-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KcMW1wneEsWX9l2fX0AY4H4pcaFsUHQJXKhx45zkrzZ+umNzo91Zb+uBY23DS5ZW sig7hqEcCCoGjob5rCeJ1g== 0001089355-00-000317.txt : 20000502 0001089355-00-000317.hdr.sgml : 20000502 ACCESSION NUMBER: 0001089355-00-000317 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000615 FILED AS OF DATE: 20000501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIEBERT FINANCIAL CORP CENTRAL INDEX KEY: 0000065596 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 111796714 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 000-05703 FILM NUMBER: 615610 BUSINESS ADDRESS: STREET 1: 885 THIRD AVENUE STREET 2: SUITE 1720 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2126442400 MAIL ADDRESS: STREET 1: 885 THIRD AVENUE STREET 2: SUITE 1720 CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: MICHAELS J INC DATE OF NAME CHANGE: 19950221 DEF 14A 1 PROXY STATEMENT SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [x] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [x] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12 SIEBERT FINANCIAL CORP. ------------------------------------------------ (Name of Registrant as Specified In Its Charter) ------------------------------------------------ (Name of Person(s) Filing Proxy Statement, if other than the Reqistrant) Payment of Filing Fee (Check Appropriate Box): [x] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Dated Filed: SIEBERT FINANCIAL CORP. 885 THIRD AVENUE, SUITE 1720 NEW YORK, NEW YORK 10022 (212) 644-2400 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 15, 2000 DEAR SHAREHOLDERS: Notice is hereby given of the Annual Meeting of Shareholders of Siebert Financial Corp., a New York corporation , at The Harmonie Club, 4 East 60th Street, New York, New York, on Thursday, June 15, 2000 at 9:00 a.m., local time. The meeting's purpose is to: 1. Elect five directors; and 2. Consider any other matters that are properly presented at the Annual Meeting and any adjournment. You may vote at the Annual Meeting if you were one of our shareholders of record at the close of business on Monday, April 17, 2000. Along with the attached Proxy Statement, we are also enclosing a copy of our 1999 Annual Report to Shareholders, which includes our financial statements. To assure your representation at the meeting, please vote, sign and mail the enclosed proxy as soon as possible. We have enclosed a return envelope, which requires no postage if mailed in the United States. Your proxy is being solicited by the Board of Directors. Shareholders who attend the meeting may revoke their proxy and vote their shares in person. PLEASE VOTE - YOUR VOTE IS IMPORTANT Daniel Iesu SECRETARY New York, New York May 19, 2000 SIEBERT FINANCIAL CORP. 885 THIRD AVENUE, SUITE 1720 NEW YORK, NEW YORK 10022 (212) 644-2400 PROXY STATEMENT FOR THE 1999 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 15, 2000 INFORMATION ABOUT THE ANNUAL MEETING AND VOTING ANNUAL MEETING: June 15, 2000 The Harmonie Club 9:00 a.m., local time. 4 East 60th Street New York, New York RECORD DATE: Close of business on Monday, April 17, 2000. If you were a shareholder at that time, you may vote at the meeting. Each share is entitled to one vote. On the record date, we had 22,896,345 shares of our common stock outstanding. Of those shares, 19,878,700 shares were beneficially owned or controlled by Muriel Siebert, our Chairwoman and President and one of our directors. QUORUM: The holders of a majority of the outstanding shares of common stock, present in person or by proxy and entitled to vote, will constitute a quorum at the meeting. Abstentions and broker non-votes will be counted for purposes of determining the presence or absence of a quorum. AGENDA: 1. Elect five directors. 2. Any other proper business. However, we currently are not aware of any other matters that will come before the meeting. VOTE REQUIRED: Proposal 1: The five nominees for director who receive the most votes will be elected. If you do not vote for a nominee, or you indicate "withhold authority to vote" for any nominee on your proxy card, your vote will not count either for or against the nominee. BROKER NON-VOTES: If your broker does not vote on the proposal, it will have no effect on the vote with respect to the proposal. PROXIES: Please vote; your vote is important. Prompt return of your proxy will help avoid the costs of resolicitation. Unless you tell us on the proxy card to vote differently, we will vote signed returned proxies "FOR" the Board's nominees for director. If any nominee cannot or will not serve as a director, your proxy will vote in accordance with his or her best judgment. At the time we began printing this proxy statement, we did not know of any matters that needed to be acted upon 1 at the meeting other than those discussed in this proxy statement. However, if any additional matters are presented to the shareholders for action at the meeting, your proxy will vote in accordance with his or her best judgment. PROXIES SOLICITED BY: The Board of Directors Revoking Your PROXY: You may revoke your proxy before it is voted at the meeting. Proxies may be revoked if you either: - deliver a signed, written revocation letter, dated later than the proxy to be revoked, to Daniel Iesu, Secretary, at Siebert Financial Corp., 885 Third Avenue, Suite 1720, New York, New York 10022; - deliver a signed proxy, dated later than the first proxy, to Mr. Iesu at the address above; or - attend the Annual Meeting and vote in person or by proxy. Attending the meeting without doing more will not revoke your proxy. COST OF SOLICITATION: We will pay all costs of soliciting these proxies, estimated at $3,500 in the aggregate. Although we are mailing these proxy materials, our directors, officers and employees may also solicit proxies by telephone, facsimile, mail or personal contact. These persons will receive no additional compensation for their services, but we may reimburse them for reasonable out-of-pocket expenses. We will also furnish copies of solicitation materials to fiduciaries, custodians, nominees and brokerage houses for forwarding to beneficial owners of our shares of common stock held in their names, and we will reimburse them for reasonable out-of-pocket expenses. American Stock Transfer & Trust Company, our transfer agent, is assisting us in the solicitation of proxies for the meeting for no additional fee. YOUR COMMENTS: Your comments about any aspects of our business are welcome. You may use the space provided on the proxy card for this purpose, if desired. Although we may not respond on an individual basis, your comments help us to measure your satisfaction, and we may benefit from your suggestions. 2 EXECUTIVE COMPENSATION AND OTHER INFORMATION EXECUTIVE COMPENSATION: The following table shows salaries and bonuses paid during the last three years for our Chief Executive Officer and for our executive officers whose total annual salary and bonus during 1999 exceeded $100,000. SUMMARY COMPENSATION TABLE
LONG-TERM ANNUAL COMPENSATION COMPENSATION --------------------------------------------------------------- SECURITIES OTHER ANNUAL UNDERLYING STOCK NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS - --------------------------------------------------------------------------------------------------------- Muriel F. Siebert 1999 $150,000 -- -- -- Chairwoman and President 1998 150,000 -- -- -- 1997 150,000 -- -- -- Daniel Jacobson 1999 124,519(1) -- -- 20,000 Vice Chairman 1998 -- -- -- -- 1997 -- -- -- -- Nicholas P. Dermigny 1999 185,000 $185,000 -- -- Executive Vice President and 1998 185,000 175,000 -- 40,000 Chief Operating Officer 1997 125,000 187,500 -- 200,000 Mitchell M. Cohen 1999 121,538 125,000 -- -- Executive Vice President and 1998 25,000 20,000 -- 10,000 Chief Financial Officer 1997 -- -- -- -- Daniel Iesu 1999 70,000 80,000 -- -- Secretary 1998 70,000 65,000 -- 8,000 1997 50,000 65,000 -- 60,000
- ---------- (1) Mr. Jacobson began serving as our Vice Chairman on May 3, 1999. The amount of salary listed above reflects earnings for the period of May 3, 1999 through December 31, 1999. STOCK OPTIONS: Our 1997 Stock Option Plan was adopted by the Board in March 1997 and approved by our shareholders on December 1, 1997. The plan permits the issuance of either options intended to qualify as incentive stock options, or ISOs, under Section 422 of the Internal Revenue Code, or options not intended to qualify as ISOs. The aggregate fair market value of our common stock for which a participant is granted ISOs that first become exercisable during any given calendar year will be limited to $100,000. To the extent this limitation is exceeded, an option will be treated as a nonqualified stock option. The plan provides for the grant of options to purchase up to 2,100,000 shares of our common stock to our employees and the employees of our subsidiaries. The plan is administered by a committee of the Board, consisting of Patricia L. Francy and Jane H. Macon, which selects persons to receive awards under the Plan, determines the amount of each award and the terms and conditions governing the award, interprets the plan and any awards granted thereunder, 3 establishes rules and regulations for the administration of the plan and takes any other action necessary or desirable for the administration of the plan. The plan may be amended by the Board as it deems advisable. No amendment will become effective, however, unless approved by the affirmative vote of our shareholders if shareholder approval is necessary for the continued validity of the plan or if the failure to obtain shareholder approval would adversely affect the compliance of the plan under any rule or regulation applicable to it. No amendment may, without the consent of a participant, impair a participant's rights under any option previously granted under the plan. The price for which shares of our common stock may be purchased upon the exercise of an option will be the fair market value of the shares on the date of the grant of the option. An ISO granted to an employee who owns stock possessing more than 10% of the total combined voting power of all classes of our stock, however, shall have a purchase price for the underlying shares equal to 110% of the fair market value of our common stock on the date of grant. An option generally may be granted for a term not to exceed ten years from the date the option is granted. All options will be exercisable in accordance with the terms and conditions described in the option agreement relating to each option. Except under limited circumstances involving termination of employment due to retirement or death or disability, a participant may not exercise any option granted under the plan within the first year after the date of the grant of the option. Full payment of the purchase price for shares of our common stock purchased upon the exercise, in whole or in part, of an option must be made at the time of the exercise. The plan provides that the purchase price may be paid in cash or in shares of our common stock valued at their fair market value on the date of purchase. Alternatively, an option may be exercised in whole or in part by delivering a properly executed exercise notice, together with irrevocable instructions to a broker to deliver promptly to us the amount of sale or loan proceeds necessary to pay the purchase price and applicable withholding taxes. During the year ended December 31, 1999, we granted an option to purchase 20,000 shares of our common stock to our Vice Chairman at an exercise price of $32.50 per share. These options are exercisable at a rate of 20% on the first, second, third, fourth and fifth anniversaries of the date of grant and expire after the tenth anniversary of the date of grant. The following table sets forth certain summary information concerning individual grants of stock options made during the year ended December 31, 1999 to each of the officers named in the Summary Compensation Table. 4 OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE VALUE AT ASSUMED NUMBER OF % OF TOTAL ANNUAL RATES OF SHARES OPTIONS STOCK PRICE UNDERLYING GRANTED TO EXERCISE APPRECIATION FOR OPTIONS EMPLOYEES IN OR BASE PRICE EXPIRATION OPTION TERM (1) NAME GRANTED 1999 PER SHARE DATE 5% 10% - ----------------------------------------------------------------------------------------------------------------- Muriel F. Siebert -- -- -- -- -- -- Daniel Jacobson 20,000 58% $32.50 5/4/09 $425,000 $1,124,200 Nicholas P. Dermigny -- -- -- -- -- -- Mitchell M. Cohen -- -- -- -- -- -- Daniel Iesu -- -- -- -- -- --
- --------------------- (1) These amounts represent assumed rates of appreciation in the price of our common stock during the terms of the options in accordance with rates specified in applicable federal securities regulations. Actual gains, if any, on stock option exercises will depend on the future price of our common stock and overall stock market conditions. The following table sets forth at December 31, 1999 the number of options and the value of unexercised options held by each of the officers named in the Summary Compensation Table.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES VALUE OF UNEXERCISED NUMBER OF IN-THE-MONEY NUMBER OF UNEXERCISED OPTIONS OPTIONS AT SHARES AT YEAR END FISCAL YEAR END (1) ACQUIRED ON VALUE ------------------------------ ------------------------------- NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE - ----------------------------------------------------------------- --------------- ------------- --------------- Muriel F. Siebert -- -- -- -- -- -- Daniel Jacobson -- -- 4,000 16,000 -- -- Nicholas P. Dermigny 48,000 $ 1,193,782 40,000 152,000 $ 490,000 $1,862,000 Mitchell M. Cohen -- -- 2,000 8,000 16,250 65,000 Daniel Iesu 25,600 579,013 -- 42,400 -- 519,400
- ---------------------- (1) The dollar values have been calculated by determining the difference between the closing price of our common stock at December 31, 1999, $14.75 per share, and the exercise prices of the options. RESTRICTED STOCK AWARD PLAN: Our 1999 Restricted Stock Award Plan provides for awards to key employees of not more than 60,000 shares of our common stock, subject to adjustments for stock splits, stock dividends and other changes in our capitalization, to be issued either immediately after the award or at a future date. As of December 31, 1999, 41,400 shares of our common stock under the Restricted Stock Award Plan had been awarded and were outstanding. As provided in the plan and subject to restrictions, shares awarded may not be disposed of by the recipients for a period of one year from the date of the award. Cash dividends 5 on shares awarded are held by us for the benefit of the recipients, subject to the same restrictions as the award. These dividends (without interest) are paid to the recipients upon lapse of the restrictions. EMPLOYMENT AGREEMENT: We entered into an Employment Agreement dated as of April 9, 1999 with Daniel Jacobson to serve as our Vice Chairman, an officer position, beginning May 3, 1999. The agreement provides for an annual base salary of $185,000 plus such bonuses as may be authorized from time to time by our Board of Directors. The agreement has an initial three year term, with automatic extensions of one year unless terminated. If we terminate the agreement other than for "cause" or the permanent disability or death of Mr. Jacobson, he will be entitled to continue to receive his base salary for a period of (1) three years if the termination occurs during the first two years of the agreement, (2) two years if the termination occurs during years three or four of the agreement (3) and one year if the termination occurs thereafter. If we terminate the agreement due to the permanent disability of Mr. Jacobson, he will be entitled to continue to receive his base salary for a period of one year. In accordance with the agreement, we also granted an option to purchase 20,000 shares of our common stock to Mr. Jacobson at an exercise price of $32.50 per share. DIRECTOR COMPENSATION: Our non-employee directors receive an annual cash fee of $10,000. In addition, in 1997, we granted to each of our non-employee directors an option to purchase 40,000 shares of our common stock at $2.3125 per share. We do not compensate our employees or employees of our subsidiaries who serve as directors. COMPENSATION COMMITTEE REPORT TO STOCKHOLDERS: This report of our Compensation Committee of the Board of Directors shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, or under the Securities Exchange Act of 1934, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under these acts. Our Compensation Committee currently consists of Ms. Macon and Ms. Francy. The committee administers our executive compensation programs, monitors corporate performance and its relationship to compensation of executive officers, and makes appropriate recommendations concerning matters of executive compensation. 6 Compensation Philosophy: We believe that executive compensation should be closely related to increased shareholder value. One of our strengths that contributes to our successes is a strong management team. Our compensation program is designed to enable us to attract, retain and reward capable employees who can contribute to our continued success, principally by linking compensation with the attainment of key business objectives. Accordingly, our executive compensation program is designed to provide competitive compensation, support our strategic business goals and reflect our performance. Our compensation program reflects the following principles: o Compensation should encourage increased shareholder value. o Compensation programs should support our short- and long-term strategic business goals and objectives. o Compensation programs should reflect and promote our values and reward individuals for outstanding contributions toward business goals. o Compensation programs should enable us to attract and retain highly qualified professionals. Pay Mix and Measurement: Our executive compensation is comprised of two components, base salary and incentives, each of which is intended to serve the overall compensation philosophy. The Chief Executive Officer requested that her cash compensation for the year 1999 be limited to $150,000. The Company's philosophy is to keep base salaries on the lower end of what is considered standard for the industry, and to be flexible with bonuses when the circumstances warrant. The Committee reviews and approves our Chief Executive Officer's recommendation of salaries and bonuses for our senior executives. In performing its review, the Committee has separate discussions with each of the executives concerning their own duties and those of the other executives under review. Bonuses, except for our Vice Chairman's, are awarded for calendar year performance and take into account the accomplishments of the executive and the Company's overall performance. Our Vice Chairman's bonus is on fiscal year basis ending April 30 and has not as yet been determined. Stock options are awarded to some executives upon employment and generally vest over a five-yea period. Options on 25,000 shares were awarded to new 7 employees during 1999. Additionally, options on 9,500 shares were awarded to several employees during 1999, primarily in connection with promotions. Specific salary and incentive amounts are disclosed in the Summary Compensation Table and the Options Grants in Last Fiscal Year table. Patricia L. Francy Jane H. Macon CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS: As a registered broker-dealer, our subsidiary is subject to the Uniform Net Capital Rule under the Exchange Act. "Net capital" is defined as net worth (assets minus liabilities), plus qualifying subordinated borrowings, less certain deductions. Ms. Siebert loaned us $3 million pursuant to subordinated notes bearing interest at rates ranging from 5% to 8%. These notes were repaid by us in September 1999. In 1999, Ms. Siebert also pledged some of her shares of our common stock as collateral for the obligations of our subsidiary, Siebert, Brandford, Shank & Co., L.L.C., or SBS, under a $5,000,000 Revolving Subordinated Loan Agreement. We hold a 49% equity interest in SBS. In 1998, we loaned an aggregate of $4 million to SBS under temporary subordinated loan agreements entered into under the rules of the National Association of Securities Dealers, Inc. These loans were subsequently repaid. The foregoing transactions have been approved by the Board or a committee of the Board or by the shareholders and, to the extent that these arrangements are available from non-affiliated parties, are on terms no less favorable to us than those available from non-affiliated parties. OUR PERFORMANCE: The stock price performance graph below shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act or under the Exchange Act, except to the extent we specifically incorporate this information by reference, and shall not otherwise be deemed filed under these acts. 8 COMPARISON OF 37 MONTH CUMULATIVE TOTAL RETURN* AMONG SIEBERT FINANCIAL CORP., THE NASDAQ STOCK MARKET (U.S.) INDEX AND THE DOW JONES SECURITIES BROKERS INDEX EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
DOLLARS Cumulative Total Return ----------------------------------------------------------- 11/12/96 12/96 12/97 12/98 12/99 SIEBERT FINANCIAL CORP. 100.00 91.15 78.41 319.00 506.59 NASDAQ STOCK MARKET (U.S.) 100.00 106.11 130.01 183.32 339.26 DOW JONES SECURITIES BROKERS 100.00 116.32 211.59 240.64 372.68
* Assumes $100 invested on November 12, 1996 in our common stock and on October 31, 1996 in the indices presented. Amounts include reinvestment of diviedends. The above graph compares our performance from November 12, 1996, the date that our common stock commenced trading publicly, through December 31, 1999, against the performance of the Nasdaq Market Index and the Dow Jones Securities Brokers Index. 9 SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS MANAGEMENT OWNERSHIP: The following table lists share ownership of our common stock as of March 31, 2000. The information includes beneficial ownership by each of our directors and executive officers, by all directors and executive officers as a group and beneficial owners known by our management to hold at least 5% of our common stock. To our knowledge, each person named in the table has sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. Any information in the table on beneficial owners known by management to hold at least 5% of our common stock is based on information furnished to us by such persons or groups and statements filed with the SEC. SHARES OF PERCENT OF NAME OF BENEFICIAL OWNER(1) COMMON STOCK CLASS(2) - --------------------------------------------- -------------- ------------- Muriel F. Siebert 19,878,700 86.8% Mitchell M. Cohen 0 * NICHOLAS P. DERMIGNY 88,000(3) * DANIEL IESU 12,000(4) * DANIEL JACOBSON 4,000(5) * PATRICIA L. FRANCY 20,000(6) * JANE H. MACON 20,000(6) * DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP 20,022,700(7) 86.9% (seven persons) * Less than 1% - -------- (1) The address for each person named in the table is c/o Siebert Financial Corp., 885 Third Avenue, New York, New York 10022. (2) Percentages are computed in accordance with Rule 13d-3 under the Exchange Act. (3) Consists of 88,000 shares of our common stock that Mr. Dermigny has the right to acquire pursuant to a stock option grant. (4) Consists of 12,000 shares of our common stock that Mr. Iesu has the right to acquire pursuant to a stock option grant. (5) Consists of 4,000 shares of our common stock that Mr. Jacobson has the right to acquire pursuant to a stock option grant. (6) Consists of 20,000 shares of our common stock that the director has the right to acquire pursuant to a stock option grant. (7) Includes options to purchase an aggregate of 144,000 shares of our common stock described above. 10 PROPOSAL 1: ELECTION OF DIRECTORS GENERALLY: Our Board nominated five directors for election at the meeting. Each nominee currently is serving as one of our directors. If you re-elect them, they will hold office until the next annual meeting or until their successors have been elected. NOMINEES: MURIEL F. SIEBERT Muriel Siebert has been Chairwoman, President Age 67 and a director of Muriel Siebert & Co., Inc. since 1967 and the Siebert Financial Corp. since November 8, 1996. The first woman member of the New York Stock Exchange on December 28, 1967, Ms. Siebert served as Superintendent of Banks of the State of New York from 1977 to 1982. She is a director of the New York State Business Council, the Commission of Judicial Nomination and the Boy Scouts of Greater New York. Ms. Siebert is also on the executive committee of the Economic Club of New York. NICHOLAS P. DERMIGNY Nicholas Dermigny has been our Executive Vice Age 42 President and Chief Operating Officer since joining us in 1989. Prior to 1993, he was responsible for our retail discount division. Mr. Dermigny became an officer and director on November 8, 1996. PATRICIA L. FRANCY Patricia Francy is Treasurer and Controller of Age 54 Columbia University. She previously served as the University's Director of Finance and Director of Budget Operations and has been associated with the University since 1969. Ms. Francy became a director on March 11, 1997. JANE H. MACON Jane Macon is a partner with the law firm of Age 53 Fulbright & Jaworski L.L.P., San Antonio, Texas. Fulbright & Jaworski L.L.P. provides legal services to us. Ms. Macon became a director on November 8, 1996.
11 DANIEL JACOBSON Daniel Jacobson has been our Vice Chairman since Age 71 May 1999. Prior to joining us, Mr. Jacobson was a partner at Richard A. Eisner & Company, LLP. Mr. Jacobson is also a director of Barnwell Industries, Inc. Mr. Jacobson became an officer and a director on May 3, 1999.
BOARD MEETINGS: In 1999, the Board held five meetings and acted three times by unanimous written consent. Each incumbent director attended at least 75% of his or her Board meetings and all of his or her committee meetings. BOARD COMMITTEES: The Board has standing Audit and Compensation Committees, each currently consisting of Ms. Macon and Ms. Francy. The duties of the Audit Committee include: - review with the independent public accountants of the scope of their audit, the audited consolidated financial statements, and any internal control comments contained in the independent public accountants' management letter, including corrective action taken by management; - review of our interim unaudited financial reports; - review with the independent public accountants of the adequacy of our internal accounting control systems; and - review and approval of management's recommendation for the appointment of outside independent public accountants. The Audit Committee held two meetings during 1999. The Compensation Committee held one meeting during 1999. SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE: Section 16(a) of the Exchange Act requires our executive officers and directors and persons who beneficially own more than 10% of our common stock to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission. These executive officers, directors and shareholders are required by the SEC to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of the copies of the forms furnished to us, we believe that during fiscal 1999 all Section 16(a) filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were complied with on a timely basis. 12 INDEMNIFICATION OF OFFICERS AND DIRECTORS: We indemnify our executive officers and directors to the extent permitted by applicable law against liabilities incurred as a result of their service to us and against liabilities incurred as a result of their service as directors of other corporations when serving at our request. We have a directors and officers liability insurance policy, underwritten by Executive Risk Indemnity, Inc., in the aggregate amount of $10 million. As to reimbursements by the insurer of our indemnification expenses, the policy has a $150,000 deductible; there is no deductible for covered liabilities of individual directors and officers. In addition, we have an excess directors and officers liability insurance policy, underwritten by the Gulf Insurance Company, in the amount of $5 million. VOTE REQUIRED: The five nominees for director who receive the most votes will be elected. The enclosed proxy allows you to vote for the election of all of the nominees listed, to "withhold authority to vote" for one or more of the nominees or to "withhold authority to vote" for all of the nominees. If you do not vote for a nominee, or you indicate "withhold authority to vote" for any nominee, on your proxy card, your vote will not count either for or against the nominee. Also, if your broker does not vote on any of the three proposals, it will have no effect on the election. The persons named in the enclosed proxy intend to vote "FOR" the election of all of the nominees. Each of the nominees currently serves as a director and has consented to be nominated. We do not foresee that any of the nominees will be unable or unwilling to serve, but if such a situation should arise your proxy will vote in accordance with his or her best judgment. THE BOARD DEEMS "PROPOSAL 1: ELECTION OF DIRECTORS" TO BE IN THE BEST INTERESTS OF SIEBERT FINANCIAL CORP. AND ITS SHAREHOLDERS AND RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR. 13 RELATIONSHIP WITH INDEPENDENT AUDITORS Richard A. Eisner & Company, LLP currently serves as our independent auditors. A representative of Richard A. Eisner & Company, LLP will be present at the Annual Meeting and will have an opportunity to make a statement if he desires to do so, and will respond to appropriate questions from stockholders. SHAREHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING If you wish to submit proposals to be presented at the 2001 Annual Meeting of our shareholders, the proposals must be received by us no later than January 17, 2001 for them to be included in our proxy materials for that meeting. OTHER MATTERS The Board does not know of any other matters to be presented at the meeting. If any additional matters are properly presented to the shareholders for action at the meeting, the persons named in the enclosed proxies and acting thereunder will have discretion to vote on these matters in accordance with their own judgment. YOU MAY OBTAIN A COPY OF OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WITHOUT CHARGE BY WRITING TO: DANIEL IESU, SECRETARY, SIEBERT FINANCIAL CORP., 885 THIRD AVENUE, SUITE 1720, NEW YORK, NEW YORK 10022 OR CALLING 800-872-0711. By Order of the Board of Directors Daniel Iesu Secretary Dated: May 19, 2000 PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE VOTE - YOUR VOTE IS IMPORTANT 14 SIEBERT FINANCIAL CORP. PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS ANNUAL MEETING OF SHAREHOLDERS - JUNE 15, 2000 The undersigned hereby appoint Daniel Iesu and Mitchell M. Cohen, and each of them, the proxies of the undersigned, with power of substitution to each of them to vote all shares of Siebert Financial Corp. which the undersigned is entitled to vote at the Annual Meeting of Shareholders of Siebert Financial Corp. to be held at The Harmonie Club, 4 East 60th Street, New York, New York on Thursday, June 15, 2000 at 9:00 A.M., local time, and at any adjournments thereof. Unless otherwise specified in the spaces provided, the undersigned's vote will be cast FOR item (1). (Continued, and to be signed and dated, on the reverse side) FOR ALL NOMINEES WITHHOLD AUTHORITY LISTED BELOW (to vote for all (except as marked nominees listed below) to the contrary below)
1. ELECTION OF NOMINEES: Muriel F. Siebert, 2. In their discretion on DIRECTORS: [_] [_] Nicholas P. Dermigny, any other business which Patricia L. Francy, may properly come before (INSTRUCTION: To withhold authority to vote for any individual Jane H. Macon and the meeting or any nominee, write that nominee's name on the space Daniel Jacobson adjournments thereof. write that nominee's name on the space provided. below). Date: , 2000 Date: , 2000 - -------------------------------------- ------------- --------------------------------- ------------- Signature of Stockholder Signature of Joint Owner, if any
Please sign exactly as your name appears above. When signing as attorney, executor, administrator, trustee or guardian, please give your full title as such. Votes MUST be indicated (X) in black or blue ink. Please Sign and Return in Enclosed Envelope. No Postage is Required. -----END PRIVACY-ENHANCED MESSAGE-----