IPHS » Topics » Introduction

This excerpt taken from the IPHS DEF 14A filed Apr 27, 2009.

Introduction

The Board recommends that stockholders approve the Innophos Holdings, Inc. 2009 Long Term Incentive Plan (the “2009 LTIP” or the “Plan”) which authorizes the issuance of up to 2,400,000 shares of Common Stock. The purpose of the 2009 LTIP is to encourage selected employees to acquire a proprietary interest in the growth and performance of the Company, to generate an increased incentive to contribute to the Company’s future success and prosperity, thus enhancing the value of the Company for the benefit of its stockholders, and to enhance the Company’s ability to attract and retain exceptionally qualified individuals. It is upon these individuals, in large measure, the sustained progress, growth and profitability of the Company depend.

 

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Table of Contents

This section summarizes the Plan and is qualified in its entirety by the full text of the 2009 LTIP, which is included in Appendix A to this proxy statement. Capitalized terms used in this section are defined in the 2009 LTIP. If approved by stockholders, the Plan will effectively replace the Company’s 2006 Long-Term Equity Incentive Plan (the “2006 Plan” or “2006 LTIP”) and 2005 Executive Stock Option Plan (the “2005 Plan,” together with the 2006 Plan, the “Prior Plans”), which have been the Company’s principal sources of long term incentives since it began operations in 2004. As of March 18, 2009, there were 123,176 shares and 61,225 shares remaining available for issuance under the 2006 Plan and 2005 Plan, respectively, the aggregate of which the Company anticipates most likely will be awarded prior to the date of the Meeting. Also, as of March 18, 2009, the Company had outstanding grants of 1,193,577 options with a weighted average exercise price of $12.74 and weighted average remaining contractual term of 8.31 years, as well as awards of 315,180 performance shares.

The Compensation Committee (in this section, the “Committee”), a fully independent committee of the Board, will be responsible for the administration of the Plan. The 2009 LTIP has been carefully designed to enable the Company to provide equity-based compensation to attract and retain key personnel and to comply with policies used by advisory services in recommending voting action by institutional investors and other stockholders regarding new equity based compensatory plans. Based on one set of such policy guidelines in common use and applied during March 2009, for example:

 

  (i) the cost of the proposed 2009 LTIP as measured through what is known as “shareholder value transfer” (SVT) is less than the allowable upper limit, or “cap,” at 15.0% assigned to the Company’s industry (giving effect to the absence of so-called “liberal share counting rules” and limiting the number of so-called “full value” awards at 1.2 million, both of which features have been provided for in the 2009 LTIP);

 

  (ii) the 2009 LTIP, as discussed in more detail below, forbids re-pricing without stockholder approval;

 

  (iii) although not publicly traded for a full three years, the average of the shares granted/awarded by the Company under the Prior Plans as a percentage of the total weighted shares of Common Stock outstanding (the so-called “average burn rate”) was 1.3% compared to burn rate caps assigned to the Company’s industrial classification of 2.14% and an industry de minimis of 2.0%; and

 

  (iv) although not publicly traded for a full three years, the Company’s “total shareholder return” (or TSR) measured in the same manner as if the so-called “CEO pay for performance policy” were applicable, was positive for the preceding two years (at approximately 46%), while the median for the Company’s industrial classification for the preceding three years was negative (at approximately -5.3%).

The 2009 LTIP is substantially similar to the 2006 Plan with certain changes to update developments in laws and regulations over the past three years and to reflect the Company’s current status of being a more widely held public entity. The Plan allows for the granting and awarding of a wide range of incentive compensation based on the Company’s Common Stock. The Plan is intended to serve as the central vehicle of the Company’s long term incentive program for the next several years.

This excerpt taken from the IPHS DEF 14A filed Apr 28, 2008.

Introduction

This Proxy Statement, the accompanying Proxy Card and Annual Report to Stockholders of Innophos Holdings, Inc., a Delaware corporation (the “Company” or “Innophos”), are being mailed on or about April 30, 2008 to the Company’s stockholders of record on April 23, 2008. The Board of Directors of the Company (the “Board”) is soliciting your proxy to vote your shares of Common Stock at the Company’s 2008 Annual Meeting of Stockholders (the “Meeting”) scheduled to be held on June 6, 2008.

The Board solicits your proxy to give all stockholders the opportunity to vote on matters that will be presented at the Meeting, regardless of whether they can be present in person. This Proxy Statement provides you with information on these matters to assist you in voting your shares.

This excerpt taken from the IPHS DEF 14A filed Apr 19, 2007.

Introduction

This Proxy Statement, the accompanying Proxy Card and Annual Report to Stockholders of Innophos Holdings, Inc., a Delaware corporation (the “Company” or “Innophos”), are being mailed on or about April 18, 2007 to the Company’s stockholders of record on April 13, 2007. The Board of Directors of the Company (the “Board”) is soliciting your proxy to vote your shares of Common Stock at the Company’s 2007 Annual Meeting of Stockholders (the “Meeting”) scheduled to be held on May 24, 2007.

The Board solicits your proxy to give all stockholders the opportunity to vote on matters that will be presented at the Meeting, regardless of whether they can be present in person. This Proxy Statement provides you with information on these matters to assist you in voting your shares.

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