UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule 14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934
Filed by
the registrant [ x ]
Filed by
a party other than the registrant [ ]
Check the
appropriate box:
[
] Preliminary
proxy statement
[
] Confidential,
for use of the Commission only (as permitted by Rule
14a-6(e)(2))
[
x ] Definitive
proxy statement
[
] Definitive
additional materials
[
] Soliciting
material pursuant to section 240.14a-12
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JOHNSON
OUTDOORS INC.
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(Name
of Registrant as Specified in Its
Charter)
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Registrant
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(Name
of Person(s) Filing Proxy Statement, if Other Than the
Registrant)
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Payment
of filing fee (Check the appropriate box):
[
x ] No
fee required.
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[
]
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
Title of each class of securities to which transaction
applies:
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(2)
Aggregate number of securities to which transaction
applies:
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(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:
[ ] Fee paid
previously with preliminary materials:
[ ]
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:
JOHNSON
OUTDOORS INC.
555
MAIN STREET
RACINE,
WISCONSIN 53403
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
TO
BE HELD FEBRUARY 26, 2009
To the
Shareholders of JOHNSON OUTDOORS INC.:
The
Annual Meeting of Shareholders of Johnson Outdoors Inc. will be held on
Thursday, February 26, 2009 at 10:00 a.m., local time, at the Company’s
headquarters, located at 555 Main Street, Racine, Wisconsin, for the following
purposes:
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1.
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To
elect six directors to serve for the ensuing
year.
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2.
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To
ratify the appointment of Ernst & Young LLP, independent registered
public accounting firm, as auditors of the Company for its fiscal year
ending October 2, 2009.
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3.
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To
transact such other business as may properly come before the meeting or
any adjournment or postponement
thereof.
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Shareholders
of record at the close of business on Wednesday, January 14, 2009 will be
entitled to notice of and to vote at the meeting and any adjournment or
postponement thereof. Holders of Class A common stock, voting as a separate
class, are entitled to elect two directors and holders of Class B common stock,
voting as a separate class, are entitled to elect the remaining directors. The
holders of Class A common stock and Class B common stock, voting as a single
class, are entitled to vote on the proposal to ratify the appointment of Ernst
& Young LLP as the Company's independent registered public accounting firm
for the 2009 fiscal year.
All
shareholders of record are cordially invited to attend the meeting in person.
Whether or not you plan to attend the annual meeting in person, please complete,
sign, date and return the enclosed proxy in the accompanying self-addressed
postage pre-paid envelope or complete your proxy by following the instructions
supplied on the proxy card for voting by telephone or via the Internet (or, if
your shares are held in “street name” by a broker, nominee, fiduciary or other
custodian, follow the directions given by the broker, nominee, fiduciary or
other custodian regarding how to instruct it to vote your shares) as soon as
possible.
By Order
of the Board of Directors
Alisa
Swire
Secretary
Racine,
Wisconsin
January
16, 2009
1
JOHNSON
OUTDOORS INC.
555
Main Street
Racine,
Wisconsin 53403
PROXY
STATEMENT
Annual
Meeting of Shareholders
To
Be Held February 26, 2009
This
Proxy Statement, which is first being mailed on or about January 16, 2009 to
shareholders of record as of the close of business on January 14, 2009, is
furnished in connection with the solicitation of proxies by the Board of
Directors of Johnson Outdoors Inc. (the “Company”), for the purposes set forth
in the accompanying Notice of Annual Meeting of Shareholders, to be used at the
Annual Meeting of Shareholders of the Company to be held on Thursday, February
26, 2009 at 10:00 a.m., local time, at the Company’s headquarters, located at
555 Main Street, Racine, Wisconsin, and at any adjournment or postponement
thereof (the “Annual Meeting”).
You may
vote by attending the Annual Meeting and voting in person by ballot, by
completing the enclosed proxy card and then signing, dating and returning it in
the postage pre-paid envelope provided or by completing your proxy by following
the instructions supplied on the proxy card for voting by telephone or via the
Internet. Submitting a proxy now will not limit your right to vote at the Annual
Meeting if you decide to attend in person. If your shares are held of record in
“street name” by a broker, nominee, fiduciary or other custodian and you wish to
vote in person at the Annual Meeting, you must obtain from the record holder a
proxy issued in your name.
Shares
represented by a properly executed proxy will be voted at the Annual Meeting
and, when instructions have been given by the shareholder, will be voted in
accordance with those instructions. If you submit a proxy without giving voting
instructions, the persons named as proxies on the proxy card will vote your
shares (1) FOR the
election of the directors named in this Proxy Statement, and (2) FOR the ratification of Ernst
& Young LLP as the Company's independent registered public accounting firm
for the fiscal year ending October 2, 2009.
As of the
date of this Proxy Statement, the Company does not expect a vote to be taken on
any matters at the Annual Meeting other than the proposals set forth in the
Notice of Annual Meeting of Shareholders. A properly executed proxy gives the
persons named as proxies on the proxy card authority to vote in their discretion
with respect to any other matters that properly come before the Annual Meeting,
including, among other things, consideration of a motion to adjourn the meeting
to another time or place. The individuals named as proxies, and acting
thereunder, will have the authority to vote on those matters according to their
best judgment to the same extent as the person delivering the proxy would be
entitled to vote. If the Annual Meeting is adjourned or postponed, a proxy will
remain valid and may be voted at the adjourned or postponed
meeting.
If you
hold shares of the Company’s common stock as a participant in the Company’s
401(k) Retirement and Savings Plan, the trustee for the Retirement and Savings
Plan will vote the shares you hold through the plan as you direct. The Company
will provide plan participants who hold Company common stock through the plan
with forms on which participants may communicate their voting instructions. If
voting directions are not received for shares held in the Retirement and Savings
Plan, those shares will be voted as in proportion to the sum of all voted
shares.
You may
revoke your proxy at any time before it is actually voted by giving notice in
writing to the Secretary of the Company, by requesting a ballot at the Annual
Meeting and voting in person or by submitting a duly executed proxy bearing a later date. Attendance at the Annual Meeting will not,
by itself, revoke a proxy. If you have given voting
instructions to a broker,
nominee, fiduciary or other custodian that holds your
shares in “street name,” you may revoke those instructions by following the
directions given by the broker, nominee, fiduciary or other custodian. If a
shareholder properly signs and returns the proxy card but does not specify how
to vote, then the shareholder’s shares will be voted in FAVOR
of the election of the directors listed in the enclosed proxy and in FAVOR
of the ratification of Ernst & Young LLP as the Company's independent
registered public accounting firm for the 2009 fiscal
year.
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Telephone
and Internet voting procedures are designed to authenticate shareholders’
identities, to allow shareholders to give their voting instructions and to
confirm that shareholders’ instructions have been properly recorded.
Shareholders voting via the Internet should understand that there might be costs
associated with electronic access, such as usage charges from Internet access
providers and telephone companies, that the shareholder must bear.
The
record date for shareholders entitled to notice of and to vote at the Annual
Meeting is January 14, 2009. On the record date, the Company had outstanding and
entitled to vote 8,051,008 shares of Class A common stock and 1,216,464 shares
of Class B common stock. Holders of Class A common stock, voting as a separate
class, elect two directors and are entitled to one vote per share for directors
designated to be elected by holders of Class A common stock. Holders of
Class B common stock elect the remaining directors and are entitled to one vote
per share for directors designated to be elected by holders of Class B common
stock. Holders of Class A common stock and Class B common stock voting together
as a single voting group are entitled to vote on the proposal to ratify Ernst
& Young LLP as the Company's independent registered public accounting firm
for the 2009 fiscal year. The holders of Class A common stock are entitled to
one vote per share, while holders of Class B common stock are entitled to ten
votes per share on this latter proposal.
ELECTION
OF DIRECTORS
Six
directors are to be elected at the Annual Meeting to serve until the next annual
meeting of shareholders or until their respective successors have been duly
elected. The Company’s Articles of Incorporation provide that holders of Class A
common stock have the right to elect 25 percent, or the next highest whole
number, of the authorized number of directors and the holders of Class B common
stock are entitled to elect the remaining directors. At the Annual Meeting,
holders of Class A common stock will be entitled to elect two directors and
holders of Class B common stock will be entitled to elect four directors. Terry
E. London and John M. Fahey, Jr. (the “Class A Directors”) are the nominees
designated to be voted on by the holders of Class A common stock, and Helen P.
Johnson-Leipold, Thomas F. Pyle, Jr., Edward F. Lang and W. Lee McCollum (the
“Class B Directors”) are the nominees designated to be voted on by the holders
of Class B common stock.
Properly
completed proxies (whether by Internet, telephone or mail) received from holders
of Class A common stock will, unless otherwise directed, be voted for the Class
A Directors and properly completed proxies (whether by Internet, telephone or
mail) received from holders of Class B common stock will, unless otherwise
directed, be voted for the Class B Directors. Proxies of holders of Class A
common stock cannot be voted for more than two persons and
proxies of holders of Class B common stock cannot be voted for more than four
persons. Class A Directors are elected by a plurality of the votes cast by the
holders of Class A common stock and Class B Directors are elected by a plurality
of the votes cast by the holders of Class B common stock, in each case assuming
a quorum is present at the Annual Meeting. “Plurality” means that the
individuals who receive the largest number of votes cast by holders of the class
of common stock entitled to vote in the election of such directors are elected
as directors up to the maximum number of directors to be chosen at the meeting
by such class. Consequently, the six directors receiving the most votes, taking
into account the Company's two class voting structure, will be
elected.
Listed
below are the nominees of the Board of Directors for election at the Annual
Meeting. Each of the nominees is presently a director of the
Company. The Company anticipates that the nominees for election as directors
will be
candidates when the
election is held. However, if any of the nominees should be unable or unwilling
to serve, the proxies, pursuant to the authority granted to them by the Board of
Directors, will have discretionary authority to select and vote for substituted
nominees (except where the proxy withholds authority with respect to the
election of directors).
3
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Name
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Age
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Business
Experience During Last Five Years
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Director
Since
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Class
A Directors
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Terry
E. London
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59
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President
of London Broadcasting Company, Inc., a media company, since October 2007.
President of London Partners LLC, a private investment firm, from
September 2001 until October 2007. Managing Partner of 41 Entertainment
LP, a television production company, since May 2004. Director of Pier 1
Imports, Inc.
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1999
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John
M. Fahey, Jr.
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57
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President
and Chief Executive Officer and Chairman of the Executive Committee of the
Board of Trustees of the National Geographic Society, a nonprofit
scientific and educational organization, since March 1998. Director of
Exclusive Resorts. Member of the Board, Smithsonian National
Museum of Natural History.
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2001
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Class
B Directors
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Helen
P. Johnson-Leipold
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53
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Chairman
and Chief Executive Officer of the Company since March 1999. Chairman and
Director of Johnson Financial Group, Inc. Director of S.C.
Johnson & Son, Inc. (manufacturer of household consumer products) and
JohnsonDiversey, Inc. (manufacturer of commercial cleaning and hygiene
products and solutions).
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1994
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Thomas
F. Pyle, Jr.
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67
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Vice
Chairman of the Board of the Company since October 1997. Chairman of The
Pyle Group, a financial services and investments firm, since September
1996. Director of Sub Zero Corporation. Trustee, Wisconsin Alumni Research
Foundation. Member, Kennedy Center National Advisory
Board.
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1987
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W.
Lee McCollum
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59
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Vice
Chairman and Director of Johnson Financial Group, Inc. Chairman
of the Board and Director of Le Groupe Fruits &
Passion. Director of Sigma-Aldrich Corporation. Executive Vice President
and Chief Financial Officer of S.C. Johnson & Son, Inc. from January
2006 until December 2008. Senior Vice President and Chief Financial
Officer of S.C. Johnson & Son, Inc. from 1997 until January
2006.
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2005
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Edward
F. Lang
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46
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President
of Business Operations and Alternate Governor of the Nashville Predators
(the “Predators”), a National Hockey League team, since December 2007.
Executive Vice President of Finance and Administration and Chief Financial
Officer of the Predators from July 2003 until December 2007. Senior Vice
President and Chief Financial Officer of the Predators from June 1997
until June 2003. Chairman of Nashville’s Adventure Science
Center. Director of the Nashville Predators Foundation and
Nashville Downtown Partnership.
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2006
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4
DIRECTORS'
MEETINGS AND COMMITTEES
Meetings
and Attendance
The Board
of Directors has standing Executive, Audit, Compensation, and Nominating and
Corporate Governance Committees. During the year ended October 3, 2008 ("fiscal
2008"), there were eight meetings of the Board of Directors, twelve
meetings of the Audit Committee, five meetings of the Compensation
Committee and four meetings of the Nominating and Corporate Governance
Committee. Each director attended at least 75 percent of the aggregate number of
(i) meetings of the Board of Directors held during the period for which he or
she was a director during fiscal 2008 and (ii) meetings of the committees on
which the director served during fiscal 2008.
Executive
sessions or meetings of outside (non-management) directors without management
present are held regularly for a general discussion of relevant subjects. In
fiscal 2008, the outside directors met in executive sessions at least two times
in accordance with the requirements of the NASDAQ Stock Market.
Committees
Executive
Committee. The Executive Committee assists the Board of
Directors in developing and evaluating general corporate policies and objectives
and in discharging the Board of Directors’ responsibilities with respect to the
management of the business and affairs of the Company when it is impracticable
for the full Board to act. Present members of the Executive Committee are Ms.
Johnson-Leipold and Mr. Pyle.
Audit
Committee. The Audit Committee presently consists of Messrs.
London (Chairman), Pyle and Fahey. The Audit Committee’s primary duties and
responsibilities are to: (1) appoint the Company’s independent registered public
accounting firm and determine its compensation; (2) serve as an independent and
objective party to monitor the Company’s compliance with legal and regulatory
requirements and the Company’s financial reporting, disclosure controls and
procedures and internal controls and procedures; (3) review, evaluate and
oversee the audit efforts of the Company’s independent registered public
accounting firm and internal auditors; (4) provide an open avenue of
communication among the independent registered public accounting firm,
management, the internal auditors, and the Board of Directors; and
(5) prepare the Audit Committee Report required to be included in the
Company’s annual proxy statement. The Audit Committee has the direct authority
and responsibility to select, evaluate and, where appropriate, replace the
independent registered public accounting firm, and is an “audit committee” for
purposes of Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The
Audit Committee's report required by the rules of the Securities and Exchange
Commission (“SEC”) appears on page 9.
Compensation
Committee. The Compensation Committee presently consists of
Messrs. Pyle (Chairman), Fahey and London. The Compensation Committee discharges
the responsibilities of the Board of Directors relating to the compensation
programs and compensation of the Company’s directors, officers and, at the
option of the Committee, other managerial personnel of the Company and its
subsidiaries, including, without limitation, fixing the cash compensation of
such persons, establishing and administering compensation and benefit plans for
such persons and determining awards thereunder. Generally, the Compensation
Committee also administers all equity-based plans, such as stock option and
restricted stock plans in accordance with the terms of such plans.
Nominating and Corporate Governance
Committee. The Nominating and Corporate Governance Committee presently
consists of Messrs. Fahey (Chairman), London and Pyle. The Nominating and
Corporate Governance Committee
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provides assistance to the Board of Directors in fulfilling its
responsibilities by: (1) identifying individuals qualified to become directors
and recommending to the Board of Directors candidates for all directorships to
be filled by the Board of Directors or by the shareholders of the Company; (2)
identifying directors qualified to serve on the committees established by the
Board of Directors and recommending to the Board of Directors members for each
committee to be filled by the Board of Directors; (3) reporting annually to the
Board of Directors regarding the Nominating and Corporate Governance Committee’s
evaluation and assessment of the performance of the Board, and (4) taking a
leadership role in shaping the corporate governance of the Company.
Charters
of Committees
The Board
of Directors has adopted, and may amend from time to time, a written charter for
each of the Executive Committee, Audit Committee, Compensation Committee and
Nominating and Corporate Governance Committee. The Company maintains a website
at www.johnsonoutdoors.com.
The Company makes available on its website, free of charge, copies of each of
these charters. The Company is not including the information contained on or
available through its website as a part of, or incorporating such information by
reference into, this Proxy Statement.
CORPORATE
GOVERNANCE MATTERS
The
Company is committed to establishing and maintaining high standards of corporate
governance, which are intended to serve the long-term interests of the Company
and its shareholders. The Board of Directors has adopted Corporate Governance
Guidelines which the Company has published on its website at www.johnsonoutdoors.com.
Director
Independence
The Board
of Directors has determined that the Company is a “Controlled Company,” as
defined in NASDAQ Stock Market Rule 4350(c)(5). The Board has based this
determination on the fact that Helen P. Johnson-Leipold is deemed to be the
beneficial owner of more than 50 percent of the voting power of the Company. The
Company therefore is exempt from certain independence requirements of the NASDAQ
Stock Market rules, including the requirement to maintain a majority of
independent directors on the Company’s Board of Directors and the requirement to
maintain a Nominating and Corporate Governance Committee and a Compensation
Committee composed entirely of independent directors. Notwithstanding such
exemption, the Board of Directors has reviewed the independence of the nominees
for election to the Board at the Annual Meeting under the applicable standards
of the NASDAQ Stock Market. Based upon this review, of the six
nominees, the Board of Directors has determined that each of the following
directors was independent under the NASDAQ listing standards:
John M. Fahey, Jr.
Terry E. London
Thomas F. Pyle, Jr.
The Board
of Directors determined that each of Ms. Johnson-Leipold, Mr. McCollum and Mr.
Lang were not independent in accordance with such standards. Ms. Johnson-Leipold
was not independent because she is an executive officer of the Company. Mr.
McCollum is not independent because he is the Vice Chairman and a Director of
Johnson Financial Group, Inc., a company controlled by members of Ms.
Johnson-Leipold's family. Mr. Lang is not independent based on consideration of
a number of subjective factors.
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Director
Nominations
The
Company has a standing Nominating and Corporate Governance Committee. Based upon
the review described under “Corporate Governance Matters – Director
Independence,” the Board of Directors has determined that each member of the
Nominating and Corporate Governance Committee is independent under the
applicable standards of the NASDAQ Stock Market.
The
Nominating and Corporate Governance Committee will consider director nominees
recommended by shareholders. Recommendations for consideration by the Nominating
and Corporate Governance Committee should be sent to the Secretary of the
Company in writing together with appropriate biographical information concerning
each proposed nominee, including the following information: (1) the name,
address (business and residence), date of birth and principal occupation or
employment (present and for the past five years) of each person whom the
shareholder proposes to be considered as a nominee; (2) the number of
shares of the common stock (of each class) beneficially owned (as defined by
section 13(d) of the Securities Exchange Act of 1934) by each such proposed
nominee; (3) any other information regarding such proposed nominee that would be
required to be disclosed in a definitive proxy statement to shareholders
prepared in connection with an election of directors pursuant to
section 14(a) of the Securities Exchange Act of 1934; and (4) the name
and address (business and residential) of the shareholder making the
recommendation and the number of shares of the common stock (regardless of
class) beneficially owned (as defined by section 13(d) of the Securities
Exchange Act of 1934) by the shareholder making the recommendation. The Company
may require any proposed nominee to furnish additional information as may be
reasonably required to determine the qualifications of such proposed nominee to
serve as a director of the Company. The Company’s Bylaws also set forth certain
requirements for shareholders wishing to nominate director candidates directly
for consideration by the shareholders. With respect to an election of directors
to be held at an annual meeting, a shareholder must, among other things, give
notice of intent to make such a nomination to the Secretary of the Company in
advance of the meeting in compliance with the terms and within the time period
specified in the Bylaws. Pursuant to these requirements, a shareholder must give
a written notice of intent to the Secretary of the Company not more than 90 days
prior to the date of the annual meeting and not later than the close of business
on the later of (i) the 60th day prior to the annual meeting and (ii) the 10th
day following the day on which public announcement of the date of the annual
meeting is first made.
The
Nominating and Corporate Governance Committee will consider any nominee
recommended by a shareholder in accordance with the preceding paragraph under
the same criteria as any other potential nominee. In identifying and evaluating
nominees for director, the Nominating and Corporate Governance Committee of the
Board of Directors seeks to ensure that the Board of Directors possesses, in the
aggregate, the strategic, managerial and financial skills and experience
necessary to fulfill its duties and to achieve its objectives, and seeks to
ensure that the Board of Directors is comprised of directors who have broad and
diverse backgrounds, possessing knowledge in areas that are of importance to the
Company. In addition, the Nominating and Corporate Governance Committee believes
it is important that at least one director have the requisite experience and
expertise to be designated as an “audit committee financial expert.” The
Nominating and Corporate Governance Committee looks at each nominee on a
case-by-case basis regardless of who recommended the nominee. In looking at the
qualifications of each candidate to determine if their election would further
the goals described above, the Nominating and Corporate Governance Committee
takes into account all factors it considers appropriate, which may include
strength of character, mature judgment, career specialization, relevant
technical skills or financial acumen, diversity of viewpoint and industry
knowledge. At a minimum, each director nominee must have displayed the highest
personal and professional ethics, integrity, values and sound business judgment.
In addition, the Nominating and Corporate Governance Committee believes that the
following specific qualities and skills are necessary for all Company directors
to possess:
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A
director should be highly accomplished in his or her respective field,
with superior credentials and
recognition.
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·
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A
director should have expertise and experience relevant to the Company’s
business, and be able to offer advice and guidance to the Chief Executive
Officer based on that expertise and
experience.
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·
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A
director must have time available to devote to activities of the Board of
Directors and to enhance his or her knowledge of the Company’s
business.
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·
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A
director should have demonstrated the ability to work well with
others.
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Communications
between Shareholders and the Board of Directors
Shareholders
may communicate with the Board of Directors by writing to the Board of Directors
(or, at the shareholder’s option, to a specific director) care of the Secretary
of the Company at Johnson Outdoors Inc., 555 Main Street, Suite 342, Racine,
Wisconsin 53403. Subject to the conditions described below, the Secretary will
ensure that this communication (assuming it is properly addressed to the Board of Directors or to a specific director) is delivered to the
Board of Directors or the specified director, as the case may be. Each such
communication should indicate that the sender is a shareholder of the Company
and that the sender is directing the communication to one or more individual
directors or to the Board of Directors as a whole.
All
communications will be compiled by the Company’s Secretary and submitted to the
Board of Directors or the individual directors on an as needed basis unless such
communications are considered, in the reasonable judgment of the Secretary, to
be improper for submission to the intended recipient(s). Examples of shareholder
communications that would be considered improper for submission include, without
limitation, customer complaints, solicitations, communications that do not
relate directly or indirectly to the Company or its business or communications
that relate to improper or irrelevant topics. The Secretary may also attempt to
handle a communication directly where appropriate, such as where the
communication is a request for information about the Company or where it is a
stock-related matter.
Directors
are encouraged to attend the Company’s Annual Meeting of Shareholders. All of
the incumbent directors serving as a director at the time of the meeting
attended the Company’s Annual Meeting of Shareholders occurring on February 28,
2008.
Employee
Code of Conduct and Code of Ethics and Procedures for Reporting of Accounting
Concerns
The
Company has adopted an Employee Code of Business Conduct (the “Code of
Conduct”). The Company requires all directors, officers and employees to adhere
to the Code of Conduct in addressing legal and ethical issues encountered in
conducting their work. The Code of Conduct requires the Company’s directors,
officers and employees to avoid conflicts of interest, comply with all
applicable laws and other legal requirements, conduct business in an honest and
ethical manner and otherwise act with integrity and in the Company’s best
interest. The Company has placed a copy of the Code of Conduct on its website
located at www.johnsonoutdoors.com.
In addition, all directors, officers and salaried employees are required to
complete compliance training on the Code of Conduct and certain other subjects
on an annual basis.
The
Company also adopted a Code of Ethics for the Chief Executive Officer and Senior
Financial and Accounting Officers (the “Code of Ethics”), which governs the
conduct of the Company’s Chief Executive Officer, Chief Financial Officer and
its other senior financial officers and executives. The Code of Ethics
supplements the Code of Conduct and
8
is
intended to deter wrongdoing and to promote honest and ethical conduct,
including the ethical handling of conflicts of interest; provide full, fair,
accurate, timely and understandable disclosure in the Company’s public
documents; promote compliance with applicable laws and regulations; ensure the
prompt reporting of violations of the Code of Ethics; and provide accountability
for adherence to the Code of Ethics. The Company has placed a copy of the Code
of Ethics on its website located at www.johnsonoutdoors.com.
The Company intends to disclose any amendments to, or waivers from, the Code of
Ethics on its corporate website.
Further, the Company has established “whistle-blower procedures” which provide a process for the confidential and anonymous submission, receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters. These procedures provide protections to employees who report possible Company misconduct.
Further, the Company has established “whistle-blower procedures” which provide a process for the confidential and anonymous submission, receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters. These procedures provide protections to employees who report possible Company misconduct.
Assessing
the Performance of the Board and Individual Directors
The
Nominating and Corporate Governance Committee is responsible to report annually
to the Board of Directors regarding the Committee's assessment and evaluation of
the performance of the Board as a whole. This report and assessment is discussed
with the full Board and includes specific review of performance areas in which
the Nominating and Corporate Governance Committee believes a better contribution
could be made. The purpose of this assessment and evaluation is to increase the
effectiveness of the Board as a whole and not necessarily to focus on individual
Board members.
AUDIT
COMMITTEE MATTERS
Audit
Committee Report
The Audit
Committee is comprised of three members of the Company’s Board of Directors.
Based upon the review described under “Corporate Governance Matters – Director
Independence,” the Board of Directors has determined that each member of the
Audit Committee is independent under the applicable standards and rules of the
NASDAQ Stock Market and the SEC. The duties and responsibilities of the
Company’s Audit Committee are set forth in the Audit Committee Charter, which
may be found on the Company’s website at www.johnsonoutdoors.com.
In
accordance with its written charter adopted by the Board of Directors, the Audit
Committee has oversight responsibility for the quality and integrity of the
financial reporting practices of the Company. While the Audit Committee has
oversight responsibility, the primary responsibility for the Company’s financial
reporting, disclosure controls and procedures and internal controls and
procedures rests with management, and the Company’s independent registered
public accounting firm is responsible for auditing the Company’s financial
statements and the effectiveness of internal controls over financial
reporting.
In
discharging its oversight responsibility as to the audit process, the Audit
Committee has:
|
·
|
reviewed
and discussed the Company’s audited financial statements for the fiscal
year ended October 3, 2008, with the Company’s management and with the
Company’s independent registered public accounting
firm;
|
|
·
|
discussed
with the Company’s independent registered public accounting firm the
matters required to be discussed by SAS No. 61, “Communications with Audit
Committees,” as amended (American Institute of Certified Public
Accountants, Professional Standards Vol. 1, AU section 380), as adopted by
the Public Company Accounting Oversight Board in Rule 3200T;
and
|
9
|
·
|
received
the written disclosures and the letter from the Company’s independent
registered public accounting firm required by applicable requirements of
the Public Company Accounting Oversight Board regarding the independent
registered public accounting firm’s communications with the Audit
Committee concerning independence, and has discussed with the independent
registered public accounting firm the independent registered public
accounting firm’s independence.
|
Based
upon the above-described review and discussions with management and the
independent registered public accounting firm, the Audit Committee recommended
to the Board of Directors that the Company’s audited consolidated financial
statements be included in its Annual Report on Form 10-K for the fiscal year
ended October 3, 2008 for filing with the SEC.
The Audit
Committee of the Board of Directors
Terry E.
London, Chairman
Thomas F.
Pyle, Jr.
John M.
Fahey, Jr.
Audit
Committee Financial Expert
The
Company’s Board of Directors has determined that one of the members of the Audit
Committee, Terry E. London, qualifies as an “audit committee financial expert”
as defined by the rules of the SEC based on his work experience and
education.
Fees
of Independent Registered Public Accounting Firm
The
following table summarizes the fees the Company was billed for audit and
non-audit services rendered by the Company’s independent registered public
accounting firm, Ernst & Young LLP, during fiscal years 2008 and
2007:
|
Service
Type
|
2008
|
2007
|
|
Audit
Fees (1)
|
$1,311,245
|
$1,197,250
|
|
Audit-Related
Fees
|
--
|
--
|
|
Tax
Fees
|
--
|
--
|
|
All
Other Fees
|
--
|
--
|
|
Total
Fees Billed
|
$1,311,245
|
$1,197,250
|
|
(1)
|
Includes
fees for: professional services rendered in connection with the audit of
the Company’s financial statements and the effectiveness of the Company's
internal control over financial reporting for the fiscal years ended
October 3, 2008 and September 28, 2007; the reviews of the financial
statements included in each of the Company’s quarterly reports on
Form 10-Q during such fiscal years; and consents and assistance with
documents filed by the Company with the
SEC.
|
The Audit
Committee of the Board of Directors of the Company considered that the provision
of the services and the payment of the fees described above are compatible with
maintaining the independence of Ernst & Young LLP.
The Audit
Committee is responsible for reviewing and pre-approving any non-audit services
to be performed by the Company’s independent registered public accounting firm.
These non-audit services are evaluated by the Audit Committee taking into
account scope, fees, and applicable laws and regulations (including SEC rules)
related to the independence of the independent registered public accounting
firm. The Audit Committee has delegated its pre-approval authority to the
Chairman of the Audit Committee to act between meetings of the Audit Committee.
Any
10
pre-approval given by the Chairman of the Audit
Committee pursuant to this delegation is presented to the full Audit Committee
at its next regularly scheduled meeting.
Since the
effective date of the SEC rules requiring pre-approval of non-audit services on
May 6, 2003, each new engagement of the Company’s independent registered public
accounting firm to perform non-audit services has been approved in advance by
the Audit Committee or the Chairman of the Audit Committee pursuant to the
foregoing procedures.
STOCK
OWNERSHIP OF MANAGEMENT AND OTHERS
The
following table sets forth certain information as of December 24, 2008 regarding
the beneficial ownership of each class of Company common stock by each director
(including each incumbent and nominee director), each person known by the
Company to own beneficially more than 5 percent of either class of the Company’s
common stock (including any “group” as set forth in Section 13(d)(3) of the
Exchange Act), each of the officers named in the Summary Compensation Table in
this Proxy Statement (the “Named Executive Officers”), and all directors and
current executive officers as a group based upon information furnished by such
persons or in information otherwise publicly available in filings with the
SEC.
The
Company has determined beneficial ownership in accordance with the rules of the
SEC. Except as indicated in the footnotes, the persons listed below have sole
voting and investment power over the shares beneficially owned. Shares of common
stock subject to options that are either currently exercisable or exercisable
within 60 days of December 24, 2008 are treated as outstanding and
beneficially owned by the option holder for the purpose of computing the
percentage ownership of the option holder. However, these shares are not treated
as outstanding for the purpose of computing the percentage ownership of any
other person. The table lists applicable percentage ownership based on 8,057,978
shares of Class A common stock and 1,216,464 shares of Class B common stock
outstanding as of December 24, 2008.
11
|
Class
A Common Stock(1)
|
Class
B Common Stock(1)
|
|||||||||||||||
|
Name
and Address
|
Number
of
Shares
|
Percentage
of
Class Outstanding |
Number
of
Shares |
Percentage
of
Class Outstanding |
||||||||||||
|
Johnson
Bank
555
Main Street
Racine,
Wisconsin 53403
|
2,716,135 | (2) | 33.7 | % | 42,830 | (2) | 3.5 | % | ||||||||
|
Helen
P. Johnson-Leipold
555
Main Street
Racine,
Wisconsin 53403
|
1,368,916 | (3) | 16.6 | % | 1,168,366 | (3) | 96.1 | % | ||||||||
|
Dr.
H. Fisk Johnson
555
Main Street
Racine,
Wisconsin 53403
|
929,461 | (4) | 11.5 | % | – | – | ||||||||||
|
TowerView
LLC
c/o
The Corporation Trust Company
Corporation
Trust Center
1209
Orange Street
Wilmington,
Delaware 19801
|
936,000 | (5) | 11.6 | % | – | – | ||||||||||
|
Dimensional
Fund Advisors Inc.
1299
Ocean Avenue
Santa
Monica, CA 90401
|
666,387 | (6) | 8.3 | % | – | – | ||||||||||
|
D.B.
Zwirn & Co., L.P.
745
Fifth Avenue, 18th Floor
New
York, NY 10151
|
418,280 | (7) | 5.2 | % | – | – | ||||||||||
|
Thomas
F. Pyle, Jr.
|
40,112 | (8) | * | – | – | |||||||||||
|
John
M. Fahey, Jr.
|
29,459 | (9) | * | – | – | |||||||||||
|
Terry
E. London
|
13,586 | (10) | * | – | – | |||||||||||
|
David
W. Johnson
|
14,044 | * | – | – | ||||||||||||
|
W.
Lee McCollum
|
6,974 | (11) | * | – | – | |||||||||||
|
Edward
F. Lang
|
4,082 | * | – | – | ||||||||||||
|
All
directors and current executive officers as a group (7
persons)
|
1,477,173 | 18.3 | % | 1,168,366 | 96.1 | % | ||||||||||
|
(1)
|
Shares
of Class B common stock (“Class B Shares”) are convertible on a
share-for-share basis into shares of Class A common stock (“Class A
Shares”) at any time at the discretion of the holder thereof. As a result,
a holder of Class B Shares is deemed to beneficially own an equal number
of Class A Shares. However, in order to avoid overstatement of the
aggregate beneficial ownership of Class A Shares and Class B Shares, the
Class A Shares reported in the table does not include Class A Shares which
may be acquired upon the conversion of Class B
Shares.
|
|
(2)
|
Johnson
Bank reports sole voting and investment power with respect to 562,365
Class A Shares and 21,772 Class B Shares, and shared voting and investment
power with respect to 2,153,770 Class A Shares and 21,058 Class B Shares.
Of the 2,153,770 Class A Shares for which Johnson Bank reports shared
voting and investment power, Ms. Johnson-Leipold also reports beneficial
ownership of 949,873 of these shares and Dr. Johnson also reports
beneficial ownership of 527,827 of these shares. Ms. Johnson-Leipold is
indirectly the controlling shareholder of Johnson
Bank.
|
12
|
(3)
|
Ms.
Johnson-Leipold reports shared voting and investment power with respect to
all of the Class A Shares (other than with respect to 304,579 Class A
Shares). Ms. Johnson-Leipold beneficially owns such Class A Shares
indirectly as the settlor and beneficiary of a trust and through such
trust as a general partner of certain limited partnerships controlled by
certain members of Samuel C. Johnson’s family or related entities (the
“Johnson Family”) and as a controlling shareholder, with trusts for the
benefit of the Johnson Family, of certain corporations. Of the 1,064,337
Class A shares for which Ms. Johnson-Leipold reports shared voting and
investment power, Johnson Bank also reports beneficial ownership of
949,873 of these shares and Dr. Johnson also reports beneficial ownership
of 29,308 of these shares. Ms. Johnson-Leipold reports sole voting and
investment power with respect to 1,168,366 Class B Shares directly held by
the Johnson Outdoors Inc. Class B Common Stock Voting Trust, of which she
is voting trustee. The 304,579 Class A Shares for which Ms.
Johnson-Leipold reports sole voting and investment power include options
to acquire 175,000 Class A Shares, 90,432 shares of restricted stock and
4,099 Class A Shares held by the Johnson Outdoors 401(k) Retirement and
Savings Plan.
|
|
(4)
|
Dr.
Johnson reports sole voting and investment power with respect to 401,634
Class A Shares, which he holds directly, as the sole trustee of the
Herbert F. Johnson Distributing Trust and the HFJ Foundation Trust and as
the controlling shareholder of S.C. Johnson & Son, Inc. Dr. Johnson
reports shared voting and investment power with respect to 527,827 Class A
Shares, which are held either by Dr. Johnson’s revocable trusts or by
certain partnerships or corporations in which Dr. Johnson or his revocable
trust are general partners or shareholders. Of these 527,827 Class A
Shares, all are also reported as beneficially owned by Johnson Bank and
29,308 are also reported as beneficially owned by Ms.
Johnson-Leipold.
|
|
(5)
|
The
information is based on a report on a Form 13G, filed January 5, 2009 by
TowerView LLC with the Securities and Exchange Commission reporting its
beneficial ownership as of December 31, 2008. TowerView reported sole
voting and investment power with respect to the Class A
Shares.
|
|
(6)
|
The
information is based on a Schedule 13 F-HR, dated September 30, 2008,
filed by Dimensional Fund Advisors LP, a registered investment advisor
(“Dimensional”), with the Securities and Exchange Commission reporting its
beneficial ownership as of September 30, 2008. Dimensional reported sole
voting and sole investment power with respect to 653,397 of the reported
shares and no voting and investment power with respect to 12,990 of the
voting shares. Dimensional disclaims beneficial ownership of
all of the reported shares, which are owned by advisory clients of
Dimensional.
|
|
(7)
|
The
information is based on a Schedule 13F-HR dated November 14, 2008 filed by
D.B. Zwirn & Co., L.P. and certain of its affiliates (“Zwirn”) with
the Securities and Exchange Commission. Zwirn reported that as of
September 30, 2008 it beneficially owned 418,280 Class A Shares with
shared voting and investment power over all such
shares.
|
|
(8)
|
Includes
options to acquire 16,099 Class A Shares, which options are exercisable
within 60 days.
|
|
(9)
|
Includes
options to acquire 18,879 Class A Shares, which options are exercisable
within 60 days.
|
|
(10)
|
Includes
options to acquire 4,254 Class A Shares, which options are exercisable
within 60 days.
|
13
|
(11)
|
Includes
options to acquire 2,304 Class A Shares, which options are exercisable
within 60 days.
|
At
December 5, 2008, the Johnson Family beneficially owned, 3,739,454 Class A
Shares, or approximately 46.4 percent of the outstanding Class A Shares, and
1,211,196 Class B Shares, or approximately 99.6 percent of the outstanding
Class B Shares.
EXECUTIVE
OFFICERS
The
following table sets forth the name, age, current position and principal
occupation and employment during the past five years of the executive officers
of the Company who are not nominees for directors:
|
Name
|
Age
|
Current
Position
|
Other
Positions
|
|
David
W. Johnson
|
46
|
Vice
President and
Chief Financial Officer of the Company since November 2005. |
From
July 2005 to November 2005, Mr. Johnson served as Interim Chief Financial
Officer and Treasurer of the Company. From December 2001 to July 2005, he
served as Director of Operations Analysis of the Company. Prior to joining
the Company, Mr. Johnson was employed by Procter & Gamble in a series
of finance positions with increasing
responsibility.
|
EXECUTIVE
COMPENSATION
Compensation
Discussion and Analysis
This
Compensation Discussion and Analysis addresses Johnson Outdoors’ compensation
policies and decisions for fiscal year 2008 and the first part of fiscal year
2009 prior to the date of this proxy statement for the two executive officers
listed below in the Summary Compensation Table. Throughout this proxy statement,
these two executive officers are referred to as “named executive
officers.”
Compensation
Objectives
The
objectives of the Compensation Committee in establishing compensation
arrangements for the named executive officers are to:
|
·
|
Attract,
retain and motivate key executives who are important to our continued
success through competitive compensation arrangements;
and
|
|
·
|
Create
compensation packages which provide strong incentives for long-term
success and performance.
|
Johnson
Outdoors believes the Compensation Committee has designed and implemented a
compensation program to achieve those objectives based on the
following:
|
·
|
Each
named executive officer receives a base salary which is: competitive and
fair; targeted at a level to attract, retain and motivate persons of the
highest caliber; and at a level comparable to an industry peer group
believed to be reflective of the labor market in which Johnson Outdoors’
competes in recruiting for executive and managerial
talent.
|
14
|
·
|
Our
compensation programs are designed to (1) link short and long-term goals
with shareholder value creation, (2) provide strong incentives for the
long-term success of Johnson Outdoors, (3) reinforce achievement of
business objectives and execution of Johnson Outdoors’ strategy and (4)
make variable pay rewards tie to achievement of targeted financial
results.
|
|
·
|
The
Compensation Committee calibrates internal Johnson Outdoors’ practices
with external current market data every two to three years and balances
the external data with internal equity
analysis.
|
|
·
|
A
significant portion of compensation is linked to Company performance and
the higher the level of the executive’s position with Johnson Outdoors,
the greater the total compensation focuses on enhancing long-term
shareholder value creation.
|
|
·
|
The
Compensation Committee also has the authority to grant annual
discretionary cash bonuses if deemed appropriate based on individual
and/or Company performance.
|
|
·
|
Johnson
Outdoors’ compensation program is clear and straightforward. Nearly all of
the current compensation paid to named executive officers is based on only
three components: base salary, annual incentive cash bonuses, and
long-term incentive compensation in the form of cash or equity awards.
Johnson Outdoors does not currently provide named executive officers with
any supplemental executive retirement plan (SERP) or similar
benefits. Named executive officers receive a modest level of
perquisites or other benefits that are not available to all employees.
“All Other Compensation” reported in the Summary Compensation Table
constituted less than 9.9 percent of “Total Compensation” for the named
executive officers in 2008.
|
Compensation
Process
Compensation
for the named executive officers is evaluated and reviewed by the Compensation
Committee of our Board of Directors. The Compensation Committee consists of
three directors, each of whom is independent under the applicable standards of
the NASDAQ Stock Market: Thomas F. Pyle, Jr. serves as Chairman, with
John M. Fahey and Terry E. London as members. Additional information
regarding the Compensation Committee is disclosed above under “Directors
Meetings and Committees–Committees-Compensation Committee.” A copy of
the charter for the Compensation Committee may be found at our website at www.johnsonoutdoors.com.
Many key
compensation decisions are made during the first quarter of the fiscal year as
the Compensation Committee meets to review performance for the prior year,
determine awards under the Johnson Outdoors 2000 Long-Term Stock Incentive Plan
(or Stock Incentive Plan) and the Johnson Outdoors Inc. Worldwide Key
Executives’ Discretionary Bonus Plan (or Cash Bonus Plan) and set compensation
targets and objectives for the coming year. The Compensation Committee also
views compensation as an ongoing process, and meets regularly throughout the
year for purposes of planning and evaluation. The Compensation Committee held
five meetings during fiscal 2008, as well as a meeting in December 2008, to
review performance for fiscal 2008 and to establish awards and performance
targets for future fiscal periods. When deliberating on and determining the
Chief Executive Officer’s compensation, the Compensation Committee meets in
executive session (without management present). The Compensation Committee
receives and reviews materials in advance of each meeting, including materials
that management believes will be helpful to the Compensation Committee as well
as materials specifically requested by members of the Compensation
Committee.
Management
provides significant assistance to the Compensation Committee in its oversight
and determination of compensation. Management’s role includes: assisting the
Compensation Committee with evaluating employee
performance; establishing business performance targets and objectives; recommending salary levels and incentive stock grants (including shares of restricted stock); and, providing financial data on performance, calculations and reports on achievement of performance objectives, and other information requested by the Committee. The Chief Executive Officer works with the Compensation Committee in making recommendations regarding overall compensation policies and plans as well as specific compensation levels for named executive officers and other key employees other than the Chief Executive Officer. Members of management who were present during Compensation Committee meetings in fiscal year 2008 and fiscal year 2009 included the Chief Executive Officer, the Chief Financial Officer, the Vice-President, Business Development and Legal Affairs, and the Vice President, Human Resources. The Compensation Committee makes all decisions regarding the compensation of the Chief Executive Officer without the Chief Executive Officer or any other member of management present.
15
performance; establishing business performance targets and objectives; recommending salary levels and incentive stock grants (including shares of restricted stock); and, providing financial data on performance, calculations and reports on achievement of performance objectives, and other information requested by the Committee. The Chief Executive Officer works with the Compensation Committee in making recommendations regarding overall compensation policies and plans as well as specific compensation levels for named executive officers and other key employees other than the Chief Executive Officer. Members of management who were present during Compensation Committee meetings in fiscal year 2008 and fiscal year 2009 included the Chief Executive Officer, the Chief Financial Officer, the Vice-President, Business Development and Legal Affairs, and the Vice President, Human Resources. The Compensation Committee makes all decisions regarding the compensation of the Chief Executive Officer without the Chief Executive Officer or any other member of management present.
The
Compensation Committee’s charter authorizes the Committee to engage compensation
consultants and other advisers as the Committee may deem appropriate, and
requires that Johnson Outdoors provide the Committee with adequate funding to
engage any such advisers. As noted above, the Compensation Committee monitors
the operation of the executive compensation program. This monitoring includes a
biennial report from independent compensation consultants assessing the
effectiveness of the compensation program by comparing executive compensation to
an industry peer group reflective of the national labor market from which many
companies recruit for executive and managerial talent. The data includes a
breakout of a market compensation comparison against the actual base salary,
bonus and long-term incentive levels for each of the named executive officers to
ensure competitive positioning across all of the key elements of the total
compensation package. If significant gaps are identified, the independent
consultant would provide recommendations on establishing a compensation plan to
address such gaps. This compensation consultant is independent from the
Committee and from management. The results of this biennial review are reflected
in Johnson Outdoors’ current compensation policies and plans. The Compensation
Committee expects to continue to engage an independent compensation consultant
to review base salaries and other compensation paid to named executive officers
in future periods.
The
criteria used by the consultant in selecting peer companies
includes:
|
·
|
comparable
size ($150 million to $850 million in annual
sales);
|
|
·
|
manufacturing
companies;
|
|
·
|
consumer
product focus;
|
|
·
|
global
operations; and
|
|
·
|
freestanding
U.S. public company.
|
Components
of Executive Compensation
For the
named executive officers, the primary components of our total compensation
continue to be:
|
·
|
base
salary;
|
|
·
|
annual
cash incentive compensation bonuses and, in some cases, annual
discretionary cash bonuses; and
|
|
·
|
long-term
incentive compensation in the form of cash or equity
awards.
|
16
The
Compensation Committee establishes corporate goals and objectives relevant to
the compensation of named executive officers. The Compensation Committee
evaluates the performance of these officers in light of those goals and
objectives and, based on such evaluation, reviews and approves the annual
salary, bonus, equity compensation and other benefits of these named executive
officers. In determining the compensation for the named executive officers, the
Compensation Committee evaluates targeted total compensation levels for named
executive officers, as well as how each component fits within the targeted total
compensation levels. This evaluation is guided by the compensation objectives
described above. A large portion of potential compensation for our named
executive officers is performance-based. For performance-based compensation, we
utilize both short-term incentive cash compensation and long-term cash or equity
incentive compensation.
Base Salary. Base salary is a
key component of executive compensation. In determining base salaries, the
Compensation Committee considers the named executive officer’s qualifications
and experience, the named executive officer’s responsibilities, the named
executive officer’s past performance, the named executive officer’s goals and
objectives, and salary levels for comparable positions at peer group companies
and other similarly sized companies
nationally. Historically, Johnson Outdoors has not entered into employment
agreements with executive officers. Accordingly, base salaries of the named
executive officers are reviewed annually by the Compensation Committee and,
based upon such review, the Compensation Committee determines whether any
adjustments are necessary. Base salary levels for our named executive officers
are generally positioned to be competitive with comparable positions in a
general industry group that is reflective of the national labor market from
which many companies recruit for executive and managerial talent. In determining
salary adjustments for the named executive officers, the Compensation Committee
considers various factors, including the individual’s performance and
contribution, the average percentage pay level for similar positions and total
Company performance. The Compensation Committee, where appropriate, also
considers non-financial performance measures such as improvements in product
quality, manufacturing efficiency gains and the enhancement of relations with
our customers and employees. The Compensation Committee exercises discretion in
setting base salaries within the guidelines discussed above.
As noted
above, we do not provide any standard annual raises in the base salaries of the
named executive officers. During fiscal 2008, the base salaries for Ms.
Johnson-Leipold and Mr. Johnson were increased by the Compensation Committee
based upon performance and market data received by the Compensation Committee
from our independent consultant. For fiscal 2008, the named executive officers
were paid the following base salaries:
|
Name
|
2008
Base Salary
|
|
Helen
P. Johnson-Leipold
|
$555,000
|
|
David
W. Johnson
|
$250,273
|
Annual Incentive Bonuses. The
named executive officers are eligible to receive annual incentive cash bonuses
under the Cash Bonus Plan. (Shareholders approved amendments to this bonus plan
at the 2008 Annual Meeting of Shareholders.) Additionally, the Compensation
Committee has discretionary authority to award annual bonuses under the Cash
Bonus Plan. The calculation of annual incentive bonuses under this bonus plan is
generally comprised of two elements, which are as follows:
|
·
|
achieving
individual pre-established objectives;
and
|
|
·
|
performance
against certain Company financial performance measures, which collectively
represent the “JVM component.”
|
17
The use
of individual objectives allows for the establishment of goals that are
typically tied to financial performance and that each participant in the Cash
Bonus Plan can best impact, including, but not limited to: profitability,
working capital, sales growth, operational efficiency, market share growth,
organizational development and innovation. For fiscal 2008, we used net income
as the performance measure for the JVM Component and the annual award was
derived from performance against budgeted net income. The Compensation
Committee’s goals in using the Cash Bonus Plan support the attainment of
increased shareholder returns while responding to changes both in the business
and overall business environment. Against target, individual payouts under the
JVM component of the plan range from 0 to 200 percent of the target award, and,
in all cases, the greater percentage of bonus targets are based on the Company
performance measure.
Each
named executive officer participates in the Cash Bonus Plan. Target bonuses
ranging from 15 percent to 75 percent of a participant’s base salary are
established by the Compensation Committee for each participant at the beginning
of the fiscal year. The Compensation Committee believes target award
opportunities are competitive with industry practices. Johnson Outdoors has
approximately 100 participants in the Cash Bonus Plan. The Compensation
Committee retains the final authority to approve individual bonuses and may, in
its sole discretion, reduce or eliminate bonuses determined under the foregoing
formula. The current maximum amount payable under the Cash Bonus Plan during any
fiscal year to any person whom the Compensation Committee considers a covered
employee within the meaning of Internal Revenue Code section 162(m) is
equal to $2,000,000.
For
fiscal 2008, the Compensation Committee awarded the following annual incentive
bonuses to the named executive officers:
|
Name
|
Fiscal
2008 Bonus Amount
|
|
Helen
P. Johnson-Leipold
|
$0
|
|
David
W. Johnson
|
$0
|
In
determining each named executive officer’s annual bonus amount based upon fiscal
2008 performance, the Compensation Committee allocated 15 percent of the
eligible bonus amount to achievement of the individual performance component and
85 percent to achieving the Company financial performance target, which for
fiscal 2008 was reaching a minimum level of net income. For the JVM component (or Company performance element)
of our annual bonus under the Cash Bonus Plan, the eligible bonus can be paid
out from 0 to 200 percent of the target award amount. The target award
for fiscal 2008 was targeted net income and
if targeted net income was achieved, the payout under the JVM component would
equal 100 percent. The minimum payout threshold was set at 80 percent of
targeted net income, which would result in a payout of 50 percent of the target
award. The maximum payout under the JVM component was set as follows: the JVM
component is paid out at the maximum level of 200 percent of the target award if
the Company achieves at least 140 percent of targeted net income. With respect
to the
individual component of the annual bonus; payouts also range from 0 to 200
percent of the target award. The individual component is based on
individual objectives which are designed to help the Company achieve its overall
strategic business objectives. For fiscal 2008, total Company objectives were not
achieved, and neither Ms. Johnson-Leipold nor Mr. Johnson received bonuses for
the 2008 fiscal year.
Long-Term Incentive Compensation.
The Compensation Committee believes that long term incentive compensation
is an effective means of aligning the long-term interests of employees,
including the named executive officers, with the shareholders of Johnson
Outdoors.
For fiscal 2008, each named executive officer had
their long-term incentive award split between a restricted stock award and a
performance-based cash award. On December 7, 2007, specified grants of
shares of restricted stock were
18
made, based
upon fiscal year 2007 performance, of 10,072 shares to
Ms. Johnson-Leipold and 2,798 shares to Mr. Johnson. The shares
of restricted stock vest on the fifth anniversary of the grant date and had a
grant date fair value per share of $22.34 as determined pursuant to Statement of
Financial Accounting Standards (“SFAS”) No. 123R, Share Based Payment. Additionally, the
Compensation Committee set a long-term incentive performance award target of
$234,000 for Ms. Johnson-Leipold and $65,000 for Mr. Johnson. These cash
awards will only be paid if a minimum level of net income growth is achieved by
the end of fiscal year 2010. The amount earned under these awards can span from
50 percent to 150 percent of the target amount based on net income growth that
ranges from 80 percent to 125 percent of targeted, cumulative net income for the
three year period. No awards will be earned if net income growth is less than 80
percent of targeted, cumulative net income for the three-year period. The
Compensation Committee believes that these awards will not be earned given the
net income levels for fiscal 2008.
Beginning
in fiscal 2009, the Compensation Committee decided, based upon its analysis of
the Johnson Outdoors compensation system and objectives described above, to
eliminate long-term cash performance awards from the long-term incentive
compensation component of the Johnson Outdoors’ compensation
program. Instead, starting with fiscal 2009, the Compensation
Committee intends to grant long-term incentive compensation solely in the form
of shares of restricted stock. The Compensation Committee expects to
continue to split this long-term incentive compensation into two
components. Awards of long-term incentive compensation will include:
(1) grants of shares of restricted stock that vest on the fifth anniversary of
the grant date and (2) an additional target award of shares of restricted stock
that will only be granted if certain Company-wide performance targets are
achieved at the end of the fiscal year. If those targets are
achieved, then the named executed officer would be issued additional shares of
restricted stock with a value equal to the value of the target set by the
Compensation Committee at the beginning of the fiscal year. These
shares of restricted stock would vest three years after the grant date (which
will be four years after the original award).
On
December 3, 2008 and consistent with our new long-term incentive compensation
methodology, specified grants of shares of restricted stock were made of 17,422
shares to Ms. Johnson-Leipold and 4,839 shares to Mr. Johnson. The
shares of restricted stock vest on the fifth anniversary of the grant date and
had a grant date fair value per share of $6.38 as determined pursuant to SFAS
No. 123R. Additionally, the
Compensation Committee established a performance award target of $222,300 for
Ms. Johnson-Leipold and $61,750 for Mr. Johnson. These awards will be paid
in the form of shares of restricted stock with three-year vesting, if a minimum
level of cash flow is achieved by the end of fiscal year 2009. The amount earned
under these awards can span from 50 percent to 150 percent of the target amount
based on a level of cash flow generated during fiscal 2009 that ranges from 80
percent to 125 percent of the target cash flow. No awards will be earned if cash
flow generated in fiscal 2009 is less than 80 percent of targeted levels for the
applicable period.
Perquisites and Other Compensation.
The named executive officers participate in other benefit plans generally
available to all employees on the same terms as similarly situated employees,
including participation in medical, health, dental, disability, life insurance,
401(k) plans and other qualified and non-qualified retirement plans. These
benefits are included in the Summary Compensation Table in the “All Other
Compensation” column. In addition, named executive officers also participate in
the discretionary Executive Flexible Spending Account Plan which provides for
reimbursement for certain expenses that are applicable to an executive’s
personal financial planning and/or for purchases of business equipment by
executive officers for business needs. This program is available to other key
executives as well and the amounts typically range from $5,000 to $8,500 of
potential reimbursement each calendar year, provided the eligible participant
submits the appropriate documentation. Any applicable reimbursement under
this
19
plan would be taxable
income, with the exception of $500 per year that may be applied for financial
planning, tax return preparation and/or amounts incurred for home
office equipment to the extent such equipment is used the majority of the time
for Company business. For
calendar 2008, Ms. Johnson-Leipold received reimbursement under this plan of up
to $8,500 and Mr. Johnson received reimbursement under this plan of up to
$7,000.
Change
of Control and Severance Benefits
Historically,
Johnson Outdoors has not entered into employment agreements with any named
executive officers and does not have contractual obligations to provide
severance benefits to either of the named executive officers. In the past,
Johnson Outdoors has negotiated payment of certain severance benefits on a
case-by-case basis with terminated named executive officers. The amount and type
of severance benefits provided to these former named executive officers has
depended upon the circumstances of the termination, the position of the former
named executive officer and certain other performance-related factors. Should
Johnson Outdoors pay severance benefits in the future to former named executive
officers, we expect to do so on a case-by-case basis in accordance with prior
practice.
Benchmarking
The
Compensation Committee periodically reviews a report from an outside consultant
on Johnson Outdoors’ compensation programs for executives. W.T. Haigh &
Company, Inc., an outside consulting firm, prepared the most recent report
regarding fiscal 2008 compensation. That report was considered by the
Compensation Committee when making decisions on 2009 calendar year compensation.
The report discusses how our compensation programs compare with certain peer
companies on the basis of base salary, bonus, long-term incentives, benefits,
and total compensation. The consultant developed compensation data using a
survey of several leading “like size” publicly traded manufacturing companies,
as well as a formal compensation survey of executive compensation from a
national organization specializing in such surveys. The criteria used by the
consultant in determining the members of the peer group is described above. The
median total annual sales of this comparable group was $495 million. The survey
group data helps to ensure that our executive compensation program as a whole is
competitive when Johnson Outdoors achieves targeted performance levels. In
addition to providing compensation opportunities at or around the survey group’s
median compensation, including salary, annual bonus and long-term incentives, we
also seek to incorporate flexibility into compensation programs and the
assessment process to respond to, and adjust for, the evolving business
environment and individual circumstances of the named executive officers. For
fiscal 2008, compensation paid to the named executive officers was at or below
the median aggregate compensation paid to the peer companies included in this
survey.
Tax
and Accounting Considerations
Deductibility of Executive
Compensation. Internal Revenue Code section 162(m) generally disallows a
tax deduction to a public corporation for non-performance-based compensation
over $1,000,000 paid for any fiscal year to each of the individuals who were, at
the end of the fiscal year, the corporation’s chief executive officer and the
four other most highly compensated executive officers. Through the end of fiscal
2008, the Compensation Committee does not believe the compensation paid to our
executive officers exceeded the limit on deductibility in Code
section 162(m). The Stock Incentive Plan and Cash Bonus Plan are intended
to satisfy the requirements for “performance-based compensation” under Code
section 162(m), including the requirement that such plans be approved by
shareholders. As a result, the Compensation Committee believes that awards under
these plans intended to satisfy the requirements for “performance-based
compensation” under Code section 162(m) will not count against the
$1,000,000 limit and will be deductible by Johnson Outdoors. Other compensation
paid or imputed to individual executive officers covered by Code
20
section
162(m) may not satisfy the requirements for “performance-based compensation” and
may cause “non-performance-based compensation” to exceed the $1,000,000 limit,
and would then not be deductible by Johnson Outdoors to the extent it exceeds
the $1,000,000 limit. Although the Compensation Committee designs certain
components of executive compensation to preserve income tax deductibility, it
believes that it is not in the shareholders’ interest to restrict the
Compensation Committee’s discretion and flexibility in developing appropriate
compensation programs and establishing compensation levels and, in some
instances, the Compensation Committee may approve compensation that is not fully
deductible.
Nonqualified Deferred
Compensation. Code section 409A was signed into law on October 22, 2004,
changing the tax rules applicable to nonqualified deferred compensation
arrangements. The Compensation Committee does not believe that Johnson Outdoors
has any nonqualified deferred compensation arrangements with any of the named
executive officers that will be subject to the excise tax under this
law.
Accounting for Stock-Based
Compensation. Beginning on January 1, 2006, Johnson Outdoors began
accounting for stock-based payments, including stock options and restricted
stock under the Stock Incentive Plan, in accordance with the requirements of
SFAS 123R. The Compensation Committee considers the impact of the expense to
Johnson Outdoors under SFAS 123R, among other factors, in making its decisions
with respect to stock option grants.
Timing
of Restricted Stock Grants
Generally,
grants of shares of restricted stock to employees (other than inducement grants
to new employees) are made annually on the date of the quarterly meeting of the
Board of Directors held in December of each year, after prior year earnings have
been announced. The grant date (other than for inducement grants to new
employees) is always the date of approval of the grant by the Board of Directors
or the Compensation Committee, as applicable, and the grant date for inducement
grants to new employees is the first date of employment. The exercise price is
the fair market value (closing price) of shares of our common stock on The
NASDAQ Stock Market on the grant date. Under the Johnson Outdoor’s 2003
Non-Employee Director Stock Ownership Plan, outside directors receive annual
grants of restricted stock after the election of directors at the Annual Meeting
of Shareholders. See “Director Compensation” for more information.
Report
of the Compensation Committee
The
Compensation Committee has reviewed and discussed the Compensation Discussion
and Analysis set forth in this proxy statement with management and, based on
such review and discussions with management, the Compensation Committee
recommended to the Board of Directors that the Compensation Discussion and
Analysis be included in this proxy statement.
COMPENSATION
COMMITTEE:
Thomas F.
Pyle, Jr. (Chairman)
John M.
Fahey, Jr.
Terry E.
London
21
Summary
Compensation Table
The
following table provides information for fiscal 2008 and 2007 concerning the
compensation paid by Johnson Outdoors to our principal executive officer and
principal financial officer (who are referred to as the “named executive
officers” in this proxy statement).
|
Name
and Principal Position
|
Year
|
Salary
|
Bonus
(1)
|
StockAwards(2)
|
Non-Equity
Incentive Plan Comp.(3)
|
All
Other
Comp. (4)
|
Total
|
|
Helen
P. Johnson-Leipold, CEO
|
2008
|
$555,000
|
0
|
$240,278
|
0
|
$
75,849
|
$ 795,278
|
|
2007
|
$535,000
|
$58,984
|
$215,833
|
$378,016
|
$
77,560
|
$1,265,393
|
|
|
David
W. Johnson, CFO
|
2008
|
$250,273
|
0
|
$ 39,583
|
0
|
$
34,564
|
$ 324,420
|
|
2007
|
$220,550
|
$14,887
|
$
27,083
|
$
72,925
|
$
31,045
|
$ 366,490
|
|
(1)
|
The amounts in this column reflect the individual component of the named executive
officer’s annual bonus under the Cash Bonus Plan, as
described in the Compensation Discussion and Analysis. The
individual component is based on individual objectives which are designed
to help the Company achieve its overall strategic business
objectives. Bonus payments were not awarded under our
Cash Bonus Plan for fiscal 2008 because we failed to meet the performance
targets. For fiscal 2007, bonus payments were awarded under the
Cash Bonus Plan at the discretion of the Compensation Committee based on
meeting certain individual performance goals established for the named
executive officer, which goals were tied to achievement of the Johnson
Outdoors’ strategic plan for fiscal 2007. See “Compensation Discussion and
Analysis.”
|
|
(2)
|
The
amounts in this column reflect the dollar amount recognized for financial
statement reporting purposes for fiscal years 2008 and 2007, in accordance
with SFAS 123R, of restricted stock awards granted pursuant to the Stock
Incentive Plan and, thus, include amounts from awards granted prior to the
applicable fiscal year that vested in fiscal 2008 and 2007, respectively.
Assumptions used in the calculation of this amount for fiscal years 2008,
2007 and 2006 are included in footnote 10 to our audited consolidated
financial statements, included in our Annual Report on Form 10-K filed
with the SEC on January 2, 2009.
|
|
(3)
|
This
column discloses the dollar value of all amounts earned by the named
executive officers under the JVM component of the Cash Bonus Plan for
performance in fiscal 2007. These amounts where awarded based
upon satisfaction of incentive performance targets. This column also
discloses the dollar value of all amounts earned by the named executive
officers under the Johnson Outdoors’ Phantom Share Long-Term Incentive
Plan. Under the Phantom Share Long-Term Incentive Plan, the Compensation
Committee annually set a cash target award for each participant in the
Plan. On the date the cash target award was fixed by the Compensation
Committee, the cash target award was converted into phantom shares of our
common stock based upon the weighted average of the closing sales price of
our common stock during the 90 day trailing period prior to the date of
the award. The awards vested in total on the three year anniversary of the
award grant date and were then converted into a cash payment on the
vesting date based upon the 90 day trailing average of the price of our
common stock on such vesting date. Amounts reported in the table above
identify the value of the cash award paid to the named executive officers
for fiscal 2007 under the Phantom Share Long-Term Incentive Plan. No
awards under this Phantom Share Long-Term Incentive Plan have been granted
since December 2003 and Johnson Outdoors does not expect to make further
grants of awards under this plan going
forward.
|
22
The
amounts disclosed in this column of the table are divided between the JVM
component of the Cash Bonus Plan and the Phantom Share Long-Term Incentive Plan
as follows:
|
Name
|
Cash
Bonus
Plan
|
Phantom
Share
Plan
|
Total
|
|
Helen
P. Johnson-Leipold
|
$247,657
|
$130,359
|
$378,016
|
|
David
W. Johnson
|
$ 72,925
|
$ --
|
$ 72,925
|
|
(4)
|
The
table below shows the components of this column, which include an approved
match for each named executive officer’s 401(k) plan contributions,
approved contributions credited to the individual’s qualified retirement
plan, approved contributions to the individual’s non-qualified retirement
plan account and perquisites provided to each individual for fiscal 2008
and 2007.
|
|
Name
|
Year
|
401(k)
Match
|
Qualified
Plan
Contributions
|
Non-Qualified
Plan
Contributions
|
Perquisites(a)
|
Total
“All Other
Compensation”
|
|
Helen
P. Johnson-Leipold
|
2008
|
$6,900
|
$18,000
|
$42,449
|
$8,500
|
$75,849
|
|
2007
|
$6,750
|
$17,600
|
$44,710
|
$8,500
|
$77,560
|
|
|
David
W. Johnson
|
2008
|
$7,286
|
$17,644
|
$
2,634
|
$7,000
|
$34,564
|
|
2007
|
$6,617
|
$14,302
|
$
3,063
|
$7,000
|
$31,045
|
|
|
(a)
|
Perquisites
consist of reimbursements made to the named executive officer under the
Executive Flexible Spending Account Plan for personal financial planning
services, for purchases of business equipment for business needs and/or
for certain association membership
dues.
|
Grants
of Plan-Based Awards
|
Name
|
Grant
Date
|
Estimated
Future Payouts Under Non-Equity Incentive Plan Awards
|
All
Other Stock
Awards: Number of Shares of Stock (3) |
Grant
Date Fair Value of Stock Awards (4)
|
||
|
Threshold
|
Target
|
Maximum
|
||||
|
Helen
P. Johnson-Leipold
|
12/7/2007
|
--
|
--
|
--
|
10,072
|
$225,008
|
|
$--(1)
|
$234,000(1)
|
$351,000(1)
|
||||
|
$--(2)
|
$388,500(2)
|
$777,000(2)
|
||||
|
David
W. Johnson
|
12/7/2007
|
--
|
--
|
--
|
2,798
|
$
62,507
|
|
$--(1)
|
$
65,000(1)
|
$
97,500(1)
|
||||
|
$--(2)
|
$125,136(2)
|
$250,272(2)
|
||||
|
(1)
|
These
amounts relate to payouts targeted under our long-term incentive
compensation, which has been established under the Cash Bonus Plan. See
the description of this component of the Cash Bonus Plan described in
“Compensation Discussion and Analysis.” This long-term incentive
based-bonus entitles participants to earn cash compensation provided
certain financial performance measures are satisfied for the fiscal year
ending three years after the date the target(s) are
established. Minimum net income growth targets were used as the
financial performance measures for the awards established at the beginning
of fiscal 2008. If less than 80 percent of the net income growth target is
achieved for fiscal 2010, then the participant will not receive a payout
and as a result the threshold amounts are $0. If 80 percent of targeted
net income growth is achieved for fiscal 2010, then the participant is
entitled to receive 50 percent of the target award. If 100 percent of the
net income growth target is
|
23
| achieved, then the participant is entitled to a cash bonus equal to the target. If actual net income growth for fiscal 2010 were to equal or exceed 125 percent of the target, then the participant is entitled to a cash bonus of 150 percent of the target amount. Accordingly, the maximum amount a participant can receive under this award is equal to 150 percent of the target amount. The Compensation Committee does not expect that these performance targets will be met for payout of any bonus amounts to the named executive officers. | |
|
(2)
|
These
amounts show the range of payouts targeted for 2008 performance under the
annual short-term incentive cash compensation component of the Company’s
Cash Bonus Plan as described in the “Compensation Discussion
and Analysis” section. A maximum award is set for each participant in the
Cash Bonus Plan which includes achieving both individual performance goals
and Company performance goals. The amounts represented in the table above
relate solely to the awards linked to achieving Company performance goals
which in fiscal 2008 were tied to achieving a minimum level of net
income. The specific elements of the bonus award and
performance criteria are described above under the section “Compensation
Discussion and Analysis.” If the target is not achieved, no bonuses are
paid under the Cash Bonus Plan for the Company performance component, and
as a result the threshold amounts are $0. If 80 percent of targeted net
income was achieved for fiscal 2008, then the participant was entitled to
receive 50 percent of the target award. If 100 percent of the net income
target was achieved, then the participant was entitled to a cash bonus
equal to the target. If net income for fiscal 2008 equaled or exceeded 140
percent of the target, then the participant was entitled to a cash bonus
of 200 percent of the target amount. Accordingly, the maximum amount a
participant can receive under this long-term cash bonus plan is equal to
200 percent of the target amount. In fiscal 2008, the minimum Company
performance targets were not met for each named executive
officer.
|
|
(3)
|
Each
of the restricted stock awards vests on the five-year anniversary of the
grant date, which is December 7,
2012.
|
|
(4)
|
The
value of the award is based upon the grant date fair value of the 2008
awards determined pursuant to SFAS 123R. Generally, the grant date fair
value is the amount that is expensed in our financial statements over the
award’s vesting schedule. See note 10 to our consolidated financial
statements filed with the SEC on January 2, 2009 as part of our Annual
Report on Form 10-K for the assumptions we relied on in determining the
value of these awards.
|
Outstanding
Equity Awards at Fiscal Year End
The
following table provides information regarding unexercised options and unvested
shares of restricted stock held by the named executive officers at October 3,
2008.
|
Option
Awards
|
Stock
Awards
|
|||||
|
Name
|
Number
of Securities Underlying Unexercised Options Exercisable
|
Number
of Securities Underlying Unexercised Options Unexercisable
|
Option
Exercise Price ($)
|
Option
Expiration
Date
|
Number
of Shares or Units of Stock That Have Not Vested
|
Market
Value
of
Shares or Units of Stock That Have Not Vested (5)
|
|
Helen
P. Johnson-Leipold
|
85,000
|
¾
|
8.125
|
03/09/09(1)
|
10,072(6)
|
$124,893
|
|
30,000
|
¾
|
7.625
|
12/13/09(2)
|
12,208(7)
|
$151,379
|
|
|
30,000
|
¾
|
5.3125
|
12/11/10(3)
|
21,110(8)
|
$261,764
|
|
|
30,000
|
¾
|
7.4175
|
12/13/11(4)
|
¾
|
¾
|
|
|
David
W. Johnson
|
¾
|
¾
|
¾
|
¾
|
2,798(6)
|
$
34,695
|
|
3,391(7)
|
$
42,048
|
|||||
|
¾
|
¾
|
¾
|
¾
|
3,016(8)
|
$
37,398
|
|
24
|
(1)
|
The
common stock option vested pro rata over a 3-year period on March 9th of
2000, 2001 and 2002.
|
|
(2)
|
The
common stock option vested pro rata over a 3-year period on December 13th
of 2000, 2001 and 2002.
|
|
(3)
|
The
common stock option vested pro rata over a 3-year period on December 11th
of 2001, 2002 and 2003.
|
|
(4)
|
The
common stock option vested pro rata over a 3-year period on December 13th
of 2002, 2003 and 2004.
|
|
(5)
|
Market
value equals the closing per share market price of our common stock on
October 3, 2008, which was $12.40, multiplied by the number of shares of
restricted stock.
|
|
(6)
|
The
shares of restricted stock vest on December 7, 2012, the fifth anniversary
of the grant date.
|
|
(7)
|
The
shares of restricted stock vest on December 4, 2011, the fifth anniversary
of the grant date.
|
|
(8)
|
The
shares of restricted stock vest on December 12, 2008, the third
anniversary of the grant date.
|
Option
Exercises and Stock Vested
No common
stock options were exercised by the named executive officers during fiscal 2008.
The following table provides information on shares of restricted stock granted
to our named executive officers that vested in fiscal 2008:
|
Option
Awards
|
Stock
Awards
|
|||
|
Name
|
Number
of Shares
Acquired on Exercise (#) |
Value
Realized on
Exercise ($) |
Number
of Shares
Acquired on Vesting (#) |
Value
Realized on
Vesting ($) (1) |
|
Helen
P. Johnson-Leipold
|
--
|
--
|
10,620
|
174,380
|
|
David
W. Johnson
|
--
|
--
|
--
|
--
|
(1) Value
realized equals the closing price of our common stock on the date of vesting of
the shares of restricted stock (June 1, 2008), multiplied by the number of
shares vesting on such date.
25
|
Name
|
Executive
Contributions in Last Fiscal Year |
Registrant
Contributions in Last Fiscal Year (1) |
Aggregate
Earnings
in
Last Fiscal
Year(2) |
Aggregate
Withdrawals/ Distributions
|
Aggregate
Balance at
Last Fiscal Year End |
|
Helen
P. Johnson-Leipold
|
$93,398
|
$42,449
|
$(411,184.67)
|
None
|
$1,025,131
|
|
David
W. Johnson
|
$15,240
|
$ 2,634
|
$(
23,759.77)
|
None
|
$ 71,314
|
Nonqualified
Deferred Compensation Table
|
(1)
|
The
amounts included in the column titled “Registrant Contributions in Last
Fiscal Year” for each named executive officer are included in the “All
Other Compensation” column of the Summary Compensation
Table.
|
|
(2)
|
None
of the earnings on assets in the Nonqualified Deferred Compensation Plan
were above market or preferential.
|
A
description of our Nonqualified Deferred Compensation Plan is provided below
under the heading “Nonqualified Deferred Compensation.”
Employment
Agreements
We have
not entered into any employment agreements with the named executive
officers.
Post-Employment
Compensation
Pension
Benefits
Currently,
Johnson Outdoors does not provide the named executive officers with pension
benefits. U.S.-based executive officers are eligible to participate in the
Johnson Outdoors’ 401(k) plan on the same terms as other U.S.-based employees.
In any plan year, we may make matching contributions to a participant’s plan
equal to 3 percent on the first 6 percent of an employee’s annual wages. All
named executive officers participated in our 401(k) plan during fiscal 2008 and
received matching contributions.
Non-Qualified
Deferred Compensation
The
Johnson Outdoors’ Deferred Compensation Plan was amended and restated on
September 18, 2007. The Non-Qualified Deferred Compensation Plan provides an
opportunity for the named executive officers to defer a portion of their
compensation and uses such deferral to encourage the continued loyalty and
service of such persons to the Company. Eligible participants of this plan are
designated by the Compensation Committee as Highly Compensated Employees (HCE)
under the definition of the Internal Revenue Code. Once an employee becomes a
participant in the Deferred Compensation Plan, he or she is grandfathered in the
plan even though they may not be defined as a highly compensated employee in
future periods. A participant may defer a portion of his/her base compensation
pursuant to the terms of the plan. A participant’s election shall specify the
percentage (in increments of 1 percent to a maximum of
26
13
percent) of the participant’s base compensation. Participants may also specify
the percentage (in increments of 1 percent to a maximum of 7 percent) of their
cash bonus for deferral under the plan. A participant who makes a bonus deferral
under this plan may be entitled to a matching contribution credit, determined
and credited following the conclusion of each plan year, equal to 50 percent of
the first 6 percent of the participant’s annual bonus award that the participant
elects to have contributed to his/her account as a bonus deferral. Participants
designate how his or her account shall be deemed to be invested among the
investment options selected by the Compensation Committee. Each day that the
U.S. financial markets are open, the account of each participant will be
credited (or charged) based upon the investment gain (or loss) that the
participant would have realized with respect to his or her account since the
immediately preceding valuation date had the account been invested in accordance
with the participant’s investment election. The named executive officers have
made elections for distributions allowed by the Non-Qualified Deferred
Compensation Plan upon separation from service. The distribution of the named
participant’s pre-2005 account, if applicable, would be made or commence on the
first day of the month that is at least 60 days following the date the
participant separates from service. Named participants’ post-2004 account
distributions, if applicable, would commence on the first day of the month
following the six month anniversary of the participant’s separation from
service.
Potential
Payments Upon Termination or Change of Control
Pursuant
to the terms of the Stock Incentive Plan, a change of control of the Company
provides for the immediate vesting of all outstanding stock options and shares
of restricted stock. The following table sets forth the unvested stock options
and shares of restricted stock held by the named executive officers as of
October 3, 2008 that would become vested in the event of a change of
control.
|
Name
|
Number of Shares
Underlying
Unvested
Options |
Unrealized
Value of
UnvestedOptions (1) |
Number
of
Restricted Shares that are Unvested |
Unrealized
Value of Unvested Restricted Stock (2) |
||||||||||||
|
Helen
P. Johnson-Leipold
|
--
|
$ |
--
|
43,390 | $ | 538,036 | ||||||||||
|
David
W. Johnson
|
--
|
$ |
--
|
9,205 | $ | 114,142 | ||||||||||
|
(1)
|
The
named executive officers held no unvested options at fiscal year
end. Had they held unvested options at year end, unrealized
value would equal the closing market value of our common stock as of
October 3, 2008, minus the exercise price, multiplied by the number of
unvested shares of our common stock as of such date. The closing market
value of our common stock on October 3, 2008 was
$12.40.
|
|
(2)
|
Unrealized
value equals the closing per share market value of our common stock as of
October 3, 2008, multiplied by the number of unvested shares of our common
stock as of such date. The closing market value of our common stock on
October 3, 2008 was $12.40.
|
DIRECTOR
COMPENSATION
Johnson
Outdoors uses a combination of cash and stock-based compensation to attract and
retain qualified candidates to serve on our Board of Directors. Each director
who is not an employee of Johnson Outdoors or one of our subsidiaries (“outside
directors”) is entitled to receive an annual retainer of $25,000 and generally
$1,500 for each meeting of the Board of Directors or committee he or she attends
(non-committee board members receive 75 percent of this amount if they are asked
to attend a committee meeting). The Vice Chairman of the Board of Directors
receives an
27
additional
annual retainer of $40,000. The Audit Committee chairman receives an additional
annual retainer of $10,000; the chairs of all other committees of the Board of
Directors receive an additional annual retainer of $5,000 for each committee
chaired by the director.
In 2003,
the Board of Directors approved a Non-Employee Director Stock Ownership Plan
that provides compensation to outside directors. Directors who are not outside
directors receive no additional compensation for service as members of our Board
of Directors or of any Board committees. All directors in fiscal 2008 were
outside directors other than Helen P. Johnson-Leipold, our Chairman and Chief
Executive Officer. The Non-Employee Director Stock Ownership Plan provides for
up to 150,000 shares of our Class A common stock to be issued to
non-employee directors. The plan provides that upon first being elected or
appointed as one of our directors, and thereafter on the first business day
after the annual meeting of shareholders, each of our non-employee directors
automatically receives a restricted stock award during the existence of the 2003
Director Plan.
The award
under the Non-Employee Director Stock Ownership Plan is intended to deliver a
greater portion of director compensation in the form of equity, with the amount
on the date of the award being equal to $25,000 and the shares of restricted
stock being valued at their fair market value per share on the date of the
award. The shares of Class A common stock granted to non-employee directors
in the form of restricted stock awards cannot be sold or otherwise transferred
while the non-employee director remains a director; thereafter the restrictions
will lapse. However, a non-employee director may transfer the shares to any
trust or other estate in which the director has a substantial interest or to a
trust, of which the director serves as trustee or to his or her spouse and
certain other related persons, provided the shares will continue to be subject
to the transfer restrictions described above.
Director
Summary Compensation Table
The
following table provides information concerning the compensation paid by Johnson
Outdoors in fiscal 2008 to each of the outside directors.
|
Name
|
Fees
Earned or Paid in Cash
|
Stock Awards(1)
|
Total
|
|
Thomas
F. Pyle, Jr.
|
$107,500
|
$24,995
|
$132,495
|
|
John
M. Fahey, Jr.
|
$
66,000
|
$24,995
|
$ 90,995
|
|
Terry
E. London
|
$
72,750
|
$24,995
|
$ 97,745
|
|
W.
Lee McCollum
|
$
51,250
|
$24,995
|
$ 76,245
|
|
Edward
F. Lang
|
$
53,125
|
$24,995
|
$
78,120
|
|
(1)
|
The
amounts in this column reflect the dollar amount recognized for financial
statement reporting purposes for fiscal 2008, in accordance with SFAS 123R
of restricted stock awards granted pursuant to the Non-Employee Director
Stock Ownership Plan. Assumptions used in the calculation of this amount
are included in footnote 10 to our audited consolidated financial
statements, included in the Annual Report on Form 10-K filed with the SEC
on January 2, 2009.
|
The
following table provides certain information regarding outstanding shares of our
restricted Class A common stock issued to our outside directors in 2008 pursuant
to the Non-Employee Director Stock Ownership Plan. The shares of restricted
stock vested on the grant date.
28
|
Director
|
Number
of Shares
|
Grant
Date
|
Grant
Date
Fair
Market Value(*)
|
|
Thomas
F. Pyle, Jr.
|
1,308
|
2/29/08
|
$24,995
|
|
John
M. Fahey, Jr.
|
1,308
|
2/29/08
|
$24,995
|
|
Terry
E. London
|
1,308
|
2/29/08
|
$24,995
|
|
W.
Lee McCollum
|
1,308
|
2/29/08
|
$24,995
|
|
Edward
F. Lang
|
1,308
|
2/29/08
|
$24,995
|
|
*
|
The
value of the award is based upon the grant date fair value of the award
determined pursuant to SFAS 123R. See note 10 to our consolidated
financial statements filed with the SEC on January 2, 2009 as part of the
Annual Report on Form 10-K for the assumptions relied on in determining
the value of these awards.
|
|
(2)
|
The
following table identifies the aggregate number of stock options and
shares of restricted Class A common stock as of October 3, 2008 held by
each outside director:
|
|
Name
of Outside Director
|
Number
of Shares of Class A
Common Stock Subject to Common Stock Options Outstanding as of October 3, 2008 |
Number
of Shares of
Restricted Class
A Common Stock
Outstanding as
of October 3, 2008
|
|
Thomas
F. Pyle, Jr.
|
16,099
|
24,013
|
|
John
M. Fahey, Jr.
|
18,879
|
10,580
|
|
Terry
E. London
|
4,254
|
9,332
|
|
W.
Lee McCollum
|
2,304
|
4,670
|
|
Edward
F. Lang
|
----
|
4,082
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Related
Person Transactions
The
Company purchases certain services primarily from S.C. Johnson & Son, Inc.
(“S.C. Johnson”) and, to a lesser extent, from other organizations controlled by
Johnson Family members (including Ms. Johnson-Leipold) and other related
parties. For example, the Company leases its Headquarters facility from Johnson
Financial Group and S.C. Johnson provides the Company with (1) administrative
services pertaining to things like office equipment leasing and travel services;
(2) information processing and telecommunication services; (3) use of S.C.
Johnson’s aircraft and crews, pursuant to a time sharing agreement; and (4) from
time to time, certain loaned employees. The Company believes that the amounts
paid to these organizations are no greater than the fair market value of the
services. The total amount incurred by the Company for the foregoing services
during fiscal 2008 was approximately $1,606,097.
Review
and Approval of Related Person Transactions
The
charter for the Audit Committee provides that it is responsible for the review
and approval of related party transactions in accordance with NASDAQ listing
requirements. Based upon the Audit Committee's review, the Company believes that
all related person transactions described above were at arms-length and
contained terms that were no less favorable than what could have been obtained
from an unaffiliated third party. It is anticipated that the
29
Board of Directors will consider adopting a formal
written set of policies and procedures for the review, approval or ratification
of related person transactions.
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Securities Exchange Act of 1934 requires the Company’s executive
officers, directors, and more than 10 percent shareholders to file with the SEC
reports on prescribed forms of their beneficial ownership and changes in
beneficial ownership of Company stock and furnish copies of such forms to the
Company. Based solely on a review of the copies of such forms furnished to the
Company, or written representations that no Form 5 reports were required to be
filed, the Company believes that during fiscal 2008, all reports required by
Section 16(a) to be filed by the Company’s officers, directors and more than 10
percent shareholders were filed on a timely basis.
RATIFICATION
OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC
ACCOUNTING FIRM
The Audit
Committee has appointed Ernst & Young LLP as the independent registered
public accounting firm to examine the financial statements of the Company and
its consolidated subsidiaries for the fiscal year ending October 2, 2009, as
well as attest to the effectiveness of the Company's internal control over
financial reporting as of October 2, 2009. Unless otherwise directed, proxies
will be voted in FAVOR
of the ratification of such appointment.
Although
this appointment is not required to be submitted to a vote of shareholders, the
Board of Directors believes it appropriate as a matter of policy to request that
the shareholders ratify the appointment. If shareholder ratification is not
received, the Board of Directors will reconsider the appointment. It is expected
that a representative of Ernst & Young LLP will be present at the
Annual Meeting and will have the opportunity to make a statement if he or she
desires to do so and will be available to respond to appropriate
questions.
SHAREHOLDER
PROPOSALS
All
shareholder proposals pursuant to Rule 14a-8 under the Securities Exchange Act
of 1934, as amended (“Rule 14a-8”), for presentation at the 2010 Annual Meeting
of Shareholders must be received at the offices of the Company,
Attention: Corporate Secretary, 555 Main Street, Racine, Wisconsin
53403 by September 17, 2009 (120 days prior to the anniversary date of the
mailing of this Proxy Statement) for inclusion in the proxy statement and form
of proxy relating to the meeting. In addition, a shareholder who otherwise
intends to present business at the 2010 Annual Meeting of Shareholders must
comply with the requirements set forth in the Company’s Bylaws. Among other
things, to bring business before an annual meeting, a shareholder must give
written notice thereof, complying with the Bylaws, to the Secretary of the
Company not more than 90 days prior to the date of such annual meeting and not
less than the close of business on the later of (i) the 60th day prior to such
annual meeting and (ii) the 10th day following the day on which public
announcement of the date of such meeting is first made. Under the Bylaws, if the
Company does not receive notice of a shareholder proposal submitted otherwise
than pursuant to Rule 14a-8 (namely, proposals shareholders intend to present at
the 2010 Annual Meeting of Shareholders but do not intend to have included in
the Company’s proxy statement and form of proxy for such meeting) prior to the
close of business on December 27, 2008 (assuming a February 26, 2009 meeting
date), then the notice will be considered untimely and the Company will not be
required to present such proposal at the 2010 Annual Meeting of Shareholders. If
the Board of Directors chooses to present such proposal at the 2010 Annual
Meeting of Shareholders, then the persons named in the proxies solicited by the
Board of Directors for the 2010 Annual Meeting of Shareholders may exercise
discretionary voting power with respect to such proposal.
30
OTHER
MATTERS
The
Company has filed an Annual Report on Form 10-K with the SEC for the fiscal year
ended October 3, 2008. This Form 10-K will be mailed on or around the record
date to each person who is a record or beneficial holder of shares of Class A
common stock or Class B common stock on the record date for the Annual Meeting.
Pursuant to, and in accordance with, the rules of the SEC, the Company, where
allowed, is delivering only one copy of the Company’s 2008 Annual Report on Form
10-K and this Proxy Statement to multiple shareholders sharing an address unless
the Company has received contrary instructions from one or more of the
shareholders. Upon written or oral request, the Company will promptly deliver a
separate copy of the Company’s 2008 Annual Report on Form 10-K and/or this Proxy
Statement to any shareholder at a shared address to which a single copy of the
document was delivered. If you are a shareholder residing at a shared address
and would like to request an additional copy of the Company’s 2008 Annual Report
on Form 10-K and/or this Proxy Statement now or with respect to future mailings
(or to request to receive only one copy of the Annual Report and Proxy Statement
if you are currently receiving multiple copies), then you may notify the Company
(1) by writing to the Corporate Secretary, Johnson Outdoors Inc., 555 Main
Street, Suite 342, Racine, Wisconsin 53403 or (2) via email to:
[email protected].
The cost
of soliciting proxies will be borne by the Company. The Company expects to
solicit proxies primarily by mail. Proxies may also be solicited in person or by
telephone by certain officers and employees of the Company. It is not
anticipated that anyone will be specially engaged to solicit proxies or that
special compensation will be paid for that purpose. The Company will also
reimburse brokerage firms, custodians, nominees, fiduciaries and others for
expenses incurred in forwarding proxy material to the beneficial owners of the
Company’s common stock.
Neither
the Board of Directors nor management intends to bring before the Annual Meeting
any matters other than those referred to in the Notice of Annual Meeting and
this Proxy Statement. In the event that any other matters shall properly come
before the Annual Meeting, it is the intention of the persons named in the proxy
forms to vote the shares represented by each such proxy in accordance with their
judgment on such matters.
|
|
By
Order of the Board of Directors
|
|
|
|
|
|
Alisa
Swire
|
|
|
Secretary
|
January
16, 2009
31
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