EXPLANATORY NOTE
The sole purpose of this revision to the original
Definitive Proxy Statement filed December 10, 2018 is to correct a clerical
error on page 1 of the proxy statement. The record date December 10, 2018
should read December 6, 2018. There are no other revisions or amendments to
any other parts of the Definitive Proxy Statement previously filed.
Microwave Filter
Company, Inc.
6743 Kinne Street
East Syracuse, New York
13057
Notice of Annual Meeting
of Shareholders
To
the Shareholders of Microwave Filter Company, Inc.:
At the direction of the Board of Directors of Microwave Filter Company, Inc., a
New York corporation (the 'Company'), notice is hereby given that the Annual
meeting of Shareholders of the Company (the 'Meeting') will be held at 10:00
a.m. on Wednesday, February 6, 2019 at the Ramada Carrier Circle, 6555 Old
Collamer Road, East Syracuse, New York 13057 for the following purposes:
Proposal 1. The election of 3 directors to hold office until the Annual Meeting
of the Shareholders at which their term expires or until their successors
have been duly elected;
Proposal 2. The ratification of the appointment of Dannible & McKee LLP, Certified
Public Accountants, as the Company's independent registered public accounting
firm for the 2019 fiscal year.
No other business may be transacted at the meeting.
The Board of Directors has fixed the close of business on December 6, 2018 as
the record date for the determination of shareholders entitled to notice of and
to vote at the Meeting, or any adjournments thereof.
|
By order of the
Board of Directors
|
|
|
|
Robert R. Andrews
|
|
Chairman of the Board
|
Dated: December 10, 2018
|
|
Syracuse, New York
|
|
YOUR
VOTE IS IMPORTANT. YOU ARE THEREFORE REQUESTED TO SIGN AND RETURN THE ENCLOSED
PROXY AS PROMPTLY AS POSSIBLE, EVEN IF YOU EXPECT TO BE PRESENT AT THE
MEETING. YOU MAY WITHDRAW YOUR PROXY AT ANY TIME PRIOR TO THE MEETING, OR IF
YOU DO ATTEND THE MEETING, YOU MAY WITHDRAW YOUR PROXY AT THAT TIME AND VOTE IN
PERSON IF YOU WISH.
MICROWAVE FILTER COMPANY,
INC.
Proxy Statement for
Annual Meeting of Shareholders
General
The enclosed Proxy is solicited on behalf of the Board of Directors of Microwave
Filter Company, Inc. (the 'Company') for use at the Company's Annual Meeting of
Shareholders (the 'Annual Meeting') to be held on Wednesday, February 6, 2019
at 10:00 a.m. local time or at any adjournment or postponement thereof, for the
purposes set forth herein and in the accompanying Notice of Annual Meeting of
Shareholders. The Annual Meeting will be held at the Ramada Carrier Circle, 6555
Old Collamar Road, East Syracuse, New York 13057.
The Company's principal executive offices are located at 6743 Kinne Street, East
Syracuse, New York 13057. The telephone number at that address is (315) 438-4700.
These proxy solicitation materials and the Annual Report to Shareholders were
first mailed on or about December 10, 2018 to all shareholders entitled to vote
at the Annual Meeting.
Record
Date and Shares Outstanding
Shareholders of record at the close of business on December 6, 2018 are entitled
to notice of, and to vote at, the Annual Meeting. At the record date 2,579,680
shares of the Company's common stock were issued, outstanding and entitled to
vote at the Annual Meeting.
Availability
of Proxy Materials
Our Annual Report to Shareholders and this Proxy Statement are available on the
Company's website at www.microwavefilter.com.
Revocability
of Proxies
Any proxy given pursuant to this solicitation may be revoked by the person giving
it at any time before its use by delivering to the Secretary of the Company a
written notice of revocation or a duly executed proxy bearing a later date or
by attending the Annual Meeting and voting in person.
Voting and Solicitation
Every shareholder voting for the election for Directors is entitled to one vote
for each share held of record on the record date. Directors are elected by a
plurality of the votes cast at the meeting.
A quorum at the Annual Meeting shall consist of one-third (1/3) of the outstanding
shares entitled to vote, represented either in person or proxy. Abstentions are
counted as present for the purpose of determining the presence or absence
of a quorum for the transaction of business. Votes against a candidate and
votes withheld from voting for a candidate will have no effect on the election
of directors.
If a stockholder is the beneficial owner of shares held in "street
name" by a bank or brokerage firm, such bank or brokerage firm, as the
record holder of the shares, is required to vote those shares in accordance
with such stockholder's instructions. If the stockholder does not give
instructions to such bank or brokerage firm, it will nevertheless be entitled
to vote the shares with respect to certain "discretionary" items, but
will not be permitted to vote such stockholder's shares with respect to
"non- discretionary" items. In the case of non-discretionary items,
the shares will be treated as "broker non-votes."
Shares treated as broker non-votes will be included for purposes of calculating
the presence of a quorum. Otherwise, shares represented by broker non-votes
will be treated as shares not entitled to vote on a proposal. Broker non-votes
will not be counted as votes cast 'for' or votes 'withheld' for the election of
directors.
The proposal to ratify the appointment of Dannible & McKee, LLP as the Company's
independent auditor for the fiscal year ending September 30, 2019 as well as
any other matter properly submitted to shareholders for their consideration at
the Annual Meeting, will be approved if a majority of the votes cast at the
Annual meeting are voted 'FOR' those proposals.
The cost of this solicitation will be
borne by the Company. The Company has retained Regan & Associates, Inc. to
assist in the solicitation of proxies at a fee of $7,000 (which includes
expenses.) In addition, the Company may reimburse brokerage firms and other
persons representing beneficial owners of shares for their expenses in
forwarding solicitation material to such beneficial owners. Proxies also may be
solicited by certain of the Company's directors, officers and regular
employees, without additional compensation, personally or by telephone or by
telegram.
Deadline
for Receipt of Shareholder Proposals
Proposals of shareholders which are intended to be presented by such shareholders
at the Company's 2020 Annual Meeting must be received by the Secretary of the
Company at the Company's principal executive offices no later than September 30,
2019 in order to be included in the proxy soliciting material relating to that
meeting. Such proposals should be sent by certified mail, return receipt
requested.
Shareholder
Communications with Directors
Shareholders who want to communicate with the Board or an individual director
can write to: Richard Jones, Corporate Secretary, Microwave Filter Company,
Inc., 6743 Kinne Street, East Syracuse, New York 13057. Your letter should
indicate that you are a shareholder of Microwave Filter Company, Inc. Depending
on the subject matter, management will:
Forward the communication to the director or directors to whom it is addressed;
or
Attempt to handle the inquiry directly, for example, requests for information
or stock-related matters.
Corporate
Governance
Our executive officers, management and employees conduct our business under the
direction of the Chief Executive Officer and with the independent oversight of
our Board. Our Board is composed of directors who are not employed by us, with
the exception of Mr. Mears. A non- executive director serves as Chairman of the
Board. We believe that having a non-executive Chairman of the Board emphasizes
the importance of the Board's objectivity and independence from management and
best promotes the effective functioning of the Board's oversight role. At
regularly scheduled Board meetings, our non-employee directors meet in
executive session without management present. Our Board also ensures that we
have an effective management team in place to run the Company and serves to
protect and advance the long-term interests of our shareholders.
Oversight of risk management is a responsibility of the Board of Directors and
is an integral part of the Board's oversight of our business. The Company's
senior management is primarily responsible for managing the day-to- day risks
of the Company's business, and is best equipped to assess and manage those
risks. The Board regularly receives reports on the Company's exposure to risk
from senior management and reassesses the management of those risks throughout
the year.
Board
Meetings and Committees
The Board of Directors held a total of five meetings during the fiscal year ending
September 30, 2018. Each Director attended at least 75% of all such meetings of
the Board of Directors and of the committees of the Board on which they served
during fiscal 2018.
The Company's Audit Committee currently consists of Sidney Chong, Chair, Carl
Fahrenkrug, Sr., Robert D. Shiroki, Frank S. Markovich, John Kennedy and Robert
R. Andrews. All members of the Audit Committee are independent of management
(as independence is defined in the Nasdaq listing standards). The purpose of
the Audit Committee is to assist the Board of Directors' oversight of the
Company's accounting and financial reporting processes and the audits of the
Company's financial statements. The Audit Committee operates pursuant to a
Charter approved by the Company's Board of Directors. The Audit Committee held four
meetings during fiscal year 2018. The Audit Committee's charter is available on
our website at www.microwavefilter.com.
The Company's Compensation Committee currently consists of John Kennedy, Chair,
Robert Andrews, Sidney Chong, Robert Shiroki, Anne Tindall and Carl Fahrenkrug,
Sr. The Compensation Committee reviews compensation and benefits for the
Company's executives. The Compensation Committee held one meeting during
fiscal year 2018.
The Company's Nominating Committee currently consists of Anne Tindall, Chair, Robert
Andrews, Carl F. Fahrenkrug, Sr, John Kennedy, Frank S. Markovich and Irene
Scruton. All members of the Nominating Committee are independent of management
( as independence is defined in the Nasdaq listing standards). The Nominating Committee
operates pursuant to a Charter approved by the Company's Board of Directors.
The Nominating Committee held one meeting during fiscal year 2018.
When considering a potential candidate for membership on our Board, the Nominating
Committee considers relevant business and industry experience and demonstrated
character and judgement. There are no differences in the manner in which the
Nominating Committee evaluates a candidate that is recommended for nomination
for membership on our Board by a shareholder.
The Nominating Committee will consider shareholder nominations for directors in
writing to our corporate secretary prior to the meeting. To be timely, the notice
must be delivered within the time period permitted for submission of a stockholder
proposal as described under 'Shareholder Proposals.' Such notice must be
accompanied by the nominee's written consent, contain information relating to
the business experience and background of the nominee and contain information
with respect to the nominating shareholder and persons acting in concert with
the nominating shareholder.
The Nominating Committee is responsible for recommending to our full Board of
Directors nominees for election of directors. To fulfill this role, the committee
interviews, evaluates and recommends individuals for membership on our Board
and committees thereof.
Each of the Company's directors is encouraged to attend the annual meeting of
shareholders in person. Last year all nine directors attended the annual
shareholders meeting.
The Company also has a standing Executive Committee.
Compensation
of Directors
Non-officer Directors currently receive fees of $250.00 per board meeting and $250.00
per committee meeting. MFC also reimburses Directors for reasonable expenses
incurred in attending meetings. The Chairman of the Board currently receives
fees of $400.00 per board meeting and $400.00 per committee meeting. Officer
members receive no compensation for their attendance at meetings.
The following table summarizes the compensation paid to non-employee Directors
for their service to the Board and its committees in fiscal 2018.
Director Compensation Table
|
|
|
Fees earned or
|
Name
|
paid in cash
|
|
Robert R. Andrews
|
$4,000
|
Ann Tindall
|
$1,250
|
Sidney Chong
|
$2,500
|
Carl F. Fahrenkrug, Sr
|
$2,250
|
John Kennedy
|
$2,000
|
Frank S. Markovich
|
$1,750
|
Robert Shiroki
|
$2,250
|
Irene Scruton
|
$ 750
|
Security
Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding beneficial ownership
of the Company's common stock as of December 6, 2018 (i) by each person who is
known by the Company to own beneficially more than 5% of the Company's common
stock, (ii) each Director of the Company and (iii) all Directors and Executive
Officers as a group.
Directors, Officers
|
Shares Beneficially Owned
|
|
Number
|
Percent
|
|
Carl F. Fahrenkrug, Sr *
|
72,298
|
2.8%
|
|
Frank S. Markovich *
|
4,340
|
**
|
|
Robert D. Shiroki *
|
88,432
|
3.4%
|
|
Sidney Chong *
|
3,000
|
**
|
|
Robert R. Andrews *
|
2,080
|
**
|
|
Paul W. Mears *
|
1,000
|
**
|
|
John J. Kennedy *
|
1,000
|
**
|
|
Anne Tindall*
|
0
|
**
|
|
Irene E. Scruton*
|
0
|
**
|
|
Carl F. Fahrenkrug, Jr
|
4,986
|
**
|
|
All Directors and Executive
|
Officers as a group (ten persons)
|
177,136
|
6.9%
|
|
*Directors
of the Company.
**Denotes
less than one percent of class.
5% Shareholders
|
Shares Beneficially Owned
|
|
Number
|
Percent
|
|
Zeff Capital, LP (1)
|
220,653
|
8.6%
|
1601 Broadway, 12
th
Floor
|
New York, New York 10019
|
(1)
This information is based on a Schedule 13D filed with the SEC by Zeff Capital,
LP, 1601 Broadway, 12
th
Floor, New York, NY 10019, on June 11, 2018.
Zeff Capital, LP reported sole voting power and sole dispositive power to all
such shares and shared voting power with respect to none of the shares.
Gerst Capital, LLC (2)
|
166,225
|
6.4%
|
4962 El Camino Real, Suite 206
|
Los Altos, CA 94022
|
(2)
This information is based on a Schedule 13D filed with the SEC by Gerst Capital,
LLC, 4962 El Camino Real, Suite 206, Los Altos, CA 94022, on January 30, 2018. Gerst
Capital, LLC reported shared voting power and shared dispositive power to all
such shares.
Compensation
Committee Interlocks and Insider Participation
No member of the Compensation Committee was or is an officer or employee of the
Company or any of its subsidiaries.
Compliance
with Section 16(a) of the Securities Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's executive
officers and directors and persons who own more than 10% of a registered class
of the Company's equity securities, to file reports of ownership and changes of
ownership with the Securities and Exchange Commission and the National
Association of Securities Dealers, Inc. Such officers, directors and 10%
shareholders are also required by SEC Rules to furnish the Company with copies
of all Section 16(a) forms that they file. Based solely on its review of such
reports received by it, the Company believes that its officers, directors and
10% shareholders complied with all Section 16(a) filing requirements for the
fiscal year ended September 30, 2018.
IDENTIFICATION OF EXECUTIVE
OFFICERS
|
|
|
|
|
Name
|
Age
|
Position
|
|
|
Paul
W. Mears
|
59
|
Chief
Executive Officer
|
|
Richard
L. Jones
|
70
|
Vice
President, Chief Financial
|
|
|
|
Officer
and Corporate Secretary
|
|
Carl
F. Fahrenkrug, Jr
|
50
|
Executive
Vice President
|
All of the officers serve at the pleasure of the Board of Directors.
Paul W. Mears began his association with MFC as a Co-op while attending RIT in
1981. He became a full time employee in 1984 when he began his duties as
an Electrical Engineer in Research and Development. In 1988 he became a
Senior Design and Quotation Engineer and in 1989, he was promoted to Assistant
Chief Engineer, Manager of Engineering of the Filter Division and in April of
1998, was appointed Vice President of Engineering. On December 9, 2015, he was
appointed Chief Executive Officer.
Mr. Mears has a Bachelor of Science in Electrical Engineering Technology form
RIT.
Richard
L. Jones joined MFC in August 1983 as controller. In February 1985, he
was appointed Vice President and Treasurer of MFC. On October 7, 1992, he
was appointed Vice President and Chief Financial Officer. Mr. Jones has a
Bachelor of Science in Accounting from Syracuse University.
Carl F. Fahrenkrug, Jr joined MFC in 1989 as an engineering intern. In
1992, he became a full time employee when he began his duties as an electrical
engineer. On April 8, 2009, he was appointed Vice President. On December
9, 2015, he was appointed Executive Vice president. Mr. Fahrenkrug has a
Bachelor of Science in Electrical Engineering from Clarkson University, a
Master of Science in Electrical Engineering from SUNY Binghamton and a Master
of Business Administration from LeMoyne College.
The
Company has adopted a Code of Ethics and Business Conduct for all of our
employees and directors, including our Chief Executive Officer and Chief
Financial Officer. A copy of our Code of Ethics and Business Conduct is
available free of charge on our Company web site at www.microwavefilter.com.
EXECUTIVE
COMPENSATION AND OTHER MATTERS
Executive
Compensation
The Company's guiding compensation philosophy is to provide compensation that
rewards individual and organizational performance. The Company aims to make
executive compensation sensitive to Company performance, which is defined in
terms of revenue growth and profitability. Compensation must also be competitive,
thereby enabling the Company to attract, retain and motivate highly-qualified
individuals who contribute to the Company's success.
The following table provides information relating to compensation for fiscal
2018 and 2017 for the Company's Chief Executive Officer, Executive Vice
President and Chief Financial Officer for services to the Company.
Summary Compensation Table
|
|
|
Salary
|
Bonus
|
Other
|
Total
|
Name and Principal
|
|
Position
|
Year
|
$
|
$
|
$(1)
|
$
|
|
Paul W. Mears
|
2018
|
91,200
|
0
|
5,472
|
96,672
|
President
|
2017
|
97,174
|
0
|
5,830
|
103,004
|
|
Carl F. Fahrenkrug, Jr
|
2018
|
104,000
|
0
|
6,240
|
110,240
|
Executive Vice President
|
2017
|
102,670
|
0
|
6,160
|
108,830
|
|
Richard L. Jones
|
2018
|
97,250
|
0
|
5,835
|
103,085
|
Chief Financial Officer
|
2017
|
96,686
|
0
|
5,801
|
102,487
|
(1)
All other compensation consists of contributions by the Company to the
Company's 401(K) Salary Savings Plan.
Mr. Mears, Mr. Fahrenkrug and Mr. Jones currently receive one week of paid
vacation each calendar year and participation in all benefits, plans and
programs available to all employees.
Option
Grants and Exercises
There were no options granted or exercised by the executive officers listed in
the executive compensation table above during the last fiscal year.
PROPOSAL ONE
ELECTION OF DIRECTORS
Nominees
Three Directors are to be elected at the Annual Meeting. Unless otherwise instructed,
the proxy holders will vote the proxies received by them for the three nominees
named below, all of whom are presently Directors of the Company. In the event
that any nominee is unable or declines to serve as a Director at the time of
the Annual Meeting, the proxies will be voted for any nominee who shall be
designated by the present Board of Directors to fill the vacancy. A term of
office of three years for each person elected as a Director will continue to
the Annual Meeting of Shareholders at which their term expires or until his or
her successor has been elected and qualified. It is not expected that any
nominee will be unable or will decline to serve as a Director.
The name of and certain information regarding each nominee are set forth below.
Nominee
|
Principal Occupation and Qualifications
|
|
ROBERT R. ANDREWS
|
Mr. Andrews is the Chairman of the Board and past
|
Age 78
|
President of Morse Manufacturing Co., East Syracuse
|
Director since 1992
|
N.Y. which produces specialized material handling equipment
|
|
and has served in that capacity since prior to 1985.
|
|
He received a B.A. degree from Arkansas University and
|
|
has served as Vice President and a Director of the
|
|
Manufacturers Association of Central New York,
|
|
President of the Citizens Foundation, a Trustee of
|
|
DeWitt Community Church, a Director of the Salvation
|
|
Army and Chairman of the Business and Industry Council
|
|
of Onondaga Community College. Mr. Andrews was elected
|
|
Chairman of the Board of Directors of Microwave Filter
|
|
Company, Inc. on November 17, 2004.
|
|
|
Mr. Andrews brings extensive executive, management and
|
|
operational experience as the President and Principal
|
|
shareholder of a small manufacturing company.
|
|
SIDNEY K. CHONG
|
Mr. Chong was a corporate accountant for Carrols Corp.
|
Age 77
|
in Syracuse prior to his retirement in January 2011.
|
Director since 1995
|
Prior to joining Carrols Corp., he was a Senior
|
|
Accountant with Price Waterhouse and Co. in New York
|
|
City. Mr. Chong has a Bachelor of Science degree in
|
|
accounting from California State University.
|
|
|
Mr. Chong brings to the board extensive financial and
|
|
business experience and is considered an 'audit
|
|
committee financial expert' under SEC rules. Mr.
|
|
Chong's extensive accounting and financial knowledge
|
|
is an invaluable asset to the Board in its oversight
|
|
of the integrity of our financial statements and the
|
|
financial reporting process.
|
PAUL W. MEARS
|
Mr. Mears was elected Chief Executive Officer and a
|
Age 59
|
Director of Microwave Filter Company, Inc. on December
|
Director since 2015
|
9, 2015. Mr. Mears has served as Vice President of
|
|
Engineering since 1998. He has a Bachelor of Science degree
|
|
in Electrical Engineering Technology from Rochester Institute
|
|
of Technology.
|
|
|
Mr. Mears brings to the Board executive leadership
|
|
through his knowledge of our business, products, strategy,
|
|
people, operations and competition.
|
THE BOARD OF DIRECTORS
RECOMMENDS A VOTE 'FOR'
THE ELECTION OF EACH OF
THE NOMINEES
MEMBERS
OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
Directors
Whose Terms Expire in 2020
Director
|
Principal Occupation and Qualifications
|
|
CARL F. FAHRENKRUG
|
Mr. Fahrenkrug retired as President and Chief Executive
|
Age 76
|
Officer of Microwave Filter Company on December 9, 2015.
|
Director since 1984
|
He had also served as President and Chief Executive Officer
|
|
of Niagara Scientific, Inc. since prior to 1986. He served as
|
|
Vice President of Engineering at Microwave Systems, Inc.,
|
|
Syracuse, N.Y. from 1972 - 1976. Mr. Fahrenkrug has a
|
|
B.S. and M.S. in Engineering and an MBA from Syracuse
|
|
University.
|
|
|
Mr. Fahrenkrug brings to the Board executive leadership
|
|
and industry experience. His thorough knowledge of our
|
|
business, products, strategy, people, operations and
|
|
competition provides us with strong leadership.
|
|
ROBERT D. SHIROKI
|
Mr. Shiroki is a Certified Public Accountant in the State
|
Age 55
|
of New York and the owner of Shiroki Associates CPA's
|
Director since 2012
|
located in Fayetteville, New York, which specializes in small
|
|
businesses and startups. Prior to joining Shiroki Associates,
|
|
he was the controller for Hart Lyman Companies of East
|
|
Syracuse, New York. Mr. Shiroki has a Bachelor of Science in
|
|
Finance from SUNY Brockport and a Bachelor of Science in
|
|
Accounting from Syracuse University.
|
|
|
Mr. Shiroki brings to the board extensive financial and
|
|
business experience and is considered an 'audit committee
|
|
financial expert' under SEC rules. Mr. Shiroki's extensive
|
|
accounting and financial knowledge is an invaluable asset
|
|
to the Board in its oversight of the integrity of our
|
|
financial statements and the financial reporting process.
|
|
FRANK S. MARKOVICH
|
Mr. Markovich is a consultant in the manufacturing
|
Age 74
|
operations and training field. Prior to that, he was
|
Director since 1992
|
the Director of the Manufacturing Extension
|
|
Partnership at UNIPEG Binghamton. He held various high
|
|
level positions in operations, quality and product
|
|
management in a 20 year career with BF Goodrich
|
|
Aerospace, Simmonds Precision Engine Systems of
|
|
Norwich, N.Y. He completed US Navy Electronics and
|
|
Communications Schools and received an MBA from
|
|
Syracuse University.
|
|
|
Mr. Markovich brings to the Board extensive business
|
|
leadership experience and an intimate knowledge of
|
|
manufacturing operations, quality assurance and product
|
|
management.
|
Directors
Whose Terms Expire in 2021
Director
|
Principal Occupation and Qualifications
|
|
JOHN J. KENNEDY
|
Mr. Kennedy is the Senior Partner and Co-founder of
|
Age 69
|
Hawthorne Consulting Group, LLC, a continuous
|
Director since 2009
|
improvement consulting firm dedicated to the education
|
|
and training of business owners, managers and their
|
|
employees in the concepts of the Toyota Production
|
|
System. Prior to that, Mr. Kennedy was a senior
|
|
consultant with Seven Pines Consulting
|
|
Group/Rutherford Associates. He has also held various
|
|
management positions with Orion Bus Industries Ltd,
|
|
General Motors Corp. and the Miller Brewing Company.
|
|
He holds an MBA from Syracuse University and a BS
|
|
degree from the University of Pennsylvania.
|
|
|
Mr. Kennedy brings to the Board extensive busines
|
|
leadership experience and an intimate knowledge in
|
|
productivity and process improvement.
|
|
ANNE TINDALL
|
Ms. Tindall is the founder and President of Employee
|
Age 65
|
Management Strategies, Inc. which provides a variety
|
Director since 2012
|
of comprehensive on and off-site professional human
|
|
resource services to employers. Ms. Tindall is a
|
|
graduate of the State University College at Buffalo
|
|
with a Bachelor of Arts in Human Development - Family
|
|
and Community Relations, in addition to a number of
|
|
human resource-related courses and seminars.
|
|
|
Ms. Tindall brings over 37 years of human resource-
|
|
related expertise to the Board of Directors.
|
|
IRENE E. SCRUTON
|
Ms. Scruton has been the Director of MBA & Graduate
|
Age 63
|
Programs at State University of New York at Oswego since
|
Director since 2016
|
2013. Prior to that, she was the Executive Director of the
|
|
Safety Council of Central & Western New York Chapter of
|
|
the National Safety Council. Before leading the non-profit,
|
|
Ms. Scruton's career was senior banking executive both in
|
|
Buffalo and Syracuse, New York. Ms. Scruton is a Doctural
|
|
Candidate (EdD) with an anticipated graduation date of July
|
|
2017 at St John Fisher College. Ms. Scruton has an MBA
|
|
from Syracuse University and a Bachelor of Science in
|
|
Business from the University of Buffalo. Ms. Scruton is a Board
|
|
member of the Syracuse Regional Airport Authority and has
|
|
served as a Board member of Onondaga Community College,
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a trustee of the Dewitt Community Library, a Town Councilor
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of the Town of Dewitt, a Board member of the NY-Penn Girl
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Scouts and a Board member of Leadership Greater Syracuse.
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Ms. Scruton is a dynamic leader and strategic innovator with
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progressive experience in key industry sectors. She brings
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specialized knowledge in program management, board
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development, product development, team development and
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executive leadership to the Board.
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Other
Interests and Transactions
Except as
set forth in this Proxy Statement: (i) no participant in this solicitation is,
or was within the past year, a party to any contract, arrangements or
understandings with any person with respect to any securities of the
registrant, including, but not limited to, joint ventures, loan or option
arrangements, puts or calls, guarantees against loss or guarantees of profit,
division of losses or profits, or the giving or withholding of proxies; (ii) no
associate of any participant in this solicitation owns beneficially, directly
or indirectly, any securities of the registrant; (iii) no participant in this
solicitation owns beneficially, directly or indirectly, any securities of any
parent or subsidiary of the registrant; (iv) no participant in this
solicitation or any of his or its associates was a party to any transaction, or
series of similar transactions, since the beginning of the registrant's last
fiscal year, or is a party to any currently proposed transaction, or series of
similar transactions, to which the registrant or any of its subsidiaries was or
is to be a party, in which the amount involved exceeds $120,000; (v) no
participant in this solicitation or any of his or its associates has any
arrangement or understanding with any person with respect to any future
employment by the registrant or its affiliates, or with respect to any future
transactions to which the registrant or any of its affiliates will or may be a
party.
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has approved the selection of Dannible & McKee, LLP
to audit our financial statements for the fiscal year ending September 30, 2019,
and seeks shareholder ratification of such appointment.
The Company's By-laws do not require that shareholders ratify the selection of Dannible
& McKee, LLP as the Company's independent register public accounting firm.
The Board, however, is submitting the selection of Dannible & McKee, LLP to
shareholders for ratification as a matter of good corporate practice. If
shareholders do not ratify the selection, the Audit Committee will reconsider
whether to retain Dannible & McKee, LLP. Even if the selection is ratified,
the Board and the Audit Committee at their discretion may change the
appointment at any time during the year if they determine that such a change
would be in the best interests of the Company and its shareholders.
THE BOARD OF DIRECTORS
RECOMMENDS A VOTE 'FOR' THE RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
REPORT
OF AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Audit Committee operates pursuant to a Charter approved by the Company's Board
of Directors. The Audit Committee reports to the Board of Directors and is
responsible for overseeing financial accounting and reporting, the system of
internal controls established by management and the audit process of the Company.
The Audit Committee Charter sets out the responsibilities, authority and
specific duties of the Audit Committee. The Charter specifies, among other things,
the structure and membership requirements of the Committee, as well as the
relationship of the Audit Committee to the independent accountants and management
of the Company.
The Audit Committee consists of six members, all of whom have been determined
by the Board of Directors to be 'independent' under the NASDAQ listing
standards as previously in effect and as amended. The Committee members do not
have any relationship to the Company that may interfere with the exercise of
their independence from management and the Company. The Board of Directors of
Microwave Filter Company, Inc. has determined that Mr. Chong and Mr. Shiroki,
both members of the Audit Committee, are 'audit committee financial experts' as
defined by the SEC's regulations. None of the Committee members are current
officers or employees of the Company or its affiliates.
Audit
Committee Report
The Audit Committee of the Company's Board of Directors has issued the following
report with respect to the audited financial statements of the Company for the
fiscal year ended September 30, 2018:
. The Audit Committee has reviewed and discussed with the Company's management
and the independent auditor (Dannible & McKee, LLP) the Company's fiscal
2018 audited financial statements;
. The Audit Committee has discussed with the Company's independent auditor (Dannible
& McKee, LLP) the matters required to be discussed by Statement on Auditing
Standards No. 61, as amended (AICPA, Professional Standards, Vol.. 1. AU
section 380) as adopted by the Public Company accounting Board in Rule 3200T ;
. The Audit Committee has received the written disclosures and letter from the
independent auditor required by applicable requirements of the Public Company
Accounting Oversight Board regarding the auditor's communications with the audit
committee concerning independence, and has discussed with the auditor their
independence from the Company; and
Based on the review and discussions referred to in the three items above, the
Audit Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 2018.
Submitted
by the Audit Committee of the Company's Board of Directors:
Sidney
K. Chong, Robert R. Andrews, Frank S. Markovich, Robert D. Shiroki, Carl
Fahrenkrug, Sr., John Kennedy
FEES
PAID TO INDEPENDENT AUDITORS
Set forth below are the aggregate fees billed for professional services rendered
to the Company by its independent auditors for fiscal 2018.
Audit Fees
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$44,600
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Financial Information Systems Design
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and Implementation Fees
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0
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All Other Fees:
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Tax Services
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6,300
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|
--------
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Total fees
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$50,900
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|
=====
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Other Matters
The Company knows of no other matters to be submitted at the meeting. If any
other matters properly come before the meeting, it is the intention of the persons
named in the enclosed proxy to vote the shares they represent as the Board of
Directors may recommend.
THE
BOARD OF DIRECTORS
Dated:
December 10, 2018
PROXY
This proxy is Solicited by The Board of Directors of Microwave Filter Company, Inc.
Proxy for 2019 Annual Meeting of Shareholders
The undersigned hereby appoints Robert
R. Andrews and Paul W. Mears proxies of the undersigned, with full power of
substitution, to vote shares of common stock of the Company which the undersigned is entitled to vote at the 2019 Annual Meeting of the Shareholders to be held on
Wednesday, February 6, 2019 at 10:00 a.m. and any adjournments thereof as
follows:
(1) ELECTION OF DIRECTORS
Instructions: To vote for all nominees,
place an X in box number 1. To withhold
authority to vote for any individual nominee, place an X in box number 2, and
draw a line through his/her name in the list below.
1. [ ] For All Nominees
2. [ ] For All Nominees Except Those With A
Line Through Their Name
Robert R Andrews Sidney K. Chong Paul M Mears
The Board of Directors
recommends a vote FOR all nominees.
(2) Proposal to ratify the appointment of Dannible & McKee, LLP as the Company's independent auditors for the fiscal year
ending September 30, 2019.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
The Board of Directors
recommends a vote FOR this proposal.
In their discretion, the proxies are
authorized to vote upon other matters properly coming before the meeting or any
adjournments thereof. This proxy will be voted as directed by the
undersigned. IF NO DIRECTION IS GIVEN,
THIS PROXY WILL BE VOTED FOR PROPOSAL (1) and (2).
NOTE: Please date and sign exactly as your name or names appear below and
return in the enclosed postage paid envelope. When signing as an Attorney,
Executor, Trustee, Guardian or Officer of a Corporation, please give title as
such.
_______________________
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_________
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Signature
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Date
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_______________________
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_________
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Signature if held jointly
|
Date
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IMPORTANT: To assist the Company in planning the Annual
Meeting please check the following:
I plan to attend the Annual Meeting _____ I do not plan to attend the Annual
Meeting _____