Harris Teeter 2012 Annual Report Download - page 120

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in the Company’s opinion, no less favorable than the Company would have been able to negotiate with an unrelated
party.
See “Potential Payments Upon Termination of Employment or Change in Control” included herein for a more
detailed discussion of agreements with the NEOs.
COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION IN COMPENSATION DECISIONS
None of the individuals that served as a member of the Compensation Committee during Fiscal 2012 were
at any time officers or employees of the Company or had any relationship with the Company requiring disclosure
under Securities and Exchange Commission regulations.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16 of the Exchange Act requires the Company’s directors, certain officers and beneficial owners of
more than ten percent of the Company’s Common Stock to file reports with the Securities and Exchange Commission
indicating their holdings of and transactions in the Company’s equity securities and to provide copies of such reports
to the Company. To the Company’s knowledge, based solely on a review of such copies or written representations
relating thereto, insiders of the Company complied with all filing requirements for the fiscal year.
SHAREHOLDER PROPOSALS
The deadline for submission of shareholder proposals pursuant to Rule 14a-8 under the Exchange Act for
inclusion in the Company’s proxy statement for its 2014 Annual Meeting of Shareholders is Friday, September 6,
2013. Any shareholder proposal to be submitted at the 2014 Annual Meeting of Shareholders (but not required to
be included in the Company’s proxy statement), including nominations for election to the Board of Directors, must
also comply with Article III, Section 12 of the Company’s Bylaws, which requires that a shareholder give written
notice to the Company not later than the 45th day prior to the first anniversary of the date the Company first mailed
its proxy materials for the preceding year’s annual meeting of shareholders. Shareholder proposals submitted at
the 2014 Annual Meeting of Shareholders (but not required to be included in the Company’s proxy statement) will
not be considered timely unless the notice required by the Bylaws is delivered to the Secretary of the Company
not later than Wednesday, November 20, 2013.
HOUSEHOLDING OF ANNUAL MEETING MATERIALS
The Securities and Exchange Commission rules permit registrants to send a single Notice to any household
at which two or more shareholders reside if the registrant believes they are members of the same family. This
procedure, referred to as householding, reduces the volume of duplicate information shareholders receive and
reduces the expense to the registrant. The Company has not implemented these householding rules with respect
to its record holders; however, a number of brokerage firms have instituted householding which may impact certain
beneficial owners of Common Stock. If your family has multiple accounts by which you hold Common Stock, you
may have previously received a householding notification from your broker. Please contact your broker directly
if you have any questions, require additional copies of the Notice, or wish to revoke your decision to household,
and thereby receive multiple Notices. Those options are available to you at any time.
ANNUAL REPORT
We filed an Annual Report on Form 10-K with the Securities and Exchange Commission on November 21,
2012. We make available through the Company’s Website our annual reports on Form 10-K, quarterly reports on
Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section
13(a) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish
it to, the Securities and Exchange Commission. Shareholders may also obtain a copy of these reports, without
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