UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 14A
(Rule 14a-101)

 

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Securities Exchange Act of 1934

 

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Soliciting Material Pursuant to §240.14a-12

o Preliminary Proxy Statement

o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material Pursuant to §240.14a-12

PARADISE, INC.

(Name of Registrant as specified in its Charter)

None.

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

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PARADISE, INC.
1200 Dr. Martin Luther King, Jr. Boulevard
Plant City, Florida 33563

 

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 29, 201227, 2014

 

TO THE SHAREHOLDERS OF PARADISE, INC.

The Annual Meeting of Shareholders of Paradise, Inc. will be held at the principal office of the Company, 1200 Dr. Martin Luther King, Jr. Boulevard, Plant City, Florida 33563, on May 29, 2012,27, 2014, at 10:00 a.m., Eastern Daylight Time, for the following purposes:

1.

To elect five (5) Directors to hold office until the next Annual Meeting of Shareholders and until their successors have been duly elected and qualified.qualified;

2.

To ratify the reappointmentappointment of Pender, Newkirk and Company LLP asWarren Averett, LLC the Company’s independent certified public accountants for the fiscal year 2012.2014;

3.

To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

The Board of Directors has fixed Friday,Thursday, April 20, 201217, 2014 at 5:00 p.m. local time, as the record date for the determination of the shareholders entitled to notice of and to vote at the Annual Meeting or any adjournment thereof.

A Proxy Statement, form of Proxy and Annual Report to shareholders for the year ended December 31, 20112013 are enclosed.

Shareholders are cordially invited to attend the Annual Meeting. Whether or not you expect to be present, please date, sign and return the Proxy in the enclosed envelope, which requires no postage if mailed in the United States. If you are present at the Annual Meeting and desire to vote in person, you may revoke the Proxy.

Important Notice, the attached proxy Statement and our 20112013 Annual Report to Shareholders are available on the following website:http://www.paradiseincproxy.com/

By order of the Board of Directors,

Tracy W. Schulis,
Secretary

		By order of the Board of Directors,
		Tracy W. Schulis Secretary

April 25, 2012
2014

Plant City, Florida

PARADISE, INC.
1200 Dr. Martin Luther King, Jr. Boulevard
Plant City, Florida 33563

 

PROXY STATEMENT

 

ANNUAL MEETING OF SHAREHOLDERS
To Be Held on May 29, 201227, 2014

This Proxy Statement is being furnished to the holders (“Shareholders”) of the common shares, (“Common Stock”), of Paradise, Inc., a Florida corporation (the “Company”) in connection with the solicitation by the Company’s Board of Directors of proxies for use at the 20122014 annual meeting of Shareholders to be held on May 29, 201227, 2014 at 10:00 a.m. (the “Annual Meeting”) and at any adjournment thereof. The Annual Meeting will be held at the Company’s officeoffices located at 1200 Dr. Martin Luther King, Jr. Boulevard, Plant City, Florida 33563. All expenses incident to the solicitation of the proxies will be borne by the Company.

At the Annual Meeting, Shareholders will be asked to consider and vote on (i) the election of five (5) directors, and (ii) the ratification of Pender Newkirk & Company LLPWarren Averett, LLC as the Company’s auditors for the fiscal year ending December 31, 2012.2014. All properly executed proxies received prior to or at the Annual Meeting will be voted in accordance with the instructions indicated thereon, if any. If no instructions are indicated, such proxies will be voted FOR the election of the Board of Directors’ nominees for directors and FOR the ratification of Pender Newkirk & Company LLPWarren Averett, LLC as the Company’s auditors.

The Board of Directors has fixed 5:00 p.m., local time, on April 20, 201217, 2014 as the record date (the “Record Date”) for the determination of the Shareholders of record entitled to receive notice of, and to vote at, the Annual Meeting or any adjournment thereof. On April 20, 201217, 2014, there were 519,600 shares issued and outstanding of Common Stock of the Company, constituting the only class of stock outstanding and entitled to vote. Shareholders are entitled to one (1) vote for each share of Common Stock held of record on the Record Date. The presence of a majority of the outstanding Common Shares as of the Record Date, in person or represented by proxy, will constitute a quorum at the Annual Meeting.

Any Shareholder may revoke his or her proxy, at any time before it is exercised, by (i) duly executing and submitting a subsequently dated proxy, (ii) delivering a subsequently dated written notice of revocation to the Company, which notice is received at or before the Annual Meeting, or (iii) voting in person at the Annual Meeting (although, mere attendance at the Annual Meeting will not, in and of itself, constitute a revocation of the proxy). Any written notice revoking a proxy should be sent to the Secretary of the Company at the Company’s principal executive offices, located at the address set forth above.

This Proxy Statement and the enclosed proxy card are first being sent to Shareholders, together with the Notice of Annual Meeting, on or about April 25, 2012.2014.Shareholders are requested to complete, date, and sign the accompanying form of proxy and return it promptly in the envelope provided with these materials. No postage is necessary if the proxy is mailed in the United States in the accompanying envelope.

PROPOSAL IONE
  
ELECTION OF DIRECTORS

In accordance with the Company’s Bylaws, the Board of Directors has fixed the number of directors of the Company (“Directors”) to be elected at the Annual Meeting at five (5). The Company currently has five (5) Directors, each of whose term of office will expire at the Annual Meeting. The Board of Directors has unanimously nominated five (5) persons (each, a “Nominee”), all of whom are current Directors, to stand for election at the Annual Meeting. Each Nominee has agreed, if elected, to hold office until the 20122015 Annual Meeting of Shareholders and until his successor has been duly elected and qualified.

It is intended that the proxies received from Shareholders, unless contrary instructions are given therein, will be voted in favor of the election of the Nominees, named below. If any Nominee, for any reason, should become unavailable for election, or if a vacancy should occur before the election, it is intended that the shares represented by the proxies will be voted for such other person as the Company’s Board of Directors shall designate to replace such Nominee.

Nominees for Director

The following table sets forth the names and ages of each person nominated for election as a Director of the Company, the positions and offices that each Nominee has held with the Company, and the period during which each has served in such positions and offices. Each Director serves for a term of one (1) year and until his successor is duly elected and qualified. The Directors of the Company serve in such capacity without compensation.

TABLE OF NOMINEES

Name		Age		Principal Occupation/Positions		Served As Director Since		Age		Principal Occupation/Positions		Served As Director Since
Melvin S. Gordon(1)(5)		78		Director, Chairman and Chief Executive Officer		1965		80		Director, Chairman and Chief Executive Officer		1965
Randy S. Gordon(2)(5)		56		Director and President		1989		58		Director and President		1989
Eugene L. Weiner(4)		80		Director and Vice President		1967		82		Director and Vice President		1967
Tracy W. Schulis(3)(5)		54		Director, Senior Vice President and Secretary		1989		56		Director, Senior Vice President and Secretary		1989
Mark H. Gordon(3)(5)		49		Director and Executive Vice President		1990		51		Director and Executive Vice President		1990

It has always been the Company’s policy that each of our incumbent Directors attends the Annual Meetings of Shareholders. All of the Company’s board members were present at the 20112013 Annual Meeting of Shareholders, and we anticipate that all board members will be in attendance at the upcoming 20122014 Annual Meeting.

Directors Meetings, Committees, Independence, Audit Committee Financial Expert

During the fiscal year ended December 31, 2011,2013 (“Fiscal 2013”), the Board of Directors held a total of twelve (12) meetings. All Directors attended at least seventy-five percent (75%) of the meetings held.

It must be noted that all of the Directors of the Company are also executive officers of the Company. As a result, none of the Company’s Directors may be deemed “independent” as that term is defined in the listing standards for NASDAQ companies. Under the circumstances, the Board believes it is appropriate not to have a separately designated nominating committee or compensation committee, and the Board has not adopted charters relating to its nominating or compensation functions. Instead, all of the Directors participate in the consideration of director nominees and executive compensation decisions. All of the Directors have dutifully and loyally served the Company for over twenty-one (21) Twenty-Three (23)years, and it has not been necessary for the Board to seek a new director nominee since 1990. Therefore, the Board has not established a process for identifying or evaluating Nominees, nor set minimum qualifications and specific qualities or skills that it believes are necessary for one or more of the Company’s Directors to possess. For the same reason, the Board does not have, and believes it is appropriate under the circumstances to not have, a policy regarding Board consideration of director candidates nominated by Shareholders.

Similarly, the Company does not have a standing audit committee and has not adopted a written charter relating to the Board’s audit duties. Instead, the entire Board of Directors acts as an audit committee for the purpose of overseeing the accounting and financial reporting processes, audits of the financial statements of the Company, and the independence of the Company’s auditors. The Securities and Exchange Commission (the “Commission”) hasrecently adopted new regulations relating to audit committee composition and functions, including disclosure requirements relating to the presence of an “audit committee financial expert” serving on its audit committee. In connection with these new requirements, the Company’s Board of Directors examined the Commission’s definition of “audit committee financial expert” and the Board concluded that Mr. Eugene Weiner, although not independent, qualifies as a financial expert.

Shareholder Communications with Directors

The Company has in place a policy relating to shareholder communications with the Company’s Directors. It provides that Shareholders and other interested parties wishing to contact any member (or all members) of the Board of Directors, any committee of the Board, or any chair of any such committee may do so by mail, addressed, either by name or title, to the Board of Directors or to any such individual Directors or group or committee of directors, and that all such correspondences be sent to the Company’s principal office. It is also anticipated that all Shareholder communications to Directors will be opened by the Office of the Corporate Secretary, at 1200 Dr. Martin Luther King, Jr. Boulevard, Plant City, Florida 33563, for the purpose of determining whether the contents represent a message to our Directors before being forwarded to the addressee. In addition, the Corporate Secretary’s office will make, if necessary, sufficient copies of the contents to be forwarded to each Director who is a member of the group or committee to which the communication is addressed. The directors’ communications policy will exclude the forwarding to Directors of certain kinds of information, such as materials in the nature of advertising, promotions of a product or service, and patently offensive material.

REMUNERATION OF EXECUTIVE OFFICERS

The aggregate remuneration paid by the Company and its subsidiary for the years set forth to its Chief Executive Officer and each of the five highest paid executive officers of the Company whose aggregate cash and cash equivalent form of remuneration exceeded $100,000 are as follows:

Summary Compensation Table

Name and Principal Position		Year				Salary				Bonus				All other Compensation(1)				Total				Year				Salary				Bonus				All other Compensation(1)				Total
Melvin S. Gordon Chairman and Chief Executive Officer			2011			$	318,968			$	95,863			$	4,240			$	419,071				2013			$	318,968			$	70,236			$	5,151			$	394,355
			2010				318,968				77,685				3,635				400,288				2012				318,968				100,435				4,973				424,376
			2009				336,510				21,094				2,725				360,329				2011				318,968				99,839				4,240				423,047
Randy S. Gordon President			2011			$	202,070			$	89,068			$	29,020			$	320,158				2013			$	202,070			$	65,481			$	29,330			$	296,881
			2010				202,070				66,310				14,406				282,786				2012				202,070				89,444				29,360				320,874
			2009				214,508				21,495				14,305				250,308				2011				202,070				89,068				29,020				320,158
Tracy W. Schulis Senior Vice-President and Secretary			2011			$	202,070			$	94,100			$	43,303			$	339,473				2013			$	202,070			$	70,657			$	44,237			$	316,964
			2010				202,070				67,758				18,519				288,347				2012				202,070				94,620				43,881				340,571
			2009				214,808				22,956				18,589				256,353				2011				202,070				94,100				43,303				339,473
Mark H. Gordon Executive Vice-President			2011			$	202,070			$	84,724			$	17,275			$	304,069				2013			$	202,070			$	61,137			$	16,973			$	280,180
			2010				202,070				64,210				8,849				275,129				2012				202,070				85,100				17,308				304,478
			2009				214,308				19,408				8,428				242,144				2011				202,070				84,724				17,275				304,069
Jack M. Laskowitz Chief Financial Officer & Treasurer			2011			$	112,121			$	42,256			$	13,814			$	168,191				2013			$	112,121			$	30,343			$	13,871			$	156,335
			2010				112,121				32,472				10,529				155,122				2012				112,121				41,960				13,766				167,847
			2009				117,274				9,232				10,420				136,926				2011				112,121				42,256				13,814				168,191

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding the beneficial ownership of the Company’s Common Stock as of April 20, 201217, 2014 by (i) each person known to the Company to be the beneficial owner of more than five percent (5%) of its Common Stock, (ii) each Director and executive officer of the Company, and (iii) all Directors and executive officers as a group. As of April 20, 2012,17, 2014, there were 519,600 issued and outstanding of common stock.

Beneficial Ownership Table

Name and Address of Beneficial Owner(1)		Amount and Nature of Beneficial Ownership(2)(3)				Percentage of Class				Amount and Nature of Beneficial Ownership(2)(3)				Percentage of Class
Melvin S. Gordon(4)			192,742				37.1	%			192,742				37.1	%
Salvatore Muoio c/o S. Muoio & Co. LLC 509 Madison Ave. Suite 406 New York, NY 10022(5)			39,002				7.51	%			39,002				7.51	%
Eugene L. Weiner			307				—				307				—
Randy S. Gordon			7,400				1.4	%			7,400				1.4	%
Tracy W. Schulis			8,648				1.7	%			8,648				1.7	%
Mark H. Gordon			8,600				1.7	%			8,600				1.7	%
Jack M. Laskowitz			250				—				250				—
All officers and directors as a group (6 persons)			217,947				41.9	%			217,947				41.9	%

PROPOSAL II

TWO

RATIFICATION OF APPOINTMENT
OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors has selected the firm of Pender Newkirk & Company LLPWarren Averett, LLC (“Pender Newkirk”Warren Averett”), independent public accountants, to be the Company’s auditors for the year ending December 31, 20122014 and recommends that Shareholders vote to ratify that appointment. Pender NewkirkWarren Averett was the Company’s auditors for the year ended December 31, 2011.2013. Although neither the law nor the governing documents of the Company requires the submission of this matter to a Shareholder vote, in the event of a negative vote, the Board of Directors will reconsider its selection of auditors. Ratification of the appointment of the auditors will require that, at a meeting where a quorum is present, the votes cast in favor of the ratification exceed those votes cast opposing ratification. Pender NewkirkWarren Averett is expected to have a representative at the Annual Meeting who will be available to respond to appropriate questions from Shareholders.

Fees Billed for Audit and Non-Audit Services

The following table represents the aggregate fees billed for professional audit services rendered to the Company by Pender NewkirkWarren Averett for the audit of the Company’s annual financial statements and review of financial statements included in the Company’s Forms 10-K and 10-Q for the years ended December 31, 20112013 and 2010.2012.

		2011				2010				2013				2012
Audit Fees(1)		$	156,634			$	121,500			$	151,448			$	132,528
Audit-Related Fees(2)			-0-				-0-				—				—
Tax Fees(3)			-0-				-0-				—				—
All Other Fees(4)			-0-				-0-				—				24,758
Total Accounting Fees and Services		$	156,634			$	121,500			$	151,448			$	157,286

All pre-approvals are contingent on a finding, by the Board, or delegates thereof, as the case may be, that the provision of the proposed services by the Company’s auditor is compatible with the maintenance of the auditor’s independence in the conduct of its auditing functions. In no event is any non-audit related service approved that would result in the independent auditor no longer being considered independent under the applicable rules and regulations of the Securities and Exchange Commission.

ADVISORY VOTE ON EXECUTIVE COMPENSATION AND ON THE FREQUENCY
OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION

At our 2013 Annual Meeting of shareholders, as required by Section 14A of the Securities Exchange Act of 1934, as amended, we held an advisory vote on our executive compensation, commonly referred to as “say-on-pay.” Over 91% of the shares voted at our 2013 Annual Meeting of shareholders approved oursay-on-pay proposal. As a result of the strong shareholder support, the Compensation Committee determined not to make any significant changes to our compensation practices for 2014. The Company also held an advisory vote on whether to hold asay-on-payvote every one, two or three years, which is commonly referred to as “say-on-frequency.” Over 66% of the shares voted at our 2013 Annual Meeting of shareholders approved voting on a three-year basis. Based on the outcome of that vote, the Company has determined to present asay-on-pay vote in its proxy every three years until the next required vote on the frequency of the advisory vote on executive compensation occurs.

OTHER MATTERS

The management has no information that any other matters will be brought before the meeting. If, however, other matters do come before the meeting, it is the intention of the persons named in the Proxy to vote the shares represented by the Proxy in accordance with their best judgment, discretionary authority to do so being included in the Proxy.

SHAREHOLDER PROPOSALS FOR 20132015 ANNUAL MEETING

In order to be included in the proxy materials for the 20132015 Annual Meeting of Shareholders of the Company, Shareholder proposals must be received by the Company nonot later than January 3, 2013.2, 2015.

PARADISE, INC.

Tracy W. Schulis
Secretary

		PARADISE, INC.
		Tracy W. Schulis Secretary

April 25, 20122014

PARADISE, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned holder of Common Stock of Paradise, Inc., a corporation organized under the laws of the State of Florida, does hereby appoint Melvin S. Gordon and Tracy W. Schulis, and each of them, as due and lawful attorneys in-fact (each of whom shall have full power of substitution), to represent and vote, as designated below, all the shares of Common Stock of Paradise, Inc. held of record by the undersigned Shareholder as of the close of business on April 20, 2012, at the Annual Meeting of Shareholders of Paradise, Inc., to be held on May 29, 2012, at 10:00 a.m. local time, or any adjournment thereof on the following matters:

o FOR all Nominees listed below		o WITHHOLD AUTHORITY to vote for all the Nominees (except as marked to the contrary below)

Nominees:

Mark H. Gordon		Tracy W. Schulis
Melvin S. Gordon		Eugene L. Weiner
Randy S. Gordon

INSTRUCTIONS:  To withhold authority to vote for any individual nominee, write that nominee’s name in the space provided.

oFORoAGAINSToABSTAIN

This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned Shareholder. If no direction is given by the undersigned Shareholder, this Proxy will be voted“FOR” the election of all Director Nominees listed above, and“FOR” the ratification of the auditors.

(Please Sign and Date on Reverse Side)

(Continue from Other Side)

PLEASE SIGN AND RETURN PROMPTLY

Please sign your name exactly as it appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee, guardian, corporate officer, or other similar capacity so indicate. If the owner is a corporation, or other business entity, an authorized officer or person in similar capacity, should sign for the corporation or other business entity, and state his or her title. This Proxy shall be deemed valid for all shares held in all capacities that they are held by the signatory.

		Date:  , 2012
		Signature(s):  Title or Authority (if applicable)

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.