Harris Teeter 2010 Annual Report Download - page 128

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PROPOSAL 4
ADVISORY (NON-BINDING) “SAY ON FREQUENCY” VOTE
APPROVING “SAY ON PAY” VOTE FREQUENCY
The Board of Directors is committed to best corporate governance practices and recognizes the significant
interest of shareholders in executive compensation matters. As part of that commitment, the Board of Directors
believes that providing to the Company’s shareholders an advisory (non-binding) Say on Pay vote once every three
years affords the shareholders valuable access and input which the Compensation Committee will consider in setting
NEO compensation. The Board of Directors believes a three year frequency is appropriate because (1) the Board
of Directors does not expect to significantly alter the Company’s compensation setting process or the Company’s
pay-for-performance philosophy as discussed under the heading “Compensation Discussion and Analysis” above,
(2) the Company’s compensation policies have generally received positive analyses from proxy advisory firms, (3)
the Company’s strong governance policies, including its Corporate Governance Guidelines, as discussed under the
heading “Corporate Governance Matters” above, provide effective governance of the Company’s business and
affairs for the benefit of shareholders, and (4) an advisory vote every three years would align more closely with
the Company’s executive compensation program, which is based on long-term performance, because it will allow
shareholders to better judge the Company’s executive compensation program in relation to long-term performance.
For these reasons, the Board of Directors recommends approval of the following resolution:
“RESOLVED, that the shareholders approve that the advisory (non-binding) “Say on Pay” vote
to approve executive compensation be submitted to the shareholders for consideration in the Company’s
proxy statement at least once in three (3) years.”
The above “Say on Frequency” vote is an advisory vote only and is not binding on the Company or the Board
of Directors. However, the Compensation Committee will consider, in its discretion, the result of the Say on
Frequency vote in setting the frequency of the Say on Pay votes. The Board of Directors may in the future
periodically re-visit the frequency of the Say on Pay votes based on the Company’s then-current compensation
policies.
Vote Required
Shareholders are not voting to approve or disapprove the Board of Directors’ recommendation. Shareholders
can vote to approve a frequency of the Say on Pay Votes of either one (1), two (2) or three (3) years, or can abstain
from such vote. Once a quorum is present at the Annual Meeting, the Say on Frequency vote of either one (1),
two (2) or three (3) years will be approved by a plurality of the votes cast with respect to this matter at the Annual
Meeting in person or by proxy. This means that the frequency with the most votes will be approved as the Say
on Frequency vote. Abstentions are not counted for purposes of the Say on Frequency vote.
The Board of Directors recommends that the shareholders vote to approve that the Say on Pay Vote
should occur at least once in three (3) years.
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