UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant X
Check the appropriate box:
X Definitive Proxy Statement
WILLIAMS INDUSTRIES, INCORPORATED
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
X No fee required.
Williams Industries, Incorporated
8624 J.D. Reading Drive
Manassas, Virginia 20109
October 18, 2007
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on December 6, 2007
Dear Fellow Stockholder:
You are cordially invited to attend the 2007 Annual Meeting of Stockholders
of Williams Industries, Incorporated to be held on Thursday, December 6, 2007
at 11:00 a.m., local time, in the auditorium at 9302 Lee Highway, Fairfax,
Virginia 22031-1207 (Route 29 and Nutley, south of I-66 and the Vienna Metro).
The following pages include a formal notice of the meeting and the proxy
statement. The proxy statement describes various matters on the agenda for
the meeting. You are encouraged to attend the meeting in person. If that is
not possible, please follow the instructions on the enclosed proxy card to
cast your vote. The purpose of the meeting is to consider and take action on
the proposals listed below:
1. To elect five persons to serve as directors on the board of directors
for a one-year term and until their successors are duly elected and qualified;
and
2. To transact such other business as may properly come before the meeting
and any adjournments or postponements of the meeting. The board of directors
has fixed the close of business on October 18, 2007 as the record date for
determination of the stockholders entitled to notice of, and to vote at, the
meeting and any adjournments or postponements of the meeting. Only holders
of record of common stock at the close of business on the record date will be
entitled to receive notice of and to vote at the meeting and at any
adjournments or postponements of the meeting. At the annual meeting, such
stockholders will be asked to consider and take action on the proposals
discussed in the accompanying proxy statement and any other matter that
properly comes before the annual meeting or any adjournment or postponement
thereof.
By Order of the Board of Directors,
/ s / Marianne V. Pastor
Marianne V. Pastor
Corporate Secretary
WILLIAMS INDUSTRIES, INCORPORATED
8624 J. D. Reading Drive
Manassas, Virginia 20109
ANNUAL MEETING OF SHAREHOLDERS
To be Held December 6, 2007
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation of
proxies to be used at the Annual Meeting of Shareholders of Williams
Industries, Incorporated (the "Company"), to be held in the auditorium at
9302 Lee Highway, Fairfax, Virginia 22031-1207 (Route 29 and Nutley, south
of I-66 and the Vienna Metro) at 11:00 A.M. on December 6, 2007, and at all
adjournments thereof. It is anticipated that this proxy material will be
mailed to shareholders on or about October 22, 2007.
The solicitation of the proxy accompanying this statement is being made
by the management of the Company, and the cost of solicitation will be borne
by the Company. The Annual Report to Shareholders for the Fiscal Year ended
July 31, 2007 accompanies this proxy statement. Additional copies of the
Annual Report may be obtained by writing to the Secretary of the Company at
P.O. Box 1770, Manassas, Virginia 20108. The financial statements for the
period ending July 31, 2007, included in the Annual Report to Shareholders,
were audited by McGladrey & Pullen, LLP, the Company's current independent
registered public accounting firm. It is anticipated that representatives of
McGladrey and Pullen will be present at the Annual Meeting and will be given
the opportunity to make a statement and respond to questions.
A proxy for use at the Annual Meeting is enclosed. Any shareholder who
executes and delivers such proxy has the right to revoke it at any time
before it is exercised, by filing with the Secretary of the Company either an
instrument revoking it or a duly executed proxy bearing a later date. In
addition, the powers of the proxy holder will be suspended if the person
executing the proxy is present at the meeting and elects to vote in person.
The only outstanding voting security of the Company is its Common Stock,
$.10 par value, of which there were issued and outstanding 3,666,850 shares
on October 18, 2007, which is the record date for the purpose of determining
the shareholders entitled to notice of and to vote at the Annual Meeting.
Williams Industries' treasury stock is not included in the issued and
outstanding calculations in this document. With the possible exception of
the election of directors, each holder of Common Stock will be entitled to
one vote, in person or by proxy, for each share of Common Stock outstanding
in the shareholder's name on the books of the Company as of the record
date. While the Company's Articles of Incorporation provide for cumulative
voting in an election of directors, the Virginia Code provides that shares
otherwise entitled to vote cumulatively not be voted cumulatively at a
particular meeting unless the meeting notice or proxy statement states
conspicuously that cumulative voting is authorized; or unless a shareholder
gives notice to the secretary of the corporation not less than 48 hours
before the time set for the meeting of his intent to cumulate his votes
during the meeting. Cumulative voting means that the shareholders are
entitled to multiply the number of votes they are entitled to cast by the
number of directors for whom they are entitled to vote and cast the product
for a single candidate or distribute the product among two or more
candidates. If one shareholder gives his notice, all other shareholders
are entitled to cumulate their vote. The Company does not intend that there
be cumulative voting at the meeting, but in the event cumulative voting
should be instituted by a shareholder, the Company's proxy holders will use
their discretion in voting any unmarked proxies. All marked proxies will be
voted for nominees as directed in the proxy, but marked proxies may not
authorize voting more than one vote per nominee.
PROPOSAL I - ELECTION OF DIRECTORS
Nominees
The Board of Directors has fixed the number of directors to be elected
at the Annual Meeting at five, each to hold office until the next Annual
Meeting and until the director's successor shall be elected and qualified.
The Company has no standing nominating committee; the Board of
Directors chooses management's nominees. It is the Board's view, given
the size of the Company and the highly specific nature of qualifications
needed in a potential director, that a separate nominating committee is not
in the best interest of the Company. Each director has the opportunity to
suggest any nominee and such suggestions are comprehensively reviewed. The
Board does not have a charter for the Company's nominating process nor does
the Board have a specific policy for consideration of nominees recommended
by security holders. The Company pays no fees to third parties for
evaluating or identifying potential nominees.
The Company's transfer agent, American Stock Transfer, will be appointed
to tabulate shares present, in person or by proxy, and to tabulate votes.
Abstentions will be counted as present at the meeting and will be recorded
as abstentions. They will not be recorded as votes either for or against the
nominees. So long as a quorum (a majority of the outstanding shares) is
present, directors will be elected by plurality vote; i.e., the five nominees
receiving the most votes will be elected. Thus, neither a vote against nor an
abstention will have any effect on the outcome of the election of directors;
only votes for a nominee will have any such effect. Generally, shares held of
record by a broker or other nominee for the benefit of a beneficial owner may
only be voted by that broker or nominee, and if the broker or nominee does
not vote the shares, the shares will not be tabulated as present or voting
at the meeting. However, as provided by Virginia law, the Company may, but is
not required to, accept the vote of a beneficial owner upon presentation of
evidence acceptable to the Company that the voter is indeed the beneficial
owner of the shares. The following table sets forth information concerning
the nominees:
Name Age Position with the Company Year Elected
Frank E. Williams, III (1)(2)(5) 48 Chairman of the Board, 1991
President, Chief Executive
Officer, Chief Financial Officer
Frank E. Williams, Jr. (1)(2)(5) 73 Director 1970
Stephen N. Ashman (3)(4)(6) 59 Director 1998
William J. Sim (3)(6) 62 Director 1998
John A. Yerrick (2)(3)(5)(6) 67 Director 2003
(1) Frank E. Williams, Jr. is considered a "control person" of the Company,
as the term control is defined by the rules of the Securities and
Exchange Commission. Mr. Williams, III, is the son of Mr. Williams,
Jr. Mr. Williams, III, is a member of the Executive Committee, the
Long Range/Strategic Planning Committee and the Shareholder Relations'
Committee.
(2) Member of standing Executive Committee. This committee, which acts
on behalf of the Board in situations where Board action is necessary
but not obtainable on short notice and if such action is authorized by
applicable law, reviewed three items during the year and also met as a
"committee of the whole" with other Board members present either in
person or by conference call once during the year.
(3) Member of standing Audit Committee. Mr. Ashman is chairman of this
committee. This committee, which met five times during the past
fiscal year, consults with and authorizes the engagement of the
Company's independent auditors and provides recommendations to the
Board concerning the Company's accounting procedures.
(4) Member of standing Compensation Committee. Mr. John A. Yerrick is
chairman of this committee, which met once during the last fiscal year.
The committee sets the compensation for the President and establishes
guidelines, to be implemented within the President's discretion, for
the compensation of other officers.
(5) Member of the Long Range/Strategic Planning Committee.
(6) Member of the Committee of Independent Directors.
The Nominees have had the following principal occupations or employment
for at least the past five years:
Mr. Frank E. Williams, III has held the position of Chairman of the Board and
President since November 1994. On September 8, 1994, he was elected Chief
Financial Officer. He was elected as a vice president of the Corporation in
1991. For more than five years prior thereto he was an officer of various
Company subsidiaries and remains an officer and/or director of several
subsidiaries.
Mr. Frank E. Williams, Jr., until November 1994, was the Chairman of the
Board and President of Williams Industries, Inc. He is a founder and Chairman
of Bosworth Steel Erectors, Inc., formerly known as the Williams and Beasley
Company; the Chairman of the Board of Williams Enterprises of Georgia, Inc.;
and the principal owner of Structural Concrete Products and Industrial Alloy
Fabricators, LLC; all organizations that are not otherwise affiliated with
Williams Industries, Inc. Mr. Williams, Jr., is also the Chairman of the
Board of Kaiser Group Holdings, a member of the board of Capital Bank, and
a member of the Regulatory Fairness Board of the U.S. Small Business
Administration (SBA).
Mr. Stephen N. Ashman is a principal with SAS advisors, an area consulting
firm, and Chairman of the Board of Capital Bank, N.A., Rockville, Maryland.
Mr. Ashman serves on the advisory boards of: Prudent Capital, a mezzanine
fund; NextGen Capital, a venture capital fund; and Ategra Community
Financial Institutions, a hedge fund. He is active in a number of charitable
and arts organizations in the Washington, DC metropolitan area.
Mr. William J. Sim is founder, President and CEO of Midlothian Associates, a
specialty consulting firm in the utility and construction field. Prior to
founding Midlothian Mr. Sim was Senior Vice President of Pepco Holdings, Inc.
(PHI), and also President and Chief Executive Officer of Potomac Electric
Power Company (Pepco) and Atlantic City Electric (ACE). PHI is a regional
energy holding company that provides utility service to nearly two million
customers and is the parent company of Pepco, an electric utility serving
Washington, D.C. and suburban Maryland; Delmarva Power, an electric and gas
utility serving Delaware and the rest of the Delmarva peninsula; and ACE,
an electric utility serving southern New Jersey. In his PHI position, Mr.
Sim was responsible for utility operations across all PHI utilities. Mr.
Sim is also active in a number of business and civic organizations, as well
as being a registered professional engineer.
Mr. John A. Yerrick is a self-employed financial consultant, a position he
has held since June 2002. Prior to that time, he was a senior audit partner
in the international accounting firm of Deloitte & Touche. During his 39
years with the firm, Mr. Yerrick held a variety of positions including
Partner-in-Charge of Audit for the Washington, D.C. practice, Managing
Partner for the Baltimore practice and for several years prior to his
retirement, was Deputy Professional Practice Director for the Washington,
D.C./Baltimore practice. He is presently serving on the board of a privately
held company and serves on the finance committee of Vital Voices Global
Partnership, Inc., a nonprofit organization supporting the economic and
political advancement of women in developing countries.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
ELECTION OF DIRECTORS OF THE NOMINEES NAMED ABOVE
INFORMATION CONCERNING THE BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE
Meetings of the Board of Directors
During the past fiscal year, the Board of Directors held five regular
meetings. Numerous committee meetings, involving individual directors in
different capacities, were also held. All directors attended more than
75% of the board and committee meetings during the fiscal year.
Executive Officers
The executive officers of the Company serve at the discretion of the
Board and presently include: Frank E. Williams, III, Chairman of the
Board, Chief Executive Officer, and Chief Financial Officer; Danny C.
Dunlap, Vice President of Manufacturing; Daniel K. Maller, General Counsel
and Executive Vice President and Chief Financial Officer of Williams Bridge
Company; and H. Arthur Williams, Vice President of Construction.
Compliance with Section 16 of the Securities Exchange Act of 1934, as amended
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and executive officers and holders of
10% or more of the Company's Common Stock to file with the Securities and
Exchange Commission initial reports of ownership and reports of changes in
ownership of equity securities of the Company. The Company believes that
certain reports required pursuant to Section 16(a) with respect to the 2007
fiscal year were not filed in a timely fashion. Mr. Frank E. Williams, Jr.
filed 5 reports containing 7 transactions that were not filed in a timely
fashion. Mr. William J. Sim filed one report of the sale of company stock
that was not timely, which is explained in his Form 5 filed on August 17,
2007. The Company believes that all such reports are current as of this
filing. In addition, Mr. Danny C. Dunlap became an officer on June 6, 2007
and owned 5,000 shares of company stock at that time. These shares are
reported in the tables included in the proxy. Mr. Dunlap has been unable
to file a Form 3, but he is currently trying to do so. The Company believes
that Mr. Dunlap has not had any other transactions to report.
Corporate Governance and Other Matters
The Board of Directors selects the nominees for directors. The
Company's by-laws also permit shareholders eligible to vote at the Annual
Meeting to make nominations for directors, through written notice no later
than 60 days prior to the date of the anniversary of the immediately
preceding annual meeting, to the Secretary of the Company. The by-laws
also permit shareholders to propose other business to be brought before
an annual meeting, provided that such proposals are made pursuant to the
same timely notice in writing to the Secretary of the Company. No such
nominations or proposals have been received in connection with the Annual
Meeting.
BENEFICIAL OWNERSHIP OF SHARES
The following table sets forth information regarding ownership, as
of October 17, 2007 of the Common Stock of the Company by: (1) each person
known by the Company to own beneficially more than 5 percent of the Common
Stock; (2) each director; (3) each nominee for director; and (4) all officers
and directors as a group. Except as noted, the persons listed possess all
ownership rights attached to the shares opposite their name, including the
right to vote and dispose of the shares.
Directors:
Title of Class Beneficial Owner Amount and Nature of Percentage
Beneficial Ownership of Class
(1) (2) (3) (4)
Common Stock Frank E. Williams, Jr. 1,878,789 (l)(3)(6) 50.9% (1)
Common Stock Frank E. Williams, III 1,270,409 (2)(3)(6) 34.4 (2)
Common Stock Stephen N. Ashman 32,295 (3) 0.86
Common Stock William J. Sim 23,795 (3) 0.63
Common Stock John A. Yerrick 8,149 (3) 0.21
Common Stock Officers and Directors
as a group (10 persons) 2,120,842 (3)(4)(5) 57.4%
(1) Includes 176,879 shares owned by his wife, as to which Mr. Williams,
Jr. disclaims beneficial ownership; 824,456 shares owned or controlled
By the Williams Family Limited Partnership of which Mr. Williams, Jr.
is the control person and beneficial owner; 338,300 shares by Williams
Enterprises of Georgia, Inc., of which Mr. Williams Jr. is the control
person as Chairman of the Board and a beneficial owner (as are Mr.
Frank E. Williams, III, and H. Arthur Williams); 11,500 shares as
trustee for minor grandchildren (as to which Mr. Williams, Jr.
disclaims beneficial ownership); and 33,100 shares held by the
Williams Family Foundation, a charitable organization exempt under
Section 501(c)(3) of the Internal Revenue code of 1986 (as to which
Mr. Williams, Jr. disclaims beneficial ownership). The Foundation's
purpose is to use and apply its income and principal assets exclusively
for charitable, scientific, literary, and educational purposes. Mr.
Williams, Jr. is a trustee of the Foundation and votes the stock.
The business address of Mr. Williams, Jr. is 2789-B Hartland Road,
Falls Church, Virginia 22043.
(2) Includes 824,456 shares owned or controlled by the Williams Family
Limited Partnership, duplicative of the shares listed for Mr. Williams,
Jr., but included here because Mr. Williams, III, has a beneficial
interest in these shares; 338,300 shares owned by Williams Enterprises
of Georgia, duplicative of shares listed for Mr. Williams Jr. but
listed here because Mr. Williams III has beneficial interest; 344
shares owned by his wife to which Mr. Williams, III, disclaims
beneficial interest, and 3,000 shares held in trust for his minor
child. Mr. Williams, III, is also a trustee of the Williams Family
Foundation, which holds 33,100 shares that are not included in Mr.
Williams III's total but are included in the shares controlled by
Mr. Williams Jr.
(3) Includes options granted to directors.
(4) Includes 21,322 shares owned directly by H. Arthur Williams, the son
of Mr. Frank E. Williams, Jr., and the brother of Mr. Frank E.
Williams, III. Mr. H. Arthur Williams is a Vice President of Williams
Industries and he also has a beneficial interest in the Williams
Family Limited Partnership and Williams Enterprises of Georgia.
These shares are described in Items 1 and 2 of the preceding table.
(5) Calculation assumes full dilution if all outstanding options were to
be exercised. Based on research of records of the Securities and
Exchange Commission and other public information, the Company
believes that there are no additional holders with more than a five
percent position in the Company's stock at the time of this filing.
(6) The Williams Family Limited Partnership has pledged 150,000 shares
to a financial institution to secure indebtedness of the Williams
Family Limited Partnership and Williams Enterprises of Georgia, Inc.
has pledged 338,300 shares to a financial institution to secure
indebtedness of the Williams Enterprises of Georgia, Inc. These
pledges grant dispositive power to the lenders, who may dispose of
the shares without further consent of the owner in the event of
default on the underlying indebtedness.
EXECUTIVE OFFICERS AND DIRECTORS COMPENSATION
Compensation Discussion and Analysis
Overview of Executive Compensation Program
The Compensation Committee of Williams Industries' Board is responsible
in defining and overseeing Williams Industries' general compensation
practices. The Compensation Committee's report is included in this Proxy.
While the Compensation Committee approves the executive compensation program,
it reports to the full Board of Directors on a regular basis and seeks
approval for certain actions. The Compensation Committee coordinates with
its consultants and management to obtain marketplace and internal data
analyses, project reports and program recommendations to assist the
Compensation Committee in making executive compensation decisions. The
Chief Executive Officer makes recommendations to the Compensation Committee
with respect to various elements of executive compensation.
Compensation Objectives and Philosophy
The Company's primary objectives when determining compensation for its named
executive officers are to:
* set levels of annual salary, non-equity incentives and equity
compensation that are competitive and that will attract and
retain superior executives, taking into account the difficult
industry conditions and competitive environment that the Company
faces,
* incorporate a performance-based component to executive
compensation by linking the incentive compensation to the
Company's financial and operational performance, and
* provide long-term equity-based compensation, thereby further
aligning the interests of the Company's executives with those
of its other stockholders.
These objectives are designed to reward each executive's (1) past individual
performance and contribution to the Company's corporate performance, (2)
level and scope of responsibility and experience, and (3) ability to
influence the Company's future growth and profitability.
Elements of Compensation
Executive compensation has three main parts: a salary paid in cash, an
annual non-equity cash incentive plan, in which payment is contingent on the
financial performance of the Company, and a long-term equity incentive that
the Company provides through the award of options to purchase the Company's
common stock. The salary component is intended to reward executives for
their current, day-to-day work. The cash incentive bonus is intended to be
a reward for the executive's contribution to the financial success of the
Company in a given year. Awards of equity are intended to create longer-term
incentive for the executive to remain with the Company since the benefit is
realized, if the Company is successful, over a multi-year period similar to
shareholders.
Summary Compensation Table
The following table sets forth summary information concerning
compensation of our principal executive officer and principal financial
officer and each of the next three most highly compensated current executive
officers whose total compensation (excluding any compensation as a result of
a change in pension value and non-qualified deferred compensation earnings)
exceeded $100,000 during fiscal 2007. The Company refers to these persons
in this proxy statement as the named executive officers.
Name and Year Salary Bonus Option All Other Total
Principal Position ($) Awards Compensation ($)
(a) (b) (c) (d) (f) (i) (j)
Frank E. 2007 $151,414(1) $0 $0(2) $11,712(3)(4) $163,126
Williams, III 2006 $147,004 $0 $0(2) $11,580(3)(4) $158,584
President, CEO, CFO 2005 $147,004 $0 $0(2) $11,580(3)(4) $158,584
and Chairman
Danny C. Dunlap, 2007 $106,360 $0 $12,553(3)(4 $118,913
VP of Manufacturing 2006 $102,629 $0 $12,441(3)(4) $115,070
2005 $92,500 $0 $12,137(3)(4) $104,637
Daniel K. Maller, 2007 $99,655 $1,875 $63,990(4)(5) $165,520(8)
General Counse 2006 $118,000 $0 $13,362(4)(5) $131,362(8)
2005 $98,200 $0 $10,433(4)(5) $108,633
H. Arthur Williams, 2007 $104,000 $0 $0(2) $10,920(3)(4) $114,920(8)
VP of Construction 2006 $104,000 $0 $0(2) $10,920(3)(4) $114,920(8)
2005 $104,000 $0 $0(2) $10,920(3)(4) $114,920
Richard D. Geyer,(6) 2007 $96,720 $6,000 $0(2) $10,882(3)(4) $113,602(7)
President of 2006 $96,720 $0 $0(2) $10,702(3)(4) $107,422
Williams 2005 $96,720 $0 $0(2) $10,702(3)(4) $107,422
Bridge Company
(e) Stock Awards (NONE)
(g) Non-Equity Incentive Plan Compensation (NONE)
(h) Change in Pension Value and
Nonqualified Deferred Compensation Earnings (NONE)
(1) Includes $2,705.44 of unpaid increase.
(2) Options were granted in January 2003, giving Mr. Williams, III the
right to purchase 3,000 shares, Mr. H. Arthur Williams the right
to purchase 2,500 shares and Mr. Geyer the right to purchase 3,000
shares. The option price of these shares for Mr. Williams III and Mr.
H. Arthur Williams is $3.91. The option price for Mr. Geyer is $3.55.
The options expire on February 7, 2008.
(3) Includes car allowance of $7,170 for Mr. Williams, III for each of
fiscal 2007, 2006; 2005; $9,362 for Mr. Dunlap each of fiscal 2007,
2006 and 2005; $7,800 for Mr. H. Arthur Williams for each of fiscal
2007, 2006 and 2005; and $7,800 for Mr. Geyer each of fiscal 2007,
2006 and 2005.
(4) Includes $4,542, $4,410 and $4,410 for Mr. Williams, III for fiscal
2007, 2006; 2005, respectively, for the Company's contribution to his
401(k); $3,191, $3,079, and $2,775 for Mr. Dunlap for fiscal 2007,
2006; 2005, respectively; $2,990 and $1,980 for Mr. Maller for fiscal
2007 and 2006, respectively; $3,120, $3,120, $3,120 for Mr. H. Arthur
Williams for fiscal 2007, 2006; 2005, respectively; and of $3,082,
$2,902, and $2,902 for Mr. Geyer for fiscal 2007, 2006; 2005,
respectively
(5) Mr. Maller is also Executive Vice President and Chief Financial
Officer of Williams Bridge Company and receives the listed salary
and bonus as such for fiscal 2007. For Fiscal 2007, "All Other
Compensation" consisted of payments made on account of legal fees
billed as General Counsel, including $15,000 used to purchase 6,985
shares under the Employee Stock Purchase Plan. For Fiscal 2006, Mr.
Maller received $66,000 salary from Williams Bridge Company and
$52,000 salary from Williams Industries on account of legal fees
billed as General Counsel, and "other compensation" included legal
fee payments of $11,382. For Fiscal 2005, Mr. Maller received
$49,200 salary from Williams Bridge Company and $49,000 salary from
Williams Industries on account of legal fees billed as General
Counsel, and "other compensation" included legal fee payments of $10,433.
(6) Mr. Geyer's last day as President of Williams Bridge Company was
July 20, 2007.
(7) Upon retirement, Mr. Geyer's received the Company's 2000 Buick that
was fully depreciated by the Company and subject to the car
allowance discussed in footnote 2 above. The value of this vehicle,
estimated at $6,000 dealer retail value according to Edmonds, is not
included in the table above.
(8) Mr. Maller and Mr. H. Arthur Williams are members (part owners) of
FlexLease, LLC, an entity which conducts business with the Company
as described under "Certain Transaction" below. These compensation
amounts do not include any amount earned or which may be earned by
members on account of the described transactions.
The named officers have no employment contracts, termination of
employment or change-in-control arrangements, pension plans, options (other
than those disclosed herein) or any long term incentive arrangements with
the Company. All named executive officers, as do other eligible employees,
participate in the Company's 401(k) plan, which provides for Company
contributions of 3% of all salary and bonus without regard to elective
contributions by employees.
In addition to the above, on July 12, 2003 during a regularly scheduled
meeting of the Board of Directors of the Company, upon motion of Mr. Stephen
Ashman, chairman of the Audit Committee, and seconded by Mr. Thomas Mitchell,
who was a director at the time, the independent directors of the Company
voted to compensate Mr. Williams, III, in the amount of $50,000 for agreeing
to provide his personal guaranty on a Company bond for the Woodrow Wilson
Bridge project. This compensation, which has not yet been paid, has been
fully accrued.
Outstanding Equity Awards
The following table shows the outstanding equity awards to executive
officers at fiscal year end:
(b) Number of Securities Underlying Unexercised Options (#) Exercisable
(c) Number of Securities Underlying Unexercised Options (#) Un-exercisable
(d) Equity Incentive Plan Awards: Number of Securities Underlying
Unexercised Unearned Options (#)
(e) Option Exercise Price
(f) Option Expiration Date
(g) Number of Shares or Units of Stock That Have Not Vested (#)
(h) Market Value of Shares or Units of Stock That Have Not Vested ($)
(i) Equity Incentive Plan Awards: Number of Unearned Shares, Units or
Other Rights That Have Not Vested (#)
(j) Equity Incentive Plan Awards Market or Payout Value of Unearned
Shares, Units or Other Rights That Have Not Vested ($)
Option Awards Stock Awards
Name (b) (c) (d) (e) (f) (g) (h) (i) (j)
Frank E. Williams III 3,000 0 0 $3.91 2/7/2008 0 $0 0 $0
H. Arthur Williams 2,500 0 0 $3.91 2/7/2008 0 $0 0 $0
Richard D. Geyer(1) 3,000 0 0 $3.55 2/7/2008 0 $0 0 $0
(1) Mr. Geyer's last day as President of Williams Bridge Company was
July 20, 2007.
Directors' Fees
The Company's non-employee directors are entitled to compensation of
$20,000 per annum, payable quarterly; $250 per meeting attended in person;
$100 per telephone meeting; and $200 per committee meeting attended. The
Chairman of the Audit Committee receives an additional stipend of $500 per
month and other committee chairs receive $50 per month. Mr. Williams, III,
is an employee and does not receive the compensation previously noted. All
directors are eligible for reimbursement of traveling expenses incurred in
connection with meetings, with five such meetings normally being held each
year.
Directors Compensation
The following table sets forth compensation paid to our non-employee
directors during fiscal 2007:
(b) Fees Earned or Paid in Cash (2)(3)
(c) Stock Awards
(d) Option Awards
(e) Non-Equity Incentive Plan Compensation
(f) Change in Pension Value and Non-qualified Deferred Compensation Earnings
(g) All Other Compensation
(h) Total
Name (1) (b) (c) (d) (e) (f) (g) (h)
Stephen N. Ashman $66,295 0 (4) 0 0 0 $66,295
William J. Sim $38,812 0 (4) 0 0 0 $38,812
John A. Yerrick $37,548 0 (4) 0 0 0 $37,548
Frank E. Williams, Jr. $50,627 0 (4) 0 0 0 $50,627
(1) Frank E. Williams, III, President and Chief Executive Officer is not
included in this table because he is an employee of the Company and
received no additional compensation for his service as a director.
His compensation is shown in the Summary Compensation Table.
(2) Of these amounts, Mr. Ashman has not been paid $33,070; Mr. Sim has
not been paid $27,070; Mr. Williams Jr. has not been paid $27,670;
and Mr. Yerrick has not been paid $27,070.
(3) In September 2006, directors received promissory notes as payment for
money owed from prior years. Mr. Ashman received $32,224.35; Mr.
Sim received $10,741.45; Mr. Yerrick received $8,477.75; and Mr.
Williams Jr. received $21,956.79.
(4) In January 2003, Mr. Ashman, Mr. Sim, and Mr. Williams Jr. were each
granted 3,000 options that expire on February 7, 2008. The option
price was $3.55 per share.
In January 2005, Mr. Ashman, Mr. Sim, Mr. Yerrick and Mr. Williams Jr.
were each granted 6,000 options that expire on January 20, 2010.
Option price is $4.10.
Option Plan
Prior to 2003, the Company had a plan which allowed the issuance of
options to non-employee directors on an annual basis. The shares issued
upon exercise of these options were issued pursuant to Rule 144 of the
Securities Act of 1933. Although it is not now being utilized except for
accounting treatment for prior years, in 2003, the Company's shareholders
approved an equity compensation plan for non-employee directors, as
summarized below. The plan includes the following elements:
1. Shares Reserved. 100,000 shares of Common Stock were reserved for
issuance under the Plan. If an award lapses or the participant's rights
with respect to such otherwise terminate, any shares subject to such award
will again be available for future awards under the Plan.
2. Administration. All grants under the Plan will be determined by
the Compensation Committee of the Company.
3. Eligibility. An award may be granted to any director who is not an
employee of the Company. Directors who are employees may receive equity
awards under the Company's 1996 Incentive Compensation Plan, but not under
this Plan.
4. Awards. Under the Plan, the following types of awards may be granted.
No consideration will be paid by the participant on account of any grant.
* Restricted Stock. The Compensation Committee may grant annual awards of
shares of Common Stock bearing restrictions ("Restricted Stock") prohibiting
a transfer of the Restricted Stock for a period of time (except for certain
transfers by operation of the law not at the volition of the participant).
The Compensation Committee will establish the number of shares to be granted
to each non-employee director and the terms and conditions of each grant.
However, the fair market value of the number of shares issued to any director
in any year cannot exceed $15,000 and the non-transferability period must be
at least six months. On completion of the non-transferability period the
restrictions will expire. The grant of Restricted Stock results in Federal
taxable income to a participant or a tax deduction to the Company. When the
restrictions expire, a participant will realize ordinary taxable income in
an amount equal to the fair market value of the stock at the time the
restrictions expire, and the Company will be entitled to a corresponding
deduction.
* Options. The Compensation Committee may grant options to purchase shares
of Common Stock. The exercise price and expiration date of the options will
be determined at the discretion of the Compensation Committee, except that
the exercise price must be at least 50% of the fair market value of the stock
at the date of grant, the expiration date must be no later than 10 years
after date of grant, and the exercise price and expiration dates cannot be
changed after the date of grant. These options will be non-qualified options
not entitled to favorable Federal tax treatment under the Internal Revenue
Code.
5. Accounting Effect. Accounting principles will require that restricted
share awards be charged against earnings on a pro-rata basis over the
restrictions period and will be based on the value of the stock at the date
of grant.
6. Amendment of Plan. The Plan may be amended by the Compensation
Committee to correct typographical errors, to clarify ambiguities and to
make other such editorial changes. However, except by shareholder approval,
the Plan may not be amended: (1) to change the expiration date of the Plan;
(2) to increase the number of shares to be issued under the Plan (other than
to reflect a reorganization, stock split, merger, spin-off or similar
transaction); (3) to decrease the exercise price or change the expiration
date of outstanding options; (4) to increase the value of restricted stock
which may be issued to any participant; (5) to expand the class of
participants in the Plan; (6) to expand the types of options or award under
the Plan; or (7) to make any other amendment which materially changes the
terms of the Plan.
7. Expiration Date. The Plan will expire in 2013, ten years after its
approval by shareholders.
COMPENSATION COMMITTEE REPORT
Pursuant to rules adopted by the Securities and Exchange Commission
designed to enhance disclosure of public companies' policies toward executive
compensation, set forth below is a report submitted by the Company's
Compensation Committee addressing the Company's compensation policies with
respect to executive officers.
The Compensation Committee consisted of John A. Yerrick, Chairman, and
Stephen N. Ashman. The Compensation Committee is responsible for
establishing and administering the policies that govern annual compensation,
bonuses, stock options and all other forms of compensation for corporate
executive officers. In conjunction with the annual board organizational
meeting, which will be held in December this year, salaries are discussed
in committee, changes are recommended to the Board, and voted on by the
Board for the forthcoming calendar year.
The Compensation Committee structures executive compensation in a manner
designed to provide competitive levels of compensation and to assist the
Company in attracting and retaining qualified executives. Compensation is
a direct result of the company's performance and therefore is performance
driven. The Compensation Committee calculates executive compensation,
including bonuses, with a specific formula based on the Company's results.
Certain thresholds have to be achieved prior to the authorization for any
bonus. The Compensation Committee is generally familiar with executive
compensation paid in the Washington, D.C. metropolitan area, but has not
made a detailed comparison of the Company's executive compensation as
compared to other companies in the area or the industry. The Compensation
Committee recommends executive compensation to the full Board of Directors,
which considers substantially the same factors as the Compensation Committee
in determining whether to approve its recommendations.
The Compensation Committee has reviewed and discussed the section of this
proxy statement entitled "Compensation Discussion and Analysis" with
management. Based on this review and discussion, the Compensation Committee
has recommended to the Board of Directors that such section be included in
this proxy statement and incorporated by reference in the Company's Annual
Report on Form 10-K for the fiscal year ended July 31, 2007.
/s/ John A. Yerrick, Chairman
/s/ Stephen N. Ashman
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Williams, III is a director and the Chief Executive Officer of the
Company. Mr. H. Arthur Williams, the president of a Company subsidiary,
is the brother of Mr. Williams, III, and the son of Mr. Frank E. Williams,
Jr., a Company director. The Williams family is considered to be a
"control group" of the Company, as the term control is defined by the
Securities and Exchange Commission.
SHAREHOLDER COMMUNICATIONS WITH DIRECTORS
Shareholders may communicate with any and all members of the Company's
Board of Directors by transmitting correspondence by mail or facsimile
addressed to one or more directors by name or, for a communication to the
entire Board, to the President at the following address and fax number:
Williams Industries, Inc., P.O. Box 1770, Manassas, VA 20108; Main phone,
(703) 335-7800; facsimile, (703) 335-7802.
Communications from shareholders to one or more directors will be collected
and organized by the Corporate Secretary under procedures adopted by the
independent directors. The Corporate Secretary will forward all
communications to the President or to the identified director(s) as soon
as practicable, although communications that are abusive, in bad taste or
that present safety or security concerns may be handled differently. If
multiple communications are received on a similar topic, the Corporate
Secretary may, in her discretion, forward only representative correspondence.
The President will determine whether any communication addressed to the
entire Board of Directors should be properly addressed by the entire Board
of Directors or a committee thereof. If a communication is sent to the Board
of Directors or a committee, the Chairman of the Board or the chairman of
that committee, as the case may be, will determine whether a response to the
communication is warranted. If a response to the communication is warranted,
the content and method of the response may be coordinated with our counsel.
OTHER CORPORATE GOVERNANCE POLICIES
The Company has adopted a Code of Ethics that applies to all directors,
senior management and employees. Amendments to and waivers from, if any,
the Code of Ethics will be disclosed on the Company website. The Code of
Ethics is available on the website at http://www.wmsi.com. Shareholders
may also receive a free copy of this document by sending a written request
to Williams Industries, P.O. Box 1770, Manassas, VA 20108, Attention:
Corporate Secretary, or calling (703) 335-7800.
The Company has adopted procedures to facilitate the submission, on a
confidential and anonymous basis, of complaints, reports and concerns by
any person regarding (1) accounting, internal accounting controls or
auditing matters, (2) actual or potential violations of laws, rules or
regulations, and (3) other suspected wrongdoing, including any violation
of the Company's Code of Ethics.
CERTAIN TRANSACTIONS
Mr. Frank E. Williams, Jr., who owned or controlled approximately 51% of
the Company's stock at October 17, 2007, and is a director of the Company,
also owns controlling interests in the outstanding stock of Williams
Enterprises of Georgia, Inc., Structural Concrete Products, and Industrial
Alloy Fabricators, LLC. Additionally, Mr. Williams, Jr. owns a substantial
interest in Bosworth Steel Erectors, Inc. Revenue earned and costs incurred
with these entities during the three years ended July 31, 2007, 2006 and
2005 are reflected below. In addition, amounts receivable and payable to
these entities at July 31, 2007 and 2006 are reflected below.
(in thousands) 2007 2006 2005
------ ------ ------
Revenues $1,020 $ 680 $1,158
Billings to entities $1,096 $ 864 $1,099
Costs and expenses incurred from $ 267 $ 461 $ 319
Balance July 31,
2007 2006
------ ------
Accounts receivable $965 $843
Notes payable $ - $ 21
Accounts payable $538 $540
Billings in excess of costs
and estimated earnings
on uncompleted contracts $ 39 $ 69
The Company is obligated to the Williams Family Limited Partnership
(WFLP) under a lease agreement for real property, located in Prince William
County, Virginia. The Company currently incurs annual lease expense of
approximately $54,000. WFLP is controlled by individuals who own, directly
or indirectly, approximately 55% of the Company's stock. The lease, which
had an original term of five years and an extension option for five years,
commenced February 15, 2000. The original term was extended, by agreement,
one year to February 2006, and subsequently, on July 31, 2006, the agreement
was modified as follows: (i) the Agreement was extended through February
2010; (ii) unpaid rent aggregating approximately $200,000 was deferred until
September 30, 2007; (iii) Rent payments due after August 1, 2006
(approximately $5,500 per month), if delinquent, will be subject to a 5%
penalty on the payment amount and will accrue interest at prime plus 3%;
(iv) the option to purchase the property which the Company had under the
original lease was terminated and replaced with an equity sharing formula
which in the event of the sale of the property would yield payment to the
Company of 75% of the gain on the ten acres previously subject to the option;
and (v) in the event of a sale, Williams Bridge shall have the option to
continue its lease of the portion of the property which has been cleared
(approximately 2 acres) for the duration of the lease term. As of this
filing, the Company has not reached agreement with the WFLP on the
disposition of arrearages deferred to September 30, 2007.
During the year ended July 31, 2007, the Company borrowed $655,000 from
the WFLP and repaid $404,000. Lease and interest expenses for the three years
ended July 31, 2007, 2006 and 2005 are reflected below. Additionally, Notes
Payable and Accounts Payable, representing lease and interest payments, at
July 31, 2007 and 2006 are reflected below.
(in thousands) 2007 2006 2005
------ ------ ------
Lease expense $54 $43 $34
Interest expense $327 $157 $26
Balance July 31,
2007 2006
------ ------
Notes payable $3,323 $3,072
Accounts payable $659 $192
During the year ended July 31, 2006, the notes payable owed to the
WFLP were extended by agreement to September 30, 2007. As of this filing,
the Company has not reached agreement with the WFLP on the disposition of
amounts due at September 30, 2007.
Subsequent to the year ended July 31, 2007, the Company borrowed
$300,000 from the Williams Family Limited Partnership, payable on demand
with interest at the prime rate. Additionally, subsequent to the year
ended July 31, 2007, the Company borrowed $150,000 from Mr. Williams, Jr.,
payable on demand with the interest at the prime rate.
During the year ended July 31, 2006, the Company sold its Richmond,
Virginia property to Mr. Williams, Jr. and leased it back on a long-term
basis, with an option to buy it back for the same price on which it was sold.
Directors Frank E. Williams, Jr. and Stephen N. Ashman are shareholders
and directors of a commercial bank from which the Company obtained a $240,000
note payable on December 23, 2002. The note is payable in sixty equal
monthly payments of principal of $4,000 plus interest at 5.75% or the current
Prime rate plus 0.75%, whichever is greater. The rate at July 31, 2007 was
9%. The note, which replaced an existing note payable that had a higher
interest rate and payment, was negotiated at arms length under normal
commercial terms. Interest expense for the years ended July 31, 2007,
2006 and 2005 are reflected below. The balance outstanding at July 31, 2007
and 2006 are reflected below:
Installment obligations:
2007 2006 2005
------ ------ ------
Interest expense $ 4 $ 8 $11
Balance July 31,
2007 2006
------ ------
Note payable $21 $72
During the year ended July 31, 2007, the Company modified its agreement
with Alabama Structural Products (ASP), Inc., a company controlled by Frank
E. Williams, Jr., a director of the Company, to lease property in Gadsden,
Alabama for the expansion of S.I.P., Inc. of Delaware. The modification
increased the leased space from 21,000 square feet to 50,000 square feet,
increasing the monthly rent from $2,500 to $5,500.
During the year ended July 31, 2006, in order to resolve loan and lease
defaults, the Company sold seven previously owned or leased cranes to
FlexLease, LLC, an entity owned by Director Frank E. Williams, Jr., his
son H. Arthur Williams, President of Williams Steel Erection Company, Inc.
and General Counsel Daniel K. Maller, also a Vice President of Williams
Bridge Company. During the year ended July 31, 2007, FlexLease acquired
two additional cranes which were previously leased by the Company. One
of the cranes was subsequently sold to the Company for $165,000, with the
Company entering into a note to FlexLease for three years at the prime rate
of interest plus one percent (currently 9.25%). These transactions, which
were approved by the Company's independent directors and offered on better
terms than available from unrelated lenders or lessors, included buy-back
provisions, which will allow the Company to pursue alternate financing or
to realize a benefit in the event of a sale at a gain. These cranes support
the construction activities of the Company. The Company entered into short
term lease agreements on six cranes, one of which was subsequently sold to
a non-affiliated third party during the year ended July 31, 2006, and two
financing agreements on three cranes. Lease expense for the three years
ended July 31, 2007, 2006, and 2005 are reflected below. Additionally,
Notes Payable and Accounts Payable, representing lease payments at July
31, 2007 and 2006 are reflected below.
(in thousands) 2007 2006 2005
------ ------ ------
Lease Expense $188 $115 $ -
Interest Expense $137 $33
Balance July 31,
2007 2006
------ ------
Notes payable
Financing obligations resulting
from sale-leaseback transactions $1,106 $1,109
Accounts Payable $154 $51
During the first quarter of fiscal 2007, two of the lease agreements
were modified and extended to provide for additional $2,000 and $7,000
monthly payments, respectively, which reduce the buy-back price. The
deferred gains on the transactions with FlexLease are shown as "Financing
obligations resulting from sale-leaseback transactions" under Current and
Long Term Liabilities on the Condensed Consolidated Balance Sheet.
Directors
At July 31, 2007, the Company owed $161,000 to the non-employee members
of the Board of Directors for consulting and director fees. This sum was
included in Accounts Payable on the Company's Consolidated Balance Sheet.
At July 31, 2006, the Company owed $90,000 to the non-employee members of
the board for director and consulting fees. Of this amount, $60,000 was
included in the Current portion of Notes Payable and $30,000 was included
in Accounts Payable on the Consolidated Balance Sheets.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee of the Board of Directors is composed of three
independent directors and chaired by Stephen N. Ashman, formerly a
practicing Certified Public Accountant. John Yerrick, a retired audit
partner of Deloitte & Touche, serves as the Audit Committee's financial
expert. The Audit Committee's primary function is to oversee the
Company's system of internal controls, financial reporting practices
and audits to determine whether their quality, integrity and objectivity
are sufficient to protect stockholder interests. Each member of the
Committee is an independent director as defined by the Financial Industry
Regulatory Authority (FINRA) rules. The committee has adopted a written
charter, which has been approved by the Board of Directors, and which was
previously filed with the Securities and Exchange Commission and is available
upon request to the Company.
The Audit Committee, either in person or by conference call, met five
times during Fiscal 2007 to review the overall audit scope, plans and
results of the independent auditors, the Company's internal controls,
emerging accounting issues, expenses, and audit fees. The Committee met
separately without management present and with the independent auditors to
discuss the audit. The Committee reviewed the Company's annual financial
statements prior to issuance. Audit Committee findings are reported to
the full Board of Directors.
McGladrey & Pullen, LLP, the Company's registered public accounting firm
for 2007, is responsible for expressing an opinion on the conformity of the
Company's audited financial statements with generally accepted accounting
principles. The Committee has discussed with McGladrey & Pullen the
matters that are required to be discussed by the Statement on Auditing
Standards No. 61, as amended (Communication with Audit Committees).
McGladrey & Pullen has provided to the Committee the written disclosures
and the letter required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), and the Committee
discussed with McGladrey & Pullen that firm's independence. The
Committee is satisfied that McGladrey & Pullen does not currently
provide any non-audit services to the Company.
The Audit Committee is satisfied that the internal control system is
adequate and that the Company employs appropriate accounting and auditing
procedures. Based on these considerations, the Committee recommended to
the Board of Directors that the audited financial statements be included
in the Company's Annual Report on Form 10-K for 2007. The foregoing report
is provided by the following independent directors, who constitute the
Audit Committee:
/s/ Stephen N. Ashman, Chairman
/s/ William J. Sim
/s/ John A. Yerrick
INDEPENDENT AUDITORS
McGladrey & Pullen served as the Company's independent registered
public accounting firm during the year ended July 31, 2007 and performed
the audit for that year. In order to assure that the Company's audit fees
are competitive and consistent with necessary services, the Company's audit
committee reviews proposals from independent certified public accounting
firms, including McGladrey & Pullen, seeking to serve as the Company's
independent auditors. Representatives of McGladrey & Pullen are expected
to be present at the Annual Meeting, will have the opportunity to make a
statement and to respond to appropriate questions from stockholders.
Audit Fees. The aggregate fees to be paid to McGladrey & Pullen
for professional services rendered for the audit of the Company's annual
financial statements for the fiscal year ended July 31, 2007 (the "2007
fiscal year") and the reviews of the financial statements included in
the Company's Forms 10-Q for 2007 fiscal year will total approximately
$181,000. This fee does not include payment for any work that McGladrey
and Pullen did in relation to an audit of the Company's employee benefit plans.
Financial Information Systems Design and Implementation Fees. There
were no fees billed for professional services related to financial
information systems design and implementation by McGladrey & Pullen for the
2007 fiscal year.
Audit Related Fees. The additional audit related fees billed by
McGladrey and Pullen during fiscal year 2007 are primarily related to the
audit of the Company's Employee Savings and Benefit Plan and total
approximately $125,000.
REPORT OF COMMITTEE OF INDEPENDENT DIRECTORS
At its regular meeting on March 7, 2007, the Williams Industries
Board of Directors, after reviewing the current and future costs of
remaining a public corporation, approved the appointment of a committee
comprised of its three independent directors to explore the possibility
of taking the Company private. On March 8, 2007, the Committee of
Independent Directors held an organizational teleconference to consider
how it would proceed to explore the matter of going private. Subsequently,
in May 2007, two members of the Committee of Independent Directors met with
legal counsel to discuss the roles and responsibilities of the Committee of
Independent Directors members and seek advice as to various alternatives to
consider in a going private transaction.
The matter was discussed again at the regular meeting of the Board on
June 6, 2007 with the Committee of Independent Directors chairman reporting
on the meeting that was held with legal counsel. Further, the matter was
discussed again at the Board meeting on September 19, 2007. Neither the
Committee of Independent Directors nor the Board has reached any decision
regarding such a transaction.
/s/ John A. Yerrick, Chairman
/s/ Stephen N. Ashman
/s/ William J. Sim
OTHER MATTERS
No business other than that set forth above is expected to come before
the Annual Meeting or any adjournment thereof. Should other business
properly come before the meeting or any adjournment thereof, the proxy
holders will vote upon the same, according to their discretion and best
judgment.
COMMON STOCK PERFORMANCE
The following chart compares the value of $100 invested on August 1, 2002 in
the Company's common stock, the Russell 2000 index and a peer group Index
consisting of the common stocks issued by four companies selected by
management. The Russell 2000 index represents a broad market group which
management believes represents the Company's market capitalization. The
Peer Group was chosen as the nearest practicable representative peer group
of companies which meet Securities and Exchange Commission requirements.
However, management believes that the Company's mix of products and services
over the period represented was unique in the heavy construction industry,
with no other publicly traded company being truly comparable.
[chart not shown on EDGAR]
Year ended July 31:
2002 2003 2004 2005 2006 2007
Williams Industries 100 81.11 90.89 81.78 48.89 47.33
Peer Group index 100 139.51 193.40 433.70 697.92 1,278.78
Russell 2000 Index 100 121.30 140.48 173.22 178.52 197.78
The broad market index chosen was: Russell 2000 Index
The peer group was made up of the following companies:
Granite Construction Inc.
Meadow Valley Corp.
Perini Corp.
Schuff International, Inc.
The peer group chosen was:
Customer selected stock list
Source:
This document was compiled using publicly available historic quote data.
SHAREHOLDER PROPOSALS
Any shareholder of the Company who wishes to present a proposal to be
considered at the next Annual Meeting of Shareholders and who wishes to
have the proposal presented in the Company's Proxy Statement for such
meeting must deliver such proposal in writing to the Company's principal
executive offices not later than June 30, 2008. If the shareholder does
not want the proposal presented in the Company's proxy, the Company's
By-Laws provide that a proposal for consideration at the annual meeting
must be submitted to the Company by written notice at least sixty days
prior to the anniversary date of the preceding meeting or not later than
October 3, 2008.
MISCELLANEOUS
The management of the Company knows of no matters to be presented at
the meeting other than the election of directors. However, if other matters
come before the meeting, it is the intention of the persons named in the
accompanying proxy to vote the proxy in accordance with their judgments on
such matters, and discretionary authority to do so is included in the proxy.
AT THE WRITTEN REQUEST OF ANY RECORD HOLDER OF THE COMMON STOCK ON THE
RECORD DATE, OCTOBER 18, 2007, OR OF ANY BENEFICIAL HOLDER OF SUCH SHARES ON
SUCH DATE WHO MAKES A GOOD FAITH REPRESENTATION THAT SUCH SHAREHOLDER WAS
SUCH A BENEFICIAL HOLDER, THE COMPANY WILL SUPPLY TO SUCH A SHAREHOLDER A
COPY OF THE COMPANY'S FORM 10-K FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR THE FISCAL YEAR ENDED JULY 31, 2007. PLEASE ADDRESS ALL
REQUESTS TO WILLIAMS INDUSTRIES, INCORPORATED, P.O. BOX 1770, MANASSAS,
VIRGINIA 20108.
By order of the Board of Directors,
/ s / Marianne V. Pastor
Secretary
October 18, 2007