Exhibit 1
VOTING TRUST EXTENSION AGREEMENT
THIS AGREEMENT entered into as of January 18, 2019 by and among those holders of Common Shares of SIFCO Industries, Inc. executing and delivering this Agreement (“Shareholders”) and JANICE G. CARLSON and CHARLES H. SMITH, III, as Trustees and their successors in trust (said named Trustees and their successors being hereinafter called the “Trustees”);
WITNESSES THAT:
As of February 1, 2017 certain shareholders of SIFCO Industries, Inc. (the “Company”) entered into a Voting Trust Agreement (the “Trust Agreement”) with respect to their shares of Common Stock in the Company; and
Pursuant to Section 14 of the Trust Agreement, the term of Trust Agreement may be extended for an additional period not to exceed two years upon the concurrence of the holders of Trust Certificates representing not less than 85% of the 1,819,674 shares deposited under the Trust Agreement, (after giving effect to stock dividends issued subsequent to the date of the Trust Agreement, the “Trust Shares”); and
The shareholders constituting the holders of Trust Certificates representing not less than 85% of the Trust Shares wish to extend the term of the Trust Agreement, on the terms and conditions set forth therein, for an additional two (2) years from January 31, 2019.
NOW, THEREFORE, each Shareholder of the Company who becomes a party hereto agrees with each of the other such Shareholders for himself and his heirs, administrators, successors and assigns as follows:
1. EXTENSION OF TRUST AGREEMENT. The Trust Agreement shall be extended, unless sooner terminated on the terms and conditions set forth therein, to January 31, 2021, upon the occurrence prior to January 31, 2019 of the earlier of either:
(a) the execution of this Agreement by the holders of not less than 1,546,723 shares of Common Stock of the Company, such number representing not less than 85% of the Trust Shares,
Or
(b) the presentation to the Company of a certificate signed by the Secretary of the meeting, certifying that at a meeting duly called and held for the purpose of considering an extension, at a place in Cuyahoga County, Ohio, specified in a notice given either by the Trustees or a Trust Certificate holder, not less than ten (10) nor more than thirty (30)days prior to such meeting to each Trust Certificate holder under the Trust Agreement, the holders of Trust Certificates representing not less than 85% of the Trust Shares voted in favor of this extension.
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2. DEFINED TERMS. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Trust Agreement.
3. EXECUTION. This Extension Agreement may be executed in any number of counterparts, each of which, when executed, shall be deemed to be an original and all of which together shall constitute but one and the same instrument. This Extension Agreement shall inure to the benefit of, and be binding upon, all persons executing it and their respective heirs, executors, administrators, legatees and assigns.
IN WITNESS WHEREOF, the Trustees have executed and delivered this Extension Agreement and the Shareholders have become parties hereto in the manner herein before provided.
TRUSTEES:
/s/ Janice G. Carlson |
Janice G. Carlson |
/s/ Charles H. Smith, III |
Charles H. Smith, III |
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VOTING TRUST EXTENSION AGREEMENT
TO JANUARY 31, 2021
SHAREHOLDER | NUMBER OF SHARES | SIGNATURE | DATE | |||
Jeffrey Gotschall | 219,323 | /s/ Jeffrey Gotschall | 10/11/18 | |||
Dianne Gotschall | 400 | /s/ Dianne Gotschall | 10/11/18 | |||
Judith Gotschall | 29,715 | /s/ Judith Gotschall | 10/12/18 | |||
Andrew Gotschall | 29,715 | /s/ Andrew Gotschall | 10/11/18 | |||
Andrew Gotschall custodian for: Addison Gotschall | 700 | /s/ Andrew Gotschall | 10/11/18 | |||
Charles Gotschall | 29,715 | /s/ Charles Gotschall | 12/10/18 | |||
Craig Ramsey | 27,240 | /s/ Craig Ramsey | 10/12/18 | |||
Alison Weston | 27,240 | /s/ Alison Weston | 10/12/18 |
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VOTING TRUST EXTENSION AGREEMENT
TO JANUARY 31, 2021
SHAREHOLDER | NUMBER OF SHARES | SIGNATURE | DATE | |||
Janice Carlson | 177,174 | /s/ Janice Carlson | 11/11/18 | |||
Christie Lennen | 34,925 | /s/ Christie Lennen | 11/12/18 | |||
Christie Lennen custodian for: Colton Lennen | 17,800 | /s/ Christie Lennen | 11/12/18 | |||
Christie Lennen custodian for: Kelby Lennen | 6,400 | /s/ Christie Lennen | 11/12/18 | |||
David Fulcher | 31,075 | /s/ David Fulcher | 11/20/18 | |||
David Fulcher custodian for: Jessica Fulcher | 17,500 | /s/ David Fulcher | 11/20/18 | |||
David Fulcher custodian for: Alyssa Fulcher | 6,100 | /s/ David Fulcher | 11/20/18 |
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VOTING TRUST EXTENSION AGREEMENT
TO JANUARY 31, 2021
SHAREHOLDER | NUMBER OF SHARES | SIGNATURE | DATE | |||
Laura Gifford | 187,818 | /s/ Laura Gifford | 11/21/18 | |||
Robert Gifford Jr. | 27,400 | /s/ Robert Gifford Jr. | 11/21/18 | |||
Terry Gifford | 28,200 | /s/ Terry Gifford | 11/21/18 | |||
CHS Foundation Laura Gifford, Trustee | 913 | /s/ Laura Gifford | 11/21/18 |
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VOTING TRUST EXTENSION AGREEMENT
TO JANUARY 31, 2021
SHAREHOLDER | NUMBER OF SHARES | SIGNATURE | DATE | |||
PNC, and its successors, as trustee of the Rhea D. Smith Trust for the benefit of CH Smith III dated December 8, 1981 as amended and restated on September 16, 1989 By: Richard Mack | 121,678 | /s/ Richard Mack | 1/10/19 | |||
PNC, and its successors, as trustee of the Charles H. Smith, Jr. Irrevocable Trust for the benefit of CH Smith III dated September 5, 1990. By: Richard Mack | 57,067 | /s/ Richard Mack | 1/10/19 | |||
Charles Smith III | 43,766 | /s/ Charles Smith III | 1/5/19 | |||
Hilda Smith | 10,000 | /s/ Hilda Smith | 1/12/19 | |||
Jennifer Woodhouse | 17,092 | /s/ Jennifer Woodhouse | 1/5/19 | |||
Jennifer Woodhouse Custodian for Henry J. Woodhouse | 1,000 | /s/ Jennifer Woodhouse | 1/5/19 | |||
Jennifer Woodhouse Custodian for Ethan M. Woodhouse | 1,000 | /s/ Jennifer Woodhouse | 1/5/19 | |||
C Jason Smith | 18,959 | /s/ C Jason Smith | 1/5/19 |
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VOTING TRUST EXTENSION AGREEMENT
TO JANUARY 31, 2021
SHAREHOLDER | NUMBER OF SHARES | SIGNATURE | DATE | |||
PNC, and its successors, as trustee of the Rhea D. Smith Trust for the benefit of D Dowell dated December 8, 1981 as amended and restated on September 16, 1989 By: Richard Mack | 121,678 | /s/ Richard Mack | 1/10/19 | |||
PNC, and its successors, as trustee of the Charles H. Smith, Jr. Irrevocable Trust for the benefit of D Dowell dated September 5, 1990. By: Richard Mack | 57,067 | /s/ Richard Mack | 1/10/19 | |||
Deborah Dowdell | 57,541 | /s/ Deborah Dowdell | 12/16/18 | |||
Ryan Morris | 13,363 | /s/ Ryan Morris | 11/28/18 | |||
Ryan Morris custodian for: Kaitlin Morris | 4,250 | /s/ Ryan Morris | 11/28/18 | |||
Ryan Morris custodian for: Matthew Morris | 4,250 | /s/ Ryan Morris | 11/28/18 | |||
Ryan Morris custodian for: Ashley Morris | 1,950 | /s/ Ryan Morris | 11/28/18 | |||
Adam Morris | 16,113 | /s/ Adam Morris | 12/15/18 | |||
Adam Morris custodian for: Maksim Morris | 400 | /s/ Adam Morris | 12/15/18 | |||
Molly D Trappe | 14,863 | /s/ Molly D Trappe | 11/11/18 | |||
Molly D Trappe custodian for: Taylor Trappe | 900 | /s/ Molly D Trappe | 11/11/18 |
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VOTING TRUST EXTENSION AGREEMENT
TO JANUARY 31, 2021
SHAREHOLDER | NUMBER OF SHARES | SIGNATURE | DATE | |||
PNC, and its successors, as trustee of the Charles H. Smith, Jr. Irrevocable Trust for the benefit of H Smith dated September 5, 1990. By: Richard Mack | 57,068 | /s/ Richard Mack | 1/10/19 | |||
PNC, and its successors, as trustee of the Rhea D. Smith Trust for the benefit of H Smith dated December 8, 1981 as amended and restated on September 16, 1989 By: Richard Mack | 121,678 | /s/ Richard Mack | 1/10/19 | |||
Hudson Smith | 66,820 | /s/ Hudson Smith | 12/7/18 | |||
Deborah Ann Smith | 6,255 | /s/ Deborah Ann Smith | 12/7/18 | |||
Hudson Smith Jr | 25,000 | /s/ Hudson Smith Jr | 12/8/18 | |||
Hudson Smith Jr custodian for: Peyton Smith | 1,700 | /s/ Hudson Smith Jr | 12/8/18 | |||
Hudson Smith Jr custodian for: Charlotte Smith | 1,700 | /s/ Hudson Smith Jr | 12/8/18 | |||
Hudson Smith Jr custodian for: Whitney Smith | 1,700 | /s/ Hudson Smith Jr | 12/8/18 | |||
Cynthia R Champ | 25,000 | /s/ Cynthia R Champ | 12/15/18 | |||
Cynthia R Champ custodian for: Elise Day Champ | 1,700 | /s/ Cynthia R Champ | 12/15/18 | |||
Cynthia R Champ custodian for: William Champ | 1,700 | /s/ Cynthia R Champ | 12/15/18 | |||
Cynthia R Champ custodian for: Hudson Graham Champ | 1,700 | /s/ Cynthia R Champ | 12/15/18 | |||
C Halle Smith | 25,000 | /s/ C Halle Smith | 12/18/18 |
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