def14c
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934
(Amendment No. )
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PHI, Inc.
(Name of Registrant As Specified In Its Charter)
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TABLE OF CONTENTS
PHI,
Inc.
2001
SE Evangeline Thruway
Lafayette, Louisiana 70508
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 5, 2011
To the Holders of Voting Common Stock of PHI, Inc.:
The 2011 Annual Meeting of Stockholders of PHI, Inc.
(PHI) will be held at Lafayette Hilton &
Towers (Magnolia Room), 1521 West Pinhook Road, Lafayette,
Louisiana, on Tuesday, May 5, 2011, at 8:00 a.m.,
local time, to:
1. Elect directors.
2. Ratify the appointment of Deloitte & Touche as
PHIs independent registered public accounting firm for the
fiscal year ending December 31, 2011.
3. Transact such other business as may properly be brought
before the meeting or any adjournments thereof.
Holders of record of PHIs voting common stock at the close
of business on April 8, 2011 are entitled to notice of and
to vote at the meeting.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT
TO SEND US A PROXY.
By Order of the Board of Directors
Michael J. McCann
Secretary
Lafayette, Louisiana
April 15, 2011
Important Notice Regarding the Availability of materials for the
Annual Meeting to be held on May 5, 2011: The
Companys Information Statement and Annual Report to
Shareholders for the fiscal year ended December 31, 2010
are available at www.proxydocs.com/phii.
PHI,
Inc.
2001
SE Evangeline Thruway
Lafayette, Louisiana 70508
INFORMATION
STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
May 5, 2011
This Information Statement is furnished to holders of voting
common stock (Voting Stock) of PHI, Inc.
(PHI or the Company) at the direction of
its Board of Directors (the Board) in connection
with the Annual Meeting of Stockholders of PHI (the
Meeting) to be held on May 5, 2011, at the time
and place set forth in the accompanying notice and at any
adjournments thereof.
Holders of record of Voting Stock at the close of business on
April 8, 2011 are entitled to notice of and to vote at the
Meeting. On that date, PHI had outstanding 2,852,616 shares
of Voting Stock, each of which is entitled to one vote, and
12,458,992 shares of non-voting common stock, none of which
are entitled to vote at the Meeting.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT
TO SEND US A PROXY.
This Information Statement is first being mailed to stockholders
on or about April 15, 2011. The cost of preparing and
mailing the statement will be borne by PHI. Banks, brokerage
houses and other nominees or fiduciaries will be requested to
forward the material to their principals, and PHI will, upon
request, reimburse them for their expenses in so doing.
ELECTION
OF DIRECTORS
Our Amended and Restated By-Laws (the By-laws)
establish the number of directors constituting the Board and to
be elected at the Meeting at six. Al A. Gonsoulin, our Chairman
of the Board and Chief Executive Officer, holds more than a
majority of PHIs outstanding Voting Stock, and his vote
alone is sufficient to decide all matters to be voted on at the
Meeting. Mr. Gonsoulin has informed PHI that he intends to
vote all of his shares for (i) the election of the six
persons identified below who have been nominated to serve on our
Board; and (ii) ratifying the appointment of
Deloitte & Touche as our independent registered public
accounting firm for the fiscal year ending December 31,
2011. As a result, the outcome of those votes is assured, no
matter how the other holders of Voting Stock vote their shares.
In the unanticipated event that one or more nominees cannot be a
candidate at the Meeting, or is unwilling to serve, the By-laws
provide that the number of authorized directors will be reduced
automatically by the number of such nominees unless the Board,
by a majority vote of the entire Board, selects an additional
nominee.
Nomination
of Directors
The Board does not have a nominating committee or other
committee performing similar functions. The Marketplace Rules of
the NASDAQ Stock Market (NASDAQ) provide that a
controlled company is exempt from having its
director nominees selected by a nominating committee. A
controlled company is defined, in part, as a company of which
more than 50% of the voting power is held by an individual. As
Mr. Gonsoulin owns over 50% of the Companys Voting
Stock, PHI is a controlled company within the
definition of the NASDAQ Marketplace Rules, and the Board
believes that it is appropriate for PHI not to have a nominating
committee. The full Board does, however, approve all nominees,
and a stockholder who wishes for the Board to consider an
individual as a director nominee should communicate that desire
in writing to the Chairman of the Board at the Companys
address. Similarly, a stockholder who wishes to communicate with
the Board on any other subject should direct such communication
to the Secretary of the Company at the Companys address.
The Secretary will be responsible for disseminating all such
communications to the Board, or to a specific member of the
Board, as appropriate, depending on the facts described in such
communication.
In addition to suggesting candidates to the Board, stockholders
may nominate candidates directly by following the Board
nomination procedure set forth in the By-laws. Under this
procedure, a stockholder wishing to make a nomination must
provide written notice to the Companys Secretary
containing all information about the proposed nominee required
by Regulation 14A under the Securities Exchange Act of
1934, including his or her name, age, business and residence
address, principal occupation or employment, class and number of
shares beneficially owned and entitled to vote at the meeting,
and such nominees written consent to be named in the proxy
statement as a nominee and to serve as a director if elected.
Also, the stockholder must include his or her own name, address,
and class and number of shares beneficially owned and entitled
to vote at the meeting. Upon receipt of a stockholders
nomination, our Secretary will appoint two independent
inspectors to determine whether these procedures were satisfied.
To be timely, a stockholders notice must be addressed to
the Secretary, and delivered to us, or mailed and received by us
not less than 45 nor more than 90 days before the meeting.
If we provide less than 55 days notice of the meeting, that
deadline is extended until the close of business on the
10th day following the date notice was given.
Our Board identifies potential nominees for director, other than
current directors standing for re-election, through business and
other contacts. Our Board does not have a formal policy with
regard to the consideration of director candidates nominated by
our other stockholders. Our Board primarily considers a
nominees business experience, career positions held and
particular areas of expertise and whether the nominee and would
contribute to the diversity of experience and skills of our
Board as a whole. There is no difference in the manner in which
the Board evaluates nominees for director based on whether the
nominee is recommended by a stockholder or by a member of our
Board.
Information
about Directors and Executive Officers
The following table sets forth certain information as of
April 8, 2011, with respect to each candidate nominated by
the Board. All director nominees were recommended by our
Chairman of the Board. The information below includes the
specific experience, qualifications, attributes or skills that
led to the conclusion that the person should serve as a
director, and includes any directorships of public companies
held during the past five years. Unless otherwise indicated,
each person has been engaged in the principal occupation shown
for the past five years. Our Board has determined, using
criteria established by NASDAQ and the Securities and Exchange
Commission (the SEC), that each director nominee
other than Messrs. Bospflug and Gonsoulin is independent.
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Year First
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Name and Age
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Principal Occupation or Position
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Director
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Directors and Nominees
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Al A. Gonsoulin, 68
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Chairman of the Board and Chief
Executive Officer of PHI
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2001
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Lance F. Bospflug, 56
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President and Chief Operating Officer of PHI
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2001
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Arthur J. Breault, Jr., 71
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Tax lawyer and consultant
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1999
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C. Russell Luigs, 78
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Consultant
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2002
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Richard H. Matzke, 74
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Consultant
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2002
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Thomas H. Murphy, 56
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Member, Murco Oil & Gas, LLC
(oil & gas production and investments)
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1999
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MR. AL A. GONSOULIN, Chairman and Chief
Executive Officer of PHI, has been Chairman since September
2001, when he acquired a controlling interest in PHI. He was
appointed Chief Executive Officer of PHI following the
resignation of Mr. Lance Bospflug in May 2004. Prior to
joining PHI, Mr. Gonsoulin was President of Sea Mar, a
division of Nabors Industries.
Mr. Gonsoulin has spent his career working in the oil and
gas industry worldwide. He is well acquainted with both major
and independent drilling and production companies. He founded
Sea Mar, a vessel company serving the offshore oil and gas
industry worldwide, which he later sold.
Mr. Gonsoulins experience is and has been essential
to the positioning of PHI for long term performance.
2
MR. LANCE F. BOSPFLUG joined PHI in October
2000 as President and was appointed Chief Executive Officer in
August 2001. Before joining PHI he was Chief Financial Officer,
and from 1999 to 2000 Chief Executive Officer, of T.L.
James & Company, Inc. Mr. Bospflug resigned as
President and Chief Executive Officer of PHI in May 2004, and
was self-employed until August 2008 when he was employed by PHI
for special projects, reporting directly to Mr. Gonsoulin.
On February 23, 2009, Mr. Bospflug was appointed Chief
Operating Officer, and effective April 1, 2010, he was
appointed President.
Mr. Bospflug has significant leadership experience at our
company, providing him with a comprehensive knowledge of our
business and industry, and was also Chief Executive Officer at
T.L. James & Company, a construction company
performing various highway and bridge construction projects. His
experience as a chief financial officer also gives him a strong
background in financial and accounting matters.
Mr. Bospflugs career has provided the managerial,
strategic, and financial experience necessary to develop and
execute our strategic plans.
MR. ARTHUR J. BREAULT, JR. was a partner with
Deloitte & Touche LLP for more than 16 years
concentrating in tax matters. Since that time, Mr. Breault
has been self-employed as a tax attorney. He also has had a
distinguished career with the Internal Revenue Service primarily
focused on complex tax issues. Additionally, he is an attorney
and a member of the Massachusetts and Louisiana Bars.
Mr. Breaults career with the Internal Revenue Service
and with an international public accounting firm provides him
with extensive and in-depth knowledge in accounting, financial
and tax matters in a wide range of industries. He has published
numerous articles with respect to complex tax issues and has had
numerous speaking engagements. Mr. Breault also serves as
Chairman of the Compensation Committee.
MR. C. RUSSELL LUIGS retired from
GlobalSantaFe, Inc. in September 2002. He was President and
Chief Executive Officer of Global Marine from the time he joined
that company in 1977 until 1998. Prior to joining Global Marine,
Mr. Luigs was President and Chief Operating Officer of
U.S. Industries, which he joined as a petroleum engineer in
1957. He was also Chairman of the Board of Global Marine from
1982 until 1999, and Chairman of the Executive Committee of the
Board of Global Marine from 1999 until its merger with
Santa Fe International Corporation in 2001. He continued as
Director of GlobalSantaFe until May 2005.
Mr. Luigs has had a career primarily in the offshore
drilling industry and also has extensive experience throughout
the oil and gas industry. Having been the Chief Executive
Officer of Global Marine, a public company providing offshore
drilling services primarily in the Gulf of Mexico, offshore West
Africa and the North Sea, for over 20 years, he has a
comprehensive understanding of the operational, financial and
strategic issues affecting PHI. Mr. Luigs brings to the
Board demonstrated ability at the most senior levels of a public
company.
MR. RICHARD H. MATZKE retired from
ChevronTexaco, Corp. in February 2002, where he had served as
Vice Chairman of the Board since January 2000 and as a member of
the Board since 1997. From November 1989 through December 1999,
Mr. Matzke served as President of Chevron Overseas
Petroleum Inc., where he was responsible for directing
Chevrons oil exploration and production activities outside
of North America. Mr. Matzke was employed by Chevron
Corporation and its predecessors and affiliates from 1961
through his retirement in 2002. From 2002 to 2010
Mr. Matzke served as a director of LUKOIL, one of
Russias largest oil companies with operations worldwide.
Since his retirement from ChevronTexaco, he has provided
consulting services to companies in the oil and gas industry.
Mr. Matzkes extensive career with ChevronTexaco, a
publicly-traded major international oil and gas company,
provides operational, financial and strategic experience
critical to addressing the issues affecting the Company.
Mr. Matzkes experience also brings to the Board a
demonstrated ability at the most senior levels of a public
company.
MR. THOMAS H. MURPHY has been a co-owner and
the manager of Murco Oil and Gas LLC, a company with interests
in oil and gas exploration and production onshore in the U.S.,
for the last ten years. He is the former president of Murco
Drilling Corporation, a U.S. onshore drilling contractor
specializing in drilling oil and gas wells throughout the Gulf
Coast at depths ranging from 10,000 to 25,000 feet, which
was sold in 1998. Among other civic and charitable activities,
Mr. Murphy has been Treasurer and is currently Chairman of
the Investment Committee for the LSU Health Sciences
Foundation Shreveport. He holds an MBA from Emory
University and has twice completed the Stanford Law School
Directors College Program for directors and senior
executives of publicly traded companies. Mr. Murphy is a
member of the National Association of Corporate Directors and he
is a past member of Young Presidents Organization.
3
Mr. Murphy has been responsible for developing and
implementing successful strategies for companies in the oil and
gas industry, and has extensive experience addressing
operational, financial and accounting matters. He has a deep
understanding of the oil and gas industry and of issues facing
public companies and their boards. Mr. Murphy also serves
as Audit Committee Chairman.
The following table sets forth certain information as of
April 8, 2011 with respect to our executive officers who do
not serve on our Board.
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Year First
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Became an
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Name and Age
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Principal Position
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Executive Officer
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Executive Officers
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Michael J. McCann, 63
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Chief Financial Officer and
Secretary(1)
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1998
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Richard A. Rovinelli, 63
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Chief Administrative Officer and Director of Human
Resources(2)
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1999
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David F. Stepanek, 45
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Director of Corporate Business
Development(3)
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2011
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Mr. McCann has served as Chief Financial Officer since
November 1998 and our Secretary since March 2002. He previously
served as our Treasurer from November 1998 to May 2007. From
January 1998 to October 1998, he was the Chief Financial Officer
for Global Industries Ltd. and Chief Administrative Officer from
July 1996 to January 1998. Prior to that, he was Chief Financial
Officer for Sub Sea International, Inc. Mr. McCann is a
Certified Public Accountant. |
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Mr. Rovinelli joined us in February 1999 as Director of
Human Resources and became our Chief Administrative Officer in
December 1999. Mr. Rovinelli previously served as Manager,
Human Resources for Arco Alaska, Inc., Headquarters Staff
Manager, Human Resource Services, Arco Oil and Gas Company, as
well as numerous other positions within Arco. |
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Mr. Stepanek became our Director of Corporate Business
Development in January 2011. He previously served as Director of
Special Projects from May 2010 until assuming his new position.
Prior to joining PHI he served as Chief Marketing Officer for
The Era Group from March 2007 until March of 2010. Prior to
joining The Era Group, he spent nearly 20 years with
Sikorsky Aircraft in various roles, including technical
services, customer service, sales and marketing. |
Meetings
of the Board
During the year ended December 31, 2010, the Board held
five meetings (one by telephone conference). Each incumbent
director attended at least 75% of the aggregate number of Board
and Committee meetings of which he was a member.
The Board does not have a policy regarding Board member
attendance at the annual stockholders meeting, but such meeting
is normally held in conjunction with a regularly scheduled Board
meeting in order to make attendance at both convenient. All
Board members attended the 2010 annual meeting.
Board
Committees
Our Board has an Audit Committee, whose current members are
Messrs. Breault, Luigs, Matzke and Murphy (Chairman). This
committee held four meetings during 2010.
The functions of the Audit Committee include:
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Appoints (subject to shareholder ratification) the
Companys independent auditor, and is directly responsible
for the compensation and oversight of the work of the
independent auditor, who reports directly to the Audit Committee
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Oversees the accounting and financial reporting processes of the
Company and the audits of the Companys financial statements
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Oversees the independence of the Companys independent
auditor
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Pre-approves all audit and permitted non-audit services provided
by the independent auditor
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Oversees the work of the internal audit department and the
director of the internal audit department, who reports directly
to the Audit Committee
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Establishes procedures for the receipt, retention and treatment
of complaints regarding accounting, internal controls or
auditing matters and the confidential anonymous submission by
employees of concerns regarding questionable accounting or
auditing matters
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Reviews and approves all related party transactions
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Performs the functions described in the Audit Committee Report
included in this information statement
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Performs the other functions described in the committees
charter
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Because PHI is a controlled company within the
definition of the NASDAQ Marketplace Rules, it is not required
to have a compensation committee. Nevertheless, our Board has a
Compensation Committee, whose current members are
Messrs. Breault (Chairman), Luigs, Matzke, and Murphy. This
committee met four times during 2010.
The functions of the Compensation Committee include:
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Determines the compensation of our executive officers
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Determines awards under our annual incentive plan
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Reviews and recommends to the Board changes in significant
benefit plans
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Oversees our assessment of whether our compensation practices
are reasonably likely to expose our Company to material risks
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Performs the other functions described in the committees
charter
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The Audit Committee and Compensation Committee charters can be
found at this web site: www.phihelico.com.
For the reasons discussed above under the caption
Nomination of Directors, the Board does not have a
nominating committee.
Board
Leadership Structure
Our Board consists of six directors, four of whom have been
determined to be independent under the criteria established by
NASDAQ and the SEC. Mr. Gonsoulin serves as both Chairman
of the Board and as Chief Executive Officer of our Company,
which our Board believes is in the best interests of our Company
and our stockholders. Mr. Gonsoulin has strong leadership
abilities and possesses an in-depth knowledge of the issues and
challenges facing our Company and our industries. Accordingly,
we believe he is best positioned to direct the Boards
attention to the most appropriate matters. He also holds a
majority of our voting common stock, which aligns his interests
with those of the rest of our stockholders in most instances.
Our Board has an audit committee consisting entirely of
independent directors. Because PHI is a controlled
company within the definition of the NASDAQ rules, it is
not required to have a compensation committee. Nevertheless, the
Board has established a compensation committee, also consisting
entirely of independent directors, which, among other things,
sets compensation for Mr. Gonsoulin and the Companys
other executive officers.
Our Board believes that our Companys corporate governance
practices establish an appropriate framework for our directors
to provide independent, objective and effective oversight of
management. Two-thirds of our directors are independent, and we
have independent audit and compensation committees. The audit
committee has the power and authority to engage independent
legal or other advisors as it may deem necessary, and the
compensation committee has the power and authority to engage
compensation consultants, without consulting or obtaining the
approval of the full Board or management. Our independent
directors meet in executive session after each audit
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committee meeting, chaired by our audit committee chairman. The
Board understands that some people are of the opinion that
having a lead independent director enhances the
ability of the Board to act independently of management;
however, after having considered that alternative, our Board has
concluded that its current leadership structure is working
effectively to achieve that objective without designating a lead
independent director.
Boards
Role in Oversight of Risk Management
Our Boards goal is to have systems and processes in place
to bring to its attention the material risks facing our Company
and to permit the Board to effectively oversee the management of
these risks. As reflected in our Code of Ethics and Business
Conduct Policy, our Board seeks to establish a tone at the
top communicating our Boards strong commitment to
ethical behavior and compliance with the law. In furtherance of
these goals, our Board regularly includes agenda items at its
meetings relating to risk oversight. For example, senior
managers of the Company regularly make presentations regarding
safety, financial matters, labor matters, litigation, succession
planning and regulatory obligations, among other things. Our
Board also sets and regularly reviews quantitative and
qualitative authority levels for management. Further, our Board
oversees the strategic direction of our Company, and in doing so
considers the potential rewards and risks of our Companys
business opportunities and challenges, and monitors the
development and management of risks that impact our strategic
goals.
While risk oversight is a full Board responsibility, we also
empower our Board committees to address risk oversight in their
respective areas and regularly report on their activities to our
full Board. For example, our Compensation Committee assesses
risks related to compensation and our Audit Committee is
directly responsible for the appointment, compensation and
oversight of our independent auditors, and regularly reviews our
disclosure controls and procedures and internal control over
financial reporting. Our Audit Committee also reviews and
approves all related party transactions. Our Director of
Internal Audit reports to and regularly meets in executive
session with our Audit Committee.
Director
Compensation
During 2010, each director other than Mr. Gonsoulin and
Mr. Bospflug received an annual retainer of $50,000.
Additionally, each such director received a meeting fee of
$8,000 for each Board meeting and $5,000 for each Committee
meeting attended in person and $1,000 for each meeting attended
by telephone. Committee chairs received an additional $2,000 per
meeting. Director compensation is determined by reviewing
compensation levels at similar size companies.
The table below summarizes the compensation paid by the Company
to non-employee directors for the fiscal year ended
December 31, 2010.
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Fees earned or
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All Other
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paid in cash
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Compensation
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Total
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Name(1)(2)
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($)
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($)
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($)
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Arthur J. Breault, Jr.
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131,000
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0
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131,000
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C. Russell Luigs
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123,000
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0
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123,000
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Richard H. Matzke
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123,000
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0
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123,000
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Thomas H. Murphy
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131,000
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0
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131,000
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Al A. Gonsoulin, the Companys Chairman of the Board and
Chief Executive Officer, is not included in this table as he is
an employee of the Company and receives no compensation for his
service as director. |
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Lance F. Bospflug, the Companys President and Chief
Operating Officer, is not included in this table as he is an
employee of the Company and receives no compensation for his
service as director. |
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934
requires our directors, executive officers and 10% stockholders
to file with the SEC reports of ownership and changes in
ownership of our equity securities. Based solely on a review of
copies of such forms, or written representations that no filings
were required, we believe that all reports were filed on a
timely basis during fiscal 2010.
6
STOCK
OWNERSHIP
Stock
Ownership of Directors and Executive Officers
The following table sets forth certain information concerning
the beneficial ownership of each class of outstanding PHI common
stock as of April 8, 2011 held by (a) each director
and nominee for director of PHI, (b) each executive officer
identified below under Named Executive Officers and
(c) all directors and executive officers of PHI as a group,
determined in accordance with
Rule 13d-3
of the SEC. Unless otherwise indicated, the securities shown are
held with sole voting and investment power, and are not pledged.
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Amount and Nature
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Class of PHI
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of Beneficial
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Percent
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Name of Beneficial Owner
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Common Stock
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Ownership
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of Class
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Directors and Nominees
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Al A. Gonsoulin
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Voting
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1,701,580
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59.6
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%
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Non-Voting
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531,000
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4.3
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%
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Lance F. Bospflug
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Voting
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0
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|
|
|
*
|
|
|
Non-Voting
|
|
|
0
|
|
|
|
|
*
|
Arthur J. Breault, Jr.
|
|
Voting
|
|
|
0
|
|
|
|
|
*
|
|
|
Non-Voting
|
|
|
5,060
|
|
|
|
|
*
|
C. Russell Luigs
|
|
Voting
|
|
|
10,000
|
|
|
|
|
*
|
|
|
Non-Voting
|
|
|
10,000
|
|
|
|
|
*
|
Richard H. Matzke
|
|
Voting
|
|
|
0
|
|
|
|
|
*
|
|
|
Non-Voting
|
|
|
0
|
|
|
|
|
*
|
Thomas H. Murphy
|
|
Voting
|
|
|
6,000
|
|
|
|
|
*
|
|
|
Non-Voting
|
|
|
10,000
|
|
|
|
|
*
|
Named Executive
Officers(1)
|
|
|
|
|
|
|
|
|
|
|
Michael J. McCann
|
|
Voting
|
|
|
0
|
|
|
|
|
*
|
|
|
Non-Voting
|
|
|
0
|
|
|
|
|
*
|
Richard A. Rovinelli
|
|
Voting
|
|
|
0
|
|
|
|
|
*
|
|
|
Non-Voting
|
|
|
0
|
|
|
|
|
*
|
William P. Sorenson
|
|
Voting
|
|
|
0
|
|
|
|
|
*
|
|
|
Non-Voting
|
|
|
0
|
|
|
|
|
*
|
All directors and executive officers as a group
(9 persons)
|
|
Voting
|
|
|
1,717,580
|
|
|
|
60.2
|
%
|
|
|
Non-Voting
|
|
|
556,060
|
|
|
|
4.5
|
%
|
|
|
|
* |
|
Less than one percent. |
|
(1) |
|
Information on Mr. Gonsoulins and
Mr. Bospflugs ownership is included under
Directors and Nominees above. |
Stock
Ownership of Certain Beneficial Owners
The following table shows the number of shares of PHI voting and
non-voting common stock beneficially owned as of April 8,
2011 by persons known by us to beneficially own more than 5% of
the outstanding shares of PHIs voting or non-voting common
stock, determined in accordance with
Rule 13d-3
of the SEC. The information in the table is based on a review of
such holders filings of Schedules 13D and 13G and
Form 13F with the SEC.
7
Each person listed below has sole voting and investment power
with respect to the shares beneficially owned unless otherwise
stated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount and Nature
|
|
|
|
|
Class of PHI Common
|
|
of Beneficial
|
|
Percent
|
Name and Address of Beneficial Owner
|
|
Stock
|
|
Ownership
|
|
of Class
|
|
Al A. Gonsoulin
|
|
|
|
|
|
|
|
|
|
|
2001 S.E. Evangeline Thruway
|
|
Voting
|
|
|
1,701,580
|
|
|
|
59.6
|
%
|
Lafayette, Louisiana 70508
|
|
Non-Voting
|
|
|
531,000
|
|
|
|
4.3
|
%
|
West Face Capital, Inc. 2 Bloor Street East, Suite 810
|
|
Voting
|
|
|
0
|
|
|
|
|
*
|
Toronto, Ontario M4W 1A8
|
|
Non-Voting
|
|
|
3,701,491
|
|
|
|
22.3
|
%
|
Wells Fargo and Company
|
|
|
|
|
|
|
|
|
|
|
420 Montgomery Street
|
|
Voting
|
|
|
201,764
|
(1)
|
|
|
7.1
|
%
|
San Francisco, CA 94104
|
|
Non-Voting
|
|
|
1,116,604
|
|
|
|
9.0
|
%
|
Franklin Resources, Inc.
|
|
|
|
|
|
|
|
|
|
|
One Franklin Parkway
|
|
Voting
|
|
|
0
|
|
|
|
|
*
|
San Mateo, CA 94403
|
|
Non-Voting
|
|
|
1,106,699
|
|
|
|
8.9
|
%
|
Dimensional Fund Advisors LP
|
|
|
|
|
|
|
|
|
|
|
1299 Ocean Avenue
|
|
Voting
|
|
|
0
|
|
|
|
|
*
|
Santa Monica, CA 90401
|
|
Non-Voting
|
|
|
946,581
|
(2)
|
|
|
7.6
|
%
|
Kensico Capital Management Corporation
|
|
|
|
|
|
|
|
|
|
|
55 Railroad Avenue, 2nd Floor
|
|
Voting
|
|
|
254,279
|
(3)
|
|
|
8.9
|
%
|
Greenwich, CT 06830
|
|
Non-Voting
|
|
|
0
|
|
|
|
|
*
|
Woodbourne Partners, L.P.
|
|
|
|
|
|
|
|
|
|
|
200 N. Broadway, Suite 825
|
|
Voting
|
|
|
218,711
|
(4)
|
|
|
7.7
|
%
|
St. Louis, Missouri
|
|
Non-Voting
|
|
|
0
|
|
|
|
|
*
|
|
|
|
* |
|
Less than five percent. |
|
(1) |
|
Wells Fargo and Company has sole voting power with respect to
183,189 of these shares and sole investment power with respect
to 201,764 shares. |
|
(2) |
|
Dimensional Fund Advisors LP has sole voting power with
respect to 918,514 of these shares and sole investment power
with respect to 946,581 of these shares. |
|
(3) |
|
Kensico Capital Management Corporation has shared voting power
with respect to all of these shares with its clients as an
investment advisor. |
|
(4) |
|
John D. Weil, the president, sole director and sole stockholder
of Clayton Management Company, the general partner of Woodbourne
Partners, L.P., has sole voting and investment power with
respect to these shares. |
8
EXECUTIVE
COMPENSATION
Compensation
Discussion and Analysis
Compensation
Philosophy and Objectives
The objective of our executive compensation policy is to:
|
|
|
|
|
Produce long-term success for our stockholders
|
|
|
|
Align executive incentive compensation with the companys
annual and long-term goals
|
|
|
|
Provide competitive compensation and benefits to attract,
retain, and motivate top quality executives
|
These objectives strive to reward the achievement of goals
tailored to the executives area of responsibility and
recognize individual leadership.
Compensation for our executive officers includes base salary, an
annual incentive opportunity, long-term equity compensation and
a deferred compensation plan. The executives also participate in
benefit plans generally available to our other salaried
employees, including our 401(k) plan and health, dental, and
life insurance.
Process
The executive compensation program is administered by the
Compensation Committee of the Board in accordance with the
Compensation Committees charter.
The Compensation Committee has retained FreeGulliver, LLC
(FreeGulliver) as an independent compensation
consultant regarding executive compensation matters. As an
advisor, FreeGulliver is retained directly by the Compensation
Committee. All assignments given to FreeGulliver are made by the
Compensation Committee, and the Compensation Committee has the
ability to terminate FreeGullivers services at any time.
The Compensation Committee retained FreeGulliver to provide the
following compensation consulting services on an ongoing basis:
|
|
|
|
|
Provide peer group compensation data to assist the Committee in
establishing executive compensation
|
|
|
|
Assist in the formulation of annual incentive-based awards
|
|
|
|
Make recommendations regarding competitive compensation levels
|
|
|
|
Facilitate a leadership succession process
|
In 2010, the Compensation Committee also retained Free Gulliver
to make recommendations on long-term equity compensation grants
to be added to our executive compensation program.
The Compensation Committee relies on Towers Watson surveys for
competitive compensation analysis, which is compiled for the
Compensation Committee by FreeGulliver. The Committee also
reviews data from a small group of peer companies selected by
FreeGulliver. The compensation analysis also considers the scope
and nature of managerial responsibility and reporting
relationships. The Compensation Committee reviews the comparison
data and recommends salary rates for the upcoming year. The
Committee has also established an annual incentive plan,
described below.
The Compensation Committee reviews and approves all compensation
for our executive officers. Except with respect to his own
compensation, the CEO may make adjustments to the compensation
based on an individuals performance and contributions to
the Companys performance, subject to reporting any such
adjustments to the Compensation Committee. The compensation of
the CEO is determined by the Compensation Committee.
Elements
of Executive Compensation
Our executive compensation is a mix of base salary, annual
incentive compensation, long-term equity compensation, deferred
compensation and employee benefits. It is the objective of this
mix of components to instill in our executives the importance of
achieving our business goals and thereby increase stockholder
value.
9
Salary. Salary is based generally upon
the level of responsibility of each executive officer and the
individuals prior performance. Salary levels are generally
targeted at the weighted average of the 60th percentile of
salaries paid by companies included in the broad Towers Watson
surveys in three
sub-groups:
companies with 1,000 to 4,999 employees; companies with
sales of $250 million to $999 million; and companies
with 1,000 to 4,999 employees in the south Central Region
(which includes Louisiana, Texas, Utah, Colorado, Arizona, New
Mexico, Oklahoma and Arkansas). In determining the
60th percentile weighted average, the
sub-group
based on sales is weighted
662/3%
and the two other employee-based
sub-groups
are each weighted
162/3%.
The identities of the over 2,000 companies included in the
Towers Watson surveys are not provided to or considered by the
Committee.
The Committee also reviewed data on the executive compensation
levels and practices of the following industry peer
companies: Offshore Logistics, Inc., SEACOR Holdings, Inc., Air
Methods Corp. and CHC Helicopter Corporation in order to ensure
that the compensation levels reflected in the Towers Watson
surveys are generally in line with competitive compensation
practices in the industry.
Base salaries are approved by the Committee after consideration
of the data described above and the recommendation of
FreeGulliver. Base salaries also provide the foundation upon
which the annual incentive opportunities are established. The
Committee approved increases in base salary for the
Companys executive officers in 2008 for 2009 consistent
with the foregoing. The 2009 increases were deferred and did not
take effect until 2010.
Annual Incentive Compensation. The
Committee approved a Senior Management Bonus Plan (the
Annual Incentive Plan or AIP) in 2004,
in which the Companys executive officers participate. As
implemented by the Committee, the annual incentive opportunities
are based on the position and scope of responsibilities of the
executive. This is used to provide a targeted percentage of base
salary that may be awarded in the form of an incentive bonus at
three levels a threshold, a business plan, and a
stretch level based upon achieving financial
targets. The calculated bonus levels based on financial results
will be subject to adjustment for safety performance.
The potential award for the CEO and COO ranged from 0% if
threshold goals were not met, to 40% for meeting
threshold objectives, to 70% for meeting
business plan objectives and 100% for meeting the
stretch objectives, adjusted either upwards or
downwards based on the achievement of safety related targets.
The range for our CFO and CAO was 0% if threshold
goals were not met, 25% for threshold objectives,
45% for business plan objectives, and 65% for
stretch objectives, adjusted either upwards or
downwards based on the achievement of certain safety related
targets. For 2010, the Compensation Committee set the financial
performance objective of pre-tax income excluding gains on
aircraft sales at $27 million (25% below business
plan) (threshold level), $36 million
(business plan level), and $45 million (25%
above business plan) (stretch level).
The AIP provides for a downward adjustment of up to 100% if
targeted safety goals are not met, and an upward adjustment of
up to 30% for excellent safety results. Our non-executive
employee plan excludes the effect of financial transactions in
calculating pre-tax income, and we have in practice followed the
non-executive employee plan provisions in calculating pre-tax
income under the executive/senior management plan also. As a
result, reported 2010 pre-tax income of $14.6 million was
adjusted by adding $9.5 million for debt restructuring
charges and $3.2 million for additional accrued interest
for the senior notes issued in 2010 and deducting gain on
aircraft sales of $0.05 million. This calculation produced
2010 adjusted pre-tax income excluding gains on aircraft sales
of $27 million, which reached the threshold
level under the plan. Also, the earnings target is net of any
payments made under all of our annual incentive plans. Our
reported 2010 pre-tax income included the accrual for incentive
compensation expense. The incentive compensation accrual was
allocated among our business units by allocating 100% of the
amount payable at the threshold level to the segment achieving
its performance goals, and the remaining amount was allocated
pro rata among the remaining business units, including the
senior management unit, which includes the named executive
officers. The calculation for the named executive officers for
2010 resulted in a reduction of approximately 40% of the amount
they would otherwise have received at the threshold level. Our
safety performance resulted in no adjustment to the amounts paid
to the executive officers under the plan. Safety targets are set
to a very high standard and are difficult to achieve.
Mr. Sorenson, our former Director of Corporate Business
Development, did not participate in the AIP for 2010, but was
paid $78,300 for 2010, which was in lieu of AIP participation
and any equity grant.
10
With respect to senior management other than the CEO, the CEO
can modify the AIP award based upon accomplishment of certain
Company financial goals as well as departmental goals and a
subjective evaluation of the individuals contributions to
the Company, subject to reporting such adjustments to the
Committee. For 2010, no adjustments were made.
The AIP provides that one-half of any award is paid to the
executive on or about the end of the first calendar quarter of
the calendar year following the year with respect to which the
award is determined, with the other half paid equally over the
next three years at the anniversary dates of the first payment,
assuming the executives employment continues; provided
that the executive will receive these amounts if he dies,
retires or becomes disabled. This structure incorporates a
retention aspect and a longer-term focus to the annual incentive
award.
Officers Deferred Compensation
Plan. Certain highly compensated executives
have been approved by the Compensation Committee to participate
in the Officers Deferred Compensation Plan
(ODP), which allows the executive to tax-defer up to
25% of base salary and up to 100% of any bonuses and save those
amounts for retirement. The Company does not contribute to the
ODP, and it is a funded, nonqualified deferred compensation plan
under ERISA. It is maintained, interpreted and administered in
accordance with Internal Revenue Code Section 409A and
applicable regulations and rulings. A separate account is
established for each participants deferred compensation
and is deemed invested in securities chosen by each participant
from a list of available investment choices. Accounts are
periodically adjusted for gains or losses to reflect the
investment performance of the eligible securities and any
payments made to a participant under the ODP.
Except as otherwise provided in the ODP, the value of a
participants account is distributed at a designated future
date, or at termination of employment or retirement, in either a
single lump sum payment or in annual installments (not to exceed
20 installments), as designated by the participant.
Equity Compensation. For the first time
in many years, the Committee included long-term equity
compensation as a component of our executive compensation
program in 2010. The purpose of the long-term equity component
is to:
|
|
|
|
|
enhance the attraction and retention of high-potential talent
within the Company;
|
|
|
|
more closely align the participant group with shareholder
value; and
|
|
|
|
reward executive and senior management leadership and
individual/department performance which enhances the
companys financial performance, and the achievement of
both its business objectives and long-term strategies.
|
FreeGulliver advised the Committee on the structure of the new
long-term equity compensation. FreeGulliver provided the
Committee with general information as to the equity compensation
practices of SEACOR Holdings, Inc., Hornbeck Offshore Services,
Inc., Bristol Group and Air Methods, Inc., indicating that each
of these peer companies included equity in its compensation
programs. The Committee also considered the grant sizes
reflected in the average of the Towers Watson survey companies
as described above under Compensation Discussion and
Analysis Elements of Executive
Compensation Salary. As with salary, the
Committee targeted equity grants with a total value generally
equal to the 60th percentile of long-term incentives granted by
the companies included in the Towers Watson survey groups
described above. The valuation was based on a possible grant of
restricted stock units, two-thirds of which would be a retention
component that would vest based on continued employment and
one-third of which would be a performance component that would
vest based upon the satisfaction of pre-established performance
criteria.
In 2010 the Committee approved the grants that comprised the
retention component of the long-term equity incentive program.
The grant was made under the 1995 Incentive Compensation Plan in
the form of time-vested restricted stock units payable upon
vesting on January 1, 2013 in non-voting common stock. The
Committee agreed that this grant was crucial to our ability to
retain and attract key management personnel. The
Committees intention was to use a three-year cliff vesting
period, but credit was given for service during 2010 prior to
the equity program being finalized. The units will vest earlier
in the event of death, disability, retirement at age 65 or
later or upon a change of control. Dividend equivalents will be
paid on the restricted stock units at the time of vesting of the
units.
11
No decision has been made by the Committee as to the future
grant of additional performance-based restricted stock units.
Retirement Payment. In 2010, in
recognition of his more than 15 years of service to the
Company, the Company agreed to provide retirement benefits to
William P. Sorenson in connection with his retirement in early
2011. The terms of these benefits and the agreement entered into
with Mr. Sorenson are described under Executive
Compensation Payments Upon Termination.
Other Benefits. All executives are
eligible for the same insurance and welfare benefits (e.g.,
Medical Insurance, Dental Insurance, 401(k), Long-term
Disability, Life and AD&D Insurance, AFLAC, etc.) as other
employees in the Company, except that a newly hired executive is
credited with having completed five years of Company service at
his/her hire
date for the purposes of calculating the amount of vacation days
credited each year.
COMPENSATION
COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the
Compensation Discussion and Analysis for the year ended
December 31, 2010 with management. Based on such reviews
and discussions, the Compensation Committee recommended to the
Board that the Compensation Discussion and Analysis be included
in this Information Statement on Schedule 14C.
By the members of the Compensation Committee:
Arthur J. Breault, Jr., Chairman
C. Russell Luigs
Richard H. Matzke
Thomas H. Murphy
12
Summary
Compensation Table for Fiscal 2010
The table below summarizes the total compensation paid to or
earned by each of our executive officers for the fiscal years
ended December 31, 2010, 2009 and 2008. We have not entered
into employment agreements with any of our executive officers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-equity
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
incentive plan
|
|
|
Compen-
|
|
|
|
Name and
|
|
|
|
|
|
|
|
|
Stock Awards
|
|
|
Compensation
|
|
|
sation(3)
|
|
|
Total
|
Principal Position
|
|
|
Year
|
|
|
Salary ($)
|
|
|
($)(1)
|
|
|
($)(2)
|
|
|
($)
|
|
|
($)
|
Al A. Gonsoulin
|
|
|
|
2010
|
|
|
|
|
646,301
|
|
|
|
|
0
|
|
|
|
|
149,131
|
|
|
|
|
23,152
|
|
|
|
|
818,584
|
|
Chairman of the Board and
|
|
|
|
2009
|
|
|
|
|
569,520
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
23,152
|
|
|
|
|
592,672
|
|
Chief Executive Officer
|
|
|
|
2008
|
|
|
|
|
586,731
|
|
|
|
|
0
|
|
|
|
|
70,512
|
|
|
|
|
23,936
|
|
|
|
|
681,179
|
|
Lance F.
Bospflug(4)
|
|
|
|
2010
|
|
|
|
|
523,455
|
|
|
|
|
1,356,091
|
|
|
|
|
124,390
|
|
|
|
|
15,833
|
|
|
|
|
2,019,769
|
|
President and Chief
Operating Officer
|
|
|
|
2009
|
|
|
|
|
427,140
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
3,302
|
|
|
|
|
430,442
|
|
Michael J. McCann
|
|
|
|
2010
|
|
|
|
|
275,074
|
|
|
|
|
275,222
|
|
|
|
|
39,446
|
|
|
|
|
19,042
|
|
|
|
|
608,783
|
|
Chief Financial Officer
|
|
|
|
2009
|
|
|
|
|
264,420
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
16,238
|
|
|
|
|
280,658
|
|
and Secretary
|
|
|
|
2008
|
|
|
|
|
264,029
|
|
|
|
|
0
|
|
|
|
|
19,831
|
|
|
|
|
16,081
|
|
|
|
|
299,941
|
|
Richard A. Rovinelli
|
|
|
|
2010
|
|
|
|
|
255,964
|
|
|
|
|
256,539
|
|
|
|
|
36,767
|
|
|
|
|
15,512
|
|
|
|
|
564,832
|
|
Chief Administrative Officer and
|
|
|
|
2009
|
|
|
|
|
235,040
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
14,568
|
|
|
|
|
249,608
|
|
Director of Human Resources
|
|
|
|
2008
|
|
|
|
|
234,692
|
|
|
|
|
0
|
|
|
|
|
17,628
|
|
|
|
|
14,421
|
|
|
|
|
266,741
|
|
William P.
Sorenson(5)
|
|
|
|
2010
|
|
|
|
|
234,453
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
96,375
|
(6)
|
|
|
|
330,828
|
|
Director of Corporate
|
|
|
|
2009
|
|
|
|
|
239,605
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
14,829
|
|
|
|
|
254,434
|
|
Business Development
|
|
|
|
2008
|
|
|
|
|
222,958
|
|
|
|
|
0
|
|
|
|
|
16,746
|
|
|
|
|
13,390
|
|
|
|
|
253,094
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Restricted stock units valued based on the aggregate grant date
fair value for accounting purposes at the closing price per
share of our non-voting common stock on the date of grant, which
was $19.36. |
|
(2) |
|
Represents awards under the Annual Incentive Plan, discussed in
further detail above under the heading Annual Incentive
Compensation in Compensation Discussion and
Analysis. Fifty percent of the award is paid early in the
following year and the rest is paid in three equal installments
over the next three years, subject to continuation of
employment, or if the executive dies, retires or is permanently
disabled. |
|
(3) |
|
The amounts shown in this column for 2010 reflect for each named
executive officer: |
|
|
|
Matching contributions allocated by the Company to
each of the named executive officers for the 401(k) Retirement
Plan. Includes Mr. Gonsoulin $14,700; Mr. Bospflug
$12,531; Mr. McCann $14,700; Mr. Rovinelli $11,518;
and Mr. Sorenson $14,067.
|
|
|
|
The cost to the Company of Term Life and Disability
Insurance coverage provided by the Company including the cost of
Life Insurance exceeding $50,000.
|
|
(4) |
|
Mr. Bospflug became Chief Operating Officer in February
2009 and President in April 2010. |
|
(5) |
|
Mr. Sorenson retired on January 3, 2011. |
|
(6) |
|
This amount also includes a payment of $78,300 in lieu of any
2010 annual cash incentive compensation or equity compensation.
See Payments upon Termination for additional
information about amounts Mr. Sorenson has or will receive
in connection with his retirement in 2011. |
13
Grants of
Plan-Based Awards in Fiscal 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated future payouts under non-
|
|
|
All Other Stock
|
|
|
Grant Date Fair
|
|
|
|
|
|
|
equity incentive plan
awards(1)(2)
|
|
|
Awards: Number of
|
|
|
Value of Stock and
|
|
|
|
|
|
|
|
|
|
Shares of Stock or
|
|
|
Option Awards
|
Name
|
|
|
Grant Date
|
|
|
Threshold ($)
|
|
|
Target ($)
|
|
|
Maximum ($)
|
|
|
Units(3)
|
|
|
($)(4)
|
Al A. Gonsoulin
|
|
|
|
N/A
|
|
|
|
|
258,520
|
|
|
|
|
452,411
|
|
|
|
|
646,301
|
|
|
|
|
|
|
|
|
|
|
|
Lance F. Bospflug
|
|
|
|
N/A
|
|
|
|
|
209,382
|
|
|
|
|
366,419
|
|
|
|
|
523,455
|
|
|
|
|
70,046
|
|
|
|
|
1,356,091
|
|
Michael J. McCann
|
|
|
|
N/A
|
|
|
|
|
68,769
|
|
|
|
|
123,783
|
|
|
|
|
178,798
|
|
|
|
|
14,216
|
|
|
|
|
275,222
|
|
Richard A. Rovinelli
|
|
|
|
N/A
|
|
|
|
|
63,991
|
|
|
|
|
115,184
|
|
|
|
|
166,377
|
|
|
|
|
13,251
|
|
|
|
|
256,539
|
|
William P. Sorenson
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The Companys Annual Incentive Bonus Plan (AIP) for
executives is based on annual financial performance, adjusted by
certain safety related targets. Actual payouts will be nil if
financial performance goals are not obtained. For additional
information about the AIP, see the discussion under the heading
Annual Incentive Compensation in Compensation
Discussion and Analysis above. |
|
(2) |
|
Amounts earned under the AIP in a calendar year are payable 50%
in the next year and 50% equally over the next three years,
subject to continuation of employment, or if the executive dies,
retires or is permanently disabled. |
|
(3) |
|
Scheduled to vest on January 1, 2013 or earlier in the
event of death, disability, retirement at age 65, or a
change of control. |
|
(4) |
|
Grant date fair value is computed in accordance with FASB ASC
Topic 718 and is based upon the closing price of $19.36 on
November 5, 2010, the date of grant. |
The following table describes the outstanding equity awards held
by the Named Executive Officers at December 31, 2010.
Outstanding
Equity Awards at 2010 Fiscal Year End
|
|
|
|
|
|
|
|
|
|
|
Stock Awards
|
|
|
|
Number of Shares or
|
|
|
Market Value of Shares
|
|
|
|
Units of Stock that
|
|
|
or Units of Stock that
|
|
Name
|
|
Have Not
Vested(1)
|
|
|
Have Not
Vested(2)
|
|
|
Al A. Gonsoulin
|
|
|
|
|
|
|
|
|
Lance F. Bospflug
|
|
|
70,046
|
|
|
$
|
1,319,666
|
|
Michael J. McCann
|
|
|
14,216
|
|
|
|
267,829
|
|
Richard A. Rovinelli
|
|
|
13,251
|
|
|
|
249,648
|
|
William P. Sorenson
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
These restricted stock units will vest on January 1, 2013,
if the executive remains employed by our Company on that date. |
|
(2) |
|
Based on the closing price of $18.84 of a share of our
non-voting common stock on December 31, 2010 as reported on
The NASDAQ Global Market. |
Option
Exercises and Stock Vested
There were no options exercised by or stock vested for the Named
Executive Officers during fiscal year 2010.
14
Nonqualified
Deferred Compensation
The following table describes the contributions, earnings and
balance at the end of fiscal year 2010 for each of the Named
Executive Officers under our Officer Deferred Compensation Plan
(ODP). For additional information regarding our ODP,
see the heading Officers Deferred Compensation Plan
in Compensation Discussion and Analysis above.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
|
|
|
|
|
|
Aggregate
|
|
|
|
Executive
|
|
|
Registrant
|
|
|
(loss) in
|
|
|
Aggregate
|
|
|
Balance at
|
|
|
|
Contributions in
|
|
|
Contributions in
|
|
|
Last Fiscal
|
|
|
Withdrawals/
|
|
|
Last Fiscal
|
|
|
|
Last Fiscal Year
|
|
|
Last Fiscal Year
|
|
|
Year
|
|
|
Distributions
|
|
|
Year End
|
Name
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
Al A.
Gonsoulin(1)
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
0
|
|
Lance F.
Bospflug(1)
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
0
|
|
Michael J. McCann
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
78,639
|
|
|
|
|
0
|
|
|
|
|
935,430
|
|
Richard A. Rovinelli
|
|
|
|
63,991
|
|
|
|
|
0
|
|
|
|
|
98,825
|
|
|
|
|
0
|
|
|
|
|
1,045,860
|
|
William P. Sorenson
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
25,259
|
|
|
|
|
0
|
|
|
|
|
631,810
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Mr. Gonsoulin and Mr. Bospflug elected not to
participate in the ODP. |
The table below shows the investment choices available under the
ODP and their annual rate of return for the calendar year 2010,
as reported by the plan investment advisor.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Fund
|
|
|
Rate of Return
|
|
|
|
Name of Fund
|
|
|
Rate of Return
|
|
Allianz OCC Renaissance A
|
|
|
|
20.5
|
%
|
|
|
Managers Bond Fund
|
|
|
|
10.4
|
%
|
Allianz OCC Target Fund A
|
|
|
|
23.6
|
%
|
|
|
Managers Funds Short Dur Gov Fund
|
|
|
|
1.6
|
%
|
Amer Funds Fund Inv F-1
|
|
|
|
14.0
|
%
|
|
|
Nuveen Tradewinds Intl Val Fund A
|
|
|
|
13.4
|
%
|
Amer Funds Grth Fund F
|
|
|
|
12.3
|
%
|
|
|
Oakmark Fund A
|
|
|
|
12.2
|
%
|
BlackRock Intl Bond A
|
|
|
|
5.1
|
%
|
|
|
PIMCO Inv Gr Corp Bond Fund A
|
|
|
|
11.3
|
%
|
Davis NY Venture Fund A
|
|
|
|
12.1
|
%
|
|
|
PIMCO CommRealRetStr A
|
|
|
|
23.5
|
%
|
DWS Core Fixed Income A
|
|
|
|
6.7
|
%
|
|
|
PIMCO Foreign Bond Fund A
|
|
|
|
12.0
|
%
|
Fidelity Adv Fltng Rate Inc Cls A
|
|
|
|
7.5
|
%
|
|
|
PIMCO Short Term Fund Class A
|
|
|
|
1.6
|
%
|
Fidelity Adv Short F/I T
|
|
|
|
3.5
|
%
|
|
|
PIMCO Total Ret A
|
|
|
|
8.4
|
%
|
First Eagle Global A
|
|
|
|
17.6
|
%
|
|
|
PIMCO Real Ret A
|
|
|
|
7.3
|
%
|
First Eagle US Value Fund
|
|
|
|
12.2
|
%
|
|
|
Royce Premier Invt
|
|
|
|
26.5
|
%
|
FT Templeton Global Bond A
|
|
|
|
12.7
|
%
|
|
|
Thornburg Core Growth A
|
|
|
|
9.7
|
%
|
Gabelli Equity Fund Class A
|
|
|
|
17.0
|
%
|
|
|
Thornburg Intl Value A
|
|
|
|
13.7
|
%
|
Gateway Fund A
|
|
|
|
4.8
|
%
|
|
|
UBS PACE Money Market P
|
|
|
|
0.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments
Upon Termination
During 2010, the Company entered into an agreement with William
P. Sorenson, our Director of Corporate Business Development, in
connection with his retirement. The agreement originally
contemplated a retirement on December 31, 2010, but the
agreement was subsequently amended to provide for his retirement
at the close of business on January 3, 2011.
Under this agreement, Mr. Sorenson received a lump sum
retirement benefit of two weeks pay for each year of service
with our Company for a total of $321,271. The Company also
agreed to pay 50% of the medical plan coverage elected by
Mr. Sorenson for 18 months following his retirement
and 50% of the applicable premium for coverage for
Mr. Sorenson and one additional eligible family member
thereafter until Mr. Sorenson is eligible for Medicare or
is covered by another employers plan.
Mr. Sorenson has agreed
|
|
|
|
|
to maintain the confidentiality of our Companys
proprietary and confidential information and materials;
|
|
|
|
not to solicit customers or employees for two years; and
|
|
|
|
not to compete in the areas where our Company conducts business
for two years.
|
15
In connection with his retirement, Mr. Sorenson also
received a payment of $18,069 for accrued vacation and a payment
of $78,300 in lieu of a 2010 annual incentive award and equity
grant, which amount is included in the Summary Compensation
Table as All Other Compensation for 2010.
$1 Million Pay Deductibility
Cap. Section 162(m) of the Internal
Revenue Code limits our federal income tax deductions for
compensation, other than qualified performance-based
compensation, to $1 million for compensation paid to each
of our most highly compensated executive officers. The Committee
considers the tax deductibility of the executive compensation
programs that it establishes, but may award compensation that is
not fully tax deductible if it determines that such award is
consistent with our philosophy and in the best interest of our
Company and shareholders.
Equity
Compensation Plan Information
The following table provides information about our common stock
that may be issued under equity compensation plans as of
December 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities
|
|
|
|
|
|
|
Remaining Available For
|
|
|
|
|
|
|
Future Issuance Under
|
|
|
|
|
|
|
Equity Compensation
|
|
|
Number of Securities to be
|
|
Weighted-Average
|
|
Plans (Excluding
|
|
|
Issued Upon Exercise of
|
|
Exercise Price of
|
|
Securities Reflected
|
|
|
Outstanding Options,
|
|
Outstanding Options
|
|
in the First
|
Plan Category
|
|
Warrants and Rights
|
|
Warrants and Rights
|
|
Column)(2)
|
|
Equity compensation plans approved by security holders
|
|
(Voting)
162,732(1)
(Non-Voting)
|
|
(Voting)
(Non-Voting)
|
|
116,520 (Voting)
21,070 (Non-Voting)
|
Equity compensation plans not approved by security holders
|
|
|
|
|
|
|
Total
|
|
(Voting)
162,732 (Non-Voting)
|
|
(Voting)
(Non-Voting)
|
|
116,520 (Voting)
21,070 (Non-Voting)
|
|
|
|
(1) |
|
Shares to be issued upon the vesting of restricted stock units
granted under the PHI 1995 Incentive Compensation Plan. |
|
(2) |
|
Represents shares of the Companys voting and non-voting
stock available for issuance under the PHI 1995 Incentive Plan.
These shares could be issued as restricted stock, restricted
stock units or stock awards. |
COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of Arthur J.
Breault, Jr., C. Russell Luigs, Richard H. Matzke and
Thomas H. Murphy. No member of the Compensation Committee has
ever been an officer or employee of PHI or any of our
subsidiaries. In 2010, none of our executive officers served as
a director or member of the compensation committee of another
entity, where an executive officer served as a member of our
Board or Compensation Committee.
Certain
Transactions
Our Code of Ethics and Business Conduct Policy requires our
directors and executive officers to avoid any situation that
would create a conflict of interest unless approved in
accordance with the Companys Conflict of Interest Policy.
Our Conflict of Interest Policy requires executive officers and
directors to report potential conflicts of interest in writing
to the Audit Committee. In addition, the Audit Committees
charter requires it to review and approve all related party
transactions of the Company, defined as those required to be
disclosed under Item 404 of
Regulation S-K.
The Audit Committee approves conflicts of interest or related
party transactions if it concludes that doing so is in the best
interests of the Company and our stockholders. Our Code of
Ethics and Business Conduct Policy is available on our website
at www.phihelico.com.
We lease a facility from Mr. Al A. Gonsoulin, our Chairman
and CEO, where we perform maintenance work for a customer. The
lease rate is $6,500 per month. The building was leased for a
one-year term with four one-year options, expiring
October 31, 2011. This transaction was reviewed and
approved by our audit committee, which is our procedure for any
transaction between our Company and an executive officer or
director.
16
REPORT OF
THE AUDIT COMMITTEE
The Audit Committee of PHIs Board is composed of four
outside directors. It operates under a charter that is available
at www.phihelico.com. The Board has made a determination that
all members of the Audit Committee satisfy the requirements of
the SEC and NASDAQ as to independence and are financially
sophisticated within the meaning of the NASDAQ rules. The Board
has also determined that it is not clear whether any member of
the Audit Committee is an audit committee financial
expert within the meaning of SEC rules, but the Board does
not believe the presence of an audit committee financial expert
is necessary in view of the overall financial sophistication of
Committee members.
The Audit Committee reviewed in detail and discussed with
management and the independent auditors, among other things,
(i) all unaudited quarterly financial statements and all
quarterly reports filed with the SEC on
Form 10-Q
in 2010; (ii) the annual audited financial statements and
the annual report filed with the SEC on
Form 10-K
for fiscal year 2010; (iii) managements quarterly and
annual certifications regarding internal control over financial
reporting and the independent auditors audit of internal
control over financial reporting; and (iv) the matters
required to be discussed with the independent auditors by
statement on Auditing Standards No. 61, as amended (AICPA,
Professional Standards, Vol. 1 AU section 380), as
adopted by the Public Company Accounting Oversight Board in
Rule 3200T. The Committee also received the written
disclosures and the letter from the independent auditors
required by applicable requirements of the Public Accounting
Oversight Board regarding the independent auditors
communications with the audit committee concerning independence,
and has discussed with the independent auditors their
independence.
Based on the reviews and discussions referred to above, the
Audit Committee recommended to the Board that the audited
financial statements be included in the Companys Annual
Report on
Form 10-K
for the 2010 fiscal year for filing with the SEC.
In accordance with the rules of the SEC, the foregoing
information is not deemed to be soliciting material,
or filed with the SEC or subject to its
Regulation 14C, other than as provided in such rules, or to
be subject to the liabilities of Section 18 of the
Securities Exchange Act of 1934, except to the extent that the
Company specifically requests that the information be treated as
soliciting material or specifically incorporates it by reference
into a document filed under the Securities Act of 1933 or the
Securities Exchange Act of 1934.
By the members of the Audit Committee:
Thomas H. Murphy, Chairman
Arthur J. Breault, Jr.
C. Russell Luigs
Richard H. Matzke
17
RELATIONSHIP
WITH REGISTERED INDEPENDENT
PUBLIC ACCOUNTANTS
General
Our consolidated financial statements for 2009 and 2010 were
audited by the firm of Deloitte & Touche, LLP, which
was engaged for that purpose by the Audit Committee.
Representatives of Deloitte & Touche, LLP are not
expected to be present at the Meeting.
The Audit Committee has selected Deloitte & Touche,
LLP as PHIs independent registered public accounting firm
for the fiscal year ending December 31, 2011, subject to
ratification by PHIs stockholders at the Meeting.
Fees
The following is a summary of the fees billed to PHI and its
subsidiaries by Deloitte & Touche, LLP for
professional services rendered.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2010
|
|
|
2009
|
|
Fee Category
|
|
Amount
|
|
|
Percentage
|
|
|
Amount
|
|
|
Percentage
|
|
|
Audit
fees(1)
|
|
$
|
879,100
|
|
|
|
25
|
%
|
|
$
|
708,000
|
|
|
|
78
|
%
|
Audit-related
fees(2)
|
|
|
167,716
|
|
|
|
5
|
%
|
|
|
100,525
|
|
|
|
11
|
%
|
Tax
fees(3)
|
|
|
118,600
|
|
|
|
3
|
%
|
|
|
95,000
|
|
|
|
11
|
%
|
All other
fees(4)
|
|
|
2,291,825
|
|
|
|
66
|
%
|
|
|
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fees
|
|
$
|
3,457,241
|
|
|
|
100
|
%
|
|
$
|
903,525
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Audit fees include the aggregate fees billed for professional
services rendered for the audit of the Companys annual
financial statements and review of financial statements included
in the Companys
Form 10-Qs,
fees for services that normally would be provided in connection
with statutory and regulatory filings or engagements and
services that generally only the independent accountant
reasonably can provide. The audit fees for fiscal year 2010
include $158,100 in connection with the offering of our
8.625% Senior Notes due 2018. The audit fees also include
$13,000 in connection with review of an SEC comment letter. |
|
(2) |
|
Audit-related fees include assurance and related services
reasonably related to the performance of the audit or review,
and for 2009 and 2010 included fees related to employee benefit
plan audits, and accounting consultations. |
|
(3) |
|
Tax fees include tax compliance, advice and planning services,
and for 2009 and 2010 included assistance in the preparation of
federal and state tax returns and related advice regarding tax
compliance. |
|
(4) |
|
All other fees consisted of a cost study performed by management
with the assistance of Deloitte & Touche, LLP. |
Policy on
Pre-Approval of Audit and Permissible Non-Audit Services of
Independent Auditors
All audit and permissible non-audit services provided by the
independent auditors are pre-approved by PHIs Audit
Committee. These services may include audit services,
audit-related services and other services. Pre-approval is
generally provided for up to one year, and any pre-approval is
detailed as to the particular service or category of service and
is generally subject to a specific budget. The independent
auditors and management are required to periodically report to
the Audit Committee regarding the extent of services provided by
the independent auditors in accordance with this pre-approval,
and the fees for the services performed to date. The Audit
Committee may also pre-approve particular services on a
case-by-case
basis. During 2009 and 2010, all audit and non-audit services
provided by Deloitte & Touche, LLP were pre-approved
by PHIs Audit Committee, and the Audit Committee
determined that the provision of the non-audit services was
compatible with maintaining Deloitte & Touches
independence.
18
OTHER
MATTERS
Quorum
and Voting
The presence, in person or by proxy, of a majority of the
Companys total voting power is necessary to constitute a
quorum. Stockholders voting or abstaining from voting by proxy
on any issue will be counted as present for purposes of
constituting a quorum. If a quorum is present, the election of
directors will be determined by plurality vote. The proposal to
ratify the appointment of our independent registered public
accounting firm will require approval of holders of a majority
of the Companys total voting power.
The Board does not know of any matters to be presented at the
Meeting other than those described herein. For directions to be
able to attend the meeting and vote in person, call
337-235-2452.
Stockholder
Proposals
The Companys by-laws state that for any business to be
properly brought before the annual meeting, notice of the
proposal must be received by the Company no later than the close
of business on the 60th day nor earlier than the close of
business on the 90th day before the first anniversary of
the preceding years annual meeting. In regard to the 2012
annual meeting, this provision will require notice between
February 2, 2012 and March 6, 2012. If, however, the
date of the annual meeting is more than 30 days before or
more than 60 days after such anniversary date, notice by
the stockholders to be timely must be so delivered not earlier
than the close of business on the 90th day before such
annual meeting and not later than the close of business on the
later of the 60th day before such annual meeting or the
10th day following the day on which public announcement of
the date of such meeting is first made by the Company.
This notice must set forth (a) a brief description of the
business desired to be brought before the meeting, the reasons
for conducting such business at the meeting and any material
interest in such business of such stockholders and the
beneficial owner, if any, on whose behalf the proposal is made;
and (b) as to the stockholders giving the notice and the
beneficial owner, if any, on whose behalf the proposal is made
(i) the name and address of such stockholders, as they
appear on the Companys books, and of such beneficial owner
and (ii) the class and number of shares of the Company
which are owned beneficially and of record by such stockholders
and such beneficial owner.
By Order of the Board of Directors
Michael J. McCann
Secretary
Lafayette, Louisiana
April 15, 2011
19