ANIXTER INTERNATIONAL INC. (NYSE:AXE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Adoption of 2017 Stock Incentive Plan
On May 25, 2017, the stockholders of Anixter International Inc.
(the Company) approved the 2017 Stock Incentive Plan (the Plan).
The Board of Directors of the Company approved the Plan on
February 23, 2017, subject to the approval of the stockholders.
(the Company) approved the 2017 Stock Incentive Plan (the Plan).
The Board of Directors of the Company approved the Plan on
February 23, 2017, subject to the approval of the stockholders.
The Plan provides for discretionary awards of stock options,
stock, stock units and stock appreciation rights (SARs) to
selected employees, non-employee directors and consultants.
stock, stock units and stock appreciation rights (SARs) to
selected employees, non-employee directors and consultants.
The material terms of the Plan are as follows: The Plan is
administered by the compensation committee of the Board of
Directors (the Committee). The number of shares of common stock
that may be issued under the Plan is 2,000,000. If any award
granted under the Plan expires, terminates or is forfeited or
canceled for any reason, the shares subject to the award will
again be available for issuance. Any shares subject to an award
that are delivered to the Company or withheld by the Company on
behalf of a participant as payment for the award (including the
exercise price of a stock option or SAR) or as payment for any
withholding taxes due in connection with the award will not again
be available for issuance.
administered by the compensation committee of the Board of
Directors (the Committee). The number of shares of common stock
that may be issued under the Plan is 2,000,000. If any award
granted under the Plan expires, terminates or is forfeited or
canceled for any reason, the shares subject to the award will
again be available for issuance. Any shares subject to an award
that are delivered to the Company or withheld by the Company on
behalf of a participant as payment for the award (including the
exercise price of a stock option or SAR) or as payment for any
withholding taxes due in connection with the award will not again
be available for issuance.
Of the shares available for issuance: (i) the maximum number
issuable as stock options or SARs to any employee in any calendar
year is 400,000; (ii) the maximum number issuable as stock awards
or stock unit awards intended to qualify as performance-based
compensation under Section 162(m) of the Internal Revenue Code
granted to any employee in any calendar year is 400,000; (iii)
the maximum number issuable as incentive stock options is
2,000,000; and (iv) the fair market value of awards granted to
non-employee directors in any calendar year, together with cash
compensation paid to such non-employee director in such calendar
year, shall not exceed $1,000,000.
issuable as stock options or SARs to any employee in any calendar
year is 400,000; (ii) the maximum number issuable as stock awards
or stock unit awards intended to qualify as performance-based
compensation under Section 162(m) of the Internal Revenue Code
granted to any employee in any calendar year is 400,000; (iii)
the maximum number issuable as incentive stock options is
2,000,000; and (iv) the fair market value of awards granted to
non-employee directors in any calendar year, together with cash
compensation paid to such non-employee director in such calendar
year, shall not exceed $1,000,000.
>The Committee can grant awards under the Plan until February
23, 2027. The Committee can provide that any award granted under
the Plan shall be subject to the attainment of performance goals,
including those that qualify the award as performance-based
compensation as defined in Section 162(m) of the Internal Revenue
Code.
23, 2027. The Committee can provide that any award granted under
the Plan shall be subject to the attainment of performance goals,
including those that qualify the award as performance-based
compensation as defined in Section 162(m) of the Internal Revenue
Code.
The Plan is filed herewith as Exhibit 10.1. A more detailed
summary of the terms of the Plan appears on pages 10 to 15 of the
Companys Proxy Statement on Schedule 14A, which was filed with
the Securities and Exchange Commission on April 20, 2017 (the
2017 Proxy Statement).
summary of the terms of the Plan appears on pages 10 to 15 of the
Companys Proxy Statement on Schedule 14A, which was filed with
the Securities and Exchange Commission on April 20, 2017 (the
2017 Proxy Statement).
On May 25, 2017, the Committee adopted for use under the Plan
forms of (1) Performance Unit Grant Agreement, (2) Restricted
Stock Unit Grant Agreement, (3) Stock Unit Grant Agreement (for
Directors), and (4) Stock Option Agreement. The forms of
agreements are attached hereto as Exhibits 10.2, 10.3, 10.4 and
10.5.
forms of (1) Performance Unit Grant Agreement, (2) Restricted
Stock Unit Grant Agreement, (3) Stock Unit Grant Agreement (for
Directors), and (4) Stock Option Agreement. The forms of
agreements are attached hereto as Exhibits 10.2, 10.3, 10.4 and
10.5.
Appointment of President and Chief Operating Officer
On May 30, 2017, the Company announced that William A. Galvin,
currently Executive Vice President – Network and Security
Solutions, has been promoted to the position of President and
Chief Operating Officer by its Board of Directors, effective July
1, 2017.
currently Executive Vice President – Network and Security
Solutions, has been promoted to the position of President and
Chief Operating Officer by its Board of Directors, effective July
1, 2017.
In connection with his promotion, Mr. Galvins annual salary will
be increased to $600,000 and his target bonus opportunity will be
increased to $500,000. It is expected at the effective date of
his promotion he will receive a restricted stock unit and
performance unit grant with a total value of $900,000.
be increased to $600,000 and his target bonus opportunity will be
increased to $500,000. It is expected at the effective date of
his promotion he will receive a restricted stock unit and
performance unit grant with a total value of $900,000.
For additional information, reference is made to the Companys
press release, dated May 30, 2017, which is included as Exhibit
99.1 hereto and is incorporated herein by reference.
press release, dated May 30, 2017, which is included as Exhibit
99.1 hereto and is incorporated herein by reference.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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The annual meeting of stockholders was held on May 25, 2017. In
connection with the meeting, proxies were solicited to the
Securities Exchange Act of 1934. The following are the voting
results on proposals considered and voted upon at the meeting,
all of which were described in the Companys 2017 Proxy Statement
filed on April 20, 2017.
connection with the meeting, proxies were solicited to the
Securities Exchange Act of 1934. The following are the voting
results on proposals considered and voted upon at the meeting,
all of which were described in the Companys 2017 Proxy Statement
filed on April 20, 2017.
(1) The Directors of the Company were elected as follows:
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VOTES
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FOR
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AGAINST
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ABSTAINED
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BROKER
NON-VOTES
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Lord James Blyth
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29,126,860
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956,451
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11,929
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1,533,400
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Frederic F. Brace
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26,737,332
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3,345,406
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12,502
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1,533,400
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|||||||
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Linda Walker Bynoe
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29,006,933
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1,076,286
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12,021
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1,533,400
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Robert J. Eck
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29,903,588
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179,540
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12,112
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1,533,400
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|||||||
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Robert W. Grubbs
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29,887,717
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196,020
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11,503
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1,533,400
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F. Philip Handy
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29,110,473
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972,546
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12,221
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1,533,400
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Melvyn N. Klein
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29,109,374
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974,238
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11,628
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1,533,400
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George Muoz
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29,662,129
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421,063
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12,048
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1,533,400
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Scott R. Peppet
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30,011,760
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71,273
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12,207
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1,533,400
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Valarie L. Sheppard
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29,811,369
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274,599
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9,272
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1,533,400
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Stuart M. Sloan
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29,144,747
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938,110
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12,383
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1,533,400
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Samuel Zell
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28,952,397
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1,130,442
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12,401
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1,533,400
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(2) An advisory proposal on the compensation of the Companys
named executive officers was approved by a vote of 29,227,241
shares for and 837,969 shares against with 30,030 shares
abstaining. There were 1,533,400 broker non-votes.
named executive officers was approved by a vote of 29,227,241
shares for and 837,969 shares against with 30,030 shares
abstaining. There were 1,533,400 broker non-votes.
(3) An advisory proposal on the frequency with which stockholders
preferred to vote on the compensation of the Companys named
executive officers received 24,987,857 shares voted in favor of
one year, 23,361 shares voted in favor of two years and 5,076,944
shares voted in favor of three years. There were 7,078 shares
abstaining and 1,533,400 broker non-votes. The Company will hold
another advisory vote on the compensation of its named executive
officers next year in accordance with the frequency receiving the
most votes.
preferred to vote on the compensation of the Companys named
executive officers received 24,987,857 shares voted in favor of
one year, 23,361 shares voted in favor of two years and 5,076,944
shares voted in favor of three years. There were 7,078 shares
abstaining and 1,533,400 broker non-votes. The Company will hold
another advisory vote on the compensation of its named executive
officers next year in accordance with the frequency receiving the
most votes.
(4) The Companys 2017 Stock Incentive Plan was approved by a vote
of 29,382,731 shares for and 682,492 shares against with 30,017
shares abstaining. There were 1,533,400 broker non-votes.
of 29,382,731 shares for and 682,492 shares against with 30,017
shares abstaining. There were 1,533,400 broker non-votes.
(5) The stockholders ratified the appointment of Ernst Young LLP
as the Companys independent auditors for the fiscal year 2017 by
a vote of 31,332,067 shares for and 292,785 shares against with
3,788 shares abstaining.
as the Companys independent auditors for the fiscal year 2017 by
a vote of 31,332,067 shares for and 292,785 shares against with
3,788 shares abstaining.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits:
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Exhibit No.
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Description
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10.1
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Anixter International Inc. 2017 Stock Incentive Plan
(incorporated by reference to Appendix A to the Companys Proxy Statement on Schedule 14A filed on April 20, 2017).* |
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10.2
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Form of Anixter International Inc. 2017 Stock Incentive
Plan Performance Unit Grant Agreement.* |
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10.3
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Form of Anixter International Inc. 2017 Stock Incentive
Plan Restricted Stock Unit Grant Agreement.* |
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10.4
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Form of Anixter International Inc. 2017 Stock Incentive
Plan Stock Unit Grant Agreement (for Directors).* |
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10.5
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Form of Anixter International Inc. 2017 Stock Incentive
Plan Stock Option Agreement.* |
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99.1
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Press Release, dated May 30, 2017, issued by Anixter
International Inc. |
* Compensatory plan or arrangement.
About ANIXTER INTERNATIONAL INC. (NYSE:AXE)
Anixter International Inc. is engaged in the distribution of enterprise cabling and security solutions, electrical and electronic wire and cable products and utility power solutions. The Company provides customers access to inventory management programs, over 270 warehouses and locations in approximately 300 cities across over 50 countries. Its segments include Network & Security Solutions (NSS), Electrical & Electronic Solutions (EES) and Utility Power Solutions (UPS). The NSS segment supplies products and supply chain solutions to customers in various industries. The EES segment supplies various wire and cable products and customized supply chain solutions to the industrial and original equipment manufacturer markets. The UPS segment supplies electrical transmission and distribution products, power plant maintenance, repair and operations supplies and smart-grid products. It caters to industry groups, such as finance, healthcare, retail, transportation, utilities and others. ANIXTER INTERNATIONAL INC. (NYSE:AXE) Recent Trading Information
ANIXTER INTERNATIONAL INC. (NYSE:AXE) closed its last trading session down -0.25 at 75.70 with 53,500 shares trading hands.