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(c)(2))
[ x ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
CANNON EXPRESS, INC.
(Name of Registrant as Specified in its Charter)
CANNON EXPRESS, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ x ] $125 per Exchange Act Rules 0-11 (c)(1)(ii), 14a-6(i)(1),
or 14a-6(j)(2) or Item 22(a) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies: Not Applicable
(2) Aggregate number of securities to which transaction
applies: Not Applicable
(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): Not Applicable
(4) Estimated maximum aggregate value of transaction: Not Applicable
(5) Total fee paid: Not applicable
[ ] 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: Not Applicable
(2) Form, Schedule or Registration Statement No.: Not Applicable
(3) Filing Party: Not Applicable
(4) Date Filed: Not Applicable
CANNON EXPRESS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF SHAREHOLDERS, NOVEMBER 21, 1995
The undersigned shareholder(s) of Cannon Express, Inc. hereby appoint Dean G.
Cannon and Rose Marie Cannon, and each or either of them, the true and lawful
agents and attorneys-in-fact for the undersigned, with power of substitution,
to attend the meeting and to vote the stock owned by or registered in the name
of the undersigned, as instructed below, at the Annual Meeting of Shareholders
to be held on Tuesday, November 21, 1995 at 10:00 a.m., local time, and at any
adjournments thereof, for the transaction of the following business:
1. [ ] FOR [ ] ABSTAIN
To fix the number of directors for the fiscal year at four and to elect the
following nominees for director of the Company:
Dean G. Cannon, Rose Marie Cannon, Uvalde R. Lindsey, Roy E. Stanley
The shareholder may withhold authority to vote for any of these nominees by
lining through or striking out the name of any such nominee.
UNLESS OTHERWISE INSTRUCTED HEREON, IT IS INTENDED THAT THE PROXIES WILL VOTE
THESE SHARES FOR THE FOREGOING PROPOSALS. The proxies will vote in their sole
discretion upon such other business as may properly come before the meeting.
Please sign, date and return this proxy as soon as possible.
Dated _______________, 1995
___________________________
Signature
___________________________
Signature
Please sign exactly as name(s) appear at left. If stock is in the name of two
or more persons, each should sign. Persons signing as attorney, executor,
administrator, trustee, guardian or other fiduciary, please give full title as
such. If a corporation, then signature should be by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
CANNON EXPRESS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 21, 1995
TO THE SHAREHOLDERS OF CANNON EXPRESS, INC.:
Notice is hereby given that the Annual Meeting of Shareholders of Cannon
Express, Inc., a Delaware corporation, will be held at the main meeting room
of Boatmen's National Bank, Springdale, Arkansas on Tuesday, November 21, 1995
at 10:00 a.m., local time, for the following purposes:
1. To fix the number of directors for the ensuing year at four and to
elect four directors.
2. To consider and act upon such other business as may properly come
before the meeting and any adjournments thereof.
Only shareholders of record at the close of business on October 20, 1995 will
be entitled to vote at the Annual Meeting and any adjournments thereof.
The Company's Proxy Statement is submitted herewith. The annual report for
the year ended June 30, 1995 is being mailed to shareholders together with the
mailing of this Notice and Proxy Statement.
BY ORDER OF THE BOARD OF DIRECTORS
Dean G. Cannon,
President and Chairman of the Board of Directors
Springdale, Arkansas
October 23, 1995
YOUR VOTE IS IMPORTANT
YOU ARE URGED TO DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED FORM OF PROXY SO
THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND IN ORDER THAT
THE PRESENCE OF A QUORUM MAY BE ASSURED. THE GIVING OF SUCH PROXY DOES NOT
AFFECT YOUR RIGHT TO REVOKE IT LATER OR TO VOTE YOUR SHARES IN PERSON IN THE
EVENT YOU SHOULD ATTEND THE MEETING.
CANNON EXPRESS, INC.
1457 Robinson
Springdale, Arkansas 72765
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 21, 1995 AND ANY ADJOURNMENTS
SOLICITATION AND REVOCATION OF PROXY
The enclosed proxy, for use only at the Annual Meeting of Shareholders to be
held at the main meeting room, Boatmen's National Bank, Springdale, Arkansas
on Tuesday, November 21, 1995 at 10:00 a.m., local time, and any adjournments
thereof, is solicited on behalf of the Board of Directors of the Company.
Such solicitation is being made primarily by mail, but may also be made in
person or by telephone or telegraph by officers, directors, and regular
employees of the Company. All expenses incurred in the solicitation will be
borne by the Company.
Any shareholder executing a proxy retains the right to revoke it at any time
prior to exercise at the Annual Meeting. A proxy may be revoked at any time
before it is used, upon written notice to Rose Marie Cannon, Secretary of the
Company. If not revoked, all properly executed proxies received will be voted
at the meeting in accordance with the terms of the proxy.
This proxy material is first being mailed to shareholders on or about October
23, 1995.
OUTSTANDING STOCK AND VOTING RIGHTS
The outstanding shares of the Company as of October 6, 1995, totaled 2,161,352
Class A Common shares and 2,166,352 non-voting Class B Common shares. At the
meeting, each Class A Common shareholder will be entitled to one vote, in
person or by proxy, for each share of Class A Stock owned of record at the
close of business on October 20, 1995. The stock transfer books of the
Company will not be closed.
The enclosed form of proxy provides a method for shareholders to withhold
authority to vote for any one or more of the nominees for the Board of
Directors while still granting authority to the proxy to vote for the
remaining nominees. The names of all nominees are listed on the proxy card.
If you wish to grant the proxy authority to vote for all nominees, check the
box marked "FOR" which appears above the list of nominees. If you wish to
withhold authority to vote for all nominees, check the box marked "ABSTAIN,"
also located above the list of nominees. If you wish your shares to be voted
for some nominees and not for one or more of the others, indicate the name(s)
of the nominee(s) for whom you are withholding authority by drawing a line
through such name(s).
Shareholders are not entitled to cumulative voting with respect to the
election of directors.
As noted above, the enclosed form of proxy provides a method for
shareholders to withhold authority to vote for a director and thereby abstain
from voting. If you check the box marked "ABSTAIN", shares will be voted
neither for nor against a director but will be counted for quorum purposes.
Additionally, "broker non-votes" are not relevant to the determination of a
quorum or for determining whether the proposal to elect directors has been
approved. While there may be instances in which a shareholder will wish to
abstain, the Board of Directors encourages all shareholders to vote their
shares in their best judgment and to participate in the voting process to
the fullest extent possible.
ELECTION OF DIRECTORS; SECURITY OWNERSHIP OF MANAGEMENT
Directors are to be elected to hold office until the next annual meeting of
shareholders or until their successors are duly elected and qualified. The
Board of Directors of the Company has recommended to the Company's shareholders
that the number of Directors which shall be authorized to manage
the affairs of the Company for the ensuing year shall be four and that the
nominees listed below be elected as directors at the Annual Meeting. Assuming
a quorum is present in person or by proxy at the annual meeting, each nominee
must receive the affirmative vote of a majority of the shares of the Company's
Class A Common Stock, $.01 par value, which are present by Proxy or in person
at the Annual Meeting.
The following table sets forth the name, age, term of office as director of
the Company, and ownership of the Company's Class A Common Stock with respect
to each nominee for election to the Board of Directors, the named directors,
the named executive officers, and of the directors and executive officers of
the Company as a group. Each of the nominees listed below served as members
of the Executive Board of Directors during the last fiscal year.
Year First Class A Class B
Elected Shares Shares
Nominees and Officers Age Director Owned Percentage(2) Owned Percentage(2)
Dean G. Cannon(1) 54 1986 1,243,875 58% 1,243,875 58%
Rose Marie Cannon(1) 54 1986 1,243,875 58% 1,243,875 58%
Uvalde R. Lindsey 55 1992 * * * *
Roy E. Stanley 51 1987 * * * *
Larry L. Patrick(3) 50 N/A * * * *
All directors and executive
officers (6 persons) 1,266,882 59% 1,259,278 58%
(1) See "Principal Shareholders"
(2) Percentages are based upon 2,161,352 shares of the Company's Class A
Common Stock and 2,166,352 shares of the Company's Class B Common Stock
outstanding as of September 29,1995.
(3) Mr. Patrick is not a nominee for director.
* Denotes ownership of less than 1% of the total outstanding shares of
common stock.
Business Experience. The following is a brief summary of the business
experience of each of the nominees for director of the Company for at least
the past five years:
Dean G. Cannon has served as President and a Director of the Company since its
inception in 1981.
Rose Marie Cannon has served as Secretary, Treasurer and a Director of the
Company since its inception in 1981.
Uvalde R. Lindsey is an economic development consultant and Director of the
Northwest Arkansas Council, a regional organization dedicated to the economic
enhancement of Northwest Arkansas. After graduating from the University of
Arkansas, Mr. Lindsey owned and operated a chain of automotive parts stores in
Arkansas, Missouri and Oklahoma. After selling his businesses in 1983,
Lindsey served as Budget Officer to the Governor of the State of Arkansas and
as Executive Director of the Northwest Arkansas Economic Development District.
Roy E. Stanley holds Bachelor of Science and Master of Arts degrees from
Memphis State University and received the degree of Juris Doctor, with honors,
in 1978 from the University of Arkansas School of Law at Fayetteville. After
engaging in the private practice of law in Springdale, Arkansas for sixteen
years, in 1994 Mr. Stanley became president of Lindsey Management Company,
Inc., a real estate management company with its principal offices in
Fayetteville, Arkansas.
Rose Marie Cannon is the wife of Dean G. Cannon. Except for the foregoing, no
family relationships exist among any of the persons named above.
The Board of Directors has no reason to believe that any nominee will be
unable or unwilling to accept nomination or to serve if elected. However,
should any nominee become unable or unwilling to accept nomination or to serve
if elected, all proxies will be voted for the election of a qualified
substitute nominated by the Board of Directors.
Committees
The Company presently does not have standing nominating committees. The Board
of Directors nominates persons for director. The Board will consider
suggestions by shareholders for names of nominees to the Board of Directors
for the fiscal year ending June 30, 1997, provided that such suggestions are
made in writing and delivered to Rose Marie Cannon, Secretary of the Company,
on or before June 30, 1996.
The Company has an audit committee which is presently composed of Dean G.
Cannon, Roy E. Stanley and Uvalde Lindsey. The Audit Committee recommends
candidates to serve as the Company's auditors, reviews the reports of the
Company's auditors, and has the authority to investigate the financial and
business affairs of the Company.
The Company has a compensation committee which is presently composed of Uvalde
R. Lindsey and Roy E. Stanley. The compensation committee makes
recommendations to the Board of Directors regarding compensation for the
President and Secretary/Treasurer of the Company.
During the past fiscal year, the Board of Directors met on two occasions, the
Audit Committee met once, and the Compensation Committee met once.
PRINCIPAL SHAREHOLDERS
As of October 20, 1995, the only shareholders known to the Company to own,
directly or indirectly, more than 5% of the Company's Class A Common Stock,
the only voting class of the Company's capital stock presently outstanding,
are reflected in the following table:
Number of Shares Percent of
Beneficially Outstanding
Name and Address Owned Shares(3)
Dean G. Cannon 1,243,875(1) 58%
1457 Robinson
Springdale, Arkansas 72764
Rose Marie Cannon 1,243,875(2) 58%
1457 Robinson
Springdale, Arkansas 72764
(1) Includes 603,875 shares owned of record by Rose Marie Cannon, his wife,
and 2,500 shares held jointly by Dean and Rose Marie Cannon. Also includes
presently exercisable options to purchase 12,500 shares.
(2) Includes 625,000 shares owned of record by Dean G. Cannon, her husband,
and 2,500 shares held jointly by Rose Marie and Dean G. Cannon. Also
includes presently exercisable options to purchase 12,500 shares.
(3) Percentage based upon 2,161,352 shares of the Company's Class A Common
Stock outstanding as of September 29, 1995.
EXECUTIVE COMPENSATION
The following table is set forth with respect to all cash compensation paid or
to be paid by the Company as well as certain other compensation paid to the
Chief Executive Officer and other executive officers whose total remuneration
exceeded $100,000 during fiscal 1995.
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
Awards Payouts
Securities
Other Under-
Annual Restricted Lying All Other
Name and Principal Compen- Stock Options/ LTIP Compen-
Position Year Salary Bonus sation Award(s) SARs Payouts sation
($) ($) ($) ($) (#) ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Dean G. Cannon 1995 206,355<F1> 240,000 -0- -0- -0-/-0- -0- -0-
President, Chairman 1994 212,090<F1> 240,000 -0- -0- -0-/-0- -0- -0-
of the Board 1993 205,682<F1> 120,000 -0- -0- -0-/-0- -0- -0-
Larry L. Patrick 1995 158,173 -0- -0- -0- -0-/-0- -0- -0-
Vice-president 1994 81,208 -0- -0- -0- -0-/-0- -0- -0-
1993 68,226 -0- -0- -0- -0-/-0- -0- -0-
<FN>
<F1> Amounts shown include cash and non-cash compensation earned and received
</FN>
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
Number of Value of Unexercised
Number Unexercised Options In-the-Money Options
Shares at June 30, 1995 at June 30, 1995
Acquired Value Exercisable/ Exercisable/
Name on Exercise Realized Unexercisable Unexercisable
Dean G. Cannon -0- -0- 25,000 /-0-(1) $251,838 /$-0-(3)
Larry L. Patrick -0- -0- 12,500/25,000(2) $81,094/$162,188(3)
(1) Represent options to purchase 6,250 Class A Common shares and 6,250 Class B
Common shares granted to Dean G. Cannon and 6,250 Class A Common shares
and 6,250 Class B Common shares granted to Rose Marie Cannon under the
Company's Incentive Stock Option Plan.
(2) Represent options to purchase 18,750 Class A Common shares and 18,750
Class B Common shares granted under the Company's Incentive Stock Option
Plan.
(3) Market value of the Company's Common Stock at 06/30/95 was: Class A Common
$13.25 per share, and Class B Common $11.625 per share. Value of
unexercised options was calculated based upon the difference between the
foregoing market values and the exercise price of the options.
Each non-officer director was paid a director's fee of $200 for each meeting
of the Board or its committees which he attended. Directors do not receive
annual fees for attendance at meetings.
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Company's executive compensation program is administered by the
Compensation Committee of the Board of Directors. The members of the
compensation Committee are Uvalde R. Lindsey and Roy E. Stanley, both
non-employee directors of the company. All decisions by the Compensation
Committee relating to compensation of the Company's executive officers are
reviewed by the full board, except for decisions regarding awards under the
Company's Incentive Stock Option Plan (the "Plan"), which must be made solely
by the Committee in order for the grants to satisfy Exchange Act Rule 16b-3.
Compensation Policies
The overall compensation policy of the Company is to maximize shareholder
return by combining annual and long-term compensation to executives. The
Committee seeks to provide annual compensation which motivates executives by
recognizing and rewarding individual initiative and achievement. Long-term
compensation to executives is based on stock ownership by management.
Compensation Elements
The following alternatives were available to the Committee as compensation
elements during fiscal 1995: base salary, annual cash bonuses for fiscal 1995,
and stock options granted under the Company's Plan. Compensation paid during
fiscal 1995 reflected the Committee's emphasis of determining pay on an
individualized basis.
Base Salary. Executive's base salaries are initially determined with
reference to comparable base salaries of others in the Company's industry.
Subjective measures of performance include a review of each executive's past
and anticipated level of performance. The Committee does not attempt to
relate executive salaries to objective performance-related criteria.
Cash Bonuses. The Compensation Committee determines on an annual basis
whether to award cash bonuses to executives. While no general bonus program
existed during fiscal 1995, the Compensation Committee may elect to award
bonuses to reward individual contributions. Bonuses are awarded by the
Compensation Committee based on subjective criteria, such as a review of the
executive's past and anticipated performance. The Committee does not attempt
to relate bonuses to objective performance-related criteria.
Stock Options. The Company's long-term incentive program is based on the
Company's Plan, which was approved by shareholders in 1986. Upon selection by
the Compensation Committee, the company's key employees are eligible to
participate in the Plan. In determining whether to grant options, the
Committee reviews the options previously granted and exercised under the Plan,
the Company's performance as determined in the market price of its stock,
individual performance and potential contribution to the Company and the
perceived need of providing additional long-term incentive to key executives.
Based on these criteria, no options to acquire shares of the Company's Common
Stock were granted to executive officers during fiscal 1995.
CEO Compensation
The compensation Committee's general approach in setting Mr. Cannon's target
annual compensation is to seek to be competitive with other companies of a
similar size in the Company's industry, to recognize and reward initiative,
overall corporate performance and managerial ability, and to provide long-term
incentive to increase shareholder value. In setting Mr. Cannon's cash
compensation, the Committee reviewed the compensation of Chief Executive
Officers of other companies in the industry. The Committee targeted Mr.
Cannon's cash compensation to fall within the range of such amounts. The
Committee also considered corporate earnings based on Mr. Cannon's efforts
during fiscal 1995. Based on these factors, the Compensation Committee
determined that a $240,000 bonus was appropriate to bring Mr. Cannon's
aggregate compensation in line with that of CEOs of similarly sized and
similarly profitable companies in the industry. In addition, the bonus was
awarded in recognition that Mr. Cannon had not received a cash bonus in three
of the past five years, notwithstanding Company performance that exceeded that
of its peer group. The Committee believes that Mr. Cannon's aggregate cash
compensation is comparable with or below the external marketplace.
COMPENSATION COMMITTEE
Uvalde R. Lindsey
Roy E. Stanley
Compensation Committee Interlocks and Insider Participation
There exist no interlocking relationships on the Compensation Committee
CERTAIN RELATED TRANSACTIONS
The Company leases its offices from Dean G. Cannon and Rose Marie Cannon
pursuant to a written lease entered into and effective as of September 1,
1986. The lease provides for monthly payments of $2,000 through 1996,
cancelable by the Company on 30 days' notice and is on terms no less favorable
to the Company as could be obtained from an independent third party. The
Company has a right to purchase the facility at any time prior to expiration
of the lease in 1996 for the sum of $235,000 which equals its appraised value
as of August 15, 1986.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than 10% of a registered class
of the Company's equity securities, to file with the Securities and Exchange
Commission reports of ownership and changes in ownership of common stock and
other equity securities of the Company. Officers, directors and greater than
10% shareholders are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely upon a review of the copies of such reports furnished to the
Company, or written representations from certain reporting persons, the
Company believes that, during the 1995 fiscal year, all filing requirements
were complied with as they apply to its officers, directors and greater than
10% beneficial owners. However, it has come to the Company's attention that
Messrs. Dean Cannon, Roy Stanley and Uvalde Lindsey and Mrs. Rose Marie Cannon
failed to file Form 3 Initial Statements of Beneficial Ownership of
Securities. Corrective filings were made by each of these individuals in
June, 1995. With respect to reports for the periods since the adoption of
Item 405 of Regulation S-K in 1991, Mr. Uvalde Lindsey failed to timely file
one report covering two transactions which occurred in September, 1992.
STOCK PERFORMANCE GRAPH
The following graph sets forth the cumulative total shareholder return to the
Company's shareholders during the six-year period ended June 30, 1995, as well
as an overall stock market index (NASDAQ Market Index) and a published
industry index (NASDAQ Transportation Index).
DATE 06-90 06-91 06-92 06-93 06-94 06-95
CANNON EXPRESS 100 160 167 164 407 452
TRANSPT INDEX 100 106 129 159 163 179
MARKET INDEX 100 106 127 160 162 215
The stock performance graph assumes $100 was invested on July 1, 1990 and that
all dividends were reinvested. There can be no assurance that the Company's
stock performance will continue into the future with the same or similar
trends depicted in the graph above. The Company will not make nor endorse any
predictions as to future stock performance.
AUDITORS TO BE PRESENT
The Board of Directors has selected Baird, Kurtz & Dobson to serve as the
independent auditors of the Company for the current fiscal year. A
representative of Baird, Kurtz & Dobson is expected to be in attendance at the
Annual Meeting and will be afforded the opportunity to make a statement. The
representative will also be available to respond to appropriate questions.
SHAREHOLDER PROPOSALS
Any shareholder proposal to be presented at the 1996 Annual Meeting should be
directed to Mr. Dean G. Cannon, Chairman of the Company's Board of Directors,
and must be received by the Company on or before May 30, 1996. Any such
proposal must comply with the requirements of Rule 14a-8 of the Securities
Exchange Act of 1934.
EXPENSES OF SOLICITATION
The cost of soliciting proxies will be borne by the Company. Solicitations
may be made personally, by written communications, telephone or telegraph, and
may be made by directors, officers, and regular employees of the Company who
will not receive any additional compensation, except reimbursement of actual
expenses, in connection with such solicitation.
ADDITIONAL INFORMATION AVAILABLE
Upon written request, the Company will furnish, without charge, a copy of the
Company's Annual Report on Form 10-K for the fiscal year ending June 30, 1995,
as filed with the United States Securities and Exchange Commission, including
the financial statements and schedules thereto. The written request should be
sent to Mr. Dean G. Cannon, Chairman of the Company's Board of Directors, 1457
Robinson, P.O. Box 364, Springdale, Arkansas 72765.
OTHER MATTERS
So far as is now known, there is no business other than that described above
to be presented to the shareholders for action at the meeting. Should other
business come before the meeting, votes may be cast pursuant to proxies in
respect to any such business in the best judgment of the persons acting under
the proxies.
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE URGED TO SIGN, DATE
AND RETURN PROMPTLY THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED, WHICH
REQUIRES NO ADDITIONAL POSTAGE IF MAILED IN THE UNITED STATES.
By Order of the Board of Directors
Dean G. Cannon, Chairman
October 23, 1995