UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________
SCHEDULE 14A
(RULE 14a-101)
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SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant
to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant
x
Filed by a Party other than the Registrant
¨
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to
§240.14a-12
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Lindblad Expeditions Holdings,
Inc.
(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the
Registrant)
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Payment of Filing Fee (Check the appropriate box):
x
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No fee required.
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Fee computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which
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Per unit price or other underlying value of
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):
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Proposed maximum aggregate value of
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Fee paid previously with preliminary
materials.
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Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
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_________________
NOTICE OF 2016 ANNUAL
MEETING OF STOCKHOLDERS
_________________
The 2016 Annual Meeting of Stockholders of Lindblad Expeditions
Holdings, Inc. will be held at the offices of Latham & Watkins
LLP, 885 Third Avenue, New York, NY 10022, on Thursday, June 2,
2016, beginning at 10:00 A.M. local time. At the meeting, the
holders of outstanding common stock will act on the following
matters:
(1)
The
election of Paul J. Brown and Bernard W. Aronson, the two nominees
named in the attached proxy statement, as Class A Directors to
serve terms expiring at the annual meeting of stockholders to be
held in 2019 and until their successors have been elected and
qualified;
(2)
The
approval, on an advisory basis, of the 2015 compensation of our
named executive officers;
(3)
The
ratification of the appointment of Marcum LLP as our independent
registered certified public accounting firm for fiscal 2016;
(4)
The
approval of the 2016 CEO Share Allocation Plan; and
(5)
The
transaction of any other business as may properly come before the
meeting or any adjournment or postponement thereof.
Stockholders of record at the close of business on April 6, 2016
are entitled to notice of and to vote at the annual meeting and any
postponements or adjournments thereof.
We hope you will be able to attend the meeting, but in any event we
would appreciate your submitting your proxy as promptly as
possible. You may vote via the Internet, or by telephone, as
instructed on the Notice of Internet Availability of Proxy
Materials or as instructed on the accompanying proxy. If you
received or requested a copy of the proxy card by mail or by
e-mail, you may submit your vote by mail. We encourage you to vote
via the Internet or by telephone. These methods are convenient and
save the Company significant postage and processing charges. If you
attend the meeting, you may revoke your proxy and vote in
person.
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By Order of the Board of Directors,
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/s/ Mark D. Ein
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Mark D. Ein
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Chairman of the Board
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Dated: April 15, 2016
TABLE OF
CONTENTS
ABOUT THE ANNUAL MEETING
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1
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PRINCIPAL STOCKHOLDERS
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5
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE
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7
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PROPOSAL NO. 1 ELECTION OF DIRECTORS
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8
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CORPORATE GOVERNANCE
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11
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EXECUTIVE OFFICERS
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15
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EXECUTIVE COMPENSATION
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17
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CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
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27
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PROPOSAL NO. 2 ADVISORY RESOLUTION ON EXECUTIVE
COMPENSATION
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30
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PROPOSAL NO. 3 THE RATIFICATION OF THE
APPOINTMENT OF THE COMPANY’S INDEPENDENT REGISTERED CERTIFIED
PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2016
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31
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PROPOSAL NO. 4 2016 CEO SHARE ALLOCATION
PLAN
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32
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INDEPENDENT REGISTERED CERTIFIED PUBLIC
ACCOUNTING FIRM FEES AND SERVICES
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39
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AUDIT COMMITTEE REPORT
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40
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STOCKHOLDER PROPOSALS FOR THE 2017
MEETING
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41
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OTHER MATTERS
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41
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i
Lindblad Expeditions
Holdings, Inc.
96 Morton Street, 9
th
Floor
New York, NY 10014
2016 ANNUAL MEETING OF
STOCKHOLDERS
To Be Held June 2, 2016
_________________
PROXY
STATEMENT
_________________
The Board of Directors of Lindblad Expeditions Holdings, Inc. (the
“Company,” “we,” “us,”
“our,” and “ours”) is soliciting proxies
from its stockholders to be used at the 2016 Annual Meeting of
Stockholders to be held at the offices of Latham & Watkins LLP,
885 Third Avenue, New York, NY 10022 on Thursday, June 2, 2016,
beginning at 10:00 A.M. local time, and at any postponements or
adjournments thereof. This proxy statement contains information
related to the annual meeting.
NOTICE OF ELECTRONIC
AVAILABILITY OF PROXY MATERIALS
On or about April 15, 2016, we mailed to our stockholders who have
not previously requested to receive these materials by mail or
e-mail a Notice of Internet Availability of Proxy Materials
containing instructions on how to access this proxy statement and
our annual report and vote online. The notice instructs you as to
how you may access and review all of the important information
contained in the proxy materials. The notice also instructs you as
to how you may submit your proxy on the Internet or by telephone.
If you received the notice by mail, you will not automatically
receive a printed copy of our proxy materials or annual report
unless you follow the instructions for requesting these materials
included in the notice.
ABOUT THE ANNUAL
MEETING
Why did I receive these materials?
Our Board of Directors is soliciting proxies for the 2016 Annual
Meeting of Stockholders. You are receiving a proxy statement
because you owned shares of our common stock on April 6, 2016 and
that entitles you to vote at the meeting. By use of a proxy, you
can vote whether or not you attend the meeting. This proxy
statement describes the matters on which we would like you to vote
and provides information on those matters so that you can make an
informed decision.
What information is contained in this proxy statement?
The information in this proxy statement relates to the proposals to
be voted on at the annual meeting, the voting process, our Board of
Directors, the compensation of directors and executive officers and
other information that the Securities and Exchange Commission
requires us to provide annually to our stockholders.
Who is entitled to vote at the meeting?
Holders of common stock as of the close of business on the record
date, April 6, 2016, will receive notice of, and be eligible to
vote at, the annual meeting and at any adjournment or postponement
of the annual meeting. At the close of business on the record date,
we had outstanding and entitled to vote 45,505,228 shares of common
stock.
1
How many votes do I have?
Each outstanding share of our common stock you owned as of the
record date will be entitled to one vote for each matter considered
at the meeting. There is no cumulative voting.
Who can attend the meeting?
Only persons with evidence of stock ownership as of the record date
or who are invited guests of the Company, as determined by our
Board of Directors or our executive officers, may attend and be
admitted to the annual meeting of the stockholders. Stockholders
with evidence of stock ownership as of the record date may be
accompanied by one guest. Photo identification may be required (a
valid driver’s license, state identification or passport). If
a stockholder’s shares are registered in the name of a
broker, trust, bank or other nominee, the stockholder must bring a
proxy or a letter from that broker, trust, bank or other nominee or
their most recent brokerage account statement that confirms that
the stockholder was a beneficial owner of our shares of stock as of
the record date. Since seating is limited, admission to the meeting
will be on a first-come, first-served basis.
Cameras (including cell phones with photographic capabilities),
recording devices and other electronic devices will not be
permitted at the meeting.
What constitutes a quorum?
The presence at the meeting, in person or by proxy, of the holders
of a majority of all the outstanding shares of common stock
entitled to vote constitutes a quorum, permitting the conduct of
business at the meeting. Proxies received but marked as abstentions
or broker non-votes, if any, will be included in the calculation of
the number of votes considered to be present at the meeting for
purposes of a quorum.
How do I vote?
If you are a holder of record (that is, your shares are registered
in your own name with our transfer agent), you can vote either in
person at the annual meeting or by proxy without attending the
annual meeting. We urge you to vote by proxy even if you plan to
attend the annual meeting so that we will know as soon as possible
that enough votes will be present for us to hold the meeting. If
you attend the meeting in person, you may vote at the meeting and
your proxy will not be counted. Our Board of Directors has
designated Sven-Olof Lindblad and Ian T. Rogers, and each or any of
them, as proxies to vote the shares of common stock solicited on
its behalf. You can vote by proxy by any of the following
methods.
Voting by Telephone or Through the Internet
.
If you
are a registered stockholder (that is, if you own shares in your
own name and not through a broker, bank or other nominee that holds
shares for your account in a “street name” capacity),
you may vote by proxy by using either the telephone or Internet
methods of voting. Proxies submitted by telephone or through the
Internet must be received by 11:59 p.m., eastern daylight time, on
June 1, 2016. Please see the Notice of Internet Availability or
proxy card for instructions on how to access the telephone and
Internet voting systems.
Voting by Proxy Card
.
Each
stockholder electing to receive stockholder materials by mail may
vote by proxy by using the accompanying proxy card. When you return
a proxy card that is properly signed and completed, the shares
represented by your proxy will be voted as you specify on the proxy
card.
If you hold your shares in “street name,” we have
supplied copies of our proxy materials for the 2016 Annual Meeting
of Stockholders to the broker, bank or other nominee holding your
shares of record and they have the responsibility to send these
proxy materials to you. You must either direct the bank, broker or
other nominee as to how to vote your shares, or obtain a proxy from
the bank, broker or other nominee to vote at the meeting. Please
refer to the voter instruction cards used by your bank, broker or
other nominee for specific instructions on methods of voting,
including by telephone or using the Internet.
Your shares will be voted as you indicate. If you return the proxy
card but you do not indicate your voting preferences, then your
shares will not be voted with respect to any proposal other than
the ratification of our auditors. The Board and management do not
intend to present any matters at this time at the annual meeting
other than those outlined in the notice of the annual meeting.
Should any other matter requiring a vote of stockholders arise,
stockholders returning the proxy card confer upon the individuals
designated as proxies discretionary authority to vote the shares
represented by such proxy on any such other matter in accordance
with their best judgment.
2
Can I change my vote?
Yes. If you are a stockholder of record, you may revoke or change
your vote at any time before the proxy is exercised by filing a
notice of revocation with the Secretary of the Company or mailing a
proxy bearing a later date, submitting your proxy again by
telephone or over the Internet or by attending the annual meeting
and voting in person. For shares you hold beneficially in
“street name,” you may change your vote by submitting
new voting instructions to your broker, bank or other nominee or,
if you have obtained a legal proxy from your broker, bank or other
nominee giving you the right to vote your shares, by attending the
meeting and voting in person. In either case, the powers of the
proxy holders will be suspended if you attend the meeting in person
and so request, although attendance at the meeting will not by
itself revoke a previously granted proxy.
How is the Company soliciting this proxy?
We are soliciting this proxy on behalf of our Board of Directors
and will pay all expenses associated with this solicitation. In
addition to mailing these proxy materials, certain of our officers
and other employees may, without compensation other than their
regular compensation, solicit proxies through further mailing or
personal conversations, or by telephone, facsimile or other
electronic means. We will also, upon request, reimburse brokers and
other persons holding stock in their names, or in the names of
nominees, for their reasonable out-of-pocket expenses for
forwarding proxy materials to the beneficial owners of our stock
and to obtain proxies.
Will stockholders be asked to vote on any other matters?
To the knowledge of the Company and its management, stockholders
will vote only on the matters described in this proxy statement.
However, if any other matters properly come before the meeting, the
persons named as proxies for stockholders will vote on those
matters in the manner they consider appropriate.
What vote is required to approve each item?
The two nominees receiving the highest vote totals of the eligible
shares of our common stock that are present, in person or by proxy,
and entitled to vote at the meeting will be elected as our
directors. The approval of the advisory resolution on executive
compensation, the ratification of the appointment of Marcum LLP,
and the approval of the 2016 CEO Share Allocation Plan require the
affirmative vote of the majority of the votes present, in person or
by proxy, and entitled to vote at the meeting.
How are votes counted?
With regard to the election of directors, votes may be cast in
favor or withheld and votes that are withheld will be excluded
entirely from the vote and will have no effect. You may not
cumulate your votes for the election of directors.
For the other proposals, you may vote “FOR,”
“AGAINST” or “ABSTAIN.” Abstentions are
considered to be present and entitled to vote at the meeting and,
therefore, will have the effect of a vote against each of the
proposals.
If you hold your shares in “street name,” we have
supplied copies of our proxy materials for our 2016 Annual Meeting
of Stockholders to the broker, bank or other nominee holding your
shares of record and they have the responsibility to send these
proxy materials to you. Your broker, bank or other nominee that has
not received voting instructions from you may not vote on any
proposal other than the appointment of Marcum LLP. These so-called
“broker non-votes” will be included in the calculation
of the number of votes considered to be present at the meeting for
purposes of determining a quorum, but will not be considered in
determining the number of votes necessary for approval of any of
the proposals and will have no effect on the outcome of any of the
proposals. Your broker, bank or other nominee is permitted to vote
your shares on the appointment of Marcum LLP as our independent
auditor without receiving voting instructions from you.
What should I do if I receive more than one set of voting
materials?
You may receive more than one set of voting materials, including
multiple copies of this proxy statement, proxy cards or voting
instruction cards. For example, if you hold your shares in more
than one brokerage account, you may receive a separate voting
instruction card for each brokerage account in which you hold
shares. If you are a stockholder of record and your shares are
registered in more than one name, you will receive more than one
proxy card. Please vote your shares applicable to each proxy card
and voting instruction card that you receive.
3
If I previously signed up to receive stockholder materials,
including proxy statements and annual reports, by mail and wish to
access these materials via the Internet or via electronic delivery
in the future, what should I do?
If you have previously signed up to receive stockholder materials,
including proxy statements and annual reports, by mail, you may
choose to receive these materials by accessing the Internet or via
electronic delivery in the future. You can help us achieve a
substantial reduction in our printing and mailing costs by choosing
to receive stockholder materials by means other than mail. If you
choose to receive your proxy materials by accessing the Internet,
then before next year’s annual meeting, you will receive a
Notice of Internet Availability of Proxy Materials when the proxy
materials and annual report are available over the Internet. If you
choose instead to receive your proxy materials via electronic
delivery, you will receive an email containing the proxy
materials.
If your shares are registered in your own name (instead of through
a broker or other nominee), sign up to receive proxy materials in
the future by accessing the Internet or via electronic delivery by
visiting the following website:
www.proxyvote.com
.
Your election to receive your proxy materials by accessing the
Internet or by electronic delivery will remain in effect for all
future stockholder meetings unless you revoke it before the meeting
by following the instructions on the Notice of Internet
Availability of Proxy Materials or by calling or sending a written
request addressed to:
Lindblad Expeditions Holdings, Inc.
96 Morton Street, 9
th
Floor
New York, NY 10014
Attn: Thomas Diverio
(212) 261-9000
If you hold your shares in an account at a brokerage firm or bank
participating in a “street name” program, you can sign
up for electronic delivery of proxy materials in the future by
contacting your broker.
How can I obtain paper copies of the proxy materials, 10-K and
other financial information?
Stockholders can access our 2016 proxy statement, our annual report
on Form 10-K and our other filings with the Securities and Exchange
Commission as well as our corporate governance and other related
information on the investor relations page of our website at
www.expeditions.com
.
The Securities and Exchange Commission’s rules permit us to
deliver a single Notice of Internet Availability of Proxy Materials
or single set of annual meeting materials to one address shared by
two or more of our stockholders. This delivery method is referred
to as “householding” and can result in significant cost
savings. To take advantage of this opportunity, we have delivered
only one notice, proxy statement and annual report to multiple
stockholders who share an address, unless we received contrary
instructions from the impacted stockholders prior to the mailing
date. We agree to deliver promptly, upon written or oral request, a
separate copy of the Notice or annual meeting materials, as
requested, to any stockholder at the shared address to which a
single copy of those documents was delivered. If you are currently
a stockholder sharing an address with another stockholder and wish
to receive only one copy of future Notices, proxy statements and
annual reports for your household, please write to Thomas Diverio
at our address set forth above.
If you elected to receive our stockholder materials via the
Internet or via electronic delivery, you may request paper copies,
without charge, by written request addressed to the address set
forth above.
Where can I find the
voting results of the annual meeting?
We will announce the preliminary voting results at the annual
meeting and release the final results in a Form 8-K within four
business days following the annual meeting.
4
PRINCIPAL
STOCKHOLDERS
The following table sets forth information regarding the beneficial
ownership of our common stock as of April 6, 2016 by (i) each
person who, to our knowledge, owns more than 5% of our common
stock, (ii) each of our current directors and executive officers,
and (iii) all of our current directors and executive officers as a
group. Derivative securities exercisable or convertible into shares
of our common stock within sixty (60) days of April 6, 2016 are
deemed to be beneficially owned and outstanding for computing the
share ownership and percentage of the person holding securities,
but are not deemed outstanding for computing the percentage of any
other person. Beneficial ownership representing less than 1% is
denoted with an asterisk (*). The address of named beneficial
owners that are our officers and/or directors is: c/o Lindblad
Expeditions Holdings, Inc., 96 Morton Street, 9
th
Floor, New York, NY 10014. The following table is based upon
information supplied by officers and directors, and with respect to
5% or greater stockholders who are not officers or directors,
information filed with the Securities and Exchange Commission.
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Number of Shares Beneficially Owned
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Percentage Beneficially Owned
(1)
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Management and Directors:
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Sven-Olof Lindblad
(2)
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14,125,827
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31.0
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%
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Ian T. Rogers
(3)
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543,410
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1.2
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%
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John T. McClain
(4)
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—
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*
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Dean (Trey) Byus III
(5)
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244,059
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*
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Richard P. Fontaine
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—
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*
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J. Tyler Skarda
(6)
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—
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*
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Mark D. Ein
(7)
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7,467,751
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15.1
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%
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L. Dyson Dryden
(8)
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2,386,802
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5.1
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%
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Bernard W. Aronson
(9)
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6,660
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*
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Paul J. Brown
(9)
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6,660
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*
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John M. Fahey
(10)
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5,000
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*
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All directors and executive officers as a group
(11 persons)
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24,786,169
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48.7
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%
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5% Owners:
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Capitol Acquisition Management 2 LLC
(7)
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7,467,751
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15.1
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%
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Putnam Investments, LLC
(11)
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2,325,593
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5.1
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%
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TD Asset Management Inc.
(12)
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2,952,000
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6.5
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%
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Wellington Management Group LLP
(13)
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2,499,355
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5.5
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%
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T. Rowe Price Associates, Inc.
(14)
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3,466,255
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7.6
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%
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Talas Shipping GmbH & Co. KG and Two
Mountain Ltd.
(15)
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5,891,960
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12.9
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%
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National Geographic Society
(16)
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2,762,499
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6.1
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%
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5
6
SECTION 16(a) BENEFICIAL
OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our directors, executive
officers and stockholders holding more than 10% of our outstanding
common stock to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in beneficial
ownership of our common stock. Executive officers, directors and
10% stockholders are required by Securities and Exchange Commission
regulations to furnish us with copies of all Section 16(a) reports
they file. Based on a review of the Securities and Exchange
Commission filed ownership reports during 2015, we believe that all
Section 16(a) filing requirements were met during 2015.
7
PROPOSAL NO. 1
ELECTION OF DIRECTORS
General
We maintain a staggered Board of Directors divided into three
classes. Each director generally serves for a term ending on the
date of the third annual stockholders’ meeting following the
annual stockholders’ meeting at which such director’s
class was most recently elected and until his or her successor is
duly elected and qualified. The number of authorized directors as
of the date of this proxy statement is six.
Currently, there are two directors in each of Class A (Paul J.
Brown and Bernard W. Aronson), Class B (L. Dyson Dryden and John M.
Fahey) and Class C (Sven-Olof Lindblad and Mark D. Ein). At the
annual meeting, the term of our two Class A directors, Paul J.
Brown and Bernard W. Aronson, will expire. At the annual meeting,
our stockholders will elect Paul J. Brown and Bernard W. Aronson as
Class A directors to serve until our 2019 Annual Meeting of
Stockholders and until their successors are duly elected and
qualified. Information about each of our directors and director
nominees is set forth below.
The individuals named as proxy voters in the accompanying proxy, or
their substitutes, will vote for the Board’s nominees with
respect to all proxies we receive unless instructions to the
contrary are provided. If any nominee becomes unavailable for any
reason, the votes will be cast for a substitute nominee designated
by our Board. Our directors have no reason to believe that any of
the nominees named below will be unable to serve if elected. We
strongly encourage our directors to attend our annual meeting.
The following sets forth certain information, as of April 15, 2016,
about each of the Board’s nominees for election at the annual
meeting and each of our directors whose term will continue after
our annual meeting.
Nominees for Election at
the Annual Meeting
Class A Directors — Terms Expiring 2019
Paul J. Brown
, age 49, has served as a director since July
8, 2015. Mr. Brown has served as the Chief Executive Officer of
Arby’s Restaurant Group, Inc. since May 2013. He served as
President, Brands and Commercial Services for Hilton Worldwide,
Inc., a global hospitality company, from 2008 to April 2013. From
2005 to 2008, Mr. Brown was with Expedia Inc., most recently
serving as President, Expedia North America and Expedia Inc.
Partner Services Group. From 2001 through 2005, Mr. Brown was a
Partner with McKinsey & Co., Inc. in their London and Atlanta
offices. Earlier in his career, he was Senior Vice President of
Brand Services for Intercontinental Hotels Group, Inc., a Manager
with the Boston Consulting Group, Inc., and a Senior Consultant
with Andersen Consulting. Mr. Brown is currently a director of
H&R Block, Inc., serves as a member of the Georgia Institute of
Technology’s Advisory Board, and the boards of the Metro
Atlanta Chamber and the Arby’s Foundation. Mr. Brown was
previously a director of Borders Group, Inc. from 2009 until 2011,
where he was a member of the Audit Committee. Mr. Brown holds a
B.A. in Management from the Georgia Institute of Technology and a
M.B.A. from the Kellogg Graduate School of Management, Northwestern
University.
We consider Mr. Brown well-qualified to serve as a member of the
Board due to his executive leadership, operations, financial
management, e-commerce, brand management, and enterprise risk
management experience.
Bernard W. Aronson
, age 69, has served as a director since
July 29, 2015. Mr. Aronson is currently Founding Partner of ACON
Investments, L.L.C., a middle market private equity group. He also
serves as the U.S. Special Envoy to the Columbian Peace Process,
appointed by President Obama in February 2015. His distinguished
career has included positions in the private and government
sectors, including international advisor to Goldman, Sachs &
Co. from 1993 to 1996; Assistant Secretary of State for
Inter-American Affairs from 1989 to 1993 where he was presented
with the Distinguished Service Award for his role in ending the
conflicts in Central America; and several White House positions
under the Carter Administration. Mr. Aronson previously served as a
director of Royal Caribbean Cruises LTD from 1993 until 2015, and
also serves or has served during the past five years as a director
of Kate Spade Inc., Hyatt Hotels Corporation, Chroma Oil and Gas,
LP, Sequitur Energy, ACON Franchise Holdings, Mariner Energy and
Northern Tier Energy. He serves on several Non-Profit Boards
including The Amazon Conservation Team and the National Democratic
Institute for International affairs and is a member of the Council
on Foreign Relations. He graduated with Honors from the University
of Chicago.
8
We consider Mr. Aronson well-qualified to serve as a member of the
Board due to his prior experience as a member of the Board of
Directors of Royal Caribbean Cruises LTD and his extensive business
experience.
RECOMMENDATION OF THE
BOARD:
The Board of Directors recommends a vote FOR each of the above
director nominees.
Directors Continuing in
Office
Class B Directors — Term Expiring 2017
L. Dyson Dryden
, age 40, has served as a member of the Board
of Directors since March 2013. Mr. Dryden has served as the
President and Chief Financial Officer and a member of the Board of
Directors of Capitol Acquisition Corp. III since July 2015 and was
our Chief Financial Officer from March 2013 until our merger with
Lindblad Expeditions, Inc. (“Lindblad”) on July 8,
2015. Mr. Dryden is the founder of Dryden Capital Management, LLC,
a private investment firm that invests in and builds private
companies, and has served as its President since March 2013. From
August 2005 to February 2013, Mr. Dryden worked in
Citigroup’s Investment Banking division in New York, most
recently as a Managing Director where he led the coverage effort
for a number of the firm’s Global Technology, Media and
Telecommunications clients. From 2000 to 2005, Mr. Dryden held the
titles of Associate and Vice President at Jefferies & Company,
a middle market investment banking firm. From 1998 to 2000, Mr.
Dryden worked in the investment banking group at BB&T
Corporation. Mr. Dryden holds a B.S. in Business Administration
with a dual concentration in finance and management from the
University of Richmond.
We consider Mr. Dryden well-qualified to serve as a member of the
Board due to his finance and capital markets knowledge and
experience.
John M. Fahey
, age 64, has served as a director since July
8, 2015. Mr. Fahey served as Chairman of the National Geographic
Society from January 2011 until February 2016 and was Chief
Executive Officer of the National Geographic Society from March
1998 to December 2013 and President of the organization from March
1998 to December 2010. During his tenure as President and Chief
Executive Officer, Fahey led the Society’s entry into cable
television with the National Geographic Channels; the international
growth of National Geographic magazine; and the extension of
National Geographic content into digital media. In addition to
continuing the Society’s efforts to improve geographic
literacy, Fahey guided the expansion of the Society’s Mission
Programs during the past decade, including the creation of the
National Geographic Explorers-in-Residence, Fellows and Emerging
Explorers programs. Fahey also guided the Society’s move into
the creation of regional grant-making programs around the world,
beginning in Northern Europe and Asia. Fahey joined National
Geographic in April 1996, as the first President and Chief
Executive Officer of National Geographic Ventures, the nonprofit
Society’s wholly owned, taxable subsidiary. Prior to that, he
was Chairman, President and Chief Executive Officer of Time Life
Inc., a wholly owned subsidiary of Time Warner Inc., for seven
years. He worked previously for Home Box Office, where he was
instrumental in the startup of CINEMAX. He also was a circulation
manager for Time magazine. In 2011, he received Peru’s
highest civilian award, “Orden del Sol del Peru,” for
his and National Geographic’s role in helping retrieve a
collection of ancient artifacts taken from Machu Picchu in 1912. In
February 2014, President Obama appointed Fahey to a six-year term
on the Smithsonian Board of Regents, the governing body of the
Smithsonian Institution. He also serves on the board and executive
committee of the Smithsonian National Museum of Natural History as
well as the boards of Time Inc., where he is lead director; and
Johnson Outdoors Inc. Mr. Fahey received his bachelor’s
degree in engineering from Manhattan College and his master’s
in business administration from the University of Michigan. In
2008, he received the David D. Alger Alumni Achievement Award from
the University of Michigan’s Ross School of Business.
We consider Mr. Fahey well-qualified to serve as a member of the
Board due to his relationship with the National Geographic Society
and his business leadership.
Class C Directors — Terms Expiring 2018
Sven-Olof Lindblad
, age 65, founded Lindblad and has been
its President and Chief Executive Officer since its inception. Mr.
Lindblad has served as our director since July 8, 2015. Mr.
Lindblad’s travel background and familiarity with
adventure-travel and wildlife dates back to his childhood and with
his father, Lars-Eric Lindblad. Mr. Lindblad founded Lindblad in
order to offer innovative and educational travel expeditions to the
world’s most remarkable places, capturing the true spirit of
adventure. In May 2006, Mr. Lindblad received international
9
recognition for his model of tourism in a ceremony hosted by HRH,
Grand Duke Henri of Luxembourg at the Grand-Ducal Palace. In
addition, a newly discovered endemic species of moth in the
Galápagos Islands, Undulambia lindbladi, has been named in
honor of Mr. Lindblad. Mr. Lindblad is an honorary member of the
General Assembly of the Charles Darwin Foundation for the
Galápagos Islands; serves on the Board of The Safina Center
and on the National Geographic Council of Advisors; is commissioner
of the Aspen Institute’s Commission on Arctic Climate Change,
is a founder of the non-profit organization, Ocean Elders, which
brings together global leaders to pursue the protection of the
ocean’s habitat and wildlife, and serves on the Board of
Advisors for Pristine Seas.
We consider Mr. Lindblad well-qualified to serve as a member of the
Board due to his leadership, extensive travel background and
familiarity with adventure-travel.
Mark D. Ein
, age 51, has served as our Chairman of the Board
and director since our inception. Mr. Ein also served as our Chief
Executive Officer, Treasurer and Secretary from our inception until
our merger with Lindblad on July 8, 2015. Mr. Ein is currently the Chairman, Chief Executive Officer, and a member of the Board of Directors of Capitol Acquisition Corp. III. Mr. Ein is an investor, entrepreneur and philanthropist, who has created, acquired,
invested in and built a series of growth companies across a diverse
set of industries over the course of his 24-year career. From June
2007 to October 2009, Mr. Ein was the Chief Executive Officer and
Director of Capitol I, a blank check company formed for
substantially similar purposes as Capitol. Capitol I completed its
business combination with Two Harbors Investment Corp., a Maryland
real estate investment trust, in October 2009. From October 2009 to
May 2015, Mr. Ein served as the Non-Executive Vice Chairman of Two
Harbor’s Board of Directors. Mr. Ein is the Founder of
Venturehouse Group, LLC, a holding company that creates, invests in
and builds companies, and has served as its Chief Executive Officer
since 1999. Venturehouse’s portfolio includes or has included
the seed investment in Matrics Technologies in August 2000 (sold to
Symbol Technologies in September 2004), the lead investment in the
buyout of Cibernet Corporation from the CTIA in March 2003 (sold to
MACH S.à.r.l. in April 2007), the acquisition of VSGi from
Net2000 Communications, and an early investment in XM Satellite
Radio. He has also been the President of Leland Investments Inc., a
private investment firm, since 2005. Mr. Ein is Co-Chairman of
Kastle Holding Company LLC, which through its subsidiaries conducts
the business of Kastle Systems, LLC, a provider of building and
office security systems that was acquired in January 2007. An
entity owned by Mr. Ein is also the majority owner and managing
member of Kastle Holding Company LLC. In 2008, Mr. Ein founded and
is the owner of the Washington Kastles, the WorldTeamTennis
franchise in Washington, D.C., that has won the league championship
for the last five seasons and six times in its eight years in the
league. In 2009, he was given the key to the city by Mayor Adrian Fenty of Washington, D.C. for the team’s contributions to the community. Previously in his career, Mr. Ein worked for The Carlyle Group, Brentwood Associates, and Goldman, Sachs & Co. Mr. Ein
is the Chairman of the Board of VSGi. Mr. Ein is the Chairman of
the Board of the District of Columbia Public Education Fund (DC-CPF) and
also serves on the Board of Directors of the United States Tennis
Association, The District of Columbia College Access Program
(DC-CAP), and the International Tennis Hall of Fame. He was
appointed by Mayor Vincent Gray to be a member of the D.C. Tax
Revision Commission and also serves on the Executive Committee of
the Federal City Council. Mr. Ein received a B.S. in Economics with
a concentration in Finance from the University of
Pennsylvania’s Wharton School of Finance and an M.B.A. from
the Harvard Business School.
We consider Mr. Ein well-qualified to serve as a member of the
Board due to his public company experience, business leadership and
operational experience.
10
CORPORATE
GOVERNANCE
Board
Composition
Directors hold office for a term ending on the date of the third
annual stockholders’ meeting following the annual meeting at
which such director’s class was most recently elected until
the earlier of their death, resignation, removal or until their
successors have been duly elected and qualified. There are no
family relationships among our directors. Our bylaws provide that
the number of members of our Board of Directors may be changed from
time to time by resolutions adopted by the Board of Directors
provided that there shall not be less than one director nor more
than nine directors. Our Board of Directors currently consists of
six members.
Board Leadership
Structure
Our Board of Directors does not have a policy on whether or not the
roles of Chief Executive Officer and Chairman should be separate.
Our Board reserves the right to assign the responsibilities of the
Chief Executive Officer and Chairman position as determined by our
Board to be in our best interest. In the circumstance where the
responsibilities of the Chief Executive Officer and Chairman are
vested in the same individual or in other circumstances when deemed
appropriate, the Board will designate a lead independent director
from among the independent directors to preside at the meetings of
the non-employee director executive sessions.
Currently, Mark D. Ein serves as our non-executive Chairman of the
Board. Our Board retains the authority to modify this structure to
best address our unique circumstances as and when appropriate.
Board Role in Risk
Oversight
Our full Board is responsible for the oversight of our operational
risk management process. Our Board has assigned responsibility for
addressing certain risks, and the steps management has taken to
monitor, control and report such risk, to our audit committee with
appropriate reporting to the full Board. Our Board relies on our
compensation committee to address significant risk exposures facing
us with respect to compensation. Our compensation committee will
periodically conduct a review of our compensation policies and
practices to assess whether any risks arising from such policies
and practices are reasonably likely to materially adversely affect
us.
Number of Meetings of
the Board of Directors
The Board held a total of nine meetings during 2015. Of the nine
meetings held during 2015, three Board meetings were held after our
merger with Lindblad. Directors are expected to attend Board
meetings and to spend time needed to meet as frequently as
necessary to properly discharge their responsibilities. Each
director attended at least 75% of the aggregate number of meetings
of the Board during 2015.
Director
Independence
The Board has determined that each of Bernard W. Aronson, Paul J.
Brown, L. Dyson Dryden, Mark D. Ein and John M. Fahey qualify as
“independent” directors under the applicable definition
of the listing standards of the Nasdaq Stock Market LLC
(“Nasdaq”).
Stockholder
Communications
Stockholders may send communications to our directors as a group or
individually, by writing to those individuals or the group: c/o the
Secretary, 96 Morton Street, 9
th
Floor, New York, NY 10014. The Board Secretary will review all
correspondence received and will forward all correspondence that is
relevant to the duties and responsibilities of the Board or our
business to the intended director(s). Examples of inappropriate
communication include business solicitations, advertising and
communication that is frivolous in nature, relates to routine
business matters or raises grievances that are personal to the
person submitting the communication. Upon request, any director may
review communication that is not forwarded to the directors
pursuant to this policy.
11
Committees of the Board
of Directors
Our Board of Directors currently has three standing committees: (i)
a nominating committee, (ii) an audit committee and (iii) a
compensation committee. Each of these board committees are
described below. Members of these committees will be elected
annually at the regular Board meeting held in conjunction with the
annual stockholders’ meeting. The charter of our nominating
committee, audit committee and compensation committee available on
the investor relations page of our website at
www.expeditions.com
.
Nominating Committee
The nominating committee consists of Messrs. Ein, Fahey and Brown,
with Mr. Ein serving as Chairman, each of whom was appointed to the
nominating committee effective upon the consummation of our merger
with Lindblad. The nominating committee is responsible for
overseeing the selection of persons to be nominated to serve on our
Board of Directors. During the fiscal year ended December 31, 2015,
the former members of our nominating committee, prior to the
completion of the merger with Lindblad, met one time to approve the
nominees for election at our special meeting of stockholders held
on July 1, 2015.
The nominating committee considers persons identified by its
members, management, stockholders, investment bankers and others.
Currently, the guidelines for selecting nominees, which are
specified in the nominating committee charter, generally provide
that persons to be nominated:
•
should have demonstrated notable or significant achievements in
business, education or public service;
•
should possess the requisite intelligence, education and experience
to make a significant contribution to the Board of Directors and
bring a range of skills, diverse perspectives and backgrounds to
its deliberations; and
•
should have the highest ethical standards, a strong sense of
professionalism and intense dedication to serving the interests of
the stockholders.
The nominating committee will consider a number of qualifications
relating to management and leadership experience, background and
integrity and professionalism in evaluating a person’s
candidacy for membership on the Board of Directors. The nominating
committee may require certain skills or attributes, such as
financial or accounting experience, to meet specific board needs
that arise from time to time and will also consider the overall
experience and makeup of its members to obtain a broad and diverse
mix of board members. The nominating committee does not distinguish
among nominees recommended by stockholders and other persons.
Nominations of persons for election to the Board at the annual
meeting may also be made by any stockholder entitled to vote for
the election of directors at the meeting who complies with the
notice procedures set forth in our bylaws. Such nominations by any
stockholder shall be made pursuant to timely notice in writing to
our Secretary at 96 Morton Street, 9
th
Floor, New York, NY 10014. To be timely, a stockholder’s
notice shall be received by the Secretary at our principal
executive offices not later than the close of business on the
sixtieth (60
th
)
day nor earlier than the close of business on the ninetieth
(90
th
)
day prior to the annual meeting; provided, however, that in the
event that less than seventy (70) days’ notice or prior
public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder, to be timely, must be
received no later than the close of business on the tenth
(10
th
)
day following the day on which such notice of the date of the
meeting was mailed or such public disclosure was made, whichever
first occurs. Such stockholders’ notice to the Secretary must
also include the information about the stockholder and the nominee
as well as the other information required pursuant to our
bylaws.
Audit Committee
The audit committee consists of Messrs. Dryden, Ein and Brown, with
Mr. Dryden serving as Chairman, each of whom was appointed to the
audit committee effective upon the consummation of our merger with
Lindblad. Each of the members of the audit committee is independent
under the applicable Nasdaq listing standards for audit committee
members. The purpose of the audit committee is to appoint, retain,
set compensation of, and supervise our independent accountants,
review the results and scope of the audit and other accounting
related services and review our accounting practices and systems of
internal accounting and disclosure controls. The audit
committee’s duties, which are specified in the audit
committee charter, include, but are not limited to:
•
reviewing and discussing with management and the independent
auditor the annual audited financial statements, and recommending
to the Board whether the audited financial statements should be
included in our Form 10-K;
12
•
discussing with management and the independent auditor significant
financial reporting issues and judgments made in connection with
the preparation of our financial statements;
•
discussing with management major risk assessment and risk
management policies;
•
monitoring the independence of our independent auditor;
•
verifying the rotation of the lead (or coordinating) audit partner
having primary responsibility for the audit and the audit partner
responsible for reviewing the audit as required by law;
•
reviewing and approving all related-party transactions;
•
inquiring and discussing with management our compliance with
applicable laws and regulations;
•
pre-approving all audit services and permitted non-audit services
to be performed by our independent auditor, including the fees and
terms of the services to be performed;
•
appointing or replacing the independent auditor;
•
determining the compensation and oversight of the work of the
independent auditor (including resolution of disagreements between
management and the independent auditor regarding financial
reporting) for the purpose of preparing or issuing an audit report
or related work; and
•
establishing procedures for the receipt, retention and treatment of
complaints received by us regarding accounting, internal accounting
controls or reports which raise material issues regarding our
financial statements or accounting policies.
During the fiscal year ended December 31, 2015, our audit committee
met two times prior to the completion of the merger with Lindblad
and two times following the completion of the merger.
Financial Experts on Audit Committee.
The
audit committee will at all times be composed exclusively of
“independent directors,” as defined for audit committee
members under the Nasdaq listing standards and the rules and
regulations of the Securities and Exchange Commission, who are
“financially literate,” as defined under Nasdaq’s
listing standards. Nasdaq’s listing standards define
“financially literate” as being able to read and
understand fundamental financial statements, including a
company’s balance sheet, income statement and cash flow
statement. The Board of Directors has determined that each of
Messrs. Ein, Dryden and Brown satisfy Nasdaq’s definition of
financial sophistication and also will qualify as an “audit
committee financial expert” as defined under rules and
regulations of the Securities and Exchange Commission.
Compensation Committee
The compensation committee consists of Messrs. Fahey, Dryden and
Ein, with Mr. Fahey serving as Chairman, each of whom was appointed
to the compensation committee effective upon the consummation of
our merger with Lindblad. The purpose of the compensation committee
is to review and approve compensation paid to our officers and
directors and to administer our incentive compensation plans,
including authority to make and modify awards under any such plans.
Our compensation committee did not meet during fiscal 2015 due to
the timing of our merger with Lindblad.
Director
Compensation
Our non-employee director compensation currently includes annual
cash fees of $50,000 and an annual grant of $75,000 in shares of
restricted stock that vests over three years. Our 2015 annual
restricted stock grant was made on January 4, 2016 with the award
resulting in 6,660 restricted shares that vest in three equal
annual installments on each of August 8, 2016, 2017 and 2018. We
have also established a deferred compensation program for our
non-employee directors to elect to defer receipt of their director
compensation. None of our directors received any compensation for
services rendered to us prior to our completion of the merger with
Lindblad.
13
DIRECTOR COMPENSATION
FOR 2015
|
|
Fees
Earned or Paid in Cash
|
|
|
|
|
|
|
|
|
Mark D. Ein
|
|
$
|
24,050
|
(1)
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
24,050
|
Bernard W. Aronson
|
|
$
|
21,200
|
(2)
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
21,200
|
Paul J. Brown
|
|
$
|
24,050
|
(1)
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
24,050
|
L. Dyson Dryden
|
|
$
|
24,050
|
(1)
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
24,050
|
John M. Fahey
|
|
$
|
24,050
|
(1)
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
24,050
|
Lawrence Calcano
(3)
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
Richard C. Donaldson
(3)
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
Piyush Sodha
(3)
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
14
EXECUTIVE
OFFICERS
Certain information regarding our executive officers is provided
below:
|
|
|
|
|
Sven-Olof Lindblad
|
|
65
|
|
Chief Executive Officer, President and
Director
|
Ian T. Rogers
|
|
51
|
|
Chief Operating Officer, Vice President and
Treasurer
|
John T. McClain
|
|
55
|
|
Chief Financial Officer
|
Dean (Trey) Byus III
|
|
47
|
|
Chief Expedition Officer
|
Richard P. Fontaine
|
|
51
|
|
Chief Marketing Officer
|
J. Tyler Skarda
|
|
51
|
|
Senior Vice President, Marine
Operations
|
For information with respect to Sven-Olof Lindblad, please see the
information about the members of our Board of Directors on the
preceding pages. There are no family relationships among our
directors or executive officers.
Ian T. Rogers
joined Lindblad in the spring of 2009 as its
Chief Financial Officer and Treasurer and in 2014 his role expanded
to also include the positions of Vice President and Chief Operating
Officer. In connection with the appointment of John T. McClain as
our Chief Financial Officer in November 2015, Mr. Rogers ceased
serving as our Chief Financial Officer at such time. During 2008,
Mr. Rogers served as an independent financial consultant to
Lindblad. Mr. Rogers served as Chief Financial Officer for E Suites
Hotels, LLC from 2007 to 2008 and was Chief Financial Officer of
Tauck World Discovery from 2006 to 2007. From 1992 to 2006 Mr.
Rogers was Senior Director of Finance, Vice President of Finance
and Divisional CFO of Carlson Hotels Worldwide (Carlson Companies).
Mr. Rogers has broad experience in hotel, travel, leisure and
cruise businesses in the U.S., Eastern Europe, the Caribbean and
the Middle East. Mr. Rogers holds an M.B.A. from the University of
Minnesota and a B.S. in Hospitality Management from the University
of Bournemouth, UK.
John T. McClain
joined us as Chief Financial Officer in
November 2015. Mr. McClain previously served as the Chief Financial
Officer of The Jones Group Inc., a leading global designer,
marketer and wholesaler of over 25 brands, from July 2007 until the
sale of the company to Sycamore Partners in April 2014. From April
2014 to August 2014, he continued to provide Senior Advisor
services related to financial operations to The Jones Group Inc.
Mr. McClain has served on the board of Nine West Holdings from
April 2014 through October 2015, the board and audit committee of
Lands’ End since May 2014 and as a trustee and a member of
the audit and compensation committees of Seritage Growth Properties
since June 2015. Mr. McClain has also held a number of roles at
Avis Budget Group, Inc., formerly Cendant Corporation. He joined
Cendant Corporation in September 1999, serving as the Senior Vice
President, Finance & Corporate Controller until 2006. From July
2006 to 2007, Mr. McClain served as the Chief Accounting Officer of
Avis and Chief Operating Officer of Cendant Finance Holdings. Mr.
McClain previously held leadership roles at Sirius Satellite Radio
Inc. and ITT Corporation. Mr. McClain holds a B.S. in Accounting
from Lehigh University.
Dean (Trey) Byus III
joined Lindblad in 1993 as an
Expedition Leader and since 2009 has served as Lindblad’s
Chief Expedition Officer overseeing programming for
Lindblad’s vessels. Prior to 2009, Mr. Byus served as
Lindblad’s Vice President of Operations and Program
Development, Director of Field Staff & Expedition Technology,
Director of Field Staff and Expedition Leader. Mr. Byus has worked
in regions around the world and has extensive experience in
managing Lindblad’s naturalists, historians, Expedition
Leaders, vessel itineraries and business development, including
working with National Geographic. Mr. Byus holds a B.A. from the
University of Washington.
Richard P. Fontaine
joined Lindblad as Chief Marketing
Officer in July 2013, and oversees all marketing and sales
initiatives, including public relations, communications and
corporate brand positioning efforts. Mr. Fontaine brings more than
25 years of experience in consumer-direct marketing for
highly-regarded lifestyle media and merchandising brands. From
February 1997 until July 2013, Mr. Fontaine served as SVP, Consumer
Marketing for Martha Stewart Living Omnimedia, Inc. Previously, Mr.
Fontaine served in product management/marketing roles at Time
Inc./Sports Illustrated, and MBI, Inc./The Danbury Mint. Mr.
Fontaine holds a B.A. in Economics from Cornell University.
15
J. Tyler Skarda
joined us as Senior Vice President, Marine
Operations in January 2016 and oversees our marine operations and
marine fixed assets. Mr. Skarda brings over two decades of maritime
industry experience, focused on strategy, capital equipment
procurement cost reduction, and shipbuilding/ship operations
process improvement for global maritime companies and their
suppliers. Prior to joining us, Mr. Skarda served as a consultant
with the leading global management consulting firm, A.T. Kearney.
Mr. Skarda started his career in the United States Navy and later
worked in the Office of the Secretary of Defense as a senior
maritime industry analyst prior to leaving the service. Mr. Skarda
holds a B.S. in electrical engineering from California State
University, Sacramento and an M.B.A. from the Fuqua School of
Business at Duke University.
16
EXECUTIVE
COMPENSATION
Compensation Discussion
and Analysis
This compensation discussion and analysis describes the material
elements of compensation awarded to, earned by, or paid to each of
our named executive officers, whom we refer to as our
“NEOs,” during 2015 and describes our policies and
decisions made with respect to the information contained in the
following tables, related footnotes and narrative for 2015. The
NEOs are identified below in the table titled “Summary
Compensation Table for 2015.” In this compensation discussion
and analysis, we also describe various actions regarding NEO
compensation taken before or after 2015 when we believe it enhances
the understanding of our executive compensation program.
Prior to the completion of the merger with Lindblad in July 2015,
none of our executive officers received any compensation for
services rendered to us. Accordingly, this discussion and analysis
relates to the compensation of the individuals who became our
executive officers upon the completion of the merger with Lindblad.
Due to the timing of the merger in late 2015, our compensation
committee did not establish a formal executive compensation program
for 2015. As such, this section also discusses the material
features of the executive compensation program we expect to
establish in 2016.
Overview of Our
Executive Compensation Philosophy and Design
We believe that a skilled, experienced and dedicated management
team is essential to our future performance and to building
stockholder value. We seek to establish competitive compensation
programs that enable us to attract and retain executive officers
with these qualities. The other objectives of our compensation
programs for our executive officers are the following:
•
to motivate our executive officers to achieve and create
stockholder value;
•
to attract and retain executive officers who we believe have the
experience, temperament, talents, and convictions to contribute
significantly to our future success; and
•
to align the economic interests of our executive officers with the
interests of our stockholders.
In light of these objectives, we will seek to reward our NEOs for
creating value for our stockholders and for loyalty and dedication
to us.
Setting Executive
Compensation
Our compensation committee has primary responsibility for, among
other things, determining our compensation philosophy, evaluating
the performance of our executive officers, setting the compensation
and other benefits of our executive officers, overseeing our
response to the outcome of the advisory votes of stockholders on
executive compensation, assessing the relative enterprise risk of
our compensation program and administering our incentive
compensation plans.
Our Board of Directors, our compensation committee and our Chief
Executive Officer will each play a role in setting the compensation
of our NEOs. Our Board of Directors appoints the members of our
compensation committee and delegates to the compensation committee
the direct responsibility for overseeing the design and
administration of our executive compensation program.
In setting compensation, our compensation committee will consider
the deductibility of compensation under the Internal Revenue Code.
Section 162(m) of the Internal Revenue Code generally prohibits
publicly traded companies from taking a tax deduction for
compensation in excess of $1.0 million that is paid to the chief
executive officer and other executive officers, excluding the chief
financial officer. However, compensation that is considered
“performance-based” compensation under Section 162(m)
is not subject to the $1.0 million limit on deductibility. The
compensation committee will consider the deductibility of
performance-based compensation under Section 162(m) in setting
compensation for executive officers, but it may approve
compensation that will not meet the requirements of Section 162(m)
in order to ensure competitive compensation levels and structures
for executive
17
officers or for other reasons. In addition, notwithstanding
intentions, because of ambiguities and uncertainties as to the
application and interpretation of Section 162(m) and the
regulations issued thereunder, no assurance can be given that
compensation intended to satisfy the requirements for deductibility
under Section 162(m) will so qualify.
For fiscal 2016, the Compensation Committee has retained the firm
of Frederic W. Cook & Co. to provide assistance with the
structuring and development of a comprehensive executive
compensation program based on performance, utilizing the elements
discussed below.
We engaged the firm of Frederic W. Cook & Co. in 2015 to
provide assistance with the development of executive incentive
plans. We consider all factors relevant to a compensation
consultant’s independence from management, including but not
limited to the following factors:
•
The provision of other services that the consultant provides to
us;
•
The amount of fees received from us as a percentage of the
consultant’s total revenue;
•
The consultant’s policies and procedures designed to prevent
conflicts of interest;
•
Business or personal relationships of the consultant with our
compensation committee members;
•
The amount of our stock owned by the consultant; and
•
Business or personal relationships of the consultant with our
executive officers.
Elements of Executive
Compensation
Our executive compensation program for our NEOs consists of the
following elements:
•
Base salary;
•
Annual bonuses;
•
Equity awards; and
•
Retirement and other benefits.
Base Salary
We pay our NEOs a base salary to compensate them for services
rendered and to provide them with a steady source of income for
living expenses throughout the year. Generally, our compensation
committee will set executive base salaries at levels comparable
with those of executives in similar positions and with similar
responsibilities at comparable companies. Base salaries will
generally be reviewed annually by our compensation committee,
subject to terms of employment agreements, and will adjust base
salary amounts to realign such salaries with industry norms after
taking into account individual responsibilities, performance and
experience.
Annual Bonuses
We utilize cash incentive bonuses for executives to focus them on
achieving key operational and financial objectives within a yearly
time horizon. Near the beginning of each year, the Board, upon the
recommendation of the compensation committee and subject to any
applicable employment agreements, will determine performance
parameters for appropriate executives. At the end of each year, the
Board and compensation committee will determine the level of
achievement for each corporate goal.
Due to the timing of our merger with Lindblad, our compensation
committee did not establish performance parameters for our NEOs for
fiscal 2015. The fiscal 2015 bonus plan was established by Lindblad
prior to our merger and did not follow a formulaic bonus plan tied
to any specific financial and non-financial objectives. The
determination of the bonus payment amounts was made after
considering the individual executive officer’s
18
individual performance, as well as an assessment of past and future
performance, including, but not limited to, subjective assessments
of the our operational performance during the year and position for
the achievement of acceptable financial performance in the
subsequent year. The fiscal 2015 discretionary cash bonuses
approved by our compensation committee for our NEOs were as
follows:
|
|
Fiscal 2015
Discretionary
Cash Bonus
|
Sven-Olof Lindblad
|
|
$
|
506,187
|
Ian T. Rogers
|
|
$
|
674,919
|
John T. McClain
|
|
$
|
59,488
|
Dean (Trey) Byus III
|
|
$
|
341,762
|
Richard P. Fontaine
|
|
$
|
148,720
|
In addition, in fiscal 2015, Messrs. Rogers and Byus each received
a one-time transaction bonus payable upon consummation of the
merger with Lindblad and Sven-Olof Lindblad received a one-time
success fee that was paid by DVB Bank America, N.V.
(“DVB”). These arrangements were approved prior to our
merger with Lindblad.
Due to the timing of the appointment of Mr. McClain as our Chief
Financial Officer in November 2015, he received a prorated
discretionary cash bonus in fiscal 2015. In connection with the
appointment of Mr. Skarda as our Senior Vice President, Marine
Operations in January 2016, we paid him a one-time signing bonus of
$140,000 primarily for relocation expenses, provided, however, that
if Mr. Skarda’s employment is terminated for
“cause” or due to a resignation during the first year
of employment he must repay the full amount of the signing bonus to
us and if such termination occurs during the second year of
employment he must repay 50% of the signing bonus to us.
Equity Awards
We utilize stock options and other stock-based awards to reward
long-term performance. We believe that providing a meaningful
portion of its executives’ total compensation package in
stock options and other stock-based awards will align the
incentives of our executives with the interests of our stockholders
and with our long-term success. Our compensation committee and
Board will develop equity award determinations based on their
judgments as to whether the complete compensation packages provided
to our executives are sufficient to retain, motivate and adequately
award the executives. Equity awards are granted through our 2015
Long-Term Incentive Plan, which was adopted by our Board and
approved by our stockholders.
In connection with the Lindblad merger, options to purchase shares
of Lindblad’s Class A common stock held by Messrs. Rogers and
Byus were converted into options to purchase our common stock. The
options were originally scheduled to vest in three equal annual
installments following the date of grant and were adjusted in
connection with the merger, with respect to vesting and
exercisability, such that the converted options will vest and
become exercisable as follows (subject to the executive’s
continued employment through the applicable vesting date):
•
33.3% of the options vested on the one-month anniversary of the
closing date of the merger and have been exercised by each of the
executive officers.
•
16.7% of the options vested on January 1, 2016 and have been
exercised by each of the executive officers.
•
25% of the options will vest on December 31, 2016 and will expire
on December 31, 2017 if not exercised on or before that date.
•
25% of the options will vest on December 31, 2017 and will expire
on December 31, 2018 if not exercised on or before that date.
In connection with the appointment of Messrs. McClain and Skarda,
our compensation committee approved (i) a grant of stock options to
Mr. McClain to purchase 300,000 shares of the our common stock
vesting annually pro rata over a four-year period and (ii) a grant
of stock options to Mr. Skarda to purchase 20,000 shares of our
common stock vesting annually pro rata over a three-year
period.
19
Retirement and Other
Benefits
We are strongly committed to encouraging all employees to save for
retirement. To provide employees with the opportunity to save for
retirement on a tax-deferred basis, we sponsor a 401(k) plan
pursuant to which we matched any employee contributions, including
our NEOs, up to $1,800 in 2015. We also provide certain other
customary benefits to our employees, including our NEOs, which are
intended to be part of a competitive compensation program. These
benefits, which are offered to all full-time employees, include
medical, dental, life and disability insurance as well as paid
leave during the year. During 2015, we also paid for an apartment
for Mr. Rogers in New York City close to our executive officers to
facilitate Mr. Roger’s commute to our office.
Appointment of New
Executive Officers
The compensation packages below were determined by comparing
competitive levels for similar positions in our industry and by
considering the executive’s prior compensation
arrangements.
Effective November 10, 2015, we appointed John T. McClain as our
new Chief Financial Officer. In connection with Mr. McClain’s
appointment, we entered into an employment agreement with Mr.
McClain, as described below, pursuant to which he was provided with
the following compensation arrangements: (i) an initial annual base
salary of $425,000; (ii) an annual bonus opportunity through an
incentive bonus program established by our compensation committee,
with bonuses to be targeted at 75% of base salary; (iii) an annual
equity incentive award to be targeted at 100% of base salary,
subject to the discretion of our compensation committee and (iv) a
grant of stock options to purchase 300,000 shares of our common
stock vesting annually pro rata over a four-year period.
Effective January 4, 2016, we appointed J. Tyler Skarda as our new
Senior Vice President, Marine Operations. In connection with Mr.
Skarda’s appointment, we entered into an employment agreement
with Mr. Skarda, as described below, pursuant to which he was
provided with the following compensation arrangements: (i) an
initial annual base salary of $250,000; (ii) a one-time signing
bonus of $140,000 primarily for relocation expenses, provided,
however, that if Mr. Skarda’s employment with us is
terminated for “cause” or due to a resignation during
the first year of employment he must repay the full amount of the
signing bonus to us and if such termination occurs during the
second year of employment he must repay 50% of the signing bonus to
us; (iii) an annual bonus opportunity through an incentive bonus
program established by our compensation committee with bonuses to
be targeted at 50% of base salary and a guaranteed minimum bonus of
$62,500 for calendar year 2016; and (iv) a grant of stock options
to purchase 20,000 shares of our common stock vesting annually pro
rata over a three-year period.
20
Summary Compensation
Table for 2015
The following table summarizes the compensation paid by in each of
the last three completed fiscal years to our NEOs:
Name
and Principal Position
|
|
|
|
|
|
|
|
|
|
All
Other Compensation
(4)
|
|
|
Sven-Olof Lindblad
|
|
2015
|
|
$
|
668,429
|
|
$
|
5,506,187
|
(5)
|
|
$
|
—
|
|
$
|
20,305
|
|
$
|
6,194,921
|
President and Chief
|
|
2014
|
|
$
|
648,960
|
|
$
|
2,050,000
|
|
|
$
|
—
|
|
$
|
24,589
|
|
$
|
2,723,549
|
Executive Officer
|
|
2013
|
|
$
|
624,000
|
|
$
|
500,000
|
|
|
$
|
—
|
|
$
|
21,517
|
|
$
|
1,145,517
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ian T. Rogers
|
|
2015
|
|
$
|
445,620
|
|
$
|
3,179,734
|
(6)
|
|
$
|
—
|
|
$
|
68,892
|
|
$
|
3,694,246
|
Chief Operating Officer,
|
|
2014
|
|
$
|
432,640
|
|
$
|
1,210,000
|
|
|
$
|
10,923,501
|
|
$
|
24,589
|
|
$
|
12,590,730
|
Vice President and
|
|
2013
|
|
$
|
416,000
|
|
$
|
400,000
|
|
|
$
|
—
|
|
$
|
21,517
|
|
$
|
837,517
|
Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John T. McClain
(1)
|
|
2015
|
|
$
|
59,664
|
|
$
|
59,488
|
(7)
|
|
$
|
1,662,000
|
|
$
|
—
|
|
$
|
1,781,152
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dean (Trey) Byus III
|
|
2015
|
|
$
|
225,650
|
|
$
|
2,208,688
|
(8)
|
|
$
|
—
|
|
$
|
26,642
|
|
$
|
2,460,980
|
Chief Expedition Officer
|
|
2014
|
|
$
|
219,078
|
|
$
|
470,000
|
|
|
$
|
3,641,167
|
|
$
|
24,589
|
|
$
|
4,354,834
|
|
|
2013
|
|
$
|
210,652
|
|
$
|
205,000
|
|
|
$
|
—
|
|
$
|
21,517
|
|
$
|
437,169
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard P. Fontaine
|
|
2015
|
|
$
|
294,580
|
|
$
|
148,720
|
(9)
|
|
$
|
—
|
|
$
|
26,192
|
|
$
|
469,492
|
Chief Marketing Officer
|
|
2014
|
|
$
|
286,000
|
|
$
|
57,000
|
|
|
$
|
—
|
|
$
|
24,139
|
|
$
|
367,139
|
|
|
2013
|
|
$
|
117,757
|
|
$
|
12,500
|
|
|
$
|
—
|
|
$
|
6,689
|
|
$
|
136,946
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark D. Ein
(2)
|
|
2015
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
Former Chief
|
|
2014
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
Executive Officer
|
|
2013
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
L. Dyson Dryden
(2)
|
|
2015
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
Former Chief
|
|
2014
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
Financial Officer
|
|
2013
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
|
|
Health Insurance Premiums
|
|
Life,
Accidental Death & Dismemberment and Long Term Disability
Premiums
|
|
|
Sven-Olof Lindblad
|
|
$
|
1,800
|
|
$
|
16,970
|
|
$
|
1,535
|
|
$
|
—
|
Ian T. Rogers
|
|
$
|
1,800
|
|
$
|
22,782
|
|
$
|
2,060
|
|
$
|
42,250
|
Dean (Trey) Byus III
|
|
$
|
1,800
|
|
$
|
22,782
|
|
$
|
2,060
|
|
$
|
—
|
Richard P. Fontaine
|
|
$
|
1,800
|
|
$
|
22,782
|
|
$
|
1,610
|
|
$
|
—
|
21
GRANTS OF PLAN BASED
AWARDS DURING 2015
The following table sets forth information about grants of plan
based awards to our NEOs during the year ended December 31,
2015.
|
|
|
|
|
|
All
Other Option Awards: Number of Securities Underlying Options
(#)
|
|
Exercise or Base Price of Option Awards
($/sh)
|
|
Grant
Date Fair Value of Option Awards
(1)
|
John T. McClain
|
|
11/10/15
|
|
10/23/15
|
|
300,000
|
|
$
|
10.58
|
|
$
|
1,662,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OUTSTANDING EQUITY
AWARDS AT 2015 FISCAL YEAR-END
The following table sets forth information about outstanding equity
awards held on December 31, 2015 by our NEOs.
|
|
|
|
|
|
|
Number of Securities Underlying Unexercised Options
Exercisable
(#)
|
|
Number of Securities Underlying Unexercised Options
Unexercisable
(#)
|
|
|
|
|
Ian T. Rogers
|
|
—
|
|
1,911,803
|
|
$
|
1.76
|
|
12/31/2018
(1)
|
|
Dean (Trey) Byus III
|
|
—
|
|
637,268
|
|
$
|
1.76
|
|
12/31/2018
(1)
|
|
John T. McClain
|
|
—
|
|
300,000
|
|
$
|
10.58
|
|
11/9/2025
(2)
|
|
•
33
.3% of the options vested on the
one-month anniversary of the closing date of the merger and have
been exercised by each of the executive officers.
•
16.7% of the options vested on
January 1, 2016 and have been exercised by each of the executive
officers.
•
25% of the options will vest on
December 31, 2016. These options will expire on December 31, 2017
if not exercised on or before that date.
•
25% of the options will vest on
December 31, 2017. These options will expire on December 31, 2018
if not exe
rcised on or before that date.
22
OPTION EXERCISES AND
STOCK VESTED IN 2015
Our NEOs have not received any stock awards. The following table
sets forth information about option exercises for our NEOs in
2015.
|
|
|
|
|
|
|
Number of Shares Acquired on Exercise(#)
|
|
Value
Realized on Vesting
(1)
($)
|
Sven-Olof Lindblad
|
|
809,984
|
(2)
|
|
$
|
2,559,549
|
Ian T. Rogers
|
|
954,469
|
|
|
$
|
7,196,696
|
Dean (Trey) Byus III
|
|
318,156
|
|
|
$
|
2,398,896
|
Agreements with
Executive Officers
We have entered into agreements with certain of our NEOs as
follows:
Sven-Olof Lindblad.
In connection with our merger with
Lindblad, we entered into a non-competition agreement with Mr.
Lindblad. Under this non-competition agreement, Mr. Lindblad is
restricted, on a worldwide basis, from providing services to a
competitor of ours until the later to occur of (i) five years
following the closing of the merger with Lindblad, or (ii) two
years following Mr. Lindblad’s termination of employment with
us. Mr. Lindblad’s non-competition agreement also contains a
prohibition against soliciting our personnel and customers for two
years following his termination of employment as well as customary
confidentiality covenants and provisions addressing assignment of
intellectual property rights.
Ian T. Rogers and Dean (Trey) Byus III
.
In
connection with our merger with Lindblad, we entered into new
employment agreements with Messrs. Rogers and Byus that each have a
term that began on the closing date of the merger (July 8, 2015)
and ending on the third anniversary thereof (July 8, 2018). The
agreements extend automatically for successive 12-month periods
unless either party delivers notice of non-renewal to the other no
later than 60 days before the end of the then-current term. Mr.
Rogers’ initial annual base salary was $450,000 and Mr.
Byus’ initial annual base salary was $219,078, each subject
to periodic review and adjustment. Each executive will have an
annual target bonus opportunity that is not less than 150% of his
base salary, to be earned based on performance as determined by our
Board of Directors.
If we were to terminate the executive’s employment without
“cause” (which includes our non-extension of the term)
or if the executive were to resign for good “reason”
(each a “Qualifying Termination”), the executive will
be entitled to, subject to his signing and not revoking a general
release of claims, (i) severance payments equal to one times the
sum of annual base salary plus average annual bonus over the
preceding three-year period, payable over a 12-month period in
accordance with our customary payroll practices; (ii) a pro-rated
bonus for the year of termination (based on actual performance for
the fiscal year) and (iii) COBRA continuation coverage for 12
months after the termination date. In addition, any options that
would have vested within the next 12 months following the
termination date if the executive had remained employed will
accelerate and vest upon termination.
If a Qualifying Termination occurs within one year after a change
in control, or while we are party to a definitive agreement the
consummation of which would result in a change in control, the
employment agreements provide that the executive will be entitled
to, subject to his signing and not revoking a general release of
claims and in lieu of the amounts above, (i) severance payments
equal to two times the sum of annual base salary plus target annual
bonus amount, payable over a 24-month period in accordance with our
customary payroll practices; (ii) a pro-rated bonus for the year of
termination (based on our actual performance for the fiscal year)
and (iii) COBRA continuation coverage for 24 months after the
termination date. In addition, any options that would have vested
within the next 12 months following the termination date if the
executive had remained employed will accelerate and vest upon
termination.
The employment agreements contain mutual non-disparagement and
customary confidentiality and assignment of inventions provisions.
In addition, for 24 months following termination, the employment
agreements prohibit
23
the executive from competing with our business worldwide (except
for providing services to a conglomerate that competes with us if
the executive is not directly involved with the competitive
division or line) and from soliciting our employees, independent
contractors, customers, suppliers and similar counterparties.
“Cause” is defined in the employment agreements to
mean, subject to us providing timely notice and the
executive’s right to cure, the executive’s (i) willful
misconduct and mismanagement that is materially injurious to us;
(ii) refusal in any material respect to carry out or comply with
any lawful and reasonable directive of our Board of Directors
consistent with the terms of the employment agreement; (iii)
conviction, plea of no contest, or plea of nolo contendere for any
felony; (iv) unlawful use (including being under the influence) or
possession of illegal drugs on our (or any of our
subsidiaries’) premises while performing executive’s
duties and responsibilities under the employment agreement; (v)
commission of an act of fraud, embezzlement, willful
misappropriation, willful misconduct, or breach of fiduciary duty,
in any case that results in material harm to us or any of our
affiliates; (vi) material violation of any provision of the
employment agreement or material written policy; or (vii) willful
or prolonged, and unexcused, absence from work (other than by
reason of disability due to physical or mental illness. Action or
inaction is only “willful” if done or omitted by the
executive without the good faith belief that such action or
inaction is in our best interests.
“Good reason” is defined in the employment agreements
to mean (i) a material diminution in executive’s base
compensation, the budget that the executive oversees, or the
executive’s authority, duties or responsibilities (including
reporting relationships); (ii) a material change in geographic
location where the executive must perform services; or (iii) any
other action or inaction that constitutes a material breach of the
executive’s employment agreement.
John T. McClain
.
In
connection with Mr. McClain’s appointment following the
merger with Lindblad, we entered into an employment agreement with
Mr. McClain for an initial term of four years pursuant to which he
was provided with the following compensation arrangements: (i) an
initial annual base salary of $425,000; (ii) an annual bonus
opportunity through an incentive bonus program established by our
compensation committee, with bonuses to be targeted at 75% of base
salary; (iii) an annual equity incentive award to be targeted at
100% of base salary, subject to the discretion of our compensation
committee and (iv) a grant of stock options to purchase 300,000
shares of the our common stock vesting annually pro rata over a
four-year period.
If Mr. McClain’s employment is terminated without
“cause” or for “good reason” prior to the
end of the employment period he will be entitled to (i) cash,
payable in equal installments over a 12-month period, equal to (A)
his base salary (at the highest level in effect during the term)
and (B) the average annual bonus over the prior three years (which
shall be an amount equal to 75% of his base salary if such
termination occurs prior to the receipt of an annual bonus or prior
to the receipt of an annual bonus for a full year of employment);
(ii) reimbursement of COBRA premiums for a period of 12 months and
(iii) all unvested equity awards granted to him that would have
vested in the 12 months following the termination of employment
shall automatically vest (provided that performance awards shall
vest subject to the attainment of the performance metrics). If Mr.
McClain’s employment is terminated without
“cause” or for “good reason” prior to the
end of the employment period within the one-year period following a
“change in control” he will be entitled to (i) cash,
payable in equal installments over a two-year period, equal to two
times the sum of (A) his base salary (at the highest level in
effect during the term) and (B) the average annual bonus over the
prior three years (which shall be an amount equal to 75% of his
base salary if such termination occurs prior to the receipt of an
annual bonus or prior to the receipt of an annual bonus for a full
year of employment); (ii) reimbursement of COBRA premiums for a
period of two years and (iii) all unvested equity awards granted to
him shall automatically vest (provided that performance awards
shall vest subject to the attainment of the performance metrics, to
the extent such performance metrics (which shall be reviewed and
may be adjusted by the our Board of Directors) continue to apply).
To receive these benefits, Mr. McClain must execute a general
release of claims. Mr. McClain will also be prohibited from
competing with us or soliciting our employees, customers or
suppliers for a period of two years following his termination of
employment. The definition of “cause” and “good
reason” are the same as set forth above for Messrs. Rogers
and Byus.
J. Tyler Skarda
.
In
connection with Mr. Skarda’s appointment, we entered into an
employment agreement with Mr. Skarda for an initial term of three
years that automatically renews for additional 12-month periods
unless either party provides notice of non-renewal. The employment
agreement provides: (i) an initial annual base salary of $250,000;
(ii) a one-time signing bonus of $140,000 primarily for relocation
expenses, provided, however, that if Mr. Skarda’s employment
with us is terminated for “cause” or due to a
resignation during the first year of
24
employment he must repay the full amount of the signing bonus to us
and if such termination occurs during the second year of employment
he must repay 50% of the signing bonus to us; (iii) an annual bonus
opportunity through an incentive bonus program established by our
compensation committee with bonuses to be targeted at 50% of base
salary and a guaranteed minimum bonus of $62,500 for calendar year
2016; and (iv) a grant of stock options to purchase 20,000 shares
of our common stock vesting annually pro rata over a three-year
period. If Mr. Skarda’s employment is terminated without
“cause” he will be entitled to an amount equal to his
annual base salary payable in equal installments over a 12-month
period. To receive these benefits, Mr. Skarda must execute a
general release of claims. Mr. Skarda will also be prohibited from
competing with us or soliciting our employees, customers or
suppliers for a period of two years following his termination of
employment. The definition of “cause” is the same as
set forth above for Messrs. Rogers and Byus.
ESTIMATED ADDITIONAL
COMPENSATION TRIGGERED BY TERMINATION OF
EMPLOYMENT IF TERMINATED ON THE LAST BUSINESS DAY OF
2015
The following table illustrates the additional compensation that we
estimate would be payable to each of our NEOs on termination of
employment under each of the circumstances described above,
assuming the termination occurred on December 31, 2015. The amounts
shown are estimates and do not necessarily reflect the actual
amounts that these individuals would receive on termination of
employment.
Termination Without Cause or for Good Reason Without a Change in
Control:
|
|
|
|
|
|
Perquisites/ Benefits
(4)
|
|
|
Sven-Olof Lindblad
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
Ian T. Rogers
|
|
$
|
961,640
|
(1)
|
|
$
|
11,175,447
|
|
$
|
12,434
|
|
$
|
12,149,521
|
John T. McClain
|
|
$
|
743,750
|
(2)
|
|
$
|
—
|
|
$
|
12,434
|
|
$
|
756,184
|
Dean (Trey) Byus III
|
|
$
|
474,665
|
(1)
|
|
$
|
3,725,152
|
|
$
|
12,434
|
|
$
|
4,212,251
|
Richard P. Fontaine
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
Termination Without Cause or for Good Reason in connection with a
Change in Control:
|
|
|
|
|
|
Perquisites/ Benefits
(8)
|
|
|
Sven-Olof Lindblad
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
Ian T. Rogers
|
|
$
|
1,575,000
|
(5)
|
|
$
|
17,875,358
|
|
$
|
24,868
|
|
$
|
19,475,226
|
John T. McClain
|
|
$
|
1,487,500
|
(6)
|
|
$
|
—
|
|
$
|
24,868
|
|
$
|
1,512,368
|
Dean (Trey) Byus III
|
|
$
|
766,773
|
(5)
|
|
$
|
5,958,456
|
|
$
|
24,868
|
|
$
|
6,750,097
|
Richard P. Fontaine
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
Compensation Policies
and Practices and Risk Management
The compensation committee considers, in establishing and reviewing
our compensation philosophy and programs, whether such programs
encourage unnecessary or excessive risk taking. Base salaries are
fixed in amount and consequently the compensation committee does
not see them as encouraging risk taking. We also provide
25
NEOs with equity awards to help further align their interests with
our interests and those of our stockholders. The compensation
committee believes that these awards do not encourage unnecessary
or excessive risk taking since the awards are generally provided at
the beginning of an employee’s tenure or at various intervals
to award achievements or provide additional incentive to build
long-term value and are subject to vesting schedules to help ensure
that executives have significant value tied to our long-term
corporate success and performance.
The compensation committee believes that our compensation
philosophy and programs will encourage employees to strive to
achieve both short- and long-term goals that are important to our
success and building stockholder’s value, without promoting
unnecessary or excessive risk taking. The compensation committee
has concluded that our compensation philosophy and practices are
not reasonably likely to have a material adverse effect on us.
Compensation Committee
Interlocks and Insider Participation
During the last fiscal year, no member of our compensation
committee was our current or former employee, except for Mark D.
Ein, who previously served as our Chief Executive Officer,
Treasurer and Secretary prior to our merger with Lindblad, and L.
Dyson Dryden, who previously served as our Chief Financial Officer
prior to our merger with Lindblad, neither of whom received
compensation for their service as our executive officer. Each of
Messrs. Ein and Dryden entered into related party transactions with
us prior to our merger with Lindblad as described below under
“Certain Relationships and Related Party
Transactions.”
No interlocking relationships exist between our Board of Directors
or our compensation committee and the board of directors or the
compensation committee of any other entity. None of our executive
officers serves, or in the past year has served, as a member of the
board of directors or compensation committee of any entity that has
one or more executive officers serving on our Board of Directors or
our compensation committee.
Compensation Committee
Report
Our compensation committee has reviewed and discussed the
“Compensation Discussion and Analysis” contained in
this proxy statement with management. Based on our compensation
committee’s review and discussions with management, our
compensation committee recommended to our Board of Directors that
the Compensation Discussion and Analysis be included in this proxy
statement.
John M. Fahey (Chair)
L. Dyson Dryden
Mark D. Ein
26
CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS
Related Person
Policy
Our Code of Ethics requires us to avoid, wherever possible, all
related party transactions that could result in actual or potential
conflicts of interests, except under guidelines approved by the
Board of Directors (or the audit committee). Related-party
transactions are defined as transactions in which (1) the aggregate
amount involved will or may be expected to exceed $120,000 in any
calendar year, (2) we or any of our subsidiaries is a participant,
and (3) any (a) executive officer, director or nominee for election
as a director, (b) greater than 5% beneficial owner of our shares
of common stock, or (c) immediate family member, of the persons
referred to in clauses (a) and (b), has or will have a direct or
indirect material interest (other than solely as a result of being
a director or a less than 10% beneficial owner of another entity).
A conflict of interest situation can arise when a person takes
actions or has interests that may make it difficult to perform his
or her work objectively and effectively. Conflicts of interest may
also arise if a person, or a member of his or her family, receives
improper personal benefits as a result of his or her position.
Our audit committee, pursuant to its written charter, is
responsible for reviewing and approving related-party transactions
to the extent we enter into such transactions. The audit committee
will consider all relevant factors when determining whether to
approve a related party transaction, including whether the related
party transaction is on terms no less favorable than terms
generally available to an unaffiliated third-party under the same
or similar circumstances and the extent of the related
party’s interest in the transaction. No director may
participate in the approval of any transaction in which he is a
related party, but that director is required to provide the audit
committee with all material information concerning the transaction.
Additionally, we require each of our directors and executive
officers to complete an annual directors’ and officers’
questionnaire that elicits information about related party
transactions.
These procedures are intended to determine whether any such related
party transaction impairs the independence of a director or
presents a conflict of interest on the part of a director, employee
or officer.
Related Person
Transactions
Other than as described below, since January 1, 2015, the Company
has not entered into, and there are no currently proposed, related
party transactions.
Capitol Acquisition Corp. II Prior to the Merger with
Lindblad
In February 2011, Capitol Acquisition Corp. II
(“Capitol”) issued 4,417,684 shares of common stock to
Capitol Acquisition Management 2 LLC (an affiliate of Mark D. Ein,
Capitol’s former Chief Executive Officer and our current
Chairman) for $25,000 in cash, at a purchase price of approximately
$0.006 share, in connection with Capitol’s organization. In
March 2013, Capitol’s sponsor contributed an aggregate of
105,184 shares of Capitol’s common stock to Capitol’s
capital, resulting in its sponsor owning an aggregate of 4,312,500
founder’s shares. The sponsor received no consideration for
this contribution. Such contribution was made solely to maintain
the sponsor’s collective 20% ownership interest in
Capitol’s shares of common stock based on the current size of
Capitol’s initial public offering. Thereafter, also in March
2013, Capitol’s sponsor transferred an aggregate of 1,078,126
founder’s shares to Capitol’s then executive officers
and directors. In April 2013, Capitol’s sponsor and L. Dyson
Dryden (Capitol’s former Chief Financial Officer and our
current director) transferred an aggregate of 22,998
founder’s shares to Messrs. Calcano, Donaldson and Sodha
(each a former director of Capitol), resulting in Capitol’s
sponsor owning an aggregate of 3,222,875 founder’s shares and
Mr. Dryden owning an aggregate of 974,626 founder’s shares.
The sponsor received no consideration for these transfers. In May
2013, Capitol effected a stock dividend of 0.2 shares for each
outstanding share of common stock, resulting in Capitol’s
sponsor and officers and directors holding an aggregate of
5,175,000 founder’s shares, of which 175,000 shares were
subsequently forfeited.
All of the initial shares of common stock issued by Capitol to its
sponsor and initial stockholders (Capitol Acquisition Management 2
LLC, L. Dyson Dryden, Lawrence Calcano, Richard C. Donaldson and
Piyush Sodha) were placed in escrow with Continental Stock Transfer
& Trust Company, as escrow agent, until one year after the date
of the consummation of Capitol’s merger with Lindblad (July
8, 2016) or earlier if, the last sales price of our common stock
equals or exceeds $12.00 per share (as adjusted for stock splits,
stock dividends, reorganizations and recapitalizations) for any 20
trading days within any 30-trading day period commencing at least
150 days after
27
July 8, 2015 or we consummate a subsequent liquidation, merger,
share exchange or other similar transaction which results in all of
our stockholders having the right to exchange their shares of
common stock for cash, securities or other property. In addition,
initial shares held in escrow include certain founder forfeiture
shares which are subject to forfeiture in the event the last sales
price of our stock does not equal or exceed $13.00 per share (as
adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within any
30-trading day period until July 8, 2019. Such founder forfeiture
shares will be released from escrow at the same time as the other
initial shares to the extent they have been earned at such
time.
Commencing on May 10, 2013, Capitol paid Venturehouse Group, LLC,
an affiliate of Mark D. Ein, a fee of $7,500 per month for
providing Capitol with office space and certain office and
administrative services through the initial business combination of
July 8, 2015. This arrangement was solely for Capitol’s
benefit and was not intended to provide Mr. Ein compensation in
lieu of a salary. For the years ended December 31, 2015, 2014 and
2013, the aggregate cash fee paid to Venturehouse Group, LLC was
$45.0 thousand, $90.0 thousand and $62.4 thousand,
respectively.
To meet Capitol’s working capital needs, from time to time,
Capitol’s officers, directors, initial stockholders or their
affiliates loaned Capitol funds in their sole discretion prior to
the initial business combination. The aggregate amount of the loans
was approximately $1.6 million. All loans were repaid upon
consummation of the merger with Lindblad, without interest, with
the exception of $0.5 million of the notes that were converted into
warrants at a price of $1.00 per warrant at such time.
The holders of Capitol’s initial shares, as well as the
holders of the sponsor warrants and all note conversion warrants
are entitled to registration rights pursuant to an agreement signed
in connection with Capitol’s initial public offering. We
filed a Form S-3 resale registration statement required by such
registration rights agreement that was declared effective by the
Securities and Exchange Commission on September 16, 2015.
Capitol reimbursed its officers and directors for reasonable
out-of-pocket business expenses incurred by them in connection with
certain activities on its behalf such as identifying and
investigating possible target businesses and business combinations
prior to the initial business combination. As of July 8, 2015,
December 31, 2014 and December 31, 2013, Capitol had reimbursed its
initial stockholders approximately $53.8 thousand, $38.2 thousand
and $26.0 thousand, respectively, for out-of-pocket business
expenses incurred by them in connection with activities on its
behalf.
Other than the fees described above and reimbursable out-of-pocket
expenses payable to Capitol’s officers and directors, no
compensation or fees of any kind, including finder’s fees,
consulting fees or other similar compensation, were paid to any of
Capitol’s initial stockholders, including its officers or
directors, or to any of their respective affiliates, prior to or
for services rendered in connection with the business
combination.
Lindblad Expeditions, Inc.
On November 3, 2014, Lindblad and Sven-Olof Lindblad entered into a
certain Loan and Security Agreement (“Loan Agreement”)
and a certain Promissory Note made by Mr. Lindblad in favor of
Lindblad for a maximum aggregate principal amount of up to $3.5
million. The interest rates of the Promissory Note were the
applicable federal rate for loans of equal tenor for the months in
which amounts were provided to Mr. Lindblad by Lindblad, as
published by the Internal Revenue Service for purposes of Section
1274(d) of the Internal Revenue Code. Mr. Lindblad pledged his
right, title and interest in and to all of the issued and
outstanding shares of capital stock of Lindblad held by him to
Lindblad as collateral for repayment of the Promissory Note. The
Promissory Note was satisfied and the Loan Agreement terminated on
March 9, 2015 pursuant to the Assignment and Assumption Agreement
described below. Prior to such satisfaction and termination,
approximately $2.8 million had been advanced by Lindblad to Mr.
Lindblad and no principal or interest had been repaid by Mr.
Lindblad.
On March 9, 2015, Mr. Lindblad and Lindblad entered into an
Assignment and Assumption Agreement pursuant to which Mr. Lindblad
(i) assigned and transferred to Lindblad his right to receive a
$5.0 million fee payable by DVB and (ii) exercised his outstanding
option to purchase 2,857 shares of Lindblad’s stock for an
aggregate exercise price of $92.5 thousand. In exchange for the
assignment to Lindblad of the fee payable by DVB, all of Mr.
Lindblad’s obligations under the Loan Agreement described
above were deemed satisfied in full, the Loan Agreement and related
Promissory Note were terminated, and Mr. Lindblad’s
obligation to pay the aggregate exercise price for the exercise of
the option described above was satisfied in full. Following receipt
of the fee from
28
DVB, Lindblad paid to Mr. Lindblad an amount equal to (a) the fee
paid by DVB, less (b) the outstanding amount of principal and
interest owed under the Loan Agreement at the time of entry into
the Assignment and Assumption Agreement, the aggregate exercise
price payable in connection with the exercise of the option, and a
collection premium equal to one percent of the outstanding amount
of principal and interest payable in connection with the loan, and
less (c) any required withholding taxes.
Prior to the debt refinancing and the completion of the purchase of
Cruise/Ferry Master Fund I, N.V. (“CFMF”) on May 8,
2015, CFMF served as the junior lender pursuant to Lindblad’s
junior credit facility. CFMF was deemed to have control of Lindblad
through (a) CFMF’s possession of a warrant to purchase 60% of
Lindblad for nominal consideration that could be exercised at any
time and (b) a shareholder agreement between CFMF and Lindblad
under which CFMF was declared to be in control of Lindblad and for
which CFMF was awarded two of the three seats on Lindblad’s
Board of Directors. On December 11, 2014, Lindblad entered into a
Profit Participation Loan Purchase Agreement with DVB, a Profit
Participation Rights Purchase Agreement with Buss Kreuzfahrtfonds 1
GmbH & Co. KG and Buss Kreuzfahrtfonds 2 GmbH& Co. KG, and
a Stock Purchase Agreement with Cruise/Ferry Finance Partners
Private Foundation. These three agreements enabled Lindblad to
purchase the financial and equity interests in CFMF in order to
recapture and extinguish a warrant to purchase 60% of the
outstanding equity of Lindblad on a fully diluted basis. On
December 11, 2014, the date of the purchase agreements, an initial
payment of $25.0 million was made to DVB under the Profit
Participation Loan Purchase Agreement. The remaining payments of
(i) $22.7 million to DVB, (ii) $48.4 million to Buss
Kreuzfahrtfonds 1 GmbH & Co. KG and Buss Kreuzfahrtfonds 2 GmbH
& Co. KG, as increased by $339,100 per month from December 31,
2014 until the close of the transaction, and (iii) $1.00 to
Cruise/Ferry Financing Partners Private Foundation were made on May
8, 2015. DVB served as agent and security trustee under
Lindblad’s credit facilities prior to the refinancing on May
8, 2015, and was one of the Senior Lenders under the then current
senior credit facility. In connection with the purchase of CFMF
completed on May 8, 2015, the senior credit facility was paid off
and the junior credit facility was cancelled.
Lindblad and National Geographic collaborate on exploration,
research, technology and conservation in order to provide travel
experiences and disseminate geographic knowledge around the globe.
The Lindblad/National Geographic alliance is set forth in (i) an
Alliance and License Agreement and (ii) a Tour Operator Agreement.
During 2015, Lindblad paid an aggregate of $4.8 million to National
Geographic under these agreements which is included within selling
and marketing expenses on the accompanying consolidated statements
of income. The extension of the agreements between Lindblad and
National Geographic in connection with the mergers was contingent
on the execution by Mr. Lindblad of an option agreement granting
National Geographic the right to purchase 2,387,499 of Mr.
Lindblad’s shares in the Company for a per share price of
$10.00 per share.
In connection with the mergers, the stockholders of Capitol prior
to its initial public offering — Capitol Acquisition
Management 2 LLC, L. Dyson Dryden, Lawrence Calcano, Richard C.
Donaldson and Piyush Sodha — collectively agreed to make a
charitable contribution of an aggregate of 500,000 founder’s
shares in Capitol to the LEX-NG Fund, established by National
Geographic, for no additional consideration. The LEX-NG Fund is
managed jointly by one of our staff members and a National
Geographic staff member and the board is comprised of five members
with Mr. Lindblad acting as Chairman.
The son of Sven-Olof Lindblad, our President and Chief Executive
Officer, is employed by the Company as Director of Global Business
Development. In 2015, he received an aggregate compensation of
$277,548, inclusive of salary and bonuses.
29
PROPOSAL NO. 2
ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION
We are asking stockholders to approve an advisory resolution on our
2015 executive compensation as reported in this proxy
statement.
We urge stockholders to read the “Executive
Compensation” section beginning on page 17 of this proxy
statement, as well as the Compensation Discussion and Analysis, the
Summary Compensation Table and other related compensation tables
and narrative in this proxy statement, which provide detailed
information on the compensation of our NEOs.
In accordance with Section 14A of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), and as a matter
of good corporate governance, we are asking stockholders to approve
the following advisory resolution:
RESOLVED, that the stockholders of Lindblad Expeditions Holdings,
Inc. (the “Company”) approve, on an advisory basis, the
2015 compensation of the Company’s named executive officers
disclosed in the Executive Compensation section and the related
compensation tables, notes and narrative in the Proxy Statement for
the Company’s 2016 Annual Meeting of Stockholders.
This advisory resolution, commonly referred to as a
“say-on-pay” resolution, is non-binding on the Board of
Directors. Although non-binding, the Board and compensation
committee will review and consider the voting results when making
future decisions regarding our executive compensation program.
Our Board of Directors
recommends a vote FOR the approval of the advisory
resolution on executive compensation.
30
PROPOSAL NO. 3
THE RATIFICATION OF THE APPOINTMENT OF
THE COMPANY’S INDEPENDENT REGISTERED CERTIFIED PUBLIC
ACCOUNTING FIRM FOR
FISCAL YEAR 2016
The audit committee has appointed Marcum LLP as our independent
registered certified public accounting firm for fiscal year 2016
and has further directed that the selection of Marcum LLP be
submitted to a vote of stockholders at the annual meeting for
ratification.
In selecting Marcum LLP to be our independent registered public
accounting firm for 2016, our audit committee considered the
results from its review of Marcum LLP’s independence,
including (i) all relationships between Marcum LLP and our Company
and any disclosed relationships or services that may impact Marcum
LLP’s objectivity and independence; (ii) Marcum LLP’s
performance and qualification as an independent registered public
accounting firm; and (iii) the fact that the Marcum LLP engagement
audit partner is rotated on a regular basis as required by
applicable laws and regulations.
Our audit committee charter does not require that our stockholders
ratify the selection of Marcum LLP as our independent registered
public accounting firm. We are doing so because we believe it is a
matter of good corporate governance practice. If our stockholders
do not ratify the selection, our audit committee may reconsider
whether to retain Marcum LLP, but still may retain the firm. Even
if the selection is ratified, our audit committee, in its
discretion, may change the appointment at any time during the year
if it determines that such a change would be in the best interests
of us and our stockholders.
Representatives of Marcum LLP are expected to attend the annual
meeting, where they will be available to respond to appropriate
questions and, if they desire, to make a statement.
Our Board of Directors
recommends a vote FOR the ratification of the appointment of
Marcum LLP as our independent registered certified public
accounting firm for the year 2016.
If the appointment is not ratified, our audit committee will
consider whether it should select another
independent registered certified public accounting firm.
31
PROPOSAL NO. 4
2016 CEO SHARE ALLOCATION PLAN
Overview
On April 8, 2016, we adopted a new equity incentive plan (the
“2016 CEO Share Allocation Plan”), pursuant to which
the Company will grant awards covering up to 1,000,000 shares of
the Company’s common stock in the form of restricted stock,
restricted stock units, and/or other stock- or cash-based awards to
eligible employees and other service providers of the Company. The
2016 CEO Share Allocation Plan was adopted in connection with a
Contribution Agreement (the “Contribution Agreement”)
that we expect to enter into with Sven-Olof Lindblad, our President
and Chief Executive Officer, pursuant to which Mr. Lindblad will
agree to transfer up to 1,000,000 shares of the Company’s
common stock (i.e., an equivalent number of shares as is reserved
for issuance under the 2016 CEO Share Allocation Plan) (the
“Contribution Shares”) to the Company as a contribution
to the capital of the Company. Mr. Lindblad will not receive any
consideration in exchange for the Contribution Shares. However, as
a condition to the contribution of any Contribution Shares, the
Company must grant awards under the 2016 CEO Share Allocation Plan,
such that the number of Contribution Shares that Mr. Lindblad
actually contributes to the Company will equal the number of shares
corresponding to awards granted under the plan. The contribution of
the Contribution Shares by Mr. Lindblad to the Company will
effectively reduce the number of shares of our common stock that
are outstanding by the same number of shares that would be issued
under the 2016 CEO Share Allocation Plan (or a lesser number in the
event awards are settled in cash). Such contributions will be
effective as of the later of the date we grant corresponding awards
under the 2016 CEO Share Allocation Plan and the date our
stockholders approve the 2016 CEO Share Allocation Plan (and such
contributions will occur only if the 2016 CEO Share Allocation Plan
is approved by stockholders).
The 2016 CEO Share Allocation Plan is in addition to our existing
2015 Long-Term Incentive Plan, which was approved by stockholders
in 2015 and which allows our Board of Directors or its applicable
delegate to issue up to 2,500,000 shares of our common stock. The
adoption and approval of the 2016 CEO Share Allocation Plan will
not have any effect on the 2015 Long-Term Incentive Plan. If the
2016 CEO Share Allocation Plan is approved by our stockholders and
we enter into the Contribution Agreement with Mr. Lindblad, we will
grant awards under both plans until the share reserve under each
respective plan is exhausted.
The 2016 CEO Share Allocation Plan was initiated by Mr. Lindblad and the purpose of the 2016 CEO Share Allocation Plan and the
Contribution Agreement is to enhance the ability of the Company and
its subsidiaries to reward employees for their contributions in building the Company by providing these individuals with stock
ownership or other stock- or cash-based incentive opportunities.
The use of these long-term stock and stock- or cash-based grants
allows our Board of Directors to align the incentives of the
Company’s employees and consultants with the interests of its
stockholders, linking compensation to Company performance. The use
of stock awards as compensation also allows the Company to conserve
cash resources for other important purposes. In addition, approval
of the 2016 CEO Share Allocation Plan will allow the Company to
realize the benefit of receiving the Contribution Shares from Mr.
Lindblad pursuant to the Contribution Agreement that we expect to
enter into with Mr. Lindblad. Accordingly, our Board of Directors
believes that approval of the 2016 CEO Share Allocation Plan is in
the best interests of the Company and its stockholders and our
Board of Directors recommends that stockholders vote for approval
of the 2016 CEO Share Allocation Plan.
Our Board of Directors approved the 2016 CEO Share Allocation Plan
on April 8, 2016, subject to stockholder approval at the annual
meeting. If this Proposal 4 is not approved by our stockholders,
neither the 2016 CEO Share Allocation Plan nor the Contribution
Agreement will become effective, and Mr. Lindblad will not transfer
the Contribution Shares to the Company. If the 2016 CEO Share
Allocation Plan is not approved, our 2015 Long-Term Incentive Plan
will remain in full force and effect and we will continue to make
grants thereunder until its share reserve is exhausted.
In addition, prior to the annual meeting and assuming we enter into
the Contribution Agreement with Mr. Lindblad, Mr. Lindblad, as the
administrator of the 2016 CEO Share Allocation Plan, may grant
awards under the plan corresponding to the maximum number of shares
that may be issued (i.e., 1,000,000). Any such awards are expected
to be granted to employees of the Company and its subsidiaries who
are not executive officers and may be subject to such vesting terms
and conditions as the administrator may determine. Any such awards
will all be conditioned upon the approval of the 2016 CEO Share
Allocation Plan by our stockholders pursuant to this
32
Proposal 4 (the “Conditional Awards”). If this Proposal
4 is not approved by our stockholders, the Conditional Awards will
be forfeited by the participants.
The 2016 CEO Share Allocation
Plan is described in more detail below. A copy of the 2016 CEO
Share Allocation Plan is attached to this proxy statement as Annex
A. For additional information about share recycling provisions
under the 2016 CEO Share Allocation Plan, see the discussion below
and under the heading “—Award Limits.”
In addition to the requirement that our stockholders approve the
2016 CEO Share Allocation Plan, in no event will any shares be
issued under the 2016 CEO Share Allocation Plan (including any
Conditional Awards) unless we enter into the Contribution Agreement
with Mr. Lindblad, such that for every share corresponding to an
award granted under the 2016 CEO Share Allocation Plan, we will
receive a contribution of one share from Mr. Lindblad for no
additional consideration.
Key Terms of the 2016
CEO Share Allocation Plan
The 2016 CEO Share Allocation Plan contains a number of provisions
that the Company believes are consistent with best practices in
equity compensation and which protect its stockholders’
interests. These terms include:
•
The 2016 CEO Share Allocation Plan does not have single-trigger
accelerated vesting provisions upon a change in control.
•
Shares tendered by participants or withheld by the Company to
satisfy tax withholding obligations associated with any award will
not be “added back” to the shares available for
issuance under the 2016 CEO Share Allocation Plan. Other liberal
share counting rules also do not apply under the 2016 CEO Share
Allocation Plan.
•
Dividends and dividend equivalents may be paid on awards subject to
performance vesting conditions only to the extent such conditions
are met.
Description of the 2016
CEO Share Allocation Plan
The following sets forth a description of the material features and
terms of the 2016 CEO Share Allocation Plan. The following summary
is qualified in its entirety by reference to the full text of the
2016 CEO Share Allocation Plan, which is attached hereto as Annex
A
.
Effectiveness.
The 2016 CEO Share Allocation Plan
became effective on the date it was approved by our Board of
Directors, subject to stockholder approval at the annual meeting
and subject to the execution of the Contribution Agreement by the
Company and Mr. Lindblad. If this Proposal 4 is not approved by our
stockholders, all Conditional Awards will be forfeited and no
further awards under this plan will be made. In addition, the
Contribution Agreement will not become effective and Mr. Lindblad
will not transfer the Contribution Shares to the Company if this
Proposal 4 is not approved by our stockholders. In no event will
any shares be issued pursuant to the 2016 CEO Share Allocation Plan
(including Conditional Awards) in the event we do not enter into
the Contribution Agreement with Mr. Lindblad as described in this
Proposal 4.
Administration
. The 2016 CEO Share Allocation Plan
will be administered by our Board of Directors or one or more
committees or subcommittees of our Board of Directors, provided
that, except with respect to awards granted to a participant who is
or may be subject to Rule 16b-3 promulgated under the Exchange Act,
during the period of time that Mr. Lindblad serves on our Board of
Directors, the 2016 CEO Share Allocation Plan will be administered
by Mr. Lindblad. The administrator of the 2016 CEO Share Allocation
Plan (the “Administrator”) has the authority to
determine which service providers receive awards and sets the terms
and conditions applicable to the award within the confines of the
2016 CEO Share Allocation Plan’s terms. The Administrator
will have the authority to make all determinations and
interpretations under, prescribe all forms for use with, and adopt
rules for the administration of, the 2016 CEO Share Allocation
Plan.
Award Limits
. The maximum aggregate number of shares
of common stock that may be subject to awards granted under the
2016 CEO Share Allocation Plan is the greater of (i) 1,000,000
shares or (ii) the number of shares contributed to us from Mr.
Lindblad pursuant to the Contribution Agreement. Shares issued
under the 2016 CEO Share Allocation Plan may be authorized but
unissued shares, shares purchased in the open market or
treasury
33
shares. However, this number may be adjusted to take into account
equity restructurings and certain other corporate transactions as
described below. In the event of any such adjustments, the number
of Contribution Shares not yet contributed by Mr. Lindblad to the
Company would be correspondingly adjusted.
Share Counting Provisions
. If an award under the 2016
CEO Share Allocation Plan expires, lapses or is terminated,
surrendered or forfeited, the unused shares covered by the award
will become or again be available for award grants under the 2016
CEO Share Allocation Plan. However, the 2016 CEO Share Allocation
Plan does not allow the share pool available for grants to be
recharged or replenished with shares that are tendered or withheld
to satisfy tax withholding obligations for any awards. Dividend
equivalents paid in cash will not be counted against the number of
shares reserved under the 2016 CEO Share Allocation Plan.
Eligibility
. Employees and consultants of the Company
or any of its subsidiaries are eligible to participate in the 2016
CEO Share Allocation Plan. As of April 8, 2016, the Company and its
subsidiaries had approximately 380 employees and consultants who
will be eligible to receive awards under the Plan.
Types of
Awards
. The 2016 CEO Share Allocation
Plan provides for the grant of restricted stock, restricted stock
unit awards and other stock- or cash-based awards. The 2016 CEO
Share Allocation Plan does not allow the grant of stock options,
stock appreciation rights or other similar awards. Certain awards
under the 2016 CEO Share Allocation Plan may constitute or provide
for a deferral of compensation, subject to Section 409A of the
Internal Revenue Code, which may impose additional requirements on
the terms and conditions of such awards. Awards to eligible
individuals shall be subject to the terms of an individual award
agreement between the Company and the individual, which must be
signed indicating its acceptance by the participant. A brief
description of each award type follows.
•
Restricted Stock
. The Administrator may make awards of
restricted stock to eligible individuals in such amounts to be
established by the Administrator in connection with each award,
subject to forfeiture or to the Company’s right to repurchase
all or part of such shares at their issue price or other stated or
formula price from the participant. Such awards will be subject to
restrictions and other terms and conditions as are established by
the Administrator. Upon issuance of restricted stock, recipients
generally have the rights of a stockholder with respect to such
shares, subject to the limitations and restrictions established by
the Administrator in the award program or the individual award
agreement. Such rights generally include the right to receive
dividends and other distributions in relation to the award;
however, dividends may be paid with respect to restricted stock
with performance-based vesting conditions only to the extent the
performance conditions have been satisfied and the restricted stock
vests.
•
Restricted Stock Units.
The 2016 CEO Share Allocation
Plan authorizes awards of restricted stock units to eligible
individuals in amounts and at purchase prices and upon such other
terms and conditions as are established by the Administrator for
each award. Restricted stock unit awards entitle recipients to
acquire shares of the Company’s common stock or an amount in
cash or other consideration determined by the Administrator to be
of equal value as of the settlement date in the future under
certain conditions. Holders of restricted stock units generally
have no rights of ownership or as stockholders in relation to the
award, unless and until the restrictions lapse and the restricted
stock unit award vests in accordance with the terms of the grant
and actual shares are issued in settlement of the award. Restricted
stock units may be accompanied by the right to receive the
equivalent value of dividends paid on shares of the Company’s
common stock prior to the delivery of the underlying shares (i.e.,
dividend equivalent rights); however, dividend equivalents with
respect to an award with performance-based vesting conditions that
are based on dividends paid prior to the vesting of such award will
only be paid out to the holder to the extent that the
performance-based vesting conditions are subsequently satisfied and
the award vests. The Administrator may provide that settlement of
restricted stock units will occur upon or as soon as reasonably
practicable after the restricted stock units vest or will instead
be deferred, on a mandatory basis or at the participant’s
election, in a manner intended to comply with Section 409A of the
Internal Revenue Code.
•
Other Stock- or Cash-Based Awards.
The Administrator
is authorized to make other stock- or cash-based awards to any
eligible individual under the 2016 CEO Share Allocation Plan. Such
awards may entitle eligible individuals to receive shares, cash or
other payments, including future payments, and may include cash
bonus awards. Subject to the provisions of the 2016 CEO Share
Allocation Plan, the number or value of shares to be awarded,
conditions of such awards and criteria for vesting will be set by
the Administrator.
34
Certain Transactions
. The Administrator has broad
discretion to take action under the 2016 CEO Share Allocation Plan,
as well as make adjustments to the terms and conditions of existing
and future awards, to prevent the dilution or enlargement of
intended benefits and facilitate necessary or desirable changes in
the event of certain transactions and events affecting the
Company’s common stock, such as dividends or other
distributions (whether in the form of cash, common stock, other
securities, or other property), reorganizations, mergers,
consolidations, Change in Control events (as that term is defined
in the 2016 CEO Share Allocation Plan) and other corporate
transactions. In addition, in the event of certain non-reciprocal
transactions with Company stockholders known as “equity
restructurings,” the Administrator will make equitable
adjustments to outstanding awards. No single-trigger vesting
acceleration applies under the 2016 CEO Share Allocation Plan in
connection with a Change in Control event.
Amendment and Termination
. The Administrator may
amend, suspend or terminate the 2016 CEO Share Allocation Plan at
any time. However, no amendment, other than an amendment that
increases the number of shares available under the 2016 CEO Share
Allocation Plan, may materially and adversely affect an award
outstanding under the 2016 CEO Share Allocation Plan without the
consent of the affected participant. Our Board of Directors is
required to obtain stockholder approval for any amendment to the
2016 CEO Share Allocation Plan to the extent necessary to comply
with applicable laws. The 2016 CEO Share Allocation Plan provides
that in no event may an award be granted pursuant to the 2016 CEO
Share Allocation Plan (including Conditional Awards) before we
enter into the Contribution Agreement with Mr. Lindblad and after
ten years from the date our Board of Directors adopted the 2016 CEO
Share Allocation.
Forfeiture and Claw-backs
. All awards (including any
proceeds, gains or other economic benefit obtained in connection
with any award) made under the 2016 CEO Share Allocation Plan are
subject to any claw-back policy implemented by the Company,
including any claw-back policy adopted to comply with the
requirements of applicable law (including the Dodd-Frank Wall
Street Reform and Consumer Protection Act and any rules or
regulations promulgated thereunder) as set forth in such claw-back
policy or award agreement.
United States Federal
Income Tax Consequences
The following summary is based on an analysis of the Internal
Revenue Code as currently in effect, existing laws, judicial
decisions, administrative rulings, regulations, and proposed
regulations, all of which are subject to change. Moreover, the
following is only a summary of United States federal income tax
consequences. Actual tax consequences to participants may be either
more or less favorable than those described below depending on the
participants’ particular circumstances.
Restricted Stock.
If the restrictions on an award of
shares of restricted stock are of a nature that the shares are both
subject to a substantial risk of forfeiture and are not freely
transferable (within the meaning of Section 83 of the Internal
Revenue Code), the participant will not recognize income for United
States federal income tax purposes at the time of the award unless
the participant affirmatively elects to include the fair market
value of the shares of restricted stock on the date of the award,
less any amount paid for the shares, in gross income for the year
of the award pursuant to Section 83(b) of the Internal Revenue
Code. In the absence of this election, the participant will be
required to include in income for United States federal income tax
purposes on the date the shares either become freely transferable
or are no longer subject to a substantial risk of forfeiture
(within the meaning of Section 83 of the Internal Revenue Code),
the fair market value of the shares of restricted stock on such
date, less any amount paid for the shares. The employer will be
entitled to a deduction at the time of income recognition to the
participant in an amount equal to the amount the participant is
required to include in income with respect to the shares, subject
to the deduction limitations described below. If a Section 83(b)
election is made within 30 days after the date the restricted stock
is received, the participant will recognize ordinary income at the
time of the receipt of the restricted stock, and the employer will
be entitled to a corresponding deduction, equal to the fair market
value of the shares at the time, less the amount paid, if any, by
the participant for the restricted stock. If a Section 83(b)
election is made, no additional income will be recognized by the
participant upon the lapse of restrictions on the restricted stock,
but, if the restricted stock is subsequently forfeited, the
participant may not deduct the income that was recognized pursuant
to the Section 83(b) election at the time of the receipt of the
restricted stock.
Dividends paid to a participant holding restricted stock before the
expiration of the restriction period will be additional
compensation taxable as ordinary income to the participant subject
to withholding, unless the participant made an election under
Section 83(b). Subject to the deduction limitations described
below, the employer generally
35
will be entitled to a corresponding tax deduction equal to the
dividends includible in the participant’s income as
compensation. If the participant has made a Section 83(b) election,
the dividends will be dividend income, rather than additional
compensation, to the participant.
If the restrictions on an award of restricted stock are not of a
nature that the shares are both subject to a substantial risk of
forfeiture and not freely transferable, within the meaning of
Section 83 of the Internal Revenue Code, the participant will
recognize ordinary income for United States federal income tax
purposes at the time of the transfer of the shares in an amount
equal to the fair market value of the shares of restricted stock on
the date of the transfer, less any amount paid therefore. The
employer will be entitled to a deduction at that time in an amount
equal to the amount the participant is required to include in
income with respect to the shares, subject to the deduction
limitations described below.
Restricted Stock Units.
There will be no United States
federal income tax consequences to either the participant or the
employer upon the grant of restricted stock units. Generally, the
participant will recognize ordinary income subject to withholding
upon the receipt of cash and/or transfer of shares of common stock
in payment of the restricted stock units in an amount equal to the
aggregate of the cash received and the fair market value of the
common stock so transferred. Subject to the deduction limitations
described below, the employer generally will be entitled to a
corresponding tax deduction equal to the amount includible in the
participant’s income.
Generally, a participant will recognize ordinary income subject to
withholding upon the payment of any dividend equivalents paid with
respect to an award in an amount equal to the cash the participant
receives. Subject to the deduction limitations described below, the
employer generally will be entitled to a corresponding tax
deduction equal to the amount includible in the participant’s
income.
Excess Parachute Payments.
Section 280G of the
Internal Revenue Code limits the deduction that the employer may
take for otherwise deductible compensation payable to certain
individuals if the compensation constitutes an “excess
parachute payment.” Excess parachute payments arise from
payments made to disqualified individuals that are in the nature of
compensation and are contingent on changes in ownership or control
of the employer or certain affiliates. Accelerated vesting or
payment of awards under the 2016 CEO Share Allocation Plan upon a
change in ownership or control of the employer or its affiliates
could result in excess parachute payments. In addition to the
deduction limitation applicable to the employer, a disqualified
individual receiving an excess parachute payment is subject to a
20% excise tax on the amount thereof.
Application of Section 409A of the Internal Revenue
Code.
Section 409A of the Internal Revenue Code
imposes an additional 20% tax and interest on an individual
receiving non-qualified deferred compensation under a plan that
fails to satisfy certain requirements. For purposes of Section
409A, “non-qualified deferred compensation” includes
equity-based incentive programs, including some stock options,
stock appreciation rights and restricted stock unit programs.
Generally speaking, Section 409A does not apply to incentive stock
options, non-discounted non-qualified stock options and
appreciation rights if no deferral is provided beyond exercise, or
restricted stock.
The awards made pursuant to the 2016 CEO Share Allocation Plan are
expected to be designed in a manner intended to comply with the
requirements of Section 409A of the Internal Revenue Code to the
extent the awards granted under the 2016 CEO Share Allocation Plan
are not exempt from coverage. However, if the 2016 CEO Share
Allocation Plan fails to comply with Section 409A in operation, a
participant could be subject to the additional taxes and
interest.
State and local tax consequences may in some cases differ from the
federal tax consequences. The foregoing summary of the United
States federal income tax consequences in respect of the 2016 CEO
Share Allocation Plan is for general information only. Interested
parties should consult their own advisors as to specific tax
consequences of their awards.
The 2016 CEO Share Allocation Plan is not subject to the Employee
Retirement Income Security Act of 1974, as amended, and is not
intended to be qualified under Section 401(a) of the Internal
Revenue Code.
36
New Plan
Benefits
Except with respect to the Conditional Awards, the benefits or
amounts that may be received or allocated to participants under the
2016 CEO Share Allocation Plan will be determined at the discretion
of the Administrator and are not currently determinable. The
following table shows the benefits and amounts that will be
received by each of the individuals and groups identified below
with respect to the Conditional Awards if the 2016 CEO Share
Allocation Plan is approved by stockholders:
NEW PLAN BENEFITS
2016 CEO Share Allocation Plan
|
|
|
|
|
Named Executive Officers:
|
|
|
|
|
|
|
|
Sven-Olof Lindblad, President and Chief
Executive Officer
|
|
$
|
—
|
|
|
—
|
|
Ian T. Rogers, Chief Operating Officer, Vice
President and Treasurer
|
|
$
|
—
|
|
|
—
|
|
John T. McClain, Chief Financial
Officer
|
|
$
|
—
|
|
|
—
|
|
Dean (Trey) Byus III, Chief Expedition
Officer
|
|
$
|
—
|
|
|
—
|
|
Richard P. Fontaine, Chief Marketing
Officer
|
|
$
|
—
|
|
|
—
|
|
Mark D. Ein, Former Chief Executive
Officer
|
|
$
|
—
|
|
|
—
|
|
L. Dyson Dryden, Former Chief Financial
Officer
|
|
$
|
—
|
|
|
—
|
|
All Current Executive Officers as a Group (6
persons):
|
|
$
|
—
|
|
|
—
|
|
All Current Non‒Executive Directors as a Group (7
persons including
Mr. Ein and Mr. Dryden):
|
|
$
|
—
|
|
|
—
|
|
All Non-Executive Officer Employees as a
Group:
|
|
$
|
10,050,000
|
(1)
|
|
1,000,000
|
(2)
|
Securities Authorized
for Issuance Under Equity Compensation Plans
The following table provides information on our equity compensation
plans as of December 31, 2015.
|
|
Number of securities to be issued upon exercise
of outstanding options, warrants and rights (a)
|
|
Weighted average exercise price of outstanding
options, warrants and rights
|
|
Number of securities remaining available for
future issuance under equity compensation plans (excluding
securities reflected in column (a))
|
Equity compensation plans approved by security
holders
|
|
2,849,071
|
|
$
|
2.69
|
|
2,200,000
|
|
Equity compensation plans not approved by
security holders
|
|
—
|
|
|
—
|
|
—
|
|
Total
(1)
|
|
2,849,071
|
|
$
|
2.69
|
|
2,200,000
|
(2)
|
37
Recommendation and Vote
Required
If this Proposal 4 is not approved by our stockholders, neither the
2016 CEO Share Allocation Plan nor the Contribution Agreement will
become effective, and Mr. Lindblad will not transfer the
Contribution Shares to the Company. In addition, the Conditional
Awards that were previously granted under the 2016 CEO Share
Allocation plan, subject to stockholder approval, will be forfeited
by the participants and will terminate. This Proposal 4 is not
intended to have any impact on our 2015 Long-Term Incentive Plan.
Therefore, regardless of whether this Proposal 4 is approved by our
stockholders, the 2015 Long-Term Incentive Plan will remain in full
force and effect and we will continue to grant awards thereunder
until its share reserve is exhausted.
In addition to the requirement that our stockholders approve the
2016 CEO Share Allocation Plan, in no event will any shares be
issued under the 2016 CEO Share Allocation Plan (including any
Conditional Awards) unless we enter into the Contribution Agreement
with Mr. Lindblad, such that for every share corresponding to an
award granted under the 2016 CEO Share Allocation Plan, we will
receive a contribution of one share from Mr. Lindblad for no
additional consideration.
Approval of the 2016 CEO Share Allocation Plan will require the
affirmative vote of the holders of a majority of the outstanding
shares of the Company’s common stock represented in person or
by proxy at the meeting and entitled to vote thereon.
Our Board of Directors
recommends a vote FOR the approval of the 2016 CEO
Share Allocation Plan Proposal.
38
INDEPENDENT REGISTERED
CERTIFIED PUBLIC ACCOUNTING FIRM FEES AND SERVICES
The following table provides information relating to the fees
billed to us by Marcum LLP for the years ended December 31, 2015
and 2014:
|
|
|
|
|
Audit fees
(1)
|
|
$
|
435,000
|
|
$
|
48,960
|
Audit-related fees
(2)
|
|
$
|
86,005
|
|
$
|
—
|
Tax fees
|
|
$
|
—
|
|
$
|
—
|
All other fees
|
|
$
|
—
|
|
$
|
—
|
Policy on Audit
Committee Pre-Approval of Audit and Non-Audit Services
The audit committee, in accordance with its charter, must
pre-approve all non-audit services provided by our independent
registered public accountants. The audit committee generally
pre-approves specified series in the defined categories of audit
services, audit related services and tax services up to specified
amounts. Pre-approval may also be given as part of our audit
committee’s approval of the scope of the engagement of the
independent registered public accountants or on an individual,
explicit case-by-case basis before the independent auditor is
engaged to provide each service.
The audit committee has considered whether the provision of the
services not related to the audit of the financial statements
acknowledged in the table above was compatible with maintaining the
independence of Marcum LLP’s and is of the opinion that the
provision of these services was compatible with maintaining Marcum
LLP’s independence.
39
AUDIT COMMITTEE
REPORT
The audit committee has reviewed and discussed the audited
financial statements with management, which has represented that
the financial statements were prepared in accordance with
accounting principles generally accepted in the United States. The
audit committee discussed with management the quality and
acceptability of the accounting principles employed, including all
critical accounting policies used in the preparation of the
financial statements and related notes, the reasonableness of
judgments made, and the clarity of the disclosures included in the
statements.
The audit committee also reviewed our consolidated financial
statements for fiscal 2015 with Marcum LLP, our independent
auditors for fiscal 2015, who are responsible for expressing an
opinion on the conformity of those audited financial statements
with accounting principles generally accepted in the United States.
The Board of Directors has discussed with Marcum LLP the matters
required to be discussed by Statement on Auditing Standards No. 61,
as amended.
The audit committee has received the written disclosures and the
letter from Marcum LLP mandated by applicable requirements of the
Public Company Accounting Oversight Board regarding the independent
auditors’ communications with the Board of Directors
concerning independence and has discussed with Marcum LLP its
independence and has considered whether the provision of non-audit
services provided by Marcum LLP is compatible with maintaining
Marcum LLP’s independence.
Based on the reviews and discussions referred to above, the Board
of Directors recommended that the audited financial statements be
included in our Annual Report on Form 10-K for the year ended
December 31, 2015 for filing with the Securities and Exchange
Commission. The Board of Directors has selected Marcum LLP as our
independent auditor for 2016.
This report is submitted by the members of the audit committee of
the Board of Directors:
L. Dyson Dryden (Chair)
Paul J. Brown
Mark D. Ein
40
STOCKHOLDER PROPOSALS
FOR THE 2017 MEETING
Our bylaws provide that, for matters to be properly brought before
an annual meeting, business must be either (i) specified in the
notice of annual meeting (or any supplement or amendment thereto)
given by or at the direction of the Board of Directors, (ii)
otherwise brought before the annual meeting by or at the direction
of the Board of Directors, or (iii) otherwise properly brought
before the annual meeting by a stockholder. In addition to any
other applicable requirements, for business to be properly brought
before an annual meeting by a stockholder, the stockholder must
have given timely notice thereof in writing to our Secretary.
Stockholder proposals intended for inclusion in our proxy statement
relating to the next annual meeting in 2017 must be received by us
no later than December 16, 2016. Any such proposal must comply with
Rule 14a-8 of Regulation 14A of the proxy rules of the Securities
and Exchange Commission.
Notice to us of a stockholder proposal submitted otherwise than
pursuant to Rule 14a-8 also will be considered untimely if received
at our principal executive offices other than during the time
period set forth below and will not be placed on the agenda for the
meeting. In addition to any other applicable requirements, for
business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof
in writing to our Secretary at 96 Morton Street, 9
th
Floor, New York, NY 10014. To be timely, a stockholder’s
notice shall be delivered to, or made any received by, the
Secretary at our principal executive offices not later than the
close of business on the sixtieth (60
th
)
day nor earlier than the close of business on the ninetieth
(90
th
)
day prior to the annual meeting; provided, however, that in the
event that less than seventy (70) days’ notice or prior
public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder, to be timely, must be
received no later than the close of business on the tenth
(10
th
)
day following the day on which such notice of the date of the
meeting was mailed or such public disclosure was made, whichever
first occurs.
OTHER MATTERS
The Board knows of no matter to be brought before the annual
meeting other than the matters identified in this proxy statement.
However, if any other matter properly comes before the annual
meeting or any adjournment of the meeting, it is the intention of
the persons named in the proxy solicited by the Board to vote the
shares represented by them in accordance with their best
judgment.
41
ANNEX A
LINDBLAD EXPEDITIONS
HOLDINGS, INC.
2016 CEO SHARE ALLOCATION PLAN
1.
Purpose and Background
.
The Plan’s purpose is to enhance the ability of the Company
and its Subsidiaries to attract, retain and motivate persons who
make (or are expected to make) important contributions to the
Company or its Subsidiaries by providing these individuals with
equity ownership or other equity-based incentive opportunities.
Capitalized terms used in the Plan are defined in Section 9. The
Plan was initially adopted by the Board in connection with a
Contribution Agreement (the “
Contribution
Agreement
”) entered into or expected to be entered
into between the Company and Sven-Olof Lindblad
(“
Lindblad
”)
pursuant to which the Company and Lindblad agreed or will agree
that, subject to the approval of this Plan by the Company’s
stockholders, Lindblad will transfer 1,000,000 Shares (the
“
Contributed
Shares
”) to the Company as a contribution to the
capital of the Company as and when a corresponding number of Shares
or other Awards are granted to Participants under this Plan.
2.
Eligibility
.
Service Providers are eligible to be granted Awards under the Plan,
subject to the limitations described herein.
3.
Administration and Delegation
.
(a)
Administration.
The
Plan is administered by the Administrator. The Administrator has
authority to determine which Service Providers receive Awards,
grant Awards and set Award terms and conditions, subject to the
conditions and limitations in the Plan. The Administrator also has
the authority to take all actions and make all determinations under
the Plan, to interpret the Plan and Award Agreements and to adopt,
amend and repeal Plan administrative rules, guidelines and
practices as it deems advisable. The Administrator may correct
defects and ambiguities, supply omissions and reconcile
inconsistencies in the Plan or any Award as it deems necessary or
appropriate to administer the Plan and any Awards. The
Administrator’s determinations under the Plan are in its sole
discretion and will be final and binding on all persons having or
claiming any interest in the Plan or any Award.
(b)
Appointment of
Committees.
To the extent Applicable Laws permit, the
Administrator or the Board may delegate any or all of its powers
under the Plan to one or more Committees. The Administrator or the
Board may abolish any such Committee or re-vest in itself any
previously delegated authority at any time.
4.
Stock Available for Awards
.
(a)
Number of
Shares.
Subject to adjustment under Section 6 and the
terms of this Section 4, the Company will grant Awards covering a
number of Shares equal to the Overall Share Limit. Shares issued
under the Plan may consist of authorized but unissued Shares,
Shares purchased on the open market or treasury Shares and
represent an amount that is intended to be equivalent to the
Contributed Shares.
(b)
Share
Recycling
. If all or any part of an Award expires,
lapses or is terminated, surrendered, or forfeited, the unused
Shares covered by the Award will be available to be reissued by the
Company under the Plan, provided, however, that any Shares that are
tendered to the Company or withheld to satisfy any applicable
withholding taxes will not be available for reissuance pursuant to
this Plan. The payment of Dividend Equivalents in cash in
conjunction with any outstanding Awards shall not count against the
Overall Share Limit.
5.
Restricted Stock; Restricted Stock Units; Other Stock or Cash Based
Awards
.
(a)
General
. The
Administrator may grant Restricted Stock, or the right to purchase
Restricted Stock, to any Service Provider, subject to the
Company’s right to repurchase all or part of such shares at
their issue price or other stated or formula price from the
Participant (or to require forfeiture of such shares) if conditions
the Administrator specifies in the Award Agreement are not
satisfied before the end of the applicable restriction period or
periods that the Administrator establishes for such Award. In
addition, the Administrator may grant to Service Providers
Restricted Stock Units, which may be subject to vesting and
forfeiture conditions during the applicable restriction period or
periods, as set forth in an Award Agreement. The Administrator will
determine and set forth in
Annex A-1
the Award Agreement the terms and conditions for each Restricted
Stock and Restricted Stock Unit Award, subject to the conditions
and limitations contained in the Plan.
(b)
Restricted
Stock
.
(i)
Dividends
. Participants
holding shares of Restricted Stock will be entitled to all ordinary
cash dividends paid with respect to such Shares, unless the
Administrator provides otherwise in the Award Agreement. In
addition, unless the Administrator provides otherwise, if any
dividends or distributions are paid in Shares, or consist of a
dividend or distribution to holders of Common Stock of property
other than an ordinary cash dividend, the Shares or other property
will be subject to the same restrictions on transferability and
forfeitability as the shares of Restricted Stock with respect to
which they were paid. In addition, with respect to a share of
Restricted Stock with performance-based vesting, dividends which
are paid prior to vesting shall only be paid out to the Participant
to the extent that the performance-based vesting conditions are
subsequently satisfied and the share of Restricted Stock vests.
(ii)
Stock
Certificates
. The Company may require that the
Participant deposit in escrow with the Company (or its designee)
any stock certificates issued in respect of shares of Restricted
Stock, together with a stock power endorsed in blank.
(c)
Restricted Stock
Units
.
(i)
Settlement
. The
Administrator may provide that settlement of Restricted Stock Units
will occur upon or as soon as reasonably practicable after the
Restricted Stock Units vest or will instead be deferred, on a
mandatory basis or at the Participant’s election, in a manner
intended to comply with Section 409A.
(ii)
Stockholder
Rights
. A Participant will have no rights of a
stockholder with respect to Shares subject to any Restricted Stock
Unit unless and until the Shares are delivered in settlement of the
Restricted Stock Unit.
(iii)
Dividend
Equivalents
. If the Administrator provides, a grant of
Restricted Stock Units may provide a Participant with the right to
receive Dividend Equivalents. Dividend Equivalents may be paid
currently or credited to an account for the Participant, settled in
cash or Shares and subject to the same restrictions on
transferability and forfeitability as the Restricted Stock Units
with respect to which the Dividend Equivalents are granted and
subject to other terms and conditions as set forth in the Award
Agreement. In addition, Dividend Equivalents with respect to an
Award with performance-based vesting that are based on dividends
paid prior to the vesting of such Award shall only be paid out to
the Participant to the extent that the performance-based vesting
conditions are subsequently satisfied and the Award vests.
(d)
Other Stock or Cash
Based Awards
. Other Stock or Cash Based Awards may be
granted to Participants, including Awards entitling Participants to
receive Shares to be delivered in the future and including cash
bonus awards (including annual or other periodic or long-term cash
bonus awards), in each case subject to any conditions and
limitations in the Plan. Such Other Stock or Cash Based Awards will
also be available as a payment form in the settlement of other
Awards or as standalone payments. Other Stock or Cash Based Awards
may be paid in Shares, cash or other property, as the Administrator
determines. Subject to the provisions of the Plan, the
Administrator will determine the terms and conditions of each Other
Stock or Cash Based Award, including any purchase price,
performance goal, transfer restrictions, and vesting conditions,
which will be set forth in the applicable Award Agreement.
6.
Adjustments for Changes in Common Stock and Certain Other
Events
.
(a)
Equity
Restructuring.
In connection with any Equity
Restructuring, notwithstanding anything to the contrary in this
Section 6, the Administrator will equitably adjust each outstanding
Award as it deems appropriate to reflect the Equity Restructuring,
which may include adjusting the number and type of securities
subject to each outstanding Award, granting new Awards to
Participants, and making a cash payment to Participants. The
adjustments provided under this Section 6(a) will be
nondiscretionary and final and binding on the affected Participant
and the Company; provided that the Administrator will determine
whether an adjustment is equitable.
Annex A-2
(b)
Corporate
Transactions.
In the event of any dividend or other
distribution (whether in the form of cash, Common Stock, other
securities, or other property), reorganization, merger,
consolidation, combination, repurchase, recapitalization,
liquidation, dissolution, or sale, transfer, exchange or other
disposition of all or substantially all of the assets of the
Company, or sale or exchange of Common Stock or other securities of
the Company, Change in Control, issuance of warrants or other
rights to purchase Common Stock or other securities of the Company,
other similar corporate transaction or event, other unusual or
nonrecurring transaction or event affecting the Company or its
financial statements or any change in any Applicable Laws or
accounting principles, the Administrator, on such terms and
conditions as it deems appropriate, either by the terms of the
Award or by action taken prior to the occurrence of such
transaction or event (except that action to give effect to a change
in Applicable Law or accounting principles may be made within a
reasonable period of time after such change) and either
automatically or upon the Participant’s request, is hereby
authorized to take any one or more of the following actions
whenever the Administrator determines that such action is
appropriate in order to (x) prevent dilution or enlargement of the
benefits or potential benefits intended by the Company to be made
available under the Plan or with respect to any Award granted or
issued under the Plan, (y) to facilitate such transaction or event
or (z) give effect to such changes in Applicable Laws or accounting
principles:
(i)
To
provide for the cancellation of any such Award in exchange for
either an amount of cash or other property with a value equal to
the amount that could have been obtained upon the settlement of the
vested portion of such Award or realization of the
Participant’s rights under the vested portion of such Award,
as applicable; provided that, if the amount that could have been
obtained upon the settlement of the vested portion of such Award or
realization of the Participant’s rights, in any case, is
equal to or less than zero, then the Award may be terminated
without payment;
(ii)
To
provide that such Award shall vest and, to the extent applicable,
be exercisable as to all shares covered thereby, notwithstanding
anything to the contrary in the Plan or the provisions of such
Award;
(iii)
To provide that
such Award be assumed by the successor or survivor corporation, or
a parent or subsidiary thereof, or shall be substituted for by
awards covering the stock of the successor or survivor corporation,
or a parent or subsidiary thereof, with appropriate adjustments as
to the number and kind of shares, as determined by the
Administrator;
(iv)
To make adjustments in the number and type of shares of Common
Stock (or other securities or property) subject to outstanding
Awards and/or with respect to which Awards may be granted under the
Plan (including, but not limited to, adjustments of the limitations
in Section 4 hereof on the maximum number and kind of shares which
may be issued) and/or in the terms and conditions of, and the
criteria included in, outstanding Awards;
(v)
To
replace such Award with other rights or property selected by the
Administrator; and/or
(vi)
To provide that the Award will terminate and cannot vest or become
payable after the applicable event.
(c)
General.
Except
as expressly provided in the Plan or the Administrator’s
action under the Plan, no Participant will have any rights due to
any subdivision or consolidation of Shares of any class, dividend
payment, increase or decrease in the number of Shares of any class
or dissolution, liquidation, merger, or consolidation of the
Company or other corporation. Except as expressly provided with
respect to an Equity Restructuring under Section 6(a) above or the
Administrator’s action under the Plan, no issuance by the
Company of Shares of any class, or securities convertible into
Shares of any class, will affect, and no adjustment will be made
regarding, the number of Shares subject to an Award. The existence
of the Plan, any Award Agreements and the Awards granted hereunder
will not affect or restrict in any way the Company’s right or
power to make or authorize (i) any adjustment, recapitalization,
reorganization or other change in the Company’s capital
structure or its business, (ii) any merger, consolidation
dissolution or liquidation of the Company or sale of Company assets
or (iii) any sale or issuance of securities, including securities
with rights superior to those of the Shares or securities
convertible into or exchangeable for Shares. The Administrator may
treat Participants and Awards (or portions thereof) differently
under this Section 6.
Annex A-3
7.
General Provisions Applicable to Awards
.
(a)
Transferability.
Except
as the Administrator may determine or provide in an Award Agreement
or otherwise, Awards may not be sold, assigned, transferred,
pledged or otherwise encumbered, either voluntarily or by operation
of law, except by will or the laws of descent and distribution, or,
subject to the Administrator’s consent, pursuant to a
domestic relations order, and, during the life of the Participant,
will be exercisable only by the Participant. References to a
Participant, to the extent relevant in the context, will include
references to a Participant’s authorized transferee that the
Administrator specifically approves.
(b)
Documentation.
Each
Award will be evidenced in an Award Agreement, which may be written
or electronic, as the Administrator determines. Each Award may
contain terms and conditions in addition to those set forth in the
Plan.
(c)
Discretion.
Except
as the Plan otherwise provides, each Award may be made alone or in
addition or in relation to any other Award. The terms of each Award
to a Participant need not be identical, and the Administrator need
not treat Participants or Awards (or portions thereof)
uniformly.
(d)
Termination of
Status.
The Administrator will determine how the
disability, death, retirement, authorized leave of absence or any
other change or purported change in a Participant’s Service
Provider status affects an Award and the extent to which, and the
period during which, the Participant, the Participant’s legal
representative, conservator, guardian or Designated Beneficiary may
exercise rights under the Award, if applicable.
(e)
Withholding.
Each
Participant must pay the Company, or make provision satisfactory to
the Administrator for payment of, any taxes required by law to be
withheld in connection with such Participant’s Awards by the
date of the event creating the tax liability. Except as the Company
otherwise determines, all such payments will be made in cash or by
check made payable to the order of the Company. The Company or any
Subsidiary may, to the extent Applicable Laws permit, deduct an
amount sufficient to satisfy such tax obligations based on the
minimum statutory withholding rates from any payment of any kind
otherwise due to a Participant. Notwithstanding the foregoing,
Participants may satisfy such tax obligations (i) to the extent
permitted by the Administrator, in whole or in part by delivery of
Shares, including Shares retained from the Award creating the tax
obligation, valued at their fair market value, and (ii) if there is
a public market for Shares at the time the tax obligations are
satisfied (A) delivery (including telephonically to the extent
permitted by the Company) of an irrevocable and unconditional
undertaking by a broker acceptable to the Company to deliver
promptly to the Company sufficient funds to satisfy the tax
obligations, or (B) delivery by the Participant to the Company of a
copy of irrevocable and unconditional instructions to a broker
acceptable to the Company to deliver promptly to the Company cash
or a check sufficient to satisfy the tax withholding; provided that
such amount is paid to the Company at such time as may be required
by the Administrator. If any tax withholding obligation will be
satisfied under clause (i) of the immediately preceding sentence by
the Company’s retention of Shares from the Award creating the
tax obligation and there is a public market for Shares at the time
the tax obligation is satisfied, the Company may elect to instruct
any brokerage firm determined acceptable to the Company for such
purpose to sell on the applicable Participant’s behalf some
or all of the Shares retained and to remit the proceeds of the sale
to the Company or its designee, and each Participant’s
acceptance of an Award under the Plan will constitute the
Participant’s authorization to the Company and instruction
and authorization to such brokerage firm to complete the
transactions described in this sentence.
(f)
Amendment of
Award.
The Administrator may amend, modify or
terminate any outstanding Award, including by substituting another
Award of the same or a different type and changing the settlement
date. The Participant’s consent to such action will be
required unless (i) the action, taking into account any related
action, does not materially and adversely affect the
Participant’s rights under the Award, or (ii) the change is
permitted under Section 6 or pursuant to Section 8(f).
(g)
Conditions on
Delivery of Stock.
The Company will not be obligated
to deliver any Shares under the Plan or remove restrictions from
Shares previously delivered under the Plan until (i) all Award
conditions have been met or removed to the Company’s
satisfaction, (ii) as determined by the Company, all other legal
matters regarding the issuance and delivery of such Shares have
been satisfied, including any applicable securities laws and stock
exchange or stock market rules and regulations, and (iii) the
Participant has executed and delivered to the Company such
representations or agreements as the Administrator deems necessary
or appropriate to satisfy any Applicable Laws. The Company’s
inability to obtain authority from any regulatory body having
jurisdiction, which
Annex A-4
the Administrator determines is necessary to the lawful issuance
and sale of any securities, will relieve the Company of any
liability for failing to issue or sell such Shares as to which such
requisite authority has not been obtained.
(h)
Acceleration.
The
Administrator may at any time provide that any Award will become
immediately vested and fully or partially exercisable, free of some
or all restrictions or conditions, or otherwise fully or partially
realizable.
8.
Miscellaneous
.
(a)
No Right to
Employment or Other Status.
No person will have any
claim or right to be granted an Award, and the grant of an Award
will not be construed as giving a Participant the right to
continued employment or any other relationship with the Company or
any Subsidiary. The Company and its Subsidiaries expressly reserves
the right at any time to dismiss or otherwise terminate its
relationship with a Participant free from any liability or claim
under the Plan or any Award, except as expressly provided in an
Award Agreement.
(b)
No Rights as
Stockholder; Certificates.
Subject to the Award
Agreement, no Participant or Designated Beneficiary will have any
rights as a stockholder with respect to any Shares to be
distributed under an Award until becoming the record holder of such
Shares. Notwithstanding any other provision of the Plan, unless the
Administrator otherwise determines or Applicable Laws require, the
Company will not be required to deliver to any Participant
certificates evidencing Shares issued in connection with any Award
and instead such Shares may be recorded in the books of the Company
(or, as applicable, its transfer agent or stock plan
administrator). The Company may place legends on stock certificates
issued under the Plan or stop-transfer orders that the
Administrator deems necessary or appropriate to comply with
Applicable Laws.
(c)
Effective Date and
Term of Plan.
The Plan will become effective on the
date it is adopted by the Board (the “
Effective
Date
”), subject to approval of the Company’s
stockholders and subject to the execution of the Contribution
Agreement by the Company and Lindblad (the “
Execution
Date
”). No Award may be granted under the Plan before
the Execution Date or after ten years from the earlier of (i) the
Effective Date or (ii) the date the Company’s stockholders
approved the Plan, but Awards previously granted may extend beyond
that date in accordance with the Plan. If the Plan is not approved
by the Company’s stockholders within 12 months after the
Effective Date, it will not become effective and any Awards
previously granted under the Plan shall be cancelled without
consideration or payment therefor. In no event will any Shares be
issued to any Participant pursuant to an Award under the Plan
unless and until the Plan has been approved by the Company’s
stockholders.
(d)
Amendment of
Plan.
The Administrator may amend, suspend or
terminate the Plan at any time; provided that no amendment, other
than an increase to the Overall Share Limit, may materially and
adversely affect any Award outstanding at the time of such
amendment without the affected Participant’s consent. Awards
outstanding at the time of any Plan suspension or termination will
continue to be governed by the Plan and the Award Agreement, as in
effect before such suspension or termination. The Board will obtain
stockholder approval of any Plan amendment to the extent necessary
to comply with Applicable Laws.
(e)
Provisions for
Foreign Participants
. The Administrator may modify
Awards granted to Participants who are foreign nationals or
employed outside the United States or establish subplans or
procedures under the Plan to address differences in laws, rules,
regulations or customs of such foreign jurisdictions with respect
to tax, securities, currency, employee benefit or other
matters.
(f)
Section
409A
.
(i)
General
. The
Company intends that all Awards be structured to comply with, or be
exempt from, Section 409A, such that no adverse tax consequences,
interest, or penalties under Section 409A apply. Notwithstanding
anything in the Plan or any Award Agreement to the contrary, the
Administrator may, without a Participant’s consent, amend
this Plan or Awards, adopt policies and procedures, or take any
other actions (including amendments, policies, procedures and
retroactive actions) as are necessary or appropriate to preserve
the intended tax treatment of Awards, including any such actions
intended to (A) exempt this Plan or any Award from Section 409A, or
(B) comply with Section 409A, including regulations, guidance,
compliance programs and other interpretative authority that may be
issued after an Award’s grant date. The Company and its
Subsidiaries make no representations or warranties as to an
Award’s tax treatment under Section 409A or otherwise. The
Company and its Subsidiaries will have no obligation under this
Section 8(f) or otherwise to
Annex A-5
avoid the taxes, penalties or interest under Section 409A with
respect to any Award and will have no liability to any Participant
or any other person if any Award, compensation or other benefits
under the Plan are determined to constitute noncompliant
“nonqualified deferred compensation” subject to taxes,
penalties or interest under Section 409A.
(ii)
Separation from
Service
. If an Award constitutes “nonqualified
deferred compensation” under Section 409A, any payment or
settlement of such Award upon a termination of a
Participant’s Service Provider relationship will, to the
extent necessary to avoid taxes under Section 409A, be made only
upon the Participant’s “separation from service”
(within the meaning of Section 409A), whether such
“separation from service” occurs upon or after the
termination of the Participant’s Service Provider
relationship. For purposes of this Plan or any Award Agreement
relating to any such payments or benefits, references to a
“termination,” “termination of employment”
or like terms means a “separation from service.”
(iii)
Payments to Specified
Employees
. Notwithstanding any contrary provision in
the Plan or any Award Agreement, any payment(s) of
“nonqualified deferred compensation” required to be
made under an Award to a “specified employee” (as
defined under Section 409A and as the Administrator determines) due
to his or her “separation from service” will, to the
extent necessary to avoid taxes under Section 409A(a)(2)(B)(i) of
the Code, be delayed for the six-month period immediately following
such “separation from service” (or, if earlier, until
the specified employee’s death) and will instead be paid (as
set forth in the Award Agreement) on the day immediately following
such six-month period or as soon as administratively practicable
thereafter (without interest). Any payments of “nonqualified
deferred compensation” under such Award payable more than six
months following the Participant’s “separation from
service” will be paid at the time or times the payments are
otherwise scheduled to be made.
(g)
Limitations on
Liability
. Notwithstanding any other provisions of the
Plan, no individual acting as a director, officer, other employee
or agent of the Company or any Subsidiary will be liable to any
Participant, former Participant, spouse, beneficiary, or any other
person for any claim, loss, liability, or expense incurred in
connection with the Plan or any Award, and such individual will not
be personally liable with respect to the Plan because of any
contract or other instrument executed in his or her capacity as an
Administrator, director, officer, other employee or agent of the
Company or any Subsidiary. The Company will indemnify and hold
harmless each director, officer, other employee and agent of the
Company or any Subsidiary that has been or will be granted or
delegated any duty or power relating to the Plan’s
administration or interpretation, against any cost or expense
(including attorneys’ fees) or liability (including any sum
paid in settlement of a claim with the Administrator’s
approval) arising from any act or omission concerning this Plan
unless arising from such person’s own fraud or bad faith.
(h)
Lock-Up
Period
. The Company may, at the request of any
underwriter representative or otherwise, in connection with
registering the offering of any Company securities under the
Securities Act, prohibit Participants from, directly or indirectly,
selling or otherwise transferring any Shares or other Company
securities during a period of up to one hundred eighty days
following the effective date of a Company registration statement
filed under the Securities Act, or such longer period as determined
by the underwriter.
(i)
Data
Privacy
. As a condition for receiving any Award, each
Participant explicitly and unambiguously consents to the
collection, use and transfer, in electronic or other form, of
personal data as described in this paragraph by and among the
Company and its Subsidiaries and affiliates exclusively for
implementing, administering and managing the Participant’s
participation in the Plan. The Company and its Subsidiaries and
affiliates may hold certain personal information about a
Participant, including the Participant’s name, address and
telephone number; birthdate; social security, insurance number or
other identification number; salary; nationality; job title(s); any
Shares held in the Company or its Subsidiaries and affiliates; and
Award details, to implement, manage and administer the Plan and
Awards (the “
Data
”).
The Company and its Subsidiaries and affiliates may transfer the
Data amongst themselves as necessary to implement, administer and
manage a Participant’s participation in the Plan, and the
Company and its Subsidiaries and affiliates may transfer the Data
to third parties assisting the Company with Plan implementation,
administration and management. These recipients may be located in
the Participant’s country, or elsewhere, and the
Participant’s country may have different data privacy laws
and protections than the recipients’ country. By accepting an
Award, each Participant authorizes such recipients to receive,
possess, use, retain and transfer the Data, in electronic or other
form, to implement, administer and manage the
Participant’s
Annex A-6
participation in the Plan, including any required Data transfer to
a broker or other third party with whom the Company or the
Participant may elect to deposit any Shares. The Data related to a
Participant will be held only as long as necessary to implement,
administer, and manage the Participant’s participation in the
Plan. A Participant may, at any time, view the Data that the
Company holds regarding such Participant, request additional
information about the storage and processing of the Data regarding
such Participant, recommend any necessary corrections to the Data
regarding the Participant or refuse or withdraw the consents in
this Section 8(i) in writing, without cost, by contacting the local
human resources representative. The Company may cancel
Participant’s ability to participate in the Plan and, in the
Administrator’s discretion, the Participant may forfeit any
outstanding Awards if the Participant refuses or withdraws the
consents in this Section 8(i). For more information on the
consequences of refusing or withdrawing consent, Participants may
contact their local human resources representative.
(j)
Severability
. If
any portion of the Plan or any action taken under it is held
illegal or invalid for any reason, the illegality or invalidity
will not affect the remaining parts of the Plan, and the Plan will
be construed and enforced as if the illegal or invalid provisions
had been excluded, and the illegal or invalid action will be null
and void.
(k)
Governing
Documents
. If any contradiction occurs between the
Plan and any Award Agreement or other written agreement between a
Participant and the Company (or any Subsidiary) that the
Administrator has approved, the Plan will govern, unless it is
expressly specified in such Award Agreement or other written
document that a specific provision of the Plan will not apply.
(l)
Governing
Law
. The Plan and all Awards will be governed by and
interpreted in accordance with the laws of the State of Delaware,
disregarding any state’s choice-of-law principles requiring
the application of a jurisdiction’s laws other than the State
of Delaware.
(m)
Claw-back
Provisions
. All Awards (including any proceeds, gains
or other economic benefit the Participant actually or
constructively receives upon receipt of any Award or the receipt or
resale of any Shares underlying the Award) will be subject to any
Company claw-back policy, including any claw-back policy adopted to
comply with Applicable Laws (including the Dodd-Frank Wall Street
Reform and Consumer Protection Act and any rules or regulations
promulgated thereunder) as set forth in such claw-back policy or
the Award Agreement.
(n)
Titles and
Headings
. The titles and headings in the Plan are for
convenience of reference only and, if any conflict, the
Plan’s text, rather than such titles or headings, will
control.
(o)
Conformity to
Securities Laws
. Participant acknowledges that the
Plan is intended to conform to the extent necessary with Applicable
Laws. Notwithstanding anything herein to the contrary, the Plan and
all Awards will be administered only in conformance with Applicable
Laws. To the extent Applicable Laws permit, the Plan and all Award
Agreements will be deemed amended as necessary to conform to
Applicable Laws.
(p)
Relationship to Other
Benefits.
No payment under the Plan will be taken into
account in determining any benefits under any pension, retirement,
savings, profit sharing, group insurance, welfare or other benefit
plan of the Company or any Subsidiary except as expressly provided
in writing in such other plan or an agreement thereunder.
(q)
Broker-Assisted
Sales
. In the event of a broker-assisted sale of
Shares in connection with the payment of amounts owed by a
Participant under or with respect to the Plan or Awards, including
amounts to be paid under the final sentence of Section 7(e): (a)
any Shares to be sold through the broker-assisted sale will be sold
on the day the payment first becomes due, or as soon thereafter as
practicable; (b) such Shares may be sold as part of a block trade
with other Participants in the Plan in which all participants
receive an average price; (c) the applicable Participant will be
responsible for all broker’s fees and other costs of sale,
and by accepting an Award, each Participant agrees to indemnify and
hold the Company harmless from any losses, costs, damages, or
expenses relating to any such sale; (d) to the extent the Company
or its designee receives proceeds of such sale that exceed the
amount owed, the Company will pay such excess in cash to the
applicable Participant as soon as reasonably practicable; (e) the
Company and its designees are under no obligation to arrange for
such sale at any particular price; and (f) in the event the
proceeds of such sale are insufficient to satisfy the
Participant’s applicable obligation, the Participant may be
required to pay immediately upon demand to the Company or its
designee an amount in cash sufficient to satisfy any remaining
portion of the Participant’s obligation.
Annex A-7
9.
Definitions
.
As used in
the Plan, the following words and phrases will have the following
meanings:
(a)
“
Administrator
”
means the Committee. To the extent the Administrator is not the
Board, the Board hereby delegates all power and authority necessary
to carry out the intent and provisions of this Plan, subject only
to such limitations on delegation of authority as may apply under
Applicable Laws.
(b)
“
Applicable
Accounting Standards
” means the U.S. Generally
Accepted Accounting Principles, International Financial Reporting
Standards or other accounting principles or standards applicable to
the Company’s financial statements under U.S. federal
securities laws.
(c)
“
Applicable
Laws
” means the requirements relating to the
administration of incentive plans under U.S. federal and state
securities, tax and other applicable laws, rules and regulations,
the applicable rules of any stock exchange or quotation system on
which the Common Stock is listed or quoted and the applicable laws
and rules of any foreign country or other jurisdiction where Awards
are granted.
(d)
“
Award
”
means, individually or collectively, a grant under the Plan of
Restricted Stock, Restricted Stock Units or Other Stock or Cash
Based Awards.
(e)
“
Award
Agreement
” means a written agreement evidencing an
Award, which may be electronic, that contains such terms and
conditions as the Administrator determines, consistent with and
subject to the terms and conditions of the Plan.
(f)
“
Board
”
means the Board of Directors of the Company.
(g)
“
Change
in Control
” means and includes each of the
following:
(i)
A
transaction or series of transactions (other than an offering of
Common Stock to the general public through a registration statement
filed with the Securities and Exchange Commission or a transaction
or series of transactions that meets the requirements of clauses
(a) and (b) of subsection (iii) below) whereby any
“person” or related “group” of
“persons” (as such terms are used in Sections 13(d) and
14(d)(2) of the Exchange Act) (other than the Company, any of its
Subsidiaries, an employee benefit plan maintained by the Company or
any of its Subsidiaries or a “person” that, prior to
such transaction, directly or indirectly controls, is controlled
by, or is under common control with, the Company) directly or
indirectly acquires beneficial ownership (within the meaning of
Rule 13d-3 under the Exchange Act) of securities of the Company
possessing more than 50% of the total combined voting power of the
Company’s securities outstanding immediately after such
acquisition; or
(ii)
During
any period of two consecutive years, individuals who, at the
beginning of such period, constitute the Board together with any
new Director(s) (other than a Director designated by a person who
shall have entered into an agreement with the Company to effect a
transaction described in subsections (i) or (iii)) whose election
by the Board or nomination for election by the Company’s
stockholders was approved by a vote of at least two-thirds of the
Directors then still in office who either were Directors at the
beginning of the two-year period or whose election or nomination
for election was previously so approved, cease for any reason to
constitute a majority thereof; or
(iii)
The
consummation by the Company (whether directly involving the Company
or indirectly involving the Company through one or more
intermediaries) of (x) a merger, consolidation, reorganization, or
business combination (other than the Merger) or (y) a sale or other
disposition of all or substantially all of the Company’s
assets in any single transaction or series of related transactions
or (z) the acquisition of assets or stock of another entity, in
each case other than a transaction:
a.
which results in the Company’s voting securities outstanding
immediately before the transaction continuing to represent (either
by remaining outstanding or by being converted into voting
securities of the Company or the person that, as a result of the
transaction, controls, directly or indirectly, the Company or owns,
directly or indirectly, all or substantially all of the
Company’s assets or otherwise succeeds to the business of the
Company (the Company or such person, the “
Successor
Entity
”)) directly or indirectly, at least a majority
of the combined voting power of the Successor Entity’s
outstanding voting securities immediately after the transaction,
and
Annex A-8
b.
after which no person or group beneficially owns voting securities
representing 50% or more of the combined voting power of the
Successor Entity;
provided
,
however
, that no person
or group shall be treated for purposes of this clause (b) as
beneficially owning 50% or more of the combined voting power of the
Successor Entity solely as a result of the voting power held in the
Company prior to the consummation of the transaction.
Notwithstanding the foregoing, if a Change in Control constitutes a
payment event with respect to any Award (or portion of any Award)
that provides for the deferral of compensation that is subject to
Section 409A, to the extent required to avoid the imposition of
additional taxes under Section 409A, the transaction or event
described in subsection (i), (ii) or (iii) with respect to such
Award (or portion thereof) shall only constitute a Change in
Control for purposes of the payment timing of such Award if such
transaction also constitutes a “change in control
event,” as defined in Treasury Regulation Section
1.409A-3(i)(5).
The Administrator shall have full and final authority, which shall
be exercised in its discretion, to determine conclusively whether a
Change in Control has occurred pursuant to the above definition,
the date of the occurrence of such Change in Control and any
incidental matters relating thereto; provided that any exercise of
authority in conjunction with a determination of whether a Change
in Control is a “change in control event” as defined in
Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with
such regulation.
(h)
“
Code
”
means the Internal Revenue Code of 1986, as amended, and the
regulations issued thereunder.
(i)
“
Committee
”
means the Board or one or more committees or subcommittees of the
Board, which may include one or more Company directors or executive
officers, to the extent Applicable Laws permit, provided that,
except with respect to awards that are granted to a Participant who
is or may be subject to the provisions of Rule 16b-3, during the
period of time that Lindblad serves as a Company Director,
“
Committee
”
means a committee of the Board that consists of a single Director,
who shall be Lindblad. To the extent required to comply with the
provisions of Rule 16b-3, it is intended that each member of the
Committee will be, at the time the Committee takes any action with
respect to an Award that is subject to Rule 16b-3, a
“non-employee director” within the meaning of Rule
16b-3; however, a Committee member’s failure to qualify as a
“non-employee director” within the meaning of Rule
16b-3 will not invalidate any Award granted by the Committee that
is otherwise validly granted under the Plan.
(j)
“
Common
Stock
” means the common stock of the Company.
(k)
“
Company
”
means Lindblad Expeditions Holdings, Inc., a Delaware corporation,
or any successor.
(l)
“
Consultant
”
means any person, including any adviser, engaged by the Company or
its Subsidiary to render services to such entity if the consultant
or adviser: (i) renders
bona fide
services to the Company; (ii) renders services not in connection
with the offer or sale of securities in a capital-raising
transaction and does not directly or indirectly promote or maintain
a market for the Company’s securities; and (iii) is a natural
person.
(m)
“
Designated
Beneficiary
” means the beneficiary or beneficiaries
the Participant designates, in a manner the Administrator
determines, to receive amounts due or exercise the
Participant’s rights if the Participant dies or becomes
incapacitated. Without a Participant’s effective designation,
“Designated Beneficiary” will mean the
Participant’s estate.
(n)
“
Director
”
means a Board member.
(o)
“
Disability
”
means a permanent and total disability under Section 22(e)(3) of
the Code, as amended.
(p)
“
Dividend
Equivalents
” means a right granted to a Participant
under the Plan to receive the equivalent value (in cash or Shares)
of dividends paid on Shares.
(q)
“
Employee
”
means any employee of the Company or its Subsidiaries.
(r)
“
Equity
Restructuring
” means a nonreciprocal transaction
between the Company and its stockholders, such as a stock dividend,
stock split, spin-off or recapitalization through a large,
nonrecurring cash dividend, that affects the number or kind of
Shares (or other Company securities) or the share price of
Common
Annex A-9
Stock (or other Company securities) and causes a change in the per
share value of the Common Stock underlying outstanding Awards.
(s)
“
Exchange
Act
” means the Securities Exchange Act of 1934, as
amended.
(t)
“
Fair
Market Value
” means, as of any date, the value of
Common Stock determined as follows: (i) if the Common Stock is
listed on any established stock exchange, its Fair Market Value
will be the closing sales price for such Common Stock as quoted on
such exchange for such date, or if no sale occurred on such date,
the last day preceding such date during which a sale occurred, as
reported in The Wall Street Journal or another source the
Administrator deems reliable; (ii) if the Common Stock is not
traded on a stock exchange but is quoted on a national market or
other quotation system, the closing sales price on such date, or if
no sales occurred on such date, then on the last date preceding
such date during which a sale occurred, as reported in The Wall
Street Journal or another source the Administrator deems reliable;
or (iii) without an established market for the Common Stock, the
Administrator will determine the Fair Market Value in its
discretion.
(u)
“
Other
Stock or Cash Based Awards
” means cash awards, awards
of Shares, and other awards, which may be, but shall not be
required to be, valued wholly or partially by referring to, or are
otherwise based on, Shares or other property.
(v)
“
Overall
Share Limit
” means 1,000,000 Shares.
(w)
“
Participant
”
means a Service Provider who has been granted an Award.
(x)
“
Plan
”
means this 2016 CEO Share Allocation Plan.
(y)
“
Restricted
Stock
” means Shares awarded to a Participant under
Section 5 subject to certain vesting conditions and other
restrictions.
(z)
“
Restricted
Stock Unit
” means an unfunded, unsecured right to
receive, on the applicable settlement date, one Share or an amount
in cash or other consideration determined by the Administrator to
be of equal value as of such settlement date, subject to certain
vesting conditions and other restrictions.
(aa)
“
Rule
16b-3
” means Rule 16b-3 promulgated under the Exchange
Act.
(bb)
“
Section
409A
” means Section 409A of the Code and all
regulations, guidance, compliance programs and other interpretative
authority thereunder.
(cc)
“
Securities
Act
” means the Securities Act of 1933, as amended.
(dd)
“
Service
Provider
” means an Employee or Consultant.
(ee)
“
Shares
”
means shares of Common Stock.
(ff)
“
Subsidiary
”
means any entity (other than the Company), whether domestic or
foreign, in an unbroken chain of entities beginning with the
Company if each of the entities other than the last entity in the
unbroken chain beneficially owns, at the time of the determination,
securities or interests representing at least 50% of the total
combined voting power of all classes of securities or interests in
one of the other entities in such chain.
* * *
Annex A-10