UNITED
STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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(Rule
14a-101)
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INFORMATION
REQUIRED IN PROXY STATEMENT
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SCHEDULE
14A INFORMATION
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Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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Filed by the Registrant
x
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Filed by a Party other than the
Registrant
o
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Check the appropriate box:
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o
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Preliminary Proxy Statement
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o
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Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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x
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Definitive Proxy Statement
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o
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Definitive Additional Materials
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o
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Soliciting Material Pursuant to
§240.14a-12
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HANSEN
NATURAL CORPORATION
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(Name
of Registrant as Specified In Its Charter)
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N/A
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(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the
appropriate box):
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x
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No fee required.
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o
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to
which transaction applies:
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(2)
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Aggregate number of securities to which
transaction applies:
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(3)
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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)
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Proposed maximum aggregate value of
transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary
materials.
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o
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Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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HANSEN NATURAL CORPORATION
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550 Monica Circle, Suite 201
Corona, California 92880
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 5, 2008
April 25, 2008
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of Hansen Natural Corporation (the Company) to be held on Thursday, June 5,
2008 at 3:00 p.m. local time, at the Ayres Suites Corona West, located at
1900 W. Frontage Road, Corona, California 92882 (the Annual Meeting). In
addition to the specific matters to be voted on at the meeting that are listed
in the accompanying notice, there will be a report on the Companys business
and an opportunity for stockholders of the Company to ask questions.
I hope that you will be able to join us. Your vote is important to us and to our
business. I encourage you to sign and
return your proxy card, or call the toll free number or use the Internet by
following the instructions included with your proxy card, so that your shares
will be represented and voted at the meeting whether or not you plan to
attend. If you attend the meeting, you
will, of course, have the right to revoke the proxy and vote your shares in
person.
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Sincerely,
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/s/ Rodney C.
Sacks
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Rodney C. Sacks
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Chairman of the
Board of Directors
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HANSEN
NATURAL CORPORATION
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NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
TO
BE HELD JUNE 5, 2008
TO THE STOCKHOLDERS OF THE COMPANY:
NOTICE IS HEREBY GIVEN that the Annual
Meeting of Stockholders of Hansen Natural Corporation (Hansen or the Company)
will be held on Thursday, June 5, 2008 at 3:00 p.m. local time, at
the Ayres Suites Corona West, located at 1900 W. Frontage Road, Corona,
California 92882 (the Annual Meeting), for the following purposes:
1.
To elect seven directors to serve until the
2009 annual meeting of stockholders of the Company.
2.
To ratify the appointment of Deloitte &
Touche LLP to serve as independent auditors of the Company for the fiscal year
ending December 31, 2008.
3.
To transact such other business as may
properly come before the meeting or any adjournment or postponement thereof.
The foregoing items of business are more
fully described in the Proxy Statement for Annual Meeting of Stockholders
accompanying this Notice. Only
stockholders of the Company of record at the close of business on April 14,
2008 are entitled to notice of, and to vote at, the annual meeting and any
adjournment or postponement thereof.
We will make available a list of stockholders as of the close of
business on April 14, 2008, for inspection by stockholders during normal
business hours from 9:00 a.m. to 5:00 p.m. local time on June 5,
2008, at the Companys principal place of business,
550 Monica Circle, Suite 201,
Corona, CA 92880
. This list will also be available to
stockholders at the Annual Meeting.
All stockholders of the Company are cordially
invited to attend the Annual Meeting in person.
However, to assure your representation at the Annual Meeting, you are
urged to mark, sign date and return the enclosed proxy card as promptly as
possible in the postage-prepaid envelope enclosed for that purpose, or vote
over the Internet or by telephone. You
may revoke your voted proxy at any time prior to the Annual Meeting or vote in
person if you attend the Annual Meeting.
A copy of the Companys Annual Report to
Stockholders of the Company is enclosed.
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Sincerely,
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/s/ Rodney C. Sacks
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Rodney C. Sacks
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Chairman of the Board of Directors
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Corona, California
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April 25, 2008
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IMPORTANT: WHETHER OR NOT YOU
PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO VOTE YOUR SHARES AS
PROMPTLY AS POSSIBLE. IN ADDITION TO
VOTING IN PERSON, SHAREHOLDERS OF RECORD MAY VOTE VIA A TOLL-FREE
TELEPHONE NUMBER OR OVER THE INTERNET AS INSTRUCTED IN THESE MATERIALS. YOU MAY ALSO
VOTE BY COMPLETING, SIGNING AND MAILING THE ENCLOSED PROXY CARD PROMPTLY IN THE
RETURN ENVELOPE PROVIDED. PLEASE NOTE
THAT IF YOUR SHARES ARE HELD BY A BROKER, BANK OR OTHER HOLDER OF RECORD AND
YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN A LEGAL PROXY FORM FROM
THAT RECORD HOLDER.
IMPORTANT NOTICE REGARDING THE AVAILABILTY OF PROXY MATERIALS FOR THE
2008 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 5, 2008.
The SEC has adopted new rules to
allow proxy materials to be posted on the Internet and to provide only a Notice
of Internet Availability of Proxy Materials to stockholders. For this proxy statement, we have chosen to
follow the SECs full set delivery option, and therefore, although we are
posting this proxy statement online, we are also mailing a full set of our
proxy materials to our stockholders.
Therefore, even if you previously consented to receiving your proxy
materials electronically, you will receive a copy of these proxy materials by
mail. The Companys Proxy Statement for
the 2008 Annual Meeting of Stockholders and the Companys Annual Report to
Stockholders for the fiscal year ended December 31, 2007 are available at
http://ww3.ics.adp.com/streetlink/hans.
HANSEN NATURAL
CORPORATION
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PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
INFORMATION CONCERNING SOLICITATION AND VOTING
General
The enclosed Proxy is solicited on behalf of Hansen Natural Corporation
(Hansen or the Company) for use at the Annual Meeting of Stockholders of
the Company (the Annual Meeting) to be held Thursday, June 5, 2008 at
3:00 p.m. local time, or at any adjournment thereof, for the purposes set
forth herein and in the accompanying Notice of Annual Meeting of Stockholders
of the Company. The Annual Meeting will
be held at the Ayres Suites Corona West, located at 1900 W. Frontage Road,
Corona, California 92882. The Companys
principal place of business is 550 Monica Circle, Suite 201, Corona, CA
92880. In this proxy, unless the context
requires otherwise, references to we, our, or us refer to Hansen.
On or about April 25, 2008, we
mailed to our stockholders a printed copy of the proxy materials.
Notice of
Internet Availability of Proxy Materials
In accordance with the notice and access rule recently adopted
by the U.S. Securities and Exchange Commission, or SEC, we are making the proxy
materials available to all or our stockholders on the Internet, available at
http://ww3.ics.adp.com/streetlink/hans.
Record
Date, Outstanding Voting Securities
Holders of record of common stock at the close of business on April 14,
2008 are entitled to notice of, and to vote at, the meeting. Each share is entitled to one vote. There are
no other outstanding voting securities of the Company. As of the record date, 93,440,891 shares of
the Companys common stock were issued and outstanding (the Common Stock).
There are no other outstanding voting securities of the Company.
Revocability of
Proxies
Signing and returning
your proxy card or submitting your proxy via the Internet or by telephone does
not affect your right to vote in person if you attend the Annual Meeting and
your shares are registered in your name.
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before its use by delivering to the Company a
written notice of revocation or duly executed proxy bearing a later date, via
the Internet, telephone, or by mail, or by attending the meeting and voting in
person.
1
Quorum
The presence, in person or by proxy, of the holders of one-third of the
shares of Common Stock entitled to vote at the Annual Meeting is necessary to
constitute a quorum at the Annual Meeting.
Such stockholders are counted as present at the meeting if they (1) are
present in person at the Annual Meeting or (2) have properly submitted a
proxy card.
Voting
In accordance with the Companys by-laws:
·
Directors shall
be elected by the affirmative vote of a plurality of the votes cast in person
or by proxy by the holders of shares of Common Stock entitled to vote in the election
at the Annual Meeting; and
·
The ratification
of Deloitte & Touche LLP as independent auditors shall be by the
affirmative vote of the majority of the votes cast on the proposal in person or
by proxy at the Annual Meeting; and
in each case,
provided a quorum is present. Thus,
abstentions and broker non-votes will not be included in vote totals and will
have no effect on the outcome of the vote.
No stockholder shall be entitled to cumulate votes.
How to
Vote
Your vote is very
important and we hope that you will attend the Annual Meeting. However, whether
or not you plan to attend the Annual Meeting, please vote by proxy in
accordance with the instructions on your proxy card, voting instruction form
(from your bank or broker), or the instructions that you received through
electronic mail. There are three convenient ways of submitting your vote:
·
Voting by Internet
You can vote via the Internet by visiting the website noted on your proxy card.
Internet voting is available 24 hours a day. We encourage you to vote via the
Internet, as it is the most cost-effective way to vote.
·
Voting by telephone
You can also vote your shares by telephone by calling the toll free telephone
number indicated on your proxy card and following the voice prompt instructions.
Telephone voting is available 24 hours a day.
·
Voting by mail
If you choose to vote by mail, simply mark your proxy card, sign and date it,
and return it in the enclosed postage-paid envelope.
The deadline for
Internet or telephone voting is 11:59 p.m. Eastern Time on June 4,
2008. If you vote by telephone or the Internet, you do not need to return your
proxy card. Signing and returning your proxy card or submitting your proxy via
the Internet or by telephone does not affect your right to vote in person if
you attend the Annual Meeting and your shares are registered in your
2
name. If your shares are
held in the name of a bank, broker or other holder of record, you must obtain a
proxy, executed in your favor, from the holder of record to be able to vote in
person at the Annual Meeting.
Solicitation
The cost of soliciting proxies will be borne by the Company. The Company may reimburse brokerage firms and
other persons representing beneficial owners of shares for their expenses in
forwarding solicitation material to such beneficial owners. In addition to solicitation by use of the
mail or via the Internet, proxies may also be solicited by certain of the Companys
directors, officers and regular employees, without additional compensation,
personally or by telephone, facsimile or letter.
Principal
Stockholders and Security Ownership of Management
The following table sets forth, as of the most recent practical date, March 17,
2008, the beneficial ownership of the Companys Common Stock of (a) those
persons known to the Company to be the beneficial owners of more than 5% of the
Companys Common Stock; (b) each of the Companys directors and nominees
for director; and (c) the Companys executive officers and all of the
Companys current directors and executive officers as a group:
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Amount and Nature of
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Percent of
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Name and Address of Beneficial Owner*
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Beneficial Ownership
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Class
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Brandon Limited
Partnership No. 1
1
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1,306,920
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1.3
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%
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Brandon Limited
Partnership No. 2
2
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8,013,336
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8.1
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%
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Hilrod Holdings,
L.P.
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4,280,000
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4.3
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%
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HRS Holdings,
L.P.
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800,000
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0.8
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%
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Hilrod Holdings
II, L.P.
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457,552
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0.5
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%
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Hilrod Holdings
III, L.P.
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840,000
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0.9
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%
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The RCS 2007
GRAT
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300,000
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0.3
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%
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Franklin Resources
3
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6,176,985
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6.3
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%
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Artisan Partners
Limited Partnership
4
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6,441,422
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6.5
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%
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Rodney C. Sacks
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18,337,532
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5
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18.6
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%
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Hilton H.
Schlosberg
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18,026,308
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6
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18.3
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%
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Mark Hall
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474,400
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7
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**
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%
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Thomas Kelly
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59,200
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8
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**
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%
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Sydney Selati
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37,500
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9
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**
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%
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Norman Epstein
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23,200
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10
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**
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%
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Harold Taber
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23,200
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11
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**
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%
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Benjamin Polk
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9,600
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12
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**
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%
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Mark Vidergauz
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9,600
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13
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**
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%
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Officers and Directors as
a group (9 members: 21,302,732 shares or 21.57% in aggregate).
3
* Except as noted
otherwise, the address for each of the named stockholders is 550 Monica Circle,
Suite 201, Corona, California 92880.
** Less than 1%
1
The
mailing address of Brandon Limited Partnership No. 1 (Brandon No. 1)
is 56 Conduit Street, London W1S2YZ England. The general partners of Brandon No. 1
are Rodney C. Sacks and Hilton H. Schlosberg.
2
The
mailing address of Brandon Limited Partnership No. 2 (Brandon No. 2)
is 56 Conduit Street, London W1S2YZ England. The general partners of Brandon No. 2
are Rodney C. Sacks and Hilton H. Schlosberg.
3
The
mailing address of this reporting person is One Franklin Parkway San Mateo, CA
94403-1906.
4
The
mailing address of this reporting person is 875 East Wisconsin Avenue, Suite 800
Milwaukee, WI 53202.
5
Includes
11,224 shares of Common Stock owned by Mr. Sacks; 1,306,920 shares
beneficially held by Brandon No. 1 because Mr. Sacks is one of
Brandon No. 1s general partners; 8,013,336 shares beneficially held by
Brandon No. 2 because Mr. Sacks is one of Brandon No. 2s
general partners; 800,000 shares beneficially held by HRS Holdings, LP because Mr. Sacks
is one of HRS Holdings general partners; 4,280,000 shares beneficially held by
Hilrod Holdings L.P. because Mr. Sacks is one of Hilrod Holdings general
partners; 457,552 shares beneficially held by Hilrod Holdings II, L.P. because Mr. Sacks
is one of Hilrod Holdings IIs general partners; 840,000 shares beneficially
held by Hilrod Holdings III, L.P. because Mr. Sacks is one of Hilrod
Holdings IIIs general partners and 300,000 shares beneficially held by The
Rodney C. Sacks 2007 Grantor Retained Annuity Trust. Also includes options presently exercisable
to purchase 160,000 shares of Common Stock, out of options to purchase a total
of 800,000 shares, exercisable at $0.53 per share, granted pursuant to a stock
option agreement dated February 2, 1999 between the Company and Mr. Sacks;
options presently exercisable to purchase 448,176 shares of Common Stock, out
of options to purchase a total of 1,200,000 shares, exercisable at $0.45 per
share, granted pursuant to a stock option agreement dated July 12, 2002
between the Company and Mr. Sacks; options presently exercisable to
purchase 860,324 shares of Common Stock, out of options to purchase a total of
1,200,000 shares, exercisable at $0.53 per share, granted pursuant to a stock
option Agreement dated May 28, 2003 between the Company and Mr. Sacks;
options presently exercisable or that will become exercisable on or before May 16,
2008 to purchase 620,000 shares of Common Stock, out of options to purchase a
total of 1,200,000 shares, exercisable at $6.59 per share, granted pursuant to
a stock option agreement dated March 23, 2005 between the Company and Mr. Sacks;
and options presently exercisable to purchase 240,000 shares of Common Stock,
out of options to purchase a total of 600,000 shares, exercisable at $16.87 per
share, granted pursuant to a stock option agreement dated November 11,
2005 between the Company and Mr. Sacks.
Mr. Sacks disclaims
beneficial ownership of all shares deemed beneficially owned by him hereunder
except (i) 11,224 shares of Common Stock; (ii) 2,328,500 shares
presently exercisable under the stock option agreements; (iii) 42,800
shares beneficially held by Hilrod Holdings L.P. because Mr. Sacks is one
of Hilrod Holdings general partners; (iv) 8,000 shares beneficially held
by HRS Holdings, L.P. because Mr. Sacks is one of HRS Holdings general
partners; (v) 4,576 shares beneficially held by Hilrod Holdings II, L.P.
because Mr. Sacks is one of Hilrod Holdings IIs general partners and (vi) 8,400
shares beneficially held by Hilrod Holdings III, L.P. because Mr. Sacks is
one of Hilrod Holdings IIIs general partners.
6
Includes
1,306,920 shares beneficially held by Brandon No. 1 because Mr. Schlosberg
is one of Brandon No. 1s general partners; 8,013,336 shares beneficially
held by Brandon No. 2 because Mr. Schlosberg is one of Brandon No. 2s
general partners; 800,000 shares beneficially held by HRS Holdings, LP because Mr. Schlosberg
is one of HRS Holdings general partners; 4,280,000 shares beneficially held by
Hilrod Holdings L.P. because Mr. Schlosberg is one of Hilrod Holdings
general partners; 457,552 shares of Common Stock beneficially held by Hilrod
Holdings II, L.P. because Mr. Schlosberg is one of Hilrod Holdings IIs
general partners and 840,000 shares of Common Stock beneficially held by Hilrod
Holdings III, L.P. because Mr. Schlosberg is one of Hilrod Holdings IIIs
general partners. Also includes options presently exercisable to purchase
160,000 shares of Common Stock, out of options to purchase a total of 800,000
shares, exercisable at $0.53 per share, granted pursuant to a stock option
agreement dated February 2, 1999 between the Company and Mr. Schlosberg;
options presently exercisable to purchase 448,176 shares of Common Stock, out
of options to purchase a total of 1,200,000 shares, exercisable at $0.45 per
share, granted pursuant to a stock option agreement dated July 12, 2002
between the Company and Mr. Schlosberg; options presently exercisable to
purchase 860,324 shares of Common Stock, out of options to purchase a total of
1,200,000 shares, exercisable at $0.53 per share, granted pursuant to a stock
option agreement dated May 28, 2003 between the Company and Mr. Schlosberg;
options presently exercisable or that will become exercisable on or before May 16,
2008 to purchase 620,000 shares of Common Stock, out of options to purchase a
total of 1,200,000 shares,
4
exercisable at $6.59 per
share, granted pursuant to a stock option agreement dated March 23, 2005
between the Company and Mr. Schlosberg; and options presently exercisable
to purchase 240,000 shares of Common Stock, out of options to purchase a total
of 600,000 shares, exercisable at $16.87 per share, granted pursuant to a stock
option agreement dated November 11, 2005 between the Company and Mr. Schlosberg.
Mr. Schlosberg
disclaims beneficial ownership of all shares deemed beneficially owned by him
hereunder except (i) 2,328,500 shares presently exercisable under the
stock option agreements; (ii) 42,800 shares beneficially held by Hilrod
Holdings L.P. because Mr. Schlosberg is one of Hilrod Holdings general
partners; (iii) 8,000 shares beneficially held by HRS Holdings, L.P.
because Mr. Schlosberg is one of HRS Holdings general partners; (iv) 4,576
shares beneficially held by Hilrod Holdings II, L.P. because Mr. Schlosberg
is one of Hilrod Holdings IIs general partners and (v) 8,400 shares
beneficially held by Hilrod Holdings III, L.P. because Mr. Schlosberg is
one of Hilrod Holdings IIIs general partners.
7
Includes
104,000 shares of Common Stock owned by Mr. Hall; options presently
exercisable to purchase 32,000 shares of Common Stock, out of options to
purchase a total of 160,000 shares, exercisable at $0.45 per share, granted
pursuant to a stock option agreement dated July 12, 2002 between the
Company and Mr. Hall; options presently exercisable to purchase 16,000
shares of Common Stock, out of options to purchase a total of 80,000 shares,
exercisable at $0.45 per share, granted pursuant to a stock option agreement
dated July 12, 2002 between the Company and Mrs. Christine Hall;
options presently exercisable to purchase 96,000 shares of Common Stock, out of
options to purchase a total of 480,000 shares, exercisable at $1.02 per share,
granted pursuant to a stock option agreement dated January 15, 2004
between the Company and Mr. Hall; options presently exercisable to
purchase 24,000 shares of Common Stock, out of options to purchase a total of
120,000 shares, exercisable at $1.02 per share, granted pursuant to a stock
option agreement dated January 15, 2004 between the Company and Mrs. Christine
Hall; options presently exercisable to purchase 2,400 shares of Common Stock,
out of options to purchase a total of 12,000 shares, exercisable at $12.43 per
share, granted pursuant to a stock option agreement dated November 1, 2005
between the Company and Mrs. Christine Hall; options presently exercisable
or that will become exercisable on or before May 16, 2008 to purchase
160,000 shares of Common Stock, out of options to purchase a total of 800,000
shares, exercisable at $6.59 per share, granted pursuant to a stock option
agreement dated March 23, 2005 between the Company and Mr. Hall;
options presently exercisable to purchase 20,000 shares of Common Stock, out of
options to purchase a total of 100,000 shares, exercisable at $10.95 per share,
granted pursuant to a stock option agreement dated September 28, 2005
between the Company and Mr. Hall and options presently exercisable to
purchase 20,000 shares of Common Stock, out of options to purchase a total of
100,000 shares, exercisable at $16.87 per share, granted pursuant to a stock
option agreement dated November 11, 2005 between the Company and Mr. Hall.
8
Includes
options presently exercisable to purchase 16,000 shares of Common Stock, out of
options to purchase a total of 80,000 shares, exercisable at $0.45 per share,
granted pursuant to a stock option agreement dated July 12, 2002 between
the Company and Mr. Kelly; options presently exercisable to purchase
40,000 shares of Common Stock, out of options to purchase a total of 200,000
shares, exercisable at $1.48 per share, granted pursuant to a stock option
agreement dated January 15, 2004 between the Company and Mr. Kelly
and options presently exercisable to purchase 3,200 shares of Common Stock, out
of options to purchase a total of 8,000 shares, exercisable at $16.87 per
share, granted pursuant to a stock option agreement dated November 11,
2005 between the Company and Mr. Kelly.
9
Includes
5,500 shares of Common Stock owned by Mr. Selati and options presently
exercisable to purchase 32,000 shares of Common Stock, out of options to
purchase a total of 96,000 shares, exercisable at $3.23 per share, granted
pursuant to a stock option agreement dated November 5, 2004 between the
Company and Mr. Selati.
10
Includes
4,000 shares beneficially held by Shoreland Investments because Mr. Epstein
is one of Shoreland Investments general partners and options presently
exercisable or that will become exercisable on or before May 16, 2008 to
purchase 19,200 shares of Common Stock, out of options to purchase a total of
19,200 shares, exercisable at $16.87 per share, granted pursuant to a stock
option agreement dated November 11, 2005 between the Company and Mr. Epstein.
11
Includes
4,000 shares of Common Stock owned by Mr. Taber and options presently
exercisable or that will become exercisable on or before May 16, 2008 to
purchase 19,200 shares of Common Stock, out of options to purchase a total of
19,200 shares, exercisable at $16.87 per share, granted pursuant to a stock
option agreement dated November 11, 2005 between the Company and Mr. Taber.
12
Includes
options presently exercisable or that will become exercisable on or before May 16,
2008 to purchase 9,600 shares of Common Stock, out of options to purchase a
total of 19,200 shares, exercisable at $16.87 per share, granted pursuant to a
stock option agreement dated November 11, 2005 between the Company and Mr. Polk.
5
13
Includes
options presently exercisable or that will become exercisable on or before May 16,
2008 to purchase 9,600 shares of Common Stock, out of options to purchase a
total of 19,200 shares, exercisable at $16.87 per share, granted pursuant to a
stock option agreement dated November 11, 2005 between the Company and Mr. Vidergauz.
Section 16(a) Beneficial
Ownership Reporting Compliance
Section 16(a) of
the Securities Exchange Act of 1934, as amended (the Exchange Act) requires
the Companys directors and executive officers, and persons who own more than
ten percent of a registered class of the Companys equity securities, to file
by specific dates with the Securities and Exchange Commission (the SEC)
initial reports of ownership and reports of changes in ownership of equity
securities of the Company. Executive
officers, directors and greater than ten percent stockholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
that they file. The Company is required
to report in this proxy statement any failure of its directors and executive
officers and greater than ten percent stockholders to file by the relevant due
date any of these reports during the most recent fiscal year or prior fiscal
years.
To the Companys
knowledge, based solely on review of copies of such reports furnished to the
Company during the year ended December 31, 2007, all Section 16(a) filing
requirements applicable to the Companys executive officers, directors and
greater than ten percent stockholders were complied with.
Deadline
for Receipt of Stockholder Proposals
It is presently intended
that next years Annual Meeting will be held in June of 2009. Pursuant to Rule 14a-8
of the Exchange Act and the Companys By-Laws, proposals of stockholders,
including nominations of candidate directors, of the Company which are intended
to be presented by such stockholders at next years Annual Meeting must be
received by the Company no earlier than February 6, 2009 and no later than
March 7, 2009 in order to be considered for inclusion in the proxy
statement and form of proxy relating to that meeting. Additionally, any stockholder proposal for
the 2009 Annual Meeting that is submitted outside the processes of Rule 14a-8
will be considered untimely for purposes of Rule 14a-4(c)(1) of the
Exchange Act if it is not submitted to the Company on or before February 6,
2009. Proxies for that meeting may
confer discretionary authority to vote on any untimely proposal without express
discretion from the stockholders giving the proxies.
6
PROPOSAL ONE
ELECTION OF DIRECTORS
Nominees
The Companys Board of Directors (the Board of Directors or the Board)
is currently comprised of seven members, each of whom is a director nominee to
be elected at the Annual Meeting. Unless
otherwise instructed, the proxy holders will vote the proxies received by them
for the Companys seven nominees named below, all of whom are presently
directors of the Company. In the event
that any nominee is unable or declines to serve as a director at the time of
the Annual Meeting, the proxies will be voted for any nominee designated by the
present Board to fill the vacancy. The
Company is not aware of any nominee who will be unable or expects to decline to
serve as a director. The term of office
of each person elected as a director will continue until the next Annual
Meeting or until a successor has been elected and qualified.
The names of the nominees, and certain biographical information about
them, are set forth below.
Name
|
|
Age
|
|
Position
|
|
|
|
|
|
Rodney C. Sacks
1
|
|
58
|
|
Chairman of the Board
of Directors and Chief Executive Officer
|
Hilton H. Schlosberg
1
|
|
55
|
|
Vice Chairman of the
Board of Directors, Chief Financial Officer, Chief Operating Officer and
Secretary
|
Benjamin M. Polk
|
|
57
|
|
Director
|
Norman C. Epstein
2,3,4
|
|
67
|
|
Director
|
Sydney Selati
2,3
|
|
69
|
|
Director
|
Harold C. Taber, Jr.
2,4
|
|
69
|
|
Director
|
Mark S. Vidergauz
3
|
|
54
|
|
Director
|
1
Member of the Executive Committee
of the Board of Directors
2
Member of the Audit Committee of
the Board of Directors
3
Member of the Compensation
Committee of the Board of Directors
4
Member of the Nominating Committee
of the Board of Directors
Set forth below is a
description of each nominees principal occupation and business background
during the past five years.
Rodney C. Sacks
Chairman of the Board of Directors of the Company, Chief Executive
Officer and director of the Company from November 1990 to the
present. Member of the Executive
Committee of the Board of Directors of the Company since October 1992. Chairman and a director of Hansen Beverage
Company (HBC) from June 1992 to the present.
Hilton H. Schlosberg
Vice Chairman of the Board of Directors of
the Company, President, Chief Operating Officer, Secretary, and a director of
the Company from November 1990 to the present and Chief Financial Officer
of the Company since July 1996.
Member of the Executive Committee of the Board of Directors of the
Company since October 1992. Vice Chairman, Secretary and a director of HBC
from July 1992 to the present.
7
Benjamin M. Polk
Director of the Company from November 1990 to the present. Assistant Secretary of HBC since October 1992
and a director of HBC since July 1992.
Partner with Schulte Roth & Zabel LLP
1
since May 2004 and
previously a partner with Winston & Strawn LLP where Mr. Polk
practiced law with that firm and its predecessors, from August 1976 to May
2004.
Norman C. Epstein
Director of the Company and member of the Compensation Committee of the
Board of Directors of the Company since June 1992 and member of the
Nominating Committee of the Board of Directors of the Company since September 2004. Member and Chairman of the Audit Committee of
the Board of Directors of the Company since September 1997. Director of HBC since July 1992. Director of Integrated Asset Management
Limited, a company listed on the London Stock Exchange since June 1998. Managing Director of Cheval Property Finance
PLC, a mortgage finance company based in London, England. Partner with Moore Stephens, an international
accounting firm, from 1974 to December 1996 (senior partner beginning 1989
and the managing partner of Moore Stephens, New York from 1993 until 1995).
Sydney Selati
Director of the Company and member of the Audit Committee of the Board
of Directors since September 2004 and member of the Compensation Committee
of the Board of Directors since March 2007. Mr. Selati was a director of Barbeques
Galore Ltd. From 1997 to 2005 and was Chairman of the Board of Directors of
Barbeques Galore USA from 1988 to 2005. Mr. Selati
was president of Sussex Group Limited from 1984 to 1988.
Harold C. Taber, Jr.
Director of the Company since July 1992. Member of the Audit Committee of the Board of
Directors since April 2000 and member of the Nominating Committee of the
Board of Directors of the Company since September 2004. President and Chief Executive Officer of HBC
from July 1992 to June 1997.
Consultant for The Joseph Company from October 1997 to March 1999
and for Costa Macaroni Manufacturing Company from July 2000 to January 2002. Director of Mentoring at Biola University
from July 2002 to present.
Mark S. Vidergauz
Director of the Company and member of the Compensation Committee of the
Board of Directors of the Company since June 1998. Member of the Audit Committee of the Board of
Directors from April 2000 through May 2004. Managing Director and Chief Executive Officer
of Sage Group LLC from April 2000 to present. Managing director at the Los Angeles office
of ING Barings LLC, a diversified financial service institution headquartered
in the Netherlands from April 1995 to April 2000.
1
Mr. Polk
and his law firm, Schulte Roth & Zabel LLP, serve as counsel to the
Company.
THE
BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF EACH
OF THE NOMINEES FOR DIRECTOR SET FORTH ABOVE.
8
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF INDEPENDENT
AUDITORS
The Audit Committee of
the Board (the Audit Committee) has appointed Deloitte & Touche LLP,
independent auditors, to audit the financial statements of the Company for the
fiscal year ending December 31, 2008.
In the event of a negative vote on such ratification, the Audit
Committee will reconsider its selection.
Representatives of Deloitte & Touche LLP are expected to be
present at the meeting with the opportunity to make a statement if they desire
to do so, and are expected to be available to respond to appropriate questions
from stockholders of the Company.
THE
BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR RATIFICATION OF
DELOITTE & TOUCHE LLP AS THE COMPANYS INDEPENDENT AUDITORS.
MANAGEMENT
Board
Meetings and Committees
The Board is comprised of Messrs. Rodney C. Sacks, Hilton H.
Schlosberg, Benjamin M. Polk, Norman C. Epstein, Sydney Selati, Harold C. Taber, Jr.
and Mark S. Vidergauz. The Board held five meetings during the fiscal year
ended December 31, 2007. All
directors attended each meeting. The
Board has affirmatively determined that Messrs. Epstein, Taber, Vidergauz
and Selati are independent, as that term is defined in the NASDAQ Marketplace Rules and
SEC rules. The Board does not have a policy requiring the attendance by the
directors at the Annual Meeting. All of the directors attended the 2007 Annual
Meeting, which was held on November 9, 2007.
The Audit Committee during the fiscal year ended December 31, 2007
was comprised of Norman C. Epstein (Chairman), Harold C. Taber, Jr. and
Sydney Selati. The Board of Directors
has adopted a written charter for the Audit Committee which is available on our
website at
www.hansens.com
. The
Audit Committee held nine meetings during 2007. The Audit Committee last met in
February 2008 in connection with the review of the Companys financial
statements for the fiscal year ended December, 31, 2007. See Audit Committee below for more
information.
The Compensation Committee, comprised of Norman C. Epstein, Mark S.
Vidergauz and Sydney Selati (member since March 2007), held five meetings
during the fiscal year ended December 31, 2007. The Compensation
Committee has sole and exclusive authority to grant stock option awards to all
employees and consultants who are not new hires and to all new hires who are
subject to Section 16 of the Exchange Act.
The Compensation Committee and the Executive Committee of the Board each
independently has the authority to grant awards to new hires who are not Section 16
employees. The Compensation Committee does not have a charter. See Compensation Discussion and
Analysis-Long Term Incentive Program and Compensation Committee
below for more information.
9
The Board established a Nominating Committee of the Board (the Nominating
Committee) in September 2004 comprised of Norman C. Epstein and Harold C.
Taber, Jr. and adopted a Nominating Committee Charter which is available
on our website at
www.hansens.com
.
The Nominating Committee did not meet during 2007. See Nominating Committee below for more
information.
The Executive Committee of the Board (the Executive Committee)
comprised of Rodney C. Sacks and Hilton H. Schlosberg held fourteen formal
meetings during the fiscal year ended December 31, 2007. The Executive Committee manages and directs
the business of the Company between meetings of the Board.
The Compensation Committee and the Executive
Committee of the Board each independently has the authority to grant awards to
new hires who are not Section 16 employees. Awards granted by the
Executive Committee are not subject to approval or ratification by the Board or
the Compensation Committee. See Compensation Discussion and
Analysis-Long Term Incentive Program.
COMPENSATION DISCUSSION AND ANALYSIS
Compensation Philosophy
Our executive compensation program for Named Executive Officers listed
in the summary compensation table on the following pages, whom we refer to as
our NEOs, is designed to attract, as needed, individuals with the skills
necessary for us to achieve our business plan, to motivate our executive
talent, to reward those individuals fairly over time and to retain those
individuals who continue to perform at or above the levels that are deemed
essential to ensure our success. The program is also designed to reinforce a
sense of ownership, urgency and overall entrepreneurial spirit and to link
rewards to measurable corporate and qualitative individual performance. In applying these principles we seek to
integrate compensation programs with our short and long term strategic plans
and to align the interests of the NEOs with the long term interests of
stockholders through award opportunities that can result in ownership of stock.
Compensation Program Components
The compensation programs for our NEOs are generally administered by or
under direction of the Compensation Committee (in the case of Rodney Sacks, the
Chairman and Chief Executive Officer, and Hilton Schlosberg, the President and
Chief Financial Officer), and the Executive Committee (in the case of the other
NEOs) and are reviewed on an annual basis to ensure that remuneration levels
and benefits are competitive and reasonable and continue to achieve the goals
set out in our compensation philosophy. On January 1, 2007, we implemented
a new policy regarding the issuance of stock options, which is discussed below.
During the fourth quarter of 2007, the Compensation Committee retained
Mercer (US) Inc., an independent compensation consultant, to make
recommendations to the Board with respect to the compensation payable to
outside directors, future compensation payable to Rodney Sacks and Hilton
Schlosberg and the discretionary cash bonus to be paid to each of them with
respect to the 2007 calendar year.
Neither we nor our Compensation Committee have retained a compensation
consultant to review
policies
and procedures with respect to other executive compensation or to
10
advise the Company
on general compensation matters. While
we do not set compensation at set percentage levels relative to the market, we
do seek to provide salary, incentive compensation opportunities and employee
benefits that are competitive within the consumer products industry and within
the labor markets in which we participate.
Our NEO compensation currently has three primary components: base compensation or salary, discretionary
annual bonus, and stock option awards granted pursuant to our Hansen Natural
Corporation 2001 Stock Option Plan, which we refer to as the 2001 Stock Option
Plan, which is described below under Long Term Incentive Programs.
Each of the primary components of NEO compensation is discussed below
:
Setting Executive Compensation
We view all components of compensation as related but distinct. We do not believe that significant
compensation derived from one component of compensation should negate or reduce
compensation from other components. We
determine the appropriate level for each compensation component based in part,
but not exclusively, on competitive benchmarks gathered through our recruiting
and retention experience, our view of internal equity and consistency and other
considerations we deem relevant such as rewarding performance. We believe that stock option awards should be
granted for future performance and are an important compensation related
motivator to attract and retain executives and that salary and discretionary
bonus levels are secondary considerations to our NEOs. Except as described herein, neither our
Compensation Committee nor our Executive Committee have adopted any formal or
informal policies or guidelines for allocating compensation between short term
and long term and current compensation between cash and non-cash
compensation. However, our Compensation
Committee and Executive Committees respective philosophy is to make a greater
percentage of our NEOs compensation performance rewarded through equity rather
than cash if we perform well over time.
Each element of compensation is determined differently for each
individual NEO based on specific facts and circumstances applicable at the time
and to that specific NEO.
Our Compensation Committee and Executive Committees current intent is
to perform at least annually a strategic review of our NEOs compensation to
determine whether they have provided adequate incentives and motivation to our
NEOs and whether they adequately compensate our NEOs relative to comparable
officers in other companies with which we compete for executives. These companies may or may not be public
companies or even consumer product, food or beverage companies. For compensation decisions, including
decisions regarding the grant of equity compensation relating to NEOs, other
than our Chairman and Chief Executive Officer and President and Chief Financial
Officer, the Compensation Committee specifically considers recommendations from
the Executive Committee.
Base Salary
Base salaries for our NEOs are established based on the scope of their
respective responsibilities, taking into account competitive market
compensation paid by other companies for individuals in similar positions,
which is principally gathered through our recruiting and retention
11
experience. Generally, in line with our compensation
philosophy, we believe that NEO base salaries should be targeted near the
median (but without any fixed formula) of the range for individuals in like
positions with similar responsibilities.
We fix NEO base compensation at levels which we believe enable us to
hire and retain individuals in a competitive environment and to reward
satisfactory performance at an acceptable level based upon contributions to our
overall business goals. Base salaries
are generally reviewed annually, but may be adjusted from time to time to
realign salaries with market levels, taking into account such individuals
responsibilities, performance and experience.
In reviewing base salaries, we consider several factors, including cost
of living increases, levels of responsibility, experience, a comparison to base
salaries paid for comparable positions within the consumer products industry
and within the labor markets in which we participate, which is principally
gathered through our recruiting and retention experience, as well as our own
base salaries for other executives and qualitative review of individual
performance and results achieved. The
annual review usually occurs in the first quarter of each calendar year and has
been completed for fiscal 2007. We may
also utilize input on base salaries from executive search firms when making
crucial hiring decisions.
Discretionary Annual Bonus
We provide incentive compensation to our NEOs in the form of
discretionary annual cash bonuses based on qualitative review of individual and
company-wide financial and operational performance and/or results, consistent
with our emphasis on pay-for-performance incentive compensation programs. These
parameters vary depending on the individual executive, but relate generally to
strategic factors such as sales, distribution levels, introduction of new
products, operating performance, contribution margins and profitability.
However, these parameters are used only as a broad guide of overall performance
and we do not use a fixed formula for determination of discretionary annual
cash bonuses with respect to our NEOs.
In addition, we analyze the proposed discretionary annual bonus amounts
both as a percentage of base salary and in comparison to those amounts paid in
previous fiscal years We generally
utilize discretionary cash bonuses to reward performance achievements for the
time horizon of one year or less.
The actual amount of the discretionary annual bonus is determined and
paid in the first quarter following a qualitative review of each NEOs
individual performance and contribution to our strategic goals during the prior
year.
The Compensation Committee determines the discretionary annual bonuses
for Rodney Sacks and Hilton Schlosberg and the Executive Committee (comprised
of the Chairman and Chief Executive Officer and President and Chief Financial
Officer) determines the discretionary annual bonuses for the other NEOs. The
discretionary annual bonuses for fiscal 2007 have been determined.
Long Term Incentive Program
We believe that long term performance is achieved through an ownership
culture that encourages superior performance by our NEOs through the use of
stock option awards. Our stock option plans have been established to provide
our NEOs with incentives to further align their interests with the interests of
the stockholders. Grants under stock option plans vest over a number of years,
generally up to 5 years.
12
Our 2001 Stock Option Plan authorizes us to grant options to purchase
shares of Common Stock to our employees.
The Compensation Committee is the administrator of the Stock Option Plan
and is authorized to grant stock options to employees thereunder. The Executive Committee is also authorized to
grant options thereunder. Stock option
grants are made to key employees when they are hired and from time to time
thereafter, as well as on occasion following a significant change in their job
responsibilities. Prior to 2007, stock
option grants were generally made to existing NEOs at periodic intervals at the
discretion of the Compensation Committee or the Executive Committee. None of our
NEOs were awarded any stock option grants during 2007. On September 18, 2007, the Board adopted
an amendment to the 2001 Stock Option Plan (the 2001 Amended Option Plan),
which was approved by the stockholders of the Company on November 9, 2007
and provides, among other items, that stock options may be granted to
Consultants (as such term is defined in the Amended Plan) as well as to
Employees.
Effective January 1, 2007, we implemented a new policy regarding
the issuance of stock options. Under the
new procedures, the Compensation Committee has sole and exclusive authority to
grant stock option awards to all employees who are not new hires and to all new
hires who are subject to Section 16 of the Exchange Act. The Compensation Committee and the Executive
Committee of the Board each independently has the authority to grant awards to
new hires who are not Section 16 employees. Awards granted by the
Executive Committee are not subject to approval or ratification by the Board or
the Compensation Committee. For purposes of these procedures, a new hire means:
(i) an employee who is commencing employment with the Company or its
subsidiaries; or (ii) an employee who is receiving a promotion to a new
position with the Company or one of its subsidiaries. The grant date of any award to a new hire
shall be the first day that NASDAQ is open in the calendar month following the
employees commencement of employment or the date of the employees promotion
(as the case may be). Other than awards to new hires, awards may only be
granted at one or more meetings held during the last two weeks of May and November of
each year. The grant date of any award granted at a May or November meeting
shall be the first day that NASDAQ is open in June following such May meeting,
or December following such November meeting (as the case may be). The
new procedures also require certain same day documentation.
During the fourth quarter of 2007, we amended our written procedures
regarding the granting of stock options to conform to the 2001 Amended Option
Plan. The amendments to the written
procedures, provide, among other items, that stock options may be granted to
Consultants (as such term is defined in the Amended Plan) as well as to
Employees.
Although no stock option awards were granted to our NEOs during 2007,
stock option awards remain an important part of our overall compensation
mix. We refrained from making additional
stock option awards in 2007 in light of the previously reported review of the
Companys stock option granting practices and the delayed completion and filing
of the Companys financial statements.
We anticipate resuming granting stock option awards to our NEOs as per
our written procedures regarding the granting of stock options.
13
The Compensation Committee will review and approve stock option awards
to our NEOs based upon a review of compensation data principally gathered
through our recruiting and retention experience, its qualitative assessment of
individual performance, a review of each executives long term incentives and
retention considerations.
Other Compensation
Certain NEOs who are parties to employment agreements will continue to
be subject to such agreements in their current form until such time as the
Compensation Committee determines in its discretion that revisions to such
employment agreements are advisable. Current employment agreements have not
been changed during their respective terms.
In addition, we intend to continue to maintain our current benefits and
perquisites for our NEOs, which include automobile and benefit premiums, among
other perquisites. However, the
Compensation Committee in its discretion may revise, amend or add to such NEOs
benefits and prerequisites if it deems it advisable. We believe these benefits
and perquisites are currently in line with those provided by comparable
companies within the consumer products industry and within the labor markets in
which we participate for similarly situated executives, based principally on
information gathered through our recruiting and retention experience.
Employee Benefit Plans
Our employees, including our NEOs, are entitled to various employee
benefits which include medical and dental care plans, car allowances, other
allowances, group life, disability, 401(k) plan as well as paid time off.
401(k) Plan
Our employees, including our NEOs, may participate in our 401(k) Plan,
a defined contribution plan, which qualifies under Section 401(k) of
the Internal Revenue Code. Participating
employees may contribute up to 15% of their pretax salary up to statutory
limits. We contribute 25% of the
employee contribution, up to 8% of each employees earnings, which vests 20%
each year for five years after the first anniversary date.
Separation and Change in Control Arrangements
Certain of our NEOs, per the terms of their
respective employment agreements and/or employment offer letters and/or
amendments to conditions of employment and/or stock option agreements, are
eligible for certain benefits and/or payments if there is a change in control
and/or employment terminates following a change in control, as described under Potential
Payments Upon Termination or Change in Control
beginning
on page 19.
We believe these arrangements are an
important part of overall compensation and 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 may have at such time regarding
their own continued employment. In addition, we believe that these arrangements
are an important recruitment and retention device.
14
SUMMARY COMPENSATION TABLE
On August 8, 2005, our common stock was split on a two-for-one
basis through a 100% stock dividend. On July 7,
2006 our common stock was split on a four-for-one basis through a 300% stock
dividend. All share information has been presented to reflect the stock splits.
The following table summarizes the total compensation of our NEOs in
2007. During the year ended December 31,
2007, our NEOs were Rodney C. Sacks, Hilton H. Schlosberg, Mark J. Hall, Kirk
S. Blower and Thomas J. Kelly.
Name and
Principal Position
|
|
Year
|
|
Salary ($)
|
|
Bonus ($)
|
|
Stock
Awards
($)
|
|
Option
Awards
($)(1)
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
Change
in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings ($)
|
|
All Other
Compensation
($) (A)
|
|
Total ($)
|
|
Rodney C. Sacks
|
|
2007
|
|
289,423
|
|
250,000
|
|
|
|
2,102,150
|
|
|
|
|
|
49,407
|
|
2,690,980
|
|
Chairman, CEO and
Director
|
|
2006
|
|
275,000
|
|
125,000
|
|
|
|
2,135,420
|
|
|
|
|
|
41,602
|
|
2,577,022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hilton H. Schlosberg
Vice-Chairman, CFO, COO,
|
|
2007
|
|
289,423
|
|
250,000
|
|
|
|
2,102,150
|
|
|
|
|
|
32,262
|
|
2,673,835
|
|
President, Secretary and
Director
|
|
2006
|
|
275,000
|
|
125,000
|
|
|
|
2,135,420
|
|
|
|
|
|
31,217
|
|
2,566,637
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark J. Hall
President Monster Beverage
|
|
2007
|
|
269,231
|
|
250,000
|
|
|
|
1,057,856
|
|
|
|
|
|
22,793
|
|
1,599,880
|
|
Division
|
|
2006
|
|
250,000
|
|
200,000
|
|
|
|
1,063,339
|
|
|
|
|
|
20,288
|
|
1,533,627
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kirk S. Blower
Senior Vice President, Juice and Non-Carbonated Products -
|
|
2007
|
|
143,731
|
|
4,000
|
|
|
|
20,872
|
|
|
|
|
|
18,060
|
|
186,663
|
|
Warehouse Division
|
|
2006
|
|
140,000
|
|
20,000
|
|
|
|
22,179
|
|
|
|
|
|
16,527
|
|
198,706
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas J. Kelly
|
|
2007
|
|
169,615
|
|
50,000
|
|
|
|
44,011
|
|
|
|
|
|
20,668
|
|
284,294
|
|
Vice President Finance
|
|
2006
|
|
160,000
|
|
40,000
|
|
|
|
51,010
|
|
|
|
|
|
21,437
|
|
272,447
|
|
(1)
The amounts
represent the current year unaudited compensation expense for all share-based
payment awards based on estimated fair values, computed in accordance with
Financial Accounting Standards Board Statement No. 123 (revised 2004),
Share-Based Payment (SFAS No. 123R), excluding any impact of assumed
forfeiture rates. We record compensation
expense for employee stock options based on the estimated fair value of the
options on the date of grant using the Black-Scholes-Merton option pricing
formula with the following assumptions: 0% dividend yield; 60.7% expected
volatility; 4.3% risk free interest rate; 5.5 years expected lives and 0%
forfeiture rate.
15
(A) ALL OTHER
COMPENSATION
Name
|
|
Year
|
|
Automobile
($)
|
|
401(k) Match
($)
|
|
Benefit
Premiums ($)
|
|
Health Club
Memberships
($)
|
|
Total
|
|
Rodney C. Sacks
|
|
2007
|
|
33,122
|
|
5,125
|
|
9,378
|
|
1,782
|
|
49,407
|
|
|
|
2006
|
|
25,771
|
|
4,710
|
|
9,429
|
|
1,692
|
|
41,602
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hilton H. Schlosberg
|
|
2007
|
|
16,064
|
|
4,490
|
|
10,175
|
|
1,533
|
|
32,262
|
|
|
|
2006
|
|
15,261
|
|
4,710
|
|
9,854
|
|
1,392
|
|
31,217
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark J. Hall
|
|
2007
|
|
13,272
|
|
4,077
|
|
5,444
|
|
|
|
22,793
|
|
|
|
2006
|
|
10,566
|
|
4,077
|
|
5,645
|
|
|
|
20,288
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kirk S. Blower
|
|
2007
|
|
9,476
|
|
3,140
|
|
5,444
|
|
|
|
18,060
|
|
|
|
2006
|
|
8,337
|
|
3,022
|
|
5,168
|
|
|
|
16,527
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas J. Kelly
|
|
2007
|
|
8,822
|
|
3,651
|
|
8,195
|
|
|
|
20,668
|
|
|
|
2006
|
|
8,103
|
|
3,480
|
|
9,854
|
|
|
|
21,437
|
|
Discussion of Summary Compensation Table:
Agreements with
named Executive Officers:
Rodney C. Sacks
. We entered into an employment
agreement dated as of June 1, 2003 with Rodney C. Sacks pursuant to which Mr. Sacks
renders services as our Chairman and Chief Executive Officer. Under his
employment agreement, Mr. Sacks annual base salary was $230,000 for the
seven month period ending December 31, 2003, increased to $245,000 per
annum for the 12 month period ending December 31, 2004 and increases by a
minimum of five percent (5%) for each subsequent 12 month period during the employment
period. Mr. Sacks is eligible to receive an annual bonus in an amount
determined at the discretion of our Board as well as certain fringe
benefits. The employment period
commenced on June 1, 2003 and ends on December 31, 2008. We have granted Mr. Sacks an option,
subject to time based vesting, to purchase 1,200,000 shares of Common Stock
(post-split) pursuant to a stock option agreement dated May 28, 2003, an
option to purchase 1,200,000 shares of Common Stock (post-split) pursuant to a
stock option agreement dated March 23, 2005 and an option to purchase
600,000 shares of Common Stock (post-split) pursuant to a stock option
agreement dated November 11, 2005. Under his employment agreement, Mr. Sacks
is subject to a confidentiality covenant and a six-month post-termination
non-competition covenant. The severance
provisions in Mr. Sacks employment agreement are discussed in the Potential
Payments Upon Termination or Change in Control section below.
Hilton H. Schlosberg
.
We entered into an employment agreement dated as of June 1, 2003
with Hilton H. Schlosberg pursuant to which Mr. Schlosberg renders
services as our President and Chief Financial Officer. Under his employment
agreement, Mr. Schlosbergs annual base salary was $230,000 for the seven
month period ending December 31, 2003, increased to $245,000 per annum for
the 12 month period ending December 31, 2004 and increases by a minimum of
five percent (5%) for each subsequent 12 month period during the employment
period. Mr. Schlosberg is eligible
to receive an annual bonus in an amount determined at the discretion of our
Board as well as certain fringe benefits.
The employment period commenced on June 1, 2003 and ends on December 31,
2008. We have granted Mr. Schlosberg
an option, subject to time based vesting, to purchase 1,200,000 shares of
Common Stock (post-split) pursuant to a stock option agreement dated as May 28,
2003,
16
an option to
purchase 1,200,000 shares of Common Stock (post-split) pursuant to a stock
option agreement dated March 23, 2005 and an option to purchase 600,000
shares of Common Stock (post-split) pursuant to a stock option agreement dated November 11,
2005. Under his employment agreement, Mr. Schlosberg is subject to a
confidentiality covenant and a six-month post-termination non-competition
covenant. The severance provisions in Mr. Schlosbergs
employment agreement are discussed in the Potential Payments Upon Termination
or Change in Control section below.
Mark J. Hall
. On January 21, 1997 Mr. Hall
executed our written offer of employment.
The written offer of employment specifies that Mr. Halls
employment with us is at will and thus may be terminated at any time for any
or no reason. Mr. Halls base compensation
was $270,000 as of December 31, 2007. Mr. Hall is eligible to receive
an annual bonus in an amount determined at the discretion of our Executive
Committee as well as certain fringe benefits.
Since January 1, 1999, we have granted Mr. Hall an option,
subject to time based vesting, to purchase 160,000 shares of Common Stock
(post-split) pursuant to a stock option agreement dated July 12, 2002, an
option to purchase 480,000 shares of Common Stock (post-split) pursuant to a
stock option agreement dated January 15, 2004, an option to purchase
800,000 shares of Common Stock (post-split) pursuant to a stock option
agreement dated March 23, 2005, an option to purchase 100,000 shares of
Common Stock (post-split) pursuant to a stock option agreement dated September 28,
2005 and an option to purchase 100,000 shares of common stock (post-split)
pursuant to a stock option agreement dated November 11, 2005.
Kirk
S. Blower
.
On January 18, 2008, Mr. Blower retired from his
position with the Company as its Senior Vice President Warehouse Division and
was subsequently hired on a commission/hourly basis on January 28, 2008. Mr. Blowers
employment is at will and thus may be been terminated at
any time for any or no reason. Mr. Blowers
base compensation was $144,000 as of December 31, 2007 and he was eligible
to receive a bonus, subject to review by our Executive Committee. Since January 1,
1999, we had granted Mr. Blower an option, subject to time based vesting,
to purchase 100,000 shares of Common Stock (post-split) pursuant to a stock
option agreement dated February 2, 1999, an option to purchase 100,000
shares of Common Stock (post-split) pursuant to a stock option agreement dated July 12,
2002, an option to purchase 100,000 shares of Common Stock (post-split) pursuant
to a stock option agreement dated January 15, 2004 and an option to
purchase 8,000 shares of Common Stock (post-split) pursuant to a stock option
agreement dated November 11, 2005.
Pursuant to Mr. Blowers retirement on January 18, 2008, his
unvested options were deemed canceled, released and extinguished.
Thomas
J. Kelly
.
Mr. Kellys
employment is at will and thus may be terminated at any time for any or no
reason. Mr. Kellys base
compensation was $170,000 as of December 31, 2007. Mr. Kelly is eligible to receive an
annual bonus in an amount determined at the discretion of our Executive
Committee as well as certain fringe benefits. Since January 1, 1999, we
have granted Mr. Kelly an option, subject to time based vesting, to
purchase 80,000 shares of Common Stock (post-split) pursuant to a stock option
agreement dated February 2, 1999, an option to purchase 80,000 shares of
Common Stock (post-split) pursuant to a stock option agreement dated July 12,
2002, an option to purchase 200,000 shares of Common Stock (post-split)
pursuant to a stock option agreement dated January 15, 2004 and an option
to purchase 8,000 shares of Common Stock (post-split) pursuant to a stock
option agreement dated November 11, 2005.
17
GRANTS OF PLAN-BASED AWARDS
No plan-based
awards were granted to our NEOs during the year ended December 31, 2007.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following
table summarizes the outstanding equity awards held by our NEOs at
December 31, 2007.
|
|
Option Awards
|
|
Stock Awards
|
|
Name
|
|
Grant Date
|
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
|
|
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
|
|
Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
|
|
Option
Exercise
Price ($)
|
|
Option
Exercise
Expiration
Date
|
|
Number
of Shares
or Units of
Stock That
Have Not
Vested (#)
|
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested ($)
|
|
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested (#)
|
|
Equity
Incentive Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested ($)
|
|
Rodney C. Sacks
|
|
2/2/1999
|
|
160,000
|
|
|
|
|
|
0.53125
|
|
2/2/2009
|
|
|
|
|
|
|
|
|
|
|
|
7/12/2002
|
|
448,476
|
|
|
|
|
|
0.44625
|
|
7/12/2012
|
|
|
|
|
|
|
|
|
|
|
|
5/28/2003
|
|
620,324
|
|
240,000
|
(1)
|
|
|
0.53125
|
|
5/28/2013
|
|
|
|
|
|
|
|
|
|
|
|
3/23/2005
|
|
380,000
|
|
720,000
|
(2)
|
|
|
6.58750
|
|
3/23/2015
|
|
|
|
|
|
|
|
|
|
|
|
11/11/2005
|
|
240,000
|
|
360,000
|
(3)
|
|
|
16.87000
|
|
11/11/2015
|
|
|
|
|
|
|
|
|
|
Hilton H.
|
|
2/2/1999
|
|
160,000
|
|
|
|
|
|
0.53125
|
|
2/2/2009
|
|
|
|
|
|
|
|
|
|
Schlosberg
|
|
7/12/2002
|
|
448,176
|
|
|
|
|
|
0.44625
|
|
7/12/2012
|
|
|
|
|
|
|
|
|
|
|
|
5/28/2003
|
|
620,324
|
|
240,000
|
(1)
|
|
|
0.53125
|
|
5/28/2013
|
|
|
|
|
|
|
|
|
|
|
|
3/23/2005
|
|
380,000
|
|
720,000
|
(2)
|
|
|
6.58750
|
|
3/23/2015
|
|
|
|
|
|
|
|
|
|
|
|
11/11/2005
|
|
240,000
|
|
360,000
|
(3)
|
|
|
16.87000
|
|
11/11/2015
|
|
|
|
|
|
|
|
|
|
Mark J. Hall
|
|
7/12/2002
|
|
32,000
|
|
|
|
|
|
0.44625
|
|
7/12/2012
|
|
|
|
|
|
|
|
|
|
|
|
1/15/2004
|
|
|
|
192,000
|
(4)
|
|
|
1.01875
|
|
1/15/2014
|
|
|
|
|
|
|
|
|
|
|
|
3/23/2005
|
|
|
|
480,000
|
(5)
|
|
|
6.58750
|
|
3/23/2015
|
|
|
|
|
|
|
|
|
|
|
|
9/28/2005
|
|
20,000
|
|
60,000
|
(6)
|
|
|
10.94750
|
|
9/28/2015
|
|
|
|
|
|
|
|
|
|
|
|
11/11/2005
|
|
20,000
|
|
60,000
|
(7)
|
|
|
16.87000
|
|
11/11/2015
|
|
|
|
|
|
|
|
|
|
Kirk S. Blower
|
|
1/15/2004
|
|
|
|
40,000
|
(8)
|
|
|
1.01875
|
|
1/15/2014
|
|
|
|
|
|
|
|
|
|
|
|
11/1/2005
|
|
1,600
|
|
4,800
|
(9)
|
|
|
12.42750
|
|
11/1/2015
|
|
|
|
|
|
|
|
|
|
Thomas J. Kelly
|
|
7/12/2002
|
|
16,000
|
|
|
|
|
|
0.44625
|
|
7/12/2012
|
|
|
|
|
|
|
|
|
|
|
|
1/15/2004
|
|
|
|
80,000
|
(10)
|
|
|
1.48250
|
|
1/15/2014
|
|
|
|
|
|
|
|
|
|
|
|
11/11/2005
|
|
3,200
|
|
4,800
|
(11)
|
|
|
16.87000
|
|
11/11/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
Vest as follows: 240,000 on
January 1, 2008
(2)
Vest as follows: 240,000 on
March 23, 2008; 240,000 on March 23, 2009; 240,000 on March 23,
2010
(3)
Vest as follows: 120,000 on
November 11, 2008; 120,000 on November 11, 2009, 120,000 on
November 11, 2010
(4)
Vest as follows: 96,000 on
January 15, 2008; 96,000 on January 15, 2009
(5)
Vest as follows: 160,000 on
March 23, 2008; 160,000 on March 23, 2009; 160,000 on March 23,
2010
(6)
Vest as follows: 20,000 on
September 28, 2008; 20,000 on September 28, 2009; 20,000 on
September 28, 2010
(7)
Vest as follows: 20,000 on
November 11, 2008; 20,000 on November 11, 2009; 20,000 on
November 11, 2010
(8)
Vest
as follows: 20,000 on January 15, 2008; 20,000 unvested options are deemed
canceled, released and extinguished pursuant to Mr. Blowers retirement on
January 18, 2008
(9)
4,800
unvested options are deemed canceled, released and extinguished pursuant to
Mr. Blowers retirement on January 18, 2008
(10)
Vest
as follows: 40,000 on January 15, 2008; 40,000 on January 15, 2009
(11)
Vest
as follows: 1,600 on November 11, 2008; 1,600 on November 11, 2009;
1,600 on November 11, 2010
18
OPTION EXERCISES AND STOCK VESTED
The following
table summarizes exercise of stock options by our NEOs during the Companys
fiscal year ended December 31, 2007.
|
|
Option Awards
|
|
Stock Awards
|
|
Name
|
|
Number of
Shares Acquired
on Exercise (#)
|
|
Value Realized on
Exercise ($)
|
|
Number of
Shares Acquired
on Vesting (#)
|
|
Value Realized
on Vesting ($)
|
|
Rodney C.
Sacks
|
|
811,500
|
|
$
|
37,030,100
|
|
|
|
|
|
Hilton H.
Schlosberg
|
|
811,500
|
|
37,030,100
|
|
|
|
|
|
Mark J. Hall
|
|
328,000
|
|
14,550,080
|
|
|
|
|
|
Kirk S. Blower
|
|
41,600
|
|
1,876,160
|
|
|
|
|
|
Thomas J.
Kelly
|
|
40,000
|
|
1,808,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PENSION BENEFITS
We do not
maintain or make contributions to a defined benefit plan for any employees
.
NON QUALIFIED DEFERRED COMPENSATION
None of our
NEOs participated or have account balances in non-qualified defined
contribution plans or other deferred compensation plans maintained by us. The Compensation Committee, which is
comprised solely of outside directors as defined for the purposes of
Section 162(m) of the Internal Revenue Code, may elect to provide our
officers or other employees with non-qualified defined contribution or deferred
compensation benefits should they deem such benefits appropriate.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
We have
entered into certain agreements and maintain certain plans that may require us
to make certain payments and/or provide certain benefits to the NEOs in the
event of a termination of employment or a change of control. The following tables and narrative disclosure
summarize the potential payments to each NEO assuming that one of the events
listed in the tables below occurs. The
tables assume that the event occurred on December 31, 2007, the last day
of our fiscal year.
Key
Employment Agreement and Stock Option Agreement Definitions
For purposes
of the employment agreements with Mr. Sacks and Mr. Schlosberg
described in this section, cause, (under
which we may terminate their employment),
is defined as (i) an act or acts of dishonesty or gross misconduct
on the executives part which result or are intended to result in material
damage to our business or reputation or (ii) repeated material violations
by the executive of his obligations relating to his position and duties which
violations are demonstrably willful and deliberate on the executives part and
which result in material damage to our business or reputation and as to which
material violations our Board has notified the executive in writing.
19
For purposes
of the employment agreements with Mr. Sacks and Mr. Schlosberg
described in this section, constructive termination, (under which they may
terminate their employment), is defined as (i) without the written consent
of the executive, (A) the assignment to the executive of any duties
inconsistent in any substantial respect with the executives position,
authority or responsibilities as contemplated by the position and duties
described in his employment agreement, or (B) any other substantial adverse
change in such position, including titles, authority or responsibilities;
(ii) any failure by us to comply with any of the provisions of his
employment agreement, other than an insubstantial or inadvertent failure
remedied by us promptly after receipt of notice thereof given by the executive;
(iii) our requiring the executive without his consent to be based at any
office location outside of Orange County, California except for travel
reasonably required in the performance of the executives responsibilities; or
(iv) any failure by us to obtain the assumption and agreement to perform
the employment agreement by a successor as contemplated by
Section 13(b) of the employment agreement, provided that the
successor has had actual written notice of the existence of the respective
employment agreement and its terms and an opportunity to assume our
responsibilities under the employment agreement during a period of 10 business
days after receipt of such notice.
For purposes
of the employment agreements with Mr. Sacks and Mr. Schlosberg
described in this section, disability is defined as disability which would
entitle the executive to receive full long-term disability benefits under our
long-term disability plan, or if no such plan shall then be in effect, any
physical or mental disability or incapacity which renders the executive
incapable of performing the services required of him in accordance with his
obligations under Section 5 of the employment agreement for a period of
more than 120 days in the aggregate during any 12-month period during the
Employment Period.
For purposes
of the stock option agreements with Mr. Sacks and Mr. Schlosberg
described in this section, change in control is defined as (i) the
acquisition of Beneficial Ownership by any person (as defined in
rule 13(d)3 under the Exchange Act), corporation or other entity other
than us or a wholly owned subsidiary of 20% or more of our outstanding stock,
(ii) the sale or disposition of substantially all of our assets, or
(iii) our merger with another corporation in which our Common Stock is no
longer outstanding after such merger.
For purposes
of the stock option agreements with Mr. Sacks and Mr. Schlosberg
described in this section, cause, (under which we may terminate their
employment), is defined as the individuals act of fraud or dishonesty, knowing
and material failure to comply with applicable laws or regulations or drug or
alcohol abuse; and good reason, (under which they may terminate their
employment), is defined as a reduction in the individuals compensation or
benefits, the individuals removal from his current position or the assignment
to the individual of duties or responsibilities that are inconsistent with the
dignity, importance or scope of his position with us.
For purposes
of all the stock option agreements described in this section, total disability
is defined as the complete and permanent inability of the executive to perform
all his duties of employment with us.
20
For purposes
of the employment offer letters with Mr. Hall described in this section,
cause, (under which we may terminate employment), shall mean an act of
dishonesty, or reasons which justify summary dismissal.
For purposes
of the stock option agreements with Mr. Hall described in this section,
change in control is generally defined as (i) the acquisition of
Beneficial Ownership by any person (as defined in Rule 13(d)3 under the
Exchange Act ), corporation or other entity other than us or a wholly owned
subsidiary of ours of 50% or more of our outstanding stock, (ii) the sale
or disposition of substantially all of our assets, or (iii) our merger
with another corporation in which our Common Stock is no longer outstanding
after such merger.
For purposes
of the stock option agreements with Mr. Hall, Mr. Blower and
Mr. Kelly described in this section, cause, (under which we may terminate
their employment), is defined as the individuals act of fraud or dishonesty,
knowing and material failure to comply with applicable laws or regulations or
satisfactorily perform his duties of employment, insubordination or drug or
alcohol abuse.
Rodney C. Sacks
Circumstances of Termination
|
|
|
|
Payments and Benefits
|
|
Death ($)
|
|
Disability
($)
|
|
Cause and
Voluntary
Termination
($)
|
|
Termination by
Corporation other
than for Cause or
Disability and
Termination by the
Executive for
Constructive
Termination ($)
|
|
Change in
control ($)
|
|
|
|
(a)
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
Base Salary
|
|
290,000
|
|
290,000
|
|
|
|
280,193
|
|
|
|
Vacation
|
|
22,307
|
|
22,307
|
|
22,307
|
|
22,307
|
|
|
|
Benefit Plans
|
|
9,378
|
|
15,666
|
|
|
|
15,666
|
|
|
|
Automobile
|
|
33,122
|
|
33,122
|
|
|
|
33,122
|
|
|
|
Perquisites and other personal benefits
|
|
|
|
|
|
|
|
|
|
|
|
Acceleration of stock option awards
|
|
|
|
|
|
|
|
5,203,828
|
|
5,203,828
|
|
Total
|
|
354,807
|
|
361,095
|
|
22,307
|
|
5,555,116
|
|
5,203,828
|
|
(a)
Under
his employment agreement, upon termination due to death or disability,
Mr. Sacks, or his legal representative, is entitled to continuation of
base salary, employee plan benefits for himself and his family and automobile
benefits for a period of one year from the date of termination and payment for
accrued vacation.
(b)
Under
his employment agreement, upon termination by us for cause or voluntary
termination by Mr. Sacks, Mr. Sacks is entitled to payment for only
accrued vacation.
(c)
Under
his employment agreement, upon termination by us without cause and termination
by Mr. Sacks for constructive termination i.e. for good cause, or if we
elect not to renew the employment agreement, Mr. Sacks is entitled to the
present value of his base salary for the period through December 31, 2008,
or through the date which is twelve months from the date of termination,
whichever period is longer, at the rate in effect on the date of termination,
discounted at the interest rate payable on one year Treasury Bills in effect on
the day that is 30 business days prior to the date of termination. In addition,
Mr. Sacks is entitled to continuation of all benefit plans and automobile
benefits for the period from the date of termination to December 31, 2008,
or through the date which is twelve months from the date of termination,
whichever period is longer. Also, in the
case of termination without
21
cause, Mr. Sacks
is entitled to two weeks base salary in lieu of notice at the rate in effect on
the date of termination. In addition,
under Mr. Sacks stock option agreements, if Mr. Sacks employment is
terminated by us without cause or by Mr. Sacks for good reason, all stock
option awards shall immediately become exercisable in their entirety.
(d)
Under
Mr. Sacks stock option agreements, upon a change in control, all stock
option awards shall immediately become exercisable in their entirety and the
options may, with the consent of Mr. Sacks, be purchased by the Company
for cash at a price equal to the fair market value less the purchase price
payable by Mr. Sacks to exercise the options for one (1) share of our
Common Stock multiplied by the number of shares of Common Stock which
Mr. Sacks has the option to purchase.
Hilton H. Schlosberg
Circumstances of Termination
|
|
|
|
Payments and Benefits
|
|
Death ($)
|
|
Disability
($)
|
|
Cause and
Voluntary
Termination
($)
|
|
Termination by
Corporation other
than for Cause or
Disability and
Termination by the
Executive for
Constructive
Termination ($)
|
|
Change in
control ($)
|
|
|
|
(a)
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
Base Salary
|
|
290,000
|
|
290,000
|
|
|
|
280,193
|
|
|
|
Vacation
|
|
22,307
|
|
22,307
|
|
22,307
|
|
22,307
|
|
|
|
Benefit Plans
|
|
10,175
|
|
16,208
|
|
|
|
16,208
|
|
|
|
Automobile
|
|
16,065
|
|
16,065
|
|
|
|
16,065
|
|
|
|
Perquisites and other personal benefits
|
|
|
|
|
|
|
|
|
|
|
|
Acceleration of stock option awards
|
|
|
|
|
|
|
|
5,203,828
|
|
5,203,828
|
|
Total
|
|
338,547
|
|
344,580
|
|
22,307
|
|
5,538,601
|
|
5,203,828
|
|
(a)
Under
his employment agreement, upon termination due to death or disability,
Mr. Schlosberg, or his legal representative, is entitled to continuation
of base salary, employee plan benefits for himself and his family and
automobile benefits for a period of one year from the date of termination and
payment for accrued vacation.
(b)
Under
his employment agreement, upon termination by us for cause or voluntary
termination by Mr. Schlosberg, Mr. Schlosberg is entitled to payment
for only accrued vacation.
(c)
Under
his employment agreement, upon termination by us without cause and termination
by Mr. Schlosberg for constructive termination i.e. for good cause, or if
we elect not to renew the employment agreement, Mr. Schlosberg is entitled
to the present value of his base salary for the period through
December 31, 2008, or through the date which is twelve months from the
date of termination, whichever period is longer, at the rate in effect on the
date of termination, discounted at the interest rate payable on one year
Treasury Bills in effect on the day that is 30 business days prior to the date
of termination. In addition, Mr. Schlosberg is entitled to continuation of
all benefit plans and automobile benefits for the period from the date of termination
to December 31, 2008, or through the date which is twelve months from the
date of termination, whichever period is longer. Also, in the case of termination without
cause, Mr. Schlosberg is entitled to two weeks base salary in lieu of
notice at the rate in effect on the date of termination. In addition, under Mr. Schlosbergs
stock option agreements, if Mr. Schlosbergs employment is terminated by
us without cause or by Mr. Schlosberg for good reason, all stock option
awards shall immediately become exercisable in their entirety.
(d)
Under
Mr. Schlosbergs stock option agreements, upon a change in control, all
stock option awards shall immediately become exercisable in their entirety and
the options may with the consent of Mr. Schlosberg, be purchased by us for
cash at a price equal to the fair market value less the purchase price payable
by Mr. Schlosberg to exercise the options for one (1) share of our
Common Stock multiplied by the number of shares of Common Stock which
Mr. Schlosberg has the option to purchase.
22
Mark J. Hall
Circumstances of Termination
|
|
|
|
Payments and Benefits
|
|
Death ($)
|
|
Disability ($)
|
|
Cause and
Voluntary
Termination
($)
|
|
Termination by
Corporation other
than for Cause or
Disability ($)
|
|
Change in
control ($)
|
|
|
|
(a)
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
Base Salary
|
|
|
|
|
|
|
|
45,000
|
|
|
|
Vacation
|
|
20,770
|
|
20,770
|
|
20,770
|
|
20,770
|
|
|
|
Benefit Plans
|
|
|
|
|
|
|
|
1,790
|
|
|
|
Automobile
|
|
|
|
|
|
|
|
|
|
|
|
Perquisites and other personal benefits
|
|
|
|
|
|
|
|
|
|
|
|
Acceleration of stock option awards
|
|
|
|
|
|
|
|
|
|
2,447,002
|
|
Total
|
|
20,770
|
|
20,770
|
|
20,770
|
|
67,560
|
|
2,447,002
|
|
(a)
Under our general
employment practices, upon termination due to death or disability, Mr. Hall,
or his legal representative, is entitled to payment for accrued vacation.
(b)
Under Mr. Halls
employment offer letter dated January 21, 1997 and our general employment
practices, upon termination by us for cause or voluntary termination by
Mr. Hall, Mr. Hall is entitled to payment for accrued vacation.
(c)
Under Mr. Halls
employment offer letter dated January 21, 1997, upon termination by us
without cause, Mr. Hall is entitled to two months severance pay and the
continuation of medical and dental benefit coverage for both himself and his
family for a period of two months. In
addition, under our general employment practices, Mr. Hall is entitled to
payment for accrued vacation.
(d)
Under Mr. Halls
stock option agreements (exclusive of the stock option agreement dated
July 12, 2002), upon a change in control, all stock option awards shall
immediately become exercisable in their entirety and the options may, with the
consent of Mr. Hall, be purchased by us for cash at a price equal to the
fair market value less the purchase price payable by Mr. Hall to exercise
the options for one (1) share of our Common Stock multiplied by the number
of shares of Common Stock which Mr. Hall has the option to purchase. Under
Mr. Halls stock option agreement dated July 12, 2002, our Board may,
at any time, in its sole discretion, provide that upon the occurrence of a
change in control (as determined by the Board), all or a specified portion of
any outstanding options not theretofore exercisable shall immediately become
exercisable and that any option not exercised prior to such change in control
shall be canceled.
Kirk S. Blower
Circumstances of Termination
|
|
|
|
Payments and Benefits
|
|
Death ($)
|
|
Disability ($)
|
|
Cause and
Voluntary
Termination
($)
|
|
Termination by
Corporation other
than for Cause or
Disability ($)
|
|
Change in
control ($)
|
|
|
|
(a)
|
|
(a)
|
|
(b)
|
|
(c)
|
|
|
|
Base Salary
|
|
|
|
|
|
|
|
|
|
|
|
Vacation
|
|
5,437
|
|
5,437
|
|
5,437
|
|
5,437
|
|
|
|
Benefit Plans
|
|
|
|
|
|
|
|
|
|
|
|
Automobile
|
|
|
|
|
|
|
|
|
|
|
|
Perquisites and other personal benefits
|
|
|
|
|
|
|
|
|
|
|
|
Acceleration of stock option awards
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
5,437
|
|
5,437
|
|
5,437
|
|
5,437
|
|
|
|
On
January 18, 2008, Kirk S. Blower retired from his position with the
Company as its Senior Vice President Warehouse Division and was subsequently
hired on a commission/hourly basis on January 28, 2008.
23
(a)
Under our general
employment practices, upon termination due to death or disability,
Mr. Blower or his legal representative, is entitled to payment for accrued
vacation.
(b)
Under our general
employment practices, upon termination by us for cause or voluntary termination
by Mr. Blower, Mr. Blower is entitled to payment for accrued
vacation.
(c)
Under our general
employment practices, upon termination by us without cause, Mr. Blower is
entitled to payment for accrued vacation.
Thomas J. Kelly
Circumstances of Termination
|
|
|
|
Payments and Benefits
|
|
Death ($)
|
|
Disability
($)
|
|
Cause and
Voluntary
Termination
($)
|
|
Termination by
Corporation other
than for Cause or
Disability ($)
|
|
Change in
control ($)
|
|
|
|
(a)
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
Base Salary
|
|
|
|
|
|
|
|
|
|
|
|
Vacation
|
|
11,933
|
|
11,933
|
|
11,933
|
|
11,933
|
|
|
|
Benefit Plans
|
|
|
|
|
|
|
|
|
|
|
|
Automobile
|
|
|
|
|
|
|
|
|
|
|
|
Perquisites and other personal benefits
|
|
|
|
|
|
|
|
|
|
|
|
Acceleration of stock option awards
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
11,933
|
|
11,933
|
|
11,933
|
|
11,933
|
|
|
|
(a)
Under our general
employment practices, upon termination due to death or disability,
Mr. Kelly or his legal representative, is entitled to payment for accrued
vacation.
(b)
Under our general
employment practices, upon termination by us for cause or voluntary termination
by Mr. Kelly, Mr. Kelly is entitled to payment for accrued vacation.
(c)
Under our general
employment practices, upon termination by us without cause, Mr. Kelly is
entitled to payment for accrued vacation.
(d)
Under Mr. Kellys
stock option agreements our Board may, at any time, in its sole discretion,
provide that upon the occurrence of a change in control (as determined by the
Board), all or a specified portion of any outstanding options not theretofore
exercisable shall immediately become exercisable and that any option not
exercised prior to such change in control shall be canceled. Under the
Amendment to Conditions of Employment of Mr. Kelly dated December 7,
1999, if, following a change in control, Mr. Kellys employment with us is
terminated by us other than for cause or in the event that Mr. Kelly
resigns under circumstances which constitute constructive dismissal by us of
Mr. Kelly, then Mr. Kelly shall be entitled to receive severance pay
from us as follows: If termination occurs within the first six (6)months after
the change in control occurs, Mr. Kelly shall be entitled to six
(6) months severance pay in the amount of $85,000; if termination occurs
between six (6) and twelve (12) months after the change in control occurs,
Mr. Kelly shall be entitled to five (5) months severance pay in the
amount of $70,833; if termination occurs between twelve (12) and eighteen (18)
months after the change in control occurs, Mr. Kelly shall be entitled to
four (4) months severance pay in the amount of $56,666 and if the
termination occurs between eighteen and twenty-four (24) months after the
change in control occurs, Mr. Kelly shall be entitled to three
(3) months severance pay in the amount of $42,500.
24
DIRECTOR COMPENSATION
The following
table sets forth a summary of the compensation we paid to our outside directors
during the fiscal year ended December 31, 2007.
Name
|
|
Fees Earned or
Paid in Cash ($)
|
|
Stock
Awards
($)
|
|
Option
Awards
($)(1)
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
|
|
All Other
Compensation
($)
|
|
Total ($)
|
|
Benjamin M. Polk
|
|
|
|
|
|
60,555
|
|
|
|
|
|
|
|
60,555
|
|
Norman C. Epstein
|
|
32,000
|
|
|
|
60,555
|
|
|
|
|
|
|
|
92,555
|
|
Sydney Selati
|
|
28,750
|
|
|
|
51,376
|
|
|
|
|
|
|
|
80,126
|
|
Harold C. Taber
|
|
27,500
|
|
|
|
60,555
|
|
|
|
|
|
|
|
88,055
|
|
Mark S. Vidergauz
|
|
21,500
|
|
|
|
60,555
|
|
|
|
|
|
|
|
82,055
|
|
(1)
The outside directors held the following
numbers of outstanding stock options as of December 31, 2007; Benjamin M.
Polk, 9,600; Norman C. Epstein, 19,200; Sydney Selati, 32,000; Harold C, Taber,
19,200; and Mark S. Vidergauz, 9,600.
During the
year ended December 31, 2007 no options awards were granted to our outside
directors.
In 2007
outside directors were entitled to an annual fee of $15,000 plus $1,500 for
each meeting of the Board attended. Outside directors were also entitled to
$500 for each Board meeting attended by telephone. Outside directors were entitled to $1,000 for
each Audit Committee meeting attended in person and $500 for each Audit
Committee meeting attended by telephone. The Audit Committee chairman earns an
additional annual fee of $5,000. Outside
directors were entitled to $500 for each Compensation Committee meeting
attended in person and $250 for each Compensation Committee meeting attended by
telephone. Outside directors were
entitled to $500 for each Nominating Committee meeting attended in person and
$250 for each Nominating Committee meeting attended by telephone. Outside
directors were entitled to $500 for each Special Committee meeting attended in
person and $250 for each Special Committee meeting attended by telephone.
Employee
Stock Option Plans
The Company
has a stock option plan (the Plan) that provided for the grant of options to
purchase up to 24,000,000 shares of the Common Stock of the Company to certain
key employees of the Company and its subsidiaries. Options granted under the Plan may either be
incentive stock options qualified under Section 422 of the Internal
Revenue Code of 1986, as amended, or non-qualified options. Such options are exercisable at fair market
value on the date of grant for a period of up to ten years. Under the Plan, shares subject to options may
be purchased for cash, or for shares of Common Stock valued at fair market
value on the date of purchase. Under the
Plan, no additional options may be granted after July 1, 2001.
25
During 2001,
the Company adopted the Hansen Natural Corporation Amended and Restated 2001
Stock Option Plan (the 2001 Option Plan).
The 2001 Option Plan provides for the grant of options to purchase up to
22,000,000 shares of the Common Stock of the Company to certain key employees
or non-employees of the Company and its subsidiaries. Options granted under the 2001 Option Plan
may be incentive stock options under Section 422 of the Internal Revenue
Code, as amended (the Code), nonqualified stock options, or stock appreciation
rights. On September 18, 2007, the
Board adopted the Hansen Natural Corporation Amended and Restated Stock Option
Plan (the 2001 Amended Option Plan), which was approved by our stockholders
on November 9, 2007. The 2001 Amended Option Plan provides, among other
items, that stock options may be granted to Consultants (as such term is
defined in the Amended Plan) as well as to employees.
The Plan and
the 2001 Option Plan are administered by the Compensation Committee of the
Board of Directors of the Company, comprised of directors who satisfy the
non-employee director requirements of Rule 16b-3 under the Securities
Exchange Act of 1934 and the outside director provision of
Section 162(m) of the Code.
Grants under the Plan and the 2001 Amended Option Plan are made pursuant
to individual agreements between the Company and each grantee that specifies
the terms of the grant, including the exercise price, exercise period, vesting
and other terms thereof.
Outside
Directors Stock Option Plans
The Company
had an option plan for its outside directors (the Directors Plan) that
provided for the grant of options to purchase up to an aggregate of 800,000
shares of Common Stock of the Company to directors of the Company who are not
and have not been employed by or acted as consultants to the Company and its
subsidiaries or affiliates and who are not and have not been nominated to the
Board of Directors of the Company pursuant to a contractual arrangement. Under
the Directors Plan, no additional options could be granted after
November 30, 2004.
During 2005,
the Company adopted the 2005 Hansen Natural Corporation Stock Option Plan for
Non-Employee Directors (2005 Directors Plan) that provides for the grant of
options to purchase up to an aggregate of 800,000 shares of Common Stock of the
Company to non-employee directors of the Company. On the date of the annual meeting of
stockholders at which an eligible director is initially elected, each eligible
director is entitled to receive a one-time grant of an option to purchase
24,000 shares of the Companys Common Stock exercisable at the closing price
for a share of Common Stock on the date of grant. Additionally, on the fifth anniversary of the
election of eligible directors elected or appointed to the Board, and each
fifth anniversary thereafter, each eligible director shall receive an
additional grant of an option to purchase 19,200 shares of the Companys Common
Stock. Options become exercisable in
four equal installments, with the grant immediately vested with respect to 25%
of the grant and the remaining installments vesting on the three successive
anniversaries of the date of grant; provided that all options held by an
eligible director become fully and immediately exercisable upon a change in
control of the Company. Options granted
under the 2005 Directors Plan that are not exercised generally expire ten years
after the date of grant. Option grants
may be made under the 2005 Directors Plan for ten years from the effective date
of the Directors Plan. The Directors
Plan is a formula plan so that a non-employee directors participation in the
Directors Plan does not affect his status as a disinterested person (as
defined in Rule 16b-3 under the Securities Exchange Act of 1934). Four eligible directors were initially
granted options to
26
purchase 19,200 shares of the
Companys Common Stock pursuant to the 2005 Directors Plan, (see Principal
Stockholders and Security Ownership of Management).
Equity
Compensation Plan Information
The following
table sets forth information as of December 31, 2007 with respect to
shares of our Common Stock that may be issued under our equity compensation
plans.
Plan category
|
|
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
|
|
Weighted-average
exercise price of
outstanding
options, warrants
and rights
|
|
Number of securities
remaining available for
future issuance under equity
compensation plans
(excluding securities
reflected in column (a))
|
|
|
|
(a)
|
|
(b)
|
|
(c)
|
|
|
|
|
|
|
|
|
|
Equity compensation plans approved by
stockholders
|
|
9,461,750
|
|
$
|
7.91
|
|
6,815,700
|
|
|
|
|
|
|
|
|
|
Equity compensation plans not approved by
stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
9,461,750
|
|
$
|
7.91
|
|
6,815,700
|
|
As of
March 17, 2008, 6,851,700 shares were available for grant under equity
compensation plans.
Certain
Relationships and Related Transactions and Director Independence
The Board has
determined that Messrs. Epstein, Taber, Selati and Vidergauz are
independent directors under applicable NASDAQ Marketplace Rules and SEC
rules.
Each director
and nominee for election as director delivers to the company annually a
questionnaire that includes, among other things, a request for information
relating to any transactions in which both the director or nominee, or their
family members, and the company participates, and in which the director or
nominee, or such family member, has a material interest.
The Audit
Committee, among its other duties and responsibilities, reviews and monitors
all related party transactions. The Audit Committees policies and procedures
for related party transactions are not in writing, but the proceedings are
documented in the minutes of the Audit Committee meetings. The Audit Committee will assess, among
factors it deems appropriate, whether the transaction is on terms no more
favorable than terms generally available to an unaffiliated third-party under
the same or similar circumstances and the extent of the related partys
interest in the transaction. The Audit Committee is responsible for reviewing
all related party transactions on a continuing basis and potential conflict of
interest situations where appropriate. No director shall participate in any
discussion or approval of a transaction for which he is a related party, except
that this director shall provide all material information concerning the
transaction to the Audit Committee.
27
Benjamin M.
Polk is a partner in Schulte Roth & Zabel LLP, a law firm that we have
retained since May 2004, and was previously a partner with
Winston & Strawn LLP, a law firm (together with its predecessors) that
had been retained by the Company since 1992.
Expenses incurred in connection with services rendered by the firm to
the Company during the year ended December 31, 2007 were $5.5 million.
Rodney C.
Sacks is currently acting as the sole Trustee of a trust formed pursuant to an
Agreement of Trust dated July 27, 1992 for the purpose of holding the
Hansens ® trademark. We and HBC have
agreed to indemnify Mr. Sacks and hold him harmless from any claims, loss
or liability arising out of his acting as Trustee.
During 2007,
we purchased promotional items from IFM Group, Inc. (IFM). Rodney C. Sacks, together with members of his
family, own approximately 27% of the issued shares in IFM. Hilton H. Schlosberg, together with members
of his family, own approximately 58% of the issued shares in IFM. Expenses incurred with such company in
connection with promotional materials purchased during the year ended
December 31, 2007 were $0.8 million.
We continue to purchase promotional items from IFM Group, Inc. in
2008.
The preceding
descriptions of agreements are qualified in their entirety by reference to such
agreements, which have been filed as exhibits to the Companys reports, as
applicable.
AUDIT COMMITTEE
The Board of
Directors has adopted a written charter for the Audit Committee which is
available on our website at
www.hansens.com
. The Board of Directors has determined that
the members of the Audit Committee are independent, as defined in the NASDAQ
Marketplace Rules and SEC rules relating to audit committees, meaning
that they have no relationship to the Company that may interfere with the
exercise of their independence from management and the Company.
Report of
the Audit Committee
The Audit
Committee consists of three independent directors (as independence is defined
by NASD Rule 4200(a) (15)). Our Board of Directors has determined
that Mr. Epstein is (1) an audit committee financial expert, as
that term is defined in Item 407(d)(5) of Regulation S-K of the Exchange
Act, and (2) independent as defined by the NASDAQ Marketplace
Rules and Section 10A(m)(3) of the Exchange Act. The Audit
Committee appoints, determines funding for, oversees and evaluates the auditor
with respect to accounting, internal controls and other matters, and makes
other decisions with respect to audit and finance matters. The Audit Committee
also pre-approves the retention of the auditors, and the auditors fees for all
audit and non-audit services provided by the auditor and determines whether the
provision of non-audit services is compatible with maintaining the independence
of the auditor. All members of the Audit Committee are able to read and
understand financial statements and have experience in finance and accounting
that provide them with financial sophistication.
28
Duties and
Responsibilities
The Audit
Committee operates under a written charter approved by the Board of Directors.
Pursuant to authority delegated by the Board of Directors and the Audit
Committees written charter, the Audit Committee assists the Board of Directors
in fulfilling its oversight responsibilities with respect to:
|
·
|
the
integrity of the Companys financial statements;
|
|
·
|
the
Companys systems of internal controls regarding finance and accounting as
established by management;
|
|
·
|
the
independent auditors qualifications and independence;
|
|
·
|
the
performance by the Companys independent auditors;
|
|
·
|
the
Companys auditing, accounting and financial reporting processes generally;
and
|
|
·
|
compliance
with the Companys ethical standards for senior financial officers and all
personnel.
|
In fulfilling
its duties, the Audit Committee maintains free and open communication with the
Board, the independent auditors, financial management and all employees.
In connection
with these responsibilities, the Audit Committee met with management and
Deloitte and Touche LLP, the Companys independent auditors, to review and
discuss the Companys audited financial statements. The Audit Committee also
discussed with the independent auditors the matters required by the Statement
on Auditing Standards No. 61 (Certification of Statements on Auditing
Standards), as may be modified or supplemented. The Audit Committee also
received from Deloitte and Touche LLP the written disclosures and the letter
required by Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees) as may be modified or supplemented, and has
discussed with Deloitte and Touche LLP its independence.
Based on the
foregoing reviews and discussions, the Audit Committee recommended to the Board
of Directors that the audited financial statements be included in the Companys
Annual Report on Form 10-K for the fiscal year ended December 31,
2007.
|
Audit
Committee
|
|
Norman C.
Epstein, Chairman
|
|
Harold C.
Taber, Jr.
|
|
Sydney
Selati
|
29
Principal
Accounting Firm Fees
Accounting
Fees
Aggregate fees billed and
unbilled to the Company for service provided for the years ended December 31,
2007, and 2006 by the Companys independent registered public accounting firm,
Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu,
and their respective affiliates (collectively Deloitte & Touche):
|
|
Year ended December 31,
|
|
|
|
2007
|
|
2006
|
|
Audit Fees
|
|
$
|
823,640
|
|
$
|
1,250,274
|
|
Audit Related
Fees
1
|
|
1,500
|
|
13,884
|
|
Tax Fees
2
|
|
264,193
|
|
1,500
|
|
Total Fees
3
|
|
$
|
1,089,333
|
|
$
|
1,265,658
|
|
1
Audit related fees consisted of
fees for consultations regarding reporting matters under regulations of the
Securities and Exchange Commission.
2
Tax fees consisted of fees for tax
consultation services including advisory services for state tax analysis and
tax audit assistance.
3
For years ended December 31,
2007 and 2006, all of the services performed by Deloitte & Touche have
been pre-approved by the Audit Committee.
The
Audit Committee has considered whether Deloitte & Touches provision
of the non-audit services covered above is compatible with maintaining Deloitte &
Touches independence and has determined that it is.
Pre-Approval of
Audit and Non-Audit Services
The Audit
Committees policy is to pre-approve all audit and non-audit services provided
by the Companys independent auditors.
These services may include audit services, audit-related services, tax
services and other services.
Pre-approval is generally provided for up to one year, and any
pre-approval is detailed as to the particular service or category of services
and is generally subject to a specific budget.
The Audit Committee has delegated pre-approval authority to its Chairman
when necessary due to timing considerations.
Any services approved by the Chairman must be reported to the full Audit
Committee at its next scheduled meeting.
The independent auditors and management are required to periodically
report to the full Audit Committee regarding the extent of services provided by
the independent auditors in accordance with the pre-approval policies, and the
fees for the services performed to date.
30
COMPENSATION
COMMITTEE
The Compensation
Committee is responsible for reviewing, developing and recommending to the
Board the appropriate management compensation policies, programs and levels and
reviews the performance of the Chief Executive Officer, President and other
senior executive officers periodically in relation to these objectives.
The Compensation Committee is ultimately responsible
for determining, affirming or amending the level and nature of executive
compensation of the Company. The
Compensation Committee has access, at the Companys expense, to independent,
outside compensation consultants for both advice and competitive data for the
purpose of making such determinations.
The Compensation Committee believes that the compensation policies and
programs as outlined above in `Compensation Discussion and Analysis` ensure
that levels of executive compensation fairly reflect the performance of the
Company, thereby serving the best interests of its stockholders.
Compensation
Committee Interlocks and Insider Participation in Compensation Decisions
The Companys
Compensation Committee is comprised of Mr. Epstein, Mr. Selati and Mr. Vidergauz. No interlocking relationships exist between
any member of the Companys Board of Directors or Compensation Committee and
any member of the board of directors or compensation committee of any other
company, nor has any such interlocking relationship existed in the past. No member of the Compensation Committee is or
was formerly an officer or an employee of the Company.
Compensation
Committee Report
We have reviewed and discussed with
management the Compensation Discussion and Analysis required by Item 402(b) of
Regulation S-K. Based on such review and
discussions, we recommend to the Board that the Compensation Discussion and
Analysis referred to above be included in this proxy statement and incorporated
by reference into the Companys Annual Report on Form 10-K for the fiscal
year ended December 31, 2007.
|
Compensation
Committee
|
|
|
Norman C.
Epstein, Chairman
|
|
Sydney Selati
|
|
Mark S. Vidergauz
|
31
NOMINATING COMMITTEE
The Nominating
Committee assists the Board in fulfilling its responsibilities by establishing,
and submitting to the Board for approval, criteria for the selection of new
directors; identifying and approving individuals qualified to serve as members
of the Board; selecting director nominees for our annual meetings of
stockholders; evaluating the performance of the Board; reviewing and
recommending to the Board any appropriate changes to the committees of the
Board; and developing and recommending to the Board corporate governance
guidelines and oversight with respect to corporate governance and ethical
conduct.
The Nominating Committee
has a policy regarding the consideration of any director candidates recommended
by stockholders. Suggestions for candidates to the Board may be made in writing
and mailed to the Nominating Committee, c/o Office of the Corporate Secretary,
Hansen Natural Corporation
,
550 Monica Circle, Suite 201,
Corona, CA 92880
. Nominations
must be submitted in a manner consistent with our bylaws. We will furnish a copy of the bylaws to any
person, without charge, upon written request directed to the Office of the
Corporate Secretary at our principal executive offices. Each candidate suggestion made by a
stockholder must include the following:
·
the
candidates name, contact information, detailed biographical material,
qualifications and an explanation of the reasons why the stockholder believes
that this candidate is qualified for service on the Board;
·
all
information relating to the candidate that is required to be disclosed in
solicitations of proxies for elections of directors in an election contest, or
as otherwise required, under the securities laws;
·
a
written consent of the candidate to being named in a Company proxy statement as
a nominee and to serving as a director, if elected; and
·
a
description of any arrangements or undertakings between the stockholder and the
candidate regarding the nomination.
Our Nominating
Committee will evaluate all stockholder-recommended candidates on the same
basis as any other candidate. Among
other things, the Nominating Committee will consider the experience and
qualifications of any particular candidate as well as such candidates past or
anticipated contributions to the Board and its committees. See Deadline for Receipt of Stockholder
Proposals for information regarding nominations of director candidates by
stockholders for the 2008 Annual Meeting of Stockholders.
|
Nominating Committee
|
|
|
Norman C. Epstein
|
|
Harold C.
Taber, Jr.
|
32
OTHER
MATTERS
The Company knows
of no other matters to be submitted to the meeting. If any other matters properly come before the
meeting, it is the intention of the persons named in the enclosed proxy to vote
the shares they represent as the Board of Directors of the Company may
recommend.
It is important
that your shares be represented at the meeting, regardless of the number of
shares which you hold. You are,
therefore, urged to execute and return, at your earliest convenience, the
accompanying proxy card in the stamped, self-addressed envelope which has been
enclosed.
COMMUNICATING
WITH THE BOARD
Stockholders,
Employees and others interested in communicating with the Chairman and CEO,
should write to the address below:
Rodney C. Sacks,
Chairman and CEO
Hansen Natural
Corporation
550 Monica Circle, Suite 201
Corona, CA 92880
Those interested
in communicating directly with the Board, any of the committees of the Board, the
outside directors as a group or individually should write to the address below:
Office of the
Corporate Secretary
Hansen Natural
Corporation
550 Monica Circle, Suite 201
Corona, CA 92880
FORM 10-K
AND OTHER DOCUMENTS AVAILABLE
A copy of our
Annual Report on Form 10-K for the year ended December 31, 2007, as
filed with the SEC, is available over the Internet at the SECs website,
www.sec.gov
,
or on our website at
www.hansens.com
.
The Annual Report on Form 10-K is also available without charge to
any stockholder upon request to:
Hansen Natural
Corporation
550 Monica Circle, Suite 201
Corona, CA 92880
(951) 739-6200 *
(800) HANSENS
Additionally,
charters for certain of the committees of the Board of Directors as well as the
Companys Code of Business Conduct and Ethics are available on our website.
33
Incorporation by Reference
In accordance with
SEC rules, notwithstanding anything to the contrary set forth in any of the
Companys previous or future filings under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, that might
incorporate this Proxy Statement or future filings made by the Company under
those statutes, the information included under the captions Compensation
Committee Report, and Report of the Audit Committee shall not be deemed
filed with the SEC and shall not be deemed incorporated by reference into any
of those prior filings or into any future filings made by the Company under
those statutes, except to the extent that the Company specifically incorporates
these items by reference.
BY ORDER
OF THE BOARD OF DIRECTORS
Dated: April 25,
2008
|
/s/ Rodney C. Sacks
|
|
|
RODNEY C. SACKS
|
|
Chairman of the Board
of Directors
|
34
0
PROXY FOR
HANSEN
NATURAL CORPORATION
THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 5, 2008
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder
of Hansen Natural Corporation (theCompany) hereby acknowledges receipt of the
Notice of Annual Meeting of Stockholders and Proxy Statement, each dated April 25,
2008, and hereby appoints Rodney C. Sacks and Hilton H. Schlosberg, or either
of them, as proxies and attorneys-in-fact, each with the power to appoint his substitute,
on behalf and in the name of the undersigned, to represent the undersigned at
the Annual Meeting of Stockholders of the Company to be held on June 5,
2008, at 3:00 p.m. local time, at the Ayres Suites Corona West, located at
1900 W. Frontage Road, Corona,
California 92882 and at any postponement or adjournment thereof, and to vote
all the stock of the Company that the undersigned would be entitled to vote as
designated on the reverse hereof if then and there personally present, on the
matters set forth in the Notice of Annual Meeting of Stockholders and proxy
statement. In their discretion, such
proxies are each authorized to vote upon such other business as may properly
come before such Annual Meeting of Stockholders or any adjournment or postponement
thereof.
(Continued and to be signed on the reverse side)
14475
PROXY FOR
ANNUAL MEETING OF STOCKHOLDERS OF
HANSEN NATURAL CORPORATION
June 5, 2008
Please
date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
Please
detach along perforated line and mail in the envelope provided.
|
20730000000000000000 5
|
060508
|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION
OF DIRECTORS AND FOR PROPOSAL 2.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS
SHOWN HERE
x
1. Proposal to elect seven
Directors:
|
|
NOMINEES:
|
o
|
FOR ALL
NOMINEES
|
o
Rodney C. Sacks
|
|
|
o
Hilton H. Schlosberg
|
o
|
WITHHOLD
AUTHORITY
FOR ALL NOMINEES
|
o
Norman C. Epstein
o
Benjamin M. Polk
|
|
|
o
Sydney Selati
|
o
|
FOR ALL
EXCEPT
|
o
Harold C. Taber, Jr.
|
|
(See instructions below)
|
o
Mark S. Vidergauz
|
INSTRUCTIONS:
|
To withhold authority to
vote for any individual nominee(s), mark
FOR
ALL EXCEPT
and fill in the circle next to each nominee you wish
to withhold, as shown here:
x
|
|
FOR
|
AGAINST
|
ABSTAIN
|
2.
|
Proposal to ratify the
appointment of Deloitte & Touche LLP as independent auditors of the
Company for the fiscal year ending December 31, 2008.
|
|
o
|
|
o
|
|
o
|
|
|
|
|
|
|
|
|
|
|
THE BOARD
OF DIRECTORS RECOMMENDS A VOTE FOR ALL PROPOSALS.
The shares represented in
this proxy card will be voted as directed above.
IF NO
DIRECTION IS GIVEN AND THE PROXY CARD IS VALIDLY EXECUTED, THE SHARES WILL BE
VOTED FOR ALL LISTED PROPOSALS.
PLEASE
MARK, SIGN, DATE AND RETURN IMMEDIATELY.
Your Telephone or Internet
vote authorizes the named proxies to vote your shares in the same manner as if
you marked, signed and returned your proxy card.
To change the address on
your account, please check the box at right and indicate your new address in
the address space above. Please note that changes to the registered
name(s) on the account may not be submitted via this method.
|
|
o
|
Signature of Stockholder
|
|
|
Date:
|
|
|
Signature of Stockholder
|
|
|
Date:
|
|
Note:
|
Please sign exactly as your
name or names appear on this Proxy. When shares are held jointly, each holder
should sign. When signing as executor, administrator, attorney, trustee or
guardian, please give full title as such. If the signer is a corporation,
please sign full corporate name by duly authorized officer, giving full title
as such. If signer is a partnership, please sign in partnership name by
authorized person.
|
PROXY FOR
ANNUAL MEETING OF STOCKHOLDERS OF
HANSEN NATURAL CORPORATION
June 5, 2008
PROXY VOTING INSTRUCTIONS
MAIL
-
Date, sign and mail your proxy card in the
envelope provided as soon as possible.
- OR -
TELEPHONE
-
Call toll-free
1-800-PROXIES
(1-800-776-9437) in the United States or
1-718-921-8500
from foreign countries and
follow the instructions. Have your proxy card available when you call.
- OR -
INTERNET
-
Access
www.voteproxy.com
and follow the on-screen instructions. Have your proxy card available when you
access the web page.
- OR -
IN PERSON
-
You may vote your shares in person by
attending the Annual Meeting.
COMPANY
NUMBER
|
|
|
|
|
|
ACCOUNT
NUMBER
|
|
|
You may enter your voting
instructions at 1-800-PROXIES in the United States or 1-718-921-8500 from
foreign countries or www.voteproxy.com up until 11:59 PM Eastern Time the day
before the cut-off or meeting date.
Please
detach along perforated line and mail in the envelope provided
IF
you
are not voting via telephone or the Internet.
20730000000000000000 5
|
060508
|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION
OF DIRECTORS AND FOR PROPOSAL 2.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE
OR BLACK INK AS SHOWN HERE
x
1. Proposal to elect seven
Directors:
|
|
NOMINEES:
|
o
|
FOR ALL
NOMINEES
|
o
Rodney C. Sacks
|
|
|
o
Hilton H. Schlosberg
|
o
|
WITHHOLD
AUTHORITY
|
o
Norman C. Epstein
|
|
FOR ALL
NOMINEES
|
o
Benjamin M. Polk
|
|
|
o
Sydney Selati
|
o
|
FOR ALL
EXCEPT
|
o
Harold C. Taber, Jr.
|
|
(See instructions below)
|
o
Mark S. Vidergauz
|
INSTRUCTIONS:
|
To withhold authority to
vote for any individual nominee(s), mark
FOR
ALL EXCEPT
and fill in the circle next to each nominee you wish
to withhold, as shown here:
x
|
|
FOR
|
AGAINST
|
ABSTAIN
|
2.
|
Proposal to ratify the
appointment of Deloitte & Touche LLP as independent auditors of the
Company for the fiscal year ending December 31, 2008.
|
|
o
|
|
o
|
|
o
|
|
|
|
|
|
|
|
|
THE BOARD
OF DIRECTORS RECOMMENDS A VOTE FOR ALL PROPOSALS.
The shares represented in
this proxy card will be voted as directed above.
IF NO
DIRECTION IS GIVEN AND THE PROXY CARD IS VALIDLY EXECUTED, THE SHARES WILL BE
VOTED FOR ALL LISTED PROPOSALS.
PLEASE
MARK, SIGN, DATE AND RETURN IMMEDIATELY.
Your Telephone or Internet
vote authorizes the named proxies to vote your shares in the same manner as if
you marked, signed and returned your proxy card.
To change the address on
your account, please check the box at right and indicate your new address in
the address space above. Please note that changes to the registered
name(s) on the account may not be submitted via this method.
|
|
o
|
Signature of Stockholder
|
|
|
Date:
|
|
|
Signature of Stockholder
|
|
|
Date:
|
|
Note:
|
Please sign exactly as
your name or names appear on this Proxy. When shares are held jointly, each
holder should sign. When signing as executor, administrator, attorney,
trustee or guardian, please give full title as such. If the signer is a
corporation, please sign full corporate name by duly authorized officer,
giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person.
|
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