Actionable news
0
All posts from Actionable news
Actionable news in NUVA: NuVasive, Inc.,

Other definitive proxy statements

BGCOLOR="WHITE">

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D . C . 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant þ

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material Pursuant to §240.14a-12

NuVasive, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

þ

No fee required.

¨

Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1)

Title of each class of securities to which transaction applies:

2)

Aggregate number of securities to which transaction applies:

3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

4)

Proposed maximum aggregate value of transaction:

5)

Total fee paid:

¨

Fee paid previously with preliminary materials.

¨

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1)

Amount Previously Paid:

2)

Form, Schedule or Registration Statement No.:

3)

Filing Party:

4)

Date Filed:

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

OF NUVASIVE, INC.

To Be Held May 19, 2016

The NuVasive, Inc. 2016 Annual Meeting of Stockholders will be held on May 19, 2016 at 8:00 AM local time at the Companys corporate headquarters located at 7475 Lusk Boulevard, San Diego, California 92121 for the following purposes, each as more fully described in the accompanying Proxy Statement:

1. to elect three Class III Directors to hold office until the Companys 2019 Annual Meeting of Stockholders and until their successors are elected and qualified;

2. to ratify the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2016;

3. to hold a non-binding advisory vote on the compensation of the Companys named executive officers for the fiscal year ended December 31, 2015; and

4. to transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

Our Board of Directors recommends a vote FOR each of the Director nominees and FOR Proposals 2 and 3. Only stockholders of record at the close of business on March 24, 2016 will be entitled to notice of, and to vote at, the Annual Meeting. For ten days prior to the Annual Meeting, a complete list of the stockholders of record on March 24, 2016, will be available at our corporate headquarters, located at 7475 Lusk Boulevard, San Diego, CA 92121, for examination during ordinary business hours by any stockholder for any purpose relating to the Annual Meeting.

Your vote is important. Whether or not you plan to attend the Annual Meeting in person, we encourage you to vote your shares. After reading the accompanying Proxy Statement, please make sure to vote your shares: (i) by promptly voting electronically or telephonically as described in the in the accompanying Proxy Statement; (ii) if you received a paper copy of the proxy card, by completing, dating, signing and returning your proxy card; or (iii) by attending the Annual Meeting in person. Instructions regarding all three methods of voting are provided on the proxy card. If you hold shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from such firm, bank or other nominee to vote your shares.

I look forward to seeing you at the Annual Meeting.

BY ORDER OF THE BOARD OF DIRECTORS

Gregory T. Lucier

Chairman of the Board and Chief Executive Officer

San Diego, California

April 6, 2016

SOLICITATION OF PROXIES

FOR THE

NUVASIVE, INC.

2016 ANNUAL MEETING OF STOCKHOLDERS

The accompanying proxy is being solicited by the Board of Directors of NuVasive, Inc. (the Company) and contains information related to the Companys 2016 Annual Meeting of Stockholders. The 2016 Annual Meeting of Stockholders will be held on May 19, 2016 at 8:00 AM local time at the Companys corporate headquarters located at 7475 Lusk Boulevard, San Diego, California 92121, or any adjournments or postponements thereof, for the purposes described in the accompanying Notice of Annual Meeting of Stockholders. The Board of Directors has made proxy materials available on the Internet, or, upon your request, has delivered printed proxy materials to you, in connection with the solicitation of proxies by the Board of Directors for use at the Companys 2016 Annual Meeting of Stockholders. The Proxy Statement for the Companys 2016 Annual Meeting of Stockholders was filed with the U.S. Securities and Exchange Commission on April 6, 2016, which is also the approximate date on which the Proxy Statement and the accompanying proxy were first sent or made available to stockholders.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE NUVASIVE, INC. 2016 ANNUAL MEETING OF STOCKHOLDERS

The NuVasive, Inc. Proxy Statement and Annual Report for the fiscal year ended December 31, 2015

are available electronically at www.proxydocs.com/NUVA

YOUR VOTE IS IMPORTANT!

ALL STOCKHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON MARCH 24, 2016 ARE INVITED TO ATTEND AND VOTE THEIR SHARES AT THE NUVASIVE, INC. 2016 ANNUAL MEETING OF STOCKHOLDERS. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, WE ENCOURAGE YOU TO READ THE ACCOMPANYING PROXY STATEMENT AND SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AS SOON AS POSSIBLE TO VOTE YOUR SHARES. FOR SPECIFIC INSTRUCTIONS ON HOW TO VOTE YOUR SHARES, PLEASE REFER TO THE INSTRUCTIONS ON THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS YOU RECEIVED IN THE MAIL, THE QUESTION HOW DO I VOTE? IN THE ACCOMPANYING PROXY STATEMENT, OR, IF YOU REQUESTED PRINTED PROXY MATERIALS BY MAIL, YOUR ENCLOSED PROXY CARD. THIS WILL ENSURE THE PRESENCE OF A QUORUM AT THE ANNUAL MEETING. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH TO DO SO, EVEN IF YOU HAVE PREVIOUSLY SUBMITTED YOUR PROXY OR VOTING INSTRUCTIONS.

To assist you in reviewing the Proxy Statement for the 2016 Annual Meeting of Stockholders (the Annual Meeting), we call your attention to the following summary information. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Annual Meeting of Stockholders

Date and Time

May 19, 2016 at 8:00 AM (local time)

Place

NuVasive, Inc. Corporate Headquarters 7475 Lusk Boulevard, San Diego, CA 92121

Record Date

March 24, 2016

Voting

Stockholders as of the Record Date are entitled to vote their shares at the Annual Meeting. Each share of common stock is entitled to one vote for each Director nominee and one vote for each of the other proposals to be voted on at the Annual Meeting.

Proposals and Voting Recommendations

Proposal 1 - Election of three Class III Directors to hold office until the Companys 2019 Annual Meeting of Stockholders and until their successors are elected and qualified.

For more information, see page 6 of the accompanying Proxy Statement.

The Board
Recommends a vote
FOR
Each Director Nominee

Proposal 2 - Ratification of the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2016.

For more information, see page 22 of the accompanying Proxy Statement.

The Board
Recommends a vote FOR
Proposal 2

Proposal 3 - Non-binding advisory vote on the compensation of the Companys named executive officers for the fiscal year ended December 31, 2015.

For more information, see page 25 of the accompanying Proxy Statement.

The Board
Recommends a vote FOR
Proposal 3

Nominees for Election as Directors

Robert F. Friel

Principal Occupation: Chairman, CEO and President, PerkinElmer, Inc.

Independent Director; Board member since February 2016

Member of NuVasive Compensation Committee

Donald J. Rosenberg

Principal Occupation: EVP and General Counsel, Qualcomm Incorporated

Independent Director; Board member since February 2016

Member of NuVasive Compensation Committee and Nominating and Corporate Governance Committee

Daniel J. Wolterman

Principal Occupation: President and CEO, Memorial Hermann Health System

Independent Director; Board member since July 2015

Member of NuVasive Compensation Committee

Corporate Governance Highlights

Size of Board

Nine (eight upon the retirement of Mr. Blair following the Annual Meeting)

Independent Directors

Eight of our nine current Directors are independent

Chairman and CEO

Combined leadership structure

Lead Independent Director

Yes

Board Self-Evaluation

Annual

Retirement Age Policy

Yes (72 years of age)

Voting Standard

Majority vote (in uncontested elections)

Corporate Governance Guidelines

Yes

Fiscal 2015 Financial and Business Highlights

Financial Results - We exceeded our revenue targets by posting 2015 total revenue of $811.1 million, reflecting an approximately 6.4% increase on a reported basis and 8.2% increase on a constant currency basis over 2014 performance, and exceeded our profitability targets by delivering a 2015 non-GAAP operating margin of 15.4%.

Global Revenues

$811.1 million

Total Shareholder Return - We realized total shareholder return during 2015 of 14.7%, a result only achieved by those in the 78th percentile of the S&P 500. Over a three-year period ending in 2015, we realized total shareholder return of 250%, a result only achieved by those in the 98th percentile of the S&P 500.

Total Shareholder Return
78 th percentile of
S&P 500

International Growth - We increased international revenue by approximately 15.9% on a constant currency basis compared to 2014 driven by growth across geographies primarily in Japan, Australia, and Italy.

15.9% International
Revenue Growth
(constant currency)

Product Innovation - We launched over 10 new and enhanced products in 2015, including our innovative Integrated Global Alignment platform (iGA), a proprietary, procedurally- integrated, digital platform of specialized products designed to help surgeons achieve more precise spinal column alignment.

10+ New Products,
Including Launch of iGA

Executive Compensation Best Practices

Clawback Policy

Yes (incentive compensation recoverable if material restatement of financials)

Tax Gross-Ups

No tax gross-ups for change-in-control payments

Compensation Consultant

Yes (independent consultant engaged by Compensation Committee)

Stock Ownership Guidelines

Yes (applies to Directors and senior management)

Compensation Risk

Compensation risk assessment conducted annually

Hedging Activities

Hedging activities are prohibited under the Companys Insider Trading Policy

TABLE OF CONTENTS

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

1

PROPOSAL 1ELECTION OF DIRECTORS

6

Board of Directors

7

Nominees for Election as Directors and Directors Continuing in Office

7

CORPORATE GOVERNANCE

11

Overview

11

Corporate Governance Guidelines

11

Code of Ethical Business Conduct

11

Identification and Evaluation of Director Nominees

12

Stockholder Recommendations for Director Nominees

13

Director Independence

13

Board Leadership Structure

13

Role of Board in Risk Oversight Process

14

Executive Sessions

15

Board and Committee Effectiveness

15

Director Attendance at Annual Meeting of Stockholders

15

Board and Committee Membership and Structure

15

Executive Officers

17

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

20

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

21

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

21
PROPOSAL 2RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 22

Principal Accountant Fees and Services

23

Audit Committee Report

23
PROPOSAL 3ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS 25

COMPENSATION DISCUSSION AND ANALYSIS

27

Key Leadership Changes in 2015

27

Executive Summary

29

Executive Compensation Philosophy and Objectives

36

Primary Elements of the Companys Executive Compensation Program

37

Process for Determining Named Executive Officer Compensation

39

Determining Executive Compensation for 2015

41

Other Elements of the Executive Compensation Program

48

Employment, Severance and Change in Control Arrangements

50

A Look Ahead

52

Compensation Committee Report

53

Compensation Committee Interlocks and Insider Participation

53

EXECUTIVE COMPENSATION

54

2015 Summary Compensation Table

54

Grants of Plan-Based Awards

55

Outstanding Equity Awards at December 31, 2015

57

2015 Option Exercises and Stock Vested

58

Potential Payments Upon Termination or Change in Control

58

Director Compensation

63

Director Summary Compensation Table

64

ADDITIONAL INFORMATION

66

TRANSACTION OF OTHER BUSINESS

68

APPENDIX 1Reconciliations of Non-GAAP Financial Measures

69

NUVASIVE, INC.

7475 Lusk Boulevard, San Diego, CA 92121

Telephone: (858) 909-1800

PROXY STATEMENT FOR THE 2016 ANNUAL MEETING OF STOCKHOLDERS

May 19, 2016 at 8:00 AM (local time)

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

1.

Why am I receiving these materials?

We have made this proxy statement (the Proxy Statement ) and the accompanying proxy materials available to you in connection with the solicitation by the Board of Directors (the Board ) of NuVasive, Inc. (the Company or NuVasive ) of proxies to be voted at the Companys 2016 Annual Meeting of Stockholders to be held on May 19, 2016 (the Annual Meeting ), and at any postponements or adjournments of the Annual Meeting.

2.

What is the purpose of the Annual Meeting?

Stockholders are being asked to vote on each of the following items of business at the Annual Meeting: (i) the election of three Class III Directors for terms expiring at the 2019 Annual Meeting of Stockholders; (ii) the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016; (iii) non-binding advisory approval of the compensation of the Companys named executive officers (the Named Executive Officers ) for the fiscal year ended December 31, 2015; and (iv) any other business that may properly come before the Annual Meeting.

3 .

Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

In accordance with rules adopted by the Securities and Exchange Commission (the SEC ), we may furnish proxy materials, including this Proxy Statement and our Annual Report on Form 10-K for fiscal year ended December 31, 2015 (the 2015 Annual Report ), to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Most stockholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice of Internet Availability of Proxy Materials (the Notice ) (which was mailed to most of our stockholders) will instruct you as to how you may access and review all of the proxy materials on the Internet, as well as how you may submit your proxy on the Internet. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or your proxy card and to download printable versions of the proxy materials. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice.

4 .

How do I access electronic copies of the proxy materials?

The proxy materials for the Annual Meeting are available electronically at www.proxydocs.com/NUVA . If you received a Notice, the Notice will provide you with instructions regarding how to access electronic copies of our proxy materials and how to vote your shares. The Notice will also indicate how you can elect to receive future proxy materials electronically. We encourage stockholders to consider choosing to receive future proxy materials electronically, as it will save us the cost of printing and mailing documents to you and will reduce the impact of printing and mailing these materials on the environment.

5 .

Who is entitled to vote at the Annual Meeting?

If you were a holder of shares of the Companys common stock at the close of business on March 24, 2016 (the Record Date ), you are entitled to notice of and to vote at the Annual Meeting. At the close of business on the Record Date, there were 49,768,050 shares of our common stock outstanding. Each share of common stock is entitled to one vote. As summarized below, there are some distinctions between shares owned by stockholders of record and shares owned beneficially in street name. In accordance with Delaware law, a list of stockholders entitled to vote at the Annual Meeting will be available at the Annual Meeting and for 10 days prior to the Annual Meeting, Monday through Friday between the hours of 9:00 AM and 4:00 PM local time at our corporate headquarters located at 7475 Lusk Boulevard, San Diego, CA 92121.

6 .

What does it mean to be a stockholder of record?

You are a stockholder of record if your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A. As a stockholder of record, you may vote in person at the Annual Meeting (subject to the satisfying the admission criteria) or vote by proxy. If you requested to receive printed proxy materials, we have enclosed or sent a proxy card for you to use. You may also vote by Internet or telephone, as described in the Notice and below under the heading How do I vote?

7 .

What does it mean to beneficially own shares in street name?

You are deemed to beneficially own your shares in street name if your shares are held in an account at a brokerage firm, bank, broker-dealer, trust, or other similar organization (we will refer to those organizations collectively as broker). If this is the case, the Notice was forwarded to you by your broker. As the beneficial owner, you have the right to direct your broker on how to vote the shares in your account, and you are invited to attend the Annual Meeting; however, since you are not a stockholder of record, you may not vote your shares in person at the Annual Meeting unless you request and obtain a valid legal proxy from your broker giving you the right to vote the shares at the meeting.

If you hold your shares in street name and do not provide voting instructions to your broker, your shares will not be voted on any proposals on which your broker does not have discretionary authority to vote (a broker non-vote). Under the rules that govern brokers, brokers have the discretion to vote on routine matters, but not on non-routine matters. The ratification of the appointment of the Companys independent registered public accounting firm is a matter considered routine under applicable rules. Non-routine matters include the election of Directors and the advisory vote on the compensation of our Named Executive Officers.

8 .

How do I vote my shares?

If you are a stockholder of record, you may vote your shares by one of the following three methods:

Vote via the Internet . Go to the web address www.proxypush.com/NUVA and follow the instructions for Internet voting as shown on the proxy card mailed to you. If you vote via the Internet, you should be aware that there may be incidental costs associated with electronic access, such as your usage charges from your Internet access providers and telephone companies, for which you will be responsible.

Vote by Telephone . Dial 1-866-217-7017 and follow the instructions for telephone voting shown on the proxy card mailed to you.

Vote by Proxy Card Mailed to You . If you do not wish to vote via the Internet or by telephone, please complete, sign, date and mail the proxy card in the envelope provided. If you vote via the Internet or by telephone, please do not mail your proxy card.

The Internet and telephone voting procedures are designed to authenticate your identity and to allow you to vote your shares for the matters before our stockholders as described in the proxy materials and confirm that your voting instructions have been properly recorded.

If your shares are held through a broker (typically referred to as being held in street name), you will receive separate voting instructions from your broker. In these cases, you may provide your voting instructions by Internet, telephone or mail by submitting a voting instruction form. Your broker may vote your shares on the proposal to ratify our independent auditors, but will not be permitted to vote your shares with respect to the other proposals before our stockholders as described in this Proxy Statement unless you provide instructions to your broker as to how to vote your shares for such other proposals.

Votes submitted via the Internet or by telephone for the matters before our stockholders as described in this Proxy Statement must be received by 11:59 PM Eastern Time on May 18, 2016.

9 .

How does the Board recommend that I vote my shares?

THE BOARD RECOMMENDS THAT YOU VOTE YOUR SHARES FOR THE ELECTION OF EACH OF THE CLASS III DIRECTOR NOMINEES, FOR THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANYS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AND FOR THE NON-BINDING ADVISORY RESOLUTION ON THE COMPENSATION OF THE COMPANYS NAMED EXECUTIVE OFFICERS, IN EACH CASE AS FURTEHR DESCRIBED IN THIS PROXY STATEMENT.

10 .

Can I change my vote after I submit my proxy?

Yes. If you are a stockholder of record, you may revoke a proxy at any time before it is voted at the Annual Meeting by (a) delivering a proxy revocation or another duly executed proxy bearing a later date to the Secretary of the Company at 7475 Lusk Boulevard, San Diego, CA 92121, or (b) attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not revoke a proxy unless you actually vote in person at the Annual Meeting. If you beneficially hold shares in street name, you may change your vote by submitting new voting instructions to your broker following the instructions provided by your broker, or, if you have obtained a legal proxy from your broker or other nominee giving you the right to vote your shares, by attending the Annual Meeting and voting in person.

11 .

How are the votes counted?

The Companys Restated Bylaws, as amended (the Bylaws ) provide that a majority of all the outstanding shares of stock entitled to vote constitutes a quorum for the transaction of business at the Annual Meeting. Votes for and against, abstentions, and broker non-votes will be counted for purposes of determining the presence or absence of a quorum. A broker non-vote occurs when your broker submits a proxy card for your shares of common stock held in street name, but does not vote on a particular proposal because the broker has not received voting instructions from you and does not have the authority to vote on that matter without instructions.

In the election of Directors and for each other proposal to be voted on at the Annual Meeting, you may vote FOR, AGAINST, or ABSTAIN. A vote of ABSTAIN with respect to any such matter will not be voted, although it will be counted for purposes of determining whether there is a quorum. Accordingly, an abstention will have the effect of a negative vote.

If no instructions are indicated, the shares will be voted as recommended by the Board unless you submit your proxy card through a broker and your broker does not indicate a vote on a particular matter because your broker has not received voting instructions from you. If the Company receives a proxy card with a broker non-vote, your proxy will be voted FOR the ratification of the appointment of Ernst & Young LLP and it will not be included as a vote with respect to the election of Directors and the approval of the compensation of the Companys Named Executive Officers.

12 .

What vote is needed to approve each of the proposals?

Under the Bylaws, at any meeting of stockholders for the election of Directors at which a quorum is present, each Director shall be elected by the vote of a majority of the votes cast with respect to the Director; provided, that in the event of a contested election, Directors shall be elected by a plurality of votes cast by the stockholders entitled to vote at the election. All other matters shall be determined by a majority of the votes present in person or represented by proxy, unless otherwise required by applicable law, rule or regulation or the Companys organizational documents.

13 .

Is cumulative voting permitted for the election of Directors?

No. You may not cumulate your votes for the election of Directors.

14 .

Who will count votes at the Annual Meeting?

We have engaged Mediant Communications to serve as the tabulator of votes, and our Board has designated Jason D. Hanson, our Executive Vice President, Strategy, Corporate Development and General Counsel, to serve as the Inspector of Election.

Admission to the Annual Meeting is limited to holders of Company common stock on the Record Date and a member of each attending stockholders immediate family or their named representatives. If you are a stockholder of record you will need to present identification to be admitted to the Annual Meeting. If you are a stockholder who is an individual, you will need to present government-issued identification showing your name and photograph (e.g., a drivers license or passport), or, if you are representing an institutional investor, you will need to present government-issued photo identification and professional evidence showing your representative capacity for such entity. In each case, we will verify such documentation with our Record Date stockholder list. We reserve the right to limit the number of immediate family members or representatives who may attend the meeting. For stockholders holding shares in street name, in addition to providing identification as outlined for record holders above, you will need a valid proxy from your broker or a recent brokerage statement or letter from your broker reflecting your stock ownership as of the Record Date.

All purses, briefcases, bags, etc. that are brought into the facility may be subject to inspection. The use of mobile phones, pagers, recording or photographic equipment, tablets and/or computers is not permitted in the meeting room during the Annual Meeting.

16 .

Who pays the costs of the proxy solicitation?

The Company will pay all of the costs of soliciting proxies. In addition to solicitation by mail, officers, Directors and shareowners of the Company may solicit proxies personally, or by telephone, without receiving additional compensation. The Company, if requested, will also pay brokers and other fiduciaries that hold shares of common stock for beneficial owners for their reasonable out-of-pocket expenses of forwarding these materials to stockholders. The Company has retained Morrow & Co., LLC, (with offices at 470 West Ave., Stamford, CT 06902) to assist in the solicitation of proxies in connection with the Annual Meeting. The Company will pay such firm customary fees, expected to be no more than $10,000, plus expenses.

17 .

Could other matters be decided in the Annual Meeting?

As of the date of this Proxy Statement, the Company is not aware of any matters to be voted upon at the Annual Meeting other than those stated in this Proxy Statement. If any other matters are properly brought before the Annual Meeting, the persons named by the Board as proxy holders will have the discretionary authority to

vote the shares represented by proxy on those matters. The Board has named Quentin S. Blackford (Executive Vice President and Chief Financial Officer), Jason D. Hanson (Executive Vice President, Strategy, Corporate Development and General Counsel), and Carol A. Cox (Executive Vice President, External Affairs and Corporate Marketing) as proxy holders. If, for any reason, any of the nominees are not available as a candidate for Director, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by the Board.

18 .

Is it possible that the Annual Meeting may be postponed?

The Annual Meeting may be adjourned or postponed, if needed, as provided by the Bylaws and pursuant to Delaware law. Unless a new record date is fixed, your proxy will still be valid and may be voted at any adjourned or postponed meeting. You will still be able to change or revoke your proxy until it is voted at the reconvened or rescheduled meeting.

19 .

Where can I find the voting results of the Annual Meeting?

We intend to announce preliminary voting results at the Annual Meeting and publish the final results by filing a Current Report on Form 8-K with the SEC.

PROPOSAL 1ELECTION OF DIRECTORS

At the Annual Meeting, we are asking our stockholders to elect three individuals nominated for election as Class III Directors. Our Board currently consists of nine Directors and is divided into three classes. Our current Class III Directors are Jack R. Blair, Robert F. Friel, Donald J. Rosenberg and Daniel J. Wolterman, and each of their terms as a Director will expire at the Annual Meeting. Our Board, upon recommendation of our Nominating and Corporate Governance Committee, nominated Messrs. Friel, Rosenberg and Wolterman for re-election as Class III Directors at the Annual Meeting. In accordance with our retirement age policy for Directors, Mr. Blair will not be standing for re-election and will retire as a Director immediately following the Annual Meeting. Effective upon Mr. Blairs retirement, the Board has approved a reduction in the size of the Board from nine to eight Directors.

If elected at the Annual Meeting, each of Messrs. Friel, Rosenberg and Wolterman will serve as Class III Directors until the 2019 Annual Meeting of Stockholders, and in each case until their respective successors are duly elected and qualified. Information regarding the experience of each of Messrs. Friel, Rosenberg and Wolterman, including the qualifications, attributes and skills that led our Board to nominate each as a Director, can be found below under the caption Nominees for Election of Directors and Directors Continuing in Office.

Each of Messrs. Friel, Rosenberg and Wolterman has indicated that he is willing and able to serve as a Director. If any of the Boards nominees for Director declines to serve or becomes unavailable for any reason, or in the event of a Board vacancy, the Nominating and Corporate Governance Committee may seek out other potential Director candidates, and one or more of such candidates may be elected as a Director in accordance with the Companys organizational documents.

As each of the nominees is an incumbent Director, if a nominee fails to receive FOR votes representing a majority of votes cast, the director shall promptly tender his or her resignation to the Board, subject to acceptance by the Board. The Nominating and Corporate Governance Committee of the Board would then be charged with making a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board will act on the tendered resignation, taking into account the recommendation of the Nominating and Corporate Governance Committee, and publicly disclose its decision regarding the tendered resignation and the rationale behind the decision. If the Board determines not to accept the resignation of the incumbent Director, the incumbent Director will continue to serve until the next annual meeting and until his or her successor is duly elected, or his or her earlier resignation or removal.

Vote Required and Board Recommendation

Directors are elected by a majority of the votes cast at the Annual Meeting. A majority of votes cast means that the number of shares voted FOR a nominee exceeds the number of votes cast AGAINST that nominee. Votes to ABSTAIN and broker non-votes are not counted as votes cast with respect to that Director, and will have no direct effect on the outcome of the election of Directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR

THE ELECTION OF EACH OF ROBERT F. FRIEL, DONALD J. ROSENBERG AND

DANIEL J. WOLTERMAN AS A CLASS III DIRECTOR.

Board of Directors

The table below lists the name, age and certain other information of each member of the Board, as of March 24, 2016 (the Record Date for our Annual Meeting):

Name

Age

Committee Membership

Director

Class

Audit

Committee

Compensation

Committee

Nominating and
Corporate Governance
Committee

Term

Expires (1)

Gregory T. Lucier

51 2017 I

Jack R. Blair (2)

73 Chair 2016 III

Vickie L. Capps

54 X X 2018 II

Peter C. Farrell, Ph.D., AM

73 X Chair 2018 II

Robert F. Friel

60 X 2016 III

Lesley H. Howe

71 Chair 2018 II

Leslie V. Norwalk, Esq.

50 X X 2017 I

Donald J. Rosenberg, Esq.

65 X X 2016 III

Daniel J. Wolterman

59 X 2016 III
(1)

Term expires at Annual Meeting of Stockholders in year indicated.

(2)

In accordance with the Companys retirement age policy for Directors, Mr. Blair...


More