| REGISTRATION STATEMENT ON FORM S-8 (NO. 333-42434) FILED WITH THE SEC ON JULY 28, 2000; | |
| REGISTRATION STATEMENT ON FORM S-8 (NO. 333-119564) FILED WITH THE SEC ON OCTOBER 6, 2004; AND | |
| REGISTRATION STATEMENT ON FORM S-8 (NO. 333-147683) FILED WITH THE SEC ON NOVEMBER 28, 2007. |
TEEKAY CORPORATION | ||||
Date: August 28, 2009
|
By: | /s/ Vincent Lok | ||
Vincent Lok | ||||
Executive Vice President and Chief Financial Officer | ||||
(Principal Financial and Accounting Officer) |
TEEKAY CORPORATION 4th Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08 Bermuda |
Place: | Marina Club Room Point Roberts Marina 2nd Floor, 713 Simundson Drive Point Roberts, WA USA |
|||
Date: | Wednesday, September 9, 2009 | |||
Time: | 09:30 10:00 a.m. Pacific Daylight Time |
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1
Time and Date
|
Wednesday, September 9, 2009 | |
9:30 10:00 a.m. Pacific Daylight Time | ||
Place
|
Marina Club Room | |
Point Roberts Marina | ||
2nd Floor, 713 Simundson Drive | ||
Point Roberts, WA | ||
USA | ||
Items of Business
|
(1) To elect three directors to Teekays Board of Directors for a term of three
years. |
|
(2) To transact such other business as may properly come before the annual meeting
or any adjournment or postponement of the meeting. |
||
Adjournments and Postponements |
Any action on the items of business described above may be considered at the annual meeting at the time and on the date specified above or at any time and date to which the annual meeting may be properly adjourned or postponed. | |
Record Date
|
The record date for the annual meeting is July 13, 2009. Only shareholders of record at the close of business on that date will be entitled to notice, and to vote at, the annual meeting or any adjournment or postponement of the meeting. | |
Internet Availability
|
We are furnishing proxy materials to our shareholders over the Internet. On or about July 30, 2009, we will mail our shareholders a notice containing instructions on how to access our 2009 proxy statement and annual report via the Internet and vote online. The notice also provides instruction on how shareholders can request a paper copy of these documents if they desire, and how shareholders can enroll in e-delivery to receive future annual materials via email. | |
Voting
|
Your vote is very important. Whether or not you plan to attend the annual meeting, we encourage you to read this proxy statement and submit your proxy or voting instructions as soon as possible. You may submit your proxy for the annual meeting as instructed in the proxy. For specific instructions on how to vote your shares, please refer to the section entitled Questions and Answers beginning on page 3 of the proxy statement and the instructions on the proxy or voting instruction card. |
2
Q: | Why am I receiving these materials? |
|
A: | The Board of Directors (or Board) of Teekay Corporation, a corporation organized in the Republic of The Marshall Islands
(or Teekay), is providing these proxy materials for you in connection with Teekays Annual Meeting of Shareholders, which
will take place on September 9, 2009. As a shareholder, you are invited to attend the annual meeting and are entitled and
requested to vote on the items of business described in this proxy statement. |
Q: | What information is contained in this proxy statement? |
|
A: | The information included in this proxy statement relates to the proposals to be voted on at the annual meeting, the voting
process, the compensation of directors and Teekays most highly-paid executive officers, and certain other information
about Teekay. |
Q: | How may I obtain Teekays annual report to shareholders? |
|
A: | A copy of our annual report to shareholders may be found in the Investor Center section of our website at www.teekay.com. |
Q: | How may I obtain Teekays Annual Report on Form 20-F filed with the SEC? |
|
A: | Our 2008 Annual Report on Form 20-F constitutes our annual report to shareholders. Shareholders may also request a free
copy of our 2008 Annual Report on Form 20-F from: |
Teekay will also furnish any exhibit to the Form 20-F if specifically requested. Copies of the
2008 Annual Report on Form 20-F are also available under SEC Filings in the Investor
Center section of our website at www.teekay.com and at the SECs EDGAR database on the
SECs website at www.sec.gov. |
Q: | What items of business will be voted on at the annual meeting? |
A: | The items of business scheduled to be voted on at the annual meeting are: |
| The election of three directors to Teekays Board for a term of three years; and |
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| Any other business that properly comes before the annual meeting. |
Q: | How does the Board recommend that I vote? |
|
A: | The Board recommends that you vote your shares FOR each of the nominees to the Board. |
Q: | What shares can I vote? |
|
A: | Each share of Teekay common stock issued and outstanding as of the close of business on July 13, 2009, the record date for
the annual meeting, is entitled to be voted on all items being voted upon at the annual meeting. The record date for the
annual meeting is the date used to determine both the number of shares of Teekays common stock that are entitled to be
voted at the annual meeting and the identity of the shareholders of record and beneficial owners of those shares of common
stock who are entitled to vote those shares at the annual meeting. On the record date for the annual meeting we had
approximately 72,516,193 shares of common stock issued and outstanding. |
3
You may vote all shares owned by you as of the record date for the annual meeting,
including (1) shares held directly in your name as the shareholder of record, including
shares purchased through Teekays Dividend Reinvestment Plan, and (2) shares held for you
as the beneficial owner through a broker, trustee or other nominee such as a bank. |
Q: | What is the difference between holding shares as a shareholder of record and as a beneficial owner? |
A: | Most Teekay shareholders hold their shares through a broker or other nominee rather than directly in their own name. As
summarized below, there are some distinctions between shares held of record and those owned beneficially. |
Shareholder of Record |
||
If your shares are registered directly in your name with Teekays transfer agent, BNY
Mellon Shareowner Services, you are considered, with respect to those shares, the
shareholder of record, and these proxy materials are being sent directly to you by Teekay.
As the shareholder of record, you have the right to grant your voting proxy directly to
Teekay or to vote in person at the meeting. |
||
Beneficial Owner |
||
If your shares are held in a brokerage account or by another nominee, you are considered
the beneficial owner of shares held in street name, and these proxy materials are being
forwarded to you together with a voting instruction card. As the beneficial owner, you
have the right to direct your broker, trustee or nominee how to vote and are also invited
to attend the annual meeting. |
||
Since a beneficial owner is not the shareholder of record, you may not vote these shares in
person at the meeting unless you obtain a legal proxy from the broker, trustee or nominee
that holds your shares, giving you the right to vote the shares at the meeting. Your
broker, trustee or nominee should have provided voting instructions for you to use in
directing the broker, trustee or nominee how to vote your shares. |
Q: | How can I attend the annual meeting? |
A: | You are entitled to attend the annual meeting only if you were a
Teekay shareholder as of the close of business on July 13, 2009 or you
hold a valid proxy for the annual meeting. You should be prepared to
present photo identification for admittance. In addition, if you are
a shareholder of record, your name will be verified against the list
of shareholders of record on the record date prior to your being
admitted to the annual meeting. If you are not a shareholder of
record but hold shares through a broker or nominee (i.e., in street
name), you should provide proof of beneficial ownership on the record
date, such as your most recent account statement prior to the record
date, a copy of the voting instruction card provided by your broker,
trustee or nominee, or other similar evidence of ownership. If you do
not provide photo identification or comply with the procedures
outlined above upon request, you will not be admitted to the annual
meeting. The meeting is scheduled to begin promptly at 9:30 a.m.
Pacific Daylight Time. |
Q: | How can I vote my shares in person at the annual meeting? |
A: | Shares held in your name as the shareholder of record may be voted in
person at the annual meeting. Shares held beneficially in street name
may be voted in person only if you obtain a legal proxy from the
broker, trustee or nominee that holds your shares giving you the right
to vote the shares. Even if you plan to attend the annual meeting, we
recommend that you also submit your proxy or voting instructions as
described below so that your vote will be counted if you later decide
not to attend the meeting. |
Q: | How can I vote my shares without attending the annual meeting? |
A: | Whether you hold shares directly as the shareholder of record or
beneficially in street name, you may direct how your shares are voted
without attending the meeting. If you are a shareholder of record,
you may vote by submitting a proxy. If you hold shares beneficially
in street name, you may vote by submitting voting instructions to your
broker, trustee or nominee. |
Q: | Can I change my vote? |
A: | You may change your vote at any time prior to the vote at the annual
meeting. If you are the shareholder of record, you may change your
vote by granting a new proxy bearing a later date (which automatically
revokes the earlier
proxy), by providing a written notice of revocation to the Teekay Corporate Secretary by mail received prior to your shares being
voted, or by attending the annual meeting and voting in person. Attendance at the meeting will not cause your previously granted
proxy to be revoked unless you specifically so request. For shares you hold beneficially in street name, you may change your vote
by submitting new voting instructions to your broker, trustee or nominee, or, if you have obtained a legal proxy from your broker or
nominee giving you the right to vote your shares, by attending the meeting and voting in person. |
4
Q: | Is my vote confidential? |
A: | Proxy instructions, ballots and voting tabulations that identify individual shareholders are handled in a
manner that protects your voting privacy. Your vote will not be disclosed either within Teekay or to
third parties, except (1) as necessary to meet applicable legal requirements, (2) to allow for the
tabulation of votes and certification of the vote and (3) to facilitate a successful proxy solicitation.
Occasionally shareholders provide written comments on their proxy card, which are then forwarded to
Teekays management. |
Q: | How many shares must be present or represented to conduct business at the annual meeting? |
A: | The general quorum requirement for holding the annual meeting and transacting business is that holders of
a majority of shares of Teekay common stock entitled to vote must be present in person or represented by
proxy. However, the number of shares required to be represented at the annual meeting to constitute a
quorum is reduced from a majority to one-third of the shares entitled to vote on a specific matter if that
matter is recommended by the Continuing Directors or, for purposes of voting on the election of directors,
if all nominees are recommended by the Continuing Directors. Continuing Directors means the incumbent
members of the Board of Directors that were members of the Board on May 31, 2006 and any persons who have
been or are subsequently elected or appointed to the Board if such persons are recommended by a majority
of the Continuing Directors. The Continuing Directors have recommended for election all the nominees for
director set out in this proxy statement. Accordingly, the quorum for this matter will be one-third of
the shares entitled to vote, present in person or represented by proxy. Both abstentions and broker
non-votes are counted for the purpose of determining the presence of a quorum. |
Q: | How are votes counted? |
A: | In the election of directors, you may vote FOR all of the nominees or your vote may be WITHHELD with
respect to one or more of the nominees. For any other item of business, you may vote FOR, AGAINST or
ABSTAIN. If you ABSTAIN, the abstention has the same effect as a vote AGAINST. |
|
If you provide specific instructions for a given item, your shares will be voted as you
instruct on such item. If you sign your proxy card or voting instruction card without
giving specific instructions, your shares will be voted in accordance with the
recommendations of the Board (i.e., FOR all of Teekays nominees to the Board, and in the
discretion of the proxy holders on any other matters that properly come before the
meeting). |
||
If you hold shares beneficially in street name and do not provide your broker with voting
instructions, your shares may constitute broker non-votes. Generally, broker non-votes
occur on a matter when a broker is not permitted to vote on that matter without
instructions from the beneficial owner and instructions are not given. In tabulating the
voting result for any particular proposal, shares that constitute broker non-votes are not
considered entitled to vote on that proposal. Thus, broker non-votes will not affect the
outcome of any matter being voted on at the meeting, assuming that a quorum is obtained. |
Q: | What is the voting requirement to approve each of the proposals? |
A: | In the election of directors, the three persons receiving the highest number of FOR votes at the annual meeting will be
elected. Any other proposals require the affirmative FOR vote of a majority of those shares present in person or
represented by proxy and entitled to vote on that proposal at the annual meeting. |
Q: | Is cumulative voting permitted for the election of directors? |
A: | No. Teekay does not allow you to cumulate your vote in the election of directors. For all matters proposed for
shareholder action at the annual meeting, each share of common stock outstanding as of the close of business on the record
date is entitled to one vote. |
5
Q: | What happens if additional matters are presented at the annual meeting? |
A: | Other than the one item of business described in this proxy statement, we are not aware of any business to be acted upon at
the annual meeting. If you grant a proxy, the persons named as proxy holders, Bjorn Moller, Peter Evensen and Arthur J.
Bensler, will have the discretion to vote your shares on any additional matters properly presented for a vote at the
meeting. If for any unforeseen reason any of our nominees are not available as a candidate for director, the persons named
as proxy holders will vote your proxy for such candidate or candidates as may be nominated by the Board, unless the Board
chooses to reduce the number of directors serving on the Board. |
Q: | What should I do if I receive more than one set of voting materials? |
A: | If you request a printed set of voting materials, you may receive more than one set of voting materials, including multiple
copies of this proxy statement and multiple proxy or voting instruction cards. For example, if you hold your shares in
more than one brokerage account, you may receive a separate voting instruction card for each brokerage account in which you
hold shares. If you are a shareholder of record requesting printed voting materials and your shares are registered in more
than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and
voting instruction card that you receive. |
Q: | How may I obtain a separate set of voting materials? |
A: | If you share an address with another shareholder and request a printed set of voting materials, you may receive only one
set of proxy materials unless you have provided contrary instructions. If you wish to receive a separate set of proxy
materials now or in the future, you may contact us to request a separate copy of these materials at: |
Similarly, if you share an address with another shareholder and have received multiple copies of
our proxy materials, you may contact us as indicated above to request delivery of a single
copy of these materials. |
Q: | Who will bear the cost of soliciting votes for the annual meeting? |
A: | Teekay is making this solicitation and will pay the entire cost of
preparing, assembling, printing, mailing and distributing proxy
materials and soliciting votes. In addition to the mailing of any
proxy materials, the solicitation of proxies or votes may be made in
person, by telephone or by electronic communication by our directors,
officers and employees, who will not receive any additional
compensation for such solicitation activities. Upon request, we will
reimburse brokerage houses and other custodians, nominees and
fiduciaries for forwarding proxy and solicitation materials to
shareholders. |
Q: | Where can I find the voting results of the annual meeting? |
A: | We intend to announce preliminary voting results at the annual meeting
and publish final results in our report on Form 6-K for the third
quarter of fiscal 2009. |
6
Q: | What is the deadline to propose actions for consideration at next
years annual meeting of shareholders or to nominate individuals to
serve as directors? |
A: | You may submit proposals, including director nominations, for
consideration at future shareholder meetings as indicated below. |
Shareholder Proposals |
||
For a shareholder proposal to be considered for inclusion in Teekays proxy statement for
the annual meeting next year, the written proposal must be received by Teekays Corporate
Secretary at the address set forth below no later than
December 31, 2009. If the date of next years annual meeting is moved more than 30 days before
or after the anniversary date of this years annual meeting, the deadline for inclusion of
proposals in Teekays proxy statement instead will be not later than 10 days following the
earlier of the date on which notice of the annual meeting is mailed to Teekays shareholders or
the date on which public disclosure of the date of the annual meeting is made. Such proposals
also will need to comply with Teekays bylaws provisions regarding business to be brought before
a shareholder meeting. Proposals should be sent by mail or facsimile addressed to: |
For a shareholder proposal that is not intended to be included in Teekays proxy statement
as described above, the shareholder must deliver a proxy statement and form of proxy to
holders of a sufficient number of shares of Teekay common stock to approve that proposal,
provide the information required by Teekays bylaws and give timely notice to Teekays
Corporate Secretary in accordance with the bylaws, which, in general, require that the
notice be received by the Corporate Secretary not less than 60 days or more than 90 days
prior to the meeting date. |
Nomination of Director Candidates |
You may propose director candidates for consideration by the Boards Nominating and
Governance Committee. Any such recommendation should include the nominees name and
qualifications for Board membership and should be directed to Teekays Corporate Secretary
at the address set forth above. Please read Corporate Governance Principles and Board
Matters Consideration of Director Nominees below. In addition, Teekays bylaws permit
shareholders to nominate directors for election at an annual shareholder meeting. To
nominate a director, the shareholder must deliver a proxy statement and form of proxy to
holders of a sufficient number of shares of Teekay common stock to elect such nominee and
provide the information required by Teekays bylaws, as well as a statement by the nominee
acknowledging that he or she will owe a fiduciary obligation to Teekay and its shareholders
if elected. In addition, the shareholder must give timely notice to Teekays Corporate
Secretary in accordance with the bylaws, which, in general, require that the notice be
received by the Corporate Secretary within the time period described above under
Shareholder Proposals. |
Copy of By-Laws Provisions |
You may contact Teekays Corporate Secretary at the address set forth above for a copy of
the relevant by-laws provisions regarding the requirements for making shareholder proposals
and nominating director candidates. Teekays bylaws are also available under Corporate
Governance in the Investor Center section of Teekays website at www.teekay.com. |
Q: | How may I communicate with Teekays Board or the non-management directors on Teekays Board? |
A: | You may submit any communication intended for Teekays Board or the non-management directors by directing the communication
by mail or fax addressed as follows: |
7
Compensation | ||||||
and | Nominating | |||||
Human | and | |||||
Name of Director | Audit | Resources | Governance | |||
Non-Employee Directors: |
||||||
Ian D. Blackburne |
X | X* | ||||
J. Rod Clark |
X | |||||
C. Sean Day |
X* | |||||
Peter S. Janson |
X | X | ||||
Axel Karlshoej |
X | |||||
Thomas Kuo-Yuen Hsu |
X | |||||
Eileen A. Mercier |
X* | X | ||||
Tore I. Sandvold |
X | |||||
Employee Directors: |
||||||
Bjorn Moller |
||||||
Number of Meetings in Fiscal 2008 |
7 | 4 | 4 |
8
| the integrity of Teekays financial statements; |
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| Teekays compliance with legal and regulatory requirements; |
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| the independent auditors qualifications and independence; and |
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| the performance of Teekays internal audit function and independent auditors. |
| engagement of Teekays independent auditor; |
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| evaluation of the independent auditors qualifications, performance and independence; |
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| meeting with management and the independent auditor to review and discuss annual and
quarterly financial statements, financial disclosure and, as applicable. the independent
auditors report on internal controls over financial reporting; |
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| periodic assessment of accounting practices and policies and risk and risk management,
including the Companys policy on use of derivatives and its compliance with the policy; |
||
| review of Teekays internal controls, internal audit function and corporate policies with
respect to financial information; |
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| periodic review with management, and if applicable, the independent auditor, of any
material correspondence with, or other material action by, regulators or governmental
agencies, any material legal affairs of the Company, pension governance, and Teekays
compliance with applicable laws and listing standards; |
||
| review of all related-party transactions, including any transactions between the Company
and its officers or directors; |
||
| oversight of the hiring of any employees or former employees of the independent auditor,
to ensure compliance with applicable regulations; |
||
| periodic review and monitoring of compliance with and the effectiveness of Teekays
Standards of Business Conduct; |
||
| overseeing the establishment of procedures for handling complaints concerning financial,
accounting, internal accounting controls and auditing matters; |
||
| reporting to the Board on significant matters arising from the Committees activities; |
||
| preparing an Audit Committee report for inclusion in the annual proxy statement; |
||
| annually reviewing the Audit Committee charter and the Committees performance; and |
||
| periodically reviewing risks that may have a significant impact on Teekays financial
statements. |
9
| reviews and approves corporate goals and objectives relevant to the Chief Executive
Officers compensation, evaluates the Chief Executive Officers performance in light of
these goals and objectives and determines the Chief Executives compensation; |
| reviews and approves the evaluation process and compensation structure for executives,
other than the Chief Executive Officer, evaluates their performance and sets their
compensation based on this evaluation; |
| reviews and makes recommendations to the Board regarding compensation for directors; |
| establishes and administers long-term incentive compensation and equity-based plans; and |
| oversees Teekays other compensation plans, policies and programs. |
| providing competitive market pay analyses and market trend information relevant to
executive and board compensation; |
| advising as to recent relevant regulatory, technical, and accounting considerations
impacting executive compensation and executive benefit programs; |
| assisting with the design or redesign of any executive compensation or executive benefit
programs, if requested; and |
| preparing for and attending selected management and compensation committee meetings. |
| identifies individuals qualified to become Board members; |
| selects and recommends to the Board director and committee member candidates; |
| develops and recommends to the Board corporate governance principles and policies
applicable to Teekay, monitors compliance with these principles and policies and recommends
to the Board appropriate changes; and |
| oversees the evaluation of the Board and its committees. |
10
11
| balance Teekays need to attract and retain key talent as it becomes an increasingly
visible, global corporation against the need for compensation that is weighted towards pay
for performance; |
| support the achievement of Teekays business strategies and the enhancement of
shareholder value; and |
| encourage Teekays executives to work together as One Teekay over the longer-term and
to accept direct responsibility for their individual business goals. |
| Base salary, which acknowledges the market value of the particular executive role,
internal pay equity, and each individual executives ability to sustain performance; |
| Annual incentive, which communicates critical corporate success factors, links all
executives to the results of Teekay, reflects individual performance for the year, and
motivates executives to achieve higher levels of success with an uncapped formula; |
| Pensions, benefits, and perquisites, which are provided at competitive levels to attract
and retain key talent; |
| Long-term incentives in the form of equity awards, which focus on the returns realized by
the shareholders, acknowledge and assist in retaining those executives who can influence the
long-term performance of Teekay by rewarding them for delivering corporate results, provide
a balance against short-term decisions and encourage a longer time horizon for decisions;
and |
| Vision Incentive Plan (or VIP), which rewards exceptional corporate performance and
shareholder return in the successful transformation of Teekay (to be assessed until the end
of 2010); the VIP is a discrete plan that expires after 2010 and is not a permanent element
of Teekays Executive Compensation Program. |
12
| Publicly traded US oil & gas companies with revenues of $0.1 billion to $22 billion; |
| Publicly traded US marine/transportation companies; |
| Publicly traded Canadian oil & gas/energy/transportation companies with revenues of $3
billion to $19 billion |
| Return on Invested Capital for its spot tanker segment relative to its spot tanker peer
group. This measure is weighted by the relative size of invested capital for the Company
and in 2008 accounted for 18% of the Corporate performance measure. |
| Return on Invested Capital for each of the companys business segments relative to their
weighted-average cost of capital. The score starts at 1.0 for achieving Return on Invested
Capital equal to Weighted Average Cost of Capital and moves up on a sliding scale of 0.5 for
every additional 1% in Return on Invested Capital, with no maximum. If Weighted Average
Cost of Capital is not achieved then the score is zero. In 2008 this measure accounted for
57% of the Corporate performance measure. |
| Total Shareholder Return relative to Teekays peer group. This measure is held at 25% of
the Corporate performance measure. |
13
14
| Financial counseling, retirement counseling, estate planning and income tax preparation
for the executive and dependents; |
| Fitness activities; and |
| Executive required physical or other private medical costs. |
15
Non-Equity | ||||||||||||||||||||||||||||||||
Stock | Option | Incentive Plan | Pension Plan | All Other | ||||||||||||||||||||||||||||
Salary | Bonus | Awards | Awards | Compensation | Contribution | Compensation | Total | |||||||||||||||||||||||||
Year | ($) | ($) | ($) | ($) (2) | ($) | ($) (3) | ($) (4) | ($) | ||||||||||||||||||||||||
2008 |
2,602,775 | 2,212,015 | 625,114 | (5) | 4,778,625 | 0 | 414,178 | 140,549 | 10,773,256 | |||||||||||||||||||||||
2007 |
2,668,515 | 2,236,881 | 0 | 4,502,074 | 0 | 463,392 | 134,052 | 10,004,914 | ||||||||||||||||||||||||
2006 |
2,216,995 | 2,023,255 | 0 | 3,814,874 | 0 | 406,439 | 100,416 | 9,249,179 |
(1) | Cash amounts set forth in this table were paid primarily in Canadian Dollars, but
are reported here in U.S. Dollars using an exchange rate of 1.0667 Canadian Dollars for each U.S.
Dollar for 2008; 0.9920 Canadian Dollars for each U.S. Dollar for 2007; and 1.17 Canadian Dollars
for each U.S. Dollar for 2006. The exchange rates used are calculated based upon the average
exchange rate over the applicable year. |
|
(2) | Reflects the dollar amount recognized for financial statement reporting
purposes during 2006, 2007 and 2008, in accordance with Financial Accounting Standards (FAS)
123(R). Assumptions used in the calculation of these compensation costs are included in footnote 1
to Teekays audited financial statements for the fiscal year ended December 31, 2008 included in
Teekays annual report on Form 20-F filed on June 30, 2009. |
|
(3) | In each of 2006, 2007 and 2008, Teekay made contributions to the Named Executive
Officers personal pension plans equal to approximately nine percent of their salary. |
|
(4) | In 2006, 2007 and 2008, Teekay paid life insurance premiums for the Named Executive
Officers, which in the aggregate amounted to $64,083, $75,997 and $58,225 respectively. In
addition, in 2006, 2007 and 2008, Teekay paid for parking, financial and tax planning services,
annual medical checkups and other fitness-related benefits for the Named Executive Officers, which
in the aggregate amounted to $36,338, $58,055 and $82,324, respectively. |
|
(5) | In March of 2008, 94,900 restricted stock units with a three year vesting period
were granted to the Named Executive Officers as an interim distribution under Teekays Vision
Incentive Plan. One third of these units vested on November 28, 2008, together with accumulated
dividends of $1.1425 per share. The vested units were valued at $18.62 each, based upon the
average of the closing price of the Companys shares on the last five trading days of October,
2008. The closing price of the shares on November 28, 2008 was $16.39 per share. |
16
Grant | ||||||||||||||||||||||||||||||||||||||||||||
All Other | Date Fair | |||||||||||||||||||||||||||||||||||||||||||
Stock | All Other | Exercise | Value | |||||||||||||||||||||||||||||||||||||||||
Approval | Awards: | Option Awards: | or Base | of Stock | ||||||||||||||||||||||||||||||||||||||||
Date if | Estimated Future Payouts | Number of | Number of | Price | and | |||||||||||||||||||||||||||||||||||||||
Different | Under | Estimated Future Payouts | Shares of | Securities | of Option | Option | ||||||||||||||||||||||||||||||||||||||
Grant | than Grant | Non-Equity Incentive Plan | Under | Stock or | Underlying | Awards | Awards | |||||||||||||||||||||||||||||||||||||
Date | Date | Awards | Equity Incentive Plan Awards | Units (#) | Options (#) | ($/Sh) | ($/Sh) | |||||||||||||||||||||||||||||||||||||
Threshold | Target | Maximum | Threshold | Target | Maximum | |||||||||||||||||||||||||||||||||||||||
($) | ($) | ($) | (#) | (#) | (#) | |||||||||||||||||||||||||||||||||||||||
Mar 9/08 |
n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | 534,600 | 40.41 | 8.94 | |||||||||||||||||||||||||||||||||
Mar 9/08 |
n/a | n/a | n/a | n/a | n/a | n/a | n/a | 94,900 restricted stock units(1) |
n/a | n/a | 40.41 |
(1) | These restricted stock units have a three year annual vesting period, beginning with
31,633 shares which vested on November 28, 2008. |
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||
Equity | Equity | Equity | ||||||||||||||||||||||||||||||
Incentive | Incentive Plan | Incentive Plan | ||||||||||||||||||||||||||||||
Plan | Awards: | Awards: | ||||||||||||||||||||||||||||||
Awards: | Market | Number of | Market or | |||||||||||||||||||||||||||||
Number of | Number of | Value of | Unearned | Payout Value of | ||||||||||||||||||||||||||||
Number of | Number of | Securities | Shares or | Shares or | Shares, Units | Unearned Shares, | ||||||||||||||||||||||||||
Securities | Securities | Underlying | Units of | Units of | or Other | Units or Other | ||||||||||||||||||||||||||
Underlying | Underlying | Unexercised | Option | Option | Stock That | Stock That | Rights That | Rights That | ||||||||||||||||||||||||
Unexercised | Unexercised | Unearned | Exercise | Expiration | Have Not | Have Not | Have Not | Have Not | ||||||||||||||||||||||||
Options (#) | Options (#) | Options (#) | Price ($) | Date | Vested (#) | Vested ($) | Vested (#) | Vested ($) | ||||||||||||||||||||||||
Exercisable | Unexercisable | |||||||||||||||||||||||||||||||
91,000 |
0 | n/a | $ | 11.78125 | 3/6/2010 | 63,267 | 1,243,190 | (1) | n/a | n/a | ||||||||||||||||||||||
71,600 |
0 | n/a | $ | 20.595 | 3/14/2011 | |||||||||||||||||||||||||||
77,800 |
0 | n/a | $ | 19.56 | 3/11/2012 | |||||||||||||||||||||||||||
99,800 |
0 | n/a | $ | 19.585 | 3/10/2013 | |||||||||||||||||||||||||||
204,600 |
0 | n/a | $ | 33.625 | 3/9/2014 | |||||||||||||||||||||||||||
130,033 |
0 | n/a | $ | 46.80 | 3/10/2015 | |||||||||||||||||||||||||||
226,201 |
119,832 | n/a | $ | 38.94 | 3/7/2016 | |||||||||||||||||||||||||||
105,235 |
210,465 | n/a | $ | 51.40 | 3/13/2017 | |||||||||||||||||||||||||||
0 |
534,600 | n/a | $ | 40.41 | 3/10/2018 |
(1) | Based on the closing price of Teekays common stock at the end of 2008. |
17
Option Awards | Stock Awards | |||||
Number of | Number of | |||||
Shares Acquired | Value Realized | Shares Acquired | Value Realized | |||
on Exercise | on Exercise | on Vesting | on Vesting | |||
(#) | ($) (1) | (#) | ($) (2) | |||
0 | n/a | 31,633 | 625,114 |
(1) | Based on the difference between the closing price of Teekays common stock on the
exercise date and the exercise price of the option. |
|
(2) | In March of 2008, 94,900 restricted stock units with a three year vesting period
were granted to the Named Executive Officers as an interim distribution under Teekays Vision
Incentive Plan. One third of these units vested on November 28, 2008, together with accumulated
dividends of $1.1425 per share. The vested units were valued at $18.62 each, based upon the
average of the closing price of the Companys shares on the last five trading days of October,
2008. The closing price of the shares on November 28, 2008 was $16.39 per share. |
18
Annual cash retainer |
$50,000 | |||
Additional cash retainer for: |
||||
Chair of the Board |
$278,000 | |||
Chair of the Audit Committee |
$16,000 | |||
Member of Audit Committee |
$8,000 | |||
Chair of Compensation and Human Resources Committee |
$5,000 | |||
Member of Compensation and Human Resources Committee |
$5,000 | |||
Chair of Nominating and Governance Committee |
$5,000 | |||
Member of Nominating and Governance Committee |
$5,000 | |||
Reimbursement for expenses attendant to Board membership |
Yes | |||
Additional retainer paid in Company securities (Non-Employee Directors) (1) |
$85,000 | |||
Additional retainer paid in Company securities (Chairman of the Board) (1) |
$470,000 | |||
Range of total compensation earned by directors (for the year) |
$140,000 to $753,000 |
(1) | Each non-employee director (excluding the Chairman of the Board) received an $85,000
annual retainer to be paid by way of a grant of, at the directors election, restricted stock or
stock options under Teekays 2003 Equity Incentive Plan. Pursuant to this annual retainer, in 2008
Teekay granted to the directors stock options to purchase an aggregate of 71,600 shares of our
common stock at an exercise price of $40.41 per share and 10,500 shares of restricted stock. During
2008, the Chairman of the Board received a $470,000 retainer in the form of 52,600 shares of
restricted stock under the 2003 Equity Incentive Plan. The stock options described above expire on
March 10, 2018, ten years after the date of their grant. The stock options and restricted stock
vest as to one third of the shares on each of the first three anniversaries of their respective
grant date. |
19
20
Dr. Ian D. Blackburne Director since 2000 Age 63 |
Dr. Blackburne, has over 25 years experience in petroleum refining and marketing, and in March 2000 he retired as Managing Director and Chief Executive Officer of Caltex Australia Limited, a large petroleum refining and marketing conglomerate based in Australia. He is currently serving as Chairman of CSR Limited and is a Director of Suncorp-Metway Ltd., Australian public companies in the diversified industrial and financial sectors. Dr. Blackburne was also previously the Chairman of the Australian Nuclear Science and Technology Organization. | |
J. Rod Clark Director since 2006 Age 58 |
Mr. Clark retired from the position of President and Chief Operating Officer of Baker Hughes Incorporated in January 2008, a position he held since February 2004. In addition to his Board position with Teekay Corporation, Mr. Clark also serves as a Director with ENSO International and Kirby Corporation. Prior to his role as President and COO with Baker Hughes Incorporated, he was Vice President, Marketing and Technology from 2003 to 2004 after having joined Baker Hughes Incorporated in 2001 as Vice President and President of Baker Petrolite Corporation. Mr. Clark was President and Chief Executive Officer of Consolidated Equipment Companies, Inc. from 2000 to 2001 and President of Sperry-Sun, a Halliburton company, from 1996 to 1999. He has also held financial, operational and leadership positions with FMC Corporation, Schlumberger Limited and Grace Energy Corporation. | |
C. Sean Day Director since 1998 Age 60 |
Mr. Day, has served as Teekays Chairman of the Board since September 1999. Mr. Day has also served as Chairman of the Board for Teekay GP L.L.C. (the general partner of Teekay LNG Partners L.P., a publically traded entity controlled by Teekay Corporation) since it was formed in November 2004, Teekay Offshore GP L.L.C. (the general partner of Teekay Offshore Partners L.P., a publically traded entity controlled by Teekay Corporation) since it was formed in August 2006, and Teekay Tankers Ltd. (a publically traded entity controlled by Teekay Corporation) since it was formed in October 2007. From 1989 to 1999, he was President and Chief Executive Officer of Navios Corporation, a large bulk shipping company based in Stamford, Connecticut. Prior to that, Mr. Day held a number of senior management positions in the shipping and finance industry. He is currently serving as a Director of Kirby Corporation, and Chairman of Compass Diversified Holdings. Mr. Day is engaged as a consultant to Kattegat Limited, the parent company of Resolute Investments, Ltd., Teekays largest shareholder, to oversee its investments, including that in the Teekay group of companies. |
21
Peter S. Janson Director since 2005 Age 61 |
Mr. Janson has held a number of key leadership roles in the international engineering services industry. These have included Chief Executive Officer of Agra, a publicly traded engineering and construction company and, following Amec plcs acquisition of Agra, Executive Director of North American operations, a position he held until August 2002. Prior to joining Agra, Mr. Janson served as the Chief Executive Officer of US Operations for Asea Brown Boveri Inc. (ABB), the global leader in power and automation technologies. Mr. Janson was President of Asea Inc. at the time of its merger with BBC Brown Boveri in 1988, and was appointed to lead the creation of the new company as President and Chief Executive Officer of ABBs Canadian operations. In that role, he led the acquisitions and integrations of both Westinghouse T&D and Combustion Engineering into ABB. Mr. Janson has also served as a member of the Business Round Table in the United States, and as a member of the National Advisory Board on Science and Technology in Canada, reporting directly to the Prime Minister. He currently serves on the Boards of Terra Industries Inc. and IEC Holden. | |
Eileen A. Mercier Director since 2000 Age 61 |
Ms. Mercier is currently Chair of the Ontario Teachers Pension Plan board and acts as a director of ING Bank of Canada, Intact Insurance Corporation, CGI Group Inc. and the University Health Network. She was President of Finvoy Management Inc., her own financial consulting firm, from 1995- 2003. Prior to this she was Senior Vice-President and Chief Financial Officer of Abitibi-Price Inc. | |
Tore I. Sandvold Director since 2003 Age 61 |
Mr. Sandvold, has over 30 years experience in the oil and energy industry. From 1973 to 1987 he served in the Norwegian Ministry of Industry, Oil & Energy, in a variety of positions in the area of domestic and international energy policy. From 1987 to 1990 he served as the Counselor for Energy in the Norwegian Embassy in Washington, D.C. From 1990 to 2001 Mr. Sandvold served as Director General of the Norwegian Ministry of Oil & Energy, with overall responsibilities for Norways national and international oil and gas policy. From 2001 to 2002, he served as Chairman of the Board of Petoro, the Norwegian state-owned oil company that is the largest oil asset manager on the Norwegian continental shelf. From 2002 to the present, Mr. Sandvold, through his company, Sandvold Energy AS, has acted as advisor to companies and advisory bodies in the energy industry. Mr. Sandvold serves on other boards, including those of Schlumberger Limited, E.ON Ruhrgas Norge AS, Lambert Energy Advisory Ltd., Offshore Northern Seas, NorWind AS, and the Energy Policy Foundation of Norway. |
22
Thomas Kuo-Yuen Hsu Director since 1993 Age 62 |
Mr. Kuo-Yuen Hsu has served 30 years with, and is presently a Director of, CNC Industries, an affiliate of the Expedo Group of Companies that manages a fleet of nine vessels ranging in size from 30,000 dead weight tonnes (DWT) to 150,000 DWT. He has been a Committee Director of the Britannia Steam Ship Insurance Association Limited since 1988. | |
Axel Karlshoej Director since 1989 Age 68 |
Mr. Karlshoej was Chairman of the Teekay Board from June 1994 to September 1999, and has been Chairman Emeritus since stepping down. Mr. Karlshoej is President and serves on the compensation committee of Nordic Industries, a California general construction firm with which he has served for the past 30 years. He is the older brother of the late J. Torben Karlshoej, Teekays founder. |
Bjorn Moller Director since April 1998 Age 51 |
Mr. Moller has held the position of Teekays President and Chief Executive Officer since April 1998. Mr. Moller also serves as Vice Chairman and Director of Teekay GP L.L.C. (the general partner of Teekay LNG Partners L.P., a publically traded entity controlled by Teekay Corporation), formed in November 2004; Vice Chairman and Director of Teekay Offshore GP L.L.C. (the general partner of Teekay Offshore Partners L.P., a publically traded entity controlled by Teekay Corporation), formed in August 2006; and Chief Executive Officer and Director of Teekay Tankers Ltd. (a publically traded entity controlled by Teekay Corporation), formed in October 2007. Mr. Moller has over 25 years experience in the shipping industry, and has served as Chairman of the International Tanker Owners Pollution Federation since 2006 and on the Board of American Petroleum Institute since 2000. He has held senior management positions with Teekay for more than 15 years, and has led Teekays overall operations since January 1997, following his promotion to the position of Chief Operating Officer. Prior to this, Mr. Moller headed Teekays global chartering operations and business development activities. |
23
| each person or entity known by Teekay to beneficially own more than 5% of Teekays common
stock; and |
| all current Teekay directors and executive officers as a group. |
Amount of Shares | Percent | |||||||
Name and Address of Beneficial Owner | Beneficially Owned | of Class | ||||||
Resolute Investments, Ltd. (1) |
30,431,380 | 42.0 | % | |||||
69 Pitts Bay Road Pembroke HM 08, Bermuda |
||||||||
Iridian Asset Management, LLC (2) |
7,283,310 | 10.0 | % | |||||
276 Post Road West Westport, Connecticut 06880-4704 |
||||||||
Janus Capital Management, LLC (3) |
5,873,211 | 8.0 | % | |||||
151 Detroit Street Denver, Colorado 80206 |
||||||||
JP Morgan Chase & Co. (4) |
5,651,164 | 7.7 | % | |||||
270 Park Avenue New York, New York 10017 |
||||||||
All current directors and executive officers, as a group (18 persons) (5) |
1,995,293 | 2.8 | % |
(1) | This information is based on the Schedule 13D/A filed with the SEC on April. Please
read Certain Relationships. |
|
(2) | Includes shared voting power and shared dispositive power as to 7,283,310 shares.
This information is based on the Schedule 13G/A filed by this investor with the SEC on April 11,
2009. |
|
(3) | This information is based on the Schedule 13F filed by this investor with the SEC on
May 15, 2009. |
|
(4) | Includes sole voting power as to 4,688,289 shares, sole dispositive power as to
4,980,789 shares, shared voting power as to 661,975 shares and shared dispositive power as to
shared 670,375 shares. This information is based on the Schedule 13G/A filed by this investor with
the SEC on January 27, 2009. |
|
(5) | Includes 1,771,805 shares subject to stock options exercisable by September 11, 2009
under Teekays director and executive officer stock option plans (the Plans) with a
weighted-average exercise price of $35.70 that expire between March 6, 2010 and March 10, 2018.
Excludes (a) 1,507,293 shares of common stock subject to stock options exercisable after September
11, 2009 under the Plans with a weighted average exercise price of $25.19, that expire between
March 13, 2017 and March 19, 2019 and (b) 335,079 shares of restricted stock which vest after
September 11, 2009. |
24
Name | Age | Position | ||||
Moller, Bjorn*
|
51 | Director, President and Chief Executive Officer | ||||
Bensler, Arthur
|
51 | EVP, General Counsel and Secretary | ||||
Chan, Bruce
|
36 | President Teekay Tanker Services, a division of Teekay Corporation | ||||
Evensen, Peter
|
50 | EVP and Chief Strategy Officer | ||||
Glendinning, David
|
55 | President, Teekay Gas Services, a division of Teekay Corporation | ||||
Hvid, Kenneth
|
40 | President, Teekay Navion Shuttle Tankers and Offshore, a division of Teekay Corporation | ||||
Lok, Vincent
|
41 | EVP and Chief Financial Officer | ||||
Lytzen, Peter
|
51 | President, Teekay Petrojarl ASA, a subsidiary of Teekay Corporation | ||||
Westgarth, Graham
|
54 | President, Teekay Marine Services, a division of Teekay Corporation | ||||
Lois Nahirney
|
46 | EVP, Corporate Resources |
* | For information regarding Mr. Moller, please see Proposal No. 1: Election of Directors
Information About Directors Continuing in Office above. |
25
26
Fees | 2007 | 2008 | ||||||
Audit Fees (1) |
$ | 3,156,900 | $ | 6,744,000 | ||||
Audit-Related Fees (2) |
189,400 | 20,400 | ||||||
Tax Fees (3) |
279,100 | 235,400 | ||||||
All Other Fees (4) |
1,500 | 2,500 | ||||||
Total |
$ | 3,626,900 | $ | 7,002,300 | ||||
(1) | Audit fees represent fees for professional services provided in connection with the
audit of our consolidated financial statements, review of our quarterly consolidated financial
statements and audit services provided in connection with other statutory or regulatory filings for
Teekay or our subsidiaries including professional services in connection with the review of our
regulatory filings for public offerings of our subsidiaries. Included in 2008 audit fees are fees
of $1,854,000 related to the restatements of the financial statements of Teekay, Teekay LNG and
Teekay Offshore for the years 2005 to 2007. Audit fees for 2008 and 2007 include approximately
$1,375,900 and $611,800, respectively, of fees paid to Ernst & Young LLP by Teekay LNG that were
approved by the Audit Committee of the Board of Directors of the general partner of Teekay LNG.
Audit fees for 2008 and 2007 include approximately $1,356,000 and $429,300, respectively, of fees
paid to Ernst & Young LLP by our subsidiary Teekay Offshore that were approved by the Audit
Committee of the Board of Directors of the general partner of Teekay Offshore. Audit fees for 2008
and 2007 include approximately $489,900 and $303,800, respectively, of fees paid to Ernst & Young
LLP by our subsidiary Teekay Tankers that were approved by the Audit Committee of the Board of
Directors of Teekay Tankers. |
|
(2) | Audit-related fees consisted primarily of accounting consultations, employee benefit
plan audits, services related to business acquisitions, divestitures and other attestation
services. |
|
(3) | For 2008 and 2007, respectively, tax fees principally included international tax
planning fees, corporate tax compliance fees and personal and expatriate tax services fees. |
|
(4) | All other fees principally include subscription fees to an internet database of
accounting information. |
27
| the integrity of Teekays financial statements; |
| Teekays compliance with legal and regulatory requirements; |
| the independent auditors qualifications and independence; and |
| the performance of Teekays internal audit function and independent auditors. |
1. | The Audit Committee has reviewed and discussed the audited consolidated financial
statements for fiscal 2008 with Teekays management. |
2. | The Audit Committee has discussed with the independent auditors the matters required to
be discussed by Statement of Auditing Standards No. 61, as amended or modified. |
3. | The Audit Committee has received the letter and written disclosures from the independent
auditors required by Independence Standards Board Standard No. 1, Independence Discussions
with Audit Committees, and has discussed the matter of independence with the independent
auditors. |
4. | Based on the review and discussions referred to in paragraphs (1) through (3) above, the
Audit Committee has recommended to Teekays Board of Directors, and the Board has approved,
that Teekays audited consolidated financial statements be included in Teekays Annual
Report on Form 20-F for fiscal 2008, for filing with the SEC. |
28