UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to
Section 14(a) of the
Securities Exchange Act of
1934
(Amendment No.
)
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Registrant ☒
Filed by a Party other
than the Registrant ☐
Check the appropriate
box:
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as
Permitted by Rule 14a-6(e)(2))
☒
Definitive Proxy
Statement
☐
Definitive Additional
Materials
☐
Soliciting Material Pursuant to Section
240.14a-12
SMITH-MIDLAND
CORPORATION
(Name of Registrant as
Specified in its Charter)
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(Name of Person(s)
Filing Proxy Statement, if Other Than the Registrant)
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(Check the appropriate box):
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Date Filed:
SMITH-MIDLAND
CORPORATION
5119 Catlett
Road
Midland, Virginia
22728
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
To be held on
Wednesday, June 3,
2020
Dear
Stockholders:
You are cordially
invited to attend the 2020 Annual Meeting of Stockholders of
SMITH-MIDLAND CORPORATION (the “Company”), a Delaware
corporation, to be held at Smith-Midland Corporation located at
5119 Catlett Road, Midland, Virginia 22728 on Wednesday, June 3,
2020 at 5:00 p.m. local time. The Annual Meeting is being held
for the following purposes:
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1.
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To elect five (5)
members to the Board of Directors;
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2.
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To ratify the
appointment of the accounting firm BDO USA, LLP as the
Company’s Independent Registered Public Accountants for the
current year ending December 31, 2020;
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3.
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To consider and act upon
any matters incidental to the foregoing and any other matters that
may properly come before the meeting or any and all adjournments
thereof.
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The Board of Directors
has fixed the close of business on April 29, 2020 as the record
date for the determination of Stockholders entitled to notice of
and to vote at the Annual Meeting and any adjournment or
adjournments thereof. The foregoing items of business are more
fully described in the Proxy Statement accompanying this
notice.
We hope that all
stockholders will be able to attend the Annual Meeting in
person. In order to assure that a quorum is present at the
Annual Meeting, please date, sign and promptly return the enclosed
proxy whether or not you expect to attend the Annual
Meeting. A prepaid postage envelope has been enclosed for your
convenience. If you attend the Annual Meeting, your proxy
will, at your request, be returned to you and you may vote your
shares in person.
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By Order of the Board of
Directors
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Rodney I.
Smith
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Chairman
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Midland,
Virginia
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April 29,
2020
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Important Notice Regarding the
Availability of Proxy Materials for the 2020 Annual Meeting of Stockholders
to be held on June 3, 2020. Pursuant
to Securities and Exchange Commission rules we have elected to
utilize the "full delivery" option of providing paper copies of our
proxy materials, including a proxy card, to our stockholders, as
well as providing access to our proxy materials on a publicly
accessible website. The Company's Notice of Annual Meeting, Proxy
Statement and Annual Report to Stockholders for the fiscal year
ended December 31, 2019 are available on our corporate website
and may be accessed at https://www.iproxydirect.com/SMID.
SMITH-MIDLAND
CORPORATION
5119 Catlett
Road
Midland,
Virginia 22728
PROXY
STATEMENT
The enclosed proxy is
solicited by the Board of Directors of SMITH-MIDLAND CORPORATION
(the “Company”) for use at the Annual Meeting of
Stockholders (the "Annual Meeting") to be held on Wednesday, June
3, 2020, at 5:00 p.m. local time at Smith-Midland Corporation
located at 5119 Catlett Road, Midland, Virginia 22728 and at any
adjournment or adjournments thereof.
These proxy solicitation
materials are first being mailed to stockholders of record on or
about April 29, 2020, together with the Company’s Annual
Report to Stockholders.
This proxy statement, form of
proxy and the annual report are available at:
https://www.iproxydirect.com/SMID
Stockholders of record
at the close of business on April 29, 2020 will be entitled to vote
at the Annual Meeting or any adjournment thereof. On or about
the record date, 5,183,991 shares of the Company’s common
stock, $.01 par value per share (“Common Stock”), were
issued and outstanding. The Company has no other outstanding voting
securities.
Each share of Common
Stock entitles the holder to one vote with respect to all matters
submitted to Stockholders at the Annual Meeting. A quorum for
the Annual Meeting is a majority of the shares
outstanding. Abstentions and broker non-votes are each
included in the determination of the number of shares present and
voting for the purpose of determining whether a quorum is
present. Broker non-votes occur when shares held by a broker
for a beneficial owner are not voted with respect to a particular
proposal because (1) the broker does not receive voting
instructions from the beneficial owner and (2) the broker lacks
discretionary authority to vote the shares. Brokers are prohibited
from exercising discretionary authority on non-routine matters.
Proposal one is considered a non-routine matter and, therefore,
brokers cannot exercise discretionary authority regarding this
proposal for beneficial owners who have not returned proxies to the
brokers.
Abstentions or broker
non-votes or failures to vote will have no effect in the election
of directors, who will be elected by a plurality of the affirmative
votes cast.
The affirmative vote of
the holders of a majority of the shares present in person or by
proxy and entitled to vote to ratify the appointment of BDO USA,
LLP as the Company’s independent auditors for the year ending
December 31, 2020 will be required for approval. An
abstention will be counted as a vote against this
proposal.
An Annual Report,
containing the Company’s audited financial statements for the
years ended December 31, 2019 and December 31, 2018, is
available online at https://www.iproxydirect.com/SMID to all
Stockholders entitled to vote.
Execution of a proxy
will not in any way affect a Stockholder’s right to attend
the Annual Meeting and vote in person. The proxy may be revoked at
any time before it is exercised by written notice to the Company's
Secretary prior to the Annual Meeting, or by giving to the
Secretary a duly executed proxy bearing a later date than the proxy
being revoked at any time before such proxy is voted, or by
appearing at the Annual Meeting and voting in person. The
shares represented by all properly executed proxies received in
time for the Annual Meeting will be voted as specified
therein. Proxies that are signed and returned but do not
include voting instructions shares will be voted in favor of the
election of Directors of those persons named in this Proxy
Statement and in favor of the proposal to ratify and approve the
selection of BDO USA, LLP as the independent auditors for the
Company for the year ending December 31,
2020.
The Board of Directors
knows of no other matter to be presented at the Annual Meeting. If
any other matter should be presented at the Annual Meeting upon
which a vote may be taken, such shares represented by all proxies
received by the Board of Directors will be voted with respect
thereto in accordance with the judgment of the persons named as
attorneys in the proxies. The Board of Directors knows of no
matter to be acted upon at the Annual Meeting that would give rise
to appraisal rights for dissenting stockholders.
1
Proposal
No. 1
ELECTION OF
DIRECTORS
Five Directors,
constituting the entire Board of Directors, are to be elected at
the Annual Meeting. Each Director of the Company is elected at the
Company’s Annual Meeting of Stockholders and serves until his
successor is elected and qualified. Vacancies and newly created
directorships resulting from any increase in the number of
authorized Directors may be filled by a majority vote of Directors
then remaining in office. Officers are elected by and serve at the
discretion of the Board of Directors.
Shares represented by
all proxies received by the Board of Directors and not so marked as
to withhold authority to vote for an individual Director, or for
all Directors, will be voted (unless one or more nominees are
unable or unwilling to serve) for the election of the nominees
named below. The Board of Directors knows of no reason why any
such nominee should be unwilling to serve, but if such should be
the case, proxies will be voted for the election of some other
person or for fixing the number of Directors at a lesser
number.
The Board unanimously
recommends that Stockholders vote FOR
election of the
five nominees for Director.
The following table
sets forth certain information concerning each nominee for election
as a Director of the Company:
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Name
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Age
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Director
Since
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Position
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Rodney I.
Smith
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81
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1970
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Chairman of the Board of
Directors
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Ashley B.
Smith
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58
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1994
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Chief Executive Officer,
President, and Director
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Wesley A.
Taylor
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72
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1994
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Director
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Richard
Gerhardt
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53
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2016
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Director
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James Russell
Bruner
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64
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2018
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Director
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Background
The following is a brief
summary of the background of each nominee for Director of the
Company:
Rodney I.
Smith.
Chairman of
the Board of Directors. Rodney I. Smith co-founded the Company in 1960 and
became its President and Chief Executive Officer in 1965. He served
as President until 2012 and Chief Executive Officer until May 2018.
He has served on the Board of Directors and has been its Chairman
since 1970. Mr. Smith is the principal developer and inventor
of the Company’s proprietary and patented products. He
is the past President of the National Precast Concrete
Association. Mr. Smith has served on the Board of Trustees of
Bridgewater College in Bridgewater, Virginia since 1986. The
Company believes that Mr. Smith’s extensive experience in the
precast concrete products industry and his knowledge of the
marketplace gives him the qualifications and skills necessary to
serve in the capacity as the Chairman of the Board of
Directors.
Ashley B.
Smith. Chief Executive Officer, President, and
Director. Ashley B. Smith has served as Chief Executive Officer
of the Company since May 2018, President of the Company since 2012,
and as a Director since 1994. Mr. Smith was Vice President of the
Company from 1990 to 2011. He is the immediate past Chairman of the
National Precast Concrete Association. Mr. Smith holds a
Bachelor of Science degree in Business Administration from
Bridgewater College. Mr. Ashley B. Smith is the son of Mr.
Rodney I. Smith. The Company believes that Mr. Smith’s
education, experience in the precast concrete industry and business
experience give him the qualifications and skills necessary to
serve in the capacity as a director.
Wesley A.
Taylor. Director. Wesley A. Taylor served as Vice President of
Administration of the Company from 1989 until January 2017 and has
served as a Director since 1994. Mr. Taylor holds a Bachelor of
Arts degree from Northwestern State University. The Company
believes that Mr. Taylor’s education, business experience and
his extensive experience in the precast concrete industry gives him
the qualifications and skills necessary to serve in the capacity as
a director.
2
Richard Gerhardt.
Director. Mr. Gerhardt has served as a member of the Board of
Directors of the Company since 2016. He has served as President of
Sales Services International, Inc., a consulting firm, since April
2019, and Chief Sales Officer for The Mail Group, a logistics
company, since April 2019, and is also serving as a Fauquier
County, Virginia Supervisor for the Cedar Run Magisterial District
since January 2016. Mr. Gerhardt presently serves on the boards of
Path Foundation (formally Fauquier Health Foundation), Virginia
Gold Cup Association and Fauquier Free Clinic. From 2003 to 2014,
Mr. Gerhardt served in an escalating succession of positions for
three global shipping and logistic companies: DHL Global Mail, ESI
Global Logistic and MSI Worldwide. His eight years as President,
Chief Operating Officer, and a shareholder of MSI Worldwide
culminated in its acquisition by Belgian Post. Mr. Gerhardt holds a
Bachelor of Arts in Business Administration with a minor in
Economics from Washington College in Chestertown, Maryland. The
Company believes that Mr. Gerhardt's current and past
business-related experience provides him with the knowledge and
skills necessary to serve in the capacity as a director of the
Company.
James Russell
Bruner.
Director. Mr. Bruner has served as a member of the Board of
Directors of the Company since December 2018. Mr. Bruner has served as Chairman of Maersk Line,
Limited (“Maersk Line”) since November 2016 and was
President and Chief Executive Officer of Maersk Line from January
2014 to November 2017. Maersk Line owns and operates a fleet of
container and tanker ships that are under the flag of the United
States. These ships support military, government and humanitarian
missions through the transportation of United States government
cargo on an international basis. Through its subsidiaries, Maersk
Line owns and/or operates ships designed to carry wheeled cargo and
a fleet of tankers and maritime support vessels. Maersk Line
operates as a subsidiary of A.P. Moller-Maersk A/S, an integrated
transport and logistics company headquartered in Copenhagen,
Denmark. Mr. Bruner attended Bridgewater College in Virginia. He is
a graduate of the University of Michigan Executive Program and
Harvard Business School's Advanced Management Program.
The Company believes that Mr. Bruner's current and
past business-related experience provides him with the knowledge
and skills necessary to serve in the capacity as a director of the
Company.
GENERAL INFORMATION RELATING
TO THE BOARD OF DIRECTORS AND OFFICERS
Director
Independence
Currently Richard
Gerhardt, James Russell Bruner, and Wesley A. Taylor are
independent directors of the Company as determined under the NASDAQ
Marketplace Rules. The other Directors are not considered
independent in view of their positions as current or recent
executive officers of the Company.
Meetings of the Board of
Directors
The Board of Directors
met formally three times during 2019 and met informally on a number
of occasions, voting on corporate actions, in some cases, by
written consent. All of the Company’s current directors
attended all of the meetings of the Board of Directors in person
and the respective committees of which he is a member.
With the exception of
Rodney I. Smith and Ashley B. Smith, who are father and son,
respectively, no Director or executive officer of the Company is
related by blood, marriage, or adoption to any of the
Company’s other Directors or executive officers. There are no
related-party transactions required to be disclosed pursuant to
Item 404 of Regulation S-K.
3
Nominating and
Governance Committee
The Company created a Nominating and Governance
Committee in April, 2020. The Nominating and Governance Committee
operates under a written charter adopted by the Board of Directors
and the charter is available without charge on our website
at www.smithmidland.com
under the heading “Investor
Relations/Governance/Governance Docs”. Hard copies may also
be obtained, without charge, by writing to our Secretary at
Smith-Midland Corporation at 5119 Catlett Road, Midland, Virginia
22728.
As of the record date, the members
of the Nominating and Governance Committee consisted of Richard
Gerhardt and James Russell Bruner. All of the members of the
Nominating and Governance Committee have been determined to meet
the applicable NASDAQ Marketplace and SEC rules for independence.
The purpose of the Nominating and Governance Committee is to
identify, screen and recommend to the Board qualified candidates to
serve as directors, to develop and recommend to the Board a set of
corporate governance principles applicable to the Company, and to
oversee corporate governance and other organizational matters. The
Nominating and Governance Committee’s responsibilities will
include, among other things:
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reviewing
qualified candidates to serve as directors;
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aiding
in attracting qualified candidates to serve on the
Board;
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considering,
reviewing and investigating (including with respect to potential
conflicts of interest of prospective candidates) and either
accepting or rejecting candidates suggested by stockholders,
directors, officers, employees and others;
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recommending
to the Board nominees for new or vacant positions on the Board and
providing profiles of the qualifications of the
candidates;
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monitoring
our overall corporate governance and corporate compliance
program;
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reviewing
and adopting policies governing the qualification and composition
of the Board of Directors;
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reviewing
and making recommendations to the Board regarding Board structure,
including establishing criteria for committee membership,
recommending processes for new Board member orientation, and
reviewing and monitoring the performance of incumbent
directors;
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recommending
to the Board action with respect to implementing resignation,
retention and retirement policies of the Board;
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reviewing
the role and effectiveness of the Board, the respective Board
committees and the directors in our corporate governance
process; and
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reviewing
and making recommendations to the Board regarding the nature and
duties of Board committees, including evaluating the committee
charters, recommending appointments to committees, and recommending
the appropriate chairperson for the Board.
Director
Nomination Procedures
The Nominating and Governance
Committee will consider individuals recommended by stockholders for
nomination as candidates for election to the Board at annual
meetings of stockholders. Such suggested nominees will be
considered in the context of the Nominating and Governance
Committee’s determination regarding all issues relating to
the composition of the Board, including the size of the Board, any
criteria the Nominating and Governance Committee may develop for
prospective Board candidates and the qualifications of candidates
relative to any such criteria. The Nominating and Corporate
Governance Committee may also take into consideration the number of
shares held by the recommending stockholder and the length of time
that such shares have been held. Any stockholder who wants to
nominate a candidate for election to the Board must deliver timely
notice to our Secretary at Smith-Midland Corporation at 5119
Catlett Road, Midland, Virginia 22728. In order to be timely, the
notice must be delivered:
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in the case of an annual meeting, not less than 60
days nor more than 90 days prior to the anniversary date of the
immediately preceding annual meeting of stockholders, although if
the annual meeting is more than 30 days before or more than 60 days
after such anniversary date, the notice must be received not less
than 60 days nor more than 90 days prior to the date of such annual
meeting or the 10th
day following the date public
disclosure of the annual meeting was made; and
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in the case of a special meeting, not less than 60
days nor more than 90 days prior to the date of such special
meeting or the 10th
day following the date public
disclosure of the special meeting was made.
4
The
stockholder’s notice to the Secretary must set
forth:
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as
to each person whom the stockholder proposes to nominate for
election as a director
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the
nominee’s name, age, business address and residence
address;
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the
nominee’s principal occupation and employment;
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the
class and series and number of shares of each class and series of
capital stock of the Company which are owned beneficially or of
record by the nominee, and any other direct or indirect pecuniary
or economic interest in any capital stock of the Company held by
the nominee, including without limitation, any derivative
instrument, swap (including total return swaps), option, warrant,
short interest, hedge or profit sharing arrangement, and the length
of time that such interest has been held by the nominee;
and
o
any
other information relating to the nominee that would be required to
be disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for election of
directors pursuant to Section 14 of the Securities and Exchange Act
of 1934, as amended, and the rules and regulations promulgated
thereunder.
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as to the
stockholder giving the notice
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the
stockholder’s name and record address;
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the
class and series and number of shares of each class and series of
capital stock of the Company which are owned beneficially or of
record by the stockholder, and any other direct or indirect
pecuniary or economic interest in any capital stock of the Company
held by the stockholder, including without limitation, any
derivative instrument, swap (including total return swaps), option,
warrant, short interest, hedge or profit sharing arrangement, and
the length of time that such interest has been held by the
stockholder; and
o
any other
information relating to the stockholder that would be required to
be disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for election of
directors pursuant to section 14 of the Securities and Exchange Act of 1934, as
amended, and the rules and regulations promulgated
thereunder.
The Nominating and Governance
Committee will consider certain minimum qualifications for serving
as a director including that a nominee demonstrate, by significant
accomplishment in his or her field, an ability to make a meaningful
contribution to the Board’s oversight of the business and
affairs of the Company and have an impeccable record and reputation
for honesty and ethical conduct in both his or her professional and
personal activities. In addition, the Nominating and Governance
Committee will examine a candidate’s specific experiences and
skills, relevant industry background and knowledge, time
availability in light of other commitments, potential conflicts of
interest, interpersonal skills and compatibility with the Board,
and independence from management and the Company. The Nominating
and Governance Committee will also seek to have the Board represent
a diversity of backgrounds in regards to the anticipated needs of
the Company as a whole so as to leverage the experience and
education of each director in achieving the goals of the
Company. The Nominating and Governance Committee will not
assign specific weights to particular criteria and no particular
criterion will necessarily be applicable to all prospective
nominees. The Nominating and Governance Committee believes
that the backgrounds and qualifications of the directors,
considered as a group, should provide a composite mix of
experience, knowledge and abilities that will allow the Board to
fulfill its responsibilities.
The Nominating
and Governance Committee will identify potential nominees through
independent research and through consultation with current
directors and executive officers and other professional colleagues.
The Nominating and Governance Committee will look for persons
meeting the criteria above and take note of individuals who have
had a change in circumstances that might make them available to
serve on the Board, for example, retirement as a Chief
Executive Officer or Chief Financial Officer of a company. The
Nominating and Governance Committee also, from time to time, may
engage firms that specialize in identifying director candidates. As
described above, the Nominating and Governance Committee will also
consider candidates recommended by stockholders.
Once
a person has been identified by the Nominating and Governance
Committee as a potential candidate, the committee may collect and
review publicly available information regarding the person to
assess whether the person should be considered further. If the
Nominating and Governance Committee determines that the candidate
warrants further consideration by the committee, the Chairman or
another member of the committee will contact the person. If the
person expresses a willingness to be considered and to serve on the
Board, the Nominating and Governance Committee will request a
resume and other information from the candidate, review the
person’s accomplishments and qualifications, including in
light of any other candidates that the committee might be
considering. The Nominating and Governance Committee may also
conduct one or more interviews with the candidate, either in
person, telephonically or both. In certain instances, Nominating
and Governance Committee members may conduct a background check,
may contact one or more references provided by the candidate or may
contact other members of the business community or other persons
that may have greater first-hand knowledge of the candidate’s
accomplishments. The Nominating and Governance Committee’s
evaluation process will not vary based on whether a candidate is
recommended by a stockholder, although, as stated above, the
committee may take into consideration the number of shares held by
the recommending stockholder and the length of time that such
shares have been held.
5
Compensation Committee
The Compensation Committee operates
under a written charter adopted by the Board of Directors and the
charter is available without charge on our website
at www.smithmidland.com
under the heading “Investor
Relations/Governance/Governance Docs”. Hard copies may
also be obtained, without charge, by writing to our Secretary at Smith-Midland Corporation at 5119
Catlett Road, Midland, Virginia 22728. The Compensation Committee
reviews and assesses the adequacy of its charter annually. The
Compensation Committee held three meetings during the fiscal year
ended December 31, 2019.
As of the
fiscal year ended December 31,
2019 and as of the record date, the
members of the Compensation Committee consisted of Richard Gerhardt
and James Russell Bruner. Each member of the Compensation Committee
has been determined by the Board, which will be reviewed on an
annual basis, to meet the standards for independence required of
compensation committee members by NASDAQ Marketplace and applicable
SEC rules.
The Compensation
Committee assists the Board in determining the compensation of the
Company’s executive officers, board advisers, and directors
of the Company, including but not limited to, the grant of
restricted stock pursuant to the 2016 Stock Incentive Plan or other
plan that may be established. The
Compensation Committee’s principal responsibilities, which
have been authorized by the Board, are:
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approving
the corporate goals and objectives applicable to the compensation
for the Chief Executive Officer, evaluating at least annually the
Chief Executive Officer’s performance in light of those goals
and objectives and determining and approving the Chief Executive
Officer’s compensation level based on this
evaluation;
●
reviewing
and approving other executive officers’ annual base salaries
and annual incentive opportunities (after considering the
recommendation of our Chief Executive Officer with respect to the
form and amount of compensation for executive officers other than
the Chief Executive Officer);
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evaluating
the level and form of compensation for Board of Directors and
committee service by non-employee members of our Board and
recommending changes when appropriate;
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advising the Board on compensation and benefits
matters, including making recommendations and decisions where
authority has been granted regarding our equity-based compensation
plans and benefit plans
generally, including employee bonus and retirement plans and
programs;
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approving
the amount of and vesting of equity awards;
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evaluating
the need for, and provisions of, any employment contracts/severance
arrangements for the Chief Executive Officer and other executive
officers; and
●
reviewing
and discussing with management our disclosure relating to executive
compensation proposed by management to be included in our proxy
statement and recommending that such disclosures be included in our
annual report on Form 10-K and proxy statement.
The Compensation Committee
does not delegate any of its responsibilities to other committees
or persons. Participation by executive officers in the
recommendation or determination of compensation for executive
officers or directors is limited to (i) recommendations by our
Chief Executive Officer to our Compensation Committee regarding the
compensation of executive officers other than with respect to
himself and (ii) our Chief Executive Officer’s
participation in Board determinations of compensation for the
non-employee directors.
Compensation Committee
Interlocks and Insider Participation
Neither member
of the Compensation Committee is or was at any time an officer or
employee of the Company or has or had at any time any relationship
with the Company that requires disclosure under Item 404 of
Regulation S-K.
6
Audit
Committee
The Company
created an Audit Committee in August
2018. The Audit Committee operates under a written charter adopted
by the Board of Directors and the charter is available without
charge on our website at www.smithmidland.com
under the heading “Investor
Relations/Governance/Governance Docs”. Hard copies may
also be obtained, without charge, by writing to our Secretary at Smith-Midland Corporation at 5119
Catlett Road, Midland, Virginia 22728.
As of the fiscal year ended December 31, 2019, the members of the
Audit Committee consisted of Richard Gerhardt and James Russell
Bruner. Wesley A. Taylor was added as a member of the Audit
Committee in April 2020, prior to the record date. Each member of
the Audit Committee has been determined by the Board, which will be
reviewed on an annual basis, to meet the standards for independence
required of audit committee members by NASDAQ Marketplace and
applicable SEC rules. The Board has determined that Mr. Bruner is
an audit committee "financial expert,” within the meaning of
applicable SEC rules based upon his education, which he is a
graduate of the University of Michigan Executive Program and
Harvard Business School’s Advanced Management Program, and
business-related experience.
The formal
report of the Audit Committee is included in this proxy
statement.
The Audit Committee
oversees all accounting and financial reporting processes and the
audit of the Company’s financial statements. The Audit
Committee is responsible for overseeing the quality and integrity
of the Company’s financial statements and the qualifications,
independence, selection and performance of the Company’s
independent registered public accounting firm.
Leadership
Structure
Currently, the Company
separates the roles of Chairman of the Board and Chief Executive
Officer. Rodney I. Smith is Chairman of the Board. The Company
believes that Mr. Rodney I. Smith's history with the Company, as
co-founder and former executive officer, makes him an appropriate
person to provide Chairman oversight.
Risk
Oversight
It is the responsibility
of the Board to oversee the assets of the Company and to ensure
that appropriate controls are in place to minimize risks associated
with such assets. While the Board is tasked with the
responsibility to detect potential high level risks, management is
tasked with managing risk on a daily basis. Where possible,
management, in conjunction with the Board, has defined high level
risk controls to help mitigate the most significant risks to the
Company.
Code of
Ethics
Our Board of Directors
has adopted a Code of Ethics as well as a Finance Code of
Professional Conduct. The Code of Ethics covers all directors,
officers, and other employees of the Company and describes the
policies and procedures for their ethical conduct. The Finance Code
of Professional Conduct covers conduct in the practice of financial
management and specifically relates to the Chief Executive Officer,
the Chief Financial Officer, Accounting Manager and other
associates of the finance organization.
Communications Between
Stockholders and the Board of Directors
Stockholders and other
interested parties wishing to communicate with members of the Board
of Directors should send a letter to the Secretary of the Company
with instructions as to which director(s) is to receive the
communication. The Secretary will forward the written
communication to each member of the Board of Directors identified
by the stockholder or, if no individual director is identified, to
all members of the Board of Directors.
7
Director Attendance at Annual
Meeting
The Company has not in
the past required members of the Board of Directors to attend each
annual meeting of the stockholders because the formal meetings have
been attended by very few stockholders, and have generally been
brief and procedural in nature. All of the Company’s
current directors attended the 2019 Annual Meeting of stockholders.
The Board will continue to monitor stockholder interest and
attendance at future meetings and re-evaluate this policy as
appropriate.
Director
Compensation
All non-executive officer Directors receive $3,000 per meeting as
compensation for their services as Directors, with an additional
$3,000 annual fee for service as the chair of the Audit Committee,
$3,000 annual fee for service as the chair of the Compensation
Committee, and $6,000 annual fee for service as the Chairman of the
Board.
The Company does not pay any additional compensation to directors
who are members of our management, but the Company reimburses all
directors for out-of-pocket expenses incurred in connection with
attending Board and committee meetings or otherwise in their
capacity as directors.
Director Compensation Table
for 2019
|
Name
|
Fees
Earned or
Paid in Cash
($)
|
Stock
Awards
($)(2)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compen-sation
|
Non-
Qualified
Deferred
Compen-
sation
Earnings
|
All Other
Compen-sation
|
Total
($)
|
|
Rodney I.
Smith
|
15,000
|
—
|
—
|
—
|
—
|
—
|
15,000
|
|
Ashley B.
Smith
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|
Wesley A.
Taylor
|
9,000
|
—
|
—
|
—
|
—
|
—
|
9,000
|
|
Richard
Gerhardt
|
12,000
|
—
|
—
|
—
|
—
|
—
|
12,000
|
|
James Russell
Bruner
|
12,000
|
—
|
—
|
—
|
—
|
—
|
12,000
|
Executive
Officers
The executive officers
of the Company are:
|
|
|
|
|
Director or
Executive
|
|
|
|
Name
|
|
Age
|
|
Officer Since
|
|
Position
|
|
Ashley B.
Smith
|
|
58
|
|
1994
|
|
Chief Executive Officer,
President, and Director
|
|
|
|
|
|
|
|
|
|
Adam J.
Krick
|
|
35
|
|
2018
|
|
Chief Financial Officer,
Secretary, and Treasurer
|
Adam J.
Krick.
Chief Financial Officer. Adam J. Krick has served as Chief Financial Officer of
the Company since January 2018. Prior to becoming the Chief
Financial Officer, Mr. Krick served as the Accounting Manager for
the Company since 2014. Prior to joining the Company, Mr. Krick
worked in public accounting focusing on tax and business
consulting. Mr. Krick serves on the board of the OTCQX U.S.
Advisory Council, and he also serves as the Treasurer for
Precast/Prestressed Concrete Institute Mid-Atlantic Chapter. Mr.
Krick is a Certified Public Accountant and holds a Bachelor of
Business Administration degree in Accounting from James Madison
University.
For the biography of Mr.
Ashley B. Smith please see “Proposal No. 1—Election of
Directors”.
8
Proposal
No. 2
PROPOSAL TO RATIFY AND APPROVE
THE SELECTION OF BDO USA, LLP
AS THE INDEPENDENT AUDITORS
FOR THE COMPANY FOR THE YEAR ENDING
December 31,
2020
The Company has
selected BDO USA, LLP to serve as its independent registered public
accounting firm for the year ending December 31,
2020.
The Board unanimously recommends that
Stockholders vote FOR the ratification of the
selection of BDO USA, LLP as the independent auditors for the
Company for the year ending December 31,
2020.
AUDIT COMMITTEE
REPORT
The Company
created an Audit Committee in August 2018. The following is the
report of the Audit Committee of the Board of Directors of the
Company.
The Audit
Committee is responsible for overseeing the integrity of the
Company’s financial statements, the qualifications,
independence, selection and compensation of the Company’s
registered independent public accounting firm, and the internal
control functions as they relate to the preparation of the
financial statements.
Among other
things, the Audit Committee reviews and discusses with management
and with the Company’s independent registered public
accounting firm the results of the Company’s year-end audit,
including the audit report and audited financial statements. The
members of the Audit Committee of the Board are presenting this
report for the fiscal year ended December 31, 2019.
The Audit
Committee acts pursuant to a written charter. The Audit Committee
reviews and assesses the adequacy of its charter annually. The
Audit Committee held four meetings during the fiscal year ended
December 31, 2019.
All members of the Audit Committee
are independent directors, qualified to serve on the Audit
Committee pursuant to the applicable NASDAQ Marketplace
Rules. The Audit Committee
provides advice, counsel, and direction to management and the
independent registered public accounting firm, based on the
information it receives from them.
Management is
responsible for the preparation, presentation and correctness of
the Company’s financial statements, internal controls over
financial reporting and procedures designed to assure compliance
with generally accepted accounting procedures. The Company’s
independent registered public accounting firm, BDO USA, LLP, is
responsible for performing an independent audit of the
Company’s consolidated financial statements in accordance
with generally accepted auditing standards in the United States of
America and issuing a report thereon.
Management has
represented to the Audit Committee that the Company’s
consolidated financial statements were prepared in accordance with
generally accepted accounting principles, and the Audit Committee
has reviewed and discussed with management and BDO USA, LLP, the
Company’s audited financial statements as of and for the year
ended December 31, 2019. The Audit Committee also discussed
with BDO USA, LLP the applicable requirements of the Public Company
Accounting Oversight Board (PCAOB) and the Securities and Exchange
Commission. The Audit Committee has received the written
disclosures and the letter from BDO USA, LLP required by applicable
requirements of the PCAOB regarding BDO USA, LLP’s
communications with the Audit Committee concerning independence,
and the Audit Committee has discussed with BDO USA, LLP its
independence. The Audit Committee has also discussed the
compatibility of the provision of non-audit services with the
independent auditor’s independence.
Management has also
represented to the Audit Committee that it has completed an
assessment of the effectiveness of the Company’s internal
control over financial reporting, and the Audit Committee has
reviewed and discussed with management and BDO USA, LLP the scope
and results of their respective assessments of the Company’s
internal control over financial reporting. The Audit Committee met at least
once each quarter since its creation with BDO USA, LLP and
management to review the Company’s interim financial results
before the publication of the Company’s quarterly earnings
press releases. The Audit Committee also intends to meet separately
with BDO USA, LLP without the members of management present on at
least an annual basis.
Based on the review and
discussions described in this report, the Audit Committee
recommended that the audited financial statements referred to above
be included in the Company’s Annual Report on Form 10-K for
the year ended December 31, 2019, for filing with the
Securities and Exchange Commission.
|
|
The Audit
Committee:
Richard Gerhardt
James Russell Bruner
Wesley A.
Taylor |
9
AUDIT AND RELATED
FEES
The aggregate fees
billed for each of the two most recent fiscal years for
professional services rendered by BDO USA, LLP, the principal
accountant for the audit of the Company, for assurance and related
services related to the audit; for tax compliance, tax advice, and
tax planning; and for all other audited-related fees are shown in
the table below.
Audit Fees. Fees charged
as audit fees are for the audit of the Company’s annual
financial statements and review of financial statements included in
the Company’s Forms 10-Q or services that are normally
provided by the accountant in connection with statutory and
regulatory filings or engagements.
Tax Fees. Tax fees are
for professional services rendered by BDO USA, LLP for tax
compliance, tax advice, and tax planning.
Audit-Related Fees. Fees
paid to BDO USA, LLP for the audit of the Company's 401(k) benefit
plan.
The Company has a
separate standing Audit Committee. All members of the Audit
Committee are considered to be independent when using the
definition of the NASDAQ Marketplace Rules.
In accordance with
applicable laws and regulations, the Audit Committee reviews and
pre-approves any non-audit services to be performed by BDO USA, LLP
to ensure that the work does not compromise their independence in
performing their audit services. The Audit Committee generally also
reviews and pre-approves all audits, audit related, tax and all
other fees, as applicable. In some cases, pre-approval may be
provided for up to a year and relates to a particular category or
group of services and is subject to a specific budget and SEC
rules.
|
|
2019
|
2018
|
|
Audit Fees
|
$155
|
$168
|
|
Tax Fees
|
30
|
54
|
|
Audit-Related
Fees
|
10
|
10
|
|
Total Fees
|
$195
|
$232
|
10
BENEFICIAL OWNERSHIP OF COMMON
STOCK
The following table sets
forth, as of April 29, 2020, certain information concerning
ownership of the Company’s Common Stock by (i) each person
known by the Company, based solely on filings with the Securities
and Exchange Commission, to own of record or be the beneficial
owner of more than five percent (5%) of the Company’s Common
Stock, (ii) named executive officers and Directors, and (iii) all
Directors, and executive officers as a group. Except as otherwise
indicated, the stockholders listed in the table have sole voting
and investment powers with respect to the shares
indicated.
|
Name and Address of Beneficial Owner
(1)
|
Number of Shares
Beneficially Owned
(2)
|
Percentage of
Class
|
|
Rodney I. Smith
(1)(3)(4)
|
684,798
|
13.2%
|
|
|
|
|
|
Ashley B. Smith
(1)(3)(4)
|
176,042
|
3.4%
|
|
|
|
|
|
Wesley A. Taylor
(1)
|
28,667
|
*
|
|
|
|
|
|
Richard Gerhardt
(1)
|
2,000
|
*
|
|
|
|
|
|
James Russell Bruner
(1)
|
6,000
|
*
|
|
|
|
|
|
Adam J. Krick
(1)
|
3,545
|
*
|
|
|
|
|
|
Thompson Davis &
Co., Inc. (5)
|
769,643
|
14.8%
|
|
|
|
|
|
Wax Asset Management,
LLC (6)
|
479,895
|
9.3%
|
|
|
|
|
|
All directors and
executive officers as a group (6 persons)
|
901,152
|
17.4%
|
* Less than
1%
(1) The address for
each of Messrs. Rodney I. Smith, Ashley B. Smith, Wesley A.
Taylor, Richard Gerhardt, James Russell Bruner, and Adam J.
Krick is c/o Smith-Midland Corporation, 5119 Catlett Road, Midland,
Virginia 22728.
(2) Pursuant to the
rules and regulations of the Securities and Exchange Commission,
shares of Common Stock that an individual or group has a right to
acquire within 60 days pursuant to the exercise of options or
warrants are deemed to be outstanding for the purposes of computing
the percentage ownership of such individual or group, but are not
deemed to be outstanding for the purpose of computing the
percentage ownership of any other person shown in the
table.
(3) Ashley B. Smith
is the son of Rodney I. Smith. Each of Rodney I. Smith and
Ashley B. Smith disclaims beneficial ownership of the other’s
shares of Common Stock.
(4) Does not
include aggregate of 105,811 shares of Common Stock held by Matthew
Smith and Roderick Smith. Matthew Smith and Roderick Smith are
sons of Rodney I. Smith, and brothers of Ashley B. Smith, for which
each of Rodney I. Smith and Ashley B. Smith disclaims beneficial
ownership.
(5) Address of holder is
15 S. 5th Street, Richmond, VA 23219.
(6) Address of holder is
44 Cherry Lane, Madison, CT 06443.
11
EQUITY COMPENSATION PLAN
INFORMATION
The following table sets
forth information as of December 31, 2019 regarding the
Company's equity compensation plans:
|
Plan Category
|
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
|
Weighted
average exercise
price of
outstanding
options, warrants
and rights
|
Number of
securities remaining
available for future
issuance under
equity compensation
plans
|
|
Equity compensation
plans approved by security holders
|
—
|
—
|
—
|
|
Equity compensation
plans not approved by security holders (1)
|
—
|
—
|
224,834
|
|
Total
|
—
|
—
|
224,834
|
(1) The Equity Incentive
Plan has a balance of 224,834 shares of stock unissued and
available for award at December 31, 2019.
On October 13,
2016 the Company's Board of Directors adopted the 2016 Equity
Incentive Plan (the "Equity Incentive Plan"). Employees, directors
and consultants of the Company are eligible to participate in the
Equity Incentive Plan. The Equity Incentive Plan is administered by
the Compensation Committee of the Board of Directors or the full
Board during such times as no committee is appointed by the Board
or during such times as the Board is acting in lieu of the
committee (the "Committee"). The Equity Incentive Plan provides for
the grant of equity-based compensation in the form of restricted
stock, restricted stock units, performance shares, performance cash
and other share-based awards. The Committee has the authority to
determine the type of award, as well as the amount, terms and
conditions of each award, under the Equity Incentive Plan subject
to the limitations and other provisions of the Equity Incentive
Plan. An aggregate of 400,000 shares of Common Stock, par value
$.01 per share, were authorized for issuance under the Equity
Incentive Plan, subject to adjustment for stock splits, dividends,
distributions, recapitalizations and other similar transactions or
events, of which amount 224,834 remains available for issuance. If
any shares subject to an award are forfeited, expire, or otherwise
terminate without issuance of such shares, such shares shall, to
the extent of such forfeiture, expiration, or termination, again be
available for issuance under the Equity Incentive
Plan.
12
Compensation of Executive
Officers
The following table sets
forth the compensation paid by the Company for services rendered
for 2019 and 2018 to the principal executive officer and the
Company’s two most highly compensated executive officers
other than the principal executive officer (the “named
executive officers”) as of the end of 2019:
Summary Compensation
Table
|
Name and Principal Position
|
|
Year
|
Salary ($)(1)
|
Bonus ($)(2)
|
Stock Awards ($)
|
All Other Compensation ($)
|
Total ($)
|
|
Ashley B.
Smith
|
|
2019
|
275,100
|
152,420
|
—
|
—
|
427,520
|
|
President and Chief
Executive Officer (3)(4)
|
|
2018
|
188,823
|
119,006
|
—
|
3,000
|
310,829
|
|
|
|
|
|
|
|||
|
Adam J.
Krick
|
|
2019
|
144,569
|
55,741
|
—
|
—
|
200,310
|
|
Chief Financial Officer
(5)
|
|
2018
|
134,437
|
20,350
|
17,225
|
3,000
|
175,012
|
(1) Represents
salaries paid in 2019 and 2018 for services provided by each named
executive officer serving in the capacity listed.
(2) Represents
amounts paid for annual performance-based bonus related to
operations for the prior year.
(3) Mr. Ashley B. Smith
became Chief Executive Officer in May 2018.
(4) Mr. Ashley B.
Smith received director’s compensation in the amount of
$3,000 for 2018, as shown in "All Other Compensation". Later in
2018, the Company ceased paying director fees to executive
officers.
(5) Includes 2,500
restricted shares granted in January 2018 pursuant to the Company's
2016 Equity Incentive Plan, which shares vested in full immediately
on the grant date. The value of the common stock shares at the
grant date was $17,225. Mr. Krick received advisory director's
compensation in the amount of $3,000 for the year 2018, as shown in
"All Other Compensation". Later in
2018, the Company ceased paying advisory director fees to executive
officers.
13
The following
table sets forth information for the named executive officers
regarding any common share purchase options, stock awards or equity
incentive plan awards that were outstanding as of December 31,
2019.
Outstanding Equity Awards at
Fiscal Year-End
|
Name
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
Option
Exercise
Price
($/Sh)
|
Option
Expiration Date
|
Number of Shares or
Units of Stock that have not Vested (#)(1)
|
Market Value of Shares
or Units of Stock that have not Vested ($)
|
Equity Incentive Plan
Awards: Number of Unearned Shares, Units or Other Rights that have
not Vested (#)
|
Equity Incentive Plan
Awards: Market or Payout Value of Unearned Shares, Units or Other
Rights that have not Vested ($)
|
|
Ashley B.
Smith
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|
Adam J.
Krick
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|
TOTAL
|
—
|
—
|
|
|
—
|
—
|
—
|
—
|
(1) Restricted shares
granted vest, ratably, on an annual basis, over three years from
the date of grant. All shares granted to the named executive
officers vested prior to December 31, 2019.
Employment Contracts and
Termination of Employment and Change in Control
Arrangements.
The Company has an employment agreement
with its former Chief Executive Officer and current Chairman of the
Board, Rodney I. Smith. While Mr. Smith ceased providing services
as Chief Executive Officer in May 2018, he received his salary,
pursuant to the terms of the agreement, through September 2019. The
agreement also provides for an annual royalty fee of $99,000
payable as consideration for his assignment to the Company of all
of his rights, title and interest in certain patents. Payment
of the royalty continues for as long as the Company is using the
inventions underlying the patents. Mr. Smith also received
compensation from the Company for his services as a Director and
Chairman of the Board. Mr. Smith is currently being compensated with respect
to royalty payments in accordance with the employment
agreement.
14
DELINQUENT SECTION 16(a)
REPORTS
Section 16(a)
(“Section 16(a)”) of the Securities Exchange Act of
1934, as amended, requires executive officers, Directors, and
persons who beneficially own more than ten percent (10%) of the
Company’s Common Stock to file initial reports of ownership
on Form 3, reports of changes in ownership on Form 4, and if
applicable, annual statement of beneficial ownership of securities
on Form 5 with the Securities and Exchange Commission and any
national securities exchange on which the Company’s
securities are registered.
Based solely on a review
of the copies of such forms that have been filed with the
Securities and Exchange Commission, the Company believes that all
reports required by Section 16(a) were filed on time during
2019.
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
BDO USA, LLP acted as
our independent registered public accounting firm for the fiscal
year ended December 31, 2019. A representative of BDO USA, LLP
is expected to be present at the Annual Meeting with the
opportunity to make a statement if he desires to do so, and will be
available to respond to appropriate questions.
VOTING AT
MEETING
The Board of Directors
has fixed April 29, 2020 as the record date for the determination
of Stockholders entitled to vote at this Annual Meeting. On or
about that date, 5,183,991 shares of Common Stock were outstanding
and entitled to vote.
SOLICITATION OF
PROXIES
The cost of solicitation
of proxies will be borne by the Company. In addition to the
solicitation of proxies by mail, officers and employees of the
Company may solicit in person or by telephone. The Company may
reimburse brokerage firms and other persons representing beneficial
owners of shares for their expenses in forwarding solicitation
materials to beneficial owners.
REVOCATION OF
PROXY
Subject to the terms and
conditions set forth herein, all proxies received by the Company
will be effective, notwithstanding any transfer of the shares to
which such proxies relate, unless prior to the Annual Meeting, the
Company receives a written notice of revocation signed by the
person who, as of the record date, was the registered holder of
such shares. The Notice of Revocation must indicate the certificate
number or numbers of the shares to which such revocation relates
and the aggregate number of shares represented by such
certificate(s).
DEADLINE FOR SUBMISSION OF STOCKHOLDER
PROPOSALS FOR THE 2021 ANNUAL MEETING
Pursuant to SEC Rule
14a-8, in order to be included in proxy material for next
year’s Annual Meeting, stockholders’ proposed
resolutions must be received by the Company no later than January
1, 2021. In
addition, the by-laws of the Company require that we be given
advance notice of stockholder nominations for election to the Board
of Directors and of other matters which stockholders wish to
present for action at an annual meeting of stockholders. The
required notice must be delivered to the Secretary of the Company
at our principal offices not less than 60 days and not more than 90
days prior to the anniversary date of the immediately preceding
annual meeting of stockholders. These requirements are separate
from and in addition to the SEC requirements that a stockholder
must meet in order to have a stockholder proposal included in the
Company’s proxy statement.
Pursuant to our
by-laws, if notice of any stockholder proposal is received earlier
than January 28, 2021 or after February 28,
2021, then the
notice will be considered untimely and we are not required to
present such proposal at the Annual Meeting to be held in
2021. If the Board of Directors chooses to present a proposal
submitted after February 28, 2021 at next year’s Annual
Meeting, then the persons named in proxies solicited by the Board
of Directors for such Annual Meeting may exercise discretionary
voting power with respect to such proposal.
15
HOUSEHOLDING OF PROXY
MATERIAL
Some banks, brokers, and
other nominee record holders may have sent a proxy statement, proxy
card, and an annual report to stockholders to multiple stockholders
in your household. If you would like to obtain another copy of the
proxy statement, proxy card or annual report to stockholders,
please contact by mail Secretary, Smith-Midland Corporation, 5119
Catlett Road, Midland, Virginia 22728. If you want to receive
separate copies of our proxy statements, proxy card and annual
reports in the future, or if you are receiving multiple copies and
would like to receive only one copy for your household, you should
contact your bank, broker, or other nominee record
holder.
ANNUAL REPORT ON FORM
10-K
An Annual Report
on Form 10-K as filed with the SEC for the year ended December 31,
2019, containing financial and other information about the Company,
is being mailed to stockholders of record as of the record date, at
the Company's cost.
MISCELLANEOUS
The management does not
know of any other matter that may come before the Annual Meeting.
However, if any other matters are properly presented to the Annual
Meeting, it is the intention of the persons named in the
accompanying proxy to vote, or otherwise act, in accordance with
their judgment on such matters.
|
|
|
|
|
|
|
|
By Order of the Board
of Directors:
|
|
|
|
|
|
/s/ Rodney I.
Smith
|
|
|
|
|
|
Rodney I.
Smith
|
|
|
Chairman of the Board
of Directors
|
|
|
Midland,
Virginia
|
|
|
|
|
|
April 29,
2020
|
THE MANAGEMENT HOPES
THAT STOCKHOLDERS WILL ATTEND THE ANNUAL MEETING. WHETHER OR NOT
YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, DATE, SIGN, AND
RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. PROMPT
RESPONSE WILL GREATLY FACILITATE ARRANGEMENTS FOR THE MEETING AND
YOUR COOPERATION WILL BE APPRECIATED. STOCKHOLDERS WHO ATTEND THE
MEETING MAY VOTE THEIR STOCK PERSONALLY EVEN THOUGH THEY HAVE SENT
IN THEIR PROXIES.
16
|
SMITH-MIDLAND CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS – WEDNESDAY, JUNE 3, 2020 AT
5:00 PM EASTERN TIME
|
 |
|
|
|
|
|||||||
|
CONTROL ID:
|
|
|
|
|
|
|
|
|||||
|
REQUEST ID:
|
|
|
|
|
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The undersigned herby appoints Ashley B. Smith and Adam J. Krick,
or either of them as attorneys and proxies with full power of
substitution in each of them, in the name and stead of the
undersigned to vote for and on behalf of the undersigned at the
Annual Meeting of Stockholders of SMITH-MIDLAND CORPORATION, to be
held at Smith-Midland Corporation, 5119 Catlett Rd., Midland, VA
22728, on Wednesday, June 3, 2020 at 5:00 PM Eastern Time, and at
any adjournment or adjournments thereof, upon and with respect to
all shares of the Common Stock of the Company upon and with respect
to which the undersigned would be entitled to vote and act if
personally present. The undersigned hereby directs Ashley B. Smith
and Adam J. Krick to vote in accordance with their judgement on any
matters which may properly come before the meeting, all as
indicated in the Notice of the meeting receipt of which is hereby
acknowledged, and to act on the matters set forth in such
Notice.
The shares represented by this proxy will be voted for and in favor
of the items set forth unless a contrary specification is
made.
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(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
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VOTING INSTRUCTIONS
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If you vote by fax, internet or phone, please DO NOT mail your
proxy card.
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MAIL:
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Please mark, sign, date, and return this Proxy Card promptly using
the enclosed envelope.
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FAX:
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Complete the reverse portion of this Proxy Card and Fax to
202-521-3464.
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INTERNET:
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https://www.iproxydirect.com/SMID
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PHONE:
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1-866-752-VOTE(8683)
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17
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ANNUAL MEETING OF THE STOCKHOLDERS OF SMITH-MIDLAND
CORPORATION
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PLEASE COMPLETE, DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN
HERE: ☒
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PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
THE
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The Board of Directors recommends a vote
FOR all the nominees listed and FOR Proposal
2.
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Proposal 1
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FOR
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WITHHOLD
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Election of directors:
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Rodney
I. Smith
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☐
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☐
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Ashley
B. Smith
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☐
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☐
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CONTROL ID:
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Wesley
A. Taylor
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☐
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☐
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REQUEST ID:
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James
Russell Bruner
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☐
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☐
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Richard
Gerhardt
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☐
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☐
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FOR
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AGAINST
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ABSTAIN
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Proposal to ratify and approve the selection of BDO USA, LLP as the
independent auditors for the Company for the year ending December
31, 2020.
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☐
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☐
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☐
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Proposal 3
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In their discretion to transact such other business as may properly
come before the meeting or any adjournments thereof.
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MARK “X” HERE IF YOU PLAN
TO ATTEND THE MEETING: ☐
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MARK HERE FOR ADDRESS CHANGE ☐ New Address (if applicable):
____________________________________________________________________________________
IMPORTANT: Please sign exactly
as your name or names appear on this Proxy. When shares are held
jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full
title as such. If the signer is a corporation, please sign full
corporate name by duly authorized officer, giving full title as
such. If signer is a partnership, please sign in partnership name
by authorized person.
Dated: ________________________, 2020
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(Print Name of Stockholder and/or Joint Tenant)
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(Signature of Stockholder)
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(Second Signature if held jointly)
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18