def14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Soliciting Material Pursuant to §240.14a-12 |
Corn Products International, Inc.
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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5 Westbrook
Corporate Center, Westchester, Illinois 60154
April 4,
2008
Dear Stockholder:
It is my pleasure to invite you to Corn Products
Internationals 2008 Annual Meeting of Stockholders. This
years meeting will be held on Wednesday, May 21, at
the Westbrook Corporate Center Meeting Facility, which is
located on the ground floor of the annex between Towers 2 and 5
of the Westbrook Corporate Center (near the southwesterly corner
of the intersection of Cermak Avenue and Wolf Road), in
Westchester, Illinois. The annual meeting will be held solely to
vote on each of the matters described in the proxy statement,
which follows on the next page. We do not expect any other
business will be transacted.
We are pleased to be taking advantage of new Securities and
Exchange Commission rules that allow issuers to furnish proxy
materials to their stockholders on the Internet. We believe the
new rules will allow us to provide our stockholders with the
information they need, while lowering the costs of delivery and
reducing the environmental impact of our annual meeting. On
April 4, 2008, we mailed to most of our stockholders a
notice containing instructions on how to access our proxy
statement and 2007 Annual Report to Stockholders and vote
online. Other stockholders will continue to receive a copy of
the proxy statement and annual report by mail. The proxy
statement contains instructions on how you can (i) receive
a paper copy of the proxy statement and annual report, if you
only received a notice by mail or (ii) elect to receive
your proxy statement and annual report electronically by e-mail,
if you received them by mail this year.
Your vote is important, whether or not you plan to attend the
meeting, and we encourage you to vote promptly. You may vote
your shares on the Internet or via a toll-free telephone number.
Alternatively, if you received a paper copy of the proxy card by
mail, you may sign, date and mail the proxy card in the envelope
provided. Instructions regarding all three methods of voting are
contained in the proxy statement and the proxy card. Note also
that if you hold your shares through a bank, broker or other
holder of record, you may vote your shares in accordance with
your voting instruction form or notice provided by the record
holder.
We look forward to seeing you at the annual meeting.
Sincerely,
Samuel C. Scott III
Chairman, President and
Chief Executive Officer
Printed on Recycled Paper
Corn
Products International, Inc.
5 Westbrook Corporate Center
Westchester, Illinois 60154
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The 2008 Annual Meeting of Stockholders of Corn Products
International, Inc. will be held at the Westbrook Corporate
Center Meeting Facility, which is located on the ground floor of
the annex between Towers 2 and 5 of the Westbrook Corporate
Center (near the southwesterly corner of the intersection of
Cermak Avenue and Wolf Road), in Westchester, Illinois, on
Wednesday, May 21, 2008, at 9:00 a.m., local time, for
the following purposes:
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to elect three Class II directors, each for a term of three
years,
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to ratify the appointment of KPMG LLP as the Independent
Registered Public Accounting Firm of the company and its
subsidiaries, in respect of the companys operations in
2008 and
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to transact other business, if any, that is properly brought
before the meeting and any adjournment or adjournments thereof.
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Stockholders of record at the close of business on
March 24, 2008 will be entitled to vote at the meeting and
at any adjournment of the meeting.
Attendance at the meeting will be limited to stockholders, those
holding proxies from stockholders, and invited guests from the
media and financial community. For ten days before the meeting,
a list of stockholders will be available for inspection during
ordinary business hours at the companys offices at
5 Westbrook Corporate Center, Westchester, Illinois 60154.
This proxy statement and our annual report to stockholders and
the proxy are being made available to stockholders on or about
April 4, 2008.
Your vote is important. Whether or not you expect to attend
the annual meeting, please ensure that your vote will be counted
by voting on the Internet or by toll-free telephone number, as
described in the enclosed materials. Alternatively, if you
received a copy of the proxy card by mail, you may sign, date
and mail the proxy card in the envelope provided. If you hold
your shares through a bank, broker or other holder of record,
you may vote your shares in accordance with your voting
instruction form.
By order of the Board of Directors,
Mary Ann Hynes
Vice President, General Counsel
and Corporate Secretary
April 4, 2008
ADMISSION
TO THE 2008 ANNUAL MEETING
An admission ticket (or other proof of stock ownership) will be
required for admission to the annual meeting. Only
stockholders who own Corn Products common stock as of the close
of business on March 24, 2008 will be entitled to attend
the meeting. An admission ticket will serve as verification of
your ownership.
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If you received a notice of availability of the proxy materials
electronically on the Internet, the notice constitutes your
admission ticket.
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If your Corn Products shares are registered in your name and you
received an
e-mail with
instructions containing a link to the website where those
materials are available and a link to the proxy voting website,
you may print a copy of the
e-mail which
will serve as your admission ticket.
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If your Corn Products shares are held in a bank or brokerage
account, vote your shares in accordance with your voting
instruction form, if one is provided by your bank or broker, or
contact your bank or broker to obtain a written legal proxy in
order to vote your shares at the meeting. If you do not obtain a
legal proxy from your bank or broker, you will not be entitled
to vote your shares at the meeting, but you can still attend the
annual meeting if you bring a recent bank or brokerage statement
showing that you owned shares of Corn Products common stock on
March 24, 2008.
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If your Corn Products shares are registered in your name and you
received proxy materials by mail, an admission ticket is
attached to your proxy card.
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You must present your admission ticket at the door for admission
of yourself and one guest. Seating will be on a first-come,
first-served basis, and you may be asked to present valid
picture identification before being admitted.
The use of cameras at the annual meeting is prohibited, and they
will not be allowed in the meeting room, except by credentialed
media. We realize that many cellular phones have built-in
digital cameras. While these phones may be brought into the
room, the camera function may not be used at any time. No
recording devices or large packages will be permitted in the
meeting room.
TABLE OF
CONTENTS
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General Information
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1
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Proposal 1. Election of Directors
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6
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The Board and Committees
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10
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Director Compensation
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Security Ownership of Certain Beneficial Owners and Management
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Executive Compensation
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Compensation Discussion and Analysis
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Summary Compensation Table
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Grants of Plan-Based Awards in Fiscal 2007
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31
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Outstanding Equity Awards at 2007 Fiscal Year End
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Option Exercises and Stock Vested in Fiscal 2007
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Pension Benefits in Fiscal 2007
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Nonqualified Deferred Compensation in Fiscal 2007
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Potential Payments upon Termination
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Compensation Committee Report
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Equity Compensation Plan Information as of December 31, 2007
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Independence of Board Members
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Review and Approval of Transactions with Related Persons
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Certain Relationships and Related Transactions
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2007 and 2006 Audit Firm Fee Summary
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Audit Committee Report
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Proposal 2. Ratification of Appointment of Independent
Registered Public Accounting Firm
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Other Matters
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Other Information
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Section 16(a) Beneficial Ownership Reporting Compliance
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Additional Information
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Corn
Products International, Inc.
5 Westbrook Corporate Center
Westchester, Illinois 60154
PROXY STATEMENT
Why am I
receiving these materials?
The Board of Directors of Corn Products International, Inc. is
soliciting proxies to be voted at the Annual Meeting of
Stockholders (the annual meeting) to be held on Wednesday,
May 21, 2008, and at any adjournment of the annual meeting.
When we ask you for your proxy, we must provide you with a proxy
statement and an annual report to stockholders that contain
certain information specified by law. Our Board of Directors has
made these materials available to most of our stockholders on
the Internet or, if you are a participant in the Corn Products
International, Inc. Retirement Savings Plans, has delivered
paper copies of these materials to you by mail, in connection
with the Boards solicitation of proxies for use at our
2008 annual meeting. Our stockholders are invited to attend the
annual meeting and are requested to vote on the proposals
described in this proxy statement. In this proxy statement we
refer to Corn Products International, Inc. as Corn
Products, the company, we or
us.
What is
included in these materials?
These materials include:
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This proxy statement for the annual meeting; and
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Our 2007 Annual Report to Stockholders, which includes our
audited consolidated financial statements.
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If you received paper copies of these materials by mail, these
materials also include the proxy card for the annual meeting.
Why did I
receive a notice in the mail regarding the Internet availability
of the proxy materials this year instead of a paper copy of the
proxy materials?
This year, we are pleased to be using the new
U.S. Securities and Exchange Commission rule that allows
companies to furnish their proxy materials over the Internet. As
a result, we are mailing to many of our stockholders a notice
about the Internet availability of the proxy materials (notice
of availability) instead of a paper copy of the proxy materials.
All stockholders receiving the notice of availability will have
the ability to access the proxy materials over the Internet and
request to receive a paper copy of the proxy materials by mail.
Instructions on how to access the proxy materials over the
Internet or to request a paper copy may be found on the notice
of availability. In addition, this notice contains instructions
on how stockholders may request to receive proxy materials in
paper form by mail or electronically by
e-mail on an
ongoing basis.
Why
didnt I receive a notice about the Internet availability
of the proxy materials?
We are providing some of our stockholders, including
stockholders who have previously requested to receive paper
copies of the proxy materials and our stockholders who are
participants in the Corn Products International, Inc. Retirement
Savings Plans, with paper copies of the proxy materials instead
of a notice about the Internet availability of the proxy
materials.
How can I
access the proxy materials over the Internet?
Your notice of availability of the proxy materials, proxy card
or voting instruction card will contain instructions on how to
view our proxy materials for the annual meeting on the Internet.
Our proxy materials are also available on our website at
www.cornproducts.com. You can instruct us to send our future
proxy materials to you electronically by e-mail on the website
where you can vote and on our website. Choosing to receive your
future proxy materials by
e-mail will
help us conserve natural resources and reduce the costs of
printing and distributing our proxy materials. If you choose to
receive future proxy materials by
e-mail, you
will receive an
e-mail with
instructions containing a link to the website where those
materials are available and a link to the proxy voting website.
Your election to receive proxy materials by
e-mail will
remain in effect until you terminate it.
How may I
obtain a paper copy of the proxy materials?
Stockholders receiving a notice about the Internet availability
of the proxy materials will find instructions about how to
obtain a paper copy of the proxy materials on their notice. All
stockholders who do not receive the notice of availability and
have not elected to receive proxy materials by
e-mail will
receive a paper copy of the proxy materials by mail.
What will
the stockholders vote on at the annual meeting?
Two items:
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election of three Class II directors, each for a term of
three years; and
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ratification of the appointment of our independent registered
public accounting firm.
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Will
there be any other items of business on the agenda?
We do not expect any other items on the agenda because the
deadlines for stockholder proposals and nominations have already
passed. Nonetheless, in case there is any unforeseen need, the
accompanying proxy gives discretionary authority to the persons
named in the proxy with respect to other matters that might be
brought before the meeting. Those persons intend to vote that
proxy in accordance with their best judgment.
Who is
entitled to vote?
Stockholders as of the close of business on March 24, 2008
(the record date) may vote at the annual meeting. You have one
vote for each share of common stock you held on the record date,
including shares:
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held directly in your name as a stockholder of record,
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held in your account with a broker, bank or other nominee or
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attributed to your account(s) in the Corn Products International
Stock Fund of the companys Retirement Savings Plans or the
companys automatic dividend reinvestment plan.
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What
constitutes a quorum?
A majority of the outstanding shares, present or represented by
proxy, constitutes a quorum for the annual meeting. As of the
record date, 73,758,012 shares of our common stock were
issued and outstanding.
How many
votes are required for the approval of each item?
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The three nominees for director receiving the most votes will be
elected. Abstentions and instructions to withhold authority to
vote for one or more of the nominees will result in a nominee
receiving fewer votes but will not count as votes against a
nominee.
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The ratification of the appointment of our independent
registered public accounting firm will be approved if it
receives the favorable vote of a majority of the votes present
at the meeting in person or by proxy and entitled to vote. A
vote to abstain on the independent registered public
accounting firm ratification proposal will be counted as present
for quorum purposes and will be considered as being present for
the vote on that proposal, but it will not be counted as a vote
cast for that proposal and will, therefore, have the
effect of a vote against the proposal.
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Broker nonvotes. If your shares are held by a
broker, the broker will ask you how you want your shares to be
voted. If you give the broker instructions, your shares will be
voted as you direct. If you do not give instructions, one of two
things can happen, depending on the type of proposal. For the
election of directors and the ratification of auditors, the
broker may vote your shares in its discretion. For all other
proposals, the broker may not vote your shares at all. When that
happens, it is called a broker nonvote.
How do I
vote?
If you are a stockholder of record or are holding a proxy for a
stockholder of record, you may vote in person at the annual
meeting. We will give you a ballot when you arrive. If you do
not wish to vote in person or if you will not be attending the
annual meeting, you may vote by proxy. You can vote by proxy on
the Internet by following the instructions provided in the
notice of Internet availability of proxy materials, or, if you
received these materials electronically, by following the
instructions in the e-mail message that notified you of their
availability, or if you receive paper copies of the proxy
materials by mail, you can vote on the Internet, by telephone or
by mail by following the instructions on the enclosed proxy card.
You can utilize these methods to vote:
By the Internet. You may vote online at
www.proxyvote.com by following the instructions provided in the
notice of Internet availability of the proxy materials or, if
you received these materials electronically, by following the
instructions in the
e-mail
message that notified you of their availability, or, if you
received these materials by mail, by following the instructions
on the enclosed proxy card. You will need your 12-digit control
number contained on your notice of availability, e-mail
notification or proxy card in order to vote online. Voting on
the Internet has the same effect as voting by mail or telephone.
Internet voting will be available until
11:59 p.m. Eastern Time on May 20, 2008. If you
vote by the Internet but do not indicate your voting
preferences, the persons named in the proxy will vote on your
behalf for the election of the nominees for director listed
below and for the ratification of the appointment of our
independent registered public accounting firm.
By telephone. You may vote by telephone at
1-800-690-6903. You will need the 12-digit control number
contained on your notice of availability, e-mail notification or
proxy card in order to vote by telephone. Voting by telephone
has the same effect as voting by mail or the Internet. Telephone
voting will be available until 11:59 p.m. Eastern Time
on May 20, 2008. If you vote by telephone but do not
indicate your voting preferences, the persons named in the proxy
will vote on your behalf for the election of the nominees for
director listed below and for the ratification of the
appointment of our registered public accounting firm.
By mail. If you received a paper copy of the
proxy materials, you may vote by signing and dating each proxy
card you receive and returning it to us in the prepaid envelope
provided. Sign your name exactly as it appears on the proxy. If
you are signing in a representative capacity (for example, as an
attorney-in-fact, executor, administrator, guardian, trustee, or
the officer or agent of a corporation or partnership), please
indicate your name and your title or capacity. If the stock is
held in custody for a minor (for example, under the Uniform
Transfers to Minors Act), the custodian should sign, not the
minor. If you return your signed proxy but do not indicate your
voting preferences, the persons named in the proxy will vote on
your behalf for the election of the nominees for director listed
below and for the ratification of the appointment of our
independent registered public accounting firm.
Can I
change my vote after I have voted?
You may revoke your proxy and change your vote at any time
before the final vote at the meeting. You may vote again on a
later date on the Internet or by telephone, by signing and
returning a new proxy card with a later date or by attending the
meeting and voting in person. Only your latest Internet,
telephone or written proxy submitted prior to the meeting will
be counted. You may revoke your proxy at any time before the
meeting by (1) notifying the companys Corporate
Secretary in writing or (2) delivering a later-dated proxy
on the Internet or by telephone or in writing. However, your
attendance at the annual meeting will not automatically revoke
your proxy unless you vote again at the meeting or specifically
request in writing that
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your prior proxy be revoked. Any written notice revoking a proxy
should be sent to Mary Ann Hynes, Corporate Secretary, Corn
Products International, Inc., 5 Westbrook Corporate Center,
Westchester, Illinois 60154.
How do I
vote shares that are held by my broker?
If you have shares held by a broker or other nominee, you may
instruct your broker or other nominee to vote your shares by
following instructions that the broker or nominee provides for
you. Most brokers offer voting on the Internet, by telephone and
by mail.
How do I
vote in person?
If you are a stockholder of record, you may vote your shares in
person at the meeting. However, we encourage you to vote on the
Internet, by telephone or by proxy card even if you plan to
attend the meeting.
How do I
vote my shares in the Corn Products International Stock Fund of
the Companys Retirement Savings Plans?
You may instruct the plan trustee on how to vote your shares in
the Corn Products International Stock Fund on the Internet, by
telephone or by mail as described above.
How many
shares in the Corn Products International Stock Fund of the
Companys Retirement Savings Plans can I vote?
You may vote all the shares allocated to your account on the
record date.
What
happens if I do not vote my Retirement Savings Plan
shares?
Your shares will not be voted. The Trustee will not vote shares
held in the Retirement Savings Plans as to which it does not
receive timely directions.
What does
it mean if I receive more than one Notice of Availability or
proxy card?
It means that you hold shares in more than one account. To
ensure that all your shares are voted, if you vote on the
Internet or by telephone, you will need to vote once for each
notice of availability, proxy card and voting instruction card
you receive. To ensure that all your shares are voted if you
received more than one proxy card, sign and return each card.
Who
tabulates the votes?
The votes are tabulated by an independent inspector of election,
Broadridge Investor Communication Services.
What
should I do if I want to attend the annual meeting?
An admission ticket (or other proof of stock ownership) will be
required for admission to the annual meeting. Only
stockholders who own Corn Products common stock as of the close
of business on March 24, 2008 will be entitled to attend
the meeting. An admission ticket will serve as verification of
your ownership.
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If you received a notice of Internet availability of the proxy
materials, the notice constitutes your admission ticket.
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If your Corn Products shares are registered in your name and you
received an
e-mail with
instructions containing a link to the website where those
materials are available and a link to the proxy voting website,
you may print a copy of the
e-mail which
will serve as your admission ticket.
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If your Corn Products shares are held in a bank or brokerage
account, vote your shares in accordance with your voting
instruction form, if one is provided by your bank or broker, or
contact your bank or broker to obtain a written legal proxy in
order to vote your shares at the meeting. If you do not obtain a
legal proxy from your bank or broker, you will not be entitled
to vote your shares at the meeting, but you can still attend the
annual meeting if you bring a recent bank or brokerage statement
showing that you owned shares of Corn Products common stock on
March 24, 2008.
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If your Corn Products shares are registered in your name and you
received proxy materials by mail, an admission ticket is
attached to your proxy card.
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How do I
contact the Board of Directors?
Interested parties may communicate directly with any member of
the Board of Directors, including the Lead Director, or the
non-management directors, as a group, by writing in care of:
Corporate Secretary
Corn Products International, Inc.
5 Westbrook Corporate Center
Westchester, Illinois 60154
The Corporate Secretary will collect all such communications and
organize them by subject matter. All such communications will be
promptly forwarded to the appropriate board committee
chairperson according to the subject matter of the
communication, except for solicitations or other matters
unrelated to the company. Communications addressed directly to
the Lead Director, the non-management directors, as a group, or
any individual director will be forwarded to the Lead Director,
each non-management member of the board or the individual
director, as the case may be.
Who is
paying for the cost of this proxy solicitation?
Corn Products is paying the costs of the solicitation of
proxies. We must pay brokerage firms and other persons
representing beneficial owners of shares held in street name
certain fees associated with:
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Forwarding the notice or availability to beneficial owners;
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Forwarding paper proxy materials by mail to beneficial
owners; and
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Obtaining beneficial owners voting instructions.
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In addition to soliciting proxies by the Internet and mail, our
board members, officers and employees may solicit proxies on our
behalf, without additional compensation, personally, by e-mail
or by telephone.
How do I
submit a stockholder proposal for the 2009 annual
meeting?
Our 2009 annual meeting is scheduled for Wednesday, May 20,
2009. If a stockholder wishes to have a proposal considered for
inclusion in next years proxy statement, he or she must
submit the proposal in writing so that we receive it by
December 5, 2008. Proposals should be addressed to our
Corporate Secretary, Corn Products International, Inc.,
5 Westbrook Corporate Center, Westchester, Illinois 60154.
In addition, our By-laws provide that any stockholder wishing to
propose any other business at the annual meeting must give the
company written notice not less than ninety nor more than one
hundred twenty days in advance of the date which is the
anniversary of the date that this proxy statement was released.
That notice must provide certain other information as described
in our by-laws. Copies of the by-laws are available online in
the Governance section of our website at
http://www.cornproducts.com.
There are other procedural requirements in our by-laws
pertaining to stockholder nominations and proposals. Any
stockholder may receive a current copy of our by-laws, without
charge, by writing to our Corporate Secretary.
I share
an address with another stockholder and received one paper copy
of the proxy materials. How may I obtain an additional copy of
the proxy materials?
The Securities and Exchange Commissions rules permit us to
deliver a single set of annual meeting materials to one address
shared by two or more of our stockholders. This delivery method
is referred to as householding and can result in
significant cost savings with respect to holders who want to
receive paper materials. To take advantage of this opportunity,
we have delivered only one proxy statement and annual report to
multiple stockholders who share an address, unless we received
contrary instructions from the impacted stockholders prior to
the mailing date. This procedure saves printing and postage
costs by reducing duplicative mailings. We agree to deliver
promptly, upon written or oral request, a separate copy of the
annual meeting materials, as requested to any stockholder at the
shared address to which a single copy of these documents was
delivered. If you prefer to receive separate copies of the proxy
statement or annual report, contact Broadridge Financial
Solutions, Inc. at
(800) 542-1061
or in writing at Broadridge Householding Department,
5
51 Mercedes Way, Edgewood, New York 11717. Please also keep in
mind that this proxy statement and the accompanying 2007 Annual
Report to Stockholders will be published and available for
viewing and copying in the Investors section of our
website at
http://www.cornproducts.com,
in addition to being available at the site stated in the notice
of availability.
If you are currently a stockholder sharing an address with
another stockholder and wish to receive only one copy of future
proxy statements and annual reports for your household, please
contact Broadridge Financial Solutions at the above phone number
or address.
Stockholders who participate in householding and request to
receive paper copies of the proxy materials will continue to
receive separate proxy cards. Householding will not affect
dividend check mailings.
Beneficial stockholders can request information about
householding from their banks, brokers, or other holders of
record.
Proposal 1.
Election of Directors
Under our certificate of incorporation, the board is divided
into three classes with approximately one-third of the directors
standing for election each year. The terms of four Class II
directors are expiring at the annual meeting. Three of these
four directors are nominated for election, with each nominee to
hold office for a three-year term expiring in 2011. As
previously disclosed, the fourth, Gunther Greiner, has declined
to stand for election for personal reasons. Upon the expiration
of Mr. Greiners term, the Board will consist of 10
members. The three directors standing for election and our other
seven continuing directors are listed on pages 6 to 10,
with brief biographies.
All of the nominees for election have consented to being named
in this proxy statement and to serve if elected. If, for any
reason, any of the nominees cannot be a candidate for election
at the annual meeting, the proxies will be voted for substitute
nominees designated by the board unless it has reduced its
membership prior to the annual meeting. The board does not
anticipate that any of the nominees will be unavailable to serve
if elected. The nominees and the directors continuing in office
will normally hold office until the Annual Meeting of
Stockholders in the year indicated on this and the following
pages and until their successors have been elected and have
qualified.
The Corporate Governance and Nominating Committee is currently
conducting a search for a director and expects to increase the
number of directors back to eleven and fill the vacancy created
by that increase after the annual meeting and identification of
a suitable candidate.
Class II nominees for three-year terms expiring in
2011
RICHARD
J. ALMEIDA
Age 65
Director since 2001
Chairman of the Compensation Committee and member of the
Corporate Governance
and Nominating Committee
Former Chairman and Chief Executive Officer of Heller
Financial, Inc.
Mr. Almeida retired in 2001 as Chairman and Chief Executive
Officer of Heller Financial, Inc., a commercial finance and
investment company, a position he had held since 1995. He served
as Executive Vice President and Chief Financial Officer of
Heller Financial from 1987 until 1995. Before that service, he
was an executive with Citicorp/Citibank, a full service bank,
serving in various capacities. Mr. Almeida is a director of
UAL Corporation, The Marmon Group, CARE(USA) and High Jump.
6
GREGORY
B. KENNY
Age 55
Director since 2005
Member of the Audit Committee
President and Chief Executive Officer of General Cable
Corporation
Mr. Kenny is President and Chief Executive Officer of
General Cable Corporation since August 2001 and a director of
General Cable Corporation since 1997. General Cable Corporation
is a manufacturer of aluminum, copper, and fiber-optic wire and
cable products. From 1999 to 2001 he served as President and
Chief Operating Officer of General Cable Corporation; from 1997
to 1999 he served as Executive Vice President and Chief
Operating Officer; from 1994 to 1997 he served as Executive Vice
President, Sales and Marketing; and from 1992 to 1994 he served
as President, Consumer Products Group. He is also a director of
Cardinal Health, Inc. and a member of the Board of Governors for
NEMA (National Electrical Manufacturers Association). In
addition, Mr. Kenny serves on the boards of the Cincinnati
Museum Center and Big Brothers/Big Sisters of Greater Cincinnati.
JAMES M.
RINGLER
Age 62
Director since 2001
Chairman of the Audit Committee and member of the Corporate
Governance and
Nominating Committee
Chairman of the Board of Teradata Corporation
Mr. Ringler has served as Chairman of the Board of
Directors of Teradata Corporation, a data warehousing and
business intelligence solutions company, since September 2007.
Previously, Mr. Ringler served as the Chairman of the Board
of NCR Corporation, an information technology company, from 2005
to September 2007. He served as the interim Chief Executive
Officer of NCR from March 2005 until September 2005 and was a
member of the NCR Board of Directors from November 2003 until
September 2007. Mr. Ringler retired in 2004 as Vice
Chairman of Illinois Tool Works Inc. where he had worked since
1999. Illinois Tool Works Inc. is a multinational manufacturer
of highly engineered products and specialty systems. From
October 1997 to December 1999, he was Chairman of the Board,
President and Chief Executive Officer of Premark International,
Inc., a multinational manufacturer and marketer of food
equipment, decorative products and consumer products. From 1996
to September 1997, he served as President and Chief Executive
Officer of Premark International, Inc. and as President and
Chief Operating Officer from 1992 until 1996. Mr. Ringler
is also a director of The Dow Chemical Company, FMC
Technologies, Inc. and Autoliv, Inc. Mr. Ringler is also a
National Trustee of the Boys and Girls Clubs of North America,
Midwest Region and a director of the Lyric Opera of Chicago.
The Board recommends that you vote FOR the nominees for
Class II directors.
7
Class III directors continuing in office until 2009
LUIS
ARANGUREN-TRELLEZ
Age 46
Director since 2003
Member of the Finance Committee
Executive President of Arancia Industrial, S.A. de C.V.
Mr. Aranguren-Trellez has been, since 2000, the Executive
President of Arancia Industrial, S.A. de C.V., a holding company
with interests in the food and enzyme industries, special
textile rent to hospital sector and food service and logistics.
Arancia Industrial is a Mexican company that is owned by
Mr. Aranguren-Trellez and his brothers. Arancia Industrial
was the former joint venture partner with the company in corn
wet milling and refining operations in Mexico. Previously,
Mr. Aranguren-Trellez served as Operations Director of
CPIngredientes, S.A. de C.V., Corn Products Mexican
subsidiary, from 1996 until 2000, and had served in various
other management positions with that company and its
predecessors since 1989. He was also a director of Sistemas
Pecuarious, S.A. de C.V. from 1998 to 2004, a joint venture
between private Mexican and Great Britain companies, and he is
at present Chairman of PFS de Mexico, S.A. de C.V. a private
Mexican company in the food service and logistics area.
Mr. Aranguren-Trellez is also a member of the Regional
Consulting Board of Telefonos de Mexico, S.A. de C.V., as well
as of Banco Nacional de Mexico, S.A., the Citicorp Mexican bank
subsidiary.
PAUL
HANRAHAN
Age 50
Director since 2006
Member of the Compensation Committee
President and Chief Executive Officer of The
AES Corporation
Mr. Hanrahan is the President and Chief Executive Officer
of The AES Corporation, one of the worlds leading
independent power producers. He was Executive Vice President and
Chief Operating Officer of The AES Corporation and
President and Chief Executive Officer of AES China Generating
Co., Ltd. from 1993 until 2002, and Managing Director of AES
Transpower from 1990 until 1993. He joined AES in 1986 as a
Project Director. Mr. Hanrahan serves as a director of The
AES Corporation.
WILLIAM
S. NORMAN
Age 69
Director since 1997
Lead Director, Chairman of the Corporate Governance and
Nominating Committee
and member of the Compensation Committee
Former President and Chief Executive Officer of the Travel
Industry Association
Mr. Norman retired in 2005 from the Travel Industry
Association, a trade association for the travel industry, where
he had been President and Chief Executive Officer since 1994.
Previously, he served as Executive Vice President of the
National Railroad Passenger Corporation (AMTRAK), a rail
transportation company, from 1987 to 1994. He is the Chairman of
the Board of the LMI, a nonprofit government consulting
organization dedicated to improving management of the US Federal
Government, and a director of the Travel Industry Association
and the International Consortium for Research on the Health
Effects of Radiation. He is also a Vice Chairman of the Board of
Trustees of West Virginia Wesleyan College and a member of the
Board of Overseers of the Hospitality Hall of Honor and Archives.
8
Class I directors continuing in office until 2010
KAREN L.
HENDRICKS
Age 59
Director since 2000
Chairperson of the Finance Committee and member of the Corporate
Governance and
Nominating Committee
Former Chairman, President and Chief Executive Officer of
Baldwin Piano & Organ Company
Ms. Hendricks is the former Chairman, President and Chief
Executive Officer of Baldwin Piano & Organ Company of
Cincinnati, Ohio, a maker of fine musical instruments, where she
served from 1994 to April 2001. From 2003 until 2005 she served
as a Leadership Development Consultant at Lee Hecht Harrison, a
global career management services organization.
Ms. Hendricks is currently Vice Chair of the Board of
Trustees of The Ohio State University, on the Executive
Committee of the Board of Directors of the Cincinnati Chapter of
the American Red Cross, on the Board of Trustees of the
Association of Governing Boards of Universities and Colleges,
and Chairman of the Board of the James Cancer Hospital and
Richard Solove Research Center, in Columbus, Ohio.
BERNARD
H. KASTORY
Age 62
Director since 1997
Member of the Audit Committee
Former Professor of Business Administration at Skidmore
College and Former Senior Corporate Executive at Bestfoods
Mr. Kastory taught business strategy in the Business
Department at Skidmore College from 2001 through 2007. He served
as a Senior Vice President of Bestfoods (formerly known as CPC
International) from 1999 to 2001 with responsibility for its
Asian, Latin American and Baking divisions. Bestfoods, which was
acquired by Unilever in 2000, was a global producer of consumer
food products. Previously, he served as Senior Vice
President Finance and Administration of Bestfoods
from 1997 until 1999, as Chairman and Chief Executive Officer of
Bestfoods Baking Business from 1995 until 1997 and as
President of its Corn Refining Business and Vice President of
CPC International since 1992. Mr. Kastory is a member of
the Advisory Board of Bimbo Bakeries USA, an affiliate of Grupo
Bimbo, and is a member of the Finance Committee of Double H
Ranch, a camp for children with cancer.
9
BARBARA
A. KLEIN
Age 53
Director since 2004
Member of the Audit Committee
Senior Vice President and Chief Financial Officer of CDW
Corporation
Ms. Klein has served as the Senior Vice President and Chief
Financial Officer of CDW Corporation, a direct marketer of
multi-brand information technology products, since 2002.
Ms. Klein intends to retire as Chief Financial Officer of
CDW, but has agreed to continue to serve until a new Chief
Financial Officer is hired. CDW was acquired by an entity
controlled by investment funds affiliated with Madison Dearborn
Partners, LLC and Providence Equity Partners on October 12,
2007. Previously, she served as the Vice President and Chief
Financial Officer of Dean Foods Company, a food and beverage
company, from 2000 to 2002 and was the Vice President and
Corporate Controller of Ameritech Corporation, a
telecommunications company, from 1996 to 2000. Ms. Klein is
a director of Cabot Microelectronics Corporation. Ms. Klein
belongs to the Financial Executives Institute, the Chicago
Finance Exchange and the Chicago Network. She also serves on the
board of the Tax Assistance Program, a not-for-profit entity.
SAMUEL C.
SCOTT III
Age 63
Director since 1997
Chairman, President and Chief Executive Officer of the
Company
Mr. Scott has served as Chairman and Chief Executive
Officer of the company since February 2001 and President since
1997. Mr. Scott also served as Chief Operating Officer from
1997 through January 2001. Previously, he served as President of
the worldwide Corn Refining Business of CPC International, Inc.;
now Unilever Bestfoods, from 1995 to 1997 and was President of
CPC Internationals North American Corn Refining Business
from 1989 to 1997. He was elected a Vice President of CPC
International in 1991. Mr. Scott is a director of Motorola,
Inc., The Bank of New York Mellon Corporation, Abbott
Laboratories, ACCION International, The Executives Club of
Chicago and The Chicago Council on Global Affairs. He is also a
Trustee of the Conference Board. Mr. Scott is Lead Director
of Motorola and Chairman of Motorolas Compensation and
Leadership Committee. Mr. Scott recently informed the Board
of his intention to retire as President and Chief Executive
Officer of the company upon the hiring of his successor and
completion of a smooth transition period.
The Board
and Committees
The business and affairs of the company are conducted under the
direction of its Board of Directors.
The Board of Directors is currently comprised of
11 directors. Immediately prior to the annual meeting, the
Board will consist of 10 members, nine of whom are outside
(non-employee) directors. The other member of the present board,
Mr. G.E. Greiner, is retiring from the Board effective
immediately prior to the annual meeting.
In the interim between annual meetings, the board has the
authority under the companys by-laws to increase or
decrease the size of the board and to fill vacancies.
The Board of Directors has determined that the following
9 directors satisfy the New York Stock Exchanges
definition of independent director: R. J. Almeida,
G. E. Greiner, P. Hanrahan, K. L. Hendricks,
B. H. Kastory, G. B. Kenny, B. A. Klein,
W. S. Norman and J. M. Ringler.
The board held 6 meetings in 2007. Each director attended at
least 75 percent of the meetings of the board and the
committees of the board on which he or she served during 2007.
As a group, the directors meeting attendance averaged
97 percent for the year.
10
The company encourages, but does not require, its directors to
attend the annual meeting. Last year, all 11 of our directors
attended the annual meeting.
Non-management directors meet regularly in executive sessions
without management. Executive sessions are held in conjunction
with each regularly scheduled meeting of the board.
Non-management directors are all those who are not
company officers and may include directors who are not
independent by virtue of the existence of a material
relationship with the company.
Board policy requires outside directors to retire no later than
the annual meeting following their 72nd birthday. Employee
directors, including the CEO, are required to retire from the
board upon retirement as an employee, unless the board
determines otherwise in unusual circumstances. Board policy
requires executive officers to retire at age 65.
The companys Governance Principles and Policies on
Business Conduct are available in the Governance
section of the companys website at
http://www.cornproducts.com.
Lead Director. William S. Norman is the Lead
Director. The responsibilities of the Lead Director include
attending and presiding at meetings of the Board of Directors in
the absence of the Chairman and presiding at executive sessions
conducted without management, except for meetings where
executive performance and compensation are discussed, which are
presided over by the chairperson of the Compensation Committee.
The Lead Director serves as a liaison between the directors and
the Chief Executive Officer, provides direct feedback to the
Chief Executive Officer on a variety of matters discussed in the
executive sessions without management and serves as an informal
communication link between the directors and management. The
Lead Director oversees that the board discharges its
responsibilities and helps to manage the boundaries between
board and management responsibilities. He or she also makes
recommendations to the Chairman of the Board and the Chairman of
the Corporate Governance and Nominating Committee regarding
matters to be included on the board agendas and the
informational needs associated with those agendas and
presentations. The Lead Director works with the Chairman of the
Board to ensure that the board works in an independent,
productive fashion and is alert to its obligations to the
stockholders. He or she works with the Chairman of the Board to
ensure that board meetings are conducted in such a manner as to
allow adequate time and opportunity for appropriate discussion
of matters brought before the board. The Lead Director has the
authority to call meetings of independent directors and assumes
those other responsibilities which the independent directors may
designate from time to time.
Committees of the Board. The board currently
has four standing committees: the Audit Committee, the
Compensation Committee, the Corporate Governance and Nominating
Committee and the Finance Committee. Each of these committees
operates pursuant to a written charter adopted by the board.
These charters are available in the Governance
section of our website at
http://www.cornproducts.com.
Audit
Committee
Our Audit Committee is composed entirely of independent
directors as independent is defined under the rules
of the New York Stock Exchange. Each of the members of the Audit
Committee is financially literate as required by the
rules of the New York Stock Exchange. The board has determined
that the company has more than one member of the Audit Committee
who meets the legal requirements of an audit committee financial
expert, one of whom is Mr. James M. Ringler, the Chairman
of the Committee.
This committee assists the board in fulfilling its oversight
responsibilities in the areas related to the financial reporting
process and the systems of financial control. The Audit
Committee also acts as a separately-designated standing audit
committee established in accordance with the Securities Exchange
Act of 1934 (the Exchange Act). The companys
independent auditors are accountable to and meet privately with
this committee on a regular basis. This committee also conducts
ongoing reviews of potential related party transactions,
including the review and approval of all related party
transactions as defined under Securities and Exchange
Commission rules.
Members of the Audit Committee are J. M. Ringler (Chairman), B.
H. Kastory, G. B. Kenny and B. A. Klein. This committee held 9
meetings during 2007 and has furnished the report appearing on
page 43.
11
Compensation
Committee
Our Compensation Committee is composed entirely of independent
directors as independent is defined under the rules
of the New York Stock Exchange. Each of the members of the
Compensation Committee is also a non-employee
director as that term is defined under Exchange Act
Rule 16b-3
and an outside director as that term is defined in
Treasury Regulation § 1.162-27(3).
This committee:
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together with our other independent, outside, non-employee
directors, discharges the boards responsibilities relating
to compensation of our Chief Executive Officer,
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reviews and approves the compensation of executive officers of
the company other than the Chief Executive Officer, employee
benefit plans in which the executive officers participate, and
the compensation of outside directors,
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administers our executive compensation programs and assures that
compensation programs are implemented according to our
compensation philosophy as established by the Compensation
Committee and that compensation actions are aligned with the
business strategy, expected financial results and the interests
of stockholders,
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annually reviews the design of our compensation plans,
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reviews the performance and succession of our elected officers
and the developmental actions for the group of managers
identified by management as high potential and therefore
corporate monitored employees, and
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administers our deferred compensation plan for our non-employee
directors.
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Our Compensation Committee, together with our other independent,
outside, non-employee directors, reviews and approves corporate
goals and objectives relevant to our Chief Executive
Officers compensation, evaluates our Chief Executive
Officers performance in light of those goals and
objectives and, together with our other independent, outside,
non-employee directors establishes our Chief Executive
Officers compensation, based on the Committees
evaluation of the Chief Executive Officers performance.
The corporate goals and objectives are developed by our
management and approved by the board. Management recommends base
salaries and short- and long-term incentive awards for our
executive officers other than our Chief Executive Officer, based
on external market information and internal equity. Our
Compensation Committee reviews these recommendations and
approves the base salaries and short- and long-term incentive
awards for the executive officers of the company other than our
Chief Executive Officer. The Compensation Committee also reviews
and approves compensation under equity-based plans for our
executives other than our Chief Executive Officer.
Our Compensation Committee has an independent consultant, Hewitt
Associates, LLC, to advise it with respect to incentive plan
design, external market information and other compensation
matters. Hewitt Associates generally attends meetings of the
Committee and also communicates with the Committee outside of
meetings. Our Compensation Committee has told Hewitt Associates
that:
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they are to act independently of management,
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they are to act at the direction of the Compensation Committee,
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their ongoing engagement will be determined by the Committee,
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they are to keep the Committee informed of trends and regulatory
developments,
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they are to provide compensation comparisons based on
information that is derived from comparable businesses of a
similar size to us, and
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they are to provide detailed comparative data regarding
executive officer compensation.
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12
Payments to Hewitt Associates for services provided in 2007
other than those provided to the Compensation Committee
constituted less than 10% of payments to Hewitt Associates for
services provided in 2007.
Our Compensation Committee meets with our Chief Executive
Officer annually to review the performance of our executive
officers. This meeting includes an in-depth review of our
executive officers performance and our succession plans.
The same review is presented to the full board each year.
Similarly, the Compensation Committee reviews the Chief
Executive Officers performance and meets independently of
the Chief Executive Officer to discuss his compensation. This
review is also presented to the full board each year.
Our Chief Executive Officer generally attends meetings of the
Compensation Committee by invitation of the Committee.
The members of the Compensation Committee are R. J. Almeida
(Chairman), W. S. Norman and P. Hanrahan. This committee held 4
meetings during 2007.
Corporate
Governance and Nominating Committee
Our Corporate Governance and Nominating Committee is composed
entirely of independent directors as independent is
defined under the rules of the New York Stock Exchange.
This committee recommends candidates to be nominated for
election as directors at our annual meeting, consistent with
criteria approved by the board, develops and regularly reviews
corporate governance principles and related policies for
approval by the Board, oversees the organization of the board to
discharge the boards duties and responsibilities properly
and efficiently, and sees that proper attention is given and
effective responses are made to stockholder concerns regarding
corporate governance. Other specific duties and responsibilities
of the Corporate Governance and Nominating Committee include:
annually assessing the size and composition of the board,
including developing and reviewing director qualifications for
approval by the board, identifying and recruiting new directors
and considering candidates proposed by stockholders,
recommending assignments of directors to committees to ensure
that committee membership complies with applicable laws and
listing standards, conducting a preliminary review of director
independence and financial literacy and expertise of Audit
Committee members, and overseeing director orientation and
continuing education. The Corporate Governance and Nominating
Committee also reviews proposed changes to our certificate of
incorporation, by-laws and board committee charters, assesses
and makes recommendations regarding stockholder rights plans or
other stockholder protections, as appropriate, conducts ongoing
reviews of potential conflicts of interest, reviews and approves
the designation of any employee directors or executive officers
for purposes of Section 16 of the Exchange Act
(Section 16 Officers) standing for election for
outside for-profit boards of directors, reviews stockholder
proposals in conjunction with the Chairman of the Board and
recommends board responses, oversees the self-evaluation of the
board and its committees, and reviews requests for
indemnification under our by-laws.
The company retains a professional third-party search firm to
help identify and facilitate the screening and interview process
for director nominees. The Corporate Governance and Nominating
Committee maintains, with the approval of the board, formal
criteria for selecting director nominees. The criteria used for
selecting director nominees are included as Appendix A to
this proxy statement. In addition to these minimum requirements,
the Corporate Governance and Nominating Committee will also
evaluate whether the candidates skills and experience are
complementary to the existing board members skills and
experience as well as the boards need for operational,
management, financial, international, technological or other
expertise. The search firm identifies and screens the
candidates, performs reference checks, prepares a biography for
each candidate for the Corporate Governance and Nominating
Committee to review and assists in setting up interviews. The
Corporate Governance and Nominating Committee members interview
candidates that meet the criteria and select those that it will
recommend to the board for nomination. The board considers the
nominees and selects those who best suit the needs of the board
for nomination or election to the board.
The Corporate Governance and Nominating Committee will consider
qualified candidates for director nominees suggested by our
stockholders. Stockholders can suggest qualified candidates for
director nominees by writing to the Corporate Governance and
Nominating Committee,
c/o the
Corporate Secretary, at Corn
13
Products International, Inc., 5 Westbrook Corporate Center,
Westchester, Illinois 60154. The Corporate Governance and
Nominating Committee intends to evaluate candidates proposed by
stockholders in the same manner as other candidates.
Members of the Corporate Governance and Nominating Committee are
W. S. Norman (Chairman), R. J. Almeida, K. L. Hendricks and J.
M. Ringler. This committee held 5 meetings during 2007.
Finance
Committee
Our Finance Committee is composed of four directors. This
committee assists the board in fulfilling its oversight
responsibilities in the specific areas of capital structure,
leverage and tax implications thereof, risk management and the
preservation of assets, investments, and employee pension plans.
Members of the Finance Committee are K. L. Hendricks
(Chairperson), L.
Aranguren-Trellez
and G. E. Greiner. This committee held 3 meetings during 2007.
Director
Compensation
The following displays the individual components of our outside
director compensation. Mr. Scott, whose compensation is
included in the Summary Compensation Table below, received no
additional compensation for serving as a director.
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Annual Board Retainer
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$
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135,000
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Annual Audit Committee Chairperson Retainer
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$
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12,500
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Annual Corporate Governance and Nominating
Committee Chairperson Retainer
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$
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10,000
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Annual Compensation Committee Chairperson Retainer
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$
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12,500
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Annual Finance Committee Chairperson Retainer
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$
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6,000
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Annual Lead Director Retainer
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$
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5,000
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These retainers were increased to these amounts effective
July 1, 2007. This was the first increase in these
retainers since July, 2004. The increased amounts were intended
to place the retainers at levels comparable to those paid by
similarly-sized companies. The Compensation Committee and the
board believe these to be appropriate levels in terms of the
responsibilities born by the directors and the market for
director compensation.
One half of each retainer is required to be paid to the
directors in the form of restricted stock units under our Stock
Incentive Plan that are deferred until after retirement.
Directors may choose to receive the balance of their retainers
in cash or to defer all or a portion of the balance into
restricted stock units. All directors are reimbursed for board
and committee meeting expenses, but no meeting attendance fees
are paid in addition to the annual retainers.
14
The following table summarizes the compensation earned by our
directors other than Mr. Scott for service during 2007.
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Fees Earned
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or Paid
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Stock
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All Other
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in Cash
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Awards
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Compensation
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Total
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Name
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($)
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($)(1)(2)
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($)(3)
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($)
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Richard J. Almeida(4)
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$
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$
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127,250
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$
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337
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$
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127,587
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Luis
Aranguren-Trellez
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$
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58,750
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$
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58,750
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$
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337
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$
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117,837
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Guenther E. Greiner
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$
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58,750
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$
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58,750
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$
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337
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$
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117,837
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Paul Hanrahan
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$
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$
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117,500
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$
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$
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117,500
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Karen L. Hendricks(5)
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$
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61,250
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$
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61,250
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$
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337
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$
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122,837
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Bernard H. Kastory
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$
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58,750
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$
|
58,750
|
|
|
$
|
337
|
|
|
$
|
117,837
|
|
Gregory B. Kenny
|
|
$
|
|
|
|
$
|
117,500
|
|
|
$
|
|
|
|
$
|
117,500
|
|
Barbara A. Klein
|
|
$
|
58,750
|
|
|
$
|
58,750
|
|
|
$
|
337
|
|
|
$
|
117,837
|
|
William S. Norman(6)
|
|
$
|
|
|
|
$
|
132,500
|
|
|
$
|
337
|
|
|
$
|
132,837
|
|
James M. Ringler(7)
|
|
$
|
64,375
|
|
|
$
|
64,375
|
|
|
$
|
337
|
|
|
$
|
129,087
|
|
|
|
|
(1) |
|
Restricted stock units have been valued at the grant date fair
value computed in accordance with Statement of Financial
Accounting Standards (SFAS) 123R. See footnotes 2
and 11 in the notes to our financial statements for the year
ended December 31, 2007 contained in our annual report on
Form 10-K
for a statement of the assumptions made with respect to the
valuation under SFAS 123R. The restricted stock units are
granted in advance on the first day of each fiscal quarter equal
to the amount of the retainer deferred divided by the closing
price (average of the high and the low price prior to
September 18, 2007) of a share of our common stock on
the New York Stock Exchange on the date of grant, or if that day
is not a day on which the New York Stock Exchange is open for
trading, on the immediately preceding day the exchange is open
for trading. The restricted stock units are not subject to
vesting but cannot be transferred until a date not less than six
months after the date the director retires at which time the
units will be settled by delivery of shares of common stock. |
|
(2) |
|
As of December 31, 2007, each director had the following
aggregate number of restricted stock units accumulated in his or
her deferral account for all years of service as a director,
including additional share units credited as a result of the
reinvestment of dividend equivalents: Richard J. Almeida,
24,616 units;
Luis Aranguren-Trellez,
4,384 units; Guenther E. Greiner, 18,774 units; Paul
Hanrahan, 5,546 units; Karen L. Hendricks,
18,019 units; Bernard H. Kastory, 26,518 units;
Gregory B. Kenny, 9,843 units; Barbara A. Klein,
6,973 units; William S. Norman, 36,199 units; and
James M. Ringler, 25,253 units. |
|
(3) |
|
Reflects dividends earned on 888 restricted shares granted to
directors in May 2004 for their service as a director. The
underlying shares are vested but remain restricted as to
transfer until termination of service from the board. In
addition to the amounts shown, directors may participate in a
charitable matching gift program available to all salaried
employees and directors which provides for matching
contributions by the company of up to $5,000 per year. |
|
(4) |
|
Compensation Committee Chairperson |
|
(5) |
|
Finance Committee Chairperson |
|
(6) |
|
Corporate Governance and Nominating Committee Chairperson and
Lead Director |
|
(7) |
|
Audit Committee Chairperson |
15
The following table contains information relating to stock
options held by directors at December 31, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Number of
|
|
|
|
|
|
|
Securities
|
|
|
|
|
|
|
Underlying
|
|
Option
|
|
|
|
|
Unexercised
|
|
Exercise
|
|
Option
|
|
|
Options
|
|
Price
|
|
Expiration
|
Name
|
|
(#)
|
|
($)
|
|
Date
|
|
Richard J. Almeida
|
|
|
4,000
|
|
|
$
|
14.1650
|
|
|
|
10/01/11
|
|
|
|
|
4,000
|
|
|
$
|
16.5650
|
|
|
|
05/01/12
|
|
|
|
|
4,000
|
|
|
$
|
14.8800
|
|
|
|
04/30/13
|
|
Karen L. Hendricks
|
|
|
4,000
|
|
|
$
|
14.1650
|
|
|
|
10/01/11
|
|
|
|
|
4,000
|
|
|
$
|
16.5650
|
|
|
|
05/01/12
|
|
|
|
|
4,000
|
|
|
$
|
14.8800
|
|
|
|
04/30/13
|
|
Bernard H. Kastory
|
|
|
4,000
|
|
|
$
|
14.1650
|
|
|
|
10/01/11
|
|
|
|
|
4,000
|
|
|
$
|
16.5650
|
|
|
|
05/01/12
|
|
|
|
|
4,000
|
|
|
$
|
14.8800
|
|
|
|
04/30/13
|
|
William S. Norman
|
|
|
4,000
|
|
|
$
|
14.1650
|
|
|
|
10/01/11
|
|
|
|
|
4,000
|
|
|
$
|
16.5650
|
|
|
|
05/01/12
|
|
|
|
|
4,000
|
|
|
$
|
14.8800
|
|
|
|
04/30/13
|
|
James M. Ringler
|
|
|
4,000
|
|
|
$
|
14.1650
|
|
|
|
10/01/11
|
|
|
|
|
4,000
|
|
|
$
|
16.5650
|
|
|
|
05/01/12
|
|
|
|
|
4,000
|
|
|
$
|
14.8800
|
|
|
|
04/30/13
|
|
These options were granted in October 2001, May 2002 and April
2003. This program was then discontinued. All of the options
became exercisable one half on the first anniversary of the date
of grant and the balance became exercisable on the second
anniversary of the date of grant.
Security
Ownership of Certain Beneficial Owners and Management
The following table shows, as of December 31, 2007, all
persons or entities that the company knows are beneficial owners
of more than five percent of the companys issued and
outstanding common stock.
|
|
|
|
|
|
|
|
|
|
|
Amount and Nature of
|
|
|
Percent of
|
|
Name and Address of Beneficial Owner
|
|
Beneficial Ownership
|
|
|
Class
|
|
|
FMR LLC(1)
|
|
|
9,359,300
|
|
|
|
12.51
|
%
|
82 Devonshire Street
Boston, Massachusetts 02109
|
|
|
|
|
|
|
|
|
Barclays Global Investors, N.A.(2)
|
|
|
7,251,897
|
|
|
|
9.64
|
%
|
45 Fremont Street,
San Francisco, California 94105
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The ownership information disclosed above is based on Amendment
No. 4 to the Schedule 13G report that FMR LLC filed
with the Securities and Exchange Commission on February 14,
2008 on behalf of itself and its direct and indirect
subsidiaries. According to the Schedule 13G Amendment, FMR
LLC has sole voting power for 1,440,465 shares and sole
investment power for 9,359,300 shares; and Edward C.
Johnson, Chairman of FMR LLC, and members of his family may be
deemed to form a controlling group with respect to FMR LLC. |
|
(2) |
|
The ownership information disclosed above is based on the
Schedule 13G report that Barclays Global Investors, N.A.,
Barclays Global Fund Advisors, Barclays Global Investors, Ltd.,
Barclays Global Investors Japan Trust and Banking Company
Limited, Barclays Global Investors Canada Limited, Barclays
Global Investors Australia Limited and Barclays Global Investors
(Deutschland) AG filed with the Securities and Exchange
Commission on February 5, 2008. According to the
Schedule 13G, Barclays Global Investors, N.A. has sole
voting power for 6,298,929 shares and sole investment power
for 7,251,897 shares. |
16
The following table shows the ownership of company common stock
as of February 29, 2008, of each director, each named
executive officer and all directors and executive officers as a
group.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount and Nature of Beneficial Ownership
|
|
|
|
|
|
|
|
|
|
Shares Underlying
|
|
|
|
|
|
|
Outstanding Shares
|
|
|
Phantom Stock
|
|
|
Percent
|
|
|
|
of Company
|
|
|
Units and Restricted
|
|
|
of
|
|
Beneficial Owner
|
|
Common Stock(1)
|
|
|
Stock Units(2)
|
|
|
Class(3)
|
|
|
R. J. Almeida
|
|
|
16,893
|
|
|
|
25,200
|
|
|
|
*
|
|
L.
Aranguren-Trellez
|
|
|
894
|
|
|
|
4,859
|
|
|
|
*
|
|
G. E. Greiner
|
|
|
8,897
|
|
|
|
19,297
|
|
|
|
*
|
|
P. Hanrahan
|
|
|
655
|
|
|
|
6,485
|
|
|
|
*
|
|
K. L. Hendricks
|
|
|
17,897
|
|
|
|
19,041
|
|
|
|
*
|
|
B. H. Kastory
|
|
|
26,334
|
|
|
|
27,066
|
|
|
|
*
|
|
G. B. Kenny
|
|
|
|
|
|
|
10,796
|
|
|
|
*
|
|
B. A. Klein
|
|
|
897
|
|
|
|
7,456
|
|
|
|
*
|
|
W. S. Norman
|
|
|
18,406
|
|
|
|
37,342
|
|
|
|
*
|
|
J. M. Ringler
|
|
|
12,897
|
|
|
|
26,343
|
|
|
|
*
|
|
S. C. Scott
|
|
|
897,846
|
|
|
|
117,092
|
|
|
|
1.4
|
%
|
C. K. Beebe
|
|
|
141,871
|
|
|
|
19,643
|
|
|
|
*
|
|
J. C. Fortnum
|
|
|
218,452
|
|
|
|
4,359
|
|
|
|
*
|
|
J. L. Fiamenghi
|
|
|
172,698
|
|
|
|
|
|
|
|
*
|
|
J. W. Ripley
|
|
|
233,245
|
|
|
|
33,283
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
All directors and executive officers as a group (20 persons)
|
|
|
1,841,802
|
|
|
|
324,979
|
|
|
|
2.9
|
%
|
|
|
|
(1) |
|
Includes shares of company common stock held individually,
jointly with others, in the name of an immediate family member
or under trust for the benefit of the named individual. Unless
otherwise noted, the beneficial owner has sole voting and
investment power. Fractional amounts have been rounded to the
nearest whole share. |
|
|
|
Includes shares of company common stock that may be acquired
within 60 days of February 29, 2008, through the
exercise of stock options granted by the company in the
following amounts: 12,000 for R. J. Almeida, 12,000 for K. L.
Hendricks, 12,000 for B. H. Kastory, 12,000 for W. S. Norman,
12,000 for J. M. Ringler, 718,000 for S. C. Scott, 118,166 for
C. K. Beebe, 174,666 for J. C. Fortnum, 27,933 for J. L.
Fiamenghi, 175,200 for J. W. Ripley, and 1,315,230 for all
directors and executive officers as a group. |
|
|
|
Includes shares of the companys common stock subject to
restricted stock awards of 888 shares each to R. J.
Almeida, L.
Aranguren-Trellez,
G. E. Greiner, K. L. Hendricks, B. H. Kastory, B. A. Klein, W.
S. Norman, and J. M. Ringler. These restricted stock awards,
which were granted to these directors as part of their annual
retainers, are vested but are restricted as to transfer until
termination from the board. Holders of restricted stock awards
are entitled to vote the shares of company common stock subject
to those awards prior to vesting. |
|
|
|
Includes shares of the companys common stock held in the
Corn Products International Stock Fund of our Retirement Savings
Plan as follow: S. C. Scott, 38,914; C. K. Beebe, 3,715; J. C.
Fortnum, 6,970; J. L. Fiamenghi 2,689 and J. W.
Ripley, 35,440. |
|
(2) |
|
Includes shares of company common stock that are represented by
deferred phantom stock units and restricted stock units of the
company credited to the accounts of the outside directors and
certain executive officers. The directors and executive officers
have no voting or investment power over the companys
common stock by virtue of their ownership of phantom stock units
and restricted stock units. |
|
(3) |
|
Less than one percent, except as otherwise indicated. |
17
Executive
Compensation
Compensation
Discussion and Analysis
This section provides information concerning our compensation
programs in which our principal executive officer, principal
financial officer and our three most highly-compensated
executive officers other than our principal executive officer
and principal financial officer (named executive
officers) participated in 2007. The named executive
officers are based in the U.S., other than Mr. Jorge
Fiamenghi who is an employee of our Brazilian subsidiary. This
discussion includes information concerning, among other things,
the overall objectives of our compensation program and each
element of compensation that we provide.
Overview
of Compensation Philosophy and Programs
Our Compensation Committee establishes our compensation
philosophy. Our executive compensation programs are designed by
our Compensation Committee based on recommendations by
management and advice from a nationally-known compensation
consulting firm, Hewitt Associates, LLC, and administered by our
Human Resources Department. Our Chief Executive Officer and Vice
President, Human Resources make recommendations concerning base
salary, short- and long-term incentive compensation and plan
design to our Compensation Committee. Our Compensation Committee
approves all forms of compensation for our named executive
officers, including base salary, short- and long-term incentive
compensation, plan design and goals.
We are committed to maximizing shareholder value, and we are
dedicated to attracting and retaining the necessary talent to
accomplish this objective. Our compensation philosophy is
designed to directly align the interests of shareholders and
employees through compensation programs that will reward
employees for performance that builds long-term shareholder
value.
The objectives of our compensation programs are to:
|
|
|
|
|
Focus, align and motivate management to execute our business
strategy and to enhance shareholder value,
|
|
|
|
Attract and retain outstanding and talented executives who can
execute our strategy and deliver the best business
results and
|
|
|
|
Reinforce
pay-for-performance
by aligning the distributions from compensation programs with
results. Annual adjustments to base salaries and incentive
compensation are based on the achievement of tangible measurable
results.
|
We use a variety of compensation elements to achieve these
objectives, including base salary, annual incentives,
equity-based awards, employee benefits, and a modest amount of
perquisites, all of which we discuss in detail below.
To meet our objectives, elements of compensation are based on
three fundamental principles.
The Named Executive Officers Compensation Will Be
Performance-Based. Our executive compensation
programs are designed to motivate our executive officers to
maximize shareholder returns by achieving growth and value
generation goals. Our programs provide this motivation in a
number of ways. Our named executive officers may earn cash
payments under our Annual Incentive Plan (which provides for
payments on the basis of performance over a one-year period)
with target awards ranging from 60% to 105% of the named
executive officers base salary. Whether and to what extent
payments are made under the Annual Incentive Plan depends
entirely on the extent to which company-wide and divisional
goals approved by the Compensation Committee, based on financial
goals for the company approved by the Board of Directors, are
achieved. Equity-based compensation is, as discussed below,
delivered in the form of performance shares which are earned if,
and only to the extent that, performance goals are met, and
stock options, which have value only if our common stock
appreciates in value after the date the stock options are
granted.
A Substantial Portion of Named Executive Officer Compensation
Will Be Delivered in the Form of Equity
Awards. The Compensation Committee believes that
a substantial portion of total compensation should be
18
delivered in the form of equity in order to align the interests
of our named executive officers with the interests of our
shareholders. In 2007, approximately half of the equity
compensation provided to our named executive officers was
delivered in the form of performance shares. The balance of the
equity compensation delivered to our named executive officers in
2007 was in the form of stock options that vest based on the
passage of time, focusing executives on the creation of
shareholder value over the long term and encouraging equity
ownership.
Our Compensation Program for Named Executive Officers is
Designed to Enable Us to Attract and Retain First-Rate Executive
Talent. We believe that shareholders are best
served when we can attract and retain talented executives with
compensation packages that are competitive. Therefore, we target
base salary for the named executive officers at the
50th percentile relative to officers of a compensation
survey group of companies and short- and long-term incentive
compensation at the 60th percentile of officers in that
group of companies. We target incentive compensation at the
60th percentile to place more emphasis on variable
compensation and motivate and reward exceptional goal
achievement. The Compensation Committee engages Hewitt
Associates to provide information regarding compensation
practices of the compensation survey group to assist it in
making the comparison to the survey group. This market data is
also shared with management. In January 2007, the compensation
survey group consisted of the following 24 companies:
|
|
|
Archer Daniels Midland Company
|
|
McCormick & Company, Inc.
|
Avery Dennison Corporation
|
|
MeadWestvaco Corporation
|
Brown-Forman Corporation
|
|
The Mosaic Company
|
Cargill, Incorporated
|
|
Olin Corporation
|
The Clorox Company
|
|
Packaging Corporation of America
|
ConAgra Foods, Inc.
|
|
Potash Corporation of Saskatchewan Inc.
|
Del Monte Foods Company
|
|
Rayonier Inc.
|
The Dial Corporation
|
|
Reynolds American Inc.
|
General Mills, Inc.
|
|
The Sherwin-Williams Company
|
Graphic Packaging Corporation
|
|
Sonoco Products Company
|
Kellogg Company
|
|
UST Inc.
|
Kimberly-Clark Corporation
|
|
Wm. Wrigley Jr. Company
|
Henkel Corporation, which acquired The Dial Corporation after
January 2007, has replaced The Dial Corporation in the
compensation survey group. The survey group data generally
reflects companies that have business operations that are
similar to ours, including similar type industries, sales
volumes, market capitalizations and international operations.
We use this compensation survey group because we believe it is
representative of industries from which we may attract
management talent. We are the 18th largest of the
25 companies including us and the compensation survey group
in terms of annual sales. Hewitt Associates applies regression
analysis to account for differences in size (i.e. revenues) of
these companies in deriving the market value of each
compensation element. We also periodically obtain compensation
data concerning a wider group of general industrial companies of
similar size to us to provide an additional and broader view of
compensation levels and trends. For purposes of measuring
relative total shareholder return we utilize a different group
of 26 companies (the performance plan peer
group) who, based on their Standard Industrial
Classification codes, are engaged in businesses similar to ours.
We use this group, which consists of companies that were
included in the former S&P Basic Materials Index, as we
were, because we believe investors are more likely to consider
the stocks of these companies as alternatives to an investment
in our stock than the companies in the compensation survey
group, in part because their business operations are more
similar to ours. We believe the use of two separate groups of
companies is appropriate and not uncommon given the different
purposes for comparison.
We determine all elements of compensation annually at the same
time in order to consider the relationships between all of the
compensation elements as well as assess the appropriateness of
the total compensation package for each named executive officer.
To accomplish this, we review the strength of our financial
performance, the executive officers positions and levels
of responsibility, internal comparisons,
19
individual performance, and historical grant levels, as well as
the competitive market data of the compensation survey group.
Elements
of Compensation
This diagram depicts the elements of compensation we provide,
and the shaded boxes under the Annual Incentives Box and those
under the Performance Shares Box identify the metrics we
used in 2007 to measure performance and earn those two
components of performance-based compensation.
Our compensation program has five
components: base salary, annual incentives,
long-term incentive compensation, benefit programs broadly
available to employees and a modest amount of perquisites. Each
element is addressed in the context of competitive conditions
and internal comparisons. The annual and long-term incentive
plans designs, including objectives, metrics, thresholds
and other elements are reviewed annually for alignment to our
business objectives and competitiveness. Accordingly, there may
be changes from year to year in the metrics or other plan design
elements we use to measure performance and earn those two
components of compensation.
Base Salary: We target base salaries at the
50th percentile of the compensation survey group in an
effort to be competitive with median compensation levels for the
positions we fill. The specific named executive officers
salary varies based on the level of his or her responsibility,
experience, time in position, internal equity considerations and
individual performance. Salaries are reviewed annually. All
salary actions with respect to named executive officers other
than the Chief Executive Officer are recommended by our Chief
Executive Officer and reviewed and approved by the Compensation
Committee. Our Chief Executive Officers recommendations
are made at the conclusion of our Performance Enhancement
Process (PEP). The PEP requires our Chief Executive
Officer to evaluate the other named executive officers
performance and contributions against objective metrics and
results and assign a performance rating on a seven point scale
from a rating of not meeting expectations to a rating of
consistently exceeding expectations. This rating system is used
for all domestic employees and management level employees of our
international operations. Based on
20
these ratings our Chief Executive Officer establishes salary
recommendations. He also considers the named executive
officers time in his or her position and the salary
midpoint for the corresponding position in the compensation
survey group.
Annual Incentive Plan: Our Annual Incentive
Plan is our short-term incentive cash compensation program for
officers and other key domestic and international employees,
including the named executive officers. This plan was adopted by
our Board of Directors in December 1997, approved by our
shareholders in 2000 and approved by our shareholders as amended
in 2005.
Since its implementation, our Annual Incentive Plan has fostered
and supported our
pay-for-performance
philosophy by providing executive officers and other employees
with direct incentives to achieve specific financial goals that
are recommended by management and reviewed and approved by the
Compensation Committee based upon financial goals for the
company approved at the beginning of the year by our Board of
Directors. These plan goals are intended to align performance
with our shareholders interests. We target short-term
incentive levels for our executive officers to place them at the
60th percentile of short-term incentive levels for
executive officers in their positions in the compensation survey
group in order to place more emphasis on variable compensation
and to motivate and reward exceptional goal achievement. Actual
payments relative to target levels are based on our performance
relative to the financial goals. This variable annual incentive
compensation closely links total cash compensation to annual
financial results, delivering lower than market total cash
compensation in times of poor financial performance and higher
total cash compensation in times of excellent performance.
The Compensation Committee approves an annual cash short-term
incentive target for each named executive officer expressed as a
percentage of base salary. For 2007, the target awards for the
named executive officers ranged from 60% to 105% of base salary
depending on the officers position, as shown in the table
below. Incentive targets are established by the Compensation
Committee in part based on market data provided by Hewitt
Associates and in part based on our Chief Executive
Officers recommendations concerning short-term incentive
target awards for specific named executive officers (other than
himself).
Executive
Annual Incentives 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Target Payout
|
|
|
Payout Range
|
|
|
Target
|
|
|
Maximum
|
|
Name
|
|
as a % of Salary
|
|
|
% of Target
|
|
|
Award
|
|
|
Award
|
|
|
S. C. Scott
|
|
|
105
|
%
|
|
|
0-200
|
%
|
|
$
|
973,350
|
|
|
$
|
1,946,700
|
|
C. K. Beebe
|
|
|
75
|
%
|
|
|
0-200
|
%
|
|
$
|
321,000
|
|
|
$
|
642,000
|
|
J. C. Fortnum
|
|
|
75
|
%
|
|
|
0-200
|
%
|
|
$
|
319,875
|
|
|
$
|
639,750
|
|
J. L. Fiamenghi
|
|
|
75
|
%
|
|
|
0-200
|
%
|
|
$
|
276,000
|
(1)
|
|
$
|
552,000
|
(1)
|
J. W. Ripley(2)
|
|
|
60
|
%
|
|
|
0-200
|
%
|
|
$
|
205,800
|
|
|
$
|
411,600
|
|
|
|
|
(1) |
|
These figures are in U.S. dollars. Mr. Fiamenghi is
employed by our Brazilian subsidiary and is paid in Brazilian
Reais. His amounts earned in U.S. dollars were converted to
Brazilian Reais at a five-year rolling average exchange rate at
the time of payment. |
|
(2) |
|
Mr. Ripley retired as Senior Vice President, Planning,
Information Technology and Compliance effective January 1,
2008. |
Annual incentives paid for 2007 were determined based upon
achievement of goals set for corporate and divisional financial
results and achievement of cash flow from operations goals.
Financial objectives for 2007 were weighted at 80% for the
achievement of an earnings per share goal and 20% for
achievement of a cash flow from operations goal for
Mr. Scott, Ms. Beebe and Mr. Ripley. For
Mr. Fortnum and Mr. Fiamenghi, who are divisional
presidents, their 80% weighted financial objectives were
subdivided into 60% of the 80% (or 48%) for the achievement of
the earnings per share goal and 40% of the 80% (or 32%) for the
achievement of divisional operating income goals, with the
balance of 20% for the achievement of the company-wide cash flow
from operations goal. Management recommended and the
Compensation Committee approved these weightings because they
viewed earnings per share and operating income as the foundation
for our growth
21
and, as a result shareholder value and viewed cash flow from
operations as another key financial metric.
Mr. Fortnums and Mr. Fiamenghis goals
included divisional operating income goals for the divisions of
which they are the presidents in order to provide an incentive
for superior performance of those divisions and as incentives
with respect to matters they are in a better position to impact
directly.
A scale developed for each metric permits participants in our
Annual Incentive Plan to earn from 0% up to 200% of their annual
incentive targets based on achievement of from 80% to 140% of
the earnings per share and operating income goals and from 85%
to 115% of the cash flow from operations goal. Achievement of a
minimum of 65% of the earnings per share goal is required to
earn any portion of the cash flow from operations portion of the
award.
Weightings
Assigned in 2007 to Each Performance Objective under the
Annual Incentive Plan for the Named Executive Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Objectives
|
|
|
|
|
|
|
80% weight
|
|
|
|
|
|
|
|
|
|
Divisional
|
|
|
Cash Flow from
|
|
|
|
Earnings
|
|
|
Operating
|
|
|
Operations
|
|
|
|
per Share
|
|
|
Income
|
|
|
20% weight
|
|
|
S. C. Scott
|
|
|
100
|
%
|
|
|
|
|
|
|
100
|
%
|
C. K. Beebe
|
|
|
100
|
%
|
|
|
|
|
|
|
100
|
%
|
J. C. Fortnum
|
|
|
60
|
%
|
|
|
40
|
%
|
|
|
100
|
%
|
J. L. Fiamenghi
|
|
|
60
|
%
|
|
|
40
|
%
|
|
|
100
|
%
|
J. W. Ripley
|
|
|
100
|
%
|
|
|
|
|
|
|
100
|
%
|
For 2007, the performance objectives for each of the named
executive officers included earnings per share of $1.95 and cash
flow from operations of $233 million to achieve target
award levels. Our actual 2007 earnings per share and cash flow
from operations were $2.59 per share and $258 million, both
of which were record levels. The $1.95 earnings per share goal
was above the midpoint of our annual earnings guidance as of
January 30, 2007 and reflected an approximately 20%
increase over our 2006 earnings per share. The divisional
operating income target award levels were established at levels
anticipated to be challenging but attainable if the goals set
for corporate results were achieved. We earned a record level of
operating income in 2007, and Mr. Fortnum and
Mr. Fiamenghi each earned more than his target, but less
than his maximum award for record performance. Achievement of
divisional operating income goals has varied over the past five
years with payments ranging from no payment to 198% of the
target award for our North America and South America divisions.
Our Board of Directors reviews goals and objectives for the
company. The Compensation Committee, together with the
companys other independent, outside, nonemployee
directors, reviews and approves corporate goals and objectives
relevant to our Chief Executive Officers compensation in
light of those objectives for the company. The Committee in
conjunction with the companys other independent, outside,
nonemployee directors evaluates the Chief Executive
Officers performance in light of those goals and
objectives. The Committee discusses the evaluation with the
other directors and recommends compensation for the Chief
Executive Officer to the independent, outside, non-employee
directors who approve the Chief Executive Officers
compensation, including base salary and short-and long-term
incentive awards.
To be eligible to receive an incentive payment for a performance
period, a named executive officer must (i) be an employee
of the company on the last day of the performance period, or
have terminated employment during the performance period due to
retirement, disability or death, and (ii) have been
employed by the company more than six months of the performance
period. A named executive officer who is eligible to receive an
incentive payment for a performance period, but who was not
actively employed during the entire performance period, will
receive a prorated payment determined in accordance with rules
approved by the Compensation Committee. Annual incentive awards
for each performance period are to be paid within two and
one-half months after the end of the one-year performance period.
22
Our Chief Executive Officer can recommend a negative adjustment
to the amount of the Annual Incentive Plan award earned by any
other named executive officer based on his judgment of that
individuals performance
and/or his
judgment of the degree of difficulty of the goal. The
Compensation Committee can further adjust the total amount
earned and calculated by the formula for a named executive
officer to anywhere from no amount earned to 100% of the
calculated amount based on the relative strength or weakness of
the individuals performance.
Discretionary Cash Bonuses. As a result of his
excellent performance and the companys record performance
in 2007, our Chief Executive Officer received a cash bonus in
February 2008. Based on his judgment concerning their
performance and results achieved in 2007, our Chief Executive
Officer recommended and the Compensation Committee approved the
payment of cash bonuses to Ms. Beebe, Mr. Fortnum and
Mr. Fiamenghi. These bonuses were awarded to recognize and
reward significant individual achievement and these
officers contributions to the companys record
performance.
Long-term Incentive Compensation: The
principal purpose of our long-term incentive compensation
program is to promote our long-term financial success through
achievement of long-range performance goals that will enhance
our value, and, as a result, should enhance the price of our
stock and our shareholders returns on their investments.
For our named executive officers, long-term incentive
compensation comprises from 43% to 48% of their total
compensation (base salary plus short- and long-term incentive
compensation) which we feel provides an appropriate balance
between shorter- and longer-term compensation and fixed and
variable components. We award long-term incentives to our
executive officers in the form of non-qualified stock options
and performance shares, granted pursuant to our Stock Incentive
Plan. Our goal is to provide awards such that we deliver
approximately 50% of the grant date fair value of the long-term
incentive award in the form of non-qualified stock options and
the remaining 50% in the form of performance shares. We use
these allocations to provide a balance of the key drivers of
shareholder value creation, with stock options providing
compensation based solely on increases in our share price, and
performance shares providing compensation based both on relative
share price appreciation and the achievement of specific
corporate performance goals that are not subject to market
fluctuations but ultimately tend to be closely correlated with
increasing shareholder value. We continue to evaluate the
appropriate mix of long-term incentive compensation vehicles in
comparison to the market to best support our long-term business
strategy.
Long-term incentive award amounts are established based on
position level using competitive market data of the compensation
survey group and a Black-Scholes valuation methodology.
Stock Options. We determined the
January 2007 grant of non-qualified stock options by converting
50% of the targeted long-term incentive compensation value for
each named executive officer to a number of stock options using
an estimated Black-Scholes option value. Stock options were
granted to eligible management employees and the exercise price
of such options was established on January 23, 2007. These
are non-qualified stock options with ten-year terms that vest in
one-third increments on the first three anniversaries of the
date of the grant.
In recent years we have made option grants annually in January.
We make the grants at the same time other elements of
compensation are determined so that we can consider all elements
of compensation in making the grants. In past years we have set
the exercise price as the average of the high and low prices of
our common stock on the date of grant and have historically
granted non-qualified stock options. Beginning in 2008, the
exercise price is the closing price on the date an option is
granted, which is the grant date fair value for
purposes of certain disclosures in this proxy statement.
Performance Shares. Each year
performance shares with a current value of 50% of the targeted
long-term incentive compensation value are granted for an
overlapping three-year performance period beginning with the
year of the grant. Fifty percent of the performance shares are
earned based on the achievement of a relative total shareholder
return (TSR) goal, and 50% of these awards are
earned based on the achievement of a return on capital employed
(ROCE) goal over the three-year period.
For the 2007 performance share awards, a named executive officer
can earn up to 200% of his or her performance share award based
on our performance over the entire three-year performance period
as measured
23
against TSR and our results in achieving our ROCE goal. The
performance shares are earned and payable only after the third
year in the performance cycle, based on the TSR percentile
ranking and ROCE results. No dividends are earned on any
performance shares prior to the end of the three-year
performance cycle.
Total
Shareholder Return
The TSR goal for the
2007-2009
cycle is based on the relative percentile ranking with respect
to the performance plan peer group with performance shares
earned in accordance with the following chart (with
interpolation between levels stated in the chart):
|
|
|
|
|
|
|
|
Percent of Target
|
TSR Percentile
|
|
Performance Share
|
Ranking
|
|
Award Earned
|
|
³
|
|
80th
|
|
|
200% (maximum)
|
|
|
70th
|
|
|
150%
|
|
|
55th
|
|
|
100% (target)
|
|
|
50th
|
|
|
75%
|
|
|
40th
|
|
|
50% (threshold)
|
<
|
|
40th
|
|
|
0%
|
Unless otherwise determined by the Compensation Committee, a
minimum of a positive TSR must be achieved at the end of the
three-year cycle for this portion of the performance share award
to be earned. We set the target award at the
55th percentile because we want to reward
above-average
performance in our long-term incentive plan.
TSR is determined for this purpose as follows:
TSR = (Change in Stock Price + Dividends Paid)/Beginning Stock
Price
Change in Stock Price is the difference between the Beginning
Stock Price and the Ending Stock Price. Beginning Stock Price is
the average of the daily average prices for each of the 20
trading days immediately prior to the first day of the
performance period. Ending Stock Price is the average of daily
average prices for each of the last 20 trading days of the
performance period. The daily average prices are the average of
the high and low price on the New York Stock Exchange for one
share of common stock on the date of determination. Dividends
Paid are the total of all dividends paid on one share of common
stock during the applicable calendar quarter(s) during the
performance period with dividends treated as though they are
reinvested at the end of each calendar quarter based on the
stock price at the end of each calendar quarter.
The Beginning Stock Price for the
2007-2009
cycle is $35.87.
The current performance plan peer group consists of the
26 companies listed below who, based on their Standard
Industrial Classification codes, are similar to us. If two
companies in the group merge, or one is acquired, the new
company will be included in the group. If a company merges with
a company not in the group or if a company declares bankruptcy,
the company will be removed and its TSR will not be included as
part of the performance plan peer group. In 2007,
Delta & Pine Land Co. was removed from the group due
to its acquisition by Monsanto Company; Domtar Inc. was removed
due to its merger with Weyerhaeuser Companys fine paper
business; Pope and Talbot Inc. was removed due to its
bankruptcy; and members Abitibi Consolidated Group and Bowater,
Inc. merged to form AbitibiBowater Inc.
|
|
|
AGRICULTURAL PROCESSING
|
|
AGRICULTURAL CHEMICALS
|
|
Archer-Daniels Midland Company
|
|
Agrium, Inc.
|
Bunge Limited
|
|
Monsanto Company
|
Gruma, S.A. de C.V.
|
|
Potash Corporation of Saskatchewan, Inc.
|
MGP Ingredients, Inc.
|
|
Syngenta AG ADR
|
Penford Corp.
|
|
Terra Industries, Inc.
|
Tate & Lyle PLC ADR
|
|
Terra Nitrogen Co.-LP
|
24
|
|
|
AGRICULTURAL PRODUCTION/FARM PRODUCTION
|
|
PAPER/TIMBER
|
|
Alico, Inc.
|
|
AbitibiBowater Inc.
|
Alliance One Intl Inc.
|
|
Aracruz Celulose S.A. ADR
|
Charles River Labs International Inc.
|
|
Buckeye Technologies Inc.
|
Universal Corporation
|
|
Caraustar Industries, Inc.
|
|
|
Chesapeake Corporation
|
|
|
Deltic Timber Corp.
|
|
|
MeadWestvaco Corporation
|
|
|
Potlach Corporation
|
|
|
Smurfit-Stone Container Corporation
|
|
|
Wausau Paper Corporation
|
These companies were recommended by management and approved by
our Compensation Committee on the basis of their Standard
Industrial Classification codes and their inclusion in the
former S&P Basic Materials Index in which we were also
included. The performance plan peer group is utilized for this
purpose rather than the compensation survey group because we
believe investors are more likely to consider the stocks of
these companies as alternatives to an investment in our stock
than the companies in the compensation survey group, in part
because their business operations are more similar to ours. We
would rank 11th in terms of annual sales if we were
included with the performance plan peer group. We believe that
the compensation survey group is more representative of
industries from which we may attract talent. Therefore, we use
it to determine competitive compensation levels.
Return on
Capital Employed
Fifty percent of the performance shares can be earned based on
achievement, at the end of the three-year cycle, of a ROCE goal
that was established at the commencement of the three-year cycle
for the 2007 performance plan.
A scale developed for this metric permits participants to earn
from 0% up to 200% of their long-term incentive targets based on
achievement of from 93% to 112% of the ROCE target goal. The
ROCE goal was set at a level which the Committee expected the
company to attain with above-average performance.
ROCE is determined by dividing our net operating profit after
tax for the third year of the performance cycle by the amount of
our capital employed based on the opening balance sheet of the
third year of the three-year performance cycle. Capital employed
is defined for this purpose as the sum of our total
stockholders equity plus cumulative translation
adjustment, minority interest in subsidiaries, redeemable common
stock and total debt less our cash and cash equivalents.
The Compensation Committee may change the ROCE goal during the
three-year period if it determines that an extraordinary event
has occurred. In addition, once the number of performance shares
to be awarded has been determined based on our results, the
Compensation Committee may decrease or eliminate entirely the
number of performance shares earned based on whether the
participants individual performance during the performance
period was unacceptable. The Compensation Committee relies upon
management recommendations, which are based on their judgment,
to determine whether performance by named executive officers
other than the Chief Executive Officer was unacceptable.
The number of shares of common stock, if any, that recipients of
performance share awards in 2007 will receive in relation to
such awards will be based upon the extent to which we attain the
TSR and ROCE goals approved by the Compensation Committee for
the three-year cycle beginning on January 1, 2007 and
ending on December 31, 2009. The earned awards will be paid
in shares of our common stock.
The Compensation Committee approved a revised design of the
long-term incentive plan for the awards granted in 2008 in light
of our having achieved a ROCE in excess of our cost of capital
in 2007. This was the first time in our ten years as an
independent public company that our ROCE exceeded our cost of
capital.
25
Having achieved that level of return, the Committee determined
that a goal based on ROCE should be complemented with a goal to
achieve earnings per share growth objectives. Therefore, half of
the performance shares granted in 2008 will be earned based on a
matrix that combines a compounded annual earnings per share
growth goal with ROCE results for the
three-year
performance period.
Retirement and Other Benefits. We also provide
benefits such as medical, dental and life insurance and
disability coverage to each
U.S.-based
named executive officer. These benefits are also provided to all
eligible
U.S.-based
employees. Eligible employees, including the named executive
officers, can purchase additional life, dependent life and
accidental death and dismemberment coverage as part of their
active employee benefits. In addition, all salaried employees in
the United States are eligible to participate in our Cash
Balance Pension Plan, our Retirement Savings Plan, and our
Retiree Health Care Spending Accounts (RHCSA).
Select employees are provided with split-dollar life insurance
under our legacy Executive Life Insurance Plan that was
established prior to our becoming an independent public company
and is now frozen.
Cash Balance Plan. Our Cash Balance
Plan is a defined benefit qualified pension plan which is
available to all U.S. salaried employees, including the
named executive officers other than Mr. Fiamenghi. Accounts
of participants in the Cash Balance Plan accrue pay credits
based on years of service and monthly interest credits using a
rate equal to a specified amount above the interest rate on
short-term Treasury notes. Pay credits are calculated as a
percentage (3% to 10%) of a salaried employees eligible
compensation (defined as base salary, overtime, and earned
Annual Incentive Plan award). The pay credit percentage is
determined by the employees years of service and reaches
and remains at 10% after 35 years of service. The value of
a participants account at retirement is paid out either as
a life or a joint and survivor annuity or in an optional form,
such as a lump sum if certain funding conditions are met. The
Cash Balance Plan provides for a
five-year
vesting period.
To the extent that an employees, including any named
executive officer other than Mr. Fiamenghi, annual
retirement income benefit under the Cash Balance Plan exceeds
the limitations imposed by the Internal Revenue Code of 1986, as
amended, additional benefits may be provided by our nonqualified
Supplemental Executive Retirement Plan (discussed below) through
a Cash Balance
Make-up
Account to which we contribute the amounts that we would
contribute to the Cash Balance Plan absent those limitations.
All of the named executive officers other than
Mr. Fiamenghi participate in Cash Balance
Make-up
Accounts.
Supplemental Executive Retirement Plan
(SERP). The named executive
officers, other than Mr. Fiamenghi, in addition to certain
other
U.S.-based
eligible employees, are entitled to participate in our
Supplemental Executive Retirement Plan. The purpose of this
nonqualified, unfunded plan is to (a) permit certain key
executives to defer receipt of a portion of current
compensation, including short- and long-term incentive payments,
until a later year, (b) provide participants and their
beneficiaries with the amount of retirement income that is not
provided under the Cash Balance Plan or the Retirement Savings
Plan by reason of Internal Revenue Service limits on eligible
compensation and (c) preserve the opportunity for
executives to continue to defer compensation that was deferred
under previously maintained plans.
SERP participants are general unsecured creditors of the
company. Our SERP is a combination of plans that mirror plans
operated by our prior parent before we became an independent
public company.
In December 2007, we provided participants in the SERP an
opportunity under the transition rules with respect to
Section 409A of the Internal Revenue Code to elect to
receive the balances deferred in their Annual Deferral Accounts,
Annual Incentive Plan Accounts, Performance Plan Accounts and
Prior Plan Accounts in a lump sum during the third quarter of
2008. All of the balances in these accounts are employee
contributions.
Retirement Savings Plan. Our Retirement
Savings Plan is a tax-qualified 401(k) savings plan that offers
U.S. salaried employees the opportunity to contribute up to
25% of their eligible compensation on either a before-tax or
after-tax basis. The company matches 100% of employee
contributions up to the first 6% of eligible compensation
contributed. Employee contributions are fully vested upon
contribution. Company contributions are vested after three years
of qualified employment with the company.
In addition to the Retirement Savings Plan, named executive
officers, other than Mr. Fiamenghi, and other eligible
employees may participate in Annual Deferral Accounts and
Savings Plan
Make-up
Accounts under
26
the nonqualified SERP. To the extent that benefits are limited
under the Retirement Savings Plan due to Internal Revenue
Service limits on compensation and deferral limits, participants
are permitted to make contributions to Annual Deferral Accounts
under the SERP. The 2006 and 2007 limits on maximum recognizable
compensation were $220,000 and $225,000. The limits on pretax
elective deferrals in 2007 were $20,000 for persons under 50 and
$20,500 for persons aged 50 or more. We make matching
contributions to Savings Plan
Make-up
Accounts that mirror our contributions to the Retirement Savings
Plan. A participant is vested in his or her Savings Plan
Make-up
Account to the extent that he or she is vested in the Retirement
Savings Plan employer matching contributions.
Mr. Fiamenghi participates in our Brazilian
subsidiarys defined contribution plan. Accounts of
participants in this plan accrue monthly interest credits
according to the actual investment return gained and company
contributions. The value of a participants account at
retirement is paid out either as a joint and survivor annuity or
as a partial lump sum. There is also a death and disability
benefit that is provided based on a formula that takes into
account the amount of time between the triggering event and the
participants normal retirement date. The Brazilian defined
contribution plan was modified effective January 2007 so that
the value of a participants account for all benefits is
paid out as an annuity over a specified time period or as a
percentage of the outstanding balance.
Retiree Health Care Spending Accounts
(RHCSA). RHCSA accounts are provided to all
eligible
U.S.-based
employees and provide employees whose employment with the
company is terminated at or after age 55 with 10 years
of service with assistance in purchasing retiree medical and
dental care from the company. At termination, qualified
employees have access to a RHCSA for themselves and a RHCSA in
an equal amount for their then qualified dependents. The
balances in these accounts may be used by the retiree and
dependents to purchase from the company, at the companys
full cost, the medical and dental benefits provided by the
company to active employees.
The balances in these notational accounts are forfeited if the
employee terminates employment unless the employee is at least
age 55 with 10 years of service at the time of
termination. The accounts otherwise terminate after termination
of employment on the death of the employee for the
employees RHCSA and upon the death of the qualified
dependents in the case of their RHCSAs.
Executive Life Insurance Plan. We
provide certain U.S. salaried employees with the
opportunity to participate in our Executive Life Insurance Plan.
This is a legacy plan which was established by our former parent
company before we became an independent public company, and all
of the insurance policies were purchased by our former parent
company. This plan and plan benefits are frozen, and it is not
our policy to offer this benefit to any non-legacy officers.
This is a split-dollar life insurance plan which provides the
participant with a greater death benefit than provided under our
basic life insurance plan. Additionally, after the later of
age 65 or 15 years of participation in the Plan,
participants are given full ownership of the life insurance
policies. Participants annual premiums are calculated to
pay for the cost of the life insurance being provided. All of
the named executive officers except Mr. Fiamenghi
participate in this plan. We make payments to the named
executive officers other than Mr. Fiamenghi in the amount
of the participant premiums under the Executive Life Insurance
Plan. We also make payments to these four named executive
officers in the amount of taxes due as a result of such payments.
Perquisites and Other Personal Benefits. We
provide our named executive officers with perquisites and other
personal benefits that we believe are reasonable and appropriate
because they are competitive with perquisites offered by other
employers and better enable the company to attract and retain
executives for key positions.
We also provide each named executive officer a car. We lease and
pay all the costs of operating those cars, including insurance.
Each of the named executive officers also receives financial
planning and tax preparation services. We also provide annual
physical examinations to our named executive officers and other
eligible employees.
The values of these perquisites are included in the Summary
Compensation Table in the column headed All Other
Compensation. We believe these perquisites are appropriate
because they are comparable to
27
perquisites offered by other employers and not excessive. We
provide them for the purpose of making our compensation packages
competitive.
Change in Control Agreements. We have a
severance agreement with each of the named executive officers
that requires us or a successor company to make certain payments
and provide certain benefits if the officers employment is
terminated by us or the successor company other than because of
death, Disability or Cause, or is
terminated by the officer for Good Reason, in each
case, within two years after a change in control of the company.
Disability, Cause and Good Reason are defined in severance
agreements between us and our named executive officers. These
agreements are intended to preserve employee morale and
productivity and encourage retention in the face of the
disruptive impact of an actual or rumored change in control of
the company. In addition, for executives, these agreements are
intended to align executive and shareholder interests by
enabling executives to consider corporate transactions that are
in the best interests of the shareholders and other constituents
of the company without undue concern over whether the
transactions may jeopardize the executives own employment.
Because these agreements are provided to satisfy different
objectives than our regular compensation program, decisions made
under this program do not affect our regular compensation
program.
The terms of these agreements are similar to those provided by
other companies, and we provide them in part because we believe
we need to do so to provide a competitive compensation package.
Information regarding potential payments under these agreements
for the named executive officers is provided under the heading
Estimated Potential Payments upon Change in Control
on page 38.
Executive
Stock Ownership Targets
We establish stock ownership targets for our named executive
officers. The ownership target for our Chief Executive Officer
is ownership of our stock with a value equal to five times his
current annual base salary. We count direct and indirect
ownership of our common stock, including phantom shares, but not
including stock options, as ownership for purposes of our stock
ownership targets. The target for each of our other named
executive officers is three times his or her current annual base
salary. Named executive officers are expected to attain their
ownership targets within three to five years from the time the
targets become applicable. As of December 31, 2007,
Mr. Scott was at an ownership level of more than 11 times
his current salary. The other named executive officers also
exceeded their stock ownership targets.
Timing of
Stock Option Grants
Our Compensation Committee reviews and approves
managements recommendations for option grants annually.
This has occurred in January in recent years. The Committee
approves grants of options to named executive officers at the
same time they are granted to all other eligible employees. We
do not time such grants in coordination with the companys
possession or release of material, non-public or other
information. Meetings of the Compensation Committee are
generally scheduled at least a year in advance.
Deductibility
of Executive Compensation
Section 162(m) of the Internal Revenue Code, imposes a
$1 million limit on the amount that a public company may
deduct for compensation paid to the companys Chief
Executive Officer or any of the companys four other
executive officers whose compensation is required to be
disclosed in this proxy statement by reason of their being among
the four highest compensated officers for the taxable year and
who are employed by us as of the end of the year. This
limitation does not apply to compensation that meets the
requirements under Section 162(m) for qualifying
performance-based compensation (i.e., compensation paid
only if the individuals performance meets pre-established
objective goals based on performance criteria approved by
shareholders). For 2007, the grants of stock options, the
payments under the Annual Incentive Plan and the performance
share awards were designed to satisfy the requirements for
deductible compensation. The discretionary cash bonuses paid to
named executive officers in February 2008 will not be deductible
to the extent the applicable named executive officers
compensation other than qualifying performance-based
compensation received in 2008 exceeds $1 million.
28
Summary
Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in Pension
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonqualified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
Deferred
|
|
|
|
|
|
|
|
Name and Principal
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
Incentive Plan
|
|
|
Compensation
|
|
|
All Other
|
|
|
|
|
Position
|
|
Year
|
|
|
Salary
|
|
|
Bonus
|
|
|
Awards(1)
|
|
|
Awards(2)
|
|
|
Compensation(3)
|
|
|
Earnings(4)
|
|
|
Compensation(5)
|
|
|
Total
|
|
|
Samuel C. Scott III,
|
|
|
2007
|
|
|
$
|
921,250
|
|
|
$
|
200,000
|
|
|
$
|
1,682,045
|
|
|
$
|
1,301,385
|
|
|
$
|
1,749,243
|
|
|
$
|
604,826
|
|
|
$
|
265,530
|
|
|
$
|
6,724,279
|
|
Chairman, President and
Chief Executive Officer
|
|
|
2006
|
|
|
$
|
855,250
|
|
|
$
|
184,866
|
|
|
$
|
1,943,458
|
|
|
$
|
771,518
|
|
|
$
|
1,235,134
|
|
|
$
|
418,479
|
|
|
$
|
209,126
|
|
|
$
|
5,617,831
|
|
Cheryl K. Beebe,
|
|
|
2007
|
|
|
$
|
425,667
|
|
|
$
|
73,000
|
|
|
$
|
637,549
|
|
|
$
|
252,404
|
|
|
$
|
577,000
|
|
|
$
|
119,931
|
|
|
$
|
72,780
|
|
|
$
|
2,158,331
|
|
Vice President and
Chief Financial Officer
|
|
|
2006
|
|
|
$
|
396,667
|
|
|
$
|
|
|
|
$
|
620,481
|
|
|
$
|
255,980
|
|
|
$
|
412,000
|
|
|
$
|
98,909
|
|
|
$
|
66,155
|
|
|
$
|
1,850,192
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jack C. Fortnum,
|
|
|
2007
|
|
|
$
|
409,000
|
|
|
$
|
83,000
|
|
|
$
|
642,990
|
|
|
$
|
241,886
|
|
|
$
|
592,000
|
|
|
$
|
104,831
|
|
|
$
|
86,662
|
|
|
$
|
2,160,369
|
|
VP & President
North America
|
|
|
2006
|
|
|
$
|
371,000
|
|
|
$
|
|
|
|
$
|
620,481
|
|
|
$
|
230,382
|
|
|
$
|
440,000
|
|
|
$
|
73,631
|
|
|
$
|
60,325
|
|
|
$
|
1,795,819
|
|
Jorge L. Fiamenghi,
|
|
|
2007
|
|
|
$
|
501,804
|
(6)
|
|
$
|
90,103
|
(6)
|
|
$
|
475,335
|
|
|
$
|
230,724
|
|
|
$
|
616,559
|
(6)
|
|
$
|
|
|
|
$
|
91,888
|
|
|
$
|
2,006,413
|
|
VP & President
South America
|
|
|
2006
|
|
|
$
|
432,909
|
(6)
|
|
$
|
|
|
|
$
|
514,612
|
|
|
$
|
244,700
|
|
|
$
|
435,092
|
(6)
|
|
$
|
|
|
|
$
|
79,832
|
|
|
$
|
1,707,145
|
|
James W. Ripley,
|
|
|
2007
|
|
|
$
|
343,000
|
|
|
$
|
|
|
|
$
|
293,876
|
|
|
$
|
240,660
|
|
|
$
|
370,000
|
|
|
$
|
248,263
|
|
|
$
|
167,216
|
|
|
$
|
1,663,015
|
|
SVP Planning, Information Technology and Compliance(7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Value recognized as an expense during 2006 and 2007 with regard
to restricted stock and performance shares awarded for
three-year
performance periods beginning on January 1, 2004, 2005,
2006 and 2007 based on the grant date fair value estimated by us
for financial reporting purposes. For these purposes and
financial accounting purposes the grant date fair value of the
awards will be recognized as an expense over the requisite
service period, which in the case of performance shares, is the
three-year performance period. The performance shares have been
valued at their grant date fair values computed in accordance
with Statement of Financial Accounting Standards 123R
(SFAS 123). See footnotes 2 and 11 in the notes
to our financial statements for the year ended December 31,
2007 contained in our annual report on
Form 10-K
for a statement of the assumptions made with respect to the
valuation under SFAS 123R. We caution that the actual
amount ultimately realized by the named executive officer from
the disclosed restricted stock and performance share awards will
likely vary from the disclosed amounts based on a number of
factors, including the amounts of the actual awards, our actual
operating performance, stock price fluctuations, differences
from the valuation assumptions used and the timing of exercise
or applicable vesting. |
|
(2) |
|
Value recognized as an expense during 2006 and 2007 with regard
to the stock option awards granted in November 2004, January
2006 and January 2007 based on the grant date fair values
estimated by us using the Black-Scholes option pricing model for
financial reporting purposes ($6.6404, $7.6856 and $10.33 per
share, respectively). These options have been valued at their
grant date fair values computed in accordance with
SFAS 123R. See footnotes 2 and 11 in the notes to our
financial statements for the year ended December 31, 2007
contained in our annual report on
Form 10-K
for a statement of the assumptions made with respect to the
valuation under SFAS 123R. Generally, the full grant date
fair value is the amount the company would expense in its
financial statements over the awards vesting schedule. As
Mr. Scott and Mr. Ripley were eligible for retirement,
the fair value of their awards that have been held more than a
year would generally be expensed in that year. We caution that
the actual amount ultimately realized by the named executive
officer from the disclosed option awards will likely vary based
on a number of factors, including our actual operating
performance, stock price fluctuations, differences from the
valuation assumptions used and the timing of exercise or
applicable vesting. The options granted in 2004 and 2006 vested
in two equal installments on the first and second anniversaries
of their dates of grant. The options granted in 2007 vest in
three equal installments on the first three anniversaries of
their dates of grant. Mr. Ripleys unvested options
were vested by the Compensation Committee upon his retirement. |
|
(3) |
|
The amounts shown in this column are cash awards earned in 2006
and 2007 under our Annual Incentive Plan and paid in 2007 and
2008. These awards are discussed in further detail in the
Compensation Discussion and Analysis under the heading
Annual Incentive Plan. |
29
|
|
|
(4) |
|
These amounts include the difference between the actuarial
present values of the named executive officers accumulated
benefits under our Cash Balance Plan (qualified and nonqualified
components), and in the case of Mr. Fortnum, a frozen
benefit under the Casco Pension Plan for Salaried Employees
which was frozen upon Mr. Fortnums transfer to the
U.S. from Canada on March 1, 1993. These amounts also
include the amount by which interest earned on deferred
compensation deemed to be invested at the prime rate exceeded
the interest that would have been earned on those investments at
120% of the applicable federal long-term rate (as prescribed
under section 1274(d) of the Internal Revenue Code). |
|
(5) |
|
These amounts in 2006 include annual company contributions under
the Retirement Savings Plan and Savings Plan
Make-up
Accounts of $83,851, $40,000 and $22,260 in the case of
S. C. Scott, C. K. Beebe and J. C. Fortnum,
respectively, and a contribution of $65,527 under our Brazilian
subsidiarys defined contribution plan in the case of
J. L. Fiamenghi. These amounts in 2007 include annual
company contributions under the Retirement Savings Plan and
Savings Plan
Make-up
Accounts of $140,475, $50,260, $50,940 and $36,180 in the case
of S. C. Scott, C. K. Beebe, J. C. Fortnum and
J. W. Ripley, respectively, and a contribution of $75,261
under our Brazilian subsidiarys defined contribution plan
in the case of J. L. Fiamenghi. In the case of S. C.
Scott, C. K. Beebe, J. C. Fortnum and J. W.
Ripley, these amounts include payments equal to the amount of
participant premiums on life insurance policies for their
benefit and include payments to those four named executive
officers in the amount of taxes due as a result of such
payments. The premiums on these policies are based on the
insurance companys underwriting requirements. The payments
equal to the amount of participant premiums on life insurance
policies for Mr. Scotts benefit were $64,071 and
$62,840, in 2006 and 2007, respectively, and the payments in the
amount of taxes on those payments were $42,714 and $41,899. The
payment equal to the amount of the participant premium on life
insurance policies for Mr. Ripleys benefit was
$44,286, and the payment in the amount of taxes on that payment
was $29,557. The amounts include providing a leased car for each
of S. C. Scott, C. K. Beebe, J. C. Fortnum and
J. W. Ripley, and in the case of Mr. Ripley transfer
of that car with a value of $27,066 to Mr. Ripley upon his
retirement and a payment of $17,634 to Mr. Ripley equal to
the taxes due upon the transfer of the car. Each of those named
executive officers also received financial planning and tax
preparation services. J. L. Fiamenghi received the use of a
car, which is owned by our Brazilian subsidiary. The value
attributable to the personal use of the company automobiles, the
cost of financial planning services, and the payments related to
the life insurance are included as compensation on the
W-2 or
Brazilian equivalent of the named executive officers who receive
such benefits. None of the other perquisites and other personal
benefits included in this column exceeded the greater of $25,000
or 10% of the total amount of perquisites and personal benefits
paid to or on behalf of the applicable named executive officer. |
|
(6) |
|
Mr. Fiamenghi is employed by our Brazilian subsidiary and
is paid in Brazilian Reais. The amounts shown as salary, bonus
and non-equity incentive plan compensation are based on the
yearly average exchange rates of 2.18 Reais and 1.95 Reais per
U.S. Dollar for 2006 and 2007, respectively. Historically, we
have established Mr. Fiamenghis compensation in U.S.
Dollars and set an exchange rate each January to convert his
cash compensation from U.S. Dollars to Brazilian Reais. The
exchange rate used for conversion was a five-year rolling
average exchange rate which was used to mitigate the impact of
currency fluctuations. The five-year rolling average exchange
rates were 2.74, 2.71 and 2.51 Reais per U.S. Dollar at January
2006, 2007 and 2008, respectively. In March 2008, we have
established Mr. Fiamenghis salary in Reais instead of
U.S. Dollars, effective April 1, 2008, in an effort to
mitigate exchange rate volatility. |
|
(7) |
|
Mr. Ripley retired effective January 1, 2008. |
30
Grants of
Plan-Based Awards in Fiscal 2007
The following table contains information relating to grants to
the named executive officers during 2007 of awards under our
Annual Incentive Plan and performance shares and stock options
under our Stock Incentive Plan.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
|
Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Awards:
|
|
|
Number of
|
|
|
Exercise or
|
|
|
Closing
|
|
|
Grant Date
|
|
|
|
|
|
|
Estimated Future Payouts Under
|
|
|
Estimated Future Payouts Under
|
|
|
Number of
|
|
|
Securities
|
|
|
Base Price
|
|
|
Price
|
|
|
Fair Value
|
|
|
|
|
|
|
Non-Equity Incentive Plan Awards(1)
|
|
|
Equity Incentive Plan Awards(2)
|
|
|
Shares of
|
|
|
Underlying
|
|
|
of Option
|
|
|
on Date
|
|
|
of Stock and
|
|
|
|
Grant
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Stock or Units
|
|
|
Options
|
|
|
Awards
|
|
|
of Grant
|
|
|
Option Awards
|
|
Name
|
|
Date
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)
|
|
|
($/Sh)(3)
|
|
|
($/Sh)
|
|
|
($)(4)
|
|
|
S. C. Scott
|
|
|
1/23/07
|
|
|
$
|
486,675
|
|
|
$
|
973,350
|
|
|
$
|
1,946,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/23/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,500
|
|
|
|
31,000
|
|
|
|
62,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,034,160
|
|
|
|
|
1/23/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
81,000
|
|
|
$
|
33.80
|
|
|
$
|
33.61
|
|
|
$
|
836,730
|
|
C. K. Beebe
|
|
|
1/23/07
|
|
|
$
|
160,500
|
|
|
$
|
321,000
|
|
|
$
|
642,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/23/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,900
|
|
|
|
11,800
|
|
|
|
23,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
393,648
|
|
|
|
|
1/23/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,500
|
|
|
$
|
33.80
|
|
|
$
|
33.61
|
|
|
$
|
315,063
|
|
J. C. Fortnum
|
|
|
1/23/07
|
|
|
$
|
159,938
|
|
|
$
|
319,875
|
|
|
$
|
639,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/23/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,150
|
|
|
|
12,300
|
|
|
|
24,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
410,328
|
|
|
|
|
1/23/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,000
|
|
|
$
|
33.80
|
|
|
$
|
33.61
|
|
|
$
|
330,560
|
|
J. L. Fiamenghi(5)
|
|
|
1/23/07
|
|
|
$
|
138,000
|
|
|
$
|
276,000
|
|
|
$
|
552,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/23/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,600
|
|
|
|
9,200
|
|
|
|
18,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
306,912
|
|
|
|
|
1/23/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,800
|
|
|
$
|
33.80
|
|
|
$
|
33.61
|
|
|
$
|
245,854
|
|
J. W. Ripley(6)
|
|
|
1/23/07
|
|
|
$
|
102,900
|
|
|
$
|
205,800
|
|
|
$
|
411,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/23/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,450
|
|
|
|
4,900
|
|
|
|
9,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
163,464
|
|
|
|
|
1/23/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,700
|
|
|
$
|
33.80
|
|
|
$
|
33.61
|
|
|
$
|
131,191
|
|
|
|
|
(1) |
|
These amounts reflect the terms of the awards under our Annual
Incentive Plan. The actual amounts paid under the Annual
Incentive Plan with respect to awards made in 2007 are included
in amounts for 2007 in the column captioned Non-Equity
Incentive Plan Compensation in the Summary Compensation
table above. |
|
(2) |
|
These amounts reflect the terms of grants of performance shares
under our Stock Incentive Plan. The amounts recognized as an
expense in 2007 are included in the column captioned Stock
Awards in the Summary Compensation Table above. Amounts of
estimated future payments relating to Mr. Ripleys
2007 grant of performance shares do not reflect that he will
receive approximately one third of the amount to which he would
otherwise have been entitled if he continued to be employed
during the second and third years of the three-year performance
period. |
|
(3) |
|
Under our Stock Incentive Plan, the exercise price for options
granted prior to an amendment in 2007 is not less than the
average of the high and the low prices on the date of grant. The
exercise price for options granted after the amendment is not
less than the closing price on the date of grant. |
|
(4) |
|
This column shows the full grant date fair value of stock awards
and option awards under SFAS 123R. Generally, the full
grant date fair value is the amount the company would expense in
its financial statements over the awards vesting schedule.
As Mr. Scott and Mr. Ripley were eligible for
retirement, the fair value of their awards that have been held
more than a year would generally be expensed in that year. For
stock options, fair value is calculated based on the grant date
fair values estimated by us using the Black-Scholes option
pricing model for financial reporting purposes, $10.33. For
additional information on the valuation assumptions, see
footnotes 2 and 11 in the notes to our financial statements in
our annual report on
Form 10-K
for the year ended December 31, 2007. We caution that the
actual amount ultimately realized by the named executive officer
from the disclosed stock and option awards will likely vary
based on a number of factors, including the amounts of the
actual awards, our actual operating performance, stock price
fluctuations, differences from the valuation assumptions used
and the timing of exercise or applicable vesting. The options
vest in three equal installments on the first, second and third
anniversaries of the date of grant. |
|
(5) |
|
Cash-based awards to Mr. Fiamenghi will be converted to
Brazilian Reais at the five-year average exchange rate at the
time of payment. |
|
(6) |
|
Mr. Ripley retired effective January 1, 2008. |
31
Outstanding
Equity Awards at 2007 Fiscal Year End
The following table contains information relating to stock
options, performance shares and restricted shares held by our
named executive officers at December 31, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
Plan Awards:
|
|
|
|
|
|
|
|
|
|
Plan Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Awards:
|
|
|
Market or
|
|
|
|
Number of
|
|
|
Number of
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
|
Market Value
|
|
|
Number of
|
|
|
Payout Value
|
|
|
|
Securities
|
|
|
Securities
|
|
|
Securities
|
|
|
|
|
|
|
|
|
Number of
|
|
|
of Shares
|
|
|
Unearned
|
|
|
of Unearned
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
Shares or
|
|
|
or Units of
|
|
|
Shares, Units or
|
|
|
Shares, Units or
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Option
|
|
|
|
|
|
Units That
|
|
|
Stock That
|
|
|
Other Rights
|
|
|
Other Rights
|
|
|
|
Options
|
|
|
Options
|
|
|
Unearned
|
|
|
Exercise
|
|
|
Option
|
|
|
Have Not
|
|
|
Have Not
|
|
|
That Have
|
|
|
That Have
|
|
|
|
(#)
|
|
|
(#)
|
|
|
Options
|
|
|
Price
|
|
|
Expiration
|
|
|
Vested
|
|
|
Vested(3)
|
|
|
Not Vested(4)
|
|
|
Not Vested(3)
|
|
Name
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
(#)
|
|
|
($)
|
|
|
Date
|
|
|
(#)
|
|
|
($)
|
|
|
(#)
|
|
|
($)
|
|
|
S. C. Scott
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90,000
|
|
|
|
|
|
|
|
|
|
|
$
|
13.89
|
|
|
|
01/17/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
120,000
|
|
|
|
|
|
|
|
|
|
|
$
|
14.52
|
|
|
|
10/25/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
120,000
|
|
|
|
|
|
|
|
|
|
|
$
|
14.33
|
|
|
|
10/24/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
120,000
|
|
|
|
|
|
|
|
|
|
|
$
|
16.92
|
|
|
|
10/30/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
120,000
|
|
|
|
|
|
|
|
|
|
|
$
|
24.70
|
|
|
|
11/04/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60,500
|
|
|
|
60,500
|
(1)
|
|
|
|
|
|
$
|
25.83
|
|
|
|
01/23/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
81,000
|
(2)
|
|
|
|
|
|
$
|
33.80
|
|
|
|
01/22/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
76,000
|
|
|
$
|
2,793,000
|
|
C. K. Beebe
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,000
|
|
|
|
|
|
|
|
|
|
|
$
|
14.33
|
|
|
|
10/24/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,000
|
|
|
|
|
|
|
|
|
|
|
$
|
16.92
|
|
|
|
10/30/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,000
|
|
|
|
|
|
|
|
|
|
|
$
|
24.70
|
|
|
|
11/04/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
|
20,000
|
(1)
|
|
|
|
|
|
$
|
25.83
|
|
|
|
01/23/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,500
|
(2)
|
|
|
|
|
|
$
|
33.80
|
|
|
|
01/22/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,800
|
|
|
$
|
984,900
|
|
J. C. Fortnum
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,000
|
|
|
|
|
|
|
|
|
|
|
$
|
14.52
|
|
|
|
10/25/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,000
|
|
|
|
|
|
|
|
|
|
|
$
|
14.33
|
|
|
|
10/24/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,000
|
|
|
|
|
|
|
|
|
|
|
$
|
16.92
|
|
|
|
10/30/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,000
|
|
|
|
|
|
|
|
|
|
|
$
|
24.70
|
|
|
|
11/04/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,000
|
|
|
|
18,000
|
(1)
|
|
|
|
|
|
$
|
25.83
|
|
|
|
01/23/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,000
|
(2)
|
|
|
|
|
|
$
|
33.80
|
|
|
|
01/22/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,300
|
|
|
$
|
1,003,275
|
|
J. L. Fiamenghi
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
(1)
|
|
|
|
|
|
$
|
25.83
|
|
|
|
01/23/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,800
|
(2)
|
|
|
|
|
|
$
|
33.80
|
|
|
|
01/22/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,200
|
|
|
$
|
779,100
|
|
J. W. Ripley
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52,000
|
|
|
|
|
|
|
|
|
|
|
$
|
14.33
|
|
|
|
10/24/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52,000
|
|
|
|
|
|
|
|
|
|
|
$
|
16.92
|
|
|
|
10/30/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000
|
|
|
|
|
|
|
|
|
|
|
$
|
24.70
|
|
|
|
11/04/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,250
|
|
|
|
14,250
|
(1)
|
|
|
|
|
|
$
|
25.83
|
|
|
|
01/23/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,700
|
(2)
|
|
|
|
|
|
$
|
33.80
|
|
|
|
01/22/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,400
|
|
|
$
|
492,450
|
|
|
|
|
(1) |
|
These options vested on January 24, 2008. |
|
(2) |
|
One third of these stock options vested on January 23,
2008, and the other two thirds will vest in equal installments
on January 23, 2009 and 2010, respectively. |
|
(3) |
|
Value stated is the value of unvested shares multiplied by the
closing price of our shares of common stock on December 31,
2007 ($36.75). |
|
(4) |
|
Reflects unearned performance shares in the 2006 and 2007
performance plan awards (at the target performance level).
Mr. Ripley retired effective January 1, 2008. The
amount shown for him does not reflect that he will ultimately
receive pro rata payments for the portions of the three-year
periods beginning January 1, 2006 and 2007 during which he
was employed by the company. |
32
There were two grants of options in 2001 when we changed the
grant date from January to October and no annual grants in 2005
when we changed the grant date back to January.
Option
Exercises and Stock Vested in Fiscal 2007
The following table contains information concerning the exercise
of stock options by our named executive officers and vesting of
restricted shares held by them during 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
Number of
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
Shares Acquired
|
|
|
Value Realized
|
|
|
Shares Acquired
|
|
|
Value Realized
|
|
Name
|
|
on Exercise (#)
|
|
|
Upon Exercise ($)
|
|
|
on Vesting (#)
|
|
|
on Vesting ($)
|
|
|
S. C. Scott
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
|
|
|
106,000
|
|
|
$
|
2,906,743
|
|
|
|
|
|
|
|
|
|
Restricted Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C. K. Beebe
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock
|
|
|
|
|
|
|
|
|
|
|
5,334
|
|
|
$
|
231,922
|
|
J. C. Fortnum
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
|
|
|
10,000
|
|
|
$
|
268,268
|
|
|
|
|
|
|
|
|
|
Restricted Stock
|
|
|
|
|
|
|
|
|
|
|
5,334
|
|
|
$
|
231,922
|
|
J. L. Fiamenghi
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
|
|
|
72,500
|
|
|
$
|
1,124,585
|
|
|
|
|
|
|
|
|
|
Restricted Stock
|
|
|
|
|
|
|
|
|
|
|
5,334
|
|
|
$
|
231,922
|
|
J. W. Ripley
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
|
|
|
80,000
|
|
|
$
|
2,312,305
|
|
|
|
|
|
|
|
|
|
Restricted Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value realized upon exercise is equal to the number of options
exercised multiplied by the difference between the closing price
on the date of exercise and the exercise price. Value realized
on vesting of restricted shares is the closing price on the date
of vesting multiplied by the number of shares vested.
Pension
Benefits in Fiscal 2007
The following table states the actuarial present value of each
named executive officers accumulated benefit under each of
our pension plans.
Cash Balance Plan. Our Cash Balance Plan is a
defined benefit qualified pension plan which is available to all
U.S. salaried employees, including the named executive
officers other than Mr. Fiamenghi. Accounts of participants
in the Cash Balance Plan accrue pay credits based on years of
service and monthly interest credits using a rate equal to a
specified amount above the interest rate on short-term Treasury
notes. Pay credits are calculated as a percentage (3% to 10%) of
a salaried employees eligible compensation (defined as
base salary, overtime, and earned Annual Incentive Plan award).
The pay credit percentage is determined by the employees
years of service and reaches and remains at 10% after
35 years of service. The value of a participants
account at retirement is paid out either as a life or a joint
and survivor annuity or in an optional form, such as a lump sum
if certain funding conditions are met. The Cash Balance Plan
provides for a
5-year
vesting period.
Mr. Fortnum participated in the Casco Pension Plan for
Salaried Employees prior to his transfer from our Canadian
subsidiary to the parent company on March 1, 1993.
Mr. Fortnum has ceased to accrue benefits under this plan
and has 7.5 years of credited service under the plan at
December 31, 2007.
Nonqualified Cash Balance
Make-up
Accounts. To the extent that an employees,
including any named executive officer other than
Mr. Fiamenghi, annual retirement income benefit under the
Cash Balance Plan
33
exceeds the limitations imposed by the Internal Revenue Code,
additional benefits may be provided by our nonqualified
Supplemental Executive Retirement Plan through a Cash Balance
Make-up
Account. All of the named executive officers other than
Mr. Fiamenghi participate in Cash Balance
Make-up
Accounts. Our named executive officers other than
Mr. Fiamenghi were participants in a defined benefit plan
operated by the company that owned us before we became an
independent public company. These named executive officers who
became officers of Corn Products International when we became an
independent company (Mr. Scott, Ms. Beebe,
Mr. Fortnum and Mr. Ripley), receive additional pay
credits in Cash Balance
Make-up
Accounts to offset a portion of pension benefits lost as a
result of our becoming an independent public company and the
change from a final average pay plan maintained by our
predecessor to our Cash Balance Plan.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
|
|
Years of
|
|
|
|
|
|
Present Value of
|
|
|
|
|
|
|
Credited
|
|
|
Accumulated
|
|
|
Payments During
|
|
Name
|
|
Plan Name
|
|
|
Service
|
|
|
Benefit(1)
|
|
|
Last Fiscal Year
|
|
|
S. C. Scott
|
|
|
Cash Balance Plan
|
|
|
|
34
|
|
|
$
|
861,064
|
|
|
|
|
|
|
|
|
Nonqualified Cash Balance Make-up Account
|
|
|
|
34
|
|
|
$
|
2,645,639
|
|
|
|
|
|
C. K. Beebe
|
|
|
Cash Balance Plan
|
|
|
|
27
|
|
|
$
|
268,879
|
|
|
|
|
|
|
|
|
Nonqualified Cash Balance Make-up Account
|
|
|
|
27
|
|
|
$
|
258,829
|
|
|
|
|
|
J. C. Fortnum
|
|
|
Cash Balance Plan
|
|
|
|
22
|
|
|
$
|
180,084
|
|
|
|
|
|
|
|
|
Nonqualified Cash Balance Make-up Account
|
|
|
|
22
|
|
|
$
|
269,285
|
|
|
|
|
|
|
|
|
Casco Pension Plan
|
|
|
|
7.5
|
|
|
$
|
92,504
|
|
|
|
|
|
J. L. Fiamenghi
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
J. W. Ripley
|
|
|
Cash Balance Plan
|
|
|
|
39
|
|
|
$
|
921,011
|
|
|
|
|
|
|
|
|
Nonqualified Cash Balance Make-up Account
|
|
|
|
39
|
|
|
$
|
1,096,161
|
|
|
|
|
|
|
|
|
(1) |
|
For the
U.S.-based
named executive officers, the present value of the accumulated
benefit reflects their current vested balances in the Cash
Balance Plan and their Cash Balance
Make-up
Accounts which will be distributed upon termination, regardless
of the age of the participant at termination. In addition, for
Mr. Fortnum, the present value includes the present value
of accumulated benefits in the Casco Pension Plan. See footnote
8 in the notes to our financial statements in our annual report
on
Form 10-K
for the year ended December 31, 2007 for a discussion of
the assumptions used to determine the present value of
accumulated benefits under our pension plans. |
Nonqualified
Deferred Compensation in Fiscal 2007
The following table contains information concerning deferred
compensation arrangements under our non-qualified Supplemental
Executive Retirement Plan (SERP), excluding Cash Balance
Make-up
Accounts which are reflected in the above Pension
Benefits table. Under the SERP, named executive officers
other than Mr. Fiamenghi can defer up to 20% of their
annual compensation and up to 100% of the awards earned by them
under our Annual Incentive Plan and any earned performance
shares.
Amounts deferred are, at the election of the named executive
officer, deemed to be invested at the prime rate or in phantom
units of our common stock, provided that earned performance
shares must be deferred into phantom units of our common stock.
Deemed investment earnings are credited at the monthly compound
equivalent of the prime rate, which is adjusted quarterly based
upon the published prime rate, or the increase or decrease of
the fair market value of the applicable number of shares of our
common stock. When dividends are paid on our common stock,
deemed investments in common stock are credited with the amount
of the dividends which is deemed to be invested in additional
phantom stock units at the fair market value of a share on the
dividend payment date. Phantom stock units are paid through the
issuance of shares of common stock at the time of distribution
equal to the number of phantom stock units owned at that time.
34
Our SERP is an unfunded plan and is not ERISA regulated or
protected. SERP participants are general unsecured creditors of
the company. Our SERP is a combination of plans that mirror
plans being operated by our former parent company at the time we
became an independent public company.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate
|
|
|
|
|
|
|
Executive
|
|
|
Company
|
|
|
Aggregate
|
|
|
Withdrawals/
|
|
|
Aggregate Balance
|
|
|
|
Contributions in
|
|
|
Contributions in
|
|
|
Earnings
|
|
|
Distributions in
|
|
|
at December 31,
|
|
|
|
2007(1)
|
|
|
2007(2)
|
|
|
in 2007(3)
|
|
|
2007(4)
|
|
|
2007(5)
|
|
Name
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
S. C. Scott
|
|
$
|
499,240
|
|
|
$
|
50,985
|
|
|
$
|
529,358
|
|
|
$
|
|
|
|
$
|
7,763,314
|
|
C. K. Beebe
|
|
$
|
101,347
|
|
|
$
|
36,760
|
|
|
$
|
106,636
|
|
|
$
|
|
|
|
$
|
1,411,327
|
|
J. C. Fortnum
|
|
$
|
153,674
|
|
|
$
|
37,440
|
|
|
$
|
100,569
|
|
|
$
|
37,588
|
|
|
$
|
1,356,829
|
|
J. L. Fiamenghi
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
J. W. Ripley
|
|
$
|
63,773
|
|
|
$
|
22,680
|
|
|
$
|
193,033
|
|
|
$
|
|
|
|
$
|
2,742,546
|
|
|
|
|
(1) |
|
Employee contributions include any deferrals of annual
compensation, including earned awards under the Annual Incentive
Plan and any earned performance shares. |
|
(2) |
|
These amounts relate to the company match in Savings Plan
Make-up
Accounts and are also included in the named executive
officers compensation under All Other
Compensation in the Summary Compensation Table. |
|
(3) |
|
Deemed investment earnings are credited at the monthly compound
equivalent of the prime rate, which is adjusted quarterly based
upon the published prime rate, or the increase or decrease of
the fair market value of the applicable number of shares of our
common stock. |
|
(4) |
|
In service withdrawals are no longer permitted under the SERP,
as amended in 2005. The payment to Mr. Fortnum was a result
of an election made prior to that amendment. In December 2007,
we provided participants in the SERP an opportunity to elect to
receive the balances deferred in their Annual Deferral Accounts,
Annual Incentive Plan Accounts, Performance Plan Accounts and
Prior Plan Accounts in a lump sum during the third quarter of
2008. All of the balances in these accounts are employee
contributions. |
|
(5) |
|
These balances include income from prior years which was
deferred by the named executive officers and earnings on the
amounts previously deferred as well as deferred 2007 income
which is included as income in the Summary Compensation Table as
well as in this amount. In the case of S. C. Scott,
C. K. Beebe and J. W. Ripley, the balances include
deferrals of income earned with our predecessor before we became
an independent public company. |
Potential
Payments upon Termination
No
Employment Agreements
Neither our Chief Executive Officer nor any of our other named
executive officers has an employment contract. We have a letter
of employment with Mr. Fiamenghi because we are required to
do so under Brazilian law. This letter is dated April 2,
1971 and confirms Mr. Fiamenghis beginning monthly
salary at that time. The terms of these executives
severance, except Mr. Fiamenghis, are the same as the
terms for other salaried employees except in the event of a
change in control. Mr. Fiamenghis entitlements under
Brazilian law are described below.
Potential
Payments upon Termination or Change in Control
For terminations other than relating to a change in control, the
named executive officers are not entitled to receive any
additional benefits that are not otherwise available to other
salaried employees. These benefits may include distributions
under the Cash Balance Plan, Retirement Savings Plan, retiree
medical benefits, disability benefits, accrued vacation pay and
death severance benefits. However, termination of senior
executive officers may result in severance payments or a paid
consulting arrangement for some period of time after termination
in addition to the payments to which the executive is otherwise
entitled in exchange for confidentiality, non-compete,
non-solicitation or other agreements. Persons who retire, die or
become disabled after the first year of a three-year cycle under
our long-term incentive program will receive a prorated award
35
for each such cycle payable after the end of the cycle when
other participants receive their payments. If Mr. Scott is
terminated for any reason or Ms. Beebe or Mr. Fortnum is
terminated for any reason after reaching age 55, they will
be entitled to the continuation of payments of premiums on their
executive life insurance policies for their benefit and payments
of amounts equal to taxes due as a result of such payments until
the later of age 65 and the 15th year of the
applicable insurance policies. Mr. Ripley, who retired
effective January 1, 2008, is entitled to such payments. In
cases of prior retirements by persons who were executive
officers, including Mr. Ripley, the Compensation Committee
has exercised its discretion to accelerate the vesting of stock
options and to transfer to the retiring executive title to the
automobile being leased by the company for the use of the
executive.
In addition to payments described under Estimated
Potential Payments upon Change in Control,
Mr. Fiamenghi would receive payments in accordance with our
Brazilian subsidiarys policies. Under a Brazilian statute
we deposit an amount equal to 8% of Mr. Fiamenghis
monthly salary into a government bank account under the
Government Severance Indemnity Fund for Employees
(FGTS) that earns interest at an annual rate of 6%
and is adjusted for inflation. In the event of termination with
or without cause as defined in the Brazilian statute,
Mr. Fiamenghi is entitled to the amount in the account. He
is also entitled to that amount upon reaching retirement age,
which he has reached. If he is terminated without cause (as
defined in the Brazilian statute) he is entitled to receive that
amount plus 40% of the sum of all contributions to and earnings
in that account (whether or not previously distributed), which
we are required to provide. The amount due to Mr. Fiamenghi
under his severance agreement with us will be reduced by all or
any portion of such additional 40% received by
Mr. Fiamenghi.
Executive
Severance Agreements
We have a severance agreement with each of the named executive
officers that requires us to make certain payments and provide
certain benefits if the officers employment is terminated
by us other than because of death, Disability or
Cause or is terminated by the officer for Good
Reason within two years after a change in control of the
company.
Under the Severance Agreements a change in control results from:
|
|
|
|
|
acquisition by an individual, entity or group of persons of
beneficial ownership of 20% or more of our common stock other
than most acquisitions to which we are a party,
|
|
|
|
a majority of our directors at the start of a
two-year
period and persons whose nominations are approved by those
directors or directors approved by those directors not
constituting a majority of our board at the end of the
two-year
period,
|
|
|
|
a merger or sale of substantially all of our assets except where
owners of our shares own a majority of the voting shares of the
surviving corporation or purchaser of the assets and any person
other than us or our benefits plans who owned 15% of our stock
before the transaction does not own 25% or more of the stock of
the survivor or purchaser and the directors who must be a
majority under the preceding provision are a majority of the
directors of the surviving company or purchaser or
|
|
|
|
the consummation of a plan of our complete liquidation or
dissolution.
|
For the purposes of the Severance Agreements:
|
|
|
|
|
We have Cause to terminate the named executive officer if
the named executive officer (a) has willfully engaged in
conduct which involves dishonesty or moral turpitude which
either (1) results in substantial personal enrichment of
the named executive officer at our expense or (2) is
demonstrably and materially injurious to our financial condition
or reputation, (b) has willfully violated the provisions of
the confidentiality or non-competition agreement entered into
between the company or any of its subsidiaries and the named
executive officer or (c) has committed a felony.
|
|
|
|
The named executive officer is said to have Good Reason
to terminate his or her employment (and thereby gain access
to the benefits described below) if we reduce the named
executive officers base salary, require the named
executive officer to relocate more than 35 miles from his
or her office
|
36
|
|
|
|
|
location immediately prior to the change in control, reduce in
any manner which the officer reasonably considers important the
named executive officers title, job authorities or
responsibilities immediately prior to the change in control or
take certain other actions as specified in the definition.
|
Each severance agreement requires, as a precondition to the
receipt of these payments, that the named executive officer sign
a standard form of release in which he or she waives all claims
that he or she might have against us and certain associated
individuals and entities. They also include a prohibition of
soliciting or recruiting any of our employees or consultants
that would apply for one year following the named executive
officers termination of employment (two years in the case
of S. C. Scott) and confidentiality provisions that would
apply for an unlimited period of time following the named
executive officers termination of employment.
The agreements provide for the payment of salary and vacation
pay accrued through the termination date plus amounts under the
Annual Incentive Plan and our long-term incentive compensation
program based on the assumption that the target awards under
those plans were achieved, prorated for the relevant year or
portion thereof. In addition, the terminated officer would
receive, as a severance payment, a lump sum amount equal to
three times the sum of his or her (a) highest base salary
in effect during any consecutive
12-month
period within the 36 months immediately preceding the date
of termination and (b) his or her target Annual Incentive
Plan payment for the fiscal year in which the termination
occurs. We provide this level of severance because we believe it
to be typical and necessary to provide a competitive benefit.
The agreements provide for certain continued insurance and other
benefits and allowances, which include, based on current
allowances, continued use of a leased car for three months.
These agreements also provide for accelerated vesting pursuant
to our Stock Incentive Plan of the terminated officers
then unvested restricted stock awards and other stock-based
awards, including, but not limited to, performance share awards
under our long-term incentive compensation program on a change
in control.
These agreements also provide for the terminated executive to
receive three additional years of service under our Cash Balance
Plan based on the executives target total cash
compensation (if the executive is at least 62 years old he
or she will receive a pro rata amount of additional service
credits based on the number of full months until the executive
reaches age 65) and three years of benefits under his or
her nonqualified Cash Balance
Make-up
Account. These agreements also provide for vesting of the
officers accounts under the Cash Balance Plan and
nonqualified Cash Balance
Make-up
Accounts, if they are not already vested.
The officer will receive cash payments or nonqualified plan
credits equal to three years of employee matching contributions
in addition to the contributions made to the Retirement Savings
Plan and Savings Plan
Make-up
Accounts. These agreements also provide for vesting of
officers accounts under the Retirement Savings Plan and
Savings Plan
Make-up
Accounts, if they are not already vested.
The officer will receive the cash value of his or her current
retiree healthcare spending account and related dependent
account, plus the value of three additional years of company
contributions to that account. To the extent the officer is
vested in his or her current retiree healthcare spending account
and related dependent account, the amounts will be paid out of
these accounts.
We will provide a terminated officer with executive-level
outplacement services for a period of one year from the date of
his or her termination of employment. Such outplacement services
are required to be provided through an outplacement firm that is
mutually agreed upon by the parties.
We will reimburse any excise tax paid by the terminated officer
as a result of payments under his or her severance agreement
unless a 10% reduction in the payments would make the excise tax
inapplicable, in which case the payments will be reduced by the
least amount that would make the excise tax inapplicable. If we
are barred from providing any of the benefits contemplated by
the severance agreements, we are obligated to arrange to provide
substantially similar benefits or the after-tax cash equivalent.
To the extent the payments may not be paid out of the qualified
plan, such amounts will be paid out of our general assets.
37
Change in
Control Provisions of the Stock Incentive Plan
The Stock Incentive Plan provides that upon a change in control,
all outstanding awards made under it will be surrendered to the
company in exchange for a cash payment except, in the case of a
merger or similar transaction in which the shareholders receive
publicly traded common stock, all outstanding options and stock
appreciation rights immediately will become exercisable in full,
all other awards immediately will vest, all performance periods
will lapse, each performance period will be deemed satisfied at
the target level and each option, stock appreciation right and
other award will represent a right to acquire the appropriate
number of shares of common stock received in the merger or
similar transaction. These provisions are intended to permit our
senior executives to focus on our success in the event of a
change in control and to encourage them to remain in our employ
in the event of a possible change in control. These provisions
are similar to terms of other parties stock incentive
plans and are included in part because we believe we need to do
so to provide a competitive compensation package.
Estimated
Potential Payments upon Change in Control
The amounts payable to each named executive officer upon a
change in control and termination of the named executive officer
other than for death, Disability, or Cause, by us or our
successor or by the named executive officer for Good Reason
within two years after a change in control in accordance with
the terms of the severance agreements discussed above are shown
in the table below. The amounts assume such termination was
effective as of December 31, 2007 and are estimates of the
amounts that would be paid out to the executives upon their
termination. Due to a number of factors that affect the nature
and amount of any benefits, actual payments paid or distributed
to the other named executive officers may be different from the
amounts in the table. Factors that could affect these amounts
include the timing during the year of any such event, the
companys stock price and the executives age.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S. C. Scott
|
|
|
C. K. Beebe
|
|
|
J. C. Fortnum
|
|
|
J. L. Fiamenghi
|
|
|
J. W. Ripley(10)
|
|
|
Cash Severance
|
|
$
|
5,701,050
|
(8)
|
|
$
|
2,247,000
|
|
|
$
|
2,239,125
|
|
|
$
|
2,325,946
|
(7)
|
|
$
|
1,646,400
|
(8)
|
Pro rata Bonus Payment(1)
|
|
$
|
973,350
|
|
|
$
|
321,000
|
|
|
$
|
319,875
|
|
|
$
|
376,353
|
|
|
$
|
205,800
|
|
Early Vesting of Stock Options
|
|
$
|
899,610
|
|
|
$
|
308,376
|
|
|
$
|
290,961
|
|
|
$
|
288,609
|
|
|
$
|
193,074
|
|
Early Vesting of Restricted Stock
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Early Vesting of Performance Shares(2)
|
|
$
|
5,349,168
|
|
|
$
|
1,954,976
|
|
|
$
|
1,979,536
|
|
|
$
|
1,483,424
|
|
|
$
|
1,075,728
|
|
Retirement Benefit Payment(3)
|
|
$
|
422,770
|
|
|
$
|
231,280
|
|
|
$
|
221,419
|
|
|
$
|
|
|
|
$
|
31,220
|
|
Defined Contribution Plan Payments(4)
|
|
$
|
400,464
|
|
|
$
|
154,080
|
|
|
$
|
153,540
|
|
|
$
|
247,640
|
|
|
$
|
111,132
|
|
Health and Welfare Benefit Values
|
|
$
|
34,334
|
(9)
|
|
$
|
34,334
|
|
|
$
|
48,677
|
|
|
$
|
24,188
|
|
|
$
|
34,334
|
(9)
|
Post Retirement Medical Coverage(5)
|
|
$
|
3,900
|
|
|
$
|
55,382
|
|
|
$
|
38,340
|
|
|
$
|
|
|
|
$
|
3,900
|
|
Outplacement Services
|
|
$
|
25,000
|
|
|
$
|
25,000
|
|
|
$
|
25,000
|
|
|
$
|
25,000
|
|
|
$
|
25,000
|
|
Personal Allowances
|
|
$
|
5,077
|
|
|
$
|
3,174
|
|
|
$
|
3,882
|
|
|
$
|
3,797
|
|
|
$
|
3,123
|
|
Excise Tax and Gross Up
|
|
$
|
|
|
|
$
|
1,563,501
|
|
|
$
|
1,517,290
|
|
|
$
|
|
|
|
$
|
|
|
Executive Life Insurance(6)
|
|
$
|
190,983
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
144,935
|
|
FGTS Payment(7)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
308,525
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
14,005,706
|
|
|
$
|
6,898,103
|
|
|
$
|
6,837,645
|
|
|
$
|
5,083,482
|
|
|
$
|
3,474,646
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Target award based on guaranteed target payment under Severance
Agreements. |
38
|
|
|
(2) |
|
Reflects the target number of performance shares for the 2005
through 2007, 2006 through 2008 and 2007 through 2009
performance periods multiplied by the highest stock price of a
share of common stock during the
90-day
period immediately preceding the date of the assumed change in
control ($49.12). |
|
(3) |
|
Reflects only the additional amounts earned under the Cash
Balance Plan and nonqualified Cash Balance
Make-up
Accounts due to a change in control (three extra years of
service credits). Does not include the projected balance at
December 31, 2007. For Mr. Scott and Mr. Ripley,
who are over age 62, the amounts have been prorated to
age 65. |
|
(4) |
|
Reflects cash payments or nonqualified plan credits equal to
three years of employer matching contributions under the
Retirement Savings Plan and the Savings Plan
Make-up
Accounts in addition to the matching contributions otherwise
required under those plans. |
|
(5) |
|
Officers are vested in their RHCSA accounts at age 55 with
10 years of service. Upon a change in control, each named
executive officer would receive three additional years of
service credits and company contributions and become vested in
their RHCSA accounts, if not already vested. Mr. Fiamenghi
does not participate in a RHCSA account. |
|
(6) |
|
Represents the sum of the continued payments Mr. Scott and
Mr. Ripley would receive (through 2011 and 2012,
respectively) in amounts equal to the participants
premiums on life insurance policies for their benefit and in
amounts equal to the taxes due as a result of such payments.
These amounts would be paid regardless of the reason for
termination. The combined death benefit on those policies is
$1.5 million for Mr. Scott and $1 million for
Mr. Ripley. |
|
(7) |
|
Upon termination of employment from our Brazilian subsidiary
following a change in control, Mr. Fiamenghi will receive
the balance in his government-mandated FGTS account, an
additional 40% of the sum of that balance and previous
distributions from that account which is required when
termination is without cause, plus three years of salary
continuation under his executive severance agreement. The amount
shown is the additional 40% payment. His cash severance amount
has been reduced (from $2,634,471 to $2,325,946) by the
additional 40% payment on his FGTS account. An exchange rate of
1.95 Reais/USD (the 2007 average rate) has been used to convert
payments in Brazilian Reais to U.S. Dollars. |
|
(8) |
|
For Mr. Scott and Mr. Ripley, the Compensation
Committee has discretion to provide a prorated cash severance
payment since they are both over age 62. These numbers,
however, assume the Committee would not exercise this discretion. |
|
(9) |
|
For Mr. Scott and Mr. Ripley, the Compensation
Committee has discretion to provide a prorated health and
welfare value since they are both over age 62. These
numbers, however, assume the Committee would not exercise this
discretion. |
|
(10) |
|
Mr. Ripley retired effective January 1, 2008.
Therefore, he will not receive any payments upon a change in
control. |
Compensation
Committee Report
The Compensation Committee of the Board of Directors reports
that it has reviewed and discussed with management the section
of this proxy statement headed Compensation Discussion and
Analysis, and, on the basis of that review and discussion,
recommended that that section be included in our Annual Report
on
Form 10-K
and in this proxy statement.
Compensation Committee
R. J. Almeida, Chairman
P. Hanrahan
W. S. Norman
39
Equity
Compensation Plan Information as of December 31,
2007
The following table provides information as of December 31,
2007 about the companys equity compensation plans.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of securities
|
|
|
|
|
|
|
|
|
|
remaining available for
|
|
|
|
Number of securities
|
|
|
|
|
|
future issuance under
|
|
|
|
to be issued
|
|
|
Weighted-average
|
|
|
equity compensation
|
|
|
|
upon exercise of
|
|
|
exercise price of
|
|
|
plans (excluding
|
|
|
|
outstanding options,
|
|
|
outstanding options,
|
|
|
securities reflected
|
|
Plan Category
|
|
warrants and rights
|
|
|
warrants and rights
|
|
|
in the first column)(5)
|
|
|
Equity compensation plans approved by security holders
|
|
|
4,619,340
|
(1)
|
|
$
|
22.30
|
(2)
|
|
|
5,433,902
|
|
Equity compensation plans not approved by security holders
|
|
|
285,600
|
(3)
|
|
|
N/A
|
|
|
|
519,947
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
4,904,940
|
|
|
$
|
22.30
|
(4)
|
|
|
5,953,849
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
This amount includes an aggregate of 337,350 shares of
company common stock representing outstanding performance share
target awards that will vest only upon the successful completion
of the relevant long-term incentive performance cycle and will
be payable, if earned, by the company in shares of company
common stock. The amount included in this column in respect of
these performance awards assumes that all such performance
awards vest 100%. |
|
(2) |
|
This price does not take into account the 337,350 performance
share target awards referenced in footnote 1, because those
awards have no exercise price. |
|
(3) |
|
This amount assumes that all phantom stock units of the company
credited to the Deferred Compensation Plan for Outside Directors
and the Supplemental Executive Retirement Plan accounts of the
participating directors and executive officers will be paid out
in the form of our common stock. |
|
(4) |
|
This price represents the weighted-average exercise price of
outstanding options; it excludes the phantom stock units
referenced in footnote 3 as well as the 337,350 performance
share target awards referenced in footnote 1, because those
awards have no exercise price. |
|
(5) |
|
These amounts assume issuance of shares of company common stock
at $36.75, the closing price for a share of our common stock on
December 31, 2007. |
Independence
of Board Members
Under the rules of the New York Stock Exchange, a director is
not considered to be independent unless the Board of Directors
has affirmatively determined that the director has no material
relationship with the company or any of its subsidiaries (either
directly or as a partner, stockholder or officer of an
organization that has a relationship with the company or any of
its subsidiaries). In addition, the New York Stock Exchange
rules stipulate that certain relationships preclude a director
from being considered to be independent. The board has
determined that each director and nominee for director, except
for Mr. Samuel C. Scott, the companys Chief Executive
Officer, and Mr. Luis Aranguren-Trellez, is independent.
In making its determination as to the independent directors, the
board reviewed relationships between the company and the
directors, including ordinary course relationships arising from
transactions on terms and conditions substantially similar to
those with unaffiliated third parties between the company and
entities (all of which represented substantially less than one
percent of the revenues of the other entities) where the
directors or their immediate family members are directors,
advisory board members, executive officers or employees or own
equity of five percent or more of that entity
(Messrs. Almeida, Hanrahan, Kastory, Ringler and
Ms. Klein,) and the companys contributions to
charitable organizations (none of which exceeded $20,000 in any
year) where the directors or their immediate family members
serve as officers, directors or trustees (Messrs. Almeida,
Greiner, Kenny, Norman and Ringler and Ms. Hendricks).
40
Review
and Approval of Transactions with Related Persons
The board has adopted a policy and procedures for review,
approval and monitoring of transactions involving the company
and related persons (directors and executive
officers or their immediate family members, or stockholders
owning five percent or greater of the companys outstanding
stock). The policy covers any related person transaction
involving amounts exceeding $120,000 in which a related person
has a direct or indirect material interest.
Policy
Related person transactions must be approved by the Audit
Committee of the Board of Directors or if a related person
involved is a member of the Board of Directors or a nominee to
become a director then by all of the disinterested independent
members of the board. In considering the transaction, the
committee or independent directors will consider all relevant
factors, including as applicable
|
|
|
|
|
the size of the transaction and the amount payable, directly or
indirectly, to a related person;
|
|
|
|
the nature of the interest or involvement of the related person
in the transaction;
|
|
|
|
whether the transaction creates an appearance of a conflict of
interest or unfair dealing;
|
|
|
|
whether the rates or charges and other key terms involved in the
transaction were determined by competitive bids;
|
|
|
|
whether the transaction involves the provision of goods or
services to the company that are available from unaffiliated
third parties and, if so, whether the transaction is on terms
and made under circumstances that are at least as favorable to
the company as would be available in comparable transactions
with or involving unaffiliated third parties; and,
|
|
|
|
the impact of the transaction on the company and its
stockholders.
|
Procedures
|
|
|
|
|
The Chief Financial Officer will advise the Chairman of the
Audit Committee of any related person transaction of which she
becomes aware.
|
|
|
|
The Audit Committee will consider such related person
transaction at its next regularly scheduled meeting or, if it
deems it advisable, prior thereto at an interim meeting called
for such purpose. If approval or ratification of the related
person transaction requires consideration by all of the
disinterested and independent members of the board of directors,
the related person transaction will be considered at the
boards next regularly scheduled meeting or, if the
disinterested and independent directors deem it advisable, prior
thereto at an interim meeting called for such purpose.
|
|
|
|
Except as set forth below, any related person transaction not
approved in advance by the Audit Committee or a majority of the
disinterested and independent directors will not be entered into
by the company unless the consummation of the transaction is
expressly subject to ratification by the Audit Committee or a
majority of the disinterested and independent directors. If the
transaction is not so ratified, the company will not consummate
the transaction. It is the responsibility of management to
notify the Chief Financial Officer of all potential related
person transactions in advance, so as to allow appropriate
review under the companys guidelines.
|
|
|
|
If the company enters into a transaction that (i) the
company was not aware constituted a related person transaction
at the time it was entered into but which it subsequently
determines is a related person transaction prior to full
performance thereof or (ii) did not constitute a related
person transaction at the time such transaction was entered into
but thereafter becomes a related person transaction prior to
full performance thereof, then in either such case the related
person transaction will be presented for ratification in the
manner set forth above. If the related person transaction is not
ratified, then the company will take all reasonable actions to
attempt to terminate its participation in the transaction.
|
41
|
|
|
|
|
Reasonable steps will not be deemed to require that the company
act in breach of any contractual obligations or otherwise expose
itself to legal liability.
|
|
|
|
|
|
The Chief Financial Officer will update the Audit Committee or
the board, as applicable, on the status of any approved related
person transaction not less than annually, or upon termination
of or anticipated significant change in the related person
transaction. Anticipated significant changes will be subject to
the approval processes required for initial approval of a
related person transaction.
|
Currently the only related person transactions are transactions
at competitive market rates, primarily through the
companys Mexican subsidiary, with companies owned or
controlled indirectly by the family of
Mr. Aranguren-Trellez
described below.
Certain
Relationships and Related Transactions
Transactions with Subsidiaries of Arancia Industrial, S.A. de
C.V. In connection with the acquisition by the
company from companies controlled by the family of Luis
Aranguren-Trellez
of the outstanding minority interest in the companys
subsidiary, CPIngredientes, S.A. de C.V., the Aranguren family
obtained the right, through January 2010, to require the company
to repurchase the shares of the companys common stock
originally received by the Aranguren family and related
entities. At March 24, 2008, the Aranguren family and
related entities held 500,000 shares of our common stock.
We, through CPIngredientes, S.A. de C.V., continue to engage in
transactions at competitive market rates, with companies owned
or controlled indirectly by the Aranguren family. During 2007,
we (a) sold steam water and finished products at commercial
market rates in an amount totaling approximately $1,281,444 (net
of VAT), (b) purchased enzymes in the amount of
approximately $1,120,112 (net of VAT) and (c) made payments
of approximately $1,252,239 for facilities provided to handle
our products. Sales of steam water and finished products to a
subsidiary of Arancia Industrial are expected to continue in
2008 in the amount of approximately $1,200,000.
Separation Agreement with Jeffrey B.
Hebble. On December 11, 2007, the Company
and Jeffrey B. Hebble, who formerly served as the Companys
Vice President and President, Asia/Africa Division, entered into
a Separation Agreement under which Mr. Hebbles
employment with the Company terminated as of January 31,
2008. Pursuant to the Separation Agreement Mr. Hebble
(a) will receive three payments of $200,000 each, subject
to applicable withholding taxes, for consulting with the Company
through July 30, 2009 and (b) will be entitled to four
months of COBRA insurance benefits in addition to the benefits
to which Mr. Hebble is otherwise entitled by law if he
makes the required election (Mr. Hebble is required to pay
the premiums for the insurance during the statutorily mandated
period and the extension), and (c) was entitled to continue
to participate in all the benefit plans in which he then
participated through his termination date. The Separation
Agreement also contains agreements by Mr. Hebble regarding
non-competition with the Company and non-solicitation of its
employees, as well as a release of claims by Mr. Hebble.
2007 and
2006 Audit Firm Fee Summary
Following is a summary of professional services provided by the
companys independent auditors, KPMG LLP, during the years
ended December 31, 2007 and 2006, and the related fees:
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
Audit fees for the annual consolidated financial statements and
internal control over financial reporting and completion of
limited reviews of quarterly financial information
|
|
$
|
2,571,000
|
|
|
$
|
2,347,000
|
|
Total
audit-related
fees
|
|
|
156,000
|
|
|
|
117,000
|
|
Total tax fees
|
|
|
77,000
|
|
|
|
84,000
|
|
All other fees
|
|
|
2,000
|
|
|
|
2,000
|
|
42
Audit-Related
Fees
The
audit-related
fees include benefit plan audits, review of government filings,
due diligence and consultation on the application of accounting
principles.
Tax
Fees
The tax fees relate to tax compliance and consultation in the
various countries in which the company operates.
All Other
Fees
All other fees include access fees relating to on-line research
resources.
All audit,
audit-related,
tax services and other fees performed by KPMG are approved by
the Audit Committee in advance of the engagement. The Audit
Committee has considered and determined the compatibility of the
audit-related and tax services provided by KPMG with auditor
independence.
Audit
Committee Report
The Audit Committee of the Board of Directors reports that it
has: (i) reviewed and discussed with management the audited
financial statements of the company for the fiscal year ended
December 31, 2007; (ii) discussed with KPMG LLP, the
independent registered public accounting firm serving as the
companys independent auditors, the matters required to be
discussed by Statement on Auditing Standards No. 61; and
(iii) received the written disclosures and the letter from
KPMG LLP required by the Independence Standards Board Standard
No. 1 and discussed with KPMG LLP their independence. Based
on such review and discussions, the Audit Committee recommended
to the board that the audited financial statements of the
company for the fiscal year ended December 31, 2007 be
included in the companys Annual Report on
Form 10-K
for 2007 for filing with the Securities and Exchange Commission.
Audit Committee
J. M. Ringler, Chairman
B. H. Kastory
G. B. Kenny
B. A. Klein
Proposal 2.
Ratification of Appointment of Independent Registered Public
Accounting Firm
The Audit Committee has appointed KPMG LLP, an independent
registered public accounting firm, as the independent auditors
to perform the audit of our financial statements and our
internal control over financial reporting for 2008.
Representatives of KPMG are expected to attend the annual
meeting and will be available to respond to appropriate
questions and to make a statement if they so desire. KPMG also
performs certain
audit-related
and tax services for the company. Although the company is not
required to seek stockholder approval of this appointment, the
board currently believes that it is a good corporate governance
practice to follow. If the appointment is not ratified, the
Audit Committee will explore the reasons for stockholder
rejection and will reconsider the appointment. Even if the
appointment is ratified, the Audit Committee, in its discretion,
may appoint a different independent registered public accounting
firm at any time during the year if the Audit Committee
determines that it would be in the companys and our
stockholders best interests.
The Board
and Audit Committee recommend that you vote FOR the following
proposal:
RESOLVED: that the appointment by the Audit
Committee of the Board of Directors of the firm of KPMG LLP as
the Independent Registered Public Accounting Firm of the company
and its subsidiaries, in respect of the companys
operations in 2008 is hereby ratified.
43
Other
Matters
We do not know of any other matters or items of business to be
presented or acted upon at the annual meeting. If other
proposals are properly presented, each of the persons named in
the proxy card is authorized to vote on them using his or her
best judgment.
Other
Information
Any stockholder who wishes to receive a separate copy of this
proxy statement or the annual report, or a print copy of the
companys Governance Principles and Policies on Business
Conduct, or any of the charters of the boards committees,
can do so by contacting the Corporate Secretary of the company,
by telephone at
708-551-2600
or by mail at the companys principal executive office, the
address of which is Corn Products International, Inc.,
5 Westbrook Corporate Center, Westchester, Illinois 60154.
Please note that the information on our website is not
incorporated by reference in this proxy statement.
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act, requires the
companys directors and executive officers to file timely
reports of holdings and transactions in the companys
common stock (including derivatives thereof) with the SEC. The
company has reviewed the forms filed on behalf of its directors
and executive officers during and with respect to 2007 and has
also reviewed other information including written
representations that no annual SEC Form 5 report was
required by such directors and executive officers. Based on this
review, the company believes that none of its directors and
executive officers failed to file on a timely basis reports
required by Section 16(a) of the Exchange Act during 2007.
Additional
Information
The company files annual, quarterly and special reports, proxy
statements and other information with the SEC as required. SEC
filings are generally available to the public from commercial
document retrieval services, on the companys website at
http://www.cornproducts.com
and on the Internet website maintained by the SEC at
www.sec.gov. You may also read and copy any reports, statements
or other information that are filed at the SECs public
reference rooms in Washington, DC, New York, New York and
Chicago, Illinois. Please call the SEC at
1-800-SEC-0330
for further information on the public reference rooms. The
company also files certain reports and other information with
the New York Stock Exchange, on which the companys common
stock is traded. Copies of such material can be inspected at the
offices of the New York Stock Exchange, 20 Broad Street,
New York, New York 10005.
YOU MAY RECEIVE WITHOUT CHARGE A COPY OF THE COMPANYS
ANNUAL REPORT ON
FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2007 INCLUDING THE FINANCIAL
STATEMENTS AND THE FINANCIAL STATEMENT SCHEDULES (UPON REQUEST,
EXHIBITS THERETO WILL BE FURNISHED SUBJECT TO PAYMENT OF A
SPECIFIED FEE) BY SENDING A WRITTEN REQUEST TO CORN PRODUCTS
INTERNATIONAL, INC., 5 WESTBROOK CORPORATE CENTER, WESTCHESTER,
ILLINOIS 60154, ATTENTION: CORPORATE SECRETARY. Alternatively,
you can access our 2007 Annual Report, which includes our 2007
Form 10-K
and other financial information, on the investors section of our
website at:
http://www.cornproducts.com.
44
Please cast your vote on the Internet or by telephone as soon
as possible, or if you received a paper copy of the proxy
materials and want to vote by mail please complete the
accompanying proxy card and mail it in the enclosed,
postage-paid envelope as soon as possible, or, if you have
received a voting instruction form from a broker, bank or other
nominee, please cast your vote by following the instructions
provided on that form.
By order of the Board of Directors,
Mary Ann Hynes
Vice President, General Counsel
and Corporate Secretary
April 4, 2008
45
APPENDIX A
CORN
PRODUCTS INTERNATIONAL
BOARD MEMBERSHIP AND DIRECTOR CANDIDATE SELECTION
CRITERIA
The Board consists of a substantial majority of
independent directors, as defined in the Rules of
the New York Stock Exchange. Candidates are identified for the
contributions they can make to the deliberations of the Board
and their ability to represent impartially all of the
Companys stockholders, and are considered regardless of
race or gender.
In addition to other considerations, all potential nominees are
expected to have:
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the highest personal and professional ethics, integrity and
values
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education and breadth of experience to understand business
problems and evaluate the possible solutions
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the ability to work well with others
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respect for the views of others and an open-minded approach to
problems
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a reasoned and balanced commitment to the social
responsibilities of the Company
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an interest and availability of time to be involved with the
Company and its employees over a sustained period
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stature and experience to represent the Company before the
public, stockholders and the other various individuals and
groups that affect the Company
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the willingness to objectively appraise management performance
in the interest of the stockholders
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an open mind on all policy issues and areas of activity
affecting overall interests of the Company and its stockholders
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no involvement in other activities or interests that create a
conflict with the directors responsibility to the Company
and its stockholders
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The above attributes are expected to be maintained by Board
members as a condition of their ongoing membership to the Board.
The Corporate Governance and Nominating Committee reviews the
makeup of the Board and the tenure of its members at least
annually to help determine the number and experience of
directors required.
The Corporate Governance and Nominating Committee has also
established the following additional criteria as an aid in the
selection of potential Director candidates. The weight given to
any particular item may vary based on the Committees
assessment of the needs of the Board, and not all criteria may
be applicable to each vacancy. Similarly, these criteria, in
whole or in part, may be modified or waived by the Corporate
Governance and Nominating Committee in connection with a
particular vacancy or as otherwise deemed appropriate by the
Committee. Candidates should have all or a majority of the
following Important/Desired Attributes:
1. Candidates should be actively employed as a CEO, or a
President, Chief Financial Officer, or General Manager (or a
comparable position of responsibility) with reasonable
expectations of becoming a CEO, of a publicly traded company (or
a significant private company) with at least $1-$3 billion
in sales
2. International business experience
3. Financial responsibility during career and financial
literacy
4. General management experience during career
A-1
5. Experience on publicly-traded/significant private
company boards
6. Experience with corporate governance issues, and
ideally, some background in the legal aspects of governance
applicable to publicly-traded companies
7. Contribution to board diversity
8. Not nearing or planning for retirement within next five
years
9. Actively employed in a manufacturing or continuous
process type industry, although past experience in a
manufacturing or continuous process type of industry or
experience in other industries may be suitable as well.
A-2
ADMISSION TICKET
2008 Annual Meeting of Stockholders
Wednesday, May 21, 2008
9:00 a.m. at the
Westbrook Corporate Center Meeting Facility
Annex between Towers 2 and 5, Westchester, Illinois 60154
Please retain this portion of the Proxy Card if you wish to attend the Annual Meeting of
Stockholders in person. You must present this portion of the Proxy Card at the door for admission
for yourself and one guest. Seating will be on a first-come,
first-served basis, and you may be
asked to present valid picture identification before being admitted.
The use of
cameras at the annual meeting is prohibited, and they will not be allowed in the meeting room, except by credentialed media. We realize that many cellular phones have built-in digital cameras. While these phones may be brought into the room, the camera function may not be used at any time. No recording devices or large packages will be permitted in the meeting room.
ADMISSION TICKET
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FOLD AND DETACH HERE ▼ |
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FOLD AND DETACH HERE ▼ |
Annual Meeting of
Stockholders To Be Held Wednesday, May 21, 2008
THIS PROXY/VOTING
INSTRUCTION IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
I, a stockholder of Corn Products International, Inc., acknowledge receipt of the Proxy Statement
dated April 4, 2008, and except as described in the next paragraph appoint SAMUEL C. SCOTT III
and MARY ANN HYNES, and each of them, as proxies and attorneys-in-fact, with full power of substitution, on my behalf and in my name, to represent me at the Annual Meeting of
Stockholders to be held Wednesday, May 21, 2008 at 9:00 a.m., local
time, at the Westbrook Corporate Center Meeting
Facility, Westchester, Illinois 60154, and at any adjournment(s)
of the meeting, and to vote all shares of common stock which I
would be entitled to vote if I were personally present, on all matters listed on the reverse side.
With respect to any shares represented by this Proxy Card/Voting Instruction Form which are votable
and held on behalf of the undersigned in the Corn Products International, Inc. Retirement Savings
Plans (collectively, the Plan), the undersigned directs Fidelity Investments Institutional
Operations Company, Inc., as Trustee of the Plan to vote all such shares on the matters shown, and
in the manner directed on the reverse hereof, unless to do so would be inconsistent with the
Trustees duties. If you wish to vote the Corn Products shares allocated to your Plan account, you
cannot do so in person. You must use this Proxy Card/Voting Instruction Form or submit your voting
instructions via the Internet or telephone. If you do not return your signed Proxy Card/Voting
Instruction Form or provide Internet or telephonic voting instructions on a timely basis for the
shares allocated to your Plan account, those shares will not be voted. If you return a
signed Proxy Card/Voting Instruction Form but do not indicate how the shares should be voted on a
matter, the shares represented by your signed Proxy Card/Voting Instruction Form will be voted by
the Trustee as the Board of Directors recommends.
IF YOU WISH TO VOTE BY THE INTERNET, TELEPHONE OR MAIL,
PLEASE READ THE INSTRUCTIONS ON THE REVERSE SIDE.
Corn Products International, Inc. encourages you to take advantage of convenient ways to vote these shares for matters to be covered at the 2008 Annual Meeting of Stockholders. Please take the opportunity to use one of the three voting methods outlined on the reverse side to cast your ballot.
PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
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Address Changes/Comments: |
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(Continued, and to be signed and dated, on the reverse side.)
5 WESTBROOK CORPORATE CENTER
WESTCHESTER, ILLINOIS 60154
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting
instructions and for electronic delivery of
information until 11:59 P.M. Eastern Time the
day before the cut-off date or meeting date. Have
your proxy card/voting instruction in hand when you access the website and follow the instructions to obtain your
records and to create an electronic voting
instruction form.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your
voting instructions until 11:59 P.M. Eastern
Time the day before the cut-off date or meeting
date. Have your proxy card/voting instruction in hand when you call
and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it
in the postage-paid envelope we have provided or
return it to Corn Products International, Inc.,
c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
If you vote using the Internet or vote by phone,
please do not mail your proxy.
THANK YOU FOR VOTING
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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CORNP1
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KEEP THIS PORTION FOR YOUR RECORDS |
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DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD/VOTING
INSTRUCTION FORM IS VALID ONLY WHEN SIGNED AND DATED.
CORN PRODUCTS INTERNATIONAL, INC.
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THE
DIRECTORS RECOMMEND A VOTE FOR ITEMS
1 AND 2
Vote On Directors
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For
All
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Withhold
All
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For All
Except
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To withhold authority to vote, mark For All Except
and write the nominees number on the line below. |
1. |
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To elect the following
Nominees for a term expiring at
the 2011 annual meeting of stockholders:
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01) |
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Richard J. Almeida
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02) |
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Gregory B. Kenny |
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03) |
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James M. Ringler |
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Vote On Proposal
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For
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Against
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Abstain |
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To ratify the appointment of KPMG LLP as independent registered public accounting firm for the Company for 2008.
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The shares represented by this proxy/voting instruction, when properly executed, will be voted in the manner directed herein by the undersigned Stockholder(s). If no direction is made, this proxy
will be voted FOR items 1 and 2. If any other matters properly come before the meeting, or any
adjournment or adjournments thereof, the persons named in this proxy/voting instruction will vote in
his or her or its discretion.
For
address changes and/or comments, please check this box and write them
on the back where indicated. o
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Yes |
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No |
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Please indicate if you plan to attend this meeting.
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Signature [PLEASE SIGN WITHIN BOX]
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Signature (Joint Owners) |
Date |