SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
FILED BY THE REGISTRANTþ FILED BY A PARTY OTHER THAN THE REGISTRANTo
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Very truly yours, | |
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PETER R. BLEYLEBEN | |
Chairman |
1. | The election of two directors for three-year terms. | |
2. | The ratification of the selection of Vitale, Caturano & Co. as independent auditors for MicroFinancial for 2005. | |
3. | The transaction of such other business as may properly come before the Special Meeting. |
By Order of the Board of Directors, | |
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RICHARD F. LATOUR | |
Clerk |
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Number of Shares | Percentage of Outstanding | |||||||
Name and Address of Beneficial Owner | Beneficially Owned(1)(2) | Common Stock(2) | ||||||
Torrence C. Harder(3) | 1,751,229 | 13.1 | % | |||||
675 Sudbury Road | ||||||||
Concord, Massachusetts 01742 | ||||||||
Peter R. Bleyleben(4) | 1,611,810 | 12.0 | % | |||||
66 Norfolk Road | ||||||||
Chestnut Hill, Massachusetts 02464 | ||||||||
Brian E. Boyle(5) | 1,504,200 | 11.3 | % | |||||
11 Whispering Lane | ||||||||
Weston, Massachusetts 02493 | ||||||||
Alexander Fleiss(6) | 1,351,300 | 10.2 | % | |||||
1030 Fifth Avenue, Apartment 3W | ||||||||
New York, New York 10028-0136 | ||||||||
Wasatch Advisors, Inc.(7) | 915,099 | 6.9 | % | |||||
150 Social Hall Avenue | ||||||||
Salt Lake City, Utah 84111 | ||||||||
Richard F. Latour(8) | 907,550 | 6.6 | % | |||||
11 Stillbrook Lane | ||||||||
Mansfield, Massachusetts 02048 | ||||||||
Royce & Associates, LLC(9) | 701,700 | 5.3 | % | |||||
1414 Avenue of the Americas | ||||||||
New York, NY 10019 | ||||||||
Alan J. Zakon(10) | 249,500 | 1.9 | % | |||||
32 Cardinal Lane | ||||||||
Ocean Reef Club | ||||||||
Key Largo, Florida 33037 | ||||||||
Fritz von Mering(11) | 25,000 | * | ||||||
50 Robin Hood Road | ||||||||
Winchester, MA 01890 | ||||||||
James R. Jackson, Jr. | 85,558 | * | ||||||
6 Hickory Ridge Road | ||||||||
Plaistow, New Hampshire 03865 | ||||||||
Carolina Salvo(12) | 64,916 | * | ||||||
3 Woodridge Road | ||||||||
Medfield, Massachusetts 02052 |
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Number of Shares | Percentage of Outstanding | |||||||
Name and Address of Beneficial Owner | Beneficially Owned(1)(2) | Common Stock(2) | ||||||
Steven J. LaCreta | 20,815 | * | ||||||
78 Main Street | ||||||||
Hampstead, NH 03841 | ||||||||
Stephen Constantino | 27,978 | * | ||||||
205 Pleasant Street | ||||||||
Norwell, MA 02061 | ||||||||
All directors and executive officers as a group (10 persons) | 6,248,556 | 42.9 | % |
* | Less than 1% |
(1) | Unless otherwise indicated in the footnotes, each of the stockholders named in this table has sole voting and investment power with respect to the shares of Common Stock shown as beneficially owned by such stockholder, except to the extent that authority is shared by spouses under applicable law. |
(2) | For purposes of this table, the number of shares of Common Stock outstanding, the number of shares beneficially owned and the percentage of outstanding Common Stock do not include the following transactions that occurred after February 28, 2005: (a) the exercise by Dr. Bleyleben of options to purchase 32,500 shares, under which he received 12,614 shares after surrender of the remainder in satisfaction of the exercise price and payment of taxes due with respect to the transaction; (b) the exercise by Mr. Latour of options to purchase 400,000 shares, under which he received 174,269 shares after surrender of the remainder in satisfaction of the exercise price and payment of taxes due with respect to the transaction; (c) the sale by Mr. LaCreta of 10,000 shares of Common Stock; and (d) the exercise by FSC Corporation of warrants to purchase 24,736 shares, under which it received 20,586 shares after surrender of the remainder in satisfaction of the exercise price. Since 150,000 of Mr. Latour’s options were not vested as of the date of exercise, the acceleration of vesting was approved by the Board of Directors in accordance with the terms of the Corporation’s 1998 Equity Incentive Plan. |
(3) | Includes 159,500 shares of Common Stock issuable upon the exercise of options issued to Mr. Harder which vest on or before May 1, 2005; 92,200 shares of Common Stock held in trust for Mr. Harder’s daughter, Lauren E. Harder, over which Mr. Harder retains sole voting and investment power as the sole trustee and for which Mr. Harder disclaims beneficial ownership; 92,200 shares of Common Stock held in trust for Mr. Harder’s daughter, Ashley J. Harder, over which Mr. Harder maintains voting and investment power as the sole trustee and for which Mr. Harder disclaims beneficial ownership; and 276,045 shares of Common Stock owned by Entrepreneurial Ventures, Inc. over which Mr. Harder retains shared voting and investment power through his ownership in, and positions as President and Director of, Entrepreneurial Ventures, Inc. |
(4) | Includes 232,500 shares of Common Stock issuable upon the exercise of options issued to Dr. Bleyleben which vest on or before May 1, 2005. See footnote (2) for a discussion of Dr. Bleyleben’s exercise of options after February 28, 2005. |
(5) | Includes 159,500 shares of Common Stock issuable upon the exercise of options issued to Dr. Boyle which vest on or before May 1, 2005. |
(6) | The number of shares and the following information is as of December 31, 2004 and is contained in the Schedule 13G/ A filed by Mr. Fleiss with the Securities and Exchange Commission. Includes 214,700 shares beneficially owned by Karen Fleiss, Mr. Fleiss’ mother, pursuant to a power of attorney held by Mr. Fleiss with respect to such shares; and 475,600 shares directly beneficially owned by KMF Partners, of which Ms. Fleiss serves as general partner, pursuant to an agreement by which Mr. Fleiss advises KMF Partners concerning the voting of such shares. KMF Partners is not under any obligation |
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to vote its shares in accordance with the advice of Mr. Fleiss. Ms. Fleiss and KMF Partners have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, their respective shares. | |
(7) | The number of shares is as of December 31, 2004 and is contained in the Schedule 13G/ A filed by Wasatch Advisors, Inc. with the Securities and Exchange Commission. |
(8) | Includes 642,000 shares of Common Stock issuable upon the exercise of options granted to Mr. Latour which vest on or before May 1, 2005, of which options as to 260,000 shares were exercised after February 28, 2005. See footnote (2) above. |
(9) | The number of shares is contained in a Schedule 13G filed by Royce & Associates, LLC on February 3, 2003. |
(10) | Includes 159,500 shares of Common Stock issuable upon the exercise of options granted to Mr. Zakon which vest on or before May 1, 2005. |
(11) | Consists of 25,000 shares of restricted stock over which Mr. von Mering has sole voting power. The stock may not be transferred by Mr. von Mering until the shares are vested, and are forfeited if he leaves the Board of Directors of the Corporation other than for reason of death or disability. The restricted stock vested 20% upon grant, and vests 5% on the first day of each quarter after the grant date. |
(12) | Includes 15,000 shares of Common Stock held jointly by Ms. Salvo and her husband over which Ms. Salvo shares voting and investment power with her husband. |
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Audit | Nominating and Corporate | Compensation and | Credit Policy | |||||||||||||
Director | Committee | Governance Committee | Benefits Committee | Committee | ||||||||||||
Peter R. Bleyleben | * | |||||||||||||||
Brian E. Boyle | * | ** | * | * | ||||||||||||
Torrence C. Harder | * | ** | ||||||||||||||
Richard Latour | ||||||||||||||||
Fritz von Mering | ** | * | * | |||||||||||||
Alan Zakon | * | ** |
* | Member. |
** | Chairperson. |
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• | the ability of the prospective nominee to represent the interests of the stockholders of the Corporation; | |
• | the prospective nominee’s standards of integrity, commitment and independence of thought and judgment; | |
• | 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 Corporation’sCorporate Governance Guidelines; | |
• | the extent to which the prospective nominee contributes to the range of talent, skill and expertise appropriate for the Board; and | |
• | the extent to which the prospective nominee helps the Board reflect the diversity of the Corporation’s stockholders, employees, customers and communities. |
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Audit Committee: | |
Fritz von Mering, Chairman, | |
Brian E. Boyle, | |
Torrence C. Harder |
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Long Term Compensation Awards | |||||||||||||||||||||||||
Annual Compensation | Securities | ||||||||||||||||||||||||
Restricted | Underlying | All Other | |||||||||||||||||||||||
Name and Principal Position | Year | Salary | Bonus(2) | Stock Awards($) | Options (*) | Compensation | |||||||||||||||||||
Richard F. Latour | 2004 | $ | 260,000 | $ | 0 | $ | 0 | 0 | $ | 8,684 | (3) | ||||||||||||||
President, Chief Executive | 2003 | $ | 251,539 | $ | 0 | 0 | 200,000 | $ | 6,291 | ||||||||||||||||
Officer, Treasurer, Clerk, | 2002 | $ | 232,077 | $ | 236,560 | 0 | 300,000 | $ | 6,291 | ||||||||||||||||
Secretary and Director | |||||||||||||||||||||||||
James R. Jackson, Jr. | 2004 | $ | 187,200 | $ | 0 | $ | 0 | 0 | $ | 4,212 | (4) | ||||||||||||||
Vice President and Chief | 2003 | $ | 181,108 | $ | 0 | $ | 67,249 | (4) | 0 | $ | 3,143 | ||||||||||||||
Financial Officer | 2002 | $ | 104,769 | $ | 0 | $ | 0 | 150,000 | (4) | $ | 0 | ||||||||||||||
Carolina Salvo | 2004 | $ | 147,420 | $ | 69,046 | $ | 0 | 0 | $ | 5,526 | (5) | ||||||||||||||
Vice President, Legal | 2003 | $ | 142,622 | $ | 0 | $ | 39,234 | (5) | 0 | $ | 4,383 | ||||||||||||||
2002 | $ | 138,183 | $ | 73,698 | $ | 0 | 90,000 | (5) | $ | 4,359 | |||||||||||||||
Stephen Constantino | 2004 | $ | 120,120 | $ | 47,235 | $ | 0 | 0 | $ | 4,190 | (6) | ||||||||||||||
Vice President, | 2003 | $ | 116,211 | $ | 0 | $ | 31,002 | 0 | $ | 3,130 | |||||||||||||||
Human Resources | 2002 | $ | 110,571 | $ | 50,970 | $ | 0 | 60,000 | $ | 4,292 | |||||||||||||||
Steven J. LaCreta | 2004 | $ | 107,100 | $ | 31,852 | $ | 0 | 0 | $ | 1,389 | (7) | ||||||||||||||
Vice President, | 2003 | $ | 105,323 | $ | 0 | $ | 20,291 | 0 | $ | 1,053 | |||||||||||||||
Lessee Relations | 2002 | $ | 100,519 | $ | 26,797 | $ | 0 | 50,000 | $ | 1,273 |
(1) | Columns required by the rules and regulations of the Securities and Exchange Commission that contain no entries have been omitted. |
(2) | For fiscal years 2004 and earlier, bonuses were paid over a three-year period, with one-third payable each year. The remaining two-thirds was subject to discretionary review by the Corporation and, therefore, did not vest to the employee. The bonus amount set forth for 2002 and 2003 thus represents the amount actually paid for such fiscal year, plus amounts relating to the prior two fiscal years. The bonus amounts paid in 2004 relate to the payment of promissory notes issued by the Corporation in March 2003 to cover profit-sharing plan payments owed from prior years that were contingent upon the Corporation repaying its previous lenders in full. |
(3) | Amounts for Mr. Latour include: (a) contributions by the Corporation under the Corporation’s 401(k) retirement/profit sharing plan in 2004 ($5,850), 2003 ($3,200) and 2002 ($3,200) and (b) executive disability insurance policy premiums paid by the Corporation in 2004 ($2,834), 2003 ($3,091) and 2002 ($3,091). |
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(4) | Amounts for Mr. Jackson include contributions by the Corporation under the Corporation’s 401(k) retirement/profit sharing plan in 2004 ($4,212), 2003 ($3,143) and 2002 ($0). |
In February 2003, all options outstanding to Mr. Jackson were cancelled, and replaced by 85,558 shares of restricted stock. The value of such shares at December 31, 2004, using the closing stock price of the Corporation’s Common Stock of $3.75 on such date, was $320,843. As of December 31, 2004, all of such shares had vested. | |
(5) | Amounts for Ms. Salvo include: (a) contributions by the Corporation under the Corporation’s 401(k) retirement/profit sharing plan in 2004 ($4,871), 2003 ($3,673) and 2002 ($3,673); and (b) executive disability insurance policy premiums paid by the Corporation in 2004 ($655), 2003 ($710) and 2002 ($686). |
In February 2003, all options outstanding to Ms. Salvo were cancelled, and replaced by 49,916 shares of restricted stock. The value of such shares at December 31, 2004, using the closing stock price of the Corporation’s Common Stock of $3.75 on such date, was $187,185. As of December 31, 2003, all of such shares had vested. | |
(6) | Amounts for Mr. Constantino include: (a) contributions by the Corporation under the Corporation’s 401(k) retirement/profit sharing plan in 2004 ($3,765), 2003 ($2,681) and 2002 ($3,858) and (b) executive disability insurance policy premiums paid by the Corporation in 2004 ($425) 2003 ($449) and 2002 ($434). |
In February 2003, all options outstanding to Mr. Constantino were cancelled, and replaced by 39,442 shares of restricted stock. The value of such shares at December 31, 2004, using the closing stock price of the Corporation’s Common Stock of $3.75 on such date, was $147,908. As of December 31, 2003, all of such shares had vested. | |
(7) | Amounts for Mr. LaCreta include contributions by the Corporation under the Corporation’s 401(k) retirement/profit sharing plan in 2004 ($1,389), 2003 ($1,053) and 2002 ($1,273). In February 2003, all options outstanding to Mr. LaCreta were cancelled, and replaced by 25,815 shares of restricted stock. The value of such shares at December 31, 2004, using the closing stock price of the Corporation’s Common Stock of $3.75 on such date, was $96,806. As of December 31, 2003, all of such shares had vested. |
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Number of Securities | Value of Unexercised | |||||||||||||||||||||||
Underlying Unexercised | In-the-Money | |||||||||||||||||||||||
Options/SAR’s at Fiscal | Options/SAR’s at Fiscal | |||||||||||||||||||||||
Year-End(#) | Year-End($)(1) | |||||||||||||||||||||||
Shares Acquired | Value | |||||||||||||||||||||||
Name | on Exercise(#) | Realized($) | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
Richard F. Latour(2) | 0 | $ | 0 | 554,000 | 286,000 | $ | 577,700 | $ | 433,300 | |||||||||||||||
James R. Jackson, Jr. | 0 | $ | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||
Carolina Salvo | 0 | $ | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||
Stephen Constantino | 0 | $ | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||
Steven J. LaCreta | 0 | $ | 0 | 0 | 0 | 0 | 0 |
(1) | Value based on $3.75, the closing price of the Common Stock on December 31, 2004, minus the exercise price. The exercise price of Mr. Latour’s 324,000 exercisable options and 116,000 unexercisable options exceeded the closing price of the Common Stock on December 31, 2004. |
The value of unexercised in-the-money stock options at December 31, 2004 is presented to comply with regulations of the Securities and Exchange Commission. The actual amount realized upon exercise of stock options (if any) will depend upon the excess of the fair market value of the Common Stock over the exercise price at the time the stock option is exercised. There is no assurance that the values of unexercised stock options reflected in this table will be realized. | |
(2) | In February 2005, the Compensation Committee approved the acceleration of vesting and the cashless exercise by Mr. Latour of options to purchase 400,000 shares, under which he received 174,269 shares after surrender of the remainder in satisfaction of the exercise price and payment of taxes due with respect to the transaction. Of the 400,000 options, (a) 200,000 had an exercise price of $0.86 and 200,000 had an exercise price of $1.585, and (b) 150,000 had not vested. The Compensation Committee had the power to take such actions under the provisions of the 1998 Equity Incentive Plan. |
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Number of Securities | ||||||||||||
Remaining Available for | ||||||||||||
Future Issuance Under | ||||||||||||
Number of Securities to | Weighted-Average | Equity Compensation | ||||||||||
be Issued Upon Exercise | Exercise Price of | Plans (Excluding | ||||||||||
of Outstanding Options, | Outstanding Options, | Securities Reflected in | ||||||||||
Warrants and Rights | Warrants and Rights | Column (a)) | ||||||||||
Plan Category | (a) | (b) | (c) | |||||||||
Equity compensation plans approved by security holders(1) | 1,675,000 | $ | 7.139 | (2) | 2,325,000 | |||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||||
Total | 1,675,000 | $ | 7.139 | (2) | 2,325,000 |
(1) | This plan is the Corporation’s 1998 Equity Incentive Plan (which was approved by stockholders at the 2001 special meeting of stockholders in lieu of annual meeting). |
(2) | Weighted average exercise price of outstanding options; excludes restricted stock. Does not take into account the exercise after December 31, 2004 of 432,500 options, of which 200,000 had an exercise price of $0.86 and 232,500 had an exercise price of $1.585. |
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• | executive compensation and benefits programs; | |
• | executive employment agreements, if any; and | |
• | 1998 Equity Incentive Plan. |
• | reflect the Corporation’s entrepreneurial orientation; | |
• | are competitive with other growing companies of similar size and business; |
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• | safeguard the interests of the Corporation and its stockholders; | |
• | are effective in driving performance to achieve financial goals and create stockholder value; | |
• | foster teamwork on the part of management; | |
• | are cost-efficient and fair to employees, management and stockholders; and | |
• | are well communicated to and understood by program participants. |
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Compensation and Benefits Committee: | |
Alan J. Zakon, Chairman, | |
Brian E. Boyle and | |
Fritz von Mering |
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![(PERFORMANCE GRAPH)](https://capedge.com/proxy/DEF 14A/0000950135-05-002077/b54489dfb5448900.gif)
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Nominee, Age and | Principal Occupation and | |
Committee Membership | Other Information | |
Terms To Expire in 2008 | ||
Torrence C. Harder, 61 Chairman, Credit Policy Committee; Audit Committee | Torrence C. Harder has served as a Director of the Corporation since 1986, served as Chairman of the Credit Policy Committee since January 2005, and has been a member of the Audit Committee since 1997. He has been the President and Director of Harder Management Corporation, Inc., a registered investment advisory firm, since its establishment in 1971. He has also been the President and Director of Entrepreneurial Ventures, Inc., a private equity investment firm, since its founding in 1986. Mr. Harder is a Director of RentGrow, Inc., Trade Credit Corporation and UpToDate in Medicine, Inc., a privately held company. Mr. Harder earned an M.B.A. from the Wharton School of the University of Pennsylvania, and a B.A. with honors from Cornell University. | |
Fritz von Mering, 52 Chairman, Audit Committee; Compensation and Benefits Committee; Nominating and Corporate Governance Committee | Fritz von Mering has served as a Director of the Corporation, Chairman of the Audit Committee since January 2005 and a member since 2004, and a member of the Compensation and Benefits Committee and the Nominating and Corporate Governance Committee since January 2005. He is currently the Vice President of Corporate Development and a Director of Boston Communications Group, Inc. (“Boston Communications”), a Boston-based provider of call processing to the global wireless industry. He has also served as the Chief Financial Officer of Boston Communications from 1989 to 1999. Prior to joining Boston Communications, Mr. von Mering was the Chief Financial Officer of Massachusetts Gas & Electric from 1986 to 1989. Before joining Massachusetts Gas & Electric, Mr. von Mering was regional vice president and general manager for Metromedia’s paging division from 1980 to 1986. Prior to Metromedia, Mr. von Mering held various positions at Coopers & Lybrand, where he earned his C.P.A. Mr. von Mering earned his B.S. in Accounting from Boston College and an M.B.A from Babson College. |
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Director, Age and | Principal Occupation and | |
Committee Membership | Other Information | |
Terms Expiring in 2006 | ||
Brian E. Boyle, 57 Chairman, Nominating and Corporate Governance Committee; Audit Committee; Compensation and Benefits Committee; Credit Policy Committee | Brian E. Boyle, the Chief Executive Officer of the Corporation from 1985 to 1987 and Chairman of the MicroFinancial Board from 1985 to 1995, has served as a Director of the Corporation or its predecessor since 1985 and has been a member of the Audit Committee and the Compensation Committee since 1997, the Chairman of the Nominating and Corporate Governance Committee since January 2004 and a member of the Credit Policy Committee since January 2005. He is currently the Vice Chairman and a Director of Boston Communications. He also served as Chairman of GoldK, Inc. from 1999 to March of 2003, and was the Chief Executive Officer of GoldK, Inc. from 1999 until November 2002. Prior to joining Boston Communications, Dr. Boyle was the Chairman and Chief Executive Officer of Credit Technologies, Inc., a Massachusetts-based provider of credit decision and customer acquisition software, from 1989 to 1993. From 1995 to 1999 he was a Director of Saville Systems, a global telecommunications billing software company, with its United States headquarters in Burlington, Massachusetts, and served as a member of its Compensation Committee from 1995 to October 1999. Dr. Boyle is also a director of several private companies. Dr. Boyle earned his A.B. in Mathematics and Economics from Amherst College and a B.S. in Electrical Engineering and Computer Science, an M.S. in Operations Research, an E.E. in Electrical Engineering and Computer Science and a Ph.D. in Operations Research, all from the Massachusetts Institute of Technology. | |
Alan J. Zakon, 69 Chairman, Compensation and Benefits Committee; Nominating and Corporate Governance Committee | Alan J. Zakon has served as a Director of the Corporation since 1988, on the Compensation and Benefits Committee since 1997 and its Chairman since January 2005 and on the Nominating and Corporate Governance Committee since January 2004. Dr. Zakon served as Managing Director of Bankers Trust Corporation from 1989 to 1995 where he was Chairman of the Strategic Policy Committee. Dr. Zakon is a Director of Arkansas-Best Freight Corporation, a nationwide commercial transportation and trucking company and a Director of InfraRedx, a privately held medical research and development company. Dr. Zakon holds a B.A. from Harvard University, an M.S. in Industrial Management from the Sloan School at the Massachusetts Institute of Technology and a Ph.D. in Economics and Finance from the University of California at Los Angeles. |
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Director, Age and | Principal Occupation and | |
Committee Membership | Other Information | |
Terms Expiring in 2007 | ||
Peter R. Bleyleben, 52 Credit Policy Committee | Peter R. Bleyleben serves as Chairman of the Board of Directors of the Corporation and on the Credit Policy Committee since January 2005. He served as President, Chief Executive Officer and Director of the Corporation or its predecessor since June 1987 until January 2002, and Chief Executive Officer until October 2002. He is also a director of UpToDate in Medicine, Inc. and of Apres Health and Fitness, Inc., privately held companies. Before joining the Corporation, Dr. Bleyleben was Vice President and Director of the Boston Consulting Group, Inc. (“BCG”) in Boston. During his more than eight years with BCG, Dr. Bleyleben focused his professional strategic consulting practice on the financial services and telecommunications industries. Prior to joining BCG, Dr. Bleyleben earned an M.B.A. with distinction and honors from the Harvard Business School, an M.B.A. and a Ph.D. in Business Administration and Economics, respectively, from the Vienna Business School in Vienna, Austria and a B.S. in Computer Science from the Vienna Institute of Technology. | |
Richard F. Latour, 51 | Richard F. Latour has served as President, Chief Executive Officer, Treasurer, Clerk and Secretary of the Corporation since October 2002 and as President, Chief Operating Officer, Chief Financial Officer, Treasurer, Clerk and Secretary, as well as a director of the Corporation, since February 2002. From 1995 to January 2002, he served as Executive Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer, Clerk and Secretary. From 1986 to 1995 Mr. Latour served as Vice President of Finance and Chief Financial Officer. Prior to joining the Corporation, Mr. Latour was Vice President of Finance for eleven years with Trak Incorporated, an international manufacturer and distributor of consumer goods, where he was responsible for all financial and operational functions. Mr. Latour earned a B.S. in accounting from Bentley College in Waltham, Massachusetts. |
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Submitted by Order of the Board of Directors, | |
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RICHARD F. LATOUR | |
Clerk |
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SPECIAL MEETING OF STOCKHOLDERS IN LIEU OF ANNUAL MEETING OF
MICROFINANCIAL INCORPORATED
Monday, May 16, 2005
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
âPlease detach and mail in the envelope provided.â
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 IN BLUE OR BLACK INK AS SHOWN HEREx
1. | Election of the following directors for three-year terms. |
o | FOR ALL NOMINEES | |
o | WITHHOLD AUTHORITY FOR ALL NOMINEES | |
o | FOR ALL EXCEPT (See instructions below) |
NOMINEES
¡ Torrence C. Harder
¡ Fritz von Mering
INSTRUCTION: | 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 here: l |
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 that changes to the registered name(s) on the account may not be submitted via this method. | o |
FOR | AGAINST | ABSTAIN | ||||||
2. | Ratification of the appointment by the Board of Directors of the firm of Vitale, Caturano & Co. as independent auditors of the Corporation for the year ending December 31, 2005. | o | o | o |
THE BOARD OF DIRECTORS OF THE CORPORATION RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR FOR THREE-YEAR TERMS AND FOR THE RATIFICATION OF THE APPOINTMENT OF VITALE, CATURANO & CO. AS THE CORPORATION’S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2005.
PLEASE MARK, DATE, SIGN AND MAIL THIS PROXY CARD IN THE ACCOMPANYING ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
MARK HERE IF YOU PLAN TO ATTEND THE MEETING. o
Signature of Stockholder | Date: | Signature of Stockholder | Date: |
Note: | This proxy must be signed exactly as the name appears hereon. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |
PROXY
MICROFINANCIAL INCORPORATED
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE CORPORATION
FOR THE SPECIAL MEETING OF STOCKHOLDERS IN LIEU OF ANNUAL MEETING
TO BE HELD ON MAY 16, 2005, OR ANY ADJOURNMENTS THEREOF.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS DIRECTED BY THEIR STOCKHOLDER(S).
The undersigned stockholder of MicroFinancial Incorporated (the “Corporation”) hereby appoints Peter R. Bleyleben and Richard F. Latour (each a “Proxy Agent”), jointly and severally with full power of substitution to each as proxies for and on behalf of the undersigned, to attend the Special Meeting of Stockholders in Lieu of Annual Meeting of MicroFinancial Incorporated, to be held at Edwards & Angell, LLP, 101 Federal Street, Boston, Massachusetts on Monday, May 16, 2005, at 4:00 P.M., or any adjournments thereof, and to vote as directed below all stock of the Corporation which the undersigned would be entitled to vote if personally present.
By acceptance, each Proxy Agent agrees that this Proxy will be voted in the manner directed by the stockholder giving this Proxy. If no direction is specified, the Proxy will be voted FOR the election of the nominees for Director for three-year terms and FOR the ratification of the appointment of Vitale, Caturano & Co. as the Corporation’s independent auditors for the year ending December 31, 2005, each as set forth on the reverse. Discretionary authority is hereby conferred as to all other matters which may properly come before the meeting or any adjournments thereof. This Proxy, if properly executed and delivered, will revoke all other Proxies.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES FOR DIRECTOR FOR THREE-YEAR TERMS AND FOR THE RATIFICATION OF THE APPOINTMENT OF VITALE, CATURANO & CO. AS THE CORPORATION’S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2005.
CONTINUED, AND TO BE SIGNED, ON REVERSE SIDE