[ ]
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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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[X]
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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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[X]
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No fee required.
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[ ]
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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1)
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Title of each class of securities to which transaction applies:
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2)
|
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 Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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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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[ ]
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Fee paid previously with preliminary materials.
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[ ]
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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 the filing for which the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
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1)
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Amount Previously Paid:
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2)
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Form, Schedule or Registration Statement No.:
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3)
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Filing Party:
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4)
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Date Filed:
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1. |
To elect two Class II directors to hold office for a three-year term expiring at our annual meeting of stockholders following our 2022 fiscal year, and until their respective successors are duly elected and qualified or until their
respective earlier resignation or removal;
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2. |
To consider and act upon ratification and approval of the selection of RSM US LLP as our independent registered public accounting firm for our 2020 fiscal year;
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3. |
To consider and act upon advisory approval of the compensation of our executives disclosed in the accompanying proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission;
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4. |
To consider and act upon a non-binding advisory vote on the frequency of holding an advisory stockholder vote on the compensation of our executives; and
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5. |
To consider and act upon any other matters which may properly come before the meeting.
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BY ORDER OF THE BOARD OF DIRECTORS,
|
||
Charles J. Schmaderer
|
||
Secretary
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||
●
|
The election of two Class II directors to hold office for a three-year term expiring at our annual meeting of stockholders following our 2022 fiscal year, and until their respective
successors are duly elected and qualified or until their respective earlier resignation or removal;
|
●
|
The ratification and approval of the selection of the accounting firm of RSM US LLP as our independent registered public accounting firm for our 2020 fiscal year;
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●
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The advisory approval of the compensation of our executives disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange
Commission;
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●
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The advisory vote on the frequency of holding a stockholder vote on the compensation of our executives; and
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●
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Any other matters that may properly come before the annual meeting.
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●
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"FOR" the election of each nominee for director named in this proxy statement who is to be voted on by the holders of our common stock;
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●
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"FOR" the ratification and approval of RSM US LLP as our independent registered public accounting firm;
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●
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"FOR" the advisory approval of the compensation of our executives disclosed in this proxy statement; and
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●
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"FOR" the advisory approval of holding a stockholder vote on the compensation of our executives every third year.
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●
|
submitting a valid, later-dated proxy;
|
●
|
notifying our corporate secretary in writing that you have revoked your proxy; or
|
●
|
completing a written ballot at the annual meeting.
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Name
|
Age
|
Position With our Company
|
Director Since
|
||||||
NOMINEES
|
|||||||||
Class II: New term to expire at the annual meeting following our 2022 fiscal year
|
|||||||||
Christopher H. Atayan
|
59
|
Chief Executive Officer, Chairman, Director
|
2004
|
||||||
Raymond F. Bentele
|
82
|
Director
|
2002
|
||||||
DIRECTORS CONTINUING IN OFFICE
|
|||||||||
Class I: Term to expire at the annual meeting following our 2021 fiscal year
|
|||||||||
Jeremy W. Hobbs
|
58
|
Director
|
2006
|
||||||
Stanley Mayer
|
74
|
Director
|
2002
|
Class III: Term to expire at the annual meeting following our 2020 fiscal year
|
|||||||||
Andrew C. Plummer
|
45
|
President, Chief Financial Officer, Director
|
2018
|
||||||
John R. Loyack
|
56
|
Director
|
2003
|
||||||
Timothy R. Pestotnik
|
59
|
Director
|
1998
|
●
|
Our compensation program has been consistently administered, is not complex and our board of directors believes that it has contributed to the long-term growth in our company's
stockholders equity;
|
●
|
Our board of directors believes that holding an advisory vote with this frequency provides our stockholders with sufficient time to evaluate the effectiveness of our overall
compensation philosophy, policies and practices in the context of our long-term business results and strategic plan, while avoiding emphasis on short-term variations in compensation and business results; and
|
●
|
Our board of directors believes that holding an advisory vote more frequently than every three years would cater to a short-term mindset and detract from the long-term interests
and strategic goals of our company.
|
●
|
each person known to us to own beneficially more than 5% of the aggregate number of the outstanding shares of our common stock;
|
●
|
our chief executive officer, our principal financial officer and each of the other named executive officers;
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●
|
each of our directors and director nominees; and
|
●
|
our executive officers and directors as a group.
|
Name of Beneficial Owner
|
Number of Shares and Nature of Beneficial Ownership
|
Percent of Shares Outstanding
|
||||||
Christopher H. Atayan
|
343,913
|
60.77
|
%
|
|||||
Andrew C. Plummer
|
20,858
|
3.69
|
%
|
|||||
Charles J. Schmaderer (1)
|
2,550
|
*
|
||||||
Raymond F. Bentele
|
2,229
|
*
|
||||||
Jeremy W. Hobbs (2)
|
1,766
|
*
|
||||||
John R. Loyack
|
3,049
|
*
|
||||||
Stanley Mayer
|
2,599
|
*
|
||||||
Timothy R. Pestotnik
|
1,182
|
*
|
||||||
All directors and executive officers as a group (8 persons)
|
378,146
|
(1)
|
66.52
|
%
|
* |
Signifies less than 1%
|
(1)
|
The shares reported include 2,500 shares that may be issued upon the exercise of stock options that are exercisable within 60 days.
|
(2)
|
The shares reported do not include 9,886 shares of common stock held by the Western Wind Foundation, of which Mr. Hobbs is a director. Mr. Hobbs disclaims beneficial ownership of
the shares held by Western Wind Foundation. The information provided is based in part on the Schedule 13D filed with the SEC on July 22, 2009.
|
Director Fee
|
$
|
45,000
|
||
Audit Committee Membership Fee (1)
|
$
|
5,000
|
||
Committee Chairman Fee (2)
|
$
|
5,000
|
||
Lead Director Fee
|
$
|
50,000
|
(1) |
Provided to all members of the audit committee, including the chairman.
|
(2) |
Provided to directors serving as chairman of the audit committee, the compensation committee and the nominating and corporate governance committee.
|
Name
|
Fees Earned or Paid in Cash
($) (1)
|
Stock Awards
($) (2)
|
All Other Compensation
($)
|
Total
($)
|
||||||||||||
Raymond F. Bentele
|
50,000
|
--
|
--
|
50,000
|
||||||||||||
Jeremy W. Hobbs
|
45,000
|
--
|
--
|
45,000
|
||||||||||||
John R. Loyack
|
60,000
|
--
|
--
|
60,000
|
||||||||||||
Stanley Mayer
|
50,000
|
--
|
--
|
50,000
|
||||||||||||
Timothy R. Pestotnik
|
100,000
|
--
|
--
|
100,000
|
(1) |
The amounts in this column include director fees, committee chairman fees, audit committee membership fees, and lead director fees received for service as a director, committee chairman, audit committee member or lead director,
as shown below.
|
Name
|
Director Fee
$
|
Committee Chairman Fee
$
|
Audit Committee Membership Fee
$
|
Lead Director Fee
$
|
Total Fees Paid
in Cash
$
|
|||||||||||||||
Mr. Bentele
|
45,000
|
5,000
|
--
|
--
|
50,000
|
|||||||||||||||
Mr. Hobbs
|
45,000
|
--
|
--
|
--
|
45,000
|
|||||||||||||||
Mr. Loyack
|
45,000
|
10,000
|
5,000
|
--
|
60,000
|
|||||||||||||||
Mr. Mayer
|
45,000
|
--
|
5,000
|
--
|
50,000
|
|||||||||||||||
Mr. Pestotnik
|
45,000
|
--
|
5,000
|
50,000
|
100,000
|
(2) |
No stock awards were made to any of the named directors for services provided in our 2019 fiscal year. As of September 30, 2019, the number of unvested restricted stock units and shares of restricted stock held by each named
director was as follows: Mr. Bentele (134); Mr. Hobbs (134); Mr. Loyack (134); Mr. Mayer (134); and Mr. Pestotnik (134).
|
●
|
Attract and retain talented professionals, while emphasizing the challenges and rewards associated with a fast paced, stimulating, entrepreneurial environment.
|
●
|
Align individual and strategic goals with those of our stockholders and customers. We believe that it is primarily the dedication, creativity, competence and experience of our
entire workforce that enables us to compete, given the realities of the wholesale/retail industries in which we operate. History has demonstrated that our business is neither easily nor quickly mastered by people attempting to
migrate from other industries. Hence, we attempt to retain our experienced, long-term employees, avoid employee turnover, create a cadre of dedicated professionals focused on increasing stockholder value, align the interests of our
employees and stockholders and foster an ownership mentality in our executives by giving our employees a meaningful stake in our success through our equity incentive and cash bonus programs.
|
●
|
Achieve meaningful results and add value to our company through a results-oriented reward structure. We attempt to link compensation closely to results by structuring a
significant portion of executive compensation as at-risk compensation.
|
●
|
Tailor individual incentives within different segments of our organization depending on the priorities and needs existing at the time. This facilitates individual focus to
capitalize on opportunities and to correct
|
|
|
weaknesses in a particular segment of our organization. Our branches and retail stores therein require empowered, capable, local management expertise to operate effectively. We
attempt to encourage accountability in our division-level executives by using bonus targets tied to divisional or regional results and other, individually tailored, objectives.
|
●
|
Integrate strategic goals and objectives throughout all facets of our organization. This enables quicker, more effective execution of our strategic corporate objectives. Our
ability to modify and tailor the components of our cash bonus program allows us to revise these components from year to year and executive to executive as our strategic goals evolve.
|
●
|
Simplicity is an important element of our compensation structure. With clear and unambiguous goals individuals can employ their best efforts.
|
●
|
base salary;
|
●
|
performance-based compensation;
|
●
|
long-term equity incentive compensation; and
|
●
|
perquisites and other personal benefits.
|
●
|
Developing and implementing our company's strategic plan
|
●
|
Developing and maintaining relationships within the financial community to ensure our company's access to capital, credit and insurance
|
●
|
Setting the proper "tone at the top" reflecting our company's operation in a highly regulated environment and its existence as a publicly traded reporting company
|
●
|
Providing executive leadership to deploy our assets in a balanced fashion, recognizing the need to maximize liquidity, generate cash flow and reinvest in the business
|
●
|
Developing and implementing action plans for the restructuring of our company's retail assets
|
●
|
Developing and implementing a capital investment strategy to support growth
|
●
|
Reducing long-term debt when appropriate
|
●
|
Implementing a strategic plan for information technology, applied both externally and internally
|
●
|
Initiating opportunities to repurchase shares of our capital stock when appropriate
|
●
|
Ensuring our company's compliance with appropriate internal controls for financial reporting
|
●
|
Implement the strategic plan to enhance our geographic footprint
|
●
|
Developing and implementing strategies for the integration of companies that are acquired into the organization
|
●
|
Developing and implementing strategies for the enhancement of foodservice capabilities
|
●
|
Increasing the value of our company's adjusted stockholders' equity per share in a conservative, low-risk fashion
|
●
|
Fostering a company-wide culture of growth
|
●
|
Initiating a strategic posture in the Company's markets to facilitate opportunities for growth of the wholesale division capabilities through acquisitions
|
●
|
Developing and implementing policies and plans to facilitate succession to next generation management
|
Name and Principal
Position
|
Fiscal Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($) (1)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensa-
ion
($)
|
Change in
Pension
Value and
Nonquali-
Fied
Deferred
Compensa-
Tion
Earnings
($)
|
All other
Compensa-
tion
($) (2) |
Total
($)
|
Christopher H. Atayan, Chief
|
2019
|
587,140
|
733,925
|
685,080
|
--
|
--
|
--
|
11,198
|
2,017,343
|
Executive Officer
|
2018
|
570,040
|
712,550
|
831,600
|
--
|
--
|
--
|
11,000
|
2,125,190
|
& Chairman
|
2017
|
553,440
|
691,800
|
895,950
|
--
|
--
|
--
|
10,800
|
2,151,990
|
Andrew C. Plummer,
|
2019
|
322,750
|
201,719
|
141,860
|
--
|
--
|
--
|
11,731
|
678,060
|
President & Chief
|
2018
|
297,750
|
186,094
|
172,200
|
--
|
--
|
--
|
11,053
|
667,097
|
Financial Officer
|
2017
|
289,080
|
180,675
|
185,525
|
--
|
--
|
--
|
11,698
|
666,978
|
Charles J. Schmaderer, Vice
|
2019
|
175,000
|
35,000
|
34,600
|
--
|
--
|
--
|
8,335
|
252,935
|
President, Corporate
|
|||||||||
Controller & Secretary (3)
|
(1) |
The amounts in this column reflect the grant date fair value, computed in accordance with FASB ASC 718, for awards granted to our named executive officers of restricted stock units for services provided in the applicable
fiscal year. These amounts do not reflect whether the recipient has actually realized or will realize a financial benefit from the awards. Assumptions used in the calculation of these amounts use the closing stock price on the
date of grant.
|
(2) |
The amounts in this column for our 2019 fiscal year reflect the following compensation:
|
Name
|
Company Profit Sharing Plan Contributions
($) (a)
|
Total
($)
|
||||||
Mr. Atayan
|
11,198
|
11,198
|
||||||
Mr. Plummer
|
11,731
|
11,731
|
||||||
Mr. Schmaderer
|
8,335
|
8,335
|
(a) |
Reflects company matching contributions under our 401(k) profit sharing plan. Employees may contribute up to 100% of their compensation into this plan, subject to Internal Revenue Service limits. Our company matches 100% of
the first 2% of compensation contributed and 50% of the next 4% of compensation contributed for a maximum company match equal to 4% of employee compensation.
|
(3) |
Mr. Schmaderer became a named executive officer effective as of November 7, 2018.
|
Name
|
Grant
Date
|
All Other
Stock Awards:
Number of
Shares of Stock or Units (#)
|
All Other
Option Awards:
Number of
Securities Underlying
Options
(#)
|
Exercise or
Base Price
of Option
Awards
($ / Sh)
|
Grant Date Fair Value of Stock and Option Awards
($) (2)
|
||||||||||||
Mr. Atayan
|
10/22/19
|
9,900
|
(1)
|
--
|
--
|
685,080
|
|||||||||||
Mr. Plummer
|
10/22/19
|
2,050
|
(1)
|
--
|
--
|
141,860
|
|||||||||||
Mr. Schmaderer
|
10/22/19
|
500
|
(1)
|
--
|
--
|
34,600
|
(1) |
Consists of awards of restricted stock units under our 2018 omnibus incentive plan. These awards may not be sold, assigned, or otherwise transferred by any award recipient prior to the vesting date for such units. The award
recipient will be entitled to receive all dividends or other distributions with respect to the shares awarded to him. However, any cash dividends payable with respect to unvested restricted stock units will be held in escrow by
our company and subject to the same conditions regarding vesting as the restricted stock units. These restricted stock unit awards are scheduled to vest as to one-third of the award on October 22, 2020, October 22, 2021 and
October 22, 2022.
|
(2) |
These amounts reflect the grant date fair value, computed in accordance with FASB ASC 718, for awards of restricted stock units granted to our named executive officers using the closing stock price on the date of grant. The
amounts reported do not reflect whether the recipient has actually realized or will realize a financial benefit from the awards.
|
Name
|
Option Awards
|
Stock Awards
|
||
Number of Shares Acquired on Exercise
(#)
|
Value Realized on Exercise
($) (1)
|
Number of Shares Acquired on Vesting
(#) (2)
|
Value Realized on Vesting
($)
|
|
Mr. Atayan
|
--
|
--
|
3,300
|
215,985 (3)
|
--
|
--
|
3,300
|
235,629 (4)
|
|
--
|
--
|
3,300
|
235,629 (5)
|
|
Mr. Plummer
|
--
|
--
|
683
|
44,768 (3)
|
--
|
--
|
683
|
48,766 (4)
|
|
--
|
--
|
684
|
48,766 (5)
|
|
Mr. Schmaderer
|
--
|
--
|
--
|
--
|
(1) |
Determined by subtracting the exercise price of the options exercised from the estimated fair market value of the underlying shares of our common stock on the date such options were exercised.
|
(2) |
Represents shares of common stock acquired on vesting of restricted stock units or "RSUs" (prior to any reduction of shares to provide for the payment of applicable tax withholding amounts). The award recipient has the right
to receive, on the vesting date, either (i) an amount of cash equal to the fair market value of the shares of common stock underlying the recipient's RSUs then vesting or (ii) the number of shares of common stock underlying the
recipient's RSUs then vesting.
|
(3) |
Determined based on the estimated fair market value of our common stock on the October 20, 2018 vesting date for awards of RSUs.
|
(4) |
Determined based on the estimated fair market value of our common stock on the October 24, 2018 vesting date for awards of RSUs.
|
(5) |
Determined based on the estimated fair market value of our common stock on the October 25, 2018 vesting date for awards of RSUs.
|
Option Awards
|
Stock Awards
|
|||||||||||||||||||||||||||||||||||
Number of Securities Underlying Unexercised Options
(#)
|
Number of Securities Underlying Unexercised Options
(#)
|
Equity Incentive Plan Awards:
Number of Securities Underlying Unexercised Unearned Options (#)
|
Option Exercise Price
($) |
Option Expiration Date
|
Number of Shares or Units of Stock That Have Not Vested
(#)
|
Market Value of Shares or Units of Stock That Have Not Vested
($) (5)
|
Equity
Incentive
Plan Awards:
Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
|
Equity Incentive Plan Awards:
Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
|
||||||||||||||||||||||||||||
Name
|
Exercisable
|
Unexercisable
|
||||||||||||||||||||||||||||||||||
Mr. Atayan
|
--
|
--
|
--
|
--
|
--
|
3,300
|
(1)
|
251,625
|
--
|
--
|
||||||||||||||||||||||||||
--
|
--
|
--
|
--
|
--
|
6,600
|
(2)
|
503,250
|
--
|
--
|
|||||||||||||||||||||||||||
--
|
--
|
--
|
--
|
--
|
9,900
|
(3)
|
754,875
|
--
|
--
|
|||||||||||||||||||||||||||
Mr. Plummer
|
--
|
--
|
--
|
--
|
--
|
684
|
(1)
|
52,155
|
--
|
--
|
||||||||||||||||||||||||||
--
|
--
|
--
|
--
|
--
|
1,367
|
(2)
|
104,234
|
--
|
--
|
|||||||||||||||||||||||||||
--
|
--
|
--
|
--
|
--
|
2,050
|
(3)
|
156,313
|
--
|
--
|
|||||||||||||||||||||||||||
Mr. Schmaderer
|
--
|
--
|
--
|
--
|
--
|
100
|
(4)
|
7,625
|
--
|
--
|
||||||||||||||||||||||||||
500
|
--
|
--
|
51.50
|
4/27/20
|
--
|
--
|
--
|
--
|
||||||||||||||||||||||||||||
500
|
--
|
--
|
53.80
|
10/25/21
|
--
|
--
|
--
|
--
|
||||||||||||||||||||||||||||
500
|
--
|
--
|
62.33
|
10/23/22
|
--
|
--
|
--
|
--
|
||||||||||||||||||||||||||||
400
|
100
|
--
|
81.03
|
1/27/25
|
--
|
--
|
--
|
--
|
||||||||||||||||||||||||||||
200
|
300
|
--
|
91.65
|
10/25/26
|
--
|
--
|
--
|
--
|
||||||||||||||||||||||||||||
100
|
400
|
--
|
90.50
|
10/24/27
|
--
|
--
|
--
|
--
|
||||||||||||||||||||||||||||
--
|
500
|
--
|
84.00
|
10/23/28
|
--
|
--
|
--
|
--
|
(1) |
Subject to earlier forfeiture under the limited circumstances specified in our 2014 omnibus incentive plan and in the related award agreements with the respective award recipients, these restricted stock unit awards vest on
October 25, 2019.
|
(2) |
Subject to earlier forfeiture under the limited circumstances specified in our 2014 omnibus incentive plan and in the related award agreements with the respective award recipients, these restricted stock unit awards vest in
equal shares on October 24, 2019 and October 24, 2020.
|
(3) |
Subject to earlier forfeiture under the limited circumstances specified in our 2018 omnibus incentive plan and in the related award agreements with the respective award recipients, these restricted stock unit awards vest in
equal shares on October 23, 2019, October 23, 2020 and October 23, 2021.
|
(4) |
Subject to earlier forfeiture under the limited circumstances specified in our 2014 omnibus incentive plan and in the related award agreements with the respective award recipients, these restricted stock unit awards vest in
equal shares on October 20, 2019 and October 20, 2020.
|
(5) |
Determined based on the closing market price of our common stock on September 30, 2019.
|
Plan Category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
Weighted-average exercise price of outstanding options, warrants and rights
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
|||||||||
(a)
|
(b)
|
(c)
|
||||||||||
Equity compensation plans approved by security holders (1)
|
36,450
|
$
|
78.67
|
47,868
|
||||||||
Equity compensation plans not approved by security holders
|
--
|
--
|
--
|
|||||||||
Total. . . . . . . . . . . . . . . . . . . . . .
|
36,450
|
$
|
78.67
|
47,868
|
(1) |
Consists of our 2007 omnibus incentive plan, our 2014 omnibus incentive plan and our 2018 omnibus incentive plan as described under "Executive Compensation and Related Matters—Omnibus Incentive Plans." The weighted average
exercise price in column (b) reflects the weighted average exercise price of outstanding stock options.
|
●
|
During any period prior to termination of employment that the officer fails to perform full-time duties as a result of disability, total compensation, including base salary, bonus
and any benefits, will continue unaffected until either the officer returns to the full-time performance of duties or employment is terminated.
|
●
|
If employment is terminated by our company for cause or by the officer other than for good reason, we will pay the officer his or her full base salary through the date of
termination plus all other amounts to which the officer is then entitled under any of our compensation or benefit plans.
|
●
|
If employment terminates by reason of death, benefits will be determined in accordance with our retirement, survivor's benefits, insurance and other applicable programs and plans
then in effect.
|
●
|
If employment is terminated by our company (other than for cause or disability) or by the officer for good reason, the officer will be entitled to the following benefits:
|
o
|
All accrued compensation and benefits.
|
o
|
A severance payment in the form of a cash lump sum distribution equal to current annual compensation (as that term is defined in the Agreement) multiplied by two, which payment is
subject to pro rata reduction to the extent that the officer is age 65 or over during the three years immediately following the termination of employment.
|
o
|
Life and health insurance benefits (for 24 months after termination or until the officer turns 65 if earlier) that are substantially similar to those received immediately prior to
the date of termination or, if more favorable to the officer, immediately prior to the event date. These benefits will be provided at a cost to the officer that is no greater than the amount paid for such benefits by active
employees who participate in such company-sponsored welfare benefit plan or, if less, the amount paid for such benefits by the officer immediately prior to the event date.
|
Prior to Change of Control
|
After Change of Control
|
|||||||||||||||||||||||
Benefit
|
Termination due to Death
|
Termination due to Disability
|
Termination w/o Cause
|
Termination w/o Cause or for
Good Reason
|
Termination due to Death or Disability
|
Automatically with or w/o Termination
|
||||||||||||||||||
Christopher H. Atayan
|
||||||||||||||||||||||||
Severance payment (1)
|
--
|
--
|
--
|
$
|
2,635,017
|
--
|
--
|
|||||||||||||||||
Continuation of insurance coverage (2)
|
--
|
--
|
--
|
36,000
|
--
|
--
|
||||||||||||||||||
Vesting of restricted stock units (3)
|
$
|
1,509,750
|
$
|
1,509,750
|
$
|
1,509,750
|
$
|
1,509,750
|
$
|
1,509,750
|
$
|
1,509,750
|
||||||||||||
Total for Mr. Atayan
|
$
|
1,509,750
|
$
|
1,509,750
|
$
|
1,509,750
|
$
|
4,180,767
|
$
|
1,509,750
|
$
|
1,509,750
|
||||||||||||
Andrew C. Plummer
|
||||||||||||||||||||||||
Vesting of restricted stock units (3)
|
$
|
312,701
|
$
|
312,701
|
$
|
312,701
|
$
|
312,701
|
$
|
312,701
|
$
|
312,701
|
||||||||||||
Total for Mr. Plummer
|
$
|
312,701
|
$
|
312,701
|
$
|
312,701
|
$
|
312,701
|
$
|
312,701
|
$
|
312,701
|
||||||||||||
Charles J. Schmaderer
|
||||||||||||||||||||||||
Vesting of stock options and restricted stock
units (3)
|
$
|
7,625
|
$
|
7,625
|
$
|
7,625
|
$
|
7,625
|
$
|
7,625
|
$
|
7,625
|
||||||||||||
Total for Mr. Schmaderer
|
$
|
7,625
|
$
|
7,625
|
$
|
7,625
|
$
|
7,625
|
$
|
7,625
|
$
|
7,625
|
(1) |
Represents the amount calculated pursuant to the change of control agreement equal to the product of two times the sum of:
|
• |
Mr. Atayan's annual base salary rate in effect immediately prior to termination of employment, and
|
• |
the average of the actual bonus awarded to Mr. Atayan, if any, for the three years immediately preceding termination of employment.
|
(2) |
Represents the amount calculated pursuant to the change of control agreement equal to our estimated incremental cost for life and health insurance benefits provided to Mr. Atayan for 24 months following termination (or until he
turns 65 if earlier), after giving effect to the portion paid by him.
|
(3) |
Represents the value of restricted stock units or stock options, as applicable, whose vesting is accelerated pursuant to the applicable award agreement, calculated (i) in the case of restricted stock units, by multiplying the
number of restricted stock units by the closing market price of our common stock on September 30, 2019, and (ii) in the case of stock options, by multiplying the number of shares underlying the unvested options by the amount of
the excess of the closing market price of our common stock on September 30, 2019 over the option exercise price.
|
Type of Fee
|
Fiscal 2018
|
Fiscal 2019
|
||||||
Audit Fees (1)
|
$
|
337,939
|
$
|
341,284
|
||||
Audit-Related Fees (2)
|
13,750
|
14,000
|
||||||
Tax Fees (3)
|
55,403
|
73,054
|
||||||
All Other Fees
|
--
|
--
|
||||||
Total
|
$
|
407,092
|
$ |
428,338
|
(1) |
Audit Fees, including those for audits, include the aggregate fees billed to us during our 2018 and 2019 fiscal years for professional services rendered for the audit of our annual financial statements, as well as the review of
financial statements included in our quarterly reports on Form 10-Q.
|
(2) |
Audit Related Fees include the aggregate fees billed to us during our 2018 and 2019 fiscal years for assurance and related services that are reasonably related to the performance of the audit or review of our financial
statements and not included in Audit Fees, including services provided with respect to the audit of our company's employee benefit plans and compliance with Sarbanes-Oxley Act and related regulatory matters.
|
(3) |
Tax Fees include the aggregate fees billed to us during our 2018 and 2019 fiscal years for professional services rendered for preparation of tax returns, research and general advice relating to tax issues and compliance.
|
John R. Loyack
|
Stanley Mayer
|
Timothy R. Pestotnik
|
●
|
If the stockholder proposal is intended for inclusion in our proxy materials for that meeting pursuant to SEC Rule 14a-8, our company must receive the proposal no later than July
21, 2020. Such proposal must also comply with the other requirements of the proxy solicitation rules of the SEC.
|
●
|
If the stockholder proposal is to be presented without inclusion in our proxy materials for that meeting, our bylaws require that our company receive notice of the proposal no
later than November 17, 2020. In addition, the stockholder must comply with the other advance notice provisions of our company's bylaws. See "Advance Notice of Stockholder Proposals" below.
|
●
|
If the stockholder is to make a nomination for that meeting, our bylaws require that our company receive notice of the proposed nominee no later than November 17, 2020. In
addition, the stockholder must comply with the other advance notice provisions of our company's bylaws. See "Advance Notice of Stockholder Proposals" below.
|
BY ORDER OF THE BOARD OF DIRECTORS,
|
|||
Charles J. Schmaderer
|
|||
Secretary
|
|||
AMCON
DISTRIBUTING COMPANY
|
||
IMPORTANT ANNUAL MEETING INFORMATION
|
Using a black ink pen, mark your votes with an X as shown in
this example. Please do not write outside the designated areas.
|
X
|
Annual Meeting Proxy Card
|
q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
|
A
|
Proposals - The Board of Directors recommends a vote FOR all the nominees listed, FOR Proposals 2 and 3, and FOR the "3 years" alternative of Proposal 4.
|
|||||||||
1. Election of two Class II directors:
|
For
|
Withhold
|
For
|
Withhold
|
|
|
||||
01 – Christopher H. Atayan
|
☐
|
☐
|
02 – Raymond F. Bentele
|
☐
|
☐
|
|
|
|
||
For
|
Against
|
Abstain
|
For | Against | Abstain | |||
2. Ratification and approval of the selection of RSM US LLP as the Company's independent registered public accounting firm for the 2020 fiscal year
|
☐
|
☐
|
☐
|
3. Advisory approval of the compensation of the Company's named executive officers as disclosed in the Proxy Statement for the Meeting.
|
☐ | ☐ | ☐ | |
3 Years
|
2 Years
|
1 Year
|
Abstain | ||||
4. Advisory vote on whether future advisory votes on named executive officer compensation should occur every 3 years, every 2 years or every 1 year.
|
☐
|
☐
|
☐
|
☐ | |
|
|
B
|
Authorized Signatures - This section must be completed for your vote to be counted. - Date and Sign Below
|
|||||||||
Sign exactly as your name appears on your stock certificate. Where shares are held in the name of two or more persons, all should sign individually. A corporation should sign by authorized officer
and affix corporate seal.
|
||||||||||
Date (mm/dd/yyyy) - Please print date below.
|
Signature 1 - Please keep signature within the box.
|
Signature 2 - Please keep signature within the box.
|
||||||||
|
||||||||||
q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
|
REVOCABLE PROXY — AMCON DISTRIBUTING COMPANY
|
C
|
Non-Voting Items
|
|||||||||
Change of Address - Please print new address below.
|
Comments - Please print your comments below.
|
Meeting Attendance
Mark box to the right if ☐
you plan to attend the
Annual Meeting.
|
||||||||
|
|
AMCON
DISTRIBUTING COMPANY
|
||
IMPORTANT ANNUAL MEETING INFORMATION
|
Using a black ink pen, mark your votes with an X as shown in
this example. Please do not write outside the designated areas.
|
X
|
Annual Meeting Proxy Card
|
q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
|
A
|
Proposals - The Board of Directors recommends a vote FOR all the nominees listed, FOR Proposals 2 and 3, and FOR the "3 years" alternative of Proposal 4.
|
|||||||||
1. Election of two Class II directors:
|
For
|
Withhold
|
For
|
Withhold
|
|
|
||||
01 – Christopher H. Atayan
|
☐
|
☐
|
02 – Raymond F. Bentele
|
☐
|
☐
|
|
|
|
||
For
|
Against
|
Abstain
|
For | Against | Abstain | |||
2. Ratification and approval of the selection of RSM US LLP as the Company's independent registered public accounting firm for the 2020 fiscal year
|
☐
|
☐
|
☐
|
3. Advisory approval of the compensation of the Company's named executive officers as disclosed in the Proxy Statement for the Meeting.
|
☐ | ☐ | ☐ | |
3 Years
|
2 Years
|
1 Year
|
Abstain | ||||
4. Advisory vote on whether future advisory votes on named executive officer compensation should occur every 3 years, every 2 years or every 1 year.
|
☐
|
☐
|
☐
|
☐ | |
|
|
B
|
Authorized Signatures - This section must be completed for your vote to be counted. - Date and Sign Below
|
|||||||||
Sign exactly as your name appears on your stock certificate. Where shares are held in the name of two or more persons, all should sign individually. A corporation should sign by authorized
officer and affix corporate seal.
|
||||||||||
Date (mm/dd/yyyy) - Please print date below.
|
Signature 1 - Please keep signature within the box.
|
Signature 2 - Please keep signature within the box.
|
||||||||
|
||||||||||
q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
|
REVOCABLE PROXY — AMCON DISTRIBUTING COMPANY
|
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