Shareholders' Equity and Stock-Based Compensation

12 Months Ended

Sep. 30, 2022

Equity [Abstract]

Shareholders' Equity and Stock-Based Compensation

NOTE 11 - SHAREHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION

Shareholders’ Equity

Under the Company’s Certificate of Incorporation, as amended, certain rights of the holders of the Company’s common stock are modified by shares of Class B stock for as long as such shares shall remain outstanding. During that period, holders of common stock will have the right to elect approximately 25% of the Company’s Board of Directors, and conversely, holders of Class B stock will be entitled to elect approximately 75% of the Company’s Board of Directors. During the period when shares of common stock and Class B stock are outstanding, certain matters submitted to a vote of shareholders will also require approval of the holders of common stock and Class B stock, each voting separately as a class. Common stock and Class B shareholders have equal rights with respect to dividends, preferences, and rights, including rights in liquidation.

Stock-Based Compensation

On March 17, 2009, the shareholders of the Company approved the 2009 Incentive Compensation Plan (the “2009 Plan”). On September 30, 2021, 125,984 fully vested common stock options issued under the 2009 Plan expired.

On September 30, 2021, 45,000 fully vested Class B stock options issued under the 2009 Plan also expired. An additional 30,000 fully vested Class B stock options issued under the 2009 Plan expire on September 26, 2026.

As of September 30, 2022 and 2021, no options were available for granting of Awards under the 2009 Plan. The Company’s 2009 Incentive Compensation Plan expired on October 1, 2021. There are no other existing equity compensation plans and arrangements previously approved by security holders as of September 30, 2022.

The following table summarizes option activity under the 2009 Plan:

	Number of Shares			Average Exercise Price Per Share
Options outstanding at September 30, 2020		252,492		$	6.205
Options exercised during fiscal 2021		(51,508	)	$	5.126
Options expired on September 30, 2021		(170,984	)	$	5.623
Options outstanding at September 30, 2021		30,000		$	11.380
Options cancelled on November 1, 2021		(30,000	)	$	11.380
Options outstanding at September 30, 2022		—		$	—

No options were granted or forfeited during the year ended September 30, 2022. On November 1, 2021, by unanimous vote of the Board of Directors of the Company and pursuant to the Company’s By-Laws, John E. Elliott was removed as CEO of the Company. As a result, the 30,000 fully vested, outstanding Class B stock options issued under the 2009 Plan were cancelled. No options were granted, forfeited or cancelled during the year ended September 30, 2021. The weighted average remaining contractual life on the options outstanding as of September 30, 2021 was 5.0 years under the 2009 Plan.