def14c
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
One Daytona Boulevard
Daytona Beach, Florida 32114
NOTICE OF 2011 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
THE INTERNATIONAL MOTORSPORTS CENTER, One Daytona Boulevard, Daytona Beach, FL 32114 on Wednesday,
the 6th day of April 2011, commencing at 9:00 A.M., for the following purposes:
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To elect three (3) 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 January 31, 2011, will be entitled to vote, either in person or by
proxy. Due to logistical considerations, please be present by 8:45 A.M. Shareholder registration
tables will open at 8:00 A.M.
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By Order of the Board of Directors
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W. Garrett Crotty |
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March 1, 2011 |
Senior Vice President, Secretary and
General Counsel |
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This Notice of 2011 Annual Meeting and the attached Information Statement dated March 1, 2011
should be read in combination with the Companys annual report on Form 10-K for the fiscal year
ended November 30, 2010 and the Annual Report. Collectively these documents contain all of the
information and disclosures required in connection with the 2011 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.internationalspeedwaycorporation.com.
INTERNATIONAL SPEEDWAY CORPORATION
One Daytona 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 7, 2011 to holders of record on January 31, 2011
(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.
ii
Contents
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iii
[This page was intentionally left blank]
iv
DATE, TIME AND PLACE INFORMATION
Our Annual Meeting of Shareholders will be held on Wednesday, April 6, 2011 commencing at 9:00
A.M. at THE INTERNATIONAL MOTORSPORTS CENTER, One Daytona Boulevard, Daytona Beach, Florida, 32114.
Shareholder registration tables will open at 8:00 A.M. The mailing address of our principal
executive offices is One Daytona Boulevard, Daytona Beach, Florida 32114.
VOTING SECURITIES AND PRINCIPAL HOLDERS
This Information Statement is being mailed commencing on or about March 7, 2011 to all of our
shareholders of record as of the Record Date. The Record Date for the Annual Meeting is January 31,
2011. As of the Record Date, we had 27,704,918 shares of class A common stock and 20,336,866 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 |
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Number of Shares of Common |
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Percentage of Common |
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Voting Power of |
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Stock Beneficially Owned (2) |
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Stock Beneficially Owned |
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Common 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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18,255,929 |
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18,163,435 |
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39.80 |
% |
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89.31 |
% |
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70.26 |
% |
James C. France (9) |
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12,407,339 |
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12,349,749 |
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30.93 |
% |
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60.72 |
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47.77 |
% |
Betty Jane France (10) |
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5,473,725 |
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5,456,616 |
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16.50 |
% |
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26.83 |
% |
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21.35 |
% |
Royce & Associates LLC (11) |
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2,207,942 |
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0 |
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7.97 |
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0.00 |
% |
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1.71 |
% |
NJF Investment Group LLC (12) |
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1,932,600 |
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0 |
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7.00 |
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0.00 |
% |
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1.49 |
% |
Blackrock Global Investors (13) |
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1,609,851 |
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0 |
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5.81 |
% |
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0.00 |
% |
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1.24 |
% |
American Century Investment Mgmt Inc (14) |
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1,482,406 |
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0 |
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5.40 |
% |
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0.00 |
% |
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1.15 |
% |
Lesa D. Kennedy (15) |
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987,520 |
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1,005,315 |
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3.44 |
% |
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4.94 |
% |
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3.90 |
% |
Brian Z. France (16) |
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488,047 |
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499,316 |
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1.73 |
% |
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2.45 |
% |
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1.92 |
% |
Thomas W. Staed (17) |
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34,652 |
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0.12 |
% |
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0.00 |
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0.03 |
% |
Raymond K. Mason |
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34,381 |
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16,665 |
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0.12 |
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0.08 |
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0.08 |
% |
John R. Saunders |
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33,834 |
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11,286 |
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0.12 |
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0.06 |
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0.06 |
% |
J. Hyatt Brown (18) |
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22,307 |
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9,000 |
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0.08 |
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0.04 |
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0.05 |
% |
Lloyd E. Reuss |
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21,443 |
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0.07 |
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0.00 |
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0.02 |
% |
Christy F. Harris (19) |
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20,436 |
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150 |
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0.07 |
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0.00 |
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0.02 |
% |
Morteza Hosseini-Kargar |
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15,685 |
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0.06 |
% |
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0.00 |
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0.01 |
% |
Edward H. Rensi |
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13,426 |
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0.05 |
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0.00 |
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0.01 |
% |
Larry Aiello, Jr. |
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11,164 |
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0 |
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0.04 |
% |
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0.00 |
% |
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0.01 |
% |
William P. Graves |
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9,373 |
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0 |
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0.03 |
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0.00 |
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0.01 |
% |
Daniel W. Houser |
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8,201 |
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0.03 |
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0.00 |
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0.01 |
% |
Edsel B. Ford, II |
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7,172 |
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0 |
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0.03 |
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0.00 |
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0.01 |
% |
Roger VanDerSnick |
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5,794 |
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0 |
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0.02 |
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0.00 |
% |
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0.00 |
% |
W. Grant Lynch, Jr. |
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5,663 |
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0 |
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0.02 |
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0.00 |
% |
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0.00 |
% |
All directors and executive officers
as a group (23 persons)(20) |
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18,541,735 |
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18,203,410 |
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40.42 |
% |
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89.50 |
% |
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69.82 |
% |
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, One Daytona 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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(3) |
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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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(5) |
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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 17th amendment to Schedule 13G which was filed with the SEC in February 2011.
Amounts shown reflect the non-duplicative aggregate of 92,494 Class A and 16,590,258 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 2,342,252 Class B shares held by the adult
children of James C. France. See footnotes (9), (10), (15), and (16). |
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(9) |
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Includes (i) 243,533 Class B shares held of record by Sharon M. France, his spouse, (ii) all
of the 8,042,465 Class B shares held of record by Western Opportunity Limited Partnership
(Western Opportunity), (iii) all of the 140,227 Class B shares held of record by Carl
Investment Limited Partnership (Carl), (iv) all of the 78,243 Class B shares held of record
by Quaternary Investment Company, (v) all of the 2,047,923 Class B shares held of record by
Carl Two Limited Partnership (Carl Two), (vi) all of the 464,299 Class B shares held of
record by Carl Three Limited Partnership (Carl Three), (vii) all of the 173 Class B shares
held of record by Carl Two, LLC, (viii) all of the 80,502 Class B shares held of record by
Auto Research Bureau (ARB), and (ix) all of the 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, and Carl Three, LLC the general partner of Carl
Three. Does not include shares held beneficially by the adult children of James C. France or
their descendants. |
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Includes (i) 3,273,136 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 745 Fifth Avenue, New York, NY 10151-0009. |
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(12) |
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This owners address is 2100 Ross Avenue, Suite 700, Dallas, Texas, 75201-7915. Beneficial
ownership of these shares has been reported as shared with Allianz Global Investors Management
Partners LLC, Nicholas-Applegate Capital Management LLC, and Oppenheimer Capital LLC. |
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(13) |
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This owners address is 40 East 52nd Street, New York, NY 10022. |
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(14) |
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This owners address is 4500 Main Street, 9th Floor, Kansas City, Missouri 64111.
Beneficial ownership of these shares has been reported as shared with Richard W. Brown, as
Trustee of the James E. Stowers Twentieth Century Companies, Inc. Stock Trust, and American
Century Companies, Inc. |
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(15) |
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Includes (i) 349,313 Class B shares held of record by BBL Limited Partnership, (ii) 77,733
Class B shares held of record by Western Opportunity, (iii) 262,263 Class B shares held of
record by Western Opportunity as custodian for minor child, (iv) 204,990 Class B shares held of
record by Billpay Limited Partnership, (v) 26,662 Class B shares held of record by WCF Family
I, Inc. and (vi) 1,500 Class B shares held as custodian for minor child. Ms. 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 (ii) 5,169 Class
B shares held of record by Western Opportunity, (iii) 269,972 Class B shares held of record by
Billpay Limited Partnership (iv) 26,662 Class B shares held of record by WCF Family I, Inc.
(v) 6,460 Class B shares held of record by Western Opportunity as custodian for minor
children. 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 300 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). |
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DIRECTORS, NOMINEES AND OFFICERS
As of the Record Date our officers, directors and nominees were as follows:
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Name |
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Age |
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Position With the Company |
James C. France
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66 |
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Chairman of the Board, Assistant Treasurer and Director |
Lesa France Kennedy
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49 |
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Vice Chairwoman, Chief Executive Officer and Director |
John R. Saunders
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54 |
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President |
W. Garrett Crotty
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47 |
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Senior Vice President, Secretary and General Counsel |
Daniel W. Houser
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59 |
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Senior Vice President, Chief Financial Officer and Treasurer |
Joie S. Chitwood
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41 |
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Vice President |
Laura E. Jackson
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45 |
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Vice President, Human Resources |
W. Grant Lynch, Jr.
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57 |
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Vice President ISC Strategic Initiatives |
Craig R. Neeb
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50 |
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Vice President Multi Channel Marketing and Chief Information Officer |
Brett M. Scharback
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36 |
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Vice President Deputy General Counsel, Chief Compliance Officer and
Assistant Secretary |
Brian K. Wilson
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50 |
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Vice President, Corporate Development |
Tracie K. Winters
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39 |
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Vice President, Business Development |
Daryl Q. Wolfe
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43 |
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Vice President, Chief Marketing Officer |
Larry Aiello, Jr.
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60 |
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Director |
J. Hyatt Brown
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73 |
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Director |
Edsel B. Ford, II
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62 |
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Director |
Brian Z. France
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48 |
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Director |
William P. Graves
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58 |
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Director |
Christy F. Harris
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65 |
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Director |
Morteza Hosseini-Kargar
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55 |
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Director |
Raymond K. Mason, Jr.
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55 |
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Director |
Edward H. Rensi
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66 |
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Director |
Lloyd E. Reuss
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74 |
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Director |
Thomas W. Staed
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79 |
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Director |
Our Board of Directors is divided into three classes, with regular three year staggered terms.
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. Ms. Kennedy and Messrs. Aiello, Brown, Rensi
and Staed were elected to hold office until the annual meeting of shareholders to be held in 2012.
Messrs. Ford, Graves, Harris and Hosseini were elected to hold office until the annual meeting of
shareholders to be held in 2013. Mr. Mason is not standing for re-election and, as such, the Board
will be composed of only 12 members following the election of directors at the 2011 annual meeting.
For the election of directors at the Annual Meeting of Shareholders in April 2011, the Board has
accepted the recommendation of the Nominating and Corporate Governance Committee and approved the
nomination of Messrs. James C. France, Brian Z. France and Reuss as directors to serve three-year
terms and hold office until the annual meeting of shareholders to be held in 2014.
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.
Directors Holding Office Until 2011 Annual Meeting
Mr. James C. France, a director since 1970, has served as our Chairman since July 2007, and as our
Assistant Treasurer since June 2009. Previously, he served as our Chairman and Chief Executive
Officer from July 2007 until June 2009 and he served as Vice Chairman and Chief Executive Officer
from April 2003 until July 2007. He also served as our President and Chief Operating Officer from
1987 until 2003. Mr. France is also Vice Chairman, Executive Vice President and Assistant
Secretary of NASCAR. Mr. Frances extensive business and motorsports industry experience,
knowledge of our Company and proven leadership ability are among the factors the Board considered
with respect to his nomination for re-election to the Board.
Mr. Brian Z. France, a director since 1994, has served as NASCARs Chairman and Chief Executive
Officer since September 2003, Executive Vice President from February 2001 to September 2003 and
Vice Chairman from January 2003 to September 2003. Previously, he served as NASCARs Senior Vice
President from 1999 to 2001. Mr. Frances extensive experience in and knowledge of the motorsports
industry, in particular NASCAR, are among the factors the Board considered with respect to his
nomination for re-election to the Board.
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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 CenterBank of Jacksonville, N.A. (until August 2001,
this entity was known as RCK, Inc.). Mr. Masons years of experience in the banking industry,
including extensive experience in management, are among the factors the Board considered in
concluding he is qualified to serve as a Board member. Mr. Mason is not standing for re-election
as a director.
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., a publicly traded company, and United States Sugar Company. Mr. Reuss experience
as an executive at a major automobile manufacturer, along with his experience on other boards of
directors are among the factors the Board considered with respect to his nomination for re-election
to the Board.
Directors Holding Office Until 2012 Annual Meeting
Ms. Lesa France Kennedy, a director since 1984, became Vice Chairwoman July 2007 and was named our
Chief Executive Officer in June 2009. Previously, she served as our President from April 2003
until June 2009. 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. Ms. Kennedy is also Vice Chairwoman, Executive Vice President and Assistant Treasurer of
NASCAR. Ms. Kennedys experience in the motorsports industry, her knowledge of our Company and
proven leadership ability are among the factors the Board considered in concluding she is qualified
to serve as a Board member.
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. Aiellos business background and experience
enhance his ability to analyze and contribute valuable insight on matters such as financing and
capital management. In addition, his contributions as a member and then Chairman of our Audit
Committee are among the factors the Board considered in concluding he is qualified to serve as a
Board member.
Mr. J. Hyatt Brown, a director since 1987, serves as the Chairman of Brown & Brown, Inc. and has
been in the insurance business since 1959. Mr. Brown also currently serves as a director of NextEra
Energy, Inc. and Verisk Analytics, Inc. Until January 2010, Mr. Brown served on the Board of
Rock-Tenn Company, until April 2008, he served on the Board of SunTrust Banks, Inc. and until
December 2006, he served on the Board of BellSouth Corporation, each a publicly held company. Mr.
Browns extensive business experience, service on boards of other publicly traded companies and
proven leadership abilities are among the factors the Board considered in concluding he was
qualified to serve as a Board member.
Mr. Edward H. Rensi, a director since January 1996, is Founder & Chief Executive Officer of Tom and
Eddies Restaurants. 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.
Rensis extensive business experience, including those involving consumer marketing, his diverse
experience on other boards of directors, and his knowledge of and experience in the motorsports
industry are among the factors the Board considered in concluding he is qualified to serve as a
Board member.
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. Mr.
Staeds success as a business owner and manager, and his extensive knowledge of our business are
among the factors the Board considered in concluding he is qualified to serve as a Board member.
Directors Holding Office Until 2013 Annual Meeting
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. Ford was an employee of Ford Motor Company for
over 20 years. Mr. Fords experience as an executive at a major automobile manufacturer, along
with his extensive experience in the motorsports industry are among the factors the Board
considered in concluding he is qualified to serve as a Board member.
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
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January 1995 until January 2003. Mr. Graves experience as a governor, as well as his knowledge of
governmental affairs are among the factors the Board considered in concluding he is qualified to
serve as a Board member.
Mr. Christy F. Harris, a director since 1984, has been engaged in the private practice of business
and commercial law for more than 20 years and currently is Of Counsel with Kinsey, Vincent, Pyle,
P.L. Mr. Harris experience as an attorney and counselor to businesses and their management, along
with his extensive knowledge of our business, are among the factors the Board considered in
concluding he is qualified to serve as a Board member.
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 over five years. Mr. Hosseinis
experience in real estate development and successful ownership and operation of businesses are
among the factors the Board considered in concluding he is qualified to serve as a Board member.
Messrs. Aiello, Brown, Ford, Graves, Hosseini, Rensi, Reuss, and Staed have been determined by the
Board to be independent as that term is presently defined in Rule 4200(a)(15) of the NASDAQ
listing standards.
Officers
Mr. Joie S. Chitwood has been a Vice President for us since August 2009, and in August 2010 was
named President of Daytona International Speedway, one of our subsidiaries. Prior to that, he
served as President and Chief Operating Officer of Indianapolis Motor Speedway from November 2004
through August 2009. He served as Senior Vice President, Business Affairs for Indianapolis Motor
Speedway from October 2002 to November 2004. Mr. Chitwood also served as Vice President and
General Manager of Raceway Associates, LLC, which oversaw construction of Chicagoland Speedway from
1999 to 2002.
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. Mr. Crotty has
also served as General Counsel of NASCAR since 1996 and as a member of NASCARs Board of Directors
since 2006.
Mr. Daniel W. Houser, a Certified Public Accountant, was named a Senior Vice President in June
2009. He became Chief Financial Officer in February 2009 and has been a Vice President since 2004.
Prior to his appointment as our Chief Financial Officer, Mr. Houser had been our Controller and
Chief Accounting Officer for over five years.
Ms. Laura E. Jackson was named Vice President, Human Resources in April 2010. Prior to that, she
had served as our Managing Director, Human Resources from January 2009 through March 2010. Prior
to joining the Company, Ms. Jackson served as Senior Vice President, Human Resources for Textron,
Inc. from September 2003 through January 2009.
Mr. W. Grant Lynch, Jr. has served as our Vice President ISC Strategic Projects since August
2009. Previously, he served as Senior Vice President Business Operations from April 2007 to
August 2009 and as a Vice President of the Company and President of Talladega Superspeedway, one of
our subsidiaries, since November 1993. He also served as President of Kansas Speedway, another
subsidiary of the Company, from its inception in 1997 until 2002.
Mr. Craig R. Neeb has served as Vice President Multi Channel Marketing since June 2009, and has
been our Chief Information Officer since November 2000. Mr. Neeb also served as our Managing
Director of Marketing Services from 2008 to June 2009.
Mr. John R. Saunders was appointed our President in June 2009. Previously he served as Executive
Vice President from April 2004 until June 2009 and from April 2003 until June 2009 served 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, a
subsidiary of the Company, from 1983 until 1997.
Mr. Brett M. Scharback has served as Vice President Deputy General Counsel, Chief Compliance
Officer and Assistant Secretary since April 2010. Prior to that, he served as Managing Director,
Deputy General Counsel from May 2009 through March 2010 and served as our Associate General Counsel
from October 2004 through April 2009. Prior to joining us, Mr. Scharback was an Associate in the
Washington, D.C. office of Baker Botts L.L.P.
Mr. Brian K. Wilson has served as Vice President, Corporate Development since February 2006. Prior
to joining us, 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.
5 | Page
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.
Certain Relationships and Related Transactions
All of the racing events that take place during our fiscal year (from December 1 to November
30) 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 Road Racing (Grand
American), Historic Sportscar Racing, Indy Racing League, NASCAR, National Hot Rod Association,
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
many of our principal racing events, is a member of the France Family Group which controls in
excess of 70.2 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 $131.4 million for the year
ended November 30, 2010. There were no prize and point fund monies paid to NASCAR related to
discontinued operations. We have outstanding receivables related to NASCAR and its affiliates of
approximately $19.2 million at November 30, 2010.
Under current agreements, NASCAR contracts directly with certain network providers for television
rights to the entire NASCAR Sprint Cup and Nationwide series schedules and the NASCAR Camping World
Truck series schedule. Event promoters share in the television rights fees in accordance with the
provision of the sanction agreement for each NASCAR Sprint Cup and Nationwide series event and each
NASCAR Camping World Truck series event beginning in fiscal 2007. 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 Camping World 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 and
Nationwide series events and the NASCAR Camping World Truck series events conducted at our wholly
owned facilities were $269.1 million in fiscal year 2010. There were no television broadcast and
ancillary rights fees received from NASCAR related to discontinued operations.
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 Daytona Beach, Florida. We pay 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 pay 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 Camping World Truck races
represent an agreed-upon percentage of our advertising revenues attributable to such race
broadcasts. 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 reimburse 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
6 | Page
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 $5.7
million during fiscal 2010.
Grand American, a wholly owned subsidiary of NASCAR, sanctions various events at certain of our
facilities. 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 $2.4 million for the year ended November 30, 2010.
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 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 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 $547,000
during fiscal 2010.
AMA Pro Racing, an entity controlled by a member of the France Family Group, sanctions various
events at certain of our facilities. Standard AMA Pro Racing 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 AMA Pro Racing to participants in the events.
Sanction fees paid by us to AMA Pro Racing totaled approximately $194,000 for the year ended
November 30, 2010.
We strive to ensure, and management believes that, the terms of our transactions with NASCAR, Grand
American and AMA Pro Racing 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 net amount received by us for the utilization of our services and our
leases of land totaled approximately $242,000 during fiscal 2010.
We entered into a transaction during fiscal 2010 with the France Family Group whereby we agreed to
receive certain land parcels and shares of the Companys stock in exchange for our collateral
assignment split-dollar insurance agreements held by us, which were valued at approximately $9.2
million and covered the lives of James C. France, his spouse, and the surviving spouse of William
C. France. The land parcels were valued at approximately $3.6 million and had previously been
leased by us from WCF and JCF, LLC (which was owned by certain members of the France Family Group)
in connection with NASCAR Sprint Cup events at Martinsville. We also received a total of 219,388
shares of the Companys stock valued at approximately $5.6 million. The number of shares received
was determined based on the market value of the Companys shares at a settlement date prior to
closing.
Crotty, Bartlett & Kelly, P.A. (Crotty, Bartlett & Kelly), a law firm controlled by family
members 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 $49,000 during fiscal 2010.
J. Hyatt Brown, one of our directors, serves as Chairman 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 $486,000 during fiscal 2010.
7 | Page
One of our directors, Christy F. Harris, is Of Counsel to Kinsey, Vincent, Pyle, P.L., a law firm
that provided legal services to us during fiscal 2010. We paid approximately $83,000 for these
services in fiscal 2010, which were charged to us on the same basis as those provided other
clients.
Approval of Related Party Transactions
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, nor
were there any transactions listed in Certain Relationships and Related Transactions that were
not reviewed.
Director Meetings and Committees
Our Board of Directors met four times during fiscal 2010. 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 (Chair), 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 website at www.internationalspeedwaycorporation.com.
The Board of Directors has determined that Messrs. Aiello and Brown are qualified as audit
committee financial experts (as defined by the SEC) and that all of the members of the Audit
Committee are independent (as independence is presently defined in Rule 4200(a)(15) of the NASDAQ
listing standards). The Audit Committee met five times during fiscal 2010.
The functions of the Compensation Committee (which presently consists of Messrs. Ford, Rensi
(Chair), 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 Board of Directors has adopted a
written charter for the Compensation Committee, which is available on our website at
www.internationalspeedwaycorporation.com. The Board has determined that all the members of the
Compensation Committee are independent (as independence is presently defined in Rule 4200(a)(15)
of the NASDAQ listing standards). The Compensation Committee met four times during fiscal 2010.
The functions of the Nominating and Corporate Governance Committee (which presently consists of
Messrs. Brown (Chair), Graves, Rensi and Staed) 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 met twice
during fiscal 2010.
The functions of the Growth and Development Committee (which presently consists of Messrs. Brown,
Ford, Harris (Chair), 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 once in fiscal 2010.
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The functions of the Financing Committee (which presently consists of Messrs. Aiello, Graves,
Harris, and Mason(Chair)) 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 three times in fiscal 2010.
The functions of the Stock Repurchase Committee (which presently consists of Messrs. Aiello, Brown,
James C. France (Chair), 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 2010.
During the last full fiscal year, all of the directors attended at least 75% 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.
Board Leadership
Our Board has the flexibility to determine whether the roles of Chairman of the Board and
Chief Executive Officer should be separated or combined. The Board makes this decision based on
its evaluation of the circumstances and the Companys specific needs. Effective June 2009, upon the
retirement of James C. France from the position of Chief Executive Officer, the roles of Chairman
and Chief Executive Officer were separated. James C. France continues to serve as Chairman of the
Board, while Lesa France Kennedy serves as Vice Chair and Chief Executive Officer. Prior to June
2009, the positions of Chairman and Chief Executive Officer were held jointly by James C. France.
We believe that this leadership structure is desirable under present circumstances because it
allows Ms. Kennedy to focus her efforts on running our business and managing it in the best
interests of our shareholders, while we are able to continue to benefit from Mr. James C. Frances
extensive business and motorsports industry experience, knowledge of our Company and proven
leadership ability. We believe that having Mr. James C. France as Chairman benefits the Company in
that it allows him to use his expertise in both industry relationships and sanctioning body
partnerships, as well as his extensive Company knowledge, in setting the strategic agenda of the
Board.
Our lead independent director coordinates providing feedback from other non-management members of
the Board to the Chief Executive Officer and other management regarding business issues and risk.
The lead independent director, through his role as Chairman of the Nominating/Corporate Governance
Committee, also manages the process of annual director self-assessment and evaluation of the Board
as a whole.
Risk Oversight
Our Board of Directors takes an active role in the oversight of risks impacting our Company.
While management is responsible for managing the Companys risk on a daily basis and for bringing
to the Boards attention areas of risk which are most material to us, the Board and management work
closely to ensure that integrity and accountability are integrated into our operations. The Board,
including through certain of its committees, discussed in more detail below (which are comprised
solely of independent directors), and through regular meetings of the independent directors without
management present, regularly reviews areas of risk (both compliance and business risk) to us and
advises and directs management on the scope and implementation of policies, strategy and other
actions designed to mitigate risk.
Many of the direct oversight functions are performed by the Audit Committee and our internal audit
staff. Specific examples of risks primarily overseen by the Audit Committee include risks related
to the preparation of our financial statements, disclosure controls and procedures, internal
controls and procedures required by the Sarbanes-Oxley Act, accounting, financial and auditing
risks, matters reported to the Audit Committee through our Internal Audit Department and through
anonymous reporting procedures, and regulations and risks associated with related party
transactions. Additionally, our independent registered public accounting firm, Ernst & Young LLP,
provides support through its annual audit and quarterly reviews of our financial statements.
Through our regular compliance work related to the Sarbanes-Oxley Act, we have created entity level
controls that are validated on a regular basis by our Internal Audit Department and Ernst & Young
LLP. These controls are designed to help prevent control failures as well as assist in the
awareness of a control failure. Members of our management team also participate in an enterprise
risk management committee, which regularly evaluates those risks deemed to be significant to us.
The
9 | Page
Audit Committee receives regular updates regarding those risks identified by the enterprise risk
management committee.
The Nominating and Corporate Governance Committee regularly monitors our compliance with corporate
governance standards and regulations. The Compensation Committee reviews and evaluates potential
risks related to compensation programs for executive and certain non-executive employees of the
Company, as further described below in the section entitled Compensation Discussion and Analysis.
The Growth and Development Committee reviews and evaluates risks related to any strategic ventures
or transactions.
In addition to the foregoing, the Board has adopted a Code of Ethics, which is applicable to all of
our employees, including the directors, our principal executive officer, the principal financial
officer and the principal accounting officer. The Code of Ethics is designed, among other things,
to deter wrongdoing and promote ethical conduct, full and accurate reporting in our filings with
the SEC, and compliance with applicable laws. The Code of Ethics mandates a 24 hour hotline that
any employee can use to report, anonymously if they so chose, any suspected fraud, financial
impropriety or other alleged wrongdoing. All calls are handled by the Chief Compliance Officer,
Vice President Human Resources and/or Director of Internal Audit, as appropriate, who regularly
report to the Audit Committee on calls received. A copy of the current Code of Ethics is available
on our website at
http://www.internationalspeedwaycorporation.com.
Director Nomination Process
A current copy of the Nominating and Corporate Governance Committee charter is available on
our website at www.internationalspeedwaycorporation.com. Each director on the Nominating and
Corporate Governance Committee has been determined by the Board to be independent (as
independence is presently defined by the NASDAQ 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 following the proper procedures (as set forth below) 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. 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 website at
www.internationalspeedwaycorporation.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 2011 annual meeting of shareholders. For
the 2012 annual meeting nominations by shareholders must be received by the Secretary between
September 2, 2011 and November 1, 2011.
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 will consider all nominees to our Board of
Directors, and make its recommendations to the full Board, which will then decide whether to
nominate a Board candidate. The Nominating and Corporate Governance Committee will consider each
nominees skill, experience, knowledge and judgment, and believes that members of and nominees to
the Board should reflect expertise in one or more of the following areas important to us:
accounting and finance, business of motorsports, mergers and acquisitions, leadership, business and
management, strategic planning, government relations, investor relations, legal issues, executive
leadership development and executive compensation. Further, the assessment of a nominees
qualifications will include consideration of the nominees ability to use sound judgment; service
on the boards of
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directors of other companies, public and private; integrity, honesty, fairness and independence;
understanding of our business; and interest and willingness to serve on the Board and dedicate the
requisite time and attention to service on the Board. All nominees to our Board will be considered
by the Nominating and Corporate Governance Committee with these factors in mind.
As part of the Nominating and Corporate Governance Committees assessment of a prospective director
nominees skill, experience, knowledge and judgment, the committee considers diversity of
background and personal experience. Ideally, the Board should be composed of persons having a
diversity of skills, background and experience that are useful to us and our present and future
needs. However, the Nominating and Corporate Governance Committee does not have a formal policy
specifying how diversity of background and personal experience should be applied and assessed in
identifying or evaluating director nominees. When considering potential nominees for the Board, the
Nominating/Corporate Governance Committee considers the standards above and each potential
nominees individual qualifications in light of the needs of the Board at such time and its
anticipated needs in the future.
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
expected to attend, but are not required to attend. In fiscal 2010, all of the members of the Board
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
One Daytona Blvd.
Daytona Beach, Florida 32114
Attention: Board of Directors
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 promptly 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 website at
www.internationalspeedwaycorporation.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 website. At the present time there have been no amendments or waivers.
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, 2010, Forms 5 and amendments thereto furnished to us with respect to the
fiscal year ended November 30, 2010, 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, 2010.
11 | Page
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.
The following table presents fees for all professional services provided by Ernst & Young LLP for
the audit of our consolidated financial statements for the years ended November 30, 2010 and 2009,
and fees billed for other services rendered by Ernst & Young LLP during those periods.
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Fiscal Year |
Fee Category |
|
2010 |
|
2009 |
|
|
|
|
|
|
|
|
|
|
Audit fees (1) |
|
$ |
759,521 |
|
|
$ |
770,276 |
|
Audit-related fees (2) |
|
$ |
|
|
|
$ |
5,590 |
|
Tax fees (3) |
|
$ |
97,161 |
|
|
$ |
85,298 |
|
All other fees (4) |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
(1) |
|
Audit fees consists of 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. |
|
(2) |
|
Audit-related fees consists of professional services rendered 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 fiscal 2009 are primarily
accounting advisory services for acquisitions, dispositions and equity investments. |
|
(3) |
|
Tax fees consists of 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 2010 and 2009 are tax return review and other tax advisory
services. |
|
(4) |
|
There were no other fees for products and services that are not disclosed in the
previous categories. |
12 | Page
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 2010 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
2010.
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, 2010 for filing with the Securities and
Exchange Commission. In April 2010, the Committee approved the selection of the Companys
independent registered public accounting firm which performed the fiscal 2010 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
13 | Page
EXECUTIVE COMPENSATION
Compensation discussion and analysis.
Overview and Objectives of Compensation Program
The goal of the compensation programs for our named executive officers is to retain and reward
leaders who create long-term value for our shareholders. This goal affects the compensation
elements we use and our compensation decisions. Toward this goal, we have designed and implemented
our compensation programs for our named executives to reward for financial and operating
performance; align the executives long term interests with those of our shareholders and motivate
executives to remain with the Company for long and productive careers built on expertise.
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 each executives current pay, rather than historic pay. We combine the compensation elements for
each executive in a manner we believe optimizes the value for our shareholders.
We provide a combination of pay elements with the goal of aligning executive incentives with
shareholder value. The three major elements of our executive compensation base salary, annual
cash bonuses and long-term incentives simultaneously fulfill one or more of our performance,
alignment and retention objectives.
The following summarizes the compensation elements we use as tools to reward, align and retain our
named executives.
Base Salary and Bonus.
Base salaries for our named executives are designed to provide competitive levels of compensation
dependent on the scope of their responsibilities, their leadership skills and values, and their
performance. For each named executive officer, we pay discretionary cash bonuses each February for
the prior years performance based upon managements evaluation and the Compensation Committees
qualitative assessment of the executives performance.
Non-Equity Incentives.
In addition to the bonus described above, the short term compensation element for the named
executive officers includes a non-equity annual incentive element based upon the Companys
performance against normalized corporate financial performance measures based on budget of earnings
per share; revenue; operating margin; and ratio of debt to capitalization.
14 | Page
Long Term Compensation 2006 Long Term Incentive Plan.
We emphasize long-term variable compensation at the senior executive levels because of our desire
to reward effective long-term management decision making and our desire to retain executive
officers who have the potential to impact both our short-term and long-term profitability. We
believe that providing Restricted Stock Units (RSUs) is an effective means to focus our named
executives on delivering long-term value to our shareholders. RSUs allow us to reward and retain
the named executives by offering them the opportunity to receive shares of our stock on the date
the restrictions lapse so long as they continue to be employed by the Company.
Other Compensation.
We provide our named executives with other benefits, reflected in the All Other Compensation column
of the 2010 Summary Compensation Table on Page 21, that we believe are reasonable, competitive and
consistent with our overall executive compensation program.
Compensation Implementation
Determination of Compensation.
As part of our total overall compensation plan the compensation for our named executive officers
depends on the scope of their responsibilities, their leadership skills and values, and their
performance. Decisions regarding salary increases are affected by the named executives current
salary and the amounts paid within and outside the Company. Base salary rates are reviewed on
annual basis 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. The following is a summary of key considerations affecting the determination of
compensation for the named executives:
Emphasis on Consistent Performance. Our compensation program provides a greater pay opportunity for
executives who demonstrate superior performance for sustained periods of time. Each of our named
officers has served us for many years, during which she/he has held diverse positions of increasing
responsibility. The amount of their pay reflects their consistent contribution with the expectation
of continued contribution to our success. Our emphasis on performance affects our discretionary
annual cash bonus and equity incentive compensation. We incorporate current year and expected
performance into our compensation decisions and percentage increases or decreases in the amount of
annual compensation.
Discretion and Judgment. 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.
Significance of Company Results. The Compensation Committee primarily evaluates the named
executives contributions to the Companys overall performance rather than focusing only on their
individual function. The Compensation Committee believes that the named executives share the
responsibility to support the goals and performance of the Company, as the executive members of the
Companys leadership team. While this
15 | Page
compensation philosophy influences all of the committees compensation decisions, it has the
biggest impact on annual equity incentive awards.
Consideration of Risk. Our compensation programs are discretionary, balanced and focused on
rewarding performance for both current year and long-term strategy. Under this structure, a greater
amount of compensation can be achieved through consistent superior performance over sustained
periods of time. Long term incentive plan compensation in the form of restricted stock is
restricted to multiple vesting years with 50% vesting in three years and the remainder vesting in
five years. We believe this provides strong incentives to manage the Company for the long term
while avoiding excessive risk-taking in the short term. Goals and objectives reflect a balanced mix
of quantitative and qualitative performance measures to avoid excessive weight on a single
performance measure. The elements of compensation are mixed among current cash payments and equity
awards. With limited exceptions the Compensation Committee retains the ability to adjust
compensation for quality of performance and adherence to our values. The Company does not believe
that its compensation policies and practices are reasonably likely to have a material adverse
effect on the Company.
No Employment and Severance Agreements. None of our named executive officers have employment or
change-of-control agreements nor do they have pre-negotiated severance agreements in place. 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 our performance-based employment and compensation philosophy. Of course, the fact that our
Chairman of the Board and our Vice Chairman and Chief Executive Officer are members of the France
Family Group, which has the ability to elect the entire Board, does impact such discretion in their
case. In addition, the time vesting of our planbased 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.
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
www.internationalspeedwaycorporation.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 of our 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 the Companys 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 150% of the target depending upon results of corporate performance and personal performance
during the year. The 2010 fiscal year corporate financial measurements consist of four components
which are weighted as follows 1) earnings per share based on budget as 20%, 2) revenue based on
budget as 40%, 3) operating margin based on budget as 20% and 4) the ratio of debt to
capitalization as 20%. 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. Forty percent of
the target bonus opportunity for the named officers will be based upon the Compensation Committees
discretionary judgment of the individuals overall performance during the fiscal plan year.
Ms. Lesa France Kennedy is Chief Executive Officer. Mr. James C. France remains Chairman of the
Board of Directors and Assistant Treasurer. Mr. John Saunders is President and Mr. Dan Houser is
Chief Financial Officer.
16 | Page
Mr. Roger VanDerSnick exited the position Executive Vice President and Chief Operating Officer
effective September 1, 2010. Mr. W. Grant Lynch, Jr. is Vice President ISC Strategic
Initiatives.
The Compensation Committee 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. Our 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 we participate in compensation surveys conducted by
well-known compensation consultants as a means of understanding external market practices. Except
for the foregoing, we have 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 our 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 our fiscal year. Upon completion of the fiscal year and the
financial audit, our 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 either April 1 or May 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
17 | Page
wrongdoers as would be appropriate. Discipline would vary depending on the facts and circumstances,
and may include, without limitation, (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.
Compensation for the Named Executive Officers in 2010
Company Performance
The specific compensation decisions made for each of the named executive officers for fiscal 2010
reflect the focus on 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 and weighting of 1) revenue based on budget (40%), 2) earnings per share based on budget
(20%), 3) operating margin based on budget (20%), and 4) ratio of debt to capitalization (20%).
Based on the evaluation of the Companys performance against these measures in fiscal 2010, the
portion of each named executive officers plan-based incentive compensation was set at 48% of the
targeted amount of total bonus target, with weighted performance of 28% for the revenue target and
20% for the debt to capitalization ratio. A more detailed analysis of our financial and operational
performance is contained in the Managements Discussion & Analysis section of our 2010 Annual
Report on Form 10-K filed with the SEC.
CEO Compensation
In determining Ms. Kennedys base salary compensation for 2010, the Compensation Committee
considered her performance as CEO, the performance of the Company in fiscal 2010, 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 her strategic value to the Company.
In 2010, the Company faced a challenging economic environment. Ms. Kennedy and the Board responded
to the economic conditions by establishing the following performance framework (1) outperforming in
a tough environment, (2) maintaining and maximizing financial flexibility, (3) restructuring to
optimize sustainable cost containment and (4) protecting the Companys reputation and long-term
strategy.
With Ms. Kennedys leadership, our senior leaders took actions that delivered results which
included performing in a tough environment, maintaining and maximizing financial flexibility,
restructuring and performing sustainable cost containment, and protecting the Companys reputation
and long-term strategy.
The Compensation Committee believes that Ms. Kennedy performed well in 2010 by executing on the
established performance framework and in delivering a strong financial performance during this
significantly difficult economic environment. The Compensation Committee believes that the
Companys fiscal 2010 reflected leadership decisions that effectively mitigated revenue
deterioration with sustainable cost containment, capital allocation discipline and execution
against defined strategic initiatives. In determining the bonus and incentive portions of her
compensation for fiscal 2010, the Compensation Committee determined that although Ms. Kennedy
performed at a high level, the discretionary portion of Ms. Kennedys bonus would be set flat to
the previous year percent payout. In light of the Compensation Committees assessment, Ms. Kennedy
received a total bonus (combination of plan-based incentive and discretionary cash bonus) of
$190,650 which was 52.8% of her combined $361,080 total target opportunity. Ms. Kennedy also
received 4,056 shares of restricted stock (valued at $123,951 as of the May 1, 2010 grant date) for
her fiscal year 2009 leadership performance. The restricted stock is subject to a vesting
schedule, with 50% vesting in three years and the remainder vesting in five years. The final value
will be determined on the actual vesting date.
Pursuant to the aforementioned fiscal year 2010 performance factors, the Compensation Committee
determined that Ms. Kennedy is eligible for a restricted stock award of 6,117 shares, the value of
which will be determined based upon the May 1, 2011 grant date.
18 | Page
Other Named Officers
In determining the base salary compensation of Mr. France, Mr. Saunders, and Mr. Houser for fiscal
2010 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.
In determining the bonus and incentive portions of Mr. Saunders and Mr. Housers compensation for
fiscal 2010 the Compensation Committee determined that the discretionary portion of their bonus
should be considered with the criteria for effectively mitigating revenue deterioration with
sustainable cost containment, capital allocation discipline and execution against defined strategic
initiatives.
In determining the bonus and incentive portions of Mr. VanDerSnick compensation for fiscal 2010,
the Compensation Committee determined that the discretionary portion of his bonus should be
considered with the same criteria as Mr. Saunders and Mr. Houser, while including terms of
severance and normalizing for his exit from the Company.
James C. France: In fiscal 2010, per Mr. Frances role as Chairman of the Board of
Directors and Assistant Treasurer, and adjusted responsibilities, he received no plan-based
incentive and a $300 discretionary cash bonus in 2010. Mr. France received an award of 1,933
shares of restricted stock (valued at $59,072 as of the May 1, 2010 grant date) for his fiscal year
2009 leadership performance. The restricted stock is subject to a vesting schedule, with 50%
vesting in three years and the remainder vesting in five years. The final value will be determined
on the actual vesting date.
Mr. France continues to provide the Company significant benefit from his business and industry
expertise, experience and leadership. The Compensation Committee recognizes Mr. Frances
significant contribution and as such has determined that for fiscal year 2010, he is eligible for a
restricted stock award of 2,859 shares, the value of which will be determined based upon the May 1,
2011 grant date.
John Saunders: Mr. Saunders, in his position as President, had financial objectives that
focused on the overall performance of the Company and were the same as Ms. Kennedys.
His strategic and operational goals included providing operational and leadership support for the
Companys strategy development and execution against the board approved strategic plan focusing on
maintaining and growing the core business, leveraging the core business and driving a top
performing organization. Mr. Saunders lead the Companys core business growth activities which
included revenue generation and improving performance and cost competitiveness, attacking key
elements of pricing strategies and margin rates for the Companys operating units and food &
beverage business. In fiscal 2010, Mr. Saunders led a corporate restructure resulting in
significant sustainable cost containment.
In light of the Compensation Committee assessment of Mr. Saunders performance in 2010, he received
a total bonus (combination of plan-based incentive and discretionary cash bonus) of $170,945 which
was 60.8% of his combined $281,160 total target opportunity. Mr. Saunders also received 2,810
shares of restricted stock (valued at $85,874 as of the May 1, 2010 grant date) for his fiscal year
2009 leadership performance. The restricted stock is subject to a vesting schedule, with 50%
vesting in three years and the remainder vesting in five years. The final value will be determined
on the actual vesting date.
The Compensation Committee determined, based on Mr. Saunders significant performance in fiscal
year 2010, that he is eligible for a restricted stock award of 4,332 shares, the value of which
will be determined upon the May 1, 2011 grant date.
Roger VanDerSnick: Mr. VanDerSnick, Executive Vice President and Chief Operating Officer,
terminated employment with the Company effective September 1, 2010. In addition to the Companys
overall financial and strategic goals, Mr. VanDerSnick also had goals and objectives for his
functional areas of responsibility. His strategic operational goals included improving performance
and cost competitiveness, attacking key elements of pricing strategies and margin rates. In light
of the Compensation Committee assessment of Mr. VanDerSnicks performance during his tenure in
fiscal 2010, he received a total bonus (combination of plan-based incentive and discretionary cash
bonus) of $102,437 which was 48.8% of his combined $209,912 total target opportunity. Mr.
VanDerSnick also received 2,013 shares of restricted stock (valued at $61,517 as of the May 1, 2010
grant date) for
19 | Page
his performance in fiscal year 2009. The restricted stock is subject to a vesting schedule, with
50% vesting in three years and the remainder vesting in five years. The final value will be
determined on the actual vesting date.
Mr. VanDerSnick received no additional restricted stock for fiscal 2010 performance due to his exit
from the Company prior to the close of fiscal year 2010.
Daniel Houser: Mr. Houser has been our Chief Financial Officer since 2008 and is also a
Senior Vice President of the Company. Mr. Housers financial objectives as the leader of our
finance organization, focused on the overall performance of the Company. His strategic and
operational goals focused on providing operational support in achieving financial goals, including
serving as the process driver for sustainable cost containment deliverables, maintaining balance
sheet management and leading the Companys relationship with rating agencies.
In light of the Compensation Committee assessment of Mr. Housers performance in fiscal 2010, he
received a total bonus (combination of plan-based incentive and discretionary cash bonus) of
$74,054, which was 60.8% of his combined $121,800 total target opportunity. Mr. Houser also
received 1,647 shares of restricted stock (valued at $50,332 as of the May 1, 2010 grant date) for
his performance in fiscal year 2009. The restricted stock is subject to a vesting schedule, with
50% vesting in three years and the remainder vesting in five years. The final value will be
determined on the actual vesting date.
Pursuant to Mr. Housers fiscal year 2010 performance, the Compensation Committee determined that
he is eligible for a restricted stock award of 2,484 shares with the value to be determined upon
the May 1, 2011 grant date.
Grant Lynch: Mr. Lynch, in his position as Vice President ISC Strategic Initiatives,
had financial objectives that focused on the overall performance of the Company, as well as goals
and objectives for his functional area of responsibility in leading the strategic and operational
performance of Talladega Superspeedway, one of the Companys premier facilities. His strategic
goals included creating interest and demand for product, as well as focusing on elements of pricing
strategies and margin rates to drive customer retention. Mr. Lynch provided critical operational
leadership in driving key guest experience deliverables and facility operations compliance. The
Compensation Committee, based on Mr. Lynchs fiscal year 2010 performance, determined a total bonus
(combination of plan-based incentive and discretionary cash bonus) of $63,012 which was a 52.8%
payout of his combined $119,340 total target opportunity. Mr. Lynch also received a grant of 1,464
shares of restricted stock (valued at $44,740 as of the May 1, 2010 grant date) for his fiscal year
2009 performance. The restricted stock is subject to a vesting schedule, with 50% vesting in three
years and the remainder vesting in five years. The final value will be determined on the actual
vesting date.
The Compensation Committee determined, based on his fiscal year 2010 performance, that Mr. Lynch is
eligible for a restricted stock award of 2,208 shares. The value will be determined at the May 1,
2011 grant date.
Restricted Stock
Restricted stock awards are based on the same factors that the Compensation Committee uses to
evaluate and determine plan-based incentive and discretionary cash bonus.
Other Compensation
We provide our named executive officers with other benefits, reflected in the All Other
Compensation column in the Summary Compensation Table, that we believe are reasonable, competitive
and consistent with our overall compensation program. 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.
20 | Page
Summary Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan |
|
All Other |
|
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
Compen- |
|
Compen- |
|
|
Name and Principal |
|
|
|
Salary |
|
Bonus |
|
Awards |
|
sation (4) |
|
sation (5) |
|
Total |
Position |
|
Year |
|
($) |
|
($) |
|
(3)($) |
|
($) |
|
($) |
|
($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lesa France |
|
|
2010 |
|
|
$ |
604,115 |
|
|
$ |
104,291 |
|
|
$ |
123,951 |
|
|
$ |
86,659 |
|
|
$ |
18,340 |
|
|
$ |
937,356 |
|
Kennedy |
|
|
2009 |
|
|
$ |
540,000 |
|
|
$ |
58,703 |
|
|
$ |
57,006 |
|
|
$ |
93,525 |
|
|
$ |
20,546 |
|
|
$ |
769,780 |
|
Vice Chairman and |
|
|
2008 |
|
|
$ |
491,885 |
|
|
$ |
31,689 |
|
|
$ |
102,959 |
|
|
$ |
31,439 |
|
|
$ |
18,221 |
|
|
$ |
676,193 |
|
CEO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James C. France |
|
|
2010 |
|
|
$ |
400,801 |
|
|
$ |
300 |
|
|
$ |
59,072 |
|
|
$ |
|
|
|
$ |
29,210 |
|
|
$ |
489,383 |
|
Chairman and Asst. |
|
|
2009 |
|
|
$ |
400,000 |
|
|
$ |
300 |
|
|
$ |
94,907 |
|
|
$ |
|
|
|
$ |
59,401 |
|
|
$ |
554,608 |
|
Treasurer (1) |
|
|
2008 |
|
|
$ |
590,801 |
|
|
$ |
41,596 |
|
|
$ |
171,433 |
|
|
$ |
41,296 |
|
|
$ |
42,222 |
|
|
$ |
887,348 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John R. Saunders |
|
|
2010 |
|
|
$ |
513,166 |
|
|
$ |
81,274 |
|
|
$ |
85,874 |
|
|
$ |
89,971 |
|
|
$ |
41,036 |
|
|
$ |
811,321 |
|
President |
|
|
2009 |
|
|
$ |
425,850 |
|
|
$ |
40,450 |
|
|
$ |
37,679 |
|
|
$ |
64,240 |
|
|
$ |
35,609 |
|
|
$ |
603,828 |
|
|
|
|
2008 |
|
|
$ |
403,133 |
|
|
$ |
72,606 |
|
|
$ |
62,418 |
|
|
$ |
16,855 |
|
|
$ |
29,010 |
|
|
$ |
584,022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roger VanDerSnick |
|
|
2010 |
|
|
$ |
361,554 |
|
|
$ |
60,555 |
|
|
$ |
61,517 |
|
|
$ |
41,982 |
|
|
$ |
494,298 |
|
|
$ |
1,019,906 |
|
Exec VP/COO (2) |
|
|
2009 |
|
|
$ |
392,792 |
|
|
$ |
29,612 |
|
|
$ |
28,270 |
|
|
$ |
62,994 |
|
|
$ |
26,092 |
|
|
$ |
539,760 |
|
|
|
|
2008 |
|
|
$ |
376,928 |
|
|
$ |
63,198 |
|
|
$ |
45,402 |
|
|
$ |
14,708 |
|
|
$ |
25,069 |
|
|
$ |
525,305 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel W. Houser |
|
|
2010 |
|
|
$ |
291,115 |
|
|
$ |
35,278 |
|
|
$ |
50,332 |
|
|
$ |
38,976 |
|
|
$ |
33,310 |
|
|
$ |
449,011 |
|
SVP, CFO, |
|
|
2009 |
|
|
$ |
245,000 |
|
|
$ |
15,754 |
|
|
$ |
25,119 |
|
|
$ |
33,875 |
|
|
$ |
30,638 |
|
|
$ |
350,386 |
|
Treasurer(since |
|
|
2008 |
|
|
$ |
234,677 |
|
|
$ |
33,811 |
|
|
$ |
34,896 |
|
|
$ |
6,974 |
|
|
$ |
24,976 |
|
|
$ |
335,334 |
|
2/1/08) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W. Grant Lynch, Jr. |
|
|
2010 |
|
|
$ |
332,775 |
|
|
$ |
34,470 |
|
|
$ |
44,740 |
|
|
$ |
28,642 |
|
|
$ |
26,852 |
|
|
$ |
467,479 |
|
VP ISC Strategic
Initiatives |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
There was no change in base pay for Mr. France in 2010. The difference in the base salary
is reflective of the break in pay periods from 12/1/2009 through 11/30/2010. |
|
(2) |
|
There was no change in base pay for this officer in 2010. The decrease in the base salary is
due to the mid-year termination from the Company, which was effective September 1, 2010. |
|
(3) |
|
Stock Awards were granted pursuant to our 2006 Long-Term Incentive Plan. The amounts for
Stock Awards reflect the grant date fair value of such awards, computed in accordance with
Financial Accounting Standards Board ASC Topic 718. See Note 14 Long-Term Stock Incentive
Plan to the Consolidated Financial Statements in our fiscal 2010 Annual Report on Form 10-K
for additional information concerning this plan and related Stock Awards and valuation
assumptions. |
|
(4) |
|
Amounts shown under the Non-Equity Incentive Plan Compensation column represent amounts for
a small holiday bonus based on seniority and an annual incentive award based on corporate
profitability. Amounts shown under the Bonus column represent amounts earned for services
performed in 2010. For additional information on our annual incentive compensation plan for
management and these payouts, please see the discussion labeled Compensation for the Named
Executive Officers in 2010 beginning on page 18 herein. |
|
(5) |
|
Amounts shown under the All Other Compensation column represent amounts paid for basic
employee benefits available to all employees (i.e. group life insurance, accidental death and
dismemberment insurance, group health insurance, long term disability insurance, and short
term disability coverage), the annual lease value of Company-provided vehicles, travel related
costs of guests in connection with attending events at the motorsports entertainment
facilities operated by the Company, a NASCAR banquet, other business related travel, as well
as other personal travel, and 401(K) contributions. |
21 | Page
|
|
Although the coverage limits for Life Insurance and long term disability are different for
officers, the cost incurred by the Company to provide the executive benefit is the same as the
cost for basic employee benefits. Mr. VanDerSnicks All Other Compensation includes a
severance payment in the amount of $456,330 made in accordance with a fully executed Separation
Agreement and General Release. |
Grants of Plan-Based Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value of |
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Future Payouts |
|
Stock |
|
|
|
|
|
|
|
|
|
|
Estimated Future Payouts Under |
|
Under Equity Incentive Plan |
|
and |
|
|
|
|
|
|
Author- |
|
Non-Equity
Incentive Plan Awards |
|
|
|
|
|
Awards |
|
|
|
|
|
Option |
|
|
Grant |
|
ization |
|
Threshold |
|
Target |
|
Maximum |
|
Threshold |
|
Target |
|
Maximum |
|
Awards |
Name |
|
Date |
|
Date |
|
(1)($) |
|
(2)($) |
|
($) |
|
(1)(#) |
|
(#)(3) |
|
(#) |
|
(4)($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lesa France |
|
|
11/30/10 |
|
|
|
11/17/10 |
|
|
$ |
|
|
|
$ |
144,432 |
|
|
$ |
216,648 |
|
|
|
|
|
|
|
8,111 |
|
|
|
12,167 |
|
|
$ |
123,951 |
|
Kennedy |
|
|
5/1/10 |
|
|
|
4/12/10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James C. France |
|
|
11/30/10 |
|
|
|
11/17/10 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
3,867 |
|
|
|
5,801 |
|
|
$ |
59,072 |
|
|
|
|
5/1/10 |
|
|
|
4/12/10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John R. Saunders |
|
|
11/30/10 |
|
|
|
11/17/10 |
|
|
$ |
|
|
|
$ |
112,464 |
|
|
$ |
168,696 |
|
|
|
|
|
|
|
5,621 |
|
|
|
8,432 |
|
|
$ |
85,874 |
|
|
|
|
5/1/10 |
|
|
|
4/12/10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roger |
|
|
11/30/10 |
|
|
|
11/17/10 |
|
|
$ |
|
|
|
$ |
89,365 |
|
|
$ |
134,047 |
|
|
|
|
|
|
|
4,026 |
|
|
|
6,039 |
|
|
$ |
61,517 |
|
VanDerSnick |
|
|
5/1/10 |
|
|
|
4/12/10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel W. Houser |
|
|
11/30/10 |
|
|
|
11/17/10 |
|
|
$ |
|
|
|
$ |
48,720 |
|
|
$ |
73,080 |
|
|
|
|
|
|
|
3,294 |
|
|
|
4,941 |
|
|
$ |
50,332 |
|
|
|
|
5/1/10 |
|
|
|
4/12/10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W. Grant Lynch, |
|
|
11/30/10 |
|
|
|
11/17/10 |
|
|
$ |
|
|
|
$ |
47,736 |
|
|
$ |
71,604 |
|
|
|
|
|
|
|
2,928 |
|
|
|
4,392 |
|
|
$ |
44,740 |
|
Jr. |
|
|
5/1/10 |
|
|
|
4/12/10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
No thresholds are provided for in the applicable plan. The final award is
determined through a calculation based on the weighted measurements as described below, and
using the same formula as the equity based cash payout along with a discretionary amount
based on performance against individual goals and achievement. |
|
(2) |
|
A significant portion of each of the named executive officers plan-based non-equity incentive
compensation is based upon the Companys actual performance against the budgeted normalized
corporate financial performance measures approved by the Board. The approved measurements are
weighted to calculate the total target, detailed as follows: (1) Revenue 40%, (2) Operating Margin
20%, (3) Earnings Per Share 20%, and (4) Ratio of Debt to Total Capitalization 20%. The calculated
variance percentage of actual performance compared to budgeted performance is then used to
determine the percentage payout for each respective measure, as represented in Table 1. Based on
the evaluation of the Companys performance against these measures for fiscal 2010, the portion of
each named executive officers plan-based incentive compensation was set at 48% of the targeted
amount of the total bonus target, with weighted performance as follows: (1) Revenue 28%, (2)
Operating Margin 0%, (3) Earnings Per Share 0%, and (4) Ratio of Debt to Total Capitalization 20%.
A more detailed analysis of our financial and operational performance is contained in the
Managements Discussion & Analysis section of our 2010 Annual Report on Form 10-K filed with the
SEC. |
22 | Page
Table 1
|
|
|
|
|
Percent Variance |
|
Payout |
|
> + 10% |
|
Discretionary |
≥ 0.0% |
|
|
100 |
% |
≤ - 2.5% |
|
|
90 |
% |
≤ - 5.0% |
|
|
80 |
% |
≤ - 6.5% |
|
|
70 |
% |
≤ - 8.5% |
|
|
60 |
% |
≤ - 10.0% |
|
|
50 |
% |
> 10.0% |
|
|
0 |
% |
|
|
|
(3) |
|
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 our 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 our fiscal year. Upon completion of
the fiscal year and the financial audit, our 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 either April 1
or May 1 following the completion of the fiscal year. The maximum amount of the award is
1.5 times the target. Payout of the award is determined by actual performance against the
budgeted normalized corporate financial performance measures approved by the Board. The
approved measurements are weighted to calculate the total target, detailed as follows: (1)
Revenue, (2), Operating Margin, (3) Earnings Per Share, and (4) Ratio of Debt to Total
Capitalization, as well as actual performance against annual individual goals and
objectives. |
|
(4) |
|
The Grant Date Fair Value of Stock and Option Awards reflects the aggregate grant
date fair value of the restricted stock granted pursuant to our 2006 Long-Term Incentive
Plan computed in accordance with Financial Accounting Standards Board ASC Topic 718. See
Note 14 Long-Term Stock Incentive Plan to the Consolidated Financial Statements in our
fiscal 2010 Annual Report on Form 10-K for additional information concerning this plan and
related Stock Awards and valuation assumptions. |
Outstanding equity awards at fiscal year-end
|
|
|
|
|
|
|
|
|
|
|
Stock Awards |
|
|
Number of Shares of |
|
Market Value of
Shares of Stock |
|
|
Stock That Have Not |
|
That Have Not |
Name |
|
Vested (1)($) |
|
Vested (2)($) |
|
|
|
|
|
|
|
|
|
|
Lesa France Kennedy
|
|
|
13,583 |
|
|
$ |
321,781 |
|
James C. France
|
|
|
17,795 |
|
|
$ |
421,564 |
|
John R. Saunders
|
|
|
8,725 |
|
|
$ |
206,695 |
|
Roger VanDerSnick
|
|
|
5,091 |
|
|
$ |
120,606 |
|
Daniel W. Houser
|
|
|
5,137 |
|
|
$ |
121,696 |
|
Grant Lynch
|
|
|
5,663 |
|
|
$ |
134,156 |
|
|
|
|
(1) |
|
The table below shows the vesting dates for the number of shares of common stock underlying
unvested restricted stock grants reflected in the Number of Shares of Stock That Have Not
Vested column: |
23 | Page
|
|
|
|
|
|
|
|
|
Name |
|
Vesting Date |
|
Restricted Stock(#) |
|
Lesa France Kennedy |
|
|
04/01/2011 |
|
|
|
3,637 |
|
|
|
|
04/01/2012 |
|
|
|
3,357 |
|
|
|
|
04/01/2013 |
|
|
|
1,249 |
|
|
|
|
05/01/2013 |
|
|
|
2,028 |
|
|
|
|
04/01/2014 |
|
|
|
1,284 |
|
|
|
|
05/01/2015 |
|
|
|
2,028 |
|
|
|
|
|
|
|
|
|
|
James C. France |
|
|
04/01/2011 |
|
|
|
6,055 |
|
|
|
|
04/01/2012 |
|
|
|
5,589 |
|
|
|
|
04/01/2013 |
|
|
|
2,080 |
|
|
|
|
05/01/2013 |
|
|
|
967 |
|
|
|
|
04/01/2014 |
|
|
|
2,138 |
|
|
|
|
05/01/2015 |
|
|
|
966 |
|
|
|
|
|
|
|
|
|
|
John R. Saunders |
|
|
04/01/2011 |
|
|
|
2,204 |
|
|
|
|
04/01/2012 |
|
|
|
2,105 |
|
|
|
|
04/01/2013 |
|
|
|
757 |
|
|
|
|
05/01/2013 |
|
|
|
1,405 |
|
|
|
|
04/01/2014 |
|
|
|
849 |
|
|
|
|
05/01/2015 |
|
|
|
1,405 |
|
|
|
|
|
|
|
|
|
|
Roger VanDerSnick |
|
|
04/01/2011 |
|
|
|
551 |
|
|
|
|
04/01/2012 |
|
|
|
1,339 |
|
|
|
|
04/01/2013 |
|
|
|
551 |
|
|
|
|
05/01/2013 |
|
|
|
1,007 |
|
|
|
|
04/01/2014 |
|
|
|
637 |
|
|
|
|
05/01/2015 |
|
|
|
1,006 |
|
|
|
|
|
|
|
|
|
|
Daniel W. Houser |
|
|
04/01/2011 |
|
|
|
1,233 |
|
|
|
|
04/01/2012 |
|
|
|
1,268 |
|
|
|
|
04/01/2013 |
|
|
|
423 |
|
|
|
|
05/01/2013 |
|
|
|
824 |
|
|
|
|
04/01/2014 |
|
|
|
566 |
|
|
|
|
05/01/2015 |
|
|
|
823 |
|
|
|
|
|
|
|
|
|
|
Grant Lynch |
|
|
04/01/2011 |
|
|
|
1,603 |
|
|
|
|
04/01/2012 |
|
|
|
1,479 |
|
|
|
|
04/01/2013 |
|
|
|
551 |
|
|
|
|
05/01/2013 |
|
|
|
732 |
|
|
|
|
04/01/2014 |
|
|
|
566 |
|
|
|
|
05/01/2015 |
|
|
|
732 |
|
|
|
|
(2) |
|
Amounts are calculated by multiplying $23.69, the closing price of our common stock on
November 30, 2010, by the applicable number of shares. |
24 | Page
Option exercises and stock vested
|
|
|
|
|
|
|
|
|
|
|
Stock Awards |
|
|
Number of |
|
|
|
|
Shares |
|
|
|
|
Acquired on |
|
Value Realized on |
Name |
|
Vesting (#) |
|
Vesting (1) ($) |
|
Lesa France Kennedy |
|
|
4,212 |
|
|
$ |
108,543 |
|
James C. France |
|
|
7,014 |
|
|
$ |
180,751 |
|
John R. Saunders |
|
|
2,553 |
|
|
$ |
65,791 |
|
Roger VanDerSnick |
|
|
703 |
|
|
$ |
18,116 |
|
Daniel W. Houser |
|
|
1,247 |
|
|
$ |
32,135 |
|
W. Grant Lynch, Jr. |
|
|
1,857 |
|
|
$ |
47,855 |
|
|
|
|
(1) |
|
Amounts are calculated by multiplying $25.77, the market value of our common
stock on the date of stock vesting, April 1, 2010, by the number of shares. |
Potential payments upon termination or change-in-control
The only potential payments for any of the named executive officers are related to the
unvested shares of restricted stock as shown in the Outstanding Equity Awards at Fiscal Year End
above. Upon the occurrence of a change of control as defined in the individual participant plans
for all participants in the restricted stock incentive program all of the unvested shares would
immediately vest for each participant. There are no other arrangements to be disclosed pursuant to
this item.
|
|
|
|
|
|
|
|
|
|
|
Number of Shares of |
|
Payment upon a |
|
|
Stock That Have Not |
|
Change-in-Control |
Name |
|
Vested (#) |
|
(2)($) |
|
Lesa
France Kennedy (1) |
|
|
13,583 |
|
|
$ |
321,781 |
|
James C. France (1) |
|
|
17,795 |
|
|
$ |
421,564 |
|
John R. Saunders (1) |
|
|
8,725 |
|
|
$ |
206,695 |
|
Roger VanDerSnick (1) |
|
|
5,091 |
|
|
$ |
120,606 |
|
Daniel W. Houser (1) |
|
|
5,137 |
|
|
$ |
121,696 |
|
Grant Lynch (1) |
|
|
5,663 |
|
|
$ |
134,156 |
|
|
|
|
(1) |
|
Change-in-Control is defined in the individual participant plans for all
participants in the restricted stock incentive program. A copy of the plan is on file with
the SEC in connection with our Form S-8 registration statement, filed on February 11,
2010. |
|
(2) |
|
Amounts are calculated by multiplying $23.69, the closing price of our common stock on
November 30, 2010, by the applicable number of shares. |
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-Merton option-pricing valuation model to determine the number of
options worth $30,000 at the time the options are issued; |
|
|
|
|
a cash fee of $750 for each meeting of the board of directors attended; |
|
|
|
|
a cash fee of $500 for each meeting of each committee (other than the Audit Committee)
of the board of directors attended; |
25 | Page
|
|
|
members of the Audit Committee are paid a cash fee of $750 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-Merton option-pricing valuation model. The options become exercisable after one
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.
No director received perquisites and personal benefits with a total value of $10,000 or more during
the fiscal year ended November 30, 2010.
Director Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Earned or |
|
Option Awards |
|
|
Name |
|
Paid in Cash (1)($) |
|
(2)($) |
|
Total ($) |
|
Larry Aiello, Jr. |
|
$ |
26,750 |
|
|
$ |
29,480 |
|
|
$ |
56,230 |
|
J. Hyatt Brown |
|
$ |
28,500 |
|
|
$ |
23,902 |
|
|
$ |
52,402 |
|
Edsel B. Ford, II |
|
$ |
5,750 |
|
|
$ |
39,839 |
|
|
$ |
45,589 |
|
Brian Z. France |
|
$ |
3,000 |
|
|
$ |
39,839 |
|
|
$ |
42,839 |
|
William P. Graves |
|
$ |
26,750 |
|
|
$ |
23,902 |
|
|
$ |
50,652 |
|
Christy F. Harris |
|
$ |
26,000 |
|
|
$ |
23,902 |
|
|
$ |
49,902 |
|
Morteza Hosseini-Kargar |
|
$ |
23,500 |
|
|
$ |
32,893 |
|
|
$ |
56,393 |
|
Raymond K. Mason, Jr. |
|
$ |
25,000 |
|
|
$ |
23,902 |
|
|
$ |
48,902 |
|
Edward H. Rensi |
|
$ |
26,500 |
|
|
$ |
23,902 |
|
|
$ |
50,402 |
|
Lloyd E. Reuss |
|
$ |
5,000 |
|
|
$ |
30,848 |
|
|
$ |
35,848 |
|
Thomas W. Staed |
|
$ |
26,500 |
|
|
$ |
23,902 |
|
|
$ |
50,402 |
|
|
|
|
(1) |
|
Amounts shown in the Fees Earned or Paid in Cash column represent the sum of all
annual fee and meeting fee cash payments made to the indicated directors during the fiscal
year ended November 30, 2010. It does not include any expense reimbursement. |
|
(2) |
|
Option Awards were granted pursuant to our 2006 Long-Term Incentive Plan. The amounts
shown represent the dollar amount recognized for financial statement reporting purposes
with respect to the fiscal year ended November 30, 2010 in accordance with Financial
Accounting Standards Board ASC Topic 718, and includes recognition for a portion of the
options awarded on July 1, 2009 and for a portion of the options awarded on July 1, 2010.
See also Note 14 Long-Term Stock Incentive Plan to the Consolidated Financial Statements
in our fiscal year 2010 Annual Report on Form 10-K for additional information concerning
this plan and related Option Awards and valuation assumptions. The aggregate number of
option awards outstanding at fiscal year end is shown below: |
26 | Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate Option Awards |
|
|
Grant Date Fair Value of options Awarded on |
|
Outstanding at 11/30/2010 |
Name |
|
7/1/2009 (1)($) |
|
7/1/2010 (1)($) |
|
(#) |
|
Larry Aiello, Jr. |
|
$ |
30,976 |
|
|
$ |
30,733 |
|
|
|
13,684 |
|
J. Hyatt Brown |
|
$ |
25,115 |
|
|
$ |
24,918 |
|
|
|
13,161 |
|
Edsel B. Ford, II |
|
$ |
41,858 |
|
|
$ |
41,533 |
|
|
|
10,929 |
|
Brian Z. France |
|
$ |
41,858 |
|
|
$ |
41,533 |
|
|
|
15,026 |
|
William P. Graves |
|
$ |
25,115 |
|
|
$ |
24,918 |
|
|
|
11,627 |
|
Christy F. Harris |
|
$ |
25,115 |
|
|
$ |
24,918 |
|
|
|
17,140 |
|
Morteza Hosseini-Kargar |
|
$ |
41,858 |
|
|
$ |
24,918 |
|
|
|
11,839 |
|
Raymond K. Mason, Jr. |
|
$ |
25,115 |
|
|
$ |
24,918 |
|
|
|
13,928 |
|
Edward H. Rensi |
|
$ |
25,115 |
|
|
$ |
24,918 |
|
|
|
15,680 |
|
Lloyd E. Reuss |
|
$ |
25,115 |
|
|
$ |
41,533 |
|
|
|
17,200 |
|
Thomas W. Staed |
|
$ |
25,115 |
|
|
$ |
24,918 |
|
|
|
15,400 |
|
|
|
|
(1) |
|
Option Awards were granted pursuant to our 2006 Long-Term Incentive Plan. Amounts
for Option Awards reflect the grant date fair value of such awards, computed in accordance
with Financial Accounting Standards Board ASC Topic 718. See also Note 14 Long-Term
Stock Incentive Plan to the Consolidated Financial Statements in our fiscal year 2010
Annual Report on Form 10-K for additional information concerning this plan and related
Option Awards and valuation assumptions. |
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 2010. 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, 2010.
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
Edsel B. Ford, II
Lloyd E. Reuss
Thomas W. Staed
27 | Page
Performance Graph
|
|
|
* |
|
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, 2005 (US
Companies) with dividend reinvestment. |
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, including 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 above is meaningful.
28 | 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 Financial Industry Regulatory Authority, 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, 2011
29 | Page
Driven to be the world leader in motorsports entertainment by providing
superior, innovative and thrilling guest experiences.
30 | Page