|ZOLTEK COMPANIES INC filed this Form DEF 14A on 12/27/2012|
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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(3)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
ZOLTEK COMPANIES, INC.
(Name of Registrant as Specified in Its Charter)
THE BOARD OF DIRECTORS OF ZOLTEK COMPANIES, INC.
(Name of Person(s) Filing Proxy Statement)
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[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
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(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: N/A
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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January 2, 2013
DEAR FELLOW SHAREHOLDERS:
Our Annual Meeting of Shareholders will be held at the Hilton St. Louis Frontenac, 1335 South Lindbergh Boulevard, St. Louis, Missouri at 10:00 a.m., local time, on Friday, February 1, 2013. The meeting will be held in the Ambassadeur Ballroom with complimentary parking and entrance available behind the hotel. The notice of annual meeting of shareholders, proxy statement and proxy card which accompany this letter outline fully matters on which action is expected to be taken at the annual meeting.
We cordially invite you to attend the annual meeting. Please RSVP to 314-291-5110 if you plan to attend the meeting. Whether or not you plan to attend, it is important that your shares are represented. We urge you to promptly vote your shares by completing, signing, dating and returning the enclosed proxy card in accordance with the instructions. The mailing of an executed proxy card will not affect your right to vote in person should you later decide to attend the annual meeting.
Zoltek Companies, Inc. · 3101 McKelvey Rd. · St. Louis, Missouri 63044 (USA) · 314/291-5110 · 314/291-8536
ZOLTEK COMPANIES, INC.
3101 McKelvey Road
St. Louis, Missouri 63044
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 1, 2013
The Annual Meeting of Shareholders of Zoltek Companies, Inc. (the “Company”) will be held at the Hilton St. Louis Frontenac, 1335 South Lindbergh Boulevard, St. Louis, Missouri on February 1, 2013, at 10:00 a.m., local time, for the following purposes:
These items are more fully described in the accompanying proxy statement, which is hereby made a part of this Notice. Only shareholders of record of the Company at the close of business on December 10, 2012 are entitled to notice of, and to vote at, the meeting or any adjournment thereof.
Please promptly vote your shares by completing, signing, dating and returning the enclosed proxy card in accordance with the instructions to ensure your shares are represented.
ZOLTEK COMPANIES, INC.
3101 McKelvey Road
St. Louis, Missouri 63044
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 1, 2013
This proxy statement is furnished to the shareholders of ZOLTEK COMPANIES, INC. in connection with the solicitation of proxies for use at the Annual Meeting of Shareholders to be held at the Hilton St. Louis Frontenac, 1335 South Lindbergh Boulevard, St. Louis, Missouri at 10:00 a.m., local time, on Friday, February 1, 2013, and at all adjournments thereof, for the purposes set forth in the preceding notice of annual meeting of shareholders.
This proxy statement, the notice of annual meeting and the accompanying proxy card were first mailed to the shareholders on or about January 2, 2013.
The accompanying proxy is being solicited by our Board of Directors. A proxy may be revoked at any time before it is voted by filing a written notice of revocation or a later-dated proxy card with the Secretary of our Company at our principal offices or by attending the annual meeting and voting the shares in person. Attendance alone at the annual meeting will not of itself revoke a proxy. Proxy cards that are properly executed, timely received and not revoked will be voted in the manner indicated thereon at the annual meeting and any adjournment thereof.
We will bear the entire expense of soliciting proxies. Proxies will be solicited by mail initially. Our directors, executive officers and employees also may solicit proxies personally or by telephone or other means but such persons will not be specially compensated for such services. Certain holders of record, such as brokers, custodians and nominees, are being requested to distribute proxy materials to beneficial owners and will be reimbursed by us for their reasonable expenses incurred in sending proxy materials to beneficial owners.
Only shareholders of record at the close of business on December 10, 2012 are entitled to notice of, and to vote at, the annual meeting. On such date, there were 34,355,192 shares of our common stock, $.01 par value, issued and outstanding.
Each outstanding share of our common stock is entitled to one vote on each matter to be acted upon at the annual meeting. A quorum is required for votes taken at the annual meeting to be valid. A quorum will be attained if holders of a majority of the common stock issued and outstanding on the record date are represented at the annual meeting in person or by proxy. After a quorum has been established, the two nominees receiving the most votes will be elected directors. Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm (Proposal 2) requires the affirmative vote of the holders of a majority of the shares of our common stock voting on the proposal. Approval of the advisory resolution relating to our executive compensation (Proposal 3) requires the affirmative vote of the holders of a majority of the shares of our common stock voting on the proposal. The advisory vote recommending the frequency (every one, two or three years) of advisory votes on executive compensation (Proposal 4) that receives the greatest number of votes will be considered our shareholders’ advice on the issue. Except as otherwise required by our Restated Articles of Incorporation or applicable law, approval of any other matter submitted for a vote of the shareholders at the annual meeting requires the vote of the holders of a majority of the Common Stock represented in person or by proxy at the meeting.
Shares subject to abstentions will be treated as shares that are represented at the annual meeting for purposes of determining the presence of a quorum but as unvoted for purposes of determining the number of shares voting on a particular proposal. Accordingly, abstentions will not affect the election of directors or the other matters to be submitted to the shareholders for a vote. If a broker or other nominee holder indicates on the proxy card that it does not have discretionary authority to vote the shares it holds of record on a proposal, those shares will not be treated as voted for purposes of determining the approval of the shareholders on a particular proposal.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON FEBRUARY 1, 2013:
The proxy statement and the Company’s 2012 Annual Report to Shareholders are available for viewing, printing and downloading at www.zoltek.com under Investor Relations / Annual Reports.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table includes information as to persons known to our management to beneficially own 5% or more of our outstanding common stock as of December 10, 2012:
PROPOSAL 1: ELECTION OF DIRECTORS
Two individuals will be elected at the annual meeting to serve as Class II directors of our Company for a term of three years. The two nominees receiving the greatest number of votes at the annual meeting will be elected. Shareholders do not have the right to cumulate votes in the election of directors.
The persons named as proxies on the accompanying proxy card intend to vote all duly executed proxies received by our Board of Directors for the election of Michael D. Latta and Pedro Reynoso as Class II directors, except as otherwise directed by the shareholder on the proxy card. Mr. Latta and Mr. Reynoso are both currently directors of our Company. If for any reason Mr. Latta or Mr. Reynoso becomes unavailable for election, which is not now anticipated, the persons named in the accompanying proxy card will vote for such substitute nominee as is designated by the Board of Directors.
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF MICHAEL D. LATTA AND PEDRO REYNOSO AS CLASS II DIRECTORS.
The name, age, principal occupation or position and other directorships with respect to Mr. Latta and Mr. Reynoso and the other directors whose terms of office will continue after the annual meeting are set forth below.
CLASS II – TO BE ELECTED FOR A TERM OF THREE YEARS EXPIRING IN 2016
Michael D. Latta, age 71, has served as a director of our Company since 2007. Mr. Latta previously served as Chairman of the Board of Universe Corporation (a construction engineering and materials distributor). He served in this position from 1997 to 2012. He served as Chairman of the Board of Res Q Tec, Inc. (a manufacturer of hydraulic and pneumatic rescue equipment) from 1995 to 2010. Prior to 1995 he was President of Safety Equipment (a manufacturer of emergency vehicle warning equipment) from its founding in 1974.
Pedro Reynoso, age 68, has served as a director of our Company since May 2009. Mr. Reynoso is President and CEO of Planfin, S.A. de C.V., a Mexican consulting firm he founded in 1982. Since 2002, he has also served as Director of Operations for the textile and packaging divisions of Cydsa, S.A. de C.V., a publicly traded Mexican Company that operates in the chemical and textile markets. Before joining Cydsa, Mr. Reynoso served in various executive and operating positions in manufacturing and financial services businesses. He also serves on the boards of directors of various publicly traded and privately owned Mexican companies active in a range of industries, including mining, real estate, textiles, electronics and energy.
CLASS I – TO CONTINUE IN OFFICE UNTIL 2015
Linn H. Bealke, age 68, has served as a director of our Company since 1992. For more than five years prior to October 2002, he was President and Director of Mississippi Valley Bancshares, Inc. (a bank holding Company) and Vice Chairman of Southwest Bank of St. Louis (a commercial bank). In October 2002, Mississippi Valley Bancshares, Inc. was merged into Marshall and Ilsley Corporation. Mr. Bealke continued to serve as Vice Chairman of Southwest Bank of St. Louis until his retirement in December 2004.
George E. Husman, age 67, has served as a director of our Company since 2007. Mr. Husman was appointed Chief Technology Officer of our Company in February 2007. Prior to joining us, Mr. Husman was the Associate Director for Engineering Research at the University of Alabama at Birmingham since 2004. From 1993 to 2004, Mr. Husman served as the Vice President, Engineering Division, at the Southern Research Institute in Birmingham, Alabama. Prior to 1993, Mr. Husman spent six years with BASF Structural Materials, Inc. in various positions, including Vice President for Business Development and Vice President for Research & Development, and he spent 18 years at the Materials Directorate at Wright-Patterson Air Force Base in various research and management positions.
CLASS III – TO CONTINUE IN OFFICE UNTIL 2014
Zsolt Rumy, age 70, is the founder of our Company and has served as our Chairman, Chief Executive Officer, Chief Financial Officer and President and as a director since 1975.
Charles A. Dill, age 73, has served as a director of our Company since 1992. He is currently Managing Partner of Two Rivers Associates, LLC, a private equity firm, which is the successor to Gateway Associates, LP, where Mr. Dill was a General Partner since 1995. From 1990 to 1995, he served as CEO of Bridge Information Systems, Inc. (a provider of online data to institutional investors). From 1987 to 1990, Mr. Dill was President of AVX Corporation (a NYSE-listed global manufacturer of electronic components). Previous to 1987, Mr. Dill’s early career was spent in a number of executive positions with Emerson Electric, where he led the international growth and globalization of the Company. Mr. Dill serves as a director of Stifel Financial Corp. (an investment banking firm), as well as several private companies.
The Board of Directors has determined that all of its non-employee members are “independent directors” as defined by the rules applicable to companies listed on The Nasdaq Stock Market (“Nasdaq”). In making independence determinations for individual directors, the Board of Directors reviews any transactions and relationships between the Company or its subsidiaries with the director and his or her immediate family or with any business that is controlled by the director. The purpose of this review is to determine (1) whether any such transactions or relationships may cause the director not to meet the objective requirements for independence established under the Nasdaq listing standards or the applicable rules of the Securities and Exchange Commission, or (2) whether any such transactions or relationships are otherwise sufficiently material such that the Board, in its subjective judgment, is unable to conclude that the director is independent. The types of transactions and relationships that might cause a director not to qualify as independent under the Nasdaq standards or not to be deemed independent by the Board in the exercise of its subjective judgment are not necessarily the same types of transactions and relationships that are required to be disclosed elsewhere in this proxy statement or in other reports filed with the Securities and Exchange Commission. In making determinations about the independence of directors, the Board considers the objective standards that directors must meet under the Nasdaq standards as well as a variety of subjective factors. These subjective factors include particular or unique relationships between the Company and the director or the director’s interests, even if such relationships do not exceed the specific dollar or other thresholds that would disqualify the director from being independent.
Board Meetings and Committees
During the fiscal year ended September 30, 2012, our Board of Directors met four times. Our Board has a standing Audit Committee and a standing Compensation Committee. Each director attended not less than 75% or more of the aggregate number of meetings of our Board of Directors and committees of which such director was a member during fiscal 2012. It is our policy to strongly encourage our Board members to attend the annual meeting of shareholders. At last year’s annual meeting, all of the directors were in attendance.
The members of the Audit Committee are Messrs. Bealke, Dill, Latta and Reynoso, all of whom are considered independent under the listing standards of Nasdaq. Mr. Dill serves as the Audit Committee’s financial expert. The Audit Committee operates under a written charter adopted by the Board of Directors. The Audit Committee charter is available at www.zoltek.com. The Audit Committee met four times in fiscal 2012. The primary functions of the Audit Committee are to oversee (a) the integrity of our financial statements, (b) our compliance with legal and regulatory requirements, (c) our independent auditors’ qualifications and independence and (d) the performance of our internal audit function and independent auditors. The Audit Committee’s activities are intended to involve guidance and oversight and not to diminish the primary responsibility of management for our financial statements and internal controls.
The Compensation Committee is comprised of Messrs. Dill and Latta, each of whom is considered independent under the listing standards of Nasdaq. The Compensation Committee is authorized to review and make recommendations to our Board of Directors regarding the salaries and bonuses to be paid executive officers and to administer our long-term incentive plans. Members of the Compensation Committee held one formal meeting during the year and regularly considered and discussed compensation at Board meetings and consulted informally with each other and with members of management from time to time in fiscal 2012. The Compensation Committee (a) determines the compensation level of our Chief Executive Officer and changes to that compensation and oversees compensation levels of other executive officers, as well as certain other highly-compensated key employees, (b) reviews the Compensation Discussion and Analysis relating to our Company’s executive compensation programs and approves the inclusion of the same in our proxy statement and (c) along with the Board of Directors, administers, and makes recommendations with respect to, our incentive compensation plans and stock-based plans. The Compensation Committee charter is available at www.zoltek.com.
Qualifications of the Board of Directors
The Board of Directors considers the experience, qualifications, attributes and skills, taken as a whole, in its selection of directors and nominees for the Board of Directors. For more information on the director nomination process, see “Director Nomination Process” below. The Board of Directors has set no specific minimum qualification for a nominee to the Board of Directors. Generally, selection of the current members of the Board of Directors focused on the information discussed in each of the directors’ individual biographies as set forth above under “Proposal 1: Election of Directors.” In particular, the Board of Directors considered the following attributes of our nominees and continuing directors in its assessment:
· With regard to Mr. Dill, the Board considered his extensive management and business experience, including his financial expertise and service on the Boards of Directors of other public companies.
· With regard to Mr. Rumy, the Board considered his expertise in the carbon fiber, composite materials and manufacturing industries, and his long tenure as the founder and principal executive officer of the Company.
· With regard to Mr. Latta, the Board considered his extensive management and manufacturing experience as well as his entrepreneurial know-how and financial expertise.
· With regard to Mr. Reynoso, the Board considered his experience and expertise across multiple facets of manufacturing businesses, and his background in multinational companies and global operations and his familiarity with doing business in Mexico where the Company has a major facility.
· With regard to Mr. Bealke, the Board considered his extensive experience in banking and finance industries along with his managerial and financial expertise.
· With respect to Mr. Husman, the Board considered his educational background and research experience, as well as his manufacturing and management experience and his technical knowledge of the carbon fiber manufacturing and advanced composites industry.
Board Leadership Structure and Role in Risk Oversight
The positions of Chairman of the Board and Chief Executive Officer are currently held by Mr. Rumy. Our Company has historically operated using the traditional U.S. Board leadership structure under which the Chief Executive Officer also serves as Chairman of the Board of Directors. The Board believes that the Company has been well-served by this leadership structure and that this structure continues to be the optimal structure for our Company and our shareholders. The Board believes that this structure demonstrates to our employees, customers and shareholders strong leadership, with a single person having primary responsibility for managing the Company's operations. On balance, the Company has a Board comprised largely of independent directors (four of six), who meet regularly in executive session. The Board, on a periodic basis, will continue as part of its review of corporate governance and succession planning, to evaluate the Board's leadership structure to ensure that it remains best suited for our Company and our shareholders.
Our Board of Directors has responsibility for the oversight of risk management. Our Board of Directors, either as a whole or through its committees, regularly discusses with management and the Company’s independent registered public accountants areas of material risk exposures, their potential impact on the Company, the steps we take to monitor risk exposure and controls to mitigate such exposures.
While the Board is ultimately responsible for the oversight of risk management at our Company, our Board Committees assist the Board in fulfilling its oversight responsibilities. In particular, the Audit Committee reviews financial risk exposures through monitoring the independence and performance of the Company’s internal and external audit functions and the quality and integrity of the Company’s financial reporting process and systems of internal controls. The Compensation Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs, through a review of compensation to executive officers, directors and employees in general.
Director Nomination Process
Nominees for director are recommended for selection by the Board of Directors by a majority of the independent directors. In light of the number of independent directors and the lack of nominations by shareholders in the past, the Board of Directors has not adopted a formal nominating committee or nominating committee charter. The independent directors will consider candidates for nomination recommended by shareholders. Any shareholder wishing to nominate a candidate for director at a shareholders meeting must submit a proposal as described under “Proposals of Shareholders” and furnish certain information about the proposed nominee. The notice submission should include information on the candidate for director, including the proposed candidate’s name, age, business address, residence address, principal occupation or employment for the previous five years, and number of shares of our common stock owned beneficially or of record. In considering a potential nominee for the Board, shareholders should note that the rules of Nasdaq require that a majority of the Board of Directors be independent, as defined by Nasdaq rules. Further, the candidates should evidence: personal characteristics of the highest personal and professional ethics, integrity and values; an inquiring and independent mind and practical wisdom and mature judgment; broad training and experience at the policy-making level in business, government or community organizations; expertise that is useful to our Company and complementary to the background and experience of other Board members; willingness to devote a required amount of time to carrying out the duties and responsibilities of Board membership; commitment to serve on the Board over a period of several years to develop knowledge about our Company, its strategy and its principal operations; willingness to represent the best interests of all shareholder constituencies and objectively appraise management performance; and involvement in activities or interests that do not create a conflict with the director’s responsibilities to our Company. The Board of Directors considers diversity of backgrounds, occupations and viewpoints, as well as a connection with the communities served by the Company. The notice submission should be addressed to our Board of Directors, c/o Zoltek Companies, Inc., 3101 McKelvey Road, St. Louis, Missouri 63044.
Communications with the Board of Directors
Shareholders who desire to communicate with members of the Board should send correspondence addressed to Board of Directors, c/o Zoltek Companies, Inc., 3101 McKelvey Road, St. Louis, Missouri 63044. All appropriate shareholder correspondence is forwarded directly to the members of the Board of Directors. The Company does not, however, forward sales or marketing materials or correspondence not clearly identified as shareholder correspondence.
Directors, other than Mr. Rumy, are currently paid $750 per quarterly Board meeting attended. Directors are also entitled to reimbursement for out-of-pocket expenses incurred in connection with attendance of Board or committee meetings. In addition, each of the directors is eligible to participate in our long-term incentive plan. During fiscal 2012, the first business day after the date of our annual meeting of shareholders, each director was granted options to acquire 7,500 shares of common stock. In addition, newly elected directors also receive an initial grant of options to purchase 7,500 shares at the time of their election. Options granted to the directors entitle the director to purchase common stock at a price equal to the fair market value on the date of grant. The options by their terms are not transferable by the director except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order. The options are exercisable solely by the director during the director’s lifetime and following the death of the director, by the executor or administrator of the director’s estate. Each option is immediately exercisable as to any or all shares and may be exercised at any time or from time to time. Options that are outstanding and unexercised at the time the holder ceases to be a director of the Company for any reason terminate on the first to occur of the expiration date of the option or the expiration of 24 months after the date the holder ceases to be a director. Unless exercised or terminated sooner, each option granted in fiscal 2007 or prior expires on the tenth anniversary of the date of grant. Each option granted in fiscal 2008 and thereafter expires on the fifth anniversary of the date of grant. The Company has the right, but not the obligation, to settle options granted in fiscal 2008 and thereafter for cash equal to the difference between the market price and the exercise price on the date of exercise.
Compensation received by Mr. Husman for his service as a director is set forth under “Summary Compensation Table.” Mr. Rumy does not receive any separate compensation for his service as a director of our Company.
The following table discloses the fees earned or paid to our non-employee directors during fiscal 2012:
SECURITY OWNERSHIP BY MANAGEMENT
The following table indicates, as of December 10, 2012, the beneficial ownership of Zoltek common stock by each of our directors, each nominee for election as a director, our executive officers named in the Summary Compensation Table and all directors and executive officers of our Company as a group:
* Less than one percent
Compensation Discussion and Analysis
Overview of Executive Compensation and Philosophy
The Compensation Committee of the Board of Directors is responsible for establishing and overseeing our overall compensation policy. The Compensation Committee is responsible for the determination of the compensation levels of our Chief Executive Officer and oversight of all executive compensation paid to the Named Executive Officers included in the Summary Compensation Table. The guiding principle of the Compensation Committee is the belief that executive compensation should be based on performance and productivity in contributing to the success of Zoltek and the growth in shareholder value.
Some primary elements of Zoltek’s executive compensation program are discretionary based upon the Compensation Committee’s evaluation of attainment of overall corporate goals. The Compensation Committee takes a comprehensive approach to determining the mix and level of executive compensation by making an overall assessment of the performance of our Named Officers and the role and relative contribution of each. This approach consists of a subjective consideration of each Named Officer’s overall role in the Company, not on individual, predetermined metrics or data points. Zoltek seeks to meet its ultimate responsibility to its shareholders by striving to create superior, long-term return on their investment through successful execution of the Company’s long-term strategy, earnings growth and the prudent management of our business. The Compensation Committee oversees the Company’s executive compensation program with the goal that total compensation paid to executive officers, including the Named Executive Officers, is fair internally, competitive externally, offers appropriate motivation and discourages excessive risk-taking.
The Zoltek executive compensation program includes both cash and stock-based compensation. Actual levels of total compensation in any given year are a function of the Compensation Committee’s and the Board’s assessment of managers’ success in achieving Company goals and executing the Company’s strategy. In fiscal 2012, the Compensation Committee decided to make certain changes to our long-term equity incentive program to emphasize performance-based stock options. See “– Long-Term Incentive Compensation” below.
In establishing compensation levels for our named executive officers in fiscal 2012, the Compensation Committee recognized that, despite a global economic slowdown and continued economic uncertainty, the Company reported the highest revenue in its history of $186.3 million, a 22.8% increase over the prior year, and reported net income of $22.9 million, representing an improvement from a $3.6 million net loss in fiscal 2011. Earnings per share also were at an all-time high of $0.67 per share.
Evaluation of Executive Performance
In evaluating the executives’ performance and in order to insure that the executive compensation packages are competitive, from time to time the Compensation Committee and the Board review the compensation paid to each executive officer. In making a determination, the Compensation Committee and the Board give material consideration to the Company's results of operations and financial condition, competitive factors and the Company's resources. The Board is cognizant that as a relatively small Company, Zoltek has limited resources and opportunities with respect to recruiting and retaining key executives. Accordingly, from time to time, the Company has relied upon long-term employment agreements to retain qualified personnel and granting of equity-based awards with required vesting periods. The Committee does not have a particular policy of establishing salaries or equity compensation for Zoltek executive officers compared to a peer group of companies. However, the members of the Compensation Committee make general comparisons based on their extensive business experience. Currently, no executive officers have employment agreements.
As part of its oversight function, the Compensation Committee and the Board review the status of Company officers, their positions, progress towards overall Company objectives and compensation. They also regularly meet with the Chief Executive Officer to discuss overall executive team capabilities and capacity as well as individual executive performance. The Chief Executive Officer recommends the amount and form of compensation for other executive officers.
Proposed compensation for all but the Chief Executive Officer is initiated by the Chief Executive Officer. He evaluates the other executive officers in terms of their overall individual job performance and contribution to overall Company performance. The Chief Executive Officer then reviews his evaluations with the Board of Directors, including members of the Compensation Committee. The Compensation Committee meets with the Chief Executive Officer and discusses his recommendations. The Compensation Committee also meets with the Chief Executive Officer and evaluates his performance and discusses future compensation considerations. The Committee’s assessment also includes recognizing the current value created from consistent effort in prior years and anticipating future value creation through current efforts.
Executive Compensation Components
In fiscal 2012, the components of compensation for Zoltek’s officers, including the Named Executive Officers, were:
These components of the executives’ total compensation program are discussed more fully below.
The Company pays Named Executive Officers salaries to compensate them for services given during the year. The Compensation Committee considers performance evaluations from the Chief Executive Officer for the past year, and that individual’s future potential, as well as how the executive has contributed to Zoltek’s performance generally.
Annual Incentive Compensation
The annual incentive component of compensation is a cash payment designed to link executive pay to the Company’s annual performance. The annual incentive compensation for fiscal 2012 was discretionary based upon the Compensation Committee’s evaluation of overall corporate performance, but there were no specific goals established by the Compensation Committee tied to annual incentive compensation. The determination of whether to grant awards to each executive under this component is based on the Committee’s evaluation of the individual’s contribution to progress toward achieving strategic goals that the Compensation Committee believe enhance shareholder value, as well as the level of participation in long term incentives. In considering the advisability of paying short-term incentive compensation for fiscal 2012, the Committee determined that, while significant contributions were made by executive management toward the Company’s strategic plan during fiscal 2012, no bonuses should be paid to executive officers for fiscal 2012.
Long-Term Incentive Compensation
The primary purpose of our long-term incentive program is to align the interests of our key employees, including the executive officers, with the interests of our stockholders by offering these key employees an opportunity to benefit from increases in the market price of our common stock. The granting of stock options and restricted stock is specifically targeted toward retention of our executives and other key employees. Our equity incentive program provides long-term incentives that have enabled us to attract and retain key employees by encouraging their ownership of our common stock.
Option grants, when made to non-directors, are granted pursuant to our 2008 Long-Term Incentive Plan, which was approved by our stockholders in February 2008. No stock options are granted at a price that is less than the fair market value of a share of our common stock on the date of grant. Outstanding employee stock options typically expire ten years from the date of grant. Options typically terminate three months after termination of employment, or 12 months after termination after termination of employment in the case of retirement, death or total disability. There may be times when options may be granted and options when the Board or Compensation Committee is in possession of material non-public information. The Compensation Committee typically does not take such information into account when determining whether and in what amount to make option grants.
The granting of restricted stock is specifically targeted toward the retention of the grantees. Restricted shares granted in fiscal 2008 vested 17% after the first year, 33% after the second year and 50% after the third year from date of grant. Restricted shares granted in fiscal 2009 vest 50% on December 31, 2011 and 50% on December 31, 2012. The Company has settled vested restricted share grants by payment of the share’s value in cash for shares which vested during fiscal 2012 and prior fiscal years.
2012 Performance-Based Stock Option Grants.
For fiscal 2012, the Company approved a performance-based stock option program (the “Performance Option Program”) to align equity incentives to company performance in furtherance of driving the Company’s long-term financial success and achieve its goal of $500 million in sales by fiscal 2015. Under the Performance Option Program, the Company awarded executive officers and other key employees performance-based stock options with separate financial performance vesting conditions and individual performance vesting conditions for each of fiscal 2012, 2013 and 2014.
For each fiscal year in the three-year performance period beginning with fiscal 2012 and ending with fiscal 2014, the Compensation Committee established threshold, target and maximum goals for total revenue, the achievement of which establishes the total pool of options (the “available option pool”) that could potentially vest in respect of that year’s performance. For each award, under the Performance Option Program, the maximum number of shares available to vest in each fiscal year’s pool is equal to one-third of the total number of shares subject to the award. The actual available option pool for each award is determined based on the total revenue of the Company measured against the threshold, target and maximum revenue goals established for the applicable fiscal year. The threshold for fiscal 2013 will equal $186 million, and the threshold for fiscal 2014 will equal the lesser of $375 million and the Company’s reported revenue for the immediately preceding fiscal year. The targeted revenue goals for fiscal 2013 and 2014 are $325 million and $450 million. Once the available option pool for a fiscal year is established for each award, the number of options subject to the award that vest in such fiscal year is determined by weighted company financial performance measures based on total revenue and company earnings before income tax, depreciation and amortization, and on individual performance measures established for each executive. These individual performance objectives are generally based on the Named Officer’s position, individual goals and the strategic objectives of the Company. Individual performance objectives are measured and are based on an approved individual business plan designed to contribute to the revenue growth and earnings objectives of the Company. The financial performance and individual performance objectives and their weightings were established at the beginning of the three-year measurement period. At the end of each fiscal year, the Compensation Committee reviews with management the achievement of the financial performance and individual performance objectives under the Performance Option Program, and determines for each award the number of shares that vested in the applicable fiscal year.
In November 2011, under the Performance Option Program the Compensation Committee granted performance stock options, subject to vesting, to our Named Executive Officers in the following maximum amounts: Mr. Rumy, 187,500 shares; Mr. Whipple, 150,000 shares; Mr. Husman, 75,000 shares; Mr. Schell, 150,000 shares; and Mr. Purcell, 150,000 shares. Each of the awards vests over a three-year period, and has an exercise price of $5.72 per share, the closing price of our common stock on the date of grant. For fiscal 2012, based on the Company’s total revenue of $186 million for fiscal 2012, which exceeded the $175 million revenue threshold for fiscal 2012, the available option pool under the Performance Option Program was equal to 40% of the maximum number of shares available to vest in fiscal 2012. In December 2012, the Compensation Committee determined that, based on the applicable financial performance and individual performance objectives for each award, the number of shares vested under the Performance Option Program for fiscal 2012 for each Named Executive Officer was as follows: Mr. Rumy, 25,240 shares; Mr. Whipple, 20,142 shares; Mr. Husman, 17,163 shares; Mr. Schell, 17,235 shares; and Mr. Purcell, 17,020 shares.
Certain Additional Employee Benefits
Standard Benefits Package
As with all other Zoltek employees, the executives are eligible for the same health and dental insurance, accidental death insurance, disability, vacation, 401(k) and other similar benefits offered by the Company. The Company’s benefits package generally is designed to assist employees in providing for their own financial security in a manner that recognizes individual needs and preferences.
In order to provide more competitive compensation package for Mr. Rumy and in recognition that his base salary remains significantly below the level which the Committee believes the Company could otherwise expect to pay for an executive of Mr. Rumy’s background and responsibilities, during fiscal 2012 we reimbursed Mr. Rumy for dues to social/country clubs of his choosing in the amount of $36,192 which Mr. Rumy utilizes in connection with his business activities on behalf of the Company. In addition, we provided him with an automobile allowance of $18,000. The Company does not generally offer management any other personal benefits not available to Company employees.
Tax Deductibility of Pay
Section 162(m) of the Internal Revenue Code of 1986, as amended, places a limit of $1,000,000 on the amount of compensation that Zoltek may deduct in any one year with respect to each of its five most highly paid executive officers. To maintain flexibility in compensating executive officers in a manner designed to promote corporate goals, the Compensation Committee has not adopted a policy requiring all compensation to be deductible but will consider requiring compensation to be deductible on a case-by-case basis.
Our Company carefully monitors compensation levels to ensure they reflect an appropriate balance of pay-for-performance within acceptable risk parameters. Our Compensation Committee and Board generally considered compensation risk of the various elements of our Company’s overall compensation program (including incentive compensation programs). The Compensation Committee and Board considered, with input from management, our Company’s compensation programs including appropriate internal controls to mitigate or reduce risk. For example, the fact that the Company did not report any material weakness in its internal controls over financial reporting resulted in additional vesting of performance-based options. Based on the review, the Compensation Committee and Board determined that our Company’s compensation programs and policies do not create excessive and unnecessary risk taking. Our Company and the Compensation Committee and Board will continue to monitor and ensure proper policies and procedures are maintained to ensure ongoing risk management and assessment of compensation practices.
Compensation Committee Report
The responsibilities of the Compensation Committee are provided in its charter, which has been approved by our Board of Directors and is available at www.zoltek.com.
In fulfilling its oversight responsibilities with respect to the Compensation Discussion and Analysis included in this Report the Compensation Committee, among other things, has:
SUBMITTED BY THE COMPENSATION COMMITTEE
Charles A. Dill Michael D. Latta
Summary Compensation Table
For the fiscal years ended September 30, 2012, 2011 and 2010, the following table sets forth summary information concerning compensation awarded or paid to, or earned by, the Chief Executive Officer, Chief Financial Officer, Chief Technology Officer, Executive Vice President-Wind Energy and Vice President-Composite Intermediates of our Company, who were the only executive officers of our Company whose salary and bonus exceeded $100,000 for the fiscal year ended September 30, 2012 (collectively, the “Named Executive Officers”).
Grants of Plan-Based Awards
The following table sets forth information concerning stock option grants made in the fiscal year ended September 30, 2012, to the Named Executive Officers.
Outstanding Equity Awards At Fiscal Year End Table
The following table sets forth information with respect to the exercise of stock options by the Named Executive Officers during the fiscal year ended September 30, 2012, and the number of exercisable and unexercisable stock options at September 30, 2012, as well as the value of such stock options having an exercise price lower than the closing price on September 30, 2012 (“in-the-money” options) held by the Named Executive Officers.
Option Exercises And Stock Vested
The following table sets forth information concerning amounts received or realized upon exercise of options or similar instruments, and the vesting of options, by the Named Executive Officers during fiscal 2012.
PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
Ernst & Young LLP served as our independent registered public accounting firm for the fiscal year ended September 30, 2012. Our Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2013. A resolution will be presented at the meeting to ratify the appointment of Ernst & Young LLP. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
The following table displays the aggregate fees for professional audit services for the audit of the Company’s financial statements for the fiscal years ended September 30, 2012 and 2011 and fees billed for other services during those periods by Ernst & Young LLP.
Since the Audit Committee adopted the pre-approval policy described below, the Audit Committee pre-approved under that policy fees, which on a fiscal year basis, represented 100% of the “Audit fees” in fiscal years 2012 and 2011. All tax fees for other services were pre-approved.
Consistent with Securities and Exchange Commission requirements regarding auditor independence, the Audit Committee has adopted a policy to pre-approve all audit and permissible non-audit services provided by the independent auditor. Under the policy, the Committee must pre-approve services prior to commencement of the specified service; provided, however that the appropriate officers of the Company are authorized on behalf the Company to engage Ernst & Young LLP to provide advisory services related to specified business and tax issues, including routine on-call tax matters, international tax, transfer pricing, domestic tax, indirect (non-income) tax, and tax audit assistance. Such authority is limited to $25,000 per project and $50,000 in the aggregate during fiscal 2013. The Audit Committee periodically reviews reports summarizing the services, including fees, provided by the independent auditor; a listing of pre-approved services provided; and a current projection of the estimated annual fees to be paid to the independent auditors.
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2013.
PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION
We are seeking an advisory vote from our shareholders to approve the compensation of our Named Officers, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K (including in the Compensation and Discussion Analysis section (“CD&A”), compensation tables and accompanying narrative disclosures). Item 402 of Regulation S-K of the Securities Exchange Commission sets forth what companies must include in their CD&A and compensation tables. As required by recently adopted amendments to Section 14A of the Securities Exchange Act of 1934, this is an advisory vote, which means that our Board will consider our shareholders’ vote on this proposal when making future compensation decisions for our Named Officers.
As discussed in the CD&A, our Compensation Committee has structured our compensation program to emphasize performance and productivity in contributing to the success of Zoltek and the growth in shareholder value. The compensation opportunities provided to our Named Officers are highly dependent on our and each individual’s performance, which in turn is intended to drive the enhancement of stockholder value. Our Compensation Committee and Board will continue to emphasize responsible compensation arrangements designed to attract, motivate, reward and retain executive talent required to achieve our corporate objectives and to align with the interests of our long-term shareholders.
We believe that the information regarding named executive officer compensation as disclosed within the “Executive Compensation” section of this proxy statement demonstrates that the Company’s executive compensation program was designed appropriately and structured to ensure the retention of talented executives and a strong alignment with the long-term interests of the Company’s shareholders. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the Company’s named executive officers, as described in this proxy statement. Accordingly, the Company will ask the Company’s shareholders to vote “FOR” the following resolution:
“RESOLVED, that the compensation paid to the Company’s named executive officers as disclosed under “Executive Compensation” pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, Compensation Tables and narrative disclosure contained in this proxy statement, is hereby APPROVED.”
Because the vote is advisory, it will not be binding on the Company, the Board or the Compensation Committee, nor will it overrule any prior decision or require the Board or the Compensation Committee to take any action. However, the Compensation Committee and the Board value the opinions of the Company’s shareholders and to the extent there is any significant vote against the named executive officer compensation as disclosed in this proxy statement, the Compensation Committee and the Board will consider shareholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE ADVISORY RESOLUTION REGARDING COMPANY’S EXECUTIVE COMPENSATION.
Pursuant to SEC rules, we are providing our shareholders a separate opportunity to vote to recommend whether an advisory vote on named executive officer compensation should occur once every one, two or three years.
After careful consideration of this proposal, the Board has determined that an advisory vote on executive compensation that occurs yearly is the most appropriate alternative for the Company at this time and demonstrates the Company’s commitment to good corporate governance, and therefore the Board recommends a yearly advisory vote on executive compensation.
Although the vote is non-binding, our Board of Directors will take into account the outcome of the vote when making future decisions about the Company’s executive compensation policies and procedures.
Shareholders may cast their vote on the preferred voting frequency by choosing the option of one year, two years, or three years or abstain from voting when voting on this proposal. The option of one year, two years or three years that receives a majority of votes cast by shareholders will be the frequency for the advisory vote on executive compensation that has been recommended by shareholders. However, because this vote is advisory and not binding on the Board or the Company in any way, the Board may decide that it is in the best interests of the Company’s shareholders and the Company to hold an advisory vote on executive compensation more or less frequently than the option recommended by the Company’s shareholders.
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS SHAREHOLDERS SELECT “ONE YEAR” ON THE PROPOSAL RECOMMENDING THE FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION.
REPORT OF THE AUDIT COMMITTEE OF
THE BOARD OF DIRECTORS
The Audit Committee oversees our financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process including the systems of internal controls. The Audit Committee operates pursuant to a written charter which was amended and restated by the Board of Directors on December 6, 2003. Our independent accountants are responsible for expressing an opinion on the conformity of our audited financial statements to generally accepted accounting principles. The Board of Directors has determined that the members of the Audit Committee are independent within the meaning of the listing standards of Nasdaq.
In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited financial statements in our Annual Report with management, including a discussion of the quality, and not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements. The Audit Committee meets with the independent accountants, with and without management present, to discuss the scope and plans for the audit, results of their examinations, their evaluations of the internal controls, and the overall quality of our financial reporting. The Audit Committee reviewed with the independent accountants the acceptability of our accounting principles and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards including, but not limited to, those matters under SAS 61 (Codification of Statements on Auditing Standards). In addition, the Audit Committee has discussed with the independent auditors the auditors' independence from management and the Company, including the matters in the written disclosures required by the Independence Standards Board Standard No. 1. The Audit Committee met four times during fiscal 2012.
In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board approved, that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended September 30, 2012, for filing with the Securities and Exchange Commission.
Submitted by the Audit Committee of the Board of Directors
Linn H. Bealke Charles A. Dill Michael D. Latta Pedro Reynoso
RELATED PARTY TRANSACTIONS
Pursuant to its charter, our Audit Committee is responsible for reviewing and approving all transactions of our Company in which a related person has a direct or indirect material interest. It is our policy that executive management notify the Audit Committee of any transaction that may be deemed a related party transaction. Upon such a notification, the Audit Committee will meet to review the terms of such a transaction and make any necessary determinations. We maintain various policies and procedures relating to the review, approval or ratification of transactions in which we, or any of our directors, officers or employees, may have a direct or indirect material interest. Our Code of Business Conduct, which may be found on our website at www.zoltek.com under About Us/Corporate Policies, prohibits our directors, officers and employees from engaging in specified activities without prior approval of management or our Board or Audit Committee.
In 2007, our Audit Committee established a written policy and procedures for review and approval of transactions and business arrangements in which the aggregate amount involved will or may be expected to exceed $100,000 in any calendar year and in which one of our directors, executive officers, or nominees for director, or their immediate families, or a greater than 5% owner of our stock, may also be a director, executive officer, or investor, or have some other direct or indirect material interest. We refer to these relationships generally as “related party transactions.” If a related party transaction subject to review directly or indirectly involves a member of the Audit Committee (or an immediate family member or domestic partner), the remaining Committee members will conduct the review. In evaluating a related party transaction involving a director, executive officer, or their immediate family members, the Audit Committee considers, among other factors it deems appropriate, whether the related party transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction.
We did not have any related party transaction in fiscal 2012 that was required to be disclosed under applicable regulations of the Securities and Exchange Commission.
PROPOSALS OF SHAREHOLDERS
Under applicable regulations of the Securities and Exchange Commission, all proposals of shareholders to be considered for inclusion in the proxy statement for the 2013 Annual Meeting of Shareholders must be received at our executive offices, c/o Zsolt Rumy, Chairman of the Board, President and Chief Executive Officer, 3101 McKelvey Road, St. Louis, Missouri 63044 by not later than September 4, 2013. Our By-Laws also prescribe certain time limitations and procedures which must be complied with for proposals of shareholders, including nominations of directors, to be considered at such annual meeting. Our By-Laws provide that shareholder proposals which do not appear in the proxy statement may be considered at a meeting of shareholders only if written notice of the proposal is received by the Secretary of the Company not less than 30 and not more than 60 days before the annual meeting; provided, however, that, in the event that less than 40 days’ notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be received not later than the close of business on the tenth day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made.
Any written notice of a shareholder proposal must include the following information: (a) as to each person whom the shareholder proposes to nominate for election or re-election as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (b) as to any other business that the shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such shareholder; and (c) as to the shareholder giving the notice, (1) the name and address of such shareholder, as it appears on our books, and (2) the class and number of shares of our common stock which are owned beneficially by such shareholder.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires that our executive officers and directors, and persons who own more than ten percent of our outstanding stock, file reports of ownership and changes in ownership with the Securities and Exchange Commission. To the knowledge of management, based solely on its review of such reports furnished to us and written representations that no other reports were required to be filed, all Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with during the fiscal year ended September 30, 2012, except that Mr. Husman filed one late Form 4 report with respect to an option grant transaction.
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information as of September 30, 2012 with respect to the shares of our common stock that may be issued under our existing compensation plans:
Our Annual Report for the fiscal year ended September 30, 2012 has simultaneously been mailed to the shareholders of the Company.
A copy of our Annual Report on Form 10-K for the fiscal year ended September 30, 2012, as filed with the Securities and Exchange Commission (excluding exhibits), may be obtained by any shareholder, without charge, upon written request to Jill A. Schmidt, Zoltek Companies, Inc., 3101 McKelvey Road, St. Louis, Missouri 63044, telephone number: (314) 291-5110.
We have adopted a Senior Executives Code of Ethics that applies to our executive officers. The Senior Executives Code of Ethics may be obtained free of charge by sending a written request to Jill A. Schmidt, Zoltek Companies, Inc., 3101 McKelvey Road, St. Louis, Missouri 63044.
Our Board of Directors does not intend to present at the annual meeting any business other than that referred to in the accompanying notice of annual meeting. As of the date hereof, the Board of Directors was not aware of any other matters which may properly be presented for action at the annual meeting. If, however, any other matters should properly come before the annual meeting, it is the intention of the persons named on the proxy card to vote the shares represented thereby in accordance with their judgment as to the best interest of our Company on such matters.
January 2, 2013
ZOLTEK COMPANIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Zsolt Rumy and Andrew Whipple, and each of them, with or without the other, proxies, with full power of substitution to vote, as designated below, all shares of stock that the signatory hereof is entitled to vote at the Annual Meeting of Shareholders of Zoltek Companies, Inc. to be held at the Hilton St. Louis Frontenac, 1335 South Lindbergh Boulevard, St. Louis, Missouri on Friday, February 1, 2013, at 10:00 a.m., local time, and all adjournments thereof, all in accordance with and as more fully described in the Notice and accompanying Proxy Statement for such meeting, receipt of which is hereby acknowledged.
CLASS II – MICHAEL D. LATTA AND PEDRO REYNOSO
(INSTRUCTION: To withhold authority to vote for any individual nominee
write that nominee’s name in the space provided below.)
o ONE YEAR o TWO YEARS o THREE YEARS o ABSTAIN
This proxy also may be voted, in the discretion of the proxies, on any matter that may properly come before the meeting and all adjournments thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” EACH OF THE NOMINEES LISTED ABOVE IN THE ELECTION OF DIRECTORS, “FOR” APPROVAL OF PROPOSALS 2 AND 3 ABOVE, AND FOR “ONE YEAR” ON PROPOSAL 4.
Dated this _____ day of ____________________________, 2013.
PLEASE DATE, SIGN AND MAIL PROMPTLY IN THE ENCLOSED ENVELOPE.
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