o | Preliminary proxy statement. | |
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þ | Definitive Additional Materials. | |
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o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Amount and Nature of | ||||||||
Beneficial | Percent of | |||||||
Name of Beneficial Owner | Ownership(1) | Class | ||||||
William F. Carpenter III |
922,366 | (2)(3) | 1.68 | % | ||||
David M. Dill |
225,690 | (2)(4) | * | |||||
R. Scott Raplee |
193,111 | (2) | * | |||||
Paul D. Gilbert |
117,958 | (2) | * | |||||
DeWitt Ezell, Jr. |
60,099 | (5) | * | |||||
Owen G. Shell, Jr. |
48,801 | (5)(6) | * | |||||
Richard H. Evans |
40,152 | (5) | * | |||||
John E. Maupin, Jr. |
39,512 | (5) | * | |||||
Jeffrey S. Sherman |
30,000 | (7) | * | |||||
Michael P. Haley |
26,549 | (5) | * | |||||
Gregory T. Bier |
13,166 | (5) | * | |||||
Marguerite W. Kondracke |
12,698 | (5) | * | |||||
Directors and executive
officers as a group (15
persons) |
2,068,293 | 3.78 | % |
* | Less than one percent. | |
(1) | In computing the number of shares beneficially owned by an individual and the percentage ownership of that individual, shares of Common Stock underlying options held by that individual that are currently exercisable, or will become exercisable within 60 days from December 31, 2009, are deemed outstanding. The total number of shares of Common Stock underlying options, pursuant to which such individuals have rights to acquire beneficial ownership of Common Stock within 60 days from December 31, 2009, is as follows: |
Shares | ||||
Underlying | ||||
Name | Options | |||
Carpenter |
428,333 | |||
Raplee |
113,760 | |||
Dill |
110,000 | |||
Gilbert |
59,999 | |||
Maupin |
19,646 | |||
Ezell |
17,835 | |||
Evans |
16,606 | |||
Shell |
11,000 |
(2) | The ownership given for each individual includes shares of Common Stock indirectly owned through the Retirement Plan as set forth in the table below. |
Shares Owned | ||||
Through | ||||
Name | Retirement Plan | |||
Raplee |
3,236 | |||
Carpenter |
1,630 | |||
Dill |
444 | |||
Gilbert |
459 |
Further, the ownership for Messrs. Carpenter and Raplee includes restricted stock awards granted on April 22, 2005 under the LTIP as set forth in the table below. Two-thirds of these shares were unrestricted as of December 31, 2009, and the remaining shares of restricted stock became unrestricted on April 22, 2010. |
Shares of | ||||
Name | Restricted Stock | |||
Carpenter |
12,000 | |||
Raplee |
6,666 |
The ownership for each individual includes restricted stock awards granted on March 1, 2007 under the LTIP as set forth in the table below. Generally, these shares of restricted stock became unrestricted on March 1, 2010. |
Shares of | ||||
Name | Restricted Stock | |||
Carpenter |
50,000 | |||
Gilbert |
15,000 | |||
Raplee |
10,000 |
In addition, the ownership for each individual includes restricted stock awards granted on February 28, 2008 under the LTIP as set forth in the table below. Generally, these shares of restricted stock will become unrestricted on February 28, 2011. |
Shares of | ||||
Name | Restricted Stock | |||
Carpenter |
50,000 | |||
Dill |
22,500 | |||
Gilbert |
17,500 | |||
Raplee |
15,000 |
The ownership for each individual also includes restricted stock awards granted on February 24, 2009 under the LTIP as set forth in the table below. Generally, these shares of restricted stock will become unrestricted on February 24, 2012. |
Shares of | ||||
Name | Restricted Stock | |||
Carpenter |
100,000 | |||
Dill |
30,000 | |||
Gilbert |
25,000 | |||
Raplee |
20,000 |
(3) | The ownership for Mr. Carpenter includes a one-time grant of 100,000 restricted stock awards on February 24, 2009. One-half of these restricted stock awards will become unrestricted on February 24, 2013, and one-half will become unrestricted on February 24, 2014. | |
(4) | The ownership for Mr. Dill includes 50,000 restricted stock awards granted on May 8, 2007 under the LTIP. Generally, the shares of restricted stock will become unrestricted on May 8, 2010. | |
(5) | The ownership for each individual includes 3,500 restricted stock awards granted on May 9, 2007 under the Directors Plan. These shares became unrestricted on May 12, 2008 with a deferred settlement date on May 9, 2010. | |
The ownership for each individual includes 3,500 restricted stock awards granted on May 14, 2008 under the Directors Plan. These shares became unrestricted on November 15, 2008 with a deferred settlement date on May 14, 2011. | ||
The ownership for each individual includes 4,966 restricted stock awards granted on May 13, 2009 under the Directors Plan. These shares became unrestricted on November 14, 2009 with a deferred settlement date on May 13, 2012. | ||
Further, the ownership for each individual includes deferred stock units, granted under the Directors Plan, payable in shares of Common Stock as follows: |
Deferred | ||||
Name | Stock Units | |||
Evans |
1,080 | |||
Kondracke |
732 | |||
Maupin |
3,884 | |||
Shell |
5,333 |
(6) | The ownership for Mr. Shell includes 10,500 shares that have been pledged to Bank of America in connection with a transaction unrelated to the Company. | |
(7) | The ownership for Mr. Sherman includes 30,000 restricted stock awards granted on May 12, 2009 under the LTIP. Generally, the shares of restricted stock will become unrestricted on May 12, 2012. |