SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to
Section 14(a)
of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ X ]
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))
[ X
] Definitive Proxy Statement
[ ] Definitive Additional
Materials
[ ] Soliciting Material Pursuant to Section
240.14a-12
|
|
|
|
|
|
(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):
[ X
] No fee required
[ ] Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
|
1)
|
Title of each class of securities
to which transaction applies:
|
|
|
|
|
|
|
|
2)
|
Aggregate number of securities to
which transaction applies:
|
|
|
|
|
|
|
|
3)
|
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):
|
|
|
|
|
|
|
|
4)
|
Proposed maximum aggregate value of
transaction:
|
|
|
|
|
|
|
|
5)
|
Total fee paid:
|
|
|
|
|
|
|
[ ] 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.
|
1)
|
Amount Previously
Paid:
|
|
|
|
|
|
|
|
2)
|
Form, Schedule or Registration
Statement No.:
|
|
|
|
|
|
|
|
3)
|
Filing Party:
|
|
|
|
|
|
|
|
4)
|
Date Filed:
|
|
|
|
|
|
|
TAYLOR DEVICES, INC.
90 TAYLOR
DRIVE
NORTH TONAWANDA, NEW YORK 14120-0748
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
TO THE SHAREHOLDERS OF TAYLOR DEVICES,
INC.
NOTICE IS HEREBY GIVEN that the Annual
Meeting of Shareholders of TAYLOR DEVICES, INC. (the "Company") will be held at
the Millennium Buffalo, 2040 Walden Avenue, Buffalo, New York on October 28,
2016 at 11:00 A.M. for the following purposes:
|
1.
|
To elect two Class 3 directors of
the Company, each to serve a three-year term to expire in 2019, or until
the election and qualification of his
successor.
|
|
2.
|
To ratify the appointment of
Lumsden & McCormick, LLP as the independent registered public
accounting firm of the Company for the fiscal year ending May 31,
2017.
|
|
3.
|
To approve the non-binding advisory
resolution approving the compensation of the Company's named executive
officer
|
|
4.
|
To determine, by a non-binding
advisory vote, the frequency of future advisory votes on the compensation
of the Company's named executive officers.
|
|
5.
|
To transact such other business as
may properly come before the meeting or any adjournment(s) or
postponement(s) thereof.
|
The Board of Directors has fixed the
close of business on September 14, 2016 as the record date for determining which
shareholders shall be entitled to notice of and to vote at the Annual
Meeting. SHAREHOLDERS WHO ARE UNABLE TO BE PRESENT PERSONALLY MAY ATTEND
THE MEETING BY PROXY. SUCH SHAREHOLDERS ARE REQUESTED TO DATE, SIGN AND
RETURN THE ENCLOSED PROXY. THE PROXY MAY BE REVOKED AT ANY TIME BEFORE IT
IS VOTED.
|
|
BY ORDER OF THE BOARD OF
DIRECTORS
|
|
|
/s/ Reginald B. Newman
II
|
|
|
Reginald B. Newman
II
Secretary
|
|
DATED:
|
September 16, 2016
|
|
|
|
North Tonawanda, New
York
|
|
IMPORTANT NOTICE
REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF
SHAREHOLDERS
The Proxy Statement and the 2016
Annual Report to shareholders are available at
www.taylordevices.com/investors.html
1
[THIS PAGE INTENTIONALLY
LEFT BLANK]
2
PROXY STATEMENT
FOR
THE
ANNUAL MEETING OF SHAREHOLDERS
OF
TAYLOR DEVICES, INC.
90 TAYLOR
DRIVE
NORTH TONAWANDA, NEW YORK 14120-0748
_________________________
TO BE HELD AT
THE MILLENNIUM BUFFALO
2040 WALDEN AVENUE
BUFFALO, NEW YORK
OCTOBER 28,
2016
This Proxy Statement is furnished to
shareholders by the Board of Directors of Taylor Devices, Inc. in connection
with the solicitation of proxies for use at the Annual Meeting of Shareholders
to be held on October 28, 2016 at 11:00 A.M., and at any adjournments of the
meeting, for the purposes set forth in the accompanying Notice of Annual Meeting
of Shareholders. This Proxy Statement and the accompanying form of proxy
are being mailed to shareholders commencing on or about September 16,
2016.
If the enclosed form of proxy is properly
executed and returned, the shares represented by the proxy will be voted in
accordance with the proxy's instructions. Any proxy given pursuant to this
solicitation may be revoked by the shareholder at any time prior to its use by
written notice to the Secretary of the Company.
The Board of Directors has fixed the
close of business on September 14, 2016 as the record date for determining the
holders of common stock entitled to notice of and to vote at the meeting.
On September 14, 2016, the Company had outstanding and entitled to vote a total
of 3,425,307 shares of common stock. Each outstanding share of common
stock is entitled to one vote on all matters to be brought before the
meeting.
For shares held in the name of a broker
or other nominee, the owner may vote such shares at the meeting if the owner
brings with him or her a letter from the broker or nominee confirming his or her
ownership as of the record date, and a legal proxy.
Directions for attending the meeting may
be obtained at
http://www.mapquest.com/
or by calling the
Company at (716) 694-0800.
PROPOSAL
1
ELECTION OF DIRECTORS
General
Each year directors comprising one of the
three Classes of the Board of Directors of the Company are proposed for election
by the shareholders, each to serve for a three-year term, or until the election
and qualification of his successor. The Board of Directors, acting upon
the recommendation of the Nominating Committee, is responsible for nominating
Messrs. Taylor and Clark as management's nominees to be elected to Class 3 at
this Annual Meeting for terms expiring in 2019. The candidates have
previously served as directors and were elected at prior annual meetings of
shareholders.
The persons named on the enclosed form of proxy will vote
all shares present at the Annual Meeting
for
the election of the nominee, unless a shareholder, by
his or her proxy, directs otherwise. Should
either
Mr.
Taylor or Mr.
Clark
be unable to serve, proxies will be voted in accordance with the best
judgment of the person or persons acting under such authority. Management
expects that both nominees will be able to serve.
3
The Company believes that each nominee
has professional experience in areas relevant to its strategy and
operations. The Company also believes that each nominee has other
attributes necessary to guide the Company and help the Board function
effectively, including high personal and professional ethics, the willingness to
engage management and each other in a constructive and collaborative fashion,
the ability to devote significant time to serve on the Board and its committees
and a commitment to representing the long-term interests of the
shareholders. In addition to these attributes, in each individual's
biography set forth below, the Company has highlighted specific experience,
qualifications and skills that led the Nominating Committee and the Board to
conclude that each individual should continue to serve as a director.
Nominees for Class 3 Directors Whose
Terms Will Expire in 2019
Douglas P. Taylor
,
68, has served as a director since 1976. Employed by the
Company since 1971, Mr. Taylor has held the positions of Director of Sales,
Director of Engineering, Vice-President and Executive Vice-President. He
was appointed President, CEO and Chairman of the Board in April
1991.
Mr. Taylor holds a B.S. degree in Mechanical
Engineering from the State University of New York at Buffalo, awarded in
1971.
Mr. Taylor is widely published within the
shock and vibration community with more than 75 publications. He is the
inventor or co-inventor of 33 patents. Since 1988, Mr. Taylor has hosted
internship programs for engineering students and is affiliated as an industrial
sponsor with the State University of New York at Buffalo, the Erie County State
of New York Board of Co-operative Educational Services and the North Tonawanda
New York Public School System.
Since 1991, Mr. Taylor has participated
in research projects in the field of earthquake protection in association with
the University at Buffalo's Civil, Structural and Environmental Engineering
Department and the Multidisciplinary Center for Earthquake Engineering
Research. As a result of this research, military technology from the Cold
War era is now being used worldwide for seismic and high wind protection of
commercial building and bridge structures.
In 1994, Mr. Taylor was named to the
American Society of Civil Engineers' Subcommittee on the Seismic Performance of
Bridges. In 1998, Mr. Taylor was appointed to an Oversight Committee of
the U.S. Department of Commerce, developing guidelines for the implementation of
damping technology into buildings and other structures, as part of the U.S.
National Earthquake Hazard Reduction Program. In 1998, Mr. Taylor was
awarded the Franklin and Jefferson Medal for his commercialization of defense
technology developed under the U.S. Government's Small Business Innovation
Research Program. In 1999, Mr. Taylor was awarded the Clifford C. Furnas
Memorial Award by the Alumni Association of the University at Buffalo for his
accomplishments in the field of engineering. In 2006, Mr. Taylor was named
to the American Society of Civil Engineers' Blast Protection of Buildings
Standards Committee. In 2006, Mr. Taylor was the recipient of the Dean's
Award for Engineering Achievement by the School of Engineering and Applied
Sciences at the State University of New York at Buffalo. Mr. Taylor was
named Structural Engineer of the Year (2006) by the Engineering Journal, "The
Structural Design of Tall and Special Buildings." In 2015, Mr. Taylor
received the Moisseiff Award for contributions to the science and art of
structural design from the American Society of Civil Engineers. Also
in 2015, Mr. Taylor was inducted into the Space Technology Hall of Fame by NASA
and the Space Foundation. Mr. Taylor is a founding member of the
International Association on Structural Control and Monitoring, and a life
member of the Association for Iron & Steel Technology.
Mr. Taylor, as the Chief Executive
Officer, serves as the principal interface between management and the
Board. The Company believes that his wide-ranging roles throughout his
career at the Company provide him with significant leadership, industry,
marketing and international experience, which qualify him to serve as a member
of the Board of Directors.
Randall L.
Clark
, 73, has served as a director since
1996.
He is and has been the Chairman of Dunn Tire LLC
since 1996. From 1992 to 1996, Mr. Clark was Executive Vice President and
Chief Operating Officer of Pratt & Lambert, until it was purchased by
Sherwin Williams. Mr. Clark holds a B.A. degree from the University of
Pennsylvania, and earned his M.B.A. from the Wharton School of Finance and
Commerce.
4
Mr. Clark has been employed in the tire
industry for many years. He was named President of the Dunlop Tire
Corporation in 1980, was appointed to the Board of Directors in 1983, and named
President and Chief Executive Officer in 1984. He was one of seven chief
executives of operating companies appointed to the Group Management Board of
Dunlop Holdings, PLC., and was Chairman of the Board and Chief Executive Officer
of Dunlop Tire Corporation in North America from 1985 to 1991. In 2012 he
was inducted into the Tire Industry Association hall of fame.
From 1977 to 1980, Mr. Clark was Vice
President of Marketing for the Dunlop Tire Division. From 1973 to 1977, he
was employed by Dunlop as Director of Marketing at the company's Buffalo, NY
headquarters. From 1968 to 1973, Mr. Clark was employed by the B.F.
Goodrich Company.
Mr. Clark is currently a director of
Merchants Mutual Insurance Company and The Ten Eleven Group. He
recently retired as a director of Computer Task Group, a publicly traded
company. Mr. Clark is a past President of the International Trade Council
of Western New York, past Chairman of the Buffalo Chamber of Commerce, and
Chairman of Invest Buffalo Niagara. He is also a past Chairman of AAA of
Western and Central New York. Mr. Clark was appointed by Governor George
Pataki and served on the Council for the State University of New York at
Buffalo. Recently he was appointed to the Board of Trustees of the
University at Buffalo Foundation.
Mr. Clark brings to the Board significant
executive and operational corporate experience. His service as a director
of other public companies allows Mr. Clark to bring strong and effective
leadership to the Board, as well as unique strategic and business insights into
the Company. Mr. Clark's strong experience also facilitates his position
as Chairman of the Nominating and Compensation Committees. The Company
believes that these attributes qualify him to serve as a member of the Board of
Directors.
MANAGEMENT RECOMMENDS
THAT YOU VOTE "FOR" THE NOMINEES.
Class 1 Director Whose Term Will
Expire in 2017
Reginald B. Newman II
, 78, has served as a director since 2006. He was employed by NOCO
Energy Corp., a diversified distributor and retailer of petroleum and other
energy related products from 1960, retiring in 2003. Mr. Newman is also
Chairman of Prior Aviation Service, Inc. in Buffalo, New York. Mr. Newman
received his B.S. degree in Business Administration from Northwestern University
in 1959. From 1959 to 1960, Mr. Newman was employed by the Ford Motor
Company of Dearborn, Michigan in the product planning department.
Mr. Newman is currently a director of
Dunn Tire LLC and a director and Chairman of Rand Capital Corporation, a
publicly traded company. He retired as a director of M&T Bank
Corporation, a publicly traded company, in 2009. Mr. Newman served as the
Chair of the Board of Trustees of the University at Buffalo Foundation, Inc.
from 1996-2008.
Mr. Newman received the 1997 Executive of
the Year award from the State University of New York at Buffalo. In 1998
Mr. Newman received the Walter P. Cooke Award for Notable and Meritorious
Service to the University presented by the University at Buffalo Alumni
Association. He received the President's Medal from the University in
2003, as well as their highest honor, the Norton Medal in 2006. He is a
former member of the Buffalo Niagara Partnership and was Chairman from 1996
through 1998. Mr. Newman was awarded an Honorary Degree from Canisius
College in 1997.
Mr. Newman's years of service on the
boards of other public companies provide him with insight and perspective from
which to view the Company's operations and the Board's activities. The
Company believes that Mr. Newman's education, positions and experience described
above qualify him to serve as a member of the Board of Directors.
5
Class 2 Directors Whose Terms Will
Expire in 2018
Richard G. Hill
, 66, has served as a director since 1991. In November 1991, Mr.
Hill was appointed Vice President of the Company by the Board of
Directors. He had been employed previously by the Company since 1978 as
Vice President of Production. In addition, he has held key project
management positions with the Company on major aerospace and defense
contracts. From 1973 to 1978, Mr. Hill was employed by the Alliance Tool
and Die Company of Rochester, New York as a Project Leader and Design
Engineer. From 1970 to 1973, he was employed by the same firm as an
Engineer in Training, through a co-op program with the Rochester Institute of
Technology. Mr. Hill holds a B.S. degree in Electrical Engineering from
the Rochester Institute of Technology, awarded in 1973.
Mr. Hill has served on the Founding Board
of Directors of the Center for Competitiveness of the Niagara Region and the
Advisory Board to The Center for Industrial Effectiveness. Mr. Hill also
served as Chairman for the Manufacturers Council of the Buffalo Niagara
Partnership, and also served as a board member and Secretary of the State
University of New York at Buffalo's UB Business Alliance Advisory
Board.
The Company believes that Mr. Hill's
engineering background, management experience and his extensive knowledge of the
Company's history, philosophy, financing, products, technology and personnel, as
well as its markets and customers, qualify him to serve as a member of the Board
of Directors.
John Burgess
,
71, has served as a director since 2007. Mr. Burgess is an Operating
Partner of Summer Street Capital LLC and director of Bird Technologies
Corporation of Solon, Ohio.
Mr. Burgess gained his expertise in
international strategy, manufacturing operations and organizational development
from his more than 35 years experience with middle market public and
privately-owned companies. Mr. Burgess served as President and CEO of Reichert,
Inc., a leading provider of ophthalmic instruments, and spearheaded the
acquisition of the company from Leica Microsystems in 2002, leading the company
until its sale in January 2007. Prior to the acquisition, Mr. Burgess
served as President of Leica's Ophthalmic and Educational Divisions before
leading the buyout of the Ophthalmic Division and the formation of Reichert,
Inc. Mr. Burgess earned a BS in Engineering from Bath University in
England, and an M.B.A. from Canisius College.
From 1996 to 1999, Mr.
Burgess was COO of International Motion Controls, a $200 million diversified
manufacturing firm. During his tenure, he led a significant acquisition
strategy that resulted in seven completed acquisitions and 16 worldwide
businesses in the motion control market. Previously, Mr. Burgess operated
a number of companies for Moog, Inc. and Carleton Technologies, including
service for six years as President of Moog's Japanese subsidiary, Nihon Moog
K.K. located in Hiratsuka, Japan.
As a result of the positions and
experience described above, Mr. Burgess demonstrates leadership skills with his
strong background in financial and accounting matters. He serves as
Chairman of the Audit Committee as well as the Audit Committee financial
expert. The Company believes that Mr. Burgess' academic background, and
his experience in executive positions at a range of companies in industries
related to that of the Company, qualify him to serve as a member of the Board of
Directors.
Executive Officers
In addition to the individuals named
above, the following is the name, age and position of the other executive
officer of the Company.
Mark V. McDonough, 56, the Treasurer and
Chief Financial Officer of the Company, joined the Company in 2003. Mr.
McDonough is also a director of Tayco Realty Corporation, a wholly-owned
subsidiary of the Company. Before he joined the Company, Mr. McDonough
served as Director of Finance at Saint-Gobain Technical Fabrics, Inc.
Prior to that time, he had been employed as Corporate Controller with
International Motion Control, Inc. Both are manufacturing companies in the
Western New York region.
6
CORPORATE
GOVERNANCE
Board Committees and
Meetings
During the fiscal year ended May 31,
2016, the Board of Directors met three times with all of the directors in
attendance. All Board members traditionally attend the annual meeting,
notwithstanding that the Company does not have a policy with regard to
attendance. All five Board members attended the Company's Annual Meeting
of Shareholders held on October 23, 2015.
The Executive
Committee
, between meetings of the Board of Directors
and to the extent permitted by law, exercises all of the powers and authority of
the Board in the management of the business of the Company. The Executive
Committee is comprised of Messrs. Taylor, Hill and Newman. The Committee
did not meet in fiscal 2016.
The Audit Committee
represents and
assists the Board of Directors with its oversight of the integrity of the
Company's financial statements and internal controls, the Company's compliance
with legal and regulatory requirements, the independent auditor's qualifications
and independence and the performance of the Company's internal audit function
and independent auditor. Except as otherwise required by applicable laws,
regulations or listing standards, all major decisions are considered by the
Board of Directors as a whole.
The Audit Committee, comprised of Messrs.
Clark, Newman and Burgess and chaired by Mr. Burgess, is governed by an Audit
Committee Charter which was revised and adopted by the Board of Directors on
August 12, 2015. Mr. Burgess also serves as the Audit Committee financial
expert. The Audit Committee met five times in fiscal 2016, with all
members in attendance.
The Compensation
Committee
, comprised of Messrs. Clark, Newman and
Burgess and chaired by Mr. Clark, reviews the compensation of the Company's
executive officers and makes recommendations in that regard to the Board as a
whole. The Committee also administers the Company's stock option
plans. The Compensation Committee met twice in fiscal 2016, with all
members in attendance.
The Nominating
Committee,
comprised of Messrs. Clark, Newman and
Burgess and chaired by Mr. Clark, is responsible for identifying and evaluating
individuals qualified to become Board members and recommending to the Board
candidates to stand for election or re-election as directors. The
Nominating Committee met twice in fiscal 2016, with all members in
attendance.
Independence.
Messrs. Clark, Newman and Burgess are independent directors within the
meaning of Rule 5605 of the applicable Nasdaq Capital Market listing
standards.
Nominating Committee
The Nominating Committee is governed by
the terms of its Charter with respect to the consideration and selection of
nominees proposed for election to the Board of Directors, including those
recommended by shareholders.
The Criteria and
Procedures.
The Company strives to have a Board of
Directors which will work diligently to promote the long-term interests of the
Company and its shareholders. To that end, the Nominating Committee
Charter sets forth certain director qualification criteria (the "Criteria")
which the Nominating Committee and the Board believes are necessary for a
director of the Company to possess, and provides a description of the procedures
to be followed when making a recommendation as to any nominee. So long as
any individual proposed by shareholders meets the Criteria, the Nominating
Committee will consider such recommendations on the same basis as other
candidates. The Criteria include integrity, reputation, judgment,
knowledge, independence, experience and accomplishments, board interaction,
skills and long-term commitment. The Committee is required to apply the
Criteria to candidates recommended by a Nominating Committee member, other
directors and management, as well as to any candidate meeting the Criteria
recommended by shareholders.
7
During the selection process, the
Nominating Committee seeks inclusion and diversity within the Board and adheres
to the Company's policy of maintaining an environment free from discrimination
based upon race, color, religion, national origin, sex, age, disability, sexual
preference or orientation, marital status or any other unlawful factor.
The Board strives to nominate directors with a variety of complementary skills
so that, as a group, the Board will possess the appropriate talent, skills and
expertise to oversee the Company's business.
The Nominating Committee annually reviews
the requirements relating to diversity and recommends to the Board any changes
it believes appropriate to reflect best practices. In addition, the Board
assesses annually its overall effectiveness by means of a self-evaluation
process. This evaluation includes, among other things, an assessment of
the overall composition of the Board, including a discussion as to whether the
Board has adequately considered diversity, among other factors, in identifying
and discussing director candidates.
The Evaluation Process.
The Nominating Committee Charter also
describes the process for identifying and evaluating nominees for director,
including those nominated by shareholders. In each instance, the
Nominating Committee must assess the Board's present and anticipated strengths
and needs, based upon the Company's current and future needs. The
selection of candidates is intended to provide the Board with an appropriate
balance of expertise or experience in accounting and finance, technology,
management, international business, compensation, corporate governance,
strategy, industry knowledge and general business matters.
Management's Nominee.
Messrs. Newman and Burgess recommended
both Messrs. Taylor and Clark as management's proposed Class 3 Director nominees
to stand for election by shareholders at this Annual Meeting. In addition
to other Criteria, any nominee recommended to fill a vacancy on the Nominating,
Audit or Compensation Committee must meet independence standards set forth in of
Rule 5605 of the NASDAQ Capital Market listing standards.
Nominees by
Shareholders
.
Shareholders of the Company may make
their suggestions for a director nominee to the entire Board of Directors or to
any individual director, by a submission directed to the Company's Corporate
Secretary's Office. The Corporate Secretary's Office will then forward the
recommendation, together with all supporting documentation, to Mr. Clark, as
Chairman of the Nominating Committee. Supporting documentation must
include a detailed background of the proposed candidate and demonstrate how the
candidate meets the Criteria.
Recommendations should be sent c/o
Corporate Secretary's Office, Taylor Devices, Inc., 90 Taylor Drive, P. O.
Box 748, North Tonawanda, NY 14120-0748.
Communicating with the Board of
Directors
Although the Board of Directors does not
have a formal procedure for shareholders to send communications to the Board of
Directors, a shareholder may communicate with the Company at its website at
www.taylordevices.com/Investors.html. The Company will relay
communications to specified individual directors if an express request to do so
is included in the shareholder communication.
Code of Ethics
On August 23, 2003, the Company adopted a
Code of Ethics (the "Code") which is a compilation of written standards
reasonably designed to deter wrongdoing and promote honest and ethical
conduct. Code requirements include, among others, the preparation of full,
fair, timely and understandable disclosure in documents that the Company files
with and submits to the SEC; compliance with governmental laws, rules and
regulations; prompt internal reporting of violations to the Code; and
accountability for adherence to the Code. There have been no amendments to
the Code since its adoption.
Board Leadership
Structure
The positions of Chief Executive Officer
("CEO") and Chairman of the Board are both held by Mr. Douglas Taylor. The
Board believes that the combined role of Chairman and CEO is the most effective
leadership structure for the Company and in the best interests of its
shareholders. It serves to promote strong and consistent leadership,
allowing management to speak with a single voice and delineate primary
responsibility for management of the Company. The Board believes that Mr.
Taylor is best suited to serve as Chairman because, as CEO, he is most
knowledgeable regarding the Company's business, can best identify strategic
priorities and opportunities, and thus, more effectively lead discussion at the
Board level to execute the Company's strategy. The Board also believes
that the combined role of Chairman and CEO facilitates the flow of information
between the Board and executive management. In considering its leadership
structure, the Board believes that the majority of independent directors serving
on the Board, and the Company's strong corporate policies and procedures,
appropriately balance the combined roles of Chairman and CEO.
8
Board Risk Oversight
Risk management is primarily the
responsibility of the Company's management; however, the Board has
responsibility for overseeing management's identification and management of
those risks. The Board considers risks in making significant business
decisions and as part of the Company's overall business strategy. The
Board and its committees, as appropriate, discuss and receive periodic updates
from senior management regarding significant risks, if any, to the Company in
connection with the annual review of the Company's business plan and its review
of budgets, strategy and major transactions.
Each Board committee assists the Board in
overseeing management of the Company's risks within the areas delegated to that
committee, and is tasked with reporting to the full Board, as appropriate.
The Audit Committee is responsible for risks relating to its review of the
Company's financial statements and financial reporting processes, the evaluation
of the effectiveness of internal control over financial reporting, and
compliance with legal and regulatory requirements. The Compensation
Committee is responsible for monitoring risks associated with the design and
administration of the Company's compensation programs. The
Nominating Committee oversees risk as it relates to the Company's corporate
governance processes. Each committee has full access to
management. In addition, the Audit Committee meets regularly with the
Company's independent auditors.
Report of the Audit Committee for the
Fiscal Year Ended May 31, 2016
The information contained in this Audit
Committee Report shall not be deemed to be soliciting material, or deemed to be
filed with or incorporated by reference in filings with the U.S. Securities and
Exchange Commission ("SEC"), or subject to the liabilities of Section 18 of the
Securities Exchange Act of 1934.
As required by the terms of the Audit
Committee Charter, the undersigned members of the Audit Committee
have:
|
1.
|
reviewed and discussed the
Company's audited financial statements with management of the
Company;
|
|
2.
|
reviewed and discussed with the
Company's independent registered public accounting firm the matters
required to be discussed by
the Public Company
Accounting Oversight Board
Auditing Standards No. 16
(Communication With Audit Committees)
;
|
|
3.
|
received the written disclosures
and the letter from Lumsden & McCormick, LLP, as required by the
Public Company Accounting Oversight Board regarding Lumsden &
McCormick's communications with the Audit Committee concerning
independence, and has discussed with Lumsden & McCormick their
independence; and
|
|
4.
|
based on the foregoing, the Audit
Committee has recommended to the Company's Board of Directors that the
Company's audited financial statements be included in its Annual Report on
Form 10-K for fiscal 2016 for filing with the
SEC.
|
|
Respectfully
submitted,
|
|
|
|
|
|
John Burgess
|
|
|
Randall L. Clark
|
|
|
Reginald B. Newman II
|
|
9
[THIS PAGE INTENTIONALLY
LEFT BLANK]
10
Director Compensation
Each member of the Board of Directors
receives a $3,500 quarterly retainer fee.
The Audit Committee meets independently
of the Board of Directors not less than four times each year. Each
committee member receives a fee of $1,000 per committee meeting. The
Secretary or Assistant Secretary of the meeting receives an additional fee of
$500 per meeting for secretarial services.
The Nominating Committee meets
independently of the Board of Directors not less than twice a year. Each
committee member receives a fee of $500 per committee meeting. The
Secretary or Assistant Secretary of the meeting receives an additional fee of
$250 per meeting for secretarial services.
The Compensation Committee meets
independently of the Board of Directors not less than twice a year. Each
committee member receives a fee of $500 per committee meeting. The
Secretary or Assistant Secretary of the meeting receives an additional fee of
$250 per meeting for secretarial services.
Pursuant to the formula set forth in the
2015 Taylor Devices, Inc. Stock Option Plan, on April 18, 2016, the fixed date
of the grant, each director and the Company's Chief Financial Officer were
granted options to purchase 5,000 shares of the Company's stock. The
exercise price on April 18, 2016 was $16.40, which was the fair market value for
a share of common stock according to the terms of the 2015 Plan. The fair
market value is the mean between the high and low prices for a share of common
stock as quoted by NASDAQ on the date of the grant. If there is only one
price quoted for the day of the grant, the fair market value shall be such
price; and if no such price is quoted for the day of the grant, the fair market
value shall be the previous closing price. In the event that no previous
closing price is available, then the fair market value of one share of Common
Stock on the day the option is granted shall be determined by the Committee or
by the Board.
Director Compensation
Table
|
Name
|
Fees
earned
or
paid
in
cash
($)
|
Stock
award
($)
|
Option
awards
($)
|
Non-equity
incentive plan compensation
($)
|
Nonqualified
deferred
compensation
earnings
($)
|
All
other
compensation
($)
|
Total
($)
|
|
John Burgess
|
$21,000
|
None
|
$16,667
|
None
|
None
|
$1,000
|
$38,667
|
|
Randall L. Clark
|
$21,000
|
None
|
$16,667
|
None
|
None
|
$1,000
|
$38,667
|
|
Reginald B. Newman II
|
$21,000
|
None
|
$16,667
|
None
|
None
|
$1,000
|
$38,667
|
Assumptions made in the valuation of
option awards are described in Note 14 to the Company's Consolidated Financial
Statements included in the Company's Annual Report to Shareholders accompanying
this Proxy Statement.
11
EXECUTIVE
COMPENSATION
Overview of Compensation
Program
The primary purpose of the Compensation
Committee is to annually review and approve the Company's overall compensation
philosophy and establish corporate goals and objectives in accordance with such
philosophy.
Duties and
Responsibilities
In keeping with its primary purpose, the
committee annually evaluates the performance of the Company's executive
officers; determines and approves the compensation of the CEO, including
individual elements of salary, bonus, supplemental retirement, incentive and
equity compensation, and determines and approves executive officer (non-CEO)
compensation, incentive compensation plans and equity-based plans. In its
deliberations, the committee considers company performance, compensation at
comparable companies, past years' compensation to the company's executive
officers and other relevant factors.
The following table sets forth certain
information concerning compensation of and stock options held by the Company's
Chief Executive Officer, Chief Financial Officer and Vice President.
Summary Compensation
Table
|
Name
and
principal position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
awards
($)
|
Option
awards
($)
|
Nonequity
incentive
plan
compensation
($)
|
Change in
pension value
and
nonqualified
deferred
compensation
earnings
($)
|
All
other
compensation
($)
|
Total
($)
|
|
Douglas P. Taylor
Chairman,
President,
Chief Executive Officer
|
2016
2015
|
$215,246
$213,797
|
$255,545
$132,074
|
None
None
|
$16,667
$13,160
|
-
-
|
None
None
|
$63,250
1
$51,750
2
|
$550,708
$410,781
|
|
Mark V. McDonough
Chief
Financial Officer
|
2016
2015
|
$145,742
$145,354
|
$174,684
$ 90,282
|
None
None
|
$16,667
$13,160
|
-
-
|
None
None
|
$48,250
$37,250
|
$385,343
$286,046
|
|
Richard G. Hill
Vice
President
|
2016
2015
|
$169,139
$168,067
|
$201,005
$103,886
|
None
None
|
$16,667
$13,160
|
-
-
|
None
None
|
$63,250
3
$51,750
4
|
$450,061
$336,863
|
Pursuant to its Management Bonus Policy,
for the fiscal year ended May 31, 2016, the Company paid bonuses to the
executive officers named in the Summary Compensation Table above. Under
the policy, the Compensation Committee may approve payment for performance based
on an amount, calculated in the aggregate for all participants, of no more than
15% of net income of the Company for the fiscal year then ended.
Option awards include 5,000 options
awarded to Mr. Taylor in 2015 and 2016; 5,000 options awarded to Mr. Hill
in 2015 and 2016; and 5,000 options awarded to Mr. McDonough in 2015 and
2016. See also Security Ownership of Certain Beneficial Owners and
Management.
Assumptions made in the valuation of
option awards are described in Note 14 to the Company's Consolidated Financial
Statements included in the Company's Annual Report to Shareholders accompanying
this Proxy Statement.
1
Includes
$14,000 for fees Mr. Taylor earned as a Director in fiscal year
2016
.
2
Includes $14,000 for
fees Mr. Taylor earned as a Director in fiscal year 2015.
3
Includes $14,000 for fees Mr. Hill earned as
a Director in fiscal year 2016
.
4
Includes $14,000 for fees Mr. Hill earned as a Director in fiscal year
2015
.
12
Outstanding Equity Awards at Fiscal 2016
Year-End
|
|
Option
Awards
|
Stock
Awards
|
|
Name
|
Number of
securities
underlying
unexercised
options
(#)
exercisable
|
Number of
securities
underlying
unexercised
options
(#)
unexercisable
|
Equity
incentive plan
awards:
Number of
securities
underlying
unexercised
unearned
options
(#)
|
Option
exercise
price
($)
|
Option
expiration
date
|
Number of s
hares or
units of
stock that
have not
vested
(#)
|
Market
value of
shares or
units of
stock that
have not
vested
($)
|
Equity
incentive
plan
awards:
Number of
unearned
shares,
units or
other
rights that
have
not
vested
(#)
|
Equity
incentive plan
awards:
Market or
payout value
of unearned
shares, units
or other
rights that
have not
vested
($)
|
|
Douglas P.
Taylor
|
5,000
5,000
5,000
5,000
5,000
5,000
5,000
5,000
|
None
|
None
|
$ 5.5750
$
6.3500
$ 5.6850
$11.2850
$ 7.7400
$
8.9851
$12.2000
$16.4000
|
4/18/17
4/18/20
4/18/21
4/18/22
4/18/23
4/18/24
4/18/25
4/18/26
|
None
|
None
|
None
|
None
|
|
Mark V.
McDonough
|
4,000
4,000
4,000
5,000
5,000
5,000
5,000
|
None
|
None
|
$
6.1700
$ 6.0400
$ 8.0550
$
7.7400
$ 8.9851
$12.2000
$16.4000
|
7/23/17
8/05/18
8/07/22
4/18/23
4/18/24
4/18/25
4/18/26
|
None
|
None
|
None
|
None
|
|
Richard G. Hill
|
5,000
5,000
5,000
|
None
|
None
|
$11.2850
$12.2000
$16.4000
|
4/18/22
4/18/25
4/18/26
|
None
|
None
|
None
|
None
|
Employment and Change in Control
Agreements
As of August 26, 2014, Messrs.
Taylor, Hill and McDonough (each, an "Executive") entered into Employment
Agreements with the Company (together, the "Agreements"). By their terms,
the Agreements expire on December 31, 2017, provided however, that, upon written
notice given by either party to the other at least 30 days prior to the
expiration date, either of the Agreements may be renewed by mutual agreement of
the parties. Prior to any renewal by the Company, the Board of Directors
(acting, in the case of Mr. Taylor or Mr. Hill, by a majority of its
disinterested members), is required to conduct a comprehensive evaluation and
review of the performance of the Executive for purposes of determining whether
to renew his Agreement. Under the Agreements, Messrs. Taylor, Hill and
McDonough are entitled to receive base salaries of not less than $212,034 per
year, $166,781 per year and $144,941 per year, respectively, together with such
employee benefits and perquisites as were available to them immediately prior to
August 26, 2014. The Company retains the right to terminate each Executive
for "Cause," without compensation. "Cause" is defined to include personal
dishonesty, incompetence, willful misconduct, any breach of fiduciary duty
involving personal profit, intentional failure to perform stated duties, willful
violation of law, or willful material breach of the Agreement. If the
Company terminates an Executive without cause, or if an Executive resigns
because the Company has failed to appoint him to the office he currently holds,
or makes any material change in his functions, duties, or responsibilities, the
terminated Executive is entitled to a payment equal to the greater of the
payments due him for the remaining term, or 1.2 times the average of his three
preceding years' cash compensation plus contributions to employee benefit
plans. In the event of a "Change in Control," as defined in the
Agreements, followed by termination of the Executive's employment, the Company
has agreed to pay each Executive a sum equal to the greater of the payments due
him for the remaining term, or 2.99 times the average of the five preceding
years' cash compensation, plus contributions to employee benefit plans, except
that the sum shall be reduced to an amount that does not include an "excess
parachute payment" within the meaning of Section 280G of the Internal Revenue
Code.
If an Executive voluntarily terminates his employment absent
any Change in Control, the Agreements provide that the Executive will not
compete with the Company for a period of two years in any location where the
Company has made sales within the five years preceding such
termination.
13
Security Ownership of
Certain Beneficial Owners and Management
The following table sets forth certain
information regarding the beneficial ownership of the Company's common stock as
of September 7, 2016, with respect to (i) each person known by the Company to be
the beneficial owner of more than 5% of the Company's common stock, (ii) each of
the Company's directors and nominees for director, (iii) each named executive
officer and (iv) all of the directors and executive officers as a group.
All information is based solely upon ownership filings made by such persons with
the Securities and Exchange Commission, or upon information provided by such
persons to the Company.
Name of Beneficial
Owner
|
|
Number of
Shares
|
|
Percentage of
Common Stock Owned
|
|
|
|
|
|
|
|
|
|
|
|
|
Douglas P.
Taylor
|
|
130,562
|
(1)
(2)
|
|
3.8
|
|
|
|
|
|
|
|
|
|
|
Randall L. Clark
|
|
62,265
|
(1) (3)
|
|
1.8
|
|
|
|
|
|
|
|
|
|
|
John Burgess
|
|
50,000
|
(1)
|
|
1.5
|
|
|
|
|
|
|
|
|
|
|
Richard G. Hill
|
|
122,336
|
(1)
(2)(4)
|
|
3.6
|
|
|
|
|
|
|
|
|
|
|
Reginald B. Newman II
|
|
47,500
|
(1)
|
|
1.4
|
|
|
|
|
|
|
|
|
|
|
Mark V. McDonough
|
|
32,000
|
(1)
|
|
.9
|
|
|
|
|
|
|
|
|
|
|
All of the directors and executive
officers as a group
|
|
444,663
|
|
|
13.0
|
|
|
(1)
|
Includes options granted to
directors and officers which have not been exercised: 40,000 by Mr.
Taylor, 45,000 by Mr. Clark, 50,000 by Mr. Burgess, 15,000 by Mr. Hill,
25,000 by Mr. Newman, and 28,000 by Mr. McDonough. These options
were granted pursuant to the 2005 Taylor Devices, Inc. Stock Option Plan
("2005 Plan"), the 2008 Taylor Devices, Inc. Stock Option Plan ("2008
Plan"), the 2012 Taylor Devices, Inc. Stock Option Plan ("2012 Plan") and
the 2015 Taylor Devices, Inc. Stock Option Plan ("2015
Plan").
|
|
(2)
|
Messrs. Taylor and Hill are
brothers-in-law.
|
|
(3)
|
Includes 10,000 shares, held
beneficially and of record by Suzanne Jones Clark, wife of Mr.
Clark. As to these shares, Mr. Clark disclaims any beneficial
ownership.
|
|
(4)
|
Includes 24,351 shares, held
beneficially and of record by Joyce Taylor Hill, wife of Mr. Hill and
sister of Mr. Taylor. As to these shares, Mr. Hill disclaims any
beneficial ownership.
|
Indemnification Insurance for
Directors and Officers
On August 24, 2016, the Company purchased
a director and officer indemnification insurance policy written by the Federal
Insurance Company through Chubb. The renewal was for a one year period at
an annual premium of $53,200. The policy provides indemnification benefits
and the payment of expenses in actions instituted against any director or
officer of the Company for claimed liability arising out of his conduct in such
capacities. No payments or claims for indemnification or expenses have
been made under any directors' and officers' insurance policies purchased by the
Company.
The Company has entered into Indemnity
Agreements with its directors and certain officers. Although the Company's
by-laws and the New York Business Corporation Law (the "BCL") authorize the
Company to indemnify directors and officers, neither require the directors and
officers to be indemnified during the pendency of litigation or specify the
times at which the Company is obligated to reimburse an indemnified person for
expenses. The Indemnity Agreements provide that the Company will advance
litigation expenses to the person indemnified while the action is pending, upon
the indemnified person's assurance (as required by the BCL) that the advance
will be returned if the indemnified person is ultimately found not to be
entitled to it.
14
Equity Compensation Plan
Information
The following table sets forth
information regarding equity compensation plans of the Company as of May 31,
2016.
|
|
|
|
Equity Compensation Plan
Information
|
|
Plan
Category
|
|
Number of
securities
to be issued upon
exercise of
outstanding
options,
warrants, and rights
(a)
|
|
Weighted-average
exercise price of
outstanding
options, warrants
and rights
(b)
|
|
Number of securities
remaining available for
future issuance under
equity
compensation
plans (excluding
securities reflected in
column
(a)
)
(c)
|
|
Equity compensation plans
approved by security holders
|
|
|
|
|
|
|
|
|
2005 Stock Option Plan
2008
Stock Option Plan
2012 Stock Option Plan
2015 Stock Option
Plan
|
|
44,500
69,500
127,250
2,250
|
|
$
4.99
$ 8.30
$11.67
$16.40
|
|
-
-
-
157,750
|
|
Equity compensation plans
not
approved by security holders
|
|
|
|
|
|
|
|
|
2004
Employee Stock Purchase Plan
(1)
|
|
-
|
|
-
|
|
226,502
|
|
Total
|
|
243,500
|
|
|
|
384,252
|
|
(1)
|
The Company's 2004 Employee Stock
Purchase Plan (the "Employee Plan") permits eligible employees to purchase
shares of the Company's common stock at fair market value through payroll
deductions and without brokers' fees. Such purchases are without any
contribution on the part of the
Company.
|
OTHER
PLANS
The Company adopted an Employee Stock
Purchase Plan in 2004. As of September 7, 2016, there are 226,163 shares
available for sale to qualified employees. The Company also provides
a 401(k) plan.
TRANSACTIONS WITH
MANAGEMENT AND OTHERS
None.
PROPOSAL 2
RATIFICATION OF THE
APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee engaged Lumsden &
McCormick, LLP to serve as the Company's independent registered public
accounting firm for the fiscal year ending May 31, 2017. Although the
Audit Committee is not required to do so, it is submitting its expected
selection for ratification to the Annual Meeting in order to ascertain the views
of the shareholders. The Audit Committee will not be bound by the vote of
the shareholders; however, if the proposed selection is not ratified, the Audit
Committee will revisit its selection.
15
A representative of Lumsden &
McCormick, LLP will be present at the meeting, will be available to respond to
appropriate questions and will have the opportunity to make a statement if he or
she desires to do so.
The Audit Committee approves all
professional services, including tax related services, provided to the Company
by Lumsden & McCormick, LLP. With regard to "Audit and Audit-Related"
services, the Committee reviews the annual audit plan and approves the estimated
audit budget in advance. The aggregate fees billed by Lumsden &
McCormick, LLP for professional services to the Company were $92,000 and $87,000
for the fiscal years ended May 31, 2016 and 2015.
Audit Fees
The aggregate fees billed by Lumsden
& McCormick, LLP for professional services rendered in connection with the
audit of the Company's annual financial statements, the review of the Company's
quarterly financial statements and services that are normally provided in
connection with statutory and regulatory filings or engagements were $81,000 and
$79,000 for the fiscal years ended May 31, 2016 and 2015.
Audit-Related Fees
There were no aggregate fees billed by
Lumsden & McCormick, LLP for professional assurance and related services
reasonably related to the performance of the audit of the Company's financial
statements, but not included under Audit Fees, for the fiscal years ended May
31, 2016 and 2015.
Tax Fees
The aggregate fees billed by Lumsden
& McCormick, LLP for professional services for tax compliance, tax advice
and tax planning were $11,000 and $8,000 for the fiscal years ended May 31, 2016
and 2015.
All Other Fees
None.
Pre-approval Policies and
Procedures
The Audit Committee has adopted a policy
that requires advance approval of all audit, audit-related, tax services and
other services performed by the independent auditor. The policy provides
for pre-approval by the Audit Committee of specifically defined audit and
non-audit services. Unless the specific service has been previously
pre-approved with respect to that year, the Audit Committee must approve the
permitted service before the independent auditor is engaged to perform
it.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE
APPOINTMENT OF LUMSDEN & MCCORMICK, LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MAY 31, 2017 BE
RATIFIED AND URGES YOU TO VOTE "FOR" THIS PROPOSAL.
PROPOSAL 3
TO APPROVE THE
NON-BINDING ADVISORY RESOLUTION, APPROVING
THE COMPENSATION OF THE COMPANY'S
NAMED EXECUTIVE OFFICERS
The shareholders of the Company are
entitled to vote at the Annual Meeting of Shareholders to approve the
compensation of the Company's named executive officers, as disclosed in this
Proxy Statement. The shareholder vote on executive compensation is an
advisory vote only, and it is not binding on the Company or the Board of
Directors. Although the vote is non-binding, the Compensation Committee
and the Board value the opinions of the shareholders and will consider the
outcome of the vote when making future compensation decisions.
This vote is not intended to address any
specific item of compensation but rather the overall compensation of the
Company's named executive officers and its compensation philosophy and practices
as disclosed under the "Executive Compensation" section of this Proxy
Statement. Shareholders are asked to vote on the following
resolution:
16
RESOLVED,
that
the shareholders of Taylor Devices, Inc. (the "Company") approve, on an advisory
basis, the compensation of the Company's named executive officers as disclosed
in the Proxy Statement for the Company's 2016 annual meeting of shareholders
pursuant to Item 402 of Regulation S-K of the rules of the Securities and
Exchange Commission.
This advisory resolution, commonly
referred to as a "say-on-pay" resolution, is non-binding on the Board of
Directors. Although non-binding, the Board and the Compensation Committee
will review and consider the voting results when making future decisions
regarding the company's executive compensation.
THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS
A VOTE "FOR" THE RESOLUTION.
PROPOSAL 4
TO DETERMINE, BY A
NON-BINDING ADVISORY VOTE,
THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE
COMPENSATION
OF THE COMPANY'S NAMED EXECUTIVE OFFICERS
SEC rules require that the Company
include in the proxy materials an advisory resolution subject to a non-binding
shareholder vote to approve the compensation of the named executive
officers. The approval of this resolution is included as the preceding
Proposal 3 in this Proxy Statement. The rule also requires that we enable
the shareholders to vote to approve, on an advisory (non-binding) basis, the
frequency (one, two or three years) with which the non-binding shareholder vote
to approve the compensation of the named executive officers should be
conducted. In accordance with such rules, the Company is requesting that
shareholders vote to advise whether this non-binding shareholder vote to approve
the compensation of the named executive officers should occur every one, two or
three years, or abstain.
The Board believes that a non-binding
advisory shareholder vote on executive compensation should occur every three
years. A triennial vote will provide the Board time to obtain information
on shareholders' views of the compensation of the executive officers. It will
also provide the Board and Compensation Committee with sufficient time to
implement any appropriate changes to the executive compensation
program.
Accordingly, the Company is giving
shareholders an opportunity to cast an advisory vote to determine the frequency
of future advisory votes on executive compensation. When voting on this
proposal, shareholders may indicate whether they would prefer an advisory vote
every one, two or three years.
THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS
THAT THE SHAREHOLDERS VOTE "FOR" 3 YEARS ON THIS
PROPOSAL.
17
GENERAL
INFORMATION
Voting
Under t
he Business
Corporation Law of New York ("BCL") and the Company's By‑laws, the presence, in
person or by proxy, of a majority of the outstanding common shares is necessary
to constitute a quorum of the shareholders to take action at the Annual
Meeting. The shares which are present or represented by a proxy will be
counted for quorum purposes regardless of whether or not a broker with
discretionary authority fails to exercise discretionary voting authority (a
"broker non-vote") with respect to any particular matter.
A nominee standing for election must be
elected by a plurality of votes cast at the Annual Meeting, and if elected,
serve in the class of directors to which he is elected. Withheld votes and
broker non-votes will have no effect on the vote for a nominee.
Any other actions properly brought before
the meeting, including Proposal 2, ratification of Lumsden & McCormick, LLP
as the Company's independent registered public accounting firm for the fiscal
year ending May 31, 2017, Proposal 3, approval of non‑binding advisory
resolution approving compensation of the Company's named executive officers, and
Proposal 4, non‑binding advisory vote on frequency of future advisory votes on
the compensation of the Company's named executive officers, requires a majority
of the votes cast at the meeting by shareholders entitled to vote.
Abstentions will have the same effect as a vote against the action. Broker
non-votes will have no effect on the vote upon the action.
For voting purposes, all proxies marked
"for," "against," "abstain," or "withhold authority" will be counted in
accordance with such instruction as to each item.
Expenses
The expenses of this solicitation,
including the costs of preparing and mailing this Proxy Statement and
accompanying material, will be borne by the Company. The Company has
retained the services of Regan & Associates, Inc. to assist in the
solicitation of proxies under a contract providing for payment of $6,000,
including out-of-pocket expenses. In addition to solicitations by mail,
Regan & Associates, Inc. and regular employees of the Company may solicit
proxies in person, by mail or by telephone, but no employee of the Company will
receive any compensation for solicitation activities in addition to his or her
regular compensation. Expenses may also include the charges and expenses
of brokerage houses, nominees, custodians and fiduciaries for forwarding proxies
and proxy materials to beneficial owners of shares.
Shareholder Proposals for the 2017
Annual Meeting
Procedures for a nomination by a
shareholder for election as a director are described under "
Nominees by
Shareholders
" on page 8 of this Proxy Statement.
Proposals of shareholders intended to be
presented to the year 2017 Annual Meeting of Shareholders must be received by
the Secretary of the Company prior to May 13, 2017 for inclusion in the Proxy
Statement and form of proxy. Shareholders wishing to propose a matter for
consideration at the 2017Annual Meeting of Shareholders must follow certain
specified advance notice procedures set forth in the Company's by-laws, a copy
of which is available upon written request to: Reginald B. Newman II, Secretary,
Taylor Devices, Inc., 90 Taylor Drive, P.O. Box 748, North Tonawanda, New York
14120‑0748.
The by-laws designate procedures for the
calling and conduct of a meeting of shareholders, including, but not limited to,
specifying who may call the meeting, what business may be conducted, the
procedures with respect to the making of shareholder proposals, and the
procedures and requirements for shareholder nomination of
directors.
18
Section 16(a) Beneficial Ownership
Reporting Compliance
Section 16(a) of the Exchange Act
requires the Company's executive officers, directors and controlling
shareholders to file initial reports of ownership and reports of changes of
ownership of the Company's common stock with the Securities and Exchange
Commission and the Company. Based solely on a review of Forms 3, 4 and 5
furnished to the Company during the 2016 fiscal year, all reporting persons
filed the required forms in accordance with the provisions of Section
16(a).
Financial and Other
Information
The financial statements of the Company
for the fiscal year ended May 31, 2016 are contained in the Company's 2016
Annual Report which accompanies this Proxy Statement.
OTHER
MATTERS
The Board of Directors knows of no other
matters to be voted upon at the Annual Meeting. If any other matters
properly come before the Annual Meeting, it is the intention of the persons
named in the enclosed form of proxy to vote on such matters in accordance with
their judgment.
|
|
By Order of the Board of
Directors
|
|
|
/s/Reginald B. Newman II
|
|
|
Reginald B. Newman
II
|
|
Dated:
|
September 16, 2016
|
Secretary
|
|
|
North Tonawanda, New
York
|
|