Harris Teeter 2009 Annual Report Download - page 116

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42
See “Compensation Discussion and Analysis—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 2009 were
at any time officers or employees of the Company or any of its subsidiaries 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 and executive officers 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, except for a Form 4 for each of Thomas W. Dickson, Frederick J.
Morganthall, II, Ronald H. Volger and John B. Woodlief, each relating to one transaction, all of which were filed
by the Company on their behalf in an untimely manner due to administrative error.
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 2011 Annual Meeting of Shareholders is August 30, 2010.
Any shareholder proposal to be submitted at the 2011 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 2011 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 November 13, 2010.
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.