June 14, 2019
Dear Park Shareholder,
This year, in addition to the customary election of directors, advisory approval ofCompany’s named executive officers’ compensation and ratification ofofficers;
At our Annual Meeting, we plan to review and discuss recent developments and items of interest related to Park’s aerospace business. We also will be available to answer questions and inquiries about our business and business activities.
We hope to see you at the Annual Meeting.
Sincerely,
Brian E. ShoreChairman and Chief Executive Officer
PARK ELECTROCHEMICAL CORP.48 South Service RoadMelville, New York 11747
Notice ofmay provide a venue for an in-person Annual Meeting, of Shareholders
July 16, 2019
The Annual Meeting of Shareholders of PARK ELECTROCHEMICAL CORP. (the “Company”) will be heldin addition to virtual participation. In that case, we would notify our shareholders in advance on the Company’s web site at www.parkaerospace.com under the offices ofcaption “Shareholders” and by issuing a press release and filing it as additional proxy material with the Company, 48 South Service Road, Melville, New York on Tuesday, July 16, 2019 at 11:00 A.M., New York time, for the following purposes:
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Securities and Exchange Commission.
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ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. WHETHER OR NOT YOU EXPECT TO BE PRESENT IN PERSON, PLEASE DATE AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY TO THE COMPANY IN THE ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
P R O X Y S T A T E M E N T
Annual Meeting of Shareholders
July 16, 2019
This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (the “Board”) of Park ElectrochemicalAerospace Corp. (the “Company”) of proxies with respect to the Annual Meeting of Shareholders of the Company to be held on July 16, 2019,21, 2020, and any adjournment or postponement thereof (the “Meeting”). Any shareholder of record giving a proxy (the form for which is enclosed with this Proxy Statement) has the power to revoke it at any time before it is voted by (i) delivering written notice of revocation bearing a later date than the proxy to the SecretaryGeneral Counsel of the Company, (ii) submitting a later-dated proxy or (iii) virtually attending the Meeting and voting in person.online. A beneficial owner (an owner who is not a shareholder of record) will receive a voting instruction form from such owner’s bank, broker or other nominee. To revoke any prior instruction, a beneficial owner should contact such owner’s bank, broker or other nominee in the time period specified in the voting instruction form, which will be at least prior to the time such bank, broker or other nominee exercises the voting instruction.
Driving directions can5, 2020.
www.parkaerospace.com under the caption “Shareholders” and by issuing a press release and filing it as additional proxy material with the Securities and Exchange Commission.
21, 2020:
STOCK OWNERSHIP
Name and Address of Beneficial Owner | | | Amount and Nature of Beneficial Ownership | | | Percent of Class | | ||||||
BlackRock, Inc. 55 East New York, NY 10055 |
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| | | 3,064,920(a) | | | | | | 15.0% | | |
Renaissance Technologies LLC 800 Third Avenue New York, NY 10022 | | | | | 1,517,397(b) | | | | | | 7.5% | | |
The Vanguard Group, Inc. 100 Vanguard Boulevard Malvern, PA 19355 |
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| | | 1,391,136(c) | | | | | | 6.8% | | |
Raging Capital Management, LLC William C. Martin Ten Princeton Avenue P.O. Box 228 Rocky Hill, NJ 08553 |
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| | | 1,262,838(d) | | | | | | 6.2% | | |
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Brian E. Shore c/o Park |
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| | | 1,182,890(e) | | | | | | 5.8% | | |
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Dimensional Fund Advisors LP Building One 6300 Bee Cave Road Austin, TX 78746 |
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| | | 1,182,476(f) | | | | | | 5.8% | | |
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Name of Beneficial Owner | | | Amount and Nature of Beneficial Ownership | | | Percent of Class | | ||||||
Dale Blanchfield |
| | | | 17,875(a) | | | | | | * | | |
Emily J. Groehl |
| | | | 20,384(b) | | | | | | * | | |
Brian E. Shore |
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| | | 1,182,890(c) | | | | | | 5.8% | | |
Carl W. Smith |
| | | | 12,375(d) | | | | | | * | | |
Steven T. Warshaw |
| | | | 20,375(e) | | | | | | * | | |
Mark A. Esquivel | | | | | 31,875(f) | | | | | | * | | |
P. Matthew Farabaugh |
| | | | 42,285(g) | | | | | | * | | |
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| | | | 24,500(h) | | | | | | * | | |
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| | | | 4,750(i) | | | | | | * | | |
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All directors and executive officers as a group |
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| | | 1,357,309(j) | | | | | | 6.7% | | |
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PROPOSAL NO. 1 -— ELECTION OF DIRECTORS
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Each of the nominees is presently a member of the Board.
Name | Positions with the Company | Age | Director |
Dale Blanchfield | Director | 81 | 2004 |
Emily J. Groehl | Director | 72 | 2010 |
Brian E. Shore | Director, Chairman of the Board and Chief Executive Officer | 67 | 1983 |
Carl W. Smith | Director | 71 | 2015 |
Steven T. Warshaw | Director | 70 | 2004 |
Name | | | Positions with the Company | | | Age | | | Director Since | |
Dale Blanchfield | | | Director | | | 82 | | | 2004 | |
Emily J. Groehl | | | Director | | | 73 | | | 2010 | |
Brian E. Shore | | | Director, Chairman of the Board and Chief Executive Officer | | | 68 | | | 1983 | |
Carl W. Smith | | | Director | | | 72 | | | 2015 | |
Steven T. Warshaw | | | Director | | | 71 | | | 2004 | |
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the benefits of management’s perspectives on the Company’s business. In addition, having the Chief Executive Officer, and Mr. Shore in particular, on the Board provides the Company with decisive and effective leadership.
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and accounting matters, evaluating financial results and overseeing
Warshaw.
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The Company has a Compensation Committee and a Stock Option Committee each currently consisting of Dale Blanchfield, Carl W. Smith and Steven T. Warshaw. Mr. Blanchfield is Chair of the Compensation Committee, and Mr. Smith is Chair of the Stock Option Committee. Each member of the Compensation and Stock Option Committees is “independent” as required by and as defined in the compensation committee independence standards of the New York Stock Exchange. The functions of the Compensation and Stock Option Committees are set forth in written charters of such Committees adopted by the Board, and such functions are described elsewhere in this Proxy Statement under the caption “Executive Officer Compensation –— Compensation Discussion and Analysis –— Board Process”.
11590.
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manage risk. In some cases, as with risks of new technology and risks related to product acceptance, risk oversight is addressed as part of the Board’s oversight of business and strategic developments. In other cases, a Board committee is responsible for oversight of specific risk topics. The Audit Committee oversees issues related to internal control over financial reporting, the Compensation Committee reviews risks that may be implicated by the Company’s compensation programs, as discussed below, and the Corporate Governance Committee oversees risks related to governance policies and practices. The Board and Board committees generally discuss relevant risks and risk control; and the Board members assess and oversee the risks as a part of their review of the related business, financial, or other activities of the Company. In addition, the Board receives presentations during the year from management regarding specific potential risks and trends as necessary. At each Board meeting, the Chief Executive Officer addresses matters of particular importance or concern, including any significant areas of risk requiring Board attention. The Board believes that the practices described above, and the current leadership structure, facilitate effective Board oversight of the Company’s significant risks.
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Director Compensation
As previously reported by the Company, each of the aforementioned non-employee directors voluntarily reduced the director’s annual fee by $10,000 for the Company’s 2019 fiscal year, February 26, 2018 to March 3, 2019, and the Chairman of the Board and Chief Executive Officer, Brian E. Shore, voluntarily reduced his annual salary from $357,760 to $250,000 for the 2019 fiscal year, not as cost reduction measures but as indications and symbols of their unified and enthusiastic commitment to, and support of, the Company’s strategic evaluation of its electronics business and the other matters announced by the Company in its news release on January 4, 2018. Each non-employee director’s annual fee was restored to $22,000 for the 2020 fiscal year.
Name | Fees Earned | Option | Total | |||||||||
Dale Blanchfield | $ | 23,000 | $ | 14,105 | $ | 37,105 | ||||||
Emily J. Groehl | $ | 12,000 | $ | 14,105 | $ | 26,105 | ||||||
Carl W. Smith | $ | 16,000 | $ | 14,105 | $ | 30,105 | ||||||
Steven T. Warshaw | $ | 18,000 | $ | 14,105 | $ | 32,105 |
Name | | | Fees Earned or Paid in Cash ($) | | | Option Awards ($)(a) | | | Total ($) | | |||||||||
Dale Blanchfield | | | | $ | 33,000 | | | | | $ | 7,665 | | | | | $ | 40,665 | | |
Emily J. Groehl | | | | $ | 22,000 | | | | | $ | 7,665 | | | | | $ | 29,665 | | |
Carl W. Smith | | | | $ | 26,000 | | | | | $ | 7,665 | | | | | $ | 33,665 | | |
Steven T. Warshaw | | | | $ | 28,000 | | | | | $ | 7,665 | | | | | $ | 35,665 | | |
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The Chief Executive Officer has declined to accept the Compensation Committee’s offer of a bonus and a salary increase each year since the Company’s 2001 fiscal year, except for bonuses for the 2008 through 2014 fiscal years, which he donated in their entirety to charity. In addition, as disclosed elsewhere in this Proxy Statement and as previously reported by the Company, the Chief Executive Officer voluntarily reduced his annual salary from $357,760 to $250,000 for the 2019 fiscal year, and such reduction has continued in the 2020 fiscal year.
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each individual, any changes in functional responsibility, promotions, the significance of the individual’s position to the Company, the individual’s experience and expertise, information gathered informally as to compensation levels of comparable companies in the same geographic location as the Company and the Company’s overall results of operations.
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to, and support of, the Company’s strategic evaluation of its electronics business and the other matters announced by the Company in its news release on January 4, 2018. Each non-employee director’s annual fee was restored to $22,000 for the 2020 fiscal year, but the Chief Executive Officer’s voluntary salary reduction has continuedyear. As stated in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on March 10, 2020, Mr. Shore’s voluntary reduction of his annual salary in the 2021 fiscal year.
year was intended to pay for the portion of the increase, in such fiscal year, to the cost of the Company’s medical insurance plan which otherwise would need to be paid for by the Company’s employees through increases to their weekly medical insurance plan contributions. Mr. Shore did not want the Company’s employees to pay more for their medical insurance coverage.
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value of the Company’s Common Stock on a date other than the grant date. Pursuant to the terms of the Company’s 2002 Stock Option Plan, which was approved by the shareholders of the Company at the Annual Meeting of Shareholders held on July 17, 2002 and which terminated on May 21, 2018, and the 2018 Stock Option Plan, which was approved by the shareholders of the Company at the Annual Meeting of Shareholders held on July 24, 2018, the purchase price of the Common Stock under each stock option granted by the Company is no less than the fair market value of the Common Stock at the time of grant, which, pursuant to the terms of such Plans, is the reported closing price of the Common Stock on the New York Stock Exchange on the date preceding the date the option is granted.
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Perquisites and Other Benefits. The only perquisites for senior managers are the provision of automobiles leased or owned by the Company to certain executive officers and other members of management.
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Shareholder Vote on Executive Compensation. The Company has considered the results of the most recent shareholder advisory vote on executive compensation required by the Securities and Exchange Commission’s proxy rules in determining its compensation policies and decisions. In light of the high level of support the proposal to approve the compensation of the named executive officers received at the July 24, 201816, 2019 Annual Meeting and at prior Annual Meetings, the Company’s compensation policies and decisions, explained in detail in this “Compensation Discussion and Analysis”, continue to be designed to focus on pay for performance and to align the long-term interests of the Company’s executive officers with the long-term interests of the Company’s shareholders. The Company will include a shareholder vote on executive compensation in its proxy materials each year until the next required vote on the frequency of shareholder votes on executive compensation or until the Company’s Board of Directors otherwise determines that a different frequency is in the best interests of the Company and its shareholders.
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Name and Principal Position | Year(a) | Salary | Bonus(b) | Option Awards(c) | All Other Compensation(d),(e) | Total | ||||||||||||||||
Brian E. Shore | 2019 | $ | 254,808 | $ | 0 | $ | 100,750 | $ | — | $ | 355,558 | |||||||||||
2018 | 357,760 | 0 | 0 | 0 | 357,760 | |||||||||||||||||
2017 | 357,760 | 0 | 0 | 0 | 357,760 | |||||||||||||||||
P. Matthew Farabaugh | 2019 | 203,846 | 72,500 | 32,240 | — | 308,586 | ||||||||||||||||
2018 | 200,000 | 0 | 0 | 0 | 200,000 | |||||||||||||||||
2017 | 200,000 | 0 | 0 | 0 | 200,000 | |||||||||||||||||
Christopher T. Mastrogiacomo | 2019 | 280,557 | 365,730 | 0 | — | 646,287 | ||||||||||||||||
2018 | 365,730 | 0 | 0 | 0 | 365,730 | |||||||||||||||||
2017 | 365,626 | 0 | 0 | 0 | 365,626 | |||||||||||||||||
Mark A. Esquivel | 2019 | 194,970 | 90,000 | 60,450 | — | 345,420 | ||||||||||||||||
2018 | 177,265 | 0 | 0 | 0 | 177,265 | |||||||||||||||||
2017 | 177,265 | 10,000 | 0 | 0 | 187,265 | |||||||||||||||||
Stephen E. Gilhuley | 2019 | 237,958 | 72,500 | 0 | — | 310,458 | ||||||||||||||||
2018 | 233,468 | 0 | 0 | 0 | 233,468 | |||||||||||||||||
2017 | 233,402 | 0 | 0 | 0 | 233,402 | |||||||||||||||||
Constantine Petropoulos | 2019 | 313,549 | 85,000 | 40,300 | — | 438,849 | ||||||||||||||||
2018 | 307,545 | 0 | 0 | 0 | 307,545 | |||||||||||||||||
2017 | 307,457 | 0 | 0 | 0 | 307,457 |
Name and Principal Position | | | Year(a) | | | Salary | | | Bonus(b) | | | Option Awards(c) | | | All Other Compensation(d)(e) | | | Total | | ||||||||||||||||||
Brian E. Shore Chairman of the Board and Chief Executive Officer | | | | | 2020 | | | | | $ | 250,000 | | | | | $ | 0 | | | | | $ | 65,700 | | | | | $ | — | | | | | $ | 315,700 | | |
| | | 2019 | | | | | | 254,808 | | | | | | 0 | | | | | | 100,750 | | | | | | 7,007 | | | | | | 362,565 | | | ||
| | | 2018 | | | | | | 357,760 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 357,760 | | | ||
P. Matthew Farabaugh Senior Vice President and Chief Financial Officer | | | | | 2020 | | | | | | 206,000 | | | | | | 15,750 | | | | | | 17,520 | | | | | | — | | | | | | 239,270 | | |
| | | 2019 | | | | | | 203,846 | | | | | | 72,500 | | | | | | 32,240 | | | | | | 7,600 | | | | | | 316,186 | | | ||
| | | 2018 | | | | | | 200,000 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 200,000 | | | ||
Mark A. Esquivel Executive Vice President and Chief Operating Officer(f) | | | | | 2020 | | | | | | 220,000 | | | | | | 31,500 | | | | | | 54,750 | | | | | | — | | | | | | 306,250 | | |
| | | 2019 | | | | | | 194,970 | | | | | | 90,000 | | | | | | 60,450 | | | | | | 7,844 | | | | | | 353,264 | | | ||
| | | 2018 | | | | | | 177,265 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 177,265 | | | ||
Benjamin W. Shore Senior Vice President for Sales, Marketing and Business Development | | | | | 2020 | | | | | | 206,000 | | | | | | 18,000 | | | | | | 32,850 | | | | | | — | | | | | | 256,850 | | |
| | | 2019 | | | | | | 185,241 | | | | | | 85,000 | | | | | | 60,450 | | | | | | 7,436 | | | | | | 338,127 | | | ||
| | | 2018 | | | | | | 69,195 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 69,195 | | | ||
Constantine Petropoulos Senior Vice President and General Counsel | | | | | 2020 | | | | | | 316,771 | | | | | | 13,500 | | | | | | 17,520 | | | | | | — | | | | | | 347,791 | | |
| | | 2019 | | | | | | 313,549 | | | | | | 85,000 | | | | | | 40,300 | | | | | | 10,958 | | | | | | 449,717 | | | ||
| | | 2018 | | | | | | 307,545 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 307,545 | | |
Named Executive Officer | | | Discretionary Annual Bonus | | | Special Performance Bonus | | | Aggregate Bonus | | |||||||||
M. Farabaugh | | | | $ | 17,500 | | | | | $ | 55,000 | | | | | $ | 72,500 | | |
M. Esquivel | | | | $ | 35,000 | | | | | $ | 55,000 | | | | | $ | 90,000 | | |
B. Shore | | | | $ | 20,000 | | | | | $ | 65,000 | | | | | $ | 85,000 | | |
C. Petropoulos | | | | $ | 20,000 | | | | | $ | 65,000 | | | | | $ | 85,000 | | |
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Named Executive Officer | Discretionary | Special | Aggregate | |||||||||
M. Farabaugh | $ | 17,500 | $ | 55,000 | $ | 72,500 | ||||||
M. Esquivel | $ | 35,000 | $ | 55,000 | $ | 90,000 | ||||||
S. Gilhuley | $ | 17,500 | $ | 55,000 | $ | 72,500 | ||||||
C. Petropoulos | $ | 20,000 | $ | 65,000 | $ | 85,000 |
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Name | Grant | All Option Awards: | Exercise or Base | Grant Date | Grant Date Fair | |||||||||||||||
Brian E. Shore | May 7, 2019 | 25,000 | $ | 16.44 | $ | 16.16 | $ | 100,750 | ||||||||||||
P. Matthew Farabaugh | May 7, 2019 | 8,000 | 16.44 | 16.16 | $ | 32,240 | ||||||||||||||
Mark A. Esquivel | May 7, 2019 | 15,000 | 16.44 | 16.16 | $ | 60,450 | ||||||||||||||
Constantine Petropoulos | May 7, 2019 | 10,000 | 16.44 | 16.16 | $ | 40,500 |
Name | | | Grant Date(a) | | | All Option Awards: Number of Securities Underlying Options | | | Exercise or Base Price of Option Awards $(/Sh)(b) | | | Grant Date Closing Market Price(b) | | | Grant Date Fair Value of Option Awards(c) | | | ||||||||||||||
Brian E. Shore | | | 04/09/20 | | | | | 30,000 | | | | | $ | 12.58 | | | | | $ | 13.23 | | | | | $ | 65,700 | | | | | |
P. Matthew Farabaugh | | | 04/09/20 | | | | | 8,000 | | | | | | 12.58 | | | | | | 13.23 | | | | | | 17,520 | | | | | |
Mark A. Esquivel | | | 04/09/20 | | | | | 25,000 | | | | | | 12.58 | | | | | | 13.23 | | | | | | 54,750 | | | | ||
Benjamin W. Shore | | | 04/09/20 | | | | | 15,000 | | | | | | 12.58 | | | | | | 13.23 | | | | | | 32,850 | | | | ||
Constantine Petropoulos | | | 04/09/20 | | | | | 8,000 | | | | | | 12.58 | | | | | | 13.23 | | | | | | 17,520 | | | | | |
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Outstanding Equity Awards at 20192020 Fiscal Year-End
Option Awards | |||||||||||||||||
Name | Option Grant | Number of | Number of | Option | Option | ||||||||||||
Brian E. Shore | 10/14/09 | 35,000 | 0 | $ | 13.69 | 10/14/19 | |||||||||||
10/05/11 | 35,000 | 0 | 10.94 | 10/05/21 | |||||||||||||
10/24/12 | 35,000 | 0 | 13.00 | 10/24/22 | |||||||||||||
2/26/14 | 35,000 | 0 | 18.63 | 2/26/24 | |||||||||||||
3/02/15 | 30,000 | 0 | 14.46 | 3/02/25 | |||||||||||||
1/12/16 | 26,250 | 8,750 | 7.23 | 1/12/26 | |||||||||||||
5/7/19 | 0 | 25,000 | 16.44 | 5/7/29 | |||||||||||||
P. Matthew Farabaugh | 10/14/09 | 3,000 | 0 | 13.69 | 10/14/19 | ||||||||||||
10/05/11 | 5,000 | 0 | 10.94 | 10/05/21 | |||||||||||||
9/04/12 | 10,000 | 0 | 14.73 | 9/04/22 | |||||||||||||
2/26/14 | 8,000 | 0 | 18.63 | 2/26/24 | |||||||||||||
3/02/15 | 9,000 | 0 | 14.46 | 3/02/25 | |||||||||||||
1/12/16 | 7,500 | 2,500 | 7.23 | 1/12/26 | |||||||||||||
5/7/19 | 0 | 8,000 | 16.44 | 5/7/29 | |||||||||||||
Mark A. Esquivel | 10/5/11 | 2,500 | 0 | 10.94 | 10/5/2021 | ||||||||||||
9/4/12 | 2,625 | 0 | 14.73 | 9/4/2022 | |||||||||||||
2/26/14 | 3,500 | 0 | 18.63 | 2/26/2024 | |||||||||||||
3/2/15 | 4,500 | 0 | 14.46 | 3/2/2025 | |||||||||||||
1/12/16 | 11,250 | 3,750 | 7.23 | 1/12/2026 | |||||||||||||
5/7/19 | 0 | 15,000 | 16.44 | 5/7/29 | |||||||||||||
Stephen E. Gilhuley | 10/14/09 | 8,000 | 0 | 13.69 | 10/14/19 | ||||||||||||
10/05/11 | 3,000 | 0 | 10.94 | 10/05/21 | |||||||||||||
9/04/12 | 8,000 | 0 | 14.73 | 9/04/22 | |||||||||||||
2/26/14 | 11,000 | 0 | 18.63 | 2/26/24 | |||||||||||||
3/02/15 | 9,000 | 0 | 14.46 | 3/02/25 | |||||||||||||
1/12/16 | 7,500 | 2,500 | 7.23 | 1/12/26 | |||||||||||||
Constantine Petropoulos | 10/15/14 | 10,000 | 0 | 13.91 | 10/15/24 | ||||||||||||
1/12/16 | 9,000 | 3,000 | 7.23 | 1/12/26 | |||||||||||||
5/7/19 | 0 | 10,000 | 16.44 | 5/7/29 |
Name | | | Option Grant Date | | | Number of Securities Underlying Unexercised Options (#) Exercisable(a) | | | Number of Securities Underlying Unexercised Options (#) Unexercisable(a) | | | Option Exercise Price ($)(b) | | | Option Expiration Date(c) | | |||||||||||||||
Brian E. Shore | | | | | 10/05/11 | | | | | | 35,000 | | | | | | 0 | | | | | | 9.94 | | | | | | 10/05/21 | | |
| | | | | 10/24/12 | | | | | | 35,000 | | | | | | 0 | | | | | | 12.00 | | | | | | 10/24/22 | | |
| | | | | 02/26/14 | | | | | | 35,000 | | | | | | 0 | | | | | | 17.63 | | | | | | 02/26/24 | | |
| | | | | 03/02/15 | | | | | | 30,000 | | | | | | 0 | | | | | | 13.46 | | | | | | 03/02/25 | | |
| | | | | 01/12/16 | | | | | | 35,000 | | | | | | 0 | | | | | | 6.23 | | | | | | 01/12/26 | | |
| | | | | 05/07/19 | | | | | | 6,250 | | | | | | 18,750 | | | | | | 15.44 | | | | | | 05/07/29 | | |
| | | | | 04/09/20 | | | | | | 0 | | | | | | 30,000 | | | | | | 12.58 | | | | | | 04/09/30 | | |
P. Matthew Farabaugh | | | | | 09/04/12 | | | | | | 10,000 | | | | | | 0 | | | | | | 13.73 | | | | | | 09/04/22 | | |
| | | | | 02/26/14 | | | | | | 8,000 | | | | | | 0 | | | | | | 17.63 | | | | | | 02/26/24 | | |
| | | | | 03/02/15 | | | | | | 9,000 | | | | | | 0 | | | | | | 13.46 | | | | | | 03/02/25 | | |
| | | | | 01/12/16 | | | | | | 10,000 | | | | | | 0 | | | | | | 6.23 | | | | | | 01/12/26 | | |
| | | | | 05/07/19 | | | | | | 2,000 | | | | | | 6,000 | | | | | | 15.44 | | | | | | 05/07/29 | | |
| | | | | 04/09/20 | | | | | | 0 | | | | | | 8,000 | | | | | | 12.58 | | | | | | 04/09/30 | | |
Mark A. Esquivel | | | | | 10/05/11 | | | | | | 2,500 | | | | | | 0 | | | | | | 9.94 | | | | | | 10/05/21 | | |
| | | | | 09/04/12 | | | | | | 2,625 | | | | | | 0 | | | | | | 13.73 | | | | | | 09/04/22 | | |
| | | | | 02/26/14 | | | | | | 3,500 | | | | | | 0 | | | | | | 17.63 | | | | | | 02/26/24 | | |
| | | | | 03/02/15 | | | | | | 4,500 | | | | | | 0 | | | | | | 13.46 | | | | | | 03/02/25 | | |
| | | | | 01/12/16 | | | | | | 15,000 | | | | | | 0 | | | | | | 6.23 | | | | | | 01/12/26 | | |
| | | | | 05/07/19 | | | | | | 3,750 | | | | | | 11,250 | | | | | | 15.44 | | | | | | 05/07/29 | | |
| | | | | 04/09/20 | | | | | | 0 | | | | | | 25,000 | | | | | | 12.58 | | | | | | 04/09/30 | | |
Benjamin W. Shore | | | | | 05/07/19 | | | | | | 3,750 | | | | | | 11,250 | | | | | | 15.44 | | | | | | 05/07/19 | | |
| | | | | 04/09/20 | | | | | | 0 | | | | | | 15,000 | | | | | | 12.58 | | | | | | 04/09/30 | | |
Constantine Petropoulos | | | | | 10/15/14 | | | | | | 10,000 | | | | | | 0 | | | | | | 12.91 | | | | | | 10/15/24 | | |
| | | | | 01/12/16 | | | | | | 12,000 | | | | | | 0 | | | | | | 6.23 | | | | | | 01/12/26 | | |
| | | | | 05/07/19 | | | | | | 2,500 | | | | | | 7,500 | | | | | | 15.44 | | | | | | 05/07/29 | | |
| | | | | 04/09/20 | | | | | | 0 | | | | | | 8,000 | | | | | | 12.58 | | | | | | 04/09/30 | | |
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The named executive officers did not exercise any stock options during the Company’s last completed fiscal year, except Christopher T. Mastrogiacomo
22
execute a general release for the benefit of the Company and other specified persons, which became effective prior to any payment under the Retention Bonus Agreement. The Retention Bonus Agreement with the other officer was the same as the Agreement
because the exercise prices of the options are greater than the fair market values on such date.
For the 2019 fiscal year, the Company re-identified its median employee because it believed that the change in its employee population resulting from the sale of its electronics business in December 2018 could result in a significant change to its pay ratio disclosure.
23
Plan have not been determined for the 20192020 fiscal year as of the date of this Proxy Statement. With respect to the Profit Sharing Plan contribution, the annual total compensation amounts for Mr. Shore and for the median employee assume no Profit Sharing Plan contributions for the 20192020 fiscal year since no such contributions were made for the 20192020 fiscal year. If a Profit Sharing Plan contribution is made for Mr. Shore for the 20192020 fiscal year, and if such contribution has a material impact on the pay ratio, the Company will include a revised pay ratio in a Current Report on Form 8-K filed pursuant to Item 5.02(f) of such Form.
24
As described in the “Compensation Discussion and Analysis” elsewhere in this Proxy Statement, the Compensation and Stock Option Committees have developed an executive officer compensation program designed to pay for performance and to align the long-term interests of the Company’s executive officers with the long-term interests of the Company’s shareholders. The Company’s disclosure in the Compensation Discussion and Analysis and the disclosure included elsewhere in this Proxy Statement under the caption “Executive Officer Compensation” have been provided in response to the requirements of Item 402 of Regulation S-K of the SEC and explain the compensation policies under which the Company paid its named executive officers for the 20192020 fiscal year.
The Board has approved and now recommends for shareholders’ approval of an amendment of the Company’s Restated Certificate of Incorporation, dated March 28, 1989, filed with the Secretary of State of the State of New York on April 10, 1989, as amended by the Certificate of Amendment of the Certificate of Incorporation, dated July 12, 1995, filed with the Secretary of State of the State of New York on July 17, 1995, as amended by the Certificate of Amendment of the Certificate of Incorporation, dated October 10, 2000, filed with the Secretary of State of the State of New York on October 11, 2000,
25
as amended by the Certificate of Change, dated October 27, 2005, filed with the Secretary of State of the State of New York on November 4, 2005 (as so amended, the “Certificate of Incorporation”), be further amended to change the name of the Company from “Park Electrochemical Corp.” to “Park Aerospace Corp.” (the “Name Change”). The text of the proposed amendment of the Company’s Certificate of Incorporation is set forth in Appendix A to this Proxy Statement.
On December 4, 2018, the Company completed the previously announced sale (the “Sale”) of its digital and radio frequency/microwave printed circuit materials business (the “Electronics Business”), including manufacturing facilities in Singapore, France, Arizona and California and R&D facilities in Arizona and Singapore, to AGC Inc., a Japanese corporation (the “Buyer”) for an aggregate purchase price of $145 million in cash. As a result of the Sale, the Company no longer operates an Electronics Business, and is now an Aerospace Company which develops and manufactures solution and hot-melt advanced composite materials used to produce composite structures for the global aerospace markets. As a result, the current name of Park Electrochemical Corp. no longer accurately reflects the operations of the Company, whereas the proposed name change better reflects such operations.
The Name Change proposal, if approved by the Company’s shareholders, would have the effect of changing the legal name of the Company. If the Name Change is not approved, the Company’s legal name will continue to be Park Electrochemical Corp.
The Name Change will not affect the status of the Company or the rights of any shareholder in any respect, or the transferability of stock certificates presently outstanding. The currently outstanding share certificates evidencing shares of the Company’s securities bearing the name Park Electrochemical Corp. will continue to be valid and represent shares of Park Aerospace Corp. following the name change. In the future, new share certificates will be issued bearing the new name, but this in no way will affect the validity of shareholders’ current share certificates.
If the Name Change proposal is approved by the shareholders, the Name Change will become effective upon the filing of the Certificate of Amendment of the Certificate of Incorporation with the State of New York Department of State. The Company intends to file the Certificate of Amendment promptly after the shareholders approve the Name Change.
The text of the proposed Certificate of Amendment of the Certificate of Incorporation is attached as Appendix A to this Proxy Statement.
Vote Required
Approval of the Name Change requires the affirmative vote of the holders of a majority of all outstanding shares entitled to vote in person or by proxy on this proposal at the Meeting.
The Board recommends that shareholders vote “FOR” approval of the Name Change, as disclosed in this Proxy Statement. Proxies will be voted in accordance with their terms and, in the absence of contrary instructions, for the approval of the Name Change.
PROPOSAL NO. 4 -— RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 20202021 FISCAL YEAR
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without the approval or ratification of the Company’s shareholders whenever the Audit Committee considers such termination to be appropriate. A representative of CohnReznick LLP is expected to be virtually present at the Meeting and will have an opportunity to make a statement if such representative so desires and will be available to respond to appropriate questions.
| | | 2020 | | | 2019 | | ||||||
Audit Fees(a) | | | | $ | 281,752 | | | | | $ | 484,000 | | |
Audit-Related Fees(b) | | | | | 14,000 | | | | | | 14,000 | | |
Tax Fees | | | | | 0 | | | | | | 0 | | |
All Other Fees | | | | | 0 | | | | | | 0 | | |
| | | | $ | 295,752 | | | | | $ | 498,000 | | |
2019 | 2018 | |||||||
Audit Fees(a) | $ | 484,000 | $ | 484,000 | ||||
Audit-Related Fees(b) | 14,000 | 14,000 | ||||||
Tax Fees | 0 | 0 | ||||||
All Other Fees | 0 | 0 | ||||||
$ | 498,000 | $ | 498,000 |
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by April 17, 2020.May 1, 2021. The Company’s By-Laws require that proposals of shareholders made outside of Rule 14a-8 under the Exchange Act must be submitted, in accordance with the requirements of the By-Laws, not later than April 17, 202022, 2021 and not earlier than March 18, 2020.
23, 2021.
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Based upon the review and discussions described in this Report, and subject to the limitations on the role and responsibilities of the Audit Committee referred to above and in the Charter, the Audit Committee has recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 3, 20191, 2020 for filing with the Securities and Exchange Commission.
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23, 2021.
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Committee does not have a diversity policy, it considers diversity of knowledge, skills, professional experience, education and background in industries relevant to the Company as factors as it evaluates director candidates.
11590.
30
The Board has adopted a Code of Ethics for the Company’s Chief Executive Officer, Chief Financial Officer and Controller and, as required by rules of the New York Stock Exchange, a Code of Business Conduct and Ethics for the Company’s directors, officers and employees. Substantially all of the matters required to be addressed in the Code of Ethics and Code of Business Conduct and Ethics have been addressed
11590.
Plan Category | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) | | | Weighted- average exercise price of outstanding options, warrants and rights (2) | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (1))(b) (3) | | |||||||||
Equity compensation plans approved by security holders(a) | | | | | 510,634 | | | | | $ | 12.45 | | | | | | 692,100 | | |
Equity compensation plans not approved by security holders(a) | | | | | -0- | | | | | | -0- | | | | | | -0- | | |
Total | | | | | 510,634 | | | | | $ | 12.45 | | | | | | 692,100 | | |
By Order | |
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Appendix A
CERTIFICATE OF AMENDMENT
of the
CERTIFICATE OF INCORPORATION
of
PARK ELECTROCHEMICAL CORP.
(Under Section 805 of the Business Corporation Law)
FIRST.Board of Directors,
Constantine Petropoulos
Senior Vice President & General Counsel
SECOND. The date of filingcompensation of the certificatenamed executive officers.For Against Abstain3. Ratification of incorporation withappointment of CohnReznick LLP as the DepartmentCompany’s independent registered public accounting firm for the fiscal year ending February 28, 2021.For Against Abstain4. The transaction of State is: March 31, 1954.
THIRD. The amendment effectedsuch other business as may properly come before the meeting.B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign BelowPlease date and sign exactly as name appears hereon. Executors, administrators, trustees, etc. should so indicate when signing. If shares are held jointly, both owners should sign.Date (mm/dd/yyyy) — Please print date below.Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.039VGC1 U P X +
Paragraph Firstthem, the attorneys and proxies of the Certificateundersigned, with full power of Incorporation relatingsubstitution, to attend the nameAnnual Meeting of Shareholders of PARK AEROSPACE CORP. (the “Company”) to be held virtually on July 21, 2020 at 11:00 A.M., EDT, and any adjournments or postponements thereof, to vote all the shares of Common Stock of the corporation is amended in its entirety as follows:
“First: The name ofCompany which the corporation is Park Aerospace Corp.”
FOURTH. The certificate of amendment was authorized by:
X The vote of the board of directors followed by a vote of a majority of all outstanding sharesundersigned would be entitled to vote thereon at a meetingif personally present upon the proposals described
__ The votethis proxy card.The validity of this proxy is governed by the New York Business Corporation Law.The undersigned hereby acknowledges receipt of the boardCompany’s Annual Report on Form 10-K for the fiscal year ended March 1, 2020 and the accompanying Notice of directors followed by the unanimous written consentMeeting and Proxy Statement and hereby revokes any proxy or proxies heretofore given.EACH PROPERLY EXECUTED PROXY WILL BE VOTED IN ACCORDANCE WITH SPECIFICATIONS MADE HEREON. IF NO SPECIFICATION IS MADE, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED “FOR” PROPOSALS 1, 2 AND 3, AND IN THE DISCRETION OF THE PROXIES ON ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.C Non-Voting ItemsPLEASE ACT PROMPTLYSIGN, DATE & MAIL PROXY CARD TODAYChange of the holders of all outstanding shares.
A-1
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