Harris Teeter 2011 Annual Report Download - page 113

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R. Stuart Dickson (the father of Thomas W. Dickson) retired from the Company as an executive officer effective
May 1, 2002, retired from his position as Chairman of the Executive Committee of the Board effective March 31,
2006, and retired from the Board at the 2008 Annual Meeting. At the time of his retirement as an executive officer,
he became eligible to receive retirement benefits earned during his employment with the Company. The targeted
aggregate annual retirement benefit pursuant to the SERP, Pension Plan and Social Security was $241,573. In
addition, beginning in January 2003, R. Stuart Dickson began to receive monthly payments for a fifteen-year period
pursuant to, and in accordance with the terms of, an historical deferred compensation plan in the amount of $19,899.
In recognition of R. Stuart Dickson’s 38 years of service as a Company executive and his invaluable contributions
to the Company, upon the approval of the Board of Directors, the Company entered into a Supplemental Executive
Retirement Plan (the “March 2006 Retirement Plan”) that provides an annual life-time payment in the amount of
$98,000, paid in equal monthly installments. The March 2006 Retirement Plan became effective as of March 31,
2006, and the first of the monthly payments began on April 1, 2006.
R. Stuart Dickson has been permitted to continue to use the Company’s parking facilities and administrative
support for personal purposes, but is required to reimburse the Company for such usage. Consistent with past
practice, he may also request to use Company aircraft for personal purposes, subject to availability and approval
by the Company. No reimbursement to the Company was historically required for such use, nor is reimbursement
currently required or expected to be required in the future. However, Internal Revenue Service regulations require
reporting of such use as taxable income to the individual, determined in accordance with rates prescribed by those
regulations. Currently R. Stuart Dickson is not an employee or director of the Company, but continues to receive
the retirement benefits earned as an employee with the Company. The terms of the retirement benefits provided
to R. Stuart Dickson were approved by the Board of Directors in March 2006 as specified above based upon his
contributions to the Company and based on the belief of the Board of Directors that such benefits were merited
by his service to the Company. The terms of those benefits are, in the Company’s opinion, no more favorable to
R. Stuart Dickson than the Company would have provided to other executives for similar services, based on the
relative contributions and service of R. Stuart Dickson.
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 2011 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, 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 2013 Annual Meeting of Shareholders is August 29, 2012. Any
shareholder proposal to be submitted at the 2013 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 2013
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