YOUR VOTE IS IMPORTANT TO CENVEO.
Regardless of whether you plan to attend the meeting in person,
we urge you to vote in favor of each of the proposals as soon as possible.
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PROXY STATEMENT TABLE OF CONTENTS
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PROPOSALS TO BE VOTED ON
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1
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NOMINEES FOR THE BOARD OF DIRECTORS
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3
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GOVERNANCE, BOARD COMMITTEES AND BOARD COMPENSATION
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6
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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11
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EXECUTIVE OFFICERS
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13
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COMPENSATION OF EXECUTIVE OFFICERS
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14
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EQUITY COMPENSATION PLAN INFORMATION
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26
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REPORT OF THE AUDIT COMMITTEE
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30
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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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31
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TRANSACTIONS WITH RELATED PERSONS, PROMOTERS & CERTAIN CONTROL PERSONS
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32
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OTHER INFORMATION
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33
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QUESTIONS AND ANSWERS
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34
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Robert G. Burton, Sr. | Dr. Mark J. Griffin | |
Gerald S. Armstrong | Dr. Susan Herbst | |
Robert G. Burton, Jr.
|
Robert B. Obernier |
6,981,943 shares
|
||
Mr. Burton, 73, has been Cenveo’s Chairman and Chief Executive Officer since September 2005. In January 2003, he formed Burton Capital Management, LLC, a company that invests in manufacturing companies, and has been its Chairman, Chief Executive Officer and sole managing member since its formation. Mr. Burton is Cenveo’s largest individual shareholder, and the Burton family is the largest group of shareholders of Cenveo stock. Mr. Burton also currently owns over five million of Cenveo bonds. From December 2000 through December 2002, Mr. Burton was the Chairman, President and Chief Executive Officer of Moore Corporation Limited, a leading printing company with over $2.0 billion in revenue for fiscal year 2002. From April 1991 through October 1999, he was the Chairman, President and Chief Executive Officer of World Color Press, Inc., a $3.0 billion diversified printing company. From 1981 through 1991, he held a series of senior executive positions at Capital Cities/ABC, including President of ABC Publishing. Mr. Burton was also employed for 10 years as a senior executive of SRA, the publishing division of IBM. Mr. Burton holds both a BS and an MA degree. He also did additional post graduate studies at the University of Alabama. He is the recipient of two honorary doctorate degrees in business from the University of Connecticut and Murray State University (“MSU”) where he was Captain of their football team and drafted by the San Francisco 49ers. He is the recipient of the first distinguished Alumnus and Golden Horseshoe Award from the MSU Alumni Association as well as the school’s Distinguished Achievement Award from the MSU College of Business and Public Affairs. He is a member of the Syracuse Martin J. Whitman School of Management Advisory Council and a past Syracuse University Trustee. Mr. Burton is also the lead donor for the seventh year of Cenveo’s Scholarship Fund for Cenveo’s employees’ children, which is entirely funded by Cenveo’s management and directors. In 2013, Mr. Burton has again donated to the fund, and re-committed to donating a total of $1 million to Cenveo’s Scholarship Fund through these annual donations. He is recognized as one of the printing and manufacturing leaders and is a member of the Printing Hall of Fame. Mr. Burton serves on our Executive Committee (Chair). The Board believes that Mr. Burton’s extensive experience as a CEO in the printing and media industry provides the Board with unique insights regarding Company-wide issues and strong leadership.
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190,837 shares
|
||
Mr. Armstrong, 70, became a director of Cenveo on December 31, 2007. He remains a Managing Director of Arena Capital Partners, LLC (1997 to present), the management company for Arena Capital Investment Fund, L.P., a private investment fund that reached the end of its term on June 30, 2013, and is a director, member of the Audit Committee and Chair of the Board Risk Committee of EverBank Financial Corp., a NYSE-listed and Jacksonville, Florida-based holding company, and EverBank, its federally chartered thrift institution. From 2006 to 2010, Mr. Armstrong was also an Executive Vice President of EarthWater Global, LLC, a water exploration and development company. Prior to co-founding Arena, Mr. Armstrong was a Partner at Stonington Partners, Inc., a private equity partnership formed in 1994 out of Merrill Lynch Capital Partners where Mr. Armstrong had served as a Managing Director since 1988. Prior to Merrill, Mr. Armstrong served as President and Chief Operating Officer of PACE Industries, Inc., a holding company formed at the end of 1983. Mr. Armstrong is a graduate of Dartmouth College with a degree in English, and he earned an MBA in Finance from New York University’s Graduate School of Business (now Stern School of Business). Mr. Armstrong served as an officer in the United States Navy. In past years, Mr. Armstrong has served on the board of directors of First USA, Inc. (now a part of JPMorgan Chase), Ann Taylor Stores Corporation, World Color Press, Inc., and numerous private companies. Mr. Armstrong serves on our Executive Committee, Audit Committee (Vice Chair), Compensation Committee (Chair), and Nominating and Governance Committee (Chair). The Board believes that Mr. Armstrong’s service as a principal in a variety of private companies and his strong financial background provide the Board with valuable expertise in acquisitions and financing.
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663,362 shares
|
||
Mr. Burton, Jr., 38, has been a director of Cenveo since September 18, 2013 and has served as Cenveo’s President since August 10, 2011. From December 2010 to August 2011, Mr. Burton was President of Corporate Operations of Cenveo, with a primary focus on Mergers & Acquisitions (“M&A”), Treasury, Information Technology, Human Resources, Legal and Investor Relations. From September 2005 to December 2010, Mr. Burton was Executive Vice President of Investor Relations, Treasury, Human Resources and Legal at Cenveo. He has been a member of the Executive Committee since joining the Cenveo Board. From 2004 to 2005, Mr. Burton was President of Burton Capital Management, LLC and was the primary investment officer before he joined Cenveo on September 12, 2005. Mr. Burton has over 16 years of business experience as an investor relations, M&A and financial professional. Mr. Burton also served as the Senior Vice President, Investor Relations and Corporate Communications for Moore Wallace Incorporated (and its predecessor, Moore Corporation Limited) from December 2001 to May 2003. Mr. Burton served as Vice President, Investor Relations of Walter Industries in 2000. From 1996 through December 1999, Mr. Burton held various management positions at World Color Press, Inc., including Vice President, Investor Relations. Mr. Burton earned a Bachelor of Arts degree from Vanderbilt University majoring in Economics with a minor in Business Administration. The Board believes that Mr. Burton’s extensive background and experience as a financial professional provides the Board with valuable expertise and insight.
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201,748 shares
|
||
Dr. Griffin, 65, has been a director of Cenveo since September 2005. He is the founder of the Eagle Hill School, an independent private school in Greenwich, Connecticut, and served as its headmaster from September 1975 to June 2009. Since July 2009, he has been an independent educational consultant. Since 1991, Dr. Griffin has served on the board of directors of the National Center for Learning Disabilities, and he has been a member of its Executive Committee since 2003. Dr. Griffin has also been on the board of the Learning Disabilities Association of America since 1993. Dr. Griffin served on the board of directors of World Color Press, Inc. from October 1996 to 1999, where he was a member of the Audit and Compensation Committees. Dr. Griffin serves on our Executive Committee, Audit Committee (Vice Chair), Compensation Committee, and Nominating and Governance Committee. The Board believes that Dr. Griffin’s experience as a director for other printing industry companies provides the Board with valuable insight and his strong educational background enhances the Board’s ability to understand the challenges found in a large and diverse employee base.
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Dr. Herbst, 51, became a director of Cenveo on September 18, 2013. Since 2011, she has been President of the University of Connecticut. From 2007 to 2011, Dr. Herbst was Executive Vice Chancellor and Chief Academic Officer at The University System of Georgia. In 2005 to 2007, she served as Provost and Executive Vice President for Academic Affairs and Officer in Charge at the University of Albany. From 2003 to 2005, she served as Dean for the College of Liberal Arts at Temple University. From 1989 to 2003, Dr. Herbst served in various positions at Northwestern University including Associate Dean for Faculty Affairs; Chair, Department of Political Science; Director, Program in American Studies; Chair, University Program Review Counsel; and Chair, University Commission on Women. Since 2012, she has served on the Board of Directors of the American Council on Education. Dr. Herbst has served on the Pace Academy Board of Trustees; the Advisory Board of NSF Bridge to the Future for GIs; the Governor’s Task Force on Education; Chair of the Publications Board of the APSA/ICA Joint Political Communication Board; and been both Chair and Vice Chair of the Political Communication Division of the International Communication Association. Dr. Herbst is a graduate of the University of Southern California, Annenberg School for Communication, Los Angeles, where she earned her Ph.D. in Communication Theory and Research. She earned her undergraduate degree in Political Science from Duke University. Dr. Herbst serves on our Executive Committee, Audit Committee, Compensation Committee, and Nominating and Governance Committee. The Board believes that Dr. Herbst’s diverse experience, education, training and background provide a unique insight to both the Company and the Board.
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409,995 shares
|
||
Mr. Obernier, 76, has been a director of Cenveo since September 2005. Mr. Obernier founded Horizon Paper Company, Inc., a paper supply company, in 1978, and served as President and CEO. In 1991, he became Chairman and CEO. In January 2012, he relinquished the CEO position, but is still the Chairman. Mr. Obernier recently retired as Chairman of the Norwalk Hospital Foundation. Mr. Obernier finished his latest term as a Trustee of Norwalk Hospital in 2007 where he had served since 1995. In 2000, Mr. Obernier also served on the Audit Committee of the board of the Juvenile Diabetes Research Foundation as a volunteer. In November 2011, he received the Juvenile Diabetes Research Foundation’s “Award of Distinction.” In addition, he has served as President then Chairman, and continues as a member of the Board of Chancellors, for the New York City and Fairfield County Chapters of that Foundation. Mr. Obernier serves on our Executive Committee, Audit Committee (Vice Chair), Compensation Committee, and Nominating and Governance Committee. The Board believes that Mr. Obernier’s broad experience in the paper industry provides the Board with greater insight into a key element of the Company’s business, and his service on other Audit Committees enhances the Company’s Audit Committee.
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• | referrals from our management, existing directors and advisors, | |
• | business and industry experience, | |
• | education, | |
• | diversity, | |
• | leadership abilities, | |
• | professional reputation and affiliation, and | |
• | personal interviews. |
• |
all of our current directors, except for Mr. Burton, Sr. and Mr. Burton, Jr., satisfy the independence requirements of the New York Stock Exchange’s listing standards and the ‘‘standards of independence’’ required by our corporate governance guidelines, and
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• | Mr. Green qualifies as an Audit Committee financial expert under the rules of the SEC. | |
Name |
Fees Earned or
Paid in Cash
(1)
|
Stock Awards
(2)
|
Option Awards
(3)
|
Non-Equity
Incentive Plan
Compensation
|
All Other
Compensation
(4)
|
Total
|
|||||||
Gerald S. Armstrong
|
$141,900 | $65,000 | — | — | — | $206,900 | |||||||
Leonard C. Green
|
$141,900 | $65,000 | — | — | — | $206,900 | |||||||
Mark J. Griffin
|
$116,900 | $65,000 | — | — | — | $181,900 | |||||||
Susan Herbst
|
$ 25,525 | $ 0 | — | — | — | $ 25,525 | |||||||
Robert B. Obernier
|
$116,900 | $65,000 | — | — | — | $181,900 |
(1)
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This column reports the amount of cash compensation earned in 2013 for Board and committee service, including retainer and meeting fees. During 2013, there were four executive committee meetings and one nominating and governance committee meeting that were conducted as part of regularly scheduled Board meetings. The members of those committees were not paid separately for attendance at those committee meetings. Board members may elect to use Board fees to purchase Company stock at full purchase price under the terms of the ESPP. During 2013, Board members used their Board fees and personal funds to purchase stock (both ESPP shares and open market shares) at full purchase price as follows: Mr. Armstrong spent $63,633; Mr. Green spent $91,407, Dr. Griffin spent $11,824; and Mr. Obernier spent $116,900.
|
(2)
|
This column represents the aggregate grant date fair value of RSUs granted in 2013. The grant date fair value of the award of 32,500 RSUs granted to non-employee directors during 2013 was $2.00 (calculated using the grant date fair value for the RSUs, which was the same as the closing price of Cenveo stock on the grant date of $2.00). These awards were granted on May 1, 2013 and vest on May 1, 2014. At December 28, 2013, with the exception of Dr. Herbst, each non-employee director had 32,500 unvested RSUs outstanding.
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(3)
|
No options were granted in 2013. At December 28, 2013, Dr. Griffin and Mr. Obernier each had 10,000 vested options and zero unvested options outstanding, Mr. Green had 5,000 vested options and zero unvested options outstanding, and Mr. Armstrong and Dr. Herbst had no option awards.
|
(4)
|
None of our non-employee directors received any perquisites or compensation in 2013 other than cash fees and equity awards.
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Beneficial Owners |
Amount & Nature of
Shares Beneficially Owned
|
Percentage of Common
Stock Outstanding
|
|
Robert G. Burton, Sr.
|
6,981,943
|
(a)
|
10.5%
|
Robert G. Burton, Jr.
|
663,362
|
(b)
|
*
|
Michael G. Burton
|
583,743
|
(c)
|
*
|
Mark S. Hiltwein
|
452,990
|
(d)
|
*
|
Scott J. Goodwin
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222,595
|
(e)
|
*
|
Ian S. Scheinmann
|
84,397
|
(f)
|
*
|
Gerald S. Armstrong
|
190,837
|
(g)
|
*
|
Leonard C. Green
|
1,142,509
|
(h)
|
1.7%
|
Mark J. Griffin
|
201,748
|
(i)
|
*
|
Susan Herbst
|
0
|
*
|
|
Robert B. Obernier
|
409,995
|
(j)
|
*
|
All directors and executive officers as a group (11 persons)
|
10,934,119
|
16.2%
|
|
Lonestar Partners, L.P.
|
5,300,000
|
(k)
|
8.0%
|
JPMorgan Chase & Co.
|
4,475,767
|
(l)
|
6.7%
|
BlackRock, Inc.
|
4,288,187
|
(m)
|
6.5%
|
Private Management Group, Inc.
|
3,995,028
|
(n)
|
6.0%
|
Prof. Nathu R Puri
|
3,408,000
|
(o)
|
5.1%
|
*
|
Less than 1%.
|
(a)
|
For Mr. Burton, Sr.: includes (i) 3,582,438 shares owned by Mr. Burton; (ii) 2,987,005 shares owned by Burton Capital Management, LLC (‘‘BCM’’) (Mr. Burton is the Chairman, CEO and Managing Member of BCM, which was formed to invest in middle market manufacturing companies that provide an opportunity for increased shareholder value through intense management and operational changes and organic and acquisitive growth); (iii) 150,000 stock options that are currently vested and exercisable; (iv) 112,500 shares underlying unvested restricted stock unit awards that will become exercisable within 60 days of the Record Date; and (v) 150,000 shares underlying unvested performance stock unit awards that may become exercisable within 60 days of the Record Date. Does not include 187,500 shares underlying unvested restricted stock unit awards.
|
(b)
|
For Mr. Burton, Jr.: includes (i) 510,712 shares owned by Mr. Burton, Jr.; (ii) 8,850 shares owned by his children; (iii) 1,300 shares owned by his spouse; (iv) 77,500 stock options that are currently vested and exercisable; (v) 16,250 shares underlying unvested restricted stock unit awards that will become exercisable within 60 days of the Record Date; (vi) 40,000 performance stock unit awards that may become exercisable within 60 days of the Record Date; and (vii) 8,750 stock options that will become exercisable within 60 days of the Record Date. Does not include 16,250 shares underlying unvested restricted stock unit awards or 16,250 shares issuable upon exercise of unvested stock options.
|
(c)
|
For Mr. Michael Burton: includes (i) 392,493 shares owned by Mr. Burton; (ii) 1,000 shares owned by his spouse; (iii) 37,750 owned by his children; (iv) 87,500 stock options that are currently vested and exercisable; (v) 16,250 shares underlying unvested restricted stock unit awards that will become exercisable within 60 days of the Record Date; (vi) 40,000 performance stock unit awards that may become exercisable within 60 days of the Record Date; and (vii) 8,750 stock options that will become exercisable within 60 days of the Record Date. Does not include 33,750 shares underlying unvested restricted stock unit awards or 16,250 shares issuable upon exercise of unvested stock options.
|
(d)
|
For Mr. Hiltwein: includes (i) 310,490 shares owned by Mr. Hiltwein; (ii) 90,000 stock options that are currently vested and exercisable; (iii) 15,000 shares underlying unvested restricted stock unit awards that will become exercisable within 60 days of the Record Date; (iv) 30,000 performance stock unit awards that may become exercisable within 60 days of the Record Date; and (v) 7,500 stock options that will become exercisable within 60 days of the Record Date. Does not include 26,250 shares underlying unvested restricted stock unit awards or 12,500 shares issuable upon exercise of unvested stock options.
|
(e)
|
For Mr. Goodwin: includes (i) 96,595 shares owned by Mr. Goodwin; (ii) 76,000 stock options that are currently vested and exercisable; (iii) 12,500 shares underlying unvested restricted stock unit awards that will become exercisable within 60 days of the Record Date; (iv) 30,000 performance stock unit awards that may become exercisable within 60 days of the Record Date; and (v) 7,500 stock options that will become exercisable within 60 days of the Record Date. Does not include 22,500 shares underlying unvested restricted stock unit awards or 12,500 shares issuable upon exercise of unvested stock options.
|
(f)
|
For Mr. Scheinmann: includes (i) 48,147 shares owned by Mr. Scheinmann; (ii) 11,250 stock options that are currently vested and exercisable; (iii) 2,500 shares underlying unvested restricted stock unit awards that will become exercisable within 60 days of the Record Date; (iv) 20,000 performance stock unit awards that may become exercisable within 60 days of the Record Date; and (v) 2,500 stock options that will become exercisable within 60 days of the Record Date. Does not include 8,750 shares underlying unvested restricted stock unit awards or 11,250 shares issuable upon exercise of unvested stock options.
|
(g)
|
For Mr. Armstrong: includes (i) 143,337 shares owned by Mr. Armstrong; (ii) 32,500 shares underlying unvested restricted stock unit awards that will become exercisable within 60 days of the Record Date; and (iii) 15,000 shares owned by his son. Mr. Armstrong disclaims beneficial ownership of the shares owned by his son.
|
(h)
|
For Mr. Green: includes (i) 938,369 shares owned by Mr. Green; (ii) 5,000 stock options that are currently vested and exercisable; (iii) 32,500 shares underlying unvested restricted stock unit awards that will become exercisable within 60 days of the Record Date; (iv) 27,540 shares owned by his spouse; (v) 52,100 shares owned by Dalled, Inc.; (vi) 18,700 shares owned by Jobel Management Corp.; (vii) 11,200 shares owned by Market Investments, LP; (viii) 19,900 shares owned by Southern States Investment Co., Inc.; (ix) 700 shares owned by Altman Trust-Green Realty Associates; (x) 11,000 shares owned by Canal Corporation; (xi) 15,500 shares owned by Founder, Inc.; (xii) 2,000 shares owned by Habel Leasing Corp.; and (xiii) 8,000 shares owned by the Green Family Limited Partnership. Mr. Green disclaims beneficial ownership of the foregoing shares except to the extent of his pecuniary interest therein. Includes approximately 726,616 shares of the Company stock that Mr. Green has in investment accounts that have margin agreements available to them.
|
(i)
|
For Dr. Griffin: includes (i) 159,248 shares owned by Dr. Griffin; (ii) 10,000 stock options that are currently vested and exercisable; and (iii) 32,500 shares underlying unvested restricted stock unit awards that will become exercisable within 60 days of the Record Date.
|
(j)
|
For Mr. Obernier: includes (i) 367,495 shares owned by Mr. Obernier; (ii) 10,000 stock options that are currently vested and exercisable; and (iii) 32,500 shares underlying unvested restricted stock unit awards that will become exercisable within 60 days of the Record Date.
|
(k)
|
Lonestar Partners, L.P., Cottonwood Capital GP LLC, Lonestar Capital Management LLC, Jerome L. Simon and Yedi Wong (the “Reporting Persons”) have shared voting and dispositive power of 5,300,000 shares. The address of the Reporting Persons is One Maritime Plaza, Suite 1105, San Francisco, California 94111. The foregoing information is based solely on the Schedule 13G/A filed by the Reporting Persons with the SEC on February 14, 2014.
|
(l)
|
JPMorgan Chase & Co. (“JPM”) is the beneficial owner of 4,475,767 shares. The address for JPM is 270 Park Avenue, New York, New York 10017. The foregoing information is based solely on the Schedule 13G filed by JPM with the SEC on January 24, 2014.
|
(m)
|
BlackRock, Inc. (‘‘BlackRock’’) is the beneficial owner of 4,288,187 shares. The address for BlackRock is 40 East 52nd Street, New York, New York 10022. The foregoing information is based solely on the Schedule 13G/A filed by BlackRock with the SEC on January 28, 2014.
|
(n)
|
Private Management Group, Inc. (“PMG”) is the beneficial owner of 3,995,028 shares. The address for PMG is 15635 Alton Parkway, Suite 400, Irvine, California 92618. The foregoing information is based solely on the Schedule 13G/A filed by PMG with the SEC on February 5, 2014.
|
(o)
|
Prof. Nathu R Puri (“Prof. Puri”) is the beneficial owner of 3,408,000 shares. The address for Prof. Puri is 6 Union Road, Nottingham, NG3 1FH, United Kingdom. The foregoing information is based solely on the Schedule 13D filed by Prof. Puri with the SEC on December 30, 2013.
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• | Achieved cash flow from continuing operations of $22.3 million. | |
• | Reduced the Company’s pension underfunding status by $62 million. | |
• | Made significant capital investments in our label and packaging businesses and e-commerce initiatives to position the Company for future growth. | |
• | Completed the sale of our custom envelope business to Ennis for approximately $47 million. This divestiture allows Cenveo to focus on our direct and office product envelope businesses, our integration of National Envelope and our other core operations, including the label and packaging businesses. | |
• | Completed a refinancing of our term loan and revolving credit facility that lowered cash interest expense on our indebtedness by over $8 million on an annual basis and provided further cushion for financial covenant compliance. |
• | compensation levels designed to reward strong performance and withhold rewards when Company and individual objectives are not achieved; | |
• | base salary, typically the smallest component of the compensation package, is set for each executive based on level of responsibility in the organization and individual skills, performance and experience; | |
• | an annual incentive program including Management By Objectives Plan (“MBO Plan”) that require the achievement of specific and pre-set financial goals and individual targets before any incentives are paid; | |
• | a primarily equity-based long-term incentive program of which at least 50% is tied to Company performance; | |
• | stock ownership requirements for executives to further strengthen the alignment of executives and shareholders; | |
• | compensation targets and levels reviewed against a broad range of printing, packaging and media companies similar in revenue size to Cenveo, as well as certain other companies that are our direct competitors, since we are significantly larger than most of our direct competitors and our markets for talent are necessarily broader; | |
• | the Company’s practices and principles of no option repricing or option grants below fair market value, and no tax gross-ups on any benefits or perquisites; and | |
• | minimal perquisites representing a deminimis percentage of the total compensation package. |
• | PAY FOR PERFORMANCE. | |
• | Establish a direct relationship between executive compensation and our financial and operating performance. | |
• | Provide performance-based compensation (including equity awards) that allow executive officers to earn rewards for maximizing shareholder value. | |
• | Align the interests of our executives with those of our shareholders. | |
• | Retain the executives necessary for our long-term success. | |
• | Reward individual initiative and the achievement of specified Company and individual goals. |
• | Incentive compensation will be tied to the financial targets that have been approved by the Board and communicated to shareholders. For 2013, the Compensation Committee also included performance targets tied to the acquisition and successful integration of National Envelope, given the importance of the acquisition to the Company’s future success. | |
• | At least 50% of all current and future equity awards to management, including NEOs, will be performance-based to more closely align compensation with performance. |
• | The Key Employee Retention Plan (“KERP”), which issued awards from 2008-2010, was fully paid out by the end of 2013. No new KERP awards have been made since 2010. |
• | Base salary. | |
• | Annual incentive bonus under the MBO Plan. | |
• | Long-term performance-based and other equity awards. | |
• | Other benefits, including an employee stock purchase plan, 401(k) plan and severance protection. |
• | Negotiated and completed the successful acquisition of certain operating assets of National Envelope. | |
• | Reviewed and integrated approximately 1,600 former National Envelope employees into the Cenveo platform. | |
• | Consolidated the Cenveo and National Envelope finance departments into one cohesive unit. | |
• | Assisted in and coordinated substantial accounts receivable collection efforts with HRV NE, LLC, a division of HILCO, in order to achieve Cenveo’s profit sharing threshold as outlined in the acquisition agreement. | |
• | Assisted in and coordinated the reduction of certain National Envelope inventory that was purchased by Southern Paper, LLC. | |
• | Transitioned National Envelope’s supply chain and vendor base to Cenveo’s platform. |
Name and
Principal Position
|
Year
|
Salary
|
Bonus
(1)
|
Stock
Award(s)
(2)
|
Option
Awards
(3)
|
Non-
Equity
Incentive
Plan
Compen-
sation
(1)
|
Change in
Pension
Value
and Non-
qualified
Deferred
Compen-
sation
Earnings
(4)
|
All Other
Compen-
sation
(5)
|
Total | ||||||
Robert G. Burton, Sr.
|
2013
|
$1,500,000
|
—
|
$600,000
|
—
|
$1,125,000
|
—
|
$1,170,124
|
$4,395,124
|
||||||
Chairman and Chief
|
2012
|
$1,100,000
|
—
|
—
|
—
|
—
|
—
|
$1,940,124
|
$3,040,124 | ||||||
Executive Officer
|
2011
|
$1,100,000
|
—
|
$1,686,000
|
—
|
$2,908,201
|
—
|
$3,937,663
|
$9,631,864 | ||||||
Mark S. Hiltwein
|
2013
|
$600,000
|
—
|
$100,000
|
$10,140
|
$172,500
|
—
|
$153,744
|
$1,036,384 | ||||||
President, Envelope Group
|
2012
|
$595,833
|
—
|
—
|
—
|
—
|
—
|
$244,979
|
$840,812 | ||||||
2011
|
$550,000
|
—
|
$252,900
|
$45,180
|
$368,801
|
—
|
$434,534
|
$1,651,415 | |||||||
Michael G. Burton
|
2013
|
$678,750
|
—
|
$130,000
|
$15,210
|
$211,313
|
—
|
$165,939
|
$1,201,212 | ||||||
President, Print, Label,
|
2012
|
$655,000
|
—
|
—
|
—
|
—
|
—
|
$267,290
|
$922,290 | ||||||
and Packaging
|
2011
|
$600,000
|
—
|
$337,200
|
$45,180
|
$280,000
|
—
|
$540,593
|
$1,802,973 | ||||||
Scott J. Goodwin
|
2013
|
$425,625
|
—
|
$100,000
|
$10,140
|
$106,406
|
—
|
$73,680
|
$715,851 | ||||||
Chief Financial Officer
|
2012
|
$378,510
|
—
|
—
|
—
|
—
|
—
|
$115,285
|
$493,795 | ||||||
2011
|
$293,750
|
—
|
$168,600
|
$45,180
|
$44,444
|
—
|
$152,189
|
$704,163 | |||||||
Ian R. Scheinmann
|
2013
|
$218,333
|
—
|
$60,000
|
$10,140
|
$41,250
|
—
|
$18,528
|
$348,251 | ||||||
Senior Vice President,
|
2012
|
$200,000
|
—
|
—
|
—
|
—
|
—
|
$22,561
|
$222,561 | ||||||
Legal Affairs
|
2011
|
$200,000
|
—
|
$28,100
|
$33,885
|
$55,000
|
—
|
$13,134
|
$330,119 | ||||||
Robert G. Burton, Jr.
|
2013
|
$693,750
|
—
|
$130,000
|
$15,210
|
$215,625
|
—
|
$165,939
|
$1,220,524 | ||||||
President
|
2012
|
$675,000
|
—
|
—
|
—
|
—
|
—
|
$267,290
|
$942,290 | ||||||
2011
|
$600,000
|
—
|
$337,200
|
$45,180
|
$485,134
|
—
|
$548,561
|
$2,016,075 | |||||||
(1)
|
100% of our annual cash bonus is performance-based, and is therefore included under the ‘‘Non-Equity Incentive Plan Compensation’’ column. The requirements for receiving this bonus are described elsewhere in this proxy statement.
|
(2)
|
Represents the aggregate grant date fair value of RSUs and PSUs granted during 2013 and 2011, computed in accordance with FASB ASC Topic 718. Grant date fair value is calculated using the closing price of Cenveo stock on the date of grant. There were no RSUs or PSUs granted to NEOs during 2012.
|
(3)
|
Represents the aggregate grant date fair value of stock options granted in 2013 and 2011, computed in accordance with FASB ASC Topic 718. There were no stock options granted to NEOs in 2012. For additional information, refer to note 12 of the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 28, 2013.
|
(4)
|
We pay no pension or other retirement compensation to, and have no deferred compensation plan for, our NEOs.
|
(5)
|
This column reports perquisites of life insurance premiums, car allowances, ESPP bonus match, and KERP payments. Life insurance premiums during 2013 were as follows: For Mr. Burton, Sr., $11,124; for Mr. Hiltwein, $1,242; for Mr. Goodwin, $383; for Mr. Scheinmann, $180; for Mr. M. Burton, $486; and for Mr. Burton, Jr., $486. Car allowances during 2013 were as follows: For Mr. Burton, Sr., $18,000; for Messrs. Hiltwein, M. Burton and Burton, Jr., $12,000; for Mr. Scheinmann, $7,800; and for Mr. Goodwin, $9,000. ESPP bonus match amounts during 2013 were as follows: For Mr. Burton, Sr., $16,000; for Mr. Hiltwein, $3,000; for Mr. Goodwin, $1,800; for Mr. Scheinmann, $1,800; for Mr. M. Burton, $3,450; and for Mr. Burton, Jr., $3,450. KERP payments during 2013 were as follows: For Mr. Burton, Sr., $1,125,000; for Mr. Hiltwein, $137,502; for Mr. Goodwin, $62,496; for Mr. Scheinmann, $8,748; for Mr. M. Burton, $150,003; and for Mr. Burton, Jr., $150,003. As stated in the Retention section on page 17, there were no new KERP awards made for 2013. The last remaining payments under the one remaining legacy KERP were fully paid out at the end of 2013.
|
Name
|
Grant
Date
|
Estimated Future
Payouts Under Non-
Equity Incentive
Plan Awards(1)
|
All Other
Stock Awards:
Number of
Shares of
Stock or
Units(2)
|
All Other
Option Awards:
Number of
Securities
Underlying
Options(3)
|
Exercise or
Base Price
of Option
Awards
(per
share)(4)
|
Grant Date
Fair Value
of Stock
and Option
Awards(5)
|
Target
|
||||||
Robert G. Burton, Sr.
|
—
|
$4,500,000
|
—
|
—
|
—
|
—
|
5/1/2013
|
150,000 RSUs
|
—
|
—
|
$300,000
|
||
5/1/2013
|
150,000 PSUs
|
—
|
—
|
$300,000
|
||
Mark S. Hiltwein
|
—
|
$690,000
|
—
|
—
|
—
|
—
|
5/1/2013
|
20,000 RSUs
|
—
|
—
|
$40,000
|
||
5/1/2013
|
30,000 PSUs
|
—
|
—
|
$60,000
|
||
5/1/2013
|
10,000
|
$2.00
|
$10,140
|
|||
Michael G. Burton
|
—
|
$845,250
|
—
|
—
|
—
|
—
|
5/1/2013
|
25,000 RSUs
|
—
|
—
|
$50,000
|
||
5/1/2013
|
40,000 PSUs
|
—
|
—
|
$80,000
|
||
5/1/2013
|
15,000
|
$2.00
|
$15,210
|
|||
Scott J. Goodwin
|
—
|
$425,625
|
—
|
—
|
—
|
—
|
5/1/2013
|
20,000 RSUs
|
—
|
—
|
$40,000
|
||
5/1/2013
|
30,000 PSUs
|
—
|
—
|
$60,000
|
||
5/1/2013
|
|
10,000
|
$2.00
|
$10,140
|
||
Ian R. Scheinmann
|
—
|
$165,000
|
—
|
—
|
—
|
—
|
5/1/2013
|
10,000 RSUs
|
—
|
—
|
$20,000
|
||
5/1/2013
|
20,000 PSUs
|
—
|
—
|
$40,000
|
||
5/1/2013
|
|
10,000
|
$2.00
|
$10,140
|
||
Robert G. Burton, Jr.
|
—
|
$862,500
|
—
|
—
|
—
|
—
|
5/1/2013
|
25,000 RSUs
|
—
|
—
|
$50,000
|
||
5/1/2013
|
40,000 PSUs
|
—
|
—
|
$80,000
|
||
5/1/2013
|
15,000
|
$2.00
|
$15,210
|
(1)
|
This column shows the potential value of the payout for each NEO under our MBO Plan for 2013. The potential payouts were performance-driven and therefore completely at risk.
|
(2)
|
This column shows the number of RSUs and PSUs granted in 2013 to the NEOs. The RSU award granted on May 1, 2013 vests 25% per year over four years beginning May 1, 2014. The PSU award granted on May 1, 2013 vests 100% on May 1, 2014 if the performance targets were met. The performance targets were not met, and the PSUs will be forfeited as of the vesting date.
|
(3)
|
This column shows the number of stock options granted in 2013 to the NEOs. The options granted on May 1, 2013 vest 25% per year over four years beginning May 1, 2014, the first anniversary of the date of grant.
|
(4)
|
This column shows the exercise price for the stock options granted, which was the closing price of Cenveo stock on the date of grant.
|
(5)
|
This column shows the grant date fair value of the RSUs and PSUs granted to the NEOs in 2013. Generally, the grant date fair value is the closing price of Cenveo stock on the date of grant ($2.00 for the RSU and PSU award). Stock options are valued using a multiple grant-date measured fair value approach per ASC 718. Actual amounts received by our executives will depend on our executives’ continued employment through the vesting period and our stock price when the executives ultimately sell the stock.
|
Option Awards
|
Stock Awards
|
||||||||||||
Name
|
Grant
Date
|
Number of
Securities
Underlying
Unexercised
Options-
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options-
Unexercisable
|
Option
Exercise
Price
|
Option
Expiration
Date
|
Number
of Shares or
Units of Stock
That Have
Not Vested(1)
|
Market Value
of Shares or
Units of Stock
That Have
Not Vested
|
||||||
Robert G. Burton, Sr.
|
7/1/2009
|
150,000
|
0
|
$4.22
|
7/1/2015
|
—
|
—
|
||||||
5/21/2010
|
—
|
—
|
—
|
—
|
75,000
|
$264,750
|
|||||||
1/12/2011
|
—
|
—
|
—
|
—
|
150,000
|
$529,500
|
|||||||
5/1/2013
|
—
|
—
|
—
|
—
|
150,000
|
$529,500
|
|||||||
5/1/2013
|
—
|
—
|
—
|
—
|
150,000*
|
$529,500
|
|||||||
Mark S. Hiltwein
|
6/8/2009
|
20,000
|
0
|
$4.90
|
6/8/2015
|
—
|
—
|
||||||
7/1/2009
|
40,000
|
0
|
$4.22
|
7/1/2015
|
—
|
—
|
|||||||
5/21/2010
|
15,000
|
5,000
|
$7.02
|
5/21/2016
|
10,000
|
$35,300
|
|||||||
1/12/2011
|
10,000
|
10,000
|
$5.62
|
1/12/2017
|
22,500
|
$79,425
|
|||||||
5/1/2013
|
0
|
10,000
|
$2.00
|
5/1/2019
|
20,000
|
$70,600
|
|||||||
5/1/2013
|
—
|
—
|
—
|
—
|
30,000*
|
$105,900
|
|||||||
Michael G. Burton
|
6/8/2009
|
17,500
|
0
|
$4.90
|
6/8/2015
|
—
|
—
|
||||||
7/1/2009
|
40,000
|
0
|
$4.22
|
7/1/2015
|
—
|
—
|
|||||||
5/21/2010
|
15,000
|
5,000
|
$7.02
|
5/21/2016
|
10,000
|
$35,300
|
|||||||
1/12/2011
|
10,000
|
10,000
|
$5.62
|
1/12/2017
|
30,000
|
$105,900
|
|||||||
5/1/2013
|
0
|
15,000
|
$2.00
|
5/1/2019
|
25,000
|
$88,250
|
|||||||
5/1/2013
|
—
|
—
|
—
|
—
|
40,000*
|
$141,200
|
|||||||
Scott J. Goodwin
|
6/8/2009
|
16,000
|
0
|
$4.90
|
6/8/2015
|
—
|
—
|
||||||
7/1/2009
|
30,000
|
0
|
$4.22
|
7/1/2015
|
—
|
—
|
|||||||
5/21/2010
|
15,000
|
5,000
|
$7.02
|
5/21/2016
|
7,500
|
$26,475
|
|||||||
1/12/2011
|
10,000
|
10,000
|
$5.62
|
1/12/2017
|
15,000
|
$52,950
|
|||||||
5/1/2013
|
0
|
10,000
|
$2.00
|
5/1/2019
|
20,000
|
$70,600
|
|||||||
5/1/2013
|
—
|
—
|
—
|
—
|
30,000*
|
$105,900
|
|||||||
Ian R. Scheinmann
|
1/12/2011
|
7,500
|
7,500
|
$5.62
|
1/12/2017
|
2,500
|
$8,825
|
||||||
5/1/2013
|
0
|
10,000
|
$2.00
|
5/1/2019
|
10,000
|
$35,300
|
|||||||
5/1/2013
|
—
|
—
|
—
|
—
|
20,000*
|
$70,600
|
|||||||
Robert G. Burton, Jr.
|
6/8/2009
|
17,500
|
0
|
$4.90
|
6/8/2015
|
—
|
—
|
||||||
7/1/2009
|
30,000
|
0
|
$4.22
|
7/1/2015
|
—
|
—
|
|||||||
5/21/2010
|
15,000
|
5,000
|
$7.02
|
5/21/2016
|
10,000
|
$35,300
|
|||||||
1/12/2011
|
10,000
|
10,000
|
$5.62
|
1/12/2017
|
30,000
|
$105,900
|
|||||||
5/1/2013
|
0
|
15,000
|
$2.00
|
5/1/2019
|
25,000
|
$88,250
|
|||||||
5/1/2013
|
—
|
—
|
—
|
—
|
40,000*
|
$141,200
|
Option Awards
|
Stock Awards
|
|||
Name
|
Number of
Shares Acquired
on Exercise
|
Value Realized
on Exercise
|
Number of
Shares Acquired
on Vesting
|
Value Realized
on Vesting(4)
|
Robert G. Burton, Sr.
|
—
|
—
|
62,500(1)
|
$129,375
|
—
|
—
|
75,000(2)
|
$167,250
|
|
—
|
—
|
75,000(3)
|
$213,000
|
|
Mark S. Hiltwein
|
—
|
—
|
5,000(1)
|
$10,350
|
—
|
—
|
10,000(2)
|
$22,300
|
|
—
|
—
|
11,250(3)
|
$31,950
|
|
Michael G. Burton
|
—
|
—
|
5,000(1)
|
$10,350
|
—
|
—
|
10,000(2)
|
$22,300
|
|
—
|
—
|
15,000(3)
|
$42,600
|
|
Scott J. Goodwin
|
—
|
—
|
2,500(1)
|
$5,175
|
—
|
—
|
7,500(2)
|
$16,725
|
|
—
|
—
|
7,500(3)
|
$21,300
|
|
Ian R. Scheinmann
|
—
|
—
|
1,250(3)
|
$3,550
|
Robert G. Burton, Jr.
|
—
|
—
|
5,000(1)
|
$10,350
|
—
|
—
|
10,000(2)
|
$22,300
|
|
—
|
—
|
15,000(3)
|
$42,600
|
(1)
|
Restricted Stock Units. Represents vesting of 25% of awards granted on July 1, 2009.
|
(2)
|
Restricted Stock Units. Represents vesting of 25% of awards granted on May 21, 2010.
|
(3)
|
Restricted Stock Units. Represents vesting of 25% of awards granted on January 12, 2011.
|
(4)
|
Amounts reflect the market price of the stock on the date the award vested. The July 1, 2009 award vested on July 1, 2013; closing price of Cenveo stock on that date was $2.07. The May 21, 2010 award vested on May 21, 2013; closing price of Cenveo stock on that date was $2.23. The January 12, 2011 award vested on January 14, 2013; closing price of Cenveo stock on that date was $2.84.
|
Plan Category
|
Number of Securities
to be Issued upon
Exercise of Outstanding
Options, Warrants and Rights
(a)
|
Weighted Average
Exercise Price of
Outstanding Options, Warrants
and Rights
(b)
|
Number of Securities Remaining Available for Issuance under Equity
Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
|
Equity compensation plans approved by shareholders
|
3,461,750(1)
|
$5.23(2)
|
2,135,413(3)
|
Equity compensation plans not approved by shareholders(4)
|
n/a
|
n/a
|
n/a
|
Total
|
3,461,750
|
$5.23
|
2,135,413
|
(1) |
Includes 1,778,000 shares subject to outstanding stock options, 980,750 shares subject to outstanding RSU awards, and 703,000 shares subject to outstanding PSU awards. The PSU award, granted on May 1, 2013 vests 100% on May 1, 2014 if the performance targets were met. The performance targets were not met, and the PSUs will be forfeited as of the vesting date.
|
(2) | The weighted average exercise price does not take outstanding RSU or PSU awards into account because such awards have no exercise price. |
(3) | These shares are available for issuance under our 2007 Long-Term Equity Incentive Plan (the “2007 Plan”). The 2007 Plan, as approved by shareholders, provides that any unused shares authorized under prior plans (and shares that become available due to forfeitures of awards granted under such plans) are rolled over into the 2007 Plan. The 2007 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards. The 2007 Plan does not limit the number of shares that can be issued as restricted stock awards and/or RSU awards. |
(4) | Does not include shares purchased under our employee stock purchase plan, which are purchased on the open market. The employees and directors participating in the plan pay the full market price for the shares. The Company does not reserve shares for this plan. |
Cash Severance
Payment
|
Continuation of
Medical
Benefits(1)
|
Accelerated
Vesting of Equity
Awards(2)
|
Total
Termination
Benefits
|
|||
Robert G. Burton, Sr.
|
||||||
Ÿ Voluntary Resignation
|
$0
|
$0
|
$0
|
$0
|
||
Ÿ Retirement
|
$0
|
$0
|
$0
|
$0
|
||
Ÿ Death
|
$0
|
$0
|
$0
|
$0
|
||
Ÿ Disability
|
$3,000,000
|
$0
|
$0
|
$3,000,000
|
||
Ÿ Without Cause or For Good Reason
|
$12,036,000
|
$21,518
|
$1,853,250
|
$13,910,768
|
||
Ÿ Change of Control
|
$0
|
$0
|
$1,853,250
|
$1,853,250
|
||
Mark S. Hiltwein
|
||||||
Ÿ Voluntary Resignation
|
$0
|
$0
|
$0
|
$0
|
||
Ÿ Retirement
|
$0
|
$0
|
$0
|
$0
|
||
Ÿ Death
|
$0
|
$0
|
$0
|
$0
|
||
Ÿ Disability
|
$0
|
$0
|
$0
|
$0
|
||
Ÿ Without Cause or For Good Reason
|
$1,302,000
|
$15,721
|
$306,525
|
$1,624,246
|
||
Ÿ Change of Control
|
$0
|
$0
|
$306,525
|
$306,525
|
||
Michael G. Burton
|
||||||
Ÿ Voluntary Resignation
|
$0
|
$0
|
$0
|
$0
|
||
Ÿ Retirement
|
$0
|
$0
|
$0
|
$0
|
||
Ÿ Death
|
$0
|
$0
|
$0
|
$0
|
||
Ÿ Disability
|
$0
|
$0
|
$0
|
$0
|
||
Ÿ Without Cause or For Good Reason
|
$1,592,250
|
$15,721
|
$393,600
|
$2,001,571
|
||
Ÿ Change of Control
|
$0
|
$0
|
$393,600
|
$393,600
|
||
Scott J. Goodwin
|
||||||
Ÿ Voluntary Resignation
|
$0
|
$0
|
$0
|
$0
|
||
Ÿ Retirement
|
$0
|
$0
|
$0
|
$0
|
||
Ÿ Death
|
$0
|
$0
|
$0
|
$0
|
||
Ÿ Disability
|
$0
|
$0
|
$0
|
$0
|
||
Ÿ Without Cause or For Good Reason
|
$860,250
|
$16,972
|
$271,225
|
$1,148,447
|
||
Ÿ Change of Control
|
$0
|
$0
|
$271,225
|
$271,225
|
||
Ian R. Scheinmann
|
||||||
Ÿ Voluntary Resignation
|
$0
|
$0
|
$0
|
$0
|
||
Ÿ Retirement
|
$0
|
$0
|
$0
|
$0
|
||
Ÿ Death
|
$0
|
$0
|
$0
|
$0
|
||
Ÿ Disability
|
$0
|
$0
|
$0
|
$0
|
||
Ÿ Without Cause or For Good Reason
|
$392,800
|
$18,280
|
$0
|
$411,080
|
||
Ÿ Change of Control
|
$0
|
$0
|
$130,025
|
$130,025
|
||
Robert G. Burton, Jr.
|
||||||
Ÿ Voluntary Resignation
|
$0
|
$0
|
$0
|
$0
|
||
Ÿ Retirement
|
$0
|
$0
|
$0
|
$0
|
||
Ÿ Death
|
$0
|
$0
|
$0
|
$0
|
||
Ÿ Disability
|
$0
|
$0
|
$0
|
$0
|
||
Ÿ Without Cause or For Good Reason
|
$1,624,500
|
$15,721
|
$393,600
|
$2,033,821
|
||
Ÿ Change of Control
|
$0
|
$0
|
$393,600
|
$393,600
|
(1)
|
Reflects payment of COBRA premiums under the executives’ employment agreements.
|
(2)
|
Reflects the value of RSUs whose vesting is accelerated on the termination of employment and the option spread of stock options whose vesting is accelerated on the termination of employment, in each case based on the closing price of the Company’s common stock of $3.53 on December 28, 2013, the last business day of the fiscal year.
|
• | willful and continued failure of the executive to perform his duties under the Employment Agreement, | |
• | willful engagement in illegal conduct or misconduct materially damaging to the Company and its subsidiaries, | |
• | conviction of, or pleading nolo contendere to a felony, or | |
• | dishonesty or misappropriation relating to the Company or any of its funds, properties or other assets, and | |
• | in the event that the event or condition is curable, failure to remedy such event or condition within 30 days following written notice thereof from the Company (and an affirmative vote by two-thirds of the Board in the case of Mr. Burton, Sr.). | |
‘‘Good Reason’’ is defined for purposes of the Employment Agreements to mean: | ||
• | a material dimunition of the executive’s authority, duties or responsibilities, | |
• | material reduction in executive’s annual base salary, | |
• | relocation of the executive’s place of employment more than 35 miles from his current location, | |
• | failure to continue the executive’s participation in employee benefit plans, programs, arrangements and policies, or | |
• | a material breach of the Employment Agreement by the Company. | |
In Mr. Burton, Sr.’s agreement ‘‘Good Reason’’ also means: | ||
• | failure of a successor company to assume the Employment Agreement, | |
• | failure to provide office space, related facilities and support personnel appropriate for the executive’s responsibilities and position, or | |
• | without executive’s prior written consent, removal of or failure to nominate, re-elect or re-appoint the executive to the Board, or failure by the Company to renew the Employment Agreement. |
• | An acquisition of any voting securities of the Company (the ‘‘Voting Securities’’) by any ‘‘Person’’ which such Person has forty percent (40%) or more of the combined voting power of the then outstanding Voting Securities. | |
• | The individuals who, as of the date of the grant, are members of the Board, cease for any reason to constitute at least a majority of the Board. | |
• | Consummation of a merger, consolidation or reorganization involving the Company. |
|
2013
|
2012
|
|
Audit fees(1)
|
$1,622,076
|
$2,094,354
|
|
Audit-related fees(2)
|
—
|
59,148
|
|
Tax fees(3)
|
24,750
|
40,234
|
|
All other fees
|
—
|
—
|
|
Total
|
$1,646,826
|
$2,193,736
|
(1)
|
For the audit of our annual consolidated financial statements including the Form 10-K, the audit of our internal control over financial reporting, the reviews of our consolidated financial statements included in the Company’s reports on Form 10-Q filed with the SEC and for services that are normally provided by the independent registered public accounting firm in connection with regulatory filings for those fiscal years.
|
(2)
|
For due diligence services rendered in connection with acquisitions.
|
(3)
|
For tax advice and planning.
|
Q:
|
Why am I receiving these materials?
|
A:
|
Cenveo is providing these proxy materials to you and soliciting your vote in connection with its annual meeting of shareholders, which will take place on May 1, 2014. As a shareholder, you are invited to attend the meeting and may vote on the proposals described in this proxy statement.
|
Q:
|
What information is contained in these materials?
|
A:
|
The information included in this proxy statement relates to the proposals to be voted on at the meeting, the voting process, the compensation of directors and executive officers and certain other required information. Our 2013 Annual Report is also enclosed.
|
Q:
|
Who may vote at the meeting?
|
A:
|
Only shareholders of record at the close of business on March 27, 2014 may vote at the meeting. As of the Record Date, 66,351,596 shares of Cenveo’s common stock were issued and outstanding. Each shareholder is entitled to one vote for each share of common stock held on the Record Date.
|
Q:
|
What is the difference between holding shares as a shareholder of record and as a beneficial owner?
|
A:
|
Most shareholders hold shares through a stockbroker, bank or other nominee rather than directly in their own name. There are some distinctions between shares held of record and shares owned beneficially, which are summarized below:
|
|
Shareholder of Record. If your shares are registered directly in your name with our transfer agent, Registrar & Transfer Company, you are considered to be the shareholder of record of those shares, and these proxy materials are being sent directly to you by Cenveo. As the shareholder of record, you have the right to vote by proxy or to vote in person at the meeting. In that case, we have enclosed a proxy card for you to use.
|
|
Beneficial Owner. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you by your broker or bank, which is considered to be the shareholder of record of those shares. As the beneficial owner, you have the right to direct your broker how to vote and are also invited to attend the meeting. If you wish to vote these shares at the meeting, you must contact your bank or broker for instructions as to how to do so. Your broker or bank has enclosed a voting instruction card for you to use in directing the broker or nominee how to vote your shares for you.
|
Q:
|
What may I vote on at the meeting?
|
A:
|
You may vote on the following three proposals:
|
|
• to elect six nominees to serve on Cenveo’s Board of Directors for terms expiring at the next annual meeting,
|
|
• to ratify the selection of our independent auditors for 2014, and
|
|
• to approve the advisory resolution on named executive officer compensation as disclosed in the proxy statement.
|
Q:
|
How does the Board of Directors recommend I vote?
|
A:
|
The Board recommends that you vote your shares FOR each of the six listed director nominees, FOR the ratification of our independent auditors, and FOR the advisory resolution on named executive officer compensation.
|
Q:
|
How can I vote my shares?
|
A:
|
You may vote either in person at the meeting or by proxy. Please refer to the instructions included on your proxy card to vote by proxy. If you hold your shares in street name through a bank, broker or other record holder, then you may vote by the methods your bank or broker makes available using the instructions the bank or broker has included with this proxy statement. These methods may include voting over the internet, by telephone or by mailing a voting instruction card. If you want to attend the meeting and vote your shares that are held in street name, you must first obtain a legal proxy from your bank or broker in order to do so.
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Q:
|
How are votes counted?
|
A:
|
In the election of directors, you may vote FOR all of the director nominees or your vote may be WITHHELD with respect to one or more nominees. You may vote FOR, AGAINST or ABSTAIN on the proposal to ratify the auditors. You may vote FOR, AGAINST or ABSTAIN on the advisory resolution on named executive officer compensation.
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Q:
|
What is a ‘‘quorum’’ and why is it necessary?
|
A:
|
Conducting business at the annual meeting requires a quorum. For a quorum to exist, shareholders representing a majority of the outstanding shares entitled to vote must be present in person or represented by proxy. Under the Colorado Business Corporation Act, abstentions and broker non-votes are treated as present for purposes of determining whether a quorum exists.
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Q:
|
What vote is required to approve each proposal, and how will votes be counted?
|
A:
|
Under the rules that govern brokers who have record ownership of shares that are held in ‘‘street name’’ for their clients, who are the beneficial owners of the shares, brokers have discretion to vote these shares on routine matters but not on non-routine matters. Your broker will have discretionary authority to vote your shares on Proposal No. 2 at the Annual Meeting, which is a routine matter. Thus, if you do not otherwise instruct your broker, the broker may turn in a proxy card voting your shares ‘‘FOR’’ Proposal No. 2, Ratification of Selection of Independent Auditors. Your broker will not have discretionary authority to vote your shares with respect to Proposal No. 1, Election of Directors, or Proposal No. 3, Say-on-Pay. A ‘‘broker non-vote’’ occurs when the broker does not receive voting instructions from the beneficial owner with respect to a non-routine matter and therefore the broker expressly indicates on a proxy card that it is not voting on a matter. To the extent your broker submits a broker non-vote with respect to your shares on a proposal, your shares will not be deemed ‘‘votes cast’’ with respect to that proposal. Accordingly, broker non-votes will have no effect on the outcome of the vote with respect to Proposal No. 1, 2, or 3.
|
If a quorum is present:
|
|
For Proposal No. 1, each of the six director nominees will be elected by a plurality vote. However, in an uncontested election (in which the number of nominees does not exceed the number of directors to be elected), each elected director who does not get more votes for than as to which authority is withheld must submit his or her resignation, which the Board of Directors will determine whether to reject or accept in accordance with Cenveo’s bylaws. Cenveo’s articles of incorporation do not permit shareholders to cumulate their votes. Abstentions and broker non-votes will have no effect on the vote for directors.
|
|
For Proposal No. 2, the selection of Grant Thornton LLP as our independent auditors, will be ratified if the votes cast in favor of the proposal exceed the votes cast against the proposal. Abstentions and broker non-votes will have no effect on the proposal.
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For Proposal No. 3, the non-binding, advisory resolution approving the compensation of our named executive officers, will be adopted if the votes cast in favor of the proposal exceed the votes cast against the proposal. Abstentions and broker non-votes will have no effect on the proposal.
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|
Q:
|
Can I change my vote?
|
A:
|
You have the right to revoke your proxy by:
|
|
• providing written notice to Cenveo’s corporate secretary before the meeting that you revoke your proxy,
|
|
• voting in person at the meeting, or
|
|
• signing a later-dated proxy card and submitting it so that it is received before the meeting begins.
|
Attending the meeting will not by itself revoke a proxy. | |
Q:
|
What does it mean if I get more than one proxy card?
|
A:
|
If your shares are registered differently and are held in more than one account, then you will receive more than one proxy card. Be sure to vote all of your accounts so that all of your shares are voted. We encourage you to have all accounts registered in the same name and address whenever possible.
|
How will voting on any other business be conducted?
|
|
A:
|
The last date for timely filing stockholder proposals to be included in the proxy statement relating to the 2014 annual meeting was December 31, 2013. As of the date of this proxy statement, the Board has not received notice of any business, and presently does not know of any business to be presented for consideration at the meeting other than election of six directors, the ratification of our independent auditors, and the advisory vote on the compensation of our named executive officers. If any other business is properly presented at the meeting, your proxy gives Scott J. Goodwin, our Chief Financial Officer, and Ian R. Scheinmann, our Senior Vice President, Legal Affairs, authority to vote on these matters in their discretion.
|
Q:
|
Who may attend the meeting?
|
A:
|
All shareholders who owned shares of our common stock on the Record Date, March 27, 2014, may attend the meeting.
|
Q:
|
Where and when will I be able to find the results of the voting?
|
A:
|
The results of the voting will be published on Form 8-K to be filed with the Securities and Exchange Commission within four business days of the annual meeting.
|
Q:
|
When are shareholder proposals for the 2015 annual meeting due?
|
A:
|
In order to be considered for inclusion in our proxy statement for the 2015 annual meeting a shareholder proposal must be received by our Corporate Secretary at our principal office by December 11, 2014. A shareholder of record may introduce a proposal to be voted on at our 2014 annual meeting that is not included in our proxy statement for that meeting. In order to do so, the shareholder must provide written notice of such intention that is received by our Corporate Secretary at our principal office no later than February 24, 2015. Such notice must include a brief description of the proposal desired to be introduced, the reason for it, and the proposing shareholder’s interest in the matter; the proposing shareholder’s name and address as they appear on the Company’s books; the number of shares of common stock owned beneficially by the proposing shareholder and the date they were acquired; and a representation that the shareholder intends to appear at the annual meeting and present the proposal.
|
Q:
|
How can shareholders nominate a candidate for director?
|
A:
|
A shareholder of record may nominate a candidate for director by providing written notice to our Corporate Secretary at our principal office. If the nomination relates to an election to be held at our annual meeting, the notice must be received by our Corporate Secretary no later than 90 days before the anniversary date of the previous year’s annual meeting, and if it relates to an election to be held at a special meeting, it must be received by the close of business on the tenth day after the day notice of the special meeting was first mailed or publicly disclosed. The notice must include all information about the proposed nominee required by SEC rules to be included in a proxy statement, the nominee’s written consent to serve if elected, the nominating shareholder’s name and address as they appear on the Company’s books and the number of shares beneficially owned by the nominating shareholder.
|
Q:
|
Who will bear the cost of soliciting proxies for the meeting, and how will these proxies be solicited?
|
A:
|
The Company will pay the cost of preparing, assembling, printing, mailing and distributing these proxy materials, including the charges and expenses of brokers, banks, nominees and other fiduciaries who forward proxy materials to their principals. Proxies may be solicited by mail, in person, by telephone or by electronic communication by our officers and employees, who will not receive any additional compensation for these solicitation activities.
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