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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
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1511 N. Westshore Blvd., Suite 900
Tampa, Florida 33607
TO BE HELD MAY 16, 2006
1. | To elect seven Directors of the Company, each of whom is to hold office until the next Annual Meeting of Stockholders and until the due election and qualification of his or her successor; | ||
2. | To approve a new Non-Employee Directors’ Equity Rights Plan (the “2006 Directors’ Plan”); and | ||
3. | To transact such other business as may properly come before the meeting or any adjournment thereof. |
By order of the Board of Directors | ||
Nolan B. Gardner | ||
Secretary | ||
April 4, 2006 |
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1511 N. Westshore Blvd, Suite 900
Tampa, Florida 33607
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Name | Principal Occupation | Age | First Became a Director | |||
Charles H. Heist | Chairman of the Board of Directors | 55 | 1978 | |||
W. David Foster | Vice Chairman of the Board of Directors | 71 | 1997 | |||
Kurt R. Moore | President and Chief Executive Officer | 46 | 2003 | |||
Charles E. Scharlau | Attorney and Consultant | 78 | 1980 | |||
Ronald K. Leirvik | Chairman of RKL Enterprises | 68 | 1996 | |||
Donna R. Moore | Independent Consultant | 66 | 1996 | |||
Richard W. Roberson | President of Sand Dollar Partners, Inc. | 59 | 1997 |
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• | Each Director must display high personal and professional ethics, integrity and values. | ||
• | Each Director must have the ability to exercise sound business judgment. | ||
• | Each Director must be highly accomplished in his or her respective field, with broad experience at the executive and/or policy-making level in business, government, education, technology or public interest. | ||
• | Each Director must have relevant expertise and experience, and be able to offer advice and guidance based on that expertise and experience. | ||
• | Each Director must be able to represent all stockholders of the Company and be committed to enhancing long-term stockholder value. | ||
• | Each Director must have sufficient time available to devote to activities of the Board and to enhance his or her knowledge of the Company’s business. |
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BENEFICIAL OWNERS AND MANAGEMENT
Amount and Nature | Percent | |||||||
Name and Address (1) | of Beneficial Ownership | of Class | ||||||
C.H. Heist Trust | 454,645 | (2) | 15.7 | % | ||||
c/o Isadore Snitzer, | ||||||||
Charles H. Heist and Clydis D. Heist, Trustees | ||||||||
710 Statler Building | ||||||||
Buffalo, New York 14202 | ||||||||
Charles H. Heist | 328,741 | (3) | 11.3 | % | ||||
Victoria Hall | 105,441 | (4) | 3.6 | % | ||||
Dixie Lea Clark | 139,014 | (4) | 4.8 | % | ||||
Heist Grandchildren Trusts | 451,093 | (5) | 15.6 | % | ||||
c/o Charles H. Heist | ||||||||
1901 Ulmerton Road, Suite 300 | ||||||||
Clearwater, Florida 33762 | ||||||||
The Burton Partnership, Limited Partnership | 487,800 | (6) | 16.9 | % | ||||
Post Office Box 4643 | ||||||||
Jackson, Wyoming 83001 | ||||||||
W. David Foster | 48,034 | 1.7 | % | |||||
Kurt R. Moore | 57,416 | 2.0 | % | |||||
Nolan B. Gardner | 1,556 | * | ||||||
Charles E. Scharlau | 14,005 | (7) | * | |||||
Ronald K. Leirvik | 13,000 | (7) | * | |||||
Richard W. Roberson | 14,000 | (7) | * | |||||
Donna R. Moore | 13,500 | (7) | * | |||||
All officers and Directors (8 persons) | 1,267,042 | (8) | 43.9 | % |
* | Less than 1% | |
Notes to Beneficial Ownership table: | ||
(1) | Except as otherwise indicated, all addresses are c/o Ablest Inc., 1511 N. Westshore Blvd., Suite 900, Tampa, Florida 33607. | |
(2) | The shares indicated are held of record in a trust created by the founder of the Company, C.H. Heist, for the benefit of his family prior to his death in February 1983. The two trustees of the trust are Rebecca L. Heist and Charles H. Heist. Each of the trustees may be deemed to be the beneficial owner of the shares held in the trust, and each disclaims beneficial ownership of the shares held by the trust. The trust will continue until the death of the children of Mr. and Mrs. C.H. Heist. |
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(3) | The shares indicated are owned directly by Mr. Heist, except for 129,548 shares owned by his wife. Mr. Heist disclaims beneficial ownership of the above-referenced shares owned by his wife. The shares owned do not include the shares owned by the C. H. Heist Trust or the shares of the trusts for the grandchildren mentioned in footnote 5 below. Mr. Heist disclaims any beneficial ownership of the shares held in such trust. | |
(4) | Ms. Hall and Ms. Clark are daughters of C.H. Heist (deceased) and Clydis D. Heist and sisters of Charles H. Heist. The shares owned by each of them do not include the shares owned by the C.H. Heist Trust or the shares of the trusts for the grandchildren mentioned in footnote 5 below. Ms. Hall and Ms. Clark disclaim any beneficial ownership of the shares held in such trusts. | |
(5) | The trusts indicated were created for the benefit of the children of Charles H. Heist and his sisters, Victoria Hall and Dixie Lea Clark. Mr. Heist, Ms. Hall and Ms. Clark are trustees of the trusts. Each of the trustees disclaims beneficial ownership of the shares held in these trusts. | |
(6) | The Burton Partnership is a limited partnership controlled by Donald W. Burton, who is deemed to be the beneficial owner of the shares held by this partnership. | |
(7) | Includes 13,500 shares subject to stock options that are currently exercisable or exercisable within 60 days of April 3, 2006. | |
(8) | Includes the 454,645 shares and 451,093 shares described in footnotes (2) and (5), under “Security Ownership of Certain Beneficial Owners.” Also includes 54,000 shares subject to stock options that are exercisable within 60 days of April 3, 2006. |
Long Term | ||||||||||||||||||||
Annual Compensation (1) | Compensation | |||||||||||||||||||
Fiscal | Restricted | All Other | ||||||||||||||||||
Name and Principal Position | Year | Salary | Bonus | Stock Awards | Compensation | |||||||||||||||
(2) | (3) | (5) | ||||||||||||||||||
Charles H. Heist | 2005 | $ | 200,000 | $ | 88,900 | 2,722 | $ | 14,400 | ||||||||||||
Chairman of the Board | 2004 | $ | 200,000 | $ | 49,800 | 1,510 | $ | 12,400 | ||||||||||||
2003 | $ | 250,000 | $ | 129,100 | 2,438 | $ | 12,300 | |||||||||||||
W. David Foster | 2005 | $ | 200,000 | $ | 88,900 | 2,722 | $ | 12,200 | ||||||||||||
Vice Chairman of the Board | 2004 | $ | 200,000 | $ | 49,800 | 1,510 | $ | 11,700 | ||||||||||||
2003 | $ | 270,000 | $ | 156,900 | 2,962 | $ | 11,600 | |||||||||||||
Kurt R. Moore | 2005 | $ | 265,000 | $ | 265,000 | 21,616 | $ | 20,300 | ||||||||||||
President and | 2004 | $ | 250,000 | $ | 140,000 | 13,248 | $ | 34,000 | ||||||||||||
Chief Executive Officer | 2003 | $ | 225,000 | $ | 116,200 | 2,194 | $ | 12,800 | ||||||||||||
Nolan B. Gardner (4) | 2005 | $ | 92,000 | $ | 40,900 | 1,252 | $ | 6,800 | ||||||||||||
2004 | $ | 83,900 | $ | 20,700 | 627 | $ | 9,000 | |||||||||||||
Vincent J. Lombardo (7) | 2005 | $ | 172,000 | $ | 290,000 | 0 | $ | 8,300 | ||||||||||||
Former Vice president and Chief Financial Officer | 2004 | $ | 165,000 | $ | 71,800 | 6,681 | $ | 15800 | ||||||||||||
2003 | $ | 155,000 | $ | 60,000 | 1,135 | $ | 8,700 |
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(1) | These amounts do not include the cost to the Company of perquisites or other personal benefits as such cost has not exceeded 10% of total salary and bonus in the case of any of the Named Officers. | |
(2) | Includes bonus earned for 2005 performance paid in 2006. | |
(3) | Fiscal 2003, 2004 and 2005 includes registered shares issued under the Company’s Restricted Stock Plan. Fiscal 2005 also includes registered shares issued under the Company’s Executive Stock Awards Plan. See “Compensation of Executive Officers – Restricted Stock Plan and Executive Stock Awards Plan”. | |
(4) | Mr. Gardner was promoted to Vice President – Human Resources on November 4, 2004. | |
(5) | Other compensation includes the Company matching contribution on the 401(k), life insurance and the personal value of Company automobiles provided to the Named Officers. It also includes, for 2004, a gross-up in the aggregate amount of $17,000 for reimbursement of taxes pertaining to restricted stock grants related to the Executive Stock Awards Plan. The gross up for the 2005 award cannot be calculated at this time. | |
(6) | Mr. Foster resigned as Secretary effective April 1, 2006. | |
(7) | Mr. Lombardo resigned effective September 30, 2005. Bonus includes a negotiated severance of $290,000, plus attorney’s fees and certain other continuing benefits. |
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Range of Number of Shares | Range of Percent of EBT Target | |||||||
Executive Officer | 2006 | Achieved in 2006 | ||||||
Kurt R. Moore | 9,000-27,400 | 126-251 | % |
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• | -relate to the value created for shareholders by being directly tied to the financial performance and condition of the Company and the particular executive officers contribution thereto; | ||
• | -reward individuals who help the Company achieve its short-term and long-term objectives and thereby contribute significantly to the success of the Company; | ||
• | -help attract and retain the most qualified individuals by being competitive with compensation paid to persons having similar responsibilities and duties in other companies in the same and closely related businesses; and | ||
• | -reflect the qualifications, skills, experience, and responsibilities of the particular executive officer. |
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2005 | 2004 | |||||||
Audit Fees(1) | $ | 105,000 | $ | 92,000 | ||||
Audit-Related Fees(2) | 18,500 | 17,500 | ||||||
Tax Fees(3) | 28,000 | 22,000 | ||||||
All Other Fees | — | — | ||||||
Total | $ | 151,500 | $ | 131,500 | ||||
(1) | Audit of annual financial statements and review of financial statements included in Quarterly Reports on Form 10-Q. | |
(2) | Employee benefit plan audits. | |
(3) | Tax consultations and tax return preparation. |
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AMONG ABLEST INC. THE S &P 500 INDEX
AND A PEER GROUP
![(PERFORMANCE GRAPH)](https://capedge.com/proxy/DEF 14A/0000950144-06-003558/g00850g0085001.gif)
* | $100 invested on 12/31/00 in stock or index-including reinvestment of dividends. Fiscal year ending Decembre 31. | |
Copyright 2006. Standard & Poor’s division of The McGraw-Hill Companies, Inc. All rights reserved. www.researchdatagroup.com/S&P.htm |
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(i) | any person, including a group, except (A) Clydis D. Heist and her lineal descendants and any trust for the benefit of her lineal descendants (collectively, the “Heist Family”) and (B) any trustee or fiduciary of any Company benefit plan, becomes the beneficial owner of securities of the Company having at least 25% of the voting power of the Company’s then outstanding securities (unless the event causing the 25% threshold to be crossed is an acquisition of securities directly from the Company) but only if at the time of such person’s becoming the beneficial owner of such voting power, the Heist Family no longer holds a majority of the outstanding shares of the Company’s common stock; or | ||
(ii) | the stockholders of the Company shall approve any merger or other business combination of the Company, any sale of all or substantially all of the Company’s assets in one or a series of related transactions or any combination of the foregoing transactions (the “Transactions”), other than a Transaction immediately following which the stockholders of the Company immediately prior to the Transaction own greater than 50% of the voting securities of the surviving company (or its parent) (or, in a sale of assets, of the purchaser of the assets) immediately following the Transaction; or | ||
(iii) | within any 24 month period, the persons who were directors immediately before the beginning of such period (the “Disinterested Directors”) shall cease (for any reason other than death) to constitute at least a majority of the Board or the board of directors of a successor to the Company. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be a Disinterested Director if such director was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Disinterested Directors (so long as such director was not nominated by a person who has entered into an agreement, or threatened, to effect a Change of Control). |
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Name and Position | Dollar Value | Number of Units | ||||||
All non-employee Directors as a Group | N/A | (1) | 1,000 | (2) |
(1) | The per share price of the restricted shares will be equal to the fair market value of our common stock on the date of grant. | |
(2) | On the date of the 2006 Annual Meeting of Stockholders, each non-employee Director will be granted a Re-Election Award, which consists of a grant of 250 restricted shares of the Company’s common stock. |
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Secretary
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ABLEST INC.
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First Anniversary of Grant Date | Percent Vested | |||||||
Second Anniversary of Grant Date | Percent Vested | |||||||
Third Anniversary of Grant Date | Percent Vested | |||||||
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ABLEST INC. | NON-EMPLOYEE DIRECTOR | |||||||
By: | ||||||||
Its: | ||||||||
Charles H. Heist, Chairman | ||||||||
Printed Name |
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ABLEST INC.
ANNUAL MEETING
Ablest Inc.
Corporate Headquarters
1511 N. Westshore Boulevard, Suite 900
Tampa, Florida 33607
Tuesday — May 16, 2006
11:30 a.m. Eastern Daylight Savings Time
PROXY
ABLEST INC.
1511 N. Westshore Boulevard, Suite 900
Tampa, Florida 33607
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints CHARLES H. HEIST and KURT R. MOORE as Proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote as designated below, all of the common shares of ABLEST INC., held of record by the undersigned on April 3, 2006, at the annual meeting of the stockholders to be held on May 16, 2006, or any adjournment thereof. Without otherwise limiting the general authorization given hereby, the Proxy is instructed to vote as follows:
1. | ELECTION OF DIRECTORS |
oFORall nominees listed below (except as marked to the contrary below)
oWITHHOLD AUTHORITYto vote for all nominees listed below
NOMINEES: Charles H. Heist, W. David Foster, Kurt R. Moore, Charles E. Scharlau, Ronald K. Leirvik, Donna R. Moore and Richard W. Roberson.
(INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee’s name in the space provided below.)
2. | APPROVAL OF THE COMPANY'S 2006 INDEPENDENT DIRECTORS' RESTRICTED STOCK PLAN. |
o FOR o AGAINST o ABSTAIN
3. | IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. |
This proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder.
Dated: | , 2006 |
When joint tenants hold shares, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY.