400 West Ontario Street, Suite 1003, Chicago, Il., 60654
Telephone: (312) 505-9267 or Fax: (651) 454-5143
October 26, 2010
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 17, 2010, 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 Moquist Thorvilson Kaufmann
Kennedy & Pieper, 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 17, 2010
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 17, 2010, 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 Moquist Thorvilson Kaufmann Kennedy &
Pieper, LLC as the independent auditors of the Company for the fiscal year
ending June 30, 2011, 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 22, 2010, 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 22, 2010 through December 7, 2010, 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 26, 2010
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 17, 2010
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
2010 Annual Meeting of Shareholders of the Company. The meeting will be held
on Friday, December 17, 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 26, 2010.
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 Moquist Thorvilson
Kaufmann Kennedy & Pieper, 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 Moquist Thorvilson Kaufmann Kennedy & Pieper, 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 22,
2010, 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 by either e-mailing bHarvey@stinar.com or
calling 651-454-5112 extension 116 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 2010 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 2011 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, 2010, 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 59 Chairman of the Board, 1992
Chief Executive Officer
and Chief Financial Officer
of the Company and its
wholly owned subsidiaries
Robert B. Gregor 59 Secretary of the Company 1993
and V.P. of Sales and
Marketing of the Company's
wholly owned subsidiary
Hugh McDaniel 71 Real Estate Broker 1992
Pamela Whitney 58 Auditor for Wells Fargo 2003
Audit & Security
Robert Lindman 67 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 and Chief Financial Officer of Oakridge Cemeteries
since November 2005. Mr. Harvey's long history with the Company and oversight
of both of its divisions have given him a thorough knowledge of the Company
that is critical to the board's decision making.
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. Gregor
brings to the board an in-depth knowledge of the challenges and opportunities
facing the Company's dynamic aviation ground support equipment division.
Mr. McDaniel is a retired Commander of the United States Naval Reserves and has
been a residential real estate broker since 1973. The Board of Directors
believes that Mr. McDaniel should serve as a Director because of his varied
executive, military service and business experience.
Ms. Pamela Whitney has been an auditor for Wells Fargo Audit and Security since
November 11, 2005. Prior to joining Well Fargo Audit and Security, she was
employed at the CPA firm of Epstein Weber & Conover, PLC, and before that she
was an Inventory Exchange Supervisor at Phillips 66, after having been at the
CPA firm of Kilpatrick, Luster & Co., PLLC. Ms. Whitney's financial and
accounting expertise make her a valuable member of the board, particularly with
respect to her responsibilities on the Audit Committee.
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. The Board of
Directors believes that Mr. Lindman should serve as a Director because of his
varied executive, investment and business experience.
Information about the Board and its Committees
The business and affairs of the Company are managed by the Board, which met two
times in person and one time by telephone during the fiscal year ended
June 30, 2010. All of the directors attended all meetings of the Board and of
the committees on which they served during the year, except Hugh McDaniel,
Robert Lindman, and 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 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 twice during fiscal year 2010. The Company's Compensation Committee
currently consists of Robert Lindman, Hugh McDaniel and Pamela Whitney. The
executive officer Robert Harvey makes recommendations to the Compensation
Committee in regards to ensuring that the company attracts, motivates and
retains executive personnel and relates directly to objectives of the Company
and shareholders as well as the operating performance of the Company.
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 twice in fiscal year 2010. 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
two times in fiscal year 2010. 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. All of the Company's directors except Pam Whitney attended the
Company's 2009 Annual Meeting of Shareholders.
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee has ever been an officer or employee of
the Company or of any of our subsidiaries, or has had any relationship with the
Company requiring disclosure in our proxy statement other than service as a
director. None of our executive officers has served on the board of directors
or on the compensation committee of any other entity, any officers of which
served either on our board of directors or on our Compensation Committee.
Director Compensation
The table below sets forth the compensation paid to each non-employee director
of the Company during fiscal year 2010. 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.
On July 1, 2010, the Company issued subordinated convertible debentures to
Robert Harvey and Robert Gregor. The aggregate principal amount of each
debenture, which is the largest amount of principal outstanding since issuance
and the principal amount outstanding as of October 26, 2010, is as follows:
$335,000 for Mr. Harvey and $150,000 for Mr. Gregor. No principal was paid on
the debentures during fiscal year 2010. Interest was paid on the debenture of
$30,150 to Robert Harvey and $13,500 to Robert Gregor for the year ended
June 30, 2010.
Each of the debentures bears interest at a rate of 9.00% per annum, is
unsecured and is subordinate to all of the Company's other indebtedness for
borrowed money or evidenced by bonds, notes, debentures or similar instruments
or letters of credit or representing the balance deferred and unpaid of the
purchase price of any property. The unpaid principal on the debentures is
convertible into the Company's Common Stock at any time at a rate of $.50 per
share, subject to adjustment under certain circumstances. Interest is payable
annually on January 1 of each year. Each of the debentures matures on
July 1, 2012 and the Company is not permitted to prepay any amounts due
thereunder. If the Company breaches any of its material obligations under the
debentures and does not cure the breach within 60 days after receiving notice
of the breach from the holder of a debenture, or if the Company becomes
insolvent, the debenture holders may accelerate the amounts due under the
debentures.
Principal Shareholders and Beneficial Ownership of Management
The following table sets forth information regarding beneficial ownership of
Common Stock on October 26, 2010 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* 981,879(2) 46.7%
Robert B. Gregor* 447,164(3) 25.8%
Hugh McDaniel* - -
Pamela Whitney* - -
Robert Lindman* 500(4) -(4)
All directors and
executive officers
as a group (5 persons) 1,429,543(2,3,4) 59.5%
* 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 66,857 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 245,022 shares held jointly by
Mr. Harvey and his wife and 670,000 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 144,814 shares held jointly by Mr.
Gregor and his wife and 300,000 shares that could be acquired upon exercise of
an option and conversion of a convertible subordinated debenture.
(4) 500 shares held by Robert Lindman, which represents less than 1% of the
class.
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 $100,000 during
fiscal year 2010 (the "Named Executive Officers").
Name and All Other
Principal Position Year Salary($) Compensation($) Total($)
- ---------------------------------------------------------------------
Robert C. Harvey 2010 $218,999 $7,200 $226,199
Chairman of the Board, 2009 $227,538 - $227,538
Chief Executive Officer
and Chief Financial
Officer
Robert B. Gregor 2010 $105,473 $206 $105,679
Secretary and Vice 2009 $115,000 $206 $115,206
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 and Mr. Robert Harvey.
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 2010. 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 Moquist Thorvilson Kaufmann Kennedy &
Pieper, LLC, as its independent auditors, to audit the financial statements of
the Company for the year ending June 30, 2011 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 two fiscal years prior to the
dismissal 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, LLC to
serve as the Company's independent auditors for fiscal year 2010. Subsequent to
the engagement, Carver Moquist & O'Connor, LLC merged with another firm to form
Moquist Thorvilson Kaufmann Kennedy & Pieper, LLC. During the Company's two
fiscal years preceding the engagement, 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, LLC 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 Moquist Thorvilson Kaufmann Kennedy & Pieper, LLC are
expected to be present at the Annual Meeting and will have the 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 MOQUIST THORVILSON KAUFMANN KENNEDY & PIEPER, LLC AS THE
COMPANY'S AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 2011.
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 2010, except that one
Form 4 was filed late for a transaction by Hugh McDaniel.
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
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.
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, 2010, the Audit Committee:
* Reviewed and discussed the audited consolidated financial statements for the
year ended June 30, 2010 with management and Moquist Thorvilson Kaufmann
Kennedy & Pieper, LLC.
* Discussed with Moquist Thorvilson Kaufmann Kennedy & Pieper, LLC 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 Moquist Thorvilson Kaufmann
Kennedy & Pieper, LLC 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, 2010 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, 2010, and 2009, were
Fiscal 2010 Fiscal 2009
----------- -----------
Audit Fees $74,591 $76,340
Audit-Related Fees - -
Tax Fees - -
All Other Fees 14,336 -
------- -------
Total $88,927 $76,340
======= =======
The Audit Fees for the years ended June 30, 2010, and 2009, were the amounts
billed for professional services in connection with the audits of the
consolidated financial statements of the Company and preparation of Securities
and Exchange Commission quarterly (10-Q) and yearly (10-K) filings.
All Other Fees for the year ended June 30, 2010 were amounts billed for
professional services in connection with responding to a comment letter from
the Securities and Exchange Commission.
The de minimis exception was not used for any fees paid to WIPFLI LLP or
Moquist Thorvilson Kaufmann Kennedy & Pieper LLC.
The Audit Committee has considered whether the provision of the above services
other than audit services was compatible with maintaining the independence of
WIPFLI LLP and Moquist Thorvilson Kaufmann Kennedy & Pieper, LLC.
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 2011 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, 2011, is expected to be held
on or about December 15, 2011, and proxy materials in connection with that
meeting are expected to be mailed on or about November 1, 2011. Except as
indicated below, shareholder proposals prepared in accordance with the proxy
rules must be received by the Company by June 30, 2011 for inclusion in the
proxy statement for the Company's 2011 annual meeting. Any other shareholder
proposal must be received by the Company at its principal executive office no
later than September 11, 2011 in order to be presented at the 2011 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 ON FORM 10-K, INCLUDING FINANCIAL STATEMENTS OF THE COMPANY
FOR THE YEAR ENDED JUNE 30, 2010, 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 26, 2010
AUDIT COMMITTEE STANDARDS
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.