Burger King 2010 Annual Report Download - page 116

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Table of Contents
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
An evaluation was conducted under the supervision and with the participation of the Company’s management, including the Chief
Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of the Company’s
disclosure controls and procedures as of June 30, 2010. Based on that evaluation, the CEO and CFO concluded that the Company’s
disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that it
files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules
and forms.
Internal Control Over Financial Reporting
The Company’s management, including the CEO and CFO, confirm that there were no changes in the Company’s internal control
over financial reporting during the fiscal quarter ended June 30, 2010 that have materially affected, or are reasonably likely to
materially affect, the Company’s internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Management’s Report on Internal Control Over Financial Reporting and the report of Independent Registered Public Accounting
Firm on internal control over financial reporting are set forth in Part II, Item 8 of this Form 10−K.
Item 9B. Other Information
On June 2, 2010, the Compensation Committee of the Board (the “Compensation Committee”) approved a change to our long
term equity incentive program. For fiscal 2011, the Compensation Committee decided to bifurcate the annual performance based
restricted stock grant which comprises 50% of the annual equity award into 25% restricted stock and 25% performance shares for the
Chief Executive Officer and the executive vice presidents of the Company. The restricted stock and performance shares will vest 100%
on the third anniversary of the grant date. The performance share awards will have a one year performance period ending June 30, 2011.
The final performance share awards can increase or decrease by 100% based upon the financial performance of the Company during
fiscal 2011. The measure of the Company’s performance for this purpose for fiscal 2011 is Profit Before Taxes or PBT, and the grant
date is August 25, 2010. The remainder of the equity award will continue to be a stock option grant.
On July 19, 2010, the Compensation Committee approved base salary increases for two of our named executive officers to bring
their base salaries into the desired competitive range. Ben K. Wells, our Chief Financial Officer, received a base salary increase of
$30,000, to $525,000. Charles M. Fallon, Jr., our President, North America, received a base salary increase of $62,250, to $500,000.
These increases were effective as of July 2, 2010. In addition, the Compensation Committee approved a special equity award for
Mr. Wells to reward him for superior performance. The equity award consists of shares of restricted stock with a value of $360,000 and
a grant date of August 25, 2010. The restricted stock will vest ratably over three years on the anniversary of the grant date.
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