Best Buy 2009 Annual Report Download - page 61

targets were stretch goals, where outsized rewards were under the Omnibus Plan (as Incentive Stock
very appropriate. Options or otherwise) from 38 million to
51.5 million, and
Our leadership team was also acutely aware that the
key ideas, energy and effort for our success have come • Proportionately increase the maximum number of
from many avenues. To encourage innovation beyond shares of our common stock that may be
the top 20 leaders, concurrent with the grant to top awarded under the Omnibus Plan pursuant to
management in August 2008, we issued a special grants of restricted stock, restricted stock units
non-routine equity-based grant to 3,700 employees to and other stock awards from 15.5 million to
increase their personal stake in our success. This grant 21 million.
utilized another 6.8 million of the available shares of On the same date, the Board also adopted other
common stock under our Omnibus Plan. amendments to the Omnibus Plan, which are not
Together, these two grants increased key measures of subject to the approval of our shareholders, to:
equity-based compensation beyond our historical norms • Allow holders of non-qualified stock options to
and those of the retail industry. The grants came at a pay their exercise price by having us withhold
time before the current economic crisis, when we had shares of common stock with a fair market value
already perceived significant and unusual challenges equal to the aggregate exercise price,
within the consumer electronics retailing sector as well
• Clarify the terms for complying with IRS Code
as great opportunities for growth. We believe that these
Section 409A, which concerns all plans or other
grants were crucial steps to challenge our employees to
arrangements, with few exceptions, that provide
drive growth for the coming years especially during
for non-qualified deferred compensation and
times of economic uncertainty.
• Require that non-employee director grants be
At this point, we are requesting a 13.5 million share
approved by an independent committee of the
increase in the number of shares of common stock
Board, which aligns the plan document with
available under the Omnibus Plan. This request is being
current practice.
made one year in advance of our normal rhythm, due
to the significant grants made in August 2008. It is Has the Board approved the amendments to the
critical that we have the ability to replenish our Omnibus Plan?
long-term incentive program to keep our people focused
Yes. The Board of Directors approved the amendments
on the opportunities in the next few years. We believe
to the Omnibus Plan on April 7, 2009, although the
that the ability to motivate talented employees using our
amendments increasing the maximum number of shares
equity-based incentive programs is critical to our
of common stock and the annual dollar limit on
long-term performance and shareholder returns. The
payment of performance awards are subject to the
amended Omnibus Plan will allow us the flexibility to
approval of our shareholders. We are now asking you
implement our current long-term incentive philosophy in
to approve these amendments to the Omnibus Plan.
future years and will better align the interests of
Upon shareholder approval, these amendments to the
executives, employees and shareholders.
Omnibus Plan will become effective. As amended in
How are you proposing to amend the Omnibus Plan? 2009, the plan is referred to as the ‘‘amended
Omnibus Plan.’’
On April 7, 2009, the Board adopted amendments for
the Omnibus Plan, subject to the approval of our What are the key features of the amended Omnibus
shareholders, to: Plan?
• Increase the maximum number of shares of our The material terms of the amended Omnibus Plan are
common stock that are authorized for issuance summarized below. The amended Omnibus Plan has
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