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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by a Party other than the Registrant o |
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Check the appropriate box: |
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under §240.14a-12 |
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| Bank of Hawaii Corporation | ||||
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(Name of Registrant as Specified In Its Charter) |
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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| (1) | Title of each class of securities to which transaction applies: |
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Fee paid previously with preliminary materials. |
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Amendment to
Proxy Statement
Filed March 16, 2012
FORM DEFA 14A
Meeting Date: April 27, 2012
On March 16, 2012, the Company filed a definitive proxy statement (the "Proxy Statement") with the Securities and Exchange Commission. As a result of clerical error, the Company inadvertently included overstated total benefits that would have been payable to each of the named executive officers had a qualifying termination occurred under the terms of the Retention Plan or plans with change in control provisions on December 31, 2011, in the table on page 43 of the Proxy Statement. The Company also inadvertently suggested that not all of the named executive officers are eligible for the higher tier of benefits under the Retention Plan by not naming all of the named executive officers holding the position of Vice Chairman or above. In all other respects, the table, the footnotes and the narrative description were correct as filed.
The corrected narrative of the Change In Control, Termination and Other Arrangements section and the table included in that section are set forth below and the Proxy Statement shall be deemed amended to reflect these changes.
CHANGE IN CONTROL, TERMINATION AND OTHER ARRANGEMENTS
Bank of Hawaii's Change in Control Retention Plan (the "Retention Plan") provides a participant with benefits in the event that the participant's employment is terminated by the Company without cause or by the participant for "good reason" within 24 months following a change in control of the Company. All of the current named executive officers are participants in the Retention Plan. Two levels of benefits are payable to participants in the Retention Plan, with executives holding the position of Vice Chairman or above being eligible for the higher tier of benefits. Each of the named executive officers is eligible for the higher tier of benefits (described in the table below). In consideration of the benefits payable under the Retention Plan, participants are, for 12 months following termination of employment, subject to non-disclosure, non-competition (generally with respect to any other financial institution doing business in Hawaii), non-solicitation of business and employees, and non-disparagement restrictions.
In 2009, the Company amended the Retention Plan to limit any payment or benefit under the Retention Plan to an amount that would not be subject to Excise Tax even if the benefits would be substantially eliminated as a result of this limit, and to eliminate any tax gross up payments to executives in connection with any payment or benefit under the Retention Plan.
Under the Retention Plan, a "change in control" will be deemed to have occurred if:
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- any person or group becomes the beneficial owner of 25% or more of the combined voting power of the Company's securities
that are entitled to vote for the election of directors;
- •
- a reorganization, merger or consolidation of the Company or the sale of substantially all of its assets occurs (excluding
a transaction in which beneficial owners of the Company immediately prior to the transaction continue to own more than 60% of the total outstanding stock of the resulting entity and of the combined
voting power of the entity's securities that are entitled to vote for the election of directors); or
- •
- individuals who constituted the Board of Directors as of April 30, 2004 cease to constitute a majority of the Board, including as a result of actual or threatened election contests or through consents by or on behalf of a party of other than the Board (but disregarding directors whose nomination or election was approved by at least a majority of the directors as of April 30, 2004 or other directors approved by them).
2
A participant is deemed to have "good reason" if one or more of the following occur after a change in control without the participant's written consent:
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- a material reduction in the participant's base salary, authority, duties or responsibilities, or in the budget over which
the participant has authority;
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- a material reduction in the authority, duties or responsibilities of the participant's supervisor;
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- the participant is required to relocate to a different Hawaiian Island for employment or to a place more than 50 miles
from the participant's base of employment immediately prior to the change in control; or
- •
- any other action or inaction that constitutes a material breach by the Company of the Retention Plan or the participant's employment agreement.
The terms of the Company's 2004 Stock and Incentive Compensation Plan provide for full acceleration of vesting of restricted stock and restricted stock units upon the occurrence of a change in control of the Company. Similarly, the Executive Incentive Plan provides that incentive awards will, upon a change in control of the Company, be prorated as though the applicable performance period ended on the change in control date, and will be calculated as an amount equal to two times a participant's incentive allocation for the prorated performance period.
The table below sets forth the benefits that would have been payable to each of the named executive officers had a qualifying termination occurred under the terms of the Retention Plan or plans with change in control provisions on December 31, 2011.
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Base Salary and Bonus Payment (1)(8) |
Executive Incentive Plan Payment (2)(8) |
Health Benefits (3) |
Outplacement (4) |
Relocation Payment (5) |
Acceleration of Restricted Stock (6)(8) |
Non- competition Payment (7) |
Total | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Peter S. Ho |
$ | 3,000,000 | $ | 1,500,000 | $ | 44,289 | $ | 22,108 | $ | 150,000 | $ | 108,178 | $ | 1,500,000 | $ | 6,324,575 | |||||||||
Kent T. Lucien |
$ | 1,450,947 | $ | 680,000 | $ | 33,781 | $ | 22,108 | $ | 150,000 | $ | 0 | $ | 765,000 | $ | 3,101,836 | |||||||||
Mark A. Rossi |
$ | 1,326,000 | $ | 546,000 | $ | 28,527 | $ | 22,108 | $ | 150,000 | $ | 277,766 | $ | 663,000 | $ | 3,013,401 | |||||||||
Mary E. Sellers |
$ | 1,156,000 | $ | 476,000 | $ | 28,527 | $ | 22,108 | $ | 150,000 | $ | 274,118 | $ | 578,000 | $ | 2,684,753 | |||||||||
Peter M. Biggs |
$ | 952,000 | $ | 392,000 | $ | 33,781 | $ | 22,108 | $ | 150,000 | $ | 42,503 | $ | 476,000 | $ | 2,068,392 | |||||||||
- (1)
- Under
the Retention Plan, participants who hold the position of Vice Chairman or above would be entitled to the sum of (a) two times the
participant's highest annual base salary in the three fiscal years preceding termination of employment (the "Highest Base Salary"), and (b) two times the product of the participant's annual
bonus target percentage under the Executive Incentive Plan in the year of termination and the participant's Highest Base Salary. Amounts would be payable in a lump sum in the month following
termination unless the participant is a "key employee" as defined in Treasury Regulation Section 416(i)(1)(A)(i), (ii) or (iii), in which case amounts would be payable in a lump sum on
the first day of the seventh month following termination.
- (2)
- The
Executive Incentive Plan provides that upon a change in control of the Company, a participant who would otherwise be entitled to a final award for a
performance period ending after the date of the change in control will be entitled to an amount equal to two times the participant's annual bonus target percentage under the plan (calculated based on
the participant's annualized salary), pro-rated to the number of months elapsed in the applicable performance period. The final award would be paid within ten days after the end of the
shortened performance period.
- (3)
- In
lieu of Company-paid health benefits, Retention Plan participants who hold the position of Vice Chairman or above would be entitled to an
amount equal to three times the cost of annual COBRA premiums for the medical, dental and vision plan coverage that was provided to the participant immediately prior to termination (or coverage
provided to employees generally if the participant was not covered by the Company's health plans prior to termination). Amounts would be payable in a lump sum as described in (1) above.
- (4)
- Under the Retention Plan, participants who hold the position of Vice Chairman or above would be entitled to reimbursement for outplacement expenses not to exceed $20,000 (adjusted for inflation after 2007).
3
- (5)
- For
participants who hold the position of Vice Chairman or above, the Retention Plan provides for reimbursement of reasonable moving expenses incurred by
the participant within 24 months following a qualifying termination (to the extent not reimbursed by another employer). The maximum reimbursement for real estate transaction expenses shall not
exceed $100,000 and the maximum reimbursement for all other reasonable moving expenses shall not exceed $50,000.
- (6)
- Under
the 2004 Stock and Incentive Compensation Plan, a change in control would accelerate the lapsing of restrictions applicable to any restricted stock
granted under such plan.
- (7)
- Under
the Retention Plan, a participant who holds the position of Vice Chairman or above is eligible to receive an amount equal to the sum of (a) one
times the participant's Highest Base Salary, and (b) the product of the participant's annual bonus target percentage under the Executive Incentive Plan in the year of termination and the
participant's Highest Base Salary, provided that the participant refrains from competing against the Company (generally with respect to any other financial institution doing business in Hawaii) and
also complies with the non-solicitation, non-disclosures and non-disparagement provisions of the plan for twelve months following the date of termination. The
payment described in this section would be paid in a lump sum in the thirteenth month following termination.
- (8)
- In 2009 the Company amended the Retention Plan to limit any payment or benefit under the Retention Plan to an amount that would not be subject to Excise Tax even if the benefits would be substantially eliminated as a result of this limit. Under the terms of the Retention Plan, if it is determined that any payment or benefit would be subject to Excise Tax, then the benefit payments will be reduced first from equity compensation and then from salary and bonus to the extent that the value of the reduced benefit payments will not be subject to any Excise Tax.
4
Explanatory Note
CHANGE IN CONTROL, TERMINATION AND OTHER ARRANGEMENTS