def14a
SCHEDULE 14A INFORMATION
(Amendment
No. 1)
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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Definitive Proxy Statement |
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Soliciting Material Pursuant to §240.14a-12 |
American Locker Group Incorporated
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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AMERICAN
LOCKER GROUP INCORPORATED
2701 Regent Boulevard,
Suite 200
DFW Airport, Texas 75261
May 13,
2011
Dear Stockholder:
You are cordially invited to attend the 2011 Annual Meeting of
Stockholders of American Locker Group Incorporated to be held on
June 14, 2011 at 9:00 a.m., local time, at 2701 Regent
Boulevard, Suite 200, DFW Airport, Texas 75261. Please find
enclosed a notice to stockholders, a Proxy Statement describing
the business to be transacted at the annual meeting, a proxy
card for use in voting at the meeting and American Locker Group
Incorporateds Annual Report on
Form 10-K
for the year ended December 31, 2010.
Your vote is important, regardless of the number of shares you
hold. We hope that you will be able to attend the Annual
Meeting, and we urge you to read the enclosed Proxy Statement
before you decide to vote. Even if you do not plan to attend,
please complete, sign, date and return the enclosed proxy card
as soon as possible. It is important that your shares be
represented at the meeting.
Very truly yours,
John E. Harris
Non-Executive Chairman
YOUR VOTE IS IMPORTANT
All stockholders are cordially invited to attend the Annual
Meeting in person. However, to ensure your representation at the
meeting, you are urged to complete, sign, date and return, in
the enclosed postage paid envelope, the enclosed proxy card as
soon as possible. Returning your proxy will help us assure that
a quorum will be present at the meeting and avoid the additional
expense of duplicate proxy solicitations. Any stockholder
attending the meeting may vote in person, even if he or she has
returned a proxy.
TABLE
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AMERICAN
LOCKER GROUP INCORPORATED
2701 Regent Boulevard,
Suite 200
DFW Airport, Texas 75261
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
To Be Held June 14,
2011
PLEASE TAKE NOTICE THAT the annual meeting (the Annual
Meeting) of stockholders of American Locker Group
Incorporated, a Delaware corporation (the Company),
will be held on June 14, 2011, at 9:00 a.m., local
time, at the Companys headquarters located at 2701 Regent
Boulevard, Suite 200, DFW Airport, Texas 75261, to consider
and vote on the following matters:
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the election of seven directors of the Company, each to serve
until the annual meeting of the Companys stockholders
following the fiscal year ending December 31, 2011 and
until his or her respective successor is elected and qualified,
or until his or her earlier death, resignation or removal from
office;
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the ratification of the appointment of Travis Wolff, LLP as the
independent auditors for the Company for the fiscal year ending
December 31, 2011; and
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the transaction of such other business as may properly come
before the Annual Meeting or any adjournments or postponements
thereof.
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These matters are more fully discussed in the attached Proxy
Statement.
The close of business on May 6, 2011 (the Record
Date) has been fixed as the record date for the
determination of stockholders entitled to receive notice of, and
to vote at, the Annual Meeting and any adjournment or
postponement thereof. Only holders of record of shares of the
Companys common stock (the Common Stock) at
the close of business on the Record Date are entitled to notice
of, and to vote at, the Annual Meeting. A list of stockholders
entitled to vote at the Annual Meeting will be available for
inspection by any stockholder at the Annual Meeting and at the
Companys offices at the address on this notice for any
purpose germane to the Annual Meeting during ordinary business
hours for the 10 days preceding the Annual Meeting.
Stockholders will need to register at the Annual Meeting in
order to attend. You will need proof of your identity and proof
of ownership of shares of Common Stock as of the Record Date in
order to register. If your shares are not registered in your
name, you will need to bring to the Annual Meeting either a copy
of an account statement or a letter from the broker, bank or
other institution in which your shares are registered that shows
your ownership as of the Record Date.
Your vote is important. Whether or not you plan to attend the
Annual Meeting, please complete, sign, date and return the
enclosed proxy card as promptly as possible. You may revoke your
proxy before the Annual Meeting as described in the Proxy
Statement under the heading Solicitation and Revocability
of Proxies.
Important Notice Regarding The Availability Of Proxy
Materials For The Stockholder Meeting To Be Held On
June 14, 2011: The annual report and proxy statement are
available at www.proxydocs.com/algi.
By Order of the Board of Directors,
John E. Harris
Non-Executive Chairman
DFW Airport, Texas
May 13, 2011
AMERICAN
LOCKER GROUP INCORPORATED
2701 Regent Boulevard,
Suite 200
DFW Airport, Texas 75261
SOLICITATION
AND REVOCABILITY OF PROXIES
The board of directors of American Locker Group Incorporated
(the Board of Directors) requests your proxy for use
at the Annual Meeting of the stockholders of the Company to be
held on June 14, 2011, at 9:00 a.m., local time, at
the Companys headquarters located at 2701 Regent
Boulevard, Suite 200, DFW Airport, Texas 75261, and at any
adjournment or postponement thereof. By signing and returning
the enclosed proxy card, you authorize the persons named on the
proxy to represent you and to vote your shares at the Annual
Meeting. This Proxy Statement and the form of proxy card were
first mailed to stockholders of the Company on or about
April 25, 2011.
This solicitation of proxies is made by the Board of Directors
and will be conducted primarily by mail. Officers, directors and
employees of the Company may solicit proxies personally or by
telephone, telegram or other forms of electronic, wire or
facsimile communication. The Company will not pay any
compensation for the solicitation of proxies, but will reimburse
banking institutions, brokerage firms, custodians, nominees and
fiduciaries that hold Common Stock of record for their
reasonable expenses incurred in forwarding solicitation
materials to the beneficial owners of the Common Stock. All
costs of the solicitation, including reimbursement of forwarding
expenses, will be paid by the Company.
If you attend the Annual Meeting, you may vote in person. If you
are not present at the Annual Meeting, your shares can be voted
only if you have returned a properly signed proxy or if you are
represented by another proxy. You may revoke your proxy at any
time before it is exercised at the Annual Meeting if you:
(a) sign and timely submit a later-dated proxy to the
Secretary of the Company;
(b) deliver written notice of revocation of the Proxy to
the Secretary of the Company; or
(c) attend the Annual Meeting and vote in person.
In the absence of any such proxy revocation, shares represented
by the owners of Common Stock named on the proxies will be voted
at the Annual Meeting.
VOTING
AND QUORUM
Voting Stock. The only outstanding voting
securities of the Company are shares of Common Stock. As of the
close of business on the Record Date, there were
1,654,519 shares of Common Stock outstanding and entitled
to be voted at the Annual Meeting.
Proxy Voting. Your vote is important.
Whether or not you plan to attend the Annual Meeting, please
complete, sign and date the accompanying proxy card and return
it in the enclosed prepaid envelope. If your shares are held in
street name, you should instruct your broker, bank
or other nominee how to vote in accordance with the voting
instruction form furnished to you by your broker, bank or other
nominee. If you attend the Annual Meeting, you may revoke your
previously returned proxy and vote in person if you wish.
Record Date. Only holders of our Common Stock
on the close of business on May 6, 2011 are entitled to
notice of, and to vote at, the Annual Meeting. If you were a
holder of record of our Common Stock on the Record Date, you can
vote at the Annual Meeting on the election of directors and on
the other proposal contained in this Proxy Statement.
Use of Proxies. All shares of Common Stock
represented by properly executed proxies received before or at
the Annual Meeting (and that are not revoked) will be voted as
indicated in those proxies. If no instructions are indicated on
a returned proxy, the proxy will be voted FOR the
Board of Directors nominees named in this Proxy
Statement and FOR the ratification of Travis Wolff,
LLP (Travis Wolff) as the Companys independent
registered public accounting firm for the 2011 fiscal year.
The Quorum Requirement. Each outstanding share
of Common Stock is entitled to one vote. In order for any
business to be conducted at the Annual Meeting, the holders of
more than 50% of the shares of Common Stock issued and
outstanding and entitled to vote as of the Record Date must be
represented at the Annual Meeting, either in person or by proxy.
The presence, in person or by proxy, of such amount of shares of
Common Stock at the Annual Meeting shall constitute a quorum. If
a quorum is not present, in person or by proxy, at the Annual
Meeting or any adjournment thereof, the Chairman of the Annual
Meeting or the holders of a majority of the Common Stock
entitled to vote who are present or represented by proxy at the
Annual Meeting have the power to adjourn the Annual Meeting from
time to time without notice, other than an announcement at the
Annual Meeting (unless the Board of Directors, after such
adjournment, fixes a new record date for the adjourned meeting),
until a quorum is present. At any such adjourned meeting at
which a quorum is present, any business may be transacted that
may have been transacted at the Annual Meeting had a quorum
originally been present, except that if the adjournment is for
more than 30 days, or if after the adjournment a new record
date is fixed for the adjourned meeting, notice of the adjourned
meeting shall be given to each stockholder of record entitled to
vote at the adjourned meeting.
Abstentions and broker non-votes will count in determining if a
quorum is present at the Annual Meeting. A broker non-vote
occurs when a broker or other nominee voting at the meeting in
person or submitting a proxy votes on some matters on the proxy
but not on others because the broker or nominee has not received
voting instructions from the beneficial owner of the shares or
does not have the authority to vote on the beneficial
owners behalf.
Voting by Street Name Holders. If you own
shares held in street name by a broker, then the
broker, as the record holder of the shares, is required to vote
those shares in accordance with your instructions. If you do not
give instructions to the broker, the broker will nevertheless be
entitled to vote the shares with respect to
discretionary items but will not be permitted to
vote the shares with respect to non-discretionary
items (in which case, the shares will be treated as broker
non-votes).
PROPOSAL ONE
ELECTION OF DIRECTORS
The Companys Board of Directors currently consists of
seven directors. There is only one class of directors, and each
director elected at the Annual Meeting will serve until the next
annual meeting of stockholders, or until his or her successor,
if any, is duly elected and qualified. All of the directors
nominated for election at the Annual Meeting have served as
directors since the last annual meeting and are being nominated
by the Board for election at the Annual Meeting. The nominees
for director this year are our seven current directors:
Messrs. Craig R. Frank, John E. Harris, Graeme L. Jack,
Anthony B. Johnston, Paul B. Luber and Allen D. Tilley, and
Dr. Mary A. Stanford.
Each of the nominees has confirmed that he or she will be able
and willing to serve as a director if elected. If any of the
nominees becomes unable or unwilling to serve, your proxy will
be voted for the election of a substitute nominee recommended by
the current Board of Directors.
Required
Vote and Recommendation
The election of directors requires the affirmative vote of a
plurality of the shares of Common Stock present or represented
by proxy and entitled to vote at the Annual Meeting. The seven
nominees receiving the highest number of affirmative votes will
be elected. Accordingly, under Delaware law and the
Companys Certificate of Incorporation and Bylaws,
abstentions and broker non-votes will not have any effect on the
election of a particular director. Unless otherwise instructed
or unless authority to vote is withheld, shares represented by
executed proxies will be voted FOR the election of
the nominees.
The Board of Directors recommends that the stockholders vote
FOR the election of Messrs. Craig R. Frank,
John E. Harris, Graeme L. Jack, Anthony B. Johnston, Paul B.
Luber and Allen D. Tilley, and Dr. Mary A. Stanford.
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PROPOSAL TWO
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Audit Committee of the Board of Directors (the Audit
Committee) has selected Travis Wolff as the Companys
independent auditors for the fiscal year ending
December 31, 2011. Representatives of Travis Wolff are
expected to be present at the Annual Meeting.
The Audit Committee has the responsibility for selecting the
Companys independent auditors, and stockholder approval is
not required. However, the selection of Travis Wolff is being
submitted to the stockholders for ratification at the Annual
Meeting with a view towards soliciting the stockholders
opinion, which the Audit Committee will take into consideration
in future deliberations. If the selection of Travis Wolff as the
Companys independent auditors is not ratified at the
Annual Meeting, the Audit Committee will consider the engagement
of other independent auditors without the approval of the
Companys stockholders whenever the Audit Committee deems
termination necessary or appropriate.
Required
Vote and Recommendation
Ratification of the selection of Travis Wolff as the
Companys independent auditors for the fiscal year ending
December 31, 2011 requires the affirmative vote of a
majority of the shares of Common Stock present or represented by
proxy and entitled to vote at the Annual Meeting. Under Delaware
law and the Companys Certificate of Incorporation and
Bylaws, an abstention will have the same legal effect as a vote
against the ratification of Travis Wolff, and each broker
non-vote will reduce the absolute number, but not the
percentage, of affirmative votes necessary for approval of the
ratification. Unless otherwise instructed on the proxy or unless
authority to vote is withheld, shares represented by executed
proxies will be voted FOR the ratification of Travis
Wolff as the Companys independent auditors for the fiscal
year ending December 31, 2011.
The Board of Directors recommends that stockholders vote
FOR the ratification of the selection of Travis
Wolff as the Companys independent auditors for the
fiscal year ending December 31, 2011.
DIRECTORS
The following table sets forth certain information regarding the
nominees for election as directors of the Company. There are no
family relationships between any directors and executive
officers.
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Name of Nominee
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Age
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Title
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John E. Harris
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50
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Non-Executive Chairman of the Board
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Allen D. Tilley
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73
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Chief Executive Officer and Director
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Craig R. Frank
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50
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Director
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Graeme L. Jack
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43
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Director
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Anthony B. Johnston
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50
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Director
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Paul B. Luber
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50
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Director
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Mary A. Stanford
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50
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Director
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John E. Harris. Mr. Harris, 50, was named
the Companys Non-Executive Chairman on February 1,
2008 and has been a Director since July 2005. Mr. Harris is
a Vice President and a Portfolio Manager for the Bank of Texas.
From August 2006 until February 2008, Mr. Harris was a
Portfolio Manager for US Trust, Bank of America Private Wealth
Management. Before that, Mr. Harris was a Principal of
Harris Capital Advisors, a consulting, investment analysis and
private equity financing firm, from 2001 through August 2006.
Mr. Harris also served as Vice President of Emerson
Partners, a real estate private equity fund, from 2001 to 2003.
Mr. Harris is a Chartered Financial Analyst charter holder
and holds a Masters of Business Administration from Southern
Methodist University.
In deciding to nominate Mr. Harris, the Board considered
his extensive management, operational, financial and investment
banking experience as well as his track record of achievement
and sound judgment as demonstrated by his experience in the
banking and private equity industries.
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Allen D. Tilley. Mr. Tilley, 73, has been
a Director of the Company since September 2007 and was appointed
Chief Executive Officer in February 2008. Mr. Tilley has
submitted his resignation as Chief Executive Officer, to be
effective September 1, 2011, but will continue in his
capacity as a Director. Since September 2006, Mr. Tilley
has served as an adjunct professor at Southern Methodist
Universitys School of Engineering. From 1998 through
December 2006, Mr. Tilley was the President, CEO and
partner of Schubert Packaging Systems (SPS), a
subsidiary of a German-based packaging machine manufacturer and,
from 1997 to 1998, served as a consultant to the packaging
machine manufacturer prior to starting SPS. Prior to that,
Mr. Tilley spent more than 20 years in various
executive positions with Frito Lay and PepsiCo Foods
International (PFI), divisions of PepsiCo, last
serving as Vice President of Operations for PFI. Mr. Tilley
holds a BS in Engineering from Kansas State University and an
MBA from Southern Methodist University.
In deciding to nominate Mr. Tilley, the Board considered
his extensive manufacturing and engineering experience, as well
as his more than 20 years of operational experience in
large, diversified businesses.
Craig R. Frank. Mr. Frank, 50, has been a
Director since March 2006. Mr. Frank has served as Chief
Executive Officer of Tudog International Consulting, a business
consulting firm, since 2002. Mr. Frank has served as the
Chairman and Chief Executive Officer of Alternative Fuels
Americas (AFA) (AFAI.PK), a
farm-to-fuel
biodiesel company, since January 2010. He was a Director of AFA
during 2007 and again since January 2010.
In deciding to nominate Mr. Frank, the Board considered his
extensive marketing and international business experience with a
broad range of clients and industries.
Graeme L. Jack. Mr. Jack, 43, is a Senior
Vice President in the Special Assets Group with Fifth Third Bank
in Chicago. Previous to this position, he led the commercial
banking efforts for the bank in Florida for two years as well as
led a team in structured finance for four years. Before joining
the bank in 2003, Mr. Jack spent five years in the
Corporate Finance Department of J.P. Morgan and Chase
Securities in both Brazil and New York. From 1989 through 1996,
he served as a Company Executive Officer and Platoon Leader in
the United States Marine Corps. Mr. Jack earned an MBA from
Northwestern University and a B.A. from the University of
Illinois.
In deciding to nominate Mr. Jack, the Board considered his
extensive corporate finance and commercial banking experience.
Anthony B. Johnston. Mr. Johnson, 50, has
been a Director of the Company since February 2007.
Mr. Johnston has over 20 years of public company
experience in both the manufacturing and service sectors.
Mr. Johnston is currently Chief Financial Officer of
Uniglobe Beacon Travel, a corporate travel management company
based in Western Canada. Mr. Johnston has been the
principal owner of Okanagan Weight Loss Corp., a weight loss
services company, since October 2008. From October 1996 until
November 2007, Mr. Johnston was a Senior Vice President
with The Westaim Corporation, located in Calgary, Alberta,
Canada. Prior to joining Westaim, Mr. Johnston was a Vice
President with a major international airline.
In deciding to nominate Mr. Johnston, the Board considered
that Mr. Johnston has broad managerial expertise,
operational expertise and manufacturing knowledge, as well his
extensive experience in the manufacturing and service sectors.
Paul B. Luber. Mr. Luber, 50, has been a
Director of the Company since February 2010. Mr. Luber has
served as President and CEO of The Jor-Mac Company from 2008 to
present and, prior to that, he served as CEO of The Jor-Mac
Company from 2000 through 2008. The Jor-Mac Company is a
contract manufacturer of engineered metal fabrications that
serves Fortune 1000 and middle market original equipment
manufacturers throughout the United States, Canada, Mexico and
Brazil. Mr. Luber serves as an active investor, board
member, advisor and partner in other operating businesses and
non-profit entities and as a Regent at the Milwaukee School of
Engineering. Mr. Luber earned a degree in Mechanical
Engineering and Master of Business Administration from the
University of Wisconsin Madison.
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In deciding to nominate Mr. Luber, the Board considered his
extensive management, operational and engineering business
expertise, and his track record of achievement and sound
judgment as demonstrated by his history as the CEO of The
Jor-Mac Company.
Mary A. Stanford. Dr. Stanford, 50, has
been a Director since July 2005. Dr. Stanford has been a
Professor of Accounting at the Neeley School of Business at
Texas Christian University since 2002. Dr. Stanford
previously was an Associate Professor of Accounting at Syracuse
University from 1999 to 2002.
In deciding to nominate Dr. Stanford, the Board considered
her extensive accounting experience and corporate governance
knowledge, including her tenure as a Professor of Accounting at
the Neely School of Business and Texas Christian University.
There have been no events under any bankruptcy act, no criminal
proceedings and no judgments or injunctions material to the
evaluation of the ability and integrity of any executive officer
or director or nominee during the past ten years.
Director
Compensation
The following table sets forth certain information with respect
to the compensation of all members of the board of directors for
the year ended December 31, 2010. Information with respect
to Mr. Tilley is set forth below under Summary
Compensation Table:
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Fees Earned or
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Name
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Paid in Cash
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Stock Awards
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Total
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Craig R. Frank
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$
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13,000
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$
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$
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13,000
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John E. Harris
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18,837
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12,999
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31,836
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Graeme L. Jack(1)
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8,583
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8,583
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Anthony B. Johnston
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13,000
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13,000
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Paul B. Luber(2)
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11,833
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11,833
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Mary A. Stanford
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14,313
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2,187
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16,500
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James T. Vanasek(3)
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4,417
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4,417
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Appointed as a director in April 2010. |
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Appointed as a director in February 2010. |
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Resigned as a director effective April 15, 2010. |
During the year ended December 31, 2010, each director who
was not a salaried employee of the Company was paid an annual
base director fee of $10,000, payable at the end of each
calendar quarter. In recognition of the additional
responsibilities and time commitment associated with their
positions, the Non-Executive Chairman and the Chair of the Audit
Committee received additional fees of $20,000 and $3,500,
respectively, on an annual basis, payable in cash at the end of
each calendar quarter. Each director received $500 for each
meeting of the Board of Directors attended in person or by
conference telephone, payable in cash at the end of each
calendar quarter. No director received additional compensation
for attendance at any meeting of any committee of the Board of
Directors. Effective July 1, 2009, the Chief Executive
Officer no longer received a director fee as part of his
compensation.
Beginning with the quarter ended September 30, 2009,
Directors were given an option to receive a portion or all of
their quarterly directors fees in shares of Common Stock,
and if such election was made, the value of the shares was
included in the Director Compensation table above. The number of
shares issuable to directors is determined based on the average
last sales price of the Common Stock for a period of 30 trading
days prior to the end of each fiscal quarter.
5
GOVERNANCE
AND BOARD MATTERS
Term of
Office
The Companys Certificate of Incorporation provides for one
class of directors comprising the Board of Directors. Directors
serve from the time they are duly elected and qualified until
the next annual meeting of stockholders or their earlier death,
resignation or removal from office.
Director
Independence
The Board has determined that all of its members, other than
Mr. Tilley, who serves as the Companys Chief
Executive Officer, are independent within the
meaning of the NASDAQ and SEC rules regarding independence.
Boards
Role in Risk Management
The Board takes an active role in risk oversight of the Company
both as a full Board and through its committees. Strategic risk,
which relates to the Company properly defining and achieving its
high-level goals and mission, as well as operating risk, the
effective and efficient use of resources and pursuit of
opportunities, are regularly monitored and managed by the full
Board through the Boards regular and consistent review of
the Companys operating performance and strategic plan. For
example, at the Board meetings held last year, management
provided the Board presentations on the Companys various
operations and performance as a whole. In addition, the Board
discusses risks related to the Companys business strategy
at various meetings held throughout the year as appropriate.
Reporting risk and compliance risk are primarily overseen by the
Audit Committee. The Audit Committee meets regularly throughout
the year and receives input directly from management as well as
the Companys independent registered public accounting
firm, Travis Wolff, regarding the Companys financial
reporting process, internal controls and public filings.
Board
Leadership
In line with corporate governance best practices and the
interests of stockholders, the positions of Chief Executive
Officer and Non-Executive Chairman of the Board are held by
separate individuals. The office of the Non-Executive Chairman
is generally filled by an independent director and John Harris,
an independent director, currently serves as the Non-Executive
Chairman. In such role, Mr. Harris sets the agendas for and
presides over the Board meetings. The Chief Executive Officer is
also a member of the Board and participates in its meetings. The
Board of Directors believes the separation of the positions of
Chief Executive Officer and Non-Executive Chairman is the
appropriate structure at this time, as it allows the Chief
Executive Officer to focus on the management of the Company and
the Non-Executive Chairman to ensure that the Board is focused
on its oversight responsibilities, including independent
oversight of the Companys management.
Code of
Ethics
The Company has adopted a Code of Business Conduct, which is
applicable to all employees, officers and directors of the
Company. The Code of Business Conduct is intended to address
conflicts of interest, corporate opportunities, confidentiality,
fair dealing, protection and proper use of Company assets and
compliance with laws, rules and regulations (including inside
trading and reporting requirements). The Code of Ethics
establishes special ethical rules with respect to the executive
officers of the Company. It also establishes compliance
procedures and mechanisms for reporting suspected violations.
The Companys Code of Business Conduct is available on the
Companys website (www.americanlocker.com). The Company
intends to disclose amendments to, or waivers from, provisions
of the Code of Business Conduct that apply to the executive
officers by posting such information on its website. The
contents of the Companys website are not part of the
Companys Annual Report on
Form 10-K.
Stockholder
Communications with the Board
The Board of Directors has established a process to receive
communications from stockholders and other interested parties.
To communicate with the Board of Directors, any individual
director or any group or committee of the Board of Directors,
correspondence should be addressed to the Board of Directors or
such individual or group
6
or committee and sent
c/o Corporate
Secretary at PO Box 169, Coppell, Texas 75019.
Communications sent in this manner will be reviewed by the
office of the Corporate Secretary for the sole purpose of
determining whether the contents represent a message to one or
more of the Companys directors.
MEETINGS
AND COMMITTEES OF DIRECTORS
The Board of Directors had six meetings during the fiscal year
ended December 31, 2010. The Board of Directors has three
standing committees: the Audit Committee; the Executive
Compensation Stock Option Committee; and the
Nominating and Governance Committee. Each committee member is
appointed by the Board of Directors and is
independent as defined under NASDAQ rules and
applicable rules and regulations of the Securities and Exchange
Commission (the SEC). During the fiscal year ended
December 31, 2010, no director attended less than 75% of
the aggregate number of meetings of the Board of Directors and
the number of committee meetings of which such director was a
part.
It is the Companys policy that each member of the Board of
Directors attends the Annual Meeting of the Companys
stockholders. All members of the Board of Directors were in
attendance at the 2010 annual meeting of the Companys
stockholders, which was the last annual meeting of the
Companys stockholders that was held.
|
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|
|
Executive
|
|
Nominating and
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|
|
|
|
Compensation-Stock
|
|
Governance
|
Name of Director
|
|
Audit Committee
|
|
Option Committee
|
|
Committee
|
|
Craig Frank
|
|
|
|
Member
|
|
Member
|
John Harris
|
|
|
|
|
|
Chair
|
Graeme Jack
|
|
Member
|
|
|
|
|
Anthony Johnston
|
|
Member
|
|
Chair
|
|
|
Paul Luber
|
|
|
|
Member
|
|
Member
|
Mary Stanford
|
|
Chair
|
|
|
|
|
Allen Tilley
|
|
|
|
|
|
|
Number of meetings held in 2010
|
|
10
|
|
6
|
|
3
|
The Board of Directors intends for the Audit Committee and
Executive Compensation-Stock Option Committee to consist of at
least three members of the Board of Directors.
Audit
Committee
The Audit Committee is appointed by the Board of Directors to
assist the Board of Directors with carrying out its duties. The
primary function of the Audit Committee is to assist the Board
of Directors in fulfilling its oversight responsibility to the
stockholders, potential stockholders, the investment community
and others relating to:
|
|
|
|
|
the integrity of the Companys financial statements;
|
|
|
|
the Companys compliance with legal and regulatory
requirements;
|
|
|
|
the qualifications and independence of the Companys
independent registered public accounting firm; and
|
|
|
|
the performance of the Companys internal audit function
and its independent registered public accounting firm.
|
The role and other responsibilities of the Audit Committee are
governed by an Amended and Restated Audit Committee Charter,
which was included as an attachment to the Companys Proxy
Statement for its 2008 Annual Meeting.
All members of the Audit Committee are independent
as defined under NASDAQ and SEC rules and regulations, and each
member of the Audit Committee is able to read and understand
fundamental financial statements, including balance sheets,
income statements and cash flow statements. The Board of
Directors has determined that Dr. Stanford qualifies as an
audit committee financial expert as defined by SEC
regulations.
7
Executive
Compensation Stock Option Committee
The Executive Compensation Stock Option
Committees (the Compensation Committee)
purpose is to assist the Board of Directors in determining the
compensation of directors and senior management and
administering the Companys benefit plans. All members of
the Compensation Committee are independent as
defined under NASDAQ and SEC rules and regulations. Executive
officers do not participate in recommending or determining the
amount or form of executive officer or director compensation.
The Compensation Committee determines the amount and form of
executive officer and director compensation and recommends this
to the Board of Directors as a whole. The Compensation Committee
does not have a charter and does not have the authority to
delegate its authority to establish compensation to other
persons.
Nominating
and Governance Committee; Nominating Procedures
The Nominating and Governance Committee actively seeks and
identifies individuals qualified to become members of the Board
of Directors, consistent with criteria approved by the Board of
Directors, and selects each nominee for election as a member of
the Board of Directors. The Nominating and Governance Committee
also selects the membership composition of the committees of the
Board of Directors. Only directors who meet the independence
standards set by NASDAQ and the SEC are permitted to serve on
the Nominating and Governance Committee. The Nominating and
Governance Committee does not have a written charter.
The Nominating and Governance Committee reviews with the full
Board of Directors at least annually the qualifications of new
and existing members of the Board of Directors, and considers
the level of independence of individual members, together with
such other factors as the Board of Directors deems appropriate,
including overall skills and excellence, to ensure the
Companys ongoing compliance with the independence and
other standards set by NASDAQ and the SEC.
All members of the Nominating and Governance Committee are
independent as defined under NASDAQ and SEC rules
and regulations.
The Nominating and Governance Committee is responsible for
evaluating potential candidates for Board membership and
evaluates prospective nominees identified on its own initiative
as well as candidates recommended to it by Board members,
management or stockholders. The Nominating and Governance
Committee uses the same criteria for evaluating candidates
recommended by stockholders in accordance with the procedures
outlined below as it does for those proposed by other Board
members or management.
To be considered for membership on the Board, a proposed
candidate must: be of proven integrity with a record of
substantial achievement in an area of relevance to the Company;
have demonstrated ability and sound judgment that usually will
be based on broad experience; be able and willing to devote the
required amount of time to the Companys affairs; possess a
judicious and critical temperament that will enable objective
appraisal of managements plans and programs; and be
committed to building sound, long-term Company growth. The
Nominating and Governance Committee does not have a separate
policy on diversity; however, diversity with regards to
experience, background, skill sets, gender, and racial makeup is
one of the criteria to be considered for board membership. The
Nominating and Governance Committee believes the Company has
attracted directors representing a diverse base of experience,
skills and perspectives.
The Nominating and Governance Committee will consider candidates
proposed by the stockholders of the Company, taking into
consideration the needs of the Board of Directors and the
candidates qualifications. To have a candidate considered
by the Nominating and Governance Committee, a stockholder must
submit the recommendation in writing and must include the
following information:
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|
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|
|
the name and address of the proposed candidate;
|
|
|
|
the proposed candidates resume or a list of his or her
qualifications to be a director of the Company;
|
|
|
|
a description of what would make such person a good addition to
the Board of Directors;
|
|
|
|
a description of any relationship that could affect such
persons qualifying as an independent director, including
identifying all other public company board of directors and
committee memberships;
|
8
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|
|
a confirmation of such persons willingness to serve as a
director if selected by the independent directors and the Board
of Directors;
|
|
|
|
the name of the stockholder submitting the name of the proposed
candidate, together with information as to the number of shares
owned and the length of time of ownership; and
|
|
|
|
any information about the proposed candidate that, under the
SECs proxy rules, would be required to be included in the
Companys proxy statement if such person were a nominee.
|
The stockholder recommendation and information described above
must be sent to the Companys Secretary at
PO Box 169, Coppell, Texas 75019, and, in order to
allow for timely consideration, must be received not less than
120 days in advance of the anniversary date of the release
of the proxy statement for the most recent annual meeting of
stockholders.
Once a person has been identified by the Nominating and
Governance Committee as a potential candidate, the Nominating
and Governance Committee may collect and review publicly
available information regarding the person to assess whether the
person should be considered further. Generally, if the person
expresses a willingness to be considered and to serve on the
Board of Directors, and the Nominating and Governance Committee
believes that the candidate has the potential to be a
contributing member of the Board of Directors, the Nominating
and Governance Committee would seek to gather additional
information from or about the candidate, including through one
or more interviews, as appropriate, and a review of his or her
accomplishments and qualifications generally, including in light
of any other candidates that the Nominating and Governance
Committee may be considering.
EXECUTIVE
OFFICERS
The following table sets forth information regarding the
executive officers of the Company:
|
|
|
|
|
|
|
Name of Nominee
|
|
Age
|
|
Title
|
|
Allen D. Tilley
|
|
|
73
|
|
|
Chief Executive Officer and Director
|
Paul M. Zaidins
|
|
|
43
|
|
|
President, Chief Operating Officer and Chief Financial Officer
|
The executive officers named above were appointed by the Board
of Directors to serve in such capacities until their respective
successors have been duly appointed and qualified or until their
earlier death, resignation or removal from office.
Allen D. Tilley. Mr. Tilley, 73, was
appointed as a director of the Company in September 2007 and was
appointed Chief Executive Officer in February 2008.
Mr. Tilley has submitted his resignation as Chief Executive
Officer, to be effective September 1, 2011, but will
continue in his capacity as a Director. Since September 2006,
Mr. Tilley has served as an adjunct professor at Southern
Methodist Universitys School of Engineering. From 1998
through December 2006, Mr. Tilley was the President and CEO
of Schubert Packaging Systems (SPS), a subsidiary of
a German-based packaging machine manufacturer and, from 1997 to
1998, served as a consultant to the packaging machine
manufacturer prior to starting SPS. Prior to that,
Mr. Tilley spent more than 20 years in various
executive positions with Frito Lay and Pepsi Foods International
(PFI), divisions of PepsiCo, last serving as Vice
President of Operations for PFI. Mr. Tilley holds a BS in
Engineering from Kansas State University and an MBA from
Southern Methodist University.
Paul M. Zaidins. Mr. Zaidins, 43, has
been named the Chief Executive Officer, effective
September 1, 2011. Mr. Zaidins was named the
Companys President, Chief Operating Officer and Chief
Financial Officer on February 1, 2008. Prior to that he was
named the Companys Chief Financial Officer in August 2007
and prior to that served as Controller since November 2006.
Prior to joining the Company, he was a Managing Director for the
investment banking firm Lane-Link Group from 2004 to 2006. Prior
to 2004, he owned and operated specialty retail stores and was
Managing Director for the investment banking firm ECDI Capital.
He has been a certified public accountant since 1992.
9
EXECUTIVE
COMPENSATION
Summary
Compensation Table
The following table and the accompanying explanatory footnotes
set forth the cash and non-cash compensation awarded to, earned
by and paid by the Company to its principal executive officer
and other executive officers who were the most highly
compensated executive officers for services rendered in all
capacities during the fiscal years ended December 31, 2010
and 2009 (the named executive officers).
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|
|
|
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|
|
|
|
|
|
|
|
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|
|
All Other
|
|
|
|
|
Name and Principal Position
|
|
Year
|
|
|
Salary
|
|
|
Bonus
|
|
|
Stock Awards
|
|
|
Compensation
|
|
|
Total
|
|
|
Paul M. Zaidins
|
|
|
2009
|
|
|
$
|
159,931
|
|
|
$
|
20,000
|
|
|
$
|
13,216
|
(1)
|
|
$
|
5,505
|
(2)
|
|
$
|
198,652
|
|
President, Chief Operating Officer
|
|
|
2010
|
|
|
|
156,999
|
|
|
|
98,750
|
|
|
|
16,001
|
(1)
|
|
|
5,664
|
(2)
|
|
|
277,414
|
|
and Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allen D. Tilley
|
|
|
2009
|
|
|
$
|
121,848
|
|
|
$
|
5,000
|
|
|
$
|
2,550
|
|
|
$
|
7,750
|
(3)
|
|
$
|
137,148
|
|
Chief Executive Officer
|
|
|
2010
|
|
|
|
149,821
|
|
|
|
7,500
|
|
|
|
9,000
|
(4)
|
|
|
|
|
|
|
166,321
|
|
and Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Mr. Zaidins was awarded 3,333, 3,333 and 3,334 shares
of Common Stock at December 31, 2008, 2009 and 2010,
respectively, as a grant of 10,000 shares that vested over
three years beginning December 31, 2008. He was also
awarded 3,333 and 3,333 shares of Common Stock at
December 31, 2009 and 2010, respectively, as part of a
grant of 10,000 shares that will vest over three years
beginning December 31, 2009. Mr. Zaidins was awarded
3,333 shares of Common Stock at December 31, 2010, as
part of an additional grant of 10,000 shares on
December 31, 2010 that will vest over three years.
Mr. Zaidins was awarded an additional 2,500 shares of
Common Stock in December 2009 as a discretionary bonus. The
grant date value for the shares was computed in accordance with
FASB ASC Topic 718. Mr. Zaidins elected to receive
3,381 shares of Common Stock in lieu of cash compensation
during the year ended December 31, 2010. |
|
(2) |
|
Consists of the Companys employer matching contribution to
the 401(k) plan of $0 and $252 for 2010 and 2009, respectively.
Mr. Zaidins received $5,664 and $5,253 in 2010 and 2009,
respectively, as a tax reimbursement related to his stock award. |
|
(3) |
|
Mr. Tilley was appointed as a director of the Company in
October 2007 and was appointed as Chief Executive Officer in
February 2008. Amounts presented in Other
Compensation for 2009, represent $7,750 received for his
services as a member of the Board of Directors. Between
July 1, 2009 and December 31, 2011, Mr. Tilley
will not receive separate fees for his service on the Board of
Directors. |
|
(4) |
|
Mr. Tilley elected to receive 6,761 shares of Common
Stock in lieu of cash compensation during the year ended
December 31, 2010. |
Employment
Arrangements
Effective February 1, 2010, the Company entered into an
Employment Agreement with Paul Zaidins, which governs the terms
of Mr. Zaidins employment as President of the Company
and provides for an employment term of three years. This
Agreement was amended as of February 1, 2011 to reflect
Mr. Zaidins promotion to Chief Executive Officer.
Pursuant to the amended Agreement Mr. Zaidins
receives a gross annual salary of $190,000 and is entitled to
participate in all of the Companys employee benefit plans,
subject to restrictions. Mr. Zaidins agreed to a voluntary
pay reduction of 10% effective January 2009 through
December 31, 2009. Effective, January 1, 2010
Mr. Zaidins agreed to a voluntary pay reduction of 5%
through January 31, 2011.
If Mr. Zaidins terminates his employment for good reason,
or if the Company terminates Mr. Zaidins employment
for any reason other than cause, death or disability, then
Mr. Zaidins would be entitled to receive severance in an
amount equal to his then current base salary for a period of
twelve months.
The Employment Agreement also includes provisions with respect
to the protection of the Companys confidential and
proprietary information and prohibits Mr. Zaidins from
soliciting employees or customers and from engaging in certain
competitive activities.
10
Mr. Tilleys compensation is determined annually by
the Board of Directors. Mr. Tilleys base salary is
$35,000 plus a per diem of $800 per day. Effective July 1,
2009, Mr. Tilleys per diem was increased to $900 per
day. Effective March 1, 2011, Mr. Tilleys base
salary was increased to $10,000 per month with no per diem.
Concurrent with his retirement, his base salary will be reduced
to $5,000 per month from September 1, 2011 through
December 31, 2011. Subsequent to that this, Mr. Tilley
will receive the standard Director compensation.
Outstanding
Equity Awards at Fiscal Year-End
The following table shows certain information regarding
outstanding equity awards as of December 31, 2010 for the
Companys named executive officers:
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|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
|
|
Number of Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underlying Unexercised
|
|
|
|
|
|
|
|
|
|
Equity Incentive
|
|
|
|
|
Options
|
|
|
|
|
|
|
|
|
|
Plan Awards
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
Market Value
|
|
|
|
Market
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
of Shares or
|
|
Number of
|
|
Value of
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares or Units
|
|
Units of
|
|
Unearned
|
|
Unearned
|
|
|
|
|
|
|
|
|
Option
|
|
Option
|
|
of Stock That
|
|
Stock That
|
|
Shares That
|
|
Shares That
|
|
|
Grant
|
|
|
|
|
|
Exercise
|
|
Expiration
|
|
Have Not
|
|
Have Not
|
|
Have Not
|
|
Have Not
|
Name
|
|
Date
|
|
Excercisable
|
|
Unexerciseable
|
|
Price
|
|
Date
|
|
Vested
|
|
Vested
|
|
Vested
|
|
Vested
|
|
Paul M. Zaidins
|
|
|
09/06/07
|
|
|
|
12,000
|
|
|
|
|
|
|
$
|
4.95
|
|
|
|
09/06/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,334
|
|
|
$
|
3,834
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,667
|
|
|
|
7,667
|
|
|
|
|
|
|
|
|
|
Allen D. Tilley
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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Retirement
Benefits
The Companys pension plans for salaried employees
(U.S. and Canadian) provide for an annual pension upon
normal retirement computed under a career average formula,
presently equal to 2% of an employees eligible lifetime
earnings, which includes salaries, commissions and bonuses. The
Companys named executive officers have accrued no benefits
under the Companys pension plans. See Note 8 to the
Companys consolidated financial statements (under
Item 8 of the Companys Annual Report on
Form 10-K)
for additional information about the Companys decision, in
May 2005, to freeze its obligations under the defined benefit
plan for United States employees such that after July 15,
2006 no benefits will accrue under this plan.
The Company maintains a 401(K) Plan under which it matches
employee contributions at the rate of $.10 per $1.00 of employee
contributions up to a maximum of 10% of employees wages.
AUDIT
COMMITTEE REPORT
The Audit Committee oversees the Companys financial
reporting process on behalf of the Board of Directors.
Management has the primary responsibility for the financial
statements and the reporting process, including the systems of
internal controls. Travis Wolff, the Companys independent
registered public accounting firm, is responsible for performing
an independent audit of the Companys financial statements
and issuing an opinion on the conformity of those audited
financial statements with U.S. generally accepted
accounting principles. The Audit Committee monitors the
Companys financial reporting process and reports to the
Board on its findings.
In fulfilling its oversight responsibilities, the Audit
Committee hereby reports as follows:
1. The Audit Committee has reviewed and discussed the
audited financial statements with the Companys management.
2. The Audit Committee has discussed with Travis Wolff, its
independent registered public accounting firm, the matters
required to be discussed by the Statement on Auditing Standards
No. 61, as amended (Codification of Statements on Auditing
Standards, AU 380), as adopted by the Public Company Accounting
Oversight Board (PCAOB) in Rule 3200T.
3. The Audit Committee has received from Travis Wolff, its
independent registered public accounting firm, the written
disclosures regarding the independent registered public
accounting firms independence
11
required by PCAOB Ethics and Independence Rule 3526,
Communication with Audit Committees Concerning Independence, and
has discussed with Travis Wolff the firms independence.
4. Based on the review and discussions referred to in
paragraphs (1) through (3) above, the Audit Committee
recommended to the Board, and the Board has approved, that the
audited financial statements be included in the Companys
Annual Report on
Form 10-K
for the fiscal year ended December 31, 2010, for filing
with the Securities and Exchange Commission.
The undersigned members of the Audit Committee have submitted
this Report to the Board of Directors.
THE AUDIT COMMITTEE
Mary A. Stanford, Chairperson
Graeme L. Jack
Anthony B. Johnston
INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS
The Audit Committee has selected Travis Wolff as the independent
accountants of the Company for the fiscal year ending
December 31, 2011. Representatives of Travis Wolff are
expected to be present at the Annual Meeting and are expected to
be available to respond to questions. They will also be afforded
an opportunity to make a statement if they desire to do so.
Previously, the Audit Committee of the Board of Directors of the
Company appointed Travis Wolff as the independent registered
public accounting firm to audit the financial statements of the
Company and its subsidiaries for the fiscal years ended
December 31, 2010, 2009 and 2008.
The following table presents approximate aggregate fees and
other expenses for professional services rendered by Travis
Wolff for the audit of the Companys annual financial
statements for the years ended December 31, 2010 and 2009
and fees and other expenses for other services rendered during
those periods.
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
Audit fees
|
|
$
|
117,000
|
|
|
$
|
148,000
|
|
Audit-related fees
|
|
|
27,000
|
|
|
|
27,000
|
|
Tax fees
|
|
|
3,000
|
|
|
|
3,000
|
|
All other fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
147,000
|
|
|
$
|
178,000
|
|
|
|
|
|
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Audit
Fees
Audit fees in 2010 and 2009 relate to services rendered in
connection with the audit of the Companys consolidated
financial statements.
Audit-Related
Fees
Audit-related fees in 2010 and 2009 include fees for assurance
and related services that are reasonably related to the
performance of the audit or review of the Companys
financial statements and that are not reported under the caption
Audit Fees above. Audit-related fees in 2010 and
2009 relate to services rendered in connection with the audits
of the Companys employee benefit plans.
Tax
Fees
Tax fees in 2010 and 2009 include fees for services with respect
to tax compliance, tax advice and tax planning.
Other
Fees
There were no other fees in 2010 or 2009.
12
Pre-Approval
Policies and Procedures
The Audit Committee considered whether the provision of all of
the services described above were compatible with the
Companys policies and maintaining the auditors
independence, and has determined that such services for 2010 and
2009 were compatible with the Companys policies and
maintaining the auditors independence. All services
described above were pre-approved by the Audit Committee.
As part of its duties, the Audit Committee is required to
pre-approve audit and non-audit services performed by the
independent auditors in order to assure that the provision of
such services does not impair the auditors independence.
On an annual basis, the Audit Committee will review and
pre-approve the services that are expected to be provided by the
independent auditor. If a proposed service to be provided by the
independent auditor has not been pre-approved during this
process, expenditures for those services will required specific
approval by the Audit Committee. The Audit Committee does not
delegate to management its responsibilities to pre-approve
services performed by the independent auditors.
OWNERSHIP
OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
The table below sets forth certain information regarding the
beneficial ownership, as of April 25, 2011, of the
Companys Common Stock by (i) all persons or groups
known by the Company to be the owner of record or beneficially
of more than 5% of our outstanding Common Stock, (ii) each
director and nominee of the Company, (iii) each of our
named executive officers (identified above under the heading
Summary Compensation Table in Item 11) and
(iv) all of our directors and executive officers as a
group. Except as otherwise indicated, each stockholder
identified in the table possesses sole voting and investment
power with respect to the shares. Unless otherwise noted, each
owners mailing address is
c/o American
Locker Group Incorporated, PO Box 169, Coppell, Texas
75019.
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Amount and
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Nature of
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Beneficial
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Name and Address of Beneficial Owner
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Ownership(1)
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Percent of Class(2)
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Santa Monica Partners, L.P.(3)
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177,528
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10.7
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%
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1865 Palmer Avenue
Larchmont, New York 10538
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VN Capital Fund I, L.P.(4)
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142,769
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8.6
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%
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198 Broadway, Suite 406
New York, New York 10038
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Allen D. Tilley
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15,261
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*
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Paul M. Zaidins(5)
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55,880
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3.4
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%
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Craig R. Frank
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1,150
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*
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John E. Harris
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19,427
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1.2
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%
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Graeme L. Jack
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7,977
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*
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Anthony B. Johnston
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1,000
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*
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Paul B. Luber(6)
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114,312
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6.9
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%
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Mary A. Stanford
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4,986
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*
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All directors and executive officers as a group
(8 persons)(7)
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219,993
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13.3
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%
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* |
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Less than 1% |
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(1) |
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Beneficial ownership has been determined in accordance with
Rule 13d-3
under the Securities Exchange Act of 1934 and, unless otherwise
indicated, represents securities for which the beneficial owner
has sole voting and investment power. Any securities held in the
name of, and under, the voting and investment power of a spouse
of an executive officer or director have been excluded. |
13
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(2) |
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Calculated based on 1,654,519 shares of Common Stock
outstanding on May 6, 2011, plus, for each person or group,
any securities that person or group has the right to acquire
within 60 days pursuant to options, warrants, conversion
privileges or other rights. |
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(3) |
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The general partner of Santa Monica Partners, L.P. (Santa
Monica) is SMP Asset Management LLC. Lawrence J. Goldstein
is the President and sole owner of SMP Asset Management, and a
principal of Humonica Asset Management, LLC
(Humonica). Santa Monica beneficially owns directly
132,578 shares and 44,950 shares are held in client
accounts at Humonica. Santa Monica disclaims beneficial
ownership of the 44,950 shares held in client accounts at
Humonica. |
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(4) |
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The general partners of VN Capital Fund I, L.P. are VN
Capital Management, LLC and Joinville Capital Management, LLC.
James T. Vanasek, a former member of the Companys board of
directors, and Patrick Donnell Noone are the Managing Members of
VN Capital Management, LLC and Joinville Capital Management, LLC. |
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(5) |
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Includes 12,000 shares which Mr. Zaidins has the right
to acquire under stock options at an exercise price of $4.95. |
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(6) |
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Mr. Luber disclaims beneficial ownership of
95,000 shares and lists Drew Luber, Samantha Luber and Anne
Luber as having voting or investment power on, or ownership of,
the shares. |
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(7) |
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Includes 12,000 shares of Common Stock that may be acquired
by the persons included in this group within 60 days
pursuant to options, warrants, conversion privileges or other
rights. Please see note (5) above. |
SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely upon the Companys review of the reports and
representations provided to it by persons required to file
reports under Section 16(a) of the Securities Exchange Act
of 1934 (the Exchange Act), the Company believes
that all of the Section 16(a) filing requirements
applicable to the Companys reporting officers and
directors were properly and timely satisfied during the fiscal
year ended December 31, 2010.
ADDITIONAL
INFORMATION
Stockholder
Proposals for Next Annual Meeting
The Company currently intends to hold its next annual meeting in
June 2012. Subject to
Rule 14a-8
of the Exchange Act, any stockholders who desire to submit a
proposal (a
Rule 14a-8
Proposal) for inclusion in the Companys proxy
statement may submit a
Rule 14a-8
Proposal to the Company at its principal executive offices no
later than January 12, 2012. Only those
Rule 14a-8
Proposals that are timely received by us and are proper for
stockholder action (and otherwise proper) will be included in
the Companys proxy materials. Proposals received after
this date will be included in the Companys proxy materials
or presented at the annual meeting only at the discretion of the
Board of Directors.
Written requests for inclusion of any stockholder proposal
should be addressed to Corporate Secretary, American Locker
Group Incorporated, PO Box 169, Coppell, Texas 75019.
The Company suggests that any such proposal be sent by certified
mail, return receipt requested.
The Board of Directors will consider any nominee recommended by
stockholders for election at the annual meeting of the
stockholders if that nomination is submitted in writing to the
Corporate Secretary at the address in the preceding paragraph.
14
OTHER
MATTERS
At the date of this Proxy Statement, the Company knows of no
other matters, other than those described above, that will be
presented for consideration at the Annual Meeting. If any other
business should come before the meeting, it is intended that the
proxy holders will vote all proxies using their best judgment in
the interest of the Company and the stockholders.
The Companys Annual Report on
Form 10-K
for the fiscal year ended December 31, 2010 is being mailed
to all stockholders of record as of the Record Date concurrently
with the mailing of this Proxy Statement. The Annual Report on
Form 10-K,
which includes audited financial statements, does not form any
part of the material for the solicitation of proxies.
The Board of Directors invites you to attend the Annual Meeting
in person. Whether or not you expect to attend the Annual
Meeting in person, please sign, date and return the enclosed
proxy card promptly in the enclosed envelope, so that your
shares will be represented at the Annual Meeting.
By Order of the Board of Directors,
John E. Harris
Non-Executive Chairman
May 13, 2011
15
YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.
We encourage you to take advantage of Internet or telephone voting.
Both are available 24 hours a day, 7 days a week.
Internet and telephone voting is available through 11:59 PM Eastern Time the day prior to the shareholder meeting date.
American Locker Group
Incorporated
INTERNET
http://www.proxyvoting.com/algi
Use the Internet to vote your proxy. Have your proxy card in hand when you access the web site.
OR
TELEPHONE
1-866-540-5760
Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call.
If you vote your proxy by Internet or by telephone,
you do NOT need to mail back your proxy card.
To vote by mail, mark, sign and date your proxy card
and return it in the enclosed postage-paid envelope.
Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner
as if you marked, signed and returned your proxy card.
WO#
98839-1
6 FOLD AND DETACH HERE 6
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTIONS INDICATED, WILL BE VOTED FOR
THE ELECTION OF DIRECTORS and FOR ITEM 2.
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WITHHOLD |
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*EXCEPTIONS |
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ALL |
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FOR ALL |
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1.
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ELECTION OF DIRECTORS
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c
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Nominees: |
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01 Craig R. Frank |
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02 John E. Harris |
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03 Graeme L. Jack |
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04 Anthony B. Johnston |
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05 Paul B. Luber |
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06 Allen D. Tilley |
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07 Mary A. Stanford |
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(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark the
Exceptions box above and write that nominees name in the space provided below.)
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Please mark your votes as indicated in this example
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x |
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FOR |
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AGAINST |
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ABSTAIN |
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2.
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Vote to ratify Travis Wolff LLP (also known as
Travis, Wolff & Company, L.L.P.) as our
Independent public accounting firm for 2011
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c
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c
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Mark Here for Address Change or Comments
SEE REVERSE
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c |
NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian. Please give full title as such.
You can now access your American Locker Group Incorporated account online
Access your American Locker Group Incorporated account online via Investor ServiceDirect® (ISD).
BNY Mellon Shareowner Services, the transfer agent for American Locker Group Incorporated, now makes
it easy and convenient to get current information on your shareholder account.
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View account status |
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View certificate history |
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View book-entry information |
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View payment history for dividends |
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Make address changes |
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Obtain a duplicate 1099 tax form |
Visit us on the web at www.bnymellon.com/shareowner/equityaccess
For Technical Assistance Call 1-877-978-7778 between 9am-7pm
Monday-Friday Eastern Time
Investor ServiceDirect®
Available 24 hours per day, 7 days per week
TOLL FREE NUMBER: 1-800-370-1163
Choose MLinkSM for fast, easy and secure 24/7 online access to your future proxy
materials, investment plan statements, tax documents and more. Simply log on to Investor
ServiceDirect® at www.bnymellon.com/shareowner/equityaccess where step-by-step
instructions will prompt you through enrollment.
Important notice regarding the Internet availability of proxy materials for the American Locker
Group Incorporated Meeting of shareholders. The Proxy Statement and the 2010 Annual Report to
Stockholders are available at: http://www.proxydocs.com/algi
PROXY
AMERICAN LOCKER GROUP INCORPORATED
ANNUAL MEETING OF STOCKHOLDERS JUNE 14, 2011
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned hereby appoints John E. Harris and Paul M. Zaidins, and each of them, with power to act without the
other and with power of substitution, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote,
as provided on the other side, all the shares of American Locker Group Incorporated Common Stock which the
undersigned is entitled to vote, and, in their discretion, to vote upon such other business as may properly come before the
Annual Meeting of Stockholders of the company to be held June 14, 2011 or at any adjournment or postponement thereof,
with all powers which the undersigned would possess if present at the Meeting.
Address Change/Comments |
(Mark the corresponding box on the reverse side) |
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BNY MELLON SHAREOWNER SERVICES
P.O. BOX 3550
SOUTH HACKENSACK, NJ 07606-9250
(Continued and to be marked, dated and signed, on the other side)