☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☐
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Definitive Proxy Statement
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☒
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Definitive Additional Materials
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☐
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Soliciting Material Pursuant to § 240.14a-12
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☒ |
No fee required
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□ |
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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1)
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Title to each class of securities to which transaction applies:
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2)
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Aggregate number of securities to which transaction applies:
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3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act
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4)
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Proposed maximum aggregate value of transaction:
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5)
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Total fee paid:
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□ |
Fee paid previously with preliminary materials.
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□ |
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify
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1) |
Amount Previously Paid:
|
2) |
Form, Schedule or Registration Statement No.:
|
3) |
Filing Party:
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4) |
Date Filed:
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1.
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Election of seven directors.
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2.
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Ratification of the appointment of HoganTaylor LLP as our independent registered public accounting firm for fiscal 2020.
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3.
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Proposal to approve an amendment to the Company’s 2015 Incentive Stock Plan increasing the authorized number of shares of common stock under the plan by 1,000,000 shares.
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4.
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Proposal to approve director compensation plan.
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5.
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Proposal to approve, on an advisory basis, the compensation of our named executive officers.
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6.
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Proposal to approve, on an advisory basis, the frequency of seeking approval of our executive officer compensation.
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7.
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Any other business as may properly come before the shareholders at the meeting.
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TABLE OF CONTENTS
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Page
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General Information About The Meeting And Voting
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Identification of Officers
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Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
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Proposal No. 1: Election of Directors
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|
Board of Directors
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Audit Committee
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Compensation Committee
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Corporate Governance and Nominating Committee
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Strategic Direction Committee
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Strategy and Corporate Planning Committee |
16 |
Code of Ethics
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Certain Relationships and Related Transactions
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Section 16(a) Beneficial Ownership Reporting Compliance
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Compensation of Directors and Executive Officers
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Summary Compensation Table
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Proposal No. 2: Ratification of Appointment of Independent Registered Public
Accounting Firm
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Principal Accounting Fees and Services
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Proposal No. 3: Approval of Amendment to 2015 Incentive Stock Plan
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Proposal No. 4: Approval of 2020 Director Compensation Plan
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28 |
Proposal No. 5: Advisory Vote to Approve Executive Compensation
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29 |
Proposal No. 6: Advisory Vote on Frequency of Executive Compensation Vote
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30 |
Shareholder Proposals for 2021 Annual Meeting
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Other Matters
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• |
each person known by us who beneficially owns more than 5% of any class of our voting stock;
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• |
each director and nominee for director;
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• |
each executive officer named in the Summary Compensation Table on page 18; and
|
• |
our directors and executive officers as a group.
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Name and Address
Of Beneficial Owner
|
Number of Shares of
Common Stock
Beneficially Owned (1)
|
Percent
Of
Class (1)
|
|
David E. Chymiak
|
2,714,805
|
(2)
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26.1%
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1221 East Houston Street
|
|||
Broken Arrow, OK 74012
|
|||
Kenneth A. Chymiak
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1,984,367
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(3)
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19.2%
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Susan C. Chymiak |
|||
15512 Larsen Street
|
|||
Overland Park, KS
|
|||
Thomas A. Satterfield, Jr.
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991,000
|
(4)
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9.6%
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2609 Caldwell Mill Lane
|
|||
Birmingham, AL 35243
|
|||
Joseph E. Hart
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233,184
|
(5)
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2.2%
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Scott A. Francis
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152,370
|
(6)
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1.5%
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James C. McGill
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125,230
|
(7)
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1.2%
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Thomas J. Franz
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70,063
|
*
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|
David W. Sparkman
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32,052
|
*
|
|
Donald E. Kinison
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50,001
|
(8)
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*
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Kevin D. Brown
|
‒
|
(9)
|
*
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Colby J. Empey
|
11,000
|
(10)
|
*
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All Executive Officers and directors as a group (9 persons)
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3,388,705
|
(11)
|
31.5%
|
(1) | Shares which an individual has the right to acquire within 60 days pursuant to the exercise of options are deemed to be outstanding for the purpose of computing the percentage ownership of such individual, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. Includes shares for which the person has sole voting and investment power, or has shared voting and investment power with his/her spouse. |
(2)
|
Includes 50,000 shares subject to stock options which are fully exercisable. Substantially all of these shares are pledged to the Company to secure the promissory note issued by the buyer in connection with the
sale of the Company’s cable television segment. See “Certain Relationships and Related Transactions.”
|
(3) |
Of the shares beneficially owned by Mr. Chymiak, 1,796,000 are held of record by his spouse, Susan C. Chymiak as trustee of the Susan Chymiak Revocable Trust. Mr. Chymiak has sole voting and investment power
over those shares held of record by him. Mr. Chymiak disclaims beneficial ownership of the shares held by his wife.
|
(4) |
Based on a Schedule 13G/A, filed on February 13, 2019, of Mr. Satterfield’s reported ownership, 30,000 shares are held jointly with Mr. Satterfield’s spouse; 3,400 shares are held individually by Mr.
Satterfield’s spouse; 75,000 shares are held by Tomsat Investment & Trading Co., Inc., a corporation wholly-owned by Mr. Satterfield and of which he serves as President; and 380,000 shares are held by Caldwell Mill Opportunity Fund,
which fund is managed by an entity of which Mr. Satterfield owns a 50% interest and serves as Chief Investment Manager. Additionally, Mr. Satterfield has limited powers of attorney for voting and disposition purposes with respect to the
following shares: A.G. Family L.P. (375,000 shares); Jeanette Satterfield Kaiser (28,000 shares); Richard W. Kaiser, III (15,000 shares); and David Satterfield (18,000 shares). These individuals and entities have the right to receive or
the power to direct the receipt of the proceeds from the sale of their respective shares.
|
(5) | Includes 200,000 shares subject to stock options which are fully exercisable. Mr. Hart has a total of 200,000 stock options. |
(6)
|
Includes 110,000 shares subject to stock options which are fully exercisable. Mr. Francis has a total of 130,000 stock options.
|
(7)
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Includes 55,147 shares acquired on 10/08/18 that will vest 20% per year with the first installment vesting on the first anniversary of each grant.
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(8) |
Includes 50,001 shares subject to stock options which are fully exercisable. Mr. Kinison has a total of 100,000 stock options.
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(9) |
Mr. Brown has a total of 75,000 stock options, none of which are exercisable at this time. The Company has an obligation to award Mr. Brown 25,000 additional stock options once shares are available in the 2015
Incentive Stock Plan, which will occur if proposal # 3 is approved.
|
(10) |
Mr. Empey directly owns 11,000 shares purchased on 8/23/19. Mr. Empey has a total of 75,000 stock options, none of which are exercisable at this time. The Company has an obligation to award Mr. Empey 25,000
additional stock options once shares are available in the 2015 Incentive Stock Plan, which will occur if proposal #3 is approved.
|
(11) |
Includes 410,001 shares subject to stock options which are fully exercisable.
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Plan Category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a)
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Weighted-average exercise price of outstanding options, warrants and rights
(b)
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Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(c)
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|||||||||
Equity compensation plans approved by security holders
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770,000
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$
|
1.73
|
7,154
|
||||||||
Equity compensation plans not approved by security holders
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0
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0
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0
|
|||||||||
Total
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770,000
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$
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1.73
|
7,154
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• |
Selects the firm that will serve as our independent registered public accounting firm;
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• |
Reviews scope and results of audits with our independent registered public accounting firm, compliance with any of our accounting policies and procedures and the adequacy of our system of internal controls;
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• |
Oversees quarterly reporting; and
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• |
Performs the other functions listed in the Charter of the Audit Committee, a current copy of which may be found on our website at www.addvantagetechnologies.com.
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• |
selected HoganTaylor as our independent registered public accounting firm for the audit of the fiscal 2019 financial statements and the review of the interim quarterly financial statements;
|
• |
reviewed and discussed the audited financial statements for the fiscal year ended September 30, 2019 with management;
|
• |
discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU Section
380), adopted by the Public Company Accounting Oversight Board in Rule 3200T;
|
• |
received the written disclosures and the letter from the independent registered public accounting firm required by the applicable requirements of the Public Company Accounting Oversight Board regarding the
independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the independent registered public accounting firm’s
independence; and
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• |
based on the reviews and discussions referred to above, recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K for fiscal year 2019 for filing with the
Securities and Exchange Commission (the “SEC”).
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Thomas J. Franz
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James C. McGill
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David W. Sparkman
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1)
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an understanding of generally accepted accounting principles and financial statements;
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2)
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the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves;
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3)
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experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth
and complexity of issues that can reasonably be expected to be raised by the
registrant’s financial statements, or experience actively supervising one or more persons engaged in such activities;
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4)
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an understanding of internal control over financial reporting; and
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5)
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an understanding of audit committee functions.
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• |
Evaluates performance and sets compensation and benefits of Chief Executive Officer;
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• |
Approves compensation and benefits programs of our other named executive officer(s);
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• |
Approves compensation and benefits of our non-employee Board of Directors; and
|
• |
Performs the other functions listed in the Charter of the Compensation Committee, a current copy of which may be found on our website at www.addvantagetechnologies.com.
|
• |
Provides oversight of the governance of the Board of Directors;
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• |
Makes recommendations to the Board as a whole concerning board size and composition;
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• |
Identifies individuals qualified to become Board members;
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• |
Selects or recommends that the Board select the director nomineesto stand for election at the annual meeting of shareholders;
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• |
Recommends to the Board nominees for the positions of Chairman of the Board, chairmen of the various committees of the Board, and members of the various committees of the Board; and
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• |
Performs other functions listed in the Charter of the Corporate Governance and Nominating Committee, a current copy of which may be found on our website at www.addvantagetechnologies.com.
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• |
Negotiate and approve or disapprove a transaction with David E. Chymiak or his affiliate for the sale of the Cable TV segment of the Company; and
|
• |
Consider strategic options for the Company.
|
• |
the development of the Company’s short-term and long-term strategic Plan;
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• |
oversees the execution of the Company’s strategic Plan;
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• |
help develop new and enhance existing relationships with Customers;
|
• |
assists with business development and internal expansion efforts;
|
• |
pursuing Merger and Acquisition opportunities; and
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• |
the development of a Working Capital Strategy and Capital-Raise Plan to achieve the above.
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Name
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Fees Earned or
Paid in Cash
|
Restricted Stock Awards
|
Total
Compensation
|
|||||||||
Thomas J. Franz (1) (2) (3) (4)
|
$
|
15,350
|
$
|
-
|
(5) |
$
|
15,350
|
|||||
David E. Chymiak (7)
|
$
|
3,500
|
(7)
|
$
|
-
|
(5) |
$
|
3,500
|
||||
James C. McGill (1) (2) (3) (4) (6)
|
$
|
75,000
|
(6)
|
$
|
15,000
|
(5)
|
$
|
90,000
|
||||
John M. Shelnutt
|
$
|
4,250
|
(6)
|
$
|
-
|
(5) |
$
|
4,50
|
||||
David W. Sparkman (1) (2) (3) (4)
|
$
|
15,500
|
$
|
-
|
(5) |
$
|
15,500
|
(1)
|
Member of the Audit Committee.
|
(2)
|
Member of the Corporate Governance and Nominating Committee.
|
(3)
|
Member of the Compensation Committee.
|
(4)
|
Member of the Strategic Direction Committee.
|
(5)
|
The directors are normally granted $15,000 of restricted stock in March each fiscal year. However, there were not enough shares available under the 2015 Incentive Stock
Plan to grant the directors in March 2019. The fair value of the stock awards are amortized over the 12-month holding period to compensation
expense in the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K. The fair value of the stock award was based on the closing market
price of the stock on the date of grant.
|
(6)
|
James C. McGill and the Company entered into a Letter Agreement on October 8, 2018, which provides that Mr. McGill will receive annual compensation in the form of $75,000
cash and $75,000 in shares of restricted stock for serving as Chairman of the Board. The shares will be delivered 20% per year over five years.
Mr. McGill received his first $15,000 of restricted stock on October 8, 2018, but he has not yet received his $15,000 of restricted stock on October 8, 2019 as the
Company does not have enough stock under the 2015 Incentive Stock Plan. If Proposal #3 is approved, the shares owed to Mr. McGill will be granted to him
effective as of October 8, 2019.
|
(7)
|
David Chymiak’s director compensation represents his compensation when he was no longer Chief Technology Officer in July 2019 through September 2019.
|
Name and Principal Position
|
Year
|
Salary
|
Bonus
|
Restricted
Stock
Awards
(1)
|
Option Awards
(2)
|
Non-Equity
Incentive Plan
Compensation
|
All Other
Compensation
(3)
|
Total
Compensation
|
||||||||||||||||||
Joseph E. Hart
|
Principal Executive Officer (4)
|
2019
2018
|
$
$
|
303,846
57,692
|
$
$
|
(9)
–
|
$
$
|
‒
15,000
|
$
$
|
84,000
–
|
$
$
|
‒
–
|
$
$
|
28,192
962
|
$
$ |
416,038
73,654
|
||||||||||
Kevin D. Brown
|
Principal Financial Officer (5) (6)
|
2019
2018
|
$
$
|
123,538
‒
|
$
$
|
(9)
–
|
$
$
|
‒
‒
|
$
$
|
32,175
–
|
$
$ |
‒
–
|
$
$
|
53,677
‒
|
$
$ |
209,390
‒
|
||||||||||
Colby J. Empey
|
President of the Wireless Segment (7)
|
2019
2018
|
$
$
|
165,000
‒
|
$
$
|
(9)
–
|
$
$
|
‒
‒
|
$
$
|
32,175
–
|
$
$
|
‒
–
|
$
$
|
13,135
‒
|
$
$ |
210,310
‒
|
||||||||||
Scott A. Francis
|
Vice President, Chief Accounting Officer and Secretary
|
2019
2018
|
$
$
|
182,885
175,000
|
$
$
|
(9)
–
|
$
$
|
‒
15,000
|
$
$
|
11,220
–
|
$
$
|
‒
–
|
$
$
|
15,144
12,350
|
$
$ |
209,249
202,350
|
||||||||||
Donald E. Kinison
|
President of the Telco Segment
|
2019
2018
|
$
$
|
210,769
180,000
|
$
$
|
(9)
–
|
$
$
|
‒
‒
|
$
$
|
18,700
‒
|
$
$
|
‒
–
|
$
$
|
16,538
13,375
|
$
$ |
246,007
263,375
|
||||||||||
David L. Humphrey
|
Former President and Chief Executive Officer (8)
|
2019
2018
|
$
$
|
-
429,763
|
$
$
|
‒
-
|
$
$
|
‒
15,000
|
$
$
|
-
‒
|
$
$
|
‒
–
|
$
$
|
-
13,310
|
$
$ |
-
458,073
|
(1)
|
The amounts shown are director and Company officer compensation and represent the total fair value of the stock award of 11,450
shares on the date of the grant to directors for fiscal 2018. The fair value of the stock awards is amortized over the 12-month holding period to compensation expense in the Consolidated Financial Statements contained in the Company’s
Annual Report on Form 10-K for the years ended September 30, 2019 and 2018 for stock awards. The fair value of the stock awards was based on the closing market prices of the stock on the dates of the grants.
|
(2)
|
The amounts shown represent expenses recognized in the Consolidated Financial Statements contained in the Company’s Annual
Report on Form 10-K for the year ended September 30, 2019 for stock option awards. There were no forfeitures of stock options in fiscal 2019. All assumptions utilized to calculate the expense amounts shown above are set forth in Note 11
of the Notes to Consolidated Financial Statements for the year ended September 30, 2019.
|
(3)
|
Represents amounts paid by the Company on behalf of an officer for matching contributions to the Company’s qualified 401(k)
plan plus an auto allowance received during the year.
|
(4)
|
The salary of Mr. Hart for fiscal year 2018 is from his date of hire on July 2, 2018. The restricted stock award reflected in
fiscal year 2018 represents restricted stock granted to Mr. Hart as a member of the Company’s Board of Directors.
|
(5)
|
On March 1, 2019, the Company hired Mr. Brown as the Chief Financial Officer. Therefore, the salary for fiscal year 2019 is
from his date of hire of March 1, 2019.
|
(6)
|
Mr. Brown was paid $40,500 as a contractor by the Company from December 31, 2018 through February 28, 2019 which is included in
all other compensation.
|
(7)
|
On March 1, 2019, the Company named Mr. Empey as the President of the Wireless Segment. Mr. Empey transitioned as an employee
to the Company from the Fulton Technologies, Inc. acquisition on January 4, 2019. Therefore, the salary for fiscal year 2019 is from his date of hire of January 4, 2019.
|
(8)
|
On July 2, 2018, Mr. Humphrey resigned as the Company’s President and Chief Executive Officer as well as from the Company’s
Board of Directors. The salary of Mr. Humphrey for fiscal year 2018 is through his resignation date of July 2, 2018 and reflects his severance payment of $180,243.
|
(9)
|
2019 bonuses have been earned, but not yet paid. The 2019 bonuses have been earned as follows: Mr. Hart, $105,000; Mr. Brown,
$66,000; Mr. Empey, $55,000; Mr. Francis, $36,000; and Mr. Kinison, $55,000.
|
Named Executive
|
Title
|
Fiscal Year 2020
Base Salary
|
|
|
|
Joseph E Hart
|
CEO
|
$ 300,000
|
|
|
|
Kevin Brown
|
CFO
|
$ 240,000
|
|
|
|
Don Kinison
|
President – Telco Segment
|
$ 220,000
|
|
|
|
Colby Empey
|
President – Wireless Segment
|
$ 220,000
|
|
|
|
Scott Francis
|
Chief Accounting Officer
|
$ 180,000
|
Named Executive
(1)
|
Title
|
Fiscal Year 2020
Base Salary
|
Bonus Opportunity as % of 2020 Base Salary at 100% “Target” Achievement
|
Dollar Value of Bonus Opportunity at “Target” Achievement
|
|
|
|||
Joseph E. Hart
|
CEO
|
$300,000
|
70%
|
$210,000
|
|
|
|||
Kevin Brown
|
CFO
|
$240,000
|
50%
|
$120,000
|
|
|
|||
Don Kinison
|
President – Telco Segment
|
$220,000
|
50%
|
$110,000
|
|
|
|||
Colby Empey
|
President – Wireless Segment
|
$220,000
|
50%
|
$110,000
|
|
|
|||
Scott Francis
|
Chief Accounting Officer
|
$180,000
|
50%
|
$72,000
|
Named Executive
|
Title
|
Fiscal Year 2020
Base Salary
|
Bonus Opportunity as % of 2020 Base Salary at 80% “Threshold” Achievement
|
Dollar Value of Bonus Opportunity at “Threshold” Achievement
|
Bonus Opportunity as % of 2020 Base Salary at 100% “Target” Achievement
|
Dollar Value of Bonus Opportunity at “Target” Achievement
|
Bonus Opportunity as % of 2020 Base Salary at 125% “Maximum” Achievement
|
Dollar Value of Bonus Opportunity at “Maximum” Achievement
|
|
|
|||||||
Joseph E. Hart
|
CEO
|
$300,000
|
30%
|
$90,000
|
70%
|
$210,000
|
100%
|
$300,000
|
|
|
|||||||
Kevin Brown
|
CFO
|
$240,000
|
20%
|
$48,000
|
50%
|
$120,000
|
70%
|
$168,000
|
|
|
|||||||
Don Kinison
|
President – Telco Segment
|
$220,000
|
20%
|
$44,000
|
50%
|
$110,000
|
70%
|
$154,000
|
|
|
|||||||
Colby Empey
|
President – Wireless Segment
|
$220,000
|
20%
|
$44,000
|
50%
|
$110,000
|
70%
|
$154,000
|
|
|
|||||||
Scott Francis
|
Chief Accounting Officer
|
$180,000
|
20%
|
$36,000
|
50%
|
$90,000
|
60%
|
$108,000
|
• |
RSAs will be time-vested annually over a three-year period beginning one year after each award is made. RSA’s will allow the executives to own and participate in the company’s equity performance over time.
|
• |
RSAs are granted in addition to the NEO’s annual cash performance bonus in order to balance both the short-term and long-term goals of the Company. The three-year vesting of the RSAs help the Company retain
key executives, as they must remain with the company for the RSAs to vest.
|
• |
The number of shares granted to each NEO annually is determined by dividing each NEOs LTI Target (or other amount as determined by the compensation committee) by the current share price on the grant date of
the RSA. The committee can choose to defer or postpone the issuance of RSAs based on Company or NEO’s performance and is subject to the availability of shares.
|
• |
The grant date and amount will be determined by the committee each year based on Company and Individual Performance, with the goal of issuing shares after the Compensation Committee’s review of the Annual
financials and determination of each Executive’s award.
|
Named Executive
|
Title
|
Salary
|
Target as % of Salary
|
Target LTI Target Bonus Amount
|
2021 Grant # of Shares (assumes $3.50 Share Price
|
||||||||||||
Joseph E. Hart
|
CEO
|
$
|
300,000
|
70
|
%
|
$
|
210,000
|
60,000
|
|||||||||
Kevin Brown
|
CFO
|
$
|
240,000
|
50
|
%
|
$
|
120,000
|
34,286
|
|||||||||
Don Kinison
|
President - Telco Segment
|
$
|
220,000
|
50
|
%
|
$
|
110,000
|
31,429
|
|||||||||
Colby Empey
|
President - Wireless Segment
|
$
|
220,000
|
50
|
%
|
$
|
110,000
|
31,429
|
|||||||||
Scott Francis
|
Chief Accounting Officer
|
$
|
180,000
|
50
|
%
|
$
|
90,000
|
25,714
|
• |
An annual matching contribution of up to 5% of each executive’s personal contribution to the Company’s 401(k) Plan up to the first 5% of the personal contribution.
|
• |
A company provided car or car allowance
|
• |
Other forms of compensation as dictated by the needs of the business.
|
Named Executive Officer
|
Number of Securities Underlying Options which are Exercisable
|
Number of Securities Underlying Options which are Unexercisable
|
Option Exercise Price
|
Option Expiration Date
|
|||||||||
Joseph E. Hart
|
200,000
|
–
|
$
|
1.36
|
9/13/2028
|
||||||||
Kevin D. Brown (1)
|
‒
|
75,000
|
$
|
1.31
|
3/31/2029
|
||||||||
Colby J. Empey (1)
|
‒
|
75,000
|
$
|
1.31
|
3/31/2029
|
||||||||
Scott A. Francis
|
50,000
|
–
|
$
|
2.45
|
4/2/2022
|
||||||||
50,000
|
‒
|
$
|
3.21
|
4/3/2024
|
|||||||||
‒
|
30,000
|
$
|
1.28
|
12/27/2028
|
|||||||||
Donald E. Kinison
|
33,334
|
16,666
|
$
|
1.79
|
5/2/2027
|
||||||||
‒
|
50,000
|
$
|
1.28
|
12/27/2028
|
(1)
|
Mr. Brown and Mr. Empey are each owed an additional 25,000 options at a $1.31 option exercise price per the terms of an
outstanding option agreement. These shares will be awarded assuming shareholders vote to amend the 2015 Incentive Stock Plan to add additional shares.
|
2019
|
2018
|
|||||||
Audit Fees(1)
|
$
|
141,300
|
$
|
126,500
|
||||
Audit-Related Fees(2)
|
76,953
|
1,000
|
||||||
Tax Fees(3)
|
37,250
|
33,045
|
||||||
All Other Fees
|
‒
|
925
|
||||||
Total
|
$
|
255,503
|
$
|
161,470
|
1)
|
Audit Fees represent fees for professional services provided in connection with the audit of our annual financial statements and review of our
quarterly financial statements and audit services provided in connection with the issuance of comfort letters, consents, and assistance with review of documents filed with the SEC.
|
2)
|
Audit-Related Fees represent reimbursements of travel and other costs associated with audit services. For 2019, these fees also include audit work
performed for Fulton Technologies, Inc. and travel-related expenses associated with this work as part of the due diligence process in connection with the asset acquisition of Fulton Technologies, Inc.
|
3)
|
Tax Fees represent fees for annual tax return preparation and research of tax related matters.
|
1.
|
Audit services include audit work performed on the financial statements, internal control over financial
reporting, as well as work that generally only the independent registered public accounting firm can reasonably be expected to provide, including comfort letters, statutory audits, and discussions surrounding the proper application of
financial accounting and/or reporting standards.
|
2.
|
Audit-Related services are for assurance and related services that are traditionally performed by the
independent registered public accounting firm, including due diligence related to mergers and acquisitions and special procedures required to meet certain regulatory requirements.
|
3.
|
Tax services include all services, except those services specifically related to the audit of the
financial statements, performed by the independent registered public accounting firm’s tax personnel, including tax analysis; assisting with coordination of execution of tax related activities, primarily in the area of corporate
development; supporting other tax related regulatory requirements; and tax compliance and reporting.
|
4.
|
Other Fees are those associated with services not captured in the other categories. We generally do not request such
services from the independent registered public accounting firm other than the annual audit of our Defined Contribution Plan.
|
Name
|
Fees Earned or
Paid in Cash
|
Restricted Stock Awards
(5)
|
Total
Compensation
|
|||||||||
Thomas J. Franz
|
$
|
20,000
|
$
|
50,000
|
$
|
70,000
|
||||||
David E. Chymiak
|
$
|
20,000
|
$
|
50,000
|
$
|
70,000
|
||||||
James C. McGill, Nonexecutive Chairman (1)
|
$
|
25,000
|
$
|
50,000
|
$
|
75,000
|
||||||
John M. Shelnutt (2)
|
$
|
20,000
|
$
|
50,000
|
$
|
70,000
|
||||||
David W. Sparkman (3)
|
$
|
30,000
|
$
|
50,000
|
$
|
80,000
|
||||||
Timothy S. Harden (4) |
$ |
20,000 |
$ |
50,000 |
$ |
70,000 |
(1)
|
James C. McGill and the Company entered into a Letter Agreement on October 8, 2018, which provides that Mr. McGill will receive annual compensation in the form of $75,000 cash
and $75,000 in shares of restricted stock for serving as Chairman of the Board. The shares will be delivered 20% per year over five years.
Mr. McGill received his first $15,000 of restricted stock on October 8, 2018, but he has not yet received his $15,000 of restricted stock on October 8, 2019 as the Company
does not have enough stock under the 2015 Incentive Stock Plan. If Proposal #3 is approved, the shares owed to Mr. McGill will be granted to him
effective as of October 8, 2019.
|
(2)
|
In addition to the annual compensation to be paid to Mr. Shelnutt in 2020 as set forth in the table above, and subject to the approval of Proposal No. 3, Mr. Shelnutt will be awarded a one-time Restricted Stock
Award in the amount of 50,000 shares, vesting in equal increments over a three year period. This one-time award
is being granted to Mr. Shelnutt because of his recent addition to the Board of Directors. The purpose of this one-time award is to attract and retain quality leadership. Further, the award to Mr. Shelnutt will
immediately align his individual interests with the short-term and long-term interests of the shareholders.
|
(3)
|
Mr. Sparkman will receive a cash payment $30,000, by reason of his service as Chairman of the Audit Committee.
|
(4)
(5)
|
In addition to the annual compensation to be paid to Mr. Harden in 2020 as set forth in the table above, and subject to the approval of Proposal No. 3, Mr. Harden will be awarded a one-time Restricted Stock Award in the amount of
50,000 shares, vesting in equal increments over a three year period. This one-time award is
being granted to Mr. Harden pending shareholder approval of his addition to the Board of Directors. The purpose of this one-time award is to attract and retain quality leadership. Further, the award to Mr. Harden will immediately
align his individual interests with the short-term and long-term interests of the shareholders.
The RSAs made under the proposed director compensation plan vest after one year.
|
1. |
Election of directors.
|
FOR all nominees listed below (except as indicated to the contrary below and subject to the discretion of the proxy as provided herein).
|
David E. Chymiak
|
Thomas J. Franz
|
Joseph E. Hart
|
Timothy S. Harden
David W. Sparkman
|
James C. McGill
|
John M. Shelnutt
|
WITHHOLD AUTHORITY to vote for all the nominees above.
|
2. |
Proposal to ratify the appointment of HoganTaylor as our independent registered public accounting firm for fiscal 2020.
|
3. |
Proposal to approve an amendment to the Company’s 2015 Incentive Stock Plan increasing the authorized number of shares of common stock under the plan by 1,000,000 shares.
|
6. |
Proposal to approve, on an advisory basis, the frequency of seeking approval for our executive office compensation.
|
1 YEAR | 2 YEARS | 3 YEARS ABSTAIN |
7. |
In his discretion, the Proxy is authorized to vote upon such other business as may properly come before the meeting.
|