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ACETO CORP filed this Form DEF 14A on 10/20/2017
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compensation should be set at levels that promote a sense of equity among all employees while giving due regard to any premiums that may be necessary in our industry in order to attract top talent at the executive level.


Consideration of Last Year’s “Say on Pay” Advisory Vote


At last year’s annual meeting of shareholders, we held an advisory shareholder vote on executive compensation.  More than 97% of the shares that voted approved our executive compensation described in last year’s proxy statement. The Compensation Committee viewed the results of this vote as a strong indication that the Company’s shareholders support the compensation policies and practices of the Company.  Accordingly, the results of this vote did not affect the Company's executive compensation decisions and policies for our named executive officers during the fiscal year ended June 30, 2017.


Elements of Our Executive Compensation


Our executive compensation program has historically been comprised of base salary, performance-based annual cash incentives, long-term equity incentive awards and fringe benefits. These elements of compensation have been supplemented by benefit plans to which the Company contributes, including our 401(k) plan and our supplemental executive retirement plan, as well as life insurance premiums paid by the Company for employee life insurance policies. We use our experience and judgment to determine what is the appropriate mix of compensation elements for each executive. In allocating compensation among the various elements, the Compensation Committee considers many factors including market data, Company performance, individual performance, the impact of the executive’s position on the Company, individual past performance, experience in the position, any anticipated increase in the individual’s responsibilities, internal pay equity for comparable positions, and succession planning and retention strategies.


With the adoption of the Aceto Corporation 2010 Equity Participation Plan (the “2010 Plan”) in December 2010 and the Aceto Corporation 2015 Equity Participation Plan (the “2015” Plan) in December 2015, our long-term incentive compensation component has been increased for our named executive officers, making a significant and in some cases majority portion of their annual total direct compensation dependent on long-term stock appreciation and long-term company financial and operating performance. We have concluded that shifting some executive compensation to long-term incentive compensation will further align our named executive officers’ goals and interests with those of our shareholders and encourage long-term retention and operational and financial success.


The pie charts below show that most of our named executive officers’ target compensation for fiscal 2017 was variable (71% for CEO and an average of 68% for our other named executive officers). Variable pay includes the target value of short-term cash incentives and restricted stock.



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