Burger King 2013 Annual Report Download - page 117

Table of Contents
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None.
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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
December 31, 2013. 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.
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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 2013 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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Management’s Report on Internal Control Over Financial Reporting and the report of Independent Registered Public Accounting Firm are set forth in
Part II, Item 8 of this Form 10-K.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On December 26, 2013, the Compensation Committee of the Board (the “Compensation Committee”) approved a modification to two option awards (the
“2012 Option Award” and the “2013 Option Award”) granted to Flavia Faugeres, our former Executive Vice President and Chief Global Marketing Officer, and
authorized the Company to enter into an amended and restated option award agreement with respect to each such option award (the “Amended and Restated
Award Agreements”). Pursuant to the Amended and Restated Award Agreements, upon termination of Ms. Faugeres’ employment without Cause (as defined in
the Amended and Restated Award Agreements) or due to her voluntary resignation on or after January 1, 2014, but prior to the vesting date of December 31,
2016 (with respect to the 2012 Option Award) and December 31, 2017 (with respect to the 2013 Option Award), the option grants will continue to vest as if no
such termination of service occurred. Ms. Faugeres’s employment with the Company terminated on January 1, 2014. Copies of the Amended and Restated
Award Agreements are filed herewith.
On January 27, 2014, the Compensation Committee approved an increase in the base salary of Joshua Kobza, our Chief Financial Officer, effective
February 7, 2014, from $350,000 to $385,000 and an increase in his target bonus percentage from 120% to 140% of his base salary, in recognition of his
expanded responsibilities in the area of development.
The Company provides employees at the level of director and above, including our named executive officers, or NEOs, the ability to invest a portion of
their net cash bonus into equity of the Company and leverage that investment through the issuance of matching stock options. This program is called the
Bonus Swap Program. On January 28, 2013, the Compensation Committee approved a change to the 2013 Bonus Swap Program to give those employees who
elect to use 50% of their net bonus to purchase shares the right to receive twice the number of matching options that they would have received under the 2012
Bonus Swap Program. These incremental matching options are referred to as the “Additional Options”. On January 27, 2014, the Compensation Committee
approved a change to the 2013 Bonus Swap Program pursuant to which a participant who sells any of his or her shares purchased in the 2013 Bonus Swap
Program before the vesting date of the matching options will forfeit 100% of the Additional Options. On January 27, 2014, the Compensation Committee also
approved the 2014 Bonus Swap Program on substantially the same terms as the 2013 Bonus Swap Program.
On January 27, 2014, the Compensation Committee approved an umbrella plan which established a maximum amount the named executive officers and
other persons covered by Section 16(b) of the Securities Exchange Act of 1934, as amended, are eligible to receive as a cash incentive payment under the
Company’s cash bonus program for 2014 (the “2014 Bonus Program”) for purposes of complying with Section 162(m) of the Internal Revenue Code of
1986, as amended. The maximum bonus opportunity for 2014 is the lesser of $10 million or 5% of the Company’s EBITDA for the CEO and 4% of
EBITDA for the CEO’s direct reports and certain other senior executives. The 2014 bonus targets approved by the Board on December 5, 2013 will serve as a
guideline to the Compensation Committee in exercising its negative discretion for determining the actual amount of each executive’s payment under the 2014
Bonus Program, if any.
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The information required by this Item, other than the information regarding our executive officers set forth below required by Item 401 of Regulation S-
K, is incorporated herein by reference from the Company’s definitive proxy statement to be filed no later than 120 days after December 31, 2013. We refer to
this proxy statement as the Definitive Proxy Statement.
Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar® Document Research℠
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