NATL » Topics » PART III

These excerpts taken from the NATL 10-K filed Mar 12, 2009.
PART I
 
ITEM 1   Business
 
Please refer to “Forward-Looking Statements” following the Index in the front of this Form 10-K.
 
PART I
 
ITEM 1   Business
 
Please refer to “Forward-Looking Statements” following the Index in the front of this Form 10-K.
 
PART I
 
ITEM 1   Business
 
Please refer to “Forward-Looking Statements” following the Index in the front of this Form 10-K.
 
PART I
 
ITEM 1   Business
 
Please refer to “Forward-Looking Statements” following the Index in the front of this Form 10-K.
 
PART I


 















ITEM 1  

Business


 



Please refer to “Forward-Looking Statements”
following the Index in the front of this
Form 10-K.



 




PART I


 















ITEM 1  

Business


 



Please refer to “Forward-Looking Statements”
following the Index in the front of this
Form 10-K.



 




PART I


 















ITEM 1  

Business


 



Please refer to “Forward-Looking Statements”
following the Index in the front of this
Form 10-K.



 




PART I


 















ITEM 1  

Business


 



Please refer to “Forward-Looking Statements”
following the Index in the front of this
Form 10-K.



 




PART II
 
ITEM 5   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
Please refer to “Forward-Looking Statements” following the Index in front of this Form 10-K.
 
PART II
 
ITEM 5   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
Please refer to “Forward-Looking Statements” following the Index in front of this Form 10-K.
 
PART II
 
ITEM 5   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
Please refer to “Forward-Looking Statements” following the Index in front of this Form 10-K.
 
PART II
 
ITEM 5   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
Please refer to “Forward-Looking Statements” following the Index in front of this Form 10-K.
 
PART II


 















ITEM 5  

Market
for Registrant’s Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities



 




Please
refer to “Forward-Looking Statements” following the
Index in front of this
Form 10-K.



 




PART II


 















ITEM 5  

Market
for Registrant’s Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities



 




Please
refer to “Forward-Looking Statements” following the
Index in front of this
Form 10-K.



 




PART II


 















ITEM 5  

Market
for Registrant’s Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities



 




Please
refer to “Forward-Looking Statements” following the
Index in front of this
Form 10-K.



 




PART II


 















ITEM 5  

Market
for Registrant’s Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities



 




Please
refer to “Forward-Looking Statements” following the
Index in front of this
Form 10-K.



 




PART III
 
The information required by the following Items, except as to the information provided below under Item 10, will be included in our definitive Proxy Statement for the 2009 Annual Meeting of Shareholders, which will be filed with the SEC within 120 days after the end of our fiscal year and is incorporated herein by reference.
 
Item 10.   Directors, Executive Officers and Corporate Governance
 
Our Code of Ethics applicable to our Chief Executive Officer and Chief Financial Officer (“Code of Ethics and Conduct”) is posted free of charge in the Corporate Governance Section of our investor relations website (http://invest.natl.com). We also intend to disclose any future amendments to, and any waivers from (though none are anticipated), the Code of Ethics and Conduct in the Corporate Governance section of our website.
 
The information required by this Item 10 is incorporated herein by reference to the information set forth under the captions “Matters to be Considered — Proposal No. 1 Elect Four Directors,” “Management,” “Committee Descriptions, Reports and Meetings” and “Nominations and Shareholder Proposals” in our Proxy Statement.
 
Item 11.   Executive Compensation
 
The information required by this Item 11 is incorporated herein by reference to the information set forth under the captions “Compensation Discussion and Analysis,” “Summary Compensation Table,” “Grants of Plan-Based Awards,” “Outstanding Equity Awards at Fiscal-Year End,” “Option Exercises and Stock Vested,” “Potential Payments Upon Termination or Change in Control” and “2008 Director Compensation” in our Proxy Statement.


82


Table of Contents

Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
The information required by this Item 12 is incorporated herein by reference to the information set forth under the captions “Principal Shareholders” and “Management” in our Proxy Statement.
 
Item 13.   Certain Relationships and Related Transactions, and Director Independence
 
The information required by this Item 13 is incorporated herein by reference to the information set forth under the captions “Certain Relationships and Related Transactions,” “Matters to be Considered — Proposal No. 1 Elect Four Directors” and “Committee Descriptions, Reports and Meetings” in our Proxy Statement.
 
Item 14.   Principal Accountant Fees and Services
 
The information required by this Item 14 is incorporated herein by reference to the information set forth under the captions “Matters to be Considered - Proposal No. 3 Ratification of Our Independent Registered Public Accounting Firm” and “Committee Descriptions, Reports and Meetings” in our Proxy Statement.
 
PART III
 
The information required by the following Items, except as to the information provided below under Item 10, will be included in our definitive Proxy Statement for the 2009 Annual Meeting of Shareholders, which will be filed with the SEC within 120 days after the end of our fiscal year and is incorporated herein by reference.
 
Item 10.   Directors, Executive Officers and Corporate Governance
 
Our Code of Ethics applicable to our Chief Executive Officer and Chief Financial Officer (“Code of Ethics and Conduct”) is posted free of charge in the Corporate Governance Section of our investor relations website (http://invest.natl.com). We also intend to disclose any future amendments to, and any waivers from (though none are anticipated), the Code of Ethics and Conduct in the Corporate Governance section of our website.
 
The information required by this Item 10 is incorporated herein by reference to the information set forth under the captions “Matters to be Considered — Proposal No. 1 Elect Four Directors,” “Management,” “Committee Descriptions, Reports and Meetings” and “Nominations and Shareholder Proposals” in our Proxy Statement.
 
Item 11.   Executive Compensation
 
The information required by this Item 11 is incorporated herein by reference to the information set forth under the captions “Compensation Discussion and Analysis,” “Summary Compensation Table,” “Grants of Plan-Based Awards,” “Outstanding Equity Awards at Fiscal-Year End,” “Option Exercises and Stock Vested,” “Potential Payments Upon Termination or Change in Control” and “2008 Director Compensation” in our Proxy Statement.


82


Table of Contents

Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
The information required by this Item 12 is incorporated herein by reference to the information set forth under the captions “Principal Shareholders” and “Management” in our Proxy Statement.
 
Item 13.   Certain Relationships and Related Transactions, and Director Independence
 
The information required by this Item 13 is incorporated herein by reference to the information set forth under the captions “Certain Relationships and Related Transactions,” “Matters to be Considered — Proposal No. 1 Elect Four Directors” and “Committee Descriptions, Reports and Meetings” in our Proxy Statement.
 
Item 14.   Principal Accountant Fees and Services
 
The information required by this Item 14 is incorporated herein by reference to the information set forth under the captions “Matters to be Considered - Proposal No. 3 Ratification of Our Independent Registered Public Accounting Firm” and “Committee Descriptions, Reports and Meetings” in our Proxy Statement.
 
PART III
 
The information required by the following Items, except as to the information provided below under Item 10, will be included in our definitive Proxy Statement for the 2009 Annual Meeting of Shareholders, which will be filed with the SEC within 120 days after the end of our fiscal year and is incorporated herein by reference.
 
Item 10.   Directors, Executive Officers and Corporate Governance
 
Our Code of Ethics applicable to our Chief Executive Officer and Chief Financial Officer (“Code of Ethics and Conduct”) is posted free of charge in the Corporate Governance Section of our investor relations website (http://invest.natl.com). We also intend to disclose any future amendments to, and any waivers from (though none are anticipated), the Code of Ethics and Conduct in the Corporate Governance section of our website.
 
The information required by this Item 10 is incorporated herein by reference to the information set forth under the captions “Matters to be Considered — Proposal No. 1 Elect Four Directors,” “Management,” “Committee Descriptions, Reports and Meetings” and “Nominations and Shareholder Proposals” in our Proxy Statement.
 
Item 11.   Executive Compensation
 
The information required by this Item 11 is incorporated herein by reference to the information set forth under the captions “Compensation Discussion and Analysis,” “Summary Compensation Table,” “Grants of Plan-Based Awards,” “Outstanding Equity Awards at Fiscal-Year End,” “Option Exercises and Stock Vested,” “Potential Payments Upon Termination or Change in Control” and “2008 Director Compensation” in our Proxy Statement.


82


Table of Contents

Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
The information required by this Item 12 is incorporated herein by reference to the information set forth under the captions “Principal Shareholders” and “Management” in our Proxy Statement.
 
Item 13.   Certain Relationships and Related Transactions, and Director Independence
 
The information required by this Item 13 is incorporated herein by reference to the information set forth under the captions “Certain Relationships and Related Transactions,” “Matters to be Considered — Proposal No. 1 Elect Four Directors” and “Committee Descriptions, Reports and Meetings” in our Proxy Statement.
 
Item 14.   Principal Accountant Fees and Services
 
The information required by this Item 14 is incorporated herein by reference to the information set forth under the captions “Matters to be Considered - Proposal No. 3 Ratification of Our Independent Registered Public Accounting Firm” and “Committee Descriptions, Reports and Meetings” in our Proxy Statement.
 
PART III
 
The information required by the following Items, except as to the information provided below under Item 10, will be included in our definitive Proxy Statement for the 2009 Annual Meeting of Shareholders, which will be filed with the SEC within 120 days after the end of our fiscal year and is incorporated herein by reference.
 
Item 10.   Directors, Executive Officers and Corporate Governance
 
Our Code of Ethics applicable to our Chief Executive Officer and Chief Financial Officer (“Code of Ethics and Conduct”) is posted free of charge in the Corporate Governance Section of our investor relations website (http://invest.natl.com). We also intend to disclose any future amendments to, and any waivers from (though none are anticipated), the Code of Ethics and Conduct in the Corporate Governance section of our website.
 
The information required by this Item 10 is incorporated herein by reference to the information set forth under the captions “Matters to be Considered — Proposal No. 1 Elect Four Directors,” “Management,” “Committee Descriptions, Reports and Meetings” and “Nominations and Shareholder Proposals” in our Proxy Statement.
 
Item 11.   Executive Compensation
 
The information required by this Item 11 is incorporated herein by reference to the information set forth under the captions “Compensation Discussion and Analysis,” “Summary Compensation Table,” “Grants of Plan-Based Awards,” “Outstanding Equity Awards at Fiscal-Year End,” “Option Exercises and Stock Vested,” “Potential Payments Upon Termination or Change in Control” and “2008 Director Compensation” in our Proxy Statement.


82


Table of Contents

Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
The information required by this Item 12 is incorporated herein by reference to the information set forth under the captions “Principal Shareholders” and “Management” in our Proxy Statement.
 
Item 13.   Certain Relationships and Related Transactions, and Director Independence
 
The information required by this Item 13 is incorporated herein by reference to the information set forth under the captions “Certain Relationships and Related Transactions,” “Matters to be Considered — Proposal No. 1 Elect Four Directors” and “Committee Descriptions, Reports and Meetings” in our Proxy Statement.
 
Item 14.   Principal Accountant Fees and Services
 
The information required by this Item 14 is incorporated herein by reference to the information set forth under the captions “Matters to be Considered - Proposal No. 3 Ratification of Our Independent Registered Public Accounting Firm” and “Committee Descriptions, Reports and Meetings” in our Proxy Statement.
 
PART III


 



The information required by the following Items, except as to
the information provided below under Item 10, will be
included in our definitive Proxy Statement for the 2009 Annual
Meeting of Shareholders, which will be filed with the SEC within
120 days after the end of our fiscal year and is
incorporated herein by reference.


 















Item 10.  

Directors,
Executive Officers and Corporate Governance



 



Our Code of Ethics applicable to our Chief Executive Officer and
Chief Financial Officer (“Code of Ethics and Conduct”)
is posted free of charge in the Corporate Governance Section of
our investor relations website
(http://invest.natl.com).
We also intend to disclose any future amendments to, and any
waivers from (though none are anticipated), the Code of Ethics
and Conduct in the Corporate Governance section of our website.


 



The information required by this Item 10 is incorporated
herein by reference to the information set forth under the
captions “Matters to be Considered —
Proposal No. 1 Elect Four Directors,”
“Management,” “Committee Descriptions, Reports
and Meetings” and “Nominations and Shareholder
Proposals” in our Proxy Statement.


 















Item 11.  

Executive
Compensation



 



The information required by this Item 11 is incorporated
herein by reference to the information set forth under the
captions “Compensation Discussion and Analysis,”
“Summary Compensation Table,” “Grants of
Plan-Based Awards,” “Outstanding Equity Awards at
Fiscal-Year End,” “Option Exercises and Stock
Vested,” “Potential Payments Upon Termination or
Change in Control” and “2008 Director
Compensation” in our Proxy Statement.





82





Table of Contents


















Item 12.  

Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters



 



The information required by this Item 12 is incorporated
herein by reference to the information set forth under the
captions “Principal Shareholders” and
“Management” in our Proxy Statement.


 















Item 13.  

Certain
Relationships and Related Transactions, and Director
Independence



 



The information required by this Item 13 is incorporated
herein by reference to the information set forth under the
captions “Certain Relationships and Related
Transactions,” “Matters to be Considered —
Proposal No. 1 Elect Four Directors” and
“Committee Descriptions, Reports and Meetings” in our
Proxy Statement.


 















Item 14.  

Principal
Accountant Fees and Services



 



The information required by this Item 14 is incorporated
herein by reference to the information set forth under the
captions “Matters to be Considered -
Proposal No. 3 Ratification of Our Independent
Registered Public Accounting Firm” and “Committee
Descriptions, Reports and Meetings” in our Proxy Statement.


 




PART III


 



The information required by the following Items, except as to
the information provided below under Item 10, will be
included in our definitive Proxy Statement for the 2009 Annual
Meeting of Shareholders, which will be filed with the SEC within
120 days after the end of our fiscal year and is
incorporated herein by reference.


 















Item 10.  

Directors,
Executive Officers and Corporate Governance



 



Our Code of Ethics applicable to our Chief Executive Officer and
Chief Financial Officer (“Code of Ethics and Conduct”)
is posted free of charge in the Corporate Governance Section of
our investor relations website
(http://invest.natl.com).
We also intend to disclose any future amendments to, and any
waivers from (though none are anticipated), the Code of Ethics
and Conduct in the Corporate Governance section of our website.


 



The information required by this Item 10 is incorporated
herein by reference to the information set forth under the
captions “Matters to be Considered —
Proposal No. 1 Elect Four Directors,”
“Management,” “Committee Descriptions, Reports
and Meetings” and “Nominations and Shareholder
Proposals” in our Proxy Statement.


 















Item 11.  

Executive
Compensation



 



The information required by this Item 11 is incorporated
herein by reference to the information set forth under the
captions “Compensation Discussion and Analysis,”
“Summary Compensation Table,” “Grants of
Plan-Based Awards,” “Outstanding Equity Awards at
Fiscal-Year End,” “Option Exercises and Stock
Vested,” “Potential Payments Upon Termination or
Change in Control” and “2008 Director
Compensation” in our Proxy Statement.





82





Table of Contents


















Item 12.  

Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters



 



The information required by this Item 12 is incorporated
herein by reference to the information set forth under the
captions “Principal Shareholders” and
“Management” in our Proxy Statement.


 















Item 13.  

Certain
Relationships and Related Transactions, and Director
Independence



 



The information required by this Item 13 is incorporated
herein by reference to the information set forth under the
captions “Certain Relationships and Related
Transactions,” “Matters to be Considered —
Proposal No. 1 Elect Four Directors” and
“Committee Descriptions, Reports and Meetings” in our
Proxy Statement.


 















Item 14.  

Principal
Accountant Fees and Services



 



The information required by this Item 14 is incorporated
herein by reference to the information set forth under the
captions “Matters to be Considered -
Proposal No. 3 Ratification of Our Independent
Registered Public Accounting Firm” and “Committee
Descriptions, Reports and Meetings” in our Proxy Statement.


 




PART III


 



The information required by the following Items, except as to
the information provided below under Item 10, will be
included in our definitive Proxy Statement for the 2009 Annual
Meeting of Shareholders, which will be filed with the SEC within
120 days after the end of our fiscal year and is
incorporated herein by reference.


 















Item 10.  

Directors,
Executive Officers and Corporate Governance



 



Our Code of Ethics applicable to our Chief Executive Officer and
Chief Financial Officer (“Code of Ethics and Conduct”)
is posted free of charge in the Corporate Governance Section of
our investor relations website
(http://invest.natl.com).
We also intend to disclose any future amendments to, and any
waivers from (though none are anticipated), the Code of Ethics
and Conduct in the Corporate Governance section of our website.


 



The information required by this Item 10 is incorporated
herein by reference to the information set forth under the
captions “Matters to be Considered —
Proposal No. 1 Elect Four Directors,”
“Management,” “Committee Descriptions, Reports
and Meetings” and “Nominations and Shareholder
Proposals” in our Proxy Statement.


 















Item 11.  

Executive
Compensation



 



The information required by this Item 11 is incorporated
herein by reference to the information set forth under the
captions “Compensation Discussion and Analysis,”
“Summary Compensation Table,” “Grants of
Plan-Based Awards,” “Outstanding Equity Awards at
Fiscal-Year End,” “Option Exercises and Stock
Vested,” “Potential Payments Upon Termination or
Change in Control” and “2008 Director
Compensation” in our Proxy Statement.





82





Table of Contents


















Item 12.  

Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters



 



The information required by this Item 12 is incorporated
herein by reference to the information set forth under the
captions “Principal Shareholders” and
“Management” in our Proxy Statement.


 















Item 13.  

Certain
Relationships and Related Transactions, and Director
Independence



 



The information required by this Item 13 is incorporated
herein by reference to the information set forth under the
captions “Certain Relationships and Related
Transactions,” “Matters to be Considered —
Proposal No. 1 Elect Four Directors” and
“Committee Descriptions, Reports and Meetings” in our
Proxy Statement.


 















Item 14.  

Principal
Accountant Fees and Services



 



The information required by this Item 14 is incorporated
herein by reference to the information set forth under the
captions “Matters to be Considered -
Proposal No. 3 Ratification of Our Independent
Registered Public Accounting Firm” and “Committee
Descriptions, Reports and Meetings” in our Proxy Statement.


 




PART III


 



The information required by the following Items, except as to
the information provided below under Item 10, will be
included in our definitive Proxy Statement for the 2009 Annual
Meeting of Shareholders, which will be filed with the SEC within
120 days after the end of our fiscal year and is
incorporated herein by reference.


 















Item 10.  

Directors,
Executive Officers and Corporate Governance



 



Our Code of Ethics applicable to our Chief Executive Officer and
Chief Financial Officer (“Code of Ethics and Conduct”)
is posted free of charge in the Corporate Governance Section of
our investor relations website
(http://invest.natl.com).
We also intend to disclose any future amendments to, and any
waivers from (though none are anticipated), the Code of Ethics
and Conduct in the Corporate Governance section of our website.


 



The information required by this Item 10 is incorporated
herein by reference to the information set forth under the
captions “Matters to be Considered —
Proposal No. 1 Elect Four Directors,”
“Management,” “Committee Descriptions, Reports
and Meetings” and “Nominations and Shareholder
Proposals” in our Proxy Statement.


 















Item 11.  

Executive
Compensation



 



The information required by this Item 11 is incorporated
herein by reference to the information set forth under the
captions “Compensation Discussion and Analysis,”
“Summary Compensation Table,” “Grants of
Plan-Based Awards,” “Outstanding Equity Awards at
Fiscal-Year End,” “Option Exercises and Stock
Vested,” “Potential Payments Upon Termination or
Change in Control” and “2008 Director
Compensation” in our Proxy Statement.





82





Table of Contents


















Item 12.  

Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters



 



The information required by this Item 12 is incorporated
herein by reference to the information set forth under the
captions “Principal Shareholders” and
“Management” in our Proxy Statement.


 















Item 13.  

Certain
Relationships and Related Transactions, and Director
Independence



 



The information required by this Item 13 is incorporated
herein by reference to the information set forth under the
captions “Certain Relationships and Related
Transactions,” “Matters to be Considered —
Proposal No. 1 Elect Four Directors” and
“Committee Descriptions, Reports and Meetings” in our
Proxy Statement.


 















Item 14.  

Principal
Accountant Fees and Services



 



The information required by this Item 14 is incorporated
herein by reference to the information set forth under the
captions “Matters to be Considered -
Proposal No. 3 Ratification of Our Independent
Registered Public Accounting Firm” and “Committee
Descriptions, Reports and Meetings” in our Proxy Statement.


 




PART III
 
The information required by the following Items, except as to the information provided below under Item 10, will be included in our definitive Proxy Statement for the 2008 Annual Meeting of Shareholders, which will be filed with the SEC within 120 days after the end of our fiscal year and is incorporated herein by reference.
 
Item 10.   Directors, Executive Officers and Corporate Governance
 
Our Code of Ethics applicable to our Chief Executive Officer and Chief Financial Officer (“Code of Ethics and Conduct”) is posted free of charge in the Corporate Governance section of our website (www.NationalInterstate.com). We also intend to disclose any future amendments to, and any waivers from (though none are anticipated), the Code of Ethics and Conduct in the Corporate Governance section of our website.
 
The information required by this Item 10 is incorporated herein by reference to the information set forth under the captions “Matters to be Considered — Proposal No. 1 Elect Four Directors,” “Management,” “Committee Descriptions, Reports and Meetings” and “Nominations and Shareholder Proposals” in our Proxy Statement.
 
Item 11.   Executive Compensation
 
The information required by this Item 11 is incorporated herein by reference to the information set forth under the captions “Compensation Discussion and Analysis,” “Summary Compensation Table,” “Grants of Plan-Based Awards,” “Outstanding Equity Awards at Fiscal-Year End,” “Option Exercises and Stock Vested,” “Potential Payments Upon Termination or Change in Control” and “2007 Director Compensation” in our Proxy Statement.


81


 

Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
The information required by this Item 12 is incorporated herein by reference to the information set forth under the captions “Principal Shareholders” and “Management” in our Proxy Statement.
 
Item 13.   Certain Relationships and Related Transactions, and Director Independence
 
The information required by this Item 13 is incorporated herein by reference to the information set forth under the captions “Certain Relationships or Related Transactions,” “Matters to be Considered — Proposal No. 1 Elect Four Directors” and “Committee Descriptions, Reports and Meetings” in our Proxy Statement.
 
Item 14.   Principal Accountant and Fees
 
The information required by this Item 14 is incorporated herein by reference to the information set forth under the captions “Matters to be Considered — Proposal No. 2 Ratification of Our Independent Registered Public Accounting Firm” and “Committee Descriptions, Reports and Meetings” in our Proxy Statement.
 
PART III


 



The information required by the following Items, except as to
the information provided below under Item 10, will be
included in our definitive Proxy Statement for the 2008 Annual
Meeting of Shareholders, which will be filed with the SEC within
120 days after the end of our fiscal year and is
incorporated herein by reference.


 















Item 10.  

Directors,
Executive Officers and Corporate Governance



 



Our Code of Ethics applicable to our Chief Executive Officer and
Chief Financial Officer (“Code of Ethics and Conduct”)
is posted free of charge in the Corporate Governance section of
our website (www.NationalInterstate.com). We also intend to
disclose any future amendments to, and any waivers from (though
none are anticipated), the Code of Ethics and Conduct in the
Corporate Governance section of our website.


 



The information required by this Item 10 is incorporated
herein by reference to the information set forth under the
captions “Matters to be Considered —
Proposal No. 1 Elect Four Directors,”
“Management,” “Committee Descriptions, Reports
and Meetings” and “Nominations and Shareholder
Proposals” in our Proxy Statement.


 















Item 11.  

Executive
Compensation



 



The information required by this Item 11 is incorporated
herein by reference to the information set forth under the
captions “Compensation Discussion and Analysis,”
“Summary Compensation Table,” “Grants of
Plan-Based Awards,” “Outstanding Equity Awards at
Fiscal-Year End,” “Option Exercises and Stock
Vested,” “Potential Payments Upon Termination or
Change in Control” and “2007 Director
Compensation” in our Proxy Statement.





81





 


















Item 12.  

Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters



 



The information required by this Item 12 is incorporated
herein by reference to the information set forth under the
captions “Principal Shareholders” and
“Management” in our Proxy Statement.


 















Item 13.  

Certain
Relationships and Related Transactions, and Director
Independence



 



The information required by this Item 13 is incorporated
herein by reference to the information set forth under the
captions “Certain Relationships or Related
Transactions,” “Matters to be Considered —
Proposal No. 1 Elect Four Directors” and
“Committee Descriptions, Reports and Meetings” in our
Proxy Statement.


 















Item 14.  

Principal
Accountant and Fees



 



The information required by this Item 14 is incorporated
herein by reference to the information set forth under the
captions “Matters to be Considered —
Proposal No. 2 Ratification of Our Independent
Registered Public Accounting Firm” and “Committee
Descriptions, Reports and Meetings” in our Proxy Statement.


 




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