Tables in the 10-K/A of DECKERS OUTDOOR CORP
29 tables with numbers, filed Jul 28, 2017. Each one downloads as a CSV for Excel or Google Sheets, with the filing's address in the last row. Only the layout is tidied (a "$" or ")" in a cell of its own is joined to its number); no value is changed. Open the filing on sec.gov ↗
Table 1 after “TABLE OF CONTENTS”
Download CSV| PART II | |
| Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations | 5 |
| PART III | |
| Item 10. Directors, Executive Officers and Corporate Governance | 6 |
| Item 11. Executive Compensation, Compensation Discussion and Analysis | 16 |
| Executive Summary | 17 |
| Compensation Philosophy and Objectives | 22 |
| Compensation Consultant and Peer Group | 29 |
First 8 of 25 rows. The CSV has all of them.
Table 2 after “Our Board of Directors, or Board, consists of ten directors. Important summary information about our current directors is set forth in the t”
Download CSV| NAME | AGE | DIRECTOR SINCE | POSITION |
| Angel R. Martinez | 62 | 2005 | Non-Executive Chairman of our Board |
| David Powers | 51 | 2016 | Chief Executive Officer, President and Director |
| John M. Gibbons | 68 | 2000 | Lead Independent Director |
| Karyn O. Barsa | 56 | 2008 | Director |
| Nelson C. Chan | 56 | 2014 | Director |
| Michael F. Devine, III | 58 | 2011 | Director |
| John G. Perenchio | 62 | 2005 | Director |
First 8 of 11 rows. The CSV has all of them.
Table 3 after “Each of our executive officers serves at the discretion of our Board. Important summary information about our current executive officers is ”
Download CSV| EXECUTIVE OFFICER | AGE | POSITION |
| David Powers | 51 | Chief Executive Officer, President and Director |
| Thomas A. George | 61 | Chief Financial Officer |
| David E. Lafitte | 53 | Chief Operating Officer |
| Stefano Caroti | 54 | President of Omni-Channel |
| Andrea O'Donnell | 48 | President of Fashion Lifestyle |
Table 4 after “The following table sets forth our NEOs, the current positions they hold and the dates they were appointed to those positions:”
Download CSV| NAMED EXECUTIVE OFFICER | CURRENT POSITION AND DATE APPOINTED |
| David Powers | • Chief Executive Officer and Director - June 2016• President - March 2015 |
| Thomas A. George | • Chief Financial Officer - September 2009 |
| David E. Lafitte | • Chief Operating Officer - February 2015 |
| Stefano Caroti | • President of Omni-Channel - November 2015 |
| Andrea O'Donnell | • President of Fashion Lifestyle - April 2016 |
| Angel R. Martinez | • Non-Executive Chairman of our Board - May 2016• Retired as Chief Executive Officer - May 2016 |
Table 5 after “The following table sets forth the principal changes made to our executive compensation program during fiscal year 2017:”
Download CSV| NEW PRACTICE FOR 2017 | HISTORICAL PRACTICE | UNDERLYING PHILOSOPHY/ ADDITIONAL CONSIDERATIONS |
| • Change from performance-based restricted stock units, or RSUs, to performance stock options for long-term incentive plan, or LTIP, awards. | • Historically, the Committee issued our LTIP awards in the form of performance-based RSUs. | • Better aligns the interests of our executives with those of our stockholders given challenging industry dynamics and highly variable peer group performance; awards granted with an exercise price equal to fair market value on the grant date and only have value to the extent Company performance condition is met and the value of our common stock increases. • The correlation in value realization is not as direct with “full value” awards such as RSUs that can vest based on the achievement of Company performance conditions that do not necessarily lead to a higher stock price or result in favorable performance relative to peer group companies. |
| • Change mix of performance-based and time-based equity awards. | • For fiscal year 2016, substantially all equity awards vested based on achievement of Company performance conditions. | • Based on review of peer group and broader market data, issued equity awards that vest as to 80% of the awards based on the achievement of Company performance conditions to ensure alignment with our pay-for-performance philosophy, and vest as to 20% of the awards based on the achievement of time-based vesting targets to attract and retain executives. • 100% of the equity awards granted during fiscal year 2017 were subject to a minimum three-year vesting period in order to promote retention of our executives. |
| • Change in performance conditions for LTIP awards. | • For fiscal year 2016, the performance conditions for the LTIP awards was consolidated EBITDA and Revenue. | • Selecting the appropriate performance conditions for performance-based awards is critical for motivating our executives, aligning their interests with those of our stockholders and advancing our pay-for-performance philosophy. • For fiscal year 2017, we relied on “Pre-Tax Income” for fiscal year 2019 as the performance condition for the LTIP awards given our continued focus on profitability, margin improvement, inventory control, cost savings, and restructuring. |
| • Eliminate overlap in performance conditions. | • For fiscal year 2016, Revenue was used as a performance metric for our annual cash incentives and LTIP awards. | • Performance goals should involve multiple performance conditions to ensure our compensation programs are encouraging healthy and sustained growth across our business, while eliminating excessive overlap between the goals. • This approach further reduces the risk associated with our compensation programs as it de-emphasizes the impact of any one performance metric. |
Table 6 after “The following table sets forth information about the continued evolution of our compensation program for fiscal year 2018:”
Download CSV| EVOLVING PRACTICE | HISTORICAL CONTEXT | UNDERLYING PHILOSOPHY/ ADDITIONAL CONSIDERATIONS |
| • Move toward a median pay philosophy. | • During past several years, we have benchmarked executive compensation to the 60th to 75th percentile compared to peer group. | • We considered a number of factors, including feedback from our stockholders, as well as from certain proxy advisory groups, indicating that our historical practice of benchmarking above the median was viewed as an unfavorable component of our executive compensation program. • We have actively begun to reformulate our compensation program commencing with fiscal year 2018, such that we expect to benchmark our executives’ target total direct compensation at the median compared to peer group companies. |
| • Continued focus on executive retention. | • Retention of executives can be difficult especially where executives have achieved actual pay that is lower than target pay over multiple years. | • While we seek to develop our executive compensation program so that it closely aligns with our pay-for-performance philosophy, we recognize that this objective must complement other important objectives including the retention of executives, particularly in times of management transition and challenging industry and business dynamics. • For fiscal year 2018, we again granted a portion of equity awards that vest solely based on the achievement of time-based targets, which promote executive retention because they vest over a long-term service period and are not correlated with Company performance conditions. However, the majority of awards granted are expected to have performance-based vesting conditions. |
| • Change in equity award vesting provisions. | • Our awards have historically provided for accelerated vesting upon a change of control where the transaction was not approved by our Board. | • Certain proxy advisory groups have viewed our vesting provisions as an unfavorable component of our executive compensation program. • Following a dialogue with representatives of the proxy advisory groups, we elected to remove these provisions from our equity award agreements commencing with the awards granted during fiscal year 2018. |
Table 7 after “Overview of our Fiscal Year 2017 Compensation Structure”
Download CSV| PHILOSOPHY | CONSIDERATIONS | PERFORMANCE CONDITIONS / VESTING PROVISIONS | 2017 PAY-FOR- PERFORMANCE RESULTS |
| BASE SALARYGuaranteed ● Cash | |||
| • Attract and Retain Executives | • Balance the level of guaranteed pay with at-risk pay to properly manage our compensation-related risk. | • No specific vesting conditions associated with payment. | • Past performance is considered in evaluating any increase in base salary. |
| MANAGEMENT INCENTIVE PLAN (2017 Annual Cash Incentive Awards)At-Risk ● Performance-Based (Short-Term Criteria) ● Cash | |||
| • Pay for Performance • Reward Achievement • Align Interests with Stockholders • Attract and Retain Executives | • Use threshold, target and maximum award levels related to Company performance conditions to strike appropriate balance between compensation incentives and risks. | • Target bonus set as percentage of base salary. • Actual bonus payout is based on achievement of fiscal year 2017 consolidated revenue and consolidated operating income (and, for certain executives, business unit revenue and business unit operating income). | • Fiscal year 2017 consolidated revenue and operating income gates were not achieved and therefore no cash incentive payments were made. |
| ANNUAL PERFORMANCE-BASED RESTRICTED STOCK UNITS (2017 Annual PSUs)At-Risk ● Performance-Based (Short-Term Criteria) + Time-Based (Long-Term Vesting) ● 20% of Equity Compensation | |||
| • Pay for Performance • Reward Achievement • Align Interests with Stockholders • Attract and Retain Executives | • Use threshold and target award levels related to Company performance conditions to strike appropriate balance between compensation incentives and risks. | • Vest subject to achievement of a pre-established EPS target for fiscal year 2017, the year in which they were granted. • If performance conditions are met, awards vest based on continued employment in three equal installments over three years. | • Fiscal year 2017 EPS threshold was not achieved, and therefore, the awards were not earned. |
| ANNUAL TIME-BASED RESTRICTED STOCK UNITS (2017 Time-Based RSUs)At-Risk ● Time-Based (Long-Term Vesting) ● 20% of Equity Compensation |
First 8 of 13 rows. The CSV has all of them.
Table 8 after “The following table further highlights the principal reasons realized pay for our executives has been significantly lower than target pay fo”
Download CSV| FISCAL YEAR 2017 | FISCAL YEAR 2016 | FISCAL YEAR 2015 | ||
| • 2017 Annual Cash Incentive Awards did not result in the payment of annual cash bonuses. | • 2016 Annual Cash Incentive Awards did not result in the payment of annual cash bonuses. | • 2015 Annual Cash Incentive Awards were earned at only 78.2% of target. | ||
| • 2017 Annual PSUs were not earned. | • 2016 Annual PSUs were not earned. | • 2015 Annual PSUs were earned at only 88.9% of target. | ||
| • 2016 LTIP RSUs are not expected to be earned. | • 2015 LTIP RSUs are not expected to be earned. |
Table 9 after “The following table provides summary information regarding the key elements of our fiscal year 2017 executive compensation program:”
Download CSV| COMPENSATIONELEMENT | GUARANTEED V.AT-RISK | PERFORMANCE-BASED V.TIME-BASED | CASH/EQUITY/OTHER |
| Base Salary | Guaranteed | Not applicable | Cash |
| 2017 Annual Cash Incentive Awards | At-Risk | Performance-Based (Short-Term Criteria) | Cash |
| 2017 Annual PSUs | At-Risk | Performance-Based (Short-Term Criteria)+Time-Based(Long-Term Vesting) | 20% of Equity Compensation |
| 2017 Time-Based RSUs | At-Risk | Time-Based (Long-Term Vesting) | 20% of Equity Compensation |
| 2017 LTIP NQSOs | At-Risk | Performance-Based (Long-Term Criteria and Vesting) | 60% of Equity Compensation |
| 2017 Discretionary RSUs | At-Risk | Time-Based (Long-Term Vesting) | Other Equity |
| Employee Benefits | Guaranteed | Not applicable | Other |
First 8 of 9 rows. The CSV has all of them.
Table 10 after “The following table summarizes adjustments made to the base salaries paid to our NEOs during fiscal year 2017 compared to fiscal year 2016:”
Download CSV| NAME | BASE SALARY | BASE SALARY CHANGE |
| David Powers | $950,000 | Increased by 35.7% (1) |
| Thomas A. George | $575,000 | Increased by 4.5% |
| David E. Lafitte | $620,000 | Increased by 3.3% |
| Stefano Caroti | $550,000 | Increased by 10% |
| Andrea O'Donnell | $500,000 | No change |
Table 11 after “The following table provides information regarding the 2017 Annual Cash Incentive Awards granted to our NEOs during fiscal year 2017:”
Download CSV| 2017 Annual Cash Incentive AwardsAt-Risk ● Performance-Based (Short-Term Criteria) ● Cash | |||
| Philosophy | Considerations | Performance Conditions/ Vesting Provisions | 2017 Pay for Performance |
| Pay for Performance• Establish appropriate short-term performance conditions that the Committee believes will drive our future growth and profitability. Reward Achievement• Provide meaningful incentives for achieving Company annual financial goals that the Committee believes are important for our long-term success. Align Interests with Stockholders:• Align the interests of executives with those of our stockholders by tying bonus payout to Company performance. Attract and Retain Executives:• A cash bonus opportunity is considered a typical component of a competitive executive pay package for executives among our Peer Group. | • Company performance conditions based on Committee-approved annual metrics derived from our long-range business and strategic plan. • Use threshold, target and maximum award levels to strike appropriate balance between compensation incentives and risks. • The "target" performance condition level is typically in line with the level of Company performance projected for each metric. | • Target bonus set as percentage of base salary. • Actual bonus payout is based on achievement of fiscal year 2017 consolidated revenue and consolidated operating income (and, for certain executives, business unit revenue and business unit operating income) targets. • The Committee assigned relative weighting to each of these four components, which is expressed as a percentage of the targeted cash incentive amount. • For threshold performance, 50% of the cash incentive relevant to that component would be earned. For target performance, 100% of the cash incentive relevant to that component would be earned. For maximum performance, 200% of the cash incentive relevant to that component would be earned. For performance at a level that is between the threshold and target amounts, or between the target and maximum amounts, the payout for that portion is determined based on a sliding payout scale, as established by the Committee. • When determining Company achievement relative to the performance targets, the Committee relied upon our fiscal year 2017 audited financial statements, as may be adjusted by the Committee for certain non-recurring items. • Achievement below threshold levels results in no payout. | • Fiscal year 2017 consolidated revenue and operating income thresholds were not achieved and therefore no cash incentive payments were made. |
Table 12 after “The following table provides the current base salary, target percentage of salary, and resulting target bonus for each NEO for fiscal year 2”
Download CSV| NAME | BASE SALARY | TARGET PERCENTAGE OF SALARY | TARGET BONUS |
| David Powers | $950,000 | 100% | $950,000 |
| Thomas A. George | $575,000 | 75% | $431,250 |
| David E. Lafitte | $620,000 | 75% | $465,000 |
| Stefano Caroti | $550,000 | 75% | $412,500 |
| Andrea O'Donnell | $500,000 | 75% | $375,000 |
Table 13 after “The following table summarizes the performance conditions for the 2017 Annual Cash Incentive Awards, the relative weighting of each performa”
Download CSV| COMPONENT | RELATIVE WEIGHT FOR EACH NEO | THRESHOLD PERFORMANCE (1) | TARGET PERFORMANCE | MAXIMUM PERFORMANCE | PERFORMANCE AND PAYOUT (1) |
| Consolidated Revenue | • 50% for Messrs. Powers, George and Lafitte • 0% for Mr. Caroti and Ms. O’Donnell | • Consolidated revenue of $1,824.0 million | • Consolidated revenue of $1,900.0 million | • Consolidated revenue of $2,052.0 million | • Consolidated revenue was $1,790.4 million, resulting in no payout |
| Consolidated Operating Income | • 50% for Messrs. Powers, George and Lafitte • 25% for Mr. Caroti and Ms. O’Donnell | • Consolidated operating income of $176.8 million | • Consolidated operating income of $196.4 million | • Consolidated operating income of $235.7 million | • Consolidated operating (loss) income was $(1.9) million, resulting in no payout |
| Business Unit Revenue | • 0% for Messrs. Powers, George and Lafitte | ||||
| • 35% for Mr. Caroti | • Omni-Channel revenue of $1,627.2 million | • Omni-Channel revenue of $1,695.0 million | • Omni-Channel revenue of $1,830.6 million | • Omni-Channel revenue was $1,584.2 million, resulting in no payout | |
| • 35% for Ms. O’Donnell | • Fashion Lifestyle revenue of $1,489.7 million | • Fashion Lifestyle revenue of $1,551.8 million | • Fashion Lifestyle revenue of $1,675.9 million | • Fashion Lifestyle revenue was $1,459.2 million, resulting in no payout | |
| Business Unit Operating Income | • 0% for Messrs. Powers, George and Lafitte | ||||
| • 40% for Mr. Caroti | • Omni-Channel operating income of $326.3 million | • Omni-Channel operating income of $362.5 million | • Omni-Channel operating income of $435.1 million | • Omni-Channel operating income was $296.8 million, resulting in no payout |
First 8 of 9 rows. The CSV has all of them.
Table 14 after “The following table provides information regarding the 2017 Annual PSUs granted to our NEOs during fiscal year 2017:”
Download CSV| 2017 Annual PSUsAt-Risk ● Performance-Based (Short-Term Criteria) + Time Based (Long-Term Vesting)20% of Equity Compensation | |||
| Philosophy | Considerations | Performance Conditions/ Vesting Provisions | 2017 Pay for Performance |
| Pay for Performance:• Vesting of awards dependent on achievement of profitability, which the Committee believes is important to our long-term success. Reward Achievement:• Provide incentives for achieving short-term Company financial goals. Align Interests with Stockholders: • Align the interests of executives with those of our stockholders by focusing performance conditions on profitability. Attract and Retain Executives:• Additional time-based vesting once performance conditions are achieved to further encourage retention of our executives. | • Structured as RSUs that may be settled for our common stock. • Company performance condition is based on a Committee-approved metric derived from our long-range business and strategic plan. • EPS is an important indicator of profitability which aligns executives’ interests with those of our stockholders. • Use threshold and target award levels to strike appropriate balance between compensation incentives and risks. • The "target" performance condition level is typically in line with the level of Company performance projected for the metric. | • Vest subject to achievement of EPS target for fiscal year 2017, the year in which they were granted. • If performance conditions are met above the threshold level for the EPS target, the number of 2017 Annual PSUs that will vest will increase based on straight-line interpolation up to a maximum of 100% of the underlying shares. • If performance conditions are met, awards vest based on continued employment in three equal installments over three years. • When determining Company achievement relative to the performance target, the Committee relied upon our fiscal year 2017 audited financial statements, as may be adjusted by the Committee for certain non-recurring items. • Achievement below threshold level results in no vesting. | • The EPS threshold level for fiscal year 2017 was $3.96; the target level was $4.40. • Fiscal year 2017 EPS was $0.18. • Since the fiscal year 2017 EPS threshold level was not achieved, the awards were not earned. |
Table 15 after “The following table provides information regarding the 2017 Time-Based RSUs granted to our NEOs during fiscal year 2017:”
Download CSV| 2017 Time-Based RSUsAt-Risk ● Time-Based (Long-Term Vesting)20% of Equity Compensation | |||
| Philosophy | Considerations | Performance Criteria/ Vesting Provisions | 2017 Grants |
| Attract and Retain Executives:• Promote retention of our executives because awards vest over long-term service period. Align Interests with Stockholders:• Align the interests of executives with those of stockholders by issuing equity awards the value of which is correlated to our stock price. | • Balance the level of performance-based pay with time-based pay to properly manage our compensation-related risk. • Primarily used for retention of our executives. • Customary among our Peer Group. | • Awards vest based on continued employment in three equal installments over three years commencing August 15, 2017. | • Messrs. Powers, George, Lafitte and Caroti were granted 2017 Time-Based RSUs in an amount equal to 20% of their total equity compensation for fiscal year 2017. |
Table 16 after “The following table provides information regarding the 2017 LTIP NQSOs granted to our NEOs during fiscal year 2017:”
Download CSV| 2017 LTIP NQSOsAt-Risk ● Performance-Based (Long-Term Criteria and Vesting)60% of Equity Compensation | |||
| Philosophy | Considerations | Performance Conditions/ Vesting Provisions | 2017 Pay for Performance |
| Align Interests with Stockholders:• Align the interests of executives with those of our stockholders by issuing equity awards that increase in value as our stock price increases. Pay-for-Performance: • Vesting of awards dependent on achievement of income, which the Committee believes is important to our long-term success. Reward Achievement: • Provide incentives for achieving long-term Company financial goals. Attract and Retain Executives:• Promote retention of our executives because options vest based on a performance target to be achieved in the future. | • Company performance condition is based on a Committee-approved metric derived from our long-range business and strategic plan. • Pre-Tax Income supports our focus on income as a key business driver and is an important indicator of growth and profitability, which aligns executives’ interests with the execution of our long-range plan. • Pre-Tax Income was selected as the performance metric given our continued focus on margin improvement, inventory control, cost savings, and restructuring. • Granted with an exercise price equal to fair market value on the grant date, and only have value to the extent the price of our common stock goes up over time, and only if the performance threshold is met. | • Vest subject to the achievement of a pre-established Pre-Tax Income target for fiscal year 2019. • Awards will vest as to 100% of the underlying shares if we achieve the Pre-Tax Income target. If the Pre-Tax Income target is not achieved, no vesting will occur and the awards will expire immediately. • The executive must provide continued service through March 31, 2019. • When determining Company achievement relative to the performance target, the Committee will rely upon our fiscal year 2019 audited financial statements, as may be adjusted by the Committee for certain non-recurring items. | • As of the date of this Amendment, we consider the 2017 LTIP NQSOs to be probable of vesting. |
Table 17 after “The following table provides a summary of the Stock Ownership Guidelines applicable to our NEOs and directors:”
Download CSV| POSITION | STOCK OWNERSHIP GUIDELINES | COMPLIANCE PERIOD |
| Chief Executive Officer | 6x Annual Base Salary | Within 5 years of being appointed as an NEO |
| Other NEOs | 3x Annual Base Salary | Within 5 years of being appointed as an NEO |
| Directors | 5x Annual Board Retainer Fee | Within 5 years of initial election to our Board |
Table 18 after “".”
Download CSV| Name and Principal Position | Year | Salary($) | Bonus($) | StockAwards($)(1) | OptionAwards($)(1) | Non-Equity IncentivePlanComp.($)(2) | All OtherComp.($)(3) | Total($) | ||||||||
| David PowersChief Executive Officer | 2017 | 901,923 | — | 1,200,043 | 1,788,698 | — | 10,325 | 3,900,989 | ||||||||
| 2016 | 700,000 | — | 2,500,025 | — | — | 9,480 | 3,209,505 | |||||||||
| 2015 | 600,000 | — | 1,150,051 | — | 439,813 | 9,368 | 2,199,232 | |||||||||
| Thomas A. GeorgeChief Financial Officer | 2017 | 567,308 | — | 339,953 | 506,801 | — | 22,592 | 1,436,654 | ||||||||
| 2016 | 550,000 | — | 849,983 | — | — | 9,480 | 1,409,463 | |||||||||
| 2015 | 510,000 | — | 800,035 | — | 373,841 | 9,368 | 1,693,244 | |||||||||
| David LafitteChief Operating Officer | 2017 | 613,846 | — | 360,024 | 536,617 | — | 20,371 | 1,530,858 |
First 8 of 16 rows. The CSV has all of them.
Table 19 after “.”
Download CSV| Estimated Payouts UnderNon-Equity Incentive Plan Awards(1) | Estimated Payouts UnderEquity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares (#)(3) | All Other Option Awards: Number of Shares Underlying Options(#)(4) | Exercise Price of Option Awards ($) | Grant DateFair Valueof Awards($)(5) | ||||||||||||||||
| Name | Grant Date | Threshold($) | Target($) | Max.($) | Threshold(#) | Target(#) | Max.(#) | ||||||||||||||
| David Powers | 475,000 | 950,000 | 1,900,000 | — | — | — | — | — | — | — | |||||||||||
| 6/29/16 | — | — | — | — | — | — | 10,523 | — | — | 600,021 | |||||||||||
| 6/29/16 | — | — | — | 5,262 | 10,523 | 10,523 | — | — | — | 600,021 | |||||||||||
| 11/21/16 | — | — | — | — | — | — | — | 68,089 | 61.86 | 1,788,698 | |||||||||||
| Thomas A. George | 215,625 | 431,250 | 862,500 | — | — | — | — | — | — | — | |||||||||||
| 6/29/16 | — | — | — | — | — | — | 2,981 | — | — | 169,977 |
First 8 of 25 rows. The CSV has all of them.
Table 20 after “.”
Download CSV| Stock Options (1) | Stock Awards | |||||||||
| Name | Number ofsecuritiesunderlyingunexercisedoptions exercisable(#) | Number ofsecuritiesunderlyingunexercisedunearnedoptions(#) | Optionexerciseprice($) | Optionexpirationdate | Number ofshares thathave notvested(#) | Marketvalue ofshares thathave notvested($)(2) | Number ofunearnedshares thathave notvested(3)(#) | Marketvalue ofunearnedshares thathave notvested($)(2) | ||
| David Powers | — | 68,089 | 61.86 | 3/31/2026 | 12,107 | (4) | 723,151 | 59,940 | 1,790,108 | |
| Thomas A. George | — | 19,292 | 61.86 | 3/31/2026 | 4,083 | (5) | 243,878 | 20,380 | 608,649 | |
| David E. Lafitte | — | 20,427 | 61.86 | 3/31/2026 | 7,507 | (6) | 448,393 | 17,982 | 537,032 | |
| Stefano Caroti | — | 18,725 | 61.86 | 3/31/2026 | 5,913 | (7) | 353,183 | 17,982 | 537,032 | |
| Andrea O'Donnell | — | 14,185 | 61.86 | 3/31/2026 | 6,284 | (8) | 375,343 | 7,072 | 211,205 | |
| Angel R. Martinez | 240,000 (9) | — | 26.73 | 5/9/2022 | 5,511 | (10) | 329,172 | 107,892 | 3,222,195 |
Table 21 after “The following table provides information for our NEOs regarding option exercises and stock award vesting during fiscal year 2017, including ”
Download CSV| Option Awards | Stock Awards | ||||
| Number ofSharesAcquired onExercise(#) | Value Realized onExercise($)(1) | Number ofSharesAcquired onVesting(#)(2) | Value Realizedon Vesting($)(3) | ||
| David Powers | — | — | 4,918 | 288,286 | |
| Thomas A. George | — | — | 6,603 | 385,377 | |
| David E. Lafitte | — | — | 4,351 | 241,655 | |
| Stefano Caroti | — | — | 1,509 | 91,642 | |
| Andrea O'Donnell | — | — | — | — | |
| Angel R. Martinez | 90,771 (4) | 5,744,355 | 14,843 | 871,266 |
Table 22 after “. Participants may defer up to 50% of their annual base salary and up to 85% of any cash incentive bonus under the NQDC Plan. We have the op”
Download CSV| Name | David Powers | Thomas A. George | David Lafitte | Stefano Caroti | Andrea O'Donnell | Angel R. Martinez | Total |
| Executive contributions during fiscal year 2017 ($) (1) | — | 68,077 | 94,154 | 194,872 | — | — | 357,103 |
| Registrant contributions during fiscal year 2017 ($) (2) | — | 8,925 | 10,350 | 7,800 | — | — | 27,075 |
| Aggregate (losses) earnings during fiscal year 2017 ($) | 13,456 | 28,976 | 15,729 | 29,981 | — | 245,431 | 333,573 |
| Aggregate withdrawals/distributions during fiscal year 2017 ($) | — | — | — | — | — | (2,942,577) | (2,942,577) |
| Aggregate balance at end of fiscal year 2017 ($) | 83,321 | 316,213 | 149,472 | 274,801 | — | 644,789 | 1,468,596 |
Table 23 after “For purposes of the table, the value of the stock and option awards has been determined based on the closing price of our common stock on Ma”
Download CSV| Upon Termination | |||||||||
| Name | Type of Compensationor Benefit | Due to Death orTotal Disability ($) | By our CompanyWithout Causeor by Executivefor Good Reason ($) | In Connection with a Changeof Control($) | |||||
| David Powers | Cash payments | — | 950,000 | 2,636,250 | |||||
| Value of health benefits | — | 21,571 | 32,356 | ||||||
| Value of stock awards (1) | — | — | 2,513,259 | ||||||
| Value of option awards (2) | — | — | — | — | |||||
| Total | — | 971,571 | 5,181,865 | ||||||
| Thomas A. George | Cash payments | — | 575,000 | 1,509,375 |
First 8 of 27 rows. The CSV has all of them.
Table 24 after “The following table sets forth all compensation awarded to our Nonemployee Directors during fiscal year 2017. The amounts included in the ta”
Download CSV| Name | FeesEarned($) | StockAwards($)(1) | Total($) |
| Angel R. Martinez (2) | 187,500 | 97,354 | 284,854 |
| John M. Gibbons | 165,000 | 123,923 | 288,923 |
| Karyn O. Barsa | 95,000 | 123,923 | 218,923 |
| Nelson C. Chan | 80,000 | 123,923 | 203,923 |
| Michael F. Devine, III | 135,000 | 123,923 | 258,923 |
| John G. Perenchio | 95,000 | 123,923 | 218,923 |
| James E. Quinn | 100,000 | 123,923 | 223,923 |
First 8 of 10 rows. The CSV has all of them.
Table 25 after “The following table sets forth, as of May 31, 2017, certain information concerning the shares of our common stock beneficially owned by (i) ”
Download CSV| Name and Address of Beneficial Owner(1) | Amount andNature of BeneficialOwnership(2)(3) | Percentof Common Stock(3) |
| Named Executive Officers | ||
| David Powers | 7,035 | * |
| Thomas A. George | 19,996 | * |
| David E. Lafitte | 5,534 | * |
| Stefano Caroti | 942 | * |
| Andrea O'Donnell | 2,094 | * |
| Angel R. Martinez (4) | 350,787 | 1.1% |
First 8 of 24 rows. The CSV has all of them.
Table 26 after “The following table sets forth information regarding shares of our common stock that were eligible for issuance under our equity compensatio”
Download CSV| Plan category | Number of securitiesto be issuedupon exercise ofoutstanding options,warrants and rights(1) | Weighted-averageexercise price ofoutstanding options,warrants and rights(2) | Number of securitiesremaining availablefor future issuance(3) |
| Equity compensation plans approved by security holders | 933,161 | $42.33 | 1,170,146 |
| Equity compensation plans not approved by security holders | — | — | — |
| Total | 933,161 | $42.33 | 1,170,146 |
Table 27 after “The following table sets forth approximate fees for services rendered by KPMG LLP (KPMG), our independent registered public accounting firm,”
Download CSV| FEES | 2017 | 2016 |
| Audit Fees ($) | 2,738,000 | 2,438,000 |
| Audit-Related Fees ($) | — | — |
| Tax Fees ($) | 11,000 | 10,000 |
| All Other Fees ($) | — | — |
| Total Fees ($) | 2,749,000 | 2,448,000 |
Table 28 after “Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Amendment has been signed below by the following perso”
Download CSV| /s/ DAVID POWERS | Chief Executive Officer, President and Director (Principal Executive Officer) | July 28, 2017 |
| David Powers | ||
| /s/ THOMAS A. GEORGE | Chief Financial Officer(Principal Financial and Accounting Officer) | July 28, 2017 |
| Thomas A. George | ||
| /s/ ANGEL R. MARTINEZ | Chairman of our Board | July 28, 2017 |
| Angel R. Martinez | ||
| /s/ MICHAEL F. DEVINE, III | Director | July 28, 2017 |
| Michael F. Devine, III |
First 8 of 22 rows. The CSV has all of them.
Table 29 after “EXHIBIT INDEX”
Download CSV| ExhibitNumber | Description of Exhibit |
| *31.3 | Certification of the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended, dated July 28, 2017 |
| *31.4 | Certification of the Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended, dated July 28, 2017 |