Page 6 - Proxy-2017
P. 6

voting authority over your shares. Brokers will have such discretionary authority to vote on Proposal 4 regarding the ratifica-
            tion of the selection of our independent registered public accounting firm for 2017, but not on any of the other proposals.

               We encourage you to provide instructions to your brokerage firm by returning your voting instruction card. This ensures
            that your shares will be voted at the Annual Meeting with respect to all of the proposals described in this proxy statement.


            Solicitation
               The Company will bear the entire cost of solicitation of proxies, including the preparation, assembly, printing, and mailing
            of this Proxy Statement, the proxy, and any additional material furnished to stockholders.  Copies of solicitation material
            will be furnished to brokerage houses, fiduciaries, and custodians holding shares in their names that are beneficially owned
            by others to forward to such beneficial owners.  In addition, the Company may reimburse such persons for their cost of
            forwarding the solicitation material to such beneficial owners.  The solicitation of proxies by mail may be supplemented by
            telephone, facsimile or email, and/or personal solicitation by directors, officers, or employees of the Company.  No additional
            compensation will be paid for any such services.  Except as described above, the Company does not intend to solicit proxies.

            How can I find out the results of the voting at the Annual Meeting?
                Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published by the
            Company on Form 8-K within four business days following the Annual Meeting.


                                                        PROPOSAL 1:
                                         NOMINATION AND ELECTION OF DIRECTORS

               The Company’s Amended and Restated Bylaws (the “Bylaws”) provide for the classification of our Board of Directors into
            three classes of directors, with each class as nearly equal in number as possible, with staggered terms of office.  At each annual
            meeting of stockholders, the successors to the class of directors whose terms expire at that meeting will be elected for a term of
            office to expire at the third succeeding annual meeting of stockholders after their election and until their successors have been
            duly elected and qualified.

               The Company’s Board of Directors currently is composed of the following members: Marvin H. Fink, Howard F. Hill,
            William L. Reynolds, Joseph Benoit and Gerald T. Garland.  At the June 9, 2017 Board meeting, Mr. Garland was appointed to
            the Board of Directors, and the number of directors constituting the entire Board of Directors was increased to five members.
            Two directors are to be elected at the Annual Meeting. The two nominees to be elected at the Annual Meeting are Mr. Fink
            and Mr. Garland.  The directors elected at the Annual Meeting will hold office until their term expires and until their succes-
            sors are elected and qualified, or until their death, resignation, or removal.
               The two nominees receiving the highest number of affirmative votes cast at the Annual Meeting shall be elected as
            directors of the Company. Mr. Fink and Mr. Garland have agreed to serve if elected.  If for any reason Mr. Fink or Mr.
            Garland is not a candidate when the election occurs, we intend to vote proxies for the election of a substitute nominee or, in
            lieu thereof, our Board of Directors may reduce the number of directors in accordance with our Bylaws.  Unless otherwise
            instructed, the proxy holders will vote the proxies received by them in favor of the election of Mr. Fink and Mr. Garland.

               A majority of the Directors are “independent directors” as defined by the listing standards of The Nasdaq Stock Market,
            and the Board of Directors has determined that such independent directors have no relationship with the Company that
            would interfere with the exercise of their independent judgment in carrying out the responsibilities of a director.

               Set forth below is information regarding the nominees and the other current Board members, including information
            furnished by them as to their principal occupations and their ages:

                       Name                     Age           Director Since
                       Marvin H. Fink           81            2001
                       Howard F. Hill           76            1979
                       William L. Reynolds      82            2005
                       Gerald T. Garland        66            2017
                       Joseph Benoit            63            2013

                                                              4
   1   2   3   4   5   6   7   8   9   10   11