| | Number of Securities Underlying Unexercised Options At Fiscal Year-End (#) | | Value of Unexercised In-The-Money Options At Fiscal Year-End ($) (1) | |
Name | | Exercisable | | Unexercisable | | Exercisable | | Unexercisable | |
William G. Miller | | | - | | | - | | $ | - | | $ | - | |
Jeffrey I. Badgley | | | 60,200 | | | 75,000 | | | 467,340 | | | 898,500 | |
Frank Madonia | | | 32,900 | | | 22,500 | | | 198,940 | | | 269,550 | |
J. Vincent Mish | | | 16,400 | | | 22,500 | | | 198,940 | | | 269,550 | |
____________________
(1) | As required by the rules of the SEC, the value of unexercised in-the-money options for the Common Stock is calculated based on the closing sale price on the NYSE as of December 30, 2005, which was $20.29 per share.Compensation Committee Paul E. Drack A. Russell Chandler, III Richard H. Roberts |
Employment Contracts, Termination of EmploymentCompensation Committee Interlocks and Change-in-Control ArrangementsInsider Participation
In December 2002,During 2006, the Company entered into an employment agreement with Mr. Mish. The employment agreement provides for a rolling three-year term, extended automatically asCompensation Committee was comprised of each annual shareholders’ meeting such that the remaining termMessrs. Chandler, Drack and Roberts, all of the employment agreement is three years as of that date. Notwithstanding the foregoing, the term of the agreement ends on Mr. Mish’s 65th birthday. The employment agreement provides for a base salary of $175,000, subject to annual review by the Board of Directors. Additionally, Mr. Mish may participate in any bonus plans or other benefits generally available to executive officers of the Company. The Company may terminate Mr. Mish pursuant to this employment agreement for any reason upon written notice. However, if termination is for other than “just cause” (as defined in the employment agreement), 100% of Mr. Mish’s options on Company stock granted pursuant to the Company’s Stock Option and Incentive Plan will vest and become immediately exercisable, and the Company must pay Mr. Mish his current base salary plus bonuses and health and life insurance benefits for a period of three years, or until the end of the term of the employment agreement, whichever is shorter. Finally, the employment agreement also provides for non-competition and confidentiality during employment and for a period ending two years from termination or expiration of the employment agreement (or one year if termination occurs pursuant to a change in control).whom were non-employee, independent directors.
In September 1998, the Company entered into employment agreements with Messrs. Badgley and Madonia. Each employment agreement provides for a rolling three-year term, extended automatically each day for an additional day such that the remaining term of each employment agreement is three years. However, on each individual’s 62nd birthday, the employment agreement ceases to extend automatically, and instead terminates three years from that date. The employment agreements provide for base salaries of $200,000 to Mr. Badgley, and $165,000 to Mr. Madonia, each subject to annual review by the Board of Directors. Additionally, each individual may participate in any bonus plans or other benefits generally available to executive officers of the Company. The Company may terminate Messrs. Badgley or Madonia pursuant to their respective employment agreements for any reason upon written notice. However, if termination is for other than “just cause” (as defined in the employment agreements), 100% of the terminated individual’s options on Company stock granted pursuant to the Company’s Stock Option and Incentive Plan will vest and become immediately exercisable, and the Company must pay the terminated individual his current base salary plus bonuses and health and life insurance benefits for a period of three years, or until the end of the term of the employment agreement, whichever is shorter. Finally, each employment agreement also provides for non-competition and confidentiality during employment and for a period ending two years from termination or expiration of the employment agreement (or one year if termination occurs pursuant to a change in control as defined in each individual’s change in control agreement described below).
Summary Compensation Table for 2006
The following table sets forth the compensation awarded to, earned by, or paid by the Company during the year ended December 31, 2006 to, the Company’s Co-Chief Executive Officers, Chief Financial Officer and the Company’s other most highly compensated executive officer (who are referred to together as the Company’s named executive officers).
Name and Principal Position | | Year | | Salary (1) | | Bonus (2) | | Option Awards (3) | | All Other Compensation (4) | | Total | |
| | | | | | | | | | | | | |
William G. Miller Chairman and Co-Chief Executive Officer | | 2006 | | $ | 180,007 | | $ | - | | $ | - | | $ | - | | $ | 180,007 | |
| | | | | | | | | | | | | | | | | | |
Jeffrey I. Badgley President and Co-Chief Executive Officer | | 2006 | | $ | 291,203 | | $ | 60,600 | | $ | 90,529 | | $ | 5,629(5 | ) | $ | 447,961 | |
| | | | | | | | | | | | | | | | | | |
Frank Madonia Executive Vice President, Secretary and General Counsel | | 2006 | | $ | 203,702 | | $ | 40,600 | | $ | 27,159 | | $ | 4,564(5 | ) | $ | 276,025 | |
| | | | | | | | | | | | | | | | | | |
J. Vincent Mish Executive Vice President and Chief Financial Officer | | 2006 | | $ | 191,202 | | $ | 40,600 | | $ | 27,159 | | $ | 3,739(5 | ) | $ | 262,700 | |
| | | | | | | | | | | | | | | | | | |
____________________
In September 1998, the Company entered into change(1)Base salary paid to officers in control agreements with Messrs. Badgley and Madonia. Each change in control agreement provides for a rolling three-year term, extended automatically each day for an additional day such that the remaining term of each employment agreement is three years. However, on each individual’s 62nd birthday, the employment agreement ceases to extend automatically, and instead terminates three years from that date. Upon termination within 6 months prior to or 2 years after a change in control (as defined in each respective change in control agreement), Messrs. Badgley and Madonia are entitled to payment of then current salary, plus bonuses and incentives, and health and life insurance coverage for a period of three years following termination.2006.
(2)Discretionary cash bonus awarded in respect of the performance of the named executive officer and the performance of the Company during 2006.
(3)Amounts represent compensation costs recognized by the Company during 2006 for financial statement reporting purposes under FAS 123R, based on the valuation of option awards granted in 2006 and prior years utilizing assumptions discussed in Note 2 to the Company’s audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006.
(4)No amounts are indicated for perquisites and personal benefits as the value provided did not exceed $10,000 for any named executive officer.
(5)Amount represents the Company’s contribution to the named executive officer’s 401(k) plan under the plan’s matching program.
Additional Discussion of Material Items in Summary Compensation Table for 2006
The Company’s executive compensation policies and practices, pursuant to which the compensation set forth in the Summary Compensation Table for was paid or awarded, are described above under “Compensation Discussion and Analysis.” A summary of certain material terms of the Company’s compensation plans and arrangements is set forth below.
Employment Agreements with Named Executive Officers
William G. Miller. In July 1997, the Company entered into an employment agreement with Mr. Miller whichthat provides for a base salary as agreed to by the Company and Mr. Miller from time to time, but which shall in any event be substantially the same as the base salary of the Chief Executive Officer of the Company unless Mr. Miller agrees to accept a lower salary. Mr. Miller also receives certain insurance and other benefits as are generally provided by the Company to its executive employees. Mr. Miller'sMiller’s employment agreement is for an indeterminate term and allows Mr. Miller to pursue other business related interests as long as they do not interfere with his duties for the Company. Employment may be terminated by either party upon three years written notice or for “cause,” as defined in the employment agreement. The agreement also provides for non-competition by Mr. Miller for a period ending three years from termination of the agreement if the agreement is terminated because offor a breach byof Mr. Miller.
Compensation Committee Interlocks and Insider Participation
During 2005, the Compensation Committee was comprised of Messrs. Chandler, Drack and Roberts, all of whom were non-employee, independent directors.
Compensation Committee Report on Executive Compensation
Overview. The objectives of the Company’s executive compensation program are to enhance the profitability of the Company, and thus shareholder value, by aligning executive compensation with the Company’s business goals and performance and by attracting, retaining and rewarding executive officers who contribute to the long-term success of the Company. The Company’s general policies on executive officer compensation are administered by the Compensation Committee of the Board of Directors (the “Compensation Committee”); however, the Compensation Committee submits its determinations to the full Board of Directors for its comments and concurrence. It is the responsibility of the Compensation Committee to determine whether the Company’s executive compensation policies are reasonable and appropriate, meet the Company’s stated objectives on executive compensation and effectively serve the best interests of the Company and its shareholders.
In determining the compensation to be paid to the executive officers of the Company, the Compensation Committee considers the Company’s financial performance, its annual budget, its position within its industry sectors, its knowledge of compensation paid to executives of companies of comparable size and complexity, and the compensation policies of similar companies in its business sectors. In addition, the Compensation Committee considers the level of experience and the responsibilities of each executive as well as the personal contributions a particular individual may make to the success of the corporate enterprise. Such qualitative factors as leadership skills, analytical skills, organization development, public affairs and civic involvement have been and will continue to be deemed to be important qualitative factors to take into account in considering levels of compensation.
Historically, the three components of executive officer compensation have been base salary, annual cash bonus and stock options. In addition to the Compensation Committee’s determinations on base salaries and bonuses, the Compensation Committee has administered the Company’s stock option plan, and made recommendations to the Board of Directors regarding the options to be granted to executive officers.
The following report sets forth the Company’s compensation policies for its Named Executive Officers in 2005 and describes the basis on which 2005 compensation determinations were made with respect to the Named Executive Officers.
Jeffrey I. Badgley and Frank Madonia. In September 1998, the Company entered into employment agreements with Messrs. Badgley and Madonia. Each employment agreement provides for a rolling three-year term, extended automatically each day for an additional day such that the remaining term of each employment agreement is three years. However, on each individual’s 62nd birthday, the employment agreement ceases to extend automatically, and instead terminates three years from that date. The employment agreements provide for initial base salaries of $200,000 to Mr. Badgley, and $165,000 to Mr. Madonia, each subject to annual review and adjustment by the Board of Directors. Additionally, each individual may participate in any bonus plans or other benefits generally available to executive officers of the Company. The Company may terminate Messrs. Badgley or Madonia pursuant to their respective employment agreements for any reason upon written notice. However, if termination is for other than “just cause” (as defined in the employment agreements), the individual is entitled to certain benefits described under the heading “Potential Payments Upon Termination or Change in Control” below.
Option GrantsJ. Vincent Mish. AlthoughIn December 2002, the Company entered into an employment agreement with Mr. Mish. The employment agreement provides for a rolling three-year term, extended automatically as of each annual shareholders’ meeting such that the remaining term of the employment agreement is three years as of that date. Notwithstanding the foregoing, the term of the agreement ends on Mr. Mish’s 65th birthday. The employment agreement provides for an initial base salary of $175,000, subject to annual review and adjustment by the Board of Directors. Additionally, Mr. Mish may participate in recent yearsany bonus plans or other benefits generally available to executive officers of the Company. The Company may terminate Mr. Mish pursuant to this employment agreement for any reason upon written notice. However, if termination is for other than “just cause” (as defined in the employment agreement), Mr. Mish is entitled to certain benefits described under the heading “Potential Payments Upon Termination or Change in Control” below.
2005 Equity Incentive Plan
The Company’s shareholder-approved 2005 Equity Incentive Plan is a flexible plan that provides the Compensation Committee with broad discretion to fashion the terms of awards to provide eligible participants with such equity-based incentives as the Committee deems appropriate. It permits the issuance of awards in a variety of forms, including non-qualified stock options have not beenand incentive stock options, stock appreciation rights, restricted stock awards and performance shares. During 2006, no awards were granted to the Company’s named executive officers under the 2005 Equity Incentive Plan.
Contributory Retirement Plan
The Company maintains a contributory retirement plan for all full-time employees with at least 90 days of service. The plan is designed to provide tax-deferred income to the Company’s employees in accordance with the provisions of Section 401(k) of the Internal Revenue Code. The plan provides that each participant may contribute up to 15% of his or her salary. For 2006, the Company historically has used grants of options to better align the interestsmatched 50% of the Company’sfirst 4% of participant contributions. Matching contributions vest over the first five years of employment.
Outstanding Equity Awards at Fiscal Year-End 2006
The following table provides information on the current holdings of stock options by the named executive officers, including both unexercised and employees with the long-term interestsunvested awards. The market value of the Company and its shareholders. Allstock options is based upon the closing market price for the purchaseCompany’s Common Stock as of 500 or more shares generally vestDecember 29, 2006, the last trading day in four equal annual installments, and all options2006, which was $24.00.
| | | | | Number of Shares Underlying Unexercised Options | | | | | | | |
Name | | | Option Grant Date (1) | | | Exercisable | | | Unexercisable | | | Option Exercise Price | | | Option Expiration Date | |
William G. Miller | | | | | | - | | | - | | $ | - | | | - | |
Jeffrey I. Badgley | | | 9/11/1998 | | | 24,000 | | | - | | $ | 20.625 | | | 9/11/2008 | |
| | | 3/26/2004 | | | - | | | 50,000 | | | 8.31 | | | 3/26/2014 | |
Frank Madonia | | | 9/11/1998 | | | 18,000 | | | - | | $ | 20.625 | | | 9/11/2008 | |
| | | 3/26/2004 | | | - | | | 15,000 | | | 8.31 | | | 3/26/2014 | |
J. Vincent Mish | | | 6/26/1998 | | | 1,500 | | | - | | $ | 35.3125 | | | 6/26/2008 | |
| | | 3/26/2004 | | | - | | | 15,000 | | | 8.31 | | | 3/26/2014 | |
____________________
(1)Vesting for the purchase of fewer than 500 shares vesteach listed stock option grant occurs in two equal annual installments. All options are exercisable until the tenth25% increments on each yearly anniversary of the grant date unless otherwise earlier terminated pursuant to the terms of the individual option agreement. In general, the Compensation Committee believes it is important for the non-executive officer employees of the Company to have a long-term equity interestgrant.
Option Exercises and Stock Vested in the Company. During 2005, the Company did not grant options to its executive officers or to its other employees under the Company’s 2005 Equity Incentive Plan.2006
SalariesThe following table provides information, for the named executive officers, on stock option exercises during 2006, including the number of shares acquired upon exercise and Bonus. During 2005, the Compensation Committee reviewed the salariesvalue realized, in each case before payment of allany applicable withholding tax and broker commissions.
Name | | Number of Shares Acquired on Exercise | | Value Realized on Exercise | |
William G. Miller | | | - | | $ | - | |
Jeffery I. Badgley | | | 61,200 | | $ | 902,100.00 | |
Frank Madonia | | | 22,400 | | $ | 414,258.50 | |
J. Vincent Mish | | | 22,400 | | $ | 335,600.00 | |
Potential Payments Upon Termination or Change in Control
The Company is party to employment agreements with each of its named executive officers, and has also entered into change in control agreements with two of its named executive officers. These employment and change in control agreements address, among other things, compensation and benefits that would be paid to the established levels of participation of thosenamed executive officers in the Company’s benefit plans. In its review, the Compensation Committee discussed the performance of the executive officersevent that his employment is terminated for different reasons, including termination for cause or without cause, and termination in connection with Mr. Miller, one of the Company’s Co-Chief Executive Officers, and further considered the compensation packages, employment agreements (as applicable) and existing stock options (as applicable) of each officer and of the Co-Chief Executive Officers. The Committee’s review of executive officer compensation included consideration of individual performance and contribution to the Company, consideration of compensation paid to executive officersa change in companies of similar size in related industries, the financial performance of the Company, and other factors the Committee believed were relevant in making its determination. The Compensation Committee also approved the payment of cash bonuses in 2005 to Messrs. Badgley, Mish and Madonia in the amounts set forth in the Summary Compensation Table in respect of their performance and the performance of the Company.control.
Employment Agreements
William G. Miller. EachThe Company’s employment agreement with Mr. Miller provides that either the Company or Mr. Miller may terminate the agreement for any reason upon three years prior notice, that Mr. Miller may terminate the agreement upon 60 days notice in the event of a change in control, and that the Company may terminate the agreement at any time for “cause,” or if Mr. Miller dies or becomes disabled. Upon any termination of the employment agreement, Mr. Miller will be entitled to receive all compensation due to him through his last day of employment. However, the agreement does not provide for any post-termination payments. Under the employment agreements, “cause” means: (i) willful malfeasance or gross negligence; or (ii) knowingly engaging in wrongful conduct resulting in detriment to the goodwill of the Company or damage to the Company’s relationships with its customers, suppliers or employees. The employment agreement also provides for confidentiality during employment, and for non-competition during employment and for a three-year period from termination if the Company terminates the agreement for cause or Mr. Miller terminates his employment in breach of the agreement.
Jeffrey I. Badgley, Frank Madonia and J. Vincent Mish. The Company’s employment agreements with Messrs. Badgley, Miller, Madonia and Mish is a party to an employment agreementaddress the rights and obligations of the Company in connection with the termination of the executive’s employment in different situations including in connection with a change in control. Under each agreement:
| · | Upon any termination of the executive’s employment, including if the executive terminates his employment voluntarily, or if the Company terminates the executive’s employment for “just cause,” the executive will be entitled to receive all compensation due to him through his last day of employment. |
| · | If the executive’s employment is terminated due to death, the executive’s beneficiary will be entitled to receive, in one lump sum, an amount equal to: (i) 12 months of his then-current base salary; (ii) 12 months of the average monthly bonus earned by him for the three calendar years immediately preceding the year in which his employment is terminated; and (iii) a pro-rated bonus, based on the average monthly bonus earned by him for the three calendar years immediately preceding the year in which his employment is terminated, for the number of days he worked during the year in which his employment is terminated. |
| · | If the executive’s employment is terminated due to disability, all of the executive’s outstanding stock options will vest and become exercisable, the executive (or his beneficiary) will be entitled to receive a lump sum pro-rated bonus (based on the average monthly bonus earned by him for the three calendar years immediately preceding the year in which his employment is terminated) for the number of days he worked during the year in which his employment is terminated, and the executive (or his beneficiary) will be entitled to receive, monthly over a period of 24 months from the last day of employment: (i) his then-current base salary; (ii) the average monthly bonus earned by him for the three calendar years immediately preceding the year in which his employment is terminated; and (iii) continued health and life insurance coverage. |
| · | If the executive’s employment is terminated by the Company without “just cause,” or if the executive’s employment is terminated under circumstances that would entitle him to receive benefits under his change in control agreement (i.e., in connection with a change in control of the Company) with the Company, if any, all of the executive’s outstanding stock options will vest and become exercisable, the executive will be entitled to receive a lump sum pro-rated bonus (based on the average monthly bonus earned by him for the three calendar years immediately preceding the year in which his employment is terminated) for the number of days he worked during the year in which his employment is terminated, and the executive will be entitled to receive, monthly over the shorter of a 36-month period or the remaining term of the employment agreement: (i) his then-current base salary: (ii) the average monthly bonus earned by him for the three calendar years immediately preceding the year in which his employment is terminated; and (iii) continued health and life insurance coverage; provided, that if the executive dies during the post-termination period in which these benefits are being paid, the monthly base salary and bonus payments will continue for the shorter of 12 months after his death or the remaining term of the employment agreement. |
Under the employment agreements, “just cause” means: (i) executive’s material fraud, malfeasance, gross negligence or a subsidiarywillful misconduct with respect to the business affairs of the Company which is described above underdirectly or materially harmful to the heading “Employment Contracts, Terminationbusiness or reputation of Employment, Severancethe Company or its subsidiaries, and Changewhich is incapable of being remedied or not remedied within 30 days of notice from the Company; (ii) executive’s conviction of or failure to contest prosecution for a felony or a crime involving moral turpitude; or (iii) executive’s material breach of the employment agreement which is incapable of being remedied or not remedied within 30 days of notice from the Company.
Each employment agreement also provides for non-competition and confidentiality during employment and for a period ending two years from termination or expiration of the employment agreement (or one year if termination occurs pursuant to a change in Control Arrangements”control).
Federal Income Tax Deductibility LimitationChange in Control Agreements
In September 1998, the Company entered into change in control agreements with Messrs. Badgley and Madonia, and in December 2002, the Company entered into a change in control agreement with Mr. Mish. Under each agreement, if the executive’s employment is terminated within six months before, or 24 months after, a “change in control,” and the termination was either involuntary on Executive Compensation. Section 162(m) of the Internal Revenue Code was enacted as part of the 1993 Omnibus Budget Reconciliation Act (“OBRA”)executive (other than by disability or death), or “voluntary” on the part of the executive, then all of the executive’s outstanding stock options will vest and generally disallows a corporate deduction for compensation over $1,000,000become exercisable, and the executive will be entitled to receive:
· | a lump sum payment equal to the present value of 36 months of: |
- | his then-current base salary; and |
- | the average monthly bonus earned by him for the three calendar years immediately preceding the year in which his employment is terminated; |
· | a lump sum pro-rated bonus, based on the average monthly bonus earned by him for the three calendar years immediately preceding the year in which his employment is terminated, for the number of days he worked during the year in which his employment is terminated, discounted to present value; and |
· | health and life insurance benefits over the shorter of a 36-month period or the remaining term of the employment agreement. |
However, any amounts paid under the change in control agreements will be reduced to the Company’s Chief Executive Officerextent that the executive receives or any otheris entitled to receive payments in respect of the four highest compensated officers. The Compensation Committee continues to analyzechange in control under the potential impact of this limitation. Underexecutive’s employment agreement. If the regulations andexecutive does not actually receive payments under the transition rules, in 2005 executive compensation pursuant toemployment agreement, or the 2005 Equity Incentive Plan should be qualifying “performance based” compensation and therefore be excluded from the $1,000,000 limit. Other forms of compensation providedemployment agreement is breached by the Company, however, including base salarypayments will be made under the change in control agreement. Additionally, under the change in control agreements, the Company has agreed to provide the executive with a gross-up payment for federal and cash bonuses, are not excludedstate income taxes and federal excise taxes imposed on any “excess parachute payment.”
Under the change in control agreements, “voluntary” termination by the executive means termination of employment that is voluntary on the part of the executive, and, in the judgment of the executive, is due to: (i) a reduction of the executive’s responsibilities, title or status resulting from a formal change in title or status, or from the limit.assignment to the executive of any duties inconsistent with his title, duties or responsibilities in effect within the year prior to the change in control; (ii) a reduction in the executive’s compensation or benefits, or (iii) a Company-required involuntary relocation or the executive’s place of residence or a significant increase in the executive’s travel requirements.
Potential Payments
Assuming that a termination event or change in control occurred on December 31, 2006, the value of potential payments and benefits payable to each named executive officer who was employed by the Company on such date is summarized in the following tables. The price per share of Common Stock used for purposes of the following calculation is the closing market price on the NYSE as of December 29, 2006, the last trading day in 2006, which was $24.00. The tables exclude (i) amounts accrued through December 31, 2006 that would be paid in the normal course of continued employment, such as accrued but unpaid salary, (ii) vested account balances in the Company’s contributory retirement plan that are generally available to all of the Company’s U.S. salaried employees, and (iii) any amounts to be provided under any arrangement that does not discriminate in scope, terms, or operation in favor of named executive officers and that is available generally to all salaried employees. Actual amounts to be paid can only be determined at the time of such executive’s termination.
Name and payment or benefit | | Termination by Company without just cause | | Involuntary termination by Company or “voluntary” termination by executive after change in control | | Disability | | Death | |
| | | | | | | | | |
William G. Miller | | | | | | | | | | | | | |
Payments and benefits | | $ | - | | $ | - | | $ | - | | $ | - | |
| | | | | | | | | | | | | |
Jeffrey I. Badgley | | | | | | | | | | | | | |
Salary and bonus | | $ | 914,276 (1 | ) | $ | 914,276 (1 | ) | $ | 612,906 (2 | ) | $ | 311,536 (3 | ) |
Healthcare and life insurance coverage | | | 40,750 (4 | ) | | 40,750 (4 | ) | | 27,167 (5 | ) | | - | |
Tax gross-up | | | - | | | 388,278 (6 | ) | | - | | | - | |
Market value of stock options vesting on termination | | | 784,500 | | | 784,500 | | �� | 784,500 | | | - | |
| | | | | | | | | | | | | |
Frank Madonia | | | | | | | | | | | | | |
Salary and bonus | | $ | 638,439 (1 | ) | $ | 638,439 (1 | ) | $ | 427,904 (2 | ) | $ | 217,369 (3 | ) |
Healthcare and life insurance coverage | | | 28,507 (4 | ) | | 28,507 (4 | ) | | 19,005 (5 | ) | | - | |
Tax gross-up | | | - | | | 251,689 (6 | ) | | - | | | - | |
Market value of stock options vesting on termination | | | 235,350 | | | 235,350 | | | 235,350 | | | - | |
| | | | | | | | | | | | | |
J. Vincent Mish | | | | | | | | | | | | | |
Salary and bonus | | $ | 598,092 (1 | ) | $ | 600,939 (1 | ) | $ | 402,904 (2 | ) | $ | 204,869 (3 | ) |
Healthcare and life insurance coverage | | | 39,165 (4 | ) | | 39,165 (4 | ) | | 26,111 (5 | ) | | - | |
Tax gross-up | | | - | | | 245,542 (6 | ) | | - | | | - | |
Market value of stock options vesting on termination | | | 235,350 | | | 235,350 | | | 235,350 | | | - | |
____________________
(1) | Reflects the value of (i) monthly payments over the shorter of 36 months or the remaining term of the executive’s employment agreement of salary and average monthly bonus and (ii) a lump sum pro-rated bonus, based on average monthly bonus, for the number of days worked by the executive during the year in which his employment is terminated. |
(2) | Reflects the value of (i) monthly payments over 24 months of salary and average monthly bonus and (ii) a lump sum pro-rated bonus, based on average monthly bonus, for the number of days worked by the executive during the year in which his employment is terminated. |
(3) | Reflects the value of a lump sum payment of (i) 12 months of salary and average monthly bonus and (ii) pro-rated bonus, based on average monthly bonus, for the number of days worked by the executive during the year in which his employment is terminated. |
(4) | Reflects the employer share of premiums for continued healthcare and life insurance coverage for 36 months. |
(5) | Reflects the employer share of premiums for continued healthcare and life insurance coverage for 24 months. |
(6) | The tax gross-up payment payable for the executive was estimated without assigning a value to the restrictive covenants to which he would be subject under his employment and change in control agreement with the Company following termination. |
Non-Employee Director Compensation Committee currently anticipatesfor 2006
The current compensation program for the Company’s non-employee directors is designed to pay directors for work required for a company of Miller Industries’ size and scope and to align the director’s interests with the long-term interests of Company shareholders.
Non-employee directors receive annual compensation comprised of a cash component and an equity component. Under the cash component, each non-employee director receives an annual cash payment of $25,000 as compensation for service on the Board of Directors. Additionally, each non-employee director receives a cash payment of $3,000 for each Board of Directors meeting that substantially all compensationhe attends and a cash payment of $1,000 for each committee meeting that he attends. Under the equity component, each non-employee director is entitled to an annual award under the Company’s Non-Employee Director Stock Plan, to be paid in future years will be deductible under Section 162(m) becausefully-vested shares of Common Stock, equal to $25,000 divided by the closing price of the spread between present levelsCommon Stock on the first trading day of executive officer compensationsuch year. On January 1, 2006, each of Messrs. Chandler, Drack and Roberts was granted 1,256 shares of Common Stock, which number of shares was determined by dividing $25,000 by $19.90, the limitclosing price per share of Common Stock as reported on the NYSE on January 2, 2006, the first trading day in 2006. Each of Messrs. Chandler, Drack and Roberts has been granted an aggregate of 14,802 shares of Common Stock under the regulation. In any event,terms of the Compensation Committee believes that performance based compensation is desirable and can be structured in a manner to qualify as performance based compensation under Section 162(m).Company’s Non-Employee Director Stock Plan through the end of 2006.
Paul E. Drack — A. Russell Chandler, III — Richard H. RobertsThe members of the Board of Directors who are employees of the Company do not receive additional compensation for Board or committee service.
Name | | Fees Earned or Paid in Cash | | Stock Awards | | Total | |
A. Russell Chandler, III (1) | | $ | 36,000 | | $ | 25,000 | | $ | 61,000 | |
Paul E. Drack (1) | | $ | 36,000 | | $ | 25,000 | | $ | 61,000 | |
Richard H. Roberts (1) | | $ | 36,000 | | $ | 25,000 | | $ | 61,000 | |
____________________
(1)Member of the Audit, Compensation and Nominating Committees of the Board of Directors.
ACCOUNTING MATTERS
Audit Committee Report
The Company’s Audit Committee is comprised of three independent members, as required by applicable listing standards of the NYSE. The Audit Committee acts pursuant to a written charter,Charter, which was amended and restated by the Board of Directors in February 2004.March 2007. The Company’s management is responsible for its internal accounting controls and the financial reporting process. The Company’s independent accountants, Joseph Decosimo and Company, PLLC, are responsible for performing an audit of the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and for expressing an opinion as to their conformity with generally accepted accounting principles. The Audit Committee’s responsibility is to monitor and oversee these processes.
In keeping with that responsibility, the Audit Committee has reviewed and discussed the Company’s audited consolidated financial statements with management and the independent accountants. In addition, the Audit Committee has discussed with the Company’s independent accountants the matters required to be discussed by Statement on Auditing Standards No. 61, “Communications with Audit Committee,” as currently in effect. In addition, the Audit Committee has received the written disclosures from the independent accountants required by Independence Standards Board Standard No. 1, “Independence Discussions with Audit Committees,” and has discussed with the independent accountants their independence. The Audit Committee has also considered whether the provision of non-audit services by the independent accountants is compatible with maintaining such accountants’ independence.
The members of the Audit Committee are not professionally engaged in the practice of auditing or accounting and are not experts in the fields of accounting or auditing, including in respect of auditor independence. Members of the Committee rely without independent verification on the information provided to them and on the representations made by management and the independent accountants. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal control and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions referred to above do not assure that the audit of the Company’s consolidated financial statements has been carried out in accordance with the standards of the Public Company Accounting Oversight Board (United States), that the consolidated financial statements are presented in accordance with generally accepted accounting principles, or that the Company’s auditors are in fact “independent”.“independent.”
Based on the reports and discussions described in this report, and subject to the limitations on the role and responsibilities of the Committee referred to above and in the Audit Committee Charter, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements of the Company be included in the Annual Report on Form 10-K for the year ended December 31, 20052006 for filing with the SEC.
This report is respectfully submitted by the Audit Committee of the Board of Directors.
Paul E. Drack — A. Russell Chandler, III — | Audit Committee Paul E. Drack A. Russell Chandler, III Richard H. Roberts |
Independent Public Accountants
General
Joseph Decosimo and Company, PLLC were the Company’s independent public accountants for 2005,2006, and the Company anticipates that Joseph Decosimo and Company, PLLC will be retained as the Company’s independent public accountants for 2006.2007. Representatives of Joseph Decosimo and Company, PLLC are expected to be present at the Annual Meeting, and will have the opportunity to make statements and to respond to appropriate questions.
The decision to engage Joseph Decosimo and Company, PLLC was made upon the recommendation of the Company’s Audit Committee and the approval of the Board of Directors. During 2004 and 2005, the Company has not consulted with Joseph Decosimo and Company, PLLC regarding any matter requiring disclosure under Regulation S-K, Item 304(a)(2)(i) and (ii).
Audit Fees
Joseph Decosimo and Company, PLLC billed fees of $185,000,$268,864, and expects to bill up to an additional $90,000$10,000 in fees, for 2005,2006, and billed $353,355$275,000 for 2004,2005, for professional services rendered for the audit of the Company’s consolidated financial statements the review ofincluded within the Company’s Form 10-K, and review of interim consolidated financial statements included within Forms 10-QForm 10-Qs during such periods, and for the audit of management’s assessment of internal controls over financial reporting and the re-audit of the Company’s 2002 consolidated financial statements.reporting.
Audit-Related Fees
Joseph Decosimo and Company, PLLC did not perform any, or bill the Company for, assurance and related services related to the performance of the audit and review of financial statements for 20052006 or 2004.
2005.
Tax Fees
Joseph Decosimo and Company, PLLC billed fees of $3,485 for tax services for 2006, but did not perform or bill the Company for any tax services induring 2005. Joseph Decosimo and Company, PLLC billed the Company $30,000 for tax services during 2004 for foreign and state tax reviews.
All Other Fees
Joseph Decosimo and Company, PLLC did not perform or bill the Company for any other services during 2005 or 2004.2005.
Approval of Audit and Non-Audit Services
The Audit Committee of the Board of Directors pre-approves all audit and non-audit services performed by the Company’s independent auditor. The Audit Committee specifically approves the annual audit services engagement. Certain non-audit services that are permitted under the federal securities laws may be approved from time to time by the Audit Committee.
CODE OF BUSINESS CONDUCT AND ETHICS
The Company has adopted a Code of Business Conduct and Ethics that applies to its directors, officers and employees. A copy of the Code is available on the Company’s website at www.millerind.com through the “Investor Relations” link. A copy of the Code can also be obtained upon request from the Company’s Corporate Secretary.
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth aggregate information as of December 31, 20052006 about all of the Company’s compensation plans, including individual compensation arrangements, under which the Company’s equity securities are authorized for issuance.
Plan category
| | Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
| | Weighted-average
exercise price of
outstanding options,
warrants and rights
| | Number of securities
remaining available
for future issuance
under equity
compensation plans
|
| | | | | | |
Equity compensation plans approved
by security holders
| | 508,547 (1)
| | $17.32 (1)
| | See Note (2)
|
Equity compensation plans not approved
by security holders
| | 65,496 (3)
| | 5.08 (3)
| | See Note (4)
|
Plan category | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | Weighted-average exercise price of outstanding options, warrants and rights | | Number of securities remaining available for future issuance under equity compensation plans |
Equity compensation plans approved by security holders | | | 304,060 (1 | ) | $ | 17.39 (1 | ) | | See Note (2) |
| | | | | | | | | |
Equity compensation plans not approved by security holders | | | 0 | | | 0 | | | See Note (3) |
____________________
(1) | Includes only options outstanding under the Company’s 1994 Stock Option Plan and 2005 Equity Incentive Plan. Does not include shares of common stock issued to non-employee directors under the Company’s Non-Employee Director Stock Plan, which shares are fully vested and exercisable upon issuance, or options outstanding under the Company’s former Non-Employee Director Stock Option Plan. |
(2) | The 1994 Stock Option Plan expired in August 2004, therefore no securities are available for future issuance under this plan. Grants are made annually to non-employee directors under the Non-Employee Director Stock Plan, and the number of shares of common stock to be granted to each non-employee director for a particular year is determined by dividing $25,000 by the closing price of a share of the Company common stock on the first trading day of such year. Therefore, the number of securities remaining available for future issuance under the Non-Employee Director Stock Plan is not presently determinable. |
(3) | Includes only options outstanding under the Company’s Non-Employee Director Stock Option Plan. |
(4)(3) | The Company’s Non-Employee Director Stock Option Plan was superseded by the Company’s Non-Employee Director Stock Plan, which was approved by the Company’s shareholders at the Company’s 2004 annual meeting. Therefore, no securities are available for future issuance under this plan. |
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 and the disclosure requirements of Item 405 of Regulation S-K require the directors and executive officers of the Company, and any persons holding more than 10% of any class of equity securities of the Company, to report their ownership of such equity securities and any subsequent changes in that ownership to the Securities and Exchange Commission, the NYSE and the Company. Based solely on a review of the written statements and copies of such reports furnished to the Company by its executive officers and directors, the Company believes that, during 2005, each of Messrs. Chandler, Drack and Roberts filed one late report on Form 4 reflecting the receipt of stock under the Company’s Non-Employee Director Stock Plan, and the Company is not aware of any other2006, all Section 16(a) filing delinquencies.
PERFORMANCE GRAPH
The following line graph compares the percentage change in the cumulative shareholder return of the Common Stock with The New York Stock Exchange Composite Index and the Standard & Poor’s Composite Index over the period of time from April 28, 2000 through December 30, 2005. The respective returns assume reinvestment of dividends paid.
| 4/28/00 | 4/30/01 | 12/31/01 | 12/31/02 | 12/31/03 | 12/31/04 | 12/30/05 |
Miller Industries, Inc. | 100 | 22 | 18 | 19 | 23 | 66 | 118 |
NYSE Composite Index(1) | 100 | 99 | 92 | 73 | 95 | 106 | 114 |
S&P Construction Index(2) | 100 | 95 | 122 | 103 | 176 | 212 | 244 |
____________________
(1) | The New York Stock Exchange revised the NYSE Composite Index as of December 31, 2002. The change recalibrated the base year as December 31, 2002. |
(2) | For the year ended December 31, 2002, Standard & Poors transferred the Heavy Duty Trucks and Parts index, the index previously used by the Company, to the S&P 500 - Construction and Farm Machinery and Heavy Trucks Index. As a result, the Company has elected to use the S&P 500 - Construction and Farm Machinery and Heavy Trucks index in the above comparison. |
requirements were met.
OTHER MATTERS
Deadline for Shareholder Proposals for 20072008 Annual Meeting
Any proposal intended to be presented for action at the 20072008 Annual Meeting of Shareholders by any shareholder of the Company must be received by the Secretary of the Company not later than December 31, 20062007 in order for such proposal to be considered for inclusion in the Company’s proxy statement and proxy relating to that meeting. In addition, any proposal intended to be presented for action at the 20072008 annual meeting of shareholders by any shareholder of the Company must be received by the Secretary of the Company no later than 60 days prior to that annual meeting (which deadline currently is expected to be March 26, 2007)2008), otherwise proxies may be voted on such proposal at the discretion of the person or persons holding these proxies, whether or not the matter is included in the proxy statement. Nothing in this paragraph shall be deemed to require the Company to include any shareholder proposal which does not meet all the requirements for such inclusion established by the Securities and Exchange Commission at the time in effect.
Expenses of Solicitation
The cost of solicitation of proxies will be borne by the Company, including expenses in connection with preparing, assembling and mailing this proxy statement. The Company’s executive officers or employees, who will not receive compensation for their services other than their regular salaries, may solicit proxies personally or by telephone. The Company does not anticipate paying any other compensation to any other party for solicitation of proxies, but may reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to beneficial owners.
A COPY OF THE COMPANY’S ANNUAL REPORT TO SHAREHOLDERS FOR 20052006 IS ENCLOSED WITH THIS PROXY STATEMENT. COPIES OF EXHIBITS FILED WITH THE COMPANY’S ANNUAL REPORT FORM 10-K AND OTHER REPORTS OF THE COMPANY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ARE AVAILABLE UPON WRITTEN REQUEST AT NO COST TO THE REQUESTING SHAREHOLDER. REQUESTS SHOULD BE MADE IN WRITING TO FRANK MADONIA, EXECUTIVE VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL, MILLER INDUSTRIES, INC., 8503 HILLTOP DRIVE, OOLTEWAH, TENNESSEE 37363.
MILLER INDUSTRIES, INC.APPENDIX A
AUDIT COMMITTEE OF
THE BOARD OF DIRECTORS
AMENDED AND RESTATED
CHARTER
DATED MARCH 12, 2007
The primary function of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities for (1) the integrity of the Company’s financial reports and other financial information provided to any governmental body or the public; (2) the Company’s internal control over financial reporting and disclosure controls and procedures; (3) legal and regulatory compliance and ethics; and (4) the auditing process, including the performance of the independent accountants and internal auditors and the independence and qualifications of the independent accountants. Consistent with this function, the Audit Committee should encourage continuous improvement of, and should foster adherence to, the Company’s policies, procedures and practices at all levels.
The Committee has the authority to access internal and external resources as the Committee may require, including the authority to retain independent legal, accounting and other advisors as it determines necessary or appropriate to carry out its duties. The Company shall provide for funding, as determined by the Committee, for payment of compensation to any advisors retained by the Committee.
The Audit Committee will consist of three or more directors as determined and elected by the board. Each of these directors shall be independent as determined by the board in accordance with New York Stock Exchange listing standards and any independence standards or principles adopted by the board from time to time. All Committee members must be financially literate, and at least one Committee member must have accounting or related financial expertise as required by New York Stock Exchange listing standards. Audit Committee members shall not simultaneously serve on the audit committees of more than two other public companies, unless the board determines that such simultaneous service would not impair the ability of such member to serve effectively on the Audit Committee.
The Committee will meet at least four times annually, or more frequently as circumstances dictate. To foster open communication, the Committee will meet with management, the officer of the Company with primary responsibility for the internal audit function and the independent accountants in separate sessions to discuss any matters that should be discussed privately. The Committee will report its activities and findings to the board on a regular basis.
The Board may appoint a Chair of the Committee. The Chair will preside, when present, at all meetings of the Committee. One-third of the members, but not less than two, will constitute a quorum. A majority of the members present at any meeting at which a quorum is present may act on behalf of the Committee. The Committee may meet by telephone or video conference and may take action by written consent.
IV. | RESPONSIBILITIES AND DUTIES |
The Audit Committee, to the extent it deems necessary or appropriate, shall:
Documents/Reports Review
1. | Review and update this Charter, at least annually or as conditions dictate. |
2. | Review the audited financial statements, the Management’s Discussion and Analysis section and other material financial content of the Company’s annual report to shareholders and annual report on Form 10-K with management and the independent accountants prior to publication of the annual report to shareholders and the filing of the Company’s Form 10-K. |
3. | Review the unaudited financial statements, the Management’s Discussion and Analysis section and other material financial content of each quarterly report on Form 10-Q with management and the independent accountants prior to filing the Form 10-Q. To the extent permissible under New York Stock Exchange listing standards, the Committee may delegate this review to the Chair or another member. |
4. | Review earnings press releases and financial information and earnings guidance provided to analysts and rating agencies prior to the release or dissemination of such information. In lieu of reviewing each such disclosure prior to release or dissemination, the Committee may discuss generally with management the types of information to be disclosed and the types of presentations to be made, and establish policies or guidelines for such disclosures. To the extent permissible under New York Stock Exchange listing standards, the Committee may delegate this review to the Chair or another member. |
5. | As circumstances dictate and as deemed necessary from time to time, review periodic internal reports to management prepared by the internal auditors or the independent accountants and management’s response along with the status of prior outstanding recommendations. |
6. | As circumstances dictate and as deemed necessary from time to time, review and approve on an annual basis the Report of the Audit Committee for inclusion in the Company’s annual proxy statement. |
Independent Accountants and Internal Auditors
7. | Appoint and oversee the activities of the independent accountants, who shall report directly to the Committee. The Committee shall have sole authority to determine the compensation to be paid to the independent accountants for any service. The Committee shall pre-approve all audit and permitted non-audit services provided to the Company by the independent accountants. The Committee may establish pre-approval policies and procedures to approve audit and permitted non-audit services, including by delegating authority to the Chair or another member, to the extent permitted by applicable law. The Committee shall be informed of any approvals granted pursuant to pre-approval policies and procedures at its next meeting following such approval. |
8. | Obtain and review at least annually a report by the independent accountants describing the independent accountants’ internal quality-control procedures; and any material issues raised by the most recent internal quality-control review, or peer review, of the independent accountants, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by such firm, and any steps taken to deal with any such issues. |
9. | Monitor the independence of the independent accountants, and oversee compliance with the prohibitions of applicable law on the provision by the independent accountants of particular non-audit services. The Committee shall obtain and review at least annually a formal written statement from the independent accountants (required under Independence Standards Board Standard No. 1) delineating all relationships between the independent accountants and the Company. The Committee shall actively engage in a dialogue with the independent accountants with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent accountants and take appropriate action in response to the independent accountants’ statement to satisfy itself of the accountants’ independence. |
10. | Develop the Company’s policies with respect to hiring employees or former employees of the independent accountants. |
11. | Review the performance of the independent accountants at least annually, and discharge and replace the independent accountants when circumstances warrant. |
12. | Review objectives, activities, organizational structure, qualifications, staffing and budget of the internal audit function. |
13. | Ratify the appointment, replacement, reassignment or dismissal of the officer of the Company with primary responsibility for the internal audit function. |
Financial Reporting and Auditing
14. | Consider reviewing with the independent accountants, the internal auditors and management the adequacy and effectiveness of the Company’s internal control over financial reporting, disclosure controls and procedures and the fullness and accuracy of the Company’s financial statements. The Committee may consider the quality of presentation of, among other matters, critical accounting policies, off-balance sheet transactions and financial measures presented on a basis other than in accordance with generally accepted accounting principles. |
15. | Consider the independent accountants’ judgments about the quality and appropriateness of the Company’s accounting principles and underlying estimates as applied in its financial statements. |
16. | In consultation with the independent accountants, management and the internal auditors, review any major changes or improvements to the Company’s financial and accounting principles and practices, internal control over financial reporting and disclosure controls and procedures. |
17. | Establish regular and separate systems of reporting to the Committee by the independent accountants and the internal auditors regarding any significant judgments made in management’s preparation of the financial statements and the view of each as to the appropriateness of any such judgments. |
18. | Discuss with management policies with respect to risk assessment and risk management, including the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures. |
19. | Discuss, either as a Committee or through its Chair (or designee), with the independent accountants, the internal auditors and management the results of the independent accountants’ review of the interim financial information prior to the Company filing its quarterly Form 10-Q with the SEC, to the extent required by generally accepted auditing standards. |
20. | Discuss with the independent accountants and management the scope, planning and staffing of the annual audit prior to the commencement of the audit. |
21. | Review as appropriate with the independent accountants all critical accounting policies and practices to be used in the financial statements; all alternative treatments within generally accepted accounting principles for policies and practices related to material items that have been discussed with management, including the ramifications of the use of such alternative disclosures and treatments and the treatment preferred by the independent accountants; and any other material communications between the independent accountants and management, such as any management letter or schedule of unadjusted differences. |
22. | After the annual audit, review with the independent accountants and the internal auditors the matters required under Statement of Auditing Standards Nos. 61 and 90, any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information, and any significant disagreements with management. The Committee shall also review any other significant problems or difficulties among the independent accountants, the internal auditors and management related to financial reporting. |
23. | Review and evaluate the Committee’s own performance at least annually. |
Ethical and Legal Compliance
24. | Oversee the development and maintenance of an appropriate ethics and compliance program, including a code or codes of ethics and business conduct, and periodically review the effectiveness of the Company’s program. |
25. | Review requests for and determine whether to grant or deny waivers of the Company’s code of ethics applicable to senior financial officers. The Committee shall also monitor the Company’s activities to enforce compliance with the code or codes or ethics and business conduct. |
26. | Consider and approve, disapprove or ratify, as the case may be, “Related Person Transactions” in accordance with the procedures set forth under the Company’s Statement of Policy with respect to Related Person Transactions. |
27. | Review and evaluate at the Committee’s first regular meeting of each fiscal year any previously approved or ratified Related Person Transactions that remain ongoing and have a remaining term of more than six months or remaining amounts payable to or receivable from the Company of more than $120,000, in accordance with the procedures set forth under the Company’s Statement of Policy with respect to Related Person Transactions. |
28. | Establish procedures for the receipt, retention and treatment of complaints received regarding accounting, internal controls or audit matters; and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters. |
29. | Perform any other activities or investigations consistent with this Charter, the Company’s Charter, the Company’s Bylaws and governing law or as the Committee or the board determines necessary or appropriate. |
▼ PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE ▼
Proxy - Miller Industries, Inc.
This Proxy is Solicited by the Board of Directors for the
Annual Meeting of Shareholders to be Held on May 26, 200625, 2007
PROXY
The undersigned shareholder of Miller Industries, Inc. hereby constitutes and appoints William G. Miller and Frank Madonia, or either of them, the true and lawful attorneys and proxies of the undersigned with full power of substitution and appointment, for and in the name, place and stead of the undersigned, to vote all of the undersigned's shares of Common Stock of Miller Industries, Inc., at the Annual Meeting of the Shareholders to be held at 1100 Peachtree Street, Suite 2800, Atlanta, Georgia 30309, on Friday, the 26thday25th of May, 2006,2007, at 9:00 a.m., and at any and all adjournments thereof as follows:indicated on the reverse side.
This proxy is revocable at or at any time prior to the meeting. Please sign and return this proxy to Computershare Investor Services, LLC, P.O. Box 43101, Providence, RI 02940-5067, in the accompanying prepaid envelope.
MILLER INDUSTRIES, INC.
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas | x |
Annual Meeting Proxy Card
▼ PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE ▼
A Election of Directors — The Board of Directors recommends a vote FOR all the nominees listed.
1. Nominees:
| For | Election of Directors:Withhold
| | For | Withhold | | For | Withhold |
01 - Jeffrey I. Badgley | o | o | 02 - A. Russell Chandler, III | o | o | 03 - Paul E. Drack | o | o |
| o | o | | o | o | | o | o |
04 - William G. Miller | o | o | 05 - Richard H. Roberts | o | o | | o | o |
NOMINEES:Jeffrey I. Badgley, A. Russell Chandler, III, Paul E. Drack, William G. Miller and Richard H. Roberts
o FOR all of the nominees listed above
o FOR all of the nominees listed above other than the following individual nominees
Instruction: To withhold authority to vote for any individual nominee, write that nominee's name in the space provided below.
_____________________________________________
_____________________________________________
_____________________________________________
o WITHHOLD AUTHORITY to vote for all of the nominees listed above.
THE BOARD OF DIRECTORS FAVORS A VOTE “FOR” EACH OF THE NOMINEES LISTED ABOVE AND UNLESS
INSTRUCTIONS TO THE CONTRARY ARE INDICATED IN THE SPACE PROVIDED, THE PROXY WILL BE SO VOTED.
2.Other Business:
2. | For the transaction of such other business as may lawfully come before the meeting, hereby revoking any proxies as to said shares heretofore given by the undersigned and ratifying and confirming all that said attorneys and proxies may lawfully do by virtue hereof. |
It is understood that this proxy confers discretionary authority in respect to matters not known or determined at the time of the mailing of the notice of the meeting to the undersigned.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders dated April 21, 200624, 2007 and the Proxy Statement furnished therewith.
B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below
Signature should agree with the name(s) hereon. Executors, administrators, trustees, guardians and attorneys should so indicate when signing. For joint accounts each owner should sign. Corporations should sign their full corporate name by a duly authorized officer.
Date (mm/dd/yyyy) - Please print date below. | Dated and signed ____________________, 2006.
| Signature 1 - Please keep signature within the box. | | Signature 2 - Please keep signature within the box. |
/ /
(Signature should agree with the name(s) hereon. Executors, administrators, trustees, guardians and attorneys should so indicate when signing. For joint accounts each owner should sign. Corporations should sign their full corporate name by a duly authorized officer.)
| | | | |
This proxy is revocable at or at any time prior to the meeting. Please sign and return this proxy to SunTrust Bank, Atlanta, P.O. Box 105649, Atlanta, Georgia 30348-9923, in the accompanying prepaid envelope.