DEF 14A
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def14a2011proxy.txt
DEFINITIVE PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
UNITES 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. ____)
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement
( ) Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Subsection 240.14a-12
PISMO COAST VILLAGE, INC.
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(Name of the Registrant as Specified in its Charter)
NOT APPLICABLE
--------------
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required.
( ) Fee computed on table below per Exchange Act Rules 14a-
6(i)(1) and 0-11.
1. Title of each class of securities to which transaction
applies: _____
2. Aggregate number of securities to which transaction
applies: _____
3. Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and
state how it was determined): _____
4. Proposed maximum aggregate value of transaction: _____
5. Total fee paid: _____
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1. Amount Previously Paid: _____
2. Form, Schedule or Registration Statement No.: _____
3. Filing Party: _____
4. Date Filed: _____
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PISMO COAST VILLAGE, INC.
165 South Dolliver Street
Pismo Beach CA 93449
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IMPORTANT . . . SEND IN YOUR PROXY
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It is requested that you read the enclosed materials, then
date, fill and sign the enclosed Proxy and return it
promptly. This will save the expense of follow-up letters,
telephone calls and further solicitation.
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF
PISMO COAST VILLAGE, INC.
NOTICE IS HEREBY GIVEN that, pursuant to the call of the Board of
Directors, an Annual Meeting of Shareholders (the "Meeting") of
PISMO COAST VILLAGE, INC. (the "Company") will be held at the
South County Regional Center, 800 West Branch Street, Arroyo
Grande, California 93420 on January 15, 2011, at 9:00 a.m. for
the purpose of considering and voting on the following matters:
1. Election of Directors. Electing eighteen (18) persons to the
Board of Directors to serve until the 2012 Annual Meeting or
until their successors are elected and have qualified. The
persons nominated by the Board to serve as Directors are:
Benedict, Louis Hickman, Glenn
Brittain, Kurt Hughes, Terris
Buchaklian, Harry Nelson, Garry
Enns, Rodney Nunlist, Ronald
Eudaly, Douglas Pappi, Jr., George
Fischer, William Pettibone, Jerald
Hardesty, Wayne Plumley, Dwight
Harris, R. Elaine Willems, Gary
Hearne, Dennis Williams, Jack
2. Selection of Auditor. To vote upon a resolution of the Board
of Directors of the Company to approve the selection of Brown
Armstrong Accountancy Corporation to serve as independent
certified public accountant for the Company for fiscal year
2010 - 2011.
3. Other Business. To transact such other business as may
properly come before the Meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on
December 1, 2010, as the record date for determination of
shareholders entitled to notice of, and to vote at, the Meeting.
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NOMINEES TO BOARD OF DIRECTORS FOR ELECTION AS DIRECTORS
At the Annual Meeting, a Board of Directors, consisting of 18
members, will be elected for the ensuing year. Each director will
serve until the next meeting of shareholders and until his or her
successor is elected and qualifies.
The Board of Directors has proposed 18 individuals for election
as directors of the Company.
If the conditions which would allow cumulative voting are
satisfied, the Board of Directors solicits discretionary
authority to cumulate votes and unless authority to vote for a
director is withheld on the Proxy card, the proxy holders will
cast the votes represented by the Board of Directors' proxies for
the nominees proposed by the Board of Directors and will not vote
for any other nominees.
You are urged to vote in favor of each of the proposals by so
indicating on the enclosed Proxy and by signing and returning the
enclosed Proxy as promptly as possible, whether or not you plan
to attend the Meeting in person. THE ENCLOSED PROXY IS SOLICITED
BY THE COMPANY'S BOARD OF DIRECTORS. Any shareholder giving a
Proxy may revoke it prior to the time it is voted by notifying
the Vice President - Secretary, in writing, to that effect, by
filing with him a later dated Proxy, or by voting in person at
the Meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF
PROXY MATERIALS FOR THE SHAREHOLDER MEETING
TO BE HELD ON JANUARY 15, 2011:
THE PROXY STATEMENT AND ANNUAL REPORT ON FORM 10-K ARE
AVAILABLE AT WWW.PISMOCOASTVILLAGE.COM/HISTORY.HTML.
By Order of the Board of Directors,
/s/ KURT BRITTAIN
Kurt Brittain, Vice President - Secretary
Dated: December 15, 2010
165 South Dolliver Street
Pismo Beach, California 93449
(805) 773-5649
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PISMO COAST VILLAGE, INC.
165 South Dolliver Street
Pismo Beach, California 93449
PROXY STATEMENT
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held Saturday, January 15, 2011
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GENERAL INFORMATION
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This Proxy Statement is furnished in connection with the
solicitation of proxies for use at the Annual Meeting of
Shareholders (the "Meeting") of Pismo Coast Village, Inc. (the
"Company") to be held at the South County Regional Center, 800
West Branch Street, Arroyo Grande, California 93420, at 9:00 a.m.
on Saturday, January 15, 2011, and all adjournments thereof.
It is expected that this Proxy Statement and accompanying Notice
and form of proxy will be mailed to shareholders on or about
December 15, 2010.
The matters to be considered and voted upon at the Meeting will
include:
1. Election of Directors. Electing eighteen (18) persons to the
Board of Directors to serve until the 2012 Annual Meeting or
until their successors are elected and have qualified. The
persons nominated by the Board to serve as Directors are:
Benedict, Louis Hickman, Glenn
Brittain, Kurt Hughes, Terris
Buchaklian, Harry Nelson, Garry
Enns, Rodney Nunlist, Ronald
Eudaly, Douglas Pappi, Jr., George
Fischer, William Pettibone, Jerald
Hardesty, Wayne Plumley, Dwight
Harris, R. Elaine Willems, Gary
Hearne, Dennis Williams, Jack
2. Selection of Auditor. To vote upon a resolution of the Board
of Directors of the Company to approve the selection of Brown
Armstrong Accountancy Corporation to serve as independent
certified public accountant for the Company for fiscal year
2010 - 2011.
3. Other Business. To transact such other business as may
properly come before the Meeting and any adjournments thereof.
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REVOCABILITY OF PROXY
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A Proxy for use at the Meeting is enclosed. Any shareholder who
executes and delivers such Proxy has the right to revoke it, at
any time before it is exercised, by filing with the Vice
President - Secretary of the Company an instrument revoking it,
or a duly executed Proxy bearing a later date. In addition, the
powers of the proxy holders will be revoked if the person
executing the Proxy is present at the Meeting and elects to vote
in person. Subject to such revocation or suspension, all shares
represented by a properly executed Proxy received in time for the
Meeting will be voted by the proxy holders, in accordance with
the instructions on the Proxy. IF NO INSTRUCTION IS SPECIFIED
WITH REGARD TO A MATTER TO BE ACTED UPON, THE SHARES REPRESENTED
BY THE PROXY WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS
OF MANAGEMENT AND IN FAVOR OF SUCH MATTER.
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PERSONS MAKING THE SOLICITATION
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THIS SOLICITATION OF PROXIES IS BEING MADE BY THE BOARD OF
DIRECTORS OF THE COMPANY. The expense of preparing, assembling,
printing and mailing this Proxy Statement and the material used
in the solicitation of Proxies for the Meeting will be borne by
the Company. It is contemplated that proxies will be solicited
principally through the use of the mail, but officers, directors,
and employees of the Company may solicit Proxies personally or by
telephone, without receiving special compensation.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
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There were issued and outstanding 1,789 shares of the Company's
common stock on December 1, 2010, which has been fixed as the
record date for the purpose of determining the shareholders
entitled to notice of, and to vote at, the Meeting (the "Record
Date"). Each holder of the Company's common stock will be
entitled to one vote, in person or by Proxy, for each share of
common stock held of record on the books of the Company as of the
Record Date, on any matter submitted to the vote of the
shareholders, except in the election of Directors, where
cumulative voting is permitted. See "Cumulative Voting" on page 3
hereof.
The presence in person or by Proxy of the holders of 33.33% (one-
third) of the outstanding shares of stock entitled to vote at the
Annual Meeting will constitute a quorum for the purpose of
transacting business at the Meeting.
If the enclosed Proxy is completed in the appropriate spaces,
signed, dated and returned, the Proxy will be voted as specified
in the Proxy. If no specification is made as to any individual
matter to be acted upon, on a signed, dated and returned Proxy,
it will be voted at the discretion of the proxy holders and in
accordance with the recommendations of management. As to any
matters properly brought before the shareholders at the Meeting
which are not specifically described on the proxy, all duly
signed, dated and returned proxies will be voted in accordance
with the recommendations of management in such matters.
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ELECTION OF DIRECTORS OF COMPANY (Proposal 1)
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The Bylaws of the Company provide that the number of directors
shall be eighteen (18) until changed by an amendment to the
Articles of Incorporation or by the Bylaws duly adopted by the
Company's shareholders. Pursuant to Section 3.2.3 of the Bylaws,
in order to be elected as a Director of the Company, an
individual must own at least one share of the Common Stock of the
Company. At the Annual Meeting, eighteen (18) directors (the
entire Board of Directors) are to be elected to serve until the
next Annual Meeting of the Shareholders or until their successors
are elected and qualified.
A shareholder may withhold authority for the proxy holders to
vote for any one or more of the nominees identified below by so
indicating on the enclosed Proxy in the manner instructed on the
proxy. Unless authority to vote for the nominees is so withheld,
the proxy holders will vote the proxies received by them for the
election of the nominees identified below as directors of the
Company. Proxy holders do not have an obligation to vote for
nominees not identified on the preprinted card (that is, write-in
candidates). Should any shareholder attempt to "write in" a vote
for a nominee not identified on the preprinted card (and
described in these proxy materials), the proxy holders will NOT
vote the shares represented by that proxy for any such write-in
candidate, but will instead vote the shares for any and all other
validly indicated candidates. If any of the nominees should be
unable or decline to serve, which is not now anticipated, the
proxy holders shall have discretionary authority to vote for a
substitute who shall be designated by the present Board of
Directors to fill the vacancy. In the event that additional
persons are nominated for election as directors, the proxy
holders intend to vote all of the proxies received by them in
such a manner, in accordance with cumulative voting, as will
assure the election of as many of the nominees identified below
as possible. In such event, the specific nominees to be voted for
will be determined by the proxy holders, in their sole
discretion.
None of the directors or executive officers of the Company were
selected pursuant to any arrangement or understanding between
themselves and any other individual (other than arrangements or
understandings with directors or officers acting solely in their
capacities as such). There is no familial relationship among any
of the directors, executive officers of the Company, or the
nominees for such offices, and except as noted below, none serves
as directors of any company which has a class of securities
registered under, or which is subject to the periodic reporting
requirements of the Securities Exchange Act of 1934 or any
investment company registered under the Investment Company Act of
1940.
VOTING RIGHTS -- CUMULATIVE VOTING
All voting rights are vested in the holders of the common stock
of the Company, each share being entitled to one vote, except
with respect to the election of directors, as to which cumulative
voting applies as described below.
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California law provides that a shareholder of a California
corporation, or his/her proxy, may cumulate votes in the election
of Directors. That is, each shareholder may cast that number of
votes equal to the number of shares owned by him or her,
multiplied by the number of Directors to be elected, and he or
she may cumulate such votes for a single candidate or distribute
such votes among as many candidates as he or she deems
appropriate.
Certain affirmative steps must be taken by the shareholders of
the Company in order to be entitled to vote their shares
cumulatively in the election of Directors. At the shareholders'
meeting at which Directors are to be elected, no shareholder
shall be entitled to cumulate votes (i.e., cast for any one or
more candidates a number of votes greater than the number of the
shareholder's shares) unless the candidates' names have been
placed in nomination prior to the commencement of the voting and
at least one shareholder has given notice prior to commencement
of the voting of the shareholder's intention to cumulate votes.
If any shareholder has given such notice, then every shareholder
entitled to vote may cumulate votes for candidates in nomination
and give one candidate a number of votes equal to the number of
Directors to be elected multiplied by the number of votes to
which that shareholder's shares are entitled, or distribute the
shareholder's votes on the same principle among any or all of the
candidates, as the shareholder thinks fit. The candidates
receiving the highest number of votes, up to the number of
Directors to be elected, shall be elected.
It is intended that shares represented by proxies in the
accompanying form will be voted for the election of persons
nominated by management. Although the Board of Directors does not
know whether there will be any nominations for directors other
than those nominated by management, as set forth below, if any
such nomination is made, or if votes are cast for any candidates
other than those nominated by the Board of Directors, the persons
authorized to vote shares represented by executed proxies in the
enclosed form (if authority to vote for the election of Directors
or for any particular nominee is not withheld) will have full
discretion and authority to vote cumulatively and allocate votes
among any or all of the nominees of the Board of Directors in
such order and in such numbers as they may determine in their
sole discretion, provided all the above-listed requirements are
met.
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DIRECTORS AND EXECUTIVE OFFICERS
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The following table sets forth as to each current Director (each
of whom has been nominated for reelection as a Director of the
Company at the upcoming Meeting) and as to each new nominee for
office, such person's age, such person's principal occupations
during the past five years, the period during which such person
has served as a Director of the Company, and other pertinent
information. Pursuant to California law and the Bylaws of the
Company, Directors shall be elected at each Annual Meeting of the
shareholders and hold office until the next Annual Meeting. All
of the nominees, except as designated, were elected as Directors
of the Company at the 2010 Annual Meeting of the Company's
Shareholders. The following table also sets forth such
information as to the executive officers of the Company (each of
whom also currently serves as a Director) and other key
employees. Each of the executive officers of the Company is
appointed by and serves at the pleasure of the Board.
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LOUIS BENEDICT, Director Age 83
Louis Benedict served in the U. S. Navy from 1944 to 1946, and
again during the Korean War, from 1952 to 1953. He attended the
University of Southern California, majoring in electrical
engineering, and following that earned a B.S. degree in
electrical engineering at the University of Colorado. Mr.
Benedict was employed from 1957 to 1962 as a project engineering
manager with Lockheed Missiles and Space, from 1962 to 1964 as a
vice president with William A. Revelle Corporation, and from 1964
to 1966 as an engineering section manager with Lockheed Missiles
and Space. From 1966 to 1975, he was employed as the director of
subcontract administration with Litton Industries, from 1975 to
1994 as vice president of contract administration for Datametrics
Corporation, and from 1994 until his retirement in 1998 as a
consultant in the field of U. S. defense contracts
administration. Mr. Benedict has served on the Board of Directors
since November 2002.
KURT BRITTAIN, Director and Vice President - Secretary Age 80
After his Marine Corps service, Mr. Brittain was employed for
more than thirty-three years by Orange County, California, prior
to his retirement in 1986. His background includes public works,
flood control and manager of the county's harbors, beaches and
parks system. He was in charge of three harbors, seven beaches
and more than twenty-six parks, three of which were camping
parks. He has completed extension courses in business
administration, management, recreation and real estate. Mr.
Brittain has been a member of the Board from March 1990 to July
1999 and from January 2002 to present, serving one year as Vice
President - Administration and five years as Executive Vice
President. He is currently serving a ninth year as Vice President
- Secretary.
HARRY BUCHAKLIAN, Director Age 78
Harry Buchaklian has a B.A. degree from C.S.U.F. in industrial
arts, and a secondary level teaching credential in laboratory
electronics and small engine repair. His career included
employment as an assistant manager with Western Auto Stores,
electronics instructor at Fresno Technical College and technical
supervisor for Sears Roebuck. He retired from Sears Roebuck in
1994. He has been a member of the Board from March 1981 to
January 1992 and from September 1995 to present, serving one year
as Executive Vice President, and as a chairman of the Policy and
Audit Committees. Mr. Buchaklian is currently chairman of the
Environmental, Health and Safety Advisory Committee.
RODNEY ENNS, Director Age 57
Rodney Enns has a B.S. in computer engineering from California
State University, Fresno, and a secondary math teaching
credential from the state of California. He was president, owned
and operated, Ennsbrook Ent., an incorporated poultry enterprise,
from 1975 to 1995. Mr. Enns then worked as an electrical engineer
at Voltage Multiplers, Inc., and was promoted to senior engineer
before leaving in August 2005. He is currently teaching high
school mathematics at Mission Oak High School in Tulare,
California. He has been a member of the Board of Directors since
November 2007.
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DOUGLAS EUDALY, Director Age 79
Douglas Eudaly has an associate of arts degree from Fresno City
College in elementary education, and a bachelor's degree in
elementary education from Fresno State College. He has done
doctoral studies at Nova University in Ft. Lauderdale, Florida,
and received a Ph.D. from Clayton Theological Institute in
Clayton, California. He holds life teaching credentials for
elementary and junior high schools, and administrative
credentials for preschool through adult school. In 1991 Dr.
Eudaly retired from the Fresno Unified School District with
thirty-one years of service credit--the last five years as
program director for the Disability Awareness Program. He was
president of the Fresno Teachers' Association in 1970-1971, as
well as chairman of the district's negotiating council and served
one term as chief negotiator. He served three years as president
of the board of directors for Friendship Center for the Blind,
and as chairman of several advisory committees for food banks and
other nonprofit organizations. He served more than three years as
the deacon chairman at the Evangelical Free Church of Fresno. Dr.
Eudaly has served on the Board since January 2002.
WILLIAM FISCHER, Director Age 77
William (Bill) Fischer and his spouse Joy reside in Simi Valley.
He served four years in the U. S. Air Force during the Korean
War. He is a graduate of California State University, Northridge,
with a B.S. degree in accounting. He worked in the aerospace,
entertainment and public utility industries until 1969 when he
was hired by Getty Oil Company's corporate office as an
accounting supervisor. Texaco, Inc. acquired Getty Oil in 1985,
and he was promoted to Manager of Benefits Plan's Accounting. Mr.
Fischer was responsible for the Savings/Thrift, 401(k), and ESOP
Plans administration until 1989 when he elected early retirement.
He was a financial consultant to various companies until 2006.
Mr. Fischer also was active in residential real estate from 1989
to 1997, and currently has an active real estate broker's
license. He is a member of the Veterans of Foreign Wars, Elks,
Moose, and Knights of Columbus organizations. He looks forward to
contributing his financial background to the Board. Mr. Fischer
has been on the Board since January 2002.
WAYNE HARDESTY, Director Age 76
Wayne Hardesty graduated from Arizona State University in 1955.
He was commissioned an Ensign from the Naval Office Candidate
School in Newport, Rhode Island in 1956, and was immediately
assigned to the Navy Area Audit Office in Los Angeles for duty at
U.S.C. and General Dynamics-Pomona. He entered civil service in
1959, and remained with the Audit Office until 1973, at which
time he became a price analyst for the U. S. Air Force at Norton
Air Force Base working on the Minuteman Project. Mr. Hardesty
received his MBA from Southern Illinois University in 1980. He
retired from civil service in 1988 and became self-employed,
primarily in tax preparation for both individual and business
returns. He became a licensed Enrolled Agent in 1989 and
currently operates Hardesty Financial Services in Ontario,
California. Mr. Hardesty has been a member of the Board since
September 2008.
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R. ELAINE HARRIS, Director Age 72
R. Elaine Harris retired in 1990 from Pacific Telephone with
thirty-one year's service, starting in the business office, then
advancing to facility administrator the last ten years of that
time. She was active with the Jaycettes Club and has worked on
several political campaigns. She is now enjoying retirement and
feels very blessed serving on the Board since January 2000. She
is looking forward to continuing serving the shareholders.
DENNIS HEARNE, Director Age 72
Dennis Hearne holds an A.A. degree in business administration
from Hartnell Junior College. He served two years in the Navy.
Prior to retirement, he was employed in a family agriculture
business, L. A. Hearne Company, located in the Salinas Valley for
thirty-seven years, and presently serves as the company's
chairman of the board. Mr. Hearne has also served on the board of
directors of the California Feed and Grain Association in
Sacramento and the California Crop Improvement Association in
Davis. He is a member of Knights of Columbus, serving as
treasurer and financial secretary for fifteen years. Mr. Hearne
is a volunteer fireman with more than thirty-five year's service
in King City, and is the fire department's treasurer. He has been
a member of the Board of Directors since September 2006.
GLENN HICKMAN, Director and Executive Vice President Age 77
Glenn Hickman has a B.A. in business and a secondary teaching
credential from Fresno State University. His occupation prior to
retirement in 1995 was as a financial analyst and office
supervisor for Cal Resources, a subsidiary of Shell Oil Company.
Mr. Hickman has been a member of the Board since July 1999 and is
currently serving a ninth year as Executive Vice President.
TERRIS HUGHES, Director Age 61
Terris (Terry) Hughes holds an A.A. degree from Bakersfield
Junior College in police science. He was employed by Cal
Resources LLC for twenty-three years, from 1973 to 1997, holding
the position of senior training technician for the last ten years
of that time. He is currently employed as an internal consultant
for Aera Energy LLC, an oil industry company formed in 1997
between the Shell Oil and Mobil Oil Corporations. His duties are
to serve as a behavior base safety advisor and provide safety
training to Aera Energy LLC employees. Mr. Hughes has been a
member of the Board since January 1996 and served one year as
Vice President - Policy.
GARRY NELSON, Director Age 60
Garry Nelson is the President and General Manager of Vintage
Nurseries, which specializes in grapevines and pomegranates. A
graduate of Cal Poly San Luis Obispo, Mr. Nelson has been
involved in agriculture for more than thirty-six years. Prior to
his employment at Vintage Nurseries, he was vice president and
chief operating officer for Belridge Farms for many years. Mr.
Nelson has served on the Shafter City Council for the past
seventeen years, serving as mayor for six of those years, and was
recently reelected for a fifth four-year term. He has also served
on the board of Bakersfield Memorial Hospital Foundation and on
numerous agricultural industry boards. Mr. Nelson has served on
the Board since November 2008.
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RONALD NUNLIST, Director and Vice President - Operations Age 72
Ronald Nunlist was employed in the oil business for many years.
From 1995 to 1997, he was employed as an operations foreman by
Cal Resources LLC, an oil industry company owned by Shell Oil
Corporation. From 1997 until his retirement in 1999, Mr. Nunlist
was employed as a logistics specialist by Aera Energy LLC, an oil
industry company formed between the Shell Oil and Mobil Oil
Corporations. Mr. Nunlist presently serves as a planning
commissioner for the City of Shafter, California. He has been a
member of the Board since January 1986, serving five years as
President, and is currently serving a ninth year as Vice
President - Operations.
GEORGE PAPPI, JR., Director Age 48
Mr. Pappi's current occupation is as a fire claims representative
for State Farm Insurance. Other positions held during his twenty
years of employment with State Farm Insurance include office
manager, property and bodily injury adjustor, fire and casualty
(with extensive construction background), risk management and
commercial insurance. He graduated from Cal Poly Pomona with a
B.S. in management and human resources. He resides in La Verne,
California, and is actively involved in local community and
church activities and the United Way organization. Mr. Pappi has
been a member of the Board of Directors since January 2004.
JERALD PETTIBONE, Director and President Age 84
Jerry Pettibone sold and retired from his company, Pettibone
Signs, in Santa Cruz in 1988. He started the company which
operated statewide in 1960. Active in trade associations, he
served on the board of directors of the National Electric Sign
Association, and on the board of directors of the World Sign
Association, serving as national president in 1985 and 1986. He
served on the board of directors of the California Electric Sign
Association for twenty-two years and was elected a director
emeritus. He has been a member of the Board since January 1993,
including three years as Chief Financial Officer, and is
currently serving a fourteenth year as President.
DWIGHT PLUMLEY, Director Age 57
Dwight Plumley attended College of the Sequoias studying
electronic engineering and construction real estate. In 1973, he
started in the produce equipment industry working for Packers
Manufacturing Inc. as a service and installation supervisor. In
1979, he became employed by Pennwalt Corporation, an
international equipment producer, as a project manager and
supervisor. Mr. Plumley purchased Packers Manufacturing Inc. in
1987, and, as President, produces fruit and vegetable packing and
processing systems, from small to multimillion dollar projects,
nationwide and internationally. He has also served on the board
of directors for Yosemite Bible Camp, a 60-acre facility for up
to 350 campers and staff from 1994 to 2006, and served as church
Deacon from 1984 to 2004. Mr. Plumley has been a member of the
Board of Directors since January 2010.
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GARY WILLEMS, Director Age 56
Gary Willems holds a B.A. degree in music education and a
California life teaching credential from Fresno Pacific
University. Since July 1, 2007, Mr. Willems has been employed as
the Visual and Performing Arts Coordinator and is also the
Administrator at the Dunlap Leadership Academy Charter School (an
on-line High School) at Kings Canyon Unified School District.
Prior to that, he was a Band Director for thirty years in the
Dinuba/Reedley area, and was also Head Marching Band Director of
the Reedley High School Band from 1985 to 2007. He is an active
member of the California Band Directors' Association and is the
past president of Fresno and Madera counties' Music Educators'
Association. Mr. Willems has served on the Board of Directors
since January 2001.
JACK WILLIAMS, Director, Chief Financial Officer and
Vice President - Finance Age 60
Mr. Williams graduated from San Diego State University in 1974
with a B.S. in accounting. Following that, he has been employed
in the field of accounting in a variety of industries, including
agriculture, construction, heavy equipment sales, and
manufacturing. He was employed as a financial analyst by Texaco
Oil Corporation in the Bakersfield area from 1997 until 1999, and
as Chief Financial Officer for Goodwill Industries of
South-Central California from March 2000 to November 2004. Mr.
Williams was an interim-controller for Diversified Utilities
Services, a position he held from April 2005 to December 2005. He
established his own C.P.A. practice in 1983, which he continues
to own and operate. Mr. Williams has been a member of the Board
since January 1995, and is currently serving a fourteenth year as
Chief Financial Officer and Vice President - Finance.
The Board of Directors has no reason to believe that any of the
nominees listed above will not be available to serve. However, if
any nominee should become unable or unwilling to serve, the
shares represented by proxies given to management pursuant hereto
will be voted as management may recommend.
OTHER OFFICERS AND KEY EMPLOYEES:
JAY JAMISON, Assistant Corporate Secretary and
Chief Executive Officer/General Manager Age 57
Jay Jamison has been employed by the Company since June 1997 as
General Manager and serves as Assistant Corporate Secretary. In
March 2007, the Board changed his title to Chief Executive
Officer/General Manager. He has a B.S. degree in Agricultural
Management from Cal Poly San Luis Obispo, graduating in 1976. Mr.
Jamison was raised on his family's guest ranch, Rancho Oso, in
Santa Barbara County, which included a recreational vehicle park,
resident summer camp, equestrian facilities and numerous resort
amenities. He worked on the ranch throughout his childhood and
after college. The family business was sold in 1983, at which
time Mr. Jamison was hired by Thousand Trails, Inc., a private
membership resort, as a Resort Operations Manager. His last ten
years at Thousand Trails were spent managing a 200-acre,
518-site, full-service resort near Hollister, California. He also
managed Thousand Trails resorts in Acton and Idyllwild in
Southern California. Prior to his employment with the Company,
Mr. Jamison was a General Manager with Skycrest Enterprises in
9
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Redding and managed Sugarloaf Marina and Resort on Lake Shasta in
Northern California between January 1995 and June 1997. He is a
member of the Resort and Commercial Recreation Association and is
also a member of the American Quarter Horse Association. Mr.
Jamison was appointed to and has served as a commissioner on the
Pismo Beach Conference and Visitors Bureau since February 1998,
including serving as Chair from August 1999 until February 2009.
At the National Association of RV Parks and Campground's Annual
Convention in November 1999, Mr. Jamison was appointed to the
ARVC Board of Directors representing the ten western states. At
the 2001 Annual Convention, he was elected Treasurer of the
National Association, a position he held until he termed out
December 2005. In June of 2002, Mr. Jamison was installed as a
Director on the Board for the San Luis Obispo County Chapter of
the American Red Cross, and served as Board Chairman from June
2006 until July 2008; he still remains on the Board. In February
2006, Mr. Jamison was elected to serve as a commissioner on the
California Travel and Tourism Commission, which markets
California to potential domestic and international visitors, a
position he still holds.
THE COMPANY'S DIRECTOR NOMINATIONS PROCESS
NOMINATING COMMITTEE: The Company has a standing Nominating
Committee whose task it is to actively seek out and consider
potential candidates for office on the Board of Directors. The
Nominating Committee does not have a formal charter, but operates
under the direction and authority of the Board as a whole,
pursuant to Committee Procedures adopted by the Board.
DIRECTOR NOMINATIONS: The Nominating Committee will consider as a
candidate any existing director of the Company who has indicated
to the Nominating Committee that he or she is willing to stand
for reelection, as well as any other interested shareholder who
provides the required information and displays the qualifications
and skills to effectively represent the best interests of all
shareholders within the specified time requirements. Under no
circumstances will the Nominating Committee evaluate any nominee
pursuant to a process substantially different than that used for
the other nominees for the same election or appointment of
directors. Shareholder recommendations are treated identically
with all other candidate recommendations.
The Nominating Committee solicits director candidates by word-of-
mouth and through the Corporate Newsletter. The candidates are
interviewed by two or more members of the Nominating Committee,
who then compile a list from which future candidates may be
chosen for board member nominees. In addition, the Nominating
Committee reviews the attendance and contributions of the present
seated board members. After completing this evaluation, a list of
eighteen potential nominees is selected and presented to the full
board for approval and placed on the proxy card for the annual
election.
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INDEPENDENCE OF NOMINATING COMMITTEE: Of the four directors
serving on the Nominating Committee during 2010, Douglas Eudaly,
R. Elaine Harris, and Dennis Hearne and William Fischer, all are
deemed "independent" directors, pursuant to standards of
independence promulgated by the NASD [NASD Rule 4200(a)(15)].
NOMINEES PROPOSED BY COMMITTEE: The Nominating Committee
recommended for nomination each of the candidates described
above. Each of those nominees were prior directors standing for
reelection and approved for inclusion on the recommended slate of
director nominees at the Board of Directors' meeting held
November 13, 2010.
COMMITTEES OF THE BOARD OF DIRECTORS
The only standing committees of the Company during 2010 were the
Nominating Committee, Audit Committee, Personnel and
Compensation/Benefits Committee, Finance Committee, Operations
Committee, Environmental, Health and Safety Advisory Committee,
and the Executive Committee.
The Nominating Committee, which considers the qualifications and
the composition of the Board of Directors of the Company, was
elected at a meeting of the Board of Directors held January 16,
2010, and consisted of the following members: William Fischer,
Chairperson, Douglas Eudaly, R. Elaine Harris, and Dennis Hearne.
Pursuant to the policies and procedures adopted by the Board of
Directors, the Nominating Committee considers nominees
recommended by shareholders. The Nominating Committee met four
times during 2010 and submitted its recommendations for
nominations at the upcoming Annual Meeting.
Individuals wishing to be considered as nominees for membership
on the Board of Directors for fiscal year 2012, or wishing to
nominate an individual for membership on the Board, are requested
to notify the committee in writing, delivered to the principal
office of the Company. The Nominating Committee will deliver, or
will cause to be delivered to a potential nominee, material for
use by the potential nominee in submitting specific data,
including personal history and professional skills. The resume, a
questionnaire, and a statement by or on behalf of a potential
nominee should be submitted on or before September 1, 2011, in
order to be considered by the Committee.
The Audit Committee of the Board of Directors consisted of Wayne
Hardesty, Chairman, Louis Benedict, Harry Buchaklian, Rodney
Enns, and George Pappi, Jr. The functions of the Audit Committee
include coordinating with the Company's independent accountants
in the preparation of annual financial reports and audits;
reviewing actions to be taken to comply with the auditor's
recommendations to management; and performing random reviews of
selected accounting procedures of the Company. The Audit
Committee met five times during 2010.
INDEPENDENCE OF AUDIT COMMITTEE: Of the five directors serving on
the Audit Committee during 2010, listed above, all are deemed
"independent" directors, pursuant to standards of independence
promulgated by the NASD [NASD Rule 4200(a)(15)].
11
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The Personnel and Compensation/Benefits Committee consists of
Glenn Hickman, Chair, Kurt Brittain, Terris Hughes, Jerald
Pettibone, Gary Willems and Jack Williams. The functions of the
Personnel and Compensation/Benefits Committee include negotiating
an employment contract with the Chief Executive Officer/General
Manager, review of his goals and objectives, setting compensation
for major staff, and reviewing the employee benefit program. In
addition, the Personnel and Compensation/Benefits Committee's
responsibilities include monitoring the Company's 401(k) plan and
its investment options along with the performance of the plan
manager. The Committee met twice during 2010, which included one
meeting at which the discussion pertained specifically to the
Company's 401(k) plan.
The Finance Committee consisted of Jack Williams, Chairman,
Douglas Eudaly, William Fischer, Dennis Hearne and Gary Willems.
The functions of the Finance Committee include reviewing the
Company's financial statements, drafting a three-year forecast of
finances, drafting a one-year budget, prioritizing capital
expenditures, monitoring the completion of capitalized projects,
recommending changes in rate schedules, and submitting an annual
report to the shareholders of the financial condition of the
Corporation. The Finance Committee met five times during 2010.
The Operations Committee consists of Ronald Nunlist, Chairman,
Louis Benedict, R. Elaine Harris, Terris Hughes, Garry Nelson and
Dwight Plumley. The functions of the Operations Committee include
reviewing and recommending changes in the Shareholders'
Information Manual and Calendar, reviewing and recommending
changes in the Resort's occupancy rules and regulations, updating
and recommending changes in the employee handbook, and
implementing Board policy and procedures. The Operations
Committee met four times during 2010.
The Environmental, Health and Safety Advisory Committee consisted
of Harry Buchaklian, Chairman, Rodney Enns, and Dwight Plumley.
The functions of the Environmental, Health and Safety Advisory
Committee include performing environmental-related duties, safety
reviews, and giving recommendations to the President and Chief
Executive Officer/General Manager on matters relative to
environmental and safety concerns. The Environmental, Health and
Safety Advisory Committee met five times during 2010.
The Executive Committee consists of Jerald Pettibone, Chairman,
Glenn Hickman, Kurt Brittain, Ronald Nunlist, and Jack Williams.
The functions of the Executive Committee include reviewing the
monthly business with the Chief Executive Officer/General
Manager, as well as the current financial statement. The
Executive Committee met three times during 2010.
The full Board of Directors met six times during 2010. No
director attended fewer than 75% of the total number of meetings
of the Board and of the committees of which he or she is a
member.
Although Board members are not required to attend the Annual
Meeting of Shareholders as a matter of policy, directors
regularly attend the Annual Meeting unless personal circumstances
do not so permit. All incumbent directors attended last year's
Annual Meeting of Shareholders.
12
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AUDIT COMMITTEE REPORT
The following Audit Committee Report does not constitute
soliciting material and should not be deemed filed or
incorporated by reference into any other Company filings under
the Securities Act of 1933 or the Securities Act of 1934, except
to the extent we specifically incorporate this Report by
reference.
The Audit Committee reports to the Board of Directors and is
responsible for overseeing and monitoring financial accounting
and reporting, the system of internal controls established by
management and the audit process of Pismo Coast Village.
The Audit Committee Charter adopted by the Board sets out
responsibilities, authority and specific duties of the Audit
Committee. A copy of the Audit Committee Charter is attached to
this Proxy Statement as Appendix A.
The Audit Committee has reviewed and discussed the audited
financial statements with management.
The Audit Committee has discussed with representatives of
independent auditor, Brown Armstrong Accountancy Corporation,
matters required by SAS 61 regulations.
The Audit Committee has received the written disclosures and the
letter from the independent accountants, Brown Armstrong
Accountancy Corporation, required by Independence Standards Board
Standard No. 1 and has discussed with the independent accountants
the independent accountant's independence.
Based on the review and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited
financial statements be included in the Company's annual report.
The Audit Committee members were Louis Benedict, Harry
Buchaklian, Rodney Enns, George Pappi, Jr., and Wayne Hardesty,
Chairman.
COMMON STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information concerning the
ownership of the Company's Common Stock as of December 1, 2010 by
each director and by all directors and executive officers as a
group.
NUMBER OF PERCENT
BOARD MEMBER ADDRESS SHARES OF CLASS
------------------ -------------------------- --------- --------
Louis Benedict 20955 De Mina Street 1 Share 0.056%
Woodland Hills CA 91364
Kurt Brittain 12105 Center Avenue 2 Share 0.111%
San Martin CA 95046
Harry Buchaklian 1361 East Ticonderoga Drive 1 Share 0.056%
Fresno CA 93720
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NUMBER OF PERCENT
BOARD MEMBER ADDRESS SHARES OF CLASS
------------------ ---------------------------- --------- --------
Rodney Enns 2577 Sandell Avenue 1 Share 0.056%
Kingsburg CA 93631
Douglas Eudaly 3918 North Carruth Avenue 6 Shares 0.333%
Fresno CA 93705
William Fischer 1947 Sienna Lane 1 Share 0.056%
Simi Valley CA 93065
Wayne Hardesty 8651 Foothill Boulevard #110 1 Share 0.056%
Rancho Cucamonga Ca 91730
R. Elaine Harris 3418 El Potrero Lane 2 Shares 0.111%
Bakersfield CA 93304
Dennis Hearne 45075 Merritt Street 2 Shares 0.111%
King City CA 93930
Glenn Hickman 3584 West Wathen Avenue 1 Share 0.056%
Fresno CA 93711
Terris Hughes 2426 Sunset Street 1 Share 0.056%
Wasco CA 93280
Garry Nelson 727 Acacia Street 1 Share 0.056%
Shafter CA 93263
Ronald Nunlist 1105 Minter Avenue 4 Shares 0.222%
Shafter CA 93263
George Pappi, Jr. 5728 Via De Mansion 2 Shares 0.111%
La Verne CA 91750
Jerald Pettibone 4179 Court Drive 3 Shares 0.166%
Santa Cruz CA 95062
Dwight Plumley 30467 Road 158 3 Shares 0.166%
Visalia CA 93292
Gary Willems 1103 East Egret Point 2 Shares 0.111%
Clovis CA 93619
Jack Williams 7801 Revelstoke Way 1 Share 0.056%
Bakersfield CA 93309
All Officers and
Directors as a Group 35 Shares 1.944%
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=================================================================
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
=================================================================
The following table sets forth information regarding compensation
awarded, paid to, or earned by the chief executive officer of
Pismo Coast Village, Inc. for the three years ended September 30,
2008, 2009 and 2010. No other person who is currently an
executive officer or employee of Pismo Coast Village, Inc. earned
salary and bonus compensation exceeding $100,000 during any of
those years.
SUMMARY COMPENSATION TABLE
Name and Fiscal Salary Bonus Stock Option Non-Equity Non-Qualified All other Total
Principal Year $ $ Award Awards Incentive Plan Deferred Plan Compensation $
Position $ $ Compensation Compensation $
$ $
-------------- ------ -------- ------- ------ ------ -------------- ------------- ------------ ---------
Jay N. Jamison 2010 $132,672 $25,000 $ - $ - $ - $ - $6,307 $163,979
CEO/General
Manager & 2009 $126,672 $30,800 $ - $ - $ - $ - $6,065 $163,537
Assistant
Corporate 2008 $121,800 $24,975 $ - $ - $ - $ - $5,871 $152,646
Secretary
COMPENSATION DISCUSSION AND ANALYSIS
The following Compensation Discussion and Analysis describes the
material elements of compensation for the executive officer
identified in the Summary Compensation Table contained above.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Personnel and Compensation/Benefits Committee consists of
Glenn Hickman (Chairman), who is an executive officer of the
Company serving as Executive Vice President; Kurt Brittain, who
is an executive officer and serves as Vice President - Secretary;
Terris Hughes, director of the Company; Jerald Pettibone, who is
an executive officer and serves as President and Chairman of the
Board; Gary Willems, director of the Company; and Jack Williams,
who is an executive officer of the company and serves as Chief
Financial Officer and Vice President - Finance. All of the
members of the Personnel and Compensation/Benefits Committee
during 2010 were non-employee directors. There are no other
compensation committee interlocks between the Company and other
entities involving the Company's executive officers.
COMPENSATION COMMITTEE REPORT
The Personnel and Compensation/Benefits Committee of the
Company's Board of Directors has reviewed and discussed the
Compensation Discussion and Analysis required by Item 402(b) of
Securities and Exchange Commission Regulation S-K with
management, and based on such review and discussion, the
Committee recommended to the Board of Directors that the
Compensation Discussion and Analysis be included in the Company's
10-K report.
As more fully described below, the Personnel and
Compensation/Benefits Committee, made up of members of the Board
of Directors, reviews the total direct compensation programs for
the CEO.
15
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Notably the salary and other benefits payable to the named
executive officer are set forth in an employment agreement which
is discussed below.
The CEO reviews the base salary, annual bonus and long-term
compensation levels for other employees of the Company. The
Personnel and Compensation/Benefits Committee reviews and
approves the compensation received by the CEO's direct reports.
The entire Board of Directors remains responsible for significant
changes to or adoption of new employee benefit plans.
a. CASH COMPENSATION PAYABLE TO OUR NAMED EXECUTIVE OFFICER
The named executive officer receives a base salary payable in
accordance with the company's normal payroll practices and
pursuant to a contract between this officer and Pismo Coast
Village, Inc. (which contract is described in more detail below).
Based on knowledge of the industry and Pismo Coast Village, Inc.
performance (including its earnings and stock price performance,
and successful resort operations), the Board believes that the
CEO's base salary is less than those that are received by
comparable officers with comparable responsibilities in similar
companies.
In the future, when reconsidering salaries for executives, the
Board will do so by evaluating their responsibilities, experience
and the competitive marketplace. More specifically, the Board
expects to consider the following factors in determining the
executive officers' base salaries:
* The executive's leadership and operational performance and
potential to enhance long-term value to the Company's
shareholders;
* Performance compared to the financial, operational and
strategic goals established for the Company;
* The nature, scope and level of the executive's
responsibilities;
* Competitive market compensation paid by other companies for
similar positions, experience and performance levels; and
* The executive's current salary, the appropriate balance between
incentives for long-term and short-term performance.
b. STOCK OPTION PLAN BENEFITS
Not applicable.
c. ELEMENTS OF "ALL OTHER COMPENSATION"
The amounts reflected in the column labeled "other compensation"
in the above Summary Compensation Table consist of compensation
paid to the named executive officer from benefits received from
our 401(k) plan.
16
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The Company provides a 401(k) Safe Harbor Plan which was adopted
effective October 1, 2005. All employees are eligible to
participate in this Plan after one year of employment and work at
least 1,000 hours per year and attained age 21. Employees are
fully vested when their participation begins. The Company matches
employee contributions up to 4% of compensation.
d. EMPLOYMENT AGREEMENT WITH OUR NAMED EXECUTIVE OFFICER
The Company has entered into an employment agreement with the
named executive officer. The material terms of this agreement is
summarized as follows:
Mr. Jamison is the Chief Executive Officer/General Manager,
Assistant Corporate Secretary. On October 1, 2008, the Company
entered into an employment contract with Mr. Jamison. The Board
of Directors extended this contract through September 30, 2013
and provided Mr. Jamison with a salary increase effective October
1, 2008. This currently provides for a salary of $132,672, plus
health insurance, cost reimbursement, and certain other benefits.
Pismo Coast Village may also terminate the contract for cause,
upon Mr. Jamison's death or disability, or without cause. If
Pismo Coast Village terminates the contract for cause, it only
must compensate Mr. Jamison through the date of termination. If
Pismo Coast Village terminates the contract without cause, Pismo
Coast Village must pay Mr. Jamison nine month's salary.
STOCK OPTIONS AND STOCK APPRECIATION RIGHTS GRANTED DURING THE
LAST FISCAL YEAR
Not applicable.
LONG TERM INCENTIVE PLANS
Except as described in our 401(k) plan, the Company did not have
a long-term incentive plan during the fiscal years ended
September 30, 2010 or 2009.
REPORT ON RE-PRICING OF OPTIONS/SARS
Not applicable.
COMPENSATION OF DIRECTORS
During fiscal year 2010, none of the Company's directors received
cash remuneration for their service. However, the directors are
entitled to reimbursement for out-of-pocket costs and expenses
incurred on behalf of the Company, and mileage reimbursement for
travel to and from meetings upon request. Since this
reimbursement is on a fully accountable basis, there is no
portion treated as compensation. In addition, they are entitled
to use of the Resort for attending meetings and are provided with
food and refreshments in connection with Board Meetings. The
aggregate value of the foregoing during the fiscal year ended
September 30, 2010, was estimated at $24,518.
OPTIONS, WARRANTS OR RIGHTS
The Company has no outstanding options, warrants or rights to
purchase any of its securities.
17
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INDEBTEDNESS OF MANAGEMENT
No member of management was indebted to the Company during it's
last fiscal year.
=================================================================
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS (Proposal 2)
=================================================================
The firm of Brown Armstrong Accountancy ("Brown Armstrong")
Corporation served as independent certified public accountants
for the Company for its fiscal year ended September 30, 2010 and
this firm has been selected to serve as the Company's accountants
for fiscal year 2011.
Audit services performed by Brown Armstrong for the year ended
September 30, 2010, consisted of examination of the financial
statements of the Company, certain services related to filings
with the Securities and Exchange Commission, and consultation on
matters related to accounting and financial reporting. All such
services were approved by the Board of Directors, which has
determined the firm of Brown Armstrong to be fully independent of
the operations of the Company.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table discloses the fees that the Company was
billed for professional services rendered by its independent
public accounting firm, Brown Armstrong Accountancy Corporation
(Brown Armstrong), in each of the last two fiscal years.
Years Ended
-----------
September 30,
------------------
2010 2009
------- -------
Audit fees (1) $50,150 $48,090
Audit-related fees (2)
Tax fees (3)
All other fees (4) 1,950 4,260
------- -------
Total $52,100 $52,350
======= =======
(1) Reflects fees billed for the audit of the Company's
consolidated financial statements included in its Form 10-K and
review of its quarterly reports on Form 10-Q.
(2) Reflects fees, if any, for consulting services related to
financial accounting and reporting matters.
(3) Reflects fees billed for tax compliance, tax advice and
preparation of the Company's federal tax return.
(4) Reflects fees, if any, for other products or professional
services not related to the audit of the Company's consolidated
financial statements and review of its quarterly reports, or for
tax services.
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(5) AUDIT COMMITTEE'S PREAPPROVAL POLICIES AND PROCEDURES
For the fiscal years ending September 30, 2010 and September 30,
2009, all audit related services, tax services and other services
were pre-approved by the Audit Committee, which concluded that
the provision of such services by Brown Armstrong were compatible
with the maintenance of that firm's independence in the conduct
of its auditing function.
(6) No effort expended on the principal accountant's engagement
to audit the registrant's financial statements for the most
recent fiscal year was attributed to work performed by persons
other than the accountant's full-time, permanent employees.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Company Board of Directors recommends that the shareholders
approve the selection of Brown Armstrong Accountancy Corporation
to serve as certified independent public accountants for the
Company for fiscal year 2010 - 2011. The affirmative vote of a
majority of shares voted will be required to approve this action.
=================================================================
SHAREHOLDER COMMUNICATIONS
=================================================================
Shareholders desiring to send communications to the Board of
Directors on any matter of concern may submit correspondence
addressed to: Board of Directors, Pismo Coast Village, 165 South
Dolliver Street, Pismo Beach CA 93449, c/o Mr. Jay Jamison, Chief
Executive Officer/General Manager.
=================================================================
SHAREHOLDER PROPOSALS
=================================================================
The deadline for shareholders to submit proposals to be
considered for inclusion in the Proxy Statement for the Company
at the Company's 2012 Annual Shareholders' Meeting is August 2,
2011. Shareholder proposals submitted other than in accordance
with the foregoing will not be considered timely presented for
consideration at the annual meeting if notice thereof is given
after October 1, 2011.
=================================================================
LEGAL PROCEEDINGS
=================================================================
No pending legal proceedings against the Company other than
routine litigation incidental to business.
=================================================================
OTHER BUSINESS
=================================================================
Management does not know of any matters to be presented at the
Meeting, other than those set forth above. However, if other
matters come before the Meeting, it is the intention of the
persons named in the accompanying Proxy to vote the Proxy in
accordance with the recommendations of Management on such
matters, and discretionary authority to do so is included in the
Proxy.
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NOTICE OF AVAILABILITY OF MATERIAL
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO THE SHAREHOLDERS OF
RECORD ON DECEMBER 1, 2010, THE RECORD DATE FOR ELIGIBILITY TO
VOTE AT THE ANNUAL MEETING, A COPY OF THE COMPANY'S FORM 10-K
REPORT FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2010, WHICH HAS
BEEN FILED UNDER THE SECURITIES AND EXCHANGE ACT OF 1934. THE
COMPANY'S ANNUAL REPORT TO SHAREHOLDERS IS BEING DELIVERED TO
SHAREHOLDERS HEREWITH.
All written requests for the Company's Form 10-K report should be
addressed to:
Mr. Jay Jamison, Chief Executive Officer/General Manager
Pismo Coast Village, Inc.
165 South Dolliver Street
Pismo Beach, California 93449
=============================================================
PLEASE RETURN YOUR PROXIES
=============================================================
SHAREHOLDERS ARE REQUESTED TO VOTE, DATE, SIGN AND RETURN
PROMPTLY THE ENCLOSED PROXY WHETHER OR NOT YOU EXPECT TO
ATTEND THE MEETING. A RETURN, SELF-ADDRESSED ENVELOPE IS
ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF
MAILED WITHIN THE UNITED STATES. PROMPT RESPONSE IS HELPFUL
AND YOUR COOPERATION WILL BE APPRECIATED. YOU MAY, WITHOUT
AFFECTING ANY VOTE PREVIOUSLY TAKEN, REVOKE YOUR PROXY BY
A LATER PROXY FILED WITH THE VICE PRESIDENT - SECRETARY OF
THE COMPANY OR BY FILING WRITTEN NOTICE OF REVOCATION WITH
THE VICE PRESIDENT - SECRETARY OF THE COMPANY. ATTENDANCE
AT THE MEETING WILL NOT IN AND OF ITSELF REVOKE A PROXY.
IF YOU ATTEND THE MEETING, YOU MAY REVOKE THE PROXY BY
ADVISING THE INSPECTOR OF ELECTIONS THAT YOU ELECT TO VOTE
IN PERSON.
=============================================================
PISMO COAST VILLAGE, INC.
Date: December 15, 2010 /S/ JERALD PETTIBONE
Jerald Pettibone, President
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APPENDIX A
Audit Committee Responsibilities
1. External Auditor
a. Recommend auditing firm
b. Recommend renewing or terminating existing firm
c. Review compensation, terms of engagement and independence
2. Audits
a. Review external audits and management's response
b. Review internal audits
3. Financial Statements
a. Review financial statements
b. Review any disputes between auditor and management about
preparation of financial statements
c. Consider major changes or questions regarding appropriate
auditing and accounting principles and practices to be
followed when preparing the corporate financial statement
d. Review procedures of the Corporation to prepare published
financial statements and related management commentaries
4. Survey corporate assets
5. Other Duties
a. Consult with external and internal auditors about the
adequacy of financial controls to assure that the
Corporation's publicly reported financial statements are
presented fairly in conformity with generally accepted
accounting principles
b. Meet periodically with management to review the
Corporation's financial risk exposure
c. Report to the Board, findings as necessary
d. Audit the internal procedures of maintaining the assets
of the Corporation and their inventories
e. Perform other duties as requested by the Board and/or
President
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OFFICIAL PROXY
Pismo Coast Village, Inc., a California Corporation
165 S. Dolliver Street, Pismo Beach, CA 93449
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD JANUARY 15, 2011. The undersigned, having
received the Notice of Annual Meeting and Proxy Statement and Annual Report
dated December 15, 2010, hereby appoint Jerald Pettibone, Glenn Hickman, Kurt
Brittain, Ronald Nunlist, Jack Williams, and each of them, as proxies, each
with the power to appoint his substitute, and hereby authorizes them to
represent and to vote as designated below, all the shares of Common Stock of
Pismo Coast Village Inc. held of record by the undersigned on December 1st,
2010, the record date, or any adjournment thereof as follows:
1. ELECTION OF DIRECTORS:
__ TO WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED BELOW.
__ TO VOTE FOR ALL NOMINEES LISTED BELOW, EXCEPT AS MARKED TO THE CONTRARY.
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name in the list below)
BENEDICT, LOUIS FISCHER, WILLIAM HUGHES, TERRIS PLUMLEY, DWIGHT
BRITTAIN, KURT HARDESTY, WAYNE NELSON, GARRY WILLEMS, GARY
BUCHAKLIAN, HARRY HARRIS, R. ELAINE NUNLIST, RONALD WILLIAMS, JACK
ENNS, RODNEY HEARNE, DENNIS PAPPI, Jr., GEORGE
EUDALY, DOUGLAS HICKMAN, GLENN PETTIBONE, JERALD
2. PROPOSAL TO RATIFY THE SELECTION OF BROWN ARMSTRONG ACCOUNTANCY CORPORATION
TO SERVE AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT FOR FISCAL YEAR 2010 -
2011.
____ FOR ____ AGAINST ____ ABSTAIN
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL NUMBER 2.
3. In their discretion, the proxies are authorized to vote upon any other item
of business as may properly come before the meeting, as to which the Board
of Directors did not know, a reasonable time before this solicitation, was
to be presented at the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDERS. IF NO DIRECTION IS MADE, THE PROXY
WILL BE VOTED FOR THE ELECTION OF THE BOARD'S NOMINEES AS DIRECTORS AND FOR
PROPOSAL NUMBER 2. IF CUMULATIVE VOTING IS IMPLEMENTED AT THE MEETING, THE
ABOVE-NAMED PROXY HOLDERS ARE EMPOWERED TO CUMULATE VOTES AMONG THE ABOVE
NOMINEES AS THEY MAY DETERMINE, IN THEIR SOLE DISCRETION.
The proxies appointed herein act by a majority of said proxies present at the
meeting or, if only one is present, by that one.
I/We own _____ (number of shares) as of the date of record, December 1, 2010.
Certificate Number(s): _______________________________________________________
Please Print Name(s): ________________________________________________________
Signature: ________________________________________ Date: ____________________
Signature: ________________________________________ Date: ____________________
Signature: ________________________________________ Date: ____________________
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IMPORTANT: Please date this proxy and sign exactly as your name(s) appear(s)
thereon. If stock is held jointly, signatures should include all names.
Executors, Administrator, Trustees, Guardians and others signing in a
representative capacity, please give their full names.
Please Note - The Company's Bylaws do not allow for write in candidates.
DO NOT "WRITE IN" A CANDIDATE ON THIS FORM.
IMPORTANT: PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED
ENVELOPE.
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