Revised Proxy Soliciting Materials (definitive) (defr14a)
August 28 2017 - 11:15AM
Edgar (US Regulatory)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. 1)
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under Rule 14a-12
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RICHARDSON ELECTRONICS, LTD.
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(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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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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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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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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Form, Schedule or Registration Statement No.
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Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
AMENDMENT
NO. 1 TO PROXY STATEMENT
FOR
ANNUAL
MEETING OF STOCKHOLDERS
TO
BE HELD ON TUESDAY, OCTOBER 10, 2017
EXPLANATORY
NOTE
This
Amendment No. 1 to Schedule 14A (“Amendment No. 1”) is being filed to amend the definitive proxy statement
of Richardson Electronics, Ltd. (the “Company”) for its 2017 Annual Meeting of Stockholders (the “Proxy Statement”),
which was filed with the Securities and Exchange Commission (the “SEC”) on August 24, 2017, in order to add an additional
Proposal to the original Proxy Statement.
In
accordance with the requirements of Section 14A of the
Securities Exchange Act of 1934
, as amended (which was added by
the
Dodd-Frank Wall Street Reform and Consumer Protection Act
), and the related rules of the SEC, the Company is providing
stockholders a non-binding advisory vote to approve the frequency of future advisory votes on the compensation of the Company’s
Named Executive Officers. At our 2011 Annual Meeting of Stockholders, our stockholders indicated their preference for us to hold
advisory votes on executive compensation on an annual basis and our Board of Directors subsequently determined that we would hold
an annual advisory vote on executive compensation. Accordingly, the current frequency of our advisory votes on executive compensation
is once every year. The next scheduled advisory vote on execution compensation is scheduled to occur at our 2017 Annual Meeting
of Stockholders.
This
Amendment No. 1 affects: the Notice of Annual Meeting of Stockholders; amends the Proxy Statement to add the voting requirements
for the new Proposal 4; amends the Proxy Statement to add the new Proposal 4; and adds Proposal 4 to the Proxy Card. All other
items of the Proxy Statement are incorporated herein by reference without changes.
CHANGES
TO PROXY STATEMENT
The
following sections of the Proxy Statement shall change in accordance with this Amendment No. 1:
1.
A
new Proposal 4 shall be added to the Notice of Annual Meeting of Stockholders. The new Proposal 4 is a non-binding advisory vote
on the frequency of future advisory votes on executive compensation. The Notice is amended to read in its entirety as follows:
RICHARDSON
ELECTRONICS, LTD.
40W267
Keslinger Road
P.O.
Box 393
LaFox,
Illinois 60147-0393
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 10, 2017
Dear
Stockholders:
On
behalf of the Board of Directors and Management of Richardson Electronics, Ltd., I invite you to attend the 2017 Annual Meeting
of Stockholders. The Annual Meeting will be held on Tuesday, October 10, 2017, at 2:00 p.m. Central Time, at our corporate headquarters
at 40W267 Keslinger Road, LaFox, Illinois 60147-0393.
The
purpose of the Annual Meeting is to consider and vote on the following matters:
1.
To
elect six directors nominated by Richardson’s Board of Directors for a term expiring at the 2018 Annual Meeting (Proposal
1);
2.
To
ratify the selection of BDO USA, LLP as the Company’s independent registered public accounting firm for fiscal year 2018
(Proposal 2);
3.
To
approve, on an advisory basis, the compensation of our Named Executive Officers (Proposal 3); and
4.
Non-binding
advisory vote on the frequency of an advisory vote on the compensation of the Company’s Named Executive Officers (Proposal
4).
5.
To
act upon any other business that may properly come before the meeting or at any adjournment or postponement thereof.
We
currently are not aware of any other matters scheduled to come before the Annual Meeting. All stockholders are invited to attend
the meeting, although only stockholders of record at the close of business as of August 11, 2017, are entitled to notice of, and
to vote at, the Annual Meeting or at any adjournment or postponement thereof.
Whether
or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted. You may vote by telephone,
via the Internet, or by mail before the Annual Meeting or in person at the Annual Meeting. For specific instructions, please refer
to the accompanying proxy card.
This
year we are again taking advantage of Securities and Exchange Commission rules that allow us to furnish proxy materials to stockholders
via the Internet. On or about August 24, 2017, we sent notices of Internet availability of proxy materials to holders of our common
stock as of the record date. The notice describes how you can access our proxy materials beginning on August 24, 2017.
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By Order of the Board of
Directors,
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EDWARD J. RICHARDSON
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Chairman of the Board, Chief Executive Officer
and President
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2.
The
following new subsection shall be added to the end of the Section titled “Annual Meeting Information”:
Non-Binding
Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
Pursuant
to Section 14A of the Exchange Act, as amended, we are asking Stockholders to vote, on an advisory basis, on whether future advisory
votes on executive compensation should occur every year, every two years or every three years. We have had annual votes on executive
compensation on an annual basis starting with our 2011 annual meeting.
This
advisory vote on the frequency of future advisory votes on executive compensation is non-binding on the Board of Directors. Stockholders
will be able to specify one of four choices for this proposal on the proxy card: one year, two years, three years or abstain.
Stockholders are not voting to approve or disapprove the Board of Director’s recommendation. Although non-binding, the Board
values the opinion of stockholders and will review the voting results. Notwithstanding the recommendation of our Board of Directors
and the outcome of the stockholder vote, the Board may in the future decide to conduct advisory votes on a more or less frequent
basis and may vary its practice based on factors such as discussions with stockholders and the adoptions of material changes to
compensation programs.
3.
A
new Proposal 4, titled “Proposal 4 – Non-Binding Advisory Vote on the Frequency of an Advisory vote on the Compensation
of the Company’s Named Executive Officers” shall be added to the Proxy Statement following the section titled “Proposal
3 – Advisory Vote Regarding Compensation of Named Executive Officers”. Proposal 4 is added to read in its entirety
as follows:
PROPOSAL
4 – NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE
OFFICERS
Pursuant
to Section 14A of the Exchange Act, we are asking our Stockholders to vote on whether future advisory votes on executive compensation
of the nature reflected in Proposal 3 above should occur every year, every two years or every three years. We have had annual
votes on executive compensation starting with our 2011 Annual Meeting of Stockholders.
While the Company believes that its executive
compensation program is aligned with the long-term interests of its stockholders, the Board recognizes that executive compensation
disclosures are made annually. Holding an annual advisory vote on executive compensation provides the Company with more immediate
feedback on our compensation disclosures. However, Stockholders should note that because the advisory vote on executive compensation
occurs well after the beginning of the compensation year, it may not be appropriate or possible to change our executive compensation
programs in consideration of the results of any one year’s advisory vote on executive compensation by the time of the following
year’s annual meeting of Stockholders. We believe that an annual advisory vote on executive compensation is consistent with
our practice of seeking input and engaging in dialogue with our Stockholders.
This
advisory vote on the frequency of future advisory votes on executive compensation is non-binding on the Board. Stockholders will
be able to specify one of four choices for this proposal on the proxy card: one year, two years, three years or abstain. Stockholders
are not voting to approve or disapprove the recommendation of the Board. Although non-binding, the Board will review the results
of the stockholder vote. Notwithstanding the Board’s recommendation and the outcome of the Stockholder vote, the Board may
in the future decide to conduct advisory votes on a more or less frequent basis and may vary its practice based on factors such
as discussions with Stockholders and the adoptions of material changes to compensation programs.
Our
Board Recommends a Vote to Conduct Future Advisory Votes on Executive Compensation Every Year.
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RICHARDSON
ELECTRONICS, LTD.
MICHELLE PERRICONE
40W267 KESLINGER ROAD
P.O. BOX 393
LAFOX, IL 60147-0393
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VOTE
BY INTERNET - www.proxyvote.com
Use
the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time
the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions
to obtain your records and to create an electronic voting instruction form.
ELECTRONIC
DELIVERY OF FUTURE PROXY MATERIALS
If
you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future
proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery,
please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access
proxy materials electronically in future years.
VOTE
BY PHONE - 1-800-690-6903
Use
any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date
or meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE
BY MAIL
Mark,
sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o
Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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KEEP
THIS PORTION FOR YOUR RECORDS
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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DETACH AND RETURN
THIS PORTION ONLY
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For
All
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Withhold
All
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For All
Except
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To withhold
authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s)
on the line below.
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The
Board of Directors recommends you vote FOR the following:
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1.
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Election
of Directors
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Nominees
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01
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Edward J. Richardson 02
Paul J. Plante 03
Jacques Belin 04
James Benham 05
Kenneth Halverson
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06
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Robert Kluge
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The Board of Directors recommends
you vote FOR proposals 2 and 3:
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For
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Against
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Abstain
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2.
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To ratify
the selection of BDO USA, LLP as the Company’s independent registered public accounting firm for fiscal 2018.
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3.
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To approve, on an advisory basis,
the compensation of the Company’s Named Executive Officers.
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The Board of Directors recommends
you vote 1 YEAR on the following proposal:
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1 year
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2 years
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3 years
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Abstain
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4.
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Non-binding
advisory vote on the frequency of an advisory vote on the compensation of the Company’s Named Executive Officers.
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NOTE:
In their discretion the Proxies are authorized to vote upon such other business as may properly come before the
meeting.
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For address change/comments, mark
here.
(see reverse for instructions)
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Yes
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No
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Please indicate if you plan to attend
this meeting
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Please
sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please
give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership,
please sign in full corporate or partnership name by authorized officer.
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Signature [PLEASE SIGN WITHIN BOX]
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Date
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Signature (Joint Owners)
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Date
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0000343735_1
R1.0.1.17
Important
Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Form 10-K, Notice & Proxy Statement,
Supplement is/are available at
www.proxyvote.com
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RICHARDSON ELECTRONICS, LTD.
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Annual
Meeting of Stockholders
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October
10, 2017 2:00 PM
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This
proxy is solicited by the Board of Directors
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The
undersigned hereby appoints Edward J. Richardson and Kathleen M. McNally as Proxies,
each with the power to appoint his/her substitute, and hereby authorizes each of them
to represent and to vote, as designated below, all the shares of Common Stock and Class
B Common Stock of Richardson Electronics, Ltd. held of record by the undersigned at the
close of business on August 11, 2017 at the Annual Meeting of Stockholders to be held
on October 10, 2017 or any adjournment thereof.
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This
proxy, when properly executed, will be voted in the manner directed herein. If no such
direction is made, this proxy will be voted in accordance with the Board of Directors’
recommendations.
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Address change/comments:
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(If
you noted any Address Changes and/or Comments above, please mark corresponding box on
the reverse side.)
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Continued
and to be signed on reverse side
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0000343735_2 R1.0.1.17
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