UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrantx
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| ☐ | | Preliminary Proxy Statement |
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☐ | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)14a–6(e)(2)) |
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☒ | | Definitive Proxy Statement |
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☐ | | Definitive Additional Materials |
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☐ | | Soliciting Material Pursuant to § 240.14a-12 under §240.14a–12 |
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ELECTRONIC SYSTEMS TECHNOLOGY, INC. |
(Name of Registrant as Specified in itsIn Its Charter) |
Not Applicable
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| (1) | | Title of each class of securities to which transaction applies: |
| (2) | | Aggregate number of securities to which transaction applies: |
| (3) | | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-110–11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | | Proposed maximum aggregate value of transaction: |
| (5) | | Total fee paid: |
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| Electronic Systems Technology, Inc. | Phone: 509-735-9092 |
| 415 N. Roosevelt Street, STE B1, Kennewick, WA 99336 | Fax: 509-783-5475 |
![[elstsch14aapr3015002.gif]](https://files.docoh.com/DEF 14A/0001052918-15-000181/elstsch14aapr3015002.gif)
Electronic Systems Technology, Inc. Phone: 509-735-9092
415 N. Quay Street, Building B1, Kennewick, WA 99336 Fax: 509-783-5475
April 27, 201525, 2022
Dear Shareholder:
You are cordially invited to attend Electronic System Technology, Inc.’s Annual Meeting of Shareholders on Friday, June 5, 20153, 2022 at 3:9:00 p.m.a.m. Pacific time. The meeting will be held at the Company’s headquarters located at 415 N. QuayRoosevelt St, Bldg.STE. B1, Kennewick, Washington. The matters to be acted upon at the meeting are described in the attached Notice of Annual Meeting of Shareholders and Proxy Statement.
The Company is once again taking advantage of the Securities and Exchange Commission rules that allows us to provide proxy materials over the Internet. On or about May 2, 2015April 25, 2022 we will begin mailing a Notice of Internet Availability of Proxy Materials to stockholders informing them that the Proxy Statement, 20142021 Annual Report (when filed) and voting instructions are available online.
As more fully described in that Notice, all Stockholders may choose to access proxy materials on the Internet or may request paper copies of the proxy materials. We believe that using the Internet reduces costs, provides greater flexibility to our shareholders, and conserves resources. Subsequent to the formal meeting and its items of business at the Annual Meeting, I will review major Company developments over the past year and share with you our plans for the future. You will have an opportunity to ask questions and express your views to the management of the Company. Members of the Board of Directors will also be present.attend in person or by telephone.
Whether or not you are able to attend the Annual Meeting in person, it is important that your shares be represented. Please vote your shares using the Internet or by requesting a printed copy of the proxy materials and completing and returning by mail the proxy card you will receive in response to your request. Instructions on each of these voting methods are outlined in the enclosed Proxy Statement. Please vote as soon as possible.
I hope to see you on June 5, 2015.3, 2022.
YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the Annual Meeting of Shareholders, we urge you to vote and submit your proxy by the Internet (see below for instructions) or mail so that a quorum may be represented at the meeting. Any person giving a proxy has the power to revoke it at any time, and stockholders who are present at the meeting nay withdraw their proxies and vote in person. If you hold your shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from them to vote your shares.
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By order of the Board of Directors,
ELECTRONIC SYSTEMS TECHNOLOGY, INC.
/s/ T. L. Kirchner
T.L. Kirchner,Michael W. Eller, President
May 4, 2015April 25, 2022 / Approximate Date of mailing to Shareholders
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Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on June 5, 2015:
3, 2022:
The Notice of Annual Meeting and Proxy Statement and Annual Report to Shareholders are available at http://www.esteem.com/about/corporate-information.html.Voting by the Internet is fast, convenient and your vote is immediately confirmed and posted. For registered shareholders to vote by the Internet, first read the accompanying Proxy Statement and then follow the instructions below:
VOTE BY INTERNET
| 1. | Go to www.proxypush.com/ELST. |
| 2. | Follow the step-by-step instructions provided. |
1.
Go to www.investorvote.com/ELST.
2.
Follow the step-by-step instructions provided.
PLEASE DO NOT RETURN THE ENCLOSED PAPER BALLOT IF YOU ARE VOTING OVER THE INTERNET.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 5, 20153, 2022
To the Shareholders of Electronic Systems Technology, Inc.:
The Annual Meeting of Shareholders of Electronic Systems Technology, Inc. (the “Company”), a Washington Corporation, will be held at the Company’s location at 415 N. QuayRoosevelt St, BldgSTE B1, Kennewick, Washington, on June 5, 20153, 2022 at 3:30 p.m.9:00 a.m. Pacific Time for the following purposes:
| 2. | To ratify Assure CPA LLP as Independent Auditors. |
| 3. | To transact such other business as may properly come before the meeting and any postponement(s) or adjournment(s) thereof. |
1.
To elect Directors.
2.
To ratify DeCoria, Maichel & Teague as Independent Auditors.
3.
To approve, on a non-binding advisory basis, the compensation paid to our Named Executive Officers
4.
To transact such other business as may properly come before the meeting and any postponement(s) or adjournment(s) thereof.
Only Shareholders of record, at the close of business on April 16, 2015,11, 2022, are entitled to notice of and to attend and to vote at the meeting. Interested parties are encouraged to visit the Company’s website atwww.esteem.com for additional information.Information on our website does not form any part of the material for solicitation of proxies.
By order of the Board of Directors,
ELECTRONIC SYSTEMS TECHNOLOGY, INC.
/s/ T. L. KIRCHNERMichael W. Eller
T.L. Kirchner,Michael W. Eller, President
April 30, 201525, 2022 / Approximate Date of mailing to Shareholders
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE VOTE AS PROMPTLY AS POSSIBLE USING THE INTERNET OR THE DESIGNATED TOLL-FREE TELEPHONE NUMBER, OR BY REQUESTING A PRINTED COPY OF THE PROXY MATERIALS AND COMPLETING AND RETURNING BY MAIL THE PROXY CARD YOU WILL RECEIVE IN RESPONSE TO YOUR REQUEST. THIS IS IMPORTANT FOR THE PURPOSE OF ENSURING A QUORUM AT THE MEETING.ANYMEETING. ANY PERSON GIVING A PROXY HAS THE POWER TO REVOKE IT AT ANY TIME, AND SHAREHOLDERS WHO ARE PRESENT AT THE MEETING MAY WITHDRAW THEIR PROXIES AND VOTE IN PERSON. IF YOU HOLD YOUR SHARES THROUGH AN ACCOUNT WITH A BROKERAGE FIRM, BANK OR OTHER NOMINEE, PLEASE FOLLOW THE INSTRUCTIONS YOU RECEIVE FROM THEM TO VOTE YOUR SHARES.
ELECTRONIC SYSTEMS TECHNOLOGY, INC.
415 N. QuayRoosevelt Street, BldgSTE B1
Kennewick, Washington 99336
(509) 735-9092
(509) 735-9092
PROXY STATEMENT
Relating to
ANNUAL MEETING OF SHAREHOLDERS
To be held June 5, 20153, 2022
INTRODUCTION
This Proxy Statement is being furnished by the Board of Directors of Electronic Systems Technology, Inc., a Washington corporation (the “Corporation”), to holders of shares of the Corporation's Common Stock (“Common Stock”) in connection with the solicitation by the Board of Directors of proxies to be voted at the Annual Meeting of Shareholders of the Corporation to be held on Friday, June 5, 20153, 2022 at 3:9:00 p.m.a.m. Pacific time, and any adjournment or adjournments thereof (the “Annual Meeting”) for the purposes set forth in the accompanying Notice of the Annual Meeting. The Annual Report of the Corporation for the year ending December 31, 2014 was mailed to Shareholders in conjunction with the mailing of this Proxy Statement; however, such Annual Report does not form any part of the material for solicitation of proxies.
IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 5, 20153, 2022
Our Notice of Annual Meeting and Proxy Statement and Annual Report are available at: http://www.esteem.com/about/corporate-information.html
OUTSTANDING CAPITAL STOCK
The record date for shareholders entitled to vote at the Annual Meeting is April 11, 2022. At the close of business on that day, there were 4,946,502 shares of our Common Stock, $.001 par value, outstanding and entitled to vote at the meeting. Each share of Common Stock is entitled to one vote.
PURPOSES OF ANNUAL MEETING
Election of Directors
At the Annual Meeting, shareholders entitled to vote (see “Voting at Annual Meeting”) will be asked to consider and take action on the election of Melvin H. Brown and Robert Southworth as directorsMichael W Eller (current) to the Corporation's Board of Directors to serve for a three year term. Seethree-year term (sSee “Election of Directors.”Directors”).
Ratification of Auditors
At the Annual Meeting, Shareholders entitled to vote (see “Voting at Annual Meeting”) will be asked to consider and take action to ratify the appointment of independent auditors. Seeauditors (see “Ratification of Auditors”).
Advisory Vote/“Say on Pay”
At the Annual Meeting, shareholders entitled to vote (see “Voting at Annual Meeting”) will be asked to provide an advisory vote to approve our executive compensation.
Other Business
To transact other matters as may properly come before the annual meeting, postponement(s) or any adjournment(s) thereof. Seethereof (see “Other Matters”).
VOTING AT ANNUAL MEETING
General
The close of business on the Record Date of April 16, 201511, 2022 has been fixed as the record date for determination of the Shareholders entitled to notice of, and to vote at the Annual Meeting (the “Record Date”). As of the Record Date, there were issued and outstanding 5,158,6674,946,502 shares of Common Stock entitled to vote. A majority of such shares will constitute a quorum for the transaction of business at the Annual Meeting. The holders of record on the Record Date of the shares entitled to be voted at the Annual Meeting are entitled to cast one vote per share on each matter submitted to a vote at the Annual Meeting. All action proposed herein may be taken upon a favorable vote of the holders of a majority of such shares of Common Stock represented at the Annual Meeting provided a quorum is present at the meeting in person or by proxy.
Proxies
Proxies
Shares of Common Stock which are entitled to be voted at the Annual Meeting and which are represented by properly executed proxies will be voted in accordance with the instructions indicated in such proxies. If no instructions are indicated, such shares will be voted:will: (1)NOT BE VOTED FOR the election of Melvin H. Brown and Robert SouthworthMichael W. Eller to the Corporation's Board of Directors; (2) BE VOTED FOR ratification of DeCoria, Maichel & Teague P.S.Assure CPA, LLP. as Independent Auditors; (3)FOR the advisory vote/”say on pay”; (4) Other business.Auditors.
A Shareholder who has executed and returned a proxymayproxy may revoke it at any time before it is voted at the Annual Meeting, by executing and returning a proxy bearing a later date, by giving written notice of revocation to the Secretary of the Corporation, or by attending the Annual Meeting and voting in person or delivering instructioninstructions to the Corporation via email and with written confirmation. A proxy is not revoked by the death or incompetence of the maker unless, before the authority granted there underthereunder is exercised, written notice of such death or incompetence is received by the Corporation from the executor or administrator of the estate or from a fiduciary having control of the shares represented by such proxy.
The indication of an abstention on a proxy or the failure to vote either by proxy or in person will be treated as neither a vote “for” nor “against” the election of any Director. Each of the other matters must be approved by the affirmative vote of a majority of shares present in person or represented by proxy at the meeting and entitled to vote, assuming a quorum is present. Abstention from voting will have the practical effect of voting against these matters since it is one less vote for approval. The shares of a Shareholder whose ballot on any or all proposals is marked as “abstain” will be included in the number of shares present at the Annual Meeting for the purpose of determining the presence of a quorum.
Broker non-votes, shares held by brokers or custodians for the accounts of others as to which voting instructions have not been given, will be treated as shares that are present for determining a quorum, but will not be counted for purposes of determining the number of votes cast with respect to a proposal. If you are the beneficial owner of shares held by a broker or other custodian, you may instruct your broker how you would like your shares voted through the voting instruction form included with this Proxy Statement.
If you wish to vote the shares you own beneficially at the meeting, you must first request and obtain a “legal proxy” from your broker or other custodian. If you choose not to provide instructions or a legal proxy, your shares are referred to as “uninstructed shares.” Whethershares” and your broker or custodian haswill not have the discretionauthority to vote these shares on your behalf are routine matters for consideration at the meeting, in this case, items 2 and 3, the advisory vote for “say on pay” proposals. Prior to January 1, 2010 brokers and custodians were allowed to vote uninstructed shares in uncontested director elections.As of January 1, 2010, brokers and custodians can no longer vote uninstructed shares on your behalf in director elections. For your vote to be counted, you must submit your voting instruction form to your broker or custodian.shares.
Proposal
Number | | | Items | | | | | |
Proposal
Number
| | Item
| | Votes Required for
Approval
| | Abstentions | | Uninstructed
Shares
|
1 | | | Election of Directors | | Majority of shares cast | | Not counted | | Not voted |
2 | | | Ratification of
Independent Auditors
| | Majority of shares cast | | Not counted | | Discretionary vote |
3
| | Advisory Vote/”Say on Pay”
| | Majority of shares cast
| | Not counted
| | Discretionary vote
|
The Corporation will bear all the costs and expenses relating to the solicitation of proxies, including the costs of preparing, printing and mailing this Proxy Statement and accompanying material to shareholders. In addition to the solicitation of proxies by use of the mails, the directors, officers, and employees of the Corporation, without additional compensation, may solicit proxies personally or by telephone or telegram.
Future Shareholder Communications through the Internet
Shareholders may elect to receive future notices of meetings, proxy materials and annual reports electronically through the Internet. The consent of Shareholders who have previously consented to electronic delivery will remain in effect until withdrawn. To consent to electronic delivery:
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Shareholders whose shares are registered in their own name, and not in “street name” through a broker or other nominee, may simply log in to https://www.proxypush.com/ELST the Internet site maintained by EQ Shareowner Services. and follow the step-by-step instructions; and, Shareholders whose shares are registered in “street name” through a broker or other nominee must first vote their shares using the Internet, at: www.proxyvote.com, the Internet site maintained by Broadridge Financial Solutions, Inc. and immediately after voting, fill out the consent form that appears on-screen at the end of the Internet voting procedure. | •
| | Shareholders whose shares are registered in their own name, and not in “street name” through a broker or other nominee, may simply log in to www.investorvote.com/ELST the Internet site maintained by ComputerShare Investor Services and follow the step-by-step instructions; and,
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| •
| | Shareholders whose shares are registered in “street name” through a broker or other nominee must first vote their shares using the Internet, at: www.proxyvote.com, the Internet site maintained by Broadridge Financial Solutions, Inc. and immediately after voting, fills out the consent form that appears on-screen at the end of the Internet voting procedure.
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The consent to receive Shareholder communications through the Internet may be withdrawn at any time to resume receiving Shareholder communications in printed form.
PROPOSAL 1: ELECTION OF DIRECTORS
It is intended that the proxies solicited hereby will be voted for election of the nominee for Director listed below, unless authority to do so has been withheld. If the nominee becomes unable to accept election, the Board will either reduce the Director to be elected or select a substitute nominee. If a substitute nominee is selected, proxies will be voted in favor of such nominee.
The Board of Directors is divided into three classes, with the terms of office of each class ending in successive years. The terms of current directors of Class I expire with the 20152024 Annual Meeting, terms of current directordirectors of Class IIIII expire with the 20162023 Annual Meeting, and the terms of the current directorsdirector in Class IIIII expire with the 20172022 Annual Meeting.
Nominees
The nominees for Class III Directors whose term, if elected, will expire in 20182025 and certain additional information with respect to the nominee is as follows:
Nominee Name, Position with the Corporation, Principal Occupation(s), Other Directorships, Age, and Ownership:
CLASS III - Three Year Term Expiring 20182022
Melvin H. Brown:MICHAEL W. ELLER. Mr. BrownEller is the President and Principal Accounting Officer. During the last five years Mr. Eller has been a full-time employee of the Company. Previous experience includes Macys Logistics and Operations where he was employed as the Vice President of Operations and Director of the Corporation.Finance. Mr. Brown is the retired owner and President of Manufacturing Services, Inc. Manufacturing Services provides electronic design and manufacturing solutions. Manufacturing Services provides electronic manufacturing and quality control testing services for Electronic Systems Technology. Mr. BrownEller does not serve as a Directordirector for any other company registered under the Securities Exchange Act.
| Age: | 61 | |
Age:
| 84
|
Shares Beneficially Owned: | 76,500
40,000 | |
Percent of Class: | 1.5
0.8 | |
A Director Since: | 1985
2016 | |
Shares beneficially owned do not include 75,000 shares subject to options granted 2-10-12, 2-13-13 and 2-27-14.
Robert Southworth: Mr. Southworth is a Director of the Corporation. Mr. Southworth is a retired Senior Patent Attorney with the U. S. Department of Energy in Richland, Washington. His primary duties with the Department of Energy were the preparation and prosecution of domestic and foreign patent applications in such fields as nuclear reactors, fuel reprocessing, waste management and energy related fields of solar, wind, and fossil fuels. Mr. Southworth does not serve as a director of any other company that is registered under the Securities Exchange Act.
| |
Age:
| 71
|
Shares Beneficially Owned:
| 0
|
Percent of Class:
| 0
|
A Director Since:
| 1985
|
Shares beneficially owned do not include 75,000 shares subject to options granted 2-10-12, 2-13-13 and 2-27-14.
MANAGEMENT RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE NOMINEES TO THE BOARD OF DIRECTORS OF THE CORPORATION
PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITORS
DeCoria, Maichel & Teague P.S. Independent Certified Public Accountants (“DM-T”), haveAssure CPA, LLP has been selected by the Board of Directors as the Independent Auditors for the Company for the fiscal year ending December 31, 2015.2021. Shareholder ratification of the selection of DM-TAssure as the Company’s Independent Auditors is not required by the Bylaws or otherwise. However, Management is submitting the selection of DM-TAssure to the Shareholders for ratification as a matter of corporate practice. If the Shareholders fail to ratify the selection, Management will reconsider whether or not to retain that firm. Even if the selection ifis ratified, Management in its discretion may direct the appointment of a different independent accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and its Shareholders.
This firm is experienced in the field of accounting and is well qualified to act in the capacity of auditors. DM-TAssure CPA LLC will not be represented at the annual meeting, but questions from shareholders will be subsequently presented to the auditors for response.
The following table presents fees billed to the Company relating to the audit of the Financial Statements at December 31, 2014,2021 and December 31, 2013,2020, as provided by DM-T. We expect that DM-T will serve as our auditors for fiscal year 2015.Assure CPA, LLP.
| Year Ended | December 31, 2014 | December 31, 2013 | | December 31, 2021 | | December 31, 2020 | |
Audit fees (1) | $44,459 | $43,175 | | $ | 39,450 | | | $ | 39,450 | |
Audit-related fees (2) | - | - | | | — | | | | — | |
Tax fees (3) | 3,500 | 2,500 | | | 3,000 | | | | 3,000 | |
All other fees (4) | - | - | |
Total Fees | $47,959 | $45,675 | | $ | 42,450 | | | $ | 42,450 | |
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The Company’s Board of Directors reviewed the audit services rendered by DM-TASSURE CPA, LLP and concluded that such services were compatible with maintaining the auditors’ independence. All audit, non-audit, tax services, and other services performed by the independent accountants are pre-approved by the Board of Directors to assure that such services do not impair the auditors’ independence from the Company. The Company does not use DM-TASSURE CPA, LLP for financial information system design and implementation. We do not engage DM-TASSURE CPA, LLP to provide compliance outsourcing services.
| (1) | Audit fees consist of fees billed for professional services provided in connection with the audit of the Company’s financial statements and reviews of our quarterly financial statements. |
(1)
| (2) | Audit-related fees consist of assurance and related services that include, but are not limited to, internal control reviews, attest services not required by statute or regulation and consultation concerning financial accounting and reporting standards. |
Audit fees consist of fees billed for professional services provided in connection with the audit of the Company’s financial statements and reviews of our quarterly financial statements.
| (3) | Tax fees consist of the aggregate fees billed for professional services for tax compliance, tax advice, and tax planning. These services include preparation of federal income tax returns. |
(2)
Audit-related fees consist of assurance and related services that include, but are not limited to, internal control reviews, attest services not required by statute or regulation and consultation concerning financial accounting and reporting standards.
(3)
Tax fees consist of the aggregate fees billed for professional services for tax compliance, tax advice, and tax planning. These services include preparation of federal income tax returns.
(4)
All other fees consist of fees billed for products and services other than the services reported above.
Our Audit Committee reviewed the audit and tax services rendered by DeCoria Maichel & TeagueAssure CPA LLC and concluded that such services were compatible with maintaining the auditors’ independence. All audit, non-audit, tax services, and other services performed by our independent accountants are pre-approved by our Audit Committee to assure that such services do not impair the auditors’ independence from us.independence. We do not use DeCoria Maichel & TeagueAssure CPA LLC for financial information system design and implementation. These services, which include designing or implementing a system that aggregates source data underlying the financial statements or generates information that is significant to our financial statements, are provided internally. We do not engage DeCoria Maichel & TeagueAssure CPA LLC to provide compliance outsourcing services.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL 2
PROPOSAL 3:Say on Pay
The Company is providing its shareholders with the opportunity to cast an advisory vote on executive compensation (a “say-on-pay-proposal”) as described below. Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended, stockholders are entitled to an advisory (non-binding) vote on compensation programs for our named executive officers (sometimes referred to as “say on pay”). In accordance, we are asking stockholders to approve, on an advisory basis, the compensation of the Company’s listed officers disclosed in the “Compensation Discussion and Analysis,” and Executive Compensation Summary Compensation Table and the related compensation tables, notes, and narrative in this Proxy Statement for our 2015 Annual Stockholders’ Meeting. The Company believes that it is appropriate to seek the views of shareholders on the design and effectiveness of the Company’s executive compensation program. Therefore, in accordance with that policy and pursuant to Section 14A of the Securities Exchange Act of 1934, as amended, we are asking stockholders to approve, on an advisory basis, the compensation of the Company’s listed officers disclosed in “Compensation Discussion and Analysis,” the Summary Compensation table and the related compensation tables, notes, and narrative in this proxy statement for our 2015 Annual Stockholders’ Meeting.
As described below in the “Compensation Discussion and Analysis” section of this proxy statement, our compensation program and stock option plan are designed to support its business goals and promote short- and long-term profitable growth of the Company and align compensation with the long-term interests of our stockholders.
We urge stockholders to read the “Compensation Discussion and Analysis” section of this proxy statement, which describes in more detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the Summary Compensation table and other related compensation tables and narratives, which provide detailed information on the compensation of our listed officers. The Board believes that the policies and procedures articulated in “Compensation Discussion and Analysis” are effective in achieving our goals and that the compensation of our listed officers reported in this proxy statement has supported and contributed to the company’s recent and long-term success.
Approval of this proposal requires the affirmative vote of a majority of the shares present at the meeting, in person or represented by proxy, and entitled to vote. Because the vote is advisory, it will not be binding upon the Board and the Board will not be required to take any action as a result of the outcome of the vote on this proposal. The Board will carefully assess the voting results, and if those results reflect any broadly held issues or concerns, we will consult directly with stockholders to better understand their views.
PROPOSAL 4:OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors is not aware of any matters that will be presented for action at the Annual Meeting other than those described above. Should other business properly be brought before the Annual Meeting, it is intended that the accompanying Proxy will be voted thereon in the discretion of the persons named as proxies.
Additional Corporation Information
Members of Board of Directors Continuing In Office
CLASS II - Three Year Term Expiring 2016
John L. Schooley: Mr. Schooley is a Director of the Corporation. Mr. Schooley was the former owner and President of Remtron, Inc. in San Diego, California. Remtron, Inc. manufactures advanced radio control and telemetry systems for the industrial marketplace. Mr. Schooley does not serve as director of any other company that is registered under the Securities Exchange Act.
| |
Age:
| 75
|
Shares Beneficially Owned:
| 135,000
|
Percent of Class:
| 2.6
|
A Director Since:
| 1993
|
Shares beneficially owned do not include 75,000 shares subject to options granted 2-10-12, 2-13-13 and 2-27-14.
CLASS III - Three Year Term Expiring 20172023
T.L. Kirchner: Mr. Kirchner is founder, President and a Director of the Corporation. During the last five years Mr. Kirchner devoted 100% of his time to the management of the Corporation. His primary duties are to oversee the management and marketing functions of the Corporation. Mr. Kirchner does not serve as a director for any other company registered under the Securities Exchange Act.
| |
Age:
| 66
|
Shares Beneficially Owned:
| 403,488
|
Percent of Class:
| 7.8
|
A Director Since:
| 1985
|
Shares beneficially owned do not include 75,000 shares subject to options granted 2-10-12, 2-13-13 and 2-27-14.
VernVERN D. Kornelsen:KORNELSEN: Mr. Kornelsen is the General Partner of EDCO Partners LLLP3LLLP. Mr. Kornelsen formerly practiced as a certified public accountant in Denver, COColorado for many years and is a financial consultant to several early stageearly-stage companies. He was a director of Valleylab for 10 years and led an investor group that provided a portion of its initial funding. Mr. Kornelsen has been a director and participated in the capitalizing of a number of early stage companies, and is currently a director and audit-committee member of a publicly-held company, Encision Inc. of Boulder, CO.Colorado. He is also the Chairman, Secretary, Director, and CFO of Lifeloc Technologies, Inc., a publicly-heldpublicly held company located in Wheat Ridge, CO.Colorado. Mr. Kornelsen currently serves as the Company’s Secretary.
| Age: | 89 | |
| Shares Beneficially Owned: | 1,797,700 | |
| Percent of Class: | 36.3 | |
| A Director Since: | 2014 | |
DANIEL M. TOLLEY: Mr. Tolley has been employed by the company for nineteen years, during that time he has been promoted to positions of increasing responsibility and is currently the Director of Business Development. Mr. Tolley is a 1992 graduate with a BA from Western Washington University. Mr. Tolley was appointed to the Board during a meeting held on March 23, 2022 and is completing Tom L. Kirchner’s term.Mr. Tolley does not serve as a director for any other company registered under the Securities Exchange Act.
| Age: | 53 | |
| Shares Beneficially Owned: | 30,000 | |
| Percent of Class: | 0.6 | |
| A Director Since: | 2021 | |
CLASS I - Three Year Term Expiring 2024
THOMAS J. SCHAEFER: Mr. Schaefer was elected as a director at the June 1, 2018 annual meeting. Mr. Schaefer is Vice President of Online Development Inc. a division of Softing AG based in Munich, Germany. He is responsible for business development activities and the integration of new business acquisitions. Prior to his current position Tom was President of Phoenix Digital Corporation a privately held company based in Scottsdale, AZ that provides redundant mission critical networking technology for industrial automation systems. Mr. Schaefer also spent 30 years at Rockwell Automation. His last assignment, at Rockwell, was the Global Industry Manager for Rockwell’s Water Industry focus. During Mr. Schaefer’s tenure at Rockwell he held various positions that included P&L responsibility for the Service business unit, Sales and Marketing for Software/MES, and Sales and Application responsibility for the Drive Systems/Power Products group Mr. Schaefer is a 1982 graduate with a BSEE from the Milwaukee School of Engineering.
| Age: | 62 | |
| Shares Beneficially Owned: | — | |
| Percent of Class: | — | |
| A Director Since: | 2018 | |
DONALD E. SIECKE. Mr. Siecke was elected as a director at the June 1, 2018 annual meeting. Mr. Siecke practiced as a certified public accountant in the state of Colorado from 1963 to 1976. He has been president of Kelmore Development Corp., a real estate development company since 1981, and serves as a director of Redstone Bank, a Colorado bank of which he was a co-founding director. He is a director and audit committee chairperson of Lifeloc Technologies, Inc, a publicly held company and of several privately held companies, metropolitan districts, and charitable organizations. He received a BS degree in business administration from the University of Denver in 1961, having majored in accounting. In determining Mr. Siecke's qualifications to serve on our board of directors, the board considered, among other things, his experience and expertise in finance, accounting and management.
| Age: | 82 | |
| Shares Beneficially Owned: | (1) | |
| Percent of Class: | — | |
| A Director Since: | 2018 | |
| |
Age:
(1) | 82
|
Shares Beneficially Owned:
| 1,232,133
|
PercentMr. Siecke does not own any shares directly. However, EDCO Partners LLLP, of Class:
| 23.9
|
A Director Since:
| 2014
which Mr. Siecke is a limited partner, holds 498,916 shares on his behalf. Mr. Siecke has neither investment power nor voting power with respect to the shares held by EDCO Partners LLLP Security Ownership of Certain Beneficial Owners and Management |
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of December 31, 2014,April 11, 2022, the amount and percentage of the Common Stock of the Company, which according to information supplied byto the Company, is beneficially owned by eacheach person who, to the best knowledge of the Company, is the beneficial owner (as defined below) of more than five (5%) of the outstanding common stock.
| | | |
Title of Class | Name & Address Of Beneficial Owner (1) | Amount & Nature of Beneficial Ownership | Percent of Class |
Common | EDCO Partners LLLP 4605 Denice Drive Englewood CO 80111 | 1,232,133 | 23.9% |
Common | T.L. Kirchner 415 N. Quay St. Kennewick WA 99336 | 403,488 (2)(3) | 7.8% |
Common | Zeff Capital, LP 1601 Broadway, 12th Floor New York NY 10019 | 373,829 | 7.2% |
Common | Theodore Dienard & Jennifer Quasha-Dienard 1345 Avenue of the Americas New York NY 10105 | 288,384 | 5.6% |
| Title of Class | | | Name & Address
Of
Beneficial Owner (1) | | Amount & Nature of
Beneficial Ownership | | | Percent of Class | |
| | Common | | | Vern D. Kornelsen, General Partner
EDCO Partners LLLP
4605 S Denice Drive
Englewood CO 80111 (2) | | 1,797,700 | | | 36.3% | |
| (1) | Under Rule 13d-3, issued by the Securities and Exchange Commission, a person is, in general, deemed to "Beneficially own" any shares if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares (a) voting power, which includes the power to vote or to direct the voting of those shares and/or (b) investment power, which includes the power to dispose, or to direct the disposition of those securities. The foregoing table gives effect to shares deemed beneficially owned under Rule 13d-3 based on the information supplied to the Company. To the knowledge of the Company, the persons named in the table have sole voting power and investment power with respect to all shares of Common Stock beneficially owned by them. |
| (2) | Vern D. Kornelsen and Donald S. Siecke have interests in EDCO Partners LLLP. Mr. Kornelsen serves as the General Partner. |
(1)
Under Rule 13d-3, issued by the Securities and Exchange Commission, a person is, in general, deemed to "Beneficially own" any shares if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares (a) voting power, which includes the power to vote or to direct the voting of those shares and/or (b) investment power, which included the power to dispose, or to direct the disposition of those securities. The foregoing table gives effect to shares deemed beneficially owned under Rule 13d-3 based on the information supplied to the Company. To the knowledge of the Company, the persons named in the table have sole voting power and investment power with respect to all shares of Common Stock beneficially owned by them.
(2)
The beneficial owner listed above has stock options to acquire 75,000 shares of Electronic Systems Technology, Inc. Common Stock: Options for 25,000 shares, granted February 10, 2012 and options for 25,000 shares, granted February 14, 2013, for 25,000 shares granted February 27, 2014.
(3)
Does not include options granted. See note (2) above.
Outstanding Equity Awards at Fiscal Year-End
The following table summarizes options outstanding to our officers and directors as of December 31, 2014:2021:
Outstanding Equity Awards as of December 31, 2014April 15, 2022
| | | | | |
Name
| Number of Securities Underlying Unexercised Options (#) Exercisable
| Number of Securities Underlying Unexercised
Options (#) Unexercisable
| Equity Incentive Plan Awards: Number of Securities Underlying
Unexercised Unearned Options (#)
| Option Exercise Price
(US$)
| Option Expiration Date
|
T.L. Kirchner
President and Director
| 25,000
25.000
25.000
| | Name | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | | Option Exercise Price
(US$) | | | Option Expiration Date | Michael W. Eller
President, Principal Executive Officer, Principal Accounting Officer | | 40,000 | | | | | | | -0- | | | $0.40 | | | 3/13/25 | Daniel M. Tolley Director of Business Development | | 30,000 | | | | | | | -0- | | | $0.40 | | | 3/13/25 |
| -0-
| $0.37
$0.44
$0.45
| 02/09/2015
02/14/2016
02/27/2017
|
Michael Eller
Principal Accounting Officer
| -0-
-0-
-0-
| | -0-
-0-
-0-
| $0.37
$0.44
$0.45
| N/A
N/A
N/A
|
Melvin Brown
Director
| 25,000
25,000
25,000
| | -0
| $0.37
$0.44
$0.45
| 02/09/2015
02/14/2016
02/27/2017
|
Robert Southworth
Director
| 25,000
25,000
25,000
| | -0-
| $0.37
$0.44
$0.45
| 02/09/2015
02/14/2016
02/27/2017
|
John L. Schooley
Director
| 25,000
25,000
25,000
| | -0-
| $0.37
$0.44
$0.45
| 02/09/2015
02/14/2016
02/27/2017
|
Stock options must be exercised within 9030 days after termination of employment/board membership. During 2014, 260,000 options expired, 175,000 shares were granted and no shares under option were exercised. At December 31, 2014 there were 440,000 options outstanding and exercisable.
Family Relationships
Melvin H. Brown is the father of Michael S. Brown, a former member of the Board of Directors. Outside of this family relationship, there are no family relationships, whether by blood, marriage, or adoption, between any of the Directors or Executive Officers of the Corporation.
Indebtedness of Management:
No Director or executive officer or nominee for Director, or any member of the immediate family of such has been indebted to the Corporation during the past year.
Related Party Transactions
For the years ended December 31, 2014 and 2013, services in the amount of $65,922 and $116,662 respectively, were contracted with a manufacturing process company, Manufacturing Services, Inc. The past president of Manufacturing Services, Inc., is a member of the Board of Directors of Electronic Systems Technology, Inc.
Certain Business Relationships
There have been no unusual business relationships during the last fiscal year of the Registrant between the Registrant and affiliates as described in Item 404 (b) (1-6) of the Regulation S-K.
Directors’ Stock Purchases
EDCO Partners LLLP, whose general partner is Vern Kornelsen, purchased 767,400 shares of our common stock from May 28, 2014 to June 2, 2014, and an additional 43,810 shares on November 24, 2014 for a total of 811,210 shares. As of April 15, 2015 EDCO Partners LLLP had purchased an additional 113,167 shares in 2015. The total number of shares owned as of April 15, 2015 is 1,345,300.None
Indemnification.
The Corporation’s By-LawsBylaws address indemnification of Directors and Officers. Washington Law provides that Washington corporations may include within their Articles of Incorporation provisions eliminating or limiting the personal liability of their Directors and Officers in Shareholder actions brought to obtain damages for alleged breaches of fiduciary duties, as long as the alleged acts or omissions did not involve intentional misconduct, fraud, a knowing violation of law or payment of dividends in violation of the Washington statutes. Washington law also allows Washington corporations to include in their Articles of Incorporation or Bylaws provisions to the effect that expenses of Officers and Directors incurred in defending a civil or criminal action must be paid by the Corporation as they are incurred, subject to an undertaking on behalf of the Officer or Director that he or she will repay such expenses if it is ultimately determined by a court of competent jurisdiction that such Officer or Director is not entitled to be indemnified by the Corporation because such Officer or Director did not act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Corporation. The Corporation’s Articles of Incorporation provide that a Director or Officer is not personally liable to the Corporation or its Shareholders for damages for any breach of fiduciary duty as a Director or Officer, except for liability for (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (ii) the payment of distribution in violation of Washington Business Corporation Act.
Security Ownership of Management
The following table summarizes beneficial ownership of common stock by our officers and directors as of December 31, 2014:April 11, 2022:
| | | |
Name & Address of Beneficial Owner (1) | Title of Class | Amount & Nature of Beneficial Ownership (2) | Percent of Class |
T.L. Kirchner (Officer & Director)/ | Common | 403,488 (2) | 7.8% |
Melvin H. Brown (Director) | Common | 76,500 (2) | 1.5% |
John Schooley (Director) | Common | 135,000 (2) | 2.6% |
Vern Kornelsen (Director) | Common | 1,232,133 | 23.9% |
Robert Southworth (Director) | Common | -0- | -0- |
Michael W. Eller (Officer) | Common | -0- | -0- |
All Officers and Directors as a group | Common | 1,847,121 | 35.8% |
Name & Address of Beneficial Owner (1) | | Title of
Class | | | Amount & Nature of
Beneficial Ownership | | | Percent of
Class | |
| Vern D. Kornelsen (Director) | | | Common | | | | 1,797,700 (2) | | | | 36.3% | |
| Thomas J. Schaefer (Director) | | | Common | | | | -0- | | | | -0- | |
| Don E. Siecke (Director) | | | Common | | | | (2) | | | | (2) | |
| Daniel M. Tolley (Director) (3) | | | Common | | | | 30,000 | | | | 0.6% | |
| Michael W. Eller (Officer) (3) | | | Common | | | | 40,000 | | | | 0.8% | |
| All Officers and Directors as a group | | | Common | | | | 1,837,700 | | | | 37.8% | |
| (1) | The principal address of each of the individuals listed above is c/o Electronic Systems Technology, Inc., 415 N. Roosevelt St. STE B1, Kennewick WA 99336. |
| (2) | Vern D. Kornelsen and Donald S. Siecke have interests in EDCO Partners LLLP. Mr. Kornelsen serves as the General Partner, and Mr. Siecke is a limited partner. EDCO Partners, LLLP owns 1,797,700 shares of the Company. |
| (3) | Mr. Eller and Mr. Tolley were awarded a stock option grant of 40,000 and 30,000 shares respectively on March 13, 2020. |
(1)
The principal address of each of the individuals listed above is c/o Electronic Systems Technology, Inc., 415 N. Quay St., Kennewick WA 99336.
(2)
Does not include stock options.
COMPENSATION DISCUSSION AND ANALYSIS/ EXECUTIVE COMPENSATION
The following discussion reflects compensation paid to Named Executive Officers (“NEOs”) during our fiscal year 2014,2019, Please see the Summary Compensation Table and the footnotes therein, below.
General Philosophy and Objectives
In general, our objectives in structuring compensation programs for our NEOs is to attract, retain, incentivize, and reward talented executives who can contribute to our growth and success and thereby build value for our shareholders over the long term. In the past, we have focused on cash compensation in the form of base salary as the primary element of our compensation program for NEOs.
As in past years, we do not have any executive compensation policies in place, and our Board of Directors is responsible for annually evaluating individual executive performance. Our Board of Directors reviews and approves all of our executive compensation packages and determineddetermines the appropriate level of each compensation component for each NEO based upon available compensation data. The Board of Directors also relies on its members’ business judgment and collective experience. Although it did not benchmark our executive compensation program and practices, the Board of Directors believes that our executive compensation levels have historically been at or below compensation levels for comparable executives in other companies of similar size and stage of development in similar industries and locations.
Say-on-Pay Vote
SEC rules require ELST to disclose whether and, if so, how it considered the results of the most recent Say-on-Pay vote in determining compensation policies and decisions and how that consideration has affected its executive compensation decisions and policies.
Responsive to the foregoing requirement, the Board of Directors considered the fact that over 63.23% of the votes represented at the 2013 Annual Meeting that could be cast, were cast FOR the Say-on-Pay proposal at the 2013 Annual Meeting with respect to 2013 named executive officer compensation, as disclosed in the 2013 proxy statement. Because of the substantial support from shareholders, the Board of Directors did not make any changes to ours executive compensation decisions and policies as a result of the Say-on-Pay vote in 2013. The Board of Directors will continue to consider the results of the annual Say-on-Pay votes in their future compensation policies and decisions.
Elements of Our Compensation Program
The three primary components of our executive compensation program are: (i) base salary, (ii) incentive compensation in the form of cash bonuses, and (iii) equity compensation.
Base salary is determined by the Board of Directors for the CEO and by the CEO for the other named Executive Officer.Secretary. Cash bonuses are based on profitability of the companyCompany at year end. Bonuses are not paid if net income before taxes is less than $100,000. Equity compensation is awarded by the Board of Directors.
Except as disclosed above, no other compensation in the form of stock grants, options or bonuses were given to the above Officers and Directors during the year ending December 31, 2014.2021.
The Company does not have a written employment agreementsagreement with Messrs. KirchnerMr. Eller or Eller.Mr. Tolley.
Compensation Risk Assessment
As required by rules adopted by the SEC, Management has made an assessment of the Company’s compensation policies and practices with respect to all employees to determine whether risks arising from those policies and practices are reasonably likely to have a material adverse effect on the Company. In doing so, Management considered various features and elements of the compensation policies and practices that discourage excessive or unnecessary risk taking. As a result of the assessment, the Company has determined that its compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.
Compensation and Assessment
The Board determines the compensation for the Company’s directors and officers, based on industry standards and the Company’s financial situation. Other than stock options granted to directors from time to time and reasonable expenses. The Board of Directors voted for remuneration of $300$375 per quarter to be paid in arears for their acting in such capacity, effective JanuaryApril 1, 2015.2018. The Board assesses, on an annual basis, the contribution of the Board as a whole and each individual Director, in order to determine whether each is functioning effectively. If prudent, changesThere are made.no unexercised options held by any of our outside directors. Option grants to our directors are at the discretion of the board of directors. Business travel and other business expenses supported by appropriate receipts are reimbursed. All such amounts are minor, and do not include any compensation element.
Summary Compensation Table
Compensation to outside Directors is limited to reimbursement of out-of-pocket expenses that are incurred in connection with the directors’ duties associated with the Corporation's business. Directors with no less than three years continuous tenure are eligible for stock option awards, as governed by the Corporation’s stock option plan. There is currently no other compensation arrangements for the Corporation’s directors. (See “Security Ownership of Certain Beneficial Owners and Management” for Stock Options granted in previous years.) The information specified concerning items of DirectorDirector’s Compensation for the fiscal year ended December 31, 20142021 is provided in the following Director Compensation Table:
| | | | | | | |
Director Compensation |
Name
(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation ($) | All Other Compensation ($)(3) | Total
($) |
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) |
Melvin Brown | $0 | $0 | $321 | $0 | $0 | $0 | $321 |
Michael Brown | $0 | $0 | $321 | $0 | $0 | $0 | $321 |
John Schooley | $0 | $0 | $321 | $0 | $0 | $2,211 | 2,532 |
Robert Southworth | $0 | $0 | $321 | $0 | $0 | $352 | $673 |
Vern Kornelsen | $0 | $0 | $0 | $0 | $0 | $632 | $632 |
DIRECTOR COMPENSATION |
Name
(1) | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($) | | | Option Awards ($) | | | Non-Equity Incentive Plan Compensation ($) | | | Nonqualified Deferred Compensation ($) | | | All Other Compensation ($) | | | Total ($) | |
| T.L. Kirchner | | $1,500 | | | $0 | | | $0 | | | $0 | | | $0 | | | $0 | | | $1,500 | |
| Vern D. Kornelsen | | $1,500 | | | $0 | | | $0 | | | $0 | | | $0 | | | $0 | | | $1,500 | |
| Thomas J. Schaefer | | $1,500 | | | $0 | | | $0 | | | $0 | | | $0 | | | $0 | | | $1,500 | |
| Donald E. Siecke | | $1,500 | | | $0 | | | $0 | | | $0 | | | $0 | | | $0 | | | $1,500 | |
| Michael W. Eller | | $0 | | | $0 | | | $0 | | | $0 | | | $0 | | | $0 | | | $0 | |
| (1) | Compensation information for Michael Eller, President and Principal Accounting Officer is contained in the Executive Compensation Summary Compensation Table. |
(1)
Compensation information for T. L. Kirchner, President
On March 13, 2020, the Board of Directors canceled all 120,000 outstanding stock options that were granted on August 7, 2017 and CEO,were due to expire on August 6, 2020. In addition, the Board of Directors granted 180,000 options to employees. The new options have an exercise price of $0.40, a term of 5 years, and Michael Eller, Vice Presidentvested immediately. On September 1, 2021 the Board of Directors granted 60,000 options to employees. The new options have an exercise price of $0.40, a term of 5 years, and Principal Accounting Officer is contained in the Executive Compensation Summary Compensation Table.
(2)
Amount represents the dollar amount recognized for financial statement reporting purposes in accordance with ASC 718. Assumptions made in the valuation of stock option awards are disclosed in Note 7 of the Notes to the Consolidated Financial Statements in the 2014 Form 10-K.
(3)
Amounts represent reimbursement of out-of-pocket expenses related to directors’ duties associated with the Corporation's business (i.e. travel expenses for attending Corporation Director’s Meetings).
There are no compensatory plans or arrangements for compensation of any Director in the event of his termination of office, resignation or retirement.
No grants of Stock Appreciation Rights were given during the fiscal years ended December 31, 2014 or December 31, 2013, respectively.vested immediately There are no compensatory plans or arrangements for compensation of any Director in the event of their termination of office, resignation or retirement.
The Corporation currently does not hold any Employment Contracts or Change of Control Arrangements with any parties.
The Company currently does not hold any Employment Contracts or Change of Control Arrangements with any parties.
Option Exercises.
During our fiscal year ended December 31, 2014,2021, there were no options exercised by our NEO’s or Directors.
We do not currently have a Long-Term Incentive Plan (“LTIP”).
Summary of Executive Employment Agreements
There are no executive employment agreements with any officer.Officer.
Remuneration of Executive Officers
Named Executive Officers (“NEOs”)
The following table sets forth the names and ages of all executive officersOfficers of the Corporation as of December 31, 2014;2021; all positions by such persons; term of office and the period during which he has served as such; and any arrangement or understanding between him and any other person(s) pursuant to which he was elected as an officer:Officer:
| | | | |
Name of Officer | Age
| Position
Age | | | Position | | Term of Office | | Period of Service | |
T. L. Kirchner
| 66
| President/CEO
| At Will
| 02/10/84- Present
|
Michael W. Eller | 54
| Vice
| 61 | | | President/Principal Accounting Officer CFO/Treasurer | | At Will | | | 9/7/12- 12- Present | |
Information concerning the compensation of the Corporation’s principalPrincipal Executive Officer and Principal Financial Officer, as well as any other compensated employees of the Corporation whose total compensation exceeded $100,000 during 20142021 and 20132020 is provided in the following Summary Compensation Table:
| SUMMARY COMPENSATION TABLE |
Name and Principal Position | | | Year | | | | Salary
($) | | | | Bonus ($) (1) | | | | Stock Awards ($) | | | | Option Awards ($) (2) | | | | Non-Equity Incentive Plan Compensation ($) | | | | Change in Pension Value and Non- qualified Deferred Compensation Earnings ($) | | | | All Other Compen- sation
($) (3) | | | | Total ($) | |
| Michael W. Eller President | | | 2021 | | | | $123,500 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | $27,003 | | | | $150,503 | |
| CEO/Principal Accounting Officer | | | 2020 | | | | $121,700 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | $24,200 | | | $ | $145,900 | |
| (1) | Includes amounts paid under the Non-qualified Employee Profit Sharing Bonus. |
| (2) | Amount represents the dollar amount recognized for financial statement reporting purposes in accordance with ASC 718. Assumptions made in the valuation of stock option awards are disclosed in Note 7 of the Notes to the Consolidated Financial Statements in the 2021 Form 10-K. |
| (3) | All Other Compensation consists of premiums paid for Severance Pay, Group Health Insurance, Accrued Vacation Pay and Corporation paid 401(k) matching amounts. |
| (4) | We have not paid any automobile allowances, although business mileage, business travel and other business expenses supported by appropriate receipts have been reimbursed. All such amounts are minor and do not include any compensation element. |
| | | | | | | | | | |
Summary Compensation Table |
|
Name and Principal Position
(a) | Year
(b) | Salary
($)
(c) | Bonus ($)(1)
(d) | Stock Awards ($)
(e) | Option Awards ($)(2)
(f) | Non-Equity Incentive Plan Compensation ($)
(g) | Change in Pension Value and Non- qualified Deferred Compensation Earnings($) (h) | All Other Compen-sation
($)(3)
(i) | Total ($)
(j) |
T.L. Kirchner, President/
CEO | 2014 | $160,586 | $3,661 | - | $321 | - | - | $23,242 | $187,810 |
2013 | $160,000 | - | - | $145 | - | - | $26,342 | $186,587 |
Michael W. Eller, Vice President/Principal Accounting Officer/Secretary | 2014 | $85,002 | $1,602 | - | N/A | - | - | $13,915 | $100,519 |
2013 | $70,000 | - | - | N/A | - | - | $12,707 | $82,707 |
(1)
Includes amounts paid under the Non-qualified Employee Profit Sharing Bonus. Bonus calculated for 2013 results paid during 2014.
(2)
Amount represents the dollar amount recognized for financial statement reporting purposes in accordance with ASC 718. Assumptions made in the valuation of stock option awards are disclosed in Note 7 of the Notes to the Consolidated Financial Statements in the 2014 Form 10-K.
(3)
All Other Compensation consists of premiums paid for Group Health Insurance, Key Man Insurance, Accrued
Vacation Pay and Corporation paid 401(k) matching amounts.
Outstanding Equity Awards at Fiscal Year-End
On February 2, 2014,August 7, 2015, our Board of Directors authorized the grant of optionsadopted a resolution to acquire 175,000establish a stock option plan to issue 250,000 shares of common stock for our officers, directors, and employees.Common Stock, which was approved by a shareholder vote on June 3, 2016.
The information specified concerning the stock options of the named Executive Officers during the fiscal year ended December 31, 20142021 is provided in the following Option/SAR Grants in the Last Fiscal Year Table:
| OPTION/SAR GRANTS IN LAST FISCAL YEAR | OPTION/SAR GRANTS IN LAST FISCAL YEAR | OPTION/SAR GRANTS IN LAST FISCAL YEAR |
Individual Grants (5) | Individual Grants (5) | Individual Grants (5) |
(a) | (b) | (c) | (d) | (e) | | | (b) | | | | (c) | | | | (d) | | | (e) |
Name | Number of Securities Underlying Options/SARs Granted # | % of Total Options/SARs Granted to Employees in Fiscal Year |
Exercise or base price ($/Share) |
Expiration Date | | | Number of Securities Underlying Options/SARs Granted # (4) | | | | % of Total Options/SARs Granted to Employees in Fiscal Year | | | | Exercise or base price ($/Share) | | | Expiration Date |
T.L. Kirchner | 25,000 | 14.3% | 0.41 | 2/27/2017 | |
| Michael W. Eller | | | | 40,000 | | | | 0% | | | | $0.40 | | | 3/13/2025 |
| (5) | This table does not include Stock Options granted previously. |
(5)
This table does not include Stock Options granted previously.
The informationInformation specified concerning the stock options of the Named Executive Officers during the fiscal year ended December 31, 20142021 is provided in the following Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Options/SAR Values Table:
| OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END |
Option Awards | Option Awards | Stock Awards | Option Awards | | Stock Awards | |
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercised Price ($) | 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 ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | | | Option Exercised Price ($) | | | Option Expiration Date | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($) | | | | 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 ($) | |
(a) | | | (b) | | | | (c) | | | | (d) | | | | (e) | | | (f) | | (g) | | | (h) | | | | (i) | | | | (j) | |
T.L. Kirchner, President/CEO | 25,000 | 0 | 0 | $0.41 | 2/27/17 | 0 | 0 | 0 | |
25,000 | 0 | 0 | $0.31 | 2/14/16 | 0 | 0 | 0 | |
25,000 | 0 | 0 | $0.44 | 2/09/15 | 0 | 0 | 0 | |
M. Eller
President/CEO/Principal Accounting Officer | | | | 40,000 | | | | 0 | | | | 0 | | | | $0.40 | | | 3/13/2025 | | 0 | | | 0 | | | | 0 | | | | 0 | |
The Company does not currently have a Long-Term Incentive Plan (“LTIP”).
The Corporation currently does not hold any Employment Contracts or Change of Control Arrangements with any parties.
Potential Payments upon Termination and Change in Control
None
Payments Made Upon Any Termination
None
Payments Made Upon Involuntary Termination Without Cause
None
Payments Made Upon a Change in Control
None
Payments Made Upon Death or Permanent Disability
None
Other Retirement or Disability Payments
None
Perquisites and Other Personal Benefits
The Company does not believe that the aggregate value of any perquisites for any NEO exceeds $10,000$0 per year.
Role of Executive Officers in Compensation Decisions
None. The Board of Directors evaluates the Executive Officers’ compensation annually. Salaries are set to promote continued service.
Policy on Deductibility of Compensation
None
Accounting for Stock-Based Compensation
The Company accounts for stock-based payments, including its stock option plans in accordance with the requirements of Accounting Standards Codification Topic 718, Compensation-Stock Compensation.
CORPORATE GOVERNANCE
Board Meetings
During the fiscal year ended December 31, 20142021 the Board of Directors held three meetings on February 27, 2014, June 6, 2014 and December 19, 2014.two meetings. The Audit Committee met on one occasionfour occasions in 2014.2021. All Directors attended the meetings either physically or via teleconference.
Committees
There are twois one continuing committeescommittee of the Board of Directors, namely, an Audit Committee and Employee/Director Stock Option Committee. There is no Compensation, Nominating or other committees.committee.
Audit Committee
The Board has established an Audit Committee. The Audit Committee of the Board of Directors as of December 31, 20142021 is comprised of Robert SouthworthDon Siecke (Chairman), Melvin Brown, and John Schooley.Thomas Schafer. It operates under a written charter adopted by the Board, a copy of which is included in the proxy statement as Appendix I. Melvin Brown is considered to be non-independent members of theThe Audit Committee however their servingmet on the Audit Committee was deemed by the Board to befour occasions in the best interest of the Corporation due to their experience and familiarity with the Corporation.2021. The Board of Directors has determined that none of the Audit Committee members can be classified asMr. Siecke is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K promulgated by the Securities Exchange Act.SEC. The BoardBoard’s conclusions regarding the qualifications of Directors does not contain a member that can be classifiedMr. Siecke as an “auditaudit committee financial expert” under the referenced definition. The Board of Directors believes that attractingexpert were based on his experience as a certified public accountant and retaining at least one audit committee member that could be classified as an “audit committee financial expert” is unlikely due to the high cost of such Director candidates.his degree in accounting.
The Audit Committee’s report for the Financial Statements for the year ended December 31, 20142021 is attached to this proxy statement as Appendix II. The Sarbanes-Oxley Act of 2002 added a number of provisions to Federal law to strengthen the authority of, and increase the responsibility of, corporate audit committees. In accordance with the Sarbanes-Oxley Act, the Audit Committee has ultimate authority and responsibility to select, compensate, evaluate and, when appropriate, replace the Corporation’s independent auditors. The Audit Committee members are not professional accountants or auditors and their functions are not intended to duplicate or to certify the activities of Management and the independent auditors, nor can the Audit Committee certify that the independent auditors are “independent” under applicable rules. The Audit Committee serves as a board-level oversight, in which it provides advice, counsel and direction to Management and the auditors on the basis of the information it receives, discussion with Management and the auditors, and the experience of the Audit Committee’s members in business and financial matters.
Employee/Director Stock Option Committee
On February 10, 2012, theThe Board of Directors established an Employee/Directorcomprises the Stock Option Committee comprised of T. L. Kirchner. The Committee existed for the sole purpose of recommending recipients and amounts of stock options awarded during 2014.Committee. There is no charter for the Employee/Director Stock Option Committee.
Compensation Committee Interlocks and Insider Participation
The following Director and Executive Officer served as a memberBoard of Directors comprises the Employee/Director Stock Option Committee during some or all of fiscal year 2014: Tom Kirchner. Compensation Committee. There is no charter for the Compensation Committee.
Related Person Transactions Policy and Procedures
As set forth in the written charter of the Audit Committee, any related person transaction involving a Company Director or Executive Officer must be reviewed and approved by the Audit Committee. Any member of the Audit Committee who is a related person with respect to a transaction under review may not participate in the deliberations or vote on the approval or ratification of the transaction. Related persons include any Director or Executive Officer, certain Shareholders and any of their “immediate family members” (as defined by SEC regulations). In addition, the Board of Directors determines on an annual basis which directors meet the definition of Independent Director under the Nasdaq Listing Rules and reviews any Director relationship that would potentially interfere with his or her exercise of independent judgment in carrying out the responsibilities of a director.
Code of Ethics
The Company has adopted a Code of Ethics, which applies toOn September 22, 2020, the business conduct of Directors, Officers, and Employees. On June 2, 2005, ourCompany’s Board of Directors adopted a codean updated Code of ethics that applies to all of our Employees, Officers and Directors, including those Officers responsible for financial reporting. OurEthics. This new Code of Ethics is available for viewingreplaces the previous code adopted by the Company on our website atwwwwww.esteem.com. A copy of the Code of Ethics may also be obtained without charge by written request to the Company’s Corporate Secretary. If we make any substantive amendments to our Code or grant any waiver, including any implicit waiver from a provision of the Code for our directors or executive officers, we will disclose the nature of such amendment or waiver in a report on Form 8-K. Our Code of Ethics is attachedJune 2, 2005 and filed as an exhibit to our report on Form 8-K as filed with the Securities and Exchange Commission on March 26, 2008. The new Code of Ethics was filed as an exhibit to our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 8, 2021.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act requires that the Corporation’s Directors, Executive Officers, and the holders of 10% or more of the Corporation’s common stock,Common Stock, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, Directors, and Shareholders holding more than 10% of the Corporation’s common stock are required by the Regulation to furnish the Corporation with copies of all Section 16(a) forms they have filed.
During the year ended December 31, 2014,2021, to the knowledge of Management, there was no Director, Officer, or Beneficial Owner of more than 10% of any class of equity securities of the registrant who failed to file on a timely basis the required disclosure form as required by Section 16(a) of the Securities and Exchange Act of 1934.
SHAREHOLDER PROPOSALS AND OTHER MATTERS
The Corporation's next annual meeting is scheduled for June 4, 2016.3, 2022. A Shareholder who desires to have a qualified proposal considered for inclusion in the Proxy Statement for that meeting must notify the Secretary of the terms and content of the proposal no later than, March 17, 2016.May 5, 2022. The Corporation's By-LawsBylaws outline the procedures including notice provisions, for Shareholder nomination of Directors and other Shareholder business to be brought before Shareholders at the Annual Meeting. At the time of submission of such proposal a Shareholder must have been ofa record or beneficial owner of at least 1% of the outstanding shares or $1,000 worth of stock in the Corporation, and have held such stock for at least one year and through the date on which the meeting is held. A copy of the pertinent By-LawBylaw provisions is available upon written request to Michael Eller, Vice President, Electronic Systems Technology, Inc., 415 North QuayRoosevelt Street, BuildingSTE B1, Kennewick, Washington 99336.
As of the date of this Proxy Statement, management has not been notified of any stockholder proposals intended to be raised at the Annual Meeting outside of the Company’s proxy solicitation process, nor does it know if any other matters which will be presented for consideration of the Annual Meeting. However, if any stockholder proposals or other business should come before the Annual Meeting, the persons named in the enclosed Proxy (or their substitutes will have discretionary authority to take such action as is in accordance with their best judgment.
FORM 10-K
Any Shareholder of record may obtain a copy of the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 20142020 (the "Form 10-K"), without cost, upon written request to the Secretary of the Corporation. The Form 10-K is not part of the proxy solicitation material for the Annual Meeting. Additionally, the Securities and Exchange Commission maintains a web site that contains reports and other information at the following address http://www.sec.gov, as well as links from the Company’s website at www.esteem.com. Our website does not utilize cookies to identify visitors.
| By Order of the Board of Directors |
| |
|  |
| Michael W. Eller
President |
By Order of the Board of Directors
/s/ T.L. Kirchner
T.L. Kirchner
President
APPENDIX I – AUDIT COMMITTEE CHARTER
ELECTRONIC SYSTEMS TECHNOLOGY INC.
AUDIT COMMITTEE CHARTER
The Board of Directors of Electronic Systems Technology, Inc. has established an audit committee with authority, responsibility and specific duties as described below.
Composition:
The Committee shall be comprised of not less than threetwo Directors, twoboth of which who are independent of both Management and Operating Executives.Management. A third, non-independent director, may serve on the Committee, if the Board of Directors deems the non-independent Director’s experience and expertise serves the best interest of the Committee. One of the members shall be appointed Committee chairperson by the Chairperson of the Board of Directors. Such appointment will be for a one-year term and will be ratified by the full board.
Authority:
The audit committee may be requested by the Board of Directors to investigate any activity of the company.Company. All employees are directed to cooperate as requested by members of the Committee. The Committee is empowered to retain persons having special competence as necessary to assist the Committee in fulfilling responsibility.
Responsibility:
The audit committee is to serve as a focal point for communication between non-committee Directors, the Independent Accountants, internal accounting department and Electronic Systems Technology’s Management, as their duties relate to financial accounting, reporting and controls. The Audit Committee is to assist the Board of Directors in fulfilling its fiduciary responsibilities as pertaining to accounting policies and reporting practices of Electronic Systems Technology and the sufficiency of auditing relative thereto. It is to be the Board of Directors’ principal agent in ensuring the independence of the corporation’s Independent Accountants, the integrity of Management and adequacy of disclosures to Shareholders. However, opportunity for the Independent Accountants to meet with the entire Board of Directors, as needed, shall not to be restricted.
Meetings:
The Audit Committee is to meet at least two timesone time per year, and as many times as is deemed necessary by the Committee.
Attendance:
Members of the audit committee should be present at all meetings, in person, or via alternative electronic methods, as the Board of Directors has approved. As needed, the Committee Chairperson may request that members of Management, the Manager of Finance and Administration and representative of the Independent Accountants be present at meetings of the Committee.
Minutes:
Minutes of each meeting are to be prepared and sent to Committee members and presented to Electronic Systems Technology’s Directors who are not members of the Committee. Copies are to be provided to the Principal Accounting Officer.
Specific Duties:
The Audit Committee is to:
| (1) | Inform the Independent Accountants and Management that the Independent Accountants and the Committee may communicate with each other at all times; and the Committee Chairperson may call a meeting whenever deemed necessary. |
| (2) | Review with Electronic Systems Technology’s Management, Independent Accountants and Manager of Finance and Administration, the company’s policies and procedures to reasonably ensure the adequacy of internal accounting and financial reporting controls. |
(1)
Inform the Independent Accountants and Management that the Independent Accountants and the Committee may communicate with each other at all times; and the Committee Chairperson may call a meeting whenever deemed necessary.
| (3) | Have familiarity through the individual efforts of its members, with the accounting and reporting principles and practices applied by Electronic Systems Technology in preparing its financial statements. Further, the Committee is to make or cause to be made, all necessary inquiries of Management and the Independent Accountants concerning established standards of corporate conduct and performance, and deviations therefrom. |
| (4) | Review the adequacy and scope of annual internal audit plans with the Principal Accounting Officer. |
| (5) | Review, prior to the Annual Audit, the scope and general extent of the Independent Accountant’s audit examinations including their engagement letter. The auditor’s fees are to be arranged with Management and annually summarized for committee review. The committee’s review should entail an understanding from the independent accountant of the factors considered by the accountant in determining the audit scope, including |
| · | Industry and business risk characteristics of the Company, |
| · | External reporting requirements, |
| · | Materiality of Electronic Systems Technology’s activities, |
| · | Quality of internal accounting controls, |
| · | Extent of involvement of the internal accounting department in the audit examination, |
| · | Other areas to be covered during the audit engagement., |
(2)
Review with Electronic Systems Technology’s Management, Independent Accountants and Manager of Finance and Administration, the company’s policies and procedures to reasonably ensure the adequacy of internal accounting and financial reporting controls.
(3)
Have familiarity through the individual efforts of its members, with the accounting and reporting principles and practices applied by Electronic Systems Technology in preparing its financial statements. Further, the Committee is to make or cause to be made, all necessary inquiries of Management and the Independent Accountants concerning established standards of corporate conduct and performance, and deviations there from.
(4)
Review the adequacy and scope of annual internal audit plans with the Principal Accounting Officer.
(5)
Review, prior to the Annual Audit, the scope and general extent of the Independent Accountant’s audit examinations including their engagement letter. The auditor’s fees are to be arranged with Management and annually summarized for committee review. The committee’s review should entail an understanding from the independent accountant of the factors considered by the accountant in determining the audit scope, including
·
Industry and business risk characteristics of the Company
·
External reporting requirements
·
Materiality of Electronic Systems Technology’s activities
·
Quality of internal accounting controls
·
Extent of involvement of the internal accounting department in the audit examination
·
Other areas to be covered during the audit engagement.
(6)
Review with Management the extent of non-audit services planned to be provided by the Independent Accountants, in relation to the objectivity needed in the audit.
| (7) | Review with Management and the Independent Accountants, upon completion of their audit, financial results for the year prior to their release to the public. This review is to encompass |
| · | Electronic Systems Technology’s financial statements and disclosures required by generally accepted accounting principles, |
| · | Significant transactions not a normal part of the Company’s operations, |
| · | Changes if any, during the year in the company’s accounting principles or their application, |
| · | Significant adjustment proposed by the Independent Accountants. |
(7)
| (8) | Evaluate the cooperation received by the Independent Accountants during their audit examination, including their access to all requested records, data and information. Also, to elicit the comments of Management regarding the responsiveness of the Independent Accountants to Electronic Systems Technology’s needs. To inquire of the Independent Accountants, whether there have been any disagreements with Management, which if not satisfactorily resolved would have caused them to issue a non-standard report on the Company’s financial statements. |
Review with Management and the Independent Accountants, upon completion of their audit, financial results for the year prior to their release to the public. This review is to encompass
| (9) | Discuss with the Independent Accountants the quality of the Company’s financial and accounting personnel, and any relevant recommendations, which the independent accountants may have regarding “material weaknesses” or reportable conditions. Topics to be considered during this discussion include improving internal financial controls, the selection of accounting principles and management reporting systems. Review written responses of Management to the letter of comments and recommendations from the Independent Accountants. |
·
| (10) | Discuss with Electronic Systems Technology Management the scope and quality of internal accounting and financial reporting controls in effect. |
Electronic Systems Technology’s financial statements and disclosures required by generally accepted accounting principles,
| (11) | Apprise the Board of Directors through minutes and special presentations as necessary, of significant developments in the course of performing the above duties. |
·
| (12) | Recommend to the Board of Directors any appropriate extensions or changes in the duties of the Committee. |
Significant transactions not a normal part of the Company’s operations,
| (13) | Recommend to the Board of Directors the retention or replacement of the Independent Accountants. |
·
Changes if any, during the year in the company’s accounting principles or their application,
·
Significant adjustment proposed by the Independent Accountant.
(8)
Evaluate the cooperation received by the Independent Accountants during their audit examination, including their access to all requested records, data and information. Also, to elicit the comments of Management regarding the responsiveness of the Independent Accountants to Electronic Systems Technology’s needs. To inquire of the Independent Accountants, whether there have been any disagreements with Management, which if not satisfactorily resolved would have caused them, issue a non-standard report on the Company’s financial statements.
(9)
Discuss with the Independent Accountants the quality of the Company’s financial and accounting personnel, and any relevant recommendations, which the independent accountants may have regarding “material weaknesses” or reportable conditions. Topics to be considered during this discussion include improving internal financial controls, the selection of accounting principles and management reporting systems. Review written responses of Management to the letter of comments and recommendations from the Independent Accountants.
(10)
Discuss with Electronic Systems Technology Management the scope and quality of internal accounting and financial reporting controls in effect.
(11)
Apprise the Board of Directors through minutes and special presentations as necessary, of significant developments in the course of performing the above duties.
(12)
Recommend to the Board of Directors any appropriate extensions or changes in the duties of the Committee.
(13)
Recommend to the Board of Directors the retention or replacement of the Independent Accountants.
APPENDIX II – AUDIT COMMITTEE REPORT
REPORT OF THE AUDIT COMMITTEEReport of the Audit Committee
February 19, 2015March 3, 2022
Board of Directors
Electronic Systems Technology, Inc. (“EST”)
The ultimate responsibility for good corporate governance rests with our Board, whose primary role is providing oversight, counseling, and direction to EST’s Management in the best long-term interests of the Company and its Shareholders.
The Audit Committee oversees Electronic Systems Technology, Inc.’s accounting and financial reporting processes, audits of EST’s annual financial statements and internal control over financial reporting.
As described more fully in its charter, the purpose of the Audit Committee is to assist the Board in its general oversight of EST’s financial reporting, internal controls, and audit functions. Management is responsible for the Company’s internal controls and the financial reporting process. The independent auditors are responsible for performing andan independent audit of the Company’s financial statements in accordance with auditing standards generally accepted in the United States and expressing an opinion on the conformity of those audited financial statements in accordance with accounting principles generally accepted in the United States. The Audit Committee’s responsibility is to monitor and oversee these processes. The Audit Committee also recommends to the Board of Directors the selection of the Company’s independent accountants.
The Audit Committee, with the assistance of the Company’s accounting department and Management, has fulfilled its objectives and responsibilities as specified by the Audit Committee charter, and has provided adequate and appropriate independent oversight and monitoring of Electronic Systems Technology’s systems of internal control for the year ended December 31, 2014. 2021.
The Audit Committee has reviewed and discussed with Management its assessment and report on the effectiveness of EST’s internal control over financial reporting as of December 31, 2014,2021, which it made using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control Integrated Framework. The Audit Committee has also reviewed and discussed with Decoria Maichel & Teague,Assure CPA LLC, Management’s assessment of internal control over financial reporting, and its review and report on EST’s internal control over financial reporting.
Audit Committee members are not professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of Management and the independent audit firm; nor can the Audit Committee certify that the independent audit firm is “Independent” under applicable rules. The Audit Committee serves a board-level oversight role, in which it provides advice, counsel, and direction to Management and to the auditors on the basis of the information it receives, discussions with Management and the auditors, and the experience of the Audit Committee’s members in business, financial, and accounting matters.
These activities included, but were not limited to, the following accomplishments for the year ended December 31, 2014:2021:
Reviewed and discussed the audited financial statements for the year ended December 31, 20142021 with Management.
Discussed withDecoria Maichel & Teague, P.S.with Assure CPA, LLP., matters requiring discussion by Statement of Auditing Standards (SAS) No. 61.
Discussed with and received written disclosures and a letter from Decoria Maichel & Teague, P.S.,Assure CPA, LLP. relating to their independence, as required by Public Company Oversight Board (PCAOB) Rules 3520 and 3526.
In reliance on these reviews and discussions, and the reports of Decoria Maichel & Teague, P.S.. BasedAssure CPA, LLP. and based on the above, the Audit Committee recommends the inclusion of the audited financial statements in EST’s Annual Report on Form 10-K for the year ended December 31, 2014.2021.
Respectfully submitted,
Electronic Systems Technology, Inc. Audit Committee
Robert Southworth,Donald E. Siecke, Chairman
Melvin BrownThomas Schaefer
John Schooley
APPENDIX III – FORM OF PROXY
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