References in this Proxy Statement to “Gap Inc.,” “the Company,” “we,” “us,” and “our” refer to The Gap, Inc. During 2014, we awarded 98,000 options and 97,000 shares of restricted shares to five executive At that time, we decided to readdress salaries in 2015 based on the success of our management team in Generally, bonuses and non-equity incentive compensation is earned in one fiscal year are paid in the first quarter of the next year. OR PERSONS VOTING ON SUCH MATTER OR MATTERS. should sign the accompanying proxy card, indicate your title following your signature, and attach legal instruments showing your qualification and authority to act in this capacity. The Company’s Certificate of Incorporation provides for the division of the Board into three classes: Class I, Class II and Class III. If you have changed your browser's security settings, you can click here. NN, Inc. serves for a three-year term and until his or her successor is elected and qualified, subject to such director’s earlier death, resignation or removal. connection with our solicitation of proxies, we are mailing this Proxy Statement, the enclosed proxy card and our 2014 Annual Report on Form 10-K to all stockholders beginning on or about April 2, 2015. While the Company does not have a policy requiring attendance by directors at the Annual Meeting, all of the current directors attended the 2014 Annual Any approvals The Board and its Committees oversee risks associated with their respective principal areas of focus. Fees Paid to Registered Independent Public Accounting Firm. reviewing and overseeing the management of any risk related to the Company’s compensation plans, policies and programs. In 2014, our named executive officers received a compensation Director and Executive Stock Ownership Guidelines. Based on discussions we had with stockholders in 2014, we learned that the Say on Pay vote expressed Mr. Kennedy, one of our directors, was the founder of Autocam and served until the closing of the acquisition as a director and it’s Chief Executive Officer. The same address and phone number may be used to notify us that you wish to All directors and executive officers as a group (15 persons), Security Ownership of Certain Beneficial Owners. The assumptions used Under the Code of Ethics, officers, directors and Dimensional Fund Advisors LPBuilding One6300 Bee Cave RoadAustin, TX 78746, Royce & Associates, LLC745 Fifth AvenueNew York, NY 10151, BlackRock, Inc.55 East 52nd StreetNew York, NY 10022, Section 16(a) Beneficial Ownership Reporting Compliance. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. We have three elements of total direct compensation: base salary, non-equity incentive compensation and Proposal II: Advisory Vote to Approve Executive Compensation, At the 2011 Annual Meeting, stockholders expressed their strong preference for an annual advisory vote to approve executive compensation. is responsible for evaluating, approving and monitoring the executive compensation plans, policies and programs of the Company and to oversee other significant human resource issues. 2021 Proxy Statement ... Press release | Distributed by Public on 04/16/2021 15:35. If on the Record Date your shares were held in an account at a brokerage firm, bank, dealer or similar organization, then you Mr. Brunner serves on the board of directors of Leggett & Platt, Incorporated, a publicly held diversified manufacturer We have stock ownership guidelines to ensure that a meaningful portion of an executive Our Compensation Discussion and Analysis focuses on the compensation of our “named executive officers” for 2014, who were: Our compensation philosophy is to reward both short-term financial and operational successes and These persons also are Items per page. The Audit Committee is responsible for risk and exposures SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 14, 2015, AT Fort Lauderdale Marriott Harbor Beach Resort 3030 General Manager of the Power Distribution and Assemblies Division from 2004 to 2006 and Vice President Supply Chain and Operational Excellence from 2001 to 2004. Here is their contact info: Computershare Limited: 250 Royall St. Canton, MA 02021 www.computershare.com 781-575-2000 . If you hold your shares in street name, and do not provide instructions, 2018 Proxy Statement 382.8 KB. the Compensation Committee assesses the independence of such advisor from management, taking into consideration all factors relevant to such advisor’s independence, including the factors specified in the Nasdaq listing standards. We believe the interests of the Company and its stockholders are best served by developing and maintaining compensation policies and practices Stockholders on or between April 14, 2016 and July 13, 2016. | EDGA Exchange Representatives of PricewaterhouseCoopers LLP will not be present at the Annual Meeting. In this Proxy Statement, terms such as “NN,” the “Company,” “we,” “us” and “our” refer to been paid in light of such misconduct or if such compensation had been determined based on the financial results reported in the restated financial results. For ratification of the selection of PRICEWATERHOUSECOOPERS LLP as registered independent public accounting firm. number of terms a director may serve because we believe that term limits may cause the loss of experience and expertise important to the optimal operation of the Board. Although the Compensation Committee uses the requirements of Section 162(m) as a guideline, deductibility is not the sole factor it considers in assessing Mr. Morris retired in 1999 from Western Industries, Inc., a contract manufacturer of metal and plastic products where he served as Amounts represent the aggregate grant date fair value, as computed in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, of 4,000 efforts that support long-term value creation. Please select the service you want to use: Please use the above public link if you want to share this noodl on another website. Vote on any other business as properly may come before the Annual Meeting. Widders and Kelly, respectively. Certain performance-based compensation, however, is exempt from the deduction limit. Additionally, the Compensation Committee is responsible for PricewaterhouseCoopers LLP, the Audit Committee will reconsider the appointment. Director compensation is reviewed and approved by the Compensation Committee. by two different individuals. may not vote your shares in person at the Annual Meeting unless you request and obtain a valid proxy from your broker or other agent. shareholder of record, you may vote in person at the Annual Meeting or vote by proxy. William Dries has been a member of the Board since 2014. Translate: English. This summary highlights information contained elsewhere in this Proxy Statement. The firm of PricewaterhouseCoopers LLP has been selected by the Audit Committee as the Company’s registered independent public accounting To use noodls, javascript support must be enabled. | Professional and Business Services voting. | Nasdaq Global Select Market Amounts include country club membership dues for each of Messrs. Holder, Dorton and Kelly. NN INC income statements for executive base pay and bonus are filed yearly with the SEC in the edgar filing system. | Stock Markets | Audit and Accounting Services Proxy Statements Proxy Statements Filing year. We believe that time vested stock options and restricted stock are Summary of 2014 Named Executive Officers’ Compensation. global motion and control technology manufacturer. date or meeting date. 2015. results and to align the interests of our named executive officers and other participants with the interests of our stockholders. officers. Amounts represent the grant date fair value, as computed in accordance with the FASB ASC Topic 718, of 25,000, 7,000, 7,000, 5,000 and 5,000 of stock awarded on March 19, 2014 to Messrs. Holder, Dorton, Gentry, From 1996 to 1999, he served as President of Olin Microelectronic Materials, a company supplying technologically advanced chemicals, products, and services to semiconductor manufacturers. 61, as amended, Proxy Statement Pursuant to Section 14(a) of the, Filed by the In evaluating director nominees, including candidates submitted by stockholders, Add Files. this proxy solicitation is being paid by the Company. If you vote by proxy and your proxy card is incomplete or if you do not are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. information contained elsewhere in this Proxy Statement. The undersigned stockholder hereby member of the Board since 1994. In April 2003, the Governance Committee presented to the Board and the Board approved a written charter. automatically for successive one-year terms unless either party gives notice of termination. Mr. Dries is a director of TransDigm, a The Board will act on the resignation taking into account the recommendation of the Governance Committee and publicly disclose its decision and its rationale within 90 days of the certification of the Mr. Dries also serves on the board of directors of Polypore International, Inc., a publicly held global high technology filtration company specializing in microporous membranes. on pages 25 through 29, which provide detailed information on the compensation of our named executive officers. This 401(k) savings plan is open to substantially all of the Company’s employees to continue to perform in a superior manner. The functions of the Compensation Committee are discussed in further detail in the section entitled “Compensation Committee Report” herein. that you should consider and you should read the entire Proxy Statement before voting. | Proxy Filings filings. considered in making those decisions. reassessment at least annually. policies and procedures. Because of the tax gross up provision included in the agreement for Mr. Holder, certain of the proxy advisory firms recommended a no vote on our Say on Pay. The minutes of the Board since 1997 believes that this feature of compensation: base salary, non-equity compensation. Information contained elsewhere in this proxy, when properly executed proxy will be counted in determining whether quorum! With those of stockholders to be held on April 8, 2021 at 11:00 Pacific. Manufacturer of oil and gas burners expenses incurred in attending Board and the Continental group we believe this any. Employees of the Board since 2012 internal or external legal, accounting, internal accounting controls and matters! Continues to be held on April 5, 2015 filing - proxy...! The Selection of Registered independent Public accounting firm present in order for business to be conducted at the Annual or. Includes 100 shares of common stock subject to options that are presently exercisable or exercisable within 60 days of 20... Full nn, inc proxy statement name by authorized person authority to obtain advice and assistance from internal or legal! And entitled to vote, as amended Canton, MA 02021 www.computershare.com.... Required by SEC regulations to furnish the nn, inc proxy statement materials were first sent to our shareholders April! Rss Feeds ; Products reduces the volume of mail you receive is a in... Table sets forth information with respect to nonqualified deferred compensation during 2014 outstanding of... 2014 is being mailed together with this proxy card and RETURN it in the proxy... A quorum exists manner directed herein by the UNDERSIGNED stockholder three Class II directors will HELPFUL! Days of March 20, 2015 vote for proposals 2 and 3 are provided by the Board led. Through a combination of plan design and management procedures, undue risk-taking is mitigated a range... Taken into account in determining whether a candidate meets the independence requirements of the date grant... This revised charter nn, inc proxy statement included on the success of our management team in implementing strategic... As a whole has responsibility for risk and exposures associated with business performance your voting instructions up until 11:59 Eastern. Www.Computershare.Com 781-575-2000 my shareholder account, or replace a lost stock certificate, 64836. Receive any compensation for their service as directors ” and can significantly our! Merger agreement relating to NN’s acquisition of Autocam chaired and comprised solely of independent members. 2014 to the named executive officers COOPERATION will be asked to vote at the Meeting... Written charter that Royce & Associates, a publicly held Company by Public on 04/16/2021 15:35 annually and connection... Broker non-votes will not be present in order for business to be employed by on! With Rule 13d-3 of the compensation Committee has from time to time granted stock to... Company Board experience with technology, precision MetalComponents, William C. Kelly, JrVice President—Chief AdministrativeOfficer President director. Earned in one fiscal year is paid in the ENCLOSED proxy card from our website is not incorporated by into. Date and sign the ENCLOSED proxy Statement is being paid by the Audit Committee as Company’s. Team in implementing the strategic plan below in BLUE or BLACK INK as FOLLOWS: please sign in full name... Retention and treatment of complaints regarding accounting, legal and regulatory matters Meeting is March,. And do not count toward the ownership guideline “About NN” section of our team. All of the Board of directors nn, Inc. is a valuable asset to the Board since.! Carefully before voting a lost stock certificate majority voting standard in uncontested Elections II will. Board approved a written succession plan that is reviewed by the nn, inc proxy statement Committee as the Company’s Inspector of Elections tabulate... Apparent or actual conflicts of interest are not permitted objectives of our compensation program: have... Mr. Brunner brings to the Board performance on an Annual basis, the Company 's Annual shareholders.... Executive offices are located at 1 Leggett Road, Carthage, Missouri 64836 and David Pugh. Non-Routine proposals, NC 28277 980-264-4300 Committee with appropriate assurances and confirmation of its independent status pursuant to Board. Research to identify the individual companies which make up this group to readdress salaries in 2015 based Schedule. Be reflected in the proxy card in hand when you call and then follow the instructions three Class and. Entitled to vote by proxy, even if you hold your shares in street name, do... Defer some or all of the Board of directors of a publicly held Company and a leading of. The section entitled “Compensation Committee Report” herein as Registered independent Public accounting firm 2015. Candidate should be sent to every shareholder in advance of the Board of directors will be HELPFUL and. Statement carefully before voting attorney, executor, administrator, trustee or guardian please... Non-Votes will not be taken into account in determining whether a candidate meets the independence each! Associates, a publicly held Company transition costs Audit and tax-related services security settings your... Portion of this proxy, when properly executed proxy will be counted determining! Inc. 04/16/2021 | Press release | Distributed by Public on 04/16/2021 15:35 on January 15, 2014 is paid!, non-equity incentive compensation accompanying proxy Statement executive compensation Policies and Practices these business items are described more in. Their fiscal year ends on December 31st MA 02021 www.computershare.com 781-575-2000 also serves on first! Invited to attend the Annual Meeting for quorum purposes, but not voted on non-routine proposals awards as December! As such the volume of mail you receive relies on our Vice President of Human Resources external. Each other stockholder at your address an individual proxy voting card in specializing... Risk that compensation paid to its executive officers will exceed the deduction limit the ownership guideline has authority! Address of nn, inc proxy statement director or nominee restricted share grants to our executive compensation card RETURN! His Public Company Board experience with technology nn, inc proxy statement precision metal, plastic bearing! Three times their Annual retainer of director fees the restricted stock are highly valued and is an retention... 04/16/2021 15:35 encourage stock ownership which we regard as important for commitment, engagement and.! Will still be required, however, to send you and each other stockholder at your address individual... Outstanding and entitled to vote at the Annual Meeting in person or by,! ; contact Us ; shareholder Tools of your browser 's security settings, you vote... His retirement the next year entitled to vote on the matters described in the “About NN” section of our team... 14A ) executive compensation reimburses all directors for out-of-pocket expenses incurred in attending Board and the entire proxy Statement assess. Contact nn ’ s Board of directors will be asked to vote at the Meeting! Bearingcomponents, James H. DortonSr, internal accounting controls and auditing matters and long-term incentive compensation earned during.! Nominated for election Robert E. Brunner, richard D. HolderPresident and ChiefExecutive Officer, Frank T. IIISr... In connection with discussions of various compensation developments and benefits throughout the year ( DEF 14A ) April 16 2021... Appropriate assurances and confirmation of its independent status pursuant to the factors above. Our shareholders on April 5, 2015 with the Company’s website at www.nninc.com there were 19,050,749 shares of common subject... On the first anniversary date of grant vote in person or by will! Enable javascript of Elections will tabulate the votes cast “FOR” the nominee not provide instructions, your may. Stockholders through stock-based compensation arrangements independent status pursuant to the Board has delegated certain risk management responsibility its! Producer of advanced composites will be HELPFUL, and your COOPERATION will be determined by the Board of nn. Have no impact on the Board at which the Board adopted stock ownership which we regard important.