UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Subsection 240.14a-12
LANDAUER, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] 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.
(1) Amount Previously Paid: ______________
(2) Form, Schedule or Registration Statement No.: ______________
(3) Filing Party: ______________
(4) Date Filed: ______________
LANDAUER, INC.
2 SCIENCE ROAD, GLENWOOD, ILLINOIS 60425-1586
TELEPHONE (708) 755-7000
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given that the Annual Meeting of Stockholders of
Landauer, Inc. will be held at the office of Sidley Austin LLP, Conference
Center, One South Dearborn Street, Chicago, Illinois, at 2:00 p.m., local
time, on Thursday, February 5, 2009 for the following purposes:
1. To re-elect the two directors identified in this Proxy
Statement to hold office for an additional term of three
years each.
2. To vote on the proposal to ratify the appointment of
PricewaterhouseCoopers LLP as the independent registered
public accounting firm of the Company for the fiscal
year ending September 30, 2009.
3. To transact such other business as may properly come
before the meeting.
Only stockholders of record at the close of business on December 12,
2008 are entitled to notice of and to vote at the meeting.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. WHETHER OR
NOT YOU EXPECT TO ATTEND THE MEETING, WE STRONGLY URGE YOU TO VOTE VIA THE
INTERNET, TELEPHONE, OR REQUEST A PAPER PROXY CARD TO COMPLETE AND RETURN
BY MAIL. IF YOU ATTEND THE MEETING AND VOTE IN PERSON, YOUR PROXY WILL NOT
BE USED.
JONATHON M. SINGER
Senior Vice President,
Treasurer, Secretary and
Chief Financial Officer
December 23, 2008
1
PROXY STATEMENT
APPROXIMATE DATE OF NOTICE: DECEMBER 23, 2008
INFORMATION CONCERNING THE PROXY SOLICITATION
This proxy is solicited by the Board of Directors of Landauer, Inc.
for use at its Annual Meeting of Stockholders to be held on Thursday,
February 5, 2009 at 2:00 p.m., local time, at the office of Sidley Austin
LLP, Conference Center, One South Dearborn Street, Chicago, Illinois, or
any adjournments or postponements thereof. You may revoke your proxy at
any time prior to it being voted by giving written notice to the Secretary
of Landauer, by submission of a later dated proxy or by voting in person at
the meeting. The costs of solicitation will be paid by Landauer.
Solicitations may be made by the officers and employees of Landauer
personally or by telephone or telegram.
In accordance with rules and regulations adopted by the U.S.
Securities and Exchange Commission, instead of mailing a printed copy of
our proxy materials to each stockholder of record, we are now furnishing
proxy materials on the Internet. You will not receive a printed copy of
the proxy materials, unless specifically requested. This new process is
designed to expedite stockholders' receipt of proxy materials, lower the
cost of the Annual Meeting and help conserve natural resources.
On or around December 23, 2008, we mailed to our stockholders (other
than those who previously requested electronic or paper delivery) a Notice
Regarding the Availability of Proxy Materials, which contains instructions
as to how you may access and review all of our proxy materials, including
our Proxy Statement and 2008 Annual Report on Form 10-K, on the Internet.
The Notice Regarding the Availability of Proxy Materials also instructs you
as to how you may vote your proxy on the Internet or by telephone.
However, if you would prefer to receive printed proxy materials, please
follow the instructions for requesting such materials as contained in the
Notice Regarding the Availability of Proxy Materials.
On December 1, 2008, Landauer had outstanding 9,334,748 shares of
Common Stock, which is its only class of voting stock, held of record by
approximately 330 holders. Only stockholders of record at the close of
business on December 12, 2008 will be entitled to receive notice of and to
vote at the meeting and any adjournment or postponement thereof. With
respect to all matters that will come before the meeting, each stockholder
may cast one vote for each share registered in his or her name on the
record date.
The shares represented by every proxy received will be voted, and
where a choice has been specified, the shares will be voted in accordance
with the specification so made. If no choice has been specified on the
proxy, the shares will be voted FOR the election of the nominees as
directors and FOR approval of PricewaterhouseCoopers LLP as the independent
registered public accounting firm. The proxy also gives authority to the
proxies to vote the shares in their discretion on any other matter
presented at the meeting. If a proxy indicates that all or a portion of
the shares represented by such proxy are not being voted with respect to a
particular proposal, such non-voted shares will not be considered present
and entitled to vote on such proposal, although such shares may be
considered present and entitled to vote on other proposals and will count
for the purpose of determining the presence of a quorum. An abstention
with respect to a proposal has the effect of a vote against a proposal.
"Broker non-votes" are counted toward the quorum requirement but they do
not affect the determination of whether a matter is approved. A broker
non-vote occurs when a broker cannot vote on a matter because the broker
has not received instructions from the beneficial owner and lacks
discretionary voting authority with respect to that matter. It is not
expected that brokers will lack discretionary voting authority with respect
to the matters to be considered at the Annual Meeting.
2
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table provides information as of December 1, 2008
concerning beneficial ownership of Common Stock by each person known by
Landauer to own beneficially more than 5% of the outstanding shares of
Common Stock, each director, each director nominee, each executive officer
named under the caption "Executive Compensation" and all directors and
executive officers as a group. Unless otherwise noted, the listed persons
have sole voting and dispositive powers with respect to shares held in
their names, subject to community property laws, if applicable.
Number of Shares Percent
Beneficially of
Name of Beneficial Owner Owned Class
- ------------------------ ---------------- -------
T. Rowe Price Associates (1) 860,000 9.3%
Royce & Associates, LLC (2) 682,000 7.4%
Eaton Vance Management (3) 620,147 6.7%
Kayne Anderson Rudnick Investment
Management, LLC (4) 536,938 5.8%
Barclays Global Investors, NA (5) 486,238 5.3%
Robert J. Cronin (6) 15,300 *
William G. Dempsey 648 *
Michael T. Leatherman 571 *
David E. Meador 571 *
Stephen C. Mitchell 2,625 *
Thomas M. White 3,226 *
Michael D. Winfield (6) 12,899 *
William E. Saxelby (7) 67,147 *
Jonathon M. Singer 9,190 *
Richard E. Bailey 4,160 *
R. Craig Yoder (8) 71,595 *
All directors and executive officers
as a group (11 persons) (9) 187,932 2.0%
* Less than one percent.
(1) As reported in a statement on Schedule 13G filed with the Securities
and Exchange Commission on February 13, 2008. Includes 577,600
shares owned by the T. Rowe Price Small Cap Value Fund, Inc. T. Rowe
Price Associates expressly disclaims that it is the beneficial owner
of such securities. This stockholder's address is 100 East Pratt
Street, Baltimore, MD 21202.
(2) As reported in a statement on Schedule 13G filed with the Securities
and Exchange Commission on February 1, 2008. This stockholder's
address is 1414 Avenue of the Americas, New York, NY 10019.
(3) As reported in a statement on Schedule 13G filed with the Securities
and Exchange Commission on January 23, 2008. This stockholder's
address is 24 Federal Street, Boston, MA 02110.
(4) As reported in a statement on Schedule 13G filed with the Securities
and Exchange Commission on February 11, 2008. This stockholder's
address is 1800 Avenue of the Stars, 2nd Floor, Los Angeles, CA
90067.
(5) As reported in a statement on Schedule 13G filed with the Securities
and Exchange Commission on February 5, 2008. This stockholder's
address is 45 Fremont Street, 17th Floor, San Francisco, CA 94105.
(6) Includes 4,500 shares subject to options exercisable within 60 days
after December 1, 2008.
(7) Includes 50,000 shares subject to options exercisable within 60 days
after December 1, 2008.
(8) Includes 40,000 shares subject to options exercisable within 60 days
after December 1, 2008.
(9) Includes 94,500 shares subject to options exercisable within 60 days
after December 1, 2008.
3
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires
Landauer's officers and directors and persons who beneficially own more
than ten percent of Landauer's Common Stock ("Reporting Persons") to file
reports of beneficial ownership and changes in such ownership with the
Securities and Exchange Commission ("SEC"). Reporting Persons are required
by SEC regulation to furnish Landauer with copies of all Section 16(a)
reports they file and Landauer is required to post such reports on its
website, http://www.landauerinc.com.
Based solely on a review of the Form 3, 4 and 5 filings received
from, or filed by Landauer on behalf of, Reporting Persons since the
beginning of fiscal year 2008, Landauer is not aware of any failure to file
on a timely basis any Form 3, 4 or 5 during fiscal year 2008.
ELECTION OF DIRECTORS
Members of Landauer's Board of Directors are divided into three
classes serving staggered three-year terms, with a total of nine directors
authorized. The terms of two of the eight current directors expire at the
Annual Meeting. The two directors, Stephen C. Mitchell and Thomas M.
White, are Landauer's nominees for re-election to a three-year term. Dr.
E. Gail de Planque resigned from the Board of Directors on June 2, 2008.
Richard R. Risk passed away on April 2, 2008. Following Dr. de Planque's
resignation and Mr. Risk's death, the Board of Directors filled the two
vacancies, on August 28, 2008, with the appointments of David E. Meador and
Michael T. Leatherman, who were initially recommended by an executive
search firm and company contacts within the business community,
respectively. In addition, Michael D. Winfield is scheduled to retire in
February 2009 due to his reaching the Board's mandatory retirement age of
70. On October 30, 2008, the Board elected William G. Dempsey, who was
initially recommended by company contacts within the business community, in
anticipation of Mr. Winfield's retirement.
Our by-laws provide that nominations for directorships by
stockholders may be made only pursuant to written notice received at our
principal office not less than 50 nor more than 75 days prior to the
meeting. No such nominations were received for the meeting on or around
December 23, 2008. Proxies may not be voted for a greater number of
persons than the two named nominees. Directors are elected by a plurality
of the votes present in person or represented by proxy at the meeting and
entitled to vote on the election of directors. Thus, assuming a quorum is
present, the two persons receiving the greatest number of votes will be
elected to serve as directors. Accordingly, withholding authority to vote
for a director and non-votes with respect to the election of directors will
not affect the outcome of the election of directors. If a nominee should
become unavailable for election, the persons voting the accompanying proxy
may in their discretion vote for a substitute.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RE-ELECTION OF MR.
MITCHELL AND MR. WHITE AS DIRECTORS OF LANDAUER.
The following table contains certain information as to the two
nominees for re-election at the Annual Meeting and each other person whose
term of office as a director will continue after the meeting. The
nominees, Mr. Mitchell and Mr. White, for re-election at the meeting are
indicated by an asterisk.
4
Expira-
tion
Date of
Current Past Business Experience Director
Name Term and Other Directorships Since
- ---- ------- ------------------------ --------
Robert J.
Cronin (2,3) 2011 Since 2001, Partner, The 1997
Age - 64 Open Approach LLC, a provider
of consulting services to the
printing industry. From
November 2005 to April 2006,
Chairman and Chief Executive
Officer, York Label, Inc., a
supplier of pressure-sensitive
labels and related systems.
Until January 2000, Chairman of
the Board and Chief Executive
Officer of Wallace Computer
Services; previously President,
Chief Executive Officer and
Director; now retired. Wallace
Computer Services is a provider
of information management
products, services and solutions.
Mr. Cronin is also a director
of various privately held
corporations.
William G.
Dempsey (2) 2011 From 1982 to 2007, various 2008
Age - 57 senior leadership positions with
Abbott Laboratories including
Executive Vice President, Global
Pharmaceuticals from 2006 to
2007. Abbott Laboratories is a
global, broad-based health care
company devoted to discovering
new medicines, new technologies
and new ways to manage health.
From 1977 to 1982, various
positions with Sciaky Bros., a
manufacturer of high tech electron
beam, laser welding and heat
treating systems. Mr. Dempsey
is also a director of MDS Inc.,
a global life sciences company,
and a director of a privately
held corporation.
Michael T.
Leatherman (2) 2010 Since 2000, Independent Consultant 2008
Age - 55 primarily to the information
technology industry. From 1990
to 2000, various senior leadership
positions with Wallace Computer
Services including Executive
Vice President, Chief Information
Officer and Chief Financial Officer
from 1998 to 2000. From 1984 to
1990, Chief Executive Officer of
FSC Paper Corporation, a Subsidiary
of Smorgon Industries. Mr. Leatherman
5
Expira-
tion
Date of
Current Past Business Experience Director
Name Term and Other Directorships Since
- ---- ------- ------------------------ --------
is a director of Nashua Corporation,
a manufacturer and marketer of a
wide variety of high-quality products
and services to a broad range of
industrial and commercial customers.
Mr. Leatherman is also a director of
a non-profit organization providing
continuous care retirement services.
Mr. Leatherman is a Certified
Public Accountant.
David E.
Meador (1) 2010 Since 2001, Executive Vice 2008
Age - 51 President and Chief Financial
Officer, DTE Energy. From 1997
to 2001, Vice President and
Controller, DTE Energy. DTE
Energy provides safe, reliable
electric and natural gas services
to Michigan businesses and homes
and has energy related businesses
and services nationwide. From 1983
to 1997, served in a variety of
financial and accounting positions
at Chrysler Corporation. Mr. Meador
began his professional career with
Coopers and Lybrand and is a
Certified Public Accountant.
*Stephen C.
Mitchell (1,3,4) 2009 Since 2001, President, Knight Group 2005
Age - 65 LLC, a privately held firm providing
services for the start-up and
management of new ventures. Since
1995, Vice Chairman and Director,
Knight Facilities Management, Inc.,
a company providing outsourcing
of facilities management services
for industrial and commercial
clients worldwide. Until 2001,
President, Chief Operating Officer
and Director, Lester B. Knight
& Associates, Inc., a company
involved in the planning, design
and construction of advanced
technology research and development
and manufacturing facilities.
Mr. Mitchell is also a director
of Apogee Enterprises, Inc.,
a manufacturer of glass products
for the construction and art
framing markets.
6
Expira-
tion
Date of
Current Past Business Experience Director
Name Term and Other Directorships Since
- ---- ------- ------------------------ --------
William E.
Saxelby 2011 Since 2005, President and Chief 2005
Age - 52 Executive Officer, Landauer, Inc.
From 2003 to 2005, Mr. Saxelby
provided consulting services to
certain private equity firms.
From 1999 to 2003, President and
Chief Executive Officer, Medical
Research Laboratories, Inc., a
manufacturer of defibrillators.
From 1996 to 1999, Corporate
Vice President, Allegiance
Healthcare, a spin-off of
Baxter International. From
1978 to 1996, Mr. Saxelby held
executive and non-executive
positions with Baxter Inter-
national and its American
Hospital Supply subsidiary.
*Thomas M.
White (1,2) 2009 Since 2007, Operating Partner 2004
Age - 51 for Apollo Management L.P.,
a private equity firm. From
2002 to 2007, Mr. White served
as Chief Financial Officer
and Treasurer of Hub Group,
Inc., an asset light transpor-
tation management company
providing intermodal, truck
brokerage and logistics services.
Prior to joining the Hub Group,
Mr. White was a partner with
Arthur Andersen LLP, which he
joined in 1979. Mr. White also
serves as the Chairman of the
board of directors of Quality
Distribution, Inc. Mr. White
is a Certified Public Accountant.
Michael D.
Winfield (1,4) 2010 Until 2003, Director of UOP LLC, 1994
Age - 69 a subsidiary of Honeywell
International, Inc. engaged in
the licensing of technologies to
the oil refining and petrochemical
industries; now retired. Mr. Winfield
was President and Chief Executive
Officer of UOP from February 1992
to January 2001, and a Vice
President from 1983 to 1992.
Mr. Winfield is also a director
of Timminco Limited, a leading
specialty metals provider.
Member of the (1) Audit Committee, (2) Compensation Committee,
(3) Governance and Nominating Committee, (4) Technology Committee
7
BOARD OF DIRECTORS AND COMMITTEES
During fiscal 2008, the Board of Directors held a total of 6
meetings. No director attended fewer than 75 percent of the aggregate of
the total number of meetings of the Board of Directors and the total number
of meetings held by all Committees of the Board on which such director
served.
The Board of Directors has an Audit Committee, Compensation
Committee, Governance and Nominating Committee and Technology Committee.
The Audit Committee assists the Board of Directors in fulfilling its
oversight responsibilities with respect to financial reports and other
financial information and recommends to the Board of Directors the
appointment of independent public accountants. The Board of Directors has
determined that Thomas M. White, David E. Meador and Michael D. Winfield
each qualify as an "audit committee financial expert" as defined in Item
407(d) of Regulation S-K. The Compensation Committee approves all
executive compensation and has responsibility for granting equity awards to
eligible members of management and administering the Company's equity and
incentive compensation plans. The Governance and Nominating Committee
establishes corporate governance policy and selects nominees for the Board
of Directors. (See "Process for Nominating Directors.") The Technology
Committee provides oversight and counsel with respect to the Company's
development and use of appropriate technologies in its products and
services. The membership of each Committee consists solely of non-employee
directors who meet the independence standards established by the New York
Stock Exchange. During fiscal 2008, the Audit Committee met 9 times
(including the meetings required to conduct its quarterly financial
reviews), the Compensation Committee met 6 times, the Governance and
Nominating Committee met 7 times and the Technology Committee met 4 times.
Each Committee has adopted a formal written charter, approved by the
full Board of Directors, that specifies the scope of the Committee's
responsibilities and procedures for carrying out such responsibilities. A
copy of each charter is available on the Company's website at
http://www.landauerinc.com and printed copies are available from the
Company on request. The Board of Directors has also adopted Governance and
Nominating Standards, a Code of Business Ethics applicable to all directors
and employees and a Code of Conduct for Senior Financial Executives
applicable to the principal executive, financial and accounting officers of
the Company. Copies of each of these documents are available on the
Company's website at http://www.landauerinc.com and printed copies are
available from the Company on request. The Company intends to post on its
website any amendments to, or waivers from, its Code of Business Ethics or
Code of Conduct for Senior Financial Executives applicable to such senior
officers.
8
INDEPENDENCE OF DIRECTORS
Under the Company's Governance and Nominating Standards, a
significant majority of the Board of Directors should be composed of
Independent Directors as that term is defined in the New York Stock
Exchange ("NYSE") listing standards. A director is independent under the
NYSE listing standards if the Board affirmatively determines that the
director has no material relationship with the Company directly or as a
partner, stockholder or officer of an organization that has a relationship
with the Company. In addition, the NYSE listing standards provide that a
director will not be independent if he or she has any of the following
relationships (each, a "disqualifying relationship"):
. The director is an employee of the Company or has been an
employee of the Company at any time within the preceding three
years.
. A member of the director's immediate family is an executive
officer of the Company or has been an executive officer of the
Company at any time within the preceding three years.
. The director or an immediate family member of the director
received during any 12-month period within the last three years
more than $120,000 in direct compensation from the Company,
other than director and committee fees and pension or other
forms of deferred compensation for prior service (provided such
compensation is not contingent in any way on continued
service).
. The director is a current partner or employee of the Company's
internal or external audit firm, or the director was within the
past three years (but is no longer) a partner or employee of
such a firm and personally worked on the Company's audit within
that time.
. A member of the director's immediate family (i) is a current
partner of a firm that is the Company's internal or external
auditor, (ii) is a current employee of such a firm and
personally works on the Company's audit or (iii) was within the
past three years (but is no longer) a partner or employee of
such a firm and personally worked on the Company's audit within
that time.
. The director is, or within the preceding three years has been,
employed as an executive officer of another company where any
of the Company's present executives at the same time serves or
served on that company's compensation committee.
. A member of the director's immediate family is, or within the
preceding three years has been, employed as an executive
officer of another company where any of the Company's present
executives serves on that company's compensation committee.
. The director is an executive officer or employee of a company
that has made payments to, or received payments from, the
Company for property or services in an amount that, in any one
of the three most recent fiscal years, exceeded the greater of
$1 million, or 2% of such other company's consolidated gross
revenues.
. A member of the director's immediate family is an executive
officer of a company that has made payments to, or received
payments from, the Company for property or services in an
amount which, in any one of the three most recent fiscal years,
exceeded the greater of $1 million, or 2% of such other
company's consolidated gross revenues.
9
The Board has affirmatively determined that no non-employee director
has a material relationship with the Company directly or as a partner,
stockholder or officer of an organization that has a relationship with the
Company. The Board considered the relationship of Mr. Dempsey's membership
on the board of a customer of the Registrant and determined that the
relationship is not material. The Board has also concluded that no non-
employee director has any of the disqualifying relationships identified
previously. Consequently, the Board has determined that all non-employee
directors are independent within the meaning of the NYSE listing standards
and that the Board consists of a significant majority of independent
directors. The Company's independent directors are Robert J. Cronin,
William G. Dempsey, Michael T. Leatherman, David E. Meador, Stephen C.
Mitchell, Thomas M. White and Michael D. Winfield. The Company's
independent directors meet in regularly scheduled executive sessions and at
other times, as they deem appropriate. Robert J. Cronin, Chairman of the
Board of Directors, presides at these sessions.
PROCESS FOR NOMINATING DIRECTORS
Landauer's Governance and Nominating Committee establishes and
oversees adherence to the Board's corporate governance policies and
guidelines, and establishes policies and procedures for the recruitment and
retention of Board members. The Governance and Nominating Committee is
comprised of two members, each of whom meets the independence requirements
established by the New York Stock Exchange in respect to Governance and
Nominating Committees.
The Governance and Nominating Committee will consider nominees for
the Board of Directors who have been properly and timely recommended by
stockholders. Any recommendation submitted by a stockholder must include
the same information concerning the candidate and the stockholder as would
be required under Section 1.4 of the Company's by-laws if the stockholder
were nominating that candidate directly. Those information requirements
are summarized in this Proxy Statement under the caption "Stockholder
Proposals." The Governance and Nominating Committee will apply the same
standards in considering director candidates recommended by stockholders as
it applies to other candidates. The Governance and Nominating Committee
has not established any specific, minimum qualification standards for
nominees to the Board. From time to time, the Governance and Nominating
Committee may identify certain skills or attributes (e.g. healthcare
industry experience, technology experience, financial experience) as being
particularly desirable for specific director nominees.
To date, the Governance and Nominating Committee has identified and
evaluated nominees for director positions based on several factors,
including referrals from management, existing directors, advisors and
representatives of the Company or other third parties, business and board
of director experience, professional reputation and personal interviews.
Each of the current nominees for director, listed under the caption
"Election of Directors", is an existing director standing for re-election.
During fiscal 2008, the Committee engaged a third party search firm to
identify potential candidates to be added to the Board due to the death and
retirement of directors. In connection with the 2009 Annual Meeting, the
Governance and Nominating Committee did not receive any recommendation for
a nominee from any stockholder or group of stockholders owning more than 5%
of the Company's Common Stock.
10
COMMUNICATIONS WITH THE BOARD OF DIRECTORS
BY STOCKHOLDERS AND OTHER INTERESTED PARTIES
The Company's Annual Meeting of Stockholders provides an opportunity
each year for stockholders and other interested parties to ask questions of
or otherwise communicate directly with members of the Company's Board of
Directors on matters relevant to the Company. Each of the Company's
directors is requested to attend the Annual Meeting in person. All of the
Company's directors, except for Richard R. Risk, attended the Company's
2008 Annual Meeting of Stockholders. In addition, stockholders and other
interested parties may, at any time, communicate in writing with the full
Board of Directors, any individual director or any group of directors, by
sending such written communication to the full Board of Directors,
individual director or group of directors at the following address:
Landauer, Inc., 2 Science Road, Glenwood, Illinois 60425; Attention:
Corporate Secretary (fax 708-441-8556). Copies of written communications
received at such address will be provided to the addressee unless such
communications are considered, in the reasonable judgment of the Corporate
Secretary, to be improper for submission to the intended recipient(s).
Examples of such communications that would be considered improper for
submission include, without limitation, customer complaints, solicitations,
communications that do not relate directly or indirectly to the Company or
the Company's business or communications that relate to improper or
irrelevant topics.
11
EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
We are required to provide information regarding the compensation
program in place for our CEO, CFO and the three other most highly
compensated executive officers as of our last fiscal year end. In this
Proxy Statement, we refer to these individuals as our "Named Executive
Officers" or "NEOs." The Company has four executive officers, including
the CEO and CFO, who are disclosed as our NEOs in this Proxy Statement.
This section includes information regarding, among other things, the
overall philosophy of our compensation program and each element of
compensation that we provide.
OUR COMPENSATION PHILOSOPHY AND PRINCIPLES
We design our compensation programs to maintain a performance and
achievement-oriented environment throughout our company. The goals of the
Company's executive compensation program are to:
. Attract and retain highly talented executives capable of
delivering long-term success;
. Link directly the executives' interests with the interests of
Landauer's stockholders; and
. Motivate executives to achieve the Company's short and
long-term business objectives via performance-driven incentive
programs.
Consistent with these goals, the Board has developed and approved an
executive compensation philosophy to provide a framework for the Company's
executive compensation program.
. Total compensation will be targeted to be competitive with the
marketplace in which executive talent is recruited.
Competitive is defined as 50th percentile using market
compensation information;
. The mix of compensation elements is designed to reflect
strategic business needs;
. Incentive compensation is tied to short-term goals and
long-term strategic plans in a balanced manner so that it
supports the Company's efforts to achieve long-term success;
. The degree of compensation at risk will positively correlate to
responsibility level;
. Performance is assessed on both financial and non-financial
goals using qualitative and quantitative metrics;
. Compensation should be differentiated based on factors that are
relevant to each form of compensation; and
. The interests of executives should be linked with those of the
Company's owners through executive stock ownership.
The executive compensation philosophy results in three major
components of executive compensation: a competitive base salary reflective
of the individual's role, responsibilities, experience and capabilities; a
non-equity incentive tied to Company and individual annual performance; and
long-term equity incentives tied to Company performance and individual
level of responsibility to impact results over time. We determine the
appropriate level of these components by using market compensation
information as described more fully below.
12
THE COMPENSATION COMMITTEE
The Compensation Committee assists our Board of Directors in
fulfilling our Board's oversight responsibilities to administer our
executive compensation program. Each member of the Committee is
independent as defined in the corporate governance listing standards of the
New York Stock Exchange and our director independence standards.
The Committee reports to the Board of Directors on all compensation
matters regarding our executives and other key salaried employees. The
Committee annually reviews and recommends to the Board of Directors for
approval the compensation (including annual base salary, annual non-equity
incentive compensation, long-term equity incentive compensation and other
employee benefits) for our executives and other key salaried employees.
You may learn more about the Committee's responsibilities by reading the
Committee's Charter, which is available in the "Corporate Governance"
section on the "Investor Relations" page of our website at
www.landauerinc.com.
ROLES OF CONSULTANTS AND EXECUTIVES
During and after the end of each fiscal year, the CEO provides the
Compensation Committee with feedback regarding the performance of the NEOs.
Annually and in the cases of NEO promotions or hires, the CEO makes
recommendations to the Compensation Committee regarding the compensation
package for each of the NEOs (other than himself). Based on its review of
individual performance (taking into account input from the CEO), input and
benchmarks from its independent compensation consultant and other factors,
the Compensation Committee makes recommendations to the Board regarding the
compensation for the CEO and the other NEOs. Acting upon the
recommendation of the Compensation Committee, the independent members of
the Board, meeting in executive session, determine the compensation of the
CEO and the other NEOs.
To assist the Compensation Committee in discharging its
responsibilities, the Committee has retained Hay Group, Inc. as its
independent compensation consultant. The consultant's role is to advise
the Committee on all executive compensation matters. Biennially, Hay Group
presents the Compensation Committee with benchmarking data and information
about other relevant market practices and trends, and makes recommendations
to the Compensation Committee regarding target levels for various elements
of total compensation for senior executives, which the Compensation
Committee reviews and considers in its deliberations.
The Committee's independent compensation consultant, Hay Group,
reports directly to the Compensation Committee. Periodically the CEO and
CFO may work directly with the Committee's consultant primarily in the
development of offers for new hires and assistance on the development of
recommendations on the design of compensation programs to be presented to
the Compensation Committee or the Board of Directors. This interaction
between the Committee's consultant and management takes place under the
approval of the Compensation Committee Chair.
To ensure that our executive officer compensation is competitive in
the marketplace, we use a formal job evaluation methodology to determine
both the internal and external equity of our NEO's total compensation.
Internal equity is considered in order to ensure that members of our
executive management are compensated at an appropriate level relative to
other members of our executive management, while external equity is a
measure of how our compensation of executive management compares to
compensation for comparable job content at other companies that are similar
13
to our Company. Hay Group reviews each executive position using its
proprietary method of job evaluation to assess the position's relative
size. In this process, Hay considers the breadth of responsibilities, the
complexity of the role, and the role's impact on the success of the
business. Once each job is valued independently, Hay compares the jobs to
determine relative relationships and then relates these job content sizes
to pay opportunity levels based on compensation market data from Hay
Group's Industrial Compensation report, a proprietary annual executive
compensation survey with data on more than 100 executive level positions
from 282 organizations. Given that Landauer, Inc. competes in a market
with limited competitors, the Compensation Committee has determined that
utilizing a broad industry survey with a focus on publicly traded companies
and significant survey participation by the manufacturing sector, such as
the Hay survey, is an appropriate method for benchmarking the Company's
executive compensation practices.
All components of our executive compensation package are targeted at
the 50th percentile of Hay Group's survey data for targeted performance.
Actual pay will vary above or below the 50th percentile depending on a
number of factors including individual performance, tenure with the
organization and overall Company performance.
The Compensation Committee annually reviews relevant compensation
market data, trends and best practices in executive compensation, and
executive pay tallies for the Company's NEOs to ensure that the design of
our program is consistent with our compensation philosophy and that the
amount of compensation is within appropriate competitive parameters. Based
on this review, the Compensation Committee has concluded that the total
compensation of each NEO and, in the case of the severance and change-in-
control scenarios, potential payouts are appropriate and reasonable.
14
ELEMENTS OF OUR COMPENSATION PROGRAM
Our executive officer compensation package includes a combination of
annual cash and long-term incentive compensation. Annual cash compensation
for executive officers is comprised of base salary plus annual non-equity
incentive bonuses. Long-term incentives consist of a combination of
restricted share grants with performance and time based vesting
characteristics.
ELEMENT PURPOSE CHARACTERISTICS
- ------- ------- ---------------
BASE SALARY Compensate executives Fixed component; eligibility
for their level of for annual merit increases
responsibility and based on sustained
sustained individual individual performance.
performance. Also help
attract and retain
strong talent.
ANNUAL Promote the achievement Performance-based cash
NON-EQUITY of Landauer's annual opportunity; amounts
INCENTIVE financial goals, as well earned will vary relative
COMPENSATION as individual goals. to the targeted level
(benchmark 50th percentile)
based on Company and
individual results as
defined in the "Landauer,
Inc. Incentive Compensation
Plan" (Available at
www.landauerinc.com).
LONG-TERM Promote the achievement Performance-based equity
EQUITY of Landauer's long-term and restricted equity
INCENTIVE corporate goals, support grants based upon
COMPENSATION executive retention and achievement of strategic
encourage executive priorities and retention
stock ownership. with the Company. Annual
grants through the "Landauer,
Inc. Incentive Compensation
Plan" (Available at
www.landauerinc.com).
RETIREMENT Provide an appropriate Defined benefit pension
PLANS level of replacement plan with a supplemental
income upon retirement. key executive retirement
Also provide an incentive plan available to certain
for a long-term career executives.
with Landauer, which is
a key objective.
POST- Facilitate the attraction Contingent component; only
TERMINATION and retention of high payable if the executive's
COMPENSATION caliber executives in a employment is terminated
competitive labor market as specified in the arrange-
in which formal severance ments (amount of severance
plans are common. benefits varies by level
in the organization).
In setting total compensation, we apply a consistent approach for all
executive officers. Also, the Compensation Committee exercises appropriate
business judgment in how it applies its standard approach to the facts and
circumstances associated with each executive. Additional detail about each
pay element follows.
15
BASE SALARIES: Data on salaries paid to comparable positions in the
Hay Survey are gathered and reported biennially to the Compensation
Committee by its independent compensation consultant. The Compensation
Committee, after receiving input from the compensation consultant,
recommends to the Board for its consideration and approval the salaries for
the CEO, CFO and other NEOs. The CEO provides input for the salaries for
the CFO and other NEOs. The Compensation Committee generally seeks to
establish base salaries for the CEO, CFO and other NEOs at the
50th percentile of our compensation benchmark, which is the targeted market
position to facilitate our attraction and retention of executive talent.
In fiscal 2008, the salaries of each NEO approximated, on average, the
compensation benchmark median.
ANNUAL NON-EQUITY INCENTIVES: Annual non-equity incentive awards to
the CEO, CFO and NEOs are paid relative to the targets established annually
by the Compensation Committee under the terms of the "Landauer, Inc.
Incentive Compensation Plan". Annual incentive awards for the CEO, CFO and
other NEOs are intended to promote the achievement of Landauer's annual
financial goals, as well as individual goals. The plan establishes an
incentive pool which is related to aggregate executive officer base salary
and performance of Landauer relative to (i) budgeted net income and
(ii) achievement of budgeted free cash flow (free cash flow is calculated
by subtracting cash used to acquire property plant and equipment from net
cash provided from operating activities as presented on the Statement of
Cash Flows).
Similar to the process for base salary, data for non-equity
incentives paid to comparable positions in the Hay Survey are gathered and
reported biennially to the Compensation Committee by the independent
compensation consultant. The Compensation Committee, after receiving input
from the compensation consultant, recommends to the Board for its
consideration and approval the non-equity incentives for the CEO, CFO and
other NEOs. The target incentive compensation award ("ICA"), as a
percentage of individual executive officer base salary, is 50% for the
Chief Executive Officer and 40% for the CFO and other NEOs. These payout
ratios are determined based upon targeting total cash compensation (base
salary plus non-equity incentive compensation) at the 50th percentile as
determined by the benchmarking study performed by the Committee's
independent compensation consultant. Thus, the different payout ratios are
not reflective of a different philosophy at work, but are reflective of
different results driven by benchmarking. The actual size of the incentive
compensation pool available for award varies based upon actual financial
performance for net income and free cash flow.
The net income and free cash flow targets are established as part of
the annual operating planning process. The targets are recommended by
management, reviewed by the Compensation Committee and approved by the
Board. The targets are intended to be representative of strong financial
performance by the Company based upon market conditions and the
expectations of stockholders. The scales of the payout ratios are intended
to compensate management for the perceived effort required to achieve the
targeted performance and reward management for the effort required to
deliver results beyond expected levels.
The net income and free cash flow targets for fiscal 2008 were
established as follows:
Net Income $22,243,000
Free Cash Flow $20,291,000
16
The plan provides for a payout at a ratio of targeted incentive
compensation as follows:
ACTUAL PERFORMANCE PAYOUT RATIO
------------------ ------------
110% Incentive Net Income &
Free Cash Flow Achievement 200% of target award
100% Incentive Net Income &
Free Cash Flow Achievement 100% of target award
<90% Incentive Net Income &
Free Cash Flow Achievement 0% of target award
The range of the scale for net income and free cash flow achievement
is intended to align management with the expectations of stockholders on
earnings growth and cash generation. Performance below 90% of planned net
income and free cash flow would be considered to be below our expectations.
Similarly, performance at 110% to plan is believed to represent performance
well beyond the expectations of the business.
The amount of potential incentive award for any executive officer is
determined by multiplying the executive's base salary times the actual
incentive award percentage. The actual incentive award percentage is the
target award percentage (50% or 40%) multiplied by the percentage of target
award determined by the weighted average of the net income and free cash
flow components in the following ratio:
Net Income 75%
Free Cash Flow 25%
Two-thirds of the target incentive award is payable to the executive
officer based solely on financial performance. With respect to the one-
third balance remaining in the pool for the fiscal year, the Compensation
Committee will have the discretion to award any executive officer an amount
ranging from zero to one-third of the award such executive officer would
otherwise receive based upon achievement against personal objectives
("PMO"). Accordingly the total incentive award is calculated as follows:
Potential ICA = (Annual Salary x Target %) x (Payout Ratio)
Actual ICA = (Potential ICA x 2/3) + (Potential ICA x
1/3 x % PMO achievement)
Personal objectives are established annually and are aligned with the
strategic priorities of the company. Areas for personal objectives in
fiscal 2008 included:
. Expansion of product and service offerings;
. Progress toward implementation of the company's
systems initiative;
. Achievement of accreditation requirements and
regulatory compliance; and
. Development of a long-term corporate growth strategy.
Any amounts not so awarded may, at the discretion of the Committee,
be reallocated to any other executive officer based upon the Committee's
evaluation of the individual performance of the executive officer relative
to written objectives and other factors, including the CEO's annual report
to the Committee of the executive officer's performance.
17
The aggregate amount of incentive compensation awards for the fiscal
year, as approved by the Compensation Committee, is limited to 200% of the
targeted award.
Recognizing that extraordinary positive or negative non-operating
events can and do occur, the Committee may elect to make adjustments to the
incentive compensation calculations to reflect the impact of those events.
During fiscal 2008 no such adjustments were necessary. Landauer's actual
net income was 103% to plan and free cash flow was 134% to plan, resulting
in a weighted average performance greater than 110% of plan. This
performance resulted in non-equity incentive compensation payouts at 200%
of target. The NEOs averaged 85% PMO achievement resulting in an actual
average payout of 188% of target.
As part of the Proxy Statement for the 2008 Annual Meeting,
stockholders approved the Landauer, Inc. Incentive Compensation Plan, or
"the Plan". The Plan is an omnibus incentive compensation plan intended to
provide the Compensation Committee increased flexibility in the design of
the annual non-equity compensation plan. The Plan provides the ability to
change the drivers to other financial measures such as operating income,
revenue growth, earnings per share, or other measures that the Committee
may determine to be more closely aligned with the interests of our
stockholders. The Incentive Compensation Plan provides a broad definition
of performance drivers, based on discussions and review by the Compensation
Committee.
LONG-TERM EQUITY INCENTIVES: Long-term incentive awards for the CEO,
CFO and other NEOs are granted in order to promote the achievement of
Landauer's long-term strategic goals. Each year, the Compensation
Committee reviews and makes recommendations to the Board as to the long-
term incentive awards for each of the NEOs. In determining the total value
of the long-term incentive opportunity for each executive, the Compensation
Committee reviews the benchmarking data presented by its independent
compensation consultant on a position-by-position basis and attempts to
provide a benefit at a competitive level.
Long-term incentives are provided to Landauer's executives under the
stockholder approved Landauer, Inc. Incentive Compensation Plan. The Plan
permits grants of stock options, stock appreciation rights, restricted
shares, restricted share units and performance shares and units. The Plan
is intended to meet the deductibility requirements of Section 162(m) of the
Internal Revenue Code as performance-based pay, resulting in paid awards
being fully deductible by the Company for federal tax purposes.
Current restricted shares are subject to risk of forfeiture and vest
in accordance with performance and time restrictions. Each grant is
allocated between performance based and time based vesting. For
performance shares of restricted stock that will vest at the end of the
restriction period, vesting is based upon the achievement of one or more
performance goals. Up to 100% of the performance shares may be forfeited
if the performance goals are not achieved.
The Compensation Committee believes that providing long-term
incentive awards in the form of equity awards best achieves the long-term
compensation objectives of the organization.
In March 2007, the Compensation Committee determined that the NEOs'
total long-term incentive opportunity would be 100% in restricted shares.
One-third of the shares granted were targeted to vest upon the achievement
of certain performance milestones, tied to achievement of strategic
objectives, as determined by the Compensation Committee of the Board of
Directors. These milestones corresponded to the Board approved plan to
support continued profitability and growth by investing in two areas:
18
. Accelerating a program to re-engineer business processes and
replace the Company's information technology systems that
support customer relationship management and the order-to-cash
cycle ("Project Comet"), and
. Expanding its investment in sales and marketing resources to
reach targeted markets for growth ("Small Market").
The performance milestones were time based and budget based as
follows:
PROJECT COMET SMALL MARKET
------------- ------------
Weighting of
Performance-
Based Grant 75% 25%
Time Measure Operational by 03/31/08 Operational by 09/30/07
Cost Measure Within +/- 10% of Within 10% of budgeted
original budget of operating loss of $511,000
$9,875,000
Quality Measure Planned applications Achieving within +/-
are implemented and of budgeted revenue
system operates at
expected levels
The performance measures were established to align with the project
budgets and achievement of the project objectives. During fiscal 2008, the
Compensation Committee determined that management did not achieve the
performance milestones as defined above. Accordingly, one-third of the
shares granted in fiscal 2007 were forfeited.
Of the remaining shares granted in fiscal 2007, one-third of the
shares subject to the Award vested on September 30, 2008, and the remaining
one-third of the shares subject to the award shall vest on September 30,
2009. All of the shares are eligible for dividends at the same rate paid
to the stockholders.
The Compensation Committee has determined that equity grants will be
allocated 70% to performance based vesting and 30% to time based vesting.
This balance between performance based and time vesting shares is in
alignment with the development of Landauer's long-term growth strategy,
motivates management for the appropriate balance between short-term and
long-term decision making and aligns management's long-term compensation
closely with the interest of our stockholders. The shares subject to
performance based vesting are to receive dividends and other distributions,
which will be accrued during the performance periods until the performance
goals have been achieved and the restriction is released by the Board.
In November 2007, the Compensation Committee provided grants, aligned
with this approach, with the following performance goals:
WEIGHTING OF
PERFORMANCE OVER
BASED GRANT TARGET PERFORMANCE
------------- ------ -----------
Revenue Growth 40% 5% 7%
Net Income Growth 20% 8% 10%
System Initiative 20% Planned cost savings n/a
Customer Service 20% Targeted improvement n/a
19
Achievement against these milestones will be measured on
September 30, 2009 based upon the cumulative average growth of financial
results over the past two fiscal years. The 30% of the grant that is time
vested will vest on September 30, 2009. As discussed above, the targeted
and over performance awards for each executive is determined by the
Compensation Committee based upon reviews of benchmarking data presented by
its independent compensation consultant on a position-by-position basis and
attempts to provide a benefit at a competitive level.
The Board has generally followed a practice of making all equity
grants to executive officers on a single date each year. Prior to the
relevant Board meeting, the Compensation Committee has reviewed an overall
stock award pool for all participating employees (approximately 16 in
fiscal 2008) and proposed individual grants to executives. Based on the
recommendations from the Compensation Committee, the Board reviews and
approves the overall pool and the individual equity grants to executives.
While most of our equity awards to NEOs have been made historically
pursuant to our annual grant program, the Compensation Committee and Board
retain the discretion to make additional awards to executives at other
times for recruiting or retention purposes. We do not have any program,
plan or practice to time "off-cycle" awards in coordination with the
release of material non-public information.
All equity awards are made pursuant to the Plan. Awards of equity to
employees below the executive level are made by our CEO, pursuant to
authority delegated by the Board and subject to the Board-approved
allocation.
Landauer's executive officers are subject to a stock ownership goal
of two times the executive's current annual base salary. The Compensation
Committee has established stock ownership guidelines for our NEOs as the
Committee believes that substantial ownership of the Company's stock will
further align the NEOs' interests with the interests of our stockholders.
Stock counted towards the ownership goal includes Landauer shares owned
outright or beneficially owned (i.e., held directly or indirectly with
spouse or minority aged dependent children) and grants of time- and/or
performance-based vested restricted shares. Unexercised stock options are
not counted in the calculation of an executive's ownership goal
achievement.
Participants shall not sell shares of Landauer stock before meeting
their applicable ownership goal (subject to approved exceptions). Upon
reaching the applicable ownership goal, the expectation is that the
targeted ownership will be maintained by the executive.
Exceptions may be approved in situations involving financial hardship
or limited estate planning transactions. Requests for exceptions will be
submitted to the Company's Senior Vice President and CFO for review by the
President and CEO on a case-by-case basis. Any exceptions approved by the
President and CEO will be reported to the Compensation Committee.
RETIREMENT PLANS: The NEOs participate in the full range of benefits
and are covered by the same plans (with exceptions noted) on the same terms
as provided to all of Landauer's U.S. salaried employees. The plans are
designed to provide an appropriate level of replacement income upon
retirement.
20
Our pension program includes a supplemental plan for certain
executives, which allows us to provide benefits comparable to those which
would be available under our IRS qualified plans if the IRS regulations did
not include limits on covered compensation and benefits. We refer to these
plans as "restoration plans" because they restore benefits that would
otherwise be available under the plans in which all of our U.S. salaried
employees are eligible to participate. These plans use the same benefit
formulas as our broad-based IRS qualified plans, and use the same types of
compensation to determine benefit amounts. Further discussion of these
plans can be found under the heading "Retirement Plans and Supplemental
Retirement Plan" on page 26 of this Proxy Statement.
POST-TERMINATION COMPENSATION: We have entered into severance
agreements with certain NEOs. NEOs that do not have individual severance
agreements with us are covered by our Severance Plan applicable to all
employees. These severance agreements and our Severance Plan provide for
payments and other benefits if the NEO's employment terminates for a
qualifying event or circumstance, such as being terminated without "Cause"
or leaving employment for "Good Reason," as these terms are defined in the
applicable severance agreement and the Severance Plan. Additional
information regarding these severance agreements and our Severance Plan,
including definitions of key terms and a quantification of benefits that
would have been received by our NEOs had termination occurred on
September 30, 2008, is found under the heading "Severance Agreements" on
page 28 of this Proxy Statement.
The Compensation Committee believes that these severance arrangements
are an important part of overall compensation for our NEOs. The
Compensation Committee believes that these arrangements will help to secure
the continued employment and dedication of our NEOs prior to or following a
change in control, notwithstanding any concern that they might have
regarding their own continued employment. The Compensation Committee also
believes that these arrangements are important as a recruitment tool and,
to a lesser extent, retention device, as many of the companies with which
we compete for executive talent have similar arrangements in place for
their senior employees. The Compensation Committee believes that these
benefits are simple to understand, transparent and fair to our stockholders
and each NEO.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Company has reviewed and discussed
the Compensation Discussion and Analysis required by Item 402(b) of
Regulation S-K with management and, based on such review and discussions,
the Compensation Committee recommended to the Board that the Compensation
Discussion and Analysis be included in this Proxy Statement.
MEMBERS OF THE COMPENSATION COMMITTEE:
Robert J. Cronin, Chairman
William G. Dempsey
Michael T. Leatherman
Thomas M. White
21
<table>
SUMMARY COMPENSATION TABLE
For Fiscal Year Ending September 30, 2008
<caption>
Change in
Pension
Value
Non- and Non-
Equity qualified
Incentive Deferred All
Plan Compen- Other
Stock Option Compen- sation Compen-
Bonus Awards Awards sation Earnings sation
Name and Salary (1) (2) (2) (3) (4) (5) Total
Principal Position Year ($) ($) ($) ($) ($) ($) ($) ($)
- ------------------ ---- -------- ------- ------- ------- --------- --------- -------- ----------
<s> <c> <c> <c> <c> <c> <c> <c> <c> <c>
William E. Saxelby
President and
Chief Executive
Officer. . . . . . . 2008 491,400 - 351,816 - 448,070 55,135 1,150 1,347,571
2007 437,122 - 157,889 - 284,514 66,447 1,460 947,432
Jonathon M. Singer
Senior Vice President
and Chief Financial
Officer. . . . . . . 2008 259,238 - 220,024 - 201,011 4,953 1,150 686,376
2007 236,716 75,000 142,320 - 133,159 8,587 1,150 596,932
Richard E. Bailey
Senior Vice President
- Operations . . . . 2008 172,157 - 85,163 - 158,869 14,547 1,219 431,955
2007 164,041 50,000 48,197 - 88,820 18,392 1,212 370,662
R. Craig Yoder
Senior Vice President
Marketing and
Technology . . . . . 2008 234,441 - 88,216 - 182,566 - 1,150 506,373
2007 224,887 - 53,029 1,033 119,050 33,963 1,150 433,112
22
<fn>
(1) Amounts earned under our 2000 Incentive Compensation Plan for Executive Officers, which prior to fiscal 2007
were reported in the "Bonus" column, are now reported in the "Non-Equity Incentive Plan Compensation"
column. Bonuses included in this column represent sign-on or discretionary bonuses.
(2) The dollar value of restricted stock and stock options set forth in these columns is equal to the
compensation cost recognized during each fiscal year for financial statement purposes in accordance with
SFAS 123R. A discussion of the assumptions used in the valuation of equity awards is set forth in Note 1 of
the Notes to Consolidated Financial Statements of our 2008 Annual Report on Form 10-K. One-third of equity
awards granted on March 13, 2007 were subject to the achievement of certain performance milestones that were
not met. The numbers of shares forfeited on this award during fiscal 2008 were as follows: Mr. Saxelby
(1,818), Mr. Singer (1,527), Mr. Bailey (727) and Dr. Yoder (691). The forfeiture of these awards resulted
in a decrease of stock-based compensation expense for fiscal 2008.
(3) Amounts set forth in this column were earned during fiscal 2008 and 2007 under the Landauer, Inc. Incentive
Compensation Plan and 2000 Incentive Compensation Plan for Executive Officers, respectively. The amounts
were each paid in November of the following fiscal year.
(4) Amounts solely represent the increase in the actuarial present value of the named executive officer's
accumulated benefit under the Company's defined benefit plans. Dr. Yoder had negative changes of $51,171
and $9,278 in the actuarial present value of his Supplemental Key Executive Retirement Plan for fiscal 2008
and 2007, respectively, and $24,849 in his Retirement Plan for fiscal 2008 that are not included in the
above disclosure.
(5) Amounts set forth in this column represent Company matching contributions to its 401(k) Plan.
23
</table>
<table>
GRANTS OF PLAN-BASED AWARDS
For Fiscal Year Ending September 30, 2008
<caption> Grant
All Other Date
Stock Fair
Estimated Future Payouts Estimated Future Payouts Awards: Value
Under Non-Equity Incentive Under Equity Incentive Number of Stock
Plan Awards (1) Plan Awards (2) of Shares and
--------------------------- --------------------------- of Stock Option
Thres- Thres- or Awards
hold Target Maximum hold Target Maximum Units (3) (4)
Name Grant Date ($) ($) ($) (#) (#) (#) (#) ($)
- ------------------ ---------- -------- -------- -------- -------- -------- -------- --------- --------
<s> <c> <c> <c> <c> <c> <c> <c> <c> <c>
William E. Saxelby - - 256,000 512,000
11/09/2007 - 6,510 19,401 332,336
11/09/2007 2,790 142,430
Jonathon M. Singer - - 104,650 209,300
11/09/2007 - 3,555 5,302 181,483
11/09/2007 1,523 77,749
Richard E. Bailey - - 82,710 165,420
11/09/2007 - 1,440 2,423 73,512
11/09/2007 617 31,498
R. Craig Yoder - - 94,077 188,155
11/09/2007 - 1,370 3,380 69,939
11/09/2007 587 29,966
<fn>
(1) Amounts set forth in these columns reflect the annual cash incentive compensation amounts that potentially
could have been earned during fiscal 2008 based upon the achievement of performance goals under the
Landauer, Inc. Incentive Compensation Plan. The amounts earned in fiscal 2008 by our named executives have
been determined and were paid in November 2008. The amounts paid are included in the "Non-Equity Incentive
Plan Compensation" column of the 2008 Summary Compensation Table.
(2) Equity awards granted on November 9, 2007 are restricted stock awards with performance-based restrictions
that vest on September 30, 2009 upon the achievement of certain performance milestones (as described on page
19 herein). The target amounts of these awards were granted under the Company's 2005 Long-Term Incentive
Plan.
(3) Equity awards granted on November 9, 2007 are restricted stock awards with time-based restrictions. These
awards were granted under the Company's 2005 Long-Term Incentive Plan and shall vest on September 30, 2009.
(4) The values are equal to the aggregate grant date fair value of restricted stock computed in accordance with
SFAS 123R. The values of equity incentive plan awards were determined assuming the target payouts. A
discussion of the calculation of the grant date fair value is set forth in Note 1 of the Notes to
Consolidated Financial Statements of our 2008 Annual Report on Form 10-K.
24
</table>
<table>
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
For Fiscal Year Ending September 30, 2008
<caption>
Option Awards Stock Awards
----------------------------------- -------------------------------------------------
Equity
Equity Incentive
Incentive Plan Awards:
Plan Market or
Awards: Payout
Market Number of Value of
Number of Value of Unearned Unearned
Securities Number of Shares or Shares, Shares
Underlying Shares or Units of Units Units or
Unexercised Units of Stock That or Other Other Rights
Options (#) Option Option Stock That Have Not Rights That That Have
Exercis- Exercise Expira- Have Not Vested Have Not Not Vested
Name able (1) Price ($) tion Date Vested (#) (2) ($) Vested (#) (2) ($)
- ------------------- ----------- ----------- ---------- ----------- ----------- ----------- ------------
<s> <c> <c> <c> <c> <c> <c> <c>
William E. Saxelby 50,000 48.68 09/28/2015 4,608 (3) 335,232 6,510 (4) 473,603
Jonathon M. Singer - - - 1,000 (5) 72,750 3,555 (4) 258,626
3,050 (3) 221,888
Richard E. Bailey - - - 500 (6) 36,375 1,440 (4) 104,760
1,344 (3) 97,776
R. Craig Yoder 8,000 34.50 11/05/2012 1,000 (7) 72,750 1,370 (4) 99,668
16,000 39.62 11/13/2013 1,278 (3) 92,975
16,000 46.80 12/03/2014
<fn>
(1) All options were fully vested prior to fiscal 2008.
(2) Amounts set forth in these columns equal the number of shares of restricted stock indicated multiplied
by the closing price of our common stock ($72.75) on September 30, 2008.
(3) Vests on September 30, 2009.
(4) Vests on September 30, 2009 based upon achievement of certain performance goals. For restricted stock
with performance conditions, the amounts assume the organization will achieve the performance criteria
at targeted levels and the granted shares of restricted stock will vest based upon the achievement of
the performance goals as described on page 19 of this Proxy Statement. The amounts disclosed are
not necessarily indicative of the amounts that may be realized by our named executives.
(5) 500 shares vest on each of October 17, 2008 and 2009.
(6) Vests on June 29, 2009.
(7) Vests on May 16, 2009.
25
</table>
OPTION EXERCISES AND STOCK VESTED
For Fiscal Year Ending September 30, 2008
Option Awards Stock Awards
------------------------- -------------------------
Number of Number of
Shares Value Shares Value
Acquired on Realized on Acquired on Realized on
Exercise Exercise Vesting Vesting
Name (#) (1) ($) (#) (2) ($)
- ------------------ ----------- ------------ ------------ ------------
William E. Saxelby - - 2,984 212,033
Jonathon M. Singer - - 2,452 156,893
Richard E. Bailey - - 728 51,812
R. Craig Yoder 10,000 275,520 691 49,178
(1) The value realized on the exercise of stock options is based on
the difference between the exercise price and the average of the
Company's high and low market price of its common stock on the date
of exercise.
(2) The value realized on the vesting of restricted stock awards is
based on the average of the Company's high and low market price of
its common stock on the date of vesting.
RETIREMENT PLANS AND SUPPLEMENTAL RETIREMENT PLAN
The Company provides a defined benefit pension plan for all employees
to provide an appropriate level of replacement income upon retirement and
also as an incentive for a long-term career with the Company, which is a
key objective. For key executives, the basic benefit has been supplemented
with a SERP to address U.S. tax law limitations placed on the benefits in
the general retirement program.
Benefits under the Company's defined benefit pension plan are based
upon the average of the annual rates of compensation in effect as of
October 1 of each year for the period of five consecutive years which
produces the highest such average and also based on years of service as set
forth below. U.S. tax law places limitations on the annual compensation
eligible for benefit consideration and on the aggregate annual amount
payable to an individual under qualified retirement plans.
The Company's supplemental retirement plan provides a monthly pension
which, when added to the pension payable from the qualified retirement
plan, provides a monthly pension of 2% of a participant's final pay,
adjusted to reflect a 5-year average of incentive pay, for each year of
service with the Company (up to a maximum of 25 years). In addition, the
benefit is reduced to reflect any distributions previously received from
the profit-sharing plan in 1987, and it is payable as a life annuity to
unmarried participants and as a 50% joint-and-survivor annuity to married
participants.
26
The Employee Retirement Income Security Act of 1974 places
limitations on benefits that may be paid under qualified retirement plans
like the Company's defined benefit plan. For that reason, Mr. Saxelby and
Dr. Yoder also participate in Landauer's supplemental key executive
retirement plan, under which a participant is entitled to such payments
during his life after retirement at age 65 as may be necessary, when added
to his benefits under other company-funded retirement or profit sharing
plans, to provide a minimum annual benefit equal to 50% of his highest
five-year average compensation (including incentive compensation) or final
year compensation (including five-year average incentive compensation),
whichever is greater. Such payments continue to a participant's spouse
after the participant's death, but at a percentage of 50%. Pursuant to the
terms of his employment agreement, Mr. Saxelby's benefit accrues at a rate
such that after the first five years of employment (or in the event of his
earlier termination by Landauer without cause or following a change in
control) he will be credited with 20 years of service, subject to certain
limitations.
PENSION BENEFITS
For Fiscal Year Ending September 30, 2008
Number of Present
Years Value of
Credited Accumulated
Service Benefit (1)
Name Plan Name (#) ($)
- ---- --------- --------- -----------
William E.
Saxelby Landauer, Inc. Supplemental Key
Executive Retirement Plan 3 136,411
Landauer, Inc. Retirement Plan 3 33,133
Jonathon M.
Singer Landauer, Inc. Retirement Plan 2 13,539
Richard E.
Bailey Landauer, Inc. Retirement Plan 3 51,096
R. Craig
Yoder Landauer, Inc. Supplemental Key
Executive Retirement Plan 26 405,479
Landauer, Inc. Retirement Plan 26 399,439
(1) Information on the valuation method and material assumptions applied
in calculating the present value of accumulated benefit is set forth
in Note 9 of the Notes to Consolidated Financial Statements of our
2008 Annual Report on Form 10-K.
OTHER COMPENSATION
Landauer does not provide any perquisites to its current executives.
27
SEVERANCE AGREEMENTS
Landauer has entered into employment agreements with certain of its
executives. Generally these agreements provide that in the event of
termination of employment under certain circumstances by Landauer other
than for cause, death, disability or voluntary termination, as defined, the
executive will be entitled to continuation of base salary, prorated or
average bonuses and certain other benefits. In the cases of termination
without cause and termination for good reason, the terms of Mr. Saxelby's
agreement provide for a lump-sum cash payment equal to two times the sum of
his base salary and the average of his annual incentive bonus earned for
the last three fiscal years. Mr. Singer's agreement provides a severance
payout amount upon termination for any reason, other than for cause, equal
to nine months base salary plus prorated target bonus for the fiscal year
in which termination occurs. Per the terms of Dr. Yoder's agreement, in
the cases of termination without cause and termination for good reason,
Landauer would continue to pay his base salary, bonus based on the average
of the prior three fiscal years bonuses as percentages of his base salary
during those prior three fiscal years, and all other benefits for a period
of twenty-four months following such termination, however, these amounts
may be offset, to a defined limit, by any compensation earned from
employment with a new employer during such severance period. If employment
had been terminated as of September 30, 2008, the lump sum cash payments
payable to Mr. Saxelby, Mr. Singer and Dr. Yoder under these agreements
would have had an estimated value of approximately $1,615,910, $299,079 and
$688,959, respectively. They are also entitled to receive other benefits,
such as vested pension, vested stock or options, and continuation of health
and life benefits, which are available to all employee's in those
situations.
On May 22, 2002, Landauer adopted the Landauer, Inc. Executive
Special Severance Plan (the "Severance Plan") in which certain of
Landauer's executives, including Mr. Saxelby, Mr. Singer, Mr. Bailey and
Dr. Yoder, participate. Under the Severance Plan, in the event of a change
in control if, (i) the executive's employment is terminated involuntarily
without cause or is terminated by the executive for good reason (as defined
in the plan) within two years following a change in control, or (ii) the
executive elects to terminate employment for any reason during the 30-day
period immediately following the one-year anniversary of a change in
control, the executive will receive a lump sum payment equal to three times
(in the case of Mr. Saxelby) or two times (in the case of Mr. Singer, Mr.
Bailey and Dr. Yoder) the sum of: (i) the highest annual rate of the
executive's base salary during the 12-month period immediately prior to his
termination and (ii) the greater of the executive's target annual bonus for
the year of termination or a bonus calculated based on the average of the
prior three fiscal years bonuses as percentages of the Employee's base
salary during those prior three fiscal years. In addition, the terminated
executive will become fully vested in his accrued benefit under the
supplemental key executive retirement plan (described above) and will
receive a lump sum payment equal to the actuarial equivalent of his accrued
benefit under that plan. The terminated executive also will receive
continued medical, dental and life insurance coverage for up to three years
(in the case of Mr. Saxelby) or up to two years (in the case of Mr. Singer,
Mr. Bailey and Dr. Yoder), as well as outplacement services. The Severance
Plan requires the executive to enter into a noncompetition/nonsolicitation
agreement and execute a general release of claims against Landauer and its
affiliates to receive the severance payments and benefits described above.
Additionally, the Severance Plan provides that, immediately upon a
change in control, all of the executive's outstanding stock options and
other equity awards become exercisable, or vested, in full, and any
outstanding stock options will remain exercisable until the earlier of the
first anniversary of the executive's termination of employment and the
original expiration date of the option.
28
For purposes of the Severance Plan, a "change in control" generally
means (i) certain acquisitions of 30% or more of the then outstanding
shares of Common Stock, (ii) a change in the Board of Directors resulting
in the incumbent directors ceasing to constitute at least a majority of the
Board of Directors, (iii) the consummation of a reorganization, merger or
consolidation, or sale or disposition of all or substantially all of the
assets of Landauer (unless, among other conditions, Landauer's stockholders
receive more than 60% of the stock of the resulting company) or (iv) the
consummation of a plan of complete liquidation or dissolution of Landauer.
The Severance Plan also provides that if any payment made under the
Severance Plan or otherwise to a covered executive would be subject to the
excise tax imposed under Section 4999 of the Internal Revenue Code,
Landauer will make an additional payment to the executive such that the
executive receives a net amount equal to the amount he would have received
if Section 4999 did not apply; provided, however, if the net after-tax
benefit to the executive would not exceed by at least 10% the net after-tax
proceeds without such additional payment and with a reduction of the
benefits to an amount such that no excise tax is payable, Landauer will not
make the additional payment and the executive's benefits will be reduced to
such amount.
PAYMENTS UPON TERMINATION FOLLOWING A CHANGE IN CONTROL
Assuming termination on September 30, 2008
Equity
with Retire- Continued
Acceler- ment Perquisites
Severance ated Plan and
Pay Vesting Benefits Benefits Total
Name (1) ($) (2) ($) (3) ($) (4) ($) ($)
- ------------ ---------- ---------- ---------- ---------- ----------
William E.
Saxelby 2,423,865 2,012,335 235,746 584,015 5,255,961
Jonathon M.
Singer 810,132 553,263 - 242,711 1,606,106
Richard E.
Bailey 547,278 238,911 - 40,312 826,501
R. Craig
Yoder 688,959 1,516,672 620,899 296,067 3,122,597
(1) Amounts represent lump-sum cash payments equal to three times base
salary (in the case of Mr. Saxelby) or two times base salary (in the
case of Mr. Singer, Mr. Bailey and Dr. Yoder) AND the greater of the
target annual bonus for the year of termination OR a bonus calculated
based on the average of the prior three fiscal years bonuses as
percentages of the Employee's base salary during those prior three
fiscal years.
(2) Amounts equal the number of shares of restricted stock outstanding at
September 30, 2008 multiplied by the closing price of our common
stock ($72.75) on September 30, 2008, and the gain on options
outstanding at September 30, 2008, assuming exercise at a price of
$72.75, for Mr. Saxelby ($1,203,500) and Dr. Yoder ($1,251,280). For
restricted stock with performance conditions, the amounts assume the
performance criteria will be achieved at target levels at the time of
a change in control.
(3) Amounts represent lump-sum cash payments equal to the actuarial
equivalent of the executive's accrued benefit under the Supplemental
Key Executive Retirement Plan.
(4) Amounts include continued medical, dental and life insurance coverage
for up to 3 years (Mr. Saxelby) and 2 years for all others, as well
as outplacement services and, in the cases of Mr. Saxelby,
Mr. Singer, and Dr. Yoder, excise tax gross ups.
29
COMPENSATION OF DIRECTORS
During fiscal 2008, each non-employee director was paid an annual
retainer in the amount of $30,000. Additionally, each Board and Committee
chair was paid an annual retainer in the amount of $4,000, and each non-
employee director was paid a fee in the amount of $1,000 per Board or
Committee meeting attended. Such fees are paid quarterly. Landauer
maintains a long-term incentive plan, revised in 2008 and approved by
stockholders, under which non-employee directors receive annual grants of
restricted stock or restricted stock units. In February 2008, non-employee
directors were each awarded grants of 700 restricted shares of Common Stock
that vest in full on the third anniversary of the award or the date of the
third succeeding annual meeting of stockholders, whichever is earlier. If
the director ceases to be a member of the Board for any reason other than
disability, retirement on or after age 70, or death, each Share subject to
the award that has not vested prior thereto shall be forfeited by the
director. Non-employee directors who are appointed to the Board at other
than the annual meeting date are granted a prorated award. For directors,
Landauer has a share ownership target of stock valued at three times their
annual retainer.
Landauer formerly maintained a directors' retirement plan that
provides certain retirement benefits for non-employee directors. This plan
was terminated in January 1997 and the only current director remaining in
the plan is Mr. Winfield, who is scheduled to retire in February 2009.
Benefits accrued under the retirement plan are frozen and will be payable
to participating directors at age 70 after their retirement.
30
DIRECTOR COMPENSATION
For Fiscal Year Ending September 30, 2008
Fees
Earned Stock
or Paid Awards
In Cash (3,4,5) Total
Name ($) ($) ($)
- -------------------------- ------- ------- -------
Robert J. Cronin 78,000 34,395 112,395
E. Gail de Planque (1) 38,500 81,351 119,851
Michael T. Leatherman (1) 5,720 2,531 8,251
David E. Meador (1) 3,720 2,531 6,251
Stephen C. Mitchell 70,000 33,634 103,634
Richard R. Risk (1) 38,500 81,351 119,851
Thomas M. White 60,000 34,395 94,395
Michael D. Winfield (2) 48,000 34,395 82,395
(1) Dr. de Planque resigned from her position as a director on
June 2, 2008. Mr. Leatherman and Mr. Meador were elected to the
Board of Directors on August 28, 2008. Mr. Risk is no longer a
director due to his passing on April 2, 2008.
(2) Mr. Winfield had a negative change of $1,430 in the actuarial
present value of his accumulated benefit under his Directors'
Retirement Plan that is not included in the above disclosure.
(3) The dollar value of restricted stock set forth in this column is
equal to the compensation cost recognized during fiscal 2008 for
financial statement purposes in accordance with SFAS 123R. A
discussion of the assumptions used in the valuation of equity awards
is set forth in Note 1 of the Notes to Consolidated Financial
Statements of our 2008 Annual Report on Form 10-K. All stock options
were fully vested and expensed in accordance with SFAS 123R prior to
fiscal 2008.
(4) The aggregate grant date fair values computed in accordance with
SFAS 123R for the shares of restricted stock that were granted during
fiscal 2008 were as follows: Mr. Cronin, Mr. Mitchell, Mr. White and
Mr. Winfield each $34,706; Mr. Leatherman and Mr. Meador each
$37,972; Dr. de Planque and Mr. Risk were each granted restricted
stock during fiscal 2008 with grant date fair values of $34,706, that
were also vested during fiscal 2008.
(5) The aggregate numbers of restricted stock and option awards
outstanding, respectively, at September 30, 2008 were as follows:
Mr. Cronin (2,100 and 4,500), Mr. Leatherman (571 and 0), Mr. Meador
(571 and 0), Mr. Mitchell (2,100 and 0), Mr. White (2,100 and 0) and
Mr. Winfield (2,100 and 4,500). Dr. de Planque and Mr. Risk had no
awards outstanding at September 30, 2008.
31
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information as of September 30, 2008
regarding the number of shares of Common Stock that may be issued under the
Company's equity compensation plans. All equity compensation plans have
been approved by the Company's stockholders.
(a) (b) (c)
-------------- ------------- ---------------
Number of
securities
remaining
available
for future
Number of Weighted- issuance
securities average under equity
to be issued exercise compensation
upon exercise price of plans
of outstanding outstanding (excluding
options, options, securities
warrants warrants reflected in
Plan category and rights (1) and rights column (2) (a))
- ------------- -------------- ------------- ---------------
Equity compensation
plans approved by
security holders 162,612 $ 44.94 494,658
Equity compensation
plans not approved
by security holders - - -
------- -------- --------
Total 162,612 $ 44.94 494,658
(1) Options listed here were issued under the Company's incentive plans
prior to approval of the new plan, the Landauer, Inc. Incentive
Compensation Plan, in February 2008.
(2) This amount represents shares of Common Stock available for issuance
of stock-based awards under the Landauer, Inc. Incentive Compensation
Plan. Any shares reserved for award and unused under the previous
incentive plans were cancelled.
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
As a matter of practice, the Board's Audit Committee is responsible
for review, approval or ratification of related person transactions for
which disclosure would be required under Item 404(a) of Regulation S-K.
The Company has not recently had any such transactions. If a transaction
should occur, management and the Audit Committee would assess the related
facts and only allow for transactions that are in the best interest of the
stockholders.
32
AUDIT COMMITTEE REPORT
Landauer's Audit Committee has reviewed and discussed with management
the Company's audited financial statements as of and for the fiscal year
ended September 30, 2008. Additionally, the Committee has reviewed and
discussed with management and the independent public accountants the
Company's unaudited interim financial statements as of and for the end of
each of the first three fiscal quarters for the year ended September 30,
2008. These discussions occurred prior to the issuance of news releases
reporting such quarterly results and prior to the filing of the quarterly
reports on Form 10-Q with the Securities and Exchange Commission.
The Committee discussed with PricewaterhouseCoopers LLP, our
independent registered public accounting firm, the matters required to be
discussed by the Statement on Auditing Standards No. 61, "Communication
with Audit Committees", as amended, of the Auditing Standards Board of the
American Institute of Certified Public Accountants.
The Committee received and reviewed the written disclosures and the
letter from the independent registered public accounting firm required by
applicable requirements of the Public Company Accounting Oversight Board
regarding the independent accountant's communications with the audit
committee concerning independence. In addition, the Committee considered
whether the provision by the independent accounting firm of non-audit
services is compatible with maintaining the independent accounting firm's
independence from management and the Company.
Based on the reviews and discussions referred to above, the Committee
recommended to the Board of Directors that the audited fiscal year-end
financial statements referred to above be included in the Company's Annual
Report on Form 10-K for the fiscal year ended September 30, 2008.
MEMBERS OF THE AUDIT COMMITTEE:
Thomas M. White, Chairman
David E. Meador
Stephen C. Mitchell
Michael D. Winfield
33
FEES BILLED BY INDEPENDENT PUBLIC ACCOUNTANTS
AUDIT FEES. PricewaterhouseCoopers LLP fees for fiscal 2008 were
$506,000 for professional services rendered for the audit of the Company's
annual financial statements and reviews of the interim financial statements
included in the Company's Quarterly Reports on Form 10-Q filed during the
fiscal year. For fiscal 2007, the fees in this category were approximately
$460,000.
AUDIT-RELATED FEES. PricewaterhouseCoopers LLP fees of $9,000 for
fiscal 2008 were reasonably related to agreed upon procedures in Australia.
There were approximately $23,000 in fees to the Company in this category
for fiscal 2007, including fees for procedures performed with respect to
the integration of the Company's IT systems and agreed upon procedures in
Australia.
TAX FEES. The Company incurred no fees for fiscal 2008 and 2007 for
professional services rendered by PricewaterhouseCoopers LLP for tax
compliance, tax advice and tax planning for the Company and its
subsidiaries.
ALL OTHER FEES. PricewaterhouseCoopers LLP fees to the Company were
approximately $41,000 for fiscal 2008 with respect to services, primarily
project management and project governance, related to the Company's IT
systems initiative to re-engineer various business processes and replace
components of its information technology systems that support customer
relationship management and the order-to-cash cycle. There were no fees in
this category for fiscal 2007.
All audit and non-audit services provided by the Company's principal
accountants must be pre-approved by the Audit Committee. Accordingly,
policies and procedures were established whereby the Committee approves
performance of all audit and non-audit services in advance. Based in part
on consideration of the non-audit services provided by
PricewaterhouseCoopers LLP during fiscal 2008 and 2007, the Committee
determined that such non-audit services were compatible with maintaining
the independence of PricewaterhouseCoopers LLP. The Committee approved
100% of the services described above. The Company believes that none of
the time expended on PricewaterhouseCoopers LLP's engagement to audit the
Company's financial statements for fiscal 2008 and 2007 was attributable to
work performed by persons other than PricewaterhouseCoopers LLP's full-
time, permanent employees.
34
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The stockholders will be asked at the Annual Meeting to ratify the
appointment by the Audit Committee of PricewaterhouseCoopers LLP as the
Company's independent registered public accounting firm for the fiscal year
ending September 30, 2009. PricewaterhouseCoopers LLP, One North Wacker,
Chicago, Illinois, has served as independent public accountants for
Landauer since fiscal 2002, and it will be recommended to the stockholders
that they ratify such appointment again. The Audit Committee, comprised of
David E. Meador, Stephen C. Mitchell, Thomas M. White and Michael D.
Winfield, has approved this appointment. Representatives of
PricewaterhouseCoopers LLP will be present at the meeting, will have the
opportunity to make a statement if they desire to do so, and will be
available to respond to appropriate questions.
If a quorum is present, in order to ratify the appointment of
PricewaterhouseCoopers LLP as Landauer's independent registered public
accounting firm for the fiscal year ending September 30, 2009, a majority
of the shares present in person or by proxy at the Annual Meeting and
entitled to vote on such proposal must vote in favor of it. Accordingly,
abstentions will have the same effect as votes against and broker non-votes
will reduce the number of shares considered present and entitled to vote on
the proposal.
THE BOARD OF DIRECTORS AND THE AUDIT COMMITTEE RECOMMEND A VOTE FOR
THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF LANDAUER FOR THE FISCAL
YEAR ENDING SEPTEMBER 30, 2009.
35
STOCKHOLDER PROPOSALS
Proposals to be presented by stockholders at the Annual Meeting
scheduled for February 4, 2010 must be received by Landauer in order to be
considered for inclusion in Landauer's proxy statement and form of proxy
relating to that meeting not later than August 25, 2009. Such proposals
may be included in next year's proxy statement if they comply with certain
rules and regulations of the Securities and Exchange Commission. In
addition, under Landauer's by-laws, nominations for directorships and
stockholder proposals to be acted on at the 2010 Annual Meeting may be made
only pursuant to written notice received at Landauer's principal office on
or after November 21, 2009 and on or before December 16, 2009.
Landauer's by-laws provide that notice of a stockholder nomination
for director must set forth, as to each person whom the stockholder
proposes to nominate for election or re-election as director, (i) the name,
age, business address and residence address of the person, (ii) the
principal occupation or employment of the person, (iii) the class and
number of shares of capital stock of the corporation that are beneficially
owned by the person and (iv) any other information relating to the person
that is required to be disclosed in solicitations for proxies for election
of directors pursuant to Schedule 14A under the Securities Exchange Act of
1934. Such notice must also set forth, as to the stockholder making the
nomination, (i) the name and record address of such stockholder and (ii)
the class and number of shares of capital stock of the corporation that are
beneficially owned by such stockholder. If the chairman of the stockholder
meeting determines that a stockholder nomination was not made in accordance
with the procedure set forth in the bylaws, he shall so declare to the
meeting and the defective nomination shall be disregarded.
Nominations for director and stockholder proposals should be directed
to Jonathon M. Singer, Secretary, Landauer, Inc., 2 Science Road, Glenwood,
Illinois 60425-1586.
MISCELLANEOUS
Landauer's Proxy Statement and 2008 Annual Report on Form 10-K have
been made available to stockholders on the Internet beginning on or around
December 23, 2008.
The Board of Directors does not know of any business that will come
before the meeting except the matters described in the notice. If other
business is properly presented for consideration at the meeting, it is
intended that the proxies will be voted by the persons named therein in
accordance with their judgment on such matters.
In the event that a quorum is not present when the meeting is
convened, it is intended that the proxies will be voted in favor of
adjourning the meeting from time to time until a quorum is obtained.
JONATHON M. SINGER
Senior Vice President,
Treasurer, Secretary and
Chief Financial Officer
December 23, 2008
36
APPENDIX
--------
LANDAUER, INC. VOTE BY INTERNET - www.proxyvote.com
2 SCIENCE ROAD Use the Internet to transmit your voting
GLENWOOD, IL 60425-1586 instructions and for electronic delivery
of information up until 11:59 P.M. Eastern
Time, February 4, 2009. Have your proxy
card in hand when you access the web site
and follow the instructions to obtain
your records and to create an electronic
voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs
incurred by our company in mailing proxy
materials, you can consent to receiving all
future proxy statements, proxy cards and
annual reports electronically via e-mail or
the Internet. To sign up for electronic
delivery, please follow the instructions
above to vote using the Internet and, when
prompted, indicate that you agree to receive
or access proxy materials electronically in
future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your
voting instructions up until 11:59 P.M.
Eastern Time, February 4, 2009. Have your
proxy card in hand when you call and then
follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and
return it in the postage-paid envelope we
have provided or return it to Vote
Processing, c/o Broadridge, 51 Mercedes Way,
Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
LNDER1 KEEP THIS PORTION FOR YOUR RECORDS
- -------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
LANDAUER, INC.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" ITEMS 1 AND 2.
VOTE ON DIRECTORS FOR WITHHOLD
ALL ALL
1. Election of Directors [ ] [ ]
NOMINEES: FOR ALL
EXCEPT To withhold authority to
01) Stephen C. Mitchell vote for any individual
02) Thomas M. White [ ] nominee(s), mark "For All
Except" and write the
number(s) of the nominee(s)
on the line below.
------------------------
VOTE ON PROPOSAL
2. To ratify the appointment FOR AGAINST ABSTAIN
of PricewaterhouseCoopers
LLP as the independent [ ] [ ] [ ]
registered public accounting
firm of the Company for
the fiscal year ending
September 30, 2009.
NOTE: Please sign exactly as your
name appears hereon. When shares
are registered in the names of two
or more persons, whether as joint
tenants, as community property or
otherwise, both or all of such
persons should sign. When signing
as attorney, executor, administrator,
trustee, guardian or another fiduciary
capacity, please give full title as
such. If a corporation, please sign
in full corporate name by President
or other authorized person. If a
partnership, please sign in partner-
ship name by authorized person.
- ------------------------------ ------------------------------
| | | | | |
- ------------------------------ ------------------------------
Signature Date Signature Date
[PLEASE SIGN WITHIN BOX] (Joint Owners)
PROXY
LANDAUER, INC.
SHARES OWNED THROUGH THE LANDAUER, INC.
401(k) RETIREMENT SAVINGS PLAN
To: State Street Bank and Trust Company, Trustee of
the Landauer, Inc. 401(k) Retirement Savings Plan.
As a participant in the Landauer, Inc. 401(k) Retirement Savings Plan, I
direct State Street Bank and Trust Company, Trustee, to vote, as directed
on this card, the shares of Landauer, Inc. common stock which are allocated
to my account, at the Annual Meeting of Stockholders to be held on
February 5, 2009 at the office of Sidley Austin LLP, Conference Center, One
South Dearborn Street, Chicago, Illinois at 2 o'clock p.m., local time, and
at any adjournments thereof. In its discretion it is authorized to vote
upon any other business that properly may come before the meeting upon
proper notice. I understand that these instructions shall be held in the
strictest confidence by the Trustee. If I do not return the proxy card,
the Trustee will vote allocated shares for which it receives no written
instructions in the same proportion as the allocated shares for which
voting instructions have been received.
IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING: The proxy materials for the Landauer, Inc. Annual Meeting
of Stockholders, including our Annual Report and Proxy Statement, are
available over the Internet. To view the proxy materials or vote online or
by telephone, please follow the instructions on the Notice of Internet
Availability of proxy materials.
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LNDER2
PROXY
LANDAUER, INC.
ANNUAL MEETING OF STOCKHOLDERS
Thursday, February 5, 2009
2:00 P.M. Local Time
Sidley Austin LLP, Conference Center
One South Dearborn Street
Chicago, Illinois
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints Robert J. Cronin and Jonathon M. Singer, and each
of them, the attorneys and proxies of the undersigned, with power of
substitution to vote all the shares of Landauer, Inc. which the undersigned
is entitled to vote at the Annual Meeting of Stockholders to be held on
February 5, 2009 at the office of Sidley Austin LLP, Conference Center, One
South Dearborn Street, Chicago, Illinois at 2 o'clock p.m. and at any
adjournments thereof.
Receipt of the Notice of Annual Meeting and the accompanying Proxy
Statement is acknowledged.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR LISTED IN
PROPOSAL 1 AND FOR PROPOSAL 2. ADDITIONALLY, THE VOTES ENTITLED TO BE CAST
BY THE UNDERSIGNED WILL BE CAST IN THE DIRECTION OF THE PROXY HOLDER ON ANY
OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
PLEASE COMPLETE, SIGN AND DATE ON REVERSE SIDE
AND MAIL IN ENCLOSED ENVELOPE.