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TABLE OF CONTENTS
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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HAWAIIAN TELCOM HOLDCO, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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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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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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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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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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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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Date Filed:
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Hawaiian Telcom Holdco, Inc.
P.O. Box 2200
Honolulu, HI 96841
March 14, 2014
Dear
Stockholder:
You
are cordially invited to attend the Annual Meeting of Stockholders of Hawaiian Telcom Holdco, Inc. to be held on Tuesday, May 6, 2014 at 8:00 a.m. at our
headquarters at 1177 Bishop Street, Honolulu, Hawaii 96813.
The
Secretary's formal notice of the meeting and the Proxy Statement appear on the following pages and describe the matters to be acted upon at the Annual Meeting. You also will have the
opportunity to hear an update on certain aspects of our business that have occurred in the past year.
Whether
or not you plan to attend the Annual Meeting, please vote your shares as soon as possible so that your vote will be counted.
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Sincerely,
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/s/ ERIC K. YEAMAN
Eric K. Yeaman
President and Chief Executive Officer
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Hawaiian Telcom Holdco, Inc.
P.O. Box 2200
Honolulu, HI 96841
March 14, 2014
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Hawaiian Telcom Holdco, Inc. will hold its Annual Meeting of Stockholders on Tuesday, May 6, 2014 at 8:00 a.m. at
our headquarters at 1177 Bishop Street, Honolulu, Hawaii 96813.
The
Annual Meeting is being held for the following purposes:
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1.
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To
elect seven directors to serve until the next Annual Meeting of Stockholders or until their successors have been duly elected and qualified;
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2.
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To
hold a non-binding advisory vote on the compensation of our named executive officers;
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3.
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To
ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2014; and
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4.
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To
transact any other business that properly comes before the meeting.
The
Board of Directors has selected March 14, 2014 as the record date for determining stockholders entitled to vote at the Annual Meeting. A list of stockholders as of that date
will be available for inspection during ordinary business hours at our headquarters at 1177 Bishop Street, Honolulu, Hawaii 96813 for ten days before the Annual Meeting.
Pursuant
to rules promulgated by the Securities and Exchange Commission, we have elected to provide access to our proxy materials by sending you this full set of proxy materials,
including a proxy card, and by notifying you of the availability of our proxy materials on the Internet. This Proxy Statement and our 2014 Annual Report to Stockholders are available at
http://ir.hawaiiantel.com.
Whether
or not you plan to attend the Annual Meeting, please vote your shares as soon as possible in accordance with the instructions provided to you, to ensure that your vote is counted
at the Annual Meeting.
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By Order of the Board of Directors,
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/s/ FRANCIS K. MUKAI
Francis K. Mukai
Secretary
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TABLE OF CONTENTS
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PROXY STATEMENT
GENERAL INFORMATION
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Q:
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Who is soliciting my proxy?
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A:
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The
Board of Directors (the "Board") of Hawaiian Telcom Holdco, Inc. ("we," "us" or the "Company") is sending you this Proxy Statement in connection
with the Board's solicitation of proxies for use at the 2014 Annual Meeting of Stockholders or any adjournment or postponement thereof (the "Annual Meeting"). Certain of our directors, officers and
employees also may solicit proxies on the Board's behalf by mail, telephone, email, facsimile transmission, or in person.
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Q:
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Who is paying for this solicitation and what are the means of solicitation?
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A:
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We
will pay for the solicitation of proxies. Solicitation of proxies may be made by means of personal calls upon, or telephonic, facsimile or electronic
communications with, stockholders or their personal representatives by our directors, officers and employees. Our directors, officers and employees will not receive additional remuneration. We will
reimburse banks, brokers, custodians, nominees and fiduciaries for their reasonable charges and expenses to forward our proxy materials to the beneficial owners of our common stock.
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Q:
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What am I voting on?
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A:
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You
will be voting on three proposals:
Proposal
No. 1 is for the election of directors.
Proposal
No. 2 is a non-binding advisory vote on the compensation of the executive officers listed in the Summary Compensation Table (the "Named Executive Officers") as described in this Proxy
Statement.
Proposal
No. 3 is for the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2014.
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Q:
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Who can vote?
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A:
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Only
our stockholders of record at the close of business on March 14, 2014 may vote. Each share of common stock outstanding on that date is entitled
to one vote on all matters to come before the meeting.
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Q:
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How do I vote and how do I revoke my proxy?
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A:
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If
you hold your shares in your own name as a stockholder of record (i.e., your shares are registered directly in your name with American Stock
Transfer & Trust Company, LLC, our stock transfer agent), you may vote your shares either by proxy or in person at the meeting. To vote in person, please bring a form of identification,
such as a valid driver's license or passport, and proof that you are a stockholder of record as of March 14, 2014 and we will give you a ballot when you arrive. To vote by proxy, please vote in
one of the following ways:
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Via the Internet.
You may vote through the Internet by
following the instructions on the proxy card.
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By Telephone.
You may vote by touchtone telephone by
following the instructions on the proxy card.
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By Mail.
You may vote by mail by marking, dating, signing
and mailing the proxy card in the envelope provided.
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Voting
by proxy will not affect your right to vote your shares in personby voting in person you automatically revoke your proxy. You also may revoke your proxy at any time before the
applicable voting deadline by giving our Secretary written notice of your revocation, by submitting a later-dated proxy card or by voting again using the telephone or Internet (your latest telephone
or Internet proxy is the one that will be counted). If your shares are registered in "street name" (i.e., held in a brokerage account or by a bank or other nominee), you will receive a voting
instruction card or other information from your broker or other holder of record seeking instruction as to how your shares should be voted. If you do not provide such instruction, your broker or
nominee may vote your shares at its discretion on your behalf on the ratification of the appointment of the Company's independent registered public accounting firm for fiscal year 2014, but not on the
other proposals.
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Q:
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What is the deadline for submitting a proxy?
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A:
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Telephone
and Internet voting facilities for stockholders of record will be available 24 hours a day. In order to be counted, proxies submitted by
telephone or the Internet must be received at the Company's headquarters by 11:59 p.m. Eastern Time on May 5, 2014. Proxies submitted by mail must be received prior to the start of the
Annual Meeting.
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Q:
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What constitutes a quorum?
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A:
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On
the record date, we had 10,517,002 shares of common stock, $0.01 par value, outstanding. Voting can take place at the Annual Meeting only if stockholders
owning a majority of the issued and outstanding stock entitled to vote at the Annual Meeting are present in person or represented by proxy.
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Q:
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What are abstentions and broker non-votes and how do they affect voting?
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A:
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Abstentions
If you specify that you wish to "abstain" from voting on an item, your shares will
not be voted on that particular item. Abstentions are counted toward establishing a quorum and included in the shares entitled to vote on Proposal Nos. 2 and 3. On Proposal Nos. 2 and 3,
abstentions have the effect of a vote against the proposal.
Broker Non-Votes
If your broker holds your shares in its name and does not receive voting instructions from you, your broker has discretion
to vote these shares on certain "routine" matters, such as the ratification of the appointment of the Company's independent registered public accounting firm. However, on non-routine matters, such as
the election of directors and the advisory vote on executive compensation, your broker must receive voting instructions from you, as it does not have discretionary voting power for those particular
items. So long as the broker has discretion to vote on at least one proposal, these "broker non-votes" are counted toward establishing a quorum. When voted on "routine" matters, broker non-votes are
counted toward determining the outcome of that
"routine" matter. Broker non-votes will have no effect on the election of directors or on the advisory vote on executive compensation.
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What dissenter's rights of appraisal do I have?
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A:
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There
are no dissenters' rights of appraisal with respect to the matters to be acted upon at the Annual Meeting.
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What vote is needed?
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A:
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For
Proposal No. 1, the directors will be elected by a plurality of the votes cast.
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For
Proposal No. 2, an affirmative vote of the majority of shares present in person or represented by proxy at the Annual Meeting and entitled to vote on Proposal No. 2 is required to
approve the compensation of our Named Executive Officers as described in this Proxy Statement. Because the votes on Proposal No. 2 are advisory only, they will not bind the Board or the
Compensation Committee. However, the Board and the Compensation Committee will review the voting results and take the results into consideration in making future determinations on executive
compensation.
For
Proposal No. 3, an affirmative vote of the majority of shares present in person or represented by proxy at the Annual Meeting and entitled to vote on Proposal No. 3 is required to
approve the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2014.
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Q:
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How do I contact the Board?
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A:
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You
can send written communications to our Board or any individual director addressed to:
Board
of Directors
c/o Secretary
Hawaiian Telcom Holdco, Inc.
P.O. Box 2200
Honolulu, HI 96841
Our
Secretary will then direct such communications to the appropriate director(s), except for solicitations or other matters unrelated to us.
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PROPOSAL NO. 1
ELECTION OF DIRECTORS
At the Annual Meeting, directors will be elected to serve until the next Annual Meeting of Stockholders and until their successors are
duly elected and qualified. The individuals named as proxy holders will vote your proxy for the election of the seven nominees unless you direct them to withhold your vote. If any nominee becomes
unable to serve as a director before the Annual Meeting (or decides not to serve), the individuals named as proxy holders may vote for a substitute. There is no cumulative voting in the election of
directors.
Our
Nominating and Governance Committee is charged with identifying, evaluating, and recommending to the Board candidates for election to the Board or for appointment by the Board to
fill a vacancy. The Nominating and Governance Committee seeks individuals with, among other things, knowledge of our industry and technologies, business management and financial oversight experience,
and reputation in the industry and community. While we do not have a formal diversity policy for Board membership, we look for potential candidates that help ensure that the Board has the benefit of a
wide range of
attributes. We believe that our directors should represent the interests of our stockholders, be committed to enhancing stockholder value, and have sufficient time to carry out their duties. Their
service on other boards of public companies should be limited to a number that permits them, given their individual circumstances, to perform and carry out all director duties in a responsible manner.
The Nominating and Governance Committee will consider director candidates recommended by security holders, applying the same evaluation criteria described above. Any recommendation must be received by
the Nominating and Governance Committee, c/o Secretary, Hawaiian Telcom Holdco, Inc., P.O. Box 2200, Honolulu, HI 96841, no earlier than January 6, 2015 and no later than
February 5, 2015 for consideration for the 2015 Annual Meeting, and must include a resume and other written information supporting the nominee's qualifications to serve on the Board, a
statement signed by the nominee confirming the nominee's willingness to serve as a director, and evidence of the security holder's ownership of our common stock. Stockholders who wish to nominate
directors for election must also comply with the advance notice provisions of our Bylaws as described in "Stockholder Proposals for the 2015 Annual Meeting" below.
Nominees for Directors
Each of the current directors has been nominated for election by the Board upon recommendation by the Nominating and Governance
Committee and has decided to stand for election. Set forth below are the names and ages of these nominees, the years they became directors, their principal occupations or employment for at least the
past five years, and the names of other public companies for which they serve as a director or have served as a director during at least the past five years. Also set forth are the specific
experience, qualifications, attributes, or skills that led our Nominating and Governance Committee and Board to conclude that they should serve as directors.
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The
following table provides information regarding directors as of March 1, 2014:
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Name
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Age
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Position(s)
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Director
Since
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Kurt M. Cellar(1)(2)
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44
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Director
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2010
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Walter A. Dods, Jr.(2)(3)(4)
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72
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Director
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2005
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Warren H. Haruki(3)(5)
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61
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Director
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2010
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Richard A. Jalkut(2)(5)
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69
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Director
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2010
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Steven C. Oldham(1)(5)
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63
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Director
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2010
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Bernard R. Phillips III(1)(3)
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61
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Director
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2010
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Eric K. Yeaman(5)
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46
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President, Chief Executive Officer and Director
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2008
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(1)
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Member
of the Audit Committee.
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(2)
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Member
of the Nominating and Governance Committee
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(3)
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Member
of the Compensation Committee.
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(4)
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Served
as a Director from May 2, 2005 until October 28, 2010, and since December 9, 2010.
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(5)
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Member
of the Executive Committee.
Kurt M. Cellar
is President of Corner Pocket Investors, Inc. and has been a consultant to companies in the telecommunications,
retail and insurance industries since January 2008. He previously had been a Partner and Portfolio Manager of Bay Harbour Management L.C., a hedge fund, from 1999 until January 2008. He currently
serves on the Boards of Directors of Angiotech Pharmaceuticals, Inc., Horizon Lines, Inc., Six Flags Entertainment Corporation, and U.S. Concrete, Inc. Mr. Cellar is a
Chartered Financial Analyst. Mr. Cellar has extensive experience in telecommunications, both as an
investor and a board member, as well as significant financial analysis experience. He has chaired audit and compensation committees of other companies and has been designated by the Board as an "audit
committee financial expert."
Walter A. Dods, Jr.
became a Director on December 9, 2010, having previously served as a Director from May 2, 2005 until
October 28, 2010 (Chairman of the Board from May 8, 2008 until October 28, 2010). Mr. Dods was the non-executive Chairman of the Board of BancWest Corporation, a
$74 billion bank holding company wholly-owned by BNP Paribas based in Honolulu, Hawaii, from January 2005 through December 2007, and a director since 1983. He also has been the non-executive
Chairman of the Board of First Hawaiian Bank from January 2005 until December 2008 and a director since 1979, as well as Vice Chairman of Bank of the West since 1998. First Hawaiian Bank and Bank of
the West are subsidiaries of BancWest, Corporation. From 1996 to 1997, Mr. Dods served as the National President of the American Bankers Association and was a member of the Federal Advisory
Council of the Federal Reserve System, representing the 12th district of the Federal Reserve from 1999 to 2000. Mr. Dods also is the Chairman of the Board of Matson, Inc. since
June 2012, has served on the Board of Directors of Alexander & Baldwin, Inc. since 1989, and served on the Board of Maui Land & Pineapple Company, Inc. from October 2004
through May 2010. Mr. Dods brings to the Board extensive experience managing complex business organizations as well as extensive knowledge of the Hawaii markets in which the Company operates.
Warren H. Haruki
has been President and Chief Executive Officer of Grove Farm Company, Inc., a privately-held land development
company located on Kauai, Hawaii, since February 2005. He also is the Chairman and Chief Executive Officer, since 2009, of Maui Land & Pineapple Company, Inc. He also serves on the Board
of Directors of several privately-held companies located in Hawaii. From 1991 until his retirement in 2003, Mr. Haruki served as President of the predecessors of Hawaiian Telcom, Inc.,
and as a result is knowledgeable about the strategic issues facing the Company and the
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Hawaii
markets and communities in which the Company operates. During his 26-year career with GTE and Verizon, he gained in-depth experience in all aspects of operations of a telecommunications
company.
Richard A. Jalkut
has been President and Chief Executive Officer of U.S. TelePacific Corp. (dba TelePacific Communications), the third
largest wireline telecom provider in California and second largest in Nevada, since 2002. Mr. Jalkut has more than 35 years' experience in the telecommunications industry, including
previously serving as President and Chief Executive Officer of Pathnet Telecommunications, Inc., a wholesale provider of services to more than one hundred second- and third-tier markets located
across the U.S., and President, Chief Executive Officer and Chairman of NYNEX Telephone Companies. Mr. Jalkut has served on the Board of Directors of other telecom companies, including Covad
Communications Group, Inc. from 2005 to 2008 and Birch Telecom from 2000 to 2005. He brings to the Board extensive board experience with both telecom and non-telecom
companies and experience managing telecommunication companies, and has an in-depth understanding of the challenges and opportunities facing the telecommunications industry.
Steven C. Oldham
served as President and Chief Executive Officer of SureWest Communications, a publicly-held integrated communications
provider headquartered in Northern California, from January 2006 until his retirement in June 2012. Prior to joining SureWest, Mr. Oldham served as a Senior Advisor to The Brattle Group, which
provides consulting services and expert testimony on economic, finance, regulatory and strategic issues, from May 2002 to May 2005. Mr. Oldham was a member of SureWest's Board of Directors from
January 2004 to June 2012 and was chairman of its audit committee from June 2004 to December 2005. He served as Chairman of the United States Telecom Association, the leading trade association
representing broadband service providers, manufacturers and suppliers, from October 2009 to November 2011. He brings to the Board extensive experience managing a telecommunication company and an
in-depth understanding of the challenges and opportunities facing the telecommunications industry. He has been designated by the Board as an "audit committee financial expert."
Bernard R. Phillips III
served as President and Chief Executive Officer of the National Rural Telecommunications Cooperative (NRTC) from
1987 until his retirement at the end of May 2010. NRTC is a cooperative that represents the advanced telecommunications and information technology interests of more than 1,500 rural utilities and
affiliates, including an affiliate of the Company. Mr. Phillips served on the Board of Directors of Digital Bridge Communications Corp., a private operator of WiMAX 4G broadband networks in
underserved and rural America, and served on the Board of Director of privately-held Avail-TVN, a digital media services company, until May 12, 2010. Mr. Phillips brings to the Board
extensive legislative and regulatory telecom experience and broad experience generally in the telecommunications industry.
Eric K. Yeaman
became our President, Chief Executive Officer and a Director in June 2008, and led the Company through its filing for
bankruptcy protection under chapter 11 of the United States Bankruptcy Code in December 2008 and its emergence from chapter 11 in October 2010. Prior to joining us, Mr. Yeaman
served as Senior Executive Vice President and Chief Operating Officer of Hawaiian Electric Company, Inc. (HECO) from January 2008 to June 2008, where he was responsible for its Oahu operations,
energy solutions, public affairs and the financial and administrative process areas. From January 2003 to January 2008, Mr. Yeaman served as Financial Vice President, Treasurer and Chief
Financial Officer of Hawaiian Electric Industries, Inc. (HEI), HECO's parent company. At HEI, he oversaw the controller, treasury, investor relations, corporate tax, information technology and
enterprise risk management functions. Mr. Yeaman began his career at Arthur Andersen LLP in September 1989. Mr. Yeaman has been a director of Alexander &
Baldwin, Inc. since June 2012 and a director of Alaska Air Group, Inc. since November 2012. He also is a director of the United States Telecom Association. Mr. Yeaman brings to
the Board extensive experience managing complex business organizations as well as knowledge of the Hawaii markets in which the Company operates.
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Recommendation of the Board
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" EACH OF THE ABOVE NOMINEES.
Governance of the Corporation
We are committed to strong corporate governance and have adopted policies and practices in furtherance of such objective. These
policies and practices include:
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All of the members of the Board other than Mr. Yeaman are "independent" under the NASDAQ rules.
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All members of our Audit Committee, Compensation Committee, and Nominating and Governance Committee are independent.
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The Board has adopted a Code of Business Conduct applicable to all of our employees, including our executive officers, as
well as a Code of Conduct for the directors of the Company. The Code of Business Conduct and Code of Conduct for the Board of Directors can be found at http://ir.hawaiiantel.com.
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We have a hotline for employees to report on an anonymous basis any concerns regarding ethics matters, including without
limitation any accounting, internal control, or audit concerns.
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We have a policy regarding conflicts of interest under which all potential conflicts of interest must be reported to the
Company on an annual basis and as they arise.
Director Independence
The Board has determined that Messrs. Cellar, Dods, Haruki, Jalkut, Oldham, and Phillips are "independent" under the NASDAQ
rules. In making its independence determination, the Board considered the Company's banking transactions and relationships with First Hawaiian Bank, of which (i) Mr. Dods is a former
Chairman of the Board and Chief Executive Officer (more than five years ago) and (ii) Directors Dods and Haruki are members of the Board of Directors; the Company's purchase of bulk fuel on a
competitive bid basis from Mid Pacific Petroleum, LLC, of which Mr. Dods is Chairman of the Board and which is wholly-owned by a company of which Mr. Dods is a minority owner and
Vice Chairman of the Board; and the Company's contractual relationship with the National Rural Telecommunications Cooperative, of which Mr. Phillips previously served as President and Chief
Executive Officer (more than three years ago). The Board also considered Mr. Haruki's prior position (more than ten years ago) as President of the predecessor of Hawaiian Telcom, Inc.
The Board met six times in 2013. All of these Board meetings included executive sessions of the non-management directors. Each current
director attended at least 75% of the total Board meetings and meetings of the committees on which they serve that were held in 2013. Directors are allowed to attend meetings of committees on which
they do not serve as members. However, the Audit Committee and Compensation Committee regularly hold executive sessions of only the committee members or non-management Directors.
We currently separate the roles of Chief Executive Officer and Chairman of the Board in recognition of the differences between the two
roles as they presently are defined. The Chief Executive Officer is responsible for setting our strategic direction and for our day-to-day leadership and
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performance,
while the Chairman provides guidance to the Chief Executive Officer and leads the Board.
Committees of the Board of Directors
Our Board has an Audit Committee, Compensation Committee, Nominating and Governance Committee, and Executive Committee. Each of our
committees has a written charter approved by the Board that clearly establishes the committee's roles and responsibilities. Copies of the charters for the Audit Committee, the Compensation Committee,
the Nominating and Governance Committee and the Executive Committee can be found through the "Investor Relations" link on our website at
www.hawaiiantel.com
. Please note that information on, or that can
be accessed through, our website is not part of the proxy soliciting materials, is not
deemed "filed" with the SEC and is not to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Securities and Exchange Act of 1934, as amended (the
"Exchange Act").
Audit Committee.
The duties and responsibilities of the Audit Committee include recommending the appointment or termination of
the engagement of our
independent registered public accounting firm, overseeing the relationship with our independent registered public accounting firm, and reviewing significant accounting policies and controls. The
members of the Audit Committee are Messrs. Oldham (Chairman), Cellar, and Phillips, each of whom is an independent director under the NASDAQ rules. The Audit Committee met four times in 2013.
Each member of the Audit Committee meets the additional requirements regarding independence for Audit Committee members under the NASDAQ rules.
The
Board has determined that the Audit Committee includes two "audit committee financial experts", Steven C. Oldham and Kurt M. Cellar, as that term is defined in SEC regulations.
Mr. Oldham has financial expertise through his experience as Chief Executive Officer and past audit committee chairman of a publicly-held telecommunications company. Mr. Cellar currently
is the chairman of two public company audit committees and has financial expertise as a Chartered Financial Analyst and former investor with a hedge fund. Messrs. Oldham and Cellar also are
"independent" under the NASDAQ independence standards. In addition, the Board believes that all of the members of the Audit Committee are fully qualified to address any issues that are likely to come
before the Audit Committee, including the evaluation of our financial statements and supervision of our independent registered public accounting firm.
Compensation Committee.
The duties and responsibilities of the Compensation Committee include reviewing and approving the
compensation of executive
officers and reviewing and making recommendations to the Board concerning the compensation of the independent directors. The members of the Compensation Committee are Messrs. Haruki (Chairman),
Dods, and Phillips. The Compensation Committee met four times in 2013. In addition to being independent under the NASDAQ rules, each member of the Compensation Committee is a "non-employee director"
for purposes of the Exchange Act and is an "outside director" for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code").
The
Compensation Committee determines all compensation for our executive officers. Before making decisions on compensation for each of the executive officers other than the Chief
Executive Officer, the Compensation Committee reviews with our Chief Executive Officer each executive's performance and accomplishments over the prior year. Mr. Yeaman makes recommendations to
the Compensation Committee regarding base salary increases and other compensation matters for each executive other than himself.
To
independently assist and advise the Compensation Committee, the Compensation Committee has retained Pay Governance LLC ("Pay Governance"), a national compensation consulting
firm. The engagement of Pay Governance is exclusively with the Compensation Committee, which has sole
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authority
to retain and terminate any compensation consultant or other advisor that it uses. In March 2014, Pay Governance provided a letter to the Compensation Committee confirming its independence.
As needed, the Compensation Committee consults with Pay Governance on our executive compensation programs, compensation program design changes, compensation strategy, and effectiveness of pay
delivery, and asks it to review and analyze market information on compensation
trends and practices and to make recommendations to the Compensation Committee based on competitive compensation data.
Nominating and Governance Committee.
The duties and responsibilities of the Nominating and Governance Committee include making
recommendations
regarding individuals qualified to become directors, the structure and composition of the Board and committees of the Board, and corporate governance policies and practices. The members of the
Nominating and Governance Committee are Messrs. Dods (Chairman), Cellar, and Jalkut, each of whom is an independent director under the NASDAQ rules. The Nominating and Governance Committee met
one time in 2013.
Executive Committee.
The purpose of the Executive Committee is to act for the Board in the event formal action is required
between Board meetings.
The Executive Committee has all the powers of the Board except as otherwise provided in the Company's Bylaws or the corporation laws of the State of Delaware. The members of the Executive Committee
are Messrs. Jalkut (Chairman), Haruki, Oldham, and Yeaman. The Executive Committee met six times in 2013.
Director Stock Ownership Guidelines
To align the Board's interests with the interests of our stockholders, the Board has adopted stock ownership guidelines for its
members. The guidelines state that each Board member, not later than five years after the later of the date of adoption of the guidelines and the date the individual becomes a member of the Board,
should own shares of our common stock with a value at least equal to three times the applicable annual cash retainer. Such shares may be owned directly or by the individual's revocable living trust.
All of our Board members have met the ownership guidelines or have time remaining under the guidelines.
The Board's Role in Risk Oversight
Our Company faces a number of risks, including operational, competitive, regulatory, financial, economic, and legal risks. Our
management is responsible for the day-to-day management of the risks we face. While our Board, as a whole, has ultimate responsibility for the oversight of risk management, it administers its risk
oversight role in part through the Board committee
structure, with the Audit Committee and Compensation Committee responsible for monitoring and reporting on the material risks associated with their respective subject matter areas.
The
Board's role in our risk oversight process includes receiving regular reports from members of senior management, as well as from external advisors such as Deloitte &
Touche LLP, on areas of material risk to us, including operational, competitive, regulatory, financial, economic, and legal risks. The full Board (or the appropriate Board committee in the case
of risks that are reviewed by a particular committee) reviews these reports in order to understand our risk exposures and the steps that management has taken to monitor and control these exposures.
Reports received by a Board committee, or summaries thereof, are provided to the full Board, thereby enabling the Board and its committees to coordinate the risk oversight role. The Audit Committee
assists the Board in oversight and monitoring of principal risk exposures related to financial statements, legal, regulatory and other matters, as well as related mitigation efforts. The Compensation
Committee assesses the risks associated with the Company's compensation policies. See also "Compensation of the Named Executive Officers and DirectorsRelationship Between Compensation
Plans and Risk."
Annual Meeting Attendance
We encourage, but do not require, our directors to attend our annual meetings of stockholders. All of our directors attended our 2013
Annual Meeting of Stockholders.
9
Table of Contents
PROPOSAL NO. 2
NON-BINDING ADVISORY VOTE ON THE COMPENSATION
OF OUR NAMED EXECUTIVE OFFICERS
Background on the Advisory Vote
Under an amendment to the Exchange Act adopted by Congress as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of
2010 (the "Dodd-Frank Act"), stockholders are able to vote to approve, on an advisory (non-binding) basis no less frequently than once every three years, the compensation of the Named Executive
Officers (the "Advisory Vote on
Executive Compensation"). As described more fully in the "Compensation of the Named Executive Officers and Directors" section of this Proxy Statement, including the Compensation Discussion and
Analysis and related tables and narrative, we design our executive compensation program to reward, retain and, in the case of new hires, attract qualified executives in order to support our business
strategy, achieve our short and long-term goals, and provide continued success for our customers, stockholders, employees and communities. We believe our compensation program is strongly aligned with
the interests of our stockholders and sound corporate governance principles.
Our Compensation Program
We urge you to read the "Compensation of the Named Executive Officers and DirectorsCompensation Discussion and Analysis"
section of this Proxy Statement and the tables and narrative therein for the details on the Company's executive compensation, including the 2013 compensation of our Named Executive Officers.
Highlights of our executive compensation programs include the following:
-
-
We currently target total direct compensation (consisting of base salary, annual cash performance incentives, and
long-term incentive opportunities) for Named Executive Officers at the 50th percentile of market based on competitive survey and peer company data provided by the Compensation Committee's
compensation consultant.
-
-
A significant portion (ranging from 44% to 67%) of our Named Executive Officers' total compensation is considered by us to
be "at risk."
-
-
Our Named Executive Officers receive long-term equity awards subject to performance-based as well as time-based vesting
requirements. These long-term incentives constitute between 22% and 33% of our Named Executive Officers' total compensation. We believe these awards ensure that a significant portion of the
executives' compensation is tied to long-term stock price performance, thereby aligning the executives' interests with those of stockholders.
-
-
The Board has adopted stock ownership guidelines that require executives to hold a minimum amount of our common stock,
again aligning executives' interests with those of stockholders.
The
Compensation Committee will continue to analyze our executive compensation policies and practices and adjust them as appropriate to reflect our performance and competitive needs.
Based
on the above, we request that you indicate your support for our executive compensation philosophy and practices, by voting in favor of the following resolution:
RESOLVED
, that the Company's stockholders approve the compensation of the Company's Named Executive Officers as described in this Proxy
Statement, including the "Compensation Discussion and Analysis" section, the compensation tables and the other narrative compensation disclosures.
The
opportunity to vote on Proposal No. 2 is required pursuant to Section 14A of the Exchange Act. However, as an advisory vote, the vote on Proposal No. 2 is not
binding upon us. Nonetheless, the
10
Table of Contents
Compensation
Committee, which is responsible for designing and administering our executive compensation program, and the Board value the opinions expressed by stockholders, and will consider the
outcome of the vote when making future compensation decisions for our Named Executive Officers identified in the Summary Compensation Table below.
Recommendation of the Board
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS
DESCRIBED IN THIS PROXY STATEMENT.
11
Table of Contents
PROPOSAL NO. 3
RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014
Selection of the Accounting Firm
The Audit Committee has appointed Deloitte & Touche LLP ("Deloitte") as our independent registered public accounting firm
to perform the audit of our financial statements for 2014, and we are asking you to ratify this appointment. Deloitte has been our independent accounting firm since 2005.
The
Audit Committee annually reviews the independent registered public accounting firm's independence, including reviewing all relationships between the independent registered public
accounting firm and us and any disclosed relationships or services that may impact the objectivity, independence, and performance of the independent registered public accounting firm. Additionally,
our Deloitte engagement audit partner is subject to regular rotation, the most recent rotation having occurred in 2013. As a matter of good corporate governance, the Board, upon recommendation of the
Audit Committee, has determined to submit to stockholders for ratification the appointment of Deloitte. In the event that a majority of the shares of common stock present in person or represented by
proxy at the Annual Meeting and entitled to vote on Proposal No. 3 does not ratify the appointment of Deloitte, the Audit Committee will review its future appointment of Deloitte.
We
expect that a representative of Deloitte will be present at the Annual Meeting and that the representative will have an opportunity to make a statement if he or she desires and will
be available to respond to appropriate questions.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
The Audit Committee must pre-approve all audit and permissible non-audit services to be provided by the independent registered public
accounting firm. These services may include audit services, audit-related services, tax services, and other services. Pre-approval is generally requested annually and any pre-approval is detailed as
to the particular service, which must be classified in one of the four categories of services. The Audit Committee also may, on a case-by-case basis, pre-approve particular services that are not
contained in the annual pre-approval request. In connection with this pre-approval policy, the Audit Committee also considers whether the categories of pre-approved services are consistent with the
rules on accountant independence of the SEC.
Principal Accountant Fees and Services
The following is a summary of the fees billed or to be billed to us by Deloitte for professional services rendered for the years ended
December 31, 2013 and December 31, 2012:
|
|
|
|
|
|
|
|
Fee Category
|
|
Fiscal Year 2013
|
|
Fiscal Year 2012
|
|
Audit Fees
|
|
$
|
904,712
|
|
$
|
920,418
|
|
Audit-Related Fees
|
|
|
|
|
|
|
|
Tax Fees
|
|
|
|
|
|
|
|
All Other Fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Fees
|
|
$
|
904,712
|
|
$
|
920,418
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit Fees.
Consist of fees billed for professional services rendered for the annual audit of our consolidated financial statements and
services that
Deloitte normally provides in connection with statutory and regulatory filings or engagements.
12
Table of Contents
The
Audit Committee determined that Deloitte's provision of these services, and the fees that we paid for these services, are compatible with maintaining the independence of the
independent registered public accounting firm. The Audit Committee pre-approved all services that Deloitte provided in 2013 and 2012 in accordance with the pre-approval policy discussed above.
Recommendation of the Board
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014.
13
Table of Contents
AUDIT COMMITTEE REPORT
The Audit Committee of the Board (the "Audit Committee") consists of the three directors whose names appear below. Each member of the
Audit Committee meets the definition of "independent director" and otherwise qualifies to be a member of the Audit Committee under the NASDAQ rules.
The
Audit Committee's general role is to assist the Board in monitoring the Company's financial reporting process and related matters. Its specific responsibilities are set forth in its
charter. The Audit Committee reviews its charter annually. The charter was last reviewed in March 2014 and is available through the "Investor Relations" link on our website at
www.hawaiiantel.com
.
As
required by the charter, the Audit Committee reviewed the Company's financial statements for 2013 and met with management, as well as with representatives of Deloitte &
Touche LLP ("Deloitte"), the Company's independent registered public accounting firm, to discuss the financial statements. The Audit Committee also discussed with members of Deloitte the
matters required to be discussed by
applicable Public Company Accounting Oversight Board and Securities and Exchange Commission rules.
In
addition, the Audit Committee received the written disclosures and letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding Deloitte's
communications with the Audit Committee concerning independence and discussed with members of Deloitte its independence from management and the Company.
Based
on these discussions, the financial statement review and other matters it deemed relevant, the Audit Committee recommended to the Board that the Company's audited financial
statements for 2013 be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2013.
Furthermore,
in connection with the standards for independence promulgated by the Securities and Exchange Commission, the Audit Committee reviewed the services provided by Deloitte, the
fees the Company paid for these services, and whether the provision of the services is compatible with maintaining the independence of the independent registered public accounting firm. The Audit
Committee deemed that the provision of the services is compatible with maintaining that independence.
The
Audit Committee has selected Deloitte to be the Company's independent registered public accounting firm for 2014. In doing so, the Audit Committee considered the results from its
review of Deloitte's independence, including (a) all relationships between Deloitte and the Company and any disclosed relationships or services that may impact Deloitte's objectivity and
independence, (b) Deloitte's performance and qualification as an independent registered public accounting firm, and (c) the fact that the Deloitte engagement audit partner is rotated on
a regular basis as required by applicable laws and regulations. As a matter of good corporate governance, the Audit Committee has determined to submit its appointment of Deloitte to the stockholders
for ratification. In the event that a majority of the shares of common stock present or represented at the Annual Meeting and entitled to vote on the matter do not ratify this appointment, the Audit
Committee will review its future appointment of Deloitte.
14
Table of Contents
STOCK OWNERSHIP
Security Ownership of Certain Stockholders, Directors and Executive Officers
The following table sets forth information with respect to the beneficial ownership of the common stock of the Company as of
March 1, 2014, by:
-
-
each person that is a beneficial owner of more than 5% of the common stock;
-
-
each of our directors and Named Executive Officers identified in the Summary Compensation Table below; and
-
-
all of our directors and executive officers as a group.
The
amounts and percentages of common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. The
information relating to the Company's 5% beneficial owners is based on information received by the Company from such holders or filed by such holders with the SEC. Under the rules of the SEC, a person
is deemed to be a "beneficial owner" of a security if that person has or shares voting power, which includes the power to vote or direct the voting of a security, or investment power, which includes
the power to dispose of or to direct the disposition of a security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership
within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person's ownership percentage, but not for purposes of computing any other
person's percentage. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such
person has no economic interest.
Except
as otherwise indicated in these footnotes, each of the beneficial owners listed has, to our knowledge, sole voting and investment power with respect to the indicated shares of
common stock.
15
Table of Contents
Unless
otherwise noted below, the address of each person listed in the table is: c/o General Counsel, Hawaiian Telcom Holdco, Inc., 1177 Bishop Street, Honolulu, Hawaii 96813.
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner
|
|
Amount and Nature of
Beneficial Ownership
|
|
Percentage of
Class
|
|
5% or Greater Stockholders
|
|
|
|
|
|
|
|
Black Diamond Capital Management, L.L.C.(1)
|
|
|
1,966,618
|
|
|
19.0
|
%
|
Twin Haven Special Opportunities Fund III, L.P.(2)
|
|
|
1,457,000
|
|
|
14.1
|
%
|
Loomis, Sayles & Company, L.P.(3)
|
|
|
816,128
|
|
|
7.9
|
%
|
Paloma International L.P.(4)
|
|
|
591,445
|
|
|
5.6
|
%
|
Directors and Named Executive Officers
|
|
|
|
|
|
|
|
Richard A. Jalkut
|
|
|
11,302
|
|
|
|
|
Kurt M. Cellar
|
|
|
31,488
|
|
|
|
|
Walter A. Dods, Jr.
|
|
|
6,488
|
|
|
|
|
Warren H. Haruki
|
|
|
6,488
|
|
|
|
|
Steven C. Oldham
|
|
|
6,488
|
|
|
|
|
Bernard R. Phillips III
|
|
|
9,488
|
|
|
|
|
Eric K. Yeaman
|
|
|
159,453
|
|
|
1.5
|
%
|
Scott K. Barber
|
|
|
9,502
|
|
|
|
|
Robert F. Reich
|
|
|
29,520
|
|
|
|
|
John T. Komeiji
|
|
|
28,250
|
|
|
|
|
Kevin T. Paul
|
|
|
5,742
|
|
|
|
|
All executive officers and directors as a group (11 persons)
|
|
|
304,209
|
|
|
2.9
|
%
|
-
(1)
-
Based
on a Schedule 13G/A filed with the SEC on March 3, 2014. According to the Schedule 13G/A, Black Diamond Capital Management,
L.L.C. and Stephen H. Deckoff have shared voting and shared dispositive power over all 1,964,302 shares. The address for Black Diamond Capital Management, L.L.C. is One Sound Shore Drive,
Suite 200, Greenwich, CT 06830. The address for Stephen H. Deckoff,is c/o Black Diamond, 5330 Yacht Haven Grande, Suite 100, St. Thomas, U.S. Virgin Islands 00802.
-
(2)
-
Based
on a Schedule 13G/A filed with the SEC on February 10, 2014. According to the Schedule 13G/A, Twin Haven Special Opportunities
Fund III, L.P., Twin Haven Special Opportunities Partners III, L.L.C., Twin Haven Capital Partners, L.L.C., Robert Webster, and Paul Mellinger have shared voting and shared dispositive power
over all 1,457,000 shares. The address for Twin Haven Special Opportunities Fund III, L.P., Twin Haven Special Opportunities Partners III, L.L.C., Twin Haven Capital Partners, L.L.C., Robert
Webster, and Paul Mellinger is 33 Riverside Avenue, 3
rd
Floor, Westport, CN 06880.
-
(3)
-
Based
on a Schedule 13G/A filed with the SEC on February 12, 2014. According to the Schedule 13G/A, Loomis, Sayles &
Company, L.P. has sole voting and sole dispositive power over all 816,128 shares. Loomis, Sayles & Company, L.P.'s address is One Financial Center, Boston, MA 02111.
-
(4)
-
Based
on a Schedule 13G/A filed with the SEC on February 14, 2014. According to the Schedule 13G/A, Paloma International L.P.
and S. Donald Sussman have sole voting and sole dispositive power over all 591,445 shares. Paloma International L.P.'s address is Two American Lane, Greenwich, Connecticut 06836, and
Mr. Sussman's address is 217 Commercial Street, 5
th
Floor, Portland, ME 04101.
16
Table of Contents
Section 16(a) Beneficial Ownership Reporting Compliance
Under U.S. securities laws, directors, certain executive officers and persons holding more than 10% of our common stock must report
their initial ownership of the common stock and any changes in that ownership to the SEC. The SEC has designated specific due dates for these reports and we must identify in this Proxy Statement those
persons who did not file these reports when due. Based solely on our review of copies of the reports filed with the SEC and written representations of our directors and executive officers, we believe
that all persons subject to reporting filed the required reports on time in 2013.
COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AND DIRECTORS
Compensation Discussion and Analysis
This Compensation Discussion and Analysis provides information concerning the 2013 compensation program for the executive officers
identified in the Summary Compensation Table below (the "Named Executive Officers"). This Compensation Discussion and Analysis contains forward-looking statements that are based on our current plans,
considerations, expectations, and determinations regarding future compensation programs. The actual compensation programs that we adopt in the future may differ materially from currently planned
programs as summarized in this discussion.
We believe our executive compensation programs are effectively designed, aligned with the interests of our stockholders, and
instrumental to achieving our business strategy. In determining executive compensation for fiscal year 2013, the Compensation Committee considered the
strong stockholder support that the "Say-on-Pay" proposal received at our May 13, 2011 annual meeting of stockholders. In order to support our business strategy and operations going forward,
the Compensation Committee seeks to target total direct compensation for our Named Executive Officers, on average, at the 50
th
percentile (median) based on competitive survey and
peer company data.
As
has been the case in the past, the Compensation Committee will consider stockholder concerns and feedback on our executive compensation program that it receives. Also, consistent with
the results of our stockholder vote at our May 13, 2011 annual meeting of stockholders on the frequency of future advisory votes on executive compensation, we will hold an advisory vote on the
compensation of our Named Executive Officers every three years until the next required vote on the frequency of advisory votes on the compensation of our Named Executive Officers.
Highlights
of our executive compensation programs include the following:
-
-
We currently target total direct compensation (consisting of base salary, annual cash performance incentives, and
long-term incentive opportunities) for our Named Executive Officers at the 50th percentile of market based on competitive survey and peer company data.
-
-
A significant portion of our Named Executive Officers' total compensation (ranging from 44% to 67%) is considered by us to
be "at risk" because it is subject to meeting meaningful performance goals, stock price performance, and continued employment.
-
-
Our Named Executive Officers receive long-term equity awards subject to performance-based as well as time-based vesting
requirements. These long-term incentives are targeted to have grant date values between 40% and 100% of our Named Executive Officers' base salaries. We believe these awards ensure that a significant
portion of the executives' compensation is tied to long-term Company performance, including stock price performance, thereby aligning the executives' interests with those of stockholders.
17
Table of Contents
-
-
The Board has adopted stock ownership guidelines that require executives to hold a minimum amount of our common stock,
again aligning executives' interests with those of our stockholders.
The
Compensation Committee periodically evaluates our executive compensation policies and practices and adjusts them as appropriate to reflect our performance and competitive needs. The
Compensation Committee has engaged Pay Governance LLC ("Pay Governance"), an independent, national compensation consulting firm, to provide analysis of our Named Executive Officers'
compensation.
In 2013, our senior management continued to make progress executing our strategic plan and investing in the key growth areas of our
business, the ultimate goal of which is to increase stockholder value. Reflecting such progress, we recorded our fourth consecutive year of profitability and the first year of year-over-year growth in
total revenue since becoming a standalone company, and the price of our common stock increased 50.6% compared to a 29.6% increase for the S&P 500. We continued our transformation to a
next-generation communications company and made strategic decisions, highlighted by our acquisition of SystemMetrics Corporation, to further our growth strategy and better position the Company to be
successful over the long-term. Revenue from our consumer channel continued to grow, continuing the reversal that began in the second quarter of 2012 from the long-standing secular declines from legacy
services. We continued investing in our broadband network to expand and enhance our broadband capabilities and strengthen our competitive position. In particular, we were able to expand our portfolio
of IP-based business products, expand the speed and reach of our high-speed Internet service, and expand the footprint and subscriber base of our
Hawaiian Telcom
TV
service. We also upgraded and optimized our systems architecture in order to enhance and broaden our portfolio of services. In general, consistent with our philosophy of
paying for performance and maintaining competitive compensation packages, in 2013 our Named Executive Officers received base salary increases based on a two percent merit increase pool for non-union
employees, as well as performance compensation awards reflecting performance against corporate and individual performance metrics for 2012 and restricted stock unit awards pursuant to our 2010 Equity
Incentive Plan.
We are in a highly-technical and competitive industry and compete with many other companies for qualified executives. To meet this
challenge, our Compensation Committee seeks to offer a compensation program that is competitive; attracts, retains, and motivates highly-skilled executives who contribute to our success; aligns our
executives' interests with the interests of stockholders; and helps us to achieve our financial and strategic objectives by tying a substantial portion of the executives' annual and long-term
compensation to the achievement of meaningful performance
objectives. To date, we have not adopted any formal policies or guidelines for allocating compensation between current and long-term compensation, between cash and non-cash compensation, or among
different forms of non-cash compensation, but our Compensation Committee refers to surveys conducted by its compensation consultant in determining the appropriate allocation of our executives' total
compensation among annual base salary, annual cash performance compensation, and long-term, equity-based compensation. Our Compensation Committee seeks to target total direct compensation, on average,
at the 50
th
percentile (median) based on competitive survey and peer company data provided by its compensation consultant.
18
Table of Contents
Executive Compensation Process
Role of the Compensation Committee
Our Compensation Committee is responsible for establishing our executive compensation philosophy and administering our executive
compensation program, including reviewing and approving the compensation of our Named Executive Officers. It also has the responsibility to assess the compensation policies and practices for all
employees to determine if they create risks that are reasonably likely to have a material adverse effect on the Company. The Compensation Committee regularly consults with and reports to our full
Board of Directors on its deliberations and actions.
The
Compensation Committee intends to review our executive compensation program on a periodic basis to determine whether it is appropriate, properly coordinated, and achieves its
intended purposes.
In carrying out its responsibilities, our Compensation Committee works with our Chief Executive Officer and other members of our senior
management team to obtain information such as Company and individual performance, market data, and management's perspective and recommendations on compensation matters. Typically, our Chief Executive
Officer makes recommendations to the Compensation Committee regarding the compensation of executives other than himself and attends Compensation Committee and Board meetings at which such compensation
matters are discussed (other than those portions of such meetings involving his own compensation).
The Compensation Committee has the authority to retain the services of compensation consultants and other advisors from time to time,
as it deems necessary or appropriate, in connection with the establishment and administration of our compensation and employee benefit plans, policies and programs. In February 2013, pursuant to the
request of the Compensation Committee, Pay Governance completed its evaluation of the competitiveness and effectiveness of the total compensation package offered to our executives, including our Named
Executive Officers. Pay Governance serves at the discretion of the Compensation Committee and does not advise the Company on any other matters.
The February 2013 evaluation of the compensation of the Company's executives by Pay Governance compared the pay levels for 13 executive
positions to competitive market data from the Towers Watson 2011/2012 Survey Report on Top Management Compensation and to publicly-reported compensation at the following peer telecommunications
companies: Alaska Communications Systems Group Inc., CenturyLink, Inc., Consolidated Communications Holdings Inc., FairPoint Communications Inc., Frontier Communications
Corporation, General Communication Inc., NTELOS Holdings Corp., USA Mobility, Inc., and Windstream Corporation. The Compensation Committee reviews the peer group periodically and makes
adjustments to its composition as necessary.
The
results of the February 2013 evaluation showed that, on average, our executive base salaries are positioned at approximately the 50
th
percentile of the
competitive survey and peer company data; target annual performance payments are positioned between the 50
th
and 62.5
th
percentiles; and our long-term
incentive compensation (as a percentage of base salary) is below the 50
th
percentile. Target total cash
compensation (the sum of base salary and target annual performance compensation) is, on average, between the 50
th
and 62.5
th
percentiles, while target total
direct compensation (the sum of base salary, target annual performance compensation, and long-term incentive compensation) is, on average, 7% below the 50
th
percentile.
19
Table of Contents
In determining executive compensation, the Compensation Committee also considers, among other factors, the possible tax consequences to
the Company and to its executives, accounting consequences to the Company, and the impact of certain arrangements on stockholder dilution. However, to maintain maximum flexibility in designing
appropriate compensation programs, the Compensation Committee, while considering these items as factors in determining compensation, will not limit compensation to those levels or types of
compensation that are intended to have a particular tax or accounting result, to be deductible by the Company, or to achieve a specific level of stockholder dilution.
Our
Compensation Committee considers the provisions of Section 162(m) of the Internal Revenue Code and related regulations that restrict deductibility for federal income tax
purposes of executive compensation paid to certain of our executive officers, to the extent such compensation exceeds $1,000,000 for any of such officers in any year and does not qualify for an
exception under the statute or regulations. The members of our Compensation Committee qualify as outside directors for purposes of exempting executive compensation from the limits on deductibility
under Section 162(m). However, in the event our Compensation Committee believes that our interests are best served, in a particular situation, by providing compensation that does not qualify as
performance-based compensation under Section 162(m), it may grant compensation which may be subject to the $1,000,000 annual limit on deductibility, including base salary, annual cash bonuses,
and equity awards.
Sections 280G
and 4999 of the Internal Revenue Code provide that executive officers, persons who hold significant equity interests, and certain other highly-compensated service
providers may be subject to an excise tax if they receive payments or benefits in connection with a change in control of our Company that exceeds certain prescribed limits, and that our Company (or a
successor) may forfeit a deduction on the amounts subject to this additional tax. Further, Section 409A of the Internal Revenue Code imposes certain additional taxes on service providers who
enter into certain deferred compensation arrangements that do not comply with the requirements of Section 409A. We have not agreed to pay any executive officer, including any Named Executive
Officer, a "gross-up" or other reimbursement payment for any tax liability that he might owe as a result of the application of Sections 280G, 4999 or 409A.
For 2013, our Named Executive Officers' compensation consisted of (1) base salary, (2) cash-based performance
compensation, and (3) equity compensation. These elements are designed together to motivate our Named Executive Officers to perform in a manner that will enable us to meet our strategic goals.
Set forth below is the rationale for each element of our executive compensation program and a discussion of the decisions made with respect to each such element for fiscal year 2013.
Base Salary.
Base salaries for our Named Executive Officers are based on the scope of their responsibilities, taking into
account competitive survey
data and compensation paid by comparable companies for similar positions. Base salary merit increases for Named Executive Officers are considered each year and are based on the individual performance
appraisals of the executives and on the amount of the merit increase pool budgeted by management and approved by the Compensation Committee for the year in question. The 2013 Pay Governance study
determined that our executive base salaries, on average, were positioned at approximately the 50
th
percentile of the competitive survey and peer company data. For 2013, the
Compensation Committee took into consideration projected telecom and general industry merit increases described in Aon Hewitt's September 2012 survey, salary adjustment survey data obtained from
Hawaii businesses by the Hawaii Employers Council, and past merit increases for our Named Executive Officers. Taking into account such considerations, the Compensation Committee approved a merit
increase for non-union employees, including the Named Executive Officers other than the Chief Executive Officer, averaging two percent. The two percent
20
Table of Contents
merit
increase was below the national and Hawaii averages, but still recognizes the contributions of our Named Executive Officers and other non-union employees while balancing our overall cost
structure requirements. In the case of the Chief Executive Officer, the Compensation Committee determined not to increase his base salary but instead to increase the percentage of base salary used to
determine the size of his equity grant under the 2010 Equity Incentive Plan from 80% to 100%. When making the decisions on base salary increases, our Chief Executive Officer reviews the performance of
the other Named Executive Officers and the Compensation Committee reviews the performance of our Chief Executive Officer.
The
following table shows the base salary information for each Named Executive Officer:
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Base Salary as of
December 31, 2012
|
|
Base Salary as of
December 31, 2013
|
|
Percentage Increase in
Base Salary
|
|
Eric K. Yeaman
|
|
$
|
710,000
|
|
$
|
710,000
|
|
|
0.0
|
%
|
Scott K. Barber
|
|
|
N/A
|
|
$
|
400,000
|
|
|
N/A
|
|
Robert F. Reich
|
|
$
|
326,400
|
|
$
|
333,000
|
|
|
2.0
|
%
|
John T. Komeiji
|
|
$
|
324,000
|
|
$
|
330,000
|
|
|
1.9
|
%
|
Kevin T. Paul
|
|
$
|
285,000
|
|
$
|
290,000
|
|
|
1.8
|
%
|
-
(1)
-
Mr. Barber's
employment with the Company commenced January 14, 2013.
Annual Performance Compensation Plan.
The annual Performance Compensation Plan provides our Named Executive Officers and other
key employees with the
opportunity to obtain, in addition to their base salary, an annual cash performance payment that is dependent upon achieving stated corporate and/or individual performance goals. Any cash performance
payments generally are awarded no later than the end of the first quarter of the following year. Employment with the Company at the time of award is a prerequisite to receiving an award.
The
2013 Pay Governance market compensation study determined that our target annual cash performance payments for our executives generally were positioned between the
50
th
and 62.5
th
percentiles of the competitive survey and peer company data. Following a review of our Performance Compensation Plan, Pay Governance
recommended revising the payout percentages for achieving threshold and maximum levels from 75% and 120%, respectively, of target to either 75% and 150%, respectively, or 50% and 200%, respectively.
At its February 2013 meeting, the Compensation Committee chose a more conservative approach and approved revising the payout percentages for threshold and maximum levels to 75% and 125%, respectively,
of target.
The
Performance Compensation Plan is reviewed annually and its terms may be modified from time to time to reflect changes in our business strategies and focus. Pursuant to the
Performance Compensation Plan, the Compensation Committee approves the target annual performance payment awards for our Chief Executive Officer and other Named Executive Officers and the corporate and
individual performance goals, if any, and their relative weights. The performance payment is calculated as a percentage of the employee's annual salary. For our Named Executive Officers for the 2013
plan year, the percentages of annual salary used to determine the target annual performance payment ranged from 40% to 100%. Depending on the achievement of the predetermined targets, as determined by
the Compensation Committee, the annual performance payment may be less than or greater than the target annual performance payment. In addition, solely at our discretion, additional performance-based
compensation may be paid to our Named Executive Officers and other key employees apart from the Performance Compensation Plan. The corporate performance calculations under our Performance Compensation
Plan are based on our audited financial results.
For
the 2013 plan year, the Compensation Committee determined that the Performance Compensation Plan should be based on the achievement of both Company goals and individual
21
Table of Contents
performance
goals. The weighting toward Company goals was greater for executives than for non-executives, reflecting that executives have a greater influence on corporate performance. Company goals
were given a 100% weighting for our Chief Executive Officer, and weightings between 40% and 75% for our other Named Executive Officers. The individual performance goals of the Named Executive Officers
other than our Chief Executive Officer were determined by our Chief Executive Officer and were aligned with our core strategies. The Company goals consisted of revenue, adjusted EBITDA, net cash flow,
and customer satisfaction. Customer satisfaction was based on transactional surveys of our consumer and business customers conducted by an independent market research firm. Target customer
satisfaction was a composite of various percentages of total surveys in various customer service categories in which survey participants rated the Company either an "8," "9," or "10" on a scale from 1
to 10. The relative weighting of the Company goals, performance target levels, and threshold and maximum levels are set forth in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
Company Goal
|
|
Weighting
|
|
Percentage of Target
|
|
Target ($ in mils)
|
|
% Payout
|
|
Revenue
|
|
|
30
|
%
|
|
|
|
|
|
|
|
|
Threshold
|
|
|
|
|
95%
|
|
$
|
382.4
|
|
|
75
|
%
|
Target
|
|
|
|
|
100%
|
|
$
|
402.5
|
|
|
100
|
%
|
Maximum
|
|
|
|
|
105%
|
|
$
|
422.6
|
|
|
125
|
%
|
Adjusted EBITDA
|
|
|
25
|
%
|
|
|
|
|
|
|
|
|
Threshold
|
|
|
|
|
95%
|
|
$
|
116.3
|
|
|
75
|
%
|
Target
|
|
|
|
|
100%
|
|
$
|
122.4
|
|
|
100
|
%
|
Maximum
|
|
|
|
|
105%
|
|
$
|
128.5
|
|
|
125
|
%
|
Net Cash Flow
|
|
|
20
|
%
|
|
|
|
|
|
|
|
|
Threshold
|
|
|
|
|
0%
|
|
$
|
0.0
|
|
|
75
|
%
|
Target
|
|
|
|
|
100%
|
|
$
|
5.7
|
|
|
100
|
%
|
Maximum
|
|
|
|
|
200%
|
|
$
|
11.4
|
|
|
125
|
%
|
Customer Satisfaction
|
|
|
25
|
%
|
|
|
|
|
|
|
|
|
Threshold
|
|
|
|
|
2.5% Less than Target on average
|
|
|
|
|
|
75
|
%
|
Target
|
|
|
|
|
Target
|
|
|
|
|
|
100
|
%
|
Maximum
|
|
|
|
|
2.5% Better than Target on average
|
|
|
|
|
|
125
|
%
|
The
Compensation Committee determined that no payments for the 2013 plan year would be made unless the minimum thresholds for both revenue and adjusted EBITDA were achieved. In addition,
individual payouts were contingent upon the executive obtaining a "meets expectations" or better performance evaluation. Target annual performance payments were based on a payout schedule that
provided for target opportunities of 100% of annual salary for the Chief Executive Officer, 75% for the Chief Operating Officer, and between 40% and 65% for the Named Executive Officers who were
senior vice presidents, and maximum payout opportunities of 125% for the Chief Executive Officer, 93.75% for the Chief Operating Officer, and between 50% and 81.25% for the other Named Executive
Officers.
22
Table of Contents
The Company's results for 2013 for revenue, adjusted EBITDA, net cash flow, and customer satisfaction are presented in the table below. The results for revenue,
adjusted EBITDA, and net cash flow were adjusted for the refinancing of the term loan in June 2013 and the acquisition of SystemMetrics Corporation in September 2013. Based on the foregoing, the
Compensation Committee approved 2013 plan year performance payments for the Named Executive Officers that reflected 85.6% of the Company goals component of their target annual performance payments,
summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate Performance Metric
|
|
Target
($ in millions)(1)
|
|
Result
($ in millions)(1)
|
|
Result as a
Percentage
of Target(2)(3)
|
|
Weighting
|
|
Actual
Payout as a
Percentage
of Target(2)
|
|
Revenue
|
|
$
|
402.5
|
|
$
|
389.2
|
|
|
96.7
|
%
|
|
30
|
%
|
|
25.0
|
%
|
Adjusted EBITDA
|
|
$
|
122.4
|
|
$
|
119.7
|
|
|
97.8
|
%
|
|
25
|
%
|
|
22.2
|
%
|
Net Cash Flow
|
|
$
|
5.7
|
|
$
|
2.1
|
|
|
36.8
|
%
|
|
20
|
%
|
|
16.8
|
%
|
Customer Satisfaction
|
|
|
|
|
|
|
|
|
|
(4)
|
|
25
|
%
|
|
21.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payout percentage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
85.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
(1)
-
Rounded
to nearest million dollars.
-
(2)
-
Rounded
to nearest tenth of a percent.
-
(3)
-
Determined
by interpolation based on how the actual results compared to the threshold, target, and maximum levels.
-
(4)
-
Customer
satisfaction was measured in four categories. Two categories achieved performance near the maximum level, one category was between threshold and
target levels, and the fourth category was below the threshold level.
The
following chart shows the 2013 plan year target and actual annual performance payment awards, as represented by reference to the applicable percentage of base salary, and dollar
payouts for each Named Executive Officer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Target as a
Percentage of
Annual Salary
|
|
Potential Payout
Range as a
Percentage of
Annual Salary
|
|
Actual
Payout as a
Percentage of
Annual Salary
|
|
Actual Payout
|
|
Eric K. Yeaman
|
|
|
100
|
%
|
|
0 - 125
|
%
|
|
85.60
|
%
|
$
|
607,760
|
|
Scott K. Barber
|
|
|
75
|
%
|
|
0 - 93.75
|
%
|
|
62.08
|
%
|
$
|
239,723
|
(1)
|
Robert F. Reich
|
|
|
65
|
%
|
|
0 - 81.25
|
%
|
|
54.83
|
%
|
$
|
181,687
|
|
John T. Komeiji
|
|
|
65
|
%
|
|
0 - 81.25
|
%
|
|
59.97
|
%
|
$
|
197,014
|
|
Kevin T. Paul
|
|
|
40
|
%
|
|
0 - 50
|
%
|
|
36.07
|
%
|
$
|
104,146
|
|
-
(1)
-
Mr. Barber's
employment with the Company commenced January 14, 2013, so his award for the 2013 Plan Year was prorated.
2010 Equity Incentive Plan.
The 2010 Equity Incentive Plan provides key employees, including our Named Executive Officers, and
non-employee directors
of the Company and its subsidiaries with the opportunity to receive restricted stock units (RSUs), stock options, and other equity-based awards. The maximum number of shares of our common stock
issuable pursuant to awards granted under the 2010 Equity Incentive Plan is 1,400,000 shares. As explained above, the 2013 evaluation of our executive compensation by the Company's compensation
consultant determined that our long-term incentive compensation (as a percentage of base salary) was below the 50
th
percentile of the competitive survey and peer company data.
23
Table of Contents
The
RSU awards granted in 2013 are intended to provide long-term compensation for a four-year period beginning 2013. The size of each RSU award was based on a percentage of the
executive's base salary as well as on the fair market value of our common stock on the grant date. The Compensation Committee set the base salary percentage for each Named Executive Officer in line
with the recommendation of the Company's compensation consultant which was made following its assessment of competitive long-term incentive compensation levels for each Named Executive Officer.
The
RSUs awarded to the Named Executive Officers are divided equally into time-based RSUs and performance-based RSUs. The time-based RSUs vest in equal installments over a four-year
period. In the case of the time-based RSUs awarded in 2013, vesting will take place on March 12, 2014, March 12, 2015, March 12, 2016, and March 12, 2017. In furtherance of
the Compensation Committee's desire to tie RSU awards to shareholder return as well as the Company's financial performance, the Named Executive Officers' performance-based RSUs will vest in three
equal installments over a four-year period subject to meeting total shareholder return (TSR) and financial performance goals. In the case of the performance-based RSUs awarded in 2013, vesting will be
determined on the determination date (the later of March 12, 2015 and the date in 2015 that the Compensation Committee determines the vesting of the performance-based RSUs) and on each of the
first two annual anniversaries of the determination date, depending upon (i) the Company's financial performance in 2013 for revenue and adjusted EBITDA and (ii) the Company's total
shareholder return (TSR) for 2013 and 2014 in comparison to the NASDAQ Telecommunications Index, subject to continued employment through each vesting date and provided that no performance-based RSUs
will vest if the fiscal year 2013 Adjusted EBITDA performance is below the threshold performance goal. More specifically, the number of performance-based RSUs that vest on the determination date and
on each of the first two annual anniversaries thereof will be equal to the product of A times B times C, where:
|
|
|
|
|
A
|
|
=
|
|
Sixteen and two-thirds percent (16
2
/
3
%) of the RSUs granted.
|
B
|
|
=
|
|
Weighted % Vested from Revenue Performance + Weighted % Vested from Adjusted EBITDA Performance, each of which is determined as follows:
|
Weighted % Vested from Revenue Performance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Measurement
|
|
Weighting
|
|
Factor
|
|
Amount
|
|
% Vested from
Revenue
Performance
|
|
|
|
|
|
|
|
($ in mils)
|
|
|
|
FY2013 Revenue
|
|
|
40
|
%
|
|
|
|
|
|
|
|
|
|
Threshold
|
|
|
|
|
|
95
|
%
|
$
|
382.40
|
|
|
75
|
%
|
Target
|
|
|
|
|
|
100
|
%
|
$
|
402.50
|
|
|
100
|
%
|
Maximum
|
|
|
|
|
|
105
|
%
|
$
|
422.60
|
|
|
125
|
%
|
24
Table of Contents
Weighted % Vested from Adjusted EBITDA Performance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Measurement
|
|
Weighting
|
|
Factor
|
|
Amount
|
|
%Vested from
Adjusted EBITDA
Performance
|
|
|
|
|
|
|
|
($ in mils)
|
|
|
|
FY2013 Adjusted EBITDA
|
|
|
60
|
%
|
|
|
|
|
|
|
|
|
|
Threshold
|
|
|
|
|
|
95
|
%
|
$
|
116.30
|
|
|
75
|
%
|
Target
|
|
|
|
|
|
100
|
%
|
$
|
122.40
|
|
|
100
|
%
|
Maximum
|
|
|
|
|
|
105
|
%
|
$
|
128.50
|
|
|
125
|
%
|
|
|
|
|
|
|
|
|
|
In the event of performance between Threshold and Target or between Target and Maximum, straight-line interpolation will determine the weighted percentages set forth above. If performance is below Threshold, the
applicable weighted percentage will equal zero percent (0%). In no event may the Weighted % Vested from Revenue Performance or the Weighted % Vested from Adjusted EBITDA Performance exceed 125%.
|
C
|
|
=
|
|
TSR Award Modifier, which ranges from 75% to 125% depending upon the performance of the Company's TSR relative to the performance of the NASDAQ Telecommunications Index (Index) TSR, as follows:
|
|
|
|
|
|
|
|
Level
|
|
TSR Relative Performance [(Company TSR
minus Index TSR) × 100%]
|
|
TSR Award
Modifier
|
|
High
|
|
+15% and higher
|
|
|
125
|
%
|
Target
|
|
0%
|
|
|
100
|
%
|
Low
|
|
-15% and lower
|
|
|
75
|
%
|
|
|
|
|
|
|
|
|
|
Company TSR = (Company Share Ending Price/Company Share Beginning Price) - 1
|
|
|
|
|
Index TSR = (Index Ending Price/ Index Beginning Price) - 1
|
|
|
|
|
Beginning Price = trading volume weighted average price of the Company's common stock or the NASDAQ Telecommunications Index, as applicable, over the first 5 trading days in January 2013, accounting for the
reinvestment of dividends over this period.
|
|
|
|
|
Ending Price = trading volume weighted average price of the Company's common stock or the NASDAQ Telecommunications Index, as applicable, over the last 5 trading days in December 2014, accounting for the
reinvestment of dividends over this period.
|
|
|
|
|
In the event of TSR relative performance between levels, straight-line interpolation will determine the TSR Award Modifier.
|
The
Weighted % Vested from Revenue Performance, the Weighted % Vested from Adjusted EBITDA Performance, and the TSR Award Modifier allow for the possibility of vesting more than the
target number of performance-based RSUs in the event of over-performance in relation to the performance goals as well as for the possibility of vesting fewer than the target number in the event of
under-performance.
During
2013, the Compensation Committee granted a total of 96,144 performance-based RSUs and time-based RSUs (collectively, "Target RSUs") to executives, including the Named Executive
Officers. The following chart shows the number of Target RSUs awarded to each Named Executive
25
Table of Contents
Officer
in 2013, as well as the maximum number of RSUs that could vest in the event of over-performance ("Maximum RSUs"):
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
% of Base Salary
|
|
Number of Target RSUs
|
|
Number of Maximum RSUs
|
|
Eric K. Yeaman
|
|
|
100
|
|
|
35,350
|
|
|
45,292
|
|
Scott K. Barber
|
|
|
75
|
|
|
14,937
|
|
|
19,138
|
|
Robert F. Reich
|
|
|
65
|
|
|
10,777
|
|
|
13,808
|
|
John T. Komeiji
|
|
|
50
|
|
|
8,215
|
|
|
10,525
|
|
Kevin T. Paul
|
|
|
40
|
|
|
5,775
|
|
|
7,399
|
|
With
respect to performance-based RSUs granted to employees prior to 2013 and scheduled to vest in 2014, the Compensation Committee in March 2014 determined the level of performance
against the goals set for the 2013 performance period in accordance with amendments it had approved for such performance-based RSUs that sought to align the structure of the performance goals
applicable to those RSUs with the performance-based RSUs granted in 2013, and determined that 108.25% of the target performance-based RSUs vested. Under the amendments, the performance-based RSUs
granted prior to 2013 will vest based on the achievement of the following categories of performance goals for each of the applicable performance years: (i) the Company's financial performance
for revenue and adjusted EBITDA for the applicable performance year and (ii) the Company's total shareholder return (TSR) for a two-year period ending on December 31 of the applicable
performance year as compared to the NASDAQ Telecommunications Index. The amendments also provide that participants may receive additional shares upon settlement of the performance-based RSUs if the
financial performance goals and/or the relative TSR performance goal exceed the target goals.
For
the performance-based RSUs scheduled to vest in 2013, the applicable performance goal was an increase in the Company's adjusted EBITDA from 2011 to 2012 of at least three percent.
Although the performance goal was achieved, the Compensation Committee exercised the discretion specifically permitted it under the applicable RSU agreements and determined that only 83.8% of the
performance-based RSUs scheduled to vest in 2013 vested. The Compensation Committee's decision to exercise its discretion and vest less than 100% of the performance-based RSUs scheduled to vest in
2013 was based upon the Company achieving revenue and adjusted EBITDA of $385.5 million and $122.0, respectively, in 2012 against the following threshold and target levels for 2012 revenue and
adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Measurement
|
|
Weighting
|
|
Factor
|
|
Amount
|
|
% Vested (B)
|
|
|
|
|
|
|
|
($ in mils)
|
|
|
|
Revenue
|
|
|
50
|
%
|
|
|
|
|
|
|
|
|
|
Threshold
|
|
|
|
|
|
95
|
%
|
$
|
381.9
|
|
|
75
|
%
|
Target
|
|
|
|
|
|
100
|
%
|
$
|
402.0
|
|
|
100
|
%
|
Adjusted EBITDA
|
|
|
50
|
%
|
|
|
|
|
|
|
|
|
|
Threshold
|
|
|
|
|
|
|
|
$
|
121.3
|
|
|
75
|
%
|
Target
|
|
|
|
|
|
100
|
%
|
$
|
122.5
|
|
|
100
|
%
|
For
all RSUs, the Compensation Committee has the discretion, after consideration of such factors as it deems appropriate, to reduce the number of performance-based RSUs that otherwise
would vest based upon the achievement of the applicable performance goals. In addition, all RSU awards are non-transferable, and the shares issued pursuant to vesting of performance-based RSUs will be
non-transferable subject to such transfer restriction lapsing in equal annual installments over a three-year period.
In
the event of death, disability, or termination of employment without cause or for good reason, with the exception of unvested RSUs granted in 2010 to Mr. Yeaman, unvested
time-based RSUs held by our Named Executive Officers that otherwise would have vested on the next vesting date would vest
26
Table of Contents
immediately
on a pro-rated basis, and unvested performance-based RSUs held by our Named Executive Officers that otherwise would have vested on the next determination date or vesting date, as
applicable, depending upon achievement of the applicable performance goal, would remain outstanding and vest on such determination date or vesting date, as applicable, on a pro-rated basis. In the
case of RSUs granted to Mr. Yeaman in 2010, death or disability would result in the immediate vesting of both the unvested time-based RSUs scheduled to vest on the next vesting date and the
unvested performance-based RSUs scheduled to vest on the next determination date, and termination of employment without cause or for good reason would result in the immediate vesting of the unvested
time-based RSUs scheduled to vest on the next vesting date while the unvested performance-based RSUs scheduled to vest on the next determination date would remain outstanding and would vest on such
determination date depending upon achievement of the applicable performance goal. In all cases, any transfer restrictions applicable to any shares of common stock previously issued to the Named
Executive Officers upon vesting of performance-based RSUs would immediately lapse.
In
the event of a change in control, all unvested RSUs granted in or prior to 2012 and held by our Named Executive Officers (with the exception of unvested RSUs granted in 2010 to
Mr. Yeaman) would vest immediately. In the case of Mr. Yeaman, the unvested performance-based RSUs granted in 2010 would vest immediately subject to achievement of the applicable
performance goal as determined by the Compensation Committee at the time of the change in control, and the unvested time-based RSUs granted in 2010 and scheduled to vest on the next vesting date would
vest immediately on a pro-rated basis. In the case of RSUs granted in 2013 and held by our Named Executive Officers, any unvested time-based RSUs would vest immediately and unvested maximum number of
performance-based RSUs
would vest immediately subject to achievement of the applicable performance goal as determined by the Compensation Committee at the time of the change in control. In all cases, any transfer
restrictions applicable to any shares of common stock previously issued to our Named Executive Officers upon vesting of performance-based RSUs would immediately lapse.
We have a tax-qualified Section 401(k) retirement savings plan for our employees, including the Named Executive Officers, who
satisfy certain eligibility requirements. Under this plan, participants may elect to make pre-tax contributions, not to exceed the applicable statutory income tax limitation (which was $17,500 in
2013). In addition, we may make discretionary contributions to the plan in any year, up to certain limits. In 2013, we provided a matching contribution equal to 100% of a participant's salary
deferrals, up to a maximum of 6% of a participant's compensation. Our contributions to the accounts of the Named Executive Officers are shown in the All Other Compensation column of the Summary
Compensation Table below. We intend for the plan to qualify under Section 401(a) of the Internal Revenue Code so that contributions by participants to the plan, and income earned on plan
contributions, are not taxable to participants until withdrawn from the plan.
Additional
benefits received by our Named Executive Officers include Company- funded executive group life, disability, and accidental death and dismemberment insurance; reimbursement of
out-of-pocket medical expenses; entitlement to severance benefits in the event of termination of employment under certain circumstances (as described in more detail below); and group medical plans and
medical and dependent care flexible spending accounts available to salaried employees generally.
Except
as described herein, we generally do not provide perquisites or other personal benefits to our Named Executive Officers. Currently, we do not view perquisites or other personal
benefits as a significant component of our executive compensation program. In the future, we may provide perquisites in limited circumstances, such as where we believe they are appropriate to assist
our executives in the performance of their duties, to make our executives more efficient and effective, and/or for recruitment, motivation, or retention purposes. All future practices with respect to
27
Table of Contents
perquisites
or other personal benefits will be approved and subject to periodic review by the Compensation Committee.
While
we intend to continue to maintain our current benefits and perquisites for our Named Executive Officers, we have discretion to revise, amend, or add to them. We believe these
benefits and perquisites are at competitive levels for comparable companies.
Our Board of Directors recognizes it is critical to provide competitive compensation packages to attract and retain experienced and
skilled executives in a competitive and dynamic labor market. This includes competitive severance benefits. We believe that the severance benefits provided by the employment agreements with our Named
Executive Officers and by our Executive Severance Plan, among other things, allow them to maintain continued focus and dedication to their assigned duties to maximize stockholder value. A discussion
of the severance benefits of our Named Executive Officers is explained in greater detail under "Potential Payments on Termination or Change in Control" set forth below.
Other Compensation Policies
Stock Ownership Guidelines
Our Board of Directors believes that ownership of our common stock by our directors and officers promotes a focus on long-term growth
and aligns the interests of our directors and officers with those of our stockholders. Our stock ownership guidelines require our executives at the senior vice president level and higher, including
our Named Executive Officers, and our non-employee directors to achieve, not later than five years after the later of the date of adoption of the stock ownership guidelines and the date the individual
becomes subject to the guidelines, ownership of our common stock with a value at least as great as the values noted below:
Chief
Executive Officer, Chief Operating Officer, and senior vice presidents200% of annual base salary
Non-employee
directors300% of annual cash retainer
Such
ownership includes ownership of restricted as well as unrestricted shares of common stock, whether owned by the individual, jointly, or by the individual's revocable living trust,
as well as unvested time-based restricted stock units. All of our named executive officers have met the ownership guidelines or have time remaining under the guidelines.
We have a policy regarding hedging the economic risk of the ownership of shares of our common stock which prohibits the Named Executive
Officers from engaging in short sales and similar arrangements involving our common stock.
Once final rules regarding clawback policies are issued as contemplated by the Dodd-Frank Act, we intend to develop a policy regarding
retroactive adjustments to our Named Executive Officers' compensation in situations where such compensation was predicated upon the achievement of financial results that subsequently were the subject
of a financial restatement. Once final rules are released regarding clawback requirements under the Dodd-Frank Act, we intend to review our policies and plans and, if necessary, amend them to comply
with the new mandates.
28
Table of Contents
Compensation Committee Report
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy
Statement. Based on this review and discussion, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and
incorporated into our Annual Report on Form 10-K for the year ended December 31, 2013.
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Respectfully Submitted By:
The Compensation Committee
Warren H. Haruki, Chairman
Walter A. Dods, Jr.
Bernard R. Phillips III
|
Notwithstanding anything to the contrary set forth in any of the Company's filings under the Securities Act of 1933 or the Securities Exchange Act of 1934 that might
incorporate future filings, including this Proxy Statement, in whole or in part, the Compensation Committee Report shall not be deemed to be incorporated by reference into any such filings, unless we
specifically incorporate these reports by reference in some other filed document.
Relationship between Compensation Plans and Risk
We believe that the Company's compensation programs, either individually or in the aggregate, do not encourage executives or employees
to undertake unnecessary or excessive risks that are reasonably likely to have a material adverse effect on us. We note the following mitigating
factors:
-
-
The Compensation Committee sets the performance goals for our annual Performance Compensation Plan. These goals typically
are objective financial goals which the Compensation Committee believes are appropriately correlated with stockholder value;
-
-
The use of equity awards fosters executive retention and aligns our executives' interests with those of our stockholders;
-
-
The use of a long-term incentive vehicle, restricted stock units, that vest over a number of years and serve to align our
executives' interests with those of our stockholders; and
-
-
Stock ownership guidelines for senior executives, monitored by the Compensation Committee, that encourage alignment with
stockholder interests over the long term.
29
Table of Contents
Summary Compensation Table
The following table sets forth information regarding compensation earned during 2013, 2012, and 2011 by our principal executive officer
and principal financial officer, the three other most highly compensated executive officers who were serving as executive officers at the end of 2013.
Summary Compensation Table
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Name and Principal
Position
|
|
Year
|
|
Salary
($)
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|
Bonus
($)
|
|
Stock
Awards
($)(3)
|
|
Option
Awards
($)
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|
Non-Equity
Incentive
Plan
Compensation
($)(4)
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|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
|
|
All Other
Compensation
($)(5)
|
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Total
($)
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(a)
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(b)
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(c)
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(d)
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(e)
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(f)
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(g)
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(h)
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(i)
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(j)
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Eric K. Yeaman
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2013
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710,000
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722,628
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607,760
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26,710
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2,067,098
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President and Chief
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2012
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706,231
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|
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567,472
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494,362
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24,982
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1,796,046
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Executive Officer
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2011
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696,000
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|
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|
0
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|
|
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572,982
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|
|
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|
22,341
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1,291,323
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|
Scott K. Barber(1)
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2013
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386,154
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|
|
|
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541,024
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239,723
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92,648
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1,259,549
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Chief Operating Officer
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2012
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|
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|
|
|
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|
|
|
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|
|
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2011
|
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|
|
|
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|
|
|
|
|
|
|
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|
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Robert F. Reich
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2013
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331,375
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|
|
|
|
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220,305
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|
|
|
|
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181,687
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|
|
|
|
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22,194
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|
|
755,561
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|
Senior Vice President,
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2012
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325,908
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|
|
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163,044
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|
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158,702
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|
|
|
|
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20,629
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|
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668,283
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Chief Financial Officer
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2011
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320,000
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|
|
|
|
|
0
|
|
|
|
|
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179,348
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|
|
|
|
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20,585
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519,933
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and Treasurer
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|
|
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John T. Komeiji
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2013
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328,523
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|
|
|
|
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167,932
|
|
|
|
|
|
197,014
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|
|
|
|
|
21,356
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|
|
714,825
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Senior Vice President
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|
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2012
|
|
|
323,546
|
|
|
|
|
|
161,856
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|
|
|
|
|
147,634
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|
|
|
|
|
20,929
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|
|
653,965
|
|
and General Counsel
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2011
|
|
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317,200
|
|
|
|
|
|
0
|
|
|
|
|
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171,799
|
|
|
|
|
|
20,848
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|
|
509,847
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Kevin T. Paul(2)
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2013
|
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288,769
|
|
|
|
|
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118,053
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|
|
|
|
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104,146
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|
|
|
|
|
13,393
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|
|
524,362
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Senior Vice President
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2012
|
|
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284,846
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|
|
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35,588
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|
|
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70,913
|
|
|
|
|
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13,273
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|
|
404,621
|
|
Technology
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2011
|
|
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118,462
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|
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|
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250,012
|
|
|
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39,226
|
|
|
|
|
|
44,158
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|
|
451,858
|
|
-
(1)
-
Mr. Barber's
employment with the Company as Chief Operating Officer commenced January 14, 2013.
-
(2)
-
Mr. Paul's
employment with the Company as Senior Vice PresidentTechnology commenced August 1, 2011.
-
(3)
-
Represents
the aggregate grant date fair values, computed in accordance with FASB ASC Topic 718, of restricted stock unit awards under the 2010 Equity
Incentive Plan. There can be no assurance that these grant date fair values will ever be realized by the Named Executive Officers. For fiscal 2013, this column includes the grant date fair values of
the target number of shares that may be earned pursuant to restricted stock unit awards granted in 2013. See the "Grants of Plan-Based Awards" table below for information on restricted stock unit
awards made in fiscal 2013.
-
(4)
-
Represents
cash performance payments earned for the fiscal year identified in column (b) under the Company's Performance Compensation Plan.
-
(5)
-
"All
Other Compensation" in 2013 includes: (i) amounts contributed by the Company to its 401(k) plan (Mr. Yeaman$17,500,
Mr. Barber$13,192, Mr. Reich$17,363, Mr. Komeiji$17,500, and Mr. Paul$10,627), (ii) moving allowance paid to
Mr. Barber in the amount of $75,000 pursuant to the terms of his employment agreement, (iii) premiums paid with respect to supplemental term life, accidental death and dismemberment,
disability and health benefits for the benefit of the Named Executive Officers, and (iv) reimbursement of out-of-pocket medical expenses for each of the Named Executive Officers.
Employment Agreements
Each of Messrs. Yeaman, Barber, Reich, Komeiji, and Paul has entered into an employment agreement with us.
Each
of the employment agreements of Messrs. Barber, Reich, Komeiji, and Paul has no specified term but instead provides that the Named Executive Officer is an employee at-will of
the Company and that either party may terminate the employment agreement at any time. Mr. Yeaman's employment
30
Table of Contents
agreement
provides for a term of four years beginning with the date of the Company's emergence from chapter 11 bankruptcy, renewable by the Board upon written notice no later than ninety days
prior to the end of such new four-year term. Under the terms of his employment agreement, Mr. Yeaman is eligible to receive an annual performance payment under our Performance Compensation
Plan, pursuant to which performance payments are tied to achieving certain corporate and/or individual performance goals, with a target performance payment equal to 100% of his annual salary and a
maximum opportunity of 125% of his annual salary. His agreement also provides that his potential lump sum cash severance payment in the event of termination without cause or for good reason will be
two times the sum of his annual base salary and his target level payment under the Performance Compensation Plan.
Under
the terms of their employment agreements, Messrs. Barber, Reich, Komeiji, and Paul also are each eligible to receive an annual performance payment under our Performance
Compensation Plan, pursuant to which performance payments are tied to achieving certain corporate and/or individual performance goals, with target performance payments ranging from 40% to 75% of
annual salary. They also are entitled to participate in our 2010 Equity Incentive Plan and our employee benefit plans, programs and arrangements at a level commensurate with their position.
Grants of Plan-Based Awards
The following table summarizes pertinent information concerning plan-based awards granted to the Named Executive Officers during 2013:
Grants of Plan-Based Awards
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|
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|
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|
|
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|
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|
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)(2)
|
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
|
|
|
|
|
|
|
|
|
|
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(1)
|
|
Estimated Future Payouts
Under Equity Incentive Plan
Awards
|
|
Exercise
or Base
Price of
Option
Awards
($/Sh)
|
|
Grant
Date Fair
Value of
Stock and
Option
Awards
($)
|
|
Name
|
|
Grant
Date
|
|
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
Threshold
(#)
|
|
Target
(#)(2)
|
|
Maximum
(#)
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(j)
|
|
(k)
|
|
(l)
|
|
Eric K. Yeaman
|
|
|
|
|
|
532,500
|
|
|
710,000
|
|
|
887,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
President and Chief Executive
|
|
|
3/11/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,675
|
|
|
27,617
|
|
|
|
|
|
|
|
|
|
|
|
366,580
|
|
Officer and Director
|
|
|
3/11/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,675
|
|
|
|
|
|
|
|
|
355,975
|
|
Scott K. Barber
|
|
|
|
|
|
212,019
|
|
|
282,692
|
|
|
353,365
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief Operating Officer
|
|
|
3/11/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,468
|
|
|
11,670
|
|
|
|
|
|
|
|
|
|
|
|
154,886
|
|
|
|
|
3/11/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,468
|
|
|
|
|
|
|
|
|
150,406
|
|
Robert F. Reich
|
|
|
|
|
|
161,471
|
|
|
215,295
|
|
|
269,119
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Vice President, Chief
|
|
|
3/11/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,388
|
|
|
8,420
|
|
|
|
|
|
|
|
|
|
|
|
111,747
|
|
Financial Officer and
|
|
|
3/11/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,388
|
|
|
|
|
|
|
|
|
108,514
|
|
Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John T. Komeiji
|
|
|
|
|
|
160,088
|
|
|
213,450
|
|
|
266,813
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Vice President and
|
|
|
3/11/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,107
|
|
|
6,418
|
|
|
|
|
|
|
|
|
|
|
|
85,179
|
|
General Counsel
|
|
|
3/11/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,107
|
|
|
|
|
|
|
|
|
82,715
|
|
Kevin T. Paul
|
|
|
|
|
|
86,597
|
|
|
115,462
|
|
|
144,328
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Vice President
|
|
|
3/11/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,887
|
|
|
4,512
|
|
|
|
|
|
|
|
|
|
|
|
59,876
|
|
Technology
|
|
|
3/11/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,887
|
|
|
|
|
|
|
|
|
58,144
|
|
-
(1)
-
Represents
potential payouts under the Company's Performance Compensation Plan. The actual payouts are reflected in column (g) of the Summary
Compensation Table.
-
(2)
-
Each
restricted stock unit award listed in columns (g) was granted under the 2010 Equity Incentive Plan and represents half of the restricted stock
unit awards granted on the grant dates shown in column (b). These restricted stock unit awards are performance-based and vest in three equal installments over four years subject to the performance
goals being met as described in "Executive Compensation Program
2010 Equity Incentive Plan
" above. The other half of the restricted stock unit
awards granted on the grant date shown in column (b) are listed in column (i). These restricted stock unit awards are time-based and vest in equal annual increments over a four-year period each
March 12 of 2014, 2015, 2016, and 2017.
31
Table of Contents
Outstanding Equity Awards at Fiscal Year-End
The following table summarizes the outstanding equity award holdings held by the Named Executive Officers at December 31, 2013.
Outstanding Equity Awards at Fiscal Year-End
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
Name
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|
Number of
Shares or
Units of
Stock
That Have
Not Vested
(#)
|
|
Market
Value of
Shares
or Units
of Stock
That
Have Not
Vested
($)
|
|
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)(1)
|
|
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have
Not
Vested
($)(2)
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(j)
|
|
Eric K. Yeaman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
184,705
|
|
|
5,424,786
|
|
President and Chief Executive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Officer and Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scott K. Barber
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31,138
|
|
|
914,523
|
|
Chief Operating Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert F. Reich
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44,615
|
|
|
1,310,343
|
|
Senior Vice President, Chief
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Officer and Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John T. Komeiji
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,767
|
|
|
1,138,587
|
|
Senior Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and General Counsel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kevin T. Paul
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,543
|
|
|
573,978
|
|
Senior Vice PresidentTechnology
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
(1)
-
Assumes
that the maximum performance goals were achieved.
-
(2)
-
The
market value of the restricted stock units that have not vested is calculated by multiplying the number of units that have not vested by the closing
price of our common stock on December 31, 2013, which was $29.37 per share.
32
Table of Contents
Option Exercises and Stock Vested
The following table sets forth the number of shares acquired on vesting of restricted stock units by each of the Named Executive
Officers during fiscal year 2013. The table also presents the value realized upon such vesting, as calculated based on the closing price per share of our common stock on the vesting date. Amounts
presented in the "Valued Realized on Vesting" column under "Stock Awards" do not necessarily mean that the Named Executive Officer has actually sold the vested shares for cash. None of our Named
Executive Officers exercised stock options during fiscal year 2013.
|
|
|
|
|
|
|
|
|
|
Stock Awards
|
|
Name
|
|
Number of
Shares
Acquired on
Vesting (#)
|
|
Value
Realized on
Vesting ($)
|
|
Eric K. Yeaman
|
|
|
55,202
|
|
|
1,291,352
|
|
President and Chief Executive Officer and Director
|
|
|
|
|
|
|
|
Scott K. Barber(1)
|
|
|
0
|
|
|
0
|
|
Chief Operating Officer
|
|
|
|
|
|
|
|
Robert F. Reich
|
|
|
11,741
|
|
|
272,441
|
|
Senior Vice President, Chief Financial Officer and Treasurer
|
|
|
|
|
|
|
|
John T. Komeiji
|
|
|
11,641
|
|
|
270,132
|
|
Senior Vice President and General Counsel
|
|
|
|
|
|
|
|
Kevin T. Paul
|
|
|
2,903
|
|
|
67,976
|
|
Senior Vice PresidentTechnology
|
|
|
|
|
|
|
|
-
(1)
-
Mr. Barber's
employment with the Company commenced January 14, 2013.
Pension Benefits
None of the Named Executive Officers participate in or have account balances in the Hawaiian Telcom Management Pension Plan.
Nonqualified Deferred Compensation
None of the Named Executive Officers participate in or have account balances in a non-qualified defined contribution plan or other
deferred compensation plan maintained by the Company.
Potential Payments on Termination or Change in Control
The quantities stated below assume termination as of December 31, 2013.
Upon
termination of Mr. Yeaman's employment either by us without cause or by him for good reason as of December 31, 2013, he is entitled to receive a lump sum equal to
(i) two times the sum of his annual base salary and his annual performance payment at the target level under the Performance Compensation Plan ($2,840,000), and (ii) the amount of his
annual performance payment under the Performance Compensation Plan deemed to be earned for the most recent fiscal year but not yet paid, in the event the termination occurs after the beginning of the
year but prior to the date of payment ($607,760).
Upon
termination of Mr. Barber's employment either by us without cause or by him for good reason, he is entitled to (i) continue to receive his base salary for twelve
months following termination ($400,000), subject to termination in the event he breaches any of the covenants described in his employment agreement, (ii) continue to receive, for
12 months, coverage for himself and any dependents under the Company group health benefit plans in which they were entitled to participate
33
Table of Contents
immediately
prior to the date of termination other than certain supplemental coverage plans available to senior executives ($12,129), and (iii) a pro-rata portion of his performance payment
under the Performance Compensation Plan for the year of termination ($239,723), to be paid at the same time as performance payments are paid to the other executive officers. His employment agreement
also provides that, upon termination of his employment due to his death or disability, he or his estate is entitled to receive a lump sum equal to six months of his base salary ($200,000) and the
pro-rata portion of his performance payment under the Performance Compensation Plan based upon the Company's year-to-date performance ($239,723), to be determined in good faith by the Compensation
Committee.
Upon
termination of Mr. Reich's employment either by us without cause or by him for good reason, he is entitled to (i) continue to receive his base salary for twelve months
following termination ($333,000), subject to termination in the event he breaches any of the covenants described in his employment agreement, (ii) continue to receive, for 12 months,
coverage for himself and any dependents under the Company group health benefit plans in which they were entitled to participate immediately prior to the date of termination other than certain
supplemental coverage plans available to senior executives
($12,129), and (iii) a pro-rata portion of his performance payment under the Performance Compensation Plan for the year of termination ($181,687), to be paid at the same time as performance
payments are paid to the other executive officers. His employment agreement also provides that, upon termination of his employment due to his death or disability, he or his estate is entitled to
receive a lump sum equal to six months of his base salary ($166,500) and the pro-rata portion of his performance payment under the Performance Compensation Plan based upon the Company's year-to-date
performance ($181,687), to be determined in good faith by the Compensation Committee.
Upon
termination of Mr. Komeiji's employment either by us without cause or by him for good reason, he is entitled to (i) continue to receive his base salary for twelve
months following termination ($330,000), subject to termination in the event he breaches any of the covenants described in his employment agreement, (ii) continue to receive, for
12 months, coverage for himself and any dependents under the Company group health benefit plans in which they were entitled to participate immediately prior to the date of termination other
than certain supplemental coverage plans available to senior executives ($17,132), and (iii) a pro-rata portion of his performance payment under the Performance Compensation Plan for the year
of termination ($197,014), to be paid at the same time as performance payments are paid to the other executive officers. His employment agreement also provides that, upon termination of his employment
due to his death or disability, he or his estate is entitled to receive a lump sum equal to six months of his base salary ($165,000) and the pro-rata portion of his performance payment under the
Performance Compensation Plan based upon the Company's year-to-date performance ($197,014), to be determined in good faith by the Compensation Committee.
Upon
termination of Mr. Paul's employment either by us without cause or by him for good reason, he is entitled to (i) continue to receive his base salary for twelve months
following termination ($290,000), subject to termination in the event he breaches any of the covenants described in his employment agreement, (ii) continue to receive, for 12 months,
coverage for himself and any dependents under the Company group health benefit plans in which they were entitled to participate immediately prior to the date of termination other than certain
supplemental coverage plans available to senior executives ($16,619), and (iii) a pro-rata portion of his performance payment under the Performance Compensation Plan for the year of termination
($104,146), to be paid at the same time as performance payments are paid to the other executive officers. His employment agreement also provides that, upon termination of his employment due to his
death or disability, he or his estate is entitled to receive a lump sum equal to six months of his base salary ($145,000) and the pro-rata portion of his performance payment under the Performance
Compensation Plan based upon the
34
Table of Contents
Company's
year-to-date performance ($104,146), to be determined in good faith by the Compensation Committee.
In
addition, upon termination of employment, each of the Named Executive Officers will be entitled to receive the sum of his unpaid annual base salary through the date of termination,
any unpaid expenses,
and any unpaid accrued vacation pay. None of the Named Executive Officers was entitled to a cash payment in the event of a change in control of the Company as of December 31, 2013. As described
in "Executive Compensation Program
2010 Equity Incentive Plan
" above, the Named Executive Officers also have certain vesting rights with
respect to their unvested restricted stock units in the event of a change in control of the Company as of December 31, 2013 or termination by us without cause, by them for good reason, or due
to death or disability.
The
following table reflects the total payments that each Named Executive Officer would have received if the following events had occurred as of December 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Termination
w/o Cause or
Resignation for
Good Reason(1)(2)
|
|
Termination Upon
Death/Disability(1)(2)
|
|
Change in
Control(2)(3)
|
|
Eric K. Yeaman
|
|
$
|
5,421,734
|
|
$
|
2,581,734
|
|
$
|
2,982,338
|
|
Scott K. Barber
|
|
$
|
1,077,803
|
|
$
|
877,803
|
|
$
|
914,523
|
|
Robert F. Reich
|
|
$
|
829,471
|
|
$
|
662,971
|
|
$
|
1,078,624
|
|
John T. Komeiji
|
|
$
|
822,761
|
|
$
|
657,761
|
|
$
|
976,641
|
|
Kevin T. Paul
|
|
$
|
475,218
|
|
$
|
330,218
|
|
$
|
380,576
|
|
-
(1)
-
Represents
the sum of cash payments pursuant to the Named Executive Officers' employment agreements and the value of their RSUs that vest as a result of
such termination.
-
(2)
-
Assumes
that the applicable performance goal was achieved with respect to the Named Executive Officers' unvested performance-based RSUs scheduled to vest at
the next determination date.
-
(3)
-
Represents
the value of the Named Executive Officers' RSUs that vest as a result of a change in control. In addition, each Named Executive Officer would
receive the payment listed in the column "Termination w/o Cause or Resignation for Good Reason" in the event that executive is terminated without cause or terminates for good reason upon a change in
control.
Each
employment agreement prohibits the Named Executive Officer from competing with us or soliciting our employees and customers during the term of his employment and for one year (two
years in the case of Mr. Yeaman) following the termination of his employment or the expiration of his term of employment, whichever is longer. Each employment agreement also places restrictions
on the dissemination by the Named Executive Officer of confidential or proprietary information.
Compensation of Directors
The compensation of directors is determined by the full Board. The Compensation Committee annually reviews the non-employee director
compensation (including cash retainer, cash meeting fees and equity awards) and recommends to the full Board for adoption any changes to such compensation. Changes to non-employee director
compensation are made to ensure that their compensation levels are market-competitive and that the compensation structure supports our
business objectives, aligns the directors' interests with those of our stockholders, and reflects competitive best practices.
35
Table of Contents
In
January 2013, pursuant to the request of the Compensation Committee, Pay Governance completed an evaluation of the Company's non-employee director compensation. Consistent with the
recommendations of Pay Governance, the Compensation Committee recommended, and the Board approved in March 2013, increasing the value of the non-employee directors' annual restricted stock unit grants
and the stock ownership guideline applicable to them to be within competitive levels and changing the vesting period of the restricted stock units from three years to one year to align with the
directors' one-year term. In accordance with Pay Governance's determination that the total compensation for Board Committee members was competitive but that the total compensation for the Chairman of
the Board was below competitive, the Compensation Committee also recommended, and the Board approved in March 2013, increasing the Chairman's annual cash retainer and annual equity grant. The Board
further approved, pursuant to recommendation of the Compensation Committee, to increase the additional annual fee for the Chairman of the Nominating and Governance Committee.
As
a result, following the March 2013 changes to the Company's non-employee director compensation, non-employee directors receive an annual cash retainer of $50,000 (an additional
$30,000 if also serving as Chairman of the Board); an additional annual fee if also serving as Chairperson of a committee of the Board ($15,000 for the Audit Committee, $10,000 for the Compensation
Committee, $7,500 for the Nominating and Governance Committee, and $5,000 for the Executive Committee); annual equity grants valued at $45,000 (an additional $35,000 if also serving as Chairman of the
Board); and an attendance fee of $1,500 per Board or committee meeting attended in person or telephonically.
The
following table sets forth a summary of the compensation earned by our non-employee directors during 2013.
Director Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Fees Earned
or Paid
in Cash
($)
|
|
Stock
Awards
($)(1)
|
|
Option
Awards
($)
|
|
Non-Equity
Incentive
Plan
Compensation
($)
|
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
|
|
All Other
Compensation
($)
|
|
Total
($)
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
Kurt M. Cellar
|
|
|
66,500
|
|
|
45,114
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
111,614
|
|
Walter A. Dods, Jr.
|
|
|
73,512
|
|
|
45,114
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
118,626
|
|
Warren H. Haruki
|
|
|
84,000
|
|
|
45,114
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
129,114
|
|
Richard A. Jalkut
|
|
|
103,524
|
|
|
80,218
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
183,742
|
|
Steven C. Oldham
|
|
|
89,000
|
|
|
45,114
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
134,114
|
|
Bernard R. Phillips III
|
|
|
71,000
|
|
|
45,114
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
116,114
|
|
-
(1)
-
"Stock
Awards" represent the aggregate grant date fair values, computed in accordance with Financial Accounting Standards Board ("FASB") Accounting
Standards Codification ("ASC") Topic 718, of restricted stock unit awards issued to non-employee directors pursuant to the 2010 Equity Incentive Plan. There can be no assurance that these grant date
fair values will ever be realized by the non-employee directors.
Compensation Committee Interlocks and Insider Participation
The members of our Compensation Committee are Messrs. Haruki (Chairman), Dods, and Phillips. None of the members of our
Compensation Committee serves, or has served, as an officer or employee of the Company. None of our executive officers currently serves, or in the past year has served, as a member of the board of
directors or compensation committee of any entity that has one or more executive officers who serve on our Board or Compensation Committee.
36
Table of Contents
Certain Relationships and Related Transactions
The Company's Code of Business Conduct and conflict of interest procedures require employees to disclose any actual or perceived
conflict of interest and any material transaction that could be expected to give rise to a conflict of interest, including a potential related party transaction. Any potential conflict of interest
must be approved by the Chief Executive Officer, or if the conflict of interest involves a material amount, by the Board of Directors, based on consideration of all relevant facts and circumstances.
Directors also are required, pursuant to the Code of Conduct of the Board of Directors of the Company, to disclose any situation that involves, or may reasonably be expected to involve, a conflict of
interest with the Company. Such disclosure must be made promptly to the Chairman of the Nominating and Governance Committee.
37
Table of Contents
OTHER INFORMATION
Stockholder Proposals for the 2015 Annual Meeting
Proposals of stockholders intended to be presented pursuant to Rule 14a-8 under the Exchange Act at the Company's Annual Meeting
in 2015 must be received at the Company's headquarters on or before November 14, 2014 in order to be considered for inclusion in the 2015 Proxy Statement and proxy. In order for proposals of
stockholders made outside of Rule 14a-8 under the Exchange Act to be considered "timely" within the meaning of Rule 14a-4(c) under the Exchange Act, such proposals must be received at
the Company's headquarters not later than February 5, 2015. The Company's Bylaws require that proposals of stockholders made outside of Rule 14a-8 under the Exchange Act be submitted, in
accordance with section 2.9 of the Bylaws, not earlier than January 6, 2015 and not later than February 5, 2015; provided, however, that in the event the 2015 Annual Meeting
is called for a date that is not within 30 days before or after the anniversary date of the 2014 Annual Meeting, notice by the stockholders in order to be timely must be received by the Company
not later than the close of business on the 10th day following the day on which notice of the date of the 2015 Annual Meeting was mailed or public disclosure of the date of the 2015 Annual
Meeting was made, whichever occurs first.
OTHER MATTERS
The Board knows of no other matters to be presented for stockholder action at the Annual Meeting. However, if other matters do properly
come before the Annual Meeting or any adjournments or postponements thereof, the Board intends that the persons named in the proxies will vote upon such matters in accordance with their best judgment.
|
|
|
|
|
By Order of the Board of Directors
|
|
|
/s/ FRANCIS K. MUKAI
Francis K. Mukai
Secretary
|
Dated:
March 14, 2014
38
Table of Contents
Appendix A
Schedule of Adjusted EBITDA Calculation
(Unaudited, dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For Three Months
Ended December 31,
|
|
For the Year Ended
December 31,
|
|
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
Net income
|
|
$
|
2,629
|
|
$
|
98,639
|
|
$
|
10,488
|
|
$
|
109,982
|
|
Income tax provision (benefit)
|
|
|
3,261
|
|
|
(91,016
|
)
|
|
8,782
|
|
|
(91,362
|
)
|
Interest expense and other income and expense, net
|
|
|
4,157
|
|
|
5,262
|
|
|
22,501
|
|
|
27,236
|
|
Depreciation and amortization
|
|
|
18,769
|
|
|
18,943
|
|
|
77,301
|
|
|
70,908
|
|
Non-cash stock compensation
|
|
|
850
|
|
|
529
|
|
|
2,736
|
|
|
1,872
|
|
Gain on sale of property
|
|
|
|
|
|
|
|
|
(6,546
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA
|
|
|
29,666
|
|
|
32,357
|
|
|
115,262
|
|
|
118,636
|
|
Non-recurring costs
|
|
|
695
|
|
|
910
|
|
|
2,553
|
|
|
2,565
|
|
Severance costs
|
|
|
|
|
|
|
|
|
712
|
|
|
752
|
|
Wavecom integration costs
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|
|
374
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|
|
|
|
|
1,343
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Adjusted EBITDA
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$
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30,735
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$
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33,267
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$
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119,870
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$
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121,953
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A-1
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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. 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. 1. Election of Directors: O
Richard A. Jalkut O Kurt M. Cellar O Walter A. Dods, Jr. O Warren H. Haruki O
Steven C. Oldham O Bernard R. Philips III O Eric K. Yeaman 2. To adopt, on a
non-binding advisory basis, a resolution approving the compensation of our
named executive officers as described in the proxy statement. 3. To ratify
the appointment of Deloitte & Touche LLP as the Companys independent
registered public accounting firm for 2014. THIS PROXY WILL BE VOTED AS
DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED FOR THE ELECTION
OF DIRECTORS AND FOR PROPOSAL NOS. 2 AND 3. FOR AGAINST ABSTAIN FOR ALL
NOMINEES WITHHOLD AUTHORITY FOR ALL NOMINEES FOR ALL EXCEPT (See instructions
below) 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: JOHN SMITH 1234 MAIN STREET APT. 203 NEW
YORK, NY 10038 NOMINEES: ANNUAL MEETING OF STOCKHOLDERS OF HAWAIIAN TELCOM
HOLDCO, INC. May 6, 2014 INTERNET - Access www.voteproxy.com and follow the
on-screen instructions or scan the QR code with your smartphone. Have your
proxy card available when you access the web page. TELEPHONE - Call toll-free
1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from
foreign countries from any touch-tone telephone and follow the instructions.
Have your proxy card available when you call. Vote online/phone until 11:59
PM EST the day before the meeting. MAIL - Sign, date and mail your proxy card
in the envelope provided as soon as possible. IN PERSON - You may vote your
shares in person by attending the Annual Meeting. GO GREEN - e-Consent makes
it easy to go paperless. With e-Consent, you can quickly access your proxy
material, statements and other eligible documents online, while reducing
costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy
online access. PROXY VOTING INSTRUCTIONS Please detach along perforated line
and mail in the envelope provided IF you are not voting via telephone or the
Internet. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
ELECTION OF DIRECTORS AND "FOR" PROPOSAL NOS. 2 AND 3. PLEASE SIGN,
DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN
BLUE OR BLACK INK AS SHOWN HERE x --------------- ---------------- 20730300000000000000
9 050614 COMPANY NUMBER ACCOUNT NUMBER NOTICE OF INTERNET AVAILABILITY OF
PROXY MATERIAL: The Notice of Meeting, proxy statement and proxy card are
available at http://ir.hawaiiantel.com MARK X HERE IF YOU PLAN TO ATTEND
THE MEETING.
|
|
ANNUAL MEETING
OF STOCKHOLDERS OF HAWAIIAN TELCOM HOLDCO, INC. May 6, 2014 NOTICE OF
INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, proxy
statement and proxy card are available at http://ir.hawaiiantel.com Please
sign, date and mail your proxy card in the envelope provided as soon as
possible. 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. 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. 1. Election of
Directors O Richard A. Jalkut O Kurt M. Cellar O Walter A. Dods, Jr. O Warren
H. Haruki O Steven C. Oldham O Bernard R. Philips III O Eric K. Yeaman 2. To
adopt, on a non-binding advisory basis, a resolution approving the compensation
of our named executive officers as described in the proxy statement. 3. To
ratify the appointment of Deloitte & Touche LLP as the Companys
independent registered public accounting firm for 2014. THIS PROXY WILL BE
VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED FOR THE
ELECTION OF DIRECTORS AND FOR PROPOSAL NOS. 2 AND 3. FOR AGAINST ABSTAIN
FOR ALL NOMINEES WITHHOLD AUTHORITY FOR ALL NOMINEES FOR ALL EXCEPT (See
instructions below) 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: NOMINEES: THE BOARD OF
DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS AND
"FOR" PROPOSAL NOS. 2 AND 3. PLEASE SIGN, DATE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN
HERE x Please detach along perforated line and mail in the envelope provided.
--------------- ---------------- 20730300000000000000 9 050614 GO GREEN
e-Consent makes it easy to go paperless. With e-Consent, you can quickly
access your proxy material, statements and other eligible documents online,
while reducing costs, clutter and paper waste. Enroll today via
www.amstock.com to enjoy online access.
|
|
0
--------------- . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . ---------------- 14475 HAWAIIAN
TELCOM HOLDCO, INC. Proxy for Annual Meeting of Stockholders on May 6, 2014
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY The
undersigned hereby appoints Richard A. Jalkut and Eric K. Yeaman, and each of
them, with power to act without the other and with power of substitution, as
proxies and attorneys-in-fact and hereby authorizes them to represent and
vote, as provided on the other side, all the shares of Hawaiian Telcom
Holdco, Inc. Common Stock which the undersigned is entitled to vote, and, in
their discretion, to vote upon such other business as may properly come
before the Annual Meeting of Stockholders of the Company to be held May 6,
2014 or at any adjournment or postponement thereof, with all powers which the
undersigned would possess if present at the Meeting. (Continued and to be
signed on the reverse side.)
|
Hawaiian Telcom Holdco, Inc. (delisted) (NASDAQ:HCOM)
過去 株価チャート
から 6 2024 まで 7 2024
Hawaiian Telcom Holdco, Inc. (delisted) (NASDAQ:HCOM)
過去 株価チャート
から 7 2023 まで 7 2024