DEF 14A
KAMAN CORP filed this Form DEF 14A on 03/03/2017
Entire Document
 << Previous Page | Next Page >>


TABLE OF CONTENTS
Caption
Page
 
Caption
Page
 
 
 
 
 
Proxy Statement Summary
(i)
 
Risk Assessment of Compensation Practices
35
General Information
1
 
Short Sales, Hedging and Pledging
35
Information About Voting at the Annual Meeting
1
 
Material Tax and Accounting Implications
35
Voting Rights and Outstanding Shares
1
 
Context of This Discussion
36
Submitting Your Proxy
1
 
Personnel & Compensation Committee Report
36
How to Submit Your Proxy if you are a "Beneficial Owner"
1
 
Summary Compensation Table
37
How Your Proxy Will be Voted
2
 
Employment and Change in Control Agreements
38
How to Revoke Your Proxy
2
 
Grants of Plan-Based Awards in 2016 Fiscal Year
38
Quorum and Voting Requirements
2
 
Outstanding Equity Awards at 2016 Fiscal Year-End
39
Broker Non-Votes and Abstentions
2
 
Option Exercises and Stock Vested in Fiscal Year 2016
40
Board Voting Recommendations
3
 
Pension Benefits
40
Voting Results
3
 
Non-Qualified Deferred Compensation Plan
41
Majority Voting Policy
3
 
Post-Termination Payments and Benefits
42
Solicitation Costs
3
 
Employment Agreements
42
Householding of Proxies
4
 
Change in Control Agreements
44
Annual Report
4
 
Equity Incentive Plans
45
Proposal 1 - Election of Three Class III Directors for Three-Year Terms
4
 
Annual Cash Incentive Plans
45
Background
4
 
Coordination of Benefits
46
Board Recommendation
4
 
Assumptions Relating to Post-Termination Benefit Table
46
Required Vote
4
 
Coordination with Other Tables
46
Information about Nominees and Continuing Directors
5
 
Post-Termination Benefits Table
47
Information about the Board of Directors and Corporate Governance
8
 
Proposal 2 - Advisory Vote to Approve Named Executive Officer Compensation
48
Board Leadership Structure
8
 
Background
48
Board Meetings and Committees
8
 
Board Recommendation
48
Director Nominees
11
 
Required Vote
49
The Board's Role in Oversight of the Company's Risk Management Process
11
 
Proposal 3 - Advisory Vote on Frequency of Future Shareholder Votes on Executive Compensation
49
Board and Committee Independence Requirements
12
 
Background
49
Specific Experience, Qualifications, Attributes and Skills of Current Board Members and Director Nominees
12
 
Board Recommendation
49
Other Information about the Board's Structure and Composition
13
 
Required Vote
49
2016 Director Compensation
13
 
Proposal 4 - Amendment to Certificate of Incorporation Declassifying the Board of Directors
50
Code of Business Conduct and Other Governance Documents Available on the Company's Website
15
 
Background
50
Communications with the Board
15
 
Text of Proposed Amendment
50
Director Education
15
 
Board Recommendation
50
Section 16(a) Beneficial Ownership Reporting Compliance
15
 
Required Vote
50
Related Party Transactions
15
 
Proposal 5 - Ratification of Appointment of PwC
51
Security Ownership of Certain Beneficial Owners and Management
16
 
Background
51
Stock Ownership of Directors and Executive Officers
16
 
Board Recommendation
51
Beneficial Owners of More Than 5% of Common Stock
17
 
Required Vote
51
Compensation Discussion and Analysis
18
 
Principal Accounting Fees and Services
51
Introduction
18
 
Audit Committee Preapproval Policy
52
2016 Compensation Initiatives
18
 
Audit Committee Report
52
Kaman's Compensation and Benefits Best Practices
19
 
Shareholder Proposals for 2018 Annual Meeting
53
Recent Say-on-Pay Voting Results
20
 
Exhibit I – Data Used by Compensation Consultant
I-1
Our Compensation Philosophy and Objectives
21
 
 
 
Our Compensation Program
22
 
 
 
How the Program Works in Practice
22
 
 
 
2016 Compensation for our NEOs
24
 
 
 
Employment and Change in Control Arrangements
34
 
 
 
Stock Ownership Guidelines
34
 
 
 



 << Previous Page | Next Page >>