Filed by the Registrant x
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Filed by a Party other than the Registrant o
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to § 240.14a-12
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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This is a summary document; the Restricted Stock Unit Award and Agreement (the “Award Agreement”) and the Third Amended and Restated Fiscal Year 2003 Stock Incentive Plan (the “Plan”) under which your RSUs were granted supersede any information provided herein. All capitalized terms shall have the same meanings as the capitalized terms in the Plan. This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended.
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The timing and approval of RSU grants are subject to the discretion of the Management Development and Compensation Committee (the “MDCC”) of the Board of Directors and/or the members of the executive management team designated by the MDCC.
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The number of RSUs granted was either (i) determined by dividing the RSU grant value by the share price as of market close on the grant date rounded to the nearest whole number or (ii) a fixed number of shares.
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RSUs, whether vested or unvested, count towards achieving your stock ownership guidelines (SOG) (applicable to executives in Bands 10 - 14).
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RSUs do not have voting rights until the Distribution Date (refer to Section 8 of the Award Agreement for the various dates).
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Vesting is either 100% on the third anniversary of the grant date or 25% per year on the anniversary of the grant date, as set forth in Section 3 of the Agreement. RSUs are distributed to you upon the vesting date.
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The Award Agreement includes, without limitation, (i) a confidentiality covenant, (ii) a non-solicitation covenant with a term of up to 18 months, (iii) a non-compete covenant with a term of up to 18 months, and (iv) penalties for breaching the foregoing covenants, including the forfeiture of any unvested RSUs and accrued but unpaid dividends. The specific terms of these covenants may vary in certain non-U.S. jurisdictions. Please review Sections 5 and 6 of the Award Agreement, which include the covenants applicable to you.
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An amount equal to the accumulated dividends payable on the shares of Common Stock represented by your unvested RSUs will be paid directly to you as soon as practicable following the date upon which the RSUs vest. This payment will be calculated based upon the number of RSUs in your account as of each quarterly dividend record date. This payment will be reported as income to the applicable taxing authorities, and federal, state, local and/or foreign income and/or any employment taxes will be withheld from such payments, as and to the extent required by applicable law.
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Vested RSUs will generate actual dividend checks as declared by the Company; you can elect to have your dividends reinvested in your Fidelity account.
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All dividends, whether paid through payroll or directly from the transfer agent, are taxable (as discussed above).
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As and to the extent required by applicable law, when RSUs are distributed (at vesting), shares will be reduced from your account in an amount sufficient to fund the withholding required for the additional taxable income.
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Additional income from the distribution of vested shares and the associated withholding, if applicable, is reported on your payroll record in a pay period following the vesting date.
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Unvested retention RSUs and accrued but unpaid dividends will be forfeited in the event of the recipient’s termination for any reason.
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In the proposed merger, Heinz will be the Surviving Corporation. Accordingly, except as described in the following sentence, the award will not be accelerated but will continue to vest according to its original terms and conditions, subject to forfeiture in the event of termination prior to vesting. In the event that, following completion of the proposed merger, your employment is involuntarily terminated without cause, your award will vest 100% and be paid out in cash, based on the merger consideration, less applicable withholdings.
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Participants can view their account at www.netbenefits.fidelity.com.
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U.S. participants can contact Fidelity Customer Service at 1-800-544-9354.
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Non-U.S. participants can call toll-free by dialing the international access code + 800-544-0275. Please refer to http://www.business.att.com/bt/dial_guide.jsp to find the appropriate international access code.
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the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement,
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the failure to receive, on a timely basis or otherwise, the required approvals by the Company’s shareholders and government or regulatory agencies,
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the ability of the Company to retain and hire key personnel and maintain relationship with customers, suppliers and other business partners pending the consummation of the proposed merger, and
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other factors described in “Risk Factors” and “Cautionary Statement Relevant to Forward-Looking Information” in the Company’s Annual Report on Form 10-K for the fiscal year ended April 29, 2012 and reports on Forms 10-Q thereafter.
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