Annual Reports

  • 10-K (Mar 13, 2014)
  • 10-K (Mar 14, 2013)
  • 10-K (Mar 14, 2012)
  • 10-K (Mar 15, 2011)
  • 10-K (Mar 16, 2010)
  • 10-K (Mar 13, 2009)

 
Quarterly Reports

 
8-K

 
Other

Spartan Motors DEF 14A 2009

Documents found in this filing:

  1. Def 14A
  2. Graphic
  3. Graphic
  4. Graphic
  5. Graphic
Spartan Motors Definitive Proxy - 04/20/09

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.          )

 

Filed by the Registrant    x

   
 

Filed by a Party other than the Registrant    o

   
 

Check the appropriate box:

   

o

Preliminary Proxy Statement

   

o

Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

   

x

Definitive Proxy Statement

   

o

Definitive Additional Materials

   

o

Soliciting Material Pursuant to § 240.14a-12


SPARTAN MOTORS, INC.


(Name of Registrant as Specified in Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)


Payment of Filing Fee (Check the appropriate box):

x

No fee required.

o

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

   

(1)

Title of each class of securities to which transaction applies:

 
 

(2)

Aggregate number of securities to which transaction applies:

 
 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 
 

(4)

Proposed maximum aggregate value of transaction:

 
 

(5)

Total fee paid:

 
 

o

Fee paid previously with preliminary materials.

 
 

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

   

(1)


Amount previously paid:


   

(2)


Form, Schedule or Registration Statement No.:


   

(3)


Filing party:


   

(4)


Date filed:






Spartan Motors, Inc.


1000 Reynolds Rd. - Charlotte, MI 48813 - USA
Telephone 517.543.6400 - Facsimile 517.541.3292
Web Page - www.spartanmotors.com



April 20, 2009

To Our Shareholders:

          You are cordially invited to attend the annual meeting of shareholders of Spartan Motors, Inc. on Wednesday, May 20, 2009, at 4:30 p.m., local time. The annual meeting will be held at the Eaton Area Senior Center located at 804 South Cochran Avenue, Charlotte, Michigan 48813.

          At the annual meeting, we will vote on the election of Directors and the ratification of the appointment of BDO Seidman, LLP as our independent registered public accounting firm for the current fiscal year. In addition, you will hear a report on Spartan Motors' business activities. On the following pages you will find the notice of annual meeting of shareholders and the Proxy Statement. We are mailing the Proxy Statement and enclosed proxy card to our shareholders on or about April 20, 2009.

          It is important that your shares be represented at the annual meeting, regardless of how many shares you own. Whether or not you plan to attend the annual meeting, please sign, date and return the enclosed proxy card as soon as possible or vote by Internet following instructions on the proxy card. Sending a proxy card or voting by Internet will not affect your right to vote in person if you attend the meeting.

 

Sincerely,

John E. Sztykiel
President and Chief Executive Officer




Your vote is important. Even if you plan to attend the meeting,
PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY.




Spartan Motors, Inc.


1000 Reynolds Rd. - Charlotte, MI 48813 - USA
Telephone 517.543.6400 - Facsimile 517.541.3292
Web Page - www.spartanmotors.com


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Our Shareholders:

          You are cordially invited to attend the 2009 annual meeting of shareholders of Spartan Motors, Inc. The meeting will be held on Wednesday, May 20, 2009, at 4:30 p.m., local time, at the Eaton Area Senior Center located at 804 South Cochran Avenue, Charlotte, Michigan 48813. At the meeting, we will:

 

(1)

consider and vote on the election of two Directors to three-year terms expiring in 2012;

 

 

 

 

(2)

consider and vote on the ratification of the appointment of BDO Seidman, LLP as Spartan Motors' independent registered public accounting firm for the current fiscal year; and

 

 

 

 

(3)

transact such other business as may properly come before the annual meeting.

          You may vote at the meeting only if you were a shareholder of record of Spartan Motors common stock at the close of business on April 2, 2009.

          Copies of the annual report to shareholders for the year ended December 31, 2008 and the annual report on Form 10-K for the fiscal year ended December 31, 2008 are enclosed with this notice. We are mailing the following Proxy Statement and enclosed proxy card to our shareholders on or about April 20, 2009.

          Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on May 20, 2009. Our Proxy Statement, Annual Report to Shareholders, and Form 10-K are available on the internet at www.spartanmotors.com/asm.

Sincerely,

James W. Knapp
Secretary

Charlotte, Michigan
April 20, 2009


Your vote is important. Even if you plan to attend the meeting,
PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY.




SPARTAN MOTORS, INC.

ANNUAL MEETING OF SHAREHOLDERS

MAY 20, 2009

PROXY STATEMENT


Introduction


Use of Terms

          In this Proxy Statement, "we," "us," "our," the "Company," "Spartan Motors," and "Spartan" refer to Spartan Motors, Inc., and "you" and "your" refer to shareholders of Spartan Motors.

Time and Place of Annual Meeting

          You are cordially invited to attend the 2009 annual meeting of shareholders of Spartan Motors, Inc. The annual meeting will be held on Wednesday, May 20, 2009, at 4:30 p.m., local time, at the Eaton Area Senior Center located at 804 South Cochran Avenue, Charlotte, Michigan 48813.

Solicitation of Proxies

          This Proxy Statement and the enclosed proxy card are being furnished to you in connection with the solicitation of proxies by Spartan Motors' Board of Directors for use at the annual meeting, and any adjournment of the meeting.

Mailing Date

          This Proxy Statement is being mailed on and after April 20, 2009 to Spartan Motors' shareholders as of the record date.

Purposes of the Meeting

          The purposes of the annual meeting are to consider and vote on:

 

the election of two Directors to three-year terms expiring in 2012;

 

 

 

 

the ratification of the appointment of BDO Seidman, LLP as the independent registered public accounting firm for the current fiscal year;

 

 

 

 

such other business as may properly come before the meeting.

          We do not know of any other matters to be presented for consideration at the annual meeting. If any other matters are presented, the persons named as proxies on the enclosed proxy card will have discretionary authority to vote on those matters in accordance with their judgment.

Record Date

          You may vote at the meeting if you were a shareholder of record of Spartan Motors common stock on April 2, 2009. Each such shareholder is entitled to one vote per share on each matter presented for a shareholder vote at the meeting.

          As of April 2, 2009, there were 32,446,551 shares of Spartan Motors common stock outstanding.

How to Vote Your Shares

          If you are a shareholder of record, that is, your common stock is registered directly in your name with the transfer agent, American Stock Transfer & Trust Co., you may vote by returning the enclosed proxy card. If you

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properly complete and sign the enclosed proxy card and return it so that we receive it before the meeting, the shares of Spartan Motors common stock represented by your proxy will be voted at the annual meeting and any adjournment of the annual meeting, as long as you do not revoke the proxy before or at the meeting.

          If voting by Internet, go to the website printed on the proxy card or www.voteproxy.com and enter the control number printed on the proxy card. Your control number is the eleven digit number located beneath the Company name and account number on the upper right side of your proxy material. Proceed to follow the instructions provided.

          Regardless of how you vote, if you specify a choice, your shares will be voted as specified. If you do not specify a choice on your signed, returned proxy, your shares will be voted for: (1) the election of all nominees for Director named in this Proxy Statement, (2) the ratification of the appointment of BDO Seidman, LLP as Spartan Motors' independent registered public accounting firm for the current fiscal year, and (3) with respect to any other matters that may come before the meeting or any adjournment of the meeting, in accordance with the discretion of the persons named as proxies on the proxy card.

"Street Name" Shareholders

          If you hold your shares in "street name," that is, your shares are registered in the name of a bank, broker or other nominee, which we will collectively refer to as your "broker," your broker must vote your shares if you provide it with proper and timely voting instructions. Please check the voting forms and instructions provided by your broker or its agent.

How to Revoke Your Proxy

          If you are a shareholder of record, you may revoke your proxy at any time before it is voted at the meeting by doing any of the following four things:

 

by delivering written notice of revocation to Spartan Motors' Corporate Secretary, 1000 Reynolds Road, Charlotte, Michigan 48813;

 

 

 

 

by delivering a proxy card bearing a later date than the proxy that you wish to revoke;

 

 

 

 

by casting a subsequent vote via Internet; or

 

 

 

 

by attending the meeting and voting in person.

          Your last vote properly received before the meeting is the vote that will be counted. Please note that attending the meeting will not by itself revoke your proxy.

          If you are a street name holder and have instructed your broker to vote your shares, you must follow directions from your broker to change your vote.

Quorum

          In order for business to be conducted at the meeting, a quorum must be present. The presence in person or by properly executed proxy of the holders of a majority of all of the issued and outstanding shares of Spartan Motors common stock entitled to vote is necessary for a quorum at the meeting. For purposes of determining whether a quorum is present, we will include shares that are present or represented by proxy, including abstentions and broker non-votes.

Adjournment

          The shareholders present at the meeting, in person or represented by proxy, may by a majority vote adjourn the meeting despite the absence of a quorum. If there is not a quorum at the meeting, we expect to adjourn the meeting to solicit additional proxies.


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Required Votes

          Election of Directors. A plurality of the shares voting is required to elect directors. This means that if there are more nominees than positions to be filled, the nominees who receive the most votes will be elected to the open Director positions. In counting votes on the election of Directors, abstentions, broker non-votes and other shares not voted will be counted as not voted. These shares will be deducted from the total shares of which a plurality is required.

          Other Matters. The proposal to ratify the appointment of BDO Seidman, LLP as Spartan Motors' independent registered public accounting firm for the current fiscal year will be approved if a majority of the shares voted at the meeting are voted in favor of the proposal. In counting votes on this proposal, abstentions and broker non-votes will not be counted as voted. Shares that are not voted will be deducted from the total shares of which a majority is required.

          We do not know of any other matters to be presented for shareholder action at the annual meeting.

          Broker Non-Votes. A broker non-vote occurs when a shareholder holds his or her stock through a broker and the broker does not vote those shares. This usually occurs because the broker has not received timely voting instructions from that shareholder and the broker does not have discretionary voting power for the particular item upon which the vote is taken.

          It is important that you instruct your broker how to vote shares held by you in street name using the vote instruction form provided by your broker. Your broker should vote your shares as you direct if you provide timely instructions on how to vote by following the information provided to you by your broker.


Election of Directors


Nominees for Election

          The Board of Directors proposes that the following two individuals be elected as Directors of Spartan Motors for three-year terms expiring at the annual meeting of shareholders to be held in 2012:

Kenneth Kaczmarek
John E. Sztykiel

          Each nominee is presently a Director of Spartan Motors whose term will expire at the annual meeting. Biographical information concerning the nominees appears below under the heading "Spartan Motors' Board of Directors and Executive Officers," beginning on page six.

          The persons named as proxies in the proxy card intend to vote for the election of each of the nominees. The proposed nominees are willing to be elected and to serve as Directors of Spartan Motors. However, if any or all of the nominees become unable to serve or otherwise unavailable for election, which we do not anticipate, the incumbent Board of Directors may or may not select a substitute nominee or nominees. If a substitute nominee or nominees is or are selected, the shares represented by your proxy card will be voted for the election of the substitute nominee(s), unless you give other instructions. If a substitute is not selected, all proxies will be voted for the election of the remaining nominee(s). Proxies will not be voted for more than two nominees.

          Your Board of Directors recommends that you vote FOR election of each nominee.


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Ownership of Spartan Motors Stock


Five Percent Shareholders

          The following table sets forth information as to each person or other entity (including any group) known to Spartan Motors to have been the beneficial owner of more than five percent of Spartan Motors' outstanding shares of common stock as of April 2, 2009 (or any different dates specified in the footnotes to the table):



Name and Address of
Beneficial Owner


 


Sole
Voting
Power


 


Sole
Dispositive
Power


 

Shared
Voting or
Dispositive
Power


 


Total
Beneficial
Ownership


 



Percent
of Class


 

 

 

 

 

 

 

 

 

 

 

 

William F. Foster(1)

 

1,347,433

 

1,347,433

 

550,815

 

1,898,248

 

5.85

%

 

 

 

 

 

 

 

 

 

 

 

 

Barclay's Global Investors, NA(2)
   400 Howard Street
   San Francisco, California 94105

 

2,225,619

 

2,833,085

 

-

 

2,833,085

 

8.73

%

 

 

 

 

 

 

 

 

 

 

 

 

Munder Capital Management(3)
Munder Capital Center
   480 Pierce Street
   Birmingham, Michigan  48009

 

1,713,000

 

1,750,712

 

-

 

1,750,712

 

5.40

%

 

 

 

 

 

 

 

 

 

 

 

 

First Manhattan Co.(4)
   437 Madison Avenue
   New York, New York  10022

 

1,019,125

 

1,019,125

 

645,334

 

1,664,459

 

5.13

%

                             

(1)

For Mr. Foster, these numbers include shares subject to options that were exercisable on, or within 60 days after, April 2, 2009, granted under Spartan Motors' stock option plans, and shares that Mr. Foster had the right to acquire through the exercise of Stock Appreciation Rights exercisable on, or within 60 days after, April 2, 2009. For Mr. Foster the number of shares subject to such options was 112,497, and the number of shares that he has the right to acquire through the exercise of Stock Appreciation Rights was 540 (based on the closing price of the Company's common stock on April 2, 2009, which was $4.95). This information is based on information provided by Mr. Foster and Company records. Mr. Foster's address is c/o Spartan Motors, Inc., 1000 Reynolds Road, Charlotte, Michigan 48813.

 

 

(2)

Based on information set forth in a Schedule 13G filed with the SEC on February 5, 2009. The Schedule 13G indicates that, as of December 31, 2008, Barclay's Global Investor, NA was considered the beneficial owner of 2,833,085 shares of Spartan Motors common stock.

 

 

(3)

Based on information set forth in a Schedule 13G filed with the SEC on February 12, 2009. The Schedule 13G indicates that as of December 31, 2008, Munder Capital Management was considered the beneficial owner of 1,750,712 shares of Spartan Motors common stock as a result of serving as an investment advisor to various clients.

 

 

(4)

Based on information set forth in a Schedule 13G filed with the SEC on February 10, 2009. The Schedule 13G indicates that First Manhattan Co. was considered the beneficial owner of 1,664,459 shares of Spartan Motors common stock as a result of serving as an investment advisor to various clients. The Schedule 13G indicates that First Manhattan Co. had shared voting power over 545,684 shares of Spartan Motors common stock and shared dispositive power over 645,334 shares of Spartan Motors common stock and sole power to vote and dispose of 1,019,125 shares of Spartan Motors common stock.


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Security Ownership of Management

          The following table sets forth the number of shares of common stock that each of Spartan Motors' Directors and nominees for Director, each of the named executive officers (as that term is defined in the Summary Compensation Table on page 17) and all Directors and executive officers (including all named persons) as a group beneficially owned as of April 2, 2009:

 

 

Amount and Nature of
Beneficial Ownership(1)


 

 




Name of Beneficial Owner





 



Sole Voting
and Dispositive
Power(2)





 



Shared Voting
or Dispositive
Power(3)





 



Total
Beneficial
Ownership(2)(3)





 




Percent of
Class


 

 

 

 

 

 

 

 

 

 

William F. Foster

 

1,347,433

 

550,815

 

1,898,248

 

5.85

%

John E. Sztykiel

 

647,809

 

145,028

 

792,837

 

2.44

%

David R. Wilson

 

213,148

 

23,625

 

236,773

 

*

 

George Tesseris

 

149,616

 

12,375

 

161,991

 

*

 

Charles E. Nihart(4)

 

124,576

 

--

 

124,576

 

*

 

Richard J. Schalter(5)

 

39,852

 

8,993

 

48,845

 

*

 

Kenneth Kaczmarek

 

63,824

 

--

 

63,824

 

*

 

James W. Knapp

 

55,300

 

14,378

 

69,678

 

*

 

Hugh W. Sloan, Jr.

 

22,445

 

--

 

22,445

 

*

 

Richard R. Current

 

5,000

 

--

 

5,000

 

*

 

James L. Logan

 

31,622

 

--

 

31,622

 

*

 

Thomas T. Kivell

 

--

 

--

 

--

 

*

 

All Directors and executive
   officers as a group

 


2,700,625

 


755,214

 


3,455,839

 


10.65


%

_______________________
*Less than 1%.

(1)

The number of shares stated is based on information provided by each person listed and includes shares personally owned of record by the person and shares which, under applicable regulations, are considered to be otherwise beneficially owned by the person.

 

 

(2)

These numbers include shares held directly and shares subject to options that are currently exercisable or that are exercisable within 60 days after April 2, 2009, that were awarded under Spartan Motors' 1994 Incentive Stock Option Plans, the Stock Option and Restricted Stock Plan of 1998, the Stock Option and Restricted Stock Plan of 2003, the Stock Incentive Plan of 2005, and the Stock Incentive Plan of 2007. These numbers also include shares that the named individual has a right to acquire through the exercise of Stock Appreciation Rights which entitle the holder to obtain a number of shares of common stock having a value equal to the difference between the market value of the stock at exercise and the exercise price of the Rights multiplied by the number of shares being exercised. For the purposes of this table, we have used the closing price of the Company's common stock on April 2, 2009 as the market value, which was $4.95. The number of shares subject to such stock options, and the number of shares that may be acquired upon the exercise of such Stock Appreciation Rights, is shown below for each listed person:


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Options


 

SARs


 

John E. Sztykiel

134,997

 

864

 

William F. Foster

112,497

 

540

 

David R. Wilson

148,500

 

648

 

George Tesseris

94,500

 

302

 

Charles E. Nihart

78,750

 

302

 

Richard J. Schalter

-

 

-

 

Kenneth Kaczmarek

7,875

 

302

 

James W. Knapp

-

 

540

 

Hugh W. Sloan, Jr.

-

 

-

 

James L. Logan

-


 

432


 

All Directors and executive officers as a group

577,119


 

3,930



(3)

These numbers include shares over which the listed person is legally entitled to share voting or dispositive power by reason of joint ownership, trust or other contract or property right, and shares held by spouses, children or other relatives over whom the listed person may have substantial influence by reason of relationship.

 

 

(4)

Mr. Nihart will not be standing for re-election when his current term ends on May 20, 2009.

 

 

(5)

Mr. Schalter resigned from the Company on December 29, 2008.



Spartan Motors' Board of Directors and Executive Officers


          Spartan Motors' Board of Directors currently consists of eight Directors. The Board of Directors is divided into three classes, with each class as nearly equal in number as possible. Each class of directors serves a successive three-year term.

          Biographical information concerning Spartan Motors' Directors, executive officers and persons who are nominated for election to the Board of Directors is presented below.

Nominees for Election as Directors with Terms Expiring in 2009

          John E. Sztykiel (age 52) has been a Director since 1988. Mr. Sztykiel has been Spartan Motors' President since December 1992 and Chief Executive Officer since June 2002. He was the Chief Operating Officer from December 1992 to June 2002. Mr. Sztykiel previously served as the Executive Vice President and Vice President of Sales of Spartan Motors from 1989 to 1990. From 1985 to 1989, he was the Director of Marketing - Diversified Products Group.

          Kenneth Kaczmarek (age 69) has been a Director since 2003. Mr. Kaczmarek brings nearly four decades of automotive and heavy-truck industry experience to the Board of Directors. Prior to joining the Board of Directors, Mr. Kaczmarek was an independent consultant to the automotive industry from 1996 to 2000. From 1994 to 1996, Mr. Kaczmarek had various executive responsibilities, including service as President of Volvo Truck Finance during its start-up phase. From 1981 to 1994, he was the Chief Financial Officer and Executive Vice President of Finance of Volvo GM Heavy Truck Corporation.

Directors with Terms Expiring in 2011

          Richard R. Current (age 64) was appointed to the Board of Directors in 2008. Since November 1999, Mr. Current has served as Vice President and Chief Financial Officer of Neogen Corporation. In 2007, he was given the

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added title of Secretary. Prior to joining Neogen, Mr. Current served as Executive Vice President and Chief Financial Officer of Integral Vision, Inc. from 1994 to 1999 and as Vice President and Chief Financial Officer of The Shane Group, Inc., a privately held company, from 1991 to 1994. Mr. Current was associated with the public accounting firm of Ernst & Young for 24 years and served as Managing Partner of the Lansing, Michigan office from 1986 to 1991.

          William F. Foster (age 67) has been a Director since 1978. Mr. Foster, a firefighter for approximately 30 years, is a founder of Spartan Motors and has served as its Vice President since 1976. From 1965 to 1975, Mr. Foster served as a designer draftsman for Diamond Reo Trucks, Inc.

          Hugh W. Sloan, Jr. (age 68) was appointed to the Board of Directors in 2007. Since 1998, Mr. Sloan has served as the Deputy Chairman of the Board of Directors of Woodbridge Foam Corporation, a leading supplier of urethane technologies to the automotive industry. For more than 20 years, Mr. Sloan held various management positions with Woodbridge, including President of the company's automotive group. Mr. Sloan is also a Director of Manulife Financial Corporation, a leading Canadian-based financial services group whose stock trades on the New York, Toronto, and Pacific Stock Exchanges. Mr. Sloan is also a Director of Wescast Industries, an automotive supplier whose stock trades on the Toronto Stock Exchange.

Directors with Terms Expiring in 2010

          George Tesseris (age 77) has been a Director since 1984. Mr. Tesseris has been a practicing partner with the law firm of Tesseris, P.C. (formerly Tesseris and Crown, P.C.) since 1981. From 1972 to 1981, Mr. Tesseris was a partner in the law firm of Church, Wyble, Kritselis and Tesseris.

          David R. Wilson (age 73) has been a Director since 1996 and Chairman of the Board since June 2002. Since 1993, Mr. Wilson has been an independent consultant to the automotive and commercial vehicle industry. From 1982 to 1993, Mr. Wilson was Vice President of Volvo GM Heavy Duty Truck Corporation and from 1979 to 1982, Mr. Wilson served as general manager of field operations for Mercedes Benz of North America.

Directors not Standing for Re-election

          Charles E. Nihart (age 72) has been a Director since 1984. Mr. Nihart, a certified public accountant consultant, established the certified public accounting firm of Nihart and Nihart, P.C., in 1972. The Lansing offices of Nihart and Nihart merged with Maner, Costerison and Ellis, P.C., C.P.A., on January 1, 1989. Mr. Nihart was affiliated with the firm on a consulting basis until 2001. Mr. Nihart is the former owner and President of AARO Rentals, Inc., of Lansing, Michigan, a rental company of heavy duty equipment, which he sold in 2000.

Executive Officers Who Are Not Directors

          James W. Knapp (age 63) has been the Chief Financial Officer, Secretary and Treasurer since July 2002. He was appointed Senior Vice President in July 2004 and appointed as Chief Compliance Officer in August 2008. Mr. Knapp, a certified public accountant, has a background that includes more than three decades in finance, operations and information systems. Prior to joining Spartan Motors, he served as Chief Financial Officer of G&T Industries, a privately held manufacturing and distribution firm, from 1997 to January 2002. He was an independent consultant from January 2002 through June 2002. He also served for eight years with Smiths Industries, a publicly traded London-based manufacturer of aerospace, medical and industrial products, in the positions of Vice President of Finance and Information Technology for North American Aerospace and, earlier, Vice President of Finance and Administration for the Grand Rapids, Michigan division. Additionally, he spent 10 years in finance and operations with Herman Miller, Inc., a publicly traded office furniture manufacturer.


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          Thomas T. Kivell (age 56) joined the Company as Vice President and General Counsel on November 17, 2008. Mr. Kivell joined Spartan from GE Aviation, where he served as general counsel to its Digital Systems business unit, and its predecessor, Smiths Aerospace, since 1996. During his tenure there, he was the senior legal staff member responsible for the Electronic Systems unit of Smiths Aerospace, and served as the sole attorney for Smiths Aerospace in the United States over a four-year period. In 2002, he was a founder of a new legal and compliance department for Smiths Aerospace, unifying several other legal and compliance departments. Prior to his position with GE Aviation and Smiths Aerospace, he was co-owner and CEO of a general design and contracting firm. Mr. Kivell also founded and managed a private law practice. In his career, he has also served in legal counsel and contract management positions for Armored Vehicle Technologies Associated a joint venture between General Dynamics Land Systems and FMC Corporation, and with General Dynamics Land Systems. Before beginning his legal career, Mr. Kivell was a project engineer for tracked military vehicle programs.

Board Meetings, Annual Meeting and Committees

          Spartan Motors' Board of Directors held 23 meetings during 2008. Each incumbent Director attended at least 75% of the aggregate of (1) the total number of Board of Directors meetings and (2) the total number of meetings held by all committees of the Board of Directors on which he served (held during the periods that he served on the Board and on such committees), except for Mr. Current, who joined the Board of Directors on July 22, 2008 and has attended all meetings of the Board since that time. Spartan Motors does not have a policy regarding Director attendance at annual shareholder meetings. Typically, all or most of the Directors of Spartan Motors attend the annual shareholder meeting. All of the then-current Directors of Spartan Motors attended the annual meeting of shareholders in 2008. Independent Directors also meet regularly in executive sessions without the presence of management.

          The Board of Directors has determined that Messrs. Current, Nihart, Kaczmarek, Sloan, Tesseris and Wilson are "independent," as that term is defined in Rule 4200(a)(15) of the Nasdaq Marketplace Rules.

          The Board of Directors has three standing committees: the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee. Information regarding each of the committees as of the mailing date of this Proxy Statement is as follows:

          Audit Committee. The Audit Committee has been established in accordance with the Securities Exchange Act of 1934. Its primary purpose is to provide assistance to the Board of Directors in fulfilling its oversight responsibility relating to: Spartan Motors' financial statements and the accounting and financial reporting process; Spartan Motors' systems of internal accounting and financial controls; the qualification and independence of its independent registered public accounting firm; the annual independent audit of Spartan Motors' financial statements; legal and regulatory compliance; and ethics issues. Among other things, the Audit Committee oversees the integrated audit of the financial statements and internal control over financial reporting and is directly responsible for the selection, appointment, compensation, retention and oversight of the work of the independent registered public accounting firm engaged by Spartan Motors. The Audit Committee operates pursuant to a written charter adopted by the Board of Directors that is available for viewing at our website, www.spartanmotors.com.

          The Audit Committee has a Pre-Approval Policy to pre-approve the audit and non-audit services performed by the independent registered public accounting firm. All services provided by the independent registered public accounting firm engaged by the company are within general pre-approval limits; or, up to a certain dollar amount, approved by the

-8-


Chairman of the Audit Committee, who must communicate the approval to the full Audit Committee; or, above a certain dollar amount, approved by the full Audit Committee. The general pre-approval limits are detailed as to each particular service and are limited by a specific dollar amount for each type of service.

          The Audit Committee meets the definitions of an "audit committee" under applicable Nasdaq and SEC rules. Each member of the Audit Committee satisfies the applicable Nasdaq and SEC independence standards for such committee members. Messrs. Nihart (Chairman), Current, Sloan, Wilson and Kaczmarek are members of the Audit Committee. The Board of Directors has determined that Messrs. Nihart, Current and Kaczmarek are audit committee "financial experts" as the term is defined in rules of the Securities and Exchange Commission and all three are Independent Directors as defined by Nasdaq. The Audit Committee met four times during 2008 and conducted five conference call meetings.

          Compensation Committee. The responsibilities of the Compensation Committee include:

 

exercising oversight over the development of competitive compensation plans that ensure the attraction, retention and motivation of key associates;

 

 

 

 

recommending the cash and other incentive compensation, if any, to be paid to Spartan Motors' executive officers;

 

 

 

 

reviewing and making recommendations to the Board of Directors regarding stock incentives awarded under Spartan Motors' stock incentive plans; and

 

 

 

 

reviewing all material proposed stock incentive plan changes.

          The Compensation Committee also determines the employees to whom stock incentives will be granted, the number of shares covered by stock incentive, the terms and other matters associated with equity-based compensation awards.

          The Compensation Committee operates pursuant to a written charter adopted by the Board of Directors. The Compensation Committee charter is available on our website, www.spartanmotors.com. The Committee does not delegate to other persons the duties with which it is charged under the charter. For specific information regarding the processes and procedures of the Compensation Committee see the Compensation Discussion and Analysis section of this Proxy Statement.

          Messrs. Tesseris (Chairman), Nihart, Sloan, and Wilson are members of the Compensation Committee. Each member of the Compensation Committee satisfies the applicable Nasdaq and SEC independence standards for such committee members. The Compensation Committee met nine times during 2008 and conducted one conference call meeting.

          The Compensation Committee has reviewed all components of the Chief Executive Officer's compensation and the compensation of the other executive officers who are named in the Summary Compensation Table, including salary, bonuses, equity and other incentive compensation, accumulated realized and unrealized stock options, stock appreciation rights and restricted stock gains, the dollar value to the executive and the cost to Spartan Motors of all perquisites and other personal benefits.

          Based on its review described above, the Compensation Committee found Mr. Sztykiel's and the named executive officers' total compensation in the aggregate to be appropriate and not excessive. All recommendations of the Compensation Committee with respect to 2008 compensation were unanimous and were approved and adopted by the Board of Directors without modification. For more information, see the Compensation Discussion and Analysis section of this Proxy Statement.

          Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee develops and recommends to Spartan Motors'

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Board of Directors criteria for the selection of candidates for Director, seeks out and receives suggestions concerning possible candidates, reviews and evaluates the qualifications of possible candidates and recommends to the Board of Directors candidates for vacancies occurring from time to time and for the slate of Directors to be proposed on behalf of the Board of Directors at each annual meeting of shareholders. In addition to its responsibilities regarding Director nominations, the Corporate Governance and Nominating Committee assists the Board of Directors in fulfilling its responsibility to the shareholders and in complying with applicable rules and regulations relating to corporate governance. Specifically, the Corporate Governance and Nominating Committee develops and recommends corporate governance principles that address Board independence and leadership, Board size and composition, meetings and committee structure, and other governance matters. In addition, the Committee reviews the Company's adherence to established corporate governance principles and provides reports and recommendations to the Board of Directors.

          The Corporate Governance and Nominating Committee operates pursuant to a written charter that is available for viewing at our website, www.spartanmotors.com.

          The Corporate Governance and Nominating Committee will consider candidates who display high character and integrity; be free of any conflict of interest that would violate any applicable law or regulation or interfere with the proper performance of the responsibilities of a Director; possess substantial and significant experience that would be of particular importance to Spartan Motors in the performance of the duties of a Director; have sufficient time available to devote to the affairs of Spartan Motors in order to carry out the responsibilities of a Director; and have the capacity and desire to represent the balanced, best interests of the shareholders as a whole.

          As the need to make changes or additions to the Board arises, the Committee gives consideration to the Board size, experiences, and needs. The Committee may use outside resources including consultants retained by the Committee to assist in the process of establishing the criteria for Director candidates, establish a process to identify potential candidates, and assist in the introduction of potential candidates to the Committee. Regardless of how they are identified, candidates must understand, accept and value the culture and history of Spartan Motors, Inc.

          Nominations of candidates for election to the Board of Directors of Spartan Motors at any annual meeting of shareholders or at any special meeting of shareholders called for election of Directors may be made by the Board of Directors or, pursuant to the process described below, by a shareholder of record of shares of a class entitled to vote at such annual or special meeting of shareholders.

          Each member of the Corporate Governance and Nominating Committee satisfies the applicable Nasdaq and SEC independence standards for such committee members. Kenneth Kaczmarek (Chairman) David Wilson, and George Tesseris are the members of the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee met five times during 2008 and conducted one conference call meeting.

          Shareholder Nominations of Directors. The Corporate Governance and Nominating Committee will consider nominees for election to the Board of Directors submitted by shareholders. Spartan Motors' bylaws provide that any shareholder entitled to vote generally in the election of Directors may nominate one or more persons for election as Directors at a meeting only if written notice of the shareholder's intent to make a nomination or nominations has been given to Spartan Motors' Secretary at least 120 days before the one-year anniversary date of the notice of the previous year's annual meeting if the meeting is an annual meeting, and not more than seven days following the date of notice of the meeting if the meeting is a special meeting at which Directors will be elected.


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          Each such notice to the Secretary must include:

 

the name, age, business address and residence of each nominee proposed in the notice;

 

 

 

 

the principal occupation or employment of each nominee;

 

 

 

 

the number of shares of capital stock of Spartan Motors that each nominee beneficially owns;

 

 

 

 

a statement that each nominee is willing to be nominated; and

 

 

 

 

such other information concerning each nominee as would be required under the rules of the Securities and Exchange Commission in a proxy statement soliciting proxies for the election of such nominees.

Communicating with the Board

          Shareholders and interested parties may communicate with members of Spartan Motors' Board of Directors by sending correspondence addressed to the Board as a whole, a specific committee, or a specific Board member c/o James W. Knapp, Secretary, Spartan Motors, Inc., 1000 Reynolds Road, Charlotte, Michigan 44813. All such communications are forwarded to the appropriate recipient(s).













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Executive Compensation


COMPENSATION DISCUSSION AND ANALYSIS

Compensation Philosophy and Objectives

          The Compensation Committee's executive compensation philosophy is to provide competitive levels of compensation and incentives to achieve superior financial performance. The Compensation Committee's policies are designed to achieve the following five primary objectives:

 

integrate management's compensation with the achievement of Spartan Motors' annual and long-term performance goals;

 

 

 

 

reward excellent corporate performance;

 

 

 

 

recognize individual initiative and achievement;

 

 

 

 

attract and retain qualified management; and

 

 

 

 

align the interests of management with those of shareholders to encourage achievement of continuing increases in shareholder value.

          The Compensation Committee sets management compensation at levels that the Compensation Committee believes are competitive with other companies in Spartan Motors' industry.

Elements of Compensation

          Executive compensation consists of both cash and equity, and includes:

 

Base salary;

 

 

 

 

SPAR Plan Bonuses (explained below); and

 

 

 

 

Ownership/Equity compensation such as stock grants, restricted stock, stock options, and stock appreciation rights.

          Each component of executive compensation is designed to accomplish one or more of the five compensation objectives described above. The total compensation for executives is structured so that a majority of the total earnings potential is derived from performance-based incentives to encourage management to take risk and adopt an ownership mentality. The elements of the executive compensation program are described in detail below.

          The Compensation Committee believes that the percentage of an executive's total compensation that is "at risk" should increase as the executive's responsibilities and ability to influence profits increase. For this reason, the percentage of executive officers' potential compensation that is based upon bonuses and stock plan awards is larger relative to other employees.

Base Salary

          Base salary is a fundamental component of the Company's compensation system and competitive salary levels are necessary to attract and retain well qualified executives. The Compensation Committee determines base salaries for executive officers by evaluating the responsibilities of the position, the experience of the individual, the performance of the individual, and the competitive marketplace for similar management talent. The Compensation Committee's salary review process includes a comparison of base salaries for comparable positions at companies of similar type, size and financial performance. Watson Wyatt was previously engaged to benchmark the salaries of the officers and make compensation

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recommendations. Details regarding the benchmarking process appear below under the heading "Compensation Committee Processes and Procedures; Participation of Management; Benchmarking Process" on page 15.

          The Compensation Committee may recommend base salary adjustments on a periodic basis to maintain the desired levels of base salaries for Spartan Motors' executives. The Compensation Committee determines annual salary adjustments by evaluating the competitive marketplace and the performance of Spartan Motors, as well as any increased responsibilities assumed by the executive officer. The Compensation Committee does not give specific weight to any particular factor, a significant but lesser weight is generally given to the comparative data. Salary adjustments generally are determined and implemented on a 12-month cycle, but the Compensation Committee may undertake more frequent adjustments as it deems appropriate.

          Effective July 21, 2008, the Compensation Committee increased the annual compensation of Messrs. Knapp and Foster. For Mr. Knapp, this increase was structured as a combination of a base salary increase and a discretionary bonus. For Mr. Foster, the increase was structured solely as a base increase. The Compensation Committee decided to increase the base salaries of those executive officers over the previous year's levels as a result of a combination of factors, including individual performance, improved or continued excellent performance by the Company and the applicable business unit and increased responsibilities of the individuals. None of the foregoing criteria were individually controlling or predominant in the Committee's decision making. The Committee's evaluation of the officers' individual performance was based on several criteria, including growth in sales, improvement in net earnings, increase in Return on Invested Capital, SPAR Plan performance and achieving planned objectives. The Committee's evaluation of the officers, based on those criteria, was subjective and did not involve the use of performance targets or thresholds. The Compensation Committee believes that the executive officers' 2008 base salary continues to be below the median salary levels for comparable companies.

Performance - SPAR Plan Bonuses

          SPAR Plan

          In 2001, the Board of Directors adopted the Spartan Motors, Inc. Spartan Profit and Return Plan (the "SPAR Plan"). The SPAR Plan is intended to provide management with incentives to choose strategies and investments that maximize shareholder value, utilize a financial measurement consistent with the market's evaluation of Spartan Motors' performance and communicate Spartan Motors' financial objectives in a clear and quantifiable manner. Participants in the SPAR Plan include key management personnel and other persons that are included upon the recommendation of the President of Spartan Motors and the approval of the Chairman of Spartan Motors. The Compensation Committee is responsible for annually reviewing the provisions of the SPAR Plan and approving all payouts under it.

          The SPAR Plan contains two separate bonus opportunities for participants:

          1.  Quarterly Bonus Program

          Fulltime employees of Spartan Chassis, Inc. and Spartan Motors, Inc.,including all executive officers, participate in its Quarterly Bonus Program. Cash bonuses paid under this program are calculated by dividing a percentage of the SPAR goal (defined below) for a fiscal quarter by the number of participants.

          2.  Annual SPAR Bonuses

          The SPAR Plan provides that executive officers and some managers may earn cash bonuses based on Spartan Motors' or a subsidiary's achievement of a target amount of net operating profit after tax for a given year, less a capital charge based upon the tangible net operating assets employed in the business. This amount is known as the "SPAR goal." The Compensation Committee established the

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following SPAR goals for the year ended December 31, 2008:

Spartan Motors, Inc.

$3,415,000

Spartan Motors Chassis

$5,855,000

Each participant's bonus is determined by multiplying (1) his or her "target bonus percentage" (which is determined separately for different categories of employees and detailed below for the named executive officers) by (2) the SPAR multiple by (3) the participant's annual salary. The "SPAR multiple" is a fraction or a multiple of the SPAR goal. For example, if the net operating profit after tax for a given year, less the capital charge, was exactly twice the applicable SPAR goal, then the SPAR multiple would be 2.0 for that year, and this multiple would be expressed as "2.0X". The target bonus percentage is a percentage of the participant's salary. For 2008, with the exception of Mr. Kivell who was not eligible, each named executive officer's target bonus percentage was as follows:

Mr. Sztykiel

45%

Mr. Knapp

45%

Mr. Schalter

40%

Mr. Foster

25%

Mr. Logan

40%

          The SPAR Plan generally requires that 25% of the amount that would otherwise be payable to a participant for a given year be deferred or "banked." Amounts that are banked may be paid in future years and accrue interest, but they are subject to forfeiture in accordance with the terms of the SPAR Plan. For more details regarding the deferral features of the SPAR Plan, see the non-qualified deferred compensation table and accompanying narrative.

          At the discretion of the Compensation Committee, a SPAR multiple in excess of 2.6X may be paid to certain of the named executive officers in the form of the Company's Common Stock. For fiscal year 2008, the full SPAR multiple was paid out in cash. For 2008, the actual SPAR multiple was 6.34X for Spartan Motors, and 5.3X for Spartan Chassis. Mr. Sztykiel and Mr. Knapp received bonuses based on Spartan Motors' SPAR multiple, and Messrs. Schalter, Foster, and Logan received bonuses based on Spartan Chassis' SPAR multiple.

Ownership/Equity Compensation

          Spartan Motors' equity compensation plans are designed to encourage long-term investment in Spartan Motors by participating executives and employees, more closely align executive and shareholder interests and reward executive officers and other employees for building shareholder value. The Compensation Committee believes stock ownership by management and other employees is beneficial to all Spartan Motors, Inc. stakeholders.

          Spartan Motors currently grants to its named executive officers restricted stock, and common stock under the Stock Option and Restricted Stock Plan of 2003, Stock Incentive Plan of 2005 and Stock Incentive Plan of 2007. The Compensation Committee did not grant stock options or stock appreciation rights in 2008.

          The Compensation Committee administers all aspects of the plans and reviews, modifies (to the extent appropriate) and approves management's recommendations for awards.

          Until 2005, absent unusual circumstances, the Compensation Committee had historically granted stock options on an annual basis to officers, employees and Directors who are employees of Spartan Motors and on a biannual basis to Directors who were not employees of Spartan Motors. In 2005, Spartan Motors began the practice of granting shares of restricted stock and stock appreciation rights to officers, key employees and non-employee Directors, instead of stock options.

          For 2008, the Company discontinued the granting of stock appreciation rights in lieu of restricted stocks which vest over time. This was considered a method to retain key personnel while rewarding them with equity awards which are aligned with longer term shareholder returns. Additionally, restricted stock awards can be

-14-


more effective at retaining key personnel in a volatile or depressed stock market. The Company believes that restricted stock helps the executives focus on creating shareholder value, while the time-based vesting feature provides a strong incentive for the executives to commit themselves to the Company for the long-term. Restricted stock awards also encourage executive officers to manage the Company from the perspective of an owner.

          Restricted stock awards granted to the named executive officers in 2008 vest at a rate of 20% per year for a period of five years (as long as the executive remains with the Company). For Mr. Knapp and Mr. Foster, who are retirement eligible, the restrictions are effectively waived upon receiving the grant.

Quantity and Mix of Awards

          In determining the number of shares of stock and other share-based awards to be granted to an officer or employee, the Compensation Committee takes into consideration the levels of responsibility and compensation of the individual. The Compensation Committee also considers the recommendations of the Chief Executive Officer (other than for awards to the Chief Executive Officer), the individual performance of the officer or employee and the number of shares or other compensation awarded to officers or employees in similar positions at other companies. Generally, both the number of shares or share-based awards granted and their proportion relative to total compensation increase corresponding to the level of a participant's responsibility. Although the Compensation Committee also may consider the number of options and shares already held by an officer or employee, the Compensation Committee does not consider this factor to be particularly important in determining the size or type of awards.

Chief Executive Officer

          The Chief Executive Officer's compensation is based on the policies and objectives outlined above for all executive officers. The Compensation Committee believes that incentive compensation, designed to reward performance, should represent a significant percentage of Mr. Sztykiel's potential compensation. Mr. Sztykiel earned a base salary in 2008 of $348,581, which was approximately 5.2% above his 2007 base salary and still significantly below the median for comparable companies.

Compensation Committee Processes and Procedures; Participation of Management; Benchmarking Process

          The Compensation Committee of the Board of Directors develops and recommends to the Board of Directors Spartan Motors' executive compensation policies. The Compensation Committee also administers Spartan Motors' executive compensation program and recommends for approval to the Board of Directors the compensation to be paid to the Chief Executive Officer and other executive officers. The Compensation Committee consists of four Directors, none of whom is a current or former employee of Spartan Motors.

          Other than Mr. Sztykiel and Mr. Knapp, none of the Company's named executive officers participate in the discussions with the Compensation Committee. Mr. Sztykiel and Mr. Knapp participate only to assist in the process of determining the compensation for executives other than themselves, and to provide information to the Compensation Committee regarding Company performance, operations, strategies, and other information requested by the Compensation Committee.






-15-


          The Compensation Committee's written charter provides that the Committee will review and make recommendations regarding the compensation of executive officers.  Executive compensation decisions must be approved by a majority of the independent members of the Board of Directors.

          The Compensation Committee periodically engages independent third party consultants to provide data and analysis regarding the compensation of executives at our peer group companies and at companies against whom we must compete for talent. The Compensation Committee uses this data to design and implement competitive compensation programs. Independent consultants engaged by the Compensation Committee are not required to answer to management. In each of the past three fiscal years, the Committee engaged Watson Wyatt.

          To perform compensation benchmarking, Watson Wyatt relied on several sources, including published surveys (Watson Wyatt Data Services Top Management Survey and Mercer Executive Compensation Survey) and proxy statement information for a group of peer companies. Base salary, annual and long term incentives were covered in this benchmarking analysis. The peer companies were selected based on certain criteria including those having similar sales revenue, industry and complexity of operations as the Company. The list of identified peer companies for this survey included: Aftermarket Tech., Alamo Group Inc., Fed Screw Works, Gencorp Inc., Gentex Corp., Kaydon Corp., Keystone Auto, Marine Products, Methode Electronics, Miller Industries, NN Inc., and R&B Inc., Stoneridge Inc., Strattec Security, Supreme Industries and Trex Co Inc... The Compensation Committee used this information in making their decision for the Officers' compensation.

Pricing Equity Awards; Disclosure of Information

          Spartan Motors has long observed a policy of setting the exercise price for stock options, stock appreciation rights, and other share-based awards equal to the closing market price on the date of the grant (or most recent closing price if the date of the grant is not a trading day). Stock options and stock appreciation rights are not repriced. We do not "backdate" stock options or any other share based payments.

          The Board of Directors is committed to maintaining the integrity of the compensation philosophy and programs. As part of this commitment, Spartan Motors believes that the disclosure of material nonpublic information should never be manipulated for the purpose of enriching compensation awards. We do not time the release of public information to affect the value of share based awards, and we do not time the grant of share based awards to take advantage of the disclosure of information.

Personal Benefits, Perquisites

          We believe that compensation in the form of perquisites and personal benefits do not provide transparency for shareholders or serve our compensation philosophy. Consequently, such benefits play a very minor role in the compensation program.

Tax Deductibility of Executive Compensation

          Section 162(m) of the Internal Revenue Code provides that publicly held corporations may not deduct compensation paid to the named executive officers in excess of $1 million annually, with some exceptions. We have examined the executive compensation policies in light of Section 162(m) and the regulations under that section. We do not expect that any portion of Spartan Motors' deduction for employee remuneration will be disallowed in 2009 or in future years by reasons of awards granted in 2008.

Other Information

          We do not provide pension benefits to our named executive officers. We have not entered into any employment agreements with our executive officers.


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Compensation Summary

          The following table shows certain information concerning the compensation earned by the Chief Executive Officer, Chief Financial Officer, two executive officers who served in positions other than the Chief Executive Officer or Chief Financial Officer, one person who served as an executive officer until December 29, 2008 and one person who is an officer of Spartan Chassis, Inc., a subsidiary of the Company. The individuals identified in the table may be referred to as the "named executive officers" in this Proxy Statement.

SUMMARY COMPENSATION TABLE




Name and
Principal
Position


 






Year


 





Salary
($)


 





Bonus
($)(5)


 




Stock
Awards(1)
($)


 




Option
Awards(2)
($)


 

Non-Equity
Incentive
Plan
Compen-
sation(3)
($)


 



All other
Compen-
sation(4)
($)


 





Total
($)


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

John E. Sztykiel,
  President, CEO,
  and Director

 

2008
2007
2006

 

$348,581
330,583
310,118

 

--
26,000
--

 

$238,880
178,264
44,468

 

--
73,600
95,438

 

$990,940
442,675
384,333

 

$11,245
19,261
8,602

 

$1,589,646
1,070,383
842,959

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

James W. Knapp,
  Senior VP, CFO,
  Secretary and Treasurer

 

2008
2007
2006

 

214,520
205,667
182,594

 

26,000
8,000
--

 

264,201
490,257
25,681

 

--
41,600
50,900

 

716,871
254,222
237,036

 

10,192
7,726
7,417

 

1,231,784
1,007,472
503,628

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

William F. Foster,
  VP and Director

 

2008
2007
2006

 

131,444
122,891
116,500

 

--
--
--

 

195,308
522,802
25,681

 

--
44,800
50,900

 

185,940
90,214
96,645

 

9,080
8,848
5,863

 

521,772
789,555
295,589

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thomas T. Kivell,(6)
  VP and General Counsel

 

2008

 

17,310

 

20,000

 

--

 

--

 

541

 

--

 

37,851

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

James L. Logan,
  VP Engineering,
  Spartan Chassis, Inc.

 

2008
2007
2006

 

164,008
163,835
161,837

 

--
--
--

 

93,213
47,130
15,314

 

--
34,202
38,175

 

363,006
286,439
263,918

 

6,506
3,853
2,181

 

626,733
535,459
481,425

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Richard J. Schalter,(7)
  EVP and Director

 

2008
2007
2006

 

310,845
294,612
260,694

 

--
23,000
--

 

105,605
304,559
32,966

 

--
56,400
69,988

 

656,181
352,848
468,211

 

10,547
12,453
6,886

 

1,083,178
1,043,872
838,745

                             

(1)

Amounts shown in this column do not reflect the compensation actually received by the named executive officer. Instead, amounts shown in this column represent the compensation costs the Company recognized as an expense in the respective year for financial accounting purposes. This would include the amount expensed for the stock portion of the annual SPAR award as well as for restricted stock, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. The fair values of the amounts expensed were determined in accordance with Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123 (revised 2004) Share-Based Payment (SFAS 123(R)). For information regarding valuation assumptions, see Note 9 - Stock Based Compensation to the Consolidated Financial Statements for the year ended December 31, 2008. For Messrs. Knapp and Foster, the reported amounts reflect expense acceleration for restricted stock due to their eligibility for retirement as prescribed under SFAS 123(R).

 

 

(2)

The amounts reported in this column represent the expense recognized by Spartan Motors for Stock Appreciation Rights ("SARs"). Spartan Motors did not make any grants of SARs in 2008, and did not make any grants of stock options in 2007, but instead granted freestanding SARs. SARs were valued using the Black-Scholes model. The fair values of the amounts expensed in the respective year were determined in accordance with SFAS 123(R). For additional valuation assumptions, see Note 9 - Stock Based Compensation to the Consolidated Financial Statements for the year ended December 31, 2008.

 

 



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(3)

Consists of performance-based non-equity compensation earned under the SPAR Plan for the respective year and earnings on SPAR Plan awards. Please see the Compensation Discussion and Analysis section of this Proxy Statement and the narrative discussion following this table for details. Earnings on SPAR Plan awards for 2008 for each named executive officer are reported on the Non-Qualified Deferred Compensation table on page 23.

 

 

(4)

The 2008 amounts reported in this column consist of (i) the Company's matching contribution to the named executive officer's qualified 401(k) retirement plan as follows: $4,709 for Mr. Sztykiel, $5,228 for Mr. Knapp, $4,740 for Mr. Mr. Foster, $4,662 for Mr. Logan, and $5,750 for Mr. Schalter; and (ii) dividends paid on restricted stock as follows: $6,536 for Mr. Sztykiel, $4,964 for Mr. Knapp, $4,340 for Mr. Mr. Foster, $1,844 for Mr. Logan, and $4,797 for Mr. Schalter. Mr. Kivell did not have any matching 401(k) contributions or dividends on restricted stock in 2008.

 

 

(5)

Amounts in this column reflect one time cash bonuses earned and expensed by the Company in the respective year. The award to Mr. Kivell was a signing bonus awarded to him in connection with his joining the Company.

 

 

(6)

Mr. Kivell joined the Company on November 17, 2008. Accordingly, the information presented is for the partial year beginning on the date of hire.

 

 

(7)

Mr. Schalter resigned from the Company on December 29, 2008.










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Grants of Plan-Based Awards During 2008

          The following table provides information concerning each grant of an award made to the named executive officers in the last completed fiscal year.

GRANTS OF PLAN-BASED AWARDS










Name










Grant
Date








Date the
Compensation
Committee
Took Action



Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards(1)


Estimated Possible Payouts
Under
Equity Incentive Plan
Awards(1)(2)


All
Other
Stock
Awards:
Number
of
Shares
of Stock
or Units
(#)(3)



All Other
Option
Awards:
Number
of
Securities
Underlying
Options
(#)(4)






Exercise
or Base
Price of
Option
Awards
($/Sh)(4)




Grant
Date
Fair
Value of
Stock
and
Option
Awards(5)






Threshold
($)






Target
($)





Maxi-
mum
($)






Threshold
($)






Target
($)





Maxi-
mum
($)


 

 

 

 

 

 

 

 

 

 

 

 

 

John E. Sztykiel

N/A

N/A

-

405,484

-

-

46,170

-

-

-

-

-

 

 

 

 

 

 

 

 

 

 

 

 

 

James W. Knapp

7/1/2008
N/A

6/20/2008
N/A

-
-

-
234,719

-
-

-
-

-
27,135

-
-

34,000
-

-
-

-
-

$253,640
-

 

 

 

 

 

 

 

 

 

 

 

 

 

William F. Foster

7/1/2008
N/A

6/20/2008
N/A

-
-

-
81,457

-
-

-
-

-
50,394

-
-

24,765
-

-
-

-
-

184,747
-

 

 

 

 

 

 

 

 

 

 

 

 

 

Thomas T. Kivell(6)

N/A

N/A

-

-

-

-

-

-

-

-

-

-

 

 

 

 

 

 

 

 

 

 

 

 

 

James L. Logan

6/30/08

6/20/08

-

275,669

-

-

-

-

13,252

-

-

98,992

 

 

 

 

 

 

 

 

 

 

 

 

 

Richard J. Schalter

N/A

N/A

-

323,888

-

-

195,187

-

-

-

-

-


                             

(1)

The amounts reported in these columns are not actual awards; they represent the possible threshold, target, and maximum awards that could have been earned by each named executive officer for fiscal 2008. The actual amount earned by each named executive officer for fiscal 2008 is reported in the Summary Compensation Table. Amounts reported in these columns represent the target cash award under the SPAR Plan. The "target" amount is not fixed by the Compensation Committee, but is representative of prior year's experience and expectations at the time of annual plan approval. Threshold and maximum amounts are not reported because the actual award is based on Company performance and can be any value with a minimum of zero and no theoretical maximum. For details regarding how awards under the SPAR Plan are determined, see the Compensation Discussion and Analysis section of this Proxy Statement.

 

 

(2)

Under the terms of the SPAR Plan, if the actual SPAR multiple for 2008 exceeds 2.6X, then the Compensation Committee, in its sole discretion, may pay the portion of the award attributable to the excess over the 2.6X multiple in the form of Spartan Motors common stock to the named executives (except for Mr. Logan, who was not an Officer, receives his award exclusively in cash). For 2008, the Compensation Committee elected to pay all awards earned under the SPAR plan in cash. The target amounts disclosed here for equity incentive plan awards are only representative amounts based on past experience and expectations at the time of annual plan approval. These amounts assume that the Compensation Committee exercised its discretion to award the excess portion of SPAR awards in the form of common stock. Threshold and maximum amounts are not reported because the actual award is based on Company performance and can be any value with the minimum at zero and no theoretical maximum. For details regarding how awards under the SPAR Plan are determined, see the Compensation Discussion and Analysis section of this Proxy Statement.

 

 

(3)

The shares of restricted stock reported in this column were awarded to each Named Executive Officer pursuant to the Company's shareholder approved Stock Incentive Plan of 2007.

 

 



-19-


(4)

There were no options or Stock Appreciation Rights granted during 2008.

 

 

(5)

Amount reported is the aggregate grant date fair value determined in accordance with SFAS 123(R), Share Based Payment, and do not represent cash payments to or amounts realized by the Named Executive Officers. For valuation assumptions, see Note 9 - Stock Based Compensation to the Consolidated Financial Statements for the year ended December 31, 2008.

 

 

(6)

Mr. Kivell joined the Company in November 2008 and therefore was not eligible for awards under the SPAR Plan in 2008. He also did not obtain any stock incentive awards during 2008.

          The Company paid the compensation set forth in the Summary Compensation Table and the grants of Plan Based Awards table pursuant to the philosophy, procedures, and practices set forth in the "Compensation Discussion and Analysis" section of this Proxy Statement. A summary of certain material terms of the compensation plans and arrangements is set forth below.

          Salary and Bonus. Salaries and bonuses are established by the Compensation Committee as described in the Compensation Discussion and Analysis section of this Proxy Statement.

          Non-Equity Incentive Plan Awards. During 2008, each of the named executive officers earned performance-based non-equity incentive compensation under the SPAR Plan. For a discussion of the non-equity incentive awards, including performance measures, see the "Non-Equity Incentive Plan Awards" information in the Compensation Discussion and Analysis section of this Proxy Statement.

          Restricted Stock. The shares of restricted stock vest at the rate of 20% on each anniversary of the grant date for executive officers of Spartan Motors, Inc., and at a rate of one-third per year for Mr. Logan. Vesting schedules, as approved by the Compensation Committee, reflect a five year vesting for all Officers and three year vesting for all other management. Restricted shares issued in 2008 will be fully vested in 2011 for Mr. Logan and in 2013 for all other named executive officers. It is the Compensation Committee's policy to waive the remaining restrictions on shares of restricted stock (to the extent permitted by the applicable plan and any agreement with the participant pursuant to which the shares were granted) upon an participant's death, disability, or retirement eligibility at age 62, or retirement eligibility at age 60 provided that the participant has been employed with the Company or its subsidiaries for ten years. Dividends are paid on shares of restricted stock at the rate dividends are paid on common stock.

          All other Compensation. The amounts reported under "All Other Compensation" include dividends paid on restricted stock awards (which are paid at the same rate as dividends paid on the Company's common stock), fitness membership fees, if applicable, and Company contributions on behalf of the named executive officers to the Company's defined contribution plans (qualified and non-qualified).



-20-


Outstanding Equity Awards at December 31, 2008

          The following table provides information concerning unexercised options, SARs; and stock that has not vested for each Named Executive Officer outstanding as of December 31, 2008.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

 

OPTION AWARDS


 

STOCK AWARDS










Name


 



Number of
Securities
Underlying
Unexercised
Options
Exercisable(1)
(#)


 






Option
Exercise
Price(2)
($)


 







Option
Expiration
Date


 


Number
of Shares
or Units
of Stock
That Have
Not
Vested(3)
(#)


 

Market
Value of
Shares or
Units of
Stock
That Have
Not
Vested(4)
($)


 

 

 

 

 

 

 

 

 

 

 

John E. Sztykiel

 

44,998
45,000
44,999
11,250
28,125
23,000

 

$   5.06
4.49
5.30
4.57
10.12
7.64

 

12/31/2012
12/31/2013
12/31/2014
12/31/2015
12/29/2016
12/31/2017

 

55,350

 

$ 261,806

 

 

 

 

 

 

 

 

 

 

 

James W. Knapp

 

7,030
15,000
13,000

 

4.57
10.12
7.64

 

12/31/2015
12/29/2016
12/31/2017

 

--

 

--

 

 

 

 

 

 

 

 

 

 

 

Thomas T. Kivell

 

--

 

--

 

--

 

--

 

--

 

 

 

 

 

 

 

 

 

 

 

William F. Foster

 

28,125
28,123
28,125
28,124
7,030
15,000
14,000

 

1.86
5.06
4.49
5.30
4.57
10.12
7.64

 

6/30/2010
12/31/2012
12/31/2013
12/31/2014
12/31/2015
12/29/2016
12/31/2017

 

--

 

--

 

 

 

 

 

 

 

 

 

 

 

James L. Logan

 

5,625
11,250
10,688

 

4.57
10.12
7.64

 

12/31/2015
12/29/2016
12/31/2017

 

21,352

 

100,995

 

 

 

 

 

 

 

 

 

 

 

Richard J. Schalter

 

20,625
17,625

 

10.12
7.64

 

3/29/2009
3/29/2009

 

--

 

--



-21-


                             

(1)

All of the options and SARs reported in this table are fully exercisable.

 

 

(2)

The exercise price for any option or SARs is set pursuant to the related Company stock incentive plan under which it was issued. Options granted under the Stock Option and Restricted Stock Plan of 1998 to non-employee directors must have an exercise price equal to at least 85% of the fair market value of Spartan Motors common stock on the date of grant. Incentive stock options granted under the 1994 Incentive Stock Option Plan or the Stock Option and Restricted Stock Plan of 1998 must have an exercise price equal to at least 100% of the fair market value on the date of grant. Any stock options granted under the Stock Option and Restricted Stock Plan of 2003, the Stock Incentive Plan of 2005 or the Stock Incentive Plan of 2007 must be equal to or greater than 100% of the fair market value of Spartan Motors stock on the grant date.

 

 

(3)

The vesting dates for shares of restricted stock that has not vested as of December 31, 2008 are set forth below:


 




Executive Officer


 




Vesting Date


 

Restricted
Stock
Vesting
(#)


 

 

 

 

 

 

 

 

 

John E. Sztykiel

 

6/30/2009
7/3/2009
6/30/2010
7/3/2010
6/30/2011
7/3/2011
7/3/2012

 

 

6,750
8,775
6,750
8,775
6,750
8,775
8,775

 

 

 

 

 

 

 

 

 

 

 

 

James W. Knapp

 

--

 

 

--

 

 

 

 

 

 

 

 

 

 

 

 

William F. Foster

 

--

 

 

--

 

 

 

 

 

 

 

 

 

 

 

 

Thomas T. Kivell

 

--

 

 

--

 

 

 

 

 

 

 

 

 

 

 

 

James L. Logan

 

6/30/2009
6/30/2010
6/30/2011

 

 

9,593
7,342
4,417

 

 

 

 

 

 

 

 

 

 

 

 

Richard J. Schalter

 

--

 

 

--

 

 


(4)

The market value of the unvested restricted stock is determined by multiplying the closing market price of the Spartan Motors' common stock as of December 31, 2008 ($4.73) by the number of shares of stock.



Option Exercises and Stock Vested in 2008

          The following table provides information concerning vesting of stock, including restricted stock, restricted stock units and similar instruments, during the last completed fiscal year for each of the named executive officers on an aggregated basis. None of the named executive officers exercised options or stock appreciation rights during fiscal 2008.


-22-


STOCK VESTED

 

 

Stock Awards


 






Name


 

Number of
Shares
Acquired
on
Vesting
(#)


 


Value
Realized
on
Vesting(1)
($)


 

John E. Sztykiel

 

 

20,025

 

$

121,770

 

James W. Knapp

 

 

71,912

 

 

225,159

 

Thomas T. Kivell

 

 

--

 

 

--

 

William F. Foster

 

 

60,877

 

 

194,530

 

James L. Logan

 

 

7,425

 

 

45,812

 

Richard J. Schalter

 

 

14,760

 

 

89,537

 

                             

(1)

The amounts in this column are determined by multiplying the number of shares of stock vesting by the market value of the underlying shares on the vesting date.



Non-Qualified Deferred Compensation

          The following table provides information concerning non-qualified deferred compensation for 2008. This table should be read in conjunction with the narrative discussion that follows the table.

NON-QUALIFIED DEFERRED COMPENSATION





Name


 





Plan(1)


 

Executive
Contributions
In Last
FY(2)
($)


 

Registrant
Contributions
In Last
FY(3)
($)


 

Aggregate
Earnings
In Last
FY(4)
($)


 

Aggregate
Withdrawals/
Distributions
In Last FY
($)


 

Aggregate
Balance
At Last
FYE(5)
($)


 

 

 

 

 

 

 

 

 

 

 

 

 

John E. Sztykiel

 

SPAR Plan
SERP
Total

 

255,963
22,512
278,475

 

--
13,487
13,487

 

5,591
(8,866
(3,275


)
)

117,410
--
117,410

 

255,963
68,845
324,808

 

 

 

 

 

 

 

 

 

 

 

 

 

James W. Knapp

 

SPAR Plan
SERP
Total

 

168,986
133,027
302,013

 

--
19,491
19,491

 

2,557
(38,838
(36,281


)
)

53,706
--
53,706

 

168,986
249,583
418,569

 

 

 

 

 

 

 

 

 

 

 

 

 

Thomas T. Kivell

 

SPAR Plan

 

--

 

--

 

--

 

--

 

--

 

 

 

 

 

 

 

 

 

 

 

 

 

William F. Foster

 

SPAR Plan

 

45,519

 

--

 

1,035

 

21,728

 

45,519

 

 

 

 

 

 

 

 

 

 

 

 

 

James L. Logan

 

SPAR Plan
SERP
Total

 

95,866
7,727
103,593

 

--
--
--

 

3,712
(1,852
1,860


)

77,961
--
77,961

 

95,866
5,875
101,741

 

 

 

 

 

 

 

 

 

 

 

 

 

Richard J. Schalter(6)

 

SPAR Plan

 

--

 

--

 

--

 

89,798

 

--

                             

(1)

Mr. Sztykiel, Mr. Knapp and Mr. Logan were the only named executive officers who participated in the SERP in 2008. Please see the narrative discussion following this table for more information.

 

 



-23-


(2)

The amounts reported in this column consist of mandatory and voluntary deferrals under the SPAR Plan, and for Messrs. Sztykiel, Knapp and Logan only, deferrals of compensation under the SERP. All of the amounts reported in this column are also reported as non-equity incentive plan compensation or salary on the Summary Compensation Table. Mr. Kivell was not eligible for the SPAR bonus in 2008.

 

 

(3)

Spartan Motors does not make matching contributions on behalf of participants in the SPAR Plan. Participant contributions to the SERP are matched by the Company at the discretion of the Board of Directors.

 

 

(4)

Participants in the SPAR Plan earn interest on any deferred balances at an annual rate equal to the lower of: (a) the highest rate the Company pays at the time of the deferral on its debt capital, or (b) 10 percent. For 2008, the interest rate on deferred balances was 5.0%. Interest continues to be credited at this rate until the deferrals and the related accrued interest are paid. Earnings on the SERP are determined by investment choices made by the SERP participants from options determined by the Company. The investment choices consist of specified mutual funds. The amounts reported in this column are not included on the Summary Compensation Table.

 

 

(5)

All SPAR Plan and SERP employee deferrals in previous fiscal years were disclosed in the applicable year's Summary Compensation Table.

 

 

(6)

Mr. Schalter resigned from the Company on December 29, 2008.



          Spartan Motors maintains two non-qualified deferred compensation plans: the Supplemental Executive Retirement Plan ("SERP") and the Spartan Profit and Return Management Incentive Bonus Plan ("SPAR Plan").

The SERP

          The SERP is a "non-qualified" defined contribution plan administered by the Compensation Committee that allows eligible participants to defer compensation and incentive amounts and provides for discretionary matching and "profit sharing"-type contributions by the Company. The SERP is operated much like the Company's 401(k) plan, but participation is limited to a select group of employees determined by the Board of Directors. Unlike the Company's 401(k) plan, the SERP is an unfunded plan and the participants are merely general creditors of the Company. The SERP's assets are subject to other creditors of the Company in some circumstances. In 2008, Mr. Sztykiel, Mr. Knapp and Mr. Logan were the only named executive officers who participated in the SERP.

          The SERP allows participants to defer up to 25% of their base salary and up to 50% of their cash bonuses each year. At the beginning of each plan year, the Compensation Committee may elect to match all or a specified portion of each participant's contribution for that year. The Compensation Committee will generally provide that each participant will receive a matching contribution equal to the matching contribution that the participant would have received under the Company's 401(k) plan but for limitations imposed by the Internal Revenue Code. In addition, the Compensation Committee may, in its discretion, make an additional matching contribution and/or a "profit-sharing"-type contribution to the SERP each year.

          Contributions to the SERP are transferred to an irrevocable rabbi trust where each participant has a bookkeeping account in his name. Earnings on each participant's SERP balance are determined by the investment election of the participants. The investment options available to participants consist primarily of mutual funds offered by Fidelity Investments. The investment choices designated by the participants are hypothetical; the trust need not actually invest as directed by the participants.

          All participants are always fully vested in their elective deferrals, and such deferrals will be distributed upon termination of employment,

-24-


death, disability or a change in control of the Company. Amounts are also distributable upon an unforeseeable emergency. Matching and profit-sharing contributions contributed by the Company will vest at a rate of 20% per year over a five-year period and will be distributed upon the later of attainment of age 60 and termination of employment, or upon earlier death, disability or change in control of the Company.

          Any unvested matching or profit-sharing contributions will become fully vested if a participant retires upon reaching age 60, dies, or becomes disabled. Matching contributions and profit-sharing contributions may be forfeited if the participant enters into competition with the Company, divulges confidential information about the Company, or induces Company employees to leave their employment to compete with the Company.

          Distributions from the SERP may be made in a lump sum or in an installment plan not to exceed 10 years (at the election of the participant).

The SPAR Plan

          Deferred compensation is only a secondary feature of the SPAR plan; the primary purpose of the plan is to provide an incentive for the executives and certain other key associates to earn a bonus based on specified measures of operating performance. The calculation of awards under the SPAR Plan is described in the Compensation Discussion and Analysis section of this Proxy Statement. The deferral features of the plan are described here.

          Mandatory Deferral. Each participant in the SPAR Plan is required to defer twenty-five percent (25%) of the current year Annual Incentive Bonus Earned, plus twenty-five (25%) of the unpaid carryover balance from the previous year.

          Interest on Mandatory Deferrals. Interest is credited on any deferred balances at an annual rate equal to the highest rate the Company pays at the time of the deferral on its debt capital or 10 percent, whichever is lower. Interest continues to be credited at this rate until the deferrals and the related accrued interest are paid.

          Annual Incentive Bonus Cash Payout. Annual incentive bonuses to all participants in the SPAR Plan employed by the Company on the last day of the performance year are calculated and paid no later than February 28 of the year following the end of the performance year. The amount of the annual payout is equal to the sum of:

 

1.

seventy-five percent (75%) of any unpaid carryover balance (mandatory deferred balance) from prior years; and

     
 

2.

seventy-five percent (75%) of the Annual Incentive Bonus Earned for the current performance year.

          Termination of Employment; Change of Control; Death, Disability, and Retirement. Subject to certain exceptions, if a participant's employment voluntarily or involuntarily terminates for any reason other than death, disability, or retirement during any performance year, the participant will not earn an annual incentive bonus for that year. The participant will receive 50% of his or her mandatory deferred balance. See footnote two to the Potential Payments Upon Termination or Change-in-Control table below for further details.

          If a participant dies, becomes disabled, or retires, or if there is a change in control (all as defined in the Plan), then the participant receives a prorated Annual Incentive Bonus for the year in which the event occurs and all of the participant's mandatory deferred balances.


-25-


Potential Payments Upon Termination or Change-in-Control


          The following table summarizes the potential payments and benefits payable to the Company's named executive officers upon termination of employment in connection with each of the triggering events set forth in the table below, assuming, in each situation, that the triggering event took place on December 31, 2008. Mr. Richard Schalter voluntarily terminated his employment with the Company on December 29, 2008, and a discussion of payments to him upon his resignation follows the table below. The closing market price of Spartan Motors common stock was $4.73 on December 31, 2008, the last trading day of the year.

Triggering Event and
Payments/Benefits


 

John E.
Sztykiel


 

James W.
Knapp


 

Thomas T.
Kivell


 

William F.
Foster


 

James L.
Logan


 

 

 

 

 

 

 

 

 

 

 

Change in Control(1)

 

 

 

 

 

 

 

 

 

 

  Early Vesting of Restricted Stock(1)

 

$261,806

 

$--

 

$--

 

$--

 

$100,995

  SPAR Plan(2)

 

255,963

 

168,986

 

--

 

45,519

 

95,866

  SERP Plan(3)

 

68,845

 

249,583

 

--

 

--

 

5,875

 

 

 

 

 

 

 

 

 

 

 

Death

 

 

 

 

 

 

 

 

 

 

  Early Vesting of Restricted Stock(4)(5)

 

261,806

 

--

 

--

 

--

 

100,995

  SPAR Plan(2)

 

255,963

 

168,986

 

--

 

45,519

 

95,866

  SERP Plan(3)

 

68,845

 

249,583

 

--

 

--

 

5,875

 

 

 

 

 

 

 

 

 

 

 

Disability

 

 

 

 

 

 

 

 

 

 

  Early Vesting of Restricted Stock(4)(5)

 

261,806

 

--

 

--

 

--

 

100,995

  SPAR Plan(2)

 

255,963

 

168,986

 

--

 

45,519

 

95,866

  SERP Plan(3)

 

68,845

 

249,583

 

--

 

--

 

5,875

 

 

 

 

 

 

 

 

 

 

 

Retirement

 

 

 

 

 

 

 

 

 

 

  Early Vesting of Restricted Stock(5)

 

261,806

 

--

 

--

 

--

 

100,995

  SPAR Plan(2)

 

255,963

 

168,986

 

--

 

45,519

 

95,866

  SERP Plan(3)

 

68,845

 

249,583

 

--

 

--

 

5,875

 

 

 

 

 

 

 

 

 

 

 


(1)

Under the Stock Incentive Plan of 2007, the Stock Incentive Plan of 2005 and the Stock Option and Restricted Stock Plan of 2003, upon a change in control of the Company, all of the named executive officers' unvested stock options and stock appreciation rights become immediately exercisable in full and will remain exercisable during their remaining terms. The Compensation Committee may determine to redeem an executive officer's unexercised stock options and/or stock appreciation rights for cash for an amount equal to the positive spread, if any, between the exercise price and the applicable value of the Company's Common Stock. All other outstanding incentive awards of the named executive officers, including shares of restricted stock, become immediately and fully vested and nonforfeitable upon a change in control of the Company. The Stock Option and Restricted Stock Plan of 1998 allows the Compensation Committee to include provisions in incentive awards that accelerate the vesting or elimination of restrictions on incentive awards upon a change in control of the Company. The 1994 Incentive Stock Option Plan allows a participant to exercise his or her wholly or partially unexercised options for a limited period of time prior to the dissolution or liquidation of the Company, or upon a merger or consolidation of the Company in which the Company is not the surviving corporation.

 

 



-26-


(2)

In the event a participant in the SPAR Plan dies, becomes disabled, or retires, 100% of the sum of mandatory deferred balances are payable to the participant at the next regularly scheduled date for the payment of incentive bonuses. In the event of a change in control of the Company or one of its business units (defined as acquisition by a purchaser of more than 50 percent of the Company's stock or substantially all the assets of the Company or one of its units) 100% of the sum of mandatory and any optional deferred balances are payable to the participant at the next regularly scheduled date for payment of incentive bonuses. For terminations other than death, disability, retirement, or change in control prior to the end of the performance year, 50% of the sum of mandatory deferred balances are payable to the participant within thirty days after separation from service, but not in a later taxable year.

 

 

(3)

Amount reflects accumulated balance, earnings to date on the balance and registrant contributions for the SERP plan.

 

 

(4)

It is the policy of the Compensation Committee that a participant's shares of restricted stock under the 2007 Plan, 2005 Plan and 2003 Plan will become immediately vested upon death or disability.

 

 

(5)

It is the Compensation Committee's policy to waive the remaining restrictions on shares of restricted stock (to the extent permitted by the applicable plan and any agreement with the participant pursuant to which the shares were granted) upon an participant's death, disability, or retirement eligibility at age 62, or retirement eligibility at age 60 provided that the participant has been employed with the Company or its subsidiaries for ten years. The amounts reported here assume that Compensation Committee waived such remaining restrictions to the maximum extent permitted by the applicable plan and agreements.

          Richard J. Schalter resigned his position as Executive Vice President of the Company on December 29, 2008. The Company entered into a Separation Agreement, effective as of the date of resignation, with Mr. Schalter. Under the terms of the Agreement, Mr. Schalter will receive $305,000 in salary continuation through 2009. Mr. Schalter also received $26,979 for unused vacation.

          In connection with his resignation, Mr. Schalter received 50% of his mandatory deferred balance under the SPAR Management Incentive Bonus Plan (as provided for in the Plan), which was $44,899. The Company also agreed to pay Mr. Schalter the amount he would have received for 2008 under the SPAR Plan had his employment continued through December 31, 2008. Please see the Compensation Discussion and Analysis Section set forth above for details regarding the SPAR Plan. This payment to Mr. Schalter is $646,558 (to be paid six months following the termination of his employment in accordance with § 409A of the Internal Revenue Code and regulations issued thereunder).

          As a condition of receiving the benefits under the Agreement, Mr. Schalter made customary covenants and agreements, including confidentiality, non-disparagement of the Company, an agreement not to compete with the Company for 12 months, and a general release of claims.


-27-


Compensation of Directors


          The following table provides information concerning the compensation of Directors for Spartan's last completed fiscal year.

DIRECTOR COMPENSATION

 




Name(1)


 

Fees Earned
or Paid
in Cash
($)


 


Stock
Awards(2)(4)
($)


 


Option
Awards(2)(3)(4)
($)


 



Total
($)


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

David R. Wilson

 

$96,000

 

 

$114,151

 

 

--

 

 

$210,151

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Charles E. Nihart (5)

 

54,900

 

 

53,258

 

 

--

 

 

108,158

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

George Tesseris

 

54,900

 

 

53,258

 

 

--

 

 

108,158

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Kenneth Kaczmarek

 

52,200

 

 

53,258

 

 

--

 

 

105,458

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hugh W. Sloan, Jr.

 

53,000

 

 

35,951

 

 

--

 

 

88,951

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Richard R. Current(6)

 

20,800

 

 

--

 

 

--

 

 

20,800

 

______________________

(1)

Executive officers who serve as Directors receive no additional compensation for their service as Directors. All compensation paid to the named executive officers who serve as Directors is reported elsewhere in this Proxy Statement.

 

 

(2)

Amounts shown in these columns do not reflect the compensation actually received by the Director. Instead, amounts shown in this column represent the compensation costs the Company recognized as an expense in 2008 for financial accounting purposes, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. The fair values of the amounts expensed in 2008 were determined in accordance with SFAS 123(R). For additional valuation assumptions, see Note 9 - Stock Based Compensation to the Consolidated Financial Statements for the year ended December 31, 2008.

 

 

(3)

In fiscal year 2008, Spartan Motors did not grant any stock options or Stock Appreciation Rights ("SARs") and thus incurred no related expenses. All such prior awards were fully vested at their grant dates.

 

 

(4)

As of December 31, 2008, each Director had outstanding the following aggregate number of stock awards and options to purchase or SARs awards with respect to the following number of shares:


-28-


 



Name


 

Stock
Awards
(#)


 

Option/SAR
Awards
(# sh)


 

 

 

 

 

 

 

 

 

David R. Wilson

 

23,775

 

 

173,774

 

 

 

 

 

 

 

 

 

 

 

 

Charles E. Nihart

 

11,085

 

 

90,524

 

 

 

 

 

 

 

 

 

 

 

 

George Tesseris

 

11,085

 

 

106,274

 

 

 

 

 

 

 

 

 

 

 

 

Kenneth Kaczmarek

 

11,085

 

 

19,649

 

 

 

 

 

 

 

 

 

 

 

 

Hugh W. Sloan, Jr.

 

9,510

 

 

3,900

 

 

 

 

 

 

 

 

 

 

 

 

Richard R. Current

 

--

 

 

--

 

 


(5)

Mr. Nihart will not be standing for re-election when his current term ends on May 20, 2009.

 

 

(6)

Mr. Current joined the Board of Directors on July 22, 2008.

          Each non-employee Director receives a $4,500 quarterly retainer fee, with the exception of Mr. Current who received a prorated amount of $3,000 in the third quarter of 2008 when he first joined the Board. In addition, Non-employee Directors receive a fee of $1,400 for each meeting of the Board of Directors attended and $700 for each conference call of the Board of Directors in which he/she participates. The fees for meeting attendance and conference call participation are per diem amounts - i.e. if a Director attends a Board and committee meeting on the same day, only one fee is paid, except that Directors, who are members of all three Board committees, except for the Chairman, have received an additional $1,000 for attending three or more such meetings in one day.

          Committee chairs receive an additional annual fee as follows:

 

Audit Committee Chairman

$ 4,000

 

 

 

 

 

Compensation Committee
Chairman

$ 4,000

 

 

 

 

 

Corporate Governance and
Nominating Committee

$ 2,000

          In lieu of the foregoing fees, David R. Wilson, Chairman of the Board, receives a $96,000 annual retainer fee, which is paid in monthly installments.

          Each non-employee Director receives an annual grant of restricted stock under the 2005 or 2007 Stock Incentive Plans (awards will be made under the 2005 Plan until it is exhausted, and then under the 2007 Plan). The restricted stock is awarded on or about June 30 of each year, and has a vesting period of three years. When a non-employee Director retires (as described below), all restricted stock granted under the Plan shall vest in accordance with their terms and their ownership of the restricted stock will not be affected.

          Retirement occurs when a Director completes a term for which he or she was elected and either (i) the Director is not re-elected by shareholders for a subsequent term, or (ii) the Director declines to stand for re-election and such Director is 62 years of age or 60 years of age with at least 10 years of service with the Company. The Committee has sole discretion in applying an appropriate age or other factors as may be set forth in the Incentive Award agreement or other grant document with respect to a director, participant or a particular Incentive award.


-29-


          The number of shares for each annual award of restricted stock is fixed (subject to anti-dilution adjustment for events such as stock splits). In 2008, each non-employee Director other than the Chairman of the Board received a grant of 6,360 shares of restricted stock on June 30, 2008. The Chairman of the Board received grants of 13,650 shares of restricted stock on June 30, 2008.

          Prior to 2008, each non-employee Director generally received a fixed number of fully-vested Stock Appreciation Rights (subject to anti-dilution provisions), annually on December 31. For 2008, the Company discontinued the granting of stock appreciation rights in lieu of restricted stock awards which vest over time. This practice was considered effective in aligning director rewards with long term shareholder returns and is consistent with incentives given to Company executives. Additionally, restricted stock awards can be more effective at retaining key personnel in a volatile or depressed stock market.

          Directors are also eligible to participate in the Spartan Motors, Inc. Directors' Stock Purchase Plan. This plan provides that non-employee Directors of Spartan Motors may elect to receive at least 25% and up to 100% of their "Director's fees" in the form of Spartan Motors common stock. The term "Director's fees" means the amount of income payable to a non-employee Director for his or her service as a Director of Spartan Motors, including payments for attendance at meetings of Spartan Motors' Board of Directors or meetings of committees of the Board, and any retainer fee paid to such persons as members of the Board. A non-employee Director who elects to receive Spartan Motors common stock in lieu of some or all of his or her Director's fees will, on or shortly after each "applicable date," receive a number of shares of common stock (rounded down to the nearest whole share) determined by dividing (1) the dollar amount of the Director's fees payable to him or her on the applicable date that he or she has elected to receive in common stock by (2) the market value of common stock on the applicable date. The term "applicable date" means any date on which a Director's fee is payable to the participant. To date, no shares have been issued under this plan.


Compensation Committee Report


          The Compensation Committee has reviewed and discussed with management the information provided under the heading "Compensation Discussion and Analysis." Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in Spartan's annual report on Form 10-K and Proxy Statement on Schedule 14A.

Respectfully submitted,

George Tesseris, Chairman
Charles E. Nihart
David R. Wilson
Hugh W. Sloan, Jr.


Compensation Committee Interlocks


          Compensation Committee Interlocks and Insider Participation. Messrs. Tesseris, Nihart, Sloan and Wilson served as members of the Compensation Committee during the last completed fiscal year. None of the above members of the Compensation Committee were, during the fiscal year, an officer or employee of Spartan Motors or formerly an officer of Spartan Motors. None of Spartan's executive officers served as a member of a Compensation Committee (or Board committee performing a similar function) for another entity.


-30-


Transactions with Related Persons


Transactions with Related Persons

          Since January 1, 2008, the Company did not engage in any transactions, nor are any such transactions currently proposed, in which a related person had or will have a direct or indirect material interest and which involves an amount exceeding $120,000.

          The Code of Business Conduct and Compliance requires all officers and employees who may have a potential or apparent conflict of interest to immediately notify the Compliance Officer and requires all Directors who may have a potential or apparent conflict of interest to immediately notify the remaining members of the Board of Directors. We expect our Directors, officers and employees to act and make decisions that are in the Company's best interests and encourage them to avoid situations which present a conflict between our interests and their own personal interests. The Directors, officers and employees are prohibited from taking any action that makes it difficult to perform his or her Company work objectively and effectively, or that cloud or interfere with that person's judgment in the course of his or her job for the Company.

          Additionally, it is the Company's unwritten policy that the Audit Committee of the Board of Directors reviews all material transactions with any related person as identified by management. Generally speaking, a "related" person is a Director, executive officer, or affiliate of the Company, or a family member of a Director, executive officer, or affiliate of the Company. To identify related person transactions, each year we submit and require our Directors and officers to complete Director and Officer Questionnaires identifying any transactions with the Company in which the officer or Director or their family members have an interest. Additionally, material undertakings by the Company are reviewed by management, with a view, in part, to identify if a related person is involved. A "related person transaction" is any transaction involving more than $120,000 in which the Company participates and a "related" person has a direct or indirect material interest. The Audit Committee intends to approve only those related person transactions that are in the best interests of the Company and its shareholders (or not inconsistent with the best interests of the Company or its shareholders).









-31-


Audit Committee Report


          The Audit Committee reviews and supervises on behalf of the Board of Directors Spartan Motors' procedures for recording and reporting the financial results of its operations. Spartan Motors' management has primary responsibility for the financial statements and the reporting process, including the systems of internal controls. As part of its supervisory duties, the Audit Committee has reviewed Spartan Motors' audited financial statements for the year ended December 31, 2008, and has discussed those financial statements with Spartan Motors' management.

          The Audit Committee has also discussed with Spartan Motors' independent registered public accounting firm, who are responsible for expressing an opinion on the conformity of those financial statements with generally accepted accounting principles, the judgments of the independent registered public accounting firm concerning the quality, not just the acceptability, of Spartan Motors' accounting principles and such other matters that are required under applicable rules, regulations, U.S. generally accepted accounting principles or the standards of the Public Company Accounting Standards Oversight Board (United States) (PCAOB) to be discussed with the independent registered public accounting firm. In addition, the Audit Committee has received from the independent registered public accounting firm the written disclosures required by the PCAOB and has discussed their independence from Spartan Motors and Spartan Motors' management with them, including a consideration of the compatibility of non-audit services with their independence.

          After and in reliance upon the reviews and discussions described above, the Audit Committee recommended to Spartan Motors' Board of Directors that the audited financial statements for the year ended December 31, 2008 be included in Spartan Motors' annual report on Form 10-K for the year ended December 31, 2008.

Respectfully submitted,

Charles E. Nihart, Chairman
Richard R. Current
Kenneth Kaczmarek
Hugh W. Sloan, Jr.
David R. Wilson









-32-


Independent Auditors


          On March 23, 2007, Spartan Motors, Inc.'s (the "Company") Audit Committee approved the dismissal of Ernst & Young LLP as principal independent registered public accounting firm for the Company.

          Ernst & Young LLP's reports on the financial statements of the Company for the year ended December 31, 2006 did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles. During the year ended December 31, 2006 and through March 23, 2007, there were no disagreements with Ernst & Young LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Ernst & Young LLP, would have caused Ernst & Young LLP to make reference to the subject matter of the disagreements in Ernst & Young's report on the Company's financial statements for such year.

          During the year ended December 31, 2006 and through March 23, 2007, there were no "reportable events," as defined in Item 304(a)(1)(v) of Regulation S-K, in connection with the Company.

          On March 23, 2007, the Audit Committee approved the appointment of BDO Seidman, LLP as its new principal independent registered public accounting firm. During the years ended December 31, 2006 and 2005 and through March 23, 2007, the Company (or someone on its behalf) did not consult BDO Seidman, LLP regarding either:

 

the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, nor did BDO Seidman, LLP provide a written report or oral advice to the Company that BDO Seidman, LLP concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or

     

 

any matter that was either the subject of a "disagreement" (as defined in Item 304(a)(1)(iv) of Regulation S-K and the instructions related thereto) or a "reportable event," as defined in Item 304(a)(1)(v) of Regulation S-K.

Proposal to Ratify Appointment of BDO Seidman, LLP as Spartan Motors' Independent Auditors for the Current Fiscal Year

          Subject to the ratification of shareholders, Spartan Motors' Audit Committee has appointed BDO Seidman, LLP as its independent registered public accounting firm for its 2009 fiscal year. Representatives of BDO Seidman, LLP are expected to be present at the annual meeting of shareholders, will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions from shareholders.

          Your Board of Directors recommends that you vote FOR ratification of the appointment of BDO Seidman, LLP.



-33-


BDO Seidman LLP's Fees

          All fees paid to BDO Seidman, LLP for services performed in 2008 and 2007, were approved pursuant to Spartan Motors' Audit Committee Pre-Approval Policy described above under "Audit Committee" on page 8. A summary of the fees billed by BDO Seidman, LLP for each of the last two calendar years follows.

 

 

 

2008


 

2007


 

 

 

 

 

 

 

 

 

Audit Fees(1)

 

$413,000

 

$451,884

 

 

Audit-Related Fees(2)

 

28,620

 

22,398

 

 

Tax Fees(3)

 

213,337

 

141,340

 

 

Other Fees(4)

 

--

 

--

 


(1)

Represents the aggregate fees billed for professional services rendered by the principal accountant for the audit of the Company's annual financial statements and review of financial statements included in the Company's Form 10-Q or Form 10-K and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.

 

 

(2)

Represents the aggregate fees billed for completion of the employee benefit plan audit and general accounting consultations and services that are unrelated to the annual audit.

 

 

(3)

Represents the aggregate fees for professional services rendered by the principal accountant for tax compliance.

 

 

(4)

BDO Seidman, LLP did not bill Spartan Motors for any services other than those described above.





-34-


Section 16(a) Beneficial Ownership Reporting Compliance


          Section 16(a) of the Securities Exchange Act of 1934 requires Spartan Motors' Directors and officers and persons who beneficially own more than 10% of the outstanding shares of common stock to file reports of ownership and changes in ownership of shares of common stock with the Securities and Exchange Commission. Directors, officers and greater than 10% beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file with the SEC. Based solely on our review of the copies of such reports that we received, or written representations from certain reporting persons that no reports on Form 5 were required for those persons for the 2008 fiscal year, we believe that our Directors and officers complied with all applicable Section 16(a) filing requirements during 2008.


Shareholder Proposals


          Shareholder proposals intended to be presented at the annual meeting of shareholders in the year 2010 and that a shareholder would like to have included in the Proxy Statement and form of proxy relating to that meeting must be received by Spartan Motors for consideration not later than December 21, 2009 to be considered for inclusion in the Proxy Statement and form of proxy relating to that meeting. Such proposals of shareholders should be made in accordance with Rule 14a-8 under the Securities Exchange Act of 1934. All other proposals of shareholders that are intended to be presented at the annual meeting in the year 2010 must be received by Spartan Motors not later than December 21, 2009 or they will be considered untimely.












-35-


Solicitation of Proxies


          We will initially solicit proxies by mail. In addition, Directors, officers and employees of Spartan Motors and its subsidiaries may solicit proxies by telephone or facsimile or in person without additional compensation. Proxies may be solicited by nominees and other fiduciaries that may mail materials to or otherwise communicate with the beneficial owners of shares held by them. Spartan Motors will bear all costs of the preparation and solicitation of proxies, including the charges and expenses of brokerage firms, banks, trustees or other nominees for forwarding proxy material to beneficial owners.

Important Notice Regarding Delivery of Shareholder Documents.

          As permitted by Securities and Exchange Commission rules, only one copy of this Proxy Statement and the 2008 annual report to shareholders is being delivered to multiple shareholders sharing the same address unless Spartan Motors has received contrary instructions from one or more of the shareholders who share the same address. We will deliver on a one-time basis, promptly upon written or oral request from a shareholder at a shared address, a separate copy of the Proxy Statement and the 2008 annual report to shareholders.

          Any shareholder sharing an address may request to receive and instruct us to send separate copies of the Proxy Statement and annual report to shareholders on an ongoing basis by written or oral request. Requests in writing should be addressed to Spartan Motors, Inc., Attn: James W. Knapp, Secretary, 1000 Reynolds Road, Charlotte, Michigan 44813. Requests may be made by calling the Company at (517) 543-6400. We will begin sending separate copies of such documents within thirty days of receipt of such instructions.

          Shareholders sharing an address who are currently receiving multiple copies of the Proxy Statement and annual report to shareholders may instruct us to deliver a single copy of such documents on an ongoing basis. Such instructions must be in writing and must be signed by each shareholder who is currently receiving a separate copy of the documents. This request with appropriate signatures, must be addressed to Mr. Knapp at the address above and will continue in effect unless and until we receive contrary instructions as provided above.

Form 10-K Report Available.

          Spartan Motors' annual report to the Securities and Exchange Commission on Form 10-K, including financial statements and financial statement schedules, will be provided to you without charge upon written request. Please direct your requests to Mr. Knapp at the address above. In addition, Spartan Motors' annual report to the Securities and Exchange Commission on Form 10-K is available on Spartan Motors' website at www.spartanmotors.com in the "Investor Information" section.

BY ORDER OF THE BOARD OF DIRECTORS

James W. Knapp
Secretary

Charlotte, Michigan
April 20, 2009



-36-


ANNUAL MEETING OF SHAREHOLDERS OF

SPARTAN MOTORS, INC.

May 20, 2009






Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.





\/ Please detach along perforated line and mail in the envelope provided. \/



Your Board of Directors Recommends That You VOTE FOR ALL NOMINEES AND FOR ALL OTHER PROPOSALS.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE:  x



         

FOR

AGAINST

ABSTAIN

1.

 

To elect two directors for three-year terms expiring in 2012.

2.

Proposal to ratify the Audit Committee's appointment of BDO Seidman LLP as independent auditors for the current fiscal year.

o

o

o

               
     

NOMINEES:

         
 

o

FOR ALL NOMINEES

o

Kenneth Kaczmarek

         
     

o

John E. Sztykiel

         
 

o

WITHHOLD AUTHORITY
FOR ALL NOMINEES

     
           
 

o

FOR ALL EXCEPT
(See instruction below)

     

 

INSTRUCTION:

To withhold authority to vote for any individual nominee(s), mark "FOR ALL EXCEPT"
and fill in the circle next to that nominee's name. Fill in the circle as shown here:


 

To change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that
changes to the registered name(s) on the account may not be submitted via
this method.

  o


 

Signature of Shareholder

 

Date:  

 

Signature of Shareholder

 

Date:  

 
 

Note:  

Please sign exactly as your name or names appear on this Proxy. If shares are held jointly, each holder should sign. If signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

























PROXY

 

PROXY

 

SPARTAN MOTORS, INC.

 

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
for the Annual Meeting of Shareholders to be held May 20, 2009

          The undersigned acknowledges receipt of the Notice of Annual Meeting and Proxy Statement for the Annual Meeting of Shareholders of Spartan Motors, Inc. to be held at the Eaton Area Senior Center located at 804 South Cochran Avenue, Charlotte, Michigan 48813, on May 20, 2009 and hereby appoints John E. Sztykiel and James W. Knapp, and each of them, proxies of the undersigned, each with full power of substitution, to vote all shares of common stock of Spartan Motors, Inc. held of record by the undersigned as of April 2, 2009 at such Annual Meeting, and at any adjournment thereof, for the purposes of acting upon the proposals referred to on the reverse side, and of acting in their discretion upon such other matters as may come before the meeting.

          You are encouraged to specify your choices by marking the appropriate boxes. SEE REVERSE SIDE. If this Proxy is properly executed, the shares will be voted as specified. Where a vote is not specified, the proxies will vote the shares represented by this Proxy FOR the election of all nominees listed for directors and FOR the approval of the proposal identified on this Proxy. The shares represented by this Proxy will be voted in the discretion of the proxies on any other matters that may come before the meeting. The proxies cannot vote your shares unless you sign and return this card.

(Continued and to be signed on the reverse side)


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