The Annual Meeting of Shareholders of PARK ELECTROCHEMICAL CORP. (the “Company”) will be held at the offices of the Company, 48 South Service Road, Melville, New York on Tuesday, July 21, 201518, 2017 at 11:00 A.M., New York time, for the following purposes:
By Order of the Board of Directors, | ||
2017
July 21, 2015
June 2, 2017.
18, 2017:
Name and Address of Beneficial Owner | | | Amount and Nature of Beneficial Ownership | | | Percent of Class | | ||||||
Royce & Associates, LLC 745 Fifth Avenue New York, NY 10151 | | | | 2,871,634(a) | | | | | 14.2% | | | ||
BlackRock, Inc. 55 East 52nd Street New York, NY 10022 | | | | | 2,305,686(b) | | | | | | 11.4% | | |
Heartland Advisors, Inc. 789 North Water Street Milwaukee, WI 53202 | | | | 1,803,797(c) | | ||||||||
| | | |||||||||||
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The Vanguard Group, Inc. 100 Vanguard Boulevard Malvern, PA 19355 | | | | 1,657,107(d) | | | | | 8.2% | | | ||
Brian E. Shore c/o Park Electrochemical Corp. 48 South Service Road Melville, NY 11747 | | | | 1,378,904(e) | | | | | 6.8% | | | ||
Mario Gabelli GAMCO Investors, Inc. One Corporate Center Rye, NY 10588-1435 | | | | 1,230,433(f) | | | | | 6.1% | | |
Dimensional Fund Advisors LP Building One 6300 Bee Cave Road Austin, TX 78746 | | | 1,060,668(g) | | | | | | 5.2% | | | ||
Renaissance Technologies LLC |
| | | | 1,017,900(h) | | | | | | 5.0% | | |
Name of Beneficial Owner | | | Amount and Nature of Beneficial Ownership | | | Percent of Class | | ||||||
Dale Blanchfield | | | | | 20,000(a) | | | | | | * | | |
Emily J. Groehl | | | | | 15,009(b) | | | | | | * | | |
Brian E. Shore | | | | | 1,378,904(c) | | | | | | 6.8% | | |
Carl W. Smith | | | | | 5,500(d) | | | | | | * | | |
Steven T. Warshaw | | | | | 24,250(e) | | | | | | * | | |
All directors and nominees | | | | | 1,443,663 | | | | | | 7.0% | | |
P. Matthew Farabaugh | | | | | 40,785(f) | | | | | | * | | |
Christopher T. Mastrogiacomo | | | | | 76,625(g) | | | | | | * | | |
Stephen E. Gilhuley | | | | | 62,960(h) | | | | | | * | | |
Constantine Petropoulos | | | | | 8,000(i) | | | | | | * | | |
All directors and executive officers as a group (10 persons) | | | | | 1,646,283(j) | | | | | | 8.0% | | |
Name of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class | ||||||
Dale Blanchfield | 27,000 | (a) | * | |||||
Emily J. Groehl | 7,884 | (b) | * | |||||
Peter Maurer | 2,785 | (c) | * | |||||
Brian E. Shore | 1,348,904 | (d) | 6.5 | % | ||||
Carl W. Smith | 0 | * | ||||||
Steven T. Warshaw | 23,250 | (e) | * | |||||
All directors and nominees | 1,409,823 | 6.8 | % | |||||
P. Matthew Farabaugh | 23,535 | (f) | * | |||||
Christopher T. Mastrogiacomo | 42,250 | (g) | * | |||||
Stephen E. Gilhuley | 72,210 | (h) | * | |||||
Constantine Petropoulos | 0 | * | ||||||
All directors and executive officers as a group (10 persons) | 1,551,318 | (i) | 7.5 | % |
Name | | | Positions with the Company | | | Age | | | Director Since | |
Dale Blanchfield | | | Director | | | 79 | | | 2004 | |
| | | | | ||||||
Emily J. Groehl | | | Director | | | 70 | | | 2010 | |
| | | | | ||||||
Brian E. Shore | | | Director, Chairman of the Board and Chief Executive Officer | | | 65 | | | 1983 | |
Carl W. Smith | | | Director | | | 69 | | | 2015 | |
Steven T. Warshaw | | | Director | | | 68 | | | 2004 | |
Name | Positions with the Company | Age | Director Since | |||
Dale Blanchfield | Director | 77 | 2004 | |||
Emily J. Groehl | Director | 68 | 2010 | |||
Brian E. Shore | Director, Chairman of the Board and Chief Executive Officer | 63 | 1983 | |||
Carl W. Smith | — | 67 | — | |||
Steven T. Warshaw | Director | 66 | 2004 |
has been an employee of the Company since 1988. As the Company’s Chief Executive Officer, Mr. Shore brings to the Board significant senior leadership and financial, business and industry experience. As Chief Executive Officer, Mr. Shore has direct responsibility for the Company’s strategy and operations. Mr. Shore has significant executive experience with the strategic, financial, and operational requirements of the Company and extensive and intimate knowledge of the Company and its operations, personnel and financial resources.
Company in 2004, theThe Board has determined that Mr. Warshaw wasis an “audit committee financial expert” as defined in the rules of the Securities and Exchange Commission. Mr. Warshaw has been a director of NN, Inc. from 1997 to the present. Mr. Warshaw has extensive experience with corporate management, financial and accounting matters, evaluating financial results and overseeing the financial reporting process of a publicly owned corporation. In addition, his experience with Hexcel Corporation enables him to provide the Board and the Company with insight into the electronics and aerospace industries into which the Company sells its products.
Each member of the Compensation, Stock Option, Nominating and Corporate Governance Committees is “independent” as required by and as defined in the director independence standards of the New York Stock Exchange.
guidance to management, and is ultimately responsible for implementing the Company’s key strategic initiatives. The Board has determined that this leadership structure is optimal for the Company because it provides the Company with strong and consistent leadership. Given the current regulatory and market environments, the Board believes that having one leader serving as both the Chairman of the Board and Chief Executive Officer provides decisive and effective leadership.
On March 2, 2015, Messrs. Blanchfield, Maurer and Warshaw and Ms. Groehl each received a non-qualified stock option for 3,000 shares of Common Stock at an exercise price of $21.71 per share under the Company's 2002 Stock Option Plan. Each of these options expires on March 2, 2025, and each is exercisable 25 percent after one year from date of grant, 50 percent after two years from date of grant, 75 percent after three years from date of grant and 100 percent after four years from date of grant. In the event that the service of an optionee as a director of the Company is terminated during the term of the option, the option may be exercised by the optionee, to the extent the optionee was entitled to do so on the date of such termination, until (1) one year following the director’s ceasing to serve as a director of the Company on account of disability, (2) six months following the director’s ceasing to serve as a director of the Company on account of death, or (3) three months following the director’s ceasing to be a director for any other reason, but in no event after the date on which the option would otherwise expire; provided, however, if the director is removed as a director for cause or ceases to be a director without the Company’s consent, the option will terminate immediately.
Name | | | Fees Earned or Paid in Cash ($) | | | Option Awards ($)(a) | | | Total ($) | | |||||||||
Dale Blanchfield | | | | $ | 34,000 | | | | | $ | 0 | | | | | $ | 34,000 | | |
Emily J. Groehl | | | | | 22,000 | | | | | | 0 | | | | | | 22,000 | | |
Carl W. Smith | | | | | 26,000 | | | | | | 0 | | | | | | 26,000 | | |
Steven T. Warshaw | | | | | 27,000 | | | | | | 0 | | | | | | 27,000 | | |
Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(a) | Total ($) | |||||||||
Dale Blanchfield | $ | 35,000 | $ | 24,420 | $ | 59,420 | ||||||
Emily J. Groehl | 22,000 | 24,420 | 46,420 | |||||||||
Peter Maurer | 26,000 | 24,420 | 50,420 | |||||||||
Steven T. Warshaw | 26,000 | 24,420 | 50,420 |
compensation decisions. Consequently, specific forms of compensation are not structured and implemented to reflect any specific performance items. In addition, there are no target levels with respect to certain performance-related factors, and the Committee does not utilize or consider any pre-determined or other objective criteria.
The amounts of bonuses are based on the Chief Executive Officer’s subjective assessments of the individual’s overall performance and the other factors described elsewhere in this “Compensation Discussion and Analysis” and his recommendations to the Compensation Committee, which the Committee then reviews with the Chief Executive Officer.
The Board determined that no profit sharing contributions would be made for the executive officers or other employees of the Company for the 2015 fiscal year, although contributions were made for the employees of certain business units of the Company for the 2015 fiscal year.
Perquisites and Other Benefits.Benefits. The only perquisites for senior managers are the provision of automobiles leased or owned by the Company to certain executive officers and other members of management.
Name and Principal Position | | | Year (a) | | | Salary | | | Bonus (b) | | | Option Awards (c) | | | All Other Compensation (d),(e) | | | Total | | ||||||||||||||||||
Brian E. Shore(f) Chairman of the Board and Chief Executive Officer | | | | | 2017 | | | | | $ | 357,760 | | | | | $ | — | | | | | $ | 0 | | | | | $ | — | | | | | $ | 357,760 | | |
| | | 2016 | | | | | | 357,760 | | | | | | 0 | | | | | | 124,600 | | | | | | 7,180 | | | | | | 489,540 | | | ||
| | | 2015 | | | | | | 336,368 | | | | | | 0 | | | | | | 284,900 | | | | | | 0 | | | | | | 621,268 | | | ||
P. Matthew Farabaugh(g) Senior Vice President and Chief Financial Officer | | | | | 2017 | | | | | | 200,000 | | | | | | — | | | | | | 0 | | | | | | — | | | | | | 200,000 | | |
| | | 2016 | | | | | | 184,070 | | | | | | 15,000 | | | | | | 35,600 | | | | | | 4,070 | | | | | | 238,740 | | | ||
| | | 2015 | | | | | | 175,483 | | | | | | 16,000 | | | | | | 73,260 | | | | | | 0 | | | | | | 264,743 | | | ||
Christopher T. Mastrogiacomo(h) President and Chief Operating Officer | | | | | 2017 | | | | | | 365,626 | | | | | | — | | | | | | 0 | | | | | | — | | | | | | 365,626 | | |
| | | 2016 | | | | | | 360,325 | | | | | | 35,000 | | | | | | 97,900 | | | | | | 7,924 | | | | | | 501,149 | | | ||
| | | 2015 | | | | | | 329,433 | | | | | | 50,000 | | | | | | 162,800 | | | | | | 0 | | | | | | 542,233 | | | ||
Stephen E. Gilhuley Executive Vice President – Administration and Secretary | | | | | 2017 | | | | | | 233,402 | | | | | | — | | | | | | 0 | | | | | | — | | | | | | 233,402 | | |
| | | 2016 | | | | | | 230,018 | | | | | | 10,000 | | | | | | 35,600 | | | | | | 4,889 | | | | | | 280,507 | | | ||
| | | 2015 | | | | | | 219,282 | | | | | | 17,500 | | | | | | 73,260 | | | | | | 0 | | | | | | 310,042 | | | ||
Constantine Petropoulos(i) Vice President and General Counsel | | | | | 2017 | | | | | | 307,457 | | | | | | — | | | | | | 0 | | | | | | — | | | | | | 307,457 | | |
| | | 2016 | | | | | | 303,000 | | | | | | 10,000 | | | | | | 42,720 | | | | | | 6,339 | | | | | | 362,059 | | | ||
| | | 2015 | | | | | | 142,500 | | | | | | 25,000 | | | | | | 1,400 | | | | | | 0 | | | | | | 248,900 | | |
Name and Principal Position | Year (a) | Salary | Bonus (b) | Option Awards (c) | All Other Compensation (d), (e) | Total | ||||||||||||||||||
Brian E. Shore (f) Chairman of the Board and Chief Executive Officer | 2015 | $ | 336,368 | $ | — | $ | 284,900 | $ | — | $ | 621,268 | |||||||||||||
2014 | 357,760 | 40,000 | 323,400 | 5,865 | 727,025 | |||||||||||||||||||
2013 | 364,640 | 40,000 | 284,900 | 6,250 | 695,790 | |||||||||||||||||||
P. Matthew Farabaugh Vice President and Chief Financial Officer | 2015 | 175,483 | — | 73,260 | — | 248,743 | ||||||||||||||||||
2014 | 178,150 | 20,000 | 73,920 | 4,557 | 276,627 | |||||||||||||||||||
2013 | 178,365 | 15,000 | 87,400 | 4,834 | 285,599 | |||||||||||||||||||
Christopher T. Mastrogiacomo (g) President and Chief Operating Officer | 2015 | 329,433 | — | 162,800 | — | 492,233 | ||||||||||||||||||
2014 | 310,287 | 50,000 | 138,600 | 5,865 | 504,752 | |||||||||||||||||||
2013 | 310,662 | 25,000 | 109,250 | 6,250 | 451,162 | |||||||||||||||||||
Stephen E. Gilhuley Executive Vice President – Administration and Secretary | 2015 | 219,282 | — | 73,260 | — | 292,542 | ||||||||||||||||||
2014 | 222,612 | 18,000 | 101,640 | 5,695 | 347,947 | |||||||||||||||||||
2013 | 222,882 | 18,000 | 69,920 | 6,196 | 316,998 | |||||||||||||||||||
Constantine Petropoulos (h) Vice President and General Counsel | 2015 | 142,500 | — | 81,400 | — | 223,900 |
The salary amount for Mr. Shore for the 2013 fiscal year is more than the salary amounts for the 2015 and 2014 fiscal years, not because of any salary increase, but because the 2013 fiscal year consisted of 53 weeks while the 2015 and 2014 fiscal years each consisted of 52 weeks.
During or for the last completed fiscal year, the
The following table provides information with respect to
Name | Grant Date (a) | All Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) (b) | Grant Date Closing Market Price (b) | Grant Date Fair Value of Option Awards (c) | |||||||||||||||
Brian E. Shore | March 2, 2015 | 35,000 | $ | 21.71 | $ | 21.77 | $ | 284,900 | ||||||||||||
P. Matthew Farabaugh | March 2, 2015 | 9,000 | 21.71 | 21.77 | 73,260 | |||||||||||||||
Christopher T. Mastrogiacomo | March 2, 2015 | 20,000 | 21.71 | 21.77 | 162,800 | |||||||||||||||
Stephen E. Gilhuley | March 2, 2015 | 9,000 | 21.71 | 21.77 | 73,260 | |||||||||||||||
Constantine Petropoulos | October 15, 2014 | 10,000 | 22.66 | 23.32 | 81,400 |
| | | Option Awards | | |||||||||||||||||||||||||||
Name | | | Option Grant Date | | | Number of Securities Underlying Unexercised Options (#) Exercisable (a) | | | Number of Securities Underlying Unexercised Options (#) Unexercisable (a) | | | Option Exercise Price ($) | | | Option Expiration Date (b) | | |||||||||||||||
Brian E. Shore | | | | | 8/15/07 | | | | | | 35,000 | | | | | | 0 | | | | | $ | 26.28 | | | | | | 8/15/17 | | |
| | | 8/26/08 | | | | | | 35,000 | | | | | | 0 | | | | | | 23.10 | | | | | | 8/26/18 | | | ||
| | | 10/14/09 | | | | | | 35,000 | | | | | | 0 | | | | | | 20.94 | | | | | | 10/14/19 | | | ||
| | | 10/05/11 | | | | | | 35,000 | | | | | | 0 | | | | | | 18.19 | | | | | | 10/05/21 | | | ||
| | | 10/24/12 | | | | | | 35,000 | | | | | | 0 | | | | | | 20.25 | | | | | | 10/24/22 | | | ||
| | | 2/26/14 | | | | | | 26,250 | | | | | | 8,750 | | | | | | 25.88 | | | | | | 2/26/24 | | | ||
| | | 3/02/15 | | | | | | 15,000 | | | | | | 15,000 | | | | | | 21.71 | | | | | | 3/02/25 | | | ||
| | | 1/12/16 | | | | | | 8,750 | | | | | | 26,250 | | | | | | 14.48 | | | | | | 1/12/26 | | | ||
P. Matthew Farabaugh | | | | | 11/15/07 | | | | | | 4,000 | | | | | | 0 | | | | | | 26.64 | | | | | | 11/15/17 | | |
| | | 8/26/08 | | | | | | 2,500 | | | | | | 0 | | | | | | 23.10 | | | | | | 8/26/18 | | | ||
| | | 10/14/09 | | | | | | 3,000 | | | | | | 0 | | | | | | 20.94 | | | | | | 10/14/19 | | | ||
| | | 10/05/11 | | | | | | 5,000 | | | | | | 0 | | | | | | 18.19 | | | | | | 10/05/21 | | | ||
| | | 9/04/12 | | | | | | 10,000 | | | | | | 0 | | | | | | 21.98 | | | | | | 9/04/22 | | | ||
| | | 2/26/14 | | | | | | 6,000 | | | | | | 2,000 | | | | | | 25.88 | | | | | | 2/26/24 | | | ||
| | | 3/02/15 | | | | | | 4,500 | | | | | | 4,500 | | | | | | 21.71 | | | | | | 3/02/25 | | | ||
| | | 1/12/16 | | | | | | 2,500 | | | | | | 7,500 | | | | | | 14.48 | | | | | | 1/12/26 | | | ||
Christopher T. Mastrogiacomo | | | | | 1/11/11 | | | | | | 20,000 | | | | | | 0 | | | | | | 27.10 | | | | | | 1/11/21 | | |
| | | 10/05/11 | | | | | | 15,000 | | | | | | 0 | | | | | | 18.19 | | | | | | 10/05/21 | | | ||
| | | 9/04/12 | | | | | | 12,500 | | | | | | 0 | | | | | | 21.98 | | | | | | 9/04/22 | | | ||
| | | 2/26/14 | | | | | | 11,250 | | | | | | 3,750 | | | | | | 25.88 | | | | | | 2/26/24 | | | ||
| | | 3/02/15 | | | | | | 10,000 | | | | | | 10,000 | | | | | | 21.71 | | | | | | 3/02/25 | | | ||
| | | 1/12/16 | | | | | | 6,875 | | | | | | 20,625 | | | | | | 14.48 | | | | | | 1/12/26 | | | ||
Stephen E. Gilhuley | | | | | 8/15/07 | | | | | | 14,000 | | | | | | 0 | | | | | | 26.28 | | | | | | 8/15/17 | | |
| | | 8/26/08 | | | | | | 10,000 | | | | | | 0 | | | | | | 23.10 | | | | | | 8/26/18 | | | ||
| | | 10/14/09 | | | | | | 8,000 | | | | | | 0 | | | | | | 20.94 | | | | | | 10/14/19 | | | ||
| | | 10/05/11 | | | | | | 3,000 | | | | | | 0 | | | | | | 18.19 | | | | | | 10/05/21 | | | ||
| | | 9/04/12 | | | | | | 8,000 | | | | | | 0 | | | | | | 21.98 | | | | | | 9/04/22 | | | ||
| | | 2/26/14 | | | | | | 8,250 | | | | | | 2,750 | | | | | | 25.88 | | | | | | 2/26/24 | | | ||
| | | 3/02/15 | | | | | | 4,500 | | | | | | 4,500 | | | | | | 21.71 | | | | | | 3/02/25 | | | ||
| | | 1/12/16 | | | | | | 2,500 | | | | | | 7,500 | | | | | | 14.48 | | | | | | 1/12/26 | | | ||
Constantine Petropoulos | | | | | 10/15/14 | | | | | | 5,000 | | | | | | 5,000 | | | | | | 21.16 | | | | | | 10/15/24 | | |
| | | 1/12/16 | | | | | | 3,000 | | | | | | 9,000 | | | | | | 14.48 | | | | | | 1/12/26 | | |
Option Awards | ||||||||||||||||||||
Name | Option Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable (a) | Number of Securities Underlying Unexercised Options (#) Unexercisable (a) | Option Exercise Price ($)(b) | Option Expiration Date (c) | |||||||||||||||
Brian E. Shore | 8/24/05 | 35,000 | 0 | $ | 20.56 | 8/24/15 | ||||||||||||||
8/03/06 | 35,000 | 0 | 21.35 | 8/03/16 | ||||||||||||||||
8/15/07 | 35,000 | 0 | 26.28 | 8/15/17 | ||||||||||||||||
8/26/08 | 35,000 | 0 | 23.10 | 8/26/18 | ||||||||||||||||
10/14/09 | 35,000 | 0 | 20.94 | 10/14/19 | ||||||||||||||||
10/05/11 | 26,250 | 8,750 | 18.19 | 10/05/21 | ||||||||||||||||
10/24/12 | 17,500 | 17,500 | 20.25 | 10/24/22 | ||||||||||||||||
2/26/14 | 8,750 | 26,250 | 25.88 | 2/26/24 | ||||||||||||||||
3/02/15 | 0 | 35,000 | 21.71 | 3/2/25 | ||||||||||||||||
P. Matthew Farabaugh | 11/15/07 | 4,000 | 0 | 26.64 | 11/15/17 | |||||||||||||||
8/26/08 | 2,500 | 0 | 23.10 | 8/26/18 | ||||||||||||||||
10/14/09 | 3,000 | 0 | 20.94 | 10/14/19 | ||||||||||||||||
10/05/11 | 3,750 | 1,250 | 18.19 | 10/05/21 | ||||||||||||||||
9/04/12 | 5,000 | 5,000 | 21.98 | 9/04/22 | ||||||||||||||||
2/26/14 | 2,000 | 6,000 | 25.88 | 2/26/24 | ||||||||||||||||
3/02/15 | 0 | 9,000 | 21.71 | 3/02/25 | ||||||||||||||||
Christopher T. Mastrogiacomo | 1/11/11 | 20,000 | 0 | 27.10 | 1/11/21 | |||||||||||||||
10/05/11 | 11,250 | 3,750 | 18.19 | 10/05/21 | ||||||||||||||||
9/04/12 | 6,250 | 6,250 | 21.98 | 9/04/22 | ||||||||||||||||
2/26/14 | 3,750 | 11,250 | 25.88 | 2/26/24 | ||||||||||||||||
3/2/15 | 0 | 20,000 | 21.71 | 3/2/25 | ||||||||||||||||
Stephen E. Gilhuley | 8/24/05 | 12,500 | 0 | 20.56 | 8/24/15 | |||||||||||||||
8/03/06 | 14,000 | 0 | 21.35 | 8/03/16 | ||||||||||||||||
8/15/07 | 14,000 | 0 | 26.28 | 8/15/17 | ||||||||||||||||
8/26/08 | 10,000 | 0 | 23.10 | 8/26/18 | ||||||||||||||||
10/14/09 | 8,000 | 0 | 20.94 | 10/14/19 | ||||||||||||||||
10/05/11 | 2,250 | 750 | 18.19 | 10/05/21 | ||||||||||||||||
9/04/12 | 4,000 | 4,000 | 21.98 | 9/04/22 | ||||||||||||||||
2/26/14 | 2,750 | 8,250 | 25.88 | 2/26/24 | ||||||||||||||||
3/02/15 | 0 | 9,000 | 21.71 | 3/2/25 | ||||||||||||||||
Constantine Petropoulos | 10/15/14 | 0 | 10,000 | 21.16 | 10/15/24 |
Option Awards | ||||||||
Name | Number of Shares Acquired On Exercise (#) | Value Realized On Exercise ($)(a) | ||||||
Brian E. Shore | 20,000 | $ | 201,800 | |||||
P. Matthew Farabaugh | -0- | -0- | ||||||
Christopher T. Mastrogiacomo | -0- | -0- | ||||||
Stephen E. Gilhuley | 7,500 | $ | 86,025 | |||||
Constantine Petropoulos | -0- | -0- |
Plan Category | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | | Weighted-average exercise price of outstanding options, warrants and rights | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (A)) | | |||||||||
| | | (A) | | | (B) | | | (C) | | |||||||||
Equity compensation plans approved by security holders(a) | | | | | 1,070,529 | | | | | $ | 21.08 | | | | | | 395,501 | | |
Equity compensation plans not approved by security holders(a) | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Total | | | | | 1,070,529 | | | | | $ | 21.08 | | | | | | 395,501 | | |
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (A)) | |||||||||
(A) | (B) | (C) | ||||||||||
Equity compensation plans approved by security holders (a) | 966,692 | $ | 22.55 | 501,838 | ||||||||
Equity compensation plans not approved by security holders (a) | -0- | -0- | -0- | |||||||||
Total | 966,692 | $ | 22.55 | 501,838 |
provision in its 2002 Stock Option Plan that in the event of a “Change of Control”, as defined in such Plan, any outstanding options will become fully exercisable. All of the Company’s executive officers and other employees are employees-at-will, meaning that either the employee or the Company may terminate the employee’s employment at any time for any reason or for no stated reason and with or without an explanation.
Compensation Committee |
On May 16, 2014 the Audit Committee of the Board of Directors of the Company authorized the immediate dismissal of Grant Thornton LLP as the Company’s independent registered public accounting firm. Grant Thornton had served as the Company’s independent registered public accounting firm since August 5, 2004 for the fiscal year commencing March 1, 2004. On June 11, 2014, the Audit Committee engaged CohnReznick LLP as the Company’s independent registered public accounting firm to audit the Company’s financial statements and internal controls over financial reporting.
The reports of Grant Thornton on the Company’s financial statements for the years ended March 3, 2013 and March 2, 2014 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
During the Company’s fiscal years ended March 3, 2013 and March 2, 2014, and during the subsequent period preceding the date of the Audit Committee’s determination to dismiss Grant Thornton, there were no disagreements with Grant Thornton on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Grant Thornton, would have caused it to make reference to the subject matter of the disagreements in connection with its reports, except as follows:
(i) in connection with Grant Thornton’s audit of the Company’s financial statements for the fiscal year ended March 2, 2014 (the “2014 Audit”), the Company had a disagreement with Grant Thornton regarding the accounting for a non-cash charge for the accrual of U.S. income taxes on the undistributed earnings of the Company’s subsidiary in Singapore, which was resolved to Grant Thornton’s satisfaction; and
(ii) in connection with the 2014 Audit, the Company had a disagreement with Grant Thornton regarding Grant Thornton’s finding or assertion of a material weakness in the Company’s internal control over financial reporting, which was resolved to Grant Thornton’s satisfaction.
Grant Thornton reviewed the subject matter of the aforementioned disagreements with the Audit Committee, and the Company authorized Grant Thornton to respond fully to the inquiries of CohnReznick LLP concerning the subject matter of such disagreements.
Except as described in paragraph (ii) above, during the Company’s fiscal years ended March 3, 2013 and March 2, 2014, and the subsequent period preceding the date of the Audit Committee’s determination to dismiss Grant Thornton, there were no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K of the Securities and Exchange Commission.
Grant Thornton has furnished the Company with a letter addressed to the Securities and Exchange Commission stating that it agrees with the above statements. The letter has been filed as an Exhibit to the Company’s Form 8-K Current Report, dated May 16, 2014, filed with the Securities and Exchange Commission on May 22, 2014.
A representative of Grant Thornton is not expected to be present at the Meeting.
| | | 2017 | | | 2016 | | ||||||
Audit Fees(a) | | | | $ | 472,000 | | | | | $ | 456,500 | | |
Audit-Related Fees(b) | | | | | 33,000 | | | | | | 14,000 | | |
Tax Fees | | | | | 0 | | | | | | 0 | | |
All Other Fees | | | | | 0 | | | | | | 0 | | |
| | | | $ | 505,000 | | | | | $ | 470,500 | | |
2015 | 2014 | |||||||
Audit Fees (a) | $ | 410,000 | (b) | $ | 738,981 | |||
Audit-Related Fees | 0 | (c) | 0 | |||||
Tax Fees | 0 | 0 | ||||||
All Other Fees | 0 | 0 | ||||||
$ | 410,000 | $ | 738,981 |
The members of the Audit Committee are not professionally engaged in the practice of auditing or accounting. The Audit Committee'sCommittee’s considerations and discussions referred to above do not assure that the audit of the Company'sCompany’s financial statements for the fiscal year ended March 1, 2015February 26, 2017 has been carried out in accordance with the standards of the Public Company Accounting Oversight Board or that the financial statements are presented in accordance with generally accepted accounting principles.
Audit Committee | ||
By Order of the Board of Directors, | ||
PARK ELECTROCHEMICAL CORP. IMPORTANT ANNUAL MEETING INFORMATION 2015 3. RATIFICATION OF APPOINTMENT of CohnReznick LLP as2017 fiscal year compensation of the named executive officers. 3. Advisory (non-binding) vote on the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2016. 4. The transactionfrequency of such other business as may properly come before the meeting.future shareholder advisory votes on executive compensation. B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please date and sign exactly as name appears hereon. Executors, administrators, trustees, etc. should so indicate when signing. If shares are held jointly, both owners should sign. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. 1UPX + 0248OBIMPORTANT ANNUAL MEETING INFORMATION 4. RATIFICATION OF APPOINTMENT of CohnReznick LLP as 5. The transaction of such other business as may properly come before the meeting. the Company’s independent registered public accounting firm for the fiscal year ending February 25, 2018. 3 Years 2 Years 1 Year Abstain 1a - Dale Blanchfield 1d - Carl W. Smith 1b - Emily J. Groehl 1e - Steven T. Warshaw 1c - Brian E. Shore 1. Election of Directors: For Against Abstain For Against Abstain For Against Abstain MMMMMMMMM MMMMMMMMMMMM 3 3
•• PROXY CARD — PARK ELECTROCHEMICAL CORP.q . PROXY FOR ANNUAL MEETING OF SHAREHOLDERS JULY 21, 201518, 2017 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby constitutes and appoints P. MATTHEW FARABAUGH and STEPHEN E. GILHULEY, and each of them, the attorneys and proxies of the undersigned, with full power of substitution, to attend the Annual Meeting of Shareholders of PARK ELECTROCHEMICAL CORP. (the “Company”) to be held at the offices of the Company, 48 South Service Road, Melville, New York on July 21, 201518, 2017 at 11:00 A.M., New York time, and any adjournments or postponements thereof, to vote all the shares of Common Stock of the Company which the undersigned would be entitled to vote if personally present upon the proposals described on the reverse side of this proxy card. The validity of this proxy is governed by the New York Business Corporation Law. The undersigned hereby acknowledges receipt of the Company’s 20152017 Annual Report and the accompanying Notice of Meeting and Proxy Statement and hereby revokes any proxy or proxies heretofore given. EACH PROPERLY EXECUTED PROXY WILL BE VOTED IN ACCORDANCE WITH SPECIFICATIONS MADE HEREON. IF NO SPECIFICATION IS MADE, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED “FOR” PROPOSALS 1, 2 AND 4 AND FOR “ONE YEAR” FOR PROPOSAL 3, AND IN THE DISCRETION OF THE PROXIES ON ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. PLEASE ACT PROMPTLY SIGN, DATE & MAIL PROXY CARD TODAY