VSNT » Topics » Compensation Committee Interlocks and Insider Participation

This excerpt taken from the VSNT DEF 14A filed Feb 27, 2009.

Compensation Committee Interlocks and Insider Participation

        The members of the Compensation Committee throughout all of fiscal 2008 were Messrs. Delevati, Bellary and May, none of whom had ever been an officer or employee of the Company or any of its subsidiaries. During fiscal 2008, no executive officer of the Company served as a member of the board of directors or compensation committee of any entity that had one or more executive officers serving on the Company's Board or Compensation Committee.

51



REPORT OF THE AUDIT COMMITTEE

        The Audit Committee is composed of three independent directors and operates under a written charter approved by the Audit Committee and adopted by the Board, a copy of which is attached as Appendix "1" to this Proxy Statement and is also available on the Investor Relations section of our website at www.versant.com. Uday Bellary, William Henry Delevati and Dr. Herbert May are the current members of the Audit Committee. The Audit Committee recommended to the Board the selection of Grant Thornton LLP as the Company's independent registered public accounting firm.

        Management is responsible for the Company's internal controls and the financial reporting process. Grant Thornton LLP is responsible for performing an independent audit of the Company's consolidated financial statements in accordance with generally accepted auditing standards and issuing a report thereon. The Audit Committee's responsibility is to monitor and oversee these processes, including by engaging in discussions with management and Grant Thornton LLP.

        In this context, the Audit Committee has reviewed and discussed the Company's audited financial statements for fiscal 2008 with Versant's management and Grant Thornton LLP. As part of this discussion, management has confirmed to the Audit Committee that the Company's consolidated financial statements were prepared in accordance with generally accepted accounting principles.

        The Audit Committee also has discussed with Grant Thornton LLP the matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees. The Audit Committee has received the written disclosures and the letter from Grant Thornton LLP required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees. The Audit Committee also has discussed with Grant Thornton LLP that firm's independence. Based on the review and discussions described in this report, and subject to the limitations on the role and responsibilities of the Audit Committee referred to in this report and its charter, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in our Annual Report on Form 10-K for our fiscal year ended October 31, 2008.

        The preceding report of the Audit Committee of the Company's Board of Directors is required by the SEC and shall not be deemed to be incorporated by reference into any filing under the Securities Act or under the Exchange Act by any general statement incorporating by reference this Proxy Statement, and shall only be incorporated into other filings to the extent that the Company specifically incorporates this information by reference, and shall not be deemed soliciting material or filed under the Securities Act or Exchange Act.

                        AUDIT COMMITTEE
                        Uday Bellary
                        William Henry Delevati
                        Dr. Herbert May

52



SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Section 16 of the Exchange Act requires Versant's directors and officers, and persons who own more than 10% of a registered class of Versant's equity securities, to file initial reports of ownership and reports of changes in ownership with the SEC. Such persons are required by SEC regulations to furnish Versant with copies of all Section 16(a) forms they file. Based solely on the review of the copies of such forms furnished to Versant and written representations from the executive officers and directors of the Company, Versant believes that all Section 16(a) filing requirements were met during fiscal 2008.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

This excerpt taken from the VSNT DEF 14A filed Feb 28, 2008.

Compensation Committee Interlocks and Insider Participation

        The members of the Compensation Committee throughout all of fiscal 2007 were Messrs. Delevati, Bellary and May, none of whom had ever been an officer or employee of the Company or any of its subsidiaries. During fiscal 2007, no executive officer of the Company served as a member of the board of directors or compensation committee of any entity that had one or more executive officers serving on the Company's Board or Compensation Committee.

36



REPORT OF THE AUDIT COMMITTEE

        The Audit Committee is composed of three independent directors and operates under a written charter approved by the Audit Committee and adopted by the Board. A copy of the charter was filed with the Company's Proxy Statement for its 2005 Annual Meeting of Shareholders. Uday Bellary, William Henry Delevati and Dr. Herbert May are the current members of the Audit Committee. The Audit Committee recommends to the Board the selection of Grant Thornton LLP as the Company's independent registered public accounting firm.

        Management is responsible for the Company's internal controls and the financial reporting process. Grant Thornton LLP is responsible for performing an independent audit of the Company's consolidated financial statements in accordance with generally accepted auditing standards and issuing a report thereon. The Audit Committee's responsibility is to monitor and oversee these processes, including by engaging in discussions with management and Grant Thornton LLP.

        In this context, the Audit Committee has reviewed and discussed the Company's audited financial statements for fiscal 2007 with management and Grant Thornton LLP. As part of this discussion, management has confirmed to the Audit Committee that the Company's consolidated financial statements were prepared in accordance with generally accepted accounting principles.

        The Audit Committee also has discussed with Grant Thornton LLP the matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees. The Audit Committee has received the written disclosures and the letter from Grant Thornton LLP required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees. The Audit Committee also has discussed with Grant Thornton LLP that firm's independence. Based on the review and discussions described in this report, and subject to the limitations on the role and responsibilities of the Audit Committee referred to in this report and its charter, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in our Annual Report on Form 10-K for our fiscal year ended October 31, 2007.

        The preceding report of the Audit Committee of the Company's Board of Directors is required by the SEC and shall not be deemed to be incorporated by reference into any filing under the Securities Act or under the Exchange Act by any general statement incorporating by reference this Proxy Statement, and shall only be incorporated into other filings to the extent that the Company specifically incorporates this information by reference, and shall not be deemed soliciting material or filed under the Securities Act or Exchange Act.

    AUDIT COMMITTEE
    Uday Bellary
    William Henry Delevati
    Dr. Herbert May

37



SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Section 16 of the Exchange Act requires Versant's directors and officers, and persons who own more than 10% of a registered class of Versant's equity securities, to file initial reports of ownership and reports of changes in ownership with the SEC. Such persons are required by SEC regulations to furnish Versant with copies of all Section 16(a) forms they file. Based solely on the review of the copies of such forms furnished to Versant and written representations from the executive officers and directors of the Company, Versant believes that, with the exception of the following late filings, all Section 16(a) filing requirements were met during fiscal 2007:

    The grant of an option to purchase 3,929 shares of Versant Common Stock to Uday Bellary on August 22, 2007, that was reported on Form 4 on September 21, 2007.

    The grant of an option to purchase 3,929 shares of Versant Common Stock to William Henry Delevati on August 22, 2007, that was reported on Form 4 on September 21, 2007.

    The grant of an option to purchase 3,929 shares of Versant Common Stock to Herbert May on August 22, 2007, that was reported on Form 4 on September 21, 2007.

    The grant of an option to purchase 3,929 shares of Versant Common Stock to Bernhard Woebker on August 22, 2007, that was reported on Form 4 on September 21, 2007.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

This excerpt taken from the VSNT DEF 14A filed Feb 28, 2007.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee during fiscal 2006 were Messrs. Delevati, Bellary and May and they each served as members of the Compensation Committee throughout fiscal 2006. None of the members of the Compensation Committee during fiscal 2006 had ever been an officer or employee of the Company or any of its subsidiaries. During fiscal 2006, no executive officer of the Company served as a member of the board of directors or compensation committee of any entity that had one or more executive officers serving on the Company’s Board or Compensation Committee.

This excerpt taken from the VSNT DEF 14A filed Feb 28, 2006.
Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee during fiscal 2005 were Messrs. Delevati, Bellary and May. Messrs Delevati, Bellary and May served as members of the Compensation Committee throughout fiscal 2005. None of the members of the Compensation Committee during fiscal 2005 had ever been an officer or employee of the Company or any of its subsidiaries. During fiscal 2005, no executive officer of the Company served as a member of the board of directors or compensation committee of any entity that had one or more executive officers serving on the Company’s Board or Compensation Committee.

This excerpt taken from the VSNT DEF 14A filed Jul 21, 2005.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee during fiscal 2004 were Messrs. Delevati, Roberts, Bellary, and Dr. May. Mr. Roberts resigned from the Company’s Board in connection with the merger with Poet in March 2004, and Mr. Bellary and Dr. May were elected to the Compensation Committee in May 2004. Mr. Delevati served as a member of the Compensation Committee throughout fiscal 2004. None of the members of the Compensation Committee during fiscal 2004 had ever been an officer or employee of the Company or any of its subsidiaries. During fiscal 2004, no executive officer of the Company served as a member of the board of directors or compensation committee of any entity that had one or more executive officers serving on the Company’s Board or Compensation Committee.

Under the merger agreement with Poet, the Company agreed to appoint Dr. May, who was a director of Poet prior to the merger, to serve on the board of directors of Versant and Poet following the merger. Pursuant to the merger agreement, Versant agreed to assume and perform the obligations of Poet, subject to certain exceptions, under any indemnification agreements that existed as of the date of the merger agreement with any individual who was an executive officer or director of Poet as of that date, including any indemnification agreement with Dr. May.

Upon completion of the merger, the Company assumed all outstanding Poet stock options, including options to purchase 112,000 shares of Versant common stock held by Dr. May.

As described under “Director Compensation” above, pursuant to agreements reached in connection with its acquisition of Poet, after consummation of the Poet merger in March 2004, the Company began paying its “Outside Directors” cash compensation for their services as directors at the rate of $25,000 per annum, and agreed to do so from the effective time of the merger in March 2004 until the date of its 2004 annual meeting of shareholders, which took place on August 17, 2004.

13




This excerpt taken from the VSNT 10-K filed Feb 28, 2005.

Compensation Committee Interlocks and Insider Participation

 

The members of the Compensation Committee during fiscal 2004 were Messrs. Delevati, Roberts, and Bellary and Dr. May. Mr. Roberts resigned from the Company’s Board in connection with the merger with Poet in March 2004, and Mr. Bellary and Dr. May were elected to the Compensation Committee in May 2004. Mr. Delevati served as a member of the Compensation Committee throughout fiscal 2004. None of the members of the Compensation Committee during fiscal 2004 had ever been an officer or employee of the Company or any of its subsidiaries. No executive officer of the Company serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on the Company’s Board or Compensation Committee.

 

Under the merger agreement with Poet, Versant agreed to appoint Herbert May, who was a director of Poet prior to the merger, to serve on the board of directors of Versant and Poet following the merger.  Pursuant to the merger agreement, Versant agreed to assume and perform the obligations of Poet, subject to certain exceptions, under any indemnification agreements that existed as of the date of the merger agreement with any individual who was an executive officer or director of Poet as of that date, including any indemnification agreement with Dr. May.

 

Upon completion of the merger, Versant assumed all outstanding Poet stock options, including options to purchase 112,000 shares of Versant common stock held by Herbert May. 

 

As described under “Director Compensation” above, pursuant to agreements reached in connection with its acquisition of Poet, after consummation of the Poet merger in March 2004, Versant began paying its “Outside Directors” cash compensation for their services as directors at the rate of $25,000 per annum, and agreed to do so from the effective time of the merger in March 2004 until the date of its 2004 annual meeting of shareholders, which took place on August 17, 2004.

 

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