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 2010 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
DAYTONA 500 EXPERIENCE, 1801 West International Speedway Boulevard, Daytona Beach, FL 32114 on
Wednesday, the 14th day of April 2010, commencing at 9:30 A.M., for the following purposes:
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To elect four (4) 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 February 26, 2010, will be entitled to vote, either in person or
by proxy. Due to logistical considerations, please be present by 9:15 A.M. Shareholder registration
tables will open at 9:00 A.M.
By Order of the Board of Directors
W. Garrett Crotty
Senior Vice President, Secretary and
General Counsel
March 1, 2010
This Notice of 2010 Annual Meeting and the attached Information Statement dated March 1, 2010
should be read in combination with ISCs annual report on Form 10-K for the fiscal year ended
November 30, 2009 and the Annual Report. Collectively these documents contain all of the
information and disclosures required in connection with the 2010 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 19, 2010 to holders of record on February 26,
2010 (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
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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 14, 2010 commencing at
9:30 A.M. at DAYTONA 500 EXPERIENCE, 1801 West International Speedway Boulevard, Daytona
Beach, Florida, 32114. Shareholder registration tables will open at 9:00 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 19, 2010 to all of our
shareholders of record as of the Record Date. The Record Date for the Annual Meeting is February
26, 2010. As of the Record Date, we had 27,813,123 shares of class A common stock and 20,546,917
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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18,234,134 |
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18,143,532 |
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39.67 |
% |
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88.30 |
% |
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69.56 |
% |
James C. France (9) |
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11,759,743 |
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11,704,086 |
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29.76 |
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56.96 |
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44.87 |
% |
Betty Jane France (10) |
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5,422,756 |
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5,405,647 |
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16.32 |
% |
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26.31 |
% |
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20.72 |
% |
Royce & Associates LLC (11) |
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2,101,638 |
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0 |
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7.56 |
% |
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0.00 |
% |
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1.61 |
% |
NJF Investment Group LLC (12) |
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2,025,800 |
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0 |
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7.28 |
% |
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0.00 |
% |
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1.55 |
% |
American Century Investment Mgmt Inc (13) |
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1,772,073 |
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0 |
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6.37 |
% |
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0.00 |
% |
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1.36 |
% |
Artisan Partners, LP (14) |
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1,734,800 |
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0 |
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6.24 |
% |
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0.00 |
% |
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1.33 |
% |
Vaughn Nelson Investment Management LP (15) |
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1,477,561 |
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0 |
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5.31 |
% |
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0.00 |
% |
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1.13 |
% |
Blackrock Global Investors (16) |
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1,476,699 |
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0 |
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5.31 |
% |
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0.00 |
% |
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1.13 |
% |
Lesa D. Kennedy (17) |
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993,161 |
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979,422 |
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3.45 |
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4.77 |
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3.76 |
% |
Brian Z. France (18) |
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342,587 |
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338,490 |
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1.22 |
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1.65 |
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1.30 |
% |
Thomas W. Staed (19) |
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32,884 |
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0 |
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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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32,613 |
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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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31,700 |
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11,286 |
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0.11 |
% |
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0.05 |
% |
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0.06 |
% |
J. Hyatt Brown (20) |
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20,539 |
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9,000 |
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0.07 |
% |
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0.04 |
% |
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0.04 |
% |
Lloyd E. Reuss |
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19,675 |
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0 |
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0.07 |
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0.00 |
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0.02 |
% |
Christy F. Harris (21) |
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18,668 |
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150 |
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0.07 |
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0.00 |
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0.01 |
% |
Edward H. Rensi |
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13,158 |
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1,500 |
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0.05 |
% |
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0.01 |
% |
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0.01 |
% |
Larry Aiello, Jr. |
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8,384 |
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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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6,946 |
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0 |
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0.02 |
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0.00 |
% |
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0.01 |
% |
William P. Graves |
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6,502 |
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0 |
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0.02 |
% |
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0.00 |
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0.00 |
% |
Morteza Hosseini-Kargar |
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5,900 |
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0 |
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0.02 |
% |
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0.00 |
% |
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0.00 |
% |
Roger VanDerSnick |
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3,781 |
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0 |
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0.01 |
% |
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0.00 |
% |
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0.00 |
% |
Edsel B. Ford, II |
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2,387 |
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0 |
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0.01 |
% |
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0.00 |
% |
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0.00 |
% |
All directors and executive officers
as a group (22 persons)(22) |
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18,477,398 |
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18,183,507 |
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40.09 |
% |
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88.50 |
% |
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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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(4) |
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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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(6) |
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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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(8) |
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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 16th amendment to Schedule 13G which was filed with the SEC in February 2010.
Amounts shown reflect the non-duplicative aggregate of 85,505 Class A and 16,451,353 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 2,443,571 Class B shares held by the adult
children of James C. France. See footnotes (9), (10), (17), and (18). |
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(9) |
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Includes (i) 1,500 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 773,735 Class B shares held of record by Carl
Investment Limited Partnership (Carl), (iv) all of the 65,573 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 318,419 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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(10) |
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Includes (i) 3,286,923 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 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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(14) |
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This owners address is 875 East Wisconsin Avenue, Suite 800, Milwaukee, WI 53202. Beneficial
ownership of these shares has been reported as shared with Artisan Partners Holdings LP
(Artisan Holdings), Artisan Investment Corporation, the general partner of Artisan Holdings
(Artisan Corp.), Artisan Investments GP LLC, the general partner of Artisan Partners, LP
(Artisan Investments), ZFIC, Inc., the sole stockholder of Artisan Corp. (ZFIC), Andrew A.
Ziegler, and Carlene M. Ziegler. |
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(15) |
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This owners address is 600 Travis Street, Suite 6300, Houston, Texas 77002. Beneficial
ownership of these shares has been reported as shared with Vaughan Nelson Investment
Management, Inc. |
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(16) |
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This owners address is 40 East 52nd Street, New York, NY 10022. |
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(17) |
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Includes (i) 349,313 Class B shares held of record by BBL Limited Partnership, (ii) 75,327
Class B shares held of record by Western Opportunity, (iii) 260,030 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 (iv) 1,500 Class B shares held as custodian for minor child. Mrs. Kennedy is the
sole shareholder and a director of BBL Company, the sole general partner of BBL Limited
Partnership. |
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(18) |
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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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(19) |
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Owned jointly with Barbara Staed, his spouse. |
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(20) |
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Held of record as joint tenants with Cynthia R. Brown, his spouse. |
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(21) |
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Includes 500 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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(22) |
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See footnotes (8) through (10) and footnotes (17) through (21). |
2 | Page
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 ISC |
James C. France
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65 |
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Chairman of the Board and Director |
Lesa France Kennedy
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48 |
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Vice Chairman, Chief Executive Officer and Director |
John R. Saunders
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53 |
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President |
Roger R. VanDerSnick
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46 |
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Executive Vice President and Chief Operating Officer |
W. Garrett Crotty
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46 |
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Senior Vice President, Secretary and General Counsel |
Daniel W. Houser
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58 |
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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 Business Operations |
W. Grant Lynch, Jr.
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56 |
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Vice President ISC Strategic Projects |
Craig R. Neeb
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49 |
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Vice President Multi Channel Marketing and Chief Information Officer |
Brian K. Wilson
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50 |
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Vice President, Corporate Development |
Tracie K. Winters
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38 |
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Vice President, Business Development |
Daryl Q. Wolfe
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42 |
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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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72 |
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Director |
Edsel B. Ford, II
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61 |
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Director |
Brian Z. France
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47 |
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Director |
William P. Graves
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57 |
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Director |
Christy F. Harris
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64 |
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Director |
Morteza Hosseini-Kargar
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54 |
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Director |
Raymond K. Mason, Jr.
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54 |
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Director |
Edward H. Rensi
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65 |
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Director |
Lloyd E. Reuss
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73 |
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Director |
Thomas W. Staed
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78 |
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Director |
Our Board of Directors is divided into three classes, with regular three year staggered terms.
Messrs. Ford, Graves, Harris and Hosseini were elected to hold office until the annual meeting of
shareholders to be held in 2010. 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.
For the election of directors at the Annual Meeting of Shareholders in April 2010, the Board has
accepted the recommendation of the Nominating and Corporate Governance Committee and approved the
nomination of Messrs. Ford, Graves, Harris and Hosseini as directors to serve for a three-year term
and hold office until the annual meeting of shareholders to be held in 2013.
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.
Mr. James C. France, a director since 1970, has served as our Chairman since July 2007.
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 the April 2003 annual meeting of
directors until July 2007. He also served as our President and Chief Operating Officer from 1987
until 2003.
Ms. Lesa France Kennedy, a director since 1984, became Vice Chairman 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.
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 from 1983
until 1997.
Mr. Roger R. VanDerSnick was appointed Executive Vice President and Chief Operating Officer in June
2009. Previously, he served as Senior Vice President Marketing and Business Operations since
April 2007. He had served as Vice President and Chief Marketing Officer since March 2006. Mr.
VanDerSnick had served as Vice
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President of Marketing for NASCAR from August 2005 to February 2006. From January 2003 to July 2005
Mr. VanDerSnick served as NASCARs Managing Director Brand and Consumer Marketing, and from
September 2000 to December 2002 he served as Director, Brand Marketing for NASCAR.
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.
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.
Mr. Houser had been our Controller and Chief Accounting Officer for more than the past five years.
Joie S. Chitwood has served as our Vice President Business Operations since August 2009. Prior
to that, he served as President and Chief Operating Officer of Indianapolis Motor Speedway from
November 2004 through August 2009. Prior to that 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. 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 and President of Talladega Superspeedway since November 1993.
He also served as President of Kansas Speedway from its inception in 1997 until 2002.
Mr. Craig R. Neeb has served as Vice President Multi Channel Marketing in 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. Brian K. Wilson has served as Vice President, Corporate Development since February 2006. Prior
to joining ISC, 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.
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.
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. 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 serves as a director of FPL Group, Inc.
and Verisk Analystics, Inc.
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. Brian Z. France, a director since 1994, has served as NASCARs Chairman and Chief Executive
Officer since 2003, Executive Vice President since 2000 and Vice Chairman since 2002. Previously,
he served as NASCARs Senior Vice President since 1999.
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 January 1995 until January 2003.
Mr. Christy F. Harris, a director since 1984, has been engaged in the private practice of business
and commercial law for more than twenty years and currently is Of Counsel with Kinsey Vincent Pyle,
LC.
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 more than the past five years.
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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 Center Bank of Jacksonville, N.A. (until August 2001,
this entity was known as RCK, Inc.).
Mr. Edward H. Rensi, a director since January 1997, is Chairman & Chief Executive Officer of Team
Rensi Motorsports. 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. 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., and United States Sugar Company.
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.
Messrs. Aiello, Brown, Ford, Graves, Hosseini, Rensi, Reuss, and Staed are considered independent
by the Board of Directors as that term is presently defined in Rule 4200(a)(15) of the NASD listing
standards.
Certain Relationships and Related Transactions
All of the racing events that take place during our fiscal year 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 Association, 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 some of our principal racing events, is
a member of the France Family Group which controls in excess of 70.0 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 $135.9 million for the year ended November 30, 2009. We have
outstanding receivables related to NASCAR and its affiliates of approximately $28.4 million at
November 30, 2009.
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, Nationwide and Camping World Truck
series event. 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, Nationwide and Camping World Truck series events conducted
at its wholly-owned facilities were $262.0 million in fiscal year 2009.
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
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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 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 $4.5 million
during fiscal 2009.
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 $1.8 million for the year ended November 30, 2009.
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 $450,000
during fiscal 2009.
We strive to ensure, and management believes that, the terms of our transactions with NASCAR and
Grand American 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. 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 aggregate amount received by us for these items, net of amounts paid, totaled
approximately $240,000 during fiscal 2009.
We have collateral assignment split-dollar insurance agreements covering the lives of James C.
France, his spouse, and the surviving spouse of William C. France. Upon surrender of the policies
or payment of the death benefits thereunder, we are entitled to repayment of an amount equal to the
cumulative premiums previously paid by us. We may cause the agreements to be terminated and the
policies surrendered at any time after the cash surrender value of the policies equals the
cumulative premiums advanced under the agreements. We recorded the insurance expense net of the
increase in cash surrender value of the policies associated with these agreements.
Crotty, Bartlett & Kelly, P.A. (Crotty, Bartlett & Kelly), a law firm controlled by siblings 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
$71,000 during fiscal 2009.
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 these policies were approximately $506,000 during fiscal 2009.
Kinsey, Vincent Pyle, L.C., a law firm which Christy F. Harris, one of our directors, joined in
fiscal 2004, provided legal services to us during fiscal 2009. We paid approximately $81,000 for
these services in fiscal 2009, which were charged to us on the same basis as those provided other
clients.
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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.
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, 2009, Forms 5 and amendments thereto furnished to us with respect to the
fiscal year ended November 30, 2009, 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, 2009.
Director Meetings and Committees
Our Board of Directors met four times during fiscal 2009. 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, 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 Internet website at
www.internationalspeedwaycorporation.com. The Board of Directors has determined all of the members
of the Audit Committee are qualified as audit committee financial experts (as defined by the SEC)
and independent (as independence is presently defined in Rule 4200(a)(15) of the NASDAQ listing
standards). The Audit Committee met six times during fiscal 2009.
The functions of the Compensation Committee (which presently consists of Messrs. Ford, Rensi,
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 Compensation Committee met six times during fiscal 2009.
The Board of Directors has adopted a written charter for the Compensation Committee, which is
available on our Internet website at www.internationalspeedwaycorporation.com.
The functions of the Nominating and Corporate Governance Committee (which presently consists of
Messrs. Brown, 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 once
during fiscal 2009.
The functions of the Growth and Development Committee (which presently consists of Messrs. Brown,
Cooper, Ford, Harris, 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)
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performing other duties deemed appropriate by the Board. The Growth and Development Committee met
two times in fiscal 2009.
The functions of the Financing Committee (which presently consists of Messrs. Aiello, Graves,
Harris, and Mason) 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 eight times in fiscal 2009.
The functions of the Stock Repurchase Committee (which presently consists of Messrs. Aiello, Brown,
France, 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 five times in fiscal 2009.
During the last full fiscal year, all of the directors attended at least 80% 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.
Director Nomination Process
A current copy of the Nominating and Corporate Governance Committee charter is available on
our Internet website at www.internationalspeedwaycorporation.com. Each director on the Nominating
and Corporate Governance Committee is 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 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 of directors. 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 Internet 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 2010 annual meeting of shareholders. For
the 2011 annual meeting nominations by shareholders must be received by the Secretary between
September 10, 2010 and November 9, 2010.
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 believes that members of and nominees to the
Board should reflect expertise in one or more of the following areas: accounting and finance,
business of motorsports, mergers and acquisitions, leadership, business and management, strategic
planning, government relations, investor relations, executive leadership development and executive
compensation. All nominees to our board of directors will be considered by the Nominating and
Corporate Governance Committee with these criteria in mind.
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
encouraged to attend. In fiscal 2009, thirteen directors attended the annual meeting of
shareholders.
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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 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 Internet 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 Internet website. At the present time there have been no amendments or waivers.
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.
For the year ended November 30, 2009, we paid Ernst & Young LLP, our independent auditors,
approximately $770,276 for the annual audit including attestation services required by the
Sarbanes-Oxley Act, $5,590 for audit related services and $85,298 for tax and all other services,
respectively. There were no fees billed by Ernst & Young LLP for consulting services in connection
with financial information systems design and implementation or for internal audit services during
the fiscal year ended November 30, 2009.
The information presented below discloses the aggregate fees billed to us for each of the last two
fiscal years by Ernst & Young LLP, our independent auditors.
Audit Fees
Fiscal 2008 $820,780. Fiscal 2009 $770,276.
This category includes fees for 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.
Audit-Related Fees
Fiscal 2008 $12,034. Fiscal 2009 $5,590.
This category includes fees 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 both fiscal
2008 and 2009 are primarily accounting advisory services for acquisitions, dispositions and equity
investments.
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Tax Fees
Fiscal 2008 $4,048. Fiscal 2009 $85,298.
This category includes fees for 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 2008 are consultations concerning certain restructuring initiatives. The nature of the
services comprising the fees disclosed in this category for fiscal 2009 are tax return review and
other tax advisory services.
All Other Fees
There were no other fees for products and services that are not disclosed in the previous
categories.
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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 2009 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 six meetings during fiscal year
2009.
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, 2009 for filing with the Securities and
Exchange Commission. In April 2009, the Committee approved the selection of the Companys
independent registered public accounting firm which performed the fiscal 2009 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
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EXECUTIVE COMPENSATION
Compensation discussion and analysis.
Overview
The goal of the compensation programs for our named executive officers is the same as our goal for
operating the company to create and enhance value for our shareholders. Toward this goal, 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 current pay. We combine the compensation elements for each executive in a manner we believe
optimizes the value for our shareholders.
Compensation Objectives
Performance.
The amount of compensation for each named executive officer (those persons who are identified in
the Summary Compensation Table) is based upon the Companys attainment of specific performance
criteria and the individuals perceived contribution to those results. Elements of compensation for
each of the named executive officers that depend upon performance are:
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a plan-based cash bonus that is based upon the Companys performance against normalized
target quantitative measures which we believe to be indicators of the Companys overall
performance; |
|
|
|
|
a discretionary cash bonus that is based upon a subjective assessment of the named
executive officers individual performance against pre-determined target qualitative
measures within the context of the Companys overall performance; and |
|
|
|
|
a plan-based restricted stock award that is based upon the Companys performance against
the same normalized target quantitative measures used to establish the plan-based cash
bonus which is subject to vesting schedules that require continued service to the Company. |
Each of these elements reward annual achievements and are commensurate with the named executive
officers scope of responsibilities.
Alignment.
We attempt to align the interests of the named executive officers with those of our shareholders by
evaluating executive performance on the basis of normalized target quantitative financial
measurements which we believe closely correlate to increasing shareholder value.
The element of compensation that aligns the interests of the named executive officers with
shareholders is the plan-based restricted stock award which links a portion of compensation to
shareholder value because the initial value is linked to meeting normalized Company performance
goals and the total value corresponds to dividends and cumulative changes in stock price during the
vesting period.
12 | Page
Retention.
Because of our position in the motorsports industry some of our named executive officers are often
presented with other professional opportunities, some of which are at higher compensation levels.
We attempt to retain our named executive officers through the vesting terms on the plan-based
restricted stock awards.
Compensation Implementation
Determination of Compensation.
As part of our total overall compensation plan our named executive officers are placed in
structured pay grades based upon job responsibility and description. Each grade has an established
range for annual base salary as well as targeted percentages of the annual base salary for annual
incentive compensation. The salary ranges and targeted incentive compensation percentages for each
pay grade have been evaluated regularly 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. Specific factors affecting compensation decisions for the named executive officers
include:
|
|
|
key financial measurements such as revenue, organic revenue, operating profit, earnings
per share, operating margins, return on total equity or total capital, cash flow from
operating activities and total shareholder return; |
|
|
|
|
strategic objectives such as acquisitions, dispositions or joint ventures; |
|
|
|
|
promoting excellence by improving products or services, being a leading market player
and attracting and retaining customers and business partners; and |
|
|
|
|
achieving specific operational goals for the company. |
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.
None of our named executive officers have employment, severance or change-of-control agreements.
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 the Companys 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 plan-based 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.
13 | Page
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 Company 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 International Speedway Corporations 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 more than 150% of the target depending upon results of corporate and personal performance during
the year. The current corporate financial measurements are earnings per share based on budget,
revenue based on budget, operating margin based on budget and the ratio of debt to capitalization.
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. Fifty 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.
Mr. James C France stepped down from his role as Chief Executive Officer effective June 1, 2009.
He remains Chairman of the Board of Directors in a non-executive capacity. Also effective June 1,
2009, Ms. Kennedy became Chief Executive Officer, Mr. Saunders became President, and Mr.
VanDerSnick became Executive Vice President and Chief Operating Officer.
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. The Companys 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 the Company participates in compensation surveys conducted by
well-known compensation consultants as a means of understanding external market practices. Except
for the foregoing, the Company has 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 the Companys 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
14 | Page
officers during the second quarter of the Companys fiscal year. Upon completion of the fiscal year
and the financial audit, the Companys 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 April 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 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.
Elements Used to Achieve Compensation Objectives
Annual Cash Compensation
Base Salary
Base salaries for our named executive officers depend on the scope of their responsibilities, their
performance, and the period over which they have performed those responsibilities. Decisions
regarding salary increases take into account the executives current salary and the amounts paid to
the executives peers within and outside the motorsports industry. Base salaries are reviewed
annually.
Bonus
Cash bonuses for all of our named executive officers are determined based upon a grading of the
personal performance factors to attain a percentage of the target bonus opportunity and are paid
annually in January.
Plan-Based Compensation
Plan-based cash incentive compensation for our named executive officers is based upon the grading
of corporate financial performance factors to determine the percentage of the target opportunity to
be awarded and are also paid annually in January. The Compensation Committee has the discretion to
either award compensation absent attainment of the relevant performance goal or to reduce or
increase the size of any award of payout.
15 | Page
Other Plan-Based Compensation
Restricted Stock
The only other plan-based compensation for our named executive officers is the award of shares of
restricted stock which vests over time. The amount of these awards is based upon the grading of
corporate financial performance factors to determine the percentage of the target opportunity to be
awarded and the restricted shares are awarded annually in April. The Compensation Committee has the
discretion to either award compensation absent attainment of the relevant performance goal or to
reduce or increase the size of any award of payout.
Other Elements
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 the Companys overall compensation program. We have no deferred compensation or
pension plans. 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.
Compensation for the Named Executive Officers in 2009
Company Performance
The specific compensation decisions made for each of the named executive officers for 2009 reflect
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. Based upon the Companys performance in fiscal 2009 the portion of each named executive
officers plan-based incentive compensation was set at 37.5% of the targeted amount. A more
detailed analysis of our financial and operational performance is contained in the Managements
Discussion & Analysis section of our 2009 Annual Report on Form 10-K filed with the SEC.
CEO Compensation
In determining Ms. Kennedys base salary compensation for 2009, the Compensation Committee
considered the performance of the Company in fiscal 2008, 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 determining the bonus and incentive portions of her compensation for 2009
the Compensation Committee determined that the discretionary portion of her bonus should be set at
60% of the targeted amount.
Others
In determining the base salary compensation of Mr. France, Mr. Saunders, Mr. Houser, and Mr.
VanDerSnick for 2009 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, Mr. Houser and Mr. VanDerSnicks
compensation for 2009 the Compensation Committee determined that the discretionary portion of their
bonus should be considered with the same criteria as the CEO and accordingly it was set at 60% of
the targeted amount.
We believe that the compensation for these individuals is consistent with the Companys
compensation objectives.
16 | Page
Summary Compensation Table
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan |
|
All Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
Compen- |
|
Compen- |
|
|
Name and Principal |
|
|
|
|
|
Salary |
|
Bonus |
|
Awards |
|
sation |
|
sation |
|
Total |
Position |
|
Year |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
Lesa France Kennedy |
|
|
2009 |
|
|
$ |
540,000 |
|
|
$ |
58,703 |
|
|
$ |
161,460 |
|
|
$ |
93,525 |
|
|
$ |
20,546 |
|
|
$ |
874,234 |
|
Vice Chairman and CEO |
|
|
2008 |
|
|
$ |
491,885 |
|
|
$ |
31,689 |
|
|
$ |
195,220 |
|
|
$ |
31,439 |
|
|
$ |
18,221 |
|
|
$ |
768,454 |
|
|
|
|
2007 |
|
|
$ |
473,900 |
|
|
$ |
56,717 |
|
|
$ |
206,210 |
|
|
$ |
56,467 |
|
|
$ |
20,865 |
|
|
$ |
814,159 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel W. Houser |
|
|
2009 |
|
|
$ |
245,000 |
|
|
$ |
15,754 |
|
|
$ |
53,569 |
|
|
$ |
33,875 |
|
|
$ |
30,638 |
|
|
$ |
378,836 |
|
SVP, CFO, Treasurer |
|
|
2008 |
|
|
$ |
234,677 |
|
|
$ |
33,811 |
|
|
$ |
62,121 |
|
|
$ |
6,974 |
|
|
$ |
24,976 |
|
|
$ |
362,559 |
|
(since 2/1/08) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James C. France |
|
|
2009 |
|
|
$ |
400,000 |
|
|
$ |
300 |
|
|
$ |
269,079 |
|
|
$ |
0 |
|
|
$ |
59,401 |
|
|
$ |
728,780 |
|
Chairman |
|
|
2008 |
|
|
$ |
590,801 |
|
|
$ |
41,596 |
|
|
$ |
324,300 |
|
|
$ |
41,296 |
|
|
$ |
42,222 |
|
|
$ |
1,040,215 |
|
|
|
|
2007 |
|
|
$ |
584,000 |
|
|
$ |
69,886 |
|
|
$ |
337,814 |
|
|
$ |
69,586 |
|
|
$ |
27,099 |
|
|
$ |
1,088,385 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John R. Saunders |
|
|
2009 |
|
|
$ |
425,850 |
|
|
$ |
40,450 |
|
|
$ |
98,297 |
|
|
$ |
64,240 |
|
|
$ |
35,609 |
|
|
$ |
664,446 |
|
President |
|
|
2008 |
|
|
$ |
403,133 |
|
|
$ |
72,606 |
|
|
$ |
117,846 |
|
|
$ |
16,855 |
|
|
$ |
29,010 |
|
|
$ |
639,450 |
|
|
|
|
2007 |
|
|
$ |
390,000 |
|
|
$ |
56,460 |
|
|
$ |
124,012 |
|
|
$ |
30,417 |
|
|
$ |
32,055 |
|
|
$ |
632,944 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roger VanDerSnick |
|
|
2009 |
|
|
$ |
392,792 |
|
|
$ |
29,612 |
|
|
$ |
36,437 |
|
|
$ |
62,994 |
|
|
$ |
37,369 |
|
|
$ |
559,204 |
|
Exec VP/COO |
|
|
2008 |
|
|
$ |
376,928 |
|
|
$ |
63,198 |
|
|
$ |
27,442 |
|
|
$ |
14,708 |
|
|
$ |
25,069 |
|
|
$ |
507,345 |
|
|
|
|
2007 |
|
|
$ |
347,115 |
|
|
$ |
50,406 |
|
|
$ |
12,914 |
|
|
$ |
21,778 |
|
|
$ |
24,789 |
|
|
$ |
457,002 |
|
17 | Page
Grants of Plan-Based Awards
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|
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|
|
|
|
|
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|
Grant |
|
|
|
|
|
|
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|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
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|
|
Date Fair |
|
|
|
|
|
|
Estimated Future Payouts Under Non-Equity |
|
Estimated Future Payouts Under |
|
Value of |
|
|
|
|
Author- |
|
Incentive Plan Awards |
|
Equity Incentive Plan Awards |
|
Stock and |
|
|
Grant |
|
ization |
|
Threshold |
|
|
|
|
|
|
|
|
|
Threshold |
|
Target |
|
Maximum |
|
Option |
Name |
|
Date |
|
Date |
|
($) |
|
Target ($) |
|
Maximum ($) |
|
(#) |
|
(#) |
|
(#) |
|
Awards |
|
James C. France |
|
11/30/09 |
|
11/17/09 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4/1/09 |
|
3/11/09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
3,866 |
|
|
|
5,799 |
|
|
$ |
94,907 |
|
Lesa France Kennedy |
|
11/30/09 |
|
11/17/09 |
|
$ |
|
|
|
$ |
180,540.00 |
|
|
$ |
270,810.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4/1/09 |
|
3/11/09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
8,110 |
|
|
|
12,165 |
|
|
$ |
57,006 |
|
John R. Saunders |
|
11/30/09 |
|
11/17/09 |
|
$ |
|
|
|
$ |
140,580.00 |
|
|
$ |
210,870.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4/1/09 |
|
3/11/09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
5,620 |
|
|
|
8,430 |
|
|
$ |
37,679 |
|
Roger VanDerSnick |
|
11/30/09 |
|
11/17/09 |
|
$ |
|
|
|
$ |
104,956.00 |
|
|
$ |
157,434.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4/1/09 |
|
3/11/09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
4,025 |
|
|
|
6,037 |
|
|
$ |
28,270 |
|
Daniel W. Houser |
|
11/30/09 |
|
11/17/09 |
|
$ |
|
|
|
$ |
60,900.00 |
|
|
$ |
91,350.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4/1/09 |
|
3/11/09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
3,294 |
|
|
|
4,941 |
|
|
$ |
25,119 |
|
Outstanding equity awards at fiscal year-end
|
|
|
|
|
|
|
|
|
|
|
Stock Awards |
|
|
|
|
|
|
Market Value of |
|
|
Number of Shares of |
|
Shares of Stock That |
|
|
Stock That Have Not |
|
Have Not Vested |
Name |
|
Vested (#) |
|
(1)($) |
|
James C. France |
|
|
22,876 |
|
|
$ |
616,993.00 |
|
Lesa France Kennedy |
|
|
13,740 |
|
|
$ |
370,554.00 |
|
John R. Saunders |
|
|
8,469 |
|
|
$ |
228,409.00 |
|
Roger VanDerSnick |
|
|
3,781 |
|
|
$ |
101,974.00 |
|
Daniel W. Houser |
|
|
4,737 |
|
|
$ |
127,757.00 |
|
|
|
|
Note 1 Amounts listed in this column are calculated using the closing price of our common
stock on November 30, 2009, $26.97. |
18 | Page
Option exercises and stock vested
|
|
|
|
|
|
|
|
|
|
|
Stock Awards |
|
|
Number of |
|
|
|
|
Shares Acquired |
|
Value Realized on |
Name |
|
on Vesting (#) |
|
Vesting (1) ($) |
|
James C. France |
|
|
6,850 |
|
|
$ |
155,770.00 |
|
Lesa France Kennedy |
|
|
4,073 |
|
|
$ |
92,582.00 |
|
John R. Saunders |
|
|
2,435 |
|
|
$ |
55,317.00 |
|
Roger VanDerSnick |
|
|
|
|
|
$ |
|
|
Daniel W. Houser |
|
|
1,316 |
|
|
$ |
29,852.00 |
|
|
|
|
Note 1 Amounts listed in this column are calculated using the closing price of our
common stock on the date of stock vesting, April 4, 2009 and May 1, 2009, which were $22.06 and
$23.68, respectively. |
Potential payments upon termination or change-in-control
The only potential payments for any of the named executive officers are related to the
unvested shares of restricted stock as shown in the Outstanding Equity Awards at Fiscal Year End
above. Upon the occurrence of a change of control as defined in the individual participant plans
for all participants in the restricted stock incentive program all of the unvested shares would
immediately vest for each participant. There are no other arrangements to be disclosed pursuant to
this item.
|
|
|
|
|
|
|
|
|
|
|
Number of Shares of |
|
Payment upon a |
|
|
Stock That Have Not |
|
Change-in- |
Name |
|
Vested (#) |
|
Control2($) |
|
James C. France1 |
|
|
22,876 |
|
|
$ |
616,993.00 |
|
Lesa France Kennedy 1 |
|
|
13,740 |
|
|
$ |
370,554.00 |
|
John R. Saunders1 |
|
|
8,469 |
|
|
$ |
228,409.00 |
|
Roger VanDerSnick1 |
|
|
3,781 |
|
|
$ |
101,974.00 |
|
Daniel W. Houser1 |
|
|
4,737 |
|
|
$ |
127,757.00 |
|
|
|
|
Note 1 |
|
Change-in-Control is defined in the individual participant plans for all participants
in the restricted stock incentive program.
Change-in-Control is defined in our 2006 Long Term Incentive Plan and is
applicable to all grants of restricted stock under such plan. |
|
Note 2 |
|
Amounts listed in this column are calculated using the closing price of our common stock
on November 30, 2009, $26.97. |
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 calculation 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; |
|
|
|
|
members of the Audit Committee are paid a cash fee of $750 for each meeting of the Audit
Committee attended; and
|
19 | Page
|
|
|
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 method. The options become exercisable after 1 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.
The amounts shown in the Fees Earned or Paid in Cash column of the Director Compensation Table
represent the sum of all annual fee and meeting fee cash payments made to the indicated directors
during the fiscal year ended November 30, 2009. It does not include any expense reimbursement.
The amounts shown in the Option Awards column of the Director Compensation Table represent the
dollar amount recognized for financial statement reporting purposes with respect to the fiscal year
ended November 30, 2009 in accordance with FAS 123R, and includes recognition for a portion of the
options awarded on July 1, 2008 and for a portion of the options awarded on July 1, 2009.
No director received perquisites and personal benefits with a total value of $10,000 or more during
the fiscal year ended November 30, 2009.
Director Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Earned or |
|
Option Awards |
|
|
Name |
|
Paid in Cash ($) |
|
($) (1) |
|
Total ($) |
|
Larry Aiello, Jr. |
|
$ |
34,000.00 |
|
|
$ |
25,860.00 |
|
|
$ |
59,860.00 |
|
J. Hyatt Brown |
|
$ |
35,000.00 |
|
|
$ |
21,589.00 |
|
|
$ |
56,589.00 |
|
Edsel B. Ford, II |
|
$ |
4,500.00 |
|
|
$ |
35,984.00 |
|
|
$ |
40,484.00 |
|
Brian Z. France |
|
$ |
3,000.00 |
|
|
$ |
35,984.00 |
|
|
$ |
38,984.00 |
|
William P. Graves |
|
$ |
36,000.00 |
|
|
$ |
21,589.00 |
|
|
$ |
57,589.00 |
|
Christy F. Harris |
|
$ |
31,000.00 |
|
|
$ |
25,432.00 |
|
|
$ |
56,432.00 |
|
Morteza Hosseini-Kargar |
|
$ |
4,500.00 |
|
|
$ |
35,984.00 |
|
|
$ |
40,484.00 |
|
Raymond K. Mason, Jr. |
|
$ |
29,500.00 |
|
|
$ |
21,589.00 |
|
|
$ |
51,089.00 |
|
Edward H. Rensi |
|
$ |
30,000.00 |
|
|
$ |
29,284.00 |
|
|
$ |
59,284.00 |
|
Lloyd E. Reuss |
|
$ |
27,000.00 |
|
|
$ |
21,589.00 |
|
|
$ |
48,589.00 |
|
Thomas W. Staed |
|
$ |
30,000.00 |
|
|
$ |
21,589.00 |
|
|
$ |
51,589.00 |
|
|
|
|
Note 1 |
|
For each director with awards shown in this column the grant date fair value of the option
awards computed in accordance with FAS 123R (which does not necessarily correspond to the Black
Scholes valuation used to calculate the size of the award initially) and the aggregate number of
option awards outstanding at fiscal year end is shown below: |
20 | Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate Option Awards |
|
|
Grant Date Fair Value of Options Awarded on |
|
Outstanding at 11/30/2009 |
Name |
|
7/1/2008 ($) |
|
7/1/2009 ($) |
|
(#) |
|
Larry Aiello, Jr. |
|
$ |
22,447.00 |
|
|
$ |
30,976.00 |
|
|
|
10,904 |
|
J. Hyatt Brown |
|
$ |
19,236.00 |
|
|
$ |
25,115.00 |
|
|
|
12,010 |
|
Edsel B. Ford, II |
|
$ |
32,065.00 |
|
|
$ |
41,858.00 |
|
|
|
7,172 |
|
Brian Z. France |
|
$ |
32,065.00 |
|
|
$ |
41,858.00 |
|
|
|
11,269 |
|
William P. Graves |
|
$ |
19,236.00 |
|
|
$ |
25,115.00 |
|
|
|
9,373 |
|
Christy F. Harris |
|
$ |
25,644.00 |
|
|
$ |
25,115.00 |
|
|
|
15,989 |
|
Morteza Hosseini-Kargar |
|
$ |
32,065.00 |
|
|
$ |
41,858.00 |
|
|
|
9,585 |
|
Raymond K. Mason, Jr. |
|
$ |
19,236.00 |
|
|
$ |
25,115.00 |
|
|
|
12,777 |
|
Edward H. Rensi |
|
$ |
32,065.00 |
|
|
$ |
25,115.00 |
|
|
|
14,529 |
|
Lloyd E. Reuss |
|
$ |
19,236.00 |
|
|
$ |
25,115.00 |
|
|
|
14,546 |
|
Thomas W. Staed |
|
$ |
19,236.00 |
|
|
$ |
25,115.00 |
|
|
|
14,249 |
|
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 2009. 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, 2009.
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
Lloyd E. Reuss
Thomas W. Staed
21 | 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, 2004 (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, which includes 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.
22 | 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, 2010
23 | Page
Driven to be the world leader in motorsports entertainment by providing
superior, innovative and thrilling guest experiences.
24 | Page