UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x                              Filed by a party other than the Registrant  ¨

Check the appropriate box:

ANNIE’S, INC.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

Annie’s, Inc.

1610 Fifth Street

Berkeley, CA 94710

(510) 558-7500

July 27, 2012

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of Annie’s, Inc. that will be held on September 10, 2012 at 10:00 a.m. Pacific Daylight Time at the Claremont Hotel located at 41 Tunnel Road, Berkeley, CA 94705. The accompanying Notice of Annual Meeting, Proxy Statement and form of proxy card are being distributed to you on or about July 27, 2012.

Since the 2011 Annual Meeting of Stockholders, we have transitioned from being a private company to being a public company. On April 2, 2012, we closed our initial public offering in which we sold 950,000 shares and certain stockholders sold 4,800,000 shares of common stock at a price to the public of $19.00 per share. The shares sold by such stockholders included 750,000 additional shares purchased by the underwriters from certain of these stockholders pursuant to an option the underwriters held to cover overallotments of shares. We did not receive any proceeds from the sale of shares by the stockholders. We raised approximately $11.1 million in net proceeds after deducting underwriting discounts and commissions of $1.3 million and other offering expenses of $5.6 million. In connection with our initial public offering, we are now listed on the New York Stock Exchange under the stock symbol BNNY.

At the Annual Meeting, stockholders will be asked (1) to elect the two directors named in this Proxy Statement, (2) to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2013, (3) to vote on an advisory resolution to approve the compensation of our named executive officers, (4) to vote on an advisory resolution on the frequency of future advisory resolutions to approve the compensation of our named executive officers and (5) to consider and act upon any other business that may properly come before the meeting and any adjournments thereof. The board of directors recommends a vote‘FOR’proposals (1) through (3) and recommends a vote of‘1 YEAR’on proposal (4). Your vote is very important to us.

You are eligible to vote if you were a stockholder of record on July 13, 2012. You may vote via the Internet or by telephone by following the instructions on, or at the website noted in, your Notice of Internet Availability. In order to vote via the Internet or by telephone, you must have your stockholder identification number, which is provided in your Notice of Internet Availability. You may also request a proxy card by mail. If you request a proxy card by mail, you may vote by signing, voting and returning that proxy card in the envelope provided. If you attend the Annual Meeting, you may vote in person even if you have previously returned your proxy card or have voted via the Internet or by telephone. Please review the instructions for each voting option described in the Notice of Internet Availability and in this Proxy Statement. Your prompt cooperation will be greatly appreciated.

Thank you for your ongoing support of Annie’s, Inc.

Sincerely yours,

John Foraker

Chief Executive Officer

ANNIE’S, INC.

1610 FIFTH STREET

BERKELEY, CA 94710

Notice of Annual Meeting of Stockholders

to be held on September 10, 20122013

To the Stockholders of Annie’s, Inc.:

TheYou are invited to attend the Annual Meeting of Stockholders (the “Annual“2013 Annual Meeting”) of Annie’s, Inc., a Delaware corporation (the “Company” or “Annie’s”),. The 2013 Annual Meeting will be held on Tuesday, September 10, 20122013 at 10:00 a.m. Pacific Daylight Time at the Claremont HotelAnnie’s corporate offices located at 41 Tunnel Road,1610 Fifth Street, Berkeley, CA 94705California 94710 for the following purposes:

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice. We are not aware of any other business to come before

The record date for the 2013 Annual Meeting.

Meeting is July 15, 2013. Only stockholders of record as ofat the close of business on July 13, 2012 and their proxies are entitled to notice of and tothat date may vote at the Annual Meeting and any postponements, adjournments or continuations thereof. All stockholders are requested to be present in person or by proxy. Any stockholder who later finds that he or she can be present at the meeting or for any reason desiresadjournment thereof.

We plan to do so, may revoke the proxy at any time before it is voted.You will need to bring proof of ownership of Company stock to enter the Annual Meeting.

In accordance with the rules of the Securities and Exchange Commission, we sentsend a Notice of Internet Availability of Proxy Materials (the “Notice of Availability”) on or about July 27, 2012,30, 2013, to the holders of record and beneficial owners of our capitalcommon stock as of the close of business on the record date. The Notice of Availability contains instructions on how to access our materials on the Internet, as well as instructions on obtaining a paper copy of the proxy materials. ThisWe believe this process is more environmentally friendly and is in keeping with Annie’s mission.

By Order of the boardBoard of directorsDirectors

Stephen L. PalmerIsobel A. Jones

Secretary

Berkeley, California

July 27, 201225, 2013

TABLE OF INTERNET AVAILABIITY OF PROXY MATERIALS, OVER THE INTERNET OR BY TELEPHONE AFTER YOU RECEIVE HARD COPIES OF THE PROXY MATERIALS.CONTENTS

Annie’s, Inc.

1610 Fifth Street

Berkeley, CA 94710

(510) 558-7500

PROXY STATEMENT

FOR THE 2013 ANNUAL MEETING OF STOCKHOLDERS

The boardBoard of directorsDirectors of Annie’s, Inc., a Delaware corporation (“we,” “us,” “Annie’s” or the “Company”), is soliciting proxies in the accompanying form to be used at the Annual Meeting of Stockholders of the Company to be held on September 10, 20122013 at 10:00 a.m. Pacific Daylight Time at the Claremont Hotelits corporate offices located at 41 Tunnel Road,1610 Fifth Street, Berkeley, CA 9470594710 and any postponement, adjournment or continuation thereof (the “Annual“2013 Annual Meeting”).

This Proxy Statement and the accompanying notice and form of proxy are first being distributedwill be provided to stockholders on or about July 27, 2012.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON SEPTEMBER 10, 2012.30, 2013, through the mailing of a Notice of Availability of Proxy Materials.

ThisThe Notice of Annual Meeting of Stockholders, this Proxy Statement and our 20122013 Annual Report to Stockholders are available athttp://www.investors.annies.com/phoenix.zhtml?c=251112&p=proxy.proxy.

QUESTIONS AND ANSWERS ABOUT THESE

THE PROXY MATERIALS, AND THE ANNUAL MEETING AND VOTING

What proposals will be votedWhy did I receive a notice regarding the availability of proxy materials on the internet?

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the internet. Accordingly, we have sent you a Notice of Internet Availability of Proxy Materials (the “Notice”) because the board of directors (the “Board of Directors” or “Board”) of Annie’s, Inc. (the “Company” or “Annie’s”) is soliciting your proxy to vote at the 2013 Annual Meeting?

Four proposals will be voted onMeeting of Stockholders, including at any adjournments or postponements of the meeting. Giving us your proxy means you authorize the proxy holders (who are members of management) to vote your shares at the 2013 Annual Meeting including proposals:

What are the board of directors recommendations?is discussed below.

Our board of directors unanimously recommends that you vote:

1

Will there be any other items of business on the agenda?

We do not expect any other items of business because the deadline for stockholder proposals and nominations has already passed. Nonetheless, in case there is an unforeseen need, the accompanying proxy gives discretionary authority to the persons named on the proxy with respect to any other matters that might be brought before the Annual Meeting. Those persons intend to vote that proxy in accordance with their best judgment.

Who is entitled to vote?can vote at the 2013 Annual Meeting?

StockholdersOnly stockholders of record at the close of business on July 13, 2012 (the “Record Date”) may15, 2013 will be entitled to vote at the 2013 Annual Meeting. As of the close of business on the Record Date,On this record date, there were 17,060,111 shares of our common stock outstanding. Each holder of our common Stock is entitled to one vote for each share of common stock held as of the Record Date on all matters being considered at the Annual Meeting. The holders of our common stock vote as a single class on all matters described in these proxy materials for which your vote is being solicited.

Our16,889,239 shares of common stock are referred as our “Common Stock”. As of the Record Date, holders of Common Stock are eligibleoutstanding and entitled to cast an aggregate of 17,060,111 votes at the Annual Meeting.vote.

What constitutes a quorum?

The presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the voting power of the Common Stock outstanding on the Record Date will constitute a quorum. Both abstentions and broker non-votes (as discussed under “How are votes counted?” below) are counted for the purpose of determining the presence of a quorum.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Stockholder of RecordRecord: Shares Registered in Your Name.

If on July 15, 2013 your shares arewere registered directly in your name with Annie’s transfer agent, American Stock Transfer &and Trust, Company, LLC,then you are considered, with respecta stockholder of record. As a stockholder of record, you may vote in person at the meeting or vote by proxy. Whether or not you plan to those shares,attend the “stockholdermeeting, we urge you to vote promptly by proxy as instructed below to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of record”. Annie’s sent the Proxy Statement, Annual Report and proxy card directly to stockholders of record.a Broker or Bank

Beneficial Owner. If on July 15, 2013 your shares arewere held, not in your name, but rather in an account at a stock brokerage account or by afirm, bank, dealer or other nominee,similar organization, then you are considered the “beneficial owner”beneficial owner of shares held in street name. Your broker, bank or nominee, who“street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered with respect to those sharesbe the stockholder of record forwardedfor purposes of voting at the Proxy Statement and Annual Report, together withannual meeting. As a voting instruction form, to you. As the beneficial owner, you have the right to direct your broker bank or nomineeother agent regarding how to vote the shares in your account. You are also invited to attend the 2013 Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares by completingin person at the meeting unless you request and obtain a valid proxy from your broker or other agent.

What am I voting instruction form.on?

How do I vote?

You mayWe are soliciting your proxy with respect to six matters; however, only five of these matters will be submitted to a vote using any ofat the following methods:2013 Annual Meeting:

What are the approvalrecommendations of a “1 YEAR” interval for the advisory resolution to approve the compensationBoard of Annie’s named executive advisors. Stockholders who hold shares beneficially in street name may provide voting instructions by mail by completing, signing and dating the voting instruction forms provided by their brokers, banks or other nominees and mailing them in the accompanying pre-addressed envelopes.Directors?

Our Board of Directors unanimously recommends that you vote:

2

What if another matter is properly brought before the 2013 Annual Meeting?

The Board of Directors knows of no other matters that will be presented for consideration at the 2013 Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.

How do I vote?

In the election of the six declassified Board nominees or the two Class II Board nominees, as applicable, you may either vote “For” all the nominees to the Board of Directors or you may “Withhold” your vote for any nominee you specify. For each of the other matters to be voted on, you may vote “For,” “Against” or “Abstain.”

Whether or not you plan to attend the 2013 Annual Meeting, we urge you to vote promptly by proxy to ensure your vote is counted. You may still attend the meeting and vote in person even if you have already voted by proxy.

You may vote by any one of four different methods:

CanHow many votes do I change myhave?

On each matter to be voted upon, you have one vote or revoke my proxy?for each share of common stock you own as of July 15, 2013.

What happens if I do not vote?

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record you may revoke yourand do not vote by proxy at any time prior to the voteor in person at the Annual Meeting. If you submitted your proxy by mail, you must file with the Secretary of the Company a written notice of revocation or deliver, prior to the vote at the2013 Annual Meeting, a valid, later-dated proxy. If you submitted your proxy by telephone or the internet, you may revoke your proxy with a later telephone or internet proxy, as the case may be. Attendance at the Annual Meetingshares will not havebe voted.

Beneficial Owner: Shares Registered in the effectName of revoking a proxy unless you give written notice of revocation to the Secretary before the proxy is exercisedBroker or you vote by written ballot at the Annual Meeting. Bank

If you are a beneficial owner you may change your vote by submitting new voting instructions toand do not instruct your broker, bank, or nominee in accordance with the instructions they have provided to you, or, if you have obtained a legal proxy from your broker, bank or nominee giving you the rightother agent how to vote your shares, by attending the meetingquestion of whether your broker or nominee will still be able to vote your shares depends on whether the New York Stock Exchange (“NYSE”) deems the particular proposal to be a “routine” matter. Brokers and voting in person.nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. Under the rules and interpretations of the NYSE, “non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation (including any advisory votes on executive compensation and on the frequency of stockholder votes on executive compensation), and certain corporate governance proposals, even if management-supported. Accordingly, your broker or nominee may not vote your shares on Proposals 1, 2, 3, 4, or 6 without your instructions, but may vote your shares on Proposal 5.

What if I return a proxy card or otherwise vote is required to approve each item?but do not make specific choices?

InIf you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of directors,all six declassified Board nominees or both Class II Board nominees. Additionally, your shares will be voted “For” the adoption of the two persons receivingamendments to our Certificate of Incorporation, the highestratification of the selection of PricewaterhouseCoopers LLP and the advisory approval of the compensation of our named executive officers. If any other matter is properly presented at the 2013 Annual Meeting, the proxy holders (or one of them) will vote your shares using their best judgment.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

What does it mean if I receive more than one Notice?

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on all the Notices you receive to ensure that all of your shares are voted.

Can I change my vote after submitting my proxy?

Yes. You may revoke your proxy in any one of the following ways:

When are stockholder proposals and director nominations due for next year’s annual meeting?

To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by April 1, 2014 to Annie’s Secretary at 1610 Fifth Street, Berkeley, California 94710.

If you wish to submit a proposal for consideration at next year’s annual meeting but are not requesting that such proposal be included in next year’s proxy materials, or if you wish to nominate a person for election to the

Board of Directors at next year’s annual meeting, your notice of such a proposal or nomination must be submitted in writing and delivered to the Company’s Secretary at Annie’s principal executive offices not less than 90 days nor more than 120 days before the one year anniversary of the 2013 Annual Meeting. The Company currently anticipates that the 2014 Annual Meeting of Stockholders will be held on September 9, 2014. Accordingly, any such proposal or nomination must be delivered to Annie’s Secretary at 1610 Fifth Street, Berkeley, California 94710 no later than June 12, 2014 (but no earlier than May 13, 2014).

Please note that if the date of the 2014 Annual Meeting of Stockholders changes from the current expected date of September 9, 2014 and the new meeting date is more than 30 days before or more than 70 days after September 10, 2014 (the one year anniversary of the 2013 Annual Meeting) then your notice must be received no later than 90 days before the actual date of the 2014 Annual Meeting of Stockholders or, if later, 10 days following the day on which we publicly disclose the new scheduled date of the 2014 Annual Meeting of Stockholders.

Additionally, under our current Bylaws, if the number of “FOR” votesdirectors to be elected to the Board of Directors at an annual meeting is increased and there is no public announcement by the Annual Meeting will be elected. Therefore, abstentions or broker non-votes will not affectCompany naming the outcomenominees for the additional directorship(s) at least 100 days prior to the first anniversary of the election. The remaining proposals requireprior annual meeting, a stockholder nomination with respect to the affirmative “FOR” vote of a majority ofadditional directorship(s) shall also be considered timely if delivered to Annie’s Secretary not later than 10 days following the voting power ofday when the shares present and voting at the Annual Meeting in person or by proxy. Abstentions have the same effect as a vote against these proposals. Broker non-votes are not includedincrease in the tabulationnumber of directors is publicly announced.

You are advised to review the voting results.Company’s Bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations. If you would like a copy of our current Bylaws, please write to Annie’s Secretary at 1610 Fifth Street, Berkeley, California 94710. Our Bylaws may also be found on the Company’s website at www.annies.com.

How are votes counted?

Votes will be counted by the inspector of election appointed for the meeting. In the election of directors (whether the election of the six declassified Board nominees or the two Class II Board nominees), you may vote “FOR”“For” all of the nominees, your vote may be “WITHHELD”“Withheld” with respect all of the nominees or your vote may be “FOR ALL EXCEPT”“For All Except” one or more of the nominees. For the other items of business, you may vote “FOR,“For,” “AGAINST”“Against” or “ABSTAIN”. If you “ABSTAIN,“Abstain.” the abstention has the same effect as a vote “AGAINST”.

If you provide specific instructions, your shares will be voted as you instruct. If you sign your proxy card with no further instructions, your shares will be voted in accordance with the recommendations of our Board of Directors.

How many votes are needed to approve each proposal?

The following table summarizes the Board.minimum vote needed to approve each proposal and the effect of abstentions and broker non-votes.

Proposal Number		Proposal Description		Vote Required for Approval		Effect of Abstentions		Effect of Broker Non-Votes
3		Election of the two Class II Board nominees, if the declassification amendment isnot adopted		Board nominees receiving the most “For” votes		“Withheld” votes will have no effect		None
4		Adoption of an amendment to our Certificate of Incorporation to eliminate various provisions that are now inapplicable		“For” votes from holders of 66 2/3% of the voting power of all the outstanding shares of capital stock of the Company entitled to vote generally in the election of directors		Against		Against
5		Ratification of the selection of PricewaterhouseCoopers LLP		“For” votes from holders of a majority of the shares present in person or represented by proxy and entitled to vote at the 2013 Annual Meeting		Against		None
6		Approval, on an advisory basis, of the compensation of the Company’s named executive officers		“For” votes from holders of a majority of the shares present in person or represented by proxy and entitled to vote at the 2013 Annual Meeting		Against		None

What are “broker non-votes”?

As discussed above, when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed by the NYSE to be “non-routine,” the broker or nominee cannot vote the shares on such matters. When a broker votes shares on a “routine” matter but cannot vote shares on “non-routine” matters, these shares are counted as “broker non-votes” for the non-routine matters.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present at the 2013 Annual Meeting if stockholders holding at least a majority of the outstanding shares entitled to vote are present at the meeting in person or represented by proxy. On the record date, there were 16,889,239 shares outstanding and entitled to vote. Thus, the holders of 8,444,620 shares must be present in person or represented by proxy at the 2013 Annual Meeting to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the chairman of the meeting may adjourn the meeting to another date.

How can I find out the results of the voting?

Preliminary voting results will be announced at the 2013 Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

PROPOSAL 1

ADOPTION OF AMENDMENT TO

CERTIFICATE OF INCORPORATION

TO DECLASSIFY THE BOARD OF DIRECTORS

Overview

Sections 2 and 3 of Article V of the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”) establish three classes of directors (Class I, Class II and Class III) with terms of three years each. Generally, absent the earlier resignation or removal of a class member, the terms of the classes are staggered and one class stands for re-election at each annual meeting of stockholders.

Our boardNominating/Corporate Governance Committee has recommended to the Board, and the Board has unanimously approved and declared advisable, and is submitting to a vote of directors unanimouslythe stockholders, an amendment to our Certificate of Incorporation to declassify the Board, remove the class designations for each of the director’s terms and institute annual voting for each director to serve a one-year term (the “Declassification Amendment”).

Recommendation of the Board of Directors

The Board of Directors recommends that you vote:

The primary component of compensation offor our executive officers has historically beenNEOs is generally base salary. Base salary represents the most basic, fixed portion of our NEOs’ compensation and is an important element of a compensation program designed to be competitive and to attract and retain talented executive officers. BaseOur Compensation Committee typically reviews executive base salaries are reviewed atin the endfirst quarter of each fiscal year, bytaking into account their general knowledge of the compensation practices within our CEOindustry; our CEO’s recommendations (other than with respect to his own base salary)himself); the scope and approved by our compensation committee.impact of each executive’s role, individual performance, and prior salary level;

and the most recently presented Comparative Data (as discussed under “—Benchmarking” below). Base salary increases typically take effect during the first quarter of the following fiscal year, unlessyear. Base salary may also be re-evaluated based on business circumstances, require otherwise.such as in connection with a promotion or a significant change in responsibilities.

Cash Bonuses

We offer.  All of our executive officers the opportunity toNEOs participate in ana company-wide annual cash bonus planprogram designed to align a portion of the financial incentives oftotal direct cash compensation we provide our executive officers,employees, including our NEOs, with our short-term operating plan and long-term strategic objectives and the interests of our company and our stockholders. Typically, thethese bonuses for our executive officers are linked to the achievement of certain of our annual financial objectives. These bonus opportunities allowobjectives, allowing us to reward our executive officersNEOs only ifto the extent we achieve the goals pre-set by our compensation committee.

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Prior to or nearNear the beginning of each fiscal year, our compensation committee,Compensation Committee, in consultation with our board of directors and with our CEO, determines the financial objectives upon which annual bonuses for the fiscal year will be based, and establishes a target award for each executive officer. In addition, individual goals are established for each executive officer in connection with the annual cash bonus program and performance against these goals is used by the Committee in exercising negative discretion over final payout amounts. In establishing each executive’s target award, the Committee generally considers the same factors as considered in connection with base salary decisions.

After the end of the fiscal year, our compensation committee,Compensation Committee, in consultation with our CEO (other than with respect to himself),and our CFO, determines the extent to which the financial objectives were met and calculates the formula payout level for each executive officer.met. In addition, our CEO evaluates each executive officer’s overallperformance against their individual performancegoals (including a self-assessment) and recommends (other than his own) and makes recommendations to our board of directors regarding the formulafor himself) bonus payout level described above.amounts. Our compensation committeeCompensation Committee takes into account our CEO’s recommendations and determines the final bonus amounts for all of our executive officers.NEOs.

Long-term Equity CompensationCompensation.  

Our equity program is designed to be sufficiently competitive to allow us to attract and retain talented executives. We have historically usedexecutives and to align executive compensation with increasing stockholder value. Awards are typically made in connection with an executive’s initial hire by Annie’s as well as annually. Awards may also be made in connection with significant promotions or increased responsibilities.

Annual Awards—Beginning with our initial public offering, or IPO, we began awarding performance share units to our senior management in addition to the non-qualified stock options aswe had historically used. In general, for each executive officer, we expect that one-half of the value of annual grants of long-term equity compensation will be awarded in the form of performance share units and the other half in stock options.

Our Compensation Committee believes the service-based and change-in-control vesting provisions of our equity award for executives, independent directorsawards enhance our ability to retain our NEOs and other employees. Becausethe performance-based vesting criteria provide incentives to our NEOs to assure that our Company meets certain business objectives. Both performance share units and stock options provide incentives to enhance stockholder value over the long-term. Performance share units vest or are forfeited after a three-year performance period, based on the cumulative compounded adjusted diluted EPS growth rate during the performance period; but if such performance share units vest, the resultant stock will have value even if the Company’s stock price declines. Stock options generally vest based on continued employment (usually over five years); but because we award stock options with an exercise price equal to the fair market value of our common stock on the date of grant, these options will have value to the grantee only if the market price of our common stock increases after the date of grant.

Prior to our IPO, we made stock option grants under our AmendedNew Hire and Restated 2004 Stock Option Plan (the “2004 Plan”). Prior to the IPO, we also granted stock options to some of our NEOs outside of the 2004 Plan with change in control and performance-based vesting tied to operating income, cost control targets and Plan EBIT, which is an amount equal to net sales, less the cost of sales, less selling, general and administrative expenses, and calculated without regard to certain extraordinary events, which for fiscal 2012 included costs related to the IPO.

In connection with our IPO, we granted our NEOs stock options with an exercise price equal to our IPO price of $19 and performance shares that will vest if we achieve specified levels of a cumulative compounded earnings per share growth rate from March 31, 2012 through March 31, 2015, subject to the NEO’s continued employment through the end of the performance period.

Following our IPO, our equity awards, including the stock options and performance shares granted in connection with the IPO, will be granted under our Omnibus Incentive Plan.

Promotion Awards—We have historically granted stock options to executive officerssenior management in connection with their hiring. Such grants may be made upon employment, after employment begins or both. The size of thethese initial stock option awardawards in total is determined based on the executive’s position with us and takesperceived long-term value and potential, taking into consideration our CEO’s recommendation as well as the executive’s base salary and other compensation. The initial stock option awards are intended to provide the executive with an incentive to build value in the organization over an extended period of time, typically four to five years. We may also grant additional stock options in connection with a promotion or significant change in responsibilities, past performance and anticipated future contributions of the executive officer, taking into consideration our CEO’s recommendation as well as the executive’s overall compensation package and the executive’s existing equity holdings.

Stock options are granted with an exercise price equal to the fair value of our stock on the applicable date of grant, which will generally be based on the date of grant closing price of our common stock on the New York Stock Exchange. Options typically vest on the basis of continued service (including cliff vesting and annual vesting). Our compensation committee believes that both stock option awards and performance shares align the interests of our NEOs with those of our company and our stockholders because they create the incentive to build stockholder value over time. Our compensation committee believes the service-based and change in control vesting provisions of our equity awards enhance our ability to retain our executives and the performance-based vesting criteria provide incentives to our NEOs to assure that our company meets certain business objectives.

Other CompensationCompensation.  

We provide limited executive perquisites to some of our NEOs and also provide all of our NEOs with the same benefits generally provided to our other employees and limited change-in-control benefits as described further under “—“—Fiscal 20122013 Compensation Decisions”Decisions” below.

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Compensation Decision Process

HistoricCompensation Decision Process; Role of Independent Compensation Committee Consultant

Prior to our IPO, we were a privately held company with a relatively small number of stockholders. As a result, we had not been subject to any stock exchange listing or SEC rules requiring a majority of our board of directors to be independent. Since our formation, our compensation committee or our board of directors has overseen the compensation of our executive officers and our executive compensation programs and initiatives. Our compensation committee and our board of directors have also sought, and received, significant input from our CEO with regard to the performance and compensation of executives other than himself. In addition, certain of our directors prior to our IPO had significant experience with private equity-backed companies and the executive compensation practices of such companies and have applied this knowledge and experience to their judgments regarding our compensation decisions.

Post Offering

Effective upon our IPO, in accordance with its charter, our compensation committeeCompensation Committee determines and approves the annual compensation of our CEO and our other executive officers and regularly reports its compensation decisions to our boardBoard of directors.Directors. Our compensation committeeCompensation Committee also administers our equity compensation plans.

Our CEO has, and it is anticipated that he will continue to, reviewreviews the performance of our executives and provideprovides significant input to our compensation committeeCompensation Committee with respect to the compensation of our executives other than himself.

In October 2011, as part of our transition to a publicly held company, our compensation committeeCompensation Committee retained Frederic W. Cook & Co., Inc., or Cook & Co., as its independent compensation consultant to assist in developing our approach to executive compensation. As part of this engagement, in February 2012, Cook & Co. assisted in the development of an appropriate peer group and provided benchmark compensation data to help establish a competitive compensation program for our executive officers.

In establishing the compensation for our NEOs post-IPO,December 2012, Cook & Co. recommended, and our compensation committee approved, a peer group consisting of publicly traded food and beverage companies of a similar or larger size to us. We believe, however, that it is difficult to find peers that are truly comparable to us as very few branded consumer packaged goods public food companies have our growth profile, which is high, and our aggregate business size, which is very small. There are also almost no comparable natural or organic food companies as the best comparable brands are owned by larger consumer packaged goods companies. The peer group companies consisted of: B&G Foods, Inc.; The Boston Beer Company, Inc.; Calavo Growers, Inc.; Craft Brew Alliance, Inc.; The Hain Celestial Group, Inc.; Inventure Foods, Inc.; J&J Snack Foods Corp.; Lifeway Foods, Inc.; Medifast, Inc.; Peet’s Coffee & Tea, Inc.; Schiff Nutrition International, Inc.; Smart Balance, Inc.; and Teavana Holdings, Inc.

We benchmarked our post-IPO NEO compensation at the 25^thpercentile ofupdated the peer group median with a one-time front-loaded equity grantand in February 2013 provided new benchmark compensation data. Although NYSE rules relating to the NEOs upon completionrequired evaluation of the IPO. See “—Fiscal 2012independence of advisers was not yet effective, in May 2013, the Compensation Decisions” below.Committee evaluated the independence of Cook & Co. in accordance with these rules and concluded that Cook & Co. was independent.

As we gain experience as a public company, we expect that the specific direction, emphasis and components of our executive compensation program will continue to evolve. Accordingly, the compensation paid to our NEOs for fiscal 2012 and fiscal 2013 may not necessarily be indicative of how we may compensate our NEOs in the future.

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Fiscal 2012 Compensation Decisions

Base SalaryBenchmarking

In past years,connection with establishing the post-IPO compensation for our NEOs, Cook & Co. recommended, and in February 2012 our Compensation Committee approved, a peer group consisting of publicly traded food and beverage companies of a similar or larger size to us. The peer group companies consisted of:

These companies had revenues ranging from $68 million to $1,130 million, with median revenue of $283 million; and net incomes ranging from $3 million to $60 million, with median net income of $14 million.

In December 2012, Cook & Co. updated its work for the Committee and recommended a revised peer group, which was approved by our Compensation Committee. The revised peer group reflects six new peer companies and excludes The Boston Beer Company, Inc. and Craft Brew Alliance, Inc., which had previously been included. Annie’s revised peer group companies consist of:

The companies in the revised peer group had revenues ranging from $84 million to $2,068 million, with median revenue of $343 million; and net incomes ranging from a loss of $1 million to income of $176 million, with median net income of $30 million. Annie’s size relative to the revised peer group approximates the 25^th percentile when revenue, EBITDA, net income, total assets, market cap, enterprise value and total employees are all taken into account.

We refer to compensation committeedata from our peer group, which focused on total direct compensation (base salary, target bonus and long-term incentives), as “Comparative Data.” We believe, however, that it is difficult to find peers that are truly comparable to us as very few public branded food companies have our growth profile, which is high, and our aggregate business size, which is small. Additionally, there are also almost no comparable public natural or organic food companies as the best comparable brands are owned by larger consumer packaged goods companies. Because the companies in our peer group are larger than us on average, our Compensation Committee has reviewedgenerally used the base salaries25^th percentile of the Comparative Data as a reference point in connection with compensation decisions. Our Compensation Committee also considers how our positions and related levels of responsibility may differ from similarly titled positions at our peer companies and consequently may reference other percentile data from time to time as it deems appropriate. As noted above under “—Compensation Philosophy and Objectives,” prevailing market conditions as indicated by the Comparative Data is only one factor used by our Committee in setting the compensation of our NEOs in the first quarter of each fiscal year, taking into account their general knowledge of the compensation practices within our industry, our CEO’s base salary recommendations (other than with respect to himself), the scope of each NEO’s performance, individual contributions, responsibilities, experience, prior salary level and, in the case of a promotion, current position. NEOs.

Fiscal 2013 Compensation Decisions

Base Salary.

Annual Review Adjustments—As part of thisits annual review process,of executive compensation, in May 2012, our compensation committeeCompensation Committee approved annual increases inannualized base salarysalaries for each of our then employed NEOs other than Mr. Jackson, effective atMay 1, 2012, as follows:

Each of the beginning of fiscal 2012. Theseabove increases took into account the accomplishments of each individual during the prior fiscal year. In April 2011:The merit increases for Ms. Kennedy and for Messrs. Mortimer and Waldman placed each at approximately the 25^th percentile of the Comparative Data. Mr. Foraker requested that he not be considered for an increase in May 2012 in light of his new executive employment agreement effective February 22, 2012, which had included an increase in Mr. Foraker’s annual base salary increased from $325,000$335,000 to $335,000; Ms. Bird’s base salary increased from $200,000 to $205,000;$365,000.

New Hire and Promotion—Effective January 7, 2013, Mr. Mortimer’s base salary was further increased to $300,000 per annum to reflect the significant increase in his overall responsibilities with his promotion from $255,000Senior Vice President, Sales, Chief Customer Officer to $265,000; and Mr. Waldman’s base salary increased from $204,750 to $210,000.Executive Vice President, Sales & Marketing, Chief Customer Officer. Upon commencement of her employment in August 2011, the compensation committee approved an annualJanuary 2013, Ms. Martinez’s base salary of $250,000 for Ms. Kennedy. Effective February 22, 2012,was set at $225,000 per annum. These salaries were negotiated by Mr. Foraker’s annual base salary increased from $335,000Foraker within the parameters approved by the Compensation Committee. With respect to $365,000 pursuant to the terms of his new executive employment agreement described below. Additionally, effective February 23, 2012, our compensation committee approved an increase in Ms. Bird’s annual base salary from $205,000 to $210,000Mr. Mortimer, these parameters were based on account of her promotion and title change.

Effective at the beginning of fiscal 2013, our compensation committee approved annual increases in base salary for each of our currently employed NEOs, excluding Mr. Foraker. These increases took into account accomplishments of each individual during the prior fiscal year. In May 2012: Ms. Kennedy’s base salary increased from $250,000 to $270,000; Ms. Bird’s base salary increased from $210,000 to $212,000;median Comparative Data, internal pay comparisons as well as Mr. Mortimer’s base salary increased from $265,000 to $280,000; and Mr. Waldman’s base salary increased from $210,000 to $215,000.

We expect ourtotal compensation committee to conduct an annual review of each NEO’s base salary, with input from our CEO (other than withpackage. With respect to himself),Ms. Martinez, these parameters were based on a total compensation package that the Committee believed would be competitive in the marketplace and enable the Company to make adjustments.successfully recruit for and fill this position.

Cash Bonus

.  Our compensation committeeCompensation Committee adopted an annual cash bonus plan for fiscal 2012 (“20122013, or the 2013 Bonus Plan”),Plan, in order to reward the performance of our executive officers in achieving our financial and strategic objectives. Under theIn May 2012, Bonus Plan, our compensation committeeCompensation Committee established target bonus amounts under the 2013 Bonus Plan for each of our then-employed NEOs (expressed as a percentage of base salary). The target bonus amount for fiscal 2013 for each of the Company’s NEOs was the same as in fiscal 2012; except that would become payable uponthe Compensation Committee increased Mr. Mortimer’s target bonus amount from 35% to 45% to reflect his growth potential and increasing importance as a leader inside and outside the Company. Ms. Martinez’s target bonus amount was established in connection with her employment by the Company in January 2013 and was negotiated by Mr. Foraker (within the parameters approved by the Compensation Committee).

Actual bonus amounts were tied to the achievement of EBIT and net sales, and Plan EBIT targets basedwith 40% of the resultant amount subject to reduction depending upon our fiscal 2012 annual operating plan.the NEO’s achievement of individual goals. Given our minimal capital expenditures and related depreciation, EBIT is not materially different than EBITDA.

The following table shows the 20122013 Bonus Plan targets as a percentage of each NEO’s base salary, which are the same percentages that were in effect under our 2011 annual bonus plan, other than for Ms. Kennedy whose target bonus amount was determined by the compensation committee in connection with the commencement of her employment in August 2011:salary:

Our Compensation Committee believed the combination of EBIT and net sales targets would motivate our employees, including our NEOs, to generate both top-line and profitability growth. The 20122013 Bonus Plan was designed in substantially the same manner as our fiscal 20112012 annual bonus plan, as our compensation committee continuesexcept that (i) to believe thatprovide equal emphasis on top-line and profitability growth, the achievement of EBIT and net sales targets motivates

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performance measures were weighted equally rather than 40% and 60%, respectively, and (ii) to create a stronger incentive for performance, there was no maximum associated with either EBIT or net sales; however, the NEOs to generate both companymaximum total payout was capped at 180% of target. The Compensation Committee established a sliding scale of attainment for each performance metric, setting forth the incentive payout percentage associated with different levels of performance. EBIT and net sales growthat target were based upon our fiscal 2013 annual operating plan and, higher profitability. Our compensation committeeoverall, our Compensation Committee set the targets under the 20122013 Bonus Plan at levels that it believed required a significant level of performance. 40%The

incentive payout percentage associated with various performance levels of each NEO’s total target bonus was based upon net sales target achievement and 60% on Plan EBIT target achievement. The actual award based for each performance metric was determined by a sliding scale of attainment relative to each target metric. The respective target awards were payable upon achievement of Plan EBIT of $18.4 million and net sales, including target and threshold, are set forth below.

During fiscal 2013, the Company announced a recall of $135.6 million. No bonus amountits frozen pizza products, which impacted EBIT and net sales; and conducted two secondary offerings, which impacted EBIT. Our Compensation Committee scored performance based on adjusted EBIT and adjusted net sales, which excluded from EBIT $2.3 million of expense related to the recall and $1.2 million of costs related to the secondary offerings and excluded from net sales $1.1 million of impact related to the recall. Management recommended scoring based on adjusted results because such results were consistent with those generally used by analysts to evaluate our Company and because it believed fiscal 2014 bonus payments should exclude the benefit of any recall related insurance or other recovery proceeds that may be received by the Company. Based on our EBIT and net sales for fiscal 2013 of $20.0 million and $170.0 million, adjusted EBIT was earned if$23.5 million and adjusted net sales were $125.41$171.1 million. The Committee determined that the EBIT target amount was exceeded by $1.0 million, or less. No bonus amount based on Planapproximately 4%, resulting in an EBIT was earned if Plan EBIT was less than $13.98 million with 20%incentive payout percentage of the Plan EBIT bonus amount earned if Plan EBIT was $13.98 million. Approximately 50% of the target awards were payable upon achievement of net sales of $130.8 million120%; and Plan EBIT of $15.09 million. The total bonus award could be reduced in the discretion of our compensation committee. The maximum award based on Plan EBIT performance was capped at 1.25x target. The maximum award based on Plan net sales performance was capped at 1.10x target. At the achieved level of net sales and adjusted EBIT, the bonus payout was 1.175x target.

Based on our actual net sales and Plan EBIT results for fiscal 2012 of $141.3 million and $20.04 million, respectively,that the net sales target amount of $135.6 million was exceeded by over $5.7$8.6 million, or approximately 4.2%5%, resulting in a net sales incentive payout percentage of 125%. Given the equal weighting of these performance measures, the overall incentive payout percentage was 122.5%.

Final payout amounts for each NEO were based on this overall payout percentage as well as such NEO’s performance against his or her individual goals. For each of the NEOs, 60% of his or her target bonus amount multiplied by the 122.5% payout percentage was paid based solely upon the Company’s performance against the EBIT and net sales targets; the other 40% multiplied by the 122.5% payout percentage was paid based on the NEO’s achievement of his or her individual goals, with a maximum score of 100% resulting in a full payout of this component. Individual goals established at the beginning of fiscal 2013 for our NEOs included: for Mr. Foraker—goals related to the Company’s performance, its ERP implementation, frozen pizza roll-out, investor relations and development of Company personnel; for Ms. Kennedy—goals related to the Company’s ERP implementation, efficiency projects, investor relations, Section 404 of the Sarbanes-Oxley Act and internal reporting; for Mr. Mortimer—goals related to the Company’s “Key 33” items, pizza, the sales organization and gross sales to net sales conversion; and for Mr. Waldman—goals related to efficiency projects, pizza, the operations organization, supply chain and sustainability, and the PlanCompany’s ERP implementation. Specific individual goals were not established for Ms. Martinez by the Committee upon her employment in January 2013; the Committee exercised its discretion based on Ms. Martinez’s overall performance.

Based on the overall incentive payout percentage relating to EBIT target amount of $18.4 million was exceeded by $1.6 million, or approximately 9%.

Accordingly,and net sales as well as each ofNEO’s performance against their individual goals, the Compensation Committee approved the payments to our NEOs other than Mr. Jackson, was paid the cash bonus amounts below under the 20122013 Bonus Plan (which are set forth below as compared to thetotal target bonus amount:amount and possible payment amount if individual goals were achieved at 100%):

Under her offer letter, Mr. Kennedy’s bonus under the 2012 Bonus Plan was to be pro rated, however, our compensation committee determined to pay her full bonus amount as a reward for her outstanding performance since joining the company.

Mr. Jackson was not eligible to receive any amounts under the 2012 Bonus Plan as a result of his resignation prior to the end of fiscal 2012.

In addition to the 20122013 Bonus Plan, Messrs. Mortimer and Waldman were eligible for additional cash bonus awards as described below.

Mr. Mortimer was eligible for additional cash bonus awards of up to $35,000, based upon the achievement of net sales in excess of planned net sales. If actual net sales exceeded planned net sales by more than 5% for the six months ended October 31, 2011, which would represent an increase of approximately $3.5 million, Mr. Mortimer could earn an additional bonus of $15,000, and if actual net sales exceeded planned company net sales by more than 10% for the same period, or approximately $7.0 million, Mr. Mortimer could earn an additional bonus of $20,000. Mr. Mortimer’s eligibility for any additional bonuses was subject to our ratio of net sales to gross sales exceeding a specified minimum ratio for the measurement period. As actual net sales did not exceed the targeted planned net sales by more than 5% for the period, Mr. Mortimer was not eligible to receive an additional bonus.

Mr. Mortimer received a one time discretionary cash bonus in the amount of $1,000 that was paid to all members of our sales team for achievement of a quarterly sales incentive.

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Mr. Waldman was eligible for an additional cash bonus award equalbased on annualized projected cost savings and actual cost savings related to 5% ofefficiency projects, referred to internally as “Fat Rabbits,” completed during fiscal 2013. Based on his achievement against this opportunity, the savings achieved in our actual reported cost of goods sold (reflected as cost of sales in our statement of operations) compared to our budgeted cost of goods sold, net of all planned manufacturing variances. We achieved cost of goods sold savings of approximately $540,000, accordingly,Compensation Committee awarded Mr. Waldman received an additional cash bonus in the amount of $27,000.$45,500.

Fiscal 2013 Annual Bonuses

For fiscal 2013, our compensation committee adopted a cash bonus plan similar to our 2012 Bonus Plan, except that (i) to provide equal emphasis on growth and profitability, the Plan EBIT and Net Sales related bonuses will each be 50% of the bonus amount rather than 60% and 40%, respectively, and (ii) to create a stronger incentive for performance, the Plan EBIT bonus will not be capped and bonuses may be earned up to 180% of target.

Mr. Mortimer’s target bonus under the 2013 Bonus Plan was increased from 35% to 45% of his base salary reflecting his important role in achieving the growth objectives of the Company.

Mr. Waldman may earn additional fiscal 2013 awards for achieving established cost saving initiative targets.

Long-term Equity Based CompensationCompensation.

Annual Awards—No annual awards were granted in fiscal 2013. In fiscal 2012, we issuedconnection with our IPO, the following stock option grants under the 2004 Plan to Messrs.Compensation Committee granted our then-employed NEOs (Messrs. Foraker, Mortimer and Waldman in recognition of their strong performances in fiscal 2011 and our desire to ensure their continued retention with the company:

The IPO Award stock options were granted with an exercise price based on theequal to our IPO price of $19 and performance share units that vest based on specified levels of a cumulative compounded adjusted earnings per diluted share growth rate from April 1, 2012 through March 31, 2015. The size of these awards were generally determined by taking the applicable 25^th percentile Comparative Data, splitting such amount equally between options and become exercisable asperformance share units, and then doubling the amount of options. The Compensation Committee doubled the options in order to 25%leverage the opportunity presented by the IPO in connection with the incentive and retention aspects of the stockoptions. In light of the “double grant” of options, the Committee determined that these options would vest over five years as usual, but with 25% vesting on each of the second, third, fourth and fifth anniversaries of the IPO, subjecteffective date of grant (as opposed to the grantee’s continued employment through the vesting date, with accelerated vesting upon certain terminations of employment or under certain circumstances in connection with a change in control.our standard 20% per year). See “Outstanding“Outstanding Equity Awards at Fiscal Year End”2013 Year-End” and “Potential Payments upon Termination or Change in Control” for more information with respect to the vesting of these stock options and performance share units.

These awards were granted at the very end of fiscal 2012 and accordingly replaced our fiscal 2013 annual awards. Additionally, as intended when the “double grant” was awarded in fiscal 2012, Messrs. Foraker, Mortimer and Waldman and Ms. Kennedy did not receive an annual option award in May of fiscal 2014 and only received an annual performance share unit award as discussed in “—Fiscal 2014 Compensation Decisions—Long-term Equity Compensation” below.

New Hire and Promotion Awards—In fiscal 2013, the Compensation Committee granted Mr. Mortimer a stock options.

The IPO Award performance shares vest based on achievement of specified percentages of targeted cumulative compounded earnings per share growth of the company, or EPS Growth, from March 31, 2012 through March 31, 2015, subject to the grantee’s continued employment through the vesting date. A minimum of 50% of the “target” number of the performance shares will vest if a threshold level of EPS Growth is achieved during the performance period, and up to 150% of the target performance shares will vest to the extent EPS Growth reaches or exceeds a maximum level that is substantially above the target level of EPS Growth.

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We believe the threshold, target and maximum EPS Growth goals are challenging and provide appropriate incentive to drive stockholder value. The performance shares may accrue dividend equivalents equal to dividends payable on our common stock during the performance period. The performance shares will cliff vest on March 15, 2015 subject to the grantee’s continued employment through such date, with accelerated vesting upon certain terminations of employment or under certain circumstancesoption award in connection with his expansion of responsibilities and promotion to executive vice president. Ms. Martinez received a change in control. See “Outstanding Equity Awards at Fiscal Year End” for more information with respectnew hire award effective upon her hire date. These awards were negotiated by Mr. Foraker within the parameters approved by the Compensation Committee. In February 2013, Ms. Martinez received an additional new hire grant. This additional grant was intended to recognize Ms. Martinez’s important contributions made since her initial hire date, her significant leadership potential and perceived long-term value to the vesting of the performance shares. Upon vesting, the performance shares will be settled in shares of common stock, unlessCompany, as well as to create appropriate long-term incentives given her important role within our compensation committee determines otherwise.Company.

The IPO Clawbacks and Other Provisions—Awards under our Omnibus Incentive Plan are subject to forfeiture or clawback in the event of a violation of certain confidentiality, non-solicitation and other covenants, as well as in

connection with a financial restatement, andrestatement. Additionally, shares acquired pursuant to awards granted under the IPO AwardsPlan may be subject to minimum retention requirements.

The following table provides the grant date value and number of the IPO Awards granted to our NEOs (other than Mr. Jackson):

Other BenefitsCompensation.  

We provide Messrs. Mortimer and Waldman with car allowances of $500 and $700 per month, respectively. We also provide our NEOs with the same benefits generally provided to all other employees, including in fiscal 2013 a commuter allowance of $150 per month for Mr. Foraker that was provided to thoseall employees previously employed at our Napa location. Concurrently with the June 1, 2013 effective date of fiscal 2014 merit increases, these commuter allowances have been eliminated and included in base salary for all affected employees, including Mr. Foraker and Ms. Bird receive this commuterForaker.

In May 2013, the Compensation Committee approved a travel allowance for Mr. Mortimer of $150$4,500 per month. Priormonth effective upon his promotion from Senior Vice President, Sales, Chief Customer Officer to Executive Vice President, Sales & Marketing, Chief Customer Officer, in recognition of increased travel to our Berkeley headquarters that was expected to be necessary as a result of his resignation, we also provided Mr. Jackson with a car allowance of $650 per month.

Under our environmental sustainability program, which is applicable to all of our employees, Mr. Waldman received a $5,000 benefit in connection with his purchase of a hybrid vehicle.

Messrs. Mortimer and Waldman also received cash payments of $9,808 and $3,938, respectively, for excess accrued but unused vacation days under our vacation policy as in effect during fiscal 2012. We have modified our vacation policy for fiscal 2013 to provide that no further payments will be made to active employees for accrued but unused vacation days.promotion.

Our NEOs are eligible to participate in our 401(k) plan, which is generally available to all employees and allows participants to defer amounts of their annual compensation before taxes, up to the maximum amount specified by the Code. Elective deferrals are immediately vested and nonforfeitable upon contribution by the employee. In fiscal 20122013, we matched 25%50% of an employee’s contributions to the plan, up to 6% of the employee’s compensation, but not in excess ofup to a total match of $2,000 for$4,000 per calendar year. Based on the deduction timing selected by a planparticipant, it is possible that the Company match could exceed $4,000 in a fiscal year.

Fiscal 2014 Compensation Decisions

Base Salary.As part of its annual review of executive compensation, in May 2013, our Compensation Committee approved annualized base salaries for each of our current executive officers (except Ms. Jones, our General Counsel and Secretary who joined the Company in April) as follows:

Upon commencement of her employment in April 2013, Ms. Jones’s base salary was set at $250,000 per annum.

Cash Bonus.  For fiscal 2014, our Compensation Committee adopted a cash bonus plan similar in structure to our 2013 Bonus Plan, except that (i) to align the performance metrics with measures publicly reported, EBIT was replaced with adjusted operating income, and (ii) to simplify communication of the plan while still establishing strong incentives for performance, each of the performance measures was capped at 200% of target, resulting in a total cap of 200%.

Mr. Foraker’s target bonus under the 2014 Bonus Plan was increased from 50% to 60% of his base salary, reflecting his important role in the Company, the Committee’s desire to tie more of Mr. Foraker’s compensation directly to Company results, and Comparative Data for total direct cash compensation (base salary plus target bonus) at the 25^th percentile. Mr. Mortimer’s target bonus was increased from 45% to 50%, reflecting his important role in achieving the growth objectives of the Company, internal consistency between our two executive vice presidents and Comparative Data at the mean for total direct cash compensation.

Long-term Equity Compensation.

Annual Awards—On May 30, 2013, the Compensation Committee approved annual long-term equity awards. As discussed above in “—Elements of Compensation—Long-term Equity Compensation,” the Committee generally intends that the value of annual awards will be split evenly between options and performance share units. However, as discussed above in “—Fiscal 2013 Compensation Decisions—Long-term Equity

Compensation,” executives who received a “double grant” of options in fiscal 2012 in connection with our IPO did not receive an annual option award in fiscal 2014 and accordingly received annual equity at half the “targeted” annual value for fiscal 2014, with all such value delivered in performance share units.

Executives who did not receive the “double grant” of options in fiscal 2012 received their full “targeted” annual value for fiscal 2014 in connection with the annual long-term equity awards granted on May 30, 2013, with the value split roughly evenly between options and performance share units (excluding the impact of any new-hire awards discussed below). Options granted to these executives on May 30, 2013 vest over five years, with 20% vesting each year.

Performance share units granted on May 30, 2013 vest on three-year compound adjusted diluted EPS growth similar to the performance share units that were granted in connection with our IPO, but the performance period is April 1, 2013 through March 31, 2016.

New Hire Awards—Effective upon commencement of her employment with the Company, Ms. Jones received performance share units and options. These awards vest on the same basis as the performance share units and options awarded to other executives in connection with our IPO. On May 30, 2013, in connection with the annual awards, Ms. Jones received additional options as an additional new hire grant. Like the additional new hire grant made to Ms. Martinez in fiscal 2013, the additional options awarded to Ms. Jones in conjunction with the annual awards were intended to recognize Ms. Jones’s significant potential and perceived long-term value to the Company, as well as to create appropriate long-term incentives.

The fiscal 2014 annual and new-hire awards described above are set forth in the following table: