This excerpt taken from the GVHR 8-K filed Feb 23, 2009.
2009 Base Pay
On February 20, 2009, the Compensation Committee (the "Committee") of the Board of Directors of Gevity HR, Inc. (the "Company") approved the 2009 base pay for each of the named executive officers, which remain unchanged from 2008 base pay levels, and are as follows:
2009 Incentive Awards
On February 20, 2009, the Committee approved the incentive compensation award opportunities for 2009 for each of the Company’s named executive officers.
Short-Term Annual Incentive
For Messrs. Benz, Hardee, Hightower and Welsh, the short-term (cash) incentive award will be determined using a weighting of 66.7% company performance metrics: comprised of earnings per share (weighted 50%) and net operating income (weighted 50%). The remaining 33.3% of the award opportunity will be determined at the sole discretion of the Committee taking into account the performance of each individual’s business unit as well as the overall performance of the Company. At target, the total short-term incentive award opportunity will be equivalent to 66.7% of annualized base pay for Messrs. Benz, Hightower and Welsh and 80% of annualized base pay for Mr. Hardee.
Compensation of the Chief Executive Officer
The Committee determined that the CEO’s short-term (cash) incentive award will consist entirely of the same company performance metrics shared by each of the other named executive officers. Namely, these include earnings per share (weighted 50%) and net operating income (weighted 50%). At target, the total short-term incentive will be equivalent to 130% of annualized base pay. The Committee further determined that only the CEO will be compensated under the terms and conditions of the Company’s shareholder-approved 2005 Executive Incentive Compensation Plan, which is designed to be compliant with Section 162(m) of the Internal Revenue Code (as amended). The Committee reserves discretion under the 2005 Executive Incentive Compensation Plan to reduce downward, but not increase, by up to twenty-five (25%) percent of the amount of the incentive award otherwise payable to the CEO.
Equity or Other Awards
The Committee, in furtherance of its compensation philosophy and program, determined long-term incentive compensation awards for the named executive officers and granted non-qualified options to purchase Gevity common stock to each of them under the Company’s 2005 Equity Incentive Plan. The Committee also determined that each named executive officer will be considered for discretionary grants of plan based awards in 2010. Any such grants made by the Committee, in its sole-discretion, will be made under a shareholder-approved plan, using one or more stock incentives, stock awards or other form of compensation available under the applicable plan.
Annual Meeting of Shareholders
The Board of Directors of the Company has set May 20, 2009 as the date of its 2009 Annual Meeting of Shareholders. March 11, 2009 is the record date for determination of shareholders entitled to notice and to vote at the meeting.
Slate of Directors for Election at 2009 Annual Meeting
The following individuals will be standing for re-election as directors of the Company at the next annual meeting of shareholders to be held on May 20, 2009:
Michael J. Lavington
George B. Beitzel
Todd F. Bourell
Paul R. Daoust
Jonathan H. Kagan
David S. Katz
James F. Orr III
Jeffrey A. Sonnenfeld
Daniel J. Sullivan
The information in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing.
This excerpt taken from the GVHR 8-K filed May 28, 2008.
Election of James F. Orr III
On May 21, 2008, the Board of Directors of Gevity HR, Inc. (the “Company”) elected James F. Orr III to serve as a Director of the Company until the next annual meeting of shareholders. Mr. Orr was also appointed to serve as a member of the Company’s Nominating/Corporate Governance Committee.
Mr. Orr has been the Chairman of the Board of Trustees of the Rockefeller Foundation since 2000. Mr. Orr has also served as a Director of American International Group, Inc. since 2006, where he also serves as a member of the Compensation & Management Resources and the Nominating & Corporate Governance Committees.
Approval of Amendment Number One to the Gevity HR, Inc. 2005 Equity Incentive Plan
On May 21, 2008, the shareholders of the Company approved Amendment Number One to the Gevity HR, Inc. 2005 Equity Incentive Plan (the “Amendment”). The Amendment was approved by the Compensation Committee of the Board of Directors on January 21, 2008 and by the Board of Directors on February 20, 2008, subject to shareholder approval.
The Amendment modified the separate 400,000 share limit in the Gevity HR, Inc. 2005 Equity Incentive Plan (the “Plan”), to allow the full pool of shares available for issuance under the Plan to be issued in the form of options, stock awards, stock appreciation rights, dividend equivalent rights, phantom shares and performance units (collectively, “Stock Incentives”). Generally, after the 400,000 share limit is exceeded, each Stock Incentive granted under the Plan other than as an option or stock appreciation right shall reduce the 2,000,000 plans of common stock reserved for issuance under the Plan by three shares for every one share subject to such Stock Incentive.
The foregoing description is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
At its May 21, 2008 meeting of the Board of Directors, the Company declared a dividend of $0.05 per share on outstanding shares of common stock, $0.01 par value per share, of the Company, payable on July 31, 2008, to holders of the common stock of the Company of record on July 15, 2008.
The information in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing.