Proxy Statement (definitive) (def 14a)

Date : 03/20/2019 @ 8:17PM
Source : Edgar (US Regulatory)
Stock : Acme United Corp (ACU)
Quote : 20.3  0.0 (0.00%) @ 1:00AM

Proxy Statement (definitive) (def 14a)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

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 Addition Materials
  Soliciting Material Pursuant to §240.14a-12

Acme United Corporation

(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)(4) 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:

 

     

 

 

 


 

LOGO

March 20, 2019

Dear Fellow Shareholder:

On behalf of your Board of Directors and Management, I cordially invite you to attend the Annual Meeting of Shareholders of Acme United Corporation scheduled to be held on Monday, April 22, 2019, at 11:00 A.M., Eastern Time, at the Cornell Club, 6 East 44th Street, New York, New York. I look forward to greeting personally the shareholders able to attend.

The Meeting will be held for the following purposes:

 

 

to elect (7) seven directors to serve for a one-year term,

 

 

to vote, on a non-binding advisory basis, on the compensation of our named executive officers,

 

 

to vote, on a non-binding advisory basis, the frequency of executive compensation voting, and

 

 

to ratify the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.

Information regarding these matters is set forth in the accompanying Notice of Annual Meeting and Proxy Statement to which you are urged to give your prompt attention.

It is important that your shares be represented and voted at the Meeting. Whether or not you plan to attend, please take a moment to sign, date and promptly mail your proxy card in the enclosed prepaid envelope. This will not limit your right to vote in person should you attend the Meeting.

On behalf of your Board of Directors, thank you for your continued support and interest in Acme United Corporation.

Sincerely,

 

 

LOGO

Walter C. Johnsen

Chairman and Chief Executive Officer

 


 

LOGO

Acme United Corporation

55 Walls Drive

Fairfield, Connecticut 06824

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MONDAY, APRIL 22, 2019

To our Shareholders:

The Annual Meeting of Shareholders (the “Meeting”) of Acme United Corporation, a Connecticut corporation (the “Company”), will be held on Monday, April 22, 2019, at 11:00 A.M., Eastern Time, at the Cornell Club, 6 East 44th Street, New York, New York, for the following purposes:

 

1.

To elect seven (7) Directors of the Company;

 

2.

To vote, on a non-binding advisory basis, on the compensation of our named executive officers;

 

3.

To vote, on a non-binding advisory basis, on the frequency of future executive compensation votes;

 

4.

To vote upon the ratification of the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019; and

 

5.

To transact such other business as may properly come before the Meeting.

Shareholders of record at the close of business on March 7, 2019 are entitled to receive notice of and to vote at the Meeting and at any adjournment or postponement thereof.

Please carefully read the attached Proxy Statement for information regarding the matters to be considered and acted upon at the Meeting. Your Board of Directors recommends that you vote in favor of Proposals 1, 2, and 4 above and as recommended for Proposal 3 in the attached Proxy Statement. You are cordially invited to attend the Meeting and we hope that you will do so.

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING IN PERSON, YOU ARE URGED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED RETURN POSTAGE-PAID ENVELOPE. No additional postage need be affixed to the return envelope if mailed in the United States. If you attend the Meeting, you may withdraw your proxy and vote in person by ballot.

By Order of the Board of Directors,

 

LOGO

Paul G. Driscoll

Vice President and Chief Financial Officer, Secretary and Treasurer

March 20, 2019

Fairfield, Connecticut

 


LOGO

Acme United Corporation

55 Walls Drive

Fairfield, Connecticut 06824

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON April 22, 2019

PROXY STATEMENT

This Proxy Statement and the accompanying Notice of Annual Meeting of Shareholders and Proxy Card are being furnished in connection with the solicitation of proxies by the Board of Directors of Acme United Corporation, a Connecticut corporation (the “Company”), to be used at the Annual Meeting of Shareholders of the Company, to be held on April 22, 2019, at 11:00 A.M., Eastern Time, at the Cornell Club, 6 East 44th Street, New York, New York or at any adjournment or postponement thereof (the “Meeting”). This Proxy Statement and the enclosed Proxy Card are being furnished on or about March 20, 2019 to all holders of record of the Company’s Common Stock, par value $2.50 per share (the “Common Stock”), as of the close of business on March 7, 2019. A copy of the Company’s 2018 Annual Report to Shareholders, including consolidated financial statements for the fiscal year ended December 31, 2018, accompanies this Proxy Statement.

At the Meeting, shareholders will:

 

 

Elect seven (7) Directors to serve until the next annual meeting ( Proposal 1);

 

 

Vote upon a proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers (Proposal 2);

 

 

Vote, on a non-binding advisory basis, on the frequency of future executive compensation votes (Proposal 3); and

 

 

Vote upon a proposal to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 (Proposal 4).

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON APRIL 22, 2019.

The Notice of Annual Meeting of Shareholders, this Proxy Statement, Proxy Card, and the 2018 Annual Report to Shareholders are available at the following website address: proxy.acmeunited.com.

 

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VOTING SECURITIES, RECORD DATE AND QUORUM

Record Date. The Board of Directors has fixed the close of business on March 7, 2019 as the record date (the “Record Date”) for determination of shareholders entitled to receive notice of and to vote at the Meeting. As of the Record Date, there were 3,350,833 shares of Common Stock issued and outstanding and there were no other voting securities of the Company outstanding.

Quorum. The presence at the Meeting, in person or by proxy, of a majority of the outstanding shares of Common Stock entitled to vote at the Meeting shall constitute a quorum for the Meeting. Broker non-votes and abstentions will have no effect on the outcome of any of the matters being voted on at this Meeting, as they are not counted as votes cast; but are counted in determining the presence of a quorum.

Voting . Each outstanding share of Common Stock entitles the record holder of the share to one vote. If a shareholder holds shares in street name, and does not submit voting instructions to its broker, bank or other nominee, such broker, bank or other nominee will not be permitted to vote the shareholder’s shares in their discretion on the election of directors, the advisory vote on executive compensation and the advisory vote on the frequency of executive compensation vote (Proposals 1, 2 and 3), but may still be permitted to vote the shareholder’s shares in their discretion on the ratification of the independent registered public accounting firm (Proposal 4). As noted above, abstentions and broker non-votes are not counted as votes cast on any matter to which they relate; accordingly, broker non-votes and abstentions will not affect the outcome of any votes.

Election of Directors. A plurality of the votes cast in person or by proxy at the Meeting is required to elect each of the nominees for Director.

Advisory Vote on Executive Compensation. To be approved the advisory vote on executive compensation must receive a majority of the votes cast in person or by proxy at the Meeting.

Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation. A plurality of the votes cast in person or by proxy at the Meeting is required to select the recommended frequency of future votes on executive compensation.

Ratification of the Appointment of Our Independent Registered Accounting Firm . To be approved, the proposal to ratify the appointment of our independent registered public accounting firm for the fiscal year ending December 31, 2019 must receive a majority of the votes cast in person or by proxy at the Meeting.

 

VOTING RIGHTS AND SOLICITATION OF PROXIES

Eligible shareholders of record may vote at the Meeting in person or by means of the enclosed Proxy Card. You may specify your voting choices by marking the appropriate boxes on the Proxy Card. The proxy solicited hereby, if properly signed and returned to the Company and not revoked prior to or at the Meeting, will be voted in accordance with the instructions specified thereon. If you properly sign and return your Proxy Card, but do not specify your choices, your shares will be voted by the proxy holders as recommended by the Board of Directors.

The Board of Directors encourages you to complete and return the Proxy Card even if you expect to attend the Meeting. You may revoke your proxy at any time before it is voted at the Meeting by (i) giving written notice of revocation to the Secretary of the Company, (ii) submission of a proxy bearing a later date, or (iii) attending the Meeting in person and casting a ballot.

The proxy holders, Walter C. Johnsen and Susan H. Murphy, will vote all shares of Common Stock represented by Proxy Cards that are properly signed and returned by shareholders. The Proxy Card also authorizes the proxy holders to vote the shares represented in their sole discretion with respect to any matters not included in this Proxy Statement that may properly be presented for consideration at the Meeting. You must return a signed Proxy Card if you want the proxy holders to vote your shares of Common Stock.

 

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The cost of soliciting proxies will be borne by the Company. Following the mailing of proxy solicitation materials, proxies may be solicited by directors, officers and employees of the Company and its subsidiaries personally, by telephone or otherwise. Such persons will not receive any fees or other compensation for such solicitation. In addition, the Company will reimburse brokers, custodians, nominees and other persons holding shares of Common Stock for others for their reasonable expenses in sending proxy materials to the beneficial owners of such shares and in obtaining their proxies. The Company has engaged MacKenzie Partners, Inc. to assist in the solicitation of votes and the distribution of proxy materials for a fee of $6,000, plus out-of-pocket expenses.

 

GOVERNANCE OF THE COMPANY

Board of Directors

The By-laws of the Company provide that the Company shall have a Board of Directors of not fewer than five or more than nine directors, as determined by the Board from time to time. The number of directors is presently fixed at seven. Directors serve until the next annual meeting of shareholders and until their respective successors have been elected and qualified. All of the nominees except one are currently members of our Board of Directors.

The Board has determined that it is beneficial to combine the positions of its Chief Executive Officer and Chairman of the Board. In making this determination, the Board of Directors considered a number of factors, including the size of the Board in relation to the scope of the Company’s operations, the efficiencies obtained by combining the positions and the fact that the combination of the positions facilitates the alignment of the Board’s agenda with its oversight responsibilities relating to the business and operations of the Company. The Company does not have a lead independent Director.

Board of Director Meetings and Committees

The Board of Directors held seven meetings in 2018. In 2018 each Director attended at least 75% of the aggregate of the total number of Board meetings and meetings of committees of the Board of which they were a member. The Board of Directors has established standing Executive, Audit, Compensation and Nominating Committees, each of which is comprised solely of independent non-employee members of the Board of Directors.

Independence Determinations

The Board of Directors annually determines the independence of directors. No director is considered independent unless the Board has determined that he or she has no material relationship with the Company, either directly or as a partner, shareholder, or officer of an organization that has a material relationship with the Company or otherwise. Material relationships can include commercial, banking, consulting, legal, accounting, charitable, and familial relationships, among others.

Independent directors are directors who, in the view of the Board of Directors, are free of any relationship that would interfere with the exercise of independent judgment. Under NYSE American rules, the following persons are not considered independent:

 

(a)

a director who is or was employed by the Company or any of its affiliates for the current year or any of the past three years;

 

(b)

a director who accepted or who has an immediate family member who accepted any compensation from the Company or any of its affiliates in excess of $120,000 during any period of twelve consecutive months within the three years preceding the determination of independence (other than certain specified types of compensation, including, e.g., compensation for Board or Committee service, benefits under a tax-qualified retirement plan, or non-discretionary compensation);

 

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(c)

a director who is a member of the immediate family of an individual who is, or has been in any of the past three years, employed by the Company as an executive officer;

 

(d)

a director who is, or has an immediate family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the Company made, or from which the Company received, payments (other than those arising solely from investments in the Company’s securities) that exceed 5% of the organization’s consolidated gross revenues for that year, or $200,000, whichever is more, in any of the past three years;

 

(e)

a director who is, or has an immediate family member who is, employed as an executive of another entity where at any time during the most recent three fiscal years, any of the Company’s executive officers served on that other entity’s compensation committee; and

 

(f)

a director who is, or has an immediate family member who is, a current partner of the Company’s outside auditor, or was a partner or employee of the Company’s outside auditor who worked on the Company’s audit at any time during any of the past three fiscal years.

Immediate family includes a person’s spouse, parents, children, sibling, mother-in-law, father-in-law, brother-in-law, sister-in-law, son-in-law, daughter-in-law, and anyone who resides in such person’s home.

Mr. Johnsen, Chairman of the Board, serves as Chief Executive Officer of the Company, and Mr. Olschan, a member of the Board, serves as President and Chief Operating Officer of the Company; each is standing for re-election as a non-independent director. The Board has determined that all of the four other current directors are “independent” within the meaning of the applicable listing standards of the NYSE American. The independent directors are: Mr. Davidson, Mr. Holden, Dr. Murphy, and Mr. Ward, each of whom is standing for re-election. The Board has also determined that the non-incumbent nominee for director, Brian K. Barker, is “independent” within the meaning of such standards.

Nominations for Directors

The Board of Directors is responsible for selecting director nominees to stand for election at each annual meeting of shareholders and for filling vacancies on the Board at any time during the year. The Board has established a Nominating Committee that reviews all potential director candidates, and recommends candidates to the full Board. The Nominating Committee will also consider nominations by shareholders, as described below. The full Board reviews and has final approval authority over all director nominees to be recommended to the shareholders for election.

In considering candidates for new membership or incumbents for continued membership on the Board of Directors of the Company, the Nominating Committee considers the factors set forth below, together with any other factors the Committee deems appropriate from time to time. The Nominating Committee generally seeks (i) active or former senior level executives of public companies or other complex organizations who have experience at a strategy/policy setting level or with high level management experience; (ii) persons whose background and experience are in areas important to the operations or management of the Company; and (iii) qualified individuals who, taken as a group, represent a diversity of skills, background and experience. Each potential nominee:

 

(a)

should be accomplished and have recognized achievements in his or her respective and professional field;

 

(b)

should have relevant expertise and experience, and be able to offer advice and guidance to senior management based on that expertise and experience;

 

(c)

must possess high personal and professional ethics, integrity and values;

 

(d)

must be inquisitive and objective, have the ability to exercise practical and sound business judgment, and have an independent mind;

 

(e)

must be able and willing to devote sufficient time and effort to carrying out his or her duties and responsibilities as a director effectively;

 

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(f)

if the nominee is not an employee of the Company, the nominee should be “independent” under the rules established by the NYSE American; and

 

(g)

should have the ability to work effectively with others.

The Nominating Committee will commence its evaluation of candidates on the basis of materials submitted by or on behalf of the candidate and on the basis of the knowledge of members of the Nominating Committee and management regarding the candidate. To the extent the Nominating Committee does not have enough information to evaluate a candidate, the Nominating Committee may send a questionnaire to the candidate for completion for Nominating Committee consideration. In addition, it has historically been customary for some members of the Board to meet with the candidate individually or in small groups, as appropriate. Members of the Nominating Committee will also interview candidates as the Nominating Committee deems appropriate.

The Nominating Committee considers diversity in identifying nominees for Director. The Nominating Committee seeks qualified individuals, who, taken as a group, represent a diversity of skills, background and experience. In considering a potential nominee’s background and experience, the Nominating Committee will consider the individual’s race and gender.

Any shareholder entitled to vote for the election of directors at a meeting may nominate persons for election as directors if, as more fully provided in Article 2, Section 11 of the By-laws, the shareholder provides written notice of such shareholder’s intent to make such nomination at least sixty (60) days prior to the annual meeting at which the election of directors is to be held. If directors were to be elected at a special meeting of shareholders, the written notice of the shareholder’s intent to make a nomination must be provided to the Company not later than the close of business of the seventh day following the date on which notice of the special meeting is first given to shareholders. The nomination must be sent in care of the Secretary of the Company at 55 Walls Drive, Fairfield, CT 06824, and must include, among other information, the name, address, telephone number and resume of the nominee’s business and educational background, along with a written statement by the shareholder as to why such person should be considered for election to the Board of Directors.

The Board will consider nominees for directors properly recommended by shareholders, as described above. The Board follows the same evaluation procedures whether a candidate is recommended by the Nominating Committee or shareholders.

 

COMMITTEES OF THE BOARD

Executive Committee

The Executive Committee of the Board of Directors is comprised of Mr. Holden, who serves as Chairman, and Mr. Ward. The function of the Executive Committee is to act on behalf of the Board of Directors during the intervals between meetings of the Board.

Audit Committee

The Audit Committee assists the Board of Directors in overseeing (1) the audit and integrity of our financial statements, (2) the performance of our independent auditors, (3) the adequacy and effectiveness of our accounting, auditing and financial reporting processes, and (4) our compliance with legal and regulatory requirements. The duties of the Audit Committee include the selection and appointment of our independent auditors, including evaluation of their qualifications, performance and independence. The Committee consists of Mr. Ward, Chairman, and Messrs. Holden and Davidson. The Board of Directors has determined that all members of the Audit Committee are “independent” and “financially literate” within the meaning of the applicable listing standards of the NYSE American. In addition, the Board has determined

 

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that Mr. Ward qualifies as an “audit committee financial expert” within the meaning of regulations adopted by the Securities and Exchange Commission (the “SEC”) and has the financial sophistication required under the listing standards of the NYSE American.

The Audit Committee meets at least quarterly, and more often, as needed. The Committee met seven times in 2018. The Board of Directors has adopted a written charter for the Audit Committee that conforms to applicable SEC and NYSE American rules; the charter is reviewed annually by the Audit Committee. A copy of the Audit Committee charter is available on the Company’s website at www.acmeunited.com in the Investor Relations/Corporate Governance section.

Compensation Committee

The Compensation Committee of the Board of Directors assists the Board in establishing the compensation policies for cash and equity compensation of our executive officers. The primary duties of the Committee are (i) evaluating and making recommendations to the Board regarding the compensation, equity incentives and awards and benefits for our executive officers; and (ii) the administration of the Company’s Non-Salaried Director Stock Option Plans. The Board of Directors has determined that all members of the Compensation Committee are “independent” within the meaning of the applicable listing standards of the NYSE American. The Committee consists of Mr. Holden, Chairman, Mr. Davidson and Dr. Murphy. The Committee meets at least once a year and more often as needed. The Committee held three meetings during 2018. The Board of Directors has adopted a written charter for the Compensation Committee; a copy of the charter is available on the Company’s website at www.acmeunited.com in the Investor Relations/Corporate Governance section.

Nominating Committee

The Nominating Committee assists the Board in identifying individuals qualified to become Board members and recommends director candidates to be nominated by the Board to stand for election as directors at each annual meeting of shareholders of the Company and to fill vacancies on the Board and any newly created directorships. The Nominating Committee consists of Mr. Holden, Chairman, and Messrs. Davidson and Ward. The Board of Directors has determined that all members of the Nominating Committee are “independent” within the meaning of the applicable listing standards of the NYSE American. The Nominating Committee meets at least once a year and more often as needed. The Committee held four meetings during 2018. The Board of Directors has adopted a written charter for the Nominating Committee which is reviewed annually by the Nominating Committee. A copy of the charter is available on the Company’s website at www.acmeunited.com in the Investor Relations/Corporate Governance section.

Board’s Role in Oversight of Risk Management.

The Company’s Board of Directors as a whole exercises risk oversight in connection with risk in its various forms, including credit risk, liquidity risk, and operational risk including cybersecurity risk. The Board discusses with management the steps that management will take to monitor and control the Company’s exposure to such risks. The Board administers these functions, in part, with the assistance of the Audit Committee of the Board, particularly with regard to financial risk exposures.

A key element of the Board’s risk oversight process is the Company’s annual Strategic Planning meeting, a two day meeting held early in the third quarter of each year. At this meeting, the Board meets with senior management of the Company to identify both risks and opportunities facing the Company. The senior management includes the Company’s Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, and the heads of product development, technology, production, sourcing, marketing and supply chain. The Board and members of senior management continue their discussions of various risk-related matters, as appropriate, throughout the year at the regularly scheduled meetings of the Board.

The Board believes that the foregoing procedures enable it to properly perform its risk oversight, particularly since the Company is not highly leveraged and does not utilize complex financial derivative instruments.

 

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Attendance at Annual Meetings

While the Company has no formal policy regarding the attendance of Board members at annual meetings of shareholders, director attendance is deemed very important and is strongly encouraged. In 2018, five incumbent members of the Board attended the Annual Meeting of Shareholders.

Continuing Education of Directors

The Company encourages members of the Board to participate in continuing director education programs. The Company participates in the NYSE Board Education Program, which offers multiple continuing education opportunities, including a wide variety of in-person and webinar educational programs, to our Board members on key topics such as corporate governance, significant boardroom issues, committee duties, and board leadership.

Shareholder Communications with Directors

The Company has established a process for shareholders to send communications to the Board of Directors. Shareholders may send communications to the Board of Directors to the attention of the Secretary, Acme United Corporation, 55 Walls Drive, Fairfield, Connecticut 06824, who will forward them to all Board members within a reasonable time after receipt. If the shareholder wishes the communication to be sent to one or more specific Board members only, the addressee should be the specific Board member(s), “c/o Secretary,” who will then forward the communication to such Board member(s). If one or more specific Board members are not designated for such other communication, the communication will be forwarded to the entire Board.

PROPOSAL 1: ELECTION OF DIRECTORS

Seven directors are to be elected at the Meeting to serve for one-year terms until the 2020 Annual Meeting of Shareholders and until their respective successors are elected and qualified. A plurality of the votes cast at the Meeting is required to elect each of the nominees for Director. The Board has nominated seven individuals for election to the Board of Directors, six of whom are presently incumbent directors. The Board of Directors knows of no reason why any nominee would be unable to serve as director. Each nominee has consented to being named as a nominee for director of the Company in this Proxy Statement and to serve as a director, if elected. If any nominee should, for any reason, become unable to serve, then all valid proxies will be voted for the election of a substitute nominee, if any, designated by the Board.

The following information about the nominees for election as our directors is based, in part, upon information furnished by the nominees. Each nominee, with the exception of Brian K. Barker, is an incumbent director.

 

Nominees    Principal Occupation    Director Since  
               

Walter C. Johnsen

(age 68)

   Chairman of the Board and Chief Executive Officer of the Company since January 1, 2007; President and Chief Executive Officer of the Company from November 30, 1995 to December 31, 2006. Mr. Johnsen previously served as Vice Chairman and a principal of Marshall Products, Inc., a medical supply distributor. Mr. Johnsen has served on the Board of TOMI Environmental Solutions, Inc., a publicly traded company, since February 1, 2016. Mr. Johnsen’s qualifications to serve on the Board of the Company include the in-depth knowledge of all facets of the Company’s business which he has gained during his more than twenty-three years of service as the Company’s Chief Executive Officer.      1995  
               

 

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Richmond Y. Holden, Jr.

(age 65)

   Mr. Holden served as President and CEO of INgageHub, a cloud based Marketing SaaS platform, from January 2015 through early 2016; he continues to serve as a senior advisor to the company. From 2007 through 2014, Mr. Holden served in senior executive positions at School Specialty, Inc., a distributor of school supplies, equipment and curriculum products. He last served as Executive Vice President of School Specialty, Inc., and President of the Curriculum Group, a division of School Specialty Inc., from 2013 to December 2014. He was President of Educational Resources, a division of School Specialty, Inc., from 2010 to 2013. He served as Chairman and Chief Executive Officer of J.L. Hammett Co., a reseller of educational, curriculum, equipment, and products from 1992 to 2006. Mr. Holden served on the Board of Directors of Software Secure, Incorporated, a privately-held company headquartered in Newton, MA, which focused on secure online educational testing technology, from 2007 until its sale in late 2016. He has served on the Board of Directors of Codman Academy Charter Public School in Boston MA since 2012. The qualifications of Mr. Holden to serve on the Board of the Company include his substantial senior executive management experience of large complex companies in the educational markets. In particular, as a result of his experience with School Specialty Inc., then a $650 million publicly held reseller of educational products, Mr. Holden has broad knowledge of educational markets and operational matters relating to developmental strategy, finance, marketing, sales, technology, sourcing, pricing and distribution.      1998  
               

Brian S. Olschan

(age 62)

   President and Chief Operating Officer of the Company since January 1, 2007; Executive Vice President and Chief Operating Officer of the Company from January 1999 to December 31, 2006; Senior Vice President—Sales and Marketing of the Company from September 1996 to January 1999. Mr. Olschan previously served as Vice President and General Manager of the Cordset and Assembly Business of General Cable Corporation, an electrical wire and cable manufacturer. Mr. Olschan’s qualifications to serve on the Board include his detailed knowledge of the Company’s operations which he has gained in his capacity as a member of senior management for more than 22 years, including as Chief Operating Officer since January 1999 and President since January 2007.      2000  
               

Stevenson E. Ward III

(age 73)

   Mr. Ward served as Vice President and Chief Financial Officer of Triton Thalassic Technologies, Inc. from 2000 until his retirement in 2014. Triton’s technology controls and inactivates pathogens in the healthcare and industrial industries. From 1998 through 2000, Mr. Ward served as Senior Vice President-Administration of Sanofi-Synthelabo, Inc., a major multinational pharmaceutical company. He served as Executive Vice President (1996-1998), responsible for legal, tax, treasury, employee benefits and other functions, and Chief Financial Officer (1994-1996) of Sanofi, Inc., the North American holding company for Sanofi. He also served as Vice President-Finance and Administration, Pharmaceutical Group, Sterling Winthrop, Inc. (1992-1994). Prior to joining Sterling, he was employed by General Electric Company in management positions in Purchasing, Corporate Audit and Finance. Mr. Ward’s qualifications for service on the Board include his extensive experience in senior executive level positions in finance, corporate audit and administration at two Fortune 100 multinational corporations. He also holds a Masters in Business Administration (MBA) degree.      2001  
               

 

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Susan H. Murphy

(age 67)

   Vice President Emerita, Cornell University, from which Dr. Murphy retired in 2016 after a 38-year career, commencing in 1978. She served as Dean of Admissions and Financial Aid from 1985 to 1994; Vice President of Student and Academic Services from 1994 to June 2015, and thereafter she worked in Alumni Affairs and Development until her retirement. In 2013, Dr. Murphy became a member of the Board of Trustees of Adelphi University, and, since July 2016, has served as Vice Chair of its Board of Trustees. She also serves on the Board of Directors for Kendal at Ithaca, a not-for-profit continuing care retirement community (since April 2014); Tompkins County Community Foundation (since January 2015 and Chair of the Board of Directors commencing in 2018); and Let’s Get Ready, an organization which provides low-income high school students with support services to help them gain admission to and graduate from college (since September 2016). Dr. Murphy received a Ph.D. in Educational Administration from Cornell University. Dr. Murphy has broad senior management level experience in a large, complex organization. In particular, her experience in employee compensation matters and the development and implementation of diversity policies is helpful to the Company.      2003  
               

Rex L. Davidson

(age 69)

   Executive Director of the Helms Fund since 2013. The Helms Fund provides “gap financing” to socially responsible business ventures for capital expenditures. Additionally, since 2009, Mr. Davidson has served as President of Rex Davidson Associates, LLC, a management consulting service, and Executive Director of Las Cumbres Community Services, which provides developmental disability and mental health services to children, adults and families in Northern New Mexico. From 1982 to 2009, he served as President and Chief Executive Officer of Goodwill Industries of Greater New York and Northern New Jersey, Inc., and President of Goodwill Industries Housing Corporation. Mr. Davidson’s qualifications to serve on the Board include significant management experience at the highest level, having been responsible for the management of Goodwill Industries, an organization with over 2,000 employees and revenues in excess of $100 million. Mr. Davidson’s experience in the areas of compensation of personnel at all levels, his experience relating to retail matters, such as retail trends and pricing, and diversity policies are of significant benefit to the Company.      2006  
               

 

9


               

Brian K. Barker

(age 59)

   Brian K. Barker has been a founder and CEO of AntelopeAI, LLC an artificial intelligence and machine learning start-up since December 2018. He was a founder, director, and CEO of NorthBay Solutions, LLC, a big data and analytics company from 2010 to 2018, and continues to serve as a director. Mr. Barker was the General Manager of the xDoc business unit for Document Sciences Corporation, a document management and customer communications management solutions company, from 2007 until it was acquired by EMC Corporation, an information infrastructure solutions company, in 2008, and then continued as General Manager of the xDoc Business Unit until 2010. He previously was CEO of Cambridge Technology Vision, LLC, a merger and acquisition support software company, from 1997 to 2001, and was President of ClearSpring Technologies, Inc., an event-driven management software company, from 1989 to 1992. Mr. Barker is the co- inventor of Acquisition Trustee, which Intralinks Holdings, Inc. acquired to incorporate in its platform for secure document sharing. The qualifications of Mr. Barker to serve on the Board include his strong data analysis background, significant entrepreneurial achievements, and executive management experience at rapidly growing information technology companies.      (non-incumbent)  
               

 

OWNERSHIP OF ACME UNITED CORPORATION STOCK

Principal Shareholders

The following table sets forth certain information, as of March 5, 2019, with respect to the beneficial ownership of shares of Common Stock by any person who, to the knowledge of the Company, owned beneficially more than 5% of the outstanding shares of Common Stock. The persons shown have sole voting and investment power in these shares except as indicated below in the notes to the table.

 

Name and Address of Beneficial Owner    Number of Shares
Beneficially Owned  (1)
      Percent of Class    
          

 

North Star Investment Management

20 N. Wacker Dr., Suite 1416

Chicago, IL  60606

   619,454 (2)   18.5
          

 

Walter C. Johnsen

55 Walls Drive

Fairfield, CT  06824

   571,815 (3)   15.8
          

 

The Capital Management Corporation

4101 Cox Road, Suite 100

Glen Allen, VA  23060

   264,122 (4)   7.9
          

 

Brian S. Olschan

55 Walls Drive

Fairfield, CT  06824

   225,026 (5)   6.4
          

 

(1)  

Based on a total of 3,350,833 shares outstanding as of March 5, 2019. Under applicable rules promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a person is deemed to be the beneficial owner of shares of Common Stock if, among other things, he or she directly or indirectly has or shares voting power or investment power with respect to such shares. A person is also considered to beneficially own shares of Common

 

10


  Stock which he or she does not actually own but has the right to acquire presently or within the next sixty (60) days, whether by exercise of stock options or otherwise.

 

(2)  

As of December 31, 2018, as reported in the reporting person’s Schedule 13G/A dated January 9, 2019, as filed with the SEC. The number of shares reported include 269,570 shares as to which the reporting person has shared investment power.

 

(3)  

Includes 266,917 shares issuable upon exercise of options.

 

(4)  

As of December 31, 2018, as reported in the reporting person’s Schedule 13G dated January 7, 2019, as filed with the SEC.

 

(5)  

Includes 185,450 shares issuable upon exercise of options.

Security Ownership of Directors and Officers

The following table sets forth certain information, as of March 5, 2019, with respect to the beneficial ownership of shares of Common Stock by (i) each director and nominee for director of the Company; (ii) each executive officer named in the Summary Compensation Table appearing below under “Executive Compensation”; and (iii) all executive officers and directors as a group. The persons shown have sole voting and investment power in these shares except as indicated below in the notes to the table.

The address of each person appearing in the table is 55 Walls Drive, Fairfield, CT 06824.

 

       
Name of Beneficial Owner    Number of Shares
Beneficially Owned  (1)
       Percent of Class    
                 

Rex L. Davidson (2)

       38,750    1.1

 

Paul G. Driscoll (3)

       150,693    4.3

 

Richmond Y. Holden, Jr. (4)

       36,250    1.1

 

Walter C. Johnsen (5)

       571,815    15.8

 

Susan H. Murphy (6)

       47,526    1.4

 

Brian S. Olschan (7)

       225,026    6.4

 

Stevenson E. Ward III (8)

       54,450    1.6

 

Brian K. Barker (9)

       
                 

Executive officers and directors as a group (7 persons) (10)

       1,124,510    31.7

 

(1)  

Based on a total of 3,350,833 shares outstanding as of March 5, 2019. Under applicable rules promulgated under the Exchange Act, a person is deemed to be the beneficial owner of shares of Common Stock if, among other things, he or she directly or indirectly has or shares voting power or investment power with respect to such shares. A person is also considered to beneficially own shares of Common Stock which he or she does not actually own but has the right to acquire presently or within the next sixty (60) days, whether by exercise of stock options or otherwise.

 

(2)  

Includes 38,750 shares issuable upon exercise of options.

 

(3)  

Includes 120,050 shares issuable upon exercise of options.

 

(4)  

Includes 21,000 shares issuable upon exercise of options.

 

(5)  

Includes 266,917 shares issuable upon exercise of options.

 

(6)  

Includes 38,750 shares issuable upon exercise of options.

 

(7)  

Includes 185,450 shares issuable upon exercise of options.

 

(8)  

Includes 38,750 shares issuable upon exercise of options.

 

(9)  

Non-incumbent nominee for director.

 

(10)  

Excludes the non-incumbent nominee for director, Brian K. Barker.

 

11


EXECUTIVE COMPENSATION

Our compensation policies and programs for our executive officers are designed to support the overall objective of enhancing value for our shareholders. To achieve this objective, it is critical that we be able to attract, motivate, reward and retain highly qualified and productive individuals. This is to be accomplished by:

 

 

directly relating compensation to both Company and individual performance;

 

 

structuring compensation levels to be externally competitive and internally equitable;

 

 

enabling key employees to share in the future success of the Company by acquiring equity interests in the Company; and

 

 

designing compensation programs to provide an optimal combination of costs to the Company and value to our employees.

The program uses a balance of short- and long-term performance metrics to encourage the efficient management of our business and minimize excessive risk-taking.

In 2018, the compensation and benefits program for our executive officers consisted of four components:

 

 

base salary;

 

 

a cash incentive bonus award;

 

 

stock option awards; and

 

 

a benefits package.

Base Salaries

The base salaries for our officers are set annually and reflect skills and experience, level and scope of responsibility and performance during the prior year and historical, long-term performance. The Compensation Committee also considers external factors, such as cost of living in the areas in which our officers reside and current market conditions. During 2018, the Chief Executive Officer participated in discussions with the Committee regarding the base salary amounts of the executive officers.

Cash Bonus Plan

The Company grants cash incentive awards under our Cash Bonus Plan based upon the achievement of both Company and individual performance objectives. The Company generally makes cash awards under this Plan if the Company achieves the minimum level of net income set by the Compensation Committee for the applicable year. However, the Company may make awards at its discretion if the minimum levels of net income are not attained due to unusual circumstances, but where the performance of individual executive officers merits such awards.

Deferred Compensation Plan

Under the Company’s Deferred Compensation Plan for executives and key managers participating in the Company’s Cash Bonus Plan, participants will be eligible to make an irrevocable election on or before December 31st of each year as to the percentage of his or her bonus to be awarded in the following year. The deferral may be for all or a portion of the participant’s payment under the Cash Bonus Plan. All deferred amounts are non-forfeitable and earn the prime rate of interest plus 1% compounded quarterly during the period of deferral. The Company adds 20% to the deferred amount for each employee as a matching contribution up to a maximum of $10,000 annually. Amounts are deferred until separation from service with the Company. The plan is administered by the Deferred Compensation Plan Committee, which consists of our Chief Executive Officer, the Chief Operating Officer and the Chief Financial Officer.

Stock Option Program For Employees

The Company’s stock option program is administered by the Board of Directors, which acts upon recommendations of the Compensation Committee. The purpose of the Company’s stock option program is

 

12


to facilitate the acquisition of equity interests in the Company by its officers and key employees thereby enabling them to share in the future success of the Company’s business. In determining the total number of options to be granted to participants in the program in a given year, the Board of Directors, takes into account factors such as: (i) the total number of shares of common stock outstanding; (ii) the total number of shares of common stock which remain available for grant under the Company’s various stock option plans; (iii) the need to have an appropriate balance between currently paid and longer-term compensation, and between cash and equity compensation, and (iv) the performance of the Company.

The Company presently maintains its 2012 Employee Stock Option Plan (the “2012 Employee Plan”), which provides for the issuance of incentive and nonqualified stock options having an exercise price equal to the fair market value of the Common Stock on the date the option is granted. Options granted under the 2012 Employee Plan vest 25% one day after the first anniversary of the grant date and 25% one day after each of the next three anniversaries. Under the terms of the 2012 Employee Plan, no option may be granted after the tenth anniversary of the effective date of the plan, i.e., after February 21, 2022. As of December 31, 2018, the number of shares available for grant under the 2012 Employee Plan was 65,000.

Options granted by the Company to employees historically have had a term of ten years. Commencing in July 2006, the Company has granted only non-qualified stock options to its employees. The Board presently anticipates that options which it may grant under the 2012 Employee Plan will be non-qualified stock options.

An optionee may exercise an option by delivering to the Company payment of the exercise price in cash, or, subject to the approval of the Company, by delivering of shares of the Company’s common stock, which would otherwise have been issuable to the optionee. The 2012 Employee Plan also provides for the cash settlement of option exercises, subject to the approval of the Company. No options granted under the 2012 Employee Plan are transferable by the optionee other than by the will or by laws of descent and distribution. Each option is exercisable, during the lifetime of the optionee, only by the optionee. The 2012 Employee Plan is administered by our Board of Directors.

Employee Benefits

The Company provides standard core employee benefits, including medical and dental coverage, disability insurance and life insurance. The benefits available are the same for all executive officers, except as indicated below under “Summary Compensation Table.”

401(k) Plan

The Acme United Corporation 401(k) Profit Sharing Plan, is the primary retirement benefit offered to all United States employees of the Company. Participants may generally contribute to the Plan annually up to the maximum amount permitted under the Internal Revenue Code—$18,500 in 2018 ($24,500 for persons aged 50 and over). The Company provides to participants a matching contribution equal to fifty percent of the first six percent (6%) of the participant’s eligible compensation not to exceed the limit on eligible compensation imposed by the Internal Revenue Code—$275,000 in 2018.

Our Board of Directors determined the compensation of our executive officers for the year ended December 31, 2018, by applying our policies and practices regarding executive compensation, as described above, and after considering the recommendations of the compensation Committee of the Board. In doing so, the Board considered the successes and achievements of the company during the past three years under the strong leadership of our named executive officers, including:

 

 

Average annual revenue increase of 8%.

 

 

A 20% increase in the quarterly dividend.

 

 

The successful integrations of the business and assets of DMT and Spill Magic, acquired in 2016 and 2017.

 

 

Diversified its channels.

 

 

Strong growth in the e-commerce channel.

 

13


Summary Compensation Table

The following table sets forth information concerning the compensation of the Company’s Principal Executive Officer and each of the two other most highly compensated executive officers of the Company for the fiscal years ended December 31, 2018 and 2017. These three officers are referred to as named executive officers (“NEOs”).

 

Name and

Principal Position

   Year   

Salary

($)

  

Bonus

($)

  

Option Awards

($) (1)

  

All Other

Compensation

($)

 

Total

($)

                                                                  

Walter C. Johnsen

       2018      $  712,361             $ 337,860      $   50,137 (2)       $  1,100,357

Chairman & Chief

Executive Officer

       2017      $ 691,612             $ 512,700      $ 59,837 (2)       $ 1,264,149
                                                                  

 

Brian S. Olschan

       2018      $ 617,967             $ 255,292      $ 10,137 (3)       $ 883,395

President & Chief

Operating Officer

       2017      $ 599,968             $ 390,000      $ 9,837 (3)       $ 999,804
                                                                  

 

Paul G. Driscoll

       2018      $ 371,265             $ 115,600      $ 10,137 (3)       $ 497,001

Vice President & Chief

Financial Officer

       2017      $ 360,451             $   65,700      $ 9,837 (3)       $ 435,988

 

(1)

Represents the aggregate fair value of stock options on grant date rather than an amount paid to or realized by the NEO. For information on valuation assumptions, refer to Note 12, “Stock Option Plans”, in the notes to the Company’s financial statements in its Annual Report on Form 10-K for the year ended December 31, 2018.

Each option vests in four equal annual installments commencing one day after the first anniversary of the grant date and thereafter one day after each of the three succeeding annual anniversary dates of the grant date. The exercise price of each option is equal to 100 percent of the fair market value on the grant date. The fair market value was determined to be the closing price of the Common Stock on the day on which the option is granted.

The options granted to NEOs in 2018 had exercise prices ranging from $22.66 to $23.94 per share. Options granted to NEOs in 2017 had exercise prices ranging from $23.99 to $24.92 per share. The number of shares underlying the options granted to the NEOs in 2018 and 2017 were as follows:

 

    Number of Shares Underlying Options
       
Name   2018   2017
         

Walter C. Johnsen

  58,500   105,000

Brian S. Olschan

  44,200     80,000

Paul G. Driscoll

  20,000     15,000

 

(2)  

Consists of reimbursement of out-of-pocket health care expenses, payment of life insurance premiums and Company matching contribution to the Company’s 401(k) Profit Sharing Plan.

 

(3)  

Consists of reimbursement of payments of life insurance premiums and Company matching contribution to the Company’s 401(k) Profit Sharing Plan.

 

14


Outstanding Equity Awards at Fiscal Year-End

The following table shows outstanding stock option awards classified as exercisable and unexercisable as of December 31, 2018 for each of the NEOs.

 

Name    Number of
Securities Underlying
Unexercised Options
(#) Exercisable
   Number of
Securities Underlying
Unexercised Options
(#) Unexercisable
  

Option Exercise

Price ($)

  

Option Expiration

Date (1)

                                             

Walter C. Johnsen

       5,892             $ 10.10        8/03/20
       17,000             $ 10.11        1/25/21
       20,400             $ 10.02        2/21/22
       40,000             $ 10.64        7/31/22
       16,000             $ 12.01        1/22/23
       40,000             $ 13.75        7/25/23
       16,000             $ 15.45        2/25/24
       40,000             $ 16.92        7/30/24
       4,500        1,500      $ 19.18        2/24/25
       22,500        22,500      $ 21.49        8/3/26
       15,000        45,000      $ 23.99        1/24/27
       11,250        33,750      $ 24.92        10/16/27
            13,500      $ 23.94        1/23/28
            45,000      $ 22.66        8/8/28
                                             

Brian S. Olschan

       6,000             $ 10.11        1/25/21
       25,000             $ 9.50        8/09/21
       15,400             $ 10.02        2/21/22
       30,000             $ 10.64        7/31/22
       11,000             $ 12.01        1/22/23
       30,000             $ 13.75        7/25/23
       11,000             $ 15.45        2/25/24
       30,000             $ 16.92        7/30/24
       3,000        1,000      $ 19.18        2/24/25
       17,500        17,500      $ 21.49        8/3/26
       11,250        33,750      $ 23.99        1/24/27
       8,750        26,250      $ 24.92        10/16/27
            9,200      $ 23.94        1/23/28
            35,000      $ 22.66        8/8/28
                                             

Paul G. Driscoll

       15,000             $ 7.90        6/08/19
       15,000             $ 10.10        8/03/20
       5,000             $ 10.11        1/25/21
       10,000             $ 9.50        8/09/21
       5,300             $ 10.02        2/21/22
       15,000             $ 10.64        7/31/22
       6,500             $ 12.01        1/22/23
       15,000             $ 13.75        7/25/23
       7,000             $ 15.45        2/25/24
       15,000             $ 16.92        7/30/24
       7,500        7,500      $ 21.49        8/3/26
       3,750        11,250      $ 24.92        10/16/27
            20,000      $ 22.66        8/8/28
                                             

 

(1)  

Options vest in four equal parts beginning one day after the first anniversary of grant date and thereafter one day after each of the three succeeding annual anniversary dates of the grant date. Each option has a ten-year term.

 

15


Pension Benefits

In December 1995, the Board of Directors adopted a resolution to freeze the Retirement Plan for Employees of Acme United Corporation, resulting in no further benefit accruals after February 1, 1996. None of the NEOs is a participant in the Retirement Plan.

Change in Control Plan

The Company’s Change in Control Plan (successor to the Salary Continuation Plan) covers officers of the Company at the level of Corporate Vice President or above, who are designated from time to time by the Board of Directors of the Company as a participant in the plan. The plan participants presently consist of three individuals: Walter C. Johnsen, Brian S. Olschan and Paul G. Driscoll. The plan is designed to retain key employees and provide for continuity of management in the event of a threatened, pending or actual change in control of the Company. A participant would receive payment under the plan if there is a change in control of the Company and, within one year after such change in control, the participant voluntarily or involuntarily separates from service of the Company for any reason whatsoever.

A change in control of the Company is deemed to occur when any one person, or more than one person acting as a group, (i) acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50 percent (50%) of the total fair market value or total voting power of the stock of the Company; or (ii) acquires assets from the Company that have a total gross fair market value equal to or more than 50 percent (50%) of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions. For this purpose, the gross fair market value of assets excludes liabilities associated with such assets.

The compensation and benefits which would be provided to a participant in the plan consist of the following:

 

 

Monthly salary at the rate being paid on the date of the change in control multiplied by the number of months payable, as described below;

 

 

Average monthly incentive bonus payments for the three taxable years immediately prior to the change in control multiplied by the number of months payable; and

 

 

Medical, life and other insurance in effect on the date of disposition to continue into the future for the number of months that compensation is payable.

In addition, the plan imposes a limit on the total amounts and benefits which may be paid to a participant in the plan. The plan provides that, if any amount or benefit to be paid or provided to a participant would be deemed an “excess parachute payment” (within the meaning of Section 280G of the Internal Revenue Code), then the payment to be paid or the benefits to be provided to the participant will be reduced to the minimum extent necessary so that all potential “parachute payments” to the participant will not exceed 2.99 times the participant’s “base amount” (as also defined in Section 280G).

Payment of the first two items would be made in a lump sum, no later than thirty (30) days after the participant separates from service. However, payments to be made to a participant who is a key employee (as defined in the plan, based on certain levels of compensation or stock ownership in the Company), must be deferred for six months.

A director of the Company who is also an officer of the Company at the level of Executive Vice President or above (presently Messrs. Johnsen and Olschan) would be entitled to the value of thirty-six (36) months’ compensation and benefits for thirty-six (36) months. Officers at the level of Senior Vice President and Vice President (presently, Mr. Driscoll) would be entitled to receive the value of twenty-four (24) months’ compensation and benefits for twenty-four (24) months. All of the participants in the plan are presently “key employees,” as described above.

 

16


Severance Pay Plan

The Severance Pay Plan covers officers of the Company employed in the United States at the level of Corporate Vice President or above. The plan is designed to enable the Company to attract and retain key employees. This plan covers Walter C. Johnsen, Brian S. Olschan and Paul G. Driscoll. A covered officer would receive payments under the plan if one of the following triggering events occurs:

 

 

involuntary termination for any reason other than gross misconduct;

 

 

death;

 

 

reduction of responsibility, status or compensation; or

 

 

transfer to a location unreasonably distant from his or her current location.

This plan would only apply if the Change in Control Plan would not apply. Payment under this plan, except in the event of termination by death, would be equivalent to one month’s salary multiplied by each year of service to the Company based upon the level of his or her compensation in effect immediately preceding such termination. The plan sets out a minimum and maximum number of months’ compensation payable to each such employee upon such severance. The plan would also provide death benefits to covered officers’ beneficiaries.

A Director of the Company who is also an Officer of the Company at the level of Executive Vice President or above (presently, Messrs. Johnsen and Olschan) would be entitled to a minimum of nine (9) months’ compensation and a maximum of thirty (30) months’ compensation. In the event of such officer’s death, his or her beneficiaries would be entitled to nine (9) months’ compensation. Officers at the level of Senior Vice President or Vice President (presently, Mr. Driscoll) would be entitled to a minimum of six (6) months’ compensation and a maximum of eighteen (18) months’ compensation. In the event of such officer’s death, his or her beneficiaries would be entitled to six (6) months’ compensation. Payments would be made in a single lump sum.

Equity Compensation Plan Information

The following table sets forth information regarding compensation payable under the Company’s equity compensation plans (the 2017 Non-Salaried Director Stock Option Plan and the 2012 Employee Plan) in effect as of December 31, 2018. The Company’s shareholders have approved each equity compensation plan.

 

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

   1,434,280    $18.07    65,000

Equity compensation plans not approved by security holders

             -0-          -0-           -0-
                

Total

   1,434,280    $18.07    65,000

 

17


DIRECTOR COMPENSATION

Cash Compensation

As described below, in 2018, the Company paid as compensation to non-employee directors cash consisting of annual fees and fees for Board and committee meetings attended. Each director who chaired a committee received additional compensation to compensate for the additional responsibility and effort associated with the director’s respective position. These fees consisted of:

 

 

an annual fee of $34,200, payable quarterly;

 

 

$1,960 for each Board meeting attended;

 

 

$825 for each committee meeting attended;

 

 

$1,700 to committee chairpersons for each committee meeting conducted; and

 

 

an annual fee of $4,120 to the Chairperson of the Audit Committee.

In addition, the Company provided reimbursement to each director for customary and usual travel expenses incurred in connection with attendance at Board and committee meetings.

Stock Options

Under the 2017 Non-Salaried Director Stock Option Plan (the “2017 Director Plan”), each non-employee director re-elected to the Board of Directors receives an annual option grant to purchase 5,000 shares of Common Stock. The 2017 Director Plan expires on February 23, 2027, and no options can be granted under the 2017 Director Plan after that date. However, each option outstanding under the 2017 Director Plan on February 23, 2027 would extend beyond that date for the remainder of the term of such option.

Under the 2017 Director Plan, each new director, upon becoming a member of the Board of Directors will receive an option to purchase 5,000 shares of Common Stock. These options would vest as follows: 25% on the day after the grant date; 25% one day after the first year anniversary of the grant date; 25% one day after the second year anniversary of the grant date; and 25% one day after the third year anniversary of the grant date.

The 2017 Director Plan provides that the Board of Directors has the authority to increase or decrease the number of shares of Common Stock which are the subject of the annual or initial option grants to directors. In 2018, each director received an annual option to purchase 5,000 shares of Common Stock.

The following table discloses the cash, equity awards and other compensation earned, paid or warded, as the case may be, to each of the Company’s non-employee directors during the fiscal year ended December 31, 2018.

 

Name   

Fees Earned or Paid in
Cash

($)

  

Option Awards

($)  (1)

   Total
                

Rex L. Davidson

   $    54,830    $    28,900    $    83,730

Richmond Y. Holden, Jr.

   $    57,455    $    28,900    $    86,355

Susan H. Murphy

   $    52,355    $    28,900    $    81,255

Stevenson E. Ward III

   $    59,100    $    28,900    $    88,000

 

(1)  

Represents the aggregate fair value of stock options on grant date rather than an amount paid to or realized by the director. For information on the valuation assumptions, refer to the Note 12, “Stock Option Plans” in the notes to the Company’s financial statements in its Annual Report on Form 10-K for the year ended December 31, 2018.

The exercise price of each option is equal to 100 percent of fair market value on the date of grant. The fair market value was determined to be the average price of the Common Stock on the trading day of the grant date. Each option had an exercise price of $22.66 per share, and became exercisable in full one day after the date of grant.

 

18


The following table shows the aggregate number of option awards outstanding for each non-employee director as of December 31, 2018.

 

Name    Aggregate Option Awards Outstanding
as of December 31, 2018
      

Rex L. Davidson

   38,750

Richmond Y. Holden, Jr.

   21,000

Susan H. Murphy

   42,750

Stevenson E. Ward III

   42,750

 

19


Report of the Audit Committee

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. The Audit Committee has reviewed and discussed the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2018, with management and with representatives of Marcum LLP, the Company’s independent registered public accounting firm, including discussions of the presentation and integrity of the Company’s financial statements. Management represented to the Audit Committee that the Company’s financial statements were prepared in accordance with accounting principles generally accepted in the United States.

Management has the primary responsibility for the financial statements of the Company and the Company’s financial reporting process, including the system of internal controls. The Audit Committee does not provide any expert or special assurance as to the Company’s financial statements. Marcum LLP is responsible for performing an independent audit of the Company’s financial statements and expressing an opinion on the conformity of the Company’s financial statements with generally accepted accounting principles in the United States. Marcum LLP also is responsible for auditing the effectiveness of the Company’s internal control over financial reporting and issuing a report thereon. The Audit Committee does not provide any professional certification as to Marcum LLP’s work product.

As required by the standards of the Public Company Accounting Oversight Board (“PCAOB”), the Audit Committee has discussed with representatives of Marcum LLP the matters required to be discussed under applicable PCAOB standards. The Audit Committee has received and reviewed the written disclosures and letters from Marcum LLP required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with Marcum LLP the independence of Marcum LLP from the Company. The Audit Committee also considered whether the provision of non-audit services by Marcum LLP to the Company is compatible with Marcum LLP’s independence. Based on these discussions and disclosures, the Audit Committee concluded that Marcum LLP is independent from the Company and its management.

The Audit Committee discussed with the Company’s independent auditors the overall scope and plan for their respective audits. The Audit Committee met with the independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the Company’s audited consolidated financial statements for the year ended December 31, 2018, be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 for filing with the Securities and Exchange Commission.

Stevenson E. Ward, III, Chair

Richmond Y. Holden, Jr., Member

Rex L. Davidson, Member

 

20


Transactions with Related Persons

The term “related person” includes any executive officer of the Company, any director or nominee for election as director, any security holder holding more than 5% of the Common Stock or any immediate family member of any of the foregoing persons.

Policy

As adopted by the Board of Directors, the charter of the Audit Committee requires that related person transactions must be reviewed and approved by the Audit Committee of the Board, which consists solely of independent directors. This requirement applies to any such transaction and is not limited to transactions which meet the minimum threshold for disclosure in the proxy statement under the relevant rules under the Exchange Act (generally, in 2018, with respect to smaller reporting companies, transactions which involve an amount equal to the lesser of $120,000 or one percent of the average of the Company’s total assets at year-end for the last two completed fiscal years, and in which a related person has a direct or indirect material interest).

Procedures

Management or the affected director or executive officer will bring the transaction to the attention of the Audit Committee. The transaction must be approved in advance whenever practicable, and if not practicable, must be reviewed as promptly as practicable. Although the Audit Committee has not adopted formal procedures for the review and approval of transactions with related persons, the Audit Committee will approve the transaction only if it determines that it is in the best interests of the Company.

If the Audit Committee were to approve a related party transaction, the Audit Committee would periodically monitor the transaction to ensure that there are no changed circumstances that would render it advisable for the Company to amend or terminate the transaction.

There were no related person transactions with the Company since January 1, 2017.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than 10% of the Common Stock (collectively referred to herein as “Reporting Persons”), to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Reporting Persons are required by the Exchange Act to furnish the Company with copies of all Section 16(a) forms they file. Based solely on review of copies of such forms received by the Company and written representations from Reporting Persons, the Company believes that, during the 2018 fiscal year, all Reporting Persons complied with all applicable filing requirements under Section 16(a).

PROPOSAL 2

ADOPTION OF A NON-BINDING RESOLUTION TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) enacted in 2010 and pursuant to Section 14A of the Exchange Act, the Company is again providing shareholders with the opportunity to vote on a non-binding, advisory proposal, commonly known as a “say-on-pay” proposal, to approve the compensation of the Company’s named executive officers as disclosed above in this proxy statement under “Executive Compensation.” The shareholders last voted on such a proposal at the Company’s Annual Meeting of Shareholders in 2016. This proposal gives our shareholders an opportunity to express their views on the overall compensation of the Company’s named executive officers, but is not intended to address any specific item of compensation. In making a voting

 

21


decision, stockholders are encouraged to review the discussion of the Company’s compensation policies and decisions regarding its named executive officers that appears earlier in this proxy statement under “Executive Compensation” including the compensation tables and related narrative disclosure. Unless the Board of Directors determines otherwise, the next such vote will be held at the Company’s 2022 annual meeting of shareholders.

The executive officers named in the summary compensation table and deemed to be “named executive officers” are Walter C. Johnsen, Brian S. Olschan and Paul G. Driscoll. The Company’s executive compensation program consists of four components: base salary, a cash incentive bonus award; longer-term incentive equity awards (consisting of stock option awards); and retirement benefits and other benefits described in detail in the Section entitled “Executive Compensation” that appears earlier in this Proxy Statement. The program uses a balance of short- and long-term performance metrics to encourage the efficient management of our business and minimize excessive risk-taking. It ties a significant portion of executive pay to Company performance over a multi-year period. The compensation paid to the Company’s executive officers is intended to align their interests with the long-term interests of the Company’s shareholders and is based on a pay-for-performance philosophy. It is straightforward, consisting principally of salary, which must be competitive to retain the skills and experience of excellent employees, annual bonus to reward strong performance, and equity compensation to encourage long-term commitment and team performance. Not all elements of our compensation package may be provided every year, depending on the performance of the Company and the executive, the Company’ resources and other factors deemed relevant by the Board of Directors.

We believe that our executive compensation program, with our balance of base salary, performance-based bonuses and multi-year vesting equity awards, encourages and rewards sustained performance that is aligned with long-term stockholder interests.

The Board of Directors believes that the compensation given to our named executive officers for 2018 helped to achieve the overall objective of enhancing value for our shareholders.

The vote solicited by this proposal is advisory and its outcome will not be binding on the Board of Directors nor require the Board of Directors to take any action. Moreover, the outcome of the vote will not be construed as overruling any decision of the Board of Directors, or creating or implying any additional fiduciary duty of the Board of Directors. However, the Board of Directors expects to take into account the outcome of this vote when considering future executive compensation arrangements recommended by the Compensation Committee for the Company’s executive officers.

The Board of Directors strongly supports our executive compensation programs and asks shareholders to vote on the following advisory resolution:

RESOLVED, that compensation paid to the Company’s named executive officers for the year ended December 31, 2018, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the compensation tables and the related narrative discussion, is hereby approved.

Vote Required

The approval of Proposal 2 on an advisory basis requires the affirmative vote of a majority of the votes that could be cast by the shareholders present in person or represented by proxy and entitled to vote.

The Board of Directors unanimously recommends a vote “FOR” the approval of the compensation of our named executive officers, as disclosed in this Proxy Statement.

 

22


PROPOSAL 3

ADVISORY VOTE ON THE FREQUENCY OF THE NON-BINDING RESOLUTION TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Under the Dodd-Frank Act the Company is required, not less frequently than once every six years, to provide a proxy statement for an annual meeting of shareholders for which the proxy solicitation rules of the SEC require compensation disclosure must also include a separate proposal subject to shareholder vote to determine whether the shareholder vote to approve the compensation of the named executive officers will occur every one, two or three years.

Accordingly, we are seeking an advisory shareholder vote regarding whether the non-binding resolution to approve the compensation of our named executive officers should occur every one, two or three years.

In making a voting decision, shareholders are urged to review the Company’s compensation policies and decisions regarding its named executive officers contained in the section entitled “Executive Compensation” that appears earlier in this Proxy Statement as well as the information provided under Proposal 2 above. Future votes, regardless of frequency, would be substantially similar in nature to the vote requested under Proposal 2 in this proxy statement.

The Board of Directors believes that a less frequent vote would: (i) permit shareholders to focus on our overall executive compensation program, rather than on the details of individual decisions, (ii) align with the goals of our compensation arrangements which are designed to reward performance that promotes long-term shareholder value, and (iii) avoid the burdens that annual votes would impose on shareholders required to evaluate the compensation programs of a large number of companies each year.

The Board of Directors also believes that the structure of the Company’s compensation program for our executive officers would not require an advisory vote to be held more than every three years. Specifically, the Company’s executive compensation program is straight forward, involves few perquisites for named executive officers and the objectives which the program is designed to achieve have remained consistent through recent years.

Our Board and the Compensation Committee have designed our executive compensation program to reward performance over a multi-year period. Our compensation programs are designed to reward long-term performance as seen in our practice of granting only long-term equity awards with multi-year vesting schedules. We believe that having an advisory vote to approve executive compensation every three years better correlates with these longer-term compensation programs and objectives.

In addition, a triennial vote would encourage our stockholders to evaluate our executive compensation programs and our corporate performance over a multi-year horizon and a triennial vote would allow our stockholders to provide us with input on more informed and thoughtful manner based on a long-term analysis of our compensation program.

Setting an advisory vote every three years will be the most effective time frame for the Company to consider more thoroughly the outcome of such a vote and to provide the Company with sufficient time to engage with shareholders to understand and respond to the vote results, as appropriate.

Based on the foregoing considerations, the Board of Directors asks that you support a frequency of every three years for future non-binding resolutions on compensation of our named executive officers.

The advisory vote on this proposal is not binding on the Company or the Board of Directors and cannot be construed as overruling any decision made by the Compensation Committee or Board of Directors. However, the Compensation Committee and the Board of Directors will review the results on the advisory vote and take them into consideration when making future decisions regarding the frequency of submitting to shareholders of the Company the non-binding resolution to approve the compensation of our named executive officers.

 

23


Unlike the other proposals included on the proxy card, you have four choices as to how to vote on this proposal. You may indicate the voting frequency you recommend by choosing the option of one year, two years, three years or abstain from voting when you mark your proxy card in response to this proposal.

The Board of Directors recommends that you vote to hold the non-binding vote on executive compensation every “THREE YEARS”.

Vote Required

The shareholders’ advisory recommendation under this Proposal 3 concerning the frequency (either annually, every two or every three years) of the NEO compensation vote will be determined by a plurality of the votes cast at the Meeting.

 

24


PROPOSAL 4

RATIFICATION OF THE APPOINTMENT OF MARCUM LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

FOR THE FISCAL YEAR ENDING DECEMBER 31, 2019

The Audit Committee of the Board of Directors has appointed Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.

Representatives of Marcum LLP will be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so. They will also be available to respond to appropriate questions.

The Audit Committee is not aware of any disagreements between management and our current auditors, Marcum LLP, regarding accounting principles and their application or otherwise.

Audit Committee Pre-Approval of Independent Auditor Services

The Audit Committee pre-approves all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. The Audit Committee has adopted policies and procedures for the pre-approval of services provided by the independent auditors. The policies and procedures provide that management and the independent auditors jointly submit to the Audit Committee a schedule of audit and non-audit services for approval as part of the annual plan for each year. In addition, the policies and procedures provide that the Audit Committee may also pre-approve particular services not in the annual plan on a case-by-case basis. For each proposed service, management and the auditors must provide a detailed description of the service and the projected fees and costs (or a range of such fees and costs) for the service.

Fees to Auditors

Set forth below is a description of the fees for professional audit services rendered by Marcum LLP, for the audit of our annual financial statements for the fiscal years indicated and review of our interim financial statements, and fees for other services rendered by Marcum LLP.

 

     Fees For Fiscal Years Ended
Fee Category    December 31, 2018    December 31, 2017
           

 

  Audit Fees

   $  328,000    $  354,000

 

  Audit Related Fees

         22,000          31,000

 

  Tax Fees

         52,000          30,000
           

 

  Total Fees

   $  402,000    $  415,000

Audit Fees. The audit fees for 2017 and 2018 included fees for the audit of the effectiveness of the Company’s internal control over financial reporting, which was first required for the Company’s fiscal year ended December 31, 2017.

Audit Related Fees. These fees were for the audit of the Acme United Corporation 401(k) Profit Sharing Plan, due diligence services and services rendered in connection with the filing of registration statements related to the Company’s stock option plans.

Tax Fees. Tax services included tax compliance, tax consulting, and tax planning.

The Audit Committee has determined that the provision of non-audit services described above is compatible with maintaining Marcum LLP’s independence.

 

25


Vote Required

The ratification of the appointment by our Audit Committee of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019 requires the affirmative vote of a majority of the shares of Common Stock of the Company voting in person or by proxy on such ratification. Although shareholder approval of the appointment is not required by law and is not binding on the Audit Committee, we nonetheless are seeking shareholder ratification because we believe it to be a matter of good corporate practice. If shareholders do not ratify the selection of Marcum LLP, the Audit Committee will reconsider whether to retain Marcum LLP, but may retain such independent auditor.

The Board of Directors recommends a vote FOR the ratification of our independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

SUBMISSION OF SHAREHOLDER PROPOSALS FOR THE 2020 ANNUAL MEETING

If you intend to present a proposal at our 2020 Annual Meeting, you must submit it to us no later than November 21, 2019, to receive consideration for inclusion in our 2020 proxy materials. If you intend to present a proposal at our 2020 Annual Meeting that is not to be included in our 2020 proxy materials, you must send the proposal to us in writing by February 11, 2020. Any such proposal should be sent to the Secretary of the Company at 55 Walls Drive, Fairfield, Connecticut, 06824.

 

OTHER BUSINESS

Management does not know of any matters to be presented, other than those described herein, at the Annual Meeting. If any other business should come before the meeting, the persons named in the enclosed proxy will have discretionary authority to vote all proxies in accordance with their best judgment.

By Order of the Board of Directors,

 

LOGO

Paul G. Driscoll,

Vice President and Chief Financial Officer, Secretary and Treasurer

March 20, 2019

 

26


LOGO

ANNUAL MEETING OF SHAREHOLDERS OF ACME UNITED CORPORATION April 22, 2019 IMPORTANT NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Company’s Notice of Annual Meeting, Proxy Statement, Annual Report to Shareholders and Proxy card are available at proxy.acmeunited.com Please sign, date and mail your proxy card in the envelope provided as soon as possible. Please detach along perforated line and mail in the envelope provided. 20734300000000000000 5 042219 OF ALL SEVEN NOMINEES LISTED IN PROPOSAL 1, BELOW; (ii) FOR PROPOSALS 2 AND 4 BELOW; AND (iii) FOR “THREE YEARS” IN PROPOSAL 3, BELOW. x PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE 1. Election of Directors: NOMINEES: FOR ALL NOMINEES O O Walter C. Johnsen Jr. O Brian Richmond S. Y. Holden, WITHHOLD AUTHORITY Olschan FOR ALL NOMINEES O Stevenson E. Ward III O Susan H. Murphy FOR (See ALL instructions EXCEPT below) O Rex L. Davidson O Brian K. Barker 2. Advisory Vote to Approve Executive Compensation 1 YEAR 2 YEARS 3 YEARS ABSTAIN 3. Advisory Vote on Frequency of Future Executive Compensation Advisory Votes FOR AGAINST ABSTAIN 4. Ratification of the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019 INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: To indicate changes change your to the the new address registered address on name(s) your in the account, address on the please account space check above. may not the Please be box submitted at note right and that via this method. Signature of Shareholder Date: Signature of Shareholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign in full corporate name by an authorized officer, giving full title as such. If signer is a partnership or other entity, please sign in full entity name by an authorized person, giving full title.


LOGO

PROXY ACME UNITED CORPORATION THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ACME UNITED CORPORATION FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 22, 2019 The undersigned hereby appoints Walter C. Johnsen and Susan H. Murphy, and each of them, with full powers of substitution, to act as attorneys and proxies of the undersigned, to vote all shares of the Common Stock of ACME UNITED CORPORATION, held of record by the undersigned on March 7, 2019 at the Annual Meeting of Shareholders, to be held at the Cornell Club, 6 East 44th Street, New York, New York on Monday, April 22, 2019, at 11:00 a.m. and at any adjournment(s) or postponement(s) thereof, with all the powers the undersigned would have if personally present. Without limiting the general authorization hereby given, said proxies are, and each of them hereby is, instructed to vote or act as follows on the reverse side hereof on Proposals 1, 2, 3 and 4. In their discretion, the proxies are authorized to vote upon such other matters, if any, as may properly come before the Annual Meeting. The undersigned acknowledges receipt of the Company’s Notice of Annual Meeting of Shareholders, Proxy Statement dated March 20, 2019 and 2018 Annual Report to Shareholders. SEE REVERSE CONTINUED AND TO BE COMPLETED, SIGNED AND SEE REVERSE SIDE DATED ON REVERSE SIDE SIDE 1.1 14475

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