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Director | ||||||||||
Name | Age | Principal Occupation | Since | |||||||
Nominees for Directors Whose Terms Expire in 2008: | ||||||||||
Donald S. Friesz | 75 | Vice President Sales and Marketing of the Company from 1982 to February 1996. Mr. Friesz has been retired since 1996. | 1992 | |||||||
Glen D. Parish | 67 | Vice President of the Company and General Manager of the Conway Division from 1999 to 2004; previously Vice President of Conway Sales and Marketing. Mr. Parish has been retired since 2004. | 1999 | |||||||
James R. Wilburn | 72 | Dean of the School of Public Policy, Pepperdine University, since September 1997; previously Dean of the School of Business and Management, Pepperdine University (1982-1994); Professor of Business Strategy, Pepperdine University (1994-1996); director of First Fidelity Thrift since February 1995. | 1986 | |||||||
Continuing Directors Whose Terms Expire in 2006: | ||||||||||
Robert A. Virtue | 72 | Chairman of the Board and Chief Executive Officer of the Company since 1990; President of the Company since August 1982. | 1956 | |||||||
Robert K. Montgomery | 66 | Partner of Gibson, Dunn & Crutcher LLP law firm since 1971. | 2000 | |||||||
Donald A. Patrick | 80 | Vice President and founder of Diversified Business Resources, Inc. (mergers, acquisitions and business consultants) since 1988. | 1983 |
Director | ||||||||||
Name | Age | Principal Occupation | Since | |||||||
Nominees for Directors Whose Terms Expire in 2009: | ||||||||||
Robert A. Virtue | 73 | Chairman of the Board and Chief Executive Officer of the Company since 1990; President of the Company since August 1982. | 1956 | |||||||
Robert K. Montgomery | 67 | Partner of Gibson, Dunn & Crutcher LLP law firm since 1971. | 2000 | |||||||
Donald A. Patrick | 81 | Vice President and founder of Diversified Business Resources, Inc. (mergers, acquisitions and business consultants, 1988-2004). | 1983 | |||||||
Continuing Directors Whose Terms Expire in 2007: | ||||||||||
Douglas A. Virtue | 47 | Executive Vice President of the Company since December 1997; previously General Manager of the Torrance Division of the Company. | 1992 | |||||||
Evan M. Gruber | 52 | Chief Executive Officer and Chairman of the Board of Class Leasing, Inc. since 2004; previously Chief Executive Officer and Chairman of the Board of Modtech Holdings, Inc. | 2002 | |||||||
Albert J. Moyer | 62 | Board member of LaserCard Corporation, Collectors Universe, Inc. and California Amplifier, Inc.; Chief Financial Officer for QAD Inc. (1998-2000); President of the commercial division of the Profit Recovery Group International, Inc. (2000); consultant to QAD Inc. (2000-2002); Chief Financial Officer of Allergan Inc. (1995-1998). | 2004 | |||||||
Continuing Directors Whose Terms Expire in 2008: | ||||||||||
Donald S. Friesz | 76 | Vice President Sales and Marketing of the Company from 1982 to February 1996. Mr. Friesz has been retired since 1996. | 1992 | |||||||
Glen D. Parish | 68 | Vice President of the Company and General Manager of the Conway Division from 1999 to 2004; previously Vice President of Conway Sales and Marketing. Mr. Parish has been retired since 2004. | 1999 | |||||||
James R. Wilburn | 73 | Dean of the School of Public Policy, Pepperdine University, since September 1997; previously Dean of the School of Business and Management, Pepperdine University (1982-1994); Professor of Business Strategy, Pepperdine University (1994-1996); Board member of The Olsen Company since 1990 and Independence Bank since 2004. | 1986 |
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Director | ||||||||||
Name | Age | Principal Occupation | Since | |||||||
Continuing Directors Whose Terms Expire in 2007: | ||||||||||
Douglas A. Virtue | 46 | Executive Vice President of the Company since December 1997; previously General Manager of the Torrance Division of the Company | 1992 | |||||||
Evan M. Gruber | 51 | Chief Executive Officer and Chairman of the Board of Class Leasing, Inc. since 2004; previously Chief Executive Officer and Chairman of the Board of Modtech Holdings, Inc. | 2002 | |||||||
Albert J. Moyer | 61 | Board member of QAD Inc., LaserCard Corporation, Collectors Universe, Inc. and California Amplifier, Inc.; Chief Financial Officer for QAD Inc. (1998-2000); President of the commercial division of the Profit Recovery Group International, Inc. (2000); consultant to QAD Inc. (2000-2002); Chief Financial Officer of Allergan Inc. (1995-1998) | 2004 |
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Amount and Nature | |||||||||
of Beneficial | Percent of | ||||||||
Name of Beneficial Owner | Ownership(1) | Class | |||||||
Bruce S. Sherman/Gregg J. Powers(2) | 1,606,071 | 12.26 | % | ||||||
Nancy Virtue-Cutshall(3) | 929,896 | 7.10 | % | ||||||
Rodger Virtue | 673,972 | 5.14 | % | ||||||
Kathleen Virtue-Young(4) | 671,076 | 5.12 | % | ||||||
Robert A. Virtue | 333,815 | 2.55 | % | ||||||
Chairman of the Board of Directors, Chief Executive Officer(5) | |||||||||
Douglas A. Virtue | 567,960 | 4.34 | % | ||||||
Director, Executive Vice President | |||||||||
Donald S. Friesz | 75,495 | (6) | |||||||
Director | |||||||||
Evan M. Gruber | 4,020 | (6) | |||||||
Director | |||||||||
Albert J. Moyer | 400 | (6) | |||||||
Director | |||||||||
Robert K. Montgomery | 5,787 | (6) | |||||||
Director | |||||||||
Glen D. Parish | 26,833 | (6) | |||||||
Director, Former Vice President, General Manager | |||||||||
Donald A. Patrick | 63,659 | (6) | |||||||
Director | |||||||||
James R. Wilburn | 21,224 | (6) | |||||||
Director | |||||||||
Robert E. Dose | 52,680 | (6) | |||||||
Vice President Finance, Secretary, Treasurer | |||||||||
Lori L. Swafford | 24,302 | (6) | |||||||
Vice President, Legal Affairs | |||||||||
Larry O. Wonder | 32,293 | (6) | |||||||
Vice President, Sales | |||||||||
All executive officers and directors as a group (19 persons) | 1,310,025 | (7) | 9.66 | %(7) |
Amount and Nature | ||||||||
of Beneficial | Percent of | |||||||
Name of Beneficial Owner | Ownership(1) | Class | ||||||
Bruce S. Sherman/Gregg J. Powers(2) | 1,436,812 | 10.94 | % | |||||
Nancy Virtue-Cutshall(3) | 911,856 | 6.94 | % | |||||
Rodger Virtue | 713,672 | 5.43 | % | |||||
Kathleen Virtue-Young(4) | 671,137 | 5.11 | % | |||||
Buckhead Capital Management LLC(5) | 666,390 | 5.07 | % | |||||
Robert A. Virtue | 335,380 | 2.55 | % | |||||
Chairman of the Board of Directors, | ||||||||
Chief Executive Officer(6) | ||||||||
Douglas A. Virtue | 569,308 | 4.33 | % | |||||
Director, Executive Vice President | ||||||||
Donald S. Friesz | 62,639 | (7) | ||||||
Director | ||||||||
Evan M. Gruber | 2,500 | (7) | ||||||
Director | ||||||||
Albert J. Moyer | 0 | (7) | ||||||
Director | ||||||||
Robert K. Montgomery | 0 | (7) | ||||||
Director | ||||||||
Glen D. Parish | 26,833 | (7) | ||||||
Director, Former Vice President, General Manager | ||||||||
Donald A. Patrick | 53,068 | (7) | ||||||
Director | ||||||||
James R. Wilburn | 4,778 | (7) | ||||||
Director | ||||||||
Robert E. Dose | 54,503 | (7) | ||||||
Vice President Finance, Secretary, Treasurer | ||||||||
Lori L. Swafford | 26,255 | (7) | ||||||
Vice President, Legal Affairs | ||||||||
Larry O. Wonder | 33,983 | (7) | ||||||
Vice President, Sales | ||||||||
All executive officers and directors as a group (18 persons) | 1,274,616 | (8) | 9.58 | %(8) |
(1) | Except as indicated in the footnotes to this table and pursuant to applicable community property laws, to the knowledge of the Company, the persons named in this table have sole voting and investment power with respect to all shares beneficially owned by them. For purposes of this table, a person is deemed to have “beneficial ownership” as of a given date of any security that such person has the right to acquire within 60 days after such date. Amounts for Messrs. Robert Virtue, Douglas Virtue, Friesz, Gruber, Moyer, Montgomery, Parish, Patrick, |
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Wilburn, Dose, Swafford, Wonder, and all executive officers and |
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directors as a group, include 7,027, 5,658, | ||
(2) | As of February 14, | |
(3) | Includes | |
(4) | Includes 159,153 shares held by a trust of which Ms. Young is the trustee possessing both voting and dispositive power over these shares. | |
(5) | The data reported is based upon information supplied by AMEXONLINE and reflects the holdings of Buckhead Capital Management LLC as of March 31, 2006. | |
(6) | Does not include | |
Less than 1%. | ||
Douglas Virtue is Robert Virtue’s son. The total number of shares beneficially owned by Mr. Robert A. Virtue, his brothers Raymond W. Virtue and Richard J. Virtue, his sister, Nancy Virtue-Cutshall, their children and their mother, Mrs. Julian A. Virtue, aggregate |
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Long-Term | |||||||||||||||||||||
Annual Compensation | Compensation | ||||||||||||||||||||
Restricted | |||||||||||||||||||||
Stock | All Other | ||||||||||||||||||||
Name and Principal Position | Year | Salary(1) | Bonus | Awards(2) | Compensation(3) | ||||||||||||||||
Robert A. Virtue | 2004 | $ | 385,811 | $ | — | $ | — | $ | — | ||||||||||||
Chairman of the Board and | 2003 | 393,923 | — | — | 9,400 | ||||||||||||||||
Chief Executive Officer | 2002 | 387,461 | — | — | 9,400 | ||||||||||||||||
Robert E. Dose | 2004 | 216,378 | — | 103,650 | — | ||||||||||||||||
Vice President, Finance, | 2003 | 202,553 | — | — | 4,700 | ||||||||||||||||
Secretary and Treasurer | 2002 | 186,825 | — | — | 4,500 | ||||||||||||||||
Douglas A. Virtue | 2004 | 214,903 | — | — | — | ||||||||||||||||
Executive Vice President | 2003 | 184,996 | — | — | 3,900 | ||||||||||||||||
2002 | 208,175 | — | — | 3,900 | |||||||||||||||||
Larry O. Wonder | 2004 | 203,235 | — | 103,650 | 3,900 | ||||||||||||||||
Vice President, Sales | 2003 | 189,754 | — | — | 3,900 | ||||||||||||||||
2002 | 181,677 | — | — | 3,900 | |||||||||||||||||
Lori L. Swafford | 2004 | 197,810 | — | 103,650 | — | ||||||||||||||||
Vice President, Legal Affairs | 2003 | 165,020 | — | — | 2,600 | ||||||||||||||||
2002 | 167,277 | — | — | 2,600 |
Long-Term | ||||||||||||||||||||
Annual Compensation | Compensation | |||||||||||||||||||
Restricted | ||||||||||||||||||||
Stock | All Other | |||||||||||||||||||
Name and Principal Position | Year | Salary(1) | Bonus | Awards(2) | Compensation(3) | |||||||||||||||
Robert A. Virtue | 2005 | $ | 421,233 | $ | — | $ | — | $ | — | |||||||||||
Chairman of the Board and | 2004 | 385,811 | — | — | — | |||||||||||||||
Chief Executive Officer | 2003 | 393,923 | — | — | 9,400 | |||||||||||||||
Douglas A. Virtue | 2005 | 222,873 | — | — | — | |||||||||||||||
Executive Vice President | 2004 | 214,903 | — | — | — | |||||||||||||||
2003 | 184,996 | — | — | 3,900 | ||||||||||||||||
Robert E. Dose | 2005 | 222,688 | �� | — | — | — | ||||||||||||||
Vice President, Finance, | 2004 | 216,378 | — | 103,650 | — | |||||||||||||||
Secretary and Treasurer | 2003 | 202,553 | — | — | 4,700 | |||||||||||||||
Lori L. Swafford | 2005 | 205,989 | — | — | — | |||||||||||||||
Vice President, Legal Affairs | 2004 | 197,810 | — | 103,650 | — | |||||||||||||||
2003 | 165,020 | — | — | 2,600 | ||||||||||||||||
Larry O. Wonder | 2005 | 191,985 | — | — | — | |||||||||||||||
Vice President, Sales | 2004 | 203,235 | — | 103,650 | 3,900 | |||||||||||||||
2003 | 189,754 | — | — | 3,900 |
(1) | Excludes compensation in the form of other personal benefits, which, for each of the executive officers, did not exceed the lesser of $50,000 or 10% of the total of annual salary and bonus reported for each year. | |
(2) | Granted pursuant to the Company’s 1997 Stock Incentive Plans. | |
(3) | Consists primarily of amounts representing the value of Company-paid split-dollar premiums under the Management Employees Life Insurance Plan. See “Management Employees Life Insurance Plan” and “Executive Survivorship Life Insurance Plan.” The foregoing amounts represent the actuarial value of the benefit to the executive officers of the current year’s insurance premium paid by the Company in excess of that required to fund the death benefits under the policies. Effective January 2004, the Company terminated the life insurance plan, other than for one employee due to extenuating circumstances. The Company |
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Number of Unexercised | Value of Unexercised | ||||||||||||||||
In-the-Money Options | |||||||||||||||||
Shares Acquired | |||||||||||||||||
Value | Fiscal Year-End | at Fiscal Year-End(1) | |||||||||||||||
Name | on Exercise | Realized | (Exercisable/Unexercisable) | (Exercisable/Unexercisable) | |||||||||||||
Robert A. Virtue | — | $ | — | $ | — / — | ||||||||||||
Douglas A. Virtue | — | — | 23,758 / — | — / — | |||||||||||||
Robert E. Dose | — | — | |||||||||||||||
— | — | —/ — | |||||||||||||||
Larry O. Wonder | — | — | |||||||||||||||
(1) | Calculated using closing price on January 31, |
Number of securities | |||||||||||||
remaining available for | |||||||||||||
future issuance under | |||||||||||||
Number of securities to | Weighted-average | equity compensation | |||||||||||
be issued upon exercise | exercise price of | plans (excluding | |||||||||||
of outstanding options, | outstanding options, | securities reflected in | |||||||||||
Plan category | warrants and rights | warrants and rights | column (a)) | ||||||||||
(a) | (b) | (c) | |||||||||||
Equity compensation plans approved by security holders | 368,000 | $ | 11.17 | 120,000 | |||||||||
Equity compensation plans not approved by security holders | None | None | None | ||||||||||
Total | 368,000 | $ | 11.17 | 120,000 |
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Number of securities | ||||||||||||
remaining available for | ||||||||||||
future issuance under | ||||||||||||
Number of securities to | Weighted-average | equity compensation | ||||||||||
be issued upon exercise | exercise price of | plans (excluding | ||||||||||
of outstanding options, | outstanding options, | securities reflected in | ||||||||||
Plan category | warrants and rights | warrants and rights | column (a)) | |||||||||
(a) | (b) | (c) | ||||||||||
Equity compensation plans approved by security holders | 293,000 | $ | 11.56 | 116,000 | ||||||||
Equity compensation plans not approved by security holders | None | None | None | |||||||||
Total | 293,000 | $ | 11.56 | 116,000 | ||||||||
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Years of Service(1)(2) | ||||||||||||
Assumed Average Compensation(3) | 10 | 20 | 30 | |||||||||
$ 25,000 | $ | 2,260 | $ | 4,520 | $ | 6,780 | ||||||
50,000 | 4,760 | 9,520 | 14,280 | |||||||||
75,000 | 7,260 | 14,520 | 21,780 | |||||||||
100,000 | 9,760 | 19,520 | 29,280 | |||||||||
125,000 | 12,260 | 24,520 | 36,780 | |||||||||
150,000 | 14,760 | 29,520 | 44,280 | |||||||||
175,000 | 15,760 | 31,519 | 47,279 |
Years of Service(2) (3) | ||||||||||||
Assumed Average Compensation(1) | 10 | 20 | 30 | |||||||||
$ 25,000 | $ | 2,260 | $ | 4,520 | $ | 6,780 | ||||||
50,000 | 4,760 | 9,520 | 14,280 | |||||||||
75,000 | 7,260 | 14,520 | 21,780 | |||||||||
100,000 | 9,760 | 19,520 | 29,280 | |||||||||
125,000 | 12,260 | 24,520 | 36,780 | |||||||||
150,000 | 14,760 | 29,520 | 44,280 | |||||||||
175,000 | 15,760 | 31,519 | 47,279 |
(1) | Assumed average compensation is based upon regular base compensation before deduction for taxes or group insurance averaged for each year in the plan. | |
(2) | Represents annual retirement benefits payable at normal retirement age. To the extent a participant’s service was rendered prior to February 1, 1964, the effective date of the plan, actual benefits will be slightly lower than the benefits shown in the table. | |
The benefits shown are for straight-life annuity payments and are not subject to deduction for Social Security or other offset amounts; alternative forms of benefit payments are available under the plan. |
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2000 | 2001 | 2002 | 2003 | 2004 | 2005 | |||||||||||||||||||
VIRCO MFG. CORPORATION | 100.00 | 88.25 | 90.33 | 96.16 | 79.81 | 85.24 | ||||||||||||||||||
PEER GROUP | 100.00 | 71.54 | 89.63 | 71.48 | 106.57 | 114.91 | ||||||||||||||||||
AMEX MARKET INDEX | 100.00 | 105.08 | 92.41 | 91.05 | 127.50 | 136.92 |
2001 | 2002 | 2003 | 2004 | 2005 | 2006 | |||||||||||||||||||||||||
VIRCO MFG. CORPORATION | 100.00 | 102.36 | 108.96 | 90.44 | 96.60 | 81.71 | ||||||||||||||||||||||||
PEER GROUP | 100.00 | 125.29 | 99.92 | 148.97 | 160.63 | 167.31 | ||||||||||||||||||||||||
AMEX MARKET INDEX | 100.00 | 87.94 | 86.64 | 121.62 | 130.30 | 158.05 | ||||||||||||||||||||||||
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2004 | 2003 | |||||||
Audit Fees | $ | 609,000 | $ | 286,000 | ||||
Audit-Related Fees | 34,500 | 34,500 | ||||||
Tax Fees | 45,250 | 45,062 | ||||||
All Other Fees | — | — | ||||||
Total | $ | 688,750 | $ | 365,562 | ||||
2005 | 2004 | |||||||
Audit Fees | $ | 570,400 | $ | 609,000 | ||||
Audit-Related Fees | 39,000 | 34,500 | ||||||
Tax Fees | 48,620 | 45,250 | ||||||
All Other Fees | — | — | ||||||
Total | $ | 658,020 | $ | 688,750 | ||||
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By Order of the Board of Directors /s/ Robert E. Dose Robert E. Dose Secretary Torrance, California May 23, 2006
APPENDIX A VIRCO MFG. CORPORATION AUDIT COMMITTEE CHARTER This charter sets forth the authority and responsibility of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Virco Mfg. Corporation. (the “Company”). 1. Purpose and Authority. The primary purposes of the Committee are to prepare the report that Securities and Exchange Commission (“SEC”) rules require to be included in Company’s annual proxy statement and to assist the Board in fulfilling its oversight responsibilities to the stockholders of the Company relating to:
2. Composition. The Committee will be appointed annually to serve at the pleasure of the Board and will be comprised of not less than three Directors. The Board shall designate one member of the Committee to be Chair. Vacancies in the Committee may be filled at any meeting of the Board. Each member of the Committee shall be independent and free from any relationship that in the opinion of the Board would interfere with the exercise of independent judgment as a member of the Committee. For purposes of determining Director independence, the term “independent” shall also mean a Director who meets the definition of “independence” for members of an audit committee set forth in the Company Manual of the AMEX and Section 10(A)(m)(3) of the Securities Exchange Act of 1934, as amended. All members of the Committee shall have a working familiarity with basic finance and accounting practices, and at least one member of the Committee shall be a “financial expert,” as defined in rules promulgated by the SEC. Committee members are encouraged to enhance their familiarity with finance and accounting by participating in educational programs conducted by the Company and by outside services. No member of the Committee shall serve simultaneously on the audit committee of more than three public companies (including the Company). 3. Meetings. The Committee shall meet at least four times annually, or more frequently as circumstances dictate. Regular meetings of the Committee may be held without call or notice at such times and places as the Committee from time to time may fix. Special meetings of the Committee may be called by the Chairman of the Committee or by the Secretary of the Company when requested to do so by any two members of the Committee or by the Company’s independent or internal auditors. Notice shall be given in the same manner as notice of special meetings of the Board. Any action required or permitted to be taken at any meeting of the Committee may be taken without a meeting if consent in writing is given thereto by all members of the Committee and such consent is filed with the minutes.
Minutes of the meetings of the Committee will be prepared and kept in the minute books of the Company, together with minutes of meetings of other committees of the Board. These minutes shall be made available to the members of the Board from time to time for their information. 4. Quorum. A majority of the members of the Committee, but no fewer than two persons, shall constitute a quorum for the transaction of business at any meeting of the Committee. Any action of the Committee to be effective must be authorized by the affirmative vote of a majority of the members thereof present and in any event shall require not less than two affirmative votes. 5. Responsibilities and Duties. To fulfill its responsibilities and duties the Committee shall: Meet and Review Documents/Reports 1. Review and, as appropriate, update this Charter at least annually. 2. Review and discuss with management and the independent auditors the Company’s annual and quarterly financial statements and annual and quarterly reports onForms 10-K and10-Q, respectively, prior to filing each such report, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and any certification, report, opinion or review rendered by the independent auditors with respect thereto. 3. Discuss the general types of information to be disclosed, and the type of presentation to be made, in the Company’s earnings press releases and in the financial information and earnings guidance, if any, provided to analysts and rating agencies. 4. Meet separately, periodically, with management, the internal auditors (or other personnel responsible for the internal audit function) and with independent auditors. 5. Report to the Board of Directors following meetings of the Committee. Independent Auditors 6. Appoint the firm of independent certified public accountants to serve as the Company’s independent auditors, which firm shall report directly to the Committee, and retain or terminate, when appropriate, such firm. The Committee shall be directly responsible for the appointment, compensation and oversight of the independent auditors. 7. Obtain and review at least annually a report by the independent auditors describing: (a) the firm’s internal quality control procedures; (b) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; and (c) all relationships between the independent auditors and the Company, including services performed for the Company and fees charged to the Company, and all other relationships that may adversely affect the independence of the auditors. 8. Consider, at least annually, the independence of the independent auditors, including all relationships between the Company and the independent auditors and whether such auditors’ performance of permissible non-audit services is compatible with the auditors’ independence. 9. Pre-approve all audit engagement fees and terms and all non-audit engagements with the independent auditors. The Committee shall have sole authority to carry out the responsibilities set forth in this Paragraph 9. 10. Review with the independent auditors the degree to which leased employees were used (if at all) in the performance of the independent accounts services. 11. Approve the hiring by the Company of any current employee of the independent auditors or any former employee of the independent auditors employed by the independent auditors within the prior one-year period;
provided that, in no event shall the Committee approve the hiring by the Company of a chief executive officer, controller, chief financial officer, chief accounting officer or any person that would serve in an equivalent position for the Company if such person was employed by the independent auditors and participated in the audit of the Company during the one-year period preceding the date of the initiation of the most recent audit. Financial Reporting Processes 12. In consultation with the independent auditors, management and the internal auditors, review the integrity of the Company’s financial reporting processes, both internal and external, and the fullness and accuracy of the Company’s financial statements. 13. Review the adequacy of the Company’s internal controls. 14. Consider the independent auditors’ judgments about the quality and appropriateness of the Company’s accounting principles as applied to financial reporting. 15. Consider and approve, if appropriate, major changes to the Company’s internal auditing and accounting principles and practices as suggested by the independent auditors or management. 16. Establish regular and separate systems of reporting to the Committee by management and the independent auditors regarding any significant judgments made in management’s preparation of the financial statements and the view of each as to the appropriateness of such judgments. 17. Review with the independent auditors any problems or difficulties encountered during the course of the audit work, including any restrictions on the scope of work or access to requested information, any significant disagreements between the independent auditors and management, and management’s response to such problems or difficulties. 18. Review with the independent auditors and management the extent to which changes or improvements in financial or accounting practices, as approved by the Committee, have been implemented. 19. Establish procedures, pursuant to rules or regulations that may be issued from time to time by theSEC and/or the AMEX, for handling complaints regarding accounting, internal accounting controls and auditing matters, including procedures for confidential, anonymous submission of legitimate concerns by employees regarding accounting and auditing matters. 20. Prepare the report that SEC rules require to be included in the Company’s annual proxy statement. Risk Assessment 21. Evaluate the Company’s guidelines and policies with respect to risk assessment and risk management. Ethical and Legal Compliance 22. Establish, review and update periodically a Code of Ethical Conduct and ensure that management has established a system to enforce this Code. 23. Review with the Company’s counsel, legal compliance matters including securities laws compliance and any legal matter that could have a significant impact on the Company’s financial statements. 24. Obtain such advice and assistance from outside legal, accounting or other advisors as deemed appropriate by the Committee in its sole discretion. The Committee is specifically empowered to retain these advisors without seeking approval from the Board. General 25. Review and discuss the adequacy of the Company’s disclosure controls and procedures. 26. Conduct an annual performance evaluation of the Committee in accordance with, and as required by, rules that may be issued by the AMEX from time to time. 27. Perform any other activities consistent with this charter, the Company’s Certificate of Incorporation and Bylaws, and governing law as the Committee or the Board deems necessary or appropriate.
PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF VIRCO MFG. CORPORATION Annual Meeting of Stockholders — June 20, 2006 The undersigned hereby appoints ROBERT A. VIRTUE, DOUGLAS A. VIRTUE and ROBERT E. DOSE, 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 Virco Mfg. Corporation 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 (Continued, and to be marked, dated and signed, on the other side) Address Change/Comments(Mark the corresponding box on the reverse side) 5Fold and detach here.5 You can now access your VIRCO MFG. CORPORATION account online. Access your Virco Mfg. Corporation stockholder account online via Investor ServiceDirect®(ISD). Mellon Investor Services LLC, agent for Virco Mfg. Corporation, now makes it easy and convenient to get current information on your stockholder account. After a simple and secure process of establishing a Personal Identification Number (PIN), you are ready to log in and access your account to:
Visit us on the web athttp:// and follow the instructions shown on this page. For Technical Assistance Call 1-877-978-7778 between 9am-7pm Monday-Friday Eastern Time Investor
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. 5Detach here from proxy voting card5 Vote by Internet or Telephone or Mail 24 Hours a Day, 7 Days a Week Telephone and Internet voting is available through 11:59 PM EST the day prior to annual meeting day. Your telephone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.
If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card. You can view the Annual Report and Proxy Statement on the internet at: http://www.virco.com/Pages/set1a.htm
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