UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[x] Definitive Proxy Statement
[x] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-12
Commission File No. 33-18978
TEL-INSTRUMENT ELECTRONICS CORP
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(Name of Registrant as specified in its charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
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1
Tel-Instrument Electronics Corp
728 Garden St.
Carlstadt, NJ 07072
--------------------------------------------------------------------------------
NOTICE
OF
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
December 16, 2009
The Annual Meeting of shareholders of Tel-Instrument Electronics Corp will
be held at the Company's principal office, 728 Garden St., Carlstadt, NJ, on
Wednesday, December 16, 2009 at 4:00 p.m. EST, for the following purposes, as
more fully described in the accompanying Proxy Statement:
1. To elect six directors for one year terms.
2. To ratify the appointment of BDO Seidman, LLP as the Company's
Independent Registered Public Accounting firm for the fiscal year
ended March 31, 2010.
3. To act upon such other business as may properly come before the
meeting, or at any adjournment or postponement thereof.
Shareholders of record at the close of business on November 16, 2009, are
entitled to notice of, and to vote at, the meeting, or at any adjournment
thereof.
We hope that you are able to attend our Annual Meeting.
Whether or not you plan to attend the meeting in person, please vote as
soon as possible by marking, dating, and signing the enclosed proxy card exactly
as your name appears thereon and promptly return it in the envelope provided,
which requires no postage if mailed in the United States. Proxies may be revoked
at any time before they are exercised, in the manner set forth in the Proxy
Statement, and, if you attend the meeting in person, you may withdraw your proxy
and vote personally on any matter properly brought before the meeting.
This Proxy Statement and the accompanying form of Proxy Card are being
mailed beginning on or about November 20, 2009 to Stockholders entitled to vote.
The Company's 2009 Annual Report on Form 10-K and quarterly report on Form 10-Q
for the September 30, 2009 quarter, which contain consolidated financial
statements, are being mailed with this Proxy Statement, but are not a part of
the proxy soliciting materials.
Important Notice Regarding the Availability of Proxy
Materials for the Annual Meeting of Stockholders to be held
on December 16, 2009.
This proxy statement, Annual Report on Form 10-K for 2009 and Quarterly Report
on Form 10-Q for the period ended September 30, 2009 are available at our
corporate website at www.telinstrument.com under "Company" and then go to
"Investor Relations".
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Harold K. Fletcher
-----------------------------------
Harold K. Fletcher
Chairman of the Board
Carlstadt, NJ
November 20, 2009
2
TABLE OF CONTENTS
INFORMATION CONCERNING SOLICITATION AND VOTING.................................4
Proxies.....................................................................4
Record Date and Outstanding Common Stock....................................4
Voting and Solicitation.....................................................5
Revocability of Proxies.....................................................5
Householding of Proxy Materials.............................................6
PROPOSAL NO. 1 - ELECTION OF DIRECTORS.........................................6
General.....................................................................6
Vote Required...............................................................6
Information Regarding the Nominees..........................................7
CORPORATE GOVERNANCE, BOARD MEETINGS AND COMMITTEES............................8
Code of Conduct.............................................................8
Audit Committee.............................................................8
Compensation Committee......................................................9
Nominating Committee.......................................................10
Compensation of Independent Directors......................................11
Compliance with Section 16(a) of the Exchange Act..........................11
PROPOSAL NO. 2 -RATIFICATION OF BDO SEIDMAN, LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.............................................12
Fees Paid to BDO Seidman, LLP..............................................12
Audit Committee Pre-Approval Policy of Audit and Permissible
Non-Audit Services.........................................................12
SECURITY OWNERSHIP............................................................14
EXECUTIVE COMPENSATION........................................................15
Summary Compensation Table ...............................................15
Processes and Procedures.................................................15
Incentive Plan ..........................................................17
Outstanding Equity Awards at Fiscal Year End Table.......................18
Options Exercised During Fiscal Year 2009................................18
Grants of Plan-Based Awards for Fiscal Year 2009 ........................19
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................................19
SHAREHOLDER PROPOSALS.........................................................20
3
Tel-Instrument Electronics Corp
728 Garden St.
Carlstadt, NJ 07072
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PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
December16, 2009
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INFORMATION CONCERNING SOLICITATION AND VOTING
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Proxies
-------
This Proxy Statement is furnished in connection with the solicitation
of proxies by Tel-Instrument Electronics Corp (the "Company" or "Tel") for use
at the annual meeting of shareholders to be held at 4:00 p.m. EST, on Wednesday,
December 16, 2009 at the Company's facilities at 728 Garden St., Carlstadt, NJ,
or at any adjournment or postponement thereof. The Annual Report, which includes
our audited financial statements for the fiscal year ended March 31, 2009, and
our Quarterly Report for the quarter ended September 30, 2009, have been mailed
to you with this Proxy Statement, but are not part of the proxy soliciting
material.
You may vote at the meeting in person or by proxy. We recommend that
you vote by proxy, even if you plan to attend the meeting. You can always change
your vote at the meeting. Giving us your proxy means you authorize us to vote
your shares at the meeting in the manner you direct. You may vote for some, all,
or none of the director candidates. You may also vote for or against other
proposals, or you may abstain from voting.
All shares of common stock represented at the meeting by properly
executed and returned proxies, unless such proxies have previously been revoked,
will be voted at the annual meeting and, where the manner of voting is specified
on the proxy, will be voted in accordance with such specifications. Shares
represented by properly executed and returned proxies, on which no specification
has been made, will be voted for the election of the nominees for director named
herein, and for the ratification of BDO Seidman, LLP as the Company's
independent registered public accounting firm for the fiscal year ending March
31, 2010. If any other matters are properly presented at the annual meeting for
action, including a question of adjourning or postponing the annual meeting from
time to time, the persons named in the proxies and acting thereunder, will have
discretion to vote on such matters in accordance with their best judgment. The
Company is unaware of any matters which will be submitted to Shareholders for
action, other than as stated in the Proxy card.
The Notice of Annual Meeting, this Proxy Statement, and the related
proxy card are first being mailed to shareholders on or about November 20, 2009.
Record Date and Outstanding Common Stock
----------------------------------------
The Board of Directors has fixed the close of business on November 16,
2009, as the Record Date for determining the holders of outstanding common stock
entitled to notice of, and to vote at, the annual meeting. On that date, there
were 2,601,261 shares of common stock issued, outstanding, and entitled to vote.
4
Voting and Solicitation
-----------------------
Each shareholder is entitled to one vote, exercisable in person or by
proxy, for each share of common stock held of record on the record date.
Shareholders are entitled to vote their shares for each proposal and for each
nominee, and cumulative voting is not permitted. Shareholders may vote
separately for each nominee.
If your shares are held by a bank, brokerage firm or other nominee,
you are considered the "beneficial owner" of those shares held in "street name".
If your shares are held in street name, these proxy materials are being
forwarded to you by your bank, brokerage firm or nominee (the "Record Holder"),
along with a voting instruction card. As the beneficial owner, you have the
right to direct the Record Holder how to vote your shares, and the Record Holder
is required to follow your instructions. If you do not give instructions to your
bank, broker or nominee, it will nevertheless be entitled to vote your shares in
its discretion on the election of directors and ratification of the independent
auditors, but will not be permitted to vote on any other non-routine matters
which may be submitted at the meeting, and your shares will be considered broker
non-votes on these matters, if any. Broker non-votes on a proposal are shares
held by brokers that do not have discretionary authority to vote on the matter,
have not received voting instructions from their clients and do not vote on
specific proposals.
The presence in person or by proxy, of a majority of the shares of
common stock outstanding and entitled to vote is necessary to constitute a
quorum for the transaction of business at a meeting. An affirmative vote of a
majority of the shares of common stock present in person or by proxy, at a
meeting where there is a duly constituted quorum is necessary to adopt any
matter submitted for vote. All votes will be tabulated by the inspector of
election for the meeting appointed by the Directors and who will separately
tabulate affirmative and negative votes, abstentions, and broker non-votes.
Proxies on which no specification has been made will be counted for
quorum purposes and voted for the election of the nominees listed below, and the
ratification of the appointment of BDO Seidman, LLP as the Company's independent
registered public accounting firm, and, if any, for other matters that are
properly raised at the meeting, we will use our best judgment to vote your
proxy. As of the date of this Proxy Statement, we are unaware of any other
matters to be voted on. If you mark the Proxy Card indicating withholding of
your vote, the equivalent to abstaining, your proxy will be counted in
determining the quorum, but will not be a vote cast and, therefore, it will have
the effect of a vote cast "against" the proposal.
Tel will pay the expenses incurred in connection with the solicitation
of proxies, and we are soliciting proxies principally by mail. In addition,
directors, officers, and regular employees may solicit proxies, personally or by
telephone, for which they will receive no consideration other than their regular
compensation. We will also request brokerage houses, nominees, custodians, and
fiduciaries to forward soliciting material to the beneficial owners of shares of
common stock held by them, as of the record date, and will reimburse such
persons for their reasonable expenses so incurred.
Revocability of Proxies
-----------------------
Any shareholder who executes and returns a proxy may revoke it at any
time before it is voted by (a) executing a later-dated proxy relating to the
same shares and delivering it to our Corporate Secretary before the vote at the
meeting, (b) filing a written notice of revocation bearing a later date than his
proxy, with our Corporate Secretary, before the vote at the meeting, or (c)
appearing in person at the meeting, filing a written notice of revocation and
voting in person the shares to which the proxy relates. Any written notice or
subsequent proxy should be delivered to Tel-Instrument Electronics Corp, 728
Garden St., Carlstadt, NJ 07072, Attn: Joseph P. Macaluso.
5
Householding of Proxy Materials
-------------------------------
To reduce printing costs and postage fees of sending duplicate proxy
materials, we have adopted a practice approved by the Securities and Exchange
Commission ("SEC") called "householding." Under this practice, stockholders who
have the same address and last name and who do not participate in electronic
delivery of proxy materials, will receive only one copy of our proxy materials
unless one or more of these stockholders notifies us that they wish to continue
receiving individual copies. Stockholders who participate in householding will
continue to receive separate proxy cards.
If you share an address with another stockholder and receive only one
set of proxy soliciting materials and would like to request a separate copy of
these materials, please send your request to the Company, 728 Garden Street,
Carlstadt, NJ 07072, Attn: Joseph P. Macaluso. We will deliver the requested
documents promptly upon your request.
PROPOSAL NO. 1: ELECTION OF DIRECTORS
-------------------------------------
General
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The Board consists of six directors elected annually. The six director
candidates named below have been nominated for one-year terms. Please see
"Nominating Committee" below for the Company's nominating procedures.
Each candidate currently serves as a director. None of the candidates,
except Harold K. Fletcher, Chairman of the Board and CEO of the Company and
Jeffrey O'Hara, President and COO are employed by the Company; Messrs. Leon,
Rice, and Walker are independent as defined in the rules of the NYSE Amex. Mr.
Melnick was a Vice president of the Company until September 2009. Directors are
elected annually, and until their successors have been elected and qualified.
Pursuant to the By-Laws, the directors may elect a director to fill a
term until the following Annual Meeting of Shareholders, provided that there is
an opening.
It is intended that votes will be cast pursuant to the enclosed proxy
card for the election of the nominees listed in the table below, except for
those proxies that withhold such authority. Shareholders do not have cumulative
voting rights with respect to the election of directors, and each proxy will be
voted for each of the six nominees (unless authority is withheld). If any of the
nominees shall be unable or unwilling to serve as a director, it is intended
that the proxy will be voted for the election of such other person or persons as
the proxies may recommend in the place of such nominee. We have no reason to
believe that any of the nominees will not be candidates or will be unable to
serve.
Vote Required
-------------
The six nominees receiving the highest number of affirmative votes of
the shares entitled to vote at the annual meeting, where a quorum is present,
shall be elected to the Board of Directors. (The number of shares voted "For" a
nominee must exceed the number of shares voted "Against" that nominee.) The
officers and directors, who own over 50% of the outstanding Common Stock (See
"Security Ownership" below), have stated that they will vote their shares for
the six nominees listed below. The Board of Directors recommends that
shareholders vote FOR each of the nominees listed below. Unless you indicate
otherwise, your proxy will be voted for the election of the nominees listed
below.
6
Information Regarding the Nominees
Director
Name (age) Position Since
---------- -------- -----
Harold K. Fletcher (1) Chairman of the Board, 1982
(84) Chief Executive Officer of
the Company since 1982;
Jeffrey C. O'Hara, CPA (1) Director; President since August 2007; 1998
(51) Chief Operating Officer
since April 2006; and Vice President
of the Company since August, 2005.
Independent Financial Consultant
from 2001; Chief Financial
Officer from 1999-2000
of Alarm Security Group;
George J. Leon Director; an Investment 1986
(65) Manager and beneficiary of
the George Leon Family Trust
(investments) since 1993;
Robert J. Melnick Director; Vice President of 1998
(75) the Company from 1999 until
September 2009; Marketing
and Management Consultant for
the Company since 1991;
Robert A. Rice Director; President and 2004
(54) Owner of Spurwink Cordage, Inc since
1998 (textile manufacturing).
Robert H. Walker Director; Member of Board of 1984
(73) Directors of Robotic Vision
Systems, Inc. (RVSI), 1990-2005
Executive Vice President of RVSI,
1983-1998.
(1) Mr. O'Hara is the son-in-law of Mr. Harold K. Fletcher.
7
CORPORATE GOVERNANCE, BOARD MEETINGS AND COMMITTEES
---------------------------------------------------
The Board of Directors is responsible for supervision of the overall
affairs of the Company. The Board held 7 meetings during the fiscal year 2009,
and each of the incumbent directors attended all of the meetings. The Company
expects directors to attend all Board, Committee, and Shareholder meetings.
Three of the six Directors, Messrs Leon, Rice and Walker, are independent under
the Rules of the NYSE Amex (the "NYSE Amex").
To assist it in carrying out its duties, the Board has delegated
certain authority to committees. The Board has established standing Audit and
Compensation Committees, and has delegated nominating responsibility to the
three Directors who are independent under the Rules of the NYSE Amex ("NYSE Amex
Rules"). Our Audit and Compensation Committees consist of only independent,
non-employee directors.
Code of Conduct
---------------
The Company has had corporate governance standards and policies,
regulating officer, director and employee conduct for many years. In fiscal
2004, we reviewed our standards and policies and incorporated them into our new
Code of Business Conduct, which we believe satisfies the rules promulgated by
the SEC and the NYSE Amex. The Code applies to all employees, including our
Chief Executive Officer, Chief Operating Officer and our Principal Accounting
Officer, and is available to any shareholder free of charge, by submitting a
written request to the Company, 728 Garden Street, Carlstadt, NJ 07072, Attn:
Joseph P. Macaluso.
Audit Committee
---------------
The Board of Directors established a separately designated standing
Audit Committee in accordance with Section 3(a)(58)(A) of the Securities
Exchange Act of 1934 and of the Rules of The NYSE Amex. The Audit Committee is
comprised of Messrs. Walker (Chairman), Leon, and Rice. Messrs. Walker, Leon,
and Rice are independent, as that term is defined under the Securities Exchange
Act of 1934, and Mr. Walker is a financial expert as defined in that act. Mr.
Walker served as director and Executive Vice President of Robotic Vision
Systems, Inc., a reporting company, and as its principal financial officer for
over 15 years.
The Audit Committee reviews the Company's financial statements, and
oversees the Company's accounting, audits, internal controls, and adherence to
its Business Conduct Guidelines. The Committee also appoints and recommends to
the Board of Directors the Company's independent registered public accounting
firm and reviews and evaluates the independent registered public accountants'
compensation, services performed, and procedures for ensuring its independence
with respect to the Company. The Board of Directors has adopted a written
charter for the Audit Committee.
During fiscal 2009, all three members of the Committee attended all 5
of the Audit Committee meetings. In the opinion of the Board, and as
"independent" is defined under NYSE Amex Rules, Messrs. Walker, Leon and Rice
are independent of management and free of any relationship which might interfere
with their exercise of independent judgment as members of this committee.
8
Audit Committee
---------------
The Audit Committee has: (i) reviewed and discussed with management
the Company's audited financial statements for the fiscal year ended March 31,
2009; (ii) discussed with BDO Seidman the matters required to be discussed by
Statement on Auditing Standards No. 61, as amended, as adopted by the Public
Company Accounting Oversight Board in Rule 3200T; (iii) received the written
disclosures and the letter from BDO Seidman required by applicable requirements
of the Public Company Accounting Oversight Board regarding BDO Seidman's
communications with the Audit Committee concerning independence; and (iv)
discussed with BDO Seidman its independence from the Company. The Audit
Committee has also discussed with management of the Company and BDO Seidman such
other matters and received such assurances from them as it deemed appropriate.
The Audit Committee meets regularly with management and BDO Seidman, and then
with BDO Seidman without management present, to discuss the result of BDO
Seidman's examination, the evaluation of the Company's internal control over
financial reporting and the overall quality of the Company's accounting.
In reliance on the reviews and discussions referred to above, the
Audit Committee recommended to the Board of Directors, and the Board has
approved, that the audited financial statements for the fiscal year ended March
31, 2009 be included in the Company's Annual Report on Form 10-K for filing with
the SEC.
Audit Committee of the
Board of Directors
Robert H. Walker, Chairman
George J. Leon
Robert A. Rice
Compensation Committee
----------------------
The Compensation Committee, consists and consisted during fiscal 2009
of George J. Leon, Robert A. Rice and Robert H. Walker, is responsible for (1)
reviewing and evaluating employee stock and other compensation programs and
plans, (2) determining the compensation of the Chief Executive Officer, and (3)
approving compensation arrangements, including Keyman incentive compensation and
stock option grants, for management and other employees. The Board created the
Compensation Committee by resolution giving it the foregoing authority, but the
committee does not have a written charter.
The Compensation Committee met 2 times during the 2009 fiscal year;
Messrs. Leon Rice and Walker attended all of the meetings. Messrs. Leon, Rice
and Walker are independent, as defined in the NYSE Amex Rules. See "Executive
Compensation" below for a discussion of the Committee's processes and procedures
for reviewing and determining compensation.
9
Nominating Committee
--------------------
The Board of Directors designated George J. Leon, Robert A. Rice and
Robert H. Walker, each of whom is not an employee of the Company, and is an
independent director under NYSE Amex Rules, to act as a Nominating Committee of
the Board pursuant to a "Procedures Resolution" adopted by the Board.
The Board directed that candidates for director should have a
commitment to enhancing long term shareholder value and possess a high level of
personal and professional ethics and sound business judgment. In addition, they
should have (a) experience in business, finance, technology or administration,
(b) familiarity with the Company, its technology, business and industry, and (c)
appreciation of the relationship of the Company's business to changing needs in
our society. In order to identify director candidates, the Committee relies on
its and the Board's personal business experience and contacts, and its
evaluation of any recommended candidates. The Committee does not intend to
retain consultants to identify candidates, or to pay fees in this connection.
The Board of Directors unanimously concluded that it is not
appropriate to have a specific policy with regard to shareholder communications
to the Board or to director candidates recommended by Shareholders, because (a)
the officers and directors own over 50% of the outstanding shares, (b) the
remaining shares are limited and relatively widely held, and (c) Shareholders
have not submitted recommendations or comments in the past. The Nominating
Committee will consider any shareholder communication and any recommendations,
if made in accordance with the following paragraph, by Shareholders owning more
than 5% of the outstanding stock for over 1 year, and will make its
recommendations for nominees based on the criteria set forth above. No
shareholder recommendations were received in connection with the Annual
Shareholders' Meeting scheduled for December 16, 2009.
If a shareholder (or shareholders), who has owned at least 5% of the
outstanding Common Stock, for at least 1 year, wishes to submit to the
Nominating Committee a recommendation for a nominee as a director, for
consideration in connection with the 2010 annual meeting, they may send their
recommendation to the Company, Attention: Joseph P. Macaluso, not later than
August 18, 2010. The written recommendation must (a) identify the nominee, (b)
identify the shareholder or shareholders making the recommendation, (c) provide
a written consent of both the recommending shareholder and the recommended
nominee to be identified in the Proxy Statement, and (d) provide proof that the
security holder or group satisfies the ownership and holding period specified
above. The Committee will consider shareholder recommendations, but is not
obligated to submit the recommendations to the Board or the shareholders. (See
"Shareholder Proposals" below.)
The six candidates for Directors being submitted to Shareholders
pursuant to this Proxy Statement were recommended to the Board by the Nominating
Committee.
10
Compensation of Independent Directors
Directors who are not employees or officers of the Company receive
$1,250 in cash and options, at the then market price, to purchase 1,000 shares
of common stock for attendance at each in-person meeting and $625 in cash and
options to purchase 500 shares for attendance at each formal telephonic meeting
of the Board or of a standing committee. During fiscal year 2009 non-employee
directors received the following compensation pursuant to this plan.
----------------- -------------------- ---------------------- ---------
Name Cash Compensation Option Awards ($)(1) Total $
---- ----------------- -------------------- -------
----------------- -------------------- ---------------------- ---------
George J. Leon $8,750 $9,334 $18,084
----------------- -------------------- ---------------------- ---------
Robert A. Rice $8,750 $9,334 $18,084
----------------- -------------------- ---------------------- ---------
Robert H. Walker $8,750 $9,334 $18,084
----------------- -------------------- ---------------------- ---------
(1) Amounts in this column represent the fair value required by FASB 123R to be
included in our financial statements for each option granted during fiscal
year 2009.
(2) Total outstanding options for all three outside directors were 96,000 at
March 31 2009.
Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------
Section 16(a) of the Exchange Act requires reports to be filed with
the SEC, relating to stock ownership of officers, directors, and beneficial
owners of 10% or more of the Company stock. For the fiscal year ended March 31,
2009, the Company believes, based on reports filed with it, that all required
reports under Section 16(a) have been filed.
11
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF BDO SEIDMAN, LLP
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AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
------------------------------------------------
BDO Seidman, LLP currently serves as the Company's independent
registered public accounting firm and that firm conducted the audit of the
Company's consolidated financial statements for the fiscal years ended March 31,
2009 and 2008. The Audit Committee has appointed BDO Seidman, LLP to serve as
the Company's independent registered public accounting firm to audit the
Company's consolidated financial statements for the fiscal year ending March 31,
2010 and recommended to the Board that its appointment be submitted to the
shareholders for ratification. The Board concurred with this appointment and
recommendation. Even if the appointment is ratified, the Audit Committee may, in
its discretion, direct the appointment of different auditors at any time during
the year if it determines that such a change would be in the best interests of
the Company and its shareholders.
A representative of BDO Seidman, LLP is expected to attend the meeting
and will be available to answer stockholder questions, and will have the
opportunity to make a statement, if he or she wishes to do so.
Fees Paid to BDO Seidman
------------------------
For the fiscal years ended March 31, 2009 and 2008, professional
services were performed by BDO Seidman, LLP, and fees were paid to it by the
Company, as follows:
2009 2008
---- ----
Audit Fees and Expenses $105,000 $102,200
Audit-Related Fees -- --
-------- --------
Total Audit and Audit-Related Fees 105,000 102,200
Tax Fees -- --
All Other Fees -- --
-------- --------
Total $105,000 $102,200
======== ========
Audit Fees. This category includes the audit of the Company's consolidated
financial statements and reviews of the financial statements included in the
Company's Quarterly Reports on Form 10-Q. It also includes advice on accounting
matters which arose during, or as a result of, the audit or the review of
interim financial statements, and services which are normally provided in
connection with regulatory filings, or in an audit engagement.
Audit Related Fees, Taxes and Other Fees. No fees under these categories were
paid to BDO Seidman, LLP in 2009 and 2008.
Audit Committee Pre-Approval Policy of Audit and Permissible Non-Audit Services
-------------------------------------------------------------------------------
The Audit Committee has established a policy which requires it to specifically
pre-approve all audit and permissible non-audit services, including
audit-related and tax services, if any, to be provided by the independent
registered public accountant. Preapproval is generally provided for up to one
year and is detailed as to the particular service or category of service to be
performed, and is subject to a detailed budget. The auditor and management are
required to report periodically to the Audit Committee regarding the extent of
services performed and the amount of fees paid to date, in accordance with the
pre-approval.
The Audit Committee approved the Auditors' fees in fiscal years 2008 and 2009
described above.
12
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE TO RATIFY THE
SELECTION OF BDO SEIDMAN, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR FISCAL YEAR 2010. THE AFFIRMATIVE VOTE OF A MAJORITY OF THE SHARES
PRESENT IN PERSON OR BY PROXY, PROVIDING THAT A QUORUM CONSISTING OF A MAJORITY
OF OUTSTANDING SHARES IS PRESENT, WILL RATIFY THE APPOINTMENT OF BDO SEIDMAN,
LLP. THE OFFICERS AND DIRECTORS, WHO OWN OVER 50% OF THE OUTSTANDING STOCK, HAVE
STATED THAT THEY WILL VOTE THEIR SHARES FOR RATIFICATION. UNLESS YOU INDICATE
OTHERWISE, YOUR PROXY WILL BE VOTED "FOR" RATIFICATION.
13
SECURITY OWNERSHIP
------------------
The following table sets forth information known to the Company with respect to
the beneficial ownership as of November 4, 2009, of the Company's Common Stock,
$.10 par value, of (i) all persons who are beneficial owners of five percent
(5%) or more of the Company's Common Stock, (ii) each director and nominee,
(iii) the named Officers, and (iv) all current directors and executive officers
as a group.
Number of Shares Percentage
Name and Address Beneficially Owned of Class(1)
---------------- ------------------ -----------
Named Directors and Officers
----------------------------
Harold K. Fletcher, Director 650,602 (2) 26.2%
and Chief Executive Officer
728 Garden Street
Carlstadt, NJ 07072
George J. Leon, Director 380,467 (3) 15.3%
116 Glenview
Toronto, Ontario, Canada M4R1P8
Robert J. Melnick, Director 47,600 (4) 1.9%
57 Huntington Road
Basking Ridge, NJ 07920
Jeffrey C. O'Hara, Director 185,600 (5) 7.5%
and President
853 Turnbridge Circle
Naperville, IL 60540
Robert A. Rice, Director 102,804 (6) 4.1%
5 Roundabout Lane
Cape Elizabeth, ME 04107
Robert H. Walker, Director 66,083 (7) 2.7%
27 Vantage Court
Port Jefferson, NY 11777
Donald S. Bab, Secretary 82,034 3.3%
770 Lexington Ave.
New York, New York 10021
Marc A. Mastrangelo 10,800 (8) 0.4%
136 Poplar Avenue
Pompton Lakes, NJ 07442
All Officers and Directors 1,525,990 (9) 59.9%
as a Group (8 persons)
Hummingbird Management, LLC 140,600 (10) 5.9%
460 Park Avenue
New York, NY 10022
14
(1) The class includes 2,601,261 shares outstanding plus shares
outstanding under Rule 13d-3(d)(1) under the Exchange Act. The common
stock, deemed to be owned by the named parties, includes stock which
is not outstanding but is subject to currently exercisable options
held by the individual named. The foregoing information is based on
reports made by the named individuals.
(2) Includes 24,681 shares owned by Mr. Fletcher's wife, and 4,254 shares
owned by his son. Mr. Fletcher disclaims beneficial ownership of the
shares owned by his wife and son.
(3) Includes 299,517 shares owned by the George Leon Family Trust, of
which Mr. Leon is a beneficiary and 15,100 shares subject to currently
exercisable stock options. Mr. Leon acts as a manager of the trust
assets pursuant to an informal family, oral arrangement and disclaims
beneficial ownership of the shares owned by the Trust.
(4) Includes 10,000 shares subject to currently exercisable stock options
owned by Mr. Melnick.
(5) Includes 9,000 shares subject to currently exercisable stock options
owned by Mr. O'Hara.
(6) Includes 15,700 shares subject to currently exercisable stock options
owned by Mr. Rice.
(7) Includes 12,000 shares subject to currently exercisable stock options
owned by Mr. Walker.
(8) Includes 7,800 shares subject to currently exercisable stock options
owned by Mr. Mastrangelo.
(9) Includes 69,600 shares subject to currently exercisable options held
by all executive officers and directors of the Company (including
those individually named above).
(10) Based on Schedule 13D filed with the SEC on February 26, 2008 and
furnished to the Company.
15
EXECUTIVE COMPENSATION
----------------------
The following table presents information regarding compensation of our principal
executive officer, and the two most highly compensated executive officers other
than the principal executive officer for services rendered during fiscal years
2009 and 2008.
Summary Compensation Table
--------------------------
------------------------------- ------- ------------- --------------- ------------- ------------------- ----------
Name and Principal Position Fiscal Salary ($) Incentive Option All Other Total
Year (1) ($) (2) Awards ($) Compensation $ ($)
(3) (4)
------------------------------- ------- ------------- --------------- ------------- ------------------- ----------
Harold K. Fletcher, CEO (6) 2009 159,000 6,000 -0- 7,372 172,372
------------------------------- ------- ------------- --------------- ------------- ------------------- ----------
2008 159,000 -0- -0- 7,613 166,613
------------------------------- ------- ------------- --------------- ------------- ------------------- ----------
------------------------------- ------- ------------- --------------- ------------- ------------------- ----------
Jeffrey C. O'Hara, 2009 130,770 6,000 21,573 16,846 175,189
President (8)
------------------------------- ------- ------------- --------------- ------------- ------------------- ----------
2008 113,500 -0- 26,175 14,425 154,100
------------------------------- ------- ------------- --------------- ------------- ------------------- ----------
------------------------------- ------- ------------- --------------- ------------- ------------------- ----------
Marc A. Mastrangelo, Vice 2009 128,097 6,000 19,640 15,667 169,404
President - Operations
------------------------------- ------- ------------- --------------- ------------- ------------------- ----------
2008 123,000 -0- -0- 26,049 (5) 149,049
------------------------------- ------- ------------- --------------- ------------- ------------------- ----------
(1) The amounts shown in this column represent the dollar value of base
cash salary earned by each named executive officer ("NEO").
(2) As awarded by the Compensation Committee. (See processes and
procedures below). No incentive compensation was made to the NEO's in
2008.
(3) Amounts in this column represent the fair value required by FASB 123R
to be included in our financial statements for all options granted
during that year, as disclosed in the Financial Statements and Notes
included in our Annual Report on Form 10-K for the period ended March
31, 2009.
(4) The amounts shown in this column represent amounts for medical and
life insurance as well as the Company's match in the 401(k) Plan.
(5) Includes 3,000 shares of stock issued in lieu of compensation with a
fair value of $11,700.
(6) See Note 9 to Notes to Consolidated Financial Statements in Form 10-K
for description of notes previously issued to Mr. Fletcher.
(7) Robert J. Melnick, Vice President (during 2009) and director, served
pursuant to a consulting contract that provided $73,370 and $85,090 in
compensation for the fiscal years ended March 31, 2009 and 2008,
respectively.
(8) Mr. O'Hara's employment arrangement calls for an annual salary of
$140,000 and stock options for 15,000 shares of common stock.
Processes and Procedures
------------------------
The Compensation Committee recommends to the Board, compensation for all
employees, including executive officers. Employee directors are not compensated
as Directors and the compensation for non-employee directors is determined
annually by the entire Board.
The Committee evaluates the performance of the executive officers on an ongoing
basis during the year. Management submits a proposal near the end of the year
for annual compensation of all employees, including executives, based on its
evaluation of the employee's performance and contribution to the Company. The
proposal recommends salary levels, keyman incentive awards, and stock option
16
grants. The Committee considers management's evaluation of each executive as
well as the Committee's own evaluation of his performance and published
information on compensation for similar positions in competitive businesses.
Because the Company is small and the executives are critical to its business
success, compensation is also based on overall business success.
The Compensation Committee independently evaluates the performance of the CEO
and determines the CEO's salary, bonus and stock option grant. The Compensation
Committee sets qualitative objectives and responsibilities for the CEO
consistent with the Corporation's business model. These include creating
shareholder value through a balanced focus on long-term returns on capital
employed, earnings per share and total shareholder return; developing the
long-term business strategy and assessing the effectiveness of the Corporation's
management development and succession planning process across the organization;
ensuring that every business line develops and meets high standards of safety,
health, environmental performance as well as high ethical standards and
compliance with applicable legal requirements; stewardship and enforcement on
internal business controls; communicating effectively with all the Corporation's
stockholders, and working effectively with the Board in the pursuit of all these
objectives.
The Committee does not delegate any of its responsibility and uses consultants
only as a source of information about compensation in comparable businesses.
Incentive Plan
The Company has a key man incentive compensation program. Each year the
Compensation Committee determines a percentage of operating profits to be
distributed among senior employees, including executive officers. The percentage
determined is based on the general performance of the Company, and the amount of
operating profits available for shareholders and for reinvestment in the
business. This element of compensation provides an incentive for short-term
performance.
The percentage of operating profits so determined is then distributed to senior
employees, including executive officers and to a category entitled "other",
based on (a) the amount of the employee's base salary, (b) his contribution to
the Company, (c) the results of that contribution, (d) an estimated amount of
his "special effort" on behalf of the Company, (e) his technical expertise,
leadership, and management skills, and (f) the level of the overall compensation
paid employees performing similar work in competitive companies.
17
Outstanding Equity Awards at Fiscal Year End Table
--------------------------------------------------
The following table sets forth the outstanding employee stock option equity
grants held by the named executive officers at the end of the 2009 fiscal year.
The option exercise price set forth in the table is based on the closing price
on the date of grant.
-------------------------- ------------------------- ------------------------- ---------------------- --------------------
Number of Securities Number of Securities
-------------------- --------------------
Name Underlying Unexercised Underlying Unexercised
---- ---------------------- ----------------------
Options (#) Options (#) Option Exercise Option Expiration
----------- ----------- --------------- -----------------
Exercisable Unexercisable (1) Price ($) Date
----------- ----------------- --------- ----
-------------------------- ------------------------- ------------------------- ---------------------- --------------------
-------------------------- ------------------------- ------------------------- ---------------------- --------------------
Harold K. Fletcher 15,000 -0- $3.74 12/08/09
-------------------------- ------------------------- ------------------------- ---------------------- --------------------
-------------------------- ------------------------- ------------------------- ---------------------- --------------------
Jeffrey C. O'Hara 7,500 -0- $2.85 - $3.70 5/15/09 - 12/08/09
-------------------------- ------------------------- ------------------------- ---------------------- --------------------
18,500 -0- $3.55 - $4.25 1/28/10 - 8/15/10
-------------------------- ------------------------- ------------------------- ---------------------- --------------------
6,000 9,000 $3.70 9/17/12
-------------------------- ------------------------- ------------------------- ---------------------- --------------------
-0- 15,000 $3.58 3/02/14
-------------------------- ------------------------- ------------------------- ---------------------- --------------------
-------------------------- ------------------------- ------------------------- ---------------------- --------------------
Robert J. Melnick 10,000 -0- $3.40 12/08/09
-------------------------- ------------------------- ------------------------- ---------------------- --------------------
-0- 2,500 $3.89 3/18/14
-------------------------- ------------------------- ------------------------- ---------------------- --------------------
-------------------------- ------------------------- ------------------------- ---------------------- --------------------
Marc A. Mastrangelo 3,000 -0- $3.40 12/08/09
-------------------------- ------------------------- ------------------------- ---------------------- --------------------
2,400 1,600 $3.55 2/28/09
-------------------------- ------------------------- ------------------------- ---------------------- --------------------
2,400 3,600 $3.35 1/24/12
-------------------------- ------------------------- ------------------------- ---------------------- --------------------
-0- 5,000 $3.58 3/02/14
-------------------------- ------------------------- ------------------------- ---------------------- --------------------
-0- 8,000 $3.89 3/18/14
-------------------------- ------------------------- ------------------------- ---------------------- --------------------
-------------------------- ------------------------- ------------------------- ---------------------- --------------------
(1) Options are exercisable, on a cumulative basis, 20% at or after each of the
first, second, and third anniversary of the grant and an additional 40% after
the fourth year anniversary.
Options Exercised During Fiscal Year 2009
-----------------------------------------
The following table sets forth the number of shares acquired upon exercising
options awards by our named executive officers ("NEOs") during fiscal year 2009.
---------------------------- ----------------------- -------------------------------------
Number of shares
----------------
acquired on
-----------
Name excercise Value realized on exercise (1)
---- --------- ------------------------------
---------------------------- ----------------------- -------------------------------------
Jeffrey C. O'Hara 9,000 $13,500
---------------------------- ----------------------- -------------------------------------
(1) Value stated calculated by subtracting the exercise price from the market
value at time of exercise.
Options granted to NEOs are consistent with the terms of options granted to
other employees pursuant to the Employee Stock Option Plans. Options granted to
NEOs may be tax sheltered to the grantee, and their cost constitutes a current
charge to the Company (see Notes 2 and 13 to the Financial Statements included
in the Company's Annual Report of Form 10-K for the fiscal year ended March 31,
2009).
18
Grants of Plan-based Awards Table for Fiscal Year 2009
------------------------------------------------------
The following table sets forth information on stock options granted during or
for the 2009 fiscal year to our named executive officers.
------------------------- ----------- ---------- -------------------- --------------------- ---------------------
Name Approval Grant All Other Option Exercise or Base Grant date Fair
Awards: Number of Price of Option
Shares of Awards value of option
Date Date Stock (#) ($/Share) Awards ($)
------------------------- ----------- ---------- -------------------- --------------------- ---------------------
Jeffrey C. O'Hara 03/02/09 03/02/09 15,000 $3.58 $21,573
------------------------- ----------- ---------- -------------------- --------------------- ---------------------
Marc A. Mastrangelo 03/02/09 03/02/09 5,000 $3.58 $7,191
03/18/09 03/18/09 8,000 $3.89 $12,449
------------------------- ----------- ---------- -------------------- --------------------- ---------------------
The exercise price of the options granted was the fair market value at the date
of grant of the shares underlying such options. The estimated fair value of the
shares underlying such options was determined utilizing the methodology
described in Note 13 of the notes to the consolidated financial statements.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
Any corporate transaction which involves a related person must be approved by
the independent directors as being fair and reasonable to the Corporation and
its shareholders. Any such approval would be included in the minutes of the
Board of Directors. There were no such transactions during the last fiscal year
that would be required to be reported under Item 404 of Regulation S-K
promulgated by the Securities and Exchange Commission. See Notes 5 and 6 to
"Summary Compensation Table" above.
19
SHAREHOLDER PROPOSALS
---------------------
Proxy Materials
---------------
If a shareholder wishes to present a proposal for inclusion in the proxy
materials for the 2010 annual meeting of shareholders, the proposal must be sent
by certified mail, return receipt requested, and must be received at the
executive officers of Tel-Instrument Electronics Corp, 728 Garden St.,
Carlstadt, NJ 07072, Attn: Joseph P. Macaluso, no later than August 18, 2010.
All proposals must conform to the rules and regulations of the Securities and
Exchange Commission. See "Nominating Committee" above.
Annual Meeting
--------------
A shareholder must give written notice to the Company of a proposal, not
subject to SEC Rule 14a-8, or of a nomination, which the shareholder intends to
submit at the annual meeting, at least 45 days before the anniversary of the
date on the prior year's Proxy Statement. If the Company does not receive such
written notice, prior to such 45 day period, all Proxy cards will be voted at
the meeting, as directed by the Board of Directors, in respect of such proposal
or nomination.
No shareholder proposals or notices were received in connection with the
2009 meeting.
To be timely for the 2010 Annual Meeting, written notice must be received
by the Company at the above address, prior to November 1, 2010.
Shareholder Communications
--------------------------
Any shareholder wishing to communicate with the Board of Directors may send a
written communication, stating their name, the amount and duration of their
share ownership and the substance of their communication to the Company at the
address stated above under "Proxy Material" and the communication will be
distributed to each director.
20
ANNUAL REPORT ON FORM 10-K AND QUARTERLY REPORT ON FORM 10-Q
------------------------------------------------------------
A copy of our annual report on Form 10-K for the fiscal year ended March 31,
2009, and a copy of our quarterly report on Form 10-Q for the period ended
September 30, 2009, as filed with the Securities and Exchange Commission,
including the financial statements and financial statement schedules thereto,
accompany the notice of this annual meeting, proxy statement and the related
proxy card, but are not proxy solicitation material. We will furnish to any
person whose proxy is being solicited, any exhibit described in the exhibit
index accompanying the Form 10-K, upon the payment, in advance, of fees based on
our reasonable expenses in furnishing such exhibit. Requests for copies of
exhibits should be directed to Joseph P. Macaluso at the Company address at 728
Garden Street, Carlstadt, NJ 07072.
Sincerely,
TEL-INSTRUMENT ELECTRONICS CORP
/s/ Harold K. Fletcher
-----------------------------------
Harold K. Fletcher
Chairman of the Board
Carlstadt, New Jersey
November 20, 2009
21
TEL-INSTRUMENT ELECTRONICS CORP.
PROXY
ANNUAL MEETING OF STOCKHOLDERS, DECEMBER 16, 2009
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Harold K. Fletcher and Jeffrey C.
O'Hara each with full power to act without the other, and with full power of
substitution as the attorneys and proxies of the undersigned and hereby
authorizes them to represent and to vote, all the shares of Common Stock of
Tel-Instrument Electronics Corp., that the undersigned would be entitled to
vote, if personally present at the Annual Meeting for Stockholders to be held on
December 16, 2009 or any adjournment thereof, upon such business as may properly
come before the meeting, including the necessary items set forth below:
1. ELECTION OF DIRECTORS:
NOMINEES RECOMMENDED BY THE DIRECTORS: Harold K. FIetcher; George J.
Leon; Jeffrey C. O'Hara; Robert J. Melnick; Robert A. Rice; Robert H.
Walker
Mark One Box Only:
------------------
|_| FOR ALL NOMINEES (except as marked to the contrary below); or
|_| WITHHOLD AUTHORITY to vote for all Nominees.
To withhold authority to vote for an individual Nominee, write that
Nominee's name in the space below:
2. RATIFY APPOINTMENT BY THE COMPANY OF BDO SEIDMAN, LLP AS THE
REGISTERED INDEPENDENT PUBLICE ACCOUNTING FIRM FOR THE 2008 FISCAL
YEAR
|_| For |_| Against |_| Abstain
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1 AND 2 AS RECOMMENDED BY THE BOARD OF DIRECTORS.
Please sign exactly as your name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
Dated: ____________________________, 2009
__________________________________________
Signature
__________________________________________
Signature if held jointly
(PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE)