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


Required Vote
In order to be approved by shareholders, the advisory vote on executive compensation requires that there be more votes cast "FOR" the proposal than "AGAINST" the proposal. Broker non-votes and abstentions are not considered for purposes of determining the tally of votes cast "FOR" or "AGAINST" the proposal and, therefore, will not affect the outcome of the voting.
    
PROPOSAL 3
ADVISORY VOTE ON THE FREQUENCY OF
FUTURE SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION
    
    
Background
As required by Section 14A of the Exchange Act and the applicable rules and regulations of the SEC promulgated thereunder, our shareholders have the opportunity to cast an advisory vote to approve the compensation of our named executive officers. This advisory vote, commonly known as a "say-on-pay vote" or a "say-on-pay proposal," is presented as Proposal 2 above. As discussed above, the say-on-pay vote gives shareholders the opportunity to express their views about the compensation we pay to our Named Executive Officers.
At least once every six years, we are required to afford shareholders the opportunity to cast a separate advisory vote on how often we should include a say-on-pay proposal in our proxy materials for future annual shareholder meetings or any special shareholder meeting at which directors will be elected and for which we must include executive compensation information in the proxy statement for that meeting (sometimes referred to as a "say-on-frequency proposal"). Shareholders may vote to have a say-on-pay proposal included every year, every two years, or every three years.
Our shareholders voted on a similar say-on-frequency proposal in 2011, and the overwhelming majority of votes were cast in favor of including a say-on-pay proposal every year. The P&C Committee and the full Board of Directors continue to believe that a say-on-pay proposal should be presented every year so that our shareholders may annually express their views on our executive compensation program. Nevertheless, the P&C Committee and the Board value the opinions expressed by shareholders and will consider the outcome of the vote when making future decisions regarding the frequency of presenting say-on-pay proposals. As an advisory vote, this proposal is not binding on the Company, the Board, or the P&C Committee.
Shareholders may cast their advisory vote to conduct future advisory votes on executive compensation every "1 Year," "2 Years" or "3 Years," or shareholders may vote to "Abstain" from voting on the proposal.
It is expected that the next say-on-frequency vote will occur at the 2023 annual meeting of shareholders.
Board Recommendation
The Board of Directors unanimously recommends that shareholders vote to conduct future advisory votes on executive compensation every "1 Year," as opposed to every "2 Years" or "3 Years."
Required Vote
The frequency choice that receives the most votes will be considered by the Board to be the expression of the Company’s shareholders as to their preference, and the Board will take that frequency choice into account when making its determination as to the frequency of future advisory votes on executive compensation. Broker non-votes and abstentions will not be considered, so they will have no effect on the outcome of the voting.

- 49 -

 << Previous Page | Next Page >>