SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No./ /)
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
The Goldfield Corporation
(Name of Registrant as Specified in Its Charter)
Mary H. Leitner
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (check the appropriate box)
[X] $125 per Exchange Act Rule 0-11 (c) (1) (ii), 14a-6(i) (1) or
14a-6(j) (2)
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i) (3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6 (i)
(4) and 0-11
(1) Title of each class of securities to which transaction
applies:/ /
(2) Aggregate number of securities to which transactions applies:
/ /
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11(1):/ /
(4) Proposed maximum aggregate value of transaction:/ /
[ ] 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.
(1) Amount previously paid:/ /
(2) Form, schedule or registration statement no.:/ /
(3) Filing party:/ /
(4) Date filed:/ /
(1) Set forth the amount on which the filing fee is calculated and
state how it was determined.
The Goldfield Corporation
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 23, 1995
To Our Stockholders:
Notice is hereby given that the Annual Meeting of the Stockholders
of The Goldfield Corporation has been called and will be held at the
Melbourne Hilton at Rialto Place, 200 Rialto Place, Venezia Room,
Melbourne, Florida 32901 on May 23, 1995 at 9:00 a.m. for the
following purposes:
1. To elect six directors.
2. To ratify the appointment of KPMG Peat Marwick LLP as independent
certified public accountants for the year 1995.
3. To act upon a stockholder proposal with respect to officers'
compensation.
4. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Those entitled to vote at this meeting will be the stockholders of
record at the close of business on April 13, 1995. The transfer
books of the Company will not be closed.
By Order of the Board of Directors
MARY H. LEITNER
Secretary
Melbourne, Florida
April 20, 1995
If you are unable to attend the meeting in person, you are requested
by the Board of Directors of the Company to date, sign, and return
the enclosed proxy in the enclosed envelope. No postage is necessary
if mailed in the United States. In the event you later decide to
attend the meeting, you may, if you desire, revoke your proxy and
vote your shares in person.
The Goldfield Corporation
Suite 500, 100 Rialto Place
Melbourne, Florida 32901
(407) 724-1700
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 23, 1995
This proxy statement is furnished in connection with the
solicitation of proxies by the Board of Directors of The Goldfield
Corporation (the "Company") to be voted at the Annual Meeting of
Stockholders of the Company to be held at Melbourne, Florida on May
23, 1995, at 9:00 a.m., and at any and all adjournments thereof. The
meeting will be held for the purposes set forth in the notice and in
this proxy statement. This proxy statement and the accompanying
annual report are first being mailed to stockholders on April 20,
1995.
RECORD DATE, SHAREHOLDERS ENTITLED TO VOTE AND REQUIRED VOTE
Only holders of record of outstanding shares of the Company at the
close of business on April 13, 1995 will be entitled to vote at the
Annual Meeting of Stockholders on May 23, 1995 or at any adjournment
thereof. The stock transfer books will not be closed. On March 15,
1995 there were outstanding 26,854,748 shares of Common Stock, par
value $.10 per share ("Common Stock"), and 339,407 shares of Series
A 7% Voting Cumulative Convertible Preferred Stock, par value $1.00
per share ("Series A Preferred Stock") of the Company. Each
stockholder is entitled to one vote for each share of Common Stock
and Series A Preferred Stock held.
The affirmative vote of the holders of a majority of the shares
present in person or represented by proxy and entitled to vote at
the meeting is necessary for (i) approval of the proposal with
respect to the selection of auditors (ii) approval of the
stockholder proposal, and (iii) the transaction of other business.
The election of directors will be by a plurality vote.
Each stockholder entitled to vote at the meeting has the right to
vote his shares cumulatively for the election of directors; that is,
each stockholder will be entitled to cast as many votes as there are
directors to be elected multiplied by the number of shares of Common
Stock and Series A Preferred Stock registered in his name on the
record date, and to cast all such votes for one candidate or to
distribute such votes among the nominees for the office of director
in accordance with his choice. A stockholder who wishes to vote by
proxy and exercise his cumulative voting rights in doing so should
advise the Board of Directors in writing how he wishes to have his
votes distributed among the nominees for directors. Such written
instructions should accompany the proxy card or cards to which they
relate.
Holders of the Series A Preferred Stock are entitled to the same
voting rights as holders of the Common Stock. In addition, they have
certain voting rights not held by holders of the Common Stock, such
as controlling voting rights with respect to certain mergers, sales
and amendments to the Company's Certificate of Incorporation.
Although not so intended, such voting rights might be considered as
having the effect of discouraging an attempt by another person or
entity to effect a takeover or otherwise gain control of the
Company.
SOLICITATION, REVOCATION AND VOTING OF PROXIES
This solicitation is made on behalf of the Board of Directors of the
Company. All costs of soliciting proxies will be borne by the
Company, and the Company will reimburse bankers, brokers and other
custodians, nominees and fiduciaries for forwarding the proxy
material to beneficial owners of shares. In addition to use of the
mails, proxies may be solicited by personal interview, telephone or
telegraph by regular employees of the Company without additional
compensation. Morrow & Co., Inc., 909 Third Avenue, 20th Floor, New
York, New York 10022, has been retained to assist in the
solicitation of proxies for a fee not in excess of $7,000 plus
out-of-pocket expenses.
You are requested to sign and complete the accompanying proxy and
return it in the enclosed envelope. If the proxies are signed with
a preference indicated, the proxies will be voted accordingly, but
if no choice has been specified, the proxies will be voted (1) FOR
the election as directors of the nominees named herein, (2) FOR the
ratification of the appointment of KPMG Peat Marwick LLP as
independent certified public accountants for the year 1995, (3)
AGAINST the stockholder's proposal with respect to officers'
compensation.
The proxy may be revoked by the stockholder at any time prior to the
exercise thereof by filing with the Secretary of the Company a
written revocation or a duly executed proxy bearing a later date.
The proxy shall be suspended if the stockholder shall be present at
the meeting and elects to vote in person.
At the date hereof, management of the Company has no knowledge of
any business other than that described in the notice for the meeting
which will be presented for consideration at such meeting. If any
other business should come before such meeting, the persons
appointed by the enclosed form of proxy shall have discretionary
authority to vote such proxies as they shall decide.
ITEM 1.
ELECTION OF DIRECTORS
It is intended that the shares represented by the accompanying proxy
will be voted, if not otherwise indicated by the stockholder, for
the election of the six nominees for director listed below (each of
whom is at present a director of the Company) to serve for one year
or until their successors are elected.
Information About Nominees
Reference is made to the information set forth above as to the stock
ownership of the nominees. The following table sets forth with
respect to each nominee the office presently held by him/her with
the Company, or his/her principal occupation if not employed by the
Company, the year in which he/she first became a director of the
Company and his/her age.
Name; Office Held with the Director
Company or Principal Occupation Since Age (1)
John P. Fazzini, 1984 50
Real Estate Developer
Danforth E. Leitner, 1985 54
Real Estate Appraiser
Mary H. Leitner, 1970 80
Secretary
James Sottile, 1969 81
Chairman of the Board of Directors
John H. Sottile, 1983 47
President and Chief Executive Officer
John M. Starling, 1971 65
Of Counsel to the law firm of Severs,
Stadler, Friedland and Harris P.A.,
Counsel for the Company
(1) As of December 31, 1994.
If any of the foregoing nominees should withdraw or otherwise become
unavailable, which the Board of Directors does not presently
anticipate, it is intended that proxies will be cast for such person
or persons as the Board of Directors may designate in place of such
nominees.
For more than five years, Mary H. Leitner, James Sottile and John H.
Sottile have been principally engaged as executive officers and
directors of the Company.
John P. Fazzini has been, for more than five years, principally
engaged in private real estate development operations in Florida and
is President and majority stockholder of Bountiful Lands, Inc.
Danforth E. Leitner has been, for more than five years, principally
engaged as a real estate broker and appraiser in North Carolina and
is presently President of The Leitner Company, a real estate
brokerage and appraisal corporation.
John M. Starling has been, since January 1, 1995, of Counsel to the
law firm of Severs, Stadler, Friedland & Harris, P.A., which,
including a predecessor firm, has served as counsel for the Company
for many years and has been so engaged for the current fiscal year.
For more than the prior five years, Mr. Starling was a member of the
law firm of Holland, Starling, Severs, Stadler & Friedland, P.A.
John H. Sottile is the son of James Sottile and Danforth E. Leitner
is the son of Mary H. Leitner.
Management directors of the Company receive no compensation in such
capacity. During 1994, each nonmanagement director of the Company
received compensation of $9,000.
Committees and Meetings of the Board of Directors
During 1994, the Board of Directors met four times. The Company has
established executive, audit, compensation and nominating committees
to assist the Board of Directors in discharging its
responsibilities.
The Executive Committee, which exercises, to the extent permitted by
Delaware law, all of the powers of the Board of Directors during the
intervals between Board meetings, consists of James Sottile, John H.
Sottile and Mary H. Leitner. During 1994, the Executive Committee
held six meetings.
The Audit Committee, which monitors the activities of the Company's
independent accountants and its accounting department and reports on
such activities to the full Board of Directors, consists of John M.
Starling and John P. Fazzini. During 1994, the Audit Committee held
one meeting.
The Compensation Committee reviews the compensation of the executive
officers of the Company and makes recommendations to the Board of
Directors regarding such compensation. The members of the
Compensation Committee are John M. Starling and John P. Fazzini.
The Compensation Committee, established December 1, 1992, held one
meeting during 1994.
The Nominating Committee recommends qualified candidates for
election as directors of the Company, including the slate of
directors which the Board of Directors proposes for election by
stockholders at the Annual Meeting. The Nominating Committee
consists of John M. Starling, John H. Sottile and Danforth E.
Leitner. During 1994, the Nominating Committee held one meeting.
The Nominating Committee is not precluded from considering written
recommendations for nominees from stockholders. Such recommendations
for the 1996 election of directors, together with a description of
the proposed nominee's qualifications and other relevant
biographical information, should be sent to the Secretary of the
Company prior to December 21, 1995.
During 1994, no incumbent director attended fewer than 75% of the
total number of meetings of the Board of Directors and all
Committees of the Board that he was eligible to attend.
The Board of Directors unanimously recommends a vote "FOR" the re-
election of James Sottile, John H. Sottile, Mary H. Leitner, John P.
Fazzini, Danforth E. Leitner and John M. Starling.
ITEM 2.
RATIFICATION OF APPOINTMENT OF ACCOUNTANTS
The Board of Directors of the Company has appointed the firm of KPMG
Peat Marwick LLP as its independent certified public accountants for
the year ended December 31, 1995, subject to the appointment being
ratified by the Company's stockholders. KPMG Peat Marwick LLP
(including a predecessor firm, W. O. Daley & Company) has been
serving the Company and its subsidiaries for the past thirty-two
years.
A representative of KPMG Peat Marwick LLP is expected to be present
at this year's Annual Meeting of Stockholders, at which time he will
be given an opportunity to make a statement and is expected to be
available to respond to appropriate questions. The appointment of
KPMG Peat Marwick LLP was made upon the recommendation of the Audit
Committee which is composed of directors who are not officers or
otherwise employees of the Company. If the stockholders do not
ratify the selection of KPMG Peat Marwick LLP, the selection of
independent certified public accountants will be reconsidered by the
Board of Directors of the Company.
The Board of Directors unanimously recommends a vote "FOR" the
ratification of the appointment of KPMG Peat Marwick LLP as
independent certified public accountants of the Company.
ITEM 3.
STOCKHOLDER PROPOSAL
The following stockholder proposal has been submitted to the Company
for action at the Annual Meeting. The name, address and stock
ownership of the stockholder submitting such proposal will be
supplied upon oral or written request to the Secretary of the
Company. The text of the proposal follows:
"Shareholders recommend Board of Directors limit officers
(President, Chairman, CEO) future compensation to a base salary of
$100,000 annually in cash, with additional compensation limited to
20% of the annual earnings from continued operations."
The Board of Directors unanimously recommends a vote "AGAINST" this
stockholder proposal for the following reasons:
The Board of Directors believes that the imposition of such an
arbitrary limitation on executive compensation would prevent the
Company from attracting and retaining competent management.
Accordingly, the Board of Directors believes that it would not be in
the best interest of the Company or its stockholders to arbitrarily
restrict compensation as the proponent recommends. Furthermore, the
Board of Directors believes that the current compensation of the
Company's executives is well within the range for comparable
companies.
At present, the stockholder proposal could only pertain to the
President and Chief Executive Officer (since the Chairman is no
longer serving on a salary basis) and, in any event, could not be
implemented without termination of the employment agreement with the
President and Chief Executive Officer, triggering the requirement of
a substantial termination fee pursuant to such employment agreement.
The Board of Directors does not regard such action as wise or
appropriate.
The Company's compensation policies are approved by the Compensation
Committee of the Board of Directors, which is comprised of
independent directors. The Board of Directors will continue to
review compensation policies to assure appropriate levels of
compensation for the officers.
The Board of Directors unanimously recommends that stockholders vote
"AGAINST" this proposal.
OWNERSHIP OF VOTING SECURITIES BY CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 15, 1995, the number and
percent of the shares of Common Stock and Series A Preferred Stock
of the Company beneficially owned by each director of the Company
standing for election, the officers named in the Summary
Compensation Table on page 6, all directors and executive officers
as a group and all beneficial owners of more than 5% of such Common
and Preferred Stock. Except as otherwise indicated, all beneficial
ownership reflected in the table represents sole voting and
investment power as to such Common and Preferred Stock.
Amount Beneficially Owned (1)
Common
Obtainable
Upon
Conversion Percent
of Percent of Class of Voting
Common Preferred Preferred Common Preferred Securities
Beneficial Owners (2) (3) Series A (1) Series A (4)
(a) Holders of more than 5%
(other than Directors):
Suzanne S. Guanci
1130 Placetas Avenue
Coral Gables, FL 33134 33,043 28,860 8.50% 0.12%
Linda S. Hammond
1202 Pawnee Terrace
Indian Harbor Beach,
FL 32937 103,044 90,000 26.52% 0.38%
(b) Directors and
Executive Officers (5):
John P. Fazzini 100
Patrick S. Freeman 200
Danforth E. Leitner 600
Mary H. Leitner 49,130 21,188 18,506 0.18% 5.45% 0.26%
James Sottile 373,466 53,620 46,833 1.39% 13.80% 1.59%
(6) (6)
John H. Sottile 372 171,739 150,000 44.19% 0.64%
John M. Starling 1,000
(c) All Officers and
Directors as a group
(9 in number): 424,868 246,547 215,339 1.58% 63.45% 2.49%
(1) Includes holdings of spouses, minor children, relatives and spouses
of relatives living in the same household, even though beneficial
ownership is disclaimed.
(2) Excludes shares of Common Stock obtainable upon conversion of Series A
Preferred Stock.
(3) Each share of Series A Preferred Stock is currently convertible into
1.144929 shares of Common Stock.
(4) In accordance with SEC rules, the percentage shown opposite the name
of each person or group has been computed assuming the conversion of
any Series A Preferred Stock held by such person or group but that
no conversions by others have occurred.
(5) Stephen R. Wherry, Vice President, Treasurer and Chief Financial
Officer of the Company and Romey A. Taylor, President of the Company's
electrical construction subsidiary, do not own any Common Stock or
Series A Preferred Stock of the Company.
(6) Listed as beneficially owned by Mr. Sottile are 133,830 shares of
Common Stock and 46,833 shares of Series A Preferred Stock which are
owned by his wife. As to such shares, Mrs. Sottile has sole voting
power and sole investment power.
Compliance with Section 16(a) of the Securities Exchange Act of
1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more
than ten percent of a registered class of the Company's equity
securities, to file with the Securities and Exchange Commission (the
"SEC") and the American Stock Exchange initial reports of ownership
and reports of changes in ownership of Common Stock and Series A
Preferred Stock of the Company. Copies of all such reports filed
with the SEC are required to be furnished to the Company. Based
solely on the Company's review of the copies of such reports it has
received, the Company believes that all of its officers, directors
and greater than ten percent beneficial owners complied with all
filing requirements applicable to them with respect to transactions
during the year ended December 31, 1994.
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth the cash
compensation paid to the Company's Chief Executive Officer and
executive officers, including two executive officers of
subsidiaries, whose compensation exceeded $100,000 during the years
ended December 31, 1992, 1993 and 1994. The information provided
under the heading "Executive Compensation" is that required by
"small business issuers" as defined by the rules of the SEC.
Summary Compensation Table
Annual Compensation
Name and Salary Bonus Other
Principal Position Year ($) ($) ($)
John H. Sottile 1994 256,500 -- --
President & Chief 1993 272,125 -- --
Executive Officer 1992 315,500 -- --
Romey A. Taylor 1994 80,000 -- --
President of 1993 80,000 36,582 --
electrical 1992 80,000 236,451 --
construction
subsidiary
James Sottile 1994 165,000 -- 165,000(1)
Chairman of the 1993 160,000 -- --
Board of Directors 1992 156,000 -- --
Patrick S. Freeman 1994 112,500 12,500 --
President of mining 1993 105,769 -- --
subsidiaries 1992 100,000 25,000 --
(1) Represents a one-time severance payment in accordance with the
employment agreement between the Company and James Sottile, Chairman of
the Board, in connection with the termination thereof in December 1994.
The persons named in the foregoing table, together with Mary H.
Leitner, Secretary of the Company and Stephen R. Wherry, Vice
President, Treasurer and Chief Financial Officer of the Company, are
all the executive officers of the Company. Information concerning
the executive officers (other than Messrs. Freeman and Taylor) is
set forth in the Company's Annual Report on Form 10-K for the year
ended December 31, 1994. Mr. Freeman, 48, has been President of the
Company's mining subsidiaries since 1988. Mr. Taylor, 61, has been
President of the Company's electrical construction subsidiaries
since 1972.
On January 15, 1985 the Company entered into an employment agreement
with John H. Sottile. Such agreement, as amended on July 24, 1986,
September 23, 1988, February 27, 1990 and January 29, 1992, expires
on December 31, 2001 and entitles him to be paid $200,000 per year,
subject to increases, if any, in the Consumer Price Index. If his
employment is terminated (which will be deemed to have occurred if
he is relocated), he is entitled to receive, within ten days of such
notice of termination, an amount equal to the cash salary that he
would have received in the absence of such termination from the date
of such termination through December 31, 2001. In the event of
permanent disability or death, he or his estate will be entitled to
his salary through the end of the month of his permanent disability
or death and for one year thereafter. In addition, on January 1,
1986, a subsidiary of the Company entered into an employment
agreement with Mr. Sottile. Such agreement, as amended on September
13, 1988 and January 29, 1992, provides for continuous employment
until December 31, 2001 and from year to year until terminated and
entitles him to be paid $50,000 per year. If his employment is
terminated without cause (which will be deemed to have occurred if
he is relocated), he is entitled to receive his salary from the date
of such termination through December 31, 2001. In the event of
permanent disability or death, he or his estate will be entitled to
his salary through the end of the month of his permanent disability
or death and for one year thereafter.
On January 1, 1986, the Company entered into an employment agreement
with James Sottile. Such agreement, as amended on September 23, 1988
and January 29, 1992, entitled him to be paid $120,000 per year,
subject to increases, if any, in the Consumer Price Index. This
agreement, which was to expire on December 31, 1998, was terminated
effective December 31, 1994 in accordance with the disability
provision of the contract. In the event of permanent disability or
death, he or his estate was entitled to his salary through the end
of the month of his permanent disability or death and for one year
thereafter.
On January 1, 1986, the Company's electrical construction
subsidiary, Southeast Power Corporation, entered into an employment
agreement with Romey A. Taylor. Such agreement, as amended on
September 26, 1988, provides for continuous employment until
December 31, 1993 and from year to year until terminated and
entitles him to be paid $80,000 per year, plus a bonus equal to 10%
of pre-tax and pre-bonus income of such subsidiary. Employment under
the terms of such agreement has been extended until December 31,
1995. If his employment is terminated without cause (which will be
deemed to have occurred if he is relocated), he is entitled to
receive his salary from the date of such termination through
December 31, 1995. In the event of permanent disability or death,
he or his estate will be entitled to his salary through the end of
the month of his permanent disability or death and for one year
thereafter.
As of December 31, 1994, Mr. Taylor was indebted to the Company in
the amount of $38,611 as a result of overpayments of his annual
bonus in 1992 and 1993 pursuant to his employment contract. This
amount is expected to be repaid by December 31, 1995 and is not
included in the compensation table.
Employee Benefit Agreements
Beginning in 1989, the Company entered into employee benefit
agreements with John H. Sottile and Patrick S. Freeman in addition
to certain other employees of the Company and its subsidiaries.
Under the terms of the agreements, the Company buys life insurance
policies that build cash surrender value while also providing life
insurance benefits for the employee. The Company is entitled to a
refund of all previously paid premiums or the cash surrender value
of the policy, whichever is lower, if the agreement is terminated
prior to the employee attaining the age of 65. After an employee
reaches age 65, the Company is entitled to a refund of all
previously paid premiums in ten annual installments. In the event
of death, the Company will immediately be entitled to a refund of
all previously paid premiums. The Company may terminate the
agreements at any time by giving written notice to the employee. At
December 31, 1994, none of the herein described policies had any
cash surrender value in excess of the previously paid premiums.
OTHER MATTERS
Management does not intend to present any other business at the
meeting nor is it aware that any stockholder intends to do so. If,
however, any matters are properly brought before the meeting,
persons named in the accompanying proxy will vote thereon in
accordance with their best judgment.
1996 STOCKHOLDER PROPOSALS
Stockholder proposals to be presented at the 1996 Annual Meeting
must be received by the Company no later than December 21, 1995 to
be considered for inclusion in the Proxy Statement and Proxy for
such meeting.
By Order of the Board of Directors
Mary H. Leitner
Secretary
Dated: April 20, 1995
* * *
The Annual Report to Stockholders for the year ended December 31,
1994, which includes financial statements, is being mailed
concurrently to stockholders. The Annual Report does not form any
part of the material for the solicitation of proxies.
A copy of the Company's Annual Report on Form 10-K for its fiscal
year ended December 31, 1994 filed with the Securities and Exchange
Commission is available without charge to those stockholders who
wish more detailed information concerning the Company. If you wish
a copy of the Form 10-K, please write to: Mary H. Leitner, Secretary
of the Company, Suite 500, 100 Rialto Place, Melbourne, Florida
32901.
THE GOLDFIELD CORPORATION
PROXY
Annual Meeting of Stockholders to be Held on May 23, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John H. Sottile, Mary H. Leitner and
John M. Starling, and each of them, jointly and severally, proxies,
with full power of substitution, to vote with the same force and
effect as the undersigned at the Annual Meeting of the Stockholders
of The Goldfield Corporation to be held at the Melbourne Hilton at
Rialto Place, 200 Rialto Place, Venezia Room, Melbourne, Florida
32901 on May 23, 1995 at 9:00 a.m., and any adjournment thereof,
upon the matters set forth on the reverse hereof and upon such other
matters as may properly come before the meeting, all in accordance
with notice and accompanying proxy statement for said meeting,
receipt of which is acknowledged.
This proxy will be voted as directed. If no direction is indicated,
the proxy will be voted FOR the election of Directors; FOR proposal
2; AGAINST proposal 3 and to grant authority to vote on such other
matters as may come before the meeting.
The Goldfield Corporation
P.O. Box 11168
New York, NY 10203-0168
The Board of Directors recommends a vote "FOR" proposals 1, 2 and 4.
1. Election of Directors
/ / FOR all nominees listed below
/ / WITHHOLD AUTHORITY to vote for all nominees listed below
/ / *EXCEPTIONS
Nominees: John P. Fazzini, Danforth E. Leitner, Mary H. Leitner, James
Sottile, John H. Sottile, John M. Starling.
(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
mark the "Exceptions" box and write that nominee's name in the space
provided below.)
*Exceptions / /
2. Proposal to approve the appointment of KPMG Peat Marwick LLP as
independent public accountants of the Company for the fiscal year
ending December 31, 1995.
/ / FOR
/ / AGAINST
/ / ABSTAIN
The Board of Directors recommends a vote "AGAINST" stockholder proposal 3.
3. To act upon a stockholder proposal with respect to officers
compensation.
/ / FOR
/ / AGAINST
/ / ABSTAIN
4. Such other matters as may come before the meeting.
/ / AUTHORITY GRANTED
/ / WITHHELD
The undersigned revokes all other proxies relating to the shares covered
hereby.
/ / Address change and/or comments
Please sign exactly as name appears on this proxy. If stock is in the
name of two or more persons, each should sign. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee,
guardian, or other fiduciary capacity, please give full title as such. If
a corporation, please sign in full corporate name by President or other
authorized officers. If a partnership, please sign in partnership name by
authorized person.
Dated: / /, 1995
/ / (L.S.)
/ / (L.S.)
Signature of Stockholder
Votes MUST be indicated (x) in Black or Blue ink.
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.