SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
Filed by the Registrant [X]
Dougherty’s Pharmacy, Inc. |
(Name of Registrant as Specified In Its Charter) |
ASCENDANT SOLUTIONS, INC.
Fee computed on table below per Exchange Act Rules 14a-6(i) |
(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 |
(4) | Proposed maximum aggregate value of transaction: |
(5) | Total fee paid: |
Fee paid previously with preliminary materials. |
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
5924 Royal Lane, Suite 100
Texas 75248
972.250.0945
To
April 30, 2007
NOTICE OF THE 2018 ANNUAL MEETING OF STOCKHOLDERS
Dougherty’s Pharmacy, Inc. ("Ascendant Solutions"Dougherty’s Pharmacy" or the "Company""Company") will hold its Annual Meeting of Stockholders at8343 Douglas Ave, Dallas, Texas 75225 in the Addison Conference Centre, 15650 Addison Rd., Addison, Texas 75001Lone Star conference room on June 14, 2007the lower level,on May 16, 2018 at 2:001:30 pm.
We are holding this meeting:
1. | To elect |
2. | To ratify the Company’s appointment of |
3. | To transact any other business that properly comes before the meeting. |
Your board of directors recommends that you vote in favor of the proposals outlined in this proxy statement.
Your board of directors has selected April 27, 200713, 2018, as the record date for determining stockholders entitled to vote at the meeting. A list of stockholders on that date will be available for inspection at Ascendant Solutions, Inc., 16250 Dallas Parkway,the Company’s offices located at 5924 Royal Lane, Suite 100, Dallas,250, Texas 75248,75230, for at least ten days before the meeting.
You are cordially invited to attend the meeting in person. However, to ensure your representation atobtain a quorum for the meeting, you are urged to mark, sign, date and return the enclosed Proxy as soon as possible in the envelope enclosed for that purpose. Any stockholder attending the meeting may vote in person even if he or she previously returned a Proxy.
By Order of the Board of Directors,
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 16, 2018: This proxy statement and the company’s 2017 Annual Report on Form 10K are available at www.doughertys.com.
DOUGHERTY’S PHARMACY, INC.
1101 East Arapaho Road, Suite 200
Richardson, Texas 75081
PROXY STATEMENT
for
ANNUAL MEETING OF STOCKHOLDERS
to be Held May 16, 2018
SOLICITATION AND REVOCABILITY OF PROXIES
The enclosed proxy (the “Proxy”) is being solicited on behalf of the Board of Directors (the “Board”) of Dougherty’s Pharmacy, Inc. (the “Company”) for use at the Annual Meeting of Stockholders (the “Meeting”) to be held at 8343 Douglas Ave, Dallas, Texas 75225 in the Lone Star conference room on the lower level, on May 16, 2018 at 1:30 pm, or at such other time and place to which the Meeting may be adjourned. Proxies, together with copies of this Proxy Statement, are first being mailed to stockholders of record entitled to vote at the Meeting on or about April 30, 2018.
Execution and return of the enclosed Proxy will not affect a stockholder’s right to attend the Meeting and to vote in person. Any stockholder executing a Proxy retains the right to revoke such proxy at any time prior to exercise at the Meeting. A Proxy may be revoked by delivery of written notice of revocation to the Secretary of the Company, by execution and delivery of a later Proxy or by voting the shares in person at the Meeting. If you attend the Meeting and vote in person by ballot, your proxy will be revoked automatically and only your vote at the Meeting will be counted. A Proxy, when executed and not revoked, will be voted in accordance with the instructions thereon. In the absence of specific instructions, Proxies will be voted by those named in the Proxy “FOR” the election as directors of those nominees named in the Proxy Statement, “FOR” the approval of each of the other proposals as recommended by the Board and as further described in this Proxy Statement, and in accordance with their best judgment on all other matters that may properly come before the Meeting.
RECORD DATE AND VOTING SECURITIES
Only stockholders of record at the close of business on April 13, 2018 are entitled to notice of, and to vote at, the Meeting. The stock transfer books of the Company will remain open between the record date and the date of the Meeting. A list of stockholders entitled to vote at the Meeting will be available for inspection at the executive offices of the Company. On the April 13, 2018 record date, the Company had 23,087,164 issued and outstanding shares of its common stock (the “Common Stock”).
QUORUM AND VOTING
The presence at the Meeting, in person or by Proxy, of the holders of a majority of the shares of Common Stock issued and outstanding is necessary to constitute a quorum. Holders of Common Stock are entitled to one vote for each share of Common Stock held on each matter to be voted on at the Meeting. All votes will be tabulated by the inspector of election appointed for the Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes. Abstentions and broker non-votes are counted as present for purposes of determining the presence or absence of a quorum for the transaction of business. Abstentions will be counted towards the tabulations of votes cast on matters presented at the Meeting and will have the same effect as negative votes (other than the election of directors) whereas broker non-votes will not be counted for purposes of determining whether a matter has been approved.
Assuming the presence of a quorum, the following paragraphs describe the vote required by the stockholders of record to approve each of the proposals set forth in this Proxy Statement.
· | Proposal One. The nominee receiving the greatest number of |
· | Proposal Two. The affirmative vote of the holders of a majority of the shares of Common Stock issued and outstanding and entitled to vote at the Meeting and present in person or by |
The Board unanimously recommends a vote “FOR” each of proposals ONE and TWO as set forth in this Proxy Statement.
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PROPOSAL 1.
Our business affairs are managed under the direction of the board of directors, or the Board, consisting of fivefour persons, divided into three classes. Members of each class serve offset terms of three years so that only one class is elected each year. The following table sets forth each class, the directors comprising each class and their respective terms:
CLASS | DIRECTORS | TERM EXPIRING | ||
Class A | 2018 Annual Meeting | |||
Class B | Anthony J. LeVecchio* Cureton*Will | |||
Class C | James C. Leslie | 2020 Annual Meeting | ||
* Independent Director as defined by Nasdaq Rule 5605(a)(2). |
The Board has nominated Troy Phillips to serve as the Class A Director. Mr. Phillips has indicated his willingness to serve as a member of the Board of Directors, appointed Curt Nonomaqueif elected. However, in the event he shall become unavailable for election to fill the Class A vacancy left by Jonathan R. Bloch’s seat on the board of directors.
Directors require a plurality of the votes cast in person or by proxy by the stockholdersStockholders to be elected. Accordingly, abstentions and broker non-votes will have no effect on the outcome of the election of directors assuming a quorum is present or represented by proxy at the Annual Meeting.
The persons designated as proxies will vote the enclosed proxy for the election of the nomineelisted nominees unless you direct them to withhold your votes. If thea nominee becomes unable to serve as a director before the meeting (or decides not to serve), the individuals named as proxies may vote for a substitute or we may reduce the number of members of the board. The Board recommends that stockholdersStockholders vote
Below areis the namesname and agesage of the nomineesnominee for the Class B directors,A director and the continuing Class AB and Class C directors, the years they became directors, their principal occupations or employment for at least the past five years and certain of their other directorships, if any.
Nominee for Election for Term Ending with the 20102021 Annual Meeting
Class A Director
Troy PhillipsAge 70, director since 2017.Mr. Phillips has been the Chairman of the Board and CEO of Glast, Phillips & Murray, P.C., a law firm, since 1992. Mr. Phillips specializes in business litigation, devoting a substantial portion of his practice to prebankruptcy strategies, loan workouts, purchase of assets from bankruptcy estates, and refinancings. He also has extensive experience in corporate reorganizations, leveraged buy-outs and avoidance of prebankruptcy transfers. Mr. Phillips has practiced law privately since 1974. Mr. Phillips received his bachelor's degree from North Texas State University and his law degree from the University of Texas at Austin in 1974, where he was a member of the Order of Barristers and the University of Texas State Champion Moot Court Team. He is a member of the College of the State Bar of Texas and is an occasional speaker at legal and professional seminars as well as an author on business bankruptcy law. Mr. Phillips has been admitted to practice and has handled cases before Courts in the State of Texas, the Northern and Eastern Federal Districts of Texas, the Fifth Circuit Court of Appeals, and the United States Supreme Court. Mr. Phillips has been nominated to serve as a director in part because of his legal and business acumen that can greatly benefit the Company.
The Board recommends a vote “FOR” the election of such nominee.
The enclosed Proxy will be voted as specified, but if no specification is made, it will be voted “FOR” the election of Mr. Phillips as a Class A Director.
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Directors Continuing in Office Until with 2019 Annual Meeting
Class B Directors
Anthony J. LeVecchioAge 71, director since 2004.Mr. LeVecchio has been the President and ownerPrincipal of The James Group, a general business consulting firm that has advised clients across a range of high-tech industries, since 1988. Prior to forming The James Group in 1988, Mr. LeVecchio was the Senior Vice President and Chief Financial Officer for VHA Southwest, Inc., a regional healthcare system. Mr. LeVecchio currently serves as director, advisor and executive of private and public companies in a variety of industries. He currently serves onas Co-Chairman of the Board of Directors of Microtune,UniPixel, Inc., a Dallas-based semiconductor company (UNXL) an industrial film design and manufacturing firm in Santa Clara, California that is listed on The NASDAQ Global Market, and serves ason the Chairman of its Audit Committee. He also currently serves onas Chairman of the Board of Directors of DG FastChannel, Inc., a technology company based in Irving, Texas that is listed on The NASDAQ Global Market and serves as the Chairman of itsthe Audit Committee. He also currently serves on the Board of Directors of ViewPoint Financial Group,Committee for LegacyTexas Bank (LTXB), a community bank based in Plano, Texas that is listed on The NASDAQ Global Select Market. His prior public company boards include Microtune, Inc., DG FastChannel, Inc., and Maxum Health, Inc. Mr. LeVecchio holds a Bachelor of Economics and a M.B.A. in Finance from Rollins College.
Will CuretonAge 67, director since 2005.Mr. Cureton is President of Richman Southwest Development, LLC, an affiliate of The Richman Group of Companies, which focuses on condo and multifamily projects. From 1997 to 2013, Mr. Cureton was a member and manager of CLB Holdings, LLC, a Texas limited liability company which is theand general partner of CLB Partners, Ltd., a Texas limited partnership ("CLB"), which is engaged in real estate development and which he co-founded in October 1997. Mr. Cureton is also a limited partner of CLB. Prior to co-founding CLB, Mr. Cureton was Chief Operating Officer of Columbus Realty Trust, a real estate investment trust, from 1993 to 1997. In 1987 Mr. Cureton co-founded Texana, a commercial real estate investment and property management company, and served as its President and Chief Executive Officer until 1993. From 1981 to 1987, Mr. Cureton served as an executive officer with The DicoGroup, Inc., a Dallas based real estate investment company. Mr. Cureton started his career with Coopers & Lybrand, where he worked from 1974 to 1981. Mr. Cureton received a Bachelor of Business Administration degree in accounting from East Texas State University (now known as Texas A&M University - Commerce).
Director Continuing in Office Until the 20082020 Annual Meeting
Class C Director
James C. LeslieAge 62, a director since July 2001, |
The positions of the foregoing persons are currently directors. Their positionsas directors on standing committees of the Board of Directors are shown below under "Committees of the Board of Directors; Meetings".
There are no family relationships among the executive officersofficer or directors. There are no arrangements or understandings pursuant to which any of these persons were elected as an executive officer or director. No director or officer has been involved in any legal proceedings required to be disclosed under Item 401(f) of Regulation SK, but for a personal bankruptcy filed in 2013 by one of our directors, Mr. Will Cureton.
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COMPENSATION OF DIRECTORS
Non Employee Director Compensation
As of December 31, 2017
Annual Cash Retainer | Per Meeting Fees | Annual Restricted Stock Grant | ||
Non-Employee Director $10,000; $2,500 per quarter | In person $500, telephonic $250 | 20,000 shares vesting over four years | ||
Non-Employee Director and Committee Chairman $20,000; $5,000 per quarter | In person $500, telephonic $250 | 20,000 shares vesting over four years | ||
Non-Employee Director and Chairman of the Board $120,000; $10,000 per month | In person $500, telephonic $250 | 20,000 shares vesting over four years |
2017 Director Compensation Table
Name | Fees Earned or Paid in Cash | Nonqualified Deferred Compensation Earnings | Total | |||||||||
($) | ($) | ($) | ||||||||||
James C. Leslie | $ | 120,000 | $ | 2,566 | $ | 122,566 | ||||||
Anthony J. LeVecchio | $ | 22,500 | $ | 2,566 | $ | 25,066 | ||||||
Will Cureton | $ | 12,000 | $ | 2,566 | $ | 14,566 | ||||||
Troy Phillips | $ | 3,500 | $ | – | $ | 3,500 |
Note: Nonqualified deferred compensation earnings represent the market value of vested shares under our Restricted Share Unit (“RSU”) Incentive Plan.
CORPORATE GOVERNANCE
The business affairs of the Company are managed under the direction of the Board. The Board meets on a regularly scheduled basis during the fiscal year of the Company to review significant developments affecting the Company and to act on matters requiring Board approval. It also holds special meetings as required from time to time when important matters arise requiring Board action between scheduled meetings. The Board of Directors or its authorized committees met 8 times during the 2017 fiscal year. During fiscal year 2017, each director participated in at least 75% or more of the aggregate of (1) the total number of meetings of the Board of Directors (held during the period for which he was a director) and (2) the total number of meetings of all committees of the Board on which he served (during the period that he served).
Board Leadership Structure
The current leadership structure of the Company provides for the combination of the roles of the Chairman of the Board and the Interim Chief Executive Officers
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The Company also believes that the combined role of the Chairman of the Board and the Interim Chief Executive Officer is appropriate in light of the independent oversight of the Board. Although the Board has servednot designated a lead independent director, the Company has a long history of strong independent directors, with 3 out of the 4 current members of the Board (Messrs. Cureton, LeVecchio, and Phillips) being independent. In addition, the Audit and Compensation Committees of the Board are composed solely of independent directors. The Board regularly reviews the Company’s leadership structure and reserves the right to alter the structure as Presidentit deems appropriate.
Board Role in Risk Oversight and Management
The Board has an active role in the oversight and management of GaylerSmith Group LLC, athe Company’s risks and carries out its role directly and through Board committees. The Board’s direct role in the Company’s risk management process includes regular or periodic receipt and discussion of reports from management and the Company’s outside counsel and advisers on areas of material risk to the Company, including operational, strategic, financial, consulting firm. From 2001legal and regulatory risks.
The Board has also historically delegated the oversight and management of certain risks to 2003, Mr. Gayler served as Vice Presidentthe Audit and Compensation Committees of Buis & Co., an investment consulting firm. Prior thereto, Mr. Gayler served in a numberthe Board. The Audit Committee is responsible for the oversight of seniorCompany risks relating to accounting matters, financial executive positions in a variety of industries. Mr. Gayler started his business career as an auditorreporting and related party transactions. To satisfy these oversight responsibilities, the Audit Committee regularly meets with Coopers & Lybrand (now PricewaterhouseCoopers), an international public accounting firm. Mr. Gayler graduatedand receives and discusses reports from Texas Tech University with a BBA in Accounting and is a certified public accountant.
The Board has also addressed risk through the adoption of corporate policies. The Board has adopted a Code of Business Conduct and Ethics designed to ensure that directors, officers and employees of the Company Mr. Boyd wasare aware of their legal and ethical responsibilities and conduct the Vice President-Finance of CountryPlace Mortgage, Ltd.,Company’s business in a subsidiary of Palm Harbor Homes, Inc., a company listed on The NASDAQ Global Market that manufactures, marketsconsistently legal and finances multi-section manufactured and modular homes. Mr. Boyd received a Bachelor of Business Administration degree from Baylor University in 1987 and is a certified public accountant.
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) |
James C. Leslie | 50,000 | -- | -- | -- | -- | -- | 50,000 |
Will Cureton | 1,000 | 10,000 | -- | -- | -- | -- | 11,000 |
Curt Nonomaque | 250 | 5,000 | -- | -- | -- | -- | 5,250 |
Anthony J. LeVecchio | 1,250 | 35,875 | -- | -- | -- | -- | 37,125 |
Jonathan R. Bloch | -- | -- | -- | -- | -- | -- | -- |
Committees of the Board of Directors; Meetings
The Board has threetwo standing committees, the Audit Committee the Compensation Committee and the Related Party TransactionsCompensation Committee. The Board does not have a separate Nominating Committee and performs all of the functions of that committee.
The Audit Committee.
The Audit Committee has as its primary responsibilities the appointment of the independent auditor for the Company, the pre-approval of all audit and non-audit services, and assistance to the Board in monitoring the integrity of our financial statements, the independent auditor's qualifications, independence and performance and our compliance with legal requirements. The Audit Committee operates under a written charter adopted by the Board, a copy of which is available on the Company's website at www.ascendantsolutions.comwww.doughertys.com (the contents of such website are not incorporated into this proxy statement)Registration Statement). During the year ended December 31, 2006, the Audit Committee met five times and acted one time by written consent. Curt Nonomaque (as of September 2006) and Anthony J. LeVecchio areis the current membersmember and Chairman of the Audit Committee. Jonathan Bloch elected not to stand for re-election as a Class A director at the 2006 Annual Meeting therefore, after the 2006 Annual Meeting there was only one member of the Audit Committee until Mr. Nonomaque took his vacancy.
The Securities and Exchange Commission ("SEC") has adopted rules to implement certain requirements of the Sarbanes-Oxley Act of 2002 pertaining to public company audit committees. One of the rules adopted by the SEC requires a company to disclose whether the members of its Audit Committee are "independent." Since we are not a "listed" company, we are not subject to rules requiring the members of our Audit Committee to be independent. The SEC also requires a company to disclose whether it has an "Audit Committee Financial Expert" serving on its audit committee.
Based on its review of the applicable rules of The NASDAQ Global Market governing audit committee membership, the Board believes that Mr. LeVecchio and Mr. Nonomaque areis "independent" within the meaning of The NASDAQ Global Market listing standards, whereas, Mr. Bloch was not "independent" within the meaning of such rules.standards. The Board does believe that both membersthe current member of the Audit Committee satisfysatisfies the general definition of an independent director under The NASDAQ Marketplace Rule 4200.5600(a)(2).
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Based on its review of the criteria of an Audit Committee Financial Expert under the rule adopted by the SEC, the Board, after reviewing all of the relevant facts, circumstances and attributes, has determined that Mr. LeVecchio, the Chairman of the Audit Committee and Mr. Nonomaque are bothis qualified as an "audit committee financial expert" on the Audit Committee.
Compensation Committee
The Compensation Committee recommends to the Board annual salaries for seniorexecutive management and reviews all company benefit plans. The Compensation Committee operates under a written charter adopted by the Board, a copy of which is available on the Company's website at www.ascendantsolutions.comwww.doughertys.com (the contents of such website are not incorporated into this proxy statement)Registrations Statement). The Compensation Committee did not have any formal meetings in 2006 but acted one time by written consent. During the year ended December 31, 2006, the full Board performed the functions of the Compensation Committee. The current members of the Compensation Committee are Curt Nonomaque, the Chairman of the Compensation Committee andposition is open. The current member of the Compensation Committee is Anthony J. LeVecchio. After a review of the applicable rules of The NASDAQ Global Market governing compensation committee membership, the Board believes that Mr. LeVecchio and Mr. Nonomaque areis “independent” within the meaning of The NASDAQ Global Market Listing Standards.
Nomination Process
The Board does not have a separate Nominating Committee or Charter and performs all of the functions of that committee. The Board believes that it does not need a separate nominating committee because the full Board is relatively small, has the time to perform the functions of selecting Board nominees, and in the past has acted unanimously in regard to nominees. The Board has also considered that two of its members, Will Cureton and James C. Leslie, constitute two of the three persons who have voting control with respect to 7,997,976 shares of common stock, or 35.5% of the shares entitled to vote, as discussed in the footnotes in "Stock Ownership."
In view of Ascendant'sDougherty’s size, resources and limited scope of operations, the Board has determined that it will not increase the size of the Board from its current size of five members. Althoughmembers, including the current vacancy in the Class A director position that the Board had one vacancy, with the expiration of Jonathan R. Bloch’s term of office at the 2006 Annual Meeting, the Board consisted of four members. In September 2006, Curt Nonomaque filled the vacancy caused by Mr. Bloch’s resignation, the size of the Board increased backintends to five members.fill. In the future, the Board may determine that increased size, scope of operations or other factors would make it advisable to add additional directors. In considering an incumbent director whose term of office is to expire, the Board reviews the director's overall service during the person's term, the number of meetings attended, level of participation and quality of performance. In the case of new directors, the directors will consider suggestions from many sources, including stockholders, regarding possible candidates for directors. The Board may engage a professional search firm to locate nominees for the position of director of the Company. However, to date the Board has not engaged professional search firms for this purpose. A selection of a nominee by the Board requires a majority vote of the Company's directors.
The Board seeks candidates for nomination to the position of director who have excellent decision-making ability, business experience, personal integrity and a high reputation and who meet such other criteria as may be set forth in a writing adopted by a majority vote of the Board of Directors. The committee will use the same criteria in evaluating candidates suggested by stockholders as for candidates suggested by other sources.
Pursuant to a policy adopted by the Board, the directors will take into consideration a director nominee submitted to the Company by a stockholder; provided that the stockholder submits the director nominee and reasonable supporting material concerning the nominee by the due date for a stockholder proposal to be included in the Company's proxy statement for the applicable annual meeting as set forth in the rules of the Securities and Exchange Commission then in effect. See "Annual Meeting Advance Notice Requirements" below.
Director Attendance at Annual Meetings
We do not have a policy regarding attendance by members of the Board of Directors at our annual meeting of stockholders. The Board has always encouraged its members to attend its annual meeting. In 2006, four directors (Mr. Leslie, Mr. Bowe, Mr. Cureton and Mr. LeVecchio) attended our annual meeting of stockholders.
Stockholder Communications With The Board
Historically, we have not had a formal process for stockholder communications with the Board. We have made an effort to ensure that views expressed by a stockholder are presented to the Board. During the upcoming year, the Board may give consideration to the adoption of a formal process for stockholder communications with the Board.
The Board adopted a Code of Business Conduct and Ethics on May 19, 2004,August 16, 2017, a copy of which is available on the Company's website at www.ascendantsolutions.comwww.doughertys.com (the contents of such website are not incorporated into this proxy statement).
STOCK OWNERSHIP
Beneficial Ownership of Certain Stockholders, Directors and Executive Officers
The following table sets forth information with respect to the beneficial ownership of our common stock at March 31, 2007,16, 2018, by:
· | each of our named executive officers and directors; |
· | all of our executive officers and directors as a group; and |
· | each person or group of affiliated persons, known to us to own beneficially more than 5% of our common |
In accordance with the rules of the SEC, the table gives effect to the shares of common stock that could be issued upon the exercisevesting of outstanding options and common stock purchase warrantsrestricted share units within 60 days of March 31, 2007.16, 2018. Unless otherwise noted in the footnotes to the table, and subject to community property laws where applicable, the individuals listed in the table have sole voting and investment control with respect to the shares beneficially owned by them. Unless otherwise noted in the footnotes to the table, the address of each stockholder, executive officer and director is c/o Ascendant Solutions,Dougherty’s Pharmacy, Inc., 16250 Dallas Parkway,5924 Royal Lane, Suite 100,250, Dallas, Texas 75248.75230. We have calculated the percentages of shares beneficially owned based on 22,549,83623,087,164 shares of common stock outstanding at March 31, 2007.
Shares of Common Stock Beneficially Owned | ||
Person or group | Number | Percent |
David E. Bowe (1) | 1,175,250 | 5.2% |
James C. Leslie (2) | 4,446,300 | 19.7% |
Will Cureton (3) | 3,551,676 | 15.8% |
CLB Partners, Ltd.(3) | 3,500,000 | 15.5% |
Anthony J. LeVecchio | 213,099 | * |
Gary W. Boyd | 69,000 | * |
Curt Nonomaque | 33,611 | * |
Michal L. Gayler | 12,000 | * |
All executive officers and directors as a group (7 persons)(4) | 9,500,936 | 42.1% |
Shares of Common Stock Beneficially Owned * | ||||||||||
Person or Group | Number | Percentage | ||||||||
Directors and Named Executive Officers | ||||||||||
James C. Leslie (Director, Chairman of the Board, Interim President and Chief Financial Officer) | 1,821,315 | (1)(2) | 7.9% | |||||||
Mark Heil (President and Chief Financial Officer) | 297,882 | (2) | 1.3% | |||||||
Anthony J. LeVecchio (Director) | 352,973 | 1.5% | ||||||||
Will Cureton (Director) | 52,231 | * | ||||||||
Troy Phillips (Director) | 3,779,743 | 16.4% | ||||||||
All Executive Officers and Directors as a Group (5 Persons) | 6,304,144 | 27.3% | ||||||||
* Denotes less than one percent. |
(1) | Includes |
(2) |
Change in Control Arrangements.
There are no arrangements, known to the Company, including any pledge by any person of the Company’s securities or any of its parents, the operation of which may at a subsequent date result in a change in control of the Company.
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Under U.S. securities laws, directors, certain executive officers and persons holding more than 10% of our common stock must report their initial ownership of the common stock, and any changes in that ownership, to the SEC. The SEC has designated specific due dates for these reports. Based solely on our review of copies of the reports filed with the SEC and written representations of our directors and executive officers, we believe that all persons subject to reporting filed the required reports on time in 2006, except2017, other than six late Form 3 filings for our directors and officers that Curt Nonomaque was issued restricted stock on September 12, 2006 and it was reported on September 26, 2006; and on October 2, 2006, restricted stock was issued to Anthony J. LeVecchio, Will Cureton and Curt Nonomaque and it was reported on November 7, 2006.
Company Policy on Qualifying Compensation
The Board of Directors periodically reviews the applicability of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), which disallows a tax deduction for compensation to an executive officer in excess of $1.0 million per year. In connection with the Board's periodic review of the potential consequences of Section 162(m), the Board may, in the future, structure the performance-based portion of its executive officer compensation to comply with certain exemptions provided in Section 162(m).
Severance and Change In Control Agreements
We have not entered into any agreements that provide severance or change in control benefits to any of our named executive officers.
TABULARTABULAR COMPENSATION DISCLOSURE
Summary compensation
The following table provides summary information concerning compensation paid by us to our principal executive officers and each person who served as our principal financial officer in 2006.2017. In 2006,2017, no other person who served as an executive officer of Ascendant SolutionsDougherty’s at any time during the year had total annual salary and bonus in excess of $100,000.
SUMMARY COMPENSATION TABLE
Name and Principal Position | Year | Salary | Bonus | Other | Nonqualified Deferred Compensation Earnings | Total | ||||||||||||||||
($) | ($) | ($)(1) | ($)(3) | ($) | ||||||||||||||||||
Mark S. Heil | 2017 | $ | 195,000 | – | $ | 3,900 | $ | 5,050 | $ | 203,950 | ||||||||||||
President and Chief Financial Officer | 2016 | $ | 204,615 | – | $ | 8,223 | $ | 6,383 | $ | 219,221 | ||||||||||||
Andrew J. Komuves, Jr., | 2017 | $ | 182,000 | $ | 12,603 | $ | 21,154 | (2) | $ | 1,377 | $ | 217,134 | ||||||||||
President Pharmacy Operations | 2016 | $ | 209,615 | $ | 13,701 | $ | 8,791 | $ | 1,667 | $ | 233,774 |
(1) | Fully vested matching contributions to the Company’s 401(k) plan, which all participating employees receive. |
(2) | Includes $18,000 of severance related to the resignation of Mr. Komuves effective October 5, 2017. |
(3) | Nonqualified deferred compensation earnings represents the market value of vested shares under our RSU Incentive Plan. |
Payments Upon Termination Or Change In 2002, David E. Bowe'sControl
The Company’s former President and Chief Financial Officer, Mr. Mark Heil, resigned from his role effective January 17, 2018, to pursue other opportunities. Mr. Heil continued in his present capacity until January 28, 2018, after which time he worked in a transitional role through March 2, 2018. Had Mr. Heil been terminated “without cause” on December 31, 2017, he would have been entitled to continued salary payments for four months following such termination, which would have equaled an aggregate payment over four months equal to $65,000. Mr. James C. Leslie, the Company’s Chairman of the Board, now also serves as the Company’s Interim President and Chief Financial Officer in a non-employee capacity, without a formal, written compensation agreement.
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The Company’s former President of Pharmacy Operations, Mr. Andrew Komuves, resigned from his role effective October 5, 2017. Mr. Komuves is receiving continued salary payments for the six months following his resignation in the aggregate payment amount equal to $100,000 that was reducedaccrued in the financial statements as of September 30, 2017. Mr. Komuves served without a formal, written employment agreement. The last salary payment to Mr. Komuves occurred on April 20, 2018.
The Company could have terminated either Mr. Heil’s or Mr. Komuves’ employment “without cause” for the following:
· | gross negligence or willful misconduct or malfeasance or the commission of an act constituting dishonesty or other act of material misconduct by the executive that affects the Company, its business, the executive’s employment or his business reputation; |
· | any violation of the non-disclosure and invention agreement in place between the executive, provided that the Company acts in a bona fide manner; |
· | any other intentional and material breach, including but not limited to, the material failure of the executive to perform the duties reasonably assigned to him, which is not cured without 30 days of written notice of such breach. |
Restricted Share Unit Incentive Plan
On November 13, 2013, the Board of Directors approved and he was
SUMMARY COMPENSATION TABLE | |||||||||
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock (1) Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) |
David E. Bowe President and Chief Executive Officer | 2006 2005 2004 | $127,917(2)$100,000 $100,000 | -- -- -- | -- -- -- | -- -- -- | -- -- -- | -- -- -- | -- -- $4,000(3) | $127,917 $100,000 $104,000 |
Michal L. Gayler Interim Chief Financial Officer | 2006 2005 2004 | $57,499(4) -- -- | -- -- -- | -- -- -- | -- -- -- | -- -- -- | -- -- -- | -- -- -- | $57,499 -- -- |
Gary W. Boyd, Former Vice President - Finance and Chief Financial Officer | 2006 2005 2004 | $115,935(5)$150,000 $31,250(7) | -- -- $15,000 | $4,300(6) -- $55,000(6) | -- -- -- | -- -- -- | -- -- -- | -- -- -- | $120,235 $150,000$101,250 |
Year of Issuance: | Number of Shares | Fair Value at Date of Grant | Shares Vested | Non- Vested | Cancelled | |||||||||||||||
2013 | 120,000 | $ | 26,400 | 115,000 | – | 5,000 | ||||||||||||||
2014 | 122,100 | $ | 30,946 | 86,700 | 25,250 | 10,150 | ||||||||||||||
2015 | 150,000 | $ | 39,000 | 65,000 | 65,000 | 15,000 | ||||||||||||||
2016 | – | – | – | – | – | |||||||||||||||
2017 | 563,000 | $ | 118,230 | – | 543,000 | 20,000 | ||||||||||||||
955,100 | $ | 214,576 | 271,700 | 633,250 | 50,150 |
Option
Grants in Last Fiscal YearAs of December 31, 2006.2017, the Company does not currently have a stock option plan and there are no outstanding options.
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Vested Share Units in Last Fiscal Year and Fiscal Year-End OptionShare Unit Values
The following table provides information regarding optionsoutstanding restricted stock awards granted to the directors and named executive officers under the RSU Incentive Plan that were exercised during the fiscal year ended December 31, 2006, the number of shares covered by both exercisable and unexercisable stock optionsstill outstanding as of December 31, 2006,2017 and the values of "in-the-money" options, which values representthose awards. The value is based on the positive spread between the exercisemarket price of any such option and the fiscal year-end value14 cents as of our common stock for our named executive officers.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END | |||||||||
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 Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | 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 ($) |
David E. Bowe President and Chief Executive Officer | 450,000 | -- | -- | $0.24 | 3/14/2012 | -- | -- | -- | -- |
Michal L. Gayler Interim Chief Financial Officer | -- | -- | -- | -- | -- | -- | -- | -- | -- |
Gary W. Boyd Former Vice President -Finance and Chief Financial Officer | -- | -- | -- | -- | -- | -- | -- | -- | -- |
OUTSTANDING EQUITY AWARDS AT YEAR-END | ||||||||
Stock Awards | ||||||||
Equity Incentive Plan Awards | ||||||||
Number of Unearned Units That Have Not Vested | Market or Payout Value of Unearned Units That Have Not Vested | |||||||
Name | (#) | ($) | ||||||
James C. Leslie | 15,050 | $ | 2,107 | |||||
Anthony J. LeVecchio | 15,050 | $ | 2,107 | |||||
Will Cureton | 15,050 | $ | 2,107 | |||||
Mark S. Heil | 30,100 | $ | 4,214 |
The following table provides information, for the directors and named executive officers, on stock option exercises andrestricted stock awards vested during 2006.
OPTION EXERCISES AND STOCK VESTED | ||||
Option Awards | Stock Awards | |||
Number of Shares Acquired on Exercise (#) | Value Realized On Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized On Vesting ($) | |
David E. Bowe | -- | -- | -- | -- |
Michal L. Gayler | -- | -- | -- | -- |
Gary W. Boyd | -- | -- | 43,333 | $18,633 |
STOCK VESTED | ||||||||
Stock Awards | ||||||||
Equity Incentive Plan Awards | ||||||||
Number of Share Units Received on Vesting | Value of Share Units Received on Vesting | |||||||
Name | (#) | ($) | ||||||
James C. Leslie | 15,150 | $ | 2,516 | |||||
Anthony J. LeVecchio | 15,150 | $ | 2,516 | |||||
Will Cureton | 15,150 | $ | 2,516 | |||||
Mark S. Heil | 30,200 | $ | 4,932 |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Through June 2017, Company entered into a participation agreement (the “Participation Agreement”)co-leased separate office space with Fairways Equities LLC (“Fairways”), an entityentities controlled by James Leslie, the Company’s Chairman and Brant Bryan, Cathy Sweeney and David Stringfield who are principals of CRESA Capital Markets Group, LP (“Capital Markets”) and shareholders of the Company (“Fairways Members”), pursuant to which the Company will receive up to 20% of the profits realized by Fairways in connection with all real estate acquisitions made by Fairways. Additionally, the Company will have an opportunity, but not the obligation, to invest in the transactions undertaken by Fairways. The Company’s profit participation with Fairways was subject to modification or termination by Fairways at the end of 2005 in the event that the aggregate level of cash flow (as defined in the Participation Agreement) generated by the acquired operating entities had not reached $2 million for the twelve months ended December 31, 2005. For the twelve months ended December 31, 2005, the Company did not meet this cash flow requirement and there has been no action taken by the Fairways Members to terminate or modify the Participation Agreement. The Company is currently negotiating with the Fairways Members to modify the Participation Agreement, however, there can be no assurances that a mutually acceptable modification can be reached. The Company is unable to determine what real estate Fairways may acquire or the cost, type, location, or other specifics about such real estate. There can be no assurances that Fairways will continue to waive its right to modify or terminate the Participation Agreement upon the Company’s failure to generate the required cash flow to continue in the Fairways Participation Agreement after 2005, or that Fairways will be able to acquire additional real estate assets, that the Company will choose to invest in such real estate acquisitions or that there will be profits realized by such real estate investments. The Company does not have an investment in Fairways, but rather a profits interest through its Participation Agreement. As of December 31, 2005, the Company held a profits interest in one real estate development transaction pursuant to the Participation Agreement. The Company has no investment in the transaction, is not a partner in the investment partnership and it has received no distributions.
During 2017, the Company received $18,000 and ending on October 13, 2006, Ascendant subleased space$1,000 as a portion of the sales commission proceeds, used to offset legal and rent expense, from an unrelated third partythe entity owned by the Company’s Chairman for the renegotiation of approximately $7,000 per month. In October 2006, Ascendant began sharing office space with DHI. the lease for the Company’s flagship store and the corporate offices, respectively, both located in Dallas, Texas.
During the yearyears ended December 31, 2006, DHI subleased space from an unrelated third party for $6,000 per month. In addition, Ascendant incurred certain shared office costs with an entity controlled by Mr. Leslie, which gives rise to reimbursements from the Company to that entity. These costs were approximately $9,000 in 2006.
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The Company madedoes not have an investment in Fairways 03 New Jersey, LP in December 2003, along withofficial, written policy regarding the Fairways Members and on substantially the same terms as the other limited partners in Fairways 03 New Jersey, LP. In January 2005, the Company agreed to indemnify the other partners of Fairways 03 New Jersey, LP (who are also the Fairways Members) for its 20% pro rata partnership interest of a guarantee of bank indebtedness which the partners provided to a bank. The limit of the Company’s indemnification under this agreement is $520,000. In December 2005, this bank debt was paid in full by Fairways 03 New Jersey LP and the Company’s limited indemnification agreement was cancelled.
In accordance with the rules of the Securities and Exchange Commission, the foregoing information, which is required by paragraphs (a) and (b) of Regulation S-K Item 306, shall not be deemed to be "soliciting material" or to be "filed" with the Commission or subject to the Commission's Regulation 14A, other than as provided in that Item, or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically requests that the information be treated as soliciting material or specifically incorporates it by reference into a document filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
The Audit Committee reviews the Company’s financial reporting process on behalf of the Board. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls.
In this context, the Audit Committee has met and held discussions with management and the independent auditors, Hein & AssociatesWhitley Penn LLP. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent auditors.
The Audit Committee discussed with the independent auditors all matters required to be discussed by Statement on Auditing Standards No. 61, as amended, (Communication With Audit Committees)114 (The Auditor’s Communication with Those Charged with Governance) as adopted by the Public Company Accounting oversight Board in Rule 3200T. In addition, the Audit Committee has discussed with the independent auditors the auditors’ independence from the Company and its management, including the matters in the written disclosures received by the Audit Committee from the independent auditors as required by the Independence Standards Board Standard No. 1 (Independence Discussions Withwith Audit Committees) as adopted by the Public Company Accounting Oversight Board in Rule 3600T.
The Audit Committee has also considered whether the independent auditors’ provision of non-audit services to the Company is compatible with the auditors’ independence.
In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board, and the Board approved, the inclusion of the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006,2017, for filing with the SEC.
This report is submitted by the Audit Committee.
Audit Committee
Anthony J. LeVecchio, Chairman
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Board has appointed a Compensation Committee consisting of Anthony J. LeVecchio. The Compensation Committee had no meetings in person during 2017; instead the full board performed those functions. The Compensation Committee studies, advises and consults with management respecting the compensation of our officers, and administers our stock-based compensation plans. It also recommends for the board's consideration any plan for additional compensation that it deems appropriate. During the last fiscal year, no executive officer or employee of Dougherty’s Pharmacy served as a member of the Compensation Committee. However, since the Compensation Committee did not meet, and the full board performed these functions, James Leslie participated in the board's deliberations concerning executive compensation. James Leslie did not receive an increase in compensation.
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PROPOSAL 2. RATIFICATION
TO RATIFY THE COMPANY’S APPOINTMENT OF SELECTION OFWHITLEY PENN LLP TO BE THE COMPANY’S INDEPENDENT
The Board is seeking shareholder ratification of its selection of Hein & AssociatesWhitley Penn LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2007. We expect representatives of Hein & Associates LLP will attend the annual meeting, will have an opportunity to make a statement if they so desire and are expected to be available to respond to appropriate questions from stockholders regarding our audit for the year ended December 31, 2006.
The affirmative vote of the holders of a majority of the Company’s Common Stock represented in person or by proxy and voting at the meeting will be required to ratify the Audit Committee’s selection of Hein & Associates LLP.our independent registered public accounting firm. The Board of Directors recommends voting
Fees Paid to Whitley Penn LLP
Effective December 14, 2004,August 18, 2015, the Audit Committee of the Board of Directors of Ascendant Solutions,Dougherty’s Pharmacy, Inc. engaged Hein & AssociatesWhitley Penn LLP as the independent accountants for the years ended December 31, 20042015, 2016 and December 31, 2005,2017 and has appointed them as independent auditors to examine our consolidated financial statements for the fiscal year ending December 31, 20062018 and to render other professional services as required.
The following table shows the aggregate fees that we paid for the audit and other services provided by Hein & AssociatesWhitley Penn LLP for fiscal years 20062017 and 2005.
2006 | 2005 | ||||||
Audit Fees | 187,000 | $ | 115,000 | ||||
Audit-Related Fees | -- | -- | |||||
Tax Fees | -- | -- | |||||
All Other Fees | 2,000 | 20,000 | |||||
Total | $ | 189,000 | $ | 135,000 |
2017 | 2016 | |||||||
Audit Fees | $ | 111,229 | $ | 39,509 | ||||
Audit-Related Fees | – | – | ||||||
Tax Fees | 12,050 | 11,150 | ||||||
All Other Fees | – | – | ||||||
Total | $ | 123,279 | $ | 50,609 |
Audit Fees
. This category includes the audit of our annual financial statements included in our 2017 FormAudit-Related Fees
. This category consists of assurance and related services by the independent auditor that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under "Audit Fees."Tax Fees
. This category consists of professional services rendered by the independent auditor for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.All Other Fees
. This category consists of fees for consultation regarding equity incentive plans, revenue recognition, other compliance matters and other miscellaneous items.All audit and non-audit services provided to the Company by its independent auditor must be pre-approved by the Audit Committee.
The enclosed Proxy will be voted as specified, but if no specification is made, it will be voted “FOR” the ratification of the Company’s selection of Whitley Penn LLP to serve as its independent registered public accounting firm for the fiscal year ending December 31, 2006:
Plan Category | Number of securities to be issued upon exercise of outstanding and exercisable options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a)) (c) |
Equity compensation plans approved by security holders | |||
1999 Long Term Incentive Plan | 460,000 | $0.24 | 2,040,000 |
2002 Equity Incentive Plan | -- | -- | 1,322,730 |
Equity compensation plans not approved by security holders | |||
None | -- | -- | -- |
Total | 460,000 | $0.24 | 3,362,730 |
STOCKHOLDER PROPOSALS
Stockholders may submit proposals on matters appropriate for stockholder action at subsequent annual meetings of the stockholders consistent with Rule 14a-8 promulgated under the Exchange Act. For such proposals to be considered for inclusion in the Proxy Statement and Proxy relating to the 2019 Annual Meeting of Stockholders, such proposals must be received by the Secretary noCompany not later than January 15, 2008 (assuming thatDecember 31, 2018. Such proposals should be directed to: Secretary, Dougherty’s Pharmacy, Inc. at 5924 Royal Lane, Suite 250, Dallas, Texas, 75230.
Pursuant to Rule 14a-4(c) of the Company's 2008Exchange Act of 1934, if a stockholder who intends to present a proposal at the 2019 Annual Meeting of Stockholders is helddoes not notify the Company of such proposal on a date that is within 30 days from the date on which the 2007 Annual Meeting was held) for inclusion in the proxy statement and form of proxy relating to that meeting. In order to introduce an item of business at an annual meeting that is not included in the proxy statement the stockholder's notice must be received by the Secretary not less than 30 days nor more than 60 daysor prior to the meeting, unless less than 40 day's notice or prior public disclosure of the date of the meeting is given or madeMarch 16, 2019, then management proxies would be allowed to stockholders, in which case notice by the stockholder must be so received not later than the close of businessuse their discretionary voting authority to vote on the 10th day followingproposal when the day on which notice of the date ofproposal is raised at the annual meeting, was mailed or public disclosureeven though there is no discussion of the date was made.
EXPENSES OF SOLICITATION
All costs incurred in the solicitation of Ascendant SolutionsProxies for the Meeting will be borne by giving the Secretary (at the address set forth above) a
The Board knows of no matters other than those described in this Proxy Statement which are likely to come before the Annual Meeting. If any other matters properly come before the Annual Meeting, or any adjournment thereof, the persons named in the accompanying form of proxy intend to vote the proxies in accordance with their best judgment, and in accordance with Rule 14a-4 promulgated under the Exchange Act.
The Annual Report on Form 10-K for 20062017 accompanies this Proxy Statement and is also posted on the Company’s website at www.ascendantsolutions.com.www.doughertys.com. We will provide without charge a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2006,2017, including the financial statements, to each stockholder upon written request to Susan K. Olson, Secretary, Ascendant Solutions, Inc., 16250 Dallas Parkway,Dougherty’s Pharmacy, 5924 Royal Lane, Suite 100,250, Dallas, Texas 75248.
DOUGHERTY’S PHARMACY, INC.
This Proxy is Solicited on Behalf of the Board of Directors
James C. Leslie is hereby constituted and appointed the lawful attorneysattorney and proxiesproxy of the undersigned, with full power of substitution, to vote and act as proxy with respect to all shares of common stock of ASCENDANT SOLUTIONS,DOUGHERTY’S PHARMACY, INC. (“the Company”(the “Company”) standing in the name of the undersigned on the books of the Company at the close of business on April 27, 2007,13, 2018, at the Annual Meeting of Stockholders to be held at 8343 Douglas Ave, Dallas, Texas 75225 in the Addison Conference Centre, 15650 Addison Road, Addison, Texas 75001Lone Star conference room on the lower level, at 2:001:30 P.M., local time on Thursday, June 14, 2007,Wednesday, May 16, 2018, or any adjournment thereof, as follows:
PROPOSAL 1: The election of one Class | duly elected and qualified. | |||||
| TROY PHILLIPS | |||||
PROPOSAL 2: To ratify the Company’s appointment of Whitley Penn LLP to | be the Company’s independent registered public accounting firm for fiscal year 2018. | |||||
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR“FOR” PROPOSAL 1: THE ELECTION OF ANTHONY J. LEVECCHIO AND WILL CURETONTROY PHILLIPS AS A CLASS B DIRECTORS, FORA DIRECTOR, “FOR” PROPOSAL 2: TO RATIFY THE COMPANY’S APPOINTMENT OF HEIN & ASSOCIATESWHITLEY PENN LLP TO BE THE COMPANY’S INDEPENDENT AUDITORREGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2007,2018, AND IN THE PROXIES’PROXY’S DISCRETION ON ANY OTHER MATTERS COMING BEFORE THE MEETING.
Please sign proxy as name appears thereon. Joint owners should each sign personally. Trustee and others signing in a representative capacity should indicate the capacity in which they sign.
Date: | , |
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. | |
Stock Owner Signature | |
Stock Co-Owner Signature if held jointly |