WWW » Topics » PART III

This excerpt taken from the WWW 10-K filed Feb 26, 2008.

PART III

Item 10.

Directors and Executive Officers of the Registrant.

          The Company's Audit Committee is comprised of four Board members, all of whom are independent under independence standards adopted by the Board and applicable SEC Regulations and New York Stock Exchange standards (including independence standards related specifically to Audit Committee membership). The Audit Committee members each have financial and business experience with companies of substantial size and complexity and have a significant understanding of generally accepted accounting principles, financial statements, internal controls and audit committee functions. The Company's Board of Directors has determined that David T. Kollat and Jeffrey M. Boromisa are audit committee financial experts, as defined by the SEC. Additional information regarding the Audit Committee is provided in the Definitive Proxy Statement of the Company with respect to the Annual Meeting of Stockholders to be held on April 17, 2008, under the caption "Wolverine's Board of Directors" under the subheading "Board Committees and Meetings - Audit Committee."

          The Company has adopted an Accounting and Finance Code of Ethics that applies to the Company's principal executive officer, principal financial officer and principal accounting officer, and has adopted a Code of Conduct & Compliance that applies to the Company's directors and employees. The Accounting and Finance Code of Ethics and the Code of Conduct & Compliance are available on the Company's website, www.wolverineworldwide.com. Any waiver from the Accounting and Finance Code of Ethics or the Code of Conduct & Compliance with respect to the Company's executive officers and directors will be disclosed on the Company's website. Any amendment to the Accounting and Finance Code of Ethics will be disclosed on the Company's website.

          The information regarding directors of the Company contained under the caption "Election of Directors" and under the caption "Wolverine's Board of Directors" under the subheading "Nominees for Terms Expiring in 2011," "Continuing Directors - Terms Expiring in 2010," and "Continuing Directors -

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Terms Expiring in 2009" in the definitive Proxy Statement of the Company with respect to the Annual Meeting of Stockholders to be held on April 17, 2008, is incorporated herein by reference.

          The information regarding directors and executive officers of the Company under the caption "Related Matters" under the subheading "Section 16(a) Beneficial Ownership Reporting Compliance" in the definitive Proxy Statement of the Company with respect to the Annual Meeting of Stockholders to be held on April 17, 2008, is incorporated herein by reference. Additional information regarding Executive Officers is provided in the Supplemental Item following Item 4 of Part I above.

Item 11.

Executive Compensation.

          The information contained under the captions "Executive Compensation," "Potential Payments Upon Termination or Change in Control," "Compensation Committee Interlocks and Insider Participation" and "Compensation Committee Report" in the definitive Proxy Statement of the Company with respect to the Annual Meeting of Stockholders to be held on April 17, 2008, is incorporated herein by reference.

Item 12.

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

          The information contained under the caption "Ownership of Wolverine Stock" contained in the definitive Proxy Statement of the Company with respect to the Annual Meeting of Stockholders to be held on April 17, 2008, is incorporated herein by reference.

          The following table provides information about Wolverine's equity compensation plans as of December 29, 2007:





39


Equity Compensation Plan Information









Plan Category (1)


 


Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights
(a)


 



Weighted Average
Exercise Price of
Outstanding
Options,
Warrants and
Rights
(b)


 


Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in
Column (a))
(c)


Equity compensation
plans approved by
security holders

 

 



4,588,245



(2)(3)

 



$



18.46

 

 

 



4,386,758



(4)

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity compensation
plans not approved by
security holders

 




-


 

 

 



N/A


 

 

 



-


 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

4,588,245


 

 

$


18.46


 

 

 

4,386,758


 

Notes to Equity Compensation Plan Information

(1)

Each plan for which aggregated information is provided contains customary anti-dilution provisions that are applicable in the event of a stock split, stock dividend or certain other changes in the Company's capitalization.

 

 

(2)

Includes: (i) 4,137,061 stock options awarded to employees under the 1993 Stock Incentive Plan, the 1995 Stock Incentive Plan, the 1997 Stock Incentive Plan, the Stock Incentive Plan of 1999, the Stock Incentive Plan of 2001, the Stock Incentive Plan of 2003 and the Stock Incentive Plan of 2005; and (ii) and 451,184 stock options awarded to non-employee directors under the Stock Incentive Plan of 2005 and the Amended and Restated Directors' Stock Option Plan approved by stockholders in 2002 and the previous Amended and Restated Directors' Stock Option Plan initially adopted in 1988. Column (a) does not include stock units credited to outside directors' fee accounts or retirement accounts under the Outside Directors' Deferred Compensation Plan. Stock units do not have an exercise price. Each stock unit credited to a director's fee account and retirement account under the Outside Directors' Deferred Compensation Plan will be converted into one share of common stock upon distribution. Column (a) also does not include shares of restricted or unrestricted common stock previously issued under the Company's equity compensation plans.

 

 

(3)

Of this amount, 953,150 options were not exercisable as of December 29, 2007, due to vesting restrictions.

 

 

(4)

Comprised of: (i) 508,392 shares available for issuance under the Outside Directors' Deferred Compensation Plan upon the retirement of the current directors or upon a change in control; and (ii) 3,878,366 shares issuable under the various employee stock incentive plans. Of these total amounts available, the number of shares with respect to the following plans may be issued other than upon the exercise of an option, warrant or right as of December 29, 2007:


40


 

Outside Directors' Deferred Compensation Plan: 508,392

 

Stock Incentive Plan of 1999: 32,428

 

Stock Incentive Plan of 2001: 382,966

 

Stock Incentive Plan of 2003: 75,852

 

Stock Incentive Plan of 2005: 1,693,560


 

The Outside Directors' Deferred Compensation Plan is a supplemental, unfunded, nonqualified deferred compensation plan for non-employee directors. Beginning in 2006, the Company began paying an annual equity retainer to non-management directors in the form of a contribution under the Outside Directors' Deferred Compensation Plan. Participation in the plan in addition to the annual equity retainer is voluntary. The plan allows participating directors to receive, in lieu of some or all directors' fees, a number of stock units equal to the amount of the deferred directors' fees divided by the fair market value of the Company's common stock on the date of payment of the next cash dividend on the Company's common stock. These stock units are increased by a dividend equivalent based on dividends paid by the Company and the amount of stock units credited to the participating director's fee account and retirement account. Upon distribution, the participating directors receive a number of shares of the Company's common stock equal to the number of stock units to be distributed at that time. Distribution is triggered by termination of service as a director or by a change in control of the Company and can occur in a lump sum, in installments or on another deferred basis. Of the 508,392 shares issuable under the Outside Directors' Deferred Compensation Plan, 194,002 shares have been issued to a trust to satisfy the Company's obligations and are included in shares reported as issued and outstanding as of the record date.

 

 

 

The employee stock incentive plans listed above are equity-based incentive plans for officers, key employees, and, under the Stock Incentive Plan of 2005, directors. Those plans authorize awards of stock options, restricted common stock, common stock and, under certain plans, tax benefit rights, restricted stock units, deferred stock units, and/or stock appreciation rights. The Stock Incentive Plans of 2001 and 2003 specifically limit the number of shares that can be awarded as restricted or unrestricted common stock to 40% and 15%, respectively, of the shares authorized under the plan. The Stock Incentive Plan of 2005 provides that each share of restricted or unrestricted common stock, each restricted stock unit and each stock appreciation right is counted as two shares against the total number of shares authorized under the plan. The number of securities listed as remaining available in column (c) of the table assumes the grant of all stock options, which count as only one share against the total number of shares authorized under the Stock Incentive Plan of 2005. Actual shares available under the Stock Incentive Plan of 2005 will be less to the extent that awards of restricted or unrestricted common stock, restricted stock units or stock appreciation rights are issued from that plan. The numbers provided in this footnote and in column (c) will increase to the extent that options relating to the number of shares listed in column (a) of the table or other outstanding awards (e.g., shares of restricted or unrestricted stock, restricted stock units or stock appreciation rights) previously issued under a plan are canceled, surrendered, modified, exchanged for substitutes or expire or terminate prior to exercise or vesting because the number of shares underlying any such awards will again become available for issuance under the plan under which the award was granted.


Item 13.

Certain Relationships and Related Transactions, and Director Independence.

          The information contained under the caption "Related Matters" under the subheading "Certain Relationships and Related Transactions" contained in the definitive Proxy Statement of the Company with respect to the Annual Meeting of Stockholders to be held on April 17, 2008, is incorporated herein

41


by reference. The information contained under the caption "Corporate Governance Principles" under the subheading "Independence" contained in the definitive Proxy Statement of the Company with respect to the Annual Meeting of Stockholders to be held on April 17, 2008, is incorporated herein by reference.

Item 14.

Principal Accountant Fees and Services.

          The information contained under the caption "Selection of Auditors" in the definitive Proxy Statement of the Company with respect to the Annual Meeting of Stockholders to be held on April 17, 2008, is incorporated herein by reference.

This excerpt taken from the WWW 10-K filed Feb 28, 2007.

PART II

Item 5.

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

          The Company's common stock is traded on the New York Stock Exchange under the symbol "WWW." The following table shows the high and low stock prices on the New York Stock Exchange and dividends declared by calendar quarter for 2006 and 2005. The number of stockholders of record on February 21, 2007, was 1,388.

 


 


 


 


 


 


 


 


2006


 


2005


 


 


Stock Price


High


 


Low


 


High


 


Low


 


 

     First quarter

$

24.21

 

$

20.96

 

$

23.65

 

$

20.04

 

 

     Second quarter

 

25.18

 

 

20.26

 

 

25.70

 

 

18.90

 

 

     Third quarter

 

26.46

 

 

22.27

 

 

25.02

 

 

20.48

 

 

     Fourth quarter

 

30.20

 

 

25.41

 

 

22.95

 

 

19.35

 


 


 


 


 


 


 


 


Cash Dividends Declared Per Share


2006


 


2005


 


 

     First quarter

$

.075

 

$

.065

 

 

     Second quarter

 

.075

 

 

.065

 

 

     Third quarter

 

.075

 

 

.065

 

 

     Fourth quarter

 

.075

 

 

.065

 


 

 

A quarterly dividend of $0.09 per share was declared during the first quarter of fiscal 2007.

 

 

 

 

 

All prices and dividends are adjusted for the Company's three-for-two stock split distribution on February 1, 2005.

 

 

 

 

 

See Item 12 for information with respect to the Company's equity compensation plans.



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          The following table relates information regarding the Company's purchases of its own common stock during the fourth quarter:

This excerpt taken from the WWW 10-K filed Mar 15, 2006.

PART II

Item 5.

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

          The Company's common stock is traded on the New York Stock Exchange and the Pacific Exchange under the symbol "WWW." The following table shows the high and low stock prices on the New York Stock Exchange and dividends declared by calendar quarter for 2005 and 2004. The prices and dividends shown below are adjusted to reflect the three-for-two stock split distributed on February 1, 2005. The number of stockholders of record on March 1, 2006, was 1,450.

 


 


 


 


 


 


 


 


2005


 


2004


 


 


Stock Price


High


 


Low


 


High


 


Low


 


 

First quarter

$

23.65

 

$

20.04

 

$

16.10

 

$

13.40

 

 

Second quarter

 

25.70

 

 

18.90

 

 

18.81

 

 

15.38

 

 

Third quarter

 

25.02

 

 

20.48

 

 

17.92

 

 

14.27

 

 

Fourth quarter

 

22.95

 

 

19.35

 

 

21.66

 

 

16.18

 



19


 


 


 


 


 


 


 


Cash Dividends Declared Per Share


2005


 


2004


 


 

     First quarter

$

.065

 

$

.043

 

 

     Second quarter

 

.065

 

 

.043

 

 

     Third quarter

 

.065

 

 

.043

 

 

     Fourth quarter

 

.065

 

 

.065

 


 

A quarterly dividend of $.075 per share was declared during the first quarter of fiscal 2006.

 

 

 

See Item 12 for information with respect to the Company's equity compensation plans.

The following table relates information regarding the Company's purchases of its own common stock during the fourth quarter:

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