400 West Ontario Street, Suite 1003, Chicago, IL, 60654
Telephone: (312)505-9267 or Fax: (708)344-5658
Website: www.oakridgeholdingsinc.com
October 26, 2012
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 Monday, December 10, 2012, at 9:00 a.m., local time, at the law firm
of Faegre Baker Daniels LLP, 2200 Wells Fargo Center, 90 South Seventh Street,
Minneapolis, Minnesota 55402.
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
& 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 10, 2012
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 Monday, December 10, 2012, at
9:00 a.m., local time, at the law firm of Faegre Baker Daniels LLP, 2200 Wells
Fargo Center, 90 South Seventh Street, Minneapolis, Minnesota 55402. The
purposes of the Annual 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 & Pieper, LLC as
the independent auditors of the Company for the fiscal year ending June 30,2012
and
3. To transact such other business as may properly come before the Annual
Meeting and at any adjournments or postponements of the Annual Meeting.
The Board of Directors set October 25, 2012, as the record date for the Annual
Meeting. This means that shareholders of the Company's common stock, par value
$0.10 per share, at the close of business on that date are entitled to
(1) receive notice of the Annual Meeting and (2) vote at the Annual Meeting and
any adjournments or postponements of the Annual Meeting. We will make available
a list of shareholders of the Company entitled to vote at the Annual Meeting
for inspection during normal business hours from October 25, 2012 through
December 1, 2012, at the offices of Oakridge Cemetery, 4301 West Roosevelt
Road, Hillside, Illinois 60610. This list will also be available at the Annual
Meeting.
By Order of the Board of Directors
/s/ Robert B. Gregor
Robert B. Gregor
Secretary
Chicago, Illinois
October 26, 2012
TO ENSURE YOUR REPRESENTATION AT THE ANNUAL 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 West Ontario St.
Suite 1003
Chicago, IL 60654
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD December 10, 2012
The Board of Directors (the "Board") of Oakridge Holdings, Inc. (the "Company")
furnishes you with this Proxy Statement to solicit proxies on its behalf to be
voted at the 2012 Annual Meeting of Shareholders of the Company (the "Annual
Meeting"). The meeting will be held on Monday, December 10, 2012 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 Baker Daniels LLP,
2200 Wells Fargo Center, 90 South Seventh Street, Minneapolis, Minnesota 55402.
The proxies also may be voted at any adjournments or postponements of the
Annual 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 Annual 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 Companyshould send directions to you. The date this Proxy Statement
is first being mailed or given to shareholders is on or about October 31, 2012.
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 Annual Meeting in accordance with the directions given in
this Proxy Statement. Below is a list of the different votes shareholders may
cast at the Annual Meeting pursuant to this solicitation.
* In voting on the election of five directors to serve until the 2013
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 & 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 & 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 $0.10 per share
(the "Common Stock"), voting in person or by proxy at the Annual 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
Annual 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 25,
2012, are entitled to vote at the Annual Meeting or adjournments or
postponements of the Annual 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 Annual
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 on www.oakridgeholdingsinc.com, and by
e-mailing rHarvey@ohicemetery.com or calling 312-505-9267 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 2012 Annual
Meeting.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Board of Directors:
The By-laws of the Company provide that 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 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 Robert Harvey and Robert Gregor are "independent"
as that term is defined in Rule 5605(a) of the Nasdaq Stock Market Marketplace
Rules. That 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).
THE BOARD OF THE COMPANY RECOMMENDS A VOTE FOR ROBERT HARVEY, ROBERT GREGOR,
STEWART LEVIN, PAMELA WHITNEY AND LESTER LIND TO HOLD OFFICE UNTIL THE 2013
ANNUAL MEETING OF SHAREHOLDERS. PROXIES RECEIVED BY THE BOARD WILL BE VOTED
FOR AS TO 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, 2011, 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 61 Chairman of the Board, 1992
Chief Executive Officer
and Chief Financial Officer
of the Company and its
wholly owned subsidiaries
Robert B. Gregor 61 Secretary of the Company 1993
and Vice President of Sales
and Marketing of the Company's
wholly owned subsidiary
Lester Lind 64 Retired Business Owner of 2011
VonHanson's Meats
Pamela Whitney 60 Auditor for Wells Fargo 2003
Audit & Security
Stewart Levin 57 Broker at Hallberg 2011
Commercial Insurers, Inc.
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.
Robert 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, President and Chief Financial Officer of Oakridge Cemeteries
since November 2005.
Robert Gregor has been Vice President 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.
Robert Lester Lind is presently retired. Prior to retiring in 2010, he was a
shareholder of VonHanson's Meats and has more than 40 years experience in
planning, developing and implementing openings of new operations across the
United States.
Pamela Whitney is presently an auditor for Wells Fargo Audit and Security and
has been in that position 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 was an Inventory Exchange Supervisor at
Phillips 66 from 2000 to 2005, and was at the CPA firm of Kilpatrick,
Luster & Co., PLLC.
Stewart Levin has been an insurance broker at Hallberg Commercial Insurers,
Inc. for 8 years and has been in the insurance business for over 25 years as
an owner and a commercial broker.
Board's Leadership Structure
The Company does not have a written policy with respect to separation of the
roles of chief executive officer and chairman of the board of directors,
because our board of directors believes it is in the best interests of our
company to make that determination based on the circumstances. Our Chief
Executive Officer currently serves as the Chairman of the Board of Directors
because we believe that it is in the best interest of the Company to have
one person serving in both roles.
Information about the Board and its Committees
The business and affairs of the Company are managed by the Board, which met
three times in fiscal year ended June 30, 2012. All of the directors
attended all meetings of the Board and of the committees on which they
served during the year, except Lester Lind, who did not attend two meetings.
The Board has established three committees: the Compensation Committee,
the Corporate Governance Committee and the Audit Committee, each of which
is briefly described below. The Board has no other committees.
The Company does not have a formal policy regarding attendance by members
of the Board 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 Pamela Whitney, Robert
Gregor and Lester Lind attended the Company's 2012 annual meeting of
shareholders.
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 2012. The Compensation Committee currently consists of Lester Lind,
Stewart Leven and Pamela Whitney.
Corporate Governance Committee
The Corporate Governance Committee addresses matters of corporate governance,
evaluates qualifications and candidates for positions on the Board and 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 2012. The Corporate Governance
Committee currently consists of Lester Lind, Stewart Levin 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 the appointment
of the Company's independent accountants. The Audit Committee met four times
in fiscal year 2012. The Audit Committee currently consists of Lester
Lind, Stewart Levin and Pamela Whitney. The Company's Board 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 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 via U.S. mail to Chief Executive Officer, Oakridge
Holdings, Inc., 400 West Ontario Street, Suite 1003, Chicago, Illinois, 60654.
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.
Director Compensation
The table below sets forth the compensation paid to each non-employee director
of the Company during fiscal year 2012. 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 Board.
Name Fees earned or
paid in cash($) Total($)
Lester Lind 0 0
Pamela Whitney 2,000 2,000
Stewart Levin 1,500 1,500
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 2011 and 2012, amounts expensed for non-audit compliance
services to entities related to the Company's Chief Executive Officer, Robert
Harvey, were $9,150 and $17,510, respectively. The Company also has a
month-to-month operating lease for office space from the Chief Executive
Officer and the total rent expense was $24,600 under this lease in fiscal
years 2012 and 2011.
On June 16, 2009, the Company entered into unwritten loan agreements with
our Chief Executive Officer 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 25, 2012,
is as follows: (1) for Robert Harvey, $150,000 and (2) for Robert Gregor,
$150,000. No principal was paid on any loan described in this paragraph
during fiscal year 2012. Each of the loans described in this paragraph
bears interest at the rate of 9% per annum, is unsecured and is payable on
demand. During the fiscal year ended June 30, 2012, interest of $13,500 was
paid to Robert Harvey and $20,065 was paid to Robert Gregor.
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 Harvey, the
Company's Chairman of the Board, Chief Executive Officer and Chief Financial
Officer and a director and (2) Robert Gregor, the Company's Secretary, the
Vice President of Sales and Marketing of one of the Company's wholly-owned
subsidiaries and a director. The aggregate principal amount of each debenture,
which is the largest amount of principal outstanding since July 1, 2009 and
the principal amount outstanding as of October 25, 2012, is as follows: (1)
for Robert Harvey, $410,000 and (2) for Robert Gregor, $150,000. No principal
was paid on the debentures during fiscal years 2012 and 2011. Interest was
paid on the debentures of $30,150 to Robert Harvey and $0 to Robert
Gregor for the year ended June 30, 2012. 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 $0.40 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 on June 30, 2012.
The debentures mature on July 1, 2014, 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.
On February 7, 2011, the Company issued a 9.00% Convertible Subordinated
Debenture with a principal amount of $75,000 to Robert Harvey, the Company's
Chairman of the Board, Chief Executive Officer and Chief Financial Officer.
The unpaid principal amount of the debenture is convertible into the
Company's Common Stock at any time at a rate of $0.50 per shares, subject to
adjustment under certain circumstances. Interest is payable annually on
January 1 of each year. The debenture will mature on July 1, 2014 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
debenture holder, or if the Company becomes insolvent, the debenture holder
may accelerate the amounts due under the debenture. The aggregate principal
amount of this debenture, which is the largest amount of principal
outstanding since issuance, was $75,000 as of October 25, 2012. Interest in
the amount of $6,750 was paid on this debenture during the year ended
June 30, 2012.
Principal Shareholders and Beneficial Ownership of Management
The following table sets forth information regarding beneficial ownership of
Common Stock on October 25, 2012 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* 1,337,279(2) 54.4%
Robert B. Gregor* 522,164(3) 26.7%
Lester Lind - -
Pamela Whitney* - -
Stewart Levin - -
All directors and
executive officers
as a group (5 persons) 1,859,443(2,3) 62.4%
* 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 Robert Harvey's wife and children in which he
may be deemed to share voting and investment power, but as to which he
disclaims beneficial ownership. Also includes 245,422 shares held jointly by
Robert Harvey and his wife and 1,025,000 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 he
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
Robert Gregor and his wife and 375,000 shares that could be acquired upon
exercise of an option and conversion of a convertible subordinated debenture.
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 $100,000 during
fiscal year 2011 (the "Named Executive Officers").
Name and All Other
Principal Position Year Salary($) Compensation($) Total($)
---------------------------------------------------------------------
Robert C. Harvey 2012 $218,999 $7,200 $226,199
Chairman of the Board, 2011 $218,999 $7,200 $226,199
Chief Executive Officer
and Chief Financial
Officer
Robert B. Gregor 2012 $114,800 $206 $115,006
Secretary and Vice 2011 $107,669 $206 $107,875
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
Robert Gregor and 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 2012. 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 & Pieper, LLC,
independent auditors, to audit the financial statements of the Company for
the year ending June 30, 2013 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 Moquist Thorvilson Kaufmann & Pieper LLC are expected to
be present at the Annual Meeting with an opportunity to make a statement if
they desire to do so, and are expected to be available to respond to
appropriate questions.
THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE RATIFICATION
OF THE APPOINTMENT OF MOQUIST THORVILSON KAUFMANN & PIEPER LLC AS THE
COMPANY'S AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 2013.
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 2012.
Audit Committee Report
The Audit Committee of the Board of Directors consists of three members,
Lester Lind, Stewart Levin 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 has adopted a written charter of the Audit Committee, which
was attached as Appendix A to the proxy statement for the Company's 2010
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, 2012, the Audit Committee:
* Reviewed and discussed the audited consolidated financial statements for the
year ended June 30, 2012 with management and Moquist Thorvilson Kaufmann &
Pieper LLC.
* Discussed with Moquist Thorvilson Kaufmann & 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
& 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
that the audited consolidated financial statements be included in the
Company's Annual Report on Form 10-K for the year ended June 30, 2012 filed
with the Securities and Exchange Commission.
THE AUDIT COMMITTEE
Lester Lind
Pamela Whitney
Stewart Levin
Audit Fees
Aggregate fees for professional services rendered for the Company by
Moquist Thorvilson Kaufmann & Pieper LLC, for the years ended
June 30, 2012, and 2011, were as folows:
Fiscal 2012 Fiscal 2011
----------- -----------
Audit Fees $54,589 $53,710
Audit-Related Fees 14,375 5,940
All Other Fees 1,530 11,868
------- -------
Total $70,494 $71,518
======= =======
The Audit Fees for the years ended June 30, 2012 and 2011, were the amounts
billed for professional services in connection with the audits of the
consolidated financial statements of the Company and its quarterly (10-Q)
and yearly (10-K) filings with the Securities and Exchange Commission.
The audit related fees were for report of the former independent registered
public accounting firm.
All other fees for the year ended June 30, 2012 and 2011 were amounts billed
for professional services in connection with tax returns and tax accruals
for the year end audits.
The de minimis exception was not used for any fees paid to Moquist Thorvilson
Kaufmann & 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
Moquist Thorvilson Kaufmann & Pieper LLC.
On October 27, 2009, the Company dismissed WIPFLI LLP as the Company's
independent auditors. WIPFLI LLP audited the Company's financial statements
for fiscal years 2008 and 2009. WIPFLI LLP's report on the Company's
financial statements for the fiscal years ended 2008 and 2009 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 LLP was approved by the Company's audit committee.
During the fiscal years ended 2008 and 2009 and any subsequent interim period
preceding such dismissal, there were no disagreements between the Company and
WIPFLI LLP 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 any subsequent interim period
prior to engaging Carver Moquist & O'Connor, LLP, neither the Company nor
anyone on its behalf consulted Carver Morquist & O'Connor, LLP regarding
either (1) the application of accounting principles to a specified
transaction, either complete 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 (as
defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) or
a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K). In
November of 2009, Carver Moquist & O'Connor, LLP merged with TK Advisors Ltd.
to form Moquist Thorvilson Kaufmann Kennedy & Pieper LLC, which has since
changed its name to Thorvilson Kaufmann & 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 audit 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 2013 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, 2013 is expected
to be held on or about December 15, 2013, and proxy materials in connection
with that meeting are expected to be mailed on or about November 1, 2013.
Except as indicated below, shareholder proposals prepared in accordance with
the proxy rules must be received by the Company by July 3, 2013 for inclusion
in the proxy statement for the Company's 2013 annual meeting. Any other
shareholder proposal must be received by the Company at its principal
executive office no later than September 11, 2013 in order to be presented at
the 2013 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, 2012, 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, 2012