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 23,
2009
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 Thursday, June 18, 2009 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 2012, 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, 2008.
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 June 18, 2009
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 Thursday, June 18, 2009 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 2012;
2. to ratify the selection of KPMG LLP as our independent
registered public accounting firm for the fiscal year ending
December 31, 2009; and
3. 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 20, 2009
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 June 18,
2009 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 23, 2009
TABLE OF
CONTENTS
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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 June 18, 2009
This proxy statement and the accompanying proxy are first being
mailed on or about April 27, 2009 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
June 18, 2009 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 2012;
2. the ratification of the selection of KPMG LLP as our
independent registered public accounting firm for the fiscal
year ending December 31, 2009; and
3. 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 June 18, 2009. 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 20, 2009. 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 32,295,698 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, abstentions
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 ratification
of the selection of KPMG LLP as our independent registered
public accounting firm for the fiscal year ending
December 31, 2009; and (iii) 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 Michael D. Heil for election to the
Board as Class III director at the meeting, to serve until
the 2012 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. Heil to the Board. Mr. Heil has
consented to serve as a director of the Company if elected. If,
at the time of the meeting, Mr. Heil 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. Heil 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 Larry M. Carr, who will serve
until the annual meeting of stockholders to be held in 2010.
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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 consists of Michael D. Heil, who will serve until
the annual meeting of stockholders to be held in 2009.
Mr. Heil is also the Class III nominee and, if
elected, will continue to 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
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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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and Term / Executive Officer
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Michael D. Heil(1)
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President and Chief Executive Officer and Director Nominee for
term expiring in 2012
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Peter L. Ax(2)(3)(4)
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Director with term expiring in 2011
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Larry M. Carr(2)(3)(4)
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Director with term expiring in 2010
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Michael J. Larson(2)(3)(4)
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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 Corporate Governance and Nominating Committee |
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Member of 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.
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
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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.
Larry M. Carr has been a director since September 2000
and is Chairman of the Corporate Governance and Nominating
Committee and a member of the Compensation and Human Resources
Committee and Audit Committee. Mr. Carr is also Chairman of
the Board of NurseCore Management Services, LLC, a temporary
services company in the healthcare industry.
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 2002 to March 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 2001, Mr. Larson served in a variety of senior
management 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.
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 currently serves as a member of the AeA
National Committee on Sarbanes- Oxley. 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, 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 recommends a vote FOR the election of
Mr. Heil to the Board.
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THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE
FOR THE ELECTION OF MICHAEL D. HEIL TO THE BOARD OF
DIRECTORS.
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 4200(a)(15):
Peter L. Ax
Larry M. Carr
Michael J. Larson
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 2008, the Board held 11
meetings, the Compensation and Human Resources Committee held
nine meetings, the Audit Committee held nine meetings, and the
Corporate Governance and Nominating Committee held four
meetings. During 2008, 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), Carr and Larson. 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
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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.
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 Carr.
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 2008 was composed of three
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 2008, 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. Carr (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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6
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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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.
7
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.
COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of Messrs. Ax, Carr or Larson, 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
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
8
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 six directors at the time of the 2008
annual meeting of stockholders and, with the exception of Robert
W. Shaner who was 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
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.
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 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. We
grant equity awards under the 2004 Non-Employee Director
Long-Term Incentive Plan (the 2004 Director
Plan). Under this plan, we may 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 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.
The compensation paid to 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 attended;
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a grant of 30,000 RSUs under the 2004 Director Plan upon
election, or re-election, to the board of directors that vests
in full on the third 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 2,000 RSUs under the 2004 Director Plan
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 1,500 RSUs under the 2004 Director Plan
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 1,000 RSUs under the 2004 Director Plan
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 1,000 RSUs under the 2004 Director Plan
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 under the 2004 Director Plan
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.
Director
Compensation Table
The following table sets forth information regarding the
compensation of our non-employee directors for 2008.
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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59,200
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29,677
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88,877
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Larry M. Carr
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59,200
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53,406
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112,606
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Jeffrey R. Harris(2)
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26,894
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38,404
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65,298
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William O. Hunt(3)
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9,184
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14,296
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23,480
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Michael J. Larson
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74,200
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47,507
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121,707
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Robert W. Shaner(4)
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39,717
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5,557
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45,274
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(1) |
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The number of RSUs held by the non-employee directors under the
2004 Director Plan at December 31, 2008 was as
follows: Mr. Ax (41,666), Mr. Carr (37,000), and
Mr. Larson (51,166). The amount shown in this column
reflects the compensation expense recognized by the Company in
2008 in accordance with SFAS 123(R), disregarding for this
purpose the estimate of forfeitures related to service-based
vesting conditions, for the outstanding RSUs granted to the
Directors during 2008 and prior years. The amount of RSUs
granted in 2008 and the grant date fair value computed in
accordance with SFAS 123(R) 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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16,666
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21,166
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Larry M. Carr
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7,000
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8,890
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Jeffrey Harris
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William O. Hunt
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Michael J. Larson
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24,499
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30,364
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Robert W. Shaner
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10,000
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12,700
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A discussion of the assumptions used in calculating the
compensation cost is set forth in Note 15 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 2006, 2007 and
2008 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 2006,
2007 and 2008 for their |
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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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We did not incur any compensation costs in 2008 for financial
statement purposes in accordance with SFAS 123(R) for stock
options granted in previous years to non-employee directors
under the Companys 1996 Incentive Stock Option Plan (the
1996 Plan) and the 2004 Director Plan because
all of these options were fully vested prior to January 1,
2008. No stock options were granted to the non-employee
directors in 2008, and the director compensation program no
longer includes the granting of stock options. None of our
directors currently hold any stock options. A discussion of the
assumptions used in calculating the compensation cost is set
forth in Note 17 of the Notes to Consolidated Financial
Statements of our Annual Report to Stockholders. |
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(2) |
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Mr. Harris term as a member of iGos board of
directors expired on May 21, 2008, and he was not nominated
for re-election. |
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(3) |
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Mr. Hunt resigned as a member of iGos board of
directors on March 6, 2008. |
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Mr. Shaner passed away on September 6, 2008. |
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 be competitive with those of a peer
group which we have selected for comparative purposes and 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.
The Compensation Committees membership is determined by
the Board of Directors and is currently composed of
Messrs. Larson (Chairman), Ax and Carr. 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 2008, the
Compensation Committee did not delegate any of its
responsibilities. The Compensation Committee did not engage any
consultants in 2006, 2007 or 2008, 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 (each meeting concludes 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
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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 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, so
that our NEOs will be incentivized to increase stockholder value
over the long term. 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 SFAS 123(R). We provide for
both performance-based and time vesting because we believe that
our NEOs should benefit from meeting or exceeding the goals we
establish for performance vesting, while also providing for time
vesting in order to encourage our NEOs to remain with iGo.
12
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
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:
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Component
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Type of Payment
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Goal and Objective
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Base Salary
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Fixed annual cash payments with each executive eligible for
annual increase.
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Attract and retain executive talent.
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Annual Incentive Bonus
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Company and individual performance-based annual cash payment.
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Encourage growth/increase stockholder value. Recognize
contribution of management.
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Long-term Incentives
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Company and individual performance-based equity awards.
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Align interests of executives with those of our stockholders.
Encourage executive retention.
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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. The competitive benchmarking utilized by the
Compensation Committee in setting compensation is 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
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. However, our Compensation
Committees philosophy 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 (which we believe is at the
50th percentile of our peer group) while providing the
opportunity to be well rewarded through equity if iGo performs
well over time.
Base Salary. During 2008, 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 within our
50th percentile target.
13
Effective April 1, 2008, Ms. Brubachers base
salary was increased by $10,000 to a total base salary of
$268,500, Mr. Downers base salary was increased by
$15,000 to a total base salary of $245,000 per year, and
Mr. Roberts base salary was increased by $30,000 to a
total base salary of $195,000 per year. During 2008, there was
no adjustment to Mr. Heils or
Mr. Thorntons base salary, although effective
April 1, 2009, Mr. Heils base salary was
decreased by $20,000 to a total base salary of $380,000 per year.
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 continue to rely heavily on
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. For more information about the amounts payable under
our incentive compensation programs, please refer to the Grants
of Plan-Based Awards Table on page 19.
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 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, 2008 (see Risk Factors
section), and contribute to our belief that our incentive
performance goals should be challenging to obtain. Some of these
challenges include the current global economic conditions and
uncertain outlook, our ability to generate new, or 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
2009 performance targets to be difficult to achieve.
The following is a summary of the individual incentive
compensation programs for our NEOs during 2008:
Michael D. Heil. Under the 2008 program, the
EBITDA and revenue targets accounted for 60% and 40% of
Mr. Heils targeted bonus, respectively. Mr. Heil
received a bonus of $164,134 as a result of the achievement of
the 2008 EBITDA and revenue targets.
Joan W. Brubacher. Under the 2008 program, the
EBITDA and revenue targets accounted for 60% and 40% of
Ms. Brubachers targeted bonus, respectively.
Ms. Brubacher received a bonus of $93,407 as a result of
the achievement of the 2008 EBITDA and revenue targets.
Jonathan S. Downer. Under the 2008 program,
the EBITDA and revenue targets accounted for 60% and 40% of
Mr. Downers targeted bonus, respectively. Under the
2008 program, Mr. Downer was also eligible to receive a
quarterly commission based on iGos quarterly revenues.
Mr. Downer received a bonus of $42,314 as a result of the
achievement of the 2008 EBITDA and revenue targets and quarterly
sales commissions totaling $55,667 based on iGos quarterly
revenues.
14
Brian M. Roberts. Under the 2008 program, the
EBITDA and revenue targets accounted for 60% and 40% of
Mr. Roberts targeted bonus, respectively.
Mr. Roberts received a bonus of $32,750 as a result of the
achievement of the 2008 EBITDA and revenue targets.
Walter F. Thornton. Under the 2008 program,
the EBITDA and revenue targets accounted for 60% and 40% of
Mr. Thorntons targeted bonus, respectively.
Mr. Thornton received a bonus of $38,982 as a result of the
achievement of the 2008 EBITDA and revenue targets.
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 our Omnibus Long-Term
Incentive Plan (the 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:
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Stock options;
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Stock appreciation rights;
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Restricted stock awards;
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Performance awards; and
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Other stock-based awards.
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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 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 have vested, with the remaining 50% scheduled to vest 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
15
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 receives, and Ms. Brubacher received prior to
her departure, a supplemental executive health insurance policy
and reimbursement for their home internet costs.
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.
16
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 2008, 2007 and 2006.
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Non-Equity
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Stock
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Option
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Incentive Plan
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All Other
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Name and Principal
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Salary
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Bonus(1)
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Awards(2)
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Awards(3)
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Compensation
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Compensation
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Total
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Position
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Year
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($)
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($)
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($)
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($)
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(4)($)
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(5)($)
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($)
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Michael D. Heil
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2008
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400,000
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497,656
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164,134
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14,079
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1,075,869
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President, Chief
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2007
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223,077
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215,833
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190,193
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11,852
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640,955
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Executive Officer
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2006
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and Member of the Board of Directors
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Joan W. Brubacher(6)
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2008
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265,577
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296,028
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93,407
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19,687
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674,699
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Executive Vice
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2007
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258,500
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247,652
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105,353
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8,891
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620,396
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President and Chief
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2006
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256,808
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163,370
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12,402
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38,595
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18,107
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489,283
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Financial Officer
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Jonathan S. Downer(7)
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2008
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240,615
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303,411
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97,981
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4,133
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646,140
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Senior Vice President,
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2007
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218,576
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7,274
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178,161
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90,634
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2,319
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496,964
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Worldwide Sales and Distribution
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2006
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98,538
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114,000
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44,954
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3,000
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260,493
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Walter F. Thornton
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2008
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190,000
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121,240
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38,982
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3,215
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353,437
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Vice President, Product
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2007
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166,923
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91,005
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34,015
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6,854
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298,797
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Management and Supply Chain
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2006
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131,346
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55,816
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11,821
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5,254
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204,237
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Brian M. Roberts
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2008
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186,231
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130,040
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32,750
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6,200
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355,221
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Vice President, General
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2007
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165,000
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99,805
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33,623
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6,362
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304,790
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Counsel and Secretary
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2006
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152,885
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54,984
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24,580
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6,046
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238,495
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(1) |
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The bonus amounts for Mr. Downer represent a $14,000
signing bonus and two minimum quarterly payments of $50,000 each
for the third and fourth quarters of 2006 which were guaranteed
at his hiring date. |
|
(2) |
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The amount shown in this column reflects the compensation
expense for outstanding RSUs recognized by the Company in 2008,
2007 and 2006 in accordance with SFAS 123(R), disregarding
for this purpose the estimate of forfeitures related to
service-based vesting conditions. There were no forfeitures by
the NEOs in 2008, 2007 and 2006. The RSUs for which this expense
is shown in this table also includes awards granted in 2005 for
which the Company recognized expense in 2008, 2007 and 2006. A
discussion of the assumptions used in calculating the
compensation cost is set forth in Note 15 to the Notes to
our consolidated financial statements included in our Annual
Report on
Form 10-K. |
|
(3) |
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The amount shown in this column reflects the compensation
expense for options recognized by the Company in 2008, 2007 and
2006 in accordance with SFAS 123(R), disregarding for this
purpose the estimate of forfeitures related to service-based
vesting conditions. There were no forfeitures by the NEOs in
2008, 2007 and 2006. The stock option awards for which this
expense is shown in this table includes awards granted in 2002
and 2003 for which the Company continued to recognize expense in
2008, 2007 and 2006. A discussion of the assumptions used in
calculating the compensation cost is set forth in Note 15
to the Notes to our consolidated financial statements included
in our Annual Report on Form
10-K. No
options were granted to our NEOs in 2008, 2007 or 2006. |
|
(4) |
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The amount shown in this column represents the annual cash
incentive award earned under the Companys incentive cash
bonus plan. |
17
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(5) |
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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. |
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401(k) Match
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|
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Executive Health
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Travel
|
|
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Internet
|
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Name
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Year
|
|
|
($)
|
|
|
Insurance($)
|
|
|
Reimbursements($)
|
|
|
Reimbursement($)
|
|
|
Michael D. Heil
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2008
|
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6,728
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6,800
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|
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|
|
|
551
|
|
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
11,727
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|
|
|
125
|
|
|
|
|
2006
|
|
|
|
|
|
|
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|
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Joan W. Brubacher
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2008
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5,088
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|
|
14,000
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|
|
|
|
|
|
|
599
|
|
|
|
|
2007
|
|
|
|
7,556
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|
|
|
796
|
|
|
|
|
|
|
|
539
|
|
|
|
|
2006
|
|
|
|
8,464
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|
|
|
9,149
|
|
|
|
|
|
|
|
494
|
|
Jonathan Downer
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|
|
2008
|
|
|
|
4,133
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
|
2,319
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Walter F. Thornton
|
|
|
2008
|
|
|
|
3,215
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
|
6,854
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
|
5,254
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brian M. Roberts
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|
2008
|
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|
|
6,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
|
6,362
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
|
6,046
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|
Effective February 18, 2009, Ms. Brubacher departed
iGo. |
|
(7) |
|
Effective April 1, 2009, Mr. Downer departed iGo. |
GRANTS OF
PLAN-BASED AWARDS TABLE
The following table sets forth information regarding the grants
of annual cash incentive compensation and RSUs to our NEOs
during 2008.
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
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|
|
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|
|
|
|
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|
|
|
|
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Stock
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Grant Date
|
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Awards:
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Fair Value
|
|
|
|
|
|
|
Estimated Future Payouts Under
|
|
|
Number of
|
|
|
of Stock
|
|
|
|
|
|
|
Non-Equity Incentive Plan Awards(1)
|
|
|
Shares of
|
|
|
and Option
|
|
|
|
Grant
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Stock or
|
|
|
Awards
|
|
Name
|
|
Date
|
|
|
($)(1)
|
|
|
($)(1)
|
|
|
($)(1)
|
|
|
Units(2)(#)
|
|
|
(3)($)
|
|
|
Michael D. Heil
|
|
|
|
|
|
|
70,000
|
|
|
|
280,000
|
|
|
|
560,000
|
|
|
|
|
|
|
|
|
|
Joan W. Brubacher(4)
|
|
|
|
|
|
|
40,275
|
|
|
|
161,100
|
|
|
|
322,200
|
|
|
|
|
|
|
|
|
|
|
|
|
03/19/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
200,000
|
|
|
|
258,000
|
|
Jonathan Downer(4)
|
|
|
|
|
|
|
36,750
|
|
|
|
147,000
|
|
|
|
294,000
|
|
|
|
|
|
|
|
|
|
|
|
|
03/19/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
200,000
|
|
|
|
258,000
|
|
Walter F. Thornton
|
|
|
|
|
|
|
16,625
|
|
|
|
66,500
|
|
|
|
133,000
|
|
|
|
|
|
|
|
|
|
|
|
|
03/19/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
125,000
|
|
|
|
161,250
|
|
Brian M. Roberts
|
|
|
|
|
|
|
14,625
|
|
|
|
58,500
|
|
|
|
117,000
|
|
|
|
|
|
|
|
|
|
|
|
|
03/19/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
125,000
|
|
|
|
161,250
|
|
18
|
|
|
(1) |
|
These columns show the range of awards under our final 2008
incentive compensation program, which is described in the
section Elements of the Compensation Program
Incentive Compensation in the Compensation Discussion and
Analysis. The threshold column represents the amount
payable if the EBITDA target is attained at the 25% level of
performance. |
|
|
|
The target column represents the amount payable if
the EBITDA target is attained at the 100% level. |
|
|
|
The maximum column represents the maximum payout if
the EBITDA target is attained at the 200% level. |
|
|
|
The incentive cash bonus amount for 2008 was paid in March 2009
and is reflected in the Summary Compensation Table in the column
entitled Non-Equity Incentive Plan Compensation. |
|
(2) |
|
Reflects RSUs granted under our the Omnibus Plan as described in
the section Equity Compensation in Compensation
Discussion and Analysis. Subject to continued employment,
twenty-five percent (25%) of these RSUs automatically vested on
March 19, 2009, with the remainder vesting twenty-five
percent (25%) per year on each of March 19, 2010,
March 19, 2011, and March 19, 2012. These RSUs will
vest earlier, in full, upon a change of control, or on a pro
rata basis upon the individuals death, disability,
termination without cause or retirement. The dollar amount
recognized by us for these awards is shown in the Summary
Compensation Table in the column entitled Stock
Awards and their valuation assumptions are referenced in
footnote 2 of that table. |
|
(3) |
|
The grant date fair value of the stock awards was computed in
accordance with SFAS 123(R). A discussion of the
assumptions used in calculating the compensation cost is set
forth in Note 15 to the Notes to our consolidated financial
statements included in our Annual Report on
Form 10-K. |
|
(4) |
|
As a result of Ms. Brubachers departure from iGo,
effective February 18, 2009, the 200,000 RSUs granted to
Ms. Brubacher on March 19, 2008 vested on a pro rata
basis, resulting in the vesting of 45,833 RSUs and the
forfeiture of the remaining 154,167 RSUs. |
|
(5) |
|
As a result of the departure of Mr. Downer from iGo,
effective April 1, 2009, the 200,000 RSUs granted to
Mr. Downer on March 19, 2008 vested twenty-five
percent (25%) pursuant to its terms on March 19, 2009, and
the remaining 150,000 RSUs were forfeited. |
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, former CFO and remaining NEOs.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of Annual
|
|
|
|
% of Salary to
|
|
|
Cash Incentive Payment
|
|
Name
|
|
Total Compensation
|
|
|
to Total Compensation
|
|
|
Michael D. Heil
|
|
|
37
|
|
|
|
15
|
|
Joan W. Brubacher
|
|
|
39
|
|
|
|
14
|
|
Jonathan Downer
|
|
|
37
|
|
|
|
15
|
|
Walter F. Thornton
|
|
|
54
|
|
|
|
11
|
|
Brian M. Roberts
|
|
|
52
|
|
|
|
9
|
|
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
salary base as determined by the Board of Directors. We do not
have employment agreements with Messrs. 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, 2008,
Mr. Heils annual base salary was $400,000. Effective
April 1, 2009, Mr. Heils annual base salary was
decreased to $380,000. Mr. Heil has a targeted annual
calendar year cash
19
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.
Walter F. Thornton. As of December 31,
2008, 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
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,
2008, 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.
Ms. 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.
Jonathan S. Downer. Effective April 1,
2009, Mr. Downer departed iGo. Pursuant to a separation
agreement and general release, Mr. Downer received
(a) a total cash payment of $20,417, which represented one
month payment of his annual base salary and
(b) reimbursement of the cost associated with maintaining
his medical and dental benefits through April 30, 2009. All
of the 236,250 outstanding and unvested RSU awards held by
Mr. Downer at the time of his departure were forfeited.
20
The table below contains certain information concerning
termination and change in control payments as if the event
occurred on December 31, 2008 for our NEOs.
TERMINATION
AND CHANGE IN CONTROL PAYMENTS TABLE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before Change
|
|
|
After Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in Control
|
|
|
in Control
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination w/o
|
|
|
Termination w/o
|
|
|
Voluntary
|
|
|
|
|
|
|
|
|
|
|
|
Just Cause or
|
|
|
Just Cause or
|
|
|
Termination
|
|
|
|
|
|
|
|
|
|
|
|
Constructive
|
|
|
Constructive
|
|
|
or with
|
|
|
Death /
|
|
|
Change in
|
|
|
|
|
|
Termination
|
|
|
Termination
|
|
|
Just Cause
|
|
|
Disability
|
|
|
Control
|
|
Name
|
|
Type of Benefit
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
Michael D. Heil
|
|
Severance Pay
|
|
|
680,000
|
(1)
|
|
|
680,000
|
(1)
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
RSU Acceleration
|
|
|
164,062
|
|
|
|
612,500
|
|
|
|
-0-
|
|
|
|
164,062
|
|
|
|
612,500
|
|
|
|
Total
|
|
|
844,062
|
|
|
|
1,292,500
|
|
|
|
-0-
|
|
|
|
164,062
|
|
|
|
612,500
|
|
Joan W. Brubacher(6)
|
|
Severance Pay
|
|
|
134,250
|
(2)
|
|
|
429,600
|
(3)
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
RSU Acceleration
|
|
|
74,391
|
|
|
|
217,875
|
|
|
|
-0-
|
|
|
|
74,391
|
|
|
|
217,875
|
|
|
|
Total
|
|
|
208,641
|
|
|
|
647,475
|
|
|
|
-0-
|
|
|
|
74,391
|
|
|
|
217,875
|
|
Jonathan S. Downer(7)
|
|
Severance Pay
|
|
|
338,596
|
(4)
|
|
|
338,596
|
(4)
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
RSU Acceleration
|
|
|
64,112
|
|
|
|
215,250
|
|
|
|
-0-
|
|
|
|
64,112
|
|
|
|
215,250
|
|
|
|
Total
|
|
|
402,708
|
|
|
|
553,846
|
|
|
|
-0-
|
|
|
|
64,112
|
|
|
|
215,250
|
|
Walter F. Thornton
|
|
Severance Pay
|
|
|
95,000
|
(2)
|
|
|
128,250
|
(5)
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
RSU Acceleration
|
|
|
31,324
|
|
|
|
111,890
|
|
|
|
-0-
|
|
|
|
31,324
|
|
|
|
111,890
|
|
|
|
Total
|
|
|
126,324
|
|
|
|
240,140
|
|
|
|
-0-
|
|
|
|
31,324
|
|
|
|
111,890
|
|
Brian M. Roberts
|
|
Severance Pay
|
|
|
97,500
|
(2)
|
|
|
126,750
|
(5)
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
RSU Acceleration
|
|
|
36,777
|
|
|
|
122,390
|
|
|
|
-0-
|
|
|
|
36,777
|
|
|
|
122,390
|
|
|
|
Total
|
|
|
134,277
|
|
|
|
249,140
|
|
|
|
-0-
|
|
|
|
36,777
|
|
|
|
122,390
|
|
|
|
|
(1) |
|
These amounts reflect a lump sum payment equal to 100% of
Mr. Heils annual base salary plus a pro rated bonus
at the 100% performance level. |
|
(2) |
|
These amounts reflect a lump sum payment equal to 50% of the
individuals annual base salary during 2008. |
|
(3) |
|
These amounts reflect a lump sum payment equal to
Ms. Brubachers annual base salary during 2008 plus
her annual incentive compensation at the 100% performance level. |
|
(4) |
|
These amounts reflect a lump sum payment equal to the salary,
cash incentives and bonus earned by Mr. Downer during 2008. |
|
(5) |
|
These amounts reflect a lump sum payment equal to 50% of the
individuals annual base salary during 2008 plus 50% of his
incentive compensation at the 100% performance level. |
|
(6) |
|
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. |
|
(7) |
|
Effective April 1, 2009, Mr. Downer departed iGo.
Pursuant to a separation agreement and general release,
Mr. Downer received (a) a total cash payment of
$20,417, which represented one month payment of his annual base
salary and (b) reimbursement of the cost associated with
maintaining his medical and dental benefits through
April 30, 2009. All of the 236,250 outstanding and unvested
RSU awards held by Mr. Downer at the time of his departure
were forfeited. |
We believe that our severance and change in control provisions
are consistent with the programs and levels of severance and
post employment compensation of other companies in our peer
group and believe that these arrangements are reasonable.
21
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
The following table sets forth information concerning
unexercised stock options outstanding and unvested RSUs for each
of the NEOs as of December 31, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market Value
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
Number of
|
|
|
of Shares of
|
|
|
|
Securities
|
|
|
|
|
|
|
|
|
Shares or
|
|
|
Units of
|
|
|
|
Underlying
|
|
|
Option
|
|
|
|
|
|
Units That
|
|
|
Stock That
|
|
|
|
Unexercised
|
|
|
Exercise
|
|
|
Option
|
|
|
Have Not
|
|
|
Have Not
|
|
|
|
Options (#)
|
|
|
Price
|
|
|
Expiration
|
|
|
Vested
|
|
|
Vested
|
|
Name
|
|
Exercisable(1)
|
|
|
($)
|
|
|
Date
|
|
|
(#)
|
|
|
($)
|
|
|
Michael D. Heil(2)
|
|
|
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
875,000
|
|
|
|
612,500
|
|
Joan W. Brubacher(3)
|
|
|
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
311,250
|
|
|
|
217,875
|
|
|
|
|
42,860
|
|
|
|
0.99
|
|
|
|
02/07/09
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
9.05
|
|
|
|
12/16/09
|
|
|
|
|
|
|
|
|
|
Jonathan Downer(4)
|
|
|
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
307,500
|
|
|
|
215,250
|
|
Walter F. Thornton(5)
|
|
|
5,000
|
|
|
|
8.46
|
|
|
|
10/28/09
|
|
|
|
159,843
|
|
|
|
111,890
|
|
Brian M. Roberts(6)
|
|
|
15,000
|
|
|
|
7.44
|
|
|
|
09/11/09
|
|
|
|
174,843
|
|
|
|
122,390
|
|
|
|
|
15,000
|
|
|
|
8.48
|
|
|
|
05/26/10
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
All of the Companys outstanding options were fully vested
as of December 31, 2008. |
|
(2) |
|
Subject to continued employment, twenty-five percent (25%) of
375,000 of Mr. Heils RSUs automatically vest on each
of June 11, 2009, June 11, 2010 and June 11,
2011, 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. On March 19, 2008,
the Compensation Committee amended the vesting schedule for
500,000 of Mr. Heils RSUs such that, subject to
continued employment, twenty-five percent (25%) of these RSUs
automatically vested on March 19, 2009, with twenty-five
percent (25%) of these remaining RSUs vesting on each of
March 19, 2010, March 19, 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) |
|
As a result of Mr. Downers departure from the
Company, effective April 1, 2009, the 236,250 RSUs held by
him at that time were all forfeited. |
|
(5) |
|
Subject to continued employment, 18,437 of
Mr. Thorntons RSUs vest in full on January 13,
2010, 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. Twenty-five percent
(25%) of 16,406 of Mr. Thorntons RSUs vested on
January 2, 2009 and, subject to continued employment,
twenty-five percent (25%) of these remaining RSUs will vest on
January 2, 2010 and January 2, 2011, 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. Twenty-five percent (25%) of 125,000 of
Mr. Thorntons RSUs vested on March 19, 2009 and,
subject to continued employment, twenty-five percent (25%) of
these remaining RSUs will vest on March 19, 2010,
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) |
|
Subject to continued employment, 18,437 of Mr. Roberts RSUs
vest in full on January 13, 2010, 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. Twenty-five percent (25%) of 31,406 of
Mr. Roberts RSUs vested on January 2, 2009 and,
subject to continued employment, twenty-five percent (25%) of
these remaining RSUs will vest on January 2, 2010 and
January 2, 2011, 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.
Twenty-five percent (25%) of 125,000 of Mr. Roberts
RSUs vested on March 19, 2009 and, subject to continued
employment, twenty-five percent (25%) of these remaining RSUs
will vest on March 19, 2010, 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. |
22
OPTION
EXERCISES AND STOCK VESTED
The following table reflects the aggregate value realized by the
NEOs for option exercises and for RSUs that vested in 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
Number of
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
Shares Acquired
|
|
|
Value Realized
|
|
|
Shares Acquired
|
|
|
Value Realized
|
|
|
|
on Exercise
|
|
|
on Exercise(1)
|
|
|
on Vesting
|
|
|
on Vesting(2)
|
|
Name
|
|
(#)
|
|
|
($)
|
|
|
(#)
|
|
|
($)
|
|
|
Michael D. Heil
|
|
|
|
|
|
|
|
|
|
|
125,000
|
|
|
|
160,000
|
|
Joan W. Brubacher
|
|
|
10,714
|
|
|
|
964
|
|
|
|
73,750
|
|
|
|
102,800
|
|
Jonathan Downer
|
|
|
|
|
|
|
|
|
|
|
52,500
|
|
|
|
74,413
|
|
Walter F. Thornton
|
|
|
|
|
|
|
|
|
|
|
23,907
|
|
|
|
33,123
|
|
Brian M. Roberts
|
|
|
|
|
|
|
|
|
|
|
28,907
|
|
|
|
41,323
|
|
|
|
|
(1) |
|
The value realized on exercise is the aggregate excess over the
fair market value of the option at the time of the exercise and
the grant price of the option times the number of options
exercised. |
|
(2) |
|
The value realized is the fair market value on the date the RSUs
vested. |
23
PRINCIPAL
STOCKHOLDERS
The following table sets forth certain information regarding the
beneficial ownership of our common stock as of April 20,
2009 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(4)
|
|
|
9,500
|
|
|
|
*
|
|
Larry M. Carr(5)
|
|
|
364,101
|
|
|
|
1.1
|
%
|
Michael D. Heil(6)
|
|
|
841,394
|
|
|
|
2.6
|
%
|
Michael J. Larson(7)
|
|
|
17,333
|
|
|
|
*
|
|
Walter F. Thornton(8)
|
|
|
50,688
|
|
|
|
*
|
|
Brian M. Roberts(9)
|
|
|
77,107
|
|
|
|
*
|
|
Darryl S. Baker(10)
|
|
|
97,161
|
|
|
|
*
|
|
Joan W. Brubacher(11)
|
|
|
283,873
|
|
|
|
1.0
|
%
|
Jonathan S. Downer(12)
|
|
|
85,299
|
|
|
|
*
|
|
Executive officers and directors as a group (9 persons)
|
|
|
1,826,456
|
|
|
|
5.7
|
*
|
5% or more Stockholders:
|
|
|
|
|
|
|
|
|
Adage Capital Partners, L.P.(13)
|
|
|
7,349,500
|
|
|
|
22.8
|
%
|
Crossfields Fund I LP, Crossfields Capital Management LLC
and Philip Summe(14)
|
|
|
1,747,877
|
|
|
|
5.4
|
%
|
|
|
|
* |
|
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
32,295,698 shares of common stock outstanding as of
April 20, 2009. 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 20, 2009,
including upon the exercise of an option or warrant. |
|
(4) |
|
Includes 7,500 RSUs scheduled to vest on May 21, 2009. |
|
(5) |
|
Includes 140,149 shares of common stock held by OHA
Financial, Inc., of which Mr. Carr is a director and
majority stockholder; 61,855 shares held with
Ms. Sharon Carr as tenants in common; and 7,000 RSUs
scheduled to vest on May 21, 2009 |
|
(6) |
|
Includes 125,000 RSUs scheduled to vest on June 11, 2009. |
|
(7) |
|
Includes 15,333 RSUs scheduled to vest on May 21, 2009. |
|
(8) |
|
Includes 5,000 shares of common stock that may be purchased
upon the exercise of outstanding options. |
|
(9) |
|
Includes 30,000 shares of common stock that may be
purchased upon the exercise of outstanding options. |
24
|
|
|
(10) |
|
Includes 10,000 shares of common stock that may be
purchased upon the exercise of outstanding options. |
|
(11) |
|
Calculated based upon the shares held by Ms. Brubacher as
of the effective date of her departure from the Company on
February 18, 2009. |
|
(12) |
|
Calculated based upon the shares held by Mr. Downer as of
the effective date of his departure from the Company on
April 1, 2009. |
|
(13) |
|
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. |
|
(14) |
|
Based solely on a Schedule 13D filed with the Securities
and Exchange Commission on June 22, 2007. The
Schedule 13D indicates that these shares are held by
Crossfields Fund I LP, Crossfields Capital Management LLC
and Philip Summe, that each shares voting and disposition rights
with respect to these shares, and that each disclaims beneficial
ownership except to the extent of its pecuniary interest
therein. The address for each is
c/o Crossfields
Capital Management LLC, 800 Third Avenue, Suite 1701, New
York, New York 10022. |
EQUITY
COMPENSATION PLAN INFORMATION
The following table gives aggregate information regarding grants
under all of our equity compensation plans through
December 31, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
347,297
|
(1)
|
|
|
6.77
|
|
|
|
2,050,723
|
(2)
|
Equity compensation plans not approved by stockholders
|
|
|
600,238
|
(3)
|
|
|
8.39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total:
|
|
|
947,535
|
|
|
|
7.80
|
|
|
|
2,050,723
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes 1,768,222 shares available under the 2001 Employee
Stock Purchase Plan; 52,694 shares available under the
2004 Director Plan; and 229,807 shares available under
the Omnibus Plan. |
|
(2) |
|
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, and having an expiration date of
February 15, 2010, that may, under certain circumstances,
be extended to August 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
25
addition to any other factors the members of the Audit Committee
deem appropriate, in determining whether to approve a related
party transaction:
|
|
|
|
|
whether the terms are fair to iGo;
|
|
|
|
whether the transaction is material to iGo;
|
|
|
|
the role the related party has played in arranging the related
party transaction;
|
|
|
|
the structure of the related party transaction; and
|
|
|
|
the interest of all related persons in the related party
transaction.
|
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:
|
|
|
|
|
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
|
|
|
|
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
|
|
|
|
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.
|
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 2008, except
that one Form 4 reporting one transaction was not timely
filed by Mr. Carr.
PROPOSAL NO. 2
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, 2009. 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, 2008. 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.
26
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. If a stockholder executes and
returns a proxy, but does not specify how the shares represented
by such stockholders proxy are to be voted, such shares
will be voted FOR the ratification of selection of KPMG LLP as
our independent registered public accounting firm for the fiscal
year ending December 31, 2009. Abstentions will have the
same legal effect as a vote against the proposal.
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, 2009.
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 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, 2008 filed with the
Securities and Exchange Commission.
Respectfully submitted:
Peter L. Ax
Larry M. Carr
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 2008 and fiscal 2007 by KPMG LLP:
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
Audit Fees
|
|
$
|
400,000
|
|
|
$
|
500,000
|
|
Audit-Related Fees
|
|
|
|
|
|
|
21,500
|
|
Tax Fees
|
|
|
|
|
|
|
|
|
All Other Fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
400,000
|
|
|
$
|
521,500
|
|
|
|
|
|
|
|
|
|
|
Audit Fees for 2008 and 2007 consist of fees relating to
the audit of our year-end consolidated financial statements, the
audit of our internal control over financial reporting, and
reviews of our quarterly financial statements.
Audit-Related Fees for 2007 consist primarily of fees
relating to our response to a comment letter received from the
Securities and Exchange Commission and the review of
registration statements filed with the Securities and Exchange
Commission.
27
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.
STOCKHOLDER
PROPOSALS
Stockholder proposals intended for inclusion in the
Companys fiscal 2009 proxy statement and acted upon at the
Companys 2010 Annual Meeting of Stockholders (the
2010 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 28, 2009.
Stockholder proposals submitted for consideration at the 2010
Annual Meeting, but not submitted for inclusion in the
Companys fiscal 2009 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 December 20, 2009 and no
later than March 20, 2010 in order to be considered timely
under our Bylaws. However, if the date of the 2010 Annual
Meeting is a date that is more than 45 days before or after
June 18, 2010, the anniversary date of the 2009 Annual
Meeting, notice by the stockholder of a proposal must be
received no earlier than the close of business on
February 18, 2010 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 2008
(the 2008 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 Stockholder, the 2008 Annual
Report on
Form 10-K,
and this proxy statement are available at the Companys web
site at www.igo.com. The Company will deliver promptly
upon written or oral request a separate copy of the 2008 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 2008 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@mobl.com
28
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 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, 2008, 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 2008 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.
29
IGO, INC.
FORM 10-K
Accompanying this proxy statement is a copy of our Annual Report
for the fiscal year ended December 31, 2008 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 23, 2009
30
Proxy Card for Stockholders
iGo, Inc.
This Proxy is solicited on behalf of the Companys Board of Directors.
The undersigned hereby: (1) acknowledges receipt of the Notice of Annual Meeting of
Stockholders of iGo, Inc. (the Company) 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 June
18, 2009 (the Meeting), and the Proxy Statement and Annual Report on Form 10-K mailed therewith;
and (2) appoints Michael D. Heil, Brian M. Roberts and Darryl S. Baker, or any one of them, as 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 the Company owned by the undersigned standing in
the name of the undersigned, or with respect to which the undersigned is entitled to vote at the
Meeting 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 the ratification of KPMG LLP as independent registered public accounting form for
fiscal year ending December 31, 2009, 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
JUNE 18, 2009
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1.
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FOR the election of Michael D. Heil as director
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WITHHOLD AUTHORITY to elect Michael D. Heil as director
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2.
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FOR the ratification of KPMG LLP as independent registered public accounting firm for fiscal
year ending December 31, 2009
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AGAINST the ratification of KPMG LLP as independent registered public accounting firm for
fiscal year ending December 31, 2009
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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: , 2009
Signature if held jointly
Please mark, date, sign and mail your proxy promptly in the envelope provided.