Dmdmd2020, another PERFECT and spot-on assessment. To your point, as I have always said, follow The Big Money Players and a very large percentage of the time they will lead you to the LARGE GREEN pastures where it is fun to play, feed and relax.
"""3) Ex-employee Claimaints = fighting hard to be allowed to release their Class 22 claims (Vested Equity Interests under the Equity Incentive Plan which the FDIC stated is under the disallowed “golden parachute” provisions)"""
AND quit possibly "CLASS 19 CLAIMS" as well, these were high paid Execs and I would venture to say,that many of them may have held P's and K's as well
As of February 01, 2019, Judge Walrath disallowed all Ex-employee Claimants’ claims. What were the Ex-employee Claimants really fighting for?
IMO...my answers:
1) Pension plans
2) More importantly, their Common Shares of WMI and the Vested Equity Interests via the Equity Incentive Plan (EIP). Since they lost their cases, they lost the opportunity to release their current equity positions (Common Shares) as of the Effective Date (March 19, 2012).
Therefore, IMO...the Ex-Employee Claimants, through their actions, implied that there is great value in the WMI Escrow Markers!
Please go directly to the linked page to get a better view of the complete formatted version of the following text.
“SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS This table and the accompanying footnotes provide a summary of the beneficial ownership of the Common Stock as of February 20, 2006, by (i) the directors, (ii) the Company’s Chief Executive Officer, (iii) the other current executive officers and the former executive officer named in the Summary Compensation Table set forth herein, and (iv) all current directors and executive officers as a group. The following summary is based on information furnished by the respective directors and officers. Each listed person individually owns less than 1% of the outstanding shares and voting power of the Common Stock of the Company, and the Company’s directors and executive officers as a group hold approximately 1.03%. Except as indicated in the footnotes to the table below, each person has sole voting and investment power with respect to the shares he or she beneficially owns. Name Stock(4) Total Common Options Beneficial Stock(1) Exercisable(2) Ownership(3) ABCDE Phantom Total Stock-Based Ownership(5) Thomas W. Casey 180,044(6) 480,834 660,878 — 660,878 704,741 62,830 78,845 7,319,497 1,992 6,482 76,804 — 80,792 58,524 42,699 202,411 414,403 47,516 1,985 82,880 90,903 Craig J. Chapman( 7 ) 21,146( 8 ) 656,251 677,397 27,344 Anne V. Farrell 14,798( 9 ) 45,250 60,048 2,782 Stephen E. Frank 28,000(10) 48,063 76,063 2,782 Kerry K. Killinger 1,384,374(11) 5,476,713 6,861,087 458,410 Thomas C. Leppert 1,635(12) — 1,635 357 Charles M. Lillis 5,635( 1 3 ) — 5,635 847 Phillip D. Matthews 23,607(14) 50,415 74,022 2,782 Regina Montoya — — — — Michael K. Murphy Mary E. Pugh 26,518(15) 24,123( 1 6 ) 5,917(17) 45,250 17,685 34,000 71,768 41,808 39,917 9,024 16,716 2,782 Margaret Osmer McQuade William G. Reed, Jr 175,370( 1 8 ) 5,000 180,370 22,041 Stephen J. Rotella 332,570(19) 81,833 414,403 — David C. Schneider 47,516( 2 0 ) — 47,516 — Orin C. Smith 1,635( 2 1 ) — 1,635 350 James H. Stever 34,848( 2 2 ) 45,250 80,098 2,782 Willis B. Wood, Jr(23) 27,897(24) 48,063 75,960 14,942 All directors and current executive officers as a group (24 persons)(25) 2,864,202 7,660,328 10,524,530 566,689 11,091,219
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Take a close look at the table above, it details the holdings of three Ex-employee Claimants (Stephen Rotella, President & COO; Thomas Casey, EVP & CFO; David Schneider, President of Home Loans Group)
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PDF page 95 of 133:
“ITEM 3. APPROVAL OF THE WASHINGTON MUTUAL, INC. AMENDED AND RESTATED 2003 EQUITY INCENTIVE PLAN On February 21, 2006, the Board of Directors unanimously adopted an amendment and restatement of the 2003 EIP (the “Restated EIP”), subject to approval by the Company’s shareholders at the 2006 Annual Meeting. The Board believes that the Restated EIP will promote the long term interest of the Company and its shareholders by strengthening the Company’s ability to attract, motivate and retain employees, officers, directors, consultants, agents, advisors and independent contractors and by providing additional incentive for those persons through stock ownership and other incentives to improve operations, increase profits and strengthen the mutuality of interest between those persons and the Company’s shareholders. The 2003 EIP was originally adopted by the Board of Directors on February 18, 2003, and approved by the Company’s shareholders on April 15, 2003. Description of Proposed Changes to the Plan The following are the primary changes that are being proposed in the Restated EIP: Ø increasing the number of shares of Common Stock that may be subject to awards made under the 2003 EIP by an additional 65,000,000 shares; Ø adding a share counting formula to the 2003 EIP pursuant to which each share to be issued under equity awards that are not options or stock appreciation rights counts as two shares against the number of total shares available for awards under the 2003 EIP, and each share to be issued under awards that are options or stock appreciation rights counts as one share against the total shares available for awards under the 2003 EIP; Ø adding a provision such that shares subject to options and stock appreciation rights granted under the Restated EIP that are not issued upon the net settlement or net exercise of such options or stock appreciation rights, as well as shares that are delivered to or retained by the Company to pay the exercise price or withholding taxes related to options or stock appreciation rights and shares repurchased on the open market with the proceeds of option exercises, are not available for additional grants under the Restated EIP; Ø increasing the personal limit on the number of shares that may be subject to awards in any year by an additional 2,000,000 shares to 7,000,000 shares; Ø increasing the limit on the number of shares that may be subject to awards under the Restated EIP (other than options and stock appreciation rights) that either contain no restrictions or are subject to restrictions and/or vesting based solely on continuous employment or services for a period of less than three years to 10,000,000 shares (from 4,350,000 shares); and Ø expanding the categories of performance criteria that may be used under the Restated EIP. The other material features of the Restated EIP generally remain the same as under the terms of the 2003 EIP previously approved by the shareholders. However, the Restated EIP makes certain additional changes to the terms of the 2003 EIP in order to clarify specified matters and to ensure the Company’s continued compliance with the Code. In order for the Restated EIP to take effect, it must be approved by shareholders at the 2006 Annual Meeting.”
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PDF page 97 of 133:
“Shares Subject to the Restated EIP. Subject to adjustment in the event of stock splits, stock dividends and the like, if the Restated EIP is approved by shareholders, the maximum number of shares of Common Stock that may be subject to awards made under the Restated EIP would be: Ø 94,035,000 shares, plus Ø additional shares consisting of any authorized shares not issued or subject to outstanding awards under the Company’s Equity Incentive Plan and the 1994 Stock Option Plan (the “Prior Plans”) as of April 15, 2003 (the date the 2003 EIP was originally approved by the Company’s shareholders) and any shares subject to outstanding awards under the Prior Plans as of that date that cease for any reason to be subject to such awards (other than by reason of exercise or settlement to the extent they are exercised for or settled in vested and nonforfeitable shares), up to an aggregate maximum of 120,745,000 shares. The maximum number of shares that may be subject to awards made under the Restated EIP that have no restrictions or have restrictions based solely on service for less than three years is 10,000,000, except that shares issuable under stock options, stock appreciation rights and other awards where the grant, issuance, vesting or forfeiture of the award is contingent upon performance criteria and shares issued under an award by reason of a change in control or a participant’s death, retirement or disability do not count against this limit. In the event, at any time or from time to time, a stock dividend, stock split, spin-off, combination or exchange of shares, recapitalization, merger, consolidation, distribution to shareholders other than a normal cash dividend, or other change in the Company’s corporate or capital structure affects the number or kind of securities of the Company outstanding or results in new, different or additional securities of the Company or any other company being received by the holders of shares of Common Stock, then the Committee can make adjustments it determines appropriate in the maximum number and kind of securities available for issuance under the Restated EIP (including adjustments in the limits on the number and kind of securities subject to various awards as set forth in the Restated EIP) and in the number and kind of securities that are subject to any outstanding award and the per share price of such securities, without any change in the aggregate price to be paid therefor. Such adjustments may be designed to comply with Section 424 of the Code or may be designed to treat the shares of Common Stock available under the Restated EIP and subject to awards as if they were all outstanding on the record date for such event or transaction or to increase the number of such shares to reflect a deemed reinvestment in shares of Common Stock of the amount distributed to the Company’s security holders.”
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