·
|
to
re-elect three Class III directors to serve until the 2010 Annual
Meeting
of Stockholders; and
|
·
|
to
ratify the appointment of KBA Group LLP as our independent auditors
for
the year ending December 31, 2007.
|
Proxy
Statement
|
1
|
|
Proposal
No. 1 - Election of Directors
|
6
|
|
Corporate
Governance
|
8
|
|
Certain
Relationships and Related Party Transactions
|
9
|
|
Board
Structure and Committee Membership
|
9
|
|
Director
Nomination Process
|
14
|
|
Compensation
Discussion and Analysis
|
17
|
|
Compensation
Committee Report
|
27
|
|
Executive
Compensation
|
28
|
|
Director
Compensation
|
33
|
|
Common
Stock Ownership of Certain Beneficial Owners, Directors and Executive
Officers
|
36
|
|
Proposal
No. 2 - Ratification of Independent Registered Public Accounting
Firm
|
38
|
|
Audit
Committee Report
|
38
|
|
Additional
Information
|
40
|
·
|
Stockholder
of Record
-
If your shares are registered directly in your name with Adams Golf’s
transfer agent, The Bank of New York, you are the record stockholder
of
those shares and these proxy materials are being sent directly to
you by
Adams Golf. As the stockholder of record, you have the right to grant
your
voting proxy directly to Adams Golf or to vote in person at the
meeting.
|
·
|
Beneficial
Owner
-
If your shares are held in a stock brokerage account, by a bank,
trustee,
or other nominee, you are considered to be the beneficial owner of
shares
held in street name and these proxy materials are being forwarded
to you
by your broker, trustee, or nominee who is considered the record
stockholder of those shares. As the beneficial owner, you have the
right
to direct your broker, trustee or nominee on how to vote and are
also
invited to attend the meeting. However, since you are not the stockholder
of record, you many not vote these shares in person at the meeting.
Your
broker, trustee, or nominee is obligated to provide you with a voting
instruction card for your use.
|
Proposal
|
The
Board’s Voting Recommendation
|
|
1.
The Election of Three Director Nominees
|
“FOR”
Each
nominee to the Board
|
|
2.
Ratification of Independent Registered Public Accounting
Firm
|
“FOR”
Ratification
of the Independent Registered Public Accounting
Firm
|
·
|
by
sending a written notice of revocation to the Secretary of the Company
that is received prior to the Meeting, stating that you revoke your
proxy;
|
·
|
by
signing a later-dated proxy card and submitting it so that it is
received
prior to the Meeting in accordance with the instructions included
in the
proxy card; or
|
·
|
by
attending the Meeting and voting your shares in
person.
|
Name
and Principal Occupation
|
Age
|
Director
Class
(Terms)
|
Director
Since
|
Other
Directorships
|
||||
B.H.
(Barney) Adams
Chairman
of the Board of the
Company
|
68
|
Class
III
(Exp.
2010)
|
1987
|
n/a
|
||||
Paul
F. Brown Jr.
Vice
President, Finance
and
Chief Financial Officer
of
Royal Holding Company, Inc.
|
60
|
Class
III
(Exp.
2010)
|
1995
|
n/a
|
||||
Mark
R. Mulvoy
Retired
Editor of Sports
Illustrated
|
65
|
Class
III
(Exp.
2010)
|
1998
|
n/a
|
Name
and Principal Occupation
|
Age
|
Director
Class
(Term)
|
Director
Since
|
Other
Directorships
|
||||
Oliver
G. (Chip) Brewer III
President
and Chief Executive
Officer
of the Company
|
43
|
Class
II
(Exp.
2009)
|
2000
|
n/a
|
||||
Russell
L. Fleischer
Executive
in Residence
Golden
Gate Capital
|
39
|
Class
II
(Exp.
2009)
|
2005
|
n/a
|
||||
Stephen
R. Patchin
President
and Chief Executive
Officer
of Royal Oil and
Gas
Corp.
|
48
|
Class
I
(Exp.
2008)
|
1993
|
n/a
|
||||
Robert
D. Rogers
Retired
President, Chief
Executive
Officer and
Chairman
of the Board
of
Texas Industries, Inc.
|
70
|
Class
I
(Exp.
2008)
|
2004
|
Texas
Industries, Inc.
Con-Way,
Inc.
|
·
|
spam
|
·
|
junk
mail and mass mailings
|
·
|
product
inquiries and suggestions
|
·
|
resumes
and other forms of job inquiries
|
·
|
surveys
|
·
|
business
solicitation or advertisements
|
Director
|
Audit
Committee
|
Compensation
Committee
|
Independent
Director
(1)
|
|||
B.H.
(Barney) Adams
|
||||||
Paul
F. Brown Jr.
|
||||||
Russell
L. Fleischer
|
X
|
X
|
||||
Mark
R. Mulvoy
|
X
|
X
|
||||
Stephen
R. Patchin
|
X
|
|||||
Robert
D. Rogers
|
X
|
X
|
||||
Oliver
G. (Chip) Brewer III
|
||||||
Fiscal
2006 Meetings
|
4
|
2
|
·
|
Reviews
the annual audited and quarterly consolidated financial
statements;
|
·
|
Reviews
the Company’s financial reporting process and disclosure and internal
controls and procedures, including major issues regarding accounting
principles and financial statement presentation, and critical accounting
policies to be used in the consolidated financial
statements;
|
·
|
Appoints,
oversees and approves compensation of the independent
auditor;
|
·
|
Reviews
with the independent auditor the scope of the annual audit, including
fees
and staffing, and approves all audit and permitted non-audit services
provided by the auditor;
|
·
|
Reviews
findings and recommendations of the independent auditor and management’s
response to the recommendations of the independent auditor;
and
|
·
|
Discusses
policies with respect to risk assessment and risk management, the
Company’s major risk exposures, and the steps management has taken to
monitor and mitigate such
exposures.
|
·
|
to
adopt, review and refine the Company’s executive compensation philosophy
and guiding principles that reflect Adams Golf’s mission, values and
long-term strategic objectives;
|
·
|
to
administer Adams Golf’s executive compensation program in a manner that
furthers Adams Golf’s strategic goals and serves the interest of our
stockholders;
|
·
|
to
establish compensation-related performance objectives for executive
officers that support our strategic
plan;
|
·
|
to
evaluate the job performance of the Chief Executive Officer in light
of
those goals and objectives;
|
·
|
to
determine the total compensation levels of the senior executive officers
and to allocate total compensation among the various components of
executive pay;
|
·
|
to
make recommendations to the Board of Directors regarding incentive
and
equity-based compensation plans;
and
|
·
|
to
recommend to the Board the compensation arrangements with non-employee
directors.
|
·
|
financial
reports on year-to-date performance versus budget and compared to
prior
year performance;
|
·
|
calculations
and reports on levels of achievement of individual and corporate
performance objectives;
|
·
|
information
on the executive officers’ stock ownership and option
holdings;
|
·
|
evaluating
employee performance;
|
·
|
establishing
business performance targets and
objectives;
|
·
|
recommending
salary levels and option awards;
and
|
·
|
preparing
meeting information for each Compensation Committee
meeting.
|
·
|
background
information regarding Adams Golf’s strategic
objectives
|
·
|
his
evaluation of the performance of the senior executive officers;
and
|
·
|
compensation
recommendations as to senior executive officers other than
himself.
|
Name
|
Age
|
Position
|
||
Oliver
G. (Chip) Brewer III
|
43
|
President
and Chief Executive Officer
|
||
Eric
T. Logan
|
41
|
Senior
Vice President and Chief Financial
Officer
|
·
|
the
members and role of our Compensation
Committee;
|
·
|
our
compensation-setting process;
|
·
|
our
compensation philosophy and policies regarding executive
compensation;
|
·
|
the
components of our executive compensation program;
and
|
·
|
our
compensation decisions for fiscal year 2006 and the first quarter
of
fiscal 2007.
|
·
|
Adams
Golf products to be launched in the fiscal
year;
|
·
|
the
competitive environment;
|
·
|
targeted
revenue growth rates;
|
·
|
targeted
profitability rates;
|
·
|
investments
in the current fiscal year, including, but not limited to, personnel,
marketing, tour pro investment and capital
expenditures;
|
·
|
customer
concentration and channel mix changes;
and
|
·
|
market
share data by product category.
|
·
|
revenue
growth versus business plan for the current fiscal
year;
|
·
|
profitability
versus business plan for the current fiscal year;
and
|
·
|
prudent
investments to build the Adams Golf brand and to focus on long-term
growth
and the health of the company.
|
·
|
A
substantial portion of senior executive compensation is contingent
on, and
variable with, achievement of objective corporate and/or individual
performance goals. A substantial majority of the variable or bonus-related
component of compensation is determined by corporate revenue growth
and
profitability metrics. We believe that linking the payment of bonuses
to
our senior executives to the achievement of our most significant
financial
performance measures as noted above aligns the objectives of our
executive
officers with the interests of our
stockholders.
|
·
|
We
believe that equity ownership by our senior executives aligns their
long-term incentives with those of Adams Golf’s
stockholders.
|
·
|
revenue
growth versus plan for the current fiscal
year;
|
·
|
profitability
versus plan for the current fiscal year;
and
|
·
|
prudent
investments to build the Adams Golf brand and to focus on long-term
growth
and the health of the company.
|
·
|
The
term of the grant does not exceed 10
years;
|
·
|
The
grant prices of future option grants will not be less than the market
price on the date of grant;
|
·
|
Grants
do not include “reload” provisions;
and
|
·
|
Options
generally vest 25% per year over four years beginning with the first
anniversary of the date of grant. In some instances we have used
six-month
and one-year option vesting
periods.
|
·
|
Stock
options align the interests of executives with those of the stockholders,
support a pay-for-performance culture, foster employee stock ownership,
and focus the management team on increasing value for the
stockholders.
|
·
|
All
of the value received by the recipient from a stock option is based
on the
growth of the stock price above the exercise
price.
|
·
|
Stock
options help to provide a balance to the overall compensation program;
our
annual bonus incentive program focuses on the achievement of annual
performance targets; the four-year vesting period for stock option
awards
creates incentives for increases in stockholder value over a longer
term.
|
·
|
The
vesting period encourages executive retention and the preservation
of
stockholder value.
|
·
|
Life
Insurance & Accidental Death & Dismemberment Coverage: We pay 100%
of the premium for both term life insurance and accidental death
and
dismemberment coverage, equal to two times the Officer’s base salary. This
benefit is available to all
employees.
|
·
|
Supplemental
Life Insurance: Supplemental life insurance benefits are provided
to the
Officers and to all other employees. The Officers and employees must
pay
for any supplemental insurance coverage they decide to
buy.
|
·
|
Short-term
and Long-term Disability: We pay 100% of the premium cost for these
benefit programs for Officers and all other employees. The short-term
disability program provides income replacement at 67% of base pay
level
for up to 13 weeks of recovery. Upon expiration of the 13 week short-term
disability period, the long-term disability program provides income
replacement at 60% of base pay level, up to a maximum of $6,000 per
month,
until age 65 or recovery per the terms and conditions of the
program.
|
·
|
For
fiscal year 2007, the base salary levels for all Officers will remain
the
same as fiscal year 2006 levels. The base salary level for the President
and CEO, Chip Brewer is governed by his employment agreement, which
did
not dictate an increase in base salary for
2007.
|
·
|
In
2006, the President and CEO, Chip Brewer and the CFO, Eric Logan
were paid
their targeted incentive bonuses, as Adams Golf achieved its 2006
Annual
Plan revenue and EBITDA targets.
|
·
|
We
believe in a “pay-for-performance”
culture;
|
·
|
Compensation
decisions should promote the interests of long-term stockholders;
and
|
·
|
Compensation
should be reasonable and
responsible.
|
Name
|
Title
|
2007
Base Salary
|
2006
Base Salary
|
|||||||
Oliver
G. (Chip) Brewer III
|
President
and CEO
|
$
|
400,000
|
$
|
400,000
|
|||||
Eric
T. Logan
|
Senior
Vice President and CFO
|
200,000
|
200,000
|
·
|
our
compensation philosophy and guiding principles described
above;
|
·
|
the
experience and industry knowledge of the Officers and the quality
and
effectiveness of their leadership at the
Company;
|
·
|
all
of the components of executive compensation, including base salary,
incentive compensation, stock options, and benefits and
perquisites;
|
·
|
the
mix of performance pay to total compensation;
and
|
·
|
internal
pay equity among Adams Golf’s senior
executives.
|
Bonus
as Percentage (%) of Salary (1)
|
|||||||||||||
Name
|
Title
|
Threshold
|
Target
|
Stretch
|
|||||||||
Oliver
G. (Chip) Brewer III
|
President
and CEO
|
—
|
100
|
%
|
—
|
||||||||
Eric
T. Logan
|
Senior
Vice President and CFO
|
—
|
50
|
%
|
—
|
Name
|
No.
of Shares Underlying Unvested Options (#)
|
Unrealized
Value of Unvested Options ($)
|
|||||
Oliver
G. (Chip) Brewer III
|
300,113
|
$
|
414,156
|
||||
Eric
T. Logan
|
200,000
|
215,500
|
·
|
Management
has consistently led Adams Golf to increasing levels of profitability
and
revenue growth in recent years.
|
·
|
Management’s
compensation as compared to the compensation of executives at peer
list
companies studied in the past.
|
·
|
The
stockholder return performance of Adams Golf over the past five years
has
significantly outpaced the performance of companies in Adams Golf’s peer
group.
|
·
|
The
compensation program for Officers and other key employees has generally
achieved the goals of retaining and attracting talented management
members
who can and have helped us return the company to
profitability.
|
·
|
The
grant date of stock options is always the date of approval of the
grants
(or a specified later date if for any reason the grant is approved
during
a time when Adams Golf is in possession of material, non-public
information).
|
·
|
The
exercise price is the closing price of the underlying common stock
on the
grant date for those stock options that may be granted in the
future.
|
Name
and
Principal
Position
|
Salary
|
Bonus
|
Stock
Option
Awards
|
All
Other
Compensation
|
Total
Fiscal
Year 2006
|
||||||||||||
Oliver
G. (Chip) Brewer III
President
and Chief
Executive
Officer
|
$
|
400,000
|
$
|
325,000
|
—
|
$
|
61,172
|
(1)
|
|
$
|
786,172
|
||||||
Eric
T. Logan
Senior
Vice President and
Chief
Financial Officer
|
200,000
|
100,000
|
—
|
15,994
|
(2)
|
|
315,994
|
(1)
|
Includes
$24,686 of automobile expenses; $900 for Group Term Life insurance
premiums; $9,683 for health and welfare benefits;
$3,307 of non-reimbursed business expenses; $16,952 for country club
memberships and $5,643 of 401k matching contributions.
|
(2)
|
Includes
$420 for Group Term Life insurance premiums; $9,455 for health and
welfare
benefits; and $6,119 of 401k matching
contributions.
|
Estimated
Future Payouts Under
Non-Equity
Incentive Plan Awards
|
All
Other
Option
Awards:
Number
of
Securities
|
Exercise
or
Base
Price
of
|
|||||||||||||||||
Name
|
Grant
Date
|
Threshold
|
Target
|
Maximum
|
Underlying
Options
|
Option
Awards
|
|||||||||||||
Oliver
G. (Chip) Brewer III
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||
Eric
T. Logan
|
—
|
—
|
—
|
—
|
—
|
—
|
Name
|
Grant
Date
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
|||||||||||
Oliver
G. (Chip) Brewer III
|
1/16/2002
|
975,000
|
—
|
$
|
0.01
|
1/16/2012
|
||||||||||
2/14/2003
|
389,897
|
—
|
0.01
|
2/14/2013
|
||||||||||||
7/31/2003
|
479,110
|
—
|
0.01
|
7/31/2013
|
||||||||||||
1/15/2004
|
266,775
|
—
|
0.01
|
1/15/2014
|
||||||||||||
1/6/2005
|
272,861
|
600,226
|
0.01
|
1/6/2015
|
||||||||||||
Eric
T. Logan
|
10/24/2003
|
25,000
|
25,000
|
0.01
|
10/24/2013
|
|||||||||||
11/8/2004
|
62,500
|
125,000
|
0.01
|
11/8/2014
|
||||||||||||
1/1/2005
|
25,000
|
75,000
|
0.01
|
1/1/2015
|
Executive
Benefits
and
Payments
Upon
Separation
|
For
Cause
Termination
on
12/31/06
|
Resignation
Without
Good
Reason
on
12/31/06
|
Without
Cause
Termination
on
12/31/06
|
Involuntary
For
Good
Reason
Termination
(Change-in-
Control)
on
12/31/06
|
Disability
on
12/31/06
|
Death
on
12/31/06
|
|||||||||||||
Compensation:
|
|||||||||||||||||||
Base
Salary
|
—
|
(1)
|
—
|
(1)
|
$
|
400,000
|
(1)
|
$
|
400,000
|
(1)
|
$
|
400,000
|
(2)
|
$
|
400,000
|
(1)
|
|||
Expenses
|
—
|
(3)
|
—
|
(3)
|
—
|
(3)
|
—
|
(3)
|
—
|
—
|
(3)
|
||||||||
Stock
Options
|
—
|
—
|
414,156
|
(4)
|
414,156
|
(4)
|
|||||||||||||
Performance
Bonus
|
—
|
—
|
400,000
|
400,000
|
400,000
|
—
|
|||||||||||||
Long
Term Incentive
Plan
|
—
|
—
|
1,000,000
|
(5)
|
1,000,000
|
(5)
|
—
|
—
|
|||||||||||
Benefits
& Perquisites:
|
|||||||||||||||||||
Health
and Welfare
Plans
|
—
|
(6)
|
—
|
(6)
|
39,018
|
(7)
|
39,018
|
(7)
|
—
|
—
|
|||||||||
Life
Insurance
Benefits
|
—
|
(6)
|
—
|
(6)
|
900
|
(8)
|
900
|
(8)
|
—
|
—
|
(1)
|
An
additional sum equal to accrued but unpaid base salary would also
be
payable to Mr. Brewer
|
(2)
|
Reflects
the total amount to be paid to Mr. Brewer including any Social Security
proceeds and disability payments.
|
(3)
|
An
additional sum equal to accrued but unpaid business expenses would
also be
payable to Mr. Brewer.
|
(4)
|
Per
Mr. Brewer’s employment agreement, these options would be pro-rated for
the months in service for the calendar year. The amount reflected
in the
table above assumes a full year of
service.
|
(5)
|
If
EBITDA achieved by the Company accumulates to greater than a targeted
level over the term of Mr. Brewer’s employment agreement, Mr. Brewer would
receive an additional payment equal to $0.05 for each dollar over
the
EBITDA target.
|
(6)
|
An
additional sum equal to accrued but unpaid health and welfare plan
and
life insurance plan benefits.
|
(7)
|
Reflects
the estimated lump-sum present value of all future costs which will
be
paid on behalf of Mr. Brewer under the Company’s health and welfare and
employee benefit plans.
|
(8)
|
Reflects
the estimated lump-sum present value of the cost of coverage for
life
insurance policies provided by the Company to Mr.
Brewer.
|
Executive
Benefits
and
Payments
Upon
Separation
|
For
Cause
Termination
on
12/31/06
|
Resignation
Without
Good
Reason
on
12/31/06
|
Without
Cause
Termination
on
12/31/06
|
Involuntary
For
Good
Reason
Termination
(Change-in-
Control)
on
12/31/06
|
Disability
on
12/31/06
|
Death
on
12/31/06
|
|||||||||||||
Compensation:
|
|||||||||||||||||||
Base
Salary
|
n/a
|
(1)
|
n/a
|
(1)
|
n/a
|
(1)
|
$
|
$
150,000
|
(1)
|
n/a
|
n/a
|
||||||||
Stock
Options
|
n/a
|
n/a
|
n/a
|
249,250
|
n/a
|
n/a
|
|||||||||||||
Benefits
& Perquisites:
|
|||||||||||||||||||
Health
and Welfare Plans
(2)
|
n/a
|
n/a
|
n/a
|
10,919
|
n/a
|
n/a
|
|||||||||||||
Life
Insurance
Benefits
(3)
|
n/a
|
n/a
|
n/a
|
210
|
n/a
|
n/a
|
(1)
|
An
additional sum equal to accrued but unpaid base salary would also
be
payable to Mr. Logan.
|
(2)
|
Reflects
the estimated lump-sum present value of all future costs which will
be
paid on behalf of Mr. Logan under the Company’s health and welfare benefit
plans.
|
(3)
|
Reflects
the estimated lump-sum present value of the cost of coverage for
life
insurance policies provided by the Company to Mr.
Logan.
|
Option
Awards
|
|||||||
Name
|
Number
of
Shares
Acquired
or
Exercised
|
Value
Realized
on
Exercise
|
|||||
Oliver
G. (Chip) Brewer III
|
699,712
|
$
|
972,232
|
||||
Eric
T. Logan
|
112,500
|
154,463
|
2006
|
||||
Annual
Cash Retainer (1)
|
$
|
20,000
|
||
Attendance
Fee per Meeting (2)
|
1,000
|
|||
Committee
Stipends (3):
|
||||
Audit
Committee Chair
|
4,000
|
|||
Compensation
Committee Chair
|
4,000
|
|||
Adams
Golf Annual Product Allowance (4)
|
1,000
|
(1)
|
Each
non-employee director who serves as a member of the Board of Directors
for
at least one month of each quarter receives a quarterly director
fee of
$5,000.
|
(2)
|
Each
non-employee director who serves as a member of the Board of Directors
for
at least one month of each quarter receives $1,000 per meeting attended
in
person or by telephone. We reimburse our directors for travel and
lodging
expenses that they incur in connection with their attendance of directors’
meetings and meetings of stockholders of the Company.
|
(3)
|
Each
non-employee director serving as chairperson of any committee of
the Board
receives an additional $1,000 per quarter provided such person serves
in
such capacity for at least one month during that
quarter.
|
(4)
|
Our
non-employee directors are also entitled to receive, at no charge,
up to
$1,000 of Adams Golf products annually for promotional
purposes.
|
Director
Compensation for Fiscal 2006
|
|||||||||||||||||||
Name
|
Fees
Earned
or
Paid
In
Cash
|
Option
Awards
|
Other
|
Total
Compensation
|
|||||||||||||||
B.H.
(Barney) Adams
|
—
|
—
|
$
|
421,698
|
(1)
|
|
$
|
421,698
|
|||||||||||
Paul
F. Brown Jr.
|
$
|
25,000
|
—
|
2,347
|
(2)
|
|
27,347
|
||||||||||||
Russell
L. Fleischer
|
27,000
|
$
|
43,445
|
(3)
|
108
|
(2)
|
|
70,553
|
|||||||||||
Mark
R. Mulvoy
|
25,000
|
—
|
2,332
|
(2)
|
|
27,332
|
|||||||||||||
Stephen
R. Patchin
|
29,000
|
—
|
—
|
29,000
|
|||||||||||||||
Robert
D. Rogers
|
27,000
|
—
|
—
|
27,000
|
(1)
|
Includes
$254,400 in salary, $120,000 in bonus pay, $23,892 in automobile
expenses,
$7,231 in group term life insurance premiums, $8,568 for health and
welfare benefits, $1,489 of non-reimbursed business expenses and
$6,117 of
401k company matching contributions.
|
(2)
|
Represents
reimbursement of travel expenses related to meeting
attendance.
|
(3)
|
Our
directors are entitled to participate in our 2002 Equity Incentive
Plan.
At the February 9, 2006 Board Meeting, our Board of Directors approved
a
one-time grant of 50,000 shares of our common stock to Mr. Fleischer
at an
exercise price per share of $1.18. These options vest in four equal
installments beginning on the first anniversary of the grant date
and
continuing on three successive anniversaries thereafter. The method
used
to determine the option award value is the Black Scholes valuation
method.
The options have a ten-year term expiring February 9,
2016.
|
Executive
Benefits and
Payments Upon
Separation
|
For
Cause
Termi-nation
on
12/31/06
|
Resig-nation
Without
Good
Reason
on
12/31/06
|
Without
Cause
Termi-nation
on
12/31/06
|
Involuntary
For
Good
Reason
Termi-nation
(Change-in-
Control)
on
12/31/06
|
Disability
on
12/31/06
|
Death
on
12/31/06
|
|||||||||||||||||||||||||
Compensation:
|
|||||||||||||||||||||||||||||||
Base
Salary
|
—
|
(1)
|
|
—
|
(1)
|
|
$
|
254,400
|
(1)
|
|
$
|
254,400
|
(1)
|
|
$
|
254,400
|
(2)
|
|
$
|
254,400
|
(1)
|
|
|||||||||
Expenses
|
—
|
(3)
|
|
—
|
(3)
|
|
—
|
(3)
|
|
—
|
(3)
|
|
—
|
—
|
(3)
|
|
|||||||||||||||
Performance
Bonus
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||
Benefits
& Perquisites:
|
|||||||||||||||||||||||||||||||
Health
and Welfare
Plans
|
—
|
—
|
17,769
|
(4)
|
|
17,769
|
(4)
|
|
—
|
—
|
|||||||||||||||||||||
Life
Insurance
Benefits
|
—
|
—
|
7,232
|
(5)
|
|
7,232
|
(5)
|
|
—
|
—
|
(1)
|
An
additional sum equal to accrued but unpaid base salary would also
be
payable to Mr. Adams
|
(2)
|
Reflects
the total amount to be paid to Mr. Adams including disability
payments.
|
(3) |
An
additional sum equal to accrued but unpaid business expenses would
also be
payable to Mr. Adams
|
(4)
|
Reflects
the estimated lump-sum present value of all future costs which will
be
paid on behalf of Mr. Adams under the Company’s health and welfare benefit
plans.
|
(5)
|
Reflects
the estimated lump-sum present value of the cost of coverage for
life
insurance policies provided by the Company to Mr.
Adams.
|
|
Amount
and Nature of Common
Stock Beneficially Owned (1)
|
|||||||||||||||
Name
of Beneficial Owners
|
Shares
Owned
as
of
March
31, 2007
|
|
Shares
Subject to
Options
Which Are or
Will
Become
Exercisable
Prior
to May 31, 2007
|
Total
Beneficial
Ownership
|
Percent
of
Class
(3)
|
|||||||||||
Beneficial
Owners of 5% or
|
|
|
|
|
||||||||||||
More
of Our Common Stock
|
|
|
|
|
||||||||||||
Royal
Holding Company, Inc
|
6,374,511
|
(4
|
)
|
0
|
6,374,511
|
26.6
|
%
|
|||||||||
Richard
L. Scott
|
1,875,909
|
(5
|
)
|
0
|
1,875,909
|
7.9
|
%
|
|||||||||
Roland
E. Casati
|
1,838,600
|
(6
|
)
|
0
|
1,838,600
|
7.7
|
%
|
|||||||||
MicroCapital
LLC
|
1,423,000
|
(7
|
)
|
0
|
1,423,000
|
6.0
|
%
|
|||||||||
SJ
Strategic Investments LLC
|
1,210,500
|
(8
|
)
|
0
|
1,210,500
|
5.1
|
%
|
|||||||||
Directors
and Named
Executive
Officers
|
||||||||||||||||
B.H.
(Barney) Adams
|
2,471,913
|
(9
|
)
|
0
|
2,471,913
|
10.3
|
%
|
|||||||||
Paul
F. Brown, Jr.
|
6,384,511
|
(10
|
)
|
50,000
|
6,434,511
|
26.8
|
%
|
|||||||||
Russell
L. Fleischer
|
0
|
12,500
|
12,500
|
*
|
||||||||||||
Mark
R. Mulvoy
|
1,000
|
50,000
|
51,000
|
*
|
||||||||||||
Stephen
R. Patchin
|
6,374,511
|
(11
|
)
|
50,000
|
6,424,511
|
26.8
|
%
|
|||||||||
Robert
D. Rogers
|
5,000
|
(12
|
)
|
37,500
|
42,500
|
*
|
||||||||||
Oliver
G. (Chip) Brewer III
|
313,772
|
2,683,756
|
2,997,528
|
11.3
|
%
|
|||||||||||
Eric
T. Logan
|
36,873
|
137,500
|
174,373
|
*
|
||||||||||||
All
Directors and Named Executive Officers
|
||||||||||||||||
as
a Group (8 persons)
|
9,213,069
|
3,021,256
|
12,234,325
|
45.3
|
%
|
*
|
Less
than one percent.
|
(1)
|
Beneficial
ownership is determined in accordance with the rules of the Securities
and
Exchange Commission and generally includes voting or investment power
with
respect to securities.
|
(2)
|
Shares
of common stock subject to options that are presently exercisable
or
exercisable within 60 days of March 31, 2007 are deemed to be beneficially
owned by the person holding such options for the purpose of computing
the
beneficial ownership of such person, but are not treated as outstanding
for the purpose of computing the beneficial ownership of any other
person.
|
(3)
|
Applicable
percentage of ownership is based on 24,008,606 voting shares of common
stock outstanding on March 31, 2007.
|
(4)
|
The
address for Royal Holding Company, Inc. is 300 Delaware Avenue, Suite
306,
Wilmington, Delaware 19801.
|
(5)
|
The
address for Mr. Scott is 700 11th
Street S., Suite 101, Naples, FL 34102
|
(6)
|
The
address for Mr. Casati is Continental Offices, Ltd., 2700 River Road,
Suite 211, Des Plaines, IL 60018.
|
(7)
|
The
address for MicroCapital LLC is 201 Post Street, Suite 1001, San
Francisco, CA 94108.
|
(8)
|
The
address for Strategic Investments LLC is 340 Edgemont Avenue, Suite
200,
Bristol, TN 37620
|
(9)
|
Includes
2,471,913 shares Mr. Adams holds jointly with Jackie Adams, his
spouse.
|
(10)
|
Represents
(a) 10,000 shares Mr. Brown holds jointly with Diane L. Brown, his
spouse;
and (b) 6,374,511 shares of common stock owned directly by Royal
Holding
Company, Inc. Mr. Brown is the Chief Financial Officer and Vice
President-Finance of Royal Holding Company, Inc. and by virtue of
this
position may be deemed to share the power to vote or direct the vote
of,
and to share the power to dispose or direct the disposition of, these
shares of common stock. Mr.
Brown disclaims beneficial ownership of the shares of common stock
held by
Royal Holding Company, Inc.
|
(11)
|
Represents
6,374,511 shares of common stock owned directly by Royal Holding
Company,
Inc. Mr. Patchin is the Chief Executive Officer and President
of Royal Holding Company, Inc. and by virtue of this position may
be
deemed to share the power to vote or direct the vote of, and to share
the
power to dispose or direct the disposition of, these shares of common
stock. Mr. Patchin disclaims beneficial ownership of the shares
of common stock held by Royal Holding Company, Inc.
|
(12)
|
Represents
shares of common stock held by a trust for which Mr. Rogers has sole
voting and dispositive power over the shares held by the
trust.
|
Service
Provided
|
Fiscal
2006
|
Fiscal
2005
|
||||||||
Audit
Fees (1)
|
||||||||||
Annual
Audit
|
$
|
80,955
|
$
|
98,255
|
||||||
Audit
Related Fees
|
||||||||||
Certification
of Prior Year’s Audit
|
27,800
|
(2
|
)
|
20,000
|
||||||
Total
Fees
|
$
|
108,755
|
$
|
118,255
|
(1)
|
Audit
fees consisted of audit work performed in the preparation of the
financial
statements and in the assessment of internal controls over financial
reporting, as well as work that generally only the independent auditor
can
reasonably be expected to provide, such as statutory
audits.
|
(2)
|
Audit
related fees consisted of fees paid to KPMG, our former certified
independent public accountants for professional services rendered
for the
audit of our consolidated financial statements included in our 2005
Annual
Report.
|
·
|
a
brief description of the business desired to be brought before the
meeting
and the reasons for conducting such business at the Annual
Meeting;
|
·
|
the
names and addresses of the supporting
stockholders;
|
·
|
the
class and number of shares of our stock that are beneficially owned
by
such persons; and
|
·
|
any
material interest of such persons in the matter
presented.
|
·
|
the
name, age, business and residence address of the person intended
to be
nominated;
|
·
|
a
representation that the nominating stockholder is in fact a holder
of
record of Adams Golf common stock entitled to vote at the meeting
and that
he or she intends to be present at the meeting to nominate the person
specified;
|
·
|
a
description of all arrangements between the nominating stockholder,
the
nominee and other persons concerning the
nomination;
|
·
|
any
other information about the nominee that must be disclosed in the
proxy
solicitations under Rule 14(a) of the Securities Exchange Act of
1934, as
amended; and
|
·
|
the
nominee’s written consent to serve, if
elected.
|