Integra LifeSciences Holdings DEFA14A 2012
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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INTEGRA LIFESCIENCES HOLDINGS CORPORATION
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Employees of Integra LifeSciences Holdings Corporation (the Company) and its proxy solicitor may use the following information to communicate with certain shareholders about the Companys upcoming Annual Meeting of Stockholders. This information supplements information contained in the Companys definitive proxy statement dated April 13, 2012 (the proxy statement).
Institutional Shareholder Services Proxy Advisory Services (ISS) recommended, in a report dated May 4, 2012, and updated on May 8, 2012, that its clients vote against the Companys director, Thomas J. Baltimore, Jr., and against the Companys advisory vote on executive compensation. In both cases, the Companys Board of Directors (the Board) recommends a vote for.
Please vote FOR Thomas J. Baltimore, Jr.
ISS bases its recommendation against Mr. Baltimore on the fact that he serves on more than two public boards in addition to his own, where he also serves as chief executive officer (CEO), rendering him over-committed pursuant to ISSs purely formulaic calculation on this topic. The Company believes that the facts recommend a different conclusion.
Mr. Baltimore has served with distinction as a director of the Company for five years, all that time with overwhelming support of the stockholders. He has continued to make important contributions on behalf of the Companys stockholders and had perfect attendance at meetings in 2011. The Company believes that ISSs simple more than three standard is inappropriately applied to Mr. Baltimore. During 2011, the company of which Mr. Baltimore is CEO, RLJ Lodging Trust (RLJ), issued shares in the public markets, with the effect of transforming Mr. Baltimore into the CEO and director of a new public company and thereby running afoul of ISSs guideline. Mr. Baltimores job remains essentially the same, and the simple fact of RLJ going public ought not disqualify him from serving on the Board and making valuable contributions to the Company.
Accordingly, the Board reiterates its recommendation that you vote FOR Mr. Baltimore.
Please vote FOR the advisory resolution approving the compensation of the executive officers.
As indicated in its report, ISS bases its negative vote recommendation primarily on its belief that certain elements of compensation paid to the Companys Executive Chairman and former chief executive officer, Stuart M. Essig, and to the Companys current President and Chief Executive Officer, Peter J. Arduini, call into question the Companys commitment to a pay-for-performance philosophy.
The Company believes that ISSs analysis of this compensation is flawed and that the Companys pay practices and philosophy are, in fact, shareholder friendly. Further, certain of these awards were a necessary and appropriate means to recruit the person identified by the Board to best lead the Company, and the equity grants in question were made consistent with the Companys executive compensation and pay-for-performance philosophies. In addition, ISSs primary objections relate to historical compensation decisions that will not recur. We set forth below the reasons that support these points and recommend a vote FOR the resolution approving the compensation of the executive officers.
The Company has a history of shareholder-friendly pay practices and philosophy.
ISSs analysis does not appear to recognize the careful and deliberate considerations and judgments of the Board and compensation committee in assessing the Companys business needs and structuring an appropriate compensation package to promote an effective transition in the CEO role.
The ISS evaluation underemphasizes the significant performance-based components of the Companys executive compensation program, and the consequent low implied value of the equity grants.
The initial ISS report contained relevant factual errors.
For the foregoing reasons, the Company believes that ISSs negative vote recommendation with respect to the Companys advisory vote on executive compensation is unwarranted, that the Companys pay practices and philosophy are aligned with shareholder interests, that primary concerns that ISS has expressed will not in any case exist in 2012, and that an unfavorable result would be a substantial distraction for the Companys management during an important leadership transition. Accordingly, the Board urges you to vote FOR the advisory resolution on executive compensation.