0000912833-17-000009.txt : 20170316 0000912833-17-000009.hdr.sgml : 20170316 20170316192340 ACCESSION NUMBER: 0000912833-17-000009 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170314 FILED AS OF DATE: 20170316 DATE AS OF CHANGE: 20170316 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WEST MARINE INC CENTRAL INDEX KEY: 0000912833 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 770355502 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 BUSINESS ADDRESS: STREET 1: 500 WESTRIDGE DRIVE CITY: WATSONVILLE STATE: CA ZIP: 95076-4100 BUSINESS PHONE: 8317282700 MAIL ADDRESS: STREET 1: 500 WESTRIDGE DRIVE CITY: WATSONVILLE STATE: CA ZIP: 95076 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rutenis Paul CENTRAL INDEX KEY: 0001600348 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22512 FILM NUMBER: 17696077 MAIL ADDRESS: STREET 1: 500 WESTRIDGE DRIVE CITY: WATSONVILLE STATE: CA ZIP: 95076 4 1 wf-form4_148970660488825.xml FORM 4 X0306 4 2017-03-14 0 0000912833 WEST MARINE INC WMAR 0001600348 Rutenis Paul 500 WESTRIDGE DRIVE WATSONVILLE CA 95076 0 1 0 0 EVP - Merchandising Common Stock 2017-03-14 2017-03-14 4 A 0 15935 0 A 55394 D Common Stock 2017-03-14 2017-03-14 4 A 0 1927 9.25 A 57321 D Common Stock 2017-03-14 2017-03-14 4 F 0 645 9.25 D 56676 D Common Stock 2017-03-14 2017-03-14 4 F 0 2044 9.25 D 54632 D This award of restricted stock units ("RSUs") vests in three annual installments of 33%, 33% and 34% on March 14, 2018, 2019 and 2020, respectively. This award of RSUs was issued pursuant to the terms of the West Marine, Inc. Omnibus Equity Incentive Plan, as amended and restated. Each RSU represents a contingent right to receive one share of common stock upon vesting. Includes 2,941 shares received in October 2016 under the Issuer's Amended and Restated Associate Stock Purchase Plan. Performance-based restricted stock units ("PVUs") awarded on March 14, 2016 were subject to the achievement of a certain pre-established metric over the one-year performance period ending at the end of fiscal 2016. The Compensation and Leadership Development Committee of the Issuer's Board of Directors certified the performance metric and determined the number of PVUs that were earned. The PVUs vest over a three year period, of which 33% vested on the first anniversary (March 14, 2017), another 33% vesting on the second anniversary of the grant date and 34% vesting on the third anniversary of the grant date, in each case subject to the continued employment with the Issuer. Upon vesting, each PVU has the same terms as the RSUs, as described and included in footnote 1. Shares withheld to cover the income taxes related to the vesting of 1,927 PVUs on March 14, 2017. Shares withheld to cover the income taxes related to the vesting of 5,286 RSUs on March 14, 2017. These RSUs were awarded on March 14, 2016 and the remaining 10,735 RSUs vest 33% and 334% on March 14, 2018 and 2019, respectively. Includes 41,410 unvested RSUs. Does not include 6,477 unvested PVUs. Pamela Fields, attorney-in-fact 2017-03-16 EX-24 2 poa-paulrutenis.txt POWER OF ATTORNEY LIMITED POWER OF ATTORNEY Know all by these presents, that the undersigned, as an officer of WEST MARINE, INC. (the "Company"), hereby constitutes and appoints each of Pam Fields and Linda Kennedy, and each of them signing singly, the undersigned's true and lawful attorney-in-fact and agent to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of West Marine, Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such forms with the United States Securities and Exchange Commission (the "SEC") and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be necessary, desirable or legally required in connection with the foregoing authority, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Power of Attorney may be filed with the SEC as a confirming statement of the authority granted herein. IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 29th day of May, 2015. Signature /s/ Paul Rutenis Print Name Paul Rutenis WITNESS: Signature /s/ Amanda Coullahan Print Name Amanda Coullahan