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UNITED
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1. |
To elect five directors to the Board of Directors; and |
2. |
To transact such other business as may properly come before the meeting or any adjournment thereof. |
-IMPORTANT- STOCKHOLDERS ARE REQUESTED TO COMPLETE,
DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE WHICH HAS BEEN PROVIDED FOR YOUR CONVENIENCE AND WHICH REQUIRES
NO POSTAGE IF MAILED IN THE UNITED STATES. THE PROMPT RETURN OF PROXY CARDS WILL ENSURE A QUORUM. ANY STOCKHOLDER PRESENT AT THE ANNUAL MEETING MAY
REVOKE HIS OR HER PROXY AND VOTE PERSONALLY ON ALL MATTERS BROUGHT BEFORE THE ANNUAL MEETING. THANK YOU FOR ACTING
PROMPTLY. |
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Shares held directly in your name as the stockholder of record (subject to any instruction you may receive from the beneficial owner if you hold shares as a nominee); |
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Shares held for you as the beneficial owner through a broker, bank or other nominee in street name; and |
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Shares credited to your account in the Axsys Technologies, Inc. 401(k) Retirement Plan. |
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Mail; |
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Internet; or |
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Telephone. |
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Through the Internet by visiting a website established for that purpose at http://www.proxyvoting.com/axys; or |
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By telephone by calling the toll-free number 1-866-540-5760 and following the recorded instructions. |
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Submit a valid later-dated proxy card; |
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Notify Axsys secretary in writing before the Annual Meeting that you have revoked your proxy; or |
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Vote in person at the Annual Meeting. |
Election of Five
Directors |
The
affirmative vote of a majority of the votes cast by stockholders entitled to vote, present in person or by proxy, at the Annual Meeting is required to
elect each Director. |
Name |
Age |
Director Since |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Stephen W.
Bershad |
67 | 1986 | ||||||||
Anthony J.
Fiorelli, Jr |
78 | 1986 | ||||||||
Eliot M.
Fried |
76 | 1994 | ||||||||
Richard F.
Hamm, Jr |
49 | 2000 | ||||||||
Robert G.
Stevens |
55 | 2003 |
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To review and approve corporate goals relevant to the compensation of the Chief Executive Officer, or CEO, and evaluate the CEOs performance in light of these goals and objectives; |
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To approve base salaries, salary increases, stock-based awards, bonus targets and other remuneration for the Executive Leadership Team, as well as any employment terms for the Executive Leadership Team not part of the standard employment terms relating to the Companys employees generally. The Executive Leadership Team is defined as the Chief Financial Officer, Chief Operating Officer and other direct reports of the CEO; |
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To review and approve corporate goals relevant to the compensation of the Executive Leadership Team and evaluate the Executive Leadership Team in light of these goals and objectives; |
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To review and approve incentive compensation plans and equity-based plans; |
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To administer the Companys equity-based incentive compensation plans and other plans adopted by the Board that contemplates administration by the Committee. The Committee, or a subcommittee, approve, all grants of stock options and other equity-based awards, subject to the terms and conditions of the applicable plans; and |
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To review and approve any proposed employment agreement with, and any proposed severance or retention plans, agreements or payments applicable to, the CEO and the Executive Leadership Team. |
Name |
Age |
Position |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Stephen W. Bershad |
67 | Chairman of the
Board and Chief Executive Officer |
||||||||
David
A. Almeida |
48 | Chief Financial
Officer, Executive Vice President and Treasurer |
||||||||
Scott
B. Conner |
41 | Chief Operating
Officer and President |
Shares of Common Stock Beneficially Owned (1) |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Name |
Number |
Percent |
|||||||||
Stephen W.
Bershad (2) |
1,720,253 | 14.5 | % | ||||||||
David A.
Almeida (3) |
121,320 | 1.0 | |||||||||
Scott B.
Conner (4) |
88,689 | * | |||||||||
Anthony J.
Fiorelli, Jr. (5) |
32,364 | * | |||||||||
Eliot M.
Fried (6) |
31,037 | * | |||||||||
Richard F.
Hamm, Jr. (7) |
13,279 | * | |||||||||
Robert G.
Stevens (8) |
17,974 | * | |||||||||
All executive
officers and directors as a group (7 persons) |
2,024,916 | 16.9 | % |
* |
Less than 1%. |
(1) |
Calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934. |
(2) |
Includes 53,500 shares of common stock underlying options that are exercisable as of March 12, 2009 or within 60 days after such date. Mr. Bershad owns 972,491 shares of common stock directly, 8,116 shares through the Axsys Technologies, Inc. 401(k) Retirement Plan and 686,146 shares of common stock indirectly through SWB Holding Corporation, of which he is the sole shareholder and chairman. |
(3) |
Represents 48,000 shares of common stock underlying options that are exercisable as of March 12, 2009 or within 60 days after such date and 73,320 shares of common stock owned directly. |
(4) |
Represents 13,200 shares of common stock underlying options that are exercisable as of March 12, 2009 or within 60 days after such date and 75,489 shares of common stock owned directly. |
(5) |
Represents 9,220 shares of common stock underlying options that are exercisable as of March 12, 2009 or within 60 days after such date and 23,144 shares of common stock owned directly. |
(6) |
Represents 9,024 shares of common stock underlying options that are exercisable as of March 12, 2009 or within 60 days after such date and 22,013 shares of common stock owned directly. |
(7) |
Represents 8,779 shares of common stock underlying options that are exercisable as of March 12, 2009 or within 60 days after such date and 4,500 shares of common stock owned directly. |
(8) |
Represents 13,474 shares of common stock underlying options that are exercisable as of March 12, 2009 or within 60 days after such date and 4,500 shares of common stock owned directly. |
Name and Address of Beneficial Owner |
Number of Shares |
Percent of Class |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Friess
Associates, LLC (1) |
654,200 | 5.63 | % | |||||||
115 E. Snow
King |
||||||||||
Jackson, WY
83001 |
||||||||||
Barclays
Global Investors, NA. (2) |
602,052 | 5.18 | % | |||||||
400 Howard
Street |
||||||||||
San
Francisco, CA 94105 |
(1) |
According to a Schedule 13G filed on February 17, 2009 by Friess Associates, LLC, Friess Associates has sole voting and dispositive power with respect to these shares. |
(2) |
According to a Schedule 13G filed on February 6, 2009 by Barclays Global Investors, NA., Barclays Global Investors, NA and its affiliates have sole voting power with respect to 477,383 of theses shares and sole dispositive power with respect to 602,052 of these shares. |
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we increased the base salaries of all of our named executive officers to be consistent with their individual performance and Axsys performance and to adjust for inflationary factors in the market data provided by Buck Consultants in early 2007; |
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we paid our named executive officers an annual cash incentive award based on achievement of financial goals for 2008 under our Management Incentive Plan; and |
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we awarded restricted stock grants to all of our named executive officers as a tool to assist in the long-term continuation of management whose substantial contributions are essential to the sustainable long-term growth and success of our company. |
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base salary; |
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annual cash incentives (management incentive plan); and |
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long-term incentives (stock option awards and restricted stock grants). |
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | |||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name and Principal Position |
Year |
Salary ($) |
Stock Awards ($)(1) |
Option Awards ($)(2) |
Non-Equity Incentive Plan Compensation ($)(3) |
All Other Compensation ($)(4) |
Total ($) |
|||||||||||||||||||||||
Stephen W.
Bershad |
2008 | 425,000 | 174,733 | 131,385 | 308,338 | 37,097 | 1,076,553 | |||||||||||||||||||||||
Chairman of
the Board and |
2007 | 400,000 | 89,250 | 147,492 | 318,160 | 35,184 | 990,086 | |||||||||||||||||||||||
Chief
Executive Officer |
2006 | 380,000 | 28,281 | 146,769 | 241,851 | 31,650 | 828,551 | |||||||||||||||||||||||
David A.
Almeida |
2008 | 320,000 | 271,901 | 75,455 | 232,160 | 32,608 | 932,124 | |||||||||||||||||||||||
Executive
Vice President, |
2007 | 280,000 | 76,994 | 90,236 | 222,712 | 42,208 | 712,150 | |||||||||||||||||||||||
Chief
Financial Officer |
2006 | 237,077 | 18,515 | 151,090 | 146,384 | 20,163 | 573,229 | |||||||||||||||||||||||
and
Treasurer |
||||||||||||||||||||||||||||||
Scott B.
Conner |
2008 | 320,000 | 271,901 | 120,812 | 232,160 | 34,277 | 979,150 | |||||||||||||||||||||||
President
and |
2007 | 261,538 | 76,994 | 120,441 | 217,644 | 28,099 | 704,716 | |||||||||||||||||||||||
Chief
Operating Officer |
2006 | 210,000 | 18,515 | 115,964 | 139,466 | 24,046 | 507,991 |
(1) |
The amounts in column (d) reflect the dollar amount recognized for financial statement reporting purposes in accordance with SFAS 123(R) for restricted stock awards granted under the Stock Incentive Plan. The amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Assumptions used in the calculation of these amounts are included in note 9 to our audited financial statements for the fiscal years ended December 31, 2008 included in our Annual Reports on Form 10-K filed with the SEC. |
(2) |
The amounts in column (e) reflect the dollar amount recognized for financial statement reporting purposes in accordance with SFAS 123(R) for option awards granted under the Stock Incentive Plan. The amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Assumptions used in the calculation of these amounts are included in note 9 to our audited financial statements for the fiscal years ended December 31, 2008 included in our Annual Reports on Form 10-K filed with the SEC. |
(3) |
The amounts in column (f) reflect cash awards to the named executive officers under Axsys Management Incentive Plan, which is discussed in further detail on page 11 under the heading Management Incentive Plan. |
(4) |
The amount shown in column (g) reflects for each named executive officer: |
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matching contributions allocated by Axsys under our 401(k) plan; |
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payments under Axsys executive health insurance plan, which in 2008, totaled $27,537 for Mr. Bershad, $23,048 for Mr. Almeida and $24,717 for Mr. Conner. Axsys executive health insurance plan, which covers only officers, certain directors, currently Mr. Fiorelli, and key employees, provides for the reimbursement of deductible and coinsurance amounts and certain medical expenses not covered under Axsys basic medical plans; and |
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payments of premiums for term life insurance maintained on behalf of the named executive officers. |
(a) | (b) | (c) | (d) | (e) | (f) | |||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) |
||||||||||||||||||||||
Name |
Grant Date |
Threshold ($) |
Target ($) |
All Other Stock Awards: Number of Shares of Stock or Units (#)(2) |
Grant Date Fair Value of Stock and Option Awards($) |
|||||||||||||||||
Stephen W.
Bershad |
3/05/08 | | | 10,000 | 442,200 | |||||||||||||||||
127,500 | 255,000 | | | |||||||||||||||||||
David A.
Almeida |
3/05/08 | | | 25,000 | 1,105,500 | |||||||||||||||||
96,000 | 192,000 | | | |||||||||||||||||||
Scott B.
Conner |
3/05/08 | | | 25,000 | 1,105,500 | |||||||||||||||||
96,000 | 192,000 | | |
(1) |
The amounts shown in column (c) reflect the minimum payout level under the Companys Management Incentive Plan, which is 50% of the financial target amount. There is no maximum amount under the terms of the Management Incentive Plan. These amounts are based on the individuals current salary and position. The awards were earned during 2008 and the actual payouts are included in the Summary Compensation Table. |
(2) |
The amounts shown in column (e) reflect the number of shares of restricted stock granted to each named executive officer pursuant to the Stock Incentive Plan. These shares of restricted stock vest at a rate of 20% per year commencing on the first anniversary of the date of the grant. Vesting of these shares of restricted stock will be accelerated in the event of certain changes in control of Axsys. |
Option Awards |
Stock Awards |
||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(a) | (b) | (c)(1) | (d)(1) | (e) | (f) | (g) | (h) | ||||||||||||||||||||||||
Name |
Option Grant Date |
Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Option Exercise Price ($) |
Option Expiration Date |
Number of Shares or Units of Stock That Have Not Vested (#) |
Market Value of Shares or Units of Stock That Have Not Vested ($) |
||||||||||||||||||||||||
Stephen W.
Bershad |
03/04/04 | 30,000 | (2) | | 10.99 | 03/04/09 | | | |||||||||||||||||||||||
03/03/05 | 12,000 | (2) | 8,000 | (2) | 22.25 | 03/03/10 | | | |||||||||||||||||||||||
10/06/05 | 20,000 | 5,000 | 18.30 | 10/06/15 | | | |||||||||||||||||||||||||
03/16/06 | 9,000 | 13,500 | 16.17 | 03/16/16 | | | |||||||||||||||||||||||||
03/16/06 | | | | | 6,600 | 362,076 | |||||||||||||||||||||||||
03/08/07 | | | | | 16,000 | 877,760 | |||||||||||||||||||||||||
03/05/08 | | | | | 10,000 | 548,600 | |||||||||||||||||||||||||
David A.
Almeida |
03/04/04 | 12,000 | 3,000 | 9.99 | 03/04/14 | | | ||||||||||||||||||||||||
03/03/05 | 6,000 | 4,000 | 20.23 | 03/03/15 | | | |||||||||||||||||||||||||
10/06/05 | 16,000 | 4,000 | 18.30 | 10/06/15 | | | |||||||||||||||||||||||||
03/16/06 | 6,000 | 9,000 | 16.17 | 03/16/16 | | | |||||||||||||||||||||||||
03/16/06 | | | | | 4,320 | 236,995 | |||||||||||||||||||||||||
03/08/07 | | | | | 16,000 | 877,760 | |||||||||||||||||||||||||
03/05/08 | 25,000 | 1,371,500 | |||||||||||||||||||||||||||||
Scott B.
Conner |
07/19/04 | | 9,000 | 14.22 | 07/19/14 | | | ||||||||||||||||||||||||
03/03/05 | 1,200 | 4,000 | 20.23 | 03/03/15 | | | |||||||||||||||||||||||||
10/06/05 | 4,000 | 4,000 | 18.30 | 10/06/15 | | | |||||||||||||||||||||||||
03/16/06 | 3,000 | 9,000 | 16.17 | 03/16/16 | | | |||||||||||||||||||||||||
03/16/06 | | | | | 4,320 | 236,994 | |||||||||||||||||||||||||
03/08/07 | | | | | 16,000 | 877,760 | |||||||||||||||||||||||||
03/05/08 | | | | | 25,000 | 1,371,500 |
(1) |
Except as otherwise noted, the awards vest at a rate of 20% per year commencing on the first anniversary date of the grant. |
(2) |
Options granted have a four-year ratable vesting of 60% over the first three years with the final 40% in the last year. |
Option Awards |
Stock Awards |
||||||||||||||||||
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(a) | (b) | (c) | (d) | (e) | |||||||||||||||
Name |
Number of Shares Acquired on Exercise (#) |
Value Realized on Exercise ($) |
Number of Shares Acquired on Vesting (#) |
Value Realized on Vesting ($) |
|||||||||||||||
Stephen W.
Bershad |
30,000 | 883,230 | 6,200 | 269,656 | |||||||||||||||
David A.
Almeida |
82,500 | 4,939,080 | 5,440 | 235,243 | |||||||||||||||
Scott B.
Conner |
55,800 | 2,677,682 | 5,440 | 235,243 |
Executive Benefit and Payments Upon Separation |
Voluntary Termination |
Early Retirement |
Normal Retirement |
Involuntary Not For Cause Termination or Voluntary For Good Reason |
For Cause Termination |
Change-in- Control (1)(2) |
Disability |
Death |
||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Cash
Severance Payment |
| | | $ | 1,486,320 | | $ | 3,076,492 | | | ||||||||||||||||||||||||
Continuation
of Benefits |
| | | $ | 37,097 | | $ | 37,097 | | | ||||||||||||||||||||||||
Long-Term
Incentive Compensation |
| | | $ | 2,754,431 | | $ | 2,754,431 | | | ||||||||||||||||||||||||
Total
|
| | | $ | 4,277,848 | | $ | 5,868,020 | | |
Executive Benefit and Payments Upon Separation |
Voluntary Termination |
Early Retirement |
Normal Retirement |
Involuntary N ot For Cause Termination or Voluntary For Good Reason |
For Cause Termination |
Change-in- Control (1)(2) |
Disability |
Death |
||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Cash
Severance Payment |
| | | $ | 160,000 | | $ | 2,389,798 | | | ||||||||||||||||||||||||
Continuation
of Benefits |
| | | $ | 32,608 | | $ | 32,608 | | | ||||||||||||||||||||||||
Long-Term
Incentive Compensation |
| | | | | $ | 3,253,826 | | | |||||||||||||||||||||||||
Total
|
| | | $ | 192,608 | | $ | 5,676,232 | | |
Executive Benefit and Payments Upon Separation(1) |
Voluntary Termination |
Early Retirement |
Normal Retirement |
Involuntary Not For Cause Termination or Voluntary For Good Reason |
For Cause Termination |
Change-in- Control (1)(2) |
Disability |
Death |
||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Cash
Severance Payment |
| | | $ | 160,000 | | $ | 2,277,209 | | | ||||||||||||||||||||||||
Continuation
of Benefits |
| | | $ | 34,277 | | $ | 34,277 | | | ||||||||||||||||||||||||
Long-Term
Incentive Compensation |
| | | | | $ | 3,484,985 | | | |||||||||||||||||||||||||
Total
|
| | | $ | 194,277 | | $ | 5,796,471 | | |
(1) |
Included in this column are gross up amounts that have been added to the named executives compensation totals under the severance protection agreement. These amounts include $1,126,164 for Mr. Bershad, $1,037,686 for Mr. Almeida and $1,029,842 for Mr. Conner. |
(2) |
Under the terms of our Stock Incentive Plan, upon a Change in Control, all stock options and restricted stock held by an employee that are outstanding on the date of the Change in Control will become fully vested. |
(a) | (b) | (c) | (d) | (f) | (g) | |||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name (1) |
Fees Earned or Paid in Cash ($) |
Stock Awards ($)(2) |
Option Awards ($)(3) |
All Other Compensation ($)(4) |
Total ($) |
|||||||||||||||||
Anthony J.
Fiorelli, Jr. |
27,000 | 63,808 | | 12,338 | 103,146 | |||||||||||||||||
Eliot M.
Fried |
28,000 | 63,808 | | | 91,808 | |||||||||||||||||
Richard F.
Hamm, Jr |
26,000 | 63,808 | | | 89,808 | |||||||||||||||||
Robert G.
Stevens |
27,000 | 63,808 | 2,824 | | 93,632 |
(1) |
Stephen W. Bershad, our Chairman of the Board and Chief Executive Officer, is not included in this table as he is an employee of the Company and thus receives no compensation for his services as a director. The compensation received by Mr. Bershad as an employee of the Company is shown in the summary compensation table on page 14. |
(2) |
The amounts in column (c) reflect the dollar amount recognized for financial statement reporting purposes in accordance with SFAS 123(R) for restricted stock awards under the Stock Incentive Plan. The amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Assumptions used in the calculation of these amounts are included in note 9 to our audited financial statements for the fiscal year ended December 31, 2008 included in our Annual Report on Form 10-K filed with the SEC. During 2008, each director received an award for 1,500 shares of restricted stock that had a grant date fair value of $84,390. As of December 31, 2008, each director held a total of 1,500 shares of restricted stock. |
(3) |
The amounts in column (d) reflect the dollar amount recognized for financial statement reporting purposes in accordance with SFAS 123(R) for option awards granted under the Stock Incentive Plan. The amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Assumptions used in the calculation of these amounts are included in note 9 to our audited financial statements for the fiscal year ended December 31, 2008 included in our Annual Report on Form 10-K filed with the SEC. As of December 31, 2008, each director had the following number of options outstanding: Anthony J. Fiorelli, Jr.: 9,220; Eliot M. Fried: 9,024; Richard F. Hamm Jr.: 8,779; and Robert G. Stevens: 13,474. |
(4) |
The amount in column (f) reflects payments under Axsys executive health insurance plan. Axsys executive health insurance plan, which covers only officers and certain directors and key employees, provides for the reimbursement of deductible and coinsurance amounts and certain medical expenses not covered under Axsys basic medical plans. |
2008 |
2007 |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
Audit Fees
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$ | 679,572 | $ | 725,309 | ||||||
Audit-related
Fees |
7,060 | 29,191 | ||||||||
Tax Fees
|
35,000 | 102,900 | ||||||||
Total
|
$ | 721,632 | $ | 857,400 |
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED FOR THE PROPOSALS. |
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*EXCEPTIONS |
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1. |
Election of Directors |
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01 Stephen W. Bershad, |
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02 Anthony J. Fiorelli, Jr., |
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03 Eliot M. Fried, |
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05 Robert G. Stevens |
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(INSTRUCTIONS: To
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*Exceptions |
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In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. |
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I plan to attend the meeting. |
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PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD |
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Mark Here for Address |
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Signature _______________________________ Signature _____________________________ Date _______________ |
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Please sign exactly as name appears above. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If partnership, please sign in partnership name by authorized person. |
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▲ |
FOLD AND DETACH HERE |
▲ |
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 is available through 11:59 PM Eastern
Time
the day prior to the annual meeting day.
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Axsys Technologies, Inc. |
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You can view the Annual Report and Proxy Statement |
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INTERNET |
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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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OR |
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TELEPHONE |
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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. |
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To vote by mail, mark, sign and date your proxy card and return it in the enclosed postage-paid envelope. |
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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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PX44818
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AXSYS TECHNOLOGIES, INC. |
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The undersigned hereby appoints Stephen W. Bershad and David A. Almeida, and each of them, the
attorneys and proxies of the undersigned (each with power to act without the other and with power of
substitution) to vote, in accordance with the terms of this proxy, all shares of Common Stock of Axsys
Technologies, Inc., which the undersigned may be entitled to vote at the Annual Meeting of Stockholders to be
held at the Hartford Marriott Rocky Hill at Corporate Ridge, 100 Capital Boulevard, Rocky Hill, Connecticut, on
the 7th day of May 2009, at 10:00 a.m., and any adjournment or postponement thereof, upon all matters which
may properly come before said meeting. (Continued, and to be dated and signed, on reverse side) |
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BNY MELLON SHAREOWNER SERVICES |
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Address Change/Comments |
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P.O. BOX 3550 |
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(Mark the corresponding box on the reverse side) |
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SOUTH HACKENSACK, NJ 07606-9250 |
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▲ |
FOLD AND DETACH HERE |
▲ |
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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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PX44818 |
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED FOR THE PROPOSALS. |
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FOR all nominees |
WITHHOLD |
*EXCEPTIONS |
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1. |
Election of Directors |
o |
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01 Stephen W. Bershad, |
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02 Anthony J. Fiorelli, Jr., |
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03 Eliot M. Fried, |
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04 Richard F. Hamm, Jr., and |
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05 Robert G. Stevens |
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(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark the Exceptions box and write that nominees name in the space provided below.) |
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*Exceptions |
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Please
mark |
x |
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2. |
In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. |
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I plan to attend the meeting. |
o |
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||
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PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD |
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Mark Here for Address |
o |
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Signature _______________________________ Signature _____________________________ Date _______________ |
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||
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Please sign exactly as name appears above. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If partnership, please sign in partnership name by authorized person. |
|
|
|
|
▲ |
FOLD AND DETACH HERE |
▲ |
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 is available through 11:59 PM Eastern
Time
the day prior to annual meeting day.
|
|
|
|
|
|
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|
Axsys Technologies, Inc. |
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You can view the Annual Report and Proxy Statement |
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INTERNET |
|
|
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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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|
|
OR |
|
|
|
|
|
TELEPHONE |
|
|
|
Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call. |
|
|
|
|
|
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. |
|
|
|
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. |
|
45724-blk
|
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AXSYS TECHNOLOGIES, INC. |
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The undersigned hereby authorizes and directs Fidelity Investments Institutional Services Company, Inc., as
trustee (the Trustee), of Axsys Technologies, Inc. Employees Retirement Savings Plan to vote for the
undersigned, in person or by proxy, as herein stated at the Annual Meeting of Stockholders of Axsys
Technologies, Inc. (the Company) to be held at the Hartford Marriott Rocky Hill at Corporate Ridge, 100
Capital Boulevard, Rocky Hill, Connecticut, on the 7th day of May 2009, at 10:00 a.m., and any adjournment
thereof, all shares of Common Stock of the Company allocated to the account of the undersigned under such
plan, on the proposals set forth on the reverse side hereof and in accordance with the Trustees discretion on
any other matters that may properly come before the meeting or any adjournments or postponement thereof.
The undersigned hereby acknowledges receipt of the Notice and Proxy Statement. (Continued, and to be dated and signed, on reverse side) |
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BNY MELLON SHAREOWNER SERVICES |
|
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|
|
Address Change/Comments |
|
P.O. BOX 3550 |
|
|
|
|
(Mark the corresponding box on the reverse side) |
|
SOUTH HACKENSACK, NJ 07606-9250 |
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FOLD AND DETACH HERE |
|
|
|
|
|
|
|
|
|
|
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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||
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