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NLS > SEC Filings for NLS > Form 8-K on 8-May-2013All Recent SEC Filings

Show all filings for NAUTILUS, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for NAUTILUS, INC.


Change in Directors or Principal Officers, Submission of Matters to a Vote of Secu

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

In a meeting held on May 2, 2013, the Compensation Committee of the Board of Directors of Nautilus, Inc. (the "Company") approved equity compensation awards to certain of the Company's executive officers. The awards consist of options to purchase shares of the Company's common stock and performance stock unit awards, both granted under the Company's 2005 Long Term Incentive Plan. The options vest in three equal annual installments, beginning on May 2, 2014. The options expire on May 2, 2020. The performance unit awards vest based on achievement of goals established for growth in pre-tax income and return on assets over a three-year performance period. The number of shares vested under the performance unit awards following conclusion of the performance period will be determined based on the level at which the goals are achieved. The number of shares vesting can range from 60% of the performance unit awards if minimum thresholds are achieved to a maximum of 150%.

Officer                      Title                 Stock Options   Performance Unit Awards
Bruce M. Cazenave     Chief Executive
                      Officer                             18,000                    11,500
Willam B. McMahon     Chief Operating
                      Officer                              6,000                     4,450
Linda M. Pearce       Chief Financial
                      Officer                              6,000                     4,300
Wayne M. Bolio        SVP, Law & Human
                      Resources, General
                      Counsel                              3,600                     2,400
Robert O. Murdock     VP, General Manager
                      Direct                               3,000                     1,850

Additionally, the Company established award eligibility and fixed annual performance targets for the above-named officers under the Company's short-term incentive program. The Company's short-term incentive program focuses on achievement of certain annual goals for pre-tax operating income and net working capital, as well as personal and strategic performance goals established for the performance period.

Under the short-term incentive program, individual plan participants are eligible to receive incentive compensation based on a target percentage of their base salary. The amount payable is determined based upon the weighted average percentage achievement of the financial, personal and strategic performance goals established for the annual plan period. Achievement below 100% of goal on a combined basis results in payout of less than the target award, and achievement of greater than 100% of goal on a combined basis results in a payout of greater than the target award. The Company must achieve a minimum of 30% of its operating income and 85% of its net working capital goals for any payout to be available with a maximum award of 150% of target if the goals are exceeded. For 2013, Messrs. Cazenave and McMahon are eligible for short-term incentive compensation equal to 100% and 75% of their base salaries, respectively. Mr. Bolio, Mr. Murdock and Ms. Pearce are each eligible for 2013 short-term compensation equal to 50% of their base salaries.

Item 5.07 Matters Submitted to a Vote of Security Holders

On May 1, 2013, the Company held its annual meeting of shareholders. At the annual meeting, the Company's shareholders (i) elected Ronald P. Badie, Bruce M. Cazenave, Richard A. Horn, M. Carl Johnson, III, Anne G. Saunders and Marvin G. Siegert to the Company's Board of Directors, each to serve until the next annual meeting of shareholders or until their successors are duly elected and qualified, (ii) ratified the appointment of Deloitte & Touche LLP as the Company's independent registered accounting firm for the year ending December 31, 2013, (iii) adopted a non-binding advisory resolution approving the Company's executive compensation, and (iv) held an advisory vote relating to the frequency of future shareholder votes on executive compensation.

The following is a summary of the voting results for each matter submitted to the shareholders:

(1) Proposal to Elect a Board of Directors consisting of six members:

        Name                   Votes For    Votes Withheld   Broker Non-Votes
        Ronald P. Badie        16,189,862   379,874          9,822,843
        Bruce M. Cazenave      16,191,803   377,933          9,822,843
        Richard A. Horn        16,192,382   377,354          9,822,843
        M. Carl Johnson, III   16,192,292   377,444          9,822,843
        Anne G. Saunders       16,194,924   374,812          9,822,843
        Marvin G. Siegert      16,192,703   377,033          9,822,843

(2) Proposal to ratify the appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm:

For Against Abstain Non-Votes 26,105,716 161,166 125,697 0

(3) Proposal to adopt a non-binding advisory resolution approving the Company's executive compensation:

For Against Abstain Non-Votes 16,160,110 225,980 183,646 9,822,843

(4) Proposal to recommend, on an advisory basis, that future advisory votes to approve executive compensation be held every:

1 Year 2 Years 3 Years Abstain Non-Votes 15,396,130 31,147 976,362 166,097 9,822,843

Consistent with its policy of adopting any recommendation of the shareholders regarding the frequency of advisory votes on executive compensation which receives the vote of a majority of the Company's shareholders voting on the proposal, the Company has determined to hold future advisory votes on executive compensation annually.

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