notice should clearly
indicate that it is a recommendation of a director candidate by a stockholder and must set forth (i) the name, age, business address and residence
address of the recommended candidate, (ii) the principal occupation or employment of such recommended candidate, (iii) the class and number of shares
of the corporation which are beneficially owned by such recommended candidate, (iv) a description of all understandings or arrangements between the
stockholder and the recommended candidate and any other person or persons pursuant to which the recommendations are to be made by the stockholder and
(v) any other information relating to such recommended candidate that is required to be disclosed in solicitations of proxies for the election of
directors. In addition, such notice must contain (i) a representation that the stockholder is a holder of record of stock of the corporation entitled
to vote at such meeting, (ii) the name and address, as they appear on the corporations books, of the stockholder proposing such nomination, (iii)
the class and number of shares of the corporation that are beneficially owned by such stockholder, (iv) any material interest of the stockholder in
such recommendation and (v) any other information that is required to be provided by the stockholder pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended, in such stockholders capacity as proponent of a stockholder proposal. Assuming that a stockholder
recommendation contains the information required above, the Nominating and Corporate Governance Committee will evaluate a candidate recommended by a
stockholder by following substantially the same process, and applying substantially the same criteria, as for candidates identified through other
sources.
Attendance at Annual Meetings
The Board of Directors encourages
all directors to attend our annual meetings of stockholders if practicable. All of the directors in office at the time of the annual meeting of
stockholders held on April 19, 2007 attended such meeting, except for Mr. Cash.
Stockholder Communications with the Board of
Directors
The Board of Directors maintains
a process for stockholders to communicate with the Board of Directors or with individual directors. Stockholders who wish to communicate with the Board
of Directors or with individual directors should direct written correspondence to our Corporate Secretary at our principal executive offices located at
400 West Cesar Chavez, Austin, Texas 78701. Any such communication must contain (i) a representation that the stockholder is a holder of record of
stock of the corporation, (ii) the name and address, as they appear on the corporations books, of the stockholder sending such communication and
(iii) the class and number of shares of the corporation that are beneficially owned by such stockholder. The Corporate Secretary will forward such
communications to the Board of Directors or the specified individual director to whom the communication is directed unless such communication is deemed
unduly hostile, threatening, illegal or similarly inappropriate, in which case the Corporate Secretary has the authority to discard the communication
or to take appropriate legal action regarding such communication.
Code of Ethics
We have adopted a Code of
Business Conduct and Ethics that applies to all officers, directors, employees and consultants. Our Code of Business Conduct and Ethics is located on
our internet website under the Investor Relations page. Our internet website address is http://www.silabs.com.
Director Compensation and Indemnification
Arrangements
Non-employee directors receive
option grants at periodic intervals under the automatic option grant program of our 2000 Stock Incentive Plan. Under the automatic option grant
program, each non-employee director receives an initial automatic option grant to purchase 30,000 shares of common stock on the date such individual
joins the Board of Directors. The initial automatic option grants are immediately exercisable, vest in four equal successive annual installments upon
each additional year of service measured from the date of grant, and have exercise prices equal to the fair market value as of the grant date. In
addition, on the date of each annual stockholders meeting, each non-employee director who continues to serve as a non-employee director receives an
automatic annual option grant to purchase 5,000 shares of common stock, and if such non-employee director is
7
a Chairman, an additional
discretionary annual option grant to purchase 2,500 shares of common stock, provided, in each case, that such individual has served as a non-employee
director for at least six months. The annual option grants are immediately exercisable, vest on the first anniversary of the date of grant and have
exercise prices equal to fair market value as of the grant date. Under this program, on the date of our 2007 annual meeting of stockholders, Messrs.
Cash, Enloe, Walker and Wood each received an automatic annual option grant to purchase 5,000 shares of common stock at an exercise price per share of
$32.29. Upon their appointments in September 2007, Mr. Chan and Ms. Onken each received an automatic option grant of 30,000 shares at an exercise price
per share of $38.15. In September 2007, Mr. Sooch resigned as an employee of the Company, but he continued as Chairman of the Board.
In addition, directors are
eligible to receive option grants under the discretionary option grant program of the 2000 Stock Incentive Plan. In February 2007, Mr. Sooch received a
discretionary option grant to purchase 25,000 shares of common stock at an exercise price per share of $32.11. In December 2007, Messrs. Cash, Enloe,
Walker and Wood each received a discretionary option grant to purchase 5,000 shares of common stock at an exercise price per share of $38.20. During
fiscal 2008, it is anticipated that each non-employee director who has served for at least six months will receive a discretionary option grant in
December 2008 to purchase 5,000 shares of common stock in addition to any automatic option grant. It is also anticipated that our Chairman will receive
a discretionary option grant in December 2008 to purchase 2,500 shares of common stock, in addition to any automatic option grant and discretionary
option grant as a non-employee director.
We pay our directors cash
compensation consisting of (a) $25,000 per year for each non-employee director, (b) an additional $2,000 per regular meeting of the Board of Directors
for each non-employee director (c) an additional $20,000 per year for the Chairman of the Audit Committee, (d) an additional $5,000 per year for each
Audit Committee member (excluding the Chairman), (e) an additional $10,000 per year for the Chairman of the Compensation Committee, (f) an additional
$5,000 per year for the Chairman of the Nominating and Corporate Governance Committee, and (g) an additional $10,000 per year for the Lead Director. In
addition, we have adopted a policy effective at the beginning of the fourth quarter of fiscal 2007 to pay an additional $20,000 per year to the
Chairman of the Board. Payments under the cash compensation plan are generally paid in equal quarterly installments on the last day of each fiscal
quarter.
During fiscal 2007, Messrs. Cash,
Enloe, Walker and Wood were each paid the annual fee of $25,000, and a per meeting fee of $2,000 for each meeting attended, pursuant to the cash
compensation plan. Mr. Chan and Ms. Onken were each paid a pro-rated annual fee of $7,620 and a per meeting fee of $2,000 for each board meeting
attended. Mr. Sooch was paid a pro-rated annual fee of $6,250, and a per meeting fee of $2,000 for each board meeting attended. Mr. Enloe was paid
$20,000 for his service as Chairman of the Audit Committee. Mr. Walker and Mr. Wood were each paid $5,000, and Ms. Onken a pro-rated $1,250 for their
services on the Audit Committee during the fiscal year. Further, Mr. Enloe received an additional $5,000 for his service as Chairman of the Nominating
and Corporate Governance Committee, Mr. Walker an additional $10,000 for his service as Chairman of the Compensation Committee, Mr. Wood an additional
$10,000 for his service as Lead Director, and Mr. Sooch an additional $5,000 for his service as Chairman of the Board.
Our certificate of incorporation
limits the personal liability of our directors for breaches by them of their fiduciary duties. Our bylaws require us to indemnify our directors to the
fullest extent permitted by Delaware law. We have also entered into indemnification agreements with all of our directors and have purchased
directors and officers liability insurance.
In addition to the above
compensation, we also reimburse directors for all reasonable out-of-pocket expenses incurred for attending board and committee
meetings.
8
The following table provides
summary information on compensation earned by each non-employee member of our Board of Directors in fiscal 2007:
DIRECTOR COMPENSATION TABLE FOR FISCAL
2007
Name
|
|
|
|
Fees Earned or Paid in Cash ($)
|
|
Option Awards ($)(1)
|
|
Total ($)
|
Harvey B. Cash
|
|
|
|
|
37,000 |
|
|
|
168,759 |
(2) |
|
|
205,759 |
|
Nelson C. Chan
|
|
|
|
|
11,620 |
|
|
|
37,994 |
(3) |
|
|
49,614 |
|
R. Ted Enloe III
|
|
|
|
|
62,000 |
|
|
|
244,669 |
(4) |
|
|
306,669 |
|
Kristen M. Onken
|
|
|
|
|
12,870 |
|
|
|
37,994 |
(5) |
|
|
50,864 |
|
Navdeep S. Sooch
|
|
|
|
|
15,250 |
(6) |
|
|
227,303 |
(7) |
|
|
242,553 |
|
Laurence G.
Walker |
|
|
|
|
52,000 |
|
|
|
253,441 |
(8) |
|
|
305,441 |
|
William P. Wood
|
|
|
|
|
52,000 |
|
|
|
166,634 |
(9) |
|
|
218,634 |
|
(1) |
|
Amounts shown do not reflect compensation actually received by
the director, but represent the calculated compensation cost recognized by us in fiscal 2007 as determined pursuant to Statement of Financial
Accounting Standards No. 123 (revised 2004), Share-Based Payment (SFAS 123R). Such calculation disregarded the effect of any
estimate of forfeitures. The assumptions underlying the calculation pursuant to SFAS 123R are discussed under Note 10, Stockholders Equity and
Share-based Compensation of the Companys Form 10-K for the fiscal year ended December 29, 2007. |
(2) |
|
The grant date fair value calculated pursuant to SFAS 123R of
the options issued in fiscal 2007 to Mr. Cash was $87,818. Mr. Cash had 65,000 options outstanding as of December 29, 2007, of which all were
exercisable. |
(3) |
|
The grant date fair value calculated pursuant to SFAS 123R of
the options issued in fiscal 2007 to Mr. Chan was $504,624. Mr. Chan had 30,000 options outstanding as of December 29, 2007, of which all were
exercisable. |
(4) |
|
The grant date fair value calculated pursuant to SFAS 123R of
the options issued in fiscal 2007 to Mr. Enloe was $163,703. Mr. Enloe had 70,000 options outstanding as of December 29, 2007, of which all were
exercisable. |
(5) |
|
The grant date fair value calculated pursuant to SFAS 123R of
the options issued in fiscal 2007 to Ms. Onken was $504,624. Ms. Onken had 30,000 options outstanding as of December 29, 2007, of which all were
exercisable. |
(6) |
|
Represents compensation earned by Mr. Sooch in 2007 for services
rendered as a director following his resignation as an employee of the Company on September 30, 2007. |
(7) |
|
The grant date fair value calculated pursuant to SFAS 123R of
the options issued in fiscal 2007 to Mr. Sooch was $412,580. This amount includes the compensation cost pursuant to SFAS 123R of options granted to Mr.
Sooch in fiscal 2007 while he was serving as an employee of the Company. These options continued to be exercisable and vest after Mr. Soochs
resignation as an employee because of his continued service as a director. Mr. Sooch had 582,835 options outstanding as of December 29, 2007, of which
546,832 were exercisable. |
(8) |
|
The grant date fair value calculated pursuant to SFAS 123R of
the option award issued in fiscal 2007 to Mr. Walker was $163,703. Mr. Walker had 70,000 options outstanding as of December 29, 2007, of which all were
exercisable. |
(9) |
|
The grant date fair value calculated pursuant to SFAS 123R of
the option award issued in fiscal 2007 to Mr. Wood was $52,464. Mr. Wood had 95,000 options outstanding as of December 29, 2007, of which all were
exercisable. |
Recommendation of the Board of Directors
Our Board of Directors
recommends that the stockholders vote FOR the election of the Nominees for Class I Directors as listed above.
9
PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
Our Audit Committee has appointed
the firm of Ernst & Young LLP to serve as our independent registered public accounting firm for the fiscal year ending January 3, 2009. Ernst &
Young LLP has audited our financial statements since our inception in 1996. A representative of Ernst & Young LLP is expected to be present at the
Annual Meeting, will have an opportunity to make a statement if he or she so desires and will be available to respond to appropriate
questions.
The following table presents fees
for professional services rendered by Ernst & Young LLP for fiscal 2007 and 2006:
|
|
|
|
2007
|
|
2006
|
Audit fees
|
|
|
|
$ |
1,552,800 |
|
|
$ |
1,084,363 |
|
Audit-related
fees |
|
|
|
|
16,500 |
|
|
|
34,700 |
|
Tax fees
|
|
|
|
|
|
|
|
|
11,950 |
|
All other fees
|
|
|
|
|
6,495 |
|
|
|
6,655 |
|
Total
|
|
|
|
$ |
1,575,795 |
|
|
$ |
1,137,668 |
|
Audit Fees. Audit fees
relate to services rendered in connection with the audits of the annual consolidated financial statements and attestation of managements report
on internal controls over financial reporting included in our Form 10-K, the quarterly reviews of financial statements included in our Form 10-Q
filings, fees associated with SEC registration statements, assistance in responding to SEC comment letters, accounting consultations related to audit
services and statutory audits required internationally. In 2007, the scope of such fees was affected by the implementation of our new ERP system, as
well as our discontinued operations due to the sale of our Aero transceiver, AeroFONE single-chip phone and power amplifier product lines to NXP B.V.
and NXP Semiconductors France SAS.
Audit-Related Fees.
Audit-related fees include services for assurance and other related services, such as consultations concerning financial accounting and reporting
matters and due diligence related to mergers and acquisitions.
Tax Fees. Tax fees include
services for tax compliance, research and technical tax advice.
All Other Fees. All other
fees include the aggregate fees for products and services provided by Ernst & Young LLP that are not reported under Audit Fees,
Audit-Related Fees or Tax Fees.
The Audit Committee is authorized
by its charter to pre-approve all auditing and permitted non-audit services to be performed by our independent registered public accounting firm. The
Audit Committee reviews and approves the independent registered public accounting firms retention to perform attest services, including the
associated fees. The Audit Committee also evaluates other known potential engagements of the independent registered public accounting firm, including
the scope of the proposed work and the proposed fees, and approves or rejects each service, taking into account whether the services are permissible
under applicable law and the possible impact of each non-audit service on the independent registered public accounting firms independence from
management. At subsequent meetings, the Committee will receive updates on the services actually provided by the independent registered public
accounting firm, and management may present additional services for approval. The Committee has delegated to the Chairman of the Audit Committee the
authority to evaluate and approve engagements on behalf of the Committee in the event that a need arises for pre-approval between Committee meetings.
If the Chairman so approves any such engagements, he will report that approval to the full Audit Committee at its next meeting. During fiscal 2007, all
such services were pre-approved in accordance with the procedures described above.
Our Audit Committee has reviewed
the fees described above and believes that such fees are compatible with maintaining the independence of Ernst & Young LLP.
Stockholder ratification of the
appointment of Ernst & Young LLP as our independent registered public accounting firm is not required by our bylaws or other applicable legal
requirement. However, the appointment
10
of Ernst & Young LLP is
being submitted to the stockholders for ratification. If the stockholders fail to ratify the appointment, the Audit Committee will reconsider whether
or not to retain the firm. Even if the appointment is ratified, the Audit Committee at its discretion may direct the appointment of a different
independent registered public accounting firm at any time during the year if it determines that such a change would be appropriate.
Recommendation of the Board of Directors
Upon the recommendation of our
Audit Committee, our Board of Directors recommends that the stockholders vote FOR the ratification of the appointment of Ernst & Young LLP to serve
as our independent registered public accounting firm for the fiscal year ending January 3, 2009.
OTHER MATTERS
We know of no other matters that
will be presented for consideration at the Annual Meeting. If any other matters properly come before the Annual Meeting, it is the intention of the
persons named in the enclosed form of Proxy to vote the shares they represent as the Board of Directors may recommend. Discretionary authority with
respect to such other matters is granted by the execution of the enclosed Proxy.
11
OWNERSHIP OF SECURITIES
The following table sets forth
certain information known to us with respect to the beneficial ownership of our common stock as of January 31, 2008 by (i) all persons who were
beneficial owners of five percent or more of our common stock, (ii) each director and nominee for director, (iii) the executive officers named in the
Summary Compensation Table of the Executive Compensation section of this Proxy Statement and (iv) all then current directors and executive officers as
a group. Unless otherwise indicated, each of the stockholders has sole voting and investment power with respect to the shares beneficially owned,
subject to community property laws, where applicable.
Beneficial Owner(1)
|
|
|
|
Shares Beneficially Owned
|
|
Percentage of Shares Beneficially Owned(2)
|
Necip
Sayiner(3) |
|
|
|
|
296,439 |
|
|
|
* |
|
William G.
Bock(4) |
|
|
|
|
86,615 |
|
|
|
* |
|
Gary R.
Gay(5) |
|
|
|
|
39,863 |
|
|
|
* |
|
Kurt W.
Hoff(6) |
|
|
|
|
16,119 |
|
|
|
* |
|
Jonathan D.
Ivester(7) |
|
|
|
|
317,202 |
|
|
|
* |
|
Navdeep S.
Sooch(8) |
|
|
|
|
1,290,008 |
|
|
|
2.42 |
% |
Harvey B.
Cash(9) |
|
|
|
|
357,767 |
|
|
|
* |
|
Nelson C.
Chan(10) |
|
|
|
|
30,000 |
|
|
|
* |
|
R. Ted Enloe
III(11) |
|
|
|
|
70,000 |
|
|
|
* |
|
Kristen M.
Onken(12) |
|
|
|
|
30,000 |
|
|
|
* |
|
Laurence G.
Walker(13) |
|
|
|
|
70,028 |
|
|
|
* |
|
William P.
Wood(14) |
|
|
|
|
400,776 |
|
|
|
* |
|
David R.
Welland |
|
|
|
|
2,257,131 |
|
|
|
4.28 |
% |
Entities
deemed to be affiliated with William Blair & Company, LLC (15) |
|
|
|
|
5,109,496 |
|
|
|
9.69 |
% |
All directors
and executive officers as a group (12 persons)(16) |
|
|
|
|
5,222,085 |
|
|
|
9.65 |
% |
Total
Beneficial Ownership |
|
|
|
|
10,371,444 |
|
|
|
19.17 |
% |
* |
|
Represents beneficial ownership of less than one
percent. |
(1) |
|
Unless otherwise indicated in the footnotes, the address for the
beneficial owners named above is 400 W Cesar Chavez, Austin, Texas 78701. |
(2) |
|
Percentage of ownership is based on 52,707,703 shares of common
stock outstanding on January 31, 2008. Shares of common stock subject to stock options which are currently exercisable or will become exercisable
within 60 days after January 31, 2008 and shares of common stock subject to restricted stock units which are or will become vested within |
12
|
|
60 days after January 31, 2008 are deemed outstanding for
computing the percentage for the person or group holding such options, but are not deemed outstanding for computing the percentage for any other person
or group. |
(3) |
|
Includes 257,333 shares issuable upon exercise of stock
options. |
(4) |
|
Includes 75,749 shares issuable upon exercise of stock
options. |
(5) |
|
Includes 22,113 shares issuable upon exercise of stock
options. |
(6) |
|
Includes 12,665 shares issuable upon exercise of stock
options. |
(7) |
|
Includes 76,000 shares held in a family trust and 119,730 shares
issuable upon exercise of stock options. Mr. Ivester shares voting and investment power with respect to the 76,000 shares held in the family
trust. |
(8) |
|
Includes 554,498 shares issuable upon exercise of stock
options. |
(9) |
|
Includes 97,046 shares held in a family trust and 65,000 shares
issuable upon the exercise of stock options. Mr. Cash has sole voting and investment power with respect to the 97,046 shares held in the family
trust. |
(10) |
|
Includes 30,000 shares issuable upon exercise of stock
options. |
(11) |
|
Includes 70,000 shares issuable upon exercise of stock
options. |
(12) |
|
Includes 30,000 shares issuable upon exercise of stock
options. |
(13) |
|
Includes 70,000 shares issuable upon exercise of stock
options. |
(14) |
|
Includes 305,776 shares held by Silverton Partners, of which Mr.
Wood is the general partner, and 95,000 shares issuable upon exercise of stock options. |
(15) |
|
Pursuant to a Schedule 13G dated January 9, 2008 filed with the
SEC, William Blair & Company, LLC reported that as of December 28, 2007 it and certain related entities had sole voting and dispositive power over
5,109,496 shares and that its address is 222 West Adams, Chicago, IL 60606. |
(16) |
|
Includes an aggregate of 1,379,975 shares issuable upon exercise
of stock options. Excludes 39,863 shares held by Gary R. Gay, who resigned as of December 29, 2007. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE
Certain Relationships and
Related Transactions Our bylaws require us to indemnify our directors and executive officers to the fullest extent permitted by Delaware law. We
have entered into indemnification agreements with all of our directors and executive officers and have purchased directors and officers
liability insurance. In addition, our certificate of incorporation limits the personal liability of the members of our Board of Directors for breaches
by the directors of their fiduciary duties.
Policies and Procedures with
Respect to Related Party Transactions Our Audit Committee Charter requires that the members of our Audit Committee, all of whom are independent
directors, review and approve all related party transactions as described in Item 404 of Regulation S-K promulgated by the SEC. We have also adopted a
written policy regarding the approval of all related party transactions. Under such policy, each of our directors and executive officers must notify
the Corporate Secretary (who, in turn, will provide such information to the Audit Committee) of any proposed related party transactions. To assist with
the identification of potential related party transactions, we solicit information through questionnaires in connection with the appointment of new
directors and executive officers and on an annual basis with respect to existing directors and executive officers. The Chairman of the Audit Committee
is delegated the authority to approve or ratify any related party transactions in which the aggregate amount involved is expected to be less than $1
million per year. All other proposed related party transactions are subject to approval or ratification by the Audit Committee except for certain
categories of transactions that are deemed to be pre-approved by the Audit Committee. In determining whether to approve or ratify a related party
transaction, the Audit Committee and the Chairman, if applicable, will take into account, among other factors deemed appropriate, whether the related
party transaction is on terms no more favorable to the counterparty than terms generally available to an unaffiliated third-party under the same or
similar circumstances and the extent of the related partys interest in the transaction.
Our Code of Business Conduct and
Ethics requires our executive officers and directors to disclose any conflicts of interest, including any material transaction or relationship
involving a potential conflict of interest. No executive officer may work, including as a consultant or a board member, simultaneously for us and any
competitor, customer, supplier or business partner without the prior written approval of our Chief Financial Officer or legal department. Furthermore,
executive officers are encouraged to avoid any direct or indirect business connections with our competitors, customers, suppliers or business
partners.
13
Pursuant to our Corporate
Governance Policy, we expect each of our directors to ensure that other existing and future commitments do not conflict with or materially interfere
with their service as a director. Directors are expected to avoid any action, position or interest that conflicts with our interests, or gives the
appearance of a conflict. In addition, directors should inform the Chairman of our Nominating and Corporate Governance Committee prior to joining the
board of another public company to ensure that any potential conflicts, excessive time demands or other issues are carefully
considered.
Director Independence See
the subsection entitled Board Committees and Meeting in the section of this Proxy Statement entitled Proposal One: Election of
Director.
14
AUDIT COMMITTEE REPORT
The following is the report of
the Audit Committee with respect to the audit of the fiscal 2007 audited consolidated financial statements of Silicon Laboratories Inc. (the
Company):
Management is responsible for the
Companys internal controls and the financial reporting process. The independent registered public accounting firm is responsible for performing
an independent audit of the Companys consolidated financial statements in accordance with the standards of the Public Accounting Oversight Board
(United States) and for issuing a report thereon. Additionally, the independent registered public accounting firm is responsible for performing an
independent audit of the Companys internal controls over financial reporting and for issuing a report thereon. The Committees
responsibility is to monitor and oversee these processes.
In this context, the Committee
has met and held discussions with management and the independent registered public accounting firm. Management represented to the Committee that the
Companys consolidated financial statements in the Annual Report were prepared in accordance with accounting principles generally accepted in the
United States, and the Committee has reviewed and discussed the consolidated financial statements in the Annual Report with management and the
independent registered public accounting firm. The Committee discussed with the independent registered accounting firm matters required to be discussed
by Statement on Auditing Standards No. 61, as amended by Statement on Auditing Standards No. 90 (Communication with Audit Committees).
The Companys independent
registered public accounting firm also provided to the Committee the written disclosures required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), and the Committee discussed with the independent registered public accounting firm that firms
independence. The Audit Committee reviewed non-audit services provided by its independent registered public accounting firm for the last fiscal year,
and determined that those services are not incompatible with maintaining the independent registered public accounting firms
independence.
Based upon the Committees
discussion with management and the independent registered public accounting firm and the Committees review of the representation of management
and the reports of the independent registered public accounting firm to the Committee, the Committee recommended that the Board of Directors include
the audited consolidated financial statements in the Companys Annual Report on Form 10-K for the fiscal year ended December 29, 2007 filed with
the Securities and Exchange Commission.
Submitted by the Audit Committee
of the Board of Directors:
R. Ted Enloe III (Chairman)
Kristen
M. Onken
Laurence G. Walker
William P. Wood
15
EXECUTIVE COMPENSATION
Executive Officers and Directors
Set forth below is information
regarding the executive officers and directors of Silicon Laboratories as of January 31, 2008.
Name
|
|
|
|
Age
|
|
Position
|
Navdeep S.
Sooch |
|
|
|
|
45 |
|
|
Chairman of the Board |
Necip Sayiner
|
|
|
|
|
42 |
|
|
Chief Executive Officer, President and Director |
William G.
Bock |
|
|
|
|
57 |
|
|
Chief Financial Officer and Senior Vice President |
Kurt W. Hoff
|
|
|
|
|
50 |
|
|
Vice President of Worldwide Sales |
Jonathan D.
Ivester |
|
|
|
|
52 |
|
|
Vice President of Worldwide Operations |
Paul V.
Walsh, Jr. |
|
|
|
|
43 |
|
|
Principal Accounting Officer and Vice President of Finance |
David R.
Welland |
|
|
|
|
52 |
|
|
Vice President and Director |
Harvey B.
Cash |
|
|
|
|
69 |
|
|
Director |
Nelson C.
Chan |
|
|
|
|
46 |
|
|
Director |
Kristen M.
Onken |
|
|
|
|
58 |
|
|
Director |
R. Ted Enloe
III |
|
|
|
|
69 |
|
|
Director |
Laurence G.
Walker |
|
|
|
|
59 |
|
|
Director |
William P.
Wood |
|
|
|
|
52 |
|
|
Director |
Navdeep S.
Sooch |
|
|
|
co-founded Silicon Laboratories in August 1996 and has served as Chairman of the Board since our inception. Mr. Sooch served as our Chief
Executive Officer from our inception through the end of fiscal 2003 and served as interim Chief Executive Officer from April 2005 to September 2005.
From March 1985 until founding Silicon Laboratories, Mr. Sooch held various positions at Crystal Semiconductor/Cirrus Logic, a designer and
manufacturer of integrated circuits, including Vice President of Engineering, as well as Product Planning Manager of Strategic Marketing and Design
Engineer. From May 1982 to March 1985, Mr. Sooch was a Design Engineer with AT&T Bell Labs. Mr. Sooch holds a B.S. in Electrical Engineering from
the University of Michigan, Dearborn and a M.S. in Electrical Engineering from Stanford University. |
Necip Sayiner
|
|
|
|
has
served as director, President and Chief Executive Officer since September 2005. Prior to joining Silicon Laboratories, Mr. Sayiner held various
leadership positions at Agere Systems Inc. From August 2004 to September 2005, Mr. Sayiner served as Vice President and General Manager of Ageres
Enterprise and Networking Division and from March 2002 to August 2004 he served as Vice President and General Manager of Ageres Networking IC
Division. Mr. Sayiner holds a B.S. in electrical engineering and physics from Bosphorus University in Turkey, a M.S. in Electrical Engineering from
Southern Illinois University, and a Ph.D. in Electrical Engineering from the University of Pennsylvania. |
16
William G. Bock
|
|
|
|
has
served as Senior Vice President of Finance and Administration and Chief Financial Officer since November 2006. Mr. Bock joined Silicon Laboratories as
a director in March 2000, and served as Chairman of the audit committee until November 2006 when he stepped down from the Board of Directors to assume
his current role. From April 2001 to November 2006, Mr. Bock participated in the venture capital industry, principally as a partner with CenterPoint
Ventures. From February 1997 to March 2001, Mr. Bock led DAZEL Corporation, a provider of electronic information delivery systems, initially as its
President and Chief Executive Officer and subsequent to its acquisition by Hewlett-Packard in June 1999 as a HP Vice President and General Manager.
Prior to 1997, Mr. Bock served as Chief Operating Officer of Tivoli Systems, a client server software company acquired by IBM in March 1996, served in
senior sales and financial management positions with Convex Computer Corporation and began his career with Texas Instruments. Mr. Bock holds a B.S. in
Computer Science from Iowa State University and a M.S. in Industrial Administration from Carnegie Mellon University. |
Kurt W. Hoff
|
|
|
|
joined Silicon Laboratories in 2005 to manage the companys European sales and operations and was appointed as Vice President of
Worldwide Sales on July 2, 2007. Prior to joining Silicon Laboratories, Mr. Hoff served as president, chief executive officer and director of Cognio, a
spectrum management company. Mr. Hoff also managed the operations and sales of C-Port Corporation, a network processor company acquired by Motorola in
May 2000. Additionally, Mr. Hoff spent 10 years in various positions at Advanced Micro Devices, including vice president of sales. Mr. Hoff holds a
M.B.A. from the University of Chicago and a B.S. degree in Physics from the University of Illinois. |
Jonathan D.
Ivester |
|
|
|
joined Silicon Laboratories in September 1997 as Vice President and has served as Vice President of Worldwide Operations since May 2005. From
May 1984 to September 1997, Mr. Ivester was with Applied Materials, a supplier of equipment and services to the semiconductor industry, and served as
Director of Manufacturing and Director of U.S. Procurement in addition to various engineering and manufacturing management positions. Mr. Ivester was a
scientist at Bechtel Corporation, an engineering and construction company, from 1980 to 1982 and at Abcor, Inc., an ultrafiltration company and
subsidiary of Koch Industries, from 1978 to 1980. Mr. Ivester holds a B.S. in Chemistry from the Massachusetts Institute of Technology and a M.B.A.
from Stanford University. |
Paul V. Walsh,
Jr. |
|
|
|
joined Silicon Laboratories in January 2004 as Director of Finance, Worldwide Operations, and was appointed as the Corporate Controller in May
2005. Mr. Walsh, served as Interim Chief Financial Officer from May 2006 to November 2006 before being appointed to Vice President and Chief Accounting
Officer. Prior to joining Silicon Laboratories, Mr. Walsh was Site Controller from February 2003 to January 2004 with PerkinElmer, a supplier to the
health sciences and photonics markets, Manufacturing Controller from 2000 to 2003 at Teradyne, a semiconductor equipment supplier, and served in
various operational and finance roles from 1992 to 2000 at Analog Devices, a semiconductor manufacturer. Mr. Walsh received his B.S. in Mechanical
Engineering from the University of Maine, and a M.B.A. from Boston University. |
17
David R.
Welland |
|
|
|
co-founded Silicon Laboratories in August 1996, has served as a Vice President and director since our inception and was appointed Fellow in
March 2004. From November 1991 until founding Silicon Laboratories, Mr. Welland held various positions at Crystal Semiconductor/Cirrus Logic, a
designer and manufacturer of integrated circuits, including Senior Design Engineer. Mr. Welland holds a B.S. in electrical engineering from the
Massachusetts Institute of Technology. |
For information on our non-employee directors, see Proposal
One.
Compensation Discussion and Analysis
Compensation Philosophy
Our executive compensation
programs and practices were selected and designed to support our short-term and long-term strategic goals and values and to reward and retain talented
individuals. We design our compensation programs to support our culture and efforts to remain a growth company with strong
profitability.
We seek a balanced approach to
executive compensation, with each primary element of compensation (base salary, cash incentives, equity incentives and benefits) designed to play a
specific role. We determine an individuals compensation with respect to each such element based in part upon an independently conducted analysis
of publicly-available compensation data and compensation survey data of comparable companies.
Each year, the CEO delivers a
performance evaluation for each of the other executive officers to the Compensation Committee and makes recommendations on compensation arrangements,
including adjustments in base salary, changes in target bonus awards and/or metrics for earning cash incentives and equity grants. Such recommendations
are based on competitive market data (described below) and a variety of other factors, including individual performance, market competitive pressures,
business conditions, the status, vesting and value of current equity grants, our overall performance and the potential financial impact of implementing
the recommendations. The CEO conducts this review with assistance from our human resources department and discusses the underlying rationale behind his
recommendations with the Compensation Committee. The Compensation Committee considers, but is not bound to and does not always accept, the
recommendations of the CEO with respect to executive compensation. In addition, the Compensation Committee frequently seeks input from the
Companys independent compensation consultant (without the CEO present) prior to making any final determinations.
To determine the compensation of
our CEO, the Compensation Committee, through consultation with the remaining independent members of the Board of Directors, assessed our CEOs
performance and considered competitive market data and other factors described herein.
The variation in compensation
among the executive officers is a function of the Compensation Committees judgment, following the Committees review of competitive market
data, review of the CEOs performance, review of the CEOs performance evaluations for each executive officer, and consideration of the
market competitive pressures, business conditions, the vesting and value of current equity grants, overall Company performance and the potential
financial impact of its compensation decisions. Key contributors to the variance in compensation amongst the executive officers are the variance in the
competitive market data for each position and variance in each executives individual performance.
In 2007, with the approval of the
Compensation Committee, the compensation consultant provided advice to the CEO and the human resources department regarding pay positioning, both by
element and in total, so that managements final recommendations reflect our compensation philosophy. The compensation consultant provided advice
regarding the mix between restricted stock units and stock options associated with our equity grants. Discussions were held to ensure that management
was fully acquainted with the relative merits of using options versus RSUs as well as the mix between these two forms of equity incentives in relation
to the Companys compensation philosophy.
18
The consultant provided advice to
the Compensation Committee regarding:
|
|
development of the peer group and competitive market
data; |
|
|
interpretation of the competitive data and how the compensation
levels established helped to promote the goals espoused in the companys compensation philosophy, both as to specific compensation elements as
well as regarding total compensation; |
|
|
review of the CEOs and managements recommendations
regarding type and magnitude of the equity grants, including how the suggested grants would compare to those of the peer group; and |
|
|
direct and independent discussions with the Compensation
Committee regarding their proposed adjustments to each element of the CEOs pay package. |
Sources of Competitive Data
We believe it is in our
stockholders best interests to ensure that our executive compensation is competitive with those of other companies of similar size and
complexity. The Compensation Committee seeks independent professional assistance and advice from outside consulting firms in the development and
utilization of the competitive market data and the establishment of its executive compensation programs. The compensation consultant was engaged to
provide competitive market analysis and advice regarding each material element of compensation. The competitive market data prepared by the
Compensation Committees independent compensation consultant is one of the most important factors used in determining
compensation.
The Compensation Committee
engaged Watson Wyatt as its independent advisor on executive compensation. Watson Wyatt assessed the competitiveness of our executive compensation
programs for 2007, including base salary, cash incentives and equity incentives. The Watson Wyatt study used both compensation survey data (consisting
of the Radford Executive Survey, the IPAS Global Salary Survey for Technology Companies and the Buck/iQuantic Global Long-Term Incentive Survey) and
publicly-available data from ten peer companies. Prior to the commencement of the study, Watson Wyatt had recommended a list of peer companies to be
included in this study, based on a variety of factors, including revenue size, product offerings and competition for executive talent. The compensation
consultant circulated the list to the CEO and the human resources department for their comments. The consultant had independent discussions with the
Compensation Committee regarding such comments. The Compensation Committee reviewed the list, made adjustments that it deemed appropriate, and gave
final approval of the following list of ten peer companies: AMIS Holdings, Inc., Conexant Systems Inc., Cypress Semiconductor Corp., Intersil Corp.,
Microsemi Corp., PMC-Sierra Inc., RF Micro Devices, Inc., Sigmatel, Inc., Skyworks Solutions, Inc., and Standard Microsystems Corp.
Based upon the compensation
survey data and publicly available information, we produced an overall range of competitive market data for the compensation of our executive
officers.
Elements of Compensation
The three primary components of
our executive compensation program are base salary, cash incentives and equity awards. Our compensation committee has not adopted any defined formula
for allocating compensation between long-term and currently paid out compensation, between cash and non-cash compensation or among different forms of
non-cash compensation.
Base Salary
We target base salary at the
median level of the compensation survey data and publicly-available information mentioned above in order to retain and reward executive talent.
However, to better support our objective to retain and properly reward executive officers, we also consider other factors, such as duties and
responsibilities not typically found in similar positions with comparable companies, prior experience, job performance, tenure with Silicon
Laboratories, any distinctive value to the organization, and general market conditions.
19
In 2007, Mr. Sayiner, Mr. Gay,
Mr. Hoff and Mr. Ivester received salary increases as part of the Companys standard performance review cycle. These increases were intended to
more closely align their base salaries with the median level of the competitive market data for their respective positions. Mr. Hoff received an
additional increase in July of 2007, following his promotion to Vice President of Worldwide Sales.
Cash Incentives
We structure a cash incentive
plan (Bonus Plan) to align the financial incentives of our employees with our short-term and long-term operating goals and interests of our
stockholders and to reward exceptional performance. Each fiscal year, the Compensation Committee approves the structure, performance metrics as well as
each metrics relative weighting under our Bonus Plan. The Compensation Committee has typically chosen to establish metrics, such as adjusted
operating income (which may exclude certain items such as stock compensation expense), revenue, gross margins, and individual performance objectives
(MBOs) for each of our executive officers to support our operating goals and to reward achievement of performance goals. Our Board and
Compensation Committee may exercise discretion either to award compensation absent attainment of the relevant metrics or to reduce or increase the size
of any award or payout. Neither the Board or Compensation Committee exercised such discretion in 2007.
In an effort to support our
short-term and long-term strategic goals, we choose to make quarterly and annual payments to our executive officers under the Bonus Plan. Each fiscal
quarter, we measure the achievement of our shorter-term operating goals and make associated payments under the Bonus Plan. Each fiscal year, we measure
the achievement of those executive officers whose bonuses are tied to MBOs against such MBOs and make associated payments under the Bonus Plan shortly
after the end of the fiscal year.
To properly reward and retain our
executive officers, we have adopted a policy of paying for performance. Upon the full achievement of established operating goals, we target our cash
incentive plan to be at the 75th percentile of the competitive market data described above. We design our Bonus Plan to pay up to 150% of the target
bonus for outstanding performance. However, consistent with this pay for performance policy, no payment under the Bonus Plan is guaranteed if an
executive officer fails to meet the minimum established goals under the Bonus Plan.
In 2007, the CEOs annual
target bonus was 110% of his annual base salary and the annual target bonus for our Chief Financial Officer (CFO) was 100% of his annual
base salary. The fiscal 2007 bonuses for our CEO and CFO were based on the following two metrics: (1) achievement of company adjusted operating income
goals (weighted at 50%) and (2) achievement of company revenue goals (weighted at 50%). We selected different metrics for our other executive officers
to reflect the role of each executive officer and to align the performance of each executive officer with our operating goals. The fiscal 2007 annual
target bonuses for the Vice Presidents of Worldwide Sales and the Vice President of Worldwide Operations were 75% of their annual base salaries and
were based on the following three metrics: (1) achievement of company revenue goals (weighted at 40%); (2) achievement of company gross margin goals
(weighted at 40%); and (3) achievement of MBOs (weighted at 20%). For each of our executive officers, the portion of their target bonus that is tied to
company metrics is allocated over the four fiscal quarters in proportion to the amount of revenue that our annual operating plan anticipates to be
achieved in each such quarter. Management proposes the annual operating plan which is subject to approval by our Board of Directors. The Board of
Directors has discretion to accept, reject or alter the annual operating plan at any time. The annual operating plan establishes the quarterly target
levels of company metrics for bonus purposes and these metrics are set to be challenging, but achievable. As evidence of the challenging nature of our
performance targets, our executive officers received aggregate bonuses that were less than target in two out of the last five years. To accomplish our
compensation objective of rewarding individual performance, the CEO establishes MBOs for the Vice President of Worldwide Sales and the Vice President
of Worldwide Operations. These objectives vary according to the responsibilities of each officer and by department. The extent to which our executives
achieved their MBOs was determined by our CEO during his annual performance review of the named executive officers.
The degree to which the
applicable targeted cash incentives were achieved can be seen through a comparison of the Non-equity Incentive Plan Compensation column of
the Summary Compensation Table for
20
Fiscal 2007 against the
Estimated Future Payouts Under Non-equity Incentive Plan Awards columns of the Grants of Plan-Based Awards Table for Fiscal
2007.
Equity Incentives
We provide long-term incentive
compensation through the award of stock options and restricted stock units (RSUs) under our 2000 Stock Incentive Plan (2000
Plan) that vest over a number of years. In an effort to closely align the interests of our executive officers with our stockholder interests and
to provide our executive officers with significant incentives to maximize stockholder value, we grant both options and RSUs and target the value of our
long term incentives to be in the 75th percentile of the competitive market data described above.
The Compensation Committee
regularly reviews our long-term incentive compensation practices. Potential changes include adjusting the mix of options and RSUs granted, adjusting
the vesting schedule of the equity awards, and using other forms of equity and/or non-equity long term incentive compensation with vesting based upon
the achievement of performance metrics. Consistent with our philosophy of paying for performance, no executive is entitled to an automatic equity
grant. In determining the proper amount and mixture of equity awards granted to each executive officer, our Compensation Committee subjectively
considers a variety of factors, including such executive officers contribution to our performance, cash compensation, current equity holdings,
ability to influence future performance and relative position within our organization, the competitive market data described above, the relative value
of each equity award, the financial impact on our profitability and the dilutive impact to our stockholders. There is no defined formula used to weight
such factors. The Compensation Committee ultimately exercised its judgment and established compensation levels consistent with our short-term and
long-term strategic goals and values and to reward and retain talented individuals. The grants in fiscal 2007 are described below in the Grants of
Plan-Based Awards Table for Fiscal 2007.
In fiscal 2007, we continued to
grant each executive officer a mixture of stock options and RSUs to better meet the objectives of our compensation program. We believe stock options
are effective in achieving our goal of maximizing long-term stockholder value as the value of stock options are dependent upon our future performance.
As our executive officers can only profit from stock options if our stock price increases in value over the stock options exercise price, we
believe stock options are effective incentives to our executive officers to maximize our stockholder value. RSUs were incorporated into our equity
program to foster an ownership culture, align stockholder and executive interests and enhance retention. As RSUs provide a more definite value to
grantees than stock options, grants of RSUs are extremely valuable in rewarding and retaining our executive officers. We believe that the current
competitive environment for executive talent necessitates the strong level of retention generated by the grant of RSUs. We also recognize that there is
less risk inherent in using time-vested RSUs as compared to using time-vested stock options.
In an effort to retain our
executive talent, we typically grant our executive officers equity awards subject to vesting. Prior to 2008, our stock options granted to executive
officers typically vested over five years. Based on our analysis of competitive data that indicates that four years is a more customary vesting period,
we plan to grant options to executive officers in 2008 and future periods that generally vest over four years as follows: 25% vest on the first
anniversary of the date of grant and the remaining portion vest in equal monthly installments over the remaining 36 months. We do not have a program,
plan or practice designed to set the exercise price of stock options at a price other than the fair market value on the grant date or alter the timing
of the grant of stock options to take advantage of positive or negative material non-public information.
In addition to stock option
awards, we also grant RSUs which generally have vesting periods ranging from one to four years (with many grants vesting in a single lump sum on the
third anniversary of the date of grant). The Compensation Committee exercised its discretion and granted RSUs to executive officers in December 2007
which vest over a period of two years as follows: 50% vest immediately upon grant and 25% vest on each of the first two anniversaries of the date of
grant. The vesting terms of such grants were shorter than our general vesting term as the Compensation Committee wished to recognize the management
teams extraordinary performance in 2007.
21
Mr. Hoffs equity awards in
2007 were larger than normal due to his receipt of an initial grant of RSUs and stock options upon his promotion to Vice President of Worldwide Sales
in July 2007.
Change of Control and Severance
Benefits
Our severance and change in
control provisions for the named executive officers are summarized below in Potential Payments Upon Termination or Change of Control. With
respect to the employment agreements with the CEO and CFO, such post-employment termination benefits were determined through arms-length negotiations
between the applicable executive and our management and the Compensation Committee in connection with the hiring of each such executive. With respect
to the acceleration provided generally under 2000 Stock Incentive Plan in the event that the equity awards are not assumed in connection with a change
in control or the employee is demoted, relocated or terminated other than for misconduct within 18 months following a change in control, such
acceleration is based upon the Companys philosophy that such provisions ensure that the executives remain focused on their responsibilities and
maximize the return for our shareholders. The terms and conditions of such provisions are provided at a level that we believe to be provided by
comparable companies of our size in our industry.
Generally Available Benefit Plans and Executive
Perquisites
In 2007, we provided each of our
executive officers health care coverage and life insurance coverage that is generally available to all of our salaried employees. In addition, we pay
for an annual physical examination for each of our executive officers beyond any benefit provided under our standard health care
plans.
We also offer each of our
executive officers the ability to participate in our tax-qualified 401(k) Plan on the same terms available to each of our salaried employees. Under our
401(k) Plan, we provide all employees with matching contributions that are subject to vesting over time. Our executive officers do not receive any
retirement benefits beyond those generally available to our salaried employees.
Accounting and Tax Considerations
In determining which elements of
compensation are to be paid, and how they are weighted, we also take into account our compliance with Internal Revenue Code Section 162(m). Section
162(m) of the Internal Revenue Code precludes us from taking a deduction for compensation in excess of $1 million for certain of our executive officers
named in the Summary Compensation Table. Certain performance-based compensation is specifically excluded from the deduction limit. Our policy is to
qualify, to the extent reasonable, the compensation of our executive officers for deductibility under applicable tax laws. However, the Compensation
Committee believes that its primary responsibility is to provide a compensation program to meet our stated objectives and that the loss of a tax
deduction may be necessary in some circumstances.
Compensation Committee Report on Executive
Compensation
We, the Compensation Committee of
the Board of Directors, have reviewed and discussed the Compensation Discussion and Analysis (CD&A) within the Executive Compensation
section of this Proxy Statement with the management of the Company. Based on such review and discussion, we are of the opinion that the executive
compensation policies and plans provide appropriate compensation to properly align Silicon Laboratories performance and the interests of its
stockholders through the use of competitive and equitable executive compensation in a balanced and reasonable manner, for both the short and long-term.
Accordingly, we have recommended to the Board of Directors that the CD&A be included as part of this proxy filing.
Submitted by the Compensation
Committee of the Board of Directors:
Laurence G. Walker
(Chairman)
Harvey B. Cash
Nelson C. Chan
William P. Wood
22
Summary Compensation
The following table provides
compensation information for our named executive officers for fiscal 2007.
SUMMARY COMPENSATION TABLE FOR FISCAL
2007
Name and Principal Position
|
|
|
|
Year
|
|
Salary ($)
|
|
Bonus ($)
|
|
Stock Awards ($)(1)
|
|
Option Awards ($)(1)
|
|
Non-equity Incentive Plan Compensation ($)(2)
|
|
All Other Compensation ($)(3)
|
|
Total ($)
|
Necip
Sayiner(4)
|
|
|
|
|
2007 |
|
|
|
469,808 |
|
|
|
|
|
|
|
2,041,037 |
|
|
|
1,809,232 |
|
|
|
548,583 |
|
|
|
5,582 |
|
|
|
4,874,242 |
|
Chief
Executive Officer, President, and Director |
|
|
|
|
2006 |
|
|
|
429,577 |
|
|
|
|
|
|
|
982,391 |
|
|
|
1,580,031 |
|
|
|
238,258 |
|
|
|
5,582 |
|
|
|
3,235,839 |
|
|
William G.
Bock
|
|
|
|
|
2007 |
|
|
|
300,000 |
|
|
|
|
|
|
|
689,821 |
|
|
|
825,720 |
|
|
|
314,976 |
|
|
|
5,582 |
|
|
|
2,136,099 |
|
Chief
Financial Officer and Senior Vice President |
|
|
|
2006 |
|
|
38,077 |
|
|
|
|
|
|
|
70,439 |
|
|
|
131,978 |
|
|
|
|
|
|
|
49 |
|
|
|
240,543 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gary R. Gay
|
|
|
|
|
2007 |
|
|
|
246,827 |
|
|
|
|
|
|
|
354,290 |
|
|
|
330,158 |
|
|
|
173,339 |
|
|
|
43,258 |
(6) |
|
|
1,147,872 |
|
Former Senior
Vice President of Worldwide Sales |
|
|
|
|
2006 |
|
|
|
219,569 |
|
|
|
|
|
|
|
110,527 |
|
|
|
353,845 |
|
|
|
109,076 |
|
|
|
5,512 |
|
|
|
798,529 |
|
|
Kurt W.
Hoff(7)
|
|
|
|
|
2007 |
|
|
|
206,749 |
|
|
|
|
|
|
|
297,536 |
|
|
|
156,518 |
|
|
|
128,842 |
(8) |
|
|
141,546 |
(9) |
|
|
931,191 |
|
Vice President
of Worldwide Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jonathan D.
Ivester
|
|
|
|
|
2007 |
|
|
|
256,538 |
|
|
|
|
|
|
|
317,166 |
|
|
|
319,000 |
|
|
|
180,832 |
|
|
|
582 |
|
|
|
1,074,118 |
|
Vice President
of Worldwide Operations |
|
|
|
|
2006 |
|
|
|
229,808 |
|
|
|
|
|
|
|
87,869 |
|
|
|
362,470 |
|
|
|
114,665 |
|
|
|
535 |
|
|
|
795,347 |
|
(1) |
|
Amounts shown do not reflect compensation actually received by
the named executive officer, but represent the calculated compensation cost recognized by us as determined pursuant to SFAS 123R (disregarding any
estimate of forfeitures). The assumptions underlying the calculation under SFAS 123R are discussed under Note 10, Stockholders Equity and
Share-based Compensation in our Form 10-K for the fiscal year ended December 29, 2007. |
(2) |
|
Represents amounts earned under the 2007 Bonus Plan for services
rendered in fiscal 2007, and the 2006 Bonus Plan for services rendered in fiscal 2006. |
(3) |
|
Consists of payments by us for life insurance premiums and
matching contribution into a 401(k) Plan, unless noted otherwise. |
(4) |
|
During fiscal 2007 and fiscal 2006, Mr. Sayiner did not receive
any compensation for his services provided as a director. |
(5) |
|
Represents compensation earned during fiscal 2006 by Mr. Bock
for his services as Chief Financial Officer and Senior Vice President provided on or after November 8, 2006. Such amounts do not include compensation
earned during fiscal 2006 for his prior role as a director. |
(6) |
|
Includes $37,693 of accrued vacation paid to Mr. Gay upon his
voluntary termination on December 29, 2007, $5,000 in employer matching contributions to the Companys 401(k) plan, and $565 of company-paid life
insurance premiums. |
(7) |
|
Mr. Hoff was appointed to his current position on July 2, 2007.
Data shown on this table reflects his compensation for the entire fiscal year. |
(8) |
|
Includes $48,157 of payments as related to Mr. Hoffs
participation in the Companys sales incentive plan during the first two quarters of fiscal 2007, and $80,685 of bonus payments as related to Mr.
Hoffs participation in the 2007 Bonus Plan during the last two fiscal quarters. |
23
(9) |
|
Includes $94,971 of amounts reimbursed to Mr. Hoff for the
payment of taxes and other allowances related to his overseas assignment, $41,092 of company-paid moving and relocation expenses, $5,000 in employer
matching contributions to the Companys 401(k) plan, and $483 of company-paid life insurance premiums. |
Grants of Plan-Based Awards
The following table contains
information concerning all equity and non-equity plan-based awards granted during fiscal 2007 to our named executive officers. All equity plan-based
awards were granted under our 2000 Stock Incentive Plan and all non-equity plan-based awards were granted under our 2007 Bonus Plan.
GRANTS OF PLAN-BASED AWARDS TABLE FOR FISCAL
2007
|
|
|
|
|
|
|
|
Estimated Future Payouts Under Non-equity
Incentive Plan Awards(1)
|
|
Name
|
|
|
|
Grant Date
|
|
Approval Date
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
All Other Stock Awards: Number of
Shares of Stock or Units
|
|
All Other Stock Awards: Number of
Securities Underlying Options
|
|
Exercise or Base Price of Option
Awards
|
|
Grant Date Fair Value of Stock and
Option Awards(2)
|
Necip
Sayiner |
|
|
|
|
|
|
|
|
|
|
|
$ |
4,034 |
|
|
$ |
522,500 |
|
|
$ |
783,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/15/07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80,000 |
|
|
$ |
32.11 |
|
|
$ |
1,320,256 |
|
|
|
|
|
|
12/7/07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000 |
|
|
|
|
|
|
|
|
|
|
$ |
1,527,996 |
|
|
William
G. Bock |
|
|
|
|
|
|
|
|
|
|
|
$ |
2,316 |
|
|
$ |
300,000 |
|
|
$ |
450,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/15/07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000 |
|
|
$ |
32.11 |
|
|
$ |
82,516 |
|
|
|
|
|
|
12/7/07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
$ |
382,000 |
|
|
Gary R.
Gay |
|
|
|
|
|
|
|
|
|
|
|
$ |
1,632 |
|
|
$ |
183,750 |
|
|
$ |
257,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kurt W.
Hoff |
|
|
|
|
|
|
|
|
|
|
|
$ |
1,191 |
(3) |
|
$ |
44,226 |
(3) |
|
|
|
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,650 |
(4) |
|
$ |
82,500 |
(4) |
|
$ |
115,500 |
(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/15/07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,000 |
|
|
|
|
|
|
|
|
|
|
$ |
96,330 |
|
|
|
|
|
|
3/30/07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
250 |
|
|
|
|
|
|
|
|
|
|
$ |
7,480 |
|
|
|
|
|
|
7/2/07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000 |
|
|
|
|
|
|
|
|
|
|
$ |
864,998 |
|
|
|
|
|
|
7/2/07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000 |
|
|
$ |
34.60 |
|
|
$ |
771,425 |
|
|
|
|
|
|
12/7/07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,000 |
|
|
|
|
|
|
|
|
|
|
$ |
229,200 |
|
|
Jonathan
D. Ivester |
|
|
|
|
|
|
|
|
|
|
|
$ |
1,732 |
|
|
$ |
195,000 |
|
|
$ |
273,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/15/07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000 |
|
|
$ |
32.11 |
|
|
$ |
412,580 |
|
|
|
|
|
|
12/7/07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,500 |
|
|
|
|
|
|
|
|
|
|
$ |
286,500 |
|
(1) |
|
Amounts shown represent amounts that were available under the
2007 Bonus Plan. Actual bonuses received under the 2007 Bonus Plan by the executive officers are reported in the Summary Compensation Table under the
column entitled Non-Equity Incentive Plan Compensation. |
(2) |
|
A discussion of the assumptions underlying the calculation under
SFAS 123R are discussed under Note 10, Stockholders Equity and Share-based Compensation in our Form 10-K for the fiscal year ended December 29,
2007. |
(3) |
|
Amounts shown relate to Mr. Hoffs participation in the
Companys sales incentive plan during the first two fiscal quarters of 2007. Under such plan, potential sales incentives are not capped and, as
such, there is no maximum payment. |
(4) |
|
Amounts shown relate to Mr. Hoffs participation in the
2007 Bonus Plan during the last two fiscal quarters of 2007. |
24
Outstanding Equity Awards at Fiscal
Year-End
The following table shows all
holdings of unexercised stock options and unvested restricted stock units for each of our named executive officers as of December 29,
2007.
OUTSTANDING EQUITY AWARDS AT FISCAL 2007 YEAR-END
TABLE
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
Name
|
|
|
|
Number of Securities Underlying
Unexercised Options (#) Exercisable
|
|
Number of Securities Underlying
Unexercised Options (#) Unexercisable(1)
|
|
Option Exercise Price ($)
|
|
Option Expiration Date
|
|
Number of Shares or Units of Stock That Have
Not Vested (#)
|
|
Market Value of Shares or Units That Have
Not Vested ($)
|
Necip Sayiner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
135,214 |
(2) |
|
|
5,093,511 |
|
|
|
|
|
|
215,000 |
|
|
|
275,000 |
|
|
|
32.27 |
|
|
|
9/14/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80,000 |
|
|
|
32.11 |
|
|
|
2/15/2017 |
|
|
|
|
|
|
|
|
|
William G. Bock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
65,000 |
(3) |
|
|
2,448,550 |
|
|
|
|
|
|
5,000 |
|
|
|
|
|
|
|
50.03 |
|
|
|
4/29/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,000 |
|
|
|
|
|
|
|
31.23 |
|
|
|
4/21/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54,166 |
|
|
|
195,834 |
|
|
|
32.98 |
|
|
|
11/8/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000 |
|
|
|
32.11 |
|
|
|
2/15/2017 |
|
|
|
|
|
|
|
|
|
Gary R. Gay (4) |
|
|
|
|
10,000 |
|
|
|
|
|
|
|
48.88 |
|
|
|
3/29/2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,166 |
|
|
|
|
|
|
|
38.50 |
|
|
|
3/29/2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000 |
|
|
|
|
|
|
|
33.17 |
|
|
|
3/29/2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,947 |
|
|
|
|
|
|
|
36.81 |
|
|
|
3/29/2008 |
|
|
|
|
|
|
|
|
|
Kurt W. Hoff
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31,000 |
(5) |
|
|
1,167,770 |
|
|
|
|
|
|
11,665 |
|
|
|
8,335 |
|
|
|
34.29 |
|
|
|
1/3/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000 |
|
|
|
34.60 |
|
|
|
7/2/2017 |
|
|
|
|
|
|
|
|
|
Jonathan D.
Ivester |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,980 |
(6) |
|
|
601,967 |
|
|
|
|
|
|
6,050 |
|
|
|
|
|
|
|
0.25 |
|
|
|
6/23/2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,000 |
|
|
|
|
|
|
|
1.75 |
|
|
|
7/20/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000 |
|
|
|
|
|
|
|
48.88 |
|
|
|
9/20/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000 |
|
|
|
|
|
|
|
22.63 |
|
|
|
7/18/2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000 |
|
|
|
|
|
|
|
24.30 |
|
|
|
6/13/2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,333 |
|
|
|
2,667 |
|
|
|
38.50 |
|
|
|
8/18/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,666 |
|
|
|
8,334 |
|
|
|
33.17 |
|
|
|
8/10/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,236 |
|
|
|
9,354 |
|
|
|
36.81 |
|
|
|
12/19/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000 |
|
|
|
32.11 |
|
|
|
2/15/2017 |
|
|
|
|
|
|
|
|
|
(1) |
|
Options were granted on the date ten years prior to the option
expiration date and subject to a five year vesting period. Assuming the continued service of the executive officer, the option shall vest and become
exercisable in a series of installments, with 20% on the first anniversary of the date of grant and the remaining portion in equal monthly installments
over the remaining four years. |
25
(2) |
|
Consists of 90,000 RSUs granted on September 14, 2005, 25,214
RSUs granted on December 8, 2006 and 20,000 RSUs granted on December 7, 2007. Assuming the continued service of the executive officer, these grants
shall vest 20% on each of the first five anniversaries of the grant date, 25% on each of first four anniversaries of the grant date, and 50% on grant
date and 25% on each of first two anniversaries of grant date, respectively. |
(3) |
|
This represents 60,000 RSUs granted on November 8, 2006 and
5,000 RSUs granted on December 7, 2007. Assuming the continued service of the executive officer, these grants shall vest 20% on each of first five
anniversaries of the grant date, and 50% on grant date and 25% on each of first two anniversaries of grant date, respectively. |
(4) |
|
Mr. Gay forfeited 23,945 unvested options and 7,674 unvested
RSUs upon his resignation on December 29, 2007. |
(5) |
|
Represents 3,000 RSUs granted February 15, 2007, 25,000 RSUs
granted on July 2, 2007, and 3,000 RSUs granted on December 7, 2007. Assuming the continued service of the executive officer, the first two grants
shall vest one-third on each of first three anniversaries of the grant date, and the third grant shall vest 50% on grant date and 25% on each of first
two anniversaries of grant date, respectively. |
(6) |
|
Represents 3,429 RSUs granted on September 12, 2005, 3,742 RSUs
granted on December 19, 2005, 5,059 RSUs granted on December 8, 2006, and 3,750 RSUs granted on December 7, 2007. Assuming the continued service of the
executive officer, these grants shall vest 20% on each of first five anniversaries of the grant date, one-third on each of first three anniversaries of
the grant date, and 50% on grant date and 25% on each of first two anniversaries of grant date, respectively. |
Option Exercises and Stock Vested Table
The following table shows gains
realized from the exercise of stock options and shares acquired upon the vesting of restricted stock units with respect to our named executive officers
during fiscal 2007.
OPTION EXERCISES AND STOCK VESTED TABLE DURING FISCAL
2007
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
Name
|
|
|
|
Number of Shares Acquired on Exercise
(#)
|
|
Value Realized on Exercise ($)
|
|
Number of Shares Acquired on Vesting (#)
|
|
Value Realized on Vesting ($)
|
Necip Sayiner
|
|
|
|
|
10,000 |
|
|
|
110,500 |
|
|
|
58,404 |
|
|
|
2,291,927 |
|
William G. Bock
|
|
|
|
|
40,000 |
|
|
|
427,264 |
|
|
|
20,000 |
|
|
|
784,398 |
|
Gary R. Gay
|
|
|
|
|
69,293 |
|
|
|
641,139 |
|
|
|
10,585 |
|
|
|
399,209 |
|
Kurt W. Hoff
|
|
|
|
|
|
|
|
|
|
|
|
|
3,350 |
|
|
|
125,562 |
|
Jonathan D.
Ivester |
|
|
|
|
36,800 |
|
|
|
951,700 |
|
|
|
8,668 |
|
|
|
328,953 |
|
Potential Payments Upon Termination or Change in
Control
Consistent with practices within
our industry, we also provide certain post-employment termination benefits. We have implemented these programs in order to ensure we are able to
continue to attract and retain top talent as well as ensure that during the uncertainty associated with a potential change in control, the executives
remain focused on their responsibilities and ensure a maximum return for our stockholders.
Employment Agreements
We have entered into employment
agreements with only two of our executive officers: Mr. Sayiner and Mr. Bock. For both Mr. Sayiner and Mr. Bock, cash severance is equal to the sum of
12 months of base salary at the time of termination plus 200% of the actual quarterly bonus earned in the two full quarters immediately preceding
termination to be paid in one lump sum. Each cash severance payment would be contingent upon such executive officers execution of an agreement in
a form satisfactory to us, containing a full general release of any and all potential claims against us and our affiliates and agents. As outlined in
their employment agreements, a cash severance payment shall only be made in the event of such executive officers Involuntary Termination for any
reason other than misconduct. Involuntary Termination is defined in each employment agreement as an
26
involuntary termination of
employment by us or a voluntary resignation following (A) a change in position with us which materially reduces the executive officers level of
authority or responsibility, (B) a reduction in cash compensation (including base salary and target bonus under any performance based bonus or
incentive programs) by more than 15% unless pursuant to a reduction that is also applied to substantially all of our other executive officers, (C) a
relocation of such executive officers place of employment by more than 50 miles, provided and only if such change, reduction or relocation is
effected without consent, or (D) a material breach by us of the terms of the employment agreement. In addition and similarly contingent upon execution
of an appropriate release, for the time during which each executive officer is unemployed, we have agreed to pay the premium required to maintain COBRA
coverage for such executive officer and his dependents for up to one year.
2000 Stock Incentive Plan
The 2000 Plan governs the equity
awards granted to our executive officers. Our executive officers are not entitled to any benefits under our 2000 Plan that are not available to other
participants. The 2000 Plan includes the following change in control provisions, which may result in the accelerated vesting of outstanding option
grants and stock issuances:
|
|
In the event that we are acquired, each outstanding option under
the discretionary option grant program, unless assumed or replaced by the successor or otherwise continued in effect, will immediately become
exercisable for all the option shares, and all outstanding unvested shares will immediately vest, except to the extent our repurchase rights with
respect to those shares are assigned to the successor or otherwise continued in effect. |
|
|
The plan administrator has the authority under the discretionary
option grant program to provide that those options will automatically vest in full (i) upon an acquisition of the company, whether or not those options
are assumed or replaced, or (ii) upon a hostile change in control of the company effected through a tender offer for more than 50% of our outstanding
voting stock or by proxy contest for the election of board members. |
However, our Compensation
Committee, as Plan Administrator of the 2000 Stock Incentive Plan, has the authority to provide for accelerated vesting of the shares of our common
stock subject to any outstanding options held by any executive officer or any unvested share issuances actually held by such individual, in connection
with certain changes in control of us or the subsequent termination of the officers employment following the change in control
event.
All outstanding stock awards and
stock options issued to our named executive officers will become fully exercisable and vested if (i) a change in control occurs and such options or
RSUs are not assumed or (ii) a change in control occurs and the officer is demoted, relocated, or terminated other than for misconduct within 18 months
following such change in control.
The following table depicts
potential compensation arrangements for our executive officers as a result of an Involuntary Termination absent a change in control. Such termination
is assumed to occur on December 29, 2007. Other than customary payments given to all salaried employees, we have not agreed to provide severance
benefits to any other executive officer than those listed in the table below.
Name
|
|
|
|
Lump Sum Severance
|
|
Intrinsic Value of Accelerated Equity
|
|
Health Benefits
|
|
Total
|
Necip
Sayiner |
|
|
|
$ |
966,831 |
|
|
|
|
|
|
$ |
15,368 |
|
|
$ |
982,199 |
|
William G.
Bock |
|
|
|
$ |
582,391 |
|
|
|
|
|
|
$ |
12,979 |
|
|
$ |
595,370 |
|
27
The following table depicts
potential compensation arrangements for our executive officers as a result of a change in control that subsequently results in Involuntary Termination.
Such termination is assumed to occur on December 29, 2007, the last day of our fiscal 2007. Mr. Gay did not receive any termination benefits as a
result of his resignation on December 29, 2007.
Name
|
|
|
|
Lump Sum Severance
|
|
Intrinsic Value of Accelerated Equity(1)
|
|
Health Benefits
|
|
Total
|
Necip Sayiner
|
|
|
|
$ |
966,831 |
|
|
$ |
7,023,298 |
|
|
$ |
15,368 |
|
|
$ |
8,005,497 |
|
William G. Bock
|
|
|
|
$ |
582,391 |
|
|
$ |
3,394,805 |
|
|
$ |
12,979 |
|
|
$ |
3,990,175 |
|
Kurt W. Hoff
|
|
|
|
|
|
|
|
$ |
1,349,439 |
|
|
|
|
|
|
$ |
1,349,439 |
|
Jonathan D.
Ivester |
|
|
|
|
|
|
|
$ |
786,512 |
|
|
|
|
|
|
$ |
786,512 |
|
(1) |
|
Value is based upon the closing selling price per share of our
common stock on the NASDAQ Global Select Market on the last trading day of fiscal 2007, which was $37.67, less the option exercise price payable per
share. |
Compensation Committee Interlocks and Insider
Participation
None of our executive officers
serves as a member of the Board of Directors or Compensation Committee of any entity that has one or more of its executive officers serving as a member
of our Board of Directors or Compensation Committee. No member of the Compensation Committee serves or has previously served as one of our officers or
employees.
28
Equity Compensation Plan Information
The following table provides
information as of December 29, 2007 with respect to shares of our common stock that may be issued under our existing equity compensation
plans.
EQUITY COMPENSATION PLAN INFORMATION
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A
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B
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C
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Plan Category
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Number of Securities to be Issued Upon Exercise
of Outstanding Options and Rights
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Weighted Average Exercise Price of Outstanding
Options
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Number of Securities Remaining Available
for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column A)
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Equity
Compensation Plans Approved by Stockholders(1) |
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7,599,471 |
(2) |
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$ |
32.70 |
(3) |
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8,879,609 |
(4) |
Equity
Compensation Plans Not Approved by Stockholders |
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Total
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7,599,471 |
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$ |
32.70 |
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8,879,609 |
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(1) |
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Consists of our 2000 Stock Incentive Plan and our Employee Stock
Purchase Plan. |
(2) |
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Includes 1,801,334 shares of common stock subject to RSUs that
vest over the holders period of continued service. Excludes purchase rights accruing under our Employee Stock Purchase Plan. Under the Employee
Stock Purchase Plan, each eligible employee may contribute up to 15% of his or her base salary to purchase shares of our common stock at semi-annual
intervals on the last U.S. business day of April and October each year at a purchase price per share equal to 85% of the lower of (i) the closing
selling price per share of our common stock on the employees entry date into the two-year offering period in which that semi-annual purchase date
occurs or (ii) the closing selling price per share on the semi-annual purchase date. |
(3) |
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Calculated without taking into account 1,801,334 shares of
common stock subject to outstanding RSUs that will become issuable as those units vest without any cash consideration for such shares. |
(4) |
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Consists of shares available for future issuance under our
Employee Stock Purchase Plan and our 2000 Stock Incentive Plan. As of December 29, 2007, an aggregate of 1,361,062 shares of our common stock were
available for issuance under our Employee Stock Purchase Plan, and 7,518,547 shares of our common stock were available for issuance in connection with
future awards under our 2000 Stock Incentive Plan. In addition, the share reserves under our Employee Stock Purchase Plan and 2000 Stock Incentive Plan
increase on the first trading day of January of each calendar year by 0.5% and 5%, respectively, of the total number of shares of our common stock
outstanding on the last trading day of the immediately preceding calendar year (subject to a maximum annual increase of 250,000 and 3,000,000 shares,
respectively). The share reserve under our 2000 Stock Incentive Plan also increases to the extent we repurchase shares pursuant to our repurchase
rights under our prior plan. |
29
NO INCORPORATION BY REFERENCE OF CERTAIN PORTIONS OF THIS
PROXY STATEMENT
Notwithstanding anything to the
contrary set forth in any of our filings made under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that
might incorporate information in this Proxy Statement, neither the Audit Committee Report nor the Compensation Committee Report is to be incorporated
by reference into any such filings as provided by SEC regulations. In addition, this Proxy Statement includes certain website addresses intended to
provide inactive, textual references only. The information on these websites shall not be deemed part of this Proxy Statement.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE
The members of our Board of
Directors, the executive officers and persons who hold more than 10% of our outstanding common stock are subject to the reporting requirements of
Section 16(a) of the Securities Exchange Act of 1934 which require them to file reports with respect to their ownership of the common stock and their
transactions in such common stock. Based upon (i) the copies of Section 16(a) reports which we received from such persons for their fiscal 2007
transactions in the common stock and their common stock holdings and (ii) the written representations received from one or more of such persons, we
believe that all reporting requirements under Section 16(a) for such fiscal year were met in a timely manner by our directors, executive officers and
greater than ten percent beneficial owners; except for one Form 4 that was filed 3 days late with respect to the sale of 294 shares by Paul V. Walsh,
Jr., Chief Accounting Officer and Vice President of Finance.
ANNUAL REPORT
A copy of the annual report for
fiscal 2007 has been mailed concurrently with this Proxy Statement to all stockholders entitled to notice of and to vote at the Annual Meeting. The
annual report is not incorporated into this Proxy Statement and is not considered proxy solicitation material.
FORM 10-K
We filed an annual report on Form
10-K with the SEC on February 7, 2008. Stockholders may obtain a copy of our annual report, without charge, by writing to our Corporate Secretary at
our principal executive offices located at 400 West Cesar Chavez, Austin, Texas 78701.
THE BOARD OF DIRECTORS OF SILICON LABORATORIES
INC.
Dated: March 14, 2008
30
SILICON LABORATORIES INC.
400 WEST CESAR CHAVEZ AUSTIN, TX 78701 |
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic
delivery of information up until 11:59 P.M. Eastern Time the day before the
cut-off date or meeting date. Have your proxy card in hand when you
access the web site and follow the instructions to obtain your records and
to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE STOCKHOLDER COMMUNICATIONS
If you would like to reduce the costs incurred by Silicon Laboratories Inc. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions
above to vote using the Internet and, when prompted, indicate that you
agree to receive or access stockholder communications electronically in
future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until
11:59 P.M. Eastern Time the day before the cut-off date or meeting date.
Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid
envelope we have provided or return it to Silicon Laboratories Inc., c/o
Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: x
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SLCNL1 |
KEEP THIS PORTION FOR YOUR RECORDS |
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DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
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SILICON LABORATORIES INC.
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Vote on Directors |
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1. |
The Election of Directors |
For |
Withhold |
For All |
To withhold authority to vote for any individual |
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Class I |
All |
All |
Except |
nominee(s), mark For All Except and write the |
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Nominees: |
number(s) of the nominee(s) on the line below. |
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01) Navdeep S. Sooch |
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02) Laurence G. Walker |
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03) William P. Wood |
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________________________________________________________ |
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Vote On Proposal |
For |
Against |
Abstain |
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2. To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of Silicon Laboratories Inc. for the fiscal year ending January 3, 2009.
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In accordance with the discretion of the proxy holders, to act upon all matters incident to the conduct of the meeting and upon other
matters as may properly come before the meeting.
The Board of Directors recommends a vote IN FAVOR OF the directors listed above and IN FAVOR OF the appointment of Ernst & Young
LLP. This Proxy, when properly executed, will be voted as specified above. If no specification is made, this Proxy will be voted IN FAVOR OF
the election of the directors listed above and IN FAVOR OF the appointment of Ernst & Young LLP.
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For address changes and/or comments, please check this box
and write them on the back where indicated. o |
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NOTE: |
Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If the signer is
a partnership, please sign in partnership name by authorized person.
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Signature [PLEASE SIGN WITHIN BOX] |
Date |
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Signature (Joint Owners) |
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Important Notice Regarding Internet Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
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This Proxy is Solicited on Behalf of the Board of Directors of
SILICON LABORATORIES INC.
PROXY
Annual Meeting of Stockholders, April 24, 2008
The undersigned revokes all previous proxies, acknowledges receipt of the Notice of Annual Meeting of Stockholders (the
"Annual Meeting") of Silicon Laboratories Inc., a Delaware corporation ("Silicon Laboratories"), and the Proxy Statement and appoints Navdeep S. Sooch and Necip Sayiner, and each of them, the Proxy of the undersigned, with full power of substitution,
to vote all shares of Silicon Laboratories which the undersigned is entitled to vote, either on his or her own behalf or on behalf of any entity or entities, at the Annual Meeting of Stockholders of Silicon Laboratories to be held at the Lady Bird Johnson Wildflower Center, 4801 La Crosse Avenue, Austin, Texas 78739 on Thursday, April 24, 2008 at 9:30 a.m. Central Time, and at any adjournment or postponement thereof, with the same force and effect as the undersigned might or could do if personally present thereat. The shares represented by this Proxy shall be voted in the manner set forth on the reverse side.
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Address Changes/Comments:
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(If you noted any Address Changes/Comments above, please mark
corresponding box on the reverse side.) |
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SEE REVERSE
SIDE |
CONTINUED AND TO BE SIGNED ON
REVERSE SIDE |
SEE REVERSE
SIDE |
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