Archive September 2009

Plan Proposal Roundup – Week of 9/7/2009

Looking at the proxy statements that were filed last week (9/7/2009), here are the new plans and amendments that I found (Company, plan name, (date proxy filed) and [share request as a percent of Common Shares Outstanding as of the record date/disclosed in the proxy or 10-K or latest 10-Q]):

New Equity Compensation Plan Proposals

  • Avalon Holdings Corp., 2009 Long-Term Incentive Plan (9/9/2009), 34.2%
  • Phazar Corp., 2009 Equity Incentive Plan (9/10/2009), 11.9%
  • Secure America Acquisition Corp., 2009 Stock incentive Plan (9/9/2009), 9.6%
  • Stone Tan China Acquisition Corp., 2009 Incentive Plan (9/8/2009), 6.1%
  • Sysco Corp., 2009 Non-Employee Directors Stock Plan (9/11/2009), 0.1%
  • Winn Dixie Stores Inc., 2010 Equity Incentive Plan (9/8/2009), 11.2%

New Equity Compensation Plan Amendment Proposals

  • Angidynamics Inc., 2004 Stock and Incentive Award Plan (9/9/2009), 3.1%
  • Arcadia Resources, Inc., 2006 Equity Incentive Plan (9/9/2009), 6.1%
  • Access Integrated Technologies, Inc., 2000 Equity Incentive Plan (9/11/2009), 4.6%
  • Blue Coat Systems Inc., 2007 Stock Incentive Plan (9/8/2009), 5.0%
  • Brigham Exploration Co., 1997 Incentive Plan (9/9/2009), 12.0%
  • Concurrent Computer Corp., 2001 Stock Option Plan (9/11/2009), 6.0%
  • Cowen Group, Inc., 2007 Equity and Incentive Plan (9/10/2009), 7% of post-transaction CSO
  • Gulfstream International Group Inc., Stock Incentive Plan (9/9/2009), 10.1%
  • Matrix Service Co., 2004 Stock Incentive Plan (9/11/2009), 4.2%
  • Noble Corp., 1991 Stock Option and Restricted Stock Plan (9/11/2009), 1.4%
  • Oragenics Inc., 2002 Stock Option and Incentive Plan (9/10/2009), 8.3%
  • SCM Microsystems Inc., 2007 Stock Option Plan (9/10/2009), 8.0%
  • Sysco Corp., 2007 Stock Incentive Plan (9/11/2009), 4.2%

Some interesting items from these plan proposals:

  • At least two of the plans (1 new and 1 amendment) use a flexible share authorization; the amended plan is seeking to change the Full Value Award Count from 1.5 shares to 1.25 shares (their stock options are now worth more relative to their stock price than when the plan was first put in place);
  • Several of the proposals were on proxies that also had proposals that would impact the share proposal in some way, e.g., proposals to increase the total number of authorized common shares. A number of these proposals explained the implications for the plan proposal if these other proposal(s) were and were not approved;
  • At least one of the plans uses an evergreen type provision so that the share authorization is equal to the lesser of (i) a fixed number, or (ii) a percent of the common shares outstanding at any time;
  • A couple of these companies had multiple classes of stock, and the second class of stock typically had a higher number of votes per share. Therefore on a vote dilution basis, the dilution from some of the  above proposals would be lower;
  • At least one amendment including adding Fidelity requirements, e.g., the 5% of the plan’s shares carve-out pool to permit awards to be granted not in compliance with the Fidelity requirements;
  • One of the proposals included a rolling 3-year burn rate limit of 1.5%. Most likely this was needed it in order to overcome RiskMetrics Group’s Burn Rate policy which would have otherwise caused a negative RMG vote recommendation against the proposal.

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CEPI Issues Draft Report on Global Stock Plans

Last week, the Certified Equity Professional Institute (CEPI) at Santa Clara University released a draft version of its 2009 research project – GPS | Global Stock Plans. “GPS” stands for Guidance, Procedures, and Systems. The draft research report is open for public comment until September 30, 2009

The report covers several different areas of global plan design and administration, and includes “Action Items” at the end of each section to emphasize what a company should consider from a global plan perspective. Several charts laying out processes and responsibilities are also included. Also includes a glossary of common equity compensation terms in the Appendix.

Some of the suggestions detailed in the report include:

  • Undertake country-specific due-diligence to understand the cost of a plan before making final design decisions;
  • Any equity plan should incorporate flexibility to accommodate the needs of non-US locations;
  • Determining the local legal and filing requirements for plan awards;
  • Following global plan “best practices” in order to ensure a plan operates and functions better.

You can find a copy of the report at:

www.scu.edu/business/cepi/gps_draft_releases.cfm

For more information about the CEPI, visit its website at:

www.scu.edu/business/cepi/

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New Plans/Amendments Week of 8/31/2009

Looking at the proxy statements that were filed last week (8/31/2009-9/6/2009), here are the new plans and amendments that I found (Company, plan name, (date proxy filed) and [share request as a percent of Common Shares Outstanding as of the record date/disclosed in the proxy or 10-K or latest 10-Q]):

New Equity Compensation Plan Proposals

  • Acies Corp., 2009 Stock Incentive Plan (9/3/2009) [13.5%]
  • Cryoport, Inc., 2009 Stock Incentive Plan (9/1/2009) [25.7%]
  • Commonwealth Biotechnologies Inc., 2009 Stock Incentive Plan (9/1/2009) [12.2%]
  • Conolog Corp., 2009 Stock Incentive Plan (8/31/2009) [43.4%]

New Equity Compensation Plan Amendment Proposals

  • Cell Therapeutics Inc., 2007 Equity Incentive Plan (9/4/2009) [8.3%]
  • API Nanotronics Corp., 2006 Equity Incentive Plan (9/4/2009) [10.2%]
  • Cree Inc., 2004 Long-Term Incentive Compensation Plan (9/4/2009) [3.3%]
  • Briggs & Stratton Corp., Incentive Compensation Plan (amended & restated) (9/3/2009) [13.6%]
  • Joe’s Jeans Inc., 2004 Stock Incentive Plan (8/31/2009) [6.6%]

Conolog Corp.’s proposed plan is not only notable for the significant dilution it represents, but it is quite possibly the shortest equity compensation plan I’ve ever read — all four articles of it.

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Welcome!

Welcome to my Equity Compensation Plan Blog.  This blog is intended to track issues, trends and interesting developments impacting equity compensation plans and plan amendments. If you have any suggestions of things you’d like to see covered, please let Ed know.

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Best regards,

Ed Hauder

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