[ ]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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[X]Definitive
Proxy Statement
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[ ]Definitive
Additional Materials
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[ ]Soliciting
Material Pursuant to §240.14a-12
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[X]
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No
fee required.
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[ ]
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction
applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was
determined):
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(4)
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Proposed
maximum aggregate value of
transaction:
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(5)
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Total
fee paid:
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[ ]
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Fee
paid previously with preliminary
materials.
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[ ]
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Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its
filing.
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(1)
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Amount
previously paid:
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(2)
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Form,
schedule or registration statement
no.:
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(3)
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Filing
party:
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(4)
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Date
filed:
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•
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Your
shares will be voted in accordance with your
instructions.
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•
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For
any items for which you do not provide instructions, your shares will be
voted “FOR” the item, as recommended by the
Board.
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•
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delivering
to the Corporate Secretary written notice that you are revoking your
proxy;
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•
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submitting
a properly-executed proxy bearing a later
date; or
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•
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attending
the Annual Meeting and voting in person. If you are not the owner of
record, but rather hold your shares through a broker or bank, you should
take appropriate steps to obtain a legal proxy from the owner of record if
you wish to attend and vote at the Annual
Meeting.
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Name
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Employment
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Years
as a
Director
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Committee Membership
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||||
Michael
R.
Klein
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Chairman,
CoStar Group, Inc.; Chairman, The Sunlight Foundation; Chairman,
Shakespeare Theatre Company
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22 |
Compensation;
Nominating & Corporate Governance
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||||
Andrew
C. Florance*
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CEO &
President, CoStar Group, Inc.
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22 |
None
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||||
David
Bonderman
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Founding
Partner, TPG Capital, L.P.
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14 |
Compensation
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||||
Michael
J. Glosserman
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Managing
Member, The JBG Companies
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1 |
Audit
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||||
Warren
H.
Haber
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Chairman
of the Board & CEO, Founders Equity Inc.
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14 |
Audit;
Compensation
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||||
Josiah
O.
Low, III
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Senior
Advisor, Catterton Partners L.P.
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10 |
Audit;
Nominating & Corporate Governance
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||||
Christopher
J. Nassetta
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CEO &
President, Hilton Hotels Corporation
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7 |
Compensation;
Nominating & Corporate
Governance
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Year Ended December 31,
2007
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Year Ended December 31,
2008
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|||||||
Audit
Fees
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$ | 793,583 | $ | 806,593 | ||||
Audit
Related
Fees
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$ | 0 | $ | 0 | ||||
Tax
Fees
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$ | 42,800 | $ | 20,000 | ||||
All
Other
Fees
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$ | 0 | $ | 0 | ||||
Total
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$ | 836,383 | $ | 826,593 |
Audit Committee
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Compensation Committee
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Nominating & Corporate Governance
Committee
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Warren
H. Haber (Chairman)
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Christopher
J. Nassetta (Chairman)
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Josiah
O. Low, III (Chairman)
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Michael
J. Glosserman
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David
Bonderman
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Michael
R. Klein
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||
Josiah
O. Low, III
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Warren
H. Haber
Michael
R. Klein
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Christopher
J. Nassetta
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·
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overseeing
the Company’s compensation structure, policies and programs for executive
officers and assessing whether the compensation structure establishes
appropriate incentives for the executive
officers;
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·
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reviewing
and approving corporate goals and objectives relevant to the compensation
of the Chief Executive Officer and other executive officers of the
Company, evaluating those executive officers’ performance in light of
their goals and setting their compensation levels based on the
Compensation Committee’s evaluation and the recommendations of the
CEO;
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·
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approving
stock options and other stock incentive awards for executive
officers;
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·
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reviewing
and approving the design of benefit plans pertaining to executive
officers;
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·
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reviewing
and recommending employment agreements for executive
officers;
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·
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approving,
amending or modifying the terms of any compensation or benefit plan that
does not require stockholder approval;
and
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·
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reviewing
the compensation of directors for service on the Board and its committees
and recommending changes in compensation to the
Board.
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(1)
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as
to each person whom the stockholder proposes to nominate for election, all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Exchange
Act, and such person’s written consent to be named as a nominee to serve
as a director;
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(2)
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as
to the stockholder giving the notice and the beneficial owner, if any, on
whose behalf the nomination is made, (a) the name and address of such
stockholder, as they appear on the Company’s books, and of such beneficial
owner, (b) the class and number of shares of stock of the Company
which are owned of record by such stockholder and such beneficial owner as
of the date of the notice, and the stockholder’s agreement to notify the
Company in writing within five business days after the record date of the
class and number of shares owned of record by such stockholder and
beneficial owner as of the record date, and (c) a representation that the
stockholder intends to appear in person or by proxy at the meeting to
propose the nomination; and
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(3)
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as
to the stockholder giving the notice or, if the notice is given on behalf
of a beneficial owner on whose behalf the nomination is made, as to the
beneficial owner, (a) the class and number of shares of stock of the
Company which are beneficially owned by such stockholder or beneficial
owner as of the date of the notice, and the stockholder’s agreement to
notify the Company in writing within five business days after the record
date of the class and number of shares beneficially owned by such
stockholder or beneficial owner as of the record date, (b) a description
of any agreement or understanding with respect to the nomination between
such stockholder or beneficial owner and any other person and the
stockholder’s agreement to notify the Company in writing within five
business days after the record date of any such agreement in effect as of
the record date, (c) a description of any agreement or understanding that
has been entered into as of the date of the notice by, or on behalf of,
such stockholder or beneficial owner, the effect or intent of which is to
manage risk or benefit from changes in the share price of the Company’s
stock, or increase or decrease the voting power of the stockholder or
beneficial owner with respect to the Company’s stock, and the
stockholder’s agreement to notify the Company in writing within five
business days after the record date of any such agreement in effect as of
the record date, and (d) a representation whether the stockholder or
beneficial owner, if any, will engage in a solicitation with respect to
the nomination and, if so, the name of each participant in such
solicitation and whether such person intends to deliver a proxy statement
and/or form of proxy to holders of the Company’s
stock.
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Name
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Fees
Earned or
Paid
in Cash(1)
($)
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Stock
Awards(2)
($)
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Option
Awards(2)
($)
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Total
($)
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||||||||||||
Michael
R. Klein, Chairman
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$ | 120,000 | $ | 59,730 | $ | 7,120 | $ | 186,849 | ||||||||
David
Bonderman
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$ | 26,000 | $ | 59,730 | $ | 7,120 | $ | 92,849 | ||||||||
Michael
J. Glosserman
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$ | 20,111 | $ | 7,028 | $ | 0 | $ | 27,139 | ||||||||
Warren
H. Haber
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$ | 28,000 | $ | 84,608 | $ | 9,968 | $ | 122,575 | ||||||||
Josiah
O. Low, III
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$ | 28,000 | $ | 84,608 | $ | 8,544 | $ | 121,151 | ||||||||
Christopher
J. Nassetta
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$ | 28,000 | $ | 72,173 | $ | 7,120 | $ | 107,293 | ||||||||
Catherine
B. Reynolds(3)
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$ | 12,000 | $ | (6,264 | )(4) | $ | (15,391 | )(4) | $ | (9,656 | )(4) |
(1)
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This
column shows the amount of cash compensation earned in 2008 for Board and
Committee service.
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(2)
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This
column shows the compensation cost recognized in the Company’s
2008 financial statements for reporting purposes with respect
to restricted stock granted in 2008 and prior years or stock options
granted in prior fiscal years, as applicable, in accordance with Financial
Accounting Standards Board Statement of Financial Accounting Standards No.
123 (revised 2004), as modified or supplemented (“SFAS 123(R)”), except no
assumptions for forfeitures were included. Additional
information related the assumptions used in calculating these values may
be found in Note 15 to the audited financial statements in the Company’s
Annual Report on Form 10-K for the period ended December 31,
2008.
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Name
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Number
of Shares of Restricted Stock
Granted 9/4/08
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Grant
Date Fair Value of Stock Awards Granted
9/4/08
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Aggregate
Shares of Restricted Stock Held
as of 12/31/08
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Aggregate
Stock Options Held
as of 12/31/08
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||||||||||||
Michael
R. Klein, Chairman
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1,308 | $ | 72,032 | 3,635 | 19,000 | |||||||||||
David
Bonderman
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1,308 | $ | 72,032 | 3,635 | 20,000 | |||||||||||
Michael
J. Glosserman
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1,580 | $ | 87,011 | 1,580 | 0 | |||||||||||
Warren
H. Haber
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1,853 | $ | 102,045 | 5,149 | 28,000 | |||||||||||
Josiah
O. Low, III
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1,853 | $ | 102,045 | 5,149 | 22,000 | |||||||||||
Christopher
J. Nassetta
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1,580 | $ | 87,011 | 4,392 | 15,000 | |||||||||||
Catherine
B. Reynolds
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0 | $ | 0 | 0 | 0 |
(3)
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Ms.
Reynolds did not seek reelection to the Board at our 2008 annual
meeting. Therefore, her service as a director of the Company
ended effective June 10, 2008.
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(4)
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The
Company expenses the compensation cost associated with restricted stock
and option awards over the applicable vesting
period. Forfeiture of an award due to termination of service as
a director results in a reversal of the expense for the portion of the
award that did not vest. The negative number reported with
respect to the awards granted to Ms. Reynolds represents the reversal of
the amount previously expensed with respect to the portion of the award
forfeited.
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Name
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Age(1)
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Years of Service(2)
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Position
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||||||
Andrew
C. Florance*
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45 | 22 |
Chief
Executive Officer, President and Director
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||||||
Brian
J. Radecki*
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38 | 12 |
Chief
Financial Officer and Treasurer
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John
Stanfill*
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41 | 14 |
Sr.
Vice President of Sales and Customer Service
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||||||
Jennifer
L. Kitchen*
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36 | 15 |
Sr.
Vice President of Research
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||||||
Paul
Marples*
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47 | 8 | (3) |
Managing
Director, CoStar UK Limited
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Jonathan
Coleman
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44 | 9 |
General
Counsel and Secretary
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||||||
Frank
Simuro
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42 | 10 |
Chief
Information Officer
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||||||
Daniel
Kimball
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34 | 3 |
Vice
President of Marketing
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||||||
Craig
Farrington
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51 | 26 | (3) |
Vice
President of Research
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|||||
Dean
Violagis
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42 | 20 |
Vice
President of Research
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(1)
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Age
determined as of June 1, 2009.
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(2)
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Years
of service include the current year of
service.
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(3)
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Includes
years of service with acquired
companies.
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|
•
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our
Chief Executive Officer and President, our Chief Financial Officer, the
three most highly compensated executive officers of the Company (other
than the CEO and CFO) who were serving as executive officers on
December 31, 2008, consisting of our three other executive officers
(whom we refer to collectively in this proxy statement as the “named
executive officers”);
|
|
•
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each
of our current directors and a former director who served in that capacity
during 2008;
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•
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each
person we know to be the beneficial owner of more than 5% of our
outstanding common stock (based solely upon Schedule 13D and
Schedule 13G filings with the Securities and Exchange Commission,
which can be reviewed for further information on each such beneficial
owner’s holdings); and
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|
•
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all
of our named executive officers and our current directors as a
group.
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Name and Address(1)
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Shares
Beneficially Owned(1)
|
Percentage
of
Outstanding Shares(1)
|
||||||
Michael
R. Klein(2)
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926,055 | 4.69 | % | |||||
Andrew
C. Florance(3)
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460,108 | 2.30 | % | |||||
Brian
J. Radecki(4)
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40,335 | * | ||||||
John
Stanfill(5)
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57,448 | * | ||||||
Jennifer
L. Kitchen(6)
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27,508 | * | ||||||
Paul
Marples(7)
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25,403 | * | ||||||
David
Bonderman(8)
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287,047 | 1.45 | % | |||||
Michael
J. Glosserman(9)
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1,580 | * | ||||||
Warren
H. Haber(10)
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119,887 | * | ||||||
Josiah
O. Low, III(11)
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37,577 | * | ||||||
Christopher
J. Nassetta(12)
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22,316 | * | ||||||
Catherine
B. Reynolds(13)
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0 | — | ||||||
Barclays
Global Investors and related entities(14)
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1,133,847 | 5.75 | % | |||||
Baron
Capital Group, Inc and related entities and persons(15)
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1,925,600 | 9.76 | % | |||||
FMR
LLC and Edward C. Johnson 3d(16)
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1,465,566 | 7.43 | % | |||||
Janus
Capital Management LLC(17)
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1,567,152 | 7.94 | % | |||||
Morgan
Stanley and related entity(18)
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2,189,497 | 11.10 | % | |||||
TimesSquare
Capital Management, LLC(19)
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1,410,589 | 7.15 | % | |||||
Waddell
& Reed Financial, Inc. and related entities(20)
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1,145,692 | 5.81 | % | |||||
All
directors and named executive officers as a group (11
persons)(21)
|
2,005,264 | 9.97 | % |
(1)
|
Unless
otherwise noted, each listed person’s address is c/o CoStar Group,
Inc., 2 Bethesda Metro Center, Tenth Floor, Bethesda, Maryland 20814.
Beneficial ownership, as determined in accordance with Rule 13d-3
under the Exchange Act, includes sole or shared power to vote or direct
the voting of, or to dispose or direct the disposition of shares, as well
as the right to acquire beneficial ownership within 60 days of
April 1, 2009, through the exercise of an option or otherwise. Except
as indicated in the footnotes to the table, we believe that the persons
named in the table have sole voting and investment power with respect to
the indicated shares of common stock. The use of * indicates ownership of
less than 1%. As of April 1, 2009, the Company had
19,725,101 shares of common stock
outstanding.
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(2)
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Includes
19,000 shares issuable upon options exercisable within 60 days
of April 1, 2009, as well as 3,635 shares of restricted stock
that are subject to vesting
restrictions.
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(3)
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Includes
238,225 shares issuable upon options exercisable within 60 days
of April 1, 2009, as well as 89,797 shares of restricted stock that
are subject to vesting
restrictions.
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(4)
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Includes
15,041 shares issuable upon options exercisable within 60 days
of April 1, 2009, as well as 21,357 shares of restricted stock
that are subject to vesting
restrictions.
|
(5)
|
Includes
6,750 shares issuable upon options exercisable within 60 days of
April 1, 2009, as well as 47,745 shares of restricted stock that
are subject to vesting
restrictions.
|
(6)
|
Includes
16,299 shares issuable upon options exercisable within 60 days of
April 1, 2009, as well as 9,815 shares of restricted stock that
are subject to vesting
restrictions.
|
(7)
|
Includes
1,766 shares issuable upon options exercisable within 60 days of
April 1, 2009, as well as 9,600 shares of restricted stock that
are subject to vesting
restrictions.
|
(8)
|
Includes
20,000 shares issuable upon options exercisable within 60 days
of April 1, 2009, as well as 3,635 shares of restricted stock
that are subject to vesting
restrictions.
|
(9)
|
Includes
1,580 shares of restricted stock that are subject to vesting
restrictions.
|
(10)
|
Includes
6,000 shares held by Mr. Haber’s spouse and excludes
20,000 shares held by Mr. Haber’s adult son for which
Mr. Haber disclaims beneficial ownership. Also includes
28,000 shares issuable upon options exercisable within 60 days
of April 1, 2009, as well as 5,149 shares of restricted stock
that are subject to vesting
restrictions.
|
(11)
|
Includes
1,000 shares held by Mr. Low’s spouse for which Mr. Low
disclaims beneficial ownership. Also includes 22,000 shares issuable
upon options exercisable within 60 days of April 1, 2009, as
well as 5,149 shares of restricted stock that are subject to vesting
restrictions.
|
(12)
|
Includes
15,000 shares issuable upon options exercisable within 60 days
of April 1, 2009, as well as 4,392 shares of restricted stock
that are subject to vesting
restrictions.
|
(13)
|
Ms.
Reynolds did not seek reelection to the Board at our 2008 annual
meeting. Therefore, her service as a director of the Company
ended effective June 10, 2008.
|
(14)
|
Based
on a Schedule 13G filed by Barclays Global Investors, NA, Barclays Global
Fund Advisors, Barclays Global Investors, Ltd., Barclays Global Investors
Japan Limited, Barclays Global Investors Canada Limited, Barclays Global
Investors Australia Limited, and Barclays Global Investors (Deutschland)
AG on February 5, 2009. Barclays Global Investors, NA had sole
voting power with respect to 609,548 shares, shared voting and shared
dispositive power with respect to no shares, and sole dispositive power
with respect to 691,062 shares. Barclays Global Fund Advisors
had sole voting and sole dispositive power with respect to 442,785 shares,
and shared voting and shared dispositive power with respect to no
shares. None of Barclays Global Investors, Ltd., Barclays
Global Investors Japan Limited, Barclays Global Investors Canada Limited,
Barclays Global Investors Australia Limited, and Barclays Global Investors
(Deutschland) AG had any voting or dispositive power. The
address of Barclays Global Investors, NA and Barclays Global Fund Advisors
is 400 Howard Street, San Francisco, CA
94105.
|
(15)
|
Based
on a Schedule 13G/A filed by Baron Capital Group, Inc. (“BCG”),
BAMCO, Inc. (“BAMCO”), Baron Capital Management, Inc. (“BCM”) and Ronald
Baron on February 12, 2009. BCG and Ronald Baron both had sole voting
and sole dispositive power with respect to no shares, shared voting power
with respect to 1,715,100 shares, and shared dispositive power with
respect to 1,925,600 shares. BAMCO had sole voting and sole
dispositive power with respect to no shares, shared voting power with
respect to 1,613,000 shares, and shared dispositive power with
respect to 1,819,000 shares. BCM had sole voting and sole dispositive
power with respect to no shares, shared voting power with respect to
102,100 shares, and shared dispositive power with respect to
106,600 shares. BCG and Ronald Baron disclaim beneficial ownership of
shares held by their controlled entities (or the investment advisory
clients thereof) to the extent such shares are held by persons other than
BCG and Ronald Baron. BAMCO and BCM disclaim beneficial ownership of
shares held by their investment advisory clients to the extent such shares
are held by persons other than BAMCO, BCM and their affiliates. The
address of the reporting person is 767 Fifth Avenue, New York, NY
10153.
|
(16)
|
Based
on a Schedule 13G/A filed by FMR LLC on February 17, 2009. The
reporting person had sole voting power with respect to 2,064 shares,
shared voting power with respect to no shares, sole dispositive power with
respect to 1,465,566 shares, and shared dispositive power with
respect to no shares. Fidelity Management & Research Company
(“Fidelity”), a wholly owned subsidiary of FMR LLC, is the beneficial
owner of 1,463,502 shares as a result of acting as investment adviser
to various investment companies registered under Section 8 of the
Investment Company Act of 1940. The ownership of one investment company,
Fidelity Mid Cap Stock Fund, amounted to 996,400 shares or 5.05% of
the common stock outstanding. Edward C. Johnson 3d and FMR LLC, through
its control of Fidelity, and the funds each has sole power to dispose of
the 1,463,502 shares owned by the Funds. Members of the family of
Edward C. Johnson 3d, Chairman of FMR LLC, are the predominant owners,
directly or through trusts, of Series B voting common shares of FMR
LLC, representing 49% of the voting power of FMR LLC. The Johnson family
group and all other Series B shareholders have entered into a
shareholders’ voting agreement under which all Series B voting common
shares will be voted in accordance with the majority vote of Series B
voting common shares. Accordingly, through their ownership of voting
common shares and the execution of the shareholders’ voting agreement,
members of the Johnson family may be deemed, under the Investment Company
Act of 1940, to form a controlling group with respect to FMR LLC. Neither
FMR LLC nor Edward C. Johnson 3d, Chairman of FMR LLC, has the sole power
to vote or direct the voting of the shares owned directly by the Fidelity
Funds, which power resides with the Funds’ Boards of Trustees. Fidelity
carries out the voting of the shares under written guidelines established
by the Funds’ Boards of Trustees. The address of the reporting person is
82 Devonshire Street, Boston, MA
02109.
|
(17)
|
Based
on a Schedule 13G/A filed by Janus Capital Management LLC (“Janus
Capital”) on February 17, 2009. The reporting person had sole voting
and sole dispositive power with respect to 1,567,152 shares, and
shared voting and shared dispositive power with respect to no shares. The
address of the reporting person is 151 Detroit Street, Denver, CO
80206. Janus Capital has a direct 89.9% ownership stake in
INTECH Investment Management (“INTECH”) and a direct 78.4% ownership stake
in Perkins Investment Management LLC (“Perkins”). Due to this
ownership structure, holdings for Janus Capital, Perkins and INTECH are
aggregated in their Schedule 13G/A.
|
(18)
|
Based
on a Schedule 13G/A filed by Morgan Stanley and Morgan Stanley
Investment Management Inc. on February 17, 2009. Morgan Stanley had
sole voting power with respect to 2,005,267 shares, shared voting and
shared dispositive power with respect to no shares, and sole dispositive
power with respect to 2,189,497 shares. Morgan Stanley
Investment Management Inc. had sole voting power with respect to 1,521,266
shares, shared voting and shared dispositive power with respect to no
shares, and sole dispositive power with respect to 1,620,816
shares. The securities being reported on by Morgan Stanley as a
parent holding company are owned, or may be deemed to be beneficially
owned, by Morgan Stanley Investment Management Inc., an investment adviser
in accordance with Rule 13d-1(b)(1)(ii)(E), as amended. Morgan
Stanley Investment Management Inc. is a wholly owned subsidiary of Morgan
Stanley. The address of the reporting person is 1585 Broadway,
New York, NY 10036, and the address of Morgan Stanley Investment
Management Inc. is 522 Fifth Avenue, New York,
NY 10036.
|
(19)
|
Based
on a Schedule 13G/A filed by TimesSquare Capital Management, LLC on
February 9, 2009. The reporting person had sole voting power with respect
to 1,278,189 shares, shared voting and shared dispositive power with
respect to no shares, and sole dispositive power with respect to
1,410,589 shares. The address of the reporting person is 1177 Avenue
of the Americas — 39th Floor, New York,
NY 10036.
|
(20)
|
Based
on a Schedule 13G/A filed by Ivy Investment Management Company
(“IICO”), Waddell & Reed Investment Management Company (“WRIMCO”),
Waddell & Reed, Inc. (“WRI”), Waddell & Reed Financial Services,
Inc. (“WRFSI”), and Waddell & Reed Financial, Inc. (“WDR”) on February
4, 2009. IICO had sole voting and sole dispositive power with
respect to 111,669 shares, and shared voting and shared dispositive
power with respect to no shares. WRIMCO, WRI and WRFSI had sole
voting and sole dispositive power with respect to 1,034,023 shares, and
shared voting and shared dispositive power with respect to no
shares. WDR had sole voting and sole dispositive power with
respect to 1,145,692 shares, and shared voting and shared dispositive
power with respect to no shares. The securities reported on in
the Schedule 13G/A are beneficially owned by one or more open-end
investment companies or other managed accounts which are advised or
sub-advised by IICO, an investment advisory subsidiary of WDR or WRIMCO,
an investment advisory subsidiary of WRI. WRI is a
broker-dealer and underwriting subsidiary of WRFSI, a parent holding
company. In turn WRFSI is a subsidiary of WDR, a publicly
traded company. The investment advisory contracts grant IICO
and WRIMCO all investment and/or voting power over securities owned by
such advisory clients. The investment sub-advisory contracts
grant IICO and WRIMCO investment power over securities owned by such
sub-advisory clients and, in most cases, voting power. Any
investment restriction of a sub-advisory contract does not restrict
investment discretion or power in a material manner. Therefore,
IICO and/or WRIMCO may be deemed the beneficial owner of the securities
covered by the Schedule 13G/A. The address of the reporting
person is 6300 Lamar Avenue, Overland Park, KS
66202.
|
(21)
|
Includes
382,081 shares issuable upon options exercisable within 60 days
of April 1, 2009, as well as 201,854 shares of restricted stock
that are subject to vesting restrictions. Beneficial ownership
of shares by Ms. Reynolds, a former director who served in that capacity
until the Company’s 2008 annual meeting, is set forth individually in the
beneficial ownership table above, but is not included in the aggregate
number of shares held by directors and named executive
officers.
|
Plan Category
|
Number
of securities to be
issued
upon exercise of
outstanding
options,
warrants, and rights
|
Weighted-average
exercise
price
of outstanding options,
warrants, and rights
|
Number of
securities
remaining
available for future
issuance under
equity
compensation plans
(excluding
securities reflected
in the first column)
|
|||||||||
Equity
compensation plans approved by security holders (1)
|
815,586 | $ | 33.98 | 879,267 |
(1)
|
The
Company’s 1998 Plan and the Company’s 2007 Plan, provide for various types
of awards, including options and restricted stock grants. In
April 2007, the Company’s Board of Directors adopted the 2007 Plan,
subject to stockholder approval, which was obtained on June 7,
2007. All shares of common stock that were authorized for
issuance under the 1998 Plan that, as of June 7, 2007, remained available
for issuance under the 1998 Plan (excluding shares subject to outstanding
awards) were rolled into the 2007 Plan and, as of that date, no shares of
common stock remained available for issuance pursuant to new awards under
the 1998 Plan. The 1998 Plan continues to govern unexercised
and unexpired awards issued under the 1998 Plan prior to June 7,
2007.
|
·
|
link
executive compensation with the achievement of overall corporate
goals,
|
·
|
encourage
and reward superior performance,
and
|
·
|
assist
the Company in attracting, motivating and retaining talented
executives.
|
· Advent
Software, Inc.
|
· The
Medicines Company
|
· Advisory
Board Company
|
· Myogen
Inc.
|
· ANSYS
Inc.
|
· Onyx
Pharmaceuticals Inc.
|
· Atwood
Oceanics Inc.
|
· Quality
Systems Inc.
|
· Brookline
Bancorp Inc.
|
· Shuffle
Master Inc.
|
· Commercial
Net Lease Realty
|
· Sycamore
Networks Inc.
|
· Cyberonics
Inc.
|
· TALX
Corp.
|
· Entertainment
Properties Trust
|
· Theravance
Inc.
|
· Idenix
Pharmaceuticals Inc.
|
· TrustCo
Bank Corp NY
|
· Immucor
Inc.
|
· CSG
Systems International Inc.
|
· IXIA
|
· Infocrossing
Inc.
|
· LCA-Vision
Inc
|
· LoopNet
Inc.
|
· Matria
Healthcare Inc
|
· Move
Inc.
|
· Advent
Software, Inc.
|
· Liquidity
Services Inc.
|
· Advisory
Board Company
|
· LoopNet
Inc.
|
· Arbitron
Inc.
|
· Morningstar
Inc.
|
· Allscripts-Misys
Healthcare Solutions Inc.
|
· Move
Inc.
|
· Bankrate
Inc.
|
· MSCI
Inc.
|
· comScore
Inc.
|
· NeuStar
Inc.
|
· Corporate
Executive Board Company
|
· Omniture
Inc.
|
· DealerTrack
Holdings Inc.
|
· Riskmetrics
Group Inc.
|
· Digital
River Inc.
|
· Salary.com
Inc.
|
· ExlService
Holdings Inc.
|
· Solera
Holdings Inc.
|
· FactSet
Research Systems Inc.
|
· TradeStation
Group Inc.
|
· Forrester
Research Inc.
|
· Travelzoo
Inc.
|
· Global
Traffic Network Inc.
· Harris
Interactive Inc.
· Lionbridge
Technologies Inc.
|
· Ultimate
Software Group Inc.
· WebMD
Health Corp.
· Wright
Express Corp.
|
Name
|
Title
|
Annual Base
Salary
|
||||
Andrew
Florance
|
President &
CEO
|
$ | 456,560 | |||
Brian
Radecki
|
CFO &
Treasurer
|
$ | 249,600 | |||
John
Stanfill
|
Sr.
Vice President, Sales & Customer Service
|
$ | 250,000 | (1) | ||
Jennifer
Kitchen
|
Sr.
Vice President, Research
|
$ | 197,600 | |||
Paul
Marples
|
Managing
Director, CoStar UK Limited
|
$ | 273,728 | (2) |
(1)
|
Mr.
Stanfill’s base salary was effective June 16, 2008, upon his appointment
as Senior Vice President of Sales and Customer
Service.
|
(2)
|
All
dollar amounts listed for Mr. Marples have been converted from British
pounds using a conversion rate of 1.86,
which is the average exchange
rate for period from January 1, 2008 to December 31,
2008.
|
Name
|
Title
|
Minimum
|
Target
|
Maximum
|
||||||||||
Andrew
C.
Florance
|
President &
CEO
|
0 | % | 75 | % | 150 | % | |||||||
Brian
J.
Radecki
|
CFO &
Treasurer
|
0 | % | 40 | % | 80 | % | |||||||
John
Stanfill(1)
|
Sr.
Vice President, Sales & Customer Service
|
0 | % | 25 | % | 50 | % | |||||||
Jennifer
L.
Kitchen
|
Sr.
Vice President, Research
|
0 | % | 55 | % | 110 | % | |||||||
Paul
Marples
|
Managing
Director, CoStar UK Limited
|
0 | % | 40 | % | 80 | % |
(1)
|
During
2008, Mr. Stanfill served as Senior Vice President of Marketing through
June 16, 2008, at which point he was appointed Senior Vice President of
Sales & Customer Service, which is an executive officer
position. Mr. Stanfill’s cash incentive award targets and
weighting differ depending on the position held during the
year. While in the position of Senior Vice President of
Marketing, his minimum was 0%, target was 40% and maximum was
80%. Mr. Stanfill’s payout for 2008 was based on the targets in
place and goals achieved throughout the year and prorated for the time
spent in each role. Mr. Stanfill’s target percentage is
currently lower relative to other named executive officers because he is
eligible to receive commission payments based on achievement of
performance objectives described
below.
|
Name
|
Title
|
Target
as a
%
of Salary
|
Percentage
of Target Achieved
|
Actual
Award
as a
%
of Salary
|
Actual
Cash
Award ($)
|
Individual
Goals as a %
of TargetAward
|
Revenue
Target as a % of Target Award
|
EBITDA
Target as a % of Target Award
|
||||||||||||||||||||||
Andrew
C. Florance
|
President &
CEO
|
75 | % | 145.9 | % | 109.4 | % | $ | 499,493 | 0 | % | 30 | % | 70 | % | |||||||||||||||
Brian
J. Radecki
|
CFO &
Treasurer
|
40 | % | 153.3 | % | 61.3 | % | $ | 153,059 | 20 | % | 20 | % | 60 | % | |||||||||||||||
John
Stanfill(1)
|
Sr.
Vice President, Sales & Customer Service
|
25 | % | 90.0 | % | 22.5 | % | $ | 30,469 | 100 | % | 0 | % | 0 | % | |||||||||||||||
Sr.
Vice President, Marketing
|
40 | % | 96.0 | % | 38.4 | % | $ | 39,582 | 35 | % | 40 | % | 25 | % | ||||||||||||||||
Jennifer
L. Kitchen
|
Sr.
Vice President, Research
|
55 | % | 121.8 | % | 67.0 | % | $ | 132,331 | 30 | % | 20 | % | 50 | % | |||||||||||||||
Paul
Marples(2)
|
Managing
Director, CoStar UK Limited
|
40 | % | 22.0 | % | 8.8 | % | $ | 23,770 | 20 | % | 30 | % | 50 | % |
(1)
|
During
2008, Mr. Stanfill served as Senior Vice President of Marketing through
June 16, 2008, at which point he was appointed Senior Vice President of
Sales & Customer Service, which is an executive officer
position. Mr. Stanfill’s cash incentive award targets and
weighting differ depending on the position held during the
year. The amounts paid were prorated for the amount of time Mr.
Stanfill served in each such position. As Senior Vice President
of Sales & Customer Service, Mr. Stanfill’s cash incentive award is
based solely on his individual goals because he is entitled to commission
payments based on a percentage of the Company’s monthly net new
subscription contract amounts.
|
(2)
|
Mr.
Marples financial goals for 2008 are based on CoStar UK Limited, a wholly
owned subsidiary of the Company, achieving (a) annual revenue targets
included in the Company’s 2008 Operating Plan approved by the Company’s
Board at the beginning of 2008; and (b) EBITDA targets included in that
2008 Operating Plan. All dollar amounts listed for Mr. Marples
have been converted from British pounds using a conversion rate of 1.86,
which is the average exchange
rate for period from January 1, 2008 to December 31,
2008.
|
Name
|
Title
|
Percentage
of Individual Performance Goals Achieved
|
||||
Andrew
C. Florance(1)
|
President &
CEO
|
— | ||||
Brian
J. Radecki
|
CFO &
Treasurer
|
150 | % | |||
John
Stanfill(2)
|
Sr.
Vice President, Sales & Customer Service
|
90 | % | |||
Jennifer
L. Kitchen
|
Sr.
Vice President, Research
|
60 | % | |||
Paul
Marples
|
Managing
Director, CoStar UK Limited
|
110 | % |
(1)
|
Mr.
Florance’s 2008 cash incentive award was based solely on corporate revenue
and EBITDA targets.
|
(2)
|
During
2008, Mr. Stanfill served as Senior Vice President of Marketing through
June 16, 2008, at which point he was appointed Senior Vice President of
Sales & Customer Service, which is an executive officer
position. Mr. Stanfill’s individual performance goals differed
depending on the position held during the year. Mr. Stanfill
achieved 90% of his individual performance goals while in the position of
Senior Vice President, Sales and Customer Service and 100% of his
individual performance goals while in the position of Senior Vice
President, Marketing.
|
Name
|
Title
|
Individual
Goals
as
a % of
Target Award
|
Revenue
Target
as
a % of
Target Award
|
EBITDA
Target
as
a % of
Target Award
|
||||||||||
Andrew
C.Florance
|
President &
CEO
|
0 | %(1) | 50 | % | 50 | % | |||||||
Brian
J. Radecki
|
CFO &
Treasurer
|
30 | % | 35 | % | 35 | % | |||||||
John
Stanfill
|
Sr.
Vice President, Sales & Customer Service
|
100 | %(2) | 0 | % | 0 | % | |||||||
Jennifer
L. Kitchen
|
Sr.
Vice President, Research
|
50 | % | 25 | % | 25 | % | |||||||
Paul
Marples
|
Managing
Director, CoStar UK Limited
|
30 | % | 35 | %(3) | 35 | %(3) |
(1)
|
Based
on peer data from the 2008 Towers Perrin study which indicates that more
commonly the chief executive officer’s annual incentive is tied solely to
corporate results and the Compensation Committee’s determination that it
is in the best interests of the Company to have our Chief Executive
Officer’s annual incentive award tied completely to the financial
performance of the Company, Mr. Florance, does not have individual
performance goals for 2009.
|
(2)
|
Mr.
Stanfill’s cash incentive award is based solely on his individual goals
because he is entitled to commission payments based on a percentage of the
Company’s monthly net new subscription contract
amounts.
|
(3)
|
Mr.
Marples financial goals for 2009 are based on CoStar UK Limited, a wholly
owned subsidiary of the Company, achieving (1) annual revenue targets
included in the Company’s 2009 operating plan approved by the Company’s
Board at the beginning of 2009; and (2) EBITDA targets included in
that 2009 operating plan.
|
Name
|
Title
|
Annual
Stock Target Award
Values
|
Annual
Option Target Award
Values
|
|||||||
Andrew
C. Florance
|
President &
CEO
|
$ | 750,000 | $ | 750,000 | |||||
Brian
J. Radecki
|
CFO &
Treasurer
|
$ | 200,000 | $ | 200,000 | |||||
John
Stanfill(1)
|
Sr.
Vice President, Sales & Customer Service
|
— | — | |||||||
Jennifer
L. Kitchen
|
Sr.
Vice President, Research
|
$ | 100,000 | $ | 100,000 | |||||
Paul
Marples
|
Managing
Director, CoStar UK Limited
|
$ | 100,000 | $ | 100,000 |
(1)
|
Mr.
Stanfill was not a named executive officer in 2007 and was not eligible to
receive an annual restricted stock award based upon 2007 performance or an
annual stock option award pursuant to the executive compensation
program. Upon his appointment as Senior Vice President of Sales
& Customer Service, Mr. Stanfill’s annual award target values were
established as $100,000 for restricted stock and $100,000 for stock
options.
|
Name
|
Title
|
Award
Earned
Value ($)
|
Actual
Award
of Shares (#)(1)
|
|||||||
Andrew
C. Florance
|
President &
CEO
|
$ | 942,590 | 17,800 | ||||||
Brian
J. Radecki
|
CFO &
Treasurer
|
$ | 251,357 | 4,800 | ||||||
John
Stanfill(2)
|
Sr.
Vice President, Sales & Customer Service
|
— | — | |||||||
Jennifer
L. Kitchen
|
Sr.
Vice President, Research
|
$ | 125,679 | 2,400 | ||||||
Paul
Marples
|
Managing
Director, CoStar UK Limited
|
$ | 125,679 | 2,400 |
(1)
|
The
number of shares granted is determined by dividing the earned award value
by the fourth quarter average daily price ($53.11), rounded up to the
nearest 100 shares.
|
(2)
|
Mr.
Stanfill was not a named executive officer in 2007 and was not eligible to
receive a restricted stock award under the Company’s executive equity
incentive plan in early 2008 for performance in 2007. Mr.
Stanfill’s restricted stock and option grants made as a result of his
promotion to Senior Vice President, Sales & Customer Service are set
forth in the “Grants of Plan-Based Awards” table on page 33 of this proxy
statement.
|
Name
|
Title
|
Option Award Values
|
Shares
Underlying Option
Awards(1)
|
|||||||
Andrew
C. Florance
|
President &
CEO
|
$ | 750,000 | 39,300 | ||||||
Brian
J. Radecki
|
CFO &
Treasurer
|
$ | 200,000 | 10,500 | ||||||
John
Stanfill(2)
|
Sr.
Vice President, Sales & Customer Service
|
— | — | |||||||
Jennifer
L. Kitchen
|
Sr.
Vice President, Research
|
$ | 100,000 | 5,300 | ||||||
Paul
Marples
|
Managing
Director, CoStar UK Limited
|
$ | 100,000 | 5,300 |
(1)
|
The
number of shares granted is determined by dividing the option award value
by the Towers Perrin recommended value per option, rounded up to the
nearest 100 shares.
|
(2)
|
Mr.
Stanfill was not eligible to receive an annual stock option award in early
2008 pursuant to the Company’s executive equity incentive
plan. Mr. Stanfill’s stock and option grants made as a result
of his promotion to Senior Vice President, Sales & Customer Service
are set forth in the “Grants of Plan-Based Awards” table on page 33 of
this proxy statement.
|
Name
|
Title
|
Annual
Stock
Target Award Values
|
Annual
Option Target Award
Values
|
|||||||
Andrew
C. Florance
|
President &
CEO
|
$ | 750,000 | $ | 750,000 | |||||
Brian
J. Radecki
|
CFO &
Treasurer
|
$ | 250,000 | $ | 250,000 | |||||
John
Stanfill
|
Sr.
Vice President, Sales & Customer Service
|
$ | 100,000 | $ | 100,000 | |||||
Jennifer
L. Kitchen
|
Sr.
Vice President, Research
|
$ | 112,500 | $ | 112,500 | |||||
Paul
Marples
|
Managing
Director, CoStar UK Limited
|
$ | 100,000 | $ | 100,000 | |||||
Name
|
Title
|
Award
Earned
Value ($)
|
Actual
Award
of Shares (#)(1)
|
|||||||
Andrew
C. Florance
|
President &
CEO
|
$ | 717,535 | 21,400 | ||||||
Brian
J. Radecki
|
CFO &
Treasurer
|
$ | 239,178 | 7,200 | ||||||
John
Stanfill
|
Sr.
Vice President, Sales & Customer Service
|
$ | 95,671 | 2,900 | ||||||
Jennifer
L. Kitchen
|
Sr.
Vice President, Research
|
$ | 107,630 | 3,300 | ||||||
Paul
Marples
|
Managing
Director, CoStar UK Limited
|
$ | 95,671 | 2,900 |
(1)
|
The
number of shares granted is determined by dividing the earned award value
by the fourth quarter average daily price ($33.61), rounded up to the
nearest 100 shares.
|
Name and Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards(1)
($)
|
Option Awards(1)
($)
|
Non-Equity
Incentive
Plan
Compensation(2)
($)
|
All Other
Compensation
($)
|
Total
($)
|
||||||||||||||||||||||
Andrew
C. Florance
|
2008
|
$ | 456,154 | — | $ | 1,205,505 | $ | 907,028 | $ | 499,493 | $ | 29,575 | (3a) | $ | 3,097,755 | |||||||||||||||
Chief
Executive Officer
|
||||||||||||||||||||||||||||||
and
President
|
2007
|
$ | 438,352 | — | $ | 961,636 | $ | 920,332 | $ | 404,584 | $ | 16,612 | $ | 2,741,516 | ||||||||||||||||
2006
|
$ | 399,185 | — | $ | 298,758 | $ | 419,120 | $ | 363,813 | $ | 27,999 | $ | 1,508,875 | |||||||||||||||||
Brian
J. Radecki (4)
|
2008
|
$ | 249,377 | — | $ | 211,224 | $ | 224,856 | $ | 153,059 | $ | 15,297 | (3b) | $ | 853,813 | |||||||||||||||
Chief
Financial Officer
|
||||||||||||||||||||||||||||||
and
Treasurer
|
2007
|
$ | 206,215 | — | $ | 109,171 | $ | 116,540 | $ | 120,845 | $ | 12,373 | $ | 565,144 | ||||||||||||||||
John
Stanfill (5)
|
2008
|
$ | 236,443 | — | $ | 294,211 | $ | 103,291 | $ | 70,051 | $ | 12,613 | (3b) | $ | 716,608 | |||||||||||||||
Sr.
Vice President
|
||||||||||||||||||||||||||||||
Sales &
Customer Service
|
||||||||||||||||||||||||||||||
Jennifer
L. Kitchen
|
2008
|
$ | 197,424 | — | $ | 103,405 | $ | 134,550 | $ | 132,331 | $ | 12,641 | (3b) | $ | 580,351 | |||||||||||||||
Sr.
Vice President
|
||||||||||||||||||||||||||||||
Research
|
2007
|
$ | 190,000 | — | $ | 74,425 | $ | 143,683 | $ | 128,410 | $ | 13,556 | $ | 550,074 | ||||||||||||||||
2006
|
$ | 125,480 | — | $ | 17,335 | $ | 88,133 | $ | 36,167 | $ | 8,837 | $ | 275,952 | |||||||||||||||||
Paul
Marples(6)
|
2008
|
$ | 268,383 | $ | 40,517 | (7) | $ | 146,392 | $ | 71,341 | $ | 23,770 | $ | 20,314 | (3c) | $ | 570,717 | |||||||||||||
Managing
Director,
|
||||||||||||||||||||||||||||||
CoStar
UK Limited
|
2007
|
$ | 246,485 | — | $ | 102,191 | — | $ | 140,562 | $ | 21,508 | (3d) | $ | 510,746 | ||||||||||||||||
(1)
|
This
column shows the compensation cost recognized for financial statement
reporting purposes with respect to each reported year for restricted stock
or stock options, as applicable, granted in the respective year and prior
years, in accordance with SFAS 123(R), except no assumptions for
forfeitures were included. Additional information regarding the size of
the awards is set forth in the notes to the “Grants of Plan Based Awards”
and “Outstanding Equity Awards” tables. Assumptions used in
calculating the expense for awards granted in 2006 are described in Note
12 to the audited financial statements in the Company’s Annual Report on
Form 10-K for the period ended December 31,
2006. Assumptions used in calculating the expense for awards
granted in 2007 are described in Note 13 to the audited financial
statements in the Company’s Annual Report on Form 10-K for
the period ended December 31, 2007. Assumptions used in
calculating the expense for awards granted in 2008 are described in Note
15 to the audited financial statements in the Company’s Annual Report
on Form 10-K for the period ended December 31,
2008.
|
(2)
|
This
amount represents the annual cash incentive paid under the Company’s
annual incentive bonus plan based on the executive’s achievement of
pre-determined individual and Company financial goals. These
bonuses are awarded and paid in the following year after actual financial
results are determined for the year for which performance was
measured. For additional information regarding the annual cash
incentives paid for 2008 performance, see “Compensation Discussion and
Analysis” at pages 20-23 of this proxy
statement.
|
(3a)
|
Pursuant
to the CoStar Realty Information, Inc. 401(k) Plan (a defined contribution
plan available generally to employees of the Company) (the “401(k) Plan”),
for the 2008 plan year, Mr. Florance deferred a portion of his annual
compensation and CoStar contributed a matching contribution in the amount
of $15,500. The Company paid $1,112 in annual premiums to
maintain a $1 million life insurance policy for the benefit of Mr.
Florance. Mr. Florance also received an aggregate of $12,963 of
perquisites in 2008, including family accompaniment while on business
travel valued at $10,623 and a parking subsidy valued at
$2,340. Perquisites are valued based on the cost to the
Company.
|
(3b)
|
Pursuant
to the 401(k) Plan, for the respective plan year, the named executive
officer deferred a portion of his or her annual compensation and the
Company contributed a matching contribution in the amount deferred by each
executive officer. The amount shown is the Company’s matching
contribution.
|
(3c)
|
Pursuant
to a defined contribution scheme available generally to employees of the
Company’s wholly owned subsidiary, CoStar UK Limited, Mr. Marples defers a
portion of his annual compensation and CoStar UK Limited makes a
corresponding contribution in an amount specifically tied to the amount
deferred by Mr. Marples, based on the Company’s contribution rules for
defined contribution schemes and Mr. Marples employment
agreement. The employer contribution is capped at six percent
of the executive’s gross pay. CoStar UK Limited’s corresponding
contribution for 2008 was $16,207, based on the conversion rate from
British pounds of 1.86, which is the average exchange rate for the period
from January 1, 2008 to December 31, 2008. Executives are
entitled to make contributions either to the CoStar UK Limited pension
scheme or their personal pension scheme. Mr. Marples has
elected to have his contributions made to his personal pension
scheme. In addition, the Company paid $4,107 based on the
conversation rate of 1.86, in health insurance premiums for the benefit of
Mr. Marples.
|
(3d)
|
CoStar
UK Limited’s corresponding contribution to Mr. Marples defined
contribution scheme for 2008 was $16,867 based on the conversion rate from
British pounds of 2.01, which is the average exchange rate for the period
from February 16, 2007 to December 31, 2007. For a more
detailed description of this benefit, please see footnote (4e) immediately
above. In addition, the Company paid $4,641, based on the
conversation rate of 2.01, in health insurance premiums for the benefit of
Mr. Marples, which amount was inadvertently omitted from the Company’s
2008 proxy statement.
|
(4)
|
Mr.
Radecki was appointed Chief Financial Officer of the Company in June
2007.
|
(5)
|
Mr.
Stanfill was appointed an executive officer of the Company in June
2008.
|
(6)
|
Mr.
Marples was appointed an executive officer of the Company in September
2007. All dollar amounts listed for Mr. Marples for 2008 have
been converted from British pounds using a conversion rate of 1.86, which
is the average exchange rate for the period from January 1, 2008 to
December 31, 2008, and all dollar amounts listed for Mr. Marples for 2007
have been converted from British pounds using a conversion rate of 2.01,
which is the average exchange
rate for period from February 16, 2007 to December 31,
2007. Mr. Marples joined the Company on February 16, 2007 as a
result of the Company’s acquisition of
Propex.
|
(7)
|
Mr.
Marples was awarded a discretionary bonus based on CoStar UK Limited’s
achievement of positive EBITDA for the fourth quarter
2008.
|
Estimated
Possible
|
All
Other
|
All
Other
|
||||||||||||||||||||||||||||
Payouts
|
Stock
Awards:
|
Option
Awards:
|
||||||||||||||||||||||||||||
Under
Non-Equity
|
Number
of
|
Number
of
|
Exercise
or
|
Grant
Date
|
||||||||||||||||||||||||||
Incentive
Plan
|
Shares
of
|
Securities
|
Base
Price
|
Fair
Value
|
||||||||||||||||||||||||||
Awards(1)
|
Stock
or
|
Underlying
|
of
Option
|
of
Stock and
|
||||||||||||||||||||||||||
Threshold
|
Target
|
Maximum
|
Units(2)
|
Options(3)
|
Awards(4)
|
Option
|
||||||||||||||||||||||||
Name
|
Grant Date
|
($)
|
($)
|
($)
|
(#)
|
(#)
|
($/Sh)
|
Awards(5)
|
||||||||||||||||||||||
Andrew
C. Florance
|
— | $ | 342,420 | $ | 684,840 | |||||||||||||||||||||||||
2/27/08
|
15,800 | $ | 695,042 | |||||||||||||||||||||||||||
5/28/08
|
2,000 | (2a) | $ | 94,720 | ||||||||||||||||||||||||||
2/27/08
|
39,300 | $ | 43.99 | $ | 1,050,657 | |||||||||||||||||||||||||
Brian
J. Radecki
|
— | $ | 99,840 | $ | 199,680 | |||||||||||||||||||||||||
2/27/08
|
4,200 | $ | 184,758 | |||||||||||||||||||||||||||
5/28/08
|
600 | (2a) | $ | 28,416 | ||||||||||||||||||||||||||
2/27/08
|
10,500 | $ | 43.99 | $ | 280,710 | |||||||||||||||||||||||||
John
Stanfill(6)
|
— | $ | 33,854 | $ | 67,708 | |||||||||||||||||||||||||
— | $ | 41,250 | $ | 82,500 | ||||||||||||||||||||||||||
2/13/08
|
10,000 | (2b) | $ | 381,000 | ||||||||||||||||||||||||||
9/4/08
|
35,000 | (2c) | 15,000 | (2c) | $ | 55.07 | $ | 2,429,470 | ||||||||||||||||||||||
Jennifer
L. Kitchen
|
— | $ | 108,680 | $ | 217,360 | |||||||||||||||||||||||||
2/27/08
|
2,100 | $ | 92,379 | |||||||||||||||||||||||||||
5/28/08
|
300 | (2a) | $ | 14,208 | ||||||||||||||||||||||||||
2/27/08
|
5,300 | $ | 43.99 | $ | 141,693 | |||||||||||||||||||||||||
Paul
Marples
|
— | $ | 109,491 | $ | 218,982 | |||||||||||||||||||||||||
2/27/08
|
2,100 | $ | 92,379 | |||||||||||||||||||||||||||
5/28/08
|
300 | (2a) | $ | 14,208 | ||||||||||||||||||||||||||
2/27/08
|
5,300 | $ | 43.99 | $ | 141,693 |
(1)
|
Except
as specifically noted otherwise, amounts in these columns are possible
amounts payable under the Company’s cash incentive plan for
2008. No amount is shown in the “Threshold” column as there is
no threshold amount under the plan. The actual cash payments
made in 2009 for 2008 performance under the Company’s cash incentive plan
are reported in the Summary Compensation table above. The
Company’s cash incentive plan in effect for 2008 is described more fully
in the section titled “Compensation Discussion and Analysis” at
pages 20-23 of this proxy
statement.
|
(2)
|
The
amounts shown in this column represent restricted stock awards granted to
named executive officers in 2008.
|
(2a)
|
Due
to a recalculation of the shares earned by and payable to the executive
officers under the executive equity incentive plan for performance in
2007, Messrs. Florance, Radecki and Marples and Ms. Kitchen were granted
additional shares of restricted stock on May 28,
2008.
|
(2b)
|
Mr.
Stanfill received a restricted stock grant on February 13, 2008, before
being appointed an executive officer, in connection with his appointment
as Senior Vice President,
Marketing.
|
(2c)
|
Mr.
Stanfill received restricted stock and option grants on September 4, 2008
in connection with his appointment as Senior Vice President, Sales and
Customer Service.
|
(3)
|
Amounts
shown in this column represent stock options granted to named executive
officers on the respective dates.
|
(4)
|
The
exercise price is the closing price of our common stock on the date of
grant, as reported on the Nasdaq Global Select
Market.
|
(5)
|
The
amounts shown in this column represent the grant date fair value of each
equity award computed in accordance with SFAS 123(R). For a
discussion of the assumptions used in calculating the fair value of each
award see Note 15 to the audited financial statements in the Company’s
Annual Report on Form 10-K for the period ended
December 31, 2008.
|
(6)
|
During
2008, Mr. Stanfill served as Senior Vice President of Marketing through
June 16, 2008, at which point he was appointed Senior Vice President of
Sales and Customer Service, which is an executive officer
position. Mr. Stanfill’s cash incentive award targets and
weighting differ depending on the position held during the
year. The first row of estimated possible payouts under
non-equity incentive plan awards represents the potential payouts for his
service as Senior Vice President of Sales and Customer Service prorated
for the six and a half months for which he served in that
position. The second row represents the potential payouts for
his service as Senior Vice President of Marketing prorated for the five
and a half months for which he served in that
position.
|
Option Awards(1)
|
Stock Awards
|
||||||||||||||||||||||
Market
|
|||||||||||||||||||||||
Number
of
|
Number
of
|
Number
of
|
Value of
|
||||||||||||||||||||
Securities
|
Securities
|
Shares
or
|
Shares
or
|
||||||||||||||||||||
Underlying
|
Underlying
|
Units of
|
Units of
|
||||||||||||||||||||
Unexercised
|
Unexercised
|
Option
|
Stock
That
|
Stock
That
|
|||||||||||||||||||
Options
|
Options
|
Exercise
|
Option
|
Have
Not
|
Have
Not
|
||||||||||||||||||
(#)
|
(#)
|
Price
|
Expiration
|
Vested
|
Vested(2)
|
||||||||||||||||||
Name
|
Grant Date(1)
|
Exercisable
|
Unexercisable
|
($)
|
Date
|
(#)
|
($)
|
||||||||||||||||
Andrew
C. Florance
|
6/21/2000
|
12,940 | $ | 24.88 |
6/20/2010
|
||||||||||||||||||
4/17/2001
|
44,463 | $ | 18.06 |
4/16/2011
|
|||||||||||||||||||
6/4/2002
|
45,074 | $ | 20.30 |
6/3/2012
|
|||||||||||||||||||
9/23/2003
|
46,448 | $ | 28.15 |
9/22/2013
|
|||||||||||||||||||
3/1/2004
|
50,000 | $ | 39.00 |
2/28/2014
|
|||||||||||||||||||
12/12/2006
|
26,200 | 13,100 | $ | 51.92 |
12/11/2016
|
||||||||||||||||||
2/27/2008
|
39,300 | $ | 43.99 |
2/26/2018
|
|||||||||||||||||||
77,643 | (3a) | $ |