SEC Filings
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| DEF 14A | |
| HRG GROUP, INC. filed this Form DEF 14A on 07/27/2016 | |
| Entire Document | |
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Section 162(m). In general, Section 162(m) of the Code denies a publicly held corporation a deduction for U.S. federal income tax purposes for compensation in excess of $1,000,000 per year per person to its chief executive officer and the three other officers whose compensation is required to be disclosed in its proxy statement (excluding the chief financial officer), subject to certain exceptions. The 2011 Plan is intended to satisfy an exception with respect to grants of options and SARs to covered employees. In addition, the 2011 Plan is designed to permit certain awards of restricted stock, restricted stock units and other awards (including cash bonus awards) to be awarded as performance compensation awards intended to qualify under the “performance-based compensation” exception to Section 162(m) of the Code. New Plan Benefits; Awards Granted Under the 2011 Plan It is not possible to determine the benefits or amounts that will be received by or allocated to participants under the 2011 Plan because awards under the 2011 Plan will be made at the discretion of our Compensation Committee (or subcommittee thereof, if necessary for Section 162(m) of the Code). Our executive officers have a financial interest in this proposal because our Compensation Committee has selected and may in the future select one or more of our executive officers as eligible to receive grants under the 2011 Plan. Additionally, our directors (including members of our Compensation Committee) have received, and in the future may receive additional, grants under the 2011 Plan. As of July 18, 2016, the number of stock options previously granted under the 2011 Plan is as follows: Omar M. Asali, Director, President and Chief Executive Officer: 2,303,386; David M. Maura, Director, Executive Vice President of Investments and Managing Director: 1,716,763; Thomas A. Williams, our former Executive Vice President and Chief Financial Officer: 515,551; Michael Sena, our former Senior Vice President and Chief Accounting Officer: 71,164; Philip A. Falcone, our former Chairman of the Board and Chief Executive Officer: 0; all of our current executive officers as a group: 4,020,149; all of our current directors who are not executive officers as a group: 0; each nominee for election as a director: 0; each associate of any such directors, executive officers or nominees: 0; each other person who received or is to receive 5% of such options: 0; and all current employees, including all current officers who are not executive officers, as a group: 468,648. Required Vote The affirmative vote of the holders of a majority of the votes cast on this proposal is required to approve this proposal.
OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE RE-APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER THE 2011 PLAN. 15 | |
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