Hickok Incorporated Proxy Statement 2001
2001 Proxy Statement
Notice of Annual Meeting
February 20, 2002
HICKOK INCORPORATED
10514 Dupont Avenue, Cleveland, Ohio 44108
January 23, 2002
To the Shareholders of Hickok Incorporated:
The Company will hold its Annual Meeting of Shareholders at 10:00 a.m., EST.,
Wednesday, February 20, 2002 at BRATENAHL PLACE, 1 Bratenahl Place, Bratenahl,
Ohio 44108.
We hope that you are planning to attend the Annual Meeting in person, and
we look forward to seeing you. Whether or not you expect to attend in person,
the return of the enclosed Proxy as soon as possible would be greatly appreciated.
If you do attend the Annual Meeting you may, of course, withdraw your Proxy
should you wish to vote in person.
On behalf of the Board of Directors and management of Hickok Incorporated,
I would like to thank you for your continued support and confidence.
Sincerely,
/s/ Janet H. Slade
Janet H. Slade
Chairman of the Board
|
/s/ Robert L. Bauman
Robert L. Bauman
President and Chief
Executive Officer
|
HICKOK INCORPORATED
10514 Dupont Avenue, Cleveland, Ohio 44108
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
MAILED TO SHAREHOLDERS
ON JANUARY 23, 2002
The Annual Meeting of Shareholders of Hickok Incorporated, an Ohio corporation
(the "Company"), will be held at BRATENAHL PLACE, 1 Bratenahl Place, Bratenahl,
Ohio, on Wednesday, February 20, 2002 at 10:00 a.m., EST., for the following
purposes:
1. To fix the number of Directors at eight and elect seven Directors;
and
2. To transact such other business as may properly come before the meeting
or any adjournment.
Only shareholders of record, as of the close of business on January 7, 2002,
will be entitled to receive notice of and to vote at this meeting.
By Order of the Board of Directors.
/s/ Robert L. Bauman
Robert L. Bauman
President and Chief Executive Officer
|
January 23, 2002
IMPORTANT
Please fill in and sign the enclosed Proxy and return it in the accompanying
envelope regardless of whether you expect to attend the Annual Meeting or
not. If you attend the Annual Meeting you may vote your shares in person,
even though you have previously signed and returned your Proxy.
HICKOK INCORPORATED
10514 Dupont Avenue, Cleveland, Ohio 44108
PROXY STATEMENT
Mailed to shareholders on January 23, 2002
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Hickok Incorporated (hereinafter the
“Company”) to be used at the Annual Meeting of Shareholders of the Company
to be held on February 20, 2002, and any adjournments thereof. The time,
place, and purpose of the meeting are stated in the Notice of Annual Meeting
of Shareholders which accompanies this Proxy Statement.
The expense of soliciting proxies, including the cost of preparing, assembling,
and mailing the Notice, Proxy Statement, and Proxy will be paid by the Company.
In addition to solicitation of proxies by mail, solicitation may be made
personally, by telephone or other electronic means, and the Company may pay
persons holding shares for others their expenses for sending proxy materials
to their principals. While the Company presently intends that solicitations
will be made only by Directors, officers, and employees of the Company, the
Company may retain outside solicitors to assist in the solicitation of proxies.
Any expenses incurred in connection with the use of outside solicitors will
be paid by the Company.
Any person giving a Proxy pursuant to this solicitation may revoke it. The
General Corporation Law of Ohio provides that, unless otherwise provided
in the Proxy, a shareholder, without affecting any vote previously taken,
may revoke a Proxy not otherwise revoked by giving notice to the Company
in writing or in open meeting.
All validly executed Proxies received by the Board of Directors of the Company
pursuant to this solicitation will be voted at the Annual Meeting, and the
directions contained in such Proxies will be followed in each instance. If
no directions are given, the Proxy will be voted to fix the number of Directors
at eight and for the election of the nominees listed in the Proxy and for
the other proposals set forth in the Notice of Annual Meeting.
VOTING RIGHTS
At the close of business on January 7, 2002, the Company had 764,884 shares
of Class A Common Stock, $1.00 par value (“Class A Shares”), outstanding
and entitled to vote. Additionally, on such date there were 454,866 shares
of Class B Common Stock, $1.00 par value (“Class B Shares”), outstanding
and entitled to vote. The holders of the outstanding Class A Shares as of
January 7, 2002 shall be entitled to one vote for each share held by them.
The holders of the outstanding Class B Shares as of said date shall be entitled
to three votes for each share held by them. The General Corporation Law of
Ohio provides that if notice in writing is given by any shareholder to the
President or a Vice President or the Secretary of the Company not less than
48 hours before the time fixed for holding the meeting that he desires the
voting at such election to be cumulative, and an announcement of the giving
of such notice is made upon the convening
of the meeting by the Chairman or Secretary of
the meeting or by or on behalf of the shareholder giving such notice, each
shareholder shall have cumulative voting rights in the election of Directors,
enabling him to give one nominee for Director as many votes as is equal to
the number of Directors to be elected multiplied by the number of shares
in respect of which such shareholder is voting, or to distribute his votes
on the same principle among two or more nominees, as he sees fit. Only shareholders
of record at the close of business on January 7, 2002 are entitled to notice
of and to vote at this meeting.
At the Annual Meeting, in accordance with the General Corporation Law of
Ohio, the inspectors of election appointed by the Board of Directors for
the Annual Meeting will determine the presence of a quorum and will tabulate
the results of shareholder voting. As provided by the General Corporation
Law of Ohio and the Company's Amended Code of Regulations, holders of a majority
of the outstanding shares of the Company, present in person or by proxy at
the Annual Meeting, will constitute a quorum for such meeting. The inspectors
of election intend to treat properly executed proxies marked "abstain" as
"present" for these purposes. Such inspectors will also treat as "present"
shares held in "street name" by brokers that are voted on at least one proposal
to come before the Annual Meeting.
All additional questions and matters brought before the Annual Meeting will
be, unless otherwise provided by the Articles of Incorporation of the Company
or the General Corporation Law of Ohio, decided by the vote of the holders
of a majority of the outstanding votes thereon present in person or by proxy
at the Annual Meeting. In voting for such other proposals, votes may be cast
in favor, against or abstained. Abstentions will count as present for purposes
of the item on which the abstention is noted and will have the effect of
a vote against. Broker non-votes, however, are not counted as present for
purposes of determining whether a proposal has been approved and will have
no effect on the outcome of any such proposal.
PRINCIPAL OWNERSHIP
The shareholders named in the following table include each executive officer
named in the Executive Compensation tables below and those persons known
by the Company to be the beneficial owners of more than 5% of the outstanding
Common Shares of the Company as of January 7, 2002. In addition, this table
includes the beneficial ownership of Common Shares by the Directors and Executive
Officers of the Company as a group on January 7, 2002.
Title of Class
|
Name and Business Address
of Beneficial Owner
|
Number of Shares
Beneficially Owned (1)
|
Percent
of Class
|
Common Shares,
$1.00 par value,
Class A and B |
Janet H. Slade (2)
5862 Briar Hill Drive
Solon, Ohio 44139
|
8,843 Class A (3)
110,762 Class B
|
1.1%
24.4%
|
|
Gretchen L. Hickok (2)
3445 Park East, Apt. A203
Solon, Ohio 44139
|
3,834 Class A
115,056 Class B
|
|
|
Patricia H. Alpin (2)
7404 Camale Drive
Pensacola, Florida 32504
|
4,994 Class A
118,042 Class B
|
|
|
Thomas F. Bauman
10514 Dupont Avenue
Cleveland. Ohio 44108
|
10,600 Class A (4)
|
1.4%
|
|
Robert L. Bauman
10514 Dupont Avenue
Cleveland, Ohio 44108
|
66,888 Class A (5)
111,006 Class B
|
8.5%
24.4%
|
|
Koonce Securities, Inc.
6550 Rock Spring Drive
Bethesda, Maryland 20817
|
214,039 Class A (6)
|
28.0%
|
|
All Directors and Executive
Officers as a group (9 persons)
|
130,131 Class A (7)
221,768 Class B
|
15.4%
48.8%
|
* Less than one percent
|
|
|
|
(1) Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, a person
is deemed to be a beneficial owner of a security if he or she has or shares
voting or investment power in respect of such security or has the right to
acquire beneficial ownership within 60 days. Accordingly, the amounts shown
throughout this Proxy Statement do not purport to represent beneficial ownership,
except as determined in accordance with said Rule.
(2) Daughter of the late Robert D. Hickok.
(3) Includes 7,000 Class A Common Shares which Ms. Slade, as a Director,
has the right to acquire upon the exercise of immediately exercisable options.
(4) Includes 10,000 Class A Common Shares which Mr. Bauman, as a Named Executive
Officer, has the right to acquire upon the exercise of immediately exercisable
options.
(5) Excludes 2,720 Class A Common Shares registered
in the name of Mr. Bauman’s children, with respect to which Mr. Bauman disclaims
any beneficial interest. Includes an aggregate of 24,500 Class A Common Shares
which may be acquired by Mr. Bauman upon the exercise of immediately exercisable
options.
(6) Based on a Schedule 13G dated February 14, 2001 filed with the Securities
and Exchange Commission.
(7) Includes 78,000 Class A Common Shares which the Directors and the Executive
Officers of the Company have the right to acquire upon the exercise of immediately
exercisable options.
ELECTION OF DIRECTORS
The number of Directors of the Company is presently fixed at eight. The term
of office of each Director expires annually. The individuals elected to the
office of Director at the Annual Meeting will hold office until the next
Annual Meeting of Shareholders and until their successors have been duly
elected.
The Board of Directors recommends that the number of Directors be fixed at
eight, that seven of such directorships be filled by the vote of the shareholders
at the Annual Meeting, and that the seven nominees hereinafter named be elected.
Due to the time required to arrange for suitable candidates to replace members
of the Board of Directors who have retired in recent years, the Board of
Directors recommends the election of one less Director than the number fixed
by the shareholders. The Board of Directors believes that the election of
one less director than authorized will provide the Board with flexibility
during the year to appoint an additional member to the Board, when an individual
whose services would be beneficial to the Company and its shareholders can
be identified.
The Proxy holders named in the accompanying Proxy or their substitutes will
vote such Proxy at the Annual Meeting or any adjournments thereof for the
election as Directors of the nominees named below unless the shareholder
instructs, by marking the appropriate space on the Proxy, that authority
to vote is withheld. If cumulative voting is in effect, the Proxy holders
shall have full discretion and authority to vote for any one or more of such
nominees. In the event of cumulative voting, the Proxy holders will vote
the shares represented by each Proxy so as to maximize the number of Board
of Directors’ nominees elected to the Board. However, the shares represented
by each Proxy cannot be voted by the Proxy holders for a greater number of
nominees than those identified in this Proxy Statement. Each of the nominees
has indicated his or her willingness to serve as a Director, if elected.
If any nominee should become unavailable for election (which contingency
is not now contemplated or foreseen), it is intended that the shares represented
by the Proxy will be voted for such substitute nominee as may be named by
the Board of Directors.
INFORMATION CONCERNING NOMINEES FOR DIRECTORS
Name and Age
|
Business
Experience (1)
|
Year in
which first
elected
Director
|
|
Common
Shares (2)
beneficially
owned as of
January 7,
2002
|
Percent
of class
beneficially
owned
|
|
|
|
|
|
|
Robert L. Bauman
Age: 61
|
President and Chief Executive Officer of the
Company since July, 1993; Chairman of the
Company from July, 1993 to May, 2001
|
1980
|
|
66,888 (5)
Class A
111,006
Class B
|
8.5%
24.4%
|
Harry J. Fallon
Age: 75
|
President, Federated Purchaser, Inc.
(electronics distributor)
|
1980
|
|
7,200 (3)
Class A
|
*
|
T. Harold Hudson
Age: 62
|
President, AAPRA Associates, LLC,
(consulting firm) since June, 1999; Senior
Vice President of Engineering and Design of
Six Flags Theme Parks, Inc. for five years
prior to June, 1999
|
1992
|
|
8,500 (3)
Class A |
1.1%
|
James T. Martin
Age: 70
|
Consultant, self employed, since September,
1997; President and Chief Executive Officer,
Meaden & Moore, Ltd. (regional, Cleveland
based CPA firm) for five years prior to
September, 1997
|
1999
|
|
1,000 (4)
Class A
|
*
|
Michael L. Miller
Age: 60
|
Partner since January, 1972 of Calfee,
Halter & Griswold LLP, the Company’s
Legal Counsel
|
1992
|
|
12,000 (3)
Class A
|
1.5%
|
James Moreland
Age: 70
|
Retired, since June, 1994; Senior
Engineering Executive, Rockwell
International, for five years prior to
June, 1994
|
2000
|
|
1,600 (4)
Class A
|
*
|
Janet H. Slade
Age: 58
|
Chairman of the Company since May,
2001; Private Investor for five years
prior to May, 2001
|
1992
|
|
8,843 (3)
Class A
110,762
Class B
|
1.1%
24.4%
|
* Less than one percent
|
|
|
|
|
|
(1) Unless otherwise indicated, the principal
occupation shown for each of the Company’s Directors has been the principal
occupation of such person for at least the past five years. The following
Director also serves as director for the publicly-held corporation listed
opposite his name below:
Harry J. Fallon
|
Federated Purchaser, Inc.
|
(2) Class A Common Shares are indicated by “Class A”; Class B Common Shares
are
indicated by “Class B.”
(3) Includes 7,000 Class A Common Shares which may be acquired upon the exercise
of immediately exercisable options.
(4) Includes 1,000 Class A Common Shares which may be acquired upon the exercise
of immediately exercisable options.
(5) Excludes 2,720 Class A Shares registered in the name of Mr. Bauman’s
children, with respect to which Mr. Bauman disclaims any beneficial interest.
Includes an aggregate of 24,500 Class A Shares which may be acquired by Mr.
Bauman upon the exercise of immediately exercisable options.
Compliance with Section 16(a) of the Securities
Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s
officers and Directors, and persons who own more than ten percent of the
Company’s Class A Shares, to file reports of ownership and changes in ownership
with the Securities and Exchange Commission and The Nasdaq Stock Market.
Officers, Directors, and greater than ten percent shareholders are required
by Securities and Exchange Commission regulation to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely on review of the copies of such forms furnished to the Company,
or written representations that no Form 5s were required, the Company believes
that during the fiscal year ending September 30, 2001 all Section 16(a) filing
requirements applicable to its officers, Directors, and greater than ten
percent beneficial owners were complied with.
INFORMATION REGARDING MEETINGS AND
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has an Audit Committee and a Compensation Committee.
Set forth below is the membership of the various committees with the number
of meetings held during the fiscal year ended September 30, 2001 in parentheses:
Audit Committee (1)
Harry J. Fallon
T. Harold Hudson
James T. Martin
|
Compensation Committee (1)
James T. Martin
James Moreland
|
The Audit Committee reviews the activities of
the Company’s independent auditors and various Company policies and practices.
The Compensation Committee determines and reviews overall compensation matters
affecting senior managers and officers, including the granting of stock options.
The Board of Directors does not have a nominating committee.
The Board of Directors held four meetings during the fiscal year ended September
30, 2001. During that fiscal year, no Director attended fewer than 75% of
the aggregate of (i) the total number of meetings of the Board of Directors
held during the period he or she served as a Director and (ii) the total
number of meetings held by committees of the Board on which he or she served,
during the period that he or she served.
For the fiscal year ended September 30, 2001, Directors who are not also
employees of the Company received an annual fee of $1,500 and a fee of $1,500
for the first two Board and Committee meetings attended for the year except
for Janet Slade who, as Chairman of the Board, received an annual fee of
$8,600 and $8,600 for the second Board meeting of the year. On May 23, 2001
the Board of Directors voted and approved a 50% reduction in fees effective
with the third meeting, thus reducing Board and Committee fees to $750 for
each meeting attended. Ms. Slade received $4,300 for each of the third and
fourth meetings of the year. Directors who are also employees of the Company
received a fee of $50 for each Board meeting attended. The reduction in fees
paid to Directors was in response to the Company wide reductions that were
implemented in April 2001.
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors reports to the Board and is
resposible for overseeing the Company’s accounting functions, the system
of internal controls established by management, and the processes to assure
compliance with applicable laws, regulations and internal policies. The Audit
Committee is currently comprised of three directors, each of whom meet independence
requirements under the current National Association of Securities Dealers
corporate governance standards. The Audit Committee’s activities are governed
by a written charter adopted by the Board on May 23, 2000.
The Audit Committee of the Board of Directors (the “Audit Committee”) has
reviewed and discussed with the independant auditors the matters required
to be discussed by SAS 61 (Codification of Statements on Auditing Standards).
Audit Committee members also discussed and reviewed the results of the independent
auditors’ examination of the financial statements, the quality and adequacy
of the Company’s internal controls, and issues relating to auditor independence.
The Audit Committee has received the written disclosures and the letter from
the independent accountants required by Independence Standards Board Standard
No. 1 (Independence Discussions with Audit Committees) and has discussed
with the independent accountant 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 on Form 10-K for the last fiscal year for
filing with the SEC.
The Audit Committee of The Board of Directors
James T. Martin, Chairman
Harry J. Fallon
T. Harold Hudson
During the fiscal year ended September 30, 2001, Meaden & Moore, Ltd.
provided various audit services and non-audit services to the Company. Set
forth below are the aggregate fees billed for these services:
Audit Fees: The aggregate fees billed for professional services
rendered for the audit of the Company’s annual financial statements for the
fiscal year ended September 30, 2001 and for the reviews of the financial
statements included in the Company’s quarterly reports on Form 10-Q for the
fiscal year ended September 30, 2001 were $61,975.
Financial Information Systems Design and Implementation Fees: There
were no fees billed by Meaden & Moore, Ltd. for professional services
rendered for information technology services relating to financial information
systems design and implementation for the fiscal year ended September 30,
2001.
Other Fees: The aggregate fees billed by Meaden & Moore, Ltd.
for services rendered to the Company, other than services described above
under “Audit Fees” and “Financial Information Systems Design and Implementation
Fees” for the fiscal year ended September 30, 2001 were $29,395. The aggregate
fees included in this catagory relate to tax preparation and planning, pension
plan audits, assistance with corporate development activities and other audit
and accounting services.
The Audit Committee has determined that the rendering of the non-audit services
by Meaden & Moore, Ltd. is compatible with maintaining the auditor’s
independence.
EXECUTIVE COMPENSATION
The following table sets forth all cash compensation paid or to be paid to,
as well as the number of stock option awards granted to the Company’s executive
officers whose salary and bonus exceeded $100,000 during each of the last
three fiscal years (the “Named Executive Officers”).
Summary Compensation Table
|
|
Annual Compensation
|
Long-Term
Compensation
Awards
|
Name and
Principal Position
|
Year
|
Salary
|
Bonus (1)
|
Securities
Underlying
Options
|
Robert L. Bauman,
President & Chief
Executive Officer
|
2001
2000
1999
|
$209,167
$220,000
$220,000
|
0
0
0
|
5,000 (2)
5,000 (2)
5,000 (2)
|
Thomas F. Bauman,
Vice President,
Sales (3)
|
2001
2000
|
$127,500
$110,104
|
0
0
|
4,000 (2)
4,000 (2)
|
The Named Executive Officers did not receive personal benefits or perquisites
during the last fiscal year in excess of the lesser of $50,000 or 10% of
their aggregate salary and bonus.
(1) Represents the bonus earned from a profit sharing plan for all officers
and key employees.
(2) Represents options to purchase shares of Class A Common Stock.
(3) Appointed an executive officer in 2000.
2001 Option Grants
The following table sets forth certain information relating to a grant of
stock options made during the fiscal year ended September 30, 2001 to the
Named Executive Officers. Such grant is reflected in the Summary Compensation
Table on page 11.
Name
|
Number of
Securities
Underlying
Options
|
Percentage of
Total Options
Granted to
Employees in
Fiscal Year
|
Exercise or
Base Price
(per share)
|
Expiration
Date
|
Potential Realizable Value
at Assumed Annual Rates of
Stock Price Appreciation
for Option Term
5%
10%
|
|
|
|
|
|
|
|
Robert L. Bauman
|
5,000
|
15.6%
|
$3.13
|
12/31/10
|
$ 9,860
|
$ 24,884
|
Thomas F. Bauman
|
4,000
|
12.5%
|
$3.13
|
12/31/10
|
$ 7,888
|
$ 19,907
|
|
|
|
|
|
|
|
2001 Option Exercises and Year-End Value Table
The following table sets forth stock option information for the individuals
named in the Summary Compensation Table. The value of the “in-the-money”
options refers to options having an exercise price which is less than the
market price of the Company’s stock on September 30, 2001.
|
|
|
Number of
Unexercised
Options at
September 30, 2001
|
Value of (1)
Unexercised In-
the-Money Options at
September 30, 2001
|
Name
|
Shares
Acquired
on Exercise
|
Value
Realized
|
Exercise-
able
|
Unexer-
ciseable
|
Exercise-
able
|
Unexer-
ciseable
|
|
|
|
|
|
|
|
Robert L. Bauman
|
- 0 -
|
- 0 -
|
24,500
|
- 0 -
|
- 0 -
|
- 0 -
|
Thomas F. Bauman
|
- 0 -
|
- 0 -
|
10,000
|
- 0 -
|
- 0 -
|
- 0 -
|
(1) Calculated on the basis of the fair market value of the underlying securities
at the exercise date or year-end, as the case may be, minus the exercise
price.
STOCK PERFORMANCE GRAPH
The following data compares the value of $100 invested on October 1, 1996
in the Company’s Class A Common Shares, the Nasdaq Composite Index, and the
Nasdaq Industrial Index. The Nasdaq Composite Index represents a broad market
group in which the Company participates, and the Nasdaq Industrial Index
was chosen as having a representative peer group of companies. The total
return includes reinvestment of dividends. The comparisons in this graph
are not intended to forecast, or be indicative of, possible future performance.
The above graph was prepared using the following data:
SEPTEMBER 30
|
1996
|
1997
|
1998
|
1999
|
2000
|
2001
|
|
|
|
|
|
|
|
HICKOK
|
$100
|
$ 68
|
$ 56
|
$ 62
|
$ 37
|
$ 20
|
|
|
|
|
|
|
|
NASDAQ COMPOSITE
|
100
|
137
|
137
|
222
|
297
|
122
|
|
|
|
|
|
|
|
NASDAQ INDUSTRIAL
|
100
|
125
|
94
|
147
|
187
|
99
|
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
General
The Compensation Committee of the Board of Directors reviews the Company’s
existing and proposed executive compensation plans and makes determinations
concerning such plans and the awards to be made thereunder. The current members
of the Committee are James T. Martin and James Moreland, all of whom are
non-employee Directors of the Company.
Compensation Philosophy
The Committee believes that, in order to attract, retain and offer appropriate
incentives to its key executives, compensation levels of individuals should
be comparable to similarly situated companies. The Committee reviews generally
available information concerning compensation levels at firms which are generally
comparable in terms of industry, size and geography. Certain
of these companies may be part of the indices
set forth in the Stock Performance Graph contained elsewhere in this Proxy
Statement. In addition, prior year earnings, internal projections of future
years and other achievements of the Company for the prior fiscal year are
factors in determining compensation levels for key executives. The Committee
also makes a subjective determination as to the overall success of the Company
and the contribution of each individual employee.
In 1993 Congress adopted Section 162 (m) of the Internal Revenue Code which
limits the ability of public companies to deduct compensation in excess of
$1,000,000 paid to certain executive officers, unless such compensation is
“performance based” within the meaning of Section 162 (m). The Committee
does not expect the deductibility of any compensation paid to its employees
to be affected by Section 162 (m).
Fiscal 2001 Compensation Decisions
Base salaries and bonuses for all of the Company’s officers and stock option
grants for all key employees, other than Mr. Bauman, for fiscal 2001 were
established by the Committee based on recommendations by Mr. Bauman. Generally,
base salaries were increased as a result of the Committee’s review of comparable
companies and its subjective determination of the Company’s results for fiscal
2000 and each individual’s particular contribution. No cash bonuses were
granted for fiscal 2001 based on a profit sharing plan in place for all officers
and key employees. An aggregate of 32,100 options to purchase Class A Common
Stock were granted to employees for fiscal 2001.
The compensation arrangements of Mr. Bauman were determined based on the
Committee’s subjective assessment of his performance, based on the Company’s
financial condition and success in achieving its strategic objectives. The
Committee also considered the responsibilities associated with Mr. Bauman’s
position and the level of compensation provided to Chief Executive Officers
at similarly situated companies.
The Compensation Committee of the Board of Directors
James Moreland, Chairman
James T. Martin
Profit Sharing Plan
The Company has a profit sharing plan for all officers and key employees
which provides for a fund consisting of 20% of the excess of profits before
federal taxes after deducting 10% of the net stockholders’ equity at the
beginning of the fiscal year, such equity to include the net amount received
by the Company during the fiscal year from the sale of common stock or through
the exercise of common stock options. The fund is distributable by the Compensation
Committee of the Board of Directors, taking into consideration such factors
as salary, length of service, and merit, the maximum being 50% of the salary
of the distributee. For fiscal years ending September 30, 2001, September
30, 2000 and September 30, 1999, respectively, the foregoing formula produced
no cash bonus.
Independent Auditors
The firm of Meaden & Moore, Ltd. has again been selected by the Board
of Directors to act as the auditors for the Company for the current fiscal
year. A representative of that firm will be present at the Annual Meeting
and will have an opportunity to make a statement, if desired. The representative
will also be available to respond to appropriate questions from shareholders.
SHAREHOLDER PROPOSALS AND OTHER MATTERS
The Board of Directors of the Company is not aware of any matter to come
before the meeting other than those mentioned in the accompanying Notice.
However, if other matters shall properly come before the meeting, it is the
intention of the persons named in the accompanying Proxy to vote in accordance
with their best judgment on such matters.
Any shareholder proposal intended to be presented at the 2003 Annual Meeting
of Shareholders must be received by the Company’s Secretary at its principal
executive offices not later than September 25, 2002, for inclusion in the
Board of Directors’ Proxy Statement and form of Proxy relating to that meeting.
Each proposal submitted should be accompanied by the name and address of
the shareholder submitting the proposal and the number of Common Shares owned.
If the proponent is not a shareholder of record, proof of beneficial ownership
should also be submitted. All proposals must be a proper subject for action
and comply with the Proxy rules of the Securities and Exchange Commission.
The Company may use its decretion in voting Proxies with respect to Shareholders’
proposals not included in the Proxy Statement for fiscal year ended September
30, 2002, unless the Company receives notice of such proposals prior to December
9, 2002.
Upon the receipt of a written request from any shareholder entitled to vote
at the forthcoming Annual Meeting, the Company will mail, at no charge to
the shareholder, a copy of the Company’s Annual Report on Form 10-K, including
the financial statements and schedules required to be filed with the Securities
and Exchange Commission pursuant to Rule 13a-1 under the Securities Exchange
Act of 1934, as amended, for the Company’s most recent fiscal year. Requests
from beneficial owners of the Company’s voting securities must set forth
a good-faith representation that, as of the record date for the Annual Meeting,
the person making the request was the beneficial owner of securities entitled
to vote at such meeting. Written requests for such report should be directed
to:
Mr. Gregory M. Zoloty
Hickok Incorporated
10514 Dupont Avenue
Cleveland, Ohio 44108
You are urged to sign and return your Proxy promptly in order to make certain
your shares will be voted at the Annual Meeting. For your convenience a return
envelope is enclosed requiring no additional postage if mailed in the United
States.
By Order of the Board of Directors.
Robert L. Bauman
President and Chief Executive Officer
|
Dated January 23, 2002