SECURITIES AND EXCHANGE COMMISSION FORM DEF 14A Definitive proxy statements Filing Date: 2009-04-22 | Period of Report: 2009-05-08 SEC Accession No. 0001193125-09-084540 (HTML Version on secdatabase.com) FILER Eddie Bauer Holdings, Inc. Mailing Address Business Address PO BOX 90139 10401 NE 8TH ST. CIK:1345968| IRS No.: 421672352 | State of Incorp.:DE | Fiscal Year End: 0102 BELLEVUE WA 98009-0139 SUITE 500 Type: DEF 14A | Act: 34 | File No.: 001-33070 | Film No.: 09763949 BELLEVUE WA 98004 SIC: 5600 Apparel & accessory stores (425) 755-6100 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: Preliminary Proxy Statement ¨ ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.14a-12 ¨ EDDIE BAUER HOLDINGS, INC. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): x No fee required. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document ¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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: Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (5) Total fee paid: ¨ Fee paid previously with preliminary materials. ¨ 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: Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents EDDIE BAUER HOLDINGS, INC. 10401 NE 8th Street, Suite 500 Bellevue, Washington 98004 April 20, 2009 Dear Eddie Bauer Stockholder: You are cordially invited to attend the 2009 annual meeting of stockholders of Eddie Bauer Holdings, Inc. (Eddie Bauer) to be held at 8:30 a.m., Pacific Time, on May 8, 2009, at the Eddie Bauer corporate offices, 10401 NE 8th Street, Bellevue, Washington, Fifth Floor. Details regarding the meeting and the business to be conducted are more fully described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement. Your vote is important. Your Board of Directors has fixed the close of business on March 11, 2009, as the record date for the determination of stockholders entitled to notice of, and to vote at, the 2009 annual meeting of stockholders. Whether or not you plan to attend the meeting, please use the enclosed proxy to vote promptly by telephone or Internet, or by signing, dating and returning the proxy card in the postage-paid envelope provided. Your proxy is being solicited by, and on behalf of, the Board of Directors and we urge you to vote for the proposals being presented. The Proxy Statement explains more about proxy voting. Please read it carefully. Thank you for your continued support of our company. Sincerely, William T. End Chairman of the Board THIS PROXY STATEMENT IS FIRST BEING MAILED TO STOCKHOLDERS ON OR ABOUT APRIL 22, 2009 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents EDDIE BAUER HOLDINGS, INC. 10401 NE 8th Street, Suite 500 Bellevue, Washington 98004 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS DATE May 8, 2009 TIME 8:30 a.m. PDT PLACE 10401 NE 8th Street, Fifth Floor Bellevue, Washington ITEMS OF BUSINESS (1) To elect the seven nominees named in the attached Proxy Statement to the Board of Directors for one-year terms; (2) To ratify the appointment of BDO Seidman, LLP as our independent registered public accounting firm for the fiscal year ending January 2, 2010; and, (3) To transact any other business as may properly come before the Annual Meeting and any adjournment or postponement. You can vote if, at the close of business on March 11, 2009, you were a stockholder of the Company. Freya R. Brier Senior Vice President, General Counsel and Secretary April 20, 2009 ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. HOWEVER, TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, YOU ARE URGED TO VOTE YOUR SHARES BY SIGNING, DATING AND RETURNING THE ENCLOSED PROXY CARD PROMPTLY IN THE POSTAGE PREPAID ENVELOPE ENCLOSED FOR THAT PURPOSE. ALTERNATIVELY, YOU MAY VOTE YOUR SHARES THROUGH THE INTERNET OR BY TELEPHONE, AS INDICATED ON YOUR PROXY CARD. This Notice of Annual Meeting of Stockholders, the Proxy Statement and the 2008 Annual Report are available on our website at http://investors.eddiebauer.com/. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents TABLE OF CONTENTS Page QUESTIONS AND ANSWERS 1 Q: Where and when is the Annual Meeting? 1 Q: What items of business will be voted on at the Annual Meeting? 1 Q: How does the Board of Directors recommend that I vote? 1 Q: What is the voting requirement to approve each of the items? 1 Q: Where can I find the voting results of the Annual Meeting? 2 Q: Who is soliciting my vote? 2 Q: Who may vote at the Annual Meeting? 2 Q: How can I vote my shares? 2 Q: What happens if additional matters are presented at the Annual Meeting? 3 Q: What happens if I abstain? 3 Q: What is the quorum requirement for the Annual Meeting? 3 Q: How can I change my vote after I return my proxy card? 3 Q: What does it mean if I get more than one proxy card? 3 Q: How can I obtain a separate set of proxy materials? 3 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Q: Is there a list of stockholders entitled to vote at the Annual Meeting? 4 Q: Are copies of the proxy materials and annual report available electronically? 4 Q: What is the deadline to propose actions for consideration at next years annual meeting? 4 Q: How do I recommend a candidate for election as a director? 4 Q: How can I communicate with the Board of Directors? 5 CORPORATE GOVERNANCE 6 Corporate Governance Guidelines 6 Code of Business Conduct and Ethics 6 Committee responsibilities 6 Independence 6 Executive sessions 7 Director attendance at annual meetings 7 Annual performance evaluation 7 Outside advisors 7 Whistleblower policy 7 PROPOSAL 1: ELECTION OF DIRECTORS 7 Nominees 8 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Board Recommends a Vote FOR the Proposal 8 MANAGEMENT 9 Directors and Executive Officers 9 FURTHER INFORMATION REGARDING THE BOARD OF DIRECTORS 13 Meetings 13 Board Committees 13 Audit Committee 13 Compensation Committee 13 Nominating and Corporate Governance Committee 15 Director Attendance 16 i Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Page PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 16 Board Recommends a Vote FOR the Proposal 16 AUDIT AND NON-AUDIT FEES 17 Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services 17 REPORT OF AUDIT COMMITTEE 18 EXECUTIVE COMPENSATION 19 Compensation Discussion & Analysis 19 Summary Compensation Table 29 Grants of Plan-Based Awards Table 31 Outstanding Equity Awards at Fiscal Year-End 32 Option Exercises and Stock Vested 33 Employment Agreements and Letters; Termination and Change in Control Payments 34 Director Compensation 38 REPORT OF COMPENSATION COMMITTEE 40 Compensation Committee Interlocks and Insider Participation 41 CERTAIN TRANSACTIONS WITH RELATED PERSONS 41 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document SECTION 16 (A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 41 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 42 Securities Authorized for Issuance Under Equity Compensation Plans 45 OTHER MATTERS 46 ii Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents EDDIE BAUER HOLDINGS, INC. 10401 NE 8th Street, Ste. 500 Bellevue, Washington 98004 PROXY STATEMENT Our Board of Directors is soliciting proxies to be voted at the 2009 annual meeting of stockholders (the Annual Meeting) to be held on May 8, 2009 and at any postponement or adjournment thereof for the purposes set forth in the Notice of Annual Meeting of Stockholders. Your vote is very important. For this reason, our Board of Directors is requesting that you permit your common stock to be represented at the Annual Meeting by the proxies named on the enclosed proxy card. This Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting.