|
|
|
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 §240.14a-12
|
|
CONMED
CORPORATION
|
(Name
of Registrant as Specified In Its
Charter)
|
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
|
|
|
|
|
|
þ
|
|
No
fee required.
|
||
o
|
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
||
|
|
(1)
|
|
Title
of each class of securities to which transaction
applies:
|
|
|
|
|
|
|
|
(2)
|
|
Aggregate
number of securities to which transaction applies:
|
|
|
|
|
|
|
|
(3)
|
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
|
|
|
|
|
|
|
|
(4)
|
|
Proposed
maximum aggregate value of transaction:
|
|
|
|
|
|
|
|
(5)
|
|
Total
fee paid:
|
|
|
|
|
|
o
|
|
Fee
paid previously with preliminary materials.
|
||
o
|
|
Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
|
||
|
|
(1)
|
|
Amount
Previously Paid:
|
|
|
|
|
|
|
|
(2)
|
|
Form,
Schedule or Registration Statement No.:
|
|
|
|
|
|
|
|
(3)
|
|
Filing
Party:
|
|
|
|
|
|
|
|
(4)
|
|
Date
Filed:
|
|
|
|
|
(1)
|
To
elect seven directors to serve on the Company’s Board of
Directors;
|
(2)
|
To
ratify the appointment of PricewaterhouseCoopers LLP as the Company’s
independent registered public accounting firm for the fiscal
year ending December 31,
2009;
|
(3)
|
To
approve the Amended and Restated 1999 Long-Term Incentive Plan;
and
|
(4)
|
To
transact such other business as may properly be brought before the meeting
or any adjournment thereof.
|
By
Order of the Board of Directors,
|
/s/
Heather L. Cohen
|
Heather
L. Cohen
Secretary
|
Name
|
Age
|
Served
As
Director
Since
|
Principal
Occupation or
Position with the
Company
|
Eugene
R. Corasanti
|
78
|
1970
|
Chairman
of the Board of Directors and Vice Chairman of the
Company.
|
Joseph
J. Corasanti
|
45
|
1994
|
President
and Chief Executive Officer of the Company; Director of the Company;
Director of II-VI, Inc. (Nasdaq: IIVI).
|
Bruce
F. Daniels
|
74
|
1992
|
Executive,
retired; former Controller of Chicago Pneumatic Tool Company; Director of
the Company. As noted below, the Board of Directors has determined that
Mr. Daniels is independent, and is an audit committee financial
expert.
|
Jo
Ann Golden
|
61
|
2003
|
Partner
of Dermody, Burke and Brown, CPAs, LLC (accountants); Director of the
Company. As noted below, the Board of Directors has determined that Ms.
Golden is independent, and is an audit committee financial
expert.
|
Stephen
M. Mandia
|
44
|
2002
|
Chief
Executive Officer of Sovena USA, formerly East Coast Olive Oil Corp.;
Director of the Company. As noted below, the Board of Directors has
determined that Mr. Mandia is independent.
|
Stuart
J. Schwartz
|
72
|
1998
|
Physician,
retired; Director of the Company. As noted below, the Board of Directors
has determined that Dr. Schwartz is independent.
|
Mark
E. Tryniski
|
48
|
2007
|
President
and Chief Executive Officer of Community Bank System, Inc. in DeWitt, New
York (NYSE: CBU); former partner of PricewaterhouseCoopers LLP in
Syracuse, New York; Director of the Company. As noted below,
the Board of Directors has determined that Mr. Tryniski is independent,
and is an audit committee financial expert.
|
Audit
Committee
|
Compensation
Committee
|
Corporate
Governance and
Nominating
Committee
|
Bruce
F. Daniels,
Chairman
|
Stuart
J. Schwartz,
Chairman
|
Stephen
M. Mandia,
Chairman
|
Jo
Ann Golden
|
Bruce
F. Daniels
|
Stuart
J. Schwartz
|
Mark
E. Tryniski
|
Stephen
M. Mandia
|
Mark
E. Tryniski
|
Fee
Summary
|
2008
|
2007
|
Audit
Fees and Expenses:
|
||
Audit
of Annual Financial Statements and
Interim Reviews |
$1,175,100
|
$1,120,000
|
Audit
of Internal Control over
Financial Reporting |
Included
above
|
Included
above
|
SEC
Registration Statements
|
$0
|
$7,500
|
Total
Audit Fees and Expenses
|
$1,175,100
|
$1,127,500
|
Audit
Related:
|
||
Advisory
Services
|
$252,500
|
$0
|
Tax:
|
||
Tax Compliance and Consulting
Services |
$157,800
|
$135,000
|
All
Other:
|
||
Research
Service License
|
$1,500
|
$1,500
|
Total
Fees and Expenses
|
$1,586,900
|
$1,264,000
|
|
·
|
Salary: a
base salary is paid based on
position;
|
|
·
|
Non-Equity
Incentive Plans: executive and senior officers participate in
an annual cash-based Executive Incentive Plan, with payment generally
based on achievement of corporate-wide or division-specific
earnings-related objectives measured over the course of a particular year,
paid in cash;
|
|
·
|
Discretionary
Bonuses: executive and senior officers may be awarded a
discretionary bonus from time to
time;
|
|
·
|
Equity
Compensation: equity compensation is awarded to align the
interests of management with the interests of shareholders over the long
term; and
|
|
·
|
Retirement
Benefits and Perquisites: the Company provides certain retirement benefits
and perquisites that are deemed customary and necessary to attract and
retain executive talent.
|
(a)
|
(b)
|
(
c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
Name
and
Principal
Position
|
Year
|
Salary
($)
(1)
|
Bonus
($)
(2)
|
Stock
Awards
($)
(3)
|
Option
/SAR
Awards
($)
(4)
|
Non-Equity
Incentive
Plan
Compensation
($)
(5)
|
Change
in
Pension
Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
(6)
|
All
Other
Compensation
($)
(7)
|
Total
|
Joseph
J. Corasanti, President, & Chief Executive Officer
|
2008
|
$491,356
|
$0
|
$327,365
|
$386,569
|
$225,383
|
$86,272
|
$91,998
|
$1,608,943
|
2007
|
$464,063
|
$0
|
$193,140
|
$353,936
|
$330,750
|
$41,765
|
$80,460
|
$1,464,114
|
|
2006
|
$408,332
|
$0
|
$62,620
|
$219,944
|
$268,710
|
$45,146
|
$83,755
|
$1,088,507
|
|
Robert
D. Shallish, Jr., Chief Financial Officer and Vice President-
Finance
|
2008
|
$256,609
|
$0
|
$52,391
|
$133,863
|
$117,552
|
$87,465
|
$22,352
|
$670,232
|
2007
|
$243,056
|
$0
|
$30,914
|
$141,308
|
$172,509
|
$24,127
|
$21,187
|
$633,101
|
|
2006
|
$232,414
|
$0
|
$10,025
|
$158,037
|
$152,559
|
$37,310
|
$22,432
|
$612,777
|
|
David
A. Johnson – VP, Global Operations & Supply Chain
|
2008
|
$229,515
|
$0
|
$47,384
|
$46,043
|
$105,894
|
$9,499
|
$18,012
|
$456,347
|
Daniel
S. Jonas, General Counsel & Vice President – Legal
Affairs
|
2008
|
$232,411
|
$0
|
$52,391
|
$134,689
|
$106,409
|
$24,696
|
$28,649
|
$579,245
|
2007
|
$220,143
|
$0
|
$30,914
|
$146,041
|
$156,155
|
$3,683
|
$35,312
|
$592,248
|
|
2006
|
$210,488
|
$0
|
$10,025
|
$153,642
|
$138,096
|
$10,605
|
$20,694
|
$543,550
|
|
Luke
A. Pomilio, Vice President – Corporate Controller
|
2008
|
$232,047
|
$0
|
$52,391
|
$134,680
|
$106,032
|
$30,640
|
$22,296
|
$578,086
|
2007
|
$218,707
|
$0
|
$30,914
|
$141,531
|
$155,602
|
$2,817
|
$17,299
|
$566,870
|
|
(1)
|
Salary
reflects actual salary earned during 2006, 2007 and
2008. Salary levels are adjusted annually following the Annual
Shareholders meeting in May. Accordingly, salary levels listed
in the Compensation Discussion and Analysis (the “CD&A”) may not match
amounts actually paid during the course of the
year.
|
(2)
|
Other
than Non-Equity Incentive Plan Compensation, there were no bonuses earned
during 2006, 2007 and 2008.
|
(3)
|
Amounts
in this column reflect the expense recognized by the Company for
accounting purposes calculated in accordance with FASB Statement of
Financial Accounting Standards No. 123 (revised 2004) (“FAS 123R”)
with respect to RSUs
|
(4)
|
Amounts
in this column reflect the expense recognized by the Company for
accounting purposes calculated in accordance with FAS 123R with respect to
SARs granted in 2006, 2007 and 2008 and stock options granted in prior
years. The assumptions made in the valuation of these awards are set forth
in Note 7, (“Shareholder’s Equity”), to the Consolidated Financial
Statements in Item 15 to the Company’s 2008 Annual Report on Form
10-K. The costs associated with SARs are amortized over five
years in accordance with the vesting terms of the SAR
agreements. Stock Options and SARs are discussed in the
CD&A and in the Grants of Plan-Based Awards table of this Proxy
Statement.
|
(5)
|
Non-Equity
Incentive Plan Compensation represents earnings under the Company’s
Executive Incentive Plan as more fully described in the
CD&A.
|
(6)
|
Amounts
in this column represent the increase in the actuarial value of defined
benefit plans during 2006, 2007 and 2008. Actuarial value is
computed based on FASB Statement No. 87 assumptions discussed in Note 9,
(“Employee Benefit Plans”), to the Consolidated Financial Statements in
Item 15 to the Company’s 2008 Annual Report on Form 10-K. Mr.
J. Corasanti’s pension value decreased $971 during 2007 as a result of a
change in the discount factor applied to the present value
calculation. Pursuant to SEC regulations, this negative value
is not reflected in the amounts shown in column
(g).
|
(7)
|
All
Other Compensation consists of the following: (i) company contributions,
if any, to employee 401(k) plan accounts on the same terms offered to all
other employees, (ii) payments relating to automobile leases and/or
allowances, (iii) payments for supplemental long-term care
insurance policies for J. Corasanti, R. Shallish, and D. Jonas in 2006;
and J. Corasanti, R. Shallish, D. Jonas and L. Pomilio in 2007 and 2008
(iv) reimbursement for country club and/or other club membership fees for
J. Corasanti, R. Shallish, and D. Jonas in 2006 and all NEOs in 2007 and
2008, (v) meeting fees of $10,500 for J. Corasanti’s position as a
Director of the Company (vi) tax services for J. Corasanti and D. Jonas,
and (vii) airline club fees for D. Jonas for 2006 and
2007. The amount attributable to each perquisite or
benefit for each NEO does not exceed the greater of $25,000 or 10% of the
total amount of perquisites received by such NEOs, except as described
below.
|
(a)
|
(b)
|
(
c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
(k)
|
(l)
|
Estimated
Future Payouts Under
Non-
Equity Incentive Plan
Awards
(1)
|
Estimated
Future Payouts
Under
Equity Incentive
Plan
Awards
|
||||||||||
Name
|
Grant
Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
All
Other
Stock
Awards:
Number
of Shares
of
Stock
or
Units
(#)
(2)
|
All
Other
Option
Awards:
Number
of
Securities
Underlying
Options
(#)
(3)
|
Exercise
or
Base
Price
of
Option
Awards
($/sh)
|
Grant Date
Fair
Value
of
Stock
and Option
Awards
($)
|
Joseph
J. Corasanti
|
6/01/2008
6/01/2008
N/A
|
-
-
150,174
|
-
-
150,174
|
-
-
350,406
|
-
-
-
|
-
-
-
|
-
-
-
|
-
25,000
-
|
62,500
-
-
|
$26.69
-
-
|
$588,975
$667,250
-
|
Robert
D. Shallish, Jr.
|
6/01/2008
6/01/2008
N/A
|
-
-
78,368
|
-
-
78,368
|
-
-
182,859
|
-
-
-
|
-
-
-
|
-
-
-
|
-
4,000
-
|
10,000
-
-
|
$26.69
-
-
|
$ 94,236
$106,760
-
|
David
A. Johnson
|
2/25/2008
2/25/2008
6/01/2008
6/01/2008
N/A
|
-
-
-
-
70,596
|
-
-
-
-
70,596
|
-
-
-
-
164,724
|
-
-
-
-
-
|
-
-
-
-
-
|
-
-
-
-
-
|
-
7,500
-
4,000
-
|
10,000
-
10,000
-
-
|
$27.54
-
$26.69
-
-
|
$ 96,622
$206,550
$ 94,236
$106,760
-
|
Daniel
S.
Jonas
|
6/01/2008
6/01/2008
N/A
|
-
-
70,939
|
-
-
70,939
|
-
-
165,525
|
-
-
-
|
-
-
-
|
-
-
-
|
-
4,000
-
|
10,000
-
-
|
$26.69
-
-
|
$ 94,236
$106,760
-
|
Luke
A.
Pomilio
|
6/01/2008
6/01/2008
N/A
|
-
-
70,688
|
-
-
70,688
|
-
-
164,938
|
-
-
-
|
-
-
-
|
-
-
-
|
-
4,000
-
|
10,000
-
-
|
$26.69
-
-
|
$ 94,236
$106,760
-
|
(1)
|
Non-Equity
Incentive Compensation represents earnings under the Company’s Executive
Incentive Plan. The threshold and target compensation
represents 30% of the NEO’s salary. The maximum
compensation represents 70% of all NEO’s
salary.
|
(2)
|
The
amounts shown in column (i) represent the total RSUs awarded to the named
executive officers. Such awards vest over a period of five to
ten years and are valued at the market price of the stock on the date of
grant.
|
(3)
|
The
amounts shown in column (j) represent the total number of SARs awarded to
the NEOs. These awards vest over a period of five
years.
|
(a)
|
(b)
|
(
c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
Option
Awards
|
Stock
Awards
|
||||||||
Name
|
Number
of Securities Underlying Unexercised Options Exercisable
(#)
|
Number
of
Securities
Underlying
Unexercised Options
Unexercisable
(#)
|
Equity
Incentive
Plan
Awards:
Number
of Securities Underlying Unexercised Unearned Options
(#)
|
Option
Exercise Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
or
Units
of
Stock
That
Have
Not Vested
(#)
|
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)
|
Equity
Incentive
Plan Awards:
Number
of Unearned
Shares,
Units
or
Other
Rights
That
Have
Not Yet Vested
(#)
|
Equity
Incentive
Plan Awards:
Market
or
Payout
Value
of
Unearned Shares, Units
or
Other
Rights
That
Have
Not
Vested
($)
|
Joseph
J.
Corasanti |
60,005
37,501
67,502
42,187
112,500
125,000
125,000
125,000
25,000
-
12,500
-
-
-
|
-
-
-
-
-
-
-
-
37,500(1)
-
50,000(2)
-
62,500(3)
-
|
-
-
-
-
-
-
-
-
-
-
-
-
-
-
|
$18.54
$16.42
$14.22
$21.01
$25.89
$17.74
$25.03
$31.40
$19.93
-
$29.92
-
$26.69
-
|
8/24/2009
5/16/2010
5/15/2011
12/18/2011
5/14/2012
5/20/2013
5/18/2014
5/17/2015
5/16/2016
-
5/17/2017
-
6/1/2018
-
|
-
-
-
-
-
-
-
-
-
15,000(9)
-
20,000(10)
-
25,000(11)
|
-
-
-
-
-
-
-
-
-
$359,100
-
$478,800
-
$598,500
|
-
-
-
-
-
-
-
-
-
-
-
-
-
-
|
-
-
-
-
-
-
-
-
-
-
-
-
-
-
|
Robert
D.
Shallish, Jr. |
5,504
4,502
15,005
15,000
15,000
8,000
9,000
4,000
-
2,000
-
-
-
|
-
-
-
-
-
2,000(4)
6,000(5)
6,000(6)
-
8,000(7)
-
10,000(8)
-
|
-
-
-
-
-
-
-
-
-
-
-
-
-
|
$16.42
$9.17
$14.22
$25.89
$17.74
$25.03
$31.40
$19.93
-
$29.92
-
$26.69
-
|
5/16/2010
10/11/2010
5/15/2011
5/14/2012
5/20/2013
5/18/2014
5/17/2015
5/16/2016
-
5/17/2017
-
6/1/2018
-
|
-
-
-
-
-
-
-
-
2,400(9)
-
3,200(10)
-
4,000(11)
|
-
-
-
-
-
-
-
-
$57,456
-
$76,608
-
$95,760
|
-
-
-
-
-
-
-
-
-
-
-
-
-
|
-
-
-
-
-
-
-
-
-
-
-
-
-
|
David
A.
Johnson |
-
-
-
-
-
-
|
8,000(12)
-
10,000(13)
-
10,000(8)
-
|
-
-
-
-
-
-
|
$23.32
-
$27.54
-
$26.69
-
|
12/27/2016
-
2/25/2018
-
6/1/2018
-
|
-
6,750(14)
-
7,500(15)
-
4,000(11)
|
-
$161,595
-
$179,550
-
$95,760
|
-
-
-
-
-
-
|
-
-
-
-
-
-
|
Daniel
S.
Jonas |
10,000
10,000
8,000
9,000
4,000
-
2,000
-
-
-
|
-
-
2,000(4)
6,000(5)
6,000(6)
-
8,000(7)
-
10,000(8)
-
|
-
-
-
-
-
-
-
-
-
-
|
$25.89
$19.83
$25.03
$31.40
$19.93
-
$29.92
-
$26.69
-
|
5/14/2012
8/11/2013
5/18/2014
5/17/2015
5/16/2016
-
5/17/2017
-
6/1/2018
-
|
-
-
-
-
-
2,400(9)
-
3,200(10)
-
4,000(11)
|
-
-
-
-
-
$57,456
-
$76,608
-
$95,760
|
-
-
-
-
-
-
-
-
-
-
|
-
-
-
-
-
-
-
-
-
-
|
Luke
A. Pomilio
|
10,000
15,000
8,000
9,000
4,000
-
2,000
-
-
-
|
-
-
2,000(4)
6,000(5)
6,000(6)
-
8,000(7)
-
10,000(8)
-
|
-
-
-
-
-
-
-
-
-
-
|
$25.89
$17.74
$25.03
$31.40
$19.93
-
$29.92
-
$26.69
-
|
5/14/2012
5/20/2013
5/18/2014
5/17/2015
5/16/2016
-
5/17/2017
-
6/1/2018
-
|
-
-
-
-
-
2,400(9)
-
3,200(10)
-
4,000(11)
|
-
-
-
-
-
$57,456
-
$76,608
-
$95,760
|
-
-
-
-
-
-
-
-
-
-
|
-
-
-
-
-
-
-
-
-
-
|
(1)
|
Scheduled
to vest in equal installments of 12,500 shares per year on May 16, 2009,
May 16, 2010, and May 16,
2011.
|
(2)
|
Scheduled
to vest in equal installments of 12,500 shares per year on May 17, 2009,
May 17, 2010, May 17, 2011 and May 17,
2012.
|
(3)
|
Scheduled
to vest in equal installments of 12,500 shares per year beginning on June
1, 2009 and each June 1st
thereafter through 2013.
|
(4)
|
Scheduled
to vest on May 18, 2009.
|
(5)
|
Scheduled
to vest in equal installments of 3,000 shares on May 17, 2009 and May 17,
2010.
|
(6)
|
Scheduled
to vest in equal installments of 2,000 shares per year on May 16, 2009,
May 16, 2010 and May 16,
2011.
|
(7)
|
Scheduled
to vest in equal installments of 2,000 shares per year on May 17, 2009,
May 17, 2010, May 17, 2011 and May 17,
2012.
|
(8)
|
Scheduled
to vest in equal installments of 2,000 shares per year beginning on June
1, 2009 and each June 1st
thereafter through 2013.
|
(9)
|
Scheduled
to vest in equal installments of 5,000 units per year for Mr. J. Corasanti
and 800 units per year for Mr. Shallish, Mr. Jonas, and Mr. Pomilio on May
16, 2009, May 16, 2010 and May 16,
2011.
|
(10)
|
Scheduled
to vest in equal installments of 5,000 units per year for Mr. J. Corasanti
and 800 units per year for Mr. Shallish, Mr. Jonas, and Mr. Pomilio on May
17, 2009, May 17, 2010, May 17, 2011 and May 17,
2012.
|
(11)
|
Scheduled
to vest in equal installments of 5,000 units per year for Mr. J. Corasanti
and 800 units per year for Mr. Shallish, Mr. Johnson, Mr. Jonas, and Mr.
Pomilio beginning on June 1, 2009 and each June 1st
thereafter through 2013.
|
(12)
|
Scheduled
to vest in equal installments of 2,000 units per year on February 1, 2009,
February 1, 2010, February 1, 2011 and February 1,
2012.
|
(13)
|
Scheduled
to vest in equal installments of 2,000 units per year beginning on
February 25, 2009 and each February 25th
thereafter through 2013.
|
(14)
|
Scheduled
to vest in equal installments of 750 units per year on each February
1st
from 2009 to 2017.
|
(15)
|
Scheduled
to vest in equal installments of 750 units per year on each February
25th
from 2009 to 2018.
|
(a)
|
(b)
|
(
c)
|
(d)
|
(e)
|
Option
Awards (1)
|
Stock
Awards (3)
|
|||
Name
|
Number of Shares
Acquired On Exercise
(#)
|
Value Realized
on
Exercise
($)
(2)
|
Number of Shares
Acquired on Vesting
(#)
|
Value Realized on
Vesting
($)
(4)
|
Joseph
J. Corasanti
|
30,008
|
$382,263
|
10,000
|
$257,000
|
Robert
D. Shallish, Jr.
|
2,000
|
$29,267
|
1,600
|
$41,120
|
David
A. Johnson
|
2,000
|
$15,520
|
750
|
$18,458
|
Daniel
S. Jonas
|
10,000
|
$132,608
|
1,600
|
$41,120
|
Luke
A. Pomilio
|
8,394
|
$136,347
|
1,600
|
$41,120
|
(1)
|
Amount
relates to stock option and SAR exercises during
2008.
|
(2)
|
Calculated
by multiplying the number of shares purchased by the difference between
the exercise price and the market price of CONMED Corporation common stock
on the date of exercise.
|
(3)
|
Amount
relates to the RSUs vested during
2008.
|
(4)
|
Calculated
by multiplying the number of shares vested by the market price of the
CONMED Corporation common stock on the date of
issuance.
|
(a)
|
(b)
|
(
c)
|
(d)
|
(e)
|
Name
|
Plan
Name
|
Number
of Years of Credited
Service
(#)
|
Present
Value of
Accumulated
Benefit ($)
|
Payments
During the
Last
Fiscal Year ($)
|
Joseph
J. Corasanti
|
CONMED
Corporation Retirement
Pension
Plan
|
15
|
$132,586
|
$0
|
Robert
D. Shallish, Jr.
|
CONMED
Corporation Retirement
Pension
Plan
|
18
|
$444,140
|
$0
|
David
A. Johnson
|
CONMED
Corporation Retirement
Pension
Plan
|
1
|
$9,499
|
$0
|
Daniel
S. Jonas
|
CONMED
Corporation Retirement
Pension
Plan
|
9
|
$79,004
|
$0
|
Luke
A. Pomilio
|
CONMED
Corporation Retirement
Pension
Plan
|
12
|
$104,903
|
$0
|
(a)
|
(b)
|
(
c)
|
(d)
|
(e)
|
(f)
|
|||||
Name
|
Executive
Contributions in
Last
FY
($)
|
Registrant
Contributions
in
Last FY
($)
|
Aggregate
Earnings in
Last FY
($)
|
Aggregate
Withdrawals/
Distributions
($)
|
Aggregate
Balance
at
Last FYE
($)
(2)
|
|||||
Joseph
J. Corasanti
|
|
$0
|
|
$150,000
|
|
$122,904
|
|
$0
|
|
$1,523,865
|
Robert
D. Shallish, Jr.
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
||||||||||
David
A. Johnson
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
||||||||||
Daniel
S. Jonas
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
Luke
A. Pomilio
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
(1)
|
Amounts
included above and also in the Summary Compensation Table include $51,850
for Mr. J. Corasanti.
|
(2)
|
Amount
included above is payable over a period of up to 120 months with interest
and includes above market interest of $32,837 and $41,765 for 2006 and
2007, respectively, which was included in compensation in the respective
years.
|
Name
(1)
|
Salary
Continuation
or
Severance
($) (2)
|
Benefits
or
Perquisites
($) (3)
|
Pension
Benefit
($) (4)
|
Enhanced
Pension
Benefit
($) (5)
|
Deferred
Compensation
($) (6)
|
Accelerated
Option/SAR
Vesting
($) (7)
|
Accelerated
RSU
Vesting
($) (7)
|
Total
|
|
Joseph
J. Corasanti
|
$3,054,698
|
$1,597,848
|
$132,586
|
$26,517
|
$1,523,865
|
$27,413
|
$402,338
|
$6,765,265
|
|
(1)
|
Mr.
Corasanti is entitled to earnings upon termination as defined in his
employment agreement. If Mr. Corasanti were terminated with
just cause, he would be entitled to salary and benefits through the end of
the month of
|
(2)
|
Amount
represents three multiplied by the sum of salary and the average of bonus,
deferred compensation, and incentive compensation earned over the past
three years.
|
(3)
|
Amount
includes the present value total of all life time benefits (including life
and health insurance) and the present value of total perquisites for three
years.
|
(4)
|
Amount
represents the accumulated pension benefit earned as of December 31,
2008.
|
(5)
|
Amount
represents an additional three years of pension benefit Mr. Corasanti
would be entitled to.
|
(6)
|
Amount
represents the undiscounted value of deferred compensation as of December
31, 2008. This amount would be payable over a period up to 120
months with interest.
|
(7)
|
Reflects
the increase in the present value of these awards resulting from the
acceleration of the vesting date and elimination of the risk of forfeiture
calculated in accordance with Internal Revenue Code Section
280G.
|
Name
|
Salary
Continuation
or
Severance
($)
|
Benefits
or
Perquisites
($)
|
Pension
Benefit
($)
|
Enhanced
Pension
Benefit
($)
|
Deferred
Compensation
($)
|
Accelerated
Option/SAR
Vesting
($) (7)
|
Accelerated
RSU
Vesting
($) (7)
|
Section
280G
Gross-Up
($) (8)
|
Total
|
|
Joseph
J.
Corasanti
(1)
|
$3,054,698
|
$1,597,848
|
$132,586
(4)
|
$26,517
(5)
|
$1,523,865
(6)
|
$27,413
|
$402,338
|
$2,530,164
|
$9,295,429
|
|
Robert
D.
Shallish,
Jr.
|
$1,372,578
(2)
|
$59,299
(3)
|
$0
|
$0
|
$0
|
$4,386
|
$64,382
|
$0
|
$1,500,645
|
|
David
A.
Johnson
|
$1,227,545
(2) |
$105,307
(3)
|
$0
|
$0
|
$0
|
$1,137
|
$240,747
|
$660,285
|
$2,235,021
|
|
Daniel
S.
Jonas
|
$1,321,853
(2)
|
$107,303
(3)
|
$0
|
$0
|
$0
|
$4,386
|
$64,382
|
$537,680
|
$2,035,604
|
|
Luke
A.
Pomilio
|
$1,244,256
(2)
|
$101,156
(3)
|
$0
|
$0
|
$0
|
$4,386
|
$64,382
|
$0
|
$1,414,180
|
|
(1)
|
Mr.
J. Corasanti would receive the same payments and benefits as if he were
terminated without just cause according to his employment agreement,
except he would also receive the Section 280G Gross-up. This is
because the employment agreement has more favorable payments and benefits
than his Change in Control Agreement and therefore supersedes the Change
in Control Agreement.
|
(2)
|
Amount
represents highest annual non-equity incentive plan compensation earned
over the past three completed fiscal years plus three multiplied by the
sum of the highest salary earned over the past twelve months and highest
annual non-equity incentive plan compensation earned over the past three
completed fiscal years.
|
(3)
|
Amount
includes the present value of medical, dental, disability, long-term care
(as applicable) and life insurance and total perquisites for three
years.
|
(4)
|
Amount
represents the accumulated pension benefit earned by Mr. J. Corasanti as
of December 31, 2008.
|
(5)
|
Amount
represents an additional three years of pension benefit Mr. J. Corasanti
would be entitled to.
|
(6)
|
Amount
represents the undiscounted value of deferred compensation as of December
31, 2008 for Mr. J. Corasanti. This amount would be payable
over a period up to 120 months with
interest.
|
(7)
|
Reflects
the increase in the present value of these awards resulting from the
acceleration of the vesting date and elimination of the risk of forfeiture
calculated in accordance with Section 280G of the
Code.
|
(8)
|
Compensation
and benefits in excess of three times compensation may be subject to a
non-deductible 20% excise tax under Section 280G of the
Code. To assure that the actual economic value of change in
control benefits is equivalent for all participants, the program provides
for a gross-up of this tax to the extent that the amounts giving rise to
the excise tax are greater than 10% of the “golden parachute” safe-harbor
amount. Amounts in this column estimate the tax gross-up assuming a change
in control date of December 31, 2008 at a stock price of $23.94 per
share.
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
||||||
Name
|
Fees Earned or
Paid
in Cash
($)
|
Stock
Awards
($)
(1)
|
Option
Awards
($)(2)
|
Non-Equity
Incentive
Plan Compensation
($)
|
Change
in
Pension
Value
and
Nonqualified Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
||||||
Eugene
R. Corasanti
|
$67,500
|
$0
|
$0
|
$0
|
$0
|
$0
|
$67,500
|
||||||
Joseph
J. Corasanti
|
$0
|
$0
|
$0
|
$0
|
$0
|
$0
|
$0
|
||||||
Bruce
F. Daniels
|
$54,000
|
$9,246
|
$8,775
|
$0
|
$0
|
$0
|
$72,021
|
||||||
Jo
Ann Golden
|
$43,500
|
$9,246
|
$8,775
|
$0
|
$0
|
$0
|
$61,521
|
||||||
Stephen
M. Mandia
|
$41,000
|
$9,246
|
$8,775
|
$0
|
$0
|
$0
|
$59,021
|
||||||
William
D. Matthews (3)
|
$24,000
|
$26,285
|
$0
|
$0
|
$0
|
$0
|
$50,285
|
||||||
Stuart
J. Schwartz
|
$40,500
|
$9,246
|
$8,775
|
$0
|
$0
|
$0
|
$58,521
|
||||||
Mark
E. Tryniski
|
$44,500
|
$9,246
|
$8,775
|
$0
|
$0
|
$0
|
$62,521
|
||||||
(1)
|
Amounts
in this column reflect the expense recognized by the Company for
accounting purposes calculated in accordance with FAS 123R with respect to
restricted stock units granted in 2007 and 2008. The
assumptions made in
|
(2)
|
Amounts
in this column reflect the expense recognized by the Company for
accounting purposes calculated in accordance with FAS 123R with respect to
stock options and SARs granted in 2008 and prior years. The assumptions
made in the valuation of these awards are set forth in Note 7,
(“Shareholder’s Equity”), to the Consolidated Financial Statements in Item
15 to the Company’s 2008 Annual Report on Form
10-K.
|
(3)
|
Mr.
Matthews did not stand for re-election at the 2008 Annual
Meeting. Mr. Matthews’ shares became fully vested upon
termination of service because he completed more than one year of service
as a Director.
|
(4)
|
Below
is a summary of the stock options & SARs and RSUs outstanding for
non-employee Directors.
|
Name
|
Option
Awards
Outstanding
(#)
|
Stock
Awards
Outstanding
(#)
|
|
Bruce
F. Daniels
|
9,500
|
1,800
|
|
Jo
Ann Golden
|
9,500
|
1,800
|
|
Stephen
M. Mandia
|
14,000
|
1,800
|
|
Stuart
J. Schwartz
|
9,500
|
1,800
|
|
Mark
E. Tryniski
|
5,000
|
1,800
|
Employee
Name and Position
|
Officer(s)
and/or Director(s) to
whom
Employee is Related
|
Relationship
of Employee to
Officer
|
David Corasanti, Program
Sales Manager, Endosurgery
|
Eugene
R. Corasanti
|
Son
|
Joseph
J. Corasanti
|
Brother
|
|
Alan Rust, Corporate
Distribution Director
|
William
W. Abraham
|
Son-in-law
|
Name
of Beneficial Owner
|
Amount
and Nature
of
Beneficial Ownership
|
Percent
of Class
|
Eugene
R. Corasanti (1)
|
405,468
|
1.33
|
Joseph
J. Corasanti (2)
|
804,043
|
2.64
|
Bruce
F. Daniels (3)
|
6,600
|
*
|
Jo
Ann Golden (4)
|
8,162
|
*
|
David
A. Johnson (5)
|
4,000
|
*
|
Daniel
S. Jonas (6)
|
56,534
|
*
|
Stephen
M. Mandia (7)
|
11,900
|
*
|
Luke
A. Pomilio (8)
|
63,692
|
*
|
Stuart
J. Schwartz (9)
|
7,875
|
*
|
Robert
D. Shallish, Jr. (10)
|
105,755
|
*
|
Mark
E. Tryniski (11)
|
4,100
|
*
|
Directors
and executive officers as a group (15 persons) (12)
|
1,605,038
|
5.28
|
The
Bank of New York Mellon Corporation (13)
One
Wall Street, 31st
Floor
New
York, NY 10286
|
1,714,341
|
5.64
|
Barclays
Global Investors N.A. (14)
400
Howard Street
San
Francisco, CA 94105
|
2,327,362
|
7.66
|
Dimensional
Fund Advisors LP (15)
Palisades
West, Building One
6300
Bee Cave Road
Austin,
TX 78746
|
2,361,138
|
7.77
|
|
Unless
otherwise set forth above, the address of each of the above listed
shareholders is c/o
|
|
CONMED Corporation,
525 French Road, Utica, New York 13502
|
• *
|
Less than
1%.
|
(1)
|
Includes
286,000 options and SARs exercisable within 60 days, and 5,200 RSUs
vesting within 60 days. Also
includes
|
|
8,787
shares owned beneficially by the wife of Eugene R.
Corasanti. Eugene R. Corasanti disclaims beneficial ownership
of these shares.
|
(2)
|
Includes
757,195 options and SARs, exercisable within 60 days, and 10,000 RSUs
vesting within 60 days. Also includes 750 shares owned
beneficially by the wife and 2,100 shares owned beneficially by the
children of Joseph J. Corasanti. Joseph J. Corasanti disclaims
beneficial ownership of these shares. Includes 10,337 shares
pledged as collateral for a loan. Joseph J. Corasanti is the
son of Eugene R. Corasanti.
|
(3)
|
Includes
6,000 options and SARs exercisable within 60 days and 400 RSUs vesting
within 60 days.
|
(4)
|
Includes
6,000 options and SARs exercisable within 60 days and 400 RSUs vesting
within 60 days.
|
(5)
|
Includes
4,000 options and SARs exercisable within 60
days.
|
(6)
|
Includes
52,000 options and SARs exercisable within 60 days, and 1,600 RSUs vested
within 60 days.
|
(7)
|
Includes
10,500 options and SARs exercisable within 60 days and 400 RSUs vesting
within 60 days.
|
(8)
|
Includes
57,000 options and SARs exercisable within 60 days, and 1,600 RSUs vesting
within 60 days.
|
(9)
|
Includes
6,000 options and SARs exercisable within 60 days and 400 RSUs vesting
within 60 days.
|
(10)
|
Includes
87,011 options and SARs exercisable within 60 days, and 1,600 RSUs vesting
within 60 days. Also includes 1,217 shares owned beneficially
by a trust in which Robert D. Shalli |