UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. 1)
Filed by the Registrant x Filed by a Party other than the Registrant ¨
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| ¨ | Preliminary Proxy Statement | |
| ¨ | Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)) | |
| ¨ | Definitive Proxy Statement | |
| x | Definitive Additional Materials | |
| ¨ | Soliciting Material Pursuant to § 240.14a-12 | |
EAGLE MATERIALS INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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3811 Turtle Creek Blvd, Suite 1100
Dallas, Texas 75219-4487
These materials amend and supplement our definitive proxy statement filed with the Securities and Exchange Commission on June 21, 2013 (the “Proxy Statement”) relating to the Annual Meeting of Stockholders of Eagle Materials Inc. (the “Annual Meeting”), to be held at 8:00 a.m., local time, on Wednesday, August 7, 2013, at Arlington Hall at Lee Park, 3333 Turtle Creek Blvd., Dallas, Texas 75219.
In the Summary Compensation Table on page 35 of the Proxy Statement, the aggregate amount shown under the column “Non-Equity Incentive Plan Compensation” for Mr. Rowley for the fiscal year ended March 31, 2013 (“Fiscal 2013”) inadvertently omitted the Fiscal 2013 cash award in the amount of $520,000 that he was awarded under the Eagle Materials Inc. Long-Term Cash Compensation Program for Fiscal 2013 (the “Rowley 2013 Long-Term Cash Award”). Under the terms of the award, this amount is payable ratably over five years. Despite this omission, the total amount of compensation earned by or paid to Mr. Rowley for Fiscal 2013 shown in the Summary Compensation Table (under the column “Total”) is accurate, and includes the amount of the Rowley 2013 Long-Term Cash Award. In addition, the Rowley 2013 Long-Term Cash Award is accurately disclosed (i) on page 36 of the Proxy Statement in footnote 5 to the Summary Compensation Table, which is the footnote that provides additional information with regard to amounts disclosed under the column “Non-Equity Incentive Plan Compensation,” (ii) on page 32 of the Proxy Statement in the table that discloses cash awards made for Fiscal 2013 under the Eagle Materials Inc. Long-Term Cash Compensation Program, and (iii) on page 37 of the Proxy Statement in the Grants of Plan Based Awards Table. The omission of the Rowley 2013 Long-Term Cash Award from the amounts awarded to Mr. Rowley for Fiscal 2013 in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table has no effect on any other amounts disclosed in the Summary Compensation Table or elsewhere in the Proxy Statement.
The Summary Compensation Table presented below replaces the Summary Compensation Table on page 35 of the original Proxy Statement. The sole change made to the amended Summary Compensation Table is to increase the amount set forth under the column “Non-Equity Incentive Plan Compensation” for Mr. Rowley for Fiscal 2013 by $520,000 to $1,238,131. For reference purposes, the footnotes to the Summary Compensation Table, which have not been amended or supplemented, are also reproduced below.
All information set forth in the Proxy Statement, as supplemented by the information above, should be considered in casting your vote by proxy or at the Annual Meeting.
The date of these materials is July 10, 2013.
The following table summarizes all fiscal 2011, 2012 and 2013 compensation earned by or paid to our Named Executive Officers, who consist of our Chief Executive Officer, our Chief Financial Officer and the three most highly compensated executive officers (other than the Chief Executive Officer and Chief Financial Officer) who were serving as executive officers at fiscal year-end.
| Name and Principal Position |
Fiscal Year Ended March 31, |
Salary(1) ($) |
Bonus(2) ($) |
Stock Awards(3) ($) |
Option Awards(4) ($) |
Non-Equity Incentive Plan Compensa-tion(5) ($) |
Change in Pension Value and Nonquali- fied Deferred Compensa- tion Earnings ($) |
All
Other Compen- sation(6) ($) |
Total ($) |
|||||||||||||||||||||||||||
| Steven R. Rowley, |
2013 | $ | 860,000 | $ | 281,869 | $ | 520,000 | $ | 1,560,000 | $ | 1,238,131 | — | $ | 125,656 | $ | 4,585,656 | ||||||||||||||||||||
| President and Chief Executive Officer |
|
2012 2011 |
|
|
860,000 820,000 |
|
|
— — |
|
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2,850,000 1,439,638 |
|
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950,000 131,125 |
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334,130 294,944 |
|
|
— — |
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88,546 66,399 |
|
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5,082,676 2,752,106 |
| |||||||||
| D. Craig Kesler, |
2013 | 300,000 | 50,000 | 138,750 | 416,250 | 426,002 | — | 43,844 | 1,374,846 | |||||||||||||||||||||||||||
| Executive Vice President —Finance and Administration & CFO |
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2012 2011 |
|
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275,000 256,250 |
|
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— — |
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825,000 468,291 |
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275,000 34,818 |
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133,652 110,604 |
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|
— — |
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30,627 24,138 |
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1,539,279 894,101 |
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| Gerald J. Essl, |
2013 | 350,000 | 100,000 | 150,000 | 450,000 | 408,402 | — | 49,815 | 1,508,217 | |||||||||||||||||||||||||||
| Executive Vice President — Cement/Aggregates and Concrete |
|
2012 2011 |
|
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350,000 333,125 |
|
|
— — |
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918,750 496,768 |
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306,250 43,708 |
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212,693 209,460 |
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— — |
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35,296 27,590 |
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1,822,989 1,110,652 |
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| David B. Powers, |
2013 | 350,000 | — | 150,000 | 450,000 | 463,921 | — | 46,603 | 1,460,524 | |||||||||||||||||||||||||||
| Executive Vice President — Gypsum |
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2012 2011 |
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350,000 333,125 |
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48,000 78,349 |
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918,750 496,768 |
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306,250 43,708 |
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26,208 5,545 |
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— — |
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33,563 27,257 |
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1,682,771 984,752 |
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| James H. Graass, |
2013 | 350,000 | 50,000 | 138,750 | 416,250 | 426,002 | — | 48,895 | 1,429,897 | |||||||||||||||||||||||||||
| Executive Vice President, General Counsel and Secretary |
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2012 2011 |
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350,000 333,125 |
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— — |
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862,500 477,784 |
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287,500 37,782 |
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133,952 110,604 |
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— — |
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35,688 29,001 |
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1,669,340 988,296 |
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| (1) | Includes amounts deferred on a pre-tax or after-tax basis at the election of the executive under our PSRP, which is described in greater detail under “Profit Sharing and Retirement Plan” on page 32 of this proxy statement. |
| (2) | The amounts in this column represent payments to the Named Executive Officer under the Company’s Special Situation Program for the applicable fiscal year. |
| (3) | The amounts in this column reflect the value of RSU awards and restricted stock awards made to the Named Executive Officer in each of the fiscal years presented and are consistent with the grant date fair value of the award computed in accordance with FASB ASC Topic 718. For assumptions used in determining these values, refer to (a) footnote (J) to the Company’s audited financial statements for the fiscal year ended March 31, 2013 included in the Fiscal 2013 Form 10-K; (b) footnote (I) to the Company’s audited financial statements for the fiscal year ended March 31, 2012 included in the Fiscal 2012 Form 10-K; and (c) footnote (I) to the Company’s audited financial statements for the fiscal year ended March 31, 2011 included in the Company’s Annual Report on Form 10-K filed with the SEC on May 26, 2011, or “Fiscal 2011 Form 10-K.” A portion of the amounts in this column for fiscal 2011 assumes the achievement of less than the highest level of performance conditions. The following table reflects the amounts assuming the highest level of performance conditions (i.e., the maximum amounts payable): |
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Value at Highest Level of Performance (Fiscal 2011)
| Name |
Hold To Retirement Restricted Stock(1) |
Restricted
Stock Units(2) |
Total | |||||||||
| Steven R. Rowley |
$ | 1,012,490 | $ | 1,708,594 | $ | 2,721,084 | ||||||
| D. Craig Kesler |
354,386 | 455,625 | 810,011 | |||||||||
| Gerald J. Essl |
354,386 | 569,532 | 923,917 | |||||||||
| David B. Powers |
354,386 | 569,532 | 923,917 | |||||||||
| James H. Graass |
354,386 | 493,594 | 847,979 | |||||||||
| (1) | The amount in the Summary Compensation Table column assumes the achievement of the highest level of performance conditions. |
| (2) | The amount in the Summary Compensation Table column assumes the achievement of less than the highest level of performance conditions with respect to this award. The fiscal 2011 awards to Messrs. Rowley, Kesler and Graass vested at 75.1%, the award to Mr. Powers vested at 62.5%, and the award to Mr. Essl vested at 85.96%. The unvested portion was forfeited. |
| (4) | The amounts in this column reflect the value of option awards made to the Named Executive Officer in each of the fiscal years presented and are consistent with the grant date fair value of the award computed in accordance with FASB ASC Topic 718. For assumptions used in determining these values, refer to (a) footnote (J) to the Company’s audited financial statements for the fiscal year ended March 31, 2013 included in the Fiscal 2013 Form 10-K; (b) footnote (I) to the Company’s audited financial statements for the fiscal year ended March 31, 2012 included in the Fiscal 2012 Form 10-K; and (c) footnote (I) to the Company’s audited financial statements for the fiscal year ended March 31, 2011 included in the Fiscal 2011 Form 10-K. The amounts in this column for fiscal 2011 assume the achievement of less than the highest level of performance conditions; the amounts assuming the highest level of performance conditions would be as follows: Mr. Rowley – $524,500; Mr. Kesler – $139,274; Mr. Essl – $174,833; Mr. Powers – $174,833; and Mr. Graass – $151,127. The fiscal 2011 awards to Messrs. Rowley, Kesler and Graass vested at 75.1%, the award to Mr. Powers vested at 62.5%, and the award to Mr. Essl vested at 85.96%. The unvested portion was forfeited. |
| (5) | The amounts in this column represent payments to the Named Executive Officer under the applicable annual incentive compensation program for the applicable fiscal year. For fiscal 2013, the amounts also include the following awards to the Named Executive Officer under the Eagle Materials Inc. Long-Term Cash Compensation Program for Fiscal 2013, which are payable ratably to the Named Executive Officer over 5 years and are described in greater detail under “Cash Awards” on page 31 of this proxy statement: Mr. Rowley—$520,000; Mr. Kesler – $138,750; Mr. Essl—$150,000; Mr. Powers—$150,000; and Mr. Graass—$138,750. The amounts in this column do not reflect any dividend equivalent units which are accrued by or paid to holders of our RSUs at any time we pay a cash dividend on our Common Stock (see footnote 6 below). |
| (6) | The amounts shown in this column represent: (1) Company profit sharing contributions to the account of the Named Executive Officer under our PSRP; (2) Company contributions to the account of the Named Executive Officer under our SERP; (3) premium costs to the Company of life insurance policies obtained by the Company in connection with our SCP; (4) wellness awards; and (5) dividend equivalent RSUs. The PSRP is described in greater detail under “Profit Sharing and Retirement Plan” on page 32 of this proxy statement. During fiscal 2013, the Named Executive Officers each received $25,000 in employer profit sharing contributions with respect to the PSRP. The SERP is described in greater detail under “SERP” on page 33 of this proxy statement. During fiscal 2013, the Named Executive Officers received the following employer contributions with respect to the SERP: Mr. Rowley – $61,000; Mr. Kesler – $4,375; Mr. Essl – $10,000; Mr. Powers – $10,000; and Mr. Graass – $10,000. The SCP is described in greater detail under “Salary Continuation Plan” on page 33 of this proxy statement. During fiscal 2013, the Company paid premium costs in the following amounts for life insurance policies obtained under the SCP with respect to the Named Executive Officers: Mr. Rowley – $5,274; Mr. Kesler – $5,274; Mr. Essl – $1,688; Mr. Powers – $1,938; and Mr. Graass – $3,967. For fiscal 2013, the amounts in this column also include the value of Common Stock paid during such fiscal year for dividend equivalent units. Dividend equivalent units are credited as additional RSUs to holders of our earned RSUs at any time we pay a cash dividend on our Common Stock. The value of the dividend equivalent units is not reflected in the “Stock Awards” column. In fiscal 2013, the Named Executive Officers were paid Common Stock for dividend equivalent units valued as follows: Mr. Rowley – $34,382; Mr. Kesler – $9,195; Mr. Essl – $13,127; Mr. Powers – $9,529; and Mr. Graass – $9,928. See footnote (1) to the “Option Exercises and Stock Vested” table on page 41 of this proxy statement. |
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