UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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IDT Corporation
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520 Broad Street
Newark, New Jersey 07102
(973) 438-1000
TIME AND DATE: | 10:30 a.m., local time, on Monday, December 15, 2014 | |||||||||
PLACE: | Hampton Inn & Suites Newark Riverwalk Hotel, 100 Passaic Ave, Harrison, New Jersey 07029 | |||||||||
ITEMS OF BUSINESS: | 1. | To elect five directors, each for a term of one year. | ||||||||
2. | To adopt the IDT Corporation 2015 Stock Option and Incentive Plan. | |||||||||
3. | To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the Fiscal Year ending July 31, 2015. | |||||||||
4. | To transact other business as may properly come before the Annual Meeting and any adjournment or postponement thereof. | |||||||||
RECORD DATE: | You can vote if you were a stockholder of record on October 21, 2014. | |||||||||
PROXY VOTING: | You can vote either in person at the Annual Meeting or by proxy without attending the meeting. See details under the heading “How do I Vote?” | |||||||||
ANNUAL MEETING ADMISSION: | If you are a stockholder of record, a form of personal photo identification must be presented in order to be admitted to the Annual Meeting. If your shares are held in the name of a bank, broker or other holder of record, you must bring a brokerage statement or other written proof of ownership as of October 21, 2014 with you to the Annual Meeting, as well as a form of personal photo identification. | |||||||||
ANNUAL MEETING DIRECTIONS: | You may request directions to the annual meeting via email at invest@idt.net or by calling IDT Investor Relations at (973) 438-3838. |
IDT CORPORATION STOCKHOLDERS MEETING TO BE HELD ON DECEMBER 15, 2014:
The Notice of Annual Meeting and Proxy Statement and the 2014 Annual Report are available at:
www.idt.net/ir
BY ORDER OF THE BOARD OF DIRECTORS | ||||||
Joyce Mason | ||||||
Executive Vice President, General Counsel and Corporate Secretary |
October 31, 2014
520 Broad Street
Newark, New Jersey 07102
(973) 438-1000
n | Obscene materials; |
n | Unsolicited marketing or advertising material or mass mailings; |
n | Unsolicited newsletters, newspapers, magazines, books and publications; |
n | Surveys and questionnaires; |
n | Resumes and other forms of job inquiries; |
n | Requests for business contacts or referrals; |
n | Material that is threatening or illegal; or |
n | Any communications or materials that are not in writing. |
n | In addition, the Corporate Secretary may handle in her discretion any director communication that can be described as an “ordinary business matter.” Such matters include the following: |
n | Routine questions, service and product complaints and comments that can be appropriately addressed by management; and |
n | Routine invoices, bills, account statements and related communications that can be appropriately addressed by management. |
Name | Dates of Board Service During Fiscal 2014 | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($)(6) | Total ($) | |||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Lawrence E. Bathgate II | 08/01/2013–12/16/2013 | $ | 50,000 | (1) | $ | 0 | $ | 0 | $ | 50,000 | ||||||||||||
Michael Chenkin | 10/29/2013–07/31/2014 | $ | 25,000 | (2) | $ | 117,978 | (5) | $ | 2,422 | $ | 145,400 | |||||||||||
Eric F. Cosentino | 08/01/2013–07/31/2014 | $ | 100,000 | (3) | $ | 71,840 | (6) | $ | 940 | $ | 172,780 | |||||||||||
Judah Schorr | 08/01/2013–07/31/2014 | $ | 75,000 | (4) | $ | 71,840 | (7) | $ | 1,360 | $ | 148,200 |
(1) | Consists of (a) $25,000, which represents the portion of the calendar 2013 annual Board of Directors retainer paid for Fiscal 2014 and (b) $25,000 which represents Board Committee Fees for the period from August 1, 2013 – December 31, 2013. |
(2) | Represents annual Board of Directors retainer for the period January 1, 2014 to June 30, 2014. |
(3) | Consists of (a) $25,000, which represents the portion of the calendar 2013 annual Board of Directors retainer paid for Fiscal 2014, (b) $25,000, which represents Board Committee Fees for the period from August 1, 2013 – December 31, 2013, (c) $25,000, which represents annual Board of Directors retainer for the period January 1, 2014 to June 30, 2014; and (d) $25,000, which represents the Lead Independent Director Fee for the period January 1, 2014 (when such fee was instituted) to June 30, 2014. |
(4) | Consists of (a) $25,000, which represents the portion of the calendar 2013 annual Board of Directors retainer paid for Fiscal 2014, (b) $25,000, which represents Board Committee Fees for the period from August 1, 2013 – December 31, 2013 and (c) 25,000, which represents annual Board of Directors retainer for the period January 1, 2014 (when such fee was instituted) to June 30, 2014. |
(5) | Represents (a) the grant date fair value of an award of 2,083 shares of the Company’s Class B common Stock on October 29, 2013 computed in accordance with FASB ACS Topic 718R, as Mr. Chenkin was elected in October 2013, and (b) the grant date fair value of an award of 4,000 shares of the Company’s Class B Common stock on January 6, 2014 computed in accordance with FASB ACS Topic 718R. |
(6) | Represents the grant date fair value of an award of 4,000 shares of the Company’s Class B Common stock on January 6, 2014 computed in accordance with FASB ACS Topic 718R. |
(7) | Represents dividends paid during Fiscal 2014 on shares of vested Class B Common Stock that were granted to the non-employee directors during Fiscal 2014. |
Name | Class B Common Stock | |||||
---|---|---|---|---|---|---|
Michael Chenkin | 6,083 | |||||
Eric F. Cosentino | 1,532 | |||||
Judah Schorr | 51,287 |
Executive Officer of which is Davidi Jonas, son of Howard S. Jonas. The services include, but are not limited to, services relating to human resources, finance, accounting, tax, facilities, investor relations and legal. SPCI paid IDT a total of $649,812 for services provided by IDT pursuant to the SPCI TSA during Fiscal 2014. As of July 31, 2014, SPCI owed IDT $79,065 for services provided under the SPCI TSA.
Name | Number of Shares of Class B Common Stock | Percentage of Ownership of Class B Common Stock | Percentage of Aggregate Voting Power&dgr; | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Howard S. Jonas | 4,377,917 | (1) | 18.9 | % | 72.7 | %(2) | ||||||||
520 Broad Street Newark, NJ 07102 | ||||||||||||||
Shmuel Jonas | 107,375 | (3) | * | * | ||||||||||
Marcelo Fischer | 47,597 | (4) | * | * | ||||||||||
Bill Pereira | 53,186 | (5) | * | * | ||||||||||
Menachem Ash | 18,496 | (6) | * | * | ||||||||||
Michael Chenkin | 6,083 | * | * | |||||||||||
Eric F. Cosentino | 1,532 | * | * | |||||||||||
Judah Schorr | 51,287 | * | * | |||||||||||
All directors, Named Executive Officers and other executive officers as a group (10) persons) | 4,741,922 | (7) | 20.4 | %(8) | 73.1 | % |
* | Less than 1%. |
d | Voting power represents combined voting power of Class A Common Stock (three votes per share) and Class B Common Stock (one-tenth of one vote per share). Excludes stock options. |
(1) | Consists of an aggregate of: (a) 1,574,326 shares of Class A Common Stock held by Howard Jonas directly; and (b) 2,803,586 shares of Class B Common Stock, consisting of: (i) 257,757 shares held by Howard Jonas directly; (ii) an aggregate of 7,780 shares held in custodial accounts for the benefit of certain children of Howard Jonas (of which Howard Jonas is the custodian); (iii) 1,462,168 shares owned by the Howard S. Jonas 2009 Annuity Trust II; (iv) 1,031,026 shares owned by the Howard S. Jonas 2014 Annuity Trust; (v) 42,414 unvested restricted shares held by Howard Jonas directly; and (vi) 2,641 shares held by Howard Jonas in his 401(k) plan account as of September 30, 2014. Howard Jonas, with his wife Deborah Jonas, is the co-trustee of the Howard S. Jonas 2009 Annuity Trust II. Howard Jonas is the trustee of the Howard S. Jonas 2014 Annuity Trust. The foregoing does not include 197,641 shares of Class B Common Stock owned by the Jonas Foundation and 248,433 shares of Class B Common Stock owned by the Howard S. and Deborah Jonas Foundation, Inc., as Howard Jonas does not beneficially own these shares. The foregoing also does not include an aggregate of 1,502,619 shares of Class B Common Stock beneficially owned by trusts for the benefit of children of Howard Jonas, as Howard Jonas does not exercise or share voting or investment control of these shares. |
(2) | Howard Jonas entered into a voting agreement with the Company, dated December 2, 2010, pursuant to which Howard Jonas agreed to refrain from voting any shares that Howard Jonas controls that represent more than 76.1% of the combined voting power of the Company’s outstanding capital stock. |
(3) | Consists of (a) 72,129 restricted shares of Class B Common Stock, (b) 33,690 shares of Class B Common Stock owned directly, and (c) 1,556 shares of Class B Common Stock owned by Shmuel Jonas’ wife. |
(4) | Consists of (a) 15,000 shares of restricted Class B Common Stock, (b) 2,042 shares of Class B Common Stock held by Mr. Fischer in his 401(k) plan account as of September 30, 2014, and (c) 30,555 shares of Class B Common Stock of the Company issuable upon the exercise of stock options exercisable within 60 days. |
(5) | Consists of (a) 24,839 shares of Class B Common Stock held directly, (b) 8,333 shares of restricted Class B Common Stock (c) 2,042 shares of Class B Common Stock held by Mr. Pereira in his 401(k) plan account as of September 30, 2014, and (d) 17,972 shares of Class B Common Stock of the Company issuable upon the exercise of stock options exercisable within 60 days. |
(6) | Consists of (a) 14,000 restricted shares of Class B Common Stock, (b) 2,883 shares of Class B Common Stock owned directly, and (c) 1,613 shares of Class B Common Stock held by Mr. Ash in his 401(k) plan account as of September 30, 2014. |
(7) | Consists of the shares and options set forth above with respect to the Named Executive Officers and directors (including Howard Jonas’ shares of Class A Common, which are convertible into Class B Common Stock), and the following shares of Class B Common Stock held by other executive officers: (a) 33,358 shares of Class B Common Stock, (b) 6,500 shares of restricted Class B Common Stock, (b) 4,838 shares of Class B Common Stock held in the listed individual’s 401(k) plan accounts as of September 30, 2014, (c) 32,362 shares of Class B Common Stock of the Company issuable upon the exercise of stock options exercisable within 60 days, and (d) 1,396 shares of Class B Common Stock purchased through the Company’s Employee Stock Purchase Program. |
(8) | Assumes conversion of all of the shares of Class A Common Stock into shares of Class B Common Stock. |
Michael Chenkin
Judah Schorr
reviews total compensation levels and the allocation of compensation among these three components for each of the executive officers, as well as the Company as a whole, in the context of our overall compensation policy. Additionally, the Compensation Committee, in conjunction with our board, reviews the relationship of executive compensation to corporate performance generally and with respect to specific enumerated goals that are established by the Compensation Committee early in each fiscal year. The Compensation Committee believes that our current compensation plans are serving their intended purposes and are functioning reasonably. Below is a description of the general policies and processes that govern the compensation paid to our executive officers, as reflected in the accompanying compensation tables.
Compensation Committee with respect to each subject individual, based on Company and individual performance, particularly relative to the performance goals set by the Compensation Committee for the fiscal year, and levels relative to the bonuses of other personnel and officers. Individual bonus amounts are not determined based on previously established formulae, targets or ranges, though prior year amounts, performance versus budgets and similar figures may serve as guidelines for bonuses for certain executives, and individuals and their direct supervisors may use target figures in initiating discussions of bonus levels.
he was compensated via the previously issued common stock of the Company provided for in his prior written employment agreement. Pursuant to the Third Amended Agreement, the Company granted Mr. Jonas 63,320 shares of Class B common stock, with a grant date value of $1,349,982, that vested and vest in January 2014, 2015 and 2016 as a portion of his base salary for the three-year term of that agreement, which expires on December 31, 2016.
• | Meet or exceed (i) budgeted Revenue and/or (ii) budgeted Gross Profit. |
• | Meet or exceed budgeted EBITDA less Capital Expenditures. |
• | Achieve positive cash flow. |
• | Continue to improve IDT Telecom technology infrastructure and back-end support systems |
• | Continue to enhance the Boss Revolution product suite. |
• | Get closer to consumers through various consumer-facing initiatives and expanded distribution. |
• | Grow Money Remittance active retail agent base and executed transactions. |
• | Restructure IDT Retail Europe business. |
• | Maintain PCI Level 1 compliance. |
• | Fully execute the move of all IDT Newark employees to 520 Broad Street. |
• | Effectuate the sale of Fabrix. |
Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Shmuel Jonas | 2014 | $ | 395,000 | $ | 155,000 | $ | 1,099,145 | (4) | $ | — | $ | 29,178 | (5) | $ | 1,678,323 | |||||||||||||||
Chief Executive Officer(3) | 2013 | $ | 395,000 | $ | 155,000 | $ | — | (6) | $ | — | $ | 40,125 | (5) | $ | 590,125 | |||||||||||||||
2012 | $ | 394,231 | $ | 110,000 | $ | 177,975 | (7) | $ | — | $ | 30,240 | (5) | $ | 712,446 | ||||||||||||||||
Marcelo Fischer | 2014 | $ | 388,000 | $ | 143,000 | $ | — | $ | — | $ | 10,850 | (9) | $ | 541,850 | ||||||||||||||||
Senior Vice President — Finance | 2013 | $ | 388,000 | $ | 127,000 | $ | — | (10) | $ | — | $ | 13,250 | (11) | $ | 528,250 | |||||||||||||||
(Principal Financial Officer)(8) | 2012 | $ | 388,000 | $ | 115,000 | $ | 152,550 | (12) | $ | 20,255 | (13) | $ | 2,500 | (14) | 678,305 | |||||||||||||||
Howard S. Jonas | 2014 | $ | 152,308 | $ | — | $ | 1,349,982 | (16) | $ | — | $ | 389,248 | (17) | $ | 1,891,538 | |||||||||||||||
Chairman of the Board(15) | 2013 | $ | 35,000 | (18) | $ | — | $ | 662,000 | (19) | $ | — | $ | 1,120,684 | (20) | $ | 1,817,684 | ||||||||||||||
2012 | $ | 35,000 | (18) | $ | — | $ | — | (21) | $ | — | $ | 1,191,487 | (22) | $ | 1,226,487 | |||||||||||||||
Bill Pereira | 2014 | $ | 500,000 | $ | 600,000 | $ | — | $ | — | $ | 12,083 | (24) | $ | 1,112,083 | ||||||||||||||||
Chief Executive Officer and | 2013 | $ | 500,000 | $ | 600,000 | $ | — | (25) | $ | — | $ | 47,750 | (26) | $ | 1,147,750 | |||||||||||||||
President of IDT Telecom, | 2012 | $ | 489,077 | $ | 450,000 | $ | 316,750 | (27) | $ | 47,837 | (28) | $ | 43,490 | (29) | $ | 1,347,154 | ||||||||||||||
Current Board Member(23) | ||||||||||||||||||||||||||||||
Menachem Ash | 2014 | $ | 370,000 | $ | 85,000 | $ | — | $ | — | $ | 10,677 | (31) | $ | 465,677 | ||||||||||||||||
Executive Vice President of | 2013 | $ | 368,654 | $ | 85,000 | $ | — | (32) | $ | — | $ | 15,000 | (33) | $ | 468,454 | |||||||||||||||
Strategy and Legal Affairs(30) |
(1) | The Company’s executive compensation structure is designed to attract and retain qualified and motivated personnel and align their interests with that of the Company and its stockholders. The Named Executive Officers were awarded bonuses based on certain accomplishments during the previous fiscal year, as set forth in the Compensation Discussion and Analysis above. The Company does not target any specific proportion of total compensation in setting base salary and bonus compensation. The amounts shown in the bonus column for Fiscal 2013 and 2012 have been restated from prior years’ proxy statements to include bonuses that were paid after the close of a fiscal year for services performed during the fiscal year, and exclude bonuses that were paid during the fiscal year for services performed during the prior fiscal year, pursuant to a comment letter that the Company received from the Securities and Exchange Commission on January 14, 2014. |
(2) | The amounts shown in these columns reflect the aggregate grant date fair value of restricted stock awards and option awards computed in accordance with FASB ASC Topic 718. In valuing such awards, the Company made certain assumptions. For a discussion of those assumptions, please see Note 14 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the Fiscal Year ended July 31, 2014. Restricted Class B Common stockholders are entitled to receive any dividends paid on Class B Common Stock of the Company. The amounts shown in this column for Fiscal 2013 and Fiscal 2012 do not include the aggregate grant date fair value of restricted stock awards or option awards that were granted to the Named Executive Officers by the Company’s former subsidiaries, Genie Energy Ltd., which was spun off in October 2011, or Straight Path Communications, Inc., which was spun off on July 31, 2013. |
(3) | Shmuel Jonas served as Chief Operating Officer from June 24, 2012 until December 31, 2013, and was elected Chief Executive Officer as of January 1, 2014. |
(4) | Consists of (i) the value of a grant of 42,215 shares of restricted Class B Common Stock granted on January 6, 2014 to vest as to 11,727 shares on January 5, 2015, 14,071 shares on January 5, 2016 and |
16,417 shares on January 5, 2017; and (ii) 12,414 shares of restricted Class B Common Stock granted on September 17, 2014 to vest as to 4,138 on each of September 17, 2015, 2016 and 2017. The stock grant issued to Shmuel Jonas on January 6, 2014 was granted in connection with his election as Chief Executive Officer of the Company. The stock grant issued to Shmuel Jonas on September 17, 2014 (during Fiscal 2015) is included above because it was granted as a bonus to Shmuel Jonas in connection with his service to the Company during Fiscal 2014. |
(5) | Represents dividends paid on shares of unvested restricted Class B Common Stock. |
(6) | In connection with the spin-off of Straight Path from IDT, Shmuel Jonas received 17,750 restricted shares of Straight Path Class B common stock in respect of shares of restricted Class B common stock of IDT held on the date of the spin-off. Because such grants were made by an entity other than IDT, and shares were issued in securities of another entity, they are not reflected in the values set forth in the table. |
(7) | Represents the value of a grant of 17,500 shares of restricted Class B Common Stock to vest in full on July 1, 2015. The stock grant issued to Shmuel Jonas was part of a grant to certain employees made on July 16, 2012 in order to provide incentive for executives to grow the Company and align their interests with the Company’s stockholders. Additionally, on November 3, 2011, Shmuel Jonas received a grant of 15,000 shares of restricted Class B Common Stock of Genie, and options to purchase 15,000 shares of Class B Common Stock of Genie. The grant was made by Genie shortly following the spin-off of Genie from IDT, and was in respect of the spin-off as well as continuing services to be provided by the recipient under the Genie TSA and other agreements. The grant date fair value of restricted stock awards and option awards computed in accordance with FASB ASC Topic 718 was determined to be $164,998. In addition, in connection with the spin-off of Genie from IDT, Shmuel Jonas received 54,000 restricted shares of Genie Class B common stock in respect of shares of restricted Class B common stock of IDT held on the date of the spin-off. Because such grants were made by an entity other than IDT, and shares/options were issued in securities of another entity, they are not reflected in the values set forth in the table. |
(8) | Mr. Fischer was appointed as Senior Vice President — Finance on October 31, 2011, and is the principal financial officer of the Company. |
(9) | Consists of (i) $8,850 in dividends paid on shares of unvested restricted Class B Common Stock that were held by Marcelo Fischer and (ii) $2,000, which represents the value of Class B Common Stock given as a matching contribution to the IDT Corporation 401(k) plan. |
(10) | In connection with the spin-off of Straight Path from IDT, Marcelo Fischer received 7,500 restricted shares of Straight Path Class B common stock in respect of shares of restricted Class B common stock of IDT held on the date of the spin-off and 1,529 options to purchase Class B common stock of Straight Path in respect of options to purchase Class B common stock of IDT held on the date of the spin-off. Because such grants were made by an entity other than IDT, and shares and options were issued in securities of another entity, they are not reflected in the values set forth in the table. |
(11) | Consists of (i) $11,250 in dividends paid on shares of unvested restricted Class B Common Stock that were held by Marcelo Fischer and (ii) $2,000, which represents the value of Class B Common Stock given as a matching contribution to the IDT Corporation 401(k) plan. |
(12) | Grant of 15,000 shares of restricted Class B Common Stock to vest in full on July 1, 2015. The stock grant issued to Mr. Fischer was part of a grant to certain employees made on July 16, 2012 in order to provide incentive for executives to grow the Company and align their interests with the Company’s stockholders. In connection with the spin-off of Genie from IDT, Mr. Fischer received options to purchase 3,259 shares of Genie Class B common stock in respect of options to purchase Class B common stock of IDT held on the date of the spin-off. Because such grant was made by an entity other than IDT, and shares/options were issued in securities of another entity, they are not reflected in the values set forth in the table. |
(13) | Consists of the incremental fair value, computed in accordance with FASB ASC Topic 718, of the Company-wide three year extension of options to purchase 30,555 shares of Class B Common Stock. |
(14) | Represents the value of Class B Common Stock given as a matching contribution to the IDT Corporation 401(k) plan. |
(15) | Howard Jonas served as Chief Executive Officer from October 22, 2009 until December 31, 2013 and has served as Chairman of the Board since December 11, 2002. |
(16) | Grant of 63,320 shares of restricted Class B Common Stock with the following vesting schedule: 21,106 shares vested January 5, 2014 and 21,106 shares are to vest on each of January 5, 2015 and January 5, 2016. The stock grant issued to Howard Jonas was in connection with the Third Amended and Restated Employment Agreement between the Company and Howard Jonas. |
(17) | Consists of (i) $387,248 in dividends paid on shares of unvested restricted Class B Common Stock that were held by Howard Jonas in connection with his employment agreement described below and (ii) $2,000, which represents the value of Class B Common Stock given as a matching contribution to the IDT Corporation 401(k) plan. |
(18) | Amounts listed as base salary for Howard Jonas in Fiscal 2013 and Fiscal 2012 were amounts paid in order to facilitate the provision of employee benefits to Howard Jonas and allow for salary deductions to pay the employee portion of the costs thereof by Howard Jonas under Company policy. |
(19) | This amount represents a $662,000 compensation cost, computed in accordance with FAS 123R, in connection with a grant of ten percent (10%) of the common stock of the Company’s former subsidiary, Straight Path IP Group, Inc. (f/k/a Innovative Communications Technologies, Inc.) (“SPIP”). SPIP holds patents related to VOIP technology and was part of the spin-off of Straight Path Commutations, Inc. on July 31, 2013. The grant of SPIP common stock was approved by the Company’s Compensation Committee in recognition of Mr. Jonas’ contribution to the monetization of these patents. In addition, in connection with the spin-off of Straight Path from IDT, Howard Jonas received 745,789 restricted shares of Straight Path Class B common stock in respect of shares of restricted Class B common stock of IDT held on the date of the spin-off. Because such grants were made by an entity other than IDT, and shares were issued in securities of another entity, they are not reflected in the values set forth in the table. |
(20) | Consists of (i) $1,118,684 in dividends paid on shares of unvested restricted Class B Common Stock that were held by Howard Jonas in connection with his employment agreement described below and (ii) $2,000, which represents the value of Class B Common Stock given as a matching contribution to the IDT Corporation 401(k) plan. |
(21) | Howard Jonas did not receive a Stock Award from the Company in Fiscal 2012. However, on November 3, 2011, Howard Jonas received a grant of 55,000 shares of restricted of Genie Class B common stock. The grant was made by Genie shortly following the spin-off of Genie from IDT, and was in respect of the spin-off as well as continuing services to be provided by Howard Jonas for his services as Chairman of the Board of Genie. The grant date fair value of the restricted stock award computed in accordance with FASB ASC Topic 718 was determined to be $376,750. In addition, in connection with the spin-off of Genie from IDT, Howard Jonas received 2,059,761 restricted shares of Class B common stock of Genie in respect of shares of restricted Class B common stock of IDT held on the date of the spin-off. Because such grants were made by an entity other than IDT, and shares were issued in securities of another entity, they are not reflected in the values set forth in the table. |
(22) | Consists of (i) $1,188,987 in dividends paid on shares of unvested restricted Class B Common Stock that were held by Howard Jonas in connection with his employment agreement described below and (ii) $2,500, which represents the value of Class B Common Stock given as a matching contribution to the IDT Corporation 401(k) plan. |
(23) | Mr. Pereira served as Chief Financial Officer until October 28, 2011, at which time he was appointed as Chief Executive Officer and President of IDT Telecom. Mr. Pereira does not receive compensation for his role as a director of the Company. |
(24) | Consists of (i) $10,083 in dividends paid on shares of unvested restricted Class B Common Stock that were granted to Mr. Pereira and (ii) $2,000, which represents the value of Class B Common Stock given as a matching contribution to the IDT Corporation 401(k) plan. |
(25) | In connection with the spin-off of Straight Path from IDT, Bill Pereira received 17,333 restricted shares of Class B common stock of Straight Path in respect of shares of restricted Class B common stock of IDT and 1,529 options to purchase Class B common stock of Straight Path in respect of options to purchase Class B common stock of IDT held on the date of the spin-off. Because such grants were made by an entity other than IDT, and shares and options were issued in securities of another entity, they are not reflected in the values set forth in the table. |
(26) | Consists of (i) $45,750 in dividends paid on shares of unvested restricted Class B Common Stock that were granted to Mr. Pereira and (ii) $2,000, which represents the value of Class B Common Stock given as a matching contribution to the IDT Corporation 401(k) plan. |
(27) | Represents the value of 25,000 shares of restricted Class B Common Stock granted in connection with Mr. Pereira’s employment agreement described below, to vest in three equal annual installments commencing on November 22, 2012. Additionally, on November 3, 2011, Mr. Pereira received a grant of 16,000 shares of restricted Class B common stock of Genie, and options to purchase 16,000 shares of Class B common stock of Genie. The grant was made by Genie shortly following the spin-off of Genie from IDT, and was in respect of the spin-off as well as continuing services to be provided by the recipient under the TSA and other agreements. The grant date fair value of restricted stock awards and option awards computed in accordance with FASB ASC Topic 718 was determined to be $175,998. In addition, in connection with the spin-off of Genie from IDT, Mr. Pereira received 54,000 restricted shares of Class B common stock of Genie in respect of shares of restricted Class B common stock of IDT held on the date of the spin-off and options to purchase 1,090 shares of Genie’s Class B Common Stock in respect of options to purchase Class B Common Stock of IDT held on the date of the spin-off. Because such grants were made by an entity other than IDT, and shares/options were issued in securities of another entity, they are not reflected in the values set forth in the table. |
(28) | Consists of (i) $41,713 representing the fair value of a grant of an option to purchase 7,750 shares of Class B Common Stock in connection with Mr. Pereira’s employment agreement described below, to vest in three equal annual installments in November 2012, 2013 and 2014, and (ii) $6,124 representing the incremental fair value, computed in accordance with FASB ASC Topic 718, of the Company-wide three year extension of options to purchase 10,222 shares of Class B Common Stock. |
(29) | Consists of (i) $40,990 in dividends paid on shares of unvested restricted Class B Common Stock that were granted to Mr. Pereira and (ii) $2,500, which represents the value of Class B Common Stock given as a matching contribution to the IDT Corporation 401(k) plan. |
(30) | Mr. Ash has served as Executive Vice President of Strategy and Legal Affairs since October 23, 2012. Mr. Ash was not a Named Executive Officer in Fiscal 2012. |
(31) | Consists of (i) $8,667 in dividends paid on shares of unvested restricted Class B Common Stock that were granted to Mr. Ash and (ii) $2,000, which represents the value of IDT Class B Common Stock given as a matching contribution to the IDT Corporation 401(k) plan. |
(32) | In connection with the spin-off of Straight Path from IDT, Menachem Ash received 7,833 restricted shares of Class B common stock of Straight Path in respect of shares of restricted Class B common stock of IDT held on the date of the spin-off. Because such grants were made by an entity other than IDT, and shares were issued in securities of another entity, they are not reflected in the values set forth in the table. |
(33) | Consists of (i) $13,000 in dividends paid on shares of unvested restricted Class B Common Stock that were granted to Mr. Ash and (ii) $2,000, which represents the value of Class B Common Stock given as a matching contribution to the IDT Corporation 401(k) plan. |
Name | Compensation Committee Approval | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#)(1) | Grant Date Fair Value of Stock and Option Awards(2) | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Shmuel Jonas | 11/26/2013 | 01/06/2014 | 42,215 | (3) | $ | 900,024 | ||||||||||||
Marcelo Fischer | — | — | — | — | ||||||||||||||
Howard S. Jonas | 12/16/2013 | 01/06/2014 | 63,320 | (4) | $ | 1,349,982 | ||||||||||||
Bill Pereira | — | — | — | — | ||||||||||||||
Menachem Ash | — | — | — | — |
(1) | The restricted stock grants were made pursuant to the 2005 Plan. There is no purchase price associated with the grants of restricted stock. |
(2) | Represents the grant date fair value of each equity award calculated in accordance with FASB ASC Topic 718. |
(3) | Shares vest as follows: 11,727 on January 5, 2015; 14,071 on January 5, 2016 and 16,417 on January 5, 2017. |
(6) | Shares vest as follows: 21,106 upon grant (January 6, 2014); 21,107 on each of January 5, 2015 and January 5, 2016. |
Option Awards | Stock Awards | ||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested($)(1) | |||||||||||||||||||||
Shmuel Jonas | — | — | — | — | 59,715 | (2) | $ | 920,805 | |||||||||||||||||||
Marcelo Fischer | 8,333 | — | 18.49 | 07/21/2018 | 15,000 | (3) | $ | 231,300 | |||||||||||||||||||
22,222 | — | 16.17 | 04/22/2020 | ||||||||||||||||||||||||
Howard S. Jonas | — | — | — | — | 42,214 | (4) | $ | 650,940 | |||||||||||||||||||
Bill Pereira | 10,222 | — | 16.17 | 04/22/2020 | 8,333 | (5) | $ | 128,495 | |||||||||||||||||||
5,167 | 2,583 | 10.73 | 11/21/2021 | ||||||||||||||||||||||||
Menachem Ash | — | — | — | — | 14,000 | (6) | $ | 215,880 |
(1) | Market value is computed by multiplying the closing market price of our Class B Common Stock on July 31, 2014 ($15.42) by the number of shares of restricted Class B Common Stock that had not vested as of July 31, 2014. |
(2) | Shares of restricted Class B Common Stock to vest as follows: 17,500 on July 1, 2015, 11,727 on January 5, 2015, 14,071 on January 5, 2016 and 16,417 on January 5, 2017. |
(3) | All 15,000 of Mr. Fischer’s unvested shares of restricted Class B Common Stock vest on July 1, 2015. |
(4) | Shares of restricted Class B Common Stock to vest as follows: 21,107 on each of January 5, 2015 and January 5, 2016. |
(5) | All 8,333 shares of restricted Class B Common Stock to vest on November 22, 2014. |
(6) | All 14,000 of Mr. Ash’s shares of restricted Class B Common Stock to vest on July 1, 2015. |
Restricted Stock Awards | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Number of Shares Acquired Upon Vesting (#) | Number of Shares Withheld to Cover Taxes | Value Realized on Vesting ($)(1) | ||||||||||||
Shmuel Jonas | 18,000 | 6,795 | $ | 321,300 | |||||||||||
Marcelo Fischer | — | — | $ | — | |||||||||||
Howard S. Jonas | 21,106 | 21,106 | $ | 376,742 | |||||||||||
Bill Pereira | 26,333 | 10,005 | $ | 497,334 | |||||||||||
Menachem Ash | 1,666 | 710 | $ | 29,738 |
(1) | The value of restricted stock realized upon vesting represents the total number of shares acquired on vesting (without regard to the amount of shares withheld to cover taxes) and is based on the closing price of the shares of Class B Common Stock on the vesting date. |
Name | Event of Death or Disability ($) | Change In Control ($) | Termination For Cause ($) | Voluntary Termination without Good Reason ($) | Termination Without Cause/Voluntary Termination for Good Reason ($) | |||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Shmuel Jonas | ||||||||||||||||||||||
Restricted Shares | — | $ | 920,805 | (1) | — | — | — | |||||||||||||||
Severance | — | — | — | — | — | |||||||||||||||||
Marcelo Fischer | ||||||||||||||||||||||
Restricted Shares | — | $ | 231,300 | (2) | — | — | — | |||||||||||||||
Severance | $ | 550,000 | — | — | — | $ | 550,000 | (3) | ||||||||||||||
Howard S. Jonas | ||||||||||||||||||||||
Restricted Shares | $ | 650,940 | (4) | $ | 650,940 | (4) | $ | 189,851 | (5) | — | $ | 650,940 | (4) | |||||||||
Severance | $ | 250,000 | (6) | $ | 250,000 | — | — | $ | 250,000 | |||||||||||||
Bill Pereira | ||||||||||||||||||||||
Stock Options | — | $ | 12,114 | (7) | — | — | $ | 12,114 | (7) | |||||||||||||
Restricted Shares | — | $ | 128,494 | (8) | — | — | $ | 128,494 | (8) | |||||||||||||
Severance | $ | 250,000 | (9) | $ | 850,000 | — | — | $ | 850,000 | (10) | ||||||||||||
Menachem Ash | ||||||||||||||||||||||
Restricted Shares | $ | 215,880 | (11) | |||||||||||||||||||
Severance | — | — | — | — | — |
(1) | Represents the accelerated vesting of 59,715 shares of restricted Class B Common Stock. |
(2) | Represents the accelerated vesting of 15,000 shares of restricted Class B Common Stock. |
(3) | If Mr. Fischer resigns for any reason, his severance payment would be $0. |
(4) | Represents the accelerated vesting of 42,214 shares of restricted Class B Common Stock. |
(5) | Represents the accelerated vesting of 12,312 shares of restricted Class B Common Stock. |
(6) | If Mr. Jonas becomes disabled, his severance payment would be $0. |
(7) | Represents the accelerated vesting of 2,583 options to purchase shares of Class B Common Stock. |
(8) | Represents the accelerated vesting of 8,333 shares of restricted Class B Common Stock. |
(9) | If Mr. Pereira becomes disabled, his severance payment would be $0. |
(10) | If the term of the Revised Pereira Agreement is not extended by IDT Telecom, Mr. Pereira will receive a payment of $850,000 over a six month period and immediate vesting of all equity grants. |
(11) | Represents the accelerated vesting of 14,000 shares of restricted Class B Common Stock. |
Plan Category | Number of Securities to be Issued upon Exercise of Outstanding Options(1) | Weighted-Average Exercise Price of Outstanding Options | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans(1) | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Equity compensation plans approved by security holders | 610,596 | $ | 14.24 | 331,819 | ||||||||||
Equity compensation plans not approved by security holders | — | $ | — | — | ||||||||||
Total | 610,596 | $ | 14.24 | 331,819 |
(1) | Reflects all outstanding options exercisable for shares of Class B Common Stock as of July 31, 2014. |
commercial real-estate company in Long Island, New York. Dr. Schorr received his B.S. in Psychology from Brooklyn College and his M.D. from the University of Trieste Faculty of Medicine and Surgery in Italy.
THE ELECTION OF THE NOMINEES NAMED ABOVE.
Name | Age | Position | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Shmuel Jonas | 33 | Chief Executive Officer and Named Executive Officer | ||||||||
Howard S. Jonas | 58 | Chairman of the Board of Directors, Director and Director Nominee and Named Executive Officer | ||||||||
Marcelo Fischer | 47 | Senior Vice President of Finance and Named Executive Officer | ||||||||
Bill Pereira | 49 | Director, Director Nominee, Chief Executive Officer and President of IDT Telecom and Named Executive Officer | ||||||||
Joyce J. Mason | 55 | Executive Vice President, General Counsel, Corporate Secretary | ||||||||
Mitch Silberman | 46 | Chief Accounting Officer and Controller | ||||||||
Menachem Ash | 42 | Executive Vice President of Strategy and Legal Affairs and Named Executive Officer | ||||||||
Michael Chenkin | 63 | Director and Director Nominee | ||||||||
Eric F. Cosentino | 57 | Director and Director Nominee | ||||||||
Judah Schorr | 62 | Director and Director Nominee |
Officer from December 2001 until June 2006. Prior to joining the Company, Mr. Fischer was the Corporate Controller of Viatel, Inc. from 1999 until 2001. From 1998 through 1999, Mr. Fischer was the Controller of the Consumer International Division of Revlon, Inc. From 1991 through 1998, Mr. Fischer held various accounting and finance positions at Colgate-Palmolive Corporation. Mr. Fischer, a Certified Public Accountant, received a B.A. from the University of Maryland and an M.B.A. from the New York University Stern School of Business.
2015 STOCK OPTION AND INCENTIVE PLAN
which can become exercisable for the first time during any one calendar year, and certain additional limitations will apply to ISOs granted to “Ten Percent Stockholders” of the Company (as defined in the 2015 Plan). The Compensation Committee may provide for the payment of the option price in cash, by delivery of Class B Common Stock having a Fair Market Value equal to such option price, by a combination thereof or by any other method. Options granted under the 2015 Plan will become exercisable at such times and under such conditions as the Compensation Committee shall determine, subject to acceleration of the exercisability of options in the event of, among other things, a “Change in Control,” a “Corporate Transaction” or a “Related Entity Disposition” (in each case, as defined in the 2015 Plan).
exercise or other base price of the LSAR or, if applicable, the exercise price per share of the option to which the LSAR relates. In no event, however, may the holder of an LSAR granted in connection with an ISO receive an amount in excess of the maximum amount which will enable the option to continue to qualify as an ISO.
Name and Principal Position | Number of Shares of Stock | |||||
---|---|---|---|---|---|---|
Non-Employee Director Group | 12,000 | (1) |
(1) | Each of the three non-employee directors of the Company will receive an annual grant of 4,000 shares of restricted Class B Common Stock for being a director. In 2014, this automatic grant was made on January 6, 2014. Calculation is based upon the number of non-employee directors nominated for election at the Annual Meeting. |
such exception applies to certain performance-based compensation provided that such compensation has been approved by stockholders in a separate vote and certain other requirements are met. The Company believes that Stock Options, SARs and LSARs granted under the 2015 Plan should qualify for the performance-based compensation exception to Section 162(m).
APPROVAL OF THE 2015 PLAN AS DESCRIBED ABOVE.
AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP
AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING JULY 31, 2015.
Fiscal Year Ended July 31 | 2014 | 2013 | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Audit Fees(1) | $ | 1,019,528 | $ | 1,182,243 | ||||||
Audit Related Fees(2) | 77,283 | 77,530 | ||||||||
Tax Fees | 43,816 | 37,620 | ||||||||
All Other Fees | — | — | ||||||||
Total | $ | 1,140,627 | $ | 1,297,393 |
(1) | Audit Fees consist of fees for the audit of the Company’s financial statements, as well as fees for the audits of management’s assessment of the effectiveness of the Company’s internal control over financial reporting and the effectiveness of internal control over financial reporting. |
(2) | Audit Related Fees consist of assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements. |
registered public accounting firm, and all such services were approved by the Audit Committee in Fiscal 2014 and Fiscal 2013.
management the Company’s major financial risk exposures and the steps that the Company’s management has taken to monitor and control such exposures. In accordance with law, the Audit Committee is responsible for establishing procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, including confidential, anonymous submission by the Company’s employees, received through established procedures, of any concerns regarding questionable accounting or auditing matters.
THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | ||||||
Michael Chenkin, Chairman | ||||||
Eric Cosentino | ||||||
Judah Schorr |
BY ORDER OF THE BOARD OF DIRECTORS | ||||||
Joyce Mason | ||||||
Executive Vice President, General Counsel and Corporate Secretary |
2015 STOCK OPTION AND INCENTIVE PLAN
Effective January 1, 2015 to September 16, 2024
1. | Purpose; Types of Awards; Construction. |
2. | Definitions. |
or consultant (except as otherwise provided in the applicable Agreement). An approved leave of absence shall include, without limitation, sick leave, temporary disability, maternity leave, military leave (including, without limitation, service in the National Guard or the Army Reserves) or any other personal leave approved by the Committee. For purposes of Incentive Stock Options, no such leave may exceed ninety (90) days unless reemployment upon expiration of such leave is guaranteed by statute or contract.
4. | Eligibility. |
5. | Stock. |
6. | Terms and Conditions of Options. |
7. | Nonqualified Stock Options. |
8. | Incentive Stock Options. |
9. | Stock Appreciation Rights. |
10. | Limited Stock Appreciation Rights. |
highest price paid in any tender or exchange offer which is in effect at any time during the ninety-day period ending on the date of exercise of the Limited Right, or (C) the highest Fair Market Value per share of Class B Common Stock during the ninety day period ending on the date the Limited Right is exercised.
deemed to be the date on which there shall have been delivered the instruments referred to in the first sentence of this Section 10(f).
11. | Restricted Stock. |
11A. | Deferred Stock Units. |
12. | Effect of Certain Changes. |
13. | Corporate Transaction; Change in Control; Related Entity Disposition. |
14. | Non-Employee Director Restricted Stock. |
determined otherwise by the Committee, Non-Employee Directors shall not receive separate and additional grants hereunder for being a Non-Employee Director of (i) the Company and a Subsidiary or (ii) more than one Subsidiary.
15. | Period During which Awards May Be Granted. |
16. | Transferability of Awards. |
17. | Agreement by Grantee regarding Withholding Taxes. |
payment of any kind due to the Grantee. Unless otherwise determined by the Committee, any such above-described withholding obligation may, in the discretion of the Company, be satisfied by the withholding by the Company or delivery to the Company of Class B Common Stock.
18. | Rights as a Stockholder. |
19. | No Rights to Employment; Forfeiture of Gains. |
20. | Beneficiary. |
21. | Authorized Share Approval; Amendment and Termination of the Plan. |
22. | Governing Law. |
ANNUAL MEETING OF STOCKHOLDERS OF
IDT CORPORATION
December 15, 2014
Important Notice Regarding the Availability of Proxy Materials for the IDT Corporation
Stockholders Meeting to be Held on December 15, 2014:
The Notice of Annual Meeting and Proxy Statement and the 2014 Annual Report are available at:
www.idt.net/ir
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
¯ Please detach along perforated line and mail in the envelope provided.¯
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTES IN BLUE OR BLACK INK AS SHOWN HEREx
THE BOARD OF DIRECTORS RECOMMENDS VOTES
“FOR” THE LISTED NOMINEES, “FOR” PROPOSAL 2 AND “FOR” PROPOSAL 3.
FOR | AGAINST | ABSTAIN | ||||
1. Election of Directors: | ||||||
NOMINEES: | ||||||
Michael Chenkin | o | o | o | |||
Eric F. Cosentino | o | o | o | |||
Howard S. Jonas | o | o | o | |||
Bill Pereira | o | o | o | |||
Judah Schorr | o | o | o |
FOR | AGAINST | ABSTAIN | ||||||
2. | To approve the IDT Corporation 2015 Stock Option and Incentive Plan. | o | o | o | ||||
| ||||||||
3. | To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the Fiscal Year ending July 31, 2015. | FOR o | AGAINST o | ABSTAIN o |
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 may not be submitted via this method. | o |
MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING. | o |
Signature of | Signature of | |||||||||
Stockholder | Date: | , 2014 | Stockholder | Date: | , 2014 |
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 a duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by an authorized person. |
Electronic Distribution
If you would like to receive future IDT CORPORATION proxy statements and annual reports electronically, please visitwww.amstock.com. Click on Shareholder Account Access to enroll. Please enter your account number and tax identification number to log in, then select Receive Company Mailings via e-Mail and provide your e-mail address.
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
IDT CORPORATION
520 Broad Street, Newark, New Jersey 07102
(973) 438-1000
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
To Be Held December 15, 2014
The undersigned appoints Howard S. Jonas and Joyce J. Mason, or either one of them, as the proxy of the undersigned with full power of substitution to attend and vote at the Annual Meeting of Stockholders (the “Annual Meeting”) of IDT Corporation to be held at the Hampton Inn & Suites Newark Riverwalk Hotel, 100 Passaic Ave, Harrison, New Jersey 07029 on December 15, 2014 at 10:30 a.m., and any adjournment or postponement of the Annual Meeting, according to the number of votes the undersigned would be entitled to cast if personally present, for or against any proposal, including the election of members of the Board of Directors, and any and all other business that may come before the Annual Meeting, except as otherwise indicated on the reverse side of this card.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED STOCKHOLDER. IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES FOR THE BOARD OF DIRECTORS, FOR PROPOSAL 2 AND FOR PROPOSAL 3 LISTED ON THE REVERSE SIDE.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
ANNUAL MEETING OF STOCKHOLDERS OF
IDT CORPORATION
December 15, 2014
PROXY VOTING INSTRUCTIONS
MAIL- Date, sign and mail your proxy card in the envelope provided as soon as possible. | |||
- OR - | COMPANY NUMBER | ||
TELEPHONE- Call toll-free1-800-PROXIESfrom any touch-tone telephone and follow the instructions. Have your control number and proxy card available when you call. | ACCOUNT NUMBER | ||
- OR - | |||
INTERNET- Access “www.voteproxy.com” and follow the on-screen instructions. Have your control number available when you access the web page. |
You may enter your voting instructions at 1-800-PROXIES orwww.voteproxy.com until 11:59 PM Eastern Time the day before the cut-off or meeting date.
¯ Please detach along perforated line and mail in the envelope providedIF you are not voting via telephone or the Internet.¯
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTES IN BLUE ORBLACK INK AS SHOWN HEREx
THE BOARD OF DIRECTORS RECOMMENDS VOTES
“FOR” THE LISTED NOMINEES, “FOR” PROPOSAL 2 AND “FOR” PROPOSAL 3.
FOR | AGAINST | ABSTAIN | ||||
1. Election of Directors: | ||||||
NOMINEES: | ||||||
Michael Chenkin | o | o | o | |||
Eric F. Cosentino | o | o | o | |||
Howard S. Jonas | o | o | o | |||
Bill Pereira | o | o | o | |||
Judah Schorr | o | o | o |
FOR | AGAINST | ABSTAIN | ||||||
2. | To approve the 2015 Stock Option and Incentive Plan. | o | o | o | ||||
| ||||||||
3. | To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the Fiscal Year ending July 31, 2015. | FOR o | AGAINST o | ABSTAIN o |
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 may not be submitted via this method. | o |
MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING. | o |
Signature of | Signature of | |||||||||
Stockholder | Date: | , 2014 | Stockholder | Date: | , 2014 |
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 a duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by an authorized person. |