UNITED STATES SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ ☐ ☒Definitive Proxy Statement ☐ ☐Soliciting Material BLONDER TONGUE LABORATORIES, INC. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): BLONDER TONGUE LABORATORIES, INC. One Jake Brown Road Old Bridge, New Jersey 08857 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held
Washington, D.C. 20549(Rule 14a-101)INFORMATION REQUIRED IN PROXY STATEMENTSCHEDULE 14A INFORMATION (Amendment
(Amendment No. ___)oPreliminary Proxy StatementoConfidential, for Use of thex Definitive Proxy Statement Commission Only (as permittedo Definitive Additional Materials by Rule 14a-6(e)(2))oDefinitive Additional MaterialsPursuant to Rule 14a-12under §240.14a-12x No fee required.o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.☒ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1. Title of each class of securities to which transaction applies: 2. Aggregate number of securities to which transaction applies: 3. Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): 4. Proposed maximum aggregate value of transaction: 5. Total fee paid: o☐Fee paid previously with preliminary materials:materials. o☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the formForm or scheduleSchedule and the date of its filing. 1. Amount Previously Paid: 2. Form, Schedule or Registration Statement No.: 3.Filing Party: 4.3.Date Filed:Filing Party: 4. Date Filed: May 21, 2014
To Our Stockholders:
The 20142018 Annual Meeting of Stockholders of Blonder Tongue Laboratories, Inc. (“Blonder”(the “Company,” “Blonder,” “we” or “we”“our”) will be held at our executive offices located at One Jake Brown Road, Old Bridge, New Jersey, on May 21, 2014,June 26, 2018, beginning at 10:00 a.m., local time, for the following purposes:
to elect as the Directors constituting Class |
2. | to approve an amendment to our 2016 Employee Equity Incentive Plan to increase the aggregate number of shares available for grants and |
3. | to approve |
to ratify the appointment of Marcum LLP, certified public accountants, as our independent registered public accounting firm for the fiscal year ending December 31, |
5. | to transact any other business as may properly come before the | |
Please read the attached Proxy Statement for further information regarding each proposal to be made.proposal. A proxy, if properly executed and received in time for voting at the voting,Annual Meeting, will be voted in the manner directed on the proxy. If no direction is made, the proxy will be votedFOR allALL NOMINEES for the election of directors andFOR proposals on the proxy card.
Our Board of Directors has fixed the close of business on March 31, 2014April 30, 2018 as the record date for determining stockholders entitled to notice of and to vote at the meetingAnnual Meeting or any adjournments or postponements thereof. Only stockholders of record at the close of business on March 31, 2014April 30, 2018 are entitled to notice of and to vote at the meetingAnnual Meeting or any adjournments or postponements thereof.
Stockholders as of the record date of March 31, 2014April 30, 2018 are cordially invited to attend the meeting.Annual Meeting. Attendance at the meetingAnnual Meeting will be limited to stockholders of record as of the record date or their authorized representatives and our invited guests. Regardless of whether you plan to attend the Annual Meeting in person, please complete, date and sign the enclosed proxy and return it promptly. If you receive more than one form of proxy, it is an indication that your shares are registered in more than one account, and therefore you should complete and return each proxy if you wish to vote all of your shares that are eligible to be voted at the meeting.
| By Order of the |
Robert J. Pallé | |
Chief Executive Officer, President and Secretary |
May 25, 2018
Important Notice Regarding the Availability of Proxy Materials for
the Annual Meeting of Stockholders to be Held on June 26, 2018
The Proxy Statement and Annual Report to Stockholders are available at:
http://www.astproxyportal.com/ast/07796
PLEASE COMPLETE AND RETURN THE PROXY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE MEETING AND DESIRE TO VOTE IN PERSON AT THE MEETING, YOUR PROXY WILL BE RETURNED TO YOU UPON WRITTEN NOTICE TO THE SECRETARY
TABLE OF THE COMPANY REVOKING YOUR PROXY.
GENERAL INFORMATION | 1 | |||||
Voting and Proxies | 1 | |||||
Revocation of a Proxy | 2 | |||||
Voting on Other Matters | 2 | |||||
Costs of Proxy Solicitation | 2 | |||||
Voting Securities | 2 | |||||
PROPOSAL NO. 1 - ELECTION OF DIRECTORS | 2 | |||||
Recommendation of the Board of Directors | 2 | |||||
DIRECTORS AND EXECUTIVE OFFICERS | 3 | |||||
Nominees and Continuing Directors | 3 | |||||
Other Executive Officers | 5 | |||||
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 6 | |||||
CORPORATE GOVERNANCE AND BOARD MATTERS | 7 | |||||
Board Leadership Structure and Risk Oversight | 7 | |||||
Director Independence | 8 | |||||
Meetings of the Board of Directors; Committees | 8 | |||||
Audit Committee Report | 11 | |||||
Board Policies Regarding Communications With the Board of Directors and Attendance | 12 | |||||
2017 DIRECTOR COMPENSATION | 12 | |||||
EXECUTIVE COMPENSATION | ||||||
Summary of Compensation Objectives and | ||||||
Summary Executive Compensation | ||||||
16 | ||||||
Outstanding Equity Awards At December 31, 2017 | 19 | |||||
PROPOSAL NO. 2 | 19 | |||||
Background of the Proposal | 19 | |||||
Summary Description of the 2016 Employee Equity Incentive Plan | 20 | |||||
Federal Tax Consequences of the 2016 Employee Equity Incentive Plan | 22 | |||||
Awards Under the 2016 Employee Equity Incentive Plan | 23 | |||||
Equity Compensation Plans | 24 | |||||
Recommendation of the Board of Directors | 24 | |||||
PROPOSAL NO. 3 – APPROVAL OF AMENDMENT TO THE AMENDED AND | 24 | |||||
Summary Description of the Amended and Restated 2005 Employee Equity Incentive Plan | 25 | |||||
Federal Tax Consequences of the Amended and Restated 2005 Employee Equity Incentive Plan | 27 | |||||
Awards Under the Amended and Restated 2005 Employee Equity Incentive Plan | 28 | |||||
Equity Compensation Plans | 28 | |||||
Recommendation of the Board of Directors | 28 | |||||
PROPOSAL NO. 4 | 28 | |||||
Audit and Other Fees Paid to Independent Registered Public Accounting Firm | ||||||
Pre-Approval Policy for Services by Independent Registered Public Accounting Firm | ||||||
Recommendation of the Board of Directors | 30 | |||||
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | ||||||
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | ||||||
STOCKHOLDER PROPOSALS | 31 | |||||
Stockholder Proposals for Inclusion in | ||||||
Other Proposals for the 2019 Annual Meeting | 31 | |||||
ANNUAL REPORT ON FORM 10-K | ||||||
AMENDMENT No. 2 to BLONDER TONGUE LABORATORIES, INC. 2016 EMPLOYEE EQUITY INCENTIVE PLAN | Appendix A | |||||
AMENDMENT to BLONDER TONGUE LABORATORIES, INC. AMENDED AND RESTATED 2005 EMPLOYEE EQUITY INCENTIVE PLAN | Appendix B |
i
BLONDER TONGUE LABORATORIES, INC.
One Jake Brown Road
Old Bridge, New Jersey 08857
PROXY STATEMENT FOR
THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
JUNE 26, 2018
GENERAL INFORMATION
This Proxy Statement is being furnished to the stockholders of Blonder Tongue Laboratories, Inc., a Delaware corporation (“Blonder”(the “Company,” “Blonder” or “we”“we”), in connection with the solicitation of proxies by our Board of Directors (the “Board”) for our 20142018 Annual Meeting of Stockholders (the “Annual Meeting”“Annual Meeting”) and at any adjournment or adjournments thereof.
Holders of our common stock, $0.001 par value per share (“Common Stock”) as of the record date of March 31, 2014April 30, 2018 are invited to attend the Annual Meeting on May 21, 2014,June 26, 2018, at 10:00 a.m., local time. The meetingAnnual Meeting will be held at our executive offices located at One Jake Brown Road, Old Bridge, New Jersey. You may obtain directions to attend the Annual Meeting in person from our website at www.blondertongue.com/about/directions.aspx.
The mailing address of our principal executive office is One Jake Brown Road, Old Bridge, New Jersey 08857. Our telephone number is (732) 679-4000. This Proxy Statement and the enclosed form of proxy will be mailed to each stockholderstockholders on or about April 21, 2014,May 25, 2018, together with the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.
Voting and Proxies
You canmay vote by completing, signing, dating and mailing the enclosed proxy card in the envelope provided. When a proxy is returned properly executed and delivered, the shares of Common Stock represented by the proxy will be voted at the Annual Meeting in accordance with your instructions.
You may also attend the Annual Meeting in person and cast your vote there. If your shares of Common Stock are held in the name of your broker, bank or other nominee and you wish to vote atattend the Annual Meeting and vote in person, you must bring a legal proxy from the record holder of your shares indicating that you were the beneficial owner of the shares on March 31, 2014,April 30, 2018, the record date for voting,determining the shares of Common Stock entitled to vote at the Annual Meeting, and that you have athe right to vote your shares.
Regarding the election of Class III Directors to serve until the 20172021 Annual Meeting of Stockholders (proposal(Proposal 1), stockholders may (i) vote in favor“FOR” all of allthe nominees, or withhold(ii) “WITHHOLD” their votes as to all nominees or withhold(iii) “WITHHOLD” their votes as to specific nominees. With respect to any other proposals to be voted upon,Proposals 2, 3 and 4, stockholders may vote in favor of a(i) “FOR” the proposal, against a(iii) “AGAINST” the proposal or may abstain(iii) “ABSTAIN” from voting. You should specify your choices on the enclosed form of proxy.proxy card. If no specific instructions are given with respect to the matters to be acted upon, the shares of Common Stock represented by a signedproperly executed and delivered proxy card will be voted (i) FOR the electionALL NOMINEES andFOReach of all nominees; (ii) FOR the amendmentProposals 2, 3 and restatement of our 2005 Employee Equity Incentive Plan; (iii) FOR the amendment and restatement of our 2005 Director Equity Incentive Plan; and (iv) FOR ratification of the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2014.
Directors will be elected by a plurality of the votes cast by the holders of the shares of our common stock, $.001 par value per share (“Common Stock”),Stock, voting in person or by proxy at the Annual Meeting. Votes withheld from one or more Directorsnominees for Director will have the same effect as abstentions and will have no effect on the vote for election of Directors. Approval of Proposals 2, 3 and 4 or any other matters to come before the Annual Meeting will require the affirmative vote of the holders of a majority of the shares of our Common Stock having voting power present in person or by proxy at the Annual Meeting. Abstentions are deemed present for determining whether a quorum purposesnecessary for the conduct of business is present and determining the shares entitled to vote, and therefore, will have the effect of a vote against any matter other than the election of Directors. Broker non-votes occur when a broker or other nominee holding shares for a beneficial owner does not vote on a proposal because the beneficial owner has not provided voting instructions and the broker does not have discretionary authority to vote shares on the matter. Broker non-votes are deemed present for determining whether a quorum necessary for the conduct of business is present but are not considered to be shares “entitled to vote” (other than for quorum purposes),vote,” and will not be included in vote totals and will have no effect on the outcome of any matters to be voted upon at the Annual Meeting.
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Revocation of a Proxy
All proxies delivered pursuant to this solicitation are revocable at any time before they are exercised by (i) filing written notice of revocation with our Secretary before the Annual Meeting, (ii) signing and delivering a later datedlater-dated proxy to our Secretary before the Annual Meeting (each to the mailing address of our executive offices), or (iii) voting in person at the Annual Meeting if you are a record holder.Meeting. Written notices of revocation or later-dated proxies should be directed to the Secretary at the mailing address of our principal executive offices. Your attendance at the Annual Meeting alone will not without taking one of actions described in the immediately preceding sentence, constitute revocation of a proxy.proxy–you must vote by ballot at the Annual Meeting. If your shares are held in the name of a broker, bank or other nominee, you need to contact the record holder of your shares regarding how to revoke your proxy.
Voting on Other Matters
We know of no other business to be transacted at the Annual Meeting, other than the election of Class III Directors and the other proposals described in the attached Notice of Annual Meeting of Stockholders. If any other matters do arise and are properly presented, the persons named in the proxy will have the discretion to vote on those matters for you according to their best judgment and with the instructions of the Board of Directors.
Costs of Proxy Solicitation
We will pay the expenses associated with this solicitation of proxies for the Annual Meeting, including the cost of preparing, assembling and mailing the notice, proxy and Proxy Statement. We will solicit proxies by use of the mails, through brokers and banking institutions, and by our officers and regular employees. We may also solicit proxies by personal interview, mail, telephone or facsimile transmission.
Voting Securities
Only ownersstockholders of record of our Common Stock at the close of business on March 31, 2014April 30, 2018 (the “Record Date”“Record Date”) are entitled to notice of and to vote at the Annual Meeting or any adjournments or postponements thereof. Each ownerstockholder of record on the Record Date is entitled to one vote for each share of our Common Stock so held. There is no cumulative voting. On the Record Date, there were 6,216,3729,452,838 shares of Common Stock issued, outstanding and entitled to vote.
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
Our Certificate of Incorporation, as amended, provides that our Board shall consist of between five and eleven members, as determined from time to time by the Board, divided into three classes as nearly equal in number as possible. The size of the Board hasis currently been set at seveneight Directors. Each of Class I and Class III is currently comprised of three Directors, and ClassesClass II and III are eachis currently comprised of two Directors. The term of the current Class I Directors expires at the 2014 Annual Meeting, the term of the current Class II Directors expires at the 20152018 Annual Meeting, and the term of the current Class III Directors expires at the 20162019 Annual Meeting and the term of the current Class I Directors expires at the 2020 Annual Meeting. The successors to each class of Directors whose terms expire at an Annual Meeting will be elected to hold office for a term expiring at the Annual Meeting of Stockholders held in the third year following the year of their election.
The Directors whose terms will expire at the 20142018 Annual Meeting of Stockholders are AnthonyRobert J. Bruno, James A. LukschPallé and Steven L. Shea,Gary P. Scharmett, each of whom has been recommended for nomination by our Nominating Committee and nominated by our Board to stand for re-election as a Director at the 20142018 Annual Meeting, of Stockholders, to hold office until the 20172021 Annual Meeting of Stockholders or until his resignation or removal, and until a qualifiedhis successor Director has been duly elected or until he resigns or is removed. Messrs. Bruno, Luksch and Shea have eachqualified. Each nominee has consented to serve for the new terms,as a Director, if elected.
Recommendation of the Board of Directors
Our Board of Directors recommends a vote FOR Anthonythe election of Robert J. Bruno, James A. LukschPallé and Steven L. SheaGary P. Scharmett as Class III Directors to hold office until the 20172021 Annual Meeting of Stockholders and until qualified successor Directors have been elected or until their resignation or removal. Stockholders.
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Proxiesreceived by the Board of Directors will be so voted FOR the election of Robert J. Pallé and Gary P. Scharmett as Class II Directors, unless stockholders specify in their proxyproxies a contrary choice.
DIRECTORS AND EXECUTIVE OFFICERS
Nominees and Continuing Directors
The following table sets forth the names and certain information about each of the nominees for election as Director and our continuing Directors:
Name | Age | Director Since | |
Nominees for a three-year term expiring in 2017 (Class I Directors): | |||
Anthony J. Bruno(1)(2) | 73 | 2008 | |
James A. Luksch | 83 | 1988 | |
Steven L. Shea(3)(4) | 55 | 2009 | |
Directors not standing for election this year whose terms expire in 2015 (Class II Directors): | |||
Robert J. Pallé, Jr. | 68 | 1993 | |
Gary P. Scharmett(5) | 58 | 1997 | |
Directors not standing for election this year whose terms expire in 2016 (Class III Directors): | |||
Charles E. Dietz(6) | 66 | 2011 | |
James F. Williams | 56 | 1993 | |
Name |
Age | Director | |||||||
Nominees for a three-year term expiring in 2021 (Class II Directors): | |||||||||
Robert J. Pallé | 72 | 1993 | |||||||
Gary P. Scharmett(1) | 62 | 1997 | |||||||
Directors not standing for election this year whose terms expire in 2019 (Class III Directors): | |||||||||
Charles E. Dietz(2) | 70 | 2011 | |||||||
James F. Williams(3) | 60 | 1993 | |||||||
James H. Williams | 86 | 2015 | |||||||
Directors not standing for election this year whose terms expire in 2021 (Class I Directors): | |||||||||
Anthony J. Bruno(4) | 77 | 2008 | |||||||
Stephen K Necessary | 61 | 2018(5) | |||||||
Steven L. Shea(6) | 59 | 2009 |
(1) | A member of the Nominating Committee. |
(2) | A member of the Audit and Compensation Committees. |
(3) | A member of the Audit and Compensation Committees. |
(4) | A member of the Audit, Compensation and Nominating Committees. |
(5) | Mr. Necessary was appointed to the Board on January 25, 2018. |
(6) | A member of the Audit, Compensation and Nominating Committees. |
Set forth below is a brief summary of the recent business experience and background of each nomineeof the nominees for election as a Director, the continuing DirectorDirectors and our executive officer.officers. The Board of Directors believes that each nominee, and each continuing Director, possesses the qualities and experience that Directors should possess as such criteria for Board membership is described below in the section entitled “Meetings of the Board of Directors; Committees – Committees–Nominating Committee.” Also included below is information about each Director’s specific experience, qualifications, attributes or skills that led the Board to conclude that he should serve as a Director of Blonder at the time of filing this Proxy Statement.Director. As reflected, the Nominating Committee seeks out, and the Board is comprised of, individuals with diverse professional backgrounds, experiences and skills.
Anthony J. Bruno has been one of our Directors since February 1, 2008. Since 2007, Mr. Bruno has been a financial consultant providing corporate acquisition advisory services to various companies located in the United States. Prior to 2007, Mr. Bruno was the Vice-President of Finance for 18 years for Besam Entrance Solutions, the United States subsidiary of ASSA ABLOY Entrance Systems, a Swedish Company, managing all aspects of its financial activities in North America. Mr. Bruno also previously served as Blonder’s Vice President of Finance from 1981 to 1989.
The Board concluded that Mr. Bruno should serve as a Director due to his significant executive management experience with a large, multi-national corporation and his expertise in finance and auditing matters, including financial reporting and corporate acquisitions.
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Charles E. Dietzhas been one of our Directors since September 2011. Since 2008, Mr. Dietz has been an independent cable industry consultant to various clients within the cable industry. Prior to 2008, Mr. Dietz was Senior Vice President of Engineering for 12 years at Insight Communications, a multiple systems operator, and from 2001 to 2008 served as Insight Communications’ Chief Technical Officer. Mr. Dietz was responsible for all technical aspects of Insight Communications’ operations, including technology development and implementation, system construction and maintenance, purchasing, and technical regulatory compliance. Mr. Dietz has been a member of the Society of Cable Telecommunications Engineers since 1978, and a member of Cable TV Pioneers since 2010.
The Board concluded that Mr. Dietz should serve as a Director due to his extensive industry knowledge and executive and technical experience in the cable television and communications industry, including the analysis, evaluation, purchase, use and deployment of products, equipment and technology substantially similar to Blonder’s. Accordingly, Mr. Dietz brings valuable insight to our customer and vendor relationships and strong relationships with the cable industry to the Board.
James A. LukschStephen K. Necessary has been one of our Directors and our Chief Executive Officer since November, 1988. He has been the Chairman of our Board since November, 1994.January 2018. From 2015 until December 2017, Mr. Luksch alsoNecessary served as our President from November, 1988 until May, 2003. In November, 2008, Mr. Luksch and his spouse filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code. See “Certain Relationships and Related Transactions” below for additional details regarding this bankruptcy. Mr. Luksch is the father of Emily Nikoo, our Executive Vice President, Product Development and Management at Cox Communications, Inc., where he directed new development and lifecycle management for all products across residential and business portfolios that generated over $11 billion in revenue in 2017. Mr. Necessary retired from that position at the father-in-lawend of Nezam Nikoo, one of our2017 and currently maintains a continuing relationship with the company on a part-time consulting basis. From 2005 to 2015, Mr. Necessary served as Vice Presidents.President, Video Product Development and Management at Cox Communications.
The Board concluded that Mr. LukschNecessary should serve as a Director due to his forty-plus years of leadershipextensive industry knowledge and executive and technical experience in the cable television and technologycommunications industry, including his management experience in directing product development and lifecycle management. Through his in-depth knowledge and understanding of our business, operations and strategies, as well as bringing an important historical perspective of ourcareer-long experience in the industry served by the company, Mr. Necessary brings valuable insight to the Board’s deliberations.
Robert J. Pallé, Jr. has been one of our Directors since September, 1993, our President since May, 2003 and our Chief Executive Officer since May, 2015. Prior to that, Mr. Pallé served as our Chief Operating Officer and Secretary since April, 1989. He also served as1989, our Executive Vice President from April, 1989 until May, 2003 and as our Interim Treasurer from March through April, 2001.
The Board concluded that Mr. Pallé should serve as a Director due to his extensive business and management experience with us in various senior management positions and his in-depth knowledge of our products, lines of business, long-term strategies, challenges and opportunities. Mr. Pallé brings a broad perspective to the Board’s deliberations due to his position as one of our top leaders.
Gary P. Scharmett has been one of our Directors since December, 1997. Since January, 1989, Mr. Scharmett has been a partner in the law firm of Stradley Ronon Stevens & Young, LLP, our outside counsel, and served on the Board of Directors of that firm from January, 2001 until December, 2003. He presently serves as the Co-Chair of that firm’s Finance & Restructuring Practice Group. Mr. Scharmett is alsoa past President, and currently the President, a member of the Executive Committee, and a member of the Board of Directors of The Association of Commercial Finance Attorneys, Inc., and a member of the Board of Directors of the Philadelphia Chapter of the Turnaround Management Association.
The Board concluded that Mr. Scharmett should serve as a Director due to the important experience, judgment and perspective he brings to the Board based upon his thirty-plus years of experience as a corporate attorney, representing a diverse range of companies on complex matters, including financing, regulatory and corporate governance matters. In addition, having served as our principal legal advisor since 1989, Mr. Scharmett has a unique understanding of our business and the industry in which we operate and compete.
Steven L. Shea has been one of our Directors since September, 2009.2009 and was appointed to serve as the Chairman of the Board in May 2015. Mr. Shea has more than twenty-five years of investment banking experience. He currently serves as managing partner of EnREIT, LLC and Energy Infrastructure Capital, LLC, entities which invest in the energy and oil and gas exploration industry.From January 2016 until January 2018, Mr. Shea assumed these positions in April,served on the Board of Directors of TradeRiver Finance USA. From November 2013 and also continuesuntil February 2017, Mr. Shea served as Special Advisor to serveTufton Capital Management, LLC, an SEC registered investment advisor (formerly known as Hardesty Capital Management, LLCLLC). From November 2013 through May 2015, Mr. Shea also served as Chairman of the Executive Committee.Committee of Hardesty Capital Management, LLC. From January, 2011 until November, 2013, he served as President of Hardesty Capital Management, LLC (an SEC registered investment advisor) and Hardesty Capital Corporation, which provide investment advisory services to corporations, institutions and individuals. Prior thereto, Mr. Shea was an Executive Vice President of Ferris, Baker Watts, Inc. (“Ferris Baker”Baker”), from 1999 until the sale of such firm in 2008. Mr. Shea also served as the Executive Director of the Capital Markets Division of Ferris Baker and was a member of their Board of Directors and Executive and Strategic Alternative Committees of theits Board of Directors. Prior to his position at Ferris Baker, Mr. Shea was a Vice President with Mercantile Safe Deposit and Trust Company from 1989 to 1993, and was a Vice President at Maryland National Bank from 1981 to 1989.
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The Board concluded that Mr. Shea should serve as a Director due to his extensive financial, merchant banking, capital markets and executive management experience gained as an investment banker, including his knowledge of growth strategies, acquisition analysis and shareholder relations. He also has an in-depth familiarity with the technology and manufacturing sectors, along with experience as a director of other corporations.
James F. Williams has been one of our Directors since September, 1993. Since June 1999, he has served as the Chief Financial Officer and a Director of OSC Holding, Inc. and its subsidiaries, which provide demolition, environmental and civil contracting services primarily in the United States and Canada. SinceFrom July, 2007 through February 2013, Mr. Williams has served as a Director, Managing Member and Vice President of Buffalo City Center Leasing, LLC, which, until February 2013, was a lessor of electronic equipment. Mr. Williams presently serves on the Board of Directors of Affinity Insurance Ltd. and on the Board of Governors of the Park Country Club of Buffalo. Mr. Williams is the nephew of James H. Williams, one of our Directors.
The Board concluded that Mr. Williams should serve as a Director due to his strong experience in strategic planning, leadership, finance and executive management with various organizations. As a Director for over twenty years, Mr. Williams also provides perspective, institutional knowledge and a deep understanding of our business.
Emily M. Nikoo, 48,James H. Williams has been our Executive Vice President since May, 2011 and was Senior Vice President – Operations from February, 2007 to May, 2011. Ms. Nikoo served as Vice President-Marketing and Technical Services from February, 2004 to February, 2007. She was hired by us in March, 1995 as a product manager and has held several supervisory and management positions. From 1994 until 1995, Ms. Nikoo was the Vice President of Electronic Systems Advanced Technology, and from 1987 to 1994 she worked as an electrical engineering and project manager for Lockheed Martin Corporation in its space systems business segment. Ms. Nikoo is the spouse of Nezam Nikoo, one of our Vice Presidents,directors since February 2015. He was also a Director of Blonder from November, 1988 to May 2006, and served as our Chairman of the daughterBoard from November, 1988 until November, 1994. From 1995 to 2014, Mr. Williams served as a consultant to us under a written agreement, which agreement was terminated as of December 31, 2014. Mr. Williams is the uncle of James A. Luksch, our Chief Executive Officer andF. Williams, one of our Directors.
The Board concluded that Mr. Williams should serve as a Director due to his in-depth knowledge and understanding of our business, operations and strategies, as well as bringing an important historical perspective of our Company to the Board’s deliberations. Through Mr. Williams’ years of experience as an entrepreneur and investor in many diverse businesses, he contributes a common sense approach to our Board discussions and deliberations on strategic and business matters.
Other Executive Officers
Bruce A. Gureck, 55,has been Executive Vice President and Chief Operating Officer since April 23, 2018. Mr. Gureck served as Chief Technology Officer at Humax from 2016 until he joined the Company, where his responsibilities included defining product direction, developing customer relationships and expansion of that company's presence in existing and new product markets. From 2004 until 2015, Mr. Gureck worked with Pace plc, rising to the level of Chief Product and Strategy Officer, and continued with Arris International plc until 2016, following Arris’ 2015 acquisition of Pace.
Eric S. Skolnik, 4953, has been a Senior Vice President since May, 2003 and our Chief Financial Officer, Treasurer and Assistant Secretary since May, 2001. Mr. Skolnik served as our Interim Chief Financial Officer from January, 2001 through April, 2001. He was our Corporate Controller from May, 2000 through January, 2001. From 1994 until May, 2000, Mr. Skolnik worked as a certified public accountant with BDO Seidman, LLP.
Allen Horvath, 6266, has been our Vice President-Manufacturing since May, 2003 and is responsible for our manufacturing activities. Mr. Horvath served as our Manufacturing Manager from 1998 until May, 2003. Since 1976, Mr. Horvath has served us in various management positions in the areas of production testing, engineering, quality control and manufacturing.
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Nezam Nikoo, 5054, has been our Vice President-Engineering, Chief Technical Officer since May 2013 and was our Vice President-Digital Technologies from February, 2009 through May 2013. Mr. Nikoo served as our Chief Digital Engineer from July, 2000 until February, 2009 and as our Senior Design Engineer from 1995 until 2008. From 1988 to 1995, Mr. Nikoo held several positions at Lockheed Martin Corporation, including his final position as Lead Electrical Design Engineer, integrating space shuttle payload experiments. Mr. Nikoo is the spouse of Emily Nikoo, our Executive Vice President, and the son-in-law of James A. Luksch, our Chief Executive Officer and one of our Directors.
Jeffrey Smith, 5054, has been our Vice President-Sales since May, 2011. Mr. Smith served as our Vice President-North American Sales from October 2007 through May 2011, as our National Director of Sales from December 2006 through October 2007, and as our Director of South Central Regional Sales from January 2006 through December 2006. From February 2002 through May 2005, Mr. Smith worked as Director of Commercial Installations at Dish Network®.
SECURITY OWNERSHIP OF CERTAIN
The following table sets forth certain information regarding beneficial ownership of our Common Stock as of March 31, 2014April 30, 2018 by (i) each person who is known by us to beneficially own more than five percent of our Common Stock, (ii) each of our Directors, including nominee Directors, (iii) each of our executive officers named in the Summary Compensation Table below, and (iv) all our executive officers and Directors as a group. Except as otherwise indicated, the persons named in the table have sole voting and investment power with respect to all shares that they beneficially own, subject to community property laws where applicable.
Name and Address of | Amount and Nature of | Percent of Class Beneficially Owned | ||||||
Directors and Executive Officers: | ||||||||
Robert J. Pallé | 3,234,973 | (3) | 32.51 | % | ||||
Anthony J. Bruno | 294,025 | (4) | 3.08 | % | ||||
Charles E. Dietz | 262,768 | (5) | 2.76 | % | ||||
Stephen K. Necessary | - | - | ||||||
Gary P. Scharmett | 336,354 | (6) | 3.53 | % | ||||
Steven L. Shea | 667,086 | (7) | 6.83 | % | ||||
James F. Williams | 293,020 | (8) | 3.07 | % | ||||
James H. Williams | 481,186 | (9) | 5.02 | % | ||||
Eric S. Skolnik | 172,750 | (10) | 1.80 | % | ||||
Nezam Nikoo | 189,167 | (11) | 1.98 | % | ||||
Allen Horvath | 145,500 | (12) | 1.52 | % | ||||
Jeffery Smith | 92,500 | (13) | 0.97 | % | ||||
All Directors and executive officers as a group (13 persons) | 6,569,329 | (14) | 59.20 | % | ||||
Additional Beneficial Owners: | ||||||||
Stephen E. Walker | 948,600 | (15) | 10.04 | % | ||||
Carol M. Pallé | 1,073,595 | (16) | 11.33 | % |
Name and Address of Beneficial Owner(1)(2) | Amount and Nature of Beneficial Ownership (1) | Percent of Class Beneficially Owned | |
James A. Luksch | 838,197 | (3) | 13.07% |
Robert J. Pallé, Jr. | 1,529,749 | (4) | 23.96% |
Emily M. Nikoo | 217,690 | (5) | 3.39% |
Anthony J. Bruno | 86,167 | (6) | 1.37% |
Charles E. Dietz | 47,000 | (7) | * |
Gary P. Scharmett | 163,600 | (8) | 2.59% |
Steven L. Shea | 101,440 | (9) | 1.62% |
James F. Williams | 142,500 | (10) | 2.26% |
Peter J. Abrahamson 24156 N. Coventry Lane Lake Barrington, IL 60010-7334 | 597,500 | (11) | 9.61% |
All Directors and executive officers as a group (12 persons) | 3,395,928 | 46.04% |
(1) | Beneficial ownership as of |
(2) | Unless otherwise indicated, the address for each beneficial owner is c/o Blonder Tongue Laboratories, Inc., One Jake Brown Road, Old Bridge, NJ 08857. |
Includes 200,000 shares of Common Stock owned of record by a limited liability company of which Mr. Pallé and his spouse are the sole members, |
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(4) | Includes 85,000 shares of Common Stock underlying options granted by us which are exercisable within 60 days after |
(5) | Includes |
(6) | Includes |
(7) | Includes |
(8) | Includes |
(9) | Includes |
(10) | Includes 122,500 shares of Common Stock underlying options granted by us which are exercisable within 60 days after April 30, 2018. |
(11) |
(12) | Includes 95,500 shares of Common Stock underlying options granted by us which are exercisable within 60 days after April 30, 2018. |
(13) | Includes 52,500 shares of Common Stock underlying options granted by us which are exercisable within 60 days after April 30, 2018. |
(14) | Includes 400,000 shares of restricted Common Stock held by Bruce Gureck, who became the Company’s Executive Vice President and Chief Operating Officer on |
(15) | As reported on Schedule |
(16) | Carol M. Pallé is the spouse of Robert J. |
CORPORATE GOVERNANCE AND BOARD MATTERS
Board Leadership Structure and Risk Oversight
Historically, the Board believeshas determined that our Chief Executive Officer Mr. Luksch, iswas best situated to serve as Chairman of the Board at this time because he iswas the Director most familiar with our business and industry, and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. Independent Directors and management have different perspectives and roles in strategy development. Our independent Directors bring experience, oversight and expertise from outside the company and industry, while the Chief Executive Officer brings company-specific experience and expertise. The Board currently believes that havingFollowing the resignation of Mr. Luksch servein 2015, our Board carefully evaluated our then-existing Board governance structure and considered alternative approaches. As a result of that evaluation and analysis, the combined roleBoard determined that it was in our best interests to separate the roles of Chairman of the Board and Chief Executive Officer, promotes strategy development and its execution, and facilitates information flow between management andso that the Chairman’s role would be filled by an independent Director. As a result, in May 2015, the Board which are essentialappointed Steven L. Shea to effective governance. We do not currently have a lead independent Director. The Board believes that the appointment of a lead independent Director is not presently necessary due to Blonder’s size and the active role of the independent Directors in Board and Committee matters. Moreover, in addition to the oversight and feedback provided by the independent Directors during the course ofserve as our Board of Directors meetings, our independent Directors have regular executive sessions, following which one or more of such independent Directors determined by consensus will act as a liaison between the independent Directors and the Chairman of the Board regarding any specific feedback or issues. The Nominating Committee will evaluate alternative governance policies and procedures, suchMr. Shea continues to serve as having a lead independent Director and separating the roles of Chief Executive Officer and Chairman of the Board, from time to time as deemed necessary.
The Board believes that establishing the right “tone at the top” and that full and open communication between management and the Board of Directors are essential for effective risk management and oversight. At each regular Board meeting, the Board receives reports from members of senior management on areas of material risk to Blonder, including operational, financial, strategic and performance risks. The full Board receives these reports from the appropriate "risk owner"“risk owner” within the organization to facilitate our risk identification, risk management and risk mitigation strategies. This enables the Board to coordinate risk oversight, particularly with respect to risk interrelationships across corporate disciplines.
The Board has an active role, as a whole and also at the committee level, in overseeing management of our risks. The Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to areas of financial reporting and compliance with laws, rules and regulations applicable to us, including those related to accounting regulation, insider trading, antitrust, and employment discrimination, whistle blowing and conflicts of interest faced by employees, officers and Directors. The Compensation Committee assists the Board in fulfilling its oversight responsibilities with respect to our compensation policies and programs. The Nominating Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks associated with Board organization and membership, and succession planning for our Directors and senior executive officers.
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Director Independence
The Board of Directors has considered the independence of our Directors pursuant to Section 803A of the NYSE American Company Guide (“Independence Rules”). Under the NYSE American Independence Rules, a Director may not be determined to be independent if certain relationships exist. In addition to reviewing whether any of those specific disqualifying relationships exist under the Independence Rules, the NYSE MKT. American also requires that the Board determine whether any of our Directors has a relationship that it believes would interfere with the exercise of independent judgment in carrying out the responsibilities of a Director. In the course of this determination, the Board considered the following relationship and arrangement between a non-management Director and us, which was determined to be immaterial and not falling within one or more of the disqualifying relationships under the Independence Rules or which would otherwise interfere with the exercise of the Director’s independent judgment in carrying out the responsibilities of a Director:
● | Gary P. Scharmett: The fees paid by us to the law firm where he is a partner were below 5% of the law firm’s consolidated gross revenue in each of the prior three years. See “Certain Relationships and Related Transactions” below for more detail on these fees paid for legal services. |
Based on this consideration, ourreview, the Board has determined that, Anthonyexcept for Robert J. Bruno, Charles E. Dietz, Steven L. SheaPallé, our Chief Executive Officer and Gary P. Scharmett, all currentPresident, each of our Directors areis independent pursuant to Section 803A.the Independence Rules. Accordingly, the current Board consists of a majority of independent Directors.
Meetings of the Board of Directors; Committees
The Board of Directors has three standing committees: the Compensation Committee, the Nominating Committee and the Audit Committee. During the year ended December 31, 2013,2017, the Board of Directors held nine meetings, the Compensation Committee held eightsix meetings, the Nominating Committee held twothree meetings, and the Audit Committee held five meetings. Each member of the Board of Directors attended (either in person or via teleconference) at least 75% of the aggregate of the total number of Board meetings and Committee meetings held in 2017 during the period in which he served as a Director and/or committee member.
Compensation Committee. The Compensation Committee is currently comprised of Charles E. Dietz, Steven L. Shea, Charles E. Dietz, and Anthony J. Bruno and James F. Williams, each of whom is a non-employee Director. Mr. Shea isDietz serves as the Chairman of the Compensation Committee. Each of the members of the Compensation Committee who served during the 20132017 fiscal year was independent, as independence for compensation committee members is defined by NYSE MKT.American rules.
The Compensation Committee determines compensation for our executive officers and administers each of our existing stock incentive plans, other than the Amended and Restated 1996 Director Option Plan, as amended, and the 2005 Director Equity Incentive Plan, as amended, boththe 2016 Director Equity Incentive Plan and the Amended and Restated Director Stock Purchase Plan, each of which areis administered by the Board.
The Compensation Committee’s responsibilities include, among other duties, the responsibility to:
● | evaluate the performance of the Chief Executive |
● | review and approve the base salary (subject to Board approval), bonus, incentive compensation and any other compensation for the Chief Executive |
● | review the Chief Executive Officer’s recommendations for the compensation of the other executive officers, make appropriate adjustments and |
● | monitor our cash bonus and equity-based compensation plans and discharge the duties imposed on the Compensation Committee by the terms of those plans; |
● | review and approve the proposal regarding the Say on Pay Vote when the same is required to be included in our proxy statement, and to review and recommend to the Board for approval the frequency with which we will conduct Say on Pay Votes; and |
● | perform other functions or duties deemed appropriate by the Board. |
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Compensation decisions for the Chief Executive Officer, Officer/President and all other executive officers are reviewed and approved by the Compensation Committee, subject to ratification by the Board of Directors of the base salary for the Chief Executive Officer, the President and the Executive Vice Officer/President. The Compensation Committee relies upon the Chief Executive Officer to assist the Compensation Committee in performing its duties with regard to all other executive officers. The Compensation Committee does not delegate any of its authority to other persons. WhileIn recent years the Compensation Committee has not retained a compensation consultant in determining the base salary for our executive officers the Compensation Committee obtains, from time to time, salary survey information from companies such as Watson Wyatt Data Services. In addition, during 2009, at the request of the Compensation Committee, one of our non-executive employees prepared an Officer Salary Survey, which included competitive salary data from a wide range of companies.
With regard to the compensation of theour Chief Executive Officer, the Officer/President, and the Executive Vice President, Messrs. Luksch and Pallé and Ms. Nikoo, respectively, the Compensation Committee reviews their individual performance, written comments and performance grades received from members of the Board regarding their performance, periodically, the relevant compensation information from salary surveys (when available), and periodically, summary information and periodically, comments from peer review questionnaires. The Chief Executive Officer also provides the Compensation Committee with a summary review of the President’s (except when the Chief Executive Officer and Executive Vice President’sthe President are the same person) performance. Based upon its review of all of the foregoing information, the Compensation Committee determines the form and amount of compensation for each of Messrs. Luksch and Pallé and Ms. Nikoo,these officers, subject to Board approval of their base salaries. The base salary of the Chief Executive Officer, the President and the Executive Vice Officer/President is presently reviewed every year.
With regard to compensation for the other executive officers, the Compensation Committee reviews the Chief Executive Officer’s written summary review of the executive officers’ performance and periodically this information ismay be supplemented by summary information and comments from periodic peer review questionnaires. The most recent year in which peer review questionnaires were reviewed by the Compensation Committee was 2010. The Chief Executive Officer also provides a recommendation as to the appropriate form and amount of compensation for each other executive officer. The Compensation Committee reviews and considers the recommendation of the Chief Executive Officer, makes adjustments as appropriate and approves them. This review and adjustment procedure is performed annually for the other executive officers.
The Compensation Committee does not establish the amount or form of Director compensation. These determinations are made and approved by the full Board of Directors.Board. However, the Compensation Committee will periodically review and recommend to the Board compensation, equity-based plans and benefit programs for non-employee Directors. Grants of stock option awards and/or restricted or unrestricted shares to non-employee Directors are generally made annually upon consideration and approval by the full Board of Directors with each non-employee Director abstaining from voting on an award to him.
The Board of Directors has adopted a written charter for the Compensation Committee in August, 2013.Committee. The Compensation Committee will reviewreviews and reassessreassesses the charter for adequacy on an annual basis. A copy of the Compensation Committee Charter is available on our website atwww.blondertongue.comunder the “About Us/Investor Relations/Compensation Committee Charter” caption.
Nominating Committee. The Nominating Committee is currently comprised of Gary P. Scharmett, Anthony J. Bruno and Steven L. Shea, each of whom is a non-employee Director. Mr. Scharmett isserves as the Chairman of the Nominating Committee. Each of the members of the Nominating Committee who served during the 20132017 fiscal year was independent, as independence for nominating committee members is defined by NYSE MKT.American rules.
The Nominating Committee, among other things, considers and makes recommendations to the Board of Directors concerning the appropriate size of the Board and nominees to stand for election or fill vacancies on the Board, as well as the composition of our standing committees. In particular, the Nominating Committee identifies, recruits, considers and recommends candidates to fill positions on the Board in accordance with its criteria for Board membership (as such criteria are generally described below). In searching for qualified Director candidates to nominate for election at an annual meeting of stockholders, the Nominating Committee will initially consider nominating the current Directors whose terms are expiring and will consider their past performance on the Board, along with the criteria for Board membership, in determining whether to nominate them for re-election. In connection with nominations for elections at annual meetings or to fill vacancies in the Board, the Nominating Committee may solicit the current members of the Board to identify qualified candidates through their business and other organizational networks and may also retain director search firms as it determines necessary in its own discretion. The Nominating Committee will then consider the potential pool of Director candidates derived from the foregoing process, select the top candidates to fill the number of openings based on their qualifications, the Board’s needs (including the need for independent Directors) and the criteria for Board membership. The Nominating Committee will then conduct a thorough investigation of the proposed candidates’ backgrounds to ensure there is no past history that would disqualify such candidates from serving as Directors. Those candidates that are selected and pass the background investigation will be recommended to the full Board for nomination.
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The criteria for a nominee to the Board include, among other things:
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● |
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The Nominating Committee does not have a formal policy with respect to diversity. However, in order to enhance the overall quality of the Board’s deliberations and decisions, the Nominating Committee seeks candidates with diverse professional backgrounds and experiences, representing a mix of industries and professions with varied skill sets and expertise.
The Nominating Committee does not have a formal charter, but our Board has adopted guidelines addressing the purpose and responsibilities of the Nominating Committee in connection with its formation. The guidelines include procedures for recruiting, considering and recommending nominees to our Board and criteria for Board membership. Although the Nominating Committee will not consider any director candidates recommended by stockholders, our Board believes this is appropriate as our Certificate of Incorporation and Bylaws permit stockholders to directly nominate persons for election as Directors by following the procedures set forth therein.
Audit Committee. We have a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) under the Securities Exchange Act of 1934, as amended (“Exchange Act”Act”). and Rule 10A-3 promulgated under the Exchange Act. The Audit Committee is currently comprised of Anthony J. Bruno, Charles E. Dietz, and Steven L. Shea, and James F. Williams, each of whom is a non-employee Director. Mr. Bruno is the Chairman of the Audit Committee. The Audit Committee, among other things:
● | oversees our accounting and financial reporting process and audits of our financial statements; |
● | selects, retains or terminates our independent registered public accounting firm; |
● | reviews the plans and results of the audit engagement with the independent registered public accounting firm; |
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● | discusses with the independent registered public accounting firm all necessary accounting policies and practices to be used and alternative treatments of financial information discussed with management; |
● | oversees the work of the independent registered public accounting firm; |
● | evaluates and pre-approves audit and non-audit services provided by the independent registered public accounting firm; |
● | reviews the independence of the independent registered public accounting firm; |
● | assures the regular rotation of the audit partners; |
● | considers the range of audit and non-audit fees and determines the compensation of the independent registered public accounting firm; |
● | reviews financial and earnings information released to the public, analysts and other third parties; and |
● | reviews the adequacy of our internal accounting controls. |
Each of the members of the Audit Committee who served during the 20132017 fiscal year was independent, as “independence”independence for Audit Committeeaudit committee members is defined by NYSE MKT.American and each also meets the requirements of Rule 10A-3 under the Exchange Act. Our Board of Directors has determined that a member of the Audit Committee, Anthony J. Bruno, qualifies as an “audit committee financial expert” as defined in Section 407(d)(5)(ii) of Regulation S-K promulgated by the Securities and Exchange Commission (the “SEC”). As noted above, Mr. Bruno is considered independent under the Rules of NYSE MKT.S-K. The Board of Directors has adopted a written charter for the Audit Committee in June, 2000, which was amended by the Board of Directors in March, 2003, March, 2004, November, 2009, March, 2013 and March 2014.Committee. The Audit Committee reviews and reassesses the charter for adequacy on an annual basis, most recently in March, 2014.basis. A copy of the Audit Committee Charter is available on our website atwww.blondertongue.com under the “About Us/Investor Relations/Audit Committee Charter” caption.
Audit Committee Report
The Audit Committee of the Board of Directors has:
● | reviewed and discussed the audited financial statements with management; |
● | discussed with Blonder’s independent registered public accounting firm the matters required to be discussed by Statement of Auditing Standards No. |
● | received the written disclosures and the letter from Blonder’s independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the audit committee concerning |
● | discussed with Blonder’s independent registered public accounting firm their independence from Blonder and its |
Management is responsible for the preparation, presentation and integrity of Blonder’s financial statements, the financial reporting process, accounting principles and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Blonder’s independent registered public accounting firm is responsible for performing an independent audit of the financial statements in accordance with Standards of the Public Company Accounting Oversight Board (United States) and issuing a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes. The Audit Committee has relied, without independent verification, on the information provided to it and on the representations of management and the independent registered public accounting firm that the financial statements have been prepared in conformity with United States generally accepted accounting principles.
Based on the review and discussions referred to in the items above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in Blonder’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013.
The Audit Committee
Anthony J. Bruno, Chairman
Charles E. Dietz
Steven L. Shea
James F. Williams
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Board Policies Regarding Communications With the Board of Directors and Attendance at Annual Meetings
Our Board of Directors maintains a process for stockholders to communicate with the Board of Directors. A stockholder wishing to communicate with our Board of Directors, or any individual member(s) of the Board of Directors, can send a written communication to the attention of the Board of Directors (or specific individual Director(s), if applicable) at the following address: c/o Corporate Secretary, One Jake Brown Road, Old Bridge, New Jersey 08857. Any such communication must state the number of shares beneficially owned by the stockholder making the communication. Our Corporate Secretary will forward such communication to the full Board of Directors or to any individual Director or Directors to whom the communication is directed unless the communication is unduly hostile, threatening, illegal or similarly inappropriate, in which case our Corporate Secretary has the authority to discard the communication or take appropriate legal action regarding the communication.
While we do not have a formal written policy regarding Board member attendance at our Annual Meeting, we actively encourage our Directors to attend the Annual Meeting of Stockholders. All Directors attendedand officers at the time of our 20132017 Annual Meeting of Stockholders.
2017 DIRECTOR COMPENSATION
Summary Compensation Table
The following table discloses the actual compensation paid to or earned by each of our Directors who is not also a named executive officer in fiscal year 2013:
Name | Fees Earned or | Stock and | All Other Compensation($) | Total ($) | ||||||||||||
Anthony J. Bruno | 36,200 | 9,385 | (3) | - | 45,585 | |||||||||||
Charles E. Dietz | 36,300 | 9,385 | (3) | - | 45,685 | |||||||||||
Stephen K. Necessary* | - | - | - | - | ||||||||||||
Gary P. Scharmett | 34,400 | 9,385 | (3) | - | 43,785 | |||||||||||
Steven L. Shea | 62,700 | 9,385 | (3) | - | 72,085 | |||||||||||
James F. Williams | 34,800 | 9,385 | (3) | - | 44,185 | |||||||||||
James H. Williams | 29,000 | 9,385 | (3) | - | 38,385 |
Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | All Other Compensation($) | Total ($) | |
James F. Williams | 31,500 | 6,700 | (2)(3) | - | 38,200 |
Anthony J. Bruno | 37,000 | 6,700 | (2)(4) | - | 43,700 |
Gary P. Scharmett | 33,100 | 6,700 | (2)(3) | - | 39,800 |
Steven L. Shea | 37,000 | 6,700 | (2)(5) | - | 43,700 |
Charles E. Dietz | 36,400 | 6,700 | (2)(6) | - | 43,100 |
Mr. Necessary joined the Board on January 25, 2018. |
(1) | Pursuant to our Amended and Restated Director Stock Purchase Plan, Board members have the ability to elect to receive awards of fully vested shares of Common Stock in lieu of cash payment of director fees otherwise payable to them. During 2017 (i) Mr. Bruno received an aggregate of 19,727 shares of Common Stock in lieu of cash payments of fees earned in 2017, (ii) Mr. Dietz received an aggregate of 19,182 shares of Common Stock in lieu of cash payments of fees earned in 2017, (iii) Mr. Scharmett received an aggregate of 19,164 shares of Common Stock in lieu of cash payments of fees earned in 2017, (iv) Mr. James F. Williams received an aggregate of 18,273 shares of Common Stock in lieu of cash payments of fees earned in 2017 and (v) Mr. James H. Williams received an aggregate of 14,091 shares of Common Stock in lieu of cash payments of fees earned in 2017. |
(2) | The amounts in the |
(3) | Each non-employee Director |
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Director Compensation Arrangements.
We pay each of our non-employee Directors an annual retainer of $25,000, per year,payable quarterly, and the non-employee Director who serves as our Chairman of the Board receives an additional annual retainer for serving in that capacity of $25,000, also payable quarterly. We also pay each non-employee Director a fee of $1,000 for each Board meeting attended in person ($500 if attendance was telephonic) and a fee of $600 for each committee meeting attended in person ($300 if attendance was telephonic or if attending on the same date as a Board meeting). We reimburse each Director for certain travel, lodging and related expenses incurred in connection with attendance at Board and committee meetings. From time to time, in the sole discretion of the Board, we grant equity awards to our non-employee Directors. During calendar year 2013,2017, we did not pay Messrs. Luksch orMr. Pallé, our President and Chief Executive Officer, any separate compensation for serving on the Board of Directors or any committees thereof.
On March 19, 2015, the Board adopted the Director Stock Purchase Plan, which was intended to enable outside directors to allocate portions of their annual retainer fees to be paid in shares of the Company’s Common Stock, in lieu of cash payments. This plan was designed and derived from the Executive Stock Purchase Plan adopted by the Company in June 2014, which was intended to enable executive officers of the Company to allocate a portion of their base salary to be paid in shares of the Company’s Common Stock, in lieu of cash. In March 2016, the Company adopted the Amended and Restated Director Stock Purchase Plan, which replaced the Director Stock Purchase Plan. Under the Amended and Restated Director Stock Purchase Plan, the portion of directors’ fees (including meeting fees, which were not permitted to be converted into common stock purchases under the Director Stock Purchase Plan) permitted to be paid in shares of the Company’s Common Stock, in lieu of cash, was increased and the new plan was made more flexible to encourage the non-employee directors to elect to receive shares of the Company’s Common Stock in lieu of cash payments.
Director Benefit Plans.
In May 2005, our stockholders approved the adoption of the Blonder Tongue Laboratories, Inc. 2005 Director Equity Incentive Plan.Plan (the “Original 2005 Director Plan”). In May, 2010,2014, our stockholders approved an amendment and restatement in its entirety of the Original 2005 Director Plan (as amended and restated, the “A&R 2005 Director Plan”), effective as of February 7, 2014, which, among other things, (i) increased the number of shares of Common Stock available for issuance under the A&R 2005 Director Plan, (ii) extended the term of the A&R 2005 Director Plan to February 7, 2024, (iii) made awards under the A&R 2005 Director Plan subject to clawback provisions under applicable law or under policies that may be adopted by us from time to time, and (iv) prohibited repricing of stock options absent advance stockholder approval.
The A&R 2005 Director Plan is administered by our Board of Directors. Under the A&R 2005 Director Plan, Directors who are not currently employed by us or by any of our subsidiaries and who have not been so employed within the past six months, are eligible to receive equity-based awards from time to time as determined by our Board. Under the A&R 2005 Director Plan, eligible Directors may be awarded stock options to purchase a number of shares of Common Stock (“Stock Options”), stock appreciation rights to receive the excess, if any, of the fair market value of a specified number of shares of Common Stock at the time of exercise over the grant price (“SARS”) or stock awards (“Stock Awards”) at no cost to the Director, which may be either restricted stock or unrestricted stock. Each grant of Stock Options, SARS or Stock Awards will be subject to a written Award Agreement, which shall specify the terms and conditions of the grant as determined by the Board of Directors; provided, however, that the exercise price for any Stock Options or SARS granted shall not be less than the fair market value of the underlying Common Stock on the date of grant. The A&R 2005 Director Plan expires on February 7, 2024.
At our 2016 Annual Meeting, our stockholders approved the adoption of the Blonder Tongue Laboratories, Inc. 2016 Director Equity Incentive Plan (as amended,(the “2016 Director Plan”), which supplements the “2005A&R 2005 Director Plan”)Plan.
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The 2016 Director Plan is administered by our Board of Directors. Under the 2016 Director Plan, Directors who are not currently employed by us or by any of our subsidiaries and who have not been so employed within the past six months, are eligible to increasereceive equity-based awards from time to time as determined by our Board. The 2016 Director Plan authorizes the total numberaward of up to a maximum of 400,000 shares. Any shares subject to issuancean award issued under the plan from 200,000 shares2016 Director Plan which is terminated, canceled, expired or forfeited for any reason will again be available for the grant of an award. Under the 2016 Director Plan, eligible Directors may be awarded Stock Options, SARS or Stock Awards, which may be either restricted stock or unrestricted stock. Each grant of Stock Options, SARS or Stock Awards will be subject to 400,000 shares. Seea written Award Agreement which shall specify the disclosure associated with “Proposal No. 3 – Amendmentterms and Restatementconditions of the 2005 Director Equity Incentive Plan” for a more complete descriptiongrant as determined by the Board of Directors; provided, however, that the 2005 Director Equity Incentive Plan and the proposed amendment and restatement thereof.
EXECUTIVE COMPENSATION
Summary of Compensation Objectives and 20132017 Compensation
Our Compensation Committee is responsible for evaluating and approving compensation for our executive officers. The individualsindividual who served in 2013 as our Chief Executive Officer and President along within 2017 and the other individual (our Executive Vice President)individuals included in the Summary Compensation Table on page 16, are referred to as the "named“named executive officers."” This section discusses our compensation objectives and provides an overview of the application of these objectives with regard to the compensation paid to our named executive officers in 2013.
The primary objective of our executive compensation program is to assist us in attracting, retaining and motivating talented executives to execute our business strategy and maximize short-term and long-term profits and stockholder value. We seek to achieve these objectives by:
● | providing direct compensation and rewards programs that are externally competitive to attract and retain the talent needed; |
● | rewarding performance of executives who contribute to strategic and operational goals; and |
● | providing compensation that aligns with long-term business objectives and stockholders’ interests. |
The key elements of our executive officer compensation program are:
● | base salary; |
● | annual incentive compensation in the form of cash bonuses; and |
● | long-term incentive compensation. |
The Compensation Committee considers various factors when making compensation decisions with regard to the named executive officers, including external market forces, individual circumstances and performance. A description of these factors and the procedures followed by the Compensation Committee in determining executive compensation are set forth above under “Meetings of the Board of Directors; Committees – Committees–Compensation Committee,Committee.” including a description of the use of salary survey information and the use of performance reviews to assess the executive’s performance.
Our compensation program has been designed to promote a performance-based culture which aligns the interests of our named executive officers and other officers with the interests of our stockholders. Our compensation program makes a substantial portion of executive pay variable, subject to increase when performance targets are achieved, and subject to reduction when performance targets are not achieved. This includes annual incentive cash compensation based on the achievement of specified performance objectives. A substantial portion of our named executive officers’ compensation is also based on equity awards with long-term vesting requirements, which have been in the form of stock options in recent years. These stock options create long-term incentives as the executive only benefits if our stock price appreciates over the long-term.
The historical payouts under our Executive Bonus Plan (as defined below) are evidence of the pay for performance structure of our compensation program. For example, based on the improvement in operating results in fiscal 2010 as compared to fiscal 2009, bonuses were paid under the Executive Bonus Plan to the named executive officers upon the achievement of the pre-tax income objectives set under the Executive Bonus Plan. In contrast, for fiscal 2011, 2012 and 2013, nosince 2010, we have not paid any bonuses were paid to the named executive officers under the Executive Bonus Plan, due to the failure to meet the pre-tax income objectives that were set at the beginning of each of the relevant fiscal year.years.
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Base Salary. Base salaries are intended to provide a level of cash compensation that is externally competitive in relation to the responsibilities of the executive’s position, with adjustments reflective of recent performance. Individual salaries for executive officers are generally reviewed annually by the Compensation Committee in accordance with the procedures described above, including their respective performance review and from time to time relevant information from salary surveys.reviews. The performance evaluation focuses on the executive’s performance during the past year of the responsibilities of such executive’s position, the executive’s improvement in areas where any deficiencies may have been noted in the past, and the executive’s achievement of any specific goals and objectives which may have been established for such executive, including achievement of budget objectives. Our overall profit for the fiscal year, the executive’s individual contribution to that profit, and general economic and industry conditions are also considered. This assessment of individual performance contributions is, however, subjective and not conditioned upon the achievement of any specific, pre-determined performance targets. In March, 2013, based on the foregoing analysis, including our overall general performance and the performance of the executives, the following annual adjustments to base salaries for the named executive officers were approved effective January 1, 2013:
Name | 2012 Salary | Adjustment | 2013 Salary | |
James Luksch | $419,007 | $ - | (0%) | $419,007 |
Robert Pallé, Jr. | $328,015 | $ - | (0%) | $328,015 |
Emily Nikoo | $174,977 | $33,767 | (19%) | $208,744 |
It has been and continues to be the philosophy of the Compensation Committee that opportunities for significant increases in annual compensation by our senior executives should generally be derived from performance based results that are aligned with the interests of Blonder’sthe Company’s stockholders or in connection with significant changes in the scope and nature of the responsibilities assigned to a particular executive, as was the case with Ms. Nikoo in 2013.executive. As such, annual adjustments for our senior executives have historically been modest (and have even remained flat or have been reduced from time to time), while opportunities to earn substantial bonus payments tied to Blonder’s net profits have been regularly made available under the Executive Bonus Plan.
Bonus Plan. We provide executives with an annual opportunity to earn cash incentive awards through the Executive Officer Bonus Plan (the “Executive“Executive Bonus Plan”Plan”). These cash bonuses are intended to motivate and reward the achievement of short-term profit, which is a key element of the Compensation Committee’s overall compensation philosophy. Cash bonus awards under the Executive Bonus Plan are paid to officers during a particular fiscal year based upon and relating to our financial performance during the prior fiscal year. During the first quarter of each fiscal year, we designate which of our executive officers are to participate in the Executive Bonus Plan for that year. We then establish one or more objective performance goals for the participants and a formula to determine bonus payments based on the achievement of the articulated goal(s). Presently, the bonus for any participant may not exceed 100% of the participant’s base salary. Since the performance goals for 20132017 were not met, no bonuses were paid to the named executive officers for 2013.2017. Details of the Executive Bonus Program for 20132017 are set forth below under “Executive Officer Bonus Plan.”
Long-Term Incentive. Long-term incentives are intended to motivate and retain executives and reward them based upon our long-term performance. Our primary vehicle for providing these incentives is the grant of equity-based and other performance awards under our Amended and Restated 2005 Employee Equity Incentive Plan as amended (“2005 Employee Plan”). While other awards are authorized under theA&R 2005 Employee Plan to date,”) and our 2016 Employee Equity Incentive Plan (“2016 Employee Plan”). While the Compensation Committee has historically granted only stock options under our equity compensation plans, in 2015 the 2005 Employee Plan.Compensation Committee awarded restricted stock vesting over a three-year period and made additional awards of restricted stock in 2016, again providing for three-year vesting periods. In 2017, the Compensation Committee granted stock options vesting over a three-year period. The Compensation Committee believes stock options provide long-term incentives to executives while aligning their interests with those of the public stockholders, as the executive only benefits if the stock price increases after the date of grant and only by the amount of the increase. While the Compensation Committee subjectively determines the number of options to be granted, it generally considers the following in making its decisions:
● | the number of outstanding options in relation to the number of outstanding shares of our Common Stock to determine the dilutive effect of additional |
● | the number of outstanding options that have an exercise price below the current market price (and the magnitude of the exercise price below the current market price) to determine the incentive being created by the outstanding |
● | the position and level of responsibility of the executive officer and his or her recent |
● | the number of shares owned and options outstanding for an individual executive officer to determine the incentive effect of further options. |
The Compensation Committee believes that restricted stock awards provide the recipients of such awards with an immediate tangible benefit of “ownership” in a way that awards of stock options do not necessarily provide, and also encourage continuing loyalty because of the vesting periods applicable to those awards.
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Similar to other types of compensation, the Compensation Committee determines the grant of stock optionsequity based awards to Messrs. Lukschthe President and PalléChief Executive Officer and Ms. Nikoo.the other named executive officers. In 2013,2017, the Compensation Committee took into account that the exercise price of many of the outstanding options were significantly above the current stock price and options have been expiring out-of-the-money. Accordingly, most of these past grants no longer provided significant incentives for our executives. Based upon the foregoing reasons, coupled with the diminished performance of the Company, the fact that Mr. Pallé’s cash compensation remained below market at $42,000 per year and procedures,no compensation adjustments were being recommended in 2017 for the other executive officers, and other factors, in April 2017 the option awards set forth in the table below were made. In addition, in May 2013 the Compensation Committee granted the following stock2017 Mr. Pallé received an additional 150,000 options. All options with an exercise price of $1.00 per share, a ten-year term and vestingstated below vest over three years in three equal yearly installments on May 17, 2014, 2015 and 2016:
Summary Executive Compensation
The following table summarizes the total compensation paid to or earned by our Chief Executive Officer, our Vice President-Sales and our next two highest compensated executive officers in 2013 (the “named executive officers”)Vice President-Engineering, Chief Technical Officer for services rendered to us in all capacities for the fiscal years ended December 31, 20132017 and 2012.
Summary Compensation Table
Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock and Option | All Other Compensation ($) | Total ($) | ||||||||||||||||||
Robert J. Pallé | 2017 | $ | 42,000 | (3) | $ | - | $ | 97,430 | $ | 22,025 | (4) | $ | 161,455 | |||||||||||
Chief Executive Officer, President and Secretary | 2016 | 1 | - | 248,500 | 38,193 | 286,693 | ||||||||||||||||||
Jeffrey Smith | 2017 | 221,702 | - | 14,085 | 15,261 | (5) | 251,048 | |||||||||||||||||
Vice President-Sales | 2016 | 198,828 | - | 15,500 | 14,060 | 228,388 | ||||||||||||||||||
Nezam Nikoo | 2017 | 188,565 | - | 14,085 | 14,180 | (6) | 216,830 | |||||||||||||||||
Vice President-Engineering, Chief Technical Officer | 2016 | 182,355 | - | 31,000 | 13,565 | 226,920 |
On May 3, 2018, the Compensation | |||||||
(2) | The amounts in the |
Mr. |
(4) | The amounts shown in the “All Other Compensation” column for Mr. Pallé include personal use of a company car, professional fees for tax return preparation and in connection with the loan agreement matters discussed in “Certain Relationships and Related Transactions,” our matching contribution to our 401(k) defined contribution plan for the benefit of Mr. Pallé and the dollar value of life insurance premiums paid by us with respect to life insurance for the benefit of Mr. Pallé, including the supplemental life insurance for the benefit of Mr. Pallé as described below under “Compensation Arrangements.” |
(5) | The amounts shown in the “All Other Compensation” column for |
(6) | The amounts shown in the “All Other Compensation” column for Mr. Nikoo include personal use of a company car, our matching contribution to our 401(k) defined contribution plan for the benefit of |
Compensation Arrangements.
Other than Blonder’sour current standard employee severance policy applicable to all salaried employees, which entitles them, upon involuntary termination without cause, to one week of pay for each year of service up to a maximum of six weeks of pay, we have no employment, severance or change-of-control agreements with any of our named executive officers, each of whom is employed by us on an at-will basis. Our executivesnamed executive officers serve at the will of the Board, which enables us to terminate their employment with discretion as to the terms of any severance arrangement.arrangement beyond our current standard policy.
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We maintain group term life insurance for our employees, including our named executive officers, for which each participating employee designates his or her own beneficiary. In March, 2011, our Board of Directors, upon the recommendation of the Compensation Committee, approved the purchase of a supplemental life insurance policy on the life of Mr. Pallé, our Chief Executive Officer and President. The supplemental life insurance is a ten-year level term policy with a death benefit of $400,000 payable to the beneficiary designated by Mr. Pallé.
Executive Officer Bonus Plan.
As described above under “Summary of Compensation Objectives and 20132017 Compensation,” we provide our executives with an annual opportunity to earn cash incentive awards through the Executive Officer Bonus Plan. The performance goals are expressed in terms of (a) one or more corporate or divisional earnings-based measures (which may be based on net income, operating income, cash flows, or any combination thereof) and/or (b) one or more corporate or divisional sales-based measures. Each such goal may be expressed on an absolute and/or relative basis, may employ comparisons with our past performance (including one or more divisions) and/or the current or past performance of other companies, and in the case of earnings-based measures, may employ comparisons to capital, stockholders’ equity and shares outstanding. Performance goals need not be uniform among participants, but they have been in recent years.
After our financial results for a fiscal year have been determined, the Compensation Committee will certify the level of performance goal attainment and the potential bonus payment for each participant. The Compensation Committee has full authority to decrease the amount that would otherwise be payable to any participant for a fiscal year.
For the 20132017 fiscal year, eachall of the named executed officers were participants under the Executive Bonus Plan. The participants were entitled to share in a Bonus Pool (“Bonus Pool”Pool”) based upon a subjectively determined allocation, which took into account the relative compensation levels of the executives as well as other subjective factors related to overall job performance in 2012,2016, such as the ease with which the executive could be replaced, whether further opportunities for advancement within Blonder existed for the executive, teamwork skills, perceived efforts, interpersonal relationships and overall job performance. The Bonus Pool for 20132017 was equal to the lesser of (i) the sum of the base salary of all participants in the aggregate, or (ii) the sum of (a) 10% of the first $1 million of our pre-tax income, plus (b) 15% of the next $1 million of our pre-tax income, plus (c) 20% of the next $1 million of our pre-tax income, plus (d) 25% of the next $1 million of our pre-tax income, plus (e) 20% of the next $1 million of our pre-tax income, plus (f) 10% of our pre-tax income in excess of $5 million, all as set forth on our audited financial statements (in all cases calculated before taking into account any accrual for such Bonus Pool). Further, no bonus would be paid to any participant unless the Bonus Pool (calculated in the manner described above) equaled or exceeded $90,000. Based upon our reported pre-tax income for 2013,2017, no bonuses were paid to our named executive officers relating to such year.
Employee Benefit Plans.
In May 2005, our stockholders approved the adoption of the Blonder Tongue Laboratories, Inc. 2005 Employee Equity Incentive Plan.Plan (the “Original 2005 Employee Plan”). Our stockholders approved amendmentsan amendment and restatement in its entirety of the Original 2005 Employee Plan in May 2014 (as amended and restated, the “A&R 2005 Employee Plan”) which, among things (i) increased the number of shares of Common Stock available for issuance under the A&R 2005 Employee Plan, (ii) extended the term of the A&R 2005 Employee Plan to February 7, 2024, (iii) made awards under the A&R 2005 Employee Plan subject to clawback provisions under applicable law or under policies that may be adopted by us from time to time, and (iv) prohibited repricing of stock options absent advance stockholder approval.
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The A&R 2005 Employee Plan is administered by the Compensation Committee of the Board of Directors. Under the A&R 2005 Employee Plan, our executive officers and other key employees, as determined by the Compensation Committee, are eligible to receive equity-based awards from time to time as determined by the Compensation Committee. Under the A&R 2005 Employee Plan, our executive officers and other key employees may be awarded stock options to purchase a number of shares of Common Stock (“Stock Options”), stock appreciation rights to receive the excess, if any, of the fair market value of a specified number of shares of Common Stock at the time of exercise over the grant price (“SARS”), stock awards at no cost to the executive officer or key employee (“Stock Awards”), which may be either restricted stock or unrestricted stock, or performance based awards to receive a number of shares of Common Stock if certain performance goals are met (“Performance Awards”). Each grant of a Stock Option, SAR, Stock Award or Performance Award will be subject to a written Award Agreement which shall specify the terms and conditions of the grant as determined by the Compensation Committee, provided, however, that the exercise price for any Stock Options or SARS granted shall not be less than the fair market value of the underlying Common Stock on the date of grant. The A&R 2005 Employee Plan expires on February 7, 2024.
At our 2016 Annual Meeting, our stockholders approved the adoption of the Blonder Tongue Laboratories, Inc. 2016 Employee Equity Incentive Plan in May, 2007(the “2016 Employee Plan”), which supplements the A&R 2005 Employee Plan.
The 2016 Employee Plan is administered by the Compensation Committee of the Board of Directors. Under the 2016 Employee Plan, our executive officers and May, 2010 (as amended,other key employees, as determined by the “2005Compensation Committee, are eligible to receive equity-based awards from time to time as determined by the Compensation Committee. The 2016 Employee Plan”), in each casePlan authorizes the award of up to increase the total numbera maximum of 1,000,000 shares. Any shares subject to issuancean award issued under the 20052016 Employee Plan. SeePlan which is terminated, canceled, expired or forfeited for any reason will again be available for the disclosure associated with “Proposal No. 2 – Amendmentgrant of an award. Under the 2016 Employee Plan, our executive officers and Restatementother key employees may be awarded Stock Options, SARS, Stock Awards, which may be either restricted stock or unrestricted stock, and Performance Awards. Each grant of a Stock Option, SAR, Stock Award or Performance Award will be subject to a written Award Agreement which shall specify the terms and conditions of the 2005 Employee Equity Incentive Plan”grant as determined by the Compensation Committee, provided, however, that the exercise price for a more complete descriptionany Stock Options or SARS granted shall not be less than the fair market value of the 2005 Employee Plan and the proposed amendment and restatement thereof.
In April 2017, Messrs. Nikoo and Smith were awarded options to purchase 50,000, 50,00037,500 shares and 25,000Mr. Pallé was awarded options to purchase 100,000 shares respectively, of our Common Stock. The amount of these awards is subject to stockholder approval of the amendedMr. Nikoo’s, Mr. Smith’s and restated 2005 Employee PlanMr. Pallé’s shares vest over three years in Proposal No. 2 herein; provided, however, if Proposal No. 2 is not adopted then these options will be reduced to be 18,136, 18,136 and 9,068 shares, respectively. The exercise price of these options will be the fair market value on the date of grant, calculated by taking the average of the high and low selling prices as reported on NYSE MKT. These options will vest in three equal yearly installments on the first, second and thirdyearly anniversary of the grant date and will expireaward date. In addition, in May 2017, Mr. Pallé was awarded options to purchase 150,000 shares of our Common Stock, with the options vesting over three years in equal yearly installments on the 10thyearly anniversary of the grantaward date.
Retirement Benefits.
Each of the named executive officers is eligible to participate in our 401(k) Savings and Investment Retirement Plan, which covers all full time employees and is qualified under Section 401(k) of the Internal Revenue Code. Under this plan, we match 50% of each participating employee’s salary deferral up to a maximum match of 3% of eligible compensation.
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Outstanding Equity Awards Table
The following table discloses for each named executive officer all shares of our Common Stock underlying unexercised options as of December 31, 2013.
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2013 | ||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | ||||
James A. Luksch(2) | 45,000 | - | $1.905 | 03/28/2016 | ||||
35,000 | - | $1.98 | 04/03/2017 | |||||
15,000 | - | $0.755 | 11/17/2018 | |||||
33,333 | (5) | 16,667 | (5) | $1.925 | 03/23/2021 | |||
16,667 | (6) | 33,333 | (6) | $1.05 | 05/17/2022 | |||
- | 50,000 | (7) | $1.00 | 05/17/2023 | ||||
Robert J. Pallé, Jr.(3) | 35,000 | - | $1.905 | 03/28/2016 | ||||
25,000 | - | $1.98 | 04/03/2017 | |||||
33,333 | (5) | 16,667 | (5) | $1.925 | 03/23/2021 | |||
16,667 | (6) | 33,333 | (6) | $1.05 | 05/17/2022 | |||
- | 50,000 | (7) | $1.00 | 05/17/2023 | ||||
Emily M. Nikoo(4) | 15,000 | - | $3.84 | 03/29/2015 | ||||
35,000 | - | $1.905 | 03/28/2016 | |||||
25,000 | - | $1.98 | 04/03/2017 | |||||
16,667 | (5) | 8,333 | (5) | $1.925 | 03/23/2021 | |||
8,334 | (6) | 16,666 | (6) | $1.05 | 05/17/2022 | |||
- | 25,000 | (7) | $1.00 | 05/17/2023 |
Outstanding Equity Awards At December 31, 2017 | ||||||||||||||||||||||
Option Awards | Stock Awards | |||||||||||||||||||||
Name | Number of | Number of | Option | Option | Number of Shares | Market | ||||||||||||||||
Robert J. Pallé. | 50,000 | - | $ | 1.925 | 03/23/2021 | 157,524 | 96,090 | |||||||||||||||
50,000 | - | $ | 1.050 | 05/17/2022 | ||||||||||||||||||
50,000 | - | $ | 1.000 | 05/17/2023 | ||||||||||||||||||
50,000 | - | $ | 0.940 | 05/23/2024 | ||||||||||||||||||
100,000 | - | $ | 0.395 | 12/10/2025 | ||||||||||||||||||
50,000 | 50,000 | (2) | $ | 0.620 | 08/17/2026 | |||||||||||||||||
- | 62,500 | (3) | $ | 0.550 | 04/04/2027 | |||||||||||||||||
- | 37,500 | (3) | $ | 0.550 | 04/04/2027 | |||||||||||||||||
- | 150,000 | (4) | $ | 0.560 | 05/23/2027 | |||||||||||||||||
Nezam Nikoo | 10,000 | - | $ | 0.755 | 11/17/2018 | 41,666 | 25,416 | |||||||||||||||
25,000 | - | $ | 1.925 | 03/23/2021 | ||||||||||||||||||
25,000 | - | $ | 1.050 | 05/17/2022 | ||||||||||||||||||
25,000 | - | $ | 1.000 | 05/17/2023 | ||||||||||||||||||
25,000 | - | $ | 0.940 | 05/23/2024 | ||||||||||||||||||
- | 37,500 | (3) | $ | 0.550 | 04/04/2027 | |||||||||||||||||
Jeffrey Smith | 10,000 | - | $ | 1.925 | 03/23/2021 | 21,665 | 13,216 | |||||||||||||||
5,000 | - | $ | 1.050 | 05/17/2022 | ||||||||||||||||||
10,000 | - | $ | 1.000 | 05/17/2023 | ||||||||||||||||||
15,000 | - | $ | 0.940 | 05/23/2024 | ||||||||||||||||||
- | 37,500 | (4) | $ | 0.550 | 04/04/2027 |
(1) | All option awards were made under the |
(2) |
This option vests in three equal installments on |
(4) | This option vests in three equal installments on May |
PROPOSAL NO. 2 - AMENDMENT AND RESTATEMENT
2016 EMPLOYEE EQUITY INCENTIVE PLAN
Background of the Proposal
At the 2016 Annual Meeting, stockholders will be presented with a proposal to amend and restate the 2005 Employee Equity Incentive Plan, as amended (“2005 Employee Plan”). In May, 2005, our stockholders approved the adoption of the 20052016 Employee Equity Incentive Plan which has a term expiring on February 1, 2015. In each of 2007 and 2010, our stockholders approved an amendment to increase the number of shares available for issuance under the 2005 Employee Plan.
The 20052016 Employee Plan authorizes our Compensation Committee to grant equity-based and other performance-based awards to our executive officers and other key employees, as determined by the Compensation Committee, currently representing approximately 47 persons.employees. The purpose of the 2016 Employee Plan, like the A&R 2005 Employee Plan, is to promote our success and enhance our value by linking the personal interests of participants to those of our stockholders and by providing such individuals with an incentive for outstanding performance in order to generate superior returns to stockholders. The 20052016 Employee Plan is designed to give our Compensation Committee flexibility in structuring awards that will achieve these objectives. The proposed amendments to extend
Section 5.1 of the term and increase2016 Employee Plan currently limits the number of shares of our Common Stock that may be awarded to 1,000,000. The Board of Directors has approved an amendment to this provision, subject to stockholder approval, increasing the 2005total number of shares of our Common Stock that may be awarded to 3,000,000, or an increase of 2,000,000 from the current limit under the 2016 Employee Plan.
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As discussed in prior filings with the SEC, including the proxy statement for our 2016 Annual Meeting, at which the 2016 Employee Plan will permit us to continue the plan and make further grants under the plan, thereby allowing uswas initially approved, we expect to continue to create incentives forrely on grants of stock options, awards of restricted and unrestricted stock and other equity-based awards to adequately compensate and incentivize employees. Our continuing efforts to manage our liquidity and working capital have continued to limit our ability to fully compensate our key employees to enhance stockholder value. Moreover, we included certain amendments to protect stockholders with regard to the repricing of stock optionsthrough their salaries and retaining our authority to recoup or recover awards under certain circumstances. As of April 4, 2014, there were 118,250 shares available for issuance under the 2005 Employee Plan (excluding “Conditional Options,” as defined below under “Awards Under the Restated Employee Plan”),other cash compensation, and the 2005 Employee Plan is scheduled to expire in approximately one year. The Compensation CommitteeBoard believes that increasing the number of shares available is not sufficient given our compensation structure and strategy, and the term should be extended to continue the purpose of the 2005 Employee Plan. Accordingly, our Board of Directors believes it is in the best interests of Blonder and the best interests of our stockholders to approve the Restated Employee Plan as proposed. As of April 4, 2014, the closing price for the Common Stock on NYSE MKT was $0.92 per share.
Summary Description of the Restated2016 Employee Equity Incentive Plan
The following is a summary of the keymaterial provisions of the Restated2016 Employee Plan. Paragraph 1 below describes the amendment to the 2016 Employee Plan whichthat you will be voting on in this Proposal 2. Only the amendment is after givingthe subject of the stockholder vote. If stockholders approve this Proposal 2, Section 5.1 will be amended to increase the maximum shares that may be awarded under the 2016 Employee Plan from 1,000,000 to 3,000,000 and the remainder of the 2016 Employee Plan will continue in full force and effect. If stockholders do not approve this Proposal 2, the 2016 Employee Plan will continue in full force and effect, with the 1,000,000 aggregate share limitation continuing to be applicable. The full text of the amendment to the amendments to the 20052016 Employee Plan proposedis included in Appendix A to this Proxy Statement. ThisStatement, and we urge you to read Appendix A. The full text of the 2016 Employee Plan (not including the proposed amendment) is included as Exhibit 4.3 to our Registration Statement on Form S-8 filed with the SEC on August 25, 2016, and we urge you to read that Exhibit, as this summary does not purport to be a complete description of all of the provisions of the Restated Employee Plan. The full text of the proposed Restated2016 Employee Plan is set forth in Appendix A to this Proxy Statement. The description below of the Restated Employee Planand is qualified in its entirety by reference to the text of that Exhibit. Other than the amendment described in Paragraph 1 below and Appendix A.
1. Number of Shares. The aggregate number of shares reserved for grant under the Restated2016 Employee Plan since its inception is 2,600,000currently 1,000,000. If Proposal 2 is adopted, the aggregate number of shares of Common Stock, adjusted for any stock dividend, stock split or other subdivision or combination of the Common Stock. As of February 7, 2014, the effective date of the Restated Employee Plan (assuming approval thereof by the stockholders), there were 1,118,250 shares of Common Stock availablereserved for grant under the Restated2016 Employee Plan. The shares mayPlan will be issued from authorized and unissued shares of our Common Stock, our treasury stock or from shares purchased on the open market. To the extent that an award terminates, is cancelled, expires, lapses or is forfeited for any reason, any shares subject to the award will again be available for the grant of an award under the Restated Employee Plan.3,000,000.
2. Administration. The Restated2016 Employee Plan is administered by our Compensation Committee. The members of the Compensation Committee must be comprised of Directors who satisfy the requirements of "non-employee directors"“non-employee directors” within the meaning of Rule 16b-3 under the Exchange Act.
3. Eligibility; Participation. All of our executive officers and other key employees, and the executive officers and key employees of any of our subsidiaries, are eligible to become participants in the Restated2016 Employee Plan. From time to time, our Compensation Committee will select those persons who will be granted an award from among all eligible individuals.
4. Term of Restated2016 Employee Plan. The 20052016 Employee Plan became effective as of February 7, 2014 (assuming approval thereof by the stockholders)4, 2016 and will terminate on February 7, 2024.4, 2026. Our Board reservesof Directors has the right to terminate the Restated2016 Employee Plan prior to such date without prejudice in any material way to the holders of any awards then outstanding.
5. Restated2016 Employee Plan Awards. Our Compensation Committee is authorized under the Restated2016 Employee Plan to grant a variety of incentive awards to participants, as described below. Each award iswill be evidenced by a written Award Agreement, which specifies the terms and conditions of the particular award, as determined by the Compensation Committee in its discretion, subject to the conditions and limitations set forth in the Restated2016 Employee Plan.
a. Stock Options.Our Compensation Committee canmay award stock options (“Options”Options”) to purchase a specified number of shares of Common Stock. The exercise price of an Option iswill be determined by our Compensation Committee and canmay be no less than the fair market value of the underlying shares on the date of grant. Moreover, any outstanding Options cannot be repriced, absent prior approval of the stockholders. TheUnder the 2016 Employee Plan, as amended to date, the maximum number of shares of our Common Stock with respect to which Options and SARs (as described below) may be granted to any single participant during any one of our fiscal years is 100,000.250,000. Tax-qualified incentive stock options (“ISOs”ISOs”) and non-qualified stock options (“NQOs”NQOs”) may be awarded to participants under the Restated2016 Employee Plan. Our Compensation Committee determines the term of the Option,Options, the vesting periods and the permissible methods of payment of the exercise price (e.g., cash, shares of Common Stock, cashless exercise, etc.), and this is reflected in the Award Agreement. Our Compensation Committee can also may provide that performance or other conditions be met before all or any part of an Option may be exercised.
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b.Stock Appreciation Rights.A stock appreciation right (“SAR”SAR”) gives the participant the right to receive the excess (if any) of the fair market value of a specified number of shares of Common Stock at the time of exercise over the grant price of the SAR (which shall not be less than the fair market value of the shares on the date of grant). The terms, methods of exercise, methods of settlement (e.g., cash, shares of Common Stock, or a combination thereof), and any other terms and conditions of any SAR shallwill be determined by our Compensation Committee at the time of the grant of the award and is reflected in the Award Agreement.
c.Stock Awards.Our Compensation Committee canmay award shares of our Common Stock to a participant at no cost to the participant. The award may take the form of an immediate transfer of shares which are subject to forfeiture if conditions specified by the Compensation Committee are not met (“Restricted Stock”Stock”). Alternatively, the award may take the form of an immediate transfer of shares which are not subject to a risk of forfeiture or a deferred transfer of shares if and when the conditions specified by the Compensation Committee are met (“Unrestricted Stock”Stock”). The criteria for avoiding forfeiture of Restricted Stock, or receiving a deferred transfer of Unrestricted Stock, may be the completion of a period of continuous employment with us, or satisfaction of specified performance goals, or a combination thereof.
d.Performance-Based Awards. Our Compensation Committee canmay grant a stock award that will entitle the holder to receive a specified number of shares of Common Stock if certain performance goals are met (“Performance Shares”Shares”). These goals may include, for example, the price of our Common Stock as reported on the NYSE MKTAmerican reaching one or more targeted levels, or our earnings on a per-share basis reaching one or more targeted levels. Unless otherwise provided in the relevant Award Agreement, a participant must be employed by us on the last day of the performance period to be eligible for a performance award for such performance period. These are essentially stock awards that are subject to performance criteria to enable the award to qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended (“Code”Code”).
6.Interpretation. Our Compensation Committee has the power to set, alter or change the rules, guidelines and regulations for the administration of the Restated2016 Employee Plan, and to interpret the Restated2016 Employee Plan, any awards under the Restated2016 Employee Plan, and any and all guidelines, rules and regulations adopted pursuant to the Restated2016 Employee Plan. Any determinations made by the Compensation Committee will be conclusive and binding on all Restated2016 Employee Plan participants and their beneficiaries.
7.Amendments. Our Board may, from time to time, in its discretion, amend or supplement any provision of the Restated2016 Employee Plan, in whole or in part; provided however, no amendment shallmay be made to modify the requirements for eligibility for participation, to increase the number of shares of our Common Stock with respect to which awards may be granted under the Restated2016 Employee Plan to permit repricing of Options or extend the term of the Restated2016 Employee Plan unless approved by our stockholders. No amendment to the Restated2016 Employee Plan shallmay adversely affect the rights of participants in any material way with respect to outstanding awards without the consent of the affected participants.
8.Anti-Dilution. The number of shares with respect to which awards may be granted under the Restated2016 Employee Plan, the number of shares of our Common Stock subject to any outstanding award, and the nature of the securities which may be issued under the Restated2016 Employee Plan, in each case shall be adjusted as a result of stock splits, stock dividends, or other subdivisions or combinations of our Common Stock, or reorganizations, mergers, consolidations, dividends or reclassifications affecting us. In particular, in the event of our merger, liquidation or dissolution, or a sale of all or substantially all of our assets, the Compensation Committee has discretion to cancel or exchange outstanding awards for cash or other securities as described in more detail in Article 12 of the Restated2016 Employee Plan.
9.Limits on Transfer. No right or interest of a participant in any award may be pledged, encumbered, or hypothecated to or in favor of any party other than Blonder, or shall be subject to any lien, obligation, or liability of such participant to any other party other than Blonder. No award shall beis assignable or transferable by a participant other than by will or the laws of descent and distribution, except that the Compensation Committee, in its discretion, may permit a participant to make a gratuitous transfer of an award that is not an ISO (or SAR granted in tandem with an ISO) to his or her spouse, lineal descendants, lineal ascendants, or a duly established trust for the benefit of one or more of these individuals.
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10.Clawback. The Restated2016 Employee Plan provides that any award under the Restated2016 Employee Plan shall beis subject to our ability to recoup or recover (i.e., clawback) any such award, Common Stock or other consideration previously granted pursuant to (i) any compensation recovery or recoupment policy to be adopted by us from time to time in the future, or (ii) any other applicable law, regulation or stock exchange rule.
Federal Tax Consequences of Restatedthe 2016 Employee Equity Incentive Plan
The following is a summary of the principal federal tax consequences of the Restated2016 Employee Plan under the Code, based on laws and regulations in effect on the date of this Proxy Statement, which laws and regulations are subject to change, and does not purport to be a complete description of the federal tax aspects of the Restated2016 Employee Plan.
A participant does not realize taxable income upon the award of an Option. If the Option qualifies as an ISO, the participant does not realize taxable income upon exercise of the Option (except for purposes of the alternative minimum tax). The maximum value of shares of our Common Stock (measured at the time of the award) subject to ISOs granted to any participant which can become exercisable in any calendar year is $100,000. Provided the participant holds the Common Stock for at least one year and until the end of the two-year period from the date the Option was awarded, the gain or loss upon the sale of the Common Stock will be treated as capital gain or loss. If the participant sells the stock before satisfying both of these holding period requirements, this is known as a “disqualifying disposition.” In the event of a disqualifying disposition, the lesser of (1) the excess of the fair market value of the Common Stock at the time of exercise over the exercise price, or (2) the excess (if any) of the fair market value of the Common Stock at the time of sale over the exercise price will be taxable to the participant as ordinary income. We will not be entitled to any tax deduction in connection with an ISO, except that we will be entitled to a deduction equal to the amount that is taxable to the participant as ordinary income as a result of a disqualifying disposition.
If an Option is an NQO, the participant will realize ordinary compensation income at the time of exercise equal to the excess of the fair market value of our Common Stock at the time of exercise over the exercise price, and we will be entitled to a tax deduction for the same amount.
A participant does not realize taxable income upon the award of a SAR. The participant will realize ordinary compensation income upon the receipt of the cash or Common Stock resulting from the exercise of a SAR, and we will be entitled to a tax deduction for the same amount.
In general, a participant does not realize taxable income upon the award of Restricted Stock; the value of the Restricted Stock will be taxable to the participant as ordinary compensation income if and when the forfeiture restrictions lapse. However, a participant may make an election under Section 83(b) of the Code (“83(b) Election”Election”) to be taxed on the value of the Restricted Stock at the time of the award. If a participant makes an 83(b) Election, he or she will not be taxed on the Restricted Stock if and when the forfeiture restrictions lapse. A participant would make an 83(b) Election by filing a written statement with the IRS no later than 30 days after the date of the award of the Restricted Stock. A copy of that statement also must be given to us, and another copy must be attached to the participant’s income tax return for the year of the award.
A participant will realize ordinary compensation income upon the receipt of Unrestricted Stock equal to the value of the Unrestricted Stock at that time.
We will be entitled to a tax deduction attributable to Restricted Stock or Unrestricted Stock equal to the amount taxable to the participant, and at the time it is taxable to the participant, subject to special rules under Section 162(m) of the Code which may limit the deductibility of compensation attributable to such awards which are granted to our Chief Executive Officer and the three highest compensated officers (other than the Chief Executive Officer and the Chief Financial Officer) whose compensation must be reported in our Proxy Statement.
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We will have the authority and the right to deduct or withhold, or require a participant to remit to us, an amount sufficient to satisfy federal, state, and local taxes required by law to be withheld with respect to any taxable event arising as a result of the Restated2016 Employee Plan. A participant may elect to have us withhold from the Common Stock that would otherwise be received upon the exercise of any Option, a number of shares having a fair market value equal to the minimum statutory amount necessary to satisfy our applicable federal, state, local and foreign tax withholding obligations.
All awards under the Restated2016 Employee Plan that are subject to Section 409A of the Code shall be structured to comply with Section 409A. Section 409A provides limitations on nonqualified deferred compensation. Section 409A contains rules affecting elections to defer compensation and the actual payment of the deferred compensation. For purposes of Section 409A, "deferred compensation"“deferred compensation” is defined in a very broad manner, and could include certain types of awards under the Restated2016 Employee Plan, such as SARs, Restricted Stock and Unrestricted Stock. Award recipients could be subject to adverse federal income tax consequences to the extent that their awards do not comply with Section 409A.
Awards Under the Restated2016 Employee Equity Incentive Plan
Because awards under the Restated2016 Employee Plan are at the discretion of the Compensation Committee, the benefits to be received by or allocated to the named executive officers, the current executive officers as a group and all employees (other than the current executive officers) as a group, cannot be determined at this time other thanwith respect to the conditional grant of Options described below.
On March 13, 2014,May 3, 2018, the Compensation Committee approved, subject to stockholder approval of the Restated Employee Plan,Proposal No. 2, the grant of Options to purchase an aggregate of 215,000(i) 185,000 shares of Common Stock to our named executive officers, and (ii) 314,500 shares of Common Stock to certain of our key employees who are not named executive officers, in all cases who remain employed by us as of May 15, 2018, which was the effective date of grant (the “Grant Date”). In addition, on May 10, 2018, the Compensation Committee also approved, subject to stockholder approval of Proposal No. 2, the grant of (i) Options to purchase an aggregate of 26,800 shares of Common Stock and restricted stock awards representing 9,857 shares of the Company’s Common Stock to Nezam Nikoo, who is one of our named executive officers, and (ii) Options to purchase an aggregate of 180,900 shares of Common Stock and restricted stock awards representing 66,538 shares of the Company’s Common Stock, to certain of our key employees who are not named executive officers, in all cases who remain employed by us as of the effective dateGrant Date. In the case of grant. If approved, these Options will be granted effective asall of the second business day followingforegoing Options, the Annual Meeting (i.e., May 23, 2014 if there is no adjournment or postponement) with an exercise price is equal to the fair market value on the date of grant, calculated by taking the average of the high and low selling prices as reported on NYSE MKT. In addition, on March 13, 2014, the Compensation Committee also approved, subject to stockholder approval of the Restated Employee Plan, the grant of Options to purchase an aggregate of 111,000 shares of Common Stock to certain of our key employees who are not executive officers and who remain employed by usAmerican, as of the effective dateGrant Date. Those Options that were the subject of grant. If approved, these OptionsCompensation Committee approval on May 3, 2018, will be granted effective asvest one-third each year beginning on the first anniversary of the second business day followingGrant Date. Those Options and restricted stock awards that were the Annual Meeting with an exercise price equalsubject of Compensation Committee approval on May 10, 2018 will vest one-third on November 15, 2018, one-third on May 15, 2019, and one-third on November 15, 2019. All of the foregoing Options and restricted stock awards described above are collectively referred to as the fair market value on the date of grant.“Conditional Awards”. If Proposal No. 2 is not approved by the stockholders at the 2018 Annual Meeting of Stockholders, or an otherwise insufficient number of shares of the Company’s Common Stock become available for issuance of the Options and restricted stock awards comprising the Conditional Awards, then the number of shares underlying Options and the number of restricted stock awards to be granted shallcomprising the Conditional Awards will be reduced pro-rata to such number as are available for issuance under the 2016 Employee Plan (with no fractional shares to be 77,984 and 40,248 shares for the executive officers and key employees, respectively. The table below captioned “New Plan Benefits – 2005 Employee Plan” summarizes these conditionally granted Options and provides other information as to the persons who will receive these Options under the Restated Employee Plan. The conditional awards described in this paragraph are referred to herein as the “Conditional Options.”
Name and Position | Dollar Value ($)(1) | Number of Shares Prop. 2 Approved (2)(3) | Number of Shares Prop. 2 Not Approved (3)(4) | |
James A. Luksch Chairman of the Board and Chief Executive Officer | - | 50,000 | 18,136 | |
Robert J. Pallé, Jr. President, Chief Operating Officer and Secretary | - | 50,000 | 18,136 | |
Emily Nikoo Executive Vice President | - | 25,000 | 9,068 | |
Executive Officer Group | - | 215,000 | (5) | 77,984 |
Non-Executive Director Group | - | 0 | 0 | |
Non-Executive Officer Employee Group | - | 111,000 | 40,248 |
Equity Compensation Plans
The following table provides certain summary information as of December 31, 20132017 concerning our compensation plans (including individual compensation arrangements) under which shares of our Common Stock may be issued.
Plan Category | Number Of Securities To Be Issued Upon Exercise Of Outstanding Options, Warrants And Rights(#) | Weighted-Average Exercise Price Of Outstanding Options, Warrants And Rights($) | Number Of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected In The First Column)(#) | |||||
Equity Compensation Plans Approved By Security Holders | 1,861,667 | (1) | $1.70 | 219,083 | (2) | |||
Equity Compensation Plans Not Approved By Security Holders | 100,000 | (3) | $1.09 | 0 | ||||
Total | 1,961,667 | $1.59 | 219,083 |
Plan Category |
Number Of Securities To Be Issued Upon Exercise Of Outstanding Options, Warrants And |
Weighted-Average Exercise Price Of Outstanding Options, Warrants And Rights ($) |
Awards of Restricted And Unrestricted | Number Of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected In The First Column)(#) | ||||||||||||
Equity Compensation Plans Approved By Security Holders | 2,292,333 | (1) | 0.84 | 1,266,580 | (2) | 264,835 | (3) | |||||||||
Equity Compensation Plans Not Approved By Security Holders | – | – | – | – | ||||||||||||
Total | 2,292,333 | 0.84 | 1,266,580 | 264,835 |
(1)Includes shares of our Common Stock which may be issued upon the exercise of options or rights granted under the 1995 Long Term Incentive Plan, as amended, which expired by its terms on November 30, 2005, theA&R 2005 Employee Equity Incentive Plan, as amended, the Amended and Restated 1996A&R 2005 Director Option Plan, which expired by its terms on January 2, 2006,the 2016 Employee Plan and the 20052016 Director Equity Incentive Plan, as amended.Plan.
(2) Includes 118,250The total number of shares of our Common Stock available for issuance asrestricted stock option grants, stock appreciation rights, restricted oris 381,152; the total number of shares of unrestricted stock awards or performance based stock awards under the 2005 Employee Equity Incentive Plan, as amended. is 885,428.
(3)Includes 100,833264,385 shares of our Common Stock available for issuance as stock option grants, stock appreciation rights, or restricted or unrestricted stock awards under the A&R 2005 Director Equity Incentive Plan as amended.
Recommendation of the Board of Directors
Our Board of Directors recommends that stockholders vote FOR the proposal to approve the Restatedamendment to the 2016 Employee Equity Incentive Plan.
Proxies received by ourthe Board of Directors will be so voted FOR the proposal to approve the amendment to the 2016 Employee Equity Incentive Plan unless stockholders specify in their proxies a contrary choice.
PROPOSAL NO. 3 - AMENDMENT– approval of amendment to the
AMENDED AND RESTATEMENT
Background of the Proposal
At the 2014 Annual Meeting, stockholders will be presented with a proposal to amend and restate the 2005 Director Equity Incentive Plan, as amended (“2005 Director Plan”). In May, 2005, our stockholders approved the adoption of the Amended and Restated 2005 DirectorEmployee Equity Incentive Plan which has a term expiring on February 1, 2015. In May, 2010, our stockholders approved an amendment to increase the number of shares available for issuance under the(the “A&R 2005 Employee Plan”).
The A&R 2005 Employee Plan from 200,000 shares to 400,000 shares.
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Section 5.1 of the A&R 2005 Employee Plan currently limits the number of shares of our Common Stock that may be awarded to 1,118,250. The proposedBoard of Directors has approved an amendment to extendthis provision, subject to stockholder approval, increasing the total number of shares of our Common Stock that may be awarded to 1,218,250, or an increase of 100,000 shares from the current limit under the A&R 2005 Employee Plan.
As discussed in prior filings with the SEC, including the proxy statement for our 2016 Annual Meeting and 2017 Annual Meeting, we expect to continue to rely on grants of stock options, awards of restricted and unrestricted stock and other equity-based awards to adequately compensate and incentivize employees. Our continuing efforts to manage our liquidity and working capital have continued to limit our ability to fully compensate our key employees through their salaries and other cash compensation, and the Board believes that increasing the number of shares available for award under the 2005 Plan will allow us flexibility in structuring compensation for our key employees that will adequately compensate and incentive them.
Summary Description of the A&R 2005 Employee Equity Incentive Plan
The following is a summary of the material provisions of the A&R 2005 Employee Plan. Paragraph 1 below describes the amendment to the A&R 2005 Employee Plan that you will be voting on in this Proposal 3. Only the amendment is the subject of the stockholder vote. If stockholders approve this Proposal 3, Section 5.1 will be amended to increase the maximum shares that may be awarded under the A&R 2005 Employee Plan by 100,000 shares and the remainder of the A&R 2005 Employee Plan will continue in full force and effect. If stockholders do not approve this Proposal 3, the A&R 2005 Employee Plan will continue in full force and effect, with the 1,118,250 aggregate share limitation continuing to be applicable. The full text of the amendment to the A&R 2005 Employee Plan is included in Appendix B to this Proxy Statement, and we urge you to read Appendix B. The full text of the A&R 2005 Employee Plan (not including the proposed amendment) is included as Appendix A to our definitive Proxy Statement for our 2014 Annual Meeting of Stockholders filed with the SEC on April 21, 2014, and we urge you to read that Appendix, as this summary does not purport to be a complete description of all of the provisions of the A&R 2005 Employee Plan and is qualified in its entirety by reference to the text of that Appendix. Other than the amendment described in Paragraph 1 below and Appendix B, all other provisions of the A&R 2005 Employee Plan remain unchanged.
1. Number of Shares. The aggregate number of shares reserved for grant under the A&R 2005 Employee Plan is currently 1,118,250. If Proposal 3 is adopted, the aggregate number of shares reserved for grant under the 2016 Employee Plan will be 1,218,250.
2. Administration. The A&R 2005 Employee Plan is administered by our Compensation Committee. The members of the Compensation Committee must be Directors who satisfy the requirements of “non-employee directors” within the meaning of Rule 16b-3 under the Exchange Act.
3. Eligibility; Participation. All of our executive officers and other key employees, and the executive officers and key employees of any of our subsidiaries, are eligible to become participants in the A&R 2005 Employee Plan. From time to time, our Compensation Committee will select those persons who will be granted an award from among all eligible individuals.
4. Term of A&R 2005 Employee Plan. The A&R 2005 Employee Plan became effective as of February 7, 2014 and will terminate on February 7, 2024. Our Board of Directors has the right to terminate the A&R 2005 Employee Plan prior to such date without prejudice in any material way to the holders of any awards then outstanding.
5. A&R 2005 Employee Plan Awards. Our Compensation Committee is authorized under the A&R 2005 Employee Plan to grant a variety of incentive awards to participants, as described below. Each award will be evidenced by a written Award Agreement, which specifies the terms and conditions of the particular award, as determined by the Compensation Committee in its discretion, subject to the conditions and limitations set forth in the A&R 2005 Employee Plan.
a. Stock Options.Our Compensation Committee can award stock options (“Options”) to purchase a specified number of shares of Common Stock. The exercise price of an Option is determined by our Compensation Committee and can be no less than the fair market value of the underlying shares on the date of grant. Moreover, outstanding Options cannot be repriced, absent prior approval of the stockholders. The maximum number of shares of our Common Stock with respect to which Options and SARs (as described below) may be granted to any single participant during any one of our fiscal years is 100,000. Tax-qualified incentive stock options (“ISOs”) and non-qualified stock options (“NQOs”) may be awarded to participants under the Restated Employee Plan. Our Compensation Committee determines the term of the Option, the vesting periods and the permissible methods of payment of the exercise price (e.g., cash, shares of Common Stock, cashless exercise, etc.), and this is reflected in the Award Agreement. Our Compensation Committee can also provide that performance or other conditions be met before all or any part of an Option may be exercised.
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b.Stock Appreciation Rights.A stock appreciation right (“SAR”) gives the participant the right to receive the excess (if any) of the fair market value of a specified number of shares of Common Stock at the time of exercise over the grant price of the SAR (which shall not be less than the fair market value of the shares on the date of grant). The terms, methods of exercise, methods of settlement (e.g., cash, shares of Common Stock, or a combination thereof), and any other terms and conditions of any SAR will be determined by our Compensation Committee at the time of the grant of the award and is reflected in the Award Agreement.
c.Stock Awards.Our Compensation Committee may award shares of our Common Stock to a participant at no cost to the participant. The award may take the form of an immediate transfer of shares which are subject to forfeiture if conditions specified by the Compensation Committee are not met (“Restricted Stock”). Alternatively, the award may take the form of an immediate transfer of shares which are not subject to a risk of forfeiture or a deferred transfer of shares if and when the conditions specified by the Compensation Committee are met (“Unrestricted Stock”). The criteria for avoiding forfeiture of Restricted Stock, or receiving a deferred transfer of Unrestricted Stock, may be the completion of a period of continuous employment with us, or satisfaction of specified performance goals, or a combination thereof.
d.Performance-Based Awards. Our Compensation Committee may grant a stock award that will entitle the holder to receive a specified number of shares of Common Stock if certain performance goals are met (“Performance Shares”). These goals may include, for example, the price of our Common Stock as reported on the NYSE American reaching one or more targeted levels, or our earnings on a per-share basis reaching one or more targeted levels. Unless otherwise provided in the relevant Award Agreement, a participant must be employed by us on the last day of the performance period to be eligible for a performance award for such performance period. These are essentially stock awards that are subject to performance criteria to enable the award to qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended (“Code”).
6.Interpretation. Our Compensation Committee has the power to set, alter or change the rules, guidelines and regulations for the administration of the A&R 2005 Employee Plan, and to interpret the A&R 2005 Employee Plan, any awards under the A&R 2005 Employee Plan, and any and all guidelines, rules and regulations adopted pursuant to the A&R 2005 Employee Plan. Any determinations made by the Compensation Committee will be conclusive and binding on all A&R 2005 Employee Plan participants and their beneficiaries.
7.Amendments. Our Board may, from time to time, in its discretion, amend or supplement any provision of the A&R 2005 Employee Plan, in whole or in part; provided however, no amendment may be made to modify the requirements for eligibility for participation, to increase the number of shares subjectof our Common Stock with respect to which awards may be granted under the A&R 2005 Employee Plan to permit repricing of Options or extend the term of the A&R 2005 Employee Plan unless approved by our stockholders. No amendment to the A&R 2005 DirectorEmployee Plan will permit usmay adversely affect the rights of participants in any material way with respect to continueoutstanding awards without the plan and make further grantsconsent of the affected participants.
8.Anti-Dilution. The number of shares with respect to which awards may be granted under the plan, thereby allowing us to continue to create incentives for our non-employee Directors to enhance stockholder value. Moreover, we included certain amendments to protect stockholders with regard to the repricing of stock options and retaining our authority to recoup or recover awards under certain circumstances. As of April 4, 2014, there were 50,833 shares available for issuance under theA&R 2005 DirectorEmployee Plan, and the 2005 Director Plan is scheduled to expire in approximately one year. The Board believes that the number of shares availableof our Common Stock subject to any outstanding award, and the nature of the securities which may be issued under the A&R 2005 Employee Plan, in each case shall be adjusted as a result of stock splits, stock dividends, or other subdivisions or combinations of our Common Stock, or reorganizations, mergers, consolidations, dividends or reclassifications affecting us. In particular, in the event of our merger, liquidation or dissolution, or a sale of all or substantially all of our assets, the Compensation Committee has discretion to cancel or exchange outstanding awards for cash or other securities as described in more detail in Article 12 of the A&R 2005 Employee Plan.
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9.Limits on Transfer. No right or interest of a participant in any award may be pledged, encumbered, or hypothecated to or in favor of any party other than Blonder, or shall be subject to any lien, obligation, or liability of such participant to any other party other than Blonder. No award is assignable or transferable by a participant other than by will or the laws of descent and distribution, except that the Compensation Committee, in its discretion, may permit a participant to make a gratuitous transfer of an award that is not sufficient given our incentive strategy, and the term should be extendedan ISO (or SAR granted in tandem with an ISO) to continue the purpose of the 2005 Director Plan. Accordingly, our Board of Directors believes it is in the best interests of Blonder and the best interests of our stockholders to approve the Restated Director Plan as proposed. As of April 4, 2014, the closing pricehis or her spouse, lineal descendants, lineal ascendants, or a duly established trust for the Common Stock on NYSE MKT was $0.92 per share.
Term. The term of the 2005 Director Plan is set to expire on February 1, 2015. The term of the Restated Director Plan would expire on February 7, 2024.
Repricing Prohibited. The Restated Director Plan prohibits our Board from repricing (as defined under Section 303A(8) of the New York Stock Exchange Listed Company Manual) stock options, unless our stockholders provide prior approval for such repricing. The 2005 Director Plan did not prohibit repricing.
The following is a summary of the principal federal tax consequences of the Restated DirectorA&R 2005 Employee Plan under the Code, based on laws and regulations in effect on the date of this Proxy Statement, which laws and regulations are subject to change, and does not purport to be a complete description of the federal tax aspects of the Restated DirectorA&R 2005 Employee Plan.
A participant does not realize taxable income upon the award of an Option. If the Option qualifies as an ISO, the participant does not realize taxable income upon exercise of the Option (except for purposes of the alternative minimum tax). The maximum value of shares of our Common Stock (measured at the time of the award) subject to ISOs granted to any participant which can become exercisable in any calendar year is $100,000. Provided the participant holds the Common Stock for at least one year and until the end of the two-year period from the date the Option was awarded, the gain or loss upon the sale of the Common Stock will be treated as capital gain or loss. If the participant sells the stock before satisfying both of these holding period requirements, this is known as a “disqualifying disposition.” In the event of a disqualifying disposition, the lesser of (1) the excess of the fair market value of the Common Stock at the time of exercise over the exercise price, or (2) the excess (if any) of the fair market value of the Common Stock at the time of sale over the exercise price will be taxable to the participant as ordinary income. We will not be entitled to any tax deduction in connection with an ISO, except that we will be entitled to a deduction equal to the amount that is taxable to the participant as ordinary income as a result of a disqualifying disposition.
If an Option is an NQO, the participant will realize ordinary compensation income at the time of exercise equal to the excess of the fair market value of theour Common Stock at the time of exercise over the exercise price, and we will be entitled to a tax deduction for the same amount.
A participant does not realize taxable income upon the award of a SAR. The participant will realize ordinary compensation income upon the receipt of the cash or Common Stock resulting from the exercise of a SAR, and we will be entitled to a tax deduction for the same amount.
In general, a participant does not realize taxable income upon the award of Restricted Stock; the value of the Restricted Stock will be taxable to the participant as ordinary compensation income if and when the forfeiture restrictions lapse. However, a participant may make an election under Section 83(b) of the Code (“83(b) Election”Election”) to be taxed on the value of the Restricted Stock at the time of the award. If a participant makes an 83(b) Election, he or she will not be taxed on the Restricted Stock if and when the forfeiture restrictions lapse. A participant would make an 83(b) Election by filing a written statement with the IRS no later than 30 days after the date of the award of the Restricted Stock. A copy of that statement also must be given to us, and another copy must be attached to the participant’s income tax return for the year of the award.
A participant will realize ordinary compensation income upon the receipt of Unrestricted Stock equal to the value of the Unrestricted Stock at that time.
We will be entitled to a tax deduction attributable to Restricted Stock or Unrestricted Stock equal to the amount taxable to the participant, and at the time it is taxable to the participant.participant, subject to special rules under Section 162(m) of the Code which may limit the deductibility of compensation attributable to such awards which are granted to our Chief Executive Officer and the highest compensated officers (other than the Chief Executive Officer) whose compensation must be reported in our Proxy Statement.
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We will have the authority and the right to deduct or withhold, or require a participant to remit to us, an amount sufficient to satisfy federal, state, and local taxes required by law to be withheld with respect to any taxable event arising as a result of the Restated DirectorA&R 2005 Employee Plan. A participant may elect to have us withhold from the Common Stock that would otherwise be received upon the exercise of any Option, a number of shares having a fair market value equal to the minimum statutory amount necessary to satisfy our applicable federal, state, local and foreign income tax withholding obligations.
All awards under the Restated DirectorA&R 2005 Employee Plan that are subject to Section 409A of the Code shall be structured to comply with Section 409A. Section 409A provides limitations on nonqualified deferred compensation. Section 409A contains rules affecting elections to defer compensation and the actual payment of the deferred compensation. For purposes of Section 409A, “deferred compensation” is defined in a very broad manner, and could include certain types of awards under the Restated DirectorA&R 2005 Employee Plan, such as SARs, Restricted Stock and Unrestricted Stock. Award recipients could be subject to adverse federal income tax consequences to the extent that their awards do not comply with Section 409A.
Awards Under the Restated DirectorA&R 2005 Employee Equity Incentive Plan
Because awards under the Restated DirectorA&R 2005 Employee Plan are at the discretion of the Board of Directors,Compensation Committee, the benefits to be received by or allocated to any of the eligible participants, either individually ornamed executive officers, the current executive officers as a group and all employees (other than the current executive officers) as a group, cannot be determined at this time. No awardstime with respect to any Directors have been made that are contingent on the approval ofamended A&R 2005 Employee Plan.
Equity Compensation Plans
See the Restated Director Plan by stockholders.
Recommendation of the Board of Directors
Our Board of Directors recommends that stockholders vote FOR the proposal to approve the amendment to the Amended and Restated Director2005 Employee Equity Incentive Plan.
Proxies received by ourthe Board of Directors will be so voted FOR the proposal to approve the amendment to the Amended and Restated 2005 Employee Equity Incentive Plan unless stockholders specify in their proxies a contrary choice.
PROPOSAL NO. 4 – RATIFICATION OF
Our Audit Committee has selected Marcum LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2014.2018. Marcum LLP has been our independent registered public accounting firm since October 24, 2005. We have been advised by Marcum LLP that neither it nor any member thereof has any financial interest, direct or indirect, in us or any of our subsidiaries, in any capacity. One or more representatives of Marcum LLP is expected to be present at this year’s Annual Meeting of Stockholders with anand will have the opportunity to make a statement if he or she desires to do so and to answer appropriate questions with respect to that firm’s examination of our financial statements and records for the fiscal year ended December 31, 2013.
Although the submission of the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018 to a vote of our stockholders is not required by our Bylaws, the Board is submitting it to the stockholders to ascertain their views. If theour stockholders do not ratify the appointment, we will not be bound to seek another independent registered public accounting firm for 2014,2018, but the selection of another independent registered public accounting firm will be considered in future years.
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Audit and Other Fees Paid to Independent Registered Public Accounting Firm
The following table presents fees billed by Marcum LLP for professional services rendered for the fiscal years ended December 31, 20132017 and December 31, 2012.
Services Rendered | Fiscal 2013 | Fiscal 2012 |
Audit Fees | $218,350 | $342,947 |
Audit-Related Fees | 32,000 | 32,000 |
Tax Fees | 31,750 | 27,989 |
All Other Fees | - | - |
Services Rendered | 2017 | 2016 | ||||||
Audit Fees | $ | 230,232 | $ | 232,489 | ||||
Audit-Related Fees | 32,500 | 32,500 | ||||||
Tax Fees | 26,000 | 26,000 | ||||||
All Other Fees | - | - | ||||||
Total Fees | $ | 288,732 | $ | 290,989 |
Audit Fees
The audit fees for fiscal years 20132017 and 20122016 were billed or expected to be billed for professional services rendered by Marcum LLP for the audit of our annual financial statements, the audit of our internal controls over financial reporting, the reviews of the financial statements included in our Quarterly Reports on Form 10-Q, consents to incorporate audited financial statements into registration statements related to our employee benefit plans, and assistance with earnings announcements furnished by us in our Current Reports on Form 8-K. The decrease in 2013 as compared to 2012 was primarily due to 2012 including the audit services related to our acquisition of substantially all of the assets of R.L. Drake, LLC in February, 2012.
Audit-Related Fees
The audit-related fees for fiscal years 20132017 and 20122016 consisted principally of audits of our pension and 401(k) plans.
Tax Fees
Tax fees for fiscal years 20132017 and 20122016 consisted principally of preparing our U.S. federal and state income tax returns.
Our Audit Committee has reviewed the non-audit services currently provided by our independent registered public accounting firm during 2017 and 2016 and has considered whether the provision of such services is compatible with maintaining the independence of such independent registered public accounting firm.firm in performing its audit services. Based on such review and consideration, the Audit Committee has determined that the provision of such non-audit services is compatible with maintaining the independence of the independent registered public accounting firm.
Pre-Approval Policy for Services by Independent Registered Public Accounting Firm
Our Audit Committee has implemented pre-approval policies and procedures for the engagement of our independent registered public accounting firm for both audit and permissible non-audit services. Under these policies and procedures, all services provided by the independent registered public accounting firm must either (i) be approved by our Audit Committee prior to the commencement of the services, (ii) relate to assisting us with tax audits and appeals before a taxing authority or be services associated with periodic reports or registration statements filed by us with the SEC, all of which services are pre-approved by our Audit Committee, or (iii) be a de minimis non-audit service (as described in Rule 2-01(c)(7)(i)(C) of the SEC’s Regulation S-X) that does not have to be pre-approved as long as management promptly notifies our Audit Committee of such service and our Audit Committee approves it prior to the service being completed. Within these parameters, our Audit Committee annually approves the scope and fees payable for the year end audit, statutory audits and employee benefit plans audits to be performed by the independent registered public accounting firm for the next fiscal year. Our Audit Committee also delegatesmay delegate pre-approval authority for permissible non-audit services to the Audit Committee’s Chairman. Any approvals of non-audit services made by our Audit Committee’s Chairman are then reported by him at the next Audit Committee meeting. All of the services provided by our independent registered public accounting firm during fiscal year 20132017 and fiscal year 2016 were approved in accordance with our pre-approval policies and procedures. None of the services were approved pursuant to Rule 2-01(c)(7)(i)(C) of the SEC’s Regulation S-X.
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Recommendation of the Board of Directors
Our Board of Directors recommends that stockholders vote FOR the ratification of the appointment of Marcum LLP as our independent registered public accounting firm for the 20142018 fiscal year.
Proxies received by the Board of Directors will be so voted FOR the ratification of the appointment of Marcum LLP as our independent registered public accounting firm for the 2018 fiscal year unless stockholders specify in their proxies a contrary choice.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TheOn March 28, 2016, the Company, Robert J. Pallé and Carol Pallé, James H. Williams and Steven Shea (the “Lenders”), entered into an Amended and Restated Senior Subordinated Convertible Loan and Security Agreement (the “Loan Agreement”) pursuant to which the Lenders agreed to lend the Company up to $750,000. Mr. Pallé is the President and Chief Executive Officer’s son-in-law, Nezam Nikoo,Officer of the Company, and also serves as a director of the Company. Mrs. Pallé is an employee of the Company and the spouse of Mr. Pallé. Mr. Shea is our Vice President–Engineering, Chief Technical Officer.Chairman of the Board and a director of the Company. Mr. Nikoo’s spouseWilliams is Emily Nikoo, our Executive Vice President. Mr. Nikoo’s annual salary (including bonus) in 2013a director of the Company. On March 21, 2017, the Amended and 2012Restated Loan Agreement was $181,500 and $168,368, respectively. In addition, in 2013 and 2012, respectively, Mr. Nikoo also received (i) option awards reflecting an aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of $16,750 and $18,000, and (ii) other compensation comprised of personal use of a company car, matching contributions to our 401(k) defined contribution planamended. The Loan Agreement and the dollar value of life insurance premiums paidsubsequent amendment, and the transactions provided therein were approved, in each instance, by us with respect to life insurance for the benefit of Mr. NikooCompany’s independent directors (and in the aggregatecase of the transactions involving Messrs. Shea and Williams, by the Company’s independent directors other than Messrs. Shea and Williams). Interest on the outstanding balance under the Loan Agreement accrues at 12% per annum (subject to increase under certain circumstances) and is payable monthly in-kind by the automatic increase of the principal amount of $13,362 and $14,383. In addition, if Mr. Nikoo continues to hold his executive position asthe loan on each monthly interest payment date, by the amount of the second business day followingaccrued interest payable at that time (“PIK Interest”) (however, the Annual Meeting, he will be granted a non-qualifiedCompany has the option underto pay interest in cash on any interest payment date, in lieu of PIK Interest). The Lenders have the 2005 Employee Plan to purchase 25,000option of converting the principal balance of the loan, in whole (unless otherwise agreed by the Company), into shares of our Common Stock. The exercisethe Company’s common stock at a conversion price of these options will be$0.54 per share (subject to adjustment under certain circumstances). As of December 31, 2017 the fair market valueLenders had advanced $500,000 to the Company and $71,000 of PIK interest was accrued in the year ended December 31, 2017. On April 17, 2018, Robert J. Pallé and Carol Pallé exercised their conversion rights and converted $454,731 ($350,000 principal and $104,731 of accrued interest) of their loan (representing the entire amount of principal and interest outstanding and held by Mr. and Mrs. Pallé on the date of grant, calculated by taking the averagethat date) into 842,095 shares of the high and low selling prices as reported on NYSE MKT. These options will vest in three equal installments on the first, second and third anniversary of the grant date and will expire on the 10thCompany’s common stock. anniversary of the grant date.
One of our Directors, Gary P. Scharmett, is a partner at the law firm of Stradley Ronon Stevens & Young, LLP, which serves as our outside counsel. DuringFor the 20132017 and 20122016 fiscal years, we paidwere billed fees for legal services toby this firm in the aggregate amount of $348,000$358,071 and $638,000,$532,199, respectively. Mr. Scharmett’s interest in this relationshipthese fees arises from his minority ownership interest as a partner at this firm. In management'sthe Company’s opinion, the terms of such services were substantially equivalent to those which would have been obtained from unaffiliated parties.
The Company has a Code of March 31, 2014, James A. Luksch, our Chief Executive Officer and a Director, was indebtedEthics (the “Code”) that applies to us in the amount of $115,089, for which we have charged no interest. This indebtedness arose from a series of cash advances made to Mr. Luksch, the latest of which was advanced in February, 2002. The largest aggregate amount of indebtedness during both the 2013 and 2012 fiscal years was $129,714. This debt was being repaid at the rate of approximately $1,000 per month, all of which representedour directors, officers and employees, including our principal paymentsexecutive officer, principal financial officer and principal accounting officer. The Code is available on our website at www.blondertongue.com. We intend to satisfy the indebtedness, until November 2008 when Mr. Luksch and his spousedisclosure requirements of Form 8-K with respect to any waivers of or amendments to the Code with respect to certain officers by posting such disclosures on our website at www.blondertongue.com. We may, however, elect to disclose any such amendment or waiver in a Current Report on Form 8-K filed a voluntary petition under Chapter 11with the SEC in addition to or in lieu of the United States Bankruptcy Code. Mr. Luksch’s interest inwebsite disclosure. The information on, or that can be accessed through our website is not, and shall not be deemed to be, a part of this Annual Report on Form 10-K or incorporated into any other filings that we make with the Bankruptcy petition in connection with this indebtedness was adverse to us. Under Mr. Luksch’s plan of reorganization, we will receive a pro-rata share, with all other unsecured creditors, of the excess, if any, of Mr. Luksch’s disposable income after the payment of all administrative claims and other expenses. Mr. Luksch paid $6,562 and $6,500 of principal during each of the 2013 and 2012 fiscal years, respectively.
SECTION 16(A)16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our Directors and executive officers, and persons who ownare the beneficial owners of more than ten percent of our Common Stock, to file with the SEC, and the NYSE MKT, initial reports of ownership and reports of changes in ownership of Common StockStock. Such Directors, executive officers and our other equity securities. Officers, Directors and greater than ten percent stockholders (collectively, “Reporting Persons”“Reporting Persons”) are additionally required to furnish us with copies of all Section 16(a) forms they file.
To our knowledge, based solely on review of the copies of such reports furnished to us or written representations that no reports were required with respect to fiscal year 2013,2017, we believe that all Section 16(a) filing requirements applicable to Reporting Persons were complied with on a timely basis during 2013.2017, except that Carol M. Pallé, who became the beneficial owner of more than 10% of the Company’s common stock failed to file a Form 3 regarding that beneficial ownership and Form 4 to report changes in her beneficial ownership.
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STOCKHOLDER PROPOSALS
Stockholder Proposals for Inclusion in the 2019 Proxy Statement
Any stockholder who, in accordance with Exchange Act Rule 14a-8, wishes to present a proposal for inclusion in the proxy materials to be distributed in connection with our 2019 annual meeting of stockholders must submit the proposal so that it is received by our Chief Financial Officer at our principal executive office, One Jake Brown Road, Old Bridge, New Jersey 08857, on or before January 25, 2019 and must comply in all other respects with applicable SEC rules, including Securities Exchange Act Rule 14a-8. If the date of the 2019 annual meeting is changed by more than 30 days from the date of the 2018 annual meeting, then the deadline for receipt of the proposal would be a reasonable time before we begin to print and send our proxy materials.
Director Nominations atfor the 2019 Annual Meeting
Our Bylaws require advanced notice of any stockholder proposal for nomination for the election of a Director. Notice of any such stockholder proposal must be received by our Corporate Secretary at our principal executive office, One Jake Brown Road, Old Bridge, New Jersey 08857 not less than sixty (60)60 days prior to the date of the scheduled annual meeting, regardless of any postponement, deferrals or adjournments of that meeting to a later date, provided, however, that if less than seventy (70)70 days’ notice of the date of the scheduled annual meeting is given, then to be timely, such notice must be received not later than the close of business on the tenth (1010th) day following the earlier of the date notice of the scheduled annual meeting was mailed or the date of public disclosure of the annual meeting date. Accordingly, anyIn addition to meeting the submission deadline, the stockholder who wished tomust also have a Director nomination considered at the 2014 Annual Meeting must have delivered notice to the Secretary no later than the close of business on March 22, 2014. Any proposal received after that date is considered untimely.
Other Proposals for 2019 Annual Meeting
Our Bylaws require advanced notice of the SEC, including Rule 14a-8any stockholder proposal for other business to be proposed for action at our annual meetings. Notice of the Exchange Act. Stockholder proposals shouldany such stockholder proposal must be sent toreceived by our Chief Financial OfficerCorporate Secretary at our principal executive office, One Jake Brown Road, Old Bridge, New Jersey 08857.
ANNUAL REPORT ON FORM 10-K
A COPY OF OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 20132017 ACCOMPANIES THIS PROXY STATEMENT. WE WILL FURNISH TO EACH PERSON WHOSE PROXY IS BEING SOLICITED, UPON WRITTEN REQUEST, ANY EXHIBIT DESCRIBED IN THE LIST ACCOMPANYING THE FORM 10-K, UPON THE PAYMENT, IN ADVANCE, OF REASONABLE FEES RELATED TO OUR FURNISHING SUCH EXHIBIT(S). REQUESTS FOR COPIES OF SUCH EXHIBIT(S) SHOULD BE DIRECTED TO OUR CHIEF FINANCIAL OFFICER AT OUR PRINCIPAL ADDRESS AS SHOWN ON THE COVER PAGE OF THIS PROXY STATEMENT.
By Order of the Board of Directors | |
Robert J. Pallé | |
Chief Executive Officer |
Date: April 21, 2014
Old Bridge, New Jersey
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APPENDIX A
AMENDMENT No. 2
BLONDER TONGUE LABORATORIES, INC.
2016 EMPLOYEE EQUITY INCENTIVE PLAN
This Amendment No. 2 (“Amendment”) to Blonder Tongue Laboratories, Inc. 20052016 Employee Equity Incentive Plan (the “Plan”) is to promote the successhas been adopted and enhance the value of Blonder Tongue Laboratories, Inc. (the “Company”)approved by linking the personal interests of key employees of the Company and its subsidiaries to those of Company stockholders and by providing such individuals with an incentive for outstanding performance in order to generate superior returns to stockholders of the Company. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of key employees upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent. For purposes of this Plan, “Company” shall be deemed to include direct and indirect subsidiaries of Blonder Tongue Laboratories, Inc., unless the context requires otherwise.
By this Amendment, the meaningoriginal text of Section 162(m)5.1 (NUMBER OF SHARES) of the Code.
“5.1 NUMBER OF COMMITTEE
All other key employees of the Company, as determined by the Committee.
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APPENDIX B
AMENDMENT
to in this Article, the Committee may, in its absolute discretion, make such adjustments in the number and class of shares subject to Awards outstanding on the date on which such change occurs and in the per share exercise price of each Award as the Committee may consider appropriate to prevent dilution or enlargement of rights.
BLONDER TONGUE LABORATORIES, INC.
AMENDED AND RESTATED 2005 DIRECTOREMPLOYEE EQUITY INCENTIVE PLAN
This Amendment (“Amendment”) to Blonder Tongue Laboratories, Inc. Amended and Restated 2005 DirectorEmployee Equity Incentive Plan (the “Plan”) is to promote the successhas been adopted and enhance the value of Blonder Tongue Laboratories, Inc. (the “Company”)approved by linking the personal interests of non-employee directors of the Company to those of Company shareholders and by providing such individuals with an incentive for outstanding performance in order to generate superior returns to shareholders of the Company. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of non-employee directors upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent.
By this Amendment, the original text of any given date, (i) if the Stock is traded on the over-the-counter market, the mean averageSection 5.1 (NUMBER OF SHARES) of the bid and the asked prices for the Stock at the close of trading on that date, or if that day is not a trading day on the trading day immediately preceding such day; (ii) if the Stock is listed on a national securities exchange, the mean average of the high and low selling prices of the Stock on the composite tape on that date, or if that day in not a trading day on the trading day immediately preceding such given date; and (iii) if the Stock is neither traded on the over-the-counter market nor listed on a national securities exchange, such value as the Board, in good faith, shall determine.
“5.1 NUMBER OF SHARES. One Million, Two Hundred Eighteen Thousand, Two Hundred and discretion to:
All other provisions of the Plan shall remain unchanged and in full force and effect.
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BLONDER TONGUE LABORATORIES, INC.
One Jake Brown Road
Old Bridge, NJ 08857
PROXY CARD FOR ANNUAL MEETING OF STOCKHOLDERS
June 26, 2018
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The Undersigned hereby appoints Eric Skolnik and Steven L. Shea, and either of them (with full power to act alone), as Proxies of the Board may, from timeundersigned, each with the power to time, select from amongappoint his substitute, and hereby authorizes them to vote, as designated on this Proxy Card, all eligible individuals those to whom Awards shall be granted and shall determineshares of Common Stock of Blonder Tongue Laboratories, Inc. held of record by the nature and amountundersigned on the record date of each Award. No individual shall have any rightApril 30, 2017, at the Annual Meeting of Stockholders to be granted an Award under this Plan.
(Continued and to the extent permitted by applicable law, delivering the Participant’s note payable to the Company over such period of time, at such rate of interest and in form and substance satisfactory to the Board, (ii) transferring shares of Stock previously acquired by the Participant, (iii) directing the Company to withhold that number of shares of Stock acquired upon exercise having an aggregate Fair Market Value as of the date of exercise equal to the Option’s exercise price, or the applicable portion of the Option’s exercise price if the Option is not exercised in full, (iv) an open market broker-assisted sale transaction pursuant to which the Company is promptly delivered the amount of proceeds necessary to satisfy the exercise price, (v) a combination of the methods described above, or (vi) such other method as may be approved by the Board and set forth in the Award Agreement.
9.1 GRANT OF STOCK. The Board is authorized to grant Unrestricted Stock Awards and Restricted Stock Awards to Participants in such amounts and subject to such terms and conditions as determined by the Board. All such Awards shall be evidenced by an Award Agreement.
BLONDER TONGUE LABORATORIES, INCINC..
June 26, 2018
Important Notice Regarding the Availability of Proxy Materials
for the Stockholder Meeting to be Held on May 21, 2014
The proxy statementProxy Statement and annual reportAnnual Report to shareholdersStockholders are available at:
http://www.astproxyportal.com/ast/07796
Please date, sign date and mail
your Proxy Card in the
envelope provided as soon
as possible.
âPlease detach along perforated line and mail in the envelope provided.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL NOMINEES” FOR THE ELECTION OF DIRECTORS AND “FOR” PROPOSALS 2, 3 AND 4. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE: ☒ |
1 | ||||||||||||||
FOR | AGAINST | ABSTAIN | ||||||||||||
☐ FOR ALL NOMINEES | NOMINEES: | 2 | Approval of Amendment to 2016 Employee Equity Incentive Plan. | ☐ | ☐ | ☐ | ||||||||
☐ WITHHOLD AUTHORITY | ¡ Robert J. Pallé | |||||||||||||
FOR ALL NOMINEES | ¡ Gary P. Scharmett | 3 | Approval of Amendment to Amended and | ☐ | ||||||||||
☐ FOR ALL EXCEPT | ||||||||||||||
(See | ||||||||||||||
4 | Proposal to ratify the appointment of Marcum LLP as the independent registered public | ☐ | ||||||||||||
INSTRUCTION: To withhold authority to vote shown here:l | This | |||||||||||||
In their discretion, the Proxies are authorized to vote upon such other matters | ||||||||||||||
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account | ||||||||||
Signature of Stockholder | Date: | Signature of Stockholder | Date: |
| Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |