Catherine Miller Trust C; (vi) 300 shares of common stock owned by
Kimberley S. Miller GST Trust DTD 12/17/1992;
(vii) 26,105 shares of common stock owned by LIMFAM LLC;
(viii) 1,359 shares of common stock owned by Lloyd I. Miller Trust
A-1; (ix) 25,686 shares of common stock owned by Susan F. Miller
Spousal Trust A-4; (x) 25,685 of common stock owned by Miller
Family Education and Medical Trust (xi) 300 shares of common stock
owned by Lloyd I. Miller, III Irrevocable Trust DTD 12/31/91; (xii)
59,490 shares of common stock owned by Lloyd I. Miller, III
Revocable Trust DTD 01/07/97; (xiii) 3,128 shares of common stock
owned by MILFAM I L.P.; (xiv) 123,619 shares of common stock owned
by MILFAM II L.P.; (xv) 2,274 shares of common stock owned by
MILFAM III LLC; (xvi) 1,801 shares of common stock owned by Susan
F. Miller, (xvii) 149,854 shares of common stock owned by Alimco
and (xviii) 320,000 shares that may be acquired within 60 days of
May 13, 2022 pursuant to exercise of the Alimco Warrant.
Mr. Subin is the President and Manager of MILFAM LLC, which
serves as manager, general partner, or investment advisor of a
number of the foregoing entities formerly managed or advised by the
late Lloyd I. Miller, III, and he also serves as trustee of a
number of a number of the foregoing trusts for the benefit of the
family of the late Mr. Lloyd I. Miller, III, consequently, he
may be deemed the beneficial owner of the shares specified in
clauses (i) through (xvi) of the preceding sentence.
Mr. Subin disclaims beneficial ownership of any shares other
than to the extent he may have a pecuniary interest therein.
The Schedule 13D also discloses 1,612,932 shares of common stock
with shared voting power. This amount represents the aggregate
number of shares beneficially owned by the parties to the voting
agreement, including 320,000 shares of common stock of the Company
issuable upon exercise of warrants.
(2)
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Based on Form 5, filed February 21, 2017, by The Robert J
Higgins TWMC Trust. This excludes shares beneficially owned by
RJHDC, LLC, an affiliate of The Robert J Higgins TWMC Trust,
because The Robert J Higgins TWMC Trust disclaims the existence of,
and membership in, a “group” under Section 13(d)(3) that may arise
as a result of the Higgins Family’s interest in both entities. The
Robert J Higgins TWMC Trust disclaims beneficial ownership of any
shares owned by RJHDC, LLC other than to the extent the Higgins
Family may have a pecuniary interest therein.
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Item 1. Election of
Directors
The Board of Directors (also referred to herein as the “Board”) has
nominated three candidates for election as directors to hold office
(subject to the Company’s Bylaws) for a one-year term expiring at
the 2023 annual meeting of shareholders and until their successors
have been elected and qualified.
The nominees will be elected by a plurality of the votes cast at
the Annual Meeting in person or by proxy on the proposal.
If the nominees listed below should become unavailable for any
reason, which management does not anticipate, the proxy will be
voted for any substitute nominee who may be selected by the
Nominating and Corporate Governance Committee of the Board prior to
or at the Annual Meeting or, if no substitute is selected prior to
or at the Annual Meeting, for a motion to reduce the membership of
the Board to the number of nominees available. The information
concerning the nominees and their security holdings has been
furnished by them to the Company.
The biographies of each of the Directors contain applicable
information regarding the person’s service as a director, business
and other professional experience, director positions held
currently or at any time during the last five years, and the
experiences, qualifications, attributes or skills that caused the
Board to determine that the person should serve as a director for
the Company. The Company believes that the backgrounds and
qualifications of its directors, considered as a group, should
provide the Company and the Board with diverse business and
professional capabilities, along with the experience, knowledge and
other abilities that will allow the Board to fulfill its
responsibilities. See “Related Party Transactions” for additional
information regarding certain relationships between our directors
and the Company and certain voting arrangements with respect to the
election of directors.
Nominees for Election as Directors
Jonathan Marcus has been the
Chief Executive Officer of Alimco Financial Corporation since March
2019. Prior to March
2019, Mr. Marcus was a managing member and co-founder of
Broadbill Partners, L.P., a fund focused on special situations and distressed
securities. Prior to Broadbill’s inception in 2011, he was the
chief investment officer
of Cypress Management, L.P., the predecessor fund to Broadbill,
which he founded in 1995 to specialize in investing in distressed
securities. Jon’s career also includes extensive investment banking
and financial advisory
work at Prudential-Bache Securities and Credit Suisse First Boston,
with a substantial focus advising financially troubled companies or
their creditors. Jon currently serves on the boards of directors
of Alimco and Anacomp,
Inc.
W. Michael Reickert has been the
managing member of Independent Family Office, LLC since 2005.
Prior to founding
Independent Family Office in 2005, Mr. Reickert was employed
by The Ayco Company, LP. From 1986 to 2004 in various positions, including
Executive Vice President. Mr. Reickert provides the Board
with financial and
investment expertise. Mr. Reickert is a trustee of the Robert
J. Higgins TWMC Trust, which is one of our largest shareholders and is also
trustee of various other trusts.