Delaware | 1-9344 | 56-0732648 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(1) | the election of three directors of the Company; |
(2) | the approval of the Executive Bonus Plan; |
(3) | the ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2014; |
(4) | an advisory vote to approve the Company’s executive compensation; and |
(5) | a stockholder proposal regarding the Company’s classified Board of Directors. |
Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
John P. Clancey | 41,614,442 | 22,403,402 | 4,351,865 | |||
Richard C. Ill | 58,037,287 | 5,980,557 | 4,351,865 | |||
Ted B. Miller, Jr. | 41,648,356 | 22,369,488 | 4,351,865 |
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
62,809,748 | 1,174,604 | 33,492 | 4,351,865 |
Votes For | Votes Against | Abstentions | ||
67,830,168 | 517,969 | 21,572 |
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
60,047,119 | 3,807,533 | 163,192 | 4,351,865 |
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
36,721,589 | 26,334,146 | 962,109 | 4,351,865 |
Exhibit No. | Description | |
10.1 | Airgas, Inc. Executive Bonus Plan |
• | Earnings per share (EPS) |
• | Return on capital (ROC) |
• | Earnings before interest, taxes, depreciation, amortization and special gains (charges) (Adjusted EBITDA) |
• | Sales |
• | Return on equity (ROE) |
• | After tax cash flow (ATCF) |
• | Free cash flow (FCF) |
• | Operating expense as a percentage of sales |
• | Gross profit |
• | Days purchases outstanding (DPO) |
• | Operating income (OI) |
• | Days sales outstanding (DSO) |
• | Working capital |
• | Transactions accuracy |
• | Newly hired Participants will immediately be eligible for the Plan. |
• | Base salary will be accumulated from the date of hire to the end of the Plan Year, unless eligibility ceases prior to that date. |
• | For Participants who transfer from one job or employee status to another, eligibility will depend on their award eligibility before and after transferring. |
• | If a Participant transfers from a position that is not Plan eligible to a position that is eligible for an Award under the Plan, the Award will be prorated based on the time in the Plan eligible position. All calculations are done using Plan Year-end financial data. |
• | If a Participant transfers from a position that is eligible for an Award under the Plan to a position that is not Plan eligible, the Award will be prorated based on the length of time in the Plan eligible position. All calculations are done using Plan Year-end financial data. |
• | If a Participant transfers from one position that is eligible for an Award under the Plan to another position that is eligible for an Award under the Plan, participation in the Plan will continue uninterrupted. However, if the transfer involves a move that will change the weightings used to determine a Participant's Award, the Award calculation will be based on the pro-rated time spent in each position. All calculations will be done using Plan Year-end data. Accountabilities must be separately established and assessed for each position. |
• | If a Participant is promoted during the Plan Year, new accountabilities must be established to reflect the new position. |
• | Employees who are not employed by the Company on the last day of the Plan Year are not deemed to be Participants and therefore are ineligible to receive any Award under the Plan, except for the following circumstances: |
• | Participants who retire, become disabled or die during the Plan Year will be eligible for a prorated Award. The Award will be calculated from the date when they become eligible, normally the beginning of the Plan Year to the date of retirement, disability or death. |
• | If a Participant is on a leave of absence at the end of the Plan Year, he or she will be eligible for an Award provided that he or she returns to work as an active employee. Any Award paid will be prorated based upon the length of time the Participant was actively working during the Plan Year. The calculation will be made using Plan Year-end financial data. The Award payment will be made in the next regularly scheduled payroll cycle at the end of the Participant's first month of employment following his or her return from leave of absence. |
• | If a Participant is on a leave of absence during the Plan Year and returns during the Plan Year, he or she will be eligible for an Award. Any Award paid will be prorated based upon the length of time a Participant was actively working during the Plan Year. The calculation will be made using Plan Year-end financial data. |