1.
|
elect
eight directors to the Board of Directors, each to serve a
one-year term or until their successors have been elected and
qualified;
|
2.
|
ratify
the retention of Ernst & Young LLP, certified public accountants, as
our independent registered public accounting firm for the 2008 fiscal
year; and
|
3.
|
consider
any other business which may properly arise at the Annual
Meeting.
|
a)
|
mail
(i) a new proxy card with a later date or (ii) a written revocation
addressed to:
|
b)
|
attend
the Annual Meeting and vote in
person.
|
Name and
age
|
|
Wilson
B. Sexton (71)
|
§ Chairman
and director since 1993
§ Our
Chief Executive Officer from 1999 to 2001
§ Director
of Beacon Roofing Supply, Inc. and Houston Wire and Cable
Company
|
Andrew
W. Code (49)
|
§ Director
since 1993
§ Partner
of Code, Hennessy & Simmons, LLC, a Chicago-based private equity
firm
§ Director
of The Hillman Companies, Inc.
|
James
J. Gaffney (67)
|
§ Director
since 1998
§ Chairman
of Imperial Sugar Company, and director of Beacon Roofing Supply, Inc.,
and Armstrong World Industries
§ From
1997 to 2003, vice chairman of Viking Pacific Holdings, Ltd., chairman of
Vermont Investments, Ltd. and provided consulting services to GS Partners
II, L.P. and other affiliated investment funds
|
George
T. Haymaker, Jr. (70)
|
§ Director
since 2004
§ Director
of Hayes Lemmerz International, Inc.
§ From
2000 to 2007, non-executive chairman of Safelite Group, Inc., and from
2001 to 2006, chairman of Kaiser Aluminum Corporation
|
Manuel
J. Perez de la Mesa (50)
|
§ Director
since 2001
§ Our
Chief Executive Officer since 2001
§ Our
President since 1999
§ Our
Chief Operating Officer from 1999 to 2001
§ Director
of American Reprographics Company
|
Name and
age
|
|
Harlan
F. Seymour (58)
|
§ Director
since 2003
§ Chairman
of ACI Worldwide, Inc. (ACI)
§ From
2001 to 2007, conducted personal investments and business advisory
services through
HFS LLC
|
Robert
C. Sledd (55)
|
§ Director
since 1996
§ Chairman
of Performance Food Group Company (PFG) since 1995 and director since
1987
§ Chief
Executive Officer of PFG from 1987 to 2001 and from 2004 to
2006
§ Director
of Owens and Minor Inc.
|
John
E. Stokely (55)
|
§ Director
since 2000
§ Our
Lead Independent Director
§ Director
of PFG, O’Charley’s Inc. and ACI
§ From
1999 to 2007, president of JES, Inc., an investment and consulting
firm
|
Name and
age
|
Positions and recent
business experience
|
A.
David Cook (52)
|
Group
Vice President
§ Group
Vice President since 2007
§ Vice
President from 1997 to 2007
§ Director
of National Sales Development of our principal operating subsidiary from
1993 to 1997
|
Mark
W. Joslin (48)
|
Vice
President, Chief Financial Officer
§ Vice
President, Chief Financial Officer since 2004
§ Vice
President of Corporate Development of Eastman Chemical Company (Eastman)
from
2002 to 2004
§ Vice
President and Controller of Eastman from 1999 to 2002
|
Stephen
C. Nelson (61)
|
Vice
President
§ Vice
President since 2002
§ General
Manager from 1998 to 2006
|
Kenneth
G. St. Romain (45)
|
Group
Vice President
§ Group
Vice President since 2007
§ General
Manager from 2001 to 2007
§ Regional
Manager from 1987 to 2001
|
Christopher
W. Wilson (53)
|
Group
Vice President
§ Group
Vice President since 2007
§ Vice
President from 2002 to 2007
§ General
Manager from 1998 to 2007
|
Jennifer
M. Neil (34)
|
General
Counsel, Secretary
§ General
Counsel since 2003
§ Secretary
since 2005
|
(i)
|
preside
at any meetings of the Board’s independent
directors;
|
(ii)
|
assign
tasks to the Board’s committees;
and
|
(iii)
|
perform
such other functions as the Board may direct, including recommending
agenda items for Board meetings.
|
Audit
Committee
|
Compensation
Committee
|
Nominating
and
Corporate
Governance
Committee
|
Strategic
Planning
Committee
|
|
Andrew
W. Code
|
√
|
|||
James
J. Gaffney
|
√
|
Chair
|
||
George
T. Haymaker
|
Chair
|
|||
Harlan
F. Seymour
|
√
|
√
|
√
|
|
Robert
C. Sledd
|
√
|
√
|
||
John
E. Stokely
|
Chair
|
√
|
||
2007
meetings
|
13
|
4
|
2
|
6
|
§
|
management’s
process for ensuring the integrity of our financial
statements;
|
§
|
the
independent registered public accounting firm’s qualifications and
independence;
|
§
|
the
performance of our internal audit function and independent registered
public accounting firm; and
|
§
|
management’s
process for ensuring our compliance with legal and regulatory
requirements.
|
§
|
identifying
individuals qualified to become Board
members;
|
§
|
recommending
to the Board director nominees for the next annual meeting of
stockholders;
|
§
|
assisting
the Board in the areas of committee member
selection;
|
§
|
evaluation
of the overall effectiveness of the Board and committees of the Board;
and
|
§
|
review
and consideration of corporate governance
practices.
|
§
|
relevant
educational, business and industry
experience;
|
§
|
demonstrated
character and judgment;
|
§
|
whether
the nominee is independent for NASDAQ purposes;
and
|
§
|
for
incumbent directors whose terms are set to expire, the director’s overall
service to us during his term,
including
the number of meetings attended,
level of participation and quality of
performance.
|
Number
of Shares
Beneficially
Owned
|
Percentage
of Outstanding
Common
Stock
|
||
Wilson
B. Sexton
|
1,045,624
|
(1)
|
2.2%
|
Andrew
W. Code
|
210,983
|
(2)
|
*
|
James
J. Gaffney
|
82,670
|
(3)
|
*
|
George
T. Haymaker, Jr.
|
32,920
|
(4)
|
*
|
Manuel
J. Perez de la Mesa
|
1,379,386
|
(5)
|
2.8%
|
Robert
C. Sledd
|
402,183
|
(6)
|
*
|
John
E. Stokely
|
103,233
|
(7)
|
*
|
Harlan
F. Seymour
|
52,045
|
(8)
|
*
|
A.
David Cook
|
228,725
|
(9)
|
*
|
Mark
W. Joslin
|
17,539
|
*
|
|
Stephen
C. Nelson
|
97,905
|
(10)
|
*
|
Christopher
W. Wilson
|
76,432
|
(11)
|
*
|
Baillie
Gifford & Co.
|
6,015,927
|
(12)
|
12.7%
|
Columbia
Wanger Asset Management, L.P.
|
4,200,000
|
(13)
|
8.8%
|
Invesco
Ltd.
|
2,918,934
|
(14)
|
6.1%
|
T.
Rowe Price Associates, Inc.
|
2,519,445
|
(15)
|
5.3%
|
TimesSquare
Capital Management, LLC
|
4,205,645
|
(16)
|
8.9%
|
Wasatch
Advisors, Inc.
|
3,530,921
|
(17)
|
7.4%
|
All
executive officers and directors as a group (17 persons)
|
4,504,847
|
(18)
|
9.5%
|
1.
|
Includes
(i) 507,750 shares that may be acquired upon the exercise of presently
exercisable options or the exercise of options which will become
exercisable on or before April 14, 2008 all of which are held by a trust
for which Mr. Sexton serves as trustee for the benefit of his children;
(ii) 31,000 shares held directly by a charitable foundation over which Mr.
Sexton has voting and investment power with respect to such shares; and
(iii) 501,977 shares held by a trust for which Mr. Sexton serves as
trustee for the benefit of his children. Also includes 152,000
shares that are pledged as
security.
|
2.
|
Includes
(i) 14,167 shares that Mr. Code has the right to acquire upon the exercise
of presently exercisable options or the exercise of options which will
become exercisable on or before April 14, 2008; (ii) 70,231 shares held
directly by a charitable foundation of which Mr. Code is a director,
president and the sole member (although neither Mr. Code nor any members
of his immediate family have a pecuniary interest in such shares); and
(iii) 3,415 shares held by Mr. Code’s
son.
|
3.
|
Includes
38,875 shares that Mr. Gaffney has the right to acquire upon the exercise
of presently exercisable options or the exercise of options which will
become exercisable on or before April 14,
2008.
|
4.
|
Includes
29,750 shares that Mr. Haymaker has the right to acquire upon the exercise
of presently exercisable options or the exercise of options which will
become exercisable on or before April 14,
2008.
|
5.
|
Includes
969,375 shares that Mr. Perez de la Mesa has the right to acquire upon the
exercise of presently exercisable options or the exercise of options which
will become exercisable on or before
April 14, 2008. Also includes 11,030 shares
beneficially owned by Mr. Perez de la Mesa’s wife and children and 359,475
shares held by an irrevocable trust for which Mr. Perez de la Mesa is the
beneficiary and has voting power.
|
6.
|
Includes
182,119 shares that Mr. Sledd has the right to acquire upon the exercise
of presently exercisable options or the exercise of options which will
become exercisable on or before April 14, 2008. Also includes
102,937 shares that are held in three trusts for the benefit of Mr.
Sledd’s children, for which Mr. Sledd serves as the
trustee.
|
7.
|
Includes
96,688 shares that Mr. Stokely has the right to acquire upon the exercise
of presently exercisable options or the exercise of options which will
become exercisable on or before April 14,
2008.
|
8.
|
Includes
48,875 shares that Mr. Seymour has the right to acquire upon the exercise
of presently exercisable options or the exercise of options which will
become exercisable on or before April 14,
2008.
|
9.
|
Includes
124,500 shares that Mr. Cook has the right to acquire upon the exercise of
presently exercisable options or the exercise of options which will become
exercisable on or before April 14, 2008. Also includes 76,177
shares that are pledged as security and 1,701 shares beneficially owned by
Mr. Cook’s wife.
|
10.
|
Includes
(i) 77,531 shares that Mr. Nelson has the right to acquire upon exercise
of presently exercisable options or the exercise of options which will
become exercisable on or before April 14, 2008; (ii) 437 shares held by
Mr. Nelson’s daughter; (iii) 84 shares held by Mr. Nelson’s grandson; (iv)
500 shares which are held by a family trust over which Mr. Nelson
serves as co-trustee; and (v) 9,437 shares held by a family trust, over
which Mr. Nelson serves as a co-trustee and of which his wife is a
beneficiary.
|
11.
|
Includes
54,750 shares that Mr. Wilson has the right to acquire upon the exercise
of presently exercisable options or the exercise of options which will
become exercisable on or before April 14,
2008.
|
12.
|
Based
upon such holder’s Schedule 13G/A filed with the SEC on February 6,
2008. As investment advisor, Baillie Gifford & Co.,
(Baillie) has sole voting power over 4,519,040 of the shares and sole
dispositive power with respect to all shares. The business
address of Baillie is Calton Square, 1 Greenside Row, Edinburgh EH1 3AN,
Scotland, UK.
|
13.
|
Based
upon such holder’s Schedule 13G/A filed with the SEC on January 29,
2008. As investment advisor, Columbia Wanger Asset Management,
L.P. (Columbia) has sole voting power over 4,000,000 shares and sole
dispositive power with respect to all shares. The shares
reported herein include the shares held by Columbia Acorn Trust (CAT), a
Massachusetts business trust that is advised by Columbia. CAT
holds 7.19% of our outstanding Common Stock. The business
address of Columbia is 227 West Monroe Street, Suite 3000, Chicago,
Illinois 60606.
|
14.
|
Based
upon such holder’s Schedule 13G filed with the SEC on February 13,
2008. As investment advisor, Invesco, Ltd (Invesco) has
beneficial ownership of 2,918,934 shares (6.14%) with sole voting power
over 2,918,810 of such shares and sole dispositive power with respect to
all shares. The business address of Invesco is 1360 Peachtree
Street NE,
Atlanta, GA 30309.
|
15.
|
Based
upon such holder’s Schedule 13G/A filed with the SEC on February 12,
2008. These securities are owned by various individual and
institutional investors for which T. Rowe Price Associates, Inc. (Price
Associates) serves as investment adviser with power to direct investments
and/or sole power to vote the securities. Under the reporting
requirements of the Exchange Act, Price Associates is considered to be the
beneficial owner of these securities; however, Price Associates expressly
disclaims that it is, in fact, the beneficial owner of such
securities. The business address of Price Associates is
100 East Pratt Street, Baltimore, Maryland
21202.
|
16.
|
Based
upon such holder’s Schedule 13G/A filed with the SEC on January 31,
2008. All of the shares reported are owned by investment
advisory clients of TimesSquare Capital Management, LLC (TimesSquare) and
such clients have the right to receive dividends from and proceeds from
the sale of such shares. To TimesSquare’s knowledge, the
interest of no one of the clients relates to more than 5% of the
class. In its role as investment adviser, TimesSquare has sole
voting power over 3,574,617 shares and dispositive power with respect to
all shares. The business address of TimesSquare is Four Times
Square, 25th
Floor, New York,
New York 10036.
|
17.
|
Based
upon such holder’s Schedule 13G/A filed with the SEC on February 14,
2008. As investment advisor, Wasatch Advisors, Inc. (Wasatch)
has voting and dispositive power with respect to all
shares. The business address of Wasatch is 150 Social Hall
Avenue, Salt Lake City, Utah 84111.
|
18.
|
Includes
2,630,136 shares that such persons have the right to receive upon the
exercise of presently exercisable options or the exercise of options which
will become exercisable on or before
April 14, 2008. Also includes 974,326 shares held in
family trusts, 101,231 shares held in charitable foundations and 53,294
shares held by family members of such
persons.
|
Plan
category
|
Number
of shares of
Common
Stock to be issued
upon
exercise of outstanding options, warrants and rights
|
Weighted-average
exercise price of outstanding options, warrants and rights
($)
|
Number
of shares of Common Stock remaining available for future issuance
under equity compensation plans
|
|
Equity
compensation plans approved by stockholders
|
||||
2007
Long-Term Incentive Plan (2007 LTIP)
|
271,425
|
37.85
|
1,181,174(1)
|
|
2002
Long-Term Incentive Plan (2002 LTIP)
|
2,444,531
|
25.58
|
—
|
|
1998
Stock Option Plan
|
2,713,661
|
7.37
|
—
|
|
1995
Stock Option Plan
|
37,274
|
2.67
|
—
|
|
Employee
Stock Purchase Plan
|
—
|
—
|
455,270
|
|
Non-Employee
Directors Equity Incentive Plan
|
410,474
|
17.90
|
—
|
|
Equity
compensation plans not approved by stockholders
|
—
|
—
|
—
|
|
TOTAL |
5,877,365
|
17.05
|
1,636,444
|
1.
|
Includes
37,599 shares that may be issued as restricted
stock
|
§
|
compensation,
benefits, performance and corporate goals and objectives of executive
officers and senior managers;
|
§
|
our
Compensation Discussion and
Analysis;
|
§
|
the
Committee’s Compensation Report;
|
§
|
the
Committee’s composition, independence and self-evaluation
results;
|
§
|
non-employee
director compensation;
|
§
|
our
incentive compensation plans and equity-based
plans;
|
§
|
equity
grants;
|
§
|
new
compensation related rules and pronouncements;
and
|
§
|
other
items and organizational duties that may
arise.
|
§
|
organizational
planning and development of senior management, including succession
planning;
|
§
|
equity
grants, if any; and
|
§
|
other
items and organizational duties that may
arise.
|
§
|
the
Committee’s Charter;
|
§
|
equity
grants, if any;
|
§
|
an
initial draft of our Compensation Discussion and
Analysis;
|
§
|
new
compensation related rules and
pronouncements;
|
§
|
the
Committee’s self-evaluation process;
and
|
§
|
other
items and organizational duties that may
arise.
|
§
|
pay-for-performance;
|
§
|
employee
retention;
|
§
|
cost
management;
|
§
|
internal
equity among employees;
|
§
|
alignment
with shareholders’ interests; and
|
§
|
continued
focus on effective corporate
governance.
|
▪ Airgas, Inc. | ▪ Patterson Companies, Inc. | |
▪ Beacon Roofing Supply, Inc. | ▪ Performance Food Group Company | |
▪ Central Garden and Pet Company | ▪ PSS World Medical, Inc. | |
▪ Fastenal Company | ▪ Uap Holding Corp. | |
▪ Interline Brands, Inc. | ▪ Watsco, Inc. | |
▪ MSC Industrial Direct Company Inc. |
§
|
set
pay levels that are necessary to attract, retain and motivate highly
qualified executives considering the overall market
competitiveness
for
executive talent while balancing the relationship between total
shareholder return and direct
compensation;
|
§
|
align
executive pay with shareholders’
interests;
|
§
|
recognize
superior individual and group
performance;
|
§
|
balance
short-term and long-term compensation to complement our annual and
long-term business objectives and strategies and encourage
the
fulfillment of our objectives and strategies through executive
performance;
|
§
|
offer
compensation opportunities based on our performance;
and
|
§
|
encourage
equity participation by executives.
|
§
|
base
salary;
|
§
|
annual
cash incentive (bonus);
|
§
|
long-term
equity incentive (stock options or restricted
shares);
|
§
|
long-term
non-equity incentive (SPIP); and
|
§
|
benefits.
|
§
|
specific
Company financial measures; and
|
§
|
certain
business objectives.
|
Diluted
Earning per Share (1)
|
Operational
Cash
Flow (2)
|
Return
on Total Assets (3)
|
Other
Specific Business Objectives(4)
|
Maximum
Opportunity
|
|||||||
$2.00
|
$2.05
|
$2.10
|
$2.15
|
$80M
|
$100M
|
20%
|
21%
|
22%
|
|||
Mr.
Perez de la Mesa
|
15%
|
30%
|
45%
|
60%
|
0%
|
10%
|
3.5%
|
7%
|
10%
|
20%
|
100%
|
Mr.
Joslin
|
10
|
20
|
30
|
40
|
0
|
10
|
3.5
|
7
|
10
|
40
|
100
|
Mr.
Cook
|
12.5
|
25
|
37.5
|
50
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
50
|
100
|
Mr.
Nelson
|
12.5
|
25
|
37.5
|
50
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
50
|
100
|
Mr.
Wilson
|
12.5
|
25
|
37.5
|
50
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
50
|
100
|
1.
|
Based
on our diluted earnings per share for the year ended December 31, 2007,
with pro-forma adjustments deemed appropriate by the
Committee.
|
2.
|
Based
on our net cash provided by operating activities for the year ended
December 31, 2007, with pro-forma adjustments deemed appropriate by the
Committee.
|
3.
|
Based
on our return on total assets for the year ended December 31, 2007, which
is calculated by dividing 2007 pre-tax income by average total assets,
with pro-forma adjustments as necessary to account for non-operating
activities that affect return on assets. We calculate average
total assets by dividing the sum of total assets at each month end by
twelve.
|
4.
|
Each
executive’s respective business objectives reflect operational
improvements related to their specific
responsibilities.
|
§
|
organization
planning and development (10%); and
|
§
|
strategic
plan development (10%).
|
§
|
treasury
and investor relations (8%);
|
§
|
financial,
audit and tax management (8%);
|
§
|
human
resources (8%);
|
§
|
business
support (8%); and
|
§
|
expense
management (8%).
|
§
|
group
operating profit and return on assets
(35%);
|
§
|
sales
and marketing initiatives (10%);
and
|
§
|
organizational
planning and development (5%).
|
§
|
inventory
(12.5%);
|
§
|
budget
objectives (15%);
|
§
|
specific
operations objectives (12.5%); and
|
§
|
strategic
plan coordination (10%).
|
§
|
group
operating profit and return on assets
(35%);
|
§
|
sales
and marketing initiatives (10%);
and
|
§
|
organization
planning and development (5%).
|
Length
of Service to the Company
|
Option
Vesting Schedule
|
Less
than five years
|
100%
vest five years after the grant date
|
More
than five years
|
50%
vest three years after the grant date
50%
vest five years after the grant
date
|
Name
and Principal Position
|
Year
|
Salary
($)
|
Non-Equity
Incentive
Plan
Compensation(1)
($)
|
Stock
Awards(2)
($)
|
Option
Awards(3)
($)
|
All Other
Compensation(5)
($)
|
Total
($)
|
|
Manuel
J. Perez de la Mesa
|
2007
|
390,000
|
117,000
|
—
|
759,478
|
61,040
|
1,327,518
|
|
President
and Chief
|
2006
|
367,500
|
238,875
|
—
|
751,975
|
48,305
|
1,406,655
|
|
Executive
Officer
|
2005
|
350,000
|
332,500
|
—
|
718,392
|
39,717
|
1,440,609
|
|
Mark
W. Joslin
|
2007
|
225,000
|
67,500
|
37,320
|
186,934
|
36,451
|
553,205
|
|
Chief
Financial Officer
|
2006
|
210,000
|
128,100
|
41,464
|
152,717
|
35,719
|
568,000
|
|
and
Vice President
|
2005
|
200,000
|
176,900
|
93,987
|
93,007
|
32,102
|
595,996
|
|
A.
David Cook
|
2007
|
240,000
|
72,000
|
81,161(4)
|
205,447(4)
|
31,628
|
630,236
|
|
Group
Vice President
|
2006
|
210,000
|
131,250
|
32,501
|
198,097(4)
|
36,113
|
607,961
|
|
2005
|
200,000
|
190,000
|
32,501
|
190,732
|
28,883
|
642,116
|
||
Stephen
C. Nelson
|
2007
|
200,000
|
60,000
|
98,467(4)
|
209,523(4)
|
29,501
|
597,491
|
|
Vice
President
|
2006
|
180,000
|
111,600
|
13,000
|
133,589(4)
|
27,846
|
466,035
|
|
2005
|
160,000
|
139,200
|
13,000
|
90,539
|
28,383
|
431,122
|
||
Christopher
W. Wilson
|
2007
|
210,000
|
63,000
|
68,323(4)
|
160,816(4)
|
32,170
|
534,309
|
|
Group
Vice President
|
2006
|
180,000
|
90,000
|
13,000
|
117,468(4)
|
31,086
|
431,554
|
|
2005
|
170,000
|
144,500
|
13,000
|
90,695
|
26,914
|
445,109
|
1.
|
Consists
of amounts earned under our annual bonus program. There were no
payouts under the SPIP, our long-term non-equity incentive plan, for the
2006 and 2007 performance periods.
|
2.
|
Amounts
shown do not reflect compensation actually received by the
officers. Instead, these amounts reflect the dollar amount
recognized for financial statement reporting purposes in accordance with
Statement of Financial Accounting Standards (SFAS) 123(R), Share-Based
Payments, for the fiscal years ended December 31, 2007,
2006 and 2005, respectively, except that the impact of estimated
forfeitures related to service-based vesting conditions is
excluded. We calculated the share-based compensation expense
for stock awards based on the fair value of the awards on the respective
grant dates.
|
3.
|
Amounts
shown do not reflect compensation actually received by the
officers. Instead, these amounts reflect the dollar amount
recognized for financial statement reporting purposes in accordance with
SFAS 123(R) for the fiscal years ended December 31, 2007, 2006 and
2005, respectively. These amounts include share-based
compensation expense for awards granted in and prior to
2007. Assumptions used in the calculation of the estimated fair
value of option awards granted in 2005, 2006 and 2007 are included in
footnote 7 to the Company’s audited financial statements included in Item
8 of the Company’s Annual Report on Form 10-K filed with the Securities
and Exchange Commission on February 29,
2008.
|
4.
|
Amounts
shown reflect partial acceleration of share-based compensation expense for
awards granted in 2006 and 2007. Since these employees will
become eligible for retirement (as defined by the retirement provisions
within the stock option and restricted stock agreements for awards granted
under our 2007 LTIP) prior to the vest date(s) of these awards, we
recognize the share-based compensation expense ratably over the implied
requisite service period in accordance with
SFAS 123(R). The implied requisite service period is the
period between the grant date and the date the employee becomes eligible
for retirement.
|
5.
|
For
detail of the major components of this category, see the All Other
Compensation Table below. Mr. Perez de la Mesa’s 2007 total
also includes $17,622 in other compensation related to his purchase of a
vehicle previously owned by the Company. Mr. Joslin’s 2006
total also includes $3,012 in other compensation related to a discount on
pool products purchased from the
Company.
|
|
The
following table describes the major components of the All Other
Compensation column of the Summary Compensation
Table:
|
Name
|
Year
|
Company
Paid
Insurance
Premiums
($)
|
Registrant
Contributions to Defined Contribution Plans
($)
|
Vehicle
Lease, Maintenance and Insurance Expense or Automobile Allowance for a
Vehicle Used for Both Business and Personal Purposes
($)
|
Manuel
J. Perez de la Mesa
|
2007
|
3,327
|
25,061
|
15,030
|
2006
|
2,314
|
28,000
|
17,991
|
|
2005
|
5,489
|
16,804
|
17,424
|
|
Mark
W. Joslin
|
2007
|
3,218
|
14,124
|
19,109
|
2006
|
2,314
|
12,240
|
18,153
|
|
2005
|
5,489
|
9,308
|
17,305
|
|
A.
David Cook
|
2007
|
3,357
|
9,000
|
19,271
|
2006
|
1,843
|
13,985
|
20,285
|
|
2005
|
3,695
|
9,331
|
15,857
|
|
Stephen
C. Nelson
|
2007
|
2,716
|
12,385
|
14,400
|
2006
|
1,508
|
11,938
|
14,400
|
|
2005
|
3,695
|
10,288
|
14,400
|
|
Christopher
W. Wilson
|
2007
|
5,047
|
9,000
|
18,123
|
2006
|
3,614
|
8,945
|
18,527
|
|
2005
|
3,695
|
5,906
|
17,313
|
Name
|
Grant
Date
|
Estimated
Future Payouts Under
Non-Equity
Incentive Plan Awards
|
All
Other Stock Awards:
Number
of Shares of Stock or
Units
(#)
|
All
Other Option Awards:
Number
of Securities Underlying
Options
(#)
|
Exercise
or Base Price of Option Awards
($/Sh)
|
Grant
Date
Fair
Value
of
Stock
and
Option
Awards
($)
|
|
Target*
($)
|
Max
($)
|
||||||
Manuel
J. Perez de la Mesa
|
5/8/2007(1)
|
N/A
|
N/A
|
N/A
|
60,000(6)
|
37.85
|
767,844
|
2/13/2007(2)
|
117,000
|
390,000
|
N/A
|
N/A
|
N/A
|
N/A
|
|
2/13/2007(3)
|
0(4)
|
820,000
|
N/A
|
N/A
|
N/A
|
N/A
|
|
Mark
W. Joslin
|
5/8/2007(1)
|
N/A
|
N/A
|
N/A
|
15,000(7)
|
37.85
|
215,412
|
5/8/2007(1)
|
N/A
|
N/A
|
5,000(5)
|
N/A
|
N/A
|
189,250
|
|
2/13/2007(2)
|
67,500
|
225,000
|
N/A
|
N/A
|
N/A
|
N/A
|
|
2/13/2007(3)
|
0(4)
|
470,000
|
N/A
|
N/A
|
N/A
|
N/A
|
|
A.
David Cook
|
5/8/2007(1)
|
N/A
|
N/A
|
N/A
|
18,000(6)
|
37.85
|
230,353
|
5/8/2007(1)
|
N/A
|
N/A
|
6,000(5)
|
N/A
|
N/A
|
227,100
|
|
2/13/2007(2)
|
72,000
|
240,000
|
N/A
|
N/A
|
N/A
|
N/A
|
|
2/13/2007(3)
|
0(4)
|
520,000
|
N/A
|
N/A
|
N/A
|
N/A
|
|
Stephen
C. Nelson
|
5/8/2007(1)
|
N/A
|
N/A
|
N/A
|
11,250(6)
|
37.85
|
143,971
|
5/8/2007(1)
|
N/A
|
N/A
|
3,750(5)
|
N/A
|
N/A
|
141,938
|
|
2/13/2007(2)
|
60,000
|
200,000
|
N/A
|
N/A
|
N/A
|
N/A
|
|
2/13/2007(3)
|
0(4)
|
430,000
|
N/A
|
N/A
|
N/A
|
N/A
|
|
Christopher
W. Wilson
|
5/8/2007(1)
|
N/A
|
N/A
|
N/A
|
18,000(6)
|
37.85
|
230,353
|
5/8/2007(1)
|
N/A
|
N/A
|
6,000(5)
|
N/A
|
N/A
|
227,100
|
|
5/8/2007(2)
|
63,000
|
210,000
|
N/A
|
N/A
|
N/A
|
N/A
|
|
5/8/2007(3)
|
0(4)
|
460,000
|
N/A
|
N/A
|
N/A
|
N/A
|
1.
|
Granted under our 2007 LTIP. |
2.
|
Annual
Bonus Program. See Compensation, Discussion and Analysis,
“Annual
Cash Incentive”. The target annual bonus payout amounts
included in this table reflect the actual payout amounts for 2007
performance, which are also disclosed in the “Non-Equity Incentive Plan
Compensation” column in the Summary Compensation Table. The
maximum annual bonus payout amounts included in this table reflect 100% of
the 2007 base salary amounts for each of the Named Executive
Officers.
|
3.
|
In
2006, we established our SPIP, which rewards organic earnings per share
growth over a three-year period. Payouts are earned when compounded annual
growth of organic earnings per share exceeds 20%. These grants
are for the 2009 performance period that commenced January 1, 2007 and
will end December 31, 2009. The Company’s actual 2006 diluted
earnings per share, which is subject to adjustments described in the SPIP,
serves as the baseline for this period. The maximum SPIP
payouts for the 2009 performance period are based upon the 2008 base
salaries.
|
4.
|
The
target SPIP payout amounts of zero for the 2009 SPIP performance period
are reported as a representative amount based on the actual payout amount
for the last completed performance period (2007), which was
zero.
|
5.
|
These
restricted awards have a five year cliff vest, but they would fully vest
upon a change in control. The awards convey all rights of a shareholder,
including the right to vote and receive dividends, but may not be sold or
transferred during the vesting
period.
|
6.
|
These
options vest 50% after three years and 50% after five years, but they
would fully vest upon a change in
control.
|
7.
|
These
options vest after five years, but they would fully vest upon a change in
control.
|
Option
Awards
|
Stock
Awards
|
||||||
Name
|
Grant
Date
|
Number
of Securities Underlying Unexercised Options (#)
Exercisable
|
Number
of Securities Underlying Unexercised Options (#)
Unexercisable
|
Option
Exercise Price ($/Sh)
|
Option
Expiration Date
|
Number
of Shares or Units of Stock that Have Not Vested (#)
|
Market
Value of Shares or Units that Have Not Vested
($)
|
Manuel
J. Perez de la Mesa
|
02/25/1999
|
253,125
|
—
|
2.64
|
02/25/2009
|
N/A
|
N/A
|
02/16/2000
|
253,125
|
—
|
4.84
|
02/16/2010
|
N/A
|
N/A
|
|
02/21/2001
|
253,125
|
—
|
9.83
|
02/21/2011
|
N/A
|
N/A
|
|
02/13/2002
|
90,000
|
—
|
12.96
|
02/13/2012
|
N/A
|
N/A
|
|
02/11/2003
|
—
|
90,000(1)
|
11.98
|
02/11/2013
|
N/A
|
N/A
|
|
02/09/2004
|
—
|
75,000(2)
|
21.67
|
02/09/2014
|
N/A
|
N/A
|
|
02/14/2005
|
—
|
60,000(3)
|
31.51
|
02/14/2015
|
N/A
|
N/A
|
|
02/08/2006
|
—
|
60,000(4)
|
38.79
|
02/08/2016
|
N/A
|
N/A
|
|
05/08/2007
|
—
|
60,000(5)
|
37.85
|
05/08/2017
|
N/A
|
N/A
|
|
Mark
W. Joslin
|
08/09/2004
|
—
|
22,500(6)
|
26.65
|
08/09/2014
|
N/A
|
N/A
|
02/14/2005
|
—
|
22,500(7)
|
31.51
|
02/14/2015
|
N/A
|
N/A
|
|
02/08/2006
|
—
|
20,000(8)
|
38.79
|
02/08/2016
|
N/A
|
N/A
|
|
05/08/2007
|
—
|
15,000(9)
|
37.85
|
05/08/2017
|
5,000(11)
|
99,150(13)
|
Option
Awards
|
Stock
Awards
|
||||||
Name
|
Grant
Date
|
Number
of Securities Underlying Unexercised Options (#)
Exercisable
|
Number
of Securities Underlying Unexercised Options (#)
Unexercisable
|
Option
Exercise Price ($/Sh)
|
Option
Expiration Date
|
Number
of Shares or Units of Stock that Have Not Vested (#)
|
Market
Value of Shares or Units that Have Not Vested
($)
|
A.
David Cook
|
02/21/2001
|
40,500
|
—
|
9.83
|
02/21/2011
|
N/A
|
N/A
|
02/13/2002
|
33,750
|
—
|
12.96
|
02/13/2012
|
N/A
|
N/A
|
|
02/11/2003
|
16,875
|
16,875(1)
|
11.98
|
02/11/2013
|
N/A
|
N/A
|
|
02/09/2004
|
7,500
|
7,500(2)
|
21.67
|
02/09/2014
|
7,500(12)
|
148,725(13)
|
|
02/14/2005
|
—
|
18,000(3)
|
31.51
|
02/14/2015
|
N/A
|
N/A
|
|
02/08/2006
|
—
|
18,000(4)
|
38.79
|
02/08/2016
|
N/A
|
N/A
|
|
05/08/2007
|
—
|
18,000(5)
|
37.85
|
05/08/2017
|
6,000
(11)
|
118,980(13)
|
|
Stephen
C. Nelson
|
02/16/2000
|
22,781
|
—
|
4.84
|
02/16/2010
|
N/A
|
N/A
|
02/21/2001
|
16,200
|
—
|
9.83
|
02/21/2011
|
N/A
|
N/A
|
|
02/21/2001
|
4,050
|
—
|
0.00(10)
|
02/21/2011
|
N/A
|
N/A
|
|
02/13/2002
|
13,500
|
—
|
12.96
|
02/13/2012
|
N/A
|
N/A
|
|
02/11/2003
|
—
|
13,500(1)
|
11.98
|
02/11/2013
|
N/A
|
N/A
|
|
02/09/2004
|
3,000
|
3,000(2)
|
21.67
|
02/09/2014
|
3,000(12)
|
59,490(13)
|
|
02/14/2005
|
—
|
9,000(3)
|
31.51
|
02/14/2015
|
N/A
|
N/A
|
|
02/08/2006
|
—
|
12,000(4)
|
38.79
|
02/08/2016
|
N/A
|
N/A
|
|
05/08/2007
|
—
|
11,250(5)
|
37.85
|
05/08/2017
|
3,750
(11)
|
74,363(13)
|
|
Christopher
W. Wilson
|
02/21/2001
|
16,200
|
—
|
9.83
|
02/21/2011
|
N/A
|
N/A
|
02/21/2001
|
4,050
|
—
|
0.00(10)
|
02/21/2011
|
N/A
|
N/A
|
|
02/13/2002
|
13,500
|
—
|
12.96
|
02/13/2012
|
N/A
|
N/A
|
|
02/11/2003
|
—
|
13,500(1)
|
11.98
|
02/11/2013
|
N/A
|
N/A
|
|
02/09/2004
|
3,000
|
3,000(2)
|
21.67
|
02/09/2014
|
3,000(12)
|
59,490(13)
|
|
02/14/2005
|
—
|
9,000(3)
|
31.51
|
02/14/2015
|
N/A
|
N/A
|
|
02/08/2006
|
—
|
12,000(4)
|
38.79
|
02/08/2016
|
N/A
|
N/A
|
|
05/08/2007
|
—
|
18,000(5)
|
37.85
|
05/08/2017
|
6,000
(11)
|
118,980(13)
|
1.
|
These
options vested 100% on February 11,
2008.
|
2.
|
These
options will vest 100% on February 9,
2009.
|
3.
|
These
options vested 50% on February 14, 2008 and will vest 50% on February 14,
2010.
|
4.
|
These
options will vest 50% on February 8, 2009 and 50% on February 8,
2011.
|
5.
|
These
options will vest 50% on May 8, 2010 and 50% on May 8,
2012.
|
6.
|
These
options will vest 100% on August 9,
2009.
|
7.
|
These
options will vest 100% on February 14,
2010.
|
8.
|
These
options will vest 100% on February 8,
2011.
|
9.
|
These
options will vest 100% on May 8,
2012.
|
10.
|
The
original grant date exercise price was $0.01 for these penny option
awards. The $0.00 exercise price reflects the impact of stock
splits and rounding.
|
11.
|
These
shares will vest 100% on May 8,
2012.
|
12.
|
These
shares will vest 100% on February 9,
2009.
|
13.
|
Market
value at end of fiscal year.
|
Option
Awards
|
Stock
Awards
|
|||
Name
|
Number
of Shares Acquired Upon Exercise (#)
|
Value
Realized Upon Exercise ($)
|
Number
of Shares Acquired Upon
Vesting
(#)
|
Value
Realized on
Vesting ($)
|
Manuel
J. Perez de la Mesa
|
N/A
|
N/A
|
N/A
|
N/A
|
Mark
W. Joslin
|
N/A
|
N/A
|
2,500(1)
|
91,350(2)
|
A.
David Cook
|
35,437
|
1,284,510
|
N/A
|
N/A
|
Stephen
C. Nelson
|
N/A
|
N/A
|
N/A
|
N/A
|
Christopher
W. Wilson
|
N/A
|
N/A
|
N/A
|
N/A
|
1.
|
Grant
of 7,500 restricted shares (split-adjusted) in 2004 that vest one-third
per year over a three-year period.
|
2.
|
We
calculated by multiplying the number of shares by the closing price of our
Common Stock on the vest date.
|
Name
of Fund
|
Rate
of Return
|
Name
of Fund
|
Rate
of Return
|
||
Artisan
International Fund
|
19.73%
|
TRP
Retirement Income Fund
|
6.09%
|
||
First
American Mid Cap Value
|
4.67%
|
TRP
Retirement 2005 Fund
|
6.67%
|
||
Keeley
Small Cap Value Fund
|
7.17%
|
TRP
Retirement 2010 Fund
|
6.65%
|
||
MSIF
U.S. Real Estate Fund, B
|
-16.80%
|
TRP
Retirement 2015 Fund
|
6.75%
|
||
TRP
Equity Income Fund
|
3.30%
|
TRP
Retirement 2020 Fund
|
6.73%
|
||
TRP
Growth Stock Fund
|
10.37%
|
TRP
Retirement 2025 Fund
|
6.81%
|
||
TRP
Mid-Cap Growth Fund
|
17.65%
|
TRP
Retirement 2030 Fund
|
6.83%
|
||
TRP
New Income Fund
|
6.33%
|
TRP
Retirement 2035 Fund
|
6.81%
|
||
TRP
Prime Reserve Fund
|
4.87%
|
TRP
Retirement 2040 Fund
|
6.77%
|
||
TRP
Equity Index 500
|
5.43%
|
TRP
Retirement 2045 Fund
|
6.84%
|
||
TRP
Small Cap Stock Fund
|
-1.75%
|
TRP
Value Fund
|
0.75%
|
Name
|
Executive
Contributions in Last FY ($)
|
Registrant
Contributions in Last FY ($)(1)
|
Aggregate
Earnings in
Last
FY ($)
|
Aggregate
Withdrawals/ Distributions ($)
|
Aggregate
Balance at Last FYE ($)
|
Manuel
J. Perez de la Mesa
|
37,733
|
16,061
|
9,024
|
—
|
167,289(2)
|
Mark
W. Joslin
|
113,730
|
5,124
|
21,967
|
—
|
320,913(3)
|
A.
David Cook
|
—
|
—
|
2,213
|
—
|
48,956(4)
|
Stephen
C. Nelson
|
30,000
|
3,385
|
9,730
|
—
|
125,310(5)
|
Christopher
W. Wilson
|
45,000
|
—
|
9,662
|
—
|
135,513(6)
|
1.
|
These
amounts are included in the Summary Compensation Table (All Other
Compensation).
|
2.
|
Includes
registrant contributions of $21,000 for 2006 and $9,804 for 2005 disclosed
in the Summary Compensation Table (All Other
Compensation)
|
3.
|
Includes
registrant contributions of $4,740 for 2006 and $2,308 for 2005 disclosed
in the Summary Compensation Table (All Other
Compensation)
|
4.
|
Includes
registrant contributions of $6,485 for 2006 and $2,723 for 2005 disclosed
in the Summary Compensation Table (All Other
Compensation)
|
5.
|
Includes
registrant contributions of $4,438 for 2006 and $4,923 for 2005 disclosed
in the Summary Compensation Table (All Other
Compensation)
|
6.
|
Includes
registrant contributions of $1,445 for 2006 and $0 for 2005 disclosed in
the Summary Compensation Table (All Other
Compensation)
|
§
|
immediately
vest and become fully exercisable upon a change of control, death or
disability;
|
§
|
remain
exercisable and continue to vest in accordance with their original
schedule upon retirement (which is defined as attainment
of
the age of 55 years or more and continuous service to us for a period of
at least ten years);
|
§
|
are
immediately forfeited, whether or not then exercisable, upon termination
for cause; and
|
§
|
remain
exercisable and, subject to our discretion, continue to vest in accordance
with their original schedule upon termination without
cause.
|
§
|
fully
vest upon a change of control, death or
disability;
|
§
|
continue
to vest in accordance with the original vesting schedule upon retirement;
and
|
§
|
are
immediately forfeited upon termination for any other reason, whether
voluntary or involuntary.
|
Name
|
No.
of Shares
Underlying
Unvested Awards (#)
|
Unrealized
Value of
Unvested
Awards ($)
|
|||
Option
Awards
|
Stock
Awards
|
Option
Awards(1)
|
Stock
Awards(2)
|
Total
Unrealized Value of Unvested Awards
|
|
Manuel
J. Perez de la Mesa
|
345,000
|
—
|
706,500
|
—
|
706,500
|
Mark
W. Joslin
|
80,000
|
5,000
|
—
|
99,150
|
99,150
|
A.
David Cook
|
78,375
|
13,500
|
132,469
|
267,705
|
400,174
|
Stephen
C. Nelson
|
48,750
|
6,750
|
105,975
|
133,853
|
239,828
|
Christopher
W. Wilson
|
55,500
|
9,000
|
105,975
|
178,470
|
284,445
|
1.
|
We
calculated by multiplying the number of unvested in-the-money stock
options by the closing price of our Common Stock as of
December 31, 2007 and then deducting the aggregate exercise
price for these options.
|
2.
|
We
calculated by multiplying the number of shares of unvested restricted
stock by the closing price of our Common Stock as of
December 31, 2007.
|
Name |
Maximum
cash payout upon termination without cause ($)
|
Manuel
J. Perez de la Mesa
|
195,000
|
Mark
W. Joslin
|
56,250
|
A.
David Cook
|
60,000
|
Stephen
C. Nelson
|
50,000
|
Christopher
W. Wilson
|
52,500
|
Name
|
Fees
Earned or Paid
in
Cash
($)
|
Stock
Awards (1)
($)
|
Option
Awards (2)(3)
($)
|
Change
in Pension Value and Nonqualified Deferred Compensation
Earnings
($)
|
All
Other Compensation
($)
|
Total
($)
|
Andrew
W. Code
|
37,875
|
77,409
|
8,943
|
—
|
—
|
124,227
|
James
J. Gaffney
|
61,000
|
77,409
|
8,943
|
—
|
—
|
147,352
|
George
T. Haymaker, Jr.
|
45,500
|
77,409
|
8,943
|
—
|
—
|
131,852
|
Harlan
F. Seymour
|
68,625
|
77,409
|
8,943
|
—
|
—
|
154,977
|
Robert
C. Sledd
|
53,375
|
—
|
93,435
|
—
|
—
|
146,810
|
John
E. Stokely
|
83,625
|
77,409
|
8,943
|
—
|
—
|
169,977
|
Wilson
B. Sexton(4)
|
86,453
|
169,417
|
—
|
951
|
5,418
|
262,239
|
1.
|
Amounts
shown do not reflect compensation actually received by the
directors. Instead, these amounts reflect the dollar amount
recognized for financial statement reporting purposes in accordance with
SFAS 123(R) for the fiscal year ended December 31,
2007. The share-based compensation expense for stock awards was
calculated based on the fair value of the awards as of the grant
date.
|
2.
|
Amounts
shown do not reflect compensation actually received by the
directors. Instead, these amounts reflect the dollar amount
recognized for financial statement reporting purposes in accordance with
SFAS 123(R) for the fiscal year ended December 31,
2007. These amounts include share-based compensation expense
for awards granted to Mr. Sledd in 2006 and 2007 and awards granted to the
other directors in 2006. Assumptions used in the calculation of the
share-based compensation expense for the Mr. Sledd’s option awards granted
in 2007 include an eight year expected term, expected volatility of 31.7%,
expected dividend yield of 1% and a risk free rate of
4.63%.
|
3.
|
As
of December 31, 2007, options outstanding and options exercisable for each
director included the following:
|
Director
|
Options
Outstanding
|
Options
Exercisable
|
Mr.
Code
|
14,167
|
14,167
|
Mr.
Gaffney
|
38,875
|
38,875
|
Mr.
Haymaker
|
29,750
|
29,750
|
Mr.
Seymour
|
48,875
|
48,875
|
Mr.
Sledd
|
190,619
|
182,119
|
Mr.
Stokely
|
96,688
|
96,688
|
Mr.
Sexton
|
507,750
|
507,750
|
4.
|
In
2007, our Chairman, Mr. Sexton, who is employed by us primarily in the
area of investor relations, received $86,453 in cash compensation and an
award of 4,476 restricted shares for both his service as Chairman and for
his work in investor relations. He also received $3,804,848 attributable
to the exercise of stock options previously awarded. Mr. Sexton
participates in our 401(k) Plan, Deferred Compensation Plan and medical,
dental and long-term disability programs on the same basis as our
officers. Mr. Sexton’s share-based compensation expense for his
2007 stock award is fully accelerated as of the grant date since he met
the eligibility requirements for retirement under his employee restricted
stock agreement.
|
§
|
Lead
independent director annual retainer -
$60,000
|
§
|
Non-employee
director annual retainer - $35,000
|
§
|
Audit
Committee chairman - $20,000
|
§
|
Audit
Committee membership - $10,000
|
§
|
Compensation
Committee chairman - $15,000
|
§
|
Compensation
Committee membership - $7,500
|
§
|
Nominating
and Corporate Governance Committee chairman -
$15,000
|
§
|
Nominating
and Corporate Governance Committee membership -
$7,500
|
§
|
Strategic
Planning Committee chairman -
$15,000
|
2007
|
2006
|
||||
Audit
Fees(1)
|
$
|
792,000
|
$
|
761,950
|
|
Audit
Related Fees(2)
|
38,500
|
20,580
|
|||
Tax
Fees(3)
|
32,680
|
67,460
|
|||
All
Other Fees(4)
|
-
|
1,500
|
|||
Total
|
$
|
863,180
|
$
|
851,490
|
1.
|
Audit
Fees consisted of the audit of the financial statements included in our
Annual Report on Form 10-K, the audit of our internal control over
financial reporting and review of the financial statements included in our
Quarterly Reports on Form 10-Q. The 2006 Audit Fees have
been revised to include $18,600 of audit services that were invoiced and
paid subsequent to the date of our 2007 Definitive Proxy
Statement.
|
2.
|
Audit
Related Fees included accounting consultations and fees for employee
benefit plan audits.
|
3.
|
Tax
Fees consisted of assistance with tax compliance and the review of tax
returns, tax consultation and planning services, and assistance in
connection with tax audits.
|
4.
|
All
Other Fees were for access to a research
database.
|
VOTE BY INTERNET - www.proxyvote.com
Use
the Internet to transmit your voting instructions and for electronic
delivery of information up until 11:59 P.M. Eastern Time the day before
the cut-off date or meeting date. Have your proxy card in hand when you
access the web site and follow the instructions to obtain your records and
to create an electronic voting instruction form.
|
ELECTRONIC DELIVERY
OF FUTURE STOCKHOLDER COMMUNICATIONS
If
you would like to reduce the costs incurred by Pool Corporation 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 stockholder communications electronically in future
years.
|
VOTE BY PHONE -
1-800-690-6903
Use
any touch-tone telephone to transmit your voting instructions up until
11:59 P.M. Eastern Time the day before the cut-off date or meeting date.
Have your proxy card in hand when you call and then follow the
instructions.
|
VOTE BY
MAIL
Mark,
sign and date your proxy card and return it in the postage-paid envelope
we have provided or return it to Pool Corporation, c/o Broadridge, 51
Mercedes Way, Edgewood, NY
11717.
|
POOL
CORPORATION
|
||||||||||||||||
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE
NOMINEES
LISTED BELOW AND FOR PROPOSAL
2.
|
|
|||||||||||||||
1.
|
Election
of Directors
|
For
All
|
Withhold
All
|
For
All
Except
|
To
withhold authority to vote for any individual nominee(s), mark “For All
Except” and write the number(s) of the nominee(s) on the line
below.
|
|||||||||||
Nominees:
|
|
o
|
o
|
o
|
||||||||||||
01) Wilson
B. Sexton
|
05) Manuel
J. Perez de la Mesa
|
|||||||||||||||
02) Andrew
W. Code
|
06) Harlan
F. Seymour
|
|||||||||||||||
03) James
J.Gaffney
|
07) Robert
C. Sledd
|
|||||||||||||||
04) George
T. Haymaker, Jr.
|
08) John
E. Stokely
|
|||||||||||||||
For
|
Against
|
Abstain
|
||||||||||||||
2.
|
Ratification
of the retention of Ernst & Young LLP as the Company’s independent
registered public accounting firm.
|
o | o | o | ||||||||||||
3.
|
To
transact such other business as may properly come before the meeting and
any adjournments thereof.
|
|||||||||||||||
PLEASE
SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY
JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS
SUCH. IF A CORPORATION, PLEASE SIGN FULL CORPORATE NAME BY
PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE
SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
PLEASE
MARK, SIGN, DATE AND RETURN THIS PROXY
PROMPTLY
USING THE ENCLOSED ENVELOPE.
|
||||||||||||||||
Signature
[PLEASE SIGN WITHIN BOX]
|
Date
|
Signature
(Joint Owners)
|
Date
|