1) | Title of each class of securities to which transaction applies: | |
2) | Aggregate number of securities to which transaction applies: | |
3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: | |
4) | Proposed maximum aggregate value of transaction: | |
5) | Total fee paid: | |
1) | Amount previously paid: | |
2) | Form, Schedule or Registration Statement No.: | |
3) | Filing Party: | |
4) | Date Filed: |
160 Cassell Road, Harleysville, Pennsylvania 19438
1. | To elect three Directors to serve until the 2007 Annual Meeting of Shareholders. |
2. | To ratify the selection of Margolis & Company P.C. as independent certified public accountants for the Company’sfiscal year ending January 31, 2005. |
3. | To transact such other business as may properly come before the meeting. |
1 | ||
FIRST YEAR | |||
OF SERVICE | |||
NAME | AGE | PRINCIPAL OCCUPATION | AS A |
DIRECTOR | |||
NOMINEES FOR TERMS TO EXPIRE IN 2007 |
Raymond J. De Hont | 50 | Mr. De Hont was elected Chairman of the Board of Directors in September 2003 and appointed President and Chief Executive Officer effective March 1, 2003. In February 2003, the Board of Directors appointed Mr. De Hont a Director of the Company. From June 2000 until March 2003, Mr. De Hont was the Chief Operating Officer of the Company, and from June 1995 through December 2000, he was Vice President and General Manager of the Company’s Fybroc Division. In addition, during the period October 1999 to December 2000, Mr. De Hont also served as General Manager of the Company’s Dean Pump Division. | 2003 |
Nicholas DeBenedictis | 58 | Mr. DeBenedictis is Chairman of the Board, Chief Executive Officer and President of Aqua America, Inc. (formerly Philadelphia Suburban Corporation), positions that he has held for more than five years. Mr. DeBenedictis is also a Director of P.H. Glatfelter Company and Exelon Corporation as well as a member of the Board of Trustees of Drexel University. Currently, Mr. DeBenedictis serves as the Chairman of the Compensation and Stock Option Committee of the Board of Directors, and also serves on the Audit Committee and the Corporate Governance and Nominating Committee. | 1997 |
William L. Kacin | 72 | Mr. Kacin served as President and Chief Executive Officer of the Company from February 1993 until March 2003. He became a Director in February 1993, and in June 1999, was elected Chairman of the Board, a position he held until his resignation on September 3, 2003, following which he has continued to serve as a Director. For the seventeen years before becoming President and Chief Executive Officer, Mr. Kacin was Vice President and General Manager of the Company’s Sethco Division. | 1993 |
The Board of Directors recommends a vote FOR the election of the above nominees as Directors.
2 | ||
FIRST YEAR | |||
OF SERVICE | |||
NAME | AGE | PRINCIPAL OCCUPATION | AS A |
DIRECTOR | |||
DIRECTORS WHOSE TERMS EXPIRE IN 2006 |
Alan Lawley | 70 | Dr. Lawley is the Emeritus Professor of Metallurgy in the Department of Materials Science and Engineering at Drexel University, Philadelphia, Pennsylvania. He is a member of the National Academy of Engineering, a Fellow of ASM and APMI International, a former President of the Metallurgical Society (1982) and of AIME (1987), and is Editor-in-Chief of the International Journal of Powder Metallurgy. He is an expert in physical and mechanical metallurgy, powder metallurgy, composite materials, and materials engineering design. He has consulted, lectured and published in these areas. Dr. Lawley is currently the Chair of the Audit Committee of the Board of Directors, and also serves on the Company’s Compensation and Stock Option Committee and the Corporate Governance and Nominating Committee. | 1990 |
Gary J. Morgan | 49 | Mr. Morgan has been the Vice President-Finance, Secretary, Treasurer and Chief Financial Officer of the Company since October 1997. He is a Certified Public Accountant. Immediately prior to October 1997, Mr. Morgan was the Corporate Controller of the Company. He has been employed by the Company since 1980. | 1998 |
DIRECTOR WHOSE TERM EXPIRES IN 2005 | |||
Michael J. Morris | 69 | Mr. Morris is the retired President and Chief Executive Officer of both Transport International Pool (TIP) and GE Space. Mr. Morris is a member of the Board of Managers of Beneficial Savings Bank and a Director of Philadelphia Consolidated Holding Corporation. Presently, Mr. Morris is the Chairman of the Corporate Governance and Nominating Committee, and serves on the Audit Committee and the Compensation and Stock Option Committee. | 1999 |
3 | ||
4 | ||
s | the ability of the prospective nominee to represent the interests of the shareholders of the Company; |
s | the prospective nominee’s standards of integrity, commitment and independence of thought and judgment; |
s | the prospective nominee’s ability to dedicate sufficient time, energy and attention to the diligent performance of his or her duties, including the prospective nominee’s service on other public company boards, as specifically set out in the Company’s Corporate Governance Guidelines; and |
s | the extent to which the prospective nominee contributes to the range of talent, skill and expertise appropriate for the Board. |
5 | ||
s | the integrity of the Company’s financial statements; |
s | the adequacy of the Company’s system of internal controls; |
s | the Company’s compliance with legal and regulatory requirements; |
s | the qualifications and independence of the Company’s independent auditor; and |
s | the performance of the Company’s independent auditor. |
Dr. Alan Lawley (Chairman) | ||
Nicholas DeBenedictis | ||
April 5, 2004 | Michael J. Morris |
6 | ||
2004 | 2003 | |||
Audit fees(a) | $97,800 | $94,100 | ||
Audit related fees(b) | 17,600 | 17,600 | ||
Tax fees(c) | 31,500 | 26,900 | ||
All other fees(d) | 0 | 0 | ||
| ||||
Total | $146,900 | $138,600 | ||
(a) | Audit fees consisted of audit work performed on the annual consolidated financial statements and the reviews of Company’s Quarterly Reports on Form 10-Q, as well as work generally only the independent auditor can reasonably be expected to provide, such as statutory audits. |
(b) | Audit related fees consisted of audit work performed on the employee benefit plans. |
(c) | Tax fees consisted principally for services related to the preparation of the corporate income tax returns. |
(d) | The Company has not engaged Margolis & Company P.C. for other services during the fiscal year ended January 31, 2004 and January 31, 2003 |
7 | ||
8 | ||
Company Common Shares | |||||
Right to Acquire | |||||
Ownership Under Options | Percent | ||||
Name of Beneficial Owner | Shares Owned | Exercisable Within 60 Days | of Class(a) | ||
Royce & Associates, LLC | 754,332 | (b) | - | 9.1 | % |
1414 Avenue of Americas | |||||
New York, NY 10019 | |||||
David L. Babson & Company Inc. | 431,900 | (c) | - | 5.2 | % |
One Memorial Drive | |||||
Cambridge, MA 02142 | |||||
Raymond J. De Hont | 6,797 | (d) | 47,266 | * | |
Nicholas DeBenedictis | 14,590 | 20,111 | * | ||
William L. Kacin | 122,180 | (e) | 6,778 | 1.5 | % |
Alan Lawley | 32,605 | 38,779 | * | ||
Gary J. Morgan | 20,456 | (f) | 40,733 | * | |
Michael J. Morris | 10,666 | 13,444 | * | ||
Jeffrey H. Nicholas | 9,230 | 39,313 | * | ||
Paul A. Tetley | 2,030 | (g) | 23,866 | * | |
William F. Mersch | 4,395 | (h) | 21,866 | * | |
James G. Board | - | 13,766 | * | ||
All Directors, nominees and | 309,669 | (i) | 348,018 | 7.6 | % |
executive officers as a group (16 persons) |
a) | Any securities not currently outstanding, but subject to options exercisable within 60 days of January 31, 2004, are deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by such persons. |
(b) | Royce and Associates, LLC, a registered investment advisor, is deemed to have beneficial ownership of 754,332 shares, as described on a Schedule 13G filed with the Securities and Exchange Commission on February 4, 2004. |
(c) | David L. Babson, a registered investment advisor, is deemed to have beneficial ownership of 431,900 shares, as described on a Schedule 13G filed with the Securities and Exchange Commission on February 11, 2004. |
(d) | The number of shares held by Mr. De Hont include 3,460 Common Shares beneficially held through the Met-Pro Corporation Salaried Employee Stock Ownership Trust and through the Company’s 401(k) Plan. |
(e) | The number of shares held by Mr. Kacin include 3,289 Common Shares beneficially held through the Met-Pro Corporation Salaried Employee Stock Ownership Trust and through the Company’s 401(k) Plan. |
(f) | The number of shares held by Mr. Morgan include 11,451 Common Shares beneficially held through the Met-Pro Corporation Salaried Employee Stock Ownership Trust and through the Company’s 401(k) Plan. |
(g) | The number of shares held by Mr. Tetley include 2,030 Common Shares beneficially held through the Met-Pro Corporation Salaried Employee Stock Ownership Trust and through the Company’s 401(k) Plan. |
9 | ||
(h) | The number of shares held by Mr. Mersch include 4,395 Common Shares beneficially held through the Met-Pro Corporation Salaried Employee Stock Ownership Trust and through the Company’s 401(k) Plan. |
(j) | The number of shares held by all sixteen executive officers and Directors as a group include 77,807 Common Stock beneficially held through the Met-Pro Corporation Salaried Employee Stock Ownership Trust and through the Company’s 401(k) Plan. |
(*) | Less than one percent of the Company’s outstanding Common Shares. |
10 | ||
Nicholas DeBenedictis (Chairman) | ||
Dr. Alan Lawley | ||
February 23, 2004 | Michael J. Morris |
11 | ||
Annual Compensation | | | Long-Term Compensation | ||||||||||
| | Awards | |||||||||||
Name and Principal Position | Fiscal Year Ended January 31, | Salary ($) | Bonus (a) ($) | Other AnnualCompensation ($) | | | Options (b) (#) | All Other Compensation (c) ($) | |||||
| |
| | |||||||
Raymond J. De Hont (d) | 2004 | $250,224 | $53,877 | $0 | | | 25,000 | $4,131 |
Chairman, Chief | 2003 | 185,000 | 0 | 0 | | | 20,000 | 3,546 |
Executive Officer & | 2002 | 185,000 | 0 | 0 | | | 10,000 | 3,408 |
President | | |
| | | ||||||
William L. Kacin (e) | 2004 | $149,277 | $50,000 | $39,448 | | | 7,000 | $4,491 |
Retired Chairman, Chief | 2003 | 345,000 | 0 | 0 | | | 13,333 | 3,713 |
Executive Officer & | 2002 | 345,000 | 0 | 0 | | | 23,333 | 3,412 |
President | | | ||||||
| | |||||||
Gary J. Morgan | 2004 | $176,135 | $28,209 | $0 | | | 10,000 | $4,491 |
Vice President-Finance, | 2003 | 155,000 | 10,000 | 0 | | | 10,000 | 3,713 |
Secretary, Treasurer & | 2002 | 155,000 | 0 | 0 | | | 8,667 | 3,412 |
Chief Financial Officer | | | ||||||
| | |||||||
Paul A. Tetley | 2004 | $133,000 | $69,888 | $0 | | | 10,000 | $2,815 |
Vice President & General | 2003 | 125,000 | 7,729 | 0 | | | 5,600 | 2,964 |
Manager, Strobic Air | 2002 | 115,000 | 22,134 | 0 | | | 5,600 | 2,813 |
Corporation | | | ||||||
| | |||||||
William F. Mersch | 2004 | $140,000 | $0 | $0 | | | 4,000 | $3,104 |
Vice President & General | 2003 | 133,000 | 26,264 | 0 | | | 5,600 | 2,658 |
Manager, Stiles-Kem | 2002 | 130,000 | 0 | 0 | | | 5,600 | 2,585 |
Division/Pristine | | | ||||||
Hydrochemical, Inc. | | | ||||||
| | |||||||
James G. Board | 2004 | $140,000 | $0 | $0 | | | 4,500 | $0 |
Vice President & | 2003 | 130,000 | 0 | 0 | | | 4,000 | 0 |
General Manager, | 2002 | 130,000 | 0 | 0 | | | 5,600 | 0 |
Fybroc/Dean Pump | | | ||||||
Divisions | | |
(a) | The amounts shown under the Bonus column represent cash bonuses awarded for the indicated fiscal years. |
(b) | The number of options under the Option column represents stock options awarded for the indicated fiscal years. |
(c) | The total amount shown in this column for fiscal years ended January 31, 2004, 2003, 2002 are contributions to the Company’s 401(k) plan as described on page 14. There are no other Long-Term Compensation Programs other than a Pension Plan and Directors’ Retirement Plan as discussed on pages 7, 8, 14 and 15. |
(d) | Mr. De Hont was appointed President and Chief Executive Officer effective as of March 1, 2003 and Chairman effective as of September 3, 2003. He was the Company’s Chief Operating Officer from June 2000 until March 1, 2003. |
(e) | Mr. Kacin served as the Company’s President and Chief Executive Officer from February 1993 until March 1, 2003 and Chairman from June 1999 to September 3, 2003. Other annual compensation of $39,448 represents payments made under the Supplemental Executive Retirement Plan. |
12 | ||
Number of | Percentage of | Potential Realizable Value | |||||
Securities | Total Options | of Assumed Annual Rates | |||||
Underlying | Granted to | Exercise | Latest | of Stock Price Appreciation | |||
Date of | Options | Employees | Price | Expiration | for Option Term(a) | ||
Name | Grant | Granted | in Fiscal Year | $/Share | Date | 5% ($) | 10% ($) |
Raymond J. De Hont | 2/23/04 | 25,000 | 28.09% | $17.145 | 2/23/14 | $269,560 | $683,118 | |
William L. Kacin | 2/23/04 | 7,000 | 7.87% | 17.145 | 2/23/14 | 75,477 | 191,273 | |
Gary J. Morgan | 2/23/04 | 10,000 | 11.24% | 17.145 | 2/23/14 | 107,824 | 273,247 | |
Paul A. Tetley | 2/23/04 | 10,000 | 11.24% | 17.145 | 2/23/14 | 107,824 | 273,247 | |
William F. Mersch | 2/23/04 | 4,000 | 4.49% | 17.145 | 2/23/14 | 43,130 | 109,299 | |
James G. Board | 2/23/04 | 4,500 | 5.06% | 17.145 | 2/23/14 | 48,521 | 122,961 | |
All Employees as a Group | 2/23/04 | 89,000 | 100.00% | $17.145 | 2/23/14 | $959,634 | $2,431,899 | (b) |
5% | 10% | |||
Total potential stock price appreciation from February 23, 2004 to February 23, | ||||
2014 for all shareholders at assumed rates of stock appreciation. (c) | $89,744,888 | $227,431,168 | ||
Potential actual realizable value of options granted to all employees, assuming | ||||
ten-year option terms, as a percentage of total potential stock price appreciation | ||||
from February 23, 2004 to February 23, 2014 for all shareholders at assumed | ||||
rates of stock price appreciation. | 1.07 | % | 1.07 | % |
(a) | These amounts, based on assumed appreciation rates of 5% and 10% prescribed by the Securities and Exchange Commission rules, are not intended to forecast possible future appreciation, if any, of the Company’s stock price. |
(b) | No gain to the optionees is possible without an increase in stock price, which will benefit all shareholders. |
(c) | Based on the closing price of $17.145 per share on February 23, 2004, and a total of 8,323,277 issued and outstanding Common Shares. |
13 | ||
|
|
| Value of Unexercised | ||||
Shares | Number of Unexercised | In-The-Money | |||||
Acquired |
| Options at | Options at FY-End (b) | ||||
On | Value | FY-End (#) | ($) | ||||
Exercise | Realized (a) |
Name | (#) | ($) | Exercisable | Unexercisable | Exercisable | Unexercisable | |
Raymond J. De Hont | - | - | 47,266 | 23,334 | $296,321 | $47,269 | ||||
William L. Kacin | 67,778 | $325,997 | 6,778 | 9,112 | 31,515 | 31,515 | ||||
Gary J. Morgan | 12,000 | 54,300 | 40,733 | 10,001 | 290,916 | 23,638 | ||||
Paul A. Tetley | - | - | 23,866 | 8,534 | 162,862 | 13,237 | ||||
William F. Mersch | - | - | 21,866 | 4,534 | 162,862 | 13,237 | ||||
James G. Board | - | - | 13,766 | 4,334 | 89,612 | 9,458 |
(a) | Market value on the date of exercise of shares covered by options exercised, less option exercise price. |
(b) | Market value of shares covered by in-the-money options on January 31, 2004 less option exercise price. Options are in-the-money if the market value of the shares covered thereby is greater than the option exercise price. |
14 | ||
Years of Service | ||||||||
Five Year Average Earnings | 15 | 20 | 25 | 30 | 35 |
$100,000 | $15,000 | $20,000 | $25,000 | $30,000 | $35,000 | ||
125,000 | 18,750 | 25,000 | 31,250 | 37,500 | 43,750 | ||
150,000 | 22,500 | 30,000 | 37,500 | 45,000 | 52,500 | ||
170,000 | 25,500 | 34,000 | 42,500 | 51,000 | 59,500 | ||
175,000 | 26,250 | 35,000 | 43,750 | 52,500 | 61,250 | ||
200,000 | (a) | 30,000 | 40,000 | 50,000 | 60,000 | 70,000 | |
225,000 | 33,750 | 45,000 | 56,250 | 67,500 | 78,750 | ||
250,000 | 37,500 | 50,000 | 62,500 | 75,000 | 87,500 | ||
300,000 | 45,000 | 60,000 | 75,000 | 90,000 | 105,000 | ||
350,000 | 52,500 | 70,000 | 87,500 | 105,000 | 122,500 | ||
400,000 | 60,000 | 80,000 | 100,000 | 120,000 | 140,000 | ||
450,000 | 67,500 | 90,000 | 112,500 | 135,000 | 157,500 | ||
500,000 | 75,000 | 100,000 | 125,000 | 150,000 | 175,000 |
(a) | Internal Revenue Code Section 401(a)(17) limits earnings used to calculate Retirement Plan benefits totaled $200,000 for 2003 and 2004, respectively. |
15 | ||
1999 | 2000 | 2001 | 2002 | 2003 | 2004 |
Met-Pro Corporation | $100.00 | $89.48 | $107.49 | $126.35 | $133.41 | $226.30 | |
Peer Group Index | 100.00 | 126.55 | 147.92 | 183.29 | 145.61 | 218.29 | |
Russell 2000 Index | 100.00 | 116.15 | 118.99 | 118.99 | 87.11 | 135.94 | |
(a) | The Peer Group is made up of the following securities: BHA Group Holding Inc.; Crown Andersen Inc.; Cuno Inc.; Flanders Corporation; Flowserve Corporation; Gorman-Rupp Company; Idex Corporation; Ionics Inc.; Met-Pro Corporation; Peerless Manufacturing; Robbins & Myers Inc.; Roper Industries Inc.; and Waterlink Inc. |
16 | ||
17 | ||
1. | Select and retain (subject to approval by the Company’s shareholders), and terminate when appropriate, the independent auditor, set the independent auditor’s compensation, and pre-approve all audit services to be provided by the independent auditor. |
2. | Pre-approve all non-audit services to be performed by the independent auditor, except as may be permitted under the Securities Exchange Act of 1934 or the rules of the SEC, and establish policies and procedures for the engagement of the independent auditor to provide permitted non-audit services. The Committee may delegate to its Chairperson the authority to evaluate and pre-approve non-audit engagements in the event that a need arises for pre-approval between Committee meetings. |
3. | Receive and review: (a) a report by the independent auditor describing the independent auditor’s internal quality-control procedures and any material issues raised by the most recent internal quality-control review, or peer review, of the independent auditing firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; and (b) other required reports from the independent auditor. |
4. | Receive updates at each Audit Committee meeting of non-audit services being provided by the independent auditor, and at least annually, consider the independence of the independent auditor, including whether the provision by the independent auditor of permitted non-audit services is compatible with independence, and obtain and review a report from the independent auditor describing all relationships between the auditor and the Company. |
5. | Review with the independent auditor: (a) the scope and results of the audit; (b) any problems or difficulties that the auditor encountered in the course of the audit work, and management’s response; and (c) any questions, comments or suggestions the auditor may have relating to the internal controls, and accounting practices and procedures, of the Company or its subsidiaries. |
6. | Review, at least annually, the scope and results of the internal audit program, including then current and future programs of the Company’s Internal Audit Department, procedures for implementing accepted recommendations made by the independent auditor, and any significant matters contained in reports from the Internal Audit Department. |
7. | Review with the independent auditor, the Company’s Internal Audit Department, and management: (a) the adequacy and effectiveness of the systems of internal controls (including any significant deficiencies and significant changes in internal controls reported to the Audit Committee by the independent auditor or management), accounting practices, and disclosure controls and procedures (and management reports thereon), of the Company and its subsidiaries; and (b) current accounting trends and developments, and take such action with respect thereto as may be deemed appropriate. |
8. | Review with management and the independent auditor the annual and quarterly financial statements of the Company, including: (a) the Company's disclosures under “Management's Discussion and Analysis of Financial Condition and Results of Operations”; (b) any material changes in accounting principles or practices used in preparing the financial statements prior to the filing of a report on Form 10-K or 10-Q with the Securities and Exchange Commission; and (c) the items required by Statement of Auditing Standards 61 as in effect at that time in the case of the annual statements and Statement of Auditing Standards 71 as in effect at that time in the case of the quarterly statements. |
A-1 | ||
9. | Recommend to the Board of Directors, based on the review described in paragraphs 4 and 8 above, whether the financial statements should be included in the annual report on Form 10-K. |
10. | Review Company practices with respect to earnings press releases and financial information provided to analysts and rating agencies. |
11. | Review Company policies with respect to establishment, maintenance and assessment of disclosure controls. |
12. | Discuss Company policies with respect to risk assessment and risk management, and review contingent liabilities and risks that may be material to the Company and major legislative and regulatory developments which could materially impact the Company's contingent liabilities and risks. |
13. | Review: (a) the status of compliance with laws, regulations, and internal procedures; and (b) the scope and status of systems designed to promote Company compliance with laws, regulations and internal procedures, through receiving reports from management, legal counsel and third parties as determined by the Audit Committee. |
14. | Establish procedures for the confidential and anonymous receipt, retention and treatment of complaints regarding the Company's accounting, internal controls and auditing matters. |
15. | Establish policies for the hiring of employees and former employees of the independent auditor. |
16. | Obtain the advice and assistance, as appropriate, of independent counsel and other advisors as necessary to fulfill the responsibilities of the Audit Committee. |
17. | Conduct an annual performance evaluation of the Audit Committee and annually evaluate the adequacy of its charter. |
A-2 | ||
1. | A majority of the Board of Directors shall be comprised of independent Directors as determined under the guidelines established by the New York Stock Exchange |
2. | No Director will be independent unless the Board affirmatively determines that the Director has no material relationship with the Company (either directly or as a partner, shareholder, or officer of an organization that has a relationship with the Company). |
3. | The Board has established the following standards for determining Director independence: |
a) | Categorical Standards.A Director will not be deemed independent if, within the period prescribed by the New York Stock Exchange: |
i. | the Director was employed by the Company during the prior three years (excluding service as an interim Chairman of Met-Pro); | |
ii. | someone in the Director’s immediate family was employed as an executive officer of the Company during the prior three years (excluding service as an interim Chairman of Met-Pro); | |
iii. | the Director was employed by or affiliated with the Company’s present or former internal auditor or outside independent auditor; | |
iv. | someone in the Director’s immediate family was employed or affiliated with the Company’s present or former internal auditor or outside independent auditor in a professional capacity; | |
v. |
| the Director or someone in her/his immediate family was employed as an executive officer of another entity that concurrently has or had as a member of its compensation committee of the Board of Directors any of the Company’s executive officers; or |
vi. | the Director received, or someone in the Director’s immediate family received, more than $100,000 per year (i.e., during any twelve month period) in direct compensation from the Company, other than Director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service) and, in the case of an immediate family member, other than compensation for service as a non-executive employee of the Company. |
b) | In addition, a Director will not be deemed independent if: |
i. | the Director is an executive officer or employee, or someone in her/his immediate family is an executive officer of, another company that, during any of the other company’s past three fiscal years made payments to, or received payments from, the Company for property or services in an amount which, in any single fiscal year of the other company, exceeds $1 million or two percent, whichever is greater, of the other company's consolidated gross revenues; or | |
ii. | the Director serves as an executive officer of a charitable organization and, during any of the charitable organization’s past three fiscal years, the Company made charitable contributions to the charitable organization in any single fiscal year of the charitable organization that exceeded $1 million or two percent, whichever is greater, of the charitable organization’s consolidated gross revenues. | |
iii. | For the purposes of these categorical standards, the term “immediate family member” has the meaning set forth in the New York Stock Exchange’s corporate governance rules. |
c) | For relationships not prohibited by the guidelines in subsection a or b above, the determination of whether the Director would be independent or not shall be made by the Board of Directors, unless an independence determination is otherwise precluded by a listing or regulatory requirement. |
4. | In accordance with the Company’s Articles and Bylaws, the size of the Board of Directors is determined by the Board of Directors. Although the size of the Board may change as the Company changes, based on the present circumstances, the Board presently believes that a Board of seven members is the most conducive to the development of close working relationships among the Directors, while providing sufficient Directors for the Board Committees. |
5. | The nomination of candidates for election to the Board of Directors is the responsibility of the Board of Directors. The identification, evaluation and recommendation of candidates for nomination for election is the responsibility of the Corporate Governance and Nominating Committee, taking into consideration input from other members of the Board, input from management and candidates recommended by shareholders. Recommendations of candidates by shareholders should be submitted to the Chairman of the Corporate Governance and Nominating Committee at least 120 days before the anniversary date on which the Company first mailed its proxy materials for the prior year’s Annual Meeting of Shareholders. |
B-1 | ||
6. | Candidates for nomination to the Board will be considered based on their personal abilities and qualifications, independence, and the diversity of their expertise and experience in fields and disciplines relevant to the Company, including financial expertise. Due consideration will also be given to the position the candidate holds at the time of their nomination and their capabilities to advance the Company’s interests with its various constituencies. |
7. | The Board believes that having three classes of Directors, with as nearly equal number of members as practicable, serves the best interests of the Company and provides for the effective continuance of the knowledge and experience gained by the members of the Board. |
8. | Within three months prior to the expiration of a Director’s term, the Chair of the Corporate Governance and Nominating Committee and the Chairman of the Board will meet with the Director to discuss the appropriateness of nominating the Director for re-election to another term. In determining whether to recommend a Director for re-election, consideration will be given to, among other things, the Director’s past attendance at meetings and participation in and contributions to the activities of the Board. The Chair of the Corporate Governance and Nominating Committee will then make a recommendation to the Corporate Governance and Nominating Committee regarding the Director’s re-nomination. |
9. | The Board does not believe that it should establish term limits. Term limits have the disadvantage of causing the loss of the contribution of Directors who have developed, over a period of time, meaningful insight into the Company and its operations, and therefore can provide an increasing contribution to the Board as a whole. |
10. | The Board of Directors believes that its long-standing policy of retirement for Directors at the end of the term of service in which the Director turns age 75 is in the best interests of the Company, and should be continued. |
11. | It is not the Board of Director’s intention that a Director must resign from the Board in the event of retirement or other change in the position (whether as employed by the Company or employed by a third party) he/she held when joining the Board. However, it is the belief of the Board that if such an event were to occur, the Director should meet with the Chairman of the Board and the Chair of the Corporate Governance and Nominating Committee to discuss the situation. The Corporate Governance and Nominating Committee, in consultation with the Chairman of the Board, will then determine if the Director’s continued service is appropriate. |
12. | The Board’s policy is that the positions of Chairman and Chief Executive Officer be held by the same person, except in unusual circumstances such as a transition in leadership. The Board believes this combination has served the Company well over many years by providing unified leadership and direction. The Board may separate these positions in the future should circumstances change. |
13. | The Board endorses the informal role of a presiding independent Director to be appointed by the independent Directors, for the purpose of serving as chairman of the Executive Sessions of the Board. |
B-2 | ||
(Continued to be signed on the reverse side)
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS AND “FOR” PROPOSAL 2. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE INBLUE OR BLACK INK AS SHOWN HEREx |
1.Election of Directors. ¨FOR ALL NOMINEES ¨WITHHOLD AUTHORITY FOR ALL NOMINEES ¨FOR ALL EXCEPT (See instructions below) |
| FOR AGAINST ABSTAIN 2.Proposal to ratify the Appointment of Margolis & ¨ ¨ ¨ Company P.C. as independent certified public accountants. 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 here by the undersigned shareholder. If no direction is made, this Proxy will be voted FOR Proposal 1 and 2. |
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark“FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown herel | PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPLTY USING THE ENCLOSED ENVELOPE. |
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note thatchanges to the registered name(s) on the account may not be submittedvia this method. | ¨ | |