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Wednesday, Jan 7, 2009 at 10:55 am by Michelle Leder
Circor’s executive-level bailout…

underwater houseIt’s no secret that housing prices in places like Riverside County, Ca. have fallen sharply, in part due to a wave of foreclosures that at least according to this article has one out of every eight homeowners facing foreclosure. Indeed, the county is working hard to avoid more foreclosures.

Still, the 8K that Circor (CIR) filed yesterday, which was brought to our attention by the folks at Equilar still seems a bit surprising. In the filing, Circor says it will spend over $500K to bail out executive Christopher Celtruda, whose home in Corona, Ca. is seriously underwater. Here’s a snippet from the filing:

Due to market conditions beyond his control, the value of Mr. Celtruda’s residence in Corona, California has diminished approximately 50% since it was purchased by Mr. Celtruda at the time of his relocation. At the same time, market conditions have prevented Mr. Celtruda from successfully selling his family home in Phoenix, Arizona. Under the Agreement, the Company has agreed to purchase Mr. Celtruda’s home in Corona, California at its current fair market value and to make payment on Mr. Celtruda’s behalf of an additional approximately $488,000 to payoff the outstanding mortgage on the Corona property. The Agreement also provides for the Company to pay such amounts to Mr. Celtruda as are necessary to cover all federal and state income taxes pertinent to this transaction on a grossed-up basis.

As surprising as the filing is, you just have to wonder how many other companies are taking similar steps, but not disclosing them in an 8K or some other filing, because they don’t judge it to be material. A quick skim of filings doesn’t turn up lots of other examples, yet this has to be happening to other executives at other companies. Any suggestions for finding more of these, even if they’re not material?

Image: Vikte Kukis

Tuesday, Jan 6, 2009 at 9:44 am by Michelle Leder
One last Christmas gift…

gift boxYesterday, Movado (MOV) announced that its longtime Chairman and CEO, Gedalio Grinberg, had died on Sunday, which reminded me of this agreement that we spotted in an 8K filed just before the Christmas break when all sorts of stuff was buried.

While it’s fairly common to include survivor benefits, especially for a founder of a company, the timing and the scope of the benefits — the agreement calls for $600K in “retirement income” for the first year and then $500K for the rest of Sonia Grinberg’s life — does seem a bit generous, especially in light of Movado’s recent earnings and the overall malaise in the luxury market. Then again, Grinberg’s son is Chairman and CEO of the company.

There’s also an interesting side-note here about the problem with relying on Internet headlines. When I was researching this post, one of the top headlines that came up in Google Finance said, “Movado under probe”. But when you click on the story, you realize that it’s about some rap singer named Mavado and has nothing to do with the watch company. It’s simply a case of a bad headline that got picked up by Google’s bot. But at a time when most of us are doing lots of skimming, it’s just another reminder to be careful out there. UPDATE: Looks like this has been removed, but the cached version is here.

Monday, Jan 5, 2009 at 8:54 am by Michelle Leder
A New Year’s resolution

Last month, when auto industry executives drove to Washington, D.C., they were ridiculed for driving after the earlier misstep of flying on their corporate jets when they could of just hopped on Northwest.

But just imagine if more CEOs decided to set an example by driving eco-friendly vehicles. I was thinking about that — in part because I’m still in the process of making my own long-drive back to New York — when I read this contract in an 8K that Clean Energy (CLNE) filed on Dec. 31 because it spelled out the type of car that the company has to provide to CEO Andrew Littlefair: “a compressed natural gas operated automobile.”

Now granted, given Clean Energy’s business model, it would be pretty ridiculous if the company provided him with, say a Hummer (as some other executives get, given how much we’ve seen reported for car expenses). After all, as we learned with the Big Three’s corporate jet fiasco, what you choose to drive often speaks volumes.

Still, at the start of the New Year, when resolutions aren’t such a distant memory, it seems like a hopeful start, especially if other CEOs start to do this too.

Friday, Jan 2, 2009 at 8:18 am by Michelle Leder
And the worst footnote of 2008 was…

fishing.jpegEarlier this week, we asked footnoted.org readers to vote on the worst footnote of 2008. And while it wasn’t a blow-out like last year, when readers overwhelmingly chose Qwest (Q), this year’s contest was a lot closer.

But A. Schulman’s (SHLM) fishing camp disclosure took the top prize for worst footnote of 2008. Here’s the footnote in all its glory:

During fiscal 2008, the Compensation Committee determined that maintaining a lease on a private airplane was no longer a cost-effective method for providing business-related transportation to our Named Executive Officers and Directors. The airplane was used only for business-related travel, and personal use was not permitted. With the termination of the lease on the airplane, it also became increasingly difficult and cost prohibitive to access our Canadian fish camp. Consequently, the fish camp, which was only used for business entertainment purposes, was offered for sale during 2008. The only offer to purchase the fish camp came from Terry L. Haines, our former Chief Executive Officer and President. Ultimately we negotiated with Mr. Haines to sell the fish camp for a purchase price of $55,000 and the transaction closed during fiscal year 2009.

As we footnoted at the time, there were so many things going on in this footnote, that it was hard to know where to begin. Second place went to the now-defunct WaMu offering to pay its outgoing chief legal officer $1,325 an hour under a two-year consulting contract about six months before going under.

Footnoted.org will be back with regular posts on Monday. Also: one final reminder, if you’ve been thinking about subscribing to FootnotedPro, our introductory pricing will be ending next week.

Monday, Dec 29, 2008 at 10:16 am by Michelle Leder
Voting open for the worst footnote of 2008!

For the second year in a row, footnoted.org is asking its readers to vote on the worst footnote of 2008. After reviewing the posts for the past year, I’ve narrowed it down to five. But feel free to post others in the comments. There’s a link to the survey here for those who access the site via RSS or email. You can also cast your vote via the sidebar of the site. Links to the various posts explaining the candidates are here:

Voting is now open. Posting will be light the rest of this week since even we need a break from reading SEC filings all the time. But all of us here at footnoted wish you and yours a happy 2009!

One final note, if you’ve thought about subscribing to FootnotedPro, now’s a great time to sign up since prices will be going up next week.

Journalists are welcome to use the information contained in this site as long as they credit www.footnoted.org
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