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SEC Filings

DEF 14A
ACETO CORP filed this Form DEF 14A on 10/20/2017
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Performance Goals

 

Under the Performance Award Plan, the business criteria on which performance goals can be based are:

 

profit before taxes
total shareholder return
gross revenue
gross profit
net income
EBITDA
cash flow
return on equity
cost reductions and savings
stock price
market share
net revenue
pre-tax income
operating income
earnings per share
return on invested capital or assets
return on revenues or productivity

 

The foregoing business criteria may be determined by reference to the Company as a whole, any of the Company’s subsidiaries, operating divisions, regional business units or other operating units, or any combination thereof.

 

Maximum Awards under the Performance Award Plan

 

The compensation committee, as the administrator of the Performance Award Plan, has the full power and authority to interpret the Performance Award Plan and awards granted under the Performance Award Plan, to determine eligibility for awards, to determine performance goals and other terms and conditions applicable to any award, and to take all other actions necessary or appropriate in administering the Performance Award Plan.

 

The maximum amount payable to any person in any fiscal year of the Company under awards that are intended to satisfy the conditions for deductibility under Section 162(m) as “performance-based compensation” is $1.5 million.

 

Our board believes that it is in the best interests of the Company and its shareholders to enable the Company to implement compensation arrangements that qualify as fully tax deductible performance-based compensation under the Performance Award Plan. The board is therefore asking shareholders to approve, for Section 162(m) purposes, the material terms of the performance goals as set forth above. However, shareholder approval of the performance goals is only one of several requirements under Section 162(m) that must be satisfied for amounts realized under the Performance Award Plan to qualify for the “performance-based” compensation exemption under Section 162(m), and submission of the material terms of the Performance Award Plan’s performance goals for shareholder approval should not be viewed as a guarantee that the Company can deduct all compensation under the Performance Award Plan. Nothing in this proposal precludes the Company and the administrator of the Performance Award Plan from making any payment or granting awards that do not qualify for tax deductibility under Section 162(m), nor is there any guarantee that awards intended to qualify for tax deductibility under Section 162(m) will ultimately be viewed as so qualifying by the Internal Revenue Service. A copy of the Performance Award Plan can be obtained upon request from the Company’s Secretary.

 

THE BOARD RECOMMENDS THAT YOU APPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS DESCRIBED ABOVE (PROPOSAL TWO).

 

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