SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY
STATEMENT
SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to Section
14(a) of the Securities
Exchange Act of 1934 (Amendment
No. )
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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o
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Preliminary
Proxy Statement
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o
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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x
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Definitive
Proxy Statement
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Definitive
Additional Materials
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o
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Soliciting
Material Pursuant to sec. 240.14a-11(c) or sec.
240.14a-12
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Champion Industries,
Inc.
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box):
x
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No
fee required.
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o
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11
(set
forth the amount on which the filing fee is calculated and state how it
was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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o
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Fee
paid previously with preliminary materials.
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o
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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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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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CHAMPION INDUSTRIES,
INC.
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P. O. Box 2968
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Huntington, West Virginia 25728
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NOTICE OF ANNUAL
MEETING OF SHAREHOLDERS
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to be held March 15,
2010
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To The Shareholders:
The annual
meeting of shareholders of Champion Industries, Inc. will be held at the Pullman
Plaza Hotel, 1001 Third Avenue, Huntington, West Virginia, on Monday, March 15,
2010 at 1:00 p.m. local time for the following purposes:
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1.
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To
fix the number of directors at seven (7) and to elect as directors to hold
office until the next annual meeting of shareholders the 7 nominees named
in the accompanying proxy statement.
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2.
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To
transact such other business as may properly come before the meeting or
any adjournment thereof.
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Only
shareholders of record of the Common Stock of Champion Industries, Inc. at the
close of business on February 5, 2010 are entitled to notice of this meeting and
to vote at the meeting.
Important Notice Regarding the Availability of Proxy
Materials for the Shareholder Meeting to Be Held on March 15, 2010. The 2010
Proxy Statement and the Annual Report to Shareholders for the year ended October
31, 2009 are also available at
www.ViewMaterial.com/CHMP
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We hope you
will attend the meeting and vote your shares in person. However, since a
majority of the outstanding shares must be present in person or by proxy in
order to conduct the meeting, we urge you to date, sign and return the enclosed
proxy as promptly as possible, whether or not you plan to attend the meeting in
person. If you do attend the meeting, you may then withdraw your proxy if you so
desire. The proxy may be revoked at any time prior to its exercise, but after
commencement of the annual meeting, the proxy may be revoked only in accordance
with the order of business adopted for the meeting.
Dated:
February 12, 2010
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By
Order of the Board of Directors
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WALTER
R. SANSOM, SECRETARY
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CHAMPION INDUSTRIES,
INC.
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P. O. Box 2968
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Huntington, West Virginia 25728
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ANNUAL MEETING OF
SHAREHOLDERS
to be held March 15,
2010
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INTRODUCTION
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The
accompanying proxy is solicited by and on behalf of the Board of Directors of
Champion Industries, Inc. (the “Company”) for use at the annual meeting of
shareholders to be held on Monday, March 15, 2010, at 1:00 p.m. local time at
the Pullman Plaza Hotel, 1001 Third Avenue, Huntington, West Virginia, and any
adjournment thereof (the “Annual Meeting”). The Company anticipates that this
Proxy Statement and the form of proxy will be sent or given to shareholders on
approximately February 12, 2010.
Only those
shareholders of record as of the close of business on February 5, 2010 are
entitled to notice of and to vote at the meeting and any adjournment thereof. At
such time, the Company had and continues to have only one (1) class of
stock outstanding, consisting of 9,987,913 issued and outstanding shares of
common stock, of the par value of One Dollar ($1.00) per share (the “Common
Stock”) held by approximately 400 shareholders. The Common Stock carries no
preemptive rights.
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Cumulative Voting is
Authorized
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The Company’s By-laws provide that at
each election for directors every shareholder entitled to vote at such election
has as many votes as the number of shares owned, multiplied by the number of
directors to be elected, and may either accumulate all votes for one candidate
or distribute those votes among as many candidates as the shareholder may
choose. For all other purposes, each share is entitled to one vote.
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SOLICITATION OF PROXIES AND
VOTING
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Solicitation
of proxies may be made in person or by mail, telephone, or facsimile by
directors, officers and regular employees of the Company or its subsidiaries and
by proxy solicitation companies. The Company may also request brokerage houses,
banks, and other record holders of the Company’s stock to forward proxy
solicitation materials to the beneficial owners of such stock, and will
reimburse such persons for their expenses in connection therewith. The Company
has engaged Georgeson Shareholder Communications, Inc. to assist in the
solicitation of proxies of brokers and financial institutions and their
nominees, for a fee of $4,000, plus reimbursement of reasonable out-of-pocket
expenses. The expense of soliciting proxies will be borne by the
Company.
Shares
represented at the meeting by properly executed proxies in the accompanying form
will be voted at the meeting, or any adjournment thereof, and where the
shareholder giving the proxy specifies a choice by means of the ballot space
provided in the form of proxy, the shares will be voted in accordance with the
specifications so made. If no directions are given by the shareholder, the proxy
will be voted in accordance with the recommendations of the Board of Directors
of the Company, for the election of the Board of Directors’ seven (7) nominees
for election as directors of the Company (or, if deemed appropriate by the
individuals appointed in the proxies, cumulatively voted for less than all of
the Board’s nominees to ensure the election of as many of the Board’s nominees
as possible). Any proxy given for use at the meeting may be revoked at any time
before it is exercised by written notice or subsequently dated proxy received by
the Company, or by oral revocation given by the shareholder in person at the
meeting or any adjournment thereof. The proxies appointed by the Board of
Directors may, in their discretion, vote upon such other matters as may properly
come before the annual meeting.
Votes,
whether in person or by proxy, will be counted and tabulated by judges of
election appointed by the Board of Directors of the Company, in conjunction with
an independent, third-party vote tabulation firm. The presence of a majority of
the outstanding shares of Common Stock in person or by proxy is necessary to
constitute a quorum. Abstentions and broker non-votes will not be counted as
votes either “for” or “against” any matters coming before the Annual Meeting,
but will be counted toward determining the presence or absence of a quorum.
Votes withheld in connection with the election of one or more of the nominees
for director will not be counted as votes cast for such individuals. In the
election of directors, those nominees receiving the seven (7) highest number of
votes shall be elected, even if such votes do not constitute a
majority.
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ELECTION OF
DIRECTORS
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Proposal No. 1 in the
Accompanying Form of Proxy
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The proxies
granted by the shareholders will be voted at the meeting for the resolution,
unless contrary direction is indicated, establishing the number of directors at
seven (7) and the election of the seven (7) nominees listed below. The proxies
cannot be voted for a greater number of persons. The nominees elected as
directors are to serve until the next annual meeting of shareholders and until
their successors are duly elected and have qualified. The By-laws provide,
however, that between annual meetings, the Board of Directors, by a majority
vote, may increase the number of directors and may appoint such persons as they
may select, by a majority vote, to fill any vacancies.
While it is
not anticipated that any of the nominees will be unable to serve, if for any
reason one or more shall be unable to do so, the proxies will be voted for any
nominees selected by management of the Company. The persons listed below have
been nominated by the Board of Directors for election as directors. Each of the
nominees is currently a director of the Company. The name, age, principal
occupation and business experience of each, all positions and offices held
by each with the Company or any of its subsidiaries and any period during which
he has served as such are set forth below.
Name, Age, Position and Offices
with Company and Year Became Director
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Principal Occupations for Past
Five Years
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Louis
J. Akers - 58
Director
– 2004
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Consultant,
June 1, 2006 to present; Vice Chairman of Board of Directors, Ferris,
Baker Watts, Incorporated from December 2001 to June 1, 2006; Chief
Executive Officer, Ferris, Baker Watts, Incorporated, from October 1998 to
December 2001.
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Philip
E. Cline -76
Director
– 1992
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Consultant,
July 1999 to present; President of River City Associates, Inc. and General
Manager of Pullman Plaza Hotel (Formerly Radisson Hotel Huntington) since
2001; President, Monumental Concrete Co. August 1996 to July 2005;
President, Chief Executive Officer and Director, Broughton Foods Company
from January 1997 to June 1999; Interim President and Chief Executive
Officer, Broughton Foods Company from November 1996 to December 1996;
Consultant from January 1996 to November 1996, Executive Vice
President (1995 to 1996), Vice President and Treasurer (1968 to 1995)
of J. H. Fletcher & Co. (manufacturer of underground mining
equipment); Director of Bank One West Virginia Corporation (formerly Key
Centurion Bancshares, Inc.) from 1983 to December 2000.
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Harley
F. Mooney, Jr. - 81
Director
– 1992
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Brig.
Gen. U.S. Army (Ret.); Managing Partner, Mooney-Osborne & Associates
(management consulting) from 1985 to present; Director of Stationers, Inc.
(a Company subsidiary) from 1989 to present; consultant to
Stationers, Inc. from 1988 to 1990; consultant to The Harrah and Reynolds
Corporation from 1988 to 2003; Director of Ohio River Bank, Ironton, Ohio
from 1995 to present; Chairman of the Board of Directors, Caspian
Industries (manufacturing) from 1996 to 2003.
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A.
Michael Perry - 73
Director
- 1992
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Co-founder
and co-manager, Heritage Farm Museum and Village (Appalachian rural life
museum), Huntington, West Virginia, since 2001; Retired; President (from
1983 to December 1993), Chief Executive Officer (from 1983 to
June 1, 2001) and Chairman of Board from November 1993 to June 1, 2001 of
Bank One West Virginia Corporation (formerly Key Centurion Bancshares,
Inc.).
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Marshall
T. Reynolds - 73
Chief
Executive Officer, Director and Chairman of the Board of Directors -
1992
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Chief
Executive Officer and Chairman of the Board of Directors of Company from
1992 to present, President of Company from December 1992 to September
2000; President and general manager of The Harrah and
Reynolds Corporation, predecessor of the Company, from 1964 (and sole
shareholder from 1972) to present; Chairman of the Board of River City
Associates, Inc. (owner of Pullman Plaza Hotel) since 1989;
Chairman of the Board of Directors, Broughton Foods Company from
November 1996 to June 1999; Director (from 1983 to November
1993) and Chairman of the Board of Directors (from 1983 to November 1993)
of Bank One West Virginia Corporation (formerly Key Centurion Bancshares,
Inc.).
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Neal
W. Scaggs - 73
Director
– 1992
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President,
Baisden Brothers, Inc. (retail and wholesale hardware) from 1963 to
present.
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Glenn
W. Wilcox, Sr. - 78
Director
– 1997
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Chairman
of the Board of Directors of Wilcox Travel Agency, Inc.
since
1953; Chairman of the Board of Directors (since 1974) and President (from
1974 to 1997) of Blue Ridge Printing Co., Inc;
Chairman
of the Board of Directors of Tower Associates, Inc. (real-estate
development) since 1989.
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Mr. Reynolds
is chairman of the board of directors and Mr. Scaggs is a director of Premier
Financial Bancorp, Inc., of Huntington, West Virginia, which has a class of
securities registered pursuant to the Securities Exchange Act of
1934.
Mr. Reynolds
is chairman of the board of directors and Mr. Scaggs is a director of Energy
Services of America Corporation, of Huntington, West Virginia, which has a class
of securities registered pursuant to the Securities Exchange Act of
1934.
Mr. Scaggs is
chairman of the board of directors and Mr. Reynolds is a director of First State
Financial Corporation, of Sarasota, Florida which until August 31,
2009, had a class of securities registered pursuant to the Securities
Exchange Act of 1934.
Mr. Reynolds
is a director of First Guaranty Bank, of Hammond, Louisiana, which has a class
of securities registered pursuant to the Securities Exchange Act of
1934.
Mr. Perry is
a director of Arch Coal, Inc., which has a class of securities registered
pursuant to the Securities Exchange Act of 1934.
Mr. Reynolds
was a director of Abigail Adams National Bancorp, Inc., of Washington D.C.,
which until October 1, 2009 had a class of securities registered pursuant to the
Securities Exchange Act of 1934.
Mr. Reynolds
is a director of Summit State Bank, of Santa Rosa, California, which has a class
of securities registered pursuant to the Securities Exchange Act of
1934.
Mr. Wilcox is
a director of The Cornerstone Total Return Fund, Inc., Cornerstone Strategic
Value Fund, Inc. and Cornerstone Progressive Return Fund (CFP), registered
investment companies under the Investment Company Act of 1940.
Mr. Reynolds
is chairman of the board of directors and Messrs. Cline, Perry and Scaggs are
directors of Portec Rail Products, Inc., of Pittsburgh, Pennsylvania, which has
a class of securities registered pursuant to the Securities Exchange Act of
1934.
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MEETINGS, COMMITTEES AND
ATTENDANCE
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During fiscal
year 2009, there were nine (9) meetings of the Company Board of Directors.
All directors attended 75% or more of the aggregate of meetings of the Board and
their committees held during their respective terms. The Company
strongly encourages all members of the Board of Directors to attend the annual
meeting of shareholders each year. At the prior year's annual
shareholder meeting, all of the directors were present.
The Board of
Directors consists of a majority of "independent directors" as such term is
defined in the Nasdaq Stock Market Marketplace Rules. The Board of
Directors has determined that Louis J. Akers, Harley F. Mooney, A. Michael
Perry, Neal W. Scaggs and Glenn W. Wilcox, Sr. are independent
directors.
The Board of
Directors has adopted a formal policy by which shareholders may communicate with
members of the Board of Directors by mail addressed to an individual member of
the Board, to the full Board, or to a particular committee of the Board, at the
following address: c/o Champion Industries, Inc., P.O. Box 2968, Huntington,
West Virginia 25728-2968. This information is also available on the
Company's website at
www.champion-industries.com
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The Board of
Directors has three standing committees: a Compensation Committee, a Nominating
Committee and an Audit Committee.
The
Compensation Committee reviews and recommends to the Board the compensation and
employee benefits of officers of the Company and administers the 1993 and 2003
Stock Option Plans. The Compensation Committee met once during fiscal
year 2009. The Compensation Committee consists of Messrs. Akers, Perry and
Scaggs, all of whom are independent directors as defined in the Nasdaq Stock
Market Marketplace Rules. A copy of the Compensation Committee charter is
available on the Company’s website at
www.champion-industries.com
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Compensation Committee assists the Board of Directors in carrying out the
Board’s overall responsibility relating to executive
compensation. Although its charter grants the committee authority to
delegate its responsibility to subcommittees, and to retain compensation
consultants, it has not done so.
For fiscal
year 2009, the Company’s Chief Executive Officer, Mr. Reynolds, was delegated
the task of setting the compensation for the named executive
officers. Mr. Reynolds also provided to the Compensation Committee
his recommendations for his own base salary and performance cash bonus program.
The Compensation Committee ultimately determined and approved Mr. Reynolds’
compensation independently based on its collective judgment. Mr.
Reynolds did not attend any meetings of the Compensation Committee and he was
not present when the Compensation Committee deliberated or voted on his
compensation.
Please review
the Compensation Committee’s Compensation Discussion and Analysis as well as the
Compensation Committee Report in this Proxy Statement.
The purpose
of the Nominating Committee is to assist the Board in identifying qualified
individuals to become board members and in determining the composition of the
Board and its committees. When considering a potential director
candidate, the Nominating Committee looks for personal and professional
integrity, demonstrated ability and judgment and business
experience. The Nominating Committee will review and consider
director nominees recommended by shareholders. There are no
differences in the manner in which the Nominating Committee evaluates director
nominees based on whether the nominee is recommended by a
shareholder. A copy of the Nominating Committee charter is available
on the Company's website at
www.champion-industries.com
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Nominating Committee currently consists of Messrs. Perry, Scaggs and Wilcox, all
of whom are independent directors as defined in the Nasdaq Stock Market
Marketplace Rules. The Nominating Committee did not meet during fiscal
year 2009.
The Company's
By-laws provide that any shareholder wishing to present a nomination for the
office of director must do so in writing delivered to the Company at least 14
days and not more than 50 days prior to the first anniversary of the preceding
year's annual meeting. Each notice must set forth: (a) the
name and address of the shareholder who intends to make the nomination and of
the person or persons to be nominated; (b) a representation that the shareholder
is a holder of record of stock of the Company entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice; (c) a description of all arrangements
or understandings between the shareholder and each nominee and any other person
or persons (naming such person or persons) relating to the nomination or
nominations; (d) the class and number of shares of the Company which are
beneficially owned by such shareholder and the person to be nominated as of the
date of such shareholder's notice and by any other shareholders known by such
shareholder to be supporting such nominees as of the date of such shareholder's
notice; (e) such other information regarding each nominee proposed by such
shareholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission; and (f)
the consent of each nominee to serve as a director of the Company if so
elected.
The Audit
Committee meets with the Company’s financial management and independent auditors
and reviews the accounting principles and the scope and control of the Company’s
financial reporting practices, and makes reports and recommendations to the
Board with respect to audit matters. The Audit Committee also
recommends to the Board the appointment of the firm selected to be independent
certified public accountants for the Company and monitors the performance of
such firm; reviews and approves the scope of the annual audit and evaluates with
the independent certified public accountants the Company's annual audit and
annual consolidated financial statements; and reviews with management the status
of internal accounting controls and internal audit procedures and
results. The Audit Committee met four (4) times during fiscal
year 2009. The Audit Committee is required to have and will continue
to have at least three members, all of whom must be "independent directors" as
defined in the Marketplace Rules of the Nasdaq Stock Market. Messrs.
Akers, Scaggs and Wilcox are the current members of the Audit
Committee.
The Board
determined that Mr. Akers, Mr. Scaggs and Mr. Wilcox are financially literate in
the areas that are of concern to the Company, and are able to read and
understand fundamental financial statements. The Board has also
determined that Mr. Akers, Mr. Scaggs, and Mr. Wilcox each meet the independence
requirements set forth in the Marketplace Rules of the Nasdaq Stock
Market.
The
Securities and Exchange Commission ("SEC") has adopted rules to implement
certain requirements of the Sarbanes-Oxley Act of 2002 pertaining to public
company audit committees. One of the rules adopted by the SEC
requires a company to disclose whether it has an "audit committee financial
expert" serving on its audit committee.
Based on its
review of the criteria of an audit committee financial expert under the rule
adopted by the SEC the Board of Directors does not believe that any member of
the Board of Directors' Audit Committee would be described as an audit committee
financial expert. At this time, the Board of Directors believes it
would be desirable for the Audit Committee to have an audit committee financial
expert serving on the committee. While informal discussions as to
potential candidates have occurred, at this time no formal search process has
commenced.
The Company’s
Board of Directors has adopted a written charter for the Audit Committee of the
Board. A copy of the written Audit Committee charter is available on
the Company’s website at
www.champion-industries.com
. Please
review the “Report of the Audit Committee” included in this annual meeting proxy
statement.
No person is
known to the Company to be the beneficial owner of more than 5% of the Company
Common Stock at January 15, 2010 except as follows:
Title of
Class
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Name and Address
of
Beneficial
Owner
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Amount and Nature of Beneficial
Ownership
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Percent of
Class
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Common
Stock
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Marshall
T. Reynolds
2450
1st Avenue
Huntington,
West Virginia 25728
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4,268,127
shares
(1)
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41.8%
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Common
Stock
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Dimensional
Fund Advisors LP
1299
Ocean Avenue
Santa
Monica, California 90401
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797,323
shares
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7.8%
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(1)
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Includes
presently exercisable options to purchase 12,000 shares pursuant to 2003
stock option plan, 4,238,687 shares through a controlled corporation, The
Harrah and Reynolds Corporation (“Harrah and Reynolds”), of which Mr.
Reynolds is the sole shareholder and 2,440 shares held by Mr. Reynolds’
wife. 2,377,750 shares are pledged as collateral to secure loans made to
Mr. Reynolds in the ordinary course of business by several commercial
banks. Any disposition of such pledged shares upon a default by
Mr. Reynolds under such loans could result in a change of control of the
Company. The Company has no reason to believe that any such
default will occur.
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Security Ownership of Officers
and Directors
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The following
table sets forth certain information concerning ownership of Company Common
Stock as of January 15, 2010 by (i) each of the directors and nominees, (ii)
each executive officer named in the Summary Compensation table contained herein,
and (iii) all directors and executive officers as a group. Except as otherwise
noted, each beneficial owner listed below has sole voting and investment power
with respect to the shares listed next to the owner’s name.
Name of Beneficial
Owner
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Shares Beneficially
Owned
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Percentage of
Class
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Louis
J. Akers
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14,000
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*
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Philip
E. Cline
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114,392
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1.1%
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Harley
F. Mooney, Jr.
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33,190
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*
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A.
Michael Perry
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35,456
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*
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Marshall
T. Reynolds
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4,268,127
(1)
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41.8%
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Neal
W. Scaggs
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62,300
(2)
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*
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Glenn
W. Wilcox, Sr.
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125,390
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1.2%
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Toney
K. Adkins
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135,601
(3)(4)
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1.3%
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Todd
R. Fry
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124,500
(5)(8)
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1.2%
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R.
Douglas McElwain
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144,919
(4)(5)(6)
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1.4%
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James
A. Rhodes
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125,000
(4)(5)
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1.2%
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All
directors and executive officers as a group
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5,356,482
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52.8%
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(13
persons)
(7)
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* The percentage of shares of Company Common Stock
beneficially owned by these persons is less than 1%.
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(1)
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Includes
presently exercisable options to purchase 12,000 shares of Common Stock
pursuant to 2003 Stock Option Plan, 4,238,687 shares owned by a controlled
corporation and 2,440 shares owned by wife, with respect to which
reporting person has no voting or investment power.
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(2)
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Joint
voting and investment power shared with wife with respect to 62,300
shares.
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(3)
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Joint
voting and investment power with wife with respect to 12,206 shares; also
includes presently exercisable options to purchase 12,000 shares of common
stock pursuant to 2003 Stock Option Plan.
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(4)
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100,000
shares are pledged to secure personal loan.
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(5)
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Includes
presently exercisable options to purchase 12,000 shares of Common Stock
pursuant to 2003 Stock Option Plan.
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(6)
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Joint
voting and investment power shared with wife with respect to 15,456
shares; 385 shares owned by wife.
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(7)
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Includes
presently exercisable options to purchase an aggregate of 78,000 shares of
Common Stock pursuant to 2003 Stock Option Plan. These shares are not
included for purposes of computing the percentage of Common Stock held by
all directors and executive officers as a group.
|
|
|
|
|
(8)
|
112,000
shares are pledged to secure a personal
loan.
|
|
EXECUTIVE
COMPENSATION
|
|
Compensation Discussion and
Analysis
|
|
|
The
Company’s Compensation Committee reviews and determines the objectives and
policies for executive officer and director compensation, approves compensation
for our executive officers and directors and administers our stock
plans. The compensation committee has delegated to the CEO the
responsibility for setting the compensation of the Company’s executive officers.
This section discusses our compensation program in fiscal year 2009 for Marshall
T. Reynolds, our Chairman of the Board of Directors and Chief Executive Officer
(“CEO”); Todd R. Fry, our Senior Vice President and Chief Financial Officer;
Toney K. Adkins, our President and Chief Operating Officer and R. Douglas
McElwain and James A. Rhodes, Senior Vice Presidents (collectively, the “named
executive officers”) and generally for our other executive
officers. Please see the Summary Compensation Table below for
detailed components of the named executive officers’ fiscal 2009
compensation.
Objectives of our
Compensation Program
The
objectives of our executive compensation program are to:
●
|
|
Attract
and retain highly talented and productive executives;
|
|
|
|
●
|
|
Provide
appropriate incentives
|
What Our Compensation
Program is Designed to Reward
Our
executive compensation program is designed to assure the Company attracts and
retains key personnel.
Our CEO
has for a number of years asked that he receive no cash bonus, and the
Compensation Committee has acquiesced in such request.
Elements of Our Compensation
Program: Why We Chose Each, How We Determined the Amounts and
Formulas and How Each Relates to Our Objectives
Historically,
our executive compensation program has combined the following two main elements:
(1) base salary and (2) annual performance cash bonus. Prior to 2006 the Company
also provided long-term incentive compensation in the form of stock
options. As further described below, all named executive officers
received benefits that our other employees receive, and some of our named
executive officers also received personal benefits or perquisites in the form of
Company supplied automobiles. Our named executive officers do not
have any severance arrangements, special change-in-control benefits or pension
or retirement benefits other than our 401(k) plan.
The
elements of our executive compensation program is fiscal year 2009 are described
below:
1.
Base
Salary.
The salaries of our named executive officers
are based on a subjective analysis performed by the Company’s
CEO. The Compensation Committee reviews and establishes the salary of
our CEO, while the CEO reviews and establishes the salaries of our other
officers, including the named executive officers. Our CEO has for a
number of years asked that he receive a salary of $1 per year, and the
Compensation Committee has acquiesced in that request.
Salaries
of our named executive officers in fiscal 2009 are shown in the “Salary” column
of the Summary Compensation Table, below.
2.
Annual Performance Cash
Bonus.
To reward short-term performance, the Company
pays a discretionary annual bonus to the named executive officers as well as
other key employees of the Company. The CEO determines the bonus to
be paid to each executive officer, based primarily on the CEO’s subjective
analysis.
The
Compensation Committee determines the CEO bonus. The CEO recommends
the bonus for all other officers, including the named executive
officers.
3.
Long-Term Incentive
Compensation – Stock Options.
Prior to 2006, our equity
incentive program for our executives has consisted exclusively of stock
options. Stock options give the executives the right to purchase at a
preset price (the market price of our stock when the option is granted) a
specific number of shares of our stock at a future date, and the executives can
exercise this right during the life of the option (generally five
years). Our executives realize value on these options only if our
stock price increases (which benefits all shareholders) and only if the
executives remain employed with us beyond the date their options are granted and
vest.
We have
not granted any stock options in fiscal 2007, 2008 or 2009. Any future grants
will be based on our overall evaluation of our compensation strategies to
achieve desired shareholder value.
Timing of Stock Option
Grants
We did
not grant stock options in anticipation of the release of material nonpublic
information, and we did not time the release of material nonpublic information
based on stock option grant dates. Future grants, if any, will be made
consistent with this policy.
4.
Personal
Benefits.
In fiscal year 2009, we provided our named
executive officers with limited personal benefits or perquisites, i.e.
automobiles for business and personal use, that the Compensation Committee
believes are reasonable and in the best interests of the Company and its
stockholders.
5.
General
Benefits
.
We
believe that we must offer a competitive benefits program to attract and retain
key executives. We provide benefits to our executives that are generally
available to our other employees, including health insurance and the right to
participate in the Company’s 401(k) plan.
Roles of the Compensation
Committee and CEO in Determining Executive Compensation
The
Compensation Committee has delegated to the CEO the responsibility for setting
compensation of the Company’s executive officers. Mr. Reynolds provided to the
Compensation Committee his recommendations for his own base salary and
performance cash bonus program. The Compensation Committee ultimately
determined and approved Mr. Reynolds’ compensation independently based on its
collective judgment. Mr. Reynolds did not attend any meetings of the
Compensation Committee and he was not present when the Compensation Committee
deliberated or voted on his compensation.
Accounting
Considerations
Accounting
considerations play an important role in the design of our executive
compensation program. Accounting rules such as FASB ASC 718 require
us to expense the cost of our stock option grants, which reduces the amount of
our reported profits. Because of option expensing and the impact of
dilution on our stockholders if granted in the future, we will pay close
attention to the number and value of the shares underlying stock options we
grant. In consideration of FASB ASC 718, and the fact that each of
the named executive officers beneficially owns a significant amount of Company
common stock to ensure alignment of his interests with that of shareholders, no
stock option grants were made in fiscal 2009.
As
discussed previously, Mr. Reynolds requested that his annual salary be set at
$1.00 and that he receive no bonus for 2009, and the Compensation Committee
acquiesced in his request.
|
COMPENSATION
OF OTHER NAMED EXECUTIVE OFFICERS
|
|
The
compensation of the named executive officers is determined by the Company’s
CEO.
|
COMPENSATION COMMITTEE
REPORT
|
|
The
Compensation Committee has reviewed and discussed with management the
Compensation Discussion and Analysis set forth above. Based on such
review and discussions, the Compensation Committee has recommended to the Board
of Directors that the Compensation Discussion and Analysis be included in this
proxy statement and incorporated into the Company’s Annual Report on Form 10-K
for the year ended October 31, 2009 filed with the Securities and Exchange
Commission.
|
|
Members
of the Compensation Committee:
|
|
|
|
/s/ Louis J. Akers, Chairman
|
|
|
|
/s/ A. Michael Perry
|
|
|
|
/s/
Neal W. Scaggs
|
|
|
SUMMARY COMPENSATION
TABLE
|
|
The following table summarizes
compensation earned in fiscal years ended October 31, 2007, 2008 and 2009
by the Company’s named executive officers.
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Option Awards ($)
|
All
Other Compensation ($)
|
Total
($)
|
|
|
|
|
|
(1)(2)
|
|
(a)
|
(b)
|
(c)
|
(d)
|
(f)
|
(i)
|
(j)
|
Marshall
T. Reynolds,
Chief
Executive Officer, Chairman of the Board of Directors
|
2009
|
1
1
1
|
-0-
-0-
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
1
1
1
|
Todd
R. Fry,
Senior
Vice President,
Chief
Financial Officer
|
2009
2008
2007
|
150,022
150,022
150,016
|
25,000
25,000
25,000
|
-0-
|
3,500
3,500
3,500
|
178,522
178,522
178,516
|
Toney
K. Adkins,
President
and Chief Operating Officer
|
|
155,022
155,022
155,016
|
25,000
25,000
25,000
|
-0-
|
3,600
3,600
3,600
|
183,622
183,622
183,616
|
R.
Douglas McElwain,
Senior
Vice President, Division Manager
|
2009
2008
2007
|
164,698
159,223
160,326
|
25,000
25,000
25,000
|
-0-
|
3,500
3,500
3,500
|
193,198
187,723
188,826
|
James
A. Rhodes,
Senior
Vice President, Division Manager
|
|
153,835
153,835
153,813
|
25,000
25,000
25,000
|
-0-
|
3,577
3,577
3,576
|
182,412
182,412
182,389
|
(
1
)
|
|
This
item consists of matching contributions by the Company to its 401(k) Plan
on behalf of each of the named executives to match pre-tax elective
deferral contributions (included under Salary) made by each to such
plan. Participation in the 401(k) Plan is open to any employee
age 21 or older on January 1 and July 1 of each year following the first
day of the thirteenth month of employment. Subject to
limitations contained in the Internal Revenue Code, participants may
contribute 1% to 15% of their annual compensation and the Company
contributes 100% of the participant’s contribution not to exceed 2% of the
participant’s annual compensation.
|
|
|
|
(
2
)
|
|
The
Company provides automobiles to all named executive officers due to their
extensive travel for business purposes. The Company’s expense
for providing the vehicle for each named executive’s personal use,
together with any other perquisites, does not exceed $10,000, and
therefore is not included in this table.
|
|
OUTSTANDING EQUITY AWARDS AT
FISCAL YEAR-END
|
|
The following
table provides information on the current holdings of stock options by the name
executive officers. This table includes unexercised option
awards. Each option grant is shown separately for each named
executive officer.
Option
Awards
|
Name
|
Number
of Securities Underlying Unexercised Options (#) Exercisable
|
Number
of Securities Underlying Unexercised Options (#)
Unexercisable
|
Option
Exercise Price ($)
|
Option
Expiration Date
|
(a)
|
(b)
|
(c)
|
(e)
|
(f)
|
Marshall
T. Reynolds
Chairman
of the Board of Directors and Chief Executive Officer
|
12,000
|
-0-
|
4.66
|
10/17/2010
|
Todd
R. Fry
Senior
Vice President and Chief Financial Officer
|
12,000
|
-0-
|
4.24
|
10/17/2010
|
Toney
K. Adkins
President
and Chief Operating Officer
|
12,000
|
-0-
|
4.24
|
10/17/2010
|
R.
Douglas McElwain
Senior
Vice President
|
12,000
|
-0-
|
4.24
|
10/17/2010
|
James
A. Rhodes
Senior
Vice President
|
12,000
|
-0-
|
4.24
|
10/17/2010
|
The following
table summarizes compensation earned in fiscal year 2009 by the Company’s
directors.
|
Fees
Earned or Paid in Cash
($)
|
All Other Compensation
($)
|
Total
($)
|
(a)
|
(b)
|
(g)
|
(h)
|
Louis
J. Akers
|
24,300
|
3,880
(2)
|
28,180
|
Philip
E. Cline
|
24,000
|
-0-
|
24,000
|
Harley
F. Mooney, Jr.
|
30,000
(1)
|
-0-
|
30,000
|
A.
Michael Perry
|
24,000
|
-0-
|
24,000
|
Marshall
T. Reynolds
|
-0-
|
-0-
|
-0-
|
Neal
W. Scaggs
|
24,300
|
-0-
|
24,300
|
Glenn
W. Wilcox, Sr.
|
24,300
|
8,732
(2)
|
33,032
|
(1)
|
|
Includes
$6,000 director fees paid for attendance at board meetings of Stationers,
Inc., a Company subsidiary.
|
|
|
|
(
2
)
|
|
The
Company reimbursed directors Louis J. Akers $3,880, and Glenn W.
Wilcox, Sr. $8,732, respectively for travel expenses incurred in
attendance at monthly board meetings during fiscal year
2009.
|
|
TRANSACTIONS WITH DIRECTORS,
OFFICERS
|
|
|
AND PRINCIPAL
SHAREHOLDERS
|
|
Intercompany
Transactions
The Company
has adopted a disinterested director voting policy pursuant to which all
material transactions with any director, officer or employee or other person or
entity with which such director, officer or employee is affiliated must be on
terms no less favorable to the corporation than those that are generally
available from unaffiliated third parties and must be approved and ratified by a
majority of independent outside directors who do not have an interest in the
transactions.
The Company
has certain relationships and transactions with Harrah and Reynolds and its
affiliated entities. Management believes that all existing agreements and
transactions described herein between the Company and Harrah and Reynolds and
its affiliates are on terms no less favorable to the Company than those
available from unaffiliated third parties.
Realty Leases
Harrah and
Reynolds, Marshall T. Reynolds or affiliated entities own the fee interest in
certain real estate used by the Company in its business, and lease this real
estate to the Company. All realty leases are “triple net,” whereby the Company
pays for all utilities, insurance, taxes, repairs and maintenance, and all
other costs associated with the properties. The properties leased, and certain
of the lease terms, are set forth below.
|
|
|
Annual
|
Expiration
|
Property
|
Lessor
|
Square
Feet
|
Rental
|
of
Term
|
|
|
|
|
|
2450
1st Avenue
Huntington,
West Virginia
|
ADJ
Corp.
(1)
|
85,000
|
$116,400
|
2013
|
|
|
|
|
|
1945
5th Avenue
Huntington,
West Virginia
|
Harrah
and Reynolds
|
37,025
|
30,000
|
2013
|
|
|
|
|
|
615-619
4th Avenue
Huntington,
West Virginia
|
ADJ
Corp.
(1)
and
Harrah
and Reynolds
|
59,641
|
21,600
|
2013
|
|
|
|
|
|
405
Ann Street
Parkersburg,
West Virginia
|
Printing
Property Corp.
(2)
|
36,614
|
57,600
|
2013
|
|
|
|
|
|
890
Russell Cave Road
Lexington,
Kentucky
|
Printing
Property Corp.
(2)
|
20,135
|
57,600
|
2013
|
|
|
|
|
|
Route
2 Industrial Lane
Huntington,
West Virginia
3000 Washington Street, West
Charleston, West Virginia
|
ADJ
Corp.
(1)
ADJ Corp
(1)
|
|
|
2013
2014
|
(1)
|
|
ADJ
Corp. is a West Virginia corporation. Two-thirds of the outstanding
capital stock of ADJ Corp. is owned by Marshall T. Reynolds' two sons.
One-third of the outstanding capital stock is owned by the son of director
A. Michael Perry.
|
|
|
|
(2)
|
|
Printing
Property Corp. is a West Virginia corporation wholly-owned by Mr.
Reynolds.
|
Transactions with Directors and
Officers
The Company
participates in a self-insurance program for employee health care benefits with
affiliates controlled by Marshall T. Reynolds, Chief Executive Officer and
Chairman of the Board of Directors. The Company is allocated costs
primarily related to the reinsurance premiums based on its proportionate share
to provide such benefits to its employees. The Company’s expense
related to this program for the years ended October 31, 2009, 2008 and 2007 was
approximately $5,196,000, $5,017,000 and $3,493,000 .
During
2009
, 2008
and 2007 the Company utilized an aircraft owned by an entity controlled by
Marshall T. Reynolds and reimbursed the controlled entity for the use of the
aircraft, fuel, air crew, ramp fees and other expenses attendant to the
Company’s use, in amounts aggregating $49,000, $56,000 and $91,000
. The Company believes that such amounts are at or below the market
rate charged by third-party commercial charter companies for similar
aircraft.
On
June 16, 2009 the Company exercised its option to purchase the building and
land at 3000 Washington Street, Charleston, West Virginia occupied by its wholly
owned subsidiary Syscan Corporation. On June 16, 2009, the Company assigned
the right to purchase that property to ADJ Corp., which purchased the
property and, pursuant to a lease commencing November 1, 2009, leased
the property to the Company. The lease term is 5 years with monthly rental
payments of $12,500, with the Company having an option to renew for a second 5
year term at an inflation adjusted monthly rental. During the first 5 year term,
the Company has an option to purchase the property for $1.5 million. ADJ Corp.
is a West Virginia corporation, two-thirds of the outstanding capital stock of
which is owned by Marshall T. Reynolds' two sons, and one-third of which is
owned by the son of director A. Michael Perry.
The Company
purchased vehicles from an entity controlled by Marshall T. Reynolds' two sons
in the amounts of $58,000, $150,000 and $105,000 for the fiscal years ended
October 31, 2009, 2008 and 2007.
On December 29, 2009, the Company, Marshall T. Reynolds,
Fifth Third Bank, as administrative agent for lenders under the Company's credit
agreement dated September 14, 2007, and the other lenders entered into a
forbearance agreement. The forbearance agreement, among other provisions,
required Marshall T. Reynolds to lend to the Company $3,000,000 in exchange for
a subordinated unsecured promissory note in like amount, payment of principal
and interest on which is prohibited until payment of all liabilities under the
credit agreement. The subordinated unsecured promissory note, bearing interest
at a floating Wall Street Journal prime rate and maturing September 14, 2014,
and a debt subordination agreement, both dated December 29, 2009, were executed
and delivered, and Mr. Reynolds advanced $3,000,000 to the Company. The
$3,000,000 was applied to prepayment of $3,000,000 of the Company's
loans.
The Company believes that
the terms of its related party transactions are no less favorable to the Company
than could be obtained with an independent third party.
|
SECTION 16(a) BENEFICIAL
OWNERSHIP REPORTING COMPLIANCE
|
|
Section 16(a)
of the Securities Exchange Act of 1934 requires the Company’s officers and
directors, and persons who own more than ten percent of a registered class of
the Company’s equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers, directors
and greater than ten-percent shareholders are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they
file.
Based solely
on its review of the copies of such forms received by it, or written
representations from certain reporting persons that no Forms 5 were required for
those persons, the Company believes that, during fiscal year 2009, all filing
requirements applicable to its officers, directors and greater than ten-percent
beneficial owners were complied with.
The
consolidated financial statements of the Company for the years ended October 31,
2009, 2008 and 2007 have been audited by Arnett and Foster, PLLC,
independent auditors.
The Board of
Directors selects the independent accountants for the Company each
year. The Board of Directors intends to continue the services of Arnett and
Foster, PLLC for the fiscal year ending October 31, 2010.
A
representative of Arnett and Foster, PLLC will be present at the annual meeting
of shareholders in order to respond to appropriate questions and to make any
other statement deemed appropriate.
Audit Fees
Audit fees
and expenses billed to the Company by Arnett and Foster, PLLC for the audit of
the Company’s financial statements for the fiscal year ended October 31, 2009
and for the fiscal year ended October 31, 2008, are as follows and
inclusive of subsequent year billings related to the aforementioned audited
periods and classified accordingly. (Fiscal 2009 fees represent contractual fees
and are inclusive of expenses billed to date.)
Fiscal
2009
|
Fiscal
2008
|
$206,450
|
$209,475
|
Audit Related
Fees
Audit related
fees and expenses billed to the Company by Arnett and Foster, PLLC for fiscal
years 2009 and 2008 for services related to the performance of the audit or
review of the Company’s financial statements that were not included under the
heading “Audit Fees”, are as follows:
Fiscal
2009
|
Fiscal
2008
|
$22,500
|
$23,175
|
Tax Fees
Tax fees and
expenses billed to the Company for fiscal years 2009 and 2008 for services
related to tax compliance, tax advice and tax planning, inclusive of expenses
are as follows:
Fiscal
2009
|
Fiscal
2008
|
$7,155
|
$7,380
|
All Other Fees
Fiscal
2009
|
Fiscal
2008
|
$11,120
|
$5,750
|
In 2003, the
Audit Committee established a policy whereby the independent auditor is required
to seek pre-approval by the Committee of all audit and permitted non-audit
services by providing a prior description of the services to be performed and
specific estimates for each such service.
The Audit
Committee approved all of the services performed by Arnett and Foster, PLLC
during fiscal year 2009.
|
REPORT OF THE AUDIT
COMMITTEE
|
|
The Audit
Committee oversees the Company’s financial reporting process on behalf of the
Board of Directors. Management has the primary responsibility for the
financial statements and the reporting process, including the systems of
internal controls. In fulfilling its oversight responsibilities, the
Committee reviewed the audited financial statements in the Annual Report on Form
10-K with management, including a discussion of the quality, not just the
acceptability, of the accounting principles, the reasonableness of significant
judgments, and the clarity of disclosure in the financial
statements.
The Committee
reviewed with the independent auditors, who are responsible for expressing an
opinion on the conformity of those audited financial statements with generally
accepted accounting principles, their judgments as to the quality, not just the
acceptability, of the Company’s accounting principles and such other matters as
are required to be discussed with the Committee under generally accepted
auditing standards. The Committee has discussed with the independent
auditors the auditors’ independence from management and the Company, including
the matters in the written disclosures and letter received from the independent
auditors as required by the applicable requirements of the Public Company
Accounting Oversight Board regarding the independent auditors communications
with the Committee concerning independence, and has considered the compatibility
of non-audit services with the auditors’ independence.
The Committee
discussed with the Company’s independent auditors the overall scope and plans
for their audit. The Committee meets 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. The Committee
held four (4) meetings during the fiscal year ended October 31,
2009.
In reliance
on the reviews and discussions referred to above, the Committee recommended to
the Board of Directors (and the Board has approved) that the audited financial
statements be included in the Annual Report on Form 10-K for the year ended
October 31, 2009 for filing with the Securities and Exchange Commission. The
committee has also recommended the selection of the Company’s independent
auditors.
|
Neal
W. Scaggs, Audit Committee Chair
|
|
Glen
W. Wilcox, Audit Committee Member
|
|
Louis
J. Akers, Audit Committee Member
|
|
EQUITY COMPENSATION PLAN
INFORMATION
|
|
The following
table gives information about Company Common Stock that may be issued upon the
exercise of options under the Company's 1993 Stock Option Plan and 2003 Stock
Option Plan, as of October 31, 2009.
Plan
Category
|
(a) Number
of Securities to be Issued Upon Exercise of Outstanding Options, Warrants
and Rights
|
(b) Weighted
Average Exercise Price of Outstanding Options, Warrants and
Rights
|
(c) Number
of Securities Remaining Available for Future Issuance Under Equity
Compensation Plans (Excluding Securities Reflected in Column
(a))
|
Equity
Compensation Plans Approved by Shareholders
|
220,000
|
$
4.26
|
228,000
|
|
|
|
|
Total
|
220,000
|
4.26
|
228,000
|
|
OTHER
BUSINESS
|
|
|
|
|
|
Proposal #2 in the Accompanying
Form of Proxy
|
|
At present,
the Board of Directors knows of no other business to be presented by or on
behalf of the Company or its Board of Directors at the meeting. If other
business is presented at the meeting, the proxies shall be voted in accordance
with the recommendation of the Board of Directors.
Shareholders
are urged to specify their choices, and date, sign, and return the enclosed
proxy in the enclosed envelope, to which no postage need be affixed if mailed in
the Continental United States. Prompt response is helpful, and your cooperation
will be appreciated.
The Board of
Directors adopted a Code of Business Conduct and Ethics on December 15, 2003
that applies to all of the Company's officers, directors and employees and a
Code of Ethics for the Chief Executive Officer, Chief Operating Officer, Chief
Financial Officer and Chief Accounting Officer which supplements our Code of
Business Conduct and Ethics (collectively the "Codes") which are intended to
promote honest and ethical conduct, full and accurate reporting and compliance
with laws. We have filed copies of the Codes with the SEC as an
exhibit to our October 31, 2003 annual report on Form 10-K.
|
PROPOSALS BY
SHAREHOLDERS
|
|
Proposals by
shareholders for possible inclusion in the Company’s proxy materials for
presentation at the next annual meeting of shareholders must be received by the
Secretary of the Company no later than October 15, 2010. In addition, the proxy
solicited by the Board of Directors for the next annual meeting of shareholders
will confer discretionary authority to vote on any shareholder proposal
presented at that meeting, unless the Company is provided with the notice of
such proposal no later than December 29, 2010. The Company’s By-laws provide
that any shareholder wishing to present a nomination for the office of
director must do so in writing delivered to the Company at least 14 days and not
more than 50 days prior to the first anniversary of the preceding year’s annual
meeting, and that written notice must meet certain other requirements. For
further details as to timing of nominations and the information required to be
contained in any nomination, see the discussion of the Nominating Committee
under "Director Meetings, Committees and Attendance" or Article III, Section 10
of the Company’s By-laws, a copy of which may be obtained from the Secretary of
the Company upon written request delivered to P. O. Box 2968, Huntington, West
Virginia 25728.
THE COMPANY
WILL FURNISH WITHOUT CHARGE TO EACH PERSON WHOSE PROXY IS BEING SOLICITED, UPON
THE REQUEST OF ANY SUCH PERSON, A COPY OF THE COMPANY’S ANNUAL REPORT ON FORM
10-K FOR THE FISCAL YEAR ENDED OCTOBER 31, 2009, AS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES
THERETO. REQUESTS FOR COPIES OF SUCH REPORT SHOULD BE DIRECTED TO TODD R. FRY,
CHIEF FINANCIAL OFFICER, CHAMPION INDUSTRIES, INC.,
P. O. BOX
2968, HUNTINGTON, WEST VIRGINIA 25728.
Dated: February
12, 2010
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By
Order of the Board of Directors
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|
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WALTER
R. SANSOM, SECRETARY
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CHAMPION INDUSTRIES,
INC.
ANNUAL MEETING OF SHAREHOLDERS, MARCH
15, 2010
THIS PROXY IS SOLICITED BY THE BOARD
OF DIRECTORS
The
undersigned hereby appoints Todd R. Fry and Toney K. Adkins, and each of them,
with full power of substitution, proxies of the undersigned to vote all shares
of the Common Stock of Champion Industries, Inc. (the "Company") which the
undersigned is entitled to vote at the Annual Meeting of shareholders of the
Company to be held at the Pullman Plaza Hotel, 1001 Third Avenue, Huntington,
West Virginia, on March 15, 2010, and at any adjournments thereof, as indicated
below.
1.
ELECTION OF DIRECTORS: To fix the number of directors at seven (7) and to elect
as directors the following seven (7) nominees:
o
FOR ALL NOMINEES
LISTED BELOW
o
WITHHOLD AUTHORITY TO
VOTE FOR ALL NOMINEES LISTED BELOW
(except
as marked to the contrary below)
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Louis J.
Akers
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Marshall T.
Reynolds
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Philip E.
Cline
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Neal W.
Scaggs
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Harley F.
Mooney, Jr.
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Glenn W.
Wilcox, Sr.
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A. Michael
Perry
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INSTRUCTION:
To withhold authority to vote for any individual, write that nominee’s name on
the line provided below:
___________________________________________________________________________________________________________
2.
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In
their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting and any adjournments
thereof.
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(Continued,
and to be signed and dated, on the reverse side)
This
Proxy will be voted as directed, but
IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR EACH OF THE NOMINEES LISTED BELOW.
If any
other business is presented at the Annual Meeting, this Proxy will be voted by
those named in this Proxy in accordance with the recommendation of the Board of
Directors. At the present time, the Board of Directors knows of no other
business to be presented at the Annual Meeting. This Proxy confers discretionary
authority on those named in this Proxy to vote with respect to the election of
any person as director where the nominee is unable to serve or for good cause
will not serve and matters incident to the conduct of the Annual
Meeting.
This
Proxy may be revoked prior to its exercise.
Dated:_____________________________________
__________________________________________
Signature
__________________________________________
Signature
if held jointly
Please
sign exactly as your name(s) appear(s) on this proxy. When shares are held by
joint tenants, both should sign. When signing as attorney-in-fact, executor,
administrator, trustee, committee, personal representative or guardian, please
give full title as such. If a corporation, please sign in full corporate name by
President or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
PLEASE
MARK, SIGN, DATE AND RETURN THE PROXY IN THE RETURN ENVELOPE.
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