400 West Ontario Street, Suite 1003, Chicago, Il., 60610
Telephone: (952) 994-7651 or Fax: (651) 454-5143
October 25, 2007
ROBERT C. HARVEY
CHAIRMAN OF THE BOARD
AND
CHIEF EXECUTIVE OFFICER
Dear Shareholder:
You are cordially invited to join us for our Annual Meeting of
Shareholders to be held on Friday, December 14, 2007, at 11:00
a.m., local time, at the law firm of Faegre & Benson LLP, 2200
Wells Fargo Center, 90 South Seventh Street, Minneapolis,
Minnesota.
The following notice of meeting identifies each business item for
your action. These items and the vote the Board of Directors
recommends are:
ITEM RECOMMENDED VOTE
1. Election of five directors FOR
2. Ratification of WIPFLI LLP FOR
We have also included a proxy statement that contains more
information about these items and the meeting.
Your vote is important. Whether you own a few or many shares of
stock, it is important that your shares be represented. If you
cannot personally attend, we encourage you to make certain that
you are represented at the meeting by voting and signing the
accompanying proxy card and promptly returning it in the enclosed
envelope.
/s/ Robert C. Harvey
Robert C. Harvey
Chairman of the Board and Chief Executive Officer
OAKRIDGE HOLDINGS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 15, 2006
TO THE SHAREHOLDERS OF COMMON STOCK
OF OAKRIDGE HOLDINGS, INC.
NOTICE IS HEREBY GIVEN, that the Annual Meeting of
Shareholders of Oakridge Holdings, Inc. (the "Company"), will be
held on Friday, December 14, 2007, at 11:00 a.m., local time, at
the law firm of Faegre & Benson LLP, 2200 Wells Fargo Center, 90
South Seventh Street, Minneapolis, Minnesota. The purposes of
the meeting are:
1. To elect five persons to serve as directors of the
Company until the next Annual Meeting of the
Shareholders or until their respective successors shall
be elected and qualified.
2. To ratify the appointment of WIPFLI LLP as the
independent auditors of the Company for the fiscal year
ending June 30, 2008, and
3. To transact such other business as may properly come
before the meeting and at any adjournments or
postponements of the meeting.
The Board of Directors set October 17, 2007, as the record date
for the meeting. This means that shareholders of Company's
common stock, par value $.10 per share, at the close on that date
are entitled to (1) receive notice of the meeting and (2) vote at
the meeting and any adjournments or postponements of the meeting.
We will make available a list of shareholders of the Company
entitled to vote at the meeting for inspection during normal
business hours from October 15, 2007 through December 14, 2007,
at the offices of Stinar HG, Inc., 3255 Sibley Memorial Highway,
Eagan, Minnesota. This list will also be available at the
meeting.
By Order of the Board of Directors
/s/ Robert B. Gregor
Robert B. Gregor
Secretary
Chicago, Illinois
October 14, 2007
TO ENSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE URGED TO
MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY
AS POSSIBLE IN THE POSTAGE-PAID ENVELOPE ENCLOSED FOR THE
PURPOSE. IF A SHAREHOLDER DECIDES TO ATTEND THE MEETING, HE OR
SHE MAY REVOKE THE PROXY AND VOTE THE SHARES IN PERSON.
OAKRIDGE HOLDINGS, INC.
400 W Ontario St
Suite 1003
Chicago, IL 60610
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 14, 2007
The Board of Directors of Oakridge Holdings, Inc. (the
"Company") furnishes you with this Proxy Statement to solicit
proxies on its behalf to be voted at the 2007 Annual Meeting of
Shareholders of the Company. The meeting will be held on Friday,
December 14, 2007 at 11:00 a.m., local time, or at any
adjournments or postponements of the Annual Meeting. The Annual
Meeting will be held at the law firm of Faegre & Benson LLP, 2200
Wells Fargo Center, 90 South Seventh Street, Minneapolis, MN. The
proxies also may be voted at any adjournments or postponements of
the meeting.
A shareholder can revoke a proxy by any one of the following
three actions: giving written notice to the Secretary of the
Company, delivering a later dated proxy or voting in person at
the meeting. The mailing address is 4810 120th Street West,
Apple Valley, Minnesota, 55124. The date this Proxy Statement is
first being mailed or given to shareholders is on or about
October 25, 2007.
The Company will pay the cost of soliciting proxies in the
accompanying form. In addition to solicitation by the use of
mails, certain directors, officers and employees of the Company
may solicit proxies by telephone, telegram, electronic mail or
personal contact, and have requested brokerage firms and
custodians, nominees and other record holders to forward
soliciting materials to the beneficial owners of stock of the
Company. All properly executed written proxies delivered
pursuant to this solicitation (and not revoked later) will be
voted at the meeting in accordance with the directions given in
this proxy. Below is a list of the different votes shareholders
may cast at the meeting pursuant to this solicitation.
In voting on the election of five directors to serve
until the 2008 Annual Meeting of Shareholders, shareholders
may vote in one of three ways:
(1) in favor of all nominees,
(2) withhold votes as to all nominees, or
(3) withhold votes as to specific nominees.
In voting on the ratification of the appointment of WIPFLI
LLP as independent auditors, shareholders may vote in one of
the three following ways:
(1) in favor of the proposal,
(2) against the proposal, or
(3) abstain from voting on the proposal.
Shareholders should specify their choice on each matter on the
enclosed proxy. If no instructions are given, proxies which are
signed and returned will be voted FOR the election of all
nominees and FOR the proposal to ratify the appointment of WIPFLI
LLP.
The election of directors will require approval by a
plurality of the voting power of the shares of the Company's
common stock, par value $.10 per share (the "Common Stock"),
voting in person or by proxy at the meeting. All other proposals
will require approval by a majority of the votes cast by the
holders of the shares of Common Stock voting in person or by
proxy at the meeting. For the election of directors, withheld
votes do not affect whether a nominee has received sufficient
votes to be elected. For purposes of determining whether the
shareholders have approved matters other than the election of
directors, abstentions are treated as shares present or
represented and voting and have the same effect as negative
votes. Broker non-votes are counted toward a quorum, but are not
counted for any purpose in determining whether a matter has been
approved.
Only holders of Common Stock of record at the close of
business on October 17, 2007, are entitled to vote at the meeting
or adjournments or postponements of the meeting. Each owner of
record on the record date is entitled to one vote for each share
of Common Stock held. On the record date, 1,431,503 shares of
the Common Stock were issued and outstanding. The presence at
the Annual Meeting, in person or by proxy, of the holders of 20%
of the outstanding shares of Common Stock entitled to vote at the
meeting is required for a quorum for the transaction of business.
Holders of shares of Common Stock are not entitled to cumulate
voting rights.
THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
APPROVAL OF THE PROPOSALS SET FORTH IN THE NOTICE OF MEETING AND
FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR LISTED IN THIS
PROXY STATEMENT.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Board of Directors:
The By-laws of the Company provide that the Board of
Directors (the "Board") will determine the number of directors.
The Board has set its size at five. The Board has nominated the
five individuals below to stand for election as directors of the
Company at the Annual Meeting.
Should any of these nominees become unable to serve for any
reason, or for good cause will not serve, which is not
anticipated, the Board of Directors may designate substitute
nominees. If that occurs, the persons named in the enclosed
proxy will vote proxies that would otherwise be voted for all
named nominees for the election of the substitute nominee or
nominees.
All nominees, except for Mr. Harvey and Mr. Gregor are
"independent" as that term is defined in Rule 4200(a) of the
National Association of Securities Dealers' Marketplace Rules,
which is the standard for independence the Company has chosen for
purposes of the disclosure required in this proxy statement by
SEC rules (even though the Company's Common Stock is not listed
on the Nasdaq Stock Market)
Recommendation of the Board of Directors Concerning the Election
of Directors
The Board of Directors of the Company recommends a vote For
Robert Harvey, Robert Gregor, Hugh McDaniel, Pamela Whitney and
Robert Lindman to hold office until the 2008 Annual Meeting of
Shareholders. Proxies received by the Board of Directors will be
voted FOR all of the nominees unless shareholders specify a
contrary choice in their proxy.
Information about Nominees
The following information has been furnished to the Company,
as of October 25, 2007, by the persons who have been nominated by
the Board to serve as directors for the ensuing year.
NOMINEES FOR AGE PRINCIPAL OCCUPATION DIRECTOR
ELECTION SINCE
Robert C. Harvey 56 Chairman of the Board, 1992
Chief Executive Officer
and Chief Financial
Officer of the Company and
its wholly owned
subsidiaries
Robert B. Gregor 56 V.P. of Sales and 1993
Marketing of the Company's
wholly owned subsidiary
Hugh McDaniel 68 Real Estate Broker 1992
Pamela Whitney 55 Auditor for Wells Fargo 2003
Audit & Security
Robert Lindman 64 Retired, former owner of 2003
Golden Triangle Forms Co.
Other Information about Nominees
Except as indicated below, there has been no change in the
principal occupation or employment of the nominees during the
past five years.
Mr. Harvey has been the Chairman of the Board, Chief Executive
Officer and Chief Financial Officer of the Company and Stinar HG,
Inc. since November 1992, and a director and President of
Oakridge Cemeteries since November 1992.
Mr. Gregor has been V.P. of Marketing and Sales and
Secretary for Stinar HG, Inc. since January 1, 1999, and prior to
joining Stinar HG, Inc. he was Senior Account Executive at E.F.
Johnson Company since 1993.
Mr. McDaniel is retired Commander of the United States Naval
Reserves and has been a residential real estate broker since
1973.
Ms. Pamela Whitney is presently an auditor for Wells Fargo
Audit and Security since November 11, 2005, and prior to joining
Well Fargo Audit and Security she was employed at the CPA firm of
Epstein Weber & Conover, PLC and before that was an Inventory
Exchange Supervisor at Phillips 66 from 2000 to 2005, and was at
the CPA firm of Kilpatrick, Luster & Co., PLLC.
Mr. Robert Lindman is presently retired. Prior to retiring
in 2000, Mr. Lindman was the sole owner of Golden Triangle Forms
Co. for 30 years.
INFORMATION ABOUT THE BOARD AND ITS COMMITTEES
The business and affairs of the Company are managed by the
Board, which met one time in person and two times by telephone
during the fiscal year ended June 30, 2007. All of the directors
attended all meetings of the Board and of the committees on which
they served during the year. The Board of Directors has
established three committees: the Compensation Committee, the
Corporate Governance Committee and the Audit Committee, each of
which is briefly described below. The Board of Directors has no
other committees.
Compensation Committee
The Compensation Committee reviews and approves the
Company's compensation philosophy and programs covering executive
officers and key management employees. The Committee also
determines compensation of officers and senior employees of the
Company (other than the Chief Executive Officer) and makes
recommendations to the Board of Directors concerning the
compensation of the Chief Executive Officer of the Company. The
Compensation Committee also determines any grants of stock or
stock options. The Compensation Committee met once during fiscal
year 2007. The Company's Compensation Committee currently
consists of Robert Lindman, Hugh McDaniel and Pamela Whitney.
Corporate Governance Committee
The Corporate Governance Committee addresses all matters of
corporate governance, evaluates qualifications and candidates for
positions on the Board, evaluates the performance of the Chief
Executive Officer and the Board, and reviews succession plans and
senior management performance. The Corporate Governance
Committee met once in fiscal year 2007. The Company's Corporate
Governance Committee currently consists of Robert Lindman, Hugh
McDaniel and Pamela Whitney. The Corporate Governance Committee
does not have a charter. The Corporate Governance Committee does
not have a policy with regard to the consideration of director
candidates recommended by shareholders because the size and
profile of the Company make it preferable for identification and
evaluation of potential candidates to occur on a case-by-case
basis.
Audit Committee
The Audit Committee meets with management to review the
scope and results of audits performed by the Company's
independent accountants. The Audit Committee also meets with the
independent auditors and with appropriate Company financial
personnel about internal controls and financial reporting. The
Audit Committee is the agent of the Board of Directors in
assuring the adequacy of the Company's financial, accounting and
reporting control processes. The Audit Committee is also
responsible for recommending to the Board of Directors the
appointment of the Company's independent accountants. The Audit
Committee met four times in fiscal year 2007. The Audit
Committee currently consists of, Hugh McDaniel, Robert Lindman
and Pamela Whitney. The Company's Board of Directors will follow
the advice of the Audit Committee on transactions that could have
the potential appearance of not being at arm's length. The Audit
Committee has determined that Pamela Whitney is an "audit
committee financial expert" and is "independent" as defined by
SEC rules.
Securityholder Communications
The Board of Directors provides a process for shareholders
to send communications to the Board or any of the directors.
Shareholders may send written communications to the Board of
Directors or specified individual directors by addressing their
communication to Chief Executive Officer, Oakridge Holdings,
Inc., 400 W. Ontario St., #1003, Chicago, IL, 60610, by U.S.
mail. The communications will be collected by the Chief
Executive Officer and delivered, in the form received, to the
Board or, if so addressed, to a specified director.
The Company does not have a formal policy regarding
attendance by members of the Board of Directors at the Company's
annual meetings of shareholders. The Company has always
encouraged its directors to attend its annual meeting of
shareholders. In 2006, all of the Company's directors attended
the Company's annual meeting of shareholders.
DIRECTION COMPENSATION
Each non-employee director of the Company is paid a $2,000
annual retainer fee, and all out-of-pocket expenses incurred on
behalf of the Company are reimbursed.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In the ordinary course of business, we may from time to time
engage in transactions with other corporations whose officers,
directors or employees are also directors or officers, or family
members of directors or officers, of the Company. We may also
engage in transactions with individuals who are, or are family
members of, directors or officers of the Company. The Company
has an unwritten policy under which the Audit Committee reviews
these transactions to examine whether the transactions are
conducted on an arm's length basis. The Audit Committee makes a
recommendation to the Board whether to approve the proposed
transaction, which the Board has historically always followed.
In all cases, these related-party transactions have been
conducted on an arm's length basis, and none of the transactions
require more specific disclosure under applicable SEC rules and
regulations, except as described below.
During fiscal years 2007 and 2006, amounts paid for non-
audit compliance services to entities related to the Chief
Executive Officer were $ 9,758 and $15,757, respectively. The
Company also has a month-to-month operating lease for office
space from the Chief Executive Officer and total rent expense was
$24,600 under this lease in fiscal year 2007.
PRINCIPAL SHAREHOLDERS AND BENEFICIAL OWNERSHIP OF MANAGEMENT
The following table sets forth information regarding
beneficial ownership of Common Stock on October 25, 2007 by each
person who is a beneficial owner of more than 5% of the Common
Stock issued and outstanding, by each Named Executive Officer
named in the Summary Compensation Table, by each director and
nominee and all officers and directors as a group. The address
for all executive officers and directors of the Company is the
Company's business address.
NAME NUMBER OF PERCENT
SHARES OF CLASS
BENEFICIALLY
OWNED(1)
Robert C. Harvey* 28.0%
433,879(2)
Robert B. Gregor* 13.0%
197,689(3)
Hugh McDaniel* 5,100 0.3%
Pamela Whitney* -- --
Robert Lindman* -- --
Jerry Kenline(4) 9.0%
140,000
All directors and executive 636,668(2,3) 41.3%
officers
as a group (5 persons)
* Indicates directors and executive officers.
(1)Unless otherwise noted, all shares shown are held by persons
possessing sole voting and investment power with respect to
such shares. Shares not outstanding but deemed beneficially
owned by virtue of the right of a person or member or a group
to acquire them within 60 days are treated as outstanding only
when determining the amount and percent owned by such person
or group.
(2)Includes 72,557 shares held by Mr. Harvey's wife and children
in which Mr. Harvey may be deemed to share voting and
investment power, but as to which he disclaims beneficial
ownership. Includes 110,000 shares that could be acquired
upon conversion of a convertible subordinated debenture.
(3)Includes 8,125 shares held by Mr. Gregor's wife and children
in which Mr. Gregor may be deemed to share voting and
investment power, but as to which he disclaims beneficial
ownership. Also, 112,564 are held jointly by Mr. Gregor and
his wife. Includes 35,000 shares that could be acquired upon
exercise of an option and the conversion of the convertible
subordinated debenture.
(4) Jerry Kenline maintains an address at 5535 Waterford Circle,
Shorewood, MN 55331.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information regarding
compensation for the fiscal year ended June 30, 2007, provided to
our Chief Executive Officer and Chief Financial Officer and our
only other executive officer who earned remuneration exceeding
$100,000 during fiscal year 2007 (the "Named Executive
Officers").
Non-Equity
Incentive
Plan All Other
Name and Salary Compensation Compensation Total
Principal Position Year ($) ($) ($) ($)
Robert C. Harvey 2007 $221,292 $221,292
Chairman of the
Board, Chief
Executive Officer
and Chief Financial
Officer
Robert B. Gregor 2007 $164,553 $630 $165,183
Secretary and Vice
President of
Marketing and Sales
The Company has not entered into employment agreements with
any of the Named Executive Officers. The amounts listed in the
table above under "All Other Compensation" represent live
insurance premium payments made by the Company for Mr. Gregor.
The Company did not make any grants of restricted stock, stock
options, or other equity-based compensation to the Named
Executive Officers during fiscal year 2007.
OUTSTANDING EQUITY AWARD AT FISCAL YEAR-END
The purpose of the following table is to provide information
concerning unexercised options and equity incentive plan
awards outstanding as of the end of fiscal year 2007 for each
Named Executive Officer.
Option Awards
Number of Number of
Securities Securities
Name Underlying Underlying Option Option
Unexercised Unexercised Exercise Expiration
Options (#) Options (#) Price ($) Date
Exercisable Unexercisable
Robert C. - - - -
Harvey
Robert B. 10,000 - $1.63 01/01/2009
Gregor
The following table sets forth information with respect to the
Company's Common Stock that may be issued under its 1999 Stock
Incentive Plan (the "1999 Plan") as of June 30, 2007. The 1999
Plan is the only equity compensation plan of the Company in
existence as of June 30, 2007 and was approved by the Company's
shareholders on February 22, 1999.
EQUITY COMPENSATION PLAN INFORMATION
Number of
securities
Number of remaining
securities to be Weighted- available for
issued upon average future issuance
exercise of exercise price under equity
outstanding of outstanding compensation plans
Plan Category options, options, (excluding
warrants and warrants and securities
rights rights reflected in
column 1)
Equity
compensation
plans approved 10,000 $1.63 165,000
by shareholders
Equity
compensation
plans not - - -
approved by
shareholders
Total 10,000 $1.63 165,000
PROPOSAL NO. 2 -- RELATIONSHIP WITH AND APPOINTMENT OF
INDEPENDENT AUDITORS
The Audit Committee has selected WIPFLI LLP, independent
auditors, to audit the financial statements of the Company for
the year ending June 30, 2008 and recommends that the
shareholders vote for confirmation of such selection.
Confirmation will require the affirmative vote by holders of a
majority of shares present in person or represented by proxy, and
entitled to vote on the matter.
Representatives of WIPFLI LLP are expected to be present at
the Annual Meeting with opportunity to make a statement if they
desire to do so, and are expected to be available to respond to
appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR
THE RATIFICATION OF THE APPOINTMENT OF WIPFLI LLP AS THE
COMPANY'S AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 2008.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the Company's directors and executive officers
and all persons who beneficially own more than 10% of the
outstanding shares of the Company's Common Stock to file with the
SEC initial reports of ownership and reports of changes in
ownership of the Company's Common Stock. Executive officers,
directors and greater than 10% beneficial owners are also
required to furnish the Company with copies of all Section 16(a)
forms they file.
To the Company's knowledge based solely on our review of the
forms furnished to us and written representations from certain
reporting persons, we believe that all Section 16(a) filing
requirements applicable to our executive officers, directors and
persons who own more than 10% of our common stock were complied
with in fiscal year 2007.
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors consists of
three members, Hugh McDaniel, Robert Lindman and Pamela Whitney,
both of whom are independent as that term is defined in Rule
4200(a) of the National Association of Securities Dealers'
Marketplace Rules.
The Audit Committee oversees and monitors the integrity of
the Company's financial reporting process, its compliance with
legal and regulatory requirements and the quality of its internal
and external audit processes. The Board of Directors has adopted
a written charter of the Audit Committee, which is attached as
Appendix A to this proxy statement.
Management has primary responsibility for the Company's
financial statements and the overall reporting process, including
its system of internal controls. WIPFLI LLP, the Company's
independent auditors, audits the annual consolidated financial
statements prepared by management and expresses an opinion on
whether those statements fairly present in all material respects
our financial position, results of operations and cash flow under
generally accepted accounting principles. WIPFLI LLP reports
directly to the Audit Committee.
In fulfilling its responsibilities for the review of the
audited consolidated financial statements for the year ended June
30, 2007, the Audit Committee:
- -Reviewed and discussed the audited consolidated financial
statements for the year ended June 30, 2007 with management and
WIPFLI LLP.
- -Discussed with WIPFLI LLP the matters required to be discussed
in Statement of Auditing Standards No. 61 regarding communication
with audit committees.
- -Received written disclosure and the letter from WIPFLI LLP
required by Independence Standards Board No. 1 and have discussed
with the auditors the auditor's independence.
Based upon this review, the Audit Committee recommended to the
full Board of Directors that the audited consolidated financial
statements be included in the Company's Annual Report on Form 10-
KSB for the year ended June 30, 2007 filed with the Securities
and Exchange Commission.
THE AUDIT COMMITTEE
ROBERT LINDMAN
PAMELA WHITNEY
HUGH MCDANIEL
AUDIT FEES
Aggregate fees for professional services rendered for the
Company by WIPFLI LLP, for the years ended June 30, 2007, and
2006, were:
Fiscal Fiscal
2007 2006
Audit Fees $73,155 $76,466
Audit-Related Fees - -
Tax Fees - -
All Other Fees - -
--------- ---------
Total $73,155 $76,466
The Audit Fees for the years ended June 30, 2007, and 2006, were
the amounts billed for professional services in connection with
the audits of the consolidated financial statements of the
Company and Securities and Exchange quarterly (10-QSB) and yearly
filings (10-KSB).
The de minimis exception was not used for any fees paid to
by WIPFLI LLP.
The Audit Committee has considered whether the provision of
the above services other than audit services is compatible with
maintaining by the independence of WIPFLI LLP.
PREAPPROVAL POLICIES AND PROCEDURES
Rules adopted by the Securities and Exchange Commission in
order to implement requirements of the Sarbanes-Oxley Act of 2002
require public company audit committees to pre-approve audit and
non-audit services. All auditing services and non-audit services
provided by WIPFLI LLP must be preapproved by the Audit
Committee. The non-audit services specified in Section 10A(g) of
the Securities Exchange Act of 1934 may not be provided by WIPFLI
LLP.
In addition, the Audit Committee has adopted policies and
procedures pursuant to which audit, audit-related and tax
services, and all permissible non-audit services, are pre-
approved by category of service. The policies require the Audit
Committee to be informed of each service, and the policies do not
include any delegation of the Audit Committee's responsibilities
to management.
SHAREHOLDER PROPOSALS FOR 2008 ANNUAL MEETING
The proxy rules of the Securities and Exchange Commission permit
shareholders, after timely notice to issuers, to present
proposals for shareholder action in issuer proxy statements where
such proposals are consistent with applicable law, pertain to
matters appropriate for shareholder action and are not properly
omitted by issuer action in accordance with the proxy rules. The
Company's annual meeting for the fiscal year ending June 30,
2008, is expected to be held on or about December 12, 2008, and
proxy materials in connection with that meeting are expected to
be mailed on or about October 24, 2008. Except as indicated
below, shareholder proposals prepared in accordance with the
proxy rules must be received by the Company by, 2008 for
inclusion in the proxy statement for the Company's 2008 annual
meeting. Any other shareholder proposal must be received by the
Company at its principal executive office no later than September
18, 2008 in order to be presented at the 2008 annual meeting of
shareholders.
OTHER MATTERS
The management of the Company knows of no matter other than the
foregoing to be brought before the Annual Meeting. However, if
any other matters should properly come before the Annual Meeting,
the persons named in the enclosed proxy card will have a
discretionary authority to vote on the proposal.
MISCELLANEOUS
THE ANNUAL REPORT OF THE COMPANY FOR THE YEAR ENDED JUNE 30,
2007 IS ENCLOSED HEREWITH. SHAREHOLDERS MAY RECEIVE WITHOUT
CHARGE A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB,
INCLUDING FINANCIAL STATEMENTS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, BY WRITING TO: CORPORATE SECRETARY, OAKRIDGE
HOLDINGS, INC., 400 WEST ONTARIO STREET, SUITE 1003, CHICAGO,
ILLIONOIS, 60610.
By Order of the Board of Directors
/s/ Robert Gregor
Robert Gregor
Secretary
October 25, 2007
APPENDIX A
OAKRIDGE HOLDINGS, INC.
AUDIT COMMITTEE CHARTER
PURPOSE
The Committee will provide assistance to the Board in fulfilling
its oversight responsibility to the shareholders and others
relating to the integrity of the Company's financial statements
and the financial reporting process, the systems of internal
accounting and financial controls, the annual independent audit
of the Company's financial statements, the Company's compliance
with legal and regulatory requirements, and its ethics programs
as established by management and the Board, including the
Company's Code of Business Conduct. The Committee shall also
oversee the independent auditors' qualifications and
independence. The Committee will evaluate the performance of the
Company's internal controls and independent auditors, including a
review and evaluation of the engagement partner. In so doing, it
is the responsibility of the Committee to maintain free and open
communication between the Committee, independent auditors, the
internal auditors and management of the Company.
COMMITTEE MEMBERSHIP
The Committee shall be appointed by the Board and shall comprise
at least three directors. Each Committee member shall meet the
requirements of the Stock Exchange listing standards, and federal
laws and regulations, with respect to audit committees, as they
may become applicable from time to time, as well as the
requirements of the Company's Corporate Governance guidelines.
No member may serve on the audit committees of more than two
public companies. Committee members may receive no compensation
from the Company other than director's fees. All Committee
members will be financially literate, and at least one member of
the Committee will have accounting or related financial
management expertise as determined by the Board. The Board will
designate a Chairman for the Committee.
COMMITTEE AUTHORITY AND RESPONSIBILITIES
The primary responsibility of the Committee is to oversee the
Company's financial controls and reporting processes on behalf of
the Board and report the results of its activities to the Board.
Management is responsible for preparing the Company's financial
statements, and the independent auditors are responsible for
auditing those financial statements. The committee in carrying
out its responsibilities believes its policies and procedures
should remain flexible, in order to best react to changing
conditions and circumstances. The Committee should take the
appropriate actions to set the overall corporate "tone" for
quality financial reporting, sound business risk practices, and
ethical behavior.
The following shall be the principal recurring processes of the
Committee in carrying out its oversight responsibilities. The
Committee may perform such other duties and responsibilities as
are consistent with its purpose and as the Board or the Committee
deems appropriate.
1. Independent auditors. The Committee shall have a clear
understanding with management and the independent auditors that
the independent auditors are ultimately accountable to the Board
and the Committee, as representatives of the Company's
shareholders. The Committee shall have the sole authority and
responsibility to hire, evaluate and, where appropriate, replace
the independent auditors and, in its capacity as a committee of
the Board, shall be directly responsible for the appointment,
compensation and oversight of the work of the independent
auditors. The Committee shall discuss the auditors' independence
from management and the Company, including whether the auditors'
performance of permissible non-audit services is compatible with
their independence. This process will include, at least
annually, the Committee's review of the independent auditors'
internal control procedures, any material issues raised by the
most recent internal quality-control review, or peer review, of
the independent auditors, 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 independent auditors, and any steps taken to deal with any
such issues; and (to assess the auditors' independence) all
relationships between the independent auditors and the Company.
Annually, the Committee will review the qualifications and
performance of the Company's current independent auditors and
select the Company's independent auditors for the next year,
subject to shareholder ratification.
2. Audit services. The Committee shall discuss with the
independent auditors the overall scope and plans for their
respective audits including their respective responsibilities.
The Committee shall approve in advance all audit engagement fees
and the terms of all audit services to be provided by the
independent auditors.
3. Permissible non-audit services. The Committee shall
establish policies and procedures for the engagement of the
independent auditors to provide permissible non-audit services,
which shall include pre-approval of permissible non-audit
services to be provided by the independent auditors. The
Committee shall approve in advance all permissible non-audit
services to be provided by the independent auditors.
4. Review of interim financial statements; earnings releases.
The Committee Chairman shall review the interim financial
statements, and the Company's disclosures under Management's
Discussion and Analysis of Financial Condition and Results of
Operations, with management and the independent auditors prior to
the filing of the Company's Quarterly Report on Form 10-QSB. The
Committee will discuss the Company's policies and procedures with
respect to earnings releases, financial information and earnings
guidance provided to analysts and rating agencies. The Committee
will discuss the results of the quarterly review and any other
matters required to be communicated to the Committee by the
independent auditors under generally accepted auditing standards.
The Chairman of the Committee may represent the entire Committee
for the purposes of this review.
5. Review of annual audited financial statements. The Committee
Chairman shall review with management and the independent
auditors the financial statements to be included in the Company's
Annual Report on Form 10-KSB, including (a) their judgment about
the quality, not just acceptability, of the Company's accounting
principles, including significant financial reporting issues and
judgments made in connection with the preparation of the
financial statements; (b) the clarity of the disclosures in the
financial statements; and (c) the Company's disclosures under
Management's Discussion and Analysis of Financial Condition and
Results of Operations, including critical accounting policies.
The Chairman of the Committee will also review with management
and the independent auditors (a) major issues regarding
accounting principles and financial statement presentations,
including significant changes in the selection or application of
accounting principles; (b) major issues regarding the adequacy of
internal controls and steps taken in light of material
deficiencies; and (c) the effects of alternative accounting
methods and regulatory and accounting initiatives on the
financial statements. The Chairman of the Committee will discuss
the results of the annual audit and any difficulties the
independent auditors encountered in the course of their audit
work, including any restrictions on the scope of the auditors'
activities or on access to requested information, and any
significant disagreements with management. The Chairman of the
Committee will also discuss any other matters required to be
communicated to the Committee by the independent auditors under
generally accepted auditing standards, and the annual report on
internal controls by the Chief Executive Officer and Chief
Financial Officer, as received by the independent auditors.
Based on these reviews, the Committee will make a recommendation
to the board as to whether the audited financial statements
should be included in the Company's Annual Report on Form 10-KSB.
6. Internal controls; disclosure controls and procedures. The
Committee will review and discuss with management, and the
independent auditors the Company's internal controls. The
Committee will review and discuss the Company's disclosure
controls and procedures, and the quarterly assessments of such
controls and procedures by the Chief Executive Officer and Chief
financial Officer.
7. Complaint procedures. The Committee will establish
procedures for handling complaints regarding accounting, internal
accounting controls, and auditing matters, including procedures
for confidential, anonymous submission of concerns by employees
regarding accounting and auditing matters.
8. Compliance programs. The Committee will review and discuss
with management, the independent auditors the adequacy and
effectiveness of the Company's Code of Business Conduct.
9. Report for inclusion in proxy statement. The Committee shall
prepare the report that SEC rules require to be included in the
Company's annual proxy statement.
10. Hiring of auditor personnel. The Committee shall set clear
hiring policies with regard to employees and former employees of
the independent auditors.
11. Charter. The Committee shall periodically review and
reassess the adequacy of this Charter and recommend any proposed
changes to the Board for approval.
12. Annual performance evaluation. The Committee shall annually
review its own performance.
13. Investigative authority. In discharging its oversight role,
the Committee is empowered to investigate any matter brought to
its attention with full access to all books, records, facilities
and personnel of the Company.
OUTSIDE ADVISORS
The Committee with the authority of the chairman of the board
shall have the authority to retain such outside counsel,
accountants, experts and other advisors as it deems appropriate
to assist the Committee in the performance of its functions.
MEETINGS
The Committee will meet as often as may be deemed necessary or
appropriate in its judgment, at least semi-annually each year,
and at such times and places as the Committee shall determine.
The majority of the members of the Committee shall constitute a
quorum. The Committee will meet separately, at least semi-
annually, with the independent auditors, and management to
discuss any matters that they wish to bring to the Committee's
attention.
The Committee shall report to the Board with respect to its
meetings, including any issues that arise with respect to the
quality or integrity of the Company's financial statements, the
Company's compliance with legal or regulatory requirements, the
performance and independence of the Company's independent
auditors, or the performance of the internal audit function.