£
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Preliminary
Proxy Statement
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£
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Confidential, for Use of the
Commission Only (as permitted by Rule
14a-6(e)(2))
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T
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Definitive
Proxy Statement
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£
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Definitive
Additional Materials
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£
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Soliciting
Material Pursuant to §240.14a-12
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HOUSTON
WIRE & CABLE
COMPANY
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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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T
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No
fee required.
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£
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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)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction
applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was
determined):
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(4)
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Proposed
maximum aggregate value of
transaction:
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(5)
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Total
fee paid:
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£
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Fee
paid previously with preliminary
materials.
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£
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Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its
filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement
No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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By
Order of the Board of Directors,
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Nicol G. Graham
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Vice
President, Chief Financial Officer, Treasurer and
Secretary
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Page
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26
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26
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•
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the
election of seven directors, each to serve until the next annual meeting
and until a successor is duly elected and qualified (Proposal No.
1);
|
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•
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the
ratification of the selection of Ernst & Young LLP as the Company’s
independent registered public accounting firm (Proposal No. 2);
and
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•
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any
other business properly coming before the annual meeting and any
adjournment or postponement
thereof.
|
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•
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Telephoning
the toll-free number listed on the proxy
card;
|
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•
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Using
the Internet site listed on the proxy card;
or
|
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•
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Marking,
dating, signing and returning the enclosed proxy
card.
|
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•
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Delivering
to our Secretary at the address on the first page of this proxy statement
a written notice of revocation of your proxy before or at the annual
meeting and prior to voting;
|
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•
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Delivering
a new proxy bearing a later date by telephone, via the Internet or by
submitting a duly executed proxy card;
or
|
|
•
|
Voting
in person at the annual meeting.
|
|
•
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“FOR”
the election of each nominee for director (see page 8);
and
|
|
•
|
“FOR”
the ratification of Ernst & Young LLP as our independent registered
public accounting firm (see page
24).
|
Beneficial Owner
|
Beneficial Ownership Common Stock
|
|
5% Stockholders
|
Number of Shares(1)
|
Percentage
|
Royce
& Associates, LLC (2)
|
||
1414
Avenue of the Americas
|
||
New
York, NY 10019
|
2,649,975
|
15.0%
|
Capital
Research Global Investors (3)
|
||
333
South Hope Street
|
||
Los Angeles,
CA 90071-1406
|
1,946,500
|
11.0%
|
River
Road Asset Management LLC (4)
|
||
462
S. 4th Street, Suite 1600
|
||
Louisville,
KY 40202
|
1,724,962
|
9.8%
|
Barclays
Global Investors NA (5)
|
||
400
Howard Street
|
||
San Francisco, CA 94105
|
1,032,018
|
5.8%
|
FMR
LLC (6)
|
||
82
Devonshire Street
|
||
Boston, Massachusetts 02109
|
1,000,000
|
5.7%
|
Executive Officers and
Directors
|
||
Charles A. Sorrentino
|
1,304,438
|
7.4%
|
Nicol G. Graham(7)
|
171,900
|
*
|
Michael T. Campbell
|
6,044
|
*
|
I. Stewart Farwell
|
9,000
|
*
|
Peter M. Gotsch
|
10,746
|
*
|
Wilson B. Sexton
|
60,000
|
*
|
William H. Sheffield
|
5,000
|
*
|
Scott L. Thompson
|
15,000
|
*
|
All directors and executive officers as a group (8
persons)(7)
|
1,582,127
|
9.0%
|
*
|
Less
than 1%
|
(1)
|
The
information contained in this table was furnished to us by the individuals
named in the table and reflects the SEC’s definition of beneficial
ownership. Except as noted below, the nature of beneficial ownership for
shares shown in this table is sole voting and investment power (including
shares as to which spouses and minor children of the individuals covered
by this table have such power).
|
(2)
|
As
reported in an amendment to Statement on Schedule 13G filed with the SEC
on behalf of Royce & Associates, LLC on January 26,
2009.
|
(3)
|
As
reported in an amendment to Statement on Schedule 13G filed with the SEC
on behalf of Capital Research Global Investors, a division of Capital
Research and Management Company, on February 13, 2009. Capital
Research Global Investors is deemed to be the beneficial owner of these
shares as a result of Capital Research and Management Company acting as
investment adviser to various investment companies registered under
Section 8 of the Investment Company Act of
1940.
|
(4)
|
As
reported in an amendment to Statement on Schedule 13G filed with the SEC
on behalf of River Road Asset Management LLC on February 17,
2009. River Road Asset Management LLC had sole voting power
with respect to 1,405,072 shares.
|
(5)
|
As
reported in a Statement on Schedule 13G filed with the SEC on behalf of
Barclays Global Investors NA. and certain of its affiliates on
February 5, 2009. Barclays Global Investors NA. and its
affiliates had sole voting power with respect to 1,011,459
shares. Neither Barclays Global Investors NA nor any of its
affiliates individually had beneficial ownership of more than 5% of our
common stock.
|
(6)
|
As
reported in a Statement on Schedule 13G filed with the SEC on behalf of
FMR LLC and Edward C. Johnson 3d, its chairman, on
February 17, 2009. Fidelity Management & Research Company,
a wholly-owned subsidiary of FMR LLC, is deemed to be the beneficial owner
of these shares as a result of acting as investment adviser to various
investment companies registered under Section 8 of the Investment Company
Act of 1940.
|
(7)
|
Includes
60,772 shares owned by the Nicol Gordon Graham IRA—Chase
Bank and 6,875 shares issuable upon the exercise of options that could be
exercised within 60 days after March 9,
2009.
|
•
|
the
accounting and financial reporting processes of the Company and the audits
of the financial statements of the
Company;
|
•
|
the
independent auditors’ qualifications and independence;
and
|
•
|
the
performance of the independent
auditors.
|
|
•
|
maintaining
free and open communication between the committee, independent auditors,
and management of the Company;
|
|
•
|
reviewing
and appraising the fairness of related party transactions;
and
|
|
•
|
preparing
the report required to be prepared pursuant to the rules of the SEC for
inclusion in the Company’s annual proxy
statement.
|
|
•
|
identify
persons that the Committee believes are qualified to be directors of the
Company and consider and evaluate other candidates for director brought to
the attention of the Committee, including persons nominated by
stockholders in accordance with the nomination procedures specified in the
Company’s By-laws or otherwise recommended by
stockholders;
|
|
•
|
recommend
to the board (a) the nominees for election as directors at each annual
meeting of stockholders or at any special meeting of stockholders at which
directors are to be elected and (b) the persons to be appointed by the
board to fill any vacancy on the board (including any vacancy resulting
from an increase in the size of the
board);
|
|
•
|
review
the committee structure of the board and the membership of the board
committees, and recommend to the board nominees for appointment to each of
the committees;
|
|
•
|
discuss
and recommend to the board, after consultation with the Chairman of the
Company’s Compensation Committee, an appropriate successor in the event of
the unexpected death, incapacity or resignation of the CEO (with the
understanding that the Compensation Committee is responsible for reviewing
and making recommendations to the board on management development and
succession planning in all other
circumstances);
|
|
•
|
review
and reassess, at least annually, the adequacy of the Company’s Corporate
Governance Guidelines and recommend to the board for approval any changes
that the Committee deems necessary or
appropriate;
|
|
•
|
review
any proposals submitted by stockholders for inclusion in the Company’s
proxy statement and recommend to the board any action to be taken in
response to such proposals; and
|
|
•
|
oversee
the annual evaluation of the board.
|
|
•
|
make
recommendations to the Board with respect to the CEO’s compensation
level;
|
|
•
|
consider
the Company’s performance and relative shareholder return, the value of
similar incentive awards to the CEOs at comparable companies, and the
awards given to the Company’s CEO in past years when determining the
long-term component of the CEO’s
compensation;
|
|
•
|
review
the CEO’s recommendations on compensation of the executive officers of the
Company and make recommendations to the Board with respect thereto and
with respect to the Company’s major compensation policies and practices;
and
|
|
•
|
administer
and review the Houston Wire & Cable Company 2006 Stock Plan, including
approving the number and distribution of options under such
plan.
|
|
•
|
Our
directors, officers and employees are required to avoid situations in
which their personal, family or financial interests conflict with those of
the Company;
|
|
•
|
Our
directors, officers and employees must refrain from engaging in any
activities that compete with the Company, or which may compromise its
interests;
|
|
•
|
Our
directors, officers and employees must refrain from taking any business or
investment opportunity discovered in the course of employment with or
service to the Company that the director, officer or employee knows, or
should have or has reason to know, would benefit the Company;
and
|
|
•
|
Our
directors, officers and employees must comply with all applicable
governmental laws, rules and
regulations.
|
Name
|
Fees
Earned or
Paid in Cash
($)
|
Option
Awards
($)(1)
|
Total
($)
|
Michael T. Campbell
|
39,000
|
93,484
|
132,484
|
I.
Stewart Farwell
|
48,250
|
54,253
|
102,503
|
Peter M. Gotsch
|
35,750
|
31,161
|
66,911
|
Wilson B. Sexton
|
46,750
|
54,253
|
101,003
|
William H. Sheffield
|
47,750
|
54,253
|
102,003
|
Scott L. Thompson
|
75,000
|
85,414
|
160,414
|
(1)
|
This
column shows the dollar amount we recognized for financial statement
reporting purposes in 2008 in accordance with SFAS No. 123(R) for all
option awards that have been granted to each of our non-employee
directors. See note 8 of the Notes to our Consolidated
Financial Statements contained in our Annual Report on Form 10-K for the
year ended December 31, 2008 for a discussion of the assumptions we made
in the valuation of these options. Each of
Messrs. Farwell, Sexton, Sheffield and Gotsch, upon their re-election
to the board at the annual meeting of stockholders on May 8, 2008,
received an option to purchase 5,000 shares of our common stock at an
exercise price of $17.36 per share. Mr. Thompson received an option
to purchase 10,000 shares for being elected as chairman of the board and
Mr. Campbell received an option to purchase 15,000 shares for being
elected to the board. The grant date fair value of each such director’s
2008 option award, computed in accordance with SFAS No. 123(R) and the
number of stock options held at March 9, 2009 by non-employee directors
was:
|
Name
|
2008
Grant Date Fair Value of Options ($)
|
Cumulative
Stock Options Held (#)
|
|||
Michael
T. Campbell
|
143,822
|
15,000
|
|||
I.
Stewart Farwell
|
47,941
|
25,000
|
|||
Peter
M. Gotsch
|
47,941
|
5,000
|
|||
Wilson
B. Sexton
|
47,941
|
25,000
|
|||
William
H. Sheffield
|
47,941
|
25,000
|
|||
Scott
L. Thompson
|
95,881
|
10,000
|
(*)
|
|
|
*
|
In
addition, Mr. Thompson gave 20,000 options to his two adult children.
Mr. Thompson disclaims beneficial ownership of these
options.
|
|
·
|
If
we achieve less than 85% of the target for the fiscal year, then no
incentive bonus is paid for that fiscal
year.
|
|
·
|
If
we achieve 100% of the target for the fiscal year, then the incentive
bonus is equal to 50% of Mr. Sorrentino’s base salary as of the end
of that year.
|
|
·
|
If
we achieve 115% or more of the target for the fiscal year, then the
incentive bonus is equal to 100% of the base salary as of the end of that
year.
|
|
·
|
If
we achieve a percentage of the target for the fiscal year that is between
any two of the 85%, 100% or 115% thresholds referred to above, then the
incentive bonus is a percentage of the base salary for that fiscal year
calculated on a straight line basis between the percentage that would
apply at those two thresholds.
|
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)(1)
|
Option
Awards
($)(2)
|
Non-Equity
Incentive
Plan Compensation
($)(3)
|
All
Other Compensation
($)(4)
|
Total
($)
|
|||||||||||||
Charles A. Sorrentino,
|
||||||||||||||||||||
President
and Chief
Executive
Officer
|
2008
|
469,231
|
—
|
1,294,427
|
—
|
24,312
|
1,787,970
|
|||||||||||||
2007
|
444,231
|
—
|
971,977
|
10,350
|
23,014
|
1,449,572
|
||||||||||||||
2006
|
383,173
|
—
|
—
|
425,000
|
19,094
|
827,267
|
||||||||||||||
Nicol G. Graham,
|
|
|||||||||||||||||||
Chief
Financial Officer
|
2008
|
189,291
|
—
|
29,384
|
—
|
12,760
|
231,435
|
|||||||||||||
2007
|
180,600
|
45,570
|
21,110
|
—
|
14,636
|
261,916
|
||||||||||||||
2006
|
167,000
|
—
|
615
|
52,500
|
6,440
|
226,555
|
(1)
|
In
2007, the Company did not meet the operating income threshold under the
Senior Management Bonus Program, largely due to certain unbudgeted
expenses, and the Compensation Committee made a discretionary award to Mr.
Graham and other members of senior management (other than Mr. Sorrentino)
equal to 25% of their salaries. The amount shown in this column
represents the discretionary award made to
Mr. Graham.
|
(2)
|
This
column shows the dollar amount recognized by the Company for financial
reporting purposes in 2008 in accordance with SFAS No. 123(R) for all
stock options granted to each named executive officer. See note
8 of Notes to Consolidated Financial Statements contained in our Annual
Report of Form 10-K for the year ended December 31, 2008 for a discussion
of the assumptions made by the Company in the valuation of these option
awards. Under SFAS No. 123(R), the fair value of option awards
is recognized as expense over the vesting period of the award except where
it is accelerated for employees that are retirement-eligible or will
become retirement-eligible during the vesting period. The value of the
stock options reported in the “Option Awards” column is different from the
grant date fair value of the stock options granted in 2008 because the
“Option Awards” column includes, as required by SFAS No. 123(R), the
expense of awards granted prior to 2008 where the vesting period for those
awards extends into 2008 to the extent the expense was not previously
accelerated due to retirement-eligibility of the employees. The expense of
the option awards for Mr. Graham, who is a non-retirement-eligible
employee, is spread equally over the full vesting period. In addition to
the amount shown above, we expensed $11,404 in 2008 and in 2007 with
respect to outstanding option grants to Mr. Graham that were made
prior to 2007. As a private company, we accounted for those
earlier awards under Accounting Principles Board Opinion No. 25 rather
than SFAS No. 123(R).
|
(3)
|
The
amounts shown for Mr. Sorrentino represent payments made pursuant to
the terms of his current employment agreement, since its execution on
April 26, 2006. The amount shown for Mr. Graham represents
payments made pursuant to the Company’s senior management incentive plan.
Mr. Graham’s bonus was based on the achievement of operating income
targets, revenue and inventory-turns targets, in each case, as approved by
the Company’s board of directors and its Compensation
Committee. For a description of the incentive arrangements,
please see “Compensation Discussion and Analysis – Elements of Company’s
Compensation Plan and How Each Element Relates to Our Objectives –
Incentive Cash Bonuses.”
|
(4)
|
All
Other Compensation reported for Mr. Sorrentino in 2008 represents a $9,000
matching contribution by the Company to our 401(k) Plan, $3,312 for group
term life and long-term disability insurance premiums and $12,000 for an
auto allowance. All Other Compensation reported for Mr. Graham in 2008
represents a $7,039 matching contribution by the Company to our 401(k)
Plan, $1,044 for group term life and long-term disability insurance
premiums and $4,677 for personal use of an
automobile.
|
|
·
|
Estimated
possible payouts under non-equity incentive plan awards for 2008,
and
|
|
·
|
Stock
options granted in 2008.
|
Estimated
Possible Payouts Under
Non-Equity Incentive Plan Awards(2)
|
All
Other Option
Awards:
Number
of Securities
Underlying
|
Exercise
or Base
Price of
Option
|
Grant
Date
Fair Value
of Stock
and Option
|
||||||||||||||||||||||
Name
|
Grant
Date(1)
|
Threshold
($)(3)
|
Target
($)(4)
|
Maximum
($)(5)
|
Options
(#)(6)
|
Awards
($/sh)(7)
|
Awards
($)(8)
|
||||||||||||||||||
Charles A. Sorrentino
|
01/09/08
|
403,750 | 475,000 | 546,250 | 65,000 | 11.99 | 400,762 | ||||||||||||||||||
12/17/08
|
65,000 | 9.27 | 264,833 | ||||||||||||||||||||||
Nicol G. Graham
|
12/17/08
|
— | — | 105,267 | 10,000 | 9.27 | 40,700 |
(1)
|
The
“Grant Date” reflects the date on which the Compensation Committee acted
to approve the grant of the award.
|
(2)
|
The
amounts shown for Mr. Sorrentino reflect the amounts that were
payable pursuant to his employment agreement and are based on performance
targets established by the Compensation Committee and board of directors
for 2008. Mr. Sorrentino did not receive a payout under
his agreement for 2008. For a description of
Mr. Sorrentino’s employment agreement, please see “Compensation
Discussion and Analysis — Elements of Company’s Compensation Plan and How
Each Element Relates to Our Objectives – Employment Agreements.” The
amounts shown for Mr. Graham represent the potential payout under our
Senior Management Bonus Program for 2008. No payouts were
actually made under the Senior Management Bonus Program in
2008.
|
(3)
|
Non-Equity Incentive Plan
Awards – Threshold. Pursuant to our employment agreement
with Mr. Sorrentino, the amount shown in this column for
Mr. Sorrentino represents 85% of his salary for 2008, the percentage
of his salary to be paid upon reaching the thresholds set in accordance
with his agreement. Pursuant to the Senior Management Bonus
Program, in which Mr. Graham participates, performance at or below a
specific incentive factor will result in no payment with respect to that
incentive factor. Performance above the minimum goals for each
incentive factor result in a payment (based on a percentage of the
executive’s salary) ranging from $1 to the maximum bonus amount for each
incentive factor, depending on the level at which the performance goal was
attained.
|
(4)
|
Non-Equity Incentive Plan
Awards – Target. Pursuant to our employment agreement
with Mr. Sorrentino, the amount shown in this column for
Mr. Sorrentino represents 100% of his salary for 2008. The
Senior Management Bonus Program, in which Mr. Graham participates,
does not specify a target amount. Where “target” amounts are
not determinable, the SEC rules require the disclosure of representative
amounts based on the previous fiscal year’s performance. Accordingly, we
have disclosed above in the “Target” column the amount that would be paid
under our 2008 Senior Management Bonus Program to Mr. Graham, based
on our performance in 2007.
|
(5)
|
Non-Equity Incentive Plan
Awards – Maximum. Pursuant to our employment agreement
with Mr. Sorrentino, the amount shown in this column for
Mr. Sorrentino represents 115% of his salary for 2008, the maximum
percentage of his salary that is available to him under his
agreement. Pursuant to the 2008 Senior Management Bonus
Program, the amount shown in this column for Mr. Graham represents
55% of his salary for 2008, the maximum percentage of his salary that is
available to him under the Program.
|
(6)
|
This
column shows the number of shares that may be issued to the named
executive officers upon exercise of stock options granted in
2008.
|
(7)
|
The
exercise price for all stock options granted in 2008 was the closing sale
price of our common stock on the date of grant as reported by The Nasdaq
Global Market.
|
(8)
|
The
grant date fair value of the option awards was computed in accordance with
SFAS No. 123(R). See footnote 8 to the Consolidated Financial Statements
contained in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2008 for a discussion of the assumptions made in the
valuation of these option awards.
|
Option Awards
|
|||||||||||
Name
|
Number
of Securities Underlying
Unexercised
Options Exercisable
(#)
|
Number
of Securities Underlying
Unexercised
Options Unexercisable
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
|||||||
Charles A. Sorrentino
|
— | 500,000 (1) | 26.19 |
03/09/2017
|
|||||||
— | 65,000 (2) | 11.99 |
01/09/2018
|
||||||||
— | 65,000 (2) | 9.27 |
12/17/2018
|
||||||||
Nicol G. Graham
|
1,875 | 3,750 (3) | 2.67 |
12/30/2015
|
|||||||
4,000 | 6,000 (4) | 21.73 |
12/20/2016
|
||||||||
1,000 | 4,000 (5) | 15.40 |
12/18/2017
|
||||||||
— | 10,000 (6) | 9.27 |
12/17/2018
|
(1)
|
The
options under this grant vest in equal installments of 250,000 shares per
year on March 9, 2011 and March 9,
2012.
|
(2)
|
The
options under this grant vest in equal installments of 32,500 shares per
year on March 9, 2011 and March 9,
2012.
|
(3)
|
The
remaining options under this grant vest in equal installments of 1,875
shares per year on December 30, 2009 and
2010.
|
(4)
|
The
remaining options under this grant vest in equal installments of 2,000
shares per year on December 20, 2009, 2010 and
2011.
|
(5)
|
The
options under this grant vest in equal installments of 1,000 shares per
year on December 18, 2009, 2010, 2011 and
2012.
|
(6)
|
The
options under this grant vest in equal installments of 2,000 shares per
year on December 17, 2009, 2010, 2011, 2012 and
2013.
|
|
·
|
The
exercise during 2008 of stock options to purchase shares of our common
stock, and
|
|
·
|
The
dollar amount realized upon exercise of the stock
options.
|
Option Awards
|
||||||
Name
|
Number
of Shares Acquired
on
Exercise
(#)
|
Value
Realized
on Exercise
($)(1)
|
||||
Charles A Sorrentino
|
—
|
—
|
||||
Nicol G. Graham
|
2,625
|
$
38,801
|
(1)
|
Value Realized on
Exercise. The value realized on the exercise of
stock options represents the pre-tax difference between the option
exercise price and the closing price of the stock on the exercise date,
multiplied by the number of shares of common stock covered by the stock
options exercised by
Mr. Graham.
|
Members
of the Compensation Committee
|
|
Peter M. Gotsch,
Chairman
|
|
William H Sheffield
|
|
Wilson B. Sexton
|
(a)
|
(b)
|
(c)
|
|||||||
Plan
Category
|
Number
of Securities
to be Issued
upon Exercise
of Outstanding
Options,
Warrants and
Rights
|
Weighted-Average
Price
of Outstanding
Options,
Warrants and
Rights(3)
|
Number
of Securities Remaining
Available for
Issuance under Equity
Compensation Plans
(Excluding Securities
Reflected in Column
(a)
|
||||||
Equity
compensation plans approved by security holders(1)
|
1,112,500
|
$
20.23
|
687,500
|
||||||
Equity
compensation plans not approved by security holders(2)
|
65,081
|
$
2.30
|
—
|
(1)
|
Amounts
shown in this row relate solely to stock options granted under our 2006
Stock Plan. The 2006 plan provides for discretionary awards of stock
options and restricted stock to selected employees and directors. Our
board may grant non-qualified or incentive stock options to selected
employees and non-qualified stock options to non-employee directors. The
board may set the terms and conditions applicable to the options,
including the exercise price of the option, type of option and the number
of shares subject to the option. In any event, each option will expire 10
years from the date of grant.
|
(2)
|
Amounts
shown in this row relate solely to non-qualified stock options granted
under our 2000 Stock Plan. No grants under the 2000 plan have been made
since the Company’s public offering in June 2006 nor will be made in the
future. Under the 2000 Stock Plan the board of directors was able to grant
non-qualified or incentive stock options to selected key employees and
non-qualified stock options to non-employee directors. The duration of any
option could not exceed 10 years from the grant date. The board was also
able to grant stock awards to key employees and directors for such numbers
of shares, and subject to such vesting requirements, restrictions and
other terms and conditions, as the board determined in its
discretion.
|
(3)
|
Weighted-average
exercise price of outstanding stock
options.
|
Scott L. Thompson,
Chairman
|
|
Michael T. Campbell
|
|
Peter M. Gotsch
|
|
Wilson B. Sexton
|
|
|
•
|
Audit Services consist
of services rendered by an external auditor for the audit of our annual
consolidated financial statements (including tax services performed to
fulfill the auditor’s responsibility under generally accepted auditing
standards) and internal controls and reviews of financial statements
included in Form 10-Qs, and includes services that generally only an
external auditor can reasonably provide, such as comfort letters,
statutory audits, attest services, consents and assistance with and review
of documents filed with the SEC.
|
|
•
|
Audit-Related Services
consist of assurance and related services by an external auditor that are
reasonably related to audit or review of financial statements, including
employee benefit plan audits, due diligence related to mergers and
acquisitions, and accounting
consultations.
|
|
•
|
Tax Services consist of
services not included in Audit Services above, rendered by an external
auditor for tax compliance.
|
|
•
|
Other Non-Audit Services
are any other permissible work that is not an Audit, Audit-Related or Tax
Service.
|
Year
|
Audit
Fees
|
Audit-Related
Fees
|
Tax
Fees
|
All
Other Fees
|
Total
|
||||||||||
2008
|
$ 419,099 | $ — | $ 51,500 | $ — | $ 470,599 | ||||||||||
2007
|
$ 717,906 | $ — | $ 40,775 | $ — | $ 758,681 |
(1)
|
Audit
fees include fees for professional services rendered for the audit of our
annual consolidated financial statements, the audit of our internal
controls and the reviews of the interim financial statements included in
our Forms 10-Q. The audit fees in 2008 and 2007 also included charges for
internal control compliance with Sarbanes-Oxley Section 404. For 2007 the
audit fees include charges of $159,943 related to audit work performed in
connection with our secondary public offering in March
2007.
|
(2)
|
There
were no audit-related services for fiscal 2008 and
2007.
|
(3)
|
Tax
fees represent professional services related to tax
compliance.
|
|
•
|
accessing
the Investor Relations section of our website at http://www.houwire.com
and clicking on the “SEC Filings”
link;
|
|
•
|
writing
to:
|
|
•
|
telephoning
us at: (713) 609-2100.
|
BY
ORDER OF THE BOARD OF DIRECTORS
|
|
Nicol G. Graham
|
|
Vice
President, Chief Financial Officer, Treasurer and
Secretary
|