UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Microwave Filter Company, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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Microwave Filter Company, Inc.
6743 Kinne Street
East Syracuse, New York 13057
Notice of Annual Meeting of Shareholders
To the Shareholders of Microwave Filter Company, Inc.:
At the direction of the Board of Directors of Microwave Filter Company,
Inc., a New York corporation (the "Company"), notice is hereby given that the
Annual meeting of Shareholders of the Company (the "Meeting") will be held at
10:00 a.m. on Wednesday, April 8, 2009 at the Holiday Inn, Carrier Circle,
East Syracuse, New York 13057 for the purpose of voting on the following
matters:
Proposal 1. The election of 3 directors to hold office until the Annual
Meeting of the Shareholders at which their term expires or until their
successors have been duly elected.
The Board of Directors has fixed the close of business on February 20,
2009 as the record date for the determination of shareholders entitled to
notice of and to vote at the Meeting, or any adjournments thereof.
By order of the Board of Directors
Robert R. Andrews
Chairman of the Board
Dated: March 6, 2009
Syracuse, New York
YOUR VOTE IS IMPORTANT. YOU ARE THEREFORE REQUESTED TO SIGN AND RETURN THE
ENCLOSED PROXY AS PROMPTLY AS POSSIBLE, EVEN IF YOU EXPECT TO BE PRESENT AT
THE MEETING. YOU MAY WITHDRAW YOUR PROXY AT ANY TIME PRIOR TO THE MEETING, OR
IF YOU DO ATTEND THE MEETING, YOU MAY WITHDRAW YOUR PROXY AT THAT TIME AND
VOTE IN PERSON IF YOU WISH.
<page>
MICROWAVE FILTER COMPANY, INC.
Proxy Statement for Annual Meeting of Shareholders
General
The enclosed Proxy is solicited on behalf of the Board of Directors of
Microwave Filter Company, Inc. (the "Company") for use at the Company's Annual
Meeting of Shareholders (the "Annual Meeting") to be held on Wednesday, April
8, 2009 at 10:00 a.m. local time or at any adjournment or postponement
thereof, for the purposes set forth herein and in the accompanying Notice of
Annual Meeting of Shareholders. The Annual Meeting will be held at the
Holiday Inn, Carrier Circle, East Syracuse, New York 13057.
The Company's principal executive offices are located at 6743 Kinne
Street, East Syracuse, New York 13057. The telephone number at that address
is (315) 438-4700.
These proxy solicitation materials and the Annual Report to Shareholders
were first mailed on or about March 6, 2009 to all shareholders entitled to
vote at the Annual Meeting.
Record Date and Shares Outstanding
Shareholders of record at the close of business on February 20, 2009 are
entitled to notice of, and to vote at, the Annual Meeting. At the record date
2,595,213 shares of the Company's common stock were issued, outstanding and
entitled to vote at the Annual Meeting.
Availablility of Proxy Materials
Our Annual Report to Shareholders and this Proxy Statement are available
on the Company's website at www.microwavefilter.com.
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Secretary of the
Company a written notice of revocation or a duly executed proxy bearing a
later date or by attending the Annual Meeting and voting in person.
Voting and Solicitation
Every shareholder voting for the election for Directors is entitled to one
vote for each share held of record on the record date. Directors are elected
by a plurality of the votes cast at the meeting. Abstentions and broker non-
votes (as defined below) are counted as present for the purpose of
determining the presence or absence of a quorum for the transaction of
business. For the purpose of determining the vote required for approval of
matters to be voted on at the Meeting, shares held by Shareholders who
abstain from voting will be treated as being "present" and "entitled to
vote" on the matter and, thus, an abstention has the same legal effect as a
vote against the matter. However, in the case of a broker non-vote or
where a Shareholder withholds authority from his proxy to vote the
proxy as to a particular matter, such shares will not be treated as "present"
and "entitled to vote" on the matter. Accordingly, a broker non-vote or the
withholding of a proxy's authority will have no effect on the outcome of the
vote on the matter. A "broker non-vote" refers to shares represented at the
Meeting in person or by proxy by a broker or nominee where such broker or
nominee (i) has not received voting instructions on a particular matter from
the beneficial owner or persons entitled to vote; and (ii) the broker or
nominee does not have discretionary voting power on such matter.
The cost of this solicitation will be borne by the Company. The Company
has retained Regan & Associates to assist in the solicitation of proxies at a
fee of $3,750 (which includes expenses.) In addition, the Company may
reimburse brokerage firms and other persons representing beneficial owners of
shares for their expenses in forwarding solicitation material to such
beneficial owners. Proxies also may be solicited by certain of the Company's
directors, officers and regular employees, without additional compensation,
personally or by telephone or by telegram.
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Deadline for Receipt of Shareholder Proposals
Proposals of shareholders which are intended to be presented by such
shareholders at the Company's 2010 Annual Meeting must be received by the
Secretary of the Company at the Company's principal executive offices no later
than November 6, 2009 in order to be included in the proxy soliciting material
relating to that meeting. Such proposals should be sent by certified mail,
return receipt requested.
Shareholder Communications with Directors
Shareholders who want to communicate with the Board or an individual
director can write to: Richard Jones, Corporate Secretary, Microwave Filter
Company, Inc., 6743 Kinne Street, East Syracuse, New York 13057. Your letter
should indicate that you are a shareholder of Microwave Filter Company, Inc.
Depending on the subject matter, management will:
Forward the communication to the director or directors to whom it is
addressed; or
Attempt to handle the inquiry directly, for example, requests for
information or stock-related matters.
<page>
Board Meetings and Committees
The Board of Directors held a total of five meetings during the fiscal
year ending September 30, 2008. No Director attended fewer than 75% of all
such meetings of the Board of Directors and of the Committees, if any, on
which such Directors served.
The Company's Audit Committee currently consists of Sidney Chong, Chair,
Daniel Galbally, Frank S. Markovich and Robert R. Andrews. All members of the
Audit Committee are independent of management (as independence is defined in
the Nasdaq listing standards). The purpose of the Audit Committee is to assist
the Board of Directors' oversight of the Company's accounting and financial
reporting processes and the audits of the Company's financial statements. The
Audit Committee operates pursuant to a Charter approved by the Company's Board
of Directors. The Audit Committee held four meetings during fiscal year
2008. The Audit Committee's charter is available on our website at
www.microwavefilter.com.
The Company's Compensation Committee currently consists of Trudi B.
Artini, Chair, Robert Andrews, Sidney Chong and Daniel Galbally. The
Compensation Committee reviews compensation and benefits for the Company's
executives. The Compensation Committee did not hold a meeting during fiscal
year 2008.
The Company's Nominating Committee currently consists of Daniel Galbally,
Chair, Robert Andrews and Frank S. Markovich. All members of the Nominating
Committee are independent of management ( as independence is defined in the
Nasdaq listing standards). The Nominating Committee operates pursuant to a
Charter approved by the Company's Board of Directors. The Nominating Committee
did not hold a meeting during fiscal year 2008.
When considering a potential candidate for membership on our Board, the
Nominating Committee considers relevant business and industry experience and
demonstrated character and judgement. There are no differences in the manner
in which the Nominating Committee evaluates a candidate that is recommended
for nomination for membership on our Board by a shareholder. The Nominating
Committee has not received any recommended nominations from any of our
shareholders in connection with the Annual Meeting.
The Nominating Committee will consider shareholder nominations for
directors in writing to our corporate secretary prior to the meeting. To be
timely, the notice must be delivered within the time period permitted for
submission of a stockholder proposal as described under "Shareholder
Proposals." Such notice must be accompanied by the nominee's written consent,
contain information relating to the business experience and background of the
nominee and contain information with respect to the nominating shareholder and
persons acting in concert with the nominating shareholder.
The Nominating Committee is responsible for recommending to our full Board
of Directors nominees for election of directors. To fulfill this role, the
committee interviews, evaluates and recommends individuals for membership on
our Board and committees thereof.
Each of the Company's directors is encouraged to attend the annual meeting
of shareholders in person. Last year seven of eight directors attended the
annual shareholders meeting.
The Company also has a standing Executive Committee.
<page>
Compensation of Directors
Non-officer Directors currently receive fees of $300.00 per board meeting
and $300.00 per committee meeting. MFC also reimburses Directors for
reasonable expenses incurred in attending meetings. The Chairman of the Board
currently receives fees of $500.00 per board meeting and $500.00 per committee
meeting. Officer members receive no compensation for their attendance at
meetings.
The following table summarizes the compensation paid to non employee
Directors for their service to the Board and its committees in fiscal 2008.
Director Compensation Table
Fees earned or
Name paid in cash
Robert R. Andrews $4,500
Trudi B. Artini $1,200
Sidney Chong $2,700
Daniel Galbally $2,700
Perry A. Harvey $1,200
Frank S. Markovich $2,400
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding beneficial
ownership of the Company's common stock as of February 20, 2009 (i) by each
person who is known by the Company to own beneficially more than 5% of the
Company's common stock, (ii) each Director of the Company and (iii) all
Directors and Executive Officers as a group.
Directors, Officers Shares Beneficially Owned
5% Shareholders Number Percent
Trudi B. Artini * 32,435 1.2%
Carl F. Fahrenkrug * 72,298 2.8%
Frank S. Markovich * 4,340 **
Daniel Galbally * 0 **
Sidney Chong * 335 **
Robert R. Andrews * 1,214 **
Richard L. Jones * 0 **
Perry A. Harvey * 0 **
John J. Kennedy * 0 **
All Directors and Executive
Officers as a group (ten persons) 110,622 4.3%
*Directors of the Company.
**Denotes less than one percent of class.
<page>
EXECUTIVE COMPENSATION AND OTHER MATTERS
Executive Compensation
The following table sets forth the annual and long-term compensation of
the Company's Chief Executive Officer for services to the Company during the
three fiscal years ended September 30, 2008.
Annual Compensation
Salary Bonus Other
Name and Principal Position Year $ $ $
Carl F. Fahrenkrug 2008 128,728 0 0
President and CEO 2007 122,534 0 0
2006 116,188 0 0
Option Grants and Exercises
There were no options granted or exercised by the executive officer listed
in the executive compensation table above during the last fiscal year.
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee was or is an officer or employee
of the Company or any of its subsidiaries.
Compliance with Section 16(a) of the Securities Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors and persons who own more than 10%
of a registered class of the Company's equity securities, to file reports of
ownership and changes of ownership with the Securities and Exchange Commission
and the National Association of Securities Dealers, Inc. Such officers,
directors and 10% shareholders are also required by SEC Rules to furnish the
Company with copies of all Section 16(a) forms that they file. Based solely on
its review of such reports received by it, the Company believes that its
officers, directors and 10% shareholders complied with all Section 16(a)
filing requirements for the fiscal year ended September 30, 2008.
<page>
PROPOSAL ONE
ELECTION OF DIRECTORS
Nominees
Three Directors are to be elected at the Annual Meeting. Unless otherwise
instructed, the proxy holders will vote the proxies received by them for the
three nominees named below, all of whom are presently Directors of the
Company. In the event that any nominee is unable or declines to serve as a
Director at the time of the Annual Meeting, the proxies will be voted for any
nominee who shall be designated by the present Board of Directors to fill the
vacancy. A term of office of three years for each person elected as a Director
will continue to the Annual Meeting of Shareholders at which their term
expires or until his or her successor has been elected and qualified. It is
not expected that any nominee will be unable or will decline to serve as a
Director.
The name of and certain information regarding each nominee are set forth
below.
Director Principal Occupation
TRUDI B. ARTINI Mrs. Artini is an independent investor in MFC and
Age 86 various other business enterprises in Syracuse,
Director since 1974 New York.
PERRY A. HARVEY Mr. Harvey is a consultant in global strategic
Age 57 business planning and productivity and process
Director since 2007 improvement. He holds a Master of Science in
Metallurgical Engineering and a Metallurgical
Engineering Degree from the University of
Wisconsin. He served as President of ESCO Turbine
Technologies Group (TTG), Syracuse, New York from
2000 - 2007. He has served as a board member and
president of the Investment Casting Institute and
a board member of the Manufacturers Association of
Central New York and the Foundry Educational
Foundation Board.
JOHN J. KENNEDY Mr. Kennedy is the Senior Partner and Co-founder
Age 59 of Hawthorne Consulting Group, LLC, a continuous
Director since 2009 improvement consulting firm dedicated to the
education and training of business owners,
managers and their employees in the concepts of
the Toyota Production System. Prior to that, Mr.
Kennedy was a senior consultant with Seven Pines
Consulting Group/Rutherford Associates. He has
also held various management positions with Orion
Bus Industries Ltd, General Motors Corp. and the
Miller Brewing Company. He holds an MBA from
Syracuse University and a BS degree from the
University of Pennsylvania.
<page>
REPORT OF AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Audit Committee operates pursuant to a Charter approved by the
Company's Board of Directors. The Audit Committee reports to the Board of
Directors and is responsible for overseeing financial accounting and
reporting, the system of internal controls established by management and the
audit process of the Company. The Audit Committee Charter sets out the
responsibilities, authority and specific duties of the Audit Committee. The
Charter specifies, among other things, the structure and membership
requirements of the Committee, as well as the relationship of the Audit
Committee to the independent accountants and management of the Company.
The Audit Committee consists of four members, all of whom have been
determined by the Board of Directors to be "independent" under the NASDAQ
listing standards as previously in effect and as amended. The Committee
members do not have any relationship to the Company that may interfere with
the exercise of their independence from management and the Company. The Board
of Directors of Microwave Filter Company, Inc. has determined that Mr. Chong
and Mr. Galbally, both members of the Audit Committee, are "audit committee
financial experts" as defined by the SEC's regulations. None of the Committee
members are current officers or employees of the Company or its affiliates.
Audit Committee Report
The Audit Committee of the Company's Board of Directors has issued the
following report with respect to the audited financial statements of the
Company for the fiscal year ended September 30, 2008:
. The Audit Committee has reviewed and discussed with the Company's
management the Company's fiscal 2008 audited financial statements;
. The Audit Committee has discussed with the Company's independent
auditors (Rotenberg & Co. LLP) the matters required to be discussed by
Statement on Auditing Standards No. 61, as amended by SAS No. 90;
. The Audit Committee has received the written disclosures and letter from
the independent auditors required by Independence Standards Board No. 1 (which
relates to the auditor's independence from the Company and its related
entities) and has discussed with the auditors their independence from the
Company; and
. Based on the review and discussions referred to in the three items
above, the Audit 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 the fiscal year ended September 30, 2008.
Submitted by the Audit Committee of the Company's Board of Directors:
Sidney K. Chong, Robert R. Andrews, Daniel P. Galbally, Frank S. Markovich
<page>
FEES PAID TO INDEPENDENT AUDITORS
Set forth below are the aggregate fees billed for professional services
rendered to the Company by its independent auditors for fiscal 2008.
Audit Fees $38,500
Financial Information Systems Design
and Implementation Fees 0
All Other Fees:
Tax Services 4,600
-------
Total fees $43,100
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Other Matters
The Company knows of no other matters to be submitted at the meeting. If
any other matters properly come before the meeting, it is the intention of the
persons named in the enclosed proxy to vote the shares they represent as the
Board of Directors may recommend.
THE BOARD OF DIRECTORS
Dated: March 6, 2009
<page>
PROXY
This proxy is Solicited by The Board of Directors of Microwave Filter
Company, Inc.
Proxy for 2009 Annual Meeting of Shareholders
The undersigned hereby appoints Robert R. Andrews and Carl F. Fahrenkrug
proxies of the undersigned, with full power of substitution, to vote shares of
common stock of the Company which the undersigned is entitled to vote at the
2009 Annual Meeting of the Shareholders to be held on Wednesday, April 8, 2009
at 10:00 a.m. and any adjournments thereof as follows:
(1) ELECTION OF DIRECTORS
Instructions: To vote for all nominees, place an X in box number 1. To
withhold authority to vote for any individual nominee, place an X in box
number 2, and draw a line through his/her name in the list below.
1. [ ] For All Nominees
2. [ ] For All Nominees Except Those With A Line Through Their Name
Trudi B. Artini Perry A. Harvey John J. Kennedy
In their discretion, the proxies are authorized to vote upon other matters
properly coming before the meeting or any adjournments thereof.
This proxy will be voted as directed by the undersigned. IF NO DIRECTION IS
GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSAL (1).
NOTE: Please date and sign exactly as your name or names appear below and
return in the enclosed postage paid envelope.
When signing as an Attorney, Executor, Trustee, Guardian or Officer of a
Corporation, please give title as such.
_________________________ _________
Signature Date
_________________________ _________
Signature if held jointly Date
IMPORTANT: To assist the Company in planning the Annual Meeting please check
the following:
I plan to attend the Annual Meeting _____
I do not plan to attend the Annual Meeting _____