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 (Amendment No.)
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Filed by
Registrant
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Filed by Party
other than Registrant
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Check the
appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission
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Only (as
permitted by Rule 14a-6(e)(2))
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Definitive Proxy
Statement
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Definitive
Additional Materials
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Soliciting
Materials Pursuant to §240.14a-12
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FORWARD INDUSTRIES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
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Payment of
Filing Fee (Check the appropriate box):
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No fee required.
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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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$_____ per share
as determined under Rule 0-11 under the Exchange Act.
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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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Fee paid
previously with preliminary materials.
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Check box if any
part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
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(1)
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Amount
previously paid:
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(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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Forward Industries, Inc.
477 Rosemary Avenue
Suite 219
West Palm Beach, Florida 33401
(561)
465-0030
To The
Shareholders of Forward Industries, Inc.:
We are pleased to invite you to attend the 2016
Annual Meeting of the shareholders of Forward
Industries, Inc., which will
be held at 10:00 a.m. on January 20, 2016 at our corporate headquarters in West Palm Beach, Florida, at the above address, for the following purposes:
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1.
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To elect members
to our Board of Directors;
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2.
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To ratify the
appointment of our independent registered public accounting firm for fiscal
year 2016; and
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3.
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For the
transaction of such other matters as may properly come before the Annual
Meeting.
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Forward’s Board of Directors has fixed the close of
business on December 7, 2015 as the record date for a determination of
shareholders entitled to notice of, and to vote at, this Annual Meeting or any
adjournment thereof.
Important Notice
Regarding the Availability of Proxy Materials for the Annual Meeting of
Shareholders to Be Held on January 20, 2016:
This Proxy Statement and Form 10-K are available at:
https://www.proxyvote.com
If You Plan to Attend
Please note that space limitations make it necessary to limit
attendance to shareholders. Registration and seating will begin at 9:00
a.m. Shares can be voted at the meeting only if the holder is
present in person or by valid proxy.
For admission to the meeting, each shareholder may be asked to present
valid picture identification, such as a driver’s license or passport, and proof
of stock ownership as of the record date, such as the enclosed proxy card or a
brokerage statement reflecting stock ownership. Cameras, recording devices and
other electronic devices will not be permitted at the meeting.
If you do not plan on attending the meeting, please vote your shares
via the Internet, by phone or by signing and dating the enclosed proxy and
return it in the business envelope provided. Your vote is very important.
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By the Order of
the Board of Directors
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/s/ Terence Wise
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Terence Wise
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Chief Executive Officer
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Dated: December
18,
2015
Whether or not you expect to attend in person, we urge
you to vote your shares at your earliest convenience. This will ensure the
presence of a quorum at the meeting. Promptly voting your shares via the
Internet, by phone or by signing, dating, and returning the enclosed proxy card
will save us the expenses and extra work of additional solicitation. An
addressed envelope for which no postage is required if mailed in the United
States is enclosed if you wish to vote by mail. Submitting your proxy now will
not prevent you from voting your shares at the meeting
if you desire to do so, as your proxy is revocable at your option. Your vote is
important, so please act today!
Forward Industries, Inc.
477 Rosemary Avenue
Suite 219
West Palm Beach, Florida 33401
(561) 465-0030
2016 ANNUAL MEETING OF SHAREHOLDERS
PROXY STATEMENT
Why am I
receiving these materials?
These proxy materials are being sent to the holders of shares of the
voting stock of Forward Industries, Inc., a Delaware corporation, which we
refer to as “Forward” or the “Company,” in connection with the
solicitation of proxies by our Board of Directors, which we refer to as the
“Board,” for use at the 2016 Annual Meeting of Shareholders to be held
at 10:00 a.m. on January 20, 2016 at our corporate headquarters at the above
address in West Palm Beach, Florida. The proxy materials relating to
the Annual Meeting are first being mailed to shareholders entitled to vote at
the meeting on or about December 7, 2015. A copy of our Form 10-K for the year
ended September 30, 2015 is being mailed concurrently with this
Proxy Statement.
Who is Entitled
to Vote?
Our Board has fixed the close of business on December 7, 2015 as the record date for a determination of
shareholders entitled to notice of, and to vote at, this Annual Meeting or any
adjournment thereof. On the record date, there were 8,657,975 shares of common stock outstanding. Each share of Forward
common stock represents one vote that may be voted on each matter that may come
before the Annual Meeting. As of the record date, Forward
has issued no preferred stock which is entitled to vote.
What is the
difference between holding shares as a record holder and as a beneficial owner?
If your shares are registered in your name with our transfer agent, American Stock Transfer, you are the “record holder” of those shares. If you
are a record holder, these proxy materials have been provided directly to you
by Forward.
If your shares are held in a stock brokerage account, a bank or other
holder of record, you are considered the “beneficial owner” of those shares
held in “street name.” If your shares are held in street name, these proxy
materials have been forwarded to you by that organization. As the beneficial
owner, you have the right to instruct this organization on how to vote your
shares.
Who May Attend
the Meeting?
Record holders and beneficial owners may attend the Annual Meeting. If
your shares are held in street name, you will need to bring a copy of a
brokerage statement or other documentation reflecting your stock ownership as
of the record date. Please see below for instructions on how to vote at the
Annual Meeting if your shares are held in street name.
How Do I Vote?
Record Holder
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Vote by
Internet. The website
address for Internet voting is on your proxy card.
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Vote by phone. Call 1 (800) 690-6903 and follow the
instructions on your proxy card.
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3.
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Vote by mail. Mark, date, sign and mail promptly the
enclosed proxy card (a postage-paid envelope is provided for mailing in the
United States).
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4.
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Vote in
person. Attend and vote
at the Annual Meeting.
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If you vote by Internet or phone, please DO
NOT mail your proxy card.
Beneficial Owner (Holding Shares in Street Name)
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1.
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Vote by
Internet. The website
address for Internet voting is on your vote instruction form.
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Vote by mail. Mark, date, sign and mail promptly the
enclosed vote instruction form (a postage-paid envelope is provided for
mailing in the United States).
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3.
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Vote in
person. Obtain a valid
legal proxy from the organization that holds your shares and attend and vote
at the Annual Meeting.
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What
Constitutes a Quorum?
To carry on the business of the Annual Meeting, we must have a quorum.
A quorum is present when a majority of the shares entitled to vote, as of the
record date, are present in person or represented by proxy. Shares owned by Forward are not considered outstanding or
considered to be present at the Annual Meeting. Broker non-votes (because there
are routine matters presented at the Annual Meeting) and abstentions are
counted as present for the purpose of determining the existence of a quorum.
What happens if
Forward is unable to obtain a Quorum?
If a quorum is not present to transact business at the Annual Meeting
or if we do not receive sufficient votes in favor of the proposals by the date
of the Annual Meeting, the persons named as proxies may propose one or more
adjournments of the Annual Meeting to permit solicitation of proxies.
What is a
broker non-vote?
If your shares are held in street name, you must instruct the
organization who holds your shares how to vote your shares. If you do not
provide voting instructions, your shares will not be voted on any non-routine
proposal. This vote is called a “broker non-vote.” Broker non-votes do not
count as a vote “FOR” or “AGAINST” any of the proposals.
If you are the shareholder of record, and you sign and return a proxy
card without giving specific voting instructions, then the proxy holders will
vote your shares in the manner recommended by our Board on all matters
presented in this Proxy Statement and as the proxy holders may determine in
their discretion with respect to any other matters properly presented for a
vote at the meeting. If your shares are held in street name and you do not
provide specific voting instructions to the organization that holds your
shares, the organization may generally vote at its discretion on routine
matters, but not on non-routine matters. If you sign your vote instruction
form but do not provide instructions on how your broker should vote, your
broker will vote your shares as recommended by our Board on any non-routine
matter. See the note below and the following question and answer.
Important Rule
Affecting Beneficial Owners Holding Shares In Street Name
Brokers may no longer use discretionary authority to vote shares on the
election of directors if they have not received instructions from their
clients. Please submit your vote instruction form so your vote is counted.
Which Proposals
are Considered “Routine” or “Non-Routine”?
Proposal 1 is non-routine and Proposals 2 is
routine.
How are
abstentions treated?
Abstentions have no effect on the outcome of any matter being
voted on.
How Many Votes
are Needed for Each Proposal to Pass, is Broker Discretionary Voting Allowed
and what is the effect of an abstention?
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Broker Discretionary Vote
Allowed |
Effect of Abstentions on
the Proposal |
(1)
To elect the board of
directors |
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(2)
To ratify the appointment of our independent
registered public accounting firm for fiscal 2016
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Majority
of the shares present in person or represented by proxy |
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What Are the
Voting Procedures?
In voting by proxy with regard to the election of directors, you may
vote in favor of all nominees, withhold your votes as to all nominees, or
withhold your votes as to specific nominees. With regard to the remaining
proposals, you may vote in favor of each proposal or against each proposal, or
in favor of some proposals and against others, or you may abstain from voting
on any of these proposals. You should specify your respective choices on the
accompanying proxy card or your vote instruction form.
Is My Proxy
Revocable?
You may revoke your proxy and reclaim your right to vote up to and
including the day of the Annual Meeting by giving written notice to the
Corporate Secretary of Forward , by delivering a proxy card dated after the
date of the proxy or by voting in person at the Annual Meeting. All written
notices of revocation and other communications with respect to revocations of
proxies should be addressed to: Forward
Industries, Inc., 477 Rosemary Avenue,
Suite
219,
West Palm Beach, Florida 33401, Attention: Corporate
Secretary.
Who is Paying
for the Expenses Involved in Preparing and Mailing this Proxy Statement?
All of the expenses involved in preparing, assembling and mailing these
proxy materials and all costs of soliciting proxies will be paid by Forward. In
addition to the solicitation by mail, proxies may be solicited by our officers
and regular employees by telephone or in person. Such persons will receive no
compensation for their services other than their regular salaries. Arrangements
will also be made with brokerage houses and other custodians, nominees and
fiduciaries to forward solicitation materials to the beneficial owners of the
shares held of record by such persons, and we may reimburse such persons for
reasonable out of pocket expenses incurred by them in so doing. We may hire an
independent proxy solicitation firm.
What Happens if
Additional Matters are Presented at the Annual Meeting?
Other than the items of business described in this Proxy Statement, we
are not aware of any other business to be acted upon at the Annual Meeting. If
you submit a signed proxy card, the persons named as proxy holders, Messrs.
Terence Wise and Michael
Matte, will have the discretion to vote your
shares on any additional matters properly presented for a vote at the Annual
Meeting. If for any reason any of our nominees is not available as a candidate
for director, the persons named as proxy holders will vote your proxy for such
other candidate or candidates as may be nominated by the Board.
What is
“householding” and how does it affect me?
Record holders who have the same address and last name will receive
only one copy of their proxy materials, unless we are notified that one or more
of these record holders wishes to continue receiving individual copies. This
procedure will reduce our printing costs and postage fees. Shareholders who
participate in householding will continue to receive separate proxy cards.
If you are eligible for householding, but you and other record holders
with whom you share an address, receive multiple copies of these proxy
materials, or if you hold Forward stock in more than one account, and in either
case you wish to receive only a single copy of each of these documents for your
household, please contact our
Corporate Secretary at: Forward
Industries, Inc., 477 Rosemary Avenue,
Suite 219,
West Palm Beach, Florida
33401,
(561) 565-0030.
3
If you participate in householding and wish to receive a separate copy
of these proxy materials, or if you do not wish to continue to participate in
householding and prefer to receive separate copies of these documents in the future,
please contact our Corporate Secretary as indicated above. Beneficial owners
can request information about householding from their brokers, banks or other
holders of record.
Do I Have
Dissenters’ (Appraisal) Rights?
Appraisal rights are not available to Forward shareholders with any of
the proposals brought before the Annual Meeting.
Can a
Shareholder Present a Proposal To Be Considered At the 2017
Annual Meeting?
If you wish to submit a proposal to be considered at the 2017
Annual Meeting (“2017 Meeting”), the following is required:
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For a shareholder
proposal to be considered for inclusion in Forward ’s Proxy Statement and proxy
card for the 2017 Meeting pursuant to Rule 14a-8 under the Securities
Exchange Act of 1934, which we refer to as the “Exchange Act,” our Corporate
Secretary must receive the written proposal no later than August 20, 2016, which is 120 calendar days prior to the anniversary
date Forward’s Proxy Statement was mailed to shareholders in connection with
this Annual Meeting. Such proposals also must comply with SEC regulations under
Rule 14a-8 regarding the inclusion of shareholder proposals in company
sponsored materials.
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Our Bylaws include
advance notice provisions that require shareholders desiring to recommend or nominate
individuals to the Board or who wish to present a proposal at the 2017
Meeting must do so in accordance with the terms of the advance notice
provisions. For a shareholder proposal or a nomination that is not intended to
be included in Forward ’s Proxy Statement and proxy card under Rule 14a-8, our
Corporate Secretary must receive the written proposal no later than
120
calendar days
nor more than 150 calendar
days prior to the first anniversary of this years Annual Meeting; Provided, however, that in
the event that
the 2017 Meeting is
changed more than 30 days before or after such anniversary date, the proposal
must be received no earlier than the close of business on the 120th
day prior to the 2017 Meeting and not later than the 90th date prior
to the 2017 Meeting or the 10th day following the day on which
public announcement of the date of such meeting is first made by the Company.
If a shareholder fails to meet these
deadlines and fails to satisfy the requirements of Rule 14a-8 under the
Exchange Act, we may exercise discretionary voting authority under proxies we
solicit to vote on any such proposal as we determine appropriate. Your
notice must contain the specific information set forth in our Bylaws.
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Additionally, you must
be a record holder at the time you deliver your notice to the Corporate
Secretary and are entitled to vote at the 2017 Meeting.
A nomination or other proposal will be disregarded if it does not
comply with the above procedures. All proposals and nominations should be sent
to Forward Industries, Inc., 77 Rosemary Avenue, Suite
219, West Palm Beach, Florida 33401, Attention: Corporate
Secretary.
We reserve the right to amend our Bylaws and any change will apply to
the 2017 Meeting unless otherwise specified in the amendment.
Interest of
Officers and Directors in Matters to Be Acted Upon
Except in the election to our board of nominees set forth herein, none
of the officers or directors have any interest in any of the matters to be
acted upon at the Annual Meeting.
The Board Recommends that Shareholders Vote
“For” Proposal Nos. 1 and
2.
PROPOSAL 1. ELECTION OF DIRECTORS
We currently have
seven members of our Board, all of whose terms
will expire at this Annual Meeting. The Board proposes the election of the
following nominees as directors:
N. Scott Fine
Sharon Hrynkow
Howard Morgan
Sangita Shah
Terence Wise
All of the nominees listed above is currently a director of Forward,
have been nominated for election this year and have agreed to serve if elected.
The five persons who receive the most votes cast will be
elected and will serve as directors until the next Annual Meeting. If a nominee
becomes unavailable for election before this Annual Meeting, the Board can name
a substitute nominee and proxies will be voted for such substitute nominee
unless an instruction to the contrary is written on the proxy card.
Furthermore, we may appoint an additional person to our Board before the Annual
Meeting. The principal occupation and certain
other information about the nominees and our executive officers are set forth
on the following pages.
The Board recommends a vote “For” the election
of the nominated slate of directors.
DIRECTORS AND EXECUTIVE OFFICERS
The
following table represents our Board as of the record date:
Name
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Age
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Appointed
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N. Scott Fine
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58
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January 2015
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Sharon Hrynkow
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55
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June 2015
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Howard Morgan
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55
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February 2012
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Sangita Shah
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49
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February 2015
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Terence Wise
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67
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February 2012
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Michael Luetkemeyer
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66
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January 2015
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Eric Freitag
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48
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January 2015
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Messrs. Luetkemeyer and Freitag are not standing for
re-election.
Nominee Biographies
N. Scott Fine.
Since September 14, 2015, Mr.
Fine has been the Chief Executive Officer of CTD Holdings, Inc. (“CTD”), a specialty biopharmaceutical manufacturing and
marketing company. Since February 2014, Mr. Fine has also served as a
director of CTD. From 2004 until 2014, Mr. Fine was a principal at Scarsdale
Equities, an investment banking firm. Mr.
Fine currently sits on the Board of Directors Kenon Holdings Ltd, a spin-off from
Israel Corporation Ltd. Mr. Fine formerly served as the Vice Chairman and Lead Director
of Central European Distribution Corporation (“CEDC”), a multi-billion dollar
alcohol and beverage company. Mr. Fine served as a director of CEDC for
over a decade, during which time he co-managed its IPO and listing on NASDAQ,
and led the CEDC Board’s successful efforts in 2013 to restructure the company
through a pre-packaged Chapter 11 process whereby CEDC was acquired by the
Russian Standard alcohol group. Mr.
Fine was selected as a director for his over 30 years of experience evaluating
companies as an investment banker and his experience as a director and board
committee member.
Mr. Fine is our Lead Director.
Sharon Hrynkow. Dr.
Sharon Hrynkow was the inaugural President of the Global Virus Network, a
coalition of top medical virologists working to stem the spread of viral
disease, between Oct. 2012 and Nov. 2015. She is also the Founder and Managing
Partner of Global Health Consulting, LLC, and Senior Vice President for
Medical Affairs of CTD. Between 2010 and 2012, she was Counselor and Senior
Scientist in the Secretary of State’s Office of Science and Technology and
Senior Advisor to the Assistant Secretary for Oceans, Environment and Science.
Dr. Hrynkow served as a senior executive at the National Institute of Health
from 2000 - 2012, primarily as Deputy Director of the John E. Fogarty
International Center. She is an elected Fellow of the Council on Foreign
Relations and the American Association for the Advancement of Science. Dr.
Hrynkow was selected as a director for her organizational leadership and
management as well as her global networking experience.
Howard
Morgan. Mr.
Morgan has been the Managing Director of The Justwise Group Limited
(“Justwise”), a company that specializes in the
procurement of consumer durable products from Asia and is an established
supplier to a list of major U.K. multi-channel retailers, since
1997. Mr. Morgan was selected as a director as a result of his significant
business management and operational skills as well as his knowledge of foreign sourcing
and developing products for large multiple organizations.
Sangita
Shah. Ms. Shah currently serves as
director and owner of Odyssean Enterprises Limited, a private advisory and
investment company, in addition to serving as non-executive chairman of Bilby
PLC and as a director of Swindon Town Football Club. Ms.
Shah is also a board advisor to Global Reach Technology, a Fast Track WiFi SME,
and a non-executive director for Zypha Technologies Inc. Ms. Shah previously
worked in seed/mezzanine financing and strategic investments within the
environmental and technology sectors following a number of senior roles held at
KPMG and Ernst & Young. Ms. Shah was selected as a director for her board
and accounting experience.
Terence Wise. Mr. Wise serves as principal and Chairman of Justwise which
he founded in 1977. Mr. Wise also serves as a principal of Forward Industries
Asia-Pacific Corporation (f/k/a Seaton Global Corporation) (“Forward China”), a
buying and supplier agent in the Asia-Pacific region and has significant
shareholdings in two furniture manufacturing plants in China. See the section titled
“Related Person Transactions” below. Mr. Wise was selected as a director for
his extensive experience in the Asian markets.
Except
for Sharon Hrynkow, all of the directors were director designees of Mr.
Wise in connection with a 2014 proxy contest.
Executive Officers
Name
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Age
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Position
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Appointed
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Terence Wise
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68
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Chief Executive Officer
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June 2015
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Michael Matte
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56
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Chief Financial Officer
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June 2015
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See above for Mr. Terence
Wise’s biography.
Michael Matte. From May 2013 until March 2014, Mr. Matte served as the Chief Financial
Officer and Chief Accounting Officer of Aspen Group, Inc., an online
distance-learning education service in the United States. Mr. Matte also served
as an Executive Vice President of Finance and Chief Financial Officer of
MeetMe, Inc., a social discovery website, from October 2007 to March 2013.
There are no family
relationships between any of the executive officers and directors. Our Bylaws
require that each director is elected at our annual meeting of shareholders and
holds office until the next annual meeting of shareholders, or until his successor
is elected and qualified. See the section titled “Related Person Transactions”.
Corporate Governance
Board
Responsibilities
The Board oversees, counsels, and directs management
in the long-term interest of Forward and its shareholders. The Board’s responsibilities
include establishing broad corporate policies and reviewing the overall
performance of Forward. The Board is not, however, involved in the operating
details on a day-to-day basis.
Board
Committees and Charters
The
Board and its Committees meet throughout the year and act by written consent
from time-to-time as appropriate. The Board delegates various responsibilities
and authority to different Board Committees. Committees regularly report on
their activities and actions to the Board.
The Board
currently has and appoints the members of: the Audit Committee, the
Compensation Committee, the Nominating and Corporate Governance Committee. Each
of the Committees has a written charter which may be accessed through Forward’s
website at: http://www.forwardindustries.com/corporate-governance.html.
The
following table identifies the independent and non-independent Board nominees and
committee members:
Name
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Independent
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Audit
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Compensation
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Nominating and Corporate Governance
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N. Scott Fine
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Yes
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Chair
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ü
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Sharon Hrynkow
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Yes
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ü
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Howard Morgan
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Yes
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ü
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Chair
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Sangita Shah
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Yes
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Chair
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ü
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Terence Wise
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No
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Number of Meetings
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5
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6
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9
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There were 10 board meetings held in fiscal 2015. All
of the directors attended over 75% of the applicable Board and Committee
meetings held in fiscal 2015. The Company does not have a policy regarding
Board members attending the annual meeting.
Director Independence
Our
Board has determined that N. Scott Fine, Sharon Hrynkow, Howard Morgan and
Sangita Shah are independent in accordance with standards under the Nasdaq
Listing Rules. Our Board determined that as a result of being employed as an
executive officer, Mr. Wise was not independent under the Nasdaq Listing Rules.
Our
Board has also determined that N. Scott Fine, Sharon Hrynkow, Howard Morgan and
Sangita Shah are independent under the Nasdaq Listing Rules independence
standards for Audit Committee members and Compensation Committee members.
Committees of the Board of Directors
Audit Committee
The
Audit Committee reviews our financial reporting process on behalf of the Board
and administers our engagement of the independent registered public accounting
firm. The Audit Committee meets with the independent registered public
accounting firm, with and without management present, to discuss the results of
its examinations, the evaluations of our internal controls, and the overall
quality of our financial reporting. Management has the primary responsibility
for the financial statements and the reporting process, including the system of
internal controls.
Audit
Committee Financial Expert
Our
Board has determined that Ms. Shah is qualified as an Audit Committee
Financial Expert, as that term is defined by the rules of the SEC and in
compliance with the Sarbanes-Oxley Act of 2002.
Compensation Committee
The
function of the Compensation Committee is to determine the compensation of our
executive officers. The Compensation Committee has the power to set performance
targets for determining periodic bonuses payable to executive officers and may
review and make recommendations with respect to shareholder proposals related
to compensation matters. Additionally, the Compensation Committee is
responsible for administering the 2011 Long Term Incentive Plan, which we refer
to as the “Plan.”
Nominating and Corporate Governance Committee
The
responsibilities of the Nominating Committee include the identification of
individuals qualified to become Board members, the selection of nominees to
stand for election as directors, the oversight of the selection and composition
of committees of the Board, establish procedures for the nomination process
including procedures, oversight of possible conflicts of interests involving
the Board and its members, develop policies and procedures for related party
transactions, develop corporate governance principles, and the oversight of the
evaluations of the Board and management. The Nominating Committee has not
established a policy with regard to the consideration of any candidates
recommended by shareholders. If we receive any shareholder recommended
nominations, the Nominating Committee will carefully review the
recommendation(s) and consider such recommendation(s) in good faith.
Board Diversity
While we do not have a formal policy on diversity, our Board considers
diversity to include the skill set, background, reputation, type and length of
business experience of our board members as well as a particular nominee’s
contribution to that mix. Although there are many other factors, the board
seeks individuals with experience in the outsourcing
industry and Asian markets, sales, legal and accounting skills and board experience.
Board
Leadership Structure
Our Board has
determined that its current structure, with combined Chairman and Chief
Executive Officer roles and an independent Lead Director (Mr. N. Scott Fine),
is in the best interests of Forward and its shareholders at this time. A
number of factors support the leadership structure chosen by the Board,
including, among others:
-
The Chief
Executive Officer is intimately involved in the day-to-day operations of Forward
and is best positioned to elevate the most critical business issues for
consideration by the Board.
-
The Board
believes that having the Chief Executive Officer serve in both capacities
allows him to more effectively execute Forward’s strategic initiatives and
business plans and confront its challenges.
-
A combined
Chairman and Chief Executive Officer structure provides us with decisive and
effective leadership with clearer accountability to our shareholders.
-
The combined
role is both counterbalanced and enhanced by the effective oversight and
independence of our Board and the independent leadership provided by our Lead
Director
-
The Board
believes that the appointment of a strong independent Lead Director and the use
of regular executive sessions of the non-management directors, along with the
Boards strong committee system and substantial majority of independent directors
being independent except for the Chief Executive Officer, allow it to maintain
effective oversight of management.
Role of Board
in Risk Oversight
Our risk management function is overseen by our Board. Our management
keeps its Board apprised of material risks and provides its directors access to
all information necessary for them to understand and evaluate how these risks
interrelate, how they affect us, and how management addresses those risks. Terence Wise, as our Chief Executive Officer
and Chairman of the Board, and
Michael Matte, our Chief Financial Officer, work closely together
with the Board and our Lead Director, once material risks are identified on how
to best address such risks. If the identified risk poses an actual or potential
conflict with management, our independent directors may conduct the assessment.
Presently, the primary risks affecting us are our ability to grow our business and obtain more customers.
Business Conduct and Ethics
Our Board has adopted a Business Conduct and Ethics, or the Code of Ethics, that applies to all of our employees, including our
Chief Executive Officer and Chief Financial Officer. Although not required, the
Code of Ethics also applies to our Board. The Code of Ethics provides written
standards that we believe are reasonably designed to deter wrongdoing and
promote honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional relationships,
full, fair, accurate, timely and understandable disclosure and compliance with
laws, rules and regulations, including insider trading, corporate opportunities
and whistle-blowing or the prompt reporting of illegal or unethical behavior. A copy of our Code of Ethics may be accessed at
http://forwardindustries.com/corporate-governance.html
Communication
with our Board of Directors
Although we do not have a formal policy regarding communications with
the Board, shareholders may communicate with the Board by writing to us at Forward
Industries, Inc., 477 Rosemary Avenue, Suite
219, West Palm Beach, Florida 33401, Attention: Corporate Secretary, or by facsimile (561) 465-0074. Shareholders
who would like their submission directed to a member of the Board may so
specify, and the communication will be forwarded, as appropriate.
Related Person
Transactions
Buying Agency and Supply Agreement
On
March 12, 2012, the Company entered into a Buying Agency and Supply Agreement
(the “First Sourcing Agreement”) with Forward China. On March 13, 2014,
the Company entered into Amendment No. 1 to the First Sourcing Agreement with
Forward China, dated as of March 11, 2014. The First Sourcing Agreement, as
amended, provided that Forward China would act as the Company’s exclusive
buying agent and supplier of products in the Asia Pacific region. The Company
will purchase products at Forward China’s cost and pay Forward China a monthly
fee for services it provides under the First Sourcing Agreement.
On
September 9, 2015, the Company entered into a Buying Agency and Supply Agreement (the “Second Sourcing Agreement”)
with Forward Industries on substantially the same terms as First Sourcing
Agreement, which was due to expire on September 11, 2015. The Second
Sourcing Agreement provides that Forward China will act as the Company’s
exclusive buying agent of carry and protective solutions in the APAC Region.
Forward China also arranges for sourcing, manufacture and exportation of such products.
The Company purchases products at cost and pays a service fee to the Forward
China. The service fee is calculated at $100,000 monthly plus 4% of “Adjusted
Gross Profit.” “Adjusted Gross Profit” is defined as the selling price less the
cost from Forward China. The Agreement terminates on September 8, 2018,
subject to renewal. Terence Wise, the Company’s Chairman, Chief Executive
Officer and largest shareholder, is a principal of Forward China. In addition, Jenny P. Yu, a Managing
Director of Forward China, owns more than 5% of the Company’s common stock. The
Company recognized approximately $1,522,000 and $1,406,000 of Forward China
service fees during fiscal years 2015 and 2014, respectively.
Section 16(a)
Beneficial Ownership Reporting Compliance
Section
16(a) of the Exchange Act requires our directors, executive officers, and
persons who own more than 10% of our common stock to file initial reports of
ownership and changes in ownership of our common stock and other equity
securities with the SEC. These individuals are required by the regulations of
the SEC to furnish us with copies of all Section 16(a) forms they file.
Based solely on a review of the copies of the forms furnished to us, and
written representations from reporting persons that no Forms 5 were required to
report delinquent filings, we believe that all filing requirements applicable
to our officers, directors and 10% beneficial owners were complied with during
fiscal year 2015.
Voting
Securities and Principal Holders Thereof
The following table sets
forth the number of shares of our common stock beneficially owned as of the
record date by (i) those persons known by us to be owners of more than 5% of
our common stock, (ii) each director, (iii) our Named Executive Officers, and
(iv) all of our executive officers and directors of as a group. Unless
otherwise specified in the notes to this table, the address for each person is:
c/o Forward Industries, Inc., 477 Rosemary Avenue, Suite
219, West Palm Beach, Florida 33401.
Title of Class
|
|
Name and Address
of Beneficial Owner
|
|
Amount and
Nature of Beneficial
Ownership (1)
|
|
|
Percent of
Class (1)
|
Directors and Named
Executive Officers:
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Terence Wise (2)
|
|
|
1,608,541
|
|
|
|
18.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Michael Matte (3)
|
|
|
65,000
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Michael Luetkemeyer (4)
|
|
|
17,500
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Robert Garrett, Jr. (5)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
N. Scott Fine (6)
|
|
|
35,000
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Eric Freitag (7)
|
|
|
35,000
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Sharon Hrynkow (8)
|
|
|
35,000
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Howard Morgan (9)
|
|
|
60,000
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Sangita Shah (10)
|
|
|
35,000
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
All directors and executive
officers as a group (8 persons)
|
|
|
1,891,041
|
|
|
|
21.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
5% Shareholders:
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Terence Wise (2)
|
|
|
1,608,541
|
|
|
|
18.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Jenny Yu (11)
|
|
|
793,730
|
|
|
|
9.2
|
%
|
———————
* Less than 1%.
(1) |
Applicable percentages are based
on 8,657,975 shares
outstanding as of the record date, adjusted as required by rules of the SEC.
Beneficial ownership is determined under the rules of the SEC and generally
includes voting or investment power with respect to securities. Shares of
common stock underlying options and warrants and convertible notes currently
exercisable or convertible, or exercisable or convertible within 60 days are
deemed outstanding for computing the percentage of the person holding such
securities but are not deemed outstanding for computing the percentage of any
other person. Unless otherwise indicated in the footnotes to this table, Forward
believes that each of the shareholders named in the table has sole voting and
investment power with respect to the shares of common stock indicated as
beneficially owned by them. The table includes only vested options, and
warrants or options and warrants that have or will vest and become exercisable
within 60 days.
|
|
|
(2) |
Wise. Mr. Wise is a
director and executive officer. Address is Flat
2, 11 Cadogan Square, London SW1X OHT, United Kingdom.
|
|
|
(3) |
Matte. Mr. Matte is an
executive officer. Includes 15,000 vested stock options
|
(4) |
Luetkemeyer.
Mr. Luetkemeyer is a former Chief
Executive Officer and is deemed a named executive officer under the SEC’s
disclosure rules. Mr. Luetkemeyer is
also a director who will not be standing for re-election in connection with
this annual meeting.
|
|
|
(5) |
Garrett. Mr. Garrett
is a former Chief Executive Officer and
is deemed a named executive officer under the SEC’s disclosure rules.
|
|
|
(6) |
Fine. Mr. Fine is a
director.
|
|
|
(7) |
Freitag. Mr. Freitag is a director.
|
|
|
(8) |
Hrynkow. Dr. Hrynkow is a director.
|
|
|
(9) |
Morgan. Mr. Morgan is a
director. Includes 25,000 vested stock options.
|
|
|
(10) |
Shah. Ms. Shah is a
director.
|
|
|
(11) |
Yu. Address is 9255 Doheny
Rd., Apartment 2905, West Hollywood, California, 90069
|
Director Compensation
Fiscal 2015 Director Compensation
Name
(a)
|
|
Fees Earned or
Paid in
Cash
($)(b)
|
|
Stock
Awards
($)(c)(1)
|
|
Total
($)(j)
|
|
|
|
|
|
|
|
|
|
N.
Scott Fine
|
|
57,000
|
|
32,200
|
|
89,200
|
|
Eric Freitag
|
|
54,500
|
|
32,200
|
|
86,700
|
|
Michael Luetkemeyer
|
|
16,250
|
|
-
|
|
16,250
|
|
Howard Morgan
|
|
66,000
|
|
32,200
|
|
98,200
|
|
Terence Bernard Wise
|
|
49,250
|
|
32,200
|
|
81,450
|
|
Sangita Shah
|
|
43,000
|
|
32,200
|
|
75,200
|
|
Sharon Hrynkow
|
|
16,250
|
|
23,800
|
|
40,050
|
|
John F. Chiste
|
|
14,500
|
|
17,400
|
|
31,900
|
|
Joseph E. Mullin III
|
|
9,666
|
|
17,400
|
|
27,066
|
|
Robert M. Neal
|
|
3,913
|
|
-
|
|
3,913
|
|
Frank LaGrange Johnson
|
|
21,000
|
|
-
|
|
21,000
|
|
Owen King
|
|
12,000
|
|
-
|
|
12,000
|
|
Tim Gordon
|
|
6,000
|
|
-
|
|
6,000
|
|
(1) |
This represents the fair value of the
award as of the grant date in accordance with FASB ASC Topic 718. These amounts
represent awards that are paid in shares of common stock and do not reflect the
actual amounts that may be realized by the directors.
Represents 35,000 shares of restricted common stock granted to the directors.
|
Executive Compensation
Summary
Compensation Table
The following information is
related to the compensation paid, distributed or accrued by us for fiscal 2015
and 2014 to all of the individuals serving as our Chief Executive Officer during
fiscal 2015(principal executive officers) and the two other most highly
compensated executive officers serving at the end of the last fiscal year whose
compensation exceeded $100,000, which we refer to as “Named Executive
Officers.”
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
|
All Other
|
|
|
|
Fiscal Year
|
Salary
|
|
Bonus
|
|
Awards
|
|
Awards
|
|
|
Compensation
|
|
Total
|
|
|
($)
|
|
($)
|
|
|
($)(5)
|
|
($)(5)
|
|
|
($)(6)
|
|
|
($)
|
Terence Wise – Chief Executive Officer (1)
|
2015
|
|
|
75,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
- |
|
|
75,000
|
Michael
Matte – Chief Financial Officer (2)
|
2015
|
|
|
62,307
|
|
|
-
|
|
|
32,000
|
|
|
19,000
|
|
|
|
4,270
|
|
|
117,577
|
Michael Luetkemeyer – Former Chief Executive Officer (3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
|
147,692
|
|
|
20,000
|
|
|
-
|
|
|
-
|
|
|
|
11,472
|
|
|
179,164
|
Robert
Garrett Jr. – Former Chief Executive Officer (4)
|
2015
|
|
|
87,500
|
|
|
- |
|
|
-
|
|
|
-
|
|
|
|
5,627
|
|
|
93,127
|
2014
|
|
|
279,167
|
|
|
-
|
|
|
-
|
|
|
22,500
|
|
|
|
9,240
|
|
|
310,907
|
(1) Terry Wise was appointed
the Company's Chief Executive Officer effective July 1, 2015.
(2) Michael Matte was
appointed the Company's Chief Financial Officer effective June 22, 2015.
(3) Michael Luetkemeyer was
appointed the Company's Interim Chief Executive Officer effective January 20,
2015. Mr. Luetkemeyer's employment with the Company was terminated effective
June 30, 2015. On October 26, 2015, Michael Luetkemeyer was granted 17,500
shares of restricted stock in connection with his service in fiscal 2015 as the
Company’s Interim Chief Executive Officer. All Other Compensation includes
health benefit waiver allowance.
(4) Robert Garrett Jr.’s
employment with the Company was terminated effective January 15, 2015.
(5) The amount shown under
“Stock Awards” and “Options Awards” represents the aggregate grant date fair
value of the awards in each year shown in the Table computed in accordance with
Financial Accounting Standards Board Accounting Standards Codification Topic 718. See Notes to our Consolidated Financial Statements in the
Form 10-K for the year ended September 30, 2015 for a description of the
assumptions used in valuing awards of stock options and restricted stock
grants.
Named
Executive Officer Employment Agreements
Executive
|
|
Term
|
|
Base Salary
|
|
Equity Grants
|
Terence
Wise
|
|
July 1, 2015 through July
1, 2017
|
|
$300,000 per year
|
|
None (1)
|
|
|
|
|
|
|
|
Michael Matte
|
|
June 25, 2015 through June
22, 2018
|
|
$225,000 per year (2)
|
|
50,000 stock options and
50,000 shares of restricted common stock (3)
|
———————
(1) Mr. Wise agreed
to forego and shall not be entitled to other benefit, bonus, directors' fees,
stock grants or other compensation for his service, including as a member of
the Board during the term of the Employment Agreement.
(2) On November 1, 2015,
Mr. Matte agreed to reduce his base salary to $150,000.
(3) Of the options:
(i) 15,000 options vested on June 22, 2015, (ii) 15,000 options shall vest on
June 22, 2017 and (iii) the remainder shall vest on June 22, 2018. Of the
shares of common stock: (i) 15,000 shares vested on June 22, 2015, (ii) 15,000
shares shall vest on June 22, 2017 and (iii) the remainder shall vest on June
22, 2018.
Bonus
Mr. Matte will be
eligible to receive a bonus based on the terms of the bonus plan and
performance metrics that the Compensation Committee of the Board adopts, in its
sole discretion, from year to year, which may range in an amount equal to or
between 0 and 50% of Mr. Matte’s annual salary and may be awarded in a
combination of cash, restricted stock, restricted stock units and/or other
equity. As of the record date, the Compensation Committee had not adopted the
terms of a bonus plan or set any performance metrics.
Termination Provisions
In the event Mr. Wise’s
employment is terminated for any reason, he shall only be entitled to the
payment of his accrued base salary up to the date of his termination and
payment of any unreimbursed expenses.
In the event Mr. Matte
terminates his employment for Good Reason, or in the event Mr. Matte’s
employment is terminated without Cause, Mr. Matte shall be entitled to receive any
earned and unpaid salary accrued through the date of termination, one year’s base
salary, compensation for any unused vacation days and any unpaid benefits
accrued through the termination date. Good Reason is
generally defined as the material diminution of Mr. Matte’s duties, a
decrease in salary, a relocation of Mr. Matte’s principal place of business
more than 30 miles from West Palm Beach, Florida or
any failure by the Company to perform any material obligation under the
Employment Agreement. Cause is generally defined as willful misconduct,
material breach of the Employment Agreement, the Company’s Insider Trading
Policy or other material policy and/or the commission of a felony or a crime of
moral turpitude.
Upon the expiration of Mr.
Matte’s Employment Agreement, Mr. Matte shall be entitled to receive any earned
and unpaid salary accrued through the date of termination, compensation for any
unused vacation days and any unpaid benefits accrued through the expiration
date.
Outstanding Awards at Fiscal
Year End
Listed below is information with
respect to unexercised options, stock that has not vested, and equity incentive
plan awards for each Named Executive Officer outstanding as of September 30,
2015:
Outstanding Equity Awards As of September 30, 2015
Name
(a)
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
(b)
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
(c)
|
|
Option
Exercise
Price
($)
(d)
|
|
Option
Expiration
Date
(f)
|
|
Number of Shares of
Stock That Have Not
Vested (#)(g)
|
|
Market Value
Of Stock That
Have Not Vested($)(h)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terence Wise
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
-
|
|
1.23
|
|
10/15/22
|
|
35,000 (1)
|
|
47,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael Matte
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
35,000 (2)
|
|
0.64
|
|
6/25/25
|
|
35,000 (2)
|
|
47,600
|
|
———————
(1) Vests on February 23,
2016.
(2) 15,000 vest on June 22,
2017 and the remainder vest on June 22, 2018.
Risk Assessment
Regarding Compensation Policies and Practices as they Relate to Risk Management
Our compensation program for employees does not create incentives for
excessive risk taking by our employees or involve risks that are reasonably
likely to have a material adverse effect on us. Our compensation has the
following risk-limiting characteristics:
-
Our base pay programs consist of competitive salary
rates that represent a reasonable portion of total compensation and provide a
reliable level of income on a regular basis, which decreases incentive on the
part of our executives to take unnecessary or imprudent risks;
-
A portion of executive incentive
compensation opportunity is tied to long-term incentive compensation that
emphasizes sustained performance over time. This reduces any incentive to take
risks that might increase short-term compensation at the expense of longer term
company results;
-
Awards are not tied to formulas that could
focus executives on specific short-term outcomes;
-
Equity awards may be recovered by us should
a restatement of earnings occur upon which incentive compensation awards were
based, or in the event of other wrongdoing by the recipient; and
-
Equity awards, generally, have multi-year
vesting which aligns the long-term interests of our executives with those of
our shareholders and, again, discourages the taking of short-term risk at the
expense of long-term performance.
PROPOSAL 2.
RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2016
Our Board has appointed CohnReznick LLP
to serve as our independent registered public accounting firm for the fiscal
year ending September 30, 2016. CohnReznick LLP has been Forward’s independent registered
public accounting firm since 2010. Selection of Forward’s independent
registered public accounting firm is not required to be submitted to a vote of
the shareholders of Forward for ratification. However, Forward is submitting
this matter to the shareholders as a matter of good corporate governance. Even
if the appointment is ratified, the Board may, in its discretion, appoint a
different independent registered public accounting firm at any time during the
year if they determine that such a change would be in the best interests of Forward
and its shareholders. If the appointment is not ratified, the Board will
consider its options.
A representative of CohnReznick
LLP is not expected to be
present at the Annual Meeting.
The Board recommends a vote “For” this
proposal.
The Audit
Committee, which currently consists of Sangita
Shah, Sharon Hrynkow, and Howard Morgan, reviews Forward’s financial reporting process on
behalf of the Board and administers our engagement of the independent
registered public accounting firm. The Audit Committee meets with the
independent registered public accounting firm, with and without management
present, to discuss the results of its examinations, the evaluations of our
internal controls, and the overall quality of our
financial reporting. Management has the primary responsibility for the
financial statements and the reporting process, including the system of
internal controls.
The Audit Committee has met and held discussions with management and CohnReznick. Management represented to the Audit Committee that our financial
statements were prepared in accordance with generally accepted accounting
principles and the Audit Committee has reviewed and discussed the financial
statements with management and CohnReznick. The Audit Committee
reviewed with CohnReznick its judgments as to the quality, not
just the acceptability, of our accounting principles and such other matters as
are required to be discussed with the Audit Committee under auditing standards
generally accepted in the United States.
Audit Committee Report
The Audit Committee has:
-
reviewed and discussed
the audited financial statements with management;
-
met privately with the
independent registered public accounting firm and discussed matters required by
Statement on Auditing Standard No. 16, Communications with Audit Committees, as adopted by the Public Company Accounting
Oversight Board, which we refer to as the “PCAOB”;
-
received the written
disclosures and the letter from the independent registered public accounting
firm, as required by the applicable requirements of the PCAOB regarding the
independent registered public accounting firm’s
communications with the Audit Committee concerning independence, and has
discussed
with
its independent registered public accounting firm
its independence from us; and
-
in reliance on the
review and discussions referred to above, the Audit Committee recommended to
the Board that the audited financial statements be included in the Annual
Report on Form 10-K for the fiscal year ended
September 30, 2015 filed with the SEC.
This report is submitted by the Audit Committee.
Sangita Shah
Sharon Hrynkow
Howard Morgan
The above Audit Committee Report is not deemed to be “soliciting
material,” is not “filed” with the SEC and is not to be incorporated by
reference in any filings that Forward files with the SEC.
It is not the duty of the Audit Committee to determine that Forward ’s
financial statements and disclosures are complete and accurate and in
accordance with generally accepted accounting principles or to plan or conduct
audits. Those are the responsibilities of management and Forward ’s independent
registered public accounting firm. In giving its recommendation to the Board,
the Audit Committee has relied on: (1) management’s representations that
such financial statements have been prepared with integrity and objectivity and
in conformity with GAAP; and (2) the report of Forward independent
registered public accounting firm with respect to such financial statements.
Audit
Committee’s Pre-Approval Policy
The Audit Committee pre-approves all audit and permissible non-audit services
on a case-by-case basis. In its review of non-audit services, the Audit
Committee considers whether the engagement could compromise the independence of
our independent registered public accounting firm, and whether the reasons of
efficiency or convenience is in our best interest to engage our independent
registered public accounting firm to perform the services.
Principal
Accountant Fees and Services
All of the services
provided and fees charged by CohnReznick LLP were
approved by our Audit Committee. The following table shows the fees paid to CohnReznick LLP, our principal accountant for the
fiscal years ended September 30, 2015 and 2014.
|
|
Fiscal
2015
($)
|
|
Fiscal
2014
($)
|
|
|
|
Audit Fees (1)
|
|
|
206,500
|
|
|
232,675
|
Audit Related Fees
|
|
|
—
|
|
|
—
|
Tax Fees
|
|
|
—
|
|
|
—
|
All Other Fees
|
|
|
—
|
|
|
—
|
Total
|
|
|
206,500
|
|
|
232,675
|
———————
(1) Audit fees – these fees relate
to the audit of our annual financial statements and the review of our interim
quarterly financial statements.
OTHER MATTERS
Forward has no knowledge of any other matters that may come before the
Annual Meeting and does not intend to present any other matters. However, if
any other matters shall properly come before the Meeting or any adjournment,
the persons soliciting proxies will have the discretion to vote as they see fit
unless directed otherwise.
If you do not plan to attend the Annual Meeting, in order that your
shares may be represented and in order to assure the required quorum, please
sign, date and return your proxy promptly. In the event you are able to attend
the Annual Meeting, at your request, Forward will cancel your previously
submitted proxy.
Annex A
|
FORWARD INDUSTRIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS – JANUARY 20,
2016 AT 10:00 AM
|
|
|
|
VOTING INSTRUCTIONS
|
If you vote by phone or internet, please
DO NOT mail your proxy card.
|
|
|
MAIL:
|
Please mark, sign, date, and return this Proxy Card
promptly using the enclosed envelope.
|
|
PHONE:
|
Call 1 (800) 690-6903
|
|
INTERNET:
|
https://www.proxyvote.com
|
Control ID:
Proxy ID:
Password:
|
MARK “X” HERE IF YOU PLAN TO ATTEND THE
MEETING: ¨
|
MARK HERE FOR ADDRESS CHANGE ¨ New
Address (if applicable):
____________________________
____________________________
____________________________
IMPORTANT: 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 full
corporate name by duly authorized officer, giving full title as such. If
signer is a partnership, please sign in partnership name by authorized
person.
Dated: ________________________, 201___
|
|
(Print Name of Shareholder and/or Joint
Tenant)
|
|
(Signature of Shareholder)
|
|
(Second Signature if held jointly)
|
The shareholder(s) hereby appoints Terence Wise and Michael Matte, or either of them, as proxies, each with
the power to appoint his substitute, and hereby authorizes them to represent
and to vote, as designated on the reverse side of this ballot, all of the
shares of voting stock of FORWARD INDUSTRIES, INC. that
the shareholder(s) is/are entitled to vote at the Annual Meeting of
Shareholder(s) to be held at 10:00 a.m., New York time on January 20,
2016, at Forward’s headquarters, located at 77 Rosemary
Avenue, Suite 219, West Palm Beach, Florida 33401, and any
adjournment or postponement thereof.
This proxy, when properly executed, will be voted in
the manner directed herein. If no such direction
is made, this proxy will be voted “FOR” all of the nominees in Proposal 1 and
“FOR” Proposal 2. If any other business is presented at the meeting, this
proxy will be voted by the above-named proxies at the direction of the Board of
Directors. At the present time, the Board of Directors knows of no other
business to be presented at the meeting.
Proposal:
1. To elect
members to Forward’s Board of Directors.
|
|
|
|
|
|
N.
Scott Fine
|
FOR
☐
|
WITHHELD
☐
|
Sangita
Shah
|
FOR
☐
|
WITHHELD ☐
|
|
|
|
|
|
|
Sharon
Hrynkow
|
FOR☐
|
WITHHELD ☐
|
Terence
Wise
|
FOR
☐
|
WITHHELD ☐
|
|
|
|
|
|
|
Howard
Morgan
|
FOR☐
|
WITHHELD ☐
|
|
|
|
|
|
|
|
|
|
|
|
2. To ratify the appointment of Forward’s
independent registered public accounting firm for fiscal 2016.
|
FOR
☐
AGAINST
☐
ABSTAIN
☐
|
Control ID:
Proxy ID:
Password:
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