def14a
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 þ
Filed by a Party other than the Registrant o
Check the appropriate box:
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o Preliminary Proxy Statement
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Confidential, for Use of the Commission Only |
þ Definitive Proxy Statement
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(as permitted by Rule 14a-6(e)(2)) |
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o Soliciting Material Pursuant to § 240.14a-12 |
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SERVIDYNE, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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TABLE OF CONTENTS
SERVIDYNE,
INC.
Atlanta, Georgia
NOTICE OF ANNUAL
MEETING OF SHAREHOLDERS
To Be Held On August 25, 2010
The Annual Meeting of Shareholders of SERVIDYNE, INC. (the
Company) will be held on Wednesday, August 25,
2010, at 11:00 A.M., Atlanta time, at the Companys
Corporate Headquarters, 1945 The Exchange, Suite 300,
Atlanta, Georgia, for the purpose of considering and voting upon
the following:
(1) The election of five (5) Directors to constitute
the Board of Directors until the next Annual Meeting and until
their successors are qualified and elected.
(2) Such other matters as may properly come before the
Meeting or any and all adjournments thereof.
The Board of Directors has fixed the close of business on
July 12, 2010, as the Record Date for the determination of
the shareholders who will be entitled to notice of and to vote
at this Annual Meeting of Shareholders or any and all
adjournments thereof.
BY ORDER OF THE BOARD OF DIRECTORS
Alan R. Abrams
Chairman of the Board
Chief Executive Officer
Atlanta, Georgia
July 28, 2010
IMPORTANT
YOUR PROXY IS ENCLOSED.
PLEASE DATE, SIGN AND MAIL THE ENCLOSED PROXY PROMPTLY.
NO POSTAGE IS REQUIRED IF MAILED
IN THE UNITED STATES IN THE ACCOMPANYING ENVELOPE.
IMPORTANT NOTICE
REGARDING THE AVAILABILITY OF PROXY
MATERIALS FOR THE SHAREHOLDER MEETING
TO BE HELD ON AUGUST 25, 2010.
The proxy
statement and annual report to shareholders are available at:
https://www.servidyne.com/proxydocs
SERVIDYNE,
INC.
1945 The
Exchange
Suite 300
Atlanta, Georgia
30339-2029
PROXY
STATEMENT
The following information is furnished in connection with the
solicitation of proxies by the Board of Directors (the
Board) of the Company for the Annual Meeting of
Shareholders (the Meeting) to be held on Wednesday,
August 25, 2010, at 11:00 A.M., Atlanta time, at the
Companys Corporate Headquarters, 1945 The Exchange,
Suite 300, Atlanta, Georgia. A copy of the Companys
Annual Report for the fiscal year ended April 30, 2010, and
a proxy for use at the Meeting are enclosed with this Proxy
Statement. This Proxy Statement and the enclosed proxy first
were mailed or otherwise made available to Company shareholders
on or about July 28, 2010.
GENERAL
INFORMATION
Any proxy given pursuant to this solicitation may be revoked
without compliance with any other formalities by any shareholder
who attends the Meeting and gives oral notice of his or her
election to vote in person. In addition, any proxy given
pursuant to this solicitation may be revoked prior to the
Meeting by delivering to the Secretary of the Company, at the
address set forth above, a notice of revocation or a duly
executed proxy for the same shares bearing a later date. All
proxies of shareholders solicited by the Company that are
properly executed and received by the President of the Company
prior to the Meeting, and which are not revoked, will be voted
at the Meeting. The shares represented by such proxies will be
voted in accordance with the instructions thereon, and unless
specifically instructed to vote otherwise, the individuals named
in the enclosed proxy will vote to elect all of the nominees for
Director as set forth in this Proxy Statement. Abstentions and
broker non-votes will be included in determining
whether a quorum is present at the Meeting, but will otherwise
have no effect on the election of the Directors. Broker
non-votes occur on a matter up for vote when (1) brokers or
other nominees holding shares on behalf of their clients are not
permitted to vote on that particular matter without instructions
from their clients; (2) the client does not give such
instructions; and (3) the broker or other nominee indicates
on its proxy card, or otherwise notifies the Company, that it
does not have authority to vote its shares on that matter.
Whether a broker has authority to vote its shares on
uninstructed matters is determined by applicable stock exchange
rules. A system administered by the Companys transfer
agent will tabulate the votes cast.
The Company pays the cost of soliciting proxies. Copies of
solicitation materials may be furnished to banks, brokerage
houses, and other custodians, nominees and fiduciaries for
forwarding to beneficial owners of shares of the Companys
common stock (the Common Stock), and normal handling
charges may be paid by the Company for such forwarding service.
In addition to solicitations by mail, Directors and regular
employees of the Company, at no additional compensation, may
assist in soliciting proxies by telephone or other means.
As of the Record Date for the Meeting, there were
3,676,383 shares of the Common Stock outstanding and
entitled to vote. Each holder of the Common Stock, the only
outstanding class of voting stock of the Company, is entitled to
one (1) vote per share owned on the Record Date.
1
ELECTION OF
DIRECTORS
The Board recommends the election of the five (5) nominees
listed below to constitute the entire Board, to hold office
until the next Meeting of Shareholders and until their
successors are elected and qualified. If, at the time of the
Meeting, any of such nominees should be unable or unwilling to
serve, the persons named in the proxy will vote for such
substitutes or vote to reduce the number of Directors for the
ensuing year in accordance with his respective judgment of what
is in the best interest of the Company. Management has no reason
to believe that any substitute nominee for the ensuing year will
be required. The affirmative vote of a plurality of the votes
cast at the Meeting is required to elect the Directors.
The Board has determined that Samuel E. Allen, Herschel Kahn and
Robert T. McWhinney, Jr. are independent Directors within
the meaning of the listing standards of the NASDAQ Global
Market. In addition, the Board has determined that Gilbert L.
Danielson is no longer independent within the meaning of these
NASDAQ standards. In making this determination, the Board
considered that the Companys Building Performance
Efficiency Segment has an expanding business relationship with
Aarons, Inc., the company that employs Mr. Danielson
as its Executive Vice President and Chief Financial Officer, and
for which Mr. Danielson serves as a member of its board of
directors. While Mr. Danielson qualifies as independent
under the rules of the Securities and Exchange Commission (the
SEC), he currently does not satisfy the NASDAQ
independence standards, because it is anticipated that
Aarons, Inc. will contribute more than five percent (5%)
of the Companys consolidated gross revenues in the fiscal
year ending April 30, 2011. Mr. Danielson and the
three (3) independent Directors are collectively referred
to as Outside Directors in this filing.
The Board has determined that, pursuant to the NASDAQ
exceptional and limited circumstance exception in
Rule 5605(c)(2)(B), continuing membership on the Board and
on the Audit Committee by Mr. Danielson is in the best
interests of the Company and its shareholders, at least until a
new Director is elected to the Board who is independent under
NASDAQ standards and who qualifies as an audit committee
financial expert within the meaning of the rules of the
SEC. The Board based this determination on the following factors:
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While Mr. Danielson is technically not independent under
the NASDAQ definition of independence, he will receive no
pecuniary benefit from the business relationship of his company
with the Company, and the Board has determined that
Mr. Danielson can continue to exercise independent judgment
with respect to matters coming before the Board and the Audit
Committee;
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Mr. Danielsons ten (10) years of service as the
Chairman of the Companys Audit Committee has given him
substantial experience in the Companys industry and
knowledge of the Companys operations. That experience and
knowledge, coupled with his expertise in financial reporting,
makes him a valuable ongoing asset to the Board and the Audit
Committee; and
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The Board has determined that it may take significant time to
identify and qualify suitable candidates with the requisite
financial expertise for election as independent directors, which
would interfere with the immediate need of the Company to have a
fully functioning Audit Committee.
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Therefore, Mr. Danielson will continue as a member of the
Audit Committee. However, in accordance with NASDAQs
Rule 5605(c)(2)(B), he will no longer chair the Audit
Committee.
As a result of Mr. Danielsons current lack of
independence under the NASDAQ standards, the Board, as
previously composed, would have no longer consisted of a
majority of independent Directors. Therefore, in order for the
Board to maintain its majority independent director status,
Mr. J. Andrew
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Abrams, a non-independent Director, elected to resign
voluntarily from the Board effective on April 30, 2010.
Mr. Abrams resigned from the Board solely to allow the
Company to continue to meet the NASDAQ listing requirements and
not as a result of any disagreement with the Company or any
matter relating to the Companys operations, policies or
practices. Mr. Abrams role at the Company otherwise
remains unchanged, and it is contemplated that he will rejoin
the Board at such time that a new additional independent
Director is identified and elected.
The following information relating to: (1) age as of
August 25, 2010; (2) directorships in other
publicly-held companies; (3) positions with the Company;
and (4) principal employment has been furnished by the
respective Director nominees. Except as otherwise indicated,
each nominee has been or was engaged in his present or last
principal employment, in the same or a similar position, for
more than five (5) years.
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INFORMATION ABOUT NOMINEES
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NAME
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FOR DIRECTOR
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Alan R. Abrams
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A Director of the Company since 1992, Mr. Abrams has been
Chairman of the Board since 2006 and Chief Executive Officer
since 1999. He served as
Co-Chairman
of the Board from 1998 to 2006 and as President from 2000 to
June 2010. Mr. Abrams is 55.
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The Board believes that, as the Companys Chief Executive
Officer, Mr. Abrams provides essential insights and
guidance to the Board from an insider perspective of the
day-to-day operations and strategic positioning of the Company.
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Samuel E. Allen
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A Director of the Company since 2003, Mr. Allen has served
as Chairman of Globalt, Inc., an investment management company,
since 1990, and was Chief Executive Officer of that company from
1990 to 2004. He was also a director of Chattem, Inc., a
marketer and manufacturer of over-the-counter healthcare
products, toiletries and dietary supplements, from 2001 to 2010.
Mr. Allen is 74.
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The Board believes that Mr. Allen brings strong leadership
and operational experience to the Board from his prior roles
with Globalt, as well as valuable financial expertise. Also, his
past service as the Chairman of Globalt and as a long-time
director and audit committee chairman of a public company adds
strategic planning and financial skills to the Board, and brings
insights on public company governance practices. Further, the
Board believes his prior experience with other boards of
directors makes him an effective chairman of the Nominating and
Corporate Governance Committee.
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Gilbert L. Danielson
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A Director of the Company since 2000, Mr. Danielson has
served as Chief Financial Officer and director of Aarons,
Inc. since 1990, and as its Executive Vice president since 1998.
Aarons, Inc. is a company engaged in the sales and lease
ownership and specialty retailing of residential furniture,
consumer electronics, home appliances, and accessories.
Mr. Danielson is 64.
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INFORMATION ABOUT NOMINEES
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NAME
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FOR DIRECTOR
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The Board believes that Mr. Danielsons long
experience as the Executive Vice President and Chief Financial
Officer of Aarons, Inc. brings to the Board the
operational and financial acumen and significant leadership of
an experienced senior financial executive at a significantly
larger public company. His financial expertise makes him an
effective member of the Audit Committee, while his role as a
director of another public company adds strategic planning and
public company governance skills. The Board has determined he is
an audit committee financial expert.
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Herschel Kahn
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A Director of the Company since March 2008 and the Boards
Lead Director since December 2008, Mr. Kahn has served as
owner and managing principal of HK Enterprises, a company
engaged in management and executive development, succession
planning, labor relations, contract negotiations, executive
compensation, and executive coaching and counseling, since 1993.
Mr. Kahn is 76.
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The Board believes that Mr. Kahn brings substantial
leadership and operational and entrepreneurial experience as the
founder and principal of his own business. Moreover, his deep
experience in corporate human resources, management and
executive development is an important and valuable resource for
the Board, and qualifies him to chair the Compensation Committee.
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Robert T. McWhinney, Jr.
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A Director of the Company since 2000, Mr. McWhinney has
been President and Chief Executive Officer of Douglass,
McCarthy & McWhinney, Inc., a management consulting
company, since 2003. Mr. McWhinney is 70.
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The Board believes that Mr. McWhinney brings significant
leadership, financial and operational experience and industry
knowledge to the Board from his executive officer roles.
Importantly, his long experience as a management consultant adds
substantial strategic planning and operational experience from
various industries to the Boards overall skill set.
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There are no family relationships between any Directors or
persons nominated to be Directors of the Company.
MEETINGS AND
COMMITTEES OF THE BOARD OF DIRECTORS
During the fiscal year ended April 30, 2010, the Board held
five (5) meetings, the Audit Committee held four
(4) meetings, the Nominating and Corporate Governance
Committee held two (2) meetings, and the Compensation
Committee held three (3) meetings. All of the Directors who
served during the fiscal year ended April 30, 2010,
attended at least seventy-five percent (75%) of the aggregate of
all Board meetings and all meetings of each committee of the
Board on which he served, if any. While the Company invites the
Directors to attend the Annual Meeting of Shareholders, the
Company does not have a formal policy regarding Director
attendance. All Directors attended the Annual Meeting last year.
4
The Boards standing Compensation Committee and Nominating
and Corporate Governance Committee are each composed entirely of
independent Directors as defined in the listing standards of the
NASDAQ Global Market. The Boards standing Audit Committee
is composed of independent Directors, with the exception of
Mr. Danielson, who is not independent under the NASDAQ
standards for the reasons previously explained. These committees
all operate pursuant to written charters adopted by the Board,
which are available at the Companys Website,
www.servidyne.com, through the Investor
Relations link and then the Corporate
Governance link.
The Audit Committee currently consists of Mr. Allen,
Mr. Danielson, and Mr. McWhinney, who replaced
Mr. Danielson as Chairman effective on April 30, 2010.
The Board has determined that Mr. Danielson is an
audit committee financial expert within the meaning
of the rules of the SEC. The primary function of the Audit
Committee is to assist the Board in fulfilling its financial and
other oversight responsibilities by serving as an independent
and objective party to oversee, monitor and appraise:
(1) the integrity of the Companys financial
statements and other external financial information, financial
reporting process, and internal controls; (2) the
Companys auditing process, including all engagements of
the Companys independent accountants, the internal
auditors, and the performance of financial management; and
(3) the Companys ethical and legal compliance. The
Audit Committee has the sole authority to appoint, compensate,
retain, and terminate the independent accountants, and to
approve all audit and permitted non-audit services, if any,
provided by the independent accountants.
The Compensation Committee currently consists of Mr. Allen,
Mr. McWhinney, and Mr. Kahn, who replaced
Mr. McWhinney as Chairman effective on April 30, 2010.
The primary function of the Compensation Committee is to assist
the Board in fulfilling its oversight responsibilities with
respect to executive compensation. This Committee is authorized
to determine the compensation of the Companys executive
officers (the Executive Officers) and to administer
the Companys executive compensation and equity award
plans. Although management may participate in discussions at the
Compensation Committee meetings and provide information for
consideration, management does not participate in the
Committees voting or decision-making. The Companys
Chief Executive Officer (CEO) makes recommendations
regarding the compensation of the Executive Officers other than
himself. The CEO is not present during the Committees
deliberations or voting on his compensation. In determining the
compensation of the Executive Officers, the Compensation
Committee considers not only the recommendations of the CEO, but
also objective measurements of business performance, the
accomplishment of strategic and financial objectives, the
development of management talent within the Company, enhancement
of shareholder value, and other matters relevant to the
short-term and the long-term success of the Company.
The Nominating and Corporate Governance Committee currently
consists of Mr. McWhinney, Mr. Kahn, and
Mr. Allen, who serves as Chairman. The primary function of
the Nominating and Corporate Governance Committee is to assist
the Board in fulfilling its responsibilities with respect to:
(1) Board and Committee membership, organization and
function; (2) Director qualifications, performance and
compensation; and (3) corporate governance. The Committee
is responsible for recommending to the Board the slate of
nominees to be recommended to the shareholders for election at
the Meeting.
The Board also has a standing Executive Committee, which is
empowered to take actions that do not require the approval of
the full Board, subject to the authority of the other Board
committees and the requirements of applicable law. All actions
of the Executive Committee are subsequently submitted to the
full Board for affirmation. The Executive Committee did not meet
during fiscal 2010, but did execute one (1) unanimous
consent in lieu of a meeting. The Executive Committee is
currently inactive as of April 30,
5
2010, due to Mr. J. Andrew Abrams voluntary
resignation from the Board for the reasons previously explained.
NOMINATION OF
DIRECTORS
Nomination Process. The Nominating and
Corporate Governance Committee is responsible for considering
and making recommendations to the Board concerning the Director
nominees to be recommended to the shareholders in connection
with the Companys Annual Meeting of Shareholders and
nominees for appointments to fill any vacancy on the Board or to
fill any newly created Board seats. To fulfill these
responsibilities, the Nominating and Corporate Governance
Committee periodically considers and makes recommendations to
the full Board regarding what experience, talents, skills and
other characteristics that the Board as a whole should possess
in order to maintain its effectiveness. In determining whether
to nominate an incumbent Director for re-election, the Board and
the Nominating and Corporate Governance Committee evaluate each
incumbents continued service in light of the Boards
collective requirements at the time such Director comes up for
re-election.
When the need for a new Director arises (whether because of a
vacancy or because of a newly created Board seat), the
Nominating and Corporate Governance Committee proceeds by
whatever means it deems appropriate to identify a qualified
candidate or candidates. The Committee reviews the
qualifications of each candidate, and final candidates are
generally interviewed by one (1) or more Board members. The
Committee then makes a recommendation to the full Board based on
its review, the results of the candidate interview(s), and all
other available information. The full Board makes the final
decision about whether to elect such candidate to the Board.
Director Qualifications. The Nominating and
Corporate Governance Committee is responsible for considering
and making recommendations to the Board concerning the criteria
for the selection of qualified Directors. At a minimum,
Directors should have high moral character and personal
integrity, demonstrated accomplishment in his or her field, and
the ability and desire to devote sufficient time to carry out
the duties of a Director. In addition to these minimum
qualifications for candidates, the Board and the Committee may
consider all information relevant in their collective business
judgment to the decision of whether to nominate a particular
candidate for a particular Board seat, taking into account the
then-current composition of the Board. These factors may include
but are not limited to: a candidates professional and
educational background, reputation, industry knowledge and
business experience, and the relevance of these characteristics
to the Company and the Board; whether the candidate will
complement or contribute to the mix of talents, skills and other
characteristics needed to maintain the Boards
effectiveness; the candidates ability to fulfill the
responsibilities as a Director and as a member of one
(1) or more of the Boards standing committees;
whether the candidate is independent; and whether the candidate
is financially literate or a financial expert.
Shareholder Nominations. Nominations of
individuals for election to the Board at any meeting of
shareholders at which Directors are to be elected may be made by
any Company shareholder entitled to vote for the election of
Directors at that meeting by complying with the procedures set
forth in Section 10 of the Companys bylaws (the
Bylaws). Section 10 provides that notice of
proposed shareholder nominations must be given to the Secretary
of the Company at the Companys principal executive offices
not less than sixty (60) days nor more than ninety
(90) days prior to the meeting at which Directors are to be
elected, unless the notice of meeting or public disclosure of
the date of the meeting is given less than sixty (60) days
prior to the meeting, in which case the notice of nomination
must be received
6
by the Secretary of the Company not later than the tenth (10th)
day following the date on which the notice of meeting was first
mailed to Company shareholders or such public disclosure
otherwise was made. The notice of nomination must contain
information about each proposed nominee, including age, address,
principal occupation, the number of shares of stock of the
Company beneficially owned by such nominee, and such other
information as would be required to be disclosed under the
Securities Exchange Act of 1934 (the Exchange Act)
in connection with any acquisition of shares by such nominee or
in connection with the solicitation of proxies by such nominee
for his or her election as a Director. Information must also be
disclosed by and about the shareholder proposing to nominate
that person. The chairman of a shareholder meeting may refuse to
acknowledge any nomination not made in compliance with the
foregoing procedures.
The Nominating and Corporate Governance Committee will consider
recommending to the Board that it include in the Boards
slate of Director nominees to be presented to a meeting of
shareholders a nominee submitted to the Company by a shareholder
who has beneficially held at least five percent (5%) of the
outstanding Common Stock for at least two (2) years. In
order for the Nominating and Corporate Governance Committee to
consider such nominees, a nominating shareholder should submit
the requisite information about the nominee and the nominating
shareholder, as described in Section 10 of the Bylaws, to
the Secretary of the Company at the Companys principal
executive offices within the time period prescribed by
Rule 14a-8
under the Exchange Act, which is generally at least one hundred
twenty (120) days prior to the first (1st) anniversary of
the date that the Companys Proxy Statement was first
released to shareholders in connection with the previous
years Annual Meeting of Shareholders. That deadline can be
found herein under Shareholder Proposals. A
nominating shareholder should expressly indicate that such
shareholder desires that the Board and the Nominating and
Corporate Governance Committee consider such shareholders
nominee for inclusion within the Boards slate of nominees
to be presented to a meeting of shareholders, and should submit
information demonstrating that the nominating shareholder has
beneficially owned at least five percent (5%) of the outstanding
Common Stock for at least two (2) years, and continues to
beneficially own such Common Stock. The nominating shareholder
and his or her nominee should undertake to provide, or consent
to the Company obtaining, all other information that the Board
and the Nominating and Corporate Governance Committee may
request in connection with their consideration of the nominee.
A nominee submitted to the Company by a qualified shareholder
must satisfy the minimum qualifications for Director described
above. In addition, in evaluating shareholder nominees for
inclusion in the Boards slate of nominees, if any, the
Board and the Nominating and Corporate Governance Committee may
consider any relevant information, including: the factors
described above; whether there are or will be any vacancies on
the Board; the size of the nominating shareholders Company
holdings and the length of time such shareholder has owned such
holdings; whether the nominee is independent of the nominating
shareholder and able to represent the interests of the Company
and its shareholders as a whole; and the interests
and/or
intentions of the nominating shareholder.
COMPENSATION OF
DIRECTORS
Each Outside Director has been paid a retainer fee of $700 per
month and a fee of $1,500 for each Board meeting attended. In
addition, Outside Directors who were members of a committee of
the Board have been paid a fee of $700 for each committee
meeting attended. The Chairman of the Audit Committee has been
paid an additional annual retainer fee of $10,000. The Chairman
of the Compensation Committee and the Chairman of the Nominating
and Corporate Governance Committee have each
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been paid an additional annual retainer fee of $5,000. Inside
Directors receive no fee or other remuneration of any kind for
their service on the Board or on a committee of the Board. The
Directors are reimbursed for all reasonable out-of-pocket
expenses incurred in attending to Board affairs and Company
business.
The compensation paid to the Companys Outside Directors
relating to service in fiscal 2010 was as follows:
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Fees
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Earned or
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Paid in
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SARs
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Cash
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Awards
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Total
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Name
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($)(1)
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($)(2)
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($)(3)
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Samuel E. Allen
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27,200
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27,200
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Gilbert L. Danielson
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30,100
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30,100
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Herschel Kahn
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18,700
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18,700
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Robert T. McWhinney, Jr.
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26,500
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26,500
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(1) |
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The Company maintains a deferred compensation plan (the
Deferred Compensation Plan) under which each member
of the Board may elect to defer to a future date receipt of all
or any part of his or her compensation as a Director and/or as a
member of the committees of the Board. For purposes of the
Deferred Compensation Plan, compensation means the
retainer fees and meeting fees payable to such Directors by the
Company in their capacities as Directors or as members of the
committees of the Board, respectively, but excludes awards of
restricted stock, stock options, stock appreciation rights
(SARs), or other equity incentives. For the fiscal
year ended April 30, 2010, three (3) members of the
Board participated in the Deferred Compensation Plan. |
|
(2) |
|
Represents the grant date fair values of SARs awarded in the
fiscal year ended April 30, 2010. See Note 3 to the
consolidated financial statements in the Companys Annual
Report on
Form 10-K
for the fiscal year ended April 30, 2010, for the
assumptions made in determining the fair values. There can be no
assurance that these amounts will ever be realized. |
8
The number of outstanding stock options (adjusted for stock
dividends) and SARs (adjusted for stock dividends) held by each
of the Companys Outside Directors as of April 30,
2010, is summarized in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
Number of
|
|
Number of
|
|
|
Securities
|
|
Securities
|
|
Securities
|
|
|
Underlying
|
|
Underlying
|
|
Underlying
|
|
|
Unexercised
|
|
Unexercised
|
|
Unexercised
|
|
|
Options (#)
|
|
SARs (#)
|
|
SARs (#)
|
Name
|
|
Exercisable
|
|
Unexercisable
|
|
Exercisable
|
|
|
Samuel E. Allen
|
|
|
11,550
|
|
|
|
14,700
|
|
|
|
6,300
|
|
Gilbert L. Danielson
|
|
|
11,550
|
|
|
|
14,700
|
|
|
|
6,300
|
|
Herschel Kahn
|
|
|
|
|
|
|
21,000
|
|
|
|
|
|
Robert T. McWhinney, Jr.
|
|
|
11,550
|
|
|
|
14,700
|
|
|
|
6,300
|
|
|
The stock options awarded have a two-year vesting period. All of
the options have vested as of April 30, 2010. The SARs
awarded have a five-year vesting period, in which thirty percent
(30%) of the SARs will vest on the third (3rd) annual
anniversary of the date of grant, thirty percent (30%) will vest
on the fourth (4th) annual anniversary of the date of grant, and
forty percent (40%) will vest on the fifth (5th) annual
anniversary of the date of grant, with an early vesting
provision by which one hundred percent (100%) of the SARs will
vest immediately at such time as the price of the Common Stock
closes at or above $19.05 per share (adjusted for stock
dividends) for ten (10) consecutive trading days or upon a
change in control of the Company.
|
|
|
(3) |
|
Outside Directors do not receive any other perquisites or other
compensation. |
9
PRINCIPAL HOLDERS
OF THE COMPANYS SECURITIES
AND HOLDINGS BY EXECUTIVE OFFICERS AND DIRECTORS
The following table sets forth the beneficial ownership
(adjusted for stock dividends), as of July 1, 2010, of the
Common Stock by: (1) persons (as that term is defined by
the SEC) who beneficially own more than five percent (5%) of the
outstanding shares of such stock; (2) Directors;
(3) Executive Officers named in the Summary Compensation
Table below; and (4) all Executive Officers and Directors
of the Company as a group. The following percentages of
outstanding shares total more than one hundred percent (100%),
because they are based on SEC beneficial ownership rules, the
application of which can result in the same shares being owned
beneficially by more than one (1) person. Unless otherwise
stated below, the address of each listed holder is 1945 The
Exchange, Suite 300, Atlanta, Georgia 30339.
|
|
|
|
|
|
|
|
|
|
|
Shares of
|
|
|
|
|
Common Stock
|
|
Percentage
|
Name and Address
|
|
Beneficially Owned
|
|
of Class
|
|
David L. Abrams
|
|
|
865,850
|
(1)
|
|
|
23.55
|
%
|
|
|
|
|
|
|
|
|
|
Alan R. Abrams
|
|
|
783,500
|
(2)(3)(4)
|
|
|
20.59
|
%
|
|
|
|
|
|
|
|
|
|
Kandu Partners L.P.
|
|
|
707,561
|
|
|
|
19.25
|
%
|
Post Office Box 53407
Atlanta, Georgia 30355
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J. Andrew Abrams
|
|
|
678,513
|
(2)(5)
|
|
|
18.34
|
%
|
|
|
|
|
|
|
|
|
|
Abrams Partners, L.P.
|
|
|
577,500
|
(2)
|
|
|
15.71
|
%
|
7525 Princeton Trace
Atlanta, Georgia 30328
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ann U. Abrams
|
|
|
311,617
|
|
|
|
8.48
|
%
|
2828 Peachtree Road, Apt 2901
Atlanta, Georgia 30305
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tamalpais Master Fund, Ltd
|
|
|
198,549
|
(6)
|
|
|
5.40
|
%
|
Clifton House, 75 Fort Street
PO Box 190 GT, Georgetown
Grand Cayman, Cayman Islands
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
M. Todd Jarvis
|
|
|
73,929
|
(7)
|
|
|
1.98
|
%
|
|
|
|
|
|
|
|
|
|
Melinda S. Garrett
|
|
|
60,060
|
(8)
|
|
|
1.61
|
%
|
|
|
|
|
|
|
|
|
|
Samuel E. Allen
|
|
|
23,121
|
(9)(10)
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
Gilbert L. Danielson
|
|
|
22,705
|
(9)
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
Herschel Kahn
|
|
|
3,300
|
(11)
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
Robert T. McWhinney, Jr.
|
|
|
16,149
|
(9)(12)
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
All Executive Officers and Directors as a group (9 persons)
|
|
|
1,114,214
|
|
|
|
27.84
|
%
|
10
|
|
|
(1) |
|
Includes 707,561 shares (19.25% of outstanding shares)
owned by Kandu Partners, L.P., which David L. Abrams
beneficially owns due to his management of the general partner
of the partnership. |
|
(2) |
|
Includes 577,500 shares (15.71% of the outstanding shares)
owned by Abrams Partners, L.P., which Alan R. Abrams and J.
Andrew Abrams each beneficially own due to their joint control
of the general partner of such partnership. |
|
(3) |
|
Includes 115 shares owned by Mr. Alan R. Abrams
wife. |
|
(4) |
|
Includes currently exercisable options to purchase
127,958 shares of the Common Stock. |
|
(5) |
|
Includes currently exercisable options to purchase
22,958 shares of the Common Stock. |
|
(6) |
|
Based on Schedule 13D (adjusted for stock dividends) filed
on May 19, 2008, by Tamalpais Master Fund, Ltd. and its
investment manager, Tamalpais Management Group LP, whose
principal executive office is located at 600 California Street,
Suite 540, San Francisco, California 94108. |
|
(7) |
|
Includes currently exercisable options to purchase
54,285 shares of the Common Stock. |
|
(8) |
|
Includes currently exercisable options to purchase
57,750 shares of the Common Stock. |
|
(9) |
|
Includes currently exercisable options to purchase
11,550 shares of the Common Stock. |
|
(10) |
|
Includes 1,719 shares owned by Mr. Allens
children for the benefit of his grandchildren. |
|
(11) |
|
Includes 2,250 shares owned jointly with
Mr. Kahns daughter. |
|
(12) |
|
Includes 1,155 shares owned jointly with
Mr. McWhinneys wife. |
SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Directors,
certain Company officers, and persons who beneficially own more
than ten percent (10%) of the outstanding Common Stock to file
with the SEC reports of changes in ownership of the Common Stock
held by any such person. These persons are also required to
furnish the Company with copies of all forms they file under
this statute. To the Companys knowledge, based solely on a
review of the copies of such reports furnished to the Company by
such persons and on written representations of such persons, all
required forms were filed on time.
EQUITY
COMPENSATION PLAN INFORMATION
The 2000 Award Plan was adopted by the Board in May 2000 and
subsequently approved by the Companys shareholders in
August 2000. As of April 30, 2010, there can be no
additional grants of equity awards under the 2000 Award Plan, as
the ten-year term of the plan has ended. Prior to that date, the
total number of shares that could have been granted under the
2000 Award Plan was 1,155,000 shares (share
11
amount adjusted for stock dividends). The following table sets
forth certain information regarding the equity awards granted as
of April 30, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
|
|
|
|
(c)
|
|
|
|
Number of
|
|
|
(b)
|
|
|
Number of
|
|
|
|
securities to be
|
|
|
Weighted-
|
|
|
securities
|
|
|
|
issued upon
|
|
|
average exercise
|
|
|
remaining available
|
|
|
|
exercise of
|
|
|
price of
|
|
|
for future issuance
|
|
|
|
outstanding
|
|
|
outstanding
|
|
|
(excluding securities
|
|
Plan Category
|
|
options and SARs
|
|
|
options and SARs
|
|
|
reflected in column(a))
|
|
|
2000 Award Plan
|
|
|
1,084,911
|
|
|
$
|
4.04
|
|
|
|
|
|
Equity compensation awards not approved by shareholders
|
|
|
325,000
|
|
|
|
4.17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
|
1,409,911
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company has awarded a total of 325,000 SARs to certain
employees of, and consultants to, the Company pursuant to
individual award agreements outside of the 2000 Award Plan and
not approved by shareholders. The equity awards granted to
employees were made to induce such individuals to join the
Company, and the equity awards granted to consultants are
subject to subsequent shareholder approval before they can be
exercised. All SARs granted pursuant to individual award
agreements not approved by shareholders have the same vesting
provisions as those described in Note 2 to the table under
OUTSTANDING EQUITY AWARDS below.
COMPENSATION OF
EXECUTIVE OFFICERS
The following table sets forth all compensation earned by the
CEO and each of the Companys other two (2) highest
paid Executive Officers (the Named Executive
Officers) for services rendered in all capacities during
the Companys last two (2) fiscal years:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
Other
|
|
|
|
Name and Principal
|
|
|
Fiscal
|
|
|
Salary
|
|
|
Awards
|
|
|
Compensation
|
|
|
Total
|
Position
|
|
|
Year
|
|
|
($)
|
|
|
($) (1)
|
|
|
($) (2)
|
|
|
($)
|
Alan R. Abrams
|
|
|
|
2010
|
|
|
|
|
324,635
|
|
|
|
|
10,260
|
|
|
|
|
3,621
|
|
|
|
|
338,516
|
|
Chairman of the Board
|
|
|
|
2009
|
|
|
|
|
324,635
|
|
|
|
|
|
|
|
|
|
4,102
|
|
|
|
|
328,737
|
|
and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
M. Todd Jarvis
|
|
|
|
2010
|
|
|
|
|
209,500
|
|
|
|
|
25,400
|
|
|
|
|
18,508
|
|
|
|
|
253,408
|
|
President and Chief Operating Officer,
|
|
|
|
2009
|
|
|
|
|
209,500
|
|
|
|
|
|
|
|
|
|
17,697
|
|
|
|
|
227,197
|
|
Servidyne, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
President and Chief Executive Officer,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Servidyne Systems, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Melinda S. Garrett
|
|
|
|
2010
|
|
|
|
|
213,500
|
|
|
|
|
|
|
|
|
|
2,981
|
|
|
|
|
216,481
|
|
Vice President and Secretary.
|
|
|
|
2009
|
|
|
|
|
213,500
|
|
|
|
|
10,185
|
|
|
|
|
4,113
|
|
|
|
|
227,798
|
|
Chief Executive Officer and President,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Abrams Properties, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12
|
|
|
(1) |
|
Represents the grant date fair values of SARs awarded in the
fiscal years ended April 30, 2010, and April 30, 2009.
See Note 3 to the consolidated financial statements in the
Companys Annual Report on
Form 10-K
for the fiscal year ended April 30, 2010, for the
assumptions made in determining these costs. There can be no
assurance that these amounts will ever be realized. |
|
(2) |
|
Consists of: (i) matching contributions to the
Companys 401(k) Plan; (ii) the economic benefit of
premiums paid on behalf of the Named Executive Officers under
individual life insurance policies; (iii) club fees; and
(iv) auto allowance. Such amounts in the fiscal year ended
April 30, 2010, were as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Matching
|
|
Economic Benefit
|
|
|
|
|
|
|
|
|
Contributions to
|
|
for Life Insurance
|
|
|
|
|
|
|
Name
|
|
401(k) Plan
|
|
Premiums
|
|
Club Fees
|
|
Auto Allowance
|
|
Total
|
|
|
Alan R. Abrams
|
|
$
|
2,531
|
|
|
$
|
1,090
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
3,621
|
|
|
|
M. Todd Jarvis
|
|
|
3,298
|
|
|
|
0
|
|
|
|
5,010
|
|
|
|
10,200
|
|
|
|
18,508
|
|
|
|
Melinda S. Garrett
|
|
|
2,981
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,981
|
|
|
|
Alan R. Abrams was granted 19,000 SARs under the 2000 Award Plan
on March 22, 2010. M. Todd Jarvis was granted 20,000 SARs
under the 2000 Award Plan on June 8, 2009, and 30,000 SARs
under the 2000 Award Plan on March 22, 2010. There were no
other individual grants of stock options, SARs, or shares of the
Common Stock made during the fiscal year ended April 30,
2010, to any of the Named Executive Officers.
The SARs awarded to the Named Executive Officers have a
five-year vesting period, in which thirty percent (30%) of the
SARs will vest on the third (3rd) annual anniversary of the date
of grant, thirty percent (30%) will vest on the fourth (4th)
annual anniversary of the date of grant, and forty percent (40%)
will vest on the fifth (5th) annual anniversary of the date of
grant, with an early vesting provision by which one hundred
percent (100%) of the SARs will vest immediately at such time as
the price of the Common Stock closes at or above $20 per share
for ten (10) consecutive trading days or upon a change in
control of the Company.
For information on the 2000 Award Plan, see EQUITY COMPENSATION
PLAN INFORMATION.
13
OUTSTANDING
EQUITY AWARDS
The number of outstanding equity awards held by each of the
Companys Named Executive Officers as of April 30,
2010, is summarized in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
Number of
|
|
|
|
|
|
|
|
|
Number of
|
|
Securities
|
|
Securities
|
|
|
|
|
|
|
|
|
Securities
|
|
Underlying
|
|
Underlying
|
|
|
|
|
|
|
|
|
Underlying
|
|
Unexercised
|
|
Unexercised
|
|
|
|
|
|
|
|
|
Unexercised
|
|
SARs (#)
|
|
SARs (#)
|
|
|
|
|
|
|
|
|
Options (#)
|
|
Unexercisable
|
|
Exercisable
|
|
Exercise
|
|
Expiration
|
Name
|
|
Grant Date
|
|
Exercisable (1)
|
|
(2)
|
|
(2)
|
|
Price
|
|
Date
|
|
|
Alan R. Abrams
|
|
July 17, 2002
|
|
|
127,958
|
|
|
|
|
|
|
|
|
|
|
$
|
4.42
|
|
|
|
7/17/2012
|
|
|
|
March 22, 2010
|
|
|
|
|
|
|
19,000
|
|
|
|
|
|
|
|
2.09
|
|
|
|
3/22/2020
|
|
|
|
M. Todd Jarvis
|
|
January 6, 2004
|
|
|
54,285
|
|
|
|
|
|
|
|
|
|
|
|
4.42
|
|
|
|
1/6/2014
|
|
|
|
June 26, 2006
|
|
|
|
|
|
|
17,640
|
|
|
|
7,560
|
|
|
|
3.94
|
|
|
|
6/26/2016
|
|
|
|
December 6, 2006
|
|
|
|
|
|
|
11,760
|
|
|
|
5,040
|
|
|
|
3.79
|
|
|
|
12/6/2016
|
|
|
|
June 8, 2009
|
|
|
|
|
|
|
20,000
|
|
|
|
|
|
|
|
2.30
|
|
|
|
6/8/2019
|
|
|
|
March 22, 2010
|
|
|
|
|
|
|
30,000
|
|
|
|
|
|
|
|
2.09
|
|
|
|
3/22/2020
|
|
|
|
Melinda S. Garrett
|
|
July 17, 2002
|
|
|
57,750
|
|
|
|
|
|
|
|
|
|
|
|
4.42
|
|
|
|
7/17/2012
|
|
|
|
June 26, 2006
|
|
|
|
|
|
|
17,640
|
|
|
|
7,560
|
|
|
|
3.94
|
|
|
|
6/26/2016
|
|
|
|
December 6, 2006
|
|
|
|
|
|
|
11,760
|
|
|
|
5,040
|
|
|
|
3.79
|
|
|
|
12/6/2016
|
|
|
|
June 13, 2008
|
|
|
|
|
|
|
10,500
|
|
|
|
|
|
|
|
4.76
|
|
|
|
6/13/2018
|
|
|
|
|
|
|
(1) |
|
The stock options awarded have a two-year vesting period. All of
the options have vested as of April 30, 2010. |
|
(2) |
|
The SARs awarded have a five-year vesting period, in which
thirty percent (30%) of the SARs will vest on the third
(3rd)
annual anniversary of the date of grant, thirty percent (30%)
will vest on the fourth
(4th)
annual anniversary of the date of grant, and forty percent (40%)
will vest on the fifth
(5th)
annual anniversary of the date of grant, with an early vesting
provision by which one hundred percent (100%) of the SARs will
vest immediately at such time as the price of the Common Stock
closes at or above $19.05 per share (adjusted for stock
dividends) for ten (10) consecutive trading days or upon a
change in control of the Company. |
No Executive Officer exercised any stock options or SARs during
the fiscal year ended April 30, 2010. None of the
exercisable stock options or exercisable SARs held by the
Executive Officers were
in-the-money
as of April 30, 2010.
AUDIT COMMITTEE
REPORT
The Audit Committee has reviewed and discussed the audited
financial statements for the fiscal year ended April 30,
2010, with Company management and the Companys independent
registered public accounting firm, Deloitte & Touche
LLP (Deloitte). Management made representations to
the Audit Committee that the Companys consolidated
financial statements were prepared in accordance with generally
accepted accounting principles in the United States. The
discussions with Deloitte also included the matters required by
Statement on Auditing Standards No. 61, as amended (AICPA,
Professional Standards, Vol. 1. AU section 480), as adopted
by the Public Company Accounting Oversight Board in its
Rule 3200T.
14
Deloitte provided to the Audit Committee the written disclosures
and the letter required by applicable requirements of the Public
Company Accounting Oversight Board regarding its communications
with the Audit Committee concerning independence. The Audit
Committee discussed with Deloitte its independence.
Based on the review and discussions referred to above, the Audit
Committees review of the representations of management,
and the report and independence letter of Deloitte, the Audit
Committee recommended to the Board that the audited consolidated
financial statements be included in the Companys Annual
Report on
Form 10-K,
to be filed with the SEC for the fiscal year ended
April 30, 2010.
Submitted by the Audit Committee of the Companys Board of
Directors.
Robert T. McWhinney, Jr., Chairman
Samuel E. Allen
Gilbert L. Danielson
INFORMATION
CONCERNING THE COMPANYS
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Deloitte was the independent registered public accounting firm
for the Company for the fiscal year ended April 30, 2010.
Representatives of Deloitte are expected to be present at the
Annual Meeting and will have the opportunity to make a
statement, if they desire to do so, and to respond to
appropriate questions. The Audit Committee has not selected the
independent registered public accounting firm for the present
fiscal year, because the matter has not yet been considered.
Fees
The following table sets forth the aggregate fees billed by
Deloitte for the Companys fiscal years ended
April 30, 2010, and April 30, 2009.
|
|
|
|
|
|
|
|
|
|
|
Years Ended April, 30
|
|
|
|
2010
|
|
|
2009
|
|
|
|
|
Audit fees
|
|
$
|
210,000
|
|
|
$
|
203,500
|
|
Audit related fees(1)
|
|
|
4,950
|
|
|
|
23,965
|
|
Tax fees(2)
|
|
|
62,000
|
|
|
|
|
|
All other fees
|
|
|
2,760
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
279,710
|
|
|
$
|
227,465
|
|
|
|
|
|
|
(1) |
|
In fiscal 2010, these fees related to preliminary Sarbanes Oxley
procedures, and in fiscal 2009, these fees were due to
additional procedures related to the annual audit and the review
for the fiscal quarter ended July 31, 2008. |
|
(2) |
|
In fiscal 2010, these fees related to the preparation of the
income tax returns for the fiscal year ended April 30,
2009; in fiscal 2009, a different independent registered public
accounting firm prepared the income tax returns. |
15
Pre-Approval of
Audit and Permissible Non-Audit Services
Pursuant to its Charter, the Audit Committee is responsible for
the pre-approval of all audit services and all permissible
non-audit services to be performed for the Company by the
independent public accounting firm. To help fulfill this
responsibility, the Audit Committee has adopted an Audit and
Non-Audit Services Pre-Approval Policy (the Policy).
Under the Policy, all auditor services must be pre-approved by
the Audit Committee either (1) before the commencement of
each service on a
case-by-case
basis called specific pre-approval; or
(2) by the description in sufficient detail in an appendix
to the Policy of particular services that the Audit Committee
has generally approved, without the need for
case-by-case
consideration called general
pre-approval. Under the Policy, unless a particular
service has received general pre-approval, it must receive the
specific pre-approval of the Audit Committee or one (1) of
its members to whom the Audit Committee has delegated specific
pre-approval authority. The appendix to the Policy describes the
services which have received general pre-approval. These general
pre-approvals allow Company management to engage the independent
public accounting firm for the enumerated services, subject to
fee limits per engagement and aggregate limits per service for a
fiscal year. Any engagement of the independent public accounting
firm pursuant to a general pre-approval must be reported to the
Audit Committee at its next regular meeting. The Audit Committee
periodically reviews the services that have received general
pre-approval and the associated ranges of fees. The Policy in no
way delegates to management the Audit Committees
responsibility to pre-approve services performed by the
independent public accounting firm.
RELATED PARTY
TRANSACTIONS
The Companys Building Performance Efficiency Segment is
providing services to Aarons, Inc. It is currently
anticipated that the amount of revenues the Company will earn
from performing such services during the fiscal year ended
April 30, 2011, will be between approximately
$5 million and $9 million. Mr. Gilbert Danielson,
a Director of the Company, is employed by Aarons, Inc. as
its Executive Vice President and Chief Financial Officer, and
also serves as a member of its board of directors.
In the fourth quarter of fiscal year 2010, as part of a series
of borrowings against three (3) split-dollar life insurance
policies, the Company borrowed approximately $412,000 against a
life insurance policy owned by a trust for which Alan R. Abrams,
the Companys Chairman and Chief Executive Officer, and his
brother, J. Andrew Abrams, the Companys Executive Vice
President, serve as trustees, and for which both are potential
beneficiaries. The loan amount was advanced solely from the
Companys interest in the policy, and does not affect the
amount ultimately payable to the beneficiaries of the trust. The
loan matures in December 2011 and bears interest at 6% per
annum. The Company intends to use the proceeds of the loan for
working capital and general corporate purposes.
CORPORATE
GOVERNANCE AND COMMUNICATING WITH THE
BOARD OF DIRECTORS
The Company has adopted a code of ethics applicable to its
employees, Directors and Executive Officers, including the CEO
and the senior financial officers. The code of ethics is
available at the Companys website,
www.servidyne.com, through the Investor
Relations link and then the Corporate
Governance link. The charters for the Audit Committee, the
Compensation Committee, and the Nominating and Corporate
Governance Committee are also available on the website.
16
Shareholders wishing to communicate with the Board may do so in
writing, in care of the Secretary of the Company, Servidyne,
Inc., 1945 The Exchange, Suite 300, Atlanta, Georgia,
30339-2029.
The Companys management may first review, sort and
summarize any such communications, and screen out any
solicitations for goods or services and similar inappropriate
communications unrelated to the Company or its business.
SHAREHOLDER
PROPOSALS
Proposals of Company shareholders intended to be presented at
the Companys 2011 Annual Meeting of Shareholders in
accordance with the provisions of
Rule 14a-8(e)
of the SEC, and shareholder nominations proposed for inclusion
in the Companys Proxy Statement and form of proxy for that
meeting, must be received by the Company at its executive
offices on or before March 29, 2011, in order to be
eligible for inclusion in the Proxy Statement and form of proxy.
(See NOMINATION OF DIRECTORS). In accordance with the Bylaws,
shareholder proposals submitted outside of the provisions of
Rule 14a-8(e),
and shareholder nominations not intended for inclusion in the
Companys Proxy Statement and form of proxy for a meeting
of shareholders, generally must be presented to the Secretary
not less than sixty (60) days nor more than ninety
(90) days prior to such meeting, which is currently
expected to be held on August 24, 2011. The Bylaws further
require that, in connection with such proposals, the
shareholders provide certain information to the Secretary. The
summary descriptions of the Bylaws contained in this Proxy
Statement are not intended to be complete, and are qualified in
their entirety by reference to the text of the Bylaws, which is
available upon written request to the Company.
OTHER
MATTERS
The Board knows of no other matters to be brought before the
Meeting. If other matters should come before the Meeting,
however, it is the intention of each person named in the proxy
to vote the proxy in accordance with his judgment of what is in
the best interest of the Company.
BY ORDER OF THE BOARD OF DIRECTORS
Alan R. Abrams
Chairman of the Board
Chief Executive Officer
Atlanta, Georgia
July 28, 2010
17
MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Using a black ink pen,
mark your votes with an X as shown in this example. Please do not write outside the designated
areas. X 000004 C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext
000000000.000000 ext 000000000.000000 ext 000000000.000000 ext Electronic Voting Instructions You
can vote by Internet or telephone! Available 24 hours a day, 7 days a week! Instead of mailing your
proxy, you may choose one of the two voting methods outlined below to vote your proxy. VALIDATION
DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be
received by 1:00 a.m., Central Time, on August 25, 2010. Vote by Internet Log on to the Internet
and go to www.investorvote.com/SERV Follow the steps outlined on the secured website. Vote by
telephone Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada any time
on a touch tone telephone. There is NO CHARGE to you for the call. Follow the instructions
provided by the recorded message. Annual Meeting Proxy Card 1234 5678 9012 345 . IF YOU HAVE NOT
VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM
PORTION IN THE ENCLOSED ENVELOPE. . A Proposals The Board of Directors recommends a vote FOR all
the nominees listed. 1. Election of Directors: For Withhold For Withhold For Withhold + 01 Alan
R. Abrams 02 Samuel E. Allen 03 Gilbert L. Danielson 04 Herschel Kahn 05 Robert T.
McWhinney, Jr. 2. For the transaction of such other business as may lawfully come before the
Meeting; hereby revoking any proxies as to said shares heretofore given by the undersigned; and
ratifying and confirming all that said attorneys and proxies may lawfully do by virtue hereof. 3.
It is understood that this Proxy confers discretionary authority in respect to matters not known
to, or determined by, the undersigned at the time of mailing of notice of the Meeting. B Non-Voting
Items Change of Address Please print new address below. Authorized Signatures This section
must be completed for your vote to be counted. Date and Sign Below (Signature should agree with
name hereon, Executors, administrators, trustees, guardians and attorneys should so indicate when
signing. For joint accounts, each owner should sign. Corporations should sign full corporate name
by duly authorized officer.) Date (mm/dd/yyyy) Please print date below. Signature 1 Please
keep signature within the box. Signature 2 Please keep signature within the box. MR A SAMPLE
(THIS AREA IS SET UP TO ACCOMMODATE C 1234567890 J N T 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE
AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND 50AV 0261541 MR A SAMPLE AND MR A SAMPLE AND MR
A SAMPLE AND MMMMMMM + <STOCK#> 01802B |
IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN
THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. . Proxy Servidyne, Inc. This Proxy is Solicited by
the Board of Directors for the Annual Meeting of Shareholders to be Held on August 25, 2010. The
undersigned shareholder of Servidyne, Inc. hereby constitutes and appoints Alan R. Abrams and J.
Andrew Abrams, and either of them, the true and lawful attorneys and proxies of the undersigned,
with full power of substitution and appointment, for and in the name, place and stead of the
undersigned to act for and to vote all of the undersigneds shares of Common Stock of Servidyne,
Inc. at the Annual Meeting of Shareholders to be held in Atlanta, Georgia, on Wednesday, the 25th
day of August, 2010, at 11:00 A.M., and at any and all adjournments thereof as stated on the
reverse side. This Proxy is revocable at or at any time prior to the Meeting. Please sign and
return this Proxy to Computershare Investor Services, P.O. Box 43078, Providence, Rhode Island
02940-3078, in the accompanying prepaid envelope. The shares represented by this Proxy will be
voted as directed by the shareholder. If no direction is given when the duly executed Proxy is
returned, such shares will be voted FOR all Nominees in Proposal 1. The undersigned hereby
acknowledges receipt of the Notice of Annual Meeting of Shareholders dated July 28, 2010, and the
Proxy Statement furnished therewith. (Continued and to be dated and signed on the reverse side) |