def14a
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
MOBILE MINI, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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7420 South Kyrene Road
Suite 101
Tempe, Arizona 85283
Dear Stockholder:
You are cordially invited to attend the 2009 Annual Meeting of
Stockholders of Mobile Mini, Inc. The meeting will be held on
Wednesday, June 24, 2009, at the offices of Squire,
Sanders & Dempsey, L.L.P., Two Renaissance Square, 40
North Central Avenue, 27th Floor, Phoenix, Arizona 85004.
The meeting will begin at 1:00 p.m. local time.
Stockholders may park in the Renaissance Square parking garage
(entrance located at Adams Street and First Avenue). Parking
will be validated only for the Renaissance Square garage.
The accompanying Notice of Annual Meeting of Stockholders and
Proxy Statement describe the items to be considered and acted
upon by the stockholders. No admission tickets or other
credentials will be required for attendance at the meeting.
Directors and officers are expected to be available after the
meeting to speak with you. During the meeting, we will answer
your questions regarding our business affairs and will consider
the matters explained in the notice and proxy statement that
follows.
Please vote, sign and return the enclosed proxy as soon as
possible, whether or not you plan to attend the meeting. Your
vote is important. On behalf of the Board of Directors, I would
like to express our appreciation for your continued interest in
the affairs of Mobile Mini.
Sincerely,
Steven G. Bunger
President, Chief Executive Officer
and Chairman of the Board
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
AND
NOTICE OF INTERNET AVAILABILITY
OF PROXY MATERIALS
Dear Stockholder:
We will hold the 2009 Annual Meeting of Stockholders of Mobile
Mini, Inc. at the offices of Squire, Sanders &
Dempsey, L.L.P., Two Renaissance Square, 40 North Central
Avenue, 27th Floor, Phoenix, Arizona 85004, on
June 24, 2009, at 1:00 p.m. local time. The meeting is
being called by Mobile Minis Board of Directors.
We will hold the meeting to:
1. Elect two members of the Board of Directors for
three-year terms and one member to serve for the remainder of
2009;
2. Ratify the selection of Ernst & Young LLP as
our independent registered public accounting firm for the year
ending December 31, 2009;
3. Approve an amendment to the Mobile Mini, Inc. 2006
Equity Incentive Plan; and
4. Transact any other business that may properly come
before the meeting and any adjournments thereof.
Items 1 through 3 are more fully described in the attached
proxy statement. We have not received notice of other matters
that may be properly presented at the annual meeting.
The stockholders of record at the close of business on
April 27, 2009 are entitled to receive notice of and to
vote at the meeting. A list of stockholders entitled to vote
will be available for examination at the meeting by any
stockholder for any purpose germane to the meeting. The list
will also be available for the same purpose for ten days prior
to the meeting at our principal executive office at 7420 South
Kyrene Road, Suite 101, Tempe, Arizona 85283.
We are furnishing our proxy materials to our stockholders on the
Internet in lieu of mailing a printed copy of our proxy
materials to each stockholder of record. You will not receive a
printed copy of our proxy materials unless you request one. The
Notice instructs you as to how you may access and review on the
Internet all of the important information contained in the proxy
materials or request a printed copy of those materials. The
Notice also instructs you as to how you may vote your proxy.
If you submit a proxy, you are entitled to revoke your proxy at
any time before it is exercised by attending the annual meeting
and voting in person, duly executing and delivering a proxy
bearing a later date, or sending written notice of revocation to
our Corporate Secretary at the Companys address. Whether
or not you plan to be present at the annual meeting, we
encourage you to vote your proxy by telephone or via the
Internet by following the instructions provided in this proxy
statement or on the proxy card. If you request a printed copy of
these materials, you may also provide your proxy by signing the
proxy card enclosed therein and returning it in the envelope
that will be provided with the printed materials. Any
stockholder attending the meeting may vote in person even if he
or she previously has returned a proxy.
By order of the Board of Directors
Christopher J. Miner, Secretary
Tempe, Arizona
April 30, 2009
Important Notice Regarding the Availability of Proxy
Materials for the
Annual Meeting of Stockholders to be Held on June 24,
2009:
Our proxy
statement and our 2008 annual report to stockholders are
available at www.proxyvote.com
TABLE OF
CONTENTS
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ii
7420
South Kyrene Road
Suite 101
Tempe, Arizona 85283
TO BE HELD JUNE 24,
2009
On or about April 30, 2009, a Notice of Internet
Availability of Proxy Materials (the Notice) was
mailed to stockholders of record at the close of business on
April 27, 2009 (the record date). It is
furnished in connection with the solicitation of proxies by the
Board of Directors of Mobile Mini, Inc., to be voted at the 2009
Annual Meeting of Stockholders and at any adjournments or
postponements, for the purposes set forth in the accompanying
Notice of Annual Meeting of Stockholders. The Annual Meeting
will be held at 1:00 p.m. on June 24, 2009 at the
offices of Squire, Sanders & Dempsey, L.L.P., Two
Renaissance Square, 40 North Central Avenue, 27th Floor,
Phoenix, Arizona 85004. Stockholders who execute proxies retain
the right to revoke them at any time before the shares are voted
by proxy at the meeting. A stockholder may revoke a proxy by
delivering a signed statement to our Corporate Secretary at or
prior to the Annual Meeting or by timely executing and
delivering, by mail, Internet or in person at the Annual
Meeting, another proxy dated as of a later date. Mobile Mini
will pay the cost of solicitation of proxies.
Stockholders of record at the close of business on
April 27, 2009 will be entitled to vote at the meeting on
the basis of one vote for each share held. On April 27,
2009, there were 35,466,553 shares of common stock
outstanding and 8,555,556 shares of Series A
Convertible Redeemable Participating Preferred Stock
outstanding. The Series A Preferred Stock votes on an
as converted basis, and is entitled to one vote per
share. On all matters before the stockholders at the Annual
Meeting, the common stock and the Series A Preferred Stock
vote as a single class.
The Mobile Mini Board of Directors is soliciting proxies. We
will bear the entire cost of proxy solicitation, including
charges and expenses of brokerage firms and others for
forwarding solicitation material to beneficial owners of our
outstanding common stock.
VOTING
PROXIES
Shares of stock represented by properly executed proxy cards
received by the Company in time for the meeting will be voted in
accordance with the instructions specified in the proxies. If
you submit a proxy but do not indicate any voting instructions,
your shares will be voted FOR the election as directors of the
nominees named in this proxy statement and FOR the ratification
of the selection of the Companys independent registered
public accounting firm and FOR the amendment to the
Companys Equity Incentive Plan.
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 the Notice is being
forwarded to you by your broker or nominee (the record
holder) along with a voting instruction card. As the
beneficial owner, you have the right to direct your record
holder regarding how to vote your shares, and the record holder
is required to vote your shares in accordance with your
instructions. If you do not give instructions to your record
holder prior to the meeting, the record holder will be entitled
to vote your shares in its discretion on Proposal 1
(Election of Directors), Proposal 2 (Ratification of
Independent Registered Public Accounting Firm) and
Proposal 3 (Amendment to Equity Incentive Plan).
As the beneficial owner of shares, you are invited to attend the
annual meeting. Please note, however, that if you are a
beneficial owner, you may not vote your shares in person at the
meeting unless you obtain a legal proxy from the
record holder that holds your shares.
Rules of the New York Stock Exchange (the NYSE)
determine whether proposals presented at stockholder meetings
are routine or non-routine. If a
proposal is routine, a broker or other entity that is an NYSE
member holding shares for an owner in street name may vote on
the proposal without voting instructions from the owner. If a
proposal is non-routine, the broker or other entity may vote on
the proposal only if the owner has provided voting instructions.
A broker non-vote occurs when the broker or other
entity is unable to vote on a proposal because the proposal is
non-routine and the owner does not provide instructions. As a
result, brokers or other entities holding shares for an owner in
street name may vote on routine proposals even if no voting
instructions are provided by the owner.
A stockholder who abstains from voting on any or all proposals
will be included in the number of shareholders present at the
meeting for the purpose of determining the presence of a quorum.
Abstentions and broker non-votes will not be counted either in
favor of or against the election of the nominees or other
proposals.
The management and Board of Directors of the Company know of no
other matters to be brought before the meeting. If other matters
are properly presented to the stockholders for action at the
meeting or any adjournments or postponements thereof, it is the
intention of the proxy holders named in this proxy to vote in
their discretion on all matters on which the shares of common
stock represented by such proxy are entitled to vote.
PROPOSAL 1:
ELECTION OF DIRECTORS
The Board of Directors is divided into three classes and
directors in each class serve three-year terms. At each annual
meeting, the term of one class expires. The Board of Directors
currently consists of eight members. Two of our directors,
Michael E. Donovan and Sanjay Swani, were appointed on
June 25, 2008 effective upon the closing of Mobile
Minis acquisition of Mobile Storage Group, Inc. pursuant
to a Stockholders Agreement between Mobile Mini and Welsh,
Carson, Anderson & Stowe X, L.P. Mr. Donovan was
appointed a director in the class of directors whose term
expires in 2009, and Mr. Swani was appointed in the class
whose term expires in 2011. Under the Stockholders Agreement,
WCAS has the right to have a designee on the Board of Directors
serve until the end of 2009 and a second designee serve until
the end of 2011. At the Annual Meeting, three directors are to
be elected to hold office for three-year terms and until their
respective successors are elected and qualified, although
Mr. Donovans service will terminate on
December 31, 2009 under the terms of the Stockholders
Agreement. We anticipate that upon Mr. Donovans
termination of service, the size of the Board of Directors will
be reduced to seven members, as permitted by Mobile Minis
Bylaws. Under the terms of the Stockholders Agreement
Mr. Donovan may continue to attend Board meetings as an
observer but will not vote on issues before the Board.
Nominees
Michael E. Donovan has served as a director since June 27,
2008, when he was appointed to the Board as a designee of WCAS
upon consummation of Mobile Minis acquisition of Mobile
Storage Group, Inc. (MSG). He was a director of MSG
from August 2006 to June 2008. Mr. Donovan joined WCAS in
2001 and is currently a principal. Prior to joining WCAS,
Mr. Donovan worked at Windward Capital Partners and the
investment banking division of Merrill Lynch. Mr. Donovan
graduated with a B.A. from Yale University in 1998. Age 32.
Stephen A McConnell has served as a director since August 1998.
Since 1996, he has been President of Solano Ventures, a private
capital investment company holding investments in a broad range
of businesses, primarily in Arizona. From 1998 to 2004,
Mr. McConnell served as majority stockholder and Chairman
of G-L Industries, L.L.C., a Salt Lake City-based manufacturer
of wood glu-lam beams used in the construction industry. From
1991 to 1997, he was Chairman of Mallco Lumber &
Building Materials, Inc., a wholesale distributor of lumber and
doors. From 1991 to 1995 he was President of Belt Perry
Associates, Inc., a property tax consulting firm. He is also a
director of Global Entertainment Corporation. Age 56.
Jeffrey S. Goble was appointed to the Board of Directors in
February 2006. Mr. Goble is President of Medegen, Inc.
which develops and manufactures specialty infusion therapy
medical devices and provides contract-manufacturing services for
medical device and pharmaceutical OEMs. From 2001 to 2003,
Mr. Goble was Medegens
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Corporate Vice President of Strategic Business Development.
Medegen was founded when Mr. Goble, along with other
current Medegen executives, executed a management-led buy-out of
certain operations of the Tech Group Inc. in 2001. Before
co-founding Medegen as an independent company, Mr. Goble
was Vice President-General Manager of the Tech Groups
North American contract manufacturing division. Mr. Goble
joined the Tech Group in 1996 as Vice President-General Manager
and established its Customer/Engineering Center. Earlier,
Mr. Goble held various marketing and operational management
positions in the general merchandise distribution industry. He
holds a B.S. in Political Science from Arizona State University.
Age 48.
All of the nominees are current directors and have consented to
serve as directors. The Board of Directors has no reason to
believe that any of the nominees will be unable to act as a
director. However, should a nominee become unable to serve or
should a vacancy on the Board occur before the annual meeting,
the Board may either reduce its size or designate a substitute
nominee. If a substitute nominee is named, your shares will be
voted for the election of the substitute nominee designated by
the Board. In the vote on the election of the director nominees,
stockholders may vote FOR nominees or WITHHOLD votes from
nominees.
Unless you tell us by your proxy to vote differently, your
shares will be voted FOR the Boards nominees. If a quorum
is present, the three nominees who receive the most votes will
be elected. Votes that are withheld will not count as either
votes for or against the nominee.
Our Board
recommends that you vote FOR each of these
nominees.
Continuing
Directors
The terms of Frederick G. McNamee, III and Lawrence
Trachtenberg end in 2010 and the terms of Steven G. Bunger,
Sanjay Swani and Michael L. Watts end in 2011.
Steven G. Bunger has served as our Chief Executive Officer,
President and a director since April 1997, and as our Chairman
of the Board since February 2001. Mr. Bunger joined Mobile
Mini in 1983 and initially worked in our drafting and design
department. He served in a variety of positions including
dispatcher, salesperson and advertising coordinator before
joining management. He served as sales manager of our Phoenix
branch and our operations manager and Vice President of
Operations and Marketing before becoming our Executive Vice
President and Chief Operating Officer in November 1995. He is
also a director of Cavco Industries, Inc., one of the
nations largest producers of manufactured housing.
Mr. Bunger graduated from Arizona State University in 1986
with a B.A. in Business Administration. Age 47.
Frederick G. McNamee, III has served as a director since
June 2008. He has been a principal of Quadrus Consulting, a
consulting practice primarily focused in the manufacturing
operations and strategic planning domains, since 2000. From 1994
to 1998, he served as the Chairman, President and Chief
Executive Officer of Continental Circuits Corporation, which
manufactured complex, multi-layer circuit boards used in
electronic equipment intended for the computer, communications,
instrumentation and industrial controls industries. Following
the acquisition of Continental Circuits by Hadco Corporation in
1998, he served as Hadcos interim chief technology officer
and senior vice president in charge of operations in Malaysia
and Phoenix. Mr. McNamee received his B.S. in Industrial
Engineering from Purdue University in 1979. Age 52.
Sanjay Swani has served as a director since June 27, 2008,
when he was appointed to the Board of Directors upon Mobile
Minis acquisition of MSG pursuant to the Stockholders
Agreement between us and WCAS. Mr. Swani served as a
director of MSG from August 2006 until June 2008. Mr. Swani
joined WCAS as a vice president in 1999 and became a general
partner in 2001. Prior to joining WCAS, Mr. Swani worked at
Fox Paine & Company, L.L.C. from June 1998 to May 1999
and was with Morgan Stanley & Co. Incorporated in
their mergers & acquisitions area from 1994 to 1998
and in their debt capital markets area from 1988 to 1990.
Mr. Swani has an undergraduate degree from Princeton
University (1987) and graduate degrees from the MIT Sloan
School of Management (1994) and Harvard Law School (1994) .
He serves on the board of directors of ITC DeltaCom, Inc. and
several private companies. Age 42.
Lawrence Trachtenberg has served as a director since 1995. He
previously served as Mobile Minis Executive Vice
President, Chief Financial Officer, General Counsel, Secretary
and Treasurer. He retired from the General
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Counsel and Secretary positions in June 2008 and from being our
Chief Financial Officer and Treasurer in November 2008. He
retired from being an executive officer on December 31,
2008 and continues to serve as a non-officer employee of Mobile
Mini. Mr. Trachtenberg is a member of the board of trustees
of the Arizona State Retirement System. He received his J.D.
from Harvard Law School in 1981 and his B.A. in
Accounting/Economics from Queens College of the City University
of New York in 1977. Age 52.
Michael L. Watts has served as a director since 2002.
Mr. Watts founded Sunstate Equipment Company in 1977, where
he serves as Chairman. Sunstate Equipment Co. is one of the
largest independently owned and twelfth largest construction
equipment rental company operating in the United States, and
currently has 55 locations in eight states. Mr. Watts also
was the founder and served as Chairman of Trench Safety
Equipment Company, a specialty equipment rental company, from
1987 until the company was sold in 1998. Age 61.
Corporate
Governance and Related Matters
Corporate governance is the system that allocates duties and
authority among a companys stockholders, board of
directors and management. Mobile Minis Board of Directors
is committed to maintaining strong corporate governance
principles and practices. The Board of Directors periodically
reviews evolving legal, regulatory, and best practices
developments to determine those that will best serve the
interests of our stockholders, and adopts policies intended to
strengthen our corporate governance framework.
Independent
Directors. Each of our directors other than
Messrs. Bunger and Trachtenberg (who are employees of the
Company) qualifies as independent in accordance with
the published definitions and listing requirements of The Nasdaq
Stock Market. The Nasdaq independence definition includes a
series of objective tests, such as that the director is not an
employee of the company and has not engaged in various types of
business dealings with the company. In addition, as further
required by Nasdaq rules, our Board of Directors has made an
affirmative subjective determination as to each independent
director that no relationships exist which, in the opinion of
the Board, would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director. In
making these determinations, the Board of Directors reviewed and
discussed information provided by the directors and us with
regard to each directors business and personal activities
as they may relate to Mobile Mini and Mobile Minis
management. On an annual basis, each director and executive
officer is obligated to complete a Director and Officer
Questionnaire which requires disclosure of any transactions with
Mobile Mini in which the director or officer, or any member of
his or her family, have a direct or indirect material interest.
Based upon all of the elements of independence set forth in The
Nasdaq Stock Market rules and listing standards, the Board of
Directors has determined that each of the following non-employee
directors is independent and has no relationship with Mobile
Mini, except as a director and stockholder of the company:
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Michael E. Donovan
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Jeffrey S. Goble
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Stephen A McConnell
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Frederick G. McNamee
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Sanjay Swani
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Michael L. Watts
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In addition, the Board determined that: (i) Steven G.
Bunger is not independent because he is the Chief Executive
Officer and President of Mobile Mini, and the Chairman of our
Board of Directors; and (ii) Lawrence Trachtenberg is not
independent because he continues to provide services to us as a
non-officer employee.
Independence for Audit Committee Members
and Audit Committee Financial Expert. In
addition, as required by Nasdaq rules, the members of the Audit
Committee each qualify as independent within the
meaning of Section 10A of the Securities Exchange Act of
1934, as amended. The Audit Committee also includes at least one
independent member who is determined by the Board of Directors
to meet the qualifications of an audit committee financial
expert in accordance with SEC rules, including that the
person meets the relevant definition of an independent
director. Stephen A McConnell is the independent director
who has been determined to be an audit committee financial
expert. Stockholders should understand that this designation is
a disclosure requirement of the SEC related to
Mr. McConnells experience and understanding with
respect to certain accounting and auditing matters. The
designation does not impose upon Mr. McConnell any duties,
obligations or liability that are greater than are generally
imposed on him as a member of the Audit Committee and the Board
of Directors, and his
4
designation as an audit committee financial expert pursuant to
this SEC requirement does not affect the duties, obligations or
liability of any other member of the Audit Committee or the
Board.
Lead Independent
Director. Michael L. Watts has been elected
by our independent directors to serve as the Lead Independent
Director, and he served in that capacity throughout 2008. The
Lead Independent Director is responsible for coordinating the
activities of the other independent directors and performs
various other duties. The general authority and responsibilities
of the Lead Independent Director are established in the
Corporate Governance Guidelines, which are posted at our web
site (www.mobilemini.com) under the Corporate
Governance section of the Investor Relations
page.
Board
Meetings
The Board of Directors and its committees meet throughout the
year on a set schedule, and also hold special meetings and act
by written consent from time to time as appropriate. The Board
has delegated various responsibilities and authority to
different committees as described in this section of the proxy
statement. Committees regularly report on their activities and
actions to the full Board of Directors. In addition, the
Corporate Governance Guidelines that have been adopted by the
Board of Directors call for regular executive session meetings
of the independent directors. During 2008, the Board of
Directors and the Audit Committee each met in executive session
during their respective regularly scheduled meetings. Executive
sessions are chaired by the Lead Independent Director.
In 2008, the Board held 11 meetings. Each Director attended at
least 75% of the Board of Director meetings and meetings of
committees on which he or she served, during his or her tenure
as a director and committee member.
Review
and Approval of Transactions with Related Persons
In 2007, the Board of Directors adopted a policy and procedures
for review and approval of transactions involving Mobile Mini
and related persons (i.e., directors and executive
officers or their immediate family members, or Stockholders and
their immediate family members owning five percent or greater of
Mobile Minis common stock). The policy applies to any
transaction in which Mobile Mini is a participant and any
related person has a direct or indirect interest, excluding
de minimus transactions of a commercial or other nature
between a related person and Mobile Mini, or compensation
arrangements between Mobile Mini and an executive officer or
director, or transactions involving competitive bids or in which
standing pre-approval has been given.
The Audit Committee is responsible for reviewing the material
facts of all related person transactions, subject to the
exceptions described above. The committee will either approve or
disapprove the entry into the related person transaction. If
advance approval is not feasible, the transaction shall be
considered and, if the committee determines it to be
appropriate, ratified at the committees next regularly
scheduled meeting. In determining whether to approve or ratify a
transaction with a related person, the committee will take into
account, among other factors which it determines to be
appropriate, whether the transaction is on terms no less
favorable than terms generally available to an unaffiliated
third party under the same or similar circumstances and the
extent of the related persons interest in the transaction.
Information relating to Mobile Minis transactions with
related persons is set forth at page 36, under the heading
Related Person Transactions.
Board
Committees and Charters
Our Board of Directors currently has, and appoints the members
of, standing Audit, Compensation, and Nominating and Corporate
Governance Committees. Each member of the Audit, Compensation,
and Nominating and Corporate Governance Committees is an
independent director in accordance with Nasdaq standards.
Below is a brief description of each committee of our Board of
Directors. Each committee has authority to engage legal counsel
or other advisors and consultants as it deems appropriate to
carry out its responsibilities. Each of the Boards
committees has a written charter approved by the Board. A copy
of each charter is posted on Mobile
5
Minis web site at www.mobilemini.com under the
Corporate Governance section of the Investor
Relations. The table below provides current membership and
2008 meeting information for each of the Board committees.
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nominating &
|
|
Name
|
|
Audit
|
|
|
Compensation
|
|
|
Governance
|
|
|
Bunger
|
|
|
|
|
|
|
|
|
|
|
|
|
Trachtenberg
|
|
|
|
|
|
|
|
|
|
|
|
|
Donovan
|
|
|
X
|
|
|
|
|
|
|
|
|
|
Goble
|
|
|
X
|
|
|
|
X
|
*
|
|
|
X
|
|
McConnell
|
|
|
X
|
*
|
|
|
X
|
|
|
|
X
|
|
McNamee
|
|
|
X
|
|
|
|
X
|
|
|
|
X
|
*
|
Swani
|
|
|
|
|
|
|
X
|
|
|
|
|
|
Watts**
|
|
|
X
|
|
|
|
X
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total meetings during 2008
|
|
|
6
|
|
|
|
9
|
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Committee Chairperson |
|
** |
|
Lead Independent Director |
Audit
Committee. Messrs. McConnell (Chairman),
Goble and Watts were the members of the Audit Committee during
2008, and Messrs. Donovan and McNamee became members of the
committee following their respective appointments as a Director
in June 2008. Ronald Marusiak, whose service as a director ended
upon adjournment of the 2008 annual meeting, served as a member
of the Audit Committee until June 25, 2008. Pursuant to the
Audit Committee charter, the Audit Committee oversees Mobile
Minis financial reporting process and meets with
management and our independent registered public accounting firm
to review the results and scope of the audit and the services
provided by the independent registered public accounting firm.
The Audit Committee is required by rules of the Securities and
Exchange Commission to publish a report to stockholders
concerning the Audit Committees activities during the
prior fiscal year. The Audit Committees report for 2008 is
set forth elsewhere in this Proxy Statement.
Compensation
Committee. Messrs. Goble (Chairman),
McConnell, McNamee and Watts were members of the Compensation
Committee during 2008, and Mr. Swani became a member of the
committee following his appointment as a Director in June 2008.
Ronald Marusiak, who served as a director until adjournment of
the 2008 annual meeting, served as a member of the Compensation
Committee until June 25, 2008. Pursuant to its charter, the
Compensation Committee reviews officer and director compensation
and makes recommendations thereon to the Board of Directors. The
Compensation Committee also administers our compensation and
incentive plans, including our stock option plans and
determines, upon review of relevant information from management,
the employees to whom options or restricted stock shall be
granted. The Compensation Committees report on executive
compensation is set forth elsewhere in this Proxy Statement.
Nominating and Corporate Governance
Committee. Messrs. McNamee (Chairman),
Goble, McConnell and Watts were members of the Nominating and
Corporate Governance Committee during 2008.
Mr. McNamees service commenced following his
appointment as a Director in June 2008; he succeeded Ronald
Marusiak who served as the Committee Chairman until his
retirement as a Director on June 25, 2008. The Nominating
and Corporate Governance Committee is responsible for
considering and periodically reporting to the Board of Directors
on matters relating to the identification, selection and
qualification of candidates nominated to the Board and its
committees; reviewing and assessing the effectiveness of the
Corporate Governance Guidelines on significant corporate
governance issues and recommending to the Board proposed
revisions to the Guidelines; overseeing the evaluation of
management, the Board and the committees thereof; evaluating and
recommending compensation for non-employee directors to the
Compensation Committee and the Board; and performing such other
functions as the Board may from time to time assign to it. The
Nominating and Corporate Governance Committee also reviews and
makes recommendations to the Board of Directors regarding the
size and the composition of the Board. In addition, the
Nominating and Corporate Governance Committee will review and
consider properly submitted stockholder recommendations on
candidates for membership on the Board of Directors as described
below. In evaluating such recommendations, the Nominating and
Corporate Governance Committee
6
will use the same review criteria discussed below under
Director Qualifications and Review of Director
Nominees.
Director
Qualifications and Review of Director Nominees
The Nominating and Corporate Governance Committee makes
recommendations to the Board of Directors regarding the size and
composition of the Board of Directors. The Committee is
responsible for screening and reviewing potential Director
candidates and recommending qualified candidates to the Board
for nomination. The Committee considers recommendations of
potential candidates from the current Directors, management and
stockholders. Stockholders nominees for directors must be
made in writing and include the nominees written consent
to the nomination and sufficient background information on the
candidate to enable the Committee to assess his or her
qualifications. Nominations must be addressed to the Chairman of
the Nominating and Corporate Governance Committee in care of the
Secretary of the Company at the Companys headquarters
address, and must be received no later than March 9, 2010,
in order to be included in the proxy statement of the next
annual election of directors. The Companys headquarters
address is:
Chairman of the Nominating and Corporate Governance Committee
Mobile Mini, Inc.
7420 South Kyrene Road
Suite 101
Tempe, Arizona 85283
The Committee is responsible for reviewing with the Board from
time to time the appropriate skills and characteristics required
of Board members in the context of the current size and
make-up of
the Board. This assessment includes issues of diversity in
numerous factors such as work experience; understanding of and
achievements in manufacturing, equipment leasing, technology,
finance and marketing; and other knowledge and experience
relevant to Mobile Minis core businesses. These factors,
and any other qualifications considered useful by the Nominating
and Corporate Governance Committee, are reviewed in the context
of an assessment of the perceived needs of the Board at a
particular point in time. As a result, the priorities and
emphasis that the Nominating and Corporate Governance Committee,
and the Board, places on various selection criteria may change
from time to time to take into account changes in business and
other trends, and the portfolio of skills and experience of
current and prospective members. Therefore, while focused on the
achievement and the ability of potential candidates to make a
positive contribution with respect to such factors, the
Nominating and Corporate Governance Committee has not
established any specific minimum criteria or qualifications that
a nominee must possess.
Director
Attendance at Annual Stockholder Meetings
Members of our Board of Directors are encouraged to attend our
annual meetings of stockholders. The Board does not have a
formal policy that requires attendance the annual meetings
because our Directors consistently are present at stockholder
meetings. All Directors attended last years annual meeting
of stockholders and we anticipate each will be present at this
annual meeting. Our Board schedules its meetings such that a
meeting of the Board is held on the same date as the annual
meeting of the stockholders.
Director
Compensation
We currently have six non-employee directors that qualify for
compensation. In 2008, each non-employee director received an
annual payment of $28,000 plus $1,200 for each Board meeting and
$750 for each Committee meeting attended in person. If a
non-employee director attends a Board or committee meeting via
telephone conference call or otherwise than in person, he
receives $250 for such meeting attendance. The Lead Independent
Director receives an additional $5,000 annual retainer, the
chair of the Audit Committee receives an additional $8,000
annual retainer, and the chairs of the Compensation Committee
and the Nominating and Corporate Governance Committee each
receive an additional annual retainer of $4,000. On
August 1st of each year, each non-employee director
receives an automatic award of shares of our common stock having
a fair market value of $82,500. The stock award is made pursuant
to our 2006 Equity Incentive Plan.
7
Directors who are executive officers and employees of Mobile
Mini do not receive any separate compensation for serving as
directors. Pursuant to his employment agreement, Mr.
Trachtenberg receives for his board service the same fees and
equity grants paid to non-employee directors. We indemnify our
Directors and officers to the fullest extent permitted by law so
that they will be free from undue concern about personal
liability in connection with their service to Mobile Mini. This
is required by our Certificate of Incorporation, and we have
also signed agreements with our Directors, contractually
obligating us to provide this indemnification to them.
The following table sets forth a summary of the compensation we
paid to our non-employee directors in 2008.
Director
Summary Compensation
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|
|
|
|
|
|
2008
|
|
|
|
|
|
|
Fees Earned or Paid
|
|
|
Stock Awards
|
|
|
|
|
Name
|
|
in Cash ($)(1)
|
|
|
($)(2)
|
|
|
Total ($)
|
|
|
Michael E. Donovan(3)
|
|
|
18,600
|
|
|
|
89,365
|
|
|
|
107,965
|
|
Jeffrey S. Goble
|
|
|
49,950
|
|
|
|
82,495
|
|
|
|
132,445
|
|
Frederick G. McNamee(4)
|
|
|
24,850
|
|
|
|
89,370
|
|
|
|
114,220
|
|
Stephen A McConnell
|
|
|
55,900
|
|
|
|
82,495
|
|
|
|
138,395
|
|
Sanjay Swani(3)
|
|
|
19,350
|
|
|
|
89,365
|
|
|
|
108,715
|
|
Michael L. Watts
|
|
|
52,900
|
|
|
|
82,495
|
|
|
|
135,395
|
|
Ronald J. Marusiak(5)
|
|
|
28,300
|
|
|
|
|
|
|
|
28,300
|
|
|
|
|
(1) |
|
The table below summarizes the fees earned or paid to each
director. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual
|
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
|
Chairman or Lead
|
|
|
|
|
|
Total Cash
|
|
|
|
Fee
|
|
|
Director Retainer
|
|
|
Meeting Fees
|
|
|
Compensation
|
|
|
Michael E. Donovan(b)
|
|
$
|
14,000
|
|
|
$
|
|
|
|
$
|
4,600
|
|
|
$
|
18,600
|
|
Jeffrey S. Goble(a)(b)
|
|
|
28,000
|
|
|
|
4,000
|
|
|
|
17,950
|
|
|
|
49,950
|
|
Frederick G. McNamee(b)
|
|
|
14,000
|
|
|
|
4,000
|
|
|
|
6,850
|
|
|
|
24,850
|
|
Steven A McConnell(a)(b)
|
|
|
28,000
|
|
|
|
8,000
|
|
|
|
19,900
|
|
|
|
55,900
|
|
Sanjay Swani(b)
|
|
|
14,000
|
|
|
|
|
|
|
|
5,350
|
|
|
|
19,350
|
|
Michael L. Watts(a)(b)
|
|
|
28,000
|
|
|
|
5,000
|
|
|
|
19,900
|
|
|
|
52,900
|
|
Ronald J. Marusiak(a)
|
|
|
14,000
|
|
|
|
2,000
|
|
|
|
12,300
|
|
|
|
28,300
|
|
|
|
|
|
(a)
|
Amounts in the table above do not include payments made in 2008
to each non-employee director for a portion of the 2007 annual
director fees ($6,000) and $500 to four non-employee directors
for two meetings held in December 2007.
|
|
|
|
|
(b)
|
Amounts in the table above include a payment of $7,000 made in
2009 to each non-employee in connection with the 2008 annual
director fees.
|
|
|
|
(2) |
|
Under the Mobile Mini, Inc. 2006 Equity Incentive Plan (the
Incentive Plan), each non-employee director is
automatically awarded shares of Mobile Mini common stock having
a fair market value of $82,500 at the time of award. The Company
does not issue fractional shares for these awards nor does the
Company compensate in cash for any fractional differences
between the share-value and $82,500. The value of stock awards
included within this column represent the compensation costs
recognized by us in fiscal year 2008 for stock awards made in
2008, calculated pursuant to SFAS No. 123(R)
Share-Based Payment (SFAS 123(R)). The values
included within this column have not been, and may never be,
realized. The value of the shares realized by the holder will
depend on the share price on the date the shares awarded are
sold. |
|
(3) |
|
Mr. Donovan and Mr. Swani were each elected a director
effective upon the closing of the acquisition of MSG on
June 27, 2008. Each was paid a prorated amount of the
annual director fee and received an award of 333 shares of
common stock at the time of his election pursuant to the
Incentive Plan. Each also received an annual grant of shares on
August 1, 2008 pursuant to the Incentive Plan. |
8
|
|
|
(4) |
|
Mr. McNamee was elected a director on June 25, 2008.
He was paid a prorated amount of the annual director fee and
received an award of 322 shares of common stock at the time
of his election. He received an annual grant of shares on
August 1, 2008 pursuant to the Incentive Plan. |
|
(5) |
|
Mr. Marusiak served as a director until his retirement on
June 25, 2008. The amounts reported in the table reflect
all compensation paid to or earned by him for such service
through the date of retirement. After his retirement,
Mr. Marusiak served as a member of the board of directors
of Mobile Mini UK Limited, a subsidiary of Mobile Mini. He is
paid a total of $28,000 per year in director fees and also is
reimbursed any costs and expenses incurred in attending meetings
of the board of directors of that company. The term of service
is through June 30, 2010. Amounts paid for service as a
director of the subsidiary are not included in the table. |
Non-Employee
Director Stock Ownership Requirement
Stock ownership guidelines for non-employee directors of Mobile
Mini were approved by the Compensation Committee and adopted by
the Board, effective on January 1, 2007. Each non-employee
director is required to own shares of our common stock having a
value at least equal to four times the annual retainer paid to
non-employee directors. The measurement date to determine
compliance with the stock ownership requirement is
December 31st of each year. The requirement is being
phased in over a four-year period, and any newly elected
non-employee director shall have four years following his or her
election to the Board to meet the stock ownership requirement.
We do not have similar stock ownership requirement for our
officers.
Communication
with the Board of Directors
Stockholders may communicate with the Board of Directors by
writing to us at either 800 Third Avenue, 36 Floor, New
York, NY 10022, Attn: Mobile Mini Investor Relations, or at
Mobile Mini, Inc., 7420 South Kyrene Road, Suite 101,
Tempe, Arizona 85283, Attn: Corporate Secretary. Communication
received in writing will be distributed to the Chairman of the
Board or the chairman of the appropriate Board committee,
depending on the facts and circumstances contained in the
communication received. The Corporate Secretary has been
instructed not to forward items that are deemed to be of a
frivolous nature, unrelated to the duties and responsibilities
of the Board or are otherwise inappropriate for the Boards
consideration. In certain instances, the Corporate Secretary may
forward such correspondence elsewhere in the Company for review
and possible action or response.
Code of
Business Conduct and Ethics
We have a Code of Business Conduct and Ethics (including
Supplemental Code of Ethics for the Chief Executive Officer and
Senior Financial Officers) (the Code) that applies
to all of our employees, including our principal executive
officer, principal financial officer and principal accounting
officer. The Code embodies our principles and practices relating
to the ethical conduct of Mobile Minis business and its
commitment to honesty, fair dealing and full compliance with all
laws and regulations affecting Mobile Minis business. The
Code is posted on our Internet web site (www.mobilemini.com)
under the Corporate Governance section of the
Investor Relations page.
We will provide a copy of the Code upon request made by writing
to us at Mobile Minis address provided elsewhere. We
intend to satisfy the disclosure requirement regarding an
amendment to, or waiver from, a provision of the Code by posting
such information on our web site, at the address and location
specified above, and to the extent required, by filing a Current
Report on
Form 8-K
with the SEC disclosing such information.
Audit
Committee Disclosure
The Audit Committee is comprised solely of independent
Directors, and, among other things, is responsible for:
|
|
|
|
|
establishing policies and procedures for appointing, reviewing,
and overseeing the performance and independence of the
independent registered public accounting firm (independent
auditors);
|
9
|
|
|
|
|
reviewing with independent auditors and financial management of
the Company and approving the plan and scope of the audit and
permissible audit related work;
|
|
|
|
pre-approving all audit and permissible non-audit fees;
|
|
|
|
reviewing and approving the guidelines established for the
dissemination of financial information;
|
|
|
|
holding meetings periodically with the independent and internal
auditors, the Board and management to review and monitor the
adequacy and effectiveness of reporting, internal controls, risk
assessment, and compliance with Company policies;
|
|
|
|
reviewing consolidated financial statements and disclosures;
|
|
|
|
reviewing with management and independent auditors and approving
disclosure controls and procedures and accounting principles and
practices; and
|
|
|
|
performing other functions or duties deemed appropriate by the
Board.
|
Audit
Committee Pre-approval Policy
The Audit Committee has established a pre-approval policy and
procedures for audit, audit-related and tax services that can be
performed by the independent auditors without specific
authorization from the Audit Committee subject to certain
restrictions. The policy sets out the specific services
pre-approved by the Audit Committee and the applicable
limitations, while ensuring the independence of the independent
auditors to audit the Companys financial statements is not
impaired. The pre-approval policy does not include a delegation
to management of the Audit Committee responsibilities under the
Securities Exchange Act of 1934.
Report of
the Audit Committee
In connection with the financial statements for the fiscal year
ended December 31, 2008, the Audit Committee has:
(1) reviewed and discussed the audited financial statements
with management,
(2) discussed with Ernst & Young LLP, the
Companys independent registered public accounting firm
(the Auditors), the matters required to be discussed
by the statement on Auditing Standards No. 61, Communication
with Audit Committees, as amended, and
(3) received the written disclosure and letter from the
Auditors with respect to the matters required by Independence
Standards Board Standard No. 1, Independence Discussions
with Audit Committees.
Based upon these reviews and discussions, the Audit Committee
recommended to the Board at the February 18, 2009 meeting
of the Board that the Companys audited financial
statements be included in the Annual Report on
Form 10-K
for the year ended December 31, 2008 filed with the
Securities and Exchange Commission. The Board has approved this
inclusion.
THE AUDIT COMMITTEE
Stephen A McConnell (Chair)
Michael E. Donovan
Jeffrey S. Goble
Frederick G. McNamee, III
Michael L. Watts
10
PROPOSAL 2:
RATIFICATION OF SELECTION OF
INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
The Audit Committee selected Ernst & Young LLP as our
independent registered public accounting firm to perform the
audit of Mobile Minis consolidated financial statements
and the effectiveness of internal control over financial
reporting for the year ending December 31, 2009. In taking
this action, the Audit Committee considered Ernst &
Youngs independence with respect to the services to be
performed and other factors, which the Audit Committee and the
Board of Directors believe is advisable and in the best interest
of the stockholders. As a matter of good corporate governance,
the Audit Committee has decided to submit its selection to
stockholders for ratification. Representatives of
Ernst & Young are expected to attend the annual
meeting. They will have the opportunity to make a statement at
the annual meeting if they wish to do so, and they will be
available to respond to appropriate questions from stockholders.
Fees Paid
to Ernst & Young LLP
The Audit Committee, with the ratification of the stockholders,
engaged Ernst & Young LLP to perform an annual audit
of the Companys financial statements for the fiscal year
ended December 31, 2008. The following is the breakdown of
aggregate fees paid to the auditors for the Company for the last
two fiscal years:
|
|
|
|
|
|
|
|
|
Fee Category
|
|
2007 Fee ($)
|
|
|
2008 Fees ($)
|
|
|
Audit Fees(1)
|
|
|
972,616
|
|
|
|
1,096,763
|
|
Audit Related Fees(2)
|
|
|
-0-
|
|
|
|
619,207
|
|
Tax Fees(3)
|
|
|
-0-
|
|
|
|
123,016
|
|
All Other Fees(4)
|
|
|
1,500
|
|
|
|
1,385
|
|
|
|
|
|
|
|
|
|
|
Total Fees
|
|
|
974,116
|
|
|
|
1,840,371
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Audit fees include fees associated with the annual audit,
including the audit of internal control over financial
reporting, the reviews of the Companys quarterly reports
on Form 10-Q, statutory audits required internationally,
comfort letters associated with the issuance of debt or equity
securities; review of documents filed with the SEC, and
accounting and financial reporting consultation and research
work necessary to comply with the standards of the Public
Company Accounting Oversight Board (United States). |
|
(2) |
|
Audit-related fees relates to due diligence services performed
related to the acquisition of Mobile Storage Group. |
|
(3) |
|
Tax fees primarily relate to tax compliance services related to
state, local and franchise taxes, and advisory services related
to the Companys United Kingdom operations. |
|
(4) |
|
All other fees relate to the Companys annual subscription
for EY/Online service. |
None of the above-described professional service fees were
approved by the Audit Committee in reliance upon the
de minimus exception to the pre-approval requirements of
federal securities laws and regulations.
An affirmative vote of the majority of the votes cast at the
annual meeting is required to ratify the selection of
Ernst & Young LLP as the Companys independent
auditor. Abstentions will not be counted either as for or
against this proposal. If the appointment of Ernst &
Young LLP as auditors for 2009 is not approved by stockholders,
the adverse vote will be considered a direction to the Audit
Committee to consider other auditors for next year. However,
because of the difficulty in making any substitution of auditors
so long after the beginning of the current year, the appointment
for 2009 will stand, unless the Audit Committee determines there
is a reason for making a change.
The Board of Directors Recommends a Vote FOR
Proposal 2.
11
PROPOSAL 3:
APPROVAL OF AN AMENDMENT TO THE
2006 EQUITY INCENTIVE PLAN
General
At our 2006 annual meeting, stockholders approved the Mobile
Mini, Inc. 2006 Equity Incentive Plan (the Plan). At
present, a total of 1,200,000 shares are authorized for
issuance under the Plan. Various types of stock-based awards may
be issued under the Plan, including stock options, shares of
restricted stock, restricted stock units, and stock appreciation
rights. The Plan is administered by the Compensation Committee
of our Board of Directors (the Committee), and all
of our employees and directors are eligible to be granted awards
under the Plan. Except for annual grants to our non-employee
directors which are made automatically on each
August 1st under the Plan, awards are made at the
discretion of the Committee. Our non-employee directors are
awarded on each August 1st that number of shares of
common stock having a fair market value of $82,500. As of
March 31, 2009, a total of 988,365 shares had been
awarded, net of cancellations, under the Plan and
211,635 shares were available for awards under Plan.
We are now asking our stockholders to approve an amendment to
the Plan to increase the maximum number of shares that may be
issued pursuant to the Plan from 1,200,000 by an additional
3,000,000 shares.
Based on past grant history, we believe that this increase in
shares will suffice for equity grants for three to five years,
depending upon company activity and our stock price. Consistent
with our past practice, we would seek stockholder approval for
additional authorized shares when the number of shares available
for granting have been exhausted.
The 2006 Equity Incentive Plan is the method we currently use to
provide equity incentive compensation to eligible employees and
non-employee directors. The Board believes that our 2006 Equity
Incentive Plan is in the best interest of stockholders and
Mobile Mini, as equity awards granted under the plan help to
attract, motivate, and retain talented employees and
non-employee directors, align employee and stockholder
interests, link employee compensation with company performance,
and maintain a culture based on employee stock ownership. Equity
is a significant component of total compensation for our
employees. If the Compensation Committee and management granted
fewer equity awards to employees, they would need to provide
compensation in other forms to provide a total compensation
package that is competitive with other companies.
|
|
|
|
|
Initial shares authorized under the 2006 Equity Incentive Plan
|
|
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1,200,000
|
|
Shares awarded from February 22, 2006 through
March 31, 2009
|
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(995,865
|
)
|
Shares cancelled from February 22, 2006 through
March 31, 2009
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7,500
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Shares available to be granted as of March 31, 2009
|
|
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211,635
|
|
Additional shares requested under this amendment
|
|
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3,000,000
|
|
|
|
|
|
|
Estimated total shares available for issuance from June 2009
(assuming approval)
|
|
|
3,211,635
|
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|
|
Proposal No. 3 must be approved by a majority of the
votes cast on the proposal. Abstentions and broker non-votes
will not affect the outcome of the vote on this proposal.
The Board
of Directors Recommends a Vote FOR
Proposal 3.
Purpose
of the Plan
The Plan allows us to make broad-based grants of stock options,
restricted stock awards and other stock-based compensation, any
of which may or may not require the satisfaction of performance
objectives, to employees and to non-employee directors through
February 22, 2016. The purpose of these equity awards is to
attract, motivate and retain talented employees and non-employee
directors, align employee and stockholder interests, link
employee compensation with company performance, and maintain a
culture based on employee stock ownership.
12
Key Terms
of the Plan
The following is a summary of the key provisions of the Plan,
assuming that stockholders approve this
Proposal No. 3. The following summary of major
features of the 2006 Equity Incentive Plan is qualified in its
entirety by reference to the actual text of the 2006 Equity
Incentive Plan, set forth as Exhibit A.
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|
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Plan Term: |
|
February 22, 2006 to February 22, 2016. |
|
Eligible Participants: |
|
Employees of Mobile Mini and its subsidiaries, and non-employee
directors of Mobile Mini. As of March 31, 2009, there were
approximately 1,950 individuals eligible to participate in the
Plan. Except with respect to automatic awards to non-employee
directors, the Compensation Committee will determine which
individuals will participate in the Plan.
|
|
|
|
From February 22, 2006 (the date the Plan was approved by
the Board) through March 31, 2009, we granted options and
restricted stock awards for 995,865 shares under the Plan,
of which 7,500 were cancelled. As of March 31, 2009, there
were 211,635 shares available for grant under the Plan.
|
|
|
|
As of that date, 28,750 shares were issuable upon the
exercise of outstanding options granted under the Plan. The
weighted average exercise price of these options was $29.82 per
share (and the closing price of our common stock on that date
was $11.52 according to the NASDAQ Stock Market) and the average
remaining term of these options was 7.27 years. As of
March 31, 2009, Mobile Mini had 798,844 outstanding
unvested shares of restricted stock. |
|
Shares Authorized: |
|
1,200,000 shares, subject to adjustment only to reflect
stock splits and similar events; 3,000,000 additional shares if
the Proposal is adopted. |
|
Award Types: |
|
Stock options; restricted stock awards; restricted stock units;
stock appreciation rights; performance stock; performance stock
units; and cash-based awards. |
|
Share Price Limit: |
|
No shares subject to equity awards granted under the Plan may
have an exercise price or purchase price per share that is less
than fair market value on the applicable date of grant. |
|
162(m) Share Limits: |
|
So that awards may qualify under Section 162(m) of the
Internal Revenue Code, which permits performance-based
compensation meeting the requirements established by the IRS to
be excluded from the limitation on deductibility of compensation
in excess of $1 million paid to certain senior executives,
the Plan limits awards to individual participants such that no
more than 300,000 shares may be made subject to awards
granted to a employee in any one year. This limit is greater
than the number of options or shares of restricted stock that
Mobile Mini has granted or awarded to any individual in the
past. We do not currently intend to significantly increase the
grant date value of our equity awards to executive officers. |
|
Award Terms: |
|
Stock options generally will have a term no longer than ten
years. The Compensation Committee may make the grant, issuance,
retention and/or vesting of restricted stock awards, restricted
stock units and other stock-based awards contingent upon
continued employment with Mobile Mini, the passage of time, or
such performance criteria |
13
|
|
|
|
|
and the level of achievement versus such criteria as it deems
appropriate. |
|
Vesting: |
|
Determined by the Compensation Committee. Options generally vest
over four or four and one-half years. Restricted stock awards to
employees other than executive officers generally vest over five
years; awards to executive officers generally vest in part
(usually one-half of the award) due to passage of time and the
remainder only upon achievement of performance goals. Awards to
non-employee directors are fully vested upon award. |
|
Not Permitted: |
|
Granting stock options or other awards at a price
below the market price of Mobile Mini common stock on the date
of grant; or
|
|
|
|
Repricing or reducing the exercise price of a stock
option or other stock award without stockholder approval.
|
Eligibility
and Non-Employee Director Awards
Only employees of Mobile Mini and its subsidiaries and our
non-employee directors are eligible to received awards under the
Plan. The Committee determines which employees will participate
in the Plan, and the Plan provides for the automatic grant to
our non-employee directors on each August 1st of
shares of stock with a value (determined by the closing price of
our common stock on August 1st or the next following
trading date if August 1st is not a trading day) of
$82,500 as part of the annual fee we pay our non-employee
directors. As of March 31, 2009, there were approximately
1,944 employees and six non-employee directors eligible to
participate in the Plan.
Awards
The Plan allows the granting of stock options, stock
appreciation rights, restricted stock, restricted stock units,
shares of common stock, and other stock-based awards, any or all
of which may be made contingent upon the achievement of
performance criteria. Subject to Plan limits, the Committee has
the discretionary authority to determine the amount of awards to
employees. The use of performance-based requirements will be
considered in the context of our total compensation program and
the significant level of pay-for-performance requirements
already incorporated into our compensation practices.
We typically measure the value of an award by reference to the
market value of our common stock on the date of the award, and
our current practice is to make one-half of an award to a
management level employee subject to vesting over time
(typically over four years) and one-half subject to vesting
based upon performance-based requirements.
Vesting
and Exercise of Stock Options and SARs
The exercise price of stock options granted under the Plan may
not be less than the market value (the closing price, as
reported on the NASDAQ Stock Market) of our common stock on the
date of grant. The option term may not be longer than ten years.
Unless the Committee sets a different vesting schedule, options
vest (become exercisable) in equal installments over the four
and one-half years following the date of grant with vesting
commencing six months after the date of grant and annually
thereafter. The Committee may establish performance vesting
criteria, if any, provided that no stock option may be exercised
less than one-half year from the date of grant. We may require
the participant to satisfy tax-withholding requirements before
issuing common stock under the Plan. Similar terms and
limitations apply to SARs, in the event any are granted under
Plan.
Vesting
of Restricted Stock
The Committee may make the grant, issuance, retention,
and/or
vesting of restricted stock (and restricted stock units, in the
event any are ever issued) contingent upon continued employment
with Mobile Mini, the passage of time, or such performance
criteria and the level of achievement against such criteria as
it deems appropriate. Except
14
in the case of death, disability, or retirement of the
participant, vesting of restricted stock and RSUs that is
contingent upon the achievement of performance objectives must
be based on performance over a period of not less than one year.
Awards that are contingent upon continued employment or the
passage of time are currently awarded subject to vesting in
equal installments over four years (in the case of management
employees) or four and one-half years (in the case of all other
employees) from the date of award.
Dividends
Unless otherwise provided by the Committee, no adjustment may be
made in shares issuable under awards due to cash dividends that
may be paid or other rights that may be issued to the holders of
shares before their issuance under any award. The Committee will
specify whether dividends or dividend equivalent amounts are to
be paid to any participant with respect to the shares subject to
any award that have not vested or been issued, or that are
subject to any restrictions or conditions on the record date for
dividends. As of March 31, 2009, no dividends or dividend
equivalents had ever been issued.
Eligibility
under Section 162(m) of the Tax Code
Awards may, but need not, include performance criteria that
satisfy Section 162(m) of the tax code. To the extent that
awards are intended to qualify as performance-based
compensation under Section 162(m) of the tax code,
the performance criteria will be based on stock price
appreciation (in the case of options or stock appreciation
rights) or on one or more of the other factors set forth in the
Plan (which may be adjusted as provided in the plan), applied
either individually, alternatively, or in any combination, to
either the company as a whole or to a business unit or
subsidiary, either individually, alternatively, or in any
combination, and measured either annually or cumulatively over a
period of years, on an absolute basis, or relative to a
pre-established target, to previous years results, or to a
designated comparison group, in each case as specified by the
Committee in the award.
To the extent that an award under the Plan is designated as a
performance award, but is not intended to qualify as
performance-based compensation under Section 162(m) of the
tax code, the performance criteria can include the achievement
of strategic objectives as determined by the Committee or the
Board.
The number of shares of common stock, stock options, or other
benefits granted, issued, retainable,
and/or
vested under an award due to satisfaction of performance
criteria may be reduced by the Committee based on any further
considerations that the Committee may determine in its sole
discretion.
Transferability
Unvested awards granted under the Plan, as well as stock options
prior to their exercise, are not transferable except by will or
the laws of descent and distribution, except that the
Compensation Committee may in its absolute discretion consent to
permit the transfer of any award upon request of a participant.
Administration
The Compensation Committee administers the Plan. The
Compensation Committee selects the employees who receive awards,
determines the number of shares covered thereby, and, subject to
the terms and limitations expressly set forth in the Plan,
establishes the terms, conditions and other provisions of the
awards. The Compensation Committee may interpret the Plan and
establish, amend and rescind any rules relating to the Plan,
including adoption of rules, procedures or sub-plans applicable
to particular subsidiaries or employees in particular locations.
Amendments
The Board may terminate, amend or suspend the Plan, provided
that no action may be taken by the Board (except those described
in Adjustments) without stockholder approval to
amend the Plan in any manner that requires stockholder approval
pursuant to the Internal Revenue Code or the regulations
promulgated thereunder or pursuant to the Securities Exchange
Act of 1934 or any rule promulgated thereunder or pursuant to
NASDAQ rules.
15
Adjustments
In the event of a stock dividend, recapitalization, stock split,
combination of shares, extraordinary dividend of cash or assets,
reorganization, or exchange of Mobile Minis common stock,
or any similar event affecting Mobile Minis common stock,
the Compensation Committee shall adjust the number and kind of
shares available for grant under the Plan, and subject to the
various limitations set forth in the Plan, the number and kind
of shares subject to outstanding awards under the Plan, and the
exercise or settlement price of outstanding stock options and of
other awards.
The impact of a merger or other reorganization of Mobile Mini on
outstanding awards granted under the Plan shall be specified in
the agreement relating to the merger or reorganization, subject
to the limitations and restrictions set forth in the Plan. Such
agreement may provide for, among other things, assumption of
outstanding awards, accelerated vesting or accelerated
expiration of outstanding awards, or settlement of outstanding
awards in cash. With regard to each outstanding stock option, in
the event an employee is terminated within one year of a merger
or other specified transaction, the stock option will vest as to
the number of shares that would have vested if the employee had
remained employed for 12 months following his or her date
of termination.
U.S. Tax
Consequences
The federal tax rules applicable to the Plan under the tax code
are summarized below. This summary omits the tax laws of any
municipality, state, or foreign country in which a participant
resides. Stock option grants under the Plan may be intended to
qualify as incentive stock options under Section 422 of the
tax code or may be non-qualified stock options governed by
Section 83 of the tax code. Generally, no federal income
tax is payable by a participant upon the grant of a stock
option, and a deduction is not taken by the company. Under
current tax laws, if a participant exercises a non-qualified
stock option, he or she will have taxable income equal to the
difference between the market price of the common stock on the
exercise date and the stock option grant price. We will be
entitled to a corresponding deduction on our income tax return.
A participant will not have any taxable income upon exercising
an incentive stock option after the applicable holding periods
have been satisfied (except that the alternative minimum tax may
apply), and we will not receive a deduction when an incentive
stock option is exercised. The treatment for a participant of a
disposition of shares acquired through the exercise of an option
depends on how long the shares were held and on whether the
shares were acquired by exercising an incentive stock option or
a non-qualified stock option. We may be entitled to a deduction
in the case of a disposition of shares acquired under an
incentive stock option before the applicable holding periods
have been satisfied.
Restricted stock is also governed by Section 83 of the tax
code. Generally, no taxes are due when the award is initially
made, but the award becomes taxable when it is no longer subject
to a substantial risk of forfeiture (it becomes
vested or transferable). Income tax is paid on the value of the
stock or units at ordinary rates when the restrictions lapse,
and then at capital gain rates when the shares are sold.
The American Jobs Creation Act of 2004 added Section 409A
to the tax code, generally effective January 1, 2005.
Section 409A covers most programs that defer the receipt of
compensation to a succeeding year. It provides rules for
elections to defer (if any) and for timing of payouts. There are
significant penalties placed on the individual employee for
failure to comply with Section 409A. However, it does not
affect our ability to deduct deferred compensation.
Section 409A applies to restricted stock units, performance
units, and performance shares. Grants under such plans will
continue to be taxed at vesting but will be subject to new
limits on plan terms governing when vesting may occur. If grants
under such plans do not allow employees to elect further
deferral on vesting or on distribution, no negative impact
attaches to the grants. However, further guidance from the IRS
is expected and could change the way such plans must be
governed. To date, we have not granted these types of awards
under the Plan.
Section 409A does not apply to incentive stock options,
non-qualified stock options (that are not discounted), and
restricted stock, provided that there is no deferral of income
beyond the vesting date. Section 409A also does not cover
SARs if the SARs are issued by a public company on its traded
stock, the exercise price is not less than the fair market value
of the underlying stock on the date of grant, the rights are
settled in such stock, and there are not any features that defer
the recognition of income beyond the exercise date.
16
As described above, awards granted under the Plan may qualify as
performance-based compensation under
Section 162(m) of the tax code. To qualify, options and
other awards must be granted under the Plan by a committee
consisting solely of two or more outside directors
(as defined under Section 162 regulations) and satisfy the
Plans limit on the total number of shares that may be
awarded to any one participant during any calendar year. In
addition, for awards other than options and stock-settled SARs
to qualify, the grant, issuance, vesting, or retention of the
award must be contingent upon satisfying one or more of the
performance criteria set forth in the Plan, as established and
certified by a committee consisting solely of two or more
outside directors.
EQUITY
COMPENSATION PLAN INFORMATION
We maintain the 1994 Stock Option Plan (the 1994
Plan), the 1999 Stock Option Plan (the 1999
Plan) and the 2006 Equity Incentive Plan (the 2006
Plan), pursuant to which we may grant equity awards to
eligible persons. The 1994 Plan expired in 2003 and no
additional options may be granted thereunder; outstanding
options continue to be subject to the terms of the 1994 Plan
until their exercise or termination. The following table
summarizes our equity compensation plan information as of
December 31, 2008. Information is included for both equity
compensation plans approved by our stockholders and equity plans
not approved by our stockholders.
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Shares
|
|
|
|
Common Shares to be
|
|
|
|
|
|
Remaining Available
|
|
|
|
Issued Upon
|
|
|
Weighted-Average
|
|
|
for Future Issuance
|
|
|
|
Exercise of
|
|
|
Exercise Price of
|
|
|
Under Equity
|
|
|
|
Outstanding
|
|
|
Outstanding
|
|
|
Compensation Plans
|
|
|
|
Options, Warrants
|
|
|
Options, Warrants
|
|
|
(Excluding Shares
|
|
|
|
and Rights
|
|
|
and Rights
|
|
|
Reflected in Column (a))
|
|
Plan Category
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
Equity compensation plans approved by stockholders(1)
|
|
|
1,755,603
|
|
|
$
|
17.51
|
|
|
|
393,185
|
|
Equity compensation plans not approved by stockholders
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
|
1,755,603
|
|
|
$
|
17.51
|
|
|
|
393,185
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Of these shares, options to purchase 12,000 shares were
outstanding under the 1994 Plan, options to purchase
1,714,853 shares were outstanding under the 1999 Plan and
options to purchase 28,750 shares were outstanding under
the 2006 Plan. This reflects a minor calculation adjustment made
subsequent to the filing of our Annual Report on
Form 10-K. |
On April 15, 2009, the closing price of Mobile Minis
common stock as reported by The NASDAQ Stock Market was $12.70.
OTHER
MATTERS
Our Board of Directors knows of no matters, other than the
proposals presented above, to be submitted to the annual
meeting. If any other matters properly come before the meeting,
it is the intention of the persons named in the proxy card
enclosed with this proxy statement to vote the shares they
represent as the Board may recommend.
EXECUTIVE
COMPENSATION
Compensation
Discussion and Analysis
Overview
The Compensation Committee of the Board of Directors (which we
also call the Committee in this section of the proxy
statement) has responsibility for establishing, implementing and
monitoring the Companys compensation philosophy as it
relates to our executive officers. Our executive officers have
broad policy-making authority in Mobile Mini, and the Committee
holds them responsible for the Companys financial
performance and for setting and maintaining a culture of strong
ethics. This section of our proxy statement describes Mobile
Minis
17
compensation program for executive officers. The focus is on the
compensation program and decisions for 2008. In the section
below captioned Looking Ahead, we discuss changes
that the Committee implemented for 2009.
Compensation
Philosophy and Objectives
The Committee believes that an effective executive compensation
program rewards the achievement of identified annual, long-term
and strategic goals by the Company. An effective program seeks
to align the interests of the Companys executives with
those of its stockholders by rewarding performance above
established goals which may be expected to enhance stockholder
value. The Committee considers performance and compensation to
ensure that the Company is able to attract and retain superior
people in key positions and that compensation provided to key
employees is competitive relative to the compensation paid to
similarly situated executives in peer companies generally. The
Committee believes that an effective means of achieving those
objectives is to provide a compensation package to the
Companys executives, including the named executive
officers that includes both cash and stock-based compensation
that rewards performance measured against established goals.
Compensation decision-making in 2008 was challenging for a
number of reasons. At mid-year, Mobile Mini concluded the
largest acquisition in its history with the acquisition by
merger of Mobile Storage Group, Inc. (MSG). On the
compensation front, this presented challenges of identifying,
attracting and retaining those MSG executives who would join the
Companys executive management team following the merger
and for retaining talented Mobile Mini employees responsible for
integrating two large companies. As 2008 progressed, all of the
Companys compensation decisions were made against a
backdrop of deteriorating national and worldwide economic
conditions that affected the Companys business as it
affected most others.
Setting
Executive Compensation
Overview of Process and Goals. The Committee
works closely with the CEO to structure the Companys
annual and long-term incentive-based executive compensation to
motivate executives to achieve the business goals set for the
Company and to reward the executives for achieving those goals.
This may take the form of Company-wide goals or discrete
business unit based goals, or a combination, depending upon
various factors, including a particular executives role in
company and his or her primary areas of responsibility. The
Committee historically reviews and sets executive compensation
during November or December of each year, in conjunction with
the Companys budgeting process for the following year.
This process includes setting the Companys near and
long-term business goals, the Companys financial
performance targets and other business goals. In connection with
its review and setting of executive compensation, the
Compensation Committee in the past has from time to time engaged
the services of the compensation consulting firm Pearl
Meyer & Partners LLC. Although the Committee engaged
Pearl Meyer in 2007 to review the competitiveness of Mobile
Minis executive compensation program, it did not engage
any consultants during 2008. This decision was made in large
part when management consulted with the Committee during the
latter part of 2008 and indicated that, in light of the trends
in the economy generally, the effects of the national recession
on the Companys financial results and the cuts in the
Companys work force and other cost savings initiatives
instituted by the Company, management believed that minor salary
and bonus program adjustments, if any would be more appropriate
than seeking wholesale program increases.
Because 2008 base salaries generally reflected a modest 5%
increase over 2007 salaries, we include a description of the
2007 salary setting process. In 2007, in connection with the
Committees review of executive compensation for 2008,
Pearl Meyer & Partners and the Committee, in
consultation with senior management, had identified a peer group
composed of industry peers, related industry companies and
selected companies with EBITDA growth and margins ranging from
80% to 300% of the Companys. The peer group currently
consists of the following companies:
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Ashtead Group plc;
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ATP Oil and Gas Corporation;
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Casella Waste Systems, Inc.;
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Cintas Corporation;
|
18
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Factset Research Systems, Inc.;
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Glacier Bancorp, Inc.;
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H&E Equipment Services, Inc.;
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|
Hornbeck Offshore Services, Inc.;
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McGrath Rentcorp;
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Neff Corporation;
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|
Public Storage, Inc.;
|
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|
Sciele Pharma, Inc.;
|
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Strayer Education, Inc.;
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TAL International Group, Inc.;
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Techne Corporation; and
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|
United Rentals, Inc.
|
Williams Scotsman International, Inc. was included within this
peer group until it was acquired by Algeco in late 2007.
In addition to peer group data, six published or private
compensation surveys were also utilized in 2007 by the
consultants and comparisons to survey benchmark positions were
made based on Mobile Minis size. Comparisons were reported
relative to peer and survey 25th, 50th and
75th percentile levels. Overall, the study suggested that
Mobile Minis base salary, total cash compensation,
long-term incentives and total remuneration in effect during
2006 ranged from market to below market at the
25th percentile and the 50th percentile, to
approximately 22% to 36% below market at the
75th percentile of the peer group. For 2007, executive
salaries were set with a purpose of raising salaries to be more
in line with the 75th percentile of the peer group.
The Committee has no pre-established policy or target for the
allocation between either cash and non-cash compensation or
short-term and long-term incentive compensation. Rather, the
Committee considers the views of the executives as to the
retention and motivation effects of various types of
compensation awards, the historical compensation patterns of the
Companys compensation awards and other subjective and
objective factors, including the performance of the senior
executive management team and each individual executive during
recent periods. The Committee noted that the compensation of the
chief executive officer and of the chief financial officer in
2007 would be heavily weighted towards incentive compensation,
with approximately 20% of each officers maximum achievable
compensation based upon base salary and the remainder based upon
achievement of maximum goals under the cash bonus plan and the
value of restricted stock awards based on the market price of
the Companys common stock on the date of the award.
2008
Executive Compensation Components
For the year ended December 31, 2008, the main elements of
compensation for the named executive officers were:
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base salary;
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a performance-based cash bonus plan; and
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equity-based long-term compensation.
|
Other elements of compensation that Mobile Mini provides its
executive officers include a 401(k) retirement savings plan, in
which all eligible employees may participate, and modest
perquisites and other personal benefits to executive officers.
19
Base
Salary
Mobile Mini provides named executive officers and other
employees a base salary to compensate them for services rendered
during the fiscal year. Base salary for each named executive
officer is determined based on his or her position and
responsibility. During its review of base salaries for
executives, the Committee primarily considers an internal review
of the executives compensation and the performance of the
executive. Salary levels are considered annually as part of the
Committees year end review process, and in conjunction
with the annual budget and performance forecasting of
management, which is generally conducted during November or
December of each year. Since at least 2002, the Committee has
focused more attention on the equity component of overall
executive compensation, and the base salary of the chief
executive officer and the chief financial officer has increased
at the rate of approximately five percent per year between 2002
and 2006. As noted above, for 2007, the Committee working with
information developed by Pearl Meyer & Partners, an
independent compensation consultant hired by the Committee,
determined to bring the base salary that Mobile Mini pays to its
executives into line with approximately the 75th percentile
of the salary paid by its peer group. For 2008, the Committee
returned to the general 5% increase characteristic of its
actions in prior years. For 2008, the Committee set
Mr. Bungers base salary at $525,000 and
Mr. Trachtenbergs at $341,250, compared to base
salaries of $500,000 and $325,000, respectively, in 2007. Base
salaries for the other named executive officers (Ms. Keeley
and Messers. Lemley and Marshall) for 2008 ranged from $175,000
to $257,500. Most Mobile Mini senior vice presidents (including
each of the other named executive officers) who are resident in
the United States are party to a non-competition agreement with
the Company under which the officer is paid an additional $5,000
per year.
Mr. Funks employment with the Company began on
November 3, 2008, and the principal terms of
Mr. Funks employment are set forth in his employment
agreement. Under the employment agreement, Mr. Funk serves
as the Companys executive vice president and chief
financial officer. The terms of the employment were negotiated
by Mr. Funk and the chief executive officer, with review
and input from the Committee and the Board. Mr. Funk
succeeded Lawrence Trachtenberg as chief financial officer
following the filing of the Companys quarterly report on
Form 10-Q
for the period ended September 30, 2008.
Mr. Funks base salary under the employment agreement
is $341,500 per annum for fiscal year ended December 31,
2008 (pro rated for the employee by us in 2008), and thereafter
will be set by the Committee but will be at least $341,500 per
annum. Other negotiated terms of Mr. Funks employment
agreement relating to compensation include (i) a cash bonus
in respect of 2009 in an amount of no less than 25% of his base
salary for 2009, which bonus will be payable if he is an
employee of the company on December 31, 2009 and
(ii) an award of shares of restricted stock having a fair
market value of $750,000 on the date of the award. The award of
46,845 shares (with a fair market value of $16.01 per
share, which was the closing price on the date of award as
reported by the NASDAQ Stock Market) was made on
November 3, 2008. The restricted shares are scheduled to
vest in three equal annual installments commencing on
November 3, 2009.
Non-Equity
Incentive Plan and Bonuses
Under the Companys Non-Equity Incentive Plan,
Companys chief executive officer, chief financial officer
and other executive officers and certain employees (including
the other named executive officers) are eligible for a cash
bonus if the Company achieves identified target levels of
earnings per share, total revenue, and EBITDA
and/or
components thereof. Target amounts of revenue, EBITDA and
earnings per share are established by the Committee and the
Board during the Companys budgeting process, and those
amounts are discussed by management with the Committee and then
linked to minimum, target and
maximum bonus performance goal amounts. The
budgeting process and the related establishment of bonus payout
levels involve the Companys management building operating
budgets using different assumptions concerning factors that have
a direct and measurable effect upon the Companys financial
and operating performance, including, for example, trends in
general economic conditions, trends in specific industries (such
as the non-residential construction industry or the retail trade
industry) in which large numbers of the Companys customers
operate, interest rates, and other factors. The performance
goals may be adjusted during the performance period to account
for acquisitions and other events that have predictable and
quantifiable effects upon the levels initially set in connection
with the performance goals. Under each of the goals, the
Committee adopted a sliding scale under which the CEO, the CFO
and each executive officer (including certain of the named
executive officers) could earn a bonus equal to a percentage of
the
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executives base salary, with the percentage ranging from
25% up to a maximum of 200% of base salary if the maximum target
was achieved in each category, with each category accounting for
one-third of the total maximum bonus amount available under the
bonus plan. With other executive officers, the non-equity
incentive plan also are conditioned on other performance goals
pertaining to their area of responsibility and the one-third
allocation of these prementioned categories is adjusted downward
to account for the additional required goal achievements, which
in total would still be equal to 100%.
Cash compensation payments in 2008 to the Companys named
executive officers reflect relatively substantial reductions
from cash compensation levels in 2007 and reflect a variety of
factors. In 2008, the general slowdown in the economy throughout
the year adversely affected the Companys performance
results at the same time that the Company was closing the MSG
acquisition and integrating its operations, cutting costs to
yield acquisition-related synergies, restructuring its
manufacturing operations, becoming cash flow positive for the
first time and paying down debt. Despite the positive
developments in the Companys operations, the majority of
the cash bonus thresholds under which executive officers qualify
for automatic cash payments under the Companys Equity
Incentive Plan were not achieved in 2008. However, the
Compensation Committee considered these positive developments in
the Companys operations and the contributions of the
Companys executive officers and employees, and decided to
award cash bonuses to each named executive, albeit at
significantly reduced levels from prior years. The bonuses were
generally awarded as a percentage of base salary:
Mr. Bunger 35.0%; Mr. Trachtenberg 25.0%;
Ms. Keeley 27.7%; Mr. Lemley 19.3% and
Mr. Marshall 18.6%. Mr. Funk was not a participant in
the cash bonus plan during 2008. These cash bonus amounts are
reflected in column (d) of the Summary Compensation Table
included elsewhere in this proxy statement. During the five
years prior to 2008, the Companys CEO and CFO achieved
performance between the target and maximum levels three times,
achieved performance between the minimum and target levels one
time and the Company has paid only the minimum bonus level
amount one time. The non-equity incentive plan payout percentage
over the past six years, including 2008 which were not achieved,
has been between 0% and 100% of the participants maximum
possible award, with an average payment of approximately 42%.
Generally, the Committee endeavors to set the maximum payout
level such that the relative difficulty of achieving the goal is
anticipated to be consistent from year to year. The Committee
developed the three-target category plan over time and believes
it aligns the efforts of the Companys management with the
interests of its stockholders. In addition, for certain
positions below the CEO and CFO level, the non-equity incentive
plan awards are conditioned on performance goals pertaining to
their area of responsibilities, including Messrs. Lemley
and Marshall.
Prior to 2007, the executive cash bonus plan included a
subjective bonus feature under which a bonus payment of up to
15% of the executives base salary could be paid in the
Committees discretion. In connection with the 2007 cash
bonus plan, the Committee terminated the subjective bonus
feature. The subjective bonus amount paid in relation to 2006
(and the fact that no subjective bonus amount was paid in
2007) is reflected in column (d) of the Summary
Compensation Table, included elsewhere in this proxy statement.
Equity-Based
Incentives
The Committee may grant stock options, make awards of restricted
stock and make other equity-based awards to executives and other
employees under the Mobile Mini 2006 Equity Incentive Plan. The
Equity Incentive Plan was adopted by the Board of Directors in
February 2006 and approved by the Companys stockholders in
June 2006 at the annual meeting. In granting awards under this
plan, the Committee may establish any conditions or restrictions
it deems appropriate. The Companys chief executive officer
traditionally has recommended to the Committee the size of
stock-based awards for all officers and other employees as part
of the Companys annual budget process. Grants of
equity-based awards to officers and other employees of the
Company are made by the Compensation Committee in each instance.
In connection with the restricted stock awards made to executive
officers in respect of 2007 and 2008 (i.e., awards made in
December of 2006 and December of 2007), one-half of the
restricted stock awards vest, if at all, upon achievement of
performance goals of the four fiscal years following the date of
the award, and the other half of each award vests in equal
annual installments over four years if the recipient of the
grant remains an employee throughout the vesting period.
On December 14, 2007, the Committee made awards of
restricted stock under the 2006 Equity Incentive Plan to the
CEO, the CFO (Mr. Trachtenberg) and each of the other named
executive officers. The Committee awarded
21
46,949 shares of restricted stock to Mr. Bunger,
34,687 shares of restricted stock to Mr. Trachtenberg,
14,072 shares of restricted stock to Ms. Keeley,
15,781 shares of restricted stock to Mr. Lemley and
9,666 shares of restricted stock to Mr. Marshall. Half
of each of the restricted stock awarded vests in four equal
annual installments, with the first vesting occurring on
December 14, 2008. The other half of these restricted stock
awards will vest in annual installments if the Company achieves
stated adjusted EBITDA targets over each of the four fiscal
years in the period 2008 through 2011. If the Company does not
achieve the adjusted EBITDA target for a particular year, none
of the performance based restricted shares for that year will
vest. Performance vesting restricted shares that do not vest in
a particular year may nevertheless vest at the end of the
four-year period if the Company achieves at least 90% of the sum
of all of the annual EBITDA targets for the four-year vesting
period.
On December 17, 2008, the Committee made awards of
restricted stock under the Equity Incentive Plan to certain of
our employees, including the CEO, the CFO (Mr. Funk) and
the other named executive officers (except
Mr. Trachtenberg, who is not an officer of the Company
after December 31, 2008). The Committee awarded
34,127 shares of restricted stock to Mr. Bunger,
25,214 shares of restricted stock to Mr. Funk,
10,229 shares of restricted stock to Ms. Keeley,
7,283 shares of restricted stock to Mr. Lemley, and
7,026 shares of restricted stock to Mr. Marshall.
These restricted stock awards are scheduled to vest in four
equal annual installments, beginning on December 17, 2009.
The Committee did not make performance-based (i.e., EBITDA
based) awards of restricted stock until January 2009 when the
fiscal planning for 2009 was completed. On January 20,
2009, the Committee awarded the following number of performance
(EBITDA) based restricted stock awards: Mr. Bunger,
38,064 shares; Mr. Funk, 28,122 shares;
Ms. Keeley, 11,408 shares; Mr. Lemley,
8,123 shares; and Mr. Marshall, 7,837 shares.
Because these awards were made after December 31, 2008,
they do not appear in the Summary Compensation Table or in any
of the equity grant and award tables included elsewhere in this
proxy statement. In connection with the performance-based shares
of restricted stock awarded in January 2009, those shares will
vest, if at all, upon the Companys achievement of state
EBITDA targets for each year in the period 2009 through 2012.
The 2009 adjusted EBITDA target applicable in connection with
such shares is an amount equal to approximately 50% between base
and target EBITDA for 2009, the second years target being
5% greater than the 2009 target, and each of the third and
fourth years target being 10% and 15%, respectively,
greater than the prior year target.
Annual grants of equity-based awards, including awards of shares
of restricted stock, to executive officers are made at the
Committees regularly scheduled meeting in the late fall,
typically in late November or December. In some instances, the
Committee may delay the making of some awards until the January
of the following year, as was the case in 2009 in respect of the
performance-vesting portion of restricted stock awards. Such
delays generally would be related to the completion of other
Committee or Company actions, such as completion of annual
budgeting or completion of compensation or other governance
studies or reports. The delays are not related to closing of a
financial reporting period or to time awards to announcements of
company information. In connection with the hiring or promotion
of new executive officers during the course of the year, the
Committee generally will make an equity plan award of stock
options or, currently, shares of restricted stock, at the time
the individual is first elected to the executive officer
position, with any further awards to be made in connection with
the annual setting of compensation by the Committee during the
fall.
401(k)
Retirement Savings Plan and Other Benefits
Mobile Mini maintains a contributory retirement plan, the 401(k)
Plan, covering all eligible employees in the United States with
at least one year of service. This plan is designed to provide
tax-deferred retirement benefits to employees in accordance with
the provisions of the Internal Revenue Code. The Company
annually may make a qualified non-elective contribution in an
amount it determines, and may also make discretionary
profit-sharing contributions. The Company makes a contribution
equal to 25% of the first 4% of each participating
employees contribution, up to an annual maximum of $2,000
per employee. The amount the Company contributed to each named
executive officer in 2007 is reflected in column (i) of the
Summary Compensation Table. We have a similar plan as governed
and regulated by Canadian law, where we make matching
contributions with the same limitations as our 401(k) plan, to
our Canadian employees.
In the United Kingdom, our employees are covered by a defined
contribution program. The employees become eligible to
participate three months after they begin employment. The plan
is designed as a retirement benefit program into which we pay a
fixed 7% of the annual employees salary into the plan. In
The Netherlands, our
22
employees are covered by a defined contribution program. All
employees become eligible after one month of employment.
Contributions are based on a pre-defined percentage of the
employees earnings. The percentage contribution is based
on the employees age, with two-thirds of the contribution
made by us and one-third made by the employee.
Mobile Mini maintains no other retirement plan under which
executives or any other employees may earn the right to receive
benefits upon retirement.
Perquisites
and Other Personal Benefits
Mobile Mini provides the named executive officers with
perquisites and other personal benefits. The costs of the
perquisites and personal benefits for the named executive
officers for the fiscal year ended December 31, 2008 are
included in column (i) of the Summary Compensation Table.
Employment
Agreements / Severance
Steven Bunger- Employment Agreement with Chief Executive
Officer. On May 28, 2008, the Company
entered into an Amended and Restated Employment Agreement with
Mr. Bunger. This employment agreement provides for
Mr. Bungers continued employment as President and
Chief Executive Officer of the Company for a term commencing on
May 28, 2008 and expiring on December 31, 2010.
Notwithstanding this fixed term, the employment agreement
automatically renews for successive one-year periods beginning
on December 31, 2008 and on each
December 31st thereafter, unless the Company or
Mr. Bunger gives
90-day prior
written notice of an intention to terminate employment on the
last day of the then-current employment period.
Under the employment agreement, Mr. Bungers 2008 base
annual salary was $525,000. The base salary will be reviewed
annually by the Companys board of directors or the
Compensation Committee. Mr. Bunger is eligible for an
incentive bonus subject to the terms and conditions of the
Companys incentive bonus plan and as the Compensation
Committee may determine. He is eligible for all equity-based
employee benefit plans maintained by the Company including, but
not limited to, the Companys 2006 Equity Incentive Plan.
He will also receive certain other benefits, including
participation in all employee benefit plans, vacation and sick
leave, and an automobile allowance of $600 per month.
The Company may terminate the employment agreement for Cause (as
defined in the agreement), including upon (i) commission of
an act of fraud or intentional misrepresentation or an act of
embezzlement, misappropriation or conversion of assets or
opportunities of the Company, (ii) dishonesty or similar
willful misconduct in the performance of duties, or
(iii) willful violation of any law, rule or regulation in
connection with the performance of duties. The Company may also
terminate the agreement upon Mr. Bungers disability
or by written notice (with termination by written notice being
effective only if approved by a majority of the board of
directors of the Company).
Mr. Bunger may terminate the employment agreement for Good
Reason (as defined in the agreement), including upon
(i) his demotion in status, title, position, or
responsibilities, (ii) a reduction in base salary or
failure by the Company to pay any salary or benefits due within
15 days, (iii) discontinuation or reduction of
material compensation or benefit plans in which he was
participating, (iv) Company insolvency or bankruptcy,
(v) material breach of the employment agreement by the
Company, (vi) purported termination for Cause by the
Company where such Cause does not exist, (vii) in the case
of assignment of the employment agreement by the Company,
failure of the Company to obtain from such assign an agreement
to assume and agree to perform under the employment agreement,
or (viii) relocation of Mr. Bunger to an office
outside the Phoenix metropolitan area. Mr. Bunger may also
voluntarily terminate the employment agreement by
90-day prior
written notice to the Company.
The employment agreement may terminate upon a Change of Control
of the Company (as defined in the agreement), including
(i) an acquisition by any person of more than 35% of the
voting shares of the Company, (ii) a change in more than
1/3
of the members of the board of directors, or (iii) the
consummation of a merger, consolidation, reorganization,
liquidation or dissolution, or sale of all or substantially all
of the assets of the Company.
23
Upon termination by the Company for Cause, death or disability,
or upon voluntary termination by Mr. Bunger other than for
Good Reason, Mr. Bunger or his estate is entitled to any
Accrued Compensation (as defined in the agreement) and, in the
case of death or disability, a prorated amount of his cash bonus
(determined by the average cash bonus amount paid in the
preceding two years). Upon (i) termination by
Mr. Bunger for Good Reason, (ii) termination by the
Company without Cause, or (iii) termination within one year
of a Change of Control of the Company, Mr. Bunger is
entitled to any Accrued Compensation plus a lump-sum severance
payment of an amount equal to (a) in the case of Good
Reason or without Cause, two times the sum of his then-current
annual base salary (Salary) and the Payment Amount
(defined in the employment agreement as his annual base salary
in effect in the year in which termination occurs), and
(b) in the case of a Change in Control and termination
within one year thereafter, three times the sum of his Salary
and the Payment Amount. In addition, the Company will continue
to pay certain health insurance amounts for Mr. Bunger and
his dependents for a period of up to 36 months. Upon a
Change in Control or a termination of employment (not including
termination by the Company for Cause or voluntary termination by
Mr. Bunger other than for Good Reason), his equity-based
compensation awards shall vest in full in most circumstances.
The employment agreement also provides that Mr. Bunger will
not solicit employees or customers of the Company during his
employment or within two years of the termination of his
employment.
Mark Funk Employment Agreement with Chief
Financial Officer. On October 15, 2008,
Mobile Mini entered into an employment agreement with
Mr. Funk. Mr. Funk became the Companys Executive
Vice President on November 3, 2008 and assumed the Chief
Financial Officer position following the filing of the
Companys quarterly report on
Form 10-Q
for the period ended September 30, 2008. The agreement
automatically renews for successive one-year periods beginning
on December 31, 2009 and on each
December 31st thereafter, unless the Company or
Mr. Funk gives
90-days
prior written notice of an intention to terminate employment on
the last day of the then-current employment period.
Under the agreement, Mr. Funk was paid a 2008 base annual
salary of $341,250 (pro rated for his time at the Company in
2008). The base salary will be reviewed annually. Mr. Funk
is eligible for an incentive bonus subject to the terms and
conditions of the Companys incentive bonus plan and as the
Compensation Committee may determine, provided that he is
guaranteed to receive a 2009 bonus in an amount equal to not
less than 25% of his base salary. Mr. Funk is eligible for
all equity-based employee benefit plans maintained by the
Company including, but not limited to, the Companys 2006
Equity Incentive Plan. He also receives certain other benefits,
including participation in all employee benefit plans, vacation
and sick leave, and an automobile allowance of $600 per month.
Additionally, the Company reimbursed Mr. Funk his
reasonable moving expenses, provided him $1,000 per month for
six months to help off-set his commuting expenses, and provided
up to three months standard business hotel accommodations while
he completed his move.
The Company may terminate the employment agreement for Cause (as
defined in the agreement), including upon (i) commission of
an act of fraud or intentional misrepresentation or an act of
embezzlement, misappropriation or conversion of assets or
opportunities of the Company, (ii) dishonesty or willful
misconduct in the performance of duties, or (iii) willful
violation of any law, rule or regulation in connection with the
performance of duties. The Company may also terminate the
agreement upon Mr. Funks disability or by written
notice.
Mr. Funk may terminate the employment agreement for Good
Reason (as defined in the agreement), including upon
(i) assignment to Mr. Funk of material duties
inconsistent with those originally contemplated by the
employment agreement, (ii) a reduction in base salary
(excluding across the board reductions for all
senior executives), (iii) breach of the employment
agreement by the Company, (iv) purported termination for
Cause by the Company where such Cause does not exist,
(v) in the case of assignment of the employment agreement
by the Company, failure of the Company to obtain from such
assign an agreement to assume and agree to perform under the
employment agreement, or (vi) relocation of Mr. Funk
to an office outside the Phoenix metropolitan area.
Mr. Funk may also voluntarily terminate the employment
agreement by
90-day prior
written notice to the Company.
The employment agreement may terminate upon a Change of Control
of the Company (as defined in the agreement), including
(i) an acquisition by any person of more than 35% of the
voting shares of the Company, (ii) a change in more than
1/3
of the members of the board of directors, or (iii) the
consummation of a merger,
24
consolidation, reorganization, liquidation or dissolution, or
sale of all or substantially all of the assets of the Company.
Upon termination by the Company for Cause, death or disability,
or upon voluntary termination by Mr. Funk other than for
Good Reason, he or his estate is entitled to any Accrued
Compensation (as defined in the agreement) and, in the case of
death or disability, a prorated amount of his cash bonus
(determined by the average cash bonus amount paid in the
preceding two years). Upon (i) termination by Mr. Funk
for Good Reason, (ii) termination by the Company without
Cause, or (iii) termination within one year of a Change of
Control of the Company, Mr. Funk is entitled to any Accrued
Compensation plus a lump-sum severance payment of an amount
equal to (a) in the case of Good Reason or without Cause,
one times the sum of his then-current annual base salary
(Salary) and the Payment Amount (defined in the
employment agreement as 45% of his annual base salary in effect
in the year in which termination occurs), and (b) in the
case of a Change in Control and termination within one year
thereafter, two times the sum of his Salary and the Payment
Amount. In addition, the Company will continue to pay certain
health insurance amounts for Mr. Funk and his dependents
for a period of up to 12 months. Upon a Change in Control
or a termination of employment (not including termination by the
Company for Cause or voluntary termination by Mr. Funk for
other than Good Reason), his equity-based compensation awards
shall vest in full in most circumstances.
The agreement also provides that Mr. Funk will not solicit
employees or customers of the Company during his employment or
within two years of the termination of his employment.
Additionally, Mobile Mini and Mr. Funk entered into Mobile
Minis standard indemnity agreement for its directors and
officers.
Russell Lemley. On December 18, 2008, the
Company and Mr. Lemley entered into an amended and restated
employment agreement providing for Mr. Lemleys
continued employment as a senior vice president of the Company
for a term commencing on January 5, 2009 and expiring on
December 31, 2009. The agreement automatically renews for
successive one-year periods beginning on December 31, 2009
and on each December 31st thereafter, unless the
Company or Mr. Lemley gives
90-day prior
written notice of an intention to terminate employment on the
last day of the then-current employment period.
Mr. Lemleys annual base salary under the agreement is
$244,850. He is eligible for an incentive bonus subject to the
terms and conditions of the Companys incentive bonus plan
and as the Compensation Committee may determine. He is eligible
for all equity-based employee benefit plans maintained by the
Company including, but not limited to, the Companys 2006
Equity Incentive Plan. He will also receive certain other
benefits, including participation in all employee benefit plans,
vacation and sick leave, and an automobile allowance of $500 per
month.
The Company may terminate the employment agreement for Cause (as
defined in the agreement), including upon (i) commission of
an act of fraud or intentional misrepresentation or an act of
embezzlement, misappropriation or conversion of assets or
opportunities of the Company, (ii) dishonesty or willful
misconduct in the performance of duties, or (iii) willful
violation of any law, rule or regulation in connection with the
performance of duties. The Company may also terminate the
agreement upon Mr. Lemleys disability or by written
notice. Mr. Lemley may terminate the employment agreement
for Good Reason (as defined in the agreement), including upon
(i) assignment to Mr. Lemley of material duties
inconsistent with those originally contemplated by the
employment agreement, (ii) a reduction in base salary
(excluding across the board reductions for all
senior executives), (iii) breach of the employment
agreement by the Company, (iv) purported termination for
Cause by the Company where such Cause does not exist,
(v) in the case of assignment of the employment agreement
by the Company, failure of the Company to obtain from such
assign an agreement to assume and agree to perform under the
employment agreement, or (vi) relocation of Mr. Lemley
to an office outside the Phoenix metropolitan area.
Mr. Lemley may also voluntarily terminate the employment
agreement by
90-day prior
written notice to the Company. The employment agreement may
terminate upon a Change of Control of the Company (as defined in
the agreement), including (i) an acquisition by any person
of more than 35% of the voting shares of the Company,
(ii) a change in more than
1/3
of the members of the board of directors, or (iii) the
consummation of a merger, consolidation, reorganization,
liquidation or dissolution, or sale of all or substantially all
of the assets of the Company.
Upon termination by the Company for Cause, death or disability,
or upon voluntary termination by Mr. Lemley other than for
Good Reason, Mr. Lemley or his estate is entitled to any
Accrued Compensation (as defined in the agreement) and, in the
case of death or disability, a prorated amount of his cash bonus
(determined by the average
25
cash bonus amount paid in the preceding two years). Upon
(i) termination by Mr. Lemley for Good Reason,
(ii) termination by the Company without Cause, or
(iii) termination within one year of a Change of Control of
the Company, Mr. Lemley is entitled to any Accrued
Compensation plus a lump-sum severance payment of an amount
equal to (a) in the case of Good Reason or without Cause,
one times the sum of his then-current annual base salary
(Salary) and the Payment Amount (defined in the
employment agreement as 45% of his annual base salary in effect
in the year in which termination occurs), and (b) in the
case of a Change in Control and termination within one year
thereafter, two times the sum of his Salary and the Payment
Amount. In addition, the Company will continue to pay certain
health insurance amounts for Mr. Lemley and his dependents
for a period of up to 24 months. Upon a Change in Control
or a termination of employment (not including termination by the
Company for Cause or voluntary termination by Mr. Lemley
for other than Good Reason), his equity-based compensation
awards shall vest in full in most circumstances.
The agreement also provides that Mr. Lemley will not
solicit employees or customers of the Company during his
employment or within two years of the termination of his
employment.
Lawrence Trachtenberg. In connection with his
retirement from full time service in late 2008, Mobile Mini and
Mr. Trachtenberg entered into an employment agreement dated
September 30, 2008. Under the agreement,
Mr. Trachtenberg will serve as a non-officer employee of
Mobile Mini beginning January 1, 2009, assisting Mobile
Mini with corporate and operational finance planning and
implementation, hedging strategy, treasury, institutional
investor communication advice and other services provided for in
the agreement. The agreement provides for a termination date of
February 28, 2012, and a salary of $75,000 annually in 2009
and $1,000 per month thereafter until termination. Pursuant to
his employment agreement, Mr. Trachtenberg receives for his
board service the same fees and equity grants paid to
non-employee directors. The agreement contains provisions
restricting the employees disclosure and use of Mobile
Minis confidential information, and provides that
Mr. Trachtenberg will not compete with Mobile Mini during
the 18 months following the termination of employment.
Under the agreement, if he is terminated for any reason other
than cause (as defined in the agreement), Mr. Trachtenberg
will be entitled to the remaining scheduled cash payments under
the agreement as well as accelerated vesting of all outstanding
stock options and shares of restricted stock. If
Mr. Trachtenberg is terminated for cause, he would only be
entitled to any then-accrued but unpaid cash compensation and
would forfeit any unvested stock options and shares of
restricted stock. Upon a change of control (as defined in the
employment agreement), all of Mr. Trachtenbergs
outstanding stock options and shares of restricted stock would
immediately vest.
Although we have not entered into any long-term employment
contracts with any other of our named executive officers, we
have entered into other agreements with key employees, including
Ms. Keeley and Mr. Marshall. These agreements are
terminable at will, with or without cause, and provide that the
employee will not compete with the Company for a period, ranging
from six months to two years, after termination of employment
and a covenant not to disclose confidential information of a
proprietary nature to third parties. We have also entered into
employment agreements with several of our key officers who were
officers of Mobile Storage Group and who were parties to
employments agreements with Mobile Storage Group before we
acquired that company in June 2008.
Deductibility
of Executive Compensation
The Committee reviews and considers the deductibility of
executive compensation under Section 162(m) of the Internal
Revenue Code, which provides that the Company may not deduct
compensation of more than $1 million that is paid to
certain individuals. The Company believes that compensation paid
under the executive bonus plan to the named executive officers
is fully deductible, except that the subjective bonus amount
paid, in years prior to 2007, may not be deductible under
certain circumstances which are not currently applicable to the
Company, particularly since the amount of base salary and
discretionary bonus amount paid to any executive did not exceed
$1 million.
Accounting
for Stock-Based Compensation
Beginning on January 1, 2006 the Company began accounting
for stock-based payments including awards under its 1999 stock
option plan and its 2006 equity incentive plan in accordance
with the requirements of FASB Statement 123(R). No grants or
awards were made to executive officers in 2008 under the 1999
stock option plan, and that plan terminates by its terms during
2009.
26
Summary
Compensation Table
The following table sets forth the compensation earned during
the applicable fiscal year by each individual who served as our
chief executive officer during 2008, each person who served as
our chief financial officer during 2008, and each of the other
three most highly compensated executive officers of Mobile Mini
who were executive officers as of the end of fiscal 2008. As
discussed in footnote (3) below, compensation listed under
Option Awards reflects compensation costs recognized
by us for prior year grants, not any awards made during the
years presented.
|
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|
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|
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|
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|
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|
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|
|
|
|
|
|
|
|
Non-Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
All
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
|
|
|
Plan
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
Salary
|
|
|
Bonus
|
|
|
Awards
|
|
|
Option
|
|
|
Compensation
|
|
|
Compensation
|
|
|
Total
|
|
Name and Principal Position
|
|
Year
|
|
|
($)
|
|
|
($)
|
|
|
($)(1)(2)
|
|
|
Awards($)(3)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
(g)
|
|
|
(i)
|
|
|
(j)
|
|
|
Steven G. Bunger
|
|
|
2008
|
|
|
|
525,000
|
|
|
|
183,750
|
|
|
|
379,082
|
|
|
|
158,885
|
|
|
|
|
|
|
|
14,504
|
(4)
|
|
|
1,261,221
|
|
Chairman, Chief
|
|
|
2007
|
|
|
|
500,000
|
|
|
|
|
|
|
|
267,787
|
|
|
|
240,267
|
|
|
|
300,534
|
|
|
|
21,882
|
(5)
|
|
|
1,330,470
|
|
Executive Officer, President
|
|
|
2006
|
|
|
|
357,359
|
|
|
|
53,604
|
|
|
|
163,252
|
|
|
|
283,757
|
|
|
|
357,359
|
|
|
|
25,504
|
(6)
|
|
|
1,240,835
|
|
Lawrence Trachtenberg*
|
|
|
2008
|
|
|
|
341,250
|
|
|
|
85,250
|
|
|
|
286,528
|
|
|
|
126,664
|
|
|
|
|
|
|
|
2,630
|
(7)
|
|
|
842,322
|
|
Executive Vice President,
|
|
|
2007
|
|
|
|
325,000
|
|
|
|
|
|
|
|
207,431
|
|
|
|
168,799
|
|
|
|
195,347
|
|
|
|
1,215
|
(8)
|
|
|
897,792
|
|
Chief Financial Officer
|
|
|
2006
|
|
|
|
255,256
|
|
|
|
38,289
|
|
|
|
130,199
|
|
|
|
201,749
|
|
|
|
255,256
|
|
|
|
1,215
|
(9)
|
|
|
881,964
|
|
Mark E. Funk*
|
|
|
2008
|
|
|
|
44,625
|
|
|
|
|
|
|
|
40,891
|
|
|
|
|
|
|
|
|
|
|
|
9,519
|
(10)
|
|
|
95,035
|
|
Executive Vice President,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deborah K. Keeley
|
|
|
2008
|
|
|
|
192,949
|
|
|
|
53,447
|
|
|
|
113,065
|
|
|
|
33,218
|
|
|
|
|
|
|
|
8,009
|
(11)
|
|
|
400,689
|
|
Senior Vice President,
|
|
|
2007
|
|
|
|
180,000
|
|
|
|
|
|
|
|
79,709
|
|
|
|
61,243
|
|
|
|
50,039
|
|
|
|
6,884
|
(12)
|
|
|
377,875
|
|
Chief Accounting Officer
|
|
|
2006
|
|
|
|
132,303
|
|
|
|
39,715
|
|
|
|
48,936
|
|
|
|
69,373
|
|
|
|
42,195
|
|
|
|
8,249
|
(13)
|
|
|
340,771
|
|
Russell C. Lemley
|
|
|
2008
|
|
|
|
257,500
|
|
|
|
49,750
|
|
|
|
116,760
|
|
|
|
33,125
|
|
|
|
|
|
|
|
11,203
|
(14)
|
|
|
468,338
|
|
Senior Vice President,
|
|
|
2007
|
|
|
|
245,000
|
|
|
|
|
|
|
|
79,892
|
|
|
|
61,042
|
|
|
|
49,556
|
|
|
|
7,325
|
(15)
|
|
|
442,815
|
|
Western Division
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ronald E. Marshall
|
|
|
2008
|
|
|
|
184,000
|
|
|
|
34,268
|
|
|
|
69,268
|
|
|
|
19,000
|
|
|
|
|
|
|
|
6,004
|
(16)
|
|
|
312,539
|
|
Senior Vice President,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Central Division
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Mr. Trachtenberg served as our Chief Financial Officer until
November 12, 2008 and remains a non-officer employee of the
Company. Mr. Funk joined the Company on November 3,
2008 and succeeded Mr. Trachtenberg as Chief Financial
Officer on November 12, 2008. |
|
(1) |
|
Our Compensation Committee awarded shares of restricted stock to
certain of our employees, including the chief executive officer
and the other named executive officers, under our 2006 Equity
Incentive Plan. Shares awarded in 2008 vest in four equal annual
installments, with the first vesting occurring on
December 17, 2009, the first anniversary of the award date.
In 2007 and 2006, half of the shares of restricted stock awarded
vests in four equal annual installments, with the first vesting
occurring on the first anniversary of the award date. The other
half of the shares of restricted stock awarded in 2007 and 2006
will vest in annual installments if we achieve stated adjusted
EBITDA (e.g., earnings before interest expense, debt
restructuring costs (if any during the measurement period),
provision for income taxes, depreciation and amortization, as
adjusted) performance targets over the four year period
beginning with the first fiscal anniversary date. The 2007 and
2006 amounts set forth were adjusted for the performance-based
awards which may be recognized in future periods. If we do not
achieve the EBITDA target for a particular year, none of the
performance-based shares of restricted stock for that year will
vest. Performance-based shares that would ordinarily have been
awarded in December 2008 were not awarded until January 2009
and, accordingly, are not included in this table reporting 2008
compensation. Any of the performance-based shares that do not
vest in a particular year may nevertheless vest in a subsequent
year if we meet or exceed the cumulative EBITDA target. Upon
termination of the executive officers status as an
employee during the vesting period, non-vested shares of
restricted stock shall be forfeited and reacquired by us. |
|
(2) |
|
The value of stock awards included in this column represent the
compensation costs recognized by us in fiscal years 2008, 2007
and 2006 for stock awards made in 2008 and for prior fiscal
years calculated pursuant to SFAS No. 123(R). The
ultimate value received by an executive, if any, of a non-vested
share award will depend on the share price of our common stock
on the date an executive sells those shares once the
restrictions are |
27
|
|
|
|
|
removed. The assumptions used by us with respect to the
valuation of non-vested share awards are set forth in the Notes
to our Consolidated Financial Statements, which are included in
our
Form 10-K.
The grant date fair value, calculated pursuant to
SFAS 123(R), of the non-vested share awards granted to
Mr. Bunger, Mr. Trachtenberg, Mr. Funk,
Ms. Keeley, Mr. Lemley and Mr. Marshall was
$13.73, $19.01 and $28.55 per share in 2008, 2007 and 2006,
respectively. In addition, Mr. Funk also received
non-vested share awards with a grant date fair value of $16.01
per share in 2008. |
|
(3) |
|
We did not award stock options to any individual named in the
Summary Compensation Table in any fiscal year covered by the
table. The value of option awards included in this column
represent the compensation costs recognized by us in fiscal year
2008, 2007 and 2006 for option awards granted in prior fiscal
years, calculated pursuant to SFAS No. 123(R). The
values included within this column have not been, and may never
be realized by the employee. The options might never be
exercised and the ultimate value received by the executive, if
any, will depend on the share price on the exercise date. The
assumptions used by us with respect to the valuation of option
awards are set forth in the Notes to our Consolidated Financial
Statements, which are included in our Annual Report on
Form 10-K. |
|
(4) |
|
Mr. Bungers perquisites and other personal benefits
include: networking organization and other membership
organization fees, convention and related travel fees and
reimbursements of miscellaneous costs such as home
communications equipment, use of Company containers and other
personal costs incurred due to Company responsibilities. The
amount reported includes: matching contributions under the
401(k) Plan of $2,000, payment of organization fees and related
expenses of $6,877, an auto allowance of $3,877 and
reimbursement of miscellaneous expenses of $1,750. |
|
(5) |
|
Includes matching contributions under the 401(k) Plan of $500,
payment of organization fees and related expenses of $20,964 and
reimbursement of miscellaneous expenses of $418. |
|
(6) |
|
Includes matching contributions under the 401(k) Plan of $500,
payment of organization fees and related expenses of $20,437 and
reimbursement of miscellaneous expenses of $4,567. |
|
(7) |
|
Includes matching contributions under the 401(k) Plan of $1,550
and reimbursement of miscellaneous expenses of $1,080. |
|
(8) |
|
Includes matching contributions under the 401(k) Plan of $500
and reimbursement of miscellaneous expenses of $715. |
|
(9) |
|
Includes matching contributions under the 401(k) Plan of $500
and reimbursement of miscellaneous expenses of $715. |
|
(10) |
|
Includes an auto allowance of $942, relocation expenses of
$8,518 and reimbursement of miscellaneous expenses of $60. |
|
(11) |
|
Includes matching contributions under the 401(k) Plan of $1,929,
payment under a non-competition agreement of $5,000 and
reimbursement of miscellaneous expenses of $1,080. |
|
(12) |
|
Includes matching contributions under the 401(k) Plan of $500,
payment under a non-competition agreement of $5,000 and
reimbursement of miscellaneous expenses of $1,384. |
|
(13) |
|
Includes matching contributions under the 401(k) Plan of $500,
payment under a non-competition agreement of $5,000 and
reimbursement of miscellaneous expenses of $2,749. |
|
(14) |
|
Includes matching contributions under the 401(k) Plan of $2,000,
payment under a non-competition agreement of $5,000, an auto
allowance of $3,231 and reimbursement of miscellaneous expenses
of $972. |
|
(15) |
|
Includes matching contributions under the 401(k) Plan of $500,
payment under a non-competition agreement of $5,000 and
reimbursement of miscellaneous expenses of $1,825. |
|
(16) |
|
Includes payment under a non-competition agreement of $5,000 and
reimbursement of miscellaneous expenses of $1,004. |
28
Grants of
Plan-Based Awards
The following table sets forth certain information regarding
grants of plan-based awards during 2008 to the officers named in
the Summary Compensation Table.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
All
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
Option
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
|
|
|
Awards:
|
|
|
|
|
|
Grant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Future Payouts
|
|
|
of
|
|
|
Number
|
|
|
Exercise
|
|
|
Date
|
|
|
|
|
|
|
Estimated Future Payouts
|
|
|
Under
|
|
|
Shares
|
|
|
of
|
|
|
or Base
|
|
|
Fair Value
|
|
|
|
|
|
|
Under Non-Equity Incentive
|
|
|
Equity Incentive Plan
|
|
|
of
|
|
|
Securities
|
|
|
Price of
|
|
|
of Stock
|
|
|
|
|
|
|
Plan Awards
|
|
|
Awards(3)
|
|
|
Stock
|
|
|
Underlying
|
|
|
Option
|
|
|
and Option
|
|
|
|
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
or
|
|
|
Options
|
|
|
Awards
|
|
|
Awards
|
|
Name
|
|
Grant Date
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)
|
|
|
Units(#)(1)
|
|
|
(#)
|
|
|
($/Sh)
|
|
|
($)
|
|
|
Steven G. Bunger
|
|
|
12/17/08
|
|
|
|
135,188
|
|
|
|
540,750
|
|
|
|
1,081,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,127
|
|
|
|
|
|
|
|
|
|
|
|
468,564
|
|
Lawrence Trachtenberg
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark E. Funk
|
|
|
11/3/08, 12/17/08
|
|
|
|
87,872
|
|
|
|
351,488
|
|
|
|
702,975
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
72,059
|
(2)
|
|
|
|
|
|
|
|
|
|
|
1,096,177
|
|
Deborah K. Keeley
|
|
|
12/17/08
|
|
|
|
30,583
|
|
|
|
122,333
|
|
|
|
244,666
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,229
|
|
|
|
|
|
|
|
|
|
|
|
140,444
|
|
Russell C. Lemley
|
|
|
12/17/08
|
|
|
|
27,546
|
|
|
|
110,183
|
|
|
|
220,365
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,283
|
|
|
|
|
|
|
|
|
|
|
|
99,996
|
|
Ronald E. Marshall
|
|
|
.12/17/08
|
|
|
|
21,900
|
|
|
|
87,602
|
|
|
|
175,203
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,026
|
|
|
|
|
|
|
|
|
|
|
|
96,467
|
|
|
|
|
(1) |
|
The restricted stock award made to each named executive officer
vests (and the risk of forfeiture lapses) in equal annual
installments over the four years following data of award. |
|
(2) |
|
Includes restricted stock awarded upon hiring and vests in equal
annual installments over the three years following date of award. |
|
(3) |
|
No equity incentive plan awards were made in 2008. Instead, the
Compensation Committee made such awards in January 2009. |
29
Outstanding
Equity Awards at Fiscal Year-End
The following table discloses certain information regarding all
outstanding equity awards at fiscal year end for each of the
officers named in the Summary Compensation Table, as of
December 31, 2008. Some values contained in the table below
have not been, and may never be, realized. The options might
never be exercised and the value, if any, will depend on the
share price on the exercise date. In addition, the awards of
restricted stock are subject to forfeiture and the value, if
any, will depend on the share price on the date an executive
sells those shares once the restrictions are removed.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan
|
|
|
Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
Awards:
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
|
|
|
Market or
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of
|
|
|
Payout
|
|
|
|
|
|
|
|
|
|
Plan
|
|
|
|
|
|
|
|
|
|
|
|
Market
|
|
|
Unearned
|
|
|
Value of
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
|
|
|
|
|
|
Number
|
|
|
Value of
|
|
|
Shares,
|
|
|
Unearned
|
|
|
|
Number of
|
|
|
Number of
|
|
|
Number of
|
|
|
|
|
|
|
|
|
of Shares
|
|
|
Shares or
|
|
|
Units or
|
|
|
Shares,
|
|
|
|
Securities
|
|
|
Securities
|
|
|
Securities
|
|
|
|
|
|
|
|
|
or Units
|
|
|
Units of
|
|
|
Other
|
|
|
Units or
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
of Stock
|
|
|
Stock
|
|
|
Rights
|
|
|
Other
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Option
|
|
|
|
|
|
That Have
|
|
|
That
|
|
|
That Have
|
|
|
Rights That
|
|
|
|
Options
|
|
|
Options
|
|
|
Unearned
|
|
|
Exercise
|
|
|
Option
|
|
|
Not
|
|
|
Have Not
|
|
|
Not
|
|
|
Have Not
|
|
|
|
Exercisable(1)
|
|
|
Unexercisable(1)
|
|
|
Options
|
|
|
Price
|
|
|
Expiration
|
|
|
Vested(3)
|
|
|
Vested(2)
|
|
|
Vested(4)
|
|
|
Vested(2)
|
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)
|
|
|
($)
|
|
|
Date
|
|
|
#
|
|
|
($)
|
|
|
(#)
|
|
|
($)
|
|
Name (a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
(g)
|
|
|
(h)
|
|
|
(i)
|
|
|
(j)
|
|
|
Steven G. Bunger
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2001
|
|
|
300,000
|
|
|
|
|
|
|
|
|
|
|
|
16.46
|
|
|
|
12/13/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2002
|
|
|
16,000
|
|
|
|
|
|
|
|
|
|
|
|
7.33
|
|
|
|
12/03/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2003
|
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
|
9.93
|
|
|
|
11/19/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004
|
|
|
80,000
|
|
|
|
20,000
|
|
|
|
|
|
|
|
14.11
|
|
|
|
11/02/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,333
|
|
|
|
192,262
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,442
|
|
|
|
107,314
|
|
|
|
11,164
|
|
|
|
160,985
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,606
|
|
|
|
253,879
|
|
|
|
17,605
|
|
|
|
253,864
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,127
|
|
|
|
492,111
|
|
|
|
|
|
|
|
|
|
Lawrence Trachtenberg
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2001
|
|
|
200,000
|
|
|
|
|
|
|
|
|
|
|
|
16.46
|
|
|
|
12/13/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2003
|
|
|
16,000
|
|
|
|
|
|
|
|
|
|
|
|
9.93
|
|
|
|
11/19/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004
|
|
|
64,000
|
|
|
|
16,000
|
|
|
|
|
|
|
|
14.11
|
|
|
|
11/02/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,666
|
|
|
|
153,804
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,498
|
|
|
|
79,281
|
|
|
|
8,249
|
|
|
|
118,951
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,008
|
|
|
|
187,575
|
|
|
|
13,007
|
|
|
|
187,561
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark E. Funk
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
72,059
|
|
|
|
1,039,091
|
|
|
|
|
|
|
|
|
|
Deborah K. Keeley
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2000
|
|
|
12,000
|
|
|
|
|
|
|
|
|
|
|
|
10.51
|
|
|
|
12/13/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2001
|
|
|
15,000
|
|
|
|
|
|
|
|
|
|
|
|
16.46
|
|
|
|
12/13/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2002
|
|
|
6,000
|
|
|
|
|
|
|
|
|
|
|
|
7.33
|
|
|
|
12/03/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2003
|
|
|
15,000
|
|
|
|
|
|
|
|
|
|
|
|
9.93
|
|
|
|
11/19/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004
|
|
|
24,000
|
|
|
|
6,000
|
|
|
|
|
|
|
|
14.11
|
|
|
|
11/02/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,000
|
|
|
|
57,680
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,188
|
|
|
|
31,551
|
|
|
|
3,284
|
|
|
|
47,355
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,277
|
|
|
|
76,094
|
|
|
|
5,277
|
|
|
|
76,094
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,229
|
|
|
|
147,502
|
|
|
|
|
|
|
|
|
|
30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan
|
|
|
Awards:
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
Market or
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
|
|
|
Payout
|
|
|
|
|
|
|
|
|
|
Plan
|
|
|
|
|
|
|
|
|
|
|
|
Market
|
|
|
of Unearned
|
|
|
Value of
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
|
|
|
|
|
|
Number
|
|
|
Value of
|
|
|
Shares,
|
|
|
Unearned
|
|
|
|
Number of
|
|
|
Number of
|
|
|
Number of
|
|
|
|
|
|
|
|
|
of Shares
|
|
|
Shares or
|
|
|
Units or
|
|
|
Shares,
|
|
|
|
Securities
|
|
|
Securities
|
|
|
Securities
|
|
|
|
|
|
|
|
|
or Units
|
|
|
Units of
|
|
|
Other
|
|
|
Units or
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
of Stock
|
|
|
Stock
|
|
|
Rights
|
|
|
Other Rights
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Option
|
|
|
|
|
|
That
|
|
|
That
|
|
|
That Have
|
|
|
That Have
|
|
|
|
Options
|
|
|
Options
|
|
|
Unearned
|
|
|
Exercise
|
|
|
Option
|
|
|
Have Not
|
|
|
Have Not
|
|
|
Not
|
|
|
Not
|
|
|
|
Exercisable(1)
|
|
|
Unexercisable(1)
|
|
|
Options
|
|
|
Price
|
|
|
Expiration
|
|
|
Vested(3)
|
|
|
Vested(2)
|
|
|
Vested(4)
|
|
|
Vested(2)
|
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)
|
|
|
($)
|
|
|
Date
|
|
|
#
|
|
|
($)
|
|
|
(#)
|
|
|
($)
|
|
Name (a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
(g)
|
|
|
(h)
|
|
|
(i)
|
|
|
(j)
|
|
|
Russell C. Lemley
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1999
|
|
|
1,000
|
|
|
|
|
|
|
|
|
|
|
|
10.44
|
|
|
|
11/10/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2000
|
|
|
2,000
|
|
|
|
|
|
|
|
|
|
|
|
10.51
|
|
|
|
12/13/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2002
|
|
|
1,000
|
|
|
|
|
|
|
|
|
|
|
|
7.33
|
|
|
|
12/3/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2003
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
|
9.93
|
|
|
|
11/19/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004
|
|
|
10,000
|
|
|
|
6,000
|
|
|
|
|
|
|
|
14.11
|
|
|
|
11/2/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,000
|
|
|
|
57,680
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,188
|
|
|
|
31,551
|
|
|
|
3,284
|
|
|
|
47,355
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,918
|
|
|
|
85,338
|
|
|
|
5,917
|
|
|
|
85,323
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,283
|
|
|
|
105,021
|
|
|
|
|
|
|
|
|
|
Ronald E. Marshall
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2002
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
|
7.33
|
|
|
|
12/3/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2003
|
|
|
6,000
|
|
|
|
|
|
|
|
|
|
|
|
9.93
|
|
|
|
11/19/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004
|
|
|
3,000
|
|
|
|
3,000
|
|
|
|
|
|
|
|
14.11
|
|
|
|
11/2/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000
|
|
|
|
28,840
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,532
|
|
|
|
22,091
|
|
|
|
2,299
|
|
|
|
33,152
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,624
|
|
|
|
52,258
|
|
|
|
3,624
|
|
|
|
52,258
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,026
|
|
|
|
101,315
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
All option awards are granted ten years prior to the
corresponding option expiration date, and the options vest in
equal installments with the first installment vesting on the
six-month anniversary of the grant date and annually thereafter. |
|
(2) |
|
Amounts represent the closing price of our common stock on
December 31, 2008 of $14.42, times the number of unvested
shares. |
|
(3) |
|
All shares vest in four equal annual installments on the
anniversary of the date of award. |
|
(4) |
|
All shares vest in four equal annual installments commencing in
the month of February following the anniversary of the date of
award, respectively, subject to the Company achieving EBITDA
performance targets established at by the Compensation
Committee. See Compensation Discussion and Analysis
set forth elsewhere herein for a description of the performance
targets. |
31
Option
Exercises and Stock Vested
The following table sets forth certain information regarding the
exercise or vesting of equity awards during years indicated and
the amount realized on such exercise or vesting for each of the
officers named in the Summary Compensation table.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Value
|
|
|
Shares
|
|
|
Value
|
|
|
|
|
|
|
Acquired
|
|
|
Realized
|
|
|
Acquired
|
|
|
Realized
|
|
|
|
|
|
|
on
|
|
|
on
|
|
|
on
|
|
|
on
|
|
|
|
|
|
|
Exercise
|
|
|
Exercise
|
|
|
Vesting
|
|
|
Vesting(2)
|
|
Name
|
|
|
|
|
(#)
|
|
|
($)(1)
|
|
|
(#)
|
|
|
($)
|
|
|
Steven G. Bunger
|
|
|
2006
|
|
|
|
124,000
|
|
|
|
2,787,967
|
|
|
|
6,667
|
|
|
|
182,876
|
|
|
|
|
2007
|
|
|
|
200,000
|
|
|
|
4,360,786
|
|
|
|
10,389
|
|
|
|
199,462
|
|
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
16,258
|
|
|
|
211,137
|
|
Lawrence Trachtenberg
|
|
|
2006
|
|
|
|
94,000
|
|
|
|
2,049,098
|
|
|
|
5,334
|
|
|
|
146,312
|
|
|
|
|
2007
|
|
|
|
94,454
|
|
|
|
2,066,748
|
|
|
|
8,083
|
|
|
|
154,997
|
|
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
12,419
|
|
|
|
161,531
|
|
Mark E. Funk
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deborah K. Keeley
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
2,000
|
|
|
|
54,860
|
|
|
|
|
2007
|
|
|
|
12,000
|
|
|
|
269,172
|
|
|
|
3,095
|
|
|
|
59,404
|
|
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
4,854
|
|
|
|
63,052
|
|
Russell C. Lemley
|
|
|
2007
|
|
|
|
8,800
|
|
|
|
175,424
|
|
|
|
3,095
|
|
|
|
59,404
|
|
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
5,068
|
|
|
|
65,769
|
|
Ronald E. Marshall
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
2,975
|
|
|
|
38,407
|
|
|
|
|
(1) |
|
These amounts are equal to the difference between the sale price
at the time of exercise and the exercise price times the number
of shares underlying the exercised option. |
|
(2) |
|
These amounts are equal to the closing price of our common stock
on the NASDAQ Stock Market on the vesting date times the number
of shares vested. |
Post-Employment
Compensation
Pursuant to employment agreements with each of
Messrs. Bunger, Funk and Lemley, we will make specified
payments to the employee if either the employees
employment is terminated involuntarily as determined under the
agreement, for any reason other than cause, or if there is a
change of control. The employment agreements and the
post-employment compensation payable thereunder, are described
in more detail above under the caption Compensation
Discussion and Analysis Employment
Agreements / Severance.
COMPENSATION
COMMITTEE INTERLOCKS
Messrs. Goble, McConnell, Swani and Watts served as the
members of the Compensation Committee during 2008. None of these
directors was an executive officer or otherwise an employee of
Mobile Mini before or during such service, and no executive
officer of Mobile Mini served on any other companys
compensation committee.
COMPENSATION
COMMITTEE
Mobile Minis executive compensation program is
administered by the Compensation Committee of the Board of
Directors, which is comprised only of independent directors as
that term is defined in the rules of The Nasdaq Stock Market.
The Compensation Committee is to discharge the Boards
responsibilities relating to the compensation of our directors
and the executive officers. As a part of its duties, the
Compensation Committee reviews compensation levels and
performance of our executive officers. The Compensation
Committee also administers our short and long-term incentive
programs, which include our equity incentive plans and our bonus
plans for various executive officers.
32
The Compensation Committee has in the past, and may in the
future, delegate authority to review and approve the
compensation of certain of our employees to Steven G. Bunger,
our Chief Executive Officer or other senior executive officers.
Even where the Compensation Committee has not delegated that
authority, our senior executive officers, including
Mr. Bunger, evaluate employee performance, establish
performance targets and objectives and provide recommendations
to the Compensation Committee regarding compensation to be paid
to certain of our employees.
The Compensation Committees charter provides that the
Compensation Committee shall have the authority, to the extent
it deems necessary or appropriate, to retain a compensation
consultant and such other advisors to assist in the evaluation
of director, Chief Executive Officer or senior executive
compensation. The charter further provides that the Compensation
Committee has the sole authority to retain and terminate any
such consulting firm and has the sole authority to approve any
such consulting firms fees and other retention terms.
Pursuant to the authority granted to it in its charter, during
2006 and 2007 the Compensation Committee engaged Pearl
Meyer & Partners to review the competitiveness of its
compensation program for our non-employee directors and our
senior executive officers. The Committee engaged Pearl
Meyer & Partners during 2008 for the limited purpose
of furnishing updated compensation information, and did not
otherwise use the services of a consultant during 2008. The
Committee did not use a consultant when setting planned 2009
compensation. See the discussion above under the caption
Compensation Discussion and Analysis Looking
Ahead for additional information regarding the work and
report of the compensation consultant.
Compensation
Committee Report
The following report of the Compensation Committee shall not be
deemed to be incorporated by reference into any previous filing
by us under either the Securities Act of 1933 or the Securities
Exchange Act of 1934 that incorporates future Securities Act or
Exchange Act filings in whole or in part by reference.
The Compensation Committee reviewed and discussed the
Compensation Discussion and Analysis included elsewhere in this
proxy statement with management. Based on this review and the
discussions, the Compensation Committee recommended to the Board
of Directors that the Compensation Discussion and Analysis be
included in Mobile Minis Annual Report on
Form 10-K
for the year ended December 31, 2008, for filing with the
Securities and Exchange Commission.
Compensation Committee
Jeffrey S. Goble (Chair)
Stephen A McConnell
Frederick G. McNamee
Sanjay Swani
Michael L. Watts
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth information as of April 15,
2009 with respect to the beneficial ownership of shares of our
stock by:
|
|
|
|
|
each of our directors, director nominees and named executive
officers;
|
|
|
|
all of our named executive officers and directors as a
group; and
|
|
|
|
each person we know to be the beneficial owner of 5% or more of
the outstanding shares of our common stock or our Series A
Convertible Redeemable Participating Preferred Stock
(Series A Preferred).
|
Each share of Series A Preferred is convertible into one
share of our common stock, at a conversion price of $18.00 per
share.
Beneficial ownership is determined in accordance with
Rule 13d-3
under the Exchange Act, and generally includes voting or
investment power over securities. Under this rule, a person is
deemed to be the beneficial owner
33
of securities that can be acquired by such person within
60 days of April 15, 2009 upon the exercise of
options. Each beneficial owners percentage ownership is
determined by assuming that all options held by such person that
are exercisable within 60 days of April 15, 2009 have
been exercised.
Unless otherwise noted, the address of each person named in the
table is 7420 South Kyrene Road, Suite 101, Tempe, Arizona
85283.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
Series A Preferred
|
|
|
|
Number of
|
|
|
Percent of
|
|
|
Number of
|
|
|
Percent of
|
|
|
|
Shares
|
|
|
Class
|
|
|
Shares
|
|
|
Class
|
|
Name
|
|
Owned
|
|
|
Owned
|
|
|
Owned
|
|
|
Owned
|
|
|
Directors and Executive Officers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William E. Armstead(1)
|
|
|
31,909
|
|
|
|
|
*
|
|
|
8,612
|
|
|
|
|
*
|
Kyle G. Blackwell(2)
|
|
|
145,465
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
Steven G. Bunger(3)
|
|
|
969,915
|
|
|
|
2.7
|
%
|
|
|
|
|
|
|
|
|
Michael E. Donovan
|
|
|
4,367
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
Mark E. Funk(4)
|
|
|
100,181
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
Jeffrey S. Goble(5)
|
|
|
32,084
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
Ron Halchishak(6)
|
|
|
35,296
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
Jon D. Keating(7)
|
|
|
234,930
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
Deborah K. Keeley(8)
|
|
|
137,341
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
Russell C. Lemley(9)
|
|
|
73,321
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
Ronald E. Marshall(10)
|
|
|
50,659
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
Stephen A McConnell(11)
|
|
|
93,034
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
Frederick G. McNamee, III
|
|
|
4,356
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
Jody E. Miller(12)
|
|
|
41,800
|
|
|
|
|
*
|
|
|
31,860
|
|
|
|
|
*
|
Christopher J. Miner(13)
|
|
|
12,805
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
Sanjay Swani
|
|
|
4,367
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
Lawrence Trachtenberg(14)
|
|
|
413,536
|
|
|
|
1.2
|
%
|
|
|
|
|
|
|
|
|
Michael L. Watts(15)
|
|
|
29,034
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
All directors and executive officers as a group
(18 persons)(16)
|
|
|
2,414,400
|
|
|
|
6.6
|
%
|
|
|
|
|
|
|
|
|
5% Holders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
T. Rowe Price Associates, Inc.(17)
|
|
|
3,139,600
|
|
|
|
8.9
|
%
|
|
|
|
|
|
|
|
|
Thomas R. Smith(18)
|
|
|
2,951,869
|
|
|
|
8.3
|
%
|
|
|
|
|
|
|
|
|
Columbia Wanger Asset Management, L.P.(19)
|
|
|
3,232,000
|
|
|
|
9.1
|
%
|
|
|
|
|
|
|
|
|
Barclays Global Investors, N.A.(20)
|
|
|
2,263,566
|
|
|
|
6.4
|
%
|
|
|
|
|
|
|
|
|
Dimensional Fund Advisors LP(21)
|
|
|
2,033,203
|
|
|
|
5.7
|
%
|
|
|
|
|
|
|
|
|
Welsh, Carson, Anderson & Stowe X, L.P.(22)
|
|
|
6,669,268
|
|
|
|
15.8
|
%
|
|
|
6,669,268
|
|
|
|
78.0
|
%
|
|
|
|
* |
|
Less than 1%. |
|
(1) |
|
Includes: 90 shares common stock held in the Mobile Mini
401(k) plan and 31,819 shares of restricted stock which are
forfeitable until vested. |
|
(2) |
|
Includes: 105,692 shares of common stock owned by REB/BMB
Family Limited Partnership, of which Mr. Blackwell is a
member or partner; 6,705 shares of common stock;
2,126 shares of common stock held in the Mobile Mini 401(k)
plan; 3,000 shares of common stock subject to exercisable
options; and 27,942 shares of restricted stock which are
forfeitable until vested. |
|
(3) |
|
Includes: 49,000 shares of common stock owned by Bunger
Holdings, L.L.C.; 211,386 shares of common stock owned by
REB/BMB Family Limited Partnership, of which Mr. Bunger is
a member or partner; 47,905 shares of common stock;
6,283 shares of common stock held in the Mobile Mini 401(k)
plan; |
34
|
|
|
|
|
516,000 shares of common stock subject to exercisable
options; and 139,341 shares of restricted stock which are
forfeitable until vested. |
|
(4) |
|
Includes: 100,181 shares of restricted stock which are
forfeitable until vested. |
|
(5) |
|
Includes: 18,334 shares of common stock and
13,750 shares of common stock subject to exercisable
options. |
|
(6) |
|
Includes: 35,296 shares of restricted stock which are
forfeitable until vested. |
|
(7) |
|
Includes: 34,000 shares of common stock owned by Bunger
Holdings, L.L.C.; 158,540 shares of common stock owned by
REB/BMB Family Limited Partnership, of which Mr. Keating is
a member or partner; 5,555 shares of common stock;
1,792 shares of common stock held in the Mobile Mini 401(k)
plan; 9,200 shares of common stock subject to exercisable
options; and 25,843 shares of restricted stock which are
forfeitable until vested. |
|
(8) |
|
Includes: 12,803 shares of common stock; 4,875 shares
of common stock held in the Mobile Mini 401(k) plan;
78,000 shares of common stock subject to exercisable
options; and 41,663 shares of restricted stock which are
forfeitable until vested. |
|
(9) |
|
Includes: 11,970 shares of common stock; 1,638 shares
of common stock held in the Mobile Mini 401(k) plan;
23,000 shares of common stock subject to exercisable
options; and 36,713 shares of restricted stock which are
forfeitable until vested. |
|
(10) |
|
Includes: 7,717 shares of common stock; 15,000 shares
of common stock subject to exercisable options and
27,942 shares of restricted stock which are forfeitable
until vested. |
|
(11) |
|
Includes: 70,534 shares of common stock and
22,500 shares of common stock subject to exercisable
options. |
|
(12) |
|
Includes: 96 shares of common stock held in the Mobile Mini
401(k) plan and 41,704 shares of restricted stock which are
forfeitable until vested. |
|
(13) |
|
Includes: 12,805 shares of restricted stock which are
forfeitable until vested. |
|
(14) |
|
Includes: 56,572 shares of common stock; 4,010 shares
of common stock held indirectly; 6,526 shares of common
stock held in the Mobile Mini 401(k) plan; 296,000 shares
of common stock subject to exercisable options; and
50,428 shares of restricted stock which are forfeitable
until vested. |
|
(15) |
|
Includes: 6,534 shares of common stock and
22,500 shares of common stock subject to exercisable
options. |
|
(16) |
|
Includes: 843,773 shares of common stock;
998,950 shares of common stock subject to exercisable
options; and 571,677 shares of restricted stock which are
forfeitable until vested. |
|
(17) |
|
Based solely on Amendment No. 10 to Schedule 13G
jointly filed by T. Rowe Price Associates, Inc.
(TRP), and T. Rowe Price New Horizons Fund, Inc.
(Fund), with the SEC on February 11, 2009. TRP
has sole voting power with respect to 843,300 of the shares and
sole dispositive power with respect to 3,139,600 of the shares,
and Fund has sole voting power with respect to
2,291,400 shares. TRP is an Investment Adviser registered
under the Investment Advisers Act of 1940 (an Investment
Adviser) and Fund is an Investment Company registered
under the Investment Company Act of 1940. The address for TRP
and Fund is 100 E. Pratt Street, Baltimore, Maryland
21202. |
|
(18) |
|
Based solely on Amendment No. 9 to Schedule 13G
jointly filed by Thomas W. Smith, Scott J. Vassalluzzo and
Steven M. Fischer with the SEC on February 17, 2009. The
filers report in the schedule that they in the aggregate
beneficially own 2,452,698 of the shares in their capacities as
investment managers for certain managed accounts. Mr. Smith
beneficially owns 2,951,869 shares and has sole voting
power with respect to 619,000 of the shares, sole dispositive
power with respect to 804,250 of the shares, and has shared
voting and shared dispositive power with respect to 2,147,619 of
the shares; Mr. Vassalluzzo beneficially owns
2,275,448 shares and has sole voting power with respect to
27,000 of the shares, sole dispositive power with respect to
127,829 of the shares, and has shared voting and shared
dispositive power with respect to 2,147,619 of the shares;
Mr. Fischer has sole voting and sole dispositive power with
respect to none of the shares and has shared voting power and
shared dispositive power with respect to 2,036,019 of the
shares. The principal office of Messrs. Smith, Vassalluzzo,
and Fischer is 323 Railroad Avenue, Greenwich, Connecticut 06830. |
|
(19) |
|
Based solely on Amendment No. 1 to Schedule 13G filed
by Columbia Wanger Asset Management, L.P. (Columbia)
and Columbia Acorn Trust (CAT) with the SEC on
February 6, 2009. Columbia has sole |
35
|
|
|
|
|
voting power and sole dispositive power with respect to
3,232,000 shares. The schedule states that the shares
include shares held by CAT, a Massachusetts business trust that
is advised by Columbia. Columbia is an Investment Adviser and
its address is 227 West Monroe Street, Suite 3000,
Chicago, IL 60606. |
|
(20) |
|
Based solely on Schedule 13G filed by Barclays Global
Investors, N.A. (Barclays), with the SEC on
February 5, 2009, on behalf of itself and affiliated
persons and entities. Barclays has sole voting power with
respect to 667,290 shares and sole dispositive power with
respect to 800,636 shares; Barclays Global
Fund Advisors (Advisors) has sole voting power
with respect to 1,042,786 of the shares and sole dispositive
power with respect to 1,439,698 of the shares; and Barclays
Global Investors, Ltd. (Global) has sole voting
power with respect to 975 of the shares and sole dispositive
power with respect to 23,232 of the shares. Barclays is a bank
as defined in Section 3(a)(6) of the Exchange Act, Advisors
is an Investment Advisor, and Global is a
non-U.S.
institution. The address of Barclays is 400 Howard Street,
San Francisco, CA 94105. |
|
(21) |
|
Based solely on Schedule 13G filed by Dimensional
Fund Advisors LP (DFA) with the SEC on
February 9, 2009. DFA has sole voting power with respect to
1,971,365 shares and sole dispositive power with respect to
2,033,203 shares. DFA is an Investment Advisor and its
address is Palisades West, Building One, 6300 Bee Cave Road,
Austin, Texas 78746. |
|
(22) |
|
Based solely on Schedule 13D filed jointly by Welsh,
Carson, Anderson & Stowe X, L.P. (WCAS X),
WCAS Capital Partners IV, L.P. (WCAS CP IV), and
WCAS Management Corporation (WCAS), with the SEC on
July 11, 2008. WCAS X has sole voting and sole dispositive
power with respect to 6,356,319 shares issuable upon
conversion of preferred stock; WCAS CP IV has sole voting and
sole dispositive power with respect to 307,431 shares
issuable upon conversion of preferred stock; and WCAS has sole
voting and sole dispositive power with respect to
5,518 shares issuable upon conversion of preferred stock.
Each of WCAS X and WCAS CP IV has a sole general partner and the
managing members of the general partners include 15 individuals,
one of whom is Mr. Swani, who serves as a director of
Mobile Mini. The address of each of WCAS X, WCAS CP IV and WCAS
is 320 Park Avenue, Suite 2500, New York, New York 10022. |
SECTION 16(a)
BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires our directors and executive officers to file
reports of holdings and transactions in Mobile Mini shares with
the Securities and Exchange Commission. Based on a review of
reports filed by our directors, executive officers and
beneficial holders of ten percent (10%) or more of our shares,
and based upon representations from those persons, all stock
ownership reports required to be filed by those reporting
persons during 2008 were timely made with the exception that
Mr. McNamees filing to reflect the 322 shares of
common stock that he was granted upon being first appointed a
director in June 2008 was not filed until April 30,
2009.
RELATED
PERSON TRANSACTIONS
We lease a portion of the property comprising our Phoenix
location and the property comprising our Tucson location from
entities owned by Steven G. Bunger and his siblings. Steven G.
Bunger is our President, Chief Executive Officer and Chairman of
the Board. Annual lease payments under these leases totaled
approximately $98,000 in 2008. The term of each of these leases
expired on December 31, 2008. The Board of Directors has
approved the terms of new leases for these properties, which
will provide for annual lease payments in 2009 of approximately
$174,400. The terms of each of these new leases is 5 years.
Each lease provides for rent adjustments based upon annual
changes in the consumer price index. The Board reviewed and
considered prevailing market rental rates for comparable
properties, determined that the new rental rates approximate the
fair market rental value of each property, and authorized the
Company to enter into new leases for the properties.
Mobile Mini leases its Rialto, California facility from Mobile
Mini Systems, Inc., a corporation wholly owned by Barbara M.
Bunger, the mother of Steven G. Bunger. Annual lease payments in
2008 under this lease were approximately $295,000. The Rialto
lease expires on April 1, 2016. Management believes that
the rental rates reflect the fair market rental value of these
properties.
Pursuant to its written charter, the Audit Committee must review
and approve in advance all related person transactions. In
determining whether to approve a related person transaction, the
Audit Committee looks to whether
36
the related person transaction is on terms and conditions no
less favorable to us than may reasonably be expected in
arms-length transactions with unrelated parties. The Audit
Committee will also consider such other factors as it may
determine in the circumstances of a particular transaction.
The Audit Committee and the independent members of the Board of
Directors have reviewed the terms of each of the transactions
described above, and approved the related person transaction.
SUBMISSION
OF STOCKHOLDER PROPOSALS
From time to time, Stockholders seek to nominate directors or to
present proposals for inclusion in the proxy statement and form
of proxy, or otherwise for consideration at the annual meeting.
To be included in the proxy statement or considered at an annual
meeting, you must timely submit nominations of directors or
other proposals to us in addition to complying with certain
rules and regulations promulgated by the Securities and Exchange
Commission. We intend to hold our year 2010 annual meeting
during June 2010. We must receive proposals for our 2010 annual
meeting no later than January 17, 2010, for possible
inclusion in the proxy statement, or between March 1 and
March 31, 2010, for possible consideration at the meeting.
Direct any proposals, as well as related questions, to our
Corporate Secretary at the address set forth on the first page
of this proxy statement.
ANNUAL
REPORT
Our 2008 Annual Report to Stockholders is available
electronically and will be mailed to requesting stockholders.
The Annual Report is not incorporated into this proxy statement
and is not to be considered to be a part of our proxy
solicitation materials.
Upon request, we will provide, without charge to each
stockholder of record as of the record date specified on the
first page of this proxy statement, a copy of our Annual Report
on
Form 10-K
for the year ended December 31, 2008 as filed with the SEC.
Any exhibits listed in the Annual Report on
Form 10-K
also will be furnished upon request at the actual expense we
incur in furnishing such exhibits. Any such requests should be
directed to our Corporate Secretary at our executive offices set
forth on the first page of this proxy statement.
DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS
Pursuant to the rules of the SEC, we and services that we employ
to deliver communications to our Stockholders are permitted to
deliver to two or more Stockholders sharing the same address a
single copy of each of our Annual Report to Stockholders and our
proxy statement. Upon written or oral request, we will deliver a
separate copy of the Annual Report to Stockholders
and/or proxy
statement to any stockholder at a shared address to which a
single copy of each document was delivered and who wishes to
receive separate copies of such documents in the future.
Stockholders receiving multiple copies of such documents may
likewise request that we deliver single copies of such documents
in the future. Stockholders may notify us of their requests by
calling or writing us at our investor relations firm at The
Equity Group, Inc., 800 Third Avenue, 36th Floor, New York,
New York 10022, telephone
(212) 836-9609.
Tempe, Arizona
Dated: April 30, 2009
37
Exhibit A
Mobile
Mini, Inc.
2006 Equity Incentive Plan
[As proposed to be amended and pending approval by stockholders
at the 2009 Annual Meeting]
ARTICLE 1
ESTABLISHMENT,
PURPOSE, AND DURATION
1.1 Establishment. Mobile
Mini, Inc., a Delaware corporation (the Company),
establishes an equity incentive compensation plan to be known as
the 2006 Equity Incentive Plan (the Plan), as set
forth in this document.
The Plan permits the grant of Cash-Based Awards, Nonqualified
Options, Incentive Options, Stock Appreciation Rights
(SARs), Common Stock, Restricted Stock, Restricted
Stock Units, Performance Stock, Performance Units, and Other
Stock-Based Awards.
The Plan shall become effective upon adoption by the Board on
February 22, 2006 (the Effective Date),
subject, however, to its further approval by the shareholders of
the Company on or before February 22, 2007, and shall
remain in effect as provided in Section 1.3 hereof.
1.2 Purpose of the Plan.
The purpose of the Plan is to provide a means whereby Employees
and Directors develop a sense of proprietorship and personal
involvement in the development and financial success of the
Company, and to encourage them to devote their best efforts to
the business of the Company, thereby advancing the interests of
the Company and its shareholders. A further purpose of the Plan
is to provide a means through which the Company may attract able
individuals to become Employees or serve as Directors, and to
provide a means whereby those individuals upon whom the
responsibilities of the successful administration and management
of the Company are of importance, can acquire and maintain stock
ownership, thereby strengthening their concern for the welfare
of the Company. Options granted under the Plan may be Incentive
Stock Options within the meaning of Section 422 of the
Internal Revenue Code (the Code) or nonstatutory
stock options, as determined by the Committee at the time of
grant.
1.3 Duration of the Plan.
Unless sooner terminated as provided herein, the Plan shall
terminate ten (10) years from the Effective Date. After the
Plan is terminated, no Awards may be granted but Awards
previously granted shall remain outstanding in accordance with
their applicable terms and conditions and the Plans terms
and conditions. Notwithstanding the foregoing, no Incentive
Options may be granted more than ten (10) years after the
earlier of (a) adoption of the Plan by the Board, and
(b) the Effective Date.
ARTICLE 2
DEFINITIONS
Whenever used in the Plan, the following terms shall have the
meanings set forth below, and when the meaning is intended, the
initial letter of the word shall be capitalized.
2.1 Affiliate shall have
the meaning ascribed to such term in
Rule 12b-2
of the General Rules and Regulations of the Exchange Act.
2.2 Annual Award Limit or
Annual Award Limits have the meaning set forth in
Section 4.1.
2.3 Award means,
individually or collectively, a grant under this Plan of
Cash-Based Awards, Nonqualified Options, Incentive Options,
SARs, Common Stock, Restricted Stock, Restricted Stock Units,
Performance Stock, Performance Units, or Other Stock-Based
Awards, in each case subject to the terms of this Plan.
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2.4 Award Agreement means
either (i) a written agreement entered into by the Company
and a Participant setting forth the terms and provisions
applicable to an Award granted under this Plan, or (ii) a
written statement issued by the Company to a Participant
describing the terms and provisions of such Award.
2.5 Beneficial Owner or
Beneficial Ownership shall have the
meaning ascribed to such term in
Rule 13d-3
of the General Rules and Regulations under the Exchange Act.
2.6 Board or
Board of Directors means the Board of
Directors of the Company.
2.7 Cash-Based Award means
an Award granted to a Participant as described in
Article 10.
2.8 Code means the
U.S. Internal Revenue Code of 1986, as amended from time to
time.
2.9 Committee means the
committee designated by the Board to administer this Plan. The
members of the Committee shall be appointed from time to time by
and shall serve at the discretion of the Board and, unless
otherwise determined by the Board, the Committee shall consist
of no fewer than two directors, each of whom is (i) a
Non-Employee Director within the meaning of
Rule 16b-3
(or any successor rule) of the Exchange Act, (ii) an
outside director within the meaning of
Section 162(m) of the Code, and (iii) an
independent director for purposes of the rules and
regulations of the Nasdaq Stock Market, Inc. (including any
successors, NASDAQ).
2.10 Company means Mobile
Mini, Inc., a Delaware corporation, and any successor thereto as
provided in Article 19 herein.
2.11 Common Stock or
Stock shall mean the Companys
common stock, par value $.01 per share.
2.12 Covered Employee means
a Participant who is a covered employee, as defined
in Code Section 162(m) and the Treasury Regulations
promulgated under Code Section 162(m), or any successor
statute.
2.13 Director means any
individual who is a member of the Board of Directors of the
Company.
2.14 Effective Date has the
meaning set forth in Section 1.1.
2.15 Employee means any
employee of the Company, its Affiliates,
and/or its
Subsidiaries.
2.16 Exchange Act means the
Securities Exchange Act of 1934, as amended from time to time,
or any successor act thereto.
2.17 Fair Market Value or
FMV means a price that is based on the
opening, closing, actual, high, low, or average selling prices
of the Common Stock reported on the NASDAQ or other established
stock exchange (or exchanges) on the applicable date, the
preceding trading day, the next succeeding trading day, or an
average of trading days, as determined by the Committee in its
discretion. Unless the Committee determines otherwise, if the
Common Stock is quoted or traded on the Nasdaq Stock Market,
Inc.s National Market System (or a successor thereto) at
the time a determination of its Fair Market Value is required to
be made hereunder, its Fair Market Value shall be deemed to be
the closing price of the Common Stock as reported by the Nasdaq
Stock Market on the date of determination. In the event the
Common Stock is not publicly traded at the time a determination
of their Fair Market Value is required to be made hereunder, the
determination of their Fair Market Value shall be made by the
Committee in such manner as it deems appropriate. Such
definition(s) of FMV shall be specified in each Award Agreement
and may differ depending on whether FMV is in reference to the
grant, exercise, vesting, settlement, or payout of an Award.
2.18 Full Value Award means
an Award other than in the form of an ISO, NQSO, or SAR, and
which is settled by the issuance of Stock.
2.19 Freestanding SAR means
an SAR that is granted independently of any Options, as
described in Article 7.
2.20 Grant Price means the
price established at the time of grant of a SAR pursuant to
Article 7, used to determine whether there is any payment
due upon exercise of the SAR.
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2.21 Incentive Option or
ISO means an Option to purchase Stock
granted under Article 6 to an Employee and that is
designated as an Incentive Option and that is intended to meet
the requirements of Code Section 422, or any successor
provision.
2.22 Insider shall mean an
individual who is, on the relevant date, an officer or Director
of the Company, or a more than ten percent (10%) Beneficial
Owner of any class of the Companys equity securities that
is registered pursuant to Section 12 of the Exchange Act,
as determined by the Board in accordance with Section 16 of
the Exchange Act.
2.23 [Deleted in connection with 2007 amendment.]
2.24 [Deleted in connection with 2007 amendment.]
2.25 Nonqualified Option or
NQSO means an Option that is not
intended to meet the requirements of Code Section 422 or
that otherwise does not meet such requirements.
2.26 Option means an
Incentive Option or a Nonqualified Option, as described in
Article 6.
2.27 Option Price means the
price at which Stock may be purchased by a Participant pursuant
to an Option.
2.28 Other Stock-Based
Award means an equity-based or equity-related
Award not otherwise described by the terms of this Plan, granted
pursuant to Article 10.
2.29 Participant means any
eligible individual as set forth in Article 5 to whom an
Award is granted.
2.30 Performance-Based
Compensation means compensation under an Award
that satisfies the requirements of Section 162(m) of the
Code and the applicable Treasury Regulations thereunder for
certain performance-based compensation paid to Covered Employees.
2.31 Performance Measures
means (i) those measures described in Section 11.3
hereof on which the performance goals are based, or
(ii) such other measures that have been approved by the
Companys shareholders as contemplated by Article 11
of this Plan in order to qualify Awards as Performance-Based
Compensation.
2.32 Performance Period
means the period of time during which the performance goals must
be met in order to determine the degree of payout
and/or
vesting with respect to an Award.
2.33 Performance Stock
means an Award granted under Article 9 herein and subject
to the terms of this Plan, denominated in Common Stock, the
value of which at the time it is payable is determined as a
function of the extent to which corresponding performance
criteria have been achieved.
2.34 Performance Unit means
an Award granted under Article 9 herein and subject to the
terms of this Plan, denominated in units, the value of which at
the time it is payable is determined as a function of the extent
to which corresponding performance criteria have been achieved.
2.35 Period of Restriction
means the period when Restricted Stock or Restricted Stock Units
are subject to a substantial risk of forfeiture (based on the
passage of time, the achievement of performance goals, or upon
the occurrence of other events as determined by the Committee,
in its discretion), as provided in Article 8.
2.36 Person shall have the
meaning ascribed to such term in Section 3(a)(9) of the
Exchange Act and used in Sections 13(d) and 14(d) thereof,
including a group as defined in Section 13(d)
thereof.
2.37 Plan means this 2006
Equity Incentive Plan, as it may be amended or restated.
2.38 Plan Year means the
Companys fiscal year as may be in effect from time to
time. The Companys current fiscal year is the twelve-month
period beginning on January 1st of a particular year
and ending on December 31st of such year.
2.39 Restricted Stock means
an Award granted to a Participant pursuant to Article 8.
2.40 Restricted Stock Unit
means an Award granted to a Participant pursuant to
Article 8, except no Shares are actually awarded to the
Participant on the date of grant.
A-3
2.41 Stock Appreciation
Right or SAR means an
Award, designated as a SAR, pursuant to the terms of
Article 7 herein.
2.42 Subsidiary means any
corporation, partnership, limited liability company or other
entity, whether domestic or foreign, in which the Company has or
obtains, directly or indirectly, a proprietary interest.
2.43 Tandem SAR means an
SAR that is granted in connection with a related Option pursuant
to Article 7 herein, the exercise of which shall require
forfeiture of the right to purchase Stock under the related
Option (and when Stock is purchased under the Option, the Tandem
SAR shall similarly be canceled).
2.44 Treasury Regulations
means the regulations promulgated under the Code.
2.45 Withholding Taxes
means any federal, state, local or foreign income taxes,
withholding taxes, or employment taxes required to be withheld
by law or regulations.
ARTICLE 3
ADMINISTRATION
3.1 General. The Committee
shall be responsible for administering the Plan, subject to this
Article 3 and the other provisions of the Plan. The
Committee may employ attorneys, consultants, accountants,
agents, and other individuals, any of whom may be an Employee,
and the Committee, the Company, and its officers and Directors
shall be entitled to rely upon the advice, opinions, or
valuations of any such individuals. All actions taken and all
interpretations and determinations made by the Committee shall
be final and binding upon the Participants, the Company, and all
other interested individuals.
3.2 Authority of the
Committee. The Committee shall have full and
exclusive discretionary power to interpret the terms and the
intent of the Plan and any Award Agreement or other agreement or
document ancillary to or in connection with the Plan, to
determine eligibility for Awards and to adopt such rules,
regulations, forms, instruments, and guidelines for
administering the Plan as the Committee may deem necessary or
proper. Such authority shall include, but not be limited to,
selecting Award recipients, establishing all Award terms and
conditions, including the terms and conditions set forth in
Award Agreements, and, subject to Article 17, adopting
modifications and amendments to the Plan or any Award Agreement,
including without limitation, any that are necessary to comply
with the laws of the countries and other jurisdictions in which
the Company, its Affiliates,
and/or its
Subsidiaries operate.
3.3 Delegation. The
Committee may delegate to one or more of its members or to one
or more officers of the Company,
and/or its
Subsidiaries and Affiliates or to one or more agents or advisors
such administrative duties or powers as it may deem advisable,
and the Committee or any individual to whom it has delegated
duties or powers as aforesaid may employ one or more individuals
to render advice with respect to any responsibility the
Committee or such individual may have under the Plan. The
Committee may, by resolution, authorize one or more officers of
the Company to do one or more of the following on the same basis
as can the Committee: (a) designate Employees to be
recipients of Awards and (b) determine the size of any such
Awards; provided, however, (i) the Committee shall not
delegate such responsibilities to any such officer for Awards
granted to an Employee that is considered an Insider;
(ii) the resolution providing such authorization sets forth
the total number of Awards such officer(s) may grant; and
(iii) the officer(s) shall report periodically to the
Committee regarding the nature and scope of the Awards granted
pursuant to the authority delegated. Notwithstanding the
foregoing, the Committee may not delegate to any officer the
ability to take any action or make any determination regarding
issues arising out of Code Section 162(m).
3.4 Authority to Reprice.
Other than in connection with a change in the Companys
capital structure (as described in Section 4.2 of this
Plan), neither the Committee nor the Board shall have the
authority to reprice any outstanding Option or SAR without the
prior approval of the Companys shareholders.
Repricing means any of the following or any other
action that has the same effect: (i) lowering the exercise
price of an Option or the grant price of a SAR after it is
granted; (ii) any other action that is treated as a
repricing under generally accepted accounting principles; or
(iii) canceling an Option at a time when its exercise price
exceeds the fair market value of the underlying stock, in
exchange for another Option, a Restricted Stock Award or other
equity, unless the
A-4
cancellation and exchange occurs in connection with a change in
the Companys capital structure (as described in
Section 4.2 of this Plan).
ARTICLE 4
STOCK
SUBJECT TO THE PLAN AND MAXIMUM AWARDS
4.1 Number of Shares of Stock Available for
Awards. Four Million Two Hundred Thousand
(4,200,000) shares of Stock have been allocated to the Plan and
will be reserved to satisfy Awards under the Plan. The maximum
number of shares of Stock subject to Awards which may be granted
during a Plan Year to a single Participant shall be Three
Hundred Thousand (300,000) (the Annual Award Limit).
The Company may, in its discretion, use shares held in the
treasury or shares acquired in the public market in lieu of
authorized but unissued shares. If any Award shall terminate by
expiration, forfeiture, cancellation, or otherwise without the
issuance of such Stock, is settled in cash in lieu of Stock, or
is exchanged with the Committees permission for Awards not
involving Stock, such Stock subject to the award shall be
available again for grant under the Plan. No fractional shares
of Stock may be issued under the Plan. Fractional shares of
Stock will be rounded down to the nearest whole share of Stock.
4.2 Adjustments in Authorized
Stock. In the event of any corporate event
or transaction (including, but not limited to, a change in the
Common Stock of the Company or the capitalization of the
Company) such as a merger, consolidation, reorganization,
recapitalization, separation, stock dividend, stock split,
reverse stock split,
split-up,
spin-off, or other distribution of stock or property of the
Company, combination of Common Stock, exchange of Common Stock,
dividend in kind, or other like change in capital structure or
distribution (other than normal cash dividends) to shareholders
of the Company, or any similar corporate event or transaction,
the Committee, in its sole discretion, in order to prevent
dilution or enlargement of Participants rights under the
Plan, shall substitute or adjust, as applicable, the number and
kind of shares of Common Stock that may be issued under the Plan
or under particular forms of Awards, the number and kind of
shares of Common Stock subject to outstanding Awards, the Option
Price or Grant Price applicable to outstanding Awards, the
Annual Award Limits, and other value determinations applicable
to outstanding Awards.
The Committee, in its sole discretion, may also make appropriate
adjustments in the terms of any Awards under the Plan to reflect
or related to such changes or distributions and to modify any
other terms of outstanding Awards, including modifications of
performance goals and changes in the length of Performance
Periods. The determination of the Committee as to the foregoing
adjustments, if any, shall be conclusive and binding on
Participants under the Plan.
Subject to the provisions of Article 17, without affecting
the number of shares of Common Stock reserved or available
hereunder, the Committee may authorize the issuance or
assumption of benefits under this Plan in connection with any
merger, consolidation, spin-off, split-off,
split-up,
acquisition of property or stock, or reorganization
(collectively, a Reorganization) upon such terms and
conditions as it may deem appropriate, subject to compliance
with the ISO rules under Section 422 of the Code and the
provisions of Section 409A of the Code, where applicable.
Without limiting the foregoing, in the event of any
Reorganization, the Committee or the Board may cause any Award
outstanding as of the effective date of the Reorganization to be
cancelled in consideration of a cash payment or alternate Award
made to the holder of such cancelled Award equal in value to the
fair market value of such cancelled Award.
ARTICLE 5
ELIGIBILITY
AND PARTICIPATION
5.1 Eligibility.
Individuals eligible to participate in this Plan include all
Employees and Directors.
5.2 Actual Participation.
Subject to the provisions of the Plan, the Committee may, from
time to time, select from all eligible individuals, those
individuals to whom Awards shall be granted and shall determine,
in its sole discretion, the nature of, any and all terms
permissible by law, and the amount of each Award.
A-5
ARTICLE 6
OPTIONS;
AWARDS TO NON-EMPLOYEE DIRECTORS
6.1 Grant of Options.
Subject to the terms and provisions of the Plan, Options may be
granted to Participants in such number, and upon such terms, and
at any time and from time to time as shall be determined by the
Committee, in its sole discretion; provided that ISOs may be
granted only to eligible Employees of the Company or of any
parent or subsidiary corporation (as permitted by
Section 422 of the Code and the Treasury Regulations
thereunder).
6.2 Award Agreement. Each
Option grant shall be evidenced by an Award Agreement that shall
specify the Option Price, the maximum duration of the Option,
the number of shares of Common Stock to which the Option
pertains, the conditions upon which an Option shall become
vested and exercisable, and such other provisions as the
Committee shall determine which are not inconsistent with the
terms of the Plan. The Award Agreement also shall specify
whether the Option is intended to be an ISO or a NQSO.
6.3 Option Price. The
Option Price for each grant of an Option under this Plan shall
be as determined by the Committee and shall be specified in the
Award Agreement. The Option Price shall be: (i) based on
100% of the FMV of the Stock on the date of grant or
(ii) set at a premium to the FMV of the Stock on the date
of grant.
6.4 Duration of Options.
Each Option granted to a Participant shall expire at such time
as the Committee shall determine at the time of grant; provided,
however, no Option shall be exercisable later than the tenth
anniversary date of its grant. Notwithstanding the foregoing,
for Options (other than ISOs) granted to Participants outside
the United States, the Committee has the authority to grant
Options that have a term greater than ten years.
6.5 Exercise of Options.
Options granted under this Article 6 shall be exercisable
at such times and be subject to such restrictions and conditions
as the Committee shall in each instance approve, which terms and
restrictions need not be the same for each grant or for each
Participant.
6.6 Payment. Options
granted under this Article 6 shall be exercised by the
delivery of a notice of exercise to the Company or an agent
designated by the Company in a form specified or accepted by the
Committee, or by complying with any alternative procedures which
may be authorized by the Committee, setting forth the number of
shares of Common Stock with respect to which the Option is to be
exercised, accompanied by full payment for the Common Stock.
A condition of the issuance of the Common Stock as to which an
Option shall be exercised shall be the payment of the Option
Price. The Option Price of any Option shall be payable to the
Company in full either: (a) in cash or its equivalent;
(b) by tendering (either by actual delivery or attestation)
previously acquired Common Stock having an aggregate Fair Market
Value at the time of exercise equal to the Option Price;
(c) by a combination of (a) and (b); or (d) any
other method approved or accepted by the Committee in its sole
discretion, including, without limitation, if the Committee so
determines, a cashless (broker-assisted) exercise.
Unless otherwise determined by the Committee, all payments under
all of the methods indicated above shall be paid in United
States dollars.
6.7 Restrictions on Share
Transferability. The Committee may impose
such restrictions on any Common Stock acquired pursuant to the
exercise of an Option granted under this Article 6 as it
may deem advisable, including, without limitation, minimum
holding period requirements, restrictions under applicable
federal securities laws, under the requirements of any stock
exchange or market upon which such Common Stock is then listed
and/or
traded, or under any blue sky or state securities laws
applicable to such Common Stock.
6.8 Termination of
Employment. Each Participants Award
Agreement shall set forth the extent to which the Participant
shall have the right to exercise the Option following
termination of the Participants employment or provision of
services to the Company, its Affiliates,
and/or its
Subsidiaries, as the case may be. Such provisions shall be
determined in the sole discretion of the Committee, shall be
included in the Award Agreement entered into with each
Participant, need not be uniform among all Options issued
pursuant to this Article 6, and may reflect distinctions
based on the reasons for termination.
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6.9 Transferability of
Options.
(a) Incentive Options. No
ISO granted under the Plan may be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by
will or by the laws of descent and distribution. Further, all
ISOs granted to a Participant under this Article 6 shall be
exercisable during his lifetime only by such Participant.
(b) Nonqualified Options.
Except as otherwise provided in a Participants Award
Agreement or otherwise determined at any time by the Committee,
no NQSO granted under this Article 6 may be sold,
transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and
distribution; provided that the Board or Committee may permit
further transferability, on a general or a specific basis, and
may impose conditions and limitations on any permitted
transferability. Further, except as otherwise provided in a
Participants Award Agreement or otherwise determined at
any time by the Committee, or unless the Board or Committee
decides to permit further transferability, all NQSOs granted to
a Participant under this Article 6 shall be exercisable
during his lifetime only by such Participant. With respect to
those NQSOs, if any, that are permitted to be transferred to
another individual, references in the Plan to exercise or
payment of the Option Price by the Participant shall be deemed
to include, as determined by the Committee, the
Participants permitted transferee.
6.10 Notification of Disqualifying
Disposition. If any Participant shall make
any disposition of Common Stock issued pursuant to the exercise
of an ISO under the circumstances described in
Section 421(b) of the Code (relating to certain
disqualifying dispositions), such Participant shall notify the
Company of such disposition within ten days thereof.
6.11 Special ISO Rules for 10%
Shareholders. If any Participant to whom an
ISO is to be granted is, on the date of grant, the owner of
Common Stock (determined using applicable attribution rules)
possessing more than 10% of the total combined voting power of
all classes of equity securities of his or her employer (or of
its parent or subsidiary), then the following special provisions
will apply to the ISO granted to that Participant:
(a) The Option Price per share of Common Stock of the ISO
will not be less than 110% of the Fair Market Value of the
Shares underlying such ISO on the date of grant; and
(b) The ISO will not have a term in excess of 5 years
from the date of grant.
6.12 Automatic Awards to Non-Employee
Directors. Effective August 1, 2008 and
on each August 1 thereafter throughout the term of this Plan,
each member of the Board who is not an employee of the Company
(a non-employee director), shall, without any
further action or determination by the Board or the Committee,
be awarded that number of shares of Stock as shall be determined
by dividing $82,500 (Eighty Two Thousand Five Hundred Dollars)
by the Fair Market Value of the Common Stock on such August 1
(or, if such August 1 is not a trading day on the NASDAQ or
other relevant stock market, then on the next following day
which is a trading day on the NASDAQ or other relevant market).
No fraction of a share shall be awarded under this
Section 6.12, and instead in respect of each award the
number of shares awarded shall be rounded up or down to the next
whole number, as appropriate (rounding up from 0.50). If, after
August 1, 2008, a non-employee director is first elected to
the Board on a date between August 2 and July 31, such
non-employee director shall (unless otherwise determined at the
time by the Board) be awarded that number of shares of Stock as
shall be determined by dividing $82,500 by the Fair Market Value
of the Common Stock of the date such non-employee director is
first elected to the Board, and then multiplying the resulting
figure by the fraction n/12, where n is the number
of whole calendar months remaining after the date of such
election and the next July 31 that will occur. An award under
the Section 6.12 shall vest and be non-forfeitable
immediately upon the making of the award. No shares of Stock
awarded pursuant to this Section 6.12 shall be sold by the
non-employee director prior to the sixth-month anniversary of
the date of the award.
ARTICLE 7
SHARE
APPRECIATION RIGHTS
7.1 Grant of SARs. Subject
to the terms and conditions of the Plan, SARs may be granted to
Participants at any time and from time to time as shall be
determined by the Committee. The Committee may grant
Freestanding SARs, Tandem SARs, or any combination of these
forms of SARs. Notwithstanding the foregoing, SARs may be
granted only if shares of Common Stock are traded on an
established securities market at the date of grant.
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Subject to the terms and conditions of the Plan, the Committee
shall have complete discretion in determining the number of SARs
granted to each Participant and, consistent with the provisions
of the Plan, in determining the terms and conditions pertaining
to such SARs.
The Grant Price for each grant of a Freestanding SAR shall be
determined by the Committee and shall be specified in the Award
Agreement. The Grant Price shall be: (i) based on 100% of
the FMV of the Common Stock on the date of grant or
(ii) set at a premium to the FMV of the Common Stock on the
date of grant.
7.2 SAR Agreement. Each SAR
Award shall be evidenced by an Award Agreement that shall
specify the Grant Price, the term of the SAR, and such other
provisions as the Committee shall determine.
7.3 Term of SAR. The term
of a SAR granted under the Plan shall be determined by the
Committee, in its sole discretion, and except as determined
otherwise by the Committee and specified in the SAR Award
Agreement, no SAR shall be exercisable later than the tenth
anniversary date of its grant. Notwithstanding the foregoing,
for SARs granted to Participants outside the United States, the
Committee has the authority to grant SARs that have a term
greater than ten years.
7.4 Exercise of Freestanding
SARs. Freestanding SARs may be exercised
upon whatever terms and conditions the Committee, in its sole
discretion, imposes.
7.5 Exercise of Tandem
SARs. Tandem SARs may be exercised for all
or part of the Common Stock subject to the related Option upon
the surrender of the right to exercise the equivalent portion of
the related Option. A Tandem SAR may be exercised only with
respect to the Common Stock for which its related Option is then
exercisable.
Notwithstanding any other provision of this Plan to the
contrary, with respect to a Tandem SAR granted in connection
with an ISO: (a) the Tandem SAR will expire no later than
the expiration of the underlying ISO; (b) the exercise of
the Tandem SAR may not have economic and tax consequences more
favorable than the exercise of the ISO followed by an immediate
sale of the underlying share of Common Stock, and the value of
the payout with respect to the Tandem SAR may be for no more
than 100% of the excess of the Fair Market Value of the Common
Stock subject to the underlying ISO at the time the Tandem SAR
is exercised over the Option Price of the underlying ISO;
(c) the Tandem SAR may be exercised only when the Fair
Market Value of the Common Stock subject to the ISO exceeds the
Option Price of the ISO; (d) the Tandem SAR may be
exercised only when the underlying ISO is eligible to be
exercised; and (e) the Tandem SAR is transferable only when
the underlying ISO is transferable, and under the same
conditions.
7.6 Payment of SAR Amount.
SARs granted under this Plan shall be payable only in Common
Stock. Upon the exercise of a SAR, a Participant shall be
entitled to receive from the Company such number of shares of
Common Stock determined by multiplying:
(a) The excess of the Fair Market Value of the Common Stock
on the date of exercise over the Grant Price; by
(b) The number of shares of Common Stock with respect to
which the SAR is exercised.
Such product shall then be divided by the Fair Market Value of
the Common Stock on the date of exercise. The resulting number
(rounded down to the next whole number) is the number of shares
of Common Stock to be issued to the Participant upon exercise of
an SAR.
7.7 Termination of
Employment. Each Award Agreement shall set
forth the extent to which the Participant shall have the right
to exercise the SAR following termination of the
Participants employment with or provision of services to
the Company, its Affiliates,
and/or its
Subsidiaries, as the case may be. Such provisions shall be
determined in the sole discretion of the Committee, shall be
included in the Award Agreement entered into with Participants,
need not be uniform among all SARs issued pursuant to the Plan,
and may reflect distinctions based on the reasons for
termination.
7.8 Nontransferability of
SARs. Except as otherwise provided in a
Participants Award Agreement or otherwise determined at
any time by the Committee, no SAR granted under the Plan may be
sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and
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distribution. Further, except as otherwise provided in a
Participants Award Agreement or otherwise determined at
any time by the Committee, all SARs granted to a Participant
under the Plan shall be exercisable during his lifetime only by
such Participant. With respect to those SARs, if any, that are
permitted to be transferred to another individual, references in
the Plan to exercise of the SAR by the Participant or payment of
any amount to the Participant shall be deemed to include, as
determined by the Committee, the Participants permitted
transferee.
7.9 Other Restrictions. The
Committee shall impose such other conditions
and/or
restrictions on any share of Common Stock received upon exercise
of a SAR granted pursuant to the Plan as it may deem advisable
or desirable. These restrictions may include, but shall not be
limited to, a requirement that the Participant hold the Common
Stock received upon exercise of a SAR for a specified period of
time.
ARTICLE 8
RESTRICTED
STOCK AND RESTRICTED STOCK UNITS
8.1 Grant of Restricted Stock or Restricted
Stock Units. Subject to the terms and
provisions of the Plan, the Committee, at any time and from time
to time, may grant Restricted Stock
and/or
Restricted Stock Units to Participants in such amounts as the
Committee shall determine. Restricted Stock Units shall be
similar to Restricted Stock except that no shares of Common
Stock are actually awarded to the Participant on the date of
grant.
8.2 Restricted Stock or Restricted Stock Units
Agreement. Each Restricted Stock
and/or
Restricted Stock Units grant shall be evidenced by an Award
Agreement that shall specify the Period(s) of Restriction, the
number of shares of Restricted Stock or the number of Restricted
Stock Units granted, and such other provisions as the Committee
shall determine. Notwithstanding anything in this Article 8
to the contrary, delivery of the Common Stock pursuant to an
Award of Restricted Stock Units (or an Award of Restricted
Stock) shall be made no later than
21/2 months
after the close of the Companys first taxable year in
which such Common Stock is no longer subject to a risk of
forfeiture (within the meaning of Section 409A of the Code).
8.3 Transferability. Except
as provided in this Plan or an Award Agreement, the Restricted
Stock and/or
Restricted Stock Units granted herein may not be sold,
transferred, pledged, assigned, or otherwise alienated or
hypothecated until the end of the applicable Period of
Restriction established by the Committee and specified in the
Award Agreement (and in the case of Restricted Stock Units until
the date of delivery or other payment), or upon earlier
satisfaction of any other conditions, as specified by the
Committee, in its sole discretion, and set forth in the Award
Agreement or otherwise at any time by the Committee. All rights
with respect to the Restricted Stock
and/or
Restricted Stock Units granted to a Participant under the Plan
shall be available during his lifetime only to such Participant,
except as otherwise provided in an Award Agreement or at any
time by the Committee.
8.4 Other Restrictions. The
Committee shall impose such other conditions
and/or
restrictions on any Restricted Stock or Restricted Stock Unit
granted pursuant to the Plan as it may deem advisable including,
without limitation, a requirement that Participants pay a
stipulated purchase price for each Restricted Stock or each
Restricted Stock Unit, restrictions based upon the achievement
of specific performance goals, time-based restrictions on
vesting following the attainment of the performance goals,
time-based restrictions,
and/or
restrictions under applicable laws or under the requirements of
any stock exchange or market upon which such Common Stock is
listed or traded, or holding requirements or sale restrictions
placed on the Common Stock by the Company upon vesting of such
Restricted Stock or Restricted Stock Unit.
To the extent deemed appropriate by the Committee, the Company
may retain the certificates representing Restricted Stock in the
Companys possession until such time as all conditions
and/or
restrictions applicable to such Restricted Stock has been
satisfied or has lapsed.
Except as otherwise provided in this Article 8, Restricted
Stock covered by each Restricted Stock Award shall become freely
transferable by the Participant after all conditions and
restrictions applicable to such Restricted Stock has been
satisfied or has lapsed (including satisfaction of any
applicable tax withholding obligations), and Restricted Stock
Units shall be paid in cash, Common Stock, or a combination of
cash and Common Stock as the Committee, in its sole discretion
shall determine.
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8.5 Certificate Legend. In
addition to any legends placed on certificates pursuant to
Section 8.4, each certificate representing Restricted Stock
granted pursuant to the Plan may bear a legend such as the
following or as otherwise determined by the Committee in its
sole discretion:
The sale or transfer of shares of stock represented by
this certificate, whether voluntary, involuntary, or by
operation of law, is subject to certain restrictions on transfer
as set forth in the Mobile Mini, Inc. 2006 Equity Incentive
Plan, and in the associated Award Agreement. A copy of the Plan
and such Award Agreement may be obtained from Mobile Mini,
Inc.
8.6 Voting Rights. Unless
otherwise determined by the Committee and set forth in a
Participants Award Agreement, to the extent permitted or
required by law, as determined by the Committee, Participants
holding Restricted Stock granted hereunder may be granted the
right to exercise full voting rights with respect to those
shares of Common Stock during the Period of Restriction. A
Participant shall have no voting rights with respect to any
Restricted Stock Unit granted hereunder.
8.7 Termination of
Employment. Each Award Agreement shall set
forth the extent to which the Participant shall have the right
to retain Restricted Stock
and/or
Restricted Stock Units following termination of the
Participants employment with or provision of services to
the Company, its Affiliates,
and/or its
Subsidiaries, as the case may be. Such provisions shall be
determined in the sole discretion of the Committee, shall be
included in the Award Agreement entered into with each
Participant, need not be uniform among all Restricted Stock or
Restricted Stock Units issued pursuant to the Plan, and may
reflect distinctions based on the reasons for termination.
8.8 Section 83(b)
Election. The Committee may provide in an
Award Agreement that the Award of Restricted Stock is
conditioned upon the Participant making or refraining from
making an election with respect to the Award under
Section 83(b) of the Code. If a Participant makes an
election pursuant to Section 83(b) of the Code concerning a
Restricted Stock Award, the Participant shall be required to
file promptly a copy of such election with the Company and the
Internal Revenue Service, as well as file such election with the
Participants federal income tax return.
ARTICLE 9
PERFORMANCE
UNITS/PERFORMANCE STOCK
9.1 Grant of Performance Units/Performance
Stock. Subject to the terms and provisions
of the Plan, the Committee, at any time and from time to time,
may grant Performance Units
and/or
Performance Stock to Participants in such amounts and upon such
terms as the Committee shall determine.
9.2 Value of Performance Units/Performance
Stock. Each Performance Unit shall have an
initial value that is established by the Committee at the time
of grant. Each share of Performance Stock shall have an initial
value equal to the Fair Market Value of a share of Common Stock
on the date of grant. The Committee shall set performance goals
in its discretion which, depending on the extent to which they
are met, will determine the value
and/or
number of Performance Units/Performance Stock that will be paid
out to the Participant.
9.3 Earning of Performance Units/ Performance
Stock. Subject to the terms of this Plan,
after the applicable Performance Period has ended, the holder of
Performance Units/ Performance Stock shall be entitled to
receive payout of the value and number of Performance Units/
Performance Stock earned by the Participant over the Performance
Period, to be determined as a function of the extent to which
the corresponding performance goals have been achieved.
9.4 Form and Timing of Payment of Performance
Units/ Performance Stock. Payment of earned
Performance Units/ Performance Stock shall be as determined by
the Committee and as evidenced in the Award Agreement. Subject
to the terms of the Plan, the Committee, in its sole discretion,
may pay earned Performance Units/Performance Stock in the form
of cash or in shares of Common Stock (or in a combination
thereof) equal to the value of the earned Performance Units/
Performance Stock at the close of the applicable Performance
Period, or as soon as practicable after the end of the
Performance Period. Any shares of Common Stock may be granted
subject to any restrictions deemed appropriate by the Committee.
The determination of the Committee with respect to the form of
payout of such Awards shall be set forth in the Award Agreement
pertaining to the grant of the Award.
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Notwithstanding anything in this Article 9 to the contrary,
delivery of Common Stock, cash or other property pursuant to an
Award of Performance Units/Performance Stock shall be made no
later than 2
1/2 months
after the close of the Companys first taxable year in
which delivery of such Common Stock, cash or other property is
no longer subject to a risk of forfeiture (within the meaning of
Section 409A of the Code).
9.5 Termination of
Employment. Each Award Agreement shall set
forth the extent to which the Participant shall have the right
to retain Performance Units
and/or
Performance Stock following termination of the
Participants employment with or provision of services to
the Company, its Affiliates,
and/or its
Subsidiaries, as the case may be. Such provisions shall be
determined in the sole discretion of the Committee, shall be
included in the Award Agreement entered into with each
Participant, need not be uniform among all Awards of Performance
Units or Performance Stock issued pursuant to the Plan, and may
reflect distinctions based on the reasons for termination.
9.6 Nontransferability.
Except as otherwise provided in a Participants Award
Agreement or otherwise determined at any time by the Committee,
Performance Units/ Performance Stock may not be sold,
transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and
distribution. Further, except as otherwise provided in a
Participants Award Agreement or otherwise determined at
any time by the Committee, a Participants rights under the
Plan shall be exercisable during his lifetime only by such
Participant.
ARTICLE 10
CASH-BASED
AWARDS AND OTHER SHARE-BASED AWARDS
10.1 Grant of Cash-Based
Awards. Subject to the terms and provisions
of the Plan, the Committee, at any time and from time to time,
may grant Cash-Based Awards to Participants in such amounts and
upon such terms, including the achievement of specific
performance goals, as the Committee may determine.
10.2 Other Stock-Based
Awards. The Committee may grant other types
of equity-based or equity-related Awards not otherwise described
by the terms of this Plan (including the grant or offer for sale
of unrestricted Common Stock) in such amounts and subject to
such terms and conditions, as the Committee shall determine.
Such Awards may involve the transfer of actual shares of Common
Stock to Participants, or payment in cash or otherwise of
amounts based on the value of shares of Common Stock and may
include, without limitation, Awards designed to comply with or
take advantage of the applicable local laws of jurisdictions
other than the United States.
10.3 Value of Cash-Based and Other Stock-Based
Awards. Each Cash-Based Award shall specify
a payment amount or payment range as determined by the
Committee. Each Other Stock-Based Award shall be expressed in
terms of shares of Common Stock or units based on shares of
Common Stock, as determined by the Committee. The Committee may
establish performance goals in its discretion. If the Committee
exercises its discretion to establish performance goals, the
number
and/or value
of Cash-Based Awards or Other Stock-Based Awards that will be
paid out to the Participant will depend on the extent to which
the performance goals are met.
10.4 Payment of Cash-Based Awards and Other
Share-Based Awards. Payment, if any, with
respect to a Cash-Based Award or an Other Stock-Based Award
shall be made in accordance with the terms of the Award, in cash
or Common Stock as the Committee determines. Notwithstanding
anything in this Article 10 to the contrary, delivery of
Common Stock, cash or other property pursuant to a Cash-Based
Award or Other Stock-Based Award shall be made no later than
21/2 months
after the close of the Companys first taxable year in
which delivery of such Common Stock, cash or other property is
no longer subject to a risk of forfeiture (within the meaning of
Section 409A of the Code).
10.5 Termination of
Employment. The Committee shall determine
the extent to which the Participant shall have the right to
receive Cash-Based Awards or Other Stock-Based Awards following
termination of the Participants employment with or
provision of services to the Company, its Affiliates,
and/or its
Subsidiaries, as the case may be. Such provisions shall be
determined in the sole discretion of the Committee, such
provisions may be included in an Award Agreement entered into
with each Participant, but need not be uniform among all Awards
of Cash-Based Awards or Other Stock-Based Awards issued pursuant
to the Plan, and may reflect distinctions based on the reasons
for termination.
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10.6 Nontransferability.
Except as otherwise determined by the Committee, neither
Cash-Based Awards nor Other Stock-Based Awards may be sold,
transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and
distribution. Further, except as otherwise provided by the
Committee, a Participants rights under the Plan, if
exercisable, shall be exercisable during his lifetime only by
such Participant. With respect to those Cash-Based Awards or
Other Stock-Based Awards, if any, that are permitted to be
transferred to another individual, references in the Plan to
exercise or payment of such Awards by or to the Participant
shall be deemed to include, as determined by the Committee, the
Participants permitted transferee.
ARTICLE 11
PERFORMANCE
MEASURES
11.1 General.
(a) Certain Awards granted under the Plan may be granted in
a manner such that the Awards qualify as Performance-Based
Compensation and thus are exempt from the deduction limitation
imposed by Section 162(m) of the Code. Awards shall only
qualify as Performance-Based Compensation if, among other
things, at the time of grant the Committee is comprised solely
of two or more outside directors (as such term is
used in Section 162(m) of the Code and the Treasury
Regulations thereunder).
(b) Awards intended to qualify as Performance-Based
Compensation may be granted to Participants who are or may be
Covered Employees at any time and from time to time, as shall be
determined by the Committee. The Committee shall have complete
discretion in determining the number, amount and timing of
awards granted to each Covered Employee.
(c) The Committee shall set performance goals at its
discretion which, depending on the extent to which they are met,
will determine the number
and/or value
of Awards intended to qualify as Performance-Based Compensation
that will be paid out to the Covered Employees, and may attach
to such Performance-Based Compensation one or more restrictions.
11.2 Other Awards. Either
the granting or vesting of Awards intended to qualify as
Performance-Based Compensation (other than Options and SARs)
granted under the Plan shall be subject to the achievement of a
performance target or targets, as determined by the Committee in
its sole discretion, based on one or more of the performance
measures specified in Section 11.3 below. With respect to
such Performance-Based Compensation:
(a) the Committee shall establish in writing (x) the
objective performance-based goals applicable to a given period
and (y) the individual Covered Employees or class of
Covered Employees to which such performance-based goals apply no
later than 90 days after the commencement of such period
(but in no event after 25 percent of such period has
elapsed);
(b) no Performance-Based Compensation shall be payable to
or vest with respect to, as the case may be, any Covered
Employee for a given period until the Committee certifies in
writing that the objective performance goals (and any other
material terms) applicable to such period have been
satisfied; and
(c) after the establishment of a performance goal, the
Committee shall not revise such performance goal or increase the
amount of compensation payable thereunder (as determined in
accordance with Section 162(m) of the Code) upon the
attainment of such performance goal.
11.3 Performance Measures.
Unless and until the Committee proposes for shareholder vote and
the shareholders approve a change in the general Performance
Measures set forth in this Article 11, the performance
goals upon which the payment or vesting of an Award to a Covered
Employee that is intended to qualify as Performance-Based
Compensation shall be limited to the following Performance
Measures:
(a) Net earnings or net income (before or after taxes);
(b) Earnings per share;
(c) Net sales growth;
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(d) Leasing revenues;
(e) Internal growth rate;
(f) Compound annual growth rate;
(g) Net operating profit;
(h) Return measures (including, but not limited to, return
on assets, capital, invested capital, equity, or sales);
(i) Cash flow (including, but not limited to, operating
cash flow, free cash flow, and cash flow return on capital);
(j) Earnings before or after taxes, interest, depreciation,
and/or
amortization;
(k) Gross or operating margins;
(l) Productivity ratios; and
(m) Stock price (including, but not limited to, growth
measures and total shareholder return).
Any Performance Measure(s) may be used to measure the
performance of the Company, Subsidiary,
and/or
Affiliate as a whole or any business unit of the Company,
Subsidiary,
and/or
Affiliate or any combination thereof, as the Committee may deem
appropriate, or any of the above Performance Measures as
compared to the performance of a group of peer companies, or
published or special index that the Committee, in its sole
discretion, deems appropriate, or the Company may select
Performance Measure (m) above as compared to various stock
market indices.
11.4 Evaluation of
Performance. The Committee may provide in
any such Award that any evaluation of performance may include or
exclude any of the following events that occurs during a
Performance Period: (a) asset write-downs,
(b) litigation or claim judgments or settlements,
(c) the effect of changes in tax laws, accounting
principles, or other laws or provisions affecting reported
results, (d) any reorganization and restructuring programs,
(e) extraordinary nonrecurring items as described in
Accounting Principles Board Opinion No. 30
and/or in
managements discussion and analysis of financial condition
and results of operations appearing in the Companys annual
report to shareholders for the applicable year,
(f) acquisitions or divestitures, and (g) foreign
exchange gains and losses. To the extent such inclusions or
exclusions affect Awards to Covered Employees, they shall be
prescribed in a form that meets the requirements of Code
Section 162(m) for deductibility.
11.5 Adjustment of Performance-Based
Compensation. Awards intended to qualify as
Performance-Based Compensation may not be adjusted upward. The
Committee shall retain the discretion to adjust such Awards
downward, either on a formula or discretionary basis or any
combination, as the Committee determines.
11.6 Committee Discretion.
In the event that applicable tax
and/or
securities laws change to permit Committee discretion to alter
the governing Performance Measures without obtaining shareholder
approval of such changes, the Committee shall have sole
discretion to make such changes without obtaining shareholder
approval. In addition, in the event that the Committee
determines that it is advisable to grant Awards that shall not
qualify as Performance-Based Compensation, the Committee may
make such grants without satisfying the requirements of Code
Section 162(m) and base vesting on Performance Measures
other than those set forth in Section 11.3.
ARTICLE 12
[Article 12
was deleted when the Plan was amended in 2007.]
ARTICLE 13
DIVIDEND
EQUIVALENTS
Any Participant selected by the Committee may be granted
dividend equivalents based on the dividends declared on shares
of Common Stock that are subject to any Award, to be credited as
of dividend payment dates, during the period between the date
the Award is granted and the date the Award is exercised, vests
or expires, as
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determined by the Committee. Such dividend equivalents shall be
converted to cash or additional shares of Common Stock by such
formula and at such time and subject to such limitations as may
be determined by the Committee (but subject to the provisions of
Section 409A of the Code, if applicable).
ARTICLE 14
BENEFICIARY
DESIGNATION
Each Participant under the Plan may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or
successively) to whom any benefit under the Plan is to be paid
in case of his death before he receives any or all of such
benefit. Each such designation shall revoke all prior
designations by the same Participant, shall be in a form
prescribed by the Committee, and will be effective only when
filed by the Participant in writing with the Company during the
Participants lifetime. In the absence of any such
designation, benefits remaining unpaid at the Participants
death shall be paid to the Participants estate.
ARTICLE 15
RIGHTS OF
PARTICIPANTS
15.1 Employment. Nothing in
the Plan or an Award Agreement shall interfere with or limit in
any way the right of the Company, its Affiliates,
and/or its
Subsidiaries, to terminate any Participants employment or
service on the Board or to the Company at any time or for any
reason not prohibited by law, nor confer upon any Participant
any right to continue his employment or service as a Director or
Third Party Service Provider for any specified period of time.
Neither an Award nor any benefits arising under this Plan shall
constitute an employment contract with the Company, its
Affiliates,
and/or its
Subsidiaries and, accordingly, subject to Articles 3 and
17, this Plan and the benefits hereunder may be terminated at
any time in the sole and exclusive discretion of the Committee
without giving rise to any liability on the part of the Company,
its Affiliates,
and/or its
Subsidiaries.
15.2 Participation. No
individual shall have the right to be selected to receive an
Award under this Plan, or, having been so selected, to be
selected to receive a future Award.
15.3 Rights as a
Shareholder. Except as otherwise provided
herein, a Participant shall have none of the rights of a
shareholder with respect to shares covered of Common Stock by
any Award until the Participant becomes the record holder of
such Common Stock.
ARTICLE 16
CHANGE OF
CONTROL
In addition to the terms and conditions of this Plan, one or
more Awards may be subject to the terms and conditions set forth
in a written agreement between the Company and a Participant
providing for different terms or provisions with respect to such
Awards upon a Change of Control of the Company (as
that term may be defined in such written agreement), including
but not limited to acceleration of benefits, lapsing of
restrictions, vesting of benefits and such other terms,
conditions or provisions as may be contained in such written
agreement; provided however, that such written agreement may not
increase the maximum amount of such Awards.
ARTICLE 17
AMENDMENT,
MODIFICATION, SUSPENSION, AND TERMINATION
17.1 Amendment, Modification, Suspension, and
Termination. Subject to Sections 3.4
and 17.3, the Committee may, at any time and from time to time,
alter, amend, modify, suspend, or terminate the Plan and any
Award Agreement in whole or in part. Further, no amendment of
the Plan shall be made without shareholder approval if
shareholder approval is required by law, regulation, or stock
exchange rule.
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17.2 Adjustment of Awards upon the Occurrence
of Certain Unusual or Nonrecurring Events.
The Committee may make adjustments in the terms and conditions
of, and the criteria included in, Awards in recognition of
unusual or nonrecurring events (including, without limitation,
the events described in Section 4.2 hereof) affecting the
Company or the financial statements of the Company or of changes
in applicable laws, regulations, or accounting principles,
whenever the Committee determines that such adjustments are
appropriate in order to prevent unintended dilution or
enlargement of the benefits or potential benefits intended to be
made available under the Plan. The determination of the
Committee as to the foregoing adjustments, if any, shall be
conclusive and binding on Participants under the Plan.
17.3 Awards Previously
Granted. Notwithstanding any other provision
of the Plan to the contrary, and except to the extent necessary
to avoid the imposition of additional tax
and/or
interest under Section 409A of the Code with respect to
Awards that are treated as nonqualified deferred compensation,
no termination, amendment, suspension, or modification of the
Plan or an Award Agreement shall adversely affect in any
material way any Award previously granted under the Plan,
without the written consent of the Participant holding such
Award.
ARTICLE 18
WITHHOLDING
The Company shall have the right to withhold from a Participant
(or a permitted assignee thereof), or otherwise require such
Participant or assignee to pay, any Withholding Taxes arising as
a result of the grant of any Award, exercise of an Option or
SAR, lapse of restrictions with respect to Restricted Stock or
Restricted Stock Units, or any other taxable event occurring
pursuant to this Plan or any Award Agreement. If the Participant
(or a permitted assignee thereof) shall fail to make such tax
payments as are required, the Company (or its Affiliates or
Subsidiaries) shall, to the extent permitted by law, have the
right to deduct any such Withholding Taxes from any payment of
any kind otherwise due to such Participant or to take such other
action as may be necessary to satisfy such Withholding Taxes. In
satisfaction of the requirement to pay Withholding Taxes, the
Participant (or permitted assignee) may make a written election
which may be accepted or rejected in the discretion of the
Committee, (i) to have withheld a portion of any Common
Stock or other payments then issuable to the Participant (or
permitted assignee) pursuant to any Award, or (ii) to
tender other shares of Common Stock to the Company (either by
actual delivery or attestation, in the sole discretion of the
Committee, provided that, except as otherwise
determined by the Committee, the shares of Common Stock that are
tendered must have been held by the Participant for at least six
months prior to their tender to satisfy the Option Price or have
been purchased on the open market), in either case having an
aggregate Fair Market Value equal to the Withholding Taxes.
ARTICLE 19
SUCCESSORS
All obligations of the Company under the Plan with respect to
Awards granted hereunder shall be binding on any successor to
the Company, whether the existence of such successor is the
result of a direct or indirect purchase, merger, consolidation,
or otherwise, of all or substantially all of the business
and/or
assets of the Company.
ARTICLE 20
GENERAL
PROVISIONS
20.1 Forfeiture Events.
(a) The Committee may specify in an Award Agreement that
the Participants rights, payments, and benefits with
respect to an Award shall be subject to reduction, cancellation,
forfeiture, or recoupment upon the occurrence of certain
specified events, in addition to any otherwise applicable
vesting or performance conditions of an Award. Such events may
include, but shall not be limited to, termination of employment
for cause, termination of the Participants provision of
services to the Company, Affiliate,
and/or
Subsidiary, violation of material Company, Affiliate,
and/or
Subsidiary policies, breach of noncompetition, confidentiality,
or other restrictive covenants that
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may apply to the Participant, or other conduct by the
Participant that is detrimental to the business or reputation of
the Company, its Affiliates,
and/or its
Subsidiaries.
(b) If the Company is required to prepare an accounting
restatement due to the material noncompliance of the Company, as
a result of misconduct, with any financial reporting requirement
under the securities laws, if the Participant knowingly or
grossly negligently engaged in the misconduct, or knowingly or
grossly negligently failed to prevent the misconduct, or if the
Participant is one of the individuals subject to automatic
forfeiture under Section 304 of the Sarbanes-Oxley Act of
2002, the Participant shall reimburse the Company the amount of
any payment in settlement of an Award earned or accrued during
the twelve-month period following the first public issuance or
filing with the United States Securities and Exchange Commission
(whichever just occurred) of the financial document embodying
such financial reporting requirement.
20.2 Legend. The
certificates for Common Stock may include any legend which the
Committee deems appropriate to reflect any restrictions on
transfer of such Common Stock.
20.3 Gender and Number.
Except where otherwise indicated by the context, any masculine
term used herein also shall include the feminine, the plural
shall include the singular, and the singular shall include the
plural.
20.4 Severability. In the
event any provision of the Plan shall be held illegal or invalid
for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed
and enforced as if the illegal or invalid provision had not been
included.
20.5 Requirements of Law.
The granting of Awards and the issuance of Common Stock under
the Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies
or national securities exchanges as may be required.
20.6 Delivery of Title. The
Company shall have no obligation to issue or deliver evidence of
title for shares of Common Stock issued under the Plan prior to:
(a) Obtaining any approvals from governmental agencies that
the Company determines are necessary or advisable; and
(b) Completion of any registration or other qualification
of the Common Stock under any applicable national or foreign law
or ruling of any governmental body that the Company determines
to be necessary or advisable.
20.7 Inability to Obtain
Authority. The inability of the Company to
obtain authority from any regulatory body having jurisdiction,
which authority is deemed by the Companys counsel to be
necessary to the lawful issuance and sale of any shares of
Common Stock hereunder, shall relieve the Company of any
liability in respect of the failure to issue or sell such Common
Stock as to which such requisite authority shall not have been
obtained.
20.8 Investment
Representations. The Committee may require
any individual receiving Common Stock pursuant to an Award under
this Plan to represent and warrant in writing that the
individual is acquiring the Common Stock for investment and
without any present intention to sell or distribute such Common
Stock.
20.9 Employees Based Outside of the United
States. Notwithstanding any provision of the
Plan to the contrary, in order to comply with the laws in other
countries in which the Company, its Affiliates,
and/or its
Subsidiaries operate or have Employees or Directors, the
Committee, in its sole discretion, shall have the power and
authority to:
(a) Determine which Affiliates and Subsidiaries shall be
covered by the Plan;
(b) Determine which Employees or Directors outside the
United States are eligible to participate in the Plan;
(c) Modify the terms and conditions of any Award granted to
Employees or Directors outside the United States to comply with
applicable foreign laws;
(d) Establish subplans and modify exercise procedures and
other terms and procedures, to the extent such actions may be
necessary or advisable. Any subplans and modifications to Plan
terms and procedures
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established under this Section 20.9 by the Committee shall
be attached to this Plan document as appendices; and
(e) Take any action, before or after an Award is made, that
it deems advisable to obtain approval or comply with any
necessary local government regulatory exemptions or approvals.
Notwithstanding the above, the Committee may not take any
actions hereunder, and no Awards shall be granted, that would
violate applicable law.
20.10 Uncertificated Stock.
To the extent that the Plan provides for issuance of
certificates to reflect the transfer of Common Stock, the
transfer of such Common Stock may be affected on a
noncertificated basis, to the extent not prohibited by
applicable law or the rules of any stock exchange.
20.11 Unfunded Plan.
Participants shall have no right, title, or interest whatsoever
in or to any investments that the Company, its Subsidiaries,
and/or its
Affiliates may make to aid it in meeting its obligations under
the Plan. Nothing contained in the Plan, and no action taken
pursuant to its provisions, shall create or be construed to
create a trust of any kind, or a fiduciary relationship between
the Company and any Participant, beneficiary, legal
representative, or any other individual. To the extent that any
individual acquires a right to receive payments from the
Company, its Subsidiaries,
and/or its
Affiliates under the Plan, such right shall be no greater than
the right of an unsecured general creditor of the Company, a
Subsidiary, or an Affiliate, as the case may be. All payments to
be made hereunder shall be paid from the general funds of the
Company, a Subsidiary, or an Affiliate, as the case may be and
no special or separate fund shall be established and no
segregation of assets shall be made to assure payment of such
amounts except as expressly set forth in the Plan.
20.12 No Fractional Shares.
No fractional shares of Common Stock shall be issued or
delivered pursuant to the Plan or any Award. The Committee shall
determine whether cash, Awards, or other property shall be
issued or paid in lieu of fractional shares of Common Stock or
whether such fractional shares of Common Stock or any rights
thereto shall be forfeited or otherwise eliminated.
20.13 Retirement and Welfare
Plans. Neither Awards made under the Plan
nor shares of Common Stock or cash paid pursuant to such Awards
may be included as compensation for purposes of
computing the benefits payable to any Participant under the
Companys or any Subsidiarys or Affiliates
retirement plans (both qualified and non-qualified) or welfare
benefit plans unless such other plan expressly provides that
such compensation shall be taken into account in computing a
Participants benefit.
20.14 Nonexclusivity of the
Plan. The adoption of this Plan shall not be
construed as creating any limitations on the power of the Board
or Committee to adopt such other compensation arrangements as it
may deem desirable for any Participant.
20.15 No Constraint on Corporate
Action. Nothing in this Plan shall be
construed to: (i) limit, impair, or otherwise affect the
Companys or a Subsidiarys or an Affiliates
right or power to make adjustments, reclassifications,
reorganizations, or changes of its capital or business
structure, or to merge or consolidate, or dissolve, liquidate,
sell, or transfer all or any part of its business or assets; or,
(ii) limit the right or power of the Company or a
Subsidiary or an Affiliate to take any action which such entity
deems to be necessary or appropriate.
20.16 Governing Law. The
Plan and each Award Agreement shall be governed by the laws of
the State of Delaware. Unless otherwise provided in the Award
Agreement, recipients of an Award under the Plan are deemed to
submit to the exclusive jurisdiction and venue of the federal or
state courts of Arizona, to resolve any and all issues that may
arise out of or relate to the Plan or any related Award
Agreement.
20.17 Indemnification. Each
individual who is or shall have been a member of the Board, or a
committee appointed by the Board, or an officer of the Company
to whom authority was delegated in accordance with
Article 3, shall be indemnified and held harmless by the
Company against and from any loss, cost, liability, or expense
that may be imposed upon or reasonably incurred by him in
connection with or resulting from any claim, action, suit, or
proceeding to which he may be a party or in which he may be
involved by reason of any action taken or failure to act under
the Plan and against and from any and all amounts paid by him in
settlement thereof, with the Companys approval, or paid by
him in satisfaction of any judgment in any such action, suit, or
proceeding against him, provided he shall give the Company an
opportunity, at its own expense, to handle and defend the same
before he
A-17
undertakes to handle and defend it on his own behalf, unless
such loss, cost, liability, or expense is a result of his own
willful misconduct or except as expressly provided by statute.
The foregoing right of indemnification shall not be exclusive of
any other rights of indemnification to which such individuals
may be entitled under the Companys Certificate of
Incorporation or Bylaws, as a matter of law, or otherwise, or
any power that the Company may have to indemnify them or hold
them harmless.
20.18 Amendment to Comply with Applicable
Law. It is intended that no Award granted
under this Plan shall be subject to any interest or additional
tax under Section 409A of the Code. In the event Code
Section 409A is amended after the date hereof, or
regulations or other guidance is promulgated after the date
hereof that would make an Award under the Plan subject to the
provisions of Code Section 409A, then the terms and
conditions of this Plan shall be interpreted and applied, to the
extent possible, in a manner to avoid the imposition of the
provisions of Code Section 409A.
Amendments in 2009 affect only Section 4.1.
Date effective (if approved by stockholders): June 24, 2009
(date of 2009 Annual Meeting).
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VOTE BY INTERNET www.proxyvote.com Use the Internet to transmit your voting instructions and for
electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date
or meeting date. Have your proxy card in hand when you access the web site and follow the
instructions to obtain your records and to create an electronic voting instruction form. MOBILE
MINI, INC. 7420 S. KYRENE RD.SUITE 101 Electronic Delivery of Future PROXY MATERIALS TEMPE, AZ
85283-4578 If you would like to reduce the costs incurred by our company in mailing proxy
materials, you can consent to receiving all future proxy statements, proxy cards and annual reports
electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the
instructions above to vote using the Internet 1 Investor Address Line 1 and, when prompted,
indicate that you agree to receive or access proxy materials Investor Address Line 2 electronically
in future years. Investor Address Line 3 1 1 OF Investor Address Line 4 VOTE BY PHONE -
1-800-690-6903 Investor Address Line 5 Use any touch-tone telephone to transmit your voting
instructions up until 11:59 John Sample P.M. Eastern Time the day before the cut-off date or
meeting date. Have your 1234 ANYWHERE STREET 2 proxy card in hand when you call and then follow the
instructions. ANY CITY, ON A1A 1A1 VOTE BY MAIL Mark, sign and date your proxy card and return it
in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51
Mercedes Way, Edgewood, NY 11717. NAME THE COMPANY NAME INC. COMMON THE COMPANY NAME INC. CLASS
A THE COMPANY NAME INC. CLASS B THE COMPANY NAME INC. CLASS C THE COMPANY NAME INC. CLASS D
THE COMPANY NAME INC. CLASS E THE COMPANY NAME INC. CLASS F THE COMPANY NAME INC. 401 K
CONTROL # 000000000000 SHARES 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345
123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345
123,456,789,012.12345 PAGE 1 OF 2 x TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID
ONLY WHEN SIGNED AND DATED. For Withhold For All To withhold authority to vote for any All All
Except individual nominee(s), mark For All Except and write the number(s) of the The Board of
Directors recommends that you nominee(s) on the line below. vote FOR the following: 1. Election of
Directors 0 0 0 Nominees 01 Stephen A McConnell 02 Jeffrey S. Goble 03 Michael E. Donovan The Board
of Directors recommends you vote FOR the following proposal(s): For Against Abstain 2 Ratification
of the selection of Ernst & Young LLP as the Companys Independent Registered Public Accounting
Firm for the year ending December 31, 2009. 3 Approval of an amendment to the Mobile Mini, Inc.
2006 Equity Incentive Plan to increase the maximum number of shares that may be issued pursuant to
the Plan from 1,200,000 by an additional 3,000,000 shares. NOTE: At the proxies discretion on any
other matters which may properly come before the meeting or any adjournment or postponement
thereof. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN,
WILL BE VOTED FOR EACH OF PROPOSALS 1, 2, AND 3. 0000000000 02 00000253891 R2.09.03.17 For address
change/comments, mark here. 0 (see reverse for instructions) Please sign exactly as your name(s)
appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please
give full title as such. Joint owners should each sign personally. All holders must sign. If a
corporation or partnership, please sign in full corporate or partnership name, by authorized
officer. Investor Address Line 1 Investor Address Line 2 Investor Address Line 3 Investor Address
Line 4 Investor Address Line 5 John Sample 1234 ANYWHERE STREET
ANY CITY, ON A1A 1A1 Signature
[PLEASE SIGN WITHIN BOX] Date JOB # Signature (Joint Owners) Date SHARES CUSIP # SEQUENCE # |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice &
Proxy Statement, Form 10-K is/are available at www.proxyvote.com . PROXY SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS FOR 2009 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 24, 2009 The
undersigned appoints Steven G. Bunger and Mark E. Funk, and each of them, as proxies, each with
full power of substitution, on behalf and in the name of the undersigned, to represent the
undersigned at the 2009 Annual Meeting of Stockholders of MOBILE MINI, INC. (Mobile Mini), to be
held on June 24, 2009, and at any adjournment or postponement thereof and authorizes them to vote
at such meeting, as designated on the reverse side of this form, all the shares of common stock of
Mobile Mini, Inc. held of record by the undersigned on April 27, 2009. IF NO OTHER INDICATION IS
MADE ON THE REVERSE SIDE OF THIS FORM, THE PROXIES WILL VOTE FOR ALL PROPOSALS AND, IN THEIR
DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. R2.09.03.17 Address
change/comments: 2 0000025389 (If you noted any Address Changes and/or Comments above, please mark
corresponding box on the reverse side.) See reverse for voting instructions |