Page 24 - Proxy-2017
P. 24

Awards to purchase restricted stock and stock bonus awards under the 2010 Plan will not qualify as performance-based
            compensation under the Treasury Regulations issued under Section 162(m).


               THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” APPROVAL OF THE
            AMENDMENT TO THE 2010 STOCK INCENTIVE PLAN



                                                      PROPOSAL NO. 3:
                                 ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’S
                                                NAMED EXECUTIVE OFFICERS


               Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), as
            set forth in Section 14A(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), enables the Company’s
            stockholders to vote to approve, on an advisory, non-binding basis, the compensation of our Named Executive Officers as
            disclosed in this proxy statement in accordance with SEC rules. At the 2014 Annual Meeting of stockholders, our stockholders
            approved an advisory measure that the stockholders’ advisory vote on executive compensation be held on an annual basis.
            The Board of Directors has determined to follow the stockholders’ recommendations and to include an annual stockholders
            advisory vote on the compensation of the Company’s executive officers.

               As described above in the “Compensation of Executives and Directors” section of this proxy statement, the executive
            officer compensation programs are designed to support this Company’s business goals and to promote short- and long-term
            profitable growth.  We urge stockholders to read the “Summary Compensation Discussion and Analysis” section of the proxy
            statement, which describes our executive compensation policies, and to review the other related compensation tables and
            narratives, which provide detailed information on the compensation of our Named Executive Officers. The Compensation
            Committee believes that the policies and procedures set forth in the Compensation of Executives and Directors section are
            effective in fulfilling the Company’s objectives and that the compensation of our named executive officers reported in this
            proxy statement has supported and contributed to our recent and long-term success.

               Proposal No. 3, commonly known as a “say on pay” vote, gives stockholders the opportunity to endorse or not endorse the
            compensation of our executives as disclosed in this Proxy Statement. This proposal will be presented at the Annual Meeting as
            a resolution in substantially the following form:

                   RESOLVED, that the stockholders approve the compensation of the Company’s Named Executive Officers, as
               disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission in the compensation
               tables and related narrative disclosure in the Company’s proxy statement for the 2017 Annual Meeting.

               This vote will not be binding on the Board of Directors and may not be construed as overruling a decision by the Board
            or creating or implying any change to the fiduciary duties of the Board of Directors. The vote will not affect any compensation
            previously paid or awarded to any executive.  The Compensation Committee and the Board may, however, take into account
            the outcome of the vote when considering future executive compensation arrangements.
               Unless the Board modifies its policy on the frequency of holding “say on pay” advisory votes, the next “say on pay”
            advisory vote will occur in 2018.


               THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THIS RESOLUTION.


                                                      PROPOSAL NO. 4:
                                          SELECTION OF INDEPENDENT REGISTERED
                                                 PUBLIC ACCOUNTING FIRM

               The Audit Committee of the Board has selected CohnReznick LLP to continue as the Company’s independent registered
            public accounting firm for the fiscal year ending October 31, 2017.


                                                             22
   19   20   21   22   23   24   25   26   27   28   29