Unitil seeks 50% increase in shares

Unitil board members and executives will receive a total of $3.3 million in compensation – both cash and equity awards –in 2011, according to a proxy filed Monday with the Securities and Exchange Commission.And the company’s board wants shareholders to agree to increase the number of shares available by more than half, perhaps to give out more equity awards in the future, perhaps diluting their stake in the company.Robert G. Schoenberger, chief executive and board chairman, is getting a $1.38 million compensation package, some $72,000 more than last year. His $456,000 salary stayed the same, but stock awards rose 76 percent, to $156,954. He also got a $515,000 boost in his pension plan.Schoenberger was followed by chief financial officer Mark Collin ($464,547); chief operating officer Thomas Meissner Jr. ($433,278); George Gantz, senior vice president ($417,664); and Todd Black, another senior vice president ($293,803).The 10 members of the board who approved the compensation recommendation collected a collective $333,630. Edward F. Godfrey had the highest compensation ($44,692), because of his extra service as chairman of the audit committee and as a member of the executive committee.Shareholders are apparently supposed to bear this in mind when they will vote to increase the number of shares available to be issued from 16 million to 25 million shares.Currently there are almost 11 million shares already issued, and after reserving 271,000 for equity awards, that only leaves 4.8 million shares, which are “insufficient for future business purposes,” the company said.Instead, the company wants to be able throw in another 9 million shares into the pot “to give the Company flexibility if it determines in the future that it is in the Company’s interest to institute a stock split, make additional shares available under one or more of the Company’s equity-based compensation plans, issue shares in connection with the acquisition of another company or its assets, make an offering of shares in either a private placement or a public offering as part of the Company’s financing plans, or issue shares in connection with another corporate purpose.”Issuance of the shares “could dilute the voting rights of existing shareholders and could also dilute earnings per share and book value per share of existing shareholders” the proxy said. — BOB SANDERS/NEW HAMPSHIRE BUSINESS REVIEW

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