Form 20-F þ | Form 40-F o |
Yes o | No þ |
Yes o | No þ |
| REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 33-97746) FILED WITH THE SEC ON OCTOBER 4, 1995; |
| REGISTRATION STATEMENT ON FORM S-8 (NO. 333-42434) FILED WITH THE SEC ON JULY 28, 2000; |
| REGISTRATION STATEMENT ON FORM S-8 (NO. 333-119564) FILED WITH THE SEC ON OCTOBER 6, 2004; |
| REGISTRATION STATEMENT ON FORM S-8 (NO. 333-147683) FILED WITH THE SEC ON NOVEMBER 28, 2007; AND |
| REGISTRATION STATEMENT ON FORM S-8 (NO. 333-166523) FILED WITH THE SEC ON MAY 5, 2010. |
TEEKAY CORPORATION |
||||
Date: April 29, 2011 | By: | /s/ Vincent Lok | ||
Vincent Lok | ||||
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
||||
-2-
![]() |
TEEKAY CORPORATION | |
4th Floor, Belvedere Building, | ||
69 Pitts Bay Road, Hamilton, HM 08 Bermuda |
Place: | The Mayfair Suite St. Jamess Hotel and Club 7-8 Park Place, St. Jamess London SW1A 1LS |
|
Date: | Friday, June 10, 2011 |
|
Time: | 9:00 a.m. British Summer Time |
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS |
1 | |||
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND
THE ANNUAL MEETING |
2 | |||
Q: Why am I receiving these materials? |
2 | |||
Q: What information is contained in this proxy
statement? |
2 | |||
Q: How may I obtain Teekay’s annual report to
shareholders? |
2 | |||
Q: How may I obtain Teekay’s Annual Report on
Form 20-F filed with the Securities Exchange Commission (or SEC) |
2 | |||
Q: What items of business will be voted on at the
annual meeting? |
2 | |||
Q: How does the Board recommend that I vote? |
2 | |||
Q: What shares can I vote? |
2 | |||
Q: What is the difference between holding shares as a
shareholder of record and as a beneficial owner? |
3 | |||
Q: How can I attend the annual meeting? |
3 | |||
Q: How can I vote my shares in person at the annual
meeting? |
3 | |||
Q: How can I vote my shares without attending the
annual meeting? |
3 | |||
Q: Can I change my vote? |
4 | |||
Q: Is my vote confidential? |
4 | |||
Q: How many shares must be present or represented to
conduct business at the annual meeting? |
4 | |||
Q: How are votes counted? |
4 | |||
Q: What is the voting requirement to approve each of
the proposals? |
4 | |||
Q: Is cumulative voting permitted for the election of
directors? |
4 | |||
Q: What happens if additional matters are presented at
the annual meeting? |
5 | |||
Q: What should I do if I receive more than one set of
voting materials? |
5 | |||
Q: How may I obtain a separate set of voting
materials? |
5 | |||
Q: Who will bear the cost of soliciting votes for the
annual meeting? |
5 | |||
Q: Where can I find the voting results of the annual
meeting? |
5 | |||
Q: What is the deadline to propose actions for
consideration at next year’s annual meeting of shareholders or to nominate individuals to serve as
directors? |
5 | |||
Q: How may I communicate with Teekay’s Board or
the non-management directors on Teekay’s Board? |
6 | |||
CORPORATE
GOVERNANCE PRINCIPLES AND BOARD MATTERS |
7 | |||
COMPENSATION DISCUSSION AND ANALYSIS |
12 | |||
COMPENSATION COMMITTEE REPORT |
14 | |||
2010 SUMMARY COMPENSATION TABLE |
15 | |||
2010 GRANTS OF PLAN-BASED AWARDS |
16 | |||
OUTSTANDING EQUITY AWARDS AT 2010 FISCAL YEAR-END |
17 | |||
2010 OPTION EXERCISES AND STOCK VESTED |
17 | |||
DIRECTOR COMPENSATION |
18 | |||
NON-EMPLOYEE
DIRECTOR COMPENSATION TABLE FOR 2010 |
18 | |||
PROPOSALS TO BE VOTED ON |
19 | |||
PROPOSAL NO. 1 ELECTION OF DIRECTORS |
19 | |||
INFORMATION ABOUT THE DIRECTOR NOMINEES |
20 | |||
INFORMATION ABOUT DIRECTORS CONTINUING IN OFFICE |
21 | |||
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
23 | |||
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS |
24 | |||
EXECUTIVE OFFICERS |
25 | |||
PRINCIPAL AUDITOR FEES AND SERVICES |
27 | |||
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS |
28 |
i
Time and Date
|
Friday, June 10, 2011 9:00 am British Summer Time |
|
Place
|
The Mayfair Suite St. Jamess Hotel and Club 7-8 Park Place, St. Jamess London SW1A 1LS |
|
Items of Business
|
(1) To elect four directors to Teekays Board of Directors for a term of three
years. |
|
(2) To transact such other business as may properly come before the annual meeting
or any adjournment or postponement of the meeting. |
||
Adjournments and
Postponements
|
Any action on the items of business described above may be considered at the annual
meeting at the time and on the date specified above or at any time and date to
which the annual meeting may be properly adjourned or postponed. |
|
Record Date
|
The record date for the annual meeting is April 12, 2011. Only shareholders of
record at the close of business on that date will be entitled to notice, and to
vote at, the annual meeting or any adjournment or postponement of the meeting. |
|
Internet Availability
|
We are furnishing proxy materials to our shareholders over the Internet. On or
about April 29, 2011, we will mail to our shareholders a notice containing
instructions on how to access our 2011 proxy statement and annual report via the
Internet and vote online. The notice also provides instruction on how shareholders
can request a paper copy of these documents, if they desire, and how shareholders
can enroll in e-delivery to receive future annual materials via email. |
|
Voting
|
Your vote is very important. Whether or not you plan to attend the annual meeting,
we encourage you to read this proxy statement and submit your proxy or voting
instructions as soon as possible. For specific instructions on how to vote your
shares, please refer to the section entitled Questions and Answers beginning on
page 2 of the proxy statement and the instructions on the proxy or voting
instruction card. |
1
Q: | Why am I receiving these materials? |
|
A: | The Board of Directors (or Board) of Teekay Corporation, a corporation organized in the Republic of The Marshall Islands
(or Teekay), is providing these proxy materials to you in connection with Teekays Annual Meeting of Shareholders, which
will take place on Friday, June 10, 2011. As a shareholder, you are invited to attend the annual meeting and are entitled
and requested to vote on the items of business described in this proxy statement. |
Q: | What information is contained in this proxy statement? |
|
A: | The information included in this proxy statement relates to the proposals to be voted on at the annual meeting, the voting
process, the compensation of directors and Teekays most highly-paid executive officers, and certain other information
about Teekay. |
Q: | How may I obtain Teekays annual report to shareholders? |
|
A: | A copy of our annual report to shareholders may be found in the Investor Center section of our website at www.teekay.com. |
Q: | How may I obtain Teekays Annual Report on Form 20-F filed with the Securities Exchange Commission (or SEC) |
|
A: | Our 2010 Annual Report on Form 20-F constitutes our annual report to shareholders. Copies of the 2010 Annual Report on
Form 20-F are available under SEC Filings in the Investor Center section of our website at www.teekay.com, and at the
SECs EDGAR database on the SECs website at www.sec.gov. Shareholders may also request a free copy of our 2010 Annual
Report on Form 20-F from: |
Q: | What items of business will be voted on at the annual meeting? |
|
A: | The items of business scheduled to be voted on at the annual meeting are: |
| The election of four directors to Teekays Board for a term of three years; and |
||
| Any other business that properly comes before the annual meeting. |
Q: | How does the Board recommend that I vote? |
|
A: | The Board recommends that you vote your shares FOR each of the nominees to the Board. |
Q: | What shares can I vote? |
|
A: | Each share of Teekays common stock issued and outstanding as of the close of business on April 12, 2011, the record date
for the annual meeting, is entitled to be voted on all items being voted upon at the meeting. The record date for the
annual meeting is the date used to determine both the number of shares of Teekays common stock that are entitled to be
voted at the annual meeting and the identity of the shareholders of record and beneficial owners of those shares of common
stock who are entitled to vote those shares at the annual meeting. On the record date for the annual meeting, we had
approximately 72,318,546 shares of common stock issued and outstanding. |
2
You may vote all shares owned by you as of the record date for the annual meeting,
including (1) shares held directly in your name as the shareholder of record, including
shares purchased through Teekays Dividend Reinvestment Plan, and (2) shares held for you
as the beneficial owner through a broker, trustee or other nominee such as a bank. |
Q: | What is the difference between holding shares as a shareholder of record and as a beneficial owner? |
|
A: | Most Teekay shareholders hold their shares through a broker or other nominee rather than directly in their own name. As
summarized below, there are some distinctions between shares held of record and those owned beneficially. |
Q: | How can I attend the annual meeting? |
|
A: | You are entitled to attend the annual meeting only if you were a
Teekay shareholder as of the close of business on April 12, 2011 or
you hold a valid proxy for the annual meeting. You should be prepared
to present photo identification for admittance. In addition, if you
are a shareholder of record, your name will be verified against the
list of shareholders of record on the record date prior to your being
admitted to the annual meeting. If you are not a shareholder of
record but hold shares through a broker or nominee (i.e., in street
name), you should provide proof of beneficial ownership on the record
date, such as your most recent account statement prior to the record
date, a copy of the voting instruction card provided by your broker,
trustee or nominee or other similar evidence of ownership. If you do
not provide photo identification or comply with the procedures
outlined above upon request, you will not be admitted to the annual
meeting. The meeting is scheduled to begin promptly at 9:00 am
British Summer Time. |
Q: | How can I vote my shares in person at the annual meeting? |
|
A: | Shares held in your name as the shareholder of record may be voted in
person at the annual meeting. Shares held beneficially in street name
may be voted in person only if you obtain a legal proxy from the
broker, trustee or nominee that holds your shares giving you the right
to vote the shares. Even if you plan to attend the annual meeting, we
recommend that you also submit your proxy or voting instructions as
described below so that your vote will be counted if you later decide
not to attend the meeting. |
Q: | How can I vote my shares without attending the annual meeting? |
|
A: | Whether you hold shares directly as the shareholder of record or
beneficially in street name, you may direct how your shares are voted
without attending the meeting. If you are a shareholder of record,
you may vote by submitting a proxy. If you hold shares beneficially
in street name, you may vote by submitting voting instructions to your
broker, trustee or nominee. |
3
Q: | Can I change my vote? |
|
A: | You may change your vote at any time prior to the vote at the annual
meeting. If you are the shareholder of record, you may change your
vote by granting a new proxy bearing a later date (which automatically
revokes the earlier proxy, by providing a written notice of revocation to Teekays Corporate Secretary by mail received prior to your shares being voted, or by
attending the annual meeting and voting in person. Attendance at the meeting will not cause your previously granted proxy to be
revoked unless you specifically so request. For shares you hold beneficially in street name, you may change your vote by submitting
new voting instructions to your broker, trustee or nominee, or, if you have obtained a legal proxy from your broker or nominee
giving you the right to vote your shares, by attending the meeting and voting in person. |
Q: | Is my vote confidential? |
|
A: | Proxy instructions, ballots and voting tabulations that identify individual shareholders are handled in a
manner that protects your voting privacy. Your vote will not be disclosed either within Teekay or to
third parties, except (1) as necessary to meet applicable legal requirements, (2) to allow for the
tabulation of votes and certification of the vote and (3) to facilitate a successful proxy solicitation. |
Q: | How many shares must be present or represented to conduct business at the annual meeting? |
|
A: | The general quorum requirement for holding the annual meeting and transacting business is that holders of
a majority of shares of Teekays common stock entitled to vote must be present in person or represented by
proxy. However, the number of shares required to be represented at the annual meeting to constitute a
quorum is reduced from a majority to one-third of the shares entitled to vote on a specific matter if that
matter is recommended by the Continuing Directors (as defined below) or, for purposes of voting on the
election of directors, if all nominees are recommended by the Continuing Directors. Continuing Directors
means the incumbent members of the Board of Directors that were members of the Board on May 31, 2006 and
any persons who have been or are subsequently elected or appointed to the Board if such persons are
recommended by a majority of the Continuing Directors. The Continuing Directors have recommended for
election all the nominees for director set out in this proxy statement. Accordingly, the quorum for this
matter will be one-third of the shares entitled to vote, present in person or represented by proxy.
Abstentions will be counted for the purpose of determining the presence of a quorum, but broker non-votes
will not be counted for purposes of determining a quorum. |
Q: | How are votes counted? |
|
A: | In the election of directors, you may vote FOR all of the nominees or your vote may be WITHHELD with
respect to one or more of the nominees. For any other item of business, you may vote FOR, AGAINST or
ABSTAIN. If you ABSTAIN, the abstention has the same effect as a vote AGAINST. |
|
If you provide specific instructions for a given item, your shares will be voted as you
instruct on such item. If you sign your proxy card or voting instruction card without
giving specific instructions, your shares will be voted in accordance with the
recommendations of the Board (i.e., FOR all of Teekays nominees to the Board and in the
discretion of the proxy holders on any other matters that properly come before the
meeting). |
||
If you hold shares beneficially in street name and do not provide your broker with voting
instructions, your shares may constitute broker non-votes. Generally, broker non-votes
occur on a matter when a broker is not permitted to vote on that matter without
instructions from the beneficial owner and instructions are not given. In tabulating the
voting result for any particular proposal, shares that constitute broker non-votes are not
considered entitled to vote on that proposal. Thus, broker non-votes will not affect the
outcome of any matter being voted on at the meeting, assuming that a quorum is obtained. |
Q: | What is the voting requirement to approve each of the proposals? |
|
A: | In the election of directors, the four persons receiving the highest number of FOR votes at the annual meeting will be
elected. Any other proposals require the affirmative FOR vote of a majority of those shares present in person or
represented by proxy and entitled to vote on that proposal at the annual meeting. |
Q: | Is cumulative voting permitted for the election of directors? |
|
A: | No. Teekay does not allow you to cumulate your vote in the election of directors. For all matters proposed for shareholder
action at the annual meeting, each share of common stock outstanding as of the close of business on the record date is
entitled to one vote. |
4
Q: | What happens if additional matters are presented at the annual meeting? |
|
A: | Other than the one item of business described in this proxy statement, we are not aware of any business to be acted upon at
the annual meeting. If you grant a proxy, the persons named as proxy holders, Peter Evensen, Vincent Lok and Arthur J.
Bensler, will have the discretion to vote your shares on any additional matters properly presented for a vote at the
meeting. If for any unforeseen reason any of our nominees are not available as a candidate for director, the persons named
as proxy holders will vote your proxy for such candidate or candidates as may be nominated by the Board, unless the Board
chooses to reduce the number of directors serving on the Board. |
Q: | What should I do if I receive more than one set of voting materials? |
|
A: | If you request a printed set of voting materials, you may receive more than one set of voting materials, including multiple
copies of this proxy statement and multiple proxy or voting instruction cards. For example, if you hold your shares in
more than one brokerage account, you may receive a separate voting instruction card for each brokerage account in which you
hold shares. If you are a shareholder of record requesting printed voting materials and your shares are registered in more
than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and
voting instruction card that you receive. |
Q: | How may I obtain a separate set of voting materials? |
|
A: | If you share an address with another shareholder and request a printed set of voting materials, you may receive only one
set of proxy materials unless you have provided contrary instructions. If you wish to receive a separate set of proxy
materials now or in the future, you may contact us to request a separate copy of these materials at: |
Q: | Who will bear the cost of soliciting votes for the annual meeting? |
|
A: | Teekay is making this solicitation and will pay the entire cost of
preparing, assembling, printing, mailing and distributing proxy
materials and soliciting votes. In addition to the mailing of any
proxy materials, the solicitation of proxies or votes may be made in
person, by telephone or by electronic communication by our directors,
officers and employees, who will not receive any additional
compensation for such solicitation activities. Upon request, we will
reimburse brokerage houses and other custodians, nominees and
fiduciaries for forwarding proxy and solicitation materials to
shareholders. |
Q: | Where can I find the voting results of the annual meeting? |
|
A: | We intend to announce preliminary voting results at the annual meeting
and publish final results in our report on Form 6-K for the second
quarter of 2011. |
Q: | What is the deadline to propose actions for consideration at next
years annual meeting of shareholders or to nominate individuals to
serve as directors? |
|
A: | You may submit proposals, including director nominations, for
consideration at future shareholder meetings as indicated below. |
5
For a shareholder proposal to be considered for inclusion in Teekays proxy statement for
the annual meeting next year, the written proposal must be received by Teekays Corporate
Secretary at the address set forth below no later than
December 31, 2011. Such proposals also will need to comply with Teekays bylaws provisions
regarding business to be brought before a shareholder meeting. Proposals should be sent by mail
or fax addressed to: |
Q: | How may I communicate with Teekays Board or the non-management directors on Teekays Board? |
|
A: | You may submit any communication intended for Teekays Board or the non-management directors by directing the communication
by mail or fax addressed to: |
6
7
Compensation | ||||||||
and | Nominating | |||||||
Name of | Human | and | ||||||
Director | Audit | Resources | Governance | |||||
Non-Employee Directors: |
||||||||
Ian D. Blackburne |
X | X | * | |||||
J. Rod Clark |
X | |||||||
C. Sean Day |
X | * | ||||||
Peter S. Janson |
X | X | ||||||
Axel Karlshoej |
X | |||||||
Thomas Kuo-Yuen Hsu |
X | |||||||
Eileen A. Mercier |
X | * | X | |||||
Tore I. Sandvold |
X | |||||||
Employee Directors: |
||||||||
Bjorn Moller |
||||||||
Number of Meetings in 2010 |
8 | 5 | 4 |
X | = Committee member |
|
* | = Chair |
8
| the integrity of Teekays financial statements; |
| Teekays compliance with legal and regulatory requirements; |
| the independent auditors qualifications and independence; and |
| the performance of Teekays internal audit function and independent auditors. |
| engagement of Teekays independent auditor; |
| evaluation of the independent auditors qualifications, performance and independence; |
| meeting with management and the independent auditor to review and discuss annual and
quarterly financial statements, financial disclosure and, as applicable, the independent
auditors report on internal controls over financial reporting; |
| periodic assessment of accounting practices and policies and risk and risk management,
including Teekays policy on use of derivatives and its compliance with the policy; |
| review of Teekays internal controls, internal audit function and corporate policies with
respect to financial information; |
| periodic review with management, and if applicable, the independent auditor, of any
material correspondence with or other material action by regulators or governmental
agencies, any material legal affairs of Teekay, pension governance, and Teekays compliance
with applicable laws and listing standards; |
| review of all related-party transactions, including any transactions between Teekay and
its officers or directors; |
| oversight of the hiring of any employees or former employees of the independent auditor,
to ensure compliance with applicable regulations; |
| periodic review and monitoring of compliance with and the effectiveness of Teekays
Standards of Business Conduct; |
| overseeing the establishment of procedures for handling complaints concerning financial,
accounting, internal accounting controls and auditing matters; |
| reporting to the Board on significant matters arising from the Committees activities; |
| preparing an Audit Committee report for inclusion in the annual proxy statement; |
| annually reviewing the Audit Committee charter and the Committees performance; and |
| periodically reviewing risks that may have a significant impact on Teekays financial
statements. |
9
| reviews and approves corporate goals and objectives relevant to the Chief Executive
Officers compensation, evaluates the Chief Executive Officers performance in light of
these goals and objectives and determines the Chief Executive Officers compensation; |
| reviews and approves the evaluation process and compensation structure for executives,
other than the Chief Executive Officer, evaluates their performance and sets their
compensation based on this evaluation; |
| reviews and makes recommendations to the Board regarding compensation for directors; |
| establishes and administers long-term incentive compensation and equity-based plans; and |
| oversees Teekays other compensation plans, policies and programs. |
| providing competitive market pay analyses and market trend information relevant to
executive and Board compensation; |
| advising as to recent relevant regulatory, technical and accounting considerations
impacting executive compensation and executive benefit programs; |
| assisting with the design or redesign of any executive compensation or executive benefit
programs, if requested; and |
| preparing for and attending selected management and Compensation Committee meetings. |
| identifies individuals qualified to become Board members; |
| selects and recommends to the Board director and committee member candidates; |
| develops and recommends to the Board corporate governance principles and policies
applicable to Teekay, monitors compliance with these principles and policies and recommends
to the Board appropriate changes; and |
| oversees the evaluation of the Board and its committees. |
10
11
| Attract, motivate, reward and retain key executive talent to lead Teekay as a competitive
global corporation; |
| Support the achievement of Teekays business strategies and encourage executives to work
together as One Teekay; and |
| Incentivize executives to enhance shareholder value and align with long-term shareholder
interests. |
| Salary. Offer a competitive base salary targeted at market median for the particular
executive role, with consideration to performance, experience and internal equity. |
| Short-term Incentive. Reward achievement of annual performance goals. The program is
based on an individual performance factor, a team performance factor and a corporate
performance factor. |
| Long-term Incentive. Offer a long-term incentive to support longer term performance
results and executive retention. This includes stock options, stock-settled restricted
stock units (RSUs) and performance share units (PSUs). |
| Pensions, Benefits and Perquisites. Provide at competitive levels to attract and retain
talent. |
| Vision Incentive Plan (or VIP). Reward exceptional corporate performance and shareholder
return in the successful transformation of Teekay (assessed until the end of 2010); the VIP
was a discrete plan that expired in 2010 and is not a permanent element of Teekays
Executive Compensation Program. |
12
| Publicly traded US oil and gas companies with revenues of $600 million to $25 billion; |
| Publicly traded US marine/transportation companies; and |
| Publicly traded Canadian oil & gas/energy/transportation companies with revenues of $1
billion to $12 billion. |
| Return on Investment Capital (ROIC) in the spot tanker and fixed-rate businesses.
Annually, an adjusted ROIC performance target is set for each business, the outcomes measured
separately and weighted according to the average invested capital in each segment. |
| ROIC includes daughter companies on a 100% basis and our portion of Joint Venture
interests. Adjusted ROIC includes gains/losses from asset sales and vessel write-downs but
excludes unrealized gains and losses from derivatives. Adjusted ROIC for the fixed-rate
business is calculated using the average invested capital during the term of the respective
fixed-rate contracts. |
13
| Financial counseling, retirement counseling, estate planning and income tax preparation
for the executive and dependents; |
| Fitness activities; and |
| Executive required physical or other private medical costs. |
14
Stock | Option | Pension Plan | All Other | |||||||||||||||||||||||||
Salary | Bonus | Awards | Awards | Contribution | Compensation | Total | ||||||||||||||||||||||
Year | ($)(1) | ($) | ($)(2) | ($)(2) | ($)(3) | ($)(4) | ($) | |||||||||||||||||||||
2010 |
2,711,917 | 3,327,893 | 4,651,846 | (5) | 2,612,816 | 351,617 | 157,731 | 13,813,820 | ||||||||||||||||||||
2009 |
2,467,093 | 1,002,123 | 4,046,101 | (6) | 1,999,404 | 394,948 | 144,283 | 10,053,952 | ||||||||||||||||||||
2008 |
2,602,775 | 2,212,015 | 625,114 | (7) | 4,977,126 | 414,178 | 140,549 | 10,971,757 |
(1) | Cash amounts set forth in this table were paid primarily in Canadian Dollars, but are
reported here in U.S. Dollars using an exchange rate of 1.0299 Canadian Dollars for each U.S.
Dollar for 2010; 1.1417 Canadian Dollars for each U.S. Dollar for 2009; and 1.0667 Canadian
Dollars for each U.S. Dollar for 2008. The exchange rates used are calculated based upon the
average exchange rate over the applicable year. |
|
(2) | Reflects the grant date fair value for awards granted during 2008, 2009 and 2010, computed in
accordance with Financial Accounting Standards Board (FASB) ASC Topic 718, Compensation -
Stock Compensation, excluding the effect of the applicable estimated forfeiture rate.
Assumptions used in the calculation of these compensation costs are included in Note 1 to
Teekays audited financial statements for the year ended December 31, 2010 included in
Teekays annual report on Form 20-F filed on April 13, 2011. |
|
(3) | In each of 2008, 2009 and 2010, Teekay made contributions to the Named Executive Officers
personal pension plans equal to 9% of their cash compensation. |
|
(4) | In 2010, Teekay paid life insurance premiums for the Named Executive Officers, which in the
aggregate amounted to $48,592. In addition, in 2010, Teekay paid for parking, financial and
tax planning services, allowances, annual medical checkups and other fitness-related benefits
for the Named Executive Officers, which in the aggregate amounted to $109,139. |
|
(5) | In March 2010, 86,249 RSUs and 59,050 PSUs were granted to the Named Executive Officers
under Teekays 2003 Equity Incentive Plan. On the three annual anniversary dates that follow
the grant date, one-third of the RSUs will vest together with accumulated dividends. The
PSUs will vest in March 2013, together with accumulated dividends. The number of PSUs that
vest will range from zero to three times the number granted based on the performance achieved
compared to the performance targets. |
|
(6) | In March 2009, 147,460 RSUs were granted to the Named Executive Officers under Teekays 2003
Equity Incentive Plan. On the three annual anniversary dates that follow the grant date,
one-third of these RSUs will vest together with accumulated dividends. In September 2009,
118,100 RSUs were granted to the Named Executive Officers as an interim payment under
Teekays VIP. These RSUs will vest on September 8, 2011, together with accumulated
dividends. |
|
(7) | In March 2008, 94,900 RSUs were granted to the Named Executive Officers under Teekays 2003
Equity Incentive Plan. On the three annual anniversary dates that followed the grant date,
one-third of these RSUs vested together with accumulated dividends. |
15
Grant | ||||||||||||||||||||||||||||||||||||||||||||
Date | ||||||||||||||||||||||||||||||||||||||||||||
All Other | All Other | Exercise | Fair | |||||||||||||||||||||||||||||||||||||||||
Approval | Estimated Future Payouts | Stock | Option | or Base | Value | |||||||||||||||||||||||||||||||||||||||
Date if | Under | Awards: | Awards: | Price | of Stock | |||||||||||||||||||||||||||||||||||||||
Different | Estimated Future Payouts Under | Equity Incentive Plan | Number of | Number of | of | and | ||||||||||||||||||||||||||||||||||||||
than | Non-Equity Incentive Plan Awards | Award | Shares of | Securities | Option | Option | ||||||||||||||||||||||||||||||||||||||
Grant | Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | Stock or | Underlying | Awards | Awards | |||||||||||||||||||||||||||||||||
Date | Date | ($) | ($) | ($) | (#) | (#) | (#) | Units (#) | Options (#) | ($/Sh) | ($/Sh)(3) | |||||||||||||||||||||||||||||||||
8-Mar-10 |
n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | 320,198 | 24.42 | 8.16 | |||||||||||||||||||||||||||||||||
8-Mar-10 |
n/a | n/a | n/a | n/a | n/a | n/a | n/a | 86,249 | (1) | n/a | n/a | 24.42 | ||||||||||||||||||||||||||||||||
8-Mar-10 |
n/a | n/a | n/a | n/a | n/a | n/a | n/a | 59,050 | (2) | n/a | n/a | 43.11 |
(1) | On the three annual anniversary dates that follow the grant date, one-third of these RSUs
will vest together with accumulated dividends. |
|
(2) | These PSUs will vest in March 2013, together with accumulated dividends. The number of PSUs
that vest will range from zero to three times the number granted based on the performance
achieved compared to the performance targets. |
|
(3) | Reflects the grant date fair value computed in accordance with FASB ASC Topic 718, excluding
the effect of the applicable estimated forfeiture rate. Assumptions used in the calculation
of these compensation costs are included in Note 1 to Teekays audited financial statements
for the year ended December 31, 2010 included in Teekays annual report on Form 20-F filed on
April 13, 2011. |
16
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||
Equity | Equity | |||||||||||||||||||||||||||||||
Incentive | Incentive Plan | |||||||||||||||||||||||||||||||
Plan | Awards: | Equity Incentive Plan | ||||||||||||||||||||||||||||||
Awards: | Number of | Awards: | ||||||||||||||||||||||||||||||
Number of | Number of | Number of | Number of | Unearned | Market or | |||||||||||||||||||||||||||
Securities | Securities | Securities | Shares or | Market Value | Shares, Units | Payout Value | ||||||||||||||||||||||||||
Underlying | Underlying | Underlying | Units of | of Shares or | or Other | of Unearned Shares, | ||||||||||||||||||||||||||
Unexercised | Unexercised | Unexercised | Option | Option | Stock That | Units of Stock | Rights That | Units or Other Rights | ||||||||||||||||||||||||
Options (#) | Options (#) | Unearned | Exercise | Expiration | Have Not | That Have | Have Not | That Have Not Vested | ||||||||||||||||||||||||
Exercisable | Unexercisable | Options (#) | Price ($) | Date | Vested (#) | Not Vested ($) | Vested (#) | ($) | ||||||||||||||||||||||||
66,400 |
0 | n/a | 19.56 | 3/11/2012 | 309,411 | 10,235,316 | (1) | 59,050 | 1,953,374 | (2) | ||||||||||||||||||||||
94,800 |
0 | n/a | 19.585 | 3/10/2013 | ||||||||||||||||||||||||||||
204,600 |
0 | n/a | 33.625 | 3/9/2014 | ||||||||||||||||||||||||||||
130,033 |
0 | n/a | 46.80 | 3/10/2015 | ||||||||||||||||||||||||||||
346,033 |
0 | n/a | 38.94 | 3/7/2016 | ||||||||||||||||||||||||||||
315,700 |
0 | n/a | 51.40 | 3/13/2017 | ||||||||||||||||||||||||||||
356,402 |
178,198 | n/a | 40.41 | 3/10/2018 | ||||||||||||||||||||||||||||
137,768 |
356,398 | n/a | 11.84 | 3/8/2019 | ||||||||||||||||||||||||||||
0 |
320,198 | n/a | 24.42 | 3/8/2020 |
(1) | Based on the closing price of Teekays common stock on December 31, 2010. |
|
(2) | Based on the closing price of Teekays common stock on December 31, 2010 and assuming actual
performance results are the same as the target performance results. |
Option Awards | Stock Awards | |||||
Number of | Number of | |||||
Shares Acquired | Value Realized | Shares Acquired | Value Realized | |||
on Exercise | on Exercise | on Vesting | on Vesting | |||
(#) | ($)(1) | (#) | ($) (2) | |||
175,834 | 2,454,116 | 80,791 | 2,209,237 |
(1) | Based on the difference between the closing price of Teekays common stock on the exercise
date and the exercise price of the option. |
|
(2) | Based on the closing price of Teekays common stock on the vesting date. |
17
Annual cash retainer |
$ | 50,000 | ||
Additional cash retainer for: |
||||
Chairman of the Board |
$ | 228,000 | ||
Chair of the Audit Committee |
$ | 16,000 | ||
Member of Audit Committee |
$ | 8,000 | ||
Chair of Compensation and Human Resources Committee |
$ | 5,000 | ||
Member of Compensation and Human Resources Committee |
$ | 5,000 | ||
Chair of Nominating and Governance Committee |
$ | 5,000 | ||
Member of Nominating and Governance Committee |
$ | 5,000 | ||
Reimbursement for expenses attendant to Board membership |
Yes | |||
Additional retainer paid in Company securities (Non-Employee Directors) (1) |
$ | 85,000 | ||
Additional retainer paid in Company securities (Chairman of the Board) (1) |
$ | 470,000 | ||
Range of total compensation earned by directors (for the year) |
$ | 140,000 to $753,000 |
(1) | Each non-employee director (excluding the Chairman of the Board) received an $85,000 annual
retainer to be paid by way of a grant of, at the directors election, restricted stock or
stock options under Teekays 2003 Equity Incentive Plan. Pursuant to this annual retainer, in
2010 Teekay granted to the directors stock options to purchase an aggregate of 24,520 shares
of our common stock at an exercise price of $24.42 per share and 17,405 shares of restricted
stock. During 2010, the Chairman of the Board received a $470,000 retainer in the form of
9,623 shares of our common stock and 33,897 shares of restricted stock under the 2003 Equity
Incentive Plan. The stock options described above expire on March 8, 2020, ten years after the
date of their grant. The stock options and restricted stock vest as to one third of the shares
on each of the first three anniversaries of their respective grant date. |
18
19
Thomas Kuo-Yuen Hsu Director since 1993 Age 64 |
Mr. Kuo-Yuen Hsu has served as a Teekay director since
1993. He is presently a director of CNC Industries, an
affiliate of the Expedo Group of Companies that
manages a fleet of six vessels of 70,000 dwt. He has
been a Committee Director of the Britannia Steam Ship
Insurance Association Limited since 1988. Please also
see Certain Relationships and Related Party
Transactions. |
|
Axel Karlshoej Director since 1993 Age 69 |
Mr. Karlshoej has served as a Teekay director since
1989, was Chairman of the Teekay Board from 1994 to
1999, and has been Chairman Emeritus since stepping
down as Chairman. Mr. Karlshoej is President and
serves on the compensation committee of Nordic
Industries, a California general construction firm
with which he has served for the past 30 years. He is
the older brother of the late J. Torben Karlshoej.
Please also see Certain Relationships and Related
Party Transactions. |
|
Bjorn Moller Director since 1998 Age 53 |
Mr. Moller became a Teekay director in 1998. Mr.
Moller also served as our President and Chief
Executive Officer from 1998 until March 31, 2011. Also
until March 31, 2011, Mr. Moller served as Vice
Chairman of Teekay GP L.L.C., the general partner of
Teekay LNG Partners L.P., Vice Chairman of Teekay
Offshore GP L.L.C., the general partner of Teekay
Offshore Partners L.P., and Chief Executive Officer of
Teekay Tankers Ltd. Mr. Moller remains a director of
Teekay Tankers Ltd. Mr. Moller has over 25 years
experience in the shipping industry, and has served as
Chairman of the International Tanker Owners Pollution
Federation since 2006 and on the Board of the American
Petroleum Institute since 2000. He served in senior
management positions with Teekay for more than 15
years and headed our overall operations from 1997,
following his promotion to the position of Chief
Operating Officer. Prior to that, Mr. Moller headed
our global chartering operations and business
development activities. |
|
Peter Evensen Director since 2011 Age 52 |
Mr. Evensen joined Teekay in 2003 as Senior Vice
President, Treasurer and Chief Financial Officer. He
was appointed Executive Vice President and Chief
Financial Officer in 2004 and was appointed Executive
Vice President and Chief Strategy Officer in 2006.
Effective April 1, 2011, he became a Teekay director
and assumed the position of President and Chief
Executive Officer. Mr. Evensen also serves as Chief
Executive Officer and Chief Financial Officer and a
director of Teekay GP L.L.C., Chief Executive Officer
and Chief Financial Officer and a director of Teekay
Offshore GP L.L.C., and as a director of Teekay
Tankers Ltd. Mr. Evensen has over 20 years of
experience in banking and shipping finance. Prior to
joining Teekay, Mr. Evensen was Managing Director and
Head of Global Shipping at J.P. Morgan Securities Inc.
and worked in other senior positions for its
predecessor firms. His international industry
experience includes positions in New York, London and
Oslo. |
20
Dr. Ian D. Blackburne Director since 2000 Age 65 |
Dr. Blackburne has served as a Teekay director since
2000. Dr. Blackburne has over 25 years of experience
in petroleum refining and marketing, and in 2000 he
retired as Managing Director and Chief Executive
Officer of Caltex Australia Limited, a large
petroleum refining and marketing conglomerate based
in Australia. He is currently serving as Chairman of
CSR Limited and Aristocrat Leisure Limited, and is a
former director of Suncorp-Metway Ltd. and Symbion
Health Limited (formerly Mayne Group Limited), both
Australian public companies in the diversified
industrial and financial sectors. Dr. Blackburne was
also previously the Chairman of the Australian
Nuclear Science and Technology Organization. |
|
J. Rod Clark Director since 2006 Age 60 |
Mr. Clark has served as a Teekay director since
2006. Mr. Clark was President and Chief Operating
Officer of Baker Hughes Incorporated from 2004 until
his retirement in 2008. Previously, he was Vice
President, Marketing and Technology from 2003 to
2004, having joined Baker Hughes Incorporated in
2001 as Vice President and President of Baker
Petrolite Corporation. Mr. Clark was President and
Chief Executive Officer of Consolidated Equipment
Companies, Inc. from 2000 to 2001 and President of
Sperry-Sun, a Halliburton company, from 1996 to
1999. He also held financial, operational and
leadership positions with FMC Corporation,
Schlumberger Limited and Grace Energy Corporation.
Mr. Clark is also a director of Ensco plc (a U.K.
based public company whose ADRs trade on the NYSE),
Kirby Corporation (a NYSE-listed public company),
Sammons Enterprises, and Red Oak Water Transfer (the
latter two being private companies in the US). Mr.
Clark also serves on the Board of Trustees of Dallas
Theological Seminary and is a Trustee of the Center
for Christian Growth, both in Dallas, Texas. |
|
C. Sean Day Director since 1998 Age 61 |
Mr. Day has served as a Teekay director since 1998
and as our Chairman of the Board since 1999. Mr. Day
also serves as Chairman of Teekay GP L.L.C.,
Chairman of Teekay Offshore GP L.L.C. and Chairman
of Teekay Tankers Ltd. From 1989 to 1999, he was
President and Chief Executive Officer of Navios
Corporation, a large bulk shipping company based in
Stamford, Connecticut. Prior to Navios, Mr. Day held
a number of senior management positions in the
shipping and finance industries. He is currently
serving as a director of Kirby Corporation and is
Chairman of Compass Diversified Holdings. Mr. Day is
engaged as a consultant to Kattegat Limited, the
parent company of Resolute Investments, Ltd., our
largest shareholder, to oversee its investments,
including that in the Teekay group of companies. |
21
Peter S. Janson Director since 2005 Age 62 |
Mr. Janson has served as a Teekay director since 2005.
From 1999 to 2002, Mr. Janson was the Chief Executive
Officer of Amec Inc. (formerly Agra Inc.), a publicly
traded engineering and construction company. From 1986
to 1994, he served as the President and Chief
Executive Officer of Canadian operations for Asea
Brown Boveri Inc., a company for which he also served
as Chief Executive Officer for U.S. operations from
1996 to 1999. Mr. Janson has also served as a member
of the Business Round Table in the United States, and
as a member of the National Advisory Board on Sciences
and Technology in Canada. He is a director of IEC
Holden Inc. |
|
Eileen A. Mercier Director since 2000 Age 63 |
Ms. Mercier has served as a Teekay director since
2000. She has over 39 years of experience in a wide
variety of financial and strategic planning positions,
including Senior Vice President and Chief Financial
Officer for Abitibi-Price Inc. from 1990 to 1995. She
formed her own management consulting company, Finvoy
Management Inc. and acted as President from 1995 to
2003. She currently serves as Chairman of the Ontario
Teachers Pension Plan, lead director for ING Bank of
Canada, trustee of The University Health Network and
as a director and audit committee chair for CGI Group
Inc. and Intact Financial Corporation. |
|
Tore I. Sandvold Director since 2003 Age 63 |
Mr. Sandvold has served as a Teekay director since
2003. He has over 30 years of experience in the oil
and energy industry. From 1973 to 1987, he served in
the Norwegian Ministry of Industry, Oil & Energy in a
variety of positions in the areas of domestic and
international energy policy. From 1987 to 1990, he
served as the Counselor for Energy in the Norwegian
Embassy in Washington, D.C. From 1990 to 2001, Mr.
Sandvold served as Director General of the Norwegian
Ministry of Oil & Energy, with overall responsibility
for Norways national and international oil and gas
policy. From 2001 to 2002, he served as Chairman of
the Board of Petoro, the Norwegian state-owned oil
company that is the largest oil asset manager on the
Norwegian continental shelf. From 2002 to the present,
Mr. Sandvold, through his company, Sandvold Energy AS,
has acted as advisor to companies and advisory bodies
in the energy industry. Mr. Sandvold serves on other
boards, including those of Schlumberger Limited.,
Lambert Energy Advisory Ltd., Offshore Northern Seas,
Energy Policy Foundation of Norway, Norwind AS and
Njord Gas Infrastructure. |
22
| each person or entity known by Teekay to beneficially own more than 5% of Teekays common
stock; and |
| all current Teekay directors and executive officers as a group. |
Name and Address of Beneficial | Amount of Shares | Percent | ||||||
Owner | Beneficially Owned | of Class(6) | ||||||
Resolute Investments, Ltd. (1) |
30,431,380 | 42.1 | % | |||||
69 Pitts Bay Road Pembroke HM 08, Bermuda |
||||||||
Neuberger Berman LLC (2) |
5,839,080 | 8.1 | % | |||||
605 Third Avenue New York, New York 10158 |
||||||||
JP Morgan Chase & Co. (3) |
4,571,995 | 6.3 | % | |||||
270 Park Avenue New York, New York 10017 |
||||||||
Iridian Asset Management, LLC (4) |
3,940,319 | 5.4 | % | |||||
276 Post Road West Westport, Connecticut 06880-4704 |
||||||||
All current directors and executive officers, as a group (18 persons) (5) |
3,327,887 | 4.6 | % |
(1) | Includes shared voting and shared dispositive power as to 30,431,380 shares. The ultimate
controlling person of Resolute Investments, Ltd. (or Resolute) is Path Spirit Limited (or
Path), which is the trust protector for the trust that indirectly owns all of Resolutes
outstanding equity. This information is based on the Schedule 13D/A (Amendment No. 4) filed by
Resolute and Path with the SEC on February 22, 2010. One of our directors, Thomas Kuo-Yuen
Hsu, is the President and a director of Resolute. Another of our directors, Axel Karlshoej, is
among the directors of Path. Please read Certain Relationships and Related Party
Transactions. |
|
(2) | Includes shared voting power as to 5,372,488 shares and shared dispositive power as to
5,839,080 shares. This information is based on the Schedule 13G filed by this investor with
the SEC on February 14, 2011. |
|
(3) | Includes shared voting power as to 208,998 shares and shared dispositive power as to 212,262
shares. This information is based on the Schedule 13G/A filed by this investor with the SEC on
January 26, 2011. |
|
(4) | Includes shared voting power and shared dispositive power as to 3,940,319 shares. This
information is based on the Schedule 13G/A filed by this investor with the SEC on January 25,
2011. |
|
(5) | Includes 2,778,886 shares of common stock subject to stock options exercisable by June 11,
2011 under the Plans with a weighted-average exercise price of $34.77 that expire between
April 12, 2011 and Mar 8, 2020. Excludes: (a) 669,531 shares of common stock subject to stock
options exercisable after June 11, 2011 under the Plans with a weighted average exercise price
of $19.53, that expire between Mar 8, 2019 and Mar 8 2010, (b) 611,561 shares of restricted
stock which vest after June 11, 2011, and (c) 160,403 performance shares which vest after June
11, 2011. |
|
(6) | Based on a total of approximately 72,318,546 outstanding shares of our common stock as of
April 12, 2011. |
23
24
Name | Age | Position | ||||
Evensen, Peter *
|
52 | Director, President and Chief Executive Officer | ||||
Bensler, Arthur
|
53 | EVP, General Counsel and Secretary | ||||
Chan, Bruce
|
38 | President Teekay Tanker Services, a division of Teekay Corporation | ||||
Glendinning, David
|
57 | President, Teekay Gas Services, a division of Teekay Corporation | ||||
Hvid, Kenneth
|
42 | EVP and Chief Strategy Officer | ||||
Lok, Vincent
|
43 | EVP and Chief Financial Officer | ||||
Lytzen, Peter
|
52 | President, Teekay Petrojarl ASA, a subsidiary of Teekay Corporation | ||||
Nahirney, Lois
|
48 | EVP, Corporate Resources | ||||
Sæther, Ingvild
|
42 | President, Teekay Navion Shuttle Tankers and Offshore, a division of Teekay Corporation | ||||
Westgarth, Graham
|
56 | President, Teekay Marine Services, a division of Teekay Corporation |
* | For information regarding Mr. Evensen, please see Proposal No. 1: Election of Directors
Information About Director Nominees above. |
25
26
Fees | 2009 | 2010 | ||||||
Audit Fees (1) |
$ | 6,082,000 | $ | 5,802,000 | ||||
Audit-Related Fees (2) |
269,000 | 477,000 | ||||||
Tax Fees (3) |
120,000 | 121,000 | ||||||
All Other Fees (4) |
4,000 | 11,000 | ||||||
Total |
$ | 6,475,000 | $ | 6,411,000 | ||||
(1) | Audit fees represent fees for professional services provided in connection with the audits of
Teekays and its publicly-listed subsidiaries consolidated financial statements, review of
Teekays quarterly consolidated financial statements and audit services provided in connection
with other statutory or regulatory filings for Teekay or its publicly-listed subsidiaries
including professional services in connection with the review of Teekays regulatory filings
for public offerings of Teekays subsidiaries. Audit fees for 2010 and 2009 include
approximately $996,000 and $1,060,000, respectively, of fees paid to Ernst & Young LLP by
Teekay LNG Partners L.P. that were approved by the Audit Committee of the Board of Directors
of the general partner of Teekay LNG Partners L.P. Audit fees for 2010 and 2009 include
approximately $1,321,000 and $1,335,000, respectively, of fees paid to Ernst & Young LLP by
Teekays subsidiary Teekay Offshore Partners L.P. that were approved by the Audit Committee of
the Board of Directors of the general partner of Teekay Offshore Partners L.P. Audit fees for
2010 and 2009 include approximately $535,000 and $383,000, respectively, of fees paid to Ernst
& Young LLP by Teekay Tankers Ltd. that were approved by the Audit Committee of the Board of
Directors of Teekay Tankers Ltd. |
|
(2) | Audit-related fees consisted primarily of accounting consultations, employee benefit plan
audits, services related to business acquisitions, divestitures and other attestation
services. |
|
(3) | For 2010 and 2009, respectively, tax fees principally included international tax planning
fees, corporate tax compliance fees and personal and expatriate tax services fees. |
|
(4) | All other fees principally include subscription fees to an internet database of accounting
information. |
27
| the integrity of Teekays financial statements; |
| Teekays compliance with legal and regulatory requirements; |
| the independent auditors qualifications and independence; and |
| the performance of Teekays internal audit function and independent auditors. |
1. | The Audit Committee has reviewed and discussed the audited consolidated financial
statements for fiscal 2010 with Teekays management. |
2. | The Audit Committee has discussed with the independent auditors the matters required to
be discussed by Statement of Auditing Standards No. 61, as amended or modified. |
3. | The Audit Committee has received the letter and written disclosures from the independent
auditors required by Public Company Accounting Oversight Board and has discussed the matter
of independence with the independent auditors. |
4. | Based on the review and discussions referred to in paragraphs (1) through (3) above, the
Audit Committee has recommended to Teekays Board of Directors and the Board has approved,
that Teekays audited consolidated financial statements be included in Teekays Annual
Report on Form 20-F for 2010, for filing with the SEC. |
28
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