Spire
Inc.
2016 Notice of Annual Meeting
13
Table of Contents
|
BlackRock Advisors (UK)
Limited
|
BlackRock Fund Advisors
|
|
BlackRock Advisors, LLC
|
BlackRock Institutional Trust Company,
N.A.
|
|
BlackRock Asset Management Canada
Limited
|
BlackRock Investment Management (Australia)
Limited
|
|
BlackRock Asset Management Ireland
Limited
|
BlackRock Investment Management (UK)
Limited
|
|
BlackRock Asset Management Schweiz AG
|
BlackRock Investment Management,
LLC
|
|
|
|
BlackRock Fund Advisors
is a subsidiary of BlackRock, Inc. and beneficially owns 5% or greater of
the outstanding shares of the Companys stock according to the report. No
other subsidiary included in the report owns 5% or greater of the
outstanding shares of the Companys stock according to the report.
|
|
|
(6)
|
Information provided as of December 31, 2015
in Schedule 13G filed on February 9, 2016 by Franklin Resources, Inc.
(FRI), Charles B. Johnson and Rupert H. Johnson, Jr., each of whom have
the following address: One Franklin Parkway, San Mateo, CA 94403-1906.
These shares are beneficially owned by one or more open or closed-end
investment companies or other managed accounts that are investment
management clients of investment managers that are direct and indirect
subsidiaries (collectively, the Investment Management Subsidiaries) of
FRI, including the following, none of which individually owns 5% or
greater of the Companys shares:
|
|
|
|
Franklin Advisory Services, LLC
|
Franklin Advisers, Inc.
|
|
Franklin Templeton Investment Management
Limited
|
|
|
Investment management
contracts grant to the Investment Management Subsidiaries investment
and/or voting power over the securities owned by such investment
management clients. Franklin Advisory Services, LLC has 1,440,000 shares
with sole voting power and 1,640,400 shares with sole investment power.
Franklin Advisers, Inc. has sole voting and sole investment power over
1,000,000 of the shares. Franklin Templeton Investment Management Limited
has sole voting and sole investment power over 6,095 of the shares. The
Schedule 13G indicates that there is neither shared voting power nor
shared investment power with respect to the shares reported on the
Schedule 13G. Charles B. Johnson and Rupert H. Johnson, Jr. (the
Principal Shareholders) each own in excess of 10% of the outstanding
common stock of FRI and are the principal shareholders of FRI. FRI, the
Principal Shareholders and each of the Investment Management Subsidiaries
disclaim any pecuniary interest or beneficial ownership in any of these
shares.
|
|
(7)
|
Information provided
as of December 31, 2015 in Schedule 13G/A filed on February 10, 2016 by
The Vanguard Group, Inc., whose address is 100 Vanguard Blvd., Malvern, PA
19355. The report indicates that it has 58,360 shares with sole voting
power, 3,153,646 shares with sole investment power, 2,600 shares with
shared voting power and 54,960 shares with shared investment power. The
subsidiaries in the report, none of which owns 5% or greater of the
Companys shares, were:
|
|
Vanguard Fiduciary Trust Company
|
Vanguard Investments Australia,
Ltd.
|
The following table sets forth
aggregate information regarding the Companys equity compensation plans as of
September 30, 2016.
Plan
category
|
Number
of securities to
be issued upon exercise
of outstanding
options,
warrants and rights
|
|
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))
|
|
(a)
|
|
(b)
|
|
(c)
|
Equity compensation plans approved
by
|
624,662
|
|
|
|
721,605
|
security holders
(1)
|
|
|
Equity compensation plans not approved
by
|
|
|
|
|
|
security holders
|
|
|
Total
|
624,662
|
|
|
|
721,605
|
|
|
(1)
|
Reflects the
Companys 2006 Equity Incentive Plan and 2015 Equity Incentive
Plan.
|
Information on the
above-referenced equity incentive plans is set forth in Note 3, Stock-based
Compensation, of the Notes to Financial Statements in the Companys annual
report on Form 10-K for fiscal year 2016.
14
Spire
Inc.
2016 Notice of Annual
Meeting
Table of Contents
Stock ownership guidelines and holding
requirements for non-employee Directors and executive
officers
|
To provide a direct link
between Director, executive officer and shareholder interests, the Company
adopted a stock ownership policy. The table below indicates the number of shares
Directors and executive officers are expected to own under the
policy.
Directors must retain 90% and
executive officers must retain 75% of the net shares awarded to them under
Company plans until they meet the stock ownership requirements. All Directors
and executive officers are currently in compliance with the stock ownership
policy.
Stock ownership
guidelines
Director
|
|
5x annual
cash
retainer
|
CEO
|
|
4x base salary
|
Executive Vice
Presidents
|
|
3x base salary
|
Senior Vice Presidents
|
|
2x base salary
|
All other officers
|
|
1x base
salary
|
Spire
Inc.
2016 Notice of Annual Meeting
15
Table of Contents
Board and
committee structure
Our Board currently consists
of eight Directors, seven of whom are independent. Under our Corporate
Governance Guidelines, the Chair may be an officer or may be an independent
member of the Board, at the discretion of the Board. The Board believes it
should be free to use its business judgment to determine what it believes is
best for the Company in light of all the circumstances. Mr. Glotzbach is
currently Chairman of the Board.
Ms. Sitherwood, as Chief
Executive Officer, focuses on setting the strategy for the Company, overseeing
daily operations, developing our leaders and promoting employee engagement
throughout the Company. As Chairman, Mr. Glotzbach leads the Board in the
performance of its duties by working with the Chief Executive Officer to
establish meeting agendas and content, engaging with the leadership team between
meetings and providing overall guidance as to the Boards views and
perspective.
During the 2016 fiscal year,
there were 7 meetings of our Board of Directors. All Directors attended 75% or
more of the aggregate number of meetings of the Board and applicable committee
meetings, and all Directors attended the last annual meeting of
shareholders.
The standing committees of the
Board of Directors include the Audit, Compensation, Corporate Governance and
Strategy Committees. During fiscal 2016, the Board voted to eliminate the
Investment Review Committee and assign its duties related to oversight of the
investments of the defined benefit qualified pension plans to the Compensation
Committee.
Audit
Committee
The Audit Committee assists
the Board of Directors in fulfilling the Boards oversight responsibilities with
respect to the quality and integrity of the financial statements, financial
reporting process and systems of internal controls. The Audit Committee also
assists the Board in monitoring the independence and performance of the
independent registered public accountant, the internal audit department and the
operation of ethics and compliance programs. At fiscal year end, the Audit
Committee members were Mr. Stupp as Audit Committee chair and Directors Fogarty,
Glotzbach, Newberry and Van Lokeren. All Audit Committee members were determined
by the Board to be independent and financially literate in accordance with the
New York Stock Exchange requirements. Mr. Stupp has been determined to be the
financial expert for the Audit Committee. The Audit Committee met five times in
fiscal year 2016.
Compensation
Committee
The Compensation Committee
assists the Board in the discharge of its responsibility relative to the
compensation of the Companys executives, reviews and makes recommendations to
the Board relative to the Companys incentive compensation and equity-based
plans, makes recommendations to the Board regarding Director compensation,
reviews managements risk assessment of the Companys compensation practices and
programs and assists the Board in the oversight of succession planning for
executive officers. The Committee also oversees the investments of the defined
benefit qualified pension plans. At fiscal year end, the Committee members, all
of whom were determined to be independent, were Directors Glotzbach (chair),
Borer, Stupp and Van Lokeren. The Committee met six times
16
Spire
Inc.
2016 Notice of Annual
Meeting
Table of Contents
in fiscal year 2016. There
are no Compensation Committee interlocks. The Committees retention of a
compensation consultant is discussed later in the Compensation Discussion and
Analysis.
Corporate Governance
Committee
The Corporate Governance
Committee considers and makes recommendations to the Board relative to corporate
governance and its Corporate Governance Guidelines, assists the Board in
identifying individuals qualified to become Board members and approves any
related-party transactions. The Committee also recommends committee appointments
to the full Board. At fiscal year end, the Committee members, all of whom were
determined to be independent, were Directors Van Lokeren (chair), Fogarty, Jones
and Newberry. The Committee met five times in fiscal year 2016.
Strategy
Committee
The Strategy Committee
oversees the Companys investment strategies, capital structure and financial
needs, including leverage, liquidity and funding sources and related matters in
the context of the corporate strategy. At fiscal year end, the Committee members
were Directors Borer (chair), Glotzbach, Jones, Sitherwood and Stupp. The
Committee met nine times in fiscal year 2016.
Risk
oversight
Management is responsible for
assessing and managing risk exposures on a day-to-day basis, and the Board is
responsible for overseeing the Companys risk management. In its oversight role,
the Board and its Committees ensure that the Company promotes a risk-aware
culture and decision-making process. Several of the Boards Committees assist
the Board in its risk oversight: the Audit Committee oversees the financial
reporting, cybersecurity and related risks; the Compensation Committee oversees
the compensation and pension plan funding risks; and the Strategy Committee
oversees
the risks related to the
Companys corporate development strategies, capital structure and financial
needs.
At the management level, the
Company has a disclosure committee that meets at least quarterly and oversees
the implementation of the enterprise risk management process and assists in
identifying, prioritizing and monitoring risks. Because of the use of
commodity-based derivatives by three of the Companys subsidiaries, there is
also a smaller risk committee that focuses on the risks and exposures in the
commodity-based derivatives markets.
Compensation risk
assessment
During the past year,
management conducted a risk assessment of its overall compensation program. This
risk assessment included consideration of the mix and amount of
compensation:
●
|
In cash and
equity;
|
●
|
With short-term and
long-term performance goals;
|
●
|
With individual,
business unit and corporate performance objectives;
and
|
●
|
Dependent on financial
and non-financial performance measurement.
|
The assessment also considered
the risk mitigation impact of stock ownership guidelines and retention
requirements, the use of multiple types of metrics, the caps set on incentive
compensation, the role of the Compensation Committee and its independent
consultant as well as the use of the Internal Audit department to assess
documentation of performance on the incentive-based metrics. Management
determined, and the Committee agreed, that the risks relative to the Companys
compensation policies and practices would not result in a material adverse
effect on the Company.
Spire
Inc.
2016 Notice of Annual Meeting
17
Table of Contents
Director
independence
The Board of Directors
believes that a majority of the Directors should be independent and determined
that the following members were independent: Borer, Fogarty, Glotzbach, Jones,
Newberry, Stupp and Van Lokeren. Ms. Sitherwood, Chief Executive Officer and
President, is the only non-independent member of the Board. In determining the
independence of Directors, the Board found that none of the Directors, other
than Ms. Sitherwood, has any material relationship with the Company other than
as a Director. In making these determinations, the Board considers all facts and
circumstances as well as certain prescribed standards of independence, which are
included with our Corporate Governance Guidelines in the Corporate Governance
portion of our website at www.SpireEnergy.com/Investors/Corporate-Governance.
The Director Independence Standards adopted by the Board largely reflect the New
York Stock Exchange standards, except the standards provide that the Board does
not consider material the provision of natural gas service to any Director or
immediate family member of the Director or Director-related company pursuant to
the tariffed rates of the Companys utilities.
The independent members of the
Board meet in executive session at least quarterly, which sessions are led by
Mr. Glotzbach, the current Chairman of the Board. Each quarter, the Chairman
solicits from other Board members topics for discussion in those sessions.
Topics include, from time to time, the performance of the Chief Executive
Officer, executive succession planning, executive compensation matters and the
Companys strategy.
All of the members of the
Audit, Compensation and Corporate Governance Committees are independent under
our Director Independence Standards as well as under the standards of the New
York Stock Exchange.
Corporate
governance documents
Our key corporate
governance documents include:
●
|
Corporate Governance
Guidelines;
|
●
|
Charters of each of the
Audit, Compensation and Corporate Governance
Committees;
|
●
|
Code of Business
Conduct;
|
●
|
Financial Code of
Ethics;
|
●
|
Related Party
Transaction Policy and Procedures;
|
●
|
Policy Regarding the
Approval of Independent Registered Public Accountant Provision of Audit
and Non-Audit Services; and
|
●
|
Director Independence Standards.
|
All of these documents, other
than the Policy Regarding the Approval of Independent Registered Public
Accountant Provision of Audit and Non-Audit Services, are available at
www.SpireEnergy.com/Investors/Corporate-Governance section, and a copy
of any of these documents will be sent to any shareholder upon
request.
Corporate governance
guidelines
The Board generally conducts
itself in accordance with its Corporate Governance Guidelines. The Guidelines,
among other matters, provide:
●
|
the independent Directors may elect a Lead
Director if there is no independent Chair;
|
●
|
the Corporate Governance Committee will review
with the Board, on an annual basis, the requisite skills, characteristics
and qualifications to be sought in new Board members as well as the
composition of the Board as a whole, including assessments of members
qualification as independent and consideration of diversity, age, skills
and experience in the context of the needs of the
Board;
|
18
Spire
Inc.
2016 Notice of Annual
Meeting
Table of Contents
●
|
a Director who retires, changes employment or
has any other significant change in his or her professional roles and
responsibilities must submit a written offer to resign from the Board; the
Corporate Governance Committee will then make a recommendation to the
Board regarding appropriate action, taking into account the circumstances
at that point in time;
|
|
|
●
|
Directors must limit
their service to a total of three boards of publicly traded companies
(including our Company) and should advise the Chairman of the Board and
the Corporate Governance Committee Chair before accepting an invitation to
serve on another public company board;
|
|
|
●
|
Directors are expected
to attend the annual shareholder meeting and meetings of the Board and the
committees on which they serve, and to spend the time needed and to meet
as frequently as necessary to properly discharge their responsibilities;
|
|
|
●
|
the Board and its
committees conduct annual assessments of their performance as well as
assessments of the performance of each individual Director whose term
expires at the next annual shareholder meeting who desires to stand for
re-election;
|
|
|
●
|
Directors have access to
executives of the Company;
|
|
|
●
|
the Board and each
committee have the ability to hire independent legal, financial or other
advisors as they may deem necessary, at the Companys expense, without
consulting or obtaining the approval of any officer of the Company; and
|
|
|
●
|
all new Directors
participate in the Companys orientation for new Directors, and Directors
are encouraged to attend educational
programs.
|
Related party
transaction policy and procedures
We have adopted a written
Related Party Transaction Policy and Procedures, which is used by our Corporate
Governance Committee to determine whether to pre-approve transactions involving
more than $100,000 with our Directors, executive officers, 5% or greater
shareholders, and their immediate family members. Based on its consideration of
all of the relevant facts and circumstances, the Committee will decide whether
or not to approve the transaction and will approve only those transactions that
it determines to be in the best interest of the Company. If the Company becomes
aware of an existing transaction with a related party that has not been approved
under the policy, the matter will be referred to the Committee. The Committee
will evaluate all options available including ratification, revision or
termination of such transaction. While the Committee generally reviews and
considers approval or ratification of related party transactions, the Board has
delegated to the Corporate Governance Committee Chair the authority to
pre-approve or ratify, as applicable, any related party transaction involving an
aggregate amount of less than $500,000. The policy also includes certain
transactions that are deemed pre-approved because they do not pose a significant
risk of a conflict of interest. Such pre-approved transactions include the
provision of natural gas service to any of the related parties by our utility
subsidiaries in accordance with their respective tariffed rates, transactions
entered into pursuant to the competitive bid process and those transactions at
such a level as not to be material to the Company or the related party. There
were no related party transactions in fiscal year 2016 requiring Committee
action.
Spire
Inc.
2016 Notice of Annual Meeting
19
Table of
Contents
Policy regarding the
approval of independent registered public accountant provision of audit and
non-audit services
Consistent with SEC
requirements regarding accountant independence, the Audit Committee recognizes
the importance of maintaining the independence, in fact and appearance, of our
independent registered public accountant. To this end, the Audit Committee
adopted a policy to pre-approve all audit and permissible non-audit services
provided by the independent accountant. Under the policy, the Committee or its
designated member must pre-approve services prior to commencement of the
specified service. Any pre-approvals by the designated member between meetings
will be reported to the Audit Committee at its next meeting. The requests for
pre-approval are submitted to the Audit Committee or its designated member, as
applicable, by both the independent accountant and the Companys Chief Financial
Officer or designee and must include (a) a written description of the services
to be provided in detail sufficient to enable the Audit Committee to make an
informed decision with regard to each proposed service and (b) a joint statement
as to whether, in their view, the request or application is consistent with the
SECs and Public Company Accounting Oversight Boards (PCAOB) rules on auditor
independence. The pre-approval fee levels are established and reviewed by the
Audit Committee periodically, primarily through a quarterly report provided to
the Audit Committee by management. Any proposed services exceeding these levels
require specific pre-approval by the Audit Committee.
Generally after review of the pre-approved
services incurred each quarter, the Audit Committee resets the pre-approval
dollar level.
At each regularly scheduled
Audit Committee meeting, the Audit Committee shall review the
following:
●
|
A report provided by management summarizing the
pre-approved services, or grouping of related services, including fees;
and
|
|
|
●
|
A listing of newly
pre-approved services since its last regularly scheduled
meeting.
|
Shareholder
nominee recommendations and nominee qualifications
Shareholders who wish to
recommend nominees to the Corporate Governance Committee should make their
submission to the Committee by September 27 preceding the annual meeting by
submitting it to:
Corporate Governance Committee
Chair
c/o Spire
Inc.
700 Market
Street
St. Louis, MO
63101
Attn: Corporate
Secretary
Candidates properly
recommended by shareholders will be evaluated by the Committee using the same
criteria as applied to other candidates. While there is no set of specific
criteria or policy on diversity for nominees, the Corporate Governance Committee
generally will consider the appropriate skills and characteristics needed in
light of the current make-up of the Board, including an assessment of the
experience, age, skills and characteristics represented on the Board. Generally,
the Committee looks for persons who evidence personal characteristics of the
highest personal and professional ethics, integrity and values; an inquiring and
independent mind and practical wisdom and mature judgment; and expertise that is
useful to the Company and complementary to the background and experience of
other Board members.
20
Spire
Inc.
2016 Notice of Annual
Meeting
Table of
Contents
Correspondence
with the Board
Those who desire to
communicate with the independent Directors should send correspondence addressed
to:
Chairman of the
Board
c/o Spire
Inc.
700 Market Street
St. Louis, MO
63101
Attn: Corporate
Secretary
All appropriate correspondence
is forwarded directly to the Chairman of the Board. The Company does not,
however, forward spam, sales, marketing or mass mailing materials; product or
service complaints or inquiries; new product or service suggestions; resumes and
other forms of job inquiries; or surveys. However, any filtered information is
available to any Director upon request.
Section 16(a) beneficial ownership reporting
compliance
|
Section 16(a) of the
Securities Exchange Act of 1934, as amended, requires our Directors and
executive officers to file reports of holdings and transactions in Spire Inc.
shares with the SEC
and the New York Stock
Exchange. Based on our records and information, in fiscal year 2016 our
Directors and executive officers met all applicable SEC reporting
requirements.
The Audit Committee of the
Board of Directors is composed of five Directors who are independent as required
by and in compliance with the applicable listing standards of the New York Stock
Exchange and the rules of the Securities and Exchange Commission. The names of
the Committee members as of the date of this proxy statement appear at the end
of this report. The Committee operates under a written charter.
The primary function of the
Audit Committee is oversight. Management is responsible for the preparation,
presentation and integrity of the Companys financial statements. Management is
also responsible for maintaining appropriate accounting and financial reporting
practices and policies; for establishing internal controls and procedures
designed to provide reasonable assurance that the Company is in compliance with
accounting standards and applicable laws and regulations; and for assessing the
effectiveness of the Companys internal control over financial
reporting.
Deloitte & Touche LLP
(Deloitte), the Companys independent registered public accounting firm, is
responsible for planning and performing an independent audit of the financial
statements in accordance with the standards of the Public Company Accounting
Oversight Board and to issue reports expressing an opinion, based on its audit
(i) as to the conformity of the audited financial statements with generally
accepted accounting principles and (ii) on the effectiveness of the Companys
internal control over financial reporting. The Committee is responsible for the
appointment, compensation and oversight of Deloitte.
In fulfilling its oversight
responsibilities, the Committee reviewed and discussed the audited financial
statements in the Companys 2016 Annual Report on Form 10-K with management and
Deloitte, which included a discussion of the critical accounting policies and
practices used by the Company. The Committee also discussed with Deloitte the
matters required to be discussed under the applicable Public Company Accounting
Oversight Board standards.
Spire
Inc.
2016 Notice of Annual Meeting
21
Table of
Contents
Deloitte has provided the
Committee with the written disclosures and letter required by the applicable
requirements of the Public Company Accounting Oversight Board regarding the
independent registered public accounting firms communications with the Audit
Committee concerning independence, and has discussed with Deloitte its
independence.
Based on the reviews and
discussions referred to above, the Committee recommended to the Board of
Directors that the audited financial
statements referred to above
be included in the Annual Report on Form 10-K for the year ended September 30,
2016.
Audit
Committee
John P. Stupp Jr.,
Chairperson
Maria V. Fogarty
Edward L. Glotzbach
Brenda D.
Newberry
Mary Ann Van Lokeren
Fees of independent registered public
accountant
|
The following table displays
the aggregate fees for professional audit services for the audit of the
financial statements for the fiscal years ended September 30, 2016 and 2015, and
fees incurred for other services during those periods by the Companys
independent registered public accounting firm, Deloitte & Touche
LLP.
|
2016
|
|
2015
|
Audit fees
|
$
|
2,225,000
|
|
$
|
1,775,000
|
Audit-related fees
(1)
|
|
130,300
|
|
|
70,950
|
Tax
fees
(2)
|
|
35,000
|
|
|
52,600
|
All other fees
(3)
|
|
2,000
|
|
|
2,500
|
Total
|
$
|
2,392,300
|
|
$
|
1,901,050
|
(1)
|
Audit-related fees
consisted of comfort letters, consents for registration statements, work
paper reviews and audit consulting.
|
|
|
(2)
|
Tax fees include
assistance with tax planning, compliance and reporting.
|
|
(3)
|
All other fees
consisted of an annual subscription for the accounting technical
library.
|
The total fees for fiscal 2016
were higher than 2015. The Audit Fee increased due to the addition of a
statutory audit for Mobile Gas Service Corporation and incremental audit work
related to the acquisition of EnergySouth, Inc. including the issuance of
equity. Tax fees decreased as the tax consulting in 2016 consisted primarily of
only the review of the Spire Inc. consolidated tax return. The Audit Committee
pre-approved all of the fees for fiscal years 2016 and 2015. The Policy
Regarding the Approval of Independent Registered Public Accountant Provision of
Audit and Non-Audit Services is described earlier in this proxy
statement.
The Compensation Committee
periodically reviews Director compensation relative to data of the Companys
comparator group provided by the Committees independent consultant, which was
Frederic W. Cook & Co., Inc. during
fiscal 2016. The basic
retainers and fees payable in fiscal year 2016 are set forth below. No retainers
or fees are paid to Directors who are executives or employees of the Company and
its subsidiaries.
22
Spire
Inc.
2016 Notice of Annual
Meeting
Table of
Contents
Board and
committee fees and retainers
Annual cash Board retainer
|
|
$
|
85,000
|
Chairman of the Board annual retainer
|
|
|
75,000
|
Audit Committee chair annual retainer
|
|
|
15,000
|
Compensation Committee chair annual
retainer
|
|
|
10,000
|
Corporate Governance Committee chair annual
retainer
|
|
|
10,000
|
Other Committee chair annual retainer
|
|
|
6,000
|
Annual stock Board retainer
|
|
|
100,000
|
The amount and form of the
annual Board retainer are fixed from time to time by vote of the Board. For
2016, the annual retainer was $185,000, of which $85,000 was payable in cash and
$100,000 was payable in shares of our common stock. The number of shares is
determined by dividing $100,000 by the average closing stock price of our common
stock during the 30-day period preceding the grant date and rounding to the
nearest ten shares. Additionally, beginning February 1, 2016, Board members were
to receive a per-meeting fee for each Board meeting in excess of seven and a
per-meeting fee for each committee meeting in excess of six. For purposes of
calculating whether the threshold had been surpassed, meetings held by telephone
counted as half-meetings. At its October meeting, the Board voted to eliminate
this per-meeting fee effective immediately.
Neither the Board nor any of
its committees surpassed the applicable meeting threshold, so no Directors were
paid any additional meeting fees. The table below discloses the compensation
paid or earned by all those who served as Company Directors in fiscal year 2016.
Not included in the table is the retirement plan for non-employee Directors in
which participation and benefits have been frozen since November 1, 2002. Under
that plan, a non-employee Director who had at least five years of service as a
Director as of November 1, 2002, qualified for an annual payment after
retirement in an amount equal to the Board retainer at November 1, 2002
($18,000) with such payments being made for the longer of 10 years or life. The
only current Director eligible for benefits under the plan is Ms. Van
Lokeren.
Name
|
|
Fees
earned
or paid in cash
|
|
Stock awards
|
(1)
|
Nonqualified deferred
compensation
earnings
|
(3)
|
Total
|
Borer
|
|
$
|
98,500
|
|
$
|
107,687
|
|
$
|
10,213
|
|
$
|
216,400
|
Fogarty
|
|
|
89,500
|
|
|
107,687
|
|
|
4,236
|
|
|
201,423
|
Glotzbach
|
|
|
178,000
|
|
|
107,687
|
|
|
79,142
|
|
|
364,829
|
Jones
|
|
|
63,750
|
|
|
110,475
|
|
|
|
|
|
174,225
|
Leness
(2)
|
|
|
33,333
|
|
|
|
|
|
|
|
|
33,333
|
Maritz
|
|
|
69,333
|
|
|
107,687
|
|
|
16,796
|
|
|
193,816
|
Newberry
|
|
|
97,500
|
|
|
107,687
|
|
|
5,827
|
|
|
211,014
|
Stupp Jr.
|
|
|
108,500
|
|
|
107,687
|
|
|
|
|
|
216,187
|
Van Lokeren
|
|
|
103,000
|
|
|
107,687
|
|
|
91,576
|
|
|
302,263
|
(1)
|
Amounts calculated
are the grant date fair value of awards granted during the fiscal year
using the provisions of Financial Accounting Standards Board Accounting
Standards Codification Topic 718, Compensation-Stock Compensation (FASB
ASC Topic 718), except that these amounts are exclusive of the estimate
of forfeitures. See Stock-Based Compensation note to the consolidated
financial statements in the Companys annual report on Form 10-K for the
year ended September 30, 2016 for a discussion regarding the manner in
which the fair value of these awards are calculated, including assumptions
used.
|
|
|
(2)
|
Mr. Leness retired
immediately following the annual shareholder meeting on January 28,
2016.
|
Spire
Inc.
2016 Notice of Annual Meeting
23
Table of
Contents
|
The table below provides
more details relative to the restricted stock awards made under the
Restricted Stock Plans for Non-Employee Directors and the 2015 Equity
Incentive Plan that have not yet vested:
|
|
Name
|
No. of shares awarded
in fiscal
year 2016
|
|
Aggregate no. of shares
awarded
and not vested at 2016 fiscal year end
|
|
Borer
|
1,690
|
|
|
|
Fogarty
|
1,690
|
|
|
|
Glotzbach
|
1,690
|
|
5,275
|
|
Jones
|
1,690
|
|
|
|
Leness
|
|
|
|
|
Maritz
|
1,690
|
|
|
|
Newberry
|
1,690
|
|
8,950
|
|
Stupp Jr.
|
1,690
|
|
5,275
|
|
Van Lokeren
|
1,690
|
|
|
|
|
|
The February 2016
grants of 1,690 restricted shares under the 2015 Equity Incentive Plan had
a six-month vesting requirement and vested on August 1, 2016 for all
Directors except for Mr. Jones, whose shares were granted on February 22,
2016 when he joined the Board and vested on August 22, 2016.
|
|
|
(3)
|
Represents
above-market earnings in fiscal year 2016 on deferrals of fees and
retainers by participating Directors in the Deferred Income
Plans.
|
Stock awards to Directors were
made under the Companys Restricted Stock Plan for Non-Employee Directors,
amended and approved by shareholders in January 2009, until February 1, 2012.
Under these awards, participants receive cash dividends on the Companys common
stock and may vote the shares awarded even while the shares are restricted, but
the restricted shares may not be sold, pledged or
otherwise transferred, except
in accordance with the terms of the plan. Director Van Lokeren is fully vested
in her awards under the plan, and Glotzbach and Stupp are half vested in their
respective awards under the plan. The table below shows the vesting schedule for
the remainder of Glotzbachs and Stupps shares and all of Newberrys
shares.
Name
|
Half of plan shares
vest
|
|
All of plan shares
vest
|
Glotzbach
|
|
|
Annual Meeting January 2017
|
Newberry
|
On 65
th
birthday in 2018
|
|
Annual Meeting January 2019
|
Stupp Jr.
|
|
|
Annual Meeting January
2017
|
At the January 2012 annual
meeting, shareholders approved amending the 2006 Equity Incentive Plan to allow
Directors to be eligible participants, and no further grants have been or will
be made under the Restricted Stock Plan for Non-Employee
Directors.
The Directors are eligible to
participate under the 2015 Equity Incentive Plan. As noted above, currently each
non-employee Director is awarded an annual fixed-value stock grant in the amount
of $100,000.
24
Spire
Inc.
2016 Notice of Annual
Meeting
Table of Contents
Executive compensation
Compensation Discussion and Analysis (CD&A)
Fiscal year 2016 Executive
summary
|
For the fiscal year ended
September 30, 2016, the Company reported an increase in consolidated net income
to $144.2 million from $136.9 million for fiscal year
2015. Net
economic earnings for 2016 were $149.1 million, up from $138.3 million
for fiscal year
2015.
Net
income and earnings per share
are determined in accordance with accounting principles generally accepted in
the United States of America (GAAP). The increases from 2015 to 2016 were
driven by results for the Gas Utility segment, including lower operating
expenses.The Gas Marketing segment also reported improved performance from last
year, reflecting higher volumes.
The Compensation Committee
(Committee) believes that the actions taken by the Companys CEO and
management team throughout fiscal year 2016 positively impacted the Companys
results and positioned the Company for continued success.
The following graph evidences
the Companys commitment to the pay-for-performance philosophy as it compares
the Companys basic net economic earnings per share to the Annual Incentive Plan
(AIP) amounts earned by the named executive officers (NEOs). Given that Mr.
Lindsey began with the Company on October 1, 2012 and Mr. Dowdy began with the
Company on January 1, 2014, and Mr. Rasche first became the Chief Financial
Officer and thus an NEO for fiscal year 2014 on October 1, 2013, the graph
excludes their AIP amounts for the performance periods prior to such dates.
However, the graph reflects AIP amounts for each NEOs predecessor, where
applicable. Basic net economic earnings per share is the key metric used to
determine funding under the Companys AIP in 2016. The earnings in the graph are
based on operations for the respective years reflected in the graph. Further
explanation of net economic earnings is provided on
page 34
of this proxy
statement.
Spire
Inc.
2016 Notice of Annual Meeting
25
Table
of Contents
Basic Net
Economic EPS Compared to NEOs Annual Incentive Award
The Company also emphasizes
pay for performance by placing a majority of the executives target total direct
compensation (TTDC) at risk through the annual and equity incentive plans.
TTDC includes the base salary at the end of fiscal year 2016, the 2016 target
AIP opportunity, and the market value (target shares multiplied by grant date
stock price) of the 2015 Equity Incentive Plan
(EIP) awards made during
fiscal year 2016. Further, the largest proportion of incentive pay, which is
represented by the equity incentive award, focuses on long-term performance. The
following graph shows the mix of fixed (base pay) and at-risk
pay.
26
Spire
Inc.
2016 Notice of Annual Meeting
Table of
Contents
Fiscal 2016 TTDC
Components
The Committee regularly
reviews the Companys compensation practices.The following illustrates the
Companys governance around executive compensation:
●
|
Executive
annual incentive awards are capped at 150% of target.
|
|
|
●
|
The
performance multiplier for the performance shares granted under the EIP is
capped at 165% for grants that vested in fiscal year 2016.
|
|
|
●
|
For equity grants made in fiscal year 2016,
strong competitive results are emphasized through the opportunity for a
200% performance multiplier for the total shareholder return component of
the EIP if the Company ranks at the top of its peers. Similarly, there is
an opportunity for a 200% performance multiplier for the net economic
earnings component of the EIP.
|
|
|
●
|
A majority
of long-term incentive compensation (shares and value) is
performance-contingent.
|
●
|
Non-vested
equity awards are not accelerated after a change in control unless the
executive is terminated or the award is not assumed or substituted by the
successor company (i.e., double trigger).
|
|
|
●
|
The Company
sponsors an Executive Severance Plan to standardize future severance
benefits, limit benefit triggers to termination by the Company without
cause or the participants termination of his or her employment with the
Company for good reason, and shorten the time period (relative to the
original Management Continuity Protection Plan) after the occurrence of a
change in control when such benefits may be triggered.
|
|
|
●
|
The Company
does not enter into employment agreements or provide for excise tax
gross-ups.
|
|
|
●
|
The
supplemental pension plans are traditional plans that cover the
compensation not included in the qualified pension plan due solely to tax
limitations, and do not otherwise factor in additional compensation or
additional years of service.
|
Spire
Inc.
2016 Notice of Annual Meeting
27
Table of Contents
●
|
Executives and directors
are subject to stock ownership guidelines and retention requirements.
|
●
|
Dividends are not paid
on performance-
contingent awards prior to
vesting.
|
●
|
The recoupment policy applies to all
executive officers for performance-contingent awards made under the AIP
and
EIP commencing with fiscal
year 2013.
|
●
|
The Companys policy generally prohibits
hedging or pledging of
stock.
|
Executive
compensation in fiscal year 2016
Compensation overview and
philosophy
|
The Committee establishes
the executive compensation philosophy and assists the Board in the development
and oversight of all aspects of executive compensation.
Our pay-for-performance
compensation philosophy promotes our corporate strategy and creates shareholder
value, while remaining equitable for the Company, its executives and its
shareholders. The Committee believes that its compensation practices reflect a
responsible pay-for-performance culture. The Committee seeks to deliver a total
compensation package that balances short-term and longer-term compensation
opportunities to ensure that the Company meets short-term objectives while
continuing to produce value for its shareholders over the long term.
The Committee also promotes a
competitive compensation program so as to attract, motivate and retain key
executives. Each year it reviews the Companys pay program for its executive
officers to evaluate the total
compensation in relation to
the Companys peer group. The Companys compensation philosophy is to target
total compensation in the median range of its peer comparator data, with actual
pay dependent on Company results and individual performance and
experience.
The Committee considered the
results of the advisory say-on-pay proposal in January 2014 when making
compensation decisions. A vast majority (95%) of the shares voted approved the
compensation program described in the Companys proxy statement. The considered
judgment of the Committee, which included taking into account the support from
the shareholder vote, was that no significant changes to the executive
compensation program were warranted.
In addition to the advisory
say-on-pay proposal to be considered in January 2017, the Committee is also
recommending a shareholder vote on seeking advisory approval on compensation of
executive officers every year.
Roles in executive
compensation
|
The Committee implements
and administers the Companys compensation philosophy and engages an independent
compensation consultant to provide market reference perspective and to serve as
an advisor. The compensation consultant serves at the request of, and reports
directly to, the Committee, and does not perform other services for the Company.
The Committee
determined that the
compensation consultant is independent, and its work has not raised any
conflicts of interest.
While the Committee receives
advice on executive compensation from its compensation consultant, the Committee
and the Board retain all decision-making authority to ensure that the decisions
reflect the Companys pay-for-performance philosophy.
28
Spire
Inc.
2016 Notice of Annual
Meeting
Table of Contents
The Committee engaged
Frederic W. Cook & Co. (Cook) as its compensation consultant for fiscal
year 2016.
In accordance with its
responsibilities in maintaining the Companys executive compensation programs,
the Committee periodically reviews its outside advisors and determines if a
change would be appropriate. After working with Cook for several years, during
fiscal year 2016, the Committee met with several other compensation consulting
firms as part of its review. After considering
the services offered by
several firms, the Committee elected to engage Semler Brossy Consulting Group
LLC (Semler Brossy) as its independent compensation consultant for fiscal year
2017. After being engaged for fiscal year 2017, Semler Brossy also provided
guidance on market data for certain fiscal year 2016 compensation decisions.
The table below outlines the
roles and responsibilities of the various parties in determining and deciding
executive compensation.
Party
|
|
Roles and
responsibilities
|
Compensation
Committee
|
|
●
|
Reviews and approves a
compensation philosophy/policy with respect to executive officer
compensation
|
|
●
|
Reviews and approves on
an annual basis the evaluation process and compensation structure for the
Companys officers
|
|
●
|
Reviews and recommends
to the Board on an annual basis the corporate goals and objectives for the
CEOs performance and assists the Board in evaluating the CEOs
performance in light of those goals and objectives and then sets the CEOs
current compensation, including salary, and short-term and long-term
compensation
|
|
|
●
|
Reviews and approves on
an annual basis the corporate goals and objectives for the executive
officers performance and evaluates the performance of the Companys
executive officers and approves the annual compensation, including salary,
and short-term and long-term compensation, for such executive officers
|
|
|
●
|
Administers and makes
recommendations to the Board regarding cash and equity-based incentive
plans
|
|
|
●
|
Reviews compensation
risk assessment of the Companys compensation policies and practices
|
|
|
●
|
Oversees the development
of executive succession plans and assists the Board in developing and
evaluating potential candidates for executive positions
|
Independent
compensation consultant
|
|
●
|
Advises the Committee on
performance metrics and linkage between pay and performance
|
|
●
|
Keeps the Committee
informed of current industry and market trends
|
|
|
●
|
Makes recommendations to
the Committee on companies to consider as a comparator group
|
|
|
●
|
Presents findings
relative to the competitiveness of the Companys executive compensation
|
|
|
●
|
Develops a risk
assessment of the Companys executive compensation
|
Independent
members
of Board
|
|
●
|
Approves compensation of
the CEO
|
Spire
Inc.
2016 Notice of Annual Meeting
29
Table of Contents
CEO
|
|
●
|
Evaluates the
performance of all Company executive officers
|
|
●
|
Recommends base salary
adjustments for those officers
|
|
●
|
Recommends promotions,
as appropriate
|
|
|
●
|
Recommends awards under
the AIP based on each executive officers performance
|
|
|
●
|
Recommends equity grants
under the EIP to those officers, based on each officers strategic role in
executing the corporate strategy to build long-term shareholder value
|
Other members
of
management
|
|
●
|
Human Resources
provides analyses, compensation data and information to the Committee and
the independent compensation consultant to facilitate the Committees
review of compensation
|
|
●
|
CFO provides reports
on financial performance relative to the metrics included in the incentive
programs as well as the financial impact of compensation decisions
|
|
|
●
|
Internal Audit
provides the results of its audit of performance relative to the metrics
|
Our named executive
officers
|
The Companys NEOs for fiscal
year 2016 consisted of the following individuals:
Suzanne Sitherwood
|
|
President and Chief Executive
Officer
|
Steven P. Rasche
|
|
Executive Vice President, Chief Financial
Officer
|
Steven L. Lindsey
|
|
Executive Vice President, Chief Operating
Officer of Distribution Operations
|
Mark C. Darrell
|
|
Senior Vice President, General Counsel and
Chief Compliance Officer
|
L. Craig Dowdy*
|
|
Senior Vice President, External Affairs,
Corporate Communications and Marketing
|
*Mr. Dowdy has resigned from
the Company effective December 31, 2016 and thus will not be an NEO for fiscal
year 2017.
Compensation comparator
group
|
Each year the Committee
evaluates a number of factors when determining executive compensation levels to
help ensure that pay opportunities being delivered to our executive officers are
competitive with labor markets in which the Company competes for talent,
including market data from surveys and other publicly available sources. While
the Committee reviews the data to see how the Companys executive compensation
levels compare to the median range of the Companys comparator group, decisions
are not guided solely by such data as the Committees focus is to make
compensation decisions uniquely appropriate for the Company and the individual
executive officer.
If any meaningful deviations
from the market data are identified, the Committee reviews further to ensure
that there is a rationale to support its decisions or considers appropriate
steps to address such deviations.
To assist the Committee in its
annual market review of executive officer compensation, the independent
compensation consultant prepares an analysis of the market competitiveness of
compensation for each executive officer. The independent compensation
consultants analysis includes a combination of survey and peer company pay
information to establish competitive market rates for base salary and annual and
long-term incentives for the executive officer positions to ensure our
competitive market data is robust, reliable and objective on an ongoing basis.
In making compensation decisions, the Committee uses:
30
Spire
Inc.
2016 Notice of Annual
Meeting
Table of Contents
●
|
Third-party survey data
from multiple databases, including an energy/utility industry database,
which provides an additional market reference for consideration; and
|
●
|
Peer company data, which
provides information regarding the pay levels and compensation programs at
the companies competing in our industry, with whom we compete for
executive talent.
|
Of the sources listed above,
the Committee places more emphasis on our direct comparator group and broader
energy/utility industry sources.
The data sources are
proprietary third-party surveys, and the specific identity of respondents for
any given position is not provided to the Company. Because of the large variance
in size among participating companies within the third-party surveys, the
independent compensation consultant conducts
analyses, including
regression, to adjust the compensation data for differences in revenue and size.
These adjustments are necessary to allow for appropriate size comparisons
between our Company and the participating companies in the third-party surveys.
For each executive, the
Committee considers a target total compensation to determine if there is
sufficient compensation to retain and motivate the executive. If adjustments are
needed to create greater alignment with the Companys compensation philosophy
stated earlier in this CD&A, or to reflect unique circumstances at the
Company, the Committee evaluates each component of TTDC (base salary, short-term
incentive and long-term incentive targets) to determine where such adjustments
may be required. In addition, the Committee considers other subjective factors
in its compensation decisions, such as individual performance, experience,
future potential and expertise.
Spire
Inc.
2016 Notice of Annual Meeting
31
Table of Contents
Total Shareholder Return (TSR) peer
group
|
Annually, the independent
compensation consultant reviews the peer group members and recommends a group
composition to assure industry-appropriateness, business size and changes
necessitated due to acquisitions and divestitures. The table below shows our
peers for fiscal year 2016, as well as a comparison of peer group members for
fiscal years 2014-2017. Last year, the Committee added NiSource Inc. to the list
of peer companies for the relative TSR component of
the performance factors for
the 2016 grant of performance-contingent restricted stock units. The addition of
NiSource does not impact performance grants made in and prior to fiscal year
2015. For fiscal year 2017, Alliant Energy and Northwestern Corp. were added to
the list of peer companies, and there were several companies removed due to
acquisitions and company size. These changes to the peer group do not impact
performance grants made in and prior to fiscal year 2016.
FY14
|
FY15
|
FY16
|
FY17
|
AGL Resources Inc.
|
AGL Resources Inc.
|
AGL Resources Inc.
|
|
|
|
|
Alliant Energy Corp.
|
Atmos Energy Corp.
|
Atmos Energy Corp.
|
Atmos Energy Corp.
|
Atmos Energy Corp.
|
Avista Corp.
|
Avista Corp.
|
Avista Corp.
|
Avista Corp.
|
Black Hills Corp.
|
Black Hills Corp.
|
Black Hills Corp.
|
Black Hills Corp.
|
Chesapeake Utilities
Corp.
|
Chesapeake Utilities
Corp.
|
Chesapeake Utilities
Corp.
|
|
New Jersey Resources
Corp.
|
New Jersey Resources
Corp.
|
New Jersey Resources
Corp.
|
New
Jersey Resources Corp.
|
|
|
NiSource Inc.
|
NiSource Inc.
|
Northwest Natural Gas
Co.
|
Northwest Natural Gas
Co.
|
Northwest Natural Gas
Co.
|
Northwest Natural Gas Co.
|
|
|
|
Northwestern Corp.
|
|
One Gas, Inc.
|
One Gas, Inc.
|
One
Gas, Inc.
|
Piedmont Natural Gas
Co.,
|
Piedmont Natural Gas
Co.,
|
Piedmont Natural Gas
Co.,
|
|
Inc.
|
Inc.
|
Inc.
|
|
South Jersey Industries,
Inc.
|
South Jersey Industries,
Inc.
|
South Jersey Industries,
Inc.
|
South Jersey Industries, Inc.
|
Southwest Gas Corp.
|
Southwest Gas Corp.
|
Southwest Gas Corp.
|
Southwest Gas Corp.
|
Vectren Corp.
|
Vectren Corp.
|
Vectren Corp.
|
Vectren Corp.
|
WGL
Holdings, Inc.
|
WGL
Holdings, Inc.
|
WGL
Holdings, Inc.
|
WGL Holdings,
Inc.
|
32
Spire
Inc.
2016 Notice of Annual
Meeting
Table of Contents
Components of executive compensation
|
The table below provides the
components and purposes of the Companys executive compensation.
Base salary
|
|
●
|
Fixed portion
of annual compensation
|
|
●
|
Designed to attract and
retain key executive talent and to reward leadership effectiveness
|
|
●
|
Based on factors deemed
relevant by the Company including:
|
|
|
|
job responsibilities and
performance in his or her position
|
|
|
|
level of experience and
expertise in a given area
|
|
|
|
role in developing and
executing corporate strategy
|
|
|
|
current leadership and
future potential
|
|
|
|
comparison of salaries
for similarly situated positions
|
Annual incentive
compensation
|
|
●
|
Designed to motivate and
reward short-term, annual results tied to corporate, business unit and
individual performance objectives
|
|
●
|
Annual incentive targets
are a percentage of base salary
|
|
●
|
Corporate earnings
metric at threshold level of performance or higher is required for any
payout
|
|
●
|
Varying weightings of
corporate, business unit and individual performance metrics, depending on
the individuals role and position within the Company
|
|
●
|
Actual payouts of awards
may range between 0%-150% of target for our executive officers, based on
actual results relative to corporate, business unit and individual
performance metrics
|
Long-term incentive
awards
|
|
●
|
Long-term incentive
awards consist of 25% restricted stock that vest based on time and 75%
stock units that deliver an award based on performance
|
|
●
|
The time-based
restricted stock grants have a three-year cliff vesting period, encourage
retention and further tie executive compensation to stock appreciation
during that vesting period
|
|
●
|
The
performance-contingent stock units vest based on performance over a
three-year period relative to corporate metrics that reinforce our
corporate initiatives: TSR performance relative to the peer group,
corporate earnings and growth investment (growth investment is not a
metric for grants made after fiscal year 2014)
|
Employee health, welfare
and retirement plans
|
|
●
|
Executive officers
generally participate in the same plans as other eligible
employees
|
|
●
|
Supplemental retirement
plans provide non-qualified retirement benefits to highly compensated
employees who are adversely affected by limits imposed on total benefits
under the retirement plan. The retirement plans are described in more
detail later in this proxy
|
Severance and other
termination benefits
|
|
●
|
Executive Severance Plan
and other plans and agreements provide payments in the event of
termination, resignation or retirement following a change in control and
provide security to executives so that they may focus on their work for
the Company and its shareholders during a transaction or potential
transaction; some agreements, including the Executive Severance Plan,
provide for payments without a change in control
|
Spire
Inc.
2016 Notice of Annual Meeting
33
Table of Contents
After considering the
aspects of each of the components, reviewing the market and peer data and other
analyses from the independent compensation consultant, and considering the role,
experience and expertise of each executive officer, the Committee determines the
appropriate balance among the components of executive compensation
in
the total compensation
package. Generally, it determines whether to make certain market adjustments to
base salaries, sets target opportunities under the AIP and equity grant levels
under the EIP that, when combined, produce TTDC that is consistent with the
stated compensation philosophy.
Fiscal year 2016 executive
compensation
|
Base
salary
In November 2015, the
Committee approved merit increases for fiscal year 2016 in the salaries for the
NEOs. The salary for Ms. Sitherwood was increased to $825,000 from $750,000, a
10% increase. This increase reflected a merit increase as well as a market
adjustment to align her more with the CEOs in the comparator group. The average
increase for Messrs. Rasche, Dowdy, Lindsey and Darrell was 7.3%, which
reflected merit as well as market adjustments. The Committee determined that
these salary adjustments properly reflected their contributions to the
successful business growth while continuing to focus within their functional
areas.
Annual Incentive
Plan
At the beginning of each
fiscal year, the Board reviews and sets key performance metrics for the AIP
based on the corporate business and strategic plan for the upcoming year. Actual
awards to executives are then based on the fiscal year results of the Company
and the business unit, if any, for which the executive performs services, as
well as the executives individual performance. Individual objectives for each
NEO are set at the beginning of the fiscal year and relate to that executives
functional area of responsibility and are aligned with the corporate
strategy.
The following table sets forth
the 2016 AIP targets as a percentage of base salary and the weightings of the
various metrics for the NEOs:
|
Target % of
|
|
|
|
|
|
|
|
|
|
|
|
base
salary
|
|
|
Corporate
|
|
|
Business unit
|
|
|
Individual
|
|
Suzanne Sitherwood
|
90
|
%
|
|
85
|
%
|
|
|
%
|
|
15
|
%
|
Steven P. Rasche
|
60
|
|
|
75
|
|
|
|
|
|
25
|
|
Steven L. Lindsey
|
60
|
|
|
40
|
|
|
35
|
|
|
25
|
|
Mark C. Darrell
|
50
|
|
|
75
|
|
|
|
|
|
25
|
|
L. Craig Dowdy
|
50
|
|
|
40
|
|
|
35
|
|
|
25
|
|
The corporate metric is
basic net economic earnings per share for fiscal year
2016. Net
economic earnings exclude from net income the after-tax impacts of fair
value accounting and timing adjustments associated with energy-related
transactions. These adjustments, which primarily impact the Gas Marketing
segment, include net unrealized gains and losses on energy-related derivatives
resulting
from the current changes in
the fair value of financial and physical transactions prior to their completion
and settlement, lower of cost or market inventory adjustments, and realized
gains and losses on economic hedges prior to the sale of the physical commodity.
In calculating net economic earnings, management also excludes from net income
the
34
Spire
Inc.
2016 Notice of Annual
Meeting
Table of Contents
after-tax costs related to
acquisition, divestiture and restructuring activities, if any, when evaluating
ongoing performance.
Management believes that
excluding these items provides a useful representation of the economic impact of
actual settled transactions and overall results of ongoing operations. These
internal non-GAAP operating metrics
should not be considered as an
alternative to, or more meaningful than, GAAP measures. More information
regarding net economic earnings can be found in the Companys annual report on
Form 10-K in the Earnings section of our Managements Discussion and Analysis of
Financial Condition and Results of Operations. The table below shows the level
of performance for the corporate metric.
Corporate
metric
|
|
Threshold
performance
|
|
Target
performance
|
|
High
performance
|
|
Actual
performance
|
|
Resulting
corporate
metric
payout percentage
|
Net
economic
earnings
|
|
$3.10
|
|
$3.43
|
|
$3.65
|
|
$3.43
|
|
100%
|
The business unit metric
relates to the portion of the business over which an executive has the most
control and influence. Mr. Lindsey, as President and Chief Executive Officer of
Laclede Gas Company, and Chief Executive Officer of Alabama Gas Corporation
(Alagasco), and Mr. Dowdy, with the responsibility for regulatory matters at
Laclede
Gas Company and Alagasco, were
assigned the Gas Utility business unit metric of operating income. Business unit
operating income for annual incentive purposes removes the impacts related to
acquisition, divestiture and restructuring activities and other nonrecurring
items.
Business
unit
metric
|
|
Threshold
performance
|
|
Target
performance
|
|
High
performance
|
|
Actual
performance
|
|
Resulting
business
unit
metric payout
percentage
|
Gas
Utility
operating
income
|
|
$267.0 Million
|
|
$296.0 Million
|
|
$315.0 Million
|
|
$296.0 Million
|
|
100%
|
Individual performance
measures are generally subjective and relate to the manner in which the
executive accomplishes his or her work during the year. This allows for
assessment of the executives leadership role in furthering the values and
culture of the Company as well as its long-term success.
Performance status is reviewed
periodically during the year and the Committee reviews the final evaluation
shortly after the end of the fiscal year but awaits the audit results before
approving the final payouts. Some discretionary adjustments may be applied where
appropriate, and there are instances where objectives may be modified during the
year, when warranted.
After evaluating the
performance of the Company and the NEOs in fiscal year 2016, the Committee
approved annual incentive awards. The awards for the NEOs reflected that the
fiscal year was another successful and transformative year for the Company.
Performance remains high across our
leadership team, as evidenced by their leadership in the Companys continued
execution of its growth strategy and with the achievement of the EnergySouth
transaction and many integration projects in full swing after successful
acquisitions in previous years.
Spire
Inc.
2016 Notice of Annual Meeting
35
Table of Contents
Ms. Sitherwood has led the
executive team to achieve operational excellence with an improved safety record,
producing financial results that met the Companys budget targets. Her vision
has led the launch of the organizations transformation of the Spire name as a
masterbrand across the various states in which we operate that will allow for
smooth transition as we continue to grow.
Mr. Rasches financial
organization continues to deliver shared service excellence through the
optimization of cash flow and the timely, efficient funding for enterprise
growth, capital expenditures and infrastructure upgrades. His direction of the
Information Technology function resulted in our system platform analysis for
future services delivery, and the Stage Gate rollout assures continued process
improvement and savings across the enterprise.
Mr. Lindseys award reflected
his leadership in continuing to drive significant improvement in safety and
operational performance across all utilities, including record performance in
distribution infrastructure upgrades. Positive customer growth was achieved at
all utilities resulting in the highest customer counts in five years. Customer
Experience metrics
improved across the board,
including winning the J.D. Power business award (south region) at Alagasco for
the second straight year. He directed the ongoing integration of the shared
services and field operations within the distribution organization.
Mr. Darrell led the legal team
responsible for due diligence, negotiating the agreement for and supporting the
regulatory approval of the EnergySouth transaction; and the proxy solicitation
and facilitation of the special shareholder meeting to approve the Spire name
change with all required filings. His leadership is reflected in the continued
process improvement within our legal, compliance, security and claims
areas.
Mr. Dowdys award reflected
the success of the first stage of the Spire brand activation, which resulted in
widespread external recognition and strong employee engagement. Under his
leadership, the regulatory approval for the EnergySouth transaction was achieved
well within the expected time constraints.
As a result of the performance
on the various metrics, the NEOs earned the following amounts under the AIP.
|
Corporate
|
|
Business
unit
|
|
Individual
|
|
Total
annual
incentive plan
payout ($)
|
|
Total
annual
incentive plan
payout as % of target
|
|
Suzanne Sitherwood
|
$
|
644,365
|
|
$
|
|
|
$
|
185,635
|
|
$
|
830,000
|
|
109
|
%
|
Steven P. Rasche
|
|
166,500
|
|
|
|
|
|
80,475
|
|
|
246,975
|
|
111
|
|
Steven L. Lindsey
|
|
94,339
|
|
|
82,546
|
|
|
85,494
|
|
|
262,379
|
|
111
|
|
Mark C. Darrell
|
|
137,164
|
|
|
|
|
|
66,296
|
|
|
203,459
|
|
111
|
|
L. Craig Dowdy
|
|
61,346
|
|
|
53,678
|
|
|
38,341
|
|
|
153,365
|
|
100
|
|
Equity
Incentive Plan awards
The Committee approves equity
grants with approximately 75% of the value of long-term incentives being awarded
as performance-contingent stock unit awards (PCSUs) and approximately 25% of
the value being awarded in time-based restricted shares.
Fiscal year 2016 grants
for the period 10/1/15 9/30/18
On December 1, 2015, the
Committee granted time-based restricted shares (2016 TBRSs) and
performance-contingent stock units (2016 PCSUs) to 25 officers, including all
of
36
Spire
Inc.
2016 Notice of Annual
Meeting
Table of Contents
the NEOs. Both the 2016 TBRSs
and the 2016 PCSUs are included in the Grants of Plan-Based Awards table in this
proxy statement.
The 2016 TBRSs fully vest on
the third anniversary of the grant date if the recipient continues employment
with the Company through that date.
The 2016 PCSUs consist of
stock units that become eligible to vest after the performance period is
complete and the Companys average earnings per share over the performance
period exceed the annualized declared dividend per share for the common stock as
of the award date (Dividend Related Earnings). If there are no Dividend
Related Earnings, the units and related dividend equivalents shall be forfeited.
If the Company meets the Dividend Related Earnings metric, the actual number of
units that vest may be reduced by the Committee based on other factors.
The other factors that the
Committee evaluates for the 2016 PCSUs are cumulative basic net economic
earnings over fiscal years 2016-2018 and a TSR metric that compares the Companys
TSR performance to its peer group, with these metrics each weighted at 50%.
Performance under the average earnings per share growth metric is measured by
calculating the three-year average. In the first year of the performance period,
net economic earnings per share were $3.43 on a non-diluted basis. Earnings per
share for fiscal years 2017 and 2018 will be added to the 2016 earnings per
share amounts for calculating the three-year average earnings per share to
determine if performance at any level has been achieved.
These metrics include
threshold, target and high performance levels that will be evaluated by the
Committee. As of the grant date, the threshold level produces a 50% factor of
the target level with respect to the net economic earnings metric, and a 60%
factor of the target level with respect to the TSR metric. The
high
performance level is 200% of
the target level for each metric. Dividend equivalents on PCSUs will accrue
throughout the performance period and will only be paid to the participants in
proportion to the number of shares actually earned at vesting. No interest is
paid on the accrued dividends.
The performance targets are
considered to be confidential and competitive information, particularly to the
extent the performance targets relate to projected Company financial data and
strategy, neither of which the Company publicly discloses. The Committee
believes that targeted levels of performance for the EIP grants are challenging
and will not be achieved all of the time. The Committee also believes, at the
time the performance goals were set, that high performance was set at levels
that would require exceptional performance that is very difficult to achieve.
Fiscal years 2010-2012, 2011-2013, 2012-2014, 2013-2015, and 2014-2016 are
periods with relatively comparable EIP metrics to the fiscal years 2016-2018
performance objectives. The 2010-2012 grants vested at 72% of the target number
of shares, the 2011-2013 grants vested at 123% of the target number of shares,
the 2012-2014 grants vested at 113% of the target number of shares, the
2013-2015 grants vested at 121% of the target number of shares, and the
2014-2016 grants vested at 119% of the target number of shares.
With regard to the Committees
certification of performance, the Committee, which is comprised solely of
independent Directors, reviews and discusses the calculations of the metrics to
verify compliance with the terms of the award agreement, determines the level of
performance achieved and the number of shares earned. The Committee then
approves a resolution that reflects the Committees determinations. The PCSUs
will vest upon the Committees certification as to performance.
Spire
Inc.
2016 Notice of Annual Meeting
37
Table of Contents
Prior grants that vested
in fiscal year 2016
In November 2013, the
Committee approved the grant of time-based restricted shares and PCSUs to 20
current officers, including all NEOs, except for Mr. Dowdy who was not employed
with the Company at that time. The time-based restricted shares vested on
December 2, 2016.
The PCSUs were granted for the
performance period of fiscal years 2014-2016. The vesting of those awards was
contingent upon the attainment of three-year earnings per share growth, growth
investment over the three-year performance period and attainment of three-year
TSR to the peer group in place at the time of grant. TSR for the Company and
peer group was calculated as follows:
Total share value at the
end of
the performance period
|
|
Minus
|
|
Average share price
immediately
prior to the grant
|
Average share price immediately prior to the
grant
|
Total share value at the end
of the performance period is calculated as the average share price for the last
quarter of the performance period (7/1/16-9/30/16) plus the value of reinvested
dividends. Average share price immediately prior to the grant is calculated
using the average share price for the last quarter immediately prior to the
grant (7/1/13-9/30/13).
In reviewing the Companys
performance over the period and in accordance with the terms of the EIP, the
Committee determined the Companys performance level at the end of the period by
averaging the earnings per share for each of fiscal years 2014, 2015 and 2016.
The metrics and actual performance for these PCSUs were as
follows:
|
|
Weighting
|
|
Threshold
performance
|
|
Target
performance
|
|
High
performance
|
|
Actual
performance
|
Total shareholder return
|
|
30%
|
|
>= 25
th
%tile
|
|
>= 50
th
%tile
|
|
>= 75
th
%tile
|
|
27
th
%tile
|
Three year average NEEPS*
|
|
40%
|
|
$2.88
|
|
$3.05
|
|
$3.25
|
|
$3.23
|
Growth investment
|
|
30%
|
|
Investment of
$100
million
|
|
Investment of
$200
million
|
|
Investment of
$300
million
|
|
$1.6
billion
|
*Net
economic earnings per share
|
On November 9, 2016, the
Committee certified these performance outcomes, resulting in a total of 48,787
PCSUs vesting (representing 119% of target) for the NEOs. A total of 12,000
time-based restricted shares also vested for the NEOs over the last year. The
table below shows the number of PCSUs and time-based shares, other than new
hire grants, that vested for each NEO.
|
|
PCSUs
|
|
Time-based
|
Sitherwood
|
|
20,973
|
|
5,875
|
Rasche
|
|
5,801
|
|
1,625
|
Lindsey
|
|
9,370
|
|
2,625
|
Darrell
|
|
6,693
|
|
1,875
|
Dowdy
|
|
5,950
|
|
|
When Mr. Lindsey joined the
Company on October 1, 2012, he was awarded 3,899 shares of time-based restricted
stock. The time-based restricted stock vested over three years (50%/25%/25%).
The third tranche vested on October 1, 2015.
When Mr. Dowdy joined the
Company on January 1, 2014, he was awarded
1,500 shares of time-based restricted stock and 5,000 PCSUs. The
time-based restricted stock vests over three years (50%/25%/25%). The second
tranche vested on January 1, 2016. The third tranche and the PCSUs will vest on
December 31, 2016 pursuant to the terms of Mr. Dowdys individual severance
agreement.
38
Spire
Inc.
2016 Notice of Annual
Meeting
Table of Contents
Termination and change in
control
|
The Company believes it is
important to provide officers the payment of benefits in the event of a
termination, resignation or retirement after a change in control, particularly
since it does not enter into employment agreements. In addition to the payments
described below, the AIP and EIP benefits payable to the NEOs upon termination
with or without a change in control are described in the Executive Compensation
Tables.
Executive Severance
Plan
Ms. Sitherwood and Mr. Lindsey
participate in the Companys Executive Severance Plan. The Executive Severance
Plan provides for a severance benefit if a participants employment is
terminated by the Company without cause or by the participant for good reason.
No payment will be made on account of a participants death or disability.
The severance benefit is a
lump sum payment equal to the participants applicable percentage (200% for Ms.
Sitherwood and 150% for Mr. Lindsey, except in the event of a change in control,
in which case the applicable percentages are 250% for Ms. Sitherwood and 200%
for Mr. Lindsey), multiplied by the participants base salary, plus a pro-rata
bonus that would have been earned by the participant for the year of termination
based on the achievement of actual performance targets. If there is a
termination following a change in control, the applicable percentage will be
adjusted under the plan. The Company will also pay for continued medical, dental
and vision benefits for a period of up to 18 months from the date of the
qualifying termination.
The plan defines a change in
control as (i) one or more persons acquiring 20% or more of the Companys
outstanding shares; (ii) replacement of a majority of the Board by individuals
whose nominations were
not approved by a majority of
the Board; or (iii) consummation of a reorganization, merger or consolidation that
results in the Companys shareholders no longer owning more than 50% of the
voting power of the surviving entitys outstanding securities.
A participant must sign a
Confidentiality, Non-Disparagement, Non-Competition and Non-Solicitation
Agreement and must execute a release in order to receive a payment under the
plan.
Individual severance
agreements
The hiring compensation
package for
Mr. Dowdy included an
individual severance agreement, which will apply to his resignation, which is
effective December 31, 2016. His individual severance agreement provides for:
Qualifying termination
without change in control
He would be entitled to a lump
sum payment equal to one times his annual base salary, plus the target amount
under the AIP for the fiscal year in which the qualifying termination occurs, as
well as continued medical, dental and vision benefits for a period of up to 18
months from the date of the qualifying termination based on the same coverage
level as of the date of termination.
Qualifying termination
with change in control
He would be entitled to a lump
sum payment equal to two times his average annual compensation for the five-year
period immediately preceding such qualifying termination, plus the target amount
under the AIP for the fiscal year in which the qualifying termination occurs, as
well as continued medical, dental and vision benefits for a period of up to 18
months from the date of the qualifying termination.
Spire
Inc.
2016 Notice of Annual Meeting
39
Table of Contents
Management Continuity
Protection Plan
The Management Continuity
Protection Plan (MCPP) was adopted in 1991 and was most recently restated in
2011. Effective January 1, 2015, no new participants will enter the MCPP.
Of the NEOs, Messrs. Darrell
and Rasche were covered by the MCPP at fiscal year-end. The MCPP provides for
the payment of benefits to officers in certain termination events after a change
in control, which is defined as when a person acquires more than 50% of the
voting power of securities of the Company or if a person acquires between 30%
and 50% of the voting power and the Board determines that a de facto change in
control has occurred.
The MCPP provides for a
lump-sum payment in an amount equal to the average annual compensation paid to a
participant for the five-year period immediately preceding cessation of
employment, multiplied by 2.99 for an Executive Vice President, or 2.00 for the
other officers.
The MCPP does not provide
benefit payments to those participants who have reached normal retirement age of
65 and provides no benefits if the officer is terminated for cause. The MCPP
limits the amount of the benefit payable to an amount equal to the participants
average monthly compensation for the five-year period immediately preceding the
cessation of employment multiplied by the number of months until the date the
participant would reach normal retirement age of 65.
If, after a change in control,
a participant in the MCPP is terminated other than for cause, resigns or retires
within 54 months in the case of any Executive Vice President, or within 42
months in the case of all other officers, then the participant is entitled to
the lump sum amount described above, provided, however, that the amount is
reduced for each month the participant remains employed by the Company starting
with the seventh month after the change in control. The amount of the reduction
is 1/48 per month for an Executive Vice President and 1/36 per month for all
other officers.
Other Company-provided
benefits
|
The Company believes
retirement, health and welfare benefits serve an important role in the total
compensation and benefits package offered to employees to assist in attracting
and retaining key talent. The Company, through its subsidiaries, Laclede Gas
Company, Alagasco, Mobile Gas Service Corporation and Willmut Gas & Oil
Company, provides both Company-paid and voluntary health and welfare programs.
The programs are reviewed periodically pursuant to the Companys intent to be
competitive within the industry in terms of total compensation.
Retirement plans
The Company offers its
employees defined contribution 401(k) plans that provide Company matches for all
employees, including
the NEOs. All of the NEOs
participated in the Laclede Gas Company Salary Deferral Savings Plan in 2016.
The NEOs participate in a
qualified defined benefit retirement plan sponsored by Laclede Gas Company for
its employees. For any NEO employed prior to January 1, 2009 (which only
includes Mr. Darrell), benefit payments under this plan are based upon a
participants average final compensation and years of service. Effective
January 1, 2009, the Company froze the years of service component of the formula
and introduced a new defined benefit retirement formula derived from cash
balance pay credits based on a participants age. Laclede Gas Company also
provides NEOs with nonqualified supplemental retirement
40
Spire
Inc.
2016 Notice of Annual
Meeting
Table of Contents
plan benefits. More details
relative to these plans are included in the Pension Benefits and Nonqualified
Deferred Compensation sections later in this proxy statement.
Life insurance
The Company provides a life
insurance benefit for Ms. Sitherwood in an amount equal to $500,000 while
employed by the Company, and the Company provides a life insurance benefit for
Messrs. Lindsey, Rasche, Darrell and Dowdy equal to 200% of base salary, subject
to a maximum of $1,500,000 while employed by the Company. Following retirement,
the Company provides a life insurance benefit equal to 50% of the employees
active life insurance benefit, subject to a maximum of $250,000 if under age 70,
or 25% of the employees active life insurance benefit, subject to a maximum of
$125,000, if age 70 or older. The costs for this coverage are included in the
All Other Compensation column of the Summary Compensation Table.
Deferred income plans
Since 1986, the Company has
offered its directors, officers and certain key employees the opportunity to
defer income under deferred income plans. More details on the plans are provided
in the Nonqualified Deferred Compensation section later in this proxy statement.
Perquisites
As a matter of business
philosophy, the Company provides limited perquisites or personal benefits to
executive officers (including the CEO). These limited perquisites include
spousal travel to industry associations that encourage spousal attendance, and
executive financial and tax planning. When an executive must relocate,
perquisites may also include the payment of relocation expenses as well as the
associated tax obligations.
Tax implications of the Committees
compensation decisions
|
The Committee considers
Section 162(m) of the Internal Revenue Code (Code) in the design of incentive
plans to preserve the corporate tax deductibility of compensation. In some
circumstances, however, the Committee recognizes that factors other than tax
deductibility should be considered in
determining the forms and
levels of executive compensation most appropriate and in the best interests of
the Company and its shareholders. Annually, the Committee reviews all
compensation programs and payments, including the tax impact on the Company.
The Company accounts for
equity incentive grants under FASB ASC Topic 718. The fair value of restricted
stock awards is estimated using the closing price of the Companys common stock
on the grant date or, for those with the total shareholder return modifier, as
valued by a Monte Carlo simulation model that assesses probabilities of various
outcomes of market conditions. Each year an independent
third party runs the Monte
Carlo simulation, which is subject to the audit procedures of the Companys
independent registered public accounting firm. During fiscal year 2016, the
Company did not make any modifications to equity grants that resulted in a
re-measurement of expense under the accounting rules.
Spire
Inc.
2016 Notice of Annual Meeting
41
Table of Contents
Compensation Committee report
The Committees review of the
Companys executive pay practices has resulted in a number of changes to the
compensation program to improve the pay-for-performance integrity, align the
interests of officers and shareholders and strengthen our governance commitment.
We:
1.
|
Modified the industry
peer group for fiscal year 2017 to remove AGL Resources and Piedmont
Natural Gas Co. Inc. as a result of those companies being acquired, and
Chesapeake Utilities Corp. due to its size; and to include Alliant Energy
and Northwestern Corp. This industry peer group will be used for
determining the relative TSR component of PCSUs and provide supporting
information regarding pay levels and programs at companies competing in
our industry.
|
2.
|
Utilized a
third-party consultant data source consisting of participating
energy/utility companies to provide the primary market references to
assist the Committee in making its compensation
decisions.
|
3.
|
Approved for
shareholder vote at the shareholders meeting a new Executive Annual
Incentive Plan to reward executives for achieving operational, financial
and safety objectives that support shareholder
value.
|
4.
|
Continued the
practice of awarding annual grants to executives from the Equity Incentive
Plan based on fixed value for each position, with validation of the grant
levels from competitive market data.
|
5.
|
Reviewed the
capabilities of several compensation consulting firms and, in keeping with
the responsibilities of the Committee charter for a governance review of
such providers, elected to retain Semler Brossy as its independent
compensation consultant for fiscal year 2017.
|
6.
|
Approved the
development of an individual talent profile template that will be used in
future succession planning and leadership development
activities.
|
The Committee has reviewed and
discussed with Company management the CD&A section included in this proxy
statement. Based on this review and discussion, the Committee recommended to the
Board (and the Board has approved) that this CD&A be included in
this
proxy statement and
incorporated by reference in the Companys Annual Report on Form 10-K for the
fiscal year ended September 30, 2016.
Compensation Committee
Edward L. Glotzbach, Chairman
Mark A. Borer
John P. Stupp Jr.
Mary Ann Van Lokeren
42
Spire
Inc.
2016 Notice of Annual
Meeting
Table of Contents
Executive compensation tables
Summary Compensation
Table
|
The table that follows
presents information about compensation for the Companys NEOs for the last
three completed fiscal years.
Salary
Salary includes amounts earned in the most
recent fiscal year. In fiscal year 2016, the Committee approved adjustments to
salaries of officers at its November meeting after the appointment of officers.
The amounts in this column also include any amounts of salary that the NEO may
have deferred under the Laclede Gas Company Salary Deferral Savings Plan and
Deferred Income Plan. Salary deferred under the Deferred Income Plan also
appears in the Executive Contributions in Last FY column of the Nonqualified
Deferred Compensation table later in this proxy statement.
Bonus
The amounts in this column represent sign-on or
discretionary bonuses. Amounts under the Companys AIP are reported in the
Non-Equity Incentive Plan Compensation column.
Stock awards
The amounts in this column
represent the aggregate grant date fair value calculated using the provisions of
FASB ASC Topic 718 exclusive of the estimate of forfeitures. For those shares
subject to performance-based conditions, the value reflects the probable outcome
as of the grant date.
Non-equity incentive plan
compensation
This column
includes incentive payments earned by the NEOs under the AIP. Further details
relative to the Plan are in the CD&A.
Change in pension value and
nonqualified deferred compensation earnings
This column includes the aggregate change in the
actuarial present value of the NEOs accumulated benefit under the Laclede Gas
Company Employees Retirement Plan and the supplemental retirement plans, as
well as the above-market or preferential earnings in fiscal year 2016 on
deferrals in the Deferred Income Plan.
Spire
Inc.
2016 Notice of Annual Meeting
43
Table of Contents
Summary Compensation Table
Name
|
|
Year
|
|
Salary
|
|
Bonus
(1)
|
|
Stock
awards
(2)
|
|
Non-equity
incentive plan
compensation
|
|
Change in
pension
value
and
nonqualified
deferred
compensation
earnings
(3)
|
|
All other
compensation
(4)
|
|
Total
|
Suzanne
Sitherwood
|
|
2016
|
|
$820,673
|
|
|
|
$1,548,808
|
|
$830,000
|
|
$170,628
|
|
$123,094
|
|
$3,493,203
|
|
2015
|
|
738,269
|
|
297,914
|
|
1,158,348
|
|
702,086
|
|
158,531
|
|
84,268
|
|
3,139,416
|
President & CEO
|
|
2014
|
|
641,250
|
|
|
|
1,099,521
|
|
751,005
|
|
128,877
|
|
13,253
|
|
2,633,906
|
Steven
P.
Rasche
Executive
Vice President,
Chief Financial Officer
|
|
2016
|
|
359,154
|
|
|
|
496,991
|
|
246,975
|
|
69,355
|
|
43,201
|
|
1,215,676
|
|
2015
|
|
336,585
|
|
100,000
|
|
408,614
|
|
220,348
|
|
60,819
|
|
26,220
|
|
1,152,586
|
|
2014
|
|
310,616
|
|
|
|
337,646
|
|
240,895
|
|
52,465
|
|
25,733
|
|
967,355
|
Steven L.
Lindsey
Executive
Vice President,
Chief Operating
Officer of
Distribution
Operations
|
|
2016
|
|
382,981
|
|
|
|
560,960
|
|
262,379
|
|
61,399
|
|
74,224
|
|
1,341,943
|
|
2015
|
|
346,523
|
|
100,000
|
|
445,499
|
|
222,172
|
|
44,235
|
|
38,702
|
|
1,197,131
|
|
2014
|
|
315,670
|
|
|
|
449,258
|
|
216,889
|
|
47,346
|
|
16,350
|
|
1,045,513
|
Mark C.
Darrell
Senior Vice
President,
General Counsel and
Chief Compliance
Officer
|
|
2016
|
|
355,596
|
|
|
|
427,477
|
|
203,459
|
|
145,091
|
|
59,499
|
|
1,191,122
|
|
2015
|
|
337,216
|
|
80,000
|
|
342,768
|
|
177,765
|
|
90,252
|
|
43,810
|
|
1,071,811
|
|
2014
|
|
310,816
|
|
|
|
353,000
|
|
201,662
|
|
128,154
|
|
47,772
|
|
1,041,394
|
L. Craig
Dowdy
Senior Vice
President,
External Affairs,
Corporate
Communications
and
Marketing
|
|
2016
|
|
298,750
|
|
|
|
331,524
|
|
153,365
|
|
45,526
|
|
26,577
|
|
855,742
|
|
2015
|
|
276,058
|
|
60,000
|
|
245,537
|
|
143,687
|
|
80,759
|
|
159,716
|
|
965,757
|
|
2014
|
|
206,250
|
|
150,000
|
|
524,426
|
|
95,057
|
|
|
|
81,802
|
|
1,057,535
|
(1)
|
The Committee approved special discretionary
cash payments to the NEOs for fiscal year 2015 to recognize contributions
and accomplishments of the NEOs that increased shareholder value and
strengthened the Companys strategic direction.
|
|
|
(2)
|
See the Stock-Based Compensation footnote of
the consolidated financial statements in the Companys Annual Report on
Form 10-K for the fiscal year ended September 30, 2016 for discussions
regarding the manner in which the fair value of these awards are
calculated, including assumptions used. Further information regarding the
2016 awards is included in the Grants of Plan-Based Awards and
Outstanding Equity Awards at Fiscal Year End tables elsewhere in this
proxy statement. The maximum financial impact for the 2016 stock awards
for the NEOs is as follows:
|
|
Sitherwood
|
|
$2,105,213
|
|
Rasche
|
|
675,488
|
|
Lindsey
|
|
762,432
|
|
Darrell
|
|
580,938
|
|
Dowdy
|
|
450,522
|
|
The amounts for stock
awards are presented excluding any actual or estimated forfeitures.
|
|
|
44
Spire
Inc.
2016 Notice of Annual
Meeting
Table of Contents
(3)
|
The amounts shown
below in the Above-Market Interest column are also included in the amounts
in the Aggregate Earnings in Last FY column of the Nonqualified Deferred
Compensation table for the deferred income plans.
|
|
|
|
|
|
Increase in
pension value
|
|
Above-market
interest
|
|
Total
|
|
Sitherwood
|
|
$
|
147,445
|
|
$
|
23,183
|
|
$
|
170,628
|
|
Rasche
|
|
|
61,247
|
|
|
8,108
|
|
|
69,355
|
|
Lindsey
|
|
|
60,701
|
|
|
698
|
|
|
61,399
|
|
Darrell
|
|
|
136,763
|
|
|
8,328
|
|
|
145,091
|
|
Dowdy
|
|
|
45,526
|
|
|
|
|
|
45,526
|
(4)
|
The
table below provides details on the amounts included in this
column:
|
|
|
|
|
|
401(k)
match
|
|
Perquisites
|
|
Dividend
equivalents
|
|
Other
|
|
Total
|
|
Sitherwood
|
|
$
|
11,996
|
|
$
|
17,309
|
|
$
|
93,789
|
|
$
|
|
$
|
123,094
|
|
Rasche
|
|
|
12,786
|
|
|
17,589
|
|
|
12,826
|
|
|
|
|
43,201
|
|
Lindsey
|
|
|
12,727
|
|
|
13,399
|
|
|
48,098
|
|
|
|
|
74,224
|
|
Darrell
|
|
|
12,838
|
|
|
14,596
|
|
|
32,065
|
|
|
|
|
59,499
|
|
Dowdy
|
|
|
11,552
|
|
|
15,025
|
|
|
|
|
|
|
|
26,577
|
|
Perquisites include life insurance premiums, spousal travel and
executive financial planning.
|
|
|
Grants of plan-based
awards
|
The plans under which grants
in the table below were made are generally described in the CD&A in the AIP
and EIP sections. Under the AIP, performance metrics and potential targets for
awards are typically approved in November, with the determinations of earned
award amounts made in the following November, based upon individual, business
unit, if applicable, and corporate performance in the most recently completed
fiscal year.
Equity awards are generally
considered for grant in November each year, with the grant date being the first
business day of December. Under the EIP, the Committee may grant
performance-based awards, stock appreciation rights, stock options, restricted
stock shares or restricted stock units.
Spire
Inc.
2016 Notice of Annual Meeting
45
Table of Contents
|
|
|
Estimated future payouts under
|
Estimated future payouts
under
|
|
|
|
|
|
non-equity
incentive plan awards
(1)
|
equity incentive plan awards
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
All other
|
|
|
|
|
|
|
|
|
|
|
|
stock
|
Grant date
|
|
Grant
|
Action
|
|
|
|
(In
shares)
|
awards
|
fair value
|
Name
|
date
|
date
|
Threshold
|
Target
|
Maximum
|
Threshold
|
Target
|
|
Maximum
|
(3)
|
(4)
|
Sitherwood
|
11/19/15
|
11/19/15
|
$371,250
|
$742,500
|
$1,113,750
|
|
|
|
|
|
|
|
12/01/15
|
11/19/15
|
|
|
|
10,390
|
18,890
|
|
37,780
|
6,290
|
$1,548,808
|
Rasche
|
11/19/15
|
11/19/15
|
108,000
|
216,000
|
324,000
|
|
|
|
|
|
|
|
12/01/15
|
11/19/15
|
|
|
|
3,333
|
6,060
|
|
12,120
|
2,020
|
496,991
|
Lindsey
|
11/19/15
|
11/19/15
|
115,500
|
231,000
|
346,500
|
|
|
|
|
|
|
|
12/01/15
|
11/19/15
|
|
|
|
3,762
|
6,840
|
|
13,680
|
2,280
|
560,960
|
Darrell
|
11/19/15
|
11/19/15
|
88,750
|
177,500
|
266,250
|
|
|
|
|
|
|
|
12/01/15
|
11/19/15
|
|
|
|
2,866
|
5,210
|
|
10,420
|
1,740
|
427,477
|
Dowdy
|
11/19/15
|
11/19/15
|
75,000
|
150,000
|
225,000
|
|
|
|
|
|
|
|
12/01/15
|
11/19/15
|
|
|
|
2,222
|
4,040
|
(5)
|
8,080
|
1,350
|
331,524
|
(1)
|
These
columns show the range of payouts for performance in fiscal year 2016. The
amounts paid in fiscal year 2017 but earned based upon performance in
fiscal year 2016 are included in the Non-Equity Incentive Plan
Compensation column in the Summary Compensation Table and are based on the
metrics described in the CD&A.
|
|
|
(2)
|
These
columns show the range of payouts for the performance-contingent stock
unit awards granted in fiscal year 2016.
|
|
|
(3)
|
This
column shows the number of shares of time-based restricted stock granted
in fiscal year 2016 as to which the restrictions will lapse on December 1,
2018. Details of each grant are listed in the Outstanding Equity Awards at
Fiscal Year End table.
|
|
|
(4)
|
This
column provides the grant date fair value using the provisions of FASB ASC
Topic 718, exclusive of the estimate of forfeitures. For those shares in
the Estimated Future Payouts Under Equity Incentive Plan Awards columns,
the value reflects the probable outcome on the grant date and is the same
as the amount included for such shares in the Stock Awards column for 2016
in the Summary Compensation Table.
|
|
|
(5)
|
Due to Mr.
Dowdys resignation effective December 31, 2016, this award will be
prorated.
|
In December 2015, EIP awards
were made to Ms. Sitherwood and Messrs. Rasche, Lindsey, Darrell and Dowdy.
These awards included performance-contingent stock units that vest upon the
attainment of multi-year performance objectives. Under the terms of the awards,
these units may vest if certain corporate performance metrics for the 2016-2018
fiscal year performance period are met or exceeded. The performance criteria for
the units granted in fiscal year 2016 are the cumulative three-year average net
economic earnings per share growth over fiscal years 2016-2018 and a relative
total shareholder return metric that are weighted at 50% each. If the
performance contingency is not satisfied for the fiscal years 2016-2018
performance period, the awards will be forfeited. At the conclusion of the
performance period, payouts can range from 0% to 200% of target for each
component. After vesting, executives are expected to retain 75% of vested shares
until
their stock ownership
requirements are met. In the event of a change in control, vesting may
accelerate at the target level on a pro rata basis if the awards have not
already been forfeited and the successor does not assume the award or provide a
comparable award, provided that the assumed or replacement award must provide
that the vesting will be accelerated if the participant is terminated without
cause within 24 months of the change in control. If a participant leaves the
Company due to death, disability or retirement, the participants award may vest
on a pro rata basis if the performance metrics are met.
Dividend equivalents on performance-contingent
restricted grants are accrued throughout the performance period and paid to the
participant in proportion to the amount of shares actually earned at vesting. No
interest is paid on the accrued dividends. More details on these awards are
included in the Equity Incentive Plan Award section of this CD&A.
46
Spire
Inc.
2016 Notice of Annual
Meeting
Table of Contents
Outstanding Equity Awards at Fiscal
Year End
|
|
|
|
|
|
Equity
|
Equity
incentive
|
|
|
|
Market
|
|
|
incentive
plan
|
plan
awards:
|
|
|
|
value
of
|
|
|
awards:
no.
|
market
or
|
|
|
No. of
shares
|
shares
or
|
|
|
of
unearned
|
payout value
of
|
|
|
or units
of
|
units
of
|
Stock
|
|
shares,
units
|
unearned
shares,
|
|
Stock
|
stock
that
|
stock
that
|
award
|
|
or other
rights
|
units or
other
|
|
award
|
have
not
|
have
not
|
vesting
|
|
that have
not
|
rights that
have
|
Name
|
grant
date
|
vested
|
vested
(1)
|
date
|
|
vested
(3)
|
not
vested
|
Sitherwood
|
12/2/13
|
5,875
|
$374,473
|
12/2/16
|
|
17,625
|
$1,123,418
|
|
12/1/14
|
6,296
|
401,307
|
12/1/17
|
|
18,887
|
1,203,857
|
|
12/1/14
|
2,963
|
188,862
|
12/1/17
|
|
|
|
|
12/1/15
|
6,290
|
400,925
|
12/1/18
|
|
18,890
|
1,204,049
|
Rasche
|
12/2/13
|
1,625
|
103,578
|
12/2/16
|
|
4,875
|
310,733
|
|
12/1/14
|
1,975
|
125,887
|
12/1/17
|
|
5,925
|
377,660
|
|
12/1/14
|
1,823
|
116,198
|
12/1/17
|
|
|
|
|
12/1/15
|
2,020
|
128,755
|
12/1/18
|
|
6,060
|
386,264
|
Lindsey
|
12/2/13
|
2,625
|
167,318
|
12/2/16
|
|
7,875
|
501,953
|
|
12/1/14
|
2,370
|
151,064
|
12/1/17
|
|
7,110
|
453,191
|
|
12/1/14
|
1,302
|
82,989
|
12/1/17
|
|
|
|
|
12/1/15
|
2,280
|
145,327
|
12/1/18
|
|
6,840
|
435,982
|
Darrell
|
12/2/13
|
1,875
|
119,513
|
12/2/16
|
|
5,625
|
358,538
|
|
12/1/14
|
1,802
|
114,859
|
12/1/17
|
|
5,407
|
344,642
|
|
12/1/14
|
1,069
|
68,138
|
12/1/17
|
|
|
|
|
12/1/15
|
1,740
|
110,908
|
12/1/18
|
|
5,210
|
332,085
|
Dowdy
|
1/2/14
|
1,625
|
103,578
|
1/1/17
|
|
4,875
|
310,733
|
|
1/2/14
|
375
|
23,903
|
1/1/17
|
(2)
|
5,000
|
318,700
|
|
12/1/14
|
1,481
|
94,399
|
12/1/17
|
|
4,444
|
283,261
|
|
12/1/14
|
164
|
10,453
|
12/1/17
|
|
|
|
|
12/1/15
|
1,350
|
86,049
|
12/1/18
|
|
4,040
|
257,510
|
(1)
|
The dollar
amounts in this column reflect the value calculated at $63.74 per share,
the closing price of the Company stock on September 30, 2016.
|
|
|
(2)
|
With
respect to the grant of 1,500 restricted shares to Mr. Dowdy on January 2,
2014, 50% (750 shares) vested on January 1, 2015 and 25% (375 shares)
vested on January 1, 2016. The remaining shares vest as
follows:
|
Grant
date
|
Vesting date
|
1/2/14
|
25%
upon Mr. Dowdys resignation
|
effective December 31,
2016
|
Spire
Inc.
2016 Notice of Annual Meeting
47
Table of Contents
(3)
Vesting dates, performance periods and levels of awards, assuming
performance metrics are met, are provided below:
Grant
|
|
Performance
|
|
|
|
|
|
|
|
|
|
|
|
date
|
|
period
|
|
Vesting date
|
|
Name
|
|
Threshold
|
|
Target
|
|
|
Maximum
|
|
|
|
|
|
|
Sitherwood
|
|
8,813
|
|
17,625
|
|
|
29,081
|
|
|
10/1/13-
9/30/16
|
|
|
|
Rasche
|
|
2,438
|
|
4,875
|
|
|
8,043
|
12/2/13
|
|
12/2/16
|
|
Lindsey
|
|
3,938
|
|
7,875
|
|
|
12,993
|
|
|
|
|
Darrell
|
|
2,813
|
|
5,625
|
|
|
9,281
|
|
|
|
|
|
|
Dowdy*
|
|
4,938
|
|
9,875
|
|
|
16,293
|
|
|
|
|
|
|
Sitherwood
|
|
9,444
|
|
18,887
|
|
|
37,774
|
|
|
10/1/14-
9/30/17
|
|
|
|
Rasche
|
|
2,963
|
|
5,925
|
|
|
11,850
|
12/1/14
|
|
12/1/17
|
|
Lindsey
|
|
3,555
|
|
7,110
|
|
|
14,220
|
|
|
|
|
Darrell
|
|
2,704
|
|
5,407
|
|
|
10,814
|
|
|
|
|
|
|
Dowdy
|
|
2,222
|
|
4,444
|
**
|
|
8,888
|
|
|
|
|
|
|
Sitherwood
|
|
10,390
|
|
18,890
|
|
|
37,780
|
|
|
10/1/15-
9/30/18
|
|
|
|
Rasche
|
|
3,333
|
|
6,060
|
|
|
12,120
|
12/1/15
|
|
12/1/18
|
|
Lindsey
|
|
3,762
|
|
6,840
|
|
|
13,680
|
|
|
|
|
Darrell
|
|
2,866
|
|
5,210
|
|
|
10,420
|
|
|
|
|
|
|
Dowdy
|
|
2,222
|
|
4,040
|
**
|
|
8,080
|
*Grant date 1/2/14;
Performance period 10/1/13 - 9/30/16; Vesting date 12/ 31/16, which is
the effective date of his resignation.
|
|
**Due to Mr. Dowdys
resignation effective December 31, 2016, these awards will be prorated
based on months worked during the performance
period.
|
Option Exercises
and Stock Vested in Fiscal 2016 Table
None of the NEOs had any stock
options to exercise in fiscal year 2016, so those columns do not appear in the
table below. The value
column reflects the shares
acquired on vesting multiplied by the closing price on the vesting
date.
|
No. of shares
|
|
Value realized
|
Name
|
acquired on
vesting
|
|
on vesting
|
Sitherwood
|
22,571
|
|
$1,286,547
|
Rasche
|
3,170
|
|
180,690
|
Lindsey
|
12,550
|
|
712,991
|
Darrell
|
7,550
|
|
430,350
|
Dowdy
|
375
|
|
22,131
|
Pension plan
compensation
|
The NEOs participate in the
Laclede Gas Company Employees Retirement Plan, a tax-qualified defined benefit
plan sponsored by Laclede Gas Company. Effective January 1, 2009, Laclede Gas
Company amended its plan to change the way benefits are calculated. Prior to
that date, the Plan provided benefits based on a final pay formula that used a
participants
years of credited service and
average final compensation. The average final compensation is the highest
consecutive three-year average of the final 10 years of employment.
Participants years of credited service under the plan were frozen as of
December 31, 2008; however, the average final pay was not frozen and will
continue to be based on the highest three-year
48
Spire
Inc.
2016 Notice of Annual
Meeting
Table of Contents
average in the final 10 years
of employment. Benefits under the plan formula in effect prior to January 1,
2009 are referred to as grandfathered benefits. With respect to annual
incentive compensation paid on or after January 1, 2013, average final
compensation will exclude such incentive compensation for purposes of the
grandfathered benefit. Of the NEOs, only Mr. Darrell has grandfathered benefits.
While normal retirement age
under the plan is age 65, participants may retire at age 60 with 10 or more
years of service without reduction of the grandfathered benefit for early
retirement. Retirement at age 60 is assumed in calculating the grandfathered
benefit for Mr. Darrell.
On and after January 1, 2009,
the plan uses a cash balance formula that provides: (i) a cash balance credit
between 4-10% of compensation depending on the participants age, and (ii)
interest credits using a rate equal to an average of corporate bond rates
published by the Internal Revenue Service. Benefits under the plan formula in
effect on and after January 1, 2009 are referred to as current benefits. The
cash balance credit and interest credit are applied as of December 31 of each
year, on an average monthly basis, with interest compounded monthly. During
fiscal year 2016, cash balance credits were as follows:
Sitherwood
|
9%
|
Rasche
|
9
|
Lindsey
|
8
|
Darrell
|
9
|
Dowdy
|
10
|
The early retirement amount of
the current benefits will be the amount credited in the participants cash
balance account in the case of a lump sum payment. If an annuity is taken at
early retirement, the benefit will be the actuarial equivalent of the lump sum
amount.
The Code generally places a
limit on the amount of the annual pension that can be paid from a tax-qualified
plan as well as on the amount of annual earnings that can be used to calculate a
pension benefit. Since 1977, Laclede Gas Company has maintained a Supplemental
Retirement Benefit Plan, a nonqualified plan that covers benefits that accrued
through December 31, 2004 and that pays eligible employees the difference
between the amount payable under the tax-qualified plan and the amount they
would have received without the limits on the qualified plan. The Company
adopted the Supplemental Retirement Benefit Plan II to comply with section 409A
of the Code, which covers benefits accrued from January 1, 2005 through December
31, 2008. It also adopted the Cash Balance Supplemental Retirement Benefit Plan
to provide similar supplemental benefits for those that accrue on and after
January 1, 2009 under the new pension plan formula.
Please note the following
relating to the benefits shown in the table below:
●
|
the Supplemental Retirement Benefit Plans
are unfunded and subject to forfeiture
in
the event of
bankruptcy;
|
●
|
the years of credited service in the table
are the same as the executives years
of
actual service as of
December 31, 2008,
when years
of service were frozen for all
participants;
|
●
|
the compensation used to determine current
and grandfathered benefits under the
Plans
include the amounts in
the Salary column
and, for
periods prior to January 1, 2013,
the amount attributable to payments under
the AIP in the Non-Equity Incentive
Plan
Compensation column in the
Summary
Compensation Table;
and
|
●
|
executives at the Company are
subject to
mandatory retirement at age
65 unless the
Board of
Directors asks them to continue
working past that age.
|
Spire
Inc.
2016 Notice of Annual Meeting
49
Table of Contents
The pension benefits in the
table below were calculated using:
●
|
the September 30, 2016 measurement date;
|
●
|
the same assumptions as described in Note
2, Pension Plans and Other
Postretirement
Benefits, of the
consolidated financial
statements in the Companys annual report
on Form 10-K for the fiscal year
ended
September 30, 2016,
except retirement at
the
greater of 60 or the executives actual
age as noted above was used for the
grandfathered benefit and, as
required, no
income growth
assumption or forfeiture
assumption was used;
|
●
|
for the grandfathered benefit, the greater
of:
|
|
years of service, multiplied by
the sum
of 1.7% of Social Security
covered
compensation (a 35-year
average of
|
|
Social Security maximum bases) plus 2.0% of the
highest average normal compensation during a 36-month period in the 10
years prior to the measurement date in excess of Social Security covered
compensation; and
|
|
the highest average normal compensation during
a 36-month period in the 10 years prior to the measurement date,
multiplied by (i) years of service, and (ii) the benefit factor of 2.1%,
less the executives estimated Social Security benefit multiplied by 1.25%
for each year of service up to a maximum of 40 years.
|
●
|
the assumption of a 90% probability that
the participant elects a lump sum
equivalent
of the monthly
annuity amount
described
above.
|
Pension Benefits
Table
Name
|
|
Plan
name
|
|
No. of
years
credited
service
(1)
|
|
Present
value
of accumulated
benefit
|
|
|
Payments
during
last year
|
Sitherwood
|
|
Laclede Gas Company Employees
Retirement Plan
|
|
|
|
$132,337
|
|
|
$
|
|
|
Supplemental Retirement Benefit
Plans
|
|
|
|
500,126
|
|
|
|
Rasche
|
|
Laclede Gas Company Employees
Retirement Plan
|
|
|
|
179,227
|
|
|
|
|
|
Supplemental Retirement Benefit
Plans
|
|
|
|
102,706
|
|
|
|
Lindsey
|
|
Laclede Gas Company Employees
Retirement Plan
|
|
|
|
96,962
|
|
|
|
|
|
Supplemental Retirement Benefit
Plans
|
|
|
|
103,781
|
|
|
|
Darrell
|
|
Laclede Gas Company Employees
Retirement Plan
|
|
4.67
|
|
580,475
|
|
|
|
|
|
Supplement Retirement Benefit
Plans
|
|
4.67
|
|
341,616
|
|
|
|
Dowdy
|
|
Laclede Gas Company Employees
Retirement Plan
|
|
|
|
74,634
|
(2)
|
|
|
|
|
Supplemental Retirement Benefit
Plans
|
|
|
|
51,651
|
|
|
|
(1)
|
As noted above, years
of credited service were frozen as of December 31, 2008.
|
|
|
(2)
|
Mr. Dowdy was not
vested in his benefits under the Laclede Gas Company Employees Retirement
Plan as of September 30, 2016. Mr. Dowdy will forfeit these benefits on
December 31, 2016.
|
Nonqualified
deferred compensation
|
The amounts in the table below
include contributions by the executive and earnings on those contributions under
the Laclede Gas Company Deferred Income Plan II, which covers deferrals through
December 31,
2004, and the Spire Inc.
Deferred Income Plan (formerly known as The Laclede Group Deferred Income Plan),
which covers deferrals on and after January 1, 2005 and represents the deferred
income plan as modified to comply
50
Spire
Inc.
2016 Notice of Annual
Meeting
Table of Contents
with section 409A of the Code.
The amounts relative to these plans are in the first line of the table for each
executive.
The Deferred Income Plan
II:
●
|
allowed participants, including the NEOs,
to defer up to 15% of
salary;
|
●
|
provides earnings on the deferrals based on
Moodys corporate bond average rate
plus a
percentage ranging from
1% to 3%, which
percentage
varies depending on the age of
the participant at the beginning of that plan
year;
|
●
|
provides for death and disability income
benefits that are payable in annual
installments over a 15-year period
following
termination of
employment due to total
disability or death;
|
●
|
provides retirement income
benefits under
the plan payable in
annual installments over
a
15-year period but the payments continue
for the participants life if the
participant
retires at age 65
or later; and
|
●
|
provides for a lump sum payment to the
participant in the event of
termination
within two years
following a change in
control.
The lump sum payment will be
equal to the greater of (i) the present value
of the deferral account balance
projected
under the minimum
retirement income
formula
through age 65, or (ii) the actual
deferral account accumulated through the
termination date.
|
The Spire Inc. Deferred Income
Plan provides similar benefits, except that participants are able to defer up to
50% of salary and up to 90% of any AIP award. Further, the retirement benefits
in all circumstances are payable in 15 annual installments and benefits payable
in the event of death or disability are payable in a lump sum. However, in 2008,
participants were offered a one-time opportunity under the transitional relief
issued by the IRS under section 409A of the Code to elect a lump sum payment
alternative for retirement benefits. The Spire Inc. Deferred Income Plan was
amended effective January 1, 2016 to remove above-market interest for future
deferrals.
Nonqualified
Deferred Compensation Table
|
|
Executive
|
Company
|
Aggregate
|
Aggregate
|
Aggregate
|
|
|
contributions
|
contributions
|
earnings in last
|
withdrawals/
|
balance
|
Name
|
|
in last FY
(1)
|
in last FY
|
FY
(2)
|
distributions
|
at last FYE
|
Sitherwood
|
Deferred Income Plan
|
$371,442
|
|
$47,461
|
|
$824,199
|
Rasche
|
Deferred Income Plan
|
150,316
|
|
17,009
|
|
320,783
|
Lindsey
|
Deferred Income Plan
|
14,712
|
|
1,828
|
|
34,933
|
Darrell
|
Deferred Income Plans
|
25,962
|
|
14,788
|
|
216,606
|
Dowdy
|
Deferred Income Plan
|
|
|
|
|
|
(1)
|
The
amounts in this column are also included in the Salary column of the
Summary Compensation Table.
|
|
|
(2)
|
The
amounts attributable to above-market interest on nonqualified deferred
compensation in the Change in Pension Value and Nonqualified Deferred
Compensation Earnings column in the Summary Compensation Table and
identified in footnote 3 to that table are also included in this
column.
|
Potential
payments upon termination or change in
control
|
This section describes the
potential payments and benefits to which the NEOs would have been entitled upon
termination of employment, including termination of employment following a
change in control, as if such termination had
occurred on the last trading
day of our fiscal year September 30, 2016 using the New York Stock Exchange
closing price of $63.74 per share of the Companys stock on that date. The
discussion does not include payments and
Spire
Inc.
2016 Notice of Annual Meeting
51
Table of Contents
benefits to the extent they
are generally provided on a non-discriminatory basis to salaried employees upon
termination of employment. The following table sets forth the potential payments
to the NEOs upon the termination of
their employment with the
Company, including a termination of employment following a change in control.
The table does not include retirement plan benefits payable to the executives
shown in the Pension Benefits Table.
|
|
|
|
|
Annual
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
incentive plan
|
|
|
|
|
Deferred income
|
|
|
|
|
Reduction due to
|
|
|
|
|
|
severance
(1)
|
|
payment
(2)
|
|
Equity grants
(3)
|
|
plan
(4)
|
|
Health benefits
(5)
|
|
280G
(6)
|
|
|
Total payment
|
Suzanne Sitherwood
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voluntary Termination
|
|
$
|
|
|
$742,500
|
|
$
|
|
|
$
|
824,199
|
|
$
|
|
|
$
|
|
|
|
$1,566,699
|
Retirement
|
|
|
|
|
742,500
|
|
|
|
|
|
824,199
|
|
|
|
|
|
|
|
|
1,566,699
|
Disability
|
|
|
|
|
742,500
|
|
|
3,153,034
|
|
|
909,563
|
|
|
|
|
|
|
|
|
4,805,097
|
Death
|
|
|
|
|
742,500
|
|
|
3,153,034
|
|
|
924,457
|
|
|
|
|
|
|
|
|
4,819,991
|
Involuntary
Termination
|
|
|
2,392,500
|
|
742,500
|
|
|
|
|
|
824,199
|
|
|
10,003
|
|
|
|
|
|
3,969,202
|
Change-in-Control
|
|
|
2,805,000
|
|
742,500
|
|
|
3,895,919
|
|
|
895,899
|
|
|
10,003
|
|
|
|
(7)
|
|
8,349,322
|
Steven P. Rasche
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voluntary Termination
|
|
|
|
|
216,000
|
|
|
691,261
|
|
|
320,783
|
|
|
|
|
|
|
|
|
1,228,044
|
Retirement
|
|
|
|
|
216,000
|
|
|
691,261
|
|
|
320,783
|
|
|
|
|
|
|
|
|
1,228,044
|
Disability
|
|
|
|
|
216,000
|
|
|
972,790
|
|
|
347,903
|
|
|
|
|
|
|
|
|
1,536,693
|
Death
|
|
|
|
|
216,000
|
|
|
972,790
|
|
|
364,004
|
|
|
|
|
|
|
|
|
1,552,794
|
Involuntary
Termination
|
|
|
|
|
216,000
|
|
|
691,261
|
|
|
320,783
|
|
|
|
|
|
|
|
|
1,228,044
|
Change-in-Control
|
|
|
1,531,246
|
|
216,000
|
|
|
1,225,977
|
|
|
343,235
|
|
|
|
|
|
(750,716)
|
(8)
|
|
2,565,742
|
Steven L. Lindsey
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voluntary Termination
|
|
|
|
|
231,000
|
|
|
|
|
|
34,277
|
|
|
|
|
|
|
|
|
265,277
|
Retirement
|
|
|
|
|
231,000
|
|
|
|
|
|
34,933
|
|
|
|
|
|
|
|
|
265,933
|
Disability
|
|
|
|
|
231,000
|
|
|
1,290,832
|
|
|
36,408
|
|
|
|
|
|
|
|
|
1,558,240
|
Death
|
|
|
|
|
231,000
|
|
|
1,290,832
|
|
|
38,303
|
|
|
|
|
|
|
|
|
1,560,135
|
Involuntary
Termination
|
|
|
808,500
|
|
231,000
|
|
|
|
|
|
34,277
|
|
|
29,250
|
|
|
|
|
|
1,103,027
|
Change-in-Control
|
|
|
1,001,000
|
|
231,000
|
|
|
1,578,922
|
|
|
35,996
|
|
|
29,250
|
|
|
|
|
|
2,876,168
|
Mark C. Darrell
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voluntary Termination
|
|
|
|
|
177,500
|
|
|
698,994
|
|
|
216,606
|
|
|
|
|
|
|
|
|
1,093,100
|
Retirement
|
|
|
|
|
177,500
|
|
|
698,994
|
|
|
216,606
|
|
|
|
|
|
|
|
|
1,093,100
|
Disability
|
|
|
|
|
177,500
|
|
|
954,507
|
|
|
239,885
|
|
|
|
|
|
|
|
|
1,371,892
|
Death
|
|
|
|
|
177,500
|
|
|
954,507
|
|
|
241,438
|
|
|
|
|
|
|
|
|
1,373,445
|
Involuntary
Termination
|
|
|
|
|
177,500
|
|
|
698,994
|
|
|
216,606
|
|
|
|
|
|
|
|
|
1,093,100
|
Change-in-Control
|
|
|
1,590,734
|
|
177,500
|
|
|
1,173,385
|
|
|
235,669
|
|
|
|
|
|
|
|
|
3,177,288
|
L. Craig Dowdy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voluntary Termination
|
|
|
|
|
150,000
|
|
|
1,110,456
|
|
|
|
|
|
|
|
|
|
|
|
1,260,456
|
Retirement
|
|
|
|
|
150,000
|
|
|
1,110,456
|
|
|
|
|
|
|
|
|
|
|
|
1,260,456
|
Disability
|
|
|
|
|
150,000
|
|
|
1,111,823
|
|
|
|
|
|
|
|
|
|
|
|
1,261,823
|
Death
|
|
|
|
|
150,000
|
|
|
1,111,823
|
|
|
|
|
|
|
|
|
|
|
|
1,261,823
|
Involuntary
Termination
|
|
|
450,000
|
|
150,000
|
|
|
1,110,456
|
|
|
|
|
|
29,250
|
|
|
|
|
|
1,739,706
|
Change-in-Control
|
|
|
1,367,402
|
|
150,000
|
|
|
1,301,357
|
|
|
|
|
|
29,250
|
|
|
|
(9)
|
|
2,848,009
|
(1)
|
Ms. Sitherwood and
Mr. Lindsey are participants in the Executive Severance Plan, which
provides for a cash payment in the event of either involuntary termination
or termination within 24 months after a change in control. The cash
payment is based on a multiple of two times the sum of salary and prorated
annual incentive target in the event of involuntary termination for Ms.
Sitherwood and 1.5 times for Mr. Lindsey, and a multiple of 2.5 times the
sum of salary and full year annual incentive target in the event of
termination after a change in control for Ms. Sitherwood and two times for
Mr. Lindsey.
|
|
|
The hiring
compensation package for Mr. Dowdy included a severance agreement. Mr.
Dowdys severance agreement will apply to his resignation on December 31,
2016. This agreement provides for cash payments due upon termination with
or without a change in control, including termination without cause and
resignation. The cash payment due as a result of termination is equal to
annual salary plus the annual incentive target for the entire fiscal year.
In the event of a termination following a change in control, the cash
payment is equal to two times the executives average annual W-2
compensation plus the annual incentive target for the entire fiscal
year.
|
|
|
Messrs. Rasche and
Darrell are covered by the Management Continuity Protection Plan (MCPP). The potential payments to these officers are limited to termination
within 54 months for Mr. Rasche and 42 months for Mr. Darrell after a
change in control. This cash payment for Mr. Rasche is equal to 2.99 times
average annual W-2 compensation, and this cash payment for Mr. Darrell is
equal to 2.0 times average annual W-2
compensation.
|
52
Spire
Inc.
2016 Notice of Annual
Meeting
Table of Contents
(2)
|
Upon a
change in control, any awards under the Annual Incentive Plan are deemed
earned at a prorated target based on the number of completed days in the
fiscal year prior to the change in control. This payment takes place
whether or not a termination occurs. The AIPs definition of change in
control mirrors the definition in the Executive Severance
Plan.
|
|
|
If a
participants employment ceases due to termination without cause or by
death, disability or retirement, the participant is eligible to earn an
award on a pro rata basis based upon Company performance and the
participants achievement of individual metrics.
|
|
(3)
|
Participants, including the NEOs, have outstanding
performance-contingent restricted units and restricted stock under the
EIP. The EIP uses the same definition of change in control that is used in
the AIP and the Executive Severance Plan. As Ms. Sitherwood and Mr.
Lindsey are not retirement-eligible, there is no accelerated vesting of
any performance-contingent stock units or restricted stock.
|
|
|
Performance-Contingent Stock Units.
These awards generally provide for vesting
of stock units on the third anniversary of the grant date that falls after
the end of the performance period, to the extent that the Committee
determines and certifies that the performance contingency has been met or
exceeded. A participant forfeits all non-vested awards upon the
participants termination of employment for cause.
|
|
|
If during
the performance period a participant dies or leaves the Company due to
retirement or disability, the participant remains eligible to earn a
prorated award based on the number of full months as a participant during
the performance period, as the Committee may determine, if the performance
contingency is satisfied.
|
|
|
In the
event of a change in control, the outstanding awards granted shall be
deemed earned and vest at a prorated target, based on the number of months
completed in the performance period at the time of the change in control,
if the award is not assumed or replaced with a comparable award by the
successor or surviving entity. If the successor or surviving entity does
not assume or replace the award, the award will trigger a benefit at a
prorated target based on the number of full months as a participant if the
participant is involuntarily terminated without cause within two years of
the change in control. Dividend equivalents on performance-contingent
awards are accrued throughout the performance period and paid to the
participant in proportion to the amount of shares actually earned at
vesting, up to the amount of dividends that would have been paid on the
target number of shares. In the event of a change in control, accrued
dividend equivalents would be paid on the same prorated basis as mentioned
above. The same amounts would be payable in the event of a participants
death, retirement or termination of employment due to disability if the
target level of performance is achieved. As a result of being
retirement-eligible at the time of any termination, PCSU grants would
vest on a pro-rata basis for the following individuals, at a value
of:
|
|
Rasche
|
|
$691,261*
|
|
Darrell
|
|
698,994*
|
|
*These amounts are
included in the Equity Grants column.
|
|
|
|
In the
event of involuntary termination or change in control, Mr. Dowdys
agreement provides for full vesting of his new hire PCSU grants and
prorated vesting of other PCSU grants based on actual
performance.
|
|
|
Restricted Stock.
These shares generally provide for vesting on the third anniversary
of the grant date. A participant forfeits all non-vested shares upon the
participants termination of employment for any reason prior to vesting,
other than as a result of a change in control or mandatory retirement
requirements.
|
|
|
If a
participants employment is terminated by the Company without cause within
two years following a change in control, the shares become vested on the
earlier of the vesting date or the date of the change in control. If a
participants employment is terminated due to mandatory retirement
requirements, the shares become vested based on the number of full months
from the award date to the participants retirement.
|
|
|
With
respect to Mr. Dowdy, special restricted stock grants associated with the
hire of an officer vest in full immediately upon a qualifying termination,
with or without a change in control.
|
|
(4)
|
Under the
terms of the deferred income plans, if a participants employment is
terminated within two years of a change in control, the participant will
receive a lump sum payment equal to the greater of (i) the present value
of the account balance projected through age 65 using a guaranteed minimum
rate of return, or (ii) the actual account balance accumulated through the
termination date. However, for deferrals made on and after January 1,
2015, the lump sum payment would be equal to the participants account
balance plus the present value of employer contributions and earnings
credits that would have been made or earned on such account balance
through age 65.
|
|
|
Upon
retirement, the participant will receive the participants account balance
in 15 installments unless the participant elected a lump sum for deferrals
made on and after January 1, 2005.
|
|
|
In the
event of death or disability, a participant or the participants
beneficiary will receive the participants account balance plus the
projected earnings that would have been payable if the participant had
retired at age 65. For deferrals made in 2016 and later, the participant
or the participants beneficiary will receive the account balance as of
the date of death or disability. In the event of death, the beneficiary
will also receive the sum of the remaining participant contributions for
the current year.
|
|
|
Upon any
other termination of employment for deferrals prior to 2016, the
participant will receive all deferred amounts plus interest accrued at the
Moodys rate applicable to each plan year. For deferrals made in 2016 and
later, the participant will receive the account balance as of the date of
termination.
|
|
|
The
amounts reflected in this table are the amounts that each executive would
receive if the executive terminated on September 30, 2016. The account
balance as of the end of fiscal year 2016 is reflected in the Nonqualified
Deferred Compensation Table above.
|
Spire
Inc.
2016 Notice of Annual Meeting
53
Table of Contents
(5)
|
The
Executive Severance Plan and the individual severance agreement provide
that the Company will cover the cost of COBRA continuation coverage for 18
months from the executives date of termination, based on each executives
elected coverage level prior to termination. The MCPP, which governs the
severance arrangements for Mr. Rasche and Mr. Darrell, does not provide
for Company-paid health benefits upon termination. No other health and
welfare benefits are provided upon termination.
|
|
|
(6)
|
Code
Section 280G provides guidelines that govern payments triggered by a
change in control, known as parachute payments. If such payments exceed
2.99 times the annual average compensation for certain individuals, the
payments may trigger adverse tax consequences and excise taxes. The
Company does not provide any gross-up payments for such adverse tax
consequences or excise taxes under any of the arrangements.
|
|
(7)
|
The
Executive Severance Plan provides for a best of net calculation whereby
the reduction in the severance calculation is determined to be the better
of a reduction of the calculated amount to the amount permissible under
Code Section 280G or the cost to the executive of paying the 20% excise
tax on the calculated severance payment. Under this provision, this best
of net calculation results in Ms. Sitherwood receiving the full severance
calculation with no cutback, and paying the excise tax. Mr. Lindseys
severance payment would not exceed the limits under Code Section
280G.
|
|
(8)
|
The MCPP
provides for the reduction of the calculated severance value to the amount
permissible under Code Section 280G. This amount represents the amount the
severance payment to Mr. Rasche would be reduced. No reduction is required
for Mr. Darrell.
|
|
(9)
|
Mr.
Dowdys individual agreement provides for a best of net calculation
whereby the reduction in the severance calculation is determined to be the
better of a reduction of the calculated amount to the amount permissible
under Code Section 280G or the cost to the executive of paying the 20%
excise tax on the calculated severance payment. Under this provision, this
best of net calculation results in Mr. Dowdy receiving the full
severance calculation with no cutback, and paying the excise
tax.
|
54
Spire
Inc.
2016 Notice of Annual
Meeting
Table of Contents
Other
matters
Requirements
for submission of proxy proposals, nomination of Directors and other
business
|
Under the rules of the SEC,
shareholder proposals intended to be included in the proxy statement for the
annual meeting of shareholders in January 2018 must be received by the corporate
secretary of Spire Inc. at its primary office at the address set forth on
page 21
of this proxy statement by August 17, 2017.
Also, the procedures to be
used by shareholders to recommend nominees to the Corporate Governance Committee
are outlined on
page 20
of this proxy statement. If a shareholder seeks to
nominate a person or make a shareholder proposal from the floor of the annual
meeting
in January 2018, notice must
be received by the corporate secretary at the Companys principal executive
offices no later than October 28, 2017 and not before September 28, 2017 (not
less than 90 days nor more than 120 days, respectively, prior to January 26,
2018).
Also, such proposal must be,
under law, an appropriate subject for shareholder action to be brought before
the meeting.
The Chairman of the Board may
refuse to allow the transaction of any business or to acknowledge the nomination
of any person not made in compliance with the procedures set forth in the
Companys bylaws.
We will pay the expense of
soliciting proxies. Proxies may be solicited on our behalf by officers or
employees in person or by email, telephone, fax or special letter. We have hired
Morrow & Co., LLC, 470 West Avenue,
Stamford, CT 06902, to assist
us in the solicitation of proxies for a fee of $7,500, plus reimbursement of
out-of-pocket expenses for those services.
Spire
Inc.
2016 Notice of Annual Meeting
55
Table of Contents
SPIRE
INC.
C/O COMPUTERSHARE TRUST,
N.A.
P.O. BOX 30170
COLLEGE STATION, TX 77842
VOTE BY INTERNET -
www.proxyvote.com
Use the Internet
to transmit your voting instructions and for electronic delivery of information
up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting
date. Have your proxy card in hand when you access the web site and follow the
instructions to obtain your records and to create an electronic voting
instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY
MATERIALS
If you would like to reduce the
costs incurred by our company in mailing proxy materials, you can consent to
receiving all future proxy statements, proxy cards and annual reports
electronically via e-mail or the Internet. To sign up for electronic delivery,
please follow the instructions above to vote using the Internet and, when
prompted, indicate that you agree to receive or access proxy materials
electronically in future years.
VOTE BY PHONE -
1-800-690-6903
Use any touch-tone
telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time
the day before the cut-off date or meeting date. Have your proxy card in hand
when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the
postage-paid envelope we have provided or return it to Vote Processing, c/o
Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
THANK YOU FOR YOUR
VOTE
TO VOTE, MARK BLOCKS
BELOW IN BLUE OR BLACK INK AS FOLLOWS:
|
|
E15299-P84041-Z68905
|
|
KEEP THIS PORTION FOR YOUR RECORDS
|
|
|
|
DETACH AND RETURN THIS
PORTION ONLY
|
THIS PROXY CARD IS VALID ONLY
WHEN SIGNED AND DATED.
|
SPIRE
INC.
|
|
For
All
|
|
Withhold
All
|
|
For
All
Except
|
|
To withhold authority to vote for
any individual nominee(s), mark For All Except and write the number(s)
of the nominee(s) on the line below.
|
|
|
|
The Board of Directors
recommends you vote FOR
Proposals 1 and 2.
|
|
|
|
|
|
|
|
|
1.
|
Election of
Directors:
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
|
Nominees:
|
|
|
|
|
|
|
|
|
|
|
|
|
01) Edward L.
Glotzbach
|
|
|
|
|
|
|
|
|
|
|
|
|
02) Rob L. Jones
|
|
|
|
|
|
|
|
|
|
|
|
|
03) John P. Stupp Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
2.
|
Advisory nonbinding approval of
resolution to approve compensation of our named executive
officers.
|
|
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
The Board of
Directors recommends you vote FOR "1 year."
|
|
1
Year
|
|
2
Years
|
|
3
Years
|
|
Abstain
|
|
|
|
|
|
|
|
|
|
|
|
3.
|
Advisory nonbinding approval of
interval at which we seek shareholder advisory approval of compensation of
our named executive officers.
|
|
☐
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
The Board of
Directors recommends you vote FOR Proposal 4.
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
|
|
|
|
|
|
|
|
|
|
4.
|
Ratify the appointment of Deloitte
& Touche LLP as our independent registered public accountant for the
2017 fiscal year.
|
|
|
|
☐
|
|
☐
|
|
☐
|
For address
change/comments, mark here.
(see reverse for instructions)
|
☐
|
|
|
Please date and sign exactly as
your name, or names, appears. If shares are held by joint tenants, both
must sign. If signing as attorney, executor, administrator, trustee or
guardian, please give full title as such, please sign full corporate name
by authorized officer. If a partnership, please sign in partnership name
by authorized person.
|
|
|
|
|
|
|
Signature [PLEASE SIGN WITHIN BOX]
|
Date
|
|
Signature (Joint Owners)
|
Date
|
|
Table of Contents
Annual Meeting of
Shareholders
January 26, 2017
10:00
a.m.
700 Market Street, St. Louis,
Missouri 63101
This years meeting
agenda:
1.
|
To elect three
members of the Board of Directors each to serve for a three-year
term.
|
|
2.
|
Advisory nonbinding
approval of resolution to approve compensation of our named executive
officers.
|
|
3.
|
Advisory nonbinding
approval of interval at which we seek shareholder advisory approval of
compensation of our named executive officers.
|
|
4.
|
Ratify the
appointment of Deloitte & Touche LLP as our independent registered
public accountant for the 2017 fiscal year.
|
To attend the meeting, check in with
our representatives at the meeting and, if the shares are held in the name of a
bank, broker or other holder of record, present proof of ownership of our common
stock at check-in.
We thank you in advance for your vote this year. See the back of this
card for directions on how to vote by phone or by Internet as well as how to
request electronic delivery of future shareholder
communications.
Important Notice Regarding the
Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available
at www.SpireEnergy.com/Investors/Corporate-Governance/Annual-Meeting
SPIRE INC.
Proxy solicited on behalf of the Board of Directors
for
Annual Meeting of Shareholders on January 26, 2017
The undersigned hereby appoints Steven
P. Rasche, Suzanne Sitherwood and Ellen L. Theroff and each of them as proxies
with full power of substitution to represent and to vote all shares that the
undersigned would be entitled to vote if present at the annual meeting of
shareholders of Spire Inc. and at any adjournment and postponement thereof. The
meeting will be held January 26, 2017 at 10:00 a.m. central standard time at 700
Market Street, St. Louis, Missouri 63101. The undersigned hereby revokes any
proxies previously given with respect to such meeting.
THIS PROXY WILL BE VOTED AS
SPECIFIED ON THE REVERSE SIDE, BUT IF NO SPECIFICATION IS MADE, IT WILL BE VOTED
FOR ALL OF THE NOMINEES IN PROPOSAL 1, FOR PROPOSALS 2 AND 4 AND FOR 1 YEAR ON
PROPOSAL 3; AND WILL BE VOTED IN THE DISCRETION OF THE PROXIES ON OTHER MATTERS
AS MAY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT
THEREOF.
(If you noted any Address Changes
and/or Comments above, please mark corresponding box on the reverse
side.)
Continued and to be signed on reverse
side
Spire (NYSE:SR)
Gráfico Histórico do Ativo
De Jun 2024 até Jul 2024
Spire (NYSE:SR)
Gráfico Histórico do Ativo
De Jul 2023 até Jul 2024