Definitive Additional Proxy Materials


 
 

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 14A
 
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. 2)
 
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Preliminary Proxy Statement  
 
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Definitive Proxy Statement  
 
Definitive Additional Materials  
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Soliciting Material Pursuant to § 240.14a-12   
 
Autobytel Inc.

(Name of Registrant as Specified In Its Charter)
  
 

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AUTOBYTEL INC.
 
SUPPLEMENT
TO
 PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 22, 2017
 
 
EXPLANATORY NOTE
 
This Supplement amends and supplements the definitive proxy statement on Schedule 14A of Autobytel Inc. (“ Autobytel ” or “ Company ”), filed with the Securities and Exchange Commission on April 28, 2017, as amended by Amendment No. 1 filed on May 3, 2017 (as amended, the “ Proxy Statement ”), relating to Autobytel’s 2017 Annual Meeting of Stockholders to be held on June 22, 2017 (“ Annual Meeting ”). Copies of the Notice of Annual Meeting of Stockholders, Letter to Stockholders, the Proxy Statement, the form of Proxy Card and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 are available online at http://www.autobytel.com/proxymaterials.
 
Except as described below, this Supplement does not modify, amend, supplement or otherwise affect the Proxy Statement, the proposals to be acted on at the Annual Meeting or the recommendations of the Board of Directors of Autobytel in relation thereto. This Supplement should be read in conjunction with the Proxy Statement. From and after the date of this Supplement, any references to the Proxy Statement are to the Proxy Statement as supplemented hereby. The date of this Supplement is May 31, 2017, and the date on which Autobytel first intends to release this Supplement to its stockholders is June 1, 2017.
 
The sole purpose of this Supplement is to correct: (i) the inadvertent omission from the total 2016 Incentive Plan awards previously reflected in the Proxy Statement of $25,000 in awards under the 2016 Incentive Plan paid to each of Ms. Kimberly Boren, Mr. William Ferriolo and Mr. Glenn Fuller in recognition of their efforts during 2016; and (ii) the inadvertent omission of discretionary bonuses in the amounts of $50,000, $25,000 and $25,000 paid to Mr. Jeffrey Coats, Ms. Boren and Mr. Fuller, respectively, approved by the Compensation Committee in January 2016 and paid in March 2016 in recognition of their efforts in implementing the Dealix/Autotegrity and AutoWeb acquisitions in 2015 and completing the integrations of these businesses in 2016.
 
If you have already voted, you do not need to vote again unless you would like to change or revoke your prior vote on any proposal. If you would like to change or revoke your prior vote on any proposal, please refer to the Proxy Statement for instructions on how to do so. If you have not yet voted, please do so as soon as possible either by signing, dating and returning the proxy card you received with the Proxy Statement, or via the Internet or telephone using the voting instructions indicated on the proxy card you received with the Proxy Statement.
 
AMENDMENTS TO PROXY STATEMENT
 
The section of the Proxy Statement under the heading “ EXECUTIVE COMPENSATION-Compensation Discussion and Analysis-2016 Compensation Decisions- 2016 Annual Incentive Compensation Plan Awards ” is amended by deleting the last paragraph of that section in its entirety and adding the following two paragraphs in its place:
 
Based on its evaluation of the foregoing items, the Compensation Committee in January 2017 approved cash award payouts under the 2016 Incentive Plan to Mr. Coats, Ms. Boren, Mr. Ferriolo, Mr. Fuller, and Mr. Perkins of $479,600, $160,417, $232,619, $211,172, and $167,206, respectively. Mr. Coats’ incentive compensation plan payout reflected the application of the 87.2% Company performance component of the incentive plan without any adjustment. The incentive compensation plan payout for Ms. Boren, Mr. Ferriolo and Mr. Fuller reflected the 87.2% Company performance component of the incentive plan plus $25,000 each in supplemental incentive compensation payments in recognition of their efforts during 2016.
 
In addition to the foregoing awards under the 2016 Incentive Plan, in recognition of their significant efforts in connection with the acquisitions of Dealix/Autotegrity and AutoWeb in 2015 and completion of the integrations of these businesses in 2016, the Compensation Committee in January 2016 approved discretionary bonuses in the amount of $50,000, $25,000 and $25,000 to Mr. Coats, Ms. Boren and Mr. Fuller, respectively. The Company paid these bonuses in March 2016 upon completion of the integrations of these businesses.
 
 
 
 
 
The section of the Proxy Statement under the heading “ EXECUTIVE COMPENSATION-Summary Compensation- Summary Compensation is amended by deleting the section in its entirety and replacing it with the following section. The following reflects the foregoing 2016 Incentive Plan awards paid to Ms. Boren, Mr. Ferriolo and Mr. Fuller and the March 2016 discretionary bonuses paid to Mr. Coats, Ms. Boren and Mr. Fuller. Except for the changes to reflect the inclusion of the foregoing 2016 Incentive Plan awards and the March 2016 discretionary bonuses in the table and the accompanying footnotes, the Summary Compensation Table and accompanying footnotes are unchanged and are presented solely for completeness.
 
Summary Compensation
 
The table below and the accompanying footnotes summarize the compensation attributed for fiscal years 2016, 2015 and 2014, as applicable, to the Company’s executive officers who constitute named executive officers for the fiscal year ended December 31, 2016.
 
2016 Summary Compensation Table
 
 
Name and Principal 
          Position
 
 
Year
 
 
Salary
($)
 
 
Bonus
($) (19)
 
 
Stock
Awards
($) (1)
 
 
Option
Awards
($) (1)
 
 
Non-Equity
Incentive Plan
Compensation
($) (2)
 
 
All Other Compensation
($)
 
 
 
Total
($)
 
Jeffrey H. Coats
2016
    550,000  
    50,000  
     
    1,362,276  
    479,600  
    14,358  
 (3)
    2,456,234  
President and Chief Executive
2015
    495,000  
     
     
    139,232  
    328,185  
    13,583  
 (4)
    976,000  
Officer, Director
2014
    492,656  
     
     
    639,759  
    553,670  
    10,487  
 (5)
    1,696,572  
 
       
       
       
       
       
       
 
       
Kimberly S. Boren
2016
    274,811  
    25,000  
     
    480,580  
    160,417  
    6,534  
 (7)
    947,342  
Executive Vice President, Chief Financial Officer (6)
2015
    263,409  
     
     
    189,005  
    112,980  
    6,534  
 (8)
    571,928  

 
       
       
       
       
       
       
 
       
William A. Ferriolo
2016
    366,300  
     
     
    585,698  
    232,619  
    6,303  
 (10)
    1,190,920  
Executive Vice President,
2015
    314,985  
     
    907,250  
    503,416  
    135,222  
    6,303  
 (11)
    1,867,176  
Chief Operating Officer (9)
2014
    273,698  
     
     
    127,952  
    199,032  
    5,348  
 (12)
    606,030  

 
       
       
       
       
       
       
 
       
Glenn E. Fuller
2016
    305,000  
    25,000  
     
    384,084  
    211,172  
    8,758  
 (13)
    934,014  
Executive Vice President, Chief
2015
    305,000  
     
     
    141,552  
    166,530  
    8,758  
 (14)
    621,840  
Legal and Administrative Officer
2014
    303,698  
     
     
    147,776  
    281,086  
    6,972  
 (15)
    739,532  
and Secretary
 
       
       
       
       
       
       
 
       

 
       
       
       
       
       
       
 
       
H. Donald Perkins, Jr.
2016
    295,000  
     
     
    81,018  
    167,206  
    316,784  
 (17)
    860,008  
Executive Vice President, Strategic
2015
    157,557  
     
     
    302,657  
    80,724  
    64,946  
 (18)
    605,884  
and Business Development (16)
 
       
       
       
       
       
       
 
       
 
 
 
 
(1)
The dollar amounts listed do not necessarily reflect the dollar amounts of compensation actually realized or that may be realized. The dollar amount reported for stock awards and option awards is the aggregate grant date fair value of awards granted during the year calculated in accordance with FASB ASC Topic 718. See Note 9 of the “Notes to Consolidated Financial Statements” in Part IV, Item 15-Exhibits and Financial Statement Schedules of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, which accompanies this Proxy Statement, for assumptions made in these valuations.
(2)
The column entries for the year 2016, represent amounts related to level of achievement of Company performance goals under the 2016 Incentive Plan and awards in recognition of the named executive officers’ efforts during 2016. For information on the amounts earned in 2016, see the section of this Proxy Statement entitled “EXECUTIVE COMPENSATION–Compensation Discussion and Analysis–2016 Compensation Decisions–2016 Annual Incentive Compensation Plan Awards.”
(3)
Represents $6,209 for health insurance premiums for dependent, $3,000 for 401(k) plan match and $5,149 for supplemental insurance premiums.
(4)
Represents $5,554 for health insurance premiums for dependent, $3,000 for 401(k) plan match and $5,029 for supplemental insurance premiums.
(5)
Represents $5,458 for health insurance premiums for dependent and $5,029 for supplemental insurance premiums.
(6)
Ms. Boren was appointed Chief Financial Officer effective as of April 1, 2015.
(7)
Represents $3,000 for 401(k) plan match and $3,534 for supplemental insurance premiums.
(8)
Represents $3,000 for 401(k) plan match and $3,534 for supplemental insurance premiums.
(9)
Mr. Ferriolo was appointed Chief Operating Officer effective as of December 15, 2016.
(10)
Represents $3,000 for 401(k) plan match and $3,303 for supplemental insurance premiums.
(11)
Represents $3,000 for 401(k) plan match and $3,303 for supplemental insurance premiums.
(12)
Represents $3,000 for 401(k) plan match and $2,348 for supplemental insurance premiums.
(13)
Represents $3,000 for 401(k) plan match and $5,758 for supplemental insurance premiums.
(14)
Represents $3,000 for 401(k) plan match and $5,758 for supplemental insurance premiums.
(15)
Represents $3,000 for 401(k) plan match and $3,972 for supplemental insurance premiums.
(16)
Mr. Perkins’ employment with the Company was terminated without cause effective as of December 31, 2016.
(17)
Represents $3,000 for 401(k) plan match, $14,892 for vacation pay, $295,000 for severance and $3,892 for supplemental insurance premiums.
(18)
Represents $3,000 for 401(k) plan match, $1,946 for supplemental insurance premiums and $60,000 related to consulting fees paid to Mr. Perkins in 2015 prior to his employment by the Company.
(19)
The column entries for the year 2016 represent amounts related to discretionary bonuses awarded in recognition of the applicable named executive officers’ significant efforts in connection with the acquisitions of Dealix/Autotegrity and AutoWeb in 2015 and completion of the integrations of these businesses in 2016. See the section of this Proxy Statement entitled “EXECUTIVE COMPENSATION–Compensation Discussion and Analysis–2016 Compensation Decisions–2016 Annual Incentive Compensation Plan Awards.”