Harris Teeter 2011 Annual Report Download - page 109

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PROPOSAL 3
ADVISORY (NON-BINDING) “SAY ON PAY” VOTE
APPROVING EXECUTIVE COMPENSATION
As discussed under the heading “Compensation Discussion and Analysis,” the Company’s executive
compensation program is designed to enhance shareholder value in the Company while attracting, retaining and
rewarding highly qualified executives. Additionally, the Company’s compensation practices reflect a pay-for-
performance philosophy, whereby a substantial portion of an executive’s potential compensation is at risk and tied
to performance of the Company and its subsidiaries, as applicable.
For these reasons and the others described elsewhere in this Proxy Statement, the Board of Directors
recommends that the Company’s shareholders vote in favor of approving the compensation of the NEOs as described
in the narrative disclosure, tables and footnotes contained in this Proxy Statement (including under the heading
“Compensation Discussion and Analysis” and in the Summary Compensation Table for 2011).
The Board of Directors recommends approval of the following resolution:
“RESOLVED, that the shareholders approve the compensation of the Company’s named executive
officers for the fiscal year ended October 2, 2011, as disclosed in Company’s Proxy Statement for Fiscal
2011 pursuant to the compensation disclosure rules of the Securities and Exchange Commission.”
The above “Say on Pay” vote is being provided pursuant to Section 14A of the Exchange Act, 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 Pay vote in future compensation decisions for the NEOs.
The Company includes this shareholder advisory vote annually, and the next such vote will occur at the 2013 Annual
Meeting of Shareholders.
Vote Required
The proposal for providing an advisory (non-binding) resolution approving the NEO compensation for Fiscal
2011 requires the affirmative vote of the shareholders holding a majority of the votes cast with respect to this matter
at the Annual Meeting in person or by proxy. Accordingly, while abstentions and broker non-votes, if any, will count
for purposes of establishing a quorum with respect to this matter at the Annual Meeting, neither abstentions nor
broker non-votes will have the effect of a negative vote with respect to this matter.
The Board of Directors recommends that the shareholders vote FOR the resolution approving the
compensation of the Company’s named executive officers as described in the Proxy Statement.
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