Delaware
(State of Incorporation)
|
36-2704017
(I.R.S. Employer Identification No.)
|
Title of Each Class
|
Name of Each Exchange on Which Registered
|
Common Stock, par value $0.01 per share
|
New York Stock Exchange
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Large accelerated filer ¨
|
Accelerated filer þ
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Non-accelerated filer ¨
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Smaller reporting company ¨
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PART III
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1
|
|
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ITEM 10. Directors, Executive Officers and Corporate Governance
|
1
|
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ITEM 11. Executive Compensation
|
7
|
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ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
38
|
|
ITEM 13. Certain Relationships and Related Transactions, and Director Independence
|
41
|
|
ITEM 14. Principal Accountant Fees and Services
|
43
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SIGNATURES
|
44
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Name and age
|
Title
|
Robert J. Keller, 58
|
Chairman and Chief Executive Officer
|
Boris Elisman, 49
|
President and Chief Operating Officer
|
Neal V. Fenwick, 50
|
Executive Vice President and Chief Financial Officer
|
Christopher M. Franey, 56
|
Executive Vice President; President, ACCO Brands International and President, Computer Products Group
|
Thomas H. Shortt, 44
|
Executive Vice President; President, Product Strategy and Development
|
Thomas W. Tedford, 41
|
Executive Vice President; President, ACCO Brands Americas
|
Mark C. Anderson, 50
|
Senior Vice President, Corporate Development
|
David L. Kaput, 52
|
Senior Vice President and Chief Human Resources Officer
|
Thomas P. O’Neill, Jr., 58
|
Senior Vice President, Finance and Accounting
|
Steven Rubin, 64
|
Senior Vice President, Secretary and General Counsel
|
|
● |
Robert J. Keller, who has served in this position since October 22, 2008. Mr. Keller had previously been named the Company’s Chairman on September 18, 2008. He had been President and Chief Executive Officer of APAC Customer Services, Inc. from March, 2004 until February, 2008. Prior to that time Mr. Keller served in various capacities at Office Depot, Inc. from February, 1998 through September, 2003, most recently as President, Business Services Group;
|
|
·
|
Boris Elisman, who before being appointed to this position in December, 2010 was President, ACCO Brands Americas since December, 2008. Prior to that time he served as President of the Company’s Global Office Products Group since April, 2008 and President of the Company’s Computer Products Group since joining the Company in 2005. Prior to that time he held Vice President and General Manager positions in marketing and sales for the Hewlett-Packard Company from 2001 to 2004;
|
|
·
|
Christopher M. Franey, who before adding the responsibility for the Company’s International operations in July, 2010 had been serving as President of the Company’s Computer Products Groups since joining the Company in December, 2008. Prior to that time he had been a marketing and sales Vice President for Samsung Electronics Information Technology Division since 2006 and the President of ViewSonic Corporation, a global provider of visual display technology products since 2004;
|
|
·
|
Thomas H. Shortt, who before being appointed to this position in December, 2010 had been the Company’s Chief Strategy and Supply Chain officer since joining the Company in April, 2009. Prior to that time Mr. Shortt was a management consultant focusing on supply chain improvement since May, 2008. From April, 2004 until May, 2008 he was a President of Unisource Worldwide, Inc., a North American distributor of commercial printing and business imaging papers, packaging systems, and facilities supplies and equipment;
|
|
·
|
Thomas W. Tedford, who before being appointed to this position in December, 2010 had been the Company’s Chief Marketing and Product Development officer since joining the Company in May, 2010. Prior to that time Mr. Tedford had been Group Vice President, Client Services since February, 2007 and Vice President, Healthcare and Media Sales since May, 2004, serving in those two positions for APAC Customer Services, Inc., a customer service outsourcing firm;
|
|
·
|
Mark C. Anderson, who before joining the Company in October, 2007 was the Director, Corporate Development for Pitney Bowes, Inc. since February, 2003 and a Vice President of Business Development for Pitney Bowes from August, 2001 to February, 2003; and
|
|
·
|
David L. Kaput, who before joining the Company in October, 2007 had been the Senior Vice President, Global HR Practices and Governance of SAP, AG since August, 2005 and Senior Vice President, Global Human Resources and Corporate Officer of SAP Global Marketing, Inc. from October, 2001 to August, 2005.
|
|
·
|
We structure our pay to consist of both fixed and performance-based compensation. The fixed (or salary) portion of compensation is designed to provide a steady income regardless of the Company’s stock price and financial performance so that executive compensation is not entirely performance based, which could encourage unnecessary or excessive risk taking. The performance-based (cash bonus and equity) portions of compensation are designed to reward both short and long-term corporate performance. For short-term performance, our cash bonus is awarded based on annual performance metrics and targets. For long-term performance our equity awards generally vest over a three year minimum period and only create more value for award recipients if our stock price increases over time. We feel that these variable elements of compensation are a sufficient percentage of overall compensation to motivate executives to produce superior short- and long-term corporate results while the fixed element is also sufficiently high that the executives are not encouraged to take unnecessary or excessive risks in doing so.
|
|
·
|
Our operating income and other performance related targets are applicable to our executives and employees alike, regardless of business unit. We believe this encourages consistent behavior across the organization, rather than establishing different performance metrics depending on a person’s position in the Company or their business unit. So, for example, a person in our most profitable business line is not encouraged to take more risk than someone in a less profitable business unit.
|
|
·
|
We cap our maximum cash bonus opportunity at two times target, which we believe also mitigates excessive risk taking. Even if the Company dramatically exceeds its operating targets, bonus payouts are limited. Conversely, we have a floor on the bonus target so that
|
|
·
|
Our internal control over financial reporting includes controls over the measurement and calculation of earnings that are designed to mitigate the risk of manipulation by any employee, including our executives. In addition, our employees are encouraged to report up to the Company’s director of internal audit and general counsel through a confidential “whistle-blower” hot line in the event they become aware of any internal financial reporting irregularities.
|
|
·
|
The members of the Board’s Compensation Committee have extensive experience in executive compensation matters and they are counseled by an independent professional executive compensation consulting firm. Their approval is required before any new executive compensation plan can be amended or implemented. This precludes management’s ability to implement any high risk or excessive compensation program.
|
|
·
|
We have adopted a clawback and recoupment policy applicable to all executive officers that is intended to further deter excessive or inappropriate risk taking.
|
|
·
|
We entered into an agreement to merge the Consumer & Office Products Business of MeadWestvaco Corporation (“MCOP”) into the Company which we view as a transformational event for the Company.
|
|
·
|
Our operating income increased 10% to $120.8 million, excluding $5.6 million of costs associated with the pending MCOP merger.
|
|
·
|
We reduced our net debt (total debt minus cash) by $96 million to $548 million.
|
|
·
|
Our total shareholder return of 13.26% significantly exceeded the average negative return of our Peer Group, which was -20.14%.
|
|
·
|
We introduced many new products and gained significant market share in several product categories.
|
|
·
|
We completed the sale of our GBC Fordigraph subsidiary, an Australian-based business that was not core to our long-term strategies, at a market premium price.
|
|
·
|
We were recognized as one of “America’s Safest Companies” and received our 15th consecutive Gold Award for safety in Europe.
|
|
·
|
We entered into a special equity award agreement with our Chief Executive Officer (“CEO”), Robert J. Keller, aimed at retaining his services for at least a four-year period so that his leadership skills will be available to the Company as it continues in its current strategic direction.
|
|
·
|
Base salaries for executive officers were increased on average by 3%.
|
|
·
|
Despite our solid market performance, not all of our internal operating targets were achieved as our results benefited from favorable foreign exchange translation which we exclude when assessing our performance for incentive compensation purposes. As a result, annual cash bonuses were paid to our executive officers at only 45.1% of the target award.
|
|
·
|
Long-term incentive plan Performance Share Units (“PSUs”) were accrued at only 50% of targeted achievement as all performance targets were not achieved. Shares accrued under these awards generally vest and are issued to executives at the end of the third year in the applicable three-year performance cycle.
|
|
·
|
Excluding the effect of the special equity award granted to our CEO, which is discussed later in this Analysis, we were able to revert to our normal mix of long-term incentive compensation as discussed further below.
|
|
·
|
We adopted a global clawback and recoupment policy for incentive-based compensation paid or payable to executive officers in the event of a financial restatement.
|
|
·
|
We enhanced our executive stock ownership guidelines by increasing the retention multiple of pay for our CEO and certain other named executive officers.
|
|
·
|
No changes were made to our Executive Severance Plan or retirement plans.
|
|
·
|
approves the compensation levels for the Company’s executive officers including the officers named in the 2011 Summary Compensation Table (the “named executive officers”);
|
|
·
|
approves performance metrics and goals for both the annual and long-term incentive awards to the Company’s executive officers under the Company’s 2011 Amended and Restated Incentive Plan (the “LTIP”);
|
|
·
|
makes a final determination with respect to the achievement of annual performance goals, establishes individual incentive opportunities, and determines the actual awards, if any, under the cash award annual incentives portion of the LTIP (the “Annual Incentive Plan” or “AIP”);
|
|
·
|
assesses the competitiveness and effectiveness of the Company’s other executive compensation and benefit plans; and
|
|
·
|
on at least an annual basis, discusses with management the likelihood of any material adverse effect or risk to the Company arising from the Company’s compensation policies, plans and practices.
|
|
·
|
value of each component of current compensation, including benefits and any perquisites;
|
|
·
|
potential value of all equity-based long-term incentive awards held by the executive officer, both vested and unvested, at then-current market prices; and
|
|
·
|
the projected value of all payments and benefits that would be payable should the executive officer’s employment terminate under various scenarios such as retirement, voluntary termination, involuntary termination or following a change-in-control.
|
|
·
|
link management and stockholder interests by creating incentive awards and other opportunities that balance both short and long-term goals;
|
|
·
|
drive achievement of the Company’s business objectives and calibrate compensation to those achievements by delivering a mix of fixed and at-risk compensation; and
|
|
·
|
provide flexibility that enables the development and deployment of talent to support the current and future needs of the Company’s businesses worldwide.
|
Avery Dennison Corporation
|
Newell Rubbermaid Inc.
|
Alberto-Culver Company
|
OfficeMax, Inc.
|
Brunswick Corporation
|
Office Depot, Inc.
|
Cenveo, Inc.
|
Pitney Bowes, Inc.
|
Herman Miller, Inc.
|
Polycom, Inc.
|
HNI Corporation
|
SanDisk Corporation
|
Hospira, Inc.
|
Steelcase, Inc.
|
Imation Corporation
|
Sybase, Inc.
|
Knoll, Inc.
|
Synopsys, Inc.
|
Lexmark International Inc.
|
United Stationers Inc.
|
MeadWestvaco Corp.
|
Zebra Technologies Corp.
|
|
·
|
Base salaries — fixed annual income that is typically reviewed and adjusted annually based on the Committee’s assessment of the individual’s performance, competitive market data and information as provided to the Committee
|
|
·
|
Annual incentives — performance-based cash compensation that is earned only upon achieving annual objectives established by the Committee and based on operating (business) plans prepared by senior management and approved by the Board of Directors during the first quarter of each fiscal year
|
|
·
|
Long-term incentives — equity-based and/or cash-based incentives earned by achieving sustained long-term performance which would be expected to correlate into increasing stockholder value
|
|
·
|
Tax-qualified defined contribution plans
|
|
·
|
Employee health and welfare plans that are the same as offered to all other salaried U.S.-based employees
|
|
·
|
Supplemental and executive life and long-term disability insurance
|
|
·
|
Certain limited executive perquisites which are principally legacy in nature
|
![]() |
![]() |
Name
|
Base Salary on 1/1/2010
|
Effective Date of Increase
|
New Base Salary
|
% Change
|
Robert J. Keller
|
$756,000
|
4/4/2011
|
$786,000
|
4.0%
|
Neal V. Fenwick
|
$437,500
|
4/4/2011
|
$450,000
|
3.3%
|
Name
|
Base Salary on 1/1/2011
|
Effective Date of Increase
|
New Base Salary
|
% Change
|
Robert J. Keller
|
$786,000
|
4/2/2012
|
$825,000
|
5.0%
|
Boris Elisman
|
$525,000
|
4/2/2012
|
$540,000
|
2.9%
|
Neal Fenwick
|
$450,000
|
4/2/2012
|
$465,000
|
3.3%
|
Christopher M. Franey
|
$410,000
|
4/2/2012
|
$425,000
|
3.7%
|
Thomas H. Shortt
|
$410,000
|
4/2/2012
|
$425,000
|
3.7%
|
Name
|
Target AIP as %
of Salary (100% of Target) |
Maximum AIP as % of Salary (200% of Target)
|
Robert J. Keller
|
105%
|
210%
|
Boris Elisman
|
80%
|
160%
|
Neal V. Fenwick
|
65%
|
130%
|
Christopher M. Franey
|
65%
|
130%
|
Thomas H. Shortt
|
65%
|
130%
|
Name
|
Target AIP Opportunity
|
Actual AIP Award
|
Robert J. Keller
|
$816,819
|
$368,385
|
Boris Elisman
|
420,000
|
189,420
|
Neal V. Fenwick
|
290,006
|
130,793
|
Christopher M. Franey
|
266,500
|
120,192
|
Thomas H. Shortt
|
266,094
|
120,008
|
2010-2012 LTIP Grant
|
|||
Name
|
Total Target Award Value
|
Target PSUs (Based on Free Cash Flow)
|
Target Cash (Based on Revenue Growth)
|
Robert J. Keller
|
$1,148,038
|
65,800
|
$680,200
|
Boris Elisman
|
$420,000
|
22,900
|
$236,800
|
Neal V. Fenwick
|
$435,800
|
23,800
|
$245,400
|
Christopher M. Franey
|
$336,100
|
18,400
|
$188,900
|
Thomas H. Shortt
|
$393,800
|
21,500
|
$221,800
|
2011 Free Cash Flow PSUs for the 2010-2012 LTIP Grant Period
|
|||
Name
|
Threshold
($45 Million)
|
Target (and Actual)*
($60 Million)
|
Maximum
($75 Million)
|
Robert J. Keller
|
10,967
|
21,933
|
32,900
|
Boris Elisman
|
3,817
|
7,633
|
11,450
|
Neal V. Fenwick
|
3,967
|
7,933
|
11,900
|
Christopher M. Franey
|
3,067
|
6,133
|
9,200
|
Thomas H. Shortt
|
3,584
|
7,167
|
10,751
|
*
|
Reflects number of PSUs accrued for payment at end of performance period.
|
|
·
|
50% PSUs for the three-year performance period beginning January 1, 2011;
|
|
·
|
25% RSUs; and
|
|
·
|
25% Non-Qualified Stock Options (“NQSO”).
|
2011-2013 LTIP Grant
|
||||
Name
|
Total Target Award Value
|
NQSOs
|
RSUs
|
Target PSUs
|
Robert J. Keller
|
$1,257,600
|
87,700
|
39,700
|
104,100
|
Boris Elisman
|
682,500
|
47,600
|
21,600
|
56,500
|
Neal V. Fenwick
|
450,000
|
31,400
|
14,200
|
37,300
|
Christopher M. Franey
|
410,000
|
28,600
|
13,000
|
34,000
|
Thomas H. Shortt
|
410,000
|
28,600
|
13,000
|
34,000
|
2011 Free Cash Flow PSUs for the 2011-2013 LTIP Grant Period
|
|||
Name
|
Threshold
($45 Million)
|
Target (and Actual)*
($60 Million)
|
Maximum
($75 Million)
|
Robert J. Keller
|
8,675
|
17,350
|
26,025
|
Boris Elisman
|
4,709
|
9,417
|
14,126
|
Neal V. Fenwick
|
3,109
|
6,217
|
9,326
|
Christopher M. Franey
|
2,834
|
5,667
|
8,501
|
Thomas H. Shortt
|
2,834
|
5,667
|
8,501
|
*
|
Reflects number of PSUs accrued for payment at end of performance period.
|
|
·
|
50% PSUs for the three-year performance period beginning January 1, 2012;
|
|
·
|
25% RSUs; and
|
|
·
|
25% NQSOs.
|
2012-2014 LTIP Grant
|
||||
Name
|
Total Target Award Value
|
NQSOs
|
RSUs
|
Target PSUs
|
Robert J. Keller
|
$1,856,000
|
108,159
|
50,822
|
133,911
|
Boris Elisman
|
$775,000
|
45,163
|
21,221
|
55,916
|
Neal V. Fenwick
|
$465,000
|
27,098
|
12,733
|
33,550
|
Christopher M. Franey
|
$500,000
|
29,138
|
13,691
|
36,075
|
Thomas H. Shortt
|
$380,000
|
22,145
|
10,405
|
27,417
|
2012 Revenue Growth Target PSUs for the
2012-2014 LTIP Grant
|
|||
Name
|
Threshold
|
Target
|
Maximum
|
Robert J. Keller
|
11,160
|
22,319
|
33,479
|
Boris Elisman
|
4,660
|
9,319
|
13,979
|
Neal V. Fenwick
|
2,796
|
5,592
|
8,388
|
Christopher M. Franey
|
3,007
|
6,013
|
9,020
|
Thomas H. Shortt
|
2,285
|
4,570
|
6,855
|
2012 Working Capital DSI Target PSUs for the
2012-2014 LTIP Grant
|
|||
Name
|
Threshold
|
Target
|
Maximum
|
Robert J. Keller
|
5,580
|
11,160
|
16,740
|
Boris Elisman
|
2,330
|
4,660
|
6,990
|
Neal V. Fenwick
|
1,398
|
2,796
|
4,194
|
Christopher M. Franey
|
1,504
|
3,007
|
4,511
|
Thomas H. Shortt
|
1,143
|
2,285
|
3,428
|
2012 Working Capital DSO Target PSUs for the
2012-2014 LTIP Grant
|
|||
Name
|
Threshold
|
Target
|
Maximum
|
Robert J. Keller
|
5,580
|
11,159
|
16,739
|
Boris Elisman
|
2,330
|
4,660
|
6,990
|
Neal V. Fenwick
|
1,398
|
2,796
|
4,194
|
Christopher M. Franey
|
1,504
|
3,007
|
4,511
|
Thomas H. Shortt
|
1,143
|
2,285
|
3,428
|
Executive Title
|
Multiple of Base Salary
|
Chief Executive Officer
|
6X
|
Chief Operating Officer
|
4.5X
|
CFO and Presidents
|
3X
|
Other Executives
|
2X
|
|
·
|
the amount was based upon the achievement of financial results that were subsequently the subject of an accounting restatement due to the material noncompliance with any financial reporting requirement under the federal securities laws;
|
|
·
|
the executive engaged in knowing or intentional fraudulent or illegal conduct that caused or partially caused the need for the restatement; and
|
|
·
|
a lower amount would have been paid to the executive based upon the restated results.
|
Members of the Compensation Committee:
Norman H. Wesley (Chairperson)
George V. Bayly
Thomas Kroeger
Sheila G. Talton
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
Year
|
Salary ($)
|
Bonus ($)
|
Stock Awards ($)(1)(2)
|
Option Awards ($)(1)
|
Non-Equity Incentive ($)(3)
|
Change in Pension ($)(4)
|
All Other Comp ($)(5)
|
Total ($)
|
|
Robert J. Keller
|
|||||||||
Chairman of the Board and Chief Executive Officer
|
2011
|
777,923
|
—
|
5,431,634
|
337,645
|
368,385
|
—
|
35,725
|
6,951,312
|
2010
|
755,446
|
—
|
467,838
|
—
|
440,826
|
—
|
35,353
|
1,699,463
|
|
2009
|
619,805
|
—
|
—
|
68,250
|
—
|
—
|
20,592
|
708,647
|
|
Boris Elisman
|
|||||||||
President and Chief Operating Officer
|
2011
|
525,000
|
—
|
697,433
|
183,260
|
189,420
|
18,000
|
27,599
|
1,640,712
|
2010
|
424,942
|
—
|
162,819
|
—
|
157,260
|
14,000
|
27,527
|
786,548
|
|
2009
|
349,971
|
—
|
—
|
31,500
|
—
|
18,000
|
18,974
|
418,445
|
|
Neal V. Fenwick
|
|||||||||
Executive Vice President
and Chief FinancialOfficer |
2011
|
446,164
|
—
|
459,895
|
120,890
|
130,793
|
259,575
|
34,885
|
1,452,202
|
2010
|
435,431
|
—
|
169,218
|
—
|
162,048
|
236,214
|
34,626
|
1,037,537
|
|
2009
|
363,095
|
—
|
—
|
31,500
|
—
|
1,444,000
|
26,949
|
1,865,544
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
Year
|
Salary ($)
|
Bonus ($)
|
Stock Awards
($)(1)(2)
|
Option Awards
($)(1)
|
Non-Equity Incentive ($)(3)
|
Change in Pension ($)(4)
|
All Other Comp ($)(5)
|
Total ($)
|
|
Christopher M. Franey
|
|||||||||
Executive Vice President and President, International and Kensington
|
2011
|
410,000
|
419,710
|
110,110
|
120,192
|
—
|
62,771
|
1,122,783
|
|
2010
|
367,920
|
—
|
130,824
|
—
|
122,135
|
—
|
57,040
|
677,919
|
|
2009
|
290,107
|
176,500(6)
|
—
|
21,000
|
—
|
—
|
122,298
|
609,905
|
|
Thomas H. Shortt
|
|||||||||
Executive Vice President and President, Product Strategy and Development
|
2011
|
409,375
|
—
|
419,710
|
110,110
|
120,008
|
—
|
27,063
|
1,086,266
|
2010
|
393,462
|
—
|
152,865
|
—
|
146,447
|
—
|
32,676
|
725,450
|
|
2009
|
260,192
|
—
|
—
|
26,250
|
—
|
—
|
476,184
|
762,626
|
(1)
|
The amounts in columns (e) and (f) reflect the aggregate grant date fair value for the fiscal year ended December 31 for each year shown that is attributable to stock and option awards made under the Company’s Amended and Restated 2011 Incentive Plan as determined in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 5 to the Company’s audited financial statements for the fiscal year ended December 31 for each year shown included in the Company’s Annual Reports on Form 10-K filed with the Securities and Exchange Commission.
|
(2)
|
The amounts in column (e) also include the grant date fair value of RSUs and PSUs granted in 2011. These awards are described in more detail in the footnotes to the tables in “Grants of Plan-Based Awards” and the “Outstanding Equity Awards at Fiscal Year End”. The values of the PSUs shown in this table are the target payout levels, based on the probable outcome of the performance conditions, determined as of the grant date. The maximum value of the PSUs granted in 2011 would equal 150% of the target award. Mr. Keller’s maximum potential 2011 PSU award value would be $1,394,420; for Messrs. Elisman, Fenwick, Franey and Shortt, the maximum potential 2011 PSU award values would be $756,818, $499,634, $455,430, and $455,430 respectively.
|
(3)
|
The amounts shown include the annual incentive award earned under the AIP by each of the named executive officers for the year 2011, which was paid at 45.1% of the target award opportunity. The 2011 one-year measurement cycle of the three-year 2010 LTIP cash award resulted in no accrual for 2011. See “Compensation Discussion and Analysis—Long-term Incentive Awards for 2010-2012 Performance Period.” For 2010, the amounts shown include the annual incentive award earned under the AIP by each of the named executive officers for that year and the amount earned for the one-year measurement cycle of the three-year 2010 LTIP cash award, which was accrued at 98.8% of target. For 2009, the amount listed represents the amount of the AIP award earned by each named executive officer under the AIP for that year.
|
(4)
|
The amounts listed represent the aggregate change in actuarial present value during each year shown for the named executive officer’s accumulated benefit provided under the ACCO Pension, SRP and, as to Mr. Fenwick, the retirement agreements described under “Pension Benefits.” None of the named executive officers earned any preferential amounts on their accounts in the nonqualified deferred compensation plans of which they are a participant. Messrs. Keller, Shortt, and Franey were not eligible to participate in the ACCO Pension and SRP at the time both plans were frozen, as they did not meet the minimum service requirement of the plans. During 2009, the accumulated benefit for Mr. Fenwick increased due to an increase in the inflation rate, a decrease in the discount rate, and an increase in the foreign exchange rate used in the actuarial present value calculation, which caused the significant change for that year. Further details about these plans are detailed under “Pension Benefits” and “Nonqualified Deferred Compensation” below.
|
(5)
|
The following table provides details about each component of the “All Other Compensation” column in the 2011 Summary Compensation Table.
|
Automobile
Allowance ($)
|
Company Contributions to Defined Contribution Plans ($)(a)
|
Tax Gross Ups, Tax Equalization and Relocation Expenses
($)(b)
|
Miscellaneous Perquisites ($)
|
Total ($)
|
|
Mr. Keller
|
15,996
|
11,025
|
—
|
8,704(c)
|
35,725
|
Mr. Elisman
|
13,992
|
11,025
|
—
|
2,582(c)
|
27,599
|
Mr. Fenwick
|
13,992
|
11,025
|
—
|
9,868(d)
|
34,885
|
Mr. Franey
|
13,992
|
11,025
|
33,685
|
4,069(c)
|
62,771
|
Mr. Shortt
|
13,992
|
11,025
|
—
|
2,046(c)
|
27,063
|
|
____________
|
|
(a)
|
The amounts represent the Company’s 2011 contribution to the tax-qualified 401(k) savings plan account for each of the named executive officers.
|
|
(b)
|
This amount represents the incremental cost incurred by the Company in connection with Mr. Franey’s expatriate assignment in the United Kingdom. Included in this amount is $12,039 for income and payroll tax gross ups.
|
|
(c)
|
Represents the cost to the Company for premiums paid on excess Long-term Disability and Group Term Life Insurance.
|
|
(d)
|
Represents the costs to the Company of personal benefits and perquisites for Mr. Fenwick, including premiums paid on excess long-term disability and group term life insurance, income tax preparation fees, and personal travel for himself and family members.
|
(6)
|
This amount includes a $76,500 sign-on bonus paid in conjunction with Mr. Franey joining the company and a $100,000 discretionary bonus awarded and paid for the year 2009.
|
Name
|
Grant
Date for Awards |
Estimated Future Payouts
under Non-Equity Incentive
Plan Awards(1)
|
Estimated Future Payouts under Equity Incentive
Plan Awards(2)
|
All Other Stock
Awards: Number
of Shares of Stock
or Units#(3)
|
All Other Option
Awards: Number
of Securities
Underlying
Options #(4)
|
Exercise or
Base Price of
Option Awards
($/Share)(5)
|
Grant Date
Fair Value
of Stock and
Option
Awards ($)(6)
|
||||
Threshold
($)
|
Target
($) |
Maximum
($)
|
Threshold
(#)
|
Target
(#) |
Maximum
(#)
|
||||||
Robert J. Keller
|
02/24/11
|
206,325
|
825,300
|
1,650,600
|
—
|
||||||
05/18/11
|
52,050
|
104,100
|
156,150
|
929,613
|
|||||||
05/18/11
|
539,700
|
4,502,021
|
|||||||||
05/18/11
|
87,700
|
8.93
|
337,645
|
||||||||
Boris Elisman
|
02/24/11
|
105,000
|
420,000
|
840,000
|
28,250
|
56,500
|
84,750
|
21,600
|
47,600
|
8.93
|
—
|
05/18/11
|
504,545
|
||||||||||
05/18/11
|
192,888
|
||||||||||
05/18/11
|
183,260
|
||||||||||
Neal V. Fenwick
|
02/24/11
|
73,125
|
292,500
|
585,000
|
—
|
||||||
05/18/11
|
18,650
|
37,300
|
55,950
|
333,089
|
|||||||
05/18/11
|
14,200
|
126,806
|
|||||||||
05/18/11
|
31,400
|
8.93
|
120,890
|
||||||||
Christopher M. Franey
|
02/24/11
|
66,625
|
266,500
|
533,000
|
—
|
||||||
05/18/11
|
17,000
|
34,000
|
51,000
|
303,620
|
|||||||
05/18/11
|
13,000
|
116,090
|
|||||||||
05/18/11
|
28,600
|
8.93
|
110,110
|
||||||||
Thomas H. Shortt
|
02/24/11
|
66,625
|
266,500
|
533,000
|
—
|
||||||
05/18/11
|
17,000
|
34,000
|
51,000
|
303,620
|
|||||||
05/18/11
|
13,000
|
116,090
|
|||||||||
05/18/11
|
28,600
|
8.93
|
110,110
|
(1)
|
The amounts shown were the potential AIP earnings for 2011 at threshold, target and maximum performance. The actual amounts of AIP awards for 2011 are included in column g of the Summary Compensation Table and further described in footnote (3) thereto.
|
(2)
|
Represents the threshold, target and maximum number of PSUs granted in 2011 to be earned based on achievement of performance metrics established by the Board of Directors annually for each year of the 2011-2013 three-year performance period. Any awards earned for each of the first two years are accrued and do not vest until completion of the three-year performance period.
|
(3)
|
Reflects RSUs which vest on the third anniversary date of the grant and for Mr. Keller includes a special retention award of 500,000 RSUs which vests on January 2, 2015, unless otherwise accelerated. See “Compensation Discussion and Analysis—Special Retention Award for Mr. Keller.”
|
(4)
|
Amounts shown represent unqualified stock options awarded under the LTIP.
|
(5)
|
The exercise price per share of each stock option award equals the average of the high and low sales price of a share of Company common stock on the date of grant as reported on the New York Stock Exchange.
|
(6)
|
Amounts represent the grant date fair value of each equity award granted in 2011 in accordance with FAS 123 (R).
|
Option and SSAR Awards
|
Stock Awards
|
|||||||
Name
|
Number of Securities Underlying Unexercised Options (#) or SSARs Exercisable
|
Number of Securities Underlying Unexercised Options (#)
or SSARs Unexercisable(1)
|
Option or SSARs Exercise Price ($)
|
Option or SSARs Expiration Date
|
Number of Shares or Units of Stock That Have Not Vested (#)
|
Market Value of Shares of Units That Have Not Vested ($)(3)
|
Equity Incentive Plan Awards: Number of Unearned Units That Have Not Vested (#)(4)
|
Equity Incentive Plan Awards: Market Value of Unearned Units That Have Not Vested ($)(3)
|
Robert J. Keller
|
—
|
87,700
|
8.93
|
5/18/2017
|
500,000(5)
|
4,825,000
|
45,667
|
440,687
|
—
|
108,333(2)
|
0.81
|
2/25/2016
|
39,700(6)
|
383,105
|
|||
105,000
|
—
|
2.59
|
11/7/2015
|
23,000(7)
|
221,950
|
|||
32,900(9)
|
317,485
|
|||||||
17,350(10)
|
167,428
|
|||||||
Boris Elisman
|
—
|
47,600
|
8.93
|
5/18/2017
|
21,600(6)
|
208,440
|
22,650
|
218,573
|
100,000
|
50,000(2)
|
0.81
|
2/25/2016
|
11,000(8)
|
106,150
|
|||
21,400
|
—
|
14.02
|
4/6/2015
|
11,450(9)
|
110,493
|
|||
7,000
|
—
|
21.49
|
3/15/2014
|
9,417(10)
|
90,874
|
|||
40,000
|
—
|
22.68
|
12/6/2012
|
|||||
39,877
|
—
|
19.59
|
11/28/2014
|
|||||
Neal V. Fenwick
|
—
|
31,400
|
8.93
|
5/18/2017
|
14,200(6)
|
137,030
|
16,400
|
158,260
|
100,000
|
50,000(2)
|
0.81
|
2/25/2016
|
11,000(8)
|
106,150
|
|||
21,400
|
—
|
14.02
|
3/18/2015
|
11,900(9)
|
114,835
|
|||
14,500
|
—
|
21.49
|
3/15/2014
|
6,217(10)
|
59,994
|
|||
90,000
|
—
|
22.68
|
12/6/2012
|
|||||
71,780
|
—
|
18.25
|
10/27/2014
|
|||||
39,877
|
—
|
14.42
|
9/28/2013
|
|||||
20,400
|
—
|
12.32
|
9/22/2012
|
|||||
Christopher M. Franey
|
—
|
28,600
|
8.93
|
5/18/2017
|
13,000(8)
|
125,450
|
14,400
|
138,960
|
66,667
|
33,333(2)
|
0.81
|
2/25/2016
|
4,530(8)
|
43,715
|
|||
9,600
|
—
|
14.02
|
12/10/2015
|
9,200(9)
|
88,780
|
|||
5,667(10)
|
54,687
|
|||||||
Thomas H. Shortt
|
—
|
28,600
|
8.93
|
5/18/2017
|
13,000(6)
|
125,450
|
14,916
|
143,939
|
83,333
|
41,667(2)
|
1.09
|
3/31/2016
|
10,751(9)
|
103,747
|
|||
5,667(10)
|
54,687
|
(1)
|
Unless otherwise noted, stock option and stock-settled stock appreciation awards vest ratably over the first three anniversaries of their original grant dates. Un-exercisable stock options and SSARs would accelerate and become immediately exercisable upon the death or disability of the named executive officer or upon a change-in-control.
|
(2)
|
Award is in the form of SSARs.
|
(3)
|
Reflects the value as calculated based on the $9.65 closing price of the Company’s common stock on December 30, 2011.
|
(4)
|
These amounts consist of unearned PSUs for the remainder of the respective 2010-2012 and 2011-2013 performance periods at a threshold level of performance. The vesting of these unearned PSUs could accelerate under the following circumstances:
|
Event
|
Result
|
Involuntary termination
|
Award would vest pro-rata, provided that the termination occurs after June 30 of the last year of the three-year performance grant cycle.
|
Retirement
|
Award would vest pro-rata.
|
Death, Disability or Change-in-Control
|
Award would fully vest.
|
(5)
|
Time vested restricted stock units that vest and convert into the right to receive an equal number of shares of the Company’s common stock on January 2, 2015 provided Mr. Keller remains an employee of the company at that time. The vesting of these stock units could accelerate under the following circumstances:
|
Event
|
Result
|
Involuntary Termination
|
Award would fully vest provided the termination occurs following the pending merger with MCOP.
|
Retirement
|
Award would not vest.
|
Death, Disability or Change-in-Control
|
The award would fully vest.
|
(6)
|
Time vested restricted stock units that vest and convert into the right to receive an equal number of shares of the Company’s common stock on May 18, 2014 provided the named executive officer remains and employee of the Company at that time. The vesting of these stock units could accelerate under the following circumstances and conditions.
|
Event
|
Result
|
Involuntary termination
|
Award would be prorated to date of separation.
|
Retirement
|
Award would vest pro-rata.
|
Death, Disability or Change-in-Control
|
Award would fully vest.
|
(7)
|
Time vested restricted stock units that vest and convert into the right to receive an equal number of shares of the Company’s common stock on November 7, 2012 provided Mr. Keller remains in the employ of the Company at that time. The vesting of these stock units could accelerate under same conditions as described in footnote (6) above.
|
(8)
|
Time vested restricted stock units that vest and convert into the right to receive an equal number of shares of the Company’s common stock on March 19, 2012 for Messrs. Fenwick and Elisman and December 10, 2012 for Mr. Franey, provided the named executive officer remains an employee of the Company at that time. The vesting of these stock units could accelerate as discussed in the footnote (6) above.
|
(9)
|
Represents PSUs from the 2010-2012 grant that have been earned based on 2010 and 2011 performance and will vest and convert into an equal number of shares of the Company’s common stock on December 31, 2012, provided that the officer remains in the employ of the Company as of that date. Under the events described in footnote (4) above, earned PSUs may become fully vested, except in the case of an involuntary termination that occurs prior to June 30 of the third year of the three-year performance cycle.
|
(10)
|
Represents PSUs from the 2011-2013 grant that have been earned based on 2011 performance and will vest and convert into an equal number of shares of the Company’s common stock on December 31, 2013 provided that the officer remains in the employ of the Company as of that date. Under the events described in footnote (4) above, earned PSUs may become fully vested, except in the case of an involuntary termination that occurs prior to June 30 of the third year of the three-year performance cycle.
|
Name
|
SSAR Awards
Number of Shares
Acquired on Exercise (#)
|
SSAR Awards Value Realized on Exercise
($)(3)
|
Stock Awards Number of Shares Acquired on Vesting (#)
|
Stock Awards
Value Realized on Vesting ($)(3)
|
Robert J. Keller
|
216,667
|
837,418(1)
|
15,000(2)
|
105,975
|
Boris Elisman
|
—
|
—
|
3,500(2)
|
30,905
|
Neal V. Fenwick
|
—
|
—
|
6,000(2)
|
52,980
|
Christopher M. Franey
|
—
|
—
|
—
|
—
|
Thomas H. Shortt
|
—
|
—
|
—
|
—
|
(1)
|
The value realized represents the difference between the strike price of the SSAR and the fair market value of the Company’s common stock on the date of exercise.
|
(2)
|
The value realized on the vesting of stock awards is the fair market value of our common stock at the time of vesting. For Mr. Keller, these RSUs were granted November 7, 2008 and vested November 7, 2011; for Messrs. Elisman and Fenwick, these RSUs were granted on March 16, 2007 and vested March 16, 2011.
|
(3)
|
The fair market value of our common stock used for purposes of this table is the average of the high and low share trade prices of the underlying stock on the date of exercise or vesting as the case may be as reported on the New York Stock Exchange.
|
Name
|
Plan Name
|
Years of Credited Service (1) (#)
|
Present Value of Accumulated Benefit(2) ($)
|
Payments During Last Fiscal Year ($)
|
Robert J. Keller
|
ACCO Pension
|
—
|
—
|
—
|
Supplemental Pension
|
—
|
—
|
—
|
|
Boris Elisman
|
ACCO Pension
|
4
|
59,000
|
—
|
Supplemental Pension
|
4
|
56,000
|
—
|
|
Neal V. Fenwick
|
ACCO Europe Pension
|
22
|
3,370,629
|
—
|
ACCO Pension
|
3
|
48,000
|
—
|
|
Supplemental Pension
|
3
|
59,000
|
—
|
Retirement Agreement
|
3
|
102,000
|
—
|
|
Christopher M. Franey
|
ACCO Pension
|
—
|
—
|
—
|
Supplemental Pension
|
—
|
—
|
—
|
|
Thomas H. Shortt
|
ACCO Pension
|
—
|
—
|
—
|
Supplemental Pension
|
—
|
—
|
—
|
(1)
|
The Pension Benefits table provides information regarding the number of years of credited service, the present value of accumulated benefits, and any payments made during the last fiscal year with respect to the ACCO Pension, the Company’s 2008 Amended and Restated Supplemental Retirement Plan (“Supplemental Pension”), the ACCO Europe Pension Plan (“ACCO Europe Pension”), and the retirement agreement for Mr. Fenwick.
|
(2)
|
Amounts reported above as the actuarial present value of accumulated benefits under the ACCO Pension and the Supplemental Pension are computed using the interest and mortality assumptions that the Company applies to amounts reported in its financial statement disclosures, and are assumed to be payable at age 65. The interest rate assumption is 5.01% for both plans. The mortality table assumption for the ACCO Pension is the 2011 Static Table for Annuitants per section 1.430(h)(3)-1(e) of the Internal Revenue Code for healthy lives. The mortality table assumption for the Supplemental Pension is the same. Amounts reported above as the actuarial present value of accumulated benefit for Mr. Fenwick under the ACCO Europe Pension assumes an interest rate of 4.7%, an inflation rate of 2.5%, an exchange rate (as of December 31, 2011) of $ 1.5391 to One British Pound and utilizes the PCMA00 Base table with Year-of-Birth Medium Cohort improvements and a 1% floor. Amount reported as the actuarial present value of accumulated benefit for Mr. Fenwick under his retirement agreement is computed using the same U.S. mortality and interest assumptions as apply under his respective U.S. pension plans, above, net of the applicable offset for those other benefits provided under his retirement agreement.
|
|
·
|
Involuntary Termination: 24 months of base salary and two years of target bonus for the year of separation for Mr. Keller and 21 months of base salary, one year of target bonus for each of the other named executive officers.
|
|
·
|
Change in Control Termination: 2.99 times base salary plus 2.99 times bonus for the year of separation for Mr. Keller and 2.25 times base salary plus 2.25 times bonus for the year of separation for each of the other named executive officers. The bonus amount is based on the greater of (i) a target bonus for the year of the named executive officer’s termination, or (ii) the bonus that would be paid using the Company’s most recent financial performance outlook report that is available as of the named executive officer’s termination date. The executive would also receive a pro-rata annual bonus for the year of the executive’s termination up through and including the termination effective date based on the greater of the latest projected performance level of the Company for that year or the target award.
|
|
·
|
Outplacement services for an amount not to exceed $60,000 for Mr. Keller and $30,000 for each other named executive officer.
|
|
·
|
Gross-up payment for any “golden parachute” excise tax that may be payable by them under Section 4999 of the Internal Revenue Code, plus any income and employment taxes on the gross-up payment, with respect to the severance payments and other benefits due to them (whether under the Executive Severance Plan or otherwise), unless the amount of any “excess parachute payments” paid or payable by them does not exceed 330% of the executive’s “base pay” as determined pursuant to Section 280G of the Internal Revenue Code, in which case the gross-up payment is not paid and the severance and other golden parachute payments would be reduced so that no amount would constitute an “excess parachute payment” for purposes of Sections 280G and 4999 of the Internal Revenue Code; and
|
|
·
|
Any amounts payable under the Executive Severance Plan are reduced by amounts payable to a named executive officer under any other severance plan applicable to the executive or agreement that has been entered into between the Company and the executive.
|
|
·
|
termination by the executive for retirement;
|
|
·
|
termination by the Company without cause; or
|
|
·
|
following (or in certain circumstances preceding) a change-in-control, a termination by the Company without “cause” or by the executive for “good reason”; or termination as a result of death or disability.
|
Termination
by Executive
for Retirement
|
Termination
by Company
without cause
|
Termination by the
Company without cause or by the executive for “good reason” following a change in control |
Death
or
Disability
|
|||||||||||||
Payments and Benefits Compensation:
|
||||||||||||||||
Cash severance(1)
|
$ | — | $ | 3,222,600 | $ | 4,817,787 | $ | — | ||||||||
Annual incentive(1)
|
— | 825,300 | 825,300 | — | ||||||||||||
Benefits:
|
||||||||||||||||
Continuation of benefits(2)
|
— | 18,258 | 27,296 | — | ||||||||||||
Outplacement services
|
— | 60,000 | 60,000 | — | ||||||||||||
Additional 401(k) Plan Contributions(3)
|
— | — | 32,965 | — | ||||||||||||
Long-Term Incentive Awards Acceleration:
|
||||||||||||||||
Value of Stock Options and SSARs(4)
|
13,079 | — |
1,020,808
|
970,743 | ||||||||||||
Value of Restricted Stock Units(5)
|
1,316,241 | 1,316,241 | 5,430,055 | 1,363,632 | ||||||||||||
Value of Performance Share Units(6)
|
484,913 | — | 1,912,795 | 484,913 | ||||||||||||
Value of Long-Term Cash Awards(7)
|
224,013 | — | 904,213 |
450,746
|
||||||||||||
Federal Excise Tax and Gross-up(8)
|
— | — | 5,209,802 | — | ||||||||||||
Total
|
$ | 2,038,246 | $ | 5,442,399 | $ |
$20,241,021
|
$ |
3,270,034
|
(1)
|
The cash severance represents base salary and incentive opportunity at target performance. Assumes a base salary of $786,000; a 2011 target bonus of 105% of bonus eligible earnings.
|
(2)
|
Represents the approximate value of the employer subsidy to broad-based employee benefit plans for the executive’s benefit during the severance period.
|
(3)
|
Represents 2.99 x the maximum annual Company contribution to Mr. Keller’s account under the Company’s 401(k) Plan.
|
(4)
|
Reflects the excess of the fair market value as of December 31, 2011 of the underlying shares over the exercise price of all unvested options and SSARs, the vesting of which accelerates in connection with the specified event.
|
(5)
|
Reflects the fair market value as of December 31, 2011 of the shares underlying all unvested restricted stock units which vest in connection with the specified event.
|
(6)
|
Reflects the unvested fair market value as of December 31, 2011 of the shares underlying unvested performance share units which would vest in connection with the specified event.
|
(7)
|
Reflects unvested long-term cash incentives as of December 31, 2011 which would vest in connection with the specified event.
|
(8)
|
Upon a change-in-control of the Company, Mr. Keller may be subject to certain excise taxes pursuant to Section 4999 of the Internal Revenue Code of 1986, as discussed above.
|
Termination
by Executive
for Retirement
|
Termination
by Company
without cause
|
Termination by the
Company without cause or by the executive for “good reason” following a change in control |
Death or Disability
|
|||||||||||||
Payments and Benefits Compensation:
|
||||||||||||||||
Cash severance(1)
|
$ | — | $ | 1,338,750 | $ | 2,126,250 | $ | — | ||||||||
Annual incentive(1)
|
— | 420,000 | 420,000 | — | ||||||||||||
Benefits:
|
||||||||||||||||
Continuation of benefits(2)
|
— | 21,806 | 28,036 | — | ||||||||||||
Outplacement services
|
— | 30,000 | 30,000 | — | ||||||||||||
Additional 401(k) Plan Contributions(3)
|
— | — | 24,806 | — | ||||||||||||
Pension enhancement(4)
|
— | — | 56,000 | — | ||||||||||||
Long-Term Incentive Awards Acceleration:
|
||||||||||||||||
Value of Stock Options and SSARs(5)
|
7,098 | — | 476,272 | 449,098 | ||||||||||||
Value of Restricted Stock Units(6)
|
143,592 | 143,592 | 314,590 | 149,324 | ||||||||||||
Value of Performance Share Units(7)
|
201,367 | — | 893,918 | 201,367 | ||||||||||||
Value of Long-Term Cash Awards(8)
|
77,987 | — | 314,787 |
156,921
|
||||||||||||
Federal Excise Tax and Gross-up(9)
|
1,882,303 | |||||||||||||||
Total
|
$ | 430,044 | $ | 1,954,148 | $ | 6,566,962 | $ |
956,710
|
(1)
|
The cash severance represents base salary and incentive opportunity at target performance. Assumes a base salary of $525,000; a 2011 target bonus of 80% of bonus eligible earnings.
|
(2)
|
Represents the approximate value of the employer subsidy to broad-based employee benefit plans for the executive’s benefit during the severance period.
|
(3)
|
Represents 2.25 x the maximum annual Company contribution to Mr. Elisman’s account under the Company’s 401(k) Plan.
|
(4)
|
Represents the additional benefit, payable under the SERP, computed using the interest and mortality assumptions that the Company applies to amounts reported in its financial statement disclosures, and are assumed to be payable at age
|
(5)
|
Reflects the excess of the fair market value as of December 31, 2011 of the underlying shares over the exercise price of all unvested options and SSARs, the vesting of which accelerates in connection with the specified event.
|
(6)
|
Reflects the fair market value as of December 31, 2011 of the shares underlying all unvested restricted stock units which vest in connection with the specified event.
|
(7)
|
Reflects the unvested fair market value as of December 31, 2011 of the shares underlying unvested performance share units which would vest in connection with the specified event.
|
(8)
|
Reflects unvested long-term cash incentives as of December 31, 2011 which would vest in connection with the specified event.
|
(9)
|
Upon a change-in-control of the Company, Mr. Elisman may be subject to certain excise taxes pursuant to Section 4999 of the Internal Revenue Code of 1986, as discussed above.
|
Termination
by Executive
for Retirement
|
Termination
by Company
without cause
|
Termination by the
Company without cause or by the executive for “good reason” following a change in control |
Death or Disability
|
|||||||||||||
Payments and Benefits Compensation:
|
||||||||||||||||
Cash severance(1)
|
$ | — | $ | 1,080,000 | $ | 1,670,625 | $ | — | ||||||||
Annual incentive(1)
|
— | 292,500 | 292,500 | — | ||||||||||||
Benefits:
|
||||||||||||||||
Continuation of benefits(2)
|
— | 21,806 | 28,036 | — | ||||||||||||
Outplacement services
|
— | 30,000 | 30,000 | — | ||||||||||||
Additional 401(k) Plan Contributions(3)
|
— | — | 24,806 | — | ||||||||||||
Pension enhancement(4)
|
— | — | 161,000 | — | ||||||||||||
Long-Term Incentive Awards Acceleration:
|
||||||||||||||||
Value of Stock Options and SSARs(5)
|
4,683 | — | 464,608 | 446,683 | ||||||||||||
Value of Restricted Stock Units(6)
|
128,808 | 128,808 | 243,180 | 134,540 | ||||||||||||
Value of Performance Share Units(7)
|
174,829 | — | 687,891 | 174,829 | ||||||||||||
Value of Long-Term Cash Awards(8)
|
80,818 | — | 326,218 |
162,818
|
||||||||||||
Federal Excise Tax and Gross-up(9)
|
— | — | 1,363,012 | — | ||||||||||||
Total
|
$ | 389,138 | $ | 1,553,114 | $ | 5,291,876 | $ |
918,670
|
(1)
|
The cash severance represents base salary and incentive opportunity at target performance. Assumes a base salary of $450,000; a 2011 target bonus of 65% of bonus eligible earnings.
|
(2)
|
Represents the approximate value of the employer subsidy to broad-based employee benefit plans for the executive’s benefit during the severance period.
|
(3)
|
Represents 2.25 x the maximum annual Company contribution to Mr. Fenwick’s account under the Company’s 401(k) Plan.
|
(4)
|
Represents the additional benefit, payable under the SERP, as well as a special retirement agreement, computed using the interest and mortality assumptions that the Company applies to amounts reported in its financial statement disclosures, and are assumed to be payable at age 65. The interest rate assumption is 4.7%. The mortality table
|
(5)
|
Reflects the excess of the fair market value as of December 31, 2011 of the underlying shares over the exercise price of all unvested options and SSARs, the vesting of which accelerates in connection with the specified event.
|
(6)
|
Reflects the fair market value as of December 31, 2011 of the shares underlying all unvested restricted stock units which vest in connection with the specified event.
|
(7)
|
Reflects the unvested fair market value as of December 31, 2011 of the shares underlying unvested performance share units which would vest in connection with the specified event.
|
(8)
|
Reflects unvested long-term cash incentives as of December 31, 2011 which would vest in connection with the specified event.
|
(9)
|
Upon a change-in-control of the Company, Mr. Fenwick may be subject to certain excise taxes pursuant to Section 4999 of the Internal Revenue Code of 1986, as discussed above.
|
Termination
by Executive
for Retirement
|
Termination
by Company
without cause
|
Termination by the
Company without cause or by the executive for “good reason” following a change in control |
Death or Disability
|
|||||||||||||
Payments and Benefits Compensation:
|
||||||||||||||||
Cash severance(1)
|
$ | — | $ | 984,000 | $ | 1,522,125 | $ | — | ||||||||
Annual incentive(1)
|
— | 266,500 | 266,500 | — | ||||||||||||
Benefits:
|
||||||||||||||||
Continuation of
benefits(2)
|
— | 15,976 | 20,540 | — | ||||||||||||
Outplacement services
|
— | 30,000 | 30,000 | — | ||||||||||||
Additional 401(k) Plan Contributions(3)
|
— | — | 24,806 | — | ||||||||||||
Long-Term Incentive Awards Acceleration:
|
||||||||||||||||
Value of Stock Options and SSARs(4)
|
4,265 | — | 315,058 | 298,731 | ||||||||||||
Value of Restricted Stock Units(5)
|
59,357 | 59,357 | 169,165 | 69,702 | ||||||||||||
Value of Performance Share Units(6)
|
143,467 | — | 589,944 | 143,467 | ||||||||||||
Value of Long-Term Cash Awards(7)
|
62,211 | — | 251,109 |
125,177
|
||||||||||||
Federal Excise Tax and Gross-up(8)
|
— | — | 1,413,226 | — | ||||||||||||
Total
|
$ | 269,300 | $ | 1,355,833 | $ | 4,602,473 | $ |
637,077
|
(1)
|
The cash severance represents base salary and incentive opportunity at target performance. Assumes a base salary of $410,000; a 2011 target bonus of 65% of bonus eligible earnings.
|
(2)
|
Represents the approximate value of the employer subsidy to broad-based employee benefit plans for the executive’s benefit during the severance period.
|
(3)
|
Represents 2.25 x the maximum annual Company contribution to Mr. Franey’s account under the Company’s 401(k) Plan.
|
(4)
|
Reflects the excess of the fair market value as of December 31, 2011 of the underlying shares over the exercise price of all unvested options and SSARs, the vesting of which accelerates in connection with the specified event.
|
(5)
|
Reflects the fair market value as of December 31, 2011 of the shares underlying all unvested restricted stock units which vest in connection with the specified event.
|
(6)
|
Reflects the unvested fair market value as of December 31, 2011 of the shares underlying unvested performance share units which would vest in connection with the specified event.
|
(7)
|
Reflects unvested long-term cash incentives as of December 31, 2011 which would vest in connection with the specified event.
|
(8)
|
Upon a change-in-control of the Company, Mr. Franey may be subject to certain excise taxes pursuant to Section 4999 of the Internal Revenue Code of 1986, as discussed above.
|
Termination
by Executive
for Retirement
|
Termination
by Company
without cause
|
Termination by the
Company without cause or by the executive for “good reason” following a change in control |
Death or Disability
|
|||||||||||||
Payments and Benefits Compensation:
|
||||||||||||||||
Cash severance(1)
|
$ | — | $ | 984,000 | $ | 1,522,125 | $ | — | ||||||||
Annual incentive(1)
|
— | 266,500 | 266,500 | — | ||||||||||||
Benefits:
|
||||||||||||||||
Continuation of
benefits(2)
|
— | — | — | — | ||||||||||||
Outplacement services
|
— | 30,000 | 30,000 | — | ||||||||||||
Additional 401(k) Plan Contributions(3)
|
— | — | 24,806 | — | ||||||||||||
Long-Term Incentive Awards Acceleration:
|
||||||||||||||||
Value of Stock Options and SSARs(4)
|
4,265 | — | 388,928 | 372,601 | ||||||||||||
Value of Restricted Stock Units(5)
|
25,987 | 25,987 | 125,450 | 25,987 | ||||||||||||
Value of Performance Share Units(6)
|
158,434 | — | 624,848 | 158,434 | ||||||||||||
Value of Long-Term Cash Awards(7)
|
73,047 | — | 294,847 |
146,980
|
||||||||||||
Federal Excise Tax and Gross-up(8)
|
— | 1,245,810 | ||||||||||||||
Total
|
$ | 261,733 | $ | 1,306,487 | $ | 4,523,314 | $ |
704,002
|
(1)
|
The cash severance represents base salary and incentive opportunity at target performance. Assumes a base salary of $410,000; a 2011 target bonus of 65% of bonus eligible earnings.
|
(2)
|
Mr. Shortt did not elect to participate in the Company’s welfare benefit plans in 2011, and would not be eligible for those benefits upon termination of his employment.
|
(3)
|
Represents 2.25 x the maximum annual Company contribution to Mr. Shortt’s account under the Company’s 401(k) Plan.
|
(4)
|
Reflects the excess of the fair market value as of December 31, 2011 of the underlying shares over the exercise price of all unvested options and SSARs, the vesting of which accelerates in connection with the specified event.
|
(5)
|
Reflects the fair market value as of December 31, 2011 of the shares underlying all unvested restricted stock units which vest in connection with the specified event.
|
(6)
|
Reflects the unvested fair market value as of December 31, 2011 of the shares underlying unvested performance share units which would vest in connection with the specified event.
|
(7)
|
Reflects unvested long-term cash incentives as of December 31, 2011 which would vest in connection with the specified event.
|
(8)
|
Upon a change-in-control of the Company, Mr. Shortt may be subject to certain excise taxes pursuant to Section 4999 of the Internal Revenue Code of 1986, as discussed above.
|
Name
|
Fees Earned or Paid in Cash
|
Stock Awards(1)
|
Total
|
George V. Bayly
|
$81,750
|
$73,500
|
$155,250
|
Kathleen S. Dvorak
|
98,250
|
73,500
|
171,750
|
G. Thomas Hargrove
|
102,750
|
73,500
|
176,250
|
Robert H. Jenkins
|
110,750
|
73,500
|
184,250
|
Thomas Kroeger
|
93,750
|
73,500
|
167,250
|
Michael Norkus
|
104,250
|
73,500
|
177,750
|
Sheila G. Talton
|
93,750
|
73,500
|
167,250
|
Norman H. Wesley
|
93,750
|
73,500
|
167,250
|
(1)
|
Represents the proportionate amount of the total grant date fair value of stock awards determined in accordance with FASB ASC Topic 718. The assumptions used in determining the grant date fair values of these awards are set forth in Note 3 to the Company’s consolidated financial statements, which are included in our Annual Report on Form 10-K for the year ended December 31, 2011 filed with the SEC.
|
Director
|
Number of RSUs
|
George V. Bayly
|
32,849
|
Kathleen S. Dvorak
|
18,478
|
G. Thomas Hargrove
|
32,849
|
Robert H. Jenkins
|
28,766
|
Thomas Kroeger
|
20,888
|
Michael Norkus
|
20,888
|
Sheila G. Talton
|
18,478
|
Norman H. Wesley
|
32,849
|
Plan category
|
Number of
securities to be Issued upon exercise of outstanding options, warrants and rights (a) |
Weighted-average
exercise price of outstanding options, warrants and rights (b) |
Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) |
|||||||||
Equity compensation plans approved by security holders(1)
|
6,108,456 | $ | 12.23 | 2,432,992 | (2) | |||||||
Equity compensation plans not approved by security holders
|
— | — | — | |||||||||
Total
|
6,108,456 | $ | 12.23 | 2,432,992 | (2) |
(1)
|
This number includes 4,268,142 common shares that were subject to issuance upon the exercise of stock options/SSARs granted under the 2011 Amended and Restated Incentive Plan (the “Restated Plan”), and 1,840,314 common shares that were subject to issuance upon the exercise of stock options/SSARs pursuant to the Company’s 2005 Assumed Option and Restricted Stock Unit Plan. The weighted-average exercise price in column (b) of the table reflects all such options/SSARs.
|
(2)
|
These are shares available for grant as of December 31, 2011 under the Restated Plan pursuant to which the compensation committee of the Board of Directors may make various stock-based awards including grants of stock options, stock-settled appreciation rights, restricted stock, restricted stock units and performance share units. In addition to these shares, the following shares may become available for grant under the Restated Plan and, to the extent such shares have become available as of December 31, 2011, they are included in the table as available for grant: shares covered by outstanding awards under the Plan that were forfeited or otherwise terminated.
|
|
·
|
each person known to us that owns more than 5% of the outstanding shares of the Company’s common stock;
|
|
·
|
our executive officers;
|
|
·
|
our directors; and
|
|
·
|
all directors and executive officers of the Company as a group.
|
Beneficial Ownership
|
|||||
Name
|
Number of
Shares |
Number of
Shares Subject to Options and SSARs(1) |
Number of
Shares Subject to RSUs(2) |
Total
|
Percent
|
Wellington Management Company, LLP
75 State St.
Boston, MA 02109(3)
|
7,666,990
|
—
|
—
|
7,666,990
|
13.8%
|
Invesco Ltd.
1555 Peachtree St. NE
Atlanta, GA 30309(4)
|
5,968,241
|
—
|
—
|
5,968,241
|
10.8%
|
BlackRock, Inc.
40 East 52nd St
New York, NY 10022(6)
|
5,955,364
|
—
|
—
|
5,955,364
|
10.7%
|
Wells Fargo & Company
420 Montgomery St.
San Francisco, CA 94163(5)
|
4,771,039
|
—
|
—
|
4,771,039
|
8.6%
|
JP Morgan Chase & Co.
270 Park Ave.
New York, NY 10017(7)
|
2,907,904
|
—
|
—
|
2,907,904
|
5.2%
|
George V. Bayly
|
20,000
|
—
|
32,849
|
52,849
|
*
|
Kathleen S. Dvorak
|
—
|
—
|
18,478
|
18,478
|
*
|
G. Thomas Hargrove
|
80,000
|
—
|
32,849
|
112,849
|
*
|
Robert H. Jenkins
|
12,000
|
—
|
28,766
|
40,766
|
*
|
Robert J. Keller
|
224,127
|
213,333
|
11,961
|
449,421
|
*
|
Thomas Kroeger
|
—
|
—
|
20,888
|
20,888
|
*
|
Michael Norkus
|
52,000
|
—
|
20,888
|
72,888
|
*
|
Sheila Talton
|
—
|
—
|
18,478
|
18,478
|
*
|
Norman H. Wesley
|
29,671
|
—
|
32,849
|
62,520
|
*
|
Mark C. Anderson
|
685
|
62,200
|
5,800
|
68,685
|
*
|
Boris Elisman
|
8,398
|
258,277
|
11,000
|
277,675
|
*
|
Neal V. Fenwick(8)
|
76,543
|
427,957
|
11,000
|
515,410
|
*
|
Christopher M. Franey(9)
|
625
|
109,600
|
—
|
110,225
|
*
|
David L. Kaput(10)
|
19,079
|
79,400
|
6,800
|
105,279
|
*
|
Thomas P. O’Neill, Jr.(11)
|
63,981
|
54,266
|
6,200
|
124,447
|
*
|
Steven Rubin(12)
|
71,917
|
110,266
|
11,000
|
193,183
|
*
|
Thomas H. Shortt(13)
|
2,645
|
125,000
|
—
|
127,645
|
*
|
Thomas W. Tedford
|
—
|
—
|
—
|
—
|
*
|
All directors and executive officers as a group (18 persons)
|
661,671
|
1,440,299
|
269,806
|
2,371,776
|
4.3%
|
|
* Less than 1%
|
(1)
|
Indicates the number of shares of ACCO Brands common stock issuable upon the exercise of options or SSARs exercisable on or within 60 days of March 7, 2012.
|
(2)
|
Indicates the number of shares subject to vested restricted stock units (RSUs) and RSUs that vest within 60 days of March 7, 2012. For members of our Board of Directors, these units represent the right to receive one share of ACCO Brands common stock upon cessation of service as a member of the Board of Directors or a change-in-control of ACCO Brands.
|
(3)
|
Based solely on a Schedule 13G/A filed with the SEC on February 14, 2012 by Wellington Management Company, LLP and affiliated persons. Wellington Management Company, LLP does not have sole dispositive power over any of the shares and has shared voting power over 6,396,040 of the shares.
|
(4)
|
Based solely on a Schedule 13G/A filed with the SEC by Invesco Ltd. and affiliated persons on February 6, 2012. Of these shares, Invesco Ltd. has sole voting and dispositive power over 5,898,195 shares.
|
(5)
|
Based solely on a Schedule 13G filed with the SEC on January 24, 2012 by Wells Fargo & Company on its own behalf and on behalf of certain subsidiaries. Of these shares, Wells Fargo & Company has sole voting power over 4,628,100 shares and sole dispositive power over 4,765,568 shares.
|
(6)
|
Based solely on a Schedule 13G/A filed with the SEC on January 10, 2012 by BlackRock, Inc. which has sole voting and dispositive power over all of the shares.
|
(7)
|
Based solely on a Schedule 13G/A filed with the SEC on January 25, 2012. Of these shares, JP Morgan Chase & Co. has sole voting power over 2,717,859 shares and sole dispositive power over 2,901,446 shares.
|
(8)
|
Includes 430 shares owned by Mr. Fenwick’s wife and 1,000 shares held for the benefit of his children.
|
(9)
|
All of the shares are owned by Mr. Franey through ACCO’s 401(k) plan.
|
(10)
|
Includes 979 shares owned by Mr. Kaput through ACCO’s 401(k) plan.
|
(11)
|
Includes 3,952 shares owned by Mr. O’Neill through ACCO’s 401(k) plan.
|
(12)
|
Includes 1,035 shares owned by Mr. Rubin through ACCO’s 401(k) plan.
|
(13)
|
All of these shares are owned by Mr. Shortt through ACCO’s 401(k) plan.
|
2010
|
2011
|
|||||||
Audit Fees
|
$ | 2,195,000 | $ | 2,376,000 | ||||
Audit-related fees
|
— | — | ||||||
Tax fees
|
243,000 | 237,000 | ||||||
All other fees
|
54,000 | 535,000 | ||||||
Total
|
$ | 2,492,000 | $ | 3,148,000 |
ACCO Brands Corporation
(Registrant)
|
|||
|
By:
|
/s/Steven Rubin | |
Steven Rubin
|
|||
Senior Vice President, Secretary
|
|||
and General Counsel | |||
March 14, 2012
|
Exhibit No. |
Description of Exhibit
|
|
31.1
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
31.2
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
Date: March 14, 2012
|
/s/Robert J. Keller | ||
Robert J. Keller
|
|||
Chairman of the Board and
|
|||
Chief Executive Officer |
Date: March 14, 2012
|
/s/Neal V. Fenwick | ||
Neal V. Fenwick
|
|||
Executive Vice President and
|
|||
Chief Financial Officer
|
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