def14a
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. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
|
|
|
o
|
|
Preliminary Proxy Statement |
o
|
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
þ
|
|
Definitive Proxy Statement |
o
|
|
Definitive Additional Materials |
o
|
|
Soliciting Material Pursuant to Section 240.14a-12 |
ROCKWELL MEDICAL TECHNOLOGIES, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|
|
|
þ
|
|
No fee required. |
|
|
|
o
|
|
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: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
o
|
|
Fee paid previously with preliminary materials |
|
|
|
o
|
|
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 the
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: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ROCKWELL
MEDICAL TECHNOLOGIES, INC.
30142 Wixom Road
Wixom, Michigan 48393
Dear Shareholder:
You are cordially invited to attend the 2008 Annual Meeting of
Shareholders of Rockwell Medical Technologies, Inc. (the
Company), on Thursday, May 23, 2008 at
9:00 a.m. at the Wixom Community Center, 49015 Pontiac
Trail, Wixom, Michigan. Your Board of Directors and management
look forward to greeting personally those shareholders who are
able to attend.
The meeting principally concerns three matters of particular
interest to the shareholders: the election of one Director for a
three-year term expiring in 2011, the approval of an amendment
to our Articles of Incorporation to increase the number of
authorized common shares and the approval of an amendment to the
2007 Long Term Incentive Plan to increase the common shares
available for grants under the plan.
Your Board of Directors supports these proposals and believes
that they are in the best interests of the Company and of the
shareholders, and your Board of Directors recommends a vote
FOR each such proposal. The accompanying Proxy
Statement contains additional information and should be reviewed
carefully by shareholders. A copy of the Companys 2007
Annual Report is also enclosed.
It is important that your shares be represented and voted at the
meeting, whether or not you plan to attend. Please sign, date
and mail the enclosed proxy card at your earliest convenience.
Your continued interest and participation in the affairs of the
Company are greatly appreciated.
Sincerely,
Robert L. Chioini
President and CEO
Wixom, Michigan
April 18, 2008
TABLE OF CONTENTS
ROCKWELL
MEDICAL TECHNOLOGIES, INC.
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS
To Be Held May 23,
2008
To the Shareholders of Rockwell Medical Technologies, Inc.:
Notice is hereby given that the 2008 Annual Meeting of
Shareholders of Rockwell Medical Technologies, Inc. (the
Company) will be held at the Wixom Community Center,
49015 Pontiac Trail, Wixom, Michigan, on May 23, 2008, at
9:00 a.m., to consider and take action upon the following
matters:
(1) the election of one Director for a term expiring in
2011;
(2) the approval of an amendment to the Articles of
Incorporation of the Company increasing the number of authorized
Common Shares;
(3) the approval of an amendment to the 2007 Long Term
Incentive Plan to increase the number of Common Shares available
for grants thereunder; and
(4) the transaction of such other business as may properly
come before the meeting or any adjournment thereof.
Only shareholders of record at the close of business on
April 4, 2008 will be entitled to notice of, and to vote
at, the meeting or any adjournment of the meeting.
All shareholders are cordially invited to attend the meeting.
Whether or not you intend to be present, please complete, date,
sign and return the enclosed proxy card in the stamped and
addressed envelope enclosed for your convenience. Shareholders
can help the Company avoid unnecessary expense and delay by
promptly returning the enclosed proxy card. The business of the
meeting to be acted upon by the shareholders cannot be
transacted unless a majority of the outstanding Common Shares of
the Company is represented at the meeting.
By Order of the Board of Directors,
Thomas E. Klema
Secretary
Wixom, Michigan
April 18, 2008
ROCKWELL
MEDICAL TECHNOLOGIES, INC.
30142 Wixom Road
Wixom, Michigan 48393
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
May 23, 2008
INTRODUCTION
General
The Annual Meeting of Shareholders of Rockwell Medical
Technologies, Inc., or the Company, will be held at the Wixom
Community Center, 49015 Pontiac Trail, Wixom, Michigan on
Thursday, May 23, 2008, at 9:00 a.m., Eastern Daylight
Time, for the purposes set forth in the accompanying Notice of
Annual Meeting of Shareholders. We expect that this proxy
statement and accompanying proxy will be first sent or given to
shareholders on or about April 18, 2008. References in this
proxy statement to we, our and
us are references to the Company.
It is important that your shares are represented at the Annual
Meeting. Whether or not you plan to attend the Annual Meeting,
please sign and date the enclosed proxy and return it to us. The
proxy is solicited by our Board of Directors. The expenses
incurred in connection with the solicitation of proxies will be
borne by us and may include requests by mail and personal
contact by our Directors, officers, employees and investor
relations consultants without additional compensation. This
proxy statement, the form of proxy and the 2007 Annual Report
are being furnished to banks, brokers and other nominees who
hold Common Shares on behalf of beneficial owners and if asked,
we will reimburse banks, brokers and other nominees for their
out-of-pocket expenses in forwarding proxy materials to
beneficial owners.
Voting
Rights and Outstanding Shares
Only shareholders of record of our Common Shares, no par value
(Common Shares), at the close of business on
April 4, 2008, or the Record Date, will be entitled to
notice of, and to vote at, the Annual Meeting or any adjournment
thereof. As of the close of business on the Record Date, we had
13,823,453 outstanding Common Shares, the only class of stock
outstanding and entitled to vote. You are considered a
shareholder of record if your shares are registered directly in
your name with our transfer agent. You may vote your shares by
signing and dating each proxy card and returning it in the
envelope provided, or by attending the Annual Meeting and voting
in person.
If your shares are held in a stock brokerage account or by a
bank or other nominee, then you are not a holder of record but,
rather, are considered a beneficial owner holding shares in
street name. If you hold your shares in street name,
the proxy statement, annual report and a vote instruction card
have been forwarded to you by your broker, bank or nominee who
is considered, with respect to your shares, the shareholder of
record. As the beneficial owner, you have the right to direct
your broker, bank or nominee how to vote your shares by using
the vote instruction card included in the mailing. You are also
invited to attend the Annual Meeting. However, since as a
beneficial owner you are not the shareholder of record, you may
not vote your shares in person at the meeting unless you request
and obtain a legal proxy from your bank, broker or other agent
or nominee.
Each Common Share is entitled to one vote on each matter
submitted for a vote at the Annual Meeting. The presence, in
person or by proxy, of the holders of record of a majority of
the outstanding Common Shares entitled to vote is necessary to
constitute a quorum for the transaction of business at the
Annual Meeting or any adjournment thereof.
Valid proxies in the enclosed form which are returned in time
for the Annual Meeting and executed and dated in accordance with
the instructions on the proxy will be voted as specified in the
proxy. If no specification is made, the proxies will be voted
FOR the election as a director of the nominee listed
below, FOR the proposed amendment to the Articles of
Incorporation increasing the number of authorized Common Shares
and FOR the proposed amendment to the 2007 Long Term
Incentive Plan.
Revocability
of Proxies
A shareholder giving a proxy may revoke it at any time before it
is voted by giving written notice of such revocation to our
Secretary or by executing and delivering to the Secretary a
later dated proxy. Attendance at the Annual Meeting by a
shareholder who has given a proxy will not have the effect of
revoking it unless such shareholder gives such written notice of
revocation to the Companys Secretary before the proxy is
voted. Any written notice revoking a proxy, and any later dated
proxy, must be received by the Company prior to the date of the
Annual Meeting (unless delivered directly to the Companys
Secretary at the Annual Meeting) and should be sent to Rockwell
Medical Technologies, Inc., 30142 Wixom Road, Wixom, Michigan
48393, Attention: Thomas E. Klema, Secretary.
VOTING
SECURITIES AND PRINCIPAL HOLDERS
The following table sets forth information regarding the
ownership of the Common Shares as of April 4, 2008 (unless
otherwise indicated) with respect to
|
|
|
|
|
each current director,
|
|
|
|
each director-nominee,
|
|
|
|
each of the persons named in the Summary Compensation Table,
|
|
|
|
all current directors and executive officers as a group, and
|
|
|
|
each person known to us to be the beneficial owner of more than
five percent of the Common Shares outstanding on April 4,
2008.
|
The number of shares beneficially owned is determined under
rules of the Securities and Exchange Commission, or SEC, and the
information is not necessarily indicative of beneficial
ownership for any other purpose. Under such rules, beneficial
ownership includes any shares as to which the individual has
sole or shared voting power or investment power and also any
shares which the individual has the right to acquire on
April 4, 2008 or within 60 days thereafter through the
exercise of any stock option or other right. The persons named
in the table have sole voting power and sole dispositive power
with respect to the Common Shares beneficially owned, except as
otherwise noted below.
|
|
|
|
|
|
|
|
|
|
|
Amount and Nature of
|
|
|
Name of Beneficial Owner
|
|
Beneficial Ownership (a)
|
|
Percent of Class
|
|
Ronald D. Boyd
|
|
|
160,000
|
|
|
|
1.1
|
|
Patrick J. Bagley
|
|
|
202,950
|
|
|
|
1.5
|
|
Robert L. Chioini(b)
|
|
|
2,382,516
|
|
|
|
15.3
|
|
Kenneth L. Holt
|
|
|
173,000
|
|
|
|
1.2
|
|
Thomas E. Klema(b)
|
|
|
890,004
|
|
|
|
6.1
|
|
All directors and all executive officers as a group
(5 persons)
|
|
|
3,808,470
|
|
|
|
22.7
|
|
RA Capital Management, LLC
|
|
|
1,366,667
|
(c)
|
|
|
9.9
|
|
Thomas G. Berlin
|
|
|
939,724
|
(d)
|
|
|
6.8
|
|
|
|
|
(a) |
|
Includes shares that may be acquired upon exercise of stock
options as set forth in the table below. None of the shares
reflected in the table above are pledged by the holder as
security for loans. |
2
|
|
|
|
|
|
|
Option Shares
|
|
|
Ronald D. Boyd
|
|
|
160,000
|
|
Patrick J. Bagley
|
|
|
25,000
|
|
Robert L. Chioini
|
|
|
1,778,000
|
|
Kenneth L. Holt
|
|
|
160,000
|
|
Thomas E. Klema
|
|
|
815,500
|
|
All directors and executive officers as a group
|
|
|
2,938,500
|
|
|
|
|
(b) |
|
The address for Mr. Chioini and Mr. Klema is 30142
Wixom Road, Wixom, Michigan 48393. |
|
(c) |
|
Based on Schedule 13G filed jointly by Mr. Aldrich,
Mr. Kolchinsky, RA Capital Management, LLC, RA Capital
Biotech Fund, L.P. and RA Capital Biotech Fund II, L.P. on
December 10, 2007 showing ownership as of November 27,
2007. Includes Common Shares purchased by Mr. Richard
Aldrich and Mr. Peter Kolchinsky, as managers of RA Capital
Management, LLC, which is the sole general partner for RA
Capital Biotech Fund, L.P. and RA Capital Biotech Fund II,
L.P. The address for Mr. Aldrich, Mr. Kolchinsky, RA
Capital Management, LLC, RA Capital Biotech Fund, L.P. and RA
Capital Biotech Fund II, L.P. is 111 Huntington
Avenue, Suite 610, Boston, MA 02199. Beneficial ownership
at the Record Date does not include 683,334 shares that may
be acquired beginning November 28, 2008 pursuant to the
terms of a warrant. Mr. Aldrich and Mr. Kolchinsky
have shared voting and dispositive power with respect to
1,366,667 shares. |
|
(d) |
|
Based on Schedule 13G filed on January 22, 2008
showing ownership as of December 31, 2007. Includes Common
Shares purchased by Berlin Financial, Ltd. in its capacity as
investment advisor for various clients. Thomas G. Berlin is the
managing member of Berlin Financial, Ltd. Berlin Financial
Ltd.s address is 1325 Carnegie Avenue, Cleveland, OH
44115. Beneficial ownership at the Record Date does not include
83,334 shares (reflected as beneficially owned in the
Schedule 13G) that may be acquired beginning November 28,
2008 pursuant to the terms of a warrant. Berlin Financial, Ltd.
has shared voting and dispositive power with its clients with
respect to 939,724 shares. |
ELECTION
OF DIRECTORS
Background
The Companys Articles of Incorporation divide the
directors into three classes, designated Class I,
Class II and Class III. Each year, on a rotating
basis, the terms of office of the directors in one of the three
classes expire. Successors to the class of directors whose terms
have expired will be elected for a three-year term. The term for
the Class II director who is being elected this year will
expire at the 2011 Annual Meeting of shareholders or upon the
election and qualification of his successor. Directors are
elected by a plurality of the votes cast, so that only votes
cast for directors are counted in determining which
directors are elected. The director receiving the most votes
for will be elected. Broker non-votes (if any) and
withheld votes will be treated as shares present for purposes of
determining the presence of a quorum but will have no effect on
the vote for the election of directors. The Board recommends a
vote FOR the Class II nominee. The persons named in the
accompanying proxy card will vote for the election of the
nominee named in this proxy statement unless shareholders
specify otherwise in their proxies. If for any reason the
nominee becomes unavailable for election, the proxies solicited
will be voted for a nominee selected by management. Management
has no reason to believe that the nominee named below is not
available or will not serve if elected.
Class II
Nominee For Term Expiring In 2011
Kenneth L. Holt, age 55, has been a Director since
March 2000. He was a founder and co-owner of Charleston Renal
Care, LLC, a kidney disease management company specializing in
the treatment of end-stage renal disease, until its sale to
Davita, Inc. in 2005 and since then has been engaged as a
private investor. He was a founder and co-owner of Savannah
Dialysis Specialists, LLC, a disease management company
specializing in the treatment of end-stage renal disease, and
served as the Managing Partner from October 1999 until its sale
to Davita, Inc. in 2004. From 1996 to October 1999,
Mr. Holt served as Vice President for Gambro Healthcare,
Inc., in its Carolinas Region,
3
and held the same position at Vivra Renal Care, Inc., its
predecessor company, which was acquired in 1997 by Gambro
Healthcare, Inc. From 1986 to 1996, Mr. Holt was also the
co-owner and Managing Partner of five dialysis clinics that he
founded, which serviced approximately 350 dialysis patients.
Other
Information Relating to Directors
Class III
Directors
Robert L. Chioini, age 43, is a founder of the
Company, has served as our Chairman of the Board since March
2000, has served as our President and Chief Executive Officer
since February 1997 and has been one of our Directors since our
formation in October 1996. From January 1996 to February 1997,
Mr. Chioini served as Director of Operations of Rockwell
Medical Supplies, L.L.C., a company which manufactured
hemodialysis concentrates and distributed such concentrates and
other hemodialysis products. From January 1995 to January 1996,
Mr. Chioini served as President of Rockwell Medical, Inc.,
a company which manufactured hemodialysis kits and distributed
such kits and other hemodialysis products. From 1993 to 1995,
Mr. Chioini served as a Regional Sales Manager at Dial
Medical of Florida, Inc., which was acquired by Gambro
Healthcare, Inc. Mr. Chioinis term as a director will
expire in 2009.
Patrick J. Bagley, age 43, has been a Director since
July 2005. Mr. Bagley is Senior Partner of the law firm
Bagley and Langan, P.L.L.C. and has been a practicing attorney
since 1995. Mr. Bagleys term as a director will
expire in 2009.
Class I
Director
Ronald D. Boyd, age 45, has been a Director since
March 2000. He was a founder and co-owner of Classic Medical,
Inc., a dialysis and medical products company, and served as the
Executive Vice President of Classic Medical, Inc. since its
inception in November 1993 until April 2007 when he sold his
interest in that company. Following that sale, Mr. Boyd has
been engaged as a private investor. From May 1993 to November
1993, Mr. Boyd served as a consultant for Dial Medical of
Florida, Inc., a manufacturer and distributor of dialysis
products. From 1990 to 1993, Mr. Boyd served as a Regional
Sales Manager for Future Tech, Inc., a dialysis products
distributor. Mr. Boyds term as a director will expire
in 2010.
Based on the absence of any material relationship between them
and us, other than their capacities and directors and
shareholders, the Board of Directors has determined that each of
Messrs. Boyd, Bagley and Holt are independent as
independence is defined in the applicable Nasdaq Stock Market
and SEC rules. There were no transactions since January 1,
2006, and there is no currently proposed transaction, in which
the Company was or is to be a participant, the amount involved
exceeded or will exceed $100,000, and in which any director,
executive officer, 5% shareholder of the Company or any
immediate family member of any of such persons had or will have
a direct or indirect material interest.
Executive
Officers
The executive officers of the Company are elected or appointed
annually and serve as executive officers of the Company at the
pleasure of the Companys Board of Directors. The
Companys current executive officers are described below.
Robert L. Chioinis business experience is described
above under Other Information Relating to Directors.
Thomas E. Klema, age 54, has served as the
Companys Vice President of Finance, Chief Financial
Officer, Treasurer and Secretary since January 1999.
Meetings
and Committees of the Board of Directors
During the year ended December 31, 2007, the Board of
Directors held six meetings. Each director attended 75% or more
of the total number of meetings of the Board and committees of
which he was a member in 2007. We encourage all of our Directors
to attend the annual meeting of shareholders, if possible. One
of our continuing Directors attended the 2007 annual meeting of
shareholders.
4
Audit
Committee
We have an Audit Committee comprised of Messrs. Holt,
Bagley and Boyd. The Board has determined that Kenneth L. Holt,
who is the Chairman of the Audit Committee, is an audit
committee financial expert, as defined by applicable SEC
rules. In addition, the Board has determined that each member of
the Audit Committee is independent as independence for audit
committee members is defined in applicable Nasdaq Stock Market
and SEC rules. During 2007, the Audit Committee held three
meetings and had informal discussions in lieu of additional
meetings. The Board of Directors has adopted a written charter
for the Audit Committee, a copy of which is posted on our
website at www.rockwellmed.com. Pursuant to its charter, the
purpose of the Audit Committee is to assist the Board in its
oversight of the quality and integrity of the accounting,
auditing and financial reporting practices of the Company. The
functions of the Audit Committee include, among other things,
(1) monitoring the adequacy of the Companys internal
controls; (2) engaging and overseeing the work of the
registered public accounting firm engaged for the purpose of
preparing or issuing an audit report or performing other audit,
review or attest services for us, including the conduct of the
annual audit and overseeing the independence of such firm;
(3) overseeing our independent accountants
relationship with the Company; (4) reviewing the audited
financial statements and the matters required to be discussed by
SAS 61 with management and the independent accountants,
including their judgments about the quality of our accounting
principles, applications and practices; (5) recommending to
the Board whether the audited financial statements should be
included in our Annual Report on
Form 10-K;
(6) reviewing with management and the independent
accountants the quarterly financial information before we file
our
Forms 10-Q;
(7) reviewing procedures for the receipt, retention and
treatment of complaints received by us regarding accounting,
internal accounting controls or auditing matters, and the
confidential, anonymous submission by our employees of concerns
regarding questionable accounting or auditing matters;
(8) reviewing related party transactions required to be
disclosed in our proxy statement for potential conflict of
interest situations and, where appropriate, approving such
transactions; and (9) monitoring with management the status
of pending litigation.
Audit
Committee Report
Our Audit Committee has:
|
|
|
|
|
Reviewed and discussed our audited financial statements for the
fiscal year ended December 31, 2007 with management;
|
|
|
|
Discussed with our independent accountants the matters required
to be discussed by the statement on Auditing Standards
No. 61, as amended (AICPA, Professional Standards,
Vol. 1 AU section 380), as adopted by the Public Company
Accounting Oversight Board in Rule 3200T;
|
|
|
|
Received the written disclosures and the letter from our
independent accountants required by Independence Standards Board
Standard No. 1 (Independence Standards Board Standard
No. 1, Independence Discussions with Audit
Committees), as adopted by the Public Company Accounting
Oversight Board in Rule 3600T; and
|
|
|
|
Discussed with our independent accountants the independent
accountants independence.
|
Based on the review and discussions described above, the Audit
Committee recommended to our Board of Directors that the audited
financial statements be included in our Annual Report on
Form 10-K
for the year ended December 31, 2007 as filed with the SEC.
Management is responsible for our financial reporting process,
including its system of internal control, and for the
preparation of consolidated financial statements in accordance
with generally accepted accounting principles. Our independent
accountants are responsible for auditing those financial
statements. The Audit Committees
5
responsibility is to monitor and review these processes. The
Audit Committee has relied, without independent verification, on
managements representation that the financial statements
have been prepared with integrity and objectivity and in
conformity with accounting principles generally accepted in the
United States of America and on the representations of the
independent accountants included in their report on our
financial statements.
By the Audit Committee:
Ronald D. Boyd
Kenneth L. Holt
Patrick J. Bagley
Compensation
Committee
On April 11, 2007, the Board appointed Messrs. Boyd,
Holt and Bagley to serve as the Compensation Committee and
adopted a charter setting forth the responsibilities of the
Committee, a copy of which is posted on our website at
www.rockwellmed.com. The charter provides that the Compensation
Committee will oversee, review, assess and approve (as to the
chief executive officer) or recommend (as to all other executive
officers) to the Board all compensation and benefits for
executive officers and make recommendations to the Board for
director compensation. The Compensation Committee will also be
responsible for administering the stock compensation program
(including the 2007 Long Term Incentive Plan), reporting to the
Board on compensation policies, programs and plans, and
approving other employee compensation and benefit programs where
Board action is necessary or appropriate. The Compensation
Committee held three meetings in 2007.
Except to the extent prohibited by Nasdaq Stock Market rules and
state law, the Compensation Committee may delegate its authority
to subcommittees when it deems appropriate and in the best
interests of the Company. Pursuant to its charter, the
Compensation Committee also has the sole authority to retain any
compensation consultant used to assist in the evaluation of
director or executive officer compensation. In December 2007,
the Compensation Committee made option grants and bonus awards
to the executive officers based in part on the recommendation of
the chief executive officer. Also in 2007, the Compensation
Committee directed management to compile and review data with
respect to executive compensation for chief executive officers,
chief medical officers and chief financial officers at
similarly-situated companies. Management selected approximately
230 companies in the biotechnology, medical devices,
specialty therapeutics, medical supplies, medical services and
dialysis sectors and compiled the requested data. In early 2008,
based on the results of the study and informal input from the
chief executive officer, the Compensation Committee increased
the salaries of our chief executive officer and the chief
financial officer. The chief executive officer was not present
for the deliberations or voting by the Compensation Committee on
the determination of executive compensation. Although the chief
executive officer is specifically prohibited from being present
during voting or deliberations with respect to the review and
approval of his own compensation, the chief executive officer
may be involved in deliberations with respect to the review and
approval of compensation for other executive officers.
Nominating
and Advance Notice Procedures
Our Board of Directors does not have a standing nominating
committee or a nominating committee charter. Instead, the full
Board of Directors, a majority of the members of which are
independent (as defined under applicable Nasdaq Stock Market
rules), performs the function of a nominating committee. The
Board of Directors believes it is appropriate not to have a
standing nominating committee because we are a small business
with little turnover in our Board of Directors. Moreover, we
believe the current structure provides better oversight and is
more efficient. The entire Board of Directors identifies the
individuals to become board members, but the approval of a
majority of our independent directors is necessary to nominate
directors to be presented for shareholder approval at the annual
meeting of shareholders or to fill any vacancies.
The Board of Directors policy is to consider any director
candidates recommended by shareholders. Such recommendations
must be made pursuant to timely notice in writing to our
Secretary, at Rockwell Medical Technologies, Inc., 30142 Wixom
Road, Wixom, Michigan 48393. To be timely, as provided in our
bylaws, the
6
notice must be received at our offices not less than 60 nor
more than 90 days before the first anniversary of the
previous years annual meeting of shareholders. If the
annual meeting date is more than 30 days earlier or later
than the first anniversary of the prior years annual
meeting, or if the election is to be held at a special meeting
of shareholders, the notice must be received not later than the
close of business on the tenth day following the earlier of the
date on which notice of such meeting was mailed or the date on
which the meeting date was publicly announced.
With respect to the director candidate, the Board of Directors
requires that the notice set forth
|
|
|
|
|
The candidates name, age, business address and residence
address,
|
|
|
|
The candidates principal occupation or employment,
|
|
|
|
The number of our Common Shares beneficially owned by the
candidate,
|
|
|
|
Information with respect to the candidates independence,
as defined under applicable Nasdaq Stock Market rules for
independent directors in general and with respect to Audit
Committee members,
|
|
|
|
Information with respect to other boards on which the candidate
serves,
|
|
|
|
Information with respect to direct or indirect transactions,
relationships, arrangements and understandings between the
candidate and us and between the candidate and the shareholder
giving the notice, and
|
|
|
|
Any other information relating to the candidate that we would be
required to disclose in our proxy statement if we were to
solicit proxies for the election of the candidate as one of our
directors or that is otherwise required under SEC rules,
including the candidates written consent to being named in
the proxy statement as a nominee and to serving as a director if
elected, and
|
With respect to the shareholder giving the notice, our bylaws
require that the notice set forth
|
|
|
|
|
The name and address of the shareholder as they appear on our
stock transfer records,
|
|
|
|
The number of our Common Shares beneficially owned by the
shareholder (and the period they have been held), and
|
|
|
|
Any material interest of the shareholder in such nomination.
|
The Board of Directors has not established specific, minimum
qualifications for recommended nominees or specific qualities or
skills for one or more of our directors to possess. The Board of
Directors uses a subjective process for identifying and
evaluating nominees for director, based on the information
available to, and the subjective judgments of, the members of
the Board of Directors and our then current needs, although the
Board does not believe there would be any difference in the
manner in which it evaluates nominees based on whether the
nominee is recommended by a shareholder. Historically, nominees
have been existing directors or business associates of our
Directors or officers.
Code of
Business Conduct and Ethics
Our Board of Directors has adopted a Code of Business Conduct
and Ethics that applies to all of our employees, officers and
Directors, including our principal executive officer, principal
financial officer and principal accounting officer or
controller. Our Code of Business Conduct and Ethics contains
written standards that we believe are reasonably designed to
deter wrongdoing and to promote:
|
|
|
|
|
Honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and
professional relationships,
|
|
|
|
Full, fair, accurate, timely and understandable disclosure in
reports and documents that we file with, or submit to, the SEC
and in other public communications we make,
|
|
|
|
Compliance with applicable governmental laws, rules and
regulations,
|
|
|
|
The prompt internal reporting of violations of the Code of
Business Conduct and Ethics to the appropriate person or
persons, and
|
|
|
|
Accountability for adherence to the Code of Business Conduct and
Ethics.
|
7
Our Code of Business Conduct and Ethics is posted on our website
at www.rockwellmed.com. We will provide to any person without
charge, upon request, a copy of our Code of Business Conduct and
Ethics. Requests for a copy should be made to our Secretary at
Rockwell Medical Technologies, Inc., 30142 Wixom Road, Wixom,
Michigan 48393. We intend to satisfy the disclosure requirement
under Item 5.05 of
Form 8-K
regarding any amendments to, or a waiver from, a provision of
the Code of Business Conduct and Ethics that applies to our
principal executive officer, principal financial officer,
principal accounting officer or controller, or persons
performing similar functions and that relates to any element of
the code of ethics definition enumerated in the applicable SEC
rule by posting such information on our website at
www.rockwellmed.com within four business days following the date
of the amendment or waiver.
Shareholder
Communications with the Board
The Board of Directors has a process for shareholders to send
communications to our Board of Directors or Audit Committee,
including complaints regarding accounting, internal accounting
controls or auditing matters. Communications can be sent to our
Board of Directors, our Audit Committee or specific Directors by
regular mail to the attention of our Board of Directors, our
Audit Committee or specific Directors, at our principal
executive offices at 30142 Wixom Road, Wixom, Michigan 48393.
All of these communications will be initially reviewed by our
Secretary (1) to filter out communications that the
Secretary deems are not appropriate for the Directors, such as
communications offering to buy or sell products or services, and
(2) to sort and relay the remainder (unedited) to the
appropriate Directors.
COMPENSATION
OF EXECUTIVE OFFICERS AND DIRECTORS
Summary
Compensation Table
The following table summarizes compensation paid to or earned by
the Companys only executive officers during 2007 and 2006.
Summary
Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
Salary
|
|
|
Bonus
|
|
|
Awards
|
|
|
Compensation
|
|
|
Total
|
|
Name and Principal Position
|
|
Year
|
|
|
($)
|
|
|
($)
|
|
|
($)(a)
|
|
|
($)(b)
|
|
|
($)
|
|
|
Robert L. Chioini
|
|
|
2007
|
|
|
|
275,000
|
|
|
|
40,000
|
|
|
|
18,342
|
|
|
|
19,882
|
|
|
|
353,224
|
|
Chief Executive Officer,
|
|
|
2006
|
|
|
|
275,000
|
|
|
|
|
|
|
|
|
|
|
|
19,345
|
|
|
|
294,345
|
|
Chairman of the Board
and Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas E. Klema
|
|
|
2007
|
|
|
|
160,216
|
|
|
|
25,000
|
|
|
|
9,876
|
|
|
|
|
|
|
|
195,092
|
|
Chief Financial Officer,
|
|
|
2006
|
|
|
|
160,216
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
160,216
|
|
Secretary and Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Mr. Chioini was granted 325,000 options and Mr. Klema
was granted 175,000 options on December 17, 2007 under the
2007 Long Term Incentive Plan. These options have an exercise
price equal to the market price on the grant date, vest in three
equal annual installments beginning one year after grant and
expire ten years from the date of grant. The amounts shown in
the table are expenses recognized in 2007 under Financial
Accounting Standards Board Statement of Financial Accounting
Standards No. 123R, or FAS 123R, based on the grant
date fair value of these awards determined using the Black
Scholes option pricing model, excluding any forfeiture reserves.
We assumed a dividend yield of 0.0%, risk free interest rates of
3.7-4.3%, volatility of 75% and expected lives of 6 years. |
|
|
|
(b) |
|
2007 amounts reflect payments made by the Company under its
lease car program of $16,432 and premiums for long-term
disability insurance of $3,450. 2006 amounts reflect payments
made by the Company under its lease car program of $16,432 and
premiums for long-term disability insurance of $2,913. |
8
Outstanding
Equity Awards At Fiscal Year-End
The following table shows certain information regarding
outstanding equity awards at December 31, 2007 for the
executive officers. All outstanding options granted on or before
December 31, 2005 became exercisable as of that date.
Outstanding
Equity Awards at Fiscal Year-End
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
Securities
|
|
|
Securities
|
|
|
|
|
|
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Option
|
|
|
Option
|
|
|
|
Options (#)
|
|
|
Options (#)
|
|
|
Exercise
|
|
|
Expiration
|
|
Name
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
Price ($)
|
|
|
Date
|
|
|
Robert L. Chioini
|
|
|
100,000
|
|
|
|
|
|
|
$
|
1.50
|
|
|
|
12/02/2008
|
|
|
|
|
160,000
|
|
|
|
|
|
|
$
|
2.19
|
|
|
|
12/29/2009
|
|
|
|
|
175,000
|
|
|
|
|
|
|
$
|
0.70
|
|
|
|
10/11/2011
|
|
|
|
|
143,000
|
|
|
|
|
|
|
$
|
0.55
|
|
|
|
12/16/2012
|
|
|
|
|
300,000
|
|
|
|
|
|
|
$
|
1.81
|
|
|
|
06/18/2013
|
|
|
|
|
25,000
|
|
|
|
|
|
|
$
|
3.06
|
|
|
|
09/17/2013
|
|
|
|
|
165,000
|
|
|
|
|
|
|
$
|
4.05
|
|
|
|
01/13/2014
|
|
|
|
|
335,000
|
|
|
|
|
|
|
$
|
2.79
|
|
|
|
12/22/2014
|
|
|
|
|
375,000
|
|
|
|
|
|
|
$
|
4.55
|
|
|
|
12/15/2015
|
|
|
|
|
|
|
|
|
325,000
|
(a)(b)
|
|
$
|
6.50
|
|
|
|
12/17/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas E. Klema
|
|
|
50,000
|
|
|
|
|
|
|
$
|
2.00
|
|
|
|
01/12/2009
|
|
|
|
|
35,000
|
|
|
|
|
|
|
$
|
2.19
|
|
|
|
12/29/2009
|
|
|
|
|
100,000
|
|
|
|
|
|
|
$
|
0.70
|
|
|
|
10/11/2011
|
|
|
|
|
68,000
|
|
|
|
|
|
|
$
|
0.55
|
|
|
|
12/16/2012
|
|
|
|
|
150,000
|
|
|
|
|
|
|
$
|
1.81
|
|
|
|
06/18/2013
|
|
|
|
|
25,000
|
|
|
|
|
|
|
$
|
3.06
|
|
|
|
09/17/2013
|
|
|
|
|
85,000
|
|
|
|
|
|
|
$
|
4.05
|
|
|
|
01/13/2014
|
|
|
|
|
115,000
|
|
|
|
|
|
|
$
|
2.79
|
|
|
|
12/22/2014
|
|
|
|
|
187,500
|
|
|
|
|
|
|
$
|
4.55
|
|
|
|
12/15/2015
|
|
|
|
|
|
|
|
|
175,000
|
(a)
|
|
$
|
6.50
|
|
|
|
12/17/2017
|
|
|
|
|
(a) |
|
These options vest in three equal annual installments beginning
December 17, 2008. The options would become immediately
exercisable upon a change in control. |
|
|
|
(b) |
|
This grant inadvertently exceeded the annual limit on grants set
forth in the 2007 Long Term Incentive Plan. As a result, on
April 3, 2008, 75,000 of these options were cancelled,
representing the number of options in excess of the limit, and a
new grant for 75,000 options was made with an exercise price
equal to the higher of the exercise price of the December
2007 grant and the fair market value of the Common Shares on the
date of the April 2008 grant. |
Director
Compensation
In 2007, non-employee directors of the Company did not receive
any cash compensation. No fees were paid for attendance at any
Board or committee meetings, but the non-employee directors were
reimbursed for their expenses incurred in attending Board and
committee meetings in accordance with Company policy.
The non-employee directors are eligible to receive grants under
the 2007 Long Term Incentive Plan. The making of any such grants
and the terms of such grants are determined by the Compensation
Committee. All options granted prior to 2007 became fully
exercisable on December 31, 2005. On December 17,
2007, each non-employee director was granted options to purchase
50,000 common shares at an exercise price equal to the market
price on the grant date. The options vest in three equal annual
installments beginning one year after grant and expire ten years
after the date of grant.
9
2007 Director
Compensation
|
|
|
|
|
|
|
|
|
|
|
Option
|
|
|
|
|
|
|
Awards
|
|
|
|
|
Name
|
|
($)(a)(b)
|
|
|
Total ($)
|
|
|
Patrick J. Bagley
|
|
|
2,822
|
|
|
|
2,822
|
|
Kenneth L. Holt
|
|
|
2,822
|
|
|
|
2,822
|
|
Ronald D. Boyd
|
|
|
2,822
|
|
|
|
2,822
|
|
|
|
|
(a) |
|
The following table shows certain information regarding
outstanding equity awards at December 31, 2007 for the
non-employee Directors. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
Securities
|
|
|
Securities
|
|
|
|
|
|
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Option
|
|
|
Option
|
|
|
|
Options (#)
|
|
|
Options (#)
|
|
|
Exercise
|
|
|
Expiration
|
|
Name
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
Price ($)
|
|
|
Date
|
|
|
Ronald D. Boyd
|
|
|
20,000
|
|
|
|
|
|
|
$
|
1.88
|
|
|
|
4/13/2010
|
|
|
|
|
20,000
|
|
|
|
|
|
|
$
|
0.67
|
|
|
|
10/2/2011
|
|
|
|
|
10,000
|
|
|
|
|
|
|
$
|
0.55
|
|
|
|
12/16/2012
|
|
|
|
|
25,000
|
|
|
|
|
|
|
$
|
1.81
|
|
|
|
6/18/2013
|
|
|
|
|
25,000
|
|
|
|
|
|
|
$
|
3.06
|
|
|
|
9/17/2013
|
|
|
|
|
10,000
|
|
|
|
|
|
|
$
|
4.05
|
|
|
|
1/13/2014
|
|
|
|
|
25,000
|
|
|
|
|
|
|
$
|
2.79
|
|
|
|
12/22/2014
|
|
|
|
|
25,000
|
|
|
|
|
|
|
$
|
4.55
|
|
|
|
12/15/2015
|
|
|
|
|
|
|
|
|
50,000
|
|
|
$
|
6.50
|
|
|
|
12/17/2017
|
|
Kenneth L. Holt
|
|
|
20,000
|
|
|
|
|
|
|
$
|
1.88
|
|
|
|
4/13/2010
|
|
|
|
|
20,000
|
|
|
|
|
|
|
$
|
0.67
|
|
|
|
10/2/2011
|
|
|
|
|
10,000
|
|
|
|
|
|
|
$
|
0.55
|
|
|
|
12/16/2012
|
|
|
|
|
25,000
|
|
|
|
|
|
|
$
|
1.81
|
|
|
|
6/18/2013
|
|
|
|
|
25,000
|
|
|
|
|
|
|
$
|
3.06
|
|
|
|
9/17/2013
|
|
|
|
|
10,000
|
|
|
|
|
|
|
$
|
4.05
|
|
|
|
1/13/2014
|
|
|
|
|
25,000
|
|
|
|
|
|
|
$
|
2.79
|
|
|
|
12/22/2014
|
|
|
|
|
25,000
|
|
|
|
|
|
|
$
|
4.55
|
|
|
|
12/15/2015
|
|
|
|
|
|
|
|
|
50,000
|
|
|
$
|
6.50
|
|
|
|
12/17/2017
|
|
Patrick J. Bagley
|
|
|
25,000
|
|
|
|
|
|
|
$
|
4.55
|
|
|
|
12/15/2015
|
|
|
|
|
|
|
|
|
50,000
|
|
|
$
|
6.50
|
|
|
|
12/17/2017
|
|
|
|
|
(b) |
|
The amounts shown in the table are expenses recognized in 2007
under FAS 123R, based on the grant date fair value of these
awards determined using the Black Scholes option pricing model,
excluding any forfeiture reserves. We assumed a dividend yield
of 0.0%, risk free interest rates of 3.7-4.3%, volatility of 75%
and expected lives of 6 years. |
PROPOSAL TO
APPROVE AMENDMENT TO THE ARTICLES OF INCORPORATION TO
INCREASE AUTHORIZED COMMON SHARES
The Board of Directors is seeking approval of an amendment to
Article III of our Articles of Incorporation to increase
the number of authorized Common Shares from 20,000,000 to
40,000,000 shares. Our Board approved the amendment on
April 3, 2008, subject to shareholder approval.
Article III of our Articles of Incorporation presently
authorizes the issuance of 20,000,000 Common Shares. As of
April 4, 2008, 13,823,453 Common Shares were issued and
outstanding; 5,137,937 Common Shares were reserved for issuance
upon exercise of outstanding options and warrants and 245,000
Common Shares were reserved for future grants pursuant to our
2007 Long Term Incentive Plan, or LTIP. If our authorized number
of Common Shares is not increased, as of April 4, 2008, we
would have only 793,610 authorized shares available for other
uses.
10
The Board of Directors believes that it is advisable to have
additional authorized Common Shares available to give us the
ability to react quickly to opportunities to raise capital
cheaply and to quickly address liquidity needs that may arise.
In addition, as discussed later in this proxy statement, the
Board is proposing for shareholder approval an increase of
750,000 shares in the number of Common Shares reserved for
future grants pursuant to the LTIP. The amendment to the LTIP
implementing that increase will not become effective, even if
approved by shareholders at the Annual Meeting, unless this
proposal to amend the Articles of Incorporation is approved, in
light of the low number of authorized Common Shares currently
available. The Board has also authorized the issuance to a third
party of a warrant to purchase up to 100,000 Common Shares at a
price of not less than $10.00 per share on terms to be
negotiated by management. Although the Board otherwise has no
other current plans, understandings or arrangements for the
issuance of any of the additional Common Shares that would be
authorized upon approval of this proposed amendment, such shares
would be available for public or private offerings of Common
Shares or securities convertible into or exercisable for Common
Shares, equity-based compensation plans such as the LTIP,
acquisitions in which Common Shares are given in consideration,
possible future stock splits and stock dividends, and other
corporate purposes that might be proposed.
If the proposed amendment is adopted, the newly authorized
shares would be unreserved, except for the additional shares
reserved for issuance under the LTIP as proposed below, and
available for issuance without further shareholder approval,
except where required by applicable law or Nasdaq Stock Market
rules. We do not anticipate seeking shareholder approval for
future issuances except as required by applicable law or Nasdaq
Stock Market rules.
All of the additional authorized Common Shares resulting from
approval of the proposed amendment would be of the same class
with the same dividend, voting and liquidation rights as the
Common Shares presently outstanding. Our authorized capital
stock also includes, and will continue to include without
increase, 3,416,664 shares of preferred stock, none of
which are currently outstanding and 2,000,000 shares of
which are available for issuance. Shareholders have no
preemptive rights if we issue additional shares of any class and
shareholders would not acquire preemptive rights with respect to
the additional authorized Common Shares if the amendment is
approved. Under some circumstances, the issuance of additional
Common Shares could dilute the voting rights, equity and
earnings per share of existing shareholders.
The proposed amendment to increase the number of authorized
Common Shares for future issuance is not intended as an
anti-takeover provision and we are not aware of any attempt to
take control of the Company. However, an increase in the
authorized number of Common Shares and subsequent issuance of
Common Shares could have the effect of delaying, preventing or
discouraging a change in control of the Company without further
action by shareholders. Common Shares could (within the limits
imposed by applicable law) be issued in one or more transactions
which would make a change in control of the Company more
difficult, and therefore less likely. The issuance of additional
Common Shares could also dilute the ownership interest and
voting power of any shareholder who might seek control of the
Company.
If the proposed amendment is approved, clause 1 of
Article III of the Articles of Incorporation, as previously
amended, and the preamble to clause 1 would read as follows
(changed text is underlined):
ARTICLE III
The total authorized shares:
|
|
|
|
1.
|
Common Shares: 40,000,000
Preferred Shares: 3,416,664
|
The affirmative vote of the holders of a majority of our
outstanding Common Shares will be required for approval of the
proposed amendment to the Articles of Incorporation. Abstentions
and broker non-votes will have the same effect as a vote against
this proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE
PROPOSED AMENDMENT TO THE ARTICLES OF INCORPORATION.
11
PROPOSAL TO
APPROVE AMENDMENT TO 2007 LONG TERM INCENTIVE PLAN
The Board of Directors is seeking approval of an amendment to
Section 1.7(a) of the 2007 Long Term Incentive Plan that
will increase the total number of Common Shares subject to the
LTIP from 1,000,000 to 1,750,000 shares. Our Board approved
the amendment on April 3, 2008, subject to shareholder
approval. The proposed amendment will not be implemented unless
approved by shareholders. Implementation of the proposed
amendment to the LTIP is also contingent on approval by
shareholders of the proposal to amend the Articles of
Incorporation to increase the number of authorized Common
Shares. Our Board of Directors adopted the LTIP on
April 11, 2007 and our shareholders approved it on
May 24, 2007. A copy of the LTIP is attached to last
years proxy statement, which is available for review
through our investor relations website at
www.rockwellmed.com/invest.htm. We suggest that you read the
LTIP in its entirety for a more complete understanding of its
terms.
The purpose of the LTIP is to encourage our employees, directors
and consultants to own stock and align their interests with
those of shareholders. We believe that the LTIP enhances our
ability to attract, motivate and retain qualified employees,
directors and consultants, and encourages strong performance. As
a result, we believe that adding a limited number of additional
shares to the LTIP to facilitate future grants in furtherance of
these goals is in our and our shareholders best interests.
As noted below, there are only 245,000 shares that remain
available for future grants under the LTIP.
Shares
Available For Grant and Options Outstanding
The following information is provided as of December 31,
2007 with respect to our existing compensation plans, including
individual compensation arrangements, under which our equity
securities are authorized for issuance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(c)
|
|
|
|
|
|
|
|
|
|
Number of securities
|
|
|
|
(a)
|
|
|
(b)
|
|
|
remaining available for
|
|
|
|
Number of securities to
|
|
|
Weighted-average
|
|
|
future issuance under
|
|
|
|
be issued upon exercise
|
|
|
exercise price of
|
|
|
equity compensation plans
|
|
|
|
of outstanding options,
|
|
|
outstanding options
|
|
|
(excluding securities
|
|
Plan Category
|
|
warrants and rights
|
|
|
warrants and rights
|
|
|
reflected in column (a))
|
|
|
Equity compensation plans approved by security holders
|
|
|
3,807,035
|
|
|
$
|
3.42
|
|
|
|
245,000
|
|
Equity compensation plans not approved by security holders
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
3,807,035
|
|
|
$
|
3.42
|
|
|
|
245,000
|
|
The following table sets forth, as of the Record Date, the
number of shares subject to options granted under the LTIP to
each of our executive officers, all current executive officers
as a group, all non-employee directors (one of whom is also a
director-nominee) as a group and all employees (other than
executive officers) as a group. No options have been granted
under the LTIP to associates of our directors or executive
officers and no one other than the executive officers listed in
the table below have individually received more than 5% of the
options granted under the LTIP.
|
|
|
|
|
|
|
Number of
|
|
|
|
Options Granted
|
|
Option Recipient
|
|
Under LTIP
|
|
|
Robert L. Chioini
|
|
|
325,000
|
|
Thomas E. Klema
|
|
|
175,000
|
|
All current executive officers as a group
|
|
|
500,000
|
|
All current directors who are not executive officers as a group
|
|
|
150,000
|
|
All other employees as a group
|
|
|
135,000
|
(a)
|
|
|
|
(a) |
|
30,000 of these options have been forfeited and are available
for future grants. |
12
Vote
Required
We are seeking shareholder approval of the proposed amendment to
satisfy the requirements for deductibility of executive
compensation paid pursuant to the LTIP under Section 162(m)
of the Internal Revenue Code of 1986, as amended, or the Code,
to qualify certain potential awards as incentive stock options
under Code Section 422 and to comply with applicable rules
of the Nasdaq Stock Market. Section 162(m) of the Code
limits the Companys tax deduction for compensation expense
for any one executive officer to $1 million per year,
except that compensation under certain shareholder-approved
incentive compensation plans is not subject to this limit. The
LTIP is structured to conform with the exception to
Section 162(m) of the Code if the LTIP, including the
material terms of the performance measures included therein,
receives shareholder approval. Section 422 of the Code
requires shareholder approval in order for options under the
LTIP to be treated as incentive stock options if so
desired.
Approval of the proposed amendment to the LTIP requires the
affirmative vote of a majority of the votes cast by the holders
of Common Shares entitled to vote on the proposal. Abstentions,
withheld votes and broker non-votes will not be deemed votes
cast in determining approval of this proposal and will not have
the effect of a vote for or against the proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
APPROVAL OF THE AMENDMENT TO THE LTIP.
Description
of LTIP
Shares
Subject to the LTIP
We currently have reserved an aggregate of 1,000,000 of our
Common Shares to be awarded under the LTIP, subject to approval
of the proposal to increase this number to 1,750,000. If an
award is exercised or withheld to satisfy tax liabilities
through tendering of shares or withholding of shares by the
Company, we will count only the number of shares issued net of
the shares tendered or withheld. If any shares awarded under the
LTIP are forfeited, cancelled, expire or otherwise terminate,
the underlying Common Shares become available again under the
LTIP. To prevent dilution or enlargement of the rights of
participants under the LTIP, appropriate adjustments will be
made by the Compensation Committee if any change is made to our
outstanding Common Shares by reason of any merger,
reorganization, consolidation, recapitalization, dividend or
distribution, stock split, reverse stock split, spin-off or
similar transaction or other change in corporate structure
affecting our Common Shares or its value.
Participants
All employees, directors and consultants who are selected by the
Compensation Committee in its sole discretion from time to time
are eligible to participate in the LTIP. Approximately
20 employees and 3 non-employee directors are currently
eligible to participate in the LTIP. The Compensation Committee
may condition the grant of an award to an individual under the
LTIP by requiring that the individual become an employee,
director or consultant; provided, however, that the award is
deemed granted as of the date that the individual becomes an
employee, director or consultant. Because awards under the LTIP
are determined by the Compensation Committee, in its sole
discretion, it is not possible to determine the awards that will
be made to any particular employee, consultant or director in
the future. While we expect awards to be made during 2008, no
specific awards are planned or contemplated under the LTIP at
this time.
Administration
The LTIP is administered by the Compensation Committee, or any
other committee or sub-committee of the Board designated by the
Board from time to time. We refer to the committee administering
the LTIP as the Committee in this proxy statement. The Committee
has the power to select participants who will receive awards, to
make awards under the LTIP and to determine the terms and
conditions of awards (subject to the terms and conditions of the
LTIP). The Compensation Committee also has broad power to, among
other things, interpret the terms of the LTIP and establish
rules and regulations for the administration of the LTIP. In the
case of awards designated as awards under Section 162(m) of
the Code, the Committees power to take certain actions
will be limited by Section 162(m).
13
The Committee and the Board are not permitted to cancel
outstanding options or stock appreciation rights and grant new
awards as substitutes under the LTIP or amend outstanding
options or stock appreciation rights to reduce the exercise
price below the fair market value of the Common Shares on the
original grant date without shareholder approval.
Types
of Plan Awards and Limits
The Committee may grant stock options, restricted stock,
restricted stock units and performance based cash or stock based
awards under the LTIP. The terms of each award will be set forth
in a written agreement with the recipient. Subject to the
adjustment provisions described above, the LTIP limits grants to
any one participant in any one fiscal year to 250,000 options or
stock appreciation rights, 100,000 restricted stock or
restricted stock units, 100,000 performance awards and 100,000
annual incentive awards. The LTIP further limits the dollar
value payable to any one participant in any one fiscal year on
restricted stock units, performance awards or annual incentive
awards valued in property other than Common Shares to the lesser
of $2 million or four times the participants base
salary (or if the participant is a director or consultant, the
participants total cash compensation) in the fiscal year.
These limitations are intended to comply with requirements of
Section 162(m) of the Code.
Stock Options. The Committee may grant
incentive stock options and nonqualified stock options. No
option may be exercised after the tenth anniversary of the date
the option was granted. The exercise price of any option granted
under the LTIP must not be less than the fair market value of
our Common Shares on the grant date. As of the Record Date, the
closing sale price of our Common Shares was $6.15. Payment upon
exercise may be made (1) by cash or check, (2) by
delivery of our Common Shares that have been held at least six
months, (3) pursuant to a broker assisted cashless
exercise, (4) by delivery of other consideration approved
by the Committee with a fair market value equal to the exercise
price or (5) by other means determined by the Committee. A
payment method involving delivery or withholding of Common
Shares may not be used if it would violate applicable law or
would result in adverse accounting consequences for us.
Options constituting incentive stock options may be granted only
to employees of the Company. The aggregate market value,
determined on the grant date, of stock with respect to which
incentive stock options may first become exercisable for a
holder during a calendar year may not exceed $100,000. In
addition, in the event that the recipient is a more than 10%
shareholder of the Company, the exercise price of incentive
stock options may not be less than 110% of the fair market value
of the Common Shares on the grant date, and the options may not
be exercised more than five years after the grant date.
Incentive stock options may be granted for up to the total
number of Common Shares available for grants under the LTIP
(1,750,000 Common Shares if the proposed amendment is approved).
Stock Appreciation Rights. The Committee may
grant stock appreciation rights pursuant to such terms and
conditions as the Committee determines. No stock appreciation
right may be granted with a term of more than ten years from the
grant date. The exercise price may not be less than the fair
market value of the Common Shares on the grant date. Upon
exercise of a stock appreciation right, the participant will
have the right to receive the excess of the aggregate fair
market value of the shares on the exercise date over the
aggregate exercise price for the portion of the right being
exercised. Payments may be made to the holder in cash or Common
Shares as specified in the grant agreement.
Restricted Stock and Restricted Stock
Units. The Committee may grant shares of
restricted stock and restricted stock units pursuant to such
terms and conditions as the Committee determines. The restricted
stock and restricted stock units will be subject to restrictions
on transferability and alienation and other restrictions as the
Committee may impose. The Committee may require payment of
consideration for restricted stock granted under the LTIP, which
may be payable in cash, stock or other property. Recipients of
issued and outstanding restricted stock otherwise have the same
rights as other shareholders, including all voting and dividend
rights. Recipients of restricted stock units may receive
dividend equivalent rights at the Committees discretion.
Restricted stock units are payable in Common Shares or cash as
of the vesting date.
Performance Awards. The Committee may grant
performance awards on terms and conditions that the Committee
determines. Performance awards consist of the right to receive
cash, Common Shares or other property. The written agreement for
each grant will specify the performance goals, the period over
which the goals are to be attained, the payment schedule if the
goals are attained and other terms as the Committee determines.
In the case of
14
performance shares, the participant will have the right to
receive legended stock certificates subject to restrictions on
transferability. To the extent these shares are issued and
outstanding, a participant will be entitled to vote those shares
prior to satisfaction of the performance goals, and any
dividends received will be reinvested in additional performance
shares. In the case of performance units, the participant will
receive an agreement that specifies the performance goals that
must be satisfied prior to the Company issuing payment, which
may be cash, Common Shares or other property.
Annual Incentive Awards. The Committee may
grant annual incentive awards on terms and conditions that the
Committee determines. The determination for granting annual
incentive awards may be based on the attainment of performance
levels of the Company as established by the Committee. Annual
incentive awards will be paid in cash, Common Shares or other
property and will equal a percentage of the participants
base salary for the fiscal year, a fixed dollar amount or some
other formula determined by the Committee. Payments will be made
within two and a half months after the end of the fiscal year in
which the award is earned, but only after the Committee
determines that the performance goals were attained.
Code Section 162(m) Performance Measure
Awards. The Committee may designate that any
award in the form of restricted stock, restricted units,
performance shares, performance units or annual incentive awards
be granted as a Code Section 162(m) award. As a result,
such grants will be subject to certain additional requirements
intended to satisfy the exemption for performance-based
compensation under Code Section 162(m). The performance
criteria will be one or more of the following objective
performance goals, either individually, alternatively or in any
combination, applied to either the Company as a whole or to a
subsidiary, either individually, alternatively, or in any
combination, and measured over a designated performance period,
in each case as specified by the Committee in the award:
earnings (as measured by net income, operating income, operating
income before interest, EBIT, EBITA, EBITDA, pretax income, or
cash earnings, or earnings as adjusted by excluding one or more
components of earnings, included each of the above on a per
share and/or
segment basis; sales/net sales; return on net sales (as measured
by net income, gross profit, operating income, operating income
before interest, EBIT, EBITA, EBITDA, pretax income, operating
cash flow or cash earnings as a percentage of net sales); sales
growth; gross profit margins; cash flow; operating cash flow;
free cash flow; discounted cash flow; working capital; market
capitalization; cash return on investment; return on capital;
shareholder value; return on equity; total shareholder return;
return on investment; economic value added; return on assets;
net assets; stock trading multiples (as measured against
investment, net income, operating income, operating income
before interest, EBIT, EBITA, EBITDA, pretax income, cash
earnings or operating cash flow); stock price; total stock
market capitalization; attainment of strategic or operational
initiatives; and achievement of operational goals, including but
not limited to obtaining FDA approval to market new products,
development of new markets or market segments, implementation of
infrastructure improvements and increasing the Companys
portfolio of intellectual property.
Termination
of Employment or Services
Options and Stock Appreciation Rights. Unless
otherwise provided in the related grant agreement, if a
participants employment or services are terminated for any
reason prior to the date that an option or stock appreciation
right becomes vested, the right to exercise the option or stock
appreciation right terminates and all rights cease unless
otherwise provided in the grant agreement. If an option or stock
appreciation right becomes vested prior to termination of
employment or services for any reason other than death or
disability, then the participant has the right to exercise the
option or stock appreciation right to the extent it was
exercisable upon termination before the earlier of three months
after termination or the expiration of the option or stock
appreciation right unless otherwise provided in the related
grant agreement. If termination is due to the participants
death or disability, then the participant or his or her estate
may exercise the option or stock appreciation right to the
extent it was exercisable upon termination until its expiration
date, subject to any limitations in the grant agreement. The
Committee may, in its discretion, accelerate the
participants right to exercise an option or extend the
option term, subject to any other limitations.
Restricted Stock and Restricted Stock
Units. If a participants employment or
services are terminated for any reason, the restricted shares
are generally forfeited to the Company (subject to a refund by
the Company of any purchase price paid by the participant). The
Committee, however, may provide, in its sole discretion, in the
participants agreement that restricted stock or restricted
stock units will continue after termination of employment
15
or services. The Committee may also waive any restrictions in
its sole discretion except for restrictions on a Code
Section 162(m) award. However, the Committee may, for Code
Section 162(m) awards, deem restrictions and performance
goals satisfied if a participants employment or services
terminate due to death, disability or involuntary termination by
the Company.
Performance Awards. Performance awards expire
and are forfeited upon termination of a participants
employment or services for any reason. The Committee, however,
in its sole discretion, may provide in the grant agreement or
otherwise for a continuation of the award after termination or
waive any conditions or restrictions for such awards. The
Committee may not waive any restrictions or conditions on Code
Section 162(m) awards, but it may deem restrictions and
conditions satisfied in the event a participants
employment or services terminate due to death, disability or
involuntary termination by the Company.
Annual Incentive Awards. If a
participants employment or services are terminated due to
disability or death prior to the end of the Companys
fiscal year, the participant, or his or her estate, is entitled
to a pro-rata payment of the annual incentive award, which will
be paid at the same time as regular annual incentive awards are
paid. Unless otherwise determined by the Committee, if a
participants employment or services are terminated for any
reason other than death or disability, he or she forfeits the
right to the annual incentive award for that fiscal year.
Limitations
on Transfer of Awards
No award under the LTIP may be transferable other than by will
or the laws of descent and distribution. Stock options and stock
appreciation rights may only be exercised by the participant
during his or her lifetime. However, a participant may assign or
transfer an award, other than an incentive stock option, with
the consent of the Committee. All Common Shares subject to an
award will contain a legend restricting the transferability of
the shares pursuant to the terms of the LTIP, which can be
removed once the restrictions have terminated, lapsed or been
satisfied.
Termination
and Amendment
No new awards may be granted under the LTIP on or after
April 11, 2017. The Board may terminate or amend the LTIP
or the granting of any awards under the LTIP at any time and the
Committee may amend the terms of outstanding awards, but
shareholder approval will be required for any amendment that
materially increases benefits under the LTIP, increases the
Common Shares available under the LTIP (except pursuant to the
adjustment provisions of the LTIP), changes the eligibility
provisions or modifies the LTIP in a manner requiring
shareholder approval under any applicable stock exchange rule.
An amendment to the LTIP will not, without the consent of the
participant, adversely affect the participants outstanding
awards except to qualify the awards for exemption under
Section 409A of the Code, bring the LTIP into compliance
with Section 409A of the Code, or as provided in the grant
agreement.
Change
in Control of the Company
Awards under the LTIP are generally subject to special
provisions upon the occurrence of a change in control
transaction of the kind described in the LTIP. Under the LTIP,
the Committee may provide in a grant agreement or otherwise that
upon a change in control transaction (i) all outstanding
options or stock appreciation rights immediately become fully
vested and exercisable; (ii) any restriction period on any
Common Shares immediately lapse and the shares become freely
transferable; (iii) all performance goals are deemed to
have been satisfied and any restrictions on any performance
award immediately lapse and the awards become immediately
payable; (iv) all performance measures are deemed to have
been satisfied for any outstanding annual incentive award, which
immediately become payable; or (v) awards may be treated in
any other way as determined by the Committee. The Committee may
also determine that upon a change in control, any outstanding
option or stock appreciation right be cancelled in exchange for
payment in cash, stock or other property for each vested share
in an amount equal to the excess of the fair market value of the
consideration to be paid in the change in control transaction
over the exercise price. If we merge with another entity and the
successor company assumes an award payable in Common Shares,
such awards will not be accelerated as described above as long
as the consideration is substantially equal in fair market value
to that of the Common Shares subject to the awards.
16
United
States Federal Income Tax Consequences of the LTIP
The following discussion is a summary of the federal income tax
consequences relating to the grant and exercise of awards under
the LTIP and the subsequent sale of Common Shares that will be
acquired under the LTIP. The tax effect of exercising awards may
vary depending upon the particular circumstances, and the income
tax laws and regulations change frequently.
Nonqualified
Stock Options
There will be no federal income tax consequences to a
participant or to the Company upon the grant of a nonqualified
stock option. When the participant exercises a nonqualified
option, he or she will recognize ordinary income in an amount
equal to the excess of the fair market value of the option
shares on the date of exercise over the exercise price, and we
will be allowed a corresponding tax deduction, subject to any
applicable limitations under Section 162(m) of the Code.
Any gain that a participant realizes when the participant later
sells or disposes of the option shares will be short-term or
long-term capital gain, depending on how long the participant
held the shares.
Incentive
Stock Options
There will be no federal income tax consequences to a
participant or to the Company upon the grant of an incentive
stock option. If the participant holds the option shares for the
required holding period of at least two years after the date the
option was granted and one year after exercise of the option,
the difference between the exercise price and the amount
realized upon sale or disposition of the option shares will be
long-term capital gain or loss, and we will not be entitled to a
federal income tax deduction. If the participant disposes of the
option shares in a sale, exchange, or other disqualifying
disposition before the required holding period ends, the
participant will recognize taxable ordinary income in an amount
equal to the difference between the exercise price and the
lesser of the fair market value of the shares on the date of
exercise or the disposition price, and we will be allowed a
federal income tax deduction equal to such amount, subject to
any applicable limitations under Section 162(m) of the
Code. Any amount received by the participant in excess of the
fair market value on the exercise date will be taxed to the
participant as capital gain, and we will receive no
corresponding deduction. While the exercise of an incentive
stock option does not result in current taxable income, the
excess of the fair market value of the option shares at the time
of exercise over the exercise price will be a tax preference
item that could subject a participant to alternative minimum tax.
Stock
Appreciation Rights
The participant will not recognize income, and we will not be
allowed a tax deduction, at the time a stock appreciation right
is granted. When the participant exercises the stock
appreciation right, the cash or fair market value of any Common
Shares received will be taxable to the participant as ordinary
income, and we will be allowed a federal income tax deduction
equal to such amount, subject to any applicable limitations
under Section 162(m) of the Code.
Restricted
Stock Awards
Unless a participant makes an election to accelerate recognition
of income to the grant date as described below, the participant
will not recognize income, and we will not be allowed a tax
deduction, at the time a restricted stock award is granted. When
the restrictions lapse, the participant will recognize ordinary
income equal to the fair market value of the Common Shares as of
that date, less any amount paid for the stock, and we will be
allowed a corresponding tax deduction, subject to any applicable
limitations under Section 162(m) of the Code. If the
participant files an election under Section 83(b) of the
Code within 30 days after the grant date, the participant
will recognize ordinary income as of the grant date equal to the
fair market value of the stock as of that date, less any amount
paid for the stock, and we will be allowed a corresponding tax
deduction at that time, subject to any applicable limitations
under Section 162(m) of the Code. Any future appreciation
in the stock will be taxable to the participant at capital gains
rates. However, if the stock is later forfeited, such
participant will not be able to recover the tax previously paid
pursuant to the Section 83(b) election.
17
Restricted
Stock Unit Awards, Performance Share Awards, and Performance
Share Unit Awards
A participant will not recognize income, and we will not be
allowed a tax deduction, at the time a restricted stock unit
award, performance share award or performance share unit award
is granted. When a participant receives payment under a
restricted stock unit award, performance share award or
performance share unit award, the amount of cash received and
the fair market value of any shares of stock received will be
ordinary income to the participant, and we will be allowed a
corresponding tax deduction at that time, subject to any
applicable limitations under Section 162(m) of the Code.
Impact
of Recent Tax Law Changes
Recently adopted, Section 409A of the Code has implications
that affect traditional deferred compensation plans, as well as
certain equity-based awards, such as stock options, restricted
stock units, and stock appreciation rights. Section 409A
requires compliance with specific rules regarding the timing of
exercise or settlement of equity-based awards. Individuals who
hold awards are subject to the following penalties if the terms
of such awards are not exempted from or do not comply with the
requirements of Section 409A: (i) appreciation is
includible in the participants gross income for tax
purposes once the awards are no longer subject to a
substantial risk of forfeiture (e.g., upon vesting),
(ii) the participant is required to pay interest at the tax
underpayment rate plus one percentage point commencing on the
date an award subject to Section 409A is no longer subject
to a substantial risk of forfeiture, and (iii) the
participant incurs a 20% penalty tax on the amount required to
be included in income. As set forth above, the LTIP and the
awards granted thereunder are intended to conform to the
requirements of Section 409A.
SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as
amended (Exchange Act), requires our officers and
Directors, and persons who own more than ten percent of a
registered class of our equity securities to file reports of
ownership and changes in ownership with the SEC. Officers,
Directors and greater than ten percent shareholders are required
by regulation of the SEC to furnish us with copies of all
Section 16(a) forms they file.
Based solely on our review of the copies of the Forms 3, 4
and 5 and any amendments thereto received by us, or written
representations from certain reporting persons that no
Forms 5 were required for those persons, we believe that,
during our fiscal year ended December 31, 2007, our
officers and directors and persons who own more than ten percent
of a registered class of our equity securities have timely
complied with all filing requirements under Section 16(a)
of the Exchange Act.
OTHER
MATTERS
Annual
Report
A copy of the Annual Report to Shareholders for the fiscal year
ended December 31, 2007 accompanies this proxy statement.
We file an Annual Report on
Form 10-K
with the SEC. We will provide, without charge, to each person
being solicited by this proxy statement, upon the written
request of any such person, a copy of our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2007. All such
requests should be directed to Investor Relations, Rockwell
Medical Technologies, Inc., 30142 Wixom Road, Wixom, Michigan
48393.
Independent
Accountants
Plante & Moran, PLLC is our independent accountant and
has reported on our consolidated financial statements included
in our 2007 Annual Report which accompanies this proxy
statement. Plante & Moran, PLLC has served in this
capacity since December 1998. Our independent accountants are
appointed by the Audit Committee of the Board of Directors. The
Audit Committee has reappointed Plante & Moran, PLLC
as independent accountants for the year ending December 31,
2008.
18
Representatives of Plante & Moran, PLLC are expected
to be present at the Annual Meeting and will have the
opportunity to make a statement at the meeting if they desire to
do so. The representatives are also expected to be available to
respond to appropriate questions.
The following table presents aggregate fees billed for each of
the years ended December 31, 2007 and 2006 for professional
services rendered by Plante & Moran, PLLC in the
following categories:
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
|
December 31
|
|
|
|
2007
|
|
|
2006
|
|
|
Audit Fees(a)
|
|
$
|
100,000
|
|
|
$
|
104,600
|
|
Audit-Related Fees(b)
|
|
$
|
3,000
|
|
|
$
|
2,600
|
|
Tax Fees(c)
|
|
$
|
19,200
|
|
|
$
|
15,300
|
|
All Other Fees
|
|
$
|
-0-
|
|
|
$
|
-0-
|
|
|
|
|
(a) |
|
Consists of fees for the audit of our annual financial
statements, review of our
Form 10-K,
review of our quarterly financial statements included in our
Forms 10-Q,
services provided in connection with our proxy statement and
services in connection with other regulatory filings, including
our registration statements filed with the SEC under the
Securities Act of 1933. |
|
|
|
(b) |
|
Represents consultation on financial accounting and reporting
matters. |
|
|
|
(c) |
|
Consists of tax return preparation fees. |
The Audit Committee of the Board does not consider the provision
of the services described above by Plante & Moran,
PLLC to be incompatible with the maintenance of
Plante & Moran, PLLCs independence.
Before Plante & Moran, PLLC is engaged by us to render
audit or non-audit services, the engagement is approved by our
Audit Committee. All of the services performed by
Plante & Moran, PLLC for the Company during 2007 were
pre-approved by the Audit Committee.
Shareholder
Proposals
A shareholder proposal which is intended to be presented at our
2009 Annual Meeting of Shareholders that is eligible for
inclusion in the Companys proxy statement for that meeting
under
Rule 14a-8
of the Exchange Act must be received by our Secretary at the
Companys principal executive office at 30142 Wixom Road,
Wixom, Michigan 48393 before December 19, 2008 to be
considered for inclusion in the proxy statement and proxy
relating to that meeting. Such proposal should be sent by
certified mail, return receipt requested and should satisfy the
informational requirements applicable to shareholder proposals
contained in the relevant rules of the SEC. If the date for the
2009 annual meeting is significantly different than the first
anniversary of the 2008 Annual Meeting,
Rule 14a-8
provides for an adjustment to the notice period described above.
In addition, our bylaws provide that, in order for a shareholder
proposal or nomination to be properly brought before the 2009
annual meeting, written notice of such proposal or nomination,
along with the information required by the bylaws, must be
received by our Secretary at the Companys principal
executive offices no earlier than February 22, 2009 and no
later than March 24, 2009. If the 2009 annual meeting date
has been advanced or delayed by more than 30 days from the
first anniversary of the date of the 2008 Annual Meeting or if
the action to be taken relates to a special meeting of
shareholders, then notice of such proposal must be received by
our Secretary at our principal executive office at 30142 Wixom
Road, Wixom, Michigan 48393 no later than the close of business
on the tenth day following the earlier of the date on which
notice of such meeting was mailed or public disclosure of the
date of such meeting was made. The bylaws require that a
shareholder proposal must be accompanied by the name and address
of the shareholder as they appear on our stock transfer records,
the number of our Common Shares beneficially owned by the
shareholder, any material interest of the shareholder in such
proposal, a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting
such business at the annual meeting. Nominations must be
accompanied by the information required by the bylaws described
under Nominating and Advance Notice Procedures in
this proxy statement. In each case, the required notice and
accompanying information should be sent by certified mail,
return receipt requested and addressed to our Secretary
19
at our principal executive office. The Company expects the
persons named as proxies for the 2009 annual meeting of
shareholders to use their discretionary voting authority, to the
extent permitted by law, with respect to any proposal or
nomination properly presented at that meeting by a shareholder
who has not provided the Company with the required written
notice and accompanying information during the period provided
in our bylaws.
Householding
We have adopted a procedure approved by the SEC called
householding. Under this procedure, certain
shareholders of record who have the same address and last name
will receive only one copy of our Notice of Annual Meeting of
Shareholders, Proxy Statement, and accompanying documents,
unless one or more of these shareholders notifies us that they
wish to continue receiving individual copies. This procedure
will reduce our printing costs and postage fees.
Shareholders who participate in householding will continue to
receive separate proxy cards. Also, householding will not in any
way affect other mailings.
If you are eligible for householding, but you and other
shareholders of record with whom you share an address currently
receive multiple copies of the Notice of Annual Meeting of
Shareholders, Proxy Statement and accompanying documents, or if
you hold stock in more than one account, and in either case you
wish to receive only a single copy of each of these documents
for your household, please contact the Companys Secretary
at 30142 Wixom Road, Wixom, Michigan 48393, or by telephone at
(248) 960-9009.
If you participate in householding and wish to receive a
separate copy of this Notice of Annual Meeting of Shareholders,
Proxy Statement and the accompanying documents, or if you do not
wish to participate in householding and prefer to receive
separate copies of these documents in the future, please contact
the Companys Secretary as indicated above.
Beneficial owners can request information about householding
from their banks, brokers or other holders of record.
Other
Business
Neither we nor the members of our Board of Directors intend to
bring before the Annual Meeting any matters other than those set
forth in the Notice of Annual Meeting of Shareholders, and we
and they have no present knowledge that any other matters will
be presented for action at the meeting by others. If any other
matters properly come before such meeting, however, it is the
intention of the persons named in the enclosed form of proxy to
vote in accordance with their best judgment.
By Order of the Board of Directors,
Thomas E. Klema
Secretary
Wixom, Michigan
April 18, 2008
REVOCABLE
PROXY
ROCKWELL MEDICAL TECHNOLOGIES, INC.
ANNUAL MEETING OF SHAREHOLDERS
MAY 23, 2008
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF ROCKWELL MEDICAL TECHNOLOGIES, INC.
The undersigned, as a shareholder of record on April 4, 2008, hereby appoints Robert L. Chioini and
Thomas E. Klema, and each of them, attorneys and proxies with full power of substitution in each of
them, in the name, place and stead of the undersigned and hereby authorizes them to vote as proxy
all of the Common Shares, no par value per share, of the undersigned in Rockwell Medical
Technologies, Inc. (the Company) which the undersigned would be entitled to vote if then
personally present at the Annual Meeting of Shareholders of the Company to be held on May 23, 2008
at 9:00 a.m. E.D.T., and at any and all adjournments thereof, upon all matters properly coming
before the Annual Meeting including, without limitation, those matters set forth in the Notice of
Annual Meeting and Proxy Statement dated April 18, 2008 (receipt of which is hereby acknowledged).
In their discretion, to the extent permitted by law, the proxies are also authorized to vote upon
such matters as may properly come before the meeting, including the election of any person to the
Board of Directors where a nominee named in the Proxy Statement dated April 18, 2008, is unable to
serve or, for good cause, will not serve. The undersigned ratifies all that the proxies or either
of them or their substitutes may lawfully do or cause to be done by virtue hereof and revokes all
former proxies.
(Continued and to be Signed on Reverse Side)
ANNUAL MEETING OF SHAREHOLDERS OF
ROCKWELL MEDICAL TECHNOLOGIES, INC.
MAY 23, 2008
Please date, sign and mail your proxy card in the envelope provided as soon as possible.
Please detach along perforated line and mail in the envelope provided.
The Board recommends a vote FOR the nominee, FOR Proposal 2 and FOR Proposal 3.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK
YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE þ
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOR
|
|
WITHHOLD AUTHORITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
|
Election of Class II Director.
Nominee: Kenneth L. Holt
|
|
o
|
|
o |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN |
|
|
|
|
|
|
|
|
|
2.
|
|
To approve an amendment
to the Articles of Incorporation
to increase the number of authorized
Common Shares to 40 million.
|
|
o
|
|
o
|
|
o |
|
|
|
|
|
|
|
|
|
3.
|
|
To approve an amendment to the
Rockwell Medical Technologies, Inc.
2007 Long Term Incentive Plan to
increase the total number of shares subject
to the Plan to 1,750,000, which amendment, if approved,
will be effective only if Proposal 2 above
is also approved by shareholders.
|
|
o
|
|
o
|
|
o |
|
|
|
|
|
|
|
|
|
4.
|
|
In their discretion with respect to any other
matters that may properly come before the
meeting. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
This proxy will be voted, when properly executed, in accordance with the
specifications made herein. If no instructions are indicated, the shares
represented by this Proxy will be voted FOR the nominee in Proposal
1, FOR Proposal
2 and FOR Proposal 3. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Please date, sign and return this Proxy promptly in the enclosed envelope. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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. |
|
o |
|
|
|
|
Signature of Shareholder DATE
Signature of Shareholder DATE
NOTE: 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 in full corporate name
by duly authorized officer, giving full title as such. If the signer is a partnership, please sign
in partnership name by authorized person.