UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
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ULTRALIFE CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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ULTRALIFE CORPORATION
2000 Technology Parkway
Newark, New York 14513
April 22, 2013
To Our Shareholders:
You are cordially invited to attend the 20132016 Annual Meeting of Shareholders of Ultralife Corporation on Tuesday,Wednesday, June 4, 20131, 2016 at 9:11:00 A.M. local time at the Westin Virginia Beach Town Center, 4535 Commerce Street, Virginia Beach, Virginia 23462.
This year, we are again providing our proxy materials over the Internet. Accordingly, we are mailing to many of our shareholders a Notice of Internet Availability of Proxy Materials instead of a paper copy of our Proxy Statement and our 20122015 Annual Report to Shareholders. The Notice of Internet Availability of Proxy Materials contains instructions about how to access those documents and vote online. The Notice of Internet Availability of Proxy Materials also contains instructions about how each of our shareholders can also receive a paper copy of our proxy materials, including the Proxy Statement, our 20122015 Annual Report to Shareholders and a form of proxy card or voting instruction card. By taking advantage of this distribution process, we will not only conserve natural resources, but we will also reduce our costs of printing and distributing proxy materials.
We look forward to a productive annual meeting.
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, 2016
Notice is hereby given that the 20132016 Annual Meeting of Shareholders of Ultralife Corporation will be held on Tuesday,Wednesday, June 4, 20131, 2016 at 9:11:00 A.M. local time at the Westin Virginia Beach Town Center, 4535 Commerce Street, Virginia Beach, Virginia 23462Hilton Chicago O’Hare Airport, O’Hare International Airport, Chicago, IL 60666 for the following purposes:
To elect six directors for a term of one year and until their successors are duly elected and qualified; |
To ratify the selection of |
To transact such other business as may properly come before the meeting and any adjournments thereof. |
Only shareholders of record of our common stock, par value $.10 per share, at the close of business on April 12, 20135, 2016 are entitled to receive notice of, and to vote at and attend our Annual Meeting. Your vote is important. Whether or not you plan to attend our Annual Meeting, we hope that you will vote as soon as possible. If you received only a Notice of Internet Availability of Proxy Materials by mail, you may vote your shares at the Internet site address listed on your Notice of Internet Availability. You may also request a paper copy of our proxy materials by visiting the Internet site address listed on your Notice of Internet Availability, by calling the toll-free number or by sending an e-mail to the e-mail address listed on your Notice of Internet Availability. If you received a paper copy of the proxy materials by mail, you may vote your shares by proxy by doing any one of the following: vote at the Internet site address listed on your proxy or voting instruction card; call the toll-free number listed on your proxy or voting instruction card; or sign, date and return in the pre-addressed envelope provided the enclosed
By Order of the Board of Directors |
Bradford T. Whitmore |
Chair of the Board of Directors |
Dated: April 22, 2013
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PROPOSAL 2 RATIFY THE SELECTION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 26 | ||||
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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 PROPOSAL 2 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 1, 2016
We are furnishing this proxy statement to our shareholders in connection with our Board of Directors’ solicitation of proxies for use at our 20132016 Annual Meeting of Shareholders, which we refer to in this proxy statement as the Meeting, to be held on Tuesday,Wednesday, June 4, 2013,1, 2016, at 9:11:00 A.M. local time and at any adjournments or postponements thereof. The Meeting will be held at the Westin Virginia Beach Town Center, 4535 Commerce Street, Virginia Beach, Virginia 23462.
In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission which we refer to in this proxy statement as the SEC,(the “SEC”) instead of mailing a printed copy of our proxy materials to each shareholder of record, we are now furnishing proxy materials to our shareholders on the Internet. If you received only a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials unless you request a copy. Instead, the Notice of Internet Availability of Proxy Materials will instruct you how to access and review the proxy materials over the Internet. The Notice of Internet Availability of Proxy Materials will also instruct you as to how you may submit your proxy or voting instruction card over the Internet. If you received only a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, you shouldplease follow the instructions for requesting those materials included in the Notice of Internet Availability of Proxy Materials.
The Notice of Internet Availability of Proxy Materials is first being sent to our shareholders on or about April 22, 20132016 and our proxy materials are first being made available to our shareholders on or about April 22, 2013.
You may vote by proxy or in person at the Meeting. If you received only a Notice of Internet Availability of Proxy Materials by mail, you may vote your shares online by proxy at the Internet site address listed on your Notice of Internet Availability. You may also request a paper copy of our proxy materials by (i) visiting the Internet site address, (ii) calling the toll-free number or (iii) by sending an email to the email address listed on your Notice of Internet Availability of Proxy Materials, by calling the toll-free number or by sending an e-mail to the e-mail address listed on your Notice of Internet Availability.Materials. If you received a paper copy of the proxy materials by mail, you may vote your shares by proxy by doing
or voting instruction card to our tabulator in the self-addressed envelope provided. Even if you plan to attend the Meeting in person, we recommend that you vote by proxy prior to the Meeting. You can always change your vote as described below.
When a proxy card is returned properly signed and dated, the shares represented thereby will be voted in accordance with the shareholder’s directions. If the proxy is signed, dated and returned without choices having been specified, the shares will be votedFOR the election of each director-nominee named therein andFOR the other proposals identified therein.
You may receive more than one Notice of Internet Availability of Proxy Materials or more than one paper copy of the proxy materials, including multiple paper copies of this proxy statement and multiple proxy or voting instruction cards, depending on how you hold your shares. For example, if you hold your shares in more than one brokerage account, you may receive a separate Notice of Internet Availability of Proxy Materials, a separate e-mail or a separate voting instruction card for each brokerage account in which you hold your shares. If you are a shareholder of record and your shares are registered in more than one name, you may receive more than one Notice of Internet Availability of Proxy Materials, more than one e-mail or more than one proxy card. To vote all of your shares by proxy, you must vote at the Internet site address listed on your Notice of Internet Availability of Proxy Materials, proxy or voting instruction card; call the toll-free number listed on your proxy or voting instruction card; or sign, date and return each proxy card and voting instruction card that you receive.
If for any reason any of the nominees for election as directors become unavailable for election, the holders of the proxies will exercise discretionary authority may be exercised by the proxies to vote for substitute nominees proposed by our Board of Directors. A shareholder has the right to revoke a previously granted proxy at any time before it is voted by filing with our Corporate Secretary a written notice of revocation, or a duly executed later-dated proxy, or by requesting return of the proxy at the Meeting and voting in person.
We will bear the cost of soliciting proxies. In addition to the solicitation of proxies by use of the mails, some of our officers, directors and regular employees, without extra remuneration, may solicit proxies personally or by telephone, email or similar transmission. We have not engaged a proxy solicitation firm, but we may decide to retain the services of a proxy solicitation firm in the future if we believe it is appropriate under the circumstances. WeIn those situations where the beneficial owner of shares is not the record holder, we will reimburse record holders for reasonable expenses in forwarding proxies and proxy soliciting material to the beneficial owners of the shares held by them.
Only shareholders of record at the close of business on April 12, 20135, 2016 are entitled to notice of, and to vote at, the Meeting. As of April 12, 2013,5, 2016, there were 17,458,97715,326,239 shares of our common stock, par value $.10 per share, issued and outstanding, each entitled to one vote per share at the Meeting.
A majority of the outstanding shares of our common stock, represented in person or by proxy at the Meeting, will constitute a quorum forwith respect to the transactionvoting of all business.proposals submitted to the shareholders, as described in this proxy statement. For purposes of determining whether a quorum is present, shareholders of record who are present at the Meeting in person or by proxy are considered to be present at the Meeting.
The table below shows the vote required at the Meeting to approve each of the proposals described in this proxy statement, assuming the presence of a quorum:
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 | Majority of the shares present in person or by proxy at the Meeting and entitled to vote* | |||
* | The selection of | ||
Shares that abstain from voting on one or more proposals to be acted on at the Meeting are considered to be present for the purpose of determining whether a quorum exists. Abstentions will have no effect on the election of directors; however, abstentions will have the effect of voting against the other proposalsproposal set forth in this proxy statement, because abstentions are deemed to be present and entitled to vote but do not count toward the affirmative vote required to approve the proposal.
If you own your shares through a broker and do not provide your broker with specific voting instructions, your broker will have the discretion under the rules governing brokers who have record ownership of shares that they hold in street name for their clients to vote your shares on routine matters but not otherwise. As a result,The only proposal being submitted to the shareholders which is considered routine and as to which brokers may exercise discretion to vote is ratification of the selection of our independent registered public accounting firm. Brokers will not be permitted to vote shares they hold as nominee in their discretion in the election of directors or other non-routine matters. As a result, your broker may exercise discretion to vote your shares only with respect to the ratification of the selection of our independent registered public accounting firm, because that is considered a routine matter. directors.If you want your broker-owned shares held in your broker account to be counted in the election of directors, and on Proposals 3 and 4, you must provide instructions to your broker on how to vote your shares.
A broker non-vote occurs when shares held by a broker are not voted on a non-routine proposal because the broker has not received voting instructions from the beneficial owner and the broker lacks discretionary authority to vote the shares in the absence of such instructions. Shares subject to broker non-votes are considered to be present for the purpose of determining whether a quorum exists and thus count towards satisfying the quorum requirement, but are not counted for purposes of determining the number of shares entitled to vote on non-routine matters. A broker non-vote will have no effect on the election of directors or on Proposals 3 and 4the approval of an advisory resolution on executive compensation since, they arewith respect to non-routine matters, broker non-votes will not be counted for purposes of determining the number of shares entitled to vote.
ELECTION OF DIRECTORS
Our Board of Directors currently has eightsix directors, sixeach of whom havehas been nominated to serve for an additional one-year term. One of our other directors, Patricia C. Barron, is not standing for re-election as she is now 70 years old and will be retiring from service at the Meeting pursuant to our policy set forth in our Corporate Governance Principles. Another director, James A. Croce, was not nominated by our Governance Committee to stand for election to our Board of Directors at the Meeting. If elected, each director standing for election shall serve until the next annual meeting of shareholders and until his or her successor shall have been duly elected and qualified. The names of, and certain information with respect to, the persons nominated for election as directors are presented below.
Name | Age | Present Principal Occupation, Employment History and Expertise | ||
Steven M. Anderson | 59 | |||
Brigadier General (Ret.) Anderson has been a director of the Company since April 13, 2010. General (Ret.) Anderson military and particularly his knowledge of its procurement processes and policies. The military and prime defense contractors are important customer bases of the Company. |
Name | Age | Present Principal Occupation, Employment History and Expertise | ||
Michael D. Popielec | Mr. Popielec |
Operating Officer, Americas, for Danka Business Systems, PLC. From 1985 to 2002, Mr. Popielec held positions of increasing responsibility at General Electric Company, | ||||
Thomas L. Saeli | ||||
Mr. Saeli has been a director of the Company 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 |
Name | Age | Present Principal Occupation, Employment History and Expertise | ||
Robert W. Shaw II | Mr. Shaw has been a director of the Company since June 8, 2010. Currently he is on the board of directors of the American Queen Steamboat Company and a consultant for HMS Global Maritime and Pratt Miller. 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. | ||||
Ranjit C. Singh | ||||
Mr. Singh has been a director of the Company since August 2000, and served as Chair of |
Name | Age | Present Principal Occupation, Employment History and Expertise | ||
Bradford T. Whitmore | Mr. Whitmore has been a director of the Company since June 2007 and Chair of |
Our Board of Directors has approved the above-named nominees for directors. Our Board of Directors recommends a voteFOR all each of these nominees. Unless otherwise directed on your proxy, your shares will be votedFOR each of the above-named nominees for directors.
Pursuant to the General Corporation Law of the State of Delaware, the state underin which we were organized, and our By-laws, our business, property and affairs are managed by or under the direction of our Board of Directors. Members of our Board of Directors are kept informed of companyCompany business through regular discussions with our President and Chief Executive Officer and other corporate officers,our Chief Financial Officer and Treasurer, by reviewing materials provided to them by the Company’s management and by participating in meetings of the Board and its committees.
Our Board of Directors has determined that all but one of our directors, (other than Michael D. Popielec, who serves as our President and Chief Executive Officer)Officer, are “independent” for purposes of theNASDAQ listing standards ofapplicable to the Nasdaq Stock Market. OurCorporate Development and Governance Committee and the Compensation and Management Committee. In addition, our Board of Directors has also determined that all but two of our Directors, Michael D. Popielec and Bradford T. Whitmore, our Board Chair, are independent for purposes of NASDAQ listing standards applicable to the Chair of the Board of Directors should be an independent director.Audit and Finance Committee. We believe that the segregation of the roles of Board Chair andfrom that of the President and Chief Executive Officer ensures better overall governance of our companyCompany and provides meaningful checks and balances regarding our overall performance. This structure allows our President and Chief Executive Officer to focus on our business while the Board Chair leads our Board of Directors in establishing corporate policy and complying with heightened regulatory scrutiny.
Our Board of Directors has fourthree standing committees: an Audit and Finance Committee, a Corporate Development and Governance Committee, and a Compensation and Management Committee, and a Strategy and Corporate Development Committee. During 2012,2015, our Board of Directors held sixseven meetings and the committees of our Board of Directors held a total of 22twenty meetings. During 2012,2015, Bradford T. Whitmore served as our Board Chair. As Board Chair, Mr. Whitmore served as a non-voting ex-officio member of all of our Board committees. Each director attended at least 75% of the aggregate of: (1) the total number of meetings of the Board; and (2) the total number of meetings held by all committees of the Board on which he or she served.
Our Board of Directors has adopted a charter for each of the fourthree standing committees that addresses the composition and function of each committee and has also adopted Corporate Governance Principles that address the composition and function of the Board of Directors. These charters and Corporate Governance Principles are available on our website athttp://investor.ultralifecorporation.com under the subheading “Corporate Governance.” Pursuant to our Corporate Governance Principles, it is our policy that directors retire from service at the annual meeting following a director’stheir 70th birthday.
Our Board of Directors has determined that all of the directors who serve on these committees are “independent” for purposes of theNASDAQ listing standards, of the Nasdaq Stock Market, and that the members of the Audit and Finance Committee are also “independent” for purposes of Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended, which we refer to in this proxy statement as the Exchange Act. Our Board of Directors based these determinations primarily on a review of the responses of the directors to questions regarding employment, compensation history, affiliations and family and other relationships, and on follow-up discussions.
The composition and the functions of our fourthree standing committees of our Board of Directors are set forth below. Our Board of Directors will meet aftersubsequent to the Meeting to appoint members of the committees and designate Chairs of those committees from among those individuals elected at the Meeting to serve on our Board of Directors until the 2014 annual meeting2017 Annual Meeting of shareholders.
The current members of the Audit and Finance Committee are Thomas L. Saeli (Chair), Patricia C. BarronSteven M. Anderson and Robert W. Shaw II. This committee selects our independent registered public
Our Board of Directors has determined that each of the members of the Audit and Finance Committee is “financially literate” in accordance with theNASDAQ listing standards of the Nasdaq Stock Market.standards. In addition, our Board of Directors has determined that Mr. Saeli qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K.
The current members of the Corporate Development and Governance Committee are Robert W. Shaw II (Chair), Steven M. Anderson (Chair), Patriciaand Ranjit C. BarronSingh. This committee works with management to develop corporate strategy and Thomas L. Saeli. This committeeto identify and evaluate acquisition opportunities, reviews the performance and compensation of our directors, makes recommendations to our Board of Directors for membership and committee assignments and for the compensation of our directors, and manages the annual evaluation of the performance of our President and Chief Executive Officer.Officer and our Board Chair. The Corporate Development and Governance Committee met foureight times during 2012.
The Corporate Development and Governance Committee identifies potential nominees for directorsdirector based on its own research for appropriate candidates as well as on recommendations received by directors or from shareholders as described below. On occasion, theThe Corporate Development and Governance Committee may retain an executive search firm to assist in the identification of potential director nominees. The committee will also evaluate information provided by the National Association of Corporate Directors about prospective Board candidates. The evaluation process and the factors considered in undertaking that evaluation are set forth under the caption “Shareholder Recommendations and Standards for Director Nominations” below.
The Corporate Development and Governance Committee also has overall responsibility for assessing and managing our exposure to various risks.
The current members of the Compensation and Management Committee are Ranjit C. Singh (Chair), Steven M. Anderson and James A. Croce.Thomas L. Saeli. The Compensation and Management Committee has generalultimate responsibility for determining the compensation of officers elected by our Board of Directors, granting stock options and restricted stock awards and otherwise administering our equity compensation plans, and approving and administering any other compensation plans or agreements. The Compensation and Management Committee has the authority to retain outside experts in making compensation determinations. Our Restated 20042014 Long-Term Incentive Plan as amended, which we refer to in this proxy statement as the Restated LTIP,(“2014 LTIP”), is administered by the Compensation and Management Committee. The Compensation and Management Committee met four times during 2012.
Strategy and Corporate Development Committee
As noted above, the Corporate Development and Governance Committee considers and establishes procedures regarding recommendations for nomination to our Board of Directors, including nominations submitted by shareholders. Such recommendations, if any, should be sent to Corporate Secretary, Ultralife Corporation, 2000 Technology Parkway, Newark, New York 14513. Any recommendations submitted to the Corporate Secretary should be in writing and should include any supporting material the shareholder considers appropriate in support of that recommendation, but must include the information that would be required under the rules of the SEC in a proxy statement soliciting proxies for the election of such candidate and a signed consent of the candidate to serve as a director, ifshould he or she be elected. The Corporate Development and Governance Committee evaluates all potential candidates in the same manner, regardless of the source of the recommendation.
Based on the information provided to the Corporate Development and Governance Committee itwith respect to director candidates, the Corporate Development and Governance Committee will make an initial determination whether to conduct a full evaluation of a candidate. The Corporate Development and Governance Committee considers the composition and size of the existing Board of Directors, along with other factors, in making its determination to conduct a full evaluation of a candidate. As part of the full evaluation process, the Corporate Development and Governance Committee may conduct interviews, obtain additional background information and conduct reference checks of candidates. The Corporate Development and Governance Committee may also ask the candidate to meet with management and other members of our Board of Directors. In evaluating a candidate, our Board of Directors, with the assistance of the Corporate Development and Governance Committee, takes into account a variety of factors as described in our Corporate Governance Principles, including the particular experience, attributes and skills that would qualify the candidate to serve as a director. The criteria for selection to our Board of Directors include character and leadership skills,skills; general business acumen and executive experience; and knowledge of strategy, finance and relations between business and government,government; and internal business operations – all to ensure an active Board of Directors whose members work well together and possess the collective knowledge and expertise required.required to meaningfully contribute as directors. Our Corporate Development and Governance Committee reviews the qualifications of any candidatedirector candidates with those of itsour current directors to augment and complement the skill sets of our current Board members. We believe that it is important for our Board of Directors to be comprised of individuals with diverse backgrounds, skills and experiences. Although we do not have a formal diversity policy and identify qualified potential candidates without regard to any particular classification, we believe that thepossessing a breadth of experience and qualifications, ofas our Board membersdoes, promotes Board diversity.
Our policy is that all of the directors, absent special circumstances, should attendparticipate in our Annual Meeting of Shareholders. A regular meeting of the Board of Directors is typically scheduledShareholders, either in conjunction with the Annual Meeting of Shareholders.attendance or telephonically. All directors but one attended last year’s Annual Meeting of Shareholders.
Our Corporate Governance Principles require our Board of Directorsindependent directors to meet in executive session regularly by requiring our independent directorsthem to have at least four regularly-scheduledregularly scheduled meetings per year without management present. Our Board of Directorsindependent directors met in executive session fourseven times during 2012.2015. In addition, our standing committees meet in executive session on a regular basis.
Shareholders interested in communicating directly with our Board of Directors as a group or individually may do so in writing to our Corporate Secretary, Ultralife Corporation, 2000 Technology Parkway, Newark, New York 14513. The Corporate Secretary will review all such correspondence and forward to our Board of Directors a summary of that correspondence and copies of any correspondence that, in his opinion, deals with the functions of the Board of Directors or that he otherwise determines
We have a Code of Ethics applicable to all employees, including our Principal Executive Officer and our Principal Financial Officer (who is also our Principal Accounting Officer), and to the extent it applies to their activities, all members of our Board of Directors. Our Code of Ethics incorporates the elements of a code of ethics specified in Item 406 of Regulation S-K and also complies with the Nasdaq Stock MarketNASDAQ requirements for a code of conduct. Shareholders can find a link to this Code of Ethics on our website athttp://investor.ultralifecorporation.com under the subheading “Corporate Governance.” We intend to post amendments to or waivers (whether expressed or implied) from the Code of Ethics (to the extent applicable to our Principal Executive Officer or Principal Financial Officer) at the same location on our website as the Code of Ethics.
Our Code of Ethics emphasizes our commitment to conducting business in a legal and ethical manner and encourages prompt and confidential reporting of any suspected violations of law or the Code of Ethics. As part of our Code of Ethics, directors and employees are expected to make business decisions and to take actions based upon the best interests of our companyCompany and not based upon personal relationships or benefits. Any potential conflict of interest, and any transaction or relationship involving our officers or directors that could give rise to a conflict of interest, must be reviewed and resolved by our Corporate Development and Governance Committee.
We have adopted written policies and procedures for the review and approval or ratification of any “related party transaction,” as defined by us as any transaction, or proposed transaction, in excess of $120,000 between us and any of our executive officers, directors or director nominees.Regulation S-K, Item 404. The policy provides that each related party transaction must be reviewed by our Audit and Finance Committee. The committeeAudit and Finance Committee reviews the relevant facts and circumstances of the transaction, including if the transaction is on terms comparable to those that could be obtained in arms-length dealings with an unrelated third party and the extent of the related party’s interest in the transaction, taking into account the conflicts of interest and corporate opportunity provisions of our Code of Ethics, and either recommends that the Board of
Directors approve or disapprove the related party transaction. We will disclose all required related party transactions, as required, in our filings with the SEC. To our knowledge, no reportable transaction existed during 2012,2015, and there are currently no such proposed transactions.
Our management team is responsible for assessingassisting the Corporate Development and managingGovernance Committee in its assessment of our exposure to various risks.risks associated with the conduct of business. We have an enterprise risk management process to identify, assess and manage the most significant risks facing our company. Our Corporate Development and Governance Committee has generaloverall responsibility to review management’s risk management process, including the policies and guidelines used by management to identify, assess and manage our exposure to risk. Our Audit and Finance Committee has oversight responsibility for financial risks and other risks that could have a material impact on our company.Company. Our management reviews these financial risks with our Audit and Finance Committee regularly and reviews the risk management process, as it affects financial risks, with our Audit and Finance Committee on an on-going basis.
We presently use a combination of cash compensation and stock-based incentive compensation to attract and retain qualified candidates to serve on our Board of Directors. Our practice is to resurveysurvey our peer group companies every twothree to threefour years to ascertain whether our overall director compensation is appropriate and balanced. If we perceive that there has been a major change in our companyCompany or the market, we may conduct a more frequent survey.reduce the period of time between surveys. In setting director compensation, we consider the amount of time that directors spend fulfilling their duties to us, the skill-level required by members of our Board of Directors, and, based on an independent review by our external compensation consultant, Grahall & Associates, and other publicly available director compensation data, the compensation paid to directors in similar sized organizations in our industry. Our program remainsis designed to deliver annual director compensation at approximately the median levels of director compensation for companies in similar industries and of similar size. As our directors are elected annually in June of each year, our annual director compensation period runs from July 1 to June 30.
Each non-employee director receiveswill receive an annual cash retainer of $20,000,$60,000, except for the Board Chair, who receiveswill receive an annual cash retainer of $28,000.$90,000 for the period July 1, 2015 through June 30, 2016. In addition, each director who is a member of a Board committee receives an additional cash retainer for such committee service as summarized in the tables below.
For the Period July 1, 20112014 to June 30, 2012
Annual Retainer for Committee Members | Annual Retainer for Committee Chair | |
Audit and Finance Committee | $6,750 | $16,750 |
Compensation and Management Committee | $5,250 | $13,250 |
Governance Committee | $4,500 | $9,500 |
Strategy and Corporate Development Committee | $4,500 | $9,500 |
Annual Retainer for Committee Members | Annual Retainer for Committee Chair | |||||||
Audit and Finance Committee | $ | 6,750 | $ | 16,750 | ||||
Compensation and Management Committee | $ | 5,250 | $ | 13,250 | ||||
Corporate Development and Governance Committee | $ | 6,750 | $ | 16,750 |
For the Period July 1, 20122015 to June 30, 2013
Annual Retainer for Committee Members | Annual Retainer for Committee Chair | |
Audit and Finance Committee | $6,750 | $16,750 |
Compensation and Management Committee | $5,250 | $13,250 |
Governance Committee | $4,500 | $9,500 |
Strategy and Corporate Development Committee | $5,250 | $13,250 |
Annual Retainer for Committee Members | Annual Retainer for Committee Chair | |||||||
Audit and Finance Committee | $ | 6,750 | $ | 16,750 | ||||
Compensation and Management Committee | $ | 5,250 | $ | 13,250 | ||||
Corporate Development and Governance Committee | $ | 6,750 | $ | 16,750 |
Annual retainers for both committee members and committee chairs are paid quarterly in cash. For Board and committee service during the fiscal year ended December 31, 2012,2015, we paid our directors an aggregate $241,640.
During 2014, the Compensation and Management Committee approved that for thein lieu of quarterly stock payments due directors on November 14, 2014, February 15, 201313, 2015 and May 15, 2013,2015 more particularly described in the discussion below under “Directors’ Stock-Based Incentive Compensation and to be consistent with the overall objectives of our Share Repurchase Program, we would pay our directors in cash rather than in shares of our common stock. For each director other than the Board Chair, this would mean an additional $20,000$10,000 of cash compensation in lieu of shares of common stock valued at $20,000,$10,000, and for the Board Chair an additional $33,000$16,500 of cash compensation in lieu of shares of common stock valued at $33,000.
Initially, our 2014 – 2015 equity compensation program for directors providesprovided each director with an annual award of fully-vested restricted shares of our common stock without any restrictions.stock. The aggregate value of the award for each non-
On November 15, 2012, each incumbent non-employee director received 3,367 sharesOctober 29, 2014, the Compensation and Management Committee approved that in lieu of common stock and the Board Chair received an additional 2,189 shares of common stock.
Our directors also have stock ownership guidelines which require them to hold 2,000 shares. Directorsmaintain ownership of at least $40,000 of the Company stock. Newly elected directors have two years from their election to the Board to achieve the required ownership. Furthermore, until the required stock ownership guidelines are met, directors are required to hold at least 50% of all vested after-tax shares and 50% of shares received on exercise of stock options.requirement. Currently, all of our non-employee directors meet the stock ownership guidelines.
The table below summarizes the compensation paid by us to our non-employee directors for their service during the fiscal year ended December 31, 2012.
Name (1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2)(3) | Total ($) | |||
Steven M. Anderson | 32,252 | 40,003 | 72,255 | |||
Patricia C. Barron | 33,752 | 40,003 | 73,755 |
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 |
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation ($) | Total ($) | |||||||||||||||||||||
(1) | (2) | (3) | (4) | (5) | (6) | |||||||||||||||||||||||
Steven. M. Anderson | 78,756 | — | — | — | — | — | 78,756 | |||||||||||||||||||||
Thomas L. Saeli | 82,004 | — | — | — | — | — | 82,004 | |||||||||||||||||||||
Robert W. Shaw II | 83,504 | — | — | — | — | — | 83,504 | |||||||||||||||||||||
Ranjit C. Singh | 80,004 | — | — | — | — | — | 80,004 | |||||||||||||||||||||
Bradford T. Whitmore | 90,000 | — | — | — | — | — | 90,000 | |||||||||||||||||||||
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414,268 | — | — | — | — | — | 414,268 | ||||||||||||||||||||||
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(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) |
(3) |
(4) | ||||||
There was no non-employee director non-equity incentive plan compensation for the fiscal year ended December 31, 2015. |
(5) | There was no non-employee director change in pension value and nonqualified deferred compensation earnings for the fiscal year ended December 31, 2015. |
(6) | There was no non-employee director other compensation for the fiscal year ended December 31, 2015. |
We are currently for the first time considered a “smaller reporting company” for purposes of the SEC’s executive compensation and other disclosures. As such, we have opted to take advantage of the scaled disclosure requirements afforded to smaller reporting companies and, as a result,therefore, have provided more limited (or, in some cases, eliminated) disclosures that we have provided in prior years’ proxy statements.disclosures. The executive compensation disclosures that follow comply with the SEC’s executive compensation disclosure rules for smaller reporting companies and therefore are generally more narrow in scope than the executive compensation disclosures and Compensation Discussion and Analysis that we have included in proxy statements prior proxy statements.
Introduction
This proxy statement provides information about the compensation programs for those individuals we have identified as our NamedPrincipal Executive OfficersOfficer and Principal Financial Officer (together, for 2012purposes of this section, our “Named Executive Officers”) as well as our next most highly compensated employee, John Stephen Heir (“Mr. Heir”) for 2015 in accordance with the executive compensation disclosure rules and regulations of the SEC for smaller reporting companies. This proxy includes our compensation philosophy and the objectives of our executive rewards program,
Our Named Executive Officers for 20122015 are:
Our next most high compensated employee for 2015 is:
Compensation Overview
The Compensation and Management Committee engaged an independent executive compensation consulting firm, Grahall & Associates, to work with senior management and the Compensation and Management Committee (the “Compensation Committee”) to establish an executive total rewards strategy, which was implemented in 2012. Grahall & Associates looked at the competitiveness of our pay practices by making peer group comparisons. They augmented the core peer group that we had used in the past with several additional organizations as some of the organizations in our original peer group had been lostwere removed due to mergers and acquisitions.M&A activity. In addition to the core peer group analysis, they also provided analysis on a large sample of general technology organizations. Grahall & Associates presented several different potential reward strategies to the Compensation Committee for consideration.
The basic premise of Grahall’sGrahall & Associates’ proposal was that the compensation must be tied to the overall business strategy and the program that is needed for today will more than likely notmust be the same program needed three years from now, again focusing on theamended to align with changes in business strategy.strategy over time. The program that has been implemented is a transition model. This new program more effectively allocates the scarce resources that we have across competing needs than doesdid our previous program. It recognizes that when resources are tight, resource allocation needs to be more surgical in nature.precisely targeted. This structure is designed to increase our capabilityability to recruit for key competitive advantage positions, motivate core executives to reposition our company and promote the retention of high performers who can impact our business going forward.
Our executive rewards philosophy isprogram was designed by our Compensation and Management Committee, referred to in this Executive Compensation section of our proxy statement as the Committee to align the interests of our Named Executive Officers and other highly compensated employees, including Mr. Heir, with those of our shareholders by rewarding performance that enhances the long-term objective of increasing shareholder value, significantly grows the business, and executes our business strategy. Our executive rewards program is designed to motivate our executives, including our Named Executive Officers and other highly compensated employees, to achieve strong financial, operational and strategic performance and to provide a link between the amounts earned by our executives and the creation of shareholder value. The Committee establishes specific annual, long-term and strategic goals and rewards for Named Executive Officers and other highly compensated employees for performance that meets or exceeds those goals. In addition, we expect our Named Executive Officers and other highly compensated employees to work totoward achievement of these objectivesgoals while maintaining the highest ethical standards.
The key components of our executive rewards program for our Named Executive Officers and other highly compensated employees are base salary, an annual short-term incentive plan (“STIP”) and a long-term incentive plan (“LTIP”), combined with health and welfare benefits, retirement benefits, and limited perquisites (for Named Executive Officers only) and other benefits. We seek to ensure that total executive compensation is aligned with corporate performance and the creation of shareholder value by emphasizing variableplacing an appropriate portion of an executive’s total compensation that is at risk, based on financial and non-financial performance measures and subject to the achievement of corporate and individual performance goals.
Our executive rewards program is structured to attract, retain and motivate talented individuals, and to incentivize them to achieve our business strategy with strong financial, operational and strategic performance. In particular:
To this end, the Compensation Committee reviews our executive total rewards program annually to assess if we are achieving our business strategy, and if we are able to attract and retain talented executives, and to ensure that the total compensation paid to our executives, including our Named Executive Officers and other highly compensated employees, is reasonable, competitive and appropriately performance-based. The Compensation Committee also ensures that our total compensation is linked to our abilitythe degree to which we meet our annual financial and non-financial goals and, longer term, to drive strong levels ofour success in improving shareholder return. Our President &and CEO makes recommendations with respect to the awards of the other executive officers,Named Executive Officer and other highly compensated employees, and the Compensation Committee determines the actual awards of the executive officers, including the President & CEO.
Our fiscal 20122014 financial performance, along withour 2015 annual operating plan, and the individual performance of our Named Executive Officers and other highly compensated employees, served as key factors in making compensation decisions for 2012, including2015.
We continued the following:
Long-term equity incentive compensation continued to make up a significant portion of the compensation for each of our Named Executive Officers and other highly compensated employees. Awards are determined individually and are based on the relative criticality of the position and the Named Executive Officer’s and other highly compensated employees’ ability to implement changes designed to promote future growth.
Base Salary
Our President & CEO reviews the performance of the other Named Executive OfficersOfficer and other highly compensated employees and then recommends base salary adjustments, if any, to the Compensation Committee. In turn, the Compensation Committee independently reviews, adjusts where appropriate and approves the base salary adjustments, if any, based upon the subjective discretiondetermination of the Compensation Committee. In our Board’s executive session, the Committee reviews and recommends to the full Board any base salary adjustment for our President & CEO. If changes to base salaries are recommended and approved, the changes in the base salary are made based onto be effective for a date range of anywhereperiod ranging from 12twelve to 15fifteen months sincefrom the date of the last increase based upon an executive’s performance.
The Compensation Committee typically reviews base salary levels from the core peer group and the technology peer group on an annual or semi-annual basis. The Committee has endeavored to better align executive salaries with the market, moving them between the 25th and the 50th percentile of our peer group, since base salaries for our executive officers have traditionally been significantly below market norms for comparable companies. In addition to looking at the peer group data, salaries for our Named Executive Officers are determined based upon the following factors:
In May 2012,March 2015, the Compensation Committee recommended to the Board and the Board subsequently approved a base salary increase to Mr. Popielec in the amountFain of 3%5.0% ($450,000286,650 to $463,500)$300,976).
Short-Term Incentive Plan 2012
Typically, we establishour Compensation Committee establishes a short-term incentive plan each fiscal year, which provides the Named Executive Officers an opportunity to receive an annual cash payment in addition to their base salaries. The short-term incentive plan is designed to place “at risk” a significant portion of the annual total cash compensation of the Named Executive Officers by linking the amount of compensation that can be achieved under the plan with our financial performance. We believe that the STIP is a key component of maintaining a competitive executive compensation program because it motivates our Named Executive Officers to achieve our short-term financial and strategic objectives while making progress towardstoward our longer term growth. Based on our new Total Rewards Strategytotal rewards strategy, those Named Executive Officers and other executives who, by virtue of their position in the Company, had the
opportunity forto make an immediate short term impact on the business and were instrumental in driving our operating results had more of their pay at risk in the STIP. These individuals also were tasked with balancing short termshort-term results and decisions with creating long term value.
President & CEO
Mr. Popielec was eligible to receive an annual cash bonus outside ofin accordance with the 20122015 Executive STIP if wethe Company met or exceeded certain performance metrics that were to be agreed upon no later than January 31, 2012.2015. In 2012,2015, the STIP target for Mr. Popielec’sPopielec was 75% of his base salary, and his bonus was based on delivering 2012meeting pre-established 2015 operating profit and corporate revenue goals. His target bonus amount was 75% of his base salary or $337,500. The STIP was structured such that 90%with 70% of the weighting of the bonus based on 2015 operating profit goal of $3.75 million and 30% of the weighting of the bonus based on 2015 corporate revenue goal of $80.3 million. Achievement of less than 75% of the operating profit goal or less than 89% of the corporate revenue goal resulted in no bonus being paid with respect to that metric. Achievement of 75% to 100% of the operating profit goal and achievement of 89% to 100% of the corporate revenue goal would result in a bonus range payout from 50% to 70% of the target bonus for the metric with respect to which the respective 75% to 100% or 89% to 100% performance was achieved. Payout of 100% of the target bonus under the plan would be based onachieved by exceeding the operating profit goal by 27% and 10% onthe corporate revenue. Bonusrevenue goal by 7%. Achievement of over 127% to 160% of the operating profit goal and over 107% to 118% of the corporate revenue goal would result in a bonus payout ranges wereranging from 0%100% to 150% of the target bonus amount based onwith respect to the satisfaction ofmetric for which such performance level had been achieved. Mr. Popielec was eligible for a partial payment under the plan if one or more the bonus plan metrics. Satisfaction of less than 75% of either or both of the bonustwo metrics was achieved. Payout under the plan metrics would result in no bonus being paid. Satisfaction of 75% up to 100% of either or both the bonus plan metrics would in result in bonus ranges from 50% to 100%is capped at 150% of the target bonus. Satisfaction of 100% to 125% of either or both of the bonus plan metrics would result in bonus ranges from 100% to 150% of target bonus. The targetBased on our 2015 financial performance, Mr. Popielec earned a STIP bonus of $337,500 would be paid if operating profit was equal to or greater than $15 million and corporate revenue was $163.4 million. Due to our financial performance in 2012, no STIP or bonus$236,455 which was paid to our President & CEO.
Other Named Executive Officers
Based in part on the recommendation from the President & CEO, the Compensation Committee establishes threshold, commitmenttarget and maximum bonus levels for each Named Executive Officer and Mr. Heir, which is expressed as a percentage of histheir base salary. The percentages are determined by the position of the Named Executive OfficersOfficer and Mr. Heir within the organization and based upon the review of peer data. In 2012,2015, the target for Mr. Fain was 45% of base salary and the target for Mr. ComerfordHeir was 35%40% of his base salary. TheFor our Other Named Executive Officer, the threshold level for 2012 is2015 was the minimum level of performance required before any amount would be earned under the STIP, which is 75% of the Company performance targetsgoal of operating profit and 89% of corporate revenue. For Mr. Heir, the minimum level of performance required before any amount would be earned under the STIP, is 75% of the Company performance goal of operating profit and 91% of revenues from the Battery & Energy Products Segment. The Compensation Committee also establishes a maximum bonus level under the STIP. For 2012,2015, that maximum bonus level was 150% of the target bonus level.
Generally, the Compensation Committee sets the target bonus level such that, assuming achievement of the corporate financial metrics, the combined base salary and annual STIP opportunity for our Named Executive Officers will be at or near the 50th percentile for comparable executives at the companies in our peer group.
In establishing the 2015 total rewards strategy, the Compensation Committee approved the President & CEO’s recommendation that all Named Executive Officers would have their STIP based on our operating profit and corporate revenue goals. The STIP potential for 20122015 was based on a percentage of the Other Named Executive Officer’s base salary based on using a surgical approach in which not every Named Executive Officer’s percentageand the base salary of participation in the plan was the same.Mr. Heir. The two metrics used for computation of the 20122015 bonus for the Other Named Executive Officers were companyCompany operating profit and corporate revenue, with 90%70% of the weighting of the bonus based on 20122015 operating profit commitmenttarget of $15$3.75 million and 10%30% of the weighting of the bonus based on 20122015 corporate revenue commitmenttarget of $163.4$80.3 million.
Energy Products segment revenues with the same weighting as for the Named Executive Officers. Achievement of these metrics in 2015 would result in a 70% payout of the percentage of the base salaries for the Other Named Executive Officer and for Mr. Heir.
Achievement of less than 75% of the bonus plan metricsmetric of operating profit commitment orgoal and less than 89% of corporate revenue commitmentgoal resulted in no bonus being paid to the Named Executive Officers for that metric. SatisfactionAchievement of 75% to 100% of the bonus plan metrics of operating profit commitment orgoal and 89% to 100% of the corporate revenue commitmentgoal would result in a bonus range payout to the Named Executive Officers from 50% to 100%70% of the target bonus for that metric. Payout of 100% of the target bonus under the plan would be achieved by meetingexceeding the targeted operating profit goal by 27% and exceeding the corporate revenue commitments.goal by 7%. Satisfaction of over 100%127% to 125%160% of the bonus plan metrics of operating profit orand over 107% to 118% of corporate revenue commitmentgoals would result in a bonus range payout of 100% to 150% of the target bonus for that metric. Named Executive Officers were eligible for a partial payment under the plan if one of the two metrics was achieved. Payout under the plan is capped at 150% of the target bonus. While the decisions to make STIP payouts as well as the amounts earned under the STIP are made at the sole discretion of the Compensation Committee, in making such determinations, the Compensation Committee relies onconsiders the
Long-Term Incentive Compensation
Long-Term Equity Incentive Compensation – Other Named Executive Officers other than our President & CEO
We use equity awards to motivate our Named Executive Officers and other highly compensated employees to increase the long-term value of our common stock and, thereby, align the interests of our Named Executive Officers and other highly compensated employees with those of our shareholders. Long-term equity incentive awards are intended to further our success by ensuring that sustainable value creation is a keysignificant factor into the amount of total compensation which our Named Executive Officers’ management of the businessOfficers and other highly compensated employees may receive. We believe that linking long-term compensation to helpsustained value creation helps retain executives over time.
Long-term equity incentive compensation may consist of equity such as awards of stock options, performance vested restricted shares and time vested restricted shares that vest over a multi-year period. This design approach helps align the interests of our Named Executive Officers and other highly compensated employees with those of our shareholders in seeingby linking the compensation of our Named Executive Officers and other highly compensated employees to long-term increases in the value of equity instruments. We use stock options as one of our long-term incentives because, in addition to providing our executive officers with the opportunity to develop a stock ownership stake in our company, they result in compensation only to the extent that the market price of our common stock increases over the term of the stock option.
The size and form of these equity awards was determined by the Committee with recommendations from the President & CEO for the other Named Executive Officers. BasedOfficer was determined by the Compensation Committee in consultation with the President & CEO. In March 2015, the Compensation Committee, based on our total rewards strategy, in late 2011 and early 2012recommendation of the President & CEO, awarded Mr. Fain with 30,000 stock options. The size of Mr. Heir’s equity awards is determined by the President and CEO recommended larger equity awards for our other Named Executive Officers as they were highly focused and leveraged onrequires the growthapproval of the organization and meeting the organization’s strategic plan.
Long-Term Equity Incentive Compensation – President & CEO
Long-term equity incentive compensation is a significant component of Mr. Popielec’sthe compensation package.package of our President & CEO. Under his employment agreement, Mr. Popielec received the following options to purchase shares of our common stock:
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 | |||||||
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. |
Mr. Popielec also received three additional stock options,option awards, each of which was conditioned upon shareholder approval of our Restated 2004 LTIP at our 2011 annual meeting. This approval was obtained at our 2011 annual meeting, which was held in June 2011.meeting. As detailed below, most of these stock optionsoption awards were granted with an exercise price substantially above the grant date fair market value of our common stock.
Date of Grant | 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. | |||
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. | |||
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. |
Date of Grant | Number of Shares | Exercise Price | Vesting Schedule | |||||||
December 30, 2010 | 250,000 | $ | 6.4218 | Options to purchase 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 of options to purchase 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 of options to purchase 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. |
On January 29, 2013, our Board of Directors, on recommendation of our Compensation Committee, granted 120,000 restricted stock units (RSU’s) to our President & Chief Executive Officer, Michael D. Popielec, which grant was approved by our shareholders at our June 4, 2013 Annual Meeting. These RSU’s vest and will convert to shares of our common stock as follows:
(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. |
The 30,000 shares of the Company’s common stock described in (1) above were issued on January 1, 2014, the 30,000 shares of the Company’s common stock described in (3) above were issued on January 1, 2015, and the 60,000 shares of the Company common stock described in (2) and (4) above were issued on October 8, 2015.
On March 3, 2015 and on March 5, 2015, our Board of Directors, on recommendation of our Compensation Committee, granted 40,000 and 20,000 stock options pursuant to our shareholder approved 2014 LTIP, respectively, to Mr. Popielec.
We provide to all active employees a tax-qualified 401(k) plan that provides for both employer and employee contributions. EmployeesUnder this plan, employees may defer annuallya portion of their base salary to the plan up to theannual IRS limits. We provide a company match of 50% of an employee’s deferrals, up to a maximum of 4% of the employee’s annual salary.
We provide our Named Executive Officers with perquisites and other personal benefits that we and the Compensation Committee believesbelieve are reasonable and consistent with the objectives of our overall compensation program to better enable us to attract and retain superior employees for key positions. The Compensation Committee periodically reviews the levels of perquisites and other personal benefits provided to our Named Executive Officers.
The aggregate incremental costs of the personal benefits provided to our Named Executive Officers are included in the “All Other Compensation” column of the 20112015 Summary Compensation Table.
Other 2012 Compensation Actions
In order to better align the interests of executive officers and shareholders, several years ago the Compensation Committee implemented stock ownership and retention guidelinesrequirements for executive officers. The stock ownership requirements for executive officers are as follows:
President & CEO | 1.00 times salary | |||
Chief Financial Officer | 0.50 times salary | |||
For 2012,2015, the Compensation Committee established the presumed share price, at $4.88which is to be used for purposes of determining the minimum number of shares to be owned by the executive officers. This presumed price was $3.67 per share, which was based on the volume weighted average priceVolume Weighted Average Price (“VWAP”), calculated as an amount equal to the sum of all dollars traded for every transaction in our common stock for the two-year period ended December 31, 2011.2014 divided by the total shares traded for such two-year period. Each year the Compensation Committee will establish a new presumedprice per share to be used to determine the minimum number of shares required to be held which price for the following yearper share will be based on the volume weighted average priceVWAP of our common stock for the preceding two-year period. Executive officers have three
years from the date of hire to achieve the required holdings, which are based on the presumedprice per share price.as calculated above. Additionally, there are shareholding requirements which require that until the share ownership guidelines are met, executive officers must hold at leastare prohibited from disposing of more than 50% of all vested shares received from restricted share grants (on an after tax basis) and 50% of shares received on exercise of stock options. Shares owned by an executive, as well as shares underlying awards of stock options and restricted stock count towardsare treated as owned by the executive’s goal.executive for purposes of determining whether required ownership has been achieved. All Named Executive Officers have either met or are on target to meet their applicable stock ownership guidelines.
As part of its role,responsibility, the Compensation Committee reviews and considers the deductibility of executive compensation under Section 162(m) of the Code which provides that unless we comply with certain shareholder approval procedures, we may not deduct compensation of more than $1,000,000 that is paid to certain individuals. We believe that compensation paid under theour executive compensation plans is fully deductible for federal income tax purposes. However, in certain situations, the Compensation Committee may in the future approve compensation that will not meet these requirements in order to ensure competitive levels of total compensation for our executive officers.
Beginning on January 1, 2006, we began accounting for stock-based payments, including stock options and restricted stock awards, in accordance with the requirements of SFAS 123(R), now referred to as ASC 718.
2012 2015 Summary Compensation Table
The following table sets forth information concerning the compensation awarded to, paid to or earned by the Named Executive Officers and Mr. Heir for all services in all capacities to us and our subsidiaries during 20112014 and 2012:
Name and Principal Position | Year | Salary ($) | Option Awards ($)(1)(2) | All Other Compensation ($)(3) | Total ($) | |||||
Michael D. Popielec | 2012 | 459,265 | - | 158,996 | 618,261 | |||||
President and Chief | 2011 | 436,611 | 1,413,316 | 15,407 | 1,865,334 | |||||
Executive Officer | ||||||||||
Philip A. Fain | 2012 | 256,801 | 37,418 | 10,892 | 305,111 | |||||
Chief Financial Officer | 2011 | 249,608 | 101,492 | 15,711 | 366,811 | |||||
and Treasurer | ||||||||||
Peter F. Comerford | 2012 | 236,535 | - | 8,064 | 244,599 | |||||
Vice President of | 2011 | 228,717 | 52,775 | 11,500 | 292,992 | |||||
Administration, Secretary and General Counsel |
Name and Principal Position | Year | Salary ($) | Bonus (S) (1)(2)(3) | RSU/Option Awards ($) (4)(5)(6)(7) | All Other Compensation ($)(8) | Total ($) | ||||||||||||||||||
Michael D. Popielec | 2015 | 505,401 | 0 | 581,325 | 32,098 | 1,118,824 | ||||||||||||||||||
President and Chief Executive Officer | 2014 | 481,331 | 0 | 104,700 | 30,073 | 616,104 | ||||||||||||||||||
Philip A. Fain | 2015 | 303,737 | 0 | 69,600 | 24,063 | 397,400 | ||||||||||||||||||
Chief Financial Officer, Treasurer and Secretary | 2014 | 279,826 | 0 | 112,000 | 21,967 | 413,793 | ||||||||||||||||||
J. Stephen Heir | 2015 | 226,598 | 0 | 52,400 | 0 | 278,998 | ||||||||||||||||||
President, Battery & Energy Products | 2014 | 211,699 | 31,500 | 32,000 | 0 | 275,199 |
(1) | Mr. Popielec earned a STIP bonus of $236,455 for the year-ended December 31, 2015 which was paid in March 2016. |
(2) | Mr. Fain earned a STIP bonus of $87,738 for the year ended December 31, 2015 which was paid in March 2016. |
(3) | On July 12, 2013, Mr. Heir was hired by the Company as President, Battery & Energy Products. In conjunction with his hiring, the Compensation Committee guaranteed Mr. Heir a bonus of $31,500 that was paid to him in 2014. Mr. Heir earned a STIP bonus of $70,012 for the year-ended December 31, 2015 which was paid in March 2016. |
(4) | On January 29, 2013, our Board of Directors, on recommendation of our Compensation Committee, granted 120,000 restricted stock units (RSU’s) to Michael D. Popielec, which grant was approved by our shareholders at our June 4, 2013 Annual Meeting. During 2014, 30,000 of these RSU’s vested, and during 2015, the remaining 90,000 of these RSU’s vested. The |
(5) | On March 3, 2015 and on March 5, 2015, our Board of Directors, on recommendation of our Compensation Committee, granted 40,000 and 20,000 stock options pursuant or our shareholder approved 2014 LTIP, respectively, to Michael D. Popielec. The amount reported in the RSU/Option Awards column for Mr. Popielec represents the grant date fair value of this stock option |
(6) | On March 4, 2014 and on March 3, 2015, our Board of Directors, on recommendation of our Compensation Committee, granted 70,000 and 30,000 stock options pursuant to our shareholder-approved Restated 2004 LTIP and 2014 LTIP, respectively, to Philip A. Fain. The amount reported in the RSU/Option Awards column for Mr. Fain represents the grant date fair value of this stock option award calculated in accordance with ASC 718. See Note 9 and Note 10 to our audited financial statements included in our Annual Reports on Form 10-K for the fiscal years ended December 31, |
All Other Compensation for |
401(k) Plan Employer Match ($) | Other Benefits (a) ($) | Total ($) | ||||
Michael D. Popielec | 4,893 | 154,103 | 158,996 | |||
Philip A. Fain | 5,169 | 5,723 | 10,892 | |||
Peter F. Comerford | 4,560 | 3,504 | 8,064 |
401(k) Plan Employer Match ($) | Other Benefits (a) ($) | Total ($) | ||||||||||
Michael D. Popielec | 5,200 | 26,898 | 32,098 | |||||||||
Philip A. Fain | 5,300 | 18,763 | 24,063 |
(a) | The “Other Benefits” column of the above table includes premiums paid for group medical and dental coverage |
On December 6, 2010, we enteredin connection with entering into an employment agreement with Mr. Popielec, which provides that, effective December 30, 2010, Mr. Popielec became our President and Chief Executive Officer, succeeding Mr. Kavazanjian. In connection with his appointment as our President and Chief Executive Officer, weOfficer.
We set Mr. Popielec’s annual base salary at $450,000.$450,000 subject to adjustment. Mr. Popielec is also eligible to receive an annual cash bonus outsideunder our short-term cash bonus incentive plan if we exceed certain quantitative and qualitative performance metrics to be agreed upon and approved by the Compensation Committee no later than January 31 of the year for which the bonus applies. Satisfaction of 80% to 99% of theThe bonus plan metrics will result in bonus
Mr. Popielec is also a participant in our Restated 2004 LTIP and 2014 LTIP. Pursuant to the terms of his employment agreement, Mr. Popielec was granted options to purchase shares of our common stock. Certain of the options granted on December 30, 2010 were conditional and were subject to shareholder approval to increase the number of shares available under our Restated 2004 LTIP. Shareholder approval was obtained in June 2011.
Mr. Popielec is also entitled to receive the retirement benefits, and fringeperquisites and other personal benefits described in this proxy statement under the sections entitled “Retirement Benefits” and “Perquisites and Other Personal Benefits”.
The employment agreement provides that Mr. Popielec’s employment is “at will.” Mr. Popielec is entitled to certain severance benefits if we terminate his employment without Business Reasons or a Constructive Termination occurs (as those terms are defined in the employment agreement), including (i) salary continuation for a period of 1812 months following the termination date, provided, however, that such 18-month period shall be reduced to 12 months if the termination date is on or after June 30, 2012;date; (ii) a pro rata amount (calculated on a per diem basis) of the full-year bonus which Mr. Popielec would have earned for the calendar year in which the termination of employment occurs; (iii) acceleration of vesting of all outstanding stock options and other equity arrangements,awards, subject to the provision, however, that the acceleration shall not coverapply to the extent that the outstanding options and equity awards would otherwise have vested more than 18 months fromafter the termination date;date of termination; (iv) continuation of health benefits for Mr. Popielec, his spouse and any dependent children for a period of 12 months after the termination date followed by 18 months of executive-paid COBRA eligibility. In addition, if we terminate the employment of Mr. Popielec within 12 months offollowing the dateoccurrence of a Change in Control, without Business Reasons or if a Constructive Termination occurs (as those terms are defined in the employment agreement), then Mr. Popielec shall be entitled to receive a lump sum payment equal to (i) any earned but unpaid salary, any unpaid bonus from the prior year plus an amount equal to 18 months of his base salary as then in effect, payable immediately upon the termination date; (ii) one and one-half times his target bonus for the calendar year in which the termination date occurs; (iii) acceleration in full of vesting of all outstanding stock options, all such options to remain exercisable for 18 months following the termination date, or through the original expiration date of the stock options, if earlier; (iv) continuation of health benefits for Mr. Popielec, his spouse and any dependent children for a period of 24 months after the termination date. To the extent the vesting and/or accelerated payment of outstanding stock options would subject Mr. Popielec to the imposition of tax and/or penalties under Section 409A of the Internal Revenue Code (the “Code”), the vesting and/or payment of such stock options and other equity shall be delayed to the extent necessary to avoid the imposition of such tax and/or penalties. The employment agreement also provides for the continuation of certain benefits in the event Mr. Popielec’s employment is terminated for disabilityDisability (as defined in the employment agreement) or by his death. Mr. Popielec has also executed an Employee
We do not have an employment agreement with Mr. Fain.
The following table sets forth information concerning the number of shares underlying exercisable and non-exercisable options and stock awards outstanding at December 31, 20122015 for our Named Executive Officers.
Option Awards | ||||||||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | ||||||||||
Michael D. Popielec | 25,000 | 25,000 | (1) | $ | 6.4218 | 12/30/2017 | ||||||||
125,000 | 125,000 | (2) | 6.4218 | 12/30/2017 | ||||||||||
25,000 | 25,000 | (3) | 6.5820 | 12/30/2017 | ||||||||||
0 | 200,000 | (4) | 10.0000 | 01/24/2019 | ||||||||||
0 | 200,000 | (5) | 15.0000 | 01/14/2020 | ||||||||||
Philip A. Fain | ||||||||||||||
10,000 | 0 | 11.4217 | 09/07/2014 | |||||||||||
50,000 | 0 | 12.7385 | 03/07/2015 | |||||||||||
7,976 | 0 | 12.1848 | 01/14/2016 | |||||||||||
33,000 | 0 | 3.9085 | 12/04/2016 | |||||||||||
16,667 | 8,333 | (6) | 6.9061 | 12/03/2017 | ||||||||||
16,667 | 33,333 | (7) | 4.4218 | 12/09/2018 | ||||||||||
0 | 20,000 | (8) | 3.9797 | 01/03/2019 | ||||||||||
Peter F. Comerford | ||||||||||||||
1,000 | 0 | 12.8500 | 03/31/2013 | |||||||||||
7,500 | 0 | 10.5500 | 12/21/2013 | |||||||||||
6,000 | 0 | 13.4338 | 12/07/2014 | |||||||||||
3,988 | 0 | 12.1848 | 01/14/2016 | |||||||||||
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 |
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | 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 | 50,000 | 0 | 0 | 6.4218 | 12/30/2017 | — | — | — | — | |||||||||||||||||||||||||
250,000 | 0 | 0 | 6.4218 | 12/30/2017 | — | — | — | — | ||||||||||||||||||||||||||
50,000 | 0 | 0 | 6.5820 | 12/30/2017 | — | — | — | — | ||||||||||||||||||||||||||
0 | 200,000 | (1) | 200,000 | (1) | 10.0000 | 1/24/2019 | — | — | — | — | ||||||||||||||||||||||||
0 | 200,000 | (2) | 200,000 | (2) | 15.0000 | 1/14/2020 | — | — | — | — | ||||||||||||||||||||||||
0 | 40,000 | (3) | 40,000 | (3) | 3.7100 | 3/3/2022 | — | — | — | — | ||||||||||||||||||||||||
0 | 20,000 | (4) | 20,000 | (4) | 3.7900 | 3/5/2022 | — | — | — | — | ||||||||||||||||||||||||
Philip A. Fain | 7,976 | 0 | 0 | 12.1848 | 1/14/2016 | — | — | — | — | |||||||||||||||||||||||||
33,000 | 0 | 0 | 3.9085 | 12/4/2016 | — | — | — | — | ||||||||||||||||||||||||||
25,000 | 0 | 0 | 6.9061 | 12/3/2017 | — | — | — | — | ||||||||||||||||||||||||||
50,000 | 0 | 0 | 4.4218 | 12/9/2018 | — | — | — | — | ||||||||||||||||||||||||||
20,000 | 0 | 0 | 3.9797 | 1/3/2019 | — | — | — | — | ||||||||||||||||||||||||||
23,334 | 46,666 | (5) | 46,666 | (5) | 3.9384 | 3/4/2021 | — | — | — | — | ||||||||||||||||||||||||
0 | 30,000 | (6) | 30,000 | (6) | 3.7100 | 3/3/2022 | — | — | — | — |
(1) |
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. |
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. |
This stock option vested with respect to 13,334 shares on March 3, 2016, will vest with respect to |
This stock option vested with respect to 6,667 shares on |
(5) | This stock option vested with respect to 23,334 shares and |
(6) | This stock option vested with respect to 10,000 shares on March 3, 2016, will best with respect to 10,000 shares on March 3, 2017 and will vest with respect to 10,000 shares on March 3, 2018. |
Retirement Benefits and Potential Payments upon Termination or Change in Control
The only arrangement that we maintain that provides for retirement benefits is our tax-qualified defined contribution 401(k) plan. The material terms of our tax-qualified defined contribution 401(k) plan are summarized above under the heading “Retirement Benefits.”
All of the potential payments and benefits payable by us to those of our Named Executive Officers who were employed by us during 20122015 in the event of various scenarios involving either a termination of employment and/or change in control are determined pursuant to theirthe employment agreementsagreement with Mr. Popielec or the Restated 2004 LTIP. The employment agreementsagreement with Messrs.Mr. Popielec and Comerford areis summarized above under the heading “Employment Arrangements.” We do not have an employment agreement with Mr. Fain.Fain or Mr. Heir. Under the award, agreements issued under the Restated 2004 LTIP and 2014 LTIP, outstanding unvested stock options, and shares of restricted stock becomeand restricted stock units immediately vestedvest upon the occurrence of a “Change in Control.”
RATIFY THE SELECTION OF OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The firm of BDO USA,Bonadio & Co., LLP independent registered public accountants, served as our independent registered public accounting firm in connection withfor the audit of our financial statements for 2011years ended December 31, 2014 and 2012.
Our Audit and Finance Committee has selected Bonadio & Co., LLPFreed Maxick CPAs P.C. to serve as our independent registered public accounting firm for 2013.2016. This selection will be presented to our shareholders for their ratification at the Meeting. Our Board of Directors recommends a vote in favor of the proposal to ratify this selection, and the persons named in the enclosed proxy (unless otherwise instructed therein) will vote such proxiesFOR this proposal. If the shareholders do not ratify this selection, the Audit and Finance Committee will seek to identify and address the reason or reasons why the shareholders did not ratify the committee’s selection and will consider such reason or reasons in selecting an independent registered public accounting firm for 2013.
We have been advised by both BDO USA, LLP and Bonadio & Co., LLPFreed Maxick CPAs, P.C. that eachthey will have a representative present at the Meeting who will be available to respond to appropriate questions. In addition, we intend to give such representativesrepresentative an opportunity to make any statements if they should so desire.
Aggregate fees for professional services rendered for us by BDO USA,Bonadio, & Co., LLP for 20112014 and 20122015 were:
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 |
Bonadio & Co., LLP | ||||||||
2014 | 2015 | |||||||
Audit Fees | $ | 177,000 | $ | 200,000 | ||||
Audit – Related Fees | 9,500 | 13,750 | ||||||
Tax Fees | 38,850 | 24,375 | ||||||
All Other Fees | 0 | 0 | ||||||
|
|
|
| |||||
Total | $ | 225,350 | $ | 238,125 |
Audit fees for 20112014 and 2012,2015, respectively, were for professional services rendered for the audits of our consolidated financial statements, auditsreviews of internal controls overour quarterly consolidated financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002,statements, consents income tax provision procedures and assistance with review of documents filed with the SEC.
Audit-RelatedAudit-Related Fees
Audit-related fees in 2014 and 2015, respectively, were nofor the audit of our 401(k) defined contribution plan for the years ended December 31, 2013 and December 31, 2014. Also included in the audit-related fees in 2015 was an amount related to a review of our S-8 Filing and included in the audit-related fees in 2014 was an amount relating to a review and discussion of our accounting for 2012. Audit-relatedthe relocation of our China facility.
Tax fees relate to corporate and expatriate tax compliance, including the preparation of tax returns and claims for 2011 consisted of fees incurred in connection with our filing of a registration statement on Form S-8.
Our Audit and Finance Committee has not adopted pre-approval policies and procedures for audit and non-audit services. Although no pre-approval policy was in effect, all audit, audit-related and permitted non-audit services for which BDO USA,Bonadio & Co., LLP waswere engaged were pre-approvedreviewed and approved prior to the commencement of the services by our Audit and Finance Committee in compliance with applicable SEC requirements.
The duties and responsibilities of the Audit and Finance Committee are set forth in our Audit and Finance Committee Charter, a copy of which is available on our website athttp://investor.ultralifecorporation.com under the subheading “Corporate Governance.” Among other things, the Audit and Finance Committee reviews the adequacy of our systemssystem of internal controlscontrol regarding financial reporting, disclosure controls and procedures and preparing our consolidated financial statements. In addition, the Audit and Finance Committee recommends to our Board of Directors that our audited financial statements be included in our Annual Report on Form 10-K, approves our quarterly filings on Form 10-Q and selects the independent registered public accounting firm to audit our books and records.
The Audit and Finance Committee has:
Discussed with |
The Audit and Finance Committee met with our independent accountants with and without management present and discussed with them the results of their examinations, their evaluations of our internal control over financial reporting, our disclosure controls and procedures and the quality of our financial reporting. Based on the review and discussions referred to above, the Audit and Finance Committee concluded that BDO USA,Bonadio & Co., LLP is independent and recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 20122015 for filing with the SEC.
The Audit and Finance Committee:
Thomas L. Saeli, Chair
Steven M. Anderson
Robert W. Shaw II
PROPOSAL 3
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) |
(a) | (b) | (c) | |
Equity Compensation Plans approved by security holders | 2,161,488 | $7.35 | 700,235 |
Equity compensation plans not approved by security holders | 229,512(1)(2) | $6.23 | — |
Total | 2,391,000 | $7.24 | 700,235 |
Our Board of Directors does not intend to present, and has not been informed that any other person intends to present, any matters for action at the Meeting other than those specifically referred to in this proxy statement. If any other matters properly come before the Meeting, it is intended that the holders of the proxies will act in respect thereof in accordance with their best judgment.
Other than Mr. Popielec, whose information is set forth with the other directors standing for election, the names of, and certain information with respect to, our executive officers who are not director nominees are presented below.
Name | Age | Present Principal Occupation and Employment History | ||
Philip A. Fain | ||||
Mr. Fain was named Chief Financial Officer in November 2009, |
The table below shows certain information regarding the beneficial ownership of shares of our common stock as of April 12, 20135, 2016 by each person known by us to beneficially own more than five percent of the outstanding shares of our common stock, with percentages based on 17,458,97715,325,589 shares issued and outstanding.
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) | 5,165,137 | 33.7 | % | |||||
1560 Sherman Avenue, Suite 900 | ||||||||
Evanston, IL 60201 | ||||||||
NGP Energy Technology Partners II, L.P. (2) | 950,721 | 6.2 | % | |||||
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. |
The table below shows certain information regarding the beneficial ownership of shares of our common stock as of April 12, 20135, 2016 by (1) each of our directors, (2) each of our Named Executive Officers (as defined under the heading “Executive Compensation”), and (3) all of our directors and executive officers as a group.
Name of Beneficial Owner (1) | Number of Shares Beneficially Owned (1) | Percent of Class Beneficially Owned (2) | ||
Steven M. Anderson | ||||
* | ||||
Michael D. Popielec | 630,289 (3) | 1.7% (7) | ||
Thomas L. Saeli | * | |||
Robert W. Shaw II | ||||
* | ||||
Ranjit C. Singh | ||||
* | ||||
Bradford T. Whitmore | 5,165,137 (4) | 33.7% | ||
Philip A. Fain | ||||
* | ||||
All Directors and Executive Officers as a group (7 persons) | ||||
* | ||||
(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. |
Section 16(a) of the Exchange Act requires our directors, executive officers and persons who own more than 10% of our common stock to file with the SEC initial reports of beneficial ownership and reports of changes in beneficial ownership of our common stock and our other equity securities. To our knowledge, based solely on the written representations of our directors and executive officers and the copies of such reports filed with the SEC during 2012,2015, all Section 16(a) filings applicable to our officers, directors and more than 10% beneficial owners were filed in a timely manner.
Under Rule 14a-8 of the Exchange Act, shareholder proposals intended for inclusion in the proxy statement for our 20142016 Annual Meeting of Shareholders must be submitted in writing to us to our Corporate Secretary at 2000 Technology Parkway, Newark, New York 14513, and must behave been received by December 23, 2013.
Any shareholder proposal submitted for consideration at our 20142016 Annual Meeting of Shareholders butnot submitted for inclusion in the proxy statement for that meeting that is received by us after March 8, 2014December 23, 2016 will not be considered filed on a timely basis with us under Rule 14a-4(c)(1) of the Exchange Act. For such proposals that are not timely filed, we retain discretion to vote proxies we receive. For such proposals that are timely filed, we retain discretion to vote proxies we receive provided that we include in our proxy statement advice on the nature of the proposal and how we intend to exercise our voting discretionand the proponent of any such proposal does not issue its own proxy statement.
Our Annual Report on Form 10-K for the year ended December 31, 2012,2015, as filed with the SEC, is included in the 20122015 Annual Report to Shareholders which accompanies this proxy statement.
April 22, | By Order of the Board of Directors | |||||
Bradford T. Whitmore | ||||||
Chair of the Board of Directors |
VOTE BY INTERNET- www.proxyvote.com | ||||
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. | ||||
ULTRALIFE CORPORATION 2000 Technology Parkway Newark, NY 14513 | ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS | |||
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. | ||||
VOTE BY PHONE-1-800-690-6903 | ||||
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. | ||||
VOTE BY MAIL | ||||
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
For All | Withhold All | For All Except | To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. | |||||||||||||||||||||||||||||||
The Board of Directors recommends you vote FOR the following: | ||||||||||||||||||||||||||||||||||
1. | Election of Directors Nominees | ¨ | ¨ | ¨ | ||||||||||||||||||||||||||||||
01 | Steven M. Anderson 02 Michael D. Popielec 03 Thomas L. Saeli 04 Robert W. Shaw II 05 Ranjit C. Singh | |||||||||||||||||||||||||||||||||
06 | Bradford T. Whitmore | |||||||||||||||||||||||||||||||||
The Board of Directors recommends you vote FOR proposal 2: | For | Against | Abstain | |||||||||||||||||||||||||||||||
2. | Ratification of the selection of Freed Maxick CPAs, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2016. | ¨ | ¨ | ¨ | ||||||||||||||||||||||||||||||
NOTE:The proxy or proxies are authorized to vote in their discretion upon such other business as may properly come before the meeting and any adjournments thereof. | ||||||||||||||||||||||||||||||||||
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. | ||||||||||||||||||||||||||||||||||
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement, Annual Report/ Form 10-K Wrap is/are available atwww.proxyvote.com |
ULTRALIFE CORPORATION | ||||||
2016 Annual Meeting of Shareholders | ||||||
June 1, 2016 | ||||||
This proxy is solicited on behalf of the Board of Directors. | ||||||
The undersigned hereby appoints Philip A. Fain and Paul D. Underberg as proxies for the undersigned, with full power of substitution, to vote all shares of the Common Stock of Ultralife Corporation owned by the undersigned at the Annual Meeting of Shareholders to be held on June 1, 2016 at 11:00 A.M., local time, at the Hilton Chicago O’Hare Airport, O’Hare International Airport Chicago, IL 60666, and at any adjournments of such meeting, on the matters listed in this proxy and described in the notice of annual meeting and proxy statement and upon such other business as may properly come before such meeting and any adjournments thereof. | ||||||
This proxy is solicited on behalf of the Board of Directors of the Company and each matter to be voted on at the Annual Meeting has been proposed by the Board of Directors of the Company. This proxy will be voted as specified by the undersigned. This proxy revokes any prior proxy given by the undersigned. Unless authority to vote for one or more of the nominees is specifically withheld according to the instructions, a signed proxy will be voted FOR the election of the six named nominees for director, FOR the ratification of the selection of Freed Maxick CPAs, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2016. The undersigned acknowledges receipt with this proxy of a copy of the notice of annual meeting and proxy statement dated April 22, 2016, describing more fully the proposals set forth in this proxy. | ||||||
(continued and to be signed on the reverse side) |