Filed
by the Registrant:
|
¨
|
Filed by a Party other than the Registrant:
|
¨
|
Check
the appropriate box:
|
|
¨
|
Preliminary
Proxy Statement
|
¨
|
Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
ý
|
Definitive
Proxy Statement
|
¨
|
Definitive
Additional Materials
|
¨
|
Soliciting
Material Pursuant to §240.14a-12
|
Payment
of Filing Fee (Check the appropriate box):
|
||
ý
|
No
fee required.
|
|
¨
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
|
|
(1)
|
Title
of each class of securities to which transaction
applies:
|
|
(2)
|
Aggregate
number of securities to which transaction applies:
|
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is
calculated and state how it was determined):
|
|
(4)
|
Proposed
maximum aggregate value of transaction:
|
|
(5)
|
Total
fee paid:
|
|
|
|
¨
|
Fee
paid previously with preliminary materials.
|
|
¨
|
Check
box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing for which the offsetting fee
was paid
previously. Identify the previous filing by registration statement
number,
or the Form or Schedule and the date of its filing.
|
|
|
(1)
|
Amount
Previously Paid:
|
|
(2)
|
Form,
Schedule or Registration Statement No.:
|
|
(3)
|
Filing
Party:
|
|
(4)
|
Date
Filed:
|
|
|
Page
|
|
|
|
PROXY
STATEMENT
|
|
1 |
General
Information
|
|
1 |
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
|
|
2 |
SECURITY
OWNERSHIP OF MANAGEMENT
|
|
3 |
CORPORATE
GOVERNANCE
|
|
4 |
Board
of Directors
|
|
4 |
Independence
of Directors
|
|
4 |
Executive
Sessions
|
|
4 |
Board
Committees
|
|
4 |
Audit
Committee
|
|
4 |
Executive
Committee
|
|
5 |
Nominating
and Corporate Governance Committee
|
|
5 |
Compensation
Committee
|
|
5 |
Compensation
of Directors
|
|
6 |
Shareholder
Communications
|
|
7 |
Code
of Business Conduct and Ethics
|
|
7 |
Section
16(a) Beneficial Ownership Reporting Compliance
|
|
7 |
PROPOSAL
1: ELECTION OF DIRECTORS
|
|
8 |
Information
about the Nominees
|
|
8 |
EXECUTIVE
OFFICERS
|
|
9 |
DISCUSSION
OF EXECUTIVE COMPENSATION
|
|
10 |
Employment
Agreements
|
|
10 |
Barry
D. Zyskind
|
|
10 |
Ronald
E. Pipoly, Jr.
|
|
10 |
Max
G. Caviet
|
|
11 |
Michael
J. Saxon
|
|
12 |
Christopher
M. Longo
|
|
12 |
2005
Equity Incentive Plan
|
|
13 |
Summary
Compensation Table for Fiscal Year 2007
|
|
13 |
Grant
of Plan-Based Awards for Fiscal Year 2007
|
|
14 |
Outstanding
Equity Awards at Fiscal Year-End
|
|
14 |
Options
Exercises and Stock Vested
|
|
15 |
Potential
Payments upon Termination or Change-In-Control
|
|
15 |
COMPENSATION
COMMITTEE REPORT
|
|
16 |
COMPENSATION
DISCUSSION AND ANALYSIS
|
|
16 |
Overview
|
|
16 |
Executive
Compensation
|
|
16 |
Tax
Deductibility of Executive Compensation
|
|
18 |
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
|
|
19 |
REPORT
OF OUR AUDIT COMMITTEE
|
|
20 |
PROPOSAL
2: RATIFICATION OF INDEPENDENT AUDITORS
|
|
21 |
Audit
and Non-Audit Fees
|
|
21 |
Pre-Approval
Policies and Procedures of the Audit Committee
|
|
21 |
ADDITIONAL
MATTERS
|
22 | |
Shareholders’
Proposals for the 2008 Annual Meeting
|
22 | |
Annual
Report and Financial Statements
|
22 | |
Other
Business
|
22 |
Amount and Nature
of Beneficial
Ownership
|
|
Percent
of Class
|
|||||
|
|
|
|||||
Barry
D. Zyskind
|
|
|
|||||
59
Maiden Lane, 6th Floor
|
|
|
|||||
New
York, New York 10038
|
6,022,000
|
10.0
|
%
|
||||
George
Karfunkel
|
|
|
|||||
59
Maiden Lane, 6th Floor
|
|
|
|||||
New
York, New York 10038
|
18,570,500
|
(1)(2)
|
31.0
|
%
|
|||
Michael
Karfunkel
|
|||||||
59
Maiden Lane, 6th Floor
|
|||||||
New
York, New York 10038
|
18,838,357
|
(1)(3)
|
31.4
|
%
|
|||
New
Gulf Holdings, Inc.
|
|||||||
59
Maiden Lane, 6th Floor
|
|||||||
New
York, New York 10038
|
7,985,714
|
(1)
|
13.3
|
%
|
(1) |
Messrs. M.
Karfunkel and G. Karfunkel each own 50.0% of Gulf USA Corporation,
which
owns 100% of New Gulf Holdings, Inc. (“NGH”). NGH owns 7,985,714 shares of
Common Stock. Messrs. M. Karfunkel and G. Karfunkel share voting and
investment power with respect to the shares owned by
NGH.
|
(2) |
The
Chesed Foundation of America, a charitable foundation controlled
by
Mr. G. Karfunkel, owns 1,551,786 shares of Common Stock. Mr. G.
Karfunkel does not have a beneficial interest in the shares owned
by
Chesed Foundation of America and, therefore, Mr. G. Karfunkel
disclaims beneficial ownership of these shares of Common
Stock.
|
(3) |
The
Hod Foundation, a charitable foundation controlled by Mr. M.
Karfunkel, owns 1,819,643 shares of Common Stock. Mr. M. Karfunkel
disclaims beneficial ownership of these shares of Common
Stock.
|
Title
of Class
|
Name of Beneficial Owner
|
Amount & Nature
of Beneficial
Ownership
|
|
Percent
of Class
|
||||||||
|
|
|
|
|
||||||||
Common
|
Barry
D. Zyskind
|
6,022,000
|
10.0
|
%
|
||||||||
Common
|
George
Karfunkel
|
18,570,500
|
(1)(2)
|
|
31.0
|
%
|
||||||
Common
|
Michael
Karfunkel
|
18,838,357
|
(1)(3)
|
|
31.4
|
%
|
||||||
Common
|
Donald
T. DeCarlo
|
28,281
|
(4)
|
|
*
|
|||||||
Common
|
Abraham
Gulkowitz
|
13,281
|
(5)
|
|
*
|
|||||||
Common
|
Isaac
M. Neuberger
|
13,281
|
(5)
|
|
*
|
|||||||
Common
|
Jay
J. Miller
|
13,281
|
(5)
|
|
*
|
|||||||
Common
|
Max
G. Caviet
|
57,031
|
(5)
|
|
*
|
|||||||
Common
|
Michael
J. Saxon
|
193,459
|
(6)
|
|
*
|
|||||||
Common
|
Ronald
E. Pipoly, Jr.
|
193,459
|
(6)
|
|
*
|
|||||||
Common
|
Christopher
M. Longo
|
193,459
|
(6)
|
|
*
|
|||||||
Common
|
Harry
Schlachter
|
22,475
|
(7)
|
|
*
|
|||||||
All
executive officers and
directors
as a group (12 persons)
|
44,158,864
|
|
72.7
|
%
|
* |
Less
than one percent.
|
(1) |
Messrs. M.
Karfunkel and G. Karfunkel each own 50.0% of Gulf USA Corporation,
which
owns 100% of New Gulf Holdings, Inc. (“NGH”). NGH owns 7,985,714 shares of
Common Stock. Messrs. M. Karfunkel and G. Karfunkel share voting and
investment power with respect to the shares owned by
NGH.
|
(2) |
The
Chesed Foundation of America, a charitable foundation controlled
by
Mr. G. Karfunkel, owns 1,551,786 shares of Common Stock. Mr. G.
Karfunkel does not have a beneficial interest in the shares owned
by
Chesed Foundation of America and, therefore, Mr. G. Karfunkel
disclaims beneficial ownership of these shares of Common
Stock.
|
(3) |
The
Hod Foundation, a charitable foundation controlled by Mr. M.
Karfunkel, owns 1,819,643 shares of Common Stock. Mr. M. Karfunkel
disclaims beneficial ownership of these shares of Common
Stock.
|
(4) |
Includes
13,281 options that are exercisable within 60 days of our annual
meeting
to be held on May 23, 2008.
|
(5) |
Options
that are exercisable within 60 days of our annual meeting to be held
on
May 23, 2008.
|
(6) |
Includes
193,359 options that are exercisable within 60 days of our annual
meeting
to be held on May 23, 2008.
|
(7) |
Includes
21,875 options that are exercisable within 60 days of our annual
meeting
to be held on May 23, 2008.
|
·
|
a
majority of the members of our Board of Directors be
independent;
|
·
|
our
Compensation and Nominating and Corporate Governance Committees comprised
solely of Independent Directors;
|
·
|
the
compensation of our executive officers determined by a majority of
our
Independent Directors or a Compensation Committee comprised solely
of
Independent Directors; and
|
·
|
director
nominees being selected or recommended for selection by our Board
of
Directors, either by a majority of our Independent Directors or by
a
Nominating Committee comprised solely of Independent
Directors.
|
Director
|
Audit
Committee
|
Compensation
Committee
|
Executive
Committee
|
Nominating
and Corporate Governance Committee
|
|||||||||
|
|
|
|
||||||||||
Barry
D. Zyskind
|
x
*
|
||||||||||||
Michael
Karfunkel
|
x
|
x
|
x
|
||||||||||
George
Karfunkel
|
x
|
||||||||||||
Donald
T. DeCarlo
|
x
|
x
*
|
|||||||||||
Abraham
Gulkowitz
|
x
**
|
||||||||||||
Isaac
M. Neuberger
|
x
|
x
*
|
|||||||||||
Jay
J. Miller
|
x
|
x
|
* |
Chair
|
** |
Audit
Committee Financial Expert and
Chair
|
Name
|
Fees
Earned
or Paid
in Cash
($)(1)
|
|
Option
Awards
($)(2)
|
|
Total
($)
|
|||||
|
|
|
|
|||||||
Michael
Karfunkel
|
—
|
—
|
—
|
|||||||
George
Karfunkel
|
—
|
—
|
—
|
|||||||
Donald
T. DeCarlo
|
107,750
|
29,318
|
137,068
|
|||||||
Abraham
Gulkowitz
|
78,000
|
29,318
|
107,318
|
|||||||
Isaac
M. Neuberger
|
73,000
|
29,318
|
102,318
|
|||||||
Jay
J. Miller
|
140,000
|
82,507
|
222,507
|
(1) |
The
amounts in this column reflect retainer fees, Board meeting fees
and
committee fees earned in 2007 for service on our Board of Directors
and
its committees and, with respect to Mr. DeCarlo and Mr. Miller,
for service on the boards of directors of various of our
subsidiaries.
|
(2) |
The
amounts in this column reflect the compensation costs for financial
reporting purposes for the year under FAS 123R without regard to
forfeiture assumptions. See Note 11 “Share Based Compensation,” in the
Notes to our Consolidated Financial Statements included in Item 8
of our
Annual Report on Form 10-K for the year ended December 31, 2007 for
our assumptions used to determine the compensation costs associated
with
stock option awards that we expensed in 2007. At December 31, 2007,
the aggregate number of option awards outstanding was: Mr. DeCarlo -
18,750 shares; Mr. Gulkowitz - 18,750 shares; Mr. Neuberger -
18,750 shares; and Mr. Miller - 118,750 shares. Unvested options are
forfeited upon termination of the director’s service; however, if the
director’s termination of service is due to (i) retirement on or after his
sixty-fifth birthday or, with consent of the Company, on or after
his
fifty-fifth birthday; (ii) disability; or (iii) death, the options
become
fully vested. Following the named executive officer’s termination date,
except if terminated for cause, he may exercise vested options for
up to
three months following the termination, or six months if termination
was
due to death, or, if sooner, the expiration dates of the
options.
|
Name
|
|
Age
|
|
Position(s)
|
|
|
|
|
|
Barry
D. Zyskind
|
|
36
|
|
Chief
Executive Officer, President and Director
|
Max
G. Caviet
|
|
53
|
|
President
of AII and AIU
|
Michael
J. Saxon
|
|
49
|
|
Chief
Operating Officer
|
Ronald
E. Pipoly, Jr.
|
|
41
|
|
Chief
Financial Officer
|
Christopher
M. Longo
|
|
34
|
|
Chief
Information Officer
|
Harry
Schlachter
|
|
51
|
|
Senior
Vice President – Finance and
Treasurer
|
Name
and Principal Position
|
Year
|
Salary
($)
|
Stock
Awards
($)(1)
|
Option
Awards
($)(1)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
All Other
Compensation
($)(2)
|
Total
($)
|
|||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||
Barry
D. Zyskind
Chief
Executive Officer
|
2007
2006
|
625,000
600,000
|
—
—
|
—
—
|
1,562,500
1,050,000
|
34,130
34,800
|
2,221,630
1,684,800
|
|||||||||||||||
Ronald
Pipoly
Chief
Financial Officer
|
2007
2006
|
300,000
224,250
|
—
750
|
241,332
202,698
|
375,000
275,000
|
6,750
3,375
|
923,082
706,073
|
|||||||||||||||
Max
Caviet
President
of AIU
|
2007
2006
|
(3)
(4)
|
496,075
489,650
|
|
—
—
|
80,804
48,687
|
667,291
337,000
|
19,108
18,740
|
1,263,278
894,077
|
|||||||||||||
Michael
J. Saxon
Chief
Operating Officer
|
2007
2006
|
400,000
325,000
|
—
750
|
241,332
202,698
|
400,000
325,000
|
6,750
6,600
|
1,048,082
860,048
|
|||||||||||||||
Christopher
Longo
Chief
Information Officer
|
2007
2006
|
250,000
174,250
|
—
750
|
241,332
202,698
|
375,000
262,000
|
6,750
4,375
|
873,082
644,073
|
(1)
|
Represents
the compensation cost of stock awards for financial reporting purposes
for
the year under FAS 123R without regard to forfeiture assumptions.
See Note
11 “Share Based Compensation,” in the Notes to our Consolidated Financial
Statements included in Item 8 of our Annual Report on Form 10-K for
the
year ended December 31, 2006 for our assumptions used to determine
the compensation costs associated with stock awards which we expensed
in
2006; and See Note 12 “Share Based Compensation,” in the Notes to our
Consolidated Financial Statements included in Item 8 of our Annual
Report
on Form 10-K for the year ended December 31, 2007 for our assumptions
used to determine the compensation costs associated with stock awards
which we expensed in 2007.
|
(2) |
The
amounts in this column reflect for each named executive officer matching
contributions made by the Company under the 401(k) plan. The amount
shown
in this column for Mr. Zyskind also includes payments made by the
Company on an automobile leased by Mr. Zyskind, the cost of health
and dental coverage paid by the Company for Mr. Zyskind and his
covered dependents, and the annual premium paid by the Company for
individual permanent life insurance coverage for the benefit of
Mr. Zyskind’s beneficiaries. The amount shown in this column for
Mr. Caviet only includes $14,378 for reimbursement of payments on an
automobile leased by Mr. Caviet and $4,730, the cost of health and
dental coverage, paid by the Company for Mr. Caviet and his covered
dependents.
|
(3) |
Salary
and all other compensation were paid in British pounds, but converted
to
U.S. dollars using the spot market currency exchange rate in effect
in New
York City on December 31, 2007, which was $1.9843 to £1.00. Bonus is
paid in U.S. dollars.
|
(4) |
Salary
and all other compensation were paid in British pounds, but converted
to
U.S. dollars using the spot market currency exchange rate in effect
in New
York City on December 31, 2006, which was $1.9586 to £1.00. Bonus is
paid in U.S. dollars.
|
|
|
Grant
|
|
Estimated Future Payouts
Under Non-Equity Incentive
Plan Target
(1)
|
|
All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
|
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options
|
|
Exercise
or Base
Price of
Option
Awards
|
|
Grant Date
Fair Value
of Stock
and
Option
Awards
|
|
||||||||||||
Name
|
Date
|
Threshold
|
Target
|
Maximum
|
(#)
|
(#)(2)
|
($/Sh)
|
($)(3)
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Barry
D. Zyskind
|
|||||||||||||||||||||||||
Annual
Bonus
|
$
|
1,562,500
|
|||||||||||||||||||||||
Ronald
Pipoly
|
|||||||||||||||||||||||||
Equity
Incentive Plan
|
10/24/2007
|
50,000
|
14.55
|
285,500
|
|||||||||||||||||||||
Annual
Bonus
|
$
|
90,000
|
375,000
|
||||||||||||||||||||||
Max
Caviet
|
|||||||||||||||||||||||||
Equity
Incentive Plan
|
10/24/2007
|
50,000
|
14.55
|
285,500
|
|||||||||||||||||||||
Annual
Bonus
|
744,112
|
||||||||||||||||||||||||
Michael
J. Saxon
|
|||||||||||||||||||||||||
Equity
Incentive Plan
|
10/24/2007
|
50,000
|
14.55
|
285,500
|
|||||||||||||||||||||
Annual
Bonus
|
400,000
|
||||||||||||||||||||||||
Christopher
Longo
|
|||||||||||||||||||||||||
Equity
Incentive Plan
|
10/24/2007
|
50,000
|
14.55
|
285,500
|
|||||||||||||||||||||
Annual
Bonus
|
375,000
|
(1) |
Each
named executive officer’s employment agreement, other than
Mr. Pipoly’s, provides for an annual bonus equal to a pre-determined
percentage of the Company’s profits, which is subject to a maximum amount.
There is no threshold or target amount, other than with respect to
Mr. Pipoly, whose bonus will be no less than 30% of his base salary.
See “Compensation Discussion and Analysis - Bonus” for further explanation
of the calculation of these
bonuses.
|
(2) |
Stock
options were granted to our named executive officers under our 2005
Equity
Incentive Plan. Twenty-five percent of the stock options vest and
become
exercisable on the first anniversary of the grant date, with an additional
6.25% of the stock options vesting each quarter thereafter based
on
continued employment. Each stock option award expires on the tenth
anniversary of the grant date. Unvested options are forfeited upon
termination of employment; however, if the executive’s termination is due
to (i) retirement on or after his sixty-fifth birthday or, with
consent of the Company, on or after his fifty-fifth birthday;
(ii) disability; or (iii) death, the option becomes fully
vested. Following the named executive officer’s termination date, except
if terminated for cause, he may exercise vested options for up to
three
months following the termination, or six months if termination was
due to
death, or, if sooner, the expiration dates of the options. To the
extent
permissible, the stock options are incentive stock options within
the
meaning of Section 422 of the Internal Revenue
Code.
|
(3) |
This
amount reflects the grant date fair value in accordance with FAS
123R.
|
Name
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
|
Option
Exercise
Price
($/Sh)
|
Option
Expiration
Date
|
|||||||||||
|
|
|
|
|
|
|||||||||||
Barry
D. Zyskind
|
||||||||||||||||
Ronald
Pipoly
|
150,390
|
193,360
50,000
|
7.00
14.55
|
2/9/2016
10/23/2017
|
(1)
(2)
|
|||||||||||
Max
Caviet
|
27,343
15,625
|
35,157
34,375
50,000
|
7.00
7.50
14.55
|
2/9/2016
9/1/2016
10/23/2017
|
(1)
(3)
(2)
|
|||||||||||
Michael
J. Saxon
|
150,390
|
193,360
50,000
|
7.00
14.55
|
2/9/2016
10/23/2017
|
(1)
(2)
|
|||||||||||
Christopher
Longo
|
150,390
|
193,360
50,000
|
7.00
14.55
|
2/9/2016
10/23/2017
|
(1)
(2)
|
(1)
|
Granted
on February 9, 2006 under the 2005 Equity Incentive Plan. Twenty
five
percent (25%) of the option vested on February 9, 2007. Thereafter,
an
additional 6.25% of the option vests each quarter, until the option
is
100% vested on February 9, 2010.
|
(2) |
Granted
on October 24, 2007 under the 2005 Equity Incentive Plan. Twenty
five
percent (25%) of the option vested on October 24, 2008. Thereafter,
an
additional 6.25% of the option vests each quarter, until the option
is
100% vested on October 24, 2011.
|
(3) |
Granted
on September 1, 2006 under the 2005 Equity Incentive Plan. Twenty
five
percent (25%) of the option vested on September 1, 2007. Thereafter,
an
additional 6.25% of the option vests each quarter, until the option
is
100% vested on September 1, 2010.
|
|
Stock
Awards
|
||||||
Name
|
Number
of Shares
Acquired
on Vesting
(#)
|
Value
Realized
on Vesting
($)(1)
|
|||||
|
|
|
|||||
Barry
D. Zyskind
|
|||||||
Ronald
Pipoly
|
150,390
|
1,746,672
|
|||||
Max
Caviet
|
42,968
|
569,068
|
|||||
Michael
J. Saxon
|
150,390
|
1,746,672
|
|||||
Christopher
Longo
|
150,390
|
1,746,672
|
(1)
|
The
market value of the shares on the vesting date was determined based
on the
trading price on the NASDAQ on that
date.
|
Name and Principal Position
|
Without
Cause or
For Good
Reason
|
Death
|
Disability
|
Retirement
|
Cause
|
|||||||||||
|
|
|
|
|
|
|||||||||||
Barry
D. Zyskind
|
||||||||||||||||
Salary
Continuation/Bonus
|
$ |
4,375,000
|
(1)
|
$
|
1,250,000
|
(3)
|
$ |
1,250,000
|
(4)
|
|||||||
Benefits
|
33,560
|
(2)
|
||||||||||||||
Ronald
Pipoly
|
||||||||||||||||
Vesting
of Stock Awards(5)
|
753,263
|
753,263
|
||||||||||||||
Max
Caviet
|
||||||||||||||||
Salary
Continuation/Bonus
|
1,930,733
|
(6)
|
1,434,658
|
(6)
|
$
|
1,434,658
|
(7)
|
|||||||||
Benefits
|
35,860
|
(8)
|
||||||||||||||
Vesting
of Stock Awards(5)
|
431,943
|
491,943
|
||||||||||||||
Michael
J. Saxon
|
||||||||||||||||
Salary
Continuation
|
100,000
|
(9)
|
100,000
|
(9)
|
||||||||||||
Vesting
of Stock Awards(5)
|
753,263
|
753,263
|
||||||||||||||
Christopher
Longo
|
||||||||||||||||
Vesting
of Stock Awards(5)
|
753,263
|
753,263
|
(1) |
This
lump-sum benefit includes (i) Mr. Zyskind’s 2007 annual base
salary provided through December 31, 2009, and (ii) the annual
profit bonuses through December 31, 2009, equal to the greater of the
average of the bonuses awarded to him during the three fiscal years
preceding the fiscal year of termination or the bonus awarded to
him for
the fiscal year immediately preceding
termination.
|
(2) |
This
includes the costs for providing Mr. Zyskind with (i) continued
participation through December 31, 2009, in all employee benefit
plans or programs in which he was participating on December 31, 2007
or, if such participation is prohibited, the after-tax economic equivalent
of any such benefit which shall be determined by the lowest cost
Mr. Zyskind would incur in obtaining such benefit individually,
(ii) continued payment of 100% of the cost of health insurance
through the Company’s group health plan for Mr. Zyskind, his spouse
and dependent children through December 31, 2009, and
(iii) other benefits in accordance with applicable plans and programs
of the Company.
|
(3) |
This
amount reflects Mr. Zyskind’s 2007 annual base salary provided
through December 31, 2009.
|
(4) |
This
amount reflects Mr. Zyskind’s 2007 annual base salary provided
through December 31, 2009 (which will be reduced by any long-term
disability insurance benefit provided by the
Company).
|
(5) |
This
amount includes the full vesting of unvested stock options in accordance
with the named executive officers’ Stock Option Award Agreements under the
2005 Equity Incentive Plan.
|
(6) |
This
amount includes (i) Mr. Caviet’s salary through
December 31, 2007, and (ii) Mr. Caviet’s profit bonus, for
a period of five years, on all special risk and extended warranty
business
written by the Company and its affiliates through December 31, 2007
under the direct or indirect supervision of Mr. Caviet, assuming that
such business
does not terminate earlier. Mr. Caviet is entitled to this amount if
the Company elects to non-renew or terminate Mr. Caviet’s employment
for any reason other than gross misconduct. For the definition of
gross
misconduct, see the summary of Mr. Caviet’s employment agreement in
“Discussion of Summary Compensation and Grant of Plan Based Awards
Tables.” Mr. Caviet’s employment agreement does not provide him with
the opportunity to terminate employment with good
reason.
|
(7) |
This
amount includes Mr. Caviet’s profit bonus, for a period of five
years, on all special risk and extended warranty business written
by the
Company and its affiliates through December 31, 2007 under the direct
or indirect supervision of Mr. Caviet, assuming that such business
does not terminate earlier.
|
(8) |
This
amount reflects the cost of providing Mr. Caviet with permanent
health insurance in accordance with his employment
agreement.
|
BDO
Seidman, LLP
|
2007
|
2006
|
|||||
Audit
Fees(1)
|
$
|
1,665,000
|
$
|
1,033,000
|
|||
Audit-Related
Fees(2)
|
—
|
—
|
|||||
Tax
Fees(3)
|
—
|
—
|
|||||
All
Other Fees(4)
|
—
|
4,400
|
|||||
Total
|
$
|
1,665,000
|
$
|
1,037,400
|
(1)
|
Audit
fees relate to professional services rendered for: (i) the audit of
our annual financial statements and the review of our quarterly financial
statements on
Form 10-Q for the fiscal years ended December 31, 2006
and 2007, (ii) the
audit of the Company’s internal control over financial reporting
and (iii) services performed in connection with filings of
registration statements and securities
offerings.
|
(2) |
Audit-related
fees relate to services rendered to us primarily related to benefit
plan
audits.
|
(3) |
Tax
fees relate to services rendered to us for tax compliance, tax planning
and advice.
|
(4) |
Other
services performed include certain advisory services in connection
with
accounting research and do not include any fees for financial information
systems design and implementation.
|
|
|
|
|
|
|
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
|||||
1.
|
Election
of Directors:
|
|
NOMINEES:
|
2.
|
Ratification of the appointment
of BDO Seidman, LLP as Independent Auditor for the year ended December
31,
2008.
|
|
¨
|
|
¨
|
|
¨
|
||||||
|
¨
|
FOR
ALL NOMINEES
|
|
¡
Barry
D. Zyskind
¡
Michael
Karfunkel
¡
George
Karfunkel
¡
Donald
T. DeCarlo
¡
Abraham
Gulkowitz
¡
Isaac
Neuberger
¡
Jay
J. Miller
|
|
||||||||||||
|
¨
|
WITHHOLD AUTHORITY
FOR
ALL NOMINEES
|
|
|
|||||||||||||
|
¨
|
FOR
ALL EXCEPT
(See
instructions below)
|
|
In
their discretion, the proxies are authorized to vote upon such other
business as may properly come before the annual meeting and any
adjournment, postponement or continuation thereof.
|
|||||||||||||
|
|
|
|
|
|
|
|||||||||||
INSTRUCTION:
|
To
withhold authority to vote for
any
individual nominee(s), mark
“FOR
ALL EXCEPT” and fill in
the
circle next to each nominee
you wish
to withhold, as shown here:
|
l
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
To
change the address on your account, please check the box at right
and
indicate your new address in the address space above. Please note
that
changes to the registered name(s) on the account may not be submitted
via this method.
|
¨
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature
of Shareholder:
|
|
Date:
|
|
Signature
of Shareholder:
|
|
Date:
|