DEF 14C
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14 (c) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box: |
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o Preliminary Information Statement
þ Definitive Information Statement
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Confidential, for Use of
Commission Only [as permitted
by Rule 14a-6(e) (2)] |
INTERNATIONAL SPEEDWAY CORPORATION
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
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No fee required |
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$125 per Exchange Act Rules 0-11(c) (1) (ii), 14 c-(1) (ii), 14c-5(g). |
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Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. |
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a) (2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing. |
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
INTERNATIONAL SPEEDWAY CORPORATION
1801 West International Speedway Boulevard
Daytona Beach, Florida 32114
NOTICE OF 2009 ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of International Speedway Corporation:
The Annual Meeting of the Shareholders of International Speedway Corporation will be held at
DAYTONA 500 EXPERIENCE, 1801 West International Speedway Boulevard, Daytona Beach, FL 32114 on
Tuesday, the 14th day of April 2009, commencing at 9:30 A.M., for the following purposes:
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To elect four (4) Directors of the Corporation. |
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To transact such other business as may properly come before the meeting. |
ALL Shareholders of record as of February 28, 2009, will be entitled to vote, either in person or
by proxy. Due to logistical considerations, please be present by 9:15 A.M. Shareholder registration
tables will open at 9:00 A.M.
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By Order of the Board of Directors
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W. Garrett Crotty
Senior Vice President, Secretary and
General Counsel |
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March 1, 2009
This Notice of 2009 Annual Meeting and the attached Information Statement dated March 1, 2009
should be read in combination with ISCs annual report on Form 10-K for the fiscal year ended
November 30, 2008 and the Annual Report. Collectively these documents contain all of the
information and disclosures required in connection with the 2009 Annual Meeting of Shareholders.
Copies of all of these materials can found in the Financials/SEC Filings section of the Investor
Relations page on our website at www.iscmotorsports.com.
[This page was intentionally left blank]
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INTERNATIONAL SPEEDWAY CORPORATION
1801 West International Speedway Boulevard
Daytona Beach, Florida 32114
INFORMATION STATEMENT
Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
and Regulation 14C and Schedule 14C thereunder
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
This Information Statement has been filed with the Securities and Exchange Commission (the SEC)
and is first being mailed on or about March 9, 2009 to holders of record on February 28, 2009 (the
Record Date) of shares of all classes of the common stock of International Speedway Corporation,
a Florida corporation. This Information Statement relates to an Annual Meeting of Shareholders and
the only matter to be acted upon at the meeting is the election of directors.
You are being provided with this Information Statement pursuant to Section 14(c) of the Securities
Exchange Act of 1934, as amended (the Exchange Act), and Regulation 14C and Schedule 14C
thereunder.
[This page was intentionally left blank]
ii
Contents
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iii
[This page was intentionally left blank]
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DATE, TIME AND PLACE INFORMATION
Our Annual Meeting of Shareholders will be held on Tuesday, April 14, 2009 commencing at 9:30 A.M.
at DAYTONA 500 EXPERIENCE, 1801 West International Speedway Boulevard, Daytona Beach, Florida,
32114. Shareholder registration tables will open at 9:00 A.M. The mailing address of our principal
executive offices is 1801 West International Speedway Boulevard, Daytona Beach, Florida 32114.
VOTING SECURITIES AND PRINCIPAL HOLDERS
This Information Statement is being mailed commencing on or about March 9, 2009 to all of our
shareholders of record as of the Record Date. The Record Date for the Annual Meeting is February
28, 2009. As of the Record Date, we had 27,900,531 shares of class A common stock and 20,810,956
shares of class B common stock issued and outstanding. Each share of the class A common stock is
entitled to one-fifth of one vote on matters submitted to shareholder approval or a vote of
shareholders. Each share of the class B common stock is entitled to one vote on matters submitted
to shareholder approval or a vote of shareholders.
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Percentage of |
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Combined Voting |
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Number of Shares of Common |
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Percentage of Common Stock |
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Power of Common |
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Stock Beneficially Owned (2) |
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Beneficially Owned |
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Stock |
Name of Beneficial Owner (1) |
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Class A (3) |
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Class B (4) |
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Class A (5) |
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Class B (6) |
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(7) |
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France Family Group (8) |
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18,430,088 |
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18,126,944 |
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40.04 |
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87.10 |
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68.91 |
% |
James C. France (9) |
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12,362,376 |
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12,160,996 |
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30.86 |
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58.44 |
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46.23 |
% |
Betty Jane France (10) |
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5,476,436 |
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5,416,769 |
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16.44 |
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26.03 |
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20.57 |
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Barclays Global Investors NA (11) |
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2,165,027 |
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0 |
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7.76 |
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0.00 |
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1.64 |
% |
American Century Investment Mgmt (12) |
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1,620,138 |
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5.81 |
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0.00 |
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1.23 |
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NJF Investment Group (13) |
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1,552,400 |
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0 |
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5.56 |
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0.00 |
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1.18 |
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Royce & Associates LLC (14) |
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1,535,043 |
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5.50 |
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0.00 |
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1.16 |
% |
Lesa D. Kennedy (15) |
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731,988 |
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694,885 |
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2.56 |
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3.34 |
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2.66 |
% |
Brian Z. France (16) |
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64,827 |
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59,833 |
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0.23 |
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0.29 |
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0.23 |
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Raymond K. Mason |
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36,181 |
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16,665 |
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0.13 |
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0.08 |
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0.08 |
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Thomas W. Staed (17) |
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31,452 |
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0.11 |
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0.00 |
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0.02 |
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John R. Saunders |
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30,891 |
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11,286 |
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0.11 |
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0.05 |
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0.06 |
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J. Hyatt Brown (18) |
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19,107 |
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9,000 |
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0.07 |
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0.04 |
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0.04 |
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Lloyd E. Reuss |
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18,243 |
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0.07 |
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0.00 |
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0.01 |
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Christy F. Harris (19) |
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16,459 |
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150 |
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0.06 |
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0.00 |
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0.01 |
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Susan G. Schandel |
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14,241 |
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1,950 |
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0.05 |
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0.01 |
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0.02 |
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Edward H. Rensi |
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10,771 |
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1,500 |
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0.04 |
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0.01 |
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0.01 |
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Larry Aiello, Jr. |
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6,713 |
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0.02 |
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0.00 |
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0.01 |
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Daniel W. Houser |
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6,260 |
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0.02 |
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0.00 |
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0.00 |
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William P. Graves |
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5,070 |
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0.02 |
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0.00 |
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0.00 |
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Morteza Hosseini-Kargar |
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3,513 |
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0 |
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0.01 |
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0.00 |
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0.00 |
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Roger VanDerSnick |
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2,507 |
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0.01 |
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0.00 |
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0.00 |
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Edsel B. Ford, II |
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0 |
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0 |
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0.00 |
% |
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0.00 |
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0.00 |
% |
All directors and executive officers
as a group (22 persons)(19) |
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18,655,806 |
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18,168,419 |
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40.43 |
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87.30 |
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69.17 |
% |
The preceding table sets forth information regarding the beneficial ownership of our class A common
stock and our class B common stock as of the Record Date by:
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All persons known to us who beneficially own 5% or more of either class of our common
stock; |
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Each named executive officer in the Summary Compensation Table in this Information
Statement; |
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Each of our directors and nominees; and |
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All of our directors, nominees and officers as a group. |
As described in the following notes to the table, voting and/or investment power with respect to
certain shares of common stock is shared by the named individuals. Consequently, such shares may be
shown as beneficially owned by more than one person.
1 | Page
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(1) |
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Unless otherwise indicated the address of each of the beneficial owners identified is c/o the
Company, 1801 West International Speedway Boulevard, Daytona Beach, Florida 32114. |
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(2) |
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Unless otherwise indicated, each person has sole voting and investment power with respect to
all such shares. |
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Reflects the aggregate number of shares held by the named beneficial owner assuming (i) the
exercise of any options to acquire shares of class A common stock that are held by such
beneficial owner that are exercisable within 60 days and (ii) the conversion of all shares of
class B common stock held by such beneficial owner into shares of class A common stock. |
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Assumes no conversion of shares of class B common stock into shares of class A common stock. |
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Assumes (i) the exercise of any options to acquire shares of class A common stock that are
held by the named beneficial owner that are exercisable within 60 days, (ii) the conversion of
all shares of class B common stock held by such beneficial owner into shares of class A common
stock, and (iii) the assumption that no other named beneficial owner has exercised any such
options or converted any such shares. |
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Reflects current ownership percentage of named beneficial owners shares of class B common
stock without any conversion of shares of B common stock into shares of class A common stock. |
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(7) |
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Assumes no exercise of options or conversion of shares of class B common stock into shares of
class A common stock. |
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The France Family Group consists of Betty Jane France, James C. France, Lesa France Kennedy,
Brian Z. France and members of their families and entities controlled by the natural person
members of the group. A complete list of all the members of the France Family Group can be
found in its 15th amendment to Schedule 13G which was filed with the SEC in February 2009.
Amounts shown reflect the non-duplicative aggregate of 299,047 Class A and 17,130,479 Class B
shares indicated in the table as beneficially owned by Betty Jane France, James C. France,
Lesa France Kennedy and Brian Z. France, as well as 993,695 Class B shares held by the adult
children of James C. France. See footnotes (9), (10), (14), (15) and (19). |
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(9) |
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Includes (i) 1,500 Class B shares held of record by Sharon M. France, his spouse, (ii)
8,042,465 Class B shares held of record by Western Opportunity Limited Partnership (Western
Opportunity), (iii) 1,705,047 Class B shares held of record by Carl Investment Limited
Partnership (Carl), (iv) 46,946 Class B shares held of record by Quaternary Investment
Company, (v) 2,152,314 Class B shares held of record by Carl Two Limited Partnership (Carl
Two), (vi) 80,502 Class B shares held of record by Auto Research Bureau (ARB), and (vii)
304,725 Class B shares held of record by SM Holder Limited Partnership. James C. France is the
sole shareholder and director of (x) Principal Investment Company, one of the two general
partners of Western Opportunity and (y) Quaternary Investment Company, the general partner of
Carl. He is also the sole member of Carl Two, LLC, the general partner of Carl Two. Does not
include shares held beneficially by the adult children of James C. France or their
descendants. |
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Includes (i) 3,275,847 Class B shares held of record by Western Opportunity and (ii) 26,662
Class B shares held of record by WCF Family I, Inc. |
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(11) |
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This owners address is 45 Fremont Street, San Francisco, California 94105-2228. |
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(12) |
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This owners address is 430 West 7th Street, Kansas City, MO 64105-1407. |
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(13) |
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This owners address is 2100 Ross Avenue, Suite 700, Dallas, Texas, 75201-7915. |
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(14) |
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This owners address is 1414 Avenue of the Americas, 9th Floor, New York, NY
10019-2578. |
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(15) |
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Includes (i) 322,621 Class B shares held of record by BBL Limited Partnership, (ii) 2,128
Class B shares held of record by Western Opportunity, (iii) 255,580 Class B shares held of
record by Western Opportunity as custodian for minor child, and (iv) 1,500 Class B shares held
as custodian for minor child. Mrs. Kennedy is the sole shareholder and a director of BBL
Company, the sole general partner of BBL Limited Partnership. |
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(16) |
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Includes (i) 4,498 Class B shares held of record by Zack Limited Partnership and (ii) 2,944
Class B shares held of record by Western Opportunity. Mr. France is the sole shareholder and
director of Zack Company, the sole general partner of Zack Limited Partnership. |
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(17) |
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Owned jointly with Barbara Staed, his spouse.
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(18) |
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Held of record as joint tenants with Cynthia R. Brown, his spouse. |
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(19) |
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Includes 500 Class A shares held by M. Dale Harris, his spouse, and 1,500 Class A shares held
by Mr. Harris as trustee of a Profit Sharing Plan and Trust. |
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(20) |
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See footnotes (8) through (10) and footnotes (15) through (19). |
2 | Page
DIRECTORS, NOMINEES AND OFFICERS
As of the Record Date our officers, directors and nominees were as follows:
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Age |
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Position With ISC |
James C. France
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64 |
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Chairman of the Board, Chief Executive Officer and Director |
Lesa France Kennedy
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47 |
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Vice Chairman, President and Director |
John R. Saunders
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52 |
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Executive Vice President and Chief Operating Officer |
Roger R. VanDerSnick
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45 |
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Senior Vice President Marketing and Business Operations |
W. Garrett Crotty
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45 |
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Senior Vice President, Secretary and General Counsel |
W. Grant Lynch, Jr.
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55 |
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Senior Vice President Business Operations |
Daniel W. Houser
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57 |
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Vice President, Chief Financial Officer and Treasurer |
Brian K. Wilson
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49 |
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Vice President, Corporate Development |
Tracie K. Winters
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37 |
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Vice President, Business Development |
Daryl Q. Wolfe
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41 |
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Vice President, Chief Marketing Officer |
Glenn R. Padgett
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58 |
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Vice President, Chief Counsel Operations, Chief
Compliance Officer & Assistant Secretary |
Larry Aiello, Jr.
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59 |
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Director |
J. Hyatt Brown
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71 |
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Director |
Edsel B. Ford, II
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60 |
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Director |
Brian Z. France
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46 |
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Director |
William P. Graves
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56 |
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Director |
Christy F. Harris
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63 |
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Director |
Morteza Hosseini-Kargar
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53 |
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Director |
Raymond K. Mason, Jr.
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53 |
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Director |
Edward H. Rensi
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64 |
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Director |
Lloyd E. Reuss
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72 |
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Director |
Thomas W. Staed
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77 |
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Director |
Our Board of Directors is divided into three classes, with regular three year staggered terms. Ms.
Kennedy and Messrs. Aiello, Brown, Rensi and Staed were elected to hold office until the annual
meeting of shareholders to be held in 2009. Messrs. Ford, Graves, Harris and Hosseini were elected
to hold office until the annual meeting of shareholders to be held in 2010. Messrs. James C.
France, Brian Z. France, Mason, and Reuss were elected to hold office until the annual meeting of
shareholders to be held in 2011.
For the election of directors at the Annual Meeting of Shareholders in April 2009, the Board has
accepted the recommendation of the Nominating and Corporate Governance Committee and approved the
nomination of Ms. Kennedy and Messrs. Aiello, Brown, Rensi and Staed as directors to serve for a
three-year term and hold office until the annual meeting of shareholders to be held in 2012.
James C. France is the uncle of Lesa France Kennedy and Brian Z. France who are siblings. There are
no other family relationships among our executive officers and directors.
Mr. James C. France, a director since 1970, has served as our Chairman and Chief Executive Officer
since July 2007 and previously served as Vice Chairman and Chief Executive Officer since the April
2003 annual meeting of directors. He previously served as our President and Chief Operating Officer
from 1987 until 2003.
Ms. Lesa France Kennedy, a director since 1984, became Vice Chairman July 2007 and has been
President of ISC since April 2003. Ms. Kennedy served as our Executive Vice President from January
1996 until April 2003, Secretary from 1987 until January 1996 and served as our Treasurer from 1989
until January 1996.
Mr. John R. Saunders was appointed Executive Vice President in April 2004 and since April 2003 has
continued to serve as our Chief Operating Officer. He had served as Senior Vice
President-Operations from July 1999 until April 2003, at which time he was appointed Senior Vice
President and Chief Operating Officer. He had served as a Vice President since 1997 and was
President of Watkins Glen International from 1983 until 1997.
Mr. Roger R. VanDerSnick has served as Senior Vice President Marketing and Business Operations
since April 2007. He had served as Vice President and Chief Marketing Officer since March 2006. Mr.
VanDerSnick had served as Vice President of Marketing for NASCAR from August 2005 to February 2006.
From January 2003 to July 2005 Mr. VanDerSnick served as NASCARs Managing Director Brand and
Consumer Marketing, and from September 2000 to December 2002 he served as Director, Brand Marketing
for NASCAR.
Mr. W. Garrett Crotty became a Senior Vice President in April 2004. Mr. Crotty was named a Vice
President in July 1999 and since 1996 has served as Secretary and General Counsel.
3 | Page
Mr. W. Grant Lynch, Jr. has served as Senior Vice President Business Operations since April 2007
and as a Vice President and as President of Talladega Superspeedway since November 1993. He also
served as President of Kansas Speedway since its inception in 1997 until 2002.
Mr. Daniel W. Houser, a Certified Public Accountant, became Chief Financial Officer in February
2007 and has been a Vice President since 2004. Mr. Houser had been our Controller and Chief
Accounting Officer for more than the past five years.
Mr. Brian K. Wilson has served as Vice President, Corporate Development since February 2006. Prior
to joining ISC, Mr. Wilson served as Managing Director of Acquisitions for American Realty Advisors
from 2004 to January 2006. Mr. Wilson also served as Senior Vice President, Global Real Estate from
2001 to 2003, and Vice President, Finance and Investment Management from 1999 to 2001, for Vivendi
Universal.
Ms. Tracie K. Winters has served as Vice President, Business Development since November 2008. She
had previously served in the Business Development department since 1999, most recently as Managing
Director.
Mr. Daryl Q. Wolfe has served as Vice President, Chief Marketing Officer since April 2007. He had
previously served as Vice President, Sales and Media from 2005 to 2007. Mr. Wolfe had served as
Managing Director, Marketing Partnerships from 2003 to 2005, and as Senior Director, Marketing
Partnerships from 2001 to 2003.
Mr. Glenn R. Padgett, a member of the Florida Bar, became a Vice President in April 2004. Mr.
Padgett has served as Assistant Secretary for more than the past five years. He has been Chief
Counsel Operations and our Chief Compliance Officer since 1998.
Mr. Larry Aiello, Jr., a director since 2003, served as the President and Chief Executive Officer
of Corning Cable Systems, which is part of Corning, Inc. from 2002 until his retirement in 2008.
Mr. Aiello joined Corning, Inc. in 1973. He was named senior vice president and chief of
staff-Corning Optical Communications in 2000.
Mr. J. Hyatt Brown, a director since 1987, serves as the Chairman and Chief Executive Officer of
Brown & Brown, Inc. and has been in the insurance business since 1959. Mr. Brown also serves as a
director of Rock Tenn Co., SunTrust, Inc. and FPL Group, Inc.
Mr. Edsel B. Ford, II, a director since November 2007, is a director and consultant for Ford Motor
Company. Mr. Ford is a retired Vice President of Ford Motor Company and former President and Chief
Operating Officer of Ford Motor Credit Company.
Mr. Brian Z. France, a director since 1994, has served as NASCARs Chairman and Chief Executive
Officer since 2003, Executive Vice President since 2000 and Vice Chairman since 2002. Previously,
he served as NASCARs Senior Vice President since 1999.
Mr. William P. Graves, a director since September 2003, has served as President and Chief Executive
Officer of the American Trucking Association since January 2003. Mr. Graves served as Governor of
the State of Kansas from January 1995 until January 2003.
Mr. Christy F. Harris, a director since 1984, has been engaged in the private practice of business
and commercial law for more than twenty years and currently is Of Counsel with Kinsey Vincent Pyle,
LC.
Mr. Morteza Hosseini-Kargar, a director since 2007, is the Chairman and Chief Executive Officer of
Intervest Construction, Inc. and has served in that role for more than the past five years.
Mr. Raymond K. Mason, Jr., a director since 1981, had served as Chairman and President of American
Banks of Florida, Inc., Jacksonville, Florida, from 1978 until its sale in 1998. From 1998 to the
present, Mr. Mason has served as President of Center Bank of Jacksonville, N.A. (until August 2001,
this entity was known as RCK, Inc.).
Mr. Edward H. Rensi, a director since January 1997, is Chairman & CEO of Team Rensi Motorsports.
Mr. Rensi was an executive consultant with McDonalds Corporation from 1997 to 1998. He served as
President and Chief Executive Officer of McDonalds USA from 1991 until his retirement in 1997. He
is also a director of Snap-On Tools Inc. and Great Wolf Resorts, Inc.
Mr. Lloyd E. Reuss, a director since January 1996, served as President of General Motors
Corporation from 1990 until his retirement in January 1993. Mr. Reuss also serves as a director of
Handleman Corp., and United States Sugar Company.
Mr. Thomas W. Staed, a director since 1987, is Chairman of Staed Family Associates, Ltd., and had
served as President of Oceans Eleven Resorts, Inc., a hotel/motel business, from 1968 to 1999.
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Messrs. Aiello, Brown, Ford, Graves, Hosseini, Rensi, Reuss, and Staed are considered independent
by the Board of Directors as that term is presently defined in Rule 4200(a)(15) of the NASD listing
standards.
Certain Relationships and Related Transactions
All of the racing events that take place during our fiscal year are sanctioned by various racing
organizations such as the American Historic Racing Motorcycle Association, the American
Motorcyclist Association, the Automobile Racing Club of America, the American Sportbike Racing
Association Championship Cup Series, the Federation Internationale de LAutomobile, the
Federation Internationale Motocycliste, Grand American, Historic Sportscar Racing, IRL, NASCAR,
NHRA, the Porsche Club of America, the Sports Car Club of America, the Sportscar Vintage Racing
Association, the United States Auto Club and the World Karting Association. NASCAR, which sanctions
some of our principal racing events, is a member of the France Family Group which controls in
excess of 68.0 percent of the combined voting power of our outstanding stock, and some members of
which serve as our directors and officers. Standard NASCAR sanction agreements require racetrack
operators to pay sanction fees and prize and point fund monies for each sanctioned event conducted.
The prize and point fund monies are distributed by NASCAR to participants in the events. Prize and
point fund monies paid by us to NASCAR from continuing operations for disbursement to competitors,
which are exclusive of NASCAR sanction fees, totaled approximately $131.2 million, for the year
ended November 30, 2008.
Under current agreements, NASCAR contracts directly with certain network providers for television
rights to the entire NASCAR Sprint Cup, Nationwide and Craftsman Truck series schedules. We, and
all other event promoters, share in the television rights fees in accordance with the provision of
the sanction agreement for each NASCAR Sprint Cup, Nationwide and Craftsman Truck series event.
Under the terms of this arrangement, NASCAR retains 10.0 percent of the gross broadcast rights fees
allocated to each NASCAR Sprint Cup, Nationwide or Craftsman Truck series event as a component of
its sanction fees and remits the remaining 90.0 percent to the event promoter. The event promoter
pays 25.0 percent of the gross broadcast rights fees allocated to the event as part of the
previously discussed prize money paid to NASCAR for disbursement to competitors. Our television
broadcast and ancillary rights fees from continuing operations received from NASCAR for the NASCAR
Sprint Cup, Nationwide and Craftsman Truck series events conducted at our wholly-owned facilities
was $257.0 million in fiscal year 2008.
In addition, we share a variety of expenses with NASCAR in the ordinary course of business. NASCAR
pays rent, as well as a related maintenance fee (allocated based on square footage), to us for
office space in our corporate office complex in Daytona Beach, Florida. We paid rent to NASCAR for
office space in Los Angeles, California. These rents are based upon estimated fair market lease
rates for comparable facilities. NASCAR pays us for radio, program and strategic initiative
advertising, hospitality and suite rentals, various tickets and credentials, catering services,
participation in a NASCAR racing event banquet, and track and other equipment rentals based on
similar prices paid by unrelated, third party purchasers of similar items. We paid NASCAR for
certain advertising, participation in NASCAR racing series banquets, the use of NASCAR trademarks
and intellectual images and production space for Sprint Vision based on similar prices paid by
unrelated, third party purchasers of similar items. Our payments to NASCAR for MRN Radios
broadcast rights to NASCAR Craftsman Truck races represent an agreed-upon percentage of our
advertising revenues attributable to such race broadcasts. NASCAR is reimbursing us for the buyout
of the remaining rights associated with a certain sponsorship agreement. NASCAR also reimburses us
for 50.0 percent of the compensation paid to certain personnel working in our legal, risk
management and transportation departments, as well as 50.0 percent of the compensation expense
associated with certain receptionists. We reimbursed NASCAR for 50.0 percent of the compensation
paid to certain personnel working in NASCARs legal department. NASCARs reimbursement for use of
our mailroom, janitorial services, security services, catering, graphic arts, photo and publishing
services, telephone system and our reimbursement of NASCAR for use of corporate aircraft, is based
on actual usage or an allocation of total actual usage. The aggregate amount received from NASCAR
by us for shared expenses, net of amounts paid by us for shared expenses, totaled approximately
$6.7 million during fiscal 2008.
Grand American sanctions various events at certain of our facilities. While certain of our officers
and directors are equity investors in Grand American, no officer or director has more than a 10.0
percent equity interest. In addition, certain of our officers and directors, representing a
non-controlling interest, serve on Grand Americans Board of Managers. Standard Grand American
sanction agreements require racetrack operators to pay sanction fees and prize and point fund
monies for each sanctioned event conducted. The prize and point fund monies are distributed by
Grand American to participants in the events. Sanction fees paid by us to Grand American totaled
approximately $1.6 million for the year ended November 30, 2008.
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In addition, we share a variety of expenses with Grand American in the ordinary course of business.
Grand American pays rent to us for office space in our corporate office complex in Daytona Beach,
Florida. These rents are based upon estimated fair market lease rates for comparable facilities.
Grand American purchases various advertising, catering services, suites and hospitality and track
and equipment rentals from us based on similar prices paid by unrelated, third party purchasers of
similar items. We pay Grand American for the use of Grand Americans trademarks based on similar
prices paid by unrelated, third party purchasers of similar items. Grand Americans reimbursement
to us for use of our mailroom, telephone system, security, graphic arts, photo and publishing
services is based on actual usage or an allocation of total actual usage. The aggregate amount
received from Grand American by us for shared expenses, net of amounts paid by us for shared
expenses, totaled approximately $495,000 during fiscal 2008.
We strive to ensure, and management believes that, the terms of our transactions with NASCAR and
Grand American are no less favorable to us than could be obtained in arms-length negotiations.
Certain members of the France Family Group paid us for the utilization of security services, event
planning, event tickets, purchase of catering services, maintenance services, and certain
equipment. We leased certain parcels of land from WCF and JCF, LLC, which is owned by France Family
Group members. The land parcels are used primarily for parking during the events held at
Martinsville Speedway (Martinsville). The amounts paid for these items were based on actual costs
incurred, similar prices paid by unrelated third party purchasers of similar items or estimated
fair market values. The aggregate amount received by us for these items, net of amounts paid,
totaled approximately $74,000 during fiscal 2008.
We have collateral assignment split-dollar insurance agreements covering the lives of James C.
France, his spouse, and the surviving spouse of William C. France. Upon surrender of the policies
or payment of the death benefits thereunder, we are entitled to repayment of an amount equal to the
cumulative premiums previously paid by us. We may cause the agreements to be terminated and the
policies surrendered at any time after the cash surrender value of the policies equals the
cumulative premiums advanced under the agreements. We have recorded the insurance expense net of
the increase in cash surrender value of the policies associated with these agreements.
Crotty, Bartlett & Kelly, P.A. (Crotty, Bartlett & Kelly), a law firm controlled by siblings of
W. Garrett Crotty, one of our executive officers, leased office space located in our corporate
office complex in Daytona Beach, Florida. We engage Crotty, Bartlett & Kelly for certain legal and
consulting services. The aggregate amount paid to Crotty, Bartlett & Kelly by us for legal and
consulting services, net of amounts received by us for leased office space, totaled approximately
$113,000 during fiscal 2008.
J. Hyatt Brown, one of our directors, serves as President and Chief Executive Officer of Brown &
Brown, Inc. (Brown & Brown). Brown & Brown has received commissions for serving as our insurance
broker for several of our insurance policies, including our property and casualty policy, certain
employee benefit programs and the aforementioned split-dollar arrangements. The aggregate
commissions received by Brown & Brown in connection with our policies were approximately $524,000
during fiscal 2008
Kinsey, Vincent Pyle, L.C., a law firm which Christy F. Harris, one of our directors provided legal
services to us during fiscal 2008. We paid approximately $289,000 for these services in fiscal
2008, which were charged to us on the same basis as those provided other clients.
We have adopted written policies and procedures for review, approval and ratification of
transactions with related persons. These policies are evidenced in the Code of Conduct, as well as
policies concerning Conflicts of Interest and Business Ethics and Conduct. The Audit Committee is
charged in its Charter with the ultimate responsibility for the review and approval of all related
party transactions required to be disclosed pursuant to Item 404 of Regulation S-K. All proposed
transactions (regardless of the amount involved) with any director or executive officer (or their
affiliates) are required to be submitted to the Audit Committee for approval prior to the
transaction taking place. As part of our disclosure controls, all related party transactions are
reported monthly and reviewed by the Disclosure Committee, which includes the Chief Compliance
Officer and the Internal Auditor. The Disclosure Committee is responsible for elevating matters for
Audit Committee consideration. While the standard used to evaluate a transaction will vary
depending upon the particular circumstances, the goal is to make sure that we are treated fairly
and on the same basis as transactions with parties that are not related. There have been no
instances during the last fiscal year where such policies and procedures were not followed.
6 | Page
Section 16(a) Beneficial Ownership Reporting Compliance
Based upon a review of Forms 3 and 4 and amendments thereto furnished to us during the fiscal year
ended November 30, 2008, Forms 5 and amendments thereto furnished to us with respect to the fiscal
year ended November 30, 2008, and written representations furnished to us, there is no person who,
at any time during the fiscal year, was a director, officer, or beneficial owner of more than ten
percent of any class of our securities that failed to file on a timely basis reports required by
section 16(a) of the Exchange Act during the fiscal year ended November 30, 2008.
Director Meetings and Committees
Our Board of Directors met four times during fiscal 2008. Our Board of Directors has an Audit
Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, a Growth &
Development Committee, a Financing Committee and a Stock Repurchase Committee.
The functions of the Audit Committee (which presently consists of Messrs. Aiello, Brown, and
Graves) include (i) meeting with auditors to discuss the scope, fees, timing and results of the
annual audit, (ii) reviewing our consolidated financial statements, and (iii) performing other
duties deemed appropriate by the Board. The Board of Directors has adopted a written charter for
the Audit Committee, which is available on our Internet website at www.iscmotorsports.com.
The Board of Directors has determined all of the members of the Audit Committee are qualified as
audit committee financial experts (as defined by the SEC) and independent (as independence is
presently defined in Rule 4200(a)(15) of the National Association of Securities Dealers listing
standards). The Audit Committee met five times during fiscal 2008.
The functions of the Compensation Committee (which presently consists of Messrs. Rensi, Reuss, and
Staed) include (i) reviewing existing compensation levels of executive officers, (ii) making
compensation recommendations to management and the Board, and (iii) performing other duties deemed
appropriate by the Board. The Compensation Committee met seven times during fiscal 2008.
The functions of the Nominating and Corporate Governance Committee (which presently consists of
Messrs. Brown, Graves and Rensi) include (i) selecting and recommending to the Board director
nominees for election at each annual meeting of shareholders, as well as director nominees to fill
vacancies arising between annual meetings, (ii) reviewing and recommending to the Board changes to
the compensation package for directors, (iii) reviewing and, if appropriate, making changes to the
responsibilities of directors and the qualifications for new nominees, (iv) annually assessing the
Boards effectiveness as a whole as well as the effectiveness of the individual directors and the
Boards various committees, (v) reviewing and recommending to the Board changes to the corporate
governance standards for the Board and its committees, and (vi) performing other duties deemed
appropriate by the Board. The Nominating and Corporate Governance Committee was established during
fiscal 2004. The Nominating and Corporate Governance Committee did not meet during fiscal 2008.
The functions of the Growth and Development Committee (which presently consists of Messrs. Brown,
Cooper, Ford, Harris, Hosseini, Rensi and Staed) include (i) reviewing the actual and proposed
internal growth and external development projects of the Company, (ii) making recommendations to
management and the Board, and (iii) performing other duties deemed appropriate by the Board. The
Growth and Development Committee met two times in fiscal 2008.
The functions of the Financing Committee (which presently consists of Messrs. Aiello, Graves,
Harris, and Mason) include (i) reviewing, as needed, the actual and proposed mechanisms used by the
Company to obtain financing for the Company, (ii) making recommendations to management and the
Board, and (iii) performing other duties deemed appropriate by the Board. The Financing Committee
met two times in fiscal 2008
The functions of the Stock Repurchase Committee (which presently consists of Messrs. Aiello, Brown,
France, and Harris) include (i) overseeing and monitoring the stock repurchase activities of the
Company, (ii) exercising authority delegated to it by the Board to approve changes to the Companys
stock repurchase program within limits established by the Board, (iii) making recommendations to
management and the Board, and (iv) performing other duties deemed appropriate by the Board. The
Stock Repurchase Committee met four times in fiscal 2008
7 | Page
During the last full fiscal year, all of the directors attended at least 80% of the aggregate of
(1) the total number of meetings of the Board of Directors and (2) the total number of meetings
held by all committees of the Board on which they served.
Director Nomination Process
A current copy of the Nominating and Corporate Governance Committee charter is available on our
Internet website at www.iscmotorsports.com. Each director on the Nominating and Corporate
Governance Committee is independent (as independence is presently defined by the National
Association of Securities Dealers listing standards).
As part of its process and procedures, the Nominating and Corporate Governance Committee considers
director candidates recommended by security holders. All recommendations of director candidates by
shareholders will be furnished to the Nominating and Corporate Governance Committee and will be
considered in the same manner and according to the same criteria as would all other director
candidates.
There have been no material changes to the procedures by which security holders may recommend
nominees to our board of directors. Shareholders who wish to nominate directors for election at an
annual meeting of shareholders are required to follow the procedures contained in Article VI of our
Amended and Restated Articles of Incorporation, which are available on our Internet website at
www.iscmotorsports.com. Nominations must be in writing, addressed to the Secretary, and must be
received in writing not less than 120 days nor more than 180 days prior to the first anniversary of
the date of our notice of annual meeting of shareholders provided for the previous years annual
meeting. The shareholders notice to the Secretary must set forth (i) certain information regarding
the nominee, such as name, age and principal occupation, and (ii) certain information regarding the
shareholder(s) such as the name and record address of the shareholder(s) and the number of shares
of our capital stock such shareholder(s) own. No person will be eligible for election as a director
unless nominated in accordance with these procedures. There were no shareholder nominations
submitted for the 2009 annual meeting of shareholders. For the 2010 annual meeting nominations by
shareholders must be received by the Secretary between September 10, 2009 and November 9, 2009.
As stated in its charter, the Nominating and Corporate Governance Committee will annually assess
the Boards effectiveness, including the core competencies and qualifications of members of the
Board. If the Nominating and Corporate Governance Committee deems it necessary, it may select and
retain an executive search firm to identify qualified candidates to serve as members of the Board.
The Nominating and Corporate Governance Committee believes that members of and nominees to the
Board should reflect expertise in one or more of the following areas: accounting and finance,
business of motorsports, mergers and acquisitions, leadership, business and management, strategic
planning, government relations, investor relations, executive leadership development and executive
compensation. All nominees to our board of directors will be considered by the Nominating and
Corporate Governance Committee with these criteria in mind.
It is our policy to hold the annual meeting of directors immediately following the annual meeting
of shareholders. All Board members are invited to attend the annual meeting of shareholders and are
encouraged to attend. In fiscal 2008, twelve directors attended the annual meeting of shareholders.
Shareholder Communications to the Board
Shareholders may contact an individual director, the Board as a group, or a specified Board
committee or group, including the non-employee directors as a group, by mailing correspondence in
the following manner:
International Speedway Corporation
c/o Legal Department
1801 W. International Speedway Blvd.
Daytona Beach, Florida 32114
Attention: Board of Directors
8 | Page
Each communication should specify the applicable addressee or addressees to be contacted as well as
the general topic of the communication. Our Legal Department will initially receive and process
communications before forwarding them to the addressee. All communications from shareholders will
be forwarded to the addressee(s).
Code of Ethics
Our Audit Committee has adopted a code of ethics that applies to our senior financial officers
including our principal executive officer and principal financial officer. A copy of that code of
ethics is available on our Internet website at www.iscmotorsports.com. We intend to satisfy
our disclosure obligations regarding any amendment to, or waiver from, any provision of our code of
ethics that applies to any of our senior financial officers by posting that information on our
Internet website. At the present time there have been no amendments or waivers.
REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM
Ernst & Young LLP, and its predecessors have served as our auditors since 1966. Representatives of
Ernst & Young LLP will be present at the Annual Meeting of Shareholders with the opportunity to
make a statement, if they so desire, and will be available to respond to appropriate questions from
shareholders.
For the year ended November 30, 2008, we paid Ernst & Young LLP, our independent auditors,
approximately $807,947 for the annual audit including attestation services required by the
Sarbanes-Oxley Act, $12,034 for audit related services and $4,048 for tax and all other services,
respectively. There were no fees billed by Ernst & Young LLP for consulting services in connection
with financial information systems design and implementation or for internal audit services during
the fiscal year ended November 30, 2008.
The information presented below discloses the aggregate fees billed to us for each of the last two
fiscal years by Ernst & Young LLP, our independent auditors.
Audit Fees
Fiscal
2007 $882,815. Fiscal 2008 807,947.
This category includes fees for professional services rendered for the integrated audit of our
consolidated financial statements, the review of financial statements included in our Form 10-Q,
the audit of our internal controls and services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements. The 2008 fees include fees related
to the review of our SEC comment letters.
Audit-Related Fees
Fiscal
2007 $23,400. Fiscal 2008 $12,034.
This category includes fees for assurance and related services that are reasonably related to the
performance of the audit or review of our financial statements and are not included in Audit Fees
above. The nature of the services comprising the fees disclosed in this category for both fiscal
2007 and 2008 are primarily accounting advisory services for acquisitions, dispositions and equity
investments.
Tax Fees
Fiscal
2007 $10,710. Fiscal 2008 $4,048.
This category includes fees for professional services that are rendered for tax compliance, tax
advice, and tax planning. The nature of the services comprising the fees disclosed in this category
for fiscal 2007 are consultations concerning certain real estate joint ventures and other
transactions. The nature of the services comprising the fees disclosed in this category for fiscal
2008 are consultations concerning certain restructuring initiatives.
All Other Fees
There were no other fees for products and services that are not disclosed in the previous
categories.
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Audit Committee Pre-approval Policies and Procedures
The audit committee, or one of its members who has been delegated pre-approval authority, considers
and has approval authority over all engagements of the independent auditors. If a decision on an
engagement is made by an individual member, the decision is presented at the next meeting of the
audit committee. All of the engagements resulting in the fees disclosed above for fiscal 2008 were
approved by the audit committee prior to the engagement.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee oversees the Companys financial reporting process on behalf of the Board of
Directors. The Companys management has the primary responsibility for the financial statements,
for maintaining effective internal control over financial reporting, and for assessing the
effectiveness of internal control over financial reporting. In fulfilling its oversight
responsibilities, the Committee reviewed and discussed the audited consolidated financial
statements and related schedule in the Annual Report with Company management including a discussion
of the quality, not just the acceptability, of the accounting principles, the reasonableness of
significant judgments, and the clarity of disclosures in the financial statements.
The Committee reviewed with the independent registered public accounting firm, which is responsible
for expressing an opinion on the conformity of those audited consolidated financial statements and
related schedule with U.S. generally accepted accounting principles, its judgments as to the
quality, not just the acceptability, of the Companys accounting principles and such other matters
as are required to be discussed with the Committee by Statement on Auditing Standards No. 61 (as
amended), other standards of the Public Company Accounting Oversight Board (United States), rules
of the Securities and Exchange Commission, and other applicable regulations. In addition, the
Committee has discussed with the independent registered public accounting firm the firms
independence from Company management and the Company, including the matters in the letter from the
firm required by Independence Standards Board Standard No.1, and considered the compatibility of
non-audit services with the independent registered public accounting firms independence.
The Committee also reviewed managements report on its assessment of the effectiveness of the
Companys internal control over financial reporting and the independent registered public
accounting firms report on the effectiveness of the Companys internal control over financial
reporting. The Committee discussed with management and the independent registered public accounting
firm that there were no material weaknesses or significant deficiencies, individually or in the
aggregate, identified during the course of the assessment and the audit.
The Committee discussed with the Companys internal auditors and independent registered public
accounting firm the overall scope and plans for their respective audits. The Committee meets with
the internal auditors and the independent registered public accounting firm, with and without
management present, to discuss the results of their examinations, their evaluations of the
Companys internal control, including internal control over financial reporting, and the overall
quality of the Companys financial reporting. The Committee held five meetings during fiscal year
2008.
In reliance on the reviews and discussions referred to above, the Committee approved the inclusion
of the audited consolidated financial statements and related schedule and managements assessment
of the effectiveness of the Companys internal control over financial reporting in the Annual
Report on Form 10-K for the year ended November 30, 2008 for filing with the Securities and
Exchange Commission. In April 2008, the Committee approved the selection of the Companys
independent registered public accounting firm which performed the fiscal 2008 annual audit of the
Companys financial statements and the effectiveness of the Companys internal control over
financial reporting.
The Committee is governed by a charter. The Committee is comprised solely of independent directors
as defined by the NASDAQ listing standards and Rule 10A-3 of the Securities Exchange Act of 1934.
Larry Aiello, Jr., Chairman
J. Hyatt Brown
William P. Graves
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EXECUTIVE COMPENSATION
Compensation discussion and analysis.
Overview
The goal of the compensation programs for our named executive officers is the same as our goal for
operating the company to create and enhance value for our shareholders. Toward this goal, we have
designed and implemented our compensation programs for our named executives to:
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reward them for financial and operating performance; |
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align their interests with those of our shareholders; and |
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encourage them to remain with the company. |
Most of our compensation elements simultaneously fulfill one or more of our performance, alignment
and retention objectives. These elements consist of:
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salary and annual discretionary bonus; |
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non-equity (cash) incentive compensation based upon annually determined performance
criteria; |
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equity incentive compensation based upon annually determined performance criteria
combined with a time based vesting schedule; and |
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other benefits. |
In deciding on the type and amount of compensation for each executive, we focus almost exclusively
on current pay. We combine the compensation elements for each executive in a manner we believe
optimizes the value for our shareholders.
Compensation Objectives
Performance.
The amount of compensation for each named executive officer (those persons who are identified in
the Summary Compensation Table on page 18) is based upon the Companys attainment of specific
performance criteria and the individuals perceived contribution to those results. Elements of
compensation for each of the named executive officers that depend upon performance are:
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a plan-based cash bonus that is based upon the Companys performance against normalized
target quantitative measures which we believe to be indicators of the Companys overall
performance; |
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a discretionary cash bonus that is based upon a subjective assessment of the named
executive officers individual performance against pre-determined target qualitative
measures within the context of the Companys overall performance; and |
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a plan-based restricted stock award that is based upon the Companys performance against
the same normalized target quantitative measures used to establish the plan-based cash
bonus which is subject to vesting schedules that require continued service to the Company. |
In addition, the named executive officers other than the Chief Executive Officer and the President
have a performance based compensation element that is a discretionary cash bonus which is based
upon a subjective assessment by the Chief Executive Officer of the collective performance of all of
the officers of the Company during the prior fiscal year.
Each of these elements reward annual achievements and are commensurate with the named executive
officers scope of responsibilities.
Alignment.
We attempt to align the interests of the named executive officers with those of our shareholders by
evaluating executive performance on the basis of normalized target quantitative financial
measurements which we believe closely correlate to increasing shareholder value.
11 | Page
The element of compensation that aligns the interests of the named executive officers with shareholders
is the plan-based restricted stock award which links a portion of compensation to shareholder value because
the initial value is linked to meeting normalized Company performance goals and the total value corresponds to
dividends and cumulative changes in stock price during the vesting period.
Retention.
Because of our position in the motorsports industry some of our named executive officers
are often presented with other professional opportunities, some of which are at higher
compensation levels. We attempt to retain our named executive officers through the vesting
terms on the plan-based restricted stock awards.
Compensation Implementation
Determination of Compensation.
As part of our total overall compensation plan our named executive officers are placed
in structured pay grades based upon job responsibility and description. Each grade has an
established range for annual base salary as well as targeted percentages of the annual base
salary for annual incentive compensation. The salary ranges and targeted incentive compensation
percentages for each pay grade have been evaluated regularly and adjusted when appropriate by
the Compensation Committee based upon changes in market conditions and the Companys performance factors.
We rely upon judgment in initially making compensation decisions, after reviewing the performance of
the Company and evaluating an executives prospects and performance during the year against
established goals, operational performance, business responsibilities, and current compensation
arrangements. Specific factors affecting compensation decisions for the named executive officers include:
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key financial measurements such as revenue, organic revenue, operating profit, earnings per share,
operating margins, return on total equity or total capital, cash flow from operating activities and
total shareholder return; |
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strategic objectives such as acquisitions, dispositions or joint ventures; |
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|
promoting excellence by improving products or services, being a leading market player
and attracting and retaining customers and business partners; and |
|
|
|
|
achieving specific operational goals for the company. |
We generally adhere to our historic practices and formulas in determining the amount and mix of
compensation elements. Because of our reliance on the formulaic achievement of annual Company
financial goals in determining the amount of plan-based compensation, short term changes in business
performance can have a significant impact on the compensation of the named executive officers.
We consider competitive market compensation paid by other companies of similar size and market
capitalization, but we do not attempt to maintain a certain target percentile within a peer group
or otherwise rely on those data to determine executive compensation.
We do not have any specific apportionment goal with respect to the mix between equity incentive
awards and cash payments. We generally attempt to assess an executives total pay opportunities
and whether we have provided the appropriate incentives to accomplish our compensation objectives.
Our mix of compensation elements is designed to reward recent results and performance through a
combination of cash and equity incentive awards. We also seek to balance compensation elements that
are based on financial, operational and strategic metrics. We believe the most important indicator of
whether our compensation objectives are being met is our ability to motivate our named executives to
deliver superior performance and retain them.
None of our named executive officers have employment, severance or change-of-control agreements.
Our named executive officers serve at the will of the Board, which enables the Company to terminate
their employment with discretion as to the terms of any severance arrangement. This is consistent
with the Companys performance-based employment and compensation philosophy. Of course, the fact that
our Chief Executive Officer and our President are both members of the France Family Group, which has
the ability to elect the entire Board, does impact such discretion in their cases. In addition, the
time vesting of our plan-based restricted stock awards help retain our executives by subjecting to
forfeiture any unvested shares if they leave the company prior to retirement. There are change-of-control
provisions associated with each award of such plan-based restricted stock awards.
12 | Page
Roles of Compensation Committee and Named Executives
Executive Officer Compensation is overseen by the Compensation Committee of the Board of Directors,
which is composed entirely of independent directors, pursuant to its Charter. A copy of the Charter
may be viewed on the Companys website at http://www.iscmotorsports.com.
Prior to the beginning of each fiscal year the Compensation Committee establishes a total pool of
dollars to be used for increases in annual salary compensation for all Company employees, including
all of the named executive officers. In setting this total pool of dollars the members of the
Compensation Committee consider a variety of factors, including, but not limited to, historic and
projected earnings per share, anticipated revenue growth, established salary ranges and market
conditions. The committee members then use their collective business judgment to establish the
total pool of dollars for increases in annual salary compensation.
Under the direction of the CEO the proposed salaries, individual performance goals and targeted
bonuses for each of the other named executive officers are presented to the Compensation Committee
which reviews and approves them. The Committee considers (1) Company and individual performance as
measured against management goals approved by the Board of Directors, (2) personal performance in
support of International Speedway Corporations goals as measured by annual evaluation criteria,
and (3) intangible factors and criteria such as payments by competitors for similar positions and
market movement although no particular weighting of the factors or formula is used.
Each of the named executive officers is assigned a target bonus opportunity based on corporate and
personal goals for the year. The actual bonus for each named executive officer will range from 0%
to more than 150% of the target depending upon results of corporate and personal performance during
the year. The current corporate financial measurements are earnings per share based on budget,
revenue based on budget, and operating margin based on budget. Both the targets and the actual
performance are determined on a normalized basis and may vary from year to year as established by
the Compensation Committee. Fifty percent of the target bonus opportunity for the CEO and the
President will be based upon the Compensation Committees discretionary judgment of the
individuals overall performance during the fiscal plan year. Personal performance factors for each
of the other named executive officers are based on individually tailored (functional) objectives. A
portion of each named executive officers (except for the CEO and President) incentive award will
be based upon the CEOs subjective discretionary judgment of the collective performance of all of
the officers of the Company during the prior fiscal year.
The Compensation Committee also reviews and approves the recommended corporate performance goals
and objectives which are used in establishing plan-based incentive compensation for all of the
named executive officers.
Compensation Consultants
Neither the Company nor the Compensation Committee has any contractual arrangement with any
compensation consultant who has a role in determining or recommending the amount or form of senior
executive or director compensation. The Companys named executive officers have not participated in
the selection of any particular compensation consultant. The Company obtains market intelligence on
compensation trends from a variety of sources through our human resources personnel, with the
oversight of the committee. Each year the Company participates in compensation surveys conducted by
well-known compensation consultants as a means of understanding external market practices. Except
for the foregoing, the Company has not used the services of any other compensation consultant in
matters affecting senior executive or director compensation. In the future, either the Company or
the Compensation Committee may engage or seek the advice of compensation consultants.
Equity Grant Practices
The only form of equity compensation currently provided to our named executive officers is awards
of shares of restricted stock under our 2006 Long Term Incentive Plan. For each fiscal year the
named executive officers are provided an opportunity to be awarded shares of restricted stock based
upon the same normalized corporate financial performance measures established for plan-based cash
incentive payments. The targeted number of shares is fixed by the Compensation Committee and
represents a specified percentage of the named executive officers annual base salary based upon
the average price of the Companys publicly traded shares during the fiscal year prior to the
establishment of the share target. This targeted share award amount is communicated to the named
executive officers during the second quarter of the Companys fiscal year. Upon completion of the
fiscal year and the financial
13 | Page
audit, the Companys normalized performance against the financial performance measures is
evaluated, a percentage of the targeted award to be actually awarded is determined, reviewed and
approved by the Compensation Committee and the restricted shares are issued in the name of the
named executive officers on April 1 following the completion of the fiscal year. The restricted
shares then vest over time, with 50% vesting three years after issuance and the remaining 50%
vesting five years after issuance. Prior to vesting the recipient may vote the shares and receive
dividends on the restricted shares as granted. If employment ends prior to the expiration of the
vesting period for reasons acceptable to the Compensation Committee (death, disability, retirement,
etc.) all or a portion of the unvested restricted shares may be allowed to vest. Termination of
employment for any other reason will result in forfeiture of all unvested shares. The timing of
calculations of opportunities, amounts, awards and vesting dates are made solely for administrative
efficiency and without regard to earnings or other major announcements by the Company.
Share Ownership Guidelines
The Company has no equity security ownership guidelines or requirements for the named executive
officers.
Tax Deductibility of Compensation
Section 162(m) of the Internal Revenue Code of 1986, as amended, imposes a $1 million limit on the
amount that a public company may deduct for compensation paid to the companys CEO or any of the
companys four other most highly compensated executive officers who are employed as of the end of
the year. None of the individuals covered by Section 162(m) received taxable compensation in excess
of the $1 million limit. The amounts shown in the Summary Compensation Table contain components
which are not considered taxable income to the individuals under current Internal Revenue Code
provisions. The Company does not presently structure any component of executive compensation to
meet the requirements under Section 162(m) for qualifying performance-based compensation (i.e.,
compensation paid only if the individuals performance meets pre-established objective goals based
on performance criteria approved by shareholders).
Potential Impact on Compensation from Executive Misconduct
If the Board should determine that an executive officer has engaged in fraudulent or intentional
misconduct, the Board could take action to remedy the misconduct, prevent its recurrence, and
impose such discipline on the wrongdoers as would be appropriate. Discipline would vary depending
on the facts and circumstances, and may include, without limit, (1) termination of employment, (2)
initiating an action for breach of fiduciary duty, and (3) if the misconduct resulted in a
restatement of the companys financial results, seeking reimbursement of any portion of
performance-based or incentive compensation paid or awarded to the executive that is greater than
would have been paid or awarded if calculated based on the restated financial results. These
remedies would be in addition to, and not in lieu of, any actions imposed by law enforcement
agencies, regulators or other authorities.
Elements Used to Achieve Compensation Objectives
Annual Cash Compensation
Base Salary
Base salaries for our named executive officers depend on the scope of their responsibilities, their
performance, and the period over which they have performed those responsibilities. Decisions
regarding salary increases take into account the executives current salary and the amounts paid to
the executives peers within and outside the motorsports industry. Base salaries are reviewed
annually.
Bonus
Cash bonuses for all of our named executive officers are determined based upon a grading of the
personal performance factors to attain a percentage of the target bonus opportunity and are paid
annually in January. Additional cash bonuses for the named executive officers other than the Chief
Executive Officer and the President are determined based upon a subjective assessment by the Chief
Executive Officer of the collective performance of all of the officers of the Company during the
prior fiscal year.
14 | Page
Plan-Based Compensation
Plan-based cash incentive compensation for our named executive officers is based upon the grading
of corporate financial performance factors to determine the percentage of the target opportunity to
be awarded and are also paid annually in January. The Compensation Committee has the discretion to
either award compensation absent attainment of the relevant performance goal or to reduce or
increase the size of any award of payout.
Other Plan-Based Compensation
Restricted Stock
The only other plan-based compensation for our named executive officers is the award of shares of
restricted stock which vests over time. The amount of these awards is based upon the grading of
corporate financial performance factors to determine the percentage of the target opportunity to be
awarded and the restricted shares are awarded annually in April. The Compensation Committee has the
discretion to either award compensation absent attainment of the relevant performance goal or to
reduce or increase the size of any award of payout.
Other Elements
Other Compensation
We provide our named executive officers with other benefits, reflected in the All Other
Compensation column in the Summary Compensation Table on page 18, that we believe are reasonable,
competitive and consistent with the Companys overall compensation program. We have no deferred
compensation or pension plans. The costs of these benefits constitute only a small percentage of
each named executive officers total compensation, and include premiums paid on life insurance
policies and company contributions to a 401(k) plan. The named executive officers also participate
in the standard health insurance benefits offered to all employees. We also provide the use of a
car provided by the Company and comprehensive physical examinations every other year. The named
executive officers are encouraged to attend events at the motorsports entertainment facilities
operated by the Company as part of their job function and permitted to bring a guest with them to
these events at no charge to the executive.
Compensation for the Named Executive Officers in 2008
Company Performance
The specific compensation decisions made for each of the named executive officers for 2008 reflect
the performance of the Company against specific financial and operational measurements. A
significant portion of each of the named executive officers plan-based incentive compensation is
based upon the Companys performance against the normalized corporate financial performance
measures. Based upon the Companys performance in fiscal 2008 the portion of each named executive
officers plan-based incentive compensation was set at 23% of the targeted amount. A more detailed
analysis of our financial and operational performance is contained in the Managements Discussion &
Analysis section of our 2008 Annual Report on Form 10-K filed with the SEC.
CEO Compensation
In determining Mr. Frances base salary compensation for 2008, the Compensation Committee
considered the performance of the Company in fiscal 2007, the general trends of Company performance
over the prior several years, outcomes related to growth and development activities and strategic
initiatives, market conditions, as well as the responsibilities of the position and his strategic
value to the Company. In determining the bonus and incentive portions of his compensation for 2008
the Compensation Committee determined that the discretionary portion of his bonus should be the
same percentage of the targeted amount as the plan-based incentive compensation. Accordingly it was
set at 23% of the targeted amount.
Others
In determining the base salary compensation of Mrs. Kennedy, Mr. Saunders, Mr. Houser, and Mr.
VanDerSnick for 2008 the Compensation Committee considered the same criteria as for the CEO. The
Compensation Committee also considered the recommendations based upon evaluation of individual
functional area responsibilities and goals as submitted by the CEO and President.
15 | Page
In determining the bonus and incentive portions of Mrs. Kennedys compensation for 2008 the
Compensation Committee determined that the discretionary portion of her bonus should be the same
percentage of the targeted amount as the plan-based incentive compensation. Accordingly it was set
at 23% of the targeted amount.
In determining the bonus and incentive portions of the compensation of Mr. Saunders, Mr. Houser,
and Mr. VanDerSnick for 2008, the Compensation Committee followed the recommendations of the CEO
and President with respect to the portions of the awards determined based upon the individualized
functional operational and performance criteria. With respect to the portion of the awards based
upon Corporate performance initiatives each was awarded 23% of the targeted amount for the year.
With respect to the portion of the awards based upon the subjective assessment by the CEO of the
collective performance of all of the Companys officers each was awarded 0% of the targeted amount
for the year.
In the case of Mr. VanDerSnick the Compensation Committee followed the recommendation of the CEO
and President and continued his full compensation package and benefits during intermittent periods
of limited availability in fiscal 2008 as a result of family leave under FMLA and following the
expiration of the FMLA period.
We believe that the compensation for these individuals is consistent with the Companys
compensation objectives.
Summary Compensation Table
|
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|
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|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive Plan
|
|
All Other |
|
|
Name and Principal |
|
|
|
|
|
Salary |
|
Bonus |
|
Stock Awards |
|
Compen- sation |
|
Compen- sation |
|
Total |
Position |
|
Year |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
(a) |
|
(b) |
|
(c ) |
|
(d) |
|
(e) |
|
(g) |
|
(i) |
|
(j) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James C. France |
|
|
2008 |
|
|
$ |
590,801 |
|
|
$ |
41,596 |
|
|
$ |
324,300 |
|
|
$ |
41,296 |
|
|
$ |
42,222 |
|
|
$ |
1,040,215 |
|
Chairman & CEO |
|
|
2007 |
|
|
$ |
584,000 |
|
|
$ |
69,886 |
|
|
$ |
337,814 |
|
|
$ |
69,586 |
|
|
$ |
27,099 |
|
|
$ |
1,088,385 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Susan G. Schandel |
|
|
2008 |
|
|
$ |
194,835 |
|
|
$ |
150 |
|
|
$ |
199,976 |
|
|
$ |
|
|
|
$ |
4,638 |
|
|
$ |
399,599 |
|
Sr. VP, CFO, |
|
|
2007 |
|
|
$ |
280,000 |
|
|
$ |
37,782 |
|
|
$ |
103,721 |
|
|
$ |
20,363 |
|
|
$ |
16,563 |
|
|
$ |
458,429 |
|
Treasurer
(until 2/1/08) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
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|
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|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel W. Houser |
|
|
2008 |
|
|
$ |
234,677 |
|
|
$ |
33,811 |
|
|
$ |
62,121 |
|
|
$ |
6,974 |
|
|
$ |
24,976 |
|
|
$ |
362,559 |
|
VP, CFO, Treasurer
(since 2/1/08) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lesa France Kennedy |
|
|
2008 |
|
|
$ |
491,885 |
|
|
$ |
31,689 |
|
|
$ |
195,220 |
|
|
$ |
31,439 |
|
|
$ |
18,221 |
|
|
$ |
768,454 |
|
President |
|
|
2007 |
|
|
$ |
473,900 |
|
|
$ |
56,717 |
|
|
$ |
206,210 |
|
|
$ |
56,467 |
|
|
$ |
20,865 |
|
|
$ |
814,159 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John R. Saunders |
|
|
2008 |
|
|
$ |
403,133 |
|
|
$ |
72,606 |
|
|
$ |
117,846 |
|
|
$ |
16,855 |
|
|
$ |
29,010 |
|
|
$ |
639,450 |
|
Exec VP and COO |
|
|
2007 |
|
|
$ |
390,000 |
|
|
$ |
56,460 |
|
|
$ |
124,012 |
|
|
$ |
30,417 |
|
|
$ |
32,055 |
|
|
$ |
632,944 |
|
|
|
|
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
Roger VanDerSnick |
|
|
2008 |
|
|
$ |
376,928 |
|
|
$ |
63,198 |
|
|
$ |
27,442 |
|
|
$ |
14,708 |
|
|
$ |
25,069 |
|
|
$ |
507,345 |
|
SVP Mktg & Bus Ops |
|
|
2007 |
|
|
$ |
347,115 |
|
|
$ |
50,406 |
|
|
$ |
12,914 |
|
|
$ |
21,778 |
|
|
$ |
24,789 |
|
|
$ |
457,002 |
|
|
|
|
|
|
|
|
|
|
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16 | Page
Grants of Plan-Based Awards
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|
Grant |
|
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|
|
|
|
|
|
Date Fair |
|
|
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|
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|
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|
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|
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|
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|
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|
|
Value of |
|
|
|
|
|
|
|
|
|
|
Estimated Future Payouts Under Non-Equity |
|
Estimated Future Payouts Under Equity |
|
Stock and |
|
|
|
|
|
|
Author- |
|
Incentive Plan Awards |
|
Incentive Plan Awards |
|
Option |
Name |
|
Grant Date |
|
ization Date |
|
Threshold ($) |
|
Target ($) |
|
Maximum ($) |
|
Threshold (#) |
|
Target (#) |
|
Maximum (#) |
|
Awards |
(a) |
|
(b1) |
|
(b2) |
|
(c) |
|
(d) |
|
(e) |
|
(f) |
|
(g) |
|
(h) |
|
(l) |
|
James C. France |
|
|
11/30/08 |
|
|
|
11/13/08 |
|
|
$ |
|
|
|
$ |
177,000.00 |
|
|
$ |
265,500.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5/1/08 |
|
|
|
4/29/08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
8,553 |
|
|
|
12,830 |
|
|
$ |
362,818 |
|
|
Susan G. Schandel |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel W. Houser |
|
|
11/30/08 |
|
|
|
11/13/08 |
|
|
$ |
|
|
|
$ |
40,320.00 |
|
|
$ |
60,480.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5/29/08 |
|
|
|
4/29/08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
2,264 |
|
|
|
3,396 |
|
|
$ |
96,039 |
|
|
Lesa France Kennedy |
|
|
11/30/08 |
|
|
|
11/13/08 |
|
|
$ |
|
|
|
$ |
134,750.00 |
|
|
$ |
202,125.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5/1/08 |
|
|
|
4/29/08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
5,137 |
|
|
|
7,706 |
|
|
$ |
217,912 |
|
|
John R. Saunders |
|
|
11/30/08 |
|
|
|
11/13/08 |
|
|
$ |
|
|
|
$ |
80,340.00 |
|
|
$ |
120,510.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5/1/08 |
|
|
|
4/29/08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
3,397 |
|
|
|
5,096 |
|
|
$ |
144,101 |
|
|
Roger VanDerSnick |
|
|
11/30/08 |
|
|
|
11/13/08 |
|
|
$ |
|
|
|
$ |
63,098.00 |
|
|
$ |
94,647.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5/1/08 |
|
|
|
4/29/08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
2,547 |
|
|
|
3,821 |
|
|
$ |
108,044 |
|
|
Outstanding equity awards at fiscal year-end
|
|
|
|
|
|
|
|
|
|
|
Stock Awards |
|
|
Number of Shares of |
|
Market Value of Shares |
|
|
Stock That Have Not |
|
of Stock That Have Not |
Name |
|
Vested (#) |
|
Vested ($) |
(a) |
|
(g) |
|
(h) |
|
James C. France |
|
|
25,449 |
|
|
$ |
660,401.55 |
|
|
Susan G. Schandel |
|
|
6,361 |
|
|
$ |
165,067.95 |
|
|
Daniel W. Houser |
|
|
4,921 |
|
|
$ |
127,699.95 |
|
|
Lesa France Kennedy |
|
|
15,243 |
|
|
$ |
395,555.85 |
|
|
John R. Saunders |
|
|
9,205 |
|
|
$ |
238,869.75 |
|
|
Roger VanDerSnick |
|
|
2,507 |
|
|
$ |
65,056.65 |
|
|
Option exercises and stock vested
|
|
|
|
|
|
|
|
|
|
|
Stock Awards |
|
|
Number of Shares |
|
Value Realized on |
Name |
|
Acquired on Vesting (#) |
|
Vesting ($) |
(a) |
|
(d) |
|
(e) |
|
James C. France |
|
|
5,784 |
|
|
$ |
238,300.80 |
|
|
Susan G. Schandel |
|
|
1,939 |
|
|
$ |
79,886.80 |
|
|
Daniel W. Houser |
|
|
935 |
|
|
$ |
38,522.00 |
|
|
Lesa France Kennedy |
|
|
3,772 |
|
|
$ |
155,406.40 |
|
|
John R. Saunders |
|
|
2,215 |
|
|
$ |
91,258.00 |
|
|
Roger VanDerSnick |
|
|
|
|
|
$ |
|
|
|
17 | Page
Potential payments upon termination or change-in-control
The only potential payments for any of the named executive officers are related to the unvested
shares of restricted stock as shown in the Outstanding Equity Awards at Fiscal Year End above. Upon
the occurrence of a change of control as defined in the individual participant plans for all
participants in the restricted stock incentive program all of the unvested shares would immediately
vest for each participant. There are no other arrangements to be disclosed pursuant to this item.
Compensation of directors
We pay our non-employee directors:
|
|
|
a $20,000 annual fee which each non-employee director may elect to receive either in
cash or options to acquire Class A common stock; |
|
|
|
|
an annual grant of options to acquire Class A common stock in an amount determined by
using the Black-Scholes calculation to determine the number of options worth $30,000 at the
time the options are issued; |
|
|
|
|
a cash fee of $1,500 for each meeting of the board of directors attended; |
|
|
|
|
a cash fee of $1,000 for each meeting of each committee (other than the Audit Committee)
of the board of directors attended; |
|
|
|
|
members of the Audit Committee are paid a cash fee of $1,500 for each meeting of the
Audit Committee attended; and |
|
|
|
|
the chairman of the Audit Committee is paid an additional $5,000 annual fee which he may
elect to receive in either cash or options to acquire Class A common stock. |
At the time of the annual meeting of shareholders (presently held in April of each year) the
non-employee directors make an election concerning the mix of cash and options with respect to
their annual fees. Following the submission of the election, the entire cash portion of the annual
fees for the annual meeting to annual meeting period are issued to the directors. For
administrative convenience, all options to acquire Class A common stock are issued on July 1
following the annual meeting with an exercise price equal to the closing price on the day of
issuance. Options are issued pursuant to the 2006 Long-Term Stock Incentive Plan, and valued using
the Black-Scholes method. The options become exercisable after 1 year and expire at the end of 10
years from issuance. All meeting fees are paid at the time of the meeting.
In addition, we also reimburse directors for all expenses incurred in the performance of their
duties.
The amounts shown in the Fees Earned or Paid in Cash column of the Director Compensation Table
represent the sum of all annual fee and meeting fee cash payments made to the indicated directors
during the fiscal year ended November 30, 2008. It does not include any expense reimbursement.
The amounts shown in the Option Awards column of the Director Compensation Table represent the
dollar amount recognized for financial statement reporting purposes with respect to the fiscal year
ended November 30, 2008 in accordance with FAS 123R, and includes recognition for a portion of the
options awarded on July 1, 2007 and for a portion of the options awarded on July 1, 2008.
No director received perquisites and personal benefits with a total value of $10,000 or more during
the fiscal year ended November 30, 2008.
18 | Page
Director Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Earned or |
|
Option Awards |
|
|
Name |
|
Paid in Cash ($) |
|
($) (1) |
|
Total ($) |
|
Larry Aiello, Jr. |
|
$ |
39,500.00 |
|
|
$ |
27,886.00 |
|
|
$ |
67,386.00 |
|
J. Hyatt Brown |
|
$ |
36,500.00 |
|
|
$ |
26,544.00 |
|
|
$ |
63,044.00 |
|
Edsel B. Ford, II |
|
$ |
8,000.00 |
|
|
$ |
13,404.00 |
|
|
$ |
21,404.00 |
|
Brian Z. France |
|
$ |
7,000.00 |
|
|
$ |
44,237.00 |
|
|
$ |
51,237.00 |
|
William P. Graves |
|
$ |
27,000.00 |
|
|
$ |
26,544.00 |
|
|
$ |
53,544.00 |
|
Christy F. Harris |
|
$ |
24,000.00 |
|
|
$ |
41,553.00 |
|
|
$ |
65,553.00 |
|
Morteza Hosseini-Kargar |
|
$ |
7,000.00 |
|
|
$ |
44,237.00 |
|
|
$ |
51,237.00 |
|
Raymond K. Mason, Jr. |
|
$ |
35,000.00 |
|
|
$ |
26,544.00 |
|
|
$ |
62,044.00 |
|
Edward H. Rensi |
|
$ |
15,000.00 |
|
|
$ |
31,906.00 |
|
|
$ |
46,906.00 |
|
Lloyd E. Reuss |
|
$ |
32,000.00 |
|
|
$ |
26,544.00 |
|
|
$ |
58,544.00 |
|
Thomas W. Staed |
|
$ |
35,000.00 |
|
|
$ |
38,874.00 |
|
|
$ |
73,874.00 |
|
|
Note 1 For each director with awards shown in this column the grant date fair value of the option
awards computed in accordance with FAS 123R (which does not necessarily correspond to the Black
Scholes valuation used to calculate the size of the award initially) and the aggregate number of
option awards outstanding at fiscal yearend is shown below: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate Option Awards |
|
|
Grant Date Fair Value of Options Awarded on |
|
Outstanding at 11/30/2008 |
Name |
|
7/1/2007 ($) |
|
7/1/2008 ($) |
|
(#) |
|
Larry Aiello, Jr. |
|
$ |
31,730.17 |
|
|
$ |
22,447.00 |
|
|
|
7,363 |
|
J. Hyatt Brown |
|
$ |
31,730.17 |
|
|
$ |
19,236.00 |
|
|
|
9,139 |
|
Edsel B. Ford, II |
|
$ |
|
|
|
$ |
32,065.00 |
|
|
|
2,387 |
|
Brian Z. France |
|
$ |
52,876.31 |
|
|
$ |
32,065.00 |
|
|
|
6,484 |
|
William P. Graves |
|
$ |
31,730.17 |
|
|
$ |
19,236.00 |
|
|
|
6,502 |
|
Christy F. Harris |
|
$ |
52,876.31 |
|
|
$ |
25,644.00 |
|
|
|
13,118 |
|
Morteza Hosseini-Kargar |
|
$ |
31,730.17 |
|
|
$ |
32,065.00 |
|
|
|
4,800 |
|
Raymond K. Mason, Jr. |
|
$ |
52,876.31 |
|
|
$ |
19,236.00 |
|
|
|
9,606 |
|
Edward H. Rensi |
|
$ |
31,730.17 |
|
|
$ |
32,065.00 |
|
|
|
11,658 |
|
Lloyd E. Reuss |
|
$ |
31,730.17 |
|
|
$ |
19,236.00 |
|
|
|
11,675 |
|
Thomas W. Staed |
|
$ |
52,876.31 |
|
|
$ |
19,236.00 |
|
|
|
11,378 |
|
Compensation Committee Interlocks and Insider Participation
The Compensation Committee members whose names appear on the Compensation Committee Report below
were committee members during all of fiscal year 2008. No member of the Compensation Committee is
or has been a former or current executive officer of the Company or had any relationships requiring
disclosure by the Company under the SECs rules requiring disclosure of certain relationships and
related party transactions. None of the Companys executive officers served as a director or a
member of a compensation committee (or other committee serving an equivalent function) of any other
entity that has or has had one or more executive officers who served as a director or member of the
Compensation Committee during the fiscal year ended November 30, 2008.
19 | Page
Compensation Committee Report
The compensation committee has reviewed and discussed the Compensation Discussion and Analysis with
management and recommended to the board of directors that the Compensation Discussion and Analysis
be included in this information statement and our annual report on Form 10-K.
|
|
|
|
|
Edward H. Rensi
Lloyd E. Reuss
Thomas W. Staed |
Performance Graph
The rules of the SEC require us to provide a line graph covering at least the last five fiscal
years and comparing the yearly percentage change in our total shareholder return on a class of our
common stock with the cumulative total return of a broad equity index, assuming reinvestment of
dividends, and the cumulative total return, assuming reinvestment of dividends, of a published
industry or line-of-business index; peer issuers selected in good faith; or issuers with similar
market capitalization. The graph above compares the cumulative total five year return of our class
A common stock with that of the NASDAQ Stock Market Index (U.S. Companies) and with the 40 NASDAQ
issues (U.S. companies) listed in SIC codes 7900-7999, which encompasses service businesses in the
amusement,
sports and recreation industry, which includes indoor operations that are not subject to the impact
of weather on operations, and pari-mutual and other wagering operations. We conduct large outdoor
sporting and entertainment events that are subject to the impact of weather, and we are not
involved in pari-mutual or other wagering. The stock price shown has been estimated from the high
and low prices for each quarter for which the close is not available. Because of the unique nature
of our business and the fact that public information is available concerning only a limited number
of companies involved in the same line of business, and no public information is available
concerning other companies in our line of business, we do not believe that the information
presented below is meaningful.
* Assumes $100 investment in the common stock of International Speedway Corporation, Nasdaq Stocks
SIC 7900-7999 (US Companies) and Nasdaq Stock Market Indices on November 30, 2003 (US Companies)
with dividend reinvestment.
20 | Page
VOTING PROCEDURE
With respect to the election of directors, the person receiving a plurality of the votes cast by
shares entitled to vote for the position being filled shall be elected. We know of no other items
to come before the meeting other than those stated above. On any other item that should come before
the meeting, the matter shall be decided by a majority of the votes cast by shares entitled to vote
at the meeting.
In advance of the meeting we may appoint one or more inspectors of election or judges of the vote,
as the case may be, to act at the meeting or any adjournment thereof. In case any person who may be
appointed as an inspector or judge fails to appear or act, the vacancy may be filled at the meeting
by the person presiding. In case of dispute the inspectors or judges, if any, shall determine the
number of shares of stock outstanding and the voting power of each, the shares of stock represented
at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots and consents, hear and determine all challenges and questions arising in connection
with the right to vote, count and tabulate votes, ballots and consents, determine the result, and
do such acts as are proper to conduct the election or vote with fairness to all shareholders. On
request of the person presiding at the meeting, the inspector or inspectors or judge or judges, if
any, shall make a report in writing of any challenge, question or matter determined by him or them,
and execute a certificate of any fact found by him or them.
Dissenters Right of Appraisal
We do not anticipate that any matter will be acted upon at the meeting that would give rise to
rights of appraisal or similar rights of dissenters.
AVAILABLE INFORMATION
We file annual, quarterly and special reports, information statements and other information with
the SEC. Our SEC filings are available to the public over the internet at the SECs web site at
http://www.sec.gov. You may also read and copy any document we file with the SEC at its public
reference facilities at 100 F Street, NE, Washington, D.C. 20549. You can also obtain copies of the
documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F
Street, NE, Washington D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on
the operation of the public reference facilities. You can also obtain information about us at the
offices of the National Association of Securities Dealers, 1735 K St., N.W., Washington, D.C.
20006.
|
|
|
|
|
|
By Order of the Board of Directors
|
|
|
|
|
|
W. Garrett Crotty |
|
|
Senior Vice President, Secretary and
General Counsel |
|
|
March 1, 2009
21 | Page
Driven to be the world leader in motorsports entertainment by providing
superior, innovative and thrilling guest experiences.
22 | Page