1)
|
Title of each class of securities to which transaction applies:
|
2)
|
Aggregate number of securities to which transaction applies:
|
3)
|
Per unit price or other underlying value of transactions 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):
|
4)
|
Proposed maximum aggregate value of transactions:
|
5)
|
Total fee paid:
|
1)
|
Amount previously paid:
|
2)
|
Form, Schedule or Registration Statement No.:
|
3)
|
Filing Party:
|
4)
|
Date Filed:
|
Nature of
|
||||
Beneficial
|
Amount
|
Percent of
|
||
Name
|
Address
|
Ownership
|
Owned
|
Class
|
Michael E. Batten
|
3419 Michigan Blvd.
|
Power to vote
|
2,137,740 (1)
|
19.0%
|
Racine, WI
|
Beneficial
|
465,774 (2)
|
4.1%
|
|
GAMCO Investors, Inc.
|
One Corporate Center
|
Power to vote &
|
1,252,064 (3)
|
11.1%
|
Rye, NY
|
dispose of stock
|
|||
Goldman Sachs Asset
|
200 West Street
|
Power to vote &
|
575,854
|
5.1%
|
Management LP
|
New York, NY
|
dispose of stock
|
||
Name of
|
Amount and Nature
|
|
Beneficial Owner
|
of Beneficial Ownership (1)
|
Percent of Class
|
Michael E. Batten
|
2,603,514 (2)
|
23.1%
|
John H. Batten
|
90,804 (3)
|
*
|
Christopher J. Eperjesy
|
62,330 (4)
|
*
|
James E. Feiertag
|
63,517 (5)
|
*
|
Dean J. Bratel
|
31,383 (6)
|
*
|
Michael Doar
|
17,302 (7)
|
*
|
Malcolm F. Moore
|
15,156 (7)
|
*
|
David B. Rayburn
|
31,576 (7)
|
*
|
Michael C. Smiley
|
7,502 (7)
|
*
|
Harold M. Stratton II
|
21,902 (7)
|
*
|
David R. Zimmer
|
16,652 (7)
|
*
|
All Directors and
|
||
Executive Officers
|
||
as a group (13 persons)
|
3,021,344 (7)
|
26.8%
|
Principal Occupation and Other
|
|||
Name and
|
Public Company Directorships
|
Served as Director
|
|
Current Age
|
Held Within Past Five Years
|
Skills and Qualifications
|
Continuously Since
|
John H. Batten*. . . . . .
|
President and
|
Mr. Batten is a sitting President
|
December 2002
|
Age 48
|
Chief Operating Officer,
|
and COO of a
|
|
Twin Disc, Incorporated
|
public company. His skill sets
|
||
since July 2008;
|
include strategic and operational
|
||
formerly Executive Vice
|
planning, financial oversight, and
|
||
President since October 2004,
|
organizational development as
|
||
and Vice President and General
|
well as extensive domestic and
|
||
Manager, Marine & Propulsion
|
international experience in en-
|
||
since 2001
|
gineered products and a complex
|
||
manufacturing environment.
|
|||
Harold M. Stratton II. .
|
Chairman of the Board,
|
Mr. Stratton is Board Chairman
|
July 2004
|
Age 65
|
Strattec Security Corporation,
|
and recently retired CEO of a
|
|
Milwaukee, Wisconsin
|
public company. He is skilled
|
||
(A leading manufacturer of
|
in strategic planning, financial
|
||
mechanical and electro-mechan-
|
oversight, compensation
|
||
ical locks, latches, power
|
and organizational matters.
|
||
opening/closing systems and
|
In addition, he has experience
|
||
related security/access
|
in international markets and in
|
||
control products for global
|
an industry involving complex
|
||
automotive manufacturers)
|
manufacturing and products with
|
||
high engineering content.
|
|||
Michael C. Smiley. . . .
|
Chief Financial Officer,
|
Mr. Smiley is a sitting CFO of a
|
April 2010
|
Age 54
|
Zebra Technologies Corp.,
|
public company. His
|
|
Lincolnshire, Illinois
|
competencies include strategic
|
||
(A provider of a broad
|
planning, financial oversight,
|
||
range of innovative technology
|
mergers and acquisitions,
|
||
solutions to identify, track, and
|
extensive domestic and
|
||
manage the deployment of
|
international experience in
|
||
critical assets for improved
|
complex manufacturing and
|
||
business efficiency)
|
engineered and technology
|
||
products.
|
|||
Principal Occupation and Other
|
||||
Name and
|
Public Company Directorships
|
Served as Director
|
||
Current Age
|
Held Within Past Five Years
|
Skills and Qualifications
|
Continuously Since
|
|
CONTINUING DIRECTORS WHOSE TERMS EXPIRE IN 2014:
|
||||
Michael E. Batten . . . .
|
Chairman and
|
Mr. Batten is a sitting CEO of a
|
May 1974
|
|
Age 73
|
Chief Executive Officer,
|
public company. His skill sets
|
||
Twin Disc, Incorporated;
|
include strategic planning,
|
|||
Also Past Director, Briggs &
|
financial oversight, compensation
|
|||
Stratton Corporation,
|
and organizational development.
|
|||
Wauwatosa, Wisconsin
|
His career includes extensive
|
|||
experience in international
|
||||
business, mergers and acquisi-
|
||||
tions, and complex manufactured
|
||||
and engineered products.
|
||||
Michael Doar . . . . . .
|
Chairman and Chief
|
Mr. Doar is a sitting CEO of a
|
October 2008
|
|
Age 58
|
Executive Officer,
|
public company. His experience
|
||
Hurco Companies, Inc.
|
includes strategic planning,
|
|||
Indianapolis, Indiana
|
financial oversight, compensation
|
|||
(A global manufacturer
|
and organizational competencies.
|
|||
of machine tools)
|
His career in the capital goods
|
|||
industry has exposed him to com-
|
||||
plex manufacturing and engineer-
|
||||
ing solutions on a global basis.
|
||||
David R. Zimmer. . . . .
|
Retired Managing Partner,
|
Mr. Zimmer is a former CEO of
|
July 1995
|
|
Age 67
|
Stonebridge Equity LLC,
|
a public company and has also
|
||
Troy, Michigan,
|
held a CFO position in a public
|
|||
(A merger, acquisition and
|
company. His skill sets include
|
|||
value consulting firm);
|
strategic planning, financial
|
|||
Formerly Chief Executive
|
oversight, compensation, and
|
|||
Officer, Twitchell Corporation,
|
organizational development.
|
|||
Dothan, AL (A privately held
|
His career includes international
|
|||
manufacturer and marketer of
|
business in complex
|
|||
highly engineered synthetic
|
manufacturing related
|
|||
yarns, fabrics, extrusions, and
|
industries, as well as
|
|||
coatings);
|
mergers and acquisitions.
|
|||
Also Director, Detrex Corp.
|
||||
and Strattec Security Corp.
|
||||
Principal Occupation and Other
|
||||
Name and
|
Public Company Directorships
|
Served as Director
|
||
Current Age
|
Held Within Past Five Years
|
Skills and Qualifications
|
Continuously Since
|
|
CONTINUING DIRECTORS WHOSE TERMS EXPIRE IN 2015:
|
||||
David. B. Rayburn. . . .
|
Retired President and
|
As a former CEO of a public
|
July 2000
|
|
Age 65
|
Chief Executive Officer,
|
company, Mr. Rayburn has
|
||
Modine Manufacturing
|
experience and skill sets in
|
|||
Company,
|
strategic planning, financial
|
|||
Racine, Wisconsin
|
oversight, compensation policy
|
|||
(A manufacturer of heat
|
and practices as well as
|
|||
exchange equipment)
|
organizational structure. In
|
|||
addition, Mr. Rayburn’s
|
||||
background includes
|
||||
international business, mergers
|
||||
and acquisitions, engineering and
|
||||
manufacturing in an industry
|
||||
related to the Corporation.
|
||||
Malcolm F. Moore. . . .
|
President and CEO,
|
Mr. Moore is the recently
|
October 2006
|
|
Age 63
|
Digi-Star, LLC
|
retired CEO of a public company.
|
||
Fort Atkinson, Wisconsin
|
His experience includes strategic
|
|||
(Provider of measuring solutions
|
planning, financial oversight,
|
|||
for Precision Agriculture);
|
including holding the position of
|
|||
President and CEO, Port
|
CFO, compensation policy and
|
|||
Royal Partners, LLC, Naples,
|
practices, and organizational
|
|||
Florida (An enterprise focusing
|
development. Mr. Moore has
|
|||
on investments in the marine
|
extensive international
|
|||
industry); Retired President and
|
experience in manufacturing and
|
|||
Chief Executive Officer, Gehl
|
engineering related industries.
|
|||
Company, West Bend,
|
||||
Wisconsin (A manufacturer and
|
||||
distributor of compact
|
||||
equipment for construction and agricultural markets);
|
||||
Also Director, Ag Growth
|
||||
International
|
|
● Integrity of the Corporation's financial statements;
|
|
● Independent auditor's qualifications and independence;
|
|
● Performance of the Corporation's internal audit function and the independent auditors; and
|
|
● Corporation's compliance with legal and regulatory requirements.
|
|
● Appoints the independent auditor for the purpose of preparing and issuing an audit report and to perform related work, and discusses with the independent auditor appropriate staffing and compensation;
|
|
● Retains, as necessary or appropriate, independent legal, accounting or other advisors;
|
|
● Oversees management's implementation of systems of internal controls, including review of policies relating to legal and regulatory compliance, ethics and conflicts of interests, and reviews the activities and recommendations of the Corporation's internal auditing program;
|
|
● Monitors the preparation of quarterly and annual financial reports by the Corporation's management, including discussions with management and the Corporation's independent auditors about draft annual financial statements and key accounting and reporting matters;
|
|
● Determines whether the outside auditors are independent (based in part on the annual letter provided to the Corporation pursuant to the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communication with the audit committee concerning independence); and
|
|
● Annually reviews management's programs to monitor compliance with the Corporation's Guidelines for Business Conduct and Ethics.
|
a.
|
The Committee must receive any such shareholder recommendations for Director candidates on or before the last business day in the month of March preceding that year's annual meeting.
|
b.
|
Such recommendation for nomination shall be in writing and shall include the following information:
|
i.
|
Name and address of the shareholder, whether an entity or an individual, making the recommendation;
|
ii.
|
A written statement of the shareholder’s beneficial ownership of the Corporation's securities;
|
iii.
|
Name and address of the individual recommended for consideration as a Director nominee;
|
iv.
|
A written statement from the shareholder making the recommendation stating why such recommended candidate would be able to fulfill the duties of a Director;
|
v.
|
A written statement from the shareholder making the recommendation stating how the recommended candidate meets the independence requirements established by the SEC and the NASDAQ Stock Market;
|
vi.
|
A written statement disclosing the recommended candidate's beneficial ownership of the Corporation's securities;
|
vii.
|
A written statement disclosing relationships between the recommended candidate and the Corporation which may constitute a conflict of interest; and
|
viii.
|
Any other information relating to the recommended candidate that would be required to be disclosed in solicitations of proxies for the election of Directors under the Securities Exchange Act.
|
c.
|
Recommendation for nomination must be sent to the attention of the Committee via the U.S. Mail or by expedited delivery service, addressed to:
|
Nominating and
|
||||
Audit
|
Finance
|
Pension
|
Compensation
|
Governance
|
Zimmer
|
Doar
|
Stratton
|
Moore
|
Rayburn
|
Doar
|
Rayburn
|
Doar
|
Rayburn
|
Moore
|
Smiley
|
Smiley
|
Moore
|
Zimmer
|
Stratton
|
Stratton
|
Smiley
|
Zimmer
|
||
·
|
Michael E. Batten, Chairman and Chief Executive Officer;
|
·
|
John H. Batten, President and Chief Operating Officer;
|
·
|
Christopher J. Eperjesy, Vice President – Finance, Chief Financial Officer and Treasurer;
|
·
|
James Feiertag, Executive Vice President; and
|
·
|
Dean J. Bratel, Vice President – Americas
|
·
|
The Corporation seeks to set compensation of its Named Executive Officers at the market median for companies of comparable size and in comparable industries, but also allows actual pay to vary from the market median depending on individual and company performance and length of service within the industry and the Corporation.
|
·
|
A significant portion of the compensation of the Corporation’s Named Executive Officers is tied to the performance of the Corporation, including annual incentives based on financial measurements that management of the Corporation considers important and long-term incentives that are heavily weighted in favor of equity-related awards (performance stock, performance stock units and restricted stock).
|
·
|
The Corporation has stock ownership guidelines for each of its Named Executive Officers, thereby aligning their long-term interests with those of shareholders.
|
·
|
The Corporation’s agreements with its Named Executive Officers are designed to avoid excess parachute payments under Section 280G of the Internal Revenue Code, and thus do not provide for excise tax gross-ups for excess parachute payments.
|
·
|
The Corporation’s long-term incentive compensation plan is designed to maximize the deduction for performance-based compensation under Section 162(m) of the Internal Revenue Code.
|
·
|
The Corporation’s change in control severance agreements with its Named Executive Officers contain “double trigger” provisions (i.e., both a change in control and an involuntary termination or resignation for good reason) in order for outstanding equity awards to vest and be paid.
|
·
|
The Compensation Committee considers internal pay equity when making compensation decisions.
|
·
|
The annual Corporate Incentive Plan is performance-based and has caps on bonus payments.
|
·
|
The Compensation Committee annually evaluates the Corporation’s compensation programs to ensure that they do not encourage unnecessary risk-taking.
|
·
|
For FY2013, base salaries of most of the Corporation’s Named Executive Officers were increased approximately four percent. The base salary of the Corporation’s President, whose base salary was determined to be below the competitive range of the market median for similar positions, was increased ten percent.
|
·
|
The Corporation did not achieve the threshold levels of profitability, sales growth and inventory turns established under the Corporate Incentive Plan for the past fiscal year. As a result, none of the Named Executive Officers received an annual incentive under the Corporate Incentive Plan for FY2013.
|
·
|
The Corporation exceeded the maximum cumulative profitability objective for performance stock and performance stock units granted in 2010 under the Twin Disc, Incorporated 2004 Long-Term Incentive Compensation Plan. As a result, the performance stock and performance stock unit awards vested at the maximum amount.
|
·
|
2010 Towers Watson U.S. General Industry Executive Compensation Database
|
·
|
2010/2011 Towers Watson U.S. Top Management Compensation Study
|
·
|
2010 Mercer U.S. Benchmark Database – Executive
|
Objective
|
Weight
|
Target
|
Actual
|
Economic Profit (defined as earnings in excess of the Company’s cost of capital)
|
70%
|
Target: Economic Profit = $4,000,000
Threshold: Economic Profit = $0 (Positive Economic Profit)
Maximum: Economic Profit = $8,000,000
|
Result= $(10,500,182)
Payment = 0% of
Target
|
Corporate Inventory (turns)
|
15%
|
Target = 2.5
Threshold = 2.3
Maximum = 2.8
|
Result = 2.0
Payment = 0% of
Target
|
Sales Revenue
|
15%
|
Target = $332,000,000
Threshold = $310,000,000
Maximum = $355,000,000
|
Result = $285,281,764
Payment = 0% of
Target
|
Performance Objective as
of June 30, 2013
|
|
Maximum
|
+$2,000,000
|
Target
|
$1
|
Threshold
|
-$2,000,000
|
Name and Principal Position
|
Year
|
Salary
|
(1)
Bonus
|
(2)
Stock
Awards
|
Option
Awards
|
(3)
Non-Equity Incentive Plan Compensation
|
(4)
Change in Pension Value and Nonqualified Deferred Compensation Earnings
|
(5)
All Other Compens-
ation
|
Total
|
Michael E. Batten
|
2013
|
$593,267
|
-
|
$673,997
|
$0
|
$121,698
|
$76,247
|
$1,465,209
|
|
Chairman and Chief
|
2012
|
$567,192
|
-
|
$658,215
|
$623,875
|
$232,495
|
$65,969
|
$2,147,746
|
|
Executive Officer
|
2011
|
$546,000
|
-
|
$1,033,518
|
$649,740
|
$266,250
|
$71,804
|
$2,567,312
|
|
John H. Batten
|
2013
|
$354,117
|
-
|
$464,650
|
$0
|
$3,568
|
$91,886
|
$914,221
|
|
President and Chief
|
2012
|
$321,923
|
$12,788
|
$403,766
|
$255,750
|
$4,726
|
$74,976
|
$1,073,929
|
|
Operating Officer
|
2011
|
$300,000
|
$30,000
|
$581,808
|
$255,000
|
$4,421
|
$58,303
|
$1,229,532
|
|
-
|
|||||||||
Christopher J. Eperjesy
|
2013
|
$311,948
|
-
|
$369,644
|
$0
|
$2,569
|
$70,416
|
$754,577
|
|
Vice President – Finance,
|
2012
|
$298,423
|
$11,741
|
$293,150
|
$234,825
|
$2,986
|
$67,406
|
$908,531
|
|
CFO and Treasurer
|
2011
|
$286,000
|
$24,250
|
$417,354
|
$243,100
|
$3,297
|
$57,825
|
$1,031,826
|
|
James E. Feiertag
|
2013
|
$309,403
|
-
|
$319,590
|
$0
|
$3,420
|
$86,088
|
$718,501
|
|
Executive Vice President
|
2012
|
$296,961
|
$11,664
|
$281,324
|
$233,275
|
$4,142
|
$90,363
|
$917,729
|
|
2011
|
$286,000
|
$24,250
|
$404,414
|
$243,100
|
$4,421
|
$73,434
|
$1,035,619
|
||
Dean J. Bratel
|
2013
|
$213,496
|
-
|
$183,808
|
$0
|
$2,847
|
$55,741
|
$455,892
|
|
Vice President –
|
2012
|
$201,692
|
$12,772
|
$165,295
|
$127,720
|
$15,754
|
$56,627
|
$579,860
|
|
Americas
|
(1)
|
Discretionary bonuses awarded pursuant to the FY2012 and FY2011 Corporate Incentive Plans, approved by the Compensation Committee on July 26, 2012 and July 28, 2011, respectively.
|
(2)
|
Reflects the grant date fair value for each Named Executive Officer as reported in our audited financial statements. This value was computed in accordance with Financial Accounting Standards Board ASC Topic 718, excluding the effect of estimated forfeitures. The performance awards are calculated as of the grant date, based on the most probable outcomes of the respective performance goals. The assumptions made in the valuations are discussed in Footnote K to our 2012 financial statements. The grant date fair values of the performance-based awards granted in fiscal 2013, assuming the maximum performance goal is achieved, are as follows: Mr. M. Batten, $404,398; Mr. J. Batten, $248,070; Mr. Eperjesy, $187,367 Mr. Feiertag, $179,479; and Mr. Bratel, $106,596. These calculations are based on the closing share price on the date of grant of $20.48.
|
(2) cont.
|
The following table presents separately the compensation expense recognized in FY2013, 2012 and 2011 for outstanding awards of performance stock, performance stock units and restricted stock for Messrs. M. Batten, J. Batten, Eperjesy and Feiertag, and the compensation expense recognized in FY2013 and 2012 for outstanding awards of performance stock, performance stock units and restricted stock for Mr. Bratel:
|
Name
|
Year
|
Performance Stock
|
Performance Stock Units
|
Restricted Stock
|
Michael E. Batten
|
2013
|
$0
|
$725,360
|
$15,486
|
2012
|
$0
|
($389,048)
|
$306,691
|
|
2011
|
$0
|
$2,555,662
|
$188,108
|
|
John H. Batten
|
2013
|
$54,421
|
$130,836
|
$227,780
|
2012
|
$212,429
|
($61,922)
|
$192,862
|
|
2011
|
$223,199
|
$430,581
|
$135,257
|
|
Christopher J. Eperjesy
|
2013
|
$35,919
|
$89,893
|
$176,146
|
2012
|
$148,132
|
($42,364)
|
$141,314
|
|
2011
|
$153,942
|
$296,992
|
$103,638
|
|
James E. Feiertag
|
2013
|
$37,224
|
$90,177
|
$156,251
|
2012
|
$146,827
|
($42,647)
|
$135,002
|
|
2011
|
$153,942
|
$296,992
|
$99,666
|
|
Dean J. Bratel
|
2013
|
$42,567
|
$14,547
|
$95,755
|
2012
|
$73,831
|
($19,756)
|
$80,860
|
(3)
|
Reflects cash bonuses earned in connection with achievement of specific performance targets under the Corporate Incentive Plan, described under the “Annual Incentive Compensation” portion of the Compensation Discussion and Analysis, above. There were no bonuses paid for FY2013 as the threshold performance targets were not met.
|
(4)
|
The figures for FY2013 include a change in qualified pension value amount for Mr. M. Batten ($33,687), Mr. J. Batten ($3,506), Mr. Eperjesy ($2,507), Mr. Feiertag ($3,344), and Mr. Bratel ($2,832). The figures for FY2013 also include above-market earnings under the Corporation’s Supplemental Executive Retirement Plan (“SERP”) for Mr. J. Batten ($62), Mr. Eperjesy ($62), Mr. Feiertag ($76) and Mr. Bratel ($15), as the SERP guarantees minimum annual interest credits of 3%, which exceeds 120% of the average applicable federal long-term rate for the period from July 2012-June 2013. The remainder of Mr. M. Batten’s total represents a change in his nonqualified supplemental pension plan value.
|
(5)
|
All Other Compensation consists of the following:
|
Name
|
401(k) Company Match
|
Retirement Savings Plan Contribution
|
Defined Contribution SERP
|
Life Insurance
|
Perquisites and Personal Benefits
|
Total
|
M.E. Batten
|
$7,812
|
$16,250
|
N/A
|
$29,502
|
$22,683
|
$76,247
|
J.H. Batten
|
$7,995
|
$13,750
|
$19,588
|
$29,000
|
$21,553
|
$91,886
|
C.J. Eperjesy
|
$7,684
|
$13,750
|
$16,632
|
$32,350
|
-
|
$70,416
|
J.E. Feiertag
|
$7,673
|
$13,750
|
$16,423
|
$48,242
|
-
|
$86,088
|
D.J. Bratel
|
$6,405
|
$16,250
|
$6,426
|
$26,660
|
-
|
$55,741
|
|
The Corporation’s Supplemental Executive Retirement Plan (“SERP”) was restated during FY2011 to provide a defined contribution formula for the benefits of Messrs. J. Batten, Eperjesy, Feiertag and Bratel. Mr. M. Batten’s benefit under the SERP continues to be expressed under a defined benefit formula, and the changes in his SERP benefit are reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column in the Summary Compensation Table.
|
|
Perquisites and Personal Benefits for Mr. M. Batten for FY2013 include personal use of company plane, dues, and premiums paid for supplemental long-term disability insurance. Perquisites and Personal Benefits for Mr. J. Batten for FY2013 include personal use of company plane, dues, premiums paid for supplemental long-term disability insurance, and fees related to an executive physical. The aggregate total of perquisites and personal benefits for each of the remaining Named Executive Officers was less than $10,000 for FY2013, and therefore need not be disclosed or included in such Named Executive Officers’ “Other Compensation” total.
|
|
.
|
Estimated Future Cash Incentive Payouts Under Non-Equity Incentive Plan Awards
|
Estimated Future Share or Unit Payouts Under Equity Incentive Plan Awards
|
||||||||||
Name
|
Grant Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
All other stock awards; Number of shares of stock or units (3)
|
All other option awards; Number of securities underlying options
|
Exercise or base price of option awards ($/Sh)
|
Grant Date Fair Value of Stock and Option Awards (4)
|
M.E. Batten
|
|||||||||||
Cash Incentive
|
$210,000
|
$420,000
|
$840,000
|
||||||||
Performance Stock Awards (1)
|
7/26/12
|
||||||||||
Performance Stock Unit Awards (2)
|
7/26/12
|
13,164
|
16,455
|
19,746
|
$336,998
|
||||||
Restricted Stock Award
|
7/26/12
|
16,455
|
$336,998
|
||||||||
J. H. Batten
|
|||||||||||
Cash Incentive
|
$90,750
|
$181,500
|
$363,000
|
||||||||
Performance Stock Awards (1)
|
7/26/12
|
5,653
|
7,066
|
8,480
|
$144,712
|
||||||
Performance Stock Unit Awards (2)
|
7/26/12
|
2,422
|
3,028
|
3,634
|
$62,013
|
||||||
Restricted Stock Award
|
7/26/12
|
12,594
|
$257,925
|
||||||||
C.J. Eperjesy
|
|||||||||||
Cash Incentive
|
$78,813
|
$157,625
|
$315,250
|
||||||||
Performance Stock Awards (1)
|
7/26/12
|
4,270
|
5,337
|
6,405
|
$109,302
|
||||||
Performance Stock Unit Awards (2)
|
7/26/12
|
1,830
|
2,287
|
2,744
|
$46,838
|
||||||
Restricted Stock Award
|
7/26/12
|
10,425
|
$213,504
|
||||||||
J.E. Feiertag
|
|||||||||||
Cash Incentive
|
$78,125
|
$156,250
|
$312,500
|
||||||||
Performance Stock Awards (1)
|
7/26/12
|
4,090
|
5,112
|
6,135
|
$104,694
|
||||||
Performance Stock Unit Awards (2)
|
7/26/12
|
1,753
|
2,191
|
2,629
|
$44,872
|
||||||
Restricted Stock Award
|
7/26/12
|
8,302
|
$170,025
|
||||||||
D.J. Bratel
|
|||||||||||
Cash Incentive
|
$43,250
|
$86,500
|
$173,000
|
||||||||
Performance Stock Awards (1)
|
7/26/12
|
2,249
|
3,036
|
3,644
|
$62,177
|
||||||
Performance Stock Unit Awards (2)
|
7/26/12
|
1,041
|
1,301
|
1,561
|
$26,644
|
||||||
Restricted Stock Award
|
7/26/12
|
4,638
|
$94,986
|
(1)
|
Consists of stock awards with performance-based vesting criteria, as discussed in the “Long-Term Compensation” section of the Compensation Discussion and Analysis; eligible for vesting in 2015.
|
(2)
|
Consists of cash awards measured by the value of the Corporation’s common stock as of the vesting date with performance-based vesting criteria, as discussed in the “Long-Term Incentive Compensation” section of the Compensation Discussion and Analysis; eligible for vesting in 2015.
|
(3)
|
Consists of restricted stock with a vesting date of July 26, 2015. This stock will vest if the executive remains employed through the vesting date.
|
(4)
|
The grant date fair values are calculated using the closing price of Twin Disc shares on the July 26, 2012 grant date ($20.48). The grant date fair values for the performance stock and performance stock unit awards are based on the assumption that the target performance objectives for these awards would be met, the most probable outcome as of the grant date.
|
Option Awards
|
Stock Awards
|
||||||||
Name
|
Number of Securities Underlying Unexercised Options Exercisable
|
Number of Securities Underlying Unexercised Options Unexercisable
|
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
|
Option Exercise Price
|
Option Expiration Date
|
Number of Shares or Units of Stock That Have Not Vested
|
Market Value of Shares or Units of Stock That Have Not Vested
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(1)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
(2)
|
M.E. Batten
|
67,915
|
$1,609,586
|
|||||||
J.H. Batten
|
46,562
|
$1,103,519
|
|||||||
C.J. Eperjesy
|
35,981
|
$852,750
|
|||||||
J.E. Feiertag
|
32,314
|
$765,842
|
|||||||
D.J. Bratel
|
20,125
|
$476,963
|
(1)
|
Reflects the number of non-vested restricted stock awards, performance stock awards and performance stock unit awards which are scheduled to vest at various times between July 2013 and June 2015. For awards granted in fiscal 2011, only restricted shares are outstanding and are assumed to vest completely. For awards granted in fiscal 2012 and fiscal 2013 with Threshold/Target/Maximum payout levels, the figures presented assume a threshold level of achievement.
|
(2)
|
Values were calculated using $23.70 per share, the closing price of the Corporation’s common stock as of June 28, 2013.
|
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
|
M.E. Batten
|
32,000
|
$477,200
|
32,596
|
$634,970
|
J.H. Batten
|
40,332
|
$812,421
|
||
C.J. Eperjesy
|
27,817
|
$560,326
|
||
J.E. Feiertag
|
27,817
|
$560,326
|
||
D.J. Bratel
|
13,356
|
$269,034
|
Name
|
Plan Name
|
Number of Years of Credited Service
|
Present Value of Accumulated Benefits (1)
|
Payments During Last Fiscal Year (2)
|
M.E. Batten
|
Retirement Plan for Salaried Employees
|
43.583
|
$956,833
|
$85,949
|
Supplemental Executive Retirement Plan
|
43.583
|
$3,011,942
|
|
|
J.H. Batten
|
Retirement Plan for Salaried Employees
|
16
|
$124,473
|
|
C.J. Eperjesy
|
Retirement Plan for Salaried Employees
|
11
|
$86,462
|
|
J.E. Feiertag
|
Retirement Plan for Salaried Employees
|
13
|
$116,096
|
|
D.J. Bratel
|
Retirement Plan for Salaried Employees
|
26.5
|
$177,440
|
Name
|
Executive Contributions in Last FY
|
Registrant Contributions in Last FY (2)
|
Aggregate Earnings in Last FY
|
Aggregate Withdrawals/ Distributions
|
Aggregate Balance at Last FYE
|
M.E. Batten (1)
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
J.H. Batten
|
$0
|
$19,588
|
$2,339
|
$0
|
$89,932
|
C.J. Eperjesy
|
$0
|
$16,632
|
$2,316
|
$0
|
$87,667
|
J.E. Feiertag
|
$0
|
$16,423
|
$2,847
|
$0
|
$105,748
|
D.J. Bratel
|
$0
|
$6,426
|
$563
|
$0
|
$22,525
|
(1)
|
Mr. M. Batten does not participate in a nonqualified defined contribution or other deferred compensation plan.
|
(2)
|
The amounts reported in the “Registrant Contributions in Last FY” column are credits to a bookkeeping account maintained by the Corporation for the benefit of the Named Executive Officer, and are included in the “All Other Compensation” figures of the Summary Compensation Table.
|
·
|
Normal or Early Retirement. The normal retirement age for US-based employees, including the Named Executive Officers, is 65. All full-time salaried employees employed before October 1, 2003 participate in the Twin Disc, Incorporated Retirement Plan for Salaried Employees and the Twin Disc, Incorporated Retirement Savings Plan for Salaried Employees. Eligibility for retirement occurs upon reaching one of the following age and service requirements: a) Age 65 with 5 years of service; b) Age 60 with 10 years of service; c) 30 years of service at any age; or d) age plus service equals 85 points. Currently Mr. M. Batten is the only Named Executive Officer eligible for retirement.
|
·
|
Death while Employed. In the event of death of a Named Executive Officer while actively employed, the executive’s estate would receive payment for any base salary earned, but not yet paid. In addition, any vacation accrual not used would also be paid to the estate.
|
·
|
Disability. In the event of termination of employment due to disability, a Named Executive Officer would receive benefits under the Corporation’s short-term and long-term disability plans, generally available to full-time salaried employees. Benefits are reduced for any social security or pension eligibility.
|
·
|
Termination for Cause. An executive is not eligible for any additional benefits at termination, unless the Compensation Committee would determine that severance payments are appropriate.
|
·
|
Voluntary Termination Prior to Retirement. An executive is not entitled to any additional forms of severance payments in the event of a voluntary termination, prior to becoming eligible for retirement.
|
·
|
Involuntary Termination (or Resignation for Good Cause) Following Change in Control. In July 2007, the Corporation entered into Change in Control Severance Agreements with each of our Named Executive Officers. The agreements provide that, following a change in control of the corporation (as defined in the agreement) if employment of the executive officer is terminated by the Corporation for any reason other than "Good Cause," or terminated by the executive for "Good Reason" within 24 months after the change in control occurs, certain benefits would become payable. These include:
|
o
|
severance as a multiple of base salary and most recent annual bonus,
|
o
|
twenty-four months of benefit continuation,
|
o
|
current value of all outstanding stock options,
|
o
|
restricted stock, and
|
o
|
performance stock and performance units immediately vest, and stock or cash is paid under the agreements as if the maximum performance objective was achieved.
|
Termination Event
|
Base Salary ($)
|
Bonus
($)
|
(1)
Non-Equity Incentive Plan
($)
|
Value of Accelerated Restricted Stock, Performance Stock, Performance Stock Units, and Stock Options
($)
|
Other Benefits
($)
|
Total
($)
|
Normal Retirement prior to a Change in Control
|
Paid through last day worked
|
$0
|
$0
|
$1,846,011 (2)
|
$3,011,942 (4)
|
$4,857,953
|
Death
|
Paid through last day worked
|
$0
|
$0
|
$3,083,001 (3)
|
$3,011,942 (4)
|
$6,094,943
|
Disability
|
Paid through last day worked
|
$0
|
$0
|
$3,083,001 (3)
|
$3,311,942 (5)
|
$6,394,943
|
Termination for Cause
|
Paid through last day worked
|
$0
|
$0 (6)
|
$0 (6)
|
$0
|
$0
|
Voluntary Termination Prior to Retirement (7)
|
Paid through last day worked
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
Involuntary Termination or Resignation for Good Cause Following Change in Control
|
Paid through last day worked
|
$0
|
$0
|
$3,477,650 (8)
|
$6,105,021 (9)
|
$9,582,671
|
(1)
|
No bonus was earned for FY2013 as performance targets were not met.
|
(2)
|
The amount in the table was calculated by adding the prorated values of the maximum cash payments for the performance stock unit awards (100% of the maximum cash payment for performance stock units payable for the performance period ending June 30, 2013 ($1,630,625), plus 2/3rds of the threshold cash payment for performance stock units payable for the performance period ending June 30, 2014 ($111,785), plus 1/3rd of the threshold cash payment for performance stock units payable for the performance period ending June 30, 2015 ($103,601)). All performance awards consisted of performance stock units and the sum of performance stock units was multiplied by $23.61, the mean of the high and low selling prices of Twin Disc shares on June 28, 2013.
|
(3)
|
Upon death or disability, performance awards immediately vest and the awards will be delivered pro-rata, based on the assumption that the maximum performance target was achieved. In addition, restricted shares become non-forfeitable. The amount in the table was calculated by adding the prorated values of the maximum cash payments for the performance stock unit awards (100% of the maximum cash payment for performance stock units payable for the performance period ending June 30, 2013 ($1,630,625), plus 2/3rds of the maximum cash payment for performance stock units payable for the performance period ending June 30, 2013 ($167,694), plus 1/3rd of the maximum cash payment for performance stock units payable for the performance period ending June 30, 2014 ($155,401)). In addition, Mr. Batten has 22,316 shares of restricted stock that vest on July 29, 2013, 8,878 shares of restricted stock that vest on July 28, 2014, and 16,455 shares of restricted stock that vest on July 27, 2015 if he remains employed with the Corporation through those dates, respectively. The maximum cash payments of the performance stock unit awards were determined by using $23.61, the mean of the high and low selling prices of Twin Disc shares on June 28, 2013, and the values of performance shares and restricted shares were determined by using $23.70, the closing price of Twin Disc shares on June 28, 2013.
|
(4)
|
This amount consists of the present value of Mr. Batten’s Supplemental Executive Retirement Benefit Plan benefits. Mr. Batten is currently retirement-eligible.
|
(5)
|
This amount is the value of six months of benefits beginning July 1, 2013 under the Corporation’s short-term disability program for salaried employees ($300,000) plus the present value of Mr. Batten’s Supplemental Executive Retirement Plan benefits ($3,011,942), as he is currently retirement-eligible.
|
(6)
|
Employees terminated for cause are not entitled to receive performance awards. This assumes Mr. Batten’s employment was terminated for cause on June 30, 2013.
|
(7)
|
Mr. Batten is retirement-eligible, so all benefits are payable under the retirement section.
|
(8)
|
Upon involuntary termination without cause or resignation for good cause after a change in control, performance stock and performance units immediately vest, and stock or cash is paid under the agreements as if the maximum performance objective was achieved. In addition, restricted stock becomes fully transferable. The value of unexercised options is payable in cash. This amount represents the total of 99,465 outstanding performance stock unit awards valued at $23.61 (the mean of the high and low selling prices of Twin Disc shares on June 28, 2013) and 47,649 outstanding restricted shares valued at $23.70 (the closing price of Twin Disc shares on June 28, 2013).
|
(9)
|
Under the Change in Control Severance Agreement, Mr. Batten is entitled to 2.5 times his base salary plus his most recent annual bonus as a severance payment ($3,059,688), benefit continuation for 24 months ($33,391) and his benefits under his Supplemental Executive Retirement Plan, ($3,011,942) as he is retirement-eligible.
|
Termination Event
|
Base Salary ($)
|
Bonus
($)
|
(1)
Non-Equity Incentive Plan
($)
|
Value of Accelerated Restricted Stock, Performance Stock and Performance Stock Units, and Stock Options
($)
|
Other Benefits
($)
|
Total
($)
|
Normal Retirement prior to a Change in Control
|
Not Eligible on 6/30/13
|
Not Eligible on 6/30/13
|
Not Eligible on 6/30/13
|
Not Eligible on 6/30/13
|
Not Eligible on 6/30/13
|
Not Eligible on 6/30/13
|
Death
|
Paid through last day worked
|
$0
|
$0
|
$1,827,643 (2)
|
$0
|
$1,827,643
|
Disability
|
Paid through last day worked
|
$0
|
$0
|
$1,837,643 (2)
|
$271,432 (3)
|
$2,109,075
|
Termination for Cause
|
Paid through last day worked
|
$0
|
$0 (4)
|
$0 (4)
|
$0
|
$0
|
Voluntary Termination Prior to Retirement
|
Paid through last day worked
|
$0
|
$0
|
$820,011 (5)
|
$0
|
$820,011
|
Involuntary Termination or Resignation for Good Cause Following Change in Control
|
Paid through last day worked
|
$0
|
$0
|
$2,070,394 (6)
|
$ 1,312,392 (7)
|
$3,382,786
|
(1)
|
No bonus was earned for FY2013 as the performance targets were not met.
|
(2)
|
Upon death or disability, performance awards immediately vest and the awards will be delivered pro-rata, based on the assumption that the maximum performance target was achieved. In addition, restricted shares become non-forfeitable. The amount in the table was calculated by adding the prorated values of the maximum cash payments for the performance stock unit awards (100% of the maximum cash payment for performance stock units payable for the performance period ending June 30, 2013 ($294,488), plus 2/3rds of the maximum cash payment for performance stock units payable for the performance period ending June 30, 2014 ($30,866), plus 1/3rd of the maximum cash payment for performance stock units payable for the performance period ending June 30, 2015 ($28,600)), plus the value of the prorated maximum number of shares issuable under the performance stock awards (100% of the maximum shares issuable under the performance stock awards for the performance period ending June 30, 2013 (22,174 shares), plus 2/3rds of the maximum shares issuable under the performance stock awards for the performance period ending June 30, 2014 (3,050 shares), plus 1/3rd of the maximum shares issuable under the performance stock awards for the performance period ending June 30, 2015 (2,827 shares)). In addition, Mr. Batten has 16,090 shares of restricted stock that vest on July 29, 2013, 5,446 shares of restricted stock that vest on July 28, 2014, and 12,594 shares of restricted stock that vest on July 27, 2015 if he remains employed with the Corporation through those dates, respectively. The maximum cash payments of the performance stock unit awards were determined by using $23.61, the mean of the high and low selling prices of Twin Disc shares on June 28, 2013, and the values of performance shares and restricted shares were determined by using $23.70, the closing price of Twin Disc shares on June 28, 2013.
|
(3)
|
Of this amount, $181,500 is the value of six months of benefits beginning July 1, 2013 under the Corporation’s short-term disability program for salaried employees. Any benefits payable after six months are provided by a fully-insured disability carrier. The remainder of this amount is the June 30, 2013 value of Mr. Batten’s benefit under the Supplemental Executive Retirement Plan (“SERP”), which vests upon termination of employment due to disability but is not payable until the date that Mr. Batten would have attained early or normal retirement age under the SERP.
|
(4)
|
Employees terminated for cause are not eligible for performance awards. This assumes Mr. Batten was involuntarily terminated for cause on June 30, 2013.
|
(5)
|
This amount reflects performance stock and performance unit awards payable for the performance period ending June 30, 2013. These awards vested at the maximum performance target.
|
(6)
|
Upon involuntary termination without cause or resignation for good cause after a change in control, performance stock and performance units immediately vest, and stock or cash is paid under the agreements as if the maximum performance objective was achieved. In addition, restricted stock becomes fully transferable. This amount represents the total of outstanding shares and units, which consists of restricted shares (34,130) and performance stock (35,229) valued at $23.70 (the closing price of Twin Disc shares on June 28, 2013), and performance stock units (18,068) valued at $23.61 (the mean of the high and low selling prices of Twin Disc shares on June 30, 2013).
|
(7)
|
Under the Change in Control Severance Agreement, Mr. Batten is entitled to 2.0 times his base salary plus most recent annual bonus as severance payments ($1,263,076) plus benefit continuation for 24 months ($49,316).
|
Termination Event
|
Base Salary ($)
|
Bonus
($)
|
(1)
Non-Equity Incentive Plan
($)
|
Value of Accelerated Restricted Stock, Performance Stock, Performance Stock Units, and Stock Options
($)
|
Other Benefits
($)
|
Total
($)
|
Normal Retirement prior to a Change in Control
|
Not eligible on 6/30/13
|
Not eligible on 6/30/13
|
Not eligible on 6/30/13
|
Not eligible on 6/30/13
|
Not eligible on 6/30/13
|
Not eligible on 6//30/13
|
Death
|
Paid through last day worked
|
$0
|
$0
|
$1,345,890 (2)
|
$0
|
$1,345,890
|
Disability
|
Paid through last day worked
|
$0
|
$0
|
$1,345,890 (2)
|
$231,146 (3)
|
$1,577,036
|
Termination for Cause
|
Paid through last day worked
|
$0
|
$0 (4)
|
$0 (4)
|
$0
|
$0
|
Voluntary Termination Prior to Retirement
|
Paid through last day worked
|
$0
|
$0
|
$565,585 (5)
|
$0
|
$565,585
|
Involuntary Termination or Resignation for Good Cause Following Change in Control
|
Paid through last day worked
|
$0
|
$0
|
$1,527,714 (6)
|
$1,172,278 (7)
|
$2,699,992
|
(1)
|
No bonus was earned for FY2013 as the performance targets were not met.
|
(2)
|
Upon death or disability, performance awards immediately vest and the awards will be delivered pro-rata, based on the assumption that the maximum performance target was achieved. In addition, restricted shares become non-forfeitable. The amount in the table was calculated by adding the prorated values of the maximum cash payments for the performance stock unit awards (100% of the maximum cash payment for performance stock units payable for the performance period ending June 30, 2013 ($203,117), plus 2/3rds of the maximum cash payment for performance stock units payable for the performance period ending June 30, 2014 ($22,398), plus 1/3rd of the maximum cash payment for performance stock units payable for the performance period ending June 30, 2015 ($21,595)), plus the value of the prorated maximum number of shares issuable under the performance stock awards (100% of the maximum shares issuable under the performance stock awards for the performance period ending June 30, 2013 (15,294 shares), plus 2/3rds of the maximum shares issuable under the performance stock awards for the performance period ending June 30, 2014 (2,215 shares), plus 1/3rd of the maximum shares issuable under the performance stock awards for the performance period ending June 30, 2015 (2,135 shares). In addition, Mr. Eperjesy has 12,339 shares of restricted stock that vest on July 29, 2013, 3,954 shares of restricted stock that vest on July 28, 2014, and 10,425 shares of restricted stock that vest on July 27, 2015 if he remains employed with the Corporation through those dates, respectively. The maximum cash payments of the performance stock unit awards were determined by using $23.61, the mean of the high and low selling prices of Twin Disc shares on June 28, 2013, and the values of performance shares and restricted shares were determined by using $23.70, the closing price of Twin Disc shares on June 28, 2013.
|
(3)
|
Of this amount, $143,479 is the value of six months of benefits beginning July 1, 2013 under the Corporation’s short-term disability program for salaried employees. Any benefits payable after six months are provided by a fully-insured disability carrier. The remainder of this amount is the June 30, 2013 value of Mr. Eperjesy’s benefit under the Supplemental Executive Retirement Plan (“SERP”), which vests upon termination of employment due to disability but is not payable until the date that Mr. Eperjesy would have attained early or normal retirement age under the SERP.
|
(4)
|
Employees terminated for cause are not eligible for performance awards. This assumes Mr. Eperjesy was involuntarily terminated for cause on June 30, 2013.
|
(5)
|
This amount reflects performance stock and performance unit awards payable for the performance period ending June 30, 2013. These awards vested at the maximum performance target.
|
(6)
|
Upon involuntary termination without cause or resignation for good cause after a change in control, performance stock and performance units immediately vest, and stock or cash is paid under the agreements as if the maximum performance objective was achieved. In addition, restricted stock becomes fully transferable. This amount represents the total of outstanding shares and units, which consists of restricted shares (26,718) and performance stock (25,021) valued at $23.70 (the closing price of Twin Disc shares on June 28, 2013), and performance stock units (12,770) valued at $23.61 (the mean of the high and low selling prices of Twin Disc shares on June 28, 2013).
|
(7)
|
Under the Change in Control Severance Agreement, Mr. Eperjesy is entitled to 2.0 times the sum of his base salary plus his most recent annual bonus as a severance payment ($1,123,632), plus benefit continuation ($48,646) for 24 months.
|
Termination Event
|
Base Salary ($)
|
Bonus
($)
|
(1)
Non-Equity Incentive Plan
($)
|
Value of Accelerated Restricted Stock, Performance Stock and Performance Stock Units, and Stock Options
($)
|
Other Benefits
($)
|
Total
($)
|
Normal Retirement prior to a Change in Control
|
Not eligible on 6/30/13
|
Not eligible on 6/30/13
|
Not eligible on 6/30/13
|
Not eligible on 6/30/13
|
Not eligible on 6/30/13
|
Not eligible on 6/30/13
|
Death
|
Paid through last day worked
|
$0
|
$0
|
$1,262,062 (2)
|
$0
|
$1,262,062
|
Disability
|
Paid through last day worked
|
$0
|
$0
|
$1,262,062 (2)
|
$259,995 (3)
|
$1,522,057
|
Termination for Cause
|
Paid through last day worked
|
$0
|
$0 (4)
|
$0 (4)
|
$0
|
$0
|
Voluntary Termination Prior to Retirement
|
Paid through last day worked
|
$0
|
$0
|
$565,585 (5)
|
$0
|
$565,585
|
Involuntary Termination or Resignation for Good Cause Following Change in Control
|
Paid through last day worked
|
$0
|
$0
|
$1,436,295 (6)
|
$1,133,280 (7)
|
$2,569,575
|
(1)
|
No bonus was earned for FY 2013 as the performance targets were not met.
|
(2)
|
Upon death or disability, performance awards immediately vest and the awards will be delivered pro-rata, based on the assumption that the maximum performance target was achieved. In addition, restricted shares become non-forfeitable. The amount in the table was calculated by adding the prorated values of the maximum cash payments for the performance stock unit awards (100% of the maximum cash payment for performance stock units payable for the performance period ending June 30, 2013 ($203,117), plus 2/3rds of the maximum cash payment for performance stock units payable for the performance period ending June 30, 2014 ($21,501), plus 1/3rd of the maximum cash payment for performance stock units payable for the performance period ending June 30, 2015 ($20,690)), plus the value of the prorated maximum number of shares issuable under the performance stock awards (100% of the maximum shares issuable under the performance stock awards for the performance period ending June 30, 2013 (15,294 shares), plus 2/3rds of the maximum shares issuable under the performance stock awards for the performance period ending June 30, 2014 (2,126 shares), plus 1/3rd of the maximum shares issuable under the performance stock awards for the performance period ending June 30, 2015 (2,045 shares). In addition, Mr. Feiertag has 11,339 shares of restricted stock that vest on July 29, 2013, 3,795 shares of restricted stock that vest on July 28, 2014, and 8,302 shares of restricted stock that vest on July 27, 2015 if he remains employed with the Corporation through those dates, respectively. The maximum cash payments of the performance stock unit awards were determined by using $23.61, the mean of the high and low selling prices of Twin Disc shares on June 28, 2013, and the values of performance shares and restricted shares were determined by using $23.70, the closing price of Twin Disc shares on June 28, 2013.
|
(3)
|
Of this amount, $154,247 is the value of six months of benefits beginning July 1, 2013 under the Corporation’s short-term disability program for salaried employees. Any benefits payable after six months are provided by a fully-insured disability carrier. The remainder of this amount is the June 30, 2013 value of Mr. Feiertag’s benefit under the Supplemental Executive Retirement Plan (“SERP”), which vests upon termination of employment due to disability but is not payable until the date that Mr. Feiertag would have attained early or normal retirement age under the SERP.
|
(4)
|
Employees terminated for cause are not eligible for performance awards. This assumes Mr. Feiertag was involuntarily terminated for cause on June 30, 2013.
|
(5)
|
This amount reflects performance stock and performance unit awards payable for the performance period ending June 30, 2013. These awards vested at the maximum performance target.
|
(6)
|
Upon involuntary termination without cause or resignation for good cause after a change in control, performance stock and performance units immediately vest, and stock or cash is paid under the agreements as if the maximum performance objective was achieved. In addition, restricted stock becomes fully transferable. This amount represents the total of outstanding shares and units, which consists of restricted shares (23,436) and performance stock (24,617) valued at $23.70 (the closing price of Twin Disc shares on June 28, 2013), and performance stock units (12,598) valued at $23.61 (the mean of the high and low selling prices of Twin Disc shares on June 28, 2013).
|
(7)
|
Under the Change in Control Severance Agreement, Mr. Feiertag is entitled to 2.0 times the sum of his base salary plus his most recent bonus as a severance payment ($1,114,878), plus benefit continuation ($18,402) for 24 months.
|
Termination Event
|
Base Salary ($)
|
Bonus
($)
|
(1)
Non-Equity Incentive Plan
($)
|
Value of Accelerated Restricted Stock, Performance Stock and Performance Stock Units, and Stock Options
($)
|
Other Benefits
($)
|
Total
($)
|
Normal Retirement prior to a Change in Control
|
Not eligible on 6/30/13
|
Not eligible on 6/30/13
|
Not eligible on 6/30/13
|
Not eligible on 6/30/13
|
Not eligible on 6/30/13
|
Not eligible on 6/30/13
|
Death
|
Paid through last day worked
|
$0
|
$0
|
$707,350(2)
|
$0
|
$707,350
|
Disability
|
Paid through last day worked
|
$0
|
$0
|
$707,350 (2)
|
$130,650 (3)
|
$838,000
|
Termination for Cause
|
Paid through last day worked
|
$0
|
$0
|
$0 (4)
|
$ 0
|
$0
|
Voluntary Termination Prior to Retirement (7)
|
Paid through last day worked
|
$0
|
$0
|
$271,562 (5)
|
N/A
|
$271,562
|
Involuntary Termination or Resignation for Good Cause Following Change in Control
|
Paid through last day worked
|
$0
|
$0
|
$810,595 (6)
|
$583,759 (7)
|
$1,394,354
|
(1)
|
No bonus was earned for FY 2013 as the performance targets were not met.
|
(2)
|
Upon death or disability, performance awards immediately vest and the awards will be delivered pro-rata, based on the assumption that the maximum performance target was achieved. In addition, restricted shares become non-forfeitable. The amount in the table was calculated by adding the prorated values of the maximum cash payments for the performance stock unit awards (100% of the maximum cash payment for performance stock units payable for the performance period ending June 30, 2013 ($97,509), plus 2/3rds of the maximum cash payment for performance stock units payable for the performance period ending June 30, 2014 ($12,639), plus 1/3rd of the maximum cash payment for performance stock units payable for the performance period ending June 30, 2015 ($12,285)), plus the value of the prorated maximum number of shares issuable under the performance stock awards (100% of the maximum shares issuable under the performance stock awards for the performance period ending June 30, 2013 (7,344 shares), plus 2/3rds of the maximum shares issuable under the performance stock awards for the performance period ending June 30, 2014 (1,250 shares), plus 1/3rd of the maximum shares issuable under the performance stock awards for the performance period ending June 30, 2015 (1,215 shares)). In addition, Mr. Bratel has 8,004 shares of restricted stock that vest on July 29, 2013, 2,229 shares of restricted stock that vest on July 28, 2014, and 4,638 shares of restricted stock that vest on July 27, 2015 if he remains employed with the Corporation through those dates, respectively. The maximum cash payments of the performance stock unit awards were determined by using $23.61, the mean of the high and low selling prices of Twin Disc shares on June 28, 2013, and the values of performance shares and restricted shares were determined by using $23.70, the closing price of Twin Disc shares on June 28, 2013.
|
(3)
|
Of this amount, $108,125 is the value of six months of benefits beginning July 1, 2013 under the Corporation’s short-term disability program for salaried employees. Any benefits payable after six months are provided by a fully-insured disability carrier. The remainder of this amount is the June 30, 2013 value of Mr.Bratel’s benefit under the Supplemental Executive Retirement Plan (“SERP”), which vests upon termination of employment due to disability but is not payable until the date that Mr. Bratel would have attained early or normal retirement age under the SERP.
|
(4)
|
Employees terminated for cause are not eligible for performance awards. This assumes Mr. Bratel was involuntarily terminated for cause on June 30, 2013.
|
(5)
|
This amount reflects performance stock and performance unit awards payable for the performance period ending June 30, 2013. These awards vested at the maximum performance target.
|
(6)
|
Upon involuntary termination without cause or resignation for good cause after a change in control, performance stock and performance units immediately vest, and stock or cash is paid under the agreements as if the maximum performance objective was achieved. In addition, restricted stock becomes fully transferable. This amount represents the total of outstanding shares and units, which consists of restricted shares (14,871) and performance stock (12,862) valued at $23.70 (the closing price of Twin Disc shares on June 28, 2013), and performance stock units (6,494) valued at $23.61 (the mean of the high and low selling prices of Twin Disc shares on June 28, 2013).
|
(7)
|
Under the Change in Control Severance Agreement, Mr. Bratel is entitled to 1.5 times the sum of his base salary plus his most recent bonus as a severance payment ($535,113), plus benefit continuation ($48,646) for 24 months.
|
Name
|
Year
|
Fees Earned or Paid in Cash
|
Value(1) of Stock Awards
|
Option Awards
|
Non-Equity Incentive Plan Compensation
|
Change in Pension Value and Non-qualified Deferred Compensation Earnings
|
All Other Compensation
|
Total
|
Michael Doar
|
2013
|
$53,750
|
$50,000
|
$103,750
|
||||
Malcolm Moore
|
2013
|
$55,250
|
$50,000
|
$105,250
|
||||
David Rayburn
|
2013
|
$53,750
|
$50,000
|
$103,750
|
||||
Michael Smiley
|
2013
|
$48,750
|
$50,000
|
$98,750
|
||||
Harold Stratton II
|
2013
|
$53,750
|
$50,000
|
$103,750
|
||||
David Zimmer
|
2013
|
$58,750
|
$50,000
|
$108,750
|
(1)
|
Value of Stock Awards is computed in accordance with Financial Accounting Standards Board ASC Topic 718.
|
Plan Category
|
# of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
Weighted Average Price of Outstanding Options, Warrants and Rights
|
# of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
|
Equity Compensation Plans Approved by Shareholders
|
69,878 (1)
|
$14.88
|
541,476
|
Equity Compensation Plans Not Approved By Shareholders
|
0
|
N/A
|
0
|
TOTAL
|
69,878 (1)
|
$14.88
|
541,476
|
(1)
|
Includes 21,600 non-qualified stock options awarded under the Twin Disc, Incorporated 2004 Stock Incentive Plan for Non-Employee Directors. Also includes 32,110 shares of performance stock that may be issued as of June 30, 2014 under the Twin Disc, Incorporated 2010 Stock Incentive Plan (as amended), assuming the maximum performance goals are achieved. As of June 30, 2013, the Corporation believes that it is unlikely that the threshold performance goals will be achieved. Also includes 16,168 shares of performance stock that may be issued as of June 30, 2015 under the Twin Disc, Incorporated 2010 Stock Incentive Plan, assuming the maximum performance level will be achieved. As of June 30, 2013, the Corporation believes that it is unlikely that the threshold performance goals will be achieved. Because performance stock awards do not have an exercise price, the weighted-average exercise price does not take performance stock awards into account.
|
3M Company
|
7-Eleven
|
A&P
|
A. H. Belo
|
A.O. Smith Corp
|
A.T. Cross
|
AAF International
|
AAR Corporation
|
AB Mauri Food Inc.
|
Abbott Laboratories
|
Accenture
|
ACH Food Companies
|
Acme Industries
|
Acuity Brands Inc
|
ACUMED LLC
|
Adobe Systems Inc
|
ADTRAN Incorporated
|
Advance Auto Parts Inc
|
Advanced Micro Devices
|
Aeropostale
|
Affinia Group Intermediate Holdings Inc.
|
AGCO Corp
|
Agilent Technologies Inc
|
Agrium
|
Air Liquide
|
Air Products & Chemicals Inc
|
Aker Solutions
|
AKSteel Holding Corp
|
Akzo Nobel, Inc.
|
Albemarle Corp
|
Alcatel Lucent
|
Alcoa Inc
|
Alcon Laboratories
|
Alexander & Baldwin
|
Alfa Laval, Inc.
|
Allegheny Technologies Inc
|
Allergan Inc
|
Alliant Techsystems
|
Alstom Power US - Alstom Transport
|
Amazon.com
|
Amcor PET Packaging, Inc.
|
American Crystal Sugar
|
American Dehydrated Foods Inc
|
American Greetings Corporation
|
Ameron
|
Ames True Temper
|
AMETEK Inc
|
Amgen Inc
|
Amkor Technology Inc
|
Amphenol Corp
|
Amway
|
Analog Devices
|
Andersen Corporation
|
ANH Refractories Company
|
Anixter Intl Inc
|
AOC LLC
|
AOL
|
APL
|
Apple Inc
|
Appleton Papers
|
Applied Materials Inc
|
Applied Signal Technology
|
AptarGroup Inc
|
ARAMARK
|
Archer Daniels Midland
|
Arctic Cat
|
Armstrong World Industries, Inc.
|
Arrow Electronics Inc
|
ArvinMeritor Inc
|
Asahi Kasei Plastics N.A. Inc.
|
ASCO - Valve
|
Ash Grove Cement Company
|
AstraZeneca
|
AT&T
|
Autoliv Inc
|
Automatic Data Processing
|
Avanade
|
Avery Dennison Corporation
|
Avis Budget Group
|
Avon Products Inc
|
Axsys
|
AZZ Inc.
|
B Braun Medical Inc
|
B/E Aerospace Inc
|
Bacardi U.S.A., Inc.
|
BAE Systems, Inc. Land & Armaments
|
Baldor Electric Company
|
Ball Corporation
|
Barilla America Inc
|
Barnes Group
|
Barrick Gold of North America
|
Basler Electric Company
|
Baxter International Inc
|
Bayer CropScience
|
Beckman Coulter Inc
|
Becton Dickinson & Co
|
Belo
|
Bemis Mfg Company
|
Benchmark Electronics Inc
|
Benjamin Moore & Company
|
Berry Plastics Corp
|
Berwick Offray LLC
|
Best Buy
|
Big Lots
|
Bimbo Bakeries USA
|
Biogen Idec Inc
|
Biomet
|
Bio-Rad Laboratories Inc
|
BJ's Wholesale Club
|
Blockbuster
|
Blyth
|
BMW Manufacturing Corporation
|
Boehringer Ingelheim
|
Boeing Co
|
Boise Cascade, LLC
|
Boise Inc.
|
Bombardier Transportation
|
Borg Warner
|
Bosch Rexroth Corporation
|
Boston Scientific Corp
|
Bovis Lend Lease
|
Bradley Corporation
|
Brady Corporation
|
Briggs & Stratton Corporation
|
Bristol-Myers Squibb Co
|
Broadcom Corp
|
Broadridge Financial Solutns
|
Brocade Communications Sys
|
Brown Shoe Co Inc
|
Brown-Forman Corporation
|
Brunswick Corporation
|
BSH Home Appliances Corporation
|
Bucyrus International Inc
|
Burlington Northern Santa Fe
|
Bush Brothers
|
C.H. Robinson Worldwide
|
C.R. Bard Inc
|
Cabot Corp
|
Cadbury
|
Calgon Carbon
|
Callaway Golf Company
|
Cameron International
|
Campbell Soup Co
|
Cardinal Health, Inc.
|
CareFusion Corporation
|
Cargill, Inc.
|
Carhartt Inc
|
CaridianBCT, Inc
|
Carlisle Cos Inc
|
Carlson Companies
|
Carmeuse North America
|
Carnival
|
Carpenter Technology Corporation
|
Carter's Inc
|
Cascade Engineering
|
Catalent Pharma Solutions
|
Caterpillar Inc
|
Celgard Inc
|
Celgene Corp
|
Cemex, Inc. US
|
Central Garden & Pet Co
|
CenturyLink
|
Cenveo Inc
|
Cephalon Inc
|
Cerner Corp
|
CFIndustries Holdings Inc
|
CH2M Hill
|
Chemtreat Inc
|
Chemtura Corporation
|
Chiquita Brands International, Inc.
|
Choice Hotels International
|
CHS Inc
|
Church & Dwight Co., Inc.
|
Cimarex Energy
|
Cinetic Automation
|
Cinetic Sorting Corp.
|
Cintas
|
Cisco Systems
|
Citrix Systems Inc
|
Clearwater Paper Corporation
|
Cliffs Natural Resources
|
Clorox Co
|
COACH
|
Coats North America
|
Coca Cola Co
|
Coca-Cola Bottling Co. Consolidated
|
Colgate-Palmolive Company
|
Columbia Sportswear
|
Columbian Chemicals Company
|
Commercial Metals
|
Commonwealth Brands, Inc.
|
CommScope Inc
|
Community Coffee Company, LLC
|
ConAgra Foods, Inc.
|
Constellation Brands, Inc.
|
Continental Automotive Systems
|
ConvaTec
|
Convergys
|
Cook Communications Ministries
|
Cooper Industries
|
Cooper Tire & Rubber Co
|
Cooper-Standard Holdings Inc.
|
CooperVision, Inc.
|
Corn Products
|
Corning Inc
|
Covance
|
Covidien
|
Cox Enterprises
|
Cox Target Media
|
Crane Co
|
Cree, Inc.
|
Crocs, Inc.
|
Crown Castle
|
CSR
|
CSX
|
CTS Corporation
|
Cubic Corporation
|
Cummins Inc
|
Curtiss-Wright Corporation
|
CVS Caremark
|
Cytec Industries Inc
|
Daiichi Sankyo
|
Dal-Tile Inc
|
Dana Holding Corp
|
Danaher Corp
|
Danaher Motion
|
Dannon
|
Darden Restaurants
|
Dassault Falcon Jet Corporation
|
Day & Zimmermann
|
Dean Foods Company
|
Deckers Outdoor Corporation
|
Deere & Company
|
Del Monte Foods
|
Dell
|
Delta Air Lines
|
Deluxe Corporation
|
Denny's
|
Denso International America
|
DENTSPLY Internatl Inc
|
Dex One
|
Diageo North America
|
Diebold, Incorporated
|
Dionex
|
Disney Consumer Products
|
Diversey, Inc.
|
Dole Food Company, Inc.
|
Domtar Corporation
|
Donaldson Company Inc
|
Dover Corp
|
Dow Chemical
|
Dow Corning
|
Dr Pepper Snapple Group Inc
|
Dresser-Rand Group Inc
|
DuPont
|
E. I. du Pont de Nemours and Company
|
E.W. Scripps
|
Eastman Chemical Co
|
Eastman Kodak Co
|
Eaton Corporation
|
Echostar Corp
|
Ecolab Inc
|
Edwards Lifesciences, LLC
|
Eisai
|
Eli Lilly & Co
|
Elizabeth Arden, Inc.
|
Elkay Manufacturing Company
|
Elster AMCO Water, Inc.
|
Elster American Meter Company
|
Elster Electricity LLC
|
EMC Corp
|
EMCOR Group
|
Emerson Climate Technologies, Inc.
|
Emerson Electric
|
EMI Music
|
Energizer Holdings Inc
|
Enpro Industries (Fairbanks Morse Engine)
|
Equifax
|
Equity Office Properties
|
ESCO Corporation
|
ESCO Technologies
|
Essilor of America
|
Estee Lauder Companies, Inc.
|
Esterline Technologies Corp
|
Etnyre International Ltd
|
Evergreen Packaging
|
Evraz Inc.
|
Exact Software North America LLC
|
Exide Technologies
|
Express Scripts
|
Exterran
|
Fair Isaac
|
Fairchild Controls
|
Fairfield Manufacturing
|
FANUC Robotics America
|
Farmland Foods Inc
|
Federal-Mogul Corporation
|
FedEx Office
|
FEI Company
|
Fender Musical Instruments
|
Fenwal, Inc.
|
Ferrero USA
|
Ferro Corp
|
Fiberweb
|
Fidelity National Information Services
|
First Solar
|
Fiserv
|
Fiskars Brands, Inc.
|
Fleetwood Group
|
Flexcon Company Inc
|
Flexible Steel Lacing Company
|
Flowers Foods Inc
|
Flowserve Corporation
|
Fluor
|
FMC Corp
|
Ford
|
Forest Laboratories
|
Fortune Brands
|
Fossil Inc
|
Foster Poultry Farms
|
Franklin International
|
Freeport-McMoRan Copper & Gold
|
Fresenius Medical Care NA
|
Friendly Ice Cream Corporation
|
GAF Materials
|
Gannett Co
|
Gap
|
Gardner Denver
|
GATX
|
Gavilon
|
GE Healthcare
|
GenCorp, Inc.
|
General Atomics
|
General Cable Corp
|
General Dynamics
|
General Mills
|
General Motors
|
General Nutrition Inc -- Manufacturing (GNC)
|
Genzyme Corp
|
Georg Fischer Signet LLC
|
Georgia Gulf Corp
|
Gerdau Ameristeel
|
Getty Images
|
Gibraltar Industries, Inc.
|
Gilbarco, Inc.
|
Gilead Sciences Inc
|
Givaudan US
|
GKN America Corporation
|
Glatfelter Company
|
GlaxoSmithKline
|
GOJO Industries Inc
|
Gold Eagle Company
|
Goodman Manufacturing
|
Goodrich Corporation
|
Goodyear Tire & Rubber Co
|
Gorton's
|
Graco Inc
|
Graham Packaging Company
|
Grande Cheese Company
|
Graphic Packaging Holding Co
|
Greene, Tweed & Co.
|
Greenheck Fan Corporation
|
Greif Inc
|
Gruma
|
Grupo Ferrovial
|
GTECH Corporation
|
GXS
|
H. J. Heinz Company
|
H.B. Fuller
|
Hanesbrands, Inc.
|
Hannaford
|
Harland Clarke
|
Harley-Davidson, Inc.
|
Harman International Industries Inc.
|
Harsco Corporation
|
Harvey Industries
|
Hasbro, Inc.
|
Hayward Industries, Inc.
|
HBO*
|
Hendrickson International
|
Henkel Corporation
|
Henkel of America
|
Herman Miller, Inc.
|
Hertz
|
Hewlett-Packard Co
|
Hexion Specialty Chemicals, Inc.
|
High Industries Inc
|
High Liner Foods Inc.
|
Hill Phoenix
|
Hilti Inc
|
Hilton Worldwide
|
Hitachi America, Ltd.
|
Hitachi Data Systems
|
HNI Corporation
|
HNTB
|
Hoffmann-La Roche
|
Holden Industries Inc
|
Hologic Inc
|
Home Depot Inc
|
Honeywell International Inc
|
Hormel Foods Corporation
|
Hospira Inc
|
Hostess Brands, Inc.
|
Houghton Mifflin Harcourt Publishing
|
Hubbell Inc
|
Hu-Friedy Manufacturing Company, Inc.
|
Hunt Consolidated
|
Hunter Douglas Inc.
|
Hunter Industries
|
Huntsman Corp
|
Husky Injection Molding Systems
|
Hutchinson Technology Incorporated
|
Hyatt Hotels
|
Hyundai Motor Manufacturing of Alabama
|
IBM
|
IDEX Corporation
|
IDEXX Laboratories Inc
|
IKON Office Solutions
|
Illinois Tool Works Inc
|
IMAX Corporation
|
IMS Health
|
Infragistics
|
Ingersoll-Rand Company Limited
|
Ingram Industries, Inc.
|
Ingram Micro Inc
|
In-Sink-Erator
|
Insurance Auto Auctions
|
Intel Corp
|
Interbake Foods Inc
|
Intercontinental Hotels
|
InterMetro Industries Corp
|
International Business Machines Corp
|
International Flavors & Fragrances
|
International Game Technology
|
International Imaging Materials, Inc.
|
International Paper Company
|
Intertape Polymer Group
|
Intuit Inc
|
Invacare Corp
|
Invensys Controls
|
ION Geophysical
|
Iron Mountain
|
Irvine Company
|
Itron Inc
|
ITT Corp
|
J J Keller & Associates Inc
|
J R Simplot Company
|
J. Crew
|
J.M. Smucker
|
J.R. Simplot
|
Jabil Circuit, Inc.
|
Jack in the Box
|
Jacobs Engineering
|
James Hardie Building Products
|
Jarden Corp
|
JM Family
|
Jockey International, Inc.
|
John Crane Inc
|
John Wiley & Sons Inc
|
Johns Manville
|
Johnson & Johnson
|
Johnson Controls Inc
|
Jones Apparel Group Inc
|
Jostens Inc
|
Joy Global, Inc.
|
Juniper Networks Inc
|
Kalsec Inc
|
Kaman Industrial Technologies
|
KBR
|
Keihin North America
|
Kellogg Company
|
Kerry, Inc. US
|
Kewaunee Scientific Corporation
|
Keystone Automotive Industries
|
Keystone Foods Corporation
|
KI, Inc
|
KIK Custom Products
|
Kimberly-Clark Corporation
|
Kinetic Concepts Inc
|
King Pharmaceuticals Inc
|
Kingston Technology
|
Kinross Gold
|
KLA-Tencor
|
Klein Tools
|
Knowles Electronics
|
Koch Industries
|
Kohler Company
|
Kohl's
|
Komatsu America Corp
|
Kone, Inc. (USK) US
|
Kraft Foods Inc
|
Kyocera America, Inc.
|
L.L. Bean
|
L-3 Communications
|
Lab Volt Systems
|
Lafarge North America
|
Lake Region Medical
|
Lance Inc
|
Land O'Lakes, Inc.
|
Lantech.com
|
LANXESS Corporation US
|
Lear Corp
|
Leggett & Platt Inc
|
Lennox International, Inc.
|
Leprino Foods Company
|
Level 3 Communications
|
Levi Strauss & Co
|
Lexmark Intl Inc
|
LG Electronics USA, Inc.
|
Life Technologies Corp
|
Limited Brands
|
Lincoln Electric Hldgs Inc
|
Lindt & Sprungli (USA) Inc.
|
Link-Belt Construction Equipment Company
|
Littelfuse Inc
|
Little Lady Foods
|
LKQ Corp
|
Lockheed Martin Corp
|
Lonza North America Inc.
|
Lorillard Inc
|
Louisiana-Pacific Corporation
|
Lozier Corporation
|
LSG Sky Chefs
|
LSI Corp
|
Lubrizol Corporation
|
Luck Stone Corporation - Charles Luck Stone Centers
|
Lutron Electronics
|
Luvata Franklin, Inc.
|
MAG Industrial Automation Systems
|
Magellan Midstream Partners
|
Malco Products Inc
|
Malt-O-Meal
|
Manitowoc Co
|
MANN+HUMMEL USA, Inc.
|
Markem-Imaje
|
Marriott International
|
Mars North America
|
Masco Corp
|
Master Halco
|
Mattel Inc
|
Matthews International
|
Maxim Integrated Products Inc
|
McAfee Inc
|
McClatchy
|
McCormick & Company Inc
|
McDermott
|
McDonald's
|
McGraw-Hill Companies
|
McKesson
|
MeadWestvaco Corporation
|
Medicines Company
|
Medline Industries
|
Medlmmune
|
Medtronic
|
Merck & Co.
|
Merit Medical Systems
|
Merrill Corporation
|
MetalTek International
|
Mettler-Toledo Intl Inc
|
M-I SWACO
|
Michael Foods Inc
|
Michelin North America, Inc.
|
Micron Technology Inc
|
Microsoft
|
Milacron
|
Millennium Inorganic Chemicals
|
MillerCoors LLC
|
Millipore
|
Mine Safety Appliances Company
|
Mission Foods
|
Mitsubishi Motor Manufacturing
|
Mizuno USA
|
Mohawk Industries Inc.
|
Molex
|
Molson Coors Brewing Company
|
Molycorp Minerals
|
Momentive Performance Materials Inc.
|
Monsanto Co
|
Moog Inc
|
Mosaic
|
Motorola Inc
|
MTD Products Inc
|
MTS Systems Corporation
|
Mueller Industries Inc
|
Murphy Oil
|
MWH Global
|
Mylan Inc
|
NACCO Industries Inc
|
Nalco Holding Company
|
National Tobacco Company
|
Nature's Sunshine Products Inc
|
Nautilus, Inc.
|
Navistar International Corp
|
NBTY Inc
|
NCH Corporation
|
NCR Corp
|
Nestlé USA, Inc.
|
NetJets
|
New York Times Co
|
Newell Rubbermaid Inc
|
Newmont Mining
|
NewPage Corp
|
NIKE
|
Nissan North America
|
Nissin Foods (USA) Co Inc
|
Nokia
|
Noranda Aluminum
|
Nordson Corporation
|
Norfolk Southern
|
Northrop Grumman Corp
|
Novartis
|
Novell
|
Novo Nordisk Inc.
|
Nucor Corp
|
Nutricia North America
|
NVIDIA Corp
|
Nycomed US
|
Nypro
|
Occidental Petroleum
|
Ocean Spray Cranberries, Inc.
|
Oerlikon Balzers Coating USA, Inc.
|
Office Depot
|
Ohly Americas
|
Oil States Industries, Inc.- Arlington
|
Oil-Dri Corporation of America
|
Omnova Solutions Inc
|
ON Semiconductor Corp
|
Orange Business Services
|
Orbital Science Corporation
|
Oshkosh Corporation
|
OSI Industries, LLC
|
Owens Corning
|
Owens-Illinois Inc
|
Oxford Industries
|
PACCAR
|
Packaging Corporation of America
|
Pactiv Corp
|
Pall Corporation
|
Panduit Corporation
|
Parker Hannifin Corporation
|
Parsons
|
Patterson Companies
|
Pearson Education
|
Peet's Coffee & Tea
|
Pentair Inc
|
Pepsi Bottling Group Inc
|
PepsiCo Inc
|
PerkinElmer Inc
|
Pervasive Software
|
PetSmart
|
Pfizer Inc
|
Pharmaceutical Product Development, Inc.
|
Pharmavite LLC
|
Philips North America
|
Phillips-Van Heusen Corporation
|
PHOENIX Process Equipment Company
|
Pilgrim's Pride Corp
|
Pinnacle Foods Finance LLC
|
Pitney Bowes Inc
|
Pittsburgh Corning
|
Plexus Corp
|
PM Company
|
Polaris Industries, Inc.
|
Polymer Group
|
Polymer Technologies
|
PolyOne Corporation
|
Potash
|
PPG Industries Inc
|
Praxair Inc
|
Preformed Line Products Co
|
Pressure Chemical Co.
|
Printpack, Inc.
|
Probuild Holdings Inc
|
Psion Teklogix Inc
|
Pulte Homes
|
Purdue Pharma
|
QSC Audio Products Inc
|
Qualcomm Inc
|
Quest Diagnostics
|
Quiksilver Inc
|
Quintiles
|
Qwest Communications International Inc
|
R.R. Donnelley
|
Ralcorp Holdings Inc
|
Raytheon Co
|
REA Magnet Wire Company Inc
|
Reckitt Benckiser, Inc.
|
Red Wing Shoe Co
|
Redcats USA
|
Reddy Ice
|
Regal-Beloit
|
Reichhold, Inc.
|
Reliance Steel & Aluminum Co
|
Remington Arms Company, Inc.
|
Renaissance Learning, Inc.
|
Revlon
|
Rexel, Inc.
|
Reynolds American, Inc.
|
RF Micro Devices
|
RiceTec, Inc.
|
Rich Products Corporation
|
Richco
|
Ricoh Americas Corporation
|
Ricoh Electronics Inc
|
Rio Tinto
|
Rite - Hite Holding Corporation
|
Riviana Foods, Inc.
|
Robert Bosch LLC
|
Robert Bosch Tool Corporation
|
Roche Diagnostics Corporation
|
Rock-Tenn Co
|
Rockwell Automation, Inc.
|
Rockwell Collins, Inc.
|
Rockwood Holdings Inc
|
Roper Industries Inc
|
RR Donnelley & Sons Company
|
Ryder System
|
S&C Electric Company
|
S.C. Johnson
|
Safety-Kleen Systems
|
SAGE Publications
|
SAIC
|
Sakura Finetek USA Inc
|
Sanderson Farms Inc
|
Sandisk Corp
|
Sandvik, Inc.
|
Sanmina-Sci Corp
|
Sanofi Pasteur
|
Sanofi-Aventis
|
Sara Lee Corp.
|
SAS Institute
|
Sauer-Danfoss
|
SC Johnson
|
SCA Americas
|
Schein Henry Inc
|
Schlumberger
|
Schneider Electric
|
Schnitzer Steel Ind
|
Scholle Corporation
|
Schreiber Foods, Inc.
|
Schwan Food Company
|
Scotts Miracle-Gro Co
|
Seaboard Corp
|
Seagate Technology
|
Sealed Air Corp
|
Sealy Inc
|
Seamen Corporation
|
Seco Tools Inc
|
Sensata Technologies, Inc.
|
Sentry Group
|
Seventh Generation
|
Shaw Group Inc
|
Sherwin-Williams Co
|
Shire Pharmaceuticals
|
Shure Incorporated
|
Siemens
|
Sigma Foods Inc.
|
Sigma-Aldrich Corp
|
Silgan Holdings Inc
|
Simmons Bedding Company
|
Simpson Manufacturing
|
Sirius XM Radio
|
SJE-Rhombus
|
Skype
|
Smead Manufacturing Company
|
Smith & Nephew
|
Smith International
|
Smurfit-Stone Container Corp
|
Snap-On Inc
|
Snyder's of Hanover
|
Sodexo
|
Solae, LLC
|
Solo Cup Company
|
Solutia Inc.
|
Sonoco Products Co
|
Sony Corporation
|
Southco, Inc.
|
Spartan Light Metal Products Inc.
|
Spectra Energy Corp.
|
Spectrum Brands, Inc.
|
Spirit AeroSystems
|
Sprint Nextel
|
SPX Corporation
|
SRA International
|
St Jude Medical Inc
|
Stampin' Up!
|
Standard Motor Products, Inc.
|
Stanley Black & Decker, Inc.
|
Stantec
|
Starbucks
|
StarTek
|
Starwood Hotels & Resorts
|
Steel Dynamics Inc
|
Steel Technologies- Corporate
|
Steelcase, Inc.
|
Stepan Company
|
Sterilite Corporation
|
STERIS
|
Stewart & Stevenson
|
Stonyfield Farm Inc
|
Straumann USA
|
Stryker Corporation
|
Subaru of Indiana Automotive, Inc
|
Sulzer Pumps US Inc
|
Sun Microsystems Inc
|
Sunoco
|
Sunrise Medical Inc.
|
Sunstar Americas
|
Sunsweet Growers, Inc.
|
Supermedia Inc
|
Swagelok
|
Sybron Dental Specialties
|
Synacor
|
Synthes
|
Takeda Pharmaceutical Company Limited
|
Target
|
Taubman Centers
|
Taylor Corporation
|
Teknion LLC
|
Tekni-Plex, Inc.
|
Teleflex
|
Tellabs Operations Inc
|
Temple-Inland Inc
|
Tenaris Inc
|
Tennant Company
|
Tenneco Inc
|
Teradata
|
Terex Corp
|
Ternium International
|
Ternium USA, Inc.
|
Terra Industries Inc
|
Tescom Corporation
|
Texas Industries Inc
|
Textron Inc
|
The Bergquist Company
|
The Chamberlain Group, Inc.
|
The Colman Group Inc
|
The Gleason Works
|
The Hershey Company
|
The Nordam Group
|
The Pampered Chef
|
The Raymond Corporation
|
The Toro Company
|
The Woodbridge Group
|
Thermo Fisher Scientific Inc.
|
Thomas & Betts Corp
|
TI Group Automotive Systems LLC
|
Time Warner Cable
|
TIMET
|
Timken Co
|
T-Mobile USA
|
Toray Plastics (America), Inc.
|
Total System Services
|
Toyota Industrial Equipment Manufacturing, Inc.
|
Travelcenters Of America LLC
|
Trelleborg Coated Systems U.S., Inc.
|
Trelleborg Sealing Profiles U.S. Inc.
|
Tremco Inc
|
Tribune Company
|
Trinity Industries
|
TRW Automotive Holdings Corp
|
TUI
|
Tupperware Corporation
|
Tyco Electronics
|
Tyco International - Electrical and Metal Products
|
Tyson Foods Inc
|
U.S. Foodservice
|
Unifi
|
Unilever U.S.
|
Unilife Corporation
|
Union Pacific
|
Unisys
|
United Airlines
|
United Parcel Service
|
United Rentals
|
United States Cellular
|
United States Enrichment Corporation (USEC) - Gaseous Diffusion
|
United States Steel Corporation
|
United Technologies Corp
|
Universal Forest Prods Inc
|
Universal Hospital Services
|
Uponor, Inc.
|
USG Corp
|
Valero Energy
|
Valhi Inc
|
Valmont Industries Inc
|
Varian Medical Systems Inc
|
Ventura Foods, LLC
|
Venturedyne Ltd
|
Verde Realty
|
Verizon
|
Vermeer Corporation
|
Vertex Pharmaceuticals
|
VF Corporation
|
Viacom
|
Videojet Technologies, Inc.
|
Village Farms
|
Vishay Intertechnology Inc
|
Vision Service Plan
|
Vistar
|
Visteon Corporation
|
Volvo Group North America
|
Vought Aircraft Industries Inc
|
Vulcan Materials
|
VWR International
|
W C Bradley Company
|
W R Grace & Company
|
W.L. Gore & Associates, Inc.
|
Walt Disney
|
Warnaco Group Inc
|
Washington Post
|
Waste Management
|
Watsco Inc
|
Watson Pharmaceuticals Inc
|
Watts Water Technologies
|
Wells' Dairy, Inc.
|
Wendy's/Arby's Group
|
Werner Co
|
West Pharmaceutical Services
|
Western Digital
|
Western Textile Companies
|
Westlake Chemical Corporation
|
Weyerhaeuser Co
|
Whip Mix Corporation
|
Whirlpool Corporation
|
Whole Foods Market
|
Wilsonart International
|
Winpak Portion Packaging Ltd
|
Winston Industries, Inc.
|
Wm. Wrigley Jr. Company
|
Wolverine World Wide Inc
|
Worthington Industries
|
Wyndham Worldwide
|
Xerox Corp
|
Yahoo!
|
Yankee Candle Company
|
YKK Corporation of America
|
YRC Worldwide
|
YSI
|
Yum! Brands
|
Zale
|
Zebra Technologies Corporation
|
Zeon Chemicals
|
Zimmer Inc
|
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