def14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
IGO, 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):
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IGO,
INC.
17800 North Perimeter Drive,
Suite 200
Scottsdale, Arizona 85255
(480) 596-0061
April 9,
2010
Dear Stockholder:
You are cordially invited to attend the annual meeting of
stockholders of iGo, Inc., a Delaware corporation, to be held at
10:00 a.m., local time, on Tuesday, May 18, 2010 at
the Scottsdale Marriott at McDowell Mountains, 16770 North
Perimeter Drive, Scottsdale, Arizona 85260. The attached Notice
of Annual Meeting of Stockholders and Proxy Statement fully
describe the formal business to be transacted at the meeting,
which includes the election of one director to serve until the
annual meeting of stockholders in 2013, the approval of an
amendment to our Omnibus Long-Term Incentive Plan to include
non-employee directors as eligible participants, the
ratification of the selection of KPMG LLP as our independent
registered public accounting firm and such other matters that
shall properly come before the meeting or any adjournments
thereof. We have also enclosed a copy of our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2009.
Our directors and officers will be present to help host the
meeting and to respond to any appropriate questions that our
stockholders may have. I hope that you will be able to attend.
Our Board of Directors believes that a favorable vote on the
matters to be considered at the meeting is in the best interest
of iGo and our stockholders and unanimously recommends a vote
FOR such matters. Accordingly, we urge you to review
the attached material carefully and to return the enclosed proxy
card promptly. Whether or not you plan to attend the meeting,
please complete, sign, date and return your proxy card in the
enclosed envelope. If you attend the meeting, you may vote in
person if you wish, even though you have previously returned
your proxy card. If you hold your shares through an account with
a brokerage firm, bank or other nominee, please follow the
instructions you receive from them to vote your shares.
On behalf of your Board of Directors, thank you for your support.
Sincerely,
Michael D. Heil
President and Chief Executive Officer
IGO,
INC.
17800 North Perimeter Drive,
Suite 200
Scottsdale, Arizona 85255
(480) 596-0061
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
To Be Held May 18,
2010
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders
of iGo, Inc. (the Company) will be held at
10:00 a.m., local time, on Tuesday, May 18, 2010 at
the Scottsdale Marriott at McDowell Mountains, 16770 North
Perimeter Drive, Scottsdale, Arizona 85260, for the following
purposes:
1. to elect one member of the Board of Directors, for a
three-year term, to serve until the annual meeting of
stockholders in 2013;
2. to approve an amendment to our Omnibus Long-Term
Incentive Plan to include non-employee directors as eligible
participants;
3. to ratify the selection of KPMG LLP as our independent
registered public accounting firm for the fiscal year ending
December 31, 2010; and
4. to transact such other business as may properly come
before the meeting or any adjournments thereof.
The Board has fixed the close of business on April 5, 2010
as the record date for determining stockholders entitled to
notice of, and to vote at, the meeting or any adjournments
thereof.
A list of stockholders entitled to vote at the meeting will be
open to examination by any stockholder, for any purpose germane
to the meeting, at the location of the meeting on May 18,
2010 and during ordinary business hours for a period of at least
ten days prior to the meeting at the Companys offices
located at 17800 North Perimeter Drive, Suite 200,
Scottsdale, Arizona 85255.
Information concerning the matters to be acted upon at the
meeting is more fully described in the accompanying Proxy
Statement.
Your vote is important. Whether or not you expect to attend
the meeting, please complete, date and sign the enclosed proxy
card and mail it promptly to assure that your shares are
represented at the meeting. A return envelope (which is postage
prepaid if mailed in the United States) is provided. Even if you
have given your proxy, you may still vote in person if you
attend the meeting. If you hold shares through an account with a
brokerage firm, bank or other nominee, please follow the
instructions you receive from them to vote your shares.
By Order of the Board of Directors,
Brian M. Roberts
Secretary
Scottsdale, Arizona
April 9, 2010
TABLE OF
CONTENTS
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A-1
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IGO,
INC.
17800 North Perimeter Drive,
Suite 200
Scottsdale, Arizona 85255
(480) 596-0061
PROXY
STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 18, 2010
This proxy statement and the accompanying proxy are first being
mailed on or about April 15, 2010 to the holders of the
common stock of iGo, Inc., a Delaware corporation, by the Board
of Directors to solicit proxies for use at the annual meeting of
stockholders to be held at 10:00 a.m., local time, on
Tuesday, May 18, 2010 at the Scottsdale Marriott at
McDowell Mountains, 16770 North Perimeter Drive, Scottsdale,
Arizona 85260, or at such other time and place to which the
meeting may be adjourned.
At the meeting, our stockholders will consider and vote upon the
following matters:
1. the election of one member of the Board of Directors,
which will consist of a total of four directors, to serve until
the annual meeting of stockholders in 2013;
2. to approve an amendment to our Omnibus Long-Term
Incentive Plan to include non-employee directors as eligible
participants;
3. the ratification of the selection of KPMG LLP as our
independent registered public accounting firm for the fiscal
year ending December 31, 2010; and
4. such other business as may properly come before the
meeting or any adjournments thereof.
REVOCABILITY
OF PROXIES
A proxy may be revoked before it is exercised by delivering
written notice of such revocation to Computershare Investor
Services, 350 Indiana Street, Suite 800, Golden, CO 80401,
Attention: Proxy Department, which revocation must be received
before May 18, 2010. If notice of revocation is not
received by such date, a stockholder may nevertheless revoke a
proxy by attending the meeting and voting in person. If your
shares are held of record by a broker, bank or other nominee and
you wish to vote at the meeting, please follow the instructions
you receive from them to vote your shares.
RECORD
DATE AND VOTING SECURITIES
The Board has set the record date for determining the
stockholders entitled to vote at the meeting as of the close of
business on April 5, 2010. iGos common stock, par
value $0.01 per share, constitutes the only class of securities
entitled to notice of, or to vote at, the meeting. As of the
record date, we had 32,715,298 shares of common stock
issued and outstanding. A holder of common stock on the record
date shall be entitled to cast one vote for each share of common
stock registered in his or her name.
QUORUM
AND VOTING
Our bylaws require the presence at the meeting, in person or
represented by proxy, of the holders of a majority of the shares
of our common stock issued and outstanding and entitled to vote
to constitute a quorum to transact business. Abstentions and
broker non-votes (shares held by a broker or nominee
that does not have the authority, either express or
discretionary, to vote on a particular matter) will be treated
as shares that are present for purposes of determining the
presence of a quorum. In the election of directors, withhold
authority votes will have no effect on the outcome of the vote;
however, in the votes on the other matters that properly come
before the meeting, abstentions will have the effect of votes
against the proposals. Broker non-votes are counted
as present or represented for purposes of determining the
presence or absence of a quorum for the annual meeting, if such
shares
are otherwise properly represented at the meeting in person or
by proxy, but are not counted for purposes of determining the
number of shares entitled to vote on any proposal in respect of
which the broker or other nominee lacks discretionary authority.
Broker non-votes are not considered to be shares outstanding to
vote and will not affect the outcome of any vote at this
years annual meeting. If a quorum is present, in order to
be elected as a director, a nominee must receive the affirmative
vote of the holders of a plurality of the shares of common stock
present, either in person or by proxy, and entitled to vote on
the election of directors. If a quorum is present, approval of
all other matters that properly come before the meeting requires
the affirmative vote of the holders of a majority of the shares
of common stock present, either in person or by proxy, and
entitled to vote on the matter presented at the meeting.
Unless contrary instructions are indicated on the enclosed
proxy, all shares represented by valid proxies received pursuant
to this solicitation (and which have not been revoked in
accordance with the procedures set forth above) will be voted
(i) FOR the election of the nominee for director named
under Proposal No. 1; (ii) FOR the amendment to
our Omnibus Long-Term Incentive Plan; (iii) FOR the
ratification of the selection of KPMG LLP as our independent
registered public accounting firm for the fiscal year ending
December 31, 2010; and (iv) in accordance with the
best judgment of the named proxies on any other matters properly
brought before the meeting. In the event you specify a different
choice by means of the enclosed proxy, your shares will be voted
in accordance with those instructions.
If sufficient votes for approval of the matters to be considered
at the annual meeting have not been received prior to the
meeting date, we may postpone or adjourn the annual meeting in
order to solicit additional votes. The form of proxy being
solicited by this proxy statement provides the authority for the
proxy holders, in their discretion, to vote the
stockholders shares with respect to a postponement or
adjournment of the annual meeting. At any postponed or adjourned
meeting, proxies received pursuant to this proxy statement will
be voted in the same manner described in this proxy statement
with respect to the original meeting.
Under the Delaware General Corporation Law, stockholders do not
have any rights of appraisal or similar rights of dissenters
with respect to the proposals set forth in this proxy statement.
PROPOSAL NO. 1
ELECTION OF DIRECTOR
Nominee
The Board has nominated Frederic Welts for election to the Board
as Class I director at the meeting, to serve until the 2013
annual meeting of stockholders and until his successor has been
elected and qualified. Unless otherwise directed, the persons
named in the proxy intend to vote all proxies FOR the
election of Mr. Welts to the Board. Mr. Welts has
consented to serve as a director of the Company if elected. If,
at the time of the meeting, Mr. Welts is unable or declines
to serve as a director, the discretionary authority provided in
the enclosed proxy will be exercised to vote for a substitute
candidate designated by the Board. The Board has no reason to
believe that Mr. Welts will be unable or will decline to
serve as a director.
Board of
Directors
Our Board currently consists of four members. Each director
holds office until the directors term expires, the
director resigns, is removed or dies, or until the
directors successor is duly elected and qualified. Our
bylaws provide for a classified Board. In accordance with the
terms of our bylaws, our Board is divided into three classes
whose terms expire at different times. The three classes are
currently comprised of the following directors:
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Class I currently consists of Frederic Welts, who will
serve until the annual meeting of stockholders to be held in
2010. Mr. Welts is also the Class I nominee and, if
elected, will continue to serve until the annual meeting of
stockholders to be held in 2013.
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Class II currently consists of Peter L. Ax and Michael J.
Larson, who will serve until the annual meeting of stockholders
to be held in 2011.
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Class III currently consists of Michael D. Heil, who will
serve until the annual meeting of stockholders to be held in
2012.
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At each annual meeting of stockholders, the successors to
directors whose terms will then expire will be elected to serve
from the time of election and qualification until the third
annual meeting following election and until their successors
have been duly elected and qualified. Any additional
directorships resulting from an increase in the number of
directors will be distributed among the three classes so that,
as nearly as possible, each class will consist of an equal
number of directors.
Nominees,
Continuing Directors and Executive Officers
Set forth below is information furnished to the Company by the
director nominee, each incumbent director whose terms will
continue following the meeting, and each executive officer who
is not a director. There are no family relationships among any
directors or executive officers of the Company. None of the
corporations or other organizations referenced in the
biographical information below is a parent, subsidiary or other
affiliate of the Company.
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Nominee or Continuing Director
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Age
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and Term / Executive Officer
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Michael D. Heil(1)
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President and Chief Executive Officer and Director with term
expiring in 2012
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Peter L. Ax(2)
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Director with term expiring in 2011
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Frederic Welts(2)
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Director with term expiring in 2010
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Michael J. Larson(2)
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Director with term expiring in 2011
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Darryl S. Baker(1)
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Vice President, Chief Financial Officer and Treasurer
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Brian M. Roberts(1)
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Vice President, General Counsel and Secretary
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Walter F. Thornton(1)
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Vice President, Product Management and Supply Chain
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Executive Officer |
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Member of Audit Committee, Corporate Governance and Nominating
Committee and Compensation and Human Resources Committee |
Michael D. Heil has been our President, Chief Executive
Officer and a member of the Board of Directors since June 2007.
Prior to joining iGo, from 2004 to 2007, Mr. Heil was the
President and Chief Executive Officer of Astute Networks, Inc.,
a fabless semiconductor company focused on the computer storage
market. Prior to joining Astute Networks, from 2003 to 2004,
Mr. Heil served as an outside director and consultant to
several early-stage technology companies, including Locus
Telecommunications and Maximize Wireless Solutions. From 2001 to
2002, Mr. Heil served as the Chief Executive Officer of
Archway Digital Systems, Inc., a next generation blade-server
start-up
focused on the datacenter market. From 1999 to 2000,
Mr. Heil served as the Chief Executive Officer of
Broadstream Communications, Inc., a provider of last mile
wireless telecommunication. From 1995 to 1999, Mr. Heil was
employed by Compaq Computer Corporation, serving from 1998 to
1999 as its Senior Vice President, Worldwide Sales and
Marketing, where he was responsible for sales, marketing,
service and support for all Compaq products and services
worldwide. From 1995 to 1998, Mr. Heil served as
Compaqs Senior Vice President and General Manager,
Consumer Products Group where he managed the development,
marketing and sales of all of Compaqs consumer products
and services worldwide and introduced the first portable
computer designed for the consumer market. Prior to joining
Compaq, from 1989 to 1995, Mr. Heil was President and
General Manager of Los Angeles Cellular Telephone Company, a
cellular phone operation company and, from 1985 to 1989,
Mr. Heil was employed by Sony Corporation of America, most
recently serving as its President, Display Products Company,
where he managed the direct view, projection television and
Watchman product lines. Mr. Heil holds a bachelors
degree in Philosophy from the University of Texas.
The Board believes Mr. Heil is well qualified to serve as a
director due to his position as the Companys President and
Chief Executive Officer, which provides the Board with intimate
knowledge of the Companys day to day operations.
Mr. Heil also provides a wealth of leadership and sales and
marketing experience in the consumer
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electronics industry from his experience as an executive at a
variety of well established companies in the consumer
electronics industry such as Compaq and Sony, as well as smaller
early-stage companies in the consumer electronics industry such
as Astute Networks, Archway Digital Systems and Broadstream
Communications.
Peter L. Ax has been a director since December 2007 and
is Chairman of the Audit Committee and a member of the
Compensation and Human Resources Committee and the Corporate
Governance and Nominating Committee. Mr. Ax is the Lead
Director of Meritage Homes Corporation and has been a member of
that companys board since 2002. Mr. Ax is currently
the managing partner of Phoenix Capital Management, a merchant
banking firm. Mr. Ax is the former chairman and chief
executive officer of SpinCycle, Inc., a publicly-held
consolidator and developer of coin-operated laundromats.
Previously, Mr. Ax served as head of the Private Equity
Division and senior vice president of Lehman Brothers in New
York. Mr. Ax currently serves on the Advisory Board of
Directors of Cascadia Capital, a Seattle based investment
banking and merchant banking firm. Mr. Ax holds an M.B.A.
from the Wharton School at the University of Pennsylvania, a law
degree from the University of Arizona, and has been a certified
public accountant. He has also been an accounting instructor at
the Wharton School.
The Board believes that Mr. Ax is well qualified to serve
as a director due to his substantial and diverse business
expertise, including his previous experience as the chairman and
chief executive officer of SpinCycle and head of the Private
Equity Division and senior vice president of Lehman Brothers.
Additionally, Mr. Ax has strong financial expertise gained
from his financial leadership roles and background as a
certified public accountant and valuable corporate governance
expertise through his board and audit committee experience with
other public companies.
Frederic Rick Welts was appointed a director
in March 2010 and is Chairman of the Corporate Governance and
Nominating Committee and a member of the Audit Committee and
Compensation and Human Resources Committee. Mr. Welts is
the president and chief executive officer of the Phoenix Suns
and oversees the clubs interests in the management of the
US Airways Center and the Phoenix Mercury. Mr. Welts joined
the Suns in July 2002 as president and chief operating officer.
Mr. Welts previously served successful stints in
professional basketball with the NBA league office and the
Seattle SuperSonics. His association with the NBA office spanned
from 1982-99
until he departed as the leagues executive vice president,
chief marketing officer and president of NBA Properties. During
his tenure at the NBA office, Mr. Welts is credited with
the creation of the NBA All-Star Weekend concept in 1984, and
supervised league departments including corporate sponsorship
and media sales, consumer products, media relations, community
relations, team services, special events, creative services, and
retail including the NBA Store and the NBA City
restaurant. He was also responsible for the NBAs
international business activities, from placing preseason games
in foreign countries to opening the leagues first
international office in Australia to supervising six regional
offices and 75 international employees in Asia, Europe,
Australia, Mexico and Canada. Mr. Welts was also
responsible for the 1992 Olympics Dream Team
marketing program as the agent for USA Basketball.
Mr. Welts left the NBA in June 1999 to become president of
Fox Sports Enterprises, a new entity that managed Fox interests
in facilities and sports teams including the Los Angeles
Dodgers, Dodger Stadium, STAPLES Center, the Los Angeles Kings,
Madison Square Garden, the New York Knicks and New York Rangers.
In June 2001, Mr. Welts became a partner in a sports
consulting firm, ONSPORT. Prior to that
start-up
venture, he served as president for one year of First in
Line, a joint venture between USA Networks
TicketMaster and SFX.
The Board believes that Mr. Welts is well qualified to
serve as a director due to his significant marketing experience
and ability to provide guidance to the Company for its branding
and marketing efforts. In addition, Mr. Welts has a proven
track record of leadership experience as the president and chief
executive officer of the Phoenix Suns, along with his background
as an executive with the NBA.
Michael J. Larson has been a director since October 2007
and Chairman of the Board since July 2008 and is Chairman of the
Compensation and Human Resources Committee and a member of the
Audit Committee and Corporate Governance and Nominating
Committee. From May 2002 to April 2008, Mr. Larson served
as Senior Vice President and General Manager of the Personal
Systems Group, Americas for Hewlett-Packard Company. In that
role, he was responsible for Hewlett-Packards business and
consumer PCs, mobile computing devices, workstations, and
managed home products. Mr. Larson joined Hewlett-Packard
following its merger with Compaq Computer Corporation. From 1996
through April 2002, Mr. Larson served in a variety of
senior management
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positions at Compaq including Senior Vice President and General
Manager of the Worldwide Access Business Group, which was
responsible for all consumer and commercial personal computers.
Mr. Larsons professional experience also includes
holding positions of increasing responsibility with companies
such as Toshiba, Sony, The
Coca-Cola
Company Food Division, Johnson & Johnson, and The
Carnation Company. Mr. Larson holds a Bachelor of Arts
degree in Economics from Wake Forest University.
The Board believes that Mr. Larson is well qualified to
serve as a director due to his breadth of experience and success
in guiding the operations of numerous consumer electronics
companies within the Companys target markets. In addition,
Mr. Larson has extensive leadership experience with a
variety of successful consumer electronics companies, including
Hewlett-Packard Company, Compaq Computer Corporation, Toshiba
Corporation and Sony Corporation.
Executive
Officers
Darryl S. Baker joined us in October 2001 as Controller.
Mr. Baker was appointed Vice President in May 2002, Chief
Accounting Officer in April 2006, and Vice President, Chief
Financial Officer and Treasurer in February 2009. Prior to
joining iGo, from 1997 to 2001, Mr. Baker served as
corporate controller for various publicly traded and
entrepreneurial companies, including SkyMall, an integrated
specialty retailer, and Integrated Information Systems, a
provider of secure integrated information solutions. Prior to
1997, Mr. Baker was an audit manager for Ernst &
Young. Mr. Baker frequently serves as a panelist and
lecturer for the Center for Professional Education on various
topics including SEC and Sarbanes-Oxley compliance, share-based
compensation and fair value accounting. Mr. Baker holds a
bachelors degree in Accountancy from the Marriott School
of Management at Brigham Young University and is a Certified
Public Accountant.
Brian M. Roberts joined us in August 2003 as Corporate
Counsel. Mr. Roberts was appointed Secretary in December
2003, General Counsel in May 2005, and Vice President in April
2006. Prior to joining us, Mr. Roberts was an attorney with
the law firm of Snell & Wilmer L.L.P. from September
1998 to August 2003. Mr. Roberts holds a bachelors
degree in Business Administration and a law degree, both of
which were received from the University of Kansas.
Walter F. Thornton joined us in October 2003 as Senior
Financial Analyst and was promoted to Senior Manager of
Corporate Development in November 2004, Director of Product
Marketing & Compatibility in July 2005, Vice President
of Power Product Management in April 2006, and Vice President,
Product Management and Supply Chain in October 2007.
Mr. Thornton is responsible for the Companys product
management, supply chain, compatibility and engineering. Prior
to joining us, Mr. Thornton served as Director of Training
and Development for SpinCycle, Inc. and Cleanwave, Inc., a
partnership between SpinCycle and Shell Chemical.
Mr. Thornton holds an MBA from Thunderbird School of Global
Management and a bachelors degree with concentration in
finance from Georgetown University.
Vote
Required
In order to be elected as a director, a nominee must receive the
affirmative vote of a plurality of the votes of the shares of
common stock present, either in person or by proxy, and entitled
to vote on the election of directors. This means that the
director nominee with the most votes is elected. Under Delaware
law, votes that are withheld will be counted toward a quorum,
but will not affect the outcome of the vote on this proposal.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE
FOR THE ELECTION OF FREDERIC WELTS TO THE BOARD OF
DIRECTORS.
5
BOARD
COMMITTEES, INDEPENDENCE AND MEETING ATTENDANCE
Board and
Committee Independence
The Board of Directors has determined each of the following
directors to be an independent director as such term
is defined in Nasdaq Marketplace Rule 5606(a):
Peter L. Ax
Michael J. Larson
Frederic Welts
In this proxy statement, these three directors are sometimes
referred to individually as an Independent Director
and collectively as the Independent Directors.
The Board of Directors has also determined that each member of
the Audit, Compensation and Human Resources, and Corporate
Governance and Nominating committees meets the independence
requirements applicable to those committees prescribed by the
rules and regulations promulgated by Nasdaq, the Securities and
Exchange Commission and the Internal Revenue Service.
Meetings
of Independent Directors
The Independent Directors meet in executive session at least
twice a year. These meetings are chaired by the Chairman of our
Board or our Lead Independent Director in the event the Chairman
is not independent, who, if necessary, is appointed on an annual
basis. We only appoint a Lead Independent Director in the event
that our Chairman is not an independent member of our Board.
Only Independent Directors are eligible to serve as the Lead
Independent Director. Mr. Larson currently serves as our
Chairman and, because Mr. Larson is an Independent
Director, we do not currently have a Lead Independent Director.
Board and
Committee Meetings
Our Board meets on a regularly scheduled basis to review
significant developments affecting the Company and to act on
matters requiring approval of the Board. It also holds special
meetings when an important matter requires action by the Board
between scheduled meetings. During 2009, the Board held 13
meetings, the Compensation and Human Resources Committee held 7
meetings, the Audit Committee held 8 meetings, and the Corporate
Governance and Nominating Committee held 3 meetings. During
2009, each member of the Board participated in at least 75% of
all Board and applicable committee meetings held during the
period for which he was a director.
Board
Committees
The Board has three standing committees: the Compensation and
Human Resources Committee, the Audit Committee, and the
Corporate Governance and Nominating Committee. Each of these
committees has a written charter which is available on our
website at www.igo.com.
Audit Committee. The Companys Audit
Committee is a separately-designated standing audit committee
established in accordance with Section 3(a)(58)(A) of the
Securities Exchange Act of 1934 (the Exchange Act).
The Audit Committee currently consists of Messrs. Ax
(Chair), Larson and Welts. The Audit Committee aids management
in the establishment and supervision of our financial controls,
evaluates the scope of the annual audit, reviews audit results,
makes recommendations to our Board regarding the selection of
our independent registered public accounting firm, consults with
management and our independent registered public accounting firm
prior to the presentation of financial statements to
stockholders and, as appropriate, initiates inquiries into
aspects of our financial affairs.
The Board has determined that Mr. Ax is an audit
committee financial expert as such term is defined in
Item 407(d) of
Regulation S-K
promulgated by the Securities and Exchange Commission. The Board
of Directors has also determined that each member of the Audit
Committee is independent under the rules stated above under
Board and Committee Independence and is financially
literate under the current listing standards of Nasdaq.
Information about Mr. Axs past business and
educational experience is included in his biography in this
proxy statement under the caption
Proposal No. 1 Election of
Directors Nominees, Continuing Directors and
Executive Officers.
6
Compensation and Human Resources
Committee. The Compensation and Human Resources
Committee, which we refer to as the Compensation Committee,
currently consists of Messrs. Larson (Chair), Ax and Welts.
The Compensation Committee makes determinations concerning
salaries and incentive compensation for our executive officers,
directors and certain employees and consultants and administers
our incentive plans and our incentive compensation program. The
Board of Directors has determined that each member of the
Compensation Committee is independent under the rules stated
above under Board and Committee Independence.
The Compensation Committees membership is determined by
the Board of Directors and during most of 2009 was composed of
two Independent Directors. The Compensation Committee has the
authority to delegate any of its responsibilities to
subcommittees as the Compensation Committee may deem appropriate
in its sole discretion. During 2009, the Compensation Committee
did not delegate any of its responsibilities.
For more information on the processes and procedures for the
consideration and determination of executive compensation,
please refer to the discussion under Executive
Compensation Compensation Discussion and
Analysis Our Compensation Committee.
Corporate Governance and Nominating
Committee. The Corporate Governance and
Nominating Committee, which we refer to as the Nominating
Committee, consists of Messrs. Welts (Chair), Ax and
Larson. The Nominating Committees role is to assist the
Board in identifying qualified individuals to become members of
the Board, in determining the composition of the Board and its
committees, in monitoring a process to assess Board
effectiveness and in developing and implementing the
Companys corporate governance policies and practices. The
Board of Directors has determined that each member of the
Nominating Committee is independent under the rules stated above
under Board and Committee Independence.
Director
Nominations Policy
The Companys Board of Directors has adopted a Director
Nominations Policy. The purpose of the Nominations Policy is to
describe the process by which candidates are selected for
possible inclusion in the Companys recommended slate of
director nominees (Candidates). The Nominations
Policy is administered by the Nominating Committee and can be
obtained on our website at www.igo.com.
Minimum
Criteria for Board Members
Each Candidate must possess at least the following specific
minimum qualifications:
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each Candidate shall be prepared to represent the best interests
of all of the Companys stockholders;
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each Candidate shall be an individual who has demonstrated
integrity and ethics in his or her personal and professional
life and shall have established a record of professional
accomplishment in his or her chosen field;
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each Candidate shall be prepared to participate fully in Board
activities, including active membership on at least one Board
committee and attendance at, and active participation in,
meetings of the Board and the committee or committees of which
he or she is a member, and shall not have other personal or
professional commitments that would, in the Nominating
Committees sole judgment, interfere with or limit his or
her ability to do so; and
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each Candidate shall be willing to make, and shall be
financially capable of making, the required investment in the
Companys stock in the amount and within the timeframe
specified in the Companys Corporate Governance Guidelines.
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Desirable
Qualities and Skills
In addition, the Nominating Committee also considers it
desirable that Candidates possess the following qualities or
skills:
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each Candidate should contribute positively to the existing
chemistry and collaborative culture among Board members; and
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each Candidate should possess professional and personal
experiences and expertise relevant to the Companys goal of
being the leading provider of innovative products and solutions
for the mobile electronics industry.
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7
Although the Board does not have a formal diversity policy with
regard to Candidates, the Nominating Committee does look for
Candidates with diverse talents, backgrounds and perspectives.
Internal
Process for Identifying Candidates
The Nominating Committee has two primary methods for identifying
Candidates (other than those proposed by the Companys
stockholders, as discussed below). First, on a periodic basis,
the Nominating Committee solicits ideas for possible Candidates
from a number of sources members of the Board;
senior level Company executives; individuals personally
known to the members of the Board; and research, including
database and Internet searches.
Second, the Nominating Committee may from time to time use its
authority under its charter to retain at the Companys
expense one or more search firms to identify Candidates (and to
approve such firms fees and other retention terms). If the
Nominating Committee retains one or more search firms, the
search firm may be asked to identify possible Candidates who
meet the minimum and desired qualifications expressed in the
Nominations Policy, to interview and screen such candidates
(including conducting appropriate background and reference
checks), to act as a liaison among the Board, the Nominating
Committee and each Candidate during the screening and evaluation
process and thereafter to be available for consultation as
needed by the Nominating Committee.
The Nominations Policy for Candidates proposed by stockholders
is set forth below.
Nomination
Right of Stockholders
Any stockholder of the Company may nominate one or more persons
for election as a director of the Company at an annual meeting
of stockholders if the stockholder complies with our bylaws and
our Nominations Policy. In order for the director nomination to
be considered, it must be timely, which means a stockholder must
deliver notice to the Companys principal executive offices
not less than 120 days prior to the anniversary of the date
of the Companys proxy statement released to stockholders
in connection with the previous years annual meeting. In
the event that the Company sets an annual meeting date that is
not within 30 days before or after the date of the
immediately preceding annual stockholders meeting, notice by the
stockholder must be received no later than the close of business
on the 10th day following the day on which notice of the
date of the annual meeting was mailed or public disclosure of
the date of the annual meeting was made, whichever occurs first.
The procedures described in the next paragraph are meant to
establish an additional means by which certain stockholders can
have access to the Companys process for identifying and
evaluating Candidates, and is not meant to replace or limit
stockholders general nomination rights in any way. In
addition to those Candidates identified through its own internal
processes, the Nominations Policy also provides that
stockholders may nominate directors pursuant to the procedures
set forth in the Companys Bylaws.
Evaluation
of Candidates
The Nominating Committee will consider all Candidates identified
through the processes described above, and will evaluate each of
them, including incumbents, based on the same criteria.
If, based on the Nominating Committees initial evaluation,
a Candidate continues to be of interest to the Nominating
Committee, a member of the Nominating Committee, the Chairman of
the Board or the chief executive officer will interview the
Candidate and communicate his or her evaluation to the
Nominating Committee members. Subsequent reviews may be
conducted by other members of the Nominating Committee and
senior management. Ultimately, background and reference checks
will be conducted and the Nominating Committee will meet to
finalize its list of recommended Candidates for the Boards
consideration.
Future
Revisions to the Nominations Policy
The Nominations Policy is intended to provide a flexible set of
guidelines for the effective functioning of the Companys
director nominations process. The Nominating Committee intends
to review the Nominations Policy at least annually and
anticipates that modifications will be necessary from time to
time as the Companys needs and circumstances evolve, and
as applicable legal or listing standards change. The Nominating
Committee may amend the Nominations Policy at any time, in which
case the most current version will be available on the
Companys web site at www.igo.com.
8
COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of Messrs. Ax, Larson or Welts, nor Larry M. Carr, all
of whom served as a member of our Compensation Committee during
the past year, has at any time been one of our officers or
employees nor had any relationship that required disclosure
under Item 404 of
Regulation S-K.
None of our executive officers serves as a member of the board
or compensation committee of any entity which has one or more
executive officers serving as a member of our Board or
Compensation Committee.
CORPORATE
GOVERNANCE
Corporate
Governance Policies
Current copies of the following materials related to iGos
corporate governance policies and practices are available
publicly on the Companys web site at www.igo.com:
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Audit Committee Charter;
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Compensation and Human Resources Committee Charter;
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Corporate Governance and Nominating Committee Charter;
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Corporate Governance Guidelines;
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Director Nominations Policy;
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Code of Business Conduct and Ethics; and
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Policy for Reporting Questionable Accounting or Auditing Matters.
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Copies may also be obtained, free of charge, by writing to:
Secretary, iGo, Inc., 17800 N. Perimeter Dr.,
Suite 200, Scottsdale, Arizona 85255.
Stockholders may communicate directly with any or all of our
Board members or any Board committee by writing to such
individuals or committees in care of our Secretary. The
Secretary will forward any such communications to the addressee
on a regular basis. The Chairman of the Board will receive all
communications directed to the Board, and the Chairman of each
committee will receive all communications directed to that
specific committee. Please address any written communications as
follows:
iGo, Inc.
[Addressee*]
c/o Secretary
17800 N. Perimeter Dr., Suite 200
Scottsdale, Arizona 85255
*Board of
Directors
*Audit Committee
*Compensation and Human Resources Committee
*Corporate Governance and Nominating Committee
*Name of individual director
The Corporate Governance Guidelines require each Board member to
attend the Companys annual meeting of stockholders except
for absences due to causes beyond the reasonable control of the
director. There were four directors at the time of the 2009
annual meeting of stockholders and, with the exception of Larry
M. Carr who was very ill, all members were present.
Our Code of Business Conduct and Ethics applies to all of our
directors, officers and employees. A copy of the Code of
Business Conduct and Ethics is posted on our Internet website at
www.igo.com. If we make any amendment to, or grant any waivers
of, a provision of the Code of Business Conduct and Ethics that
applies to our principal executive officer, principal financial
officer, principal accounting officer or controller, or persons
9
performing similar functions, where such amendment or waiver is
required to be disclosed under applicable SEC rules, we intend
to disclose such amendment or waiver and the reasons therefore
on our Internet website at www.igo.com.
Board
Leadership Structure
The Board of Directors has adopted a leadership structure
whereby there is always a Lead Independent Director. Currently,
the Chairman of our Board of Directors is an independent
director and, therefore, fills the Lead Independent Director
role. If, however, at any time the Chairman of the Board of
Directors was also serving as the Chief Executive Officer or was
otherwise not independent, then a Lead Independent Director
would be appointed. We believe that having a Chairman or Lead
Independent Director at all times provides strong leadership for
the Board of Directors and helps ensure critical and independent
thinking by guiding Board processes and presiding at Board
meetings and executive sessions of the independent directors.
Our Chief Executive Officer is also a member of the Board of
Directors, which we believe is critical to ensuring that
material information is directly and readily available to the
directors in their deliberations. We believe our structure is
the proper leadership structure for our Company at this time and
demonstrates our commitment to good corporate governance.
Board of
Directors Role in Risk Oversight
As a smaller Company, the entire executive management team
shares in the responsibility of risk assessment and management.
Each member of the management team has direct access to the
Board and its committees to ensure that all risk issues are
frequently and openly communicated. The Board of Directors
closely monitors the information it receives from management and
provides oversight and guidance to our executive management team
regarding the assessment and management of risk. For example,
the Board reviews and approves the Companys high level
strategies, goals and policies to set the tone and direction for
ensuring appropriate risk taking within the business.
In addition to discussions at regular Board meetings, our Audit
Committee also meets separately with representatives of our
independent registered public accounting firm to determine
whether any material financial risks or any deficiencies in our
internal controls over financial reporting have been identified
and, if so, the executive management teams plans to
rectify or mitigate these risks. In addition, our Board and its
committees have access at all times to the Companys
management to discuss any matters of interest, including those
related to risk. Those members of our executive management team
who are most knowledgeable of the issues facing the Company also
regularly attend Board meetings to provide additional insight
into items being discussed, including risk exposures. We believe
that our Board leadership structure enables senior management to
communicate identified risks to our Board and affords a free
flow of communication between the Board and executive management
regarding risk identification and mitigation.
DIRECTOR
COMPENSATION
Director
Compensation Program
The Compensation Committee is responsible for reviewing and
approving the compensation of our non-employee directors. All of
our non-employee directors are paid under the same compensation
program. Officers of iGo who also serve as directors do not
receive any additional compensation for services as a director.
We use a combination of cash and equity-based compensation to
attract and retain our non-employee directors. Compensation for
our non-employee directors typically consists of a monthly cash
retainer, meeting fees, and annual grants of restricted stock
units (RSUs). Stock options are not currently a part
of our non-employee director compensation program, and we do not
provide retirement benefits to our non-employee directors. In
the past, we have granted equity awards under the 2004
Non-Employee Director Long-Term Incentive Plan (the
2004 Director Plan). Under this plan, we were
able to grant stock options, stock appreciation rights,
restricted stock awards and other stock awards as a means to
attract and retain qualified individuals to serve on our Board
and to align their interests with those of our stockholders. The
2004 Director Plan is administered and interpreted by our
Compensation Committee. The Compensation Committee has the
authority to determine the members of our Board to whom
10
grants will be made, the time when grants will be made, and the
type, size, and terms of each grant. The Compensation Committee
also has the authority to deal with any other matters arising
under the 2004 Director Plan. However, the Compensation
Committee does not have authority to re-price stock options or
stock appreciation rights awarded under the Director Plan
without stockholder approval.
Effective April 2, 2010, the compensation program for our
non-employee directors currently consists of the following:
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a cash retainer of $5,000 per month for the Chairman of the
Board;
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a cash retainer of $2,500 per month for all members other than
the Chairman of the Board;
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a cash retainer of $500 per month for the Lead Independent
Director, if elected;
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a cash meeting fee of $3,500 for each annual meeting of
stockholders attended;
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a cash meeting fee of $2,500 for each board meeting attended in
person;
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a cash meeting fee of $600 for each committee meeting and
telephonic board meeting;
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a grant of 60,000 RSUs upon election, or re-election, to the
board of directors that vests on a pro rata basis of one-third
per year on the anniversary of the grant date, subject to
earlier vesting, on a pro rata basis, upon a directors
death, disability, or retirement;
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an annual grant of 4,000 RSUs upon appointment to any board
committee that vests in full on the first anniversary of the
grant date, subject to earlier vesting, on a pro rata basis,
upon a directors death, disability, or retirement;
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an annual grant of 3,000 RSUs to the Chairman of the Audit
Committee that vests in full on the first anniversary of the
grant date, subject to earlier vesting, on a pro rata basis,
upon the directors death, disability, or retirement;
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an annual grant of 2,500 RSUs to the Chairman of the
Compensation and Human Resources Committee that vests in full on
the first anniversary of the grant date, subject to earlier
vesting, on a pro rata basis, upon the directors death,
disability, or retirement;
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an annual grant of 2,500 RSUs to the Chairman of the Corporate
Governance and Nominating Committee that vests in full on the
first anniversary of the grant date, subject to earlier vesting,
on a pro rata basis, upon the directors death, disability,
or retirement; and
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an annual grant of 10,000 RSUs upon election, or re-election to
the Chairman of the Board of Directors that vests in full on the
first anniversary of the grant date, subject to earlier vesting,
on a pro rata basis, upon a directors death, disability,
or retirement.
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Directors are also reimbursed for expenses in connection with
their attendance at board and committee meetings.
As discussed later in this proxy statement, we are asking our
stockholders to approve an amendment to our Omnibus Long-Term
Incentive Plan (the Omnibus Plan) to include
non-employee directors as eligible participants. As of
April 5, 2010, we have 53,944 shares remaining that
are authorized for issuance under the 2004 Director Plan.
This amount is insufficient to continue with our non-employee
director compensation program as described above. Accordingly,
if the stockholders approve Proposal No. 2 to amend
the Omnibus Plan to include non-employee directors as eligible
participants, the Board intends to continue with the
non-employee director compensation program described above and
will make the 2010 and future RSU grants to non-employee
directors under the Omnibus Plan
and/or the
2004 Director Plan. However, if the stockholders do not
approve Proposal No. 2, the Board intends to
restructure its non-employee director compensation program and
such compensation program could involve a higher level of cash
compensation for our non-employee directors.
11
Director
Compensation Table
The following table sets forth information regarding the
compensation of our non-employee directors for 2009.
Mr. Heil, who is our President and Chief Executive Officer,
does not receive any additional compensation for his service as
a director.
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Fees Earned
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or Paid
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Stock
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Name
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in Cash ($)
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Awards ($)(1)
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Total ($)
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Peter L. Ax
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59,700
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5,325
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65,025
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Larry M. Carr(2)
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47,713
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4,970
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52,683
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Michael J. Larson
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89,700
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12,070
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101,770
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Frederic Welts
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-0-
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-0-
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-0-
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(1) |
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The amount of RSUs granted in 2009 and the grant date fair value
computed in accordance with FASB ASC Topic 718 is as follows: |
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Name
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Number of RSUs
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$ Amount
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Peter L. Ax
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7,500
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5,325
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Larry M. Carr
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7,000
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4,970
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Michael J. Larson
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17,000
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12,070
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Frederic Welts
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-0-
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-0-
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A discussion of the assumptions used in calculating the grant
date fair value is set forth in Note 14 to the Notes to our
consolidated financial statements included in our Annual Report
on
Form 10-K. |
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RSUs granted to the non-employee directors in 2007, 2008 and
2009 for their re-election to the Board vest 100% on the third
anniversary of the grant date, and may vest earlier, on a pro
rata basis, upon the individuals death, disability or
retirement. RSUs granted to the non-employee directors in 2007,
2008 and 2009 for their service as a member or Chairman of the
Board or a Board committee vest 100% upon the one year
anniversary of the grant date, and may vest earlier, on a pro
rata basis, upon the individuals death, disability or
retirement. |
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The number of RSUs held by the non-employee directors at
December 31, 2009 was as follows: Mr. Ax (41,666),
Mr. Larson (52,833), and Mr. Welts (0). The amount
shown in this column reflects the grant date fair value for the
RSUs granted to the Directors during 2009. |
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Mr. Carr passed away on November 8, 2009. |
EXECUTIVE
COMPENSATION
Compensation
Discussion and Analysis
We compensate our management through a combination of base
salary, annual incentive bonuses and long-term equity based
awards which are designed to align executive performance with
the long-term interests of our stockholders.
This section discusses the principles underlying our executive
compensation policies and decisions and the most important
factors relevant to an analysis of these policies and decisions.
It provides qualitative information regarding the manner and
context in which compensation is awarded to and earned by our
executive officers and places in perspective the data presented
in the tables and narrative that follow.
Our
Compensation Committee
Our Compensation Committee approves, implements and monitors all
compensation and awards to executive officers, including the
chief executive officer, chief financial officer and the other
executive officers named in the Summary Compensation Table
included in this proxy statement, all of whom we refer to as the
named executive officers or NEOs.
12
The Compensation Committees membership is determined by
the Board of Directors and is currently composed of
Messrs. Larson (Chairman), Ax and Welts. The Compensation
Committee has the authority to delegate any of its
responsibilities to subcommittees as the Committee may deem
appropriate in its sole discretion. During 2009, the
Compensation Committee did not delegate any of its
responsibilities. The Compensation Committee did not engage any
consultants in 2007, 2008 or 2009, although they have the
authority and funding to do so if they determine such
consultation is needed.
The Compensation Committee meets throughout the year in person,
and by phone, to perform its duties and periodically approves
and adopts, or makes recommendations to the Board for, the
Companys compensation decisions (including the approval of
grants of RSUs to our NEOs). The CEO and the General Counsel
attend regular Committee meetings and, on occasion, meetings
will conclude with an executive session during which only the
Committee members are present.
The Compensation Committee meets outside the presence of all of
our executive officers, including the NEOs, to consider
appropriate compensation for our chief executive officer. For
all other NEOs, the Compensation Committee meets outside the
presence of all executive officers except our CEO and our
General Counsel. The General Counsel recuses himself when the
Compensation Committee discusses his compensation. Our CEO
annually reviews each other NEOs performance with the
Compensation Committee and makes recommendations to the
Compensation Committee with respect to the appropriate base
salary, payments to be made under our annual cash incentive
program, and the grants of long-term equity incentive awards for
all executive officers, excluding himself. Based in part on
these recommendations from our CEO and other considerations
discussed below, the Compensation Committee approves the annual
compensation package of our executive officers other than our
CEO. The Compensation Committee also annually analyzes our
CEOs performance and determines his base salary, annual
cash incentive plan payout and long-term equity awards based on
its assessment of his performance. The annual performance
reviews of our NEOs are considered by the Compensation Committee
when making decisions on setting base salary, targets for, and
payments under our annual cash incentive plan and grants of
long-term equity incentive awards. When making decisions on
setting base salary, targets for and payments under our annual
cash incentive program and grants of long-term equity incentive
awards for new executive officers, the Compensation Committee
considers the importance of the position to us, the past salary
history of the executive officer and the contributions to be
made by the executive officer to us.
The Compensation Committee reviewed all components of
compensation for our executive officers, including salary,
target bonus, the dollar value to the executive and cost to us
of all perquisites and all severance and change of control
arrangements. Based on this review, the Compensation Committee
determined that the compensation paid to our NEOs reflected our
compensation philosophy.
Compensation
Philosophy
Our executive compensation plans have been designed to attract,
retain and reward high caliber executives who are expected to
formulate and execute our business plans in a manner that will
provide our stockholders with a higher than average return on
our common stock, while ensuring that our compensation levels
are fair and appropriate to both our executives and
stockholders. We believe that the compensation of our NEOs
should focus their actions and efforts on the achievement of
both individual and corporate annual targets as well as
long-term business objectives and strategies. Specifically, the
goals and objectives of our compensation program are:
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to encourage growth and create increased stockholder value
through the efficient use of corporate assets;
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to recognize the contribution made by exceptional
management; and
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to provide the framework, as a component of the total
compensation program, to attract, retain and motivate highly
qualified management personnel.
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To achieve these goals, we integrate base compensation with
incentive cash bonuses based upon a variety of factors that
include our operating performance, as well as each
participants individual initiative and performance. The
three main elements of our compensation plans and policies, base
salary, annual incentive cash bonuses and long-term incentives
in the form of equity grants, have been designed to
significantly link total compensation with our operating
performance. We do not use a mechanical formula for determining
the mix of types of compensation
13
paid to each of our NEOs; rather, we look at each
individuals performance and our corporate performance and
the CEOs (except with respect to his own compensation) and
the Committees judgment and experience to determine an
appropriate mix of compensation for each individual.
Encouraging
Growth and Increasing Stockholder Value.
Because we are a relatively small company with limited capital
resources, we believe it is incumbent upon our NEOs to utilize
our available assets in an efficient manner. We have developed
performance criteria measuring revenue growth, profit and loss
performance and other qualitative factors based on achievement
of specific tactical goals that support our strategic
initiatives in order to motivate our NEOs to efficiently use our
corporate assets. We believe that these measures reflect the
efficient use of corporate assets because, if achieved, they
will result in improved performance and increased profitability.
We provide equity incentives, currently in the form of RSUs with
time-based vesting, so that our NEOs will be incentivized to
increase stockholder value over the long term and encourage our
NEOs to remain with the Company. We utilize RSUs rather than
other forms of equity compensation because we believe that RSUs
effectively meet our equity incentive objectives and the
accounting treatment of RSUs is more attractive than that of
other forms of equity compensation in light of FASB ASC Topic
718.
Recognizing
Contributions.
We use a combination of company goals and individual performance
measures to motivate exceptional performance. We award annual
cash bonuses based upon a variety of factors that include our
operating performance, which we believe is best measured by
revenue growth and earnings before interest, taxes, depreciation
and amortization, or EBITDA, as well as each participants
individual initiative and performance as measured by individual
goals unique to the NEOs position and responsibilities. To
compute EBITDA, we begin with reported net income (loss) as
reported in accordance with generally accepted accounting
principles. We then subtract interest income and add income tax
expense, depreciation and amortization, non-cash charges, and
other items as determined in the discretion of the Compensation
Committee.
Elements
of the Compensation Program
Our executive compensation program is designed to reflect the
philosophy and objectives we have described above. The elements
of executive pay are presented in the table below and discussed
in more detail in the following paragraphs:
|
|
|
|
|
Component
|
|
Type of Payment
|
|
Goal and Objective
|
|
Base Salary
|
|
Fixed annual cash payments with each executive eligible for
annual increase.
|
|
Attract and retain executive talent.
|
Annual Incentive Bonus
|
|
Company and individual performance-based annual cash payment.
|
|
Encourage growth/increase stockholder value. Recognize
contribution of management.
|
Long-term Incentives
|
|
Company and individual performance-based equity awards.
|
|
Align interests of executives with those of our stockholders.
Encourage executive retention.
|
We view these components of compensation as related, but
distinct. Although our Compensation Committee does review total
compensation, we do not believe that significant compensation
derived from one component of compensation should negate or
reduce compensation from other components. The Compensation
Committee determines the appropriate level for each compensation
component based in part, but not exclusively, on competitive
benchmarking consistent with our recruiting and retention goals,
our view of internal equity and consistency, and other
considerations we deem relevant, such as rewarding extraordinary
performance. In setting compensation in the past, the
Compensation Committee has utilized competitive benchmarking
derived from reports obtained from the American Electronics
Association (AeA) and Watson Wyatt which offer compensation data
for companies in the electrical equipment and electronics
industry that generate less than $100 million in revenue.
We believe that, as is common in the technology sector,
long-term equity awards are the primary compensation-related
motivator in attracting and retaining employees and that salary
and bonus levels are
14
secondary considerations to most employees. Except as described
below, our Compensation Committee has not adopted any formal or
informal policies or guidelines 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. Our Compensation Committees
philosophy, however, is to make a greater percentage of an
employees compensation performance-based as he or she
becomes more senior and to keep cash compensation to the minimum
competitive level while providing the opportunity to be well
rewarded through equity if the Company performs well over time.
Base Salary. During 2009, the Compensation
Committee determined base salaries for our NEOs based primarily
upon a comparative analysis of competitive pay practices for
similarly-situated companies as set forth in compensation
reports obtained from AeA and Watson Wyatt. The Compensation
Committee also considered other factors including the executive
officers role, past performance, experience and
capabilities. The Compensation Committee does not assign
relative weights to these factors but instead makes a subjective
determination based on all of the factors. Base salaries are
reviewed on an annual basis as well as at the time of any
promotions or other changes in responsibilities. In determining
whether base salaries should be increased, the Compensation
Committee evaluates individual performance and the peer group
pay levels for similar positions. We believe that the salaries
paid achieved our objectives and were appropriate.
Effective April 1, 2009, in connection with
Mr. Bakers promotion to Vice President and Chief
Financial Officer, his base salary was increased by $20,000 to a
total base salary of $195,000 and Mr. Heils base
salary was decreased by $20,000 to a total base salary of
$380,000 per year. During 2009, there was no adjustment to
Mr. Roberts or Mr. Thorntons base salary.
Incentive Compensation. The Compensation
Committee is responsible for administering and interpreting our
incentive compensation program, including determining
eligibility, approving performance goals and plans, and
determining bonus awards. For 2008 and 2009, the Compensation
Committee adopted an incentive bonus plan based primarily on
EBITDA and revenue targets but did not set specific individual
goals for each participant. We use EBITDA as a performance
target because we believe it accurately reflects our
compensation philosophy of encouraging growth and creating
increased stockholder value through the efficient use of
corporate assets. Because it eliminates non-cash charges such as
depreciation and amortization, we believe that EBITDA provides a
good measure not only of our sales growth but also our ability
to control costs. In addition to EBITDA, we added a revenue
target for 2008 and 2009 because we believe it encourages sales
growth and accounts for our desire to invest in the long-term
growth of our business, potentially at the expense of our
near-term EBITDA, when growth opportunities present themselves.
The determination of whether to make incentive compensation
payments under the incentive compensation program takes into
account input from our NEOs and the Compensation
Committees consideration, among other things, of one or
more of the goals outlined below. The Compensation Committee has
the discretion to take individual performance into account and
to make adjustments, up or down, of the amount to be paid under
the formula described below. For example, while we achieved an
EBITDA target during 2005 that would have resulted in payouts in
2006 under the discretionary bonus plan at the 80% level, the
Compensation Committee determined, based on its review of our
operating performance, that bonus awards at this level were not
appropriate. The Compensation Committee did, however, grant
discretionary bonuses for 2005 at a level ranging between 6% and
10% of base compensation to reward the executive officers and
select personnel for their performance in connection with the
sale of a portfolio of 46 patents and patents pending related to
iGos Split Bridge and serialized PCI intellectual property
for $13 million.
We do not use historical performance as a predictor of future
performance. Our future financial results, including EBITDA and
revenue, are subject to many risk factors, all of which are
detailed in our Annual Report on
Form 10-K
for the year ended December 31, 2009 (see Risk Factors
section), and contribute to our belief that our incentive
performance goals should be challenging to obtain. Some of these
challenges include our ability to generate new, and replace
lost, customers, our ability to develop new products and
technology, our ability to obtain adequate pricing for our
products, and to improve our cost structure. For these reasons,
we expect the 2010 performance targets to be difficult to
achieve.
15
The following is a summary of the individual incentive
compensation programs for our NEOs during 2009:
Michael D. Heil. Under the 2009 program, the
EBITDA and revenue targets accounted for 60% and 40% of
Mr. Heils targeted bonus, respectively. The 2009
EBITDA and revenue targets were not achieved, and as a result,
Mr. Heil did not receive a bonus for 2009.
Joan W. Brubacher. Ms. Brubacher did not
participate in the 2009 program as a result of her departure
from the Company on February 18, 2009.
Darryl S. Baker. Under the 2009 program, the
EBITDA and revenue targets accounted for 60% and 40% of
Mr. Bakers targeted bonus, respectively. The 2009
EBITDA and revenue targets were not achieved, and as a result,
Mr. Baker did not receive a bonus for 2009.
Brian M. Roberts. Under the 2009 program, the
EBITDA and revenue targets accounted for 60% and 40% of
Mr. Roberts targeted bonus, respectively. The 2009
EBITDA and revenue targets were not achieved, and as a result,
Mr. Roberts did not receive a bonus for 2009.
Walter F. Thornton. Under the 2009 program,
the EBITDA and revenue targets accounted for 60% and 40% of
Mr. Thorntons targeted bonus, respectively. The 2009
EBITDA and revenue targets were not achieved, and as a result,
Mr. Thornton did not receive a bonus for 2009.
Equity Compensation. We believe that stock
ownership by our executive officers, through our equity-based
compensation plans, aligns the interests of the executive
officers with those of our stockholders. By using equity-based
compensation, over a period of time, our executive officers
should become larger holders of common stock. This is intended
to strengthen their identification and interests with our
stockholders and make increasing stockholder value an even more
important focus for our management group. In addition, the
Compensation Committee believes that the use of equity-based
compensation combined with a focus on our operating performance
will create a balance of these two long-term objectives.
Long-term equity grants are made under Omnibus Plan adopted by
the Companys stockholders at its 2004 annual meeting. The
Compensation Committee may make the following types of grants
under the Omnibus Plan, with terms to be established by the
Compensation Committee:
|
|
|
|
|
Stock options;
|
|
|
|
Stock appreciation rights;
|
|
|
|
Restricted stock awards;
|
|
|
|
Performance awards; and
|
|
|
|
Other stock-based awards.
|
The total aggregate number of shares of our common stock that
may be issued under the Omnibus Plan is 2,350,000 shares.
This share limit is adjusted in the event of a stock dividend,
spin-off, merger or other event affecting our capitalization.
The Omnibus Plan will terminate in March 2014.
Prior to 2005, we granted stock options as the main form of
equity-based incentives. We selected options because of the
widespread expectation of employees in our industry that they
would receive stock options and the favorable accounting and tax
treatment to us. However, beginning in 2005, with our adoption
of Financial Accounting Standards No. 123(R), the
accounting treatment of stock options became less attractive. As
a result, beginning in 2005, we began granting long-term,
equity-based compensation in the form of RSUs pursuant to a
Company-wide equity compensation program adopted by the
Compensation Committee in 2004. These RSUs were granted under
the Omnibus Plan.
All full-time employees, including the NEOs, are eligible to
receive RSUs. We believe that RSUs serve to recognize the
contribution of our employees and encourage long-term employee
retention. We set the vesting of these RSUs based primarily on
continued service with the Company. All RSUs granted since
January 2007 are time-based awards, with vesting generally
occurring 25% per year over four years. Previously, for RSUs
granted between January 2005 and January 2007, vesting was
primarily set on a time-based schedule with all RSUs fully
vesting in
16
January 2010; however, they could have vested earlier upon the
achievement of specific performance objectives tied to EBITDA
and net income per share. We chose these objectives because we
believed that the EBITDA and net income objectives were aligned
with our goal of providing superior stockholder returns. As a
result of the achievement of the 2007 EBITDA target, 50% of the
RSUs granted between January 2005 and January 2007 vested in
March 2008, and the remaining 50% vested in January 2010.
Currently, all of our outstanding RSUs have time-based vesting
parameters and are not eligible for earlier performance-based
vesting. All of our outstanding RSUs, however, regardless of
when granted, may vest earlier, on a pro-rata basis, upon the
death, disability, termination without cause, or retirement of
the plan participants. This accelerated vesting is discussed
under Employment Agreements and Termination Payments
below. Although company-wide grants of RSUs have traditionally
been made on a biennial basis since 2005, we chose not to issue
a company-wide grant of RSUs during 2009. Notwithstanding our
decision to forego a company-wide grant of RSUs in 2009, we
intend to continue to issue quarterly grants of RSUs to newly
hired employees and existing employees who have been promoted.
We do not time RSU or other equity grants in coordination with
the release of material non-public information.
During 2008, we made additional grants of RSUs to various
executives, including some of our NEOs and amended the vesting
terms of our CEOs performance-based grant to instead tie
the vesting of these RSUs to continued service with the Company.
We made this grant and amendment in order to encourage continued
service by our NEOs and to align their interests with those of
our stockholders.
Other
Executive Benefits and Perquisites
Our NEOs are eligible to participate in all of our employee
benefit plans, such as medical, dental, group life, long-term
disability insurance and our 401(k) plan. In addition,
Mr. Heil received, and Ms. Brubacher received prior to
her departure, a supplemental executive health insurance policy
and reimbursement for their home internet costs. These
supplemental health insurance policies were terminated in
January 2010.
Other
Compensation Matters
Deductibility of Executive
Compensation. Section 162(m) of the Internal
Revenue Code limits the tax deductibility by a publicly-held
corporation of compensation in excess of $1 million paid to
the CEO or any other of its four most highly compensated
executive officers, unless that compensation is
performance-based compensation as defined by the
Internal Revenue Code. The Compensation Committee considers
deductibility under Section 162(m) with respect to our
compensation arrangements with executive officers. However, the
Compensation Committee and the Board believe that it is in the
best interest of iGo that the Compensation Committee retain its
flexibility and discretion to make compensation awards, whether
or not deductible, in order to foster achievement of performance
goals established by the Compensation Committee as well as other
corporate goals that the Compensation Committee deems important
to our success, such as encouraging employee retention and
rewarding achievement. Historically, we have not paid
compensation to our executive officers that resulted in any
amount that was not deductible under Section 162(m).
Policy on Recovery of Compensation. Our CEO
and CFO are required to repay certain bonuses and equity-based
compensation they receive if we are required to restate our
financial statements as a result of misconduct as required by
the Sarbanes-Oxley Act of 2002.
17
SUMMARY
COMPENSATION TABLE
The following table sets forth information regarding the
compensation of our CEO, our CFO, and our three other highest
paid executive officers for 2009, 2008 and 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Incentive Plan
|
|
All Other
|
|
|
Name and Principal
|
|
|
|
Salary
|
|
Bonus
|
|
Awards(1)
|
|
Compensation(2)
|
|
Compensation(3)
|
|
Total
|
Position
|
|
Year
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
Michael D. Heil
|
|
|
2009
|
|
|
|
400,538
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,904
|
|
|
|
409,442
|
|
President, Chief
|
|
|
2008
|
|
|
|
400,000
|
|
|
|
|
|
|
|
|
|
|
|
164,134
|
|
|
|
14,079
|
|
|
|
578,213
|
|
Executive Officer
|
|
|
2007
|
|
|
|
223,077
|
|
|
|
|
|
|
|
2,960,000
|
|
|
|
190,193
|
|
|
|
11,852
|
|
|
|
3,385,122
|
|
and Member of the Board
of Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joan W. Brubacher(4)
|
|
|
2009
|
|
|
|
51,635
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
233,597
|
|
|
|
285,232
|
|
Former Executive
|
|
|
2008
|
|
|
|
265,577
|
|
|
|
|
|
|
|
258,000
|
|
|
|
93,407
|
|
|
|
19,687
|
|
|
|
636,671
|
|
Vice President and
|
|
|
2007
|
|
|
|
258,500
|
|
|
|
|
|
|
|
251,250
|
|
|
|
105,353
|
|
|
|
8,891
|
|
|
|
623,994
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Darryl S. Baker
|
|
|
2009
|
|
|
|
196,577
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,474
|
|
|
|
205,051
|
|
Vice President and
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Walter F. Thornton
|
|
|
2009
|
|
|
|
197,308
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,451
|
|
|
|
206,759
|
|
Vice President, Product
|
|
|
2008
|
|
|
|
190,000
|
|
|
|
|
|
|
|
161,250
|
|
|
|
38,982
|
|
|
|
3,215
|
|
|
|
393,447
|
|
Management and Supply
|
|
|
2007
|
|
|
|
166,923
|
|
|
|
|
|
|
|
73,281
|
|
|
|
34,015
|
|
|
|
6,854
|
|
|
|
281,073
|
|
Chain
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brian M. Roberts
|
|
|
2009
|
|
|
|
202,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,710
|
|
|
|
209,210
|
|
Vice President, General
|
|
|
2008
|
|
|
|
186,231
|
|
|
|
|
|
|
|
161,250
|
|
|
|
32,750
|
|
|
|
6,200
|
|
|
|
386,431
|
|
Counsel and Secretary
|
|
|
2007
|
|
|
|
165,000
|
|
|
|
|
|
|
|
142,481
|
|
|
|
33,623
|
|
|
|
6,362
|
|
|
|
347,466
|
|
|
|
|
(1) |
|
The amount shown in this column reflects the grant date fair
value of RSU awards computed in accordance with ASC Topic 718.
There were no forfeitures by the NEOs in 2009, 2008 and 2007. A
discussion of the assumptions used in calculating the grant date
fair value is set forth in Note 14 to the Notes to our
consolidated financial statements included in our Annual Report
on
Form 10-K. |
|
(2) |
|
The amount shown in this column represents the annual cash
incentive award earned under the Companys incentive cash
bonus plan. |
|
(3) |
|
The amounts set forth under All Other Compensation
represent the aggregate dollar amount for each NEO for
perquisites and other personal benefits, 401(k) contributions by
the Company, executive health insurance, travel expenses, home
internet reimbursement, and severance pay and paid time off
payout. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance Pay
|
|
|
|
|
401(k)
|
|
Executive
|
|
|
|
|
|
and Paid
|
|
|
|
|
Match
|
|
Health
|
|
Travel
|
|
Internet
|
|
Time Off
|
Name
|
|
Year
|
|
($)
|
|
Insurance($)
|
|
Reimbursements($)
|
|
Reimbursement($)
|
|
Payout (S)
|
|
Michael D. Heil
|
|
|
2009
|
|
|
|
3,108
|
|
|
|
5,736
|
|
|
|
|
|
|
|
60
|
|
|
|
|
|
|
|
|
2008
|
|
|
|
6,728
|
|
|
|
6,800
|
|
|
|
|
|
|
|
551
|
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
11,727
|
|
|
|
125
|
|
|
|
|
|
Joan W. Brubacher
|
|
|
2009
|
|
|
|
2,065
|
|
|
|
4,295
|
|
|
|
|
|
|
|
45
|
|
|
|
227,192
|
|
|
|
|
2008
|
|
|
|
5,088
|
|
|
|
14,000
|
|
|
|
|
|
|
|
599
|
|
|
|
|
|
|
|
|
2007
|
|
|
|
7,556
|
|
|
|
796
|
|
|
|
|
|
|
|
539
|
|
|
|
|
|
Darryl S. Baker
|
|
|
2009
|
|
|
|
8,474
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Walter F. Thornton
|
|
|
2009
|
|
|
|
9,451
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
|
3,215
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
|
6,854
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brian M. Roberts
|
|
|
2009
|
|
|
|
6,710
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
|
6,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
|
6,362
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4) |
|
Effective February 18, 2009, Ms. Brubacher departed
iGo. |
18
Relationship
of Salary and Annual Incentive Compensation to Total
Compensation
The following table sets forth the relationship of salary and
annual incentive compensation to total compensation for each of
our CEO, CFO, former CFO and remaining NEOs during 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
% of Annual
|
|
|
% of Salary to
|
|
Cash Incentive Payment
|
Name
|
|
Total Compensation
|
|
to Total Compensation
|
|
Michael D. Heil
|
|
|
98
|
|
|
|
|
|
Joan W. Brubacher
|
|
|
18
|
|
|
|
|
|
Darryl S. Baker
|
|
|
96
|
|
|
|
|
|
Walter F. Thornton
|
|
|
95
|
|
|
|
|
|
Brian M. Roberts
|
|
|
97
|
|
|
|
|
|
Employment
Agreements and Termination Payments
We have an employment agreement only with Mr. Heil.
Mr. Heils employment agreement expires on
June 11, 2011 and will continue to automatically renew on a
year-to-year
basis at the end of each annual term, unless either party to the
agreement gives the other party notice of termination at least
90 days prior to the end of the then current term. The
employment agreement provides for increases in base salary as
determined by the Board of Directors. We do not have employment
agreements with Messrs. Baker, Thornton or Roberts.
Pursuant to the terms of all of our outstanding RSU agreements,
all RSUs granted to employees, including NEOs, will vest on a
pro rata basis, upon the individuals death, disability,
termination without cause or retirement or, in full, upon a
change in control of the Company.
Michael D. Heil. As of December 31, 2009,
Mr. Heils annual base salary was $380,000.
Mr. Heil has a targeted annual calendar year cash bonus of
70% of his then current salary. If Mr. Heils
employment agreement is terminated as a result of non-renewal or
his constructive termination, death or disability, then
Mr. Heil shall be entitled to receive (a) an amount
equal to one-year of his then applicable salary, (b) an
amount equal to his targeted bonus for the applicable calendar
year multiplied by a fraction, the numerator of which shall be
the actual days he was employed by iGo during such calendar
year, and the denominator of which shall be 365, and (c) a
vested percentage of his original grant of 500,000 time-based
RSUs in an amount equal to (1) a percentage equal to:
(A) the number of months Mr. Heil was employed by iGo,
divided by (B) forty-eight, less (2) the percentage of
the original time-based RSUs which were vested as of the date of
such termination. In the event of a change of control, as
defined in the agreement, all of the original time-based RSUs
held by Mr. Heil will become immediately and fully vested
and not subject to restriction. On March 19, 2008, the
Compensation Committee amended the terms of Mr. Heils
original 500,000 performance-based RSUs to provide that they
will vest, on a pro rata basis from the date of the amendment,
upon his death, disability, termination without cause or
retirement and, in full, upon a change in control of the Company.
Darryl S. Baker. As of December 31, 2009,
Mr. Bakers annual base salary was $195,000.
Mr. Baker has a targeted annual calendar year cash bonus of
35% of his annual base salary. Mr. Baker does not have an
employment agreement. Mr. Baker is entitled, however, under
a Company-wide severance policy established by the Compensation
Committee, to receive a lump sum of six months base salary
and continued health benefits for a period of six months in the
event he is terminated without cause or as a result of his
constructive termination. Mr. Baker is also a party to a
change-in control agreement under which, for two (2) years
after a change in control, as defined in the agreement, if his
employment is involuntarily terminated, he will receive a lump
sum of six months base salary and six months of his
maximum bonus for the year in which he is terminated and, under
the severance policy, continued health benefits for a period of
six months. All equity compensation held by Mr. Baker will
vest, on a pro rata basis from the date of grant, in the event
of his death, disability, termination without cause, or
retirement and, in full, upon a change in control of the Company.
Walter F. Thornton. As of December 31,
2009, Mr. Thorntons annual base salary was $190,000.
Mr. Thornton has a targeted annual calendar year cash bonus
of 35% of his annual base salary. Mr. Thornton does not
have an employment agreement. Mr. Thornton is entitled,
however, under a Company-wide severance policy established by
19
the Compensation Committee, to receive a lump sum of six
months base salary and continued health benefits for a
period of six months in the event he is terminated without cause
or as a result of his constructive termination. In the event
that Mr. Thorntons employment is terminated as a
result of a change in control of the Company, Mr. Thornton
is entitled to receive a severance payment equal to six months
salary, six months bonus, assuming achievement at the 100% level
of performance, and continued health benefits for a period of
six months. All equity compensation held by Mr. Thornton
will vest, on a pro rata basis from the date of grant, in the
event of his death, disability, termination without cause, or
retirement and, in full, upon a change in control of the Company.
Brian M. Roberts. As of December 31,
2009, Mr. Roberts annual base salary was $195,000.
Mr. Roberts has a targeted annual calendar year cash bonus
of 30% of his annual base salary. Mr. Roberts does not have
an employment agreement. Mr. Roberts is entitled, however,
under a Company-wide severance policy established by the
Compensation Committee, to receive a lump sum of six
months base salary and continued health benefits for a
period of six months in the event he is terminated without cause
or as a result of his constructive termination. Mr. Roberts
is also a party to a change-in control agreement under which,
for two (2) years after a change in control, as defined in
the agreement, if his employment is involuntarily terminated, he
will receive a lump sum of six months base salary and six
months of his maximum bonus for the year in which he is
terminated and, under the severance policy, continued health
benefits for a period of six months. All equity compensation
held by Mr. Roberts will vest, on a pro rata basis from the
date of grant, in the event of his death, disability,
termination without cause, or retirement and, in full, upon a
change in control of the Company.
Joan W. Brubacher. Effective February 18,
2009, Ms. Brubacher departed iGo. Pursuant to a separation
agreement and general release, Ms. Brubacher received
(a) a total cash payment of $268,500, which represented her
annual base salary, payable over a period of one year,
(b) reimbursement of the cost associated with maintaining
her medical and dental benefits through February 28, 2010
and (c) pro rata vesting of the 292,500 total outstanding
and unvested RSU awards held by Ms. Brubacher at the time
of her departure, resulting in the total vesting of 109,211 RSU
awards, with 183,289 RSUs being forfeited.
The table below contains certain information concerning
termination and change in control payments as if the event
occurred on December 31, 2009 for our NEOs.
Ms. Brubacher is not included in this table because she was
not employed by the Company on December 31, 2009.
TERMINATION
AND CHANGE IN CONTROL PAYMENTS TABLE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before Change
|
|
After Change
|
|
|
|
|
|
|
|
|
|
|
in Control
|
|
in Control
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination w/o
|
|
Termination w/o
|
|
Voluntary
|
|
|
|
|
|
|
|
|
Just Cause or
|
|
Just Cause or
|
|
Termination
|
|
|
|
|
|
|
|
|
Constructive
|
|
Constructive
|
|
or with
|
|
Death /
|
|
Change in
|
|
|
|
|
Termination
|
|
Termination
|
|
Just Cause
|
|
Disability
|
|
Control
|
Name
|
|
Type of Benefit
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
Michael D. Heil
|
|
Severance Pay
|
|
|
646,000
|
(1)
|
|
|
646,000
|
(1)
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
RSU Acceleration
|
|
|
393,985
|
|
|
|
768,750
|
|
|
|
-0-
|
|
|
|
393,985
|
|
|
|
768,750
|
|
|
|
Total
|
|
|
1,039,985
|
|
|
|
1,414,750
|
|
|
|
-0-
|
|
|
|
393,985
|
|
|
|
768,750
|
|
Darryl S. Baker
|
|
Severance Pay
|
|
|
97,500
|
(2)
|
|
|
131,625
|
(3)
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
RSU Acceleration
|
|
|
82,507
|
|
|
|
283,068
|
|
|
|
-0-
|
|
|
|
82,507
|
|
|
|
151,443
|
|
|
|
Total
|
|
|
180,007
|
|
|
|
278,193
|
|
|
|
-0-
|
|
|
|
82,507
|
|
|
|
151,443
|
|
Walter F. Thornton
|
|
Severance Pay
|
|
|
95,000
|
(2)
|
|
|
128,250
|
(3)
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
RSU Acceleration
|
|
|
82,464
|
|
|
|
151,443
|
|
|
|
-0-
|
|
|
|
82,464
|
|
|
|
151,443
|
|
|
|
Total
|
|
|
177,464
|
|
|
|
279,693
|
|
|
|
-0-
|
|
|
|
82,464
|
|
|
|
151,443
|
|
Brian M. Roberts
|
|
Severance Pay
|
|
|
97,500
|
(2)
|
|
|
126,750
|
(3)
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
RSU Acceleration
|
|
|
91,667
|
|
|
|
163,743
|
|
|
|
-0-
|
|
|
|
91,667
|
|
|
|
163,743
|
|
|
|
Total
|
|
|
189,167
|
|
|
|
290,493
|
|
|
|
-0-
|
|
|
|
91,667
|
|
|
|
163,743
|
|
|
|
|
(1) |
|
These amounts reflect a lump sum payment equal to 100% of
Mr. Heils annual base salary plus a pro rated bonus
at the 70% performance level. |
20
|
|
|
(2) |
|
These amounts reflect a lump sum payment equal to 50% of the
individuals annual base salary at December 31, 2009. |
|
(3) |
|
These amounts reflect a lump sum payment equal to 50% of the
individuals annual base salary at December 31, 2009
plus 50% of his incentive compensation at the 100% performance
level. |
We believe that our severance and change in control provisions
are consistent with the programs and levels of severance and
post employment compensation of other companies in our peer
group and believe that these arrangements are reasonable.
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
The following table sets forth information concerning
unexercised stock options outstanding and unvested RSUs for each
of the NEOs as of December 31, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
Market Value
|
|
|
Number of
|
|
|
|
|
|
Number of
|
|
of Shares of
|
|
|
Securities
|
|
|
|
|
|
Shares or
|
|
Units of
|
|
|
Underlying
|
|
Option
|
|
|
|
Units That
|
|
Stock That
|
|
|
Unexercised
|
|
Exercise
|
|
Option
|
|
Have Not
|
|
Have Not
|
|
|
Options (#)
|
|
Price
|
|
Expiration
|
|
Vested
|
|
Vested
|
Name
|
|
Exercisable(1)
|
|
($)
|
|
Date
|
|
(#)
|
|
($)
|
|
Michael D. Heil(2)
|
|
|
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
625,000
|
|
|
|
768,750
|
|
Joan W. Brubacher(3)
|
|
|
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
Darryl S. Baker(4)
|
|
|
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
123,124
|
|
|
|
151,443
|
|
Walter F. Thornton(5)
|
|
|
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
123,124
|
|
|
|
151,443
|
|
Brian M. Roberts(6)
|
|
|
15,000
|
|
|
|
8.48
|
|
|
|
05/26/10
|
|
|
|
133,124
|
|
|
|
163,743
|
|
|
|
|
(1) |
|
All of the Companys outstanding options were fully vested
as of December 31, 2009. |
|
(2) |
|
125,000 of Mr. Heils RSUs vested on March 19,
2010. Subject to continued employment, 125,000 of
Mr. Heils RSUs will automatically vest on each of
June 11, 2010, March 19, 2011, June 11, 2011 and
March 19, 2012, and earlier, in full, upon a change of
control, or on a pro rata basis upon Mr. Heils death,
disability, termination without cause or retirement. |
|
(3) |
|
As a result of Ms. Brubachers departure from the
Company, effective February 18, 2009, the 292,500 RSUs held
by her at that time vested on a pro rata basis, resulting in the
vesting of 109,211 RSUs and the forfeiture of the remaining
183,289 RSUs. |
|
(4) |
|
5,469 of Mr. Bakers RSUs vested on January 2,
2010, 18,437 of Mr. Bakers RSUs vested on
January 13, 2010 and 31,250 of Mr. Bakers RSUs
vested on March 19, 2010. Subject to continued employment,
5,468 of Mr. Bakers RSUs will vest on January 2,
2011 and 31,250 will vest on each of March 19, 2011 and
March 19, 2012, and earlier, in full, upon a change of
control, or on a pro rata basis upon Mr. Bakers
death, disability, termination without cause or retirement. |
|
(5) |
|
5,469 of Mr. Thorntons RSUs vested on January 2,
2010, 18,437 of Mr. Thorntons RSUs vested on
January 13, 2010 and 31,250 of Mr. Thorntons
RSUs vested on March 19, 2010. Subject to continued
employment, 5,468 of Mr. Thorntons RSUs will vest on
January 2, 2011 and 31,250 will vest on each of
March 19, 2011 and March 19, 2012, and earlier, in
full, upon a change of control, or on a pro rata basis upon
Mr. Thorntons death, disability, termination without
cause or retirement. |
|
(6) |
|
10,469 of Mr. Roberts RSUs vested on January 2,
2010, 18,437 of Mr. Roberts RSUs vested on
January 13, 2010 and 31,250 of Mr. Roberts RSUs
vested on March 19, 2010. Subject to continued employment,
10,468 of Mr. Roberts RSUs will vest on
January 2, 2011 and 31,250 will vest on each of
March 19, 2011 and March 19, 2012, and earlier, in
full, upon a change of control, or on a pro rata basis upon
Mr. Roberts death, disability, termination without
cause or retirement. |
21
OPTION
EXERCISES AND STOCK VESTED
There were no option exercises during 2009. The following table
reflects the aggregate value realized by the NEOs for RSUs that
vested in 2009.
|
|
|
|
|
|
|
|
|
|
|
Stock Awards
|
|
|
Number of
|
|
|
|
|
Shares Acquired
|
|
Value Realized
|
|
|
on Vesting
|
|
on Vesting(1)
|
Name
|
|
(#)
|
|
($)
|
|
Michael D. Heil
|
|
|
250,000
|
|
|
|
162,500
|
|
Joan W. Brubacher
|
|
|
127,961
|
|
|
|
84,145
|
|
Darryl S. Baker
|
|
|
36,719
|
|
|
|
21,656
|
|
Walter F. Thornton
|
|
|
36,719
|
|
|
|
21,656
|
|
Brian M. Roberts
|
|
|
41,719
|
|
|
|
25,456
|
|
|
|
|
(1) |
|
The value realized is the fair market value on the date the RSUs
vested. |
22
PRINCIPAL
STOCKHOLDERS
The following table sets forth certain information regarding the
beneficial ownership of our common stock as of April 5,
2010 by:
|
|
|
|
|
each person or entity known by us to beneficially own 5% or more
of the outstanding shares of our common stock;
|
|
|
|
each of our Directors and Executive Officers; and
|
|
|
|
all of our Directors and Executive Officers as a group.
|
Unless otherwise noted, the persons named below have sole voting
and investment power with respect to the shares shown as
beneficially owned by them.
|
|
|
|
|
|
|
|
|
|
|
Number of Shares
|
|
|
|
|
Beneficially
|
|
|
Name and Address of Beneficial Owner(1)
|
|
Owned(2)
|
|
Percentage(3)
|
|
Directors and Executive Officers:
|
|
|
|
|
|
|
|
|
Peter L. Ax
|
|
|
9,500
|
|
|
|
*
|
|
Michael D. Heil
|
|
|
887,988
|
|
|
|
2.7
|
%
|
Michael J. Larson
|
|
|
17,333
|
|
|
|
*
|
|
Frederic Welts
|
|
|
0
|
|
|
|
*
|
|
Walter F. Thornton
|
|
|
81,975
|
|
|
|
*
|
|
Brian M. Roberts(4)
|
|
|
101,509
|
|
|
|
*
|
|
Darryl S. Baker
|
|
|
123,449
|
|
|
|
*
|
|
Executive officers and directors as a group (7 persons)
|
|
|
1,221,754
|
|
|
|
3.7
|
%
|
5% or more Stockholders:
|
|
|
|
|
|
|
|
|
Adage Capital Partners, L.P.(5)
|
|
|
7,349,500
|
|
|
|
22.5
|
%
|
Austin W. Marxe and David M. Greenhouse(6)
|
|
|
1,707,167
|
|
|
|
5.2
|
%
|
|
|
|
* |
|
Represents beneficial ownership of less than 1%. |
|
(1) |
|
The address of all directors and officers is
c/o iGo,
Inc., 17800 N. Perimeter Dr., Suite 200, Scottsdale,
Arizona 85255. |
|
(2) |
|
Beneficially owned shares, as defined by the
Securities and Exchange Commission, are those shares as to which
a person has voting or investment power, or both.
Beneficial ownership does not necessarily mean that
the named person is entitled to receive the dividends on, or the
proceeds from the sale of, the shares. |
|
(3) |
|
Percentage of beneficial ownership is based upon
32,715,298 shares of common stock outstanding as of
April 5, 2010. For each named person, this percentage
includes common stock that such person has the right to acquire
either currently or within 60 days of April 5, 2010,
including upon the exercise of an option or warrant. |
|
(4) |
|
Includes 15,000 shares of common stock that may be
purchased upon the exercise of outstanding options. |
|
(5) |
|
Based solely on a Form 4 filed with the Securities and
Exchange Commission on December 1, 2006. The Form 4
indicates that these shares are held directly by Adage Capital
Partners, L.P., a limited partnership of which Adage Capital
Partners GP, L.L.C. is the general partner. The Form 4
indicates that Adage Capital Partners GP, L.L.C. has discretion
over these shares, but disclaims beneficial ownership except to
the extent of its pecuniary interest therein. The address for
Adage Capital Partners GP, L.L.C. is 200 Clarendon Street,
52nd
Floor, Boston, MA 02116. |
|
(6) |
|
Based solely on a Schedule 13G filed with the Securities
and Exchange Commission on December 31, 2009. The
Schedule 13G indicates that these shares are held by Austin
W. Marxe and David M. Greenhouse, who share voting and
disposition rights with respect to these shares. The address for
each is 527 Madison Avenue, Suite 2600, New York, NY 10022. |
23
EQUITY
COMPENSATION PLAN INFORMATION
The following table gives aggregate information regarding grants
under all of our equity compensation plans through
December 31, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities
|
|
|
|
Number of Securities
|
|
|
|
|
|
Remaining Available
|
|
|
|
to be Issued upon
|
|
|
Weighted-Average
|
|
|
for Future Issuance under
|
|
|
|
Exercise of
|
|
|
Exercise Price of
|
|
|
Equity Compensation Plans
|
|
|
|
Outstanding Options,
|
|
|
Outstanding Options,
|
|
|
(Excluding Securities
|
|
|
|
Warrants and Rights
|
|
|
Warrants and Rights
|
|
|
Reflected in Column (a))
|
|
Plan Category
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
Equity compensation plans approved by stockholders
|
|
|
40,000
|
|
|
$
|
7.59
|
|
|
|
2,575,566
|
(1)
|
Equity compensation plans not approved by stockholders
|
|
|
600,238
|
(2)
|
|
$
|
8.39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total:
|
|
|
640,238
|
|
|
$
|
8.34
|
|
|
|
2,575,566
|
|
|
|
|
|
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(1) |
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Includes 1,768,222 shares available under the 2001 Employee
Stock Purchase Plan; 58,194 shares available under the
2004 Director Plan; and 749,150 shares available under
the Omnibus Plan. |
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(2) |
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Includes 5,000 warrants issued to Silicon Valley Bank at an
exercise price of $7.59 per share in connection with an
amendment to our line of credit, which are fully vested and
expire September 3, 2013; and warrants granted to Motorola,
Inc. in connection with the restructuring of the Companys
strategic relationship with Motorola in March 2005, with the
warrant providing Motorola with the right to acquire
595,238 shares of common stock at an exercise price of
$8.40 per share upon the achievement of certain performance
results by the Company, which expired on February 15, 2010. |
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Policy
and Procedures
Pursuant to our Audit Committee Charter, the Audit Committee, or
a comparable body of our board, must review and approve all
related-party transactions. Our Audit Committee typically
analyzes the following factors, in addition to any other factors
the members of the Audit Committee deem appropriate, in
determining whether to approve a related- party transaction:
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whether the terms are fair to iGo;
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whether the transaction is material to iGo;
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the role the related party has played in arranging the
related-party transaction;
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the structure of the related-party transaction; and
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the interest of all related persons in the related-party
transaction.
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In addition, our Bylaws state that any contract or transaction
with iGo in which one or more of our officers or directors have
a financial interest will not be void or voidable if:
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the material facts as to the officer or directors
relationship or interest and as to the contract or transaction
are disclosed or are known to the board or committee, and the
board or committee in good faith authorizes the contract or
transaction by the affirmative vote of a majority of
disinterested directors; or
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the material facts as to the officer or directors
relationship or interest and as to the contract or transaction
are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically
approved in good faith by a vote of the stockholders; or
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the contract or transaction is fair as to iGo as of the time it
is authorized, approved or ratified by the board, a committee of
the board, or the stockholders.
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24
SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our officers and
directors, and persons who own more than 10% of a registered
class of our equity securities, to file initial reports of
ownership and reports of changes in ownership with the
Securities and Exchange Commission. Such persons are required to
furnish us with copies of all Section 16(a) reports they
file. To the Companys knowledge, based solely on a review
of the copies of such reports and written representations that
no other reports were required, all Section 16(a) filing
requirements applicable to its officers, directors and greater
than 10% beneficial owners were complied with for 2009.
PROPOSAL NO. 2
APPROVAL OF AMENDMENT TO IGO, INC.
OMNIBUS LONG-TERM INCENTIVE PLAN
Our Board approved the iGo, Inc. Omnibus Long-Term Incentive
Plan (the Omnibus Plan) in 2004 and it was approved
by our stockholders at our 2004 Annual Meeting of Stockholders.
As of April 5, 2010, there are 516,218 shares of
common stock available for issuance under the Omnibus Plan. We
are asking our stockholders to approve an amendment to our
Omnibus Plan to include non-employee directors as eligible
participants. As of April 5, 2010, we have
53,944 shares remaining authorized for issuance under the
2004 Director Plan. This amount is insufficient to continue
with our non-employee director compensation program described in
this proxy. If Proposal No. 2 is approved, our
non-employee directors would be eligible to participate in the
Omnibus Plan, and receive awards thereunder, on the same terms
and conditions as our employees, employees of our affiliates and
consultants and advisors currently are eligible, in each case,
as described below. And, the Company would be able to continue
to make restricted stock awards, which include RSUs, to its
non-employee directors as it has for the past several years.
Under the Omnibus Plan, we are able to grant stock options,
stock appreciation rights, restricted stock awards, performance
awards and other stock awards as a means to encourage
participants to contribute to our growth. Our employees and the
employees of our affiliates, as well as consultants and advisors
that we retain are currently eligible to participate in the
Omnibus Plan and, if Proposal No. 2 is approved, our
non-employee directors. The following is a summary of the
material terms of the Omnibus Plan. A copy of the amendment to
the Omnibus Plan, as proposed, is attached to this proxy
statement as Appendix A.
Effective Date. The Omnibus Plan become
effective as of March 11, 2004. Unless sooner terminated as
provided in the Omnibus Plan, the Omnibus Plan will terminate on
March 11, 2014.
Purpose. The purpose of the Omnibus Plan is to
provide our employees and, if Proposal No. 2 is
approved, our non-employee directors with the opportunity to
receive stock-based and other long-term incentive grants in
order to attract and retain qualified individuals and to align
their interests with those of our stockholders.
Administration. The Omnibus Plan is
administered and interpreted by the Compensation Committee of
the Board. The Compensation Committee may delegate to one or
more officers of the Company the authority, subject to the terms
and conditions as the Compensation Committee shall determine, to
grant awards to employees who are not officers or members of the
Board for purposes of Section 16 of the Securities Exchange
Act of 1934. The Compensation Committee has the authority to
determine the individuals to whom grants will be made, the time
when grants will be made, and the type, size, and terms of each
grant. The Compensation Committee also has the authority to deal
with any other matters arising under the Omnibus Plan. However,
the Compensation Committee does not have authority to reprice
stock options or stock appreciation rights awarded under the
Omnibus Plan without stockholder approval.
Eligibility. Currently, our employees and the
employees of our affiliates, as well as consultants and advisors
that we retain are eligible to participate in the Omnibus Plan.
If Proposal No. 2 is approved, our non-employee
directors will also be eligible to participate in the Omnibus
Plan. The Company currently has approximately 50 employees
and 3 non-employee directors.
25
Grants. The Compensation Committee may make
the following types of grants under the Omnibus Plan, with terms
to be established by the Committee:
Stock options;
Stock appreciation rights;
Restricted stock awards;
Performance awards; and
Other stock-based awards.
New Plan Benefits. Grants under both the
2004 Director Plan and the Omnibus Plan are made at the
discretion of the Compensation Committee. If
Proposal No. 2 is approved at the 2010 annual meeting
of stockholders, our Compensation Committee intends to make the
following grants of RSUs to our non-employee directors shortly
after confirmation of the voting results:
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Number of Shares
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Dollar
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Subject to Options
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Individual or Group Name
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Value ($)(1)
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and RSUs Granted
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Executive Officer Group (four persons)
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Non-Executive Officer Director Group (three persons)
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Michael J. Larson
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50,470
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24,500
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(2)
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Peter L. Ax
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30,900
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15,000
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(2)
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Frederic Welts
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153,470
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74,500
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(3)
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Non-Executive Officer Director Group (three persons)
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234,840
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114,000
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Non-Executive Officer Employee Group (about 42 persons)
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(1) |
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Estimated for illustrative purposes only and is determined by
multiplying the closing price of our common stock on
April 5, 2010 by the total number of RSUs granted. |
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(2) |
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RSUs would vest in full on the first anniversary of the grant
date, subject to earlier vesting, on a pro rata basis, upon the
directors death, disability or retirement. |
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(3) |
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14,500 RSUs would vest in full on the first anniversary of the
grant date, subject to earlier vesting, on a pro rata basis,
upon the directors death, disability of retirement; and 60,000
RSUs would vest on a pro rata basis of one-third per year on the
anniversary of the grant date, subject to earlier vesting, on a
pro rata basis, upon the directors death, disability of
retirement. |
Shares. The total aggregate number of shares
of our common stock that may be issued under the Omnibus Plan is
2,350,000 shares. The share limits will be adjusted by the
Compensation Committee in the event of a stock dividend,
spin-off, merger or other event affecting our capitalization.
Grants paid in cash will not count against the foregoing limits.
As of April 5, 2010, 516,218 shares remain available
for issuance under the Omnibus Plan.
For administrative purposes, the Compensation Committee will
reserve shares for issuance when grants payable in common stock
are made under the Omnibus Plan. If and to the extent stock
options granted under the Omnibus Plan terminate or are
canceled, forfeited, exchanged or surrendered without having
been exercised, and if and to the extent any stock appreciation
rights, restricted stock awards, performance awards or other
stock-based awards are forfeited, terminated or otherwise not
paid in full, the shares reserved for those grants will again be
available for issuance under the Omnibus Plan. In addition,
shares surrendered by a participant or retained by the Company
as payment for a grant or to satisfy withholding obligations or
shares reacquired by the Company using the proceeds from a
grants purchase price will again be available for issuance
under the Omnibus Plan. Finally, to the extent that grants are
paid in cash, and not in shares of common stock, any shares
previously reserved for issuance pursuant to such grants will
again be available for issuance under the Omnibus Plan.
Individual Limits. If the Compensation
Committee determines at the time an award is made to a
participant that such participant is or may be, for the tax year
in which we would claim a tax deduction in connection with the
award, a covered employee, as defined in Section 162(m) of
the Internal Revenue Code, no participant receiving
26
such an award will be granted (i) options or stock
appreciation rights with respect to more than
350,000 shares in the aggregate within any fiscal year,
(ii) performance shares which could result in such
participant receiving more than 125,000 shares for each
full fiscal year contained in the performance period of a
particular award, subject to exceptions described in the plan,
and (iii) performance units which could result in such
participant receiving more than $1,000,000 for each full fiscal
year contained in the performance period of a particular award,
subject to exceptions described in the Omnibus Plan. The
foregoing share limits will be adjusted by the Compensation
Committee in the event of a stock dividend, spin-off, merger or
other event affecting our capitalization.
Options. The Compensation Committee will
select the participants who will receive stock options. The
Compensation Committee will determine the number of shares that
will be subject to each grant of stock options and the terms of
the options. Stock options may be either incentive stock options
or nonqualified stock options.
The exercise price of an option may be equal to or greater than
the fair market value of our common stock on the date of grant.
The exercise price may be paid in cash, in shares of our common
stock having a fair market value on the date of exercise equal
to the amount of the exercise price, through a broker by having
the broker sell our common stock simultaneously with the
exercise of the option, or by any other method permitted by the
Compensation Committee.
The Compensation Committee will determine when options may be
exercised. The Compensation Committee may accelerate the
exercisability of outstanding options at any time for any
reason. Except as provided in the grant letter, an option may
only be exercised during the participants employment or
service. The grant letter will specify under what circumstances
a participant may exercise an option after termination of
employment or service.
Stock Appreciation Rights. The Compensation
Committee may grant restricted stock awards, which may take the
form of actual shares or stock units, to participants. The
Compensation Committee will determine the number of shares that
will be granted, any vesting or other restrictions applicable to
the shares and the conditions under which any restrictions will
lapse. Until any restrictions lapse, a participant generally
cannot sell, assign, transfer, pledge, or otherwise dispose of
restricted stock awards. The Compensation Committee will
determine under what circumstances a participant may retain
restricted stock awards after termination of the
participants employment or service. The Compensation
Committee will determine to what extent a participant will have
the right to vote restricted stock awards and to receive any
dividends or other distributions paid on restricted stock awards.
Performance Awards. The Compensation Committee
may grant performance awards to participants. Performance awards
represent the right of the participant to receive a share of our
stock or a cash amount, if specified performance goals are met.
The Compensation Committee will determine the number of
performance awards to be granted and will establish the
performance goals and other conditions for payment of
performance awards. The Compensation Committee will determine
under what circumstances a participant may retain performance
awards after termination of the participants employment or
service.
Other Stock-Based Awards. The Compensation
Committee may grant other stock-based awards to participants.
Other stock-based awards include dividend equivalents or amounts
which are equivalent to all or a portion of any federal, state,
local, domestic, or foreign taxes related to an award, which are
payable in shares, cash, other securities or any other form of
property as the Compensation Committee may determine. These
other stock-based awards may be granted subject to performance
goals or other conditions.
Nonassignability of Grants. Grants under the
Omnibus Plan are not assignable or transferable by the
participant except by will or the laws of descent and
distribution. Grants under the Omnibus Plan may not be pledged
or otherwise encumbered by a participant or otherwise subject to
the claims of a participants creditors.
Qualified Performance-Based Compensation. The
Compensation Committee may determine that an award granted to an
employee will be considered performance-based
compensation under Section 162(m) of the Internal
Revenue Code (see discussion of Section 162(m) under
Federal Income Tax Consequences below). Any such
grant shall be subject to the attainment of performance goals
for the performance period. For such grants, the Compensation
Committee will establish performance goals within 90 days
following the commencement of the applicable performance period,
or such earlier time as prescribed by Section 162(m) or
regulations thereunder. The Compensation Committee may reduce,
but not increase, the amount of compensation that is payable
upon
27
achievement of the designated performance goals. Prior to the
payment of any such award, the Compensation Committee will
verify in writing that the performance goals were achieved.
The Compensation Committee will use objectively determinable
performance goals based on one or more of the following
criteria: cash flow; cash flow from operations; total earnings;
earnings per share, diluted or basic; earnings per share from
continuing operations, diluted or basic earnings before interest
and taxes; earnings before interest, taxes, depreciation, and
amortization; earnings from continuing operations; net asset
turnover; inventory turnover; capital expenditures; net
earnings; operating earnings; operating earnings; gross or
operating margin; debt; working capital; return on equity;
return on net assets; return on total assets; return on capital;
return on investment; return on sales; net or gross sales;
market share; economic value added; expense reduction levels;
stock price; and total shareholder return. The performance goals
may relate to the Company or one or more operating units or
groups, as the Compensation Committee may determine.
Amendment and Termination of the Omnibus
Plan. The Omnibus Plan will terminate on
March 11, 2014. Subject to the approval of the Board, where
required, the Compensation Committee may at any time and from
time to time alter, amend, suspend, or terminate the Omnibus
Plan in whole or in part; provided, however, that no action
shall be taken by the Board or the Compensation Committee
without the approval of stockholders, if required to comply with
the Internal Revenue Code or other applicable law or to comply
with applicable requirements of the Nasdaq National Market. The
Omnibus Plan may not be amended to permit an increase in the
maximum number of shares to be issued, allow for an exercise
price of an option or stock appreciation right to be below the
fair market value of our common stock on the date of grant, or
permit repricing of an option or stock appreciation right
granted under the Omnibus Plan without stockholder approval.
Federal
Income Tax Consequences
The following description of the federal income tax consequences
of grants under the Omnibus Plan is a general summary. State,
local, and other taxes may also be imposed in connection with
grants. The discussion is intended for the information of
stockholders considering how to vote at the annual meeting and
not as tax guidance to individuals who participate in the
Omnibus Plan.
Nonqualified Stock Options. A participant who
receives a nonqualified stock option will recognize no income at
the time of the grant of option. Upon exercise of a nonqualified
stock option, a participant will recognize ordinary income in an
amount equal to the excess of the fair market value of the
shares of our stock on the date of exercise over the option
price. The basis in shares acquired upon exercise of a
nonqualified stock option will equal the fair market value of
such shares at the time of exercise, and the holding period of
the shares (for capital gain purposes) will begin on the date of
exercise. In general, the Company will be entitled to a business
expense deduction in the same amount and at the same time as the
participant recognizes ordinary income.
Performance Awards. A participant who receives
a performance award will not recognize taxable income until the
award is paid to the participant. When the award is paid, the
participant will recognize ordinary income in an amount equal to
the cash and the fair market value of the stock paid to the
participant. The Company generally will be entitled to a
business expense deduction in the same amount.
Restricted Stock Awards. A participant who
receives a restricted stock award generally will not recognize
taxable income until the stock is transferable by the
participant or no longer subject to a substantial risk of
forfeiture for federal tax purposes, whichever occurs first.
When the stock is either transferable or is no longer subject to
a substantial risk of forfeiture, the participant will recognize
ordinary income in an amount equal to the fair market value of
the shares at that time, less any amounts paid for the shares. A
participant may elect to recognize ordinary income when a
restricted stock award is granted in an amount equal to the fair
market value of the shares at the date of grant, determined
without regard to the restrictions. The Company generally will
be entitled to a corresponding business expense deduction in the
year in which the participant recognizes ordinary income.
Other Stock-Based Awards. A participant will
recognize ordinary income when dividend equivalents and other
stock-based awards are paid to the participant, in an amount
equal to the cash and the fair market value of any shares paid
to the participant. The Company generally will be entitled to a
corresponding business expense deduction when the participant
recognizes ordinary income.
28
Section 162(m). Section 162(m) of
the Internal Revenue Code generally disallows a public
companys tax deduction for compensation paid to the chief
executive officer and the four other most highly compensated
executive officers in excess of $1 million in any year.
Compensation that qualifies as qualified
performance based compensation is excluded
from the $1 million limit, and therefore remains fully
deductible by the company that pays it.
Market
Price of Shares
The closing price of our stock, as reported on the Nasdaq
National Market on April 5, 2010 was $2.06.
Vote
Required
To be adopted, this proposal must be approved by the affirmative
vote of a majority of the shares of common stock present, either
in person or by proxy, and entitled to vote on the proposal at
the meeting.
The Board of Directors recommends a vote FOR the
approval of the amendment to the iGo, Inc. Omnibus Long-Term
Incentive Plan.
PROPOSAL NO. 3
RATIFICATION OF SELECTION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our Board of Directors has selected KPMG LLP to serve as the
Companys independent registered public accounting firm for
the fiscal year ending December 31, 2010. KPMG has audited
our financial statements since 1995. Although stockholder
ratification is not required, the Board of Directors has
directed that such appointment be submitted to our stockholders
for ratification at the annual meeting. KPMG LLP provided audit
services to us for the year ended December 31, 2009. A
representative of KPMG LLP is expected to be present at the
annual meeting, and will have an opportunity to make a statement
if he or she desires to do so and is expected to be available to
respond to appropriate questions.
No report of KPMG LLP on our financial statements for either of
our last two fiscal years contained any adverse opinion or
disclaimer of opinion, nor was any such report qualified or
modified as to uncertainty, audit scope or accounting principles.
In connection with the audits of our financial statements for
the last two fiscal years, there were no disagreements with KPMG
LLP on any matters of accounting principles, financial statement
disclosure or audit scope and procedures which, if not resolved
to the satisfaction of KPMG LLP, would have caused the firm to
make reference to the matter in its report. During our last two
fiscal years, there were no reportable events as described in
Item 304(a)(1)(v) of
Regulation S-K.
Assuming the presence of a quorum, the affirmative vote of the
holders of a majority of the votes cast is necessary to ratify
the appointment of our independent registered public accounting
firm. The enclosed form of proxy provides a means for
stockholders to vote for the ratification of selection of
independent public accountants, to vote against it or to abstain
from voting with respect to it.
The Board of Directors recommends a vote FOR the
ratification of the selection of KPMG LLP, as our independent
registered public accounting firm for the fiscal year ending
December 31, 2010.
AUDIT
COMMITTEE REPORT
The Audit Committee has reviewed and discussed our audited
consolidated financial statements with management. The Audit
Committee has also discussed the matters required to be
discussed by SAS No. 61, Communications with Audit
Committees, as amended, (Codification of Statements on Auditing
Standards, AU § 380) and Securities and Exchange
Commission rules and regulations with KPMG LLP, our independent
registered public accounting firm. The Audit Committee has
received the written disclosures and the letter from KPMG LLP
required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees) and
29
has reviewed, evaluated and discussed with KPMG LLP its
independence from the Company. The Audit Committee has also
discussed with management and KPMG LLP such other matters and
received such assurances from them as it deemed appropriate.
Based upon the reviews and discussions of the above, the Audit
Committee recommended to the Board that the audited consolidated
financial statements be included in the Companys Annual
Report on
Form 10-K
for the year ended December 31, 2009 filed with the
Securities and Exchange Commission.
Respectfully submitted:
Peter L. Ax
Michael J. Larson
Notwithstanding anything to the contrary set forth in any of
our previous filings under the Securities Act of 1933, as
amended, or the Exchange Act, as amended, that incorporate
future filings, including this proxy statement, in whole or in
part, the foregoing Audit Committee Report does not constitute
soliciting material and shall not be deemed filed or
incorporated by reference into any such filings.
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FEES
The following table sets forth the aggregate fees billed to the
Company for fiscal 2009 and fiscal 2008 by KPMG LLP:
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2009
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2008
|
|
|
Audit Fees
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|
$
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350,000
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$
|
400,000
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|
Audit-Related Fees
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Tax Fees
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All Other Fees
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Total
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|
$
|
350,000
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|
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$
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400,000
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Audit Fees for 2009 and 2008 consist of fees relating to the
audit of our year-end consolidated financial statements and
reviews of our quarterly financial statements.
The Audit Committee regularly determines whether specific
projects or expenditures could potentially affect KPMG
LLPs independence. The Audit Committee has considered
whether the provision of non-audit services is compatible with
maintaining the independence of KPMG LLP and has concluded that
it is compatible.
PRE-APPROVAL
OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES
The Audit Committee is directly responsible for the appointment,
compensation, retention, replacement, and oversight of the work
of the independent registered public accounting firm. The Audit
Committee must approve, in advance, the provision by the
independent registered public accounting firm of all audit
services and permissible non-audit services. These services may
include audit services, audit-related services, tax services and
other services. The Audit Committee also actively engages in a
dialogue with the independent registered public accounting firm
with respect to any relationships or services that may impact
their objectivity and independence.
OTHER
BUSINESS
The Board knows of no matter other than those described herein
that will be presented for consideration at the meeting.
However, should any other matters properly come before the
meeting or any adjournment thereof, it is the intention of the
persons named in the accompanying proxy to vote on such matters
in accordance with their best judgment in the interests of the
Company.
30
STOCKHOLDER
PROPOSALS
Stockholder proposals intended for inclusion in the
Companys 2011 proxy statement and acted upon at the
Companys 2011 Annual Meeting of Stockholders (the
2011 Annual Meeting) must be received by the Company
at its executive offices at 17800 N. Perimeter Dr.,
Suite 200, Scottsdale, Arizona 85255, Attention: Corporate
Secretary, on or prior to December 16, 2010.
Stockholder proposals submitted for consideration at the 2011
Annual Meeting, but not submitted for inclusion in the
Companys 2011 proxy statement, including stockholder
nominations for candidates for election as directors, generally
must be received by the Company at its executive offices no
earlier than November 19, 2010 and no later than
February 17, 2011 in order to be considered timely under
our Bylaws. However, if the date of the 2011 Annual Meeting is a
date that is more than 45 days before or after May 18,
2011, the anniversary date of the 2010 Annual Meeting, notice by
the stockholder of a proposal must be received no earlier than
the close of business on the
120th day
prior to the date of such meeting and no later than the close of
business on the later of the
90th day
prior to the date of such annual meeting or, if the first public
announcement of the date of such meeting is less than
100 days prior to the date of such meeting, the
10th day
following the day on which public announcement of such meeting
is first made by the Company.
STOCKHOLDERS
SHARING THE SAME ADDRESS
The Company has adopted a procedure called
householding, which has been approved by the SEC.
Under this procedure, the Company will deliver only one copy of
the Companys Annual Report to stockholders for fiscal 2009
(the 2009 Annual Report) and this proxy statement to
multiple stockholders who share the same address (if they appear
to be members of the same family) unless the Company has
received contrary instructions from an affected stockholder.
Stockholders who participate in householding will continue to
receive separate proxy cards. This procedure reduces the
Companys printing and mailing costs and fees.
The Notice of Annual Meeting of Stockholders, the 2009 Annual
Report on
Form 10-K,
and this proxy statement are available on the Companys web
site at www.igo.com. The Company will deliver promptly upon
written or oral request a separate copy of the 2009 Annual
Report and this proxy statement to any stockholder at a shared
address to which a single copy of either of those documents was
delivered. To receive a separate copy of the 2009 Annual Report
or this proxy statement, stockholders should contact the Company
at:
Investor Relations
iGo, Inc.
17800 N. Perimeter Drive, Suite 200
Scottsdale, AZ 85255
(480) 596-0061
ir@igo.com
If you are a stockholder, share an address and last name with
one or more other stockholders and would like to revoke your
householding consent and receive a separate copy of the
Companys annual report or proxy statement in the future,
please contact Broadridge, either by calling toll free at
(800) 542-1061
or by writing to Broadridge, Householding Department, 51
Mercedes Way, Edgewood, New York 11717. You will be removed from
the householding programs within 30 days of receipt of the
revocation of your consent.
A number of brokerage firms have instituted householding. If you
hold your shares in street name, please contact your
bank, broker or other holder of record to request information
about householding.
EXPENSES
OF SOLICITATION
All costs incurred in the solicitation of proxies will be borne
by us. We estimate those costs to be approximately $15,000. In
addition to solicitation by mail, our officers and employees may
solicit proxies by telephone, telegraph or personally, without
additional compensation. We may also make arrangements with
brokerage houses and other custodians, nominees and fiduciaries
for the forwarding of solicitation materials to the beneficial
owners of shares
31
of common stock held of record by such persons, and we may
reimburse such brokerage houses and other custodians, nominees
and fiduciaries for their
out-of-pocket
expenses incurred in connection therewith.
You may request a copy of our Notice of Annual Meeting of
Stockholders, annual, quarterly and special reports, proxy
statements and other information at no cost, including our
annual report on
Form 10-K,
including financial statements and schedules thereto, for the
year ended December 31, 2009, by writing or telephoning iGo
at the following address:
Corporate Secretary
iGo, Inc.
17800 North Perimeter Drive, Suite 200
Scottsdale, Arizona 85255
(480) 596-0061
FORWARD
LOOKING STATEMENTS
This proxy statement contains forward-looking
statements as that term is defined in the Private
Securities Litigation Reform Act of 1995. These statements are
based on managements current expectations and involve
substantial risks and uncertainties, which may cause results to
differ materially from those set forth in the statements. The
forward-looking statements may include, but are not limited to,
statements made in the Compensation Discussion and Analysis
section of this Proxy Statement about our compensation structure
and programs and our intentions with respect thereto. The
Company undertakes no obligation to publicly update any
forward-looking statement, whether as a result of new
information, future events, or otherwise. Forward-looking
statements should be evaluated together with the many
uncertainties that affect iGos business, particularly
those mentioned under the heading Risk Factors in
iGos Annual Report on
Form 10-K,
and in the periodic reports that iGo files with the SEC on
Form 10-Q
and
Form 8-K.
IMPORTANT
NOTICE REGARDING THE AVAILABILTY OF PROXY
MATERIALS FOR THE STOCKHOLDER MEETING
The proxy materials for the Companys annual meeting of
stockholders, including the 2009 annual report and this proxy
statement, are available over the Internet by accessing the
Companys Internet website at www.igo.com. Other
information on the Companys website does not constitute
part of the Companys proxy materials.
32
IGO, INC.
FORM 10-K
Accompanying this proxy statement is a copy of our Annual Report
for the fiscal year ended December 31, 2009 on
Form 10-K.
You should rely only on the information contained in or
incorporated by reference in this proxy statement to vote on the
matters proposed herein. We have not authorized anyone to
provide you with information that is different from what is
contained in this proxy statement. You should not assume that
the information contained in the proxy statement is accurate as
of any date other than the date hereof, and the mailing of this
proxy statement to our stockholders shall not create any
implication to the contrary.
By Order of the Board of Directors,
Brian M. Roberts
Secretary
Scottsdale, Arizona
April 9, 2010
33
Appendix A
FIRST
AMENDMENT
TO THE IGO, INC.
OMNIBUS LONG-TERM INCENTIVE PLAN
iGo, Inc. (the Company) previously established the
iGo, Inc. Omnibus Long-Term Incentive Plan (the
Plan) to provide certain employees of and
consultants to the Company with an opportunity to receive
stock-based and other long-term incentive grants. By this
instrument, the Plan is hereby amended to allow non-employee
directors to participate in the Plan, subject to subsequent
approval by the Companys shareholders at the
Companys 2010 Annual Meeting.
1. This First Amendment shall be effective as of the date
on which it is approved by the Companys shareholders at
the Companys 2010 Annual Meeting.
2. Section 1 (Purpose) of the Plan is hereby
amended and restated in its entirety to read as follows:
1. PURPOSE: The purpose of the iGo, Inc. Omnibus Long-Term
Incentive Plan is to provide certain employees, non-employee
directors of, and consultants to, iGo, Inc. and its Affiliates
(as hereinafter defined) with the opportunity to receive
stock-based and other long-term incentive grants in order to
attract and retain qualified individuals and to align their
interests with those of shareholders.
3. Section 3(h) (Definitions
Consultant) of the Plan is hereby amended and restated in
its entirety to read as follows:
(h) Consultant shall mean an individual who
serves as a consultant or adviser who provides services to the
Company or an Affiliate as an independent contractor and not as
an Employee; provided however that a Consultant may become a
Participant only if he or she: (i) is a natural person;
(ii) provides bona fide services to the Company; and
(iii) provides services that are not in connection with the
offer or sale of the Companys securities in a
capital-raising transaction and do not promote or maintain a
market for securities.
4. Section 3(p) (Definitions
Participant) of the Plan is hereby amended and restated in
its entirety to read as follows:
(p) Participant shall mean an Employee,
Non-Employee Director, or Consultant selected by the Committee
to receive Awards under the Plan.
5. Section 3 (Definitions) of the Plan is
hereby amended by adding the following definition to the end
thereof:
(cc) Non-Employee Director shall mean an
individual who serves as a non-employee director of the Company.
6. Section 6 (Eligibility) of the Plan is
hereby amended and restated in its entirety to read as follows:
6. ELIGIBILITY: The Committee from time to time may
designate which Employees, Non-Employee Directors, or
Consultants shall become Participants under the Plan.
7. Section 16 (No Right to Awards) of the Plan
is hereby amended and restated in its entirety to read as
follows:
16. NO RIGHT TO AWARDS: No Employee, Non-Employee Director,
or Consultant shall have any claim to be granted any Award under
the Plan, and there is no obligation for uniform treatment of
Participants under the Plan. The terms and conditions of Awards
need not be the same with respect to different Participants.
8. Section 17 (No Right to Employment) of the
Plan is hereby amended and restated in its entirety to read as
follows:
17. NO RIGHT TO EMPLOYMENT OR SERVICE: The grant of an
Award shall not be construed as giving a Participant the right
to be retained in the employ or in the service as a Non-Employee
Director of, or Consultant to, the Company or an Affiliate, as
the case may be. The Company may at any time terminate an
A-1
Employees employment or a Non-Employee Directors or
Consultants provision of services free from any liability
or any claim under the Plan, unless otherwise provided in the
Plan or an Award Agreement, or with respect to Non-Employee
Directors, as otherwise provided by law, the Companys
certificate .
9. This First Amendment amends only the provisions of the
Plan as noted above, and those provisions not expressly amended
shall be considered in full force and effect. Notwithstanding
the foregoing, this First Amendment shall supersede the
provisions of the Plan to the extent those provisions are
inconsistent with the provisions and intent of this First
Amendment.
IN WITNESS WHEREOF, the Company has caused this First Amendment
to be executed as of this day
of ,
2010.
iGo, INC.
A-2
Proxy Card for Stockholders
iGo, Inc.
This Proxy is solicited on behalf of the Companys Board of Directors.
The undersigned hereby: appoints Michael D. Heil, Brian M. Roberts and Darryl S. Baker, or
any one of them, the undersigneds proxy with full power of substitution for and in the name, place
and stead of the undersigned to vote all shares of Common Stock of iGo, Inc. owned by the
undersigned standing in the name of the undersigned, or with respect to which the undersigned is
entitled to vote at the Annual Meeting of Stockholders of iGo, Inc. (the Meeting) to be held at
the Scottsdale Marriott at McDowell Mountains, 16770 North Perimeter Drive, Scottsdale, Arizona
85260 at 10:00 a.m. local time on Tuesday, May 18, 2010 and any adjournments thereof, on the
following matters as indicated below and such other business as may properly come before the
Meeting.
This Proxy, when properly executed and timely returned, will be voted in the manner directed
herein by the stockholder. If no direction is made, this Proxy will be voted FOR the nominee as
director, FOR approval of an amendment to the iGo, Inc. Omnibus Long-Term Incentive Plan to include
non-employee directors as eligible participants, FOR ratification of KPMG LLP as independent
registered public accounting form for fiscal year ending December 31, 2010, and in the discretion
of the proxies on any other matters that may properly come before the Meeting and any adjournments
thereof.
The undersigned hereby revokes any proxy heretofore given to vote or act with respect to the
Common Stock of the Company and hereby ratifies and confirms all that the proxies, their
substitutes, or any of them lawfully do by virtue hereof.
PLEASE mark, sign, date and return the proxy card promptly using the enclosed envelope. No
postage is required if mailed in the United States.
(Continued and to be signed on the other side)
IGO, INC.
ANNUAL MEETING OF STOCKHOLDERS
MAY 18, 2010
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1.
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FOR the election of Frederic Welts as director
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WITHHOLD AUTHORITY to elect Frederic Welts as director
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2.
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FOR approval of an amendment to the Companys Omnibus Long-Term Incentive Plan to include non-employee directors as eligible participants
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AGAINST approval of an amendment to the iGo, Inc. Omnibus Long-Term Incentive Plan to include non-employee directors as eligible participants
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ABSTAIN
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3.
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FOR the ratification of KPMG LLP as independent registered public accounting firm for fiscal
year ending December 31, 2010
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AGAINST the ratification of KPMG LLP as independent registered public accounting firm for
fiscal year ending December 31, 2010
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ABSTAIN
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In the discretion of the proxies on any other matters that may properly come before the
meeting or any adjournments thereof including, without limitation, a vote to adjourn or
postpone the meeting. |
Please date this proxy and sign exactly as your name appears hereon. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such. If a corporation,
please sign in full corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
DATED: , 2010
Signature if held jointly
Please mark, date, sign and mail your proxy promptly in the envelope provided.