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AN » Topics » DIRECTOR STOCK OWNERSHIP GUIDELINES

This excerpt taken from the AN DEF 14A filed Mar 23, 2009.
DIRECTOR STOCK OWNERSHIP GUIDELINES
 
The Board believes that directors should be stockholders and have a financial stake in the Company. Toward this end, the Board expects that each director will invest at least $100,000 in the Company’s common stock within five years of first becoming a director (prior to February 12, 2009, our Guidelines provided that each director should “own shares of the Company’s common stock having a market value of at least $100,000” – in light of market volatility impacting our stock price, our Guidelines were amended to require each director to “invest at least $100,000” in our common stock). Exceptions to this requirement may only be made by the Board under compelling mitigating circumstances. The following table sets forth information regarding investments made by our directors in our common stock as of March 11, 2009.
 
                               
Name     Number of Shares Owned     Amount Deemed Invested     Progress
Rick L. Burdick
      7,500(1)             $142,500(2)         Achieved  
William C. Crowley
      79,854,240(1), (3)         $788,959,891(4)         Achieved  
David B. Edelson
      —               —         —(5)  
Kim C. Goodman
      4,375(1)             $39,098(6)         39%(7)  
Robert R. Grusky
      5,200(1)             $71,027(6)         71%(8)  
Carlos A. Migoya
      7,000(1)             $122,500(9)         Achieved  
                               
 
(1) Based on filings with the SEC.


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(2) Based on the closing price per share of our common stock on the day the shares were acquired in connection with the exercise of an option.
 
(3) Based on shares held by ESL as of March 11, 2009 (based on publicly available data), less 190,000 options held by Mr. Crowley. Mr. Crowley is the President and Chief Operating Officer of ESL Investments, Inc. Mr. Crowley may be deemed to have indirect beneficial ownership of the shares beneficially owned by ESL. Mr. Crowley disclaims beneficial ownership of all shares of ESL, except the 2,406 shares held by Tynan, LLC.
 
(4) The “Amount Deemed Invested” for Mr. Crowley is based on the closing price per share of our common stock on December 31, 2008 ($9.88). The Company does not have the purchase price data, and such data is not publicly available, with respect to all shares purchased by ESL. Although this does not represent the actual amount paid for the shares, it has been determined that Mr. Crowley clearly meets the director stock ownership guidelines.
 
(5) Mr. Edelson has until July 2013 to meet the above investment requirement.
 
(6) Based on the purchase price paid for the shares, as reported with the SEC.
 
(7) Ms. Goodman has until February 2012 to meet the above investment requirement.
 
(8) Mr. Grusky has until June 2011 to meet the above investment requirement.
 
(9) With respect to 1,000 shares that Mr. Migoya held on the date he became a director, based on the closing price per share of our common stock on such date. For all other shares held by Mr. Migoya, based on the purchase price paid for the shares, as reported with the SEC.
 
This excerpt taken from the AN DEF 14A filed Apr 5, 2007.
DIRECTOR STOCK OWNERSHIP GUIDELINES
 
The Board believes that directors should be stockholders and have a financial stake in the Company. Toward this end, the Board expects that each director will own shares of the Company’s common stock having a market value of at least $100,000 within five years of first becoming a director or adoption of the Director Stock Ownership guideline (October 28, 2003). Exceptions to this requirement may only be made by the Board under compelling mitigating circumstances. This table reflects the number of shares of our common stock (excluding stock options) beneficially owned by our directors, as of March 29, 2007.
 
                                 
    Ownership as of
 		               
    March 29, 2007                
    Number of
 		    Dollar Value of
 		    Ownership
 		    Percentage of
 		   
Name
  Shares(1)     Shares(2)     Requirement     Requirement Met   Compliance Date
 
Robert J. Brown
    1,200     $ 25,272     $ 100,000     25%   October 28, 2008
Rick L. Burdick
    7,500     $ 157,950     $ 100,000     158%   October 28, 2008
William C. Crowley(3)
    49,792,840     $ 1,048,637,210     $ 100,000     1,048,637%   October 28, 2008
Kim C. Goodman
    0       0     $ 100,000     0%   February 5, 2012
Robert R. Grusky
    0       0     $ 100,000     0%   June 22, 2011
Edward S. Lampert(4)
    49,792,840     $ 1,048,637,210     $ 100,000     1,048,637%   October 28, 2008
Carlos A. Migoya
    1,000     $ 21,060     $ 100,000     21%   June 22, 2011
Irene B. Rosenfeld
    8,000     $ 168,480     $ 100,000     168%   October 28, 2008
 
 
(1) The number of shares includes common stock beneficially owned by each director (excluding stock options). For the total number of shares (including stock options) owned by each director as disclosed in accordance with SEC regulations, please see “Security Ownership of Certain Beneficial Owners and Management” on page 46.
 
(2) The value of the shares is based on the closing price of a share of our common stock on the New York Stock Exchange as of March 29, 2007 ($21.06).
 
(3) Mr. Crowley is the President and Chief Operating Officer of ESL Investments, Inc. (“ESL”). Mr. Crowley may be deemed to have indirect beneficial ownership of the shares beneficially owned by ESL. Accordingly, the number of shares includes common stock beneficially owned by ESL. Mr. Crowley disclaims beneficial ownership of all shares of ESL, except the 2,406 shares held by Tynan, LLC.
 
(4) Mr. Lampert is the Chief Executive Officer of ESL. Mr. Lampert may be deemed to have indirect beneficial ownership of the shares beneficially owned by ESL. Accordingly, the number of shares includes common stock beneficially owned by ESL. Mr. Lampert disclaims beneficial ownership of the 2,406 shares held by Tynan, LLC.
 

EXCERPTS ON THIS PAGE:

DEF 14A
Mar 23, 2009
DEF 14A
Apr 5, 2007

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