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(1)	to elect eight directors;

(2)	to consider and vote upon a proposal to approve an advisory resolution relating to executive compensation;

(3)	to ratify the appointment of PricewaterhouseCoopers LLP as our independent auditors for the year ending December 31, 2014; and

(4)	to transact any other business that may properly come before the meeting or any

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•	Date and Time:        April 23, 2014 at 8:30 a.m. (local time)

•	Location:     DoubleTree by Hilton, located at 16625 Swingley Ridge Road, Chesterfield, Missouri 63017

•	Record Date:        February 26, 2014

•	Mailing Date:    On or about March 14, 2014, we mailed the E-Proxy Notice, or this Proxy Statement and the proxy card, to our stockholders.

•	Voting:    Stockholders of record are entitled to one vote per share on each matter to be voted upon at the 2014 Annual Meeting of Stockholders.

1	AC - Audit Committee; CC - Compensation Committee; CG&NC - Corporate Governance and Nominating Committee; SPFC - Strategic Planning and Finance Committee

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•	J. Joseph Burgess, President and Chief Executive Officer;

•	David A. Martin, Senior Vice President and Chief Financial Officer;

•	Brian J. Clarke, Senior Vice President - Business Integration;

•	David F. Morris, Senior Vice President, Chief Administrative Officer and General Counsel; and

•	Laura M. Villa, Vice President - Human Resources.

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•	First, you are voting to elect eight directors. Each director, if elected, will serve a term of one year or until his or her successor has been elected and qualified.

•	Second, you are voting to approve an advisory resolution relating to executive compensation.

•	Third, you are voting to ratify the appointment of PricewaterhouseCoopers LLP as our independent auditors for the year ending December 31, 2014.

•	In addition, you may vote on other business, if it properly comes before the meeting, or any adjournment(s) of the meeting.

•	By Telephone or Internet: You can vote by telephone or Internet by following the instructions included on the E-Proxy Notice that you received in the mail or, if you requested or received a hard copy of this Proxy Statement, on the enclosed proxy card.

•	By Written Proxy: If you requested or received a hard copy of this Proxy Statement, you can vote by written proxy by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you sign and return the enclosed proxy card, the shares represented by the proxy will be voted in accordance with the terms of the proxy, unless you subsequently revoke your proxy.

•	In Person: If you are a record stockholder, you can vote in person at the meeting.

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•	If your shares are registered in your name, you are a record stockholder.

•	If your shares are in the name of your broker or bank, or their nominee, your shares are held in street name.

•	writing to the attention of our Corporate Secretary at the address of our executive office prior to the date of the 2014 Annual Meeting of Stockholders;

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•	voting by telephone or internet on a later date, or delivering a later-dated proxy card, if you requested or received a hard copy of this Proxy Statement, prior to or at the 2014 Annual Meeting of Stockholders; or

•	voting in person at the 2014 Annual Meeting of Stockholders.

•	receive notice of the meeting; and

•	vote at the meeting, or at any adjournment(s) of the meeting.

•	has not received voting instructions on a particular matter from the beneficial owner or persons entitled to vote; and

•	does not have discretionary voting power on the matter.

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•	By INTERNET at www.proxyvote.com;

•	By TELEPHONE, toll-free at 1-800-579-1639; or

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•	By sending an E-MAIL to sendmaterial@proxyvote.com; simply enter the information in the box next to the arrow from your E-Proxy Notice in the subject line. No other information is necessary.

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•	the appointment, compensation, retention and termination of our independent auditors and of our internal auditors;

•	oversight of the work of independent auditors engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for us;

•	oversight of our internal auditors’ work (including the review of an annual risk assessment report);

•	review of the scope and results of our internal controls (including the assessment of financial risk);

•	approval of the professional services provided by our independent auditors; and

•	review of the independence of our independent auditors.

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•	With regard to Mr. Cortinovis, our Board considered his strong background in the global manufacturing and technology sector, as well as his expertise with large multinational corporations.

•	With regard to Ms. Cuskley, our Board considered her strong financial and investment banking background, which makes her a valuable asset as Chair of our Audit Committee.

•	With regard to Mr. Gordon, our Board considered his wealth of senior management experience in the water and wastewater industries, as well as his deep knowledge of these industries.

•	With regard to Ms. Hinshaw, our Board considered her global experience in finance and investments, financial planning and risk management.

•	With regard to Mr. Smith, our Board considered his global business experience in the energy industry, including the mining and oil and gas fields.

•	With regard to Mr. Woods, our Board considered his extensive managerial expertise, including as Chairman or Chief Executive Officer at a number of public and private companies, and experience in financial operations, as well as his diverse industry experience and entrepreneurial know-how.

•	With regard to Mr. Wright, our Board considered his extensive managerial experience in the oil and gas industries, including numerous executive positions, as well as his in-depth knowledge of these industries.

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(1)	Includes fees for service on Board Committees.

(2)

Represents the aggregate grant date fair value, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Compensation - Stock Compensation,” with respect to deferred stock units awarded on May 14, 2013, in the following amounts: 4,568 to each of Messrs. Cortinovis, Dubinsky, Gordon, Smith and Wright and Mmes. Cuskley and Hinshaw and 7,900 to Mr. Woods. Please refer to Note 7, “Equity-Based Compensation,” in the Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K filed on February 28, 2014, for a discussion regarding the valuation of our stock awards. The aggregate number of deferred stock unit awards outstanding at December 31, 2013 was as follows: Mr. Cortinovis, 27,623; Ms. Cuskley, 31,898; Mr. Dubinsky, 26,423; Mr. Gordon, 14,805; Ms. Hinshaw, 31,654; Mr. Smith, 16,181; Mr. Woods, 46,624; and Mr. Wright, 14,986.

(3)	On January 9, 2014, Mr. John P. Dubinsky notified the Board of Directors of his decision not to stand for re-election at our 2014 Annual Meeting of Stockholders. Mr. Dubinsky will continue to serve as a member of the Board of Directors until his current term expires at the 2014 Annual Meeting of Stockholders.

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•	no increases to base salary were awarded to our Named Executive Officers for 2014;

•	no bonuses were paid to our Named Executive Officers based on 2013 performance;

•	the performance-based restricted stock granted in 2013 (as described in more detail below) was forfeited because the performance requirement was not met; and

•	none of the performance units eligible to vest in 2013 were earned.

•	utilize independent compensation consultants that do not perform any other work for the Company or our management team;

•	devote significant time to succession planning and leadership development efforts;

•	adopt and maintain compensation programs that do not encourage imprudent risk;

•	except as noted below, generally do not enter into employment agreements with our executive officers;

•	include double-trigger change in control provisions for accelerated vesting of our long-term incentive awards granted after 2012;

•	require holding periods after vesting in our equity awards, including our performance units;

•	maintain appropriate stock ownership guidelines;

•	consider benchmarking and market data in making compensation decisions;

•	do not permit or include problematic pay practices such as the repricing of “underwater” stock options without stockholder approval, excessive perquisites or tax gross-up payments (including in the event of a change in control);

•	maintain anti-hedging, anti-pledging and incentive compensation clawback policies;

•	elect directors annually by a majority vote standard (except in contested elections);

•	separate the roles of Chairman of the Board and Chief Executive Officer;

•	ensure that all of our directors are independent other than our Chief Executive Officer; and

•	mitigate the potential dilutive effect of equity awards through share repurchase programs.

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(1)	Variable Compensation consists of target annual cash incentives, performance units (at target), performance-based restricted stock and time-based restricted stock.

(2)	Long-Term Equity-Based Compensation consists of performance units (at target), performance-based restricted stock and time-based restricted stock.

(3)	Performance-Based Compensation consists of target annual cash incentives, performance-based restricted stock and performance units (at target).

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•	84% of total target compensation of our CEO was performance-based and 68% was long-term and equity-based;

•	78% of total target compensation of our Named Executive Officers other than the CEO was performance-based and 66% was long-term and equity-based; and

•	the largest single element of pay is delivered through long-term equity awards, 50% of which is based on the achievement of objective performance goals and 100% of which is based on a multi-year vesting schedule and continued service requirements.

•	No increases in base salary were awarded for 2014;

•	No bonuses were awarded to our Named Executive Officers under the Annual Cash Incentive Plan for 2013;

•	No performance units from either the 2013 tranche of the 2012-2014 grant of performance units or the 2013 tranche of the 2013-2015 grant of performance units vested in 2013 because 2013 financial performance did not meet the pre-established return on invested capital goal (“ROIC”) and earnings per share (“EPS”) goals2; and

•	Our Named Executive Officers forfeited the supplemental performance-based restricted stock grant awarded in 2013 because the Company did not achieve the applicable consolidated net income performance measure for 2013.

2	As discussed more fully later in this Compensation Discussion and Analysis, it is possible that the 2013 tranche of units from the 2012-2014 grant of performance units and the 2013-2015 grant of performance units could be earned in a later year based upon the cumulative performance vesting provisions applicable to the awards.

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•

We have successfully implemented our diversification strategy, transforming from a narrowly focused water and wastewater company to a diversified, global leader in infrastructure protection and maintenance, providing proprietary technologies and services to (i) protect against the corrosion of industrial pipelines; (ii) rehabilitate and strengthen water, wastewater, energy and mining piping systems and buildings, bridges, tunnels and waterfront structures; and (iii) utilize integrated professional services in engineering, procurement, construction, maintenance and turnaround services for a broad range of energy related industries.

•	As part of this strategy, we have acquired and integrated several companies that we believe complement our strategic vision, including Bayou, Corrpro, CRTS, Hockway, Fyfe and, most recently, Brinderson, while divesting ourselves of certain companies that do not fit into our strategic vision, such as our German joint venture and Bayou Welding Works.

•	Our market capitalization has more than doubled during Mr. Burgess’ tenure at Aegion.

•	Our revenue has increased from $537 million in 2008 to $1.1 billion in 2013.

•	Our net income has increased from $24.1 million in 2008 to $50.8 million in 2013 (before discontinued operations of $6.4 million).

•	We have continued to be a market leader in our legacy business, water and wastewater.

•	We have greatly expanded our international operations, including entering, or expanding our presence in, markets in Asia Pacific, the Middle East, Latin America and South America.

•	Cash flow from continuing operations has increased from $38.4 million in 2008 to $88.8 million in 2013.

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(1)

No performance units from either the grant of performance units in 2012 for the 2012-2014 performance period or the grant of performance units in 2013 for the 2013-2015 performance period vested in 2013 because 2013 financial performance did not meet pre-established ROIC and EPS goals. As discussed more fully later in this Compensation Discussion and Analysis, it is possible that the 2013 tranche of units could be earned in a later year based upon the cumulative performance vesting provisions applicable to the awards.

(2)	Represents the fair market value as of December 31, 2013 of shares restricted stock granted in 2013. Such shares are subject to a three-year cliff vesting requirement beginning on March 7, 2013.

(3)

Represents the grant date value as of December 31, 2013 of stock options granted to Mr. Burgess in 2013. 2013 options are subject to a three-year pro-rata vesting schedule, with the first tranche vesting on March 7, 2014. Please see the table entitled “Outstanding Equity Awards at Fiscal Year End” on page 51 for a summary of all vested and unvested options held by Mr. Burgess and the other Named Executive Officers.

(4)	The Company failed to meet the net income performance measure for 2013 for the vesting of the supplemental restricted stock awards discussed in the Compensation Discussion and Analysis. As a result, the supplemental restricted stock awards granted during 2013 were forfeited.

(5)	Computed consistent with the “All Other Compensation” column of the Summary Compensation Table.

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•	Base Salary

◦	2013 base salary increases for our Named Executive Officers ranged from 6% to 17%. These increases were due in large part to: (i) acknowledging the growth in size and complexity of our Company; (ii) maintaining annual cash compensation for our Named Executive Officers at the 50% range of annual cash compensation for our peer group; and (iii) the Company’s 2012 financial performance.

•	Annual Incentive Plan

◦	For our executives, we revised our annual incentive plan so that:

▪	an objective, formula-based approach is utilized, specifically, annual cash incentives are only paid if and to the extent that certain pre-established corporate

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▪	the pool for discretionary awards (regardless of achievement of corporate net income goals) that had existed in prior years has been eliminated.

•	Long-Term Equity Incentive Program

◦	We changed our mix of long-term equity incentive awards such that all Named Executive Officers other than the Chief Executive Officer received 50% performance units and 50% time-based restricted stock while the Chief Executive Officer received 50% performance units, 25% time-based restricted stock and 25% stock options. The reason for this mix of award types is discussed in more detail below.

◦

We revised the manner in which achievement of financial performance goals in the earning of performance units was measured. For 2013, 25% of the 2013 performance unit award amount vests based on a ROIC goal and 75% of the 2013 performance unit award amount vests based on an EPS goal. Again, the reason for this award mix is discussed in more detail below. Due to the Company not achieving either the ROIC or EPS goals in 2013, none of the performance units granted in 2013 vested.

◦

In order to achieve the long-term retention of our existing management team through the completion of our long-term strategy as well as incent continued net income growth, we granted our Named Executive Officers a supplemental restricted stock award. This award was tied to the achievement of a consolidated net income performance measure for 2013 but also required continued service to the Company through February 20, 2018 to begin vesting and February 20, 2020 to become fully vested. The Company did not achieve the consolidated net income performance measure for 2013 and, as a result, the awards were forfeited.

◦	For awards granted after 2012, we implemented a double-trigger for change-in-control situations. The double-trigger requires a change-in-control and a termination of employment other than for “cause” or a resignation for “good reason” (as defined in the applicable award document) in connection with or following the change in control.

•

At the 2013 Annual Meeting of Stockholders, our stockholders approved the Aegion Corporation 2013 Employee Equity Incentive Plan (the “2013 Plan”), which replaced the Aegion Corporation 2009 Employee Equity Incentive Plan. The 2013 Plan provides for the granting of stock options, restricted stock, performance units and other stock-based awards to our key employees. The maximum number of shares of our common stock authorized for issuance under the 2013 Plan is 2,895,000 shares, subject to adjustment for dilution, which includes 195,000 shares carried over from the 2009 Employee Equity Incentive Plan (the “2009 Plan”). The 2009 Plan was terminated upon stockholder approval of the 2013 Plan and, therefore, any shares underlying outstanding equity awards granted under the 2009 Plan will not be reissued if forfeited.

•	We adopted an anti-pledging policy applicable to directors and officers of the Company with regard to Company stock.

•	The Committee engaged independent advisors to work on its behalf to review the overall competitiveness of our executive compensation program and to review our pay practices in light of our pay for performance philosophy.

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•	We analyzed our compensation programs and believe that our programs and policies are designed so as to discourage our employees from taking unnecessary or excessive risks that could harm the long-term value of the Company.

•

We adjusted the terms of our long-term performance units such that the performance requirement is a cumulative measure of financial performance at the end of a three-year period, rather than an annual measure after each year of the three-year period with another cumulative measure at the end of the three-year period. This means that no units will be eligible to vest until the end of the three-year period, and only then if the three-year performance requirements are met, thereby enhancing the long-term nature of these awards and encouraging retention of our executives.

•	We have replaced the ROIC metric in our 2014 long-term performance units with relative total stockholder return (“TSR”). We believe that using a relative TSR metric better aligns the interests of our executives with the interests of our stockholders.

•	We have begun targeting total long-term incentive compensation at the 50th percentile of our peer group companies rather than the 75th percentile. The Company also targets annual cash compensation at the 50th percentile.

•	All of our Named Executive Officer will be able to elect that up to 25% of their long-term incentive award be in the form of stock options.

•	our executive compensation aligns the interests of our executives with those of our stockholders by rewarding the achievement of specific annual, long-term and strategic goals, with the ultimate objective of increasing stockholder value;

•	our executive compensation attracts, retains and incentivizes top talent by providing a competitive and equitable compensation package relative to the compensation paid to similarly-situated executives of our peer group and including performance and/or service requirements for vesting or retention of such award;

•	our executive compensation is based on the executive’s combined and individual commitment, experience, level of responsibility and contribution to our business goals; and

•	our executive compensation policies enhance our business interests by encouraging innovation on the part of our executives and other key employees balanced by appropriate levels of risk taking.

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•	the tax and accounting effects of compensation when determining the elements, structure and amounts of our executives’ total compensation packages; and

•	whether our compensation policies and practices create risks that are reasonably likely to have a material adverse effect on our Company. The Committee has determined that the Company’s current compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

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•	We had record revenue of approximately $1.1 billion, an increase of approximately 7% from 2012.

•	North American Water & Wastewater, our longest tenured business, had an outstanding year, with revenue of $360 million, 13% growth from 2012, and operating income of $33 million, 50% growth from 2012.

•	Corrpro, a key business for us, saw revenue growth of 5% and a 90 basis point improvement in operating margin to 13.1%.

•	Our Asia Pacific Water and Wastewater business reduced its operating loss by $8 million, or 80%, as a result of actions taken by management to improve operating performance.

3

The 37 companies consist of: A.O. Smith Corporation; American Axle & Manufacturing Holdings, Inc.; Armstrong World Industries, Inc.; Barnes Group, Inc.; Boise Inc.; Brady Corporation; Chart Industries Inc.; ESCO Technologies, Inc.; Gardner Denver, Inc.; Gencorp Inc.; Generac Holdings Inc.; Graco Inc.; H.B. Fuller Company; IDEX Corporation; Kaman Corporation; Leggett & Platt Inc.; Martin Marietta Materials, Inc.; Mueller Water Products, Inc.; Newfield Exploration Company; Nordson Corporation; Oil States International, Inc.; Olin Corporation; OMNOVA Solutions Inc.; Packaging Corp of America; Plains Exploration & Prod Company; Polaris Industries Inc.; Polyone Corporation; Regency Energy Partners LP; Sauer-Danfoss Inc.; Steelcase Inc.; Superior Energy Services, Inc.; Texas Industries, Inc.; Tower International Inc.; Unit Corporation; Valmont Industries, Inc.; Waters Corporation; and Woodward, Inc.

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•	We returned $25 million to our stockholders by completing three board-authorized share repurchase programs, reducing our outstanding shares by over 1.1 million shares.

•	We acquired Brinderson, L.P. and related entities on July 1, 2013. Brinderson opens a new end market for us and derives a substantial majority of its revenues from recurring activities. The Brinderson acquisition was immediately accretive.

•	We exited our German joint venture, which is consistent with our strategy to optimize our product and service mix in Europe and improve overall return on invested capital.

•	We continued in 2013 to expand our presence in key international markets, most notably the Middle East.

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•	losses associated with the write-down of assets of a subsidiary, business unit or division that has been designated by the Board of Directors as a discontinued business operation or to be liquidated;

•	gains or losses on the sale of any subsidiary, business unit or division, or the assets or business thereof;

•	gains or losses from the disposition of material capital assets (subject to certain exceptions) or the refinancing of indebtedness, including, among other things, any make-whole payments and prepayment fees;

•	losses associated with the write-down of goodwill or other intangible assets of the Company due to the determination under applicable accounting standards that the assets have been impaired;

•	gains or losses from material property casualty occurrences or condemnation awards taking into account the proceeds paid by insurance companies and other third parties in connection with the casualty or condemnation;

•	any other material income or loss item the realization of which is not directly attributable to the actions of current senior management of the Company;

•	any income statement effect resulting from a change in generally accepted accounting principles, except to the extent the effect of such a change is already reflected in the target net income amount;

•	the income taxes (benefits) of any of the above-designated gains or losses; and

•	restructuring charges and acquisition related transaction costs.

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*	One-third of the performance units awarded were eligible to vest as a result of 2013 financial performance. However, none of the performance units vested as a result of financial performance in 2013 not meeting the pre-established ROIC and EPS goals.

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•

The retention of the current management team through the completion of the Company’s diversification strategy to a global leader in infrastructure protection and maintenance is critical. Although the Committee is continuously focused on succession planning and leadership development, the Committee considers it advantageous to the Company and its stockholders to retain the current management team for at least five to seven years in order to achieve the Company’s long-term goals.

•	The Committee, however, also deemed it important to maintain the growth of the Company’s net income on a short-term basis.

•	A one-year performance target based on net income growth of at least 3% during 2013 compared to 2012. If this target is not met, the award will be forfeited in its entirety.

•	The awards will have a seven-year service requirement, such that they will not begin to vest until February 20, 2018 and, beginning then, will vest over a three-year period.

•	Except in very limited circumstances, if the Named Executive Officer leaves the Company prior to the full performance and service vesting of these shares, the shares will be forfeited in their entirety.

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•	adjusting the future compensation of the executive officer or key employee;

•	terminating the employment of the executive officer or key employee; and

•	pursuing other legal remedies against the executive officer or key employee.

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•	reviewed and discussed the Compensation Discussion and Analysis with management, and

•	in reliance on such review and discussions, approved the inclusion of such Compensation Discussion and Analysis in this Proxy Statement.

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(1)	Includes amounts earned but deferred at the election of the executive officer under our 401(k) Profit Sharing Plan and our nonqualified deferred compensation plan.

(2)	Represents the aggregate grant date fair value of the award computed in accordance with FASB ASC Topic 718. For a discussion regarding the valuation of our stock awards for financial statement reporting purposes, please refer to Note 7, “Equity-Based Compensation,” in the Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K filed on February 28, 2014.

(3)	Stock Awards and Option Awards: These amounts do not necessarily reflect the actual economic value realized by Named Executive Officers.

(4)	Represents the aggregate grant date fair value of the award computed in accordance with FASB ASC Topic 718. For a discussion regarding the valuation of our option awards for financial statement reporting purposes, please refer to Note 7, “Equity-Based Compensation,” in the Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K filed on February 28, 2014.

(5)

For 2013 and 2011, no bonuses were awarded under our Management Annual Incentive Plan. The 2012 amounts represent bonuses awarded under our Management Annual Incentive Plan. No payments under our Executive Performance Plan were made in 2013 in connection with long-term incentive cash awards for the performance period of January 1, 2011 through December 31, 2013 because the targets were not met. Further, no payments under our Executive Performance Plan were made in 2012 in connection with long-term incentive cash awards for the performance period of January 1, 2010 through December 31, 2012 because the targets were not met. The 2011 amounts represent cash payments under our Executive Performance Plan in connection with long-term incentive cash awards for the performance period of January 1, 2009 through December 31, 2011 for Messrs. Burgess, Martin and Morris of $361,205, $139,666, and $156,522, respectively.

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(6)

Represents the following amounts paid or accrued in 2013: Mr. Burgess, $10,200 in employer-matching payments under our 401(k) Profit Sharing Plan, $11,790 in term life insurance premiums, $5,583 in executive disability insurance premiums and $11,740 in club fees; Mr. Martin, $10,200 in employer-matching payments under our 401(k) Profit Sharing Plan and nonqualified deferred compensation plan, $960 in term life insurance premiums and $4,206 in executive disability insurance premiums; Mr. Clarke, $10,200 in employer-matching payments under our 401(k) Profit Sharing Plan, $960 in term life insurance premiums and $5,583 in executive disability insurance premiums; Mr. Morris, $10,200 in employer-matching payments under our 401(k) Profit Sharing Plan, $960 in term life insurance premiums and $5,187 in executive disability insurance premiums; and Ms. Villa, $9,000 in employee-matching payments under our 401(k) Profit Sharing Plan, $883 in term life insurance premiums, and $1,244 in executive disability insurance premiums.

(7)

Includes the grant date fair value of performance units awarded in 2013 assuming the target level of performance conditions is achieved, which is equal to $750,000 for Mr. Burgess, $325,000 for each of Messrs. Martin, Clark and Morris and $112,500 for Ms. Villa. If the highest level of performance conditions is achieved with regard to the annual performance units granted in 2013, the aggregate grant date fair value of such awards would be $1,500,000 for Mr. Burgess, $650,000 for each of Messrs. Martin, Clark and Morris and $250,000 for Ms. Villa. In 2013, the Company did not achieve the performance target with respect to this award of performance units and, therefore, none of these performance units vested in 2013. Also includes the grant date fair value of the annual awards of restricted stock granted in 2013, which awards are subject to forfeiture if the Named Executive Officer’s employment terminates prior to the end of the three-year service period. Finally, includes the grant date fair value of the supplemental awards of restricted stock granted in 2013, which awards were subject to a one-year performance requirement and a seven year service restriction. The supplemental awards of performance-based restricted stock were forfeited as of December 31, 2013 as a result of the Company’s failure to achieve the one-year performance requirement.

(8)

Represents the grant date fair value of the annual performance units and the supplemental performance units granted in 2012 assuming the target level of performance conditions is achieved, the vesting of both of which is subject to the attainment of financial performance targets. If the highest level of performance conditions is achieved with regard to the annual performance units and supplemental performance units granted in 2012, the aggregate grant date fair value of such awards was as follows: Mr. Burgess, $2,500,000; Mr. Martin, $1,050,000; Mr. Clarke, $920,000; Mr. Morris, $1,050,000; and Ms. Villa, $150,000. For 2013, the Company did not achieve the performance targets, as such no shares vested in 2013.

(9)	Represents the grant date fair value of restricted stock granted in 2011, which restricted stock contained a one-year performance target restriction and a three-year service restriction. These 2011 awards were forfeited as of December 31, 2011 due to the failure to achieve the one-year performance target.

(10)	Mr. Clarke joined our Company on February 14, 2011.

(11)	Ms. Villa joined our Company on February 22, 2012 after having worked as an independent contractor to the Company. The amounts included in Ms. Villa’s compensation totals for 2012 include all compensation paid to her by the Company during 2012, including compensation paid to Ms. Villa as an independent contractor.

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(1)	Represents the number of shares of supplemental performance-based restricted stock awarded on February 20, 2013. With respect to these shares, the minimum performance target was not met; therefore, these awards were forfeited.

(2)	Represents the number of shares of time-based restricted stock awarded on March 7, 2013.

(3)	Represents number of stock options awarded on March 7, 2013.

(4)	Represents the number of performance units awarded on March 7, 2013. For 2013, the minimum performance target was not met; therefore, none of these performance units vested as a result of 2013 performance.

(5)

Represents the grant date fair value (computed in accordance with FASB ASC Topic 718) of $23.35 for the supplemental performance-based restricted stock grants on February 20, 2013 to Messrs. Burgess, Martin, Clarke and Morris and Ms. Villa, $25.11 per share for the time-based restricted stock granted on March 7, 2013 to Messrs. Burgess, Martin, Clarke and Morris and Ms. Villa, $12.92 per share for the stock options granted to Mr. Burgess on March 7, 2013 and $25.11 per share for the performance unit grants to Messrs. Burgess, Martin, Clarke and Morris and Ms. Villa. Please refer to Note 7, “Equity-Based Compensation,” in the Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K filed on February 28, 2014 for a discussion regarding the valuation of our stock and option awards.

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(1)

The options become exercisable in three equal annual installments beginning on: (a) January 21, 2012 for options with an exercise price of $26.60 and an option expiration date of January 21, 2018; (b) February 14, 2012 for options with an exercise price of $29.86 and an option expiration date of February 14, 2018; (c) February 21, 2013 for options with an exercise price of $18.11 and an option expiration date of February 21, 2019; and (d) March 7, 2014 for options with an exercise price of $25.11 and an option expiration date of March 7, 2020.

(2)

Represents the number of shares of restricted stock awarded and outstanding at fiscal year-end as follows: Mr. Burgess, 58,895 shares awarded on February 20, 2013 and 14,934 shares awarded on March 7, 2013; Mr. Martin, 24,463 shares awarded on February 20, 2013 and 12,943 shares awarded on March 7, 2013; Mr. Clarke, 25,559 shares awarded on February 20, 2013 and 12,943 shares awarded on March 7, 2013; Mr. Morris, 25,833 shares awarded on February 20, 2013 and 12,943 shares awarded on March 7, 2013; and Ms. Villa, 4,283 shares awarded on February 20, 2013 and 4,480 shares awarded on March 7, 2013. All shares of restricted stock awarded on February 20, 2013 were forfeited because the performance requirement was not met. With respect to all other restricted stock awards, the performance target for each of these awards has been met, the performance restrictions were removed

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(3)	Represents the value of shares of restricted stock calculated on the basis of the closing price of our common stock on The Nasdaq Global Select Market on December 31, 2013 ($21.89 per share).

(4)

Represents the number of performance units granted in 2012 and 2013 that may potentially vest if the threshold performance goal is met. The performance units are eligible to vest in three equal annual installments beginning on the first anniversary of the date of award through the achievement of the annual performance goals. Any of the performance units not vested in a particular year may be carried over and vest at the end of the three-year period through the achievement of three-year cumulative performance goals.

(5)	Represents the value of shares of performance units calculated on the basis of the closing price of our common stock on The Nasdaq Global Select Market on December 31, 2013 ($21.89 per share) multiplied by the number of performance units that may potentially vest if the threshold performance goal is met.

(1)	With regard to Mr. Burgess, represents 22,955 shares of restricted stock granted on February 24, 2010 and 103,092 shares of restricted stock granted on April 14, 2008 in connection with the commencement of Mr. Burgess’ employment with the Company. With regard to Messrs. Martin and Morris, represents shares of restricted stock granted on February 24, 2010.

(2)	Reflects the number of shares vesting multiplied by the market price on the date of the lapse of time-based restrictions. The restricted stock grants on February 24, 2010 were made pursuant to the terms of our 2009 Employee Equity Incentive Plan.

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(1)	Named Executive Officer contributions and registrant payments also are reported in the “Salary” and “Other Compensation” columns of the Summary Compensation Table.

(2)	Amounts credited do not constitute above-market earnings.

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•	A termination date of December 31, 2013.

•	A value of $21.89 per share used for the value of our common stock, which was the closing price of our common stock on December 31, 2013.

•	With respect to the value of stock options, the value is reduced by the exercise price per share.

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(1)	Does not include the supplemental performance-based restricted stock award granted on February 20, 2013, which was forfeited as of December 31, 2013 as a result of the Company’s failure to achieve the one-year performance requirement.

(2)	The number of shares of unvested restricted stock immediately vesting upon an involuntary termination without cause after a change of control, voluntary termination for good reason after a change in control, death or disability is 14,934.

(3)	As of December 31, 2013, Mr. Burgess did not meet the definition of “retirement” in the various award agreements.

(4)	The number of outstanding unvested stock options becoming immediately exercisable upon a change in control only is 82,742.

(5)

The number of outstanding unvested stock options becoming immediately exercisable upon an involuntary termination without cause after a change of control or voluntary termination for good reason after a change in control is 29,025. The exercise price of all 29,025 options is greater than the Company’s stock price on December 31, 2013 and, therefore, no additional amounts are listed in the table above.

(6)

The number of outstanding unvested stock options becoming immediately exercisable upon death or disability is 111,767. None of the stock options comprising the difference between outstanding unvested stock options becoming immediately exercisable upon death or disability and the outstanding unvested stock options becoming immediately exercisable upon a change in control only (i.e., 29,025) have an exercise price less than the Company’s stock price on December 31, 2013 and, therefore, the amounts in the Death and Disability columns are equal to the amounts in the Change in Control Only column.

(7)	The number of unvested performance units immediately vesting upon a change in control only is 69,023.

(8)	The number of unvested performance units immediately vesting upon an involuntary termination without cause after a change of control or voluntary termination for good reason after a change in control is 29,869.

(9)

Represents one-third of the target performance unit award for the performance units granted in 2013 (i.e., that relate to the 2013-2015 performance period). Only one year of the three-year performance period has past, therefore, the Company is unable to make a reasonable estimate of whether the performance requirements will be satisfied at the end of the three-year performance period, thus triggering any payout upon termination on December 31, 2013 due to death or disability. We have assumed in the above table that the performance requirements are met at target, which, assuming a termination on December 31, 2013 for death or disability would result in a payment of one-third of the target performance unit award.

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(1)	Does not include the supplemental performance-based restricted stock award granted on February 20, 2013, which was forfeited as of December 31, 2013 as a result of the Company’s failure to achieve the one-year performance requirement.

(2)	The number of shares of unvested restricted stock immediately vesting upon an involuntary termination without cause after a change of control, voluntary termination for good reason after a change in control, death or disability is 12,943.

(3)	As of December 31, 2013, Mr. Martin did not meet the definition of “retirement” in the various award agreements.

(4)	The number of outstanding unvested stock options becoming immediately exercisable upon a change in control only is 35,854.

(5)	All outstanding unvested stock options immediately vest upon a change of control as set forth in the Change in Control Only column. Therefore, no additional vesting would take place upon an involuntary termination without cause after a change of control or voluntary termination for good reason after a change in control.

(6)	The number of unvested performance units immediately vesting upon a change in control only is 28,990.

(7)	The number of unvested performance units immediately vesting upon an involuntary termination without cause after a change of control or voluntary termination for good reason after a change in control is 12,943.

(8)

Represents one-third of the target performance unit award for the performance units granted in 2013 (i.e., that relate to the 2013-2015 performance period). Only one year of the three-year performance period has past, therefore, the Company is unable to make a reasonable estimate of whether the performance requirements will be satisfied at the end of the three-year performance period, thus triggering any payout upon termination on December 31, 2013 due to death or disability. We have assumed in the above table that the performance requirements are met at target, which, assuming a termination on December 31, 2013 for death or disability would result in a payment of one-third of the target performance unit award.

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(1)	Does not include the supplemental performance-based restricted stock award granted on February 20, 2013, which was forfeited as of December 31, 2013 as a result of the Company’s failure to achieve the one-year performance requirement.

(2)	The number of shares of unvested restricted stock immediately vesting upon an involuntary termination without cause after a change of control, voluntary termination for good reason after a change in control, death or disability is 12,943.

(3)	As of December 31, 2013, Mr. Clarke did not meet the definition of “retirement” in the various award agreements.

(4)	The number of outstanding unvested stock options becoming immediately exercisable upon a change in control only is 34,961.

(5)	All outstanding unvested stock options immediately vest upon a change of control as set forth in the Change in Control Only column. Therefore, no additional vesting would take place upon an involuntary termination without cause after a change of control or voluntary termination for good reason after a change in control.

(6)	The number of unvested performance units immediately vesting upon a change in control only is 25,400.

(7)	The number of unvested performance units immediately vesting upon an involuntary termination without cause after a change of control or voluntary termination for good reason after a change in control is 12,943.

(8)

Represents one-third of the target performance unit award for the performance units granted in 2013 (i.e., that relate to the 2013-2015 performance period). Only one year of the three-year performance period has past, therefore, the Company is unable to make a reasonable estimate of whether the performance requirements will be satisfied at the end of the three-year performance period, thus triggering any payout upon termination on December 31, 2013 due to death or disability. We have assumed in the above table that the performance requirements are met at target, which, assuming a termination on December 31, 2013 for death or disability would result in a payment of one-third of the target performance unit award.

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(1)	Does not include the supplemental performance-based restricted stock award granted on February 20, 2013, which was forfeited as of December 31, 2013 as a result of the Company’s failure to achieve the one-year performance requirement.

(2)	The number of shares of unvested restricted stock immediately vesting upon an involuntary termination without cause after a change of control, voluntary termination for good reason after a change in control, death or disability is 12,943.

(3)	As of December 31, 2013, Mr. Morris did not meet the definition of “retirement” in the various award agreements.

(4)	The number of outstanding unvested stock options becoming immediately exercisable upon a change in control only is 35,855.

(5)	All outstanding unvested stock options immediately vest upon a change of control as set forth in the Change in Control Only column. Therefore, no additional vesting would take place upon an involuntary termination without cause after a change of control or voluntary termination for good reason after a change in control.

(6)	The number of unvested performance units immediately vesting upon a change in control only is 28,990.

(7)	The number of unvested performance units immediately vesting upon an involuntary termination without cause after a change of control or voluntary termination for good reason after a change in control is 12,943.

(8)

Represents one-third of the target performance unit award for the performance units granted in 2013 (i.e., that relate to the 2013-2015 performance period). Only one year of the three-year performance period has past, therefore, the Company is unable to make a reasonable estimate of whether the performance requirements will be satisfied at the end of the three-year performance period, thus triggering any payout upon termination on December 31, 2013 due to death or disability. We have assumed in the above table that the performance requirements are met at target, which, assuming a termination on December 31, 2013 for death or disability would result in a payment of one-third of the target performance unit award.

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(1)	Does not include the supplemental performance-based restricted stock award granted on February 20, 2013, which was forfeited as of December 31, 2013 as a result of the Company’s failure to achieve the one-year performance requirement.

(2)	The number of shares of unvested restricted stock immediately vesting upon an involuntary termination without cause after a change of control, voluntary termination for good reason after a change in control, death or disability is 4,480.

(3)	As of December 31, 2013, Ms. Villa did not meet the definition of “retirement” in the various award agreements.

(4)	The number of outstanding unvested stock options becoming immediately exercisable upon a change in control only is 6,102.

(5)	All outstanding unvested stock options immediately vest upon a change of control as set forth in the Change in Control Only column. Therefore, no additional vesting would take place upon an involuntary termination without cause after a change of control or voluntary termination for good reason after a change in control.

(6)	The number of unvested performance units immediately vesting upon a change in control only is 4,141.

(7)	The number of unvested performance units immediately vesting upon an involuntary termination without cause after a change of control or voluntary termination for good reason after a change in control is 4,480.

(8)

Represents one-third of the target performance unit award for the performance units granted in 2013 (i.e., that relate to the 2013-2015 performance period). Only one year of the three-year performance period has past, therefore, the Company is unable to make a reasonable estimate of whether the performance requirements will be satisfied at the end of the three-year performance period, thus triggering any payout upon termination on December 31, 2013 due to death or disability. We have assumed in the above table that the performance requirements are met at target, which, assuming a termination on December 31, 2013 for death or disability would result in a payment of one-third of the target performance unit award.

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•	each of our Named Executive Officers,

•	each of our directors,

•	each person known by us to own beneficially more than 5% of the outstanding shares of our common stock, and

•	all of our directors and executive officers as a group.

(1)	The address for each of our directors and executive officers is 17988 Edison Avenue, Chesterfield, Missouri 63005.

(2)

Except as otherwise indicated, as of February 26, 2014, all shares are owned with sole voting and investment power. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. For the listed officers and directors, the number of shares beneficially owned includes shares of common stock that the individual had the right to acquire within 60 days after February 26, 2014, including through the exercise of stock options.

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(3)	The information provided herein is based on Amendment No. 4 to Schedule 13G filed by BlackRock, Inc. with the Securities and Exchange Commission on January 28, 2014. The information in Amendment No. 4 to Schedule 13G indicates that, at December 31, 2013, BlackRock, Inc. possessed the sole power to vote 3,396,801 shares and sole power to direct the disposition of 3,548,834 shares.

(4)

The information provided herein is based on Amendment 3 to Schedule 13G filed by Invesco Ltd. with the Securities and Exchange Commission on February 4, 2014. The information in Amendment 3 to Schedule 13G indicates that, at December 31, 2013, Invesco Ltd., either directly or through certain of its subsidiaries, possessed sole power to vote and the sole power to direct disposition of 3,221,905 shares.

(5)

The information provided herein is based on a Schedule 13G filed by Dimensional Fund Advisors LP with the Securities and Exchange Commission on February 10, 2014. The information in Schedule 13G indicates that, at December 31, 2013, Dimensional Fund Advisors LP had sole power to vote 2,706,059 shares and sole power to direct the disposition of 2,794,949 shares. These securities are owned by various investment companies, commingled group trusts and separate accounts, which Dimensional Fund Advisors LP or its subsidiaries, serve as an investment adviser with power to direct investments and/or sole power to vote the securities. For purposes of the reporting requirements of the Securities Exchange Act of 1934, Dimensional Fund Advisors LP is deemed to be a beneficial owner of these securities; however, Dimensional Fund Advisors LP expressly disclaims that it is, in fact, the beneficial owner of these securities.

(6)

The information provided herein is based on Amendment 2 to Schedule 13G filed by T. Rowe Price Associates, Inc. with the Securities and Exchange Commission on February 7, 2014. The information in Amendment 2 to Schedule 13G indicates that, at December 31, 2013, T. Rowe Price Associates, Inc. had sole voting power with respect to 842,470 shares of our common stock and sole dispositive power with respect to 2,574,820 shares of our common stock. These securities are owned by various individual and institutional investors, which T. Rowe Price Associates, Inc. serves as an investment adviser with power to direct investments and/or sole power to vote the securities. For purposes of the reporting requirements of the Securities Exchange Act of 1934, as amended, T. Rowe Price Associates, Inc. is deemed to be a beneficial owner of these securities; however, T. Rowe Price Associates, Inc. expressly disclaims that it is, in fact, the beneficial owner of these securities.

(7)

The information provided herein is based on Amendment 2 to Schedule 13G filed by Guggenheim Capital, LLC and certain of its subsidiaries with the Securities and Exchange Commission on February 13, 2014. The information in Amendment 2 to Schedule 13G indicates that, at December 31, 2013, Guggenheim Capital, LLC or its subsidiaries possessed the sole power to vote and the sole power to direct the disposition of 2,476,726 shares.

(8)

The information provided herein is based on Amendment 3 to Schedule 13G filed by The Vanguard Group, Inc. with the Securities and Exchange Commission on February 10, 2014. The information in Amendment 3 to Schedule 13G indicates that, at December 31, 2013, The Vanguard Group, Inc. possessed the sole power to vote 62,832 shares, the shared power to direct the disposition of 58,532 shares and the sole power to direct the disposition of 2,362,247 shares. The aggregate amount of shares beneficially owned by The Vanguard Group, Inc. is 2,420,779 shares.

(9)

The information provided herein is based on a Schedule 13G filed by Barrow, Hanley, Mewhinney & Strauss, LLC with the Securities and Exchange Commission on February 12, 2014. The information in the Schedule 13G indicates that, at December 31, 2013, Barrow, Hanley, Mewhinney & Strauss, LLC possessed the sole power to vote 1,134,023 shares, shared power to vote 1,094,900 shares and the sole power to direct the disposition of 2,228,923 shares.

(10)	Represents 161,194 shares of common stock (1,198 of which are held through the Company’s Employee Stock Purchase Plan), options to purchase 462,399 shares of stock and 14,934 shares of restricted stock. 115,000 shares of common stock are pledged as collateral for certain personal loans with a third party.

(11)	Represents options to purchase 51,998 shares of stock and 12,943 shares of restricted stock.

(12)	Less than one percent.

(13)	Represents 40,126 shares of common stock (of which 7,200 shares are held in Mr. Cortinovis’ Individual Retirement Account, 2,800 shares are held in Mr. Cortinovis’ spouse’s Individual Retirement Account and 30,126 shares are held in a trust in the name of Mr. Cortinovis’ spouse pursuant to which Mr. Cortinovis is the primary beneficiary) and 27,623 deferred stock units.

(14)	Represents 4,159 shares of common stock and 31,898 deferred stock units.

(15)	Represents 15,552 shares of common stock and 26,423 deferred stock units.

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(16)	Represents 6,919 shares of common stock and 14,805 deferred stock units.

(17)	Represents 12,169 shares of common stock and 31,654 deferred stock units.

(18)	Represents 49,554 shares of common stock (40,547 of which are held jointly with Mr. Martin’s spouse), options to purchase 182,320 shares of stock and 12,943 shares of restricted stock.

(19)	Represents 76,401 shares of common stock, options to purchase 193,023 shares of stock and 12,943 shares of restricted stock. 73,651 shares of common stock are pledged as collateral for certain personal loans with a third party.

(20)	Represents 7,312 shares of common stock (all of which shares are held by a family trust for the benefit of Mr. Smith and his spouse for which he and his spouse serve as trustees) and 16,181 deferred stock units.

(21)	Represents 763 shares of common stock held through the Company’s Employee Stock Purchase Plan, options to purchase 6,102 shares of stock and 4,480 shares of restricted stock.

(22)	Represents 61,323 shares of common stock and 46,624 deferred stock units.

(23)	Represents 10,000 shares of common stock (all of which held in Mr. Wright’s Individual Retirement Account) and 14,986 deferred stock units.

(24)	Includes 448,950 shares of common stock, options to purchase 907,674 shares of stock, 60,234 shares of restricted stock and 210,194 deferred stock units.

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•	No increases to base salary were awarded to our Named Executive Officers for 2014.

•	No bonuses were paid to our Named Executive Officers based on 2013 performance.

•	The performance-based restricted stock granted in 2013 (as described in more detail below) was forfeited because the performance requirement was not met.

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•	None of the performance units eligible to vest in 2013 were earned.

•	Our Compensation Committee is advised by independent advisors that keep the Compensation Committee apprised of developments and best practices. The independent advisors do not perform any services for management.

•	Our executive compensation program does not permit or include problematic pay practices such as the repricing of “underwater” stock options without stockholder approval or excessive perquisites or tax gross-up payments (including in the event of change in control).

•	We made certain changes to our equity program to further link pay to performance, through the incorporation of performance units into our equity program and by revising our annual incentive program so that funding is tied 100% to corporate net income.

•	Beginning in 2013, we have included double triggers in all of our long-term incentive award agreements so that accelerated vesting of such awards occurs only upon a change in control coupled with a subsequent termination of employment without “cause” or for “good reason”.

•

For our executives, we revised our annual incentive plan so that an objective, formula-based approach is utilized, specifically, annual cash incentives are only paid if and to the extent that certain pre-established corporate net income goals are achieved, subject only to the negative discretion of the Committee to reduce awards; and it no longer contains a pool for discretionary awards (regardless of achievement of corporate net income goals) that had existed in prior years.

•	We adopted an anti-pledging policy applicable to directors and officers of the Company with regard to Company stock.

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