def14a
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934 (Amendment
No. )
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Filed by the Registrant
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Filed by a Party other than the Registrant o |
Check the appropriate box:
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Preliminary Proxy Statement |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-11(c) or
§240.14a-12 |
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
CAPITAL PROPERTIES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
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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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Check box if any part of the fee is offset as provided by
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TABLE OF CONTENTS
Capital Properties, Inc.
100 Dexter Road
East Providence, Rhode Island 02914
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 27, 2010
The 2010 annual meeting of shareholders of Capital Properties, Inc. (the Company) will be held at
the offices of Hinckley, Allen and Snyder LLP, 50 Kennedy Plaza, Suite 1500 in Providence, Rhode
Island, on Tuesday, April 27, 2010 at 3:00 oclock P.M., local time, for the following purposes:
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To elect two directors (by the holders of Class A Common
Stock only) and four directors (by the holders of Class B Common
Stock only) to serve for terms of one year and until their successors
are elected and qualified; |
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(2) |
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To transact such other business, if any, as may properly
come before the meeting or any adjournment or adjournments thereof. |
Holders of record of the Class A Common Stock or Class B Common Stock on the books of the Company
as of the close of business on March 1, 2010 will be entitled to vote.
By Order of the Board of Directors
STEPHEN J. CARLOTTI
Secretary
East Providence, Rhode Island
March 15, 2010
If you are the holder of record of both Class A and Class B Common Stock of the Company, you will
receive a proxy card for each class of stock. Kindly fill in, date and sign the enclosed proxy
card(s) and promptly return the same in the enclosed addressed envelope, which requires no postage
if mailed in the United States.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 27, 2010.
The Companys Proxy Statement, sample proxy cards and Annual Report on Form 10-K are available at:
http://materials.proxyvote.com/140430
Capital Properties, Inc.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
April 27, 2010
SOLICITATION AND REVOCATION OF PROXIES
The accompanying proxy is solicited by the Board of Directors of Capital Properties, Inc. (the
Company), in connection with the annual meeting of shareholders to be held April 27, 2010. The
Company will bear the cost of such solicitation. It is expected that the solicitation of proxies
will be primarily by mail. Proxies may also be solicited personally by regular employees of the
Company at nominal cost. The Company may reimburse brokerage houses and other custodians, nominees
and fiduciaries holding stock for others in their names, or in those of their nominees, for their
reasonable out-of-pocket expenses in sending proxy materials to their principals or beneficial
owners and obtaining their proxies. Any shareholder giving a proxy has the power to revoke it at
any time prior to its exercise, by (i) filing a written revocation of the proxy with the Secretary
of the Company, (ii) submitting a signed proxy card bearing a later date or (iii) attending and
voting in person at the meeting provided the shareholder is the holder of record of the underlying
shares and a written revocation of the shareholders grant of proxy has been filed with the
Secretary of the Company. Notice of revocation may be delivered in writing to the Secretary at
Capital Properties, Inc., 100 Dexter Road, East Providence, Rhode Island 02914, Attn:
Secretary. Every properly signed proxy will be voted in accordance with the
specifications made thereon.
This proxy statement and the accompanying proxy are expected to be first sent to shareholders on or
about March 15, 2010.
VOTING AT MEETING
Only shareholders of record at the close of business on March 1, 2010, will be entitled to vote at
the meeting. The presence in person or by proxy of the holders of a majority of the outstanding
shares of the Companys Class A Common Stock shall constitute a quorum for the election of the
Class A Directors. The presence in person or by proxy of the holders of a majority of the
outstanding shares of the Companys Class B Common Stock shall constitute a quorum for the election
of the Class B Directors. Under the Companys Restated Articles of Incorporation, the holders of
the Companys Class A Common Stock, voting separately as a class, are entitled to one vote for each
share held in the election of one-third (1/3) of the Board of Directors of the Company proposed to
be elected at the meeting (or if the membership of the Board of Directors is not evenly divisible
by three (3), the number of members equal to the whole numbers resulting from dividing the total
authorized number of Directors by three (3) and rounding the result up to the nearest whole number.
The holders of the Companys Class B Common Stock, voting separately as a class, are entitled to
one vote for each share held in the election of the balance of the Board of Directors proposed to
be elected at the meeting. The holders of the Companys Class A Common Stock and the holders of
the Companys Class B Common Stock are entitled to one vote per share and vote
as a single class upon all other matters presented to the shareholders for their approval, except
in connection with certain major corporate actions, including amendment of the Articles of
Incorporation, sale of the Company, merger or other consolidation where there is separate class
voting.
Class A directors will be elected in each case by vote of the holders of a majority of the Class A
Common Stock present or represented at the meeting, and the Class B directors will be similarly
elected by vote of the holders of a majority of the Class B Common Stock present or represented at
the meeting.
On the record date, there were 3,662,122 shares of Class A Common Stock outstanding and 2,937,790
shares of Class B Common stock. There were no other outstanding securities of the Company entitled
to vote.
Shares represented by proxies which are marked withhold authority with respect to the election of
any particular nominee for director, or to deny discretionary authority on any other matters will
be counted as shares present and entitled to vote, and accordingly any such marking of a proxy will
have the same effect as a vote against the proposal to which it relates. Brokers who hold shares
in street name lack authority to vote such shares for the election of directors and certain other
non-discretionary matters, absent specific instructions from their customers. Shares subject to
such broker non-votes will not be treated as shares entitled to vote on the matters to which they
relate and therefore will be treated as not present at the meeting for those purposes, but
otherwise will have no effect on the outcome of the voting on such matters. Please note that this
year the rules regarding how brokers may vote shares have changed. Brokers may no longer vote on
the election of directors in the absence of specific instructions from a shareholder. As such,
shareholders are encouraged to provide instructions to their brokers regarding the voting of their
shares.
ELECTION OF DIRECTORS
At the annual meeting, two Class A directors and four Class B directors are to be elected to hold
office until the next annual meeting and until their respective successors are elected and
qualified. The proxies named in the accompanying proxy, who have been designated by the Board of
Directors, intend to vote, unless otherwise instructed, for the election to the Board of Directors
of the persons named below, all of whom are now directors of the Company. Certain information
concerning such nominees is set forth below:
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Director |
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Principal Occupation |
Name and Age |
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Since |
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During Past Five Years |
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Class A Directors |
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Robert H. Eder (77)
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1995 |
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President of the Company since January 1, 2008; Chairman of the Company,
1995 to present;
Chairman, Providence and Worcester Railroad Company, 1988 to present |
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Todd D. Turcotte (38)
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2008 |
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Vice President of the Company and President of Capital Terminal Company
since January 1, 2008 |
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Director |
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Principal Occupation |
Name and Age |
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Since |
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During Past Five Years |
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Class B Directors |
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Matthew C. Baum (35)
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2009 |
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Teacher, The Wheeler School, 2004 to present |
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Alfred J. Corso (73)
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2005 |
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Consultant, 2001 to present |
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Roy J. Nirschel (57)
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2005 |
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President, Roger Williams University, 2001 to present |
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Harris N. Rosen (77)
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2001 |
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Consultant and Mediator, 2001 to present; Interim Executive Vice
President, Jewish
Federation of Rhode Island, January to October 2006 |
Mr. Eder is also a director of Providence and Worcester Railroad Company.
The Board of Directors has reviewed the relationship that each director, which includes each of the
nominees standing for election at the 2010 annual meeting, has with the Company and determined that
all directors, other than Robert H. Eder and Todd D. Turcotte, are independent as defined under the
NASDAQ listing standards.
The Board of Directors does not have a policy with respect to diversity and does not specifically
consider issues of diversity, such as gender, race, origin, or sex when determining whether to
nominate any person to be a director of the Company. When considering whether directors and
nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable
the Board of Directors to satisfy its oversight responsibilities effectively in light of the
Companys business and structure, the Board of Directors focuses primarily on each directors and
nominees individual background and experience as it relates to the Companys business.
Historically, when vacancies have occurred, each director has been requested to suggest potential
nominees and each potential nominee is vetted with the entire Board. In particular, with regard to
Mr. Eder, the Board of Directors considered that he is Companys founder, he has been actively
involved with the Company or its predecessors since 1966 and is the majority stockholder. With
regard to Mr. Turcotte, the Board of Directors considered his strong background in engineering and
insights as Vice President of the Company and President of Capital Terminal Company. With regard
to Mr. Baum, the Board of Directors considered his age in relationship to the age of the other
directors and experience and background in the financial sector, specifically his prior career as
research and portfolio senior associate with Independence Investments of Boston, Massachusetts.
With regard to Mr. Corso, the Board of Directors considered his training work experience as a
partner of the Ernst & Young and his service as a controller of a publically held corporation which
activities qualify him as a financial expert. With regard to Mr. Nirschel, the Board of Directors
considered his career as a college administrator and now President of Roger Williams University
which the Board believes provides valuable management experience. With regard to Mr. Rosen, the
Board of Directors considered his history as the owner of his own business and his substantial
community contacts which the Board believes assists in assessing the Companys role in the
community and furthering its community contacts and relationships.
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Communications with the Board of Directors
The Board of Directors has established a process for shareholders to communicate with members of
the board. If you have any concern, question or complaint regarding our compliance with any policy
or law, or would otherwise like to contact the Board of Directors, you may reach the Companys
Board of Directors by writing directly to those individuals c/o Capital Properties, Inc., 100
Dexter Road, East Providence, Rhode Island 02914.
All inquiries received shall not be screened by the Company and will be forwarded directly to the
director to which such inquiry is addressed, unless it is believed that a particular inquiry may
pose a security risk. The Board of Directors sits as a committee of the whole to address any
inquiries made by shareholders.
Board Leadership Structure
Robert H. Eder serves as both the President and the Chairman of the Board of the Company. The
Board of Directors believes that the Companys Chief Executive Officer is best situated to serve as
Chairman because he is the director most familiar with the Companys business and industry and most
capable of effectively identifying strategic priorities and leading the discussion and execution of
strategy. Independent directors and management have different perspectives and roles in strategy
development. The Companys independent directors bring experience, oversight and expertise from
outside the Company and industry, while the Chief Executive Officer brings Company-specific
experience and expertise. The Board of Directors believes that the combined role of Chairman and
Chief Executive Officer promotes strategy development and execution and facilitates information
flow between management and the Board, which are essential to effective governance.
One of the key responsibilities of the Board of Directors is to develop strategic direction and
hold management accountable for the execution of strategy once it is developed. The Board of
Directors believes the combined role of Chairman and Chief Executive Officer is in the best
interest of shareholders because it provides the appropriate balance between strategy development
and independent oversight of management.
Committees of the Board of Directors
The Board of Directors has an Audit Committee, currently comprised of Messrs. Corso, Nirschel and
Rosen and a Compensation Committee currently comprised of Messrs. Baum, Corso and Nirschel, each of
whom is independent as defined under applicable rules of the Securities and Exchange Commission
(SEC) and NASDAQ listing requirements.1 Each of the Audit and Compensation Committees
has a written charter approved by the Board of Directors. Copies of the Audit Committee and
Compensation Committee charters are attached to this proxy statement as Appendices A and B,
respectively.
The Audit Committee is responsible for overseeing the establishment and maintenance of an effective
financial control environment for the Company, for overseeing procedures for evaluating the system
of internal accounting control and for evaluating audit performance.
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On December 11, 2008, the Company delisted
from the AMEX and listed its shares of Class A Common Stock for trading on the
OTCQX. For purposes of determining the independence of directors and members
of the Audit Committee, however, the Board of Directors determined to use the
applicable independence standards as defined under the NASDAQ listing
requirements. |
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The Board of Directors has determined that all three members of the Audit Committee satisfy the
financial literacy requirements of the NASDAQ listing standards and are independent as defined
under the NASDAQ listing requirements and applicable rules of the SEC. Additionally, the Board of
Directors has determined that Mr. Corso qualifies as an audit committee financial expert as
defined by the SEC rules.
The Compensation Committee assists the Board of Directors in discharging the Boards
responsibilities relating to director and executive compensation. The Compensation Committees
responsibilities include establishing and reviewing the Companys executive and director
compensation philosophy, strategies, plans and policies, and evaluating the performance and
determining the compensation of the Chairman and Chief Executive Officer (CEO) of the Company and
advising and assisting the CEO in formulating and implementing programs to facilitate the selection
and development of other key managers. The Compensation Committee also reviews and approves the
compensation of other executive officers of the Company.
The Company does not maintain a nominating committee or a committee performing a similar function
due to the fact that Mr. Eder owns a controlling interest in the Company. The Board of Directors
sits as a committee of the whole to consider any recommendations made by shareholders and/or other
directors of persons to be directors of the Company. In determining whether to nominate any such
person for election by the shareholders, the Board of Directors considers the experience of such
person as it relates to the business of the Company, together with such persons age, reputation
and ability to carry out the requirements to serve as a director of the Company. The Board of
Directors does not have a policy with respect to diversity and does not specifically consider
issues of diversity, such as gender, race, origin or sex when determining whether to nominate any
person to be a director of the Company.
During the fiscal year ended December 31, 2009, the Board of Directors held five meetings, the
Audit Committee held six meetings and the Compensation Committee held one meeting. All directors
attended every meeting of the Board of Directors and meetings of committees on which such director
serves, other than Mr. Eder who did not attend one board meeting. The Board of Directors has
adopted a policy that requires members of the Board of Directors to make every effort to attend
each annual shareholders meeting. All then current members of the Board of Directors attended the
2009 annual shareholders meeting.
Risk Management
The Board of Directors has an active role, as a whole and also at the Audit Committee level,
in overseeing management of the Companys risks. The Board of Directors regularly meets with
management and reviews information regarding the Companys overall risks. The Audit Committee
oversees management of financial and operational risks and oversees management of risks associated
with regulatory, environmental, health and safety. The Board of Directors does not believe there
is any high degree of risk associated with its compensation practices as the Company does not
provide for any incentive-based compensation other than infrequent cash bonuses which have only
been paid in connection with extraordinary events. Furthermore, salary increases for executives
and employees of the Company are based primarily on increases in the cost of living.
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Compensation of Directors
The Board of Directors, upon recommendation of the Compensation Committee, is responsible for
determining compensation of the directors. Directors, other than directors who are employed by the
Company, received a fee for attendance at each meeting of the Board of Directors, together with
related transportation and living expenses. During the 2009 fiscal year, outside directors
received an annual retainer fee of $12,000 payable in quarterly installments and fees per meeting
as follows: Board, $1,000; Audit Committee, $750 and Compensation Committee, $500. The maximum
fees payable for attendance at Board and committee meetings occurring on the same day is $1,500.
These rates were established in 2005 based on the recommendations of Effective Pay Practices, a
compensation consultant retained by the Compensation Committee.
The following Director Compensation table provides information regarding the compensation paid or
accrued by each director during the 2009 fiscal year.
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Fees Earned |
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Option |
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All Other |
Name |
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Total |
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or Paid in Cash |
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Awards |
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Compensation |
Matthew C. Baum |
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$ |
7,500 |
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$ |
7,500 |
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N/A |
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N/A |
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Alfred J. Corso |
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20,750 |
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20,750 |
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N/A |
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N/A |
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Robert H. Eder |
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N/A |
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N/A |
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Roy J. Nirschel |
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20,750 |
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20,750 |
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N/A |
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N/A |
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Harris N. Rosen |
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20,750 |
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20,750 |
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N/A |
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N/A |
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Todd D. Turcotte |
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N/A |
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N/A |
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Corporate Governance
The Board of Directors is committed to ethical business practices and believes that strong
corporate governance is important to ensure that the Company is managed for the long-term benefit
of its shareholders. The Company regularly monitors developments in the area of corporate
governance and has implemented a number of best practices, including the following:
Code of Ethics. The Company has adopted a Code of Ethics applicable to all directors,
officers and employees, which meets the requirements of a code of ethics as defined in Item 406
of Regulation S-K.
Procedures for the Receipt, Retention and Handling of Complaints. The Company maintains
procedures for the confidential, anonymous submission by employees of any complaints or concerns
about the Company, including complaints regarding accounting, internal accounting controls or
auditing matters.
6
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The table set forth below reflects the only persons (including any group as that term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934) who, to the best of the Companys
knowledge were, on March 1, 2010, the beneficial owners of more than five percent of the Companys
outstanding Class A Common Stock, $.01 par value, or Class B Common Stock, $.01 par value. Each
share of the Companys outstanding Class B Common Stock is convertible at any time, at the option
of the holder, into one share of Class A Common Stock of the Company.
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Class A |
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Class B |
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Number of |
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Percent |
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Number of |
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Percent |
Name and Address |
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shares held |
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of Class |
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shares held |
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of Class |
Robert H. Eder and Linda Eder |
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1,726,710 |
2 |
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47.2 |
% |
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1,726,710 |
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58.8 |
% |
130 Sunrise Avenue, Apt.507
Palm Beach, Florida 33480 |
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Lance S. Gad |
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191,048 |
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5.2 |
% |
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191,048 |
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6.5 |
% |
1250 Fence Row Drive
Fairfield, Connecticut 06430 |
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TowerView LLC |
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252,050 |
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6.9 |
% |
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252,050 |
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8.6 |
% |
500 Park Avenue
New York, New York 10022 |
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Morris Propp |
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166,320 |
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4.5 |
% |
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166,320 |
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5.7 |
% |
366 Eagle Drive
Jupiter, Florida 33477 |
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Robert H. Eder and Linda Eder are husband and
wife, and each holds 863,355 shares of Class A Common Stock directly and
863,355 shares of Class B Common Stock directly. |
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The following table reflects as of March 1, 2010, the beneficial ownership of shares of Class A
Common Stock and Class B Common Stock of the Company by directors and officers of the Company, all
shares being owned directly except as otherwise noted:
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Class A |
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Class B |
Name of Individual or |
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Number of |
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Percent |
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Number of |
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Percent |
Identification of Group |
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shares held |
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of Class |
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shares held |
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of Class |
Matthew C. Baum |
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Alfred J. Corso |
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2,043 |
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* |
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Barbara J. Dreyer |
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6,600 |
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* |
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6,600 |
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* |
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Robert H. Eder |
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1,726,710 |
(a) |
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47.2 |
% |
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1,726,710 |
(a) |
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58.8 |
% |
Roy J. Nirschel |
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101 |
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* |
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101 |
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* |
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Harris N. Rosen |
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10,120 |
(b) |
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* |
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Todd D. Turcotte |
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100 |
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* |
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100 |
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* |
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All directors and officers
as a group |
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1,745,784 |
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47.8 |
% |
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1,733,621 |
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59.0 |
% |
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* |
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Less than 1% |
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(a) |
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Includes 863,355 shares held by Mr. Eders spouse. |
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Includes 10,120 shares held by Mr. Rosens spouse. |
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires executive officers and directors and
persons who beneficially own more than ten percent of the Companys common stock to file initial
reports of ownership and reports of changes in ownership with the SEC and any national securities
exchange on which the Companys securities are registered. Based solely on a review of the copies
of forms furnished to the Company and written representations from the executive officers and
directors of the Company, the Company believes that, during 2009, its executive officers, directors
and greater than ten percent beneficial owners complied with all applicable Section 16(a)
requirements, except that Forms 4 were not filed with respect to certain purchases of the Companys
Class A Common Stock by Alfred J. Corso under a dividend reinvestment plan of which Mr. Corso was
participant during 2009 but has since ceased participation in that plan.
TRANSACTIONS WITH MANAGEMENT
Potential conflicts of interest and related party transactions are referred by the Board of
Directors to the Audit Committee for review and approval. In reviewing and evaluating potential
conflicts of interest and related party transactions, the Audit Committee uses applicable SEC rules
as a guide.
EXECUTIVE COMPENSATION
The following table summarizes the compensation paid or accrued by the Company during the
twelve-month period ended December 31, 2009, to each of its Chairman & CEO,
8
President and Treasurer
and one other most highly compensated executive officers other than the President and Treasurer who
earned more than $100,000 in total compensation in 2009 and were employed by the Company on
December 31, 2009.
Annual Compensation
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Name and Principal |
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All Other |
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Total |
Position |
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Year |
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Salary |
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Bonus |
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Compensation3 |
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Compensation |
Robert H. Eder, Chairman |
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2009 |
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$ |
247,300 |
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$ |
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$ |
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$ |
247,300 |
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Capital Properties, Inc. |
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2008 |
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247,300 |
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247,300 |
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Barbara J. Dreyer, Treasurer |
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2009 |
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169,700 |
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12,728 |
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182,428 |
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Capital Properties, Inc. |
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2008 |
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169,700 |
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12,728 |
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182,428 |
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Todd D. Turcotte, Vice |
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2009 |
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155,000 |
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11,625 |
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166,625 |
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President, CapitalProperties, |
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2008 |
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146,346 |
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10,976 |
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157,322 |
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Inc. and President, Capital
Terminal Company |
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Contributions by the Company under the Companys SEP are fully vested when made. Each employee
directs the investment of amounts in his or her SEP account. The Company does not have any
employment agreements and has no severance or change of control arrangements with any of its
executive officers.
AUDIT COMMITTEE REPORT
Management is responsible for the Companys internal controls and financial reporting process. The
independent registered public accountants are responsible for performing an audit of the Companys
consolidated financial statements in accordance with the standards of the Public Company Accounting
Oversight Board (United States) and to issue a report thereon. The Audit Committees
responsibility is to monitor and oversee these processes.
The Audit Committee has sole authority to select, evaluate and when appropriate, to replace the
Companys independent registered public accountants. Additionally, and as appropriate, the Audit
Committee reviews and evaluates, and discusses and consults with the Companys management and
independent registered public accountants regarding the scope of the audit plan, the results of the
audit, the Companys financial statement disclosure documents, the adequacy and effectiveness of
the Companys accounting and financial controls and changes in accounting principles.
In connection with these responsibilities, the Audit Committee reviewed and discussed the audited
consolidated financial statements with management and the Companys independent registered public
accountants, Lefkowitz, Garfinkel, Champi & DeRienzo P.C. The Audit Committee also discussed with
such firm the matters required by the Statement on Auditing Standards No. 61. The Audit Committee
received from Lefkowitz, Garfinkel, Champi &
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3 |
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Amounts paid directly to the retirement
accounts of employees under the Companys SEP. |
9
DeRienzo P.C. written disclosures and the letter
regarding its independence as required by Independence Standards Board Standard No. 1, wherein
Lefkowitz, Garfinkel, Champi & DeRienzo P.C. confirmed tts independence within the meaning of the
SEC and Independence Standards Board Rules and disclosed the fees charged for professional services
in the fiscal year ended December 31, 2009. The Audit Committee discussed this information with
Lefkowitz, Garfinkel, Champi & DeRienzo P.C. and also considered the compatibility of non-audit
services provided by such firm with its independence. Based on the review of the audited
consolidated financial statements and these various discussions, the Audit Committee recommended to
the Board of Directors that the audited consolidated financial statements be included in the
Companys Annual Report on Form 10-K, to be filed with the SEC.
Audit Committee: Alfred J. Corso (Chair), Roy J. Nirschel and Harris N. Rosen.
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
The Audit Committee of the Board of Directors has sole authority to engage, manage and discharge
the Companys independent registered public accountants. The Committee engaged Lefkowitz,
Garfinkel, Champi & DeRienzo P.C. as independent registered public accountants of the accounts of
the Company for the year 2010. The Company has recently been advised by Lefkowitz, Garfinkel,
Champi & DeRienzo P.C. that they have no direct financial interest or any material indirect
financial interest in the Company, nor have they had any connection during the past three years
with the Company in the capacity of promoter, underwriter, voting trustee, director, officer or
employee.
It is expected that a representative of Lefkowitz, Garfinkel, Champi & DeRienzo P.C. will be
present at the annual meeting and will be provided the opportunity to make a statement if he so
desires and that such representative will be available to respond to appropriate questions.
Audit and Non-Audit Fees:
The aggregate fees for professional services rendered for the Company by Lefkowitz, Garfinkel,
Champi & DeRienzo P.C. for fiscal years ended December 31, 2009 and 2008 are set forth below.
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2009 |
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2008 |
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Audit fees |
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$ |
68,000 |
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$ |
77,000 |
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Audit-related fees |
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3,000 |
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5,000 |
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Tax fees |
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22,000 |
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14,000 |
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All other fees |
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Total |
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$ |
93,000 |
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$ |
96,000 |
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Audit Fees for fiscal years ended December 31, 2009 and 2008 were for professional services
rendered for the audits of the Companys annual financial statements and the reviews of interim
financial statements included in the Companys Quarterly Reports on Form 10-Q, consents and other
assistance required to complete the year end audit of the Companys financial statements.
10
Audit-Related Fees for the fiscal years ended December 31, 2009 and 2008, were for services
relating to consultation regarding the Companys compliance with Section 404(a) of the
Sarbanes-Oxley Act of 2002.
Tax Fees for the fiscal years ended December 31, 2009 and 2008 were for services related to tax
return preparation, tax planning and assistance with a State of Rhode Island tax notice in 2009 and
advice on Historic Tax Credits in 2008.
All Other Fees for the fiscal years ended December 31, 2009 and 2008: there were no other fees.
The Audit Committee pre-approves all audit and non-audit services provided by the independent
auditors prior to the engagement of the independent auditors with respect to such services.
The Audit Committee has determined that the provision of such services is compatible with
maintaining Lefkowitz, Garfinkel, Champi & DeRienzo P.C.s independence.
FINANCIAL STATEMENTS
A copy of the Companys annual report to the SEC on Form 10-K for the year ended December 31, 2009
is enclosed. Such report is not part of this proxy statement.
PROPOSALS FOR 2011 ANNUAL MEETING
The 2011 annual meeting of the shareholders of the Company is scheduled to be held April 26, 2011.
If a shareholder intending to present a proposal at that meeting wishes to have a proper proposal
included in the Companys proxy statement and form of proxy relating to the meeting, the
shareholder must submit the proposal to the Company not later than November 26, 2010. Shareholder
proposals that are to be considered at the 2011 annual meeting but not requested to be included in
the Companys Proxy Statement must be submitted no later than January 29, 2011.
OTHER MATTERS
No business other than that set forth in the attached Notice of Meeting is expected to come before
the annual meeting, but should any other matters requiring a vote of shareholders arise, including
a question of adjourning the meeting, the persons named in the accompany-ing proxy will vote
thereon according to their best judgment in the interests of the Company. In the event any of the
nominees for the office of director should withdraw or otherwise become unavailable for reasons not
presently known, the persons named as proxies will vote for other persons in their place in what
they consider the best interests of the Company.
By Order of the Board of Directors
STEPHEN J. CARLOTTI
Secretary
Dated: March 15, 2010
11
APPENDIX A
CAPITAL PROPERTIES, INC.
CHARTER OF AUDIT COMMITTEE
1. |
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ORGANIZATION |
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The Audit Committee (the Committee) of Capital Properties, Inc. (the Company) shall be
appointed by the Board of Directors (the Board) of the Company. The Committee shall be
composed of at least three directors each of whom satisfies the independence standards
specified in Rule 5605(c) of the NASDAQ Listing Standards and Rule 10A-3 under the
Securities Exchange Act of 1934 and all other legal requirements. Each member shall be free
of any relationship which, in the opinion of the Board, would interfere with their exercise
of independent judgment as members of the Committee. |
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All members of the Committee shall have a working familiarity with basic finance and
accounting practices and be able to read and understand fundamental financial statements and
at least one member shall have an accounting or related financial management expertise, such
that he or she is financially sophisticated within the meaning of Rule 5605(c) of the NASDAQ
Listing Standards. |
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Determination of independence, audit committee financial expertise, financial literacy and
accounting or related financial management expertise shall be made by the Board
as the Board interprets such qualifications in its business judgment and in accordance with
applicable law and the listing requirements of the NASDAQ. |
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The Committee shall have the power to adopt its own operating rules and procedures and to
call upon assistance from officers and employees of the Company and outside counsel and
consultants without the consent of management. |
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2. |
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STATEMENT OF POLICY |
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The Committee shall provide assistance to the directors of the company in fulfilling their
responsibilities to the shareholders and investment community relating to corporate
accounting, reporting practices of the Company and the quality and integrity of the
financial reports of the Company. In so doing, the committee shall maintain free and open
means of communication between the directors, the Companys independent auditors, and the
financial management of the Company. |
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The Committee, and each member of the Committee in his or her capacity as such, shall be
entitled to rely, in good faith, on information, opinions, reports or statements, or other
information prepared or presented to them by officers and employees of the Company, whom
such member believes to be reliable and competent in the matters presented and on counsel,
public accountants or other persons as to matters which the member believes to be within the
professional competence of such person. |
12
3. |
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RESPONSIBILITIES |
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The Committee shall have responsibility for overseeing the establishment and maintenance of
an effective financial control environment for the Company, for overseeing procedures for
evaluating the system of internal accounting control, and for evaluating audit performance.
The Committee shall report on its actions to the full Board at each regular quarterly
meeting and at the annual meeting of the Board. |
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In carrying out the foregoing responsibilities, the Committee shall |
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(a) |
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Be directly responsible for the appointment, compensation,
retention and oversight of any independent auditor engaged for the purpose of
preparing or issuing an audit report or performing other audit, review or
attest services. The accounting firm shall report directly to the Committee. |
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(b) |
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Approve on an annual basis the estimated fees to be paid to the
independent auditor for the annual audit of the consolidated financial
statements of the Company and limited reviews of its quarterly financial
statements and in this connection, review the independent auditors engagement
letter and discuss the general audit approach. |
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(c) |
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Preapprove audit and non-audit services performed on behalf of
the Company by the independent auditors that are not prohibited by law or
regulation pursuant to such processes as the Committee determines to be
advisable. The Committee may delegate pre-approval authority for any
permissible non-audit service to one or more members of the Committee, provided
that any pre-approval granted by such member or members pursuant to such
delegated authority is presented to the Committee at its next scheduled
meeting. |
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(d) |
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Meet with the independent auditor and the financial management
of the Company to review the scope of the proposed audit for the current year
and the audit procedures to be utilized, and at the conclusion thereof review
such audit, including any comments or recommendations of the independent
auditors. |
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(e) |
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Review any non-audit services performed on behalf of the
Company by the independent auditor that meet the de minimis exception under
applicable law and regulations. |
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(f) |
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Review with the independent auditors and the Companys
financial and accounting personnel, the adequacy and effectiveness of the
internal accounting and financial controls of the Company, and solicit from the
independent auditors any recommendations for the improvement of such internal
control procedures. Particular emphasis shall be given to the adequacy of such
internal controls to expose any payments, transactions, or procedures that
might be deemed illegal or otherwise improper. |
13
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(g) |
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Review the internal audit functions of the Company, the
proposed audit plans for the current year and the coordination of such plans
with the independent auditors. |
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(h) |
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Review annually with management and the independent auditors
the basis for the disclosures made in the annual report to shareholders
regarding the Companys internal controls for financial reporting. |
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(i) |
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Review any deficiencies identified by management in the design
and operation of internal control for financial reporting and at least annually
consider, in consultation with management and the independent auditors, the
adequacy of the Companys internal control for financial reporting, including
the resolution of identified material weaknesses and reportable conditions, if
any. |
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(j) |
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Review with management and the independent auditors the
financial statements proposed to be contained in the annual report to
shareholders to determine that the independent auditors are satisfied with the
disclosure and content of such financial statements, and review and discuss: |
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Changes in accounting standards or rules promulgated by the Financial
Accounting Standards Board or the SEC that have an impact on the
financial statements; |
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Estimates made by management having a material impact on the financial
statements; |
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Analyses of the effect of alternative assumptions, estimates or GAAP
methods on the Companys financial statements; |
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Any changes from prior years in accounting principles applied in the
preparation of such financial statement; and |
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Any material written communications between the independent auditor
and the Companys management, including any management letter provided by
the independent auditor and the Companys response to that letter. |
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(k) |
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Ensure that retention of the independent auditor to perform
audit and nonaudit services is properly disclosed in the Companys proxy
statement and filings with the SEC. |
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(l) |
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Review, at least annually, with management and with the
independent auditor, the qualifications, performance and independence and
objectivity of the independent auditor. In connection with such review and
evaluation, the Committee should |
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Obtain and review a written report from the independent auditor at least
annually regarding the auditors internal quality-control |
14
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procedures and any material issues raised by the most recent quality-control
review; |
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Obtain an annual written statement from the independent auditor
delineating all relationships, both direct and indirect, between the
independent auditor and the Company, including each non-audit service
provided to the Company and at least the matters set forth in Independence
Standards Board No. 1; |
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Consider whether the provision of non-audit services is compatible with
maintaining the auditors independence, taking into account the opinions of
management; |
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Discuss any relationships that may impair the auditors independence and
take such actions as it deems appropriate or make recommendations to the
Board regarding actions to be taken to remedy such impairment; and |
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Ensure appropriate audit and concurring partner rotation as required by
law. |
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(m) |
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Provide sufficient opportunity for the independent auditors to
meet with the members of the Committee without members of management present.
Among the items to be discussed at such meetings are the independent auditors
evaluation of the Companys financial and accounting personnel and the
cooperation received by the independent auditors during the course of the
audit. |
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(n) |
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Meet on at least a quarterly basis, establish procedures for
the receipt, retention and anonymous treatment of complaints relating to
internal accounting controls or auditing matters. The Committee shall be
responsible for designating the individual(s) responsible for receiving such
complaints. |
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(o) |
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Administer the Companys Code of Ethics for Chief Executive
Officer and Senior Financial Officers, including consideration of any waivers
and investigation of any alleged violations thereof and review and approve,
where appropriate, any related party transactions. |
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(p) |
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Cause minutes of all meetings of the Committee to be kept and
submit the minutes of each Committee meeting to the Board. |
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(q) |
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Investigate any matter brought to the Committees attention
within the scope of its responsibilities, with the power to retain outside
legal, accounting or other advisors and determine funding for this purpose if,
in its judgment, such retention is appropriate. |
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(r) |
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Take such other actions as it deems necessary or appropriate
from time to time. |
15
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(s) |
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Review and assess this Charter at least annually and amend it
as appropriate. |
Amended: March 9, 2010
16
APPENDIX B
CAPITAL PROPERTIES, INC.
COMPENSATION COMMITTEE CHARTER
STATEMENT OF PURPOSE
The Board of Directors (the Board) of Capital Properties, Inc. (the Company) has established
the Compensation Committee (the Committee) for the purpose of providing guidance, oversight and
monitoring for all director and executive officer compensation and benefit policies related to
executive compensation.
ORGANIZATION and GENERAL
The Committee shall be composed of at least three independent outside directors. Each member of
the Committee shall be a Non-Employee Director as defined in Rule 16b-3 promulgated by the
Securities and Exchange Commission (SEC) or any successor provisions and an Outside Director as
defined in the regulations under Section 162(m) of the Internal Revenue Code or any successor
provisions. Each member of the Committee shall also meet the listing standards of NSDAQ relating
to independence of compensation committee members and all other applicable legal requirements.
Determinations of independence shall be made by the Board in its business judgment and in
accordance with applicable law and the listing requirements of NASDAQ.
The members of the Committee shall be appointed by the Board and shall serve until their successors
are duly elected and qualified or until their earlier resignation or removal. The members of the
Committee may be removed, with or without cause, by a majority vote of the Board.
The Committee shall have a Chairman, appointed by the Board. The Chairman will chair all regular
sessions of the Committee and set the agendas for Committee meetings. The agenda for each meeting
will provide time during which the Committee can meet separately in executive session.
The Committee shall meet sufficiently often to discharge its responsibilities hereunder, but at
least as often as required by applicable SEC rules and NASDAQ listing requirements. Meetings of
the Committee may be called by the Chairman of the Board or Chairman of the Committee and may be
held telephonically. A majority of Committee members will constitute a quorum for the transaction
of business. The Chief Executive Officer (CEO) and other officers of the Company may be invited
to Committee meetings. The Committee shall maintain a written record of its proceedings.
RESOURCES and AUTHORITY
The Committee shall have the resources and authority it deems necessary and appropriate to
discharge its responsibilities, at the Companys expense. The Committee shall have the
17
power to adopt its own operating rules and procedures and to call upon assistance from officers and
employees of the Company and outside counsel and other advisers without the consent of management.
The Committee, and each member of the Committee in his or her capacity as such, shall be entitled
to rely, in good faith, on information, opinions, reports or statements, or other information
prepared or presented to them by officers and employees of the Company, whom such member believes
to be reliable and competent in the matters presented and on counsel, compensation consultants or
other persons as to matters which the member believes to be within the professional competence of
such person.
RESPONSIBILITIES and DUTIES
In carrying out its purposes, the Committee shall have the following duties, responsibilities and
authority:
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Establish and periodically review the Companys executive officer and director
compensation philosophy and strategies and the specific plans and policies adopted to
implement the strategies. |
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Make recommendations to the Board with respect to any Company incentive compensation
plans and equity-based plans, oversee generally the administration of those plans, and
discharge any responsibilities imposed on the Committee by any of those plans, including
the grant of awards thereunder. |
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Determine the Chairman and CEOs compensation, taking into consideration the Boards
assessment of his or her performance, the Companys performance and relative shareholder
return, the compensation of chief executive officers at comparable companies, the awards
given to the Chairman and CEO in past years and other relevant factors. Review and agree
upon goals and objectives for the CEO for the upcoming year as reflected in the Companys
budget and recommend approval of such goals and objectives to the Board. |
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Review and approve management objectives and establish performance criteria for
incentive compensation plans, if any. |
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Review and approve all aspects of compensation of the Companys other executive
officers, excluding the President of Capital Terminal Company, taking into account
corporate and individual performance, as well as peer group practices and any special
considerations. |
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Provide oversight of managements decisions concerning the performance and compensation
of other Company officers. |
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Execute in its sole discretion the powers and duties vested in it by the terms of any
corporate qualified or nonqualified pension, profit-sharing, savings plan, deferred
compensation plan or stock ownership plan affecting employees of the Company or any of its
subsidiaries, including an annual review of the operations of the Companys qualified
pension and savings plans, if any. |
18
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Oversee the preparation and review and discuss with management the Companys
Compensation Discussion & Analysis (CD&A) and related disclosures required by the SEC,
including specific Committee review and input regarding: |
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o |
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the discussion of factors important to understanding the objectives,
policies and philosophy underlying the executive compensation programs; |
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o |
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the allocation of various types of compensation, including short-term
and long-term compensation; |
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o |
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the specific items of corporate performance taken into account in
setting compensation policies and decisions; |
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o |
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the factors considered in decisions to increase or decrease executive
compensation; |
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o |
|
the information presented in the Companys Summary Compensation Table
and other supporting tabular disclosures, including narrative descriptions as
required under SEC rules; and |
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o |
|
information and descriptive narrative provided in other disclosures,
including post-employment payments, director compensation and committee governance. |
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|
Review and decide whether to recommend the final CD&A to the Board for inclusion in the
Companys annual proxy statement. |
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Conduct an annual evaluation of the adequacy of this Charter and recommend any proposed
amendments to the Board for approval. |
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Report to the Board on a regular basis so that the Board is informed of the Committees
activities. |
As adopted March 11, 2010
19
CAPITAL PROPERTIES, INC.
CLASS A COMMON STOCK PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, a shareholder of Capital Properties, Inc., a Rhode Island corporation, hereby
appoints ROBERT H. EDER and STEPHEN J. CARLOTTI (the Proxies), or either of them, the proxies of
the undersigned, each with the power to appoint his substitute, and hereby authorizes them to
represent and to vote for the undersigned all the Capital Properties, Inc. Class A Common Shares
held of record on March 1, 2010 by the undersigned at the Annual Meeting of Shareholders to be held
on April 27, 2010 or any adjournment thereof as follows on the reverse side of this proxy card:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS. PLEASE SIGN, DATE AND
RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ( X )
1. |
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ELECTION OF DIRECTORS: |
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FOR |
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WITHHOLD |
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FOR all except |
(01) Robert H. Eder
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[ ]
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[ ]
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[ ] |
(02) Todd D. Turcotte |
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[ ]
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[ ] |
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INSTRUCTION: To withhold authority to vote for any individual nominee, mark For All Except and
write that nominees name in the space provided below.
2. |
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In their discretion, the Proxies are authorized to vote upon such other business as may
properly come before the Meeting. |
THE PROXY REPRESENTED BY THIS PROXY CARD, WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR EACH OF THE NOMINEES LISTED AND FOR EACH OF THE PROPOSALS.
IF BOTH THE PROXIES SHALL BE PRESENT IN PERSON OR BY SUBSTITUTE, EITHER OF THE PROXIES SO PRESENT
AND VOTING SHALL HAVE AND MAY EXERCISE ALL THE POWERS HEREBY GRANTED.
Please check here if you plan to attend the meeting ( ).
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.
( )
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 27, 2010.
The Companys Proxy Statement, sample proxy card and Annual Report on Form 10-K are available at:
http://materials.proxyvote.com/140430
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Signature of Shareholder
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Signature of shareholder |
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Date:
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Date: |
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NOTE: |
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This proxy must be signed exactly as the name appears hereon. 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 duly authorized officer, giving full
title as such. If signer is a partnership, please sign in partnership name by
authorized person. |
CAPITAL PROPERTIES, INC.
CLASS B COMMON STOCK PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, a shareholder of Capital Properties, Inc., a Rhode Island corporation, hereby
appoints ROBERT H. EDER and STEPHEN J. CARLOTTI (the Proxies), or either of them, the proxies of
the undersigned, each with the power to appoint his substitute, and hereby authorizes them to
represent and to vote for the undersigned all the Capital Properties, Inc. Class B Common Shares
held of record on March 1, 2010 by the undersigned at the Annual Meeting of Shareholders to be held
on April 27, 2010 or any adjournment thereof as follows on the reverse side of this proxy card:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS. PLEASE SIGN, DATE AND
RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
( X )
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ELECTION OF DIRECTORS: |
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FOR |
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WITHHOLD |
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FOR all except |
(01) Matthew C. Baum |
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(02) Alfred J. Corso |
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(03) Roy J. Nirschel |
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(04) Harris N. Rosen |
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INSTRUCTION: To withhold authority to vote for any individual nominee, mark For All Except and
write that nominees name in the space provided below.
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In their discretion, the Proxies are authorized to vote upon such other business as may
properly come before the Meeting. |
THE PROXY REPRESENTED BY THIS PROXY CARD, WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR EACH OF THE NOMINEES LISTED AND FOR EACH OF THE PROPOSALS.
IF BOTH THE PROXIES SHALL BE PRESENT IN PERSON OR BY SUBSTITUTE, EITHER OF THE PROXIES SO PRESENT
AND VOTING SHALL HAVE AND MAY EXERCISE ALL THE POWERS HEREBY GRANTED.
Please check here if you plan to attend the meeting ( ).
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.
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 27, 2010.
The Companys Proxy Statement, sample proxy card and Annual Report on Form 10-K are available at:
http://materials.proxyvote.com/140430
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Signature of Shareholder
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Signature of shareholder |
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Date:
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Date: |
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NOTE: |
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This proxy must be signed exactly as the name appears hereon. 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 duly authorized officer, giving full
title as such. If signer is a partnership, please sign in partnership name by
authorized person. |