DEF 14A 1 def14a.txt DEFINITIVE PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ___ ) 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 Section 240.14a-12 Kavilco Incorporated -------------------------------------------------------------------- (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): [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) Date Filed: [LOGO] KAVILCO INCORPORATED OCTOBER 5, 2009 RE: ANNUAL MEETING NEW LOCATION Dear Shareholder: You are invited to attend Kavilco's 36th Annual Meeting to be held on November 7, 2009 at CAPE FOX LODGE in Ketchikan, Alaska. Details about the meeting are described in the enclosed Notice of Annual Meeting and Proxy Statement. We strongly encourage you to attend the Annual Meeting. Attendance at our shareholder meetings helps to maintain good communication and understanding. Chief Financial Officer Scott Burns and I will be there to report on current operations and discuss future plans. We will also provide time for your questions and comments. Voting is one of your most important rights as a shareholder and I encourage you to exercise your right to vote in this election. Even if you plan to attend the Annual Meeting, we urge you to vote your proxy as soon as possible. Your strong support for your Corporation is respectfully requested. Sincerely, /s/ Louis A. Thompson Louis A. Thompson President\Chief Executive Officer [LOGO] KAVILCO INCORPORATED 600 University Street, Suite 3010 Seattle, WA 98101-1129 NOTICE OF 36th ANNUAL MEETING DATE: November 7, 2009 REGISTRATION: 11:00 a.m. - 12 noon MEETING BEGINS: 1:00 p.m. PLACE: Cape Fox Lodge, 800 Venetia Way, Ketchikan, Alaska ITEMS OF BUSINESS: (1) To elect three (3) Directors to Class II, with a term expiring in 2012. Incumbents are John Campbell, Kenneth Gordon and Louis Jones, Sr. (2) To ratify the Company's selection of independent public accountants. (3) To consider such other business as may properly come before the meeting or any adjournments thereof. RECORD DATE: You are entitled to vote if you were a shareholder at the close of business on October 5, 2009. VOTING BY PROXY: Promptly complete, sign and return the enclosed proxy in the postage paid envelope provided even if you plan to attend the meeting. You may still vote in person at the meeting even though you have previously signed and mailed a proxy. THIS PROXY STATEMENT AND PROXY CARD ARE BEING DISTRIBUTED ON OR ABOUT OCTOBER 5, 2009. By order of the Board of Directors, /s/ John Campbell John Campbell Secretary [LOGO] KAVILCO INCORPORATED 600 University Street, Suite 3010 Seattle, WA 98101-1129 PROXY STATEMENT QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING Q. WHY AM I RECEIVING THESE MATERIALS? A. The Board of Directors of Kavilco Inc. is providing these proxy materials to you in connection with the solicitation by the Board of proxies to be voted at Kavilco's Annual Meeting. Only shareholders of record holding Class A shares at the close of business on October 5, 2009 are entitled to vote. As a shareholder with Class A shares you are urged to vote on the proposals described in this proxy statement. All shareholders should complete and mail their proxy even if they plan to attend the meeting. The bylaws of the Corporation state that at least a majority of the total number of shares of Class A stock must be present, either in person or by proxy, to establish a quorum at the meeting. Conducting business will begin when a quorum is established. Q. WHAT IS THE QUORUM REQUIREMENT OF THE MEETING? A. The quorum requirement for holding the meeting and transacting business is a majority (50% plus one (1) vote) of the shares of Class A stock. The shares may be present in person or by proxy. Kavilco currently has 11,576.83 shares outstanding of Class A stock. Kavilco knows of no person to be the beneficial owner of more than 5% of the outstanding shares of the Company. Q. WHAT IS A PROXY? A. PROXY - 1. The authority to act for another, as in voting; 2. A document so authorizing one or a person so authorized. By completing and returning the enclosed proxy card, you will authorize the Board members elected during our last Annual Meeting, a majority of them or any of them acting alone in the absence of others to vote your shares for you. As your proxy, you are authorizing them to vote all of your shares with all the powers you would have if you were personally present. If you do not want to appoint the individuals named in the proxy card to act as your proxy (that is to vote your shares for you) you may, as provided in the bylaws, appoint someone else to act as your proxy by giving that person a written authorization to vote your shares of stock on your behalf at the Annual Meeting. Proxies may also be solicited personally, by telephone, by employees, officer and agents of the Company. Unless otherwise instructed, the proxy holders will vote proxies received by them for these nominees. In the event any nominee should not be available for election, the discretionary authority provided in the proxy will be exercised to vote for such other person(s) as may be designated by the present Board of Directors. Q. HOW CAN I VOTE MY SHARES? A. Each Class A shareholder is entitled to one (1) vote for each share owned and may vote the total number of his or her shares for as many persons as there are directors being elected. Alternatively, shareholders are entitled to cumulative voting and may give a nominee as many votes as equal to the number of directors to be elected multiplied by the number of shares owned. Also, shareholders may allocate these votes on the same principle among any number of nominees. Using the sample proxy card included in this packet of materials, complete the Proxy card with your name on it and mail it to Kavilco's Inspector of Elections in the enclosed envelope. Q. CAN I CHANGE MY VOTE? A. If you change your mind after voting, you may revoke your proxy and change your proxy instructions prior to the Annual Meeting, either by telephoning Scott Burns, Chief Financial Officer at Kavilco's Seattle office; providing a written statement to Kavilco at the address above; or by voting again at the meeting. Q. WHO WILL COUNT THE VOTE? A. Representatives of Mecham, Richardson & Company will tabulate the votes and act as the Inspectors of Election. Q. WHO WILL BEAR THE COST OF SOLICITING VOTES AND SEC COMPLIANCE FOR THE MEETING? A. Kavilco Incorporated will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials as well as submitting it to the Securities and Exchange Commission for review. Q. MAY I PROPOSE ACTIONS FOR CONSIDERATION AT NEXT YEAR'S ANNUAL MEETING OR NOMINATE INDIVIDUALS TO SERVE AS DIRECTORS? A. You may submit proposals for consideration at future shareholder meetings as follows: * TO BE INCLUDED IN THE PROXY STATEMENT. In order for a shareholder proposal to be considered for inclusion in Kavilco's proxy statement for next year's Annual Meeting, the written proposal must be received by the Secretary no later than June 8, 2010. These proposals must be in writing and sent to: Kavilco Incorporated, 600 University Street, Suite 3010, Seattle, Washington 98101-1129. These proposals also will need to comply with Securities and Exchange Commission regulations regarding the inclusion of shareholder proposals in Company-sponsored proxy materials. * TO BE RAISED FROM THE FLOOR. Similarly, in order for a shareholder proposal to be raised from the floor during next year's Annual Meeting, the shareholder's written notice must be received by the Secretary before August 10, 2010 and sent to: Kavilco Incorporated, 600 University Street, Suite 3010, Seattle, Washington 98101-1129. The proposal must comply with Securities and Exchange Commission regulations. Pursuant to regulations, this proxy and accompanying materials have been submitted to the Securities and Exchange Commission for review in conjunction with this mailing. PROPOSALS TO BE VOTED ON (1) ELECTION OF DIRECTORS Kavilco's bylaws provide that the corporation shall be managed by a Board of Directors composed of nine (9) members elected in three classes, each consisting of three (3) members. The election of directors is staggered so that only three (3) directors are elected each year. The Board of Directors recommends the election of the three nominees listed below, all of who are presently Board members, to serve a three- (3-) year term and until their successors are elected and qualified: John Campbell Kenneth Gordon Louis Jones, Sr. Unless otherwise instructed, the proxy holders will vote proxies received by them for these nominees. In the event any nominee should not be available for election, the discretionary authority provided in the proxy will be exercised to vote for such other person(s) as may be designated by the present Board of Directors. BOARD STRUCTURE AND COMPENSATION The Board officers as defined by the corporate by-laws are President/Chairman, Vice President, Secretary and Treasurer. However, Kavilco does not currently have a Treasurer, but employs a Chief Financial Officer. The Board President/Chairman also is employed as Chief Executive Officer. The Board of Directors recommends the election of the Class II incumbents: John Campbell, Kenneth Gordon and Louis Jones, Sr. All cash compensation paid by the Company for the year ended December 31, 2008, to each of the most highly paid Executive Officers, whose cash compensation exceeds $60,000.00, and to all executive officers as a group, is as shown in the following table: CASH COMPENSATION TABLE
(A) (B) (C) Name of Individual Capacities in Cash Or Number in Group Which Served Compensation -------------------------------------------------------------------- Louis A. Thompson Chief Executive $ 90,826 Officer, Chairman and President Scott Burns Chief Financial $ 130,360 Officer All the executive officers as a group (2 persons) $ 221,186
COMPENSATION PURSUANT TO PLANS The Company has a retirement plan for its employees that is a defined contribution plan with the annual contribution being equal to 20% of the participant's salary. All contributions are pooled in a brokerage trust account held at Charles Schwab. INFORMATION AS TO NOMINEES AND CONTINUING DIRECTORS On the Record Date, there were 11,576.83 shares of Class A Stock of the Company outstanding. The following table shows the beneficial ownership of the officers and directors of the Company, individually and as a group, of Class A stock as of October 5, 2009:
--------------------------------------------------------------------- Term Principal Amount of Positions Office Occupation & Beneficial & Offices as Employment Ownership/% with the Director Director During Past of Class A Name Company Class Expires Since Five Years on 10/05/09 --------------------------------------------------------------------- Louis A. President III 2010 1972 Chief 137 Thompson /CEO Executive 1.18% Age 73 Officer Louis Director/ II 2009 1979 Retired Chief 120 Jones, Sr. Vice Engineer 1.04% Age 71 President Alaska Marine Hwy John Director/ II 2009 1994 Police 162 Campbell Secretary Officer 1.39% Age 40 Jeane Director I 2011 1993 English 130 Breinig Professor 1.08% Age 54 University of Alaska Kenneth Director II 2009 1994 Realtor 100 Gordon 0.86% Age 49 Ramona Director I 2011 1973 Office 150 Hamar Manager for a 1.29% Age 66 Dentist's Office Laird A. Director III 2010 1994 Economic 109 Jones Development 0.94% Age 54 Coordinator Melanie Director III 2010 1997 Sign Shop 100 Locklear Owner 0.86% Age 40 Marie K. Director I 2011 2003 Human 100 Miller Resources 0.86% Age 44 Manager Scott Chief Chief - 0 - Burns Financial Financial - 0 -% Age 63 Officer Officer for Kavilco ---------------------------------------------------------------------
FAMILY RELATIONSHIPS BOARD MEMBER RELATIONSHIP Louis A. Thompson, No relationship to any Board Members President/CEO Louis Jones, Sr., 1st Cousin to Laird Jones and Vice President Jeane Breinig Brother to Ramona Hamar John Campbell, 1st Cousin to Kenneth Gordon Secretary Jeane Breinig, 1st Cousin to Laird Jones, Director Ramona Hamar and Louis Jones, Sr Kenneth Gordon, 1st Cousin to John Campbell Director Ramona Hamar, 1st Cousin to Laird Jones and Director Jeane Breinig Sister to Louis Jones, Sr. Laird Jones, 1st Cousin to Jeane Breinig, Director Ramona Hamar and Louis Jones, Sr. Melanie Locklear, Sister to Marie Miller Director Marie Miller, Sister to Melanie Locklear Director The Securities and Exchange Commission Section 8.08[3][b] requires "if any of the persons listed are related by blood, marriage or adoption (up through first cousins), the relationship must be explained." Laird Jones, John Campbell and Jeane Breinig also serve on the Board of Directors of Kasaan Haida Heritage Foundation. None of Kavilco's other Directors hold directorships anywhere else. The Company does not have an auditing, nominating or compensation committee. However the Board of Directors reviews annually the auditor's independence letter, management letter, statement of auditing standards letter and internal control memo. The Board of Directors selects nominees from incumbent Directors of the Company. The Board of Directors review employees' compensation every three years and occasionally reviews per diem and fees. The last review and subsequent increase took place in March 2007. The Board of Directors held six regular bimonthly meetings for the year ended December 31, 2008. COMPENSATION OF DIRECTORS Each officer and director receives $1,100 in fees and $500 in per diem for each meeting they attend. In addition the Company pays for up to four (4) days of travel and hotel expenses to attend the meetings. Several Directors also participate in a Company medical insurance program. (2) RATIFICATION OF INDEPENDENT PUBLIC Accountants The approval of selection of Moss Adams LLP as independent public accountants of the Company is voted on by the Board of Directors at their Board Meeting prior to the Annual Meeting. Shareholders are asked to approve or ratify this selection. Unless the proxy holders are instructed otherwise, proxies will vote for the selection of Moss Adams LLP as independent public accountants. If this selection is not approved, the Board of Directors intends to take the matter under advisement. No representative of Moss Adams LLP is expected to be present at the Annual Meeting. Kavilco paid Moss Adams LLP $5,300.00 for income tax preparation and $25,873.50 for audit services for the fiscal year ended December 31, 2008 for a total of $31,173.50. OTHER MATTERS The Board of Directors knows of no matters, other than those mentioned in the proxy, to be brought before the meeting. However, if other matters do properly come before the meeting, it is the intention of the proxy holders to vote proxies according to their best judgment. By Order of the Board of Directors /s/ Louis A. Thompson Louis A. Thompson President Seattle, Washington October 5, 2009 KAVILCO INCORPORATED PROXY Solicitation by the Board of Directors for the 2009 Annual Meeting of Shareholders As to matters 1 and 2, discretionary authority is hereby granted to any such matter as to which no choice is indicated. Discretionary authority is hereby granted as to any other matters that may lawfully come before the meeting. Management knows of no other matters to be considered by the Shareholders. CHECK BOX (A) OR (B) (1) (A) [ ] TO VOTE DISCRETIONARY for the election of three Nominees as set forth in the Board of Directors' Proxy Statement for the three-year terms ending in 2012. The undersigned hereby appoints Jeane Breinig, Ramona Hamar and Marie Miller, or any of them, Proxies for the undersigned to vote on their behalf. (B) [ ] TO VOTE DIRECTED in the manner set forth below for the election of the Nominees below for the Board of Directors of the Corporation for three-year terms ending in 2012. Nominee Number of Shares X 3 = Number of Votes Cast ---------------------------------------------------------- John Campbell --------------- X 3 ----------------- Kenneth Gordon --------------- X 3 ----------------- Louis Jones, Sr. --------------- X 3 ----------------- (2) To ratify the selection of Moss Adams LLP as the independent public accountants for the Company. FOR [ ] AGAINST [ ] ABSTAIN [ ] THE BOARD OF DIRECTORS MAKES THE FOREGOING PROPOSALS AND THE PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND WILL BE VOTED AS SPECIFIED. PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE POSTAGE PAID ENVELOPE PROVIDED. Name: Date , 2009 ------------------------------- Class: # of Shares: SIGNATURE: ------------------------------------------- Sign here exactly as name appears to the left As custodian for: ------------------------------------------- (Minor's name of applicable) When signing as custodian for a minor, or as executor, administrator, attorney, trustee or guardian, please write your full title as such. If your name appears as "John A. Smith, Sr., as custodian for John A. Smith, Jr.," sign "John A. Smith, Sr., as custodian for John A. Smith, Jr."