SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934 (Amendment No.
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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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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to 240.14a-12 |
The Valspar Corporation
(Name of Registrant as Specified In Its Charter)
N/A
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than the Registrant)
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The
Valspar Corporation
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
February
24, 2016
The
annual meeting of stockholders of The Valspar Corporation will be held at 1101 South 3rd Street, Minneapolis, Minnesota 55415
on Wednesday, February 24, 2016 at 9:00 a.m., for the following purposes:
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Proposal 1 |
To elect as directors (Class III) the three
individuals nominated by the Board of Directors for a term of three years; |
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Proposal 2 |
To cast an advisory vote to approve the compensation of our named
executive officers as stated in the Corporation’s proxy statement (“Say-on-Pay” vote); and |
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Proposal 3 |
To ratify the appointment of Ernst & Young LLP as the independent
registered public accounting firm of the Corporation for the fiscal year ending October 28, 2016. |
To transact
such other business as may properly come before the meeting or any adjournments thereof.
Stockholders
of record at the close of business on December 28, 2015 are entitled to notice of and to vote at the meeting.
Your
attention is directed to the Proxy Statement accompanying this Notice for a more complete statement of the matters to be considered
at the meeting. A copy of the Annual Report for the year ended October 30, 2015 also accompanies this Notice.
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By Order of the Board of Directors, |
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ROLF ENGH,
Secretary |
Approximate
Date of Mailing of Proxy Materials:
January 22, 2016
Important Notice Regarding
the Availability of Proxy Materials for the
Annual Meeting of Stockholders to be Held February 24, 2016 |
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The following materials,
also included with this Notice, are available for view on the Internet: |
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Proxy Statement for the Annual Meeting of Stockholders |
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Annual Report to Stockholders, including Form 10-K,
for the year ended October 30, 2015 |
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To
view the Proxy Statement or Annual Report to Stockholders, visit: www.edocumentview.com/VAL |
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IMPORTANT
NOTICE TO
STREET
NAME
HOLDERS |
IN CONNECTION WITH APPLICABLE RULES, BENEFICIAL
OWNERS OF SHARES HELD IN BROKER ACCOUNTS ARE ADVISED AS FOLLOWS: IF YOU DO NOT TIMELY PROVIDE VOTING INSTRUCTIONS TO YOUR
BROKER, YOUR SHARES WILL NOT BE VOTED IN CONNECTION WITH PROPOSALS 1 and 2. |
Please
refer to the enclosed proxy card and the attached proxy statement
for information on voting options: Internet – Telephone – Mail
The
Valspar Corporation
P.O.
Box 1461
Minneapolis,
Minnesota 55440
PROXY
STATEMENT
Annual Meeting of Stockholders
February 24, 2016
This
Proxy Statement is furnished in connection with the solicitation by the Board of Directors of proxies in the accompanying form.
Shares will be voted in the manner directed by the stockholders; provided, however, that if a stockholder delivers a proxy without
giving any direction, the shares will be voted as recommended by the Corporation’s Board of Directors. A stockholder delivering
a proxy may revoke it at any time before it is exercised by (i) giving written notice of revocation to the Office of the Secretary
of the Corporation, (ii) delivering a duly executed proxy bearing a later date, or (iii) voting in person at the Annual Meeting.
Registered
stockholders may vote in one of three ways: By completing and returning the enclosed proxy card via regular mail or by voting
via the Internet or telephone, as permitted by Delaware law. Specific instructions for using these methods are set forth on the
enclosed proxy card. The Internet and telephone procedures are designed to authenticate the stockholder’s identity and to
allow stockholders to vote their shares and confirm that their instructions have been properly recorded.
Proxies
are being solicited by mail. In addition, directors, officers and employees of the Corporation may solicit proxies personally,
by telephone or letter at no additional compensation to them. The Corporation will pay the expense of soliciting proxies and will
reimburse brokerage firms and others for their expenses in forwarding proxy materials to beneficial owners of our common stock.
If
a stockholder delivers a proxy and abstains from voting on any matter, the abstention will be counted for purposes of
determining whether a quorum is present at the Annual Meeting of Stockholders for the transaction of business as well as
shares entitled to vote on that matter. Under Delaware law and our By-laws, an action of the stockholders requires the
affirmative vote of a majority of shares present in person or represented by proxy at the meeting and entitled to vote on the
matter, or a majority of the votes cast in the election of directors. Accordingly, an abstention on any matter other than the
election of directors will have the same effect as a vote against that matter.
A
“street name” holder is the beneficial owner of shares held in a stock brokerage account or by a bank, trust or other
nominee. Street name holders generally cannot vote their shares directly and must instead instruct the broker, bank, trust or
other nominee how to vote their shares using the voting instruction form provided by it. If a street name holder does not provide
timely instructions, the broker or other nominee may have the authority to vote on some proposals but not others. If the broker
or other nominee votes on one proposal, but does not vote on another proposal because the nominee does not have discretionary
voting power and has not received instructions from the beneficial owner, this results in a broker non-vote. Broker non-votes
on a matter are counted as present for purposes of establishing a quorum for the meeting, but are not considered entitled to vote
on that particular matter. Consequently, non-votes generally do not have the same effect as a negative vote on the matter.
Under
applicable rules of the New York Stock Exchange (the “NYSE”) relating to the discretionary voting of proxies by brokers,
brokers are not permitted to vote shares with respect to the election of directors and executive compensation matters without
instructions from the beneficial owner. However, brokers are permitted to vote shares held in brokerage accounts with respect
to the approval of the independent registered public accounting firm, even if they do not receive instructions from the beneficial
owner. Therefore, street name holders of shares held in broker accounts are advised that, if they do not timely provide instructions
to their broker, their shares will not be voted in connection with Proposals 1 and 2.
PROPOSAL
1
Election of Directors
In
accordance with the Corporation’s By-laws, we may have up to twelve directors, divided into three classes. Each class consists
of four seats, with each director serving a term of three years. There are currently eleven directors serving on the Board of
Directors. The terms of Class III directors will expire at the Annual Meeting.
The
Board of Directors has nominated William M. Cook, Gary E. Hendrickson and Mae C. Jemison, M.D. for re-election as Class III directors.
David R. Lumley, a Class I director, was appointed to the Board of Directors on June 10, 2015. Unless otherwise directed by the
stockholders, it is intended that shares represented by proxy will be voted in favor of the election of the three nominees listed
in Class III below, to hold office until the annual meeting in 2019 and until their successors are elected and qualify. If any
of the nominees is unable or unwilling to stand for election, it is intended that shares represented by proxy will be voted for
a substitute nominee recommended by the Board of Directors, unless the stockholder otherwise directs. The Board is not aware that
any of the nominees is unable or unwilling to stand for election.
Names,
Principal Occupations for the Past Five Years and Selected
Other Information Concerning Nominees and Directors
CLASS
I Directors Continuing in Office Until 2017 |
John
M. Ballbach
Director since 2012
Age — 55 |
Operating Advisor, Clayton, Dubilier &
Rice, LLC |
Mr.
Ballbach has been an Operating Advisor with Clayton, Dubilier & Rice (“Clayton”), a private equity investment
firm, since June 2014. In connection with his role as an Operating Advisor at Clayton, Mr. Ballbach currently serves as Chairman
and director for Solenis, LLC, a specialty chemicals manufacturer, which is a portfolio company of Clayton. Mr. Ballbach served
as Chairman of VWR International, LLC, a leading global laboratory supply and distribution company, from 2007 to 2012 and was
President and Chief Executive Officer from 2005 to 2012.
Mr.
Ballbach brings to the Board extensive business and industry experience as an advisor to the private equity firm, Clayton, Dubilier
& Rice and as the former Chairman, President and Chief Executive Officer of VWR International, LLC. In addition, he is a former
corporate officer of Valspar, serving as President and Chief Operating Officer from 2002 to 2004 and in various senior management
positions since 2000. Mr. Ballbach’s global perspective, particularly in finance and strategy, contributes to the Corporation’s
further expansion into high growth markets. Mr. Ballbach also served as a director and member of the audit committee of The Timken
Company, a publicly traded global manufacturer of bearings and related components, until mid-2014. Mr. Ballbach’s background
and experience make him well qualified to serve as a director of the Corporation.
Ian
R. Friendly
Director since 2009
Age — 55 |
Retired Executive Vice President;
Chief Operating Officer, U.S. Retail, General Mills, Inc. |
Mr.
Friendly retired as Executive Vice President and Chief Operating Officer, U.S. Retail, General Mills, Inc., in June 2014. Mr.
Friendly served as Executive Vice President and Chief Operating Officer, U.S. Retail, since June 2006. Prior to 2006, Mr. Friendly
served as Chief Executive Officer, Cereal Partners Worldwide, a joint venture between General Mills and Nestle, from June 2004
to May 2006.
| Mr. Friendly brings to the Board valuable retail and operating
experience with a well-known branded consumer products company. Mr. Friendly’s qualifications to serve as a director
include his extensive experience in building brands, launching new products and marketing, all of which are especially
relevant to the Corporation’s Consumer product line. Mr. Friendly also offers a global business perspective to the
Board, based on his experience with Cereal Partners Worldwide. |
Janel
S. Haugarth
Director since 2007
Age — 60 |
Retired Executive Vice President;
President, Independent Business and Supply Chain Services, SUPERVALU INC. |
Ms.
Haugarth retired as Executive Vice President; President, Independent Business and Supply Chain Services, SUPERVALU INC. on December
26, 2015, a position she held since February 2013. SUPERVALU INC. operates retail food stores and provides food distribution and
other supply chain services. Prior to February 2013, Ms. Haugarth served as Executive Vice President; President, Independent Business
and Business Optimization, from October 2012 to February 2013; as Executive Vice President, Business Optimization and Process
Improvement from August through October 2012; and as Executive Vice President, Merchandising and Logistics, from January 2011
to August 2012. Prior to 2011, Ms. Haugarth served as Executive Vice President; President and Chief Operating Officer, Supply
Chain Services since May 2006.
Ms.
Haugarth brings extensive retail, distribution and supply chain experience to the Board. Ms. Haugarth’s prior responsibilities
as the Executive Vice President, Merchandising and Logistics for SUPERVALU INC. are particularly relevant to the Corporation and
the Board, given the importance of purchasing and supply chain functions to the Corporation’s operations. Ms. Haugarth’s
background and experience make her well qualified to serve as a director of the Corporation.
David
R. Lumley
Director since 2015
Age — 61 |
Retired President and Chief
Executive Officer of Spectrum Brands Holdings, Inc. |
Mr.
Lumley retired as President and Chief Executive Officer of Spectrum Brands Holdings, Inc. on April 1, 2015 and as a Director on
September 30, 2015. Spectrum Brands Holdings, Inc. is a global and diversified consumer products company and a leading supplier
of consumer batteries, residential locksets, residential builders’ hardware, plumbing, shaving and grooming products, personal
care products, small household appliances, specialty pet supplies, lawn and garden and home pest control products, personal insect
repellents, and auto care products. Mr. Lumley served as Director from April 2010 to September 30, 2015; as President and Chief
Executive Officer from June 2010 to April 1, 2015; as President, Global Batteries & Personal Care and Home & Garden from
January 2007 to November 2013; as Co-Chief Operating Officer from January 2007 to April 2010.
Mr.
Lumley’s background includes more than 25 years of experience in the consumer products industry, including executive leadership
roles at Newell Rubbermaid, EAS, Brunswick Bicycles, Outboard Marine Corporation, Wilson Sporting Goods Co. and other companies.
Mr. Lumley also serves as a director of Husqvarna AB. Mr. Lumley’s background and experience make him well qualified to
serve as a director of the Corporation.
CLASS II Directors Continuing
in Office Until 2018 |
Jack
J. Allen
Director since 2011
Age — 58 |
Retired Executive Vice President
and Chief Operating Officer, Navistar, Inc. |
Mr.
Allen retired as Executive Vice President and Chief Operating Officer of Navistar, Inc. on December 31, 2014. Navistar, Inc. is
the largest and core business group of Navistar International Corporation, a global manufacturer and supplier of commercial and
military trucks, buses, diesel engines, chassis, service parts for trucks and trailers and a provider of financing for products
sold by Navistar and its dealers. Mr. Allen served as Executive Vice President and Chief Operating Officer from April 2013 to
December 2014; as President, North American Truck and Parts Group from July 2012 to April 2013; and as President, North American
Truck Group from November 2008 to July 2012.
Mr. Allen brings to the Board extensive manufacturing
and sales experience with branded industrial products. Mr. Allen’s prior responsibilities have included acquisitions
and global expansion, both of which are key elements of the Corporation’s strategy. Mr. Allen’s background and
experience make him well qualified to serve as a director of the Corporation. |
John
S. Bode
Director since 2005
Age — 67 |
Retired Partner, KPMG LLP |
Mr.
Bode retired as Partner from KPMG LLP in January 2005. Mr. Bode was elected to partnership in 1981. Prior to his retirement, Mr.
Bode served as a Global Lead Partner. Mr. Bode currently provides various consulting services to certain companies and organizations.
Mr.
Bode brings to the Board many years of experience as the lead audit partner for clients in the consumer products, manufacturing
and other industries. Mr. Bode is well qualified to serve as a director based on his experience with accounting principles, financial
controls and evaluating financial statements of public companies, particularly from an auditor’s perspective. Mr. Bode also
serves as an independent director and Audit Committee Chair for another public company, Titan Machinery Inc., which owns and operates
a network of full service agricultural and construction equipment stores in the United States and Europe.
Jeffrey
H. Curler
Director since 1997
Age — 65 |
Retired Executive Chairman, Bemis Company, Inc. |
Mr.
Curler retired as Chairman Emeritus and a director from Bemis Company, Inc. in December 2011. Mr. Curler served as Executive Chairman
of Bemis Company, Inc., a manufacturer of flexible packaging products and pressure sensitive materials, from May 2005 through
August 2011 and was Chief Executive Officer from May 2000 through January 2008. Mr. Curler previously served as President of Bemis
Company, Inc. from May 1996 through July 2007.
Mr.
Curler brings to the Board many years of experience as the Chairman, and previously the Chief Executive Officer, of Bemis Company,
Inc. He also has significant expertise in chemical engineering and the packaging industry, both of which are highly relevant to
the Corporation’s business. Mr. Curler’s leadership skills, industry background and experience make him well qualified
to serve as the Corporation’s Lead Director.
Shane
D. Fleming
Director since 2013
Age — 57 |
Retired Chairman, President and Chief Executive Officer, Cytec Industries Inc. |
Mr.
Fleming retired as Chairman, President and Chief Executive Officer of Cytec Industries Inc. in December 2015, which is when Cytec
Industries Inc. merged with Solvay, SA. Mr. Fleming held this position since 2009. Cytec Industries Inc. (now Solvay) is a global
specialty material and chemical technologies company. Prior to 2009, Mr. Fleming served as President and Chief Operating Officer
during 2008 and as President, Cytec Specialty Chemicals, from October 2005 to June 2008.
Mr.
Fleming brings to the Board a deep understanding of the resin, polymer and specialty chemicals industries and many of the markets
we serve along with extensive international business experience. Mr. Fleming’s background and experience make him well qualified
to serve as a director of the Corporation.
CLASS III Nominees for
Term Expiring in 2019 |
William
M. Cook
Director since 2010
Age — 62 |
Chairman, Donaldson Company, Inc. |
Mr.
Cook has held his position as Chairman of Donaldson Company, Inc., a global provider of air and liquid filtration systems, since
August 2005. Mr. Cook served as Chief Executive Officer and President of Donaldson Company, Inc. from August 2004 to April 2015.
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brings to the Board many years of experience as the Chairman, President and Chief Executive Officer of Donaldson Company,
Inc. Donaldson operates globally and has a particular focus on research and development, giving Mr. Cook an understanding of
the dynamics and challenges of developing new products and technologies for global markets. Mr. Cook’s leadership,
background and experience qualify him to serve as a director of the Corporation. In addition to being a director for the
Donaldson Company, Inc., Mr. Cook also serves as a lead director and audit committee member of another public company, IDEX
Corporation, an applied solutions company specializing in fluid and metering technologies, health and science technologies,
dispensing equipment and fire, safety and other products. |
Gary
E. Hendrickson
Director since 2009
Age — 59 |
Chairman, President and Chief Executive Officer, The Valspar Corporation |
Mr.
Hendrickson has held his present positions as Chairman since June 2012, Chief Executive Officer since June 2011 and President
since February 2008. Mr. Hendrickson served as Chief Operating Officer from February 2008 to June 2011.
As the
Chairman, Chief Executive Officer and President and the former Chief Operating Officer of the Corporation, Mr. Hendrickson has
served the Corporation for many years in roles of increasing responsibility. He spent seven years abroad as a regional executive
in Asia Pacific, a strategic and fast-growing region. His familiarity with all aspects of the business and its operations, both
in the U.S. and internationally, and experience with key customers and acquisitions qualify him to serve as a director. Mr. Hendrickson
also serves as a director of another public company, Polaris Industries Inc., a global manufacturer and seller of off-road vehicles,
including all-terrain vehicles and snowmobiles.
Mae C. Jemison, M.D. |
President, The Jemison Group, Inc. |
Director since 2002 Age — 59 |
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Dr.
Jemison has been President of The Jemison Group, Inc. since 1993. The Jemison Group is a technology consulting company that applies
and integrates science and advanced technology considering the worldwide social and technological circumstances of the users.
Dr. Jemison is leading 100 Year Starship, a new initiative, seed-funded by the Defense Advanced Research Projects Agency (DARPA)
to ensure that the capability for human interstellar travel is possible within the next 100 years. She was President and founder
of BioSentient Corporation, a medical devices company specializing in ambulatory physiologic monitoring, from 2000 to 2012. Dr.
Jemison founded and directs The Earth We Share; an international science camp for students ages 12-16 worldwide. She was a professor
of Environmental Studies at Dartmouth College from 1996 to 2002. From 1987 to 1993, she was an astronaut with the National Aeronautics
and Space Administration (NASA) and was a member of the Space Shuttle Endeavour Flight in September 1992. Dr. Jemison is also
a director of Kimberly-Clark Corporation and a member of the National Academy of Medicine. In the last five years, Dr. Jemison
was also a director of the Scholastic Corporation.
| Dr.
Jemison brings a strong science and technology background to the Board, including product
innovation and strategy experience. She also has substantial board and committee experience
as an independent director of other publicly held companies, including Kimberly-Clark
Corporation. Her educational and professional achievements and numerous public and private
advisory and leadership roles offer broad experience and a unique viewpoint for the Board
of Directors and qualify her to serve as a director of the Corporation. |
CORPORATE
GOVERNANCE
General
We
are committed to good corporate governance practices. These practices provide a framework in which our Board of Directors and
management can pursue the strategic objectives of The Valspar Corporation (“Valspar” or the “Corporation”)
and ensure the long-term success of the Corporation for the benefit of our stockholders.
The
cornerstone of our corporate governance practices is an independent and qualified Board of Directors. All standing Board committees
are composed entirely of independent directors. Each of the Nominating and Governance, Audit and Compensation Committees operates
under a charter in order to focus the work of the committee and to ensure that the Board of Directors as a whole is addressing
key functions. Each committee reviews its charter on an annual basis.
Structure
of Board
In
accordance with our By-laws, the Corporation may have up to twelve directors, divided into three classes of four directors each.
There are currently eleven directors serving on the Board of Directors. Each director serves a term of three years under our staggered
board structure. The directors believe that the staggered structure of the Board facilitates long-term strategic planning and
succession, allowing directors to oversee risks and opportunities for the long-term success of the Corporation and for the benefit
of our stockholders.
Board
Standards and Objectives
The
Board of Directors carefully evaluates each incoming director candidate based on selection criteria and overall priorities for
Board composition that are re-examined periodically by the Nominating and Governance Committee with input from the rest of the
directors. As our directors’ commitments or responsibilities change, the Board re-evaluates their situations to ensure they
can continue to serve in the best interests of the Corporation and its stockholders. We also require high standards of ethics
from our directors and management as described in our Code of Ethics and Business Conduct. In carrying out their duties and responsibilities,
directors are guided by the following performance objectives, which are stated in the Corporation’s Principles of Corporate
Governance:
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Follow the Corporation’s Code of Ethics
and Business Conduct |
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Represent the interests of stockholders and other stakeholders |
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Demonstrate good knowledge of the Corporation and its business
and exercise good judgment in representing the interests of stockholders and other stakeholders |
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Participate in Board processes and activities in a meaningful way |
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Communicate openly and freely with other Board members and management |
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Provide expertise based on the director’s relevant experience |
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Provide vision and leadership for the Corporation |
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Maintain a good reputation and standing in the business and professional
communities in which the director operates |
Public
Availability of Governance Documents and Public Reports
Our
Principles of Corporate Governance, and the charters of the Nominating and Governance, Audit and Compensation Committees are available
on the “Investors – Corporate Governance” section of the Corporation’s website at www.valspar.com.
The
Corporation’s Code of Ethics and Business Conduct is available on the “Investors – Corporate Governance”
section of our website at www.valspar.com. Our Code of Ethics and Business Conduct applies to all of our employees, including
our Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer, and to our directors. If our Board of Directors
grants any waivers of or amendments to, the Code of Ethics and Business Conduct to any of our directors or executive officers,
we will disclose the matter through our website.
The
Corporation’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments
thereto, are available on the “Investors – Financial Information” section of the Corporation’s website
at www.valspar.com the same day the reports are filed with the Securities and Exchange Commission (“SEC”).
Director
Independence
The
Board believes that a majority of its members, and all members of each standing committee, other than the Executive Committee
(which has a limited scope and functions), should be independent, non-employee directors. The Board has established standards
consistent with the current listing standards of the NYSE for determining director independence.
The
Board annually reviews all relationships that directors have with the Corporation to determine whether the directors are independent.
Directors are considered “independent” as long as they do not accept any consulting, advisory or other compensatory
fee (other than director fees) from the Corporation, are not an affiliated person of the Corporation or its subsidiaries and are
independent within the meaning of applicable laws, regulations and the NYSE listing requirements. The independent members of the
Board meet regularly without any members of management present. In accordance with our Principles of Corporate Governance, Mr.
Curler, as Governance Chair and Lead Director, presides at executive sessions. Only independent directors serve on our Audit,
Compensation and Nominating and Governance Committees.
The
Board has determined that all members of the Board are “independent” under applicable NYSE listing standards, except
for Mr. Hendrickson, our CEO. The members of the Board deemed independent are Jack J. Allen, John M. Ballbach, John S. Bode, William
M. Cook, Jeffrey H. Curler, Shane D. Fleming, Ian R. Friendly, Janel S. Haugarth, Mae C. Jemison and David R. Lumley.
Mr.
Fleming is the retired Chairman, President and Chief Executive Officer of Cytec Industries Inc. Mr. Cook is the Chairman of Donaldson
Company, Inc. Mr. Allen is the retired Executive Vice President and Chief Operating Officer of Navistar, Inc. Mr. Ballbach is
the Chairman of Solenis, LLC, a portfolio company of Clayton, Dubilier & Rice. Each of these companies supplies certain products
to, or purchases certain products from, the Corporation. See “Certain Relationships and Related Person Transactions”
below. The Corporation’s purchases from Solenis, LLC and sales to Navistar, Inc. were below the disclosure threshold for
related person transactions. The Board considered these relationships and transactions in determining that Messrs. Fleming, Cook,
Ballbach and Allen are each independent.
Certain
Relationships and Related Person Transactions
The
Board has adopted a written Related Person Transaction Policy. This policy is intended to supplement, and not to replace or supersede,
the provisions of any other corporate policy, including but not limited to the Corporation’s Principles of Corporate Governance
and Code of Ethics and Business Conduct. The Related Person Transaction Policy is available on the “Investors – Corporate
Governance” section of our website at www.valspar.com, as Exhibit 11 to the Principles of Corporate Governance. The
Audit Committee is responsible for reviewing and approving all related person transactions and has also adopted standing pre-approvals
for certain categories of transactions with related persons:
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Certain transactions with other companies.
Any transaction with another company in which a related person’s only relationship is as an employee, director or
beneficial owner of less than 10% of that company’s shares, if the aggregate amount involved does not exceed the greater
of $500,000 or 1% of that company’s or the Corporation’s total annual revenues. |
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Transactions where all stockholders receive proportional benefits.
Any transaction where the related person’s interest arises solely from the ownership of the Corporation’s
common stock, and all holders of the Corporation’s common stock received the same benefit on a pro rata basis (e.g.
dividends). |
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Transactions not exceeding $100,000. Any transaction in
the ordinary course of business in which the aggregate amount involved will not exceed $100,000, when aggregated with all
similar transactions. |
William
M. Cook is the Chairman of Donaldson Company, Inc. (“Donaldson”). In fiscal 2015, Donaldson purchased products from
the Corporation with an aggregate purchase price of approximately $457,529 and sold products to the Corporation with an aggregate
sale price of approximately $38,930.
Shane
D. Fleming is the retired Chairman, President and Chief Executive Officer of Cytec Industries Inc. (“Cytec”). In fiscal
2015, the Corporation purchased products from Cytec with an aggregate purchase price of approximately $159,109.
Director
Nomination Process
The
Corporation’s Board of Directors has adopted a formal process by which individuals are reviewed for possible nomination
to the Corporation’s Board of Directors. Under this process, the Nominating and Governance Committee will consider nominees
for Board membership submitted by stockholders. Any stockholder recommendation should be submitted in writing to the Corporation
in care of the Corporate Secretary at P.O. Box 1461, Minneapolis, Minnesota 55440, along with the written consent of such nominee
to serve as a director if so elected. Any such recommendation by a stockholder shall be referred to the Nominating and Governance
Committee, and the Nominating and Governance Committee, in consultation with the Corporation’s General Counsel, will review
the nomination in accordance with the Corporation’s Board Candidate Review and Nomination Process, certificate of incorporation,
By-laws and applicable laws and regulations. The Nominating and Governance Committee considers general business experience, industry
experience, track record as a director of other companies, probable tenure if elected and other factors as relevant in evaluating
Board nominees, including the following: (a) the candidate’s skills, experience and other relevant biographical information,
(b) the candidate’s general interest in serving a public corporation, (c) the candidate’s ability to attend Board
and committee meetings, and (d) any potential concerns regarding independence or conflicts of interest.
Following the initial screening, if the
Nominating and Governance Committee approves a candidate for further review, the Nominating and Governance Committee will establish
an interview process for the candidate. It is expected that at least a majority of the members of the Nominating and Governance
Committee, along with the Corporation’s Chief Executive Officer, would interview each candidate. At the same time, the Nominating
and Governance Committee, assisted by the Corporation’s General Counsel, will conduct a comprehensive conflict-of-interest
assessment for the candidate. The Nominating and Governance Committee will then consider reports of the interviews and the conflicts-of-interest
assessment and determine whether to recommend the candidate to the full Board of Directors. A subcommittee of the Nominating and
Governance Committee, management representatives designated by the Nominating and Governance Committee and a search firm selected
by the Nominating and Governance Committee may assist with the process. Any nominee recommended by a stockholder would be subject
to the same process.
When the full Board considers an individual
for possible nomination to the Board, the Nominating and Governance Committee, in consultation with the Corporation’s Chief
Executive Officer, will prepare a profile of a candidate expected to provide the most meaningful contribution to the Board as a
whole. The Board of Directors has not adopted a specific policy with regard to diversity, but the Board views and seeks diversity
in its broadest sense, which includes independence, integrity, judgment, experience, financial acumen, education, gender, ethnicity
and leadership qualities.
Upon recommendation to the full Board by
the Nominating and Governance Committee, Mr. Lumley was appointed to the Board of Directors and Audit Committee of the Board of
Directors on June 10, 2015 after following the process described above. Mr. Lumley was originally identified as a director candidate
by management of the Corporation.
Board Leadership
The Chairman of the Board leads the Board
and oversees Board meetings and the delivery of information necessary for the Board’s informed decision-making. The Chairman
also serves as the principal liaison between the Board and our management.
The Board does not have a policy as to
whether the Chairman should be an independent director or a member of management. Instead, the Board selects the Corporation’s
Chairman based on what it determines to be in the best interests of the Corporation’s stockholders. At this time, Gary E.
Hendrickson serves as Chairman of the Corporation and as President and Chief Executive Officer. The Board believes that Mr. Hendrickson’s
long service, experience and background serve the best interests of the Corporation and its stockholders and that he is well qualified
to lead the Corporation and its Board of Directors. When the Chairman is not independent, the Chair of the Nominating and Governance
Committee, an independent director, also serves as Lead Director. Jeffrey H. Curler currently serves as Lead Director. As the Chair
of the Nominating and Governance Committee, he is responsible for performing the duties specified in the Corporation’s Principles
of Corporate Governance, including facilitating communications between the Board and the Chief Executive Officer, and such other
duties as are determined by the independent directors.
Board Role in Risk Management
The Board believes that effective enterprise
risk management must be an integral part of Board and committee deliberations and activities throughout the year.
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The Audit Committee reviews annually the Corporation’s enterprise risk management process and conducts a comprehensive assessment of key financial, operational and strategy risks identified by management, as well as mitigating practices. The Audit Committee reports on this process and its conclusions to the full Board of Directors. |
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The Compensation Committee reviews the design of the Corporation’s compensation policies and practices to ensure our policies and practices do not encourage taking unnecessary or excessive risks, as discussed below. |
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The full Board of Directors discusses risks related to the Corporation’s annual financial plan and budget each fiscal year and risks related to the Corporation’s strategy at meetings where the strategy is presented and reviewed. |
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The Board of Directors also encourages management to promote a corporate culture that integrates risk management into the Corporation’s strategy and day-to-day business operations in a way that is consistent with the Corporation’s targeted risk profile. |
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Through these processes, the Board oversees a system to identify, assess and address material risks to the Corporation on a timely basis. |
Board Committees and Functions
The standing committees of the Board of Directors for fiscal
2015 were as follows:
Name of Committee |
|
|
Membership |
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Executive Committee |
|
William M. Cook, Jeffrey H. Curler and Gary E. Hendrickson – Chair |
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Audit Committee |
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Jack J. Allen, John M. Ballbach, John S. Bode – Chair, William M. Cook and David R. Lumley |
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Compensation Committee |
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Jeffrey H. Curler, Shane D. Fleming, Ian R. Friendly – Chair, Janel S. Haugarth and Mae C. Jemison |
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Nominating and Governance Committee |
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John M. Ballbach, John S. Bode, Jeffrey H. Curler – Chair and Ian R. Friendly |
The Board of Directors held five meetings during fiscal 2015.
The Executive Committee, in accordance with the Principles of
Corporate Governance, generally meets or acts only in emergencies or when requested by the full Board. The Executive Committee
did not meet or act during fiscal 2015.
The Audit Committee held six meetings during fiscal 2015. The
duties and activities of the Audit Committee are described in the Audit Committee Report on page 39. All members of the Audit Committee
are “independent” under the applicable listing standards of the NYSE and the requirements for audit committee independence
under Rule 10A-3 under the Securities Exchange Act of 1934. The Board has determined that each Audit Committee member is financially
literate and has determined that at least one member of the Audit Committee, John S. Bode, is an “audit committee financial
expert” who is independent of management as defined in Item 407(d)(5)(i) and (ii) of Regulation S-K.
The Compensation Committee held four meetings during fiscal
2015. The Compensation Committee is responsible for all matters relating to compensation of senior management and directors and
for adoption and administration of employee equity-based compensation plans. All members of the Compensation Committee are independent
under the applicable listing standards of the NYSE. During the year, the Compensation Committee reviewed and approved the compensation
plans, arrangements and equity awards for officers, employees and directors. The Compensation Committee may not delegate its responsibility
of overseeing executive officer and director compensation, but may, and has, delegated to management certain administrative aspects
of the Corporation’s compensation plans which do not involve setting compensation levels for executive officers and directors.
Additional information on the role of management and compensation consultants in our compensation process is contained in the Compensation
Discussion and Analysis beginning on page 11.
The Nominating and Governance Committee held four meetings during
fiscal 2015 at which it conducted Chief Executive Officer performance evaluations, reviewed succession plans, considered nominations
for Board membership and considered other matters related to corporate governance. All members of the Nominating and Governance
Committee are independent under the applicable listing standards of the NYSE.
During fiscal 2015, each director attended 75% or more of the
meetings of the Board and of the committees on which the director served.
Communications with Certain Directors
The Chair of the Nominating and Governance Committee, currently
Mr. Curler, presides at regularly scheduled executive sessions of the independent directors. Stockholders and other interested
parties wishing to contact the presiding director or the non-management directors as a group may do so by writing to the Chair
of the Nominating and Governance Committee in care of the Corporate Secretary at the Corporation’s headquarters address.
Compensation Risk Analysis
The design of our compensation policies
and practices, including those applicable to our executive officers, does not encourage taking unnecessary or excessive risks that
are reasonably likely to have a material adverse effect on the Corporation. Features of our compensation policies and practices
that help to mitigate unnecessary and excessive risk taking, include, among other things:
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A balanced mix of short-term and long-term performance awards and cash and equity awards; |
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Long-term incentives consisting of stock options, time–based equity awards and performance-based equity awards which utilize a balanced mix of performance measures; |
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Ranges of performance that ultimately determine incentive compensation payouts, rather than a single performance target providing an “all or nothing” basis for incentive compensation; |
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Caps on our executive incentive compensation programs that limit payments; |
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Incentive compensation payouts for the officers of the Corporation are subject to Compensation Committee approval; |
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Guidelines specifying stock ownership levels for officers; and |
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Prohibition on hedging Corporation stock and prior approval required for limited pledging of Corporation stock. |
In addition, our compensation consultants
periodically benchmark our executive compensation program and award opportunities against those of peer group companies. After
reviewing the benchmark analysis performed by Meridian Compensation Partners, LLC (“Meridian”) in 2014, as discussed
on page 13, for our 2015 executive compensation, the Compensation Committee concluded, and continues to conclude, that our compensation
program and award opportunities, and our historical payouts, have been and remain competitive, but not excessive, and are in line
with companies of similar size and industry.
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed
the following Compensation Discussion and Analysis section with management. Based on its review and discussions with management,
the Compensation Committee recommended to the Board of Directors that this Compensation Discussion and Analysis be included in
our Annual Report on Form 10-K for the fiscal year ended October 30, 2015 and this Proxy Statement.
SUBMITTED BY THE COMPENSATION COMMITTEE
OF THE CORPORATION’S BOARD OF DIRECTORS
|
Jeffrey H. Curler |
Janel S. Haugarth |
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Shane D. Fleming |
Mae C. Jemison |
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Ian R. Friendly – Chair |
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EXECUTIVE AND DIRECTOR COMPENSATION
Compensation Discussion and Analysis
This Compensation Discussion and Analysis
provides information about the Corporation’s compensation philosophy and 2015 executive compensation programs for the following
named executive officers (the “Named Executives”):
Named Executive Officers
|
|
|
Name |
|
Title |
|
Calendar Year
Employed |
Gary E. Hendrickson |
Chairman, President and CEO |
1994 |
James L. Muehlbauer |
Executive Vice President and Chief Financial and Administrative Officer |
2013 |
Rolf Engh |
Executive Vice President, General Counsel and Secretary |
1993 |
Howard C. Heckes* |
Executive Vice President and President, Global Coatings |
2008 |
Les H. Ireland** |
Executive Vice President and President, Global Consumer Paints |
2014 |
* | Mr. Heckes
was appointed as Executive Vice President and President, Global Coatings on December
1, 2014. Prior to December 2014, Mr. Heckes was Senior Vice President, Global Consumer
for the Corporation and was included in the Committee’s review and approval of
the 2015 compensation programs for our Named Executives. |
** | Mr. Ireland
was hired by the Corporation on December 1, 2014. As noted throughout this Compensation
Discussion & Analysis, due to his hire date, Mr. Ireland’s fiscal 2015 compensation
was approved after the review and approval of the 2015 compensation programs for each
of the other Named Executives. |
Executive Summary of Fiscal 2015 Financial Performance and
Compensation Highlights
Valspar overcame significant challenges to deliver strong financial
results in fiscal 2015, including the following highlights:
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Net Income increased to $399.5 million, a 15.7% increase over fiscal 2014. |
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Diluted earnings per share increased to $4.85, a 20.9% increase over fiscal 2014. |
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Adjusted Pre-Tax Return on Capital of 23.5%, an 80 basis point increase over fiscal 20141. |
We achieved these results despite significant
negative currency impacts from a strengthening U.S. dollar, a product line change at a significant customer, and comparisons with
fiscal 2014 which included a 53rd accounting week. Specifically, the negative currency impact from a strengthening U.S. dollar
was much more significant than we had anticipated, and negatively impacted net sales by 5%.
Over our last five fiscal years, we have
delivered total shareholder return of 173.2%, or 22.3% on an annualized basis. Over the same period, the S&P 500 increased
95.4%, or 14.3% on an annualized basis. Valspar generated $383 million of operating cash flow in fiscal 2015, compared to $347
million in fiscal year 2014, and we increased our dividend for the 37th straight year, to $1.20 per share (a 15% increase over
fiscal 2014). Valspar is also a member of the S&P High Yield Dividend Aristocrats®, which is comprised of companies
increasing dividends every year for at least 20 consecutive years.
The Compensation Committee believes that
the Corporation’s executive compensation programs have been effective in driving superior results for stockholders by offering
competitive pay for financial performance, aligning the interests of executives and stockholders and enabling the Corporation to
attract and retain qualified and experienced executives. In connection with its decisions about executive compensation, the Compensation
Committee considers the results of the previous year’s stockholder advisory vote on executive compensation (“Say-on-Pay”
vote). Last year, 94% of the votes cast in the Corporation’s Say-on-Pay vote were cast in favor of approving the Corporation’s
compensation for its named executive officers. The Compensation Committee believes that the Say-on-Pay vote result demonstrates
shareholder support for the Corporation’s current executive compensation programs and practices. Therefore, the Compensation
Committee did not make any specific changes in the executive compensation program in response to the Say-on-Pay vote. However,
to
(1) | Fiscal 2015 adjusted pre-tax return
on capital represents adjusted earnings before taxes (“EBIT”) divided by
adjusted average capital. Reported EBIT for fiscal 2015 was $645.1 million and Adjusted
EBIT was $615.4 million. Adjusted EBIT excludes $48.0 million in pre-tax gain on sale
of assets, $26.9 million of pre-tax restructuring and acquisition-related charges, and
$8.6 million in income from our Quest acquisition. Average capital for fiscal 2015 was
$2.80 billion (the average of Total Capital of $2.94 billion and $2.66 billion for fiscal
2015 and 2014, respectively) and adjusted average capital was $2.62 billion. Adjusted
average capital for fiscal 2015 excludes $348.7 million of debt incurred for the Quest
acquisition and $12.5 million of deferred taxes related to the Quest acquisition. Fiscal
2014 adjusted pre-tax return on capital represents adjusted EBIT divided by average capital.
Reported EBIT for fiscal 2014 was $557.2 million and adjusted EBIT was $598.4 million.
Adjusted EBIT for fiscal 2014 excludes $41.1 million of restructuring charges. Average
capital for fiscal 2014 was $2.64 billion (the average of Total Capital of $2.66 billion
and $2.62 billion for fiscal 2014 and 2013, respectively). |
continue to maintain alignment with corporate performance and
shareholder interests, the Compensation Committee took the following actions for fiscal 2015 executive compensation:
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The Compensation Committee approved a performance-based restricted stock unit award to all Named Executives that has a maximum payout range of 0% to 250% of target based on achievement of financial performance goals over a three-year performance period (instead of restricted stock with a one-year performance period). |
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Based on the exceptional performance in fiscal 2014, and to continue to motivate and retain the leadership team responsible for such exceptional performance, the Committee increased (i) base salary for all our Named Executives, except for Mr. Ireland; and (ii) the annual target bonus and long-term incentives for Messrs. Hendrickson and Heckes. |
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To recognize our Named Executives for achieving strong financial results in fiscal 2015, despite the greater than anticipated negative currency impact and other challenges noted above, the Committee approved a discretionary cash bonus for each of our Named Executives equivalent to 73.9% of the incentive bonus target for each Named Executive. |
Compensation Program Objectives
We rely on common sense and good judgment
in making compensation decisions, based on our overall performance and the performance and responsibilities of our Named Executives.
The broad objectives of our executive compensation program are to:
|
1 |
offer competitive pay for financial performance |
|
2 |
align the interests of executives and stockholders |
|
3 |
attract and retain qualified, experienced executives |
We seek to achieve a balance among these
objectives by providing an executive compensation program with a mix of short and long term compensation elements, including a
competitive base salary, a performance-based annual cash bonus, time-vesting equity awards, performance-based equity awards and
stock option grants. We establish objective financial goals at the beginning of each year as a basis for the annual incentive opportunities.
We maintain sufficient flexibility to allow us to retain and motivate our Named Executives to deliver long-term performance and
value to stockholders and to align their interests with stockholder interests.
We believe that each element of our compensation
program should remain competitive to retain, and, as necessary, attract key executive talent. To achieve this objective, the Compensation
Committee generally strives to establish a target total direct compensation opportunity, including base salary, annual target incentive
and long-term incentive, within a competitive range around the market median (i.e., within 15% above or below the 50th percentile),
as determined using both our peer group (listed under “Competitive Assessments” on page 13) and national market survey
data (as described under “Competitive Assessments” on page 13). While the Compensation Committee strives to deliver
a target total compensation package approximating the market median, judgment is applied when establishing individual compensation
opportunities to recognize individual performance, experience relative to external market counterparts, readiness for promotion
to a higher level and value to the organization. The Compensation Committee also considers the retention and continued motivation
of key executives to deliver long-term performance and value to our shareholders when establishing compensation opportunities.
Actual compensation varies above or below the target level based on the degree to which specific performance goals are attained
in the variable incentive plans, changes in stock value over time, and the individual performance of each executive.
Competitive
Pay for Financial Performance. A significant portion of the compensation for each executive is based on performance
against financial objectives established by the Compensation Committee. Key elements of compensation that depended on performance
include:
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Annual Cash Incentive Bonus — earned based on performance against goals for financial measures (such as growth in net income, net sales and pre-tax return on capital) established in the first quarter of the fiscal year. |
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Performance-based Restricted Stock Units (PSUs) — shares are earned if targets are achieved for performance metrics over a three-year period. |
In fiscal 2015, we used net income growth,
net sales growth and growth in pre-tax return on capital as the performance metrics for our annual cash incentive bonus. We used
earnings per share growth over the three-year period beginning in 2015 as the performance metric for our PSUs. The Compensation
Committee believes these are the appropriate metrics to incent our executives to drive year-over-year performance and long-term
stockholder value.
Alignment
with Stockholder Interests. Our compensation program is intended to align with the interests of our stockholders.
Therefore, we expect our executives to have a significant personal financial stake in the Corporation. Annual cash incentive bonuses
and our PSU awards to our Named Executives are earned based on achievement of financial performance measures (such as growth in
net income, net sales, pre-tax return on capital and long-term earnings per share growth). We believe that superior performance
on these measures increases stockholder value over the long term. In addition, stock options, time-based restricted stock units
(RSUs) and PSUs align directly the interests of our executives and stockholders, as the ultimate value of these incentives to executives
is directly correlated to our stock price.
To further align the interests of our Named
Executives with those of stockholders, we have established stock ownership guidelines for our officers, including our Named Executives,
as follows: For the CEO, the guidelines specify stock ownership representing five times base salary within five years after becoming
CEO; and for the other Named Executives, the guidelines specify stock ownership representing three times base salary within five
years after becoming an executive officer. All of our Named Executives are in compliance with these guidelines. Mr. Ireland has
not yet met the ownership threshold; however, he is within the five year grace period. Officers, including our Named Executives,
must achieve and maintain compliance with these stock ownership guidelines before they can sell any of their Corporation stock,
except under limited circumstances to meet tax obligations arising from their stock ownership.
Attract
and Retain Management. Our compensation program is intended to attract qualified executives and to promote retention
of our experienced management team. Our Named Executives have a combined total of more than 50 years of service with the Corporation,
during which many have held different positions and have been promoted to increasing levels of responsibility. Our succession planning,
retention and internal development of strong executives have resulted in the internal promotion of three consecutive Chief Executive
Officers.
The Compensation Committee performs periodic
assessments of the competitive nature of the different elements of our compensation program. We use benchmark studies to help determine
whether the total compensation of our executive officers is competitive with compensation offered by comparable companies. In addition
to compensation opportunities, we believe that our change in control agreements help us hire and retain qualified executives.
The vesting features of our long-term incentives
encourage executives to remain employed by the Corporation. Generally, stock options vest in equal installments over a three-year
period; RSU awards are subject to three-year cliff vesting; and PSU awards vest at the end of the three-year performance period,
subject to the achievement of the performance goals.
Compensation Review
Competitive
Assessments. The Compensation Committee engages outside compensation consultants from time to time to advise on
compensation matters, including competitive benchmarking. For fiscal 2015 executive compensation, the Compensation Committee retained
Meridian as the Compensation Committee’s compensation consultant until June 2014, at which time the Compensation Committee
retained Frederic W. Cook & Company, Inc. (“Cook & Co.”) as its compensation consultant on executive and director
compensation matters. We use compensation studies provided by these independent advisors as a benchmark to help determine whether
the compensation of our Named Executives is competitive with compensation offered to executive officers at comparable companies.
To assist in the determination of 2015
pay opportunities for our Named Executives, the Compensation Committee reviewed a competitive market assessment conducted in May
of 2014 by Meridian. The assessment compared fiscal 2014 base salary, target annual incentive and long-term incentive opportunities
for eleven senior management positions at the Corporation, including our Named Executives, with the exception of Mr. Ireland, to
similarly situated positions in the marketplace. To develop market comparisons, Meridian reviewed relevant data from our peer group,
to the extent available, and size adjusted the data using AonHewitt’s Total Compensation Measurement Database, to more accurately
align our revenue with the revenue levels of the peer group companies, so that the data would more closely reflect the scope of
responsibility for each respective executive officer. The identity of the companies included in the survey report was not considered
by the Compensation Committee in its decision-making process and the Compensation Committee did not consider the identity of the
individual survey group companies to be material for this purpose. The benchmarking peer group reviewed for the 2015 executive
compensation analysis was comprised of 25 manufacturing, specialty chemical, industrial
and consumer product companies with sales generally in the range
of $2 billion to $15 billion, and a median of $5.7 billion. The companies included in this benchmarking peer group are listed below.
Air Products and Chemicals, Inc. |
Crane Co. |
Newell Rubbermaid Inc. |
Ashland Inc. |
Eastman Chemical Company |
PolyOne Corporation |
Avery Dennison Corporation |
Ecolab Inc. |
PPG Industries, Inc. |
Ball Corporation |
FMC Corporation |
RPM International Inc. |
Brunswick Corporation |
H. B. Fuller Company |
The Scotts Miracle-Gro Company |
Cabot Corporation |
Masco Corporation |
Sensient Technologies Corporation |
Celanese Corporation |
Mattel, Inc. |
The Sherwin-Williams Company |
Church & Dwight Co., Inc. |
The Mosaic Company |
The Toro Company |
The Clorox Company |
|
|
The Meridian assessment found that each
element of total direct compensation (base salary, target annual cash incentives, and long-term incentives) was within the aforementioned
competitive range of median (i.e., within 15% above or below the 50th percentile) for all our Named Executives, except Mr. Muehlbauer.
While Mr. Muehlbauer’s base salary was within 15% of the median, his target total pay opportunity exceeds the competitive
range of the median. This positioning reflects the compensation opportunity required to attract Mr. Muehlbauer to the Corporation
from a significantly larger organization where he held a similar role.
While most of our Named Executives, except
for Mr. Muehlbauer, are positioned within a competitive range of market median, our total shareholder return (“TSR”)
over the three years prior to the study exceeded the average TSR of our peer group during that same period. As shown below, our
TSR for the period July 2011 to July 2014 was 134% as compared to 70% for our peer group and 58% for the S&P 500. The Compensation
Committee considered this superior TSR performance when establishing 2015 executive compensation.
Valspar Total Shareholder Return –
Relative Performance
(July 2011- July 2014)
|
7/25/2011 |
7/25/2012 |
7/25/2013 |
7/25/2014 |
3
Yr TSR |
CAGR |
Valspar |
$100 |
$144 |
$199 |
$234 |
134% |
33% |
25 Company Benchmarking Peer Group |
$100 |
$107 |
$143 |
$170 |
70% |
19% |
S&P 500 |
$100 |
$102 |
$132 |
$158 |
58% |
16% |
Compensation
Program Elements Awarded in Fiscal 2015
Consistent
with our overall compensation objectives, we seek to provide a market-competitive mix of annual bonus and long-term incentive
opportunities and to ensure that program participants, including our executives, understand the drivers of incentive opportunities
available to them. The elements of this program are set forth in The Valspar Corporation Amended and Restated Key Employee Annual
Bonus and Long-Term Incentive Plan (the “Key Employee Plan”). This program places a significant portion of compensation
at risk each fiscal year, rewards strong performance and long-term value creation and aligns executive and stockholder interests
by promoting significant ownership of the Corporation’s stock.
The
chart below indicates how each element of our fiscal 2015 executive compensation program was intended to achieve our stated compensation
objectives of competitive pay for financial performance, aligning the interests of executives and stockholders and attracting
and retaining qualified, experienced executives.
|
|
|
|
|
2015
Compensation Element |
Pay
for
Financial
Performance |
Aligned
Interests |
Attract
and
Retain |
Comments |
Base Salary |
|
|
P |
Salary is based on experience and responsibilities, with market
review compared to peer group to maintain salary at competitive levels.
Corporate financial performance can affect the timing
and amount of adjustments. |
Annual Cash
Incentive Bonus |
P |
P |
P |
Earned based on objective financial performance against measures
such as growth in net income, net sales and pre-tax return on capital measures considered to enhance stockholder value. |
Stock Options |
P |
P |
P |
Future option value is based on share appreciation, which aligns
with stockholder interests. Vesting in equal installments over three years and ten-year exercise term promotes retention. |
Performance-Based
Restricted Stock
Units (PSUs) |
P |
P |
P |
Earned based on earnings per share growth over a three-year performance
period, which incents strong long-term financial performance. The ultimate value of the earned unit depends directly on the
performance of our stock, which creates alignment with stockholder interests. Three-year performance-based vesting promotes
retention. |
Time-Based Restricted
Stock Units (RSUs) |
|
P |
P |
Creates immediate alignment with stockholder interests, and provides
a balance to the performance-based components, with value dependent on share appreciation. Three-year cliff vesting promotes
retention. |
Change in Control |
|
P |
P |
Provides alignment in change of control situation by removing job
loss concern and promoting retention. |
Other Compensation |
P |
|
P |
Perquisites and other compensation are competitive with market
practice and support our ability to attract and retain talented executives.
Contributions to the retirement and savings plan
are based in large part on financial performance. |
Base
Salary. Salary adjustments for executive officers are generally considered annually. As described beginning on page 13
under “Competitive Assessments,” in setting each Named Executive’s base salary, the Compensation Committee reviews
compensation studies periodically provided by an independent compensation consultant to help determine whether the compensation
of our executive officers is competitive with compensation offered for similar positions at peer group companies. The Compensation
Committee also considers each executive’s experience, job responsibilities, performance, internal pay equity and the financial
performance of the Corporation. In June 2014, for fiscal 2015 executive compensation, the Compensation Committee considered our
Named Executives’ salaries, corporate performance and retention of leadership driving such performance, and approved an
increase in the base salaries of our Named Executives, except for Mr. Ireland, by an average of 4.7%, and by 5.2% for Mr. Hendrickson.
These were the first base salary increases in two years for Messrs. Hendrickson and Engh (Messrs. Ireland and Muehlbauer had not
been employed by the Corporation for two years and Mr. Heckes was not a named executive officer in fiscal 2014 or 2013).
Mr. Ireland’s base salary, annual incentive bonus target and long-term
incentive opportunities were established upon his hire in December 2014 using the peer group data used for Mr. Heckes, as their
positions have similar roles and responsibilities.
Finally,
similar to previous years, in May 2015, the Committee engaged Cook & Co. to conduct an executive compensation study for our
2016 executive compensation and approved our Named Executives’ base salaries for the 2016 fiscal year in June 2015. Effective
June 1, 2015, the Committee increased base salaries for our Named Executives by an average of 2.5%, and by 3.0% for Mr. Hendrickson.
Annual
Cash Incentive Bonus. The Compensation Committee establishes annual cash incentive bonus targets for each Named Executive,
expressed as a percentage of his or her base salary earned during the fiscal year. The annual cash incentive bonus for each of
the executive officers for fiscal 2015 was based upon (1) an incentive bonus target established for the executive expressed as
a percentage of base salary earned, and (2) our actual corporate performance with respect to the financial performance goals established
by the Compensation Committee.
In
September 2014, as part of an annual review of total compensation, the Compensation Committee established each Named Executive’s
annual cash incentive bonus target, as a percentage of base salary based on position, ranging from 70% to 125% of base salary
for our Named Executives as follows: Mr. Engh – 70%; Messr. Heckes and Muehlbauer – 75%; and Mr. Hendrickson –
125%. This represented a 10% increase from fiscal 2014 for Mr. Hendrickson and 5% increase from fiscal 2014 for Mr. Heckes. The
annual cash incentive bonus targets for Messrs. Muehlbauer and Engh remained the same. Mr. Ireland’s annual cash incentive
bonus target was also set at 75% of base salary upon his hire in December 2014. In establishing the target percentages, the Compensation
Committee considers several factors including the scope and responsibilities of each position, market bonus target percentages
for similar roles at peer group companies and relative internal pay equity. The Compensation Committee believed the increases
for Messrs. Hendrickson and Heckes were appropriate to further incent strong performance in fiscal 2015.
In
the first quarter, the Committee established specific performance goals for our Named Executives. The performance goals for executives
are based on financial measures, either on an absolute basis or a comparative basis with other fiscal years. Payouts for fiscal
2015 were based on corporate financial performance relative to the following financial measures – growth in net income,
pre-tax return on capital growth and net sales growth. At the end of the fiscal year, if the executive remained employed by us,
the executive was eligible to receive a cash bonus based on achievement of each of the performance goals. Potential payouts range
from zero for performance less than the entry point to 200% of the annual cash incentive bonus target for exceptional performance.
In determining earned payouts, certain factors are excluded, such as the cost of restructuring, changes in accounting standards,
policies and procedures that would impact reported results and non-recurring gains or charges from acquisitions and divestitures,
if any. We exclude the gain on divestitures, restructuring charges, acquisition-related charges, and benefits from acquisitions
from the performance goals so as not to penalize employees for taking actions in the long-term interests of the Corporation and
its stockholders.
The
Compensation Committee established fiscal 2015 performance goals for our Named Executives in two tiers:
| Ÿ | Basic
performance goals based on three financial measures: net income growth (weighted 60%
as a component of the bonus), net sales growth (weighted 30%), and growth in pre-tax
return on capital (weighted 10%), with a payout between 0% to 100% of our Named Executive’s
annual cash incentive bonus target for performance within a range established for each
metric; and |
| Ÿ | Additional
incentive performance goals for exceptional corporate performance based on net income
growth with an additional payout of up to 100% of our Named Executive’s annual
cash incentive bonus target. Payout for the additional goal would only occur if performance
exceeded the 100% payout level against the basic net income performance goal. Net income
was used to establish the additional incentive performance goals due to its relative
importance to stockholders and potential impact on the Corporation’s stock price. |
In
the first quarter of fiscal 2015, the Compensation Committee established the following performance goals for each of the financial
performance measures:
Basic
Performance Goals (as adjusted) — 100% Potential Maximum Payout
| |
| | | |
| | | |
| | |
| |
Entry Point: | | |
Basic Goal: | | |
| |
USD (000s) |
| |
0% Payout | | |
100% Payout | | |
Weighting | |
Net Income | |
$ | 374,000 | | |
$ | 378,000 | | |
| 60% | |
Net Sales | |
| 4,522,400 | | |
| 4,633,000 | | |
| 30% | |
Pre-Tax Return on Capital | |
| 22.7 | % | |
| 23.4 | % | |
| 10% | |
|
| |
| | | |
| | | |
| | |
Additional Incentive Performance Goals —
100% Potential Additional Payout
| |
Entry Point: |
| |
Additional Goal: | | |
| | |
| |
No Additional |
| |
100% Additional | | |
| | |
USD (000s) |
| |
Bonus |
| |
Payout | | |
Weighting | |
Net Income | |
$ |
378,000 |
| |
$ | 393,000 | | |
| 100% | |
|
| |
|
|
| |
| | | |
| | |
The
basic performance goals were established so that achievement of the 100% payout would represent strong performance in each of
the financial measures, based on prior year performance and general economic conditions, and be difficult, but achievable. The
additional incentive performance goal was established to incent and reward exceptional performance in net income. For the purposes
of determining performance for annual cash incentive bonus payouts, we also exclude the gain on divestitures, restructuring charges,
acquisition-related charges, and benefits from acquisitions (as further discussed below) as those items were not anticipated in
the established performance goals.
The
Corporation achieved net sales of $4.39 billion and adjusted net sales of $4.31 billion. We also achieved adjusted net income
of $378.9 million and 23.5% adjusted pre-tax return on capital. The fiscal 2015 adjusted net sales exclude $79.3 million in sales
associated with our purchase of the performance coating businesses of Quest Specialty Chemicals. Our adjusted net income excludes
the $37.2 million after tax gain on the divestiture of a non-strategic specialty product offering in our Coatings segment, $18.8
million of after-tax restructuring and acquisition-related charges and a $2.2 million net income benefit from our Quest acquisition.
Accordingly,
the Corporation achieved the basic performance goals for net income growth (0.24% higher than the “Basic Goal – 100%
Payout”) and pre-tax return on capital growth (80 basis points higher than the “Basic Goal – 100% Payout”),
but did not achieve the basic performance goal for net sales growth (4.6% below the “Entry Point – 0%”). In
addition, the Corporation achieved 6.1% of the additional incentive performance goal for net income growth, above the basic goal.
Therefore, the total incentive payout was 76.1% of the annual cash incentive bonus target for each of our Named Executives.
Discretionary
Bonus for Fiscal 2015. As discussed in the “Executive Summary of Fiscal 2015 Financial Performance and Compensation
Highlights,” fiscal 2015 was a year in which we overcame significant challenges and delivered strong financial results.
These challenges included greater than anticipated negative currency impacts from a strengthening U.S. dollar, a product line
change at a significant customer and comparisons with fiscal 2014 which included a 53rd accounting week. In recognition of this
performance, the Compensation Committee approved a discretionary cash bonus for each of our Named Executives equivalent to 73.9%
of the annual cash incentive bonus target for each Named Executive. The payment of this discretionary bonus, along with the annual
cash incentive bonus discussed above, resulted in each Named Executive receiving the following in total discretionary and annual
cash incentive bonuses: (i) Mr. Hendrickson: $1,896,635; (ii) Mr. Muehlbauer: $700,573; (iii) Mr. Heckes: $630,865; (iv) Mr. Ireland:
$501,923; and (v) Mr. Engh: $502,595. See the “Summary Compensation Table” on page 23 for the actual amount of the
Discretionary Bonus.
Stock
Options, PSUs and RSUs (Long-Term Incentives). Long-term incentive opportunities for fiscal 2015 were provided in the
form of stock options, PSU and RSU awards.
Under
our executive compensation program, the Compensation Committee establishes a Long-Term Incentive Target Value (“LTI Target”)
for each participant annually. In setting the individual LTI Targets, the Compensation Committee considers the following factors:
| Ÿ | external
benchmark survey data for long-term incentive levels for like positions at peer group
companies; |
| Ÿ | relative
internal pay equity based on job responsibilities, relative internal pay equity and performance;
and |
| Ÿ | the
deemed retention priority of each executive as subjectively determined considering the
critical role each executive plays in realization of the Corporation’s strategic
objectives. |
For
fiscal year 2015, the LTI Target opportunity consisted of:
| Ÿ | A
stock option grant (40% of total target LTI Target value). Stock options are awarded
in October, prior to the start of the fiscal year and vest in equal installments over
a three-year period. |
| Ÿ | A
performance-based restricted stock unit (PSU) award (35% of total LTI Target value, compared
to restricted stock awards with a target award representing 25% total LTI Target value
for fiscal 2014). The PSUs are approved in October prior to the beginning of the fiscal
year and then granted in January during the fiscal year. The PSUs awarded for 2015 have
a maximum payout range of zero to 250% of target based on achievement of financial performance
goals during a three-year performance period. The PSU awards are settled in stock for
employees in the United States and in cash for employees outside the United States at
the end of the three-year performance period. See “Performance-Based Restricted
Stock Units (PSUs) for Fiscal 2015-2017” below. |
| Ÿ | A
time-based restricted stock unit (RSU) award (25% of total LTI Target value) is approved
in October prior to the start of the fiscal year and then granted in January during the
fiscal year, subject to a three-year cliff vesting. The time-vesting component is intended
to balance the LTI program by offering an award to enhance long-term retention while
preserving the program’s heavy emphasis on financial performance and linkage to
share price appreciation. The RSU awards are settled in stock for employees in the United
States and in cash for employees outside the United States. |
For
example, if an executive had an LTI Target opportunity of $800,000 for fiscal 2015, that executive would have received (i) a stock
option grant with a fair value of $320,000 prior to the beginning of the fiscal year, (ii) a PSU award with a target value of
$280,000, granted in January, subject to the achievement of three-year performance goals with a maximum payout range of zero to
250% if the performance goals are achieved (i.e. $0-$700,000, based on the market value of the common stock on the date of the
award), and (iii) an RSU award with a value of $200,000, granted in January.
Unvested
stock options, PSU and RSU awards are subject to forfeiture if the participant’s employment with the Corporation terminates
prior to vesting for any reason other than death, disability, retirement or a change in control. See “Potential Payments
Upon Termination or Change in Control” starting on page 27.
The
future value of these stock options, PSU and RSU awards depends on the value of the Corporation’s common stock, thus aligning
the interests of our Named Executives with stockholder interests. By providing incentive and total compensation opportunities
that compare favorably with opportunities provided to executives at competitive companies, the program assists the Corporation
to attract and retain talented executives. Further, the PSU awards are designed to reward our Named Executives for exceptional
performance based on objective financial measures, which are considered by the Compensation Committee to enhance stockholder value.
The
Corporation’s annual stock option awards are granted in October and typically vest in equal installments over a three-year
period. The Corporation does not time its annual grants to coordinate with the release of material non-public information and
does not coordinate or time the release of corporate information with grant dates. On occasion, the Corporation grants awards
outside of the annual grant cycle for new hires, promotions or other reasons deemed appropriate by the Compensation Committee.
Grants to executive officers are approved by the Compensation Committee with effective dates on or after the date of such approval.
For
fiscal 2015, the Compensation Committee increased the LTI Target opportunities by 22.3% for Mr. Hendrickson and 11.1% for Mr.
Heckes. Mr. Heckes was not a named executive officer in fiscal 2014. The Compensation Committee believed the increases would help
to incent Messrs. Hendrickson and Heckes to drive long-term performance and shareholder value. The LTI Target opportunities (stock
options, RSUs and PSUs) for each Named Executive officer for fiscal 2015 were as follows: Mr. Hendrickson: $5,750,000; Mr. Muehlbauer:
$1,450,000; Mr. Engh: $723,000; Mr. Heckes: $1,000,000; and Mr. Ireland: $800,000. (Pursuant to Item 402 of
Regulation S-K, the
Option Awards included in the Summary Compensation Table on page 23 and in the Grants of Plan-Based Awards table on page 25 represent
the stock options granted on September 30, 2015. These options were granted for the 2016 fiscal year, based on a percentage of
2016 LTI Target Value. The stock options included in the LTI Target opportunities for fiscal 2015 discussed above were previously
disclosed in the Summary Compensation Table and the Grants of Plan-Based Awards table in last year’s proxy statement, as
they were granted in October 2014.)
Performance-Based
Restricted Stock Units (PSUs) for Fiscal 2015-2017. Starting in fiscal 2015, our Named Executives each received an annual
grant of PSUs as a component of long-term compensation. In fiscal 2015, 35% of each Named Executive’s LTI Target value was
delivered in the form of a target award of PSUs earned and vesting through a three fiscal year performance period (2015 through
2017). The PSU grants made to our Named Executives and other key executives in fiscal 2015 will be paid out after the end of fiscal
2017 at a level of zero to 250% of target, based upon the extent to which the Corporation achieves goals for year-over-year earnings
per share growth in the period as follows:
| Ÿ | Zero
for any year in which threshold performance is not achieved |
| Ÿ | 50%
of target for threshold performance |
| Ÿ | 100%
of target for target performance |
| Ÿ | 250%
of target for maximum performance |
Awards
are interpolated for performance between threshold and target and between target and maximum. For each year’s achievement
of year-over-year earnings per share growth, the resulting future payout amount is determined as a percentage of target achievement,
subject to the three-year vesting requirements. The awards vest on the third anniversary of the award, or earlier in the case
of death, disability, Retirement or a Change in Control. See “Potential Payments Upon Termination or Change in Control”
on page 27. The awards to our Named Executives will be paid out in the form of shares of common stock, or cash in the case of
non-U.S. participants. The participant also receives dividend equivalents in a cash amount equal to the dividends that would have
been paid on the equivalent number of shares of common stock during the three-year performance period. The dividends are paid
following the end of the three-year performance period on the number shares of common stock awarded.
In setting
the multi-year performance objectives, the Compensation Committee selected levels of earnings per share growth over the three-year
performance period that it concluded would appropriately incent executives to achieve corporate goals, and would align the executives’
interests with those of current and potential stockholders. The Compensation Committee has determined that achievement of the
performance goals will be adjusted to exclude the impacts to earnings per share from restructuring charges, changes in accounting
standards, policies or procedures, mergers, acquisitions or divestitures, share repurchase levels that materially differ from
planned levels and the impact of foreign currency exchange rates.
The
earnings per share growth objectives for the three-year period will be disclosed at the end of the performance period, as these
targets are deemed strategic and commercially sensitive. The performance objectives under the PSUs provide strong motivation to
execute internal business plans over the three-year period to achieve strong performance, cost controls and significant new business
wins. The Compensation Committee intended the plan objectives to be difficult but achievable, requiring strong execution to achieve
target level and extraordinary results to achieve levels significantly above target over that period.
The
PSU grants made to our Named Executives in January 2015 were as follows:
|
| |
Target PSU Grants | | |
Grant Date Fair Value | |
Named Executive |
| |
(#) | | |
of PSU Grants1 | |
G.E. Hendrickson | |
| 23,252 | | |
| $2,023,622 | |
J.L. Muehlbauer | |
| 5,864 | | |
| $ 510,344 | |
R. Engh |
| |
| 2,924 | | |
| $ 254,476 | |
H.C. Heckes |
| |
| 4,044 | | |
| $ 351,949 | |
L.H. Ireland |
| |
| 3,235 | | |
| $ 281,542 | |
| (1) | The
grant date fair value of the PSU grants is calculated in accordance with Accounting Standards
Codification Topic 718, “Stock Compensation” (“ASC 718”). |
Changes
in Structure of Performance-Based Incentives for Fiscal 2016. For fiscal 2016, the components of executive compensation
will not change from those awarded in fiscal 2015, principally consisting of base salary, annual cash incentive bonus, and long
term incentive awards based on LTI Target value: PSUs (35% of total LTI Target value based on target level), RSUs (25% of LTI
Target value based on fair value) and stock options (40% of LTI Target value based on fair value). However, in December 2015,
the Board amended the Key Employee Plan to change the method for determining annual cash incentive bonus payouts and payouts under
PSUs, starting with the bonuses and PSU awards for fiscal 2016. Under the new structure for these awards, no amounts will be payable
under the awards unless the Corporation achieves minimum objective performance goals. If the minimum goals are achieved, the maximum
payout level will be funded, subject to the Compensation Committee’s negative discretion to reduce the payouts to levels
consistent with actual performance and other factors. This change will preserve maximum tax deductibility under Section 162(m)
of the Code, grant the Compensation Committee the latitude to address unforeseeable and uncontrollable events and facilitate the
Compensation Committee’s ability to assess and reward individual performance.
No
Employment Agreements. We do not have employment agreements with any of our Named Executives. Our Named Executives serve
at the will of the Board of Directors, and their employment may be terminated at any time. However, we have entered into change
in control agreements as described below. Also, the Committee has adopted a policy of making severance payments generally equal
to one year’s salary and certain other benefits, to executive officers whose employment is terminated without cause as described
in more detail under “Severance Policy for Officers” on page 30. This policy is intended to assist in establishing
standardized benefits for termination without cause and to induce any terminated officer to enter into a three-year non-compete
agreement with the Corporation.
No
Pension. None of our Named Executives are eligible for a Valspar pension.
Stock
Ownership Guidelines. Our Named Executives are subject to our stock ownership guidelines. See “Alignment with Stockholder
Interests” on page 13.
Restrictions
on Hedging and Pledging. The Corporation’s officers, including our Named Executives, are prohibited from hedging
shares of the Corporation’s stock. Any pledge of the Corporation’s stock by an officer (other than the CEO or the
General Counsel) must be approved in advance by the CEO and the General Counsel. Any pledge of the Corporation’s stock by
the CEO or the General Counsel must be approved in advance by the Nominating and Governance Committee. Approval for any pledge
is discretionary and subject to various criteria and limits, including that the sum of all pledged stock by officers and directors
does not exceed two times the average daily trading volume of the Corporation’s stock. The Hedging and Pledging Policy is
available on the “Investors – Corporate Governance” section of our website at www.valspar.com, as Exhibit
12 to the Principles of Corporate Governance.
Change
in Control Agreements. We have entered into agreements with our Named Executives, providing for the continued employment
or compensation, and for the payment of other benefits, after a change in control of the Corporation. The Key Employee Plan, the
1991 Stock Option Plan (“1991 Plan”), the 2009 Omnibus Equity Plan (“2009 Plan”) and the 2015 Omnibus
Equity Plan (“2015 Plan”) provide that stock options, restricted stock and restricted stock units (performance-based
and time-based) granted under such plans shall vest immediately upon a change in control of the Corporation. The change in control
agreements for our Named Executives provide for a two-year employment term with the Corporation after a qualifying change in control,
and a lump sum payment equal to three times an executive’s annual base salary and target annual bonus for our Named Executives
hired prior to 2008, and two times for those hired in 2008 or later (including Messrs. Muehlbauer, Heckes and Ireland), plus three
years of continued benefits if such employment is terminated by the Corporation without cause or by the executive for good reason
during the two-year employment term (“double trigger”). Further, the Corporation is required to reimburse the executive
for excise taxes that might be payable by the executive with respect to these payments, as well as any excise or income taxes
that may be payable with respect to the reimbursement. We believe these agreements are consistent with those offered by peer companies
and reduce the likelihood of an executive leaving the Corporation due to uncertainty surrounding an acquisition, which could serve
to reduce management disruption and increase the value of the Corporation to a potential acquirer. These agreements also help
our Named Executives stay focused on maximizing stockholder value, without the distraction caused by the prospect of losing their
compensation upon a change in control.
The
Compensation Committee has decided that change in control agreements for any officer first elected in fiscal 2013 or later shall
not include reimbursement for any excise taxes that may be payable by an executive with respect to change in control payments.
This applies to Messrs. Heckes, Muehlbauer and Ireland.
Retirement.
As further discussed under “Definition of Retirement” on page 28, in September 2014, the Board amended the
2009 Plan to modify the definition of retirement, and this amendment carried forward in the 2015 Plan. Accordingly, for stock
options, restricted stock and RSUs granted to our Named Executives under the 2009 Plan after fiscal 2014 and under the 2015 Plan,
the award will vest upon retirement after age of 55 years if our Named Executive has executed a three-year non-compete agreement
and release of claims; has completed three years of continuous prior employment with the Corporation; and has delivered a required
prior written notice that the participant is considering retirement at least one year prior to the date of termination. Further,
our Named Executive will become entitled to a distribution of any performance award (such as our PSUs), with the consent of the
Committee, if the executive retires during the performance period. If the retirement occurs during the first fiscal year of the
performance period, the award will be pro-rated for the portion of the fiscal year that is completed. The distributed amount of
any such performance award is equal to the pro-rated amount of the award target and based upon the actual achievement level of
the performance goals during the performance period as established and approved by the Committee. Payout will occur following
the end of the performance period.
For
stock options, restricted stock and RSUs granted to our Named Executives under the 2009 Plan through fiscal 2014, the award will
vest upon retirement after age 55 with an executed non-compete agreement. Performance
awards vest in the same manner as discussed in the prior paragraph.
For
stock options and restricted stock granted to our Named Executives prior to the adoption of the 2009 Plan, the award will vest
immediately upon retirement after age 60, or upon early retirement after age 55 with an executed non-compete agreement.
Nonqualified
Deferred Compensation Plan. Effective April 1, 2014, the Board of Directors adopted and approved the Valspar Corporation
Nonqualified Deferred Compensation Plan (the “Nonqualified Plan”). The Nonqualified Plan is an unfunded, nonqualified
deferred compensation program sponsored by the Corporation to provide its directors and designated key employees, including our
Named Executives, the opportunity to defer compensation. For fiscal 2015, participants had the opportunity to defer up to 50%
of their annual base salary and up to 100% of any annual cash bonuses, and any payments for which they are entitled due to limitations
on employer contributions to the company’s retirement savings plan. Directors may defer up to 100% of the cash portion of
their annual retainers. Distributions are made upon death or on or after certain payment events elected by the participant, including
specified dates, separation from service or a change in control.
Other
Compensation. We provide perquisites and other benefits, as reflected in the table titled “2015 Components of All
Other Compensation,” on page 24, to our Named Executives. The perquisites may include physical examinations, an automobile
allowance, financial counseling and tax preparation services, club dues, or other items. We believe these benefits help the Corporation
attract and retain qualified executives and are reasonable in amount. Other benefits include dividends paid on restricted stock
grants and RSUs that are subject to a risk of forfeiture, an annual contribution by the Corporation to The Valspar Savings and
Retirement Plan and a cash payment in lieu of retirement contributions that our Named Executives do not receive due to plan limitations.
Roles
of Compensation Committee and CEO
The
Compensation Committee of our Board of Directors is responsible for all matters relating to compensation of senior management,
including our Named Executives, adoption and administration of equity-based compensation plans and programs and determination
and approval of compensation for our Named Executives, including the CEO.
The
Compensation Committee has the authority to retain, manage and dismiss compensation consultants or other professionals, as it
deems necessary or appropriate. The Compensation Committee directs the work of such consultants and professionals, and decisions
regarding compensation of our Named Executives are ultimately made by the Compensation Committee and, in the case of our Chairman
and Chief Executive Officer, by the Board of Directors. As previously discussed, the Compensation Committee retained Meridian
as the Compensation Committee’s compensation consultant until June 2014, at which time the Compensation Committee retained
Cook & Co. as its compensation consultant. Prior to engaging Meridian and Cook & Co., the Compensation Committee evaluated
the independence of each advisor taking into account all factors relevant to the independence from management under SEC rules,
NYSE listing standards and such other factors as the Compensation Committee determines relevant. Based on that evaluation, the
Compensation Committee determined Meridian and Cook & Co. to be independent. In addition, the Compensation Committee conducted
an assessment to evaluate whether the work performed by Meridian or Cook & Co. raises a conflict of interest. Based on that
assessment, the Compensation Committee determined that no conflict of interest exists with either advisor. Neither Meridian nor
Cook & Co. provided any services to the Corporation, other than for the Compensation Committee, during fiscal 2014, and fiscal
2015, in the case of Cook & Co.
To
assist the Compensation Committee, the CEO and Senior Vice President, Human Resources, provide information and recommendations
about compensation, programs and policies when requested by the Compensation Committee or its Chair. The other Named Executives
have no related involvement with the Compensation Committee. As requested by the Compensation Committee or its Chair, the CEO
and other management personnel attend Compensation Committee meetings, but are excused at such times as the Compensation Committee
deems appropriate and are never present at times during which the Compensation Committee is discussing or determining their respective
compensation.
Deductibility
of Compensation
Section
162(m) of the Internal Revenue Code generally limits to $1 million the tax deductibility of compensation paid by a public company
to its chief executive and certain other highly compensated executive officers. Certain performance-based compensation is not
subject to the limitation. The Compensation Committee considers the deductibility of compensation arrangements as one factor in
executive compensation decisions for our Named Executives. However, deductibility is not the sole factor used to determine appropriate
levels or types of compensation. The provisions of our equity and annual incentive bonus plans are intended to permit tax deductibility
of compensation income of our Named Executives received under those plans. Since corporate objectives may not always be consistent
with the requirements for full deductibility, it is possible that we may enter into compensation arrangements under which compensation
paid to a Named Executive in excess of $1 million is not deductible under Section 162(m).
2015
Summary Compensation Table
The following
table presents information concerning compensation paid to or earned by our Named Executives for the fiscal years ended October
30, 2015, October 31, 2014 and October 25, 2013.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and
Principal Position* |
|
|
Year |
|
Salary
($)1 |
|
Bonus
($)2 |
|
Stock
Awards
($)3 |
|
Option
Awards
($)4 |
|
Non-Equity
Incentive
Plan
Compensation
($)5 |
|
All Other
Compensation
($)6 |
|
Total
($)7 |
|
G.E. Hendrickson |
|
2015 |
|
$ |
1,011,539 |
|
$ |
934,409 |
5 |
$ |
3,469,103 |
|
$ |
2,151,639 |
|
$ |
962,226 |
|
$ |
568,176 |
|
$ |
9,097,092 |
|
Chairman, President |
|
2014 |
|
|
969,231 |
|
|
— |
|
|
3,548,041 |
|
|
1,860,075 |
|
|
2,229,232 |
|
|
534,333 |
|
|
9,140,912 |
|
and CEO |
|
2013 |
|
|
950,000 |
|
|
— |
|
|
1,374,757 |
|
|
1,996,960 |
|
|
378,290 |
|
|
657,416 |
|
|
5,357,423 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J.L. Muehlbauer |
|
2015 |
|
|
622,731 |
|
|
345,149 |
|
|
874,826 |
|
|
549,423 |
|
|
355,424 |
|
|
180,589 |
|
|
2,928,142 |
|
Executive Vice |
|
2014 |
|
|
606,923 |
|
|
— |
|
|
1,089,928 |
|
|
469,125 |
|
|
904,467 |
|
|
38,796 |
|
|
3,109,239 |
|
President and Chief |
|
2013 |
|
|
369,231 |
|
|
— |
|
|
923,015 |
|
|
2,349,736 |
|
|
102,738 |
|
|
8,006 |
|
|
3,752,726 |
|
Financial and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R. Engh |
|
2015 |
|
|
478,662 |
|
|
247,612 |
|
|
436,195 |
|
|
283,815 |
|
|
254,983 |
|
|
150,696 |
|
|
1,851,963 |
|
Executive Vice |
|
2014 |
|
|
462,000 |
|
|
— |
|
|
543,284 |
|
|
234,000 |
|
|
642,272 |
|
|
105,785 |
|
|
1,987,341 |
|
President General |
|
2013 |
|
|
455,000 |
|
|
— |
|
|
248,019 |
|
|
307,210 |
|
|
110,019 |
|
|
176,176 |
|
|
1,296,424 |
|
Counsel and Secretary |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
H.C. Heckes8 |
|
2015 |
|
|
560,769 |
|
|
310,8065 |
|
|
603,379 |
|
|
402,849 |
|
|
320,059 |
|
|
182,789 |
|
|
2,380,651 |
|
Executive Vice |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
President and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
President, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global Coatings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
L. H. Ireland9 |
|
2015 |
|
|
446,154 |
|
|
247,281 |
|
|
967,268 |
|
|
560,095 |
|
|
254,642 |
|
|
47,812 |
|
|
2,523,252 |
|
Executive Vice |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
President and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
President, Global |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Paints |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* as of
October 30, 2015
|
|
(1) |
Our Named Executives can elect to defer up to 50% of their base
salary into the Nonqualified Plan. For fiscal 2015, Mr. Hendrickson deferred 25% of his base salary under the Nonqualified
Plan as shown in the 2015 Nonqualified Deferred Compensation table, beginning on page 27. |
|
|
(2) |
This column represents a discretionary cash bonus awarded by the
Compensation Committee for fiscal 2015. See “Compensation Program Elements Awarded in Fiscal 2015 – Discretionary
Bonus for Fiscal 2015” on page 17. |
|
|
(3) |
Valuation of awards based on the grant date fair value of those
awards computed in accordance with ASC Topic 718 for the fiscal years indicated. For fiscal 2015, this column represents the
aggregate fair value on the date of grant with respect to a performance-based restricted stock unit award (PSU) and time-based
restricted stock unit award (RSU) granted in January 2015. For the PSUs, the number of shares granted was at the target level.
For a more detailed description of the terms of the PSUs granted to our Named Executives in fiscal 2015, see “Compensation
Program Elements Awarded in Fiscal 2015 – Performance-Based Restricted Stock Units (PSUs) for Fiscal 2015-2017”
starting on page 19. The maximum amount of these PSU awards, assuming the highest level of performance conditions will be
achieved (payout of 250% of target), is as follows (based on the grant date fair value of the award): Mr. Hendrickson, $5,059,054;
Mr. Muehlbauer, $1,275,860; Mr. Engh, $636,189; Mr. Heckes, $879,873; and Mr. Ireland, $703,855. For Mr. Ireland, this column
also includes the grant date fair value of the restricted stock award of 5,930 shares granted to him on his date of hire in
December 2014. |
|
|
(4) |
This column represents the aggregate grant date fair value with
respect to stock options granted in the fiscal years indicated calculated in accordance with ASC 718. Includes the aggregate
grant date fair value with respect to the stock options granted to Mr. Ireland on his hire date in December 2014. The assumptions
used by the Corporation to determine the fair value are described in Note 10 of the Consolidated Financial Statements included
in our Form 10-K for the year ended October 30, 2015, which description is incorporated herein by reference. |
|
|
(5) |
This column represents the annual cash incentive bonuses earned
in fiscal years 2015, 2014 and 2013 (and paid during the first quarter of the following fiscal year) under the Key Employee
Plan, based on the achievement of specified financial measures. Our Named Executives can elect to defer all or a portion of
their cash bonus into the Nonqualified Plan. For fiscal year 2015, Mr. Hendrickson deferred 80% of his total combined annual
cash and discretionary bonus, and Mr. Heckes deferred 70% of his total combined cash and discretionary bonus as shown in the
2015 Nonqualified Deferred Compensation table, beginning on page 27. |
|
|
(6) |
This column represents perquisites and other personal benefits;
dividends on restricted stock, PSUs and RSUs; and contributions or allocations by the Corporation to defined contribution
or savings plans (tax qualified and supplemental), all as shown in the 2015 Components of “All Other Compensation”
table below. |
|
|
(7) |
The amount shown represents the sum of all columns of the Summary
Compensation Table. Additional information about the elements of compensation paid to our Named Executives can be found in
“Compensation Program Elements Awarded in Fiscal 2015,” beginning on page 15. |
|
|
(8) |
Mr. Heckes was appointed to Executive Vice President and President,
Global Coatings on December 1, 2014. |
|
|
(9) |
Mr. Ireland was appointed to Executive Vice President and President,
Global Consumer Paints on December 1, 2014. |
The following
table presents information concerning components of All Other Compensation referenced in the Summary Compensation Table paid to
or earned by our Named Executives for the fiscal year ended October 30, 2015.
2015
Components Of All
Other Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
|
Perquisites
and
Other Personal
Benefits1 |
|
Restricted
Stock, PSU
and RSU
Dividends2 |
|
Valspar
Contribution to
Defined
Contribution
Plans3 |
|
Lost
ERISA4 |
|
Total |
|
G.E. Hendrickson |
|
$ |
69,986 |
|
$ |
202,534 |
|
$ |
23,850 |
|
$ |
271,806 |
|
$ |
568,176 |
|
J.L. Muehlbauer |
|
|
13,798 |
|
|
35,792 |
|
|
23,850 |
|
|
107,149 |
|
|
180,589 |
|
R. Engh |
|
|
17,501 |
|
|
27,358 |
|
|
23,850 |
|
|
81,987 |
|
|
150,696 |
|
H.C. Heckes |
|
|
13,763 |
|
|
49,567 |
|
|
23,850 |
|
|
95,609 |
|
|
182,789 |
|
L.H. Ireland |
|
|
11,708 |
|
|
12,107 |
|
|
23,850 |
|
|
147 |
|
|
47,812 |
|
(1) |
G.E. Hendrickson – $30,328 paid by the
Corporation for tax preparation and/or financial planning; $9,000 for automobile allowance; $2,322 for life insurance; $2,557
for personal club dues; $3,191 for long-term disability (“LTD”) premium; $7,712 paid by the Corporation for personal
use of corporate aircraft; and $14,876 for commercial airline travel by spouse to customer events where the customer encouraged
spouses to attend. |
|
|
|
J.L. Muehlbauer – $990 paid by the Corporation for tax preparation
and/or financial planning; $9,000 for automobile allowance; $1,242 for life insurance; $2,566 for LTD premium. |
|
|
|
R. Engh – $525 paid by the Corporation for tax preparation
and/or financial planning; $9,000 for automobile allowance; $3,564 for life insurance; $300 for personal club dues; and $4,112
for LTD premium. |
|
|
|
H.C. Heckes – $9,000 for automobile allowance; $1,159 for
life insurance; $1,959 for personal club dues; and $1,645 for LTD premium. |
|
|
|
L.H. Ireland – $2,500 paid by the Corporation
for tax preparation and/or financial planning; $7,962 for automobile allowances; $1,099 for life insurance; $147 for LTD premium. |
|
|
|
The LTD premium included above reflects the payment made to each
Named Executive in January 2015 for the 2014 calendar year as the payment is based on the calendar year and not the Corporation’s
fiscal year. |
|
|
(2) |
Dividends paid or accrued on restricted stock, RSU and PSU grants
that were subject to a risk of forfeiture during fiscal year 2015. |
|
|
(3) |
Annual match and contribution by the Corporation to The Valspar
Savings and Retirement Plan. The Valspar Contributions reflect the payments made to each Named Executive in January 2016 for
the 2015 calendar year as the payments are based on the calendar year and not the Corporation’s fiscal year. |
|
|
(4) |
Discretionary cash payment for the dollar amounts that would have
been contributed to defined contribution plans but for the limitations imposed by U.S. income tax regulations on the amount
of compensation that an employee may save under the Corporation’s defined contribution plans, and consequently the amount
of matching contributions the Corporation can make under the plans. The amount included reflects the payment made to each
Named Executive in January 2015 for the 2014 calendar year as the payment is based on the calendar year and not the Corporation’s
fiscal year. |
The following
table presents information regarding the grants of annual incentive bonus compensation, stock options, restricted stock and restricted
stock units (time-based and performance-based) during fiscal 2015 to our Named Executives.
2015
Grants of Plan-Based
Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other |
|
All Other |
|
|
|
Grant |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
Option |
|
|
|
Date Fair |
|
|
|
|
|
|
|
Estimated Possible Payouts |
|
Estimated Possible |
|
Awards: |
|
Awards: |
|
Exercise or |
|
Value of |
|
|
|
|
|
|
|
Under Non-Equity |
|
Payouts Under Equity |
|
Number of |
|
Number of |
|
Base Price |
|
Stock and |
|
|
|
|
|
|
|
Incentive Plan Awards2 |
|
Incentive Plan Awards3 |
|
Shares |
|
Securities |
|
of Option |
|
Option |
|
|
|
Type of |
|
Grant |
|
Threshold |
|
Target |
|
Maximum |
|
Threshold |
|
Target |
|
Maximum |
|
of Stock |
|
Underlying |
|
Awards |
|
Awards |
|
Name |
|
|
Award1 |
|
Date |
|
$ |
|
$ |
|
$ |
|
# |
|
# |
|
# |
|
or
Units (#)4 |
|
Options
(#)5 |
|
($/Sh.)5 |
|
($)3,4,6 |
|
G.E. Hendrickson |
|
AIB |
|
— |
|
$0 |
|
$ |
1,264,424 |
|
$ |
2,528,848 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PSU |
|
1/08/15 |
|
|
|
|
|
|
|
|
|
|
11,626 |
|
|
23,252 |
|
|
58,130 |
|
|
|
|
|
|
|
|
|
|
$ |
2,023,622 |
|
|
|
RSU |
|
1/08/15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,609 |
|
|
|
|
|
|
|
|
1,445,481 |
|
|
|
SO |
|
9/30/15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
140,630 |
|
$ |
71.88 |
|
|
2,151,639 |
|
J.L. Muehlbauer |
|
AIB |
|
— |
|
0 |
|
|
467,048 |
|
|
934,096 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PSU |
|
1/08/15 |
|
|
|
|
|
|
|
|
|
|
2,932 |
|
|
5,864 |
|
|
14,660 |
|
|
|
|
|
|
|
|
|
|
|
510,344 |
|
|
|
RSU |
|
1/08/15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,188 |
|
|
|
|
|
|
|
|
364,482 |
|
|
|
SO |
|
9/30/15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,910 |
|
$ |
71.88 |
|
|
549,423 |
|
R. Engh |
|
AIB |
|
— |
|
0 |
|
|
335,063 |
|
|
670,127 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PSU |
|
1/08/15 |
|
|
|
|
|
|
|
|
|
|
1,462 |
|
|
2,924 |
|
|
7,310 |
|
|
|
|
|
|
|
|
|
|
|
254,476 |
|
|
|
RSU |
|
1/08/15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,088 |
|
|
|
|
|
|
|
|
181,719 |
|
|
|
SO |
|
9/30/15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,550 |
|
$ |
71.88 |
|
|
283,815 |
|
H.C. Heckes |
|
AIB |
|
— |
|
0 |
|
|
420,577 |
|
|
841,154 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PSU |
|
1/08/15 |
|
|
|
|
|
|
|
|
|
|
2,022 |
|
|
4,044 |
|
|
10,110 |
|
|
|
|
|
|
|
|
|
|
|
351,949 |
|
|
|
RSU |
|
1/08/15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,889 |
|
|
|
|
|
|
|
|
251,430 |
|
|
|
SO |
|
9/30/15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,330 |
|
$ |
71.88 |
|
|
402,849 |
|
L.H. Ireland |
|
AIB |
|
— |
|
0 |
|
|
334,616 |
|
|
669,232 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PSU |
|
1/08/15 |
|
|
|
|
|
|
|
|
|
|
1,618 |
|
|
3,235 |
|
|
8,088 |
|
|
|
|
|
|
|
|
|
|
|
281,542 |
|
|
|
RSU |
|
1/08/15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,311 |
|
|
|
|
|
|
|
|
201,126 |
|
|
|
RS |
|
12/1/14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,930 |
|
|
|
|
|
|
|
|
484,600 |
|
|
|
SO |
|
12/1/14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,503 |
|
$ |
81.72 |
|
|
267,100 |
|
|
|
SO |
|
9/30/15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,150 |
|
$ |
71.88 |
|
|
292,995 |
|
(1) |
Type of Award: AIB – Annual Cash Incentive
Bonus; PSU – Performance-Based Stock-Settled Restricted Stock Unit; RSU – Time-Based Stock-Settled Restricted
Stock Unit; RS – Restricted Stock; and SO – Non-Qualified Stock Option. |
|
|
(2) |
The amounts shown for the AIB for 2015 represent estimated possible
payouts under the Annual Cash Incentive Bonus for fiscal 2015 depending on the Corporation’s financial performance.
The amount that can be earned ranges from zero to 200% of the target payout amount. The actual amounts earned for fiscal 2015
are reported in the Summary Compensation Table as Non-Equity Incentive Plan Compensation. |
|
|
(3) |
The amounts shown for PSUs represent the range of payouts that can
be earned from 50% to 250% of the target amount of the award. PSUs vest based on achieving specific annual performance targets
for earnings per share growth over the three-year performance period. Unless forfeited, the PSUs will be paid out in the form
of stock at the end of the three-year performance period to the extent that we meet the performance targets. For a more detailed
description of the terms of the PSUs granted to our Named Executives in fiscal 2015, see “Compensation Program Elements
Awarded in Fiscal 2015 – Performance-Based Restricted Stock Units (PSUs) for Fiscal 2015-2017” starting on page
19. The PSUs earn accrued dividends that are paid out upon vest date based on the number of units funded for the three-year
performance period. |
|
|
(4) |
The RSU awards were granted in January 2015, with the number of
shares equal to the target value of the award, divided by the average closing price of one share of stock on the NYSE for
the ten business days immediately prior to the date issued and are subject to three year cliff vesting. The RSU awards are
settled in stock upon vesting and earn accrued dividends that are paid upon vest date. Mr. Ireland also received a restricted
stock award of 5,930 shares, of which 50% vests after two years and the remaining 50% vests after four years. |
|
|
(5) |
Non-qualified stock options granted in September 2015 have a ten-year
term and vest in equal installments over three years. Mr. Ireland was granted options to purchase 11,503 shares on his date
of hire, which vest in equal installments over three years. The exercise price is the fair market value of the Corporation’s
common stock, defined as the closing price on the NYSE on the date of grant. |
|
|
(6) |
The amount shown for stock options is the aggregate grant date fair
value of the option grant calculated in accordance with ASC 718. The amount shown for the PSU, RSU and RS awards is based
on the grant date fair value of those awards computed in accordance with ASC Topic 718. |
Additional
information about the elements of compensation paid to our Named Executives can be found in “Compensation Program Elements
Awarded in Fiscal 2015,” beginning on page 15.
The following table presents information
regarding the number of shares of unexercised stock options and the number of shares and value of unvested restricted stock or
stock units outstanding on October 30, 2015 for our Named Executives.
Outstanding
Equity Awards at Fiscal Year-End
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option
Awards1 |
|
Stock
Awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
Plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive |
|
Awards: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan |
|
Market |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards: |
|
or Payout |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
Market Value |
|
Number of |
|
Value of |
|
|
|
|
|
Number of |
|
Number of |
|
|
|
|
|
|
|
|
Shares or |
|
of Shares |
|
Unearned |
|
Unearned |
|
|
|
|
|
Securities |
|
Securities |
|
|
|
|
|
|
|
|
Units of |
|
or Units |
|
Shares, Units |
|
Shares, Units |
|
|
|
|
|
Underlying |
|
Underlying |
|
Option |
|
|
|
|
|
Stock That |
|
of Stock |
|
or Other |
|
or Other |
|
|
|
|
|
Unexercised |
|
Unexercised |
|
Exercise |
|
Option |
|
|
|
Have Not |
|
That Have |
|
Rights that |
|
Rights that |
|
|
|
Grant |
|
Options |
|
Options |
|
Price |
|
Expiration |
|
Grant |
|
Vested |
|
Not Vested |
|
Have Not |
|
Have Not |
|
Name |
|
|
Date |
|
Exercisable
(#) |
|
Unexercisable
(#) |
|
($) |
|
Date |
|
Date |
|
(#)2,3 |
|
($)4 |
|
Vested
(#)2,5 |
|
Vested
($)4 |
|
G.E. Hendrickson |
|
2/27/2008 |
|
75,000 |
|
|
0 |
|
|
$22.68 |
|
|
2/27/2018 |
|
6/1/2011 |
|
111,780 |
|
|
$9,048,591 |
|
|
|
|
|
|
|
|
|
|
10/15/2008 |
|
101,000 |
|
|
0 |
|
|
18.01 |
|
|
10/15/2018 |
|
1/10/2013 |
|
14,738 |
|
|
1,193,041 |
|
|
14,738 |
|
|
$1,193,041 |
|
|
|
|
10/21/2009 |
|
151,000 |
|
|
0 |
|
|
26.37 |
|
|
10/21/2019 |
|
1/10/2013 |
|
15,868 |
|
|
1,284,515 |
|
|
|
|
|
|
|
|
|
|
10/13/2010 |
|
94,500 |
|
|
0 |
|
|
31.57 |
|
|
10/13/2020 |
|
1/9/2014 |
|
16,575 |
|
|
1,341,746 |
|
|
5,154 |
|
|
417,216 |
|
|
|
|
10/5/2011 |
|
180,500 |
|
|
0 |
|
|
32.34 |
|
|
10/5/2021 |
|
1/8/2015 |
|
|
|
|
|
|
|
27,152 |
|
|
2,197,954 |
|
|
|
|
10/3/2012 |
|
121,610 |
|
|
0 |
|
|
57.47 |
|
|
10/3/2022 |
|
1/8/2015 |
|
16,609 |
|
|
1,344,499 |
|
|
|
|
|
|
|
|
|
|
10/2/2013 |
|
67,820 |
|
|
33,910 |
|
|
64.78 |
|
|
10/2/2023 |
|
1/8/2015 |
6 |
|
|
|
|
|
|
58,130 |
|
|
4,705,624 |
|
|
|
|
10/1/2014 |
|
27,557 |
|
|
55,113 |
|
|
76.85 |
|
|
10/1/2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/30/2015 |
|
0 |
|
|
140,630 |
|
|
71.88 |
|
|
9/30/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J.L. Muehlbauer |
|
3/11/2013 |
|
16,632 |
|
|
8,315 |
|
|
62.95 |
|
|
3/11/2023 |
|
3/11/2013 |
|
3,743 |
|
|
302,996 |
|
|
4,765 |
|
|
385,727 |
|
|
|
|
3/11/2013 |
|
37,055 |
|
|
37,055 |
|
|
62.95 |
|
|
3/11/2023 |
|
1/9/2014 |
|
5,114 |
|
|
413,978 |
|
|
1,233 |
|
|
99,811 |
|
|
|
|
10/2/2013 |
|
20,927 |
|
|
10,463 |
|
|
64.78 |
|
|
10/2/2023 |
|
1/8/2015 |
|
|
|
|
|
|
|
8,322 |
|
|
673,666 |
|
|
|
|
10/1/2014 |
|
6,950 |
|
|
13,900 |
|
|
76.85 |
|
|
10/1/2024 |
|
1/8/2015 |
|
4,188 |
|
|
339,019 |
|
|
|
|
|
|
|
|
|
|
9/30/2015 |
|
0 |
|
|
35,910 |
|
|
71.88 |
|
|
9/30/2015 |
|
1/8/2015 |
6 |
|
|
|
|
|
|
14,660 |
|
|
1,186,727 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R. Engh |
|
10/18/2006 |
|
24,000 |
|
|
0 |
|
|
26.87 |
|
|
10/18/2016 |
|
1/10/2013 |
|
3,552 |
|
|
287,534 |
|
|
3,552 |
|
|
287,534 |
|
|
|
|
10/17/2007 |
|
51,500 |
|
|
0 |
|
|
25.48 |
|
|
10/17/2017 |
|
1/10/2013 |
|
2,842 |
|
|
230,060 |
|
|
|
|
|
|
|
|
|
|
10/21/2009 |
|
61,000 |
|
|
0 |
|
|
26.37 |
|
|
10/21/2019 |
|
1/9/2014 |
|
2,550 |
|
|
206,423 |
|
|
948 |
|
|
76,741 |
|
|
|
|
10/13/2010 |
|
23,500 |
|
|
0 |
|
|
31.57 |
|
|
10/13/2020 |
|
1/8/2015 |
|
|
|
|
|
|
|
4,148 |
|
|
335,781 |
|
|
|
|
10/5/2011 |
|
14,500 |
|
|
0 |
|
|
32.34 |
|
|
10/5/2021 |
|
1/8/2015 |
|
2,088 |
|
|
169,024 |
|
|
|
|
|
|
|
|
|
|
10/3/2012 |
|
21,780 |
|
|
0 |
|
|
57.47 |
|
|
10/3/2022 |
|
1/8/2015 |
6 |
|
|
|
|
|
|
7,310 |
|
|
591,745 |
|
|
|
|
10/2/2013 |
|
10,434 |
|
|
5,216 |
|
|
64.78 |
|
|
10/2/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/1/2014 |
|
3,467 |
|
|
6,933 |
|
|
76.85 |
|
|
10/1/2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/30/2015 |
|
0 |
|
|
18,550 |
|
|
71.88 |
|
|
9/30/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
H.C. Heckes |
|
10/21/2009 |
|
50,000 |
|
|
0 |
|
|
26.37 |
|
|
10/21/2019 |
|
1/10/2013 |
|
3,439 |
|
|
278,387 |
|
|
3,439 |
|
|
278,387 |
|
|
|
|
10/13/2010 |
|
31,500 |
|
|
0 |
|
|
31.57 |
|
|
10/13/2020 |
|
1/10/2013 |
|
3,144 |
|
|
254,507 |
|
|
|
|
|
|
|
|
|
|
10/5/2011 |
|
42,000 |
|
|
0 |
|
|
32.34 |
|
|
10/5/2021 |
|
1/9/2014 |
|
3,174 |
|
|
256,935 |
|
|
1,349 |
|
|
109,202 |
|
|
|
|
10/3/2012 |
|
24,100 |
|
|
0 |
|
|
57.47 |
|
|
10/3/2022 |
|
1/8/2015 |
|
|
|
|
|
|
|
5,121 |
|
|
414,545 |
|
|
|
|
10/2/2013 |
|
12,987 |
|
|
6,493 |
|
|
64.78 |
|
|
10/2/2023 |
|
1/8/2015 |
|
2,889 |
|
|
233,865 |
|
|
|
|
|
|
|
|
|
|
10/1/2014 |
|
4,794 |
|
|
9,586 |
|
|
76.85 |
|
|
10/1/2024 |
|
1/8/2015 |
6 |
|
|
|
|
|
|
10,110 |
|
|
818,405 |
|
|
|
|
9/30/15 |
|
0 |
|
|
26,330 |
|
|
71.88 |
|
|
9/30/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
L.H. Ireland |
|
12/1/14 |
|
0 |
|
|
11,503 |
|
|
81.72 |
|
|
12/1/2024 |
|
12/1/2014 |
|
|
|
|
|
|
|
5,930 |
|
|
480,034 |
|
|
|
|
9/30/15 |
|
0 |
|
|
19,150 |
|
|
71.88 |
|
|
9/30/2025 |
|
1/8/2015 |
|
2,311 |
|
|
187,075 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/8/2015 |
6 |
|
|
|
|
|
|
8,088 |
|
|
654,724 |
|
|
(1) |
Option Vesting – grants vest in equal annual installments over three
years, starting one year from date of grant, with the exception of Mr. Muehlbauer’s grant dated 3/11/13 for 74,113 shares
which vests in equal installments over four years. |
|
|
(2) |
For certain grant dates, awards are shown in both the “Number of Shares or Units of
Stock” column and the “Equity Incentive Plan Awards” column. In these instances, on that date the individual
received both an award of an RSU and a grant of restricted stock with the amount based on performance in the prior fiscal
year, as indicated in the respective columns. |
|
|
(3) |
RSUs – grants of RSUs feature cliff vesting for three years (grant dated 1/05/12 and
first listed grant dated 1/10/13) or four years (second listed grant dated 1/10/13 and grant dated 1/09/14) from the date
of grant, with the exception of Mr. Hendrickson’s RSU award granted on 6/01/11, which will vest on 9/13/16 and will
be paid out in cash upon retirement, including dividend equivalents of 7,608 additional RSUs. |
|
|
(4) |
The market value of stock and stock units reported is based on the closing price of the Corporation’s
stock on the NYSE at fiscal year-end of $80.95. |
|
|
(5) |
Restricted Stock Grants– grants of restricted stock awards feature cliff vesting for
three years from the date of grant, with the exception of Mr. Muehlbauer’s restricted stock grant dated 3/11/13 vests
in equal annual installments of four years. |
|
|
(6) |
PSUs vest based on achieving performance targets for earnings per share growth over the three-year
performance period. Unless forfeited, the PSUs will be paid out in the form of stock at the end of the three-year performance
period to the extent we meet the performance targets. If the performance targets are achieved, the amount paid for the awards
may range from 50% to 250% of the original grant. For a more detailed description of the terms of the PSUs granted to our
Named Executives in fiscal 2015, see “Compensation Program Elements Awarded in Fiscal 2015 – Performance-Based
Restricted Stock Units (PSUs) for Fiscal 2015-2017” starting on page 19. The PSUs are shown at their maximum value,
as performance for the first year of the awards exceeded target level. |
The following table presents information
regarding the number of shares acquired and the value realized on the exercise of stock options in fiscal 2015 and the number of
shares acquired and the value realized on vesting of restricted stock in fiscal 2015 for our Named Executives.
2015 Option
Exercises and Stock Vested
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards |
|
Stock Awards |
|
|
|
|
Number of Shares |
|
Value Realized |
|
Number of Shares |
|
Value Realized |
|
|
|
|
Acquired on Exercise |
|
on Exercise |
|
Acquired on Vesting |
|
on Vesting |
|
Name |
|
|
(#) |
|
($)1 |
|
(#)2 |
|
($)2 |
|
G.E. Hendrickson |
|
— |
|
|
$ |
— |
|
|
93,673 |
|
|
$7,821,886 |
|
|
J. L. Muehlbauer |
|
— |
|
|
|
— |
|
|
2,383 |
|
|
203,973 |
|
|
R. Engh |
|
— |
|
|
|
— |
|
|
4,971 |
|
|
424,822 |
|
|
H.C. Heckes |
|
18,000 |
|
|
1,143,147 |
|
|
3,895 |
|
|
332,867 |
|
|
L.H. Ireland |
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
(1) |
The value realized on the exercise of options is based on the difference
between the exercise price and the closing price of the Corporation’s common stock on the NYSE on the date of exercise. |
|
|
(2) |
The amount of shares reported is restricted stock granted to Messrs. Hendrickson, Engh and
Heckes on January 5, 2012 that vested on January 5, 2015. Mr. Hendrickson had an additional restricted stock grant dated December
9, 2009 that vested on December 9, 2014. The amount of restricted stock reported
for Mr. Muehlbauer represents the vesting on March 11, 2015 of 25% of his March 11, 2013 grant of restricted stock. The value realized
on the vesting of stock awards is based on the closing price of the Corporation’s common stock on the NYSE on the vesting
date. |
The following table presents information
concerning the participation in our Nonqualified Plan by our Named Executives.
2015 Nonqualified
Deferred Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive |
|
Aggregate |
|
Aggregate |
|
|
Contributions |
|
Earnings in |
|
Balance at |
|
|
in Last FY |
|
Last FY |
|
Last FYE |
Name |
|
|
($)1 |
|
($)2 |
|
($)3 |
G.E. Hendrickson |
$1,722,116 |
|
|
$49,910 |
|
|
$2,431,562 |
|
J.L. Muehlbauer |
|
— |
|
|
— |
|
|
— |
|
R. Engh |
— |
|
|
— |
|
|
— |
|
H.C. Heckes |
441,606 |
|
|
12,605 |
|
|
605,150 |
|
L.H. Ireland |
— |
|
|
— |
|
|
— |
|
(1) |
Salary and annual cash and discretionary bonus amounts deferred into the
Corporation’s Nonqualified Plan for the fiscal year ended October 30, 2015. Designated key employees, including our
Named Executives, may defer up to 50% of their base salary, 100% of their annual incentive bonus and any payments for which
they are entitled due to limitations on employer contributions to the Corporation’s retirement savings plan. The amounts
shown are included in the “Salary”, “Bonus” and “Non-Equity Incentive Plan Compensation”
columns of the Summary Compensation Table on page 23. |
|
|
(2) |
The losses listed represent, as determined by the third party administrator of the Nonqualified
Plan of the Corporation, the change in the value of the investment choices selected by the participant. |
|
|
(3) |
Aggregate Balance at fiscal year end does not include $1,517,308 and $441,606 of deferred
annual cash and discretionary bonuses for Mr. Hendrickson and Mr. Heckes, respectively, in fiscal 2015, as those amounts were
deferred in December 2015 after the fiscal year end upon final Compensation Committee approval of the bonuses. Includes $2,229,232
previously reported in last year’s Summary Compensation Table as “Non-equity Incentive Plan Compensation”
in fiscal 2014 for Mr. Hendrickson. Mr. Heckes was not a named executive officer for fiscal 2014. |
Potential Payments Upon Termination or
Change in Control
Termination Other Than Upon Change in Control
Upon a termination of employment (other
than upon a change in control), the executive officers are entitled to payments and other benefits under a variety of the Corporation’s
plans and programs. We believe these agreements help the company hire and retain qualified executives. Benefits and payments are
maintained if termination is involuntary or due to retirement, death or disability, but benefits and payments are limited or forfeited
if termination is voluntary or for cause.
Definition of Retirement
As previously mentioned under “Retirement”
in the CD&A, in September 2014, the Board amended the 2009 Plan to modify the definition of retirement, and this amendment
was carried forward in the 2015 Plan. Accordingly, for awards granted under the 2009 Plan after fiscal 2014 and under the 2015
Plan, retirement means termination of employment for any reason other than for cause after the participant has attained the age
of 55 years (or a different age specified for a participant for any incentive) if the participant has executed and delivered a
three-year non-compete agreement and release of claims, has completed three years of continuous prior employment with the Corporation
or a subsidiary and has delivered a required prior written notice that the participant is considering retirement, in accordance
with any policies for such notices that the Compensation Committee may develop from time to time, at least one year prior to the
date of termination.
For awards through fiscal 2014 under the
2009 Plan, retirement means termination of employment for any reason other than for cause after the participant has attained the
age of 55 years (or a different age specified for a participant for any incentive) if the participant has executed and delivered
a three-year non-compete agreement. For awards granted to our Named Executives prior to the adoption of the 2009 Plan, retirement
means termination of employment for any reason other than for cause after the participant has attained the age of 60, or age 55
with an executed non-compete agreement.
Stock Options
1991 Plan:
|
|
|
|
Ÿ |
Retirement after age 55 with an executed three-year non-compete agreement — options vest immediately and are exercisable for the remainder of their term (subject to a three-year limitation for options granted before October 2007). |
|
|
|
|
Ÿ |
Retirement after age 60 — options vest immediately and are exercisable for the remainder of their term (subject to a three-year limitation for options granted before October 2007). |
|
|
|
|
Ÿ |
Death and disability — options vest immediately with one year to exercise, not to exceed original option term. |
|
|
|
|
Ÿ |
Termination — only the portion vested is exercisable within 30 days of termination, not to exceed original option term. |
|
|
|
|
Ÿ |
Termination for cause — forfeit of all outstanding grants (to the extent not previously exercised). |
2009 Plan through fiscal 2014:
|
|
|
|
Ÿ |
Retirement after age 55 with an executed three-year non-compete agreement — options vest immediately and are exercisable for the remainder of their term. |
|
|
|
|
Ÿ |
Death and disability — options vest immediately with one year to exercise, not to exceed original option term. |
|
|
|
|
Ÿ |
Termination — only the portion vested is exercisable within 30 days of termination, not to exceed original option term. |
|
|
|
|
Ÿ |
Termination for cause — forfeit of all outstanding grants (to the extent not previously exercised). |
2009 Plan after fiscal 2014 and the
2015 Plan:
|
|
|
|
Ÿ |
Same as 2009 Omnibus Equity Plan through fiscal 2014, except for retirement. The options vest on the date of retirement (under the new definition described under “Definition of Retirement” above) provided that the total amount vested will be proportionately reduced to the extent retirement occurs before the end of the first full fiscal year for which the options are awarded. Options are fully exercisable for the remainder of the option term, provided the participant does not violate his or her non-compete agreement. |
Restricted Stock
2009 Plan (effective with fiscal year
2010), through fiscal 2014:
|
|
|
|
Ÿ |
Retirement after age 55 with an executed three-year non-compete agreement — outstanding restricted stock grants vest immediately. |
|
|
|
|
Ÿ |
Death and Disability — outstanding restricted stock grants vest immediately. |
|
|
|
|
Ÿ |
Termination — forfeit of all outstanding restricted stock grants (except as described in footnote (2) to the table below). |
|
|
|
|
Ÿ |
Termination for cause — forfeit of all outstanding restricted stock grants. |
There was no restricted stock granted to
our Named Executives in fiscal 2015.
Restricted Stock Units – Stock-Settled Performance-Based
(PSUs)
2009 Plan after fiscal 2014 and the
2015 Plan:
|
|
|
|
Ÿ |
PSUs vest on the date of retirement (under the new definition described under “Definition of Retirement,” on page 28) provided that the amount of the payout will be determined following the end of the three-year performance period and will be based on the level of achievement of the performance goals, proportionately reduced to the extent retirement occurs before the end of the first full fiscal year of the performance period for the PSUs. Subject to forfeiture if the participant violates his or her three-year non-compete agreement before payout. |
|
|
|
|
Ÿ |
Death and Disability — outstanding PSUs vest immediately. Payout determined using the actual performance level achieved for any fiscal years completed prior to termination and assuming the target performance level for any subsequent fiscal year(s). |
|
|
|
|
Ÿ |
Termination — forfeit of all outstanding PSU grants. |
|
|
|
|
Ÿ |
Termination for cause — forfeit of all outstanding PSU grants. |
Restricted Stock Units – Time-Vested (RSUs)
2009 Plan through fiscal 2014 (cash-settled):
|
|
|
|
Ÿ |
Retirement after age 55 with an executed three-year non-compete agreement — outstanding restricted stock unit grants vest immediately. |
|
|
|
|
Ÿ |
Death and Disability — outstanding restricted stock unit grants vest immediately. |
|
|
|
|
Ÿ |
Termination — forfeit of all outstanding restricted stock unit grants (except as described in footnote (2) to the table below). |
|
|
|
|
Ÿ |
Termination for cause — forfeit of all outstanding restricted stock unit grants. |
2009 Plan after fiscal 2014 and 2015 Plan (stock-settled):
|
|
|
|
Ÿ |
Same as 2009 Omnibus Equity Plan through fiscal 2014, except for retirement. The RSUs vest on the date of retirement (under the new definition described under “Definition of Retirement,” on page 28) provided that the total amount vested will be proportionately reduced to the extent retirement occurs before the end of the first full fiscal year for which the RSUs are awarded. Subject to forfeiture if the participant violates his or her three-year non-compete agreement before the award would normally have vested (third anniversary of the award date). |
|
|
|
Officer Retiree Medical Program
|
|
|
|
Ÿ |
Retirement after age 55 — the officer is entitled to receive retiree medical if he or she has served three consecutive years as an officer and is not in competition with the Corporation at any time after termination of employment. |
|
|
|
|
Ÿ |
Included dependents — the spouse and any eligible dependents of the retiree who, immediately prior to the retiree’s termination of employment, are covered under the retiree medical plan are eligible for coverage. |
|
|
|
|
Ÿ |
Coverage — the eligible persons are covered from the date of termination, at the same coverage available to an active employee for the retiree’s and spouse’s life. Eligible dependents are covered until the dependent ceases to be eligible under the plan. The coverage becomes secondary to Medicare coverage. |
|
|
|
|
Ÿ |
Premiums — the company charges the retiree (or his or her spouse) for the full cost of the coverage premiums, but the company reimburses the retiree for that portion of the coverage premiums that the company would have paid if the retiree were an active employee, and also provides a gross-up payment for taxes that relate to the medical benefit. |
Severance Policy for Officers
The Compensation Committee has approved
a severance policy for officers, providing generally for certain severance benefits in the event of termination without cause,
but only if the officer signs a three-year non-compete agreement:
|
|
|
|
Ÿ |
One year’s base salary |
|
|
|
|
Ÿ |
Immediate vesting of all stock options |
|
|
|
|
Ÿ |
Retiree medical benefits if the officer has reached age 55 |
Hypothetical Termination Payments
The following tables provides information
on the potential payments that would have been payable to each of the Named Executives under existing contracts, agreements, plans
or arrangements, for various scenarios involving termination of employment (other than a change in control) if the triggering events
for the payments had each occurred on October 30, 2015. The tables use the closing price of our common stock of $80.95 as of October
30, 2015. These benefits are in addition to benefits available prior to the occurrence of any termination of employment to all
salaried employees, such as distributions under The Valspar Savings and Retirement Plan and equity awards that are currently vested.
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
G.E. Hendrickson |
| |
Voluntary
Termination | | |
Retirement
at Age 60 or 55 w/non-compete1 | | |
Involuntary
not for Cause Termination2 | | |
Involuntary
for Cause Termination | | |
Death | | |
Disability | |
Cash Severance |
| |
$ | 0 | | |
$ | 0 | | |
$ | 1,030,000 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | |
Cash Bonus |
| |
| 1,896,635 | | |
| 1,896,635 | | |
| 1,896,635 | | |
| 0 | | |
| 1,896,635 | | |
| 1,896,635 | |
Unvested Stock Options | |
| 0 | | |
| 774,288 | | |
| 2,049,802 | | |
| 0 | | |
| 2,049,802 | | |
| 2,049,802 | |
Unvested Restricted Stock | |
| 0 | | |
| 3,808,212 | | |
| 0 | | |
| 0 | | |
| 3,808,212 | | |
| 3,808,212 | |
Cash-settled RSU | |
| 0 | | |
| 3,819,302 | | |
| 9,048,591 | | |
| 0 | | |
| 12,867,893 | | |
| 12,867,893 | |
Stock-settled RSU3 | |
| 0 | | |
| 3,226,748 | | |
| 0 | | |
| 0 | | |
| 3,226,748 | | |
| 3,226,748 | |
Retiree Medical | |
| 0 | | |
| 381,000 | | |
| 381,000 | | |
| 0 | | |
| 300,000 | | |
| 300,000 | |
Perquisites | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
TOTALS | |
$ | 1,896,635 | | |
$ | 13,906,185 | | |
$ | 14,406,028 | | |
$ | 0 | | |
$ | 24,149,290 | | |
$ | 24,149,290 | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
J.L. Muehlbauer |
| |
Voluntary
Termination | | |
Retirement
at Age 60 or 55 w/non-compete1 | | |
Involuntary
not for Cause Termination2 | | |
Involuntary
for Cause Termination | | |
Death | | |
Disability | |
Cash Severance | |
$ | 0 | | |
$ | 0 | | |
$ | 630,300 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | |
Cash Bonus |
| |
| 700,573 | | |
| 0 | | |
| 700,573 | | |
| 0 | | |
| 700,573 | | |
| 700,573 | |
Unvested Stock Options | |
| 0 | | |
| 0 | | |
| 1,368,540 | | |
| 0 | | |
| 1,368,540 | | |
| 1,368,540 | |
Unvested Restricted Stock | |
| 0 | | |
| 0 | | |
| 192,904 | | |
| 0 | | |
| 1,159,204 | | |
| 1,159,204 | |
Cash-settled RSU | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 716,974 | | |
| 716,974 | |
Stock-settled RSU3 | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 813,709 | | |
| 813,709 | |
Retiree Medical | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
Perquisites | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
TOTALS | |
$ | 700,753 | | |
$ | 0 | | |
$ | 2,892,317 | | |
$ | 0 | | |
$ | 4,759,000 | | |
$ | 4,759,000 | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
R. Engh |
| |
Voluntary
Termination | | |
Retirement
at Age 60 or 55 w/non-compete1 | | |
Involuntary
not for Cause Termination2 | | |
Involuntary
for Cause Termination | | |
Death | | |
Disability | |
Cash Severance |
|
$ | 0 | | |
$ | 0 | | |
$ | 487,400 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | |
Cash Bonus |
|
| 502,595 | | |
| 502,595 | | |
| 502,595 | | |
| 0 | | |
| 502,595 | | |
| 502,595 | |
Unvested Stock Options |
|
| 0 | | |
| 112,768 | | |
| 281,017 | | |
| 0 | | |
| 281,017 | | |
| 281,017 | |
Unvested Restricted Stock |
|
| 0 | | |
| 700,056 | | |
| 0 | | |
| 0 | | |
| 700,056 | | |
| 700,056 | |
Cash-settled RSU |
|
| 0 | | |
| 724,017 | | |
| 0 | | |
| 0 | | |
| 724,017 | | |
| 724,017 | |
Stock-settled RSU3 |
|
| 0 | | |
| 405,721 | | |
| 0 | | |
| 0 | | |
| 405,721 | | |
| 405,721 | |
Retiree Medical |
|
| 0 | | |
| 287,000 | | |
| 287,000 | | |
| 0 | | |
| 211,000 | | |
| 211,000 | |
Perquisites |
|
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
TOTALS |
|
$ | 502,595 | | |
$ | 2,732,157 | | |
$ | 1,558,012 | | |
$ | 0 | | |
$ | 2,824,406 | | |
$ | 2,824,406 | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
H.C. Heckes |
| |
Voluntary
Termination | | |
Retirement
at Age 60 or 55 w/non-compete1 | | |
Involuntary
not for Cause Termination2 | | |
Involuntary
for Cause Termination | | |
Death | | |
Disability | |
Cash Severance | |
$ | 0 | | |
$ | 0 | | |
$ | 567,600 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | |
Cash Bonus | |
| 630,865 | | |
| 0 | | |
| 630,865 | | |
| 0 | | |
| 630,865 | | |
| 630,865 | |
Unvested Stock Options | |
| 0 | | |
| 0 | | |
| 383,108 | | |
| 0 | | |
| 383,108 | | |
| 383,108 | |
Unvested Restricted Stock | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 802,134 | | |
| 802,134 | |
Cash-settled RSU | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 789,829 | | |
| 789,829 | |
Stock-settled RSU3 | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 561,226 | | |
| 561,226 | |
Retiree Medical | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
Perquisites | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
TOTALS | |
$ | 630,865 | | |
$ | 0 | | |
$ | 1,581,573 | | |
$ | 0 | | |
$ | 3,167,162 | | |
$ | 3,167,162 | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
L.H. Ireland |
| |
Voluntary
Termination | | |
Retirement
at Age 60 or 55 w/non-compete1 | | |
Involuntary
not for Cause Termination2 | | |
Involuntary
for Cause Termination | | |
Death | | |
Disability | |
Cash Severance | |
$ | 0 | | |
$ | 0 | | |
$ | 510,000 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | |
Cash Bonus | |
| 501,923 | | |
| 0 | | |
| 501,923 | | |
| 0 | | |
| 501,923 | | |
| 501,923 | |
Unvested Stock Options | |
| 0 | | |
| 0 | | |
| 173,691 | | |
| 0 | | |
| 173,691 | | |
| 173,691 | |
Unvested Restricted Stock | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 480,034 | | |
| 480,034 | |
Cash-settled RSU | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
Stock-settled RSU3 | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 448,949 | | |
| 448,949 | |
Retiree Medical | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
Perquisites | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
TOTALS |
| |
$ | 501,923 | | |
$ | 0 | | |
$ | 1,185,614 | | |
$ | 0 | | |
$ | 1,604,597 | | |
$ | 1,604,597 | |
(1) |
Messrs. Muehlbauer, Heckes and Ireland have not reached Retirement age
as defined under the 1991 Plan, 2009 Plan and 2015 Plan, so no payments are included under the Retirement column for those
individuals. Unvested Stock Options for Messrs. Hendrickson and Engh include all unvested stock options except for those unvested
stock options from the option grant on September 30, 2015 as the hypothetical retirement occurs before the start of the first
full fiscal year for which the options are awarded, which means the amount vested would be proportionately reduced to zero
pursuant to the 2015 Plan. |
|
|
(2) |
Includes amounts payable under the Severance Policy for Officers. In addition, Mr. Hendrickson
was granted a cash-settled RSU and Mr. Muehlbauer was granted restricted stock that included accelerated vesting upon Involuntary
Not for Cause Termination. |
|
|
(3) |
Includes PSU awards and assumes vesting for performance at “Target” level. |
Termination of Employment and Change in Control Arrangements
The Corporation has entered into agreements with our Named Executives
providing for the continued employment of such executives for a period of up to two years following a qualifying change in control
of the Corporation. During such two-year period, executives would continue to be employed and compensated commensurate with their
positions and compensation prior to the change in control. The change in control agreements each have a two-year term, subject
to an annual evergreen extension for an additional two years. The Corporation is permitted to terminate the agreement by providing
the executive with written notice of termination at least 60 days prior to the next annual renewal date. The employment and severance
compensation provisions of the agreement do not, however, take effect until a Change in Control (as defined below) has occurred
during the term of the agreement.
Under the change in control agreements, an executive becomes
entitled to a lump sum payment and the continuation of certain benefits upon any termination of the executive’s employment
with the Corporation (or an applicable subsidiary), after a change in control, for any reason other than: (a) by the executive
without good reason; (b) by the Corporation as a result of the disability of the executive or for cause; or (c) as a result of
the death of the executive. Severance payments required under each agreement include a lump sum amount equal to three times our
Named Executive’s annual base salary and target annual bonus for our Named Executives hired prior to 2008 (Messrs. Hendrickson
and Engh), and two times for those hired in 2008 or later (Messrs. Ireland, Heckes and Muehlbauer), plus three years of continuing
benefits, if such employment is terminated by the Corporation without cause or by the executive for good reason during the two-year
employment term (“double
trigger”). For this purpose, the “annual base salary”
is defined as 12 times the highest monthly base salary paid (or payable) to the executive in the one-year period preceding the
month in which a Change in Control Period (as defined below) begins; and the “target annual bonus” is defined as the
targeted annual cash incentive bonus for the fiscal year during which a Change in Control Period begins. The Corporation will also
be obligated to provide the executive (and his or her family) with health care and life insurance benefits at least equal to, and
at the same after-tax cost, as those which would have been provided absent a termination (subject to alteration in the event that
such benefits are later increased to peer executives at the Corporation).
Under the change in control agreements,
the Corporation will at its sole expense provide a terminated executive with outplacement services substantially similar to those
available to the executive immediately prior to the change in control. In addition, the Corporation will pay all legal fees and
expenses that an executive reasonably incurs as a result of any contest (regardless of the outcome thereof) respecting the validity
or enforceability of, or liability under, any provision of the executive’s change in control agreement or any guarantee of
performance thereof (including as a result of any contest by the executive about the amount of any payment pursuant to the change
in control agreement), plus interest. Finally, the Corporation will also pay any excise taxes that the executive may incur as a
result of such payments, and any income and excise taxes on such excise tax payments. The Compensation Committee has decided that
change in control agreements for any officer first elected in fiscal 2013 or later shall not include reimbursement for any excise
taxes that may be payable by an executive with respect to change in control payments.
Definitions
“Change in Control”
means any of the following:
|
|
|
|
Ÿ |
any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”) (a “Person”) becoming the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more (or 30% or more for purposes of the 2015 Plan) of either (A) the then-outstanding shares of common stock of the Corporation or (B) the combined voting power of the then-outstanding voting securities of the Corporation entitled to vote generally in the election of directors provided, however, that (i) any acquisition directly from the Corporation, (ii) any acquisition by the Corporation and (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any affiliated company do not constitute a Change in Control; |
|
|
|
|
Ÿ |
individuals who, as of the date of the agreement, constitute the Board of Directors (the “Incumbent Board”), together with any individuals becoming a director after the date of the agreement whose election, or nomination for election by the Corporation’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board, ceasing for any reason to constitute at least a majority of the Board of Directors; |
|
|
|
|
Ÿ |
subject to certain limited exceptions, any consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Corporation or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Corporation, or the acquisition of assets or stock of another entity by the Corporation or any of its subsidiaries (each, a “Business Combination”); or |
|
|
|
|
Ÿ |
approval by our stockholders of a complete liquidation or dissolution of the Corporation. |
“Change in Control Period”
means the period commencing on the date of the agreement and ending on the second anniversary of that date; provided, however,
that, commencing on each anniversary date of a change in control agreement (such date, the “Renewal Date”), unless
previously terminated, the Change in Control Period shall be automatically extended so as to terminate two years from such Renewal
Date, unless, at least 60 days prior to the Renewal Date, the Corporation shall give notice to the executive that the Change in
Control Period shall not be so extended.
“Good Reason” means:
|
|
|
|
Ÿ |
the assignment to the executive of any duties inconsistent in any respect with the executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by the agreement, or any action by the Corporation that results in a diminution in such position, authority, duties or responsibilities (whether or not occurring solely as a result of the Corporation’s ceasing to be a publicly traded entity), excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and that is remedied by the Corporation promptly after receipt of notice thereof given by the executive; |
|
Ÿ |
any failure by the Corporation to comply with any of the compensation-related provisions of the change in control agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and that is remedied by the Corporation promptly after receipt of notice thereof given by the executive; |
|
|
|
|
Ÿ |
requiring the executive to be based at (i) any office or location other than as determined under the change in control agreement and that increases the distance or duration of the executive’s commute, (ii) a location other than the principal executive offices of the Corporation if the executive was employed at such location immediately prior to any change in control or (iii) any location that increases the distance or duration of the executive’s commute; |
|
|
|
|
Ÿ |
any purported termination by the Corporation of the executive’s employment otherwise than as expressly permitted by the change in control agreement; or |
|
|
|
|
Ÿ |
any other action or inaction that constitutes a material breach by the Corporation of the change in control agreement. |
For the above purposes, any good faith
determination of Good Reason made by the executive shall be conclusive. The executive’s mental or physical incapacity following
the occurrence of an event constituting Good Reason shall not affect the executive’s ability to terminate employment for
Good Reason, and the executive’s death following delivery of a notice of termination for Good Reason shall not affect the
entitlement of the executive’s estate to severance payments benefits provided hereunder upon a termination of employment
for Good Reason.
“Cause” means (1) the
willful and continued failure of an executive to perform substantially the executive’s duties (other than any failure resulting
from incapacity due to physical or mental illness or following the executive’s delivery of a notice of termination for Good
Reason), after a written demand for substantial performance is delivered to the executive by the Board of Directors that specifically
identifies the manner in which the Board believes that the executive has not substantially performed the executive’s duties,
or (2) the willful engaging by the executive in illegal conduct or gross misconduct that is materially and demonstrably injurious
to the Corporation. For these purposes, no act, or failure to act, on the part of an executive is considered “willful”
unless it is done, or omitted to be done, by the executive in bad faith or without reasonable belief that the executive’s
action or omission was in the best interests of the Corporation. In this regard, any act, or failure to act, based upon (A) authority
given pursuant to a resolution duly adopted by the Board of Directors (or the board of directors of an applicable subsidiary),
or (B) the advice of counsel for the Corporation shall be conclusively presumed to be done, or omitted to be done, by the executive
in good faith and in the best interests of the Corporation.
In addition to the change in control agreements,
the Corporation’s equity and non-equity compensation plans also contain provisions regarding changes in control. Under the
equity plans, including the 2009 Plan and the 2015 Plan, and under individual award agreements, any unvested stock options, restricted
stock and RSUs vest immediately upon a change in control of the Corporation and stock options are exercisable for the remainder
of their term. For PSUs commencing with awards for fiscal 2015, the amount of the payout will be determined using the actual performance
level achieved for any fiscal years completed prior to the change in control and assuming the target performance level for any
subsequent fiscal year(s).
Potential Payments Upon Change in Control
The following table provides information
on the potential payments that would have been payable to each of our Named Executives under existing contracts, agreements, plans
or arrangements, for a change in control if the change in control and any other triggering event for the payments had each occurred
on October 30, 2015.
|
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
Name |
| |
Cash
Severance1 | |
Stock
Options2 | |
Restricted
Stock3 | |
Cash-Settled
Resttricted Stock Units3 | |
Stock-Settled
Restricted Stock Units3 | |
Continued
Benefits4 | |
Gross
Up Payment5 | |
TOTAL | |
G.E. Hendrickson | |
$ | 6,840,000 | |
$ | 2,049,802 | |
$ | 3,808,212 | |
$ | 12,867,893 | |
$ | 3,226,748 | |
$ | 61,000 | |
$ | 0 | |
$ | 28,853,655 | |
J.L. Muehlbauer | |
| 2,187,600 | |
| 1,368,540 | |
| 1,159,204 | |
| 716,974 | |
| 813,709 | |
| 63,000 | |
| 0 | |
| 6,309,027 | |
R. Engh | |
| 2,445,920 | |
| 281,017 | |
| 700,056 | |
| 724,017 | |
| 405,721 | |
| 55,000 | |
| 0 | |
| 4,611,731 | |
H.C. Heckes | |
| 1,969,950 | |
| 383,108 | |
| 802,134 | |
| 789,829 | |
| 561,226 | |
| 56,000 | |
| 0 | |
| 4,562,247 | |
L.H. Ireland | |
| 1,770,000 | |
| 173,691 | |
| 480,034 | |
| 0 | |
| 448,949 | |
| 58,000 | |
| 0 | |
| 2,930,674 | |
(1) |
Cash severance includes three times the base salary and target bonus amounts
in effect as of October 30, 2015 for Messrs. Hendrickson and Engh and two times such amounts for Messrs. Muehlbauer, Heckes
and Ireland. |
|
|
(2) |
Represents acceleration of unvested stock options with the value being the difference between
the aggregate market price at fiscal year-end of $80.95 and the aggregate exercise price. |
|
|
(3) |
Represents the aggregate fair market value of the restricted stock, RSUs and PSUs, as applicable,
for which vesting would be accelerated as of the date of the change in control. |
|
|
(4) |
Represents 36 months of coverage to the executive, at active employee rates, for health insurance,
life insurance, dental insurance and disability insurance benefits, less the value of benefits broadly available to non-executives
upon a change in control. |
|
|
(5) |
No excise taxes or taxes thereon would be reimbursed to the Named Executives as a result
of any change in control payments under Section 280G of the Internal Revenue Code. |
Director Compensation
Fees Payable in Cash or Stock. In
fiscal 2015, non-employee directors received an annual cash retainer of $95,000, except that Mr. Bode, the Chair of the Audit Committee,
received an annual cash retainer of $115,000, Mr. Friendly, the Chair of the Compensation Committee received an annual cash retainer
of $110,000 and the Lead Director, Mr. Curler, received an annual cash retainer of $130,000. Mr. Lumley received a pro-rata portion
of the retainer, $55,417, as he joined the Board of Directors in June 2015. At a director’s option, the annual retainer may
be paid in cash or by the Corporation purchasing shares of its common stock in the open market quarterly on behalf of the director
– See footnote 1 to the 2015 Director Compensation table below for those directors who elected to receive all or a portion
of their cash retainer in stock. Any costs of such purchases are paid by the Corporation. No meeting fees are paid to directors.
Non-employee directors appointed to any
subcommittee of the standing committees of the Board of Directors receive an additional cash retainer of $5,000. No subcommittee
retainers were paid in fiscal 2015.
Annual Stock Award. Each non-employee
director is granted a stock award every year under the 2015 Plan. For grants in respect of service in fiscal year 2015, each non-employee
director serving as a member of the Board of Directors on the date of the September Board meeting was granted on the date of such
meeting a stock award with a value equal to $115,000. Mr. Lumley received a stock award with a pro-rata value equal to $47,917.
Annual stock awards for a director who retires from the Board during the year will be prorated to reflect the partial year, and
awarded at the same time as other director awards. The non-employee directors were each granted 1,600 shares on September 30, 2015,
except for Mr. Lumley, who was granted 667 shares.
New Director Restricted Stock Award.
New non-employee directors of the Corporation receive a stock award, intended to attract new directors of high caliber and
qualifications and recognize their immediate contributions to the Corporation. The stock award is equal to his or her current annual
retainer. The stock award is restricted for five years, and the director must be serving as a member of the Board on the date the
restrictions lapse to receive the award. Mr. Lumley received a restricted stock award of 1,252 shares upon joining the board on
June 10, 2015.
Deferral of Cash Retainer. Beginning
in fiscal 2015, Directors may elect to defer up to 100% of the cash portion of their annual retainer into the Nonqualified Plan.
Distributions are made upon death or on or after certain payment events elected by the participant, including specified dates,
separation from the Board or a change in control. Distributions from the Nonqualified Plan are governed by the Internal Revenue
Code and the Nonqualified Plan.
Stock Ownership Guidelines and Restrictions
on Hedging and Pledging. To align the interests of our directors with the interests of stockholders, we have established stock
ownership guidelines equal to five times the annual cash retainer paid to directors. Directors are expected to reach the ownership
level specified in the guidelines within five years after becoming a director. All of our directors are in compliance with these
guidelines, and the directors who have served less than five years are on track to reach the specified ownership level within
the five-year period. In addition, directors may not hedge their shares of the Corporation’s stock and must obtain approval
from the Corporation’s CEO and General Counsel before pledging any of their shares of the Corporation’s stock. Approval
for any pledge is discretionary and subject to various criteria and limits, including that the sum of all pledged stock by officers
and directors does not exceed two times the average daily trading volume of the Corporation’s stock. No director has pledged
stock during 2015. The Hedging and Pledging Policy is available on the “Investors – Corporate Governance” section
of our website at www.valspar.com, as Exhibit 12 to the Principles of Corporate Governance.
Reimbursement
of Out-of-Pocket Expense. Directors are entitled to reimbursement for reasonable out-of-pocket expenses incurred in connection
with travel to and from meetings of the Board of Directors or its committees and for related activities, including director education
courses.
2015 Director
Compensation
The table below summarizes the compensation
paid to non-employee directors during 2015.
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Name |
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Fees Earned
or Paid in Cash or Stock ($)1 |
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Stock
Awards ($)2,3 |
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Total $ |
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J.J. Allen |
$ 95,000 |
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$115,008 |
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$210,008 |
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J.M. Ballbach |
95,000 |
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|
115,008 |
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210,008 |
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J.S. Bode |
115,000 |
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115,008 |
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230,008 |
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W.M. Cook |
95,000 |
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|
115,008 |
|
210,008 |
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J.H. Curler |
130,000 |
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|
115,008 |
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245,008 |
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S.D. Fleming |
95,000 |
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115,008 |
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210,008 |
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I.R. Friendly |
110,000 |
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115,008 |
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225,008 |
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J.S. Haugarth |
95,000 |
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115,008 |
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210,008 |
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M.C. Jemison |
95,000 |
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115,008 |
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210,008 |
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D.R. Lumley |
55,417 |
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47,917 |
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103,334 |
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(1) |
The following directors elected to receive all or a portion of their annual
retainer in the Corporation’s common stock in fiscal 2015, resulting in the purchase of the following number of shares
for each such director: Mr. Cook, 1,174 shares; Mr. Curler, 1,606 shares; and Mr. Friendly, 679 shares. Ms. Haugarth deferred
75% of her fiscal 2015 annual retainer into the Nonqualified Plan and her earnings on that deferred amount were $(602) in
2015. |
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(2) |
Valuation of awards based on the grant date fair value of those awards computed in accordance
with ASC Topic 718 for the fiscal years indicated. |
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(3) |
Each of our non-employee directors has the following aggregate number of stock awards outstanding
as of October 30, 2015: Allen, 2,266 shares; Ballbach, 1,436 shares; Bode, 0 shares; Cook, 0 shares; Curler, 0 shares; Fleming,
1,506 shares; Friendly, 0 shares; Haugarth, 0 shares; Jemison, 0 shares; and Lumley, 1,252 shares. Each of our non-employee
directors has the following aggregate number of shares underlying unexercised options as of October 30, 2015: Allen, 0 shares;
Ballbach, 0 shares; Bode, 43,200 shares; Cook, 0 shares; Curler, 44,600 shares; Fleming, 0 shares; Friendly, 17,750 shares;
Haugarth, 12,600 shares; Jemison, 0 shares; and Lumley, 0 shares. |
OUTSTANDING SHARES AND VOTING RIGHTS
Stockholders of record on December 28,
2015 will be entitled to receive notice of and vote at the meeting. As of the record date, there were outstanding and entitled
to be voted at the meeting 79,005,241 shares of common stock, each share being entitled to one vote.
Share Ownership of Certain Beneficial Owners
The following information concerning ownership
of common stock of the Corporation is furnished as of the record date, unless otherwise indicated, with respect to all persons
known by the Corporation to be the owner, of record or beneficially, of more than five percent of the outstanding common stock
of the Corporation. Unless otherwise indicated, the stockholders listed in the table below have sole voting and investment power
with respect to the shares indicated.
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Name and Address
of Beneficial Owner |
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Shares
Beneficially Owned |
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Percent
of Class |
Iridian Asset Management LLC1 |
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5,243,666 |
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6.4% |
276 Post Road West |
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Westport, CT 06880 |
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The Vanguard Group2 |
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5,236,498 |
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6.39% |
100 Vanguard Blvd. |
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Malvern, PA 19355 |
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C. Angus Wurtele3 |
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4,893,900 |
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6.2% |
4900 IDS Center |
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80 South 8th Street |
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Minneapolis, MN 55402 |
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BlackRock, Inc.4 |
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4,880,005 |
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6.0% |
40 East 52nd Street |
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Malvern, PA 19355 |
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(1) |
Based on information contained in a Schedule 13G filed with the SEC on
January 29, 2015, reflecting the shareholder’s beneficial ownership as of December 31, 2014. Iridian Asset Management
LLC. Iridian Asset Management LLC (“Iridian”), David L. Cohen (“Cohen”) and Harold J. Levy (“Levy”)
report shared voting and dispositive power over 5,212,113 shares. Iridian has direct beneficial ownership of the shares in
the accounts for which it serves as the investment adviser under its investment management agreements. Messrs. Cohen and Levy
may be deemed to possess beneficial ownership of the shares beneficially owned by Iridian by virtue of their indirect controlling
ownership of Iridian, and having the power to vote and direct the disposition of shares as joint Chief Investment Officers
of Iridian. Messrs. Cohen and Levy disclaim beneficial ownership of such shares. Mr. Levy has direct beneficial ownership
of the 31,553 shares owned by him. |
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(2) |
Based on information contained in a Schedule 13G filed with the SEC on February 11, 2015,
reflecting the shareholder’s beneficial ownership as of December 31, 2014. The Vanguard Group reports sole voting power
over 53,056 shares; sole dispositive power over 5,190,142 shares; and shared dispositive power over 46,356 shares. |
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(3) |
Based on information contained in a Schedule 13G filed with the SEC on January 11, 2016,
reflecting the shareholder’s beneficial ownership as of December 31, 2015. Mr. Wurtele reports sole voting and dispositive
power over 2,427,750 shares, and shared voting and dispositive power over 2,466,150 shares owned by his spouse of which he
disclaims beneficial ownership. |
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(4) |
Based on information contained in a Schedule 13G filed with the SEC on January 30, 2015,
reflecting the shareholder’s beneficial ownership as of December 31, 2014. BlackRock, Inc. reports sole voting power
over 4,642,581 shares; sole dispositive power over 4,880,005 shares. |
Share Ownership of Management
The following table lists, as of December
28, 2015, the beneficial ownership of common stock for all directors, each of our Named Executives and all directors and executive
officers as a group. Except as otherwise indicated, no director or executive officer individually owns as much as 1% of the total
outstanding shares of common stock.
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Name |
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Shares1 |
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Name |
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Shares1 |
Jack J. Allen |
10,005 |
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Ian R. Friendly |
38,642 |
2,6 |
John M. Ballbach |
12,648 |
4 |
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Janel S. Haugarth |
36,035 |
2 |
John S. Bode |
61,606 |
2 |
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Howard C. Heckes |
214,575 |
3 |
William M. Cook |
20,557 |
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Gary E. Hendrickson |
1,045,003 |
3,7 |
Jeffrey H. Curler |
133,387 |
2 |
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Les H. Ireland |
9,765 |
3 |
Rolf Engh |
765,892 |
3,5 |
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Mae C. Jemison |
16,585 |
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Shane D. Fleming |
5,075 |
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David R. Lumley |
1,919 |
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James L. Muehlbauer |
100,798 |
3 |
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All directors and executive officers as a group |
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2,472,492 |
2,3,4,5,6,7,8 |
(1) |
Except as otherwise indicated, each person possesses
sole voting and investment power with respect to shares shown as beneficially owned. |
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(2) |
Includes shares which may be acquired within 60 days by exercise
of outstanding options under the Corporation’s Stock Option Plan for Non-Employee Directors, as follows: Mr. Bode, 43,200
shares; Mr. Curler, 44,600 shares; Mr. Friendly, 17,750 shares; and Ms. Haugarth, 12,600 shares. |
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(3) |
Includes shares indirectly owned as of October 30, 2015 through
The Valspar Savings and Retirement Plan, and over which each participant has sole voting power, as follows: Mr. Hendrickson,
12,035 shares; Mr. Muehlbauer, 145 shares; Mr. Engh, 55,478 shares; Mr. Heckes, 2,087 shares; Mr. Ireland, 0 shares; and executive
officers as a group, 69,745 shares. Also includes the following numbers of shares which may be acquired within 60 days by
exercise of outstanding options under the Corporation’s stock option plans, as follows: Mr. Hendrickson, 818,987 shares;
Mr. Muehlbauer, 81,567 shares; Mr. Engh, 210,181 shares; Mr. Heckes, 165,381 shares; Mr. Ireland, 3,835 shares; and executive
officers as a group, 1,279,951 shares. |
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(4) |
Includes 50 shares held by Mr. Ballbach’s daughters and 25
shares for which Mr. Ballbach is custodian for a minor child. |
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(5) |
Includes shares which are pledged as security, as follows: Mr. Engh,
316,264 shares. |
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(6) |
Includes 14,378 shares held in a trust. |
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(7) |
Includes 85,224 shares held in trusts. |
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|
(8) |
Percentages of the outstanding shares of common stock beneficially
owned by all directors and executive officers as a group, 3.1%. Mr. Hendrickson beneficially owns 1.3% of the outstanding
shares of the common stock. |
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange
Act of 1934, as amended (the “1934 Act”), requires the Corporation’s directors, executive officers and beneficial
owners of more than 10% of the common stock of the Corporation to file with the SEC certain reports regarding their ownership of
common stock or any changes in such ownership. Officers, directors and greater than 10% stockholders are required by SEC regulations
to furnish the Corporation with copies of all Section 16(a) forms that they file.
Based solely on its review of the copies
of such reports received by it, and/or written representations from certain reporting persons that no Form 5’s were required
for such persons, the Corporation believes that, during the year ended October 30, 2015, the reporting persons have complied with
all filing requirements of Section 16(a) of the 1934 Act, except for the Form 3s filed on behalf of Messrs. Heckes and Ireland
on March 19, 2015, which were filed late due to an administrative oversight.
PROPOSAL
2
Advisory
Vote to Approve Executive Compensation (“Say-on-Pay” vote)
Background
The Dodd-Frank
Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was signed into law on July 21, 2010. The Dodd-Frank
Act requires U.S. public corporations to hold an advisory (non-binding) vote on executive compensation. The Board of Directors
is committed to excellence in governance and is aware of the significant interest in executive compensation matters by investors
and the general public.
The Corporation
has designed its executive compensation program to attract, motivate, reward and retain the senior management talent required
to achieve our corporate objectives and to increase long-term stockholder value. We believe that our compensation policies and
practices are centered on a pay-for-performance philosophy and are aligned with the long-term interests of our stockholders. See
“Executive and Director Compensation – Compensation Discussion and Analysis,” beginning on page 11 for additional
information on our executive compensation programs.
Proposal
The Corporation
is presenting this proposal, which gives you as a stockholder the opportunity to express your view on our executive compensation
by voting for or against the following resolution:
“RESOLVED,
that the stockholders approve, on an advisory basis, the compensation of The Valspar Corporation’s named executive officers,
as disclosed in the Compensation Discussion and Analysis, the compensation tables and the related disclosures contained in the
Corporation’s 2016 Proxy Statement.”
Position of Board of Directors
THE BOARD
OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS BY VOTING “FOR”
THE ABOVE RESOLUTION AND THIS PROPOSAL.
As discussed
in the Compensation Discussion and Analysis contained in this proxy statement, the Compensation Committee of the Board of Directors
believes that the executive compensation for fiscal 2015 is reasonable and appropriate, is justified by the performance of the
Corporation and is the result of a carefully considered approach.
In deciding
how to vote on this proposal, the Board urges you to consider the following factors, many of which are more fully discussed in
the Compensation Discussion and Analysis beginning on page 11:
Ÿ |
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The Corporation has performed well against its peers by relevant industry
measures. |
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Ÿ |
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Our Compensation Committee has designed the compensation packages for our Named Executives
to depend on the achievement of objective performance goals that the Committee believes drive long-term shareholder value. |
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Ÿ |
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As disclosed under Compensation Risk Analysis on page 10, our pay practices do not encourage
management to take excessive risk. |
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Ÿ |
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We recognize the need to fairly compensate and retain a senior management team that has
produced excellent operating results over the past several years. |
Effect of Vote
Because
your vote is advisory, it will not be binding upon the Corporation, the Compensation Committee or the Board of Directors. However,
we value stockholders’ opinions, and we will consider the outcome of the Say-on-Pay vote when determining future executive
compensation arrangements. Last year, 94% of the votes cast in the Corporation’s Say-on-Pay vote were cast in favor of approving
the Corporation’s compensation for its named executive officers.
PROPOSAL
3
Appointment
of Auditors
The Board
of Directors has appointed Ernst & Young LLP to audit the Corporation’s consolidated financial statements for the fiscal
year ending October 28, 2016. Ernst & Young LLP acted as the Corporation’s auditors for the fiscal year ended October
30, 2015. A representative of Ernst & Young LLP is expected to be present at the 2016 annual meeting and will be given an
opportunity to make a statement if so desired and to respond to appropriate questions.
Auditor Fee Information
Audit Fees
Fees for audit services totaled $3,035,087 in 2015 and $2,991,413 in 2014, which includes fees associated with the annual financial
statement audit, audit of internal control over financial reporting, foreign statutory audits, the reviews of the Corporation’s
quarterly reports on Form 10-Q and registration statements filed with the SEC.
Audit-Related
Fees
Fees for audit-related services totaled $17,009 in 2015 and $16,379 in 2014. Audit-related services principally include accounting
and reporting consultations, as well as other audits required by contract or regulation.
Tax Fees
Fees for tax services, including tax compliance, tax advice and tax planning totaled $151,137 in 2015 and $148,782 in 2014.
All Other Fees
The Corporation did not incur fees except as indicated in the above categories.
Pre-Approval of Services by
Independent Auditors
As permitted
under applicable law, the Audit Committee may pre-approve from time to time certain types of services, including tax services,
to be provided by the Independent Auditors. As provided in the Charter of the Audit Committee, and in order to maintain control
and oversight over the services provided by the Independent Auditors, it is the policy of the Audit Committee to pre-approve all
audit and non-audit services to be provided by the Independent Auditors and not to engage the Independent Auditors to provide
any non-audit services prohibited by law or regulation. For administrative convenience, the Audit Committee may delegate pre-approval
authority to the Audit Committee Chair, but any decision by the Committee Chair on pre-approval must be presented to the full
Audit Committee at its next scheduled meeting.
AUDIT
COMMITTEE REPORT
The primary
purpose of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities relating to the
reliability and integrity of financial reporting, including the Company’s disclosure practices, risk management processes
and internal controls. The Audit Committee operates under a written charter adopted by the Board of Directors. The Audit Committee
has met with management (including the Chief Executive Officer, Chief Financial Officer, General Counsel, Controller and Director
of Internal Audit) and Ernst & Young LLP, the Corporation’s independent registered public accounting firm (“Independent
Auditors”).
The Audit
Committee held meetings with the Corporation’s internal auditors and Independent Auditors, both in the presence of management
and privately, to discuss the overall scope and plans for their respective audits, the results of their examinations, the evaluations
of the Corporation’s internal controls, the overall quality of the Corporation’s financial reports, the reasonableness
of significant judgments and the clarity of disclosures in the financial statements.
The Audit
Committee has reviewed and discussed the audited consolidated financial statements and management’s report on internal controls
over financial reporting with management and the Independent Auditors. The Audit Committee also reviewed and discussed with the
Independent Auditors the matters required to be discussed under Statement on Auditing Standards No. 61, Communication with Audit
Committees (SAS 61), as amended and as adopted by the Public Company Accounting Oversight Board (United States) in Rule 3200T,
as well as rules of the SEC and other applicable regulations.
With respect
to independence, the Audit Committee has received the written independence disclosures from the Independent Auditors required
under Ethics and Independence Rule 3526 of the Public Company Accounting Oversight Board (Communications with Audit Committees
Concerning Independence) and has discussed with the Independent Auditors the independent auditors’ independence.
Based upon
the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board has approved,
(i) the selection of the Independent Auditors for the 2016 fiscal year and (ii) that the audited financial statements be included
in the Corporation’s Annual Report on Form 10-K for the year ended October 30, 2015 for filing with the SEC.
SUBMITTED
BY THE AUDIT COMMITTEE
OF THE CORPORATION’S BOARD OF DIRECTORS
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Jack J. Allen |
John S. Bode, Chair |
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John M. Ballbach |
William M. Cook |
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David R. Lumley |
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ADDITIONAL
INFORMATION
Other Business
Management
is not aware of any matters to be presented for action at the meeting, except matters discussed in this Proxy Statement. If any
other matters properly come before the meeting, it is intended that the shares represented by proxies will be voted in accordance
with the judgment of the persons voting the proxies.
2017 Stockholder Proposals
If you would
like to submit a proposal for us to include in the proxy statement for our 2017 annual meeting, you must comply with Rule 14a-8
under the Exchange Act and the advance notice provisions of our By-laws. You must also make sure that we receive your proposal
at our executive offices (sent c/o Corporate Secretary) by September 24, 2016. Any stockholder proposal included in our proxy
statement will also be included on our form of proxy so that stockholders can indicate how they wish to vote their shares on the
proposal.
If you would
like to recommend a person for consideration as a nominee for election as a director at our 2017 annual meeting, you must comply
with the advance notice provisions of our By-laws. These provisions require that we receive your nomination at our executive offices
(sent c/o Corporate Secretary) no earlier than October 27, 2016, and no later than November 26, 2016. Additional information regarding
the consideration of stockholder recommendations for nominees to the Board can be found in this Proxy Statement under the heading
“Corporate Governance – Director Nomination Process” beginning on page 7.
If you would
like to present a proposal at our 2017 annual meeting without including it in our proxy statement, you must comply with the advance
notice provisions of our By-laws. These provisions require that we receive your proposal at our executive offices (sent c/o Corporate
Secretary) no earlier than October 27, 2016, and no later than November 26, 2016.
If the presiding
officer at the 2017 annual meeting of stockholders determines that a stockholder proposal or stockholder director nomination was
not submitted in compliance with the advance notice provisions of our Bylaws, the proposal or nomination will be ruled out of
order and not acted upon.
The above
information is only a summary of some of the requirements of the advance notice provisions of our By-laws. If you would like to
receive a copy of the provisions of our By-laws setting forth all of these requirements, you should write to our executive offices,
c/o Corporate Secretary.
Ability of Stockholders and
Other Interested Parties to Communicate with the Corporation’s Board of Directors
The Corporation’s
Board of Directors has established several means for stockholders and other interested parties to communicate with the Corporation’s
Board of Directors. Concerns regarding the Corporation’s financial statements, accounting practices or internal controls
should be submitted in writing to the Chairman of the Audit Committee in care of the Corporate Secretary at the Corporation’s
headquarters address. If the concern relates to the Corporation’s governance practices, business ethics or corporate conduct,
the concern should be submitted in writing to the Chairman of the Nominating and Governance Committee in care of the Corporate
Secretary at the Corporation’s headquarters address. Concerns regarding the Corporation’s executive compensation should
be submitted in writing to the Chairman of the Compensation Committee in care of the Corporate Secretary at the Corporation’s
headquarters address. If a stockholder or other interested parties are unsure as to which category the concern relates, the concern
may be communicated to any one of the independent directors in care of the Corporate Secretary at the Corporation’s headquarters
address. All communications will be sent to the applicable director(s).
The Corporation
schedules its Annual Meeting of Stockholders concurrent with a regularly scheduled Board of Directors meeting and expects its
directors to attend the Corporation’s Annual Meeting of Stockholders. All directors attended last year’s Annual Meeting
of Stockholders.
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By Order of the Board of Directors, |
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ROLF ENGH, |
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Secretary |
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Minneapolis, Minnesota
January 22, 2016 |
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THE VALSPAR CORPORATION |
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IMPORTANT
ANNUAL MEETING INFORMATION |
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Using a black ink pen, mark your votes
with an X as shown in this example. Please do not write outside the designated areas. |
x |
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Electronic Voting Instructions |
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Available 24 hours a day, 7 days a week! |
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Instead of mailing your proxy, you may choose one of
the voting methods outlined below to vote your proxy. |
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VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. |
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Proxies submitted by the Internet or telephone must
be received by 11:59 p.m., Eastern Time, on February 23, 2016. |
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Vote by Internet |
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Go to www.envisionreports.com/VAL |
· Or scan the QR code with your smartphone |
· Follow the steps outlined on the secure website |
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Vote by telephone |
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· Call toll free 1-800-652-VOTE (8683) within the
USA, US territories & Canada on a touch tone telephone |
· Follow the instructions provided by the recorded
message |
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Annual
Meeting Proxy Card |
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▼
IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE,
FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
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A |
Proposals — The Board of Directors recommends
a vote FOR each of the nominees listed in Proposal 1 and FOR Proposals 2 and 3. |
1.
To elect three directors (Class III)
for a term of three years: |
+ |
Nominees: |
For |
Against |
Abstain |
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For |
Against |
Abstain |
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For |
Against |
Abstain |
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01 - William M.
Cook |
o |
o |
o |
02 - Gary E. Hendrickson |
o |
o |
o |
03 - Mae C. Jemison, M.D. |
o |
o |
o |
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For |
Against |
Abstain |
2. To cast an
advisory vote to approve the compensation of our named executive officers as disclosed in the Corporation’s proxy statement
(“Say-on-Pay” vote): |
o |
o |
o |
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The undersigned authorizes the Proxies to vote in their discretion
upon such other business as may properly come before the meeting. |
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For |
Against |
Abstain |
3. To ratify the
appointment of Ernst & Young LLP as the independent registered public accounting firm of the Corporation for the fiscal
year ending October 28, 2016: |
o |
o |
o |
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B |
Non-Voting Items |
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Change of
Address — Please print your new address below. |
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Comments —
Please print your comments below. |
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Meeting Attendance |
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Mark the box to the right if you plan to attend the Annual Meeting. |
o |
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C |
Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below |
NOTE: Please sign as name appears hereon. Joint owners
should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. |
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Date (mm/dd/yyyy)
— Please print date below. |
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Signature 1
— Please keep signature within the box. |
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Signature 2
— Please keep signature within the box. |
/ / |
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1 U
P X |
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+ |
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027ZRD |
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THE VALSPAR
CORPORATION
ANNUAL MEETING
OF STOCKHOLDERS
Wednesday
February 24, 2016
9:00 AM
1101 South
3rd Street
Minneapolis,
MN 55415
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Important Notice Regarding the Internet Availability of Proxy Materials
for the Annual Meeting of Stockholders. |
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The Notice and Proxy Statement and the Annual Report are available
at: |
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www.edocumentview.com/VAL |
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▼
IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE,
FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
▼ |
|
Proxy
— THE VALSPAR CORPORATION |
PROXY SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned hereby appoints JEFFREY
H. CURLER and GARY E. HENDRICKSON, and each of them, as proxies with full power of substitution, to vote on behalf of the undersigned
the same number of shares which the undersigned is then entitled to vote, at the Annual Meeting of the Stockholders of The Valspar
Corporation to be held on Wednesday, February 24, 2016 at 9:00 A.M., at 1101 South 3rd Street, Minneapolis, Minnesota
55415, and at any adjournments thereof, on any matter properly coming before the meeting.
This proxy when properly executed will
be voted in the manner directed herein by the undersigned stockholder. If no direction is made, this proxy will be voted FOR items
1, 2 and 3.
(Continued and to be marked, dated and signed, on the other
side)
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