| Savneet Singh Chief Executive Officer and President |
| | PAR Technology Corporation 8383 Seneca Turnpike New Hartford, NY 13413 |
|
|
Date:
|
| | Monday, June 10, 2019. | |
|
Time:
|
| | 10:00 a.m. (local time). | |
|
Place:
|
| | Turning Stone Resort Casino, Tower Meeting Rooms (Birch Room), 5218 Patrick Road, Verona, New York 13478. | |
|
Record Date:
|
| | April 17, 2019. | |
|
Items of Business:
|
| | To elect the five Director nominees named in the accompanying Proxy Statement to serve until the 2020 Annual Meeting of Stockholders; | |
| | | | To approve, on a non-binding, advisory basis, the compensation of our named executive officers; | |
| | | | To approve, on a non-binding, advisory basis, the frequency of future votes to approve the compensation of our named executive officers; | |
| | | | To approve the Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan, including an increase of 1,000,000 in the number of shares of common stock issuable under the plan; | |
| | | | To ratify the appointment of BDO USA, LLP as our independent auditors for 2019; and | |
| | | | To transact such other business that may properly come before the Annual Meeting or any adjournment or postponement thereof. | |
| | | | ||
| | | | ||
| | | | ||
| Directors | | | | |
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | |
Vote Required
|
| |
Board Recommendations
|
|
You may: (1) vote “For” the Director nominees or (2) “Withhold” authority to vote for any or all Director nominees. Directors will be elected by a plurality of votes cast, which means the five Director nominees receiving the most “For” votes will be elected. Withholding authority to vote for a Director nominee will not prevent the nominee from being elected. Abstentions and broker non-votes will not be counted in evaluating the results of the vote. | | | Board unanimously recommends a “For” all five Director nominees named in this Proxy Statement. | |
Vote Required
|
| |
Board Recommendations
|
|
You may: (1) vote “For”; (2) vote “Against” or (3) “Abstain” from voting. The affirmative vote of a majority of votes cast by holders of shares present or represented by proxy and entitled to vote on this proposal is required to approve, on a non-binding, advisory basis, the compensation of our named executive officers. Abstentions and broker non-votes will not be counted in evaluating the results of the vote. This advisory vote on executive compensation is non-binding on the Board. | | | Board unanimously recommends a vote “For” the approval of the compensation of our named executive officers. | |
Vote Required
|
| |
Board Recommendations
|
|
You may vote for (1) “Every Year”, (2) “Every Two Years”, (3) “Every Three Years”, or (4) “Abstain” from voting. The affirmative vote of a majority of votes cast by holders of shares present or represented by proxy and entitled to vote on this proposal is required to approve the frequency of future votes. For one frequency to be approved, the number of votes cast for that frequency must exceed the aggregate number of votes cast for the other two frequencies. Although the legal voting standard is a majority vote, the Board values the opinions of our stockholders in this matter and, to the extent there is any significant vote in favor of one frequency over the other frequencies, even if less than a majority, the Board will take that into account in making its frequency determination. Abstentions and broker non-votes will not be counted in evaluating the results of the vote. This advisory vote is non-binding on the Board. | | | Board unanimously recommends a vote for “Every Year” as the frequency of future advisory votes to approve the compensation of our named executive officers. | |
Vote Required
|
| |
Board Recommendations
|
|
You may: (1) vote “For”; (2) vote “Against” or (3) “Abstain” from voting. The affirmative vote of a majority of votes cast by holders of shares present or represented by proxy and entitled to vote on this proposal is required to approve the Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan. Under applicable NYSE rules, abstentions will be treated as votes against the proposal. Broker non-votes will not be counted in evaluating the results of the vote. | | | Board unanimously recommends a vote “For” approval of the Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan. | |
Vote Required
|
| |
Board Recommendations
|
|
You may: (1) vote “For”; (2) vote “Against” or (3) “Abstain” from voting. The affirmative vote of a majority of votes cast by holders of shares present or represented by proxy and entitled to vote on this proposal is required to ratify the appointment of BDO USA, LLP as our independent auditors for 2019. Abstentions will not be counted in evaluating the results of the vote. Brokers, banks and other nominees have discretionary authority to vote on this proposal. | | | Board unanimously recommends a vote “For” the ratification of BDO USA, LLP as our independent auditors for 2019. | |
Director
|
| |
Age
|
| |
Director Since
|
| |
Positions and Offices
|
| |
Independent(1)
|
|
Savneet Singh | | |
35
|
| |
2018
|
| | Chief Executive Officer and President of the Company and President of ParTech, Inc. | | |
No(2)
|
|
Douglas G. Rauch | | |
67
|
| |
2017
|
| | | | |
Yes
|
|
Cynthia A. Russo | | |
49
|
| |
2015
|
| | | | |
Yes
|
|
Dr. John W. Sammon
|
| |
80
|
| |
1968
|
| | | | |
No
|
|
Dr. James C. Stoffel | | |
73
|
| |
2017
|
| | | | |
Yes
|
|
Name
|
| |
Audit
Committee(1) |
| |
Compensation
Committee(2) |
| |
Nominating and
Corporate Governance Committee(3) |
|
Douglas G. Rauch | | |
X
|
| |
X
|
| |
Chair
|
|
Cynthia A. Russo | | |
Chair
|
| |
X
|
| |
X
|
|
James C. Stoffel | | |
X
|
| |
Chair
|
| |
X
|
|
Total Meetings in 2018 | | |
8
|
| |
6
|
| |
8
|
|
Name of Beneficial Owner
|
| |
Amount and Nature of
Beneficial Ownership |
| |
Percent of Class
|
| ||||||
Directors | | | | | | | | | | | | | |
Dr. John W. Sammon
|
| | | | 4,657,815(1) | | | | | | 28.66% | | |
Savneet Singh
|
| |
See holdings below
|
| | | | * | | | |||
Douglas G. Rauch
|
| | | | 7,659 | | | | | | * | | |
Cynthia A. Russo
|
| | | | 27,919 | | | | | | * | | |
Dr. James C. Stoffel
|
| | | | 7,659 | | | | | | * | | |
Named Executive Officers | | | | | | | | | | | | | |
Savneet Singh
|
| | | | 25,815 | | | | | | * | | |
Dr. Donald H. Foley
|
| | | | 53,551(2) | | | | | | * | | |
Bryan A. Menar
|
| | | | 16,346(3) | | | | | | * | | |
Matthew R. Cicchinelli
|
| | | | 14,435(4) | | | | | | * | | |
All Directors and current executive officers as a group (7 persons)
|
| | | | 4,757,648 | | | | | | 29.25% | | |
Name and Address of Beneficial Owner
|
| |
Amount and Nature of
Beneficial Ownership |
| |
Percent of Class
|
| ||||||
Dr. John W. Sammon
c/o PAR Technology Corporation 8383 Seneca Turnpike New Hartford, NY 13413-4991 |
| | | | 4,657,815(1) | | | | | | 28.66% | | |
ADW Capital Partners, L.P.
5175 Watson Street NW Washington, DC 20016 |
| | | | 1,623,000(2) | | | | | | 9.99% | | |
Dimensional Fund Advisors LP
Building One 6300 Bee Cave Road Austin, TX 78746 |
| | | | 929,174(3) | | | | | | 5.72% | | |
Edward W. Wedbush
P.O. Box 30014, Los Angeles, CA 90030-0014 |
| | | | 868,114(4) | | | | | | 5.34% | | |
Name of Director(1)
|
| |
Fees Earned
or Paid in Cash ($) |
| |
Stock Awards
($)(2)(3) |
| |
All Other
Compensation ($) |
| |
Total
($) |
| ||||||||||||
Savneet Singh
|
| | | | 25,010 | | | | | | 82,945 | | | | | | — | | | | | | 107,955 | | |
Douglas G. Rauch
|
| | | | 40,000 | | | | | | 75,000 | | | | | | — | | | | | | 115,000 | | |
Cynthia A. Russo
|
| | | | 45,000 | | | | | | 75,000 | | | | | | — | | | | | | 120,000 | | |
Dr. John W. Sammon
|
| | | | 52,500 | | | | | | 75,000 | | | | | | — | | | | | | 127,500 | | |
Dr. James C. Stoffel
|
| | | | 40,000 | | | | | | 75,000 | | | | | | — | | | | | | 115,000 | | |
Named Executive Officers
|
| |
Positions and Offices
|
|
Savneet Singh(1) | | | Effective December 4, 2018, Interim Chief Executive Officer and President of the Company and Interim President of ParTech, Inc. | |
Dr. Donald H. Foley | | | Resigned December 4, 2018, Chief Executive Officer and President of the Company and President of ParTech, Inc. | |
Bryan A. Menar | | | Chief Financial Officer and Vice President of the Company | |
Matthew R. Cicchinelli | | | President of PAR Government Systems Corporation and Rome Research Corporation | |
| | |
Individual Bonus Target – As a Percentage of Individual Base Salary(1)
|
| |||||||||||||||
Name
|
| |
Below Target
(90% of Target) |
| |
At Target
|
| |
Above Target
(120% of Target) |
| |||||||||
Dr. Donald H. Foley
|
| | | | 37.5% | | | | | | 75.0% | | | | | | 112.5% | | |
Bryan A. Menar
|
| | | | 20.0% | | | | | | 40.0% | | | | | | 60.0% | | |
Matthew R. Cicchinelli
|
| | | | 25.0% | | | | | | 50.0% | | | | | | 75.0% | | |
Name
|
| |
Time Vesting
Restricted Stock |
| |
Performance Vesting
Restricted Stock |
| |
Non-Qualified
Stock Options |
| |||||||||
Dr. Donald H. Foley
|
| | | | 1,944 | | | | | | 3,111 | | | | | | 7,333 | | |
Bryan A. Menar
|
| | | | 845 | | | | | | 1,352 | | | | | | 3,188 | | |
Matthew R. Cicchinelli
|
| | | | 845 | | | | | | 1,352 | | | | | | 3,188 | | |
| Less than 85% of the 2018 performance target = forfeiture of the shares of performance-vesting restricted stock eligible to vest for the 2018 performance year | | | 85% of the 2018 performance target = 63% of the shares of performance-vesting restricted stock eligible to vest for the 2018 performance year | | | 100% of the 2018 performance target = 100% of the shares of performance-vesting restricted stock eligible to vest for the 2018 performance year | | | 120% of the 2018 performance target = 150% of the shares of performance-vesting restricted stock eligible to vest for the 2018 performance year (capped at 120%) | |
Name and Principal Position (a) |
| |
Year
(b) |
| |
Salary
($) (c)(1) |
| |
Bonus
($) (d)(2) |
| |
Stock
Awards ($) (e)(3) |
| |
Option
Awards ($) (f)(4) |
| |
Non-Equity
Incentive Plan Compensation ($) (g)(5) |
| |
Non-Qualified
Deferred Compensation Earnings ($) (h) |
| |
All Other
Compensation ($) (i)(6) |
| |
Total
($) (j) |
| ||||||||||||||||||||||||
Savneet Singh
Interim CEO and President (effective December 4, 2018) |
| |
2018
|
| | | | 30,595 | | | | | | — | | | | | | 96,850 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 127,445 | | |
Dr. Donald H. Foley
Former CEO and President (resigned effective December 4, 2018) |
| |
2018
|
| | | | 440,659 | | | | | | — | | | | | | 145,823 | | | | | | 54,209 | | | | | | — | | | | | | — | | | | | | 41,489 | | | | | | 682,180 | | |
|
2017
|
| | | | 249,962 | | | | | | 129,926 | | | | | | 126,904 | | | | | | — | | | | | | 6,269 | | | | | | — | | | | | | 2,066 | | | | | | 515,127 | | | ||
Bryan A. Menar
Chief Financial Officer and Vice President |
| |
2018
|
| | | | 260,169 | | | | | | 32,500 | | | | | | 48,750 | | | | | | 26,250 | | | | | | — | | | | | | — | | | | | | 2,438 | | | | | | 370,107 | | |
|
2017
|
| | | | 250,000 | | | | | | 17,500 | | | | | | 40,050 | | | | | | 152,667 | | | | | | — | | | | | | — | | | | | | 1,718 | | | | | | 461,935 | | | ||
Matthew R. Cicchinelli
PAR Government Systems Corporation and Rome Research Corporation President |
| |
2018
|
| | | | 244,827 | | | | | | 16,768 | | | | | | 48,750 | | | | | | 26,250 | | | | | | 121,750 | | | | | | — | | | | | | 3,031 | | | | | | 461,376 | | |
|
2017
|
| | | | 240,000 | | | | | | 16,090 | | | | | | 44,500 | | | | | | — | | | | | | 105,204 | | | | | | — | | | | | | 2,480 | | | | | | 408,274 | | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||||||||||||||
Name (a) |
| |
Number of
Securities Underlying Unexercised Options Exercisable (#) (b) |
| |
Number of
Securities Underlying Unexercised Options Unexercisable (#) (c) |
| |
Option
Exercise Price ($) (e) |
| |
Option
Expiration Date (f) |
| |
Number of
Shares or Units of Stock That Have Not Vested (#) (g) |
| |
Market
Value of Shares or Units of Stock that Have Not Vested ($) (h) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) (i) |
| |
Equity
Incentive Awards: Market Value of Unearned Shares, Units or Other Rights that Have Not Vest ($)(11) (j) |
| |||||||||||||||||||||
Savneet Singh
|
| | | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | — | | | | | | — | | | | | | 5,000(5) | | | | | | 108,750 | | |
Donald H. Foley
|
| | | | 2,444 | | | | | | 4,889(1) | | | | | | 22.18 | | | |
8/13/28
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | | | | | | | | | | | | | 1,296(6) | | | | | | 28,188 | | | ||
| | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | | | | | | | | | | | | | —(7) | | | | | | — | | | ||
Bryan A. Menar
|
| | | | — | | | | | | 3,188(2) | | | | | $ | 22.18 | | | |
8/13/28
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 10,000 | | | | | | 30,000(3) | | | | | $ | 8.90 | | | |
12/08/27
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 563(6) | | | | | | 12,245 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 1,352(7) | | | | | | 29,406 | | | ||
| | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | — | | | | | | — | | | | | | 750(8) | | | | | | 16,313 | | | ||
| | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | | | | | | | | | | | | | 1,500(9) | | | | | | 32,625 | | | ||
Matthew R. Cicchinelli
|
| | | | — | | | | | | 3,188(2) | | | | | $ | 22.18 | | | |
8/13/28
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2,000(4) | | | | | | — | | | | | $ | 4.80 | | | |
1/9/24
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | — | | | | | | — | | | | | | 563(6) | | | | | | 12,245 | | | ||
| | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | — | | | | | | — | | | | | | 1,352(7) | | | | | | 29,406 | | | ||
| | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | — | | | | | | — | | | | | | 833(8) | | | | | | 18,118 | | | ||
| | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | — | | | | | | — | | | | | | 1,667(9) | | | | | | 36,257 | | | ||
| | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | — | | | | | | — | | | | | | 6,667(10) | | | | | | 145,007 | | |
| | |
December 31,
2016 |
| |
December 31,
2017 |
| |
December 31,
2018 |
| |
April 17, 2019
(with 1,000,000 additional shares) |
| ||||||||||||
Shares reserved for future awards under Current Plan
|
| | | | 781,168 | | | | | | 555,437 | | | | | | 378,194 | | | | | | 1,391,099 | | |
Outstanding, but unexercised stock options
|
| | | | 948,975 | | | | | | 761,141 | | | | | | 677,840 | | | | | | 671,991 | | |
Unvested restricted stock outstanding
|
| | | | 163,329 | | | | | | 158,574 | | | | | | 193,342 | | | | | | 213,342 | | |
Total shares of common stock outstanding
|
| | | | 15,771,345 | | | | | | 15,969,085 | | | | | | 16,171,879 | | | | | | 16,248,125 | | |
Total dilution
|
| | | | 12.01% | | | | | | 9.24% | | | | | | 7.73% | | | | | | 14.01% | | |
Category
|
| |
Shares Subject to Awards Granted (#)
|
| | ||||||||||||||||||||
|
Non-Qualified
Stock Options |
| |
Time-Vesting
Restricted Stock |
| |
Performance Vesting
Restricted Stock |
| |
Total 2018
Grants (%) |
| ||||||||||||||
Non-Employee Directors(1)
|
| | | | — | | | | | | 31,801 | | | | | | — | | | | | | 16.9% | | |
Named Executive Officers(2)
|
| | | | 13,709 | | | | | | 11,224 | | | | | | 10,815 | | | | | | 19.0% | | |
All Other Participating Employees
|
| | | | 90,337 | | | | | | 12,804 | | | | | | 17,010 | | | | | | 64.1% | | |
Total
|
| | | | 104,046 | | | | | | 55,829 | | | | | | 27,825 | | | | | | 100.0% | | |
(Shares are stated in thousands)
|
| |
2016
|
| |
2017
|
| |
2018
|
| |||||||||
Weighted Average Number of Shares of Common Stock Outstanding
|
| | | | 15,675 | | | | | | 15,949 | | | | | | 16,224 | | |
Stock Options Granted
|
| | | | 133 | | | | | | 149 | | | | | | 104 | | |
Restricted Stock Granted
|
| | | | 168 | | | | | | 92 | | | | | | 79 | | |
Adjusted Total(1)
|
| | | | 469 | | | | | | 333 | | | | | | 261 | | |
Granted Stock Options and Restricted Stock Burn Rate
|
| | | | 2.99% | | | | | | 2.09% | | | | | | 1.61% | | |
Vested Stock Options and Restricted Stock
|
| | | | 161 | | | | | | 223 | | | | | | 199 | | |
Vested Stock Options and Restricted Stock Burn Rate
|
| | | | 1.03% | | | | | | 1.40% | | | | | | 1.23% | | |
3-year average (adjusted) Burn Rate 2.22%
|
| | | | | | | | | | | | | | | | | | |
Plan Category
|
| |
Number of Securities
to be issued upon exercise of outstanding options, warrants and rights |
| |
Weighted-Average
exercise price of outstanding options, warrants and rights |
| |
Number of Securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
| |||||||||
| | |
(a)
|
| |
(b)
|
| |
(c)
|
| |||||||||
Equity compensation plans approved by
security holders |
| | | | 617,335 | | | | | $ | 8.03 | | | | | | 378,194* | | |
Equity compensation plans not approved
by security holders |
| | | | — | | | | | | — | | | | | | — | | |
Total
|
| | | | 617,335 | | | | | $ | 8.03 | | | | | | 378,194 | | |
| | |
Fiscal Year Ended
|
| |||||||||
Type of Fees
|
| |
2018
|
| |
2017
|
| ||||||
Audit Fees(1)
|
| | | $ | 716,965 | | | | | $ | 699,151 | | |
Audit-Related Fees
|
| | | | | | | | | | | | |
Tax Fees
|
| | | | | | | | | | | | |
All Other Fees
|
| | | | | | | | | | | | |
Total:
|
| | | $ | 716,965 | | | | | $ | 699,151 | | |