SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934
(Amendment No.  )

 

Check the appropriate box:

TOWER INTERNATIONAL, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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Tower International, Inc.
17672 Laurel Park Drive North, Suite 400E
Livonia, Michigan 48152

June 4, 2012March 24, 2015

Dear Fellow Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of Tower International, Inc. (the “Company”), which will be held in the Laurel Park Office Complex located at 17672 Laurel Park Drive North, Livonia, Michigan at 9:008:30 a.m. local time on July 27, 2012.April 24, 2015.

This booklet includes the Notice of Annual Meeting and the Proxy Statement, which contain information about the formal business to be acted on by the Company’s stockholders, including the election of threetwo directors, a non-binding advisory vote on executive compensation, and ratification of the appointment of auditors. I urge you to read the accompanying Proxy Statement thoroughly. As described in greater detail in the Proxy Statement, the Board of Directors of the Company recommends a vote “FOR” each of the threetwo directors, approval of a non-binding resolution to approve the compensation of the Company’s executive officers, and the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2012.2015. The Annual Meeting will also feature a report on the operations of the Company and a discussion period at which management will respond to appropriate questions.

We hope that you will be able to attend the Annual Meeting. However, whether or not you plan to attend in person, we ask that you complete, sign, date and return the enclosed proxy or voting instruction card(s) promptly in the enclosed envelope to ensure that your shares will be represented. If you do attend the Annual Meeting and wish to vote your shares personally, you may revoke your proxy at or prior to the Annual Meeting.

Sincerely yours,

Mark Malcolm
President and Chief Executive Officer

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Tower International, Inc.
17672 Laurel Park Drive North, Suite 400E
Livonia, Michigan 48152

 

NOTICE OF 20122015 ANNUAL MEETING OF STOCKHOLDERS
 
TO BE HELD ON July 27, 2012APRIL 24, 2015

To the Stockholders of Tower International, Inc.

NOTICE IS HEREBY GIVEN regarding the 20122015 Annual Meeting of Stockholders of Tower International, Inc. (the “Company”), as follows:

Date and Time		9:008:30a.m., local time, on Friday, July 27, 2012April 24, 2015
Location		17672 Laurel Park Drive North, Livonia, Michigan.Directions to attend the meeting in person may be obtained by contacting Investor Relations at (248) 675-6457.
Items of Business		Election of threetwo directors to hold office for a term of three years;
		Advisory vote on executive compensation;
		Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012;2015; and
		Action upon such other business that may properly come before the Annual Meeting.
Record Date		The stockholders of record at the close of business on May 29, 2012March 17, 2015 will be entitled to vote at the Annual Meeting and any adjournment or postponement thereof.
Proxy Voting		It is important that your shares of common stock be represented and voted at the Annual Meeting. You should have received either a proxy card or a voting instruction card with the Proxy Statement. If you hold your shares directly, you should have received a proxy card. If you are not the named holder of your shares, you should have received a voting instruction card. You can vote your shares by completing and returning your proxy card or voting instruction card to the Company or to your broker, as applicable. Voting instructions are printed on your proxy card or voting instruction card and are described in the accompanying Proxy Statement. You can revoke your proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the Proxy Statement.

By Resolution of the Board of Directors,

Nanette Dudek
Secretary

June 4, 2012March 24, 2015

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TOWER INTERNATIONAL, INC.
17672 Laurel Park Drive North, Suite 400E
Livonia, Michigan 48152

 

PROXY STATEMENT

These proxy materials are being provided in connection with the 20122015 Annual Meeting of Stockholders of Tower International, Inc. This Proxy Statement, the accompanying proxy card or voting instruction card, and our Form 10-K 20112014 Annual Report to Stockholders were first mailed to stockholders on or about June 4, 2012.March 24, 2015. This Proxy Statement contains important information for you to consider when deciding how to vote on the matters to be brought before the Annual Meeting. Please read it carefully.

ABOUT THE ANNUAL MEETING

Who is soliciting my vote?

The Board of Directors of the Company is soliciting your vote in connection with the 20122015 Annual Meeting of Stockholders.

What is the purpose of the Annual Meeting?

The Annual Meeting will be the Company’s regular, annual meeting of stockholders. You will be voting on the following matters at the Annual Meeting:

How does the Board of Directors recommend I vote?

The Board of Directors recommends a vote:

1.  For the election of James Chapman, Chan Galbato, and Scott Wille as directors;

2.  For the non-binding resolution approving the compensation of the Company’s executive officers; and

3.  For the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2012.

Who is entitled to vote at the Annual Meeting?

The Board of Directors has set May 29, 2012March 17, 2015 as the record date for the Annual Meeting (the “Record Date”). All stockholders who owned common stock of the Company at the close of business on the Record Date may attend and vote at the Annual Meeting.

How many votes can be cast by stockholders?

Each share of our common stock is entitled to one vote. There is no cumulative voting. There were 20,246,44521,101,219 shares of our common stock outstanding and entitled to vote as of the close of business on the Record Date.

How many votes must be present to hold the Annual Meeting?

A quorum must be present at the Annual Meeting in order to hold the Annual Meeting and conduct business. A “quorum” is a majority of the outstanding shares of common stock as of the Record Date. Your shares are counted as present at the Annual Meeting if either you are present at the Annual Meeting and vote in person, or a proxy card or voting instruction card has been properly submitted by you or on your behalf to the Company or your broker, as applicable. Both abstentions and broker non-votes are counted as present for

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the purpose of determining the presence of a quorum. A “broker non-vote” is a share of common stock that is beneficially owned by a person or entity and held by a broker or other nominee, but for which the broker or other nominee lacks the discretionary authority to vote on certain matters or has not received a completed voting instruction card providing voting instructions from the beneficial owner in respect of these specific matters.

How many votes are required to elect directors and approve the other proposals?

Directors are elected by a plurality. Therefore, the threetwo nominees that receive the most votes will be elected. Abstentions and broker non-votes are not counted for purposes of the election of directors and, therefore, will have no effect on the outcome of such election.

The approval of the advisory (non-binding) proposal to approve executive compensation as disclosed in this Proxy Statement, and the ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm each requires the affirmative vote of a majority of the shares represented at the meeting and actually votedentitled to vote on the matter. Abstentions and brokermatter present in person or represented by proxy. Broker non-votes will have no effect on the outcome onof these matters.

As of Abstentions will have the Record Date, Tower International Holdings, LLC (the “Majority Stockholder”),same effect as votes cast against the Company’s principal stockholder, held approximately 66.3% of the Company’s outstanding common stock. Cerberus Capital Management, L.P. (“CCM”; and, together with the funds and accounts affiliated with CCM, “Cerberus”), the manager of the Majority Stockholder, has indicated that it will vote the shares of the Company’s common stock owned by the Majority Stockholder in favor of each of the proposals described in this Proxy Statement. If CCM votes as it has indicated, its vote is sufficient to satisfy the quorum and voting requirements necessary to adopt the proposals set forth in this Proxy Statement.proposals.

How do I vote by proxy?

You should have received either a proxy card or a voting instruction card with the Proxy Statement. If you hold your shares directly, you should have received a proxy card. If you are not the named holder of your shares (i.e., you hold your shares through a broker or other nominee), you should have received a voting instruction card. You can vote your shares by completing your proxy card or voting instruction card and returning your proxy card to the Company or your voting instruction card to your broker, as applicable, in the envelope provided with this Proxy Statement. Please see your proxy card or voting instruction card, as applicable, for more information on how to vote.

What if I don’t vote for some of the items listed on my proxy card or voting instruction card?

If you sign and return your proxy card or voting instruction card in the enclosed envelope but do not mark selections, it will be voted by the proxies in accordance with the recommendations of the Board of Directors. The Board of Directors has designated Mark Malcolm Dev Kapadia and Nanette Dudek as proxies. If you sign and return your proxy card or voting instruction card and you indicate a choice with respect to any matter to be acted upon on your proxy card or voting instruction card, your shares will be voted by the proxies in accordance with your indicated choice.

If you are a beneficial owner and hold your shares through a broker or other nominee and do not return your voting instruction card to your broker, the broker or other nominee has the ability to vote your shares on each matter at the Annual Meeting for which he or she has the requisite discretionary authority. Under applicable rules, brokers have discretion to vote on routine matters, such as the ratification of the selection of independent registered public accounting firms. However, the uncontested election of directors at a stockholder meeting is not considered a routine matter. Therefore, brokers do not have discretion to vote on the uncontested election of directors. Similarly, brokers do not have discretion to vote your shares with respect to the advisory vote on executive compensation.

Who pays for the proxy solicitation and how will the Company solicit votes?

The Company bears the expense of printing and mailing proxy materials. In addition to this solicitation of proxies by mail, the Company’s directors, officers and other employees may solicit proxies by personal interview, telephone, facsimile or email. These individuals will not be paid any additional compensation for any such solicitation. The Company will request brokers and other nominees who hold shares of common

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you may revoke your proxy by giving written notice to the Secretary of the Company, specifying such revocation. You may also change your vote by timely delivering a valid, later-dated proxy card to the Company or by voting in person at the Annual Meeting. If you do not hold your shares in your name, you may change your vote by complying with the instructions set forth in your voting instruction card. However, please note that if you would like to vote at the Annual Meeting and you are not the stockholder of record, you must request, complete and deliver a proxy from your broker or other nominee.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on July 27, 2012:

April 24, 2015:

The Proxy Statement and the accompanying Form 10-K Annual Report to Stockholders are available at:www.proxyvote.com.

THE PROPOSALS
Proposal No. 1 — The Election of Directors

Stockholders will be asked to elect threetwo directors to serve on the Board of Directors at the Annual Meeting.Meeting for terms of three years. The Company’s Certificate of Incorporation provides that the Board of Directors shall consist of not fewer than three nor more than fifteen directors, with the exact number to be fixed by the Board of Directors (subject to modification by stockholders having the right to vote at least 50% in voting power of the Company’s outstanding voting stock so long as the Majority Stockholder, its affiliates and its transferees continue to own at least 50% of the Company’s outstanding common stock).Directors. The Board of Directors has fixed the current number of directors at ten. As of July 27, 2012, the number of directors will be reduced to nine.seven.

The Company’s Certificate of Incorporation divides the Board of Directors into three classes, as nearly equal in number as possible, with the terms of office of the directors of each Class ending in different years. Class I has two directors, Class II has two directors and Class III each has three directors and Class II currently has four directors. As of July 27, 2012, the size of Class II will be reduced to three directors. The terms of directors in Classes I, II, and III end at the Annual Meetings in 2014, 2012,2017, 2015, and 2013,2016, respectively.

The Board of Directors has nominated Thomas K. Brown and James Chapman Chan Galbato and Scott Wille for election as Class II directors for three-year terms expiring at the 20152018 Annual Meeting. Larry Schwentor, currently serving as one of the four Class II Directors, will not continue to serve as a Director after his term ends on July 27, 2012. When elected, directors hold office for a three-yearthree year term and until the election and qualification of their respective successors in office or until any such director’s earlier resignation or removal.

Please see “Directors and Executive Officers — Nominees and Continuing Directors” below for information about the nominees for election as directors and the current members of the Board of Directors who will continue serving following the Annual Meeting, including their respective business experience and other pertinent information.

Directors are elected by a plurality. Therefore, the threetwo nominees who receive the most votes will be elected. Proxies cannot be voted for a greater number of persons than the number of nominees named. There is no cumulative voting. If you sign and return the accompanying proxy card or voting instruction card, your shares will be voted for the election of the threetwo nominees recommended by the Board of Directors unless you choose to abstain or withhold authority to vote againstwith respect to any of the nominees. If any nominee for any reason is unable to serve or will not serve, proxies may be voted for such substitute nominee or nominees as the proxy holder may determine. The Company is not aware of any nominee who will be unable to or will not serve as a director.

The Board of Directors unanimously recommends that you voteFOR the election of Thomas K. Brown and James Chapman Chan Galbato and Scott Wille as directors.directors for three years terms.

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The Company requests stockholder approval of the compensation of the Company’s named executive officers as disclosed pursuant to the SEC’s compensation disclosure rules (which disclosure includes the Compensation Committee Report, the Compensation Discussion and Analysis and the compensation tables).

As an advisory vote, this proposal is not binding. However, the Compensation Committee, which is responsible for designing and administering the Company’s executive compensation program, values the opinions expressed by stockholders in their vote on this proposal, and will review the voting results and take them into consideration when making future decisions regarding our executive compensation programs as the Compensation Committee deems appropriate. In 2011, 97%2014, 82.9% of the votes cast by our stockholders approved of our 20102013 executive compensation and there have not been any significant changes to the elements of our compensation program in 2011.compensation.

If no voting specification is made on a properly voted proxy card, the proxies named on the proxy card will vote “FOR” the approval of the compensation of the named executive officers as disclosed in this Proxy Statement and described in this Proposal 2.

The Board of Directors unanimously recommends that you voteFOR the approval of the compensation of the named executive officers as disclosed in this Proxy Statement.

Proposal No. 3 — Ratification of the Appointment of Deloitte & Touche LLP

The Audit Committee of the Company’s Board of Directors has selected Deloitte & Touche LLP to audit the consolidated financial statements of the Company as of December 31, 2012,2015, and for the fiscal year then ending. At the Annual Meeting, stockholders will be asked to ratify this selection. Deloitte & Touche LLP has audited the Company’s financial statements beginning with the fiscal period ended December 31, 2007.

The Company has been advised by Deloitte & Touche LLP that the firm has no relationship with the Company or its subsidiaries other than that arising from the firm’s engagement as auditors and tax advisors. The Company has also been advised that representatives of Deloitte & Touche LLP will be present at the Annual Meeting where they will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Assuming thatIf no voting specification is made on a quorum is present,properly voted proxy card, the affirmativeproxies named on the proxy card will vote of a majority of“FOR” the sharesratification of common stock voted at the Annual Meeting is necessary to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012. Abstentionsdisclosed in this Proxy Statement and broker non-votes will have no effect ondescribed in this proposal.Proposal 3.

The Board of Directors unanimously recommends that you voteFOR the ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012.2015.

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DIRECTORS AND EXECUTIVE OFFICERS

Nominees and Continuing Directors

The following table sets forth the names and ages of the nominees for election as directors and the current members of the Board of Directors who will continue serving following the Annual Meeting, as well as background information relating to each individual’s business experience, qualifications, attributes and skills and why the Board of Directors and Nominating and Corporate Governance Committee believe each individual is a valuable member of the Board of Directors.

Nominees for Election

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Continuing Directors

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Name and Experience		Class		Director Since
Dev Kapadia,, age 40,43, has been a Managing Director of CCMCerberus Capital Management, L.P. (“CCM”) since 2003. As such, one of his principal responsibilities has been to monitor Cerberus’ debt and equity investments in the Company. From 1996 to 2003, Mr. Kapadia served in various capacities with The Carlyle Group, a global private investment firm, and Carlyle Management Group, an affiliate of The Carlyle Group dedicated to turnaround and special situation investments. Prior to joining Carlyle in 1996, Mr. Kapadia was a financial analyst with Donaldson, Lufkin & Jenrette, an investment banking firm. Mr. Kapadia serves on the boards of directors of several privately held companies. He also became a director of Blue Bird Corporation (formerly Hennessy Capital Acquisition Corp.) in February 2015 upon the consummation of that entity’s acquisition of School Bus Holdings Inc. He was elected to our Board based on his knowledge of the Company and its predecessorsTower Automotive, Inc., the Company’s predecessor (the “Predecessor”), and his experience as a board member of, and senior executive with private equity firms that invest in, other manufacturing companies.		III		2007
Mark Malcolm,, age 58,61, has been the President and Chief Executive Officer of the Company since August 1, 2007. Prior to assuming that role, Mr. Malcolm served as a senior member of CCM’sthe operations team of CCM from January 2006 to July 2007 and played a leading role on behalf of CCM in the 2007 acquisition of the Company from Tower Automotive, Inc., the Company’s predecessor (the “Predecessor”).Predecessor. Before joining CCM, Mr. Malcolm spent 28 years at Ford Motor Company in a variety of senior financial positions, including Executive Vice President and Controller of Ford Motor Credit from 2004 to 2005, Director of Finance and Strategy for Global Purchasing from 2002 to 2004 and Director of Worldwide Accounting from 2000 to 2002. Mr. Malcolm was elected to our Board based on his industry knowledge, his familiarity with all aspects of the Company’s business and his experience and perspective as the Company’s Chief Executive Officer.		III		2007

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Audit, Audit-Related and Non-Audit Fees

Set forth below are the fees paid by the Company to its independent registered public accounting firm, Deloitte & Touche LLP, for the years indicated, all of which were pre-approved by the Audit Committee or the Board of Directors of the Company (amounts in thousands).

		Year Ended December 31,								Year Ended December 31,
Nature of the Fees		2011				2010				2014				2013
Audit fees (includes fees incurred during 2010 for services related to the Company’s IPO)		$	2,155			$	2,678
Audit fees										$	2,251			$	2,271
Audit-related fees			210				140				30				0
Tax fees			40				319				356				60
All other fees			—				—				0				0
Total		$	2,405			$	3,137			$	2,637			$	2,331

Audit Fees — Consist of fees for professional services rendered for the audit of the Company’s annual consolidated financial statements, the audit of the Company’s internal control over financial reporting and the review of financial statements included in the Company’s FormsQuarterly Reports on Form 10-Q, or services that are normally provided by the Company’s independent registered public accounting firm in connection with statutory or regulatory filings or engagements for the applicable years. Such services include those associated with reports or other documents filed with the SEC, such as the issuance of consents, filings on Form 8-K, responding to SEC comment letters or other inquiries by regulators related to accounting or disclosure matters, as well as the issuance of comfort letters related to securities offerings, as applicable.

Audit-Related Fees — Consist of fees for services that are reasonably related to the performance of the audit or review of the Company’s financial statements, including fees for the performance of audits and attestation services not required by statute or regulations; audits of the Company’s employee benefit plans; due diligence activities related to mergers, acquisitions and investments; and accounting consultations about the application of generally accepted accounting principles to proposed transactions.

Tax Fees — Consist of fees for tax compliance, tax planning and tax advice. Corporate tax services encompass a variety of permissible services, including: technical tax advice related to U.S. and international tax matters; assistance with foreign income and withholding tax matters; assistance with sales tax, value added tax and equivalent tax related matters in local jurisdictions; preparation of reports to comply with local tax authority transfer pricing documentation requirements; and assistance with tax audits.

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COMPENSATION DISCUSSION AND ANALYSIS

Introduction

The following discusses the various components of compensation paid in 2011 to, or earned by, the Named Executive Officers (“NEOs”) of the Company.Company during 2014. As used in this Proxy Statement, the term “NEOs” refers to:

Compensation Program Objectives and Philosophy

The primary objectives and philosophy of our compensation programs are to (i) drive executive behaviors that maximize long-term shareholder value creation, (ii) attract and retain talented executive officers with the skills necessary to successfully manage our business, and (iii) align the interests of our executive officers with stockholders by rewarding them for strong company performance. In support of these objectives, we:

Compensation Governance Practices

The Company places high value on strong compensation governance practices. We believe our executive compensation practices align with our corporate values and provide a foundation for success. These governance practices include:

Compensation-Setting Process

The Compensation Committee of our Board has responsibility for oversight and review of our total executive compensation strategy, including the design and monitoring of certainour executive compensation plans such as our annual cashincentive bonus plan.plan and our 2010 Equity Incentive Plan. In addition, the Compensation Committee determinesreviews and approves the compensation of our Chief Executive Officer and reviews and approves the compensation of all officers, including each of our NEOs. In settingreviewing and reviewingapproving compensation for our NEOs, the Compensation Committee evaluates the compensation components that it believes support our compensation objectives and philosophy.

As part of its responsibilities, the Compensation Committee reviews the appropriateness and effectiveness of our compensation programs. The Compensation Committeeprograms and approves target award opportunities and performance criteria to be utilized in our annual cashincentive bonus plan. In addition, the Compensation Committee is responsible for determining equity-based awards,plan and establishing and monitoringour long-term incentive plans.

In 2011,awards under the Compensation Committee engaged an independent consultant, Meridian Compensation Partners, LLC (“Meridian”), to provide it with advice and comparative analyses of various elements of executive compensation, including annual salary, annual variable bonus, total targeted annual cash compensation and long-term incentives. Meridian does not provide any services as an independent compensation consultant to management and it had no relationship with management prior to its engagement by the Compensation Committee.2010 Equity Incentive Plan.

The Compensation Committee considers competitive market practices with respect to the compensation of our NEOs. In its discretion, the Compensation Committee also considers compensation levels of executives holding similar positions at other domestic and international manufacturing companies that the Compensation Committee views as comparable in size and complexity of business, with additional consideration given to individual credentials. For 2011, this2014, our peer group consisted of the following 1315 companies including similarly sized companies inwithin the automotive supplier and manufacturing sectors: American Axle & Manufacturing Holdings, Inc., BorgWarner Inc., Cooper Tire & Rubber Co., Dana Holding Corporation, Federal-Mogul Corporation, Linamar

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The Compensation Committee also determines the total compensation of our other NEOs acting with advice from our Chief Executive Officer. Although the Compensation Committee utilizes and considers comments, advice and recommendations of our Chief Executive Officer the final decision with respect to compensation levels and components of the other NEOs remains withNEOs.

Risk Mitigation Overview

The Compensation Committee believes that the compensation policies and practices of the Company do not create risks that are reasonably likely to have a material adverse effect on the Company. In establishing pay practices for the Company, the goal is to design a compensation structure that does not encourage inappropriate risk-taking by employees or executive officers. Therefore, enterprise risk management is integral to the overall compensation philosophy. The following features of the compensation structure reflect this approach:

Components of Compensation

Our compensation programs consist of several components, although particular individuals may not be eligible for each component. The guiding principles of our compensation programs remain consistent throughout the various components. In each instance, we seek to incentivize and retain our NEOs by providing competitive compensation while at the same time aligning the interests of our NEOs with those of our stockholders.

The principal components of our compensation programs for the NEOs are: annual base salary; annual incentive; long term equitylong-term incentive awards;awards (cash and equity); defined contribution plan retirement benefits; severance benefits; perquisites;benefits and employment agreements, which contain termination benefits.perquisites. The Compensation Committee considers all such components to be an appropriate compensation package for our NEOs. The charts below illustrate the general target mix of salary, annual incentive and long-term incentive awards among our NEOs in 2011.2014.

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Annual Base Salary

We use base salary to attract and retain highly qualified executive officers. When establishing base salaries for the NEOs, theThe Compensation Committee and the Chief Executive Officer (other than for himself) consider a number of factors, including the seniority, skills and experience of the individual, the individual’s prior salary, the functional role of the position, and the level of the Named Executive Officer’sNEO’s responsibilities. The leading factors in determining increases infor increasing base salary include the performance, experience and skills of the individuals, and market compensation levels for senior executives with similar levels of experience and skills.

None of our NEOs received an increase to his annual rate of base salary during 2011, except for Mr. Bernard who2014. Messrs. Malcolm, Gouin and Rajkovic have not received an increase in March when he became our Senior Vice President, Sales and Business Development, andbase salary since August, 2010. Mr. Bernard has not received an increase in base salary since August, 2011 when he became our President, Americas. For each of the other NEOs, the lastMr. Malmhagen has not received an increase to his annual rate ofin base salary wassince his employment commenced in August, 2010.June, 2012.

Annual Incentive Compensation

We believe that annual cash incentive awards motivate our NEOs and reward them for annual business results that help create value for our stockholders. Each year, the Compensation Committee establishes an annual incentive bonus plan for the NEOs based on one or more performance measures and determines the relative weighting of each factor,measure. Each year’s annual incentive bonus plan is a restatement of the same plan (which we refer to as determined by the Compensation Committee.our Tower Bonus Plan) that was adopted in 2010. Other hourly and salaried employees participate in our annual incentive bonus plan as well.

2011 Tower Bonus Plan

In January, 2011,February, 2014, the Compensation Committee approved the 20112014 Tower Bonus Plan and established the level of performance necessary for the NEOs to earn their targeted payouts andpayouts. Each NEO is assigned each NEO a target percentage of base salary.bonus. Cash incentive awards are permitted to the extent selected operating results meet or exceed threshold levels of performance established by the Compensation Committee for the performance year.

For 2011,2014, the Compensation Committee designated (1) Adjusted EBITDA, (2)(i) “Adjusted Free Cash Flow, (3) AdjustedFlow”, (ii) “Adjusted EBITDA” and (iii) “Adjusted EBITDA Change in Controllable FactorsFactors” (which excludes the impact of volume (customer demand), product mix and (4) Increase in 2013 Sales Backlogforeign exchange) as the fourthree financial measures used to determine payouts. Adjusted EBITDA performance accounted for 40% of the total award, Free Cash Flow performance accounted for 30%45% of the total award, Adjusted EBITDA performance accounted for 45% of the total award and Adjusted EBITDA Change in Controllable Factors performance accounted for 15% of the total award and Increase in 2013 Sales Backlog accounted for 15%10% of the total award.

The performance necessary for the NEOs to earn their targeted payouts werewas established by the Compensation Committee at levels intended to be challenging, yet attainable, and aligned with our 20112014 business plan. The Compensation Committee retained discretion to adjust the calculation of its financial measures to account for unanticipated events.

For purposes of the 2014 Tower Bonus Plan:

Adjusted Free Cash Flow is defined as net cash provided by continuing operating activities less cash disbursed for purchases of property, plant, and equipment described on page 42 of our 10-K filed with the SEC, excluding net cash provided from or disbursed for customer-funded tooling (which nets to zero over the program lifetime), and (for 2014) excluding cash flow for opportunistic growth initiatives regarding new

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For purposes of the 2011 Tower Bonus Plan:

The 20112014 Tower Bonus Plan established a scale for each performance measure displayingthat displays the percent payout relative to a 100% target bonus payout at varying achievement levels. Each scale shows a threshold amount that must be satisfied to earn a payment and the amount necessary to achieve a 100% payout. The maximum payout under the plan is two (2) times the target payout and payout percentages are adjusted ratably between bands of payout percentages. The following scale showsscales show the payouts at various achievement levels:

Adjusted EBITDA 40%						Free Cash Flow 30%								Adjusted EBITDA Change in Controllable Factors 15%								Increase in 2013 Sales Backlog 15%
Achievement ($Mils)		Payout (%)				Achievement ($Mils)				Payout (%)				Achievement ($Mils)				Payout (%)				Achievement ($Mils)				Payout (%)
$190			0	%			($20	)			0	%			($15	)			0	%		$	0				0	%
$210			100	%		$	0				100	%			($5	)			100	%		$	100				100	%
$230			145	%		$	20				145	%		$	10				145	%		$	200				145	%
$240			175	%		$	30				175	%		$	15				175	%		$	250				175	%

		Adjusted Free Cash Flow 45%								Adjusted EBITDA 45%								Adjusted EBITDA Change in Controllable Factors 10%
		Achievement ($Mils)				Payout (%)				Achievement ($Mils)				Payout (%)				Achievement ($Mils)				Payout (%)
Threshold:		$	30				0	%		$	200				0	%			($5	)			0	%
		$	40				80	%		$	210				80	%			($2	)			80	%
		$	60				100	%		$	220				100	%		$	2				100	%
		$	70				110	%		$	225				110	%		$	4				110	%
		$	80				120	%		$	230				120	%		$	6				120	%
Max:		$	90				200	%		$	240				200	%		$	9				200	%

For 2011, we met2014, it was determined by the Compensation Committee that performance for bonus purposes should include results from two China joint ventures held for sale at year-end 2014 and accounted for as discontinued operations, as these operations were managed for all of 2014. We achieved all performance thresholds necessaryrequired to pay bonusesbonus under the 20112014 Tower Bonus Plan for each metric exceptPlan. Adjusted Free Cash Flow was $59.0 million, Adjusted EBITDA was $219.2 million, and Adjusted EBITDA Change in Controllable Factors.Factors was $3.1 million. These results would have resulted in a payout of 99.4% for each of the NEOs.

Our Adjusted EBITDA for 2011 was $227.6 million. For 2011However, during 2014, Tower Bonus Plan purposes, however,incurred customer charges retroactive to 2010 – 2013 related to steel scrap. Considering the Compensation Committee elected to increase that amount by $0.2 million to offset the small negative impact of investingthese charges on bonus payouts in a new joint venture in China that was not contemplated whenprior years, the 2011 Adjusted EBITDA target was established. Therefore,Committee exercised its discretion under the Adjusted EBITDA usedplan to reduce the 2014 bonus payouts for 2011 Tower Bonus Plan calculations was $227.8 million, which was above the $190 million threshold required to generate a payout under this measure.

Our Free Cash Flow for 2011 was negative $19.6 million. For 2011 Tower Bonus Plan purposes, however, the Compensation Committee elected to increase that amount by $34.3 million. Of that amount, $4.9 million was due to acquisition payments that were included in cash flow from operations that were made related to Company’s purchase of W Industries (see Note 17each of the NotesNEOs from 99.4% to our 2011 year-end consolidated financial statements as set forth in our Annual Report on Form 10-K for the year ended December 31, 2011 for information about the acquisition)96.5%. Such acquisition was not contemplated when the 2011 Cash Flow target was established. The second adjustment accounted for $6.9 million which was the cash paid for capital expenditures and other working capital items related to the new joint venture in China that was not contemplated when the 2011 Cash Flow target was established. The final adjustment was $22.5 million received from one of our customers in January 2012. Receipt of such amount was factored into the 2011 Cash

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Flow target, and the Compensation Committee elected not to penalize bonus plan participants because of a short delay in receiving it. Therefore, the Cash Flow used for 2011 Tower Bonus Plan calculations was $14.7 million, which was above the negative $20 million threshold required to generate a payout under this measure.

Our calculated Adjusted EBITDA Change in Controllable Factors was negative $16.9 million, which was below the negative $15 million threshold required to generate a payout under this measure. Therefore, no payout was generated by this measure under the 2011 Tower Bonus Plan.

Our calculated Increase in 2013 Sales Backlog for 2011 was $121.7 million, which was above the $0 threshold required to generate a payout under this measure.

The Compensation Committee considers each of the adjustments noted above to be appropriate because the bonus plan participants would be otherwise penalized by factors which were outside of the influence of participants or which were not factored into the 2011 targeted results.

Each Named Executive Officer was assigned a target bonus, expressed as a percentage of such participant’s base salary. Mr. Malcolm’s target bonus was 130%. Messrs. Gouin and Rajkovic each had a target bonus of 105%. Mr. Bernard’s effective target bonus was 67.4%. Mr. Bernard’s target bonus was increased from 50% to 60% in March 2011 and from 60% to 80% in August 2011. Dr. Meleghy had a target bonus of 80%.

By applying the results for each measure to the 2011 Tower Bonus Plan table shown above, we calculated a final payout of 110.5% of the targeted bonus for each of the NEOs. We calculated Mr. Malcolm’s 20112014 Tower Bonus Plan payment as follows: (i) the payout percentage of 110.5%96.5%multiplied by (ii) Mr. Malcolm’s individual bonus target percentage of base salary (130%)multiplied by (iii) Mr. Malcolm’s base salary of $840,000, resulting in a $1,206,660$1,053,780 overall bonus award. We calculated the 20112014 Tower Bonus Plan payouts for the other NEOs in the same manner.

2012 Tower Bonus Plan

In February, 2012, the Compensation Committee approved the 2012 Tower Bonus Plan. The 2012 plan has been structured in a manner similar to the 2011 Tower Bonus Plan. The Compensation Committee established the level of performance necessary for the NEOs to earn their targeted payouts and assigned each Named Executive Officer a target percentage of base salary.

For 2012, the Compensation Committee designated (1) “Adjusted EBITDA”, (2) “Free Cash Flow”, (3) “Adjusted EBITDA Change in Controllable Factors” (which excludes the impact of volume, mix and foreign exchange) and (4) “Increase in 2014 Sales Backlog” as the four financial measures used to determine payouts. All four measures are similar to the ones used under the 2011 Tower Bonus Plan. Adjusted EBITDA performance will account for 40%determination of the totalbonus award Cash Flow performance will account for 30% ofpaid to each NEO is summarized in the total award, Adjusted EBITDA Improvement in Controllable Factors will account for 15% of the total award, and Increase in 2014 Sales Backlog will account for 15% of the total award.table below:

NEO		Salary				Target Bonus as % of Salary				Payout % of Target Bonus				Bonus Award
Mark Malcolm		$	840,000				130	%			96.5	%		$	1,053,780
James Gouin		$	472,500				105	%			96.5	%		$	478,760
Michael Rajkovic		$	577,500				105	%			96.5	%		$	585,152
James Bernard		$	400,000				80	%			96.5	%		$	308,800
Pär Malmhagen*		$	441,614				60	%			96.5	%		$	256,862

Equity-Based Long TermLong-Term Incentive Awards — 2010 Equity Incentive Plan

We believe providing our NEOs with equity interests in our Company motivates them to make decisions that will build the long-term value of ourthe Company and aligns their interests with those of our stockholders.

During 2010, our Board adopted our 2010 Equity Incentive Plan — pursuant to which a total of 4,600,000 shares of our common stock are authorized for issuance in the form of stock options, restricted stock awards and other equity-based awards. During 2011,2014, we granted restricted stock unitsRSUs and Performance Awards to each of our NEOs and we granted stock options to Mr. Bernard, under the 2010 Equity Incentive Plan. The Compensation Committee set a target value for each NEO based upon a review of the competitive practices of our peer companies and the individual performance, skills and tenure of each NEO. This target value was delivered 70% in Performance Awards and 30% in RSUs.

We believe using a combination of RSUs and Performance Awards provides a balance between retaining our executives and motivating them to achieve specific business and value-creating objectives over a three-year performance period. No stock options were granted to NEOs during 2014.

Grants of Restricted Stock Units (RSUs)RSUs During 20112014

On March 3, 20116, 2014 the Compensation Committee granted RSUs covering the following RSUsnumber of shares of Company common stock to our NEOs pursuant to our 2010 Equity Incentive Plan:

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Grants of Stock OptionsPerformance Awards During 20112014

On March 10, 20116, 2014, the Compensation Committee granted stock options covering 5,542 sharesthe following target Performance Awards to each NEO to tie a significant portion of NEO compensation to specific business performance results over the three-year performance period of January 1, 2014 through December 31, 2016:

NEO		Target Performance Award
Mr. Malcolm		$	882,000
Mr. Gouin		$	248,063
Mr. Rajkovic		$	404,250
Mr. Bernard		$	210,000
Mr. Malmhagen		$	193,214

The specific business performance metrics are our Adjusted Earnings Per Share Growth Rate (“EPS Growth Rate”) and our Total Shareholder Return Percentile ranking among a group of peer companies (“TSR Percentile”). These two measures were selected based on the Compensation Committee’s review of the metrics used by our peers for similar awards and the desire to tie NEO rewards to the long-term interests of our shareholders.

50% of the Performance Award is earned based on our EPS Growth Rate for the performance period. Adjusted EPS is our diluted EPS for a fiscal year after adjusting to exclude the effect of extraordinary, unusual or nonrecurring items and is intended to be the same as reported in our fourth quarter earnings presentation for the relevant fiscal year. The EPS Growth Rate is our cumulative Adjusted EPS for the performance period stated in terms of an average annual percentage growth rate. Our NEOs will achieve the targeted amount of this portion of the Performance Award if our EPS Growth Rate is 10% for the performance period.

The remaining 50% of the Performance Award is earned based on our TSR Percentile for the performance period. Total Shareholder Return is the total percentage return per share of common stock based on the average stock price over the first 20 trading days of the performance period compared to Mr. Bernard due to his expanded role as Senior Vice President, Sales and Business Development. These optionsthe average stock price over the last 20 trading days of the performance period assuming the reinvestment of dividends. Our NEOs will vest ratably on March 1, 2012, March 1, 2013 and March 1, 2014. These options have an exercise priceachieve the targeted amount of $16.65.

On Augustthis portion of the Performance Award if our TSR Percentile is 50^th for the performance period. TSR Percentile is the percentile ranking of our Total Shareholder Return among the Total Shareholder Returns of the following group of 15 2011peer companies over the same performance period. The Compensation Committee granted stock options covering 12,676 sharesbelieves these companies provide a good representation of our common stockthe competitive business environment in which the Company operates.

American Axle & Manufacturing Holdings, Inc.		Linamar Corporation
Autoliv, Inc.		Magna International, Inc.
BorgWarner Inc.		Martinrea International Inc.
Dana Holding Corporation		Meritor, Inc.
Delphi Automotive, PLC		Tenneco Inc.
Federal-Mogul Corporation		TRW Automotive Holdings Corp.
Johnson Controls, Inc.		Visteon Corporation
Lear Corporation

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The amount of the Performance Award paid is dependent upon achieved performance and may range from zero to Mr. Bernard due to his promotion to President, Americas. These options will vest ratably on August 15, 2012, August 15, 2013 and August 15, 2014. These options have an exercise price200% of $14.81.the target amount. The following scales show the payouts at various achievement levels:

All stock options described above will vest on

		EPS Growth Rate (50% Weighting)				TSR Percentile (50% Weighting)
		%		Pay Out (% of Target)		Percentile Rank vs. Peers		Pay-Out (% of Target)
		< 5%		0%		< 25th		0%
		5%		50%		25th		50%
		10%		100%		50th		100%
		20%		200%		75th		200%

Payment of the vesting dates described above ifPerformance Award is made after the executiveend of the performance period. A prorated target Performance Award is employed by us on such vesting date. Such options will also vest in full upon the occurrence ofpaid after a change in control of ourthe Company, orexcept Mr. Malcolm’s payment is not prorated. A prorated Performance Award (based on actual performance results through the end of the preceding year) is also paid after the termination of the executive without cause, except Mr. Malcolm’s payment is not prorated. A prorated Performance Award (based on actual performance results through the end of the preceding year) is also paid in the event the executive’s employment terminates due to death or disability, as defined in our 2010 Equity Incentive Plan.

Equity-Based Long Term Incentive Awards — Management Incentive Plan

In 2007, Tower Automotive Management, LLC, or Tower Management LLC, an affiliate of our Company, adopted the 2007 Management Incentive Plan, which we refer to as the MIP. In 2008, Tower Management, LLC sold units of its non-voting membership interests, which we refer to as the Management MIP Units, to eight of our executive officers, including each of the NEOs (except Mr. Bernard who was not an executive officer at the time), and to certain of our board members and consultants.

In 2008, Tower Management, LLC, in turn, purchased an equal number of equity interests in our Company. In connection with our conversion in 2010 from a limited liability company to a corporation, our Corporate Conversion, these units became equity interests in Tower International Holdings, LLC, our principal stockholder. We refer to these units as MIP Units. Tower International Holdings, LLC has the same capital structure as we had prior to the consummation of the Corporate Conversion. Tower Management, LLC has no assets other than the MIP Units. Accordingly, the Management MIP Units held by executive officers and certain of our board members and consultants represent indirect ownership interests in the MIP Units.

The MIP is designed to align the interests of Management MIP Unit holders with those of our stockholders by providing such holders with an indirect ownership interest in us.

The Management MIP Units sold to executive officers became vested ratably over four years. All such Management MIP Units are now 100% vested.

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Pursuant to our insider trading policy, our directors and NEOs are subject to certain anti-hedging restrictions, including the prohibition from making pledges, short sales, or transactions including options and other employees must meet or maintain.derivatives related to Tower stock.

Policy Regarding Restatements

For 2011, we did not have a formal policy requiring a fixed course of action with respect to compensation adjustments following a restatement of financial results. If we were to consider a restatement of our financial statements for years through 2011, our Board or the Compensation Committee would evaluate whether future compensation adjustments were appropriate based upon the facts and circumstances surrounding the restatement.

The Compensation Committee will take appropriate action to comply with “clawback” regulations promulgated by the SEC pursuant to the Dodd-Frank Act in the event that we restate our financial statements due to material noncompliance with any financial reporting requirement under applicable securities laws.

Stockholder Advisory Vote to Approve Executive Compensation

Consistent withAs described elsewhere in this Proxy Statement, at least once every three years, our proposal at the 2011 Annual Meeting that was approved in an advisory vote by 94.82% of the votes cast by our stockholders, ourannual proxy materials will include on an annual basis a non-binding resolution seeking stockholder approval of the compensation paid to our NEOs (a say-on-pay vote). The first say-on-pay vote that occurred at the 20112014 Annual Meeting of stockholders. With 97%Stockholders resulted in 82.9% of the votes cast by our stockholders approving the compensation paid to our NEOs,NEOs. The vote confirmed the appropriateness of pay policies and programs, therefore, the Compensation Committee did not consider changing our compensation policies for 2011.

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COMPENSATION TABLESMATTERS

20112014 Summary Compensation Table

The following table summarizes, for our three most recently completed fiscal years, the compensation of (1)(i) our Chief Executive Officer, (2)(ii) our Chief Financial Officer, and (3)(iii) each of our three other most highly compensated executive officers for services rendered in fiscal 20112014 who were serving as executive officers on December 31, 2011, which we2014. We refer to these individuals as our Named“Named Executive OfficersOfficers” or NEOs.“NEOs”.

Name and Principal Position		Year				Salary				Bonus				Stock Awards(1)				Option Awards(2)				Non-Equity Incentive Plan Compensation(3)				All Other Compensation				Total
Mark Malcolm President and Chief Executive Officer			2011			$	840,000			$	—			$	3,378,005			$	—			$	1,206,660			$	36,787	(4)		$	5,461,452
			2010			$	816,667			$	—			$	6,608,056			$	716,623			$	2,964,850	(5)		$	37,538	(4)		$	11,143,734
			2009			$	653,333	(6)		$	—			$	—			$	—			$	552,718			$	34,835	(4)		$	1,240,886
James Gouin Executive Vice President and Chief Financial Officer			2011			$	472,500			$	—			$	1,106,307			$	—			$	$548,218			$	35,435	(4)		$	2,162,460
			2010			$	459,375			$	—			$	3,083,769			$	201,551			$	$1,548,986	(7)		$	35,391	(4)		$	5,329,072
			2009			$	408,750	(8)		$	—			$	—			$	—			$	$281,565			$	34,230	(4)		$	724,545
Michael Rajkovic Executive Vice President and Chief Operating Officer			2011			$	577,500			$	—			$	1,173,240			$	—			$	670,044			$	34,458	(4)		$	2,455,242
			2010			$	561,458			$	—			$	4,405,375			$	328,457			$	2,020,983	(9)		$	26,831	(4)		$	7,343,104
			2009			$	499,584	(8)		$	—			$	—			$	—			$	344,135			$	27,062	(4)		$	870,781
James Bernard President, Americas			2011			$	337,182			$	—			$	90,006			$	154,003			$	363,446	(10)		$	27,647	(11)		$	972,284
Gyula Meleghy President, International Operations(8)			2011(12)			$	435,456			$	—			$	106,310			$	—			$	384,943			$	41,029	(13)		$	967,738
			2010(14)			$	431,200			$	—			$	1,762,150			$	201,551			$	1,119,949	(15)		$	40,752	(16)		$	3,555,602
			2009(17)			$	418,560	(8)		$	—			$	—			$	—			$	216,242			$	319,967	(18)		$	954,769

Name and Principal Position		Year				Salary				Bonus				Stock Awards(1)				Option Awards(2)				Non-Equity Incentive Plan Compensation(3)				All Other Compensation				Total
Mark Malcolm President and Chief Executive Officer			2014			$	840,000			$	—			$	7,191,895	(4)		$	—			$	1,428,630	(5)		$	38,800	(16)		$	9,499,324
			2013			$	840,000			$	—			$	378,004			$	—			$	1,794,366	(6)		$	38,639	(16)			3,051,009
			2012			$	840,000			$	—			$	377,999			$	882,001			$	1,304,940			$	37,026	(16)		$	3,441,966
James Gouin Executive Vice President and Chief Financial Officer			2014			$	472,500			$	—			$	106,303			$	—			$	584,187	(7)		$	36,795	(16)		$	1,199,785
			2013			$	472,500			$	—			$	106,306			$	—			$	732,032	(8)		$	35,710	(16)		$	1,346,548
			2012			$	472,500			$	—			$	106,315			$	248,065			$	592,869			$	35,517	(16)		$	1,455,266
Michael Rajkovic Executive Vice President and Chief Operating Officer			2014			$	577,500			$	—			$	173,248			$	—			$	756,958	(9)		$	35,219	(16)		$	1,542,924
			2013			$	577,500			$	—			$	173,244			$	—			$	949,785	(10)		$	35,049	(16)		$	1,735,578
			2012			$	577,500			$	—			$	173,249			$	404,253			$	724,618			$	34,696	(16)		$	1,914,316
James Bernard, President, Americas			2014			$	400,000			$	—			$	90,009			$	—			$	398,050	(11)		$	37,071	(16)		$	925,130
			2013			$	400,000			$	—			$	90,003			$	—			$	499,410	(12)		$	36,895	(16)		$	1,026,308
			2012			$	400,000			$	—			$	90,003			$	209,999			$	494,900	(13)		$	36,114	(16)		$	1,231,016
Pär Malmhagen(20) President, Europe(21)			2014			$	441,614			$	60,495	(19)		$	82,815			$	—			$	338,978	(14)		$	93,810	(17)		$	1,017,711
			2013			$	502,824			$	—			$	78,347			$	—			$	464,222	(15)		$	44,245	(18)		$	1,089,638

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Grants of Plan-Based Awards

The following sets forth certain information with respect to grants of plan-based awards for the year ended December 31, 20112014 made to our NEOs.

		Grant Date				Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)												All Other Stock Awards: Number of Shares of Stock or Units(2) (#)				All Other Option Awards: Number of Securities Underlying Options(3) (#)				Exercise or Base Price of Option Awards ($/Sh)				Grant Date Fair Value of Stock and Option Awards(4),(5)
Name						Threshold				Target				Maximum
Mark Malcolm			1/1/2011			$	0			$	1,092,000			$	2,184,000
			3/3/2011																22,703											$	378,005
			12/20/2011																295,858											$	3,000,000
James Gouin			1/1/2011			$	0			$	496,125			$	992,250
			3/3/2011																6,385											$	106,310
			12/20/2011																98,619											$	999,997
Michael Rajkovic			1/1/2011			$	0			$	606,375			$	1,212,750
			3/3/2011																10,405											$	173,243
			12/20/2011																98,619											$	999,997
James Bernard			1/1/2011			$	0			$	227,100			$	454,200
			3/10/2011																				5,542			$	16.65			$	50,751
			3/10/2011																2,748											$	45,754
			8/15/2011																				12,676			$	14.81			$	103,252
			8/15/2011																2,988											$	44,252
Gyula Meleghy			1/1/2011			$	0			$	348,365			$	696,730
			3/3/2011																6,385											$	106,310

						Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)												Estimated Future Payouts Under Equity Incentive Plan Awards(2)												All Other Stock Awards: Number of Shares of Stock or Units(3) (#)				Base Price of Stock Awards ($/Sh)				Grant Date Fair Value of Stock Awards(4)
Name		Grant Date				Threshold				Target				Maximum				Threshold # of Shares				Target # of Shares				Maximum # of Shares
Mark Malcolm(5)			1/1/2014			$	0			$	1,092,000			$	2,184,000
			3/6/2014			$	0			$	441,000			$	882,000
			3/6/2014			$	0			$	441,000			$	882,000																14,291			$	26.45			$	377,997
			7/28/2014																0				123,183				359,777
James Gouin			1/1/2014			$	0			$	496,125			$	992,250
			3/6/2014			$	0			$	124,032			$	248,063
			3/6/2014			$	0			$	124,032			$	248,063																4,019			$	26.45			$	106,303
Michael Rajkovic			1/1/2014			$	0			$	606,375			$	1,212,750
			3/6/2014			$	0			$	202,125			$	404,250
			3/6/2014			$	0			$	202,125			$	404,250																6,550			$	26.45			$	173,248
James Bernard			1/1/2014			$	0			$	320,000			$	640,000
			3/6/2014			$	0			$	105,000			$	210,000
			3/6/2014			$	0			$	105,000			$	210,000																3,403			$	26.45			$	90,009
Pär Malmhagen(6)			1/1/2014			$	0			$	266,178			$	532,356
			3/6/2014			$	0			$	96,607			$	193,214
			3/6/2014			$	0			$	96,607			$	193,214																3,131			$	26.45			$	82,815

The stock optionsRSUs and RSUsPerformance Awards granted during 20112014 were granted pursuant to our 2010 Equity Incentive Plan. That plan authorizes the grant of the following types of awards: nonqualified stock options, or NSOs, incentive stock options, or ISOs, stock appreciation rights, or SARs, restricted stock, restricted stock units, or RSUs, performance shares, performance units, other cash-based awards and other stock-based awards. Awards may be granted to employees, officers, non-employee board members, consultants and other service providers of our Company and its affiliates. However, ISOs may be granted only to employees.

We have authorized a total of 4,600,000 shares of common stock for issuance pursuant to all awards granted under the 2010 Equity Incentive Plan. The number of shares issued or reserved pursuant to the 2010 Equity Incentive Plan (or pursuant to outstanding awards) is subject to adjustment as a result of mergers, consolidations, reorganizations, stock splits, stock dividends and other changes in our common stock. Shares subject to awards that have been terminated, expired unexercised, forfeited or settled in cash do not count as

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Outstanding Equity Awards at Fiscal Year-End Tables

The following 20112014 Outstanding Equity Awards at Fiscal Year-End table summarizestables summarize our NEOs’ outstanding equity awards under the 2010 Equity Incentive Plan at December 31, 2011.2014.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END	OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END																				OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
		Grant Date				OPTION AWARDS																Grant Date				OPTION AWARDS
Name						Number of Securities Underlying Unexercised Options(1) (#) Exercisable				Number of Securities Underlying Unexercised Options(1) (#) Unexercisable				Option Exercise Price(1) ($)				Option Expiration Date(1)								Number of Securities Underlying Unexercised Options(1) (#) Exercisable				Number of Securities Underlying Unexercised Options(1) (#) Unexercisable				Option Exercise Price(1) ($)				Option Expiration Date(1)
Mark Malcolm			10/14/2010	(4)			0				100,227			$	13.00				10/14/2020				10/14/2010				100,227				0			$	13.00				10/14/2020
																							3/6/2012	(4)			97,503				48,750			$	11.71				3/6/2022
James Gouin			10/14/2010	(4)			0				28,189			$	13.00				10/14/2020				10/14/2010				9,396				0			$	13.00				10/14/2020
																							3/6/2012	(4)			13,712				13,710			$	11.71				3/6/2022
Michael Rajkovic			10/14/2010	(4)			0				45,938			$	13.00				10/14/2020				10/14/2010				15,312				0			$	13.00				10/14/2020
																							3/6/2012	(4)			22,345				22,343			$	11.71				3/6/2022
James Bernard			10/14/2010	(4)			0				6,364			$	13.00				10/14/2020				3/6/2012	(4)			0				11,606			$	11.71				3/6/2022
			3/10/2011	(4)			0				5,542			$	16.65				3/3/2021
			8/15/2011	(7)			0				12,676			$	14.81				8/15/2021
Gyula Meleghy			10/14/2010	(4)			0				28,189			$	13.00				10/14/2020
Pär Malmhagen																							6/1/2012	(8)			0				5,161			$	12.66				6/1/2022