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PROPOSAL 3—APPROVAL, BY NON-BINDING VOTE, OF 2015 EXECUTIVE COMPENSATION
Compensation Committee Report
The Compensation Committee of the Company’s Board of Directors has submitted the following report for inclusion in this
Proxy Statement:
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis
contained in this Proxy Statement. Based on the Compensation Committee’s review of and the discussions with management
with respect to the Compensation Discussion and Analysis, the Compensation Committee recommended to the Board of
Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in
the Company’s Annual Report on Form 10-K for fiscal 2015 for filing with the SEC.
The foregoing report is provided by the following directors, who constitute the fiscal year 2015 Compensation Committee:
COMPENSATION COMMITTEE
Dean S. Adler
Stanley F. Barshay
Victoria A. Morrison
Compensation Discussion & Analysis (CD&A)
Introduction
In this section, we describe our executive compensation philosophy and program that we have implemented to support our
strategic objectives and serve the long-term interests of our shareholders. We also discuss how our principal executive officer,
principal financial officer, and certain other Named Executive Officers (our NEOs) were compensated in fiscal 2015 and
describe how their compensation fits within our executive compensation philosophy. Finally, we discuss changes made to our
executive compensation structure for 2016 after consideration of input from our shareholders, with the purpose of better
aligning performance goals with our long-term strategy.
This CD&A is organized as follows:
• Executive Summary (page 18), including our executive compensation philosophy and objectives, an overview of our
strategy, some highlights of our fiscal 2015 operational and financial performance.
• Say on Pay Results and Shareholder Outreach (page 21) presents a summary of our 2015 advisory vote on executive
compensation and our efforts to engage with shareholders to better understand their interests, concerns and
suggestions.
• Fiscal 2016 Executive Compensation Program Decisions (page 22) describes modifications to our executive
compensation program, based in part on input from shareholders and adopted to even better align the performance
goals with our long-term strategy.
• Methodology for Determining Executive Compensation (page 24) explains our compensation design process, the
elements of our NEO compensation packages, which are heavily weighted toward performance-based compensation
and provides a review of the senior executive compensation for fiscal 2015, including other benefits and considerations.
• Fiscal 2015 Performance Goals and Performance (page 29) describes the fiscal 2015 performance goals under our
long-term incentive program, our performance compared to those goals, and the resulting NEO incentive payouts for
fiscal 2015.
Executive Summary/Executive Compensation Philosophy and Objectives
Our compensation programs are determined by the Compensation Committee of the Board of Directors, with the assistance of
an independent consultant. The primary objectives of the Company’s executive officer compensation program are to:
• Align rewards with performance that enhances shareholder value by heavily weighting compensation with equity;
• Retain an executive team that drives the long-term success of the Company;
18