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 (Amendment No. )
Filed by the Registrantþ
Filed by a Party other than the Registranto
Check the appropriate box:
o | Preliminary Proxy Statement |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
þ | Definitive Proxy Statement |
o | Definitive Additional Materials |
o | Soliciting Material under §240.14a-12 |
MILLER INDUSTRIES, 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): | |||
þ | No fee required. | ||
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | ||
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o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | ||
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 23, 2014 |
1. | to elect five directors to hold office for a term of one year or until their successors are duly elected and qualified; |
2. | to approve a non-binding resolution to approve the compensation of the Company’s named executive officers; and |
3. | to transact such other business as may properly come before the meeting or any adjournment thereof. |
By order of the Board of Directors, | |||
/s/ Frank Madonia | |||
Frank Madonia | |||
Secretary |
We urge you to attend the annual meeting. Whether or not you plan to attend, please complete, date and sign the enclosed proxy card and return it in the enclosed postage-paid envelope, or submit your proxy by Internet or telephone as described on the enclosed proxy card. You may revoke your proxy at any time before it is voted. |
Page | ||
GENERAL | 1 | |
VOTING PROCEDURES | 1 | |
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS | 2 | |
PROPOSAL 1 — ELECTION OF DIRECTORS | 2 | |
Introduction | 2 | |
Information Regarding Nominees | 3 | |
CORPORATE GOVERNANCE | 5 | |
Director Nominations | 5 | |
Independence, Board Meetings and Related Information | 5 | |
Committees of the Board of Directors | 6 | |
Board Leadership Structure | 7 | |
Risk Management | 7 | |
Related Transactions and Business Relationships | 8 | |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 9 | |
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS | 10 | |
Compensation Discussion and Analysis | 10 | |
Policy with Respect to Qualifying Compensation for Deductibility | 13 | |
Report of the Compensation Committee | 13 | |
Compensation Committee Interlocks and Insider Participation | 13 | |
Summary Compensation Table | 14 | |
Additional Discussion of Material Items in Summary Compensation Table | 14 | |
Outstanding Equity Awards at Fiscal Year-End 2013 | 16 | |
Option Exercises and Stock Vested in 2013 | 16 | |
Potential Payments Upon Termination or Change in Control | 16 | |
Non-Employee Director Compensation for 2013 | 20 | |
PROPOSAL 2 – ADVISORY VOTE ON EXECUTIVE COMPENSATION | 21 | |
ACCOUNTING MATTERS | 22 | |
Audit Committee Report | 22 | |
Independent Public Accountants | 22 | |
CODE OF BUSINESS CONDUCT AND ETHICS | 23 | |
EQUITY COMPENSATION PLAN INFORMATION | 23 | |
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934 | 24 | |
OTHER MATTERS | 24 | |
Deadline for Shareholder Proposals for 2015 Annual Meeting | 24 | |
Expenses of Solicitation | 24 |
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● | this proxy statement for the Annual Meeting; and |
● | the Company’s 2013 Annual Report to Shareholders (which includes the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, other than the exhibits thereto). |
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Name of Director Nominee | Background Information | |
Theodore H. Ashford, III | Mr. Ashford, 50, has served as a director of the Company since April 2010. Mr. Ashford has served as President and Chief Investment Officer of Ashford Capital Management, Inc. since October 2003. From 1993 to 2003, Mr. Ashford served as an investment analyst for Ashford Capital Management, Inc. Prior to 1993, Mr. Ashford worked for International Management Group. Mr. Ashford’s management experience brings valuable operations and leadership expertise to the Board of Directors. Additionally, Mr. Ashford has experience analyzing companies for investment purposes, including extensive international travel evaluating companies and markets around the world. Such investment advisory experience and financial analysis skills bring beneficial financial experience and a broad global perspective to the Board of Directors. | |
A. Russell Chandler, III | Mr. Chandler, 69, has served as a director of the Company since April 1994. He is founder and Chairman of Whitehall Group Ltd., a private investment firm based in Atlanta, Georgia. In 2010, Mr. Chandler formed an investor group to acquire a controlling interest in an Israeli company, Precyse Technologies Inc., which was relocated to Atlanta, Georgia. Mr. Chandler has served as Chairman of Precyse Technologies Inc. since 2010. Mr. Chandler served as Chairman of Datapath, Inc., a company that built mobile communications trailers for military application, from October 2004 until June 2006 and he served as the Mayor of the Olympic Village for the Atlanta Committee for the Olympic Games from 1990 through August 1996. From 1987 to 1993, he served as Chairman of United Plastic Films, Inc., a manufacturer and distributor of plastic bags. He founded Qualicare, Inc., a hospital management company, in 1972 and served as its President and Chief Executive Officer until its sale in 1983. Mr. Chandler has founded and successfully managed several companies. He also has extensive experience in analyzing businesses for the purpose of making investments. Mr. Chandler’s more than thirty-five years of experience as a Chairman and/or Chief Executive Officer at various companies, including, among others, a private investment firm which he founded, brings key leadership, financial and operational experience to the Board of Directors. |
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Name of Director Nominee | Background Information | |
William G. Miller | Mr. Miller, 67, has served as Chairman of the Board since April 1994. Mr. Miller served as Co-Chief Executive Officer of the Company from October 2003 to March 2011, and Chief Executive Officer of the Company from April 1994 until June 1997. In June 1997, he was named Co-Chief Executive Officer, a title he shared with Jeffrey I. Badgley until November 1997. Mr. Miller also served as President of the Company from April 1994 to June 1996. He served as Chairman of Miller Group, Inc. from August 1990 through May 1994, as its President from August 1990 to March 1993, and as its Chief Executive Officer from March 1993 until May 1994. Prior to 1987, Mr. Miller served in various management positions for Bendix Corporation, Neptune International Corporation, Wheelabrator-Frye Inc. and The Signal Companies, Inc. As Chairman and founder of the Company and with over twenty years of experience with the Company, Mr. Miller has a deep knowledge and understanding of the Company, its operating companies and its line of business and brings that knowledge and understanding to the Board of Directors. Additionally, Mr. Miller’s experience in leadership positions at various companies prior to founding the Company brings valuable leadership expertise to the Board of Directors. | |
William G. Miller, II | Mr. Miller II, 35, has served as our Co-Chief Executive Officer since December 2013 and President since March 2011, after serving as the Southeast Regional Vice President of Sales of Miller Industries Towing Equipment Inc. from November 2009 to February 2011. Prior to that time, Mr. Miller II served as Vice President of Strategic Planning of the Company from October 2007 until November 2009. He was instrumental in the development and construction of the Company’s Light Duty wrecker facility and then served as the General Manager of the Light Duty Product Line and facility from 2004 to 2007, and led the project to manufacture Datapath satellite trailers for military applications from 2003 to 2005. Prior to that, he served as a district sales manager for Miller Industries Towing Equipment Inc. from 2002. As Co-Chief Executive Officer and President of the Company and with over eleven years of experience in a variety of positions with the Company, Mr. Miller II will be able to contribute valuable insight into Company strategy and special projects and provide essential guidance to the Board of Directors from an inside perspective of the day-to-day operations of the Company. |
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Name of Director Nominee | Background Information | |
Richard H. Roberts | Mr. Roberts, 59, has served as a director of the Company since April 1994. Mr. Roberts was appointed as the Commissioner of the Department of Revenue of the State of Tennessee in January 2011, a position he currently holds. From August 2007 until February 2008, Mr. Roberts served as the Chief Financial Officer of Friends of Fred Thompson, Inc. Mr. Roberts served as Senior Vice President and Secretary of Landair Transport, Inc. from July 1994 to April 2003, and from July 1994 until April 2003, Mr. Roberts served as Senior Vice President, General Counsel and Secretary of Forward Air Corporation. From May 1995 until May 2002, Mr. Roberts served as a director of Forward Air Corporation. Mr. Roberts also was a director of Landair Corporation from September 1998 until February 2003. Mr. Roberts was a partner in the law firm of Baker, Worthington, Crossley & Stansberry from January 1991 to August 1994, and prior thereto was an associate of the firm. Mr. Roberts’ experience as a corporate attorney and an executive officer and general counsel of two public companies brings extensive legal, operational and public company finance experience to the Board of Directors. Through his position as Commissioner of the Department of Revenue of the State of Tennessee, Mr. Roberts brings leadership experience and a thorough and insightful perspective to a wide range of financial, regulatory and risk management issues. Additionally Mr. Roberts’ experience on the Board of Directors of companies in other industries further demonstrates his leadership capability and broad knowledge of financial and operational issues that companies face. |
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Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership (1) | Percent of Class (2) | ||||||
Directors and Executive Officers | ||||||||
Theodore H. Ashford, III | 8,129 | * | ||||||
A. Russell Chandler, III | 93,288 | (3) | * | |||||
Richard H. Roberts | 26,458 | * | ||||||
William G. Miller | 295,666 | 2.62 | % | |||||
Jeffrey I. Badgley | 36,428 | * | ||||||
William G. Miller, II | 24,500 | (4) | * | |||||
Frank Madonia | 1 | * | ||||||
J. Vincent Mish | 24,000 | * | ||||||
Vincent J. Tiano | - | - | ||||||
All Directors and Executive Officers as a Group (9 persons) | 508,410 | (5) | 4.50 | % | ||||
Beneficial Owners of More than 5% of the Common Stock | ||||||||
Hotchkis and Wiley Capital Management, LLC 725 S. Figueroa Street, 39th Floor Los Angeles, CA 90017 | 1,661,355 | (6) | 14.70 | % | ||||
Dimensional Fund Advisors LP Palisades West, Building One 6300 Bee Cave Road Austin, TX 78746 | 929,793 | (7) | 8.23 | % | ||||
BlackRock Inc. 40 East 52nd Street New York, NY 10022 | 753,536 | (8) | 6.67 | % | ||||
Royce & Associates, LLC 745 Fifth Avenue New York, NY 10151 | 705,852 | (9) | 6.25 | % | ||||
Ameriprise Financial, Inc. 145 Ameriprise Financial Center Minneapolis, MN 55474 | 509,116 | (10) | 4.51 | % |
* | Less than one percent. |
(1) | Includes shares of Common Stock of which the named person or entity has the right to acquire beneficial ownership within 60 days of March 31, 2014 through the exercise of any stock option or other right. |
(2) | The percentage of beneficial ownership is based on 11,300,030 shares of Common Stock outstanding on March 31, 2014, and represents the percentage that the named person or entity would beneficially own if such person or entity, and only such person or entity, exercised all options and rights to acquire shares of Common Stock that are held by such person or entity and that are exercisable within 60 days of March 31, 2014. |
(3) | Includes 27,229 held by a limited partnership of which Mr. Chandler’s children are limited partners. Mr. Chandler disclaims beneficial ownership with respect to these shares. |
(4) | Includes 20,000 shares issuable pursuant to options that are exercisable within 60 days of March 31, 2014. |
(5) | Includes 20,000 shares issuable pursuant to options that are exercisable within 60 days of March 31, 2014. |
(6) | As reported in an amendment to Schedule 13G filed with the SEC on February 14, 2014 by Hotchkiss & Wiley Capital Management, LLC, a registered investment adviser. |
(7) | As reported in an amendment to Schedule 13G filed with the SEC on February 10, 2014 by Dimensional Fund Advisors LP. |
(8) | As reported in an amendment to Schedule 13G filed with the SEC on January 29, 2014 by BlackRock Inc. |
(9) | As reported in Schedule 13G filed with the SEC on January 13, 2014 by Royce & Associates, LLC. |
(10) | As reported in an amendment to Schedule 13G filed with the SEC on February 13, 2014, by Ameriprise Financial, Inc. and Columbia Management Investment Advisors, LLC. |
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● | offering competitive total compensation opportunities to retain talented executives; |
● | providing strong links between Company performance and total compensation earned – i.e., paying for performance; and |
● | emphasizing the long-term performance of the Company, thus enhancing shareholder value. |
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William G. Miller, II: | $100,000 | |
Frank Madonia: | $30,000 | |
Vincent J. Tiano: | $20,000 |
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Name and Principal Position | Year | Salary (1) | Bonus (2) | Option Awards | Non-Equity Incentive Plan Compensation (3) | All Other Compensation | Total | |||||||||||||||||||
William G. Miller | 2013 | $ | 319,737 | $ | – | $ | – | $ | – | $ | – | $ | 319,737 | |||||||||||||
Chairman | 2012 | $ | 311,559 | (4) | $ | – | $ | – | $ | – | $ | – | $ | 311,559 | ||||||||||||
2011 | $ | 319,727 | (4) | $ | – | $ | – | $ | – | $ | – | $ | 319,727 | |||||||||||||
Jeffrey I. Badgley | 2013 | $ | 450,017 | $ | 350 | $ | – | $ | – | $ | 6,923 | $ | 457,290 | |||||||||||||
Co-Chief Executive Officer | 2012 | $ | 450,017 | $ | 275 | $ | – | $ | 118,537 | $ | 7,875 | (5) | $ | 576,704 | ||||||||||||
2011 | $ | 428,289 | $ | 600 | $ | – | $ | 289,840 | $ | 6,125 | (5) | $ | 724,854 | |||||||||||||
William G. Miller II | 2013 | $ | 175,007 | $ | 20,350 | $ | – | $ | – | $ | 6,398 | $ | 201,755 | |||||||||||||
Co-Chief Executive Officer and | 2012 | $ | 175,007 | $ | 55,275 | $ | – | $ | – | $ | 7,158 | (5) | $ | 237,440 | ||||||||||||
President | 2011 | $ | 213,717 | $ | 25,600 | $ | $ | $ | 5,968 | (5) | $ | 245,285 | ||||||||||||||
Frank Madonia | 2013 | $ | 225,009 | $ | 15,350 | $ | – | $ | – | $ | 5,649 | $ | 246,008 | |||||||||||||
Executive Vice President, Secretary and | 2012 | $ | 225,008 | $ | 51,275 | $ | – | $ | – | $ | 5,294 | (5) | $ | 281,577 | ||||||||||||
General Counsel | 2011 | $ | 220,767 | $ | 48,600 | $ | – | $ | – | $ | 4,610 | (5) | $ | 273,977 | ||||||||||||
J. Vincent Mish | 2013 | $ | 225,009 | $ | 15,350 | $ | – | $ | – | $ | 5,900 | $ | 246,259 | |||||||||||||
Executive Vice President, Treasurer and | 2012 | $ | 225,008 | $ | 51,275 | $ | – | $ | – | $ | 5,294 | (5) | $ | 281,577 | ||||||||||||
Chief Financial Officer | 2011 | $ | 220,767 | $ | 48,600 | $ | – | $ | – | $ | 5,200 | (5) | $ | 274,567 | ||||||||||||
Vincent J. Tiano | 2013 | $ | 175,007 | $ | 20,350 | $ | – | $ | – | $ | 6,398 | $ | 201,755 | |||||||||||||
Vice President Sales - North America | 2012 | $ | 176,286 | $ | 55,275 | $ | – | $ | – | $ | 7,104 | (5) | $ | 238,645 | ||||||||||||
2011 | $ | 217,148 | $ | 25,600 | $ | $ | $ | 6,054 | (5) | $ | 248,802 |
(1) | Base salary paid to the named executive officer. |
(2) | Discretionary cash bonus awarded to the named executive officer for during the year indicated based on, among other factors, the Company’s performance in the previous year. |
(3) | Bonus paid to Mr. Badgley under the cash bonus plan described above based upon the Company’s pretax net income for the year indicated. |
(4) | Beginning in July 2007, the Compensation Committee determined to adjust Mr. Miller’s salary on a going-forward basis to match the salary of the Chief Executive Officer in accordance with Mr. Miller’s employment agreement; however, in 2013, 2012 and 2011 Mr. Miller declined to increase his salary to that of Mr. Badgley. |
(5) | Amount represents the Company’s contribution to the named executive officer’s 401(k) plan under the plan’s matching program. No other amounts are indicated for perquisites and personal benefits as the value provided did not exceed $10,000. |
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Number of Shares Underlying | Option | |||||||||||||||||||
Option Grant | Unexercised Options | Option | Expiration | |||||||||||||||||
Name | Date (1) | Exercisable | Unexercisable | Exercise Price | Date | |||||||||||||||
William G. Miller | – | – | – | $ | – | – | ||||||||||||||
Jeffrey I. Badgley | 11/07/2008 | 23,572 | – | $ | 5.49 | 11/06/2018 | ||||||||||||||
Frank Madonia | 11/07/2008 | – | – | $ | 5.49 | 11/06/2018 | ||||||||||||||
William G. Miller II | 03/26/2004 | 3,000 | – | $ | 8.31 | 03/26/2014 | ||||||||||||||
11/07/2008 | 20,000 | – | $ | 5.49 | 11/06/2018 | |||||||||||||||
J. Vincent Mish | 11/07/2008 | – | – | $ | 5.49 | 11/06/2018 | ||||||||||||||
Vincent J. Tiano | 11/07/2008 | – | – | $ | 5.49 | 11/06/2018 |
(1) | Vesting for each listed stock option grant occurs in 25% increments on each yearly anniversary of the date of grant. |
Option Awards | Stock Awards | |||||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | ||||||||||||
William G. Miller | – | – | – | – | ||||||||||||
Jeffrey I. Badgley | 18,214 | $ | 295,431 | – | – | |||||||||||
William G. Miller II | – | – | – | – | ||||||||||||
Frank Madonia | – | – | – | – | ||||||||||||
J. Vincent Mish | 10,000 | $ | 112,300 | – | – | |||||||||||
Vincent J. Tiano | – | – | – | – |
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● | Upon any termination of Mr. Miller’s employment for “cause,” Mr. Miller will be entitled to receive all compensation due to him through his last day of employment. |
● | If Mr. Miller’s employment is terminated due to death or disability, the Company will have no further liability under the employment agreement. |
● | If Mr. Miller’s employment is terminated by the Company without “cause” without the required three year’s prior notice or, if such notice has been given, prior to the end of the three-year notice period, Mr. Miller will be entitled to receive a lump sum pro-rated bonus (based on the average monthly bonus earned by him for the three calendar years immediately preceding the year in which his employment is terminated) for the number of days he worked during the year in which his employment is terminated, and Mr. Miller will be entitled to receive, monthly over the shorter of a 36-month period or the remaining portion of the three-year notice period: (i) his then-current base salary; (ii) the average monthly bonus earned by him for the three calendar years immediately preceding the year in which his employment is terminated; and (iii) continued health and life insurance coverage. |
● | Upon any termination of the executive’s employment, including if the executive terminates his employment voluntarily, or if the Company terminates the executive’s employment for “just cause,” the executive will be entitled to receive all compensation due to him through his last day of employment. |
● | If the executive’s employment is terminated due to death, the executive’s beneficiary will be entitled to receive, in one lump sum, an amount equal to: (i) 12 months of his then-current base salary; (ii) 12 months of the average monthly bonus earned by him for the three calendar years immediately preceding the year in which his employment is terminated; and (iii) a pro-rated bonus, based on the average monthly bonus earned by him for the three calendar years immediately preceding the year in which his employment is terminated, for the number of days he worked during the year in which his employment is terminated. |
● | If the executive’s employment is terminated due to disability, all of the executive’s outstanding stock options will vest and become exercisable, the executive (or his beneficiary) will be entitled to receive a lump sum pro-rated bonus (based on the average monthly bonus earned by him for the three calendar years immediately preceding the year in which his employment is terminated) for the number of days he worked during the year in which his employment is terminated, and the executive (or his beneficiary) will be entitled to receive, monthly over a period of 24 months from the last day of employment: (i) his then-current base salary; (ii) the average monthly bonus earned by him for the three calendar years immediately preceding the year in which his employment is terminated; and (iii) continued health and life insurance coverage. |
● | If the executive’s employment is terminated by the Company without “just cause,” or if the executive’s employment is terminated under circumstances that would entitle him to receive benefits under his change in control agreement (i.e., in connection with a change in control of the Company) with the Company, if any, all of the executive’s outstanding stock options will vest and become exercisable, the executive will be entitled to receive a lump sum pro-rated bonus (based on the average monthly bonus earned by him for the three calendar years immediately preceding the year in which his employment is terminated) for the number of days he worked during the year in which his employment is terminated, and the executive will be entitled to receive, monthly over the shorter of a 36-month period or the remaining term of the employment agreement: (i) his then-current base salary; (ii) the average monthly bonus earned by him for the three calendar years immediately preceding the year in which his employment is terminated; and (iii) continued health and life insurance coverage; provided, that if the executive dies during the post-termination period in which these benefits are being paid, the monthly base salary and bonus payments will continue for the shorter of 12 months after his death or the remaining term of the employment agreement. |
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● | a lump sum payment (or, in certain circumstances, payment over 36 months) equal to the present value of 36 months of: |
– | his then-current base salary; and |
– | the average monthly bonus earned by him for the three calendar years immediately preceding the year in which his employment is terminated; |
● | a lump sum pro-rated bonus, based on the average monthly bonus earned by him for the three calendar years immediately preceding the year in which his employment is terminated, for the number of days he worked during the year in which his employment is terminated, discounted to present value; and |
● | health and life insurance benefits over the shorter of a 36-month period or the remaining term of the employment agreement. |
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Name and payment or benefit | Termination by Company without just cause | Involuntary termination by Company or “voluntary” termination by executive after change in control | Disability | Death | ||||||||||||
William G. Miller | ||||||||||||||||
Salary and bonus | $ | 909,587 | (1) | $ | 909,587 | (2) | $ | – | $ | – | ||||||
Healthcare and life insurance coverage | 19,996 | (3) | 19,996 | (4) | – | – | ||||||||||
Market value of stock options vesting on termination | – | – | – | – | ||||||||||||
Jeffrey I. Badgley | ||||||||||||||||
Salary and bonus | $ | 2,049,865 | (1) | $ | 2,049,865 | (2) | $ | 1,455,610 | (5) | $ | 852,125 | (6) | ||||
Healthcare and life insurance coverage | 53,658 | (3) | 53,658 | (4) | 35,772 | (7) | – | |||||||||
Tax gross-up | – | 717,644 | (8) | – | – | |||||||||||
Market value of stock options vesting on termination | – | – | – | – | ||||||||||||
J. Vincent Mish | ||||||||||||||||
Salary and bonus | $ | 491,166 | (1) | $ | 767,155 | (2) | $ | 531,305 | (5) | $ | 291,791 | (6) | ||||
Healthcare and life insurance coverage | 30,316 | (3) | 49,608 | (4) | 33,072 | (7) | – | |||||||||
Tax gross-up | – | – | – | – | ||||||||||||
Market value of stock options vesting on termination | – | – | – | – |
(1) | Reflects the value of (i) monthly payments over the shorter of 36 months or the remaining term of the executive’s employment agreement of salary and average monthly bonus and (ii) a lump sum pro-rated bonus, based on average monthly bonus, for the number of days worked by the executive during the year in which his employment is terminated. |
(2) | Reflects the value of (i) monthly payments over 36 months of salary and average monthly bonus and (ii) a lump sum pro-rated bonus, based on average monthly bonus, for the number of days worked by the executive during the year in which his employment is terminated. |
(3) | Reflects the employer share of premiums for continued healthcare and life insurance coverage for the shorter of 36 months or the remaining term of the executive’s employment agreement. |
(4) | Reflects the employer share of premiums for continued healthcare and life insurance coverage for 36 months. |
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(5) | Reflects the value of (i) monthly payments over 24 months of salary and average monthly bonus and (ii) a lump sum pro-rated bonus, based on average monthly bonus, for the number of days worked by the executive during the year in which his employment is terminated. |
(6) | Reflects the value of a lump sum payment of (i) 12 months of salary and average monthly bonus and (ii) pro-rated bonus, based on average monthly bonus, for the number of days worked by the executive during the year in which his employment is terminated. |
(7) | Reflects the employer share of premiums for continued healthcare and life insurance coverage for 24 months. |
(8) | Reflects the estimated tax gross-up payment, calculated without assigning a value to the restrictive covenants to which the executive would be subject under his employment and change in control agreements. |
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Name (1) | Fees Earned or Paid in Cash (2) | Stock Awards (3) | Total | |||||||||
Theodore H. Ashford, III (4) | $ | 52,000 | $ | 25,000 | $ | 77,000 | ||||||
A. Russell Chandler, III (4) | $ | 52,000 | $ | 25,000 | $ | 77,000 | ||||||
Richard H. Roberts (4) | $ | 52,000 | $ | 25,000 | $ | 77,000 |
(1) | Messrs. Badgley and Miller, two of our named executive officers, served as directors of the Company during 2013 but are excluded from this section as they are employees of the Company and do not receive additional compensation for their services as members of the Board of Directors. |
(2) | Reflects annual cash payments plus attendance fees for the various Board and Committee meetings. |
(3) | Reflects the grant date fair value of annual common stock awards. The fair value of the awards of common stock was determined by reference to the market price of the underlying shares on the grant date and in accordance with FASB ASC Topic 718. |
(4) | Member of the Audit, Compensation and Nominating Committees of the Board of Directors. |
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Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans | |||||||||
Equity compensation plans approved by security holders | 103,697 | (1) | $ | 5.60 | (1) | See Note (2) | ||||||
Equity compensation plans not approved by security holders | – | – | – |
(1) | Includes only options outstanding under the Company’s 1994 Stock Option Plan and 2005 Equity Incentive Plan. Does not include shares of common stock issued to non-employee directors under the Company’s Non-Employee Director Stock Plan, which expired by its terms on February 17, 2013, or the 2013 Non-Employee Director Stock Plan, which shares are fully vested and exercisable upon issuance. |
(2) | The 1994 Stock Option Plan expired in August 2004; therefore no securities are available for future issuance under this plan. As of December 31, 2013, there were 571,985 securities available for future issuance under the 2005 Equity Incentive Plan. Grants were made annually to non-employee directors under the Non-Employee Director Stock Plan, and the number of shares of common stock to be granted to each non-employee director for a particular year was determined by dividing $25,000 by the closing price of a share of the Company common stock on the first trading day of such year. The Company’s Non-Employee Director Stock Plan expired in February 2013; therefore no securities are available for future issuance under this plan. Beginning in January 2014, grants are made annually to non-employee directors under the 2013 Non-Employee Director Stock Plan, and the number of shares of common stock to be granted to each non-employee director for a particular year is determined by dividing $32,000 by the closing price of a share of the Company common stock on the first trading day of such year. Therefore, the number of securities remaining available for future issuance under the 2013 Non-Employee Director Stock Plan is not presently determinable. |
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. MMMMMMMMMMMMMiller Industries, Inc MMMMMMMMMIMPORTANT ANNUAL MEETING INFORMATION 000004 ENDORSEMENT_LINE______________ SACKPACK_____________ MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6Using a black ink pen, mark your votes with an X as shown in X this example. Please do not write outside the designated areas.MMMMMMMMMMMMMMM C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext Electronic Voting Instructions You can vote by Internet or telephone! Available 24 hours a day, 7 days a week!Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on May 23, 2014.Vote by Internet • Go to www.investorvote.com/MLR• Or scan the QR code with your smartphone• Follow the steps outlined on the secure websiteVote by telephone • Call toll free 1800652VOTE (8683) within the USA, US territories & Canada on a touch tone telephone• Follow the instructions provided by the recorded message• IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. •PROPOSALS1. Election of Directors. Nominees: For Withhold For Withhold For Withhold 01 Theodore H. Ashford, III02 A. Russell Chandler, III03 William G. Miller+ 04 William G. Miller, II 05 Richard H. RobertsTHE BOARD OF DIRECTORS FAVORS A VOTE “FOR” EACH OF THE NOMINEES LISTED ABOVE AND UNLESS INSTRUCTIONS TO THE CONTRARY ARE INDICATED IN THE SPACE PROVIDED, THE PROXY WILL BE SO VOTED. For Against Abstain 2. Nonbinding resolution to approve the compensation of the Company’s named executive officers.THE BOARD OF DIRECTORS FAVORS A VOTE “FOR” THE NONBINDING RESOLUTION TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS AND UNLESS INSTRUCTIONS TO THE CONTRARY ARE INDICATED IN THE SPACE PROVIDED, THE PROXY WILL BE SO VOTED. 3. Other Business: For the transaction of such other business as may lawfully come before the meeting, hereby revoking any proxies as to said shares heretofore given by the undersigned and ratifying and confirming all that said attorneys and proxies may lawfully do by virtue hereof.Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Signature should agree with the name(s) hereon. Executors, administrators, trustees, guardians and attorneys should so indicate when signing. For joint accounts each owner should sign. Corporations should sign their full corporate name by a duly authorized officer. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATEC1234567890 JNT 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND 1UPX 1959941 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE ANDMMMMMMM +01U3XB
. • IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. • Proxy — Miller Industries, Inc. + This Proxy is Solicited by the Board of Directors for theAnnual Meeting of Shareholders to be Held on May 23, 2014 The undersigned shareholder of Miller Industries, Inc. hereby constitutes and appoints William G. Miller, Jeffrey I. Badgley, William G. Miller, II and Frank Madonia or any of them, the true and lawful attorneys and proxies of the undersigned with full power of substitution and appointment, for and in the name, place and stead of the undersigned, to vote all of the undersigned's shares of Common Stock of Miller Industries, Inc., at the Annual Meeting of the Shareholders to be held at 879 College Drive, Dalton, Georgia 30720, on Friday, the 23rd of May, 2014, at 9:00 a.m., Eastern Time, and at any and all adjournments thereof as indicated on the reverse side. This proxy is revocable at or at any time prior to the meeting. Please sign and return this proxy to Computershare Investor Services, LLC, P.O. Box 43102, Providence, RI 029405067, in the accompanying prepaid envelope. THE BOARD OF DIRECTORS FAVORS A VOTE “FOR” EACH OF PROPOSAL 1 AND PROPOSAL 2 AND UNLESS INSTRUCTIONS TO THE CONTRARY ARE INDICATED IN THE SPACE PROVIDED, THE PROXY WILL BE SO VOTED. It is understood that this proxy confers discretionary authority in respect to matters not known or determined at the time of the mailing of the notice of the meeting to the undersigned. The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders dated April 18, 2014 and the Proxy Statement furnished therewith.NonVoting Items Change of Address — Please print new address below.IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A C ON BOTH SIDES OF THIS CARD. +