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Filed by a Party other than the Registrant
o
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only
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(as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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o |
Definitive Additional Materials
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o |
Soliciting Material under Rule 14a-12
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Payment of Filing Fee (Check the appropriate box): | |
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No fee required.
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o |
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No. :
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(3)
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Filing Party:
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(4)
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Date Filed:
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●
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election of three directors for a term of three years each;
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●
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approval of a non-binding advisory resolution on our executive compensation;
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●
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recommendation, by a non-binding advisory vote, for the frequency of advisory votes on our executive compensation;
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●
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ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2011; and
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●
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any other matters as may properly come before our annual meeting or any adjournment or postponement thereof.
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Important Notice Regarding the Availability of Proxy Materials
for the Stockholder Meeting May 26, 2011. Our Proxy Statement and
2010 Annual Report to Stockholders are available at www.proxyvote.com.
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TABLE OF CONTENTS
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QUESTIONS AND ANSWERS ABOUT THE MEETING
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1
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PROPOSAL 1 ELECTION OF DIRECTORS
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7
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Directors
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7
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Class I Directors
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7
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Class II Directors
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8
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Class III Directors
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9
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CORPORATE GOVERNANCE, DIRECTOR INDEPENDENCE, BOARD MEETINGS | |
AND COMMITTEES
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10
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Corporate Governance
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10
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Board Oversight of Risk
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10
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Independence of Our Directors
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11
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Board Leadership Structure
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11
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Board Committees and Charters
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11
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MANAGEMENT
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16
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND | |
MANAGEMENT OF CHIMERA
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17
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EXECUTIVE COMPENSATION
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19
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Compensation Discussion and Analysis
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19
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Compensation Committee Report
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21
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Summary Compensation Table
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22
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Grants of Plan Based Awards in 2010
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22
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Outstanding Equity Awards at Fiscal Year-End
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23
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Options Exercised and Stock Vested
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23
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Pension Benefits
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24
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Nonqualified Deferred Compensation
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24
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Potential Payments Upon Termination Of Employment
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24
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Potential Post-Employment Payments and Payments on a Change in Control
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24
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Compensation Policies and Practices as They Relate to Risk Management
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24
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COMPENSATION OF DIRECTORS
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25
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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26
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
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28
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EQUITY COMPENSATION PLAN INFORMATION
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28
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REPORT OF THE AUDIT COMMITTEE
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29
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PROPOSAL 2 APPROVAL OF A NON-BINDING ADVISORY VOTE APPROVING | |
EXECUTIVE COMPENSATION
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31
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PROPOSAL 3 APPROVAL OF A NON-BINDING ADVISORY RESOLUTION ON THE | |
FREQUENCY OF STOCKHOLDER VOTING ON OUR EXECUTIVE | |
COMPENSATION
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32
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PROPOSAL 4 RATIFICATION OF APPOINTMENT OF INDEPENDENT | |
REGISTERED PUBLIC ACCOUNTING FIRM
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33
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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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34
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ACCESS TO FORM 10-K
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34
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STOCKHOLDER PROPOSALS
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34
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OTHER MATTERS
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35
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WHERE YOU CAN FIND MORE INFORMATION
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35
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QUESTIONS AND ANSWERS ABOUT THE MEETING
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Q:
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What am I voting on?
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A:
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(1)
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Election of three directors, Paul Donlin, Mark Abrams and Gerard Creagh, for terms of three years;
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(2)
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Approval of a non-binding advisory resolution on our executive compensation;
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(3)
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A recommendation, by a non-binding advisory vote, for the frequency of advisory votes on our executive compensation; and
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(4)
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Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2011.
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Q:
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How does the board of directors recommend that I vote on these proposals?
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A:
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Our board of directors recommends that you vote:
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(1)
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“FOR” the election of each of the nominees as directors;
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(2)
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“FOR” approval of the non-binding advisory resolution on executive compensation;
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(3)
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“FOR EVERY THREE YEARS” with regard to the frequency of the shareowner vote to approve our executive compensation; and
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(4)
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“FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2011.
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Q:
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Will our External Manager be present at the Meeting?
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A:
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Fixed Income Discount Advisory Company, which we refer to as our Manager or FIDAC, will be present at the meeting.
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Q:
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Who is entitled to vote at the meeting?
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A:
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Only common stockholders of record as of the close of business on March 30, 2011, the record date, are entitled to vote at the meeting.
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Q:
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What quorum is required for the meeting?
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A:
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A quorum will be present at the annual meeting if a majority of the votes entitled to be cast are present, in person or by proxy. Since there were 1,027,107,362 eligible votes as of the record date, we will need at least 513,553,682 votes present in person or by proxy at the annual meeting for a quorum to exist. If a quorum is not present at the annual meeting, we expect that the annual meeting will be adjourned to solicit additional proxies. Holders of record of our common stock on the record date are entitled to one vote per share.
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Q:
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What are the voting requirements that apply to the proposals discussed in this proxy statement?
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A:
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Proposal
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Vote Required
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Discretionary
Voting Allowed?
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(1)
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Election of directors
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Plurality
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No
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(2)
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Advisory vote on our executive
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Majority
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No
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compensation | ||||
(3)
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Advisory vote for the frequency of advisory
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Plurality
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No
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votes on our executive compensation | ||||
(4)
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Ratification of the appointment of Deloitte
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Majority
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Yes
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& Touche LLP |
“Majority” means, with regard to the advisory resolution on our executive compensation and the ratification of the appointment of Deloitte & Touche LLP, a majority of the votes cast at the annual meeting.
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“Plurality” means (a) regard to the election of directors, that the three nominees for director receiving the greatest number of “for” votes from our shares entitled to vote will be elected. and (b) with regard to the advisory vote on the frequency of the shareowner vote on executive compensation, the option (every one, two or three years) receiving the greatest number of “for” votes will be considered the frequency recommended by stockholders.
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“Discretionary voting” occurs when a bank, broker, or other holder of record does not receive voting instructions from the beneficial owner and votes those shares in its discretion on any proposal as to which the rules of the New York Stock Exchange permit such bank, broker, or other holder of record to vote. When banks, brokers, and other holders of record are not permitted under the New York Stock Exchange rules to vote the beneficial owner’s shares, the affected shares are referred to as broker “non-votes.”
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Q:
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What is the effect of abstentions and broker “non-votes”?
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A:
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Abstentions will be treated as shares that are present and entitled to vote for purposes of determining the presence of a quorum. An abstention is the voluntary act of not voting by a stockholder who is present at a meeting and entitled to vote. Broker “non-votes” will be treated as present and entitled to vote for purposes of determining the presence of a quorum at the annual meeting.
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Abstentions and broker non-votes, if any, will have no effect on the election of the directors (Proposal No. 1), the advisory resolution on our executive compensation (Proposal No. 2), the advisory vote for the frequency of advisory votes on our executive compensation (Proposal No. 3) and the ratification of the appointment of Deloitte & Touche LLP (Proposal No. 4).
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Q:
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How will my shares be voted if I do not specify how they should be voted?
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A:
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Properly executed proxies that do not contain voting instructions will be voted as follows:
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(1)
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Proposal 1: FOR the election of directors;
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(2)
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Proposal 2: FOR the approval of a non-binding advisory resolution on our executive compensation;
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(3)
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Proposal 3: FOR EVERY THREE YEARS with regard to the frequency of the shareowner vote to approve our executive compensation; and
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(4)
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Proposal 4: FOR the ratification of Deloitte & Touche LLP as our independent registered public accounting firm.
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The individuals named as proxies by a stockholder may vote for one or more adjournments of the annual meeting, including adjournments to permit further solicitations of proxies.
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We do not expect that any matter other than the proposals described above will be brought before the annual meeting. If, however, other matters are properly presented at the annual meeting, the individuals named as proxies will vote in accordance with the recommendation of our board of directors.
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Q:
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What do I do if I want to change my vote?
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A:
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You may revoke a proxy at any time before it is voted by filing with us a duly executed revocation of proxy, by submitting a duly executed proxy to us with a later date or by appearing at the annual meeting and voting in person. You may revoke a proxy by any of these methods, regardless of the method used to deliver your previous proxy. Attendance at the annual meeting without voting will not itself revoke a proxy.
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Q:
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How will voting on any other business be conducted?
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A:
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Other than the four proposals described in this proxy statement, we know of no other business to be considered at the annual meeting. If any other matters are properly presented at the meeting, your signed proxy card authorizes Matthew Lambiase, our Chief Executive Officer and President, and A. Alexandra Denahan, our Secretary, to vote on those matters according to their best judgment.
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Q:
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Who will count the vote?
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A:
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Representatives of Broadridge Financial Solutions, Inc., the independent Inspector of Elections, will count the votes.
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Q:
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Who can attend the annual meeting?
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A:
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All stockholders of record as of March 30, 2011 can attend the annual meeting, although seating is limited. If your shares are held through a broker and you would like to attend, please either (1) write us at Investor Relations, Chimera Investment Corporation, 1211 Avenue of the Americas, Suite 2902, New York, New York 10036 or email us at investor@chimerareit.com, or (2) bring to the meeting a copy of your brokerage account statement or an omnibus proxy (which you can get from your broker).
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In addition, you must bring valid, government-issued photo identification, such as a driver’s license or a passport. If you plan to attend, please check the box on your proxy card and return it as directed on the proxy card. In addition, if you are a record holder of common stock, your name is subject to verification against the list of our record holders on the record date prior to being admitted to the annual meeting. If you are not a record holder but hold shares in street name, that is, with a broker, dealer, bank or other financial institution that serves as your nominee, you should be prepared to provide proof of beneficial ownership on the record date, or similar evidence of ownership. If you do not provide valid government-issued photo identification or comply with the other procedures outlined above upon request, you will not be admitted to the annual meeting.
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Security measures will be in place at the meeting to help ensure the safety of attendees. Metal detectors similar to those used in airports may be located at the entrance to the auditorium and briefcases, handbags and packages may be inspected. No cameras or recording devices of any kind, or signs, placards, banners or similar materials, may be brought into the meeting. Anyone who refuses to comply with these requirements will not be admitted.
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Q:
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How will we solicit proxies for the annual meeting?
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A:
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We are soliciting proxies by mailing this proxy statement and proxy card to our stockholders. We will pay the expenses incurred in connection with the printing and mailing of this proxy statement. In addition to solicitation by mail, the directors, officers and our employees, who will not be specially compensated, may solicit proxies from our stockholders by telephone, facsimile or other electronic means or in person. Arrangements also will be made with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation materials to the beneficial owners of shares held of record by these persons, and we will reimburse them for their reasonable out-of-pocket expenses. We will bear the total cost of soliciting proxies.
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Stockholders have the option to vote over the internet or by telephone. Please be aware that if you vote over the internet, you may incur costs such as telephone and access charges for which you will be responsible.
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Q:
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What is “Householding” and does Chimera do this?
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A:
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Householding is a procedure approved by the Securities and Exchange Commission under which stockholders who have the same address and last name and do not participate in electronic delivery of proxy materials receive only one copy of a company’s proxy statement and annual report from a company, bank, broker or other intermediary, unless one or more of these stockholders notifies the company, bank, broker or other intermediary that they wish to continue to receive individual copies. We engage in this practice, which is known as “householding,” as it reduces our printing and postage costs. However, if a stockholder of record residing at such an address wishes to receive a separate annual report or proxy statement, he or she may request it orally or in writing by contacting us at Chimera Investment Corporation, 1211 Avenue of the Americas, Suite 2902, New York, New York 10036, Attention: Investor Relations, by emailing us at
investor@chimerareit.com
, or by calling us at (646) 454-3759, and we will promptly deliver to the stockholder the requested annual report or proxy statement. If a stockholder of record residing at such an address wishes to receive a separate annual report or proxy statement in the future, he or she may contact us in the same manner. If you are an eligible stockholder of record receiving multiple copies of our annual report and proxy statement, you can request householding by contacting us in the same manner. If you own your shares through a bank, broker or other nominee, you can request householding by contacting the nominee.
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Q:
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Could the Annual Meeting be postponed or adjourned?
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A:
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If a quorum is not present or represented, our bylaws permit a majority of stockholders entitled to vote at the annual meeting, present in person or represented by proxy, to postpone or adjourn the meeting, without notice other than an announcement.
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Q:
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Who can help answer my questions?
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A:
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If you have any questions or need assistance voting your shares or if you need additional copies of this proxy statement or the enclosed proxy card, you should contact:
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PROPOSAL 1
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ELECTION OF DIRECTORS
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CORPORATE GOVERNANCE, DIRECTOR INDEPENDENCE,
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BOARD MEETINGS AND COMMITTEES
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●
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evaluate the performance of our officers;
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●
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evaluate the performance of our Manager;
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●
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review the compensation and fees payable to our Manager under our management agreement;
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●
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recommend to the board of directors the compensation for our independent directors; and
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●
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administer the issuance of any securities under our equity incentive plan to our executives or the employees of our Manager.
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●
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our accounting and financial reporting processes;
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●
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the integrity and audits of our consolidated financial statements;
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●
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our compliance with legal and regulatory requirements;
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●
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the qualifications and independence of our independent registered public accounting firm; and
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●
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the performance of our independent registered public accounting firm.
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*
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Audit Committee of the Board of Directors
|
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*
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Compensation Committee of the Board of Directors
|
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*
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Nominating and Corporate Governance Committee of the Board of Directors
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*
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Non-Management Directors
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*
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Name of individual director
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MANAGEMENT
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Name
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Age
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Position Held with Us
|
||
Matthew Lambiase
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44 |
Chief Executive Officer, President and Director
|
||
Christian J. Woschenko
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50 |
Head of Investments
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||
William B. Dyer
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64 |
Head of Underwriting
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||
A. Alexandra Denahan
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40 |
Chief Financial Officer and Secretary
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SECURITY OWNERSHIP OF CERTAIN
|
BENEFICIAL OWNERS AND MANAGEMENT OF CHIMERA
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Name of Beneficial Owner
|
Amount and Nature
of Beneficial
Ownership
|
Percent of
Class
|
||||||
Matthew Lambiase(1)
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415,000 | * | ||||||
Christian J. Woschenko(2)
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138,973 | * | ||||||
William B. Dyer(3)
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79,649 | * | ||||||
A. Alexandra Denahan(4)
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70,000 | * | ||||||
Mark Abrams(5)
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110,196 | * | ||||||
Gerard Creagh(6)
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105,670 | * | ||||||
Jeremy Diamond(7)
|
81,524 | * | ||||||
Paul Donlin(8)
|
792,640 | * | ||||||
Paul A. Keenan(9)
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118,149 | * | ||||||
Dennis M. Mahoney(10)
|
9,212 | * | ||||||
John P. Reilly(11)
|
50,109 | * | ||||||
All Directors and Officers As a Group
|
1,963,622 | * | ||||||
Capital Research Global Investors(12)
|
64,907,400 | 6.3 | % | |||||
Wells Fargo and Company(13)
|
53,572,161 | 5.2 | % |
*
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Less than 1 percent.
|
(1)
|
Mr. Lambiase, our Chief Executive Officer, President and one of our directors, is the beneficial owner of 90,000 shares of restricted common stock issued under our equity incentive plan which vests in equal installments on the first business day of each fiscal quarter over a period of ten years beginning on January 2, 2008. Includes 29,250 shares of restricted common stock that have vested as of March 30, 2011; 2,250 shares of restricted common stock that will vest within 60 days after March 30, 2011; and 58,500 shares which vest more than 60 days after March 30, 2011.
|
(2)
|
Mr. Woschenko, our Head of Investments, is the beneficial owner of 88,973 shares of restricted common stock issued under our equity incentive plan which vests in equal installments on the first business day of each fiscal quarter over a period of ten years beginning on January 2, 2008. Includes 29,250 shares of restricted common stock that have vested as of March 30, 2011; 2,250 shares of restricted common stock that will vest within 60 days after March 30, 2011; 58,500 shares which vest more than 60 days after March 30, 2011.
|
(3)
|
Mr. Dyer, our Head of Underwriting, is the beneficial owner of 69,649 shares of restricted common stock issued under our equity incentive plan which vests in equal installments on the first business day of each fiscal quarter over a period of ten years beginning on January 2, 2008. Includes 22,750 shares of restricted common stock that have vested as of March 30, 2011; 1,750 shares of restricted common stock that will vest within 60 days after March 30, 2011; and 45,500 shares which vest more than 60 days after March 30, 2011.
|
(4)
|
Ms. Denahan, our Chief Financial Officer and Secretary, is the beneficial owner of 70,000 shares of restricted common stock issued under our equity incentive plan which vests in equal installments on the first business day of each fiscal quarter over a period of ten years beginning on January 2, 2008. Includes 22,750 shares of restricted common stock that have vested as of March 30, 2011; 1,750 shares of restricted common stock that will vest within 60 days after March 30, 2011; and 45,500 shares which vest more than 60 days after March 30, 2011.
|
(5)
|
Mr. Abrams is one of our directors.
|
(6)
|
Mr. Creagh is one of our directors.
|
(7)
|
Mr. Diamond, one of our directors, is the beneficial owner of 68,524 shares of restricted common stock issued under our equity incentive plan which vests in equal installments on the first business day of each fiscal quarter over a period of ten years beginning on January 2, 2008. Includes 22,750 shares of restricted common stock that have vested as of March 30, 2011; 1,750 shares of restricted common stock that will vest within 60 days after March 30, 2011; and 45,500 shares which vest more than 60 days after March 30, 2011.
|
(8)
|
Mr. Donlin is one of our directors.
|
(9)
|
Mr. Keenan is one of our directors.
|
(10)
|
Mr. Mahoney is one of our directors.
|
(11)
|
Mr. Reilly is one of our directors. Includes 7,500 shares of common stock held by a member of Mr. Reilly’s immediate family.
|
(12)
|
The address for this stockholder is 333 South Hope Street, Los Angeles, CA 90071. Based solely on information contained in a Schedule 13G/A filed on February 9, 2011. The Schedule 13G/A reports that Capital Research Global Investors, a division of Capital Research and Management Company (CRMC), is deemed to be the beneficial owner of 64,907,400 shares of shares of our common stock as a result of CRMC acting as investment adviser to various investment companies.
|
(13)
|
The address for this stockholder is 420 Montgomery Street, San Francisco, CA 94104. Based solely on information contained in a Schedule 13G/A filed on January 20, 2011. The Schedule 13G/A reports that Wells Fargo and Company has the sole voting power over 49,393,497of the shares, shared voting power over 71,090 of the shares, sole dispositive power over 53,090,516 of the shares, and shared dispositive power over 78,849 of the shares of common stock. The Schedule 13G/A reports that the filing is made by Wells Fargo & Company on its own behalf and on behalf of Wells Capital Management Incorporated; Wells Fargo Bank, N.A.; Wells Fargo Advisors Financial Network, LLC; Wells Fargo Investments, LLC , Wells Fargo Advisors, LLC and Wells Fargo Funds Management, LLC.
|
EXECUTIVE COMPENSATION
|
Paul A. Keenan, Chair
|
|
Mark Abrams
|
|
Gerard Creagh
|
|
Paul Donlin
|
|
Dennis M. Mahoney
|
|
John P. Reilly
|
●
|
The columns for “Salary,” “Bonus,” “Option Awards,” “Non-Equity Incentive Plan Compensation,” “Change in Pension Value and Nonqualified Deferred Compensation Earnings” and “All Other Compensation” have been omitted because they are not applicable.
|
(1)
|
For amounts under the column “Stock Awards,” we disclose the expenses associated with the award measured in dollars and calculated in accordance with FASB ASC Topic 505, as required by SEC regulations. The FASB ASC Topic 505 fair value per share of the restricted stock is the closing price on the date of grant, or $17.72 per share.
|
Stock Awards
|
||||||||
Name
|
Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested(#)(1)
|
Equity Incentive
Plan Awards:
Market or
Payout
Value of
Unearned
Shares, Units or
Other Rights
That Have Not
Yet Vested($)(2)
|
||||||
Matthew Lambiase
|
63,000 | $ | 258,930 | |||||
Christian Woschenko
|
63,000 | $ | 258,930 | |||||
William Dyer
|
49,000 | $ | 201,390 | |||||
A. Alexandra Denahan
|
49,000 | $ | 201,390 |
●
|
The columns for “Option Awards” have been omitted because they are not applicable.
|
(1)
|
Reflects a restricted stock award granted to the named executive officer on January 2, 2008, which vests in equal installments on the first business day of each fiscal quarter over a period of 10 years beginning January 2, 2008.
|
(2)
|
Reflects fair value of unvested shares using December 31, 2010 closing price of $4.11.
|
Stock Awards
|
||||||||
Name
|
Number of
Shares
Acquired
on Vesting
(#)
|
Value
Realized
on
Vesting(1)
($)
|
||||||
Matthew Lambiase
|
9,000 | $ | 34,560 | |||||
Christian Woschenko
|
9,000 | $ | 34,560 | |||||
William Dyer
|
7,000 | $ | 26,880 | |||||
A. Alexandra Denahan
|
7,000 | $ | 26,880 |
(1)
|
Reflects fair value of vested shares using closing price on date of vesting.
|
(1)
|
We have valued the benefit based on the potential gain executives would have realized if the restricted stock had vested on December 31, 2010.
|
COMPENSATION OF DIRECTORS
|
Name
|
Fees
Earned or
Paid in
Cash
|
Stock
Awards (2)
|
Option
Awards
|
Non-
Equity
Incentive
Plan
Compen-
sation
|
Change in
Pension
Value and
Deferred Compen-sation
Earnings
|
All Other
Compen-
sation
|
Total
|
|||||||||||||||||||||
Mark Abrams(1)
|
$ | 61,750 | $ | 45,000 | - | - | - | - | $ | 106,750 | ||||||||||||||||||
Gerard Creagh
(1)
|
$ | 38,000 | $ | 33,750 | - | - | - | - | $ | 71,750 | ||||||||||||||||||
Paul Donlin(1)
|
$ | 52,250 | $ | 45,000 | - | - | - | - | $ | 97,250 | ||||||||||||||||||
Paul A. Keenan(1)
|
$ | 51,750 | $ | 45,000 | - | - | - | - | $ | 96,750 | ||||||||||||||||||
Dennis M. Mahoney
|
$ | 37,750 | $ | 33,750 | - | - | - | - | $ | 71,500 | ||||||||||||||||||
John P. Reilly
(1)
|
$ | 37,750 | $ | 33,750 | - | - | - | - | $ | 71,500 |
(1)
|
Elected to receive common stock in lieu of cash payment for Board of Director fees earned during 2010.
|
(2)
|
For amounts under the column “Stock Awards,” we disclose the expenses associated with the award measured in dollars and calculated in accordance with FASB ASC Topic 505, as required by SEC regulations. The FASB ASC Topic 505 fair value per share of the restricted stock is the closing price on the date of grant, or $4.11 per share.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
|
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
|
EQUITY COMPENSATION PLAN INFORMATION
|
Plan Category
|
Number of securities
to be issued upon exercise
of outstanding options
|
Weighted-average
exercise price of
outstanding options
|
Number of
securities
remaining
available for
future issuance
under Incentive
Plan (excluding
previously issued)
|
|||||||||
Incentive Plan | ||||||||||||
approved by | ||||||||||||
stockholders
|
- | - | 38,742,025 | |||||||||
Incentive Plan not | ||||||||||||
approved by | ||||||||||||
stockholders
|
- | - | - | |||||||||
Total
|
- | - | 38,742,025 |
REPORT OF THE AUDIT COMMITTEE
|
●
|
Are there any significant accounting judgments made by management in preparing the consolidated financial statements that would have been made differently had the registered public accounting firm themselves prepared and been responsible for the consolidated financial statements?
|
|
●
|
Based on the registered public accounting firm’s experience, and their knowledge of us, do our consolidated financial statements fairly present to investors, with clarity and completeness, our financial position and performance for the reporting period in accordance with generally accepted accounting principles, and SEC disclosure requirements?
|
|
●
|
Based on the registered public accounting firm’s experience, and their knowledge of us, have we implemented internal controls that are appropriate?
|
Mark Abrams, Chair
|
|
Gerard Creagh
|
|
Paul Donlin
|
|
Paul A. Keenan
|
|
Dennis M. Mahoney
|
|
John P. Reilly
|
PROPOSAL 2
|
APPROVAL OF A NON-BINDING ADVISORY VOTE
|
APPROVING EXECUTIVE COMPENSATION
|
●
|
While we do not pay our named executive officers any cash compensation, our Compensation Committee may grant our named executive officers equity awards intended the align their interests with those of our stockholders, by allowing our named executive officers to share in the creation of value for our stockholders through stock appreciation and dividends.
|
|
●
|
These equity awards are generally subject to vesting requirements over a number of years, and are designed to promote the retention of management and to achieve strong performance for our company.
|
|
●
|
These awards further provide flexibility to us in our ability to enable our Manager to attract, motivate and retain talented individuals at our Manager.
|
PROPOSAL 3
|
APPROVAL OF A NON-BINDING ADVISORY RESOLUTION
|
ON THE FREQUENCY OF STOCKHOLDER VOTING
|
ON OUR EXECUTIVE COMPENSATION
|
PROPOSAL 4
|
RATIFICATION OF APPOINTMENT OF
|
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
|
ACCESS TO FORM 10-K
|
STOCKHOLDER PROPOSALS
|
OTHER MATTERS
|
WHERE YOU CAN FIND MORE INFORMATION
|
|
CONTROL # ---->
|
000000000000
|
NAME
|
||
THE COMPANY NAME INC. - COMMON
|
SHARES
|
123,456,789,012.12345
|
THE COMPANY NAME INC. - CLASS A
|
123,456,789,012.12345
|
|
THE COMPANY NAME INC. - CLASS B
|
123,456,789,012.12345
|
|
THE COMPANY NAME INC. - CLASS C
|
123,456,789,012.12345
|
|
THE COMPANY NAME INC. - CLASS D
|
123,456,789,012.12345
|
|
THE COMPANY NAME INC. - CLASS E
|
123,456,789,012.12345
|
|
THE COMPANY NAME INC. - CLASS F
|
123,456,789,012.12345
|
|
THE COMPANY NAME INC. - 401 K
|
|
123,456,789,012.12345
|
________________________
|
||
|
PAGE 1 OF 2
|
|
|
__________________________________
|
|
For
|
Withhold
|
For All
|
To withhold authority to vote
|
|
All
|
All
|
Except
|
for any individual nominee(s),
|
The Board of Directors recommends that you
|
write the number(s) of the
|
|||
vote FOR the following:
|
mark "For All Except" and
|
|||
1. Election of Directors
|
[ ]
|
[ ]
|
[ ]
|
nominee(s) on the line below.
|
|
________________________
|
Nominees
|
||||
01 Paul Donlin
|
02 Mark Abrams
|
03 Gerard Creagh
|
2. A proposal to approve a non-binding advisory
|
For
|
Against
|
Abstain
|
resolution on our executive compensation.
|
[ ]
|
[ ]
|
[ ]
|
3. A recommendation, by a non-binding advisory vote, for the
|
1 year |
2 years
|
3 years
|
Abstain
|
frequency of advisory votes on our executive compensation.
|
[ ] |
[ ]
|
[ ]
|
[ ]
|
4. Ratification of the appointment of Deloitte & Touche LLP as independent
|
For
|
Against
|
Abstain
|
registered public accounting firm for the Company for the 2011 fiscal year.
|
[ ]
|
[ ]
|
[ ]
|
_______________________________________
|
___________________________
|
SHARES
|
CUSIP #
|
||
_______________________________________
|
___________________________
|
SEQUENCE #
|
Signature [PLEASE SIGN WITHIN BOX] Date JOB#
|
Signature (Joint Owners) Date
|