UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Kavilco Incorporated

 

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Kavilco Incorporated

1000 2nd Ave, Suite 3320

Seattle, WA 98104

 

 

 

 

October 6, 201711, 2018

 

Re: Annual Meeting

 

Dear Shareholder,

 

You are invited to attend Kavilco’s 4445th Annual Meeting and Dinner to be held on November 4, 201710, 2018 at The Landing in Ketchikan, Alaska. Details about the meeting are described in the enclosed Notice of Annual Meeting and Proxy Statement.Statement; and the doors open for dinner at 5:30 pm.

 

We strongly encourage you to attend the Annual Meeting. Attendance at our shareholder meetings helps to maintain good communication and understanding. Chief Financial Officer Scott Burns and I will be there to report on current operations and discuss future plans. We will also provide time for your questions and comments.

 

Voting is one of your most important rights and responsibilities as a shareholder. We urge you to vote by mail with the enclosed ballot as soon as possible. If we do not get over 50% of the vote back, we will have to redo the vote and this will be done at the cost of all shareholders.

 

We believe that Kavilco’s Board and management have avoided the pitfalls of other Southeast Native corporations and major economic events over the past twothree decades because of independent thinking and research. We have established a tradition of integrity, insight and vision. Your Board has made decisions that we believe are conservative and protective of your financial portfolio in keeping with our mission statement, “To honor the vision and unselfish actions of our Kasaan Haida ancestors and elders, the goals of Kavilco Incorporated are to provide dividends and to preserve the assets for all generations to come.”

 

The Board of Directors recommends your strong support for the Board-approved management proxy. By voting with the enclosed BALLOT and returning it in the prepaid envelope provided, you will help to assure our continued success.

 

Sincerely,

/s/Louis L. Jones, Sr. President

 

Encl.

LLJ/cmd

 
 

 

 

Mission Statement

 

“To honor the vision and unselfish actions of our Kasaan Haida ancestors and elders, the goals of Kavilco Incorporated are to provide dividends and to preserve the assets for all generations.”

 

Kavilco is working for our Shareholders and working to preserve our Haida heritage.

The shareholders voted to make land and dividends the top priority of the Corporation. Kavilco Incorporated is becoming a leading Native Corporation in Alaska and in the Country. We are on the right track with the financial management that is in place and we are doing this while focusing on our heritage.

 

This approach started when Kavilco selected land that included the Totem House and Old Kasaan property to work to preserve our important Haida heritage. Kavilco, The Kasaan Haida Heritage Foundation, and the Organized Village of Kasaan also worked together to restore the most cherished symbol of Kasaan’s history: Chief Son-I-Hat’s Whale House/ Náay I´waans and Totem’sTotems Historic District Park. By forming the Kasaan Haida Heritage Foundation we are able to apply for grants enabling us to (among other things,) record Haida history, and to record the history of Kasaan.

 

Some of the other projects that Kavilco has worked on to directly benefit the community of Kasaan range from the powerhouse lease; the bulk fuel lease; the water easement & amendments lease; the road system to the shareholders subdivision and the tie to the Prince of Wales road system; lots issued to shareholders in 1987; the easement to the State for a boat harbor; space for a helicopter landing site for medical emergencies; lease to AP&T for a cell tower; 15 year lease to the Organized Village of Kasaan for office space in the Red Bunkhouse, the lease includes full renovation by OVK and $1 per year; solid waste site (garbage dump) and the building and operation of the sawmill for local employment.

 

Kavilco is working for the shareholders to preserve our community and Haida heritage while making land and dividends the top priority of the Corporation.

 

The Board of Director’s are privileged to be working hard on behalf of the Shareholders.

 
 

Board Members for Re-Election on the Management Ballot

Text Box:Marie K. Miller / ViceLouie Jones, Sr., President

The Last four years as President of Kavilco has been such an honor that I have workedfind it difficult to articulate. I can say without hesitation, when I retired from my position as a Chief Engineer, Alaska Marine Highway, I told my dearly departed wife of forty-eight years that I was not going to spend my remaining years laying on a couch waiting to die, trust me, this has not been the case. The first decision I made when I became president was not to try and fill Louie Thompson’s shoes. Those shoes could not be filled by anyone. He, as President of Kavilco, was amazing. I can also say my shoes were perfectly suited for the City of Ketchikan for twenty-five years beginning asrepairs that needed to be done in Kasaan starting with the Assistant, promoted to Training Coordinatordouble wide trailer; replacing the sink and the water heater among many other necessary repairs. The Kavilco bunkhouse in 1999Kasaan also needed reconditioning and since 2001 I have held the position of Human Resources Manager. I have been able to, in a Kavilcoshort time, do the necessary repairs to make it available for Board Member since 2003meetings and was elected as Vice President ofmeals for the Kavilco Board of Directors on January 17, 2014.Director’s and other celebrations. It has been a labor of love. The Kavilco Board now goes to Kasaan each year, recognizing that the City of Kasaan created Kavilco.

I have three beautiful daughters, Tara, Hailee and Jenna, and two grandchildren, Treven and Harley. Before Hailee went off to College and Jenna went into High School, (and got busy with Kayhi sports) they helped the Kasaan Haida Heritage Foundation by putting baskets together and participating in the auction. They both miss being able to attend and help out with the auction.

I am extremely proud of what Kavilco has done in the daughterpast, I am excited about where Kavilco is today, and in the direction that Kavilco is headed. I would like to continue being a part of Walter B.that and would appreciate your support on the proxy to vote for re-election of the Directors to the Board.

Text Box:Kenneth Gordon, Director

My name is Kenneth Edwin Gordon Jr., my mom is Eleanor Carol Young, Jr.my grandfather was Robert Philip Young and Kathy Peavey both spent a majoritymy grandmother was Eliza McAlpin. I am Raven-Brown Bear Clan of their childhood living in Kasaan. When I was a young girl we spent many summers in Kasaan until my dad passed away. For this reason Kasaan has always held a special place in my heart; the happiest memoriesTaas Laa Naas. I have of my dad areserved Kavilco and you, the times we spent there. I remember my dad telling me that someday Kavilco would go great things and he was right. I am honored to have played a small role in that, and hope to continue on the Boardshareholder, as the first female Vice-President and it is my hope to continue on the Board. Thank you for your support.

Ramona Hamar, Director

Ramona Hamar has been a director duringthrough the following major economic events: Timber sale to ITT Rayonier for $25 million, recessions of 1980 and 1982, sale of Net Operating Loss to Drexel, Burnham and Lambert, Group Inc., 1987 stock market crash, Internal Revenue Service audit on the Net Operating Loss, oversight on the process to become a Registered Investment Company, biggest bond market crash inof 1994, the recession of 1999, the 2000 stock market crash the 2008 collapse of the housing bubble avoided collateralized debt obligations, collapse of insurance and banking industries,the historically low interest rates near 0% and the current stagnant economy.

Jeane Breinig, Director

Háw’aa for As you can see, we’ve experienced some significant difficulties and yet Kavilco remains one of the opportunitymost successful small village corporations in Alaska. As we strive to serve on Kavilco’s Board of Directors. It is an honorkeep our portfolio and a pleasureget you the highest annual distributions as possible, we also continue to work with the other DirectorsKasaan Haida Heritage Foundation, City of Kasaan and Organized Village of Kasaan to preserve our cultural heritage, as evidence of this, our documentaries, Kasaan Haida Elders Speak (Gásaáan Xaadaas Guusuu), Surviving Sounds of Haida, and the restoration of the Naay I’ waans (Chief Son-i-Hat Whale House.) Your current Board is working hard for you; I believe we work like a well-oiled machine together for you, and for the generations to come.  It has been an honor to serve as your board member and I thank you in advance for your continued support.

Text Box:Frederick O. K’Yuuhlgaansii (place of one’s own) Olsen, Jr., Director

Six years ago, I ran as an Independent candidate on my own proxy. Háw'aa! Thank You! You elected me then and again on the Kavilco ballot three years ago.  I will continue to look out for the best interests of our Kasaan Village, the Kasaan Haida people, and our CFO to maintain Kavilco’s strong financial position. We all agree it is important to maintain a healthy shareholder dividend stream while protecting our principal, our land, and our richShareholders.

Since 2012, we have had many cultural assets. Thank you.”

Raisedtopics on the Kavilco meeting Agendas including the white bunkhouse in Ketchikan and Kasaan Jeane has been married to Chris for 31 years, and they look forward to soon retiring in Kasaan. Jeane is the daughter of Julie and the late Perry Coburn. She carries her maternal grandmother’s name (Anna Frank Jones)T'áawxíwaa, which means “copper ribs.traditional garden sites, disposition of wood from the Whale House renovation,Jeane and Chrismedia permission for Kavilco properties that I have two sons, Lee (28)presented on. Last year, Kavilco joined the Prince of Wales Island Tribal Conservation District (TCD) and Luke (26). Lee’sI have represented Kavilco at this group’s meetings. The TCD consists of all 4 federally recognized tribes and all four ANCSA Village Corporations on the island with the goal of learning about and utilizing the US federal agencies and natural resource programs to help care for our land. Several projects in the works involve salmon stream enhancements and youth involvement.

I am the Vice President of the Kasaan Haida name,StaastHeritage Foundation. With the Kasaan Tribe (the Organized Village of Kasaan), is from his maternal great-grandfather (Louis Leer Jones). Luke’s Haida name isSeegaay.Jeanewe have spent the past several years working inon the airline industry in Ketchikan and Anchorage, and then returnedrenovation of the Chief Son-i-Hat Whale House. Our foundation has begun to college, earned a PHD in American Indian Literature and began teachinglook at the Universitycondition of Alaska in Anchorage in 1995. Jeane has served as Professorthe nearby Totems Historic District and Associate Dean, and was recently promoted to Associate Vice Chancellor for Alaska Natives & Diversity.is developing projects involving the totem poles.

 
 

NOTICE OF 4445th ANNUAL MEETING

 

 

DATE: November 4, 201710, 2018

 

REGISTRATION: 11:00 a.m. to 12:00 Noon

 

MEETING BEGINS: 1:00 p.m.

 

PLACE: The Landing

3434 Tongass, Ketchikan, Alaska

 

ITEMS OF BUSINESS: (1) To elect three Class III Directors with a term expiring in 2020.2021. Nominees are Ramona Hamar, Jeane Breinig,Louis Jones, Sr., Kenneth Gordon, and Marie Miller.Frederick O. Olsen, Jr.,

 

(2) to ratify the Company’s selection of independent certified public accountants, and

 

(3) to consider such other business as may properly come before the meeting or any adjournments thereof.

 

RECORD DATE: You are entitled to vote if you were a shareholder with class “A” shares at the close of business on October 6, 2017.11, 2018.

 

VOTING BY PROXY: Promptly complete, sign and return the enclosed BALLOT in the postage paid envelope provided regardless of whether or not you plan to attend the annual meeting. You may still vote in person at the meeting even though you have previously signed and mailed a proxy.

 

THIS PROXY STATEMENT AND BALLOT ARE BEING DISTRIBUTED ON OR ABOUT OCTOBER 6, 2017.11, 2018.

 

By order of the Board of Directors,

/s/Laird A. Jones,

Secretary

 
 

Questions And Answers About The Annual Meeting And Ballot

 

1.        WHY AM I RECEIVING THESE MATERIALS?

You are receiving these materials because you are a voting shareholder. The Board of Directors of Kavilco Incorporated areis soliciting the return of your ballot. Shareholders are encouraged to complete and mail the enclosed BALLOT, regardless of whether or not they plan to attend the meeting, to help ensure a quorum. If

 

2.       IF I FILL OUTCOMPLETE AND MAIL THE BALLOT THEN DECIDE TO ATTEND THE MEETING, CAN I TAKE IT BACK AND CHANGE MY VOTE AT THE MEETING?

YesYes; you can. You can change your vote by submitting a new ballot any time before the deadline or by voting in person at the meeting. The latest dated ballot is the one that will be counted if you submit more than one. Your earlier ballot will be revoked if you attend, register and vote in person at the annual meeting or if you file a later-dated ballotby registering with the Independent Inspectorsindependent inspectors of Election before 1:00 p.m. Alaska Standard Time on Saturday, November 4, 2017. election during the registration period specified in the Notice of Annual Meeting. They will provide you with a ballot to vote.Only your final ballot counts.

 

Shareholders are encouraged to attend the meeting and place their own vote(s), and shareholders. Shareholders are also encouraged to complete and mail the BALLOT, regardless of whether or not they plan to attend the meeting, to help ensure a quorum.

 

3.       WHO IS ENTITLED TO VOTE?

Only shareholders of record holding Class “A” shares at the close of business on October 6, 2017the record date noted on the Notice of Annual Meeting are entitled to vote.

 

4.       WHAT IS THE QUORUM REQUIREMENT OF THE MEETING?

The bylaws of the Corporation state that at least a majority of the total number of shares of Class “A” stock must be present, either in person or by proxy, to establish a quorum at the meeting. The quorum requirement for holding the meeting and transacting business is a majority of 50% plus one (1) vote of the shares of Class “A” stock. Conducting business will begin when a quorum is established.

 

5.       WHY IS DISCRETIONARY VOTING AN OPTION ON THE BALLOT?

Discretionary voting givesprovides you with the Kavilco Incorporatedoption to give voting authority to the management appointed proxy holders indicated on the ballot. These proxy holders will vote on your behalf for any such matter where discretionary ballot holders maximum flexibility for purposes of electing the Board Approved Nominees. In the event that Kavilco does not have enough votes to elect all three of its nominees, each Board Approved Nominee has agreed that Kavilco’s discretionary ballot holders may cast their ballotsvoting is requested or where no choice is indicated for the remaining management nomineesproposal, and in order to select as many as possible.any other matters that may lawfully come before the meeting.

 

6.       WHAT IS THE VOTE REQUIREMENT TO APPROVE EACH OF THE PROPOSALS?

 

In proposal 1, “Election of Directors,” the nominees receiving the three highest vote totals of affirmative votes will be elected.

 

In proposal 2, Ratification of Peterson Sullivan LLP as Independent Certified Public Accountants will be approved if it receives more affirmative votes than negative votes.

 

7.       WHAT DO ABSTAIN AND WITHHOLDDOES "ABSTAIN" MEAN ON THE BALLOT?

Withholding your vote will reduce that number of votes from the total amount of votes (shares) that you can apply to other nominees and will still allow those shares to be counted toward a quorum. Abstentions will have no effect on the outcome of either proposal, but will allow your shares to be counted toward a quorum.

 

8.       WHO WILL COUNT THE VOTE?

An independent Inspector of Elections is enlisted to tabulate the votes. Teuscher Ruf & Walpole, LLC has been enlisted to tabulate the votes this year.

 

9.       WHO WILL BEAR THE COST OF SOLICITING VOTES AND SECURITIES AND EXCHANGE COMMISSION COMPLIANCE FOR THE MEETING?

Kavilco Incorporated will pay the entire cost of preparing, assembling, printing, mailing and distributing thesethe proxy materials of board approved management ballots and proxy statements as well as submitting itthem to the Securities and Exchange Commission for review.

 

10.       MAY I PROPOSE ACTIONS FOR CONSIDERATION AT THE NEXT ANNUAL MEETING?

In order for a shareholder to make a proposal at the next Annual Meeting, the written proposal must be received by the Secretary no sooner than June 6, 201810, 2019 and no later than July 6, 2018.10, 2019. These proposals must be in writing and sent to: Kavilco Incorporated, 1000 Second Avenue, Suite 3320, Seattle, Washington 98104. These proposals will need to comply with Kavilco’s Bylaws and the Securities and Exchange Commission regulations regarding the inclusion of shareholder proposals in Company-sponsored proxy materials.

 

11.       MAY I NOMINATE INDIVIDUALS TO SERVE AS DIRECTORS AT THE NEXT ANNUAL MEETING?

In order for a shareholder to nominate one or more persons for election as director(s) at the next Annual Meeting, the nomination(s) must be received by the Secretary no sooner than June 6, 201810, 2019 and no later than July 6, 2018.10, 2019. The nomination(s) must be in writing and sent to: Kavilco Incorporated, 1000 Second Avenue, Suite 3320, Seattle, Washington 98104. The nomination(s) and each nominee will need to comply with Kavilco’s Bylaws and the Securities and Exchange Commission regulations regarding proxy solicitations and does not grant any shareholder a right to have any nominee included in the Company’s proxy statement. Independent nominees must submit separate proxies.

 

12.       WHATmatters would not be considered for voting at the meeting?

Some items that would not be considered are, but are not limited to: (a)Motions from the floor on substantive matters that could have been included in the Notice of Meeting and Proxy Statement. (b)Matters that have already been voted on.

(c)(c)Matters that are within the discretion of the Chairman of the Board of Directors, and not proper for a shareholder vote.(d)Matters that have been ruled out of order.

13.       DOES KAVILCO PROVIDE SPACE FOR WRITE INWRITE-IN VOTING?

Kavilco does not provide a space for write in voting because we must submit an approved management proxy to the Securities Exchange Commission.No. Write in voting is not allowed by the Securities Exchange Commission.

 

14.       HOW MANY VOTING SHARES DOES KAVILCO CURRENTLY HAVE?

Kavilco currently has 11,212.84 shares outstanding of Class A stock. As of the record date on the Notice of Annual Meeting, Kavilco knows of no person to be the beneficial owner of more than 5% of the outstanding shares of the Company.

 

15.       HOW DO I GET AN ADDITIONAL COPY OF THE AUDITED FINANCIAL STATEMENTS?

The audited financial statements were mailed to you on February 24, 2017.23, 2018. Additional audited financial statements can be provided to you at no cost. Contact the Corporate Secretary for Kavilco Incorporated at 1-800-786-9574 and a copy of the audited financial statements will be sent to you within three business days of your request.

 

16.       WHAT SHOULD I DO IF I RECEIVE OTHER BALLOTS & PROXY STATEMENTS?

The Board is not responsible for the accuracy or legality of any other ballot or proxy statement except the Kavilco management approvedmanagement-approved ballot. To ensure Class A shareholders have Kavilco’s latest proxy statement and ballot to vote, the company may conduct multiple mailings prior to the annual meeting. To vote as your Board of Director’s recommend,USE THE ENCLOSED BALLOT. Only the latest dated ballot you vote will be counted. Photocopied, faxed, or electronically transmitted copies of ballots will not be counted.

 

 
 

 

PROPOSALS TO BE VOTED ON

 

Proposal 1 Election of Directors

Kavilco’s bylaws provide that the corporation shall be managed by a Board of Directors composed of nine (9) members elected in three (3) classes, each consisting of three (3) members. The election of directors is staggered so that only three (3) directors are elected each year. The Board of Directors recommends the election of the three (3) nominees listed below, all of whom are presently Board members, to serve a three (3) year term and until their successors are elected and qualified:

 

Jeane BreinigLouis Jones, Sr.

Ramona HamarKenneth Gordon

Marie MillerFrederick O. Olsen, Jr.

 

Unless otherwise instructed, the ballot holders will vote proxies received on the ballot for these nominees. The ballot holders may utilize cumulative voting with respect to the nominees and may allocate their votes among each nominee in their sole discretion. Each nominee has advised the Company that he or she will serve as a director if elected. In the event any nominee should not be available for election, the discretionary authority provided in the proxy will be exercised to vote for such other person(s) as may be designated by the present Board of Directors.

 

Board Structure and Compensation

 

The Board officers as defined by the corporate by-laws are President/Chairman, Vice President, Secretary, and Treasurer. However, Kavilco does not currently have a Treasurer, and instead employs a Chief Financial Officer. The Board of Directors recommends that each shareholder voteFOR the election of the Class III incumbents: Jeane Breinig, Ramona Hamar,Louis Jones, Sr., Kenneth Gordon, and Marie Miller.Frederick O. Olsen, Jr.

 

Information as to Nominees and Continuing Directors

On the Record Date, there were 11,212.84 shares of Class “A” Stock of the Company outstanding. The following table shows the beneficial ownership of the officers and directors of the Company individually and as a group, of Class “A” stock as of October 6, 2017:the record date on the Notice of Annual Meeting:

 

 

Independent Directors & Officers
Name/Age/AddressPositions & Offices with the CompanyClassDirector SinceTerm ExpiresPrincipal Occupation/ Employment During Past Five YearsAmount of Beneficial Ownership/% of Class “A” StockOther Directorships Held by Director or Nominee for Director in the past 5 years
Jeane Breinig, PhD, 62NomineeDirectorI19932017Associate Vice Chancellor, and Associate Dean, University of Alaska

130

1.08%

Kasaan Haida Heritage Foundation, Secretary, Alaska Humanities Forum, Sealaska Heritage Institute, University of Alaska Press, RurAL Cap, Executive Committee
Kenneth Gordon, 57DirectorII19942018Realtor, Exit Real Estate Professionals

100

0.86%

Alano Club
Eleanor Hadden, 65DirectorIII20142019Curator, AK Native Heritage Center

109

.91%

AK Area Institute Review Board, Co-Chair; Kasaan Haida Heritage Foundation, Treasurer
Ramona Hamar, 74DirectorI19732017Administrative Support, South Central Foundation Dental

150

1.29%

None
Laird A. Jones, MBA, 62SecretaryIII19942019Manager, Vocational Training & Resource Center, CCTHITA

109

0.94%

Kasaan Haida Heritage Foundation, President; National Johnson O’Malley Assoc. Board
Louis L. Jones, Sr., 79PresidentII19792018Retired Chief Engineer, Alaska Marine Hwy.

10

.08%

None
Marie K. Miller, 52NomineeVice-PresidentI20032017Human Resources Manager, City of Ketchikan

100

0.86%

None
Frederick O. Olsen, Jr., 56DirectorII20122018Tourism Director, Organized Village of Kasaan (OVK)

100

0.86%

SEARHC, Vice Chairman; OVK, President; City of Kasaan, Council Member; ANB Camp 11, President; KHHF, Vice President;  Group, Chairman
Independent Directors & Officers
Name/Age/AddressPositions & Offices with the CompanyClassDirector SinceTerm ExpiresPrincipal Occupation/ Employment During Past Five YearsAmount of Beneficial Ownership/% of Class “A” StockOther Directorships Held by Director or Nominee for Director in the past 5 years
Jeane Breinig, PhD, 63DirectorI19932020Associate Vice Chancellor, and Associate Dean, University of Alaska

130

1.16%

Kasaan Haida Heritage Foundation, Secretary, Alaska Humanities Forum, Sealaska Heritage Institute, University of Alaska Press, RurAL Cap, Executive Committee
Kenneth Gordon, 58

Nominee

Director

II19942018Realtor, Exit Real Estate Professionals

100

0.89%

Alano Club
Eleanor Hadden,MA, 66DirectorIII20142019Curator, AK Native Heritage Center

109

.97%

AK Area Institute Review Board, Co-Chair; Kasaan Haida Heritage Foundation, Treasurer
Ramona Hamar, 75DirectorI19732020Administrative Support, South Central Foundation Dental

150

1.34%

None
Laird A. Jones, MBA, 63SecretaryIII19942019Manager, Vocational Training & Resource Center, CCTHITA

109

0.97%

Kasaan Haida Heritage Foundation, President; National Johnson O’Malley Assoc. Board Secretary
Louis L. Jones, Sr., 80

Nominee

President

II19792018Retired Chief Engineer, Alaska Marine Hwy.

10

.09%

None
Marie K. Miller, 53Vice-PresidentI20032020Human Resources Manager, City of Ketchikan

100

0.89%

None
Frederick O. Olsen, Jr., 57

Nominee

Director

II20122018Tourism Director, Organized Village of Kasaan (OVK)

100

0.89%

SEARHC (SouthEast Alaska Regional Health Consortium), Chair, Vice Chair
Organized Village of Kasaan, Vice President, President
Southeast Alaska Indigenous Transboundary Commission, Chair
Kasaan ANB, President
KHHF, Vice President

 

Melanie Young, 49

 

DirectorIII19972019Family Services Specialist, Women in Safe Housing (WISH); Administration, JBC Product Management

100

0.89%

None

Scott Burns, 72

 

Chief Financial Officer / Chief Compliance Officer   Chief Financial Officer/Chief Compliance Officer for Kavilco

0

0.00%

None

 

 

Director’s Experience

 

Jeane Breinig, PhD

Nominee

 

Jeane Breinig, PhD has been a director during the following events: Biggest bond market crash in 1994, the recession of 1999, 2000 stock market crash, 2008 collapse of the housing bubble, avoided collateralized debt obligations, collapse of insurance and banking industries, interest rates near 0% and the current stagnant economy.

 

Kenneth Gordon

Nominee

Kenneth Gordon has been a director during the following events: Biggest bond market crash in 1994, the recession of 1999, 2000 stock market crash, 2008 collapse of the housing bubble, avoided collateralized debt obligations, collapse of insurance and banking industries, interest rates near 0% and the current stagnant economy.

 

Eleanor Hadden, MA

 

Eleanor Hadden joined Kavilco in Mayhas been a director since 2014 during this stagnant economy and has contributed to a new balance on the Board of Directors.

 

Ramona Hamar

Nominee

 

Ramona Hamar has been a director during the following major economic events: Timber sale to ITT Rayonier for $25 million, recessions of 1980 and 1982, sale of Net Operating Loss to Drexel, Burnham and Lambert, Group Inc., 1987 stock market crash, Internal Revenue Service audit on the Net Operating Loss, oversight on the process to become a Registered Investment Company, biggest bond market crash in 1994, the recession of 1999, 2000 stock market crash, 2008 collapse of the housing bubble, avoided collateralized debt obligations, collapse of insurance and banking industries, interest rates near 0% and the current stagnant economy.

 

Laird A. Jones, MBA

 

Laird A. Jones, MBA has been a director during the following events: Biggest bond market crash in 1994, the recession of 1999, 2000 stock market crash, 2008 collapse of the housing bubble, avoided collateralized debt obligations, collapse of insurance and banking industries, interest rates near 0% and the current stagnant economy.

 

 

Louis Jones, Sr.,

Nominee

Louis Jones, Sr. has been a director during the following major economic events: Timber sale to ITT Rayonier for $25 million, recessions of 1980 and 1982, sale of Net Operating Loss to Drexel, Burnham and Lambert, Group Inc., 1987 stock market crash, Internal Revenue Service audit on the Net Operating Loss, oversight on the process to become a Registered Investment Company, biggest bond market crash in 1994, the recession of 1999, 2000 stock market crash, 2008 collapse of the housing bubble, avoided collateralized debt obligations, collapse of insurance and banking industries, interest rates near 0% and the current stagnant economy.

 

Marie Miller

Nominee

 

Marie Miller has been a director during the following events: 2008 collapse of the housing bubble, avoided collateralized debt obligations, collapse of insurance and banking industries, interest rates near 0% and the current stagnant economy. Marie was elected Vice President of Kavilco by her peers and is the first woman to hold this post.

 

Frederick O. Olsen, Jr.

Nominee

Frederick O. Olsen, Jr. has been a director since November 2012 during the current stagnant economy. Hewhen he ran successfully ran as an independent nominee. HeFred has been involved with issues regarding stewardship of Kavilco’s land and Kavilco’s participation in the Prince of Wales Island Tribal Conservation District (TCD.) The TCD is a partnership of the island’s four federally-recognized tribes and ANCSA Corporations with the goal of pursuing indigenous management of our Native-owned land. For the past 9 years, Fred lived in Kasaan since 2009working for the Kasaan tribe (the Organized Village of Kasaan) as the main tour guide to the totem park owned by Kavilco as well as two years as tribal tourism director.

 

Melanie Young

 

Melanie Young has been a director during the following events: 2008 collapse of the housing bubble, avoided collateralized debt obligations, collapse of insurance and banking industries, interest rates near 0% and the current stagnant economy.

 

 

 

Family Relationships

 

Board MemberRelationship
Louis Jones, Sr., PresidentBrother to Ramona Hamar. First Cousin to Laird A. Jones, Eleanor Hadden, Jeane Breinig, and Frederick O. Olsen, Jr.
Marie K. Miller, Vice PresidentSister to Melanie Young
Laird A. Jones, SecretarySisterBrother to Eleanor Hadden. First Cousin to Jeane Breinig, Ramona Hamar and Louis Jones, Sr.
Jeane Breinig, DirectorFirst Cousin to Laird A. Jones, Ramona Hamar, Eleanor Hadden, and Louis Jones, Sr.
Kenneth Gordon, DirectorNo relationship to any Board member
Eleanor Hadden, DirectorSister to Laird A. Jones. First cousin to Louis Jones, Sr., Jeane Breinig and Ramona Hamar
Ramona Hamar, DirectorSister to Louis Jones, Sr. First Cousin to Laird A. Jones, Jeane Breinig, Eleanor Hadden, and Frederick O. Olsen, Jr.
Frederick O. Olsen, Jr., DirectorFirst Cousin to Ramona Hamar, and Louis Jones, Sr.
Melanie Young, DirectorSister to Marie Miller

 

 

Although the Company’s shares are not listed on the NASDAQ Stock Market, the Board uses the NASDAQ standard for determining the independence of board members. Under Rule 5605 of the NASDAQ Marketplace Rules, all of the Company’s directors are independent.

 

Board Leadership Structure

All of the Company’s nine directors are independent“independent persons” as defined by the Investment Company Act of 1940. However, regardless of classification (“independent” or “interested” directors) all directors have an equal say as to management of the Company. The Company is internally-managed and has no outside investment advisor. The Board does not have an independent person as the Lead Director. The Board of Directors have determined that the leadership structure is appropriate as the Company does not have any committees and all decisions are made by the full Board of Directors, including employment contracts, leases, and investment policies. The Chairman of the Board is also the President and is responsible for all land issues in the State of Alaska and the special circumstances of an Alaska Native Village Corporation. The President is in contact with the Chief Financial Officer at least twice a week to be updated on all business and portfolio issues.

 

Board’s Oversight of Risk Management

The Board’s role in risk management of the Company is that of oversight. The staff of the Company is responsible for the day-to-day management of the Company including risk management. As part of its oversight, the Board, acting at its scheduled bi-monthly meetings, receives externally generated analytical and written reports on the state of the economy and compliance with applicable S.E.C. regulations. Also, an in depth review is

conducted on the approved portfolio strategies and investment performance. The Board’s role in risk oversight does not affect its leadership structure.

 

Audit, Nominating and Compensation Committees

The Company does not have an audit, nominating or compensation committee. However, the Board of Directors reviews annually the auditor’s independence letter, management letter, statement of auditing standards letter and internal control memo. The Board of Directors selects nominees from incumbent Directors of the Company and does not have a formal policy regarding the consideration of diversity in identifying Board candidates.

 

The Board of Directors has not established a compensation committee. Given that there are only two executive officers and that the Company does not have equity compensation plans, the Board believes that it is capable of evaluating the performance of the executive officers and reviewing compensation levels. The Board does review employees’ compensation every three years and occasionally reviews per diem and fees, the last review and subsequent employee increase took place in January 2016.

 

The Board of Directors held six regular bimonthly meetings for the year ended December 31, 2016.2017. Each director attended all six meetings.

 

The Board of Directors does not have a policy regarding attendance at the Annual Meeting. All directors were in attendance at the 20162017 annual meeting of shareholders.

 

Compensation of Directors

Each officer and director receives $1,100 in fees and $500 in per diem for each meeting they attend. In 2016,2017, each director attended all six Board meetings and received $6,600 in compensation. The directorsEach director also received an additional $375 in fees and $125 in per diem for attendancean additional day at the Whale House Rededication CeremonyJuly meeting in Kasaan. Some Directors also receivedKasaan, AK, and an additional $1,100day at the November meeting in fees and $500 in per diem for attendance at an ANCSA symposium.Ketchikan, AK. The Company pays for up to four (4) days of travel and hotel expenses to attend meetings (and symposium).meetings. The Company also pays medical insurance premiums or reimbursement of out-of-pocket medical expenses for directors.

 

Summary Compensation Table

All compensation paid by the Company for the year ended December 31, 20162017 to each of the directors and executive officers is as shown in the following table. Aggregate compensation for Board members included a yearly fee of $6,600 plus any additional fees as outlined in the “Compensation of Directors” section and any medical and/or dental compensation if received. The President receives salary but has waived theplus out of pocket medical and ental;expenses; the CFO receives salary, plus medical and dental.

 

Summary Compensation Table for Directors and Officers
Board MemberYearAggregate Compensation from the Fund
Jeane Breinig, Director2016$  16,750
Kenneth Gordon, Director2016$  18,030
Eleanor Hadden, Director2016$    6,875
Ramona Hamar, Director2016$    7,605
Marie K. Miller, Vice President2016$  18,294
Frederick O. Olsen, Jr., Director2016$    7,975
Melanie Young, Director2016$    9,123
Laird A. Jones, Secretary2016$    8,351
Louie Jones, Sr., President2016$  75,216
Scott Burns, CFO2016$182,924

Summary Compensation Table for Directors and Officers
Board MemberYearAggregate Compensation from the Fund
Jeane Breinig, Director2017$  16,370
Kenneth Gordon, Director2017$  15,129
Eleanor Hadden, Director2017$    7,150
Ramona Hamar, Director2017$    8,249
Marie K. Miller, Vice President2017$  19,885
Frederick O. Olsen, Jr., Director2017$    6,050
Melanie Young, Director2017$    9,885
Laird A. Jones, Secretary2017$    8,946
Louie Jones, Sr., President2017$  73,650
Scott Burns, CFO2017$185,807

 

(1) The Company has a retirement plan for its employees; it is a defined contribution plan with the annual contribution being equal to 20% of the participant’s salary. All contributions are pooled in a brokerage trust account held at Charles Schwab.

 

Mr. Louis L. Jones, Sr. and Mr. Burns have employment agreements with the Company that may be terminated by the Company for cause, which includes conviction of a felony, physical or mental disability which makes it impossible to carry out his duties or responsibilities, or any illegal, immoral or dishonest act or omission by the employee, which omission results in material damage to the Company; or willful failure of the employee to discharge the duties required under the agreement. In the event of termination, Mr. Louis L. Jones, Sr. or Mr. Burns shall be entitled to accrued salary, accrued vacation and/or sick leave and a pro rata portion of the Company's contribution to the employee's defined contribution account.

 

Code of Ethics

The Company has adopted a written Code of Ethics that applies to all of the Company’s directors, officers and employees, including its principal executive officer and principal financial officer. The Code of Ethics sets expectations for the exercise of sound judgment and sets high ethical standards in all Company and customer matters. It is designed to promote honest and ethical conduct including in the filing of required financial information and related disclosures, as well as in compliance with laws and regulations. The Code of Ethics mandates accountability for adherence to the Code of Ethics, while a variety of procedures are available to facilitate prompt internal reporting of violations to appropriate persons. The Board is mindful that the success of the Company depends on the ongoing competence, honesty and integrity of its human resources to build relationships of trust with customers and shareholders, and believes the Code of Ethics reasonably deters wrongdoing by directors, officers and employees. The Code of Ethics includes sections on matters such as conflicts of interest, confidentiality, trading practices, and personal conduct. The Code of Ethics is posted on the Company’s website at www.kavilco.com. In addition, any waivers of the Code of Ethics for the Board or executive officers of the Company will be disclosed in a report on Form 8-K.

Compliance with Section 16(A) of the Exchange Act

Based solely upon the Company’s review of the copies of the filings that it received with respect to the last fiscal year, and written representations from certain reporting persons that no other reports were required, during the last fiscal year, all of its officers, directors, and 10% shareholders complied with all applicable Section 16(a) filing requirements.

 

Report of the Board of Directors

In fulfilling its oversight responsibility of reviewing the services performed by the Company’s auditor, the Board of Directors will carefully reviewsreview the policies and procedures for the engagement of the independent auditor. If there are accounting issues, the Board will discuss with Peterson Sullivan, LLP, the Company’s independent auditor, the overall scope and plans for the audit and the results of its audit, including the matters required for discussion by Statement of Auditing Standards No. 61. The Board will review the written disclosures regarding the independence of Peterson Sullivan LLP, contained in its letter to the Board of Directors as required by applicable requirements of the Public Company Accounting Oversight Board. The Board determines the compensation of the independent auditor and follows the established policy for pre-approval of all services, audit and non-audit related, provided by the independent auditor. The Board will make a determination that the provision of non-audit related services described in “Audit and Non-Audit Fees” is compatible with maintenance of the independence of the independent auditor.

 

This report is submitted by the Company’s Board of Directors consisting of Louis L. Jones, Sr., Marie K. Miller, Laird A. Jones, Jeane Breinig, Kenneth Gordon, Eleanor Hadden, Ramona Hamar, Frederick O. Olsen, Jr., and Melanie Young.

 

 

Proposal 2 Ratification of Independent Certified Public Accountants

The approval of selection of Peterson Sullivan LLP as independent certified public accountants of the Company is voted on by the Board of Directors at their Board Meeting prior to the Annual Meeting. Shareholders are asked to approve or ratify this selection. Unless the proxy holders are instructed otherwise, proxies will vote for the selection of Peterson Sullivan LLP as independent certified public accountants. If this selection is not approved, the Board of Directors intends to take the matter under advisement. No representative of Peterson Sullivan LLP is expected to be present at the Annual Meeting.

 

 

Audit and Non-Audit Fees

Peterson Sullivan LLP served as the Company’s independent auditors for the fiscal year ended December 31, 2016.2017. The Board of Directors pre-approved all of the audit related services, tax services and other services provided by Peterson Sullivan in 2016.2017.

 

The following table sets forth the aggregate fees for services by the independent auditors for the years ended December 31, 2016, and 2015:

 

2016201520172016
Audit fees$18,177$20,194$     21,695$     18,177
Tax fees$4,895$5,050$       6,645$       4,895
Total Fees$23,072$25,244$     28,340$     23,072

 

Audit Fees:The audit fees are related to the audit of the Company’s annual consolidated financial statements for the years ended December 31, 20162017 and 2015.2016.

 

Tax Fees:The tax fees included services related to preparation of the Company’s tax returns in 20162017 and 2015.2016.

 

Pre-Approval Policies and Procedures

The Board of Directors is responsible for assuring the independence of the independent auditor, including considering whether provision of non-audit related services is compatible with maintaining the independence of the independent auditor. Any non-audit services provided by the auditor must be pre-approved by the Board of Directors.

 

Other Matters

The Board of Directors knows of no matters, other than those mentioned in the proxy, to be brought before the meeting. However, if other matters do properly come before the meeting, it is the intention of the proxy holders to vote proxies according to their best judgment.

 

 

By Order of the Board of Directors

/s/Louis L. Jones, Sr., President

Seattle, Washington

October 6, 201711, 2018

BALLOT

Solicitation by the Board of Directors for the 20172018 Annual Meeting of Shareholders being held on November 4, 201710, 2018.

 

The undersigned shareholder hereby grants voting authority to Laird A. Jones, Melanie Young,the management appointed proxy holders Marie Miller, Ramona Hamar, and Eleanor Hadden,Jeane Breinig, all with full power of substitution, to any such matter where discretionary voting is requested or where no choice is indicated for the proposal, and in any other matters that may lawfully come before the meeting. Management knows of no other matters to be considered by the shareholder.considered. For further information on the proposals below please consult the enclosed proxy statement.

 

 

Proposal 1. Election of Directors

THE BOARD RECOMMENDS that youCHECK BOX(A)toVOTE DISCRETIONARY and your shares will be voted by the three appointed proxy holders at their discretion.Do not allocate your votes below if you are checking box A (voting(A) to vote discretionary.)

If you choose to check box (B) you need to specify the number of votes you wish to give each nominee next to that nominee’s name. See your total # of votes to cast below.

 

(A)  [ ] TO VOTE DISCRETIONARY for the election of three nominees as set forth in the Board of Directors Proxy Statement for the three-year terms for Marie Miller, Ramona Hamar,Louis L. Jones, Sr., Kenneth Gordon, and Jeane Breinig.Frederick O. Olsen, Jr.

 

(B)       [ ] TO VOTE DIRECTED in the manner set forth below for the election of the Nominees below for the Board of Directors of the Corporation for three-year terms ending in 2020.2021.

 

 

Name:  __________________________________
# of Shares:X____X 3 votes per share
Total # of votes to cast:____

 

FOR WITHHOLD ABSTAIN

(# of shares) (quorum only)

Laird A.Louis L. Jones, ________________________________________Sr. ___________________________

Melanie Young ________________________________________Kenneth Gordon ___________________________

Eleanor Hadden _______________________________________Frederick O. Olsen, Jr. ___________________________

 

 

Proposal 2. Ratification of Peterson Sullivan LLP as independent public accountants.

THE BOARD RECOMMENDS that you voteFORproposal 2.

 

[ ] FOR [ ] AGAINST [ ] ABSTAIN (quorum only)

 

 

The Board of Directors solicits this proxy and it will be voted as specified.

Shareholder: Sign your name as it appears in the box above. This proxy must be dated and signed in order for your vote to be counted.

 

 

 

Date: , 20172018 Signature:________________________________________________________________________________________________________

 

as custodian for:___________________________________________________________________________________________________________________________________________________________________

(Print minor’s name if applicable)

When signing as custodian for a minor, or as executor, administrator, attorney, trustee or guardian, please write your full title as such. If your name appears as “John A. Smith, Sr., as custodian for John A. Smith, Jr.,” sign “John A. Smith, Sr. as custodian for John A. Smith, Jr.”

 

 

A Stamped, Return EnvelopeReturn-Envelope Has Been Provided - Remember to DATE and SIGN above

Privacy Policy

The Company has adopted the following privacy policy:

This Privacy Policy sets forth our policies with respect to non-public personal information of our shareholders and former shareholders. These policies apply to individuals only and may be changed at any time, provided a notice of such change is provided to you.

You may provide us from time to time with personal non-public information about you, such as your address, your social security number, and information about your family.

We do not disclose your personal non-public information to anyone, except as follows:

·      We may disclose your personal non-public information if you direct us to do so, or if we are required by applicable law to do so.

We seek carefully to safeguard your private information and, to that end, we restrict access to nonpublic personal information about you to those employees who need to know the information to enable us to provide services to you. None of your personal, non-public information may be accessed by anyone on our website.

A copy of the Privacy Policy will be mailed to the shareholders annually with the annual report to shareholders.

 

 

PRIZES

Early Bird Special Drawing

§ 32 Voting Shareholders Will Win $350$500each

Mail in Your Ballot Right Away to be Entered in the

Early Bird Special

Mail must be postmarked on or beforeOctober 24, 201731, 2018 to be eligible.

Youdo nothave to be present at the Annual Meeting to win.

 

All Returned Ballots Drawing

§ 510 Voting Shareholders Will Win $200$200each

Mail in Your Ballot

All Returned Ballots Entered

Youdo nothave to be present at the Annual Meeting to win. All returned ballots entered.

 

Attendance at the Annual Meeting Drawing

§ 56 Voting Shareholders Will Win $100$100each

Mail in Your Ballot

Attend the Annual Meeting

Board members are not eligible for this drawing.

Youmust be present at the Annual Meeting to win.

 

With Only 160161 Voting Shareholders,

You Have An Excellent Chance To Win!

MAIL IN YOUR BALLOT TODAY

 

Winners will be announced at the Annual Meeting on November 4, 201710, 2018 and in the Kavilco Newsletter