PRXI » Topics » Introduction

This excerpt taken from the PRXI DEF 14A filed Jul 1, 2009.
Introduction
 
Our fiscal year 2009 was a transition year for our company in many respects, including in our board composition, leadership and executive compensation.
 
On July 23, 2008, Mark A. Sellers and Mark A. Hugh Sam were appointed to our board at the request of Sellers Capital LLC. On January 28, 2009, after the conclusion of the consent solicitation led by Sellers Capital LLC, Sellers Capital Master Fund, Ltd. and their slate of four independent director candidates, we recognized the election of William M. Adams, Christopher J. Davino, Jack Jacobs and Bruce Steinberg to our board. On the same date, Mr. Sellers was elected as chairman of our board. Also during our fiscal year 2009, the following persons resigned as directors: Jonathan F. Miller, on August 18, 2008; James S. Yaffe, on August 18, 2008; Bruce Eskowitz, on August 19, 2008; Harold W. Ingalls, on January 10, 2009; and Arnie Geller, on February 9, 2009. On August 8, 2008, our board determined that the previously announced appointment of Gregg M. Goodman as a director was “administratively ineffectual,” and Mr. Goodman was determined not to be a director. The composition of our compensation committee also changed during our fiscal year 2009. Although Mr. Cretan remained on the committee, the other two members were replaced by Mr. Sellers, who was succeeded by Mr. Adams on June 17, 2009, and Mr. Steinberg, the new chair of our compensation committee.
 
In addition to the significant changes in the composition of our board and compensation committee, our senior management completely changed during our fiscal year 2009. Mr. Eskowitz resigned as our president and chief executive officer on August 19, 2008. We terminated Mr. Geller as our president, chief executive officer and


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chairman of the board and appointed Mr. Davino, then a principal and head of the corporate rescue group of XRoads Solutions Group, LLC, a corporate restructuring management consulting company, as our interim president and chief executive officer on January 28, 2009. Our other management changes during fiscal year 2009 or early fiscal year 2010 included Mr. Ingalls’ resignation as our chief financial officer, Kelli L. Kellar’s resignation as our acting chief financial officer and chief accounting officer, Brian Wainger’s resignation as our vice president and chief legal counsel, and Thomas Zaller’s departure as our vice president of exhibitions. We are in process of rebuilding our management team, and as of the date of this proxy statement, we have only two executive officers — Mr. Davino, our interim president and chief executive officer, and Mr. John A. Stone, our new chief financial officer as of May 13, 2009.
 
The consent solicitation led by Sellers Capital involved six of our nine current directors. In making their case to our shareholders as part of the consent solicitation, these directors strongly criticized the compensation that we paid to our senior executives, our hiring practices, and the governance that we followed in making compensation and hiring decisions. These directors expressed their intent to reform our practices in these areas and to provide compensation for our senior managers that is more clearly aligned with the interests of our shareholders.
 
Due to these transitional events during our fiscal year 2009, we expect that the way we make compensation decisions in the future will follow a dramatically new course.
 
We also expect that there will be significant changes in the magnitude of the compensation that we pay to our executives and non-employee directors. We estimate that the total compensation paid to the company’s executives and non-employee directors during fiscal years 2007, 2008 and 2009 was approximately $2,600,000, $11,500,000 and $6,100,000, respectively. We expect that the new compensation policies and practices adopted by our newly composed compensation committee will result in compensation packages for our executives and non-employee directors that are more appropriate in relation to the company’s size and performance.
 
These excerpts taken from the PRXI 10-K filed Jun 29, 2009.
Introduction
 
Our fiscal year 2009 was a transition year for our company in many respects, including in our board composition, leadership and executive compensation.
 
On July 23, 2008, Mark A. Sellers and Mark A. Hugh Sam were appointed to our board at the request of Sellers Capital LLC. On January 28, 2009, after the conclusion of the consent solicitation led by Sellers Capital LLC, Sellers Capital Master Fund, Ltd. and their slate of four independent director candidates, we recognized the election of William M. Adams, Christopher J. Davino, Jack Jacobs and Bruce Steinberg to our board. On the same date, Mr. Sellers was elected as chairman of our board. Also during our fiscal year 2009, the following persons resigned as directors: Jonathan F. Miller, on August 18, 2008; James S. Yaffe, on August 18, 2008; Bruce Eskowitz, on August 19, 2008; Harold W. Ingalls, on January 10, 2009; and Arnie Geller, on February 9, 2009. On August 8, 2008, our board determined that the previously announced appointment of Gregg M. Goodman as a director was


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“administratively ineffectual,” and Mr. Goodman was determined not to be a director. The composition of our compensation committee also changed during our fiscal year 2009. Although Mr. Cretan remained on the committee, the other two members were replaced by Mr. Sellers, who was succeeded by Mr. Adams on June 17, 2009, and Mr. Steinberg, the new chair of our compensation committee.
 
In addition to the significant changes in the composition of our board and compensation committee, our senior management completely changed during our fiscal year 2009. Mr. Eskowitz resigned as our president and chief executive officer on August 19, 2008. We terminated Mr. Geller as our president, chief executive officer and chairman of the board and appointed Mr. Davino, then a principal and head of the corporate rescue group of XRoads Solutions Group, LLC, a corporate restructuring management consulting company, as our interim president and chief executive officer on January 28, 2009. Our other management changes during fiscal year 2009 or early fiscal year 2010 included Mr. Ingalls’ resignation as our chief financial officer, Kelli L. Kellar’s resignation as our acting chief financial officer and chief accounting officer, Brian Wainger’s resignation as our vice president and chief legal counsel, and Thomas Zaller’s departure as our vice president of exhibitions. We are in process of rebuilding our management team, and as of the date of this report, we have only two executive officers — Mr. Davino, our interim president and chief executive officer, and Mr. John A. Stone, our new chief financial officer as of May 13, 2009.
 
The consent solicitation led by Sellers Capital involved six of our nine current directors. In making their case to our shareholders as part of the consent solicitation, these directors strongly criticized the compensation that we paid to our senior executives, our hiring practices, and the governance that we followed in making compensation and hiring decisions. These directors expressed their intent to reform our practices in these areas and to provide compensation for our senior managers that is more clearly aligned with the interests of our shareholders.
 
Due to these transitional events during our fiscal year 2009, we expect that the way we make compensation decisions in the future will follow a dramatically new course.
 
We also expect that there will be significant changes in the magnitude of the compensation that we pay to our executives and non-employee directors. We estimate that the total compensation paid to the company’s executives and non-employee directors during fiscal years 2007, 2008 and 2009 was approximately $2,600,000, $11,500,000 and $6,100,000, respectively. We expect that the new compensation policies and practices adopted by our newly composed compensation committee will result in compensation packages for our executives and non-employee directors that are more appropriate in relation to the company’s size and performance.
 
Introduction


 



Our fiscal year 2009 was a transition year for our company in
many respects, including in our board composition, leadership
and executive compensation.


 



On July 23, 2008, Mark A. Sellers and Mark A. Hugh Sam were
appointed to our board at the request of Sellers Capital LLC. On
January 28, 2009, after the conclusion of the consent
solicitation led by Sellers Capital LLC, Sellers Capital Master
Fund, Ltd. and their slate of four independent director
candidates, we recognized the election of William M. Adams,
Christopher J. Davino, Jack Jacobs and Bruce Steinberg to our
board. On the same date, Mr. Sellers was elected as
chairman of our board. Also during our fiscal year 2009, the
following persons resigned as directors: Jonathan F. Miller, on
August 18, 2008; James S. Yaffe, on August 18, 2008;
Bruce Eskowitz, on August 19, 2008; Harold W. Ingalls, on
January 10, 2009; and Arnie Geller, on February 9,
2009. On August 8, 2008, our board determined that the
previously announced appointment of Gregg M. Goodman as a
director was





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“administratively ineffectual,” and Mr. Goodman
was determined not to be a director. The composition of our
compensation committee also changed during our fiscal year 2009.
Although Mr. Cretan remained on the committee, the other
two members were replaced by Mr. Sellers, who was succeeded
by Mr. Adams on June 17, 2009, and Mr. Steinberg,
the new chair of our compensation committee.


 



In addition to the significant changes in the composition of our
board and compensation committee, our senior management
completely changed during our fiscal year 2009.
Mr. Eskowitz resigned as our president and chief executive
officer on August 19, 2008. We terminated Mr. Geller
as our president, chief executive officer and chairman of the
board and appointed Mr. Davino, then a principal and head
of the corporate rescue group of XRoads Solutions Group, LLC, a
corporate restructuring management consulting company, as our
interim president and chief executive officer on
January 28, 2009. Our other management changes during
fiscal year 2009 or early fiscal year 2010 included
Mr. Ingalls’ resignation as our chief financial
officer, Kelli L. Kellar’s resignation as our acting chief
financial officer and chief accounting officer, Brian
Wainger’s resignation as our vice president and chief legal
counsel, and Thomas Zaller’s departure as our vice
president of exhibitions. We are in process of rebuilding our
management team, and as of the date of this report, we have only
two executive officers — Mr. Davino, our interim
president and chief executive officer, and Mr. John A.
Stone, our new chief financial officer as of May 13, 2009.


 



The consent solicitation led by Sellers Capital involved six of
our nine current directors. In making their case to our
shareholders as part of the consent solicitation, these
directors strongly criticized the compensation that we paid to
our senior executives, our hiring practices, and the governance
that we followed in making compensation and hiring decisions.
These directors expressed their intent to reform our practices
in these areas and to provide compensation for our senior
managers that is more clearly aligned with the interests of our
shareholders.


 



Due to these transitional events during our fiscal year 2009, we
expect that the way we make compensation decisions in the future
will follow a dramatically new course.


 



We also expect that there will be significant changes in the
magnitude of the compensation that we pay to our executives and
non-employee directors. We estimate that the total compensation
paid to the company’s executives and non-employee directors
during fiscal years 2007, 2008 and 2009 was approximately
$2,600,000, $11,500,000 and $6,100,000, respectively. We expect
that the new compensation policies and practices adopted by our
newly composed compensation committee will result in
compensation packages for our executives and non-employee
directors that are more appropriate in relation to the
company’s size and performance.


 




This excerpt taken from the PRXI 10-K filed May 7, 2009.

Introduction

The following discussion provides information to assist in the understanding of our financial condition and results of operations, and should be read in conjunction with the consolidated financial statements and related notes appearing elsewhere in this report. This discussion and analysis is organized into the following sections:

 

   

Overview;

 

   

Key Exhibitions;

 

   

Results of Operations;

 

   

Liquidity and Capital Resources;

 

   

Contractual Obligations;

 

   

Off-Balance Sheet Arrangements;

 

   

Critical Accounting Policies; and

 

   

Recent Accounting Pronouncements.

These excerpts taken from the PRXI 10-K filed May 7, 2008.
Introduction
 
The following discussion provides information to assist in the understanding of our financial condition and results of operations, and should be read in conjunction with the consolidated financial statements and related notes appearing elsewhere in this report. This discussion and analysis is organized into the following sections:
 
  •  Overview;
 
  •  Key Exhibitions;
 
  •  Results of Operations;
 
  •  Liquidity and Capital Resources;
 
  •  Contractual Obligations;
 
  •  Off-Balance Sheet Arrangements;
 
  •  Critical Accounting Policies; and
 
  •  Recent Accounting Pronouncements.


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Introduction


 



The following discussion provides information to assist in the
understanding of our financial condition and results of
operations, and should be read in conjunction with the
consolidated financial statements and related notes appearing
elsewhere in this report. This discussion and analysis is
organized into the following sections:


 






















































































  • 

Overview;
 
  • 

Key Exhibitions;
 
  • 

Results of Operations;
 
  • 

Liquidity and Capital Resources;
 
  • 

Contractual Obligations;
 
  • 

Off-Balance Sheet Arrangements;
 
  • 

Critical Accounting Policies; and
 
  • 

Recent Accounting Pronouncements.





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This excerpt taken from the PRXI 10-K filed May 10, 2007.
Introduction
 
The following discussion provides information to assist in the understanding of our financial condition and results of operations, and should be read in conjunction with the consolidated financial statements and related notes appearing elsewhere herein. This discussion and analysis is organized into the following sections:
 
  •  Business Overview;
 
  •  Key Exhibitions;


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  •  Results of Operations;
 
  •  Liquidity and Capital Resources;
 
  •  Contractual Obligations;
 
  •  Off-Balance Sheet Arrangements;
 
  •  Critical Accounting Policies; and
 
  •  Recent Accounting Pronouncements.
 
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