|
|
 | | | |
- close
- close
- close
- close
| |||||||||
Wolverine World Wide DEF 14A 2008 Table of Contents
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. )
WOLVERINE WORLD WIDE, INC.
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Table of Contents
Wolverine World Wide, Inc.
9341 Courtland Drive, N.E. Rockford, Michigan 49351
To our Stockholders:
You are invited to attend Wolverine’s Annual Meeting of
Stockholders at Wolverine’s headquarters located at 9341
Courtland Drive, N.E., Rockford, Michigan, on Thursday,
April 17, 2008, at 10 a.m. local time. At the meeting,
we will:
You can vote at the meeting and any adjournment of the meeting
if you were a stockholder of record on March 3, 2008. A
list of stockholders entitled to vote at the meeting will be
available for review by Wolverine stockholders at the office of
Kenneth A. Grady, Secretary and General Counsel of Wolverine,
located at 9341 Courtland Drive, N.E., Rockford, Michigan,
during ordinary business hours for the
10-day
period before the meeting.
A copy of Wolverine’s Annual Report to Stockholders for the
year ended December 29, 2007, is enclosed with this Notice.
The following proxy statement and enclosed proxy card are being
sent to stockholders on and after March 14, 2008.
By Order of the Board of Directors
Kenneth A. Grady, Secretary and General Counsel
March 14, 2008
Your Vote is Important to Us. Even if You Plan to Attend the
Meeting,
PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY OR VOTE BY TELEPHONE OR THE INTERNET.
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 17, 2008.
TABLE OF CONTENTS
Table of Contents
WOLVERINE
WORLD WIDE, INC.
9341 Courtland Drive, N.E. Rockford, Michigan 49351
ANNUAL
MEETING OF STOCKHOLDERS
April 17, 2008
This proxy statement and enclosed proxy card are being furnished
to you in connection with the solicitation of proxies by the
Wolverine Board of Directors for use at the annual meeting. In
this proxy statement, “we,” “us,”
“our” and “Wolverine” refer to Wolverine
World Wide, Inc. and “you” and “your” refer
to Wolverine stockholders.
•
election of three directors for three-year terms expiring in
2011; and
•
ratification of the appointment of Ernst & Young
LLP as independent auditors for Wolverine for the current fiscal
year.
Table of Contents
Table of Contents
As recommended by the Governance Committee, the Board of
Directors proposes that the following nominees be elected as
directors for terms expiring at the 2011 annual meeting:
William K. Gerber
Blake W. Krueger Michael A. Volkema
All of the nominees are currently directors of Wolverine whose
terms will expire at the annual meeting. Each proposed nominee
is willing to be elected and serve as a director. However, if a
nominee is unable to serve or is otherwise unavailable for
election, which is not contemplated, the incumbent Wolverine
Board of Directors may or may not select a substitute nominee.
If a substitute nominee is selected, your shares will be voted
for the substitute nominee (unless you give other instructions).
If a substitute nominee is not selected, your shares will be
voted for the remaining nominees. Proxies will not be voted for
more than three nominees.
Wolverine’s Board of Directors currently consists of
11 directors. Phillip D. Matthews, age 69, is retiring
at this year’s annual meeting after 26 years of
service as a director. Mr. Matthews served as Chairman of
the Board of Wolverine from 1993 until 1996 and served as Lead
Director of Wolverine from 1996 until 2007. Mr. Matthews is
also Chairman of Zodiac Marine Holdings, Inc. and is a director
of Washington Mutual.
Wolverine’s Amended and Restated Bylaws provide that the
Board of Directors is divided into three classes, with each
class to be as nearly equal in number as possible. Each class
serves a term of office of three years, with the term of one
class expiring at the annual meeting in each successive year.
Biographical information for each nominee and each current
director who will continue to serve after the annual meeting is
presented below. Except as otherwise indicated, all have had the
same principal positions and employment for over five years.
Your Board of Directors recommends that you vote FOR each
nominee.
Wolverine’s
Board of Directors
WILLIAM K. GERBER (age 54) was appointed to the
Company’s Board of Directors on February 7, 2008.
Mr. Gerber is Managing Director of Cabrillo Point Capital
LLC, a private investment fund. He has held that position since
2008. From 1998 to 2007, Mr. Gerber was Executive Vice
President and Chief Financial Officer of Kelley Services, Inc.,
a staffing solutions company. Mr. Gerber is also a director
of AK Steel Corporation and Kaydon Corporation.
BLAKE W. KRUEGER (age 54) has been a director since
2006. Mr. Krueger is Chief Executive Officer and President
of Wolverine, a position he assumed at last year’s annual
meeting of stockholders. From October 2005 until April 2007,
Mr. Krueger served as President and Chief Operating Officer
of Wolverine. From 2004 to October 2005, he served as Executive
Vice President and Secretary of Wolverine and President of the
Heritage Brands Group. From 2003 to 2004, Mr. Krueger
served as Executive Vice President and Secretary of Wolverine
and President of the Caterpillar Footwear Group. He has also
previously served as Executive Vice President, General Counsel
and Secretary of Wolverine with various responsibilities
including the human resources, retail, business development,
accessory licensing, mergers and acquisitions, and legal areas.
MICHAEL A. VOLKEMA (age 52) has been a director since
2005. Mr. Volkema is Chairman of Herman Miller, Inc., a
leading designer and manufacturer of furnishings for the office
and home. He has held that position since 2000. Mr. Volkema
became President and Chief Executive Officer of Herman Miller in
1995 and held those positions until 2003 and 2004, respectively.
Table of Contents
JEFFREY M. BOROMISA (age 53) has been a director since
2006. Mr. Boromisa is Executive Vice President of Kellogg
International, President of Asia Pacific and Senior Vice
President of Kellogg Company, a leading global cereal, snack and
specialty foods company. He has held these positions since 2006.
Mr. Boromisa is also a member of Kellogg Company’s
Global Leadership Team. From 2004 until 2006, he was Senior Vice
President and Chief Financial Officer of Kellogg Company. In
2002, Mr. Boromisa was promoted to Senior Vice President,
Corporate Controller and Chief Financial Officer of Kellogg
International. Mr. Boromisa served as Vice President and
Corporate Controller of Kellogg Company from November 1999 until
2002. In 1997, he was promoted to Vice President —
Purchasing of Kellogg North America, and since 1981, has served
Kellogg Company in various financial positions.
DAVID T. KOLLAT (age 69) has been a director since
1992. Mr. Kollat is Lead Director of Wolverine.
Mr. Kollat is also President and Chairman of 22, Inc., a
company specializing in research and management consulting for
retailers and consumer goods manufacturers. Mr. Kollat is
also a director of Limited Brands, Inc.; Big Lots, Inc.; and
Select Comfort Corporation.
DAVID P. MEHNEY (age 68) has been a director since
1977. Mr. Mehney is President of The KMW Group, Inc., an
importer and distributor of medical products, and distributor of
marine products in Michigan.
TIMOTHY J. O’DONOVAN (age 62) has been a director
since 1993. Mr. O’Donovan is Chairman of the Board of
Wolverine, and has served in that position since April 2005.
Effective as of April 19, 2007, Mr. O’Donovan
retired as Chief Executive Officer of Wolverine, a position
which he has held since April 2000. Mr. O’Donovan
served Wolverine as its Chief Executive Officer and President
from April 2000 until April 2005. Before April 2000,
Mr. O’Donovan was Chief Operating Officer and
President of Wolverine since 1996. Before 1996,
Mr. O’Donovan was Executive Vice President of
Wolverine. Mr. O’Donovan is also a director of Spartan
Stores, Inc. and Kaydon Corporation.
ALBERTO L. GRIMOLDI (age 66) has been a director since
1994. Mr. Grimoldi is Chairman of Grimoldi, S.A., a shoe
manufacturer and retailer in Argentina. He has held that
position since 1986. Mr. Grimoldi was previously a member
of the Advisory Board of Ford Motor Company in Argentina, and
has also held various positions in the Argentinean government.
BRENDA J. LAUDERBACK (age 57) was appointed to the
Board of Directors in 2003. From 1995 until her retirement in
1998, Ms. Lauderback was president of the Wholesale and
Retail Group of Nine West Group, Inc., a footwear wholesaler and
distributor. She was previously the President of the Wholesale
Division of U.S. Shoe Corporation, a footwear manufacturer
and distributor, and a Vice President of Dayton Hudson
Corporation, a retailer. Ms. Lauderback is also a director
of Irwin Financial Corporation; Big Lots, Inc.; Denny’s
Corporation; and Select Comfort Corporation.
SHIRLEY D. PETERSON (age 66) has been a director since
2005. From 1995 until her retirement in 2000, Ms. Peterson
served as President of Hood College of Frederick, Maryland. From
1993 to 1995 she was a partner at the law firm
Steptoe & Johnson LLP. She was previously the
Commissioner of the Internal Revenue Service and an Assistant
Attorney General of the Tax Division for the
U.S. Department of Justice. Ms. Peterson is also a
director of The Goodyear Tire & Rubber Company; AK
Steel Holding Corporation; Champion Enterprises Inc.; and DWS
Scudder Funds. Ms. Peterson expects to retire as a Board
Member of the DWS Scudder Funds effective April 1, 2008.
During the 2007 fiscal year, the Board of Directors held five
regular meetings. Each of the directors attended 75% or more of
the aggregate of the total number of full Board meetings and the
total number of meetings of committees on which he or she served
(during the periods that he or she served).
Table of Contents
The Board of Directors has three standing committees: the Audit
Committee, the Compensation Committee and the Governance
Committee. Members of each committee are appointed by the Board
of Directors and the authority, duties and responsibilities of
each committee are governed by written charters approved by the
Board of Directors. In addition to regular Board and Committee
meetings, Wolverine has regular scheduled executive sessions for
non-management directors. Wolverine’s independent Lead
Director, Mr. Kollat, presides at all non-management
executive sessions. Interested parties may make concerns known
to the non-management directors by communicating with
Mr. Kollat or with the non-management directors as a group,
through one of the Board communication mechanisms described
later in this proxy statement under the heading “Corporate
Governance Principles — Communication with the
Board.”
The table below shows current membership for each of the
standing committees:
Below is a description of each of the standing committees.
Audit Committee. The Audit Committee has been
established in accordance with Section 3(a)(58)(A) of the
Securities Exchange Act of 1934 and performs the following
duties:
Only independent directors may serve on the Audit Committee.
Each member of the Audit Committee satisfies the independence
standards for such committee members established by the New York
Stock Exchange (“NYSE”) and the SEC. The Audit
Committee met eleven times in 2007.
Compensation Committee. The Compensation
Committee:
Table of Contents
Only independent directors may serve on the Compensation
Committee. Each member of the Compensation Committee satisfies
the independence standards for such committee members
established by NYSE. The Compensation Committee met five times
during 2007.
Governance Committee. The Governance Committee:
In evaluating the skills and characteristics required of Board
members, the Governance Committee addresses issues such as
experience, diversity, age and skills in the context of the
current
make-up of
the Board. The Governance Committee will consider candidates for
nomination that are recommended by stockholders, directors,
officers, third-party search firms and other sources.
Stockholders may recommend individual nominees for consideration
by the Governance Committee by communicating with the Governance
Committee through one of the Board communication mechanisms
described under the heading “Corporate Governance
Principles — Communication with the Board.” The
Board of Directors ultimately determines individuals to be
nominated at each annual meeting. Direct stockholder nominations
may be made through the procedure described below under the
subheading “Stockholder Nominations.” From time to
time, Wolverine or the Governance Committee engages third-party
search firms to assist with identifying and evaluating potential
nominees.
In making nominee recommendations to the Board, the Governance
Committee considers a potential nominee’s ability, judgment
and personal and professional integrity. The Governance
Committee seeks nominees who are likely to be most effective, in
conjunction with other nominees and Board members, in
collectively serving the long-term interests of the stockholders.
Only independent directors may serve on the Governance
Committee. Each member of the Governance Committee satisfies the
independence standards for such committee members established by
NYSE. The Governance Committee met five times during 2007.
Nominations may be made by a stockholder entitled to vote for
the election of directors if, and only if, the stockholder
submits advance notice of the proposed nomination to the
Secretary of Wolverine and the notice is received by the
Secretary of Wolverine not less than 50 nor more than
75 days before the annual meeting. However, if the first to
occur of the notice of the meeting or public disclosure is given
or made to stockholders less than 65 days before the annual
meeting, the notice of the proposed nomination must be received
not later than the close of business on the 15th day after
the day on which the notice of the date of the meeting was
mailed or the public disclosure was made, whichever occurs
first. Each notice submitted by a stockholder must set forth
each nominee’s name, age, business address, residence
address and principal occupation and employment, the class and
number of shares of common stock beneficially owned by each
nominee, and any other information concerning each nominee
required to be included in a proxy statement soliciting proxies
for the election of the nominee under the rules of the SEC. In
addition, the notice must state the name, record address and the
class and number of shares of common stock beneficially owned by
the stockholder submitting the notice. If the chairman of the
Table of Contents
meeting determines that a nomination was not made in accordance
with these procedures, he or she must announce that
determination at the meeting and the nomination will be
disregarded.
Wolverine has developed governance principles to assist the
Board in fulfilling its responsibilities to stockholders and to
provide a framework for the Board’s oversight
responsibilities regarding the management of Wolverine.
Wolverine’s governance principles are dynamic and have been
developed and revised over a period of many years to reflect
changing laws, regulations and best business practices. The
governance principles also provide guidance and transparency to
management, employees, investors and other stakeholders
regarding the Board’s philosophy, high ethical standards,
expectations for conducting business, and decision-making
processes.
The following is a summary of certain of Wolverine’s
policies, charters, guidelines and principles relating to
corporate governance and financial reporting. You may access
complete current copies of our Code of Conduct &
Compliance, Corporate Governance Guidelines, Director
Independence Standards, Accounting and Finance Code of Ethics,
Audit Committee Charter, Governance Committee Charter and
Compensation Committee Charter at our website,
www.wolverineworldwide.com. Each of these is also
available in print to any stockholder upon request, and the
Director Independence Standards are attached as Appendix A
to this Proxy Statement.
The Board believes that the independence of directors and Board
committee members is important to assure that the Board and its
committees operate only in the best interests of the
stockholders and to avoid any appearance of conflict of
interest. For over 14 years, Wolverine has functioned with
not more than two active or former management employees as
directors. The remainder of the Board’s 8 to
12 directors over this period have been non-management
directors. Only two current or former management employees,
Wolverine’s Chief Executive Officer and President, and
Wolverine’s Chairman and former Chief Executive Officer,
currently serve as directors. Wolverine’s formal Corporate
Governance Guidelines require that a substantial majority of the
directors be independent.
The Board has determined that the following 8 of its
11 directors meet the director independence standards
adopted by the Board and the applicable NYSE standards for
independence (including, with respect to audit committee
members, the heightened independence criteria applicable to
audit committee members under the NYSE and SEC independence
standards), have no material relationship with Wolverine, and
therefore are independent:
Our Board of Directors has adopted categorical Independence
Standards, which are attached as Appendix A to this Proxy
Statement and which are also available at our website. These
Independence Standards comply with and, in some areas, exceed
the director independence standards required by NYSE. In
summary, under these standards a director is considered
independent only if the director and his or her immediate family
members do not have, and generally have not had in the most
recent three years, any material relationships with Wolverine,
its subsidiaries or affiliates (including certain relationships
with Wolverine’s independent auditors). The standards
establish thresholds at which such relationships are deemed to
be not material. In addition, the Board examines on a
case-by-case
basis transactions and relationships that are not of a nature
addressed by the categorical standards.
The Board has adopted Corporate Governance Guidelines that set
forth the primary framework of governance principles applicable
to Wolverine. The Corporate Governance Guidelines outline the
general duties and functions of the Board and management, and
set forth general principles regarding Board composition,
independence, Board meetings and responsibilities, Board
committees, expectations of directors, annual performance
evaluations, management succession and ethical expectations.
* See the discussion of indirect related party transactions
under the caption “Related Matters,” subheading
“Certain Relationships and Related Transactions.”
Table of Contents
For many years, the Board has believed that directors and
management should have a significant financial stake in
Wolverine to align their interests with those of the
stockholders. For that reason, several years ago the Board
adopted formal requirements that directors and executive
management own specified amounts of Wolverine stock (including
ownership credit for stock units allocated to non-employee
directors under the Deferred Compensation Plan) within five
years of their respective election to the Board or appointment
as a member of executive management. The ownership requirements
are as follows: (i) for directors, five times the current
Board retainer, (ii) for the Chief Executive Officer, five
times base salary, (iii) for other executive officers,
between two and three times base salaries, and (iv) for
other executive management, between one and two times base
salaries.
For years, Wolverine and its employees and directors have
followed an extensive Code of Conduct & Compliance
(“Code”). This comprehensive Code establishes basic
guidelines to help employees and directors comply with
applicable legal requirements and sets forth Wolverine’s
expectations regarding business ethics, integrity, honesty,
fairness and keeping commitments. The Code contains
Wolverine’s principles and procedures regarding conflicts
of interest, corporate opportunities, confidentiality, fair
dealing, protection and proper use of Wolverine’s assets,
compliance with laws, rules and regulations, engagement criteria
for Wolverine’s trading partners, “whistle
blower” protection provisions, expectations regarding the
integrity of books and records, and guidelines and procedures
for many other subjects. Employees are surveyed annually to
identify any areas of noncompliance with the Code, and the
results of this survey are reported to the Board.
The Board has adopted an Accounting and Finance Code of Ethics
(“Finance Ethics Code”). This is an ethics code
focused on the financial reporting process and is intended to
protect the interests of all of Wolverine’s constituents,
including stockholders, employees, customers and the communities
in which Wolverine conducts business. Many of the basic tenets
of the Finance Ethics Code have been incorporated for many years
in the Code. The Finance Ethics Code is applicable to
Wolverine’s Chief Executive Officer, Chief Financial
Officer and Corporate Controller and sets forth specific rules
of conduct and expectations regarding the financial reporting
process, protection of Wolverine’s assets, compliance with
rules and regulations and honest and ethical conduct in
connection with the financial reporting process and related
disclosures. The Finance Ethics Code and the Code are available
on the Corporate Governance section of the Investors section of
Wolverine’s website at www.wolverineworldwide.com,
where Wolverine will post any waiver of these codes for
directors or executive officers.
The Board has organized and formed three committees, the Audit
Committee, the Compensation Committee and the Governance
Committee. The Board has approved a committee charter for each
committee that contains basic principles regarding the
committee’s organization, purpose, authority and
responsibilities. The performance of each committee is reviewed
annually by committee members and the Board.
Since 1993, the Board has operated with an independent Lead
Director, who is selected by the independent directors. The
duties of the independent Lead Director include:
(a) working closely with the Chairman regarding the agenda
and scheduling for Board and committee meetings;
(b) overseeing information sent to the Board;
(c) presiding over executive sessions; (d) serving as
a liaison between the Chairman and the independent Directors;
(e) presiding over Board meetings in the absence of the
Chairman; and (f) being available for consultation and
communications with stockholders as appropriate.
The Board prides itself on its ability to recruit and retain
directors who have a diversity of experience, who have the
highest personal and professional integrity, who have
demonstrated exceptional ability and judgment and who are
effective (in conjunction with the other members of the Board)
in collectively serving the long-term interests of the
stockholders. Board and committee attendance is central to the
proper functioning of the Board of Directors and is a priority.
Directors are expected to make every effort to attend every
Board meeting. Directors are also expected to attend the Annual
Meeting of Stockholders in person. All 11 then-current directors
attended the 2007 annual meeting.
Table of Contents
Stockholders and interested parties may communicate with members
of Wolverine’s Board of Directors through various links
provided on the Corporate Governance section of the Investors
section of Wolverine’s website at
www.wolverineworldwide.com or by sending correspondence
to the Board, a specific Board committee or a Board member
c/o General
Counsel, Wolverine World Wide, Inc., 9341 Courtland Drive, N.E.,
Rockford, Michigan 49351. Any communications submitted by any of
the above means (or the means described below) are received by
Wolverine’s General Counsel and forwarded to the
appropriate person or persons. Complaints or concerns regarding
Wolverine’s financial statements and accounting, auditing,
internal control and reporting practices can be reported to the
audit committee (including anonymous and confidential
submissions) by sending an
e-mail to
financialconcerns@wwwinc.com or by writing to the audit
committee
c/o the
General Counsel at the above address.
Wolverine’s comprehensive governance guidelines and
principles are coupled with a robust, open and effective Board
environment that promotes respect, trust and candor, fosters a
culture of open dissent and permits each director to express
opinions and contribute to the Board process. Directors are
expected to have unrestricted access to management and any
company information they desire. The participation of Board
members and the open exchange of opinions is further encouraged
at the Board committee level through the periodic rotation of
Board members among its standing committees. This open and
candid operating environment is shared by management and the
Board and is essential to fully realize the benefits of
Wolverine’s formal governance guidelines, principles,
charters and policies.
Table of Contents
Ownership
of Wolverine Stock
The following table sets forth information concerning the number
of shares of Wolverine stock held by each entity known to
Wolverine to be the beneficial owner of more than five percent
of Wolverine’s outstanding shares of common stock:
Five Percent Stockholders
Table of Contents
The following table sets forth the number of shares of common
stock beneficially owned as of March 3, 2008, by each of
Wolverine’s directors and nominees for director, each of
the named executive officers and all of Wolverine’s
directors, nominees for director and executive officers as a
group. An asterisk in the column for “Percent of
Class” means the individual beneficially owns less than one
percent of the common stock:
Stock Ownership By Management
Table of Contents
Executive
Compensation
Objectives
of Wolverine’s Compensation Programs
The basic compensation philosophy of the Compensation Committee
and Wolverine is to provide competitive salaries and incentives
to achieve superior financial performance. Wolverine’s
executive compensation policies are designed to achieve four
primary objectives:
The Compensation Committee reviews and structures
Wolverine’s compensation programs to balance employee
salaries with compensation that is performance-based and also to
reward annual performance while maintaining a focus on
longer-term objectives. The mix of compensation elements varies
based on an employee’s position and responsibilities.
Wolverine’s objective is to balance the total compensation
package between cash, non-cash, long-term, short-term and
currently paid compensation in a way that meets the goals set
forth above. Wolverine believes it serves the needs of its
stockholders and key management employees to provide incentives
commensurate with individual management responsibilities and
past and future contributions to corporate objectives.
The Compensation Committee compares the base salaries and
overall compensation levels of Wolverine’s Chief Executive
Officer, Chief Operating Officer (through April 2007 when
Mr. Krueger was Chief Operating Officer), and Chief
Financial Officer with those of executives with similar
positions in companies of similar type, size and financial
performance. Although some footwear companies are among the
companies included in the comparison group, this group is not
limited to footwear companies because Wolverine competes for
talent with a wide range of corporations. Wolverine’s
current comparison group includes: Jones Apparel Group, Inc.;
Brown Shoe Company, Inc.; The Timberland Company; Genesco, Inc.;
Columbia Sportswear Company; Skechers U.S.A., Inc.; The Stride
Rite Corp.; Kenneth Cole Productions, Inc.; K-Swiss Inc.; Steven
Madden, Ltd.; Rocky Brands, Inc.; Deckers Outdoor Corporation;
and Weyco Group, Inc. (the “Peer Group”). For purposes
of comparative total shareholder return under the LTIP for the
2005-2007
performance period, Nike, Inc. replaces The Stride Rite Corp. in
the Peer Group because of the acquisition of The Stride Rite
Corp. in 2007.
In general, the Compensation Committee has targeted base
salaries for the Chief Executive Officer, Chief Operating
Officer and Chief Financial Officer positions to be at the
median to slightly below the median percentile of base salaries
paid for comparable positions within the Peer Group. The
Compensation Committee targets this level of salary in
recognition of the need to provide competitive base salaries to
attract and retain executive talent, while allowing for a
greater portion of compensation to come in forms that are at
risk, and dependent upon performance. This “pay for
performance” approach allows potential overall compensation
to exceed or fall below the median Peer Group levels, depending
on Wolverine’s performance under the Annual Bonus Plan and
Long-Term Incentive Plan and depending on whether
Wolverine’s stock price has increased or decreased.
Implementation
of Wolverine’s Compensation Programs
The Compensation Committee administers and makes recommendations
with respect to Wolverine’s compensation plans and reviews
and approves (with input from the independent directors in the
case of the Chief Executive Officer) the compensation of key
senior executives. The Compensation Committee receives
recommendations from Wolverine’s Chief Executive Officer
regarding the compensation of senior executive officers (other
than the Chief Executive Officer). Wolverine did not engage a
compensation consultant in 2007.
Table of Contents
In addition to reviewing comparative data from the Peer Group,
the Compensation Committee reviews aggregate compensation data
for U.S. publicly traded companies with revenues ranging
from $1 billion to $1.5 billion (excluding companies
with overall compensation in excess of certain dollar
thresholds). The Compensation Committee focuses its comparative
analysis primarily on the Peer Group since it believes that the
Peer Group represents companies that are most
similarly-positioned to Wolverine.
Elements
of Compensation
Executive compensation at Wolverine consists primarily of the
following elements:
These components, individually and in the aggregate, are
designed to accomplish one or more of the four compensation
objectives described above.
To attract and retain well-qualified executives, the
Compensation Committee seeks to establish competitive base
salaries. In setting individual base salaries, the Compensation
Committee considers the executive’s performance, the
executive’s current compensation, the executive’s
responsibilities and Wolverine’s or the applicable business
unit’s performance (determined by reference to pre-tax
levels of profit and levels of sales). The Compensation
Committee also considers Peer Group base salary information for
the Chief Executive Officer, Chief Operating Officer and Chief
Financial Officer positions, and has generally targeted salaries
to be at the median to slightly below the median percentile of
base salaries paid for comparable positions within the Peer
Group. Although the Compensation Committee does not give
specific weight to any particular factor, the most weight is
given to the executive’s performance, and a significant but
lesser weight is generally given to the comparative data.
In general, base salaries for the Chief Executive Officer, Chief
Operating Officer (through April 2007 when Mr. Krueger was
Chief Operating Officer), and Chief Financial Officer were near
the median of salaries paid by companies included in the Peer
Group. The 2007 average base salary of executive officers
increased over the previous year’s level as a result of a
combination of factors, including improved individual
performance, improved or continued high-level performance by
Wolverine, promotions and increased responsibilities.
The Annual Bonus Plan is designed to provide key employees with
the opportunity for bonuses based on the performance of
Wolverine, its subsidiaries, operating divisions
and/or
profit centers. A target bonus goal (the “target
bonus”), expressed as a percentage of the
participant’s base salary, is established by the
Compensation Committee. The Compensation Committee then
establishes “incentive bonus” levels, expressed as a
percentage of the target bonus, that are paid to the participant
at specified levels of performance.
The two primary measures of corporate and divisional performance
in 2007 were pre-tax profits and sales, with 80% of
participants’ target amounts weighted on pre-tax profits.
The Compensation Committee determined that the weighting between
sales and profits reflected Wolverine’s goal to grow sales,
but not at the expense of profits and shareholder return. With
the exception of Mr. Zwiers, the targets for named
executive officers were based solely on corporate performance.
Mr. Zwiers’ targets were based on a mix of corporate
performance and the performance of the Hush Puppies and Hush
Puppies U.S. businesses because of his role as President of
the Hush Puppies USA business during 2007.
During fiscal 2007, the named executive officers were targeted
to receive the following percentages of their annual salaries as
annual bonus compensation: Mr. Grady 20%; Mr. Gulis
32%; Mr. Krueger 48%; Mr. O’Donovan 48% (but
prorated to the period of time during 2007 when
Mr. O’Donovan was Chief Executive Officer);
Mr. Ottenwess 20%; and Mr. Zwiers 20%. Actual payouts,
if any, could range from 50% to 212.5% of the target percentage,
based on Wolverine’s performance. Maximum payout under this
annual incentive bonus and the annual discretionary bonus that
is based on individual performance (described below), on a
combined basis, is 200% of target.
Table of Contents
In determining the target percentages, the Compensation
Committee considered each named executive officer’s
position, competitive incentives and the executive’s
aggregate incentive compensation potential under all of
Wolverine’s plans. The Compensation Committee determined
that these percentages were competitive in the marketplace for
similar positions and responsibilities. The percentage of total
compensation represented by annual bonuses is generally higher
for more senior executives to reflect their greater influence on
profits and sales and to put a larger percentage of their total
potential cash compensation “at risk.” Accordingly,
the target for the Chief Executive Officer is at the top end of
the range.
For 2007, Wolverine’s corporate sales and corporate pre-tax
profit performance goals were as follows:
Wolverine’s sales for 2007 were between threshold and
target levels. Wolverine’s pre-tax earnings for 2007
exceeded the maximum goal. Based on these corporate performance
levels, payments under the Annual Bonus Plan for
Messrs. Grady, Gulis, Krueger, O’Donovan (prorated)
and Ottenwess were at approximately 185% of each
individual’s respective target level. Because of the
comparative performance levels between pre-tax earnings and
sales and the weighting of the performance factors,
approximately 91% of the actual payout under the Annual Bonus
Plan for 2007 related to pre-tax earnings and approximately 9%
related to sales.
Mr. Zwiers’ annual bonus for 2007 was based partially
on corporate performance and partially on the sales and pre-tax
profit performance of the Hush Puppies and Hush Puppies
U.S. businesses. The sales and pre-tax profit performance
of the Hush Puppies and Hush Puppies U.S. businesses ranged
from below threshold level to goal level with the overall payout
to Mr. Zwiers based on all of his annual bonus components
between threshold and target levels.
The Annual Bonus Plan closely links the bonus opportunity for
key employees to the performance of the specific divisions and
operations over which they have substantial control and ability
to impact results. This structure provides clear incentives and
line-of-sight management to drive operational performance and
divisional achievements on an annual basis. This complements the
approach of the LTIP described below, which is focused on
Wolverine’s long-term achievements in
earnings-per-share
and total stockholder return.
In addition to performance-based compensation under the Annual
Bonus Plan, Wolverine generally pays annual bonuses to key
employees based on individual performance goals. Wolverine uses
discretionary bonuses as a way to provide further incentive for
support of corporate initiatives.
Bonuses based on individual performance are paid on a
discretionary basis based on achievement of personal goals,
which may include elements such as executing strategies to
support Wolverine’s vision, developing people, supporting
social and environmental responsibility, growing new business
initiatives, and driving operational excellence. The performance
bonus for the Chief Executive Officer is paid only after the
review and approval of the Compensation Committee and the
independent Directors. Discretionary bonuses are generally not
paid to executive officers if Wolverine (or the applicable
division) does not achieve at least the threshold pre-tax
earnings goal under the Annual Bonus Plan.
During 2007, discretionary bonuses for named executive officers
were targeted at the following percentages of annual salary:
Mr. Grady 5%; Mr. Gulis 8%; Mr. Krueger 12%;
Mr. O’Donovan 12% (but prorated to the period of time
during 2007 when Mr. O’Donovan was Chief Executive
Officer); Mr. Ottenwess 5%; and Mr. Zwiers 5%. In
determining the percentages, the Compensation Committee
considered the factors discussed above in connection with the
Annual Bonus Plan and each named executive officer’s
capacity to affect Wolverine’s performance.
Discretionary bonus payouts range from 75% of the target for
60-70%
achievement of personal goals, to 100% of the target for
70-80%
achievement of personal goals, to 135% of target for
80-90%
achievement of personal goals, to 150% of target for
90-100%
achievement of personal goals. Because Wolverine exceeded its
corporate threshold pre-tax earnings goal under the Annual Bonus
Plan for fiscal 2007, discretionary bonus payouts between target
and maximum levels were made to Messrs. Grady, Gulis,
Krueger, O’Donovan and Ottenwess for this period based upon
achievement of individual performance goals. In addition,
Wolverine awarded Mr. Zwiers a bonus, as reflected in the
Summary Compensation Table,
Table of Contents
based on his performance of additional duties during 2007.
The LTIP provides the opportunity for performance-based
compensation based upon the achievement of company financial
performance goals over a three-year period. The LTIP is intended
to foster cooperation among all business units and provide
significant incentive to achieve Wolverine’s long-term EPS
performance goals and strong total stockholder return. The
primary concept of the LTIP is to establish financial
performance goals for each three-year time period for Wolverine.
New performance periods begin each fiscal year and end three
full fiscal years later.
Awards under the LTIP are based on a percentage of average
annual earned salary during the three-year period, and
performance is determined by reference to one or more of the
performance factors listed in the plan. If the minimum
three-year targeted goal is not achieved, no bonus will be paid.
For the
2005-2007
performance period, performance was determined 50% by reference
to Wolverine’s aggregate EPS over the three-year period and
50% by reference to TSR compared to the Peer Group. The
Compensation Committee believes it is important to provide a
reward and incentive for increasing EPS, but also believes that
such reward must be gauged against and superior to the results
achieved by the Peer Group.
Performance objectives for the
2005-2007
performance period under the LTIP relating to relative TSR
against the Peer Group are as follows:
EPS performance objectives for the
2005-2007
period under the LTIP were as follows:
EPS performance for the three year period exceeded the maximum
goal level and a TSR ranking of 7th was at the threshold
payout level of 50% of target for the
2005-2007
performance period under the LTIP. Based on EPS and TSR
performance, Wolverine paid cash incentive bonuses with respect
to the three-year performance period ended December 29,
2007, at 125% of target levels.
Wolverine grants restricted stock and stock options (including
incentive stock options) to its named executive officers. These
awards are designed to:
The Compensation Committee believes that stock ownership by
management is beneficial to stockholders and stock incentives
have been granted by Wolverine to executives and other key
employees pursuant to various equity-based plans for several
decades. The Compensation Committee administers all aspects of
these plans and determines the amount of and terms applicable to
any award under these plans.
In determining the number of shares of restricted stock and the
number of options to be awarded to executives in 2007, the
Compensation Committee took into consideration the
executive’s level of responsibility and, with respect to
the Chief Executive Officer, Chief Operating Officer and Chief
Financial Officer positions, compensation practices of the
companies within the Peer Group. As a general practice, both the
number of shares and options granted and their proportion
relative to the total number of shares and options granted
increase in some proportion to increases in each
executive’s responsibilities. Accordingly, the Chief
Executive
Table of Contents
Officer generally receives more stock options and restricted
stock than the other named executive officers. The Compensation
Committee also considers the recommendations of management
(except for awards to the Chief Executive Officer), the
individual performance of the executive and the number of shares
previously awarded to the executive.
The value of equity grants to the Chief Executive Officer and
Chief Operating Officer was generally targeted between 100% and
120% of base salary. The value of equity grants to the Chief
Financial Officer was generally targeted between 90% and 110% of
base salary. The value of equity grants to the other named
executive officers was generally targeted between 40% and 60% of
base salary. The different levels of equity compensation reflect
the ability of an individual to impact Wolverine’s
performance and stock price.
The Compensation Committee has reviewed the mix of restricted
stock and stock options and believes the mix is appropriate
based on the retentive nature of restricted stock and the
incentive nature of stock options. Due to the strong retentive
nature of restricted stock, considering the extended vesting
schedule, the value of equity award grants is weighted slightly
more heavily toward restricted stock grants. Restrictions lapse
with respect to 25% of the shares granted on the third
anniversary of the date of grant, with restrictions lapsing on
an additional 25% on the fourth anniversary. Restrictions on the
final 50% of a restricted award do not vest until the fifth
anniversary of the date of grant. This schedule encourages
retention and long-term investment in Wolverine by participating
executives.
The Compensation Committee also views the grant of stock options
as having a retentive element because
1/3
of each option grant vests on each of the first three
anniversaries of the date of grant. The Compensation Committee
views stock options primarily as an incentive for the named
executive officers to increase stockholder value and drive
increased share prices.
Stock options vest and the restrictions on shares of restricted
stock lapse upon a change in control of Wolverine. Change in
control includes certain changes in the composition of the board
of directors, certain acquisitions of 20% of Wolverine’s
common stock and other specified reorganizations, mergers,
consolidations, liquidations, dissolutions or disposition of
substantial assets. Wolverine calculates the accounting cost of
equity-based awards under SFAS No. 123(R), Share Based
Payments. As such, the grant date accounting fair value, which
is fixed at date of grant, is expensed over the vesting period.
Consistent with SEC rules, the 2007 compensation expense
associated with any outstanding equity grants for the named
executive officers is presented in the Summary Compensation
Table.
The Compensation Committee also maintains stock ownership
guidelines that apply to all executive management, including the
named executive officers. The ownership guidelines require,
within certain time periods, ownership by the named executive
officers in the following amounts: two times base salary
(Messrs. Grady, Ottenwess and Zwiers); three times base
salary (Mr. Gulis); and five times base salary
(Mr. Krueger). The Compensation Committee believes that
these ownership guidelines bolster the goal of aligning
management’s interests with stockholders’ interests
under Wolverine’s restricted stock plans by requiring
continued levels of ownership of Wolverine stock even after
restrictions on the sale of stock lapse. Wolverine’s policy
does not allow hedging by Wolverine officers.
Wolverine generally awards stock options and restricted stock in
February of each year at the Compensation Committee’s
regularly scheduled meeting. The exercise price of stock options
is the fair market value of Wolverine’s common stock on the
grant date.
Retirement
Plans
The named executive officers participate in Wolverine’s
qualified pension plan and 401(k) savings plan (including
potential company matching) covering most salaried domestic
employees. Certain named executive officers also participate in
a supplemental executive retirement plan. The Compensation
Committee believes that, through vesting and participation
requirements and increased value based on years of service,
Wolverine’s retirement plans encourage long-term commitment
by Wolverine’s executives and assist Wolverine in
attracting and retaining talented executives.
The vesting period for participation in the qualified pension
plan is five years of service. Subject to the limitations
imposed by the Internal Revenue Code, the Wolverine employee
pension plan generally provides monthly benefits at normal
retirement in an amount equal to 1.6% of final average monthly
earnings (generally base salary and annual bonus, less social
security allowance) multiplied by the number of years of service
up to 30 years. For certain named executive officers, the
benefit is calculated using 2.4% (for
Messrs. O’Donovan, Krueger and Gulis) or 2.0% (for
Messrs. Ottenwess and Zwiers) of final average monthly
Table of Contents
earnings multiplied by the participant’s number of years of
service up to 25 years. The higher percentages in place for
Messrs. O’Donovan, Krueger and Gulis reflect an
enhanced retention element of their compensation due to their
respective positions and ability to affect Wolverine’s
performance.
Wolverine also maintains a Supplemental Executive Retirement
Plan (the “SERP”) which covers certain officers of
Wolverine, including Messrs O’Donovan, Krueger, Gulis,
Ottenwess and Zwiers. The SERP is maintained because the
Compensation Committee believes that the limit on compensation
that can be taken into account for Wolverine’s qualified
pension plan does not allow Wolverine to provide sufficient
retirement benefits that have the recruitment and retention
value necessary to attract and retain highly compensated
executives who are significantly responsible for
Wolverine’s results of operations.
Under the SERP, a participating executive will be eligible for
an annual supplemental benefit once he or she has completed five
years of service after having been approved as a participant in
the SERP. This schedule is intended to provide significant
retention incentives for participating executives.
The supplemental benefit is generally equal to the difference
between the executive’s retirement benefit under
Wolverine’s qualified pension plan and the benefits the
executive would have received if there were no cap on earnings
when calculating the benefit under the pension plan. The SERP
caps years of service at 25 years rather than 30 years
(the pension plan cap for non-SERP participants). The SERP also
allows a retired executive to draw earlier (beginning at
55) and on different terms than under the pension plan. The
percentage multiplier is the same under the SERP as it is under
the Pension Plan. Wolverine may grant additional deemed years of
service under the SERP, subject to the overall limit of
25 years of service. The full benefit of any additional
years of deemed service is paid under the SERP.
A retired SERP participant may draw the full benefit beginning
at age 65 or may elect to begin receiving a reduced benefit
at or after age 55 (see the notes to the Pension Benefits
Table). The SERP also includes a disability benefit (See the
Disability Benefit calculation and related note under the
Potential Payments Upon Termination or Change in Control Table).
The SERP also provides for a death benefit to the
executive’s designated beneficiary if the executive dies
before retiring (See the Death Benefit calculation and related
note under the Potential Payments Upon Termination or Change in
Control Table).
The SERP provides for lump sum payments to participating
executives if, within two (Messrs. Ottenwess and Zwiers) or
three (Messrs. Krueger and Gulis) years after a change in
control the executive resigns for good reason or is terminated
by Wolverine other than for cause or due to death or disability,
all as defined in the SERP (See the SERP Change in Control
benefit calculation and related note under the Potential
Payments Upon Termination or Change in Control Table).
The SERP also contains non-competition, confidentiality and
employee non-solicitation provisions in favor of Wolverine.
Under the non-competition provisions of the SERP, the
participant shall not be entitled to any benefit payment if,
prior to the date on which such benefit payment is due, the
participant enters into certain relationships with a competing
business. Benefits under the SERP are also subject to forfeiture
if the executive’s employment is terminated for serious
misconduct or if Wolverine cannot collect under an insurance
policy purchased to fund SERP benefits for certain reasons.
Wolverine may terminate the SERP or stop further accrual of SERP
benefits for a participating executive at any time, but
termination will not affect previously accrued benefits.
As of December 29, 2007, the persons listed in the Summary
Compensation Table had the following years of credited service
under the pension plan and, unless otherwise indicated, the
SERP: Mr. O’Donovan, 25 years; Mr. Krueger,
12 years (pension plan) and 16 years (SERP);
Mr. Gulis, 22 years; Mr. Ottenwess,
20 years; Mr. Grady, 1 year (pension plan only);
and Mr. Zwiers, 10 years. Messrs. Gulis, Krueger
and Ottenwess are all vested in the SERP. Mr. Zwiers has
been designated as a participant in the SERP, but is not yet
vested in the SERP. Mr. O’Donovan is currently drawing
benefits under the SERP.
Other
Benefits
The named executive officers participate in Wolverine’s
medical and dental plans and are provided with life and
disability insurance. In addition, Wolverine provides for some
basic tax and estate planning services for the named executive
officers.
Mr. Grady’s 2007 compensation includes amounts
relating to relocation costs that were paid
and/or
reimbursed by Wolverine in connection with Mr. Grady’s
Table of Contents
relocation to Michigan after being hired by Wolverine in October
2006.
Chief
Executive Officer Transition
On April 19, 2007, Mr. O’Donovan retired as Chief
Executive Officer of Wolverine and Mr. Krueger was
appointed as Chief Executive Officer of Wolverine.
Mr. O’Donovan retained his position as Chairman of the
Board of Directors. Below is a summary of some additional
arrangements with Messrs. O’Donovan and Krueger in
connection with this transition.
Wolverine entered into a one-year consulting arrangement with
Mr. O’Donovan in April 2007 in order to retain his
services after retirement. Wolverine will pay
Mr. O’Donovan an annual fee of $350,000 under the
consulting arrangement. This payment is in lieu of any
remuneration (other than standard director stock option grants)
as Chairman of the Board of Wolverine. Under the consulting
arrangement, Wolverine will continue to provide
Mr. O’Donovan with office space, administrative
support and continued estate and financial planning and tax
preparation services. In addition,
Mr. O’Donovan’s 2007 restricted stock grant will
vest upon the successful conclusion of the consulting
arrangement.
In February 2008 Wolverine extended
Mr. O’Donovan’s term as Chairman through April
2009. Mr. O’Donovan will receive $150,000 for his
services as Chairman for the period from April 2008 to April
2009 and will also have office space and administrative staffing
at Wolverine’s headquarters. Mr. O’Donovan will
not receive any other compensation for his services as Chairman
and a director, other than normal annual director stock option
grants.
In connection with the transition to his role as Chief Executive
Officer, Wolverine agreed to grant Mr. Krueger one
additional deemed year of service under the SERP for each year
he serves as Chief Executive Officer of Wolverine, beginning
with 2007. This additional grant is intended as an enhanced
retention element of Mr. Krueger’s compensation.
Mr. Krueger also entered into an agreement with Wolverine
in connection with his appointment as Chief Executive Officer
that, upon termination of his employment other than termination
by Wolverine for cause or termination by Mr. Krueger for
other than good reason, requires the following payments in
exchange for a general release in favor of Wolverine:
18 months’ base salary (reduced by payments he
receives if he is employed by a competing business); a pro rata
portion of the annual incentive bonus and the long-term bonus
for all uncompleted performance periods based on actual
corporate performance for the applicable performance periods; a
pro rata portion of the annual discretionary bonus relating to
personal performance objectives; and, with respect to any
triggering termination occurring before Mr. Krueger’s
60th birthday, either a waiver of the non-competition
clause in the SERP or a payment of 36 months’ base
salary. Mr. Krueger also will be paid any annual incentive
bonus and long-term incentive bonus earned but not paid prior to
his termination.
The
Impact of Accounting and Tax Treatments on
Compensation
Section 162(m) of the Internal Revenue Code provides that
publicly held companies may not deduct compensation paid to
certain executive officers in excess of $1,000,000 annually,
with certain exceptions for qualified
“performance-based” compensation. Wolverine has
obtained stockholder approval of the Annual Bonus Plan, the
LTIP, and its stock incentive plans, which are intended to
permit certain amounts payable under these plans to qualify as
“performance-based” compensation for purposes of
Section 162(m). Incentives under these plans were not
included in the $1,000,000 limit for purposes of calculating
Wolverine’s deduction for compensation paid to its
executive officers, and Wolverine’s deduction was not
limited in 2007 with respect to compensation paid to any named
executive officer. However, Wolverine believes it is important
to preserve flexibility in administering compensation programs
in a manner designed to promote varying corporate goals.
Accordingly, Wolverine has not adopted a policy that all
compensation must be deductible under Section 162(m).
Certain compensation paid by Wolverine in the future may not
qualify as performance-based compensation excluded from the
limitation on deductibility.
Executive
Severance
Agreements
Under individual agreements, Messrs. Grady, Gulis, Krueger,
Ottenwess and Zwiers will receive compensation if their
employment is terminated within two (Messrs. Grady,
Ottenwess and Zwiers) or three (Messrs. Krueger and Gulis)
years following a change in control of Wolverine. The
Compensation Committee believes that this “double
trigger” requirement (change in control plus termination of
employment rather than just a change in control) for triggering
the payment of
Table of Contents
benefits is appropriate because the executive is not materially
harmed by a change in control if there is no termination of
employment.
Severance Agreements are intended to provide stability in
management during the transition period accompanying a change in
control by providing significant retention incentives for
executives to remain with Wolverine during the period following
a change in control.
No payment will be made under the Severance Agreement if:
The executive has no requirement to mitigate the payments made
under the Severance Agreement by seeking employment, but the
compensation to be paid during the fourth and later months after
termination will be reduced to the extent of any compensation
earned by the officer during the applicable period.
You will find information on applicable payments to each named
executive officer and the specific elements comprising the
payment under the Severance Agreements in the Potential Payments
Upon Termination or Change in Control section of this Proxy
Statement.
Wolverine has established a Benefit Trust to ensure that
payments to employees under the Severance Agreements (as well as
the SERP) will not be improperly withheld after a change in
control of Wolverine, as defined in the agreement establishing
the trust.
Table of Contents
The following Summary Compensation Table shows selected
information concerning the compensation of the Principal
Executive Officer, Principal Financial Officer, each of
Wolverine’s three most highly compensated executive
officers who served in positions other than Principal Executive
Officer and Principal Financial Officer at the end of the last
completed fiscal year and the former Chief Executive Officer
(the “named executive officers”).
Summary
Compensation Table
Table of Contents
Table of Contents
Grants of
Plan-Based Awards During 2007
The following table provides information concerning each grant
of an award made to the named executive officers in the last
completed fiscal year.
Table of Contents
Table of Contents
Outstanding
Equity Awards at December 29, 2007
The following table provides information concerning unexercised
options; stock that has not vested; and equity incentive plan
awards for each named executive officer outstanding as of
December 29, 2007.
Table of Contents
25
Table of Contents
26
Table of Contents
27
Table of Contents
28
Table of Contents
Table of Contents
The following table provides information concerning each
exercise of stock options and each vesting of restricted stock
during the last completed fiscal year for each of the named
executive officers on an aggregated basis.
30
Table of Contents
The following table provides information concerning plans that
provide for payments or other benefits at, following, or in
connection with retirement.
Pension
Benefits
Table of Contents
excess of 25 reduced by .3333% (1/3 of 1%) for each month for
which the benefit commencement date precedes normal retirement
age.
Under the SERP, a participant may elect to begin receiving a
reduced benefit at or after age 55. The reduction factor is
0.333% for each month prior to age 60, and 0.1666% for each
month between age 60 and age 65.
The following table provides information concer | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||