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).
| (2) | Includes 55,000 shares held byMark Heil, resigned from his role effective January 17, 2018 at which time, James C. Leslie as custodian for minor children.assumed the role of Interim President and Chief Financial Officer. |
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.
(3) | Represents 3,500,000 shares owned of record by CLB. Mr. Cureton's address is 16250 Dallas Parkway, Suite 201, Dallas, Texas 75248. |
(4) | Includes 450,000 shares of common stock that may be acquired upon exercise of currently exercisable stock options. |
SECTIONSECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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.
COMPENSATION DISCUSSION AND ANALYSIS
Ascendant Solutions' executive compensation program is administered by the Compensation Committee of the Board of Directors. The Compensation Committee, which is composed of non-employee directors, is responsible for approving and reporting to the Board on all elements of compensation for the elected corporate officers. The Compensation Committee did not have any formal meetingswere due 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.
In December 2001, the Company revised its strategic direction to seek acquisition possibilities throughout the United States, make acquisitions or enter into other business endeavors. As a result of two acquisitions in 2004 and other investment activity, the Company will evaluate its need to hire additional executive officers in fiscal 2007 and beyond. To the extent that the Company makes a determination to hire additional executive officers, a compensation package will be offered that is consistentconnection with the policies of the Compensation Committee. The general policies of the Compensation Committee are set forth below.
Objectives of Compensation Programs
Our goal is to attract, retain and reward highly competent and productive executive officers by ensuring that the total compensation packages for our executive officers are fair, reasonable and competitive. Currently, David E. Bowe, President and Chief Executive Officer, Michal L. Gayler, Interim Chief Financial Officer, and Gary W. Boyd, past Vice President-Finance and Chief Financial Officer, are our only named executive officers. In September 2006, Mr. Boyd resigned from the Company and Mr. Gayler was appointed to serve as the Company’s Interim Chief Financial Officer.
We expect that any future executive officers of the Company would be eligible to receive compensation packages that include a mix of base salary and long-term incentive opportunities and other employee benefits. The compensation arrangements for our named executive officers are designed to satisfy two core objectives:
retain, motivate and attract executives of the highest quality in key positions in the various business segmentseffectiveness of our company; and
align the interests of the named executive officers with those of our stockholders by rewarding performance above our established goals, with the ultimate objective of improving stockholder value.
Furthermore, we believe that the long-term success of our Company requires that our named executive officers make decisions that in the short-term may not contribute to our financial performance, but will prepare our Company for the future. We, therefore, do not look solely at short-term financial achievements in determining appropriate compensation for our named executive officers but take into account their long-range planning.
Elements of Compensation
Our named executive officer compensation packages currently consist of base salary and equity incentive compensation which are intended to provide our named executive officers with aggregate compensation packages that satisfy the core objectives set forth above. At this time, we do not provide named executive officers with any supplemental retirement benefits, qualified pension plans or deferred compensation plans other than the 401(k) plan to which the named executive officers may contribute.
Determination of Compensation
The Compensation Committee has primary authority for determining the compensation awards to be made to our executive officers. The Compensation Committee annually determines the total compensation levels for our executive officers by considering several factors, including each executive officer’s role and responsibilities, how the executive officer is performing against those responsibilities, and our performance.
The Compensation Committee has elected not to retain an independent compensation consultant to advise the Compensation Committee on executive compensation policies and practices.
Base Salary
We establish base salaries that are sufficient, in the judgment of the Board of Directors, to retain and motivate our named executive officers. In determining appropriate salaries, we consider each named executive officer’s scope of responsibility and accountability within our Company and review the named executive officer’s compensation, individually and relative to other officers. Changes in compensation are typically based on the individual's performance, Ascendant Solutions' financial performance, and the competitive marketplace. Currently, we do not utilize any formal mathematical formula or objective thresholds in determining base salary adjustments. We believe that strict formulas restrict flexibility and are too rigid as the Company continues working through its acquisition and other business strategies.
In June 2006, Mr. Bowe’s annual salary was increased from approximately $100,000 to $150,000 annually and Mr. Boyd’s annual salary was increased from approximately $150,000 to $180,000 annually. Mr. Gayler is not a salaried employee.
Equity Incentive Compensation
We believe that our equity incentive compensation arrangements are an important factor in developing an overall compensation program that aligns the interests of our named executive officers with those of our stockholders. We generally award shares of restricted stock to executive officers and other key employees at the time of initial employment, at promotion and at discretionary intervals thereafter. Grants of restricted stock vest over a period of years in order to serve as an inducement for the named executive officers to remain in the employ of our Company. It is contemplated that we will continue to offer restricted stock as the principal component of our equity compensation arrangement for our named executive officers.
The number of shares of restricted stock awarded to our named executive officers is established by the Compensation Committee in consultation with our CEO, taking into account a number of factors, including the position, job performance and overall responsibility of each named executive officer. Since the value of the restricted stock granted to our named executive officers is based upon the price of our shares, the Compensation Committee believes that the restricted stock program is a significant incentive to our named executive officers to continue to build shareholder value. The Compensation Committee also believes that the multi-year vesting periods for the restricted stock will be helpful in linking equity compensation to long-term performance.
The Company has two plans from which it may make equity incentive awards:
1999 Long-Term Incentive Plan. The purpose of the 1999 Long-Term Incentive Plan is to promote our interests and the interests of our stockholders by using common stock to attract, retain and motivate eligible persons, to encourage and reward their contributions to the performance of Ascendant Solutions, and to align their interests with the interests of our stockholders. Our directors, officers, employees, consultants and advisors are eligible to receive grants under this plan. With respect to all of our employees other than directors and executive officers, the Compensation Committee has the authority to administer the plan, including the discretion to determine which eligible persons will be granted stock options, the number of shares subject to options, the period of exercise of each option and the terms and conditions of such options. The entire board of directors administers the plan for directors and executive officers. No grants of stock options were made during fiscal 2006 to the executive officers pursuant to the 1999 Long-Term Incentive Plan.
2002 Equity Incentive Plan. The purpose of the 2002 Equity Incentive Plan is to provide a means by which selected employees of and consultants to the Company and its subsidiaries may be given an opportunity to acquire an equity interest in Ascendant Solutions. Our employees, officers, directors, consultants and other persons are deemed to have contributed or to have the potential to contribute to our success. The 2002 Equity Incentive Plan is administered by our Compensation Committee or in its absence, by the Board During 2006, 117,270 shares of restricted stock were issued to directors under the 2002 Equity Incentive Plan as part of their compensation for serving as members of the board of directors and its committees. Also, 10,000 shares of restricted stock were issued to Gary Boyd, former Vice President - Finance and Chief Financial Officer, as part of his compensation.
No grants under the 1999 Long-Term Incentive Plan or the 2002 Equity Incentive Plan were made to our named executive officers during fiscal 2006.
Stock Option Grant Practices
While we do not currently grant stock options to our executive officers, we have previously used stock options as part of our overall compensation program and may do so in the future. Awards of options are approved by the Board or the Compensation Committee. It is the general policy of the Company that the grant of any stock options to eligible employees occurs without regard to the timing of the release of material, non-public information. Under the Company’s 2002 Equity Incentive Plan, the exercise price of options is determined by the plan administrator, and options may generally be granted at an exercise price that is greater than or less than the fair market value (as defined in the 2002 Equity Incentive Plan) of the common stock at the date of grant.
Stock Ownership
We do not currently have any stock ownership guidelines or requirements in place for our named executive officers. However, we anticipate that the issuance of restricted shares to our named executive officers and other executives will over time increase the number of shares of Company stock held by them. The ownership of actual shares should further serve to align the interests of the named executive officers and other executives with our stockholders.
Perquisites and Employee Benefits
Effective January 1, 2005, the Company established a new 401(k) plan to cover all of its employees, and it terminated the old 401(k) plans related to the acquired entities, CRESA Partners of Orange County, LP (“CPOC”) and Dougherty’s Holdings and Subsidiaries (“DHI”). The terms of the new plan are substantially the same as the terms of the 401(k) plans of its acquired subsidiaries.
Our named executive officers are eligible to participate in all of our employee benefit plans, such as our 401(k) Plan and medical, dental, and group life insurance plans, in each case on the same basis as our other employees. In 2006, in addition to providing medical, dental, and group life insurance to our named executive officers, we also contributed to the 401(k) Plan accounts of each of our named executive officers. Our Company has the option to match employee’s contributions to the 401(k) plan in an amount and at the discretion of the Company. During the year ended December 31, 2006, the Company made matching contributions of approximately $24,878 to the new 401(k) plan to employees of CPOC. None of such contributions were for the accounts of our named executive officers.
Pension Benefits
The Company does not have a pension or retirement plan other than the 401(k) plan (described above).
Executive Compensation
David E. Bowe. Mr. Bowe's salary is not currently covered by an employment agreement however, in March 2002, the Board approved a salary in the amount of approximately $100,000 be paid to Mr. Bowe. In March 2002, the Company granted to Mr. Bowe 600,000 performance-based options under its 1999 Long-Term Incentive Plan for an exercise price of $0.24 per share and 425,000 shares of restricted stock under the Company's 2002 Equity Incentive Plan at $0.24 per share. The award of these performance-based options and restricted stock to Mr. Bowe was made, in part, in light of a reduction in salary paid to Mr. Bowe that was made to reduce corporate cash expenses. No grants under the 1999 Long-Term Incentive Plan or the 2002 Equity Incentive Plan were made to Mr. Bowe during fiscal 2006.
During the calendar year 2006, the Compensation Committee determined and the Board agreed to increase Mr. Bowe’s base salary from approximately $100,000 to $150,000. When evaluating Mr. Bowe's contributions to the Company for the past fiscal year the Compensation Committee considered, among other things, the performance of the Company’s recent acquisitions, its investments, and the continued pursuit of other acquisitions and investment opportunities.
Michal L. Gayler. Mr. Gayler is an Interim Chief Financial Officer and works on a contract basis. During September though December of 2006, he was paid approximately $57,499. Mr. Gayler is paid based on hours worked and is compensated at the rate of $95 per hour. Mr. Gayler is not considered an employee of the Company and acts as an independent contractor. The Company does not provide Mr. Gayler with any health or major medical benefits.
Mr. Gayler served as a business consultant to the Company from May 2005 to September 2006. For hourly consulting services rendered during fiscal year 2005, the Company paid Mr. Gayler a total of $1,211, Fairways Equities LLC, an affiliate of the Company, paid Mr. Gayler a total of $53,570 and Dougherty’s Holdings, Inc., a subsidiary of the Company, paid Mr. Gayler a total of $24,341. For hourly consulting services rendered from January 1, 2006 through August 31, 2006 the Company paid Mr. Gayler a total of $1,069 and Fairways Frisco, L.P., an entity in which the Company is a limited partner, paid Mr. Gayler a total of $39,877.
No grants under the 1999 Long-Term Incentive Plan or the 2002 Equity Incentive Plan were made to Mr. Gayler during fiscal 2006.
Gary W. Boyd. When Mr. Boyd was hired in October 2004, the Board approved an annual salary in the amount of approximately $150,000 be paid to Mr. Boyd, a signing bonus of $15,000 and a grant of 50,000 shares of restricted stock, such shares vesting equally over a period of three years on the anniversary date of Mr. Boyd's Restricted Stock Agreement.
In 2006, Mr. Boyd received an increase from his annual salary from approximately $150,000 to $180,000 and received 10,000 shares of restricted stock; this was determined by the Compensation Committee and agreed on by the Board.
Mr. Boyd resigned in September 2006. At that time, the remaining unvested shares of Mr. Boyd’s restricted stock, 43,334 shares, became vested for consulting with us for one year following his departure. No grants under the 1999 Long-Term Incentive Plan were made to Mr. Boyd during fiscal 2006.
Form 10 Registration Statement.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
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.
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
awarded certain performance-based optionsadopted the RSU Incentive Plan. The plan has not been approved by the stockholders. Under the plan the Company can award RSUs to employees and non-employee directors and consultants pursuant to restricted stock agreements contingent upon continuous service. Under the restricted stock agreements, the restricted shares will vest annually over a four-year period and will be payable in part, in exchangestock, valued at the fair market value on the grant date. There is not a limit on the number of shares that can be issued from the plan and shares are issued from available common stock. As of December 31, 2017, there were 50,000,000 shares authorized, 24,003,310 shared issued and 22,973,310 shares outstanding. The Board considers the number of shares outstanding adequate for purposes of administering the reduction in salary to be paid to him.
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 |
| | | | | | | | | | |
(1) | All of the stock awards are restricted. |
(2) | Represents an increase in June of Mr. Bowe’s annual salary, from approximately $100,000 to $150,000 annually, for the fiscal year ended December 31, 2006. Mr. Bowe did not receive director compensation. |
(3) | Represents the amount of matching contribution made by us in such fiscal year under our 401(k) Plan and in which our employees participated. |
(4) | Mr. Gayler is paid on a contract basis as an Interim Chief Financial Officer. His salary represents payment from September to December 2006. |
(5) | Represents an increase in May of Mr. Boyd’s annual salary, from approximately $150,000 to $180,000, and his departure from the Company in September 2006, for the fiscal year ended December 31, 2006. |
(6) | Mr. Boyd was granted 10,000 and 50,000 shares of restricted common stock in 2006 and 2004, respectively, which would vest in three equal annual installments. Effective September 2006, all of Mr. Boyd’s restricted common stock became 100% vested for consulting with us for one year following his departure. As a result, the Company recognized an expense of $12,183 during 2006 related to this acceleration of vesting of the restricted stock. |
(7) | Represents the portion of Mr. Boyd’s annual salary for the fiscal year ended December 31, 2004 since his employment commenced in October 2004. |
December 31, 2017, the following shares had been issued under the 2013 RSU Plan.
| 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 Year
There were no option grants during the fiscal year endedAs of December 31, 2006.2017, the Company does not currently have a stock option plan and there are no outstanding options.
Aggregated Option ExercisesVested 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 | -- | -- | $0.24 | 3/14/2012 | -- | -- | -- | -- |
| | | | | | | | | | |
Michal L. Gayler Interim Chief Financial Officer | -- | -- | -- | -- | -- | -- | -- | -- | -- |
| | | | | | | | | | |
Gary W. Boyd Former Vice President -Finance and Chief Financial Officer | -- | -- | -- | -- | -- | -- | -- | -- | -- |
| | | | | | | | | | |
December 31, 2017.| OUTSTANDING EQUITY AWARDS AT YEAR-END |
| | | Stock Awards | |
| | | Equity Incentive Plan Awards | |
| | | Number of
Unearned Units
That Have Not
Vested | | | Market or
Payout Value of
Unearned Units
That Have Not
Vested | |
| Name | | (#) | | | ($) | |
| 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 |
COMPENSATION COMMITTEE REPORT
Compensation Committee Report
The information contained in the Compensation Committee Report shall not be deemed to be "soliciting material" or to be "filed" with SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates it by reference into such filing.
The Compensation Committee of Ascendant Solutions, Inc. has reviewed and discussed with management the Compensation Discussion and Analysis for fiscal 2006. Based on the review and discussions, the Compensation Committee recommended to the Board of Directors, and the Board of Directors has approved, that the Compensation Discussion and Analysis be included in Ascendant Solutions, Inc.’s Proxy Statement for its 2007 Annual Meeting of Stockholders.
This report is submitted by the Committee.
Compensation Committee
Curt Nonomaque, Chairman
Anthony J. LeVecchio
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Board has appointed a Compensation Committee consisting of Curt Nonomaque and Anthony J. LeVecchio. The Compensation Committee had no meetings in person during 2006, but met once by unanimous consent; 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 Ascendant Solutions 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 and David E. Bowe participated in the board's deliberations concerning executive compensation. James Leslie did not receive an increase in compensation, although David E. Bowe and Gary Boyd both received increases in their compensation in 2006.
CERTAIN2017. | 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
During the fourth quarter of 2003, theThrough 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.
Mr. James C. Leslie, the Company’s Chairman, controls, and Mr. Will Cureton, one of the Company’s directors, is indirectly a limited partner in the entity that owns the building in which the corporate office space is sub-leased by Ascendant and DHI. The Company considers all of these leases to be at or below market terms for comparable space in the same building. BeginningThe Company pays certain operating expenses of the other entities and records receivables due from these entities. The Company pays shared office costs of $2,000 through June 2017; $1,000 through December 31, 2017 and $500 thereafter to the entity controlled by the Chairman and records payable due to this entity. At December 31, 2017 and 2016, the Company had net receivables due from these affiliates totaling approximately $6,000 and $12,000, respectively. The receivables due from affiliates are classified in current assets based on March 16, 2005the agreements with the affiliates for repayment.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.
During the year ended December 31, 2006,2017 and 2016, the Company paid fees to its directors of $2,500 in exchange$49,000 and $56,000, respectively for their roles as members of the boardBoard of directorsDirectors and its related committees. During 2006, the Company issued 99,770 shares of restricted stockFees paid to a director in lieu of cash fees for his role as members of the board of directors and its related committees for the year ended December 31, 2006. These restricted shares vested ratably over the three month period after the date of issuance. In July 2006, the Company issue 7,500 share of restricted stock to a director, for his annual restricted stock grant, which vests ratably over a three year period from the date of issuance. In July 2006, the Company issued 10,000 share of restricted stock to a newly elected director as his initial grant of restricted stock. This initial grant of restricted stock also vests ratably over a three year period from the date of issuance.
The Company acquired CPOC on May 1, 2004 and in connection with that acquisition, it assumed a $500,000 note payable to Kevin Hayes, who is currently the Chairman of CPOC, and it entered into the Acquisition Note with Mr. Hayes. During the period from January 1, 2006 to June 2006, CPOC paid approximately $1,108,000 to Mr. Hayes for principal and interest under the assumed note and the Acquisition Note. In June 2006, ASDS entered into a credit agreement with First Republic Bank for a $5.3 million term note. The proceeds from the term note were used to retire the outstanding balance owed to Kevin Hayes under the Acquisition Note pursuant to the acquisition of CPOC in 2004 by the Company (through ASDS). The Acquisition Note was retired at a discount of approximately $100,000 to its outstanding principal balance of $5,400,000.
Mr. Leslie, the Company’s Chairman
also serves as an advisor to the Board of Directors of CRESA Partners, LLC, a national real estatetotaled $120,000 for management and other services
firm. Also, Kevin Hayes, the Chairman of CPOC served as the Chief Executive Officer of CRESA Partners, LLC from October 2005 to September 2006. Both Capital Markets and CPOC have entered into licensing agreements with CRESA Partners, LLC. During 2006, Capital Markets and CPOC paid approximately $339,662 combined to CRESA Partners, LLC.provided.In March 2006, CPOC purchased a minority interest of approximately 2.7% in CRESA Partners, LLC. The amount paid for this investment was approximately $160,000 and is accounted for under the cost method of accounting for investments. CPOC is a licensee of CRESA Partners, LLC.
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.
Effective September 1, 2005, Capital Markets entered into an advisory services agreement with Fairways Equities whereby Fairways Equities will provide all of the professional and administrative services required by Capital Markets. In exchange, Capital Markets will pay Fairways Equities an administrative fee of 25% of gross revenues and a compensation fee of 40% of gross revenues, as compensation to the principals working on the transaction that generated the corresponding revenues. Under the terms of the agreement, Fairways Equities assumed all of the administrative expenses, including payroll, of Capital Markets. Fairways Equities will only receive payments under the agreement if the Fairways Members close a real estate capital markets advisory transaction that generates revenue for Capital Markets. The impact of this agreement on Capital Markets is that it will have no administrative expenses or cash requirements unless it closes a revenue generating transaction. The principals in Capital Markets are also the four members of Fairways Equities. During the year ended December 31, 2006, Capital Markets paid compensation fees to Fairways Equities under the advisory services agreement of approximately $262,000.
The Company has made cumulative cash investments of $1.22 million for limited partnership interests in Fairways Frisco, L.P. Fairways Frisco is the majority limited partner in the Frisco Square mixed-use real estate development in Frisco, Texas. The general partner of Fairways Frisco is Fairways Equities, which is an affiliate of the Company. Additionally, the Fairways Members, or certain of their affiliates, have purchased limited partnership interests in Fairways Frisco on the same terms as the interests purchased by the Company.
Pursuant to a Consultant Agreement, Mr. Michal L. Gayler, the Company’s Interim Chief Financial Officer, has served as a business consultant to the Company since May 2005 through his consulting firm, GaylerSmith Group, LLC. For hourly consulting services rendered during fiscal year 2005, the Company paid Mr. Gayler a total of $1,211, Fairways Equities LLC, an affiliate of the Company, paid Mr. Gayler a total of $53,570 and Dougherty’s Holdings, Inc., a subsidiary of the Company, paid Mr. Gayler a total of $24,341. For hourly consulting services rendered from January 1, 2006 through August 31, 2006, the Company paid Mr. Gayler a total of $1,069 and Fairways Frisco, L.P., an entity in which the Company is a limited partner, paid Mr. Gayler a total of $39,876. During September though December of 2006, he was paid approximately $57,499. Pursuant to his existing agreement with the Company, Mr. Gayler is paid based on hours worked and will continue to be compensated at the rate of $95 per hour. If GaylerSmith Group, LLC introduces a possible acquisition target to the Company and/or the Company specifically requests that GaylerSmith Group, LLC assist with the review of a possible target, the diligence related to such a proposed acquisition or raising capital required to accomplish such an acquisition and such targeted company is ultimately acquired, the Company will pay to the GaylerSmith Group, LLC a transaction fee equal to three percent of the aggregate consideration paid by the Company up to $5,000,000 plus one percent of the aggregate consideration paid by the Company in excess of $5,000,000. The aggregate consideration shall be deemed to be the total amount received by the acquired company and its stockholders upon consummation of the acquisition (including any debt or capital lease obligations assumed, extinguished or discharged), plus, in the case of an acquisition of assets, the net value of any operating current assets not sold by the acquired company. Mr. Gayler is not considered an employee of the Company and acts as an independent contractor.
See “Corporate Governance, Related Party Transactions Committee” for information on the policies and procedures for review and approval of related party transactions.
The following performance graph comparestransactions, and the performanceBoard deals with each situation on an individual basis with a majority vote of the Ascendant Solutions common stockBoard required in order to the NASDAQ Composite Index, a New Industry Peer Group and an Old Industry Peer Group, selected in good faith, for the period from December 31, 2001, through December 31, 2006. The graph assumes that the value of the investment in our common stock and each index was $100.00 at December 31, 2001, and that all dividends were reinvested. We have not paidapprove any dividends. Performance data is provided for the last trading day closest to each calendar year end.
On May 11, 2001, Ascendant Solutions' stock was delisted from The NASDAQ Global Market for failure to satisfy the minimum bid price requirement for continued listing set forth in NASDAQ Marketplace Rule 4450(a) or (b) and commenced trading on the OTC Bulletin Board. Effective June 25, 2003, our stock was delisted from the OTC Bulletin Board for failure to comply with NASD Rule 6530, as a result of our failure to timely file our Form 10-Q for the period ended March 31, 2003. Effective June 25, 2003, our common stock became eligible for trading on the National Quotation Bureau's "Pink Sheets," under the symbol "ASDS". We reapplied for listing on the OTC Bulletin Board and recommenced trading effective September 18, 2003.
| | Cumulative Total Return
|
| | 12/01
| 12/02
| 12/03
| 12/04
| 12/05
| 12/06
|
| | | | | | | |
Ascendant Solutions, Inc.
| | 100.00
| 262.07
| 248.28
| 689.66
| 413.79
| 255.17
|
NASDAQ Composite
| | 100.00
| 71.97
| 107.18
| 117.07
| 120.50
| 137.02
|
Peer Group (1)
| | 100.00
| 84.77
| 125.58
| 134.69
| 154.72
| 199.77
|
(1) | The Peer Group consists of Misc. Financial Services (25 companies). A list of the companies in the Peer Group will be furnished upon request to the Susan K. Olson, Secretary, Ascendant Solutions, Inc. at 16250 Dallas Parkway, Suite 100, Dallas, Texas 75248. |
AUDITsuch related party transaction.AUDIT COMMITTEE REPORT
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.
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.
PROPOSALPROPOSAL 2. RATIFICATION
TO RATIFY THE COMPANY’S APPOINTMENT OF SELECTION OFWHITLEY PENN LLP TO BE THE COMPANY’S INDEPENDENT
REGISTERED REGISTERED PUBLIC ACCOUNTING FIRM
FOR FISCAL YEAR 2018.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.
2018.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
FOR approval and ratification of such selection.
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.
Fees Paid to Hein & Associates LLP
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 | |
2016.| | | 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 Form 10-K Annual Report,10 Registration Statement, review of financial statements included in our 2017 Form 10-Q Quarterly Reports and services that are normally provided by the independent auditors in connection with statutory and regulatory filings or engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements and the preparation of an annual "management letter" on internal control matters.
Audit-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.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
Whitley Penn LLP are expected to be in attendance at the Meeting and will be afforded the opportunity to make a statement. The
following table provides certain information regarding our equity compensation plans in effectrepresentatives will also be available to respond to appropriate questions.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 |
ANNUAL MEETING ADVANCE NOTICE REQUIREMENTSStockholder Proposals. Our bylaws provide that stockholder proposals and director nominations by stockholders may be made in compliance with certain advance notice, informational and other applicable requirements. With respect to stockholder proposals (concerning matters other than the nomination of directors), the individual submitting the proposal must file a written notice with the Susan K. Olson, Secretary, Ascendant Solutions, Inc. at 16250 Dallas Parkway, Suite 100, Dallas, Texas 75248 setting forth certain information, including the following:
2018.· | a brief description of the business desired to be brought before the meeting and the reasons for conducting that business at the meeting;12 | |
· | the name and address of the proposing stockholder; |
· | the number of shares of common stock beneficially owned by the proposing stockholder; and |
· | any material interest of the proposing stockholder in such business. |
The noticeSTOCKHOLDER 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.
Board Nominations. A stockholder may recommend a nominee to become a directorproposal in the 2019 proxy statement.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
written notice setting forth certain information, including the following:
As to each person whom the stockholder proposes to nominate:
· | the name, age, business address and residence of the person; |
· | the principal occupation or employment of the person; |
· | the number of shares of common stock beneficially owned by the person; and |
· | any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to the rules of the SEC. |
AsCompany. In addition to the proposing stockholder:
· | the name and record address of the proposing stockholder; and |
· | the number of shares of common stock beneficially owned by the proposing stockholder. |
Such notice must be receivedsolicitation by mail, officers and employees of the Secretary pursuantCompany may solicit Proxies by telephone, telefax or personally, without additional compensation. The Company may also make arrangements with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation materials to the same advance notice requirements that apply to stockholder proposals set forthbeneficial owners of shares of Common Stock held of record by such persons, and the Company may reimburse such brokerage houses and other custodians, nominees and fiduciaries for their out-of-pocket expenses incurred in the preceding section.
Generally. Our annual meetings are customarily held during May each year. Copies of our bylaws are available upon written request made to the Secretary of Ascendant Solutions at the above address. The requirements described above do not supersede the requirements or conditions established by the SEC for stockholder proposals to be included in our proxy materials for a meeting of stockholders. The Chairman of the meeting may refuse to bring before a meeting any business not brought in compliance with applicable law and our bylaws.
OTHERconnection therewith.OTHER MATTERS
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.
ASCENDANT SOLUTIONS,DOUGHERTY’S PHARMACY, INC.
This Proxy is Solicited on Behalf of the Board of Directors
David E. Bowe and Susan K. Olson areJames 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:
1.ELECTION OF DIRECTORS:
|
£FOR THE NOMINEE LISTED BELOW
| £WITHHOLD my vote for the nominee to the left
| |
Nominee - Anthony J. LeVecchioPROPOSAL 1: The election of one Class BA Director to hold office until the 20102021 Annual Meeting of Stockholders and until his successor has been elected. | | duly elected and qualified. |
£☐FOR THE NOMINEE LISTED BELOW
TROY PHILLIPS | £☐WITHHOLD my vote for the nominee to the left
| TROY PHILLIPS |
Nominee - Will Cureton Class B DirectorPROPOSAL 2: To ratify the Company’s appointment of Whitley Penn LLP to hold office until 2010 Annual Meeting and until his successor has been elected.
| | be the Company’s independent registered public accounting firm for fiscal year 2018. |
| | |
| |
2.APPOINTMENT OF HEIN & ASSOCIATES LLP TO BE THE COMPANY’S INDEPENDENT AUDITORS FOR FISCAL YEAR 2007:
| |
£FOR
| £AGAINST
| £ABSTAIN
|
| | |
|
3.PROPOSAL 3:In theirhis discretion, the proxies areproxy is authorized to vote upon such other business as may properly come before the meeting or any adjournment thereof.
|
| | | |
(To be signed on reverse side)
| | |
(Continued from other side)
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.
In their discretion, the Proxies are authorized to vote upon any other matter that may properly come before the Annual Meeting of Stockholders or any adjournment thereof.
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: | , 20072018 |
| | |
| | PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. |
| | |
| | |
| | Stock Owner Signature |
| | |
| | |
| | Stock Co-Owner Signature if held jointly |
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