Check
the appropriate box:
|
|
¨
|
Preliminary
Proxy Statement
|
¨
|
Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
þ
|
Definitive
Proxy Statement
|
¨
|
Definitive
Additional Materials
|
¨
|
Soliciting
Material Pursuant to Rule
14a-12
|
WAYSIDE
TECHNOLOGY GROUP, INC.
|
(Name of
Registrant as Specified in Its Charter)
|
(Name of
Person(s) Filing Proxy Statement, if other than the
Registrant)
|
þ
|
No
fee required.
|
|
¨
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
|
(1)
|
Title
of each class of securities to which transaction
applies:
|
|
(2)
|
Aggregate
number of securities to which transaction applies:
|
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
|
|
(4)
|
Proposed
maximum aggregate value of transaction:
|
|
(5)
|
Total
fee paid:
|
|
¨
|
Fee
paid previously with preliminary materials.
|
|
¨
|
Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
|
|
(1)
|
Amount
Previously Paid:
|
|
(2)
|
Form,
Schedule or Registration Statement No.:
|
|
(3)
|
Filing
Party:
|
|
(4)
|
Date
Filed:
|
|
|
1.
|
To
elect a Board of six Directors to serve until the next annual meeting of
stockholders and until their successors are elected and
qualified;
|
|
2.
|
To
ratify the appointment of Amper, Politziner & Mattia, LLP
as the Company’s independent registered public accounting firm for 2010;
and
|
|
3.
|
To
consider and take action upon such other matters as may properly come
before the Meeting and any adjournment or postponement
thereof.
|
Name
|
Number
of shares beneficially owned
|
Percent
|
||||||
Mark
T. Boyer (1)
|
405,293 | 8.3 | % | |||||
Simon
F. Nynens (2)
|
409,696 | 8.3 | % | |||||
Edwin
Morgens (3)
|
211,482 | 4.4 | % | |||||
F.
Duffield Meyercord (4)
|
85,875 | 1.8 | % | |||||
Dan
Jamieson (5)
|
76,770 | 1.6 | % | |||||
Vito
Legrottaglie (6)
|
67,121 | 1.4 | % | |||||
Allan
D. Weingarten (7)
|
42,875 | * | ||||||
William
H. Willett (8)
|
33,820 | * | ||||||
Kevin
Scull (9)
|
31,724 | * | ||||||
Richard
Bevis (10)
|
31,221 | * | ||||||
Shawn
Giordano (11)
|
21,843 | * | ||||||
All
Directors and executive officers as a group (12
persons)(12)
|
1,416,653 | 27.4 | % | |||||
Eagle
Asset Management, Inc (13)
|
290,448 | 6.0 | % | |||||
Edmund
H. Shea, Jr.; Mary Shea; and E&M RP Trust (14)
|
275,877 | 5.7 | % | |||||
ROI
Master Fund, Ltd. (15)
|
267,568 | 5.6 | % | |||||
J.
Steven Emerson (16)
|
262,951 | 5.5 | % |
*
Less than one percent
|
(1)
|
Beneficial
ownership information is based upon information provided by ROI Master
Fund, Ltd. (“ROI”) and Mr. Boyer. By virtue of Mr. Boyer’s ownership
interest in ROI, Mr. Boyer may be deemed to beneficially own the 267,568
shares beneficially owned by ROI. See footnote 15 below. Mr. Boyer
beneficially owns directly 78,100 shares. Includes 50,125 shares of Common
Stock that may be acquired upon the exercise of options that are currently
exercisable or will become exercisable within 60 days following April 12,
2010 and 4,525 shares of unvested restricted stock. Mr. Boyer is a member
of our Board of Directors.
|
(2)
|
Includes
114,320 shares of Common Stock that may be acquired upon the exercise of
options that are currently exercisable or will become exercisable within
60 days following April 12, 2010 and 228,750 shares of unvested restricted
stock. Mr, Nynens is Chairman of our Board of Directors and our Chief
Executive Officer.
|
(3)
|
Includes
20,000 shares of Common Stock held by a trust for the benefit of
Mr. Morgens’ daughter, with respect to which Mr. Morgens
disclaims beneficial ownership. Includes 31,375 shares of
Common Stock that may be acquired upon the exercise of options that are
currently exercisable or will become exercisable within 60 days following
April 12, 2010 and 4,525 shares of unvested restricted stock. Mr. Morgens
is a member of our Board of
Directors.
|
(4)
|
Includes
31,375 shares of Common Stock that may be acquired upon the exercise of
options that are currently exercisable or will become exercisable within
60 days following April 12, 2010 and 4,525 shares of unvested restricted
stock Mr. Meyercord is a member of our Board of
Directors.
|
(5)
|
Includes
45,000 shares of Common Stock that may be acquired upon the exercise of
options that are currently exercisable or will become exercisable within
60 days following April 12, 2010 and 22,750 shares of unvested restricted
stock.
|
(6)
|
Includes
35,000 shares of Common Stock that may be acquired upon the exercise of
options that are currently exercisable or will become exercisable within
60 days following April 12, 2010 and 22,750 shares of unvested restricted
stock.
|
(7)
|
Includes
31,375 shares of Common Stock that may be acquired upon the exercise of
options that are currently exercisable or will become exercisable within
60 days following April 12, 2010 and 4,525 shares of unvested restricted
stock Mr. Weingarten is a member of our Board of
Directors.
|
(8)
|
Includes
14,320 shares of Common Stock that may be acquired upon the exercise of
options that are currently exercisable or will become exercisable within
60 days following April 12, 2010 and 5,025 shares of unvested restricted
stock. Mr. Willett is a member of our Board of
Directors.
|
(9)
|
Includes
22,750 shares of unvested restricted
stock.
|
(10)
|
Includes
25,250 shares of unvested restricted
stock.
|
(11)
|
Includes
20,000 shares of unvested restricted
stock.
|
(12)
|
Includes
352,890 shares of Common Stock that may be acquired upon the exercise of
options that are currently exercisable or will become exercisable within
60 days following April 12, 2010 and 363,375 shares of unvested restricted
stock.
|
(13)
|
Based
solely on information provided by Eagle Asset Management, Inc, in a
Schedule 13G/A filed with the Securities and Exchange Commission on
January 26, 2010. The address of Eagle Asset Management, Inc. is 880
Carillon Parkway, St. Petersburg, FL
33716.
|
(14)
|
Based
solely on information provided by Edmund H. Shea, Jr., Mary Shea and
E&M RP Trust in a Schedule 13G filed with the Securities and Exchange
Commission on November 29, 2007. The address for Edmund H.
Shea, Jr., Mary Shea and E&M RP Trust is 655 Brea Canyon Road, Walnut,
CA 91789.
|
(15)
|
Based
solely on information provided by ROI in a Schedule 13G/A filed with the
Securities and Exchange Commission on March 7, 2006. The
address for ROI is 300 Drakes Landing Road, Suite 175, Greenbrae,
CA 94904. Beneficial ownership information is based upon
information provided by ROI.
|
(16)
|
Based
solely on information provided by Emerson Partners and J. Steven Emerson
in a Schedule 13G/A filed with the Securities and Exchange Commission on
November 17, 2005. The address of J. Steven Emerson is 1522 Ensley Avenue,
Century City, CA 90024. Includes 25,151 shares of Common Stock
owned by Emerson Partners, over which Mr. Emerson exercises voting and
dispositive powers.
|
Fees
Earned or Paid In
|
Stock
|
All
other
|
Total
|
|
Name
|
Cash
($)
|
Awards
($) (1)
|
Compensation
($) (2)
|
($)
|
Mark
T. Boyer (3)
|
22,000
|
18,830
|
2,138
|
42,968
|
F.
Duffield Meyercord (4)
|
32,000
|
18,830
|
2,138
|
52,968
|
Edwin
H. Morgens (5)
|
26,000
|
18,830
|
2,138
|
46,968
|
Allan
D. Weingarten (6)
|
37,000
|
18,830
|
2,138
|
57,868
|
William
Willett (7)
|
22,000
|
20,440
|
2,438
|
44,878
|
(1)
|
The
amount included in “Stock Awards” is the aggregate grant date fair value
computed in accordance with FASB
ASC Topic 718 (formerly FAS
123R).
|
(2)
|
The
amount included in “All Other Compensation” represents dividends that the
Company paid to the directors in 2009
on the unvested portion of their restricted stock
awards.
|
(3)
|
At
December 31, 2009 Mr. Boyer had 3,000 shares of unvested restricted common
stock and 50,125 options outstanding
pursuant to the 1995 Director Plan (defined
below).
|
(4)
|
At
December 31, 2009 Mr. Meyercord had 3,000 shares of unvested restricted
common stock and 31,375 options outstanding
pursuant to the 1995 Director
Plan.
|
(5)
|
At
December 31, 2009 Mr. Morgens had 3,000 shares of unvested restricted
common stock and 31,375 options outstanding
pursuant to the 1995 Director
Plan.
|
(6)
|
At
December 31, 2009 Mr. Weingarten had 3,000 shares of unvested restricted
common stock and 31,375 options outstanding
pursuant to the 1995 Director
Plan.
|
(7)
|
At
December 31, 2009 Mr. Willett had 3,500 shares of unvested
restricted common stock and 14,320 options outstanding
pursuant to the 1995 Stock
Plan.
|
Name
|
Age
|
Principal Occupation and Experience,
Qualifications, Attributes or Skills
|
Director
Since |
Simon
F. Nynens
|
38
|
Mr.
Nynens was appointed our President and Chief Executive Officer in January
2006. Mr. Nynens also was elected to the Board to fill the
vacancy on the Board in January 2006. In June 2006, Mr. Nynens was
appointed Chairman of the Board. He previously held the positions of
Executive Vice President and Chief Financial Officer from June 2004 to
January 2006, and Vice President and Chief Financial Officer from January
2002 to June 2004. Prior to that appointment he served as the Vice
President and Chief Operating Officer of the Company’s European
operations. The Board believes that Mr. Nynens qualifications to serve as
a Board member include his 12 years of service with the Company, and his
previous leadership positions in operations, sales and
finance.
|
January
2006
|
William
H. Willett
|
73
|
Mr.
Willett has served as a Director of the Company since December
1996. Mr. Willett served as Chairman of the Board from July
1998 to July 2006. Mr. Willett also served as President and Chief
Executive Officer of the Company from July 1998 to January 2006. The Board
believes that Mr. Willett’s qualifications to serve on the Board of
Directors include his experience as the former CEO of the Company, his
knowledge of the industry and key contacts within the
industry.
|
December
1996
|
F.
Duffield Meyercord
|
63
|
Mr.
Meyercord has served as a Director of the Company since December 1991. Mr.
Meyercord has been a Managing Partner of Carl Marks Advisory Group, LLC in
New York since 1996. He is also the President and founder of Meyercord
Advisors, Inc., a consulting firm offering financial and operational
assistance to corporations. Mr. Meyercord currently serves as a Director
of the Peapack Gladstone Bank and Headway Corporate Resources. The Board
believes that Mr. Meyercord’s qualifications to serve on the Board include
his 35 years experience in directing strategic projects and providing
operation advisory services to numerous businesses.
|
December
1991
|
Name
|
Age
|
Principal Occupation and Experience,
Qualifications, Attributes or Skills
|
Director
Since |
Edwin
H. Morgens
|
68
|
Mr.
Morgens was a founder of the Company and has served as a Director of the
Company since May 1982. Mr. Morgens is and has been the Chairman and
co-founder of Morgens, Waterfall, Vintiadis & Co. Inc., an investment
firm in New York, New York, since 1968.The Board believes that Mr. Morgens
is qualified to serve on the Board as he provides valuable insight to the
Board from a managerial and entrepreneurial perspective, which he gained
during his extensive experience in the investment
industry.
|
May
1982
|
Allan
D. Weingarten
|
72
|
Mr.
Weingarten has served as a Director of the Company since April 1997. From
January 2001, until retiring in December 2003, Mr. Weingarten was the
Senior Vice President and Treasurer of Jacuzzi Brands, Inc. (formerly
known as U.S. Industries, Inc.). Prior to joining Jacuzzi Brands, Inc.,
from 1995 to 2000, Mr. Weingarten was a business consultant for
manufacturing, service and telecommunications companies. From
1972 to 1995, Mr. Weingarten was a partner at Ernst & Young LLP. In
addition, Mr. Weingarten was a director of public company Whitney
Information Network, Inc. from April 2009 to September 2009. Mr.
Weingarten also served on the Board of Directors of AXS-One, Inc., a
public company, from October 2000 until February 2009. The
Board believes that Mr. Weingarten’s qualifications to serve on the Board
include his wealth of accounting and financial knowledge, as well as his
public company and industry-specific experience.
|
April
1997
|
Mark
T. Boyer
|
52
|
Mr.
Boyer has served as a Director of the Company since April 2001. Mr. Boyer
is and has been the President and a Director of ROI Capital Management in
Greenbrae, California since 1992. The Board believes that Mr. Boyer’s
qualifications to serve on the Board include his decades of experience
investing in and advising technology Companies.
|
April
2001
|
Name
|
Age
|
Position
|
||
Simon
F. Nynens
|
38
|
Chairman,
President and Chief Executive Officer
|
||
Richard
J. Bevis
|
60
|
Vice
President Marketing
|
||
Daniel
T. Jamieson
|
52
|
Vice
President and General Manager-Lifeboat
|
||
Vito
Legrottaglie
|
45
|
Vice
President-Operations
|
||
Kevin
T. Scull
|
44
|
Vice
President and Chief Accounting Officer
|
||
Shawn
J. Giordano
|
40
|
Vice
President-Programmers and TechXtend
|
Contribution
|
Contribution
|
|||||
Operating
|
Operating
|
Margin
|
Margin
|
|||
|
Income
|
Income
|
Targets
|
Targets
|
||
Potential
|
Actual
|
|
Potential
|
Actual
|
||
Name
|
Payouts
|
Payouts
|
|
Payouts
|
Payouts
|
|
Simon
F. Nynens
|
42-150%
|
108%
|
-
|
-
|
||
Kevin
T. Scull
|
15-42%
|
30%
|
-
|
-
|
||
Vito
Legrottaglie
|
10-53%
|
30%
|
5%-20%
|
12%
|
||
Dan
Jamieson
|
13-40%
|
26%
|
13-67%
|
21%
|
||
Shawn
Giordano
|
-
|
-
|
23-108%
|
25%
|
Stock
|
All
Other
|
|||||
Name
and
|
Salary
|
Bonus
|
Awards
|
Compensation
|
Total
|
|
Principal
Position
|
Year
|
($)
|
($)
|
($)(1)
|
($)
|
($)
|
Simon
F. Nynens (2)
|
2009
|
250,000
|
270,000
|
406,805
|
134,505
(3)
|
1,061,310
|
Chairman,
President and Chief Executive Officer
|
2008
|
250,000
|
331,271
|
350,180
|
133,502
(3)
|
1,064,953
|
2007
|
250,000
|
275,000
|
296,780
|
130,325
(3)
|
952,105
|
|
Kevin
T. Scull
|
2009
|
120,000
|
36,500
|
48,985
|
13,981
(3)
|
219,436
|
Vice
President and Chief Accounting Officer
|
2008
|
120,000
|
44,169
|
37,660
|
11,840
(3)
|
213,669
|
2007
|
120,000
|
41,250
|
26,980
|
9,086
(3)
|
197,316
|
|
Vito
Legrottaglie,
|
2009
|
150,000
|
63,000
|
48,985
|
15,733
(3)
|
277,718
|
Vice
President Operations
|
2008
|
150,000
|
73,083
|
37,660
|
13,302
(3)
|
274,045
|
2007
|
148,333
|
80,000
|
13,490
|
6,980
(3)
|
248,803
|
|
Dan
Jamieson,
|
2009
|
150,000
|
70,000
|
48,985
|
15,039
(3)
|
284,024
|
Vice
President and General Manager-Lifeboat
|
2008
|
150,000
|
50,424
|
37,660
|
13,940
(3)
|
252,024
|
2007
|
150,000
|
100,000
|
26,980
|
11,599
(3)
|
288,579
|
|
Shawn
Giordano (4)
|
2009
|
120,000
|
30,000
|
22,725
|
4,911(3)
|
177,636
|
Vice
President-Programmers and TechXtend
|
2008
|
98,333
|
110,000
|
11,400
|
-
|
219,733
|
(1)
|
The
amount included in “Stock Awards” is the aggregate grant date fair value
computed in accordance with FASB ASC Topic 718 (formerly FAS 123R). See
Note 7, “Stockholder’s Equity and Stock Based Compensation” in the
Company’s consolidated financial statements set forth in our Annual Report
on Form 10-K for the assumptions made in determining stock award
values.
|
(2)
|
Mr.
Nynens also serves as the chairman of the Board of Directors but does not
receive any compensation for his service in this
capacity.
|
(3)
|
A
detailed description of the items disclosed as “All-Other Compensation” is
set forth in the table below.
|
(4)
|
Mr. Giordano was
appointed Vice President Sales in August of 2008. Mr. Giordano
joined Wayside Technology Group in November 2007 as Senior Director of
Sales for Programmer's Paradise and
TechXtend.
|
All
Other Compensation
|
|||||||||
401(k)
Matching
Contributions
($)
|
Dividend
|
Personal
Use
of
Company
Car
($)
|
Supplemental
Life
Insurance
Premiums
($)
|
||||||
Equivalents
|
|||||||||
On
Unvested
|
|||||||||
Name
|
Restricted
Stock ($) |
Total
($)
|
|||||||
Simon
Nynens
|
2009
|
8,250
|
115,126
|
6,819
|
4,310
|
134,505
|
|||
2008
|
7,750
|
113,702
|
7,740
|
4,310
|
133,502
|
||||
2007
|
7,750
|
110,525
|
7,740
|
4,310
|
130,325
|
||||
Kevin
Scull
|
2009
|
5,655
|
8,326
|
-
|
-
|
13,981
|
|||
2008
|
5,764
|
6,076
|
-
|
-
|
11,840
|
||||
2007
|
4,311
|
4,775
|
-
|
-
|
9,086
|
||||
Vito
Legrottaglie
|
2009
|
7,407
|
8,326
|
-
|
-
|
15,733
|
|||
2008
|
7,226
|
6,076
|
-
|
-
|
13,302
|
||||
2007
|
5,999
|
4,775
|
-
|
-
|
10,774
|
||||
Dan
Jamieson
|
2009
|
6,713
|
8,326
|
-
|
-
|
15,039
|
|||
2008
|
7,864
|
6,076
|
-
|
-
|
13,940
|
||||
2007
|
6,824
|
4,775
|
-
|
-
|
11,599
|
||||
Shawn
Giordano
|
2009
|
936
|
3,975
|
-
|
-
|
4,911
|
|||
2008
|
-
|
-
|
-
|
-
|
-
|
Grants
of Plan-Based Awards
|
||||||
for
Fiscal Year End
|
||||||
December 31,
2009
|
||||||
All
Other Stock Awards
|
||||||
Number
of Shares of
|
Grant
Date
|
|||||
Grant
|
Stock
|
Fair
Value of Stock Awards
|
||||
Name
|
Date
|
(#)
(1)
|
($)
(2)
|
|||
Simon
Nynens
|
5/05/2009
|
50,000
|
377,500
|
|||
Kevin
Scull
|
5/05/2009
|
10,000
|
75,500
|
|||
Vito
Legrottaglie
|
5/05/2009
|
10,000
|
75,500
|
|||
Dan
Jamieson
|
5/05/2009
|
10,000
|
75,500
|
|||
Shawn
Giordano
|
5/05/2009
|
10,000
|
75,500
|
Outstanding
Equity Awards at December 31, 2009
|
||||||
Option
Awards
|
Stock
Awards
|
|||||
Number
of
|
Number
of
|
Number
of
|
Market
Value
|
|||
Securities
|
Securities
|
|
Shares
or
|
of
Shares or
|
||
Underlying
|
Underlying
|
Option
|
|
Units
of Stock
|
Units
of Stock
|
|
Unexercised
|
Unexercised
|
Exercise
|
Option
|
That
Have
|
That
Have
|
|
Options
(#)
|
Options
(#)
|
Price
|
Expiration
|
Not
Vested
|
Not
Vested
|
|
Name
|
Exercisable
|
Unexercisable
|
($)
|
Date
|
(#)
(1)
|
($)
(2)
|
Simon
Nynens
|
100,000
|
-
|
8.03
|
6/10/2014
|
190,500
|
1,514,475
|
14,320
|
-
|
12.85
|
4/21/2015
|
|||
Kevin
Scull
|
-
|
-
|
-
|
-
|
14,500
|
115,275
|
Vito
Legrottaglie
|
30,000
|
-
|
8.03
|
6/10/2014
|
14,500
|
115,275
|
5,000
|
-
|
12.85
|
4/21/2015
|
|||
Dan
Jamieson
|
40,000
|
-
|
8.03
|
6/10/2014
|
14,500
|
115,275
|
5,000
|
-
|
12.85
|
4/21/2015
|
|||
Shawn
Giordano
|
-
|
-
|
-
|
-
|
11,250
|
89,438
|
Option
Awards
|
Stock
Awards
|
|||||||
Number
of
|
|
Number
of
|
Value
|
|||||
Shares
|
Value
|
Shares
|
Realized
On
|
|||||
Acquired
on
|
Realized
on
|
Acquired
On
|
Vesting
|
|||||
Name
|
Exercise
(#)
|
Exercise
($)
|
Vesting
(#)
|
($)
|
||||
Simon
Nynens
|
-
|
-
|
34,500
|
406,805
|
||||
Kevin
Scull
|
-
|
-
|
4,500
|
48,985
|
||||
Vito
Legrottaglie
|
-
|
-
|
4,500
|
48,985
|
||||
Dan
Jamieson
|
-
|
-
|
4,500
|
48,985
|
||||
Shawn
Giordano
|
-
|
-
|
2,500
|
22,725
|
Plan
Category
|
(a)
Number
of Securities to
be
Issued Upon Exercise
of
Outstanding Options
|
(b)
Weighted
Average
Exercise Price of Outstanding
Options
|
(c)
Number
of Securities Remaining Available
for
Future Issuance Under Equity
Compensation
Plans (Excluding Securities
Reflected
in Column (a))
|
Equity
Compensation Plans Approved by Stockholders (1)
|
720,140
|
$9.44
|
273,500
|
Total
|
720,140
|
$9.44
|
273,500
|
Lump
Sum Payment
|
Lump
Sum Payment
|
Accelerated
Vesting on |
||||||
Based
on
|
Based
on
|
Restricted
|
||||||
Name
|
Salary
($)
|
Bonus($)
|
Stock
($)
|
Total
($)
|
||||
Simon
F. Nynens
|
725,000
|
783,000
|
1,514,475
|
3,022,475
|
||||
Kevin
T. Scull
|
-
|
-
|
115,275
|
115,275
|
||||
Vito
Legrottaglie
|
75,000
|
-
|
115,275
|
190,275
|
||||
Dan
Jamieson
|
-
|
-
|
115,275
|
115,275
|
||||
Shawn
Giordano
|
-
|
-
|
89,438
|
89,438
|
Accelerated
|
||||||||
Payment
|
Vesting
on
|
|||||||
Based On
|
Restricted
|
|||||||
Name
|
Salary
($)
|
Bonus($)
|
Stock
($)
|
Total
($)
|
||||
Simon
F. Nynens
|
250,000
|
(1)
|
-
|
1,514,475
|
1,764,475
|
|||
Kevin
T. Scull
|
-
|
-
|
-
|
-
|
||||
Vito
Legrottaglie
|
75,000
|
-
|
-
|
75,000
|
||||
Dan
Jamieson
|
-
|
-
|
-
|
-
|
||||
Shawn
Giordano
|
-
|
-
|
-
|
-
|
|
·
|
reviewed
and discussed with management our audited financial statements for the
year ended December 31, 2009;
|
|
·
|
discussed
with representatives of Amper, Politziner & Mattia, LLP (the
“Independent Registered Public Accounting Firm”) the matters required to
be discussed by Statement on Auditing Standards No. 61, Communication with
Audit Committees, as amended, as adopted by the Public Company Accounting
Oversight Board in Rule 3200T;
|
|
·
|
received
the written disclosures and the letter from the Independent Registered
Public Accounting Firm required by Independence Standards Board Standard
No. 1, Independence Discussions with Audit Committees, as
amended;
|
|
·
|
discussed
with the Independent Registered Public Accounting Firm its independence
from the Company and management;
and
|
|
·
|
considered
whether the provision by the Independent Registered Public Accounting Firm
of non-audit services is compatible with maintaining the Independent
Registered Public Accounting Firm’s
independence.
|
(except
as marked to the contrary below)
|
NOMINEES: SIMON F. NYNENS,
WILLIAM H. WILLETT, F. DUFFIELD MEYERCORD, EDWIN H. MORGENS, ALLAN
WEINGARTEN AND MARK T. BOYER
|
(INSTRUCTION:
To withhold authority to vote for any one or more nominees, write the
name(s) of such nominee(s) in the space provided
below)
|
Vote
on Proposals
|
For
|
Against
|
Abstain
|
|
2.
|
To
ratify the selection of Amper, Politziner and Mattia, LLP. as
the
|
|||
Company’s
independent registered public accounting firm for the
fiscal
year ending December 31, 2010
|
¨
|
¨
|
¨
|
|
(continued,
and to be executed, on the reverse
side)
|
Dated:
|
,
2010
|
||
SIGNATURE
|
|||
SIGNATURE
IF HELD JOINTLY.
|