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ULTRALIFE CORPORATION |
2000 Technology Parkway |
Newark, New York 14513 |
Very truly yours, Michael D. Popielec President and Chief Executive Officer |
ULTRALIFE CORPORATION |
2000 Technology Parkway |
Newark, New York 14513 |
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS |
JUNE |
1. |
2. |
3. |
4. |
Quorum | 2 | |
Vote Required | 2 | |
Abstentions | 3 | |
Broker Voting | 3 | |
CORPORATE GOVERNANCE | ||
General | 7 | |
Committees of the Board of Directors | ||
Code of Ethics | 10 | |
Related Party Transactions | 10 | |
Risk Management | 10 | |
DIRECTOR COMPENSATION | 11 | |
12 | ||
2013 | 13 | |
Executive compensation | 14 | |
14 | ||
20 | ||
20 | ||
21 | ||
21 | ||
22 | ||
22 | ||
23 | ||
2013 | 23 | |
Ratify the selection of our independent registered public accounting firm | ||
PROPOSAL 3 APPROVE THE NEW 2014 LTIP | 28 | |
Equity Compensation Plan Information | 28 | |
28 | ||
32 | ||
32 | ||
33 | ||
33 | ||
Other Matters | 34 | |
34 | ||
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS | 35 | |
SECURITY OWNERSHIP OF MANAGEMENT | 36 | |
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | 37 | |
SUBMISSION OF SHAREHOLDER PROPOSALS | 37 |
IMPORTANT |
REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE MEETING, WE ENCOURAGE YOU TO VOTE IN ANY OF THE MANNERS DESCRIBED IN THIS PROXY STATEMENT. WE ALSO ENCOURAGE BENEFICIAL OWNERS TO FOLLOW THE INSTRUCTIONS PROVIDED BY YOUR BROKER REGARDING HOW TO VOTE. YOUR BROKER CANNOT VOTE YOUR SHARES FOR DIRECTOR NOMINEES OR PROPOSALS 3 AND 4 UNLESS YOU PROVIDE YOUR BROKER WITH VOTING INSTRUCTIONS. SEE “BROKER VOTING” FOR MORE INFORMATION. |
ULTRALIFE CORPORATION |
2000 Technology Parkway |
Newark, New York 14513 |
(315) 332-7100 |
PROXY STATEMENT |
ANNUAL MEETING OF SHAREHOLDERS |
JUNE |
Proposal | Vote Required | ||
1. | Election of directors | Plurality of the shares present in person or by proxy at the Meeting and entitled to vote | |
2. | Ratification of the selection of Bonadio & Co., LLP as our independent registered public accounting firm for the fiscal year ending December 31, | Majority of the shares present in person or by proxy at the Meeting and entitled to vote* | |
3. | Approval of | Majority of the shares present in person or by proxy at the Meeting and entitled to vote | |
* | The selection of Bonadio & Co., LLP is being presented to our shareholders for ratification. The Audit and Finance Committee will consider the outcome of this vote when selecting our independent registered public accounting firm for subsequent fiscal years. | ||
Name | Age | Present Principal Occupation, Employment History and Expertise | ||||
Steven M. Anderson | 57 | Brigadier General (Ret.) Anderson has been a director since April 13, 2010. General (Ret.) Anderson is currently Senior Vice President of Relyant, LLC, a service-disabled veteran-owned small business and global provider of solutions to complex projects. Prior to joining Relyant, LLC in February 2011, General (Ret.) Anderson served as Chief Operating Officer for Synovision Solutions LLC, a service-disabled veteran-owned small business specializing in unique applications of emerging technology, many central to innovative energy solutions. General (Ret.) Anderson, a career military officer who retired from active duty in November 2009, served for five years as a general officer in the US Army, including 15 months as the senior US and coalition logistician in Iraq in support of Operation Iraqi Freedom. From 2004 to 2006, General (Ret.) Anderson served as the senior US logistician in Korea (Deputy C-4 for the United Nations Command/Combined Forces Command and J4, United States Forces Korea) and spearheaded the development of Camp Humphreys, the combined and US headquarters facility in Central Korea. He served in various command positions including Commander, Division Support Command, 2nd Infantry Division, Korea (2000-02), and Commander, 725th Main Support Battalion, 25th Infantry Division (Light), Schofield Barracks, Hawaii (1995-97). In his final military assignment, he served for two years on the Army Staff in the Pentagon as the Director, Operations and Logistics Readiness, Office of the Army Deputy Chief of Staff, G4 (logistics). General (Ret.) Anderson is a 1978 graduate of the US Military Academy at West Point and earned a Masters of Science degree in Operations Research and Systems Analysis Engineering at the Naval Postgraduate School in 1987. General (Ret.) Anderson has been nominated for re-election to our Board of Directors because of his familiarity with the US | ||||
Michael D. Popielec | Mr. Popielec was appointed as our President and Chief Executive Officer and as a director effective December 30, 2010. Mr. Popielec has |
Operating Officer, Americas, for Danka Business Systems, PLC. From 1985 to 2002, Mr. Popielec held positions of increasing responsibility at General Electric Company, most recently as a GE corporate officer and President and Chief Executive Officer of GE Power Controls, the European arm of GE Industrial Systems. Mr. Popielec has a B.S. in Mechanical Engineering from Michigan State University. Mr. Popielec has been nominated for re-election to our Board of Directors because of his operations expertise and his experience in growing domestic and international industrial businesses. | ||||
Name | Age | Present Principal Occupation, Employment History and Expertise | ||||
Thomas L. Saeli | 57 | Mr. Saeli has been a director since March 5, 2010. Since March 2011, Mr. Saeli has served as the Chief Executive Officer and, since October 2011, as a director of JRB Enterprises, Inc., a manufacturer of commercial and industrial roofing systems. Prior to that, Mr. Saeli was a business consultant to international corporate clients on matters involving business development strategies, consolidations, acquisitions and operations. He previously served as Chief Executive Officer and a member of the Board of Directors of Noble International, Ltd., an | ||||
Robert W. Shaw II | 57 | Mr. Shaw has been a director since June 8, 2010. From 2010 to 2013 Mr. Shaw |
served on a number of boards of advisors of various non-public organizations and he has been nominated for re-election to our Board of Directors because of his management expertise and experience as an executive officer. | ||||
Name | Age | Present Principal Occupation, Employment History and Expertise | ||||
Ranjit C. Singh | 61 | Mr. Singh has been a director since August 2000, and served as Chair of the Board of Directors from December 2001 to June 2007. Mr. Singh is currently Chief Executive Officer of CSR Consulting Group, which provides business and technology consulting services. He previously served as President and Chief Executive Officer of Aptara, Inc. (formerly known as Tech Books), a content outsourcing services company, from February 2003 until July 2008. From February 2002 to February 2003, Mr. Singh served as President and Chief Executive Officer of Reliacast Inc., a video streaming software and services company. Prior to that, he was President and Chief Operating Officer of ContentGuard, which develops and markets digital property rights software. Before joining ContentGuard earlier in 2000, Mr. Singh worked for Xerox as a corporate Senior Vice President in various assignments related to software businesses. Mr. Singh joined Xerox in 1997, having | ||||
Bradford T. Whitmore | 56 | Mr. Whitmore has been a director since June 2007 and Chair of the Board of Directors since March 2010. Since 1985, he has been the Managing Partner of Grace Brothers, Ltd., an investment firm which holds approximately 3% of the outstanding shares of our common stock. |
Annual Retainer for Committee Members | Annual Retainer for Committee Chair | Annual Retainer for Committee Members | Annual Retainer for Committee Chair | |||||||
Audit and Finance Committee | $6,750 | $16,750 | $6,750 | $16,750 | ||||||
Compensation and Management Committee | $5,250 | $13,250 | $5,250 | $13,250 | ||||||
Governance Committee | $4,500 | $9,500 | $4,500 | $9,500 | ||||||
Strategy and Corporate Development Committee | $4,500 | $9,500 | $5,250 | $13,250 | ||||||
Annual Retainer for Committee Members | Annual Retainer for Committee Chair | Annual Retainer for Committee Members | Annual Retainer for Committee Chair | |||||||
Audit and Finance Committee | $6,750 | $16,750 | $6,750 | $16,750 | ||||||
Compensation and Management Committee | $5,250 | $13,250 | $5,250 | $13,250 | ||||||
Governance Committee | $4,500 | $9,500 | ||||||||
Strategy and Corporate Development Committee | $5,250 | $13,250 | ||||||||
Corporate Development and Governance Committee | $6,750 | $16,750 |
Name (1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2)(3) | Total ($) | |||
Steven M. Anderson | 32,252 | 40,003 | 72,255 | |||
Patricia C. Barron | 33,752 | 40,003 | 73,755 |
Name (1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(3)(4) | Total ($) | |||||||||
Steven M. Anderson | 55,753 | 20,002 | 75,755 | |||||||||
Patricia C. Barron (2) | 43,439 | - | 43,439 | |||||||||
James A. Croce (2) | 42,878 | - | 42,878 | |||||||||
Thomas L. Saeli | 61,440 | 20,002 | 81,442 | |||||||||
Robert W. Shaw II | 60,879 | 20,002 | 80,881 | |||||||||
Ranjit C. Singh | 58,879 | 20,002 | 78,881 | |||||||||
Bradford T. Whitmore | 60,000 | 32,951 | 92,951 |
James A. Croce | 30,128 | 40,003 | 70,131 | |||
Thomas L. Saeli | 41,252 | 40,003 | 81,255 | |||
Robert W. Shaw II | 38,128 | 40,003 | 78,131 | |||
Ranjit C. Singh | 38,128 | 40,003 | 78,131 | |||
Bradford T. Whitmore | 28,000 | 66,004 | 94,004 |
(1) | Michael D. Popielec is ineligible to receive compensation for his service as a director because he is also an employee, serving as our President and Chief Executive Officer. |
(2) | Patricia C. Barron and James A. Croce ceased being directors of the Company on June 3, 2013. |
The amounts set forth in this column reflect the aggregate grant date fair value of stock awards granted during |
Name | Stock Options | |||||
Steven M. Anderson | - | |||||
Thomas L. Saeli | - | |||||
Robert W. Shaw II | - | |||||
Ranjit C. Singh | - | |||||
Bradford T. Whitmore | - |
· | Our goal for |
· | Our executive rewards program is also designed to support our pay-for-performance philosophy by aligning compensation with executing long-term business strategies (LTIP) and achieving near-term financial and operational targets (STIP). We base compensation decisions on a combination of the criticality of the position in the achievement of our business strategy, individual performance and corporate performance. Generally, as an individual’s level of responsibility increases, so does the amount of variable compensation that is at |
· | We |
· | Individual performance |
· | Impact of position on achievement of the business strategy |
· | Company performance |
· | Job responsibilities, including any significant change in responsibilities |
· | Experience |
· | Retention |
Date of Grant | Number of Shares | Exercise Price | Vesting Schedule |
December 30, 2010 | 50,000 | $6.4218 | Twenty five percent of the shares will vest on each of the four anniversaries of the date of grant. |
January 3, 2011 | 50,000 | $6.5820 | Twenty five percent of the shares will vest on each of December 30, 2011, December 30, 2012, December 30, 2013 and December 30, 2014. |
Date of Grant | Number of Shares | Exercise Price | Vesting Schedule | Number of Shares | Exercise Price | Vesting Schedule | |||
December 30, 2010 | 250,000 | $6.4218 | Twenty five percent of the shares will vest on each of the four anniversaries of the date of grant. | 250,000 | $6.4218 | Twenty five percent of the shares will vest on each of the four anniversaries of the date of grant. | |||
December 30, 2010 | 200,000 | $10.00 | Vesting begins on the date the stock first reaches a closing price equal to the exercise price for 15 trading days in a 30 trading-day period, with such vesting in equal amounts over the four anniversary dates of that date. | 200,000 | $10.00 | Vesting begins on the date our stock first reaches a closing price equal to the exercise price for 15 trading days in a 30 trading-day period, with such vesting in equal amounts over the four anniversary dates of that date. | |||
December 30, 2010 | 200,000 | $15.00 | Vesting begins on the date the stock first reaches a closing price equal to the exercise price for 15 trading days in a 30 trading-day period, with such vesting in equal amounts over the four anniversary dates of that date. | 200,000 | $15.00 | Vesting begins on the date the stock first reaches a closing price equal to the exercise price for 15 trading days in a 30 trading-day period, with such vesting in equal amounts over the four anniversary dates of that date. |
(1) | 30,000 shares of our common stock will be issued on the later of January 1, 2014 or the date when our common stock first reaches a closing price of $4.00 per share for 15 trading days in a 30 trading day period; |
(2) | 30,000 shares of our common stock will be issued on the later of January 1, 2014 or the date when our common stock first reaches a closing price of $5.00 per share for 15 trading days in a 30 trading day period; |
(3) | 30,000 shares of our common stock will be issued on the later of January 1, 2015 or the date when our common stock first reaches a closing price of $4.00 per share for 15 trading days in a 30 trading day period; and |
(4) | 30,000 shares of our common stock will be issued on the later of January 1, 2015 or the date when our common stock first reaches a closing price of $5.00 per share for 15 trading days in a 30 trading day period. |
President & CEO | 1.00 times salary | ||
Chief Financial Officer | 0.50 times salary | ||
Other Executive Officers | 0.33 times salary |
Name and Principal Position | Year | Salary ($) | Option Awards ($)(1)(2) | All Other Compensation ($)(3) | Total ($) | Year | Salary ($) | Bonus ($)(2) | Option Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | |||||||||||||||||||||
Michael D. Popielec | 2012 | 459,265 | - | 158,996 | 618,261 | 2013 | 463,507 | 0 | - | 36,487 | 499,994 | |||||||||||||||||||||
President and Chief | 2011 | 436,611 | 1,413,316 | 15,407 | 1,865,334 | 2012 | 459,265 | 0 | - | 158,996 | 618,261 | |||||||||||||||||||||
Executive Officer | ||||||||||||||||||||||||||||||||
Philip A. Fain | 2012 | 256,801 | 37,418 | 10,892 | 305,111 | 2013 | 267,500 | 10,000 | - | 21,686 | 299,186 | |||||||||||||||||||||
Chief Financial Officer | 2011 | 249,608 | 101,492 | 15,711 | 366,811 | |||||||||||||||||||||||||||
and Treasurer | ||||||||||||||||||||||||||||||||
Chief Financial Officer, | 2012 | 256,801 | 0 | 37,418 | 10,892 | 305,111 | ||||||||||||||||||||||||||
Treasurer and Secretary | ||||||||||||||||||||||||||||||||
Peter F. Comerford | 2012 | 236,535 | - | 8,064 | 244,599 | 2013 | 122,453 | 0 | - | 13,726 | 136,179 | |||||||||||||||||||||
Vice President of | 2011 | 228,717 | 52,775 | 11,500 | 292,992 | 2012 | 236,535 | 0 | - | 8,064 | 244,599 | |||||||||||||||||||||
Administration, Secretary and General Counsel |
(1) | On June 4, 2013, the Company and Peter F. Comerford executed a Retirement and Consulting Agreement, Release and Waiver of All Claims pursuant to which Mr. Comerford retired effective May 28, 2013. Under this agreement, the Company agreed to pay Mr. Comerford his salary through July 27, 2013 and to continue to pay his medical and dental coverage at the Company’s cost through December 31, 2013. Consistent with the Company’s retirement policy, Mr. Comerford will have the stock options granted during his tenure continue to vest and retains all vested unexpired stock options until the relevant option term has expired. |
(2) | Mr. Fain was awarded a $10,000 bonus for 2013 which was recommended by the Compensation Committee and approved by the Board of Directors. |
(3) | The amounts reported in the Option Awards column represent the grant date fair value of stock option awards granted pursuant to our shareholder-approved Restated LTIP calculated in accordance with ASC 718. See Note 7 to our audited financial statements included in our Annual Reports on Form 10-K for the fiscal years ended December 31, |
All Other Compensation for |
401(k) Plan Employer Match ($) | Other Benefits (a) ($) | Total ($) | 401(k) Plan Employer Match ($) | Other Benefits (a) ($) | Total ($) | |||||||||||||
Michael D. Popielec | 4,893 | 154,103 | 158,996 | 5,100 | 31,387 | 36,487 | ||||||||||||
Philip A. Fain | 5,169 | 5,723 | 10,892 | 5,100 | 16,586 | 21,686 | ||||||||||||
Peter F. Comerford | 4,560 | 3,504 | 8,064 | 1,802 | 11,924 | 13,726 |
(a) | The “Other Benefits” column of the above table includes premiums paid for group medical and dental coverage |
Option Awards | Option Awards | Stock Awards | |||||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) | |||||||||||
Michael D. Popielec | 25,000 | 25,000 | (1) | $ | 6.4218 | 12/30/2017 | 37,500 | 12,500 (1) | $6.4218 | 12/30/2017 | 30,000 (9) | 106,500 | 60,000 (10) | 213,000 | |||||||||
125,000 | 125,000 | (2) | 6.4218 | 12/30/2017 | 187,500 | 62,500 (2) | 6.4218 | 12/30/2017 | |||||||||||||||
25,000 | 25,000 | (3) | 6.5820 | 12/30/2017 | 37,500 | 12,500 (3) | 6.5820 | 12/30/2017 | |||||||||||||||
0 | 200,000 | (4) | 10.0000 | 01/24/2019 | 0 | 200,000 (4) | 10.0000 | 01/24/2019 | |||||||||||||||
0 | 200,000 | (5) | 15.0000 | 01/14/2020 | 0 | 200,000 (5) | 15.0000 | 01/14/2020 | |||||||||||||||
Philip A. Fain | 10,000 | 0 | 11.4217 | 09/07/2014 | |||||||||||||||||||
10,000 | 0 | 11.4217 | 09/07/2014 | 50,000 | 0 | 12.7385 | 03/07/2015 | ||||||||||||||||
50,000 | 0 | 12.7385 | 03/07/2015 | 7,976 | 0 | 12.1848 | 01/14/2016 | ||||||||||||||||
7,976 | 0 | 12.1848 | 01/14/2016 | 33,000 | 0 | 3.9085 | 12/04/2016 | ||||||||||||||||
33,000 | 0 | 3.9085 | 12/04/2016 | 25,000 | 0 | 6.9061 | 12/03/2017 | ||||||||||||||||
16,667 | 8,333 | (6) | 6.9061 | 12/03/2017 | 33,333 | 16,667 (6) | 4.4218 | 12/09/2018 | |||||||||||||||
16,667 | 33,333 | (7) | 4.4218 | 12/09/2018 | 6,667 | 13,333 (7) | 3.9797 | 01/03/2019 | |||||||||||||||
0 | 20,000 | (8) | 3.9797 | 01/03/2019 | |||||||||||||||||||
Peter F. Comerford | 6,000 | 0 | 13.4338 | 12/07/2014 | |||||||||||||||||||
1,000 | 0 | 12.8500 | 03/31/2013 | 3,988 | 0 | 12.1848 | 01/14/2016 | ||||||||||||||||
7,500 | 0 | 10.5500 | 12/21/2013 | 24,000 | 0 | 3.9085 | 12/04/2016 | ||||||||||||||||
6,000 | 0 | 13.4338 | 12/07/2014 | 20,000 | 0 | 6.9061 | 12/03/2017 | ||||||||||||||||
3,988 | 0 | 12.1848 | 01/14/2016 | 17,334 | 8,666 (8) | 4.4218 | 12/09/2018 | ||||||||||||||||
24,000 | 0 | 3.9085 | 12/04/2016 | ||||||||||||||||||||
13,334 | 6,666 | (9) | 6.9061 | 12/03/2017 | |||||||||||||||||||
8,667 | 17,333 | (10) | 4.4218 | 12/09/2018 |
(1) | This stock option |
(2) | This stock option |
(3) | This stock option |
(4) | This stock option will vest on the date our common stock first reaches a closing price of $10 for 15 trading days in a 30-day trading period, with such vesting in equal amounts over the four anniversary dates of that date. |
(5) | This stock option will vest on the date our common stock first reaches a closing price of $15 for 15 trading days in a 30-day trading period, with such vesting in equal amounts over the four anniversary dates of that date. |
(6) | This stock option will vest with respect to |
This stock option vested with respect to 6,667 shares on January 3, |
This stock option will vest with respect to |
(9) | 30,000 of these RSUs will vest on January 1, 2015. |
(10) |
BDO USA, LLP | Bonadio & Co., LLP | |||||||||||||||
2012 | 2013 | 2012 | 2013 | |||||||||||||
Audit Fees | $365,618 | $49,929 | $0 | $172,878 | ||||||||||||
Audit – Related Fees | 0 | 0 | 0 | 8,250 | ||||||||||||
Tax Fees | 0 | 0 | 74,004 | 40,275 | ||||||||||||
All Other Fees | 0 | 0 | 84,370 | 0 | ||||||||||||
Total | $365,618 | $49,929 | $158,374 | $221,403 |
2011 | 2012 | |||||||
Audit Fees | $ | 363,736 | $ | 365,618 | ||||
Audit-Related Fees | 7,000 | 0 | ||||||
Tax Fees | 0 | 0 | ||||||
All Other Fees | 0 | 0 | ||||||
Total | $ | 370,736 | $ | 365,618 |
· | Reviewed and discussed our audited financial statements for |
· | Discussed with |
· | Received from |
Plan Category | Number of securities to be used upon exercise of outstanding options | Weighted-average exercise price of outstanding options | Number of securities remaining available for future issuance under equity compensation plans, excluding securities reflected in column (a) | Number of securities to be used upon exercise of outstanding options (a) | Weighted-average exercise price of outstanding options (b) | Number of securities remaining available for future issuance under equity compensation plans, excluding securities reflected in column (a) (c) |
(a) | (b) | (c) | ||||
Equity Compensation Plans approved by security holders | 2,161,488 | $7.35 | 700,235 | 2,079,622 | $6.85 | 255,678 |
Equity compensation plans not approved by security holders | 229,512(1)(2) | $6.23 | — | 50,000(1) | $12.74 | — |
Total | 2,391,000 | $7.24 | 700,235 | 2,391,000 | $7.24 | 255,678 |
(1) | On March 7, 2008, in connection with his becoming employed by us, we granted Mr. Fain an option to purchase 50,000 shares of our Common Stock at $12.74 per share outside any of our equity-based compensation plans. This |
Name | Age | Present Principal Occupation and Employment History | ||
Philip A. Fain | 59 | Mr. Fain was named Chief Financial Officer in November 2009, | ||
Peter F. Comerford | 56 | Mr. Comerford retired effective May 28, 2013. He was named Vice President of Administration and General Counsel on July 1, 1999 and was elected Corporate Secretary in December 2000. He joined us in May 1997 as Senior Corporate Counsel and was appointed Director of Administration and General Counsel in December of that year. Prior to joining us, Mr. Comerford was a practicing attorney for approximately fourteen years having worked primarily in municipal law departments including the City of Niagara Falls, New York where he served as the Corporation Counsel. Mr. Comerford has a B.A. from the State University of New York at Buffalo, an MBA from Canisius College and a J.D. from the University of San Diego School of Law. |
Name and Address of Beneficial Owner | Number of Shares Beneficially Owned | Percent of Class Beneficially Owned | ||
Bradford T. Whitmore (1) | 5,142,726 | 29.5% | ||
1560 Sherman Avenue, Suite 900 | ||||
Evanston, IL 60201 | ||||
Eliot Rose Asset Management, LLC (2) | 1,585,956 | 9.1% | ||
1000 Chapel View Boulevard, Suite 240 | ||||
Cranston, RI 02920 | ||||
NGP Energy Technology Partners II, L.P. (3) | 950,721 | 5.4% | ||
1700 K Street NW, Suite 750 | ||||
Washington, D.C. 20006 |
Name and Address of Beneficial Owner | Number of Shares Beneficially Owned | Percent of Class Beneficially Owned | ||
Bradford T. Whitmore (1) | 5,156,034 | 29.4% | ||
1560 Sherman Avenue, Suite 900 | ||||
Evanston, IL 60201 | ||||
NGP Energy Technology Partners II, L.P. (2) | 950,721 | 5.4% | ||
1700 K Street NW, Suite 750 | ||||
Washington, D.C. 20006 |
(1) | This information as to the beneficial ownership of shares of our common stock is based on the |
(2) |
This information as to the beneficial ownership of shares of our common stock is based on Amendment No. 2 to Schedule 13G dated February 14, 2013 filed with the SEC by NGP Energy Technology Partners II, L.P. (a Delaware limited partnership which owns the reported securities), NGP ETP II, L.L.C., the general partner of NGP Energy Technology Partners II, L.P, Energy Technology Partners, L.L.C., the sole manager of NGP ETP II, L.L.C., and Philip J. Deutch, the sole member and manager of Energy Technology Partners, L.L.C. and the manager of NGP ETP II, L.L.C. Mr. Deutch is also a member of the investment committee of NGP ETP II, L.L.C. NGP Energy Technology Partners II, L.P. reports sole voting and dispositive power with respect to all 950,721 shares. By virtue of the relationships between and among the reporting persons, NGP ETP II, L.L.C., Energy Technology Partners, L.L.C. and Mr. Deutch may be deemed to have the power |
to direct the voting and disposition of the shares of common stock beneficially owned by NGP Energy Technology Partners II, L.P. NGP ETP II, L.L.C., Energy Technology Partners, L.L.C. and Mr. Deutch disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. |
Name of Beneficial Owner (1) | Number of Shares Beneficially Owned (1) | Percent of Class Beneficially Owned (2) | ||||||
Steven M. Anderson | 32,938 | * | ||||||
Michael D. Popielec | 466,280 | (3) | 1.2 | % (7) | ||||
Thomas L. Saeli | 42,188 | * | ||||||
Robert W. Shaw II | 34,563 | * | ||||||
Ranjit C. Singh | 74,284 | * | ||||||
Bradford T. Whitmore | 5,156,034 | (4) | 29.4 | % | ||||
Philip A. Fain | 227,262 | (5) | * | |||||
All Directors and Executive Officers as a group (7 persons) | 6,038,549 | (6) | 32.0 | % (7) |
(1) | Except as otherwise indicated, the shareholders named in this table have sole voting and investment power with respect to the shares of our common stock beneficially owned by them. The information provided in this table is based upon information provided to us by such shareholders. The table reports beneficial ownership for our directors and executive officers in accordance with Rule 13d-3 under the Exchange Act. This means all our securities over which directors and executive officers directly or indirectly have or share voting or investment power are listed as beneficially owned. The amounts also include shares that may be acquired by exercise of stock options prior to June |
(2) | Based on |
(3) | The amount shown includes |
The amount shown includes 518,616 shares beneficially owned by Grace Brothers, Ltd., an Illinois limited partnership, held in a margin account, and Spurgeon Corporation, which is a general partner of Grace Brothers, Ltd. Mr. Whitmore is a general partner of Grace Brothers, Ltd. See “Security Ownership of Certain Beneficial Owners” above for more information about Grace Brothers, Ltd. |
The amount shown includes |
The amount shown includes |
(7) | Percentages exclude shares subject to options that may be exercised by Directors and Executive Officers. |
April | By Order of the Board of Directors Bradford T. Whitmore Chair of the Board of Directors |
Section 8. Stock Awards and Restricted Stock Units. |