Vermont's largest company is considering changing its name and will ask shareholders for approval at its annual meeting in March. In the shareholder proxy statement filed today and signed by CEO Brian Kelly, GMCR is proposing to change its name to Keurig Green Mountain,’Inc.
The Keurig brand of the business, with its signature single cup coffee servers and brewers, has driven the company to be one of the premier coffee brands in the US and Canada, along with Starbucks and Dunkin Brands. GMCR, based in Waterbury, Vermont, is now a $4.4 billion company with a $12 billion market cap.
GMCR's tremendous growth over the last 25 years has hardly abated. In Vermont Business Magazine's list of fastest growing companies, released earlier this month, GMCR was second fastest over the last five years, third over the last 10, and first over the last 15, 20, and 25 years, which is a remarkable achievement for a company so large.
GMCR's stock price, under siege only two years ago and falling from over $100 per share to under $20 a share in less than one year, has rebounded in the last 18 months and is, as of January 10, back over $80, or double what it was a year ago.
The introduction to the Proxy Statement and Notice of Annual Meeting follows:’
Dear Stockholder:’
I am pleased to invite you to join me, our Board of Directors, and senior leadership of Green Mountain Coffee Roasters, Inc. at our 2014 Annual Meeting of Stockholders on Thursday, March 6, 2014, at 10 am Eastern Standard Time. The meeting will be held at the Sheraton Burlington Hotel and Conference Center, 870 Williston Road, South Burlington, Vermont 05403.
The attached Notice of Annual Meeting of Stockholders and proxy statement will serve as your guide to the business to be conducted at the meeting. At the meeting, we will also report on our business and operations and respond to questions from stockholders. While I hope you can join me in Vermont, whether or not you will attend the meeting, your vote is very important. In advance of the meeting on March 6, 2014, please cast your vote through the Internet, by telephone, or by mail. Instructions on how to vote are found in the section entitled "Voting Information" on page (iv) and "Proxy Statement’Questions and Answers’How Can I Vote My Shares" on page 8.
This year's proxy statement demonstrates our ongoing commitment to provide a clear and detailed discussion of matters that will be addressed at the Annual Meeting of Stockholders. We have included a proxy summary starting on page 1 that provides highlights of the detailed information included elsewhere in the proxy statement. The Compensation Discussion and Analysis, which begins on page 26, has an expanded focus on executive compensation practices that reinforce our pay for performance philosophy.
Thank you very much for your continued trust and investment in our Company. I look forward to seeing many of you in Vermont on March 6 th .
GRAPHIC
Brian P. Kelley
President and Chief Executive Officer
Green Mountain Coffee Roasters, Inc.
GREEN MOUNTAIN COFFEE ROASTERS, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Time and Date: 10 a.m. Eastern Standard Time, Thursday, March 6, 2014
Location: Sheraton Burlington Hotel and Conference Center, 870 Williston Road, South Burlington, Vermont 05403
Dear Stockholders:
The Annual Meeting of Stockholders (the "Annual Meeting") of Green Mountain Coffee Roasters, Inc., a Delaware corporation (the "Company"), will be held at the Sheraton Burlington Hotel and Conference Center, 870 Williston Road, South Burlington, Vermont 05403 (directions enclosed) on Thursday, March 6, 2014, at 10:00 a.m. Eastern Standard Time:
At the meeting, we will be asking you:
1.
To elect John D. Hayes, A.D. David Mackay, Michael J. Mardy, and David E. Moran as Class III Directors for a three-year term to expire in 2017;
2.
To approve, on an advisory basis, the executive compensation as disclosed in these materials;
3.
To approve an amendment to the Restated Certificate of Incorporation to change the Company name to Keurig Green Mountain, Inc.;
4.
To approve the Green Mountain Coffee Roasters, Inc. 2014 Omnibus Incentive Plan;
5.
To approve the Green Mountain Coffee Roasters, Inc. 2014 Amended and Restated Employee Stock Purchase Plan;
6.
To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2014; and
7.
To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on Monday, January 6, 2014 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting. A complete list of those stockholders will be open to examination by any stockholder for any purpose germane to the Annual Meeting during normal business hours at the executive offices of the Company, 124 Technology Park Way, South Burlington, Vermont, from February 24, 2014 through March 5, 2014. This list will also be available to stockholders for any such purpose at the Annual Meeting.
We are again taking advantage of the Securities and Exchange Commission rules that allow issuers like us to furnish proxy materials to you via the Internet. We believe this will allow us to provide you with the information you need, in a manner that is convenient and familiar to you, while lowering our costs to deliver these materials and reducing the environmental impact of our Annual Meeting. On or about January 24, 2014 we will mail to our stockholders a Notice of Internet Availability of Proxy Materials (the "Notice") containing instructions on how to access our proxy statement for our Annual Meeting and Annual Report to Stockholders for the year ending September 28, 2013. The Notice will also provide instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of the proxy materials by mail.
All stockholders are cordially invited to attend the Annual Meeting. But, whether or not you are able to attend the Annual Meeting in person, it is important that your shares be represented. Please vote as soon as possible. See the Voting Information section on page iv for information about voting by telephone, the Internet, or by mail, and how to attend the Annual Meeting and vote your shares in person.’
By order of the Board of Directors,
Sonia G. Cudd
Vice President, Associate General Counsel-Corporate and Corporate Secretary
Green Mountain Coffee Roasters, Inc.
Waterbury, Vermont
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