UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

Information Required in Proxy Statement

Schedule 14a Information

SCHEDULE 14A INFORMATION

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TRANS-LUX CORPORATION
445 Park Avenue, Suite 2001
New York, New York 10022

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder:

You are cordially invited to attend the 2017 Annual Meeting of securitiesStockholders (the “2017 Annual Meeting”) of Trans-Lux Corporation, a Delaware corporation (the “Company”), to be held on September 18, 2017, beginning at 9:00 a.m. local time, at Olshan Frome Wolosky LLP, located at 1325 Avenue of the Americas, New York, New York 10019 and at any adjournment or postponement thereof. Proxy materials, which include a Notice of the Meeting, proxy statement and proxy card, are enclosed with this letter. The enclosed proxy statement is first being mailed to the Company’s stockholders on or about August 31, 2017. We also have enclosed our 2016 Annual Report on Form 10-K.

At the 2017 Annual Meeting, you will be asked to consider and vote on:

1.

the election of the three nominees named in the accompanying proxy statement to serve as directors until the 2020 Annual Meeting of Stockholders or until the election and qualification of their successors, or their earlier death, resignation or removal;

2.

the ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017; and

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the transaction applies:of any other business that may properly come before the 2017 Annual Meeting or any adjournment or postponement thereof.

Only stockholders of record at the close of business on August 28, 2017 are entitled to vote at the 2017 Annual Meeting. A list of stockholders entitled to vote at the 2017 Annual Meeting will be available for inspection at our executive offices. The presence, in person or by proxy, of the holders of a majority of the issued and outstanding shares of common stock entitled to notice of, and to vote at, the meeting, is required for a quorum to transact business.

Your vote is important to us and to our business. Whether or not you plan to attend the 2017 Annual Meeting, we hope that you will vote as soon as possible. You may vote in person by ballot at the 2017 Annual Meeting, over the Internet, by telephone or, if you requested to receive printed proxy materials, by mailing a proxy or voting instruction form. If you would like to attend and your stock is not registered in your own name, please ask the broker, trust, bank or other nominee that holds the stock to provide you with evidence of your stock ownership.

We appreciate your continued support of the Company and look forward to either greeting you personally at the meeting or receiving your proxy.

                                          Sincerely,

                                          Todd Dupee

(3)Acting Corporate Secretary, Vice President of Finance

Per unit price                                          Trans-Lux Corporation

New York, New York
August 28, 2017

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TABLE OF CONTENTS

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

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TRANS-LUX CORPORATION
445 Park Avenue, Suite 2001
New York, New York 10022

_________________________

NOTICE OFPROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 29, 2015ON SEPTEMBER 18, 2017

_________________________

GENERAL INFORMATION

NOTICE IS HEREBY GIVEN thatThe Board of Directors (the “Board”) of Trans-Lux Corporation, a Delaware corporation (“we,” “our,” “Trans-Lux” or the “Company”), is furnishing this proxy statement for use at the 2017 Annual Meeting of Stockholders of TRANS-LUX CORPORATION (the “Corporation”“2017 Annual Meeting”) to be held on Monday, September 18, 2017, and any adjournment or the “Company”)postponement thereof. The Annual Meeting will be held at 9:00 a.m. local time at Olshan Frome Wolosky LLP, located at Park1325 Avenue Tower, 65 East 55^th Street, New York, NY 10022, on June 29, 2015 at 11:00 A.M. local time forof the following purposes:

1.

To elect three directors to serve for a term of two years and elect two directors to serve for a term of three years; in each case until their respective successors shall have been duly elected and qualified, namely (a) Jean-Marc Allain, (b) Marco Elser and (c) George W. Schiele, respectively, for a term of two years, and (d) Alberto Shaio and (e) Salvatore J. Zizza, respectively, for a term of three years;

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To ratify the appointment of BDO USA, LLP, as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2015; and

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To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The close of business on May 21, 2015 has been fixed as the record date for the determination of the

stockholders entitled to notice of and to vote at the Annual Meeting.

Dated and Mailed:

Americas, New York, New York

May 29, 2015

PROXY STATEMENT
of
TRANS-LUX CORPORATION

for the 10019. This proxy statement and accompanying proxy card and our 2016 Annual Meeting of Stockholders
To Be HeldReport on June 29, 2015
_________________________

Introduction

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of TRANS-LUX CORPORATIONForm 10-K (the “Corporation” or the “Company”“2016 Annual Report”) of proxies in the accompanying formwill be made available to be used at the Annual Meeting of the Stockholders of the Corporation to be held on Monday, June 29, 2015 (the “Meeting”), and at any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of Annual Meeting.  This Proxy Statement and the proxies solicited hereby are being mailed toour stockholders on Mayor about August 29, 2015.  The shares represented by the proxies timely received and properly executed pursuant to the solicitation made hereby and not revoked will be voted2017.

VOTING PROCEDURES

Who Can Vote. Record holders of our common stock, par value $0.001 per share (the “Common Stock”) at the Meeting.

Meeting of Stockholders

The Meeting will be held at Olshan Frome Wolosky LLP, located at Park Avenue Tower, 65 East 55^th Street, New York, NY 10022, on June 29, 2015 at 11:00 A.M. local time.

Purposes of the Meeting

The purposes of the Meeting are to vote upon:  (1) the election of three directors to serve for a term of two years and the election of two directors to serve for a term of three years, in each case until their respective successors shall have been duly elected and qualified, namely (a) Jean-Marc Allain, (b) Marco Elser and (c) George W. Schiele, respectively, for a term of two years, and (d) Alberto Shaio and (e) Salvatore Zizza, respectively, for a term of three years; (2) the ratification of the appointment of BDO USA, LLP, as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2015; and (3) to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

Record Date and Voting

The close of business on May 21, 2015 has been fixed as the record date (the “Record Date”) for the determination of the stockholders entitled to notice of and to vote at the Meeting.  There were outstanding as of the close of business on May 21, 2015 andAugust 28, 2017 (the “Record Date”), are entitled to notice of and to vote at the Meeting, approximately 1,685,085 shares of Common Stock, $0.001 par value of the Corporation ("Common Stock").  Each outstanding share of Common Stock is entitled to one vote on all matters voted on at the Meeting.

Voting Required

Only stockholders of record of the Common Stock as ofvote. At the close of business on the Record Date, 1,710,671 shares of Common Stock were issued and outstanding. Each share of Common Stock owned on the Record Date is entitled to one vote. In addition, the holders of our Series B Convertible Preferred Stock could vote an additional 330,240 votes and such votes are voted with the Common Stock on an as converted basis. There are 16,512 shares of Series B Convertible Preferred Stock issued and outstanding and each share of the Series B Convertible Preferred Stock is entitled to twenty (20) votes per share.

Quorum. A quorum will be present at the 2017 Annual Meeting if the holders of a majority of the eligible shares of Common Stock and Series B Convertible Preferred Stock entitled to vote as of the Record Date are present in person or by proxy. Shares of Common Stock and Series B Convertible Preferred Stock that are represented by a proxy marked “withhold” or “abstain” will be considered present at the Meeting.

A majority2017 Annual Meeting for purposes of the voting power of all shares of the Common Stock outstanding must be present or represented by proxy at the Meeting to constitute a quorum.  Abstentions and broker non-votes will be treated as shares present for the purpose of determining the presence of a quorum for the transaction of business at the Meeting.  If a quorum is not present, the Meeting may be adjourned to a subsequent date for the purpose of obtaining a quorum.

How to Vote. If your shares are held in a brokerage account, by a trustee or by another nominee (typically referred to as being held in “street name”), you may receive a separate voting instruction form with this proxy statement, or you may need to contact your broker, bank or other stockholder of record to determine whether you will be able to vote electronically via the Internet or by telephone.

If you are a stockholder of record, you may vote in person at the 2017 Annual Meeting or by proxy without attending the 2017 Annual Meeting. You may vote by proxy in one of three convenient ways:

On May 22, 2015,•

By mail: sign, date and return the proxy card in the enclosed prepaid envelope;

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By Internet: visit the website shown on your proxy card and follow the instructions; or

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By telephone: call the toll-free telephone number shown on your proxy card and follow the instructions.

If you sign and return the enclosed proxy card but do not indicate your vote, the designated proxy holders will vote your shares in accordance with the recommendations of the Board of Directors of the Corporation unanimously adopted resolutions approving, declaring advisable and recommending to the Corporation’s stockholders the adoption ofas follows: “FOR” each of the Proposals.nominees for election as directors; and “FOR” the ratification of the appointment of Marcum LLP as our independent registered public accounting firm. We are not aware of any other business to be acted upon at the 2017 Annual Meeting other than as set forth herein. If you grant a proxy, the persons named as proxy holders will have the discretion to vote your shares on any additional matters properly presented for a vote at the 2017 Annual Meeting.

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If your shares are held in a brokerage account, by a trustee or by another nominee, you are considered the “beneficial owner” of those shares. As the beneficial owner of those shares, you have the right to direct your broker, trustee or nominee how to vote and you also are invited to attend the 2017 Annual Meeting. However, because a beneficial owner is not the stockholder of record, you may not vote these shares in person at the 2017 Annual Meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the 2017 Annual Meeting.

Vote Required to Adopt Proposals.

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Proposal Number 1 requires1: Election of Directors. Directors are elected by a plurality vote.  of the votes cast at the 2017 Annual Meeting, either in person or by proxy. The three nominees receiving the greatest number of votes at this Annual Meeting will be elected to our Board, even if they receive less than a majority of such shares. Broker non-votes and abstentions will not be counted in determining the number of votes cast and will have no effect on the election of directors.

•

Proposal Number 2 requires the2: Ratification of Independent Registered Public Accounting Firm. The affirmative vote of a majority of the votes cast affirmativelyat the 2017 Annual Meeting, either in person or negativelyby proxy, will be required to ratify the selection of the Common Stock.

Broker Non-Votes

If stockholders do not give their brokers instructions as to how to vote shares held in street name, the brokers have discretionary authority to vote those shares on ‘routine’ matters, such as the ratification of theour independent registered public accounting firm butat the 2017 Annual Meeting. Broker non-votes, if any, will not be counted in determining the number of votes cast and will have no effect on ‘non-routine’ proposals, such as the electionapproval of directors.  As a result,this proposal. Abstentions will have the effect of votes “AGAINST” this proposal.

How Your Shares Will Be Voted if you holdYou Do Not Provide Voting Instructions. If your broker holds your shares in street name, andyour broker, as the registered holder, must vote your shares in accordance with your instructions. If you do not provide voting instructions, to your broker yourhas the discretion to vote those shares willwith respect to routine proposals but not be voted on any proposal onwith respect to non-routine proposals. Shares for which your broker does not have discretionary authority to vote.  Shares held by brokers who do not have discretionary authority to vote on a particular matter and who have not received votingreceive instructions, from their customerssometimes called “broker non-votes,” will be counted as present for the purpose of determining whether there is a quorum at the Meeting, and will have no effect for the purpose of determining whether our stockholders have approved a matter requiring a majority of votes cast affirmatively or negatively or a plurality vote.

Abstentions

Abstentions will not affect the outcome of the vote on the election of Directors, but will have the same effect as a vote “AGAINST” themeeting. The proposal to ratify the appointmentselection of BDO USA, LLP.our independent public accounting firm is considered a routine proposal and accordingly, we do not anticipate broker non-votes in this matter. Broker non-votes will not be included in determining the number of votes cast for this proposal. The proposal for the election of directors will not include broker non-votes in determining the number of votes cast for this proposal.

HowWhat to Vote

do if You may own shares either (1) directly in your name, in which case you are the record holder of such shares, or (2) indirectly through a broker, bank or other nominee, in which case such nominee is the record holder.  If your shares are registered directly in your name, we are sending these proxy materials directlyWish to you.  If the record holder of your shares is a nominee, you will receive proxy materials from such nominee.Change Your Voting Instructions. If you are a record holder,wish to change or revoke your voting instructions after you have submitted your proxy, you may vote in person at the Meeting or by proxy.  We recommend that you vote by proxy even if you plan to attend the Meeting.  You can always change your vote at the Meeting.  To vote by proxy, mark your proxy card, date and sign it, and return it as soon as possible in the postage-paid envelope provided.  If your shares are held by a broker, bank or other nominee, such nominee will provide you with instructions that you must follow in order to have your shares voted.  If you plan to attend the Meeting and vote in person, you will need to contact the broker, bank or other nominee to obtain evidence of your ownership of shares on May 21, 2015.

Proxies

A stockholder who shall sign and return a proxy in the form enclosed with this statement has the power to revoke itdo so at any time before it is exercised by giving written noticethe proxies are voted at the 2017 Annual Meeting by:

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notifying the Acting Corporate Secretary of revocationthe Company in writing at the address on the first page of this proxy statement that you wish to revoke your proxy;

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delivering a subsequent proxy bearing a date after the date of the proxy being revoked and relating to the same shares; or a proxy of later date, or by

•

voting in person at the 2017 Annual Meeting each as more fully described inif you are the following paragraph.  Unless otherwise specified, the proxies in the accompanying form will be voted in favorstockholder of all of the proposals set forth in the Notice of Annual Meeting.  In the discretion of the proxy holders, the proxies will also be voted for or against such other matters as may properly come before the Meeting.  The Board of Directors is not awarerecord.

Please note that any other matters are to be presented for actionyour attendance at the Meeting.2017 Annual Meeting will not, by itself, revoke your proxy.

If you hold your shares in “street name,” please contact your bank, broker or other nominee for instructions on how to change your voting instructions.

Revoking2

Householding of Proxy Materials. In an effort to reduce printing costs and postage fees, we have adopted a Proxy

Apractice approved by the Securities and Exchange Commission (the “SEC”) called “householding.” Under this practice, stockholders who have the same address and last name will receive only one copy of our proxy may be revokedmaterials, unless one or more of these stockholders notifies us that he or she wishes to continue receiving individual copies. Stockholders who participate in householding will continue to receive separate proxy cards. If you share an address with another stockholder, received only one set of proxy materials and would like to request a separate paper copy of these materials, please contact our Acting Corporate Secretary by mail at the address on the first page of this proxy statement, by telephone at (800) 243-5544 or by email at tdupee@trans-lux.com, and we will promptly deliver a separate copy. Stockholders sharing an address can request delivery of a written statement to Continental Stock Transfer & Trust, Co., Attention: Proxy Department, via email at: proxy@continentalstock.com or via facsimile at: 212-509-5152.  Such revocation must state that thesingle copy of annual reports on Form 10-K and proxy is revoked.  A proxy may also be revokedstatements if they are receiving multiple copies of these materials by a subsequent proxy executedcontacting our VP of Finance by the person executing the prior proxy and presentedmail at the Meeting,address on the first page of this proxy statement, by telephone at (800) 243-5544 or by voting in personemail at the Meeting.tdupee@trans-lux.com.

ProxyWe Will Bear Solicitation and Expenses

The Company. We will pay forbear the entire cost of soliciting proxies on its behalf.  Wesolicitation, including the preparation, assembly, printing and mailing of this proxy statement, the proxy and any additional solicitation materials furnished to the stockholders. Copies of solicitation materials will also reimbursebe furnished to brokerage firms, bankshouses, fiduciaries and other agents for the cost of forwarding the Company’s proxy materialscustodians holding shares in their names that are beneficially owned by others so that they may forward this solicitation material to such beneficial owners. In addition, we may reimburse such persons for their costs in forwarding the solicitation materials to such beneficial owners. The original solicitation of proxies by mail may be supplemented by a solicitation by telephone or other means by our directors, officers or employees. No additional compensation will be paid to these individuals for any such services.

How to Request a Copy of the Proxy Materials. For the 2017 Annual Meeting or any future annual meeting of stockholders, if you would like to request a copy of the proxy materials, including the proxy statement and employees may solicit proxies in person,form of proxy and the 2016 Annual Report, please contact our VP of Finance by mail at the address on the first page of this proxy statement, by telephone viaat (800) 243-5544 or by email at tdupee@trans-lux.com, and we will promptly deliver a copy to you. You may also request a paper copy of the internet, press releases or advertisements.  Directors and employees will not be paid any additional compensation for soliciting proxies.proxy materials at www.trans-lux.com.

Important Notice Regarding the Availability of Proxy Materials Availablefor the
Stockholder Meeting to be Held on the InternetSeptember 18, 2017

TheseThe proxy materialsstatement and the Company’s 20142016 Annual Report on Form 10-K are available on the internet on the following website:at http://proxystatements.trans-lux.com/.

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PROPOSAL 1

ELECTION OF DIRECTORS

Proposal Nos. 1(a), 1(b), 1(c), 1(d)

Pursuant to the Company’s Amended and 1(e) (Items 1(a), 1(b), 1(c), 1(d)Restated Certificate of Incorporation and 1(e) on Proxy Card)

TheAmended and Restated Bylaws, the Board of Directors of Trans-Lux Corporation is divided into three separate classes with theof directors. At each Annual Meeting of Stockholders, one class of directors is elected to a term of office of onethree years. J.M. Allain, Marco M. Elser and George W. Schiele have been nominated by the Board, upon the recommendation of the three classes ofNominating Committee, for election as directors expiring each year and with each class beingat the 2017 Annual Meeting. Those elected forwill serve a three-year term.term until the 2020 annual meeting of stockholders (the “2020 Annual Meeting”) or until the election and qualification of their successors, or their earlier death, resignation or removal. All directors (other than Mr. Shi) attended the 2016 Annual Meeting of Stockholders. The BylawsAmended and Restated Certificate of Incorporation of the Corporation allowCompany allows for the Board of Directors to consist of a minimum of five and a maximum of fifteen members.  The Company did not hold an annual meeting in 2014.  If

Mr. Allain, Mr. Elser and Mr. Schiele are each current directors who were elected at the Annual Meeting2015 annual meeting of Stockholdersstockholders. Messrs. Elser and Schiele are independent pursuant to be held on June 29, 2015, (a)the listing requirements of the NYSE MKT Company Guide. There are no family relationships among any of the directors, listed under Class A below will serve until the Annual Meeting of Stockholders in 2017, or until his successor is duly electeddirector nominees and qualified, (b) the directors listed under Class C below will serve until the Annual Meeting of Stockholders in 2018, or until his successor is duly elected and qualified, and (c) the directors listed under Class B below will continueexecutive officers.

Each nominee has agreed to serve if elected. If a nominee becomes unavailable for election or cannot serve, an event that we do not expect, the terms to which they were elected untilBoard may substitute another nominee or reduce the Annual Meetingnumber of Stockholders in 2016, respectively, or until their successors are duly elected and qualified.

Management has no reason to believe that the directors will not be available or will not serve if elected, but if any director should not become available to serve, full discretion is reserved to the persons named as proxies to vote for such other persons as may be nominated.  Proxiesnominees. The enclosed proxy will be voted “FOR”for such substitute, if any, as shall be designated by the nominee unless the stockholder specifies otherwise.Board.

Directors Standing for Election

Directors Whose Term Continues

Set forth below is a summaryEach of the director nominees receiving a plurality of the votes cast at the 2017 Annual Meeting will be elected as a director. You may withhold votes from any or all nominees. Broker non-votes will have no effect on the result of this vote.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THE NOMINEES.

Director Qualifications

The following paragraphs provide information as of the date of this proxy statement about each nominee and current director. The information presented includes information each nominee and director has given us about his age, all positions he holds, his principal occupation and business experience for each of the persons named abovepast five years and the primary aspectsnames of theirother publicly-held companies for which he currently serves as a director or has served as a director during the past five years. In addition to the information presented below regarding each director and director nominee’s specific experience, qualifications, attributes orand skills that led our Board to the conclusion that each individual is qualified to serve on the Board.  The members of the Nominating Committee recommended to the Board that each of the directors listed belowhe should serve as membersa director, we also believe that all of the Board of Directors.our director nominees have a reputation for integrity, honesty and adherence to high ethical standards. They each have demonstrated business acumen and an ability to exercise sound judgment.

Director Nominees

DIRECTORS STANDING FOR ELECTION –

CLASS A:  Serving a Two-Year Term Expiring 2017

J.M. Allain, 47,became the President and CEO of Trans-Lux Corporationthe Company on February 16, 2010 and has served as a director since June 2011. Mr. Allain served as President of Panasonic Solutions Company from July 2008 through October 2009; Vice President of Duos Technologies from August 2007 through June 2008; General Manager of Netversant Solutions from October 2004 through June 2005; and Vice President of Adesta, LLC from May 2002 through September 2004. Mr. Allain has familiarity with the operational requirements of complex organizations and has experience dealing with reorganizations and turnarounds. Mr. Allain’s experience and deep understanding of the operations of the CorporationCompany allow him to make valuable contributions to the Board.

Marco M. Elser, 58,has served as a director of Trans-Lux Corporation since May 25, 2012. For over five years,Since 2015, Mr. Elser has beenserved as a partner with AdviCorp Plc,Lonsin Capital, a London-based investment banking firm. Since 2014, Mr. Elser also serves on the Board of Directors of Protalex, a Florham Park, NY basedNY-based biotechnology company, since 2014.  He is a alsocompany. Mr. Elser previously had been one of the independent directors of North Hills Signal Processing Corporation, a Long Island, NY based technology company.  Mr. Elser previouslycompany, until May 2017; a partner with AdviCorp Plc, a London-based investment banking firm; served as International Vice President of Northeast Securities, managing distressed funds for family offices and small institutions, from 1994 to 2001; he served as a first Vice President of Merrill Lynch Capital Markets in Rome and London until 1994.  Mr. Elser1994; was formerly Chairman of the Board of Pine Brook Capital, a Shelton, CT based engineering companycompany; and had served in that role for over five years. Mr. Elser was also the presidentPresident of the Harvard Club of Italy until 2014, an association he founded in 2002 with other Alumni in Italy where he has been living since 1984. He received his BA in Economics from Harvard College in 1981. Mr. Elser’s extensive knowledge of international finance and commerce allows him to make valuable contributions to the Board.

George W. Schiele, 86, has served as a director of Trans-Lux Corporation since December 2009. Mr. Schiele was elected Chairman of the Board (a non-executive position) of Trans-Lux Corporationthe Company on September 29, 2010. Mr. Schiele currently serves as President of George W. Schiele, Inc., a trust management and private investment companyofficer, and has held such positionpositions since 1974. He is also President of fourten other private companies, since 1999, 2005, 2006Vice President or Trustee of nine entities and 2009, respectively; fromPresident or Vice President of two Foundations. From 2003 until 2013 he was a Director of Connecticut Innovations, Inc., one of the nation’s five most active venture capital firms, and was Chairman of its Investment Advisory and Investment Committees from 2004 until 2013, responsible during his tenure for more than 200 VC investments. Mr. Schiele additionally serves as Trustee of seventen private trusts since 1974, 1999, 2007, 2009, 2010, 2011 and 2012, respectively, serving as President of one since 2000, andfrom1974 through the present. Mr. Schiele serves as an Officer and Directorofficer of two others.  Mr. Schiele also serves as a Trustee to various other private charitable foundations since 1974 and 2006 as thehas been Managing Partner of two private investment partnerships since 2008, and aswas a Director and Executive Board memberofficer of The Yankee Institute since 2000.  Mr. Schiele was initially elected in accordance with a Settlement Agreement approved by the United States District Court for the Southern District of New York described in the Corporation’s proxy statement for the December 11, 2009 Annual Meeting of Stockholders and re-elected by the shareholders at the 2010/2011 Annual Meeting of Stockholders.until 2016. Mr. Schiele’s long experience in previous start-ups and corporate restructurings and his service to other boards of directors allow him to make valuable contributions to the Board.

Other Company Directors

DIRECTORS STANDING FOR ELECTION –

CLASS C:  Serving a Three-Year Term Expiring 2018

Alberto Shaio became the Chief Operating Officer of Trans-Lux Corporation on October 6, 2014 and has served as a director since October 2, 2013.  He also serves on the Board of Advisors of Scorpion Capital.  Previously, Mr. Shaio served as President and CEO of Craftsmen Industries from January 1, 2011 through September 1, 2013.  Previously he held various posts with Farrel Corporation (Ansonia, CT and Rochdale, England) from 1986 until December 31, 2010, including the role of President and CEO since 2003.  Mr. Shaio was a Director of the HF Mixing Group (Germany) from 2002 until 2010.  From 1970 through 1986, Mr. Shaio was General Manager, Vice President or President of various companies such as Pavco, Filmtex (Columbia SA), and the Interamerican Investment Group.  He has served on the board of directors of New Energy Corporation, Farrel Corporation, Interactive Systems, Polifilm, Filmtex, PAVCO SA, and Harburg Freudenberg Maschinenbau GmbH (Germany).  Mr. Shaio’s extensive international experience and service to numerous other boards of directors allow him to provide valuable contributions to the Board.

Salvatore J. ZizzaAlan K. Greene, 77, has served as an independent director of Trans-Lux Corporation since 2009. Mr. Zizza was elected Vice Chairman of the Board (a non-executive position) of Trans-Lux Corporation on September 29, 2010.  Mr. Zizza has previously served as Chief Executive Officer and Chairman of the Board of General Employment Enterprises Inc. from December 23, 2009 until December 26, 2012.  Mr. Zizza had served as President and Chief Operating Officer of Bion Environmental Technologies Inc. from January 13, 2003 until December 31, 2005, and has served as Non Executive Chairman of Harbor BioSciences, Inc. since March 27, 2009.  He currently serves as the Chairman of Zizza & Associates, LLC.  Mr. Zizza serves as Chairman of Metropolitan Paper Recycling Inc. and as the Chairman of Bethlehem Advanced Materials.  Additionally, Mr. Zizza serves as a Director of GAMCO Westwood Funds.  He has been an Independent Trustee of GAMCO Global Gold, Natural Resources & Income Trust by Gabelli since November 2005 and serves as a Director/trustee of 26 funds in the fund complex of Gabelli Funds.  He has been Director of General Employment Enterprises Inc. since January 8, 2010 and has been an Independent Trustee of Gabelli Dividend & Income Trust since 2003.  Mr. Zizza has been Independent Director of Gabelli Convertible & Income Securities Fund Inc. since April 24, 1991 and has been a Director of Gabelli Equity Trust, Inc. since 1986 and a Trustee of Gabelli Utility Trust since 1999.  He served as Lead Independent Director of Hollis-Eden Pharmaceuticals from March 2006 to March 2009 and as a Director of Earl Scheib Inc. from March 1, 2004 to April 2009.  Mr. Zizza was initially elected in accordance with a Settlement Agreement approved by the United States District Court for the Southern District of New York described in the Corporation’s proxy statement for the December 11, 2009 Annual Meeting of Stockholders and re-elected by shareholders at the 2012 Annual Meeting of Shareholders.  Mr. Zizza received his Bachelor of Arts in Political Science and his Master of Business Administration in Finance from St. John's University, which also has awarded him an Honorary Doctorate in Commercial Sciences.  Mr. Zizza’s extensive experience and service to numerous other boards of directors allow him to provide valuable contributions to the Board.  In addition, Mr. Zizza also serves as Chairman of the Audit Committee and is the “audit committee financial expert” as required under the rules of the United States Securities and Exchange Commission (the “SEC”).

DIRECTORS – CLASS B:  Serving a Three-Year Term Expiring 2016

Alan K. Greene has served as an independent director of Trans-Lux Corporation since October 2, 2013. Mr. Greene has previously served as a Partner of Price Waterhouse from 1974 to 1995, acting at various times as Managing Partner for cross border transactions and as National Director of tax services for M&A, and in connection with foreign banks and mutual funds with respect to acquisition and investment strategies. Currently, Mr. Greene serves on the board of directors of Intellicorp, Inc. (since 2001) and RAVE, Inc. (since 2005). Previously, he was a director of Connecticut Innovations, Inc. from 2005 until 2015, the Connecticut Clean Energy Fund from 2007 until 2011, Metromedia International Group, Inc. from 2007 until 2011, Enduro Medical Technologies LLC from 2005 until 2013 and Greene Rees Technologies, LLC from 1995 until 2013. Mr. Greene has also held prior board positions at Fortistar Capital, Oswego Hydro, Access Shipping and various other public and private companies through the years. Mr. Greene’s experience serving as chairman of various audit committees of many of these organizations and strong aptitude for technologies allow him to provide valuable contributions to the Board.

Mr. Greene’s term expires at the 2019 Annual Meeting of Stockholders.

Yaozhong ShiRyan J. Morris, 33, was appointed as an independent director in April 2016. Mr. Morris serves as President of Meson Capital Partners LLC, a San Francisco-based investment partnership, which he founded in February 2009. Mr. Morris also currently serves on the board of directors of Sevcon, Inc. since December 2013. Previously, Mr. Morris served as a director of InfuSystem Holdings, Inc. from April 2012 to May 2015 (and served as Executive Chairman from April 2012 to May 2015) and Lucas Energy, Inc. from October 2012 to October 2014 (and was Chairman of the Board from December 2012 to November 2013). From June 2011 to July 2012, Mr. Morris served as a member of the equity committee of HearUSA, Inc., responsible for maximizing value to the stockholders. Mr. Morris’ extensive knowledge of finance and his service to other boards of directors allow him to make valuable contributions to the Board. Mr. Morris’ term expires at the 2019 Annual Meeting of Stockholders.

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Alberto Shaio, 69, became the Chief Operating Officer of the Company on October 6, 2014 and has served as a director since October 2013. He also serves on the Board of Trans-LuxAdvisors of Scorpion Capital. Previously, Mr. Shaio served as President and CEO of Craftsmen Industries from January 1, 2011 through September 1, 2013. Previously he held various posts with Farrel Corporation (Ansonia CT and Rochdale England) from 1986 until December 31, 2010, including the role of President and CEO since 2003. Mr. Shaio was a Director of the HF Mixing Group (Germany) from 2002 until 2010. From 1970 through 1986, Mr. Shaio was General Manager, Vice President or President of various companies including Pavco, Filmtex (Colombia SA), and the Interamerican Investment Group. He has served on the board of directors of New Energy Corporation, Farrel Corporation, Interactive Systems, Polifilm, Filmtex, PAVCO SA, and Harburg Freudenberg Maschinenbau GmbH (Germany). Mr. Shaio’s extensive international experience and service to numerous other boards of directors allow him to provide valuable contributions to the Board. Mr. Shaio’s term expires at the 2018 Annual Meeting of Stockholders.

Yaozhong Shi, 49,became a non-executive employee of the Company on July 22, 2015 and has served as a director since June 29, 2014. Mr. Shi was appointed as a director of Trans-Lux Corporationthe Company pursuant to the terms of that certain Securities Purchase.

Purchase Agreement dated as of June 27, 2014 between the Company and Retop Industrial (Hong Kong) Limited.Transtech LED Company Limited (“Transtech”). Mr. Shi has served as a Directorbeen an employee of Retop LED Display Co. Ltd.the Company since April 2005 and Director of Retop Lighting Landscape Design Engineering Co., Ltd. since April 2013.July 2015. Mr. Shi has also served as a Vice Presidentover 25 years of Elec-Tech International Co., Ltd. since July 2009.  Previously, Mr. Shi served as General Manager and President of Retop Opto Electronic Co. Ltd. from January 2000 through March 2005.experience in the LED industry. Mr. Shi’s contributions to RetopTranstech have resulted in a successful, well-known brand in the LED display total solution industry that provides solutions for multiple indoor & outdoor applications primarily in the media, entertainment and sports sectors. Mr. Shi’s strong business knowledge and extensive history and resources in the LED display arena combined with his twenty years of experience in the LED industry, allow him to provide valuable contributions to the Board. Mr. Shi’s term expires at the 2019 Annual Meeting of Stockholders.

Salvatore J. Zizza, 71, has served as an independent director since December 2009. Mr. Zizza was elected Vice Chairman of the Board (a non-executive position) of the Company on September 29, 2010. Mr. Zizza has previously served as Chief Executive Officer and Chairman of the Board of General Employment Enterprises Inc. from December 23, 2009 until December 26, 2012. Mr. Zizza had served as President and Chief Operating Officer of Bion Environmental Technologies Inc. from January 13, 2003 until December 31, 2005, and has served as Non Executive Chairman of Harbor BioSciences, Inc. since March 27, 2009. He currently serves as the Chairman of Zizza & Associates, LLC. Mr. Zizza serves as the Chairman of Bethlehem Advanced Materials. Additionally, Mr. Zizza serves as a Director of GAMCO Westwood Funds. He has been an Independent Trustee of GAMCO Global Gold, Natural Resources & Income Trust by Gabelli since November 2005 and serves as a Director/trustee of 26 funds in the fund complex of Gabelli Funds. He has been Director of General Employment Enterprises Inc. since January 8, 2010 and has been an Independent Trustee of Gabelli Dividend & Income Trust since 2003. Mr. Zizza has been Independent Director of Gabelli Convertible & Income Securities Fund Inc. since April 24, 1991 and has been a Director of Gabelli Equity Trust, Inc. since 1986 and a Trustee of Gabelli Utility Trust since 1999. He served as Lead Independent Director of Hollis-Eden Pharmaceuticals from March 2006 to March 2009 and as a Director of Earl Scheib Inc. from March 1, 2004 to April 2009. As previously disclosed in the Company’s Prospectus filed on October 14, 2015, the SEC issued a cease and desist order which provides that Mr. Zizza violated Rule 13b2.2 of the Securities Exchange Act of 1934 and in connection therewith Mr. Zizza agreed to pay a $150,000 fine. Mr. Zizza received his Bachelor of Arts in Political Science and his Master of Business Administration in Finance from St. John's University, which also has awarded him an Honorary Doctorate in Commercial Sciences. Mr. Zizza’s extensive experience and service to numerous other boards of directors allow him to provide valuable contributions to the Board. In addition, Mr. Zizza also serves as Chairman of the Audit Committee and is the “audit committee financial expert” as required under the rules of the SEC. Mr. Zizza’s term expires at the 2018 Annual Meeting of Stockholders.

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THE BOARD OF DIRECTORS RECOMMENDS A
VOTE “FOR” THE APPROVAL OF EACH OF THE DIRECTORS
STANDING FOR ELECTION LISTED ABOVE.CORPORATE GOVERNANCE AND RELATED MATTERS

IT IS INTENDED THAT PROXIES SOLICITED HEREBY WILL BE
VOTED “FOR” EACH OF THE DIRECTOR NOMINEES UNLESS
THE STOCKHOLDER SPECIFIES OTHERWISE.

RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Proposal No. 2 (Item 2 on Proxy Card)

Background and Ratification Requirement

BDO USA, LLP (“BDO”) has served as our independent registered public accounting firm since May 17, 2010, when the Audit Committee of the Corporation’s Board of Directors approved their engagement to audit

Board Composition and Election of Directors

We operate under the Corporation’s financial statementsdirection of our Board. Our Board is responsible for the fiscal year ended December 31, 2010.  The Audit Committee has appointed BDO asmanagement of our independent registered public accounting firm forbusiness and affairs. Our Certificate of Incorporation provides that the fiscal year ending  December 31, 2015.

The ratificationnumber of the appointmentdirectors may be determined pursuant to our Amended and Restated Bylaws, which provide that such number may be determined from time to time by our Audit Committee of BDO asBoard. However, under our independent registered public accounting firm forAmended and Restated Bylaws, the fiscal year ending December 31, 2015 requires the affirmative voteBoard shall consist of a majorityminimum of the votes cast affirmatively or negativelyfive and a maximum of Common Stockfifteen directors. Our directors are divided into three separate classes of the Corporation voting in person or by proxy.  Although stockholder approval of the appointment is not required by law and is not binding on the Audit Committee, the Committee will take the appointment under advisement if such appointment is not approved by the affirmative vote of a majority of the votes cast at the Meeting.

Representatives of BDO may be present at the Annual Meeting to answer appropriate questions and to make a statement if they wish.

The Audit Committee is not aware of any disagreements between management and BDO regarding accounting principles and their application or otherwise.

Audit Committee Pre-Approval of Independent Auditor Services:  All audit services provided by BDO for 2014 and 2013 were approved by the Audit Committee in advance of the work being performed.

Audit Fees:  BDO audit fees were $183,339 in 2014 and $202,525 in 2013.  BDO audit fees for both 2014 and 2013 included, but were not limited to, fees associated with the annual audit of the Corporation’s financial statements, reviews of the Corporation’s quarterly reports on Form 10-Q and reviews of the Corporation’s proxy statements.

Audit-Related Fees:  There were no audit-related services provided by BDO in 2014 or in 2013.

Tax Fees:  BDO did not provide any tax services during 2014 or in 2013.

All Other Fees:  BDO did not provide any non-audit related services during 2014 or in 2013.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE
PROPOSAL TO RATIFY THE APPOINTMENT OF BDO, AS
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO AUDIT THE FINANCIAL STATEMENTS OF THE
CORPORATION FOR THE 2015 FISCAL YEAR.

IT IS INTENDED THAT PROXIES SOLICITED HEREBY WILL BE VOTED “FOR” THE
RATIFICATION OF THE APPOINTMENT OF BDO USA, LLP, AS THE
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO AUDIT THE
FINANCIAL STATEMENTS OF THE CORPORATION FOR
THE 2015 FISCAL YEAR  UNLESS THE STOCKHOLDER SPECIFIES OTHERWISE.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS, DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information as of May 21, 2015 (or such other date specified) with respect to (A) the beneficial ownership of Common Stock or shares acquirable within 60 days of such date by (i)directors. At each person known by the Corporation to own more than 5% of the Common Stock and who is deemed to be such beneficial owner of Common Stock under Rule 13d-3(a)(ii); (ii) each person who is a director of the Corporation or a nominee for director of the Corporation; (iii) each named executive in the Summary Compensation Table and (iv) all persons as a group who are executive officers and directors of the Corporation, and (B) the percentage of outstanding shares held by them on that date:

*Represents less than 1% of total number of outstanding shares.

(1)		Based on Schedule 13D, as amended, dated August 19, 2014 by Mario J. Gabelli, Gabelli Funds, LLC, Teton Advisors, Inc., Gamco Investors, Inc., GGCP, Inc., and Gamco Asset Management Inc., which companies are parent holding companies and/or registered investment advisers.  All securities are held as agent for the account of various investment company fund accounts managed by such reporting person.  Except under certain conditions, Gabelli Funds, LLC has sole voting power and sole dispositive power over such shares.  On January 27, 2015, Gabelli Equity Series Funds, Inc. – The Gabelli Small Cap Growth Fund filed a Schedule 13G relating to 404,180 of the aforementioned 425,860 shares.
(2)		The amount includes 33,333 shares of Common Stock acquirable upon exercise of vested warrants.  Mr. Shi, a director of Trans-Lux Corporation, is a director of Retop Industrial (Hong Kong) Limited.

(3)		Based on Schedule 13D dated June 20, 2014.  Mr. Elser, a director of Trans-Lux Corporation, exercises voting and dispositive power as investment manager of Carlisle Investments Inc.
(4)		Based on Schedule 13G dated February 13, 2015.  Bard Associates, Inc. has sole voting power over 12,280 of such shares and sole dispositive power over all of such shares.
(5)		The amount includes 190,244 shares of Common Stock owned by Carlisle Investments, Elser & Co. and Advicorp plc, of which Mr. Elser exercises voting and dispositive power as investment manager.
(6)		The amount includes 6,620 shares of Common Stock acquirable upon exercise of 6,600 vested warrants and 20 stock options.  This amount does not include 13,400 shares of Common Stock acquirable upon exercise of warrants that are not yet vested or exercisable.
(7)		The amount includes 333,333 shares of Common Stock owned by Retop Industrial (Hong Kong) Limited and 33,333 shares of Common Stock acquirable upon exercise of vested warrants owned by Retop Industrial (Hong Kong) Limited.
(8)		Mr. Zizza disclaims any interest in the shares set forth in footnote 1 above.  The amount includes 6,620 shares of Common Stock acquirable upon conversion of 6,600 vested warrants and 20 stock options.  This amount does not include 13,400 shares of Common Stock acquirable upon exercise of warrants that are not yet vested or exercisable.
(9)		The amount includes 46,573 shares of Common Stock, as set forth in footnotes above, which members of the group have the right to acquire upon exercise of stock options and warrants.  This amount does not include 26,800 shares of Common Stock acquirable upon exercise of warrants that are not yet exercisable.

MEETINGS OF THE BOARD OF DIRECTORS AND CERTAIN COMMITTEES

The Board of Directors held five (5) meetings during 2014 and seven (7) meetings during 2013.  All directors attended 75% or more of such meetings and of the committee meetings for which they were members.  The Corporation does not have a formal policy regarding directors’ attendance at annual stockholders meetings, but strongly encourages and prefers that directors attend regular and special Board meetings as well as the Annual Meeting of Stockholders, in person, although attendance by teleconferenceone class of directors is elected to a term of three years or until the election and qualification of their successors, or their earlier death, resignation or removal. There are no family relationships among any of our directors or executive officers.

Independent Directors

While the Company’s Common Stock is traded on the OTCQB, the Company follows the NYSE MKT Company Guide regarding the determination of independence of the Company’s directors. A director is considered adequate.  The Corporation recognizesindependent if the Board determines that attendancethe director does not have any direct or indirect material relationship with the Company. Messrs. Allain, Shaio and Shi are employees of the board members at all meetings may not be possibleCompany and excuses absences for good cause.

Non-employee directors (other than our Chairman and Vice Chairman) are duetherefore have been determined by the Board to receive an annual feefall outside the definition of $10,000, as well as $1,000 for each meeting“independent director.”  Mr. Shi is a Director of Transtech, which is one of the Board attended in person and $500 for each telephonic meeting attended, while employee directors are not entitled to receive any fees for their attendance to any meetings or otherwise.  Mr. GeorgeCompany’s main suppliers of LED modules. Messrs, Elser, Greene, Morris, Schiele and Mr. Salvatore Zizza the Chairman and Vice Chairman, respectively, receive an annual fee of $15,000 each, monthly fees of $3,000 each, $1,500 for each meetingare non-employee directors of the Company.

The Board attended in personhas determined that Messrs. Greene, Morris, Schiele and $750 for each telephonic meeting attended.  Fees forZizza are “independent directors” because they had no relationship with the Company other than their capacities as members of the Board and Committeescommittees thereof. The Board has determined that Mr. Elser’s voting dispositive power as investment manager of Carlisle Investments, Inc. (“Carlisle”), which has made loans to the Company, does not disqualify Mr. Elser from being considered an “independent director.” The Board has determined that its two Audit Committee members, Messrs. Greene and Zizza, are determined annually“independent directors”. In addition, our Board has made a subjective determination as to each independent director and independent director nominee that no relationships exist which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our Board reviewed and discussed information provided by the entiredirectors, the director nominees and us with regard to each director and director nominee’s business and personal activities and relationships as they may relate to us and to our management. In addition, our Board has concluded that each of Directors basedMessrs. Greene and Zizza satisfies the heightened audit committee independence standards set forth in Rule 10A-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Board Committees

Our Board has established a standing Audit Committee, Compensation Committee, Executive Committee and Nominating Committee. Each committee operates under a charter approved by our Board. Copies of each committee’s charter are posted on the Investor Relations section of our website at www.trans-lux.com.

Audit Committee

Our Audit Committee consists of Messrs. Greene and Zizza, with Mr. Zizza serving as chairman. Our Board has determined that Mr. Zizza is an “audit committee financial expert” as defined in applicable SEC rules. Our Audit Committee’s responsibilities include:

•

appointing, compensating, retaining and overseeing the work of any public accounting firm engaged by us for the purpose of preparing or issuing an audit report or performing other audit, review or attest services;

•

reviewing and discussing with management and the external auditors our audited financial statements;

•

considering the effectiveness of compensation paid by other similar size companies,our internal control system;

•

reviewing and discussing with management the amounts currently paid by the Company, the overallCompany’s major financial risk exposures and steps management has taken to monitor and control such exposures and liabilities;

•

establishing our policy for determining compensation paid to officers andregarding our hiring of employees or former employees of the Companyexternal auditors and the general financial condition of the Company.  During 2014 and 2013, certain board members deferred payment of their fees.  In lieu of a cash payment, certain board members and former board members have agreed to receive restricted shares of Common Stock of the Company or a combination of cash and restricted shares of Common Stock of the Company, which such restricted shares shall contain a legend under the Securities Act of 1933, as amended (the "Securities Act") and shall not be transferable unless and until registered or otherwise in accordance with applicable securities laws.  Certain of these restricted shares were issued in December 2013.

Corporate Governance Policies and Procedures

The Board of Directors has adopted a Code of Business Conduct and Ethics Guidelines (the “Ethics Code”) that applies specifically to board members and executive officers.  The Ethics Code is designed to promote compliance with applicable laws and regulations, to promote honest and ethical conduct, including full, fair, accurate and timely disclosure in reports and communications with the public.  The Ethics Code is available for viewing on the Corporation’s website at www.trans-lux.com.  Any amendments to, or waivers from, the Ethics Code will be posted on the website.  In addition, the Board of Directors adopted a Whistle Blowing policy, which provides procedures for the receipt, retention and treatment of accounting related complaints receivedand concerns;

•

meeting independently with our external auditors and management;

•

reviewing and updating the Audit Committee Charter; and

•

preparing the Audit Committee report required by the Corporation regarding accounting, internal accounting controls and auditing matters, as well as the confidential, anonymous submission of concerns regarding questionable accounting or auditing practices.

Corporate Leadership Structure

Two separate individuals serve as the Corporation’s Chairmanproxy rules of the Board and Chief Executive Officer.  The Chairman is not an executive officer.  The Chairman provides leadership to the Board in the fulfillment of his responsibilities in presiding over Board meetings.  The Chairman also presides over all meetings of the stockholders.  The Chief Executive Officer is responsible for directing the operational activities of the Corporation.SEC.

Risk Management6

Compensation Committee

Our Board of Directors and its Audit Committee are actively involved in risk management.  Both the Board and Audit Committee regularly review the financial position of the Corporation and its operations, and other relevant information, including cash management and the risks associated with the Corporation’s financial position and operations.

Communication with the Board of Directors

Security holders are permitted to communicate with the members of the Board by forwarding written communications to the Corporation’s Corporate Secretary at the Corporation’s headquarters in New York, New York.  The Corporate Secretary will present all communications, as received and without screening, to the Board at its next regularly scheduled meeting.

Committees of the Board of Directors

The Board of Directors has appointed a Compensation Committee an Audit Committee, an Executive Committeeconsists of Messrs. Elser, Greene and a Nominating Committee.Zizza, with Mr. Greene serving as chairman. Our Compensation Committee’s responsibilities include:

Compensation Committee•

Theproviding guidance and periodic monitoring for all of our corporate compensation;

•

considering the effectiveness of our employee equity programs;

•

administering our stock incentive plans with respect to our executive officers and employee Board members, including the adjustment of the Compensation Committee ofbase salary each year;

•

implementing and administering our incentive compensation programs and authorizing all awards under these incentive programs;

•

administering our employee benefit plans; and

•

approving all perquisites, equity incentive awards, special cash payments or loans made or paid to executive officers and employee Board members and assisting the Board of Directors are Messrs. Elser, Greenein succession planning for executive officers.

At the end of each fiscal year, the Compensation Committee meets to review the performance of executive officers and Zizza.employee Board members subject to the short-swing profit restrictions of Section 16 of the Exchange Act under those programs and award bonuses thereunder. At that time, the Compensation Committee may also adjust base salary levels for executive officers and employee Board members subject to the short-swing profit restrictions of Section 16 of the Exchange Act and review the overall performance of our employee benefit plans. The Compensation Committee operates under a formal written charter approved by the Compensation Committee and adopted by the Board of Directors.  also meets when necessary to administer our stock incentive plan.

The Compensation Committee reviewshas determined and reviewed the value and forms of compensation for our named executive officers and other benefits.officers based on the committee members’ knowledge and experience, competitive proxy and market compensation information and management recommendations. The Compensation Committee did not hold any meetingsengage a compensation consulting firm in 2014 or 2013.  Nonefiscal year 2016. The Compensation Committee does not delegate its authority to review, determine and recommend, as applicable, the forms and values of the membersvarious elements of thecompensation for executive officers and directors. The Compensation Committee is or has been an officer or employee ofdoes delegate to Company management the Corporation.  There are no Compensation Committee interlock relationships with respectimplementation and record-keeping functions related to the Corporation.  Membersvarious elements of saidcompensation it has approved.

Nominating Committee receive

Our Nominating Committee consists of Messrs. Elser, Schiele and Shaio. Our Nominating Committee’s responsibilities include:

•

reviewing any stockholder nominations for directors and presenting to our Board a feelist of $320individuals recommended for eachnomination for election to our Board at the annual meeting of stockholders;

•

reviewing the Committee they attenddisclosure included in our proxy statement regarding our director nomination process;

•

reviewing the composition of each Board committee and presenting recommendations for committee memberships to our Board as needed; and

•

reviewing the Chairperson, Mr. Greene, receives an annual feecharter and composition of $1,600.each Board committee and making recommendations to our Board for the creation of additional Board committees or the change in mandate or dissolution of Board committees.

Audit Committee

The members of the Audit Committee of the Board of Directors are Messrs. Zizza  and Greene.  The Audit Committee operates under a formal written charter approved by the Committee and adopted by the Board of Directors, a copy of which is available on the Corporation’s website at http://www.trans-lux.com/about/investor-information.  The Board of Directors has determined that Mr. Zizza meets the definition of “audit committee financial expert” set forth in Item 407 of Regulation S-K, as promulgated by the SEC.  The Audit Committee held five (5) telephonic meetings with the independent auditors in 2014  and two (2) such meetings in 2013.  The responsibilities of the Audit Committee include the appointment of the independent registered public accounting firm, review of the audit function and the material aspects thereof with the Corporation’s independent registered public accounting firm, and compliance with the Corporation’s policies and applicable laws and regulations.  Members of said Committee receive a fee of $400 for each meeting of the Committee they attend (other than the quarterly telephonic meetings held with the independent auditors) and the Chairman, Mr. Zizza, receives an annual fee of $2,400 and a fee of $100 for his participation in each quarterly telephonic meeting held with the independent auditors.

Executive Committee

The members of theOur Executive Committee consists of the Board of Directors are Messrs. Elser, Schiele and Zizza. The Executive Committee operates under a formal written charter approved by the CommitteeMessrs. Elser, Schiele and adopted by the Board of Directors.  Mr. Zizza isare independent, in accordance withmeeting the requirements of Section 952 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Each of the members of the Executive Committee qualify as "non-employee directors"“non-employee directors” for the purposes of Rule 16b-3 under the Securities Exchange Act, of 1934,and Messrs. Elser, Schiele and Zizza qualify as amended (the "Securities Exchange Act"), and Mr. Zizza is an "outside director"directors" for the purposes of Section 162(m) of the Internal Revenue Code, as amended. The primary purpose of theOur Executive Committee is to provideCommittee’s responsibilities include:

•

providing the President and Chief Executive Officer of the Company with a confidential sounding board for insights and advice, and to provide the Board with a more active formal interface with management and its day to day policy and actions.  Additionally, the secondary objective of the Executive Committee is to exerciseactions; and

•

exercising the powers and authority of the Board, subject to certain limitations set forth in the Company’s charter, during the intervals between meetings of the Board, when, based on the business needs of the Company, it is desirable for the Board to meet but the convening of a special board meeting is not warranted as determined by the Chairman of the Board.

It is the general intention that all substantive matters in the ordinary course of business be brought before the full Board for action, but the Board recognizes the need for flexibility to act on substantive matters where action may be necessary between Board meetings, which, in the opinion of the Chairman of the Board, should not be postponed until the next previously scheduled meeting of the Board.  Members

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Directors’ Attendance at Meetings

During fiscal year 2016, the Board and each of its committees held the following meetings:

•

the Board held four meetings;

•

the Audit Committee held four meetings;

•

the Compensation Committee did not hold any meetings;

•

the Nominating Committee did not hold any meetings; and

•

the Executive Committee did not hold any meetings.

In fiscal year 2016, all directors attended 75% or more of meetings of the Board and committees on which they serve. The Company does not have a formal policy regarding directors’ attendance at annual stockholders meetings, but strongly encourages and prefers that directors attend regular and special Board meetings as well as the annual meeting of stockholders in person, although attendance by teleconference is considered adequate. The Company recognizes that attendance of the Board members at all meetings may not be possible and excuses absences for good cause.

Board Leadership Structure

The roles of Chairman and Chief Executive Officer are separate positions. Mr. Schiele serves as our Chairman and Mr. Allain serves as our Chief Executive Officer. We separate the roles of Chairman and Chief Executive Officer in recognition of the differences between the two roles. The Chief Executive Officer is responsible for setting our strategic direction and our day-to-day leadership and performance, while the Chairman of the Board provides guidance to the Chief Executive Officer and presides over meetings of the Board. We do not receive any feeshave a lead independent director.

Risk Oversight

Our Board of Directors and its Audit Committee are actively involved in risk management. Both the Board and Audit Committee regularly review the financial position of the Company and its operations, and other relevant information, including cash management and the risks associated with the Company’s financial position and operations. The Board regularly receives reports from senior management on areas of material risk to our Company, including our liquidity, operational and legal and regulatory risks. Pursuant to its charter, the Audit Committee reviews our major financial risk exposures and the steps management has taken to monitor and control such exposures, and it also meets periodically with management to discuss policies with respect to risk assessment and risk management.

Nominations for their participation.Directors

Nominating CommitteeDirector Qualifications

The membersfull Board is responsible for selecting persons to fill vacancies on the Board and recommending candidates for election by the stockholders. The Board has delegated the process of considering candidates to the Nominating Committee. In evaluating director nominees, the Nominating Committee of the Board of Directors are Messrs. Schiele, Elser and Shaio.    The Nominating Committee operates under a formal written charter approved by the Committee and adopted by the Board of Directors.  The Nominating Committee recommends for consideration by the Board of Directors,considers director nominees for election of directors at the Corporation’s Annual Meeting of Stockholders.  Director nominees are considered on the basis of, among other things, experience, expertise, skills, knowledge, integrity, understanding the Corporation’sCompany’s business and willingness to devote time and effort to Board responsibilities.  Members of

In assessing potential new directors, the Nominating Committee do not receive any fees for their participation.considers individuals from various disciplines and diverse backgrounds so that the Board has a broad diversity of experience, professions, skills and backgrounds. The Nominating Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. Our Board has no formal policy with regard to the consideration of diversity in identifying director nominees, but the Board believes that the backgrounds and qualifications of the directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities. Other than the foregoing, there are no specific minimum qualifications that the Nominating Committee believes that a Committee-recommended nominee to the Board must possess, although the Nominating Committee may also consider such other factors as it may deem are in our best interests or the best interests of our stockholders. Nominees are not discriminated against on the basis of race, religion, national origin, sexual orientation, disability or any other basis proscribed by law.

In its deliberations, the Nominating Committee is aware that our Board must have a separate policy regarding diversityat least one director who qualifies as an “audit committee financial expert” as defined by SEC rules. The Nominating Committee also believes it appropriate for certain key members of our management to participate as members of the Board.

8

Stockholder Nominations

The Nominating Committee will evaluate any director candidates recommended by a stockholder according to the same criteria as a candidate identified by the Nominating Committee.

Any stockholder who intends to nominate a director at our 2018 Annual Meeting must notify our Acting Corporate Governance CommitteeSecretary in writing at the address set forth at the beginning of this proxy statement of such intent in a timely manner in accordance with Article 5(c) of our Amended and Restated Bylaws. In accordance with the advance notice provisions of our Amended and Restated Bylaws, to be timely, director nominations must be delivered to or mailed and received by the Acting Corporate Secretary of the Company not later than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting (or May 21, 2018). However, in the event that the date of the 2018 Annual Meeting is advanced more than 30 days prior to such anniversary date or delayed more than 60 days after such anniversary date, then to be timely such notice must be received by us on or before the later of (i) 90 days prior to the date of the meeting or (ii) the tenth day following the day on which public announcement of the date of the meeting was made. The notice must include the information specified in our Amended and Restated Bylaws.

Code of Business Conduct and Ethics

The Board has adopted a Code of Directors has not establishedBusiness Conduct and Ethics Guidelines (the “Ethics Code”) that applies specifically to board members and executive officers. The Ethics Code is designed to promote compliance with applicable laws and regulations, to promote honest and ethical conduct, including full, fair, accurate and timely disclosure in reports and communications with the public. The Ethics Code is available for viewing on the Company’s website at www.trans-lux.com in the “Investor Relations” Section. Any amendments to, or waivers from, the Ethics Code will be posted on the website. In addition, the Board adopted a corporate governance committee.  Whistle Blowing policy, which provides procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls and auditing matters, as well as the confidential, anonymous submission of concerns regarding questionable accounting or auditing practices.

Stockholder Communication with the Board

The Board maintains a process for stockholders to communicate with the Board or with individual directors. Stockholders who wish to communicate with the Board or with individual directors should direct written correspondence to our Acting Corporate Secretary at our Company’s headquarters located at 445 Park Avenue, Suite 2001, New York, New York 10022. Any such communication must contain:

•

a representation that the stockholder is a holder of Directors actsrecord of our capital stock;

•

the name and address, as they appear on our books, of the corporate governance committee.stockholder sending such communication; and

Independence•

the class and number of Non-Employee Directorsshares of our capital stock that are beneficially owned by such stockholder.

The Corporation followsActing Corporate Secretary will forward such communications to our Board or the NYSE MKT Company Guidespecified individual director to whom the communication is directed unless such communication is unduly hostile, threatening, illegal or similarly inappropriate, in which case the Acting Corporate Secretary has the authority to discard the communication or to take the appropriate legal action regarding the independence of directors.  A director is considered independent if the Board of Directors determines that the director does not have any direct or indirect material relationship with the Corporation.  Mr. Allain and Mr. Shaio are employees of the Corporation and therefore have been determined by the Board to fall outside the definition of “independent director.”  Messrs. Elser, Greene, Schiele, Shi and Zizza are non-employee directors of the Corporation.  Mr. Elser, via Carlisle Investments, Inc. over which he exercises voting and dispositive power as investment manager, and Mr. Schiele have made loans to the Corporation and therefore have been determined by the Board to fall outside the definition of “independent director.”  Mr. Shi is asuch communication.

2016 Director of Retop Industrial (Hong Kong) Ltd., which is the Corporation’s main supplier of LED modules, and therefore has been determined by the Board to fall outside the definition of “independent director.”  The Board of Directors has determined that Messrs. Greene and Zizza are “independent directors” since they have no relationship with the Corporation other than their status and payment as non-employee directors and as stockholders.  The Board of Directors has determined that its Audit Committee members, namely Messrs. Greene and Zizza, are “independent directors”.Compensation

Non-Employee Director Stock Option Plan

The Board of Directors has previously established a Non-Employee Director Stock Option Plan which, as amended, covers a maximum of 8001,200 shares for grant. Such options are granted for a term of six years and are priced at fair market value on the grant date. The determination as to the amount of options to be granted to directors is based on years of service, and are calculated on a yearly basis as follows:  a minimum of 20 stock options are granted for each director; an additional 20 stock options are granted if a director has served for five years or more; an additional 20 stock options are granted if a director has served for ten years or more; and an additional 40 stock options are granted if a director has served for twenty years or more. Such options are exercisable at any time upon the first anniversary of the grant date. The CorporationCompany grants additional stock options upon the expiration or exercise of any such option if such exercise or expiration occurs no earlier than four years after date of grant, in an amount equal to the number of options that have been exercised or that have expired. In addition to the foregoing, the shareholders approvedCompany received stockholder approval of a proposal to grant warrants to purchase 20,000 20,000 and 2,000 shares to Messrs.each of Salvatore J. Zizza and George W. Schiele, and Ms. Firstenberg, respectively, which warrants were granted in 2013.

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Compensation of Directors

The following table sets forth the compensation awarded to, earned by, or paid to each person who served as a director during the fiscal year ended December 31, 2016.

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Does not include compensation payable to Messrs. Allain, and Shaio as executive officers of the Company, as futher described under "Executive Compensation".

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Mr. Morris was appointed a director by the Board on April 25, 2016.

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As of December 31, 2016, Messrs Schiele and Zizza also hold warrants to purchase 20,000 shares of the Company’s Common Stock from a prior year award.

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Certain Relationships and Related Transactions

Except as described below, there has not been, nor is there currently proposed, any transaction or series of similar transactions to which we were or are a party in which the amount involved exceeded or exceeds the lesser of $120,000 or 1% of our total assets and in which any of our directors, executive officers, holders of more than 5% of any class of our voting securities or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest, other than compensation arrangements with directors and executive officers and the transactions described or referred to below.

Yaozhong Shi, a director compensationof the Company, is the Chairman of Transtech, which is one of our primary LED suppliers. The Company purchased $3.6 million and $3.5 million of product from Transtech in 2016 and 2015, respectively, at prices that approximate fair market value. Amounts payable by the Company to Transtech were $140,000, $0 and $145,000 as of June 30, 2017 and December 31, 2016 and 2015, respectively.

On June 30, 2016, the Company entered into a 1-year Trademark Licensing Agreement with Transtech, pursuant to which Transtech paid the Company $72,500 upon signing the agreement and would pay the Company a 3% royalty on any equipment sold using the Company’s trademark. There were no such sales in the six months ended June 30, 2017 and the agreement has now expired.

Marco Elser, a director of the Company, provided $500,000 of funding to BFI Capital Fund II, LLC, with whom the Company entered into a Credit Agreement (the “Credit Agreement”) on April 23, 2015 for 2014a $1.5 million credit line at a fixed rate of interest of 12.00%, with a maturity date of May 1, 2016. The Company had borrowed $1.0 million under the Credit Agreement, which has been used for working capital. The Credit Agreement was satisfied and 2013:terminated on November 23, 2015.

On April 27, 2016, the Company received a $500,000 loan from Carlisle at a fixed interest rate of 12.00%, which is due to mature on April 27, 2019 with a bullet payment of all principal due at such time. Interest is payable monthly. Marco Elser exercises voting and dispositive power as investment manager of Carlisle.

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AUDIT COMMITTEE REPORT

Management is responsible for our system of internal controls over financial reporting and for preparing our financial statements. Our independent registered public accounting firm, Marcum LLP, is responsible for performing an independent audit of our consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”) and to issue a report thereon. The Audit Committee Reportis responsible for overseeing management’s conduct of the financial reporting process and system of internal control.

During 2016, the Audit Committee met regularly and held discussions with management and the independent registered public accounting firm. During these meetings and in meetings concerning our 2016 Annual Report for the year ended December 31, 2016, the Audit Committee has:

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reviewed and discussed the audited financial statements included in our 2016 Annual Report for the year ended December 31, 2016 with management and our independent registered public accounting firm;

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received the written disclosures and communications from the independent registered public accounting firm that are required by the applicable requirements of the PCAOB regarding such firm’s communications with the Audit Committee concerning independence and has discussed with such firm its independence; and

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discussed with the independent registered public accounting firm the matters required to be discussed under Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the PCAOB in Rule 3200T, or any successor rule.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements of the Company and its subsidiaries be included in the 2016 Annual Report for the year ended December 31, 2016 for filing with the SEC.

The Audit Committee has relied, without independent verification, on management’s representation that the financial statements have been prepared with integrity and objectivity and in conformity with accounting principles generally accepted in the United States and on the representations of the independent registered public accounting firm included in its report on our financial statements. The Audit Committee’s considerations and discussions with management and the independent registered public accounting firm do not, however, ensure that our financial statements are presented in accordance with generally accepted accounting principles or that the audit of our financial statements has been carried out in accordance with the standards of the PCAOB.

The information contained in this Proxy Statementreport shall not be deemed to be “soliciting material” or “filed“filed” or incorporated by reference in future filings with the SEC”SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that it is specifically incorporated by reference into a document filed under the Securities Act or Exchange Act.

The following is a report of the Audit Committee of the Board of Directors:

The members of the Audit Committee of the Board of Directors listed below are independent directors as defined by Section 952 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.  The Board of Directors has adopted a written charter for the Audit Committee.

The responsibilities of the Audit Committee include recommending to the Board of Directors an accounting firm to be engaged as the Corporation’s independent registered public accounting firm.  Management is responsible for the preparation of the Corporation’s financial statements and the financial reporting process, including the system of internal controls.  The independent registered public accountants are responsible for expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States of America.  The Audit Committee’s responsibility is to oversee these processes.

The Audit Committee has met and held discussions with management and the independent registered public accountants.  The Audit Committee has reviewed and discussed the matters required to be discussed by Statement on Auditing Standards No. 61, “Communication with Audit Committees,” as amended.  The Corporation’s independent registered public accountants have provided to the Audit Committee the written disclosures and the letter required under Independence Standards of the Public Company Accounting Oversight Board (PCAOB) Rule 3526, “Communication with Audit Committees Concerning Independence.”  The Audit Committee also considered the compatibilities of non-audit services with the accountants’ independence.

In fulfilling its oversight responsibilities, the Audit Committee has reviewed and discussed with management the Corporation’s audited consolidated financial statements contained in the Corporation’s Annual Report on Form 10-K for the year ended December 31 2013 and the year ended December 31, 2014.  The Audit Committee recommended that the Board of Directors include the audited consolidated financial statements in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2013, as filed with the SEC on May 13, 2014, and for the year ended December 31, 2014, as filed with the SEC on April 2. 2015.

The Audit Committee has discussed the overall scope and plans for the audit with the independent registered public accountants.  The Audit Committee will meet with the independent accountants, with and without management present, to discuss the results of their examination and the overall quality of the Corporation’s financial reporting.

Independent Registered Public Accounting Firms’ Fees

During the year ended December 31, 2014, audit fees of $183,339 were paid or accrued to BDO, the Corporation’s independent registered public accounting firm.  During the year ended December 31, 2013, audit fees of $202,525 were paid or accrued to BDO.  Audit fees for 2013 and for 2014 were for the annual audits of the Corporation’s financial statements, reviews of the Corporation’s quarterly reports on Form 10-Q, and a review of the Corporation’s proxy statement.

The Audit Committee of the Board of Directors has considered the absence of non-audit services by the auditors for financial information systems design and implementation and the absence of all other non-audit services as compatible with maintaining the auditor’s independence.

This report is submitted by the Audit Committee.  Its members are:

Salvatore J. Zizza, Chairman

Alan K. Greene

COMPENSATION OF EXECUTIVE OFFICERS
AND TRANSACTIONS WITH MANAGEMENT

Compensation Discussion and Analysis

All matters concerning executive compensation for the Chief Executive Officer and other executive officers whose annual base salaries are over $200,000 per year are considered by the Corporation’s Compensation Committee.  Our compensation structure for our executives is designed to attract individuals with the skills necessary for us to achieve our business plan, to reward those individuals for successful performance over time, and to retain those executives who continue to perform at or above our expectations, without incurring risk-taking incentives that may adversely affect the Corporation.  Our executives’ compensation has three primary components:  a base salary, cash incentive bonuses and equity awards.

Base Salary.  We fix the base salary of each of our executives at a level we believe enables us to hire and retain individuals in a competitive environment and rewards satisfactory individual performance and a satisfactory level of contribution to our overall business goals.  We also take into account the base salaries paid by similarly sized companies and the base salaries of other companies with which we believe we compete for talent.  Named executive officer compensation currently reflects amounts of cash consistent with periods of economic stress and lower earnings, as we focus on actions to stabilize the Company and to position it for a continued recovery.

Cash Incentive Bonus.  We design the cash incentive bonuses for our executives to focus the executive on achieving key financial and/or operational objectives within a yearly time horizon, as described in more detail below.  Cash incentive bonuses for our executives are established as part of their respective individual employment agreements, as applicable.  Currently, J.M. Allain, our President and Chief Executive Officer, is the only executive officer of the Corporation entitled to a cash incentive bonus; his cash incentive bonus is determined in accordance with the terms of his employment agreement with the Company.  As a general matter, the Compensation Committee is responsible for determining all criteria for the provision of any cash incentive bonuses awarded by the Corporation, and any such decisions by the Compensation Committee must be approved by the Board of Directors at the time any employment agreement contemplating a cash incentive bonus is entered into.  Based on the financial standing of the Corporation, no cash incentive bonuses were paid for the years ended December 31, 2013 or December 31, 2014.

Equity Awards.  We occasionally grant stock options, restricted stock or warrants relating to employment agreements and/or to reward long-term performance.  We believe that such compensation incentivizes each executive to create value for the Corporation, and ties executive performance directly to the financial performance of the Corporation as a whole.  We take into consideration the executives’ tenure with the Corporation, as well as the availability of equity awards, in addition to the executives’ performance in determining grants of equity awards.

We view the three primary components of our executive compensation as related but distinct.  Although we review total compensation, we do not believe that significant compensation derived from one component of compensation should negate or reduce compensation from other components.  We determine the appropriate level for each compensation component based in part, but not exclusively, on our view of internal equity and consistency, individual performance and other information we deem relevant.  We believe that salary and cash incentive bonuses are primary considerations and that equity awards are secondary considerations.  Except as described below, we have not adopted any formal policies or guidelines for allocating compensation between long-term and currently paid out compensation, between cash and non-cash compensation, or among different forms of compensation.  This is due to the small size of our executive team, and our need to remain flexible and to tailor each executive’s award to attract and retain that executive.  

Other Benefits.  In addition to the three primary components of compensation described above, we provide our executives with benefits that are generally available to our salaried employees.  Our executives are eligible to participate in all of our employee benefit plans, such as medical, group life and disability insurance, flexible spending plans, and our 401(k) plan, in each case on the same basis as our other employees.  Additionally, as a special perquisite for our executives we provide additional life insurance benefits which are paid for by the Company.

Supplemental Executive Retirement Agreement.  In accordance with the former President and Chief Executive Officer’s agreement, he was due a supplemental executive retirement payment on July 1, 2010 in the amount of $353,000 plus tax effect of approximately $170,000, but has not yet been paid.

Compensation Consultants.  The Corporation has not engaged the services of any outside compensation consultant for 2013 or for 2014.

Compensation Committee Report

The information contained in this Proxy Statement shall not be deemed to be “soliciting material” or “filed with the SEC” or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically incorporateincorporates it by reference into a document filed under the Securities Act of 1933, as amended, or the Exchange Act.

The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management and, based on such review and discussions, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

This report is submitted by the Compensation Committee.  Its members are:

Alan K. Greene, Chairman

Marco ElserMEMBERS OF THE AUDIT COMMITTEE

Salvatore J. Zizza, Chairman
Alan K. Greene

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EXECUTIVE OFFICERS

Our executive officers and their ages as of the Record Date are listed below. Information regarding Jean-Marc (J.M.) Allain, our President and Chief Executive Officer, and regarding Alberto Shaio, our Senior Vice President and Chief Operating Officer, is listed above under the heading “Election of Directors—Director Qualifications.”

EXECUTIVE COMPENSATION AND
TRANSACTIONS WITH MANAGEMENTAlexandro Gomez,

Compensation of Executive Officers

The following table provides certain summary information for the last two fiscal yearsbecame Senior Vice President and Chief Revenue Officer of the Corporation concerning compensation paid or accrued by the CorporationCompany on October 13, 2014. Mr. Alex Gomez previously worked for xclr8 Media from 2011 to 2014, Van Wagner Sports and its subsidiariesEntertainment from 2003 to or on behalf2011, One-On-One Sports Radio Network from 2000 to 2001, Foot Locker Worldwide from 1998-2000 and News Corporation’s Fox Sports and Fox Video from 1992 to 1998. 

Todd Dupee, became Vice President of Finance of the Corporation’s Chief Executive Officer,Company in 2009, has been Controller since 2004 (except when he served as Chief Financial Officer and other NamedInterim Chief Financial Officer between December 3, 2012 and May 29, 2014) and has been with the Company since 1994.

EXECUTIVE COMPENSATION

Our named executive officers for 2016 (collectively, our “Named Executive Officers of the Corporation:Officers”) were as follows:

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