UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934(Amendment No. ) | Filed by a Party other than the Registrant | o |
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| 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 |
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
Allied Healthcare Products, Inc.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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You are cordially invited to attend the Annual Meeting of Stockholders which will be held at the Corporate Headquarters of Allied Healthcare Products, Inc., 1720 Sublette
Avenue, St. Louis, Missouri 63110 at 9:00 a.m., Central Time, on Thursday, November
9, 2017.12, 2020. On the following pages you will find the formal Notice of Annual Meeting and Proxy Statement.
Due to the COVID-19 pandemic, we are implementing safety protocols for our annual meeting. All attendees will be required to wear masks and follow social distancing protocols. We reserve the right to implement other safety measures as we deem prudent or as required by any applicable laws or government orders. In the event it is not possible or advisable to hold our annual meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. Please monitor our website at http://www.alliedhpi.com/announcements.htm for updated information. If you are planning to attend our meeting, please check the website one week prior to the meeting date. As always, we encourage you to vote your shares prior to the annual meeting.
Whether or not you plan to attend the meeting in person, it is important that your shares be represented and voted at the meeting. Accordingly, please date, sign and return the enclosed proxy card promptly.
We hope that you will attend the meeting and look forward to seeing you there.
Sincerely,
![[GRAPHIC MISSING]](https://files.docoh.com/DEF 14A/0001144204-17-051669/sig_johnweil.jpg)
John D. WeilChairman of the Board![[GRAPHIC MISSING]](https://files.docoh.com/DEF 14A/0001144204-17-051669/sig_earlrefsland.jpg)
Earl R. Refsland
Chief Executive Officer
NOTICE OF ANNUAL MEETING OFSTOCKHOLDERS Thursday, November
9, 201712, 2020
To the Stockholders ofAllied Healthcare Products, Inc.: The Annual Meeting of Stockholders of Allied Healthcare Products, Inc., a Delaware corporation (the “Company”), will be held at the Corporate Headquarters of Allied Healthcare Products, Inc., 1720 Sublette
Avenue, St. Louis, Missouri 63110 on Thursday, November
9, 201712, 2020 at 9:00 a.m., Central Time, for the following purposes:
| (1) | The election of five directors to serve until the next Annual Meeting of Stockholders or until their successors are elected and qualified; |
| (2) | Ratification and approval of RubinBrown LLP as the Company’s independent registered public accounting firm for the year ending June 30, 2018; |
| (3) | An advisory (non-binding) vote to approve our executive compensation, as disclosed in this proxy statement; and |
| (4) | The transaction of such other business as may properly come before the meeting or any adjournment thereof. |
(1)
The election of five directors to serve until the next Annual Meeting of Stockholders or until their successors are elected and qualified;
(2)
Ratification and approval of RubinBrown LLP as the Company’s independent registered public accounting firm for the year ending June 30, 2021;
(3)
An advisory (non-binding) vote to approve our executive compensation, as disclosed in this proxy statement;
(4)
The transaction of such other business as may properly come before the meeting or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.
Only stockholders of record at the close of business on October
2, 20175, 2020 are entitled to notice of and to vote at the meeting. A list of stockholders of the Company at the close of business on October
2, 20175, 2020 will be available for inspection during normal business hours from October
1315 through November
9, 201712, 2020 at the offices of the Company at 1720 Sublette Avenue, St. Louis, Missouri 63110 and will also be available at the meeting.
By Order of the Board of Directors,
![[GRAPHIC MISSING]](https://files.docoh.com/DEF 14A/0001144204-17-051669/sig_danieldunn.jpg)
Daniel C. DunnVice President –− Finance,Chief Financial OfficerSecretary & Treasurer
St. Louis, Missouri
October 6, 20179, 2020
| | | FILL OUT, DATE AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT IN THE ACCOMPANYING POSTAGE PAID ENVELOPE, EVEN IF YOU PLAN TO ATTEND THE MEETING. YOU MAY REVOKE YOUR PROXY IN WRITING, OR AT THE ANNUAL MEETING IF YOU WISH TO VOTE IN PERSON. | | |
FILL OUT, DATE AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT IN THE ACCOMPANYING POSTAGE PAID ENVELOPE, EVEN IF YOU PLAN TO ATTEND THE MEETING. YOU MAY REVOKE YOUR PROXY IN WRITING, OR AT THE ANNUAL MEETING IF YOU WISH TO VOTE IN PERSON.
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XII.
GENERAL
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ALLIED HEALTHCARE PRODUCTS, INC.1720 Sublette AvenueSt. Louis, Missouri 63110
ANNUAL MEETING OF STOCKHOLDERS
Thursday, November 12, 2020
I.
QUESTIONS AND ANSWERS
Q:
Why am I receiving these materials?
A:
The Board of Directors of Allied Healthcare Products, Inc. (the “Company”, “we” or “our”) provides you these materials to solicit your proxy in connection with our annual meeting of stockholders (the “Annual Meeting”) and any and all adjournments thereof. You are encouraged to vote on the proposals presented in these proxy materials. You are invited to attend the Annual Meeting, but you do not need to attend to vote. The Company first mailed these materials on October 9, 20172020.
Q: When and where is the Annual Meeting?
A:
| Q: | Why am I receiving these materials? |
| A: | The Board of Directors of Allied Healthcare Products, Inc. (the “Company”, “we” or “our”) provides you these materials to solicit your proxy in connection with our annual meeting of stockholders (the “Annual Meeting”) and any and all adjournments thereof. You are encouraged to vote on the proposals presented in these proxy materials. You are invited to attend the Annual Meeting, but you do not need to attend to vote. The Company first mailed these materials on October 6, 2017. |
| Q: | When and where is the Annual Meeting? |
| A: | We will hold the Annual Meeting on Thursday, November 9, 2017 at 9:00 a.m. Central Time at our corporate headquarters, located at 1720 Sublette Avenue, St. Louis, MO 63110. |
| Q: | What information is contained in this Proxy Statement? |
| A: | The information in this Proxy Statement relates to matters to be voted on at the Annual Meeting of stockholders, our corporate governance, the compensation of our directors and most highly paid executive officers and other required disclosures. |
| Q: | Can I get electronic access to the proxy materials? |
| A: | These proxy materials, including our 2017 annual report to stockholders are available atwww.alliedhpi.com. |
| Q: | Who is entitled to vote at the Annual Meeting? |
| A: | Stockholders of record at the close of business on Monday, October 2, 2017 are entitled to notice of and to vote at the Annual Meeting. As of the close of business on that date, there were outstanding and entitled to vote 4,013,537 shares of common stock, each of which is entitled to one vote. No cumulative voting rights exist under the Company’s Amended and Restated Certificate of Incorporation. For information regarding the ownership of the Company’s Common Stock by holders of more than five percent of the outstanding shares and by the management of the Company, see “Security Ownership of Certain Beneficial Owners and Management.” |
| Q: | How do I vote my shares? |
| A: | If you are a stockholder of record and you attend the meeting, you may vote by ballot. |
We will hold the Annual Meeting on Thursday, November 12, 2020 at 9:00 a.m. Central Time at our corporate headquarters, located at 1720 Sublette Avenue, St. Louis, MO 63110. Due to the COVID-19 pandemic, we are implementing safety protocols for our annual meeting. All attendees will be required to wear masks and follow social distancing protocols. We reserve the right to implement other safety measures as we deem prudent or as required by any applicable laws or government orders. In the event it is not possible or advisable to hold our annual meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. Please monitor our website at http://www.alliedhpi.com/announcements.htm for updated information. If you are planning to attend our meeting, please check the website one week prior to the meeting date. As always, we encourage you to vote your shares prior to the annual meeting.
Q:
What information is contained in this Proxy Statement?
A:
The information in this Proxy Statement relates to matters to be voted on at the Annual Meeting of stockholders, our corporate governance, the compensation of our directors and most highly paid executive officers and other required disclosures.
Q:
Can I get electronic access to the proxy materials?
A:
These proxy materials, including our 2020 annual report to stockholders are available at www.alliedhpi.com.
Q:
Who is entitled to vote at the Annual Meeting?
A:
Stockholders of record at the close of business on Monday, October 5, 2019 are entitled to notice of and to vote at the Annual Meeting. As of the close of business on that date, there were outstanding and entitled to vote 4,013,537 shares of common stock, each of which is entitled to one vote. No cumulative voting rights exist under the Company’s Amended and Restated Certificate of Incorporation. For information regarding the ownership of the Company’s Common Stock by holders of more than five percent of the outstanding shares and by the management of the Company, see “Security Ownership of Certain Beneficial Owners and Management.”
Q:
How do I vote my shares?
A:
If you are a stockholder of record and you attend the meeting, you may vote by ballot.
Whether you hold shares directly as the stockholder of record or beneficially in street name, you may also direct how your shares are voted without attending the Annual Meeting. If you are a stockholder of record, you may vote by proxy by completing and returning the enclosed proxy card.
| Q: | How do I vote if my shares are held in “street name?” |
| A: | If you hold your shares in “street name,” (i.e., you hold the shares through a broker, bank or other intermediary), as opposed to holding them “of record,” you will receive a form from your broker or bank seeking instruction as to how your shares should be voted. If you desire to vote shares held in street name in person at the meeting, you need to contact your broker or intermediary and ask how to obtain a “legal proxy” to directly vote such shares. |
TABLE OF CONTENTS | A: | The matters to be voted upon this year are: (i) the election of our Board of Directors, (ii) ratification and approval of RubinBrown LLP as the Company’s independent registered public accounting firm for the year ending June 30, 2018, and (iii) an advisory (non-binding) vote to approve our executive compensation, as disclosed in this proxy statement. Common stockholders may also vote on any other matter that is properly brought before the meeting. |
| Q: | Who are the nominees for directors? |
| A: | We have five directors who are standing for election. We provide biographical information for each director in this Proxy Statement. |
| Q: | How does the Board recommend I vote? |
| A: | Our Board recommends that you vote your shares “FOR” each of the nominees to the Board and “FOR” Agenda Items 2 and 3. |
| Q: | How will my employee stock purchase plan shares be voted? |
| A: | Shares of Common Stock held by participants in Allied Healthcare’s employee stock purchase plans will be voted in accordance with instructions provided on a separate card given to participants in such plans. |
| Q. | What is the voting requirement to approve the matters to be voted on at the Annual Meeting? |
| A. | The election of directors at the Annual Meeting will be determined on the basis of the five candidates receiving the highest pluralities of votes cast at the Annual Meeting. |
Q:
How do I vote if my shares are held in “street name?”
A:
If you hold your shares in “street name,” (i.e., you hold the shares through a broker, bank or other intermediary), as opposed to holding them “of record,” you will receive a form from your broker or bank seeking instruction as to how your shares should be voted. If you desire to vote shares held in street name in person at the meeting, you need to contact your broker or intermediary and ask how to obtain a “legal proxy” to directly vote such shares.
Q:
What am I voting on?
A:
The matters to be voted upon this year are: (i) the election of our Board of Directors, (ii) ratification and approval of RubinBrown LLP as the Company’s independent registered public accounting firm for the year ending June 30, 2021, and (iii) an advisory (non-binding) vote to approve our executive compensation, as disclosed in this proxy statement. Common stockholders may also vote on any other matter that is properly brought before the meeting.
Q:
Who are the nominees for directors?
A:
We have five directors who are standing for election. We provide biographical information for each director in this Proxy Statement.
Q:
How does the Board recommend I vote?
A:
Our Board recommends that you vote your shares “FOR” each of the nominees to the Board and “FOR” Agenda Items 2 and 3.
Q:
How will my employee stock purchase plan shares be voted?
A:
Shares of Common Stock held by participants in Allied Healthcare’s employee stock purchase plans will be voted in accordance with instructions provided on a separate card given to participants in such plans.
Q.
What is the voting requirement to approve the matters to be voted on at the Annual Meeting?
A.
The election of directors at the Annual Meeting will be determined on the basis of the five candidates receiving the highest pluralities of votes cast at the Annual Meeting.
Adoption of the
other proposals
in Items 2 and 3 requires the affirmative vote of a majority of those shares present in person or represented by proxy and entitled to vote thereon at the Annual Meeting.
| A: | If you hold shares in street name through a broker or other nominee and do note vote your shares or provide voting instructions, your broker may vote for you on “routine” proposals but not on “non-routine” proposals. The ratification of the Company’s auditor is considered routine, but the election of directors and each of the other proposals are non-routine. Therefore, if you do not vote or provide voting instructions regarding the election of directors or the other non-routine proposals, your broker will not be allowed to vote your shares on such proposals. This will result in a broker non-vote. Broker non-votes are not counted as shares present and entitled to vote so they will not affect the outcome of the election for directors (Item 1) or the non-binding vote on our executive compensation (Item 3). |
Q:
How are votes counted?
A:
If you hold shares in street name through a broker or other nominee and do note vote your shares or provide voting instructions, your broker may vote for you on “routine” proposals but not on “non-routine” proposals. The ratification of the Company’s auditor is considered routine, but the election of directors and each of the other proposals are non-routine. Therefore, if you do not vote or provide voting instructions regarding the election of directors or the other non-routine proposals, your broker will not be allowed to vote your shares on such proposals. This will result in a broker non-vote. Broker non-votes are not counted as shares present and entitled to vote so they will not affect the outcome of the election for directors (Item 1), the non-binding vote on our executive compensation (Item 2) or the non-binding vote on the timing of our executive compensation votes (Item 3).
If you indicate that you wish to “abstain,” your vote will be counted as present for purposes of determining a quorum and present at the meeting and entitled to vote on the subject matter. Abstentions will have the same effect as a vote against the proposals in Items 2 and 3. Abstentions will not affect the outcome of the election of directors since the nominees are elected by a plurality of votes cast. If you withhold your vote with respect to any or all nominees for director, your vote will be counted as present for purposes of determining a quorum but will not be counted as a vote for election of the director or directors.
| Q: | What happens if additional matters are presented at the Annual Meeting? |
| A: | We are not aware of any business other than the election of directors and the ratification of the Company’s independent registered public accounting firm to be acted upon at the Annual Meeting. If you grant a proxy, the person(s) named as proxy holder(s) will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting. |
| Q: | What if I vote and then change my mind as to how I want to vote or want to revoke my proxy? |
| A: | If you are a stockholder of record, you may change your vote by granting a new proxy bearing a later date, by providing our Secretary with written notice of revocation of your proxy, or by attending the meeting and casting your vote in person. To change or revoke your vote for shares you hold in street name, you will need to follow the instructions in the materials your broker or bank provides you. |
TABLE OF CONTENTS
| Q: | Whom may I call with questions about the Annual Meeting? |
| A: | For information about your stock ownership, or for other stockholder services, please contact Stockholder Relations at 314-771-2400, extension 604. For information about the meeting itself, please contact Daniel C. Dunn, our Secretary, at 314-771-2400. |
| Q: | What should I do if I receive more than one proxy card? |
| A: | If you hold shares in more than one account you will receive a proxy card for each account.It is important that you vote shares represented by each proxy card you receive. |
Q:
What happens if additional matters are presented at the Annual Meeting?
A:
We are not aware of any business other than the election of directors and the ratification of the Company’s independent registered public accounting firm to be acted upon at the Annual Meeting. If you grant a proxy, the person(s) named as proxy holder(s) will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting.
Q:
What if I vote and then change my mind as to how I want to vote or want to revoke my proxy?
A:
If you are a stockholder of record, you may change your vote by granting a new proxy bearing a later date, by providing our Secretary with written notice of revocation of your proxy, or by attending the meeting and casting your vote in person. To change or revoke your vote for shares you hold in street name, you will need to follow the instructions in the materials your broker or bank provides you.
Q:
Whom may I call with questions about the Annual Meeting?
A:
For information about your stock ownership, or for other stockholder services, please contact Stockholder Relations at 314-771-2400, extension 604. For information about the meeting itself, please contact Daniel C. Dunn, our Secretary, at 314-771-2400.
Q:
What should I do if I receive more than one proxy card?
A:
If you hold shares in more than one account you will receive a proxy card for each account. It is important that you vote shares represented by each proxy card you receive.
Q:
What should I do if I plan to attend the meeting in person?
A:
If you plan to attend the meeting in person, in order to ensure the safety of all of our attendees, we are implementing certain attendance and security procedures. To gain admittance to the meeting, we ask that you present both of the following: (1) a valid government-issued photo identification, such as a driver’s license or passport, and (2) proof of your ownership of shares of Company stock as of the Record Date (October 5, 2020). Acceptable proof of ownership may include: a copy of the proxy card for the 2020 Annual Meeting with your name on it or an account statement that indicates your ownership as of the Record Date. If you hold your shares in “street name” through a brokerage account, acceptable proof of ownership may include a recent brokerage statement, a letter from the broker confirming your ownership of the shares, or a proxy executed in your favor from your broker (should you also wish to vote your shares at the meeting). No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the meeting.
II.
AGENDA ITEM 1 — ELECTION OF DIRECTORS
The Company’s Board of Directors is comprised of a single class. The directors are elected at the Annual Meeting of the Stockholders of the Company and each director elected holds office until his or her successor is elected and qualified. The Board currently consists of five members. The stockholders will vote at the 20172020 Annual Meeting for the election of all five directors for the one-year term expiring at the Annual Meeting of Stockholders in 2018. There2021.
Judith Graves and Susan Deuser are first cousins. Other than this relationship, there are no family relationships among any directors or executive officers of the Company.
The persons named in the enclosed proxy will vote for the election of the nominees named below unless authority to vote is withheld. All nominees have consented to serve if elected. In the event that any of the nominees should be unable to serve, the persons named in the proxy will vote for such substitute nominee or nominees as they, in their discretion, shall determine. The Board of Directors has no reason to believe that any nominee named herein will be unable to serve.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING “FOR” EACH OF THE NOMINEES NAMED BELOW. IF YOU SIGN AND RETURN THE PROXY CARD AND DO NOT SPECIFY OTHERWISE, WE WILL VOTE YOUR SHARES FOR THE ELECTION OF THE FIVE NOMINEES LISTED BELOW.
The biographies of each of the nominees and continuing directors below contain information regarding the person’s service as a director, business experience, director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the Governance and Nominating Committee and the Board to determine that the person should serve as a director for the Company beginning in
2017.2020.
The Governance and Nominating Committee does not have a fixed process for identifying and evaluating potential candidates to be nominees for directors, and there is no fixed set of qualifications that candidates must satisfy to be considered. The Governance and Nominating Committee has the flexibility to consider any factors as it deems appropriate. These factors may include education, diversity, experience in the Company’s industry, the interplay of the candidate’s experience with that of other members of the Board of Directors, and the extent to which the candidate would be a desirable addition to the Board of Directors and to any of the committees of the Board of Directors. The Governance and Nominating Committee will evaluate nominees for directors submitted by stockholders in the same manner in which it evaluates other director nominees. No stockholder has properly nominated anyone for election as a director at the Annual Meeting.
Except as set forth below, each of the nominees has been engaged in his or her principal occupation described above during the past five years.
Ms. Gravesretired as the Assistant Director for Administrative Services and Controller to the Board of Commissioners of the Saint Louis Art Museum. Prior to assuming expanded responsibilities, Ms. Graves had been the Museum’s Director of Finance and Controller to the Board of Commissioners since 1984. Ms. Graves brings to the board over thirty years of experience in finance and accounting.
TABLE OF CONTENTS
Mr.Rootis an attorney and is the founder and chief executive officer of Qualipat, LLC, a consulting firm providing training and outsourcing solutions to corporations and patent lawyers. He served as Chief Patent Counsel to UnitedLex Corp. from April 2008 to August 2009. Mr. Root’s legal practice has been
focused in the field of intellectual property, technology and patent law. His career has spanned a range of positions both in-house and in private practice, including General Counsel of Marquip, Inc. in Phillips, Wisconsin and IP counsel positions with Johnson Controls, Inc. and RJR-Nabisco, Inc. He engaged in private practice with the New York offices of the Bryan Cave and Kenyon & Kenyon law firms. Mr. Root received a J.D., magna cum laude, from Wake Forest University, and a B.S. from the United States Military Academy. Before attending law school, Mr. Root served as an Armor Officer in the U.S. Army and in engineering and production management positions. The Board believes that Mr. Root’s knowledge in the field of intellectual property law and his experience in advising small businesses make him a desirable member of the Board.
Dr.Peckis currently serving
Ms. Deuser retired in January 2014, as the Wolff Distinguished Professor at Washington University and DirectorManager of the Center for Health Policy. From 1993 to June 2003, Dr. Peck served as Executive Vice Chancellor for Medical Affairs at Washington University and from 1989 to June 2003, DeanClinical Laboratory Services of the School of Medicine at Washington University, St. Louis Missouri. Dr. Peck served as a director of Angelica Corporation from 1996 until August 2006. From 1990 until 2005 Dr. Peck served as a director of Hologic and from 1993 until 2004 he served as a director Reinsurance Group of America. Dr. Peck also currently serves as a Director for FSB, H.D. Smith Wholesale Drug Company, and Pritikin Longevity Center. Dr. PeckChildren’s Hospital. Ms. Deuser has been in clinical laboratory management in the BJC Healthcare System since 1968. Ms. Deuser brings to the boardBoard over 44 years in Clinical Laboratory Management of directors many years of experience as a director of public companies, including service as chairmanprofessional staff and service on audit, compensation and executive committees,testing; as well as knowledgeresponsibility for evaluating, purchasing, and management of the health care system.usage of medical laboratory equipment.
Mr.Refslandhas served as President and Chief Executive Officer of the Company since September 1999. From February 1999 to January 2000, Mr. Refsland served as Director and Chairman of the Board of Andros Technologies. From May 1995 to March 1998, Mr. Refsland served as President and CEO of Photometrics Limited. Mr. Refsland previously served as Chief Executive Officer and member of the Board of Directors of Allied Healthcare Products, Inc. from 1986 to 1993. Mr. Refsland brings to the board of directors nearly thirty years of experience in the medical industry, including twenty-three years as the Chief Executive Officer of Allied Healthcare Products, Inc. The Board believes that Mr. Refsland’s medical industry experience, executive experience, and extensive experience in all disciplines of business and manufacturing make him a desirable member of the Board.
Mr.Weilserves as the Chairman of the Company’s Board of Directors. Mr. Weil has been the President of Clayton Management Co., a private investment company, since 1973 and was a director of Baldwin & Lyons, Inc., a publicly traded insurance company until May, 2015. Mr. Weil was also a member of the board of directors of Pico Holdings, Inc. from 1996 until August 2010 and a member of the board of directors of Highbury Financial Inc. from 2009 until that company was sold in April 2010. Mr. Weil also serves as an emeritus member of the Board of Trustees of Washington University, St. Louis, Missouri, and an honorary Trustee of the St. Louis Art Museum Commission. Mr. Weil has wide-ranging experience on various boards and as president of an investment company. The Board believes that Mr. Weil’s knowledge in the areas of officer compensation, risk assessment and oversight, corporate governance, finance, investment, and board development makes him a valuable resource as our independent Chairman and as a member of our Compensation, and Governance and Nominating Committees.
BoardBoard of Director Independence Director Independence
The Board has determined that each of the current Directors other than Mr. Refsland is independent within the meaning of the Company’s director independence standards, which reflect the Nasdaq Stock Market (“Nasdaq”) director independence standards, as currently in effect. Furthermore, the Board has determined that each of the members of each of the committees is independent within the meaning of the Sarbanes-Oxley Act of 2002 (Audit Committee) and the Nasdaq Stock Market committee independence standards (Audit, Compensation and Nominating/Corporate Governance Committees).
Board Risk Oversight — Committee Structure
The Board believes that having an independent Chairman of the Board is in the best interest of stockholders. An independent Chairman ensures a greater role for the independent directors in the oversight of the Company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of the Board.
The Board is actively involved in overseeing the Company’s management of risk. This oversight is conducted primarily through committees of the Board, as described below. The full Board has retained responsibility for general oversight of risks. The Board satisfies this responsibility through reports by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within the Company.
The Board of Directors of the Company held fourfive meetings during the fiscal year ended June 30, 2017. 2020.
The Board of Directors presently maintains a Compensation Committee, an Audit Committee and a Governance and Nominating Committee. While there is no formal policy concerning director attendance at the annual meeting, all members of the Board are encouraged to attend if reasonably able to do so.
The Compensation Committeein fiscal year 20172020 consisted of Messrs.Directors Weil, Root, Peck and Madam Graves. Susan Deuser served on this committee following her appointment to the Board on December 26, 2019. This committee reviews and approves the Company’s executive compensation policy reviews and approves decisions concerning management bonuses. As the Company did not make any changes to executive compensation amounts or make any grants of equity compensation, theThe Compensation Committee did not hold a separate meeting during the fiscal year ended June 30, 2017.2020 as no changes to compensation were proposed by management during the year. A copy of the Compensation Committee Charter is available on the Company’s website:www.alliedhpi.com. The Compensation Committee is responsible for overseeing management of risks relating to the Company’s compensation and benefits systems. To assist it in satisfying these oversight responsibilities, the Committee may retain its own compensation consultant and hold meetings with management and with outside counsel to understand the financial, human resources and stockholder implications of compensation decisions being made. In fiscal year
2017,2020, the Committee did not engage any consultant to provide advice or services related to compensation of the Company’s named executive officers.
The Audit Committeein fiscal year 20172020 consisted of Messrs.Directors Weil, Root, Peck and Madam Graves. Susan Deuser served on this committee following her appointment to the Board on December 26, 2019. The Charter for the Audit Committee is available on the Company’s web site:www.alliedhpi.com. This committee recommends engagement of the Company’s independent auditors and is primarily responsible for approving the services performed by the Company’s independent auditors. This committee is also responsible for reviewing and evaluating the Company’s accounting principles and its systems of internal accounting controls and overseeing the management of risks related to these activities. The Audit Committee held two meetings during the fiscal year ended June 30, 2017.2020. The Board of Directors has determined that nominees for director should meet all the criteria that have been established by the Board of Directors and the Nomination, Compensation and Governance Committee for board membership and not just have certain specific qualities or skills, such as those that would qualify a nominee as an “audit committee financial expert.” Accordingly, the Board of Directors believes that it is not in the best interests of the Company to nominate as a director someone who does not have all the experience, attributes and qualifications sought. The Audit Committee consists of independent directors, each of whom has been selected for the Audit Committee by the Board of Directors based on its determination that they are fully qualified to monitor the performance of management, internal accounting operations and the independent public accountants, and are fully qualified to monitor the disclosures of the Company to the end that they fairly present its financial condition and results of operations. Although one or more of the members of the Audit Committee meets, in the Company’s opinion, the SEC definition of an “audit committee financial expert,” the Board of Directors has decided not to designate any one of them as such. In addition, the Audit Committee has the ability on its own to retain other independent public accountants or other consultants whenever it deems appropriate. The Board of Directors believes that this is fully equivalent to having an “audit committee financial expert” on the Audit Committee.
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The Governance and Nominating Committeeconsists in fiscal year 2020 consisted of Messrs.Directors Weil, Root, Peck and Madam Graves. Susan Deuser served on the Committee following her appointment to the Board on December 26, 2019. This committee recommends nominees to fill vacancies on the Board of Directors. The Governance and Nominating Committee did not hold a formal meeting during the fiscal year ended June 30, 2017.2020. The Committee approved the appointment of Susan Deuser to the Board of Directors via a written consent on December 26, 2019. The Governance and Nominating Committee will consider nominees submitted by
stockholders for inclusion on the recommended list of nominees submitted by the Company and voted on at the Annual Meeting of Stockholders if such nominations were submitted in writing to the Company’s headquarters Attention: Governance and Nominating Committee, no later than June 1 in the year of such Annual Meeting of Stockholders. The Governance and Nominating Committee does not have a charter, but in the course of performing its duties, the committee adheres to the Company’s Corporate Governance Principles, a copy of which is available on the Company’s website:www.alliedhpi.com.
CompensationCompensation of Directors Directors
The Company uses a combination of cash and stock-based incentive compensation to attract and retain qualified board members. Each director who is not an employee of the Company is entitled to receive an annual fee of $20,000 for his services as a director and additional fees of $1,000 for attendance at each meeting of the Board of Directors and $350 for attendance at each meeting of committees of the Board of Directors. The Audit Committee Chairman is entitled to receive an additional annual fee of $1,000. Directors are also entitled to reimbursement for their expenses in attending meetings.
In addition to such cash payments,
in fiscal year the Company
providedprovides the following stock-based incentives.
1. Upon initial election to the Board, a Director receives an option to purchase 5,000 shares of the Company’s Common Stock which vests as to 1,250 shares on the second anniversary and then at a rate of 1,250 shares per year thereafter.
2. Upon reelection to the Board, each Director receives an option to purchase 500 shares of the Company’s Common Stock, which vests in full on the first anniversary of the grant date.
3. Upon election or reelection as the chairman of any standing committee of the Board or upon reelection as Chairman of the Board, a Director receives an option to purchase 250 shares of the Company’s Common Stock, which vests in full on the first anniversary of the grant date.
4. Upon the initial election of a non-employee as Chairman of the Board, a Director receives an option to purchase 2,500 shares of the Company’s Common Stock, which vests in full on the first anniversary of the grant date.
Director Compensation TableDirector Compensation Table
The following table sets forth the compensation we paid to our non-employee directors for their service in fiscal year
2017.2020.| Name | | | Fees Earned or
Paid in Cash
($) | | | Stock
Awards
($) | | | Option
Awards
($)(1) | | | Non-Equity
Incentive
Plan
Compensation
($) | | | Change in
Pension
Value and
Nonqualified
Deferred
Compensation
($) | | | All Other
Compensation
($) | | | Total
($) | |
| (a) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | |
| Judith T. Graves | | | | $ | 25,700 | | | | | | — | | | | | $ | 563 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 26,263 | | |
| Joseph E. Root | | | | $ | 24,700 | | | | | | — | | | | | $ | 662 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 25,362 | | |
Susan M. Deuser(2) | | | | $ | 12,350 | | | | | | — | | | | | $ | 363 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 12,713 | | |
| John D. Weil | | | | $ | 24,000 | | | | | | — | | | | | $ | 563 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 24,563 | | |
(1)
Amounts represent the grant date fair value calculated pursuant to ASC Topic 718 for the indicated fiscal year. Additional information about the assumptions used when valuing equity awards is set forth in our Annual Report on Form 10-K in the Notes to Consolidated Financial Statements for those fiscal years.
Indemnification and Limitation(2)
Ms. Deuser was appointed as a director of Liabilitythe Company effective December 26, 2019.
Indemnification and Limitation of Liability
The Company’s Amended and Restated Certificate of Incorporation provides that the Company’s directors are not liable to the Company or its stockholders for monetary damages for breach of their
fiduciary duties, except under certain circumstances, including breach of the director’s duty of loyalty, acts or omissions not in good faith or involving intentional misconduct or a knowing violation of law or any transaction from which the director derived improper personal benefit. The Company’s By-laws provide for the indemnification of the Company’s directors and officers, to the full extent permitted by the Delaware General Corporation Law. The company also has indemnification agreements with each officer and director providing for contractual indemnification substantially similar in scope to the provisions of the By-Laws.
| III. | AGENDA ITEM 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
III.
AGENDA ITEM 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Company engaged RubinBrown LLP to audit the Company’s financial statements for the fiscal year ended June 30,
2017.2020. Representatives of RubinBrown LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.
The Audit Committee has selected RubinBrown LLP to be the independent registered public accounting firm for fiscal year ending June 30,
20182021 and recommends that the stockholders ratify the appointment of the accounting firm. Although stockholder approval is not required by law, the appointment is submitted by the Audit Committee of the Board of Directors in order to give the stockholder a voice in the designation of auditors. If the stockholders do not ratify the selection of RubinBrown LLP, the Audit Committee will review the selection of the independent registered public accounting firm. Even if the resolution is approved, the Audit Committee in its discretion may direct the appointment of different independent auditors at any time during the year if it determines that a change would be in the best interest of the Company and its stockholders.
The Board of Directors unanimously recommends a voteFOR ratification of RubinBrown LLP as the Company’s independent registered public accounting firm. | IV. | AGENDA ITEM 3 — ADVISORY (NON-BINDING) APPROVAL OF EXECUTIVE COMPENSATION |
IV.
AGENDA ITEM 3 — ADVISORY (NON-BINDING) APPROVAL OF EXECUTIVE COMPENSATION
We are providing our stockholders the opportunity to vote on an advisory (non-binding) resolution to approve our executive compensation as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the tabular disclosure regarding compensation of the Company’s named executive officers and the narrative disclosure accompanying those tables, all as set forth in the Executive Compensation section of this proxy statement. The Company held its last advisory vote regarding how often the Company should include a say-on-pay vote in its proxy materials in
2013. As a2019. Consistent with the result of that vote, the Company’s Board determined that we will have such an advisory vote every year.
The following resolution is submitted for stockholder approval:
Resolved, that the stockholders approve the compensation of the Company’s Named Executive Officers, as disclosed in the Company’s proxy statement for the
20172020 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the tabular disclosure regarding compensation of our Named Executive Officers and the narrative disclosure accompanying those tables.
Because your vote is advisory, it will not be binding upon the Board, however the Board will take the outcome of this vote into consideration in making future executive compensation decisions.
The Board of Directors unanimously recommends a voteFORthis resolution.
V.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial ownership of our directors and executive officers and all persons known to the Company to be the beneficial owners of more than five percent of the Company’s Common Stock as of September 30, 2017,2020, based upon filings by such persons with the SEC under applicable provisions of the federal securities laws. As of the close of business on September 30, 2017,2020, there were 4,013,537 shares of Common Stock outstanding. Shares of common
stock subject to options and warrants that are currently exercisable or exercisable within 60 days of September 30,
20172020 are considered outstanding and beneficially owned by the person holding the options or warrants for the purposes of computing beneficial ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. To our knowledge, except as set forth in the footnotes to this table and subject to applicable community property laws where applicable, each person named in the table has sole voting and investment power with respect to the shares set forth opposite such person’s name. Except as otherwise indicated, the address of each of the persons in this table is the address of the Company’s headquarters.
| Name and Address of Beneficial Owner | | | Shares Owned
Beneficially | | | Percentage of
Outstanding Shares | |
Joseph D. Lehrer(1)
10 South Broadway, Suite 2000
St. Louis, Missouri 63102 | | | | | 278,455 | | | | | | 6.9% | | |
| Directors and Executive Officers | | | Shares Owned
Beneficially | | | Percent of
Outstanding Shares | |
Earl R. Refsland
Director and Chief Executive Officer | | | | | 186,430 | | | | | | 4.6% | | |
John D. Weil
Chairman of the Board of Directors | | | | | 752,639(2) | | | | | | 18.7% | | |
Joseph E. Root
Director | | | | | 8,750(3) | | | | | | * | | |
Judith T. Graves
Director | | | | | 7,750(4) | | | | | | * | | |
Daniel C. Dunn
Vice President – Finance, Chief Financial Officer and Secretary | | | | | 8,153(6) | | | | | | * | | |
| All directors and executive officers as a group (6 persons) | | | | | 963,722 | | | | | | 23.8% | | |
| | | | |
| | Shares Owned
Beneficially | | Percent of
Outstanding Shares |
Directors and Executive Officers
| | | | | | | | |
Earl R. Refsland
Director and Chief Executive Officer | | | 186,430 | | | | 4.6 | % |
John D. Weil
Chairman of the Board of Directors | | | 1,605,832 | (1) | | | 39.9 | % |
William A. Peck, M.D.
Director | | | 7,500 | (2) | | | | * |
Joseph E. Root
Director | | | 8,500 | (3) | | | | * |
Judith T. Graves
Director | | | 7,750 | (4) | | | | * |
Daniel C. Dunn
Vice President – Finance, Chief Financial Officer and Secretary | | | 8,153 | (5) | | | | * |
| All directors and executive officers as a group (6 persons) | | | 1,824,165 | | | | 45.0 | % |
| (1) | Includes 131,123 shares over which Mr. Weil may be deemed to have sole voting and dispositive power and 1,467,209 shares over which Mr. Weil may be deemed to share voting and dispositive power with members of his family and affiliates thereof. Includes 7,500 shares deemed owned as a result of exercisable options. |
| (2) | Includes 7,500 shares deemed owned as a result of exercisable options. |
| (3) | Includes 7,500 shares deemed owned as a result of exercisable options. |
| (4) | Includes 7,500 shares deemed owned as a result of exercisable options. |
| (5) | Includes 7,500 shares deemed owned as a result of exercisable options and 253 shares held in the Company’s Employee Stock Ownership Plan. |
*
Less than 1.00%.
(1)
Mr. Lehrer reports sole voting and dispositive power over such shares, which includes 273,455 shares held in trust for descendants of John Weil. Mr. Lehrer is an attorney in private practice and also provides corporate legal advice to the Company.
(2)
Includes 167,128 shares over which John Weil may be deemed to have sole voting and dispositive power and 585,511 shares over which John Weil may be deemed to share voting and dispositive power with members of his family and affiliates thereof (of which, 218,078 shares (5.43% of the Company’s outstanding shares) are under shared voting and dispositive control with Mark S. Weil, John Weil’s brother). Includes 7,500 shares deemed owned as a result of exercisable options.
(3)
Includes 7,750 shares deemed owned as a result of exercisable options.
(4)
Includes 7,500 shares deemed owned as a result of exercisable options.
(5)
Includes 5,000 shares deemed owned as a result of exercisable options.
(6)
Includes 7,500 shares deemed owned as a result of exercisable options and 253 shares held in the Company’s Employee Stock Ownership Plan.
VI.
This section provides information regarding the executive officers of the Company who are appointed by and serve at the pleasure of the Board of Directors:
| | | | |
| NAME | | | AGE | | | POSITION(S) | |
| Earl R. Refsland | | 74 | 77 | | | Director, President and Chief Executive Officer(1) | |
| Andrew D. Riley | | 41 | 44 | | | Vice President –− Operations(2) | |
| Daniel C. Dunn | | 58 | 61 | | | Vice President –− Finance, Chief Financial Officer, Secretary & Treasurer(3) | |
| (1) | Mr. Refsland has been Director, President and Chief Executive Officer of the Company since September, 1999. |
| (2) | Mr. Riley has been Vice President — Operations since July, 2014. He previously held the position of Director of Operations and Plant Manager from January 2012 to July 2014. Prior to that time, Mr. Riley held multiple leadership positions at Owens Corning from 2005 to 2012. |
| (3) | Mr. Dunn has been Vice President — Finance, Chief Financial Officer, Secretary and Treasurer since July, 2001. He previously held the position of Director of Finance at MetalTek International from 1998 to 2001. Prior to that time, Mr. Dunn held the position of Corporate Controller at Allied Healthcare Products, Inc. from 1994 to 1998. |
(1)
Mr. Refsland has been Director, President and Chief Executive Officer of the Company since September, 1999.
(2)
Mr. Riley served as Vice President of Operations from July 2014 until June 15, 2020, when he tendered his resignation. The Company has engaged in a search to fill this position.
(3)
Mr. Dunn has been Vice President — Finance, Chief Financial Officer, Secretary and Treasurer since July, 2001. He previously held the position of Director of Finance at MetalTek International from 1998 to 2001. Prior to that time, Mr. Dunn held the position of Corporate Controller at Allied Healthcare Products, Inc. from 1994 to 1998.
VII.
EXECUTIVE COMPENSATION
The Compensation Committee, composed entirely of non-employee members of the Board of Directors,
reviews, recommendsis responsible for reviewing, recommending and
approvesapproving changes to the Company’s compensation policies and program for the chief executive officer, other senior executives and certain key employees. In addition to the delegated authority in areas of compensation, the Committee administers
the Company’sany stock option plans
andor agreements and recommends to the Board of Directors annual or other grants to be made in connection therewith.
In 2020 the Company made no changes to compensation for any executive officer and did not issue stock options or other equity incentives.
In the Committee’s discharge of its responsibilities, it considers the compensation, primarily of the chief executive officer and the Company’s other executive officers, and sets overall policy and considers in general the basis of the levels of compensation of other key employees.
Recognizing its role as a key representative of the stockholders, the Committee seeks to promote the interests of stockholders by attempting to align management’s remuneration, benefits and perquisites with the economic wellbeing of the Company. Basically, the Committee seeks the successful implementation of the Company’s business strategy by attracting and retaining talented managers motivated to accomplish these stated objectives. The Committee attempts to be fair and competitive in its views of compensation. Thus, rewards involve both business and individual performance.
Components of Compensation.
The Company offers the following compensation and employee benefits to those executive officers whose names appear in the Summary Compensation Table below (collectively, our “Named Executive Officers” or “NEOs”):
Base salaries for the chief executive officer, as well as other executive officers of the Company, are determined primarily based on performance. Generally, the performance of each executive officer is evaluated annually and salary adjustments are based on various factors including revenue growth, earnings per share improvement, increases in cash flow, new product development, market appreciation for publicly
traded securities, reduction of debt and personal performance. In addition, the Committee may compare salary data for similar positions in companies that match the Company’s size in sales and earnings and utilizes such data
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as a factor in setting base salaries, including compensation market studies published by Salaries.com or similar service. The Committee approves base salary adjustments for the executive officers, including the chief executive officer. In fiscal year 2017,2020, the Committee did not increase the base compensation of any of its NEOs.
Mr. Refsland’s Base Salary and Changes. Mr. Refsland’s employment agreement currently calls for an annual base salary of $429,000 plus participation in incentive awards (in cash or securities) as may be granted in the Board’s discretion upon recommendations or approvals by the Compensation Committee. The Annual Salary may be increased in future periods but may not be reduced below $415,000 without Mr. Refsland’s consent. For potential base salary changes for Mr. Refsland, the Compensation Committee reviews Mr. Refsland’s performance. The review includes, but is not necessarily limited to, leadership competencies and other core values, executive retention results, and other contributions toward achievement of the Company’s strategic plan and objectives. The Committee also takes into account other considerations such as Mr. Refsland’s base salary history and its relationship to that of other NEOs. Except in connection with the negotiation of his employment agreement, Mr. Refsland has not had any direct input to the Compensation Committee relative to increases in his base salary.
Cash Incentive Compensation. To reward achievement of financial performance goals during the fiscal year, the Company may pay cash bonuses to the chief executive officer and other NEOs. The actual amount of any incentive compensation paid to each executive officer is determined subjectively, predicated on an assessment of each participant’s relative role in achieving the annual financial objectives of the Company as well as each such person’s contributions of a strategic nature in maximizing stockholder value. However, in the past several years, including fiscal 2017,2020, the Committee has not awarded cash incentives to any of its NEOs.
Stock-Based Incentive Compensation. The Company’s 1999 Incentive Stock Option Plan (the “1999 Plan”) expired in June 30, 2009. The Compensation Committee and stockholders of the Company approved the 2009 Stock Incentive Plan (the “2009 Plan”) as a replacement for the 1999 Plan and the stockholders approved the 2009 Plan at the 2009 Annual Meeting. Options previously granted under the plan will remain exercisable in accordance with their terms. The 2009 Plan authorizesauthorized the Company to grant equity based awards in the form of stock options. Officers employees, and non-employee directorsemployees of the Company, its subsidiaries and affiliates are eligible to participate in the Plan. Our incentive stock plans provide a long-term incentive program for the chief executive officer, other executive officers and certain other key employees. The basic objective of these plans is the specific and solid alignment of executive and stockholder interests by forging a direct relationship between this element of compensation and the stockholders’ level of return. These programs represent a desire by the Company to permit executives and other key employees to obtain an ownership position and a proprietary interest in the Company’s Common Stock. Awards under our plans are generally made to executive staff upon hiring and are reviewed periodically, but not annually, thereafter. In fiscal year 2017,2020, no grants of stock based incentive were made to any of the Company’s NEOs under the 2009 Plan or otherwise.We set the grant date of any award made by The 2009 Plan expired on August 27, 2019, after which the Company to be the date of the Board meeting at which such award was approved, and the grant price is determined in a manner which will not subjectissue options pursuant the Company, the grantee or the compensation at issue to any tax, interest or penalties under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Section 409A will not impose such taxes if the award is priced based on the closing price of our stock on the Nasdaq Global Market on the date of the grant or the trading day immediately preceding the grant date. We do not have a program, plan or practice of timing equity award grants in conjunction with the release of material non-public information.
plan.
Please see the “Option Awards” column of the Summary Compensation Table below, and the columns related to equity awards of the Grants of Plan-Based Awards Table below, and the entire Outstanding Equity Awards as of June 30, 20172020 table below for more information on the stock based portion of incentive compensation we pay to our NEOs.
We maintain a qualified 401(k) savings plan for most salaried employees. Subject to a maximum the IRS sets annually ($
18,00019,500 for calendar
2017)2020), participants in our 401(k) savings plan may contribute between 1% and 60% of their compensation to their savings plan accounts. The Company’s contribution consists of a 2% match of participants’ contributions, currently 2% (on the first 8% of the employee’s contribution), and an additional 2% on the
participantsparticipant’s annual compensation. All contributions vest immediately. At termination, the vested balances under a qualified 401(k) saving plan become available to the terminated participant.
Unless otherwise provided in the incentive grant agreement or as determined by the Compensation Committee, an executive must be employed with the Company at the time the measurement is made for the receipt of any incentive awards. An executive who voluntarily terminates employment prior to the measurement date for an award (other than for retirement) forfeits all rights to the award. For executives who voluntarily terminate employment prior to retirement age, unvested grants of stock options are forfeited.
The Company has entered into agreements with Mr. Refsland
Mr. Dunn, and Mr.
RileyDunn granting them payments upon a change of control of the Company. These arrangements are intended to promote stability and continuity of senior management. Information on applicable payments under such agreements for NEOs is contained under the heading “Severance and Change in Control Benefits” below.
Our incentive stock plans also generally provide that, unless otherwise provided in connection with the specific grant of an option, shares of the Company’s stock acquired upon exercise of an option are subject to redemption by the Company at a price equal to the exercise price paid by the grantee in the event that the employee holding such shares, within six (6) months of terminating employment with the Company, commences employment which the Compensation Committee reasonably believes, in its discretion, to be competitive with the Company or in violation of any employment or other agreement between the Company and such employee. This provision is intended to discourage grantees of stock options from going to work for competitors. The Company’s redemption right, however, is (a) only applicable to shares acquired upon exercise of the option occurring within six (6) months prior to such grantee’s termination of employment with the Company and (b) not applicable if the termination of employment occurs at the election of the employee following a “change of control” of the Company.
We believe these programs further our goal of attracting and retaining top executive talent, and serve to encourage executives to make long-term career commitments to us.
Compensation Policies and Practices
Compensation Recoupment; Adjustments Based On Prior Awards.Awards. As the Company has not paid material incentive compensation in recent years, we do not have a policy that requires the adjustment or recovery of awards or payments made to our executive officers if the performance measures on which such awards or payments were based are restated or otherwise adjusted in a manner that would reduce the size of an award or payment. The Securities and Exchange Commission recently enacted rules pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act requiring that stock exchanges adopt rules requiring listed companies to adopt recoupment or “clawback” policies. The Company will evaluate any such requirements when they are finalized and review and revise its policies accordingly.
Perquisites Andand Employee Benefits.Benefits. We provide our NEOs with certain employee benefits that are generally available to all salaried employees including Company-paid group term life insurance equal to two times annual cash compensation excluding bonuses, Company contributions up to 4% to a 401(k) savings plan, medical and dental plans. In addition, we provide certain of our NEOs with a Company-leased automobile, including automobile insurance, with a total lease value that varies by executive level. We believe these benefits further our goal of attracting and retaining top executive talent.
Additional Information With Respect To Compensation Interlocks And Insider Participation In Compensation DecisionsAdditional Information With Respect To Compensation Interlocks And Insider Participation In Compensation Decisions
None of the members of the Company’s Compensation Committee (i) were, during the fiscal year, an officer or employee of the Company; (ii) were formerly an officer or employee of the Company; or, (iii) had any relationship requiring disclosure by the Company as Certain Relationships and Related Transactions.
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None of the executive officers of the Company served as a member of a compensation committee of any entity whose executive officers or directors served on the Compensation Committee of the Company.
Certain RelationshipsCertain Relationships and Transactions Transactions
The Company’s Code of Conduct sets forth the Company’s policies concerning transactions with directors, officers and employees. The Code of Conduct can be found at our website:www.alliedhpi.com.
VIII.
COMPENSATION DATA
Summary Compensation TableSummary Compensation Table
The following table shows the compensation paid to the Company’s NEO’s for the fiscal years ended June 30,
2017, 20162020, 2019 and
2015.2018.Name & Principal
Position | | | Year | | | Salary
($)(1) | | | Bonus | | | Stock
Awards | | | Option
Awards(2) | | | Non-Equity
Incentive Plan
Compensation | | | Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings | | | All Other
Compensation(3) | | | Total
Compensation | |
| (a) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) | | | (j) | |
Earl R. Refsland
President and Chief
Executive Officer | | | 2020 | | | | $ | 429,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 72,722 | | | | | $ | 501,722 | | |
| | 2019 | | | | $ | 429,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 73,491 | | | | | $ | 502,491 | | |
| | 2018 | | | | $ | 429,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 73,741 | | | | | $ | 502,741 | | |
Daniel C. Dunn
Vice President –
Finance and Chief
Financial Officer | | | 2020 | | | | $ | 226,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 29,098 | | | | | $ | 255,098 | | |
| | 2019 | | | | $ | 226,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 29,780 | | | | | $ | 255,780 | | |
| | 2018 | | | | $ | 224,269 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 24,075 | | | | | $ | 248,344 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Andrew Riley
Vice President –
Operations | | | 2020 | | | | $ | 225,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 5,349 | | | | | $ | 230,349 | | |
| | 2019 | | | | $ | 225,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 5,349 | | | | | $ | 230,349 | | |
| | 2018 | | | | $ | 219,808 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 5,093 | | | | | $ | 224,901 | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Name & Principal
Position | | Year | | Salary
($)(1) | | Bonus | | Stock
Awards | | Option
Awards(2) | | Non-Equity
Incentive Plan
Compensation | | Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings | | All Other
Compensation(3) | | Total
Compensation |
| (a) | | (b) | | (c) | | (d) | | (e) | | (f) | | (g) | | (h) | | (i) | | (j) |
Earl R. Refsland
President and Chief Executive
Officer | | | 2017 | | | $ | 429,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | $ | 73,275 | | | $ | 502,275 | |
| | | 2016 | | | $ | 429,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | $ | 73,453 | | | $ | 502,453 | |
| | | 2015 | | | $ | 429,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | $ | 74,164 | | | $ | 503,164 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Daniel C. Dunn
Vice President –
Finance and Chief Financial Officer | | | 2017 | | | $ | 216,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | $ | 19,129 | | | $ | 235,129 | |
| | | 2016 | | | $ | 216,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | $ | 19,820 | | | $ | 235,820 | |
| | | 2015 | | | $ | 216,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | $ | 23,157 | | | $ | 239,157 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Andrew D. Riley
Vice President – Operations | | | 2017 | | | $ | 195,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | $ | 4,527 | | | $ | 199,527 | |
| | | 2016 | | | $ | 195,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | $ | 4,527 | | | $ | 199,527 | |
| | | 2015 | | | $ | 195,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | $ | 6,707 | | | $ | 201,707 | |
| (1) | Includes amounts deferred under the 401(k) feature of the Company’s Retirement Savings Plan. As of June 30, 2017, annual base salaries of the NEOs were as follows: Mr. Refsland, $429,000; Mr. Dunn, $216,000; Mr. Riley, $195,000. |
| (2) | Amounts represent the grant date fair value calculated pursuant to ASC Topic 718 for the indicated fiscal year. Additional information about the assumptions used when valuing equity awards is set forth in our Annual Report on Form 10-K in the Notes to Consolidated Financial Statements for those fiscal years. |
| (3) | All Other Compensation in the Summary Compensation Table above includes the following components: |
| | | | | | | | | | | | | | |
| | All Other Compensation |
| Name | | Fiscal
Year | | 401k Match/
Contribution | | Life/
Disability
Insurance | | Car
Allowance | | Perquisites
and Personal
Benefits | | Tax
Gross-ups | | Total Other
Compensation |
| Earl R. Refsland | | | 2017 | | | $ | 13,080 | | | $ | 19,974 | | | $ | 23,900 | | | $ | — | | | $ | 16,322 | | | $ | 73,275 | |
| | | | 2016 | | | $ | 13,080 | | | $ | 19,974 | | | $ | 24,000 | | | $ | — | | | $ | 16,399 | | | $ | 73,453 | |
| | | | 2015 | | | $ | 13,200 | | | $ | 19,974 | | | $ | 24,334 | | | $ | — | | | $ | 16,656 | | | $ | 74,164 | |
| Daniel C. Dunn | | | 2017 | | | $ | 8,640 | | | $ | 1,971 | | | $ | 4,170 | | | $ | — | | | $ | 4,348 | | | $ | 19,129 | |
| | | | 2016 | | | $ | 8,640 | | | $ | 1,971 | | | $ | 4,575 | | | $ | — | | | $ | 4,634 | | | $ | 19,820 | |
| | | | 2015 | | | $ | 8,640 | | | $ | 1,054 | | | $ | 7,445 | | | $ | — | | | $ | 6,018 | | | $ | 23,157 | |
| Andrew D. Riley | | | 2017 | | | $ | 3,900 | | | $ | 367 | | | $ | — | | | $ | — | | | $ | 260 | | | $ | 4,527 | |
| | | | 2016 | | | $ | 3,900 | | | $ | 367 | | | $ | — | | | $ | — | | | $ | 260 | | | $ | 4,527 | |
| | | | 2015 | | | $ | 6,394 | | | $ | 184 | | | $ | — | | | $ | — | | | $ | 130 | | | $ | 6,707 | |
(1)
Includes amounts deferred under the 401(k) feature of the Company’s Retirement Savings Plan. As of June 30, 2020, annual base salaries of the NEOs were as follows: Mr. Refsland, $429,000; Mr. Dunn, $226,000; Mr. Riley, $225,000.
Grants(2)
Amounts represent the grant date fair value calculated pursuant to ASC Topic 718 for the indicated fiscal year. Additional information about the assumptions used when valuing equity awards is set forth in our Annual Report on Form 10-K in the Notes to Consolidated Financial Statements for those fiscal years.
(3)
Mr. Riley resigned on June 15, 2020.
(4)
All Other Compensation in the Summary Compensation Table above includes the following components:
| | | | All Other Compensation | |
| Name | | | Fiscal
Year | | | 401k Match/
Contribution | | | Life/
Disability
Insurance | | | Car
Allowance | | | Perquisites
and Personal
Benefits | | | Tax
Gross-ups | | | Total Other
Compensation | |
| Earl R. Refsland | | | 2020 | | | | $ | 12,660 | | | | | $ | 19,974 | | | | | $ | 23,824 | | | | | $ | — | | | | | $ | 16,264 | | | | | $ | 72,722 | | |
| | | | 2019 | | | | $ | 13,080 | | | | | $ | 19,974 | | | | | $ | 24,021 | | | | | $ | — | | | | | $ | 16,416 | | | | | $ | 73,491 | | |
| | | | 2018 | | | | $ | 13,080 | | | | | $ | 19,974 | | | | | $ | 24,163 | | | | | $ | — | | | | | $ | 16,524 | | | | | $ | 73,741 | | |
| Daniel C. Dunn | | | 2020 | | | | $ | 9,040 | | | | | $ | 2,074 | | | | | $ | 14,567 | | | | | $ | — | | | | | $ | 3,417 | | | | | $ | 29,098 | | |
| | | | 2019 | | | | $ | 9,020 | | | | | $ | 2,074 | | | | | $ | 14,964 | | | | | $ | — | | | | | $ | 3,721 | | | | | $ | 29,780 | | |
| | | | 2018 | | | | $ | 8,971 | | | | | $ | 1,971 | | | | | $ | 9,400 | | | | | $ | — | | | | | $ | 3,733 | | | | | $ | 24,075 | | |
| Andrew D. Riley | | | 2020 | | | | $ | 4,500 | | | | | $ | 480 | | | | | $ | — | | | | | $ | — | | | | | $ | 369 | | | | | $ | 5,349 | | |
| | | | 2019 | | | | $ | 4,500 | | | | | $ | 480 | | | | | $ | — | | | | | $ | — | | | | | $ | 369 | | | | | $ | 5,349 | | |
| | | | 2018 | | | | $ | 4,396 | | | | | $ | 408 | | | | | $ | — | | | | | $ | — | | | | | $ | 289 | | | | | $ | 5,093 | | |
Grants of Plan-Based Awards Plan-Based Awards
The Company made no Plan-Based awards to its NEOs in fiscal year 2017.
2020.
Outstanding Equity AwardsOutstanding Equity Awards at Fiscal Year-End Fiscal Year-End
The following table sets forth the outstanding equity awards as of June 30,
20172020 for each NEO.
| | | | Option Awards | | | Stock Awards | |
| Name | | | Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable | | | Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable(1) | | | Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#) | | | Option
Exercise
Price
($) | | | Option
Expiration
Date | | | Number of
Shares or
Units of
Stock That
Have Not
Vested
(#) | | | Market
Value of
Shares of
Stock
That
Have Not
Vested
($) | | | Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That Have
Not Vested
(#) | | | Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not Vested
($) | |
| (a) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) | | | (j) | |
| Daniel C. Dunn | | | | | 7,500 | | | | | | | | | | | $ | 7.00 | | | | | | 8/25/21 | | | | | | | | | | | | | | |
(1)
Options become exercisable in three equal installments each year beginning on the grant date.
All options to purchase shares of the Company’s stock held by the NEOs or by Directors of the Company as of June 30,
20172020 have been issued pursuant to stock option plans submitted for approval by the Company’s Stockholders.
| Plan Category | | | Number of Shares of
Common Stock to be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights(1) | | | Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights | | | Number of Shares of
Common Stock Remaining
Available for Future
Issuance Under Equity
Compensation Plans | |
| Equity compensation plans approved by stockholders | | | | | 42,750 | | | | | $ | 4.65 | | | | | | 16,500 | | |
Equity compensation plans not approved
by stockholders | | | | | None | | | | | | None | | | | | | None | | |
| Totals | | | | | 42,750 | | | | | $ | 4.65 | | | | | | 16,500 | | |
| | | | | | |
| Plan Category | | Number of Shares of Common Stock to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1) | | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | | Number of Shares of Common Stock Remaining Available for Future Issuance Under Equity Compensation Plans |
| Equity compensation plans approved by stockholders | | | 45,000 | | | $ | 6.67 | | | | 310,500 | |
| Equity compensation plans not approved by stockholders | | | none | | | | none | | | | none | |
| Totals | | | 45,000 | | | $ | 6.67 | | | | 310,500 | |
Option Exercises and Stock Vested in Fiscal Year 2017
No options were exercised by any of the NEOs during the fiscal year ended June 30, 2017.2020. The Company did not have outstanding any restricted stock awards subject to vesting during the year ended June 30, 2017.
2020.
Nonqualified Deferred CompensationNonqualified Deferred Compensation
The Company does not have any non-qualified deferred compensation arrangements with any NEO.
Executive Employment AgreementExecutive Employment Agreement
In March 2007, the Company entered into an employment contract with Mr. Refsland. The employment contract was amended and restated in December 2009 to comply with Section 409A of the Internal Revenue Code of 1986, as amended. The agreement was initially for a three-year term, which expired in March 2010, after which point it became subject to annual renewals.
The agreement provides that Mr. Refsland will serve as President and Chief Executive Officer. The agreement may be terminated by the Company in the event of Mr. Refsland’s death or disability or unilaterally with or without “Cause” (as defined in the agreement).
In the event of a termination of Mr. Refsland’s employment without cause (or in the event that Mr. Refsland terminates employment with “Good Reason” (as defined in the agreement)), Mr. Refsland is entitled to continued compensation at his then annual salary for two years and with entitlement continuation of
continuation of fringe benefits during that period. “Good Reason” generally includes changes in the scope of his duties or location of employment but also includes (i) the Company’s written election not to renew the Employment Agreement and (ii) certain voluntary resignations by Mr. Refsland following a “Change of Control” as defined in the Agreement. A “Change of Control” means:
(a) the acquisition by a person other than Clayton Management Company (or any other person or entity controlled by or under common control with John D. Weil or by a trustee or personal representative designated by said John D. Weil) of beneficial ownership of more than fifty percent (50%) of the outstanding common stock of the Company (as beneficial ownership is determined under Section 13(d) of the Securities Exchange Act); or
(b) a merger or consolidation with another company or entity (regardless of whether the Company of another entity is the surviving or resulting entity of such merger or consolidation) other than a merger or consolidation in which immediately upon giving effect to such merger or consolidation, the persons who were holders of the common stock of the Company immediately prior thereto continue to be the holders of at least sixty percent (60%) of the surviving or resulting entity; or
(c) a sale of all or substantially all the assets and operations of the Company to a successor entity.
Change of Control Benefits for Other NEOs
In addition to Mr. Refsland’s employment agreement, the Company has entered into
agreementsan agreement with Mr. Dunn,
and Mr. Riley, who
remainremains an “at will”
employees,employee, providing that in the event of such a Change of Control (as defined above) and in the further event
such officer’shis employment is terminated by the Company or any successor or is voluntarily terminated by
the executivehim as the result of a change in the scope or location of
the officer’shis duties, then
such officerhe shall be entitled to receive, in lieu of any other severance applicable to such termination, a lump sum payment of one year’s salary (net of required withholding) plus reimbursement for the executive’s cost of continued health insurance for a period of one year following such termination.
IX.
AUDIT COMMITTEE
Audit Committee ReportAudit Committee Report
The following is the report of the Audit Committee of the Board of Directors of the Company. The information contained in this report shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates it by reference in such filing.
On behalf of the Board of Directors, the Audit Committee monitors the Company’s financial reporting processes and internal controls, as well as the Company’s relationship with its independent accountants and the performance of such accountants. All of the members of the Audit Committee are independent directors, and the Chairman of the Audit Committee has been determined to have the expertise to serve as chairman by the Corporate Governance Committee. The Board of Directors has adopted a charter for the Audit Committee, which can be accessed under the Corporate Financial section on the Company’s website.
Management has the primary responsibility for preparation of the Company’s financial reports, the Company’s financial reporting systems, and its internal controls. The Audit Committee is not intended to supersede in any respect management’s responsibilities in this regard. Management has represented to the Audit Committee that the Company’s financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee has reviewed and discussed such financial statements with management and with the Company’s independent accountants. The Audit Committee has also discussed with the independent accountants matters required to be communicated to the Committee by Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board (“PCAOB”) in Rule 3200T.
The Audit Committee has received from the independent accountants a letter addressing matters which might bear on the independence of the accountants as required by PCAOB Standards. The Audit Committee
TABLE OF CONTENTS
has discussed independence issues with the accountants and has reviewed their fees and scope of services rendered to the Company. The Audit Committee has discussed the performance of the independent accountants with the Company’s management.
In reliance on the foregoing, the Audit Committee has recommended to the Board of Directors the inclusion of the audited financial statements in the Company’s Annual Report on Form 10-K for the year ended June 30,
2016.2020.
Audit Committee
Judy T. Graves — Chairman
William A. Peck
Joseph E. Root
Auditor IndependenceAuditor Independence and Related Information Related Information
RubinBrown LLP has no direct or indirect financial interest in the Company or its subsidiaries. Representatives of RubinBrown LLP are expected to be present at the meeting and will be given the opportunity to make a statement on the firm’s behalf if they so desire. The representatives also will be available to respond to appropriate questions raised by those in attendance at the meeting.
X.
FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
During the fiscal years ended June 30,
20172020 and
2016,2019, RubinBrown LLP provided various audit, audit related and non-audit related services to us as follows:
| Fee Category | | | Fiscal
2020 Fees | | | Fiscal
2019 Fees | |
Audit Fees — Aggregate fees billed for professional services rendered for the audit of
our 2020 and 2019 fiscal year annual financial statements and review of financial
statements included in our quarterly reports on Form 10-Q or services that are
normally provided in connection with statutory and regulatory filings or
engagements for the 2020 and 2019 fiscal years | | | | $ | 152,500 | | | | | $ | 153,125 | | |
Audit Related Fees — Aggregate fees billed for employee benefit plan audits and accounting consultations | | | | $ | 14,750 | | | | | $ | 14,500 | | |
Tax Fees — Aggregate fees billed for tax compliance, tax advice and tax planning | | | | | — | | | | | | — | | |
All Other Fees — Aggregate fees billed for products and services provided other than as described in the preceding three (3) categories | | | | | — | | | | | | — | | |
| Total Fees | | | | $ | 167,250 | | | | | $ | 167,625 | | |
| | | | |
| Fee Category | | Fiscal
2017 Fees | | Fiscal
2016 Fees |
| Audit Fees – Aggregate fees billed for professional services rendered for the audit of our 2017 and 2016 fiscal year annual financial statements and review of financial statements included in our quarterly reports on Form 10-Q or services that are normally provided in connection with statutory and regulatory filings or engagements for the 2017 and 2016 fiscal years | | $ | 143,000 | | | $ | 135,000 | |
| Audit Related Fees – Aggregate fees billed for employee benefit plan audits and accounting consultations | | $ | 14,500 | | | $ | 14,500 | |
| Tax Fees – Aggregate fees billed for tax compliance, tax advice and tax planning | | | — | | | | — | |
| All Other Fees – Aggregate fees billed for products and services provided other than as described in the preceding three (3) categories | | | — | | | | — | |
| Total Fees | | $ | 157,500 | | | $ | 149,500 | |
The Audit Committee approves the engagement of such services in advance in each such instance. During the 20172020 fiscal year, all services described under the “Audit fees” category were approved by the Audit Committee pursuant to such procedures.
XI.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors, executive officers and persons who own more than ten percent of a registered class of the Company’s equity securities to file with the SEC initial reports of beneficial ownership and reports of changes in beneficial ownership of common stock and other equity securities of the Company. Executive officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms which they file.
To the Company’s knowledge, based solely on review of information furnished to the Company, reports filed through the Company and representations that no other reports were required, all Section 16(a) filing requirements applicable to its directors, executive officers and greater than ten percent beneficial owners were complied with during the year ended June 30, 2017.2020.
XII.
GENERAL
Solicitation Of ProxiesSolicitation Of Proxies
The cost of soliciting proxies will be borne by the Company. In addition to solicitation by mail, proxies may be solicited by officers, directors and regular employees of the Company personally or by telephone or facsimile for no additional compensation. Arrangements will be made with brokerage houses and other custodians, nominees and fiduciaries to forward solicitation material to beneficial owners of the stock held of record by such persons, and the Company will reimburse such persons for their reasonable out-of-pocket expenses incurred by them in so doing.
Stockholder Proposals For 2018 Annual MeetingStockholder Proposals For 2021 Annual Meeting
The rules of the SEC currently provide that stockholder proposals for the 20182021 Annual Meeting must be received at the Company’s principal executive office not less than 120 calendar days prior to the anniversary date of the release of the Company’s proxy statement to stockholders in connection with the 20172020 Annual Meeting to be considered by the Company for possible inclusion in the proxy materials for the 20182021 Annual Meeting. We mailed this proxy statement on or around October 6, 2017,9, 2020, so any proposals intended to be presented at the 20182021 Annual Meeting of Stockholders of the Company must be received at the Company’s principal office on or before June 3, 201811, 2021 in order to be considered for inclusion in the Company’s proxy statement and form of proxy relating to such meeting.
Financial InformationFinancial Information
The Company’s
20172020 Annual Report is being mailed to the stockholders with this Proxy Statement. The
20172020 Annual Report incorporates the Company’s
20172020 Annual Report on Form 10-K (without exhibits), including the financial statements and the financial statement schedules, filed with the SEC. Any record or beneficial stockholder as of October
2, 2017,5, 2020, may request additional copies of this Proxy Statement or the
20162020 Annual Report by writing to Allied Healthcare Products, Inc., 1720 Sublette Avenue, St. Louis, Missouri 63110, Attention: Chief Financial Officer.
The Company’s reports filed with the SEC, together with ownership and transaction reports of officers, directors and certain stockholders, are available, together with additional information, at the Company’s internet website:www.alliedhpi.com.
Communication With The BoardCommunication With The Board
Stockholders who want to communicate with the Board of Directors or any of its committees may do so by addressing their correspondence to the board member or members, c/o the Secretary, Allied Healthcare Products, Inc., 1720 Sublette Avenue, St. Louis, Missouri 63110.
Code Of Ethics And Conduct GuidelinesCode Of Ethics And Conduct Guidelines
The Company has adopted a Code of Ethics and Conduct Guidelines that is applicable to all employees of the Company, including the principal executive officer, the principal financial officer and the principal accounting officer and controller, as well as the members of the Board of Directors. The Code of Ethics and Conduct Guidelines is available on the Company’s website atwww.alliedhpi.com. A copy may also be obtained from the Corporate Secretary at Allied Healthcare Products, Inc., 1720 Sublette Avenue, St. Louis, Missouri 63110. The Company intends to post any amendments to or waivers from its Code of Ethics and Conduct Guidelines (to the extent applicable to the Company’s chief executive officer, principal financial officer, principal accounting officer and controller or any other officer or director) at this location on its website.
Ethics HotlineEthics Hotline
The Company encourages employees to report possible ethical issues. The Company maintains an ethics hotline that is available 24 hours a day, seven days a week to receive reports of ethical concerns or incidents, including, without limitation, concerns about accounting, internal controls or auditing matters. The ethics hotline number can be found on the Company’s intranet. All such calls are received
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