400 West Ontario Street, Suite 1003, Chicago, Il., 60654
Telephone: (312) 505-9267 or Fax: (651) 454-5143
October 27, 2009
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 11, 2009, at 9:00 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 Carver Moquist & O'Connor, LLC 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/ RC 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 11, 2009
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 11, 2009, at
9:00 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 Carver Moquist & O'Connor, LLC as the
independent auditors of the Company for the fiscal year ending June 30, 2010,
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 16, 2009, as the record date for the meeting.
This means that shareholders of the Company's common stock, par value $.10 per
share, at the close of business 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 17, 2009 through December 1, 2009, 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 27, 2009
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 60654
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD December 11, 2009
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
2009 Annual Meeting of Shareholders of the Company. The meeting will be held
on Friday, December 11, 2009 at 9:00 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 of the principal
executive office of the Company is 4810 120th Street West, Apple Valley,
Minnesota, 55124. You also may obtain directions to attend the Annual Meeting
in person and vote in person by writing to the Company's principal executive
office requesting such directions and indicating the manner in which the Company
should send directions to you. The date this Proxy Statement is first being
mailed or given to shareholders is on or about October 27, 2009.
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 2010
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 Carver Moquist &
O'Connor, LLC 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 Carver Moquist & O'Connor, LLC.
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 16,
2009, 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.
This proxy statement is available at www.proxyvote.com. You may e-mail
oakridgeholdingsinc@yahoo.com to request a copy of the proxy statement,
annual report and form of proxy relating to the Company's future
annual meetings of shareholders and for the 2009 Annual Meeting.
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 5605(a) of the Nasdaq Stock Market 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 2010 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 26, 2009, by the persons who have been nominated by the Board to serve
as directors for the ensuing year.
Nominees for Election Age Principal Occupation Director Since
- ------------------------------------------------------------------
Robert C. Harvey 58 Chairman of the Board, 1992
Chief Executive Officer
and Chief Financial Officer
of the Company and its
wholly owned subsidiaries
Robert B. Gregor 58 Secretary of the Company 1993
and V.P. of Sales and
Marketing of the Company's
wholly owned subsidiary
Hugh McDaniel 70 Real Estate Broker 1992
Pamela Whitney 57 Auditor for Wells Fargo 2003
Audit & Security
Robert Lindman 66 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 one time by telephone during the fiscal year ended June 30,
2009. All of the directors attended all meetings of the Board and of the
committees on which they served during the year, except Pam Whitney did not
attend one meeting of the Board. 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
does not have a charter. The Compensation Committee met once during fiscal
year 2009. The Company's Compensation Committee currently consists of Robert
Lindman, Hugh McDaniel and Pamela Whitney.
Corporate Governance Committee
The Corporate Governance Committee addresses 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 2009. 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 2009. The Audit Committee currently consists of Hugh McDaniel,
Robert Lindman and Pamela Whitney. The Company's Board of Directors
historically has followed the advice of the Audit Committee on transactions
that could have the potential appearance of not being at arm's length and
anticipates doing so in the future. 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, 60654, 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 fiscal year 2009, all of the Company's directors except Pam
Whitney attended the Company's annual meeting of shareholders.
Direction Compensation
The table below sets forth the compensation paid to each non-employee director
of the Company during fiscal year 2009. The Company's directors who are
employees do not receive separate compensation for serving as directors. Each
of the Company's directors is reimbursed for all out-of-pocket expenses
incurred on behalf of the Company in connection with serving on the Company's
board.
Name Fees earned or
paid in cash($) Total($)
Hugh McDaniel 2,000 2,000
Pamela Whitney 2,000 2,000
Robert Lindman 2,000 2,000
Certain Relationships and Related Transactions
In the ordinary course of business, the Company 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. The Company 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 2009 and 2008, amounts expensed for non-audit compliance
services to entities related to the Company's Chief Executive Officer, Robert
Harvey, were $25,493 and $17,742, 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 2009
and 2008.
On June 16, 2009, the Company entered into unwritten loan agreements with Mr.
Harvey and Robert Gregor, the Company's Secretary and Vice President of Sales
and Marketing. The aggregate principal amount of each loan, which is the
largest amount of principal outstanding since the date of the loan and the
principal amount outstanding as of October 26, 2009, is as follows: (1) for
Mr. Harvey, $100,000 and (2) for Mr. Gregor, $150,000. On July 21, 2009, Mr.
Harvey loaned the Company an additional $50,000, which is the largest amount
of principal outstanding since the date of the loan and the principal amount
outstanding as of October 26, 2009. No interest or principal was paid on any
loan described in this paragraph during fiscal year 2009. Each of the loans
described in this paragraph bears interest at the rate of 9% per annum, is
unsecured, and is payable on demand.
On May 10, 2008, the Company agreed to issue $505,000 aggregate principal
amount of 9.00% Convertible Subordinated Debentures to the following people for
cash contributed by those people to the Company: (1) Robert C. Harvey, the
Company's Chairman of the Board, Chief Executive Officer and Chief Financial
Officer and a director; (2) Robert B. Gregor, the Company's Secretary, the Vice
President of Sales and Marketing of one of the Company's wholly-owned
subsidiaries and a director; and (3) Robert Lindman, a director of the Company.
The aggregate principal amount of each debenture, which is the largest amount of
principal outstanding since July 1, 2007 and the principal amount outstanding as
of October 26, 2009, is as follows: (1) for Mr. Harvey, $335,000; (2) for Mr.
Gregor, $150,000; and for Mr. Lindman, $20,000. No interest or principal was
paid on the debentures during fiscal year 2009 and 2008. Each debenture
accrues interest at the rate of 9.00% per annum, payable on January 1 of each
year until the principal amount of the debenture has been paid in full or
converted into the Company's common stock.
The principal amount of the debentures is convertible into the Company's common
stock from the date of issuance until the principal amount is paid in full at a
rate of one share of common stock for each $0.90 principal amount, subject to
typical anti-dilution adjustments. The conversion price of the debentures is
equal to the fair market value of the Company's common stock as determined by
the Board of Directors on May 10, 2008.
The debentures mature on July 1, 2010, subject to acceleration in the event of
certain mergers or acquisitions involving the Company, a disposition of
substantially all of the Company's assets or upon the election of a debenture
holder after an event of default. The Company may not prepay the debentures
in whole or in part prior to maturity. The debentures are subordinate to all
of the Company's indebtedness for borrowed money and liabilities for the
deferred and unpaid purchase price of property existing on the date of the
debentures.
Principal Shareholders and Beneficial Ownership of Management
The following table sets forth information regarding beneficial ownership of
Common Stock on October 26, 2009 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.
Number of shares
Name beneficially owned(1) Percent of Class
- -----------------------------------------------------------------
Robert C. Harvey* 685,934(2) 38.0%
Robert B. Gregor* 323,831(3) 20.1%
Hugh McDaniel* - -
Pamela Whitney* - -
Robert Lindman* 22,722(4) 1.6%
Jerry Kenline (5) 140,000 9.7%
All directors and
executive officers
as a group (5 persons) 1,032,937(2,3,4) 59.7%
* 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 67,490 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. Also includes 246,222 shares held jointly by
Mr. Harvey and his wife and 372,222 shares that could be acquired upon
conversion of a convertible subordinated debenture.
(3) Includes 2,350 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 includes 89,259 shares held jointly by Mr.
Gregor and his wife and 232,222 shares that could be acquired upon exercise of
an option and conversion of a convertible subordinated debenture.
(4) Includes 22,222 shares that could be acquired upon conversion of a
convertible subordinated debenture.
(5) Jerry Kenline maintains an address at 5535 Waterford Circle, Shorewood, MN
55331.
Executive Compensation
The following table sets forth certain information regarding compensation for
the Company's two most recently completed fiscal years provided to the
Company's Chief Executive Officer and Chief Financial Officer and its only
other executive officer who earned remuneration exceeding $100,000 during
fiscal year 2009 (the "Named Executive Officers").
Name and All Other
Principal Position Year Salary($) Compensation($) Total($)
- ---------------------------------------------------------------------
Robert C. Harvey 2009 $227,538 - $227,538
Chairman of the Board, 2008 $221,202 - $221,202
Chief Executive Officer
and Chief Financial
Officer
Robert B. Gregor 2009 $115,000 $206 $115,206
Secretary and Vice 2008 $178,708 $431 $179,139
President of Marketing
and Sales of Stinar
Corporation
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 life 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 2009. The Company does not currently have any equity
compensation plans.
PROPOSAL NO. 2 -- RELATIONSHIP WITH AND APPOINTMENT OF INDEPENDENT AUDITORS
The Audit Committee has selected Carver Moquist & O'Connor, LLC, independent
auditors, to audit the financial statements of the Company for the year ending
June 30, 2010 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.
WIPFLI LLP audited the Company's financial statements for fiscal years 2008 and
2009. WIPFLI was dismissed by the Company on October 27, 2009. WIPFLI's report
on the Company's financial statements for the past two fiscal years did not
contain an adverse opinion or a disclaimer of opinion, and was not qualified or
modified as to uncertainty, audit scope or accounting principles. The decision
to dismiss WIPFLI was approved by the Audit Committee. During fiscal years 2008
and 2009 and subsequent to the end of fiscal year 2009 and prior to WIPFLI's
dismissal, there were no disagreements between the Company and WIPFLI on any
matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure.
On October 27, 2009, the Company engaged Carver Moquist & O'Connor, LLP to
serve as the Company's independent auditors for fiscal year 2010. During the
Company's two most recent fiscal years, and the period subsequent to the end of
fiscal year 2009 and through the date of engagement, neither the Company nor
anyone on its behalf consulted Carver Moquist & O'Connor, LLP regarding either
(1) the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's financial statements; or (2) any matter regarding the Company
that was either the subject of a disagreement or a reportable event.
Representatives of Carver Moquist & O'Connor, 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.
Representatives of WIPFLI LLP are not expected to be present at the Annual
Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE RATIFICATION
OF THE APPOINTMENT OF CARVER MOQUIST & O'CONNOR, LLC AS THE COMPANY'S AUDITORS
FOR THE FISCAL YEAR ENDING JUNE 30, 2010.
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 its review of the forms furnished to
the Company and written representations from certain reporting persons, the
Company believes that all Section 16(a) filing requirements applicable to its
executive officers, directors and persons who own more than 10% of the
Company's common stock were complied with in fiscal year 2009.
Audit Committee Report
The Audit Committee of the Board of Directors consists of three members, Hugh
McDaniel, Robert Lindman and Pamela Whitney, all of whom are independent as
that term is defined in Rule 5605(a) of the Nasdaq Stock Market 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
was attached as Appendix A to the proxy statement for the Company's 2007 Annual
Meeting of Shareholders.
Management has primary responsibility for the Company's financial statements
and the overall reporting process, including its system of internal controls.
The Company's independent auditors audit the annual consolidated financial
statements prepared by management and express an opinion on whether those
statements fairly present in all material respects the Company's financial
position, results of operations and cash flow under generally accepted
accounting principles. The Company's independent auditors report directly to
the Audit Committee.
In fulfilling its responsibilities for the review of the audited consolidated
financial statements for the year ended June 30, 2009, the Audit Committee:
* Reviewed and discussed the audited consolidated financial statements for the
year ended June 30, 2009 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
applicable requirements of the Public Company Accounting Oversight Board
regarding the auditor's communications with the Audit Committee concerning
independence, 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-K for the year ended June 30, 2009 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, 2009, and 2008, were
Fiscal 2009 Fiscal 2008
----------- -----------
Audit Fees $76,340 $68,445
Audit-Related Fees - -
Tax Fees - -
All Other Fees - -
------- -------
Total $76,340 $68,445
======= =======
The Audit Fees for the years ended June 30, 2009, and 2008, 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-Q) and yearly filings (10-K).
The de minimis exception was not used for any fees paid to WIPFLI LLP.
The Audit Committee has considered whether the provision of the above services
other than audit services was 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 the Company's independent auditors 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 the
Company's independent auditors.
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 2010 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, 2010, is expected to be held
on or about December 12, 2010, and proxy materials in connection with that
meeting are expected to be mailed on or about November 1, 2010. Except as
indicated below, shareholder proposals prepared in accordance with the proxy
rules must be received by the Company by June 29, 2010 for inclusion in the
proxy statement for the Company's 2010 annual meeting. Any other shareholder
proposal must be received by the Company at its principal executive office no
later than September 4, 2010 in order to be presented at the 2010 annual
meeting of shareholders.
OTHER MATTERS
The management of the Company knows of no matter other than the foregoingto 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 10-K, INCLUDING FINANCIAL STATEMENTS OF THE COMPANY FOR THE YEAR
ENDED JUNE 30, 2009 IS ENCLOSED HEREWITH. SHAREHOLDERS MAY RECEIVE WITHOUT
CHARGE A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K, 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, ILLINOIS, 60654.
By Order of the Board of Directors
/s/ Robert B. Gregor
Robert Gregor
Secretary
October 27, 2009