TOTAL SYSTEM SERVICES, INC.
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
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Preliminary Proxy Statement |
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Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Soliciting Material Pursuant to Section 240.14a-12 |
Total System Services, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Philip W.
Tomlinson
Chairman of the Board and
Chief Executive Officer
March 26, 2008
Dear Shareholder:
You are cordially invited to attend our Annual Meeting of
Shareholders at 10:00 a.m. on Wednesday, April 30,
2008, at the TSYS Riverfront Campus Auditorium, 1600 First
Avenue, Columbus, Georgia. Enclosed with this Proxy Statement
are your proxy card and the 2007 Annual Report.
We hope that you will be able to be with us and let us give you
a review of 2007. If you are unable to attend the meeting, you
can listen to it live and view the slide presentation over the
Internet. You can access the meeting by going to our website at
www.tsys.com. Additionally, we will maintain copies of the
slides and audio of the presentation to the 2008 Annual Meeting
on the website for reference after the meeting.
Whether you own a few or many shares of stock and whether or not
you plan to attend in person, it is important that your shares
be voted on matters that come before the meeting. To make sure
your shares are represented, we urge you to vote promptly.
On December 31, 2007, Synovus Financial Corp. completed the
spin-off to its shareholders of the shares of TSYS stock
formerly owned by Synovus. TSYS is now a fully independent
publicly traded company. We are excited about the future and
look forward to your continued support in 2008.
Sincerely yours,
Philip W. Tomlinson
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Total System
Services, Inc.
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Post Office
Box 2506
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Columbus,
Georgia
31902-2506
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TOTAL
SYSTEM SERVICES,
INC.®
NOTICE OF THE 2008 ANNUAL
MEETING OF SHAREHOLDERS
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TIME |
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10:00 a.m.
Wednesday, April 30, 2008 |
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PLACE |
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TSYS Riverfront Campus Auditorium
1600 First Avenue
Columbus, Georgia 31901 |
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ITEMS OF BUSINESS |
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(1) To elect five directors to serve until the 2011
Annual
Meeting of Shareholders.
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(2) To ratify the appointment of KPMG LLP as TSYS
independent auditor for the year 2008.
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(3) To transact such other business as may properly come
before
the meeting and any adjournment thereof.
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WHO MAY VOTE |
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You can vote if you were a shareholder of record on
February 21, 2008. |
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ANNUAL REPORT |
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A copy of the Annual Report is enclosed. |
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PROXY VOTING |
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Your vote is important. Please vote in one of these ways: |
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(1) Use the toll-free telephone number shown on your proxy
card;
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(2) Visit the website listed on your proxy card;
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(3) Mark, sign, date and promptly return the enclosed proxy
card
in the postage-paid envelope provided; or
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(4) Submit a ballot at the Annual Meeting.
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G. Sanders Griffith, III
Secretary
Columbus, Georgia
March 26, 2008
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO
ATTEND THE ANNUAL MEETING, PLEASE VOTE YOUR
SHARES PROMPTLY.
TABLE OF
CONTENTS
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A-1
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PROXY
STATEMENT
VOTING INFORMATION
Purpose
This Proxy Statement and the accompanying proxy card are being
mailed to TSYS shareholders beginning on or about March 26,
2008. The TSYS Board of Directors is soliciting proxies to be
used at the 2008 Annual Meeting of TSYS Shareholders which will
be held on April 30, 2008, at 10:00 a.m., at the TSYS
Riverfront Campus Auditorium, 1600 First Avenue, Columbus,
Georgia. Proxies are solicited to give all shareholders of
record an opportunity to vote on matters to be presented at the
Annual Meeting. In the following pages of this Proxy Statement,
you will find information on matters to be voted upon at the
Annual Meeting of Shareholders or any adjournment of that
meeting.
Who
Can Vote
You are entitled to vote if you were a shareholder of record of
TSYS stock as of the close of business on February 21,
2008, the record date. Your shares can be voted at the meeting
only if you are present or represented by a valid proxy.
Quorum
and Shares Outstanding
A majority of the outstanding shares of TSYS stock must be
present, either in person or represented by proxy, in order to
conduct the Annual Meeting of TSYS Shareholders. On
February 21, 2008, 198,849,665 shares of TSYS stock
were outstanding.
Proxies
The Board has designated two individuals to serve as proxies to
vote the shares represented by proxies at the Annual Meeting of
Shareholders. If you properly execute and submit a proxy card
but do not specify how you want your shares to be voted, your
shares will be voted by the designated proxies: (1) FOR the
election of all of the director nominees; and (2) FOR the
ratification of the appointment of KPMG LLP as TSYS
independent auditor for the year 2008. The designated proxies
will vote in their discretion on any other matter that may
properly come before the Annual Meeting. At this time, we are
unaware of any matters, other than as set forth above, that may
properly come before the Annual Meeting.
Voting
of Shares
Each share of TSYS stock represented at the Annual Meeting is
entitled to one vote on each matter properly brought before the
meeting. All shares entitled to vote and represented in person
or by valid proxies received by phone, Internet or mail will be
voted at the Annual Meeting in accordance with the instructions
indicated on those proxies.
TSYS Dividend Reinvestment and Direct Stock Purchase
Plan: If you participate in this Plan, your proxy
card represents shares held in the Plan, as well as shares you
hold in certificate form registered in the same name.
Required
Votes
Directors are elected by a plurality of the votes cast, which
means the five nominees who receive the largest number of
properly executed votes will be elected as directors. Each share
of TSYS stock is entitled to one vote for each of five director
nominees. Shares that are represented by proxies which are
marked withhold authority for the election of one or
more director nominees will not be counted in determining the
number of votes cast for those persons.
The affirmative vote of a majority of the votes cast is needed
to ratify the appointment of KPMG LLP as TSYS independent
auditor for 2008.
1
Abstentions
and Broker Non-Votes
Under certain circumstances, brokers are prohibited from
exercising discretionary authority for beneficial owners who
have not provided voting instructions to the broker (a
broker non-vote). In these cases, and in cases where
the shareholder abstains from voting on a matter, those shares
will be counted for the purpose of determining if a quorum is
present, but will not be included as votes cast with respect to
those matters. Abstentions and broker non-votes will have no
effect on the outcome of the vote for either of the proposals to
be voted on at the Annual Meeting.
How
You Can Vote
If you hold shares in your own name, you may vote by
proxy or in person at the meeting. To vote by proxy, you may
select one of the following options:
Vote By
Telephone:
You can vote your shares by telephone by calling the toll-free
telephone number (at no cost to you) shown on your proxy card.
Telephone voting is available 24 hours a day, seven days a
week. Easy-to-follow voice prompts allow you to vote your shares
and confirm that your instructions have been properly recorded.
Our telephone voting procedures are designed to authenticate the
shareholder by using individual control numbers. If you vote by
telephone, you do NOT need to return your proxy card.
Vote By
Internet:
You can also choose to vote on the Internet. The website for
Internet voting is shown on your proxy card. Internet voting is
available 24 hours a day, seven days a week. You will be
given the opportunity to confirm that your instructions have
been properly recorded, and you can consent to view future proxy
statements and annual reports on the Internet instead of
receiving them in the mail. If you vote on the Internet, you do
NOT need to return your proxy card.
Vote By
Mail:
If you choose to vote by mail, simply mark your proxy card, date
and sign it, and return it in the postage-paid envelope provided.
If your shares are held in the name of a bank, broker or
other nominee, you will receive instructions from the holder
of record that you must follow for your shares to be voted.
Please follow their instructions carefully. Also, please note
that if the holder of record of your shares is a broker, bank or
other nominee and you wish to vote in person at the Annual
Meeting, you must request a legal proxy from your bank, broker
or other nominee that holds your shares and present that proxy
and proof of identification at the Annual Meeting.
Revocation
of Proxy
If you vote by proxy, you may revoke that proxy at any time
before it is voted at the Annual Meeting. You may do this by
(1) signing another proxy card with a later date and
returning it to us prior to the Annual Meeting, (2) voting
again by telephone or on the Internet prior to the Annual
Meeting, or (3) attending the Annual Meeting in person and
casting a ballot.
If your TSYS shares are held by a bank, broker or other nominee,
you must follow the instructions provided by the bank, broker or
other nominee if you wish to change your vote.
Attending
the Annual Meeting
The Annual Meeting will be held on Wednesday, April 30,
2008 at the TSYS Riverfront Campus Auditorium, 1600 First
Avenue, Columbus, Georgia. Directions to the auditorium can be
obtained from the Investors page of TSYS website at
www.tsys.com.
Important Notice Regarding the Availability of Proxy
Materials for the Shareholder Meeting to be held on
April 30, 2008
The Proxy Statement and Annual Report to security holders are
available on our website at http://annualreport.tsys.com/.
2
CORPORATE
GOVERNANCE AND BOARD MATTERS
Corporate
Governance Philosophy
The business affairs of TSYS are managed under the direction of
the Board of Directors in accordance with the Georgia Business
Corporation Code, as implemented by TSYS Articles of
Incorporation and bylaws. The role of the Board of Directors is
to effectively govern the affairs of TSYS for the benefit of its
shareholders and other constituencies. The Board strives to
ensure the success and continuity of business through the
election and oversight of qualified management. It is also
responsible for ensuring that TSYS activities are
conducted in a responsible and ethical manner. TSYS is committed
to having sound corporate governance principles.
Independence
The listing standards of the New York Stock Exchange
(NYSE) provide that a director does not qualify as
independent unless the Board of Directors affirmatively
determines that the director has no material relationship with
TSYS. The Board has established categorical standards of
independence to assist it in determining director independence
which conform to the independence requirements in the NYSE
listing standards. The categorical standards of independence are
incorporated within our Corporate Governance Guidelines, are
attached to this Proxy Statement as Appendix A and are also
available in the Corporate Governance section of our website at
www.tsys.com/ir/governance.
The Board has determined that a majority of its members are
independent as defined by the listing standards of the NYSE and
meet the categorical standards of independence set by the Board.
TSYS Board has determined that the following directors are
independent: Richard Y. Bradley, Kriss Cloninger III, G. Wayne
Clough, Walter W. Driver, Jr., Sidney E. Harris, Mason H.
Lampton, W. Walter Miller, Jr., H. Lynn Page, John T.
Turner and Rebecca K. Yarbrough. Please see Compensation
Committee Interlocks and Insider Participation on
page 5 and Certain Relationships and Related
Transactions on page 35 which include information
with respect to immaterial relationships between TSYS and its
independent directors. This information was considered by the
Board in determining a directors independence from TSYS
under TSYS categorical standards of independence and NYSE
listing standards.
Attendance
at Meetings
The Board of Directors held five meetings in 2007. All directors
attended at least 75% of Board and committee meetings held
during their tenure during 2007. The average attendance by
directors at the aggregate number of Board and committee
meetings they were scheduled to attend was 92%. Although TSYS
has no formal policy with respect to Board members
attendance at its annual meetings, it is customary for all Board
members to attend as there is a Board meeting immediately
preceding the annual meeting. All of TSYS directors who
were serving at the time attended the 2007 Annual Meeting of
Shareholders.
3
Committees
of the Board
TSYS Board of Directors has four principal standing
committees an Executive Committee, an Audit
Committee, a Corporate Governance and Nominating Committee and a
Compensation Committee. Each committee has a written charter
adopted by the Board of Directors that complies with the listing
standards of the NYSE pertaining to corporate governance. Copies
of the committee charters are available in the Corporate
Governance section of our website at www.tsys.com/ir/governance.
The Board has determined that each member of the Audit,
Corporate Governance and Nominating and Compensation Committees
is an independent director as defined by the listing standards
of the NYSE and our Corporate Governance Guidelines. The
following table shows the membership of the various committees.
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Corporate Governance
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Executive
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Audit
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and Nominating
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Compensation
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James H. Blanchard, Chair
Richard Y. Bradley
G. Wayne Clough
Mason H. Lampton
H. Lynn Page
Philip W. Tomlinson
M. Troy Woods
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H. Lynn Page, Chair
Kriss Cloninger III
Sidney E. Harris
John T. Turner
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Richard Y. Bradley, Chair
W. Walter Miller, Jr.
Rebecca K. Yarbrough
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Mason H. Lampton, Chair
G. Wayne Clough
Walter W. Driver, Jr.
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Executive Committee. TSYS Executive
Committee held four meetings in 2007. During the intervals
between meetings of TSYS Board of Directors, TSYS
Executive Committee possesses and may exercise any and all of
the powers of TSYS Board of Directors in the management
and direction of the business and affairs of TSYS with respect
to which specific direction has not been previously given by
TSYS Board of Directors unless Board action is required by
TSYS governing documents, law or rule.
Audit Committee. TSYS Audit Committee
held nine meetings in 2007. Its Report is on page 17. The
Board has determined that all four members of the Committee are
independent under the rules of the NYSE and the Securities and
Exchange Commission (SEC), financially literate
under the rules of the NYSE and that at least one member, H.
Lynn Page, is an audit committee financial expert as
defined by the rules of the SEC. The primary functions of
TSYS Audit Committee include:
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Monitoring the integrity of TSYS financial statements,
TSYS systems of internal controls and TSYS
compliance with regulatory and legal requirements;
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Monitoring the independence, qualifications and performance of
TSYS independent auditor and internal auditing
activities; and
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Providing an avenue of communication among the independent
auditor, management, internal audit and the Board of Directors.
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Corporate Governance and Nominating
Committee. TSYS Corporate Governance and
Nominating Committee held five meetings in 2007. The primary
functions of TSYS Corporate Governance and Nominating
Committee include:
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Identifying qualified individuals to become Board members;
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Recommending to the Board the director nominees for each annual
meeting of shareholders and director nominees to be elected by
the Board to fill interim director vacancies;
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Overseeing the annual review and evaluation of the performance
of the Board and its committees; and
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Developing and recommending to the Board corporate governance
guidelines.
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Compensation Committee. TSYS
Compensation Committee held four meetings in 2007. Its Report is
on page 27. The primary functions of TSYS
Compensation Committee include:
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Designing and overseeing TSYS executive compensation
program;
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Designing and overseeing all compensation and benefit programs
in which employees and officers of TSYS are eligible to
participate; and
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Performing an annual evaluation of the Chief Executive Officer.
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The Compensation Committees charter reflects these
responsibilities, and allows the Committee to delegate any
matters within its authority to individuals or subcommittees it
deems appropriate. In addition, the Committee has the authority
under its charter to retain outside advisors to assist the
Committee in the performance of its duties. In January 2007, the
Committee retained the services of Hewitt Associates for 2007 to:
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Provide ongoing recommendations regarding executive compensation
consistent with TSYS business needs, pay philosophy,
market trends and latest legal and regulatory considerations;
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Provide market data for base salary, short-term incentive and
long-term incentive decisions; and
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Advise the Committee as to best practices.
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Hewitt was engaged directly by the Committee, although the
Committee also directed that Hewitt continue to work with TSYS
management. TSYS Executive Vice President of
Administrative Services and his staff develop executive
compensation recommendations for the Committees
consideration in conjunction with TSYS Chief Executive
Officer and with the advice of Hewitt Associates. In addition,
during 2007 the Director of Human Resources of Synovus Financial
Corp. (Synovus) provided advice with respect to
equity awards of Synovus made to TSYS executives (such awards
were granted by the Synovus Compensation Committee based upon
the recommendation of the TSYS Compensation Committee).
TSYS Executive Vice President of Administrative Services
works with the Chairman of the Committee to establish the agenda
for Committee meetings. TSYS management also prepares background
information for each Committee meeting. During 2007, TSYS
Executive Vice President of Administrative Services and
Synovus Director of Human Resources attended all Committee
meetings, while TSYS Chief Executive Officer attended some
Committee meetings, such as the Committee meeting in which his
performance was reviewed with the Committee and other meetings
upon the request of the Committee. TSYS Chief Executive
Officer and Executive Vice President of Administrative Services
and Synovus Director of Human Resources do not have
authority to vote on Committee matters. An executive
compensation consultant with Hewitt Associates also attends some
Committee meetings upon the request of the Committee.
On December 31, 2007, Synovus completed the spin-off to its
shareholders of the shares of TSYS stock formerly owned by
Synovus (Spin-Off). As a result of the Spin-Off,
representatives of Synovus will not participate in compensation
matters at TSYS subsequent to 2007. Please see
Spin-Off on page 38 for more information about
the Spin-Off.
Compensation Committee Interlocks and Insider
Participation. Messrs. Lampton, Clough and
Driver served on the Compensation Committee during 2007. None of
these individuals is or has been an officer or employee of TSYS.
During 2007, the Special Committee of TSYS which was formed in
connection with the Spin-Off engaged Goldman, Sachs &
Co. to act as financial advisor in connection with the Spin-Off
and the related special cash dividend which was paid by TSYS to
all TSYS shareholders, including Synovus. TSYS paid Goldman,
Sachs & Co. $5,000,000 in connection with the
engagement, $3,500,000 of which was paid or accrued for in 2007
and $1,500,000 of which was agreed to be paid and was paid in
2008. The payments are comparable to payments between similarly
situated unrelated third parties for similar services. Walter W.
Driver, Jr., a director of TSYS, is Chairman-Southeast of
Goldman, Sachs & Co. The payments by TSYS to Goldman,
Sachs represent less than .006% of Goldman, Sachs
2007 gross revenues.
Consideration
of Director Candidates
Shareholder Candidates. The Corporate
Governance and Nominating Committee will consider candidates for
nomination as a director submitted by shareholders. Although the
Committee does not have a separate policy that addresses the
consideration of director candidates recommended by
shareholders, the Board does not believe that such a separate
policy is necessary as TSYS bylaws permit shareholders to
nominate candidates and as one of the duties set forth in the
Corporate Governance and Nominating Committee charter is to
review and consider director candidates submitted by
shareholders. The Committee will evaluate individuals
recommended by shareholders for nomination as directors
according
5
to the criteria discussed below and in accordance with
TSYS bylaws and the procedures described under
Shareholder Proposals and Nominations on
page 40.
Director Qualifications. TSYS Corporate
Governance Guidelines contain Board membership criteria
considered by the Corporate Governance and Nominating Committee
in recommending nominees for a position on TSYS Board. The
Committee believes that, at a minimum, a director candidate must
possess personal and professional integrity, sound judgment and
forthrightness. A director candidate must also have sufficient
time and energy to devote to the affairs of TSYS, be free from
conflicts of interest with TSYS, not have reached the retirement
age for TSYS directors and be willing to make, and financially
capable of making, the required investment in TSYS stock
pursuant to TSYS Director Stock Ownership Guidelines. The
Committee also considers the following criteria when reviewing a
director candidate:
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The extent of the directors/potential directors
business acumen and experience;
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Whether the director/potential director assists in achieving a
mix of Board members that represents a diversity of background
and experience, including with respect to age, gender, race,
place of residence and specialized experience;
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Whether the director/potential director meets the independence
requirements of the listing standards of the NYSE;
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Whether the director/potential director would be considered a
financial expert or financially literate
as defined in the listing standards of the NYSE;
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Whether the director/potential director, by virtue of particular
technical expertise, experience or specialized skill relevant to
TSYS current or future business, will add specific value
as a Board member; and
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Whether the director/potential director possesses a willingness
to challenge and stimulate management and the ability to work as
part of a team in an environment of trust.
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Identifying
and Evaluating Nominees
The Corporate Governance and Nominating Committee has two
primary methods for identifying director candidates (other than
those proposed by TSYS shareholders, as discussed above).
First, on a periodic basis, the Committee solicits ideas for
possible candidates from a number of sources including members
of the Board, TSYS executives and individuals personally known
to the members of the Board. Second, the Committee is authorized
to use its authority under its charter to retain at TSYS
expense one or more search firms to identify candidates (and to
approve such firms fees and other retention terms).
The Committee will consider all director candidates identified
through the processes described above, and will evaluate each of
them, including incumbents, based on the same criteria. The
director candidates are evaluated at regular or special meetings
of the Committee and may be considered at any point during the
year. If based on the Committees initial evaluation a
director candidate continues to be of interest to the Committee,
the Chair of the Committee will interview the candidate and
communicate his evaluation to the other Committee members and
executive management. Additional interviews are conducted, if
necessary, and ultimately the Committee will meet to finalize
its list of recommended candidates for the Boards
consideration.
Meetings
of Non-Management and Independent Directors
The non-management directors of TSYS meet separately at least
four times a year after each regularly scheduled meeting of the
Board of Directors. TSYS independent directors meet at
least once a year. G. Wayne Clough, TSYS Lead
Director, presides at the meetings of non-management and
independent directors.
Communicating
with the Board
TSYS Board provides a process for shareholders and other
interested parties to communicate with one or more members of
the Board, including the Lead Director, or the non-management or
independent directors as a group. Shareholders and other
interested parties may communicate with the Board by writing the
Board of Directors, Total System Services, Inc.,
c/o General
Counsels Office, 1600 First Avenue, Columbus, Georgia
31901 or by calling (888)467-2881. These procedures are also
available in the
6
Corporate Governance section of our website at
www.tsys.com/ir/governance. TSYS process for handling
shareholder and other communications to the Board has been
approved by TSYS independent directors.
Additional
Information about Corporate Governance
TSYS has adopted Corporate Governance Guidelines which are
regularly reviewed by the Corporate Governance and Nominating
Committee. We have also adopted a Code of Business Conduct and
Ethics which is applicable to all directors, officers and
employees. In addition, we maintain procedures for the
confidential, anonymous submission of any complaints or concerns
about TSYS, including complaints regarding accounting, internal
accounting controls or auditing matters. Shareholders may access
TSYS Corporate Governance Guidelines, Code of Business
Conduct and Ethics, each committees current charter,
procedures for shareholders and other interested parties to
communicate with the Lead Director or with the non-management or
independent directors individually or as a group and procedures
for reporting complaints and concerns about TSYS, including
complaints concerning accounting, internal accounting controls
and auditing matters in the Corporate Governance section of our
website at www.tsys.com/ir/governance. Copies of these documents
are also available in print upon written request to the
Corporate Secretary, Total System Services, Inc., 1600 First
Avenue, Columbus, Georgia 31901.
7
DIRECTOR
COMPENSATION
DIRECTOR
COMPENSATION TABLE
The following table summarizes the compensation paid by TSYS to
directors for the year ended December 31, 2007.
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|
|
|
|
|
Fees Earned or
|
|
|
|
|
|
All Other
|
|
|
|
|
|
|
Paid in Cash
|
|
|
Stock Awards
|
|
|
Compensation
|
|
|
Total
|
|
Name
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
Richard E. Anthony
|
|
$
|
40,000
|
|
|
|
|
(1)
|
|
$
|
10,000
|
(2)
|
|
$
|
50,000
|
|
James H. Blanchard
|
|
|
50,000
|
|
|
$
|
4,777
|
(1)
|
|
|
|
|
|
|
54,777
|
|
Richard Y. Bradley
|
|
|
65,000
|
|
|
|
12,086
|
(1)
|
|
|
|
|
|
|
77,086
|
|
Kriss Cloninger III
|
|
|
70,000
|
|
|
|
12,086
|
(1)
|
|
|
10,000
|
(2)
|
|
|
92,086
|
|
G. Wayne Clough
|
|
|
77,000
|
|
|
|
12,086
|
(1)
|
|
|
10,000
|
(2)
|
|
|
99,086
|
|
Walter W. Driver, Jr.
|
|
|
50,000
|
|
|
|
12,086
|
(1)
|
|
|
6,000
|
(2)
|
|
|
68,086
|
|
Gardiner W. Garrard, Jr.
|
|
|
50,000
|
(3)
|
|
|
12,086
|
(1)
|
|
|
10,000
|
(2)
|
|
|
72,086
|
|
Sidney E. Harris
|
|
|
67,000
|
|
|
|
12,086
|
(1)
|
|
|
|
|
|
|
79,086
|
|
Alfred W. Jones III
|
|
|
40,000
|
|
|
|
12,086
|
(1)
|
|
|
10,000
|
(2)
|
|
|
62,086
|
|
Mason H. Lampton
|
|
|
70,000
|
|
|
|
12,086
|
(1)
|
|
|
|
|
|
|
82,086
|
|
W. Walter Miller, Jr.
|
|
|
47,500
|
|
|
|
12,086
|
(1)
|
|
|
|
|
|
|
59,586
|
|
H. Lynn Page
|
|
|
80,000
|
|
|
|
12,086
|
(1)
|
|
|
|
|
|
|
92,086
|
|
John T. Turner
|
|
|
55,000
|
|
|
|
12,086
|
(1)
|
|
|
|
|
|
|
67,086
|
|
Richard W. Ussery
|
|
|
40,000
|
|
|
|
8,099
|
(1)
|
|
|
87,402
|
(2)(4)
|
|
|
135,501
|
|
James D. Yancey
|
|
|
50,000
|
(3)
|
|
|
12,086
|
(1)
|
|
|
10,000
|
(2)
|
|
|
72,086
|
|
Rebecca K. Yarbrough
|
|
|
59,500
|
|
|
|
12,086
|
(1)
|
|
|
|
|
|
|
71,586
|
|
|
|
|
**
|
|
Compensation for
Messrs. Tomlinson and Woods for service on the TSYS Board
is described under the Summary Compensation Table found on
page 28.
|
|
(1)
|
|
The grant date fair value of the
500 shares of restricted TSYS stock awarded to each
director, other than Mr. Anthony, in 2007 was $15,635. The
amount in this column reflects the dollar amount recognized for
financial statement reporting purposes for the year ended
December 31, 2007 in accordance with SFAS 123(R) and
includes amounts for awards granted in 2007 and prior to 2007.
For a discussion of the restricted stock awards reported in this
column, see Note 14 of Notes to Consolidated Financial
Statements in TSYS Annual Report for the year ended
December 31, 2007. At December 31, 2007,
Mr. Anthony held no shares of restricted TSYS stock,
Mr. Blanchard held 500 shares of restricted TSYS
stock, none of which are vested, Mr. Ussery held
1,000 shares of restricted TSYS stock, none of which are
vested, and the other directors each held 1,500 shares of
restricted TSYS stock, none of which are vested. Dividends are
paid on the shares of restricted stock.
|
|
(2)
|
|
Includes $10,000 in contributions
made by TSYS under TSYS Director Stock Purchase Plan for
Messrs. Anthony, Cloninger, Clough, Garrard, Jones, Ussery
and Yancey and $6,000 for Mr. Driver. As described more
fully below, qualifying directors can elect to contribute up to
$5,000 per calendar quarter to make purchases of TSYS stock, and
TSYS contributes an additional amount equal to 50% of the
directors cash contributions under the plan.
|
|
(3)
|
|
Messrs. Garrard and Yancey
each received $10,000 as non-voting advisory members of the
Executive Committee.
|
|
(4)
|
|
Includes perquisite of $67,200 for
providing Mr. Ussery with administrative assistance and
incremental costs incurred by TSYS in connection with providing
Mr. Ussery with office space and security alarm monitoring.
In computing the incremental cost to TSYS of
Mr. Usserys administrative assistance, TSYS
aggregated the cost to TSYS of providing salary and benefits to
Mr. Usserys assistant. Amounts for office space and
security alarm monitoring are not quantified because they do not
exceed the greater of $25,000 or 10% of the total amount of
perquisites. The provision of office space and administrative
assistance to Mr. Ussery ended in December 2007.
|
Director
Compensation Program
The Corporate Governance and Nominating Committee of TSYS is
responsible for the oversight and administration of the TSYS
director compensation program. The Committees charter
reflects these responsibilities and does not allow the Committee
to delegate its authority to any person other than the
8
members of the Corporate Governance and Nominating Committee.
Under its charter, the Committee has authority to retain outside
advisors to assist the Committee in performance of its duties.
In November 2006, the Corporate Governance and Nominating
Committee retained Mercer Human Resource Consulting to review
the competitiveness of the TSYS director compensation program.
Mercer was directed to evaluate existing peer groups of
companies against which to benchmark director compensation at
TSYS, to revise if necessary and review and compare director pay
practices at TSYS to industry peer companies and to those of
general industry companies, analyzing cash compensation,
long-term incentive compensation and total compensation. The
Committee, with the assistance of Mercer, studied compensation
at a peer group of 18 companies generally categorized as
business service providers and at 350 large industrial,
financial and service organizations. The Committee also asked
Mercer to overview recent director pay trends, including shifts
in pay mix, equity compensation trends and changes related to
increased responsibilities and liability. Mercers
recommendations for director compensation were then presented to
the Committee. In January 2007, Mercer recommended certain
changes to the director compensation program at TSYS; the
Committee discussed and considered these recommendations and
recommended to the Board that it approve the current
compensation structure, except with respect to compensating
employee directors as described in the following paragraph. The
decisions made by the Committee are the responsibility of the
Committee and may reflect factors and considerations other than
the information and recommendations provided by Mercer. The
Committee has decided to review and evaluate director
compensation every two years.
Cash Compensation of Directors. As reflected
in the Fees Earned or Paid in Cash column of the
Director Compensation Table above, for the fiscal year ended
December 31, 2007, directors of TSYS received an annual
cash retainer of $40,000, with Compensation Committee and
Executive Committee members receiving an additional cash
retainer of $10,000, Corporate Governance and Nominating
Committee members receiving an additional cash retainer of
$7,500 and Audit Committee members receiving an additional cash
retainer of $15,000. In addition, the Chairperson of the
Corporate Governance and Nominating Committee received a $7,500
cash retainer, the Chairperson of the Compensation Committee
received a $10,000 cash retainer, the Chairperson of the Audit
Committee received a $15,000 cash retainer and the Lead Director
received a $5,000 cash retainer. For 2008, the Committee
determined to discontinue the practice of paying cash
compensation to directors who are employees of TSYS.
By paying directors an annual retainer, TSYS compensates each
director for his or her role and judgment as an advisor to TSYS,
rather than for his or her attendance or effort at individual
meetings. In so doing, directors with added responsibility are
recognized with higher cash compensation. For example, members
of the Audit Committee receive a higher cash retainer based upon
the enhanced duties, time commitment and responsibilities of
service on that committee. The Corporate Governance and
Nominating Committee believes that this additional cash
compensation is appropriate. In addition, directors may from
time to time receive compensation for serving on special
committees of the TSYS Board.
Directors may elect to defer all or a portion of their cash
compensation under the TSYS Directors Deferred
Compensation Plan. The Directors Deferred Compensation
Plan does not provide directors with an above market
rate of return. Instead, the deferred amounts are deposited into
one or more investment funds at the election of the director. In
so doing, the plan is designed to allow directors to defer the
income taxation of a portion of their compensation and to
receive an investment return on those deferred amounts. All
deferred fees are payable only in cash. Each of
Messrs. Harris, Turner and Woods deferred all or a portion
of their cash compensation under this plan during 2007.
Equity Compensation of Directors. During 2007,
non-management directors also received an annual award of
500 shares of restricted TSYS stock in the form of a grant
from the TSYS 2002 Long-Term Incentive Plan, 100% of which vests
after three years. The Board granted these restricted stock
awards to directors on February 1, 2007. These restricted
stock awards are designed to create equity ownership and to
focus directors on the long-term performance of TSYS.
TSYS Director Stock Purchase Plan is a non-qualified,
contributory stock purchase plan pursuant to which qualifying
TSYS directors can purchase, with the assistance of
contributions from TSYS, presently issued and outstanding shares
of TSYS stock. Under the terms of the Director Stock Purchase
Plan, qualifying directors can elect to contribute up to $5,000
per calendar quarter to make purchases of TSYS stock, and TSYS
contributes an additional amount equal to 50% of the
directors cash contributions.
9
Participants in the Director Stock Purchase Plan are fully
vested in, and may request the issuance to them of, all shares
of TSYS stock purchased for their benefit under the Plan.
TSYS contributions under this Plan are included in the
All Other Compensation column of the Director
Compensation Table above. TSYS contributions under the
Director Stock Purchase Plan further provide directors the
opportunity to buy and maintain an equity interest in TSYS and
to share in the capital appreciation of TSYS.
The restricted stock awards to directors and TSYS
contributions under the Director Stock Purchase Plan also assist
and facilitate directors fulfillment of their stock
ownership requirements. TSYS Corporate Governance
Guidelines require all directors to accumulate over time shares
of TSYS stock equal in value to at least three times the value
of their annual retainer. Directors have five years to attain
this level of total stock ownership but must attain a share
ownership threshold of one times the amount of the
directors annual retainer within three years. These stock
ownership guidelines are designed to align the interests of
TSYS directors to that of TSYS shareholders and the
long-term performance of TSYS.
10
PROPOSALS TO
BE VOTED ON
PROPOSAL 1:
ELECTION OF DIRECTORS
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
FOR ALL NOMINEES.
General
Information
At the date of this Proxy Statement, the Board of Directors of
TSYS consists of 18 members. Our directors determine the size of
the Board and for purposes of the Annual Meeting, the number is
fixed at 18. The Board is divided into three classes whose terms
are staggered so that the term of one class expires at each
Annual Meeting of Shareholders. The terms of office of the
Class I directors expire at the 2008 Annual Meeting, the
terms of office of the Class II directors expire at the
2009 Annual Meeting and the terms of office of the
Class III directors expire at the 2010 Annual Meeting.
Nominees
The following nominees have been selected by the Corporate
Governance and Nominating Committee and approved by the Board
for submission to the shareholders: Kriss Cloninger III, G.
Wayne Clough, H. Lynn Page, Philip W. Tomlinson and Richard W.
Ussery, each to serve a three year term expiring at the 2011
Annual Meeting.
The Board believes that each director nominee will be able to
stand for election. If any nominee becomes unable to stand for
election, proxies in favor of that nominee will be voted in
favor of any substitute nominee named by the Board upon the
recommendation of the Corporate Governance and Nominating
Committee. If you do not wish your shares voted for one or more
of the nominees, you may so indicate on the proxy.
Members
of the Board of Directors
Following is the principal occupation, age and certain other
information for each director nominee and other directors
serving unexpired terms. Unless otherwise noted, each director
has occupied his or her principal occupation for at least five
years.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
|
|
|
|
TSYS
|
|
First
|
|
|
|
|
|
|
Director
|
|
Elected
|
|
Principal Occupation and Other
|
Name
|
|
Age
|
|
Classification
|
|
Director
|
|
Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard E. Anthony(1)
|
|
|
61
|
|
|
III
|
|
|
2006
|
|
|
Chairman of the Board and Chief Executive Officer, Synovus
Financial Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James H. Blanchard(2)
|
|
|
66
|
|
|
II
|
|
|
1982
|
|
|
Chairman of the Board and Chief Executive Officer, Retired,
Synovus Financial Corp.; Director, Synovus Financial Corp. and
AT&T Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard Y. Bradley
|
|
|
69
|
|
|
II
|
|
|
1991
|
|
|
Partner, Bradley & Hatcher (Law Firm); Director, Synovus
Financial Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kriss Cloninger III
|
|
|
60
|
|
|
I
|
|
|
2004
|
|
|
President and Chief Financial Officer, Aflac Incorporated
(Insurance Holding Company); Director, Aflac Incorporated and
Tupperware Brands Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
G. Wayne Clough(3)
|
|
|
66
|
|
|
I
|
|
|
2000
|
|
|
President, Georgia Institute of Technology
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
|
|
|
|
TSYS
|
|
First
|
|
|
|
|
|
|
Director
|
|
Elected
|
|
Principal Occupation and Other
|
Name
|
|
Age
|
|
Classification
|
|
Director
|
|
Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Walter W. Driver, Jr.(4)
|
|
|
62
|
|
|
II
|
|
|
2002
|
|
|
Chairman-Southeast, Goldman, Sachs & Co. (Investment
Banking and Securities); Director, Equifax Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gardiner W. Garrard, Jr.
|
|
|
67
|
|
|
II
|
|
|
1982
|
|
|
President, The Jordan Company (Real Estate Development and
Private Equity Investments); Director, Synovus Financial Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sidney E. Harris(5)
|
|
|
58
|
|
|
III
|
|
|
1999
|
|
|
Professor, Georgia State University; Director, STI Classic Funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alfred W. Jones III
|
|
|
50
|
|
|
III
|
|
|
2001
|
|
|
Chairman of the Board and Chief Executive Officer, Sea Island
Company (Real Estate Development and Management); Director,
Synovus Financial Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mason H. Lampton(6)
|
|
|
60
|
|
|
III
|
|
|
1986
|
|
|
Chairman of the Board, Standard Concrete Products (Construction
Materials Company); Director, Synovus Financial Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W. Walter Miller, Jr.(7)
|
|
|
59
|
|
|
II
|
|
|
1993
|
|
|
Group Executive, Retired, Total System Services, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
H. Lynn Page(7)
|
|
|
67
|
|
|
I
|
|
|
1982
|
|
|
Vice Chairman of the Board, Retired, Synovus Financial Corp.;
Director, Synovus Financial Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philip W. Tomlinson(8)
|
|
|
61
|
|
|
I
|
|
|
1982
|
|
|
Chairman of the Board and Chief Executive Officer, Total System
Services, Inc.; Director, Synovus Financial Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John T. Turner(7)
|
|
|
51
|
|
|
III
|
|
|
2003
|
|
|
Private Investor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard W. Ussery(9)
|
|
|
60
|
|
|
I
|
|
|
1982
|
|
|
Chairman of the Board and Chief Executive Officer, Retired,
Total System Services, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
M. Troy Woods(10)
|
|
|
56
|
|
|
III
|
|
|
2003
|
|
|
President and Chief Operating Officer, Total System Services,
Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James D. Yancey(11)
|
|
|
66
|
|
|
III
|
|
|
1982
|
|
|
Chairman of the Board, Columbus Bank and Trust Company; Chairman
of the Board, Retired, and Director, Synovus Financial Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rebecca K. Yarbrough
|
|
|
70
|
|
|
III
|
|
|
1999
|
|
|
Private Investor
|
|
|
|
(1)
|
|
Richard E. Anthony was elected
Chairman of the Board and Chief Executive Officer of Synovus in
October 2006. From 1995 until 2006, Mr. Anthony served in
various capacities with Synovus, including Chief Executive
Officer and President and Chief Operating Officer.
|
|
(2)
|
|
James H. Blanchard was elected
Chairman of the Board of Synovus in July 2005 and retired from
that position in October 2006. Prior to 2005, Mr. Blanchard
served as Chief Executive Officer of Synovus. Mr. Blanchard
was elected Chairman of the Executive Committee of TSYS in
February 1992. Although Mr. Blanchard continues to serve in
this capacity, he retired as an executive officer of TSYS in
conjunction with his retirement as an executive officer of
Synovus in October 2006.
|
12
|
|
|
(3)
|
|
G. Wayne Clough serves as Lead
Director of the TSYS Board.
|
|
(4)
|
|
Walter W. Driver, Jr. has served as
Chairman-Southeast of Goldman, Sachs & Co. since
January 2006. Prior to 2006, Mr. Driver served as Chairman
of the law firm King & Spalding LLP.
|
|
(5)
|
|
Sidney E. Harris has served as a
professor at Georgia State University since July 1997. From 1997
until 2004, Mr. Harris served as Dean of the J. Mack
Robinson College of Business at Georgia State University.
|
|
(6)
|
|
Mason H. Lampton was elected
Chairman of the Board of Standard Concrete Products in June
2004. Prior to 2004, Mr. Lampton served as President and
Chief Executive Officer of Standard Concrete Products.
|
|
(7)
|
|
W. Walter Miller, Jr. and H. Lynn
Page are first cousins and Mr. Millers spouse and
John T. Turner are first cousins.
|
|
(8)
|
|
Philip W. Tomlinson was elected
Chairman of the Board and Chief Executive Officer of TSYS in
January 2006. From 1982 until 2006, Mr. Tomlinson served in
various capacities with TSYS, including Chief Executive Officer.
|
|
(9)
|
|
Richard W. Ussery retired as an
executive employee of TSYS in June 2005 and served as a
non-executive Chairman of the Board until January 2006.
Mr. Ussery was elected Chairman of the Board in February
1992. Prior to 2005, Mr. Ussery was Chief Executive Officer
of TSYS.
|
|
(10)
|
|
M. Troy Woods was elected President
and Chief Operating Officer of TSYS in December 2003. From 1987
until 2003, Mr. Woods served in various capacities with
TSYS, including Executive Vice President.
|
|
(11)
|
|
James D. Yancey retired as an
executive employee of Synovus in December 2004 and served as a
non-executive Chairman of the Board until July 2005.
Mr. Yancey was elected as an executive officer Chairman of
the Board of Synovus in October 2003. Prior to 2003,
Mr. Yancey served in various capacities with Synovus and/or
its subsidiary, Columbus Bank and Trust Company, including
Vice Chairman of the Board and President of both Synovus and
Columbus Bank and Trust Company.
|
13
PROPOSAL 2:
RATIFICATION OF
APPOINTMENT OF THE INDEPENDENT AUDITOR
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
FOR THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP
AS THE INDEPENDENT AUDITOR.
The Audit Committee has appointed the firm of KPMG LLP as the
independent auditor to audit the consolidated financial
statements of TSYS and its subsidiaries for the fiscal year
ending December 31, 2008 and TSYS internal control
over financial reporting as of December 31, 2008.
Representatives of KPMG will be present at the Annual Meeting
with the opportunity to make a statement if they desire to do so
and will be available to respond to appropriate questions from
shareholders present at the meeting. Although shareholder
ratification of the appointment of TSYS independent
auditor is not required by our bylaws or otherwise, we are
submitting the selection of KPMG to our shareholders for
ratification to permit shareholders to participate in this
important corporate decision. If not ratified, the Audit
Committee will reconsider the selection, although the Audit
Committee will not be required to select a different independent
auditor for TSYS.
EXECUTIVE
OFFICERS
The following table sets forth the name, age and position with
TSYS of each executive officer of TSYS.
|
|
|
|
|
|
|
|
Name
|
|
Age
|
|
|
Position with TSYS
|
|
Philip W. Tomlinson(1)
|
|
|
61
|
|
|
Chairman of the Board and Chief Executive Officer
|
M. Troy Woods(1)
|
|
|
56
|
|
|
President and Chief Operating Officer
|
James B. Lipham(2)
|
|
|
59
|
|
|
Senior Executive Vice President and Chief Financial Officer
|
William A. Pruett(3)
|
|
|
54
|
|
|
Senior Executive Vice President and Chief Client Officer
|
Kenneth L. Tye(4)
|
|
|
55
|
|
|
Senior Executive Vice President and Chief Information Officer
|
G. Sanders Griffith, III(5)
|
|
|
54
|
|
|
Senior Executive Vice President, General Counsel and Secretary
|
|
|
|
(1)
|
|
As Messrs. Tomlinson and Woods
are directors of TSYS, relevant information pertaining to their
positions with TSYS is set forth under the caption Members
of the Board of Directors on page 11.
|
|
(2)
|
|
James B. Lipham was elected as
Senior Executive Vice President and Chief Financial Officer of
TSYS in April 2004. From 1995 until 2004, Mr. Lipham served
as Executive Vice President and Chief Financial Officer of TSYS.
From 1987 until 1995, Mr. Lipham served in various
financial capacities with TSYS, including Senior Vice President
and Treasurer.
|
|
(3)
|
|
William A. Pruett was elected as
Senior Executive Vice President and Chief Client Officer of TSYS
in April 2004. From 1993 until 2004, Mr. Pruett served as
Executive Vice President of TSYS. From 1982 until 1993,
Mr. Pruett served in various capacities with TSYS,
including Senior Vice President.
|
|
(4)
|
|
Kenneth L. Tye was elected as
Senior Executive Vice President and Chief Information Officer of
TSYS in April 2004. From 1999 until 2004, Mr. Tye served as
Executive Vice President and Chief Information Officer of TSYS.
From 1982 until 1999, Mr. Tye served in various capacities
with TSYS, including Senior Vice President.
|
|
(5)
|
|
G. Sanders Griffith, III was
elected as Senior Executive Vice President of TSYS in January
2008, Secretary of TSYS in 1995 and General Counsel of TSYS in
1988. From 1988 until 2008, Mr. Griffith served in various
capacities with Synovus, including Senior Executive Vice
President, General Counsel and Secretary.
|
14
STOCK
OWNERSHIP OF DIRECTORS
AND EXECUTIVE
OFFICERS
The following table sets forth ownership of shares of TSYS stock
by each director, each executive officer named in the Summary
Compensation Table and all directors and executive officers as a
group as of December 31, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares of TSYS
|
|
Shares of TSYS
|
|
Shares of TSYS
|
|
|
|
|
|
|
Stock
|
|
Stock
|
|
Stock
|
|
|
|
Percentage of
|
|
|
Beneficially
|
|
Beneficially
|
|
Beneficially
|
|
Total
|
|
Outstanding
|
|
|
Owned with
|
|
Owned with
|
|
Owned with
|
|
Shares of
|
|
Shares of
|
|
|
Sole Voting
|
|
Shared Voting
|
|
Sole Voting and
|
|
TSYS Stock
|
|
TSYS Stock
|
|
|
and Investment
|
|
and Investment
|
|
No Investment
|
|
Beneficially
|
|
Beneficially
|
|
|
Power as of
|
|
Power as of
|
|
Power as of
|
|
Owned as of
|
|
Owned as of
|
Name
|
|
12/31/07
|
|
12/31/07
|
|
12/31/07
|
|
12/31/07(1)
|
|
12/31/07
|
|
Richard E. Anthony
|
|
|
313,936
|
|
|
|
34,082
|
|
|
|
35,107
|
|
|
|
383,125
|
|
|
|
*
|
|
James H. Blanchard
|
|
|
1,444,302
|
|
|
|
442,360
|
|
|
|
24,699
|
|
|
|
1,911,361
|
|
|
|
1
|
|
Richard Y. Bradley
|
|
|
40,080
|
|
|
|
91,633
|
|
|
|
2,226
|
|
|
|
133,939
|
|
|
|
*
|
|
Kriss Cloninger III
|
|
|
3,452
|
|
|
|
|
|
|
|
1,500
|
|
|
|
4,952
|
|
|
|
*
|
|
G. Wayne Clough
|
|
|
5,533
|
|
|
|
|
|
|
|
1,500
|
|
|
|
7,033
|
|
|
|
*
|
|
Walter W. Driver, Jr.
|
|
|
4,789
|
|
|
|
|
|
|
|
1,500
|
|
|
|
6,289
|
|
|
|
*
|
|
Gardiner W. Garrard, Jr.
|
|
|
99,763
|
|
|
|
352,692
|
|
|
|
2,226
|
|
|
|
454,681
|
|
|
|
*
|
|
Sidney E. Harris
|
|
|
6,493
|
|
|
|
|
|
|
|
1,500
|
|
|
|
7,993
|
|
|
|
*
|
|
Alfred W. Jones III
|
|
|
15,121
|
|
|
|
|
|
|
|
2,226
|
|
|
|
17,347
|
|
|
|
*
|
|
Mason H. Lampton
|
|
|
118,906
|
|
|
|
117,227
|
(2)
|
|
|
2,226
|
|
|
|
238,359
|
|
|
|
*
|
|
James B. Lipham
|
|
|
92,187
|
|
|
|
600
|
|
|
|
19,815
|
|
|
|
210,835
|
|
|
|
*
|
|
W. Walter Miller, Jr.
|
|
|
96,809
|
|
|
|
327,592
|
|
|
|
1,500
|
|
|
|
435,026
|
|
|
|
*
|
|
H. Lynn Page
|
|
|
612,428
|
|
|
|
124,608
|
|
|
|
2,226
|
|
|
|
739,262
|
|
|
|
*
|
|
William A. Pruett
|
|
|
168,537
|
|
|
|
|
|
|
|
23,199
|
|
|
|
329,599
|
|
|
|
*
|
|
Philip W. Tomlinson
|
|
|
603,782
|
|
|
|
39,864
|
|
|
|
84,400
|
|
|
|
1,077,512
|
|
|
|
1
|
|
John T. Turner
|
|
|
27,145
|
|
|
|
1,810,010
|
|
|
|
1,500
|
|
|
|
1,838,655
|
|
|
|
1
|
|
Kenneth L. Tye
|
|
|
75,273
|
|
|
|
850
|
|
|
|
21,403
|
|
|
|
207,382
|
|
|
|
*
|
|
Richard W. Ussery
|
|
|
560,617
|
|
|
|
66,000
|
|
|
|
1,000
|
|
|
|
964,373
|
|
|
|
*
|
|
M. Troy Woods
|
|
|
75,209
|
|
|
|
3,002
|
|
|
|
67,672
|
|
|
|
308,992
|
|
|
|
*
|
|
James D. Yancey
|
|
|
1,035,600
|
|
|
|
85,087
|
|
|
|
2,226
|
|
|
|
1,122,913
|
|
|
|
1
|
|
Rebecca K. Yarbrough
|
|
|
251,109
|
|
|
|
341,639
|
(3)
|
|
|
1,500
|
|
|
|
594,248
|
|
|
|
*
|
|
Directors and Executive Officers as a Group (22 persons)
|
|
|
5,759,952
|
|
|
|
3,838,957
|
|
|
|
359,882
|
|
|
|
11,163,199
|
|
|
|
5.6
|
|
|
|
|
*
|
|
Less than one percent of the
outstanding shares of TSYS stock.
|
|
(1)
|
|
The totals shown in the table above
for each of the directors and executive officers of TSYS listed
above include shares acquired as a result of the Spin-Off, and
also include, as of December 31, 2007, for each of the
directors and executive officers of TSYS listed below the
following shares: (a) under the heading Stock
Options the number of shares of TSYS stock that each
individual had the right to acquire within 60 days through
the exercise of stock options, including stock options that were
converted from options to purchase Synovus shares into options
to purchase TSYS shares as a result of the Spin-Off, and
(b) under the heading Pledged Shares the number
of shares of TSYS stock that were pledged, including shares held
in a margin account.
|
15
|
|
|
|
|
|
|
|
|
Name
|
|
Stock Options
|
|
|
Pledged Shares
|
|
|
Richard E. Anthony
|
|
|
|
|
|
|
4,681
|
|
James H. Blanchard
|
|
|
|
|
|
|
492,148
|
|
Gardiner W. Garrard, Jr.
|
|
|
|
|
|
|
138,124
|
|
Mason H. Lampton
|
|
|
|
|
|
|
111,720
|
|
James B. Lipham
|
|
|
98,233
|
|
|
|
|
|
W. Walter Miller, Jr.
|
|
|
9,125
|
|
|
|
9,494
|
|
H. Lynn Page
|
|
|
|
|
|
|
32,165
|
|
William A. Pruett
|
|
|
137,863
|
|
|
|
|
|
Philip W. Tomlinson
|
|
|
349,466
|
|
|
|
|
|
Kenneth L. Tye
|
|
|
109,856
|
|
|
|
|
|
Richard W. Ussery
|
|
|
336,756
|
|
|
|
|
|
M. Troy Woods
|
|
|
163,109
|
|
|
|
|
|
James D. Yancey
|
|
|
|
|
|
|
116,735
|
|
|
|
|
(2)
|
|
Includes 85,261 shares of TSYS
stock held in a trust for which Mr. Lampton is not the
trustee. Mr. Lampton disclaims beneficial ownership of
these shares.
|
|
(3)
|
|
Includes 72,000 shares of TSYS
stock held in a trust for which Ms. Yarbrough is not the
trustee. Ms. Yarbrough disclaims beneficial ownership of
these shares.
|
16
AUDIT
COMMITTEE REPORT
The Audit Committee of the Board of Directors is comprised of
four directors, each of whom the Board has determined to be an
independent director as defined by the listing standards of the
NYSE and the rules of the SEC. The duties of the Audit Committee
are summarized in this Proxy Statement under Committees of
the Board on page 4 and are more fully described in
the Audit Committee charter adopted by the Board of Directors.
One of the Audit Committees primary responsibilities is to
assist the Board in its oversight responsibility regarding the
integrity of TSYS financial statements and systems of
internal controls. Management is responsible for TSYS
accounting and financial reporting processes, the establishment
and effectiveness of internal controls and the preparation and
integrity of TSYS consolidated financial statements.
KPMG LLP, TSYS independent auditor, is responsible
for performing an independent audit of TSYS consolidated
financial statements and of the effectiveness of TSYS
internal control over financial reporting in accordance with the
standards of the Public Company Accounting Oversight Board
(United States) and issuing opinions on whether those financial
statements are presented fairly in conformity with accounting
principles generally accepted in the United States and on the
effectiveness of TSYS internal control over financial
reporting. The Audit Committee is directly responsible for the
appointment, compensation and oversight of KPMG LLP. The
function of the Audit Committee is not to duplicate the
activities of management or the independent auditor, but to
monitor and oversee TSYS financial reporting process.
In discharging its responsibilities regarding the financial
reporting process, the Audit Committee:
|
|
|
|
|
Reviewed and discussed with management and KPMG LLP TSYS
audited financial statements as of and for the year ended
December 31, 2007;
|
|
|
|
Discussed with KPMG LLP the matters required to be discussed by
Statement on Auditing Standards No. 61 (Communication with
Audit Committees); and
|
|
|
|
Received from KPMG LLP the written disclosures and the letter
required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees) and has
discussed with KPMG LLP their independence.
|
Based upon the review and discussions referred to in the
preceding paragraph, the Audit Committee recommended to the
Board of Directors that the audited financial statements
referred to above be included in TSYS Annual Report on
Form 10-K
for the year ended December 31, 2007 filed with the
Securities and Exchange Commission.
The Audit Committee
H. Lynn Page, Chair
Kriss Cloninger III
Sidney E. Harris
John T. Turner
17
KPMG
LLP Fees and Services
The following table presents fees for professional audit
services rendered by KPMG LLP for the audit of TSYS annual
financial statements for the years ended December 31, 2007
and December 31, 2006 and fees billed for other services
rendered by KPMG during those periods.
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
Audit Fees(1)
|
|
$
|
1,689,000
|
|
|
$
|
1,414,000
|
|
Audit Related Fees(2)
|
|
|
1,511,000
|
|
|
|
1,705,000
|
|
Tax Fees(3)
|
|
|
490,000
|
|
|
|
400,000
|
|
All Other Fees
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
3,690,000
|
|
|
$
|
3,519,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Audit fees represent fees for
professional services provided in connection with the audit of
TSYS financial statements and internal control over
financial reporting, reviews of quarterly financial information
and audit services provided in connection with other statutory
or regulatory filings.
|
|
(2)
|
|
Audit related fees consisted
principally of certain agreed upon procedures engagements,
employee benefit plan audits and assurance related services
associated with data center reviews.
|
|
(3)
|
|
Tax fees consisted of fees for tax
compliance/preparation and tax consultation services.
|
Policy
on Audit Committee Pre-Approval
The Audit Committee has the responsibility for appointing,
setting the compensation for and overseeing the work of
TSYS independent auditor. In recognition of this
responsibility, the Audit Committee has established a policy to
pre-approve all audit and permissible non-audit services
provided by the independent auditor in order to assure that the
provision of these services does not impair the independent
auditors independence. TSYS Audit Committee
Pre-Approval Policy addresses services included within the four
categories of audit and permissible non-audit services, which
include Audit Services, Audit Related Services, Tax Services and
All Other Services.
The annual audit services engagement terms and fees are subject
to the specific pre-approval of the Audit Committee. In
addition, the Audit Committee must specifically approve
permissible non-audit services classified as All Other Services.
Prior to engagement, management submits to the Committee for
approval a detailed list of the Audit Services, Audit Related
Services and Tax Services that it recommends the Committee
engage the independent auditor to provide for the fiscal year.
Each specified service is allocated to the appropriate category
and accompanied by a budget estimating the cost of that service.
The Committee will, if appropriate, approve both the list of
Audit Services, Audit Related Services and Tax Services and the
budget for such services.
The Committee is informed at each Committee meeting as to the
services actually provided by the independent auditor pursuant
to the Pre-Approval Policy. Any proposed service that is not
separately listed in the Pre-Approval Policy or any service
exceeding the pre-approved fee levels must be specifically
pre-approved by the Committee. The Audit Committee has delegated
pre-approval authority to the Chairman of the Audit Committee.
The Chairman must report any pre-approval decisions made by him
to the Committee at its next scheduled meeting.
18
EXECUTIVE
COMPENSATION
COMPENSATION
DISCUSSION AND ANALYSIS
Introduction
The TSYS executive compensation program for the officers named
in the Summary Compensation Table on page 28 (named
executive officers) is described in terms of the following
elements:
|
|
|
|
|
the objectives of our compensation program (found in the section
entitled Compensation Philosophy and Overview);
|
|
|
|
what our compensation program is designed to reward (also
described in the section entitled Compensation Philosophy
and Overview);
|
|
|
|
each element of compensation (set forth in the section entitled
Primary Elements of Compensation);
|
|
|
|
why each element was chosen (described with each element of
compensation including base pay, short-term incentives and
long-term incentives);
|
|
|
|
how amounts and formulas for pay are determined (also described
with each element of compensation including base pay, short-term
incentives and long-term incentives); and
|
|
|
|
how each compensation element and our decisions regarding that
element fit into TSYS overall compensation objectives and
affect decisions regarding other elements (also described with
each element of compensation, as well as in the section entitled
Benchmarking).
|
For information about the Compensation Committee and its
charter, its processes and procedures for administering
executive compensation, the role of compensation consultants and
other governance information, please see Committees of the
Board on page 4.
Compensation
Philosophy and Overview
TSYS has established a compensation program for our executives
that is competitive, performance-oriented and designed to
support our strategic goals. The goals and objectives of our
compensation program are described below.
TSYS executive compensation program is designed to compete
in the markets in which we seek executive talent. We believe
that we must maintain a compensation program that allows us to
recruit and retain top level executive talent and that will
prevent our executives from being recruited from us. Our
compensation program is also designed to be
performance-oriented. A guiding principle in developing our
compensation program has been average pay for average
performance above-average pay for above-average
performance. As a result, a significant portion of the
total compensation of each executive is at risk based on short
and long-term performance. Because of our emphasis on
performance, we also believe that compensation generally should
be earned by executives while they are actively employed and can
contribute to TSYS performance.
TSYS compensation program is also designed to support
corporate strategic goals, including growth in earnings and
growth in shareholder value. As described in more detail below,
earnings growth is the primary driver of our short-term
incentive program and growth in shareholder value is the primary
driver of our long-term incentive program. TSYS believes that
the high degree of performance orientation and the use of goals
based upon growth in earnings and growth in shareholder value in
our incentive plans aligns the interests of our executives with
the interests of our shareholders. In addition, TSYS has adopted
stock ownership guidelines in connection with our equity
compensation programs, which further align our executives
interests with the interests of our shareholders.
Primary
Elements of Compensation
There are three primary elements of compensation in TSYS
executive compensation program: base pay, short-term incentive
compensation and long-term incentive compensation. Short-term
and long-term incentive compensation are tied directly to
performance. Short-term incentive compensation is based upon
19
fundamental operating performance of TSYS measured over a
one-year period. For the reasons described below, long-term
incentive compensation has been based upon Synovus total
shareholder return measured over a three-year period. TSYS has
not established a specific targeted mix of
compensation between base pay and short-term and long-term
incentives. However, both short-term and long-term incentives
are based upon percentages or multiples of base pay. If both
short-term and long-term incentives are paid at target,
long-term incentives is the largest portion of an
executives total compensation package. For example, if
short-term and long-term incentives are paid at target,
long-term incentives would constitute almost fifty percent of an
executives total compensation package, thereby
illustrating our emphasis on performance and growth in
shareholder value.
Base Pay. Base pay is seen as the amount paid
to an executive for performing his or her job on a daily basis.
To ensure that base salaries are competitive, TSYS targets base
pay at the median (e.g., the 50th percentile) of the market
for similarly situated positions, based upon each
executives position and job responsibilities. In order to
benchmark base pay, TSYS selects a peer group of companies (the
Peer Companies). The Peer Companies are selected by
considering companies that compete in TSYS market for
business and for talent, companies with similar business
operations and focus and companies with similar organization
size (revenues approximately one-half to two times those of
TSYS). In selecting the Peer Companies, potential companies were
reviewed with the same Global Industry Classification Standards
codes as TSYS and previously identified peer companies, service
companies in the Dow Jones Industrial Goods and Services Index
and companies in the Standard and Poors Software and Services
Index. For 2007, the Peer Companies were: Acxiom Corp.,
Affiliated Computer Services, Inc., Alliance Data Systems Corp.,
BISYS Group, Inc., Ceridian Corp., Checkfree Corp., ChoicePoint
Inc., Convergys Corp., eFunds Corp., Equifax Inc., Fair Isaac
Corp., Fidelity National Information Services, Inc., Fiserv,
Inc., Global Payments Inc., Paychex, Inc., Sabre Holdings Corp.
and Teletech Holdings, Inc.
When establishing base salaries, the Committee compares each
executives current base pay to the market median for that
position using proxy information from the Peer Companies as well
as external market surveys. For certain positions for which
there is no clear market match in the benchmarking data, TSYS
uses a blend of two or more positions from the benchmarking
data. The Committee also reviews changes in the benchmarking
data from the previous year. The Committee then uses this data
to establish a competitive base salary for each executive. For
example, an executive whose base salary is below the
benchmarking target for his or her position may receive a larger
percentage increase than an executive whose base salary exceeds
the benchmarking target for his or her position.
In addition to market comparisons of similar positions at the
Peer Companies, individual performance may affect base pay. For
example, an executive whose performance is not meeting
expectations may receive no increase in base pay or a smaller
base pay increase in a given year. On the other hand, an
executive with outstanding performance may receive a larger base
pay increase or more frequent base pay increases.
Base pay is not directly related to TSYS performance,
except over the long term since revenues are used in
benchmarking base pay against the Peer Companies. Comparison of
an executives base salary to the base salaries of other
TSYS executives may also be a factor in establishing base
salaries, especially with respect to positions for which there
is no clear market match in the base pay benchmarking data. For
2007, all of the base pay increases for the named executive
officers were calculated taking into account the market data
described above as well as existing base salaries, the 2007
merit budget, internal pay equity, individual performance,
experience, time in position and retention needs. Because of the
process we use to establish base pay, large increases in base
pay generally occur only when an executive is promoted into a
new position.
Short-Term Incentives. In addition to base
salary, our executive compensation program includes short-term
incentive compensation. We have elected to pay short-term
incentive compensation in order to (1) provide an incentive
for executives to meet our short-term earnings goals, and
(2) ensure a competitive compensation program given the
marketplace prevalence of short-term incentive compensation.
Our short-term incentive program is tied directly to our
fundamental operating performance measured over a one-year
period. Each year, the Committee establishes a target for
percentage change in
20
earnings per share (EPS) from the prior year. The
target is generally set based upon EPS guidance that has been
publicly disclosed by TSYS. A target goal of 100% equates to a
market award, which is a typical short-term
incentive award for similar positions at the Peer Companies,
expressed as a percentage of base salary earned during the year
(base earnings). Actual short-term incentive targets
for 2007 were set taking into account median market data at the
Peer Companies, as well as existing incentive targets, internal
pay equity, individual performance and retention needs. The
target short-term incentive percentage for
Messrs. Tomlinson and Woods is 100% of base earnings and
the target short-term incentive percentage for TSYS other
named executive officers is 85% of base earnings.
The amount of a short-term incentive award can range from zero
to 200% of a target grant in accordance with a schedule approved
by the Committee each year. For 2007, the Committee approved the
following schedule:
|
|
|
|
|
|
EPS Percentage Change
|
|
Percent of Target Bonus Paid
|
|
4.0% and above
|
|
|
200
|
%
|
3.0%
|
|
|
175
|
%
|
2.0%
|
|
|
150
|
%
|
1.0%
|
|
|
125
|
%
|
0%
|
|
|
100
|
%
|
-1.8%
|
|
|
75
|
%
|
-3.5%
|
|
|
50
|
%
|
-5.0%
|
|
|
25
|
%
|
-6.5% and below
|
|
|
0
|
%
|
Although the target EPS percentage change goal set by the
Committee is generally based upon the EPS guidance which has
been publicly disclosed by TSYS calculated in accordance with
accounting principles generally accepted in the United States
(GAAP), from time to time the target percentages are
based on non-GAAP EPS percentages for purposes of
determining short-term incentive compensation because of unusual
events that could occur during the year. These events include,
but are not limited to, changes in accounting and regulatory
standards, changes in tax rates and laws, charges for corporate
or workforce restructurings, acquisitions and divestitures and
expenses associated with the conversion or deconversion of a
major TSYS customer, expenses resulting from an ownership
change, and other similar events. For 2007, the target
percentages were based upon non-GAAP EPS percentages which
excluded reductions in net income or expenses resulting from an
ownership change.
As is common practice in the market, short-term incentives are
paid in a lump-sum cash payment as soon as practicable in the
year following the performance year, usually no later than
February 15. Under the short-term incentive plan, the
Committee has the right to exercise downward discretion and
reduce the amount that would otherwise be awarded under the
above schedule. For example, the short-term incentive awards can
be reduced to reflect individual or business unit performance,
to exclude unanticipated, non-recurring gains, or for
affordability (reduced in order to fund another expense, such as
other incentive compensation or retirement plans).
The short-term incentive awards for 2007 are set forth in the
Non-Equity Incentive Plan Compensation column of the
Summary Compensation Table. The 2007 short-term incentive awards
were paid at 135% of target. Excluding expenses associated with
the Spin-Off, TSYS had non-GAAP EPS growth of 5% for 2007.
Based upon the bonus payout schedule approved by the Committee,
short-term incentives would have been paid at 200% of target.
The Committee exercised downward discretion to 135%, however,
because TSYS had revised its EPS guidance upward during 2007 and
because of affordability.
Long-Term Incentives. Our executive
compensation program also includes long-term incentive
compensation, which was paid in equity of TSYS and Synovus. It
is important to understand the relationship of TSYS and Synovus
prior to Synovus Spin-Off of TSYS in order to appreciate
our rationale and process for determining long-term incentive
awards, which relationship is described below. We are in the
process of revising our process of granting long-term incentive
awards to executives so that only TSYS
21
equity will be awarded to executives, and so that such awards
will be based solely upon TSYS performance.
In connection with the Spin-Off, all outstanding Synovus stock
options that had previously been granted to the named executive
officers were converted into TSYS stock options. The conversion
was accomplished by the cancellation of the outstanding Synovus
stock options by the Synovus Compensation Committee and the
grant of replacement TSYS stock options by the TSYS Compensation
Committee. The exercise price and number of the TSYS replacement
stock options was adjusted so that, immediately following the
Spin-Off, each named executive officer had approximately the
same spread (the difference between the fair market
value of a stock option and the options exercise price)
with respect to each replacement TSYS option as the previous
Synovus options spread immediately preceding
the Spin-Off. Except for the change in form of equity from
Synovus to TSYS stock and the corresponding adjustments to the
exercise price and number of shares to retain the same
approximate spread, the replacement TSYS options are
subject to the same terms and conditions as the original Synovus
options. The replacement TSYS options are set forth in the
Grant of Plan-Based Awards table on page 29.
Prior to the Spin-Off, Synovus owned 80.6% of the outstanding
shares of TSYS stock. Although TSYS stock was publicly traded on
the NYSE, only the approximately 19% of TSYS stock that was not
owned by Synovus was available for trading. Consequently, there
was limited float in TSYS stock, which negatively impacted its
liquidity. For this reason, we had concluded that TSYS
shareholder return was not the most appropriate measure of
growth under TSYS long-term incentive compensation
program. The shareholder return of Synovus was directly affected
by TSYS shareholder return because of Synovus 80.6%
ownership of TSYS. By recommending that TSYS executives be
granted Synovus stock, and by linking the grant of equity awards
to how well Synovus has performed, we ensured that the interests
of TSYS executives were directly linked to the interests of
Synovus shareholders. We believed this connection to Synovus
shareholders to be important prior to the Spin-Off because of
the substantial impact that TSYS performance had on the
market capitalization of Synovus. As a result, Synovus
total shareholder return was used as the basis for TSYS
long-term incentive compensation program and this proved to be
an effective approach.
We have elected to pay long-term incentive compensation in order
to: (1) provide an incentive for our executives to provide
exceptional shareholder return to shareholders by tying a
significant portion of their compensation opportunity to growth
in shareholder value; (2) align the interests of executives
with shareholders by awarding executives equity in TSYS and
Synovus; and (3) ensure a competitive compensation program
given the market prevalence of long-term incentive compensation.
TSYS long-term incentive plan awarded equity to executives
based upon performance, as measured by total shareholder return
(TSR) of Synovus, over a three-year period. We used
a three-year period to measure performance for purposes of our
long-term incentive awards in order to reduce the impact of
unusual events that may occur in a given year.
Under TSYS long-term incentive program, TSR was measured
in two ways: (1) absolute TSR of Synovus; and (2) TSR
compared to the competitors of Synovus. TSR for each measurement
period was calculated by dividing Synovus stock price
appreciation and dividends paid by the beginning stock price. We
used both measures of shareholder return because we believed
shareholders were interested both in how Synovus
shareholder return compared to the competitors of Synovus, as
well as their actual return on their investment. The competitors
of Synovus, for purposes of long-term incentives, were the banks
in the Keefe, Bruyette and Woods 50 Index (KBW 50).
The KBW 50 was selected for awarding long-term incentives to
ensure that the companies were chosen by an independent third
party and to provide consistency from year to year in the
assessment of long-term performance for incentive purposes.
The amount of long-term incentives awarded to executives each
year was based upon a performance grid approved by the
Committee. The performance grid had been in place for over a
decade. This grid is reproduced below showing the absolute TSR
of Synovus over the three preceding calendar years as the
horizontal measurement and the percentile performance of Synovus
against the KBW 50 over the three preceding calendar years as
the vertical measurement.
22
PAYOUT AS
A PERCENT OF TARGET
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentile of
3-year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SNV TSR vs. KBW 50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90th
|
|
|
|
|
75
|
%
|
|
|
|
100
|
%
|
|
|
|
150
|
%
|
|
|
|
200
|
%
|
|
|
|
250
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70th
|
|
|
|
|
50
|
%
|
|
|
|
100
|
%
|
|
|
|
125
|
%
|
|
|
|
150
|
%
|
|
|
|
200
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50th
|
|
|
|
|
50
|
%
|
|
|
|
75
|
%
|
|
|
|
100
|
%
|
|
|
|
125
|
%
|
|
|
|
150
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30th
|
|
|
|
|
50
|
%
|
|
|
|
50
|
%
|
|
|
|
75
|
%
|
|
|
|
100
|
%
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
<30th
|
|
|
|
|
50
|
%*
|
|
|
|
50
|
%
|
|
|
|
50
|
%
|
|
|
|
75
|
%
|
|
|
|
75
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
<4
|
%
|
|
|
|
4
|
%
|
|
|
|
8
|
%
|
|
|
|
10
|
%
|
|
|
|
16
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3-Year
Annualized Synovus TSR
|
|
|
|
*
|
|
Long-term incentives were awarded
at 50% of target and solely in Synovus stock options as
described below.
|
The award percentages in the performance grid were multiplied by
the amount of a target long-term incentive award, which was
expressed as a percentage of base earnings at the time the award
is made. Actual long-term incentive targets were established
taking into account market median data at the Peer Companies, as
well as existing incentive targets, internal pay equity,
individual performance and retention needs. The target long-term
incentive percentage for Messrs. Tomlinson and Woods was
200% of base earnings and the target long-term incentive
percentage for TSYS other named executive officers was
150% of base earnings.
TSYS believes that there are advantages and disadvantages to
every form of equity award. As a result, awards payable under
the performance grid were generally paid 50% in TSYS restricted
stock and 50% in Synovus stock options, but the Committee has
the discretion to vary the form of the award as needed for
accounting, tax or other reasons. The 50%/50% split
in equity awarded is based upon the estimated overall value of
the award as of the date of grant (a stock option is estimated
to be equal to one-third the value of a restricted stock award).
Although TSYS prefers for all awards to be made in equity of
TSYS, there were not enough shares of TSYS available for such
awards prior to the Spin-Off because of TSYS approximately
81% ownership by Synovus. As a result, restricted stock awards
were made in TSYS stock, while stock option awards were made in
Synovus stock. The Compensation Committee of Synovus granted
Synovus stock options to TSYS executives based upon the
recommendation of the TSYS Committee.
In the event that Synovus TSR fell within the bottom
left-hand corner of the payout grid (i.e., Synovus
annualized TSR was less than 4% and was also less than the
30th percentile compared to the KBW 50) for a
particular year, executives were awarded 50% of a target
long-term incentive award, awarded solely in Synovus stock
options, issued at fair market value (i.e., closing price) on
the effective date of the award. The Committee believed that
executives should receive a stock option grant even if
Synovus TSR fell within this category because the Peer
Companies would make such a grant and the stock price must
appreciate from that point in order for the executive to benefit
from the grant.
Because the Synovus and TSYS Compensation Committees may take
action to approve equity awards on or near the date that
Synovus and TSYS earnings are released,
respectively, the Committees established the last business day
of the month in which earnings are released as the grant date
for equity awards to ensure that the annual earnings releases
have had time to be absorbed by the market before equity awards
are granted and stock option exercise prices are established.
However, if the date of the TSYS earnings release or the date
the TSYS Committee takes action is within five business days of
the last business day of the month, the grant is postponed for
five business days following the later date. TSYS released its
annual earnings on January 16, 2007, and the TSYS
Compensation Committee met on January 19, 2007 to approve
TSYS restricted stock award grants to the named executive
officers effective January 31, 2007. Synovus released its
annual earnings on January 17, 2007. The Synovus
Compensation Committee met on January 24, 2007 to approve
Synovus stock option grants to the named executive officers
effective January 31, 2007. As a result, the grant date for
long-term incentive awards (Synovus stock options and TSYS
restricted stock awards) was January 31, 2007. The closing
price of Synovus stock on January 31, 2007 was used as the
exercise price for stock options and to determine the
FAS 123(R) accounting expense and was also used for
disclosure in the compensation tables in this Proxy Statement.
23
In 2007, long-term incentive equity awards were granted to
TSYS named executive officers pursuant to the above grid
based upon the
2004-2006
performance period. For this performance period, Synovus
annualized TSR was 4.91% and Synovus TSR was in the
16th percentile of the KBW 50. Under the grid, this
resulted in a long-term incentive award equal to 50% of target.
The equity awards made to TSYS named executive officers in
2007 are set forth in the All Other Stock Awards and
All Other Option Awards columns in the Grant of
Plan-Based Awards Table. The split in long-term
incentive awards for all of the named executive officers was 50%
Synovus stock options and 50% TSYS restricted stock awards.
In addition to the annual long-term incentive awards awarded
pursuant to the performance grid described above, the Committee
has granted other long-term incentive awards in certain
circumstances. For example, the Committee made TSYS restricted
stock award grants to Messrs. Tomlinson and Woods in 2005
to reflect their promotion to Chairman and Chief Executive
Officer and President and Chief Operating Officer, respectively,
and to serve as a vehicle for retaining their services in their
new roles. Although the grants to Messrs. Tomlinson and
Woods were awarded primarily for retention, the Committee
approved performance-based grants to link their awards to a
threshold level of performance. The awards to
Messrs. Tomlinson and Woods vest over a seven year period.
With respect to these awards, the Committee establishes
performance measures each year during the seven year period and,
if the performance measure is attained for a particular year,
20% of the award vests. The performance measure established for
2007 was 75% of the EPS percentage change established under
TSYS short-term incentive plan. Because this measure was
exceeded for 2007, 20% of the awards to Messrs. Tomlinson
and Woods vested in 2007.
The Committee also recommended that challenge grant
stock options in Synovus stock be granted to each of the named
executive officers. The Synovus Compensation Committee granted
such options on May 10, 2001. The challenge grants were
significant in size, with Mr. Tomlinson receiving 500,000
Synovus stock options and each of the other named executive
officers receiving a grant of 400,000 Synovus stock options,
which options were converted into TSYS stock options in
connection with the Spin-Off. The challenge grants were designed
to provide these executives with an incentive for exceptional
growth in shareholder return, as well as to retain the services
of the executives who received the grants for a significant
period of time. The challenge grants vest in equal installments
if the fair market value of Synovus stock exceeds $40, $45 and
$50 per share. The challenge grants also vest on May 10,
2008 if the stock price targets are not attained prior to such
date, provided the executives remain in the continuous
employment of TSYS through such date.
Benchmarking
As described above, TSYS benchmarks base salaries and
market short-term and long-term incentive target
awards with the Peer Companies. TSYS also benchmarks total
compensation (base salary, short-term incentives and long-term
incentives) of its executives. TSYS uses the Peer Companies for
benchmarking total compensation, as well as external market
surveys. TSYS uses a three-year look back of the total
compensation benchmark data to reduce the impact of short-term
fluctuations in the data which may occur from year to year. When
reviewing the total compensation benchmarking data, TSYS focuses
on total compensation opportunities, not necessarily the amount
of compensation actually paid, which varies depending upon
TSYS performance results due to the programs
performance orientation. For example, over the past five years,
TSYS long-term incentive awards have been below-target for
four of the five years, and above-target for one year. Although
these awards result in total compensation amounts for TSYS
executives that could be considered below market, the Committee
believes the amount of compensation paid to its executives is
appropriate given Synovus shareholder return during this
five-year period.
Perquisites
Perquisites are a very small part of our executive compensation
program. Perquisites are not tied to performance of TSYS.
Perquisites are offered to align our compensation program with
competitive practices because similar positions at the Peer
Companies offer similar perquisites. The perquisites offered by
TSYS are set forth in footnotes (5) through (7) of the Summary
Compensation Table. Considered both individually and in the
aggregate, we believe that the perquisites we offer to our named
executive officers are reasonable and appropriate.
24
Employment
Agreements
TSYS does not generally use employment agreements with respect
to its executives, except in unusual circumstances such as
acquisitions. None of the named executive officers have
employment agreements.
Retirement
Plans
Our compensation program also includes retirement plans designed
to provide income following an executives retirement. We
have chosen to use defined contribution retirement plans because
we believe that defined benefit plans are difficult to
understand, difficult to communicate, and contributions to
defined benefit plans often depend upon factors that are beyond
TSYS control, such as the earnings performance of the
assets in such plans compared to actuarial assumptions inherent
in such plans. TSYS offers three qualified defined contribution
retirement plans to its employees: a money purchase pension
plan, a profit sharing plan and a 401(k) savings plan.
The money purchase pension plan has a fixed 7% of compensation
employer contribution every year. The profit sharing plan and
any employer contribution to the 401(k) savings plan are tied
directly to TSYS performance. There are opportunities
under both the profit sharing plan and the 401(k) savings plan
for employer contributions of up to 7% of compensation based
upon the achievement of EPS growth goals. For 2007, TSYS
named executive officers received a contribution of 7% of
compensation under the profit sharing plan based upon TSYS
performance. The retirement plan contributions for 2007 are
included in the All Other Compensation column in the
Summary Compensation Table.
In addition to these plans, the TSYS Deferred Compensation Plan
(Deferred Plan) replaces benefits lost under the
qualified plans due to legal limits imposed by the IRS. The
Deferred Plan does not provide above market
interest. Instead, participants in the Deferred Plan can choose
to invest their accounts among mutual funds that are generally
the same as the mutual funds that are offered in the 401(k)
savings plan. The executives Deferred Plan accounts are
held in a rabbi trust, which is subject to claims by TSYS
creditors. The employer contribution to the Deferred Plan for
2007 for named executive officers is set forth in the All
Other Compensation column in the Summary Compensation
Table and the earnings on the Deferred Plan accounts during 2007
for named executive officers is set forth in the Aggregate
Earnings in Last FY column in the Nonqualified Deferred
Compensation Table and in the All Other Compensation
column in the Summary Compensation Table.
Post-Termination
Compensation Philosophy
TSYS compensation program is designed to reflect
TSYS philosophy that compensation generally should be
earned while actively employed. Although retirement benefits are
paid following an executives retirement, the benefits are
earned while employed and are substantially related to
performance as described above. TSYS has entered into limited
post-termination arrangements when appropriate, such as the
change of control agreements which are described in the
Potential Payouts Upon Termination or Change of
Control section. TSYS chose to enter into change of
control arrangements with its executives: (1) to ensure the
retention of executives and an orderly transition during a
change of control; (2) to ensure that executives would be
financially protected in the event of a change of control so
they continue to act in the best interests of TSYS while
continuing to manage TSYS during a change of control; and
(3) to ensure a competitive compensation package because
such arrangements are common in the market and it was determined
that such agreements were important in recruiting executive
talent.
Stock
Ownership Guidelines
To align the interests of its executives with shareholders, TSYS
has implemented stock ownership guidelines for its executives.
Under the guidelines, executives are required to maintain either
five, four or three times the amount of their base salary in
TSYS stock. TSYS Chief Executive Officer is required to
maintain five times his base salary, the President four times
his base salary and the other executive officers three times
their base salaries. The guidelines are recalculated at the
beginning of each calendar year. The guidelines were initially
adopted January 1, 2004 and executives had a five-year
grace period to fully achieve the guidelines with an interim
three-year goal. Until the guidelines are achieved, executives
are required to retain all net shares received upon the exercise
of stock options, excluding shares used to pay the options
exercise price and any taxes due upon exercise. In the event of
a severe financial
25
hardship, the guidelines permit the development of an
alternative ownership plan by the Chairman of the Board of
Directors and Chairman of the Compensation Committee. All
executives are currently in compliance with the guidelines.
Tally
Sheets
The Committee periodically reviews tally sheets for each of
TSYS named executive officers. The tally sheets add up all
forms of compensation for each officer and also provide
estimates of the amounts payable to each executive upon the
occurrence of potential future events, such as a change of
control, retirement, voluntary or involuntary termination, death
and disability. The tally sheets are used to provide the
Committee with total compensation amounts for each executive so
that the Committee can determine whether the amounts are
reasonable or excessive. Although the tally sheets are not used
to benchmark total compensation with specific companies, the
Committee considers total compensation paid to executives at
other companies in considering the reasonableness of our
executives total compensation. After its most recent
review of the tally sheets, the Committee determined that the
total compensation amounts are fair, reasonable and competitive.
Other
Policies
Restatements. TSYS does not have a
formal policy regarding the recovery of awards or payouts in the
event the financial statements upon which TSYS performance
measurements are based are restated or otherwise adjusted in a
manner that could reduce the size of an award. TSYS believes
that the decision of whether a recovery is appropriate would
depend upon the facts and circumstances surrounding the
restatement or adjustment.
Tax Considerations. We have structured
most forms of compensation paid to our executives to be tax
deductible. For example, Internal Revenue Code
Section 162(m) limits the deductibility of compensation
paid by a publicly-traded corporation to its Chief Executive
Officer and four other highest paid executives for amounts in
excess of $1 million, unless certain conditions are met.
The base salaries of all of our named executive officers are
tax-deductible because they are less than $1 million. In
addition, the short-term and long-term incentive plans have been
approved by shareholders and awards under these plans are
designed to qualify as performance-based
compensation to ensure deductibility under Code
Section 162(m). We reserve the right to provide
compensation which is not tax-deductible, however, if we believe
the benefits of doing so outweigh the loss of a tax deduction.
The only form of executive compensation not currently
tax-deductible by TSYS is the personal use of corporate
aircraft. We believe that a small amount of personal use each
year is an appropriate perquisite for our executives, despite
the loss of a tax deduction.
In general, TSYS does not
gross-up
its officers for taxes that are due with respect to their
compensation. An example of an exception to this rule is for
excise taxes that may be due with respect to the change of
control agreements, as described above.
Accounting Considerations. We account
for all compensation paid in accordance with GAAP. The
accounting treatment has generally not affected the form of
compensation paid to named executive officers.
Board Fees. During 2007, executives who
served on the Board of Directors of TSYS were paid the same cash
director fees as those paid to non-executive directors and are
also entitled to participate in TSYS Director Stock
Purchase Plan, which is described under Equity
Compensation of Directors. However, directors who are also
executives do not receive the equity compensation that is
granted to non-executive directors of TSYS. Although paying cash
director fees to inside executives who serve on
Boards of Directors is not the prevalent market practice, it has
been the historical practice at TSYS for many years and
constitutes a small portion of affected executives total
compensation amount. These amounts are included in the All
Other Compensation column of the Summary Compensation
Table. As described below, the payment of cash director fees to
employees was eliminated effective January 1, 2008.
Conclusion
For the reasons described above, we believe that each element of
compensation offered in our executive compensation program, and
the total compensation delivered to each named executive
officer, is fair, reasonable and competitive.
26
Significant
Events After December 31, 2007
TSYS stock options and restricted stock awards were granted to
TSYS named executive officers effective February 6,
2008 in accordance with the performance grid discussed under
Long-Term Incentives above. The awards, which were
made based upon Synovus TSR for the
2005-2007
performance period, were made at 50% of target.
Messrs. Tomlinson, Lipham, Woods, Pruett and Tye were each
granted TSYS stock option awards of 48,801, 17,868, 34,278,
21,390 and 20,567 shares, respectively, at an exercise
price of $21.88, the closing price of TSYS stock on
February 6, 2008. In addition, Messrs. Tomlinson,
Lipham, Woods, Pruett and Tye were each granted TSYS restricted
stock awards of 16,267, 5,956, 11,426, 7,130 and
6,856 shares, respectively, effective February 6,
2008. The stock options and restricted stock awards vest over a
three year period, in equal annual installments of one-third
each, on February 6, 2009, February 6, 2010 and
February 6, 2011.
The Committee also awarded special retention restricted stock
awards to TSYS named executive officers effective
February 6, 2008. The retention awards were designed to
retain key executives following the Spin-Off and to align and
mobilize the executives as a team. Messrs. Tomlinson,
Lipham, Wood, Pruett and Tye were awarded 91,408, 34,278,
91,408, 34,278 and 34,278 restricted shares, respectively. The
shares for Messrs. Tomlinson and Woods are
performance-based and vest over a seven-year period, with 20% of
the shares vesting in any year in which performance measures
established by the Compensation Committee are attained. The
shares for the remaining executives vest over a five-year
period, with 20% of the shares vesting on February 6, 2009,
February 6, 2010, February 6, 2011, February 6,
2012 and February 6, 2013. All of these awards will be
described in detail in next years Proxy Statement.
Effective January 1, 2008, the Committee increased the base
salaries of Messrs. Tomlinson and Woods by $50,000 and
$110,000, respectively. The entire amount of the increase for
Mr. Tomlinson and $50,000 of the increase for
Mr. Woods was equal to the amount of Board of Director fees
foregone by each executive as a result of the decision to
eliminate the payment of cash director fees to employees
effective January 1, 2008. The remaining amount of the
increase for Mr. Woods was determined in accordance with
TSYS ongoing salary administration process.
In addition, as described earlier, we are revising our long-term
incentive award process so that only TSYS equity will be awarded
to executives and so that such awards will be based solely upon
TSYS performance.
COMPENSATION
COMMITTEE REPORT
TSYS Compensation Committee has reviewed and discussed the
Compensation Discussion and Analysis required by
Item 402(b) of
Regulation S-K
with management and, based on such review and discussions, has
recommended to the Board that the Compensation Discussion and
Analysis be included in this Proxy Statement.
The Compensation Committee
Mason H. Lampton, Chair
G. Wayne Clough
Walter W. Driver, Jr.
27
SUMMARY
COMPENSATION TABLE
The table below summarizes the compensation for each of the
named executive officers for each of the last two fiscal years.
The named executive officers were not entitled to receive
payments which would be characterized as Bonus
payments for either of these fiscal years. The short-term
incentive amounts paid to the named executives for these fiscal
years are set forth in the Non-Equity Incentive Plan
Compensation column. TSYS methodology and rationale
for short-term incentive compensation are described in the
Compensation Discussion and Analysis above.
The named executive officers did not receive any compensation
that is reportable under the Change in Pension Value and
Nonqualified Deferred Compensation Earnings column
because, as described in the Compensation Discussion and
Analysis, TSYS has no defined benefit pension plans and does not
pay above-market interest on deferred compensation. The
retirement plan contributions and earnings for the named
executive officers for these two fiscal years are set forth in
the All Other Compensation column.
|
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|
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|
|
|
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|
|
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|
|
|
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|
|
|
|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
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Value and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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Nonquali-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
fied
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan
|
|
|
Com-
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
Com-
|
|
|
pensation
|
|
|
Com-
|
|
|
|
|
|
|
|
|
|
Salary
|
|
|
Bonus
|
|
|
Awards
|
|
|
Awards
|
|
|
pensation
|
|
|
Earnings
|
|
|
pensation
|
|
|
|
|
Name and Principal Position
|
|
Year
|
|
|
($)
|
|
|
($)
|
|
|
($)(1)
|
|
|
($)(2)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
Total ($)
|
|
|
Philip W. Tomlinson
|
|
|
2007
|
|
|
$
|
711,833
|
|
|
|
|
|
|
$
|
864,620
|
|
|
$
|
1,755,430
|
|
|
$
|
960,930
|
|
|
|
|
|
|
$
|
656,940
|
(3)(4)(5)(6)
|
|
$
|
4,949,753
|
|
Chairman of the Board
|
|
|
2006
|
|
|
|
652,000
|
|
|
|
|
|
|
|
583,775
|
|
|
|
1,157,063
|
|
|
|
847,600
|
|
|
|
|
|
|
|
451,567
|
|
|
|
3,692,005
|
|
and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James B. Lipham
|
|
|
2007
|
|
|
|
347,500
|
|
|
|
|
|
|
|
181,737
|
|
|
|
913,995
|
|
|
|
398,790
|
|
|
|
|
|
|
|
203,556
|
(4)(5)(6)
|
|
|
2,045,578
|
|
Senior Executive Vice
|
|
|
2006
|
|
|
|
332,500
|
|
|
|
|
|
|
|
144,180
|
|
|
|
738,935
|
|
|
|
367,413
|
|
|
|
|
|
|
|
152,604
|
|
|
|
1,735,632
|
|
President and Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
M. Troy Woods
|
|
|
2007
|
|
|
|
500,000
|
|
|
|
|
|
|
|
671,132
|
|
|
|
1,078,313
|
|
|
|
675,000
|
|
|
|
|
|
|
|
472,264
|
(3)(4)(5)(6)
|
|
|
3,396,709
|
|
President and Chief
|
|
|
2006
|
|
|
|
458,000
|
|
|
|
|
|
|
|
473,229
|
|
|
|
824,221
|
|
|
|
595,400
|
|
|
|
|
|
|
|
299,761
|
|
|
|
2,650,611
|
|
Operating Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William A. Pruett
|
|
|
2007
|
|
|
|
416,000
|
|
|
|
|
|
|
|
213,567
|
|
|
|
988,491
|
|
|
|
477,360
|
|
|
|
|
|
|
|
218,692
|
(4)(5)
|
|
|
2,314,110
|
|
Senior Executive Vice
|
|
|
2006
|
|
|
|
396,000
|
|
|
|
|
|
|
|
168,190
|
|
|
|
756,590
|
|
|
|
437,580
|
|
|
|
|
|
|
|
171,179
|
|
|
|
1,929,539
|
|
President and Chief Client Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth L. Tye
|
|
|
2007
|
|
|
|
400,000
|
|
|
|
|
|
|
|
197,443
|
|
|
|
934,329
|
|
|
|
459,000
|
|
|
|
|
|
|
|
199,144
|
(4)(7)
|
|
|
2,189,916
|
|
Senior Executive Vice
|
|
|
2006
|
|
|
|
375,000
|
|
|
|
|
|
|
|
154,474
|
|
|
|
745,859
|
|
|
|
414,375
|
|
|
|
|
|
|
|
159,633
|
|
|
|
1,849,341
|
|
President and Chief Information Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
The amounts in this column reflect
the dollar amount recognized for financial statement reporting
purposes for the last two fiscal years in accordance with
SFAS 123(R) and include amounts from awards granted during
these two fiscal years and prior to 2006. For a discussion of
the restricted stock awards reported in this column, see
Note 14 of Notes to Consolidated Financial Statements in
TSYS Annual Report for the year ended December 31,
2007.
|
(2)
|
|
The amounts in this column reflect
the dollar amount recognized for financial statement reporting
purposes for the last two fiscal years in accordance with
SFAS 123(R) and include amounts from awards granted during
these two fiscal years and prior to 2006. For a discussion of
the assumptions made in the valuation of the stock option awards
reported in this column, see Note 14 of Notes to
Consolidated Financial Statements in TSYS Annual Report
for the year ended December 31, 2007.
|
(3)
|
|
Amount includes director fees paid
in cash of $90,000 for Mr. Tomlinson in connection with his
service as a director of TSYS and an advisory director of
Synovus and $50,000 for Mr. Woods in connection with his
service as a director of TSYS.
|
(4)
|
|
Amount includes allocations to
qualified defined contribution plans of $31,500 for each
executive and allocations (including earnings) to nonqualified
deferred compensation plans of $262,416, $96,185, $173,151,
$106,250 and $102,744 for Messrs. Tomlinson, Lipham, Woods,
Pruett and Tye, respectively, and amount of a special dividend
paid to all shareholders which was also paid with respect to
TSYS restricted shares in connection with the Spin-Off of
$255,808, $60,057, $205,007, $70,314 and $64,870 for
Messrs. Tomlinson, Lipham, Woods, Pruett and Tye,
respectively.
|
(5)
|
|
Amount includes the costs incurred
by TSYS in connection with providing the perquisite of an
automobile allowance. Amount also includes the incremental cost
to TSYS for reimbursement of country club dues, if any, and the
incremental cost to TSYS for personal use of the corporate
aircraft. Amounts for these items are not quantified because
they do not exceed the greater of $25,000 or 10% of the total
amount of perquisites.
|
(6)
|
|
In addition to the items noted in
footnote (5), the amount also includes the incremental cost
incurred by TSYS for security alarm monitoring, if any, and the
costs incurred by TSYS for reimbursement for financial planning
services. Amounts for these items are not quantified because
they do not exceed the greater of $25,000 or 10% of the total
amount of perquisites.
|
(7)
|
|
Amount excludes perquisites because
the total value of perquisites does not exceed $10,000.
|
28
GRANTS OF
PLAN-BASED AWARDS
for the Year Ended December 31, 2007
The table below sets forth the short-term incentive compensation
(payable in cash) and long-term incentive compensation (paid in
the form of TSYS restricted stock awards and stock options)
awarded to the named executive officers for 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
|
|
|
Grant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
Awards:
|
|
|
Exercise
|
|
|
Date Fair
|
|
|
|
|
|
|
|
|
|
Estimated Future Payouts
|
|
|
Estimated Future Payouts
|
|
|
Number of
|
|
|
Number of
|
|
|
or Base
|
|
|
Value of
|
|
|
|
|
|
|
|
|
|
Under Non-Equity Incentive
|
|
|
Under Equity Incentive
|
|
|
Shares of
|
|
|
Securities
|
|
|
Price of
|
|
|
Stock
|
|
|
|
|
|
|
Action
|
|
|
Plan Awards(2)
|
|
|
Plan Awards
|
|
|
Stock or
|
|
|
Underlying
|
|
|
Option
|
|
|
and
|
|
|
|
Grant
|
|
|
Date
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Units
|
|
|
Options
|
|
|
Awards
|
|
|
Option
|
|
Name
|
|
Date
|
|
|
(1)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)(3)
|
|
|
(#)(4)(5)
|
|
|
($/Sh)
|
|
|
Awards
|
|
|
Philip W. Tomlinson
|
|
|
1-31-07
|
|
|
|
1-19-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,550
|
|
|
|
|
|
|
|
|
|
|
$
|
325,995
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0
|
|
|
$
|
711,833
|
|
|
$
|
1,423,666
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62,020
|
|
|
$
|
23.90
|
|
|
|
261,724
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,025
|
|
|
|
18.87
|
|
|
|
295,083
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,596
|
|
|
|
27.62
|
|
|
|
101,230
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
478,652
|
|
|
|
30.29
|
|
|
|
1,349,799
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,576
|
|
|
|
27.69
|
|
|
|
149,596
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55,704
|
|
|
|
26.85
|
|
|
|
301,359
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62,963
|
|
|
|
28.02
|
|
|
|
379,667
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,905
|
|
|
|
28.91
|
|
|
|
190,495
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59,807
|
|
|
|
28.91
|
|
|
|
380,971
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,322
|
|
|
|
33.36
|
|
|
|
175,369
|
|
James B. Lipham
|
|
|
1-31-07
|
|
|
|
1-19-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,035
|
|
|
|
|
|
|
|
|
|
|
|
124,682
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
295,375
|
|
|
|
590,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,717
|
|
|
|
18.87
|
|
|
|
92,916
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,933
|
|
|
|
27.62
|
|
|
|
52,863
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
382,921
|
|
|
|
30.29
|
|
|
|
1,079,837
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,734
|
|
|
|
27.69
|
|
|
|
52,082
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,062
|
|
|
|
26.85
|
|
|
|
119,355
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,644
|
|
|
|
28.02
|
|
|
|
70,213
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,204
|
|
|
|
28.91
|
|
|
|
71,369
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,403
|
|
|
|
28.91
|
|
|
|
142,707
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,214
|
|
|
|
33.36
|
|
|
|
67,172
|
|
M. Troy Woods
|
|
|
1-31-07
|
|
|
|
1-19-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,411
|
|
|
|
|
|
|
|
|
|
|
|
229,000
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
500,000
|
|
|
|
1,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,012
|
|
|
|
23.90
|
|
|
|
97,111
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,555
|
|
|
|
18.87
|
|
|
|
108,852
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,157
|
|
|
|
27.62
|
|
|
|
60,736
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
382,921
|
|
|
|
30.29
|
|
|
|
1,079,837
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,630
|
|
|
|
27.69
|
|
|
|
59,837
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,400
|
|
|
|
26.85
|
|
|
|
142,824
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,415
|
|
|
|
28.02
|
|
|
|
129,132
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,538
|
|
|
|
28.91
|
|
|
|
130,827
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41,073
|
|
|
|
28.91
|
|
|
|
261,635
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,597
|
|
|
|
33.36
|
|
|
|
123,376
|
|
William A. Pruett
|
|
|
1-31-07
|
|
|
|
1-19-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,806
|
|
|
|
|
|
|
|
|
|
|
|
148,505
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
353,600
|
|
|
|
707,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,012
|
|
|
|
23.90
|
|
|
|
97,111
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,555
|
|
|
|
18.87
|
|
|
|
108,852
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,157
|
|
|
|
27.62
|
|
|
|
60,736
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
382,921
|
|
|
|
30.29
|
|
|
|
1,079,837
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,630
|
|
|
|
27.69
|
|
|
|
59,837
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,400
|
|
|
|
26.85
|
|
|
|
142,824
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,411
|
|
|
|
28.02
|
|
|
|
80,868
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,125
|
|
|
|
28.91
|
|
|
|
83,606
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,244
|
|
|
|
28.91
|
|
|
|
167,174
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,356
|
|
|
|
33.36
|
|
|
|
80,002
|
|
29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
|
|
|
Grant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
Awards:
|
|
|
Exercise
|
|
|
Date Fair
|
|
|
|
|
|
|
|
|
|
Estimated Future Payouts
|
|
|
Estimated Future Payouts
|
|
|
Number of
|
|
|
Number of
|
|
|
or Base
|
|
|
Value of
|
|
|
|
|
|
|
|
|
|
Under Non-Equity Incentive
|
|
|
Under Equity Incentive
|
|
|
Shares of
|
|
|
Securities
|
|
|
Price of
|
|
|
Stock
|
|
|
|
|
|
|
Action
|
|
|
Plan Awards(2)
|
|
|
Plan Awards
|
|
|
Stock or
|
|
|
Underlying
|
|
|
Option
|
|
|
and
|
|
|
|
Grant
|
|
|
Date
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Units
|
|
|
Options
|
|
|
Awards
|
|
|
Option
|
|
Name
|
|
Date
|
|
|
(1)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)(3)
|
|
|
(#)(4)(5)
|
|
|
($/Sh)
|
|
|
Awards
|
|
|
Kenneth L. Tye
|
|
|
1-31-07
|
|
|
|
1-19-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,551
|
|
|
|
|
|
|
|
|
|
|
$
|
140,626
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0
|
|
|
$
|
340,000
|
|
|
$
|
680,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,764
|
|
|
$
|
23.90
|
|
|
|
41,204
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,054
|
|
|
|
18.87
|
|
|
|
87,168
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,616
|
|
|
|
27.62
|
|
|
|
51,741
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
382,921
|
|
|
|
30.29
|
|
|
|
1,079,837
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,463
|
|
|
|
27.69
|
|
|
|
50,974
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,487
|
|
|
|
26.85
|
|
|
|
121,655
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,845
|
|
|
|
28.02
|
|
|
|
71,425
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,207
|
|
|
|
28.91
|
|
|
|
77,759
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,410
|
|
|
|
28.91
|
|
|
|
155,492
|
|
|
|
|
12-31-07
|
|
|
|
12-18-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,647
|
|
|
|
33.36
|
|
|
|
75,756
|
|
|
|
|
(1)
|
|
The TSYS Compensation Committee met
on January 19, 2007 and approved the grant of TSYS
restricted stock awards to the named executive officers
effective January 31, 2007. On December 18, 2007, in
connection with the Spin-Off and conversion of stock options
described in footnote (4) below, the TSYS Compensation
Committee approved the grant of TSYS stock option awards
effective December 31, 2007.
|
|
(2)
|
|
The amounts shown in this column
represent the minimum, target and maximum amounts payable under
TSYS Executive Cash Bonus Plan for 2007. Awards are paid
in cash and are based upon attainment of adjusted earnings per
share percentage change goals.
|
|
(3)
|
|
The number set forth in this column
reflects the number of shares of TSYS restricted stock awarded
to each executive during 2007. The restricted stock awards vest
over a three-year period, with one-third of the shares vesting
on each of the first, second and third anniversaries of the date
of grant. Vesting is based upon continued employment through the
vesting date. Dividends are paid on the restricted stock award
shares. This reflects long-term incentive equity awards for the
2004-2006
performance period.
|
|
(4)
|
|
The numbers set forth in this
column reflect Synovus stock options that had previously been
granted to the named executive officers which were converted
into TSYS stock options in connection with the Spin-Off. The
conversion was accomplished by the cancellation of the
outstanding Synovus stock options by the Synovus Compensation
Committee and the grant of replacement TSYS stock options by the
TSYS Compensation Committee. The exercise price and number of
the TSYS replacement stock options was adjusted so that,
immediately following the Spin-Off, each named executive officer
had approximately the same spread (the difference
between the fair market value of a stock option and the
options exercise price) with respect to each replacement
TSYS option as the previous Synovus options
spread immediately preceding the Spin-Off. Except
for the change in form of equity from Synovus to TSYS stock and
the corresponding adjustments to the exercise price and number
of shares to retain the same spread, the replacement
TSYS options are subject to the same terms and conditions as the
original Synovus options. The vesting schedule for each
replacement TSYS option is set forth in the Outstanding
Equity Awards at Fiscal Year End table below.
|
|
(5)
|
|
On January 24, 2007, the
Synovus Compensation Committee met and approved the grant of
Synovus stock option awards to the named executive officers
effective January 31, 2007. Messrs. Tomlinson, Lipham,
Woods, Pruett and Tye were granted 30,630, 11,715, 21,516,
13,952 and 13,212 Synovus stock options, respectively, at an
exercise price of $31.93, the closing price of Synovus on the
date of grant. The Synovus option awards had a grant date fair
value of $221,149, $84,582, $155,346, $100,733 and $95,391 with
respect to Messrs. Tomlinson, Lipham, Woods, Pruett and
Tye, respectively. The Synovus stock options vest over a
three-year period, with one-third of the shares vesting on each
of the first, second and third anniversaries of the date of
grant. Vesting is based upon continued employment through the
vesting date. These Synovus options were converted into TSYS
options effective December 31, 2007 in accordance with
process described in footnote (4) above and are represented
by the last number in this column with respect to each
executive. This reflects long-term incentive equity awards for
the
2004-2006
performance period.
|
30
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
Number
|
|
|
|
|
|
of
|
|
|
Incentive Plan
|
|
|
|
|
|
|
|
|
|
Plan
|
|
|
|
|
|
|
|
|
of
|
|
|
|
|
|
Unearned
|
|
|
Awards:
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Market
|
|
|
Shares,
|
|
|
Market or
|
|
|
|
Number of
|
|
|
Number of
|
|
|
Number of
|
|
|
|
|
|
|
|
|
or Units
|
|
|
Value of
|
|
|
Units or
|
|
|
Payout Value of
|
|
|
|
Securities
|
|
|
Securities
|
|
|
Securities
|
|
|
|
|
|
|
|
|
of Stock
|
|
|
Shares or
|
|
|
Other
|
|
|
Unearned
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
That
|
|
|
Units of
|
|
|
Rights
|
|
|
Shares, Units or
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Option
|
|
|
|
|
|
Have
|
|
|
Stock That
|
|
|
That
|
|
|
Other Rights
|
|
|
|
Options
|
|
|
Options
|
|
|
Unearned
|
|
|
Exercise
|
|
|
Option
|
|
|
Not
|
|
|
Have Not
|
|
|
Have Not
|
|
|
That Have Not
|
|
|
|
(#)
|
|
|
(#)
|
|
|
Options
|
|
|
Price
|
|
|
Expiration
|
|
|
Vested
|
|
|
Vested
|
|
|
Vested
|
|
|
Vested
|
|
Name
|
|
Exercisable(1)
|
|
|
Unexercisable(1)
|
|
|
(#)
|
|
|
($)(1)
|
|
|
Date
|
|
|
(#)
|
|
|
($)
|
|
|
(#)
|
|
|
($)
|
|
|
Philip W. Tomlinson(2)
|
|
|
62,020
|
|
|
|
|
|
|
|
|
|
|
$
|
23.90
|
|
|
|
02/08/2009
|
|
|
|
|
|
|
|
|
|
|
|
44,347
|
|
|
$
|
1,241,716
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,025
|
|
|
|
|
|
|
|
|
|
|
|
18.87
|
|
|
|
01/19/2010
|
|
|
|
29,503
|
|
|
$
|
826,084
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,596
|
|
|
|
|
|
|
|
|
|
|
|
27.62
|
|
|
|
01/16/2011
|
|
|
|
10,550
|
|
|
|
295,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
478,652
|
|
|
|
|
|
|
|
30.29
|
|
|
|
05/09/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,576
|
|
|
|
|
|
|
|
|
|
|
|
27.69
|
|
|
|
04/28/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55,704
|
|
|
|
|
|
|
|
|
|
|
|
26.85
|
|
|
|
01/20/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62,963
|
|
|
|
|
|
|
|
28.02
|
|
|
|
01/20/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,905
|
|
|
|
|
|
|
|
|
|
|
|
28.91
|
|
|
|
01/30/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59,807
|
|
|
|
|
|
|
|
28.91
|
|
|
|
01/30/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,332
|
|
|
|
|
|
|
|
33.36
|
|
|
|
01/31/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James B. Lipham(3)
|
|
|
10,717
|
|
|
|
|
|
|
|
|
|
|
|
18.87
|
|
|
|
01/19/2010
|
|
|
|
4,728
|
|
|
|
132,384
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,933
|
|
|
|
|
|
|
|
|
|
|
|
27.62
|
|
|
|
01/16/2011
|
|
|
|
11,052
|
|
|
|
309,456
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
382,921
|
|
|
|
|
|
|
|
30.29
|
|
|
|
05/09/2011
|
|
|
|
4,035
|
|
|
|
112,980
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,734
|
|
|
|
|
|
|
|
|
|
|
|
27.69
|
|
|
|
04/28/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,062
|
|
|
|
|
|
|
|
|
|
|
|
26.85
|
|
|
|
01/20/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,644
|
|
|
|
|
|
|
|
28.02
|
|
|
|
01/20/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,204
|
|
|
|
|
|
|
|
|
|
|
|
28.91
|
|
|
|
01/30/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,403
|
|
|
|
|
|
|
|
28.91
|
|
|
|
01/30/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,214
|
|
|
|
|
|
|
|
33.36
|
|
|
|
01/31/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
M. Troy Woods(4)
|
|
|
23,012
|
|
|
|
|
|
|
|
|
|
|
|
23.90
|
|
|
|
02/08/2009
|
|
|
|
8,696
|
|
|
|
243,488
|
|
|
|
31,304
|
|
|
|
876,512
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,555
|
|
|
|
|
|
|
|
|
|
|
|
18.87
|
|
|
|
01/19/2010
|
|
|
|
20,261
|
|
|
|
567,308
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,157
|
|
|
|
|
|
|
|
|
|
|
|
27.62
|
|
|
|
01/16/2011
|
|
|
|
7,411
|
|
|
|
207,508
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
382,921
|
|
|
|
|
|
|
|
30.29
|
|
|
|
05/09/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,630
|
|
|
|
|
|
|
|
|
|
|
|
27.69
|
|
|
|
04/28/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,400
|
|
|
|
|
|
|
|
|
|
|
|
26.85
|
|
|
|
01/20/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,415
|
|
|
|
|
|
|
|
28.02
|
|
|
|
01/20/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,538
|
|
|
|
|
|
|
|
|
|
|
|
28.91
|
|
|
|
01/30/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41,073
|
|
|
|
|
|
|
|
28.91
|
|
|
|
01/30/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,597
|
|
|
|
|
|
|
|
33.36
|
|
|
|
01/13/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William A. Pruett(5)
|
|
|
23,012
|
|
|
|
|
|
|
|
|
|
|
|
23.90
|
|
|
|
02/08/2009
|
|
|
|
5,446
|
|
|
|
152,488
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,555
|
|
|
|
|
|
|
|
|
|
|
|
18.87
|
|
|
|
01/19/2010
|
|
|
|
12,947
|
|
|
|
362,516
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,157
|
|
|
|
|
|
|
|
|
|
|
|
27.62
|
|
|
|
01/16/2011
|
|
|
|
4,806
|
|
|
|
134,568
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
382,921
|
|
|
|
|
|
|
|
30.29
|
|
|
|
05/09/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,630
|
|
|
|
|
|
|
|
|
|
|
|
27.69
|
|
|
|
04/28/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,400
|
|
|
|
|
|
|
|
|
|
|
|
26.85
|
|
|
|
01/20/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,411
|
|
|
|
|
|
|
|
28.02
|
|
|
|
01/20/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,125
|
|
|
|
|
|
|
|
|
|
|
|
28.91
|
|
|
|
01/30/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,244
|
|
|
|
|
|
|
|
28.91
|
|
|
|
01/30/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,356
|
|
|
|
|
|
|
|
33.36
|
|
|
|
01/31/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth L. Tye(6)
|
|
|
9,764
|
|
|
|
|
|
|
|
|
|
|
|
23.90
|
|
|
|
02/08/2009
|
|
|
|
4,810
|
|
|
|
134,680
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,054
|
|
|
|
|
|
|
|
|
|
|
|
18.87
|
|
|
|
01/19/2010
|
|
|
|
12,042
|
|
|
|
337,176
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,616
|
|
|
|
|
|
|
|
|
|
|
|
27.62
|
|
|
|
01/16/2011
|
|
|
|
4,551
|
|
|
|
127,428
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
382,921
|
|
|
|
|
|
|
|
30.29
|
|
|
|
05/09/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,463
|
|
|
|
|
|
|
|
|
|
|
|
27.69
|
|
|
|
04/28/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,487
|
|
|
|
|
|
|
|
|
|
|
|
26.85
|
|
|
|
01/20/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,845
|
|
|
|
|
|
|
|
28.02
|
|
|
|
01/20/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,207
|
|
|
|
|
|
|
|
|
|
|
|
28.91
|
|
|
|
01/30/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,410
|
|
|
|
|
|
|
|
28.91
|
|
|
|
01/30/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,647
|
|
|
|
|
|
|
|
33.36
|
|
|
|
01/31/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31
|
|
|
(1)
|
|
In connection with the Spin-Off,
all outstanding Synovus stock options that had previously been
granted to the named executive officers were converted into TSYS
stock options. The conversion was accomplished by the
cancellation of the outstanding Synovus stock options by the
Synovus Compensation Committee and the grant of replacement TSYS
stock options by the TSYS Compensation Committee. The exercise
price and number of the TSYS replacement stock options was
adjusted so that, immediately following the Spin-Off, each named
executive officer had approximately the same spread
(the difference between the fair market value of a stock option
and the options exercise price) with respect to each
replacement TSYS option as the previous Synovus options
spread immediately preceding the Spin-Off. The
conversion ratio was determined using a formula based on
Synovus closing price on the NYSE immediately preceding
the Spin-Off and TSYS average volume-weighted trading
price on the NYSE for the 10 trading days immediately following
the Spin-Off. Except for the change in form of equity from
Synovus to TSYS stock and the corresponding adjustments to the
exercise price and number of shares to retain the same
spread, the replacement TSYS options are subject to
the same terms and conditions as the original Synovus options.
As a result of this conversion, all of the stock options listed
in this table for each executive are TSYS stock options.
|
|
(2)
|
|
With respect to
Mr. Tomlinsons unexercisable stock options, the
478,652 share grant vests on May 10, 2008, the
62,963 share grant vests on January 21, 2008, the
59,807 share grant vests in equal installments on
January 31, 2008 and January 31, 2009, and the
29,322 share grant vests in equal installments of one-third
each on January 31, 2008, January 31, 2009 and
January 31, 2010. The 62,963, 59,807 and 29,322 share
grants also vest upon retirement, death or disability, a change
of control, or upon an involuntary termination not for cause.
With respect to Mr. Tomlinsons 29,503 share
restricted stock award that has not vested, the award vests in
equal installments on January 31, 2008 and January 31,
2009, and the 10,550 restricted share grant vests in three equal
installments on January 31, 2008, January 31, 2009 and
January 31, 2010. In addition, the performance-based
restricted stock award of 73,913 shares granted to
Mr. Tomlinson in 2005 vests as follows: the restricted
shares have seven one-year performance periods
(2005-2011).
During each performance period, the Compensation Committee
establishes an earnings per share goal and, if such goal is
attained during any performance period, 20% of the restricted
shares will vest. As of December 31, 2007, 44,347 of the
73,913 shares had not vested.
|
|
(3)
|
|
With respect to
Mr. Liphams unexercisable stock options, the
382,921 share grant vests on May 10, 2008, the
11,644 share grant vests on January 21, 2008, the
22,403 share grant vests in equal installments on
January 31, 2008 and January 31, 2009, and the
11,214 share grant vests in equal installments of one-third
each on January 31, 2008, January 31, 2009 and
January 31, 2010. The 11,644, 22,403 and 11,214 share
grants also vest upon retirement, death or disability, a change
of control, or upon an involuntary termination not for cause.
With respect to Mr. Liphams restricted stock awards
that have not vested, the 4,728 restricted share grant vests on
January 21, 2008, the 11,052 restricted share grant vests
in equal installments on January 31, 2008 and
January 31, 2009, and the 4,035 restricted share grant
vests in three equal installments on January 31, 2008,
January 31, 2009 and January 31, 2010.
|
|
(4)
|
|
With respect to
Mr. Woods unexercisable stock options, the
382,921 share grant vests on May 10, 2008, the
21,415 share grant vests on January 21, 2008, the
41,073 share grant vests in equal installments on
January 31, 2008 and January 31, 2009, and the
20,597 share grant vests in equal installments of one-third
each on January 31, 2008, January 31, 2009 and
January 31, 2010. The 21,415, 41,073 and 20,597 share
grants also vest upon retirement, death or disability, a change
of control, or upon an involuntary termination not for cause.
With respect to Mr. Woods restricted stock awards
that have not vested, the 8,696 restricted share grant vests on
January 21, 2008, the 20,261 restricted share grant vests
in equal installments on January 31, 2008 and
January 31, 2009, and the 7,411 restricted share grant
vests in three equal installments on January 31, 2008,
January 31, 2009 and January 31, 2010. In addition,
the performance-based restricted stock award of
52,174 shares granted to Mr. Woods in 2005 vests as
follows: the restricted shares have seven one-year performance
periods
(2005-2011).
During each performance period, the Compensation Committee
establishes an earnings per share goal and, if such goal is
attained during any performance period, 20% of the restricted
shares will vest. As of December 31, 2007, 31,304 of the
52,174 shares had not vested.
|
|
(5)
|
|
With respect to
Mr. Pruetts unexercisable stock options, the
382,921 share grant vests on May 10, 2008, the
13,411 share grant vests on January 21, 2008, the
26,244 share grant vests in equal installments on
January 31, 2008 and January 31, 2009, and the
13,356 share grant vests in equal installments of one-third
each on January 31, 2008, January 31, 2009 and
January 31, 2010. The 13,411, 26,244 and 13,356 share
grants also vest upon retirement, death or disability, a change
of control, or upon an involuntary termination not for cause.
With respect to Mr. Pruetts restricted stock awards
that have not vested, the 5,446 restricted share grant vests on
January 21, 2008, the 12,947 restricted share grant vests
in equal installments on January 31, 2008 and
January 31, 2009, and the 4,806 restricted share grant
vests in three equal installments on January 31, 2008,
January 31, 2009 and January 31, 2010.
|
|
(6)
|
|
With respect to Mr. Tyes
unexercisable stock options, the 382,921 share grant vests
on May 10, 2008, the 11,845 share grant vests on
January 21, 2008, the 24,410 share grant vests in
equal installments on January 31, 2008 and January 31,
2009, and the 12,647 share grant vests in equal
installments of one-third each on January 31, 2008,
January 31, 2009 and January 31, 2010. The 11,845,
24,410 and 12,647 share grants also vest upon retirement,
death or disability, a change of control, or upon an involuntary
termination not for cause. With respect to Mr. Tyes
restricted stock awards that have not vested, the 4,810
restricted share grant vests on January 21, 2008, the
12,042 restricted share grant vests in equal installments on
January 31, 2008 and January 31, 2009, and the 4,551
restricted share grant vests in three equal installments on
January 31, 2008, January 31, 2009 and
January 31, 2010.
|
32
POTENTIAL
PAYOUTS UPON TERMINATION OR
CHANGE-IN-CONTROL
TSYS has entered into change of control agreements with its
named executive officers. Under these agreements, benefits are
payable upon the occurrence of two events (also known as a
double trigger). The first event is a change of
control and the second event is the actual or constructive
termination of the executive within two years following the date
of the change of control. Change of control is
defined, in general, as the acquisition of 20% of TSYS
stock by any person as defined under the Securities
Exchange Act of 1934, turnover of more than one-third of the
Board of Directors of TSYS, or a merger of TSYS with another
company if the former shareholders of Synovus or TSYS own less
than 60% of the surviving company. For purposes of these
agreements, a constructive termination is a material adverse
reduction in an executives position, duties or
responsibilities, relocation of the executive more than
35 miles from where the executive is employed, or a
material reduction in the executives base salary, bonus or
other employee benefit plans.
In the event payments are triggered under the agreements, each
executive will receive three times his or her base salary as in
effect prior to the termination, three times a percentage of his
or her base salary equal to the average short-term incentive
award percentage earned over the previous three calendar years
prior to the termination, as well as a pro rata short-term
incentive award calculated at target for the year of
termination. These amounts are paid to the executive in a single
lump-sum cash payment. Each executive will also receive health
and welfare benefits for a three year period following the
second triggering event. In addition, each executive will
receive an amount that is designed to
gross-up
the executive for any excise taxes that are payable by the
executive as a result of the payments under the agreement, but
only if the total change of control payments to the executive
exceed 110% of the applicable IRS cap. The following table
quantifies the estimated amounts that would be payable under the
change of control agreements, assuming the triggering events
occurred on December 31, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro-Rata
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3-Yrs
|
|
|
Target
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term
|
|
|
Short-Term
|
|
|
Health &
|
|
|
Stock
|
|
|
Stock
|
|
|
|
|
|
|
|
|
|
3x
|
|
|
Incentive
|
|
|
Incentive
|
|
|
Welfare
|
|
|
Award
|
|
|
Option
|
|
|
Excise Tax
|
|
|
|
|
|
|
Base Salary
|
|
|
Award
|
|
|
Award
|
|
|
Benefits
|
|
|
Vesting
|
|
|
Vesting(1)
|
|
|
Gross-up(2)
|
|
|
Total
|
|
|
Philip W. Tomlinson
|
|
$
|
2,223,000
|
|
|
$
|
3,001,050
|
|
|
$
|
741,000
|
|
|
$
|
56,772
|
|
|
$
|
2,363,200
|
|
|
$
|
0
|
|
|
$
|
|
|
|
$
|
8,385,022
|
|
James B. Lipham
|
|
|
1,042,500
|
|
|
|
1,077,216
|
|
|
|
295,375
|
|
|
|
56,772
|
|
|
|
554,820
|
|
|
|
0
|
|
|
|
|
|
|
|
3,026,683
|
|
M. Troy Woods
|
|
|
1,500,000
|
|
|
|
2,025,000
|
|
|
|
500,000
|
|
|
|
56,772
|
|
|
|
1,894,816
|
|
|
|
0
|
|
|
|
441,904
|
|
|
|
6,418,492
|
|
William A. Pruett
|
|
|
1,248,000
|
|
|
|
1,289,560
|
|
|
|
353,600
|
|
|
|
56,772
|
|
|
|
649,572
|
|
|
|
0
|
|
|
|
|
|
|
|
3,597,504
|
|
Kenneth L. Tye
|
|
|
1,200,000
|
|
|
|
1,239,600
|
|
|
|
340,000
|
|
|
|
56,772
|
|
|
|
599,284
|
|
|
|
0
|
|
|
|
572,301
|
|
|
|
4,007,957
|
|
|
|
|
(1)
|
|
Estimated by multiplying number of
options that vest upon change of control by difference in fair
market value on December 31, 2007 and exercise price.
Because fair market value of TSYS stock on December 31,
2007 was less than the exercise price of all unvested options
held by each named executive officer, amount is estimated at
zero for each named executive officer. Stock options also vest
upon retirement, death, disability or involuntary termination of
employment not for cause.
|
|
(2)
|
|
Estimated using entire amount in
Stock Award Vesting and Stock Option
Vesting columns and dividing the estimated excise tax
amount by 43.55%, which percentage is designed to calculate the
amount of
gross-up
payment necessary so the executive is placed in the same
position as though the excise tax did not apply. No
gross-up
payment is made if change of control payments do not exceed
applicable IRS cap by 110%.
|
Executives who receive these benefits are subject to a
confidentiality obligation with respect to secret and
confidential information about TSYS. There are no provisions
regarding a waiver of this confidentiality obligation. No
perquisites or other personal benefits are payable under the
change of control agreements.
The Non-Qualified Deferred Compensation Table sets forth the
amount and form of deferred compensation benefits that the named
executive officers would be entitled to receive upon their
termination of employment.
33
OPTION
EXERCISES AND STOCK VESTED
for the Year Ended December 31, 2007
The following table sets forth the number and corresponding
value realized during 2007 with respect to TSYS and Synovus
stock options that were exercised and TSYS restricted shares
that vested for each named executive officer.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
Number of Shares
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
Acquired on
|
|
|
Value Realized
|
|
|
Shares Acquired
|
|
|
Value Realized
|
|
|
|
Exercise
|
|
|
on Exercise
|
|
|
on Vesting
|
|
|
on Vesting
|
|
Name
|
|
(#)
|
|
|
($)
|
|
|
(#)
|
|
|
($)
|
|
|
Philip W. Tomlinson
|
|
|
60,715
|
|
|
$
|
856,768
|
|
|
|
14,783
|
|
|
$
|
459,576
|
|
|
|
|
75,600
|
|
|
|
388,206
|
|
|
|
14,530
|
|
|
|
448,977
|
|
|
|
|
150
|
|
|
|
1,995
|
|
|
|
|
|
|
|
|
|
|
|
|
100,000
|
|
|
|
1,906,550
|
|
|
|
|
|
|
|
|
|
|
|
|
97,500
|
|
|
|
1,789,934
|
|
|
|
|
|
|
|
|
|
|
|
|
97,500
|
|
|
|
1,561,638
|
|
|
|
|
|
|
|
|
|
James B. Lipham
|
|
|
19,948
|
|
|
|
1,696
|
|
|
|
5,443
|
|
|
|
168,189
|
|
|
|
|
60,000
|
|
|
|
1,105,326
|
|
|
|
|
|
|
|
|
|
M. Troy Woods
|
|
|
26,568
|
|
|
|
304,235
|
|
|
|
10,435
|
|
|
|
322,442
|
|
|
|
|
5,000
|
|
|
|
83,009
|
|
|
|
9,978
|
|
|
|
308,320
|
|
William A. Pruett
|
|
|
31,518
|
|
|
|
413,532
|
|
|
|
6,376
|
|
|
|
197,018
|
|
|
|
|
27,800
|
|
|
|
129,776
|
|
|
|
|
|
|
|
|
|
|
|
|
150
|
|
|
|
1,776
|
|
|
|
|
|
|
|
|
|
|
|
|
34,700
|
|
|
|
555,495
|
|
|
|
|
|
|
|
|
|
Kenneth L. Tye
|
|
|
|
|
|
|
|
|
|
|
5,930
|
|
|
|
183,237
|
|
NONQUALIFIED
DEFERRED COMPENSATION
for the Year Ended December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
|
|
|
Registrant
|
|
|
Aggregate
|
|
|
Aggregate
|
|
|
Aggregate
|
|
|
|
Contributions
|
|
|
Contributions
|
|
|
Earnings in
|
|
|
Withdrawals/
|
|
|
Balance at
|
|
|
|
in Last FY
|
|
|
in Last FY
|
|
|
Last FY
|
|
|
Distributions
|
|
|
Last FYE
|
|
Name
|
|
($)
|
|
|
($)
|
|
|
($)(1)
|
|
|
($)
|
|
|
($)(2)
|
|
|
Philip W. Tomlinson
|
|
|
|
|
|
$
|
257,118
|
|
|
$
|
75,591
|
|
|
|
|
|
|
$
|
1,046,259
|
|
James B. Lipham
|
|
|
|
|
|
|
86,915
|
|
|
|
27,595
|
|
|
|
|
|
|
|
321,048
|
|
M. Troy Woods
|
|
$
|
40,000
|
|
|
|
166,601
|
|
|
|
51,292
|
|
|
|
|
|
|
|
642,641
|
|
William A. Pruett
|
|
|
|
|
|
|
109,391
|
|
|
|
18,247
|
|
|
|
|
|
|
|
365,875
|
|
Kenneth L. Tye
|
|
|
|
|
|
|
100,339
|
|
|
|
20,259
|
|
|
|
|
|
|
|
339,537
|
|
|
|
|
(1)
|
|
The amount reported in this column
is reported in the Summary Compensation Table for 2007 as
All Other Compensation.
|
|
(2)
|
|
Of the balances reported in this
column, the amounts of $319,683, $105,136, $199,491, $120,735
and $122,233 with respect to Messrs. Tomlinson, Lipham,
Woods, Pruett and Tye, respectively, were reported in the
Summary Compensation Table as All Other Compensation
in previous years. In addition, Mr. Woods balance
includes deferred director fees and earnings on those fees of
$80,074.
|
The Deferred Plan replaces benefits lost by executives under the
qualified retirement plans due to IRS limits. Executives are
also permitted to defer all or a portion of their base salary or
short-term incentive award, although no named executive officers
did so for the last fiscal year. Amounts deferred under the
Deferred Plan are deposited into a rabbi trust, and executives
are permitted to invest their accounts in mutual funds that are
generally the same as the mutual funds available in the
qualified 401(k) plan. Deferred Plan participants may elect to
withdraw their accounts as of a specified date or upon their
termination of employment. Distributions can be made in a single
lump sum or in annual installments over a 2-10 year period,
as elected by the executive. The Directors Deferred Compensation
Plan permits directors to elect to defer director fees pursuant
to similar distribution and investment alternatives as the
Deferred Plan.
34
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Related
Party Transaction Policy
TSYS Board of Directors has adopted a written policy for
the review, approval or ratification of certain transactions
with related parties of TSYS, which policy is administered by
the Corporate Governance and Nominating Committee. Transactions
that are covered under the policy include any transaction,
arrangement or relationship, or series of similar transactions,
arrangements or relationships, in which: (1) the aggregate
amount involved will or may be expected to exceed $120,000 in
any calendar year; (2) TSYS is a participant; and
(3) any related party of TSYS (such as an executive
officer, director, nominee for election as a director or greater
than 5% beneficial owner of TSYS stock, or their immediate
family members) has or will have a direct or indirect interest.
Among other factors considered by the Committee when reviewing
the material facts of related party transactions, the Committee
must take into account whether the transaction is on terms no
less favorable than terms generally available to an unaffiliated
third party under the same or similar circumstances and the
extent of the related partys interest in the transaction.
Certain categories of transactions have standing pre-approval
under the policy, including the following:
|
|
|
|
|
the employment of non-executive officers who are immediate
family members of a related party of TSYS so long as the annual
compensation received by this person does not exceed $250,000,
which employment is reviewed by the Committee at its next
regularly scheduled meeting;
|
|
|
|
certain limited charitable contributions by TSYS, which
transactions are reviewed by the Committee at its next regularly
scheduled meeting; and
|
|
|
|
during 2007, transactions between TSYS and Synovus, as these
transactions are, in general, required by banking laws to be on
substantially the same terms as those prevailing at the time for
comparable transactions with non-related parties. (This
provision was deleted from the policy subsequent to the
Spin-Off.)
|
In addition, the policy does not apply to transactions which
occurred, or in the case of ongoing transactions, transactions
which began, prior to the date of the adoption of the policy by
the TSYS Board.
Related
Party Transactions
TSYS is a party to a Joint Ownership Agreement with Synovus and
W.C.B. Air L.L.C. pursuant to which they jointly own or lease
aircraft. W.C. Bradley Co. owns all of the limited liability
interests of W.C. B. Air. The parties have each agreed to pay
fixed fees for each hour they fly the aircraft owned
and/or
leased pursuant to the Joint Ownership Agreement. TSYS paid
$1,694,712 for its use of the aircraft during 2007. The charges
payable by TSYS in connection with its use of this aircraft
approximate charges available to unrelated third parties in the
State of Georgia for use of comparable aircraft for commercial
purposes.
The Joint Ownership Agreement was restructured and amended
during 2007 to add TSYS as a party. In connection with this
restructuring: (1) TSYS paid W.C.B. Air $2,419,478; and
(2) TSYS paid Columbus Bank and Trust Company, a
wholly owned subsidiary of Synovus (CB&T),
$9,670,589. The amounts paid by TSYS in connection with the
restructuring were established using current fair market values
of the assets involved.
During 2007, TSYS also leased office space in Columbus, Georgia
at fair market value from W.C. Bradley Co. for lease payments of
$779,272. Also during 2007, W.C. Bradley Co. paid a subsidiary
of TSYS $267,682 for various printing services. The charges for
these services are comparable to charges between similarly
situated unrelated third parties for similar services. James H.
Blanchard, a director of TSYS and Synovus, is a director of W.C.
Bradley Co. James D. Yancey, a director of Synovus and TSYS and
Chairman of the Board of CB&T, is a director of W.C.
Bradley Co. John T. Turner, a director of W.C. Bradley Co., is a
director of TSYS and CB&T. William B. Turner, Jr.,
John T. Turners brother, is an officer and director of
W.C. Bradley Co. and is also a director of Synovus and
CB&T. W. Walter Miller, Jr., a director of W.C.
Bradley Co., is a director of TSYS. The payments to W.C. Bradley
Co. by TSYS and the payments to TSYS by W.C. Bradley Co.
represent less than 2% of W.C. Bradley Co.s
2007 gross revenues.
35
During 2007, TSYS paid $418,889 to Communicorp, Inc. for
printing, marketing and promotional services, which payments are
comparable to payments between similarly situated unrelated
third parties for similar services. Communicorp is a wholly
owned subsidiary of Aflac Incorporated. Kriss Cloninger III, a
director of TSYS, is President and Chief Financial Officer of
Aflac. The payments by TSYS to Aflac represent less than .003%
of Aflacs 2007 gross revenues.
John Dale Hester, a
son-in-law
of Richard W. Ussery, a director of TSYS, was employed by TSYS
as a senior director of sales and marketing during 2007.
Mr. Hester received $140,201 in compensation during 2007.
Mack Paul Daffin, Jr., a
son-in-law
of Philip W. Tomlinson, Chairman of the Board and Chief
Executive Officer of TSYS, was employed by a subsidiary of TSYS
as an Executive Vice President and Chief Information Officer
during 2007. Mr. Daffin received $172,142 in compensation
during 2007. Roderick Cowan Hunter, the
son-in-law
of director James D. Yancey, was employed by TSYS as a director
of sales and marketing during 2007. Mr. Hunter received
$122,404 in compensation during 2007. The compensation received
by the employees listed above is determined under the standard
compensation practices of TSYS.
For information about transactions with an entity that is an
affiliate of Walter W. Driver, Jr., a director of TSYS, see
Compensation Committee Interlocks and Insider
Participation on page 5.
The restructuring of the Joint Ownership Agreement with respect
to aircraft to which a subsidiary of W.C. Bradley Co. was a
party and the engagement of Goldman, Sachs & Co. in
connection with the Spin-Off were approved pursuant to
TSYS Related Party Transaction Policy. None of the other
transactions described above required review, approval or
ratification under TSYS Related Party Transaction Policy
as they occurred or began prior to the adoption of the policy by
the TSYS Board.
For a description of certain transactions between TSYS and its
affiliated companies, upon whose boards of directors certain of
TSYS directors also serve, see Electronic Payment
Processing Services Provided to CB&T and Certain of
Synovus Subsidiaries; Other Agreements Between TSYS,
Synovus, CB&T and Certain of Synovus
Subsidiaries on page 38.
Other
Information About Board Independence
In addition to the information set forth under the caption
Related Party Transactions above, the Board also
considered the following relationships in evaluating the
independence of TSYS independent directors and determined
that none of the relationships constitute a material
relationship with TSYS:
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Synovus provided lending
and/or other
financial services to each of Messrs. Bradley, Cloninger,
Harris, Lampton, Miller, Page and Turner and Ms. Yarbrough,
their immediate family members
and/or their
affiliated organizations during 2007 in the ordinary course of
business and on substantially the same terms as those available
to unrelated parties. These relationships meet the Boards
categorical standards for independence;
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An immediate family member of each of Mr. Bradley and
Ms. Yarbrough was compensated as a non-executive employee
of Synovus during 2007, which employment was in accordance with
the Boards categorical standards for independence; and
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Entities affiliated with Messrs. Cloninger and Clough and
an immediate family member of Mr. Turner made payments to
or received payments from TSYS
and/or
Synovus for property or services in the ordinary course of
business during 2007 which payments did not approach the 2% of
consolidated gross revenues threshold set forth in the
Boards categorical standards for independence.
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36
PRINCIPAL
SHAREHOLDERS
The following table sets forth the number of shares of TSYS
stock held by the only known holders of more than 5% of the
outstanding shares of TSYS stock as of December 31, 2007.
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Shares of TSYS Stock
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Percentage of Outstanding Shares of
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Beneficially Owned
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TSYS Stock Beneficially Owned
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Name and Address of Beneficial Owner
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as of 12/31/07
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as of 12/31/07
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Synovus Trust Company, N.A.(1)
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23,646,998
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(2)
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11.9
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1148 Broadway
Columbus, Georgia 31901
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(1)
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The shares of TSYS stock held by
Synovus Trust Company are voted by the President of Synovus
Trust Company.
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(2)
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As of December 31, 2007, the
banking, brokerage, investment advisory and trust company
subsidiaries of Synovus, including CB&T through its wholly
owned subsidiary, Synovus Trust Company, held in various
fiduciary or advisory capacities a total of
23,657,607 shares of TSYS stock as to which they possessed
sole or shared voting or investment power. Of this total,
Synovus Trust Company held 21,236,699 shares as to
which it possessed sole voting power, 22,085,387 shares as
to which it possessed sole investment power, 291,834 shares
as to which it possessed shared voting power and
1,481,536 shares as to which it possessed shared investment
power. The other banking, brokerage, investment advisory and
trust subsidiaries of Synovus held 10,609 shares as to
which they possessed shared investment power. Synovus and its
subsidiaries disclaim beneficial ownership of all shares of TSYS
stock which are held by them in various fiduciary, advisory,
non-advisory or agency capacities.
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37
RELATIONSHIPS
BETWEEN TSYS, SYNOVUS, CB&T
AND CERTAIN OF SYNOVUS SUBSIDIARIES
Spin-Off
On October 25, 2007, Synovus, TSYS and CB&T, a wholly
owned banking subsidiary of Synovus which on such date owned
directly approximately 80.8% of TSYS, entered into an Agreement
and Plan of Distribution. On December 31, 2007, pursuant to
the Plan of Distribution, CB&T distributed all of its
shares of TSYS stock to Synovus and Synovus distributed all of
those shares to Synovus shareholders, after which distributions
TSYS became a fully independent, publicly owned company
(previously referred to in this proxy statement as the
Spin-Off). Prior to the Spin-Off, and in accordance
with the Plan of Distribution, TSYS paid a one-time aggregate
cash dividend of $600 million to all TSYS shareholders,
$483,832,082 of which was paid to Synovus.
In addition and pursuant to the Plan of Distribution, Synovus
and TSYS entered into several other agreements to provide a
framework for the relationships between Synovus, CB&T and
TSYS after the Spin-Off. These agreements include the:
(1) Employee Matters Agreement; (2) Transition
Services Agreement; (3) Tax Sharing Agreement;
(4) Indemnification and Insurance Matters Agreement; and
(5) Master Confidential Disclosure Agreement.
The terms of the special dividend, the Spin-Off and the
agreements entered into in connection therewith, were
negotiated, reviewed, and recommended for approval by special
committees of each of Synovus, TSYS and, to the extent
applicable, CB&T, and were subsequently approved by
Synovus Board of Directors, TSYS Board of Directors
and, to the extent applicable, CB&Ts Board of
Directors.
Beneficial
Ownership of TSYS Stock by CB&T
Prior to the Spin-Off, CB&T individually owned
159,630,980 shares of TSYS stock. Synovus controls
CB&T.
Interlocking
Directorates of TSYS, Synovus and CB&T
Three of the eighteen members of and nominees to serve on
TSYS Board of Directors also serve as members of the
Boards of Directors of Synovus and CB&T. They are Richard
E. Anthony, Richard Y. Bradley and James D. Yancey. James H.
Blanchard, Gardiner W. Garrard, Jr., Alfred W. Jones III,
H. Lynn Page, Mason H. Lampton and Philip W. Tomlinson serve as
directors of Synovus. John T. Turner serves as a director of
CB&T.
Electronic
Payment Processing Services Provided to CB&T and Certain of
Synovus Subsidiaries; Other Agreements Between TSYS,
Synovus, CB&T and Certain of Synovus
Subsidiaries
The terms of the transactions set forth below are comparable to
those provided for between similarly situated unrelated third
parties in similar transactions.
During 2007, TSYS provided electronic payment processing
services to CB&T and certain of Synovus other banking
subsidiaries. During 2007, TSYS derived $5,554,438 in revenues
from CB&T and certain of Synovus other banking
subsidiaries for the performance of electronic payment
processing services and $7,892,259 in revenues from Synovus and
its subsidiaries for the performance of other data processing,
software and business process management services.
TSYS and Synovus are parties to Lease Agreements pursuant to
which Synovus leased from TSYS office space for lease payments
aggregating $1,165,086 during 2007.
TSYS and Synovus were parties to Management Agreements during
2007 pursuant to which Synovus provided certain management
services to TSYS. During 2007, these services included human
resource services, maintenance services, security services,
communications services, corporate education services, travel
services, investor relations services, corporate governance
services, legal services, regulatory and statutory compliance
services, executive management services performed on behalf of
TSYS by certain of
38
Synovus officers and financial services. As compensation
for management services provided during 2007, TSYS paid Synovus
aggregate management fees of $8,889,631.
During 2007, Synovus Trust Company served as Trustee of
various employee benefit plans of TSYS. During 2007, TSYS paid
Synovus Trust Company trustees fees under these plans
of $868,482. Also during 2007, Synovus provided advisory
services to various employee benefit plans of TSYS for advisory
fees of $32,524.
During 2007, CB&T paid TSYS Total Debt Management, Inc., a
subsidiary of TSYS, $446,308 for debt collection services.
During 2007, Columbus Depot Equipment Company, a wholly owned
subsidiary of TSYS, and Synovus, CB&T and two of
Synovus other subsidiaries were parties to Lease
Agreements pursuant to which Synovus, CB&T and two of
Synovus other subsidiaries leased from Columbus Depot
Equipment Company computer related equipment for bankcard and
bank data processing services for lease payments aggregating
$9,300.
During 2007, Synovus and CB&T paid TSYS an aggregate of
$2,364,960 for miscellaneous reimbursable items, such as data
links, network services and postage, primarily related to
processing services provided by TSYS.
During 2007, Synovus, CB&T and other Synovus subsidiaries
paid to Columbus Productions, Inc., a wholly owned subsidiary of
TSYS, $668,621 for printing services.
During 2007, CB&T leased office space from TSYS for lease
payments of $39,405. In addition, TSYS leased furniture and
equipment from CB&T during 2007 for lease payments of
$119,098. Also during 2007, TSYS and its subsidiaries were paid
$16,456,240 of interest by CB&T and certain of
Synovus other banking subsidiaries in connection with
deposit accounts with, and commercial paper purchased from,
CB&T and certain of Synovus other banking
subsidiaries. Furthermore, during 2007 TSYS paid CB&T and
certain of Synovus other banking subsidiaries fees of
$42,358 for the provision of other banking services.
39
SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934
requires TSYS officers and directors, and persons who own
more than ten percent of TSYS stock, to file reports of
ownership and changes in ownership on Forms 3, 4 and 5 with
the SEC and the NYSE. Officers, directors and greater than ten
percent shareholders are required by SEC regulations to furnish
TSYS with copies of all Section 16(a) forms they file.
To TSYS knowledge, based solely on its review of the
copies of such forms received by it, and written representations
from certain reporting persons that no Forms 5 were
required for those persons, TSYS believes that during the fiscal
year ended December 31, 2007, all Section 16(a) filing
requirements applicable to its officers, directors and greater
than ten percent beneficial owners were complied with, except
that Ms. Dorenda Weaver reported one transaction late on
one report.
SHAREHOLDER
PROPOSALS AND NOMINATIONS
In order for a shareholder proposal to be considered for
inclusion in TSYS Proxy Statement for the 2009 Annual
Meeting of Shareholders, the written proposal must be received
by the Corporate Secretary of TSYS at the address below. The
Corporate Secretary must receive the proposal no later than
November 26, 2008. The proposal will also need to comply
with the SECs regulations under
Rule 14a-8
regarding the inclusion of shareholder proposals in company
sponsored proxy materials. Proposals should be addressed to:
Corporate Secretary
Total System Services, Inc.
1600 First Avenue
Columbus, Georgia 31901
For a shareholder proposal that is not intended to be included
in TSYS Proxy Statement for the 2009 Annual Meeting of
Shareholders, or if you want to nominate a person for election
as a director, you must provide written notice to the Corporate
Secretary at the address above. The Secretary must receive this
notice not earlier than December 31, 2008 and not later
than January 30, 2009. The notice of a proposed item of
business must provide information as required in the bylaws of
TSYS which, in general, require that the notice include for each
matter a brief description of the matter to be brought before
the meeting; the reason for bringing the matter before the
meeting; your name, address, and number of shares you own
beneficially or of record; any material interest you have in the
proposal; and a representation that you are a shareholder of
record entitled to vote at the meeting and that you intend to
appear in person or by proxy at the meeting to bring the matter
before the meeting.
The notice of a proposed director nomination must provide
information as required in the bylaws of TSYS which, in general,
require that the notice of a director nomination include your
name, address and the number of shares you own beneficially or
of record; a representation that you are a shareholder of record
entitled to vote at the meeting and that you intend to appear in
person or by proxy at the meeting to nominate the person or
persons named in the notice; any arrangements between you and
each proposed nominee and any other person pursuant to which the
nomination is being made; the name, age, business address,
residence address and principal occupation of the nominee; and
the number of shares owned beneficially or of record by the
nominee. It must also include the information that would be
required to be disclosed in the solicitation of proxies for the
election of a director under federal securities laws. You must
submit the nominees consent to be elected and to serve. A
copy of the bylaw requirements will be provided upon request to
the Corporate Secretary at the address above.
40
GENERAL
INFORMATION
Financial
Information
Detailed financial information for TSYS and its subsidiaries for
its 2007 fiscal year is included in TSYS 2007 Annual
Report that is being mailed to TSYS shareholders together
with this Proxy Statement.
Solicitation
of Proxies
TSYS will pay the cost of soliciting proxies. Proxies may be
solicited on behalf of TSYS by directors, officers or employees
by mail, in person or by telephone, facsimile or other
electronic means. TSYS will reimburse brokerage firms, nominees,
custodians and fiduciaries for their out-of-pocket expenses for
forwarding proxy materials to beneficial owners.
Householding
The SECs proxy rules permit companies and intermediaries,
such as brokers and banks, to satisfy delivery requirements for
proxy statements with respect to two or more shareholders
sharing the same address by delivering a single proxy statement
to those shareholders. This method of delivery, often referred
to as householding, should reduce the amount of duplicate
information that shareholders receive and lower printing and
mailing costs for companies. TSYS is not householding proxy
materials for its shareholders of record in connection with its
2008 Annual Meeting. However, we have been notified that certain
intermediaries will household proxy materials. If you hold your
shares of TSYS stock through a broker or bank that has
determined to household proxy materials:
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Only one Annual Report and Proxy Statement will be delivered to
multiple shareholders sharing an address unless you notify your
broker or bank to the contrary;
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You can contact TSYS by calling
(706) 644-6081
or by writing Investor Relations Manager, Total System Services,
Inc., P.O. Box 2567, Columbus, Georgia 31902 to
request a separate copy of the Annual Report and Proxy Statement
for the 2008 Annual Meeting and for future meetings or you can
contact your bank or broker to make a similar request; and
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You can request delivery of a single copy of Annual Reports or
Proxy Statements from your bank or broker if you share the same
address as another TSYS shareholder and your bank or broker has
determined to household proxy materials.
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The above Notice of Annual Meeting and Proxy Statement are sent
by order of the TSYS Board of Directors.
Philip W. Tomlinson
Chairman of the Board and
Chief Executive Officer
March 26, 2008
41
APPENDIX A
TOTAL
SYSTEM SERVICES, INC.
DIRECTOR
INDEPENDENCE STANDARDS
The following independence standards have been approved by
the Board of Directors and are included within TSYS
Corporate Governance Guidelines.
A majority of the Board of Directors will be independent
directors who meet the criteria for independence required by the
NYSE. The Corporate Governance and Nominating Committee will
make recommendations to the Board annually as to the
independence of directors as defined by the NYSE. To be
considered independent under the NYSE Listing Standards, the
Board must determine that a director does not have any direct or
indirect material relationship with the Company. The Board has
established the following standards to assist it in determining
director independence. A director is not independent if:
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The director is, or has been within the last three years, an
employee of the Company or an immediate family member is, or has
been within the last three years, an executive officer of the
Company.
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The director has received, or has an immediate family member who
has received, during any twelve-month period within the last
three years, more than $100,000 in direct compensation from the
Company, other than director and committee fees and pension or
other forms of deferred compensation for prior service (provided
such compensation is not contingent in any way on continued
service). (Compensation received by an immediate family member
for service as an employee of the Company (other than an
executive officer) is not taken into consideration under this
independence standard).
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(A) The director or an immediate family member is a current
partner of a firm that is the Companys internal or
external auditor; (B) the director is a current employee of
such a firm; (C) the director has an immediate family
member who is a current employee of such a firm and who
participates in the firms audit, assurance or tax
compliance (but not tax planning) practice; or (D) the
director or an immediate family member was within the last three
years (but is no longer) a partner or employee of such a firm
and personally worked on the Companys audit within that
time.
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The director or an immediate family member is, or has been
within the last three years, employed as an executive officer of
another company where any of the Companys present
executive officers at the same time serves or served on that
companys compensation committee.
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The director is a current employee, or an immediate family
member is a current executive officer, of a company that has
made payments to, or received payments from, the Company for
property or services in an amount which, in any of the last
three fiscal years, exceeds the greater of $1 million, or
2% of such other companys consolidated gross revenues.
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The following relationships will not be considered to be
material relationships that would impair a directors
independence:
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The director is a current employee, or an immediate family
member of the director is a current executive officer, of a
company that has made payments to, or received payments from,
the Company for property or services (including financial
services) in an amount which, in the prior fiscal year, is less
than the greater of $1 million, or 2% of such other
companys consolidated gross revenues. (In the event this
threshold is exceeded, and where applicable in the standards set
forth below, the three year look back period
referenced above will apply to future independence
determinations).
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The director or an immediate family member of the director is a
partner of a law firm that provides legal services to the
Company and the fees paid to such law firm by the Company in the
prior fiscal year were less than the greater of $1 million,
or 2% of the law firms total revenues.
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The director or an immediate family member of the director is an
executive officer of a tax exempt organization and the
Companys contributions to the organization in the prior
fiscal year were less than the greater of $1 million, or 2%
of the organizations consolidated gross revenues.
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The director received less than $100,000 in direct compensation
from the Company during the prior twelve month period, other
than director and committee fees and pension or other forms of
deferred compensation for prior service (provided such
compensation is not contingent in any way on continued service).
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The directors immediate family member received in his or
her capacity as an employee of the Company (other than as an
executive officer of the Company), less than $250,000 in direct
compensation from the Company in the prior fiscal year, other
than director and committee fees and pension or other forms of
deferred compensation for prior service (provided such
compensation is not contingent in any way on continued service).
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For relationships which existed prior to the spin-off of the
Company by Synovus Financial Corp., the director has, directly,
in his or her individual capacities, or, indirectly, in his or
her capacity as the owner of an equity interest in a company of
which he or she is not an employee, lending relationships,
deposit relationships or other banking relationships (such as
depository, trusts and estates, private banking, investment
banking, investment management, custodial, securities brokerage,
insurance, cash management and similar services) with the
Company provided that:
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1) such relationships are in the ordinary course of
business of the Company and are on substantially the same terms
as those prevailing at the time for comparable transactions with
non-affiliated persons; and
2) no event of default has occurred under any extension of
credit from an affiliate of the Company.
For relationships not described above or otherwise not covered
in the above examples, a majority of the Companys
independent directors, after considering all of the relevant
circumstances, may make a determination whether or not such
relationship is material and whether the director may therefore
be considered independent under the NYSE Listing Standards. The
Company will explain the basis of any such determinations of
independence in the next proxy statement.
For purposes of these independence standards an immediate
family member includes a persons spouse, parents,
children, siblings, mothers and
fathers-in-law,
sons and
daughters-in-law,
brothers and
sisters-in-law,
and anyone (other than domestic employees) who shares such
persons home.
For purposes of these independence standards Company
includes any parent or subsidiary in a consolidated group with
the Company.
A-2
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSALS LISTED BELOW. |
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Mark Here |
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for Address |
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Change or |
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Comments |
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SEE REVERSE SIDE |
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FOR
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NOMINEES |
WITHHOLD |
EXCEPT |
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To elect the following individuals as
directors to serve until the Annual Meeting
of Shareholders in 2011:
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(01) Kriss Cloninger III
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(02) G. Wayne Clough |
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(03) H. Lynn Page |
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(04) Philip W. Tomlinson |
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(05) Richard W. Ussery |
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Note: If you do not wish your shares voted For a particular
nominee, mark the For All Except box and strike a line
through the name(s) of the nominee(s). Your shares will be
voted for the remaining nominee(s) in the list above.
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To ratify the appointment of KPMG LLP
as TSYS independent auditor for the
year 2008.
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The undersigned hereby acknowledges
receipt of NOTICE of the ANNUAL
MEETING and the PROXY STATEMENT and hereby revokes all Proxies
previously given by the undersigned for the ANNUAL MEETING.
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PLEASE
BE SURE TO SIGN AND DATE THIS PROXY. |
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Shareholder sign here |
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Co-owner sign here |
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Date |
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5
FOLD AND DETACH HERE 5
WE ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE VOTING,
BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK.
Internet and
telephone voting are available through 11:59 PM Eastern Time
the day prior to
annual meeting day.
Your Internet or
telephone vote authorizes the named proxies to vote your shares in the same
manner
as if you marked, signed and returned your proxy card.
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INTERNET |
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TELEPHONE |
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http://www.proxyvoting.com/tss |
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1-866-540-5760 |
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Use the Internet to vote your proxy. Have
your proxy card in hand when you access the web site. |
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Use any
touch-tone telephone to vote your
proxy. Have your proxy card in hand when you call. |
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If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card.
To vote by mail, mark, sign and date your proxy card and return it in the enclosed postage-paid envelope.
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Choose MLinkSM for fast, easy and secure 24/7 online access to your future proxy
materials, investment plan statements, tax documents and more. Simply log on to
Investor ServiceDirect® at www.bnymellon.com/shareowner/isd where step-by-step
instructions will prompt you through enrollment.
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You can view the Annual Report and Proxy Statement
on the Internet at http://annualreport.tsys.com
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PROXY |
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PROXY |
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TOTAL SYSTEM SERVICES, INC. |
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POST OFFICE BOX 2506, COLUMBUS, GEORGIA 31902-2506 |
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ANNUAL MEETING OF SHAREHOLDERS OF TSYS TO BE HELD APRIL 30, 2008 |
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SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TSYS |
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The undersigned shareholder of Total System Services, Inc. hereby appoints James B. Lipham and Dorenda K. Weaver as Proxies,
each of them singly and each with power of substitution, to vote all shares of Common Stock of TSYS of the undersigned or with
respect to which the undersigned is entitled to vote on February 21, 2008 at the ANNUAL MEETING OF THE SHAREHOLDERS OF
TSYS to be held on the 30th day of April, 2008, and at any adjournments or postponements thereof, with all the powers the
undersigned would possess if personally present.
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The Board of Directors is not aware of any matters likely to be presented for action at the Annual Meeting of Shareholders of TSYS,
other than the matters listed herein. However, if any other matters are properly brought before the Annual Meeting, the persons
named in this Proxy or their substitutes will vote upon such other matters in accordance with their best judgement. This Proxy is
revocable at any time prior to its use.
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THIS PROXY, WHEN
PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED. IF THIS PROXY IS SIGNED
AND RETURNED AND DOES NOT SPECIFY A VOTE ON ANY PROPOSAL, THE PROXY
WILL BE VOTED IN ACCORDANCE WITH
THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS.
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IF YOU DO NOT VOTE BY PHONE OR OVER THE INTERNET, PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE AND
RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
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Please mark, date and sign exactly as your name appears on the proxy card. When shares are held jointly, both holders should sign.
When signing as attorney, executor, administrator, trustee, custodian, or guardian, please give your full title. If the holder is a
corporation or partnership, the full corporate or partnership name should be signed by a duly authorized officer.
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Address
Change/Comments (Mark the
corresponding box on the reverse side) |
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5
FOLD AND DETACH HERE 5
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You can now access your TOTAL SYSTEM SERVICES, INC. account online. |
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Access your TOTAL SYSTEM SERVICES, INC. stockholder account online via Investor ServiceDirect® (ISD). |
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The transfer agent for TOTAL SYSTEM SERVICES, INC. now makes it easy and convenient to get current information on your shareholder account. |
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View account status |
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View payment history for dividends |
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View certificate history |
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Make address changes |
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View book-entry information |
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Obtain a duplicate 1099 tax form |
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Establish/change your PIN |
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Visit us on the web at http://www.bnymellon.com/shareowner/isd For Technical Assistance Call 1-877-978-7778 between 9am-7pm Monday-Friday Eastern Time
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****TRY IT OUT****
www.bnymellon.com/shareowner/isd Investor ServiceDirect® Available 24 hours per day, 7 days per week TOLL FREE NUMBER: 1-800-370-1163 |
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