SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. ___ )
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-12
Kavilco Incorporated
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[x] No fee required
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2) Aggregate number of securities to which transaction applies:
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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
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[LOGO]
KAVILCO INCORPORATED
OCTOBER 5, 2009
RE: ANNUAL MEETING
NEW LOCATION
Dear Shareholder:
You are invited to attend Kavilco's 36th Annual Meeting to be held on November
7, 2009 at CAPE FOX LODGE in Ketchikan, Alaska. Details about the meeting are
described in the enclosed Notice of Annual Meeting and Proxy Statement.
We strongly encourage you to attend the Annual Meeting. Attendance at our
shareholder meetings helps to maintain good communication and understanding.
Chief Financial Officer Scott Burns and I will be there to report on current
operations and discuss future plans. We will also provide time for your
questions and comments.
Voting is one of your most important rights as a shareholder and I encourage you
to exercise your right to vote in this election. Even if you plan to attend the
Annual Meeting, we urge you to vote your proxy as soon as possible.
Your strong support for your Corporation is respectfully requested.
Sincerely,
/s/ Louis A. Thompson
Louis A. Thompson
President\Chief Executive Officer
[LOGO]
KAVILCO INCORPORATED
600 University Street, Suite 3010
Seattle, WA 98101-1129
NOTICE OF 36th ANNUAL MEETING
DATE: November 7, 2009
REGISTRATION: 11:00 a.m. - 12 noon
MEETING BEGINS: 1:00 p.m.
PLACE: Cape Fox Lodge, 800 Venetia Way, Ketchikan, Alaska
ITEMS OF BUSINESS: (1) To elect three (3) Directors to Class II, with a
term expiring in 2012. Incumbents are John Campbell,
Kenneth Gordon and Louis Jones, Sr.
(2) To ratify the Company's selection of independent
public accountants.
(3) To consider such other business as may properly
come before the meeting or any adjournments thereof.
RECORD DATE: You are entitled to vote if you were a shareholder at the
close of business on October 5, 2009.
VOTING BY PROXY: Promptly complete, sign and return the enclosed proxy in the
postage paid envelope provided even if you plan to attend
the meeting. You may still vote in person at the meeting
even though you have previously signed and mailed a proxy.
THIS PROXY STATEMENT AND PROXY CARD ARE BEING DISTRIBUTED ON OR ABOUT OCTOBER 5,
2009.
By order of the Board of Directors,
/s/ John Campbell
John Campbell
Secretary
[LOGO]
KAVILCO INCORPORATED
600 University Street, Suite 3010
Seattle, WA 98101-1129
PROXY STATEMENT
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING
Q. WHY AM I RECEIVING THESE MATERIALS?
A. The Board of Directors of Kavilco Inc. is providing these proxy materials
to you in connection with the solicitation by the Board of proxies to be
voted at Kavilco's Annual Meeting. Only shareholders of record holding
Class A shares at the close of business on October 5, 2009 are entitled to
vote. As a shareholder with Class A shares you are urged to vote on the
proposals described in this proxy statement. All shareholders should
complete and mail their proxy even if they plan to attend the meeting. The
bylaws of the Corporation state that at least a majority of the total
number of shares of Class A stock must be present, either in person or by
proxy, to establish a quorum at the meeting. Conducting business will begin
when a quorum is established.
Q. WHAT IS THE QUORUM REQUIREMENT OF THE MEETING?
A. The quorum requirement for holding the meeting and transacting business is
a majority (50% plus one (1) vote) of the shares of Class A stock. The
shares may be present in person or by proxy. Kavilco currently has
11,576.83 shares outstanding of Class A stock. Kavilco knows of no person
to be the beneficial owner of more than 5% of the outstanding shares of the
Company.
Q. WHAT IS A PROXY?
A. PROXY - 1. The authority to act for another, as in voting; 2. A document
so authorizing one or a person so authorized.
By completing and returning the enclosed proxy card, you will authorize the
Board members elected during our last Annual Meeting, a majority of them or
any of them acting alone in the absence of others to vote your shares for
you. As your proxy, you are authorizing them to vote all of your shares
with all the powers you would have if you were personally present. If you
do not want to appoint the individuals named in the proxy card to act as
your proxy (that is to vote your shares for you) you may, as provided in
the bylaws, appoint someone else to act as your proxy by giving that person
a written authorization to vote your shares of stock on your behalf at the
Annual Meeting. Proxies may also be solicited personally, by telephone, by
employees, officer and agents of the Company.
Unless otherwise instructed, the proxy holders will vote proxies received
by them for these nominees. In the event any nominee should not be
available for election, the discretionary authority provided in the proxy
will be exercised to vote for such other person(s) as may be designated by
the present Board of Directors.
Q. HOW CAN I VOTE MY SHARES?
A. Each Class A shareholder is entitled to one (1) vote for each share owned
and may vote the total number of his or her shares for as many persons as
there are directors being elected. Alternatively, shareholders are entitled
to cumulative voting and may give a nominee as many votes as equal to the
number of directors to be elected multiplied by the number of shares owned.
Also, shareholders may allocate these votes on the same principle among any
number of nominees. Using the sample proxy card included in this packet of
materials, complete the Proxy card with your name on it and mail it to
Kavilco's Inspector of Elections in the enclosed envelope.
Q. CAN I CHANGE MY VOTE?
A. If you change your mind after voting, you may revoke your proxy and change
your proxy instructions prior to the Annual Meeting, either by telephoning
Scott Burns, Chief Financial Officer at Kavilco's Seattle office; providing
a written statement to Kavilco at the address above; or by voting again at
the meeting.
Q. WHO WILL COUNT THE VOTE?
A. Representatives of Mecham, Richardson & Company will tabulate the votes and
act as the Inspectors of Election.
Q. WHO WILL BEAR THE COST OF SOLICITING VOTES AND SEC COMPLIANCE FOR THE
MEETING?
A. Kavilco Incorporated will pay the entire cost of preparing, assembling,
printing, mailing and distributing these proxy materials as well as
submitting it to the Securities and Exchange Commission for review.
Q. MAY I PROPOSE ACTIONS FOR CONSIDERATION AT NEXT YEAR'S ANNUAL MEETING OR
NOMINATE INDIVIDUALS TO SERVE AS DIRECTORS?
A. You may submit proposals for consideration at future shareholder meetings
as follows:
* TO BE INCLUDED IN THE PROXY STATEMENT. In order for a shareholder
proposal to be considered for inclusion in Kavilco's proxy statement for
next year's Annual Meeting, the written proposal must be received by the
Secretary no later than June 8, 2010. These proposals must be in writing
and sent to: Kavilco Incorporated, 600 University Street, Suite 3010,
Seattle, Washington 98101-1129. These proposals also will need to comply
with Securities and Exchange Commission regulations regarding the
inclusion of shareholder proposals in Company-sponsored proxy materials.
* TO BE RAISED FROM THE FLOOR. Similarly, in order for a shareholder
proposal to be raised from the floor during next year's Annual Meeting,
the shareholder's written notice must be received by the Secretary
before August 10, 2010 and sent to: Kavilco Incorporated, 600 University
Street, Suite 3010, Seattle, Washington 98101-1129. The proposal must
comply with Securities and Exchange Commission regulations.
Pursuant to regulations, this proxy and accompanying materials have been
submitted to the Securities and Exchange Commission for review in conjunction
with this mailing.
PROPOSALS TO BE VOTED ON
(1) ELECTION OF DIRECTORS
Kavilco's bylaws provide that the corporation shall be managed by a Board of
Directors composed of nine (9) members elected in three classes, each consisting
of three (3) members. The election of directors is staggered so that only three
(3) directors are elected each year. The Board of Directors recommends the
election of the three nominees listed below, all of who are presently Board
members, to serve a three- (3-) year term and until their successors are elected
and qualified:
John Campbell
Kenneth Gordon
Louis Jones, Sr.
Unless otherwise instructed, the proxy holders will vote proxies received by
them for these nominees. In the event any nominee should not be available for
election, the discretionary authority provided in the proxy will be exercised to
vote for such other person(s) as may be designated by the present Board of
Directors.
BOARD STRUCTURE AND COMPENSATION
The Board officers as defined by the corporate by-laws are President/Chairman,
Vice President, Secretary and Treasurer. However, Kavilco does not currently
have a Treasurer, but employs a Chief Financial Officer. The Board
President/Chairman also is employed as Chief Executive Officer. The Board of
Directors recommends the election of the Class II incumbents: John Campbell,
Kenneth Gordon and Louis Jones, Sr.
All cash compensation paid by the Company for the year ended December 31, 2008,
to each of the most highly paid Executive Officers, whose cash compensation
exceeds $60,000.00, and to all executive officers as a group, is as shown in the
following table:
CASH COMPENSATION TABLE
(A) (B) (C)
Name of Individual Capacities in Cash
Or Number in Group Which Served Compensation
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Louis A. Thompson Chief Executive $ 90,826
Officer, Chairman and
President
Scott Burns Chief Financial $ 130,360
Officer
All the executive officers as a group
(2 persons) $ 221,186
COMPENSATION PURSUANT TO PLANS
The Company has a retirement plan for its employees that is a defined
contribution plan with the annual contribution being equal to 20% of the
participant's salary. All contributions are pooled in a brokerage trust account
held at Charles Schwab.
INFORMATION AS TO NOMINEES AND CONTINUING DIRECTORS
On the Record Date, there were 11,576.83 shares of Class A Stock of the Company
outstanding. The following table shows the beneficial ownership of the officers
and directors of the Company, individually and as a group, of Class A stock as
of October 5, 2009:
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Term Principal Amount of
Positions Office Occupation & Beneficial
& Offices as Employment Ownership/%
with the Director Director During Past of Class A
Name Company Class Expires Since Five Years on 10/05/09
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Louis A. President III 2010 1972 Chief 137
Thompson /CEO Executive 1.18%
Age 73 Officer
Louis Director/ II 2009 1979 Retired Chief 120
Jones, Sr. Vice Engineer 1.04%
Age 71 President Alaska Marine
Hwy
John Director/ II 2009 1994 Police 162
Campbell Secretary Officer 1.39%
Age 40
Jeane Director I 2011 1993 English 130
Breinig Professor 1.08%
Age 54 University
of Alaska
Kenneth Director II 2009 1994 Realtor 100
Gordon 0.86%
Age 49
Ramona Director I 2011 1973 Office 150
Hamar Manager for a 1.29%
Age 66 Dentist's
Office
Laird A. Director III 2010 1994 Economic 109
Jones Development 0.94%
Age 54 Coordinator
Melanie Director III 2010 1997 Sign Shop 100
Locklear Owner 0.86%
Age 40
Marie K. Director I 2011 2003 Human 100
Miller Resources 0.86%
Age 44 Manager
Scott Chief Chief - 0 -
Burns Financial Financial - 0 -%
Age 63 Officer Officer for
Kavilco
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FAMILY RELATIONSHIPS
BOARD MEMBER RELATIONSHIP
Louis A. Thompson, No relationship to any Board Members
President/CEO
Louis Jones, Sr., 1st Cousin to Laird Jones and
Vice President Jeane Breinig
Brother to Ramona Hamar
John Campbell, 1st Cousin to Kenneth Gordon
Secretary
Jeane Breinig, 1st Cousin to Laird Jones,
Director Ramona Hamar
and Louis Jones, Sr
Kenneth Gordon, 1st Cousin to John Campbell
Director
Ramona Hamar, 1st Cousin to Laird Jones and
Director Jeane Breinig
Sister to Louis Jones, Sr.
Laird Jones, 1st Cousin to Jeane Breinig,
Director Ramona Hamar
and Louis Jones, Sr.
Melanie Locklear, Sister to Marie Miller
Director
Marie Miller, Sister to Melanie Locklear
Director
The Securities and Exchange Commission Section 8.08[3][b] requires "if any of
the persons listed are related by blood, marriage or adoption (up through first
cousins), the relationship must be explained."
Laird Jones, John Campbell and Jeane Breinig also serve on the Board of
Directors of Kasaan Haida Heritage Foundation. None of Kavilco's other Directors
hold directorships anywhere else.
The Company does not have an auditing, nominating or compensation committee.
However the Board of Directors reviews annually the auditor's independence
letter, management letter, statement of auditing standards letter and internal
control memo. The Board of Directors selects nominees from incumbent Directors
of the Company. The Board of Directors review employees' compensation every
three years and occasionally reviews per diem and fees. The last review and
subsequent increase took place in March 2007.
The Board of Directors held six regular bimonthly meetings for the year ended
December 31, 2008.
COMPENSATION OF DIRECTORS
Each officer and director receives $1,100 in fees and $500 in per diem for each
meeting they attend. In addition the Company pays for up to four (4) days of
travel and hotel expenses to attend the meetings. Several Directors also
participate in a Company medical insurance program.
(2) RATIFICATION OF INDEPENDENT PUBLIC Accountants
The approval of selection of Moss Adams LLP as independent public accountants of
the Company is voted on by the Board of Directors at their Board Meeting prior
to the Annual Meeting. Shareholders are asked to approve or ratify this
selection. Unless the proxy holders are instructed otherwise, proxies will vote
for the selection of Moss Adams LLP as independent public accountants. If this
selection is not approved, the Board of Directors intends to take the matter
under advisement. No representative of Moss Adams LLP is expected to be present
at the Annual Meeting.
Kavilco paid Moss Adams LLP $5,300.00 for income tax preparation and $25,873.50
for audit services for the fiscal year ended December 31, 2008 for a total of
$31,173.50.
OTHER MATTERS
The Board of Directors knows of no matters, other than those mentioned in the
proxy, to be brought before the meeting. However, if other matters do properly
come before the meeting, it is the intention of the proxy holders to vote
proxies according to their best judgment.
By Order of the Board of Directors
/s/ Louis A. Thompson
Louis A. Thompson
President
Seattle, Washington
October 5, 2009
KAVILCO INCORPORATED PROXY
Solicitation by the Board of Directors for the 2009 Annual Meeting of
Shareholders
As to matters 1 and 2, discretionary authority is hereby granted to any such
matter as to which no choice is indicated. Discretionary authority is hereby
granted as to any other matters that may lawfully come before the meeting.
Management knows of no other matters to be considered by the Shareholders.
CHECK BOX (A) OR (B)
(1)
(A) [ ] TO VOTE DISCRETIONARY for the election of three Nominees as set
forth in the Board of Directors' Proxy Statement for the three-year
terms ending in 2012. The undersigned hereby appoints Jeane Breinig,
Ramona Hamar and Marie Miller, or any of them, Proxies for the
undersigned to vote on their behalf.
(B) [ ] TO VOTE DIRECTED in the manner set forth below for the election
of the Nominees below for the Board of Directors of the Corporation
for three-year terms ending in 2012.
Nominee Number of Shares X 3 = Number of Votes Cast
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John Campbell --------------- X 3 -----------------
Kenneth Gordon --------------- X 3 -----------------
Louis Jones, Sr. --------------- X 3 -----------------
(2) To ratify the selection of Moss Adams LLP as the independent public
accountants for the Company.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
THE BOARD OF DIRECTORS MAKES THE FOREGOING PROPOSALS AND THE PROXY IS SOLICITED
BY THE BOARD OF DIRECTORS AND WILL BE VOTED AS SPECIFIED.
PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE POSTAGE PAID ENVELOPE
PROVIDED.
Name: Date , 2009
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Class:
# of Shares: SIGNATURE:
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Sign here exactly as name appears to the left
As custodian for:
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(Minor's name of applicable)
When signing as custodian for a minor, or as executor,
administrator, attorney, trustee or guardian, please
write your full title as such. If your name appears as
"John A. Smith, Sr., as custodian for John A. Smith,
Jr.," sign "John A. Smith, Sr., as custodian for John
A. Smith, Jr."