PDGI » Topics » Section 16(a) Beneficial Ownership Reporting Compliance

This excerpt taken from the PDGI DEF 14A filed Apr 30, 2007.
Section 16(a) Beneficial Ownership Reporting Compliance
 
Section 16(a) of the Securities Exchange Act of 1934 requires our officers, directors and persons who own more than 10% of our common stock to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Based on our review of the Forms 3 and 4 submitted to us during and for 2006, we believe that our directors, executive officers and 10% stockholders have complied with all Section 16(a) filing requirements with the following exceptions: Form 4 filed by Jack Levine, C.P.A. on February 2, 2006, Form 4 filed by Arnold Golieb on February 2, 2006, Form 4 filed by Marc LeBel on May 16, 2006, Form 4 filed by David Natan on May 16, 2006, Form 3 filed by Johane Boucher-Champagne on May 11, 2006 and Form 3 filed by Mark Di Ianni on April 23, 2007. We have instituted a new internal policy which will facilitate the process under which we file future Forms 3 and Forms 4 in order to timely file all future Forms 3 and Forms 4.


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Compensation Discussion and Analysis
 
This Compensation Discussion and Analysis explains the principles underlying our compensation policies and decisions and the principal elements of compensation paid to our executive officers during 2006. Our Chief Executive Officer, Chief Financial Officer and the other executive officers included in the Summary Compensation Table will be referred to as the “named executive officers” for purposes of this discussion. In general, the compensation principles for our named executive officers are similar to those of all our other executive officers.
 
Compensation Objectives and Philosophy
 
The Compensation Committee, also referred to herein as the Committee, of the Board of Directors is responsible for the following:
 
  •  to discharge the Board’s responsibilities relating to compensation of our directors and named executive officers;
 
  •  to have overall responsibility for approving and evaluating our director and officer compensation plans, policies and programs;
 
  •  to have responsibility for producing an annual report on executive compensation for inclusion in our proxy statement; and
 
  •  to review and discuss with PDGI management, the Compensation Discussion & Analysis which is included in PDGI’s annual Proxy Statement.
 
As part of this process, the Committee seeks to accomplish the following objectives with respect to our executive compensation programs:
 
  •  to motivate, recruit and retain executives capable of meeting our strategic objectives;
 
  •  to provide incentives to ensure superior executive performance and successful financial results for us; and
 
  •  to align the interests of executives with the long-term interests of our stockholders.
 
The Committee seeks to achieve these objectives by:
 
  •  establishing a compensation structure that is both market competitive and internally fair, taking into account the value of the position in the marketplace;
 
  •  linking a substantial portion of compensation to our achievement of long-term and short-term financial objectives and the individual’s contribution to the attainment of those objectives;
 
  •  providing risk for underachievement and upward leverage for overachievement of goals; and
 
  •  providing long-term equity-based incentives and encouraging direct share ownership by executives with the intention of providing incentive-based compensation to encourage a long-term focus on company profitability and stockholder value.
 
This excerpt taken from the PDGI DEF 14A filed Jul 24, 2006.
Section 16(a) Beneficial Ownership Reporting Compliance
 
Section 16(a) of the Securities Exchange Act of 1934 requires our officers, directors and persons who own more than 10 percent of our common stock to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Based on our review of the Forms 3 and 4 submitted to us during and for fiscal 2005, we believe that our directors, executive officers and 10% stockholders have complied with all Section 16(a) filing requirements.
 
This excerpt taken from the PDGI 10-K filed May 1, 2006.
Section 16(a) Beneficial Ownership Reporting Compliance
 
Section 16(a) of the Securities Exchange Act of 1934 requires our officers, directors and persons who own more than 10 percent of our common stock to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Based on our review of the Forms 3 and 4 submitted to us during and for fiscal 2005, we believe that our directors, executive officers and 10% stockholders have complied with all Section 16(a) filing requirements.
 
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