UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934
(Amendment
No. )
Filed
by the Registrant ☒
Filed
by a party other than the Registrant ☐
Check
the appropriate box:
☐ Preliminary
Proxy Statement
☐ Confidential,
for Use of the Commission only (as permitted by Rule 14a-6(e) (2))
☒ Definitive
Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under §240.14a-12
Ocean
Bio-Chem, 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):
☒ No
fee required.
☐ Fee
computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which
transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it
was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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☐ Fee
paid previously with preliminary materials:
☐ Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11 (a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of
its filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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OCEAN
BIO-CHEM, INC.
4041
S. W. 47
th
Avenue
Fort
Lauderdale, Florida 33314
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
To
Our Shareholders:
The
Annual Meeting of Shareholders of Ocean Bio-Chem, Inc. will be held on Friday, June 3, 2016 at 10:00 a.m., Eastern Daylight Time,
at our corporate offices located at 4041 S. W. 47th Avenue, Fort Lauderdale, Florida 33314 for the following purposes:
1.
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To
elect eight directors to serve until the annual meeting of shareholders in 2017 or until
their respective successors have been duly elected and qualified;
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2.
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To
vote on a proposal to ratify the appointment of Goldstein Schechter Koch P.A. as the
Company's independent registered public accounting firm for 2016;
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3.
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To
vote, on an advisory basis, on a proposal to approve the compensation of our named executive
officers; and
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4.
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To
transact such other business as may properly come before the meeting.
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Only
shareholders of record at the close of business on April 11, 2016 are entitled to notice of and to vote at the Annual Meeting
or any postponements or adjournments thereof.
YOUR
VOTE IS IMPORTANT.
Whether or not you plan to attend the Annual Meeting in person, we encourage you to complete and return
your proxy card or voting instruction form at your earliest convenience.
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By
Order of the Board of Directors
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Peter
G. Dornau
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Chairman
and Chief Executive Officer
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Fort
Lauderdale, Florida
April
29, 2016
Important
Notice Regarding Availability of Proxy Materials for the Annual Meeting to be held on June 3, 2016:
The
Proxy Statement and the 2015 Annual Report to Shareholders are available at
http://materials.proxyvote.com/674631
.
OCEAN
BIO-CHEM, INC.
4041
S. W. 47
th
Avenue
Fort
Lauderdale, Florida 33314
PROXY
STATEMENT
General
We
are providing this proxy statement in connection with the solicitation by the Board of Directors of Ocean Bio-Chem, Inc. of proxies
to be voted at our Annual Meeting of Shareholders and at any postponement or adjournment of the meeting. Our Annual Meeting will
be held at 10 a.m.,
Eastern Daylight Time,
on June 3, 2016,
at
our corporate offices located at 4041 S.W. 47
th
Avenue, Ft. Lauderdale, Florida 33314.
Our
proxy materials are being made available to our shareholders beginning on or about April 29, 2016.
Outstanding
Securities and Voting Rights
Only
holders of record of our common stock at the close of business on April 11, 2016, the record date, will be entitled to notice
of, and to vote at, the Annual Meeting. On the record date, 9,008,855 shares of our common stock were outstanding.
Each
holder of record of our common stock as of the record date is entitled to cast one vote per share. The presence, in person or
by proxy, of the holders of a majority of the outstanding shares of our common stock entitled to vote is necessary to constitute
a quorum at the annual meeting. Directors are elected by a plurality of votes cast. For purposes of the vote at the annual meeting,
this means that the eight nominees with the highest number of votes will be elected. Under Florida law, action on a matter other
than the election of directors generally is approved if the votes cast in favor of the proposal exceed the votes cast against
the proposal. Therefore, abstentions, although counted for purposes of determining whether there is a quorum, will have no effect
on the vote. In addition, where brokers are prohibited from exercising discretionary authority in voting on a matter because beneficial
owners have not provided voting instructions (commonly referred to as “broker non-votes”), the broker-non votes will
have no effect on the vote. However, if shares are deemed represented for any purpose at the meeting (for example, with respect
to a matter where a broker is permitted to exercise discretionary authority to vote on a particular matter), the shares will be
counted for purposes of determining whether there is a quorum at the meeting.
Proxy
Voting
Shares
for which proxy cards are properly executed and returned will be voted at the Annual Meeting in accordance with the directions
given or, in the absence of directions, will be voted “FOR” the election of each of the eight nominees named in this
proxy statement, “FOR” ratification of the appointment of Goldstein Schechter Koch P.A. as our independent registered
public accounting firm for 2016, and “FOR” approval, on an advisory basis, of the compensation of our named executive
officers. You may revoke your proxy at any time prior to its use by delivering or mailing to our Corporate Secretary at the address
listed above a signed notice of revocation or a later-dated signed proxy, or by attending the Annual Meeting and voting in person.
Attendance at the Annual Meeting will not in itself constitute the revocation of a proxy.
Solicitation
of proxies on behalf of the Board of Directors may be made by our employees through the mail, in person or by telephone. We will
pay all costs of the solicitation. We also will reimburse brokerage houses and other nominees for their reasonable expenses in
forwarding proxy materials to beneficial owners.
PROPOSAL
1. ELECTION OF DIRECTORS
Nominees
for Election and Executive Officers
At
the annual meeting, eight directors are to be elected for a one-year term expiring at our 2017 annual meeting or until their successors
have been duly elected and qualified. Four of our directors also are our executive officers.
The
Board of Directors believes that the nominees will be able to serve as directors, if elected. If any nominee is unable to serve,
proxies will be voted for the election of such other persons as the Board of Directors may recommend, unless the Board of Directors
reduces the number of directors.
Set
forth below is certain information concerning the nominees for election as directors:
Name
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Position
With the Company
|
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Age
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Peter
G. Dornau
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Chairman
of the Board, President and Chief Executive Officer
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76
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Jeffrey
S. Barocas
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Vice
President – Finance, Chief Financial Officer and Director
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68
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Gregor
M. Dornau
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Vice
President - Sales & Marketing and Director
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47
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William
W. Dudman
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Vice
President - Operations, Secretary and Director
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51
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Sonia
B. Beard
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Director
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45
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Diana
Mazuelos Conard
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Director
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45
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James
M. Kolisch
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Director
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65
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John
B. Turner
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Director
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69
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Peter
G. Dornau is our co-founder and has served as our Chairman of the Board, President and Chief Executive Officer since 1973.
Jeffrey
S. Barocas joined our company in December 2006 and has been our Vice President-Finance and Chief Financial Officer since March
2007. Prior to joining Ocean Bio-Chem, Inc., he was Chief Financial Officer of Quality Communications of Florida. He has been
a director since August 2007.
Gregor
M. Dornau has been our Vice President - Sales & Marketing since August 2007. He has been employed by us since 1990 and has
been a director since August 2007. He is the son of Peter G. Dornau.
William
W. Dudman joined our company in April 2004 as our Vice President - Operations and Secretary. Prior to joining Ocean Bio-Chem,
Inc., he held various management positions within the marine products industry, most recently with West Marine, Inc., from May
1999 to April 2004. He has been a director since August 2007.
Sonia
B. Beard has been a director since April 2003. Since 1997, she has served in several capacities for Walt Disney Parks & Resorts,
most recently as Manager of Operations Initiatives since
2007
. Previously, Ms. Beard worked
in the audit department for Price Waterhouse (a predecessor to PricewaterhouseCoopers LLP) in Miami. Ms. Beard has over 15 years
of financial experience and is a Certified Public Accountant (inactive). She serves as the Chairperson of the Audit Committee
and serves on the Equity Grant Committee.
Diana
Mazuelos Conard has been a director since April 2011. Ms. Conard has served in several capacities for Franklin Templeton Investments
since 2009, including Director of Multi-Asset Solutions since July 2013, Director of Global Strategic Services from 2009 to 2013
and Vice President - Client Relationship Manager from 2005 to 2009. Ms. Conard serves on the Audit Committee and the Equity
Grant Committee.
James
M. Kolisch has been a director since May 1998. Mr. Kolisch serves as Regional Executive Vice President of USI Insurance Services
LLC., which sources most of our insurance needs, and its predecessor company for approximately 30 years.
John
B. Turner has been a director since June 2000. He is currently retired. Prior to his retirement in March 1995, he was an insurance
executive with Prudential Insurance Corp. for over 25 years. Mr. Turner serves as Chairperson of the Equity Grant Committee and
serves on the Audit Committee.
Messrs. Peter
Dornau, Gregor Dornau, Barocas and Dudman are executive officers of our company and have intimate knowledge of, and provide
valuable perspectives to the entire Board regarding, our sales, marketing, operations and finance. Ms. Beard's accounting
and operations experience enables her to provide valuable insights to the Board on financial matters. Her background renders her
well-qualified to lead the Audit Committee in its oversight function with respect to the integrity of our financial statements,
our internal controls and other matters. Ms. Conard's background as an executive with Franklin Templeton Investments enables
her to provide valuable insights to both the Board and the Audit Committee on financial matters. Mr. Kolisch's experience assisting
our company in locating appropriate insurance coverage enables him to provide insights regarding risk management of our assets
and operations. Mr. Turner's insurance and business experience enables him also to contribute meaningfully to the Board's
risk assessments.
All
directors serve until the next annual meeting of shareholders or until their successors are duly elected and qualified. Each executive
officer serves at the discretion of the Board of Directors.
The
Board of Directors unanimously recommends a vote FOR each of its nominees.
CORPORATE
GOVERNANCE
Board
Independence
The
Board of Directors has determined that each of Sonia B. Beard, Diana Mazuelos Conard and
John B.
Turner is
an independent director within the meaning of the rules of The Nasdaq Stock Market, which
we refer to as “Nasdaq.” In addition, the Board has determined that each of the members of the Audit Committee is
also independent within the meaning of Nasdaq rules, including additional independence requirements relating to audit committee
members. Because Peter G. Dornau, our President and Chief Executive Officer, directly and indirectly beneficially owns a
majority of our shares, we qualify as a “controlled company” under Nasdaq rules and, accordingly, we are exempt from
requirements to have a majority of independent directors; to have compensation of executive officers determined or recommended
to the Board of Directors by a majority of the independent directors or by a compensation committee consisting solely of independent
directors; or to have director nominees selected by or recommended to the Board of Directors by a majority of the independent
directors or by a nominations committee comprised solely of independent directors.
In
light of these exemptions, and because we believe that, under the circumstances, it is appropriate for Mr. Peter Dornau
to participate meaningfully in determinations regarding executive compensation and selection of nominees for election to the Board
of Directors, we are of the view that it is appropriate not to have compensation or nominations committees. All directors participate
in consideration of executive officer compensation and director nominations, although grants of equity awards are subject to approval
of the Equity Grant Committee.
Executive
Sessions of Independent Directors
Executive
sessions of independent directors are held at least four times a year telephonically, and the directors meet in person when deemed
appropriate.
Board
Leadership Structure and Risk Oversight
Peter G. Dornau,
our Chairman of the Board, also is our Chief Executive Officer. We believe that it is appropriate for Mr. Dornau to serve
both as our Chairman of the Board and Chief Executive Officer because, as a co-founder of our company and Chief Executive Officer
for over 40 years, he is intimately familiar with our business and most capable of effectively identifying strategic priorities
and leading directors’ discussions on important matters relating to our business operations. We do not have a lead independent
director.
The
Board, principally through the Audit Committee, addresses risk oversight of Ocean Bio-Chem, Inc. through discussion with management
concerning risk issues, typically during the course of Audit Committee meetings. We do not believe this process has a material
effect on our leadership structure.
Board
of Directors and Board Committees
The
Board of Directors held one meeting during 2015. All directors, other than Mr. Kolisch, attended at least 75 percent of the
total number of meetings of the Board and the Board committees of which the director was a member during 2015. Mr. Kolisch, who
is not a member of a Board committee, did not attend the Board of Directors meeting held in 2015. The Board encourages directors
to attend our annual meeting of shareholders. Messrs. Peter Dornau, Gregor Dornau, Barocas, Dudman and Turner, and Mses. Beard
and Conard attended the 2015 annual meeting.
Audit
Committee
The
members of the Audit Committee are Ms. Beard (Chairperson), Mr. Turner and Ms. Conard. The Audit Committee assists
the Board in fulfilling its oversight responsibility relating to our financial reports and financial reporting process; the independence
and performance of our independent auditors; the adequacy of our internal controls; and our compliance with legal and regulatory
requirements. The charter of the Audit Committee is available on our website
at
http://oceanbiochem.com/obci/images/pdf/3406_001.pdf
.
The
Board of Directors has determined that Ms. Beard is an “audit committee financial expert,” as that term is defined
in Securities and Exchange Commission regulations.
The
Audit Committee met five times during 2015.
Equity
Grant Committee
The
members of the Equity Grant Committee are Mr. Turner (Chairperson) and Mses. Beard and Conard. The Equity Grant Committee
administers our equity compensation plans. The Equity Grant Committee did not meet in 2015, but took action by unanimous written
consent.
Director
Nominations
Directors
are not required to meet any specific or minimum qualifications or diversity criteria to be eligible for nomination. The Board
attempts to identify persons who have the requisite experience and expertise to contribute meaningfully to our company.
The
Board will consider shareholder recommendations of candidates for nomination to the Board of Directors. Recommendations by shareholders
must be in writing, must include the full name of the proposed candidate, a brief description of the proposed candidate's business
experience for at least the previous five years, and a representation that the recommending shareholder is a beneficial or record
owner of our common stock. Any recommendation must also be accompanied by the written consent of the proposed candidate to be
named as a nominee and serve as a director if elected. Recommendations must be delivered to the Board at the following address:
Board
of Directors
Ocean
Bio-Chem, Inc.
4041
SW 47th Avenue
Fort
Lauderdale, Florida 33314-4023
The
Board may seek additional information regarding the candidate and the shareholder recommending the candidate. All potential candidates
will be considered in the same manner regardless of the source of the recommendation.
Communications
with the Board
Shareholders
and other interested persons may communicate with the Board of Directors by writing to: Board of Directors, c/o Corporate Secretary,
Ocean Bio-Chem, Inc., 4041 S.W. 47th Avenue, Fort Lauderdale, FL 33314. In addition, shareholders and other interested parties
may contact the Audit Committee to report complaints about our accounting, internal accounting controls or auditing matters by
writing to: Audit Committee, c/o Corporate Secretary, Ocean Bio-Chem, Inc., 4041 S.W. 47th Avenue, Fort Lauderdale, FL 33314.
Communications to the Board of Directors regarding accounting, internal accounting controls or auditing matters will be referred
to the Audit Committee. You can report your concerns to the Board of Directors, the independent directors or the Audit Committee
anonymously or confidentially. In the case of communications addressed to the Board of Directors, the Corporate Secretary will
send appropriate shareholder communications to the Chairman of the Board. In the case of communications addressed to any particular
director, the Corporate Secretary will send appropriate shareholder communications to such director. In the case of communications
addressed to the Audit Committee, the Corporate Secretary will send appropriate shareholder communications to the Chairperson
of the committee.
Code
of Ethics
We
have a Code of Ethics applicable to all of our officers, other employees and directors. The Code of Ethics is available on our
website at
http://oceanbiochem.com/obci/code-of-ethics.html
.
We intend to satisfy the disclosure requirements regarding any amendment to, or waiver from, a provision of our Code of Ethics
by disclosing such matters in the “About Us” section of our website,
http://oceanbiochem.com/obci
.
Compensation
of Directors
Until April 2016, each
director who was not an employee of the Company received fees of $1,000 for attendance at each regular meeting of the Board of
Directors ($400 for attendance at audit committee meetings and special meetings of the Board of Directors; for this purpose; all
Board of Directors and Board committee meetings held on the same day were treated as if they constituted a single meeting). Commencing
in April 2016, each director who is not an employee of the Company receives fees of $1,000 for attendance in person at each meeting
of the Board of Directors ($400 for attendance at a Board meeting by telephone), and $400 for attendance at each meeting of a Board
committee in person or by telephone. In addition, each non-employee director will receive an annual award under our 2015 Equity
Compensation Plan of 1,000 shares of our common stock payable following the annual meeting of shareholders.
Ms. Conard waived
all compensation in 2015 and, therefore, did not receive any fees.
The
following table provides information regarding compensation for our non-employee directors in 2015. The table does not include
amounts for reimbursement of expenses related to attending Board or Board committee meetings. The table also does not include
compensation for Messrs. Peter Dornau, Gregor Dornau, Barocas and Dudman, our executive officers, whose compensation
is included in the Summary Compensation Table.
DIRECTOR
COMPENSATION - 2015
Name
|
|
Fees
Earned or
Paid in
Cash
($)
|
|
|
Stock
Awards
($)
|
|
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Option
Awards
($)
(1)
|
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
|
|
All
Other
Compensation
($)
|
|
|
Total
($)
|
|
Sonia B. Beard
|
|
$
|
2,600
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
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$
|
2,600
|
|
James M Kolisch
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Diana Mazuelos Conard
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
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John B. Turner
|
|
$
|
2,600
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
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$
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2,600
|
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(1)
|
At
December 31, 2015, the number of shares underlying stock options held by directors listed in the table were as follows:
|
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Ms. Beard,
35,000 shares; Mr. Turner, 35,000 shares; and Mr. Kolisch, 35,000 shares.
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SUMMARY
COMPENSATION TABLE – 2015
The
following table sets forth information regarding the compensation for 2015 and 2014 with respect to our Chief Executive Officer,
Chief Financial Officer and each of our other executive officers. We sometimes refer to these persons as the "named executive
officers."
Name and Principal Position
|
|
Year
|
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Stock
Awards
($)(1)
|
|
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Option
Awards
($)
|
|
|
Nonequity
Incentive Plan
Compensation
($)
|
|
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Nonqualified
Deferred
Compensation
Earnings ($)
|
|
|
All Other
Compensation
($)
|
|
|
Total
($)
|
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Peter G. Dornau
|
|
|
2015
|
|
|
|
161,103
|
|
|
|
30,000
|
|
|
|
19,313
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
210,416
|
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Chief Executive Officer
|
|
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2014
|
|
|
|
141,713
|
|
|
|
30,000
|
|
|
|
43,425
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
215,138
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
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|
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Gregor M. Dornau
Vice President –
|
|
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2015
|
|
|
|
188,104
|
|
|
|
30,000
|
|
|
|
19,313
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
237,417
|
|
Sales & Marketing
|
|
|
2014
|
|
|
|
178,136
|
|
|
|
30,000
|
|
|
|
43,425
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
251,561
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Jeffrey S. Barocas
|
|
|
|
2015
|
|
|
|
171,250
|
|
|
|
30,000
|
|
|
|
19,313
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
220,563
|
|
Chief Financial Officer
|
|
|
2014
|
|
|
|
157,308
|
|
|
|
30,000
|
|
|
|
43,425
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
230,733
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William Dudman
Vice President -
|
|
|
2015
|
|
|
|
171,557
|
|
|
|
30,000
|
|
|
|
19,313
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
220,870
|
|
Operations
|
|
|
2014
|
|
|
|
158,346
|
|
|
|
30,000
|
|
|
|
43,425
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
231,771
|
|
(1)
|
The
amounts shown for stock awards are equal to the grant date fair value of the awards,
calculated in accordance with Financial Accounting Standards Board Accounting Standards
Codification Topic 718. The stock awards vested immediately upon grant.
|
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END – 2015
No
outstanding equity awards were held by the named executive officers at December 31, 2015.
EQUITY
COMPENSATION PLAN INFORMATION AS OF DECEMBER 31, 2015
The
following table addresses shares underlying outstanding stock options, and the number of additional shares available for grant
under our 2015 Equity Compensation Plan, which currently is our only active equity compensation plan.
|
|
Number
of securities to be issued upon exercise of outstanding options
|
|
|
Weighted
average exercise price of outstanding options
|
|
|
Number
of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column
(a))
|
|
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
Equity
compensation plans approved by security holders
|
|
|
130,000
|
|
|
$
|
1.19
|
|
|
|
564,500
|
|
SECURITIES
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information concerning ownership of our common stock as of March 31, 2016 (unless otherwise noted)
by (i) each shareholder that has indicated in public filings that the shareholder beneficially owns more than five percent
of our common stock; (ii) each director and each nominee for election as a director; (iii) each executive officer named in
the Summary Compensation Table above; and (iv) all directors and executive officers as a group. Except as otherwise noted,
each person listed below, either alone or together with members of the person’s family sharing the same household, had sole
voting and investment power with respect to the shares listed next to the person’s name.
Name
|
|
Amount
and Nature of Beneficial Ownership
|
|
|
Percent
of Class
(1)
|
|
Peter
G. Dornau
|
|
|
4,712,870
|
(2)
|
|
|
52.3
|
%
|
Jeffrey
S. Barocas
|
|
|
138,531
|
|
|
|
1.5
|
%
|
William
W. Dudman
|
|
|
222,110
|
|
|
|
2.5
|
%
|
Gregor
M. Dornau
|
|
|
422,460
|
|
|
|
4.7
|
%
|
James
M. Kolisch
|
|
|
66,266
|
(3)
|
|
|
*
|
|
John
B. Turner
|
|
|
79,594
|
(4)
|
|
|
*
|
|
Sonia
B. Beard
|
|
|
30,481
|
(5)
|
|
|
*
|
|
Diana
Mazuelos Conard
|
|
|
-
|
|
|
|
*
|
|
PVAM
Perlus Microcap Fund L.P.
|
|
|
501,440
|
(6)
|
|
|
5.6
|
%
|
All
directors and officers as a group
(8 persons)
|
|
|
5,672,312
|
(7)
|
|
|
62.4
|
%
|
(1)
|
Applicable
percentage of ownership is based on 9,008,855 shares of our common stock outstanding
as of March 31, 2016. Beneficial ownership is determined in accordance with rules of
the Securities and Exchange Commission and means voting or investment power with respect
to securities. Shares of our common stock issuable upon the exercise of stock options
exercisable currently or within 60 days of March 31, 2016 are deemed outstanding and
to be beneficially owned by the person holding such option for purposes of computing
such person's percentage ownership, but are not deemed outstanding for the purpose of
computing the percentage ownership of any other person.
|
(2)
|
Includes
4,447,628 shares held by the Peter Dornau Family, LLC, a Florida limited liability company of which Mr. Dornau is the sole
managing member. . Mr. Dornau's address is Ocean Bio-Chem, Inc., 4041 S.W. 47 Avenue, Fort Lauderdale, Florida 33314. The Peter Dornau
Family LLC's address is c/o Peter G. Dornau, at the address listed in the previous sentence.
|
(3)
|
Includes
25,000 shares that are subject to currently exercisable stock options.
|
(4)
|
Includes
25,000 shares that are subject to currently exercisable stock options.
|
(5)
|
Includes
25,000 shares that are subject to currently exercisable stock options.
|
(6)
|
The
investments of PVAM Perlus Microcap Fund L.P. are managed by Pacific View Asset Management
(UK) LLP ("PVAM LLP"), of which PVAM Holdings Ltd. ("PVAM Holdings")
is the managing member. PVAM LLP exercises voting power and shares dispositive control
over the shares listed in the table and PVAM Holdings shares indirect voting and dispositive
power over the shares. Each of PVAM LLP and PVAM Holdings disclaims beneficial ownership
of the shares listed in the table. The principal business office address of PVAM Perlus
Microcap Fund L.P. is 5th Floor, 37 Esplanade, St. Helier, Jersey, Channel Islands JE1
2TR. The principal business office address of PVAM LLP is North Hall Farm Road, North
Hall Road, Quendon, Essex, United Kingdom CB113XP. The principal business office address
of PVAM Holdings is 600 Montgomery Street, 6th Floor, San Francisco, California 94111.
The information in the table and this footnote is derived from an amendment to Schedule
13G filed by PVAM Perlus Microcap Fund L.P., PVAM LLP and PVAM Holdings with the Securities
and Exchange Commission on January 27, 2016, reporting beneficial ownership as of December
31, 2015. The number of shares held by such reporting persons may have changed subsequent
to December 31, 2015.
|
(7)
|
Includes 75,000 shares that are subject to currently
exercisable stock options.
|
CERTAIN
RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
During
2015, as in previous years, we sold products to companies affiliated with Peter G. Dornau, our Chairman, President and Chief
Executive Officer. The affiliated companies distribute the products outside of the United States and Canada. We also provide
administrative services to these companies. In 2015, sales to the affiliated companies aggregated approximately $2,075,000, and
administrative fees aggregated approximately $527,000. At December 31, 2015, we had accounts receivable from the affiliated
companies of approximately $1,051,000 in connection with the product sales and administrative services.
Transactions
with the affiliated companies were made in the ordinary course of business. While the terms of the sales to the affiliated companies
differed from the terms of sale to other customers, the affiliated companies bear their own warehousing, distribution, advertising,
selling and marketing costs, as well as their own freight charges (the Company pays freight charges in connection with sales to
its domestic customers on all but small orders). Moreover, we do not pay sales commissions with respect to products sold to the
affiliated companies. As a result, we believe our profit margins with respect to sales of our products to the affiliated companies
are similar to the profit margins we realize with respect to sales of the same products to our larger domestic customers. Management
believes that the sales transactions did not involve more than normal credit risk or present other unfavorable features.
One
of our subsidiaries currently uses the services of an entity that is owned by Mr. Peter Dornau to conduct product research
and development and to assist in the production of television commercials. In 2015, we paid the entity $42,000 for research and
development services. In addition, the entity provided production services for television commercials in 2015, for which it received
a $40,000 prepayment in 2014.
We
lease our executive offices and warehouse facilities in Fort Lauderdale, Florida from an entity controlled by Mr. Peter Dornau.
The lease, as renewed through December 31, 2023, requires minimum base rent of $94,800 and provides for a maximum annual 2% increase
in subsequent years, although the leasing entity has not raised the minimum base rent since we entered into the initial lease
in 1988. Additionally, the leasing entity is entitled to reimbursement of all taxes, assessments, and any other expenses that
arise from ownership. Each of the parties to the lease has agreed to review the terms of the lease every three years if requested
by the other party. Rent expense under the lease during 2015 was approximately $98,000. We believe that our rental payments under
the lease are below prevailing market rates.
James M.
Kolisch, one of our directors, is Regional Executive Vice President of USI Insurance Services, an entity from which we source
most of our insurance needs at an arm’s length competitive basis. In 2015, we paid an aggregate of approximately $925,000
in insurance premiums on policies obtained through USI Insurance Services, Inc.
AUDIT
COMMITTEE REPORT
The
Audit Committee assists the Board in its oversight of the integrity of Ocean Bio-Chem, Inc.’s financial statements and compliance
with legal and regulatory requirements. Management has responsibility for preparing the financial statements and for the financial
reporting process. In addition, management has the responsibility to assess the effectiveness of Ocean Bio-Chem, Inc.’s
internal control over financial reporting. Goldstein Schechter Koch P.A., Ocean Bio-Chem, Inc.’s independent registered
public accounting firm, is responsible for expressing an opinion on the conformity of Ocean Bio-Chem’s audited financial
statements to accounting principles generally accepted in the United States of America and on whether the financial statements
present fairly, in all material respects, the financial position and results of operations and cash flows of Ocean Bio-Chem, Inc.
In
this context, the Audit Committee has:
|
(1)
|
reviewed
and discussed with management and Goldstein Schechter Koch P.A. the audited financial
statements and management’s evaluation of Ocean Bio-Chem, Inc.’s internal
control over financial reporting.
|
|
(2)
|
discussed
with Goldstein Schechter Koch P.A. the matters required to be discussed by Public Company
Accounting Oversight Board Auditing Standard No. 16, “Communications with Audit
Committees.”
|
|
(3)
|
received
the written disclosures and the letter from Goldstein Schechter Koch P.A. required by
applicable requirements of the Public Company Accounting Oversight Board regarding Goldstein
Schechter Koch P.A.’s communications with the Audit Committee concerning independence,
and has discussed with Goldstein Schechter Koch P.A. that firm’s independence.
|
Based
on the review and discussion referred to above, the Audit Committee recommended to the Board of Directors that the audited financial
statements be included in Ocean Bio-Chem, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31,
2015, for filing with the Securities and Exchange Commission.
Sonia
B. Beard, Chairperson
Diana
Mazuelos Conard
John
B. Turner
PROPOSAL
2. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The
Audit Committee of the Board of Directors has selected Goldstein Schechter Koch P.A. as our independent registered public accounting
firm for 2016. Although shareholder ratification of the appointment of our independent registered public accounting firm is not
required by our Bylaws or otherwise, we are submitting the selection of Goldstein Schechter Koch P.A. to our shareholders for
ratification to enable shareholders to participate in this important decision. If our shareholders do not ratify the Audit Committee’s
selection, the audit committee may reconsider its selection. Even if the selection is ratified, the Audit Committee may select
a different independent registered public accounting firm at any time during 2016 if it determines that selection of a different
firm would be in the best interests of our company. Representatives of Goldstein Schechter Koch P.A. are expected to be present
at the annual meeting, will have an opportunity to make a statement if they so desire and will be available to respond to appropriate
questions
.
.
The
Board of Directors recommends a vote FOR ratification of the appointment of Goldstein Schechter Koch P.A.
Fees
Paid to Independent Registered Public Accounting Firm
Fees
related to the 2015 and 2014 fiscal years payable to Goldstein Schechter Koch P.A., are set forth in the table below:
|
|
2015
|
|
|
2014
|
|
Audit Fees
|
|
$
|
74,230
|
|
|
$
|
68,700
|
|
Audit Related Fees
|
|
|
-
|
|
|
|
-
|
|
Tax Fees
|
|
|
-
|
|
|
|
-
|
|
All Other Fees
|
|
|
-
|
|
|
|
-
|
|
Total Fees
|
|
$
|
74,230
|
|
|
$
|
68,700
|
|
PROPOSAL
3.
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE
OFFICER COMPENSATION
The
Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) enables our shareholders
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 the SEC’s rules. Specifically, these rules address the information we must provide in
the compensation tables and related disclosures included in this proxy statement.
As
indicated in the compensation tables included in this proxy statement, we have designed our compensation program to reflect the
size of our operations. While we believe that our executive compensation is modest, we design our compensation with a view towards
retaining our executives, motivating them to devote their efforts towards profitable growth of our businesses and aligning their
interests with those of our shareholders.
Accordingly,
the Board recommends that our shareholders vote in favor of the following resolution:
RESOLVED,
that the shareholders of Ocean Bio-Chem, Inc. approve, on an advisory basis, the compensation paid to our named executive officers,
as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation
tables and any related materials disclosed in the proxy statement for the 2016 Annual Meeting.
This
is an advisory vote, which means that the shareholder vote is not binding on us. Nevertheless, we value the opinions expressed
by our shareholders and will carefully consider the outcome of the vote when making future compensation decisions for our named
executive officers.
The
Board of Directors recommends a vote FOR approval of the compensation of our named executive officers
HOUSEHOLDING
OF PROXY MATERIALS
The
SEC has adopted rules that permit companies and intermediaries to satisfy delivery requirements for proxy statements and annual
reports to shareholders, with respect to two or more shareholders sharing the same address by delivering a single copy of the
materials addressed to those shareholders. This process, commonly referred to as “householding,” is designed to reduce
duplicate printing and postage costs. We and some brokers may household annual reports to shareholders and proxy materials by
delivering a single copy of the materials to multiple shareholders sharing the same address, unless contrary instructions have
been received from the affected shareholders.
If
a shareholder wishes in the future to receive a separate annual report to shareholders and proxy statement, or if a shareholder
received multiple copies of some or all of these materials and would prefer to receive a single copy in the future, the shareholder
should submit a request to the shareholder’s broker if the shares are held in a brokerage account or to our Corporate Secretary,
Ocean Bio-Chem, Inc., 4041 S.W. 47th Avenue, Fort Lauderdale, FL 33314, telephone (954) 587-6280, if the shares are
registered in the name of the shareholder. We will send additional copies of the relevant material following receipt of a request
for additional copies.
COMPLIANCE
WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Under
Section 16(a) of the Securities Exchange Act of 1934, our directors and executive officers, and persons holding more than ten
percent of our common stock are required to file with the Securities and Exchange Commission initial reports of their ownership
of our common stock and reports of changes in such ownership. To our knowledge, based on information furnished to us, all of these
filing requirements were satisfied for 2015, except that Messrs. Peter Dornau, Gregor Dornau, Barocas, and Dudman each filed
one report of changes in beneficial ownership with respect to their receipt of stock awards after the applicable due date.
SHAREHOLDER
PROPOSALS
Any
shareholder who, in accordance with SEC rules, wishes to present a proposal for inclusion in the proxy materials to be distributed
in connection with next year’s annual meeting must submit the proposal to our Corporate Secretary, Ocean Bio-Chem, Inc.,
4041 S.W. 47th Avenue, Fort Lauderdale, FL 33314. Shareholder proposals for inclusion in our proxy statement for the 2017
Annual Meeting must be received on or before December 30, 2016 and must comply in all other respects with applicable SEC
rules.
Any
shareholder who wishes to propose any business to be considered by the shareholders at the 2017 Annual Meeting of Shareholders
other than a proposal for inclusion in the proxy statement pursuant to the SEC’s rules, or who wants to nominate a person
for election to the board of directors at that meeting, must notify our Corporate Secretary in writing and provide the specified
information described in our Bylaws concerning the proposed business or nominee. The notice must be delivered to or mailed to
the address set forth in the preceding paragraph and received at our principal executive offices no earlier than February 3,
2017 and no later than March 5, 2017. The requirements for such notice are set forth in our Bylaws, a copy of which can be
obtained upon request directed to our Corporate Secretary at the address set forth in the preceding paragraph.
OTHER
BUSINESS
We
are not aware of any matters, other than as indicated above, that will be presented for action at the Annual Meeting. However,
if any other matters properly come before the meeting, the persons named in the enclosed form of proxy intend to vote such proxy
in their discretion on such matters.
Copies
of our Annual Report on Form 10-K for the year ended December 31, 2015, including financial statements and schedules thereto filed
with the SEC, but excluding exhibits, are available without charge to shareholders upon written request addressed to
Corporate
Secretary, Ocean Bio-Chem, Inc., 4041 SW 47th Avenue, Ft. Lauderdale, FL 33314. The Form 10-K includes a list of exhibits to the
Form 10-K. Copies of exhibits will be furnished to shareholders upon written request and upon payment of reproduction and
mailing expenses.
Ft.
Lauderdale, Florida
April
29, 2016
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