Employee Retention of Activision Blizzard : Activision Blizzard, Inc., formerly Activision, Inc. (NASDAQ: ATVI) is the American holding company for Activision and Blizzard Entertainment. The company is majority owned by French conglomerate Vivendi SA and was created through the merger of Activision and Vivendi Games, announced on December 2, 2007,[3] in a deal worth USD$18.8 billion.[4] The deal closed July 9, 2008. The company believed that the merging of the two companies would create "the world’s largest and most profitable pure-play video game publisher".[5] It believes that it is the only publisher that has "leading market positions across all categories" of the video game industry.[5]
n December 2007, Activision announced that the company and its assets would merge with fellow games developer and publisher, Vivendi Games. René Penisson, formerly a member of the Management Board of Vivendi and Chairman of Vivendi Games, would serve as Chairman of Activision Blizzard. Bobby Kotick, once head of Activision, was announced to become President and CEO of Activision Blizzard.
In April 2008, the European Commission permitted the merger to take place. The Commission essentially needed to approve that there weren't any antitrust issues in the merger deal.[6] On July 8, 2008, Activision announced that stockholders had agreed to merge. The deal closed on July 9, 2008, and the total transaction was an estimated $18.9 billion.[7] Vivendi was the majority shareholder, with a 52% stake in the company.[7] The rest of the shares were held by institutional and private investors and continue to be traded on the NASDAQ stock market, for the first 10 trading days post closing as ATVID, and subsequently as ATVI. Jean-Bernard Levy will replace René Penisson as chairman of Activision Blizzard.[8]
Activision and Blizzard Entertainment still exist as separate entities.[9] The holding company does not publish games under its central name and instead uses its subsidiaries to publish games, similar to how Vivendi Games operated before the merger.[10] The merger makes Activision parent company of Vivendi Games former divisions.
The Committee shall review and approve all compensation programs applicable to executive officers, including, without limitation, base salaries, bonuses, annual and long-term incentive compensation, equity-based compensation, perquisites and retirement benefits. In connection with this evaluation, the Committee may request and receive input from other non-employee Board members either formally or informally. For purposes of this charter, the term "executive officers" shall mean the individuals designated as executive officers pursuant to Section 16(b) of the Exchange Act, and any employee of the Activision Blizzard Group whose annual compensation (excluding equity-based compensation) exceeds (or is proposed to exceed) $2 million per year.
B. Employee Compensation
In consultation with senior management, the Committee shall also establish, review, and evaluate the long-term strategy of employee compensation and the forms of equity, incentive and other compensation paid by the Activision Blizzard Group.
C. Executive Officer
The Committee shall review and approve corporate goals and objectives relevant to the compensation of the Company's Chief Executive Officer (the "CEO"), evaluate the performance of the CEO, in light of those goals and objectives, and determine the compensation level of the CEO based on this evaluation. In determining the long-term incentive component of the CEO's compensation, the Committee will consider, among other factors, the Company's performance and relative stockholder return, the value of similar incentive awards to executives in similar positions at comparable companies and the awards given to the CEO in past years, as well as such other factors as the Committee deems appropriate.
D. Director Compensation
The Committee shall annually review the compensation payable to the Company's directors and shall recommend modifications to the Board.
E. Administer Equity Compensation Plans
The Committee shall exercise all authority of the Board under all of the Activision Blizzard Group's long-term incentive or equity compensation plans, programs and arrangements (the "Plans") and administer the Plans in accordance with their terms. Such authority shall include without limitation: (i) participating in the establishment of grant guidelines and general size of overall grants, (ii) selecting participants in the Plans, (iii) interpreting and making all factual determinations regarding the Plans, (iv) approving awards under the Plans and (v) determining rules, regulations and guidelines relating to the Plans as the Committee may deem necessary or proper.
F. Employment and Severance Arrangements
The Committee shall review and approve all new and amended employment, consulting, retirement, severance, change-in-control, and similar plans, programs, agreements and arrangements applicable to any current or former executive officers.
G. Tax Compliance
The Committee shall oversee the Activision Blizzard Group's policies on structuring compensation programs for executive officers to preserve tax deductibility. To the extent that the Activision Blizzard Group provides for performance-based compensation subject to the requirements of Section 162(m), the Compensation Committee (or, to the extent necessary, a subcommittee thereof comprised of solely of two or more "outside directors" (as defined in Section 162(m)) then serving on the Committee) shall establish and certify the attainment of performance goals as contemplated in, and as required by, Section 162(m).
H. Risk Assessment
The Committee shall annually review the potential risk to the Company from its compensation programs and policies, including any incentive plans, and determine if disclosure regarding potential material compensation-related risk is necessary in the Company's proxy statement for its annual meeting of stockholders..
I. Proxy Disclosure
The Committee shall review and discuss with management the compensation-related disclosure included in the Company's proxy statement and annual report in Form 10-K including without limitation, the "Compensation Discussion and Analysis" (the "CD&A"). Based on such review and discussion, the Committee shall make a recommendation to the Board as to whether the CD&A should be included in the Company's annual report on Form 10-K and, as applicable, the Company's proxy statement. The Committee shall produce an annual report on executive compensation for inclusion in the Company's proxy statement in accordance with applicable laws.
J. Shareholder Approvals
The Committee shall oversee the Company's submissions to shareholders on matters relating to executive compensation, including advisory votes on executive compensation and the frequency of such votes and approval of compensatory plans and any amendments to such plans. In conjunction with the Nominating and Corporate Governance Committee of the Board, the Committee shall determine the appropriate engagement with shareholder groups and proxy advisory firms on matters relating to executive compensation.
K. Delegation
The Committee shall have the power to delegate its authority and duties to subcommittees, individual Committee members, or management, as it deems appropriate in accordance with applicable laws, rules and regulations, provided that no subcommittee shall consist of fewer than two members.
L. Regular Reporting
The Committee shall report to the Board at its next regularly scheduled meeting following the Committee meeting.
V. Committee Evaluations; Charter Review
The Committee shall annually conduct, and review with the Board, an evaluation of its performance. The Committee may conduct this performance evaluation in such manner as the Committee, in its business judgment, deems appropriate.
The Committee shall annually review and assess the adequacy of this Charter.
n December 2007, Activision announced that the company and its assets would merge with fellow games developer and publisher, Vivendi Games. René Penisson, formerly a member of the Management Board of Vivendi and Chairman of Vivendi Games, would serve as Chairman of Activision Blizzard. Bobby Kotick, once head of Activision, was announced to become President and CEO of Activision Blizzard.
In April 2008, the European Commission permitted the merger to take place. The Commission essentially needed to approve that there weren't any antitrust issues in the merger deal.[6] On July 8, 2008, Activision announced that stockholders had agreed to merge. The deal closed on July 9, 2008, and the total transaction was an estimated $18.9 billion.[7] Vivendi was the majority shareholder, with a 52% stake in the company.[7] The rest of the shares were held by institutional and private investors and continue to be traded on the NASDAQ stock market, for the first 10 trading days post closing as ATVID, and subsequently as ATVI. Jean-Bernard Levy will replace René Penisson as chairman of Activision Blizzard.[8]
Activision and Blizzard Entertainment still exist as separate entities.[9] The holding company does not publish games under its central name and instead uses its subsidiaries to publish games, similar to how Vivendi Games operated before the merger.[10] The merger makes Activision parent company of Vivendi Games former divisions.
The Committee shall review and approve all compensation programs applicable to executive officers, including, without limitation, base salaries, bonuses, annual and long-term incentive compensation, equity-based compensation, perquisites and retirement benefits. In connection with this evaluation, the Committee may request and receive input from other non-employee Board members either formally or informally. For purposes of this charter, the term "executive officers" shall mean the individuals designated as executive officers pursuant to Section 16(b) of the Exchange Act, and any employee of the Activision Blizzard Group whose annual compensation (excluding equity-based compensation) exceeds (or is proposed to exceed) $2 million per year.
B. Employee Compensation
In consultation with senior management, the Committee shall also establish, review, and evaluate the long-term strategy of employee compensation and the forms of equity, incentive and other compensation paid by the Activision Blizzard Group.
C. Executive Officer
The Committee shall review and approve corporate goals and objectives relevant to the compensation of the Company's Chief Executive Officer (the "CEO"), evaluate the performance of the CEO, in light of those goals and objectives, and determine the compensation level of the CEO based on this evaluation. In determining the long-term incentive component of the CEO's compensation, the Committee will consider, among other factors, the Company's performance and relative stockholder return, the value of similar incentive awards to executives in similar positions at comparable companies and the awards given to the CEO in past years, as well as such other factors as the Committee deems appropriate.
D. Director Compensation
The Committee shall annually review the compensation payable to the Company's directors and shall recommend modifications to the Board.
E. Administer Equity Compensation Plans
The Committee shall exercise all authority of the Board under all of the Activision Blizzard Group's long-term incentive or equity compensation plans, programs and arrangements (the "Plans") and administer the Plans in accordance with their terms. Such authority shall include without limitation: (i) participating in the establishment of grant guidelines and general size of overall grants, (ii) selecting participants in the Plans, (iii) interpreting and making all factual determinations regarding the Plans, (iv) approving awards under the Plans and (v) determining rules, regulations and guidelines relating to the Plans as the Committee may deem necessary or proper.
F. Employment and Severance Arrangements
The Committee shall review and approve all new and amended employment, consulting, retirement, severance, change-in-control, and similar plans, programs, agreements and arrangements applicable to any current or former executive officers.
G. Tax Compliance
The Committee shall oversee the Activision Blizzard Group's policies on structuring compensation programs for executive officers to preserve tax deductibility. To the extent that the Activision Blizzard Group provides for performance-based compensation subject to the requirements of Section 162(m), the Compensation Committee (or, to the extent necessary, a subcommittee thereof comprised of solely of two or more "outside directors" (as defined in Section 162(m)) then serving on the Committee) shall establish and certify the attainment of performance goals as contemplated in, and as required by, Section 162(m).
H. Risk Assessment
The Committee shall annually review the potential risk to the Company from its compensation programs and policies, including any incentive plans, and determine if disclosure regarding potential material compensation-related risk is necessary in the Company's proxy statement for its annual meeting of stockholders..
I. Proxy Disclosure
The Committee shall review and discuss with management the compensation-related disclosure included in the Company's proxy statement and annual report in Form 10-K including without limitation, the "Compensation Discussion and Analysis" (the "CD&A"). Based on such review and discussion, the Committee shall make a recommendation to the Board as to whether the CD&A should be included in the Company's annual report on Form 10-K and, as applicable, the Company's proxy statement. The Committee shall produce an annual report on executive compensation for inclusion in the Company's proxy statement in accordance with applicable laws.
J. Shareholder Approvals
The Committee shall oversee the Company's submissions to shareholders on matters relating to executive compensation, including advisory votes on executive compensation and the frequency of such votes and approval of compensatory plans and any amendments to such plans. In conjunction with the Nominating and Corporate Governance Committee of the Board, the Committee shall determine the appropriate engagement with shareholder groups and proxy advisory firms on matters relating to executive compensation.
K. Delegation
The Committee shall have the power to delegate its authority and duties to subcommittees, individual Committee members, or management, as it deems appropriate in accordance with applicable laws, rules and regulations, provided that no subcommittee shall consist of fewer than two members.
L. Regular Reporting
The Committee shall report to the Board at its next regularly scheduled meeting following the Committee meeting.
V. Committee Evaluations; Charter Review
The Committee shall annually conduct, and review with the Board, an evaluation of its performance. The Committee may conduct this performance evaluation in such manner as the Committee, in its business judgment, deems appropriate.
The Committee shall annually review and assess the adequacy of this Charter.
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