(1)
|
Title
of each class of securities to which the transaction applies:
|
|
(2)
|
Aggregate
number of securities to which the transaction applies:
|
|
(3)
|
Per
unit price or other underlying value of the transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
|
|
(4)
|
Proposed
maximum aggregate value of the transaction:
|
|
(5)
|
Total
fee paid:
|
(1)
|
Amount
Previously Paid:
|
|
(2)
|
Form,
Schedule or Registration State No.:
|
|
(3)
|
Filing
Party:
|
|
(4)
|
Date
Filed:
|
1.
|
To
elect three directors to serve until the 2011 Annual Meeting of
Shareholders.
|
2.
|
To
ratify the selection of Deloitte & Touche LLP as the Company’s
independent auditors for 2008.
|
3.
|
To
transact such other business as may properly come before the meeting or
any adjournment or postponement
thereof.
|
Page
|
||
1
|
||
4
|
||
6
|
||
10
|
||
12
|
||
23
|
||
42
|
||
44
|
||
44
|
||
45
|
||
46
|
||
46
|
||
47
|
||
A-1
|
Q:
|
What
am I being asked to vote on?
|
A:
|
·
|
Election
of directors; and
|
·
|
Ratification
of Deloitte & Touche LLP as our independent auditors for
2008.
|
Q:
|
Who
can vote?
|
A:
|
Holders
of our common stock as of the close of business on the record date, March
5, 2008, may vote at the Annual Meeting, either in person or by
proxy. Each share of common stock has one
vote.
|
Q:
|
How
do I vote?
|
A:
|
By Proxy—Before the
Annual Meeting, you can give a proxy to vote your shares of common stock
in one of the following ways:
|
·
|
by
telephone;
|
·
|
by
using the Internet; or
|
·
|
by
completing and signing your proxy card and mailing it in time to be
received prior to the Annual
Meeting.
|
·
|
FOR
the election of all persons nominated by the Board for election as
directors; and
|
·
|
FOR
the ratification of the selection of Deloitte & Touche LLP as our
independent auditors for
2008.
|
Q:
|
May
I change or revoke my vote?
|
A:
|
You
may change your vote or revoke your proxy at any time prior to your shares
being voted by:
|
·
|
notifying
our Secretary in writing that you are revoking your
proxy;
|
·
|
giving
another signed proxy that is dated after the date of the proxy that you
wish to revoke;
|
·
|
using
the telephone or Internet voting procedures;
or
|
·
|
attending
the Annual Meeting and voting in person (attendance at the Annual Meeting
alone will not revoke your
proxy).
|
Q:
|
Will
my shares be voted if I do not provide my
proxy?
|
A:
|
It
depends on whether you hold your shares in your own name or in the name of
a brokerage firm. If you hold your shares directly in your
name, then they will not be voted unless you provide a proxy or vote in
person at the Annual Meeting. Brokerage firms or other nominees
generally have the authority to vote customers’ unvoted shares on certain
“routine” matters. If your shares are held in the name of a
brokerage firm, the brokerage firm has the discretionary authority to vote
your shares in connection with the election of directors and the
ratification of our independent auditors if you do not timely provide your
proxy because these matters are considered “routine” under the New York
Stock Exchange (“NYSE”) listing
standards.
|
Q:
|
What
constitutes a quorum?
|
A:
|
As
of the record date, 31,386,833 shares of our common stock were issued and
outstanding and entitled to vote at the Annual Meeting. To
conduct the Annual Meeting, a majority of the shares entitled to vote must
be present in person or by proxy. This is referred to as a “quorum.” If
you submit a properly executed proxy card or vote by telephone or the
Internet, then you will be considered present at the Annual Meeting for
purposes of determining the presence of a quorum. Abstentions
and broker “non-votes” will be counted as present and entitled to vote for
purposes of determining the presence of a quorum. A broker
“non-vote” occurs when a broker or other nominee who holds shares for
another person has not received voting instructions from the owner of the
shares and, under the New York Stock Exchange listing standards, does not
have discretionary authority to vote on a
proposal.
|
Q:
|
What
vote is needed for these proposals to be
adopted?
|
A:
|
Proposal 1—The
affirmative vote of the holders of a majority of the shares of our common
stock represented and voted at the Annual Meeting is required to elect
each director (assuming a quorum is present). Withhold votes
and abstentions will be counted for purposes of determining the presence
of a quorum but will be disregarded in the calculation of votes
cast.
|
|
Proposal 2—The
affirmative vote of the holders of a majority of the shares of our common
stock represented and voted at the Annual Meeting (assuming a quorum is
present) is required to ratify the selection of Deloitte & Touche LLP
as our independent auditors for 2008. Abstentions will be
counted for purposes of determining the presence of a quorum but will be
disregarded in the calculation of votes
cast.
|
Q:
|
Who
conducts the proxy solicitation and how much will it
cost?
|
A:
|
Regal
Beloit is requesting your proxy for the Annual Meeting and will pay all
costs of soliciting shareholder proxies. In addition to
soliciting proxies by mail, we may request proxies personally and by
telephone, fax or other means. We can use our directors,
officers and regular employees to request proxies. These people
do not receive additional compensation for these services. We
will reimburse brokerage houses and other custodians, nominees and
fiduciaries for their reasonable out-of-pocket and clerical expenses for
forwarding solicitation materials to beneficial owners of our common
stock.
|
Q:
|
Are
the Company’s proxy materials available on the
Internet?
|
A:
|
Yes. The
Company’s proxy statement for the 2008 Annual Meeting of Shareholders and
2007 Annual Report to Shareholders are available at www.proxydocs.com/rbc.
|
Name
|
Age
|
Director
Since
|
Principal
Occupation; Office, if any,
Held
in the Company; Other Directorships
|
Class
C Directors—Terms Expiring at the 2011 Annual Meeting of
Shareholders
|
|||
Thomas
J. Fischer
|
60
|
2004
|
Corporate
financial and accounting consultant since 2002; retired Milwaukee office
managing partner, Arthur Andersen LLP; director, Badger Meter Inc.,
Actuant Corporation and Wisconsin Energy Corporation.
|
Rakesh
Sachdev
|
51
|
2007
|
Sr.
Vice President and President of Asia Pacific, ArvinMeritor, Inc. (supplier
of integrated systems, modules and components to the motor vehicle
industry); employed with ArvinMeritor since 1999. Mr. Sachdev was
appointed as a director by the Board in July 2007 to fill the vacancy
created by the retirement of Mr. Stephen Graff. Mr. Sachdev was
originally recommended as a nominee by a third-party search firm acting on
behalf of the Corporate Governance and Director Affairs
Committee.
|
Carol
N. Skornicka
|
66
|
2006
|
Retired
Sr. Vice President-Corporate Affairs, Secretary and General Counsel of
Midwest Air Group (a holding company for a commercial airline company);
employed by Midwest from 1996 to her retirement in February 2008; director
of Johnson Financial Group, Inc. Ms. Skornicka was appointed by the Board
as a director in 2006. Ms. Skornicka was originally recommended
as a nominee by the Corporate Governance and Director Affairs
Committee.
|
Name
|
Age
|
Director
Since
|
Principal
Occupation; Office, if any,
Held
in the Company; Other Directorships
|
Class
A Directors—Terms Expiring at the 2009 Annual Meeting of
Shareholders
|
|||
G.
Frederick Kasten, Jr.
|
68
|
1995
|
Retired
Chairman and director, Robert W. Baird & Co., Inc.; served as
President of Robert W. Baird & Co., Inc. from 1979-1999; as Chief
Executive Officer from 1983-2000; and as Chairman and director from
2000-2005.
|
Henry
W. Knueppel
|
59
|
1987
|
Chairman
of the Board and Chief Executive Officer of the Company since April 2006;
elected Chief Executive Officer April 2005; President and Chief Operating
Officer from 2002-2005; Executive Vice President from 1987-2002; employed
by the Company since 1979.
|
Dean
A. Foate
|
49
|
2005
|
President
and Chief Executive Officer of Plexus Corporation (an electronics
manufacturing services company) since 2002; served as Chief Operating
Officer of Plexus Corporation from 2001-2002; director of Plexus
Corporation.
|
Class
B Directors—Terms Expiring at the 2010 Annual Meeting of
Shareholders
|
|||
Christopher
L. Doerr
|
58
|
2003
|
Co-CEO
of Sterling Aviation Holdings, Inc. (aircraft management and charter
company) since 2004 and Co-CEO of Passage Partners, LLC (a private
investment company) since 2001; former President and Co-CEO, LEESON
Electric Corporation from
1986-2001.
|
Name
|
Age
|
Director
Since
|
Principal
Occupation; Office, if any,
Held
in the Company; Other Directorships
|
Mark
J. Gliebe
|
47
|
2007
|
President
and Chief Operating Officer of the Company since December 2005; Vice
President and President-Electric Motors Group of the Company from January
2005 to December 2005; prior thereto employed by General Electric Company
(a diversified industrial and commercial manufacturing corporation) as the
General Manager of GE Motors & Controls in the GE Consumer &
Industrial business unit from 2000-2004.
|
Curtis
W. Stoelting
|
48
|
2006
|
Chief
Executive Officer of RC2 Corporation (a designer, producer and marketer of
toys, collectibles, hobby and infant care products) since 2003; prior
thereto as Chief Operating Officer from 2000-2003 and Executive Vice
President from 1998-2003 of RC2
Corporation.
|
·
|
a
“related person” means any of our directors, executive officers, nominees
for director or greater than 5% shareholder, and any of their immediate
family members, as well as any entity in which any of these persons is
employed or is a partner or principal or in a similar position or in which
such person has a 5% or greater beneficial ownership interest;
and
|
·
|
a
“related person transaction” generally is a transaction in which we were
or are to be a participant and the amount involved exceeds $120,000, and
in which any related person had or will have a direct or indirect
interest.
|
Name
of Beneficial Owner
|
Amount
and Nature of
Beneficial
Ownership(1)(2)(3)(4)
|
||||
David
A. Barta . . . . . . . . . . . . . . . . . . . . .
|
17,764
|
||||
Terry
R. Colvin . . . . . . . . . . . . . . . . . . . . .
|
1,006
|
||||
Christopher
L. Doerr . . . . . . . . . . . . . . . .
|
28,075
|
||||
David
L. Eisenreich . . . . . . . . . . . . . . . . .
|
70,276
|
||||
Thomas
J. Fischer . . . . . . . . . . . . . . . . . .
|
23,000
|
||||
Dean
A. Foate . . . . . . . . . . . . . . . . . . . .
.
|
19,000
|
||||
Mark
J. Gliebe . . . . . . . . . . . . . . . . . . . . . .
|
53,758
|
||||
Paul
J. Jones . . . . . . . . . . . . . . . . . . . . . . .
|
1,250
|
||||
G.
Frederick Kasten, Jr. . . . . . . . . . . . . . .
|
75,088
|
||||
Henry
W. Knueppel . . . . . . . . . . . . . . . .
|
656,672
|
||||
Rakesh
Sachdev. . . . . . . . . . . . . . . . . . . .
|
7,000
|
||||
Carol
N. Skornicka. . . . . . . . . . . . . . . . . .
|
11,000
|
||||
Curtis
W. Stoelting. . . . . . . . . . . . . . . . . .
|
20,500
|
||||
All
directors and executive officers
as
a group (13 persons) . . . . . . . . . . .
|
984,389
|
(1)
|
Includes
shares subject to currently exercisable rights to acquire common stock and
options exercisable within 60 days of March 5, 2008 as
follows: Mr. Barta, 13,332 shares; Mr. Colvin, 0 shares Mr.
Doerr, 23,000 shares; Mr. Eisenreich, 59,250 shares; Mr. Fischer, 20,000
shares; Mr. Foate, 14,000 shares; Mr. Gliebe, 44,000 shares; Mr. Jones, 0
shares; Mr. Kasten, 25,000 shares; Mr. Knueppel, 354,000 shares; Ms.
Skornicka, 10,000 shares; Mr. Stoelting, 13,000 shares; and all directors
and executive officers as a group, 520,332 shares. Also
includes shares of restricted stock that are subject to forfeiture until
they vest on the third anniversary of the date of grant as follows: Mr.
Barta, 3,000 shares; Mr. Colvin, 750 shares; Mr. Eisenreich, 3,000 shares;
Mr. Gliebe, 8,000 shares; Mr. Jones, 1,250 shares; and Mr. Knueppel,
25,000 shares.
|
||||||||
(2)
|
Amount
shown for Mr. Knueppel includes 14,111 shares that are held in trust under
the Company’s Personal Savings Plan (401(k)) or a non-Company sponsored
individual retirement account and 83,821 shares related to the exercise of
options in 2002, the delivery of which shares is delayed until Mr.
Knueppel’s normal retirement.
|
||||||||
(3)
|
Amounts
shown for Messrs. Fischer and Knueppel include 1,000 shares and 149,930
shares, respectively, as to which they share voting and investment power
with their spouses. The amount shown for Mr. Stoelting includes
7,500 shares held in the Curtis W. Stoelting 1994 Revocable Trust over
which Mr. Stoelting retains sole voting and investment power during his
lifetime.
|
||||||||
(4)
|
Amounts
shown for Messrs. Colvin, Eisenreich and Gliebe include 256 shares, 6,073
shares and 465 shares, respectively, held in trust under the Company’s
401(k) plans.
|
Amount and Nature of Beneficial
Ownership
|
||||||
Voting Power
|
Investment Power
|
|||||
Name
and Address
of Beneficial Owner
|
Sole
|
Shared
|
Sole
|
Shared
|
Aggregate
|
Percent
of
Class
|
AXA
Financial, Inc.
1290
Avenue of the Americas
New
York, NY 10104
|
1,784,789
|
5,901
|
2,740,865
|
49
|
2,740,914
|
8.80%
|
Dimensional
Fund Advisors LP
1299
Ocean Avenue
Santa
Monica, CA 90401
|
2,049,136
|
--
|
2,049,136
|
--
|
2,049,136
|
6.38%
|
Barclays
Global Investors, NA
45
Fremont Street
San
Francisco, CA 94105
|
1,245,863
|
--
|
1,625,794
|
--
|
1,625,794
|
5.06%
|
·
|
Attract and Retain Quality
People — We provide the opportunity for executives to be
compensated at competitive levels to ensure we attract and retain a highly
competent and committed management
team.
|
·
|
Pay for Creation of
Value — We provide our executives the opportunity to earn
above-median pay (as measured against selected peer groups) for
performance that creates shareholder value by generating ever increasing
returns as compared to our cost of capital. We believe that
this level of performance results in long-term value creation for our
shareholders via appreciation in our stock
price. Alternatively, we pay compensation below the median
level for corporate performance that fails to generate those levels of
returns.
|
·
|
Link to Shareholder
Interests — We link compensation to corporate performance through
equity-based awards to ensure that executives receive above-median
compensation only when we create long-term value for our
shareholders.
|
·
|
Alignment through Equity
Ownership — We ensure that executives’ long-term interests are
further aligned with shareholders’ interests by requiring our executives
to own a significant equity stake in our
company.
|
·
|
Base
salary;
|
·
|
Annual
incentives; and
|
·
|
Long-term
incentive compensation.
|
·
|
Base
salary;
|
·
|
Total
cash compensation (salary and actual
bonus);
|
·
|
Target
bonus;
|
·
|
Long-term
incentives; and
|
·
|
Total
direct compensation (salary, actual bonus and long-term
incentives).
|
American
Power Conversion Corp.
|
AMETEK
Inc.
|
A.O.
Smith Corp.
|
||
Crane
Co.
|
Donaldson
Co. Inc.
|
Federal
Signal Corp.
|
||
Gardner
Denver Inc.
|
Hubbell
Inc.
|
IDEX
Corporation
|
||
Lincoln
Electric Holdings Inc.
|
Modine
Manufacturing Co.
|
Roper
Industries Inc.
|
||
Sauer
Danfoss Inc.
|
Superior
Essex Inc.
|
Thomas
& Betts Corp.
|
||
Wabash
National Corp.
|
·
|
Comparable revenue and/or similar market capitalization; |
·
|
Compete
with our company in the
marketplace;
|
·
|
Compete
with our company for executive talent;
and
|
·
|
Are
manufacturing companies in our
industries.
|
·
|
Engaged
and directed Towers Perrin to assess the competitiveness of our overall
compensation and benefits programs and to provide the Committee with
guidance as to the composition of our peer group for compensation
benchmarking purposes.
|
·
|
Reviewed
in consultation with our CEO (other than with respect to his own
compensation) and Towers Perrin each element of compensation per officer
individually as well as in the aggregate using tally sheets that reflected
each component of compensation as well as total
compensation.
|
·
|
With
the assistance of Towers Perrin, adjusted executive compensation
structures in accordance with our philosophy to target base salaries
between the thirty-fifth (35th)
and fiftieth (50th)
percentile as measured against our peer group while also providing
executives the opportunity to earn above-median annual incentives for
above-average performance.
|
·
|
Reviewed
the performance of our CEO (independent of input from him) and recommended
to the independent members of the Board the total compensation for the CEO
based on competitive levels and using the same philosophies as stated
above as measured against our peer
group.
|
·
|
Reviewed
the performance of our other executive officers with assistance from our
CEO and recommended to the independent members of the Board the total
compensation for each individual officer based on competitive levels and
using the same philosophies as stated above as measured against our peer
group.
|
·
|
Maintained
the practice of holding executive sessions (without management present) at
every Committee meeting, including executive sessions in which our
independent compensation consultants
participated.
|
·
|
Reviewed
the overall incentive compensation program for our executive
officers.
|
Program
|
Description
|
Participants
|
Objectives Achieved
|
|||
Annual
Cash Compensation
|
||||||
Base
Salary
|
· Annual
cash compensation
|
|
· All
employees
|
|
· Retention
· Drive
superior performance
§ Individual
contribution
|
|
Shareholder
Value Added (SVA) Annual Cash Bonus
|
· Annual
bonus with target awards established at each employee level
· Payments
can be higher (subject to a 200% cap) or lower than target, based on
business unit and total company annual results
|
|
· All
executive officers and key managers
|
|
· Drive
superior performance
§ Across
total company
§ Across
business units
· Retention
|
Long-Term
Incentive Programs
|
||||||
Long-Term
Incentive (LTI) Equity Awards
|
· Long-term
incentive awards paid in SARs and/or RSUs; grant amounts vary to reflect
individual contribution
|
|
· All
executive officers and key managers
|
|
· Drive
superior performance
§ Individual
contribution
§ Increase
stock price
· Focus
on long-term success
· Ownership
· Retention
|
|
Retirement
Programs
|
||||||
Retirement
(401(k)) Savings Plan
|
· Company
matching and annual contributions
|
|
· All
Employees
|
|
· Retention
|
|
Target
Supplemental Retirement Plan
|
· Retirement
benefits for executives who have at least 15 years of service and work
with us until the age of 58
|
|
· Key
Executives
|
|
· Retention
· Competitive
Practices
|
|
Other
Executive Benefits
|
||||||
Perquisites
and Executive Benefits
|
· Available
to certain executives to assure protection of Company assets and/or focus
on Company business with minimal disruption
|
|
· Specific
benefits are offered to different groups of executive officers based on
business purpose
|
|
· Retention
· Competitive
Practices
|
|
Other
Benefits
|
· Medical,
welfare and other benefits
|
|
· All
employees
|
|
· Retention
|
·
|
Messrs.
Knueppel and Gliebe had limited use of a company aircraft for personal
travel.
|
·
|
All
of the executive officers had use of a company car for personal
travel.
|
·
|
Mr.
Knueppel has a special life insurance benefit and does not receive a life
insurance benefit under the basic program offered to other named executive
officers and other salaried employees. We are the owner of the
policy on the life of Mr. Knueppel with a basic death benefit of
$3,000,000. At the time Mr. Knueppel ceases to be employed by
us, we become the sole beneficiary on his policy. Mr.
Knueppel’s beneficiary would receive $500,000 in the event of his death
while employed by us. The balance of Mr. Knueppel’s death
benefit would be paid to us, including any increased death benefit, since
the policy has increasing death benefits as cash value is
created. We pay the entire annual premium on the policy, and
income is imputed to Mr. Knueppel in accordance with governmental
regulations.
|
·
|
Our
executive officers are provided with enhanced short-term and long-term
disability benefits compared with our other salaried
employees. For salaried employees who are not executive
officers, the short-term disability benefit provides up to six months of
salary replacement in an amount between 60% and 100% of the salaried
employee’s base salary depending on the salaried employee’s credited years
of service with our company. For our executive officers, salary
replacement is 100% regardless of credited years of
service. For salaried employees who are not executive officers,
the long-term disability benefit commences following six months of
disability and provides a benefit of 60% of base salary (capped at
$300,000). For our executive officers, the same formula applies
but there are no caps.
|
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
(1)
|
Option
Awards
($)
(2)
|
Non-Equity
Incentive
Plan
Compensation
($)
(3)
|
Change
in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($) (4)
|
All
Other
Compensation
($)
(5)
|
Total
($)
|
||||||||||||||||||||||||
Henry
W. Knueppel
|
2007
|
725,000 | 0 | 442,300 | 567,371 | 1,450,000 | 626,255 | 103,075 | 3,914,001 | ||||||||||||||||||||||||
Chairman
and Chief Executive Officer
|
2006
|
613,686 | 0 | 300,430 | 627,826 | 968,000 | 1,946,774 | 82,365 | 4,539,081 | ||||||||||||||||||||||||
(Principal
Executive Officer)
|
|||||||||||||||||||||||||||||||||
David
A. Barta
|
2007
|
335,000 | 0 | 103,865 | 228,667 | 335,000 | 9,774 | 18,920 | 1,031,226 | ||||||||||||||||||||||||
Vice
President and Chief Financial Officer
|
2006
|
319,851 | 0 | 58,310 | 133,019 | 315,000 | 0 | 21,628 | 847,808 | ||||||||||||||||||||||||
(Principal
Financial Officer)
|
|||||||||||||||||||||||||||||||||
Mark
J. Gliebe
|
2007
|
455,000 | 0 | 211,420 | 310,253 | 546,000 | 0 | 46,734 | 1,569,407 | ||||||||||||||||||||||||
President
and Chief Operating Officer
|
2006
|
429,851 | 0 | 118,505 | 190,512 | 510,000 | 232,661 | 37,360 | 1,518,889 | ||||||||||||||||||||||||
Paul
J. Jones
|
2007
|
275,000 | 0 | 30,027 | 62,746 | 247,500 | 0 | 13,062 | 628,335 | ||||||||||||||||||||||||
Vice
President, General Counsel and Secretary
|
|||||||||||||||||||||||||||||||||
Terry
R. Colvin
|
2007
|
220,000 | 0 | 18,016 | 37,836 | 176,000 | 0 | 8,431 | 460,283 | ||||||||||||||||||||||||
Vice
President, Corporate Human Resources
|
|||||||||||||||||||||||||||||||||
David
L. Eisenreich(6)
|
2007
|
290,000 | 0 | 67,549 | 95,927 | 290,000 | 246,145 | 18,778 | 1,008,399 | ||||||||||||||||||||||||
Vice
President and President, Mechanical Components &
|
2006
|
282,000 | 0 | 61,265 | 206,710 | 282,000 | 218,000 | 12,030 | 1,062,005 | ||||||||||||||||||||||||
Power
Generation
|
(1)
|
These
amounts reflect the dollar value of the compensation cost of all
outstanding stock awards recognized for the indicated fiscal year,
computed in accordance with FAS 123R. Pursuant to SEC rules,
the amounts shown exclude the impact of estimated forfeitures related to
service-based vesting conditions. The assumptions made in
valuing the stock awards for 2007 and 2006 are included under the caption
“Shareholders Investment” in Notes 2 and 7,
respectively, of the Notes to Consolidated Financial Statements in the
2007 and 2006 Annual Reports on Form 10-K, and such information is
incorporated herein by reference.
|
(2)
|
These
amounts reflect the dollar value of the compensation cost of all
outstanding option awards recognized over the requisite service period,
computed in accordance with FAS 123R. Pursuant to SEC rules,
the amounts shown exclude the impact of estimated forfeitures related to
service-based vesting conditions. The assumptions made in
valuing the stock awards for 2007 and 2006 are included under the caption
“Shareholders Investment” in Notes 2 and 7, respectively, of the Notes to
Consolidated Financial Statements in the 2007 and 2006 Annual Reports on
Form 10-K, and such information is incorporated herein by
reference.
|
(3)
|
As
discussed in more detail in the Compensation Discussion and Analysis,
under the SVA plan we pay any bonus amounts earned above the target bonus
value in three equal annual installments. Since the amounts
shown with respect to each named executive officer represent 200% of the
applicable target bonus value for the year indicated, we have paid or will
pay, as applicable, a portion of each amount in such installments as long
as the named executive officer has not voluntarily terminated his
employment with us or been terminated for cause on the installment payment
date.
|
(4)
|
The
values shown are the changes in the accumulated benefit obligations under
the Target Supplemental Retirement Plan for Messrs. Knueppel, Barta,
Gliebe, Jones and Colvin in 2007 and, for Messrs. Knueppel, Barta and
Gliebe, in 2006. For Mr. Eisenreich, the values shown include
changes in accumulated benefit obligations in the Marathon Electric
Employee Pension Plan (qualified), the Marathon Electric Supplemental
Pension Plan (non-qualified), and the Supplemental Life Insurance and
Retirement Income Plan (non-qualified) of $29,898, $215,441 and $806,
respectively, for 2007, and $90,000, $124,000 and $4,000, respectively,
for 2006.
|
(5)
|
The
amounts shown include payments for personal benefits and for the other
items identified below. We provide a modest level of personal
benefits to named executive officers. These personal benefits
include use of a company car and very limited use of company aircraft for
personal travel, the payment of certain moving expenses and the payment of
life insurance premiums. We value the personal use of company
aircraft under an incremental cost method calculated based on the average
variable operating costs to our company. Variable operating costs include
fuel, maintenance, landing/ramp fees and other miscellaneous variable
costs. The total annual variable costs are divided by the annual number of
passenger miles the company aircraft flew to derive an average variable
cost per mile. This average variable cost per mile is then multiplied by
the miles flown for personal use to derive the incremental cost. The
methodology excludes fixed costs that do not change based on usage, such
as pilots’ and other employees’ salaries, purchase costs of the aircraft
and non-trip related hangar expenses. Based on this method, the
value of the personal use of company aircraft by Messrs. Knueppel, Barta,
Gliebe, Jones, Colvin and Eisenreich in 2007 was $18,236, $0, $13,457, $0,
$0 and $0, respectively. For 2007, other items included in this
column were: (a) quarterly payments, equal to the per share dividend paid
to shareholders, paid on the cumulative amount of restricted stock awards
held by the named executive officers of $15,620, $3,190, $5,200, $725,
$464 and $4,122 for Messrs. Knueppel, Barta, Gliebe, Jones, Colvin and
Eisenreich, respectively; (b) payments in lieu of dividends for Mr.
Knueppel of $48,616 on shares related to his exercise of stock options in
2002, as delivery of the shares for which the stock options were exercised
was delayed until his retirement; (c) company contributions to the named
executive officers’ 401(k) plans of $7,775, $7,775, $11,975, $3,375,
$3,025 and $11,125 for Messrs. Knueppel, Barta, Gliebe, Jones, Colvin and
Eisenreich, respectively; and (d) the reimbursement of amounts paid by
Messrs. Knueppel, Barta, Gliebe, Jones, Colvin and Eisenreich for taxes
related to their use of the company aircraft of $4,434, $0, $2,773, $0,
$0and $0, respectively.
|
(6)
|
Due
to certain officer additions and other organizational changes, as of March
12, 2007, we determined that the position held by Mr. Eisenreich would no
longer be considered an “executive officer” position within our
organization. Because Mr. Eisenreich’s position was an
executive officer position for part of fiscal 2007, however, and his
compensation for fiscal 2007 otherwise qualifies him as a named executive
officer, we have included disclosure of his compensation in this proxy
statement.
|
|
Grants
of Plan-Based Awards
|
Estimated
Future Payouts Under Non-Equity Incentive Plan Awards (1)
|
All
Other Stock Awards: Number of Shares of Stock or Units
(#)
|
All Other Option Awards: Number of Securities Underlying Options (#) |
Exercise
or
Base
Price
of
Option
Awards
($/Sh)
|
Grant
Date
Fair
Value of Stock
and Option Awards
($)
|
|||||||||||||||||||||||
Name
|
Grant
Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
|||||||||||||||||||||||
Henry W. Knueppel |
2/06/2007
|
10,000 | 48.05 | 480,500 | |||||||||||||||||||||||
2/06/2007
|
70,000
|
18.11 | 1,267,700 | ||||||||||||||||||||||||
0
|
725,000 | 1,450,000 | |||||||||||||||||||||||||
David
A. Barta
|
2/06/2007
|
3,000 | 48.05 | 144,150 | |||||||||||||||||||||||
2/06/2007
|
25,000 | 18.11 | 452,750 | ||||||||||||||||||||||||
0
|
167,500 | 335,000 | |||||||||||||||||||||||||
Mark
J. Gliebe
|
2/06/2007
|
8,000 | 48.05 | 384,400 | |||||||||||||||||||||||
2/06/2007
|
35,000 | 18.11 | 633,850 | ||||||||||||||||||||||||
0
|
273,000 | 546,000 | |||||||||||||||||||||||||
Paul
J. Jones
|
5/01/2007
|
1,250 | 44.12 | 55,150 | |||||||||||||||||||||||
5/01/2007
|
13,000 | 16.68 | 216,840 | ||||||||||||||||||||||||
0
|
123,750 | 247,500 | |||||||||||||||||||||||||
Terry
R. Colvin
|
5/01/2007
|
750 | 44.12 | 33,090 | |||||||||||||||||||||||
5/01/2007
|
7,500 | 16.68 | 125,100 | ||||||||||||||||||||||||
0
|
88,000 | 176,000 | |||||||||||||||||||||||||
David
L. Eisenreich
|
2/06/2007
|
1,000 | 48.05 | 48,050 | |||||||||||||||||||||||
2/06/2007
|
10,000 | 18.11 | 181,100 | ||||||||||||||||||||||||
0
|
145,000 | 290,000 | |||||||||||||||||||||||||
(1)
|
The
table reflects the estimated future payouts at the time these awards were
granted under the SVA plan. As of the date of this proxy
statement, these awards have been earned and, up to the target amount,
paid out. As discussed in more detail in the Compensation
Discussion and Analysis, bonuses earned above the target bonus value under
the SVA plan are subject to payment in three equal annual
installments. To receive the installment payments, the named
executive officer must not have voluntarily terminated his employment with
us or been terminated for cause prior to the applicable payment
date. We do not credit interest on amounts subject to payment
in installments.
|
|
Outstanding
Equity Awards at Fiscal Year-End
|
Option
Awards (1)
|
Stock
Awards
|
||||||
Name
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
(#) (2)
|
Market
Value
of
Shares or
Units
of Stock
That
Have Not
Vested
($) (3)
|
|
Henry
W. Knueppel
|
20,000
|
0
|
28.63
|
1/23/2008
|
|||
180,000
|
20,000(4)
|
23.25
|
1/22/2009
|
||||
40,000
|
0
|
16.38
|
4/22/2013
|
||||
36,000
|
0
|
20.30
|
4/22/2014
|
||||
50,000
|
0
|
29.75
|
1/21/2015
|
||||
0
|
70,000(5)
|
36.36
|
1/27/2016
|
||||
0
|
70,000(6)
|
48.05
|
2/06/2012
|
||||
35,000(7)
|
1,571,850
|
||||||
David
A. Barta
|
8,332
|
16,668(8)
|
21.85
|
6/28/2014
|
|||
5,000
|
5,000(9)
|
29.75
|
1/21/2015
|
||||
0
|
25,000(10)
|
36.36
|
1/27/2016
|
||||
0
|
25,000(11)
|
48.05
|
2/06/2012
|
||||
8,500(12)
|
381,735
|
||||||
Mark
J. Gliebe
|
20,000
|
30,000(13)
|
29.00
|
1/3/2015
|
|||
0
|
35,000(14)
|
36.36
|
1/27/2016
|
||||
0
|
35,000(15)
|
48.05
|
2/06/2012
|
||||
16,000(16)
|
718,560
|
||||||
Paul
J. Jones
|
0
|
13,000(17)
|
44.12
|
5/01/2017
|
|||
2,400
|
9,600(18)
|
42.94
|
9/11/2016
|
||||
2,500(19)
|
112,275
|
||||||
Terry
R. Colvin
|
0
|
7,500(20)
|
44.12
|
5/01/2017
|
|||
1,500
|
6,000(21)
|
42.94
|
9/11/2016
|
||||
1,500(22)
|
67,365
|
||||||
|
|||||||
David L. Eisenreich |
15,000
|
0
|
16.38
|
4/22/2013
|
|||
18,250
|
0
|
20.30
|
4/22/2014
|
||||
5,000
|
0
|
23.66
|
10/28/2014
|
||||
15,000
|
0
|
29.75
|
1/21/2015
|
||||
0
|
15,000(23)
|
36.36
|
1/27/2016
|
||||
0
|
10,000(24)
|
48.05
|
2/06/2012
|
||||
5,500(25)
|
247,005
|
||||||
Option
Awards
|
Stock
Awards
|
|||
Name
of
Executive
Officer
|
Number
of
Shares
Acquired
on
Exercise
(#)
|
Value
Realized
On
Exercise
($)
|
Number
of
Shares
Acquired
on
Vesting
(#)
|
Value
Realized
on
Vesting
($)
|
Henry
W. Knueppel
|
0
|
0
|
4,000
|
180,400
|
David
A. Barta
|
0
|
0
|
0
|
0
|
Mark
J. Gliebe
|
0
|
0
|
2,000
|
102,500
|
Paul
J. Jones
|
0
|
0
|
0
|
0
|
Terry
R. Colvin
|
0
|
0
|
0
|
0
|
David
L. Eisenreich
|
2,000
|
48,810
|
2,100
|
94,710
|
Name
|
Plan
name
|
Number
of
Years
Credited
Service
(#)
|
Present
Value
of
Accumulated
Benefit
($)
|
Payments
During
Last
Fiscal
Year ($)
|
|||||||||
Henry W. Knueppel | Regal Beloit Target Supplemental | 28 | 3,682,302 | 0 | |||||||||
Retirement Plan (non-qualified) | |||||||||||||
David A. Barta | Regal Beloit Tartet Supplemental | 3 | 9,774 | 0 | |||||||||
Retirement Plan (non-qualified) | |||||||||||||
Mark J. Gliebe | Regal Beloit Target Supplemental | 26 | 796,098 | (1) | 0 | ||||||||
Paul J. Jones | Regal Beloit Target Supplemental | 1 | 0 | 0 | |||||||||
Retirement Plan (non-qualified) | |||||||||||||
Terry R. Colvin | Regal Beloit Target Supplemental | 1 | 0 | 0 | |||||||||
Retirement Plan (non-qualified) | |||||||||||||
David L. Eisenreich | Marathon Electric Employee Pension Plan (qualified) | 27 | 703,188 | 0 | |||||||||
Marathon Electric Supplemental Pension Plan (non-qualified) | 27 | 581,779 | 0 | ||||||||||
Supplemental Life Insurance and Retirement Income Plan (non-qualified) | 27 | 69,464 | 0 |
(1)
|
In addition to the three years
that Mr. Gliebe has been employed by us, he has been credited under the
Regal Beloit Target Supplemental Retirement Plan with the 23 years for
which he had credit under his previous employer’s retirement
plan. When Mr. Gliebe’s benefits are paid under the Target
Supplemental Retirement Plan, we will deduct from the benefit owed to Mr.
Gliebe those amounts paid by his previous employer under the previous
employer’s retirement plan.
|
Years
of Credited Service
|
||
Average
Annual Earnings for the Final
Applicable
Years of Service
|
25
|
30
|
$300,000
|
$ 96,600
|
$115,900
|
$400,000
|
$131,600
|
$157,900
|
$500,000
|
$166,600
|
$199,900
|
$600,000
|
$201,600
|
$241,900
|
·
|
we
breach the terms of the agreement;
|
·
|
we
reduce the executive’s base salary, bonus opportunity or
benefits;
|
·
|
we
remove the executive from positions within our
company;
|
·
|
the
executive determines in good faith that there has been a material adverse
change in his working conditions or
status;
|
·
|
we
relocate the executive; or
|
·
|
we
require the executive to travel 20% more frequently than prior to the
change in control.
|
Executive
Benefits
and
Payments
Upon
Change in Control or Termination
|
Voluntary
Termination/
Early
Retirement(1)
|
Involuntary
Not
for Cause Termination(2)
|
For
Cause Termination
|
Change
in
Control
without
Termination
|
Involuntary
or
Good
Reason
Termination
/
Change
in Control
(3)
|
Death
or Disability
|
||||||||||||||||||
Compensation:
|
||||||||||||||||||||||||
Current
Year SVA Bonus
|
$ | 721,027 | $ | 721,027 | $ | 721,027 | $ | 721,027 | ||||||||||||||||
Payment
of SVA from Prior Years
|
$ | 689,749 | $ | 689,749 | $ | 689,749 | $ | 689,749 | ||||||||||||||||
Termination
Payment
|
$ | 5,172,195 | ||||||||||||||||||||||
Target
Supplemental Plan(4)
|
$ | 5,116,067 | $ | 5,116,067 | $ | 5,116,067 | $ | 5,116,067 | $ | 5,116,067 | $ | 5,116,067 | ||||||||||||
Stock
Options
|
||||||||||||||||||||||||
Unvested and
Accelerated
|
$ | 912,000 | $ | 912,000 | $ | 912,000 | $ | 912,000 | ||||||||||||||||
Restricted
Stock
|
||||||||||||||||||||||||
Unvested and
Accelerated
|
$ | 1,571,850 | $ | 1,571,850 | $ | 1,571,850 | $ | 1,571,850 | ||||||||||||||||
Stock
Appreciation Rights
|
||||||||||||||||||||||||
Unvested and
Accelerated
|
||||||||||||||||||||||||
Benefits
and Perquisites:
|
||||||||||||||||||||||||
Cash
Payment Under Retirement Plans
|
$ | 620,216 | (5) | |||||||||||||||||||||
Post-termination
Health & Life
Insurance
|
$ | 84,981 | ||||||||||||||||||||||
Life
Insurance Proceeds
|
$ | 400,000 | (5) | |||||||||||||||||||||
Disability
|
$ | 213,000 | (6) | |||||||||||||||||||||
Accrued
Vacation Pay
|
$ | 55,769 | $ | 55,769 | $ | 55,769 | $ | 55,769 | $ | 55,769 | $ | 55,769 | ||||||||||||
Accounting
and Legal Services
|
$ | 15,000 | ||||||||||||||||||||||
Outplacement
Services
|
$ | 72,500 | ||||||||||||||||||||||
280G
Tax Gross-up
|
$ | 3,038,846 | ||||||||||||||||||||||
Total:
|
$ | 9,066,462 | $ | 6,582,612 | $ | 5,171,836 | $ | 7,655,686 | $ | 18,070,200 | $ | 9,679,462 | (7) |
Executive
Benefits
and
Payments
Upon
Change in Control or Termination
|
Voluntary
Termination
|
Involuntary
Not
for Cause Termination(1)
|
For
Cause Termination
|
Change
in Control without Termination
|
Involuntary
or
Good
Reason Termination /
Change
in Control
(2)
|
Death
or Disability
|
||||||||||||||||||
Compensation:
|
||||||||||||||||||||||||
Current
Year SVA Bonus
|
$ | 166,582 | $ | 166,582 | $ | 166,582 | ||||||||||||||||||
Payment
of SVA from Prior Years
|
$ | 232,966 | $ | 232,966 | $ | 232,966 | ||||||||||||||||||
Termination
Payment
|
$ | 2,607,555 | ||||||||||||||||||||||
Target
Supplemental Plan(3)
|
$ | 31,666 | ||||||||||||||||||||||
Stock
Options
|
||||||||||||||||||||||||
Unvested and
Accelerated
|
$ | 631,134 | $ | 631,134 | $ | 631,134 | ||||||||||||||||||
Restricted
Stock
|
||||||||||||||||||||||||
Unvested and
Accelerated
|
$ | 381,735 | $ | 381,735 | $ | 381,735 | ||||||||||||||||||
Stock
Appreciation Rights
|
||||||||||||||||||||||||
Unvested and
Accelerated
|
||||||||||||||||||||||||
Benefits
and Perquisites:
|
||||||||||||||||||||||||
Cash
Payment Under Retirement
Plans
|
282,939
39,885
|
(4) | ||||||||||||||||||||||
Post-termination
Health & Life
Insurance
|
||||||||||||||||||||||||
Life
Insurance Proceeds
|
$ | 150,000 | (5) | |||||||||||||||||||||
Disability
|
$ | 21,000 | (6) | |||||||||||||||||||||
Accrued
Vacation Pay
|
$ | 25,769 | $ | 25,769 | $ | 25,769 | $ | 25,769 | $ | 25,769 | $ | 12,885 | ||||||||||||
Accounting
and Legal Services
|
$ | 15,000 | ||||||||||||||||||||||
Outplacement
Services
|
$ | 33,500 | ||||||||||||||||||||||
280G
Tax Gross-up
|
$ | 1,434,337 | ||||||||||||||||||||||
Total:
|
$ | 25,769 | $ | 425,317 | $ | 25,769 | $ | 1,038,638 | $ | 5,883,068 | $ | 1,596,302 | (7) |
Executive
Benefits
and
Payments
Upon
Change in Control or Termination
|
Voluntary
Termination
|
Involuntary
Not for Cause Termination(1)
|
For
Cause Termination
|
Change
in Control without Termination
|
Involuntary
or
Good
Reason Termination /
Change
in Control
(2)
|
Death
or Disability
|
||||||||||||||||||
Compensation:
|
||||||||||||||||||||||||
Current
Year SVA Bonus
|
$ | 271,504 | $ | 271,504 | $ | 271,504 | ||||||||||||||||||
Payment
of SVA from Prior Years
|
$ | 375,854 | $ | 375,854 | $ | 375,854 | ||||||||||||||||||
Termination
Payment
|
$ | 2,360,553 | ||||||||||||||||||||||
Target
Supplemental Plan
|
$ | 2,402,956 | (3) | |||||||||||||||||||||
Stock
Options
|
||||||||||||||||||||||||
Unvested and
Accelerated
|
$ | 716,700 | $ | 716,700 | $ | 716,700 | ||||||||||||||||||
Restricted
Stock
|
||||||||||||||||||||||||
Unvested and
Accelerated
|
$ | 718,560 | $ | 718,560 | $ | 718,560 | ||||||||||||||||||
Stock
Appreciation Rights
|
||||||||||||||||||||||||
Unvested and
Accelerated
|
||||||||||||||||||||||||
Benefits
and Perquisites:
|
||||||||||||||||||||||||
Cash
Payment Under Retirement Plans
|
$ | 460,674 | (4) | |||||||||||||||||||||
Post-termination
Health & Life
Insurance
|
$ | 39,345 | ||||||||||||||||||||||
Life
Insurance Proceeds
|
$ | 250,000 | (5) | |||||||||||||||||||||
Disability
|
$ | 93,000 | (6) | |||||||||||||||||||||
Accrued
Vacation Pay
|
$ | 35,000 | $ | 35,000 | $ | 35,000 | $ | 35,000 | $ | 35,000 | $ | 35,000 | ||||||||||||
Accounting
and Legal Services
|
$ | 15,000 | ||||||||||||||||||||||
Outplacement
Services
|
$ | 45,500 | ||||||||||||||||||||||
280G
Tax Gross-up
|
$ | 2,682,821 | ||||||||||||||||||||||
Total:
|
$ | 35,000 | $ | 682,358 |