UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Preliminary 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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] 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):
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[ ] 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:
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4) Date Filed:
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, March 28, 2012 at the Best Western Plus Carrier
Circle, 6555 Old Collamer Road South, East Syracuse, New York 13057 for the
following purposes:
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;
Proposal 2. The ratification of the appointment of EFP Rotenberg, LLP,
Certified Public Accountants, as the Company's independent registered public
accounting firm for the 2012 fiscal year;
The Board of Directors has fixed the close of business on February 7, 2012
as the record date for the determination of shareholders entitled to notice of
and to vote at the Meeting.
Please note that the Furlong Fund has announced its intention to propose
proxy access and nominate two directors for election at the Annual Meeting.
You may receive solicitation materials from The Furlong Fund seeking your
vote. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF
THE BOARD'S NOMINEES ON THE ENCLOSED "WHITE" PROXY CARD AND URGES YOU NOT TO
SIGN OR RETURN OR VOTE ANY PROXY CARD SENT TO YOU BY THE FURLONG FUND. If you
have already voted using a proxy card sent to you by The Furlong Fund, you can
revoke it by signing and dating the enclosed "WHITE" proxy card and returning
it in the postage-paid envelope provided. Only your last-dated proxy will
count, and any proxy may be revoked at any time prior to its exercise at the
Annual Meeting as described in the accompanying Proxy Statement. By
executing and returning your "WHITE" proxy card, security holders will
relinquish the opportunity to vote on the proxy access proposal.
By order of the Board of Directors
Robert R. Andrews
Chairman of the Board
Dated: February 15, 2012
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.
MICROWAVE FILTER COMPANY, INC.
Preliminary 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,
March 28, 2012 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 Best Western Plus Carrier Circle, 6555 Old Collamer Road
South, 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 February 15, 2012 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 7, 2012 are
entitled to notice of, and to vote at, the Annual Meeting. At the record date
2,586,227 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.
Please note that the Furlong Fund has announced its intention to propose
proxy access and nominate two directors for election at the Annual Meeting.
You may receive solicitation materials from The Furlong Fund seeking your
vote. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF
THE BOARD'S NOMINEES ON THE ENCLOSED " WHITE" PROXY CARD AND URGES YOU NOT TO
SIGN OR RETURN OR VOTE ANY PROXY CARD SENT TO YOU BY THE FURLONG FUND. If you
have already voted using a proxy card sent to you by The Furlong Fund, you can
revoke it by signing and dating the enclosed " WHITE" proxy card and returning
it in the postage-paid envelope provided. Only your last-dated proxy will
count, and any proxy may be revoked at any time prior to its exercise at the
Annual Meeting as described in the accompanying Proxy Statement. By
executing and returning your "WHITE" proxy card, security holders will
relinquish the opportunity to vote on the proxy access proposal.
1
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.
A quorum at the Annual Meeting shall consist of one-third (1/3) of the
outstanding shares entitled to vote, represented either in person or proxy.
Abstentions are counted as present for the purpose of determining the
presence or absence of a quorum for the transaction of business. Votes
against a candidate and votes withheld from voting for a candidate will have
no effect on the election of directors.
If a stockholder is the beneficial owner of shares held in "street name" by
a bank or brokerage firm, such bank or brokerage firm, as the record holder of
the shares, is required to vote those shares in accordance with such
stockholder's instructions. If the stockholder does not give instructions to
such bank or brokerage firm, it will nevertheless be entitled to vote the
shares with respect to certain "discretionary" items, but will not be
permitted to vote such stockholder's shares with respect to "non-
discretionary" items. In the case of non-discretionary items, the shares will
be treated as "broker non-votes." The election of Directors is considered a
"non-discretionary" matter as it relates to broker votes.
Shares treated as broker non-votes will be included for purposes of
calculating the presence of a quorum. Otherwise, shares represented by broker
non-votes will be treated as shares not entitled to vote on a proposal. Broker
non-votes will not be counted as votes cast 'for' or votes 'withheld' for the
election of directors.
The proposal to ratify the appointment of EFP Rotenberg, LLP as the
Company's independent auditor for the fiscal year ending September 30, 2012 as
well as any other matter properly submitted to shareholders for their
consideration at the Annual Meeting, will be approved if a majority of the
votes cast at the Annual meeting are voted 'FOR' those proposals.
The cost of any solicitation will be borne by the Company. The Company has
retained Regan & Associates, Inc. to assist in the uncontested solicitation of
proxies at a fee of $6,000 (which includes expenses.) A contested
solicitation will result in additional costs and expenses estimated to be
$10,000. 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.
Deadline for Receipt of Shareholder Proposals
Proposals of shareholders which are intended to be presented by such
shareholders at the Company's 2013 Annual Meeting must be received by the
Secretary of the Company at the Company's principal executive offices no later
than November 1, 2012 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.
2
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.
Corporate Governance
Our executive officers, management and employees conduct our business under
the direction of the Chief Executive Officer and with the independent
oversight of our Board. Our Board is composed of directors who are not
employed by us, with the exception of Mr. Fahrenkrug and Mr. Jones. A non-
executive director serves as Chairman of the Board. We believe that having a
non-executive Chairman of the Board emphasizes the importance of the Board's
objectivity and independence from management and best promotes the effective
functioning of the Board's oversight role. At regularly scheduled Board
meetings, our non-employee directors meet in executive session without
management present. Our Board also ensures that we have an effective
management team in place to run the Company and serves to protect and advance
the long-term interests of our shareholders.
Oversight of risk management is a responsibility of the Board of Directors
and is an integral part of the Board's oversight of our business. The
Company's senior management is primarily responsible for managing the day-to-
day risks of the Company's business, and is best equipped to assess and manage
those risks. The Board regularly receives reports on the Company's exposure
to risk from senior management and reassesses the management of those risks
throughout the year.
Board Meetings and Committees
The Board of Directors held a total of four meetings during the fiscal year
ending September 30, 2011. One Director, Perry A. Harvey, attended less than
75% of all such meetings of the Board of Directors and of the committees of
the Board on which he served during fiscal 2011.
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
2011. The Audit Committee's charter is available on our website at
www.microwavefilter.com.
The Company's Compensation Committee currently consists of John Kennedy,
Chair, Robert Andrews, Sidney Chong and Daniel Galbally. The Compensation
Committee reviews compensation and benefits for the Company's executives. The
Compensation Committee held one meeting during fiscal year 2011.
3
The Company's Nominating Committee currently consists of Daniel Galbally,
Chair, Robert Andrews, Perry Harvey, John Kennedy 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 held one meeting during fiscal year 2011.
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 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 nine directors attended the
annual shareholders meeting.
The Company also has a standing Executive Committee.
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.
4
The following table summarizes the compensation paid to non employee
Directors for their service to the Board and its committees in fiscal 2011.
Director Compensation Table
Fees earned or
Name paid in cash
Robert R. Andrews $3,500
Trudi B. Artini $1,200
Sidney Chong $2,400
Daniel Galbally $2,400
Perry A. Harvey $600
John Kennedy $900
Frank S. Markovich $2,100
Security Ownership of Management
The following table sets forth certain information regarding beneficial
ownership of the Company's common stock as of February 7, 2012 (i) by each
Director and nominee for Director, (ii) each executive officer of the
Company named in the Executive Compensation Table below and (iii) all
Directors and Executive Officers as a group.
Names and Address of Shares Beneficially Owned
Beneficial Owner (1) Number Percent
Carl F. Fahrenkrug * 72,298 2.8%
Frank S. Markovich * 4,340 **
Daniel Galbally * 0 **
Sidney Chong * 1,000 (2) **
Robert R. Andrews * 1,214 **
Richard L. Jones * 0 **
Perry A. Harvey * 0 **
John J. Kennedy * 500 **
Anne Tindall* 0 **
Robert D. Essig 0 **
All Directors and Executive
Officers as a group (ten persons) 79,352 3.1%
*Directors of the Company.
**Denotes less than one percent of class.
(1) The business address for each of the named individuals is
6743 Kinne Street, East Syracuse, NY 13057.
(2) Includes 665 shares which Mr. Chong purchased on August 16, 2011.
5
Security Ownership of Beneficial Owners
The following table sets forth certain information regarding beneficial
ownership of the Company's common stock as of February 7, 2012 by each person
who is known to own beneficially more than 5% of the Company's common stock.
5% Shareholders Shares Beneficially Owned
Number Percent
Hummingbird Management, LLC (1) 417,578 16.1%
145 East 57th Street - 8th Floor
New York, New York 10022
(1) Based on the share information for Hummingbird Management, LLC reported
on Schedule 13D filed by them on December 16, 2009. Hummingbird Management,
LLC reported sole voting power and sole dispositive power to all such shares
and shared voting power with respect to none of the shares.
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, 2011.
6
EXECUTIVE COMPENSATION AND OTHER MATTERS
Executive Compensation
The Company's guiding compensation philosophy is to provide compensation
that rewards individual and organizational performance. The Company aims to
make executive compensation sensitive to Company performance, which is defined
in terms of revenue growth and profitability. Compensation must also be
competitive, thereby enabling the Company to attract, retain and motivate
highly-qualified individuals who contribute to the Company's success.
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 two
fiscal years ended September 30, 2011.
Annual Compensation
Salary Bonus Other
Name and Principal Position Year $ $ $(1)
Carl F. Fahrenkrug 2011 119,594 0 8,570
President and CEO 2010 120,094 0 62,929
(1) All other compensation consists of the following:
Fiscal 2011 Fiscal 2010
$ $
Accrued Vacation Paid 0 51,082
Employer Match for 401(k) Plan 7,176 10,271
Life Insurance 622 667
Accidental Death & Dismemberment and
Long-Term Disability 772 909
Mr. Fahrenkrug's salary for fiscal year 2011 and 2010 was $125,000, set by
the Board of Directors in 2007. Mr. Fahrenkrug also receives five weeks of
paid vacation each calendar year and participation in all benefits, plans and
programs available to all employees.
During both fiscal 2011 and 2010 Mr. Fahrenkrug took a voluntary pay cut due
to the downturn in business and the economic climate.
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.
7
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. All nominees have consented to be named in this proxy statement
and to serve if elected.
The name of and certain information regarding each nominee are set forth
below.
Director Principal Occupation and Qualifications
ROBERT D. ESSIG Mr. Essig is Of Counsel to the Law Firm Of Costello,
Age 66 Cooney & Fearon, PLLC in Syracuse, New York. His
primary areas of practice have been Commercial Law,
Commercial Real Estate, Environmental Law, Municipal
Law and Zoning Law. Mr. Essig graduated with honors
from Fordham University School of Law, J.D., in June
of 1975. Mr. Essig was admitted to the New York State
Bar and the Federal District Court (NDNY) in 1976. Mr.
Essig is a member of the New York State Bar
Association, the American Bar Association and the
Onondaga County Bar Association.
Mr. Essig brings over 35 years of legal expertise to
the Board of Directors.
JOHN J. KENNEDY Mr. Kennedy is the Senior Partner and Co-founder of
Age 62 Hawthorne Consulting Group, LLC, a continuous
Director since 2009 improvement consulting firmdedicated 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.
Mr. Kennedy brings to the Board extensive business
leadership experience and an intimate knowledge in
productivity and process improvement.
8
ANNE TINDALL Ms. Tindall is the founder and President of Employee
Age 58 Management Strategies, Inc. which provides a variety
Director since 2012 of comprehensive on and off-site professional human
resource services to employers. Ms. Tindall is a
graduate of the State University College at Buffalo
with a Bachelor of Arts in Human Development - Family
and Community Relations, in addition to a number of
human resource-related courses and seminars.
Ms. Tindall brings over 33 years of human resource-
related expertise to the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'FOR'
THE ELECTION OF EACH OF THE NOMINEES
9
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
Directors Whose Terms Expire in 2013
Director Principal Occupation and Qualifications
ROBERT R. ANDREWS Mr. Andrews is the President and Principal shareholder
Age 70 of Morse Manufacturing Co., Inc., East Syracuse, N.Y.
Director since 1992 which produces specialized material handling equipment
and has served in that capacity since prior to 1985.
He received a B.A. degree from Arkansas University and
has served as Vice President and a Director of the
Manufacturers Association of Central New York,
President of the Citizens Foundation, a Trustee of
DeWitt Community Church, a Director of the Salvation
Army and Chairman of the Business and Industry Council
of Onondaga Community College. Mr. Andrews was elected
Chairman of the Board of Directors of Microwave Filter
Company, Inc. on November 17,2004.
Mr. Andrews brings extensive executive, management and
operational experience as the President and Principal
shareholder of a small manufacturing company.
SIDNEY K. CHONG Mr. Chong was a corporate accountant for Carrols Corp.
Age 70 in Syracuse prior to his retirement in January 2011.
Director since 1995 Prior to joining Carrols Corp., he was a Senior
Accountant with Price Waterhouse and Co. in New York
City. Mr. Chong has a Bachelor of Science degree in
accounting from California State University.
Mr. Chong brings to the board extensive financial and
business experience and is considered an 'audit
committee financial expert' under SEC rules. Mr.
RICHARD L. JONES Chong's extensive accounting and financial knowledge
Age 63 is an invaluable asset to the Board in its oversight
Director since 2004 of the integrity of our financial statements and the
financial reporting process.
Mr. Jones was appointed a Director of Microwave Filter
Company, Inc. on September 7, 2004. Mr. Jones has
served as a Vice President and the Chief Financial
Officer of Microwave Filter Company, Inc. since
October 7, 1992. He has a Bachelor of Science degree
in accounting from Syracuse University.
Mr. Jones brings to the Board extensive financial and
business experience. His thorough knowledge of our
business and operations is an invaluable asset to the
Board.
10
Directors Whose Terms Expire in 2014
Director Principal Occupation and Qualifications
CARL F. FAHRENKRUG Mr. Fahrenkrug was appointed President and Chief
Age 69 Executive Officer of MFC on October 7, 1992. He has
Director since 1984 also served served as President and Chief Executive
Officer of NSI since prior to 1986. He served as Vice
President of Engineering at Microwave Systems, Inc.,
Syracuse, N.Y. from 1972 - 1976. Mr. Fahrenkrug has a
B.S. and M.S. in Engineering and an MBA from Syracuse
University.
Mr. Fahrenkrug brings to the Board executive
leadership and industry experience. His thorough
knowledge of our business, products, strategy, people,
operations and competition provides us with strong
leadership.
DANIEL P. GALBALLY Mr. Galbally is an accountant for Nucor Steel Auburn,
Age 64 Inc. in Auburn, N.Y. Prior to joining Nucor Steel
Director since 1995 Auburn, he was the Controller of Diamond Card
Exchange, Inc. in Syracuse, N.Y. He was the Controller
of Evaporated Metal Films (EMF) in Ithaca, N. Y.
Before joining EMF, he worked as Controller and acting
Vice President of Finance at Philips Display
Components Co. He has a B.S. degree in accounting and
an MBA from Syracuse University.
Mr. Galbally brings to the board extensive financial
and business experience and is considered an 'audit
committee financial expert' under SEC rules. Mr.
Galbally's extensive accounting and financial
knowledge is an invaluable asset to the Board in its
oversight of the integrity of our financial statements
and the financial reporting process.
FRANK S. MARKOVICH Mr. Markovich is a consultant in the manufacturing
Age 67 operations and training field. Prior to that, he was
Director since 1992 the Director of the Manufacturing Extension
Partnership at UNIPEG Binghamton. He held various high
level positions in operations, quality and product
management in a 20 year career with BF Goodrich
Aerospace, Simmonds Precision Engine Systems of
Norwich, N.Y. He completed US Navy Electronics and
Communications Schools and received an MBA from
Syracuse University.
Mr. Markovich brings to the Board extensive business
leadership experience and an intimate knowledge of
manufacturing operations, quality assurance and
product management.
11
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
EFP Rotenberg, LLP, Certified Public Accountants, as successor by merger,
effective October 1, 2009, to the registered public accounting firm Rotenberg
& Co. LLP, has served as our principal accountants since 2005. The Audit
Committee has appointed EFP Rotenberg, LLP as the Company's independent
registered public accounting firm for the fiscal year ending September 30,
2012. There have been no disagreements on any matters of accounting principles
or practices, financial statements disclosure or auditing scope or procedures
with EFP Rotenberg, LLP. None of their reports have contained an adverse
opinion or disclaimer of opinion and was not qualified or modified as to audit
scope or accounting principles.
The Board of Directors has approved the selection of EFP Rotenberg, LLP to
audit our financial statements for the fiscal year ending September 30, 2012,
and seeks shareholder ratification of such appointment. Representatives of EFP
Rotenberg, LLP are expected to be present at the Annual Meeting.
The Company's By-laws do not require that shareholders ratify the selection
of EFP Rotenberg, LLP as the Company's independent register public accounting
firm. The Board, however, is submitting the selection of EFP Rotenberg, LLP to
shareholders for ratification as a matter of good corporate practice. If
shareholders do not ratify the selection, the Audit Committee will reconsider
whether to retain EFP Rotenberg, LLP. Even if the selection is ratified, the
Board and the Audit Committee at their discretion may change the appointment
at any time during the year if they determine that such a change would be in
the best interests of the Company and its shareholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION
OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
12
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, 2011:
. The Audit Committee has reviewed and discussed with the Company's
management and the independent auditor (EFP Rotenberg, LLP) the Company's
fiscal 2011 audited financial statements;
. The Audit Committee has discussed with the Company's independent auditor
(EFP Rotenberg, LLP) the matters required to be discussed by Statement on
Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol.. 1.
AU section 380) as adopted by the Public Company accounting Board in Rule
3200T ;
. The Audit Committee has received the written disclosures and letter from
the independent auditor required by applicable requirements of the Public
Company Accounting Oversight Board regarding the auditor's communications with
the audit committee concerning independence, and has discussed with the
auditor 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, 2011.
Submitted by the Audit Committee of the Company's Board of Directors:
Sidney K. Chong, Robert R. Andrews, Daniel P. Galbally, Frank S. Markovich
13
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 2011.
Audit Fees $42,500
Financial Information Systems Design
and Implementation Fees 0
All Other Fees:
Tax Services 5,500
--------
Total fees $48,000
========
14
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: January 24, 2012
15
PROXY
This proxy is Solicited by The Board of Directors of
Microwave Filter Company, Inc.
Proxy for 2012 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
2012 Annual Meeting of the Shareholders to be held on Wednesday, March 28,
2012 at 10:00 a.m. 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
Robert D. Essig John J. Kennedy Anne Tindall
The Board of Directors recommends a vote FOR all nominees.
(2) Proposal to ratify the appointment of EFP Rotenberg, LLP as the Company's
independent auditors for the fiscal year ending September 30, 2012.
The Board of Directors recommends a vote FOR this proposal.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
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) and (2).
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 _____