UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
PASSUR AEROSPACE, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule, or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
1
PASSUR AEROSPACE, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 10, 2012
The Annual Meeting of the shareholders of PASSUR Aerospace, Inc. (the "Company")
will be held at 11:00 a.m., local time, on April 10, 2012 at One Landmark
Square, Suite 1900, Stamford, Connecticut, for the following purposes:
1. To elect Directors for the next fiscal year;
2. To ratify the appointment of BDO USA, LLP as the independent
registered public accounting firm of the Company for the fiscal year
ending October 31, 2012;
3. To transact such business as may properly come before the meeting or
any adjournment or adjournments thereof.
Only shareholders of record at the close of business on February 24, 2012 will
be entitled to vote at the Annual Meeting. A list of shareholders eligible to
vote at the Annual Meeting will be available for inspection at the Annual
Meeting and during business hours from March 1, 2012 to the date of the Annual
Meeting at the Company's headquarters in Connecticut.
Whether you expect to attend the Annual Meeting or not, your vote is important.
To assure your representation at the meeting, please sign and date the enclosed
proxy card and return it promptly in the enclosed envelope, which requires no
additional postage if mailed in the United States or Canada.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 10, 2012. The Notice of Annual
Meeting, Proxy Statement and Annual Report on Form 10-K for the fiscal year
ended October 31, 2011 are available on our website at
http://www.passur.com/who-we-are-investors-sec-filings.htm.
By Order of the Board of Directors
Jeffrey P. Devaney
Chief Financial Officer, Treasurer,
and Secretary
One Landmark Square, Suite 1900
Stamford, Connecticut 06901
March 1, 2012
IT IS IMPORTANT THAT THE ENCLOSED PROXY CARD BE COMPLETED
AND RETURNED PROMPTLY
2
PASSUR AEROSPACE, INC.
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of PASSUR Aerospace, Inc. (the "Company", "our") for
use at the Annual Meeting of Shareholders to be held at 11:00 a.m., local time,
on April 10, 2012 at One Landmark Square, Suite 1900, Stamford, Connecticut.
Distribution of this proxy statement and the enclosed proxy card to shareholders
is scheduled to begin on or about March 5, 2012.
Shares cannot be voted at the Annual Meeting unless the owner thereof is present
in person or by proxy. All properly executed and unrevoked proxies in the
accompanying form that are received in time for the Annual Meeting will be voted
at the Annual Meeting, or any adjournment or postponement thereof, in accordance
with any specification thereon, or if no specification is made, such proxies
will be voted "FOR" the election of the named Director nominees and "FOR" the
ratification of BDO USA, LLP as the Company's independent registered public
accountants. The Board of Directors knows of no other matters which may be
brought before the Annual Meeting. However, if any other matters are properly
presented for action, it is the intention of the named proxies to vote on them
according to their best judgment. Any person giving a proxy may revoke it by
written notice to the Company, or by delivering a valid, later-dated proxy in a
timely manner, at any time prior to the exercise of the proxy. In addition,
although mere attendance at the Annual Meeting will not revoke the proxy, a
person present at the Annual Meeting may withdraw his or her proxy and vote in
person. Rights of appraisal or similar rights of dissenters are not available to
shareholders of the Company with respect to any matter to be acted upon at the
Annual Meeting. The Company will bear the entire cost of the solicitation of
proxies for the Annual Meeting.
The Annual Report on Form 10-K of the Company for the fiscal year ended October
31, 2011, as filed with the Securities and Exchange Commission and including the
financial statements of the Company, is enclosed herewith.
The mailing address of the principal executive office of the Company is One
Landmark Square, Suite 1900, Stamford, Connecticut, 06901. This Proxy Statement
and the accompanying form of proxy are expected to be mailed to the shareholders
of the Company on or about March 5, 2012.
VOTING SECURITIES
The Company's only class of voting securities outstanding is its Common Stock,
par value $0.01 per share (the "Common Stock"). On February 24, 2012, there were
_________ shares of Common Stock outstanding. At the Annual Meeting, each
shareholder of record at the close of business on February 24, 2012, will be
entitled to one vote for each share of Common Stock owned on that date as to
each matter presented at the Annual Meeting. Assuming the presence of a quorum
at the Annual Meeting, the affirmative vote of a plurality of the votes cast by
holders of shares of Common Stock present in person or represented by proxy at
the meeting and entitled to vote is required for the election of directors. The
affirmative vote of a majority of the votes cast by holders of shares of Common
Stock present in person or represented by proxy at the meeting and entitled to
vote is required to ratify the appointment of BDO USA, LLP as the Company's
independent registered public accounting firm. An abstention with respect to any
proposal will be counted as present for purposes of determining the existence of
a quorum. In the event of a "broker non-vote" (shares held by a broker or
nominee who does not have discretionary authority to vote on a particular matter
and has not received voting instructions from the client) with respect to any
proposal coming before the meeting caused by the beneficial owner's failure to
authorize a vote on such proposal, the proxy will be counted as present for the
purpose of determining the existence of a quorum. Under New York law,
abstentions and broker non-votes, if any, will not be counted as votes cast and
therefore will have no effect. Please note that brokers may no longer use
discretionary authority to vote shares on the election of directors if they have
not received instructions from their clients. Please vote your proxy so your
vote can be counted. An automated system administered by the Company's transfer
agent will be used to tabulate the proxies.
3
I. ELECTION OF DIRECTORS
Unless otherwise directed, the persons named in the accompanying form of proxy
intend to vote at the Annual Meeting "FOR" the election of the nominees named
below as Directors of the Company, to serve until the next Annual Meeting and
until their successors are duly elected and qualified. THE BOARD OF DIRECTORS
RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE ELECTION OF SUCH NOMINEES.
If any nominee is unable to stand for election when the election takes place,
the shares represented by valid proxies will be voted in favor of the remaining
nominees and for such person, if any, as shall be designated by the present
Board of Directors to replace such nominee. The Board of Directors does not
presently anticipate that any nominee will be unable to stand for election.
INFORMATION CONCERNING DIRECTORS AND NOMINEES
The following information with respect to the principal occupation or
employment, other affiliations, and business experience of each nominee during
the last five years has been furnished to the Company by such nominee. Except as
indicated, each of the nominees has had the same principal occupation for the
last five years. All of the nominees are currently Directors of the Company.
G. S. Beckwith Gilbert, age 70, has continued to serve as the Company's Chairman
of the Board since his election in 1997. Mr. Gilbert was appointed Chief
Executive Officer in October of 1998 and served as such until his retirement
from that post on February 1, 2003. Mr. Gilbert is also President and Chief
Executive Officer of Field Point Capital Management Company, a merchant-banking
firm, a position he has held since 1988. He is a Director of Davidson Hubeny
Brands. Mr. Gilbert is also the Co-Chairman of the Immunology Advisory Council
of Harvard Medical School, and Chairman Emeritus of the Board of Fellows of
Harvard Medical School, a Director of the Yale Cancer Center, a Director of the
Cancer Research Institute, and a member of the Council on Foreign Relations. Mr.
Gilbert's current service as Chairman of the Board of the Company and prior
service as Chief Executive Officer of the Company, as well as his prior board
and executive management experience, allow him to provide in-depth knowledge of
the Company and other valuable insight and knowledge to the Board.
James T. Barry, age 50, was named President of the Company on April 14, 2003 and
Chief Executive Officer on February 1, 2003. Since Mr. Barry joined the Company
in 1998, he has held the positions of Chief Operating Officer, Chief Financial
Officer, Secretary, and Executive Vice President. Mr. Barry has also been a
Director of the Company since 2000. From 1989 to 1998, he was with Dianon
Systems, Inc., most recently as Vice President of Marketing. Prior to Dianon,
Mr. Barry was an officer in the United States Marine Corps. Mr. Barry's
knowledge of the Company through his service as a Director, President and Chief
Executive Officer of the Company allow him to bring valuable insight and
knowledge to the Board.
John R. Keller, age 71, serves as Executive Vice President of the Company, a
position he has held since the Company's inception in 1967 as one of the
co-founders. Mr. Keller has also been a Director of the Company since 1997. Mr.
Keller received his bachelor's and master degrees in engineering from New York
University in 1960 and 1962, respectively. Mr. Keller's knowledge of the Company
through his service as a Director and Executive Vice President of the Company
allow him to bring valuable insight and knowledge to the Board.
Paul L. Graziani, age 54, has been a Director of the Company since 1997 and is
the Chairman of the Audit Committee. He currently serves as Chief Executive
Officer of Analytical Graphics, Inc. (AGI), a leading producer of commercially
available analysis and visualization software for the aerospace, defense, and
intelligence communities, a position he has held since January 1989. Until March
2009, he also served as AGI's President. In recent times, Mr. Graziani has been
recognized as "CEO of the Year" by the Philadelphia region's Eastern Technology
Council and the Chester County Chamber of Business and Industry; "Entrepreneur
of the Year" regional winner by Ernst & Young; and "Businessman of the Year" by
the local Great Valley Regional Chamber of Commerce. He sits on the Boards of
Directors of the United States Geospatial Intelligence Foundation (USGIF) and
Federation of Galaxy Explorers (FOGE), and is a member of the boards of
governors of the Civil Air Patrol (CAP) and the Aerospace Industries Association
(AIA). He is an associate fellow of the American Institute of Aeronautics and
Astronautics (AIAA) and has formerly served on the advisory board for Penn State
Great Valley. After fulfilling his board tenure, he was recently elected to the
honorary position of Life Director of The Space Foundation. In 2009 AGI was
named a "Top Small Workplace" by the Wall Street Journal and the non-profit
organization Winning Workplaces. Mr. Graziani's knowledge of the Company through
his service as a Director of the Company, as well as his experience as CEO of a
software company, allow him to bring valuable insight and knowledge to the
Board.
4
Bruce N. Whitman, age 78, has been a Director of the Company since 1997 and is
the Chairman of the Executive Committee. He is the Chairman, CEO and President
of FlightSafety International and has held other positions such as Executive
Vice President since 1961. Mr. Whitman is currently Co-Chairman of the Board and
Chairman of the Nominating Committee of the Congressional Medal of Honor
Foundation; a Director of the General Aviation Manufacturers Association; an
Executive Committee member of NATA's Air Charter Safety Foundation Board of
Governors; a Director and member of the Executive Committee of ORBIS
International and a Director Emeritus of the Smithsonian National Air and Space
Museum. Mr. Whitman is Vice Chairman of the Air Force Academy Falcon Foundation;
Vice President of The Wings Club; a Trustee and member of the Executive
Committee of the National World War II Museum and a Trustee of Kent School;
member of the Harvard Medical School Immunology Advisory Council; member of the
Boards of Business Executives for National Security, Corporate Angel Network,
and the USO of Metropolitan New York. Mr. Whitman was honored with the 2009
Distinguished Service Award by the USO of Metropolitan New York. Mr. Whitman's
knowledge of the Company through his service as a Director and Chairman of the
Executive Committee, as well as his extensive participation as a member of
various business and charitable organizations, enable him to bring valuable
insights and knowledge to the Board.
Richard R. Schilling, Jr., age 86, has been a Director of the Company since
1974. Mr. Schilling is a member of the law firm of Burns, Kennedy, Schilling &
O'Shea, New York, New York, where he has been practicing since October 1964. Mr.
Schilling's knowledge of the Company through his service as a Director of the
Company, as well as his extensive legal experience, allow him to bring valuable
insight and knowledge to the Board.
James J. Morgan, age 69, has been a Director of the Company since September 12,
2005 and is the Chairman of the Compensation Committee. Mr. Morgan is also a
partner in the New York City based private equity firm Jacobson Partners, a
position he has held since September 2001. Mr. Morgan retired in 1997 as
President and Chief Executive Officer of Philip Morris Incorporated. Mr.
Morgan's knowledge of the Company through his service as a Director of the
Company, as well as his prior experience as CEO of a publicly-traded company,
allow him to bring valuable insight and knowledge to the Board.
Kurt J. Ekert, age 41, has been a Director of the Company since September 10,
2009. Mr. Ekert is currently the Chief Commercial Officer, Travelport GDS
(including brands Galileo and Worldspan) and has held this position since 2010,
where he holds global responsibility for sales, customer engagement, sourcing,
and operations across 160 countries. In this role, he holds offices in Langley,
U.K. and Atlanta, U.S. Travelport is a Blackstone portfolio company. From 2006
to 2010, Mr. Ekert was Chief Operating Officer, GTA by Travelport, a global,
multi-channel travel intermediary focused on hotels and travel services, with 31
offices in EMEA, APAC and the Americas. Mr. Ekert led GTA's commercial and
operations functions, as well as all elements of its online consumer business,
OctopusTravel.com. Prior to joining GTA, he was Senior Vice President,
Travelport Supplier Services, where he oversaw supplier sales, strategy and
content for the Travelport Americas business and consumer groups including
Galileo and Orbitz Worldwide. At Travelport, he also has held the positions of
Group Vice President, Strategy and Business Development, and Chief Operating
Officer, Travelport/Orbitz for Business. Prior to joining Travelport, Mr.
Ekert's experience in the travel industry included a number of senior finance
roles at Continental Airlines. Before Continental, he spent four years as an
active duty US Army officer. Mr. Ekert received a BS from the Wharton School of
the University of Pennsylvania and a MBA from the University of South Carolina.
Mr. Ekert's knowledge of the Company through his service as a Director of the
Company, as well as his executive management and business experience in the
travel industry, allow him to bring valuable insight and knowledge to the Board.
Peter L. Bloom, age 54, has been a Director of the Company since December 10,
2009. Mr. Bloom is currently an Advisory Director at General Atlantic, where he
has worked since 1996. As a Managing Director at General Atlantic, he was
responsible for technology due diligence on prospective investments and
assistance to the CEO and senior management teams of portfolio companies on
technology strategy and guidance on emerging technology trends. Prior to joining
General Atlantic, Mr. Bloom spent thirteen years at Salomon Brothers in a
variety of roles in both technology and fixed income sales and trading. He
received the Carnegie Mellon/AMS Achievement Award in Managing Information
Technology for his work managing the technology implementation of a new
distributed computing architecture that supported the company's global business
operations. He graduated from Northwestern University in 1978 with a B.A. in
Computer Studies and Economics. He is a member of Business Executives for
National Security and an Associate Founder of Singularity University. He is also
a member of the FCC Technical Advisory Council. He is currently the Chairman of
DonorsChoose, which was named the most innovative charity in America by Stanford
Business School and Amazon. Mr. Bloom is also the co-founder and Chairman of
Peak Rescue Institute. He is a member of the board of The Food Bank for New York
City and the Cancer Research Institute. Mr. Bloom's knowledge of the Company
through his service as a Director of the Company, as well as his executive
management and business experience and technology expertise, allow him to bring
valuable insight and knowledge to the Board.
5
Richard L. Haver, age 65, has been a Director of the Company since October 8,
2010. Mr. Haver retired from Northrop Grumman Corporation in December 2010
following 10 years of service with Northrop and the TRW component acquired by
Northrop in 2002. His position at Northrop Grumman was Vice President for
Intelligence Programs. He earned a B.A. degree in History from Johns Hopkins
University in 1967. He served on active duty in the U.S. Navy from 1967 to 1973.
In 1973, Mr. Haver became a civilian intelligence analyst in the Anti-Submarine
Warfare Systems branch at the Naval Intelligence Support Center. In 1976, he was
selected as a department head at the Navy Field Operational Intelligence Office
(NFOIO), and the next year became the Technical Director of the Naval Ocean
Surveillance Information Center. He subsequently held the senior civilian
position at NFOIO, serving as Technical Director until assuming the position of
Special Assistant to the Director of Naval Intelligence in 1981. He was selected
as Deputy Director of Naval Intelligence in June 1985, a position he held until
1989. Mr. Haver was selected by Secretary of Defense Dick Cheney in July 1989 to
the position of Assistant to the Secretary of Defense for Intelligence Policy.
From 1992 to 1995, he served as the Executive Director for Intelligence
Community Affairs. In 1998, he assumed the duties of Chief of Staff of the
National Intelligence Council and Deputy to the Assistant Director of Central
Intelligence for Analysis and Production. In 1999, Mr. Haver joined TRW as Vice
President and Director, Intelligence Programs. He led business development and
marketing activities in the intelligence market area for their Systems &
Information Technology Group. He also served as liaison to the group's strategic
and tactical C3 business units, as well as TRW's Telecommunications and Space &
Electronics groups. Mr. Haver was selected by Vice President Cheney to head the
Administration's Transition Team for Intelligence and then selected by Secretary
of Defense Donald Rumsfeld as the Special Assistant to the Secretary of Defense
for Intelligence. He returned to the private sector in 2003. Mr. Haver is now
consulting to both government and private industry associated with the National
Security and Intelligence fields, volunteer work, and service on various boards
and panels. Mr. Haver's knowledge of the Company through his service as a
Director of the Company, as well as his executive management and business
experience in the intelligence field, allow him to bring valuable insight and
knowledge to the Board.
BOARD OF DIRECTORS AND COMMITTEES
During the fiscal year ended October 31, 2011, the Board of Directors held three
regularly scheduled meetings and had no special meetings. The Board of Directors
established a Committee of independent Directors during fiscal year 2011. This
Committee was established in order to evaluate a potential private placement of
the Company's Common Stock to certain of its Directors and other parties, and to
subsequently make a recommendation to the Board of Directors with respect to
this evaluation. This Committee held five meetings. From time to time, the Board
of Directors also acts by unanimous written consent and, during fiscal year
2011, the Board of Directors acted by unanimous written consent two times.
Each of our Directors attended all of the scheduled meetings of the Board and
the Committees on which they served. We encourage each of our Directors to
attend the Company's Annual Meeting. To that end, and to the extent reasonably
practical, we regularly schedule a meeting of the Board of Directors on the same
day as our Annual Meeting. All members of the Company's Board of Directors, as
of the date of our 2011 Annual Meeting, attended such meeting.
Although the Company is not listed on the NASDAQ Stock Market ("NASDAQ"), the
Board of Directors has determined, after considering all the relevant facts and
circumstances, that Mr. Graziani, Mr. Whitman, Mr. Schilling, Mr. Morgan, Mr.
Ekert, Mr. Bloom, and Mr. Haver are each independent Directors, as
"independence" is defined by NASDAQ listing standards.
The Board of Directors presently has standing Audit, Compensation, and Executive
Committees, the current membership and principal responsibilities of which are
described below. The Board of Directors does not have a formal Nominating
Committee; however, all of the Directors review and approve all Director
nominees presented to the Board.
6
AUDIT COMMITTEE
Members: Mr. Graziani, Mr. Schilling, and Mr. Whitman.
The Audit Committee's responsibilities include the following: approve the
registered public accounting firm to be retained by the Company; meet with the
Company's registered public accounting firm several times annually to review the
scope and the results of the annual audit; receive and consider the auditors'
comments as to internal controls, accounting staff, management performance, and
procedures performed as well as results obtained in connection with the audit;
and periodically review and approve major accounting policies and significant
internal control procedures. In addition, the Audit Committee reviews the
independence of the registered public accounting firm and its fee for services
rendered to the Company and discusses with the registered public accounting firm
any other audit-related matters that may arise during the year. The Members of
the Audit Committee have been appointed by the Board of Directors. Although the
Company is not listed on NASDAQ, all of the Audit Committee Members meet the
independence requirements of the NASDAQ listing standards. Additionally, the
Board of Directors has determined that Mr. Graziani meets the Securities and
Exchange Commission's criteria of an "audit committee financial expert" as set
forth in Item 407(d)(5) of Regulation S-K. Mr. Graziani acquired the attributes
necessary to meet such criteria by means of having held positions that provided
relevant experience.
The Audit Committee held four meetings during fiscal year 2011. The Board of
Directors has adopted a Charter to set forth the Audit Committee's
responsibilities. The Audit Committee Charter is available on the Company's
website at www.passur.com/who-we-are-investors-committees.htm.
REPORT OF THE AUDIT COMMITTEE:
The Board of Directors has appointed an Audit Committee, consisting of three
Directors.
The purpose of the Audit Committee is to assist our Board of Directors with the
oversight of the integrity of the financial statements of the Company, the
Company's compliance with legal and regulatory matters, the registered public
accounting firm's qualifications and independence, and the performance of our
Company's registered public accounting firm. The Audit Committee oversees the
Company's accounting and financial reporting process and audits of the financial
statements of the Company on behalf of the Board of Directors. Management has
the primary responsibility for the financial statements and the reporting
process including the systems of internal controls. The registered public
accounting firm is responsible for auditing our financial statements and
expressing an opinion that the financial statements are in conformity with
generally accepted accounting principles in the United States.
In fulfilling its oversight responsibilities, the Audit Committee reviewed and
discussed the audited financial statements in the Annual Report with management,
including a discussion of the quality, not just the acceptability, of the
accounting principles, the reasonableness of significant judgments, and the
clarity of disclosures in the financial statements.
The Audit Committee discussed with the registered public accounting firm, which
is responsible for expressing an opinion on the conformity of those financial
statements with generally accepted accounting principles, their judgments as to
the quality, not just the acceptability, of the Company's accounting principles,
and other such matters as are required to be discussed with the registered
public accounting firm 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. In addition, the
Audit Committee has discussed with the registered public accounting firm the
auditors' independence from management. The Company and the Audit Committee have
received the written disclosures and the letter from the registered public
accounting firm required by applicable requirements of the Public Company
Accounting Oversight Board regarding the registered public accounting firm's
communications with the audit committee concerning independence, and has
discussed with the registered public accounting firm the registered public
accounting firm's independence.
The Audit Committee discussed with the Company's registered public accounting
firm the overall scope and plans for their respective audit. The Audit Committee
meets with the registered public accounting firm, with and without management
present, to discuss the results of their examinations, their evaluations of the
Company's internal controls, and the overall quality of the Company's financial
reporting. The Audit Committee held four meetings during fiscal year 2011.
7
Based on the reviews and discussions referred to above, the Audit Committee
recommended to the Board of Directors (and the Board has approved) that the
audited financial statements be included in the Annual Report on Form 10-K for
the fiscal year ended October 31, 2011, for filing with the Securities and
Exchange Commission. The Audit Committee and the Board have also recommended,
subject to shareholder approval, the selection of the Company's registered
public accounting firm.
The foregoing Audit Committee Report does not constitute soliciting material and
shall not be deemed to be filed or incorporated by reference into any other
Company filing under the Securities Act of 1933, as amended or the Securities
Act of 1934, as amended, except to the extent the Company specifically
incorporates this Audit Committee Report by reference therein.
Respectfully submitted,
Paul L. Graziani, Audit Committee Chair
Richard R. Schilling, Audit Committee Member
Bruce N. Whitman, Audit Committee Member
COMPENSATION COMMITTEE
Members: Mr. Graziani, Mr. Schilling, Mr. Whitman, and Mr. Morgan.
The Compensation Committee determines salaries, bonuses, and incentive
compensation for the Company's executive officers and has authority to recommend
awards of stock options, stock bonuses, and other equity-based compensation to
executives, employees, and consultants under the Company's 2009 Stock Incentive
Plan (the "Plan"), as amended in fiscal years 2011 and 2010. The Compensation
Committee also determines compensation levels and performs such other functions
regarding compensation as the Board may delegate. The Members of the
Compensation Committee have been appointed by the Board of Directors. Mr. Morgan
was appointed Chairman at the April 13, 2006 Board of Directors meeting.
Although the Company is not listed on NASDAQ, all of the Compensation Committee
Members meet the independence requirements of the NASDAQ listing standards. The
Compensation Committee held one meeting during fiscal year 2011.
The Company did not employ a compensation consultant during fiscal year 2011.
The Board of Directors has adopted a Charter to set forth the Compensations
Committee's responsibilities. The Compensation Committee Charter is available on
the Company's website at www.passur.com
EXECUTIVE COMMITTEE
Members: Mr. Gilbert, Mr. Graziani, Mr. Barry, Mr. Morgan, and Mr. Whitman.
The Executive Committee was established in October 1998. The Executive
Committee's primary function is to assist management in formulating the
Company's strategy and to perform such other duties as may be designated by the
Board of Directors. Mr. Whitman was appointed Chairman at the April 13, 2006,
Board of Directors meeting. The Executive Committee held one meeting during
fiscal year 2011.
NOMINATING COMMITTEE
In order to ensure that candidates are properly evaluated, the Board believes
that a separate nominating committee is not necessary at this time, given the
size of the Company, nor would a nominating committee add to the effectiveness
of the evaluation and nomination process. For these reasons, the Board believes
it is not appropriate to have a nominating committee at this time.
8
Currently, the Board performs the functions typical of a nominating committee,
including the identification, recruitment, and selection of nominees for
election as Directors of the Company. Although the Company is not listed on
NASDAQ, Director nominees will be evaluated by the Company's Directors who meet
the independence requirements of the NASDAQ listing standards. In selecting
nominees for the Board, the Company seeks to identify individuals who are
thought to have the business background and experience, industry specific
knowledge and general reputation, and expertise that would allow them to
contribute as effective Directors to the Company's governance, and who are
willing to serve as Directors of a public company. The Board has no formal
policy on the consideration to be given to diversity in the nomination process,
other than to seek candidates who have skills and experience that are
appropriate to the position and complementary to those of the other Board
members or candidates using the criteria identified above.
The Company does not have a specific policy on shareholder-recommended director
candidates. The Board believes it is appropriate for the Company not to have
such a policy because it prefers to identify and evaluate potential candidates
on a case-by-case basis. However, the Board will consider director nominations
made by shareholders. The Board's process for evaluating directors nominated by
shareholders is the same as the process for evaluating any other director
nominees. Shareholders wishing to submit director nominee recommendations for
the 2013 Annual Meeting of Shareholders should write via registered, certified
or express mail to the Corporate Secretary, Jeffrey P. Devaney, PASSUR
Aerospace, Inc., One Landmark Square, Suite 1900, Stamford, Connecticut, 06901.
Any such shareholder must meet the minimum eligibility requirements specified in
Exchange Act Rule 14a-8 and must submit, within the same time frame for
submitting a shareholder proposal required by Rule 14a-8: (1) evidence in
accordance with Rule 14a-8 of compliance with the shareholder eligibility
requirements; (2) the written consent of the candidate(s) for nomination as a
director; (3) a resume or other written statement of the qualifications of the
candidate(s) for nomination as a director; and (4) all information regarding the
candidate(s) and the shareholder that would be required to be disclosed in a
proxy statement filed with the SEC if the candidate(s) were nominated for
election to the Board of Directors.
CODE OF ETHICS AND BUSINESS CONDUCT
The Company has adopted a Code of Ethics and Business Conduct that applies to
all officers, Directors, and employees regarding their obligations in the
conduct of Company affairs. The Company's Code of Ethics and Business Conduct is
available on the Company's website at www.passur.com.
SHAREHOLDER COMMUNICATIONS
Our shareholders may communicate directly with the members of the Board of
Directors or the individual chairperson of standing Board committees by writing
to those individuals at the following address: PASSUR Aerospace, Inc., One
Landmark Square, Suite 1900, Stamford, Connecticut, 06901. The Company's general
policy is to forward, and not intentionally screen, any mail received at the
Company's corporate office that is sent directly to an individual unless the
Company believes the communication may pose a security risk.
BOARD LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT
The positions of Chairman of the Board and Chief Executive Officer are currently
held by different persons. The Board believes that having a separate Chairman
allows the Chief Executive Officer, Mr. Barry, to focus on the day-to-day
management of the Company while enabling the Board to maintain an independent
perspective on the activities of the Company and executive management.
The Company's senior management manages the day-to-day risks facing the Company
under the oversight and supervision of the Board, which oversees the Company's
risk management strategy, focusing on the adequacy of the Company's risk
management and mitigation processes. The Board's role in the risk oversight
process includes receiving regular reports from senior management on areas of
material risk, including operations, financial, legal, regulatory, strategic,
and reputational risks. The full Board receives these reports to enable it to
understand the Company's risk identification, risk management, and risk
mitigation strategies. While the full Board is ultimately responsible for risk
oversight at the Company, the Audit Committee assists the Board in fulfilling
its oversight responsibilities with respect to risk in the areas of financial
reporting and internal controls. In performing its functions, the Audit
Committee has access to management and is able to engage advisors, if deemed
necessary. The Board receives regular reports from the Audit Committee regarding
its areas of focus.
9
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of the current members of the Compensation Committee are officers or
employees of the Company or its subsidiary. During fiscal 2011, none of the
Company's executive officers served as a director or member of a compensation
committee (or other committee serving an equivalent function) of any other
entity, whose executive officers served as a Director or member of our
Compensation Committee. No interlocking relationship, as defined by the
Securities Exchange Act of 1934, as amended, exists between the Company's Board
of Directors or Compensation Committee, and the board of directors or
compensation committee of any other company.
EXECUTIVE OFFICERS
For information with respect to Mr. Barry and Mr. Keller, who are also
Directors, see "Election of Directors - Information Concerning Directors and
Nominees."
Dr. James A. Cole, age 71, currently serves as Senior Vice President and the
Director of Research and Development of the Company, a position he has held
since July 1988. Dr. Cole earned a Ph.D. in physics from Johns Hopkins
University in 1966. He is a current member of the American Association for the
Advancement of Science, American Physical Society, Association for Computing
Machinery, Institute of Electrical and Electronic Engineers and IEEE Computer
Society. Dr. Cole has been with the Company since 1974.
Jeffrey P. Devaney, age 53, joined the Company as Chief Financial Officer,
Treasurer, and Secretary on June 14, 2004. Prior to joining the Company, Mr.
Devaney was the Chief Financial Officer at Cierant Corporation from 2002 to
2004. From 2000 to 2001, he was a Controller at SageMaker, Inc. From 1995 to
2000, he was the Controller at Information Management Associates, Inc.
Matthew H. Marcella, age 54, was named Vice President of Software Development on
January 15, 2003. Mr. Marcella joined the Company in 2001 from Cityspree Inc.,
where he served as lead software architect from 2000 to 2001. From 1996 to 2000,
he was a Vice President at Deutsche Bank and Nomura Securities. From 1995 to
1996, he was a Technical Officer at UBS Securities.
Ron A. Dunsky, age 49, was named Vice President of Marketing on May 21, 2003.
Mr. Dunsky joined the Company in 2001, and initially served as Director of
Marketing and New Product Development. Prior to joining the Company, Mr. Dunsky
was a Senior Aviation Producer with the New York bureau of ABCNews.com from 2000
to 2001. Prior to ABCNews.com, he was a Senior Aviation Producer with the New
York bureau of CNN from 1995 to 2000.
Tina W. Jonas, age 51, joined the Company as Executive Vice President of
Operations on July 1, 2010. Prior to joining the Company, Ms. Jonas served as
Director of Operations Planning and Analysis at Sikorsky Aircraft Corporation
from 2008 to 2010. In that role, Ms. Jonas was responsible for leading and
managing Sikorsky's global planning for production and supply chain operations -
including production planning for all military, commercial, and aftermarket
business. Ms. Jonas's responsibilities also included facilities management for
operations worldwide and integrated operations management for $500 million in
aftermarket business for Sikorsky. From 2004 to 2008, she served as
Undersecretary of Defense, Comptroller, and Chief Financial Officer for the
Department of Defense (DOD). Before joining the DOD, she served as Assistant
Director and Chief Financial Officer for the Federal Bureau of Investigation
from 2002 to 2004.
Thomas White, age 56, was named Senior Vice President of Technology and Air
Traffic Management on March 1, 2011. He joined the company in 2007 as a
consultant and in 2008 became an employee and the Director of Air Traffic
Management. He was promoted to Vice President of Air Traffic Management in 2010.
Prior to joining the Company, Mr. White spent 32 years in government service
with the FAA and the U.S. Military. Between 2002 and 2007 he was a Senior
Manager for the FAA in New York. Before the FAA, he was also a U.S. Army Special
Ops helicopter pilot serving with Task Force 160th.
10
COMPENSATION DISCUSSION AND ANALYSIS
COMPENSATION PHILOSOPHY AND OBJECTIVES OF OUR EXECUTIVE
COMPENSATION PROGRAM
The Compensation Committee is responsible for setting and monitoring the
effectiveness of the compensation provided to the Company's named executive
officers. In its decision-making, the Compensation Committee is guided by a
compensation philosophy designed to reward named executive officers for the
achievement of business goals and the maximization of shareholder returns.
Specific levels of pay and incentive opportunity are determined by the
competitive market for executive talent and, where appropriate, the need to
invest in the future growth of the business. The compensation program, which
provides incentives for named executive officers to achieve the short-term and
long-term goals of the Company, comprises four key components: base salary,
annual bonus awards, stock option awards, and benefits.
BASE SALARY - Actual salaries are based on individual performance contributions
within a tiered salary range for each position that is established through job
evaluation and competitive comparisons.
ANNUAL BONUS AWARDS - The Company does not have a formal bonus program for its
named executive officers. Bonus awards for named executives are determined by
the Compensation Committee on a case by case basis and based on Company
performance.
STOCK OPTION AWARDS - The Compensation Committee strongly believes that by
providing named executive officers an opportunity to own shares of the Company's
Common Stock, the best interests of shareholders and executives will be closely
aligned. The number of outstanding stock options held by our named executive
officers as of October 31, 2011 is disclosed in the "Equity Awards Outstanding
at Fiscal Year-End 2011" table.
BENEFITS - Executive officers are eligible to participate in benefit programs
designed for all full-time employees of the Company. These programs include a
401(k) plan, medical, dental, vision, group life, disability, and accidental
death and dismemberment insurance. The Chief Executive Officer and Executive
Vice President of Operations are provided with a vehicle for business and
personal use.
ANALYSIS OF FISCAL YEAR 2011 COMPENSATION DECISIONS
The Compensation Committee determines eligibility for annual salary increases
and bonus awards for the Company's named executives, which are not determined
pursuant to a specific formula but are based upon its evaluation of overall
performance, compensation levels provided to other Company executives, and years
of service with the Company. For fiscal year 2011, the Compensation Committee
determined that the compensation of Mr. Barry, the Company's Chief Executive
Officer, was appropriate based upon an analysis of compensation for similar
positions in other companies. During fiscal year 2011 Mr. Barry presented an
offer to the Compensation Committee, which was subsequently accepted, to reduce
his compensation from $275,000 per annum to $225,000 per annum, attributable to
the Company's cost reduction program.
11
The following tables set forth the compensation of the Chief Executive Officer
and the Company's two other most highly compensated executive officers for
fiscal years 2011 and 2010, whose total compensation exceeded $100,000 during
such year.
CHANGE IN
PENSION VALUE
STOCK NON-EQUITY AND NONQUALIFIED
OPTION INCENTIVE PLAN DEFERRED ALL OTHER
NAME AND FISCAL STOCK AWARDS COMPENSATION COMPENSATION COMPENSATION
PRINCIPAL POSITION YEAR SALARY BONUS AWARDS (1) (2) EARNINGS (3) TOTAL
------------------------------------------------------------------------------------------------------------------------------
James T. Barry 2011 $265,000(4) -- -- -- -- -- $ 9,000 $274,000
President and Chief 2010 $275,000 -- -- -- 50,000 -- $12,000 $337,000
Executive Officer
$215,000
Dr. James A. Cole 2011 $215,000 -- -- -- -- -- -- $215,000
Senior Vice President of 2010 $215,000 -- -- -- -- -- --
Research and Development
Tina W. Jonas 2011 $260,000 -- -- -- -- -- $ 15,000 $275,000
Executive Vice President of 2010 $ 87,000(5) -- -- $236,000 -- -- $ 2,000 $325,000
Operations
|
(1) Represents compensation expense recognized for financial statement
reporting purposes for the fair value of stock options in accordance with
FASB ASC Topic 718, rather than an amount paid to, or realized by, the
named executive officer. In fiscal year 2010, Ms. Jonas was awarded stock
options to purchase 100,000 shares of the Company's Common Stock, with a
grant date fair value of $236,000, upon joining the Company. The amount of
this stock option award was granted to Ms. Jonas based upon an overall
compensation package designed to attract a senior executive to join the
Company. See "Stock-Based Compensation" in Note 1 to the 2011 and 2010
consolidated financial statements in the Company's Form 10-K for the fiscal
years ended October 31, 2011 and 2010, for assumptions made in calculating
this amount.
(2) Represents cash awards.
(3) Represents the Chief Executive Officer's and Executive Vice President of
Operations' personal use portion of Company vehicles.
(4) During fiscal year 2011 Mr. Barry presented an offer to the Compensation
Committee, which was subsequently accepted, to reduce his compensation from
$275,000 per annum to $225,000 per annum, attributable to the Company's
cost reduction program. Mr. Barry's original compensation was reinstated
February 1, 2012.
(5) Ms. Jonas joined the Company in fiscal year 2010.
FISCAL YEAR 2011 GRANTS OF PLAN-BASED AWARDS
None of the Company's named executive officers were awarded performance-based
bonuses, stock options, or equity-based awards during fiscal year 2011.
12
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
NUMBER OF NUMBER OF
SECURITIES SECURITIES EQUITY INCENTIVE
UNDERLYING UNDERLYING PLAN AWARDS: NUMBER OF
UNEXERCISED UNEXERCISED SECURITIES UNDERLYING STOCK OPTION STOCK OPTION
STOCK OPTIONS - STOCK OPTIONS UNEXERCISED UNEARNED EXERCISE EXPIRATION
NAME EXERCISABLE -UNEXERCISABLE STOCK OPTIONS (#) PRICE ($) DATE
----------------------------------------------------------------------------------------------------------------
100,000 -- -- $0.25 4/13/2013
James T. Barry 30,000 -- -- $0.30 3/7/2014
President and 67,000 -- -- $0.51 4/6/2014
Chief Executive Officer 20,000 -- -- $0.24 11/15/2014
------- ------- ------
217,000 -- --
5,000 -- -- $0.40 10/21/2012
Dr. James A. Cole 20,000 -- -- $0.36 7/23/2013
Senior Vice President of 50,000 -- -- $0.28 6/6/2015
Research and Development 20,000 -- -- $0.52 12/28/2015
------- ------- ------
95,000 -- --
Tina W. Jonas 20,000 80,000 -- $2.75 6/30/2020
Executive Vice President
of Operations
|
All stock options held by named executive officers were exercisable at the end
of fiscal year 2011, which stock options became exercisable ratably over a
three-year period following the applicable grant dates, except for the stock
options held by Ms. Jonas, which are exercisable ratably over a five-year period
following the applicable grant date, 20,000 of which were exercisable at the end
of fiscal year 2011. Stock options expire after the tenth anniversary of the
grant date. No unvested stock awards or other equity incentive plan awards
(other than stock options) for named executive officers were outstanding at the
end of fiscal year 2011.
STOCK OPTION EXERCISES
STOCK OPTION AWARDS
NUMBER OF SHARES VALUE REALIZED
NAME ACQUIRED ON EXERCISE ON EXERCISE
--------------------------------------------------------------------------------
Ron A. Dunsky 40,000 $107,000
Matthew H. Marcella 30,000 $120,000
|
PENSION BENEFITS AND NONQUALIFIED DEFERRED COMPENSATION
The Company does not maintain any defined benefit pension plans or nonqualified
deferred compensation plans for its named executive officers.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
All named executive officers of the Company are employed on an at-will basis.
There are no contracts, agreements, plans, or arrangements that provide for
payments to a named executive officer at, following, or in connection with any
termination or change in the named executive officer's responsibilities. Under
the Company's 1999 Stock Incentive Plan all stock option and other equity-based
awards to named executive officers are vested. No named executive officers have
been granted any stock option or other equity-based awards during fiscal year
2011 under the Company's 2009 Stock Incentive Plan, which was included as
Exhibit A to the Company's definitive proxy statement for the 2008 fiscal year,
filed on April 8, 2009.
13
DIRECTOR COMPENSATION
Directors who are not employees of the Company are paid $500 for each Board of
Directors and committee meetings attended in person, except for Mr. Gilbert, who
receives an annual retainer as Chairman of the Board in lieu of receiving
meeting fees. Mr. Barry and Mr. Keller, who are employees of the Company,
receive no additional compensation for their services as Directors of the
Company. Directors are reimbursed for expenses they incur to attend meetings of
the Board and its committees. Directors receive no additional compensation for
committee meetings held on the day of Board of Directors meeting.
Mr. Gilbert receives an annual retainer as Chairman of the Board in lieu of the
meeting fees received by the other non-employee Directors due to his
contributions to the Company, including assistance with respect to the Company's
growth opportunities and customer relationships, as well as his services as
Chairman. During fiscal year 2011, Mr. Gilbert offered to reduce his annual
retainer from $240,000 per annum to $160,000 per annum, attributable to the
Company's cost reduction program. Mr. Gilbert's compensation of $225,000 for
fiscal year 2011 was calculated by adding $240,000 per annum for approximately
three quarters of the fiscal year and $160,000 per annum for the balance of the
fiscal year. Mr. Gilbert's original annual retainer was reinstated February 1,
2012.
Mr. Morgan was awarded stock options to purchase 30,000 shares of the Company's
Common Stock upon joining the Board of Directors on September 12, 2005. On that
same day, Mr. Graziani and Mr. Whitman were each awarded stock options to
purchase 25,000 shares of the Company's Common Stock to compensate for their
service on the Executive Committee. On April 13, 2006, to compensate Mr.
Whitman, Mr. Morgan, and Mr. Graziani for services as Chairman of the Executive
Committee, Chairman of the Compensation Committee, and Chairman of the Audit
Committee, respectively, each were awarded stock options to purchase an
additional 25,000 shares of the Company's Common Stock. All of the
aforementioned stock options vested ratably over a three-year period and were
exercised during fiscal year 2010.
Mr. Ekert was awarded stock options to purchase 30,000 shares of the Company's
Common Stock, which vest ratably over a five-year period, upon joining the Board
of Directors on September 14, 2009. The 30,000 stock option award was granted to
Mr. Ekert pursuant to the Company's practice of granting stock options to a new
Director upon joining the Board of Directors.
Mr. Bloom was awarded stock options to purchase 30,000 shares of the Company's
Common Stock, which vest ratably over a five-year period, upon joining the Board
of Directors on December 10, 2009. In addition, on October 31, 2010, Mr. Bloom
was awarded stock options to purchase 100,000 shares of Common Stock, with an
above market exercise price and which vest ratably over a five-year period, for
his role as Chairman of the Technology Advisory Committee. The 30,000 stock
option award was granted to Mr. Bloom pursuant to the Company's practice of
granting stock options to a new Director upon joining the Board of Directors.
Mr. Haver was awarded stock options to purchase 30,000 shares of the Company's
Common Stock, which vest ratably over a five-year period, upon joining the Board
of Directors on October 8, 2010. The 30,000 stock option award was granted to
Mr. Haver pursuant to the Company's practice of granting stock options to a new
Director upon joining the Board of Directors.
FISCAL YEAR 2011 DIRECTORS' COMPENSATION
STOCK OPTION
NAME FEES EARNED STOCK AWARDS AWARDS TOTAL
------------------------------------------------------------------------------
G.S. Beckwith Gilbert $225,000 -- -- $225,000
Richard R. Schilling, Jr. $ 500 -- -- $ 500
Bruce N. Whitman $ 500 -- -- $ 500
Paul L. Graziani $ 500 -- -- $ 500
James J. Morgan $ 500 -- -- $ 500
Kurt J. Ekert $ 500 -- -- $ 500
Peter L. Bloom $ 500 -- -- $ 500
Richard L. Haver $ 500 -- -- $ 500
|
14
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's Directors, executive
officers, and 10% stockholders to file reports of ownership and reports of
change in ownership of the Company's Common Stock and other equity securities
with the Securities and Exchange Commission. Directors, executive officers, and
10% stockholders are required to furnish the Company with copies of all Section
16(a) forms they file. Based on a review of the copies of such reports
furnished, the Company believes that during the fiscal year ended October 31,
2011, the Company's Directors, executive officers, and 10% stockholders filed on
a timely basis all reports required by Section 16(a) of the Exchange Act.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the number of shares of the Company's Common
Stock, $0.01 par value, beneficially owned by each Director of the Company, each
nominee for Director of the Company, each executive officer of the Company, and
all Directors, nominees, and executive officers of the Company, as a group, as
of January 27, 2012. Unless otherwise indicated below, each person indicated in
the table has sole voting and investment power with respect to all shares
included therein.
AMOUNT AND NATURE OF PERCENT OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS (1)
G.S. Beckwith Gilbert 4,092,563(2) 57.04
John R. Keller 194,500(3) 2.69
Richard R. Schilling, Jr. 33,000(4) .46
Dr. James A. Cole 179,400(5) 2.47
Bruce N. Whitman 357,048 4.98
Paul L. Graziani 110,000 1.53
James J. Morgan 204,048 2.84
Kurt J. Ekert 12,000(6) .17
Peter L. Bloom 151,048(7) 2.10
Richard L. Haver 6,000(8) .08
James T. Barry 369,500(9) 5.00
Jeffrey P. Devaney 80,000(10) 1.10
Matthew H. Marcella 130,000(11) 1.79
Ron A. Dunsky 165,000(12) 2.26
Tina W. Jonas 20,000(13) .28
Thomas White 36,000(14) .50
-------------------------------------
Officers and Directors
as a Group (16 persons) 6,140,107 85.29
======================================
|
(1) For the purposes of this table, "percent of class" held by each person has
been calculated based on a total class equal to the sum of (i) 7,175,140
shares of Common Stock issued and outstanding on January 27, 2012, plus
(ii) for such person the number of shares of Common Stock subject to stock
options or warrants presently exercisable, or exercisable within 60 days
after January 27, 2012, held by that person.
(2) Mr. Gilbert has shared voting and investment power with respect to 70,000
shares included in the above table.
(3) Includes 65,000 stock options that are exercisable out of an aggregate
65,000 granted Mr. Keller.
(4) Includes 15,000 stock options that are exercisable out of an aggregate
15,000 granted Mr. Schilling.
(5) Includes 95,000 stock options that are exercisable out of an aggregate
95,000 granted Dr. Cole.
(6) Includes 12,000 stock options that are exercisable out of an aggregate
30,000 granted Mr. Ekert.
(7) Includes 32,000 stock options that are exercisable out of an aggregate
130,000 granted Mr. Bloom.
15
(8) Includes 6,000 stock options that are exercisable out of an aggregate
30,000 granted Mr. Haver.
(9) Includes 217,000 stock options that are exercisable out of an aggregate
217,000 granted Mr. Barry.
(10) Includes 80,000 stock options that are exercisable out of an aggregate
80,000 granted Mr. Devaney.
(11) Includes 70,000 stock options that are exercisable out of an aggregate
70,000 granted Mr. Marcella.
(12) Includes 125,000 stock options that are exercisable out of an aggregate
125,000 granted Mr. Dunsky.
(13) Includes 20,000 stock options that are exercisable out of an aggregate
100,000 granted Ms. Jonas.
(14) Includes 36,000 stock options that are exercisable out of an aggregate
60,000 granted Mr. White.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information with respect to the only persons who,
to the best knowledge of the Company as derived from such person's filings with
the Securities and Exchange Commission, beneficially owned more than 5% of the
Common Stock of the Company as of January 27, 2012. Unless otherwise indicated
below, each person included in the table has sole voting and investment power
with respect to all shares included therein.
NAME AND ADDRESS OF AMOUNT AND NATURE PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OF OWNERSHIP CLASS (1)
--------------------------------------------------------------------------------
Common Stock G.S. Beckwith Gilbert 4,092,563(2) 57.04
One Landmark Square,
Suite 1900, Stamford, CT 06901
Common Stock James T. Barry 369,500(3) 5.00
One Landmark Square,
Suite 1900, Stamford, CT 06901
|
(1) For the purposes of this table, "Percent of Class" held by each person has
been calculated based on a total class equal to the sum of (i) 7,175,140 shares
of Common Stock issued and outstanding on January 27, 2012, plus (ii) for such
person the number of shares of Common Stock subject to stock options or warrants
presently exercisable, or exercisable within 60 days after January 27, 2012,
held by that person.
(2) Mr. Gilbert has shared voting and investment power with respect to 70,000
shares included in the above table.
(3) Includes 217,000 shares of Common Stock subject to stock options presently
exercisable which are held by Mr. Barry.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Effective November 1, 2008, the Company entered into an agreement, renewing and
extending the term of the $13,815,000 notes payable due to G.S. Beckwith
Gilbert, the Company's significant shareholder and Chairman, from one year to
three years with a maturity of November 1, 2011. Under the agreement, beginning
February 1, 2009 and effective through October 31, 2011, the interest rate was
increased from 4.5% to 9%, payable as follows: interest at the annual rate of
6%, was payable in cash, and the remaining interest, at the annual rate of 3%,
was payable at the option of the Company in cash or "paid in kind" and added to
the principal of the notes payable. Annual interest payments were due at October
31 of each fiscal year. During October 2009, the Company entered into an
agreement to extend the due date of the interest payment owed to Mr. Gilbert on
October 31, 2009 to December 31, 2009. This interest payment was paid in full by
the Company prior to the extended due date. During fiscal year 2009, Mr. Gilbert
loaned the Company an additional $100,000, bringing the principal amount of the
notes payable due to Mr. Gilbert to $13,915,000 on October 31, 2009.
16
In fiscal year 2010, Mr. Gilbert loaned the Company an additional $1,150,000,
which was used in part to fund the prior fiscal year's interest payment, thereby
increasing the principal balance of the notes payable to $15,065,000. During
fiscal year 2010, the Company paid fiscal year 2010 interest to Mr. Gilbert of
$914,000, representing the entire cash portion of the fiscal year 2010 interest
due, thereby meeting the cash payment requirements of the loan agreement. Total
cash payments for interest made to Mr. Gilbert in fiscal year 2010 were
$2,037,000, including the remaining fiscal year 2009 interest payment. The
balance of the fiscal year 2010 interest payable of $446,000 was accrued. In
October 2010, the Company made a $250,000 principal payment, reducing the loan
principal to $14,815,000, resulting in a total of $15,261,000 due to Mr. Gilbert
on October 31, 2010.
On May 9, 2011, as a result of the debt conversion agreement entered into
between the Company and Mr. Gilbert, the Company's outstanding notes payable to
Mr. Gilbert were reduced by $10,000,000, and a new note payable was issued to
Mr. Gilbert in the amount of $4,815,000. The new note payable bears a maturity
date of November 1, 2014 and an annual interest rate of 9%, payable as follows:
interest at the annual rate of 6% will be payable in cash, and the remaining
interest of 3% per annum will be payable at the option of the Company in cash or
"paid in kind" and added to the principal of the note payable. Interest payments
are to be made annually on October 31 of each year. On September 6, 2011, the
Company entered into an amendment to the note payable agreement, reducing the
annual interest rate from 9% to an annual rate of 6%, payable in cash, and the
Company's option to pay the remaining interest of 3% per annum in cash or "paid
in kind" was discontinued.
During fiscal year 2011, the Company paid fiscal year 2011 interest to Mr.
Gilbert of $912,000, representing the entire fiscal year 2011 interest due,
thereby meeting the payment requirements of the loan agreement. Total payments
for interest made to Mr. Gilbert in fiscal year 2011 were $1,358,000, including
the remaining fiscal year 2010 interest payment.
The Company has received a commitment from Mr. Gilbert, dated January 4, 2012,
that if the Company, at any time, is unable to meet its obligations through
January 4, 2013, Mr. Gilbert will provide the necessary continuing financial
support to the Company in order for the Company to meet such obligations. Such
commitment for financial support may be in the form of additional advances or
loans to the Company, in addition to the deferral of principal and/or interest
payments due on the existing loans, if deemed necessary. The note payable is
secured by the Company's assets.
The Company believes that its liquidity is adequate to meet operating and
investment requirements through October 31, 2012. During such period the Company
does not anticipate borrowing additional funds from Mr. Gilbert, although it has
received a commitment from Mr. Gilbert to do so if the Company requires
additional funds.
The Company considers any transaction that would require disclosure under Item
404(a) of Regulation S-K to be a related-party transaction. To date, the Company
has not adopted a formal written policy with respect to related-party
transactions. However, an informal, unwritten policy has been in place whereby
all such related-party transactions are reported to, and approved by, the full
Board of Directors (other than any interested Director).
17
II. RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM'S APPOINTMENT
The Audit Committee has appointed BDO USA, LLP, to audit the Company's
consolidated financial statements for the fiscal year ending October 31, 2012,
subject to the ratification of such appointment by the shareholders at the
Annual Meeting. Such firm has no financial interest, either direct or indirect,
in the Company. The Board of Directors anticipate that representatives from BDO
USA, LLP, will attend the Annual Meeting and will have an opportunity to make a
statement, if they so desire, and will be available to respond to appropriate
questions.
The affirmative vote of a majority of the shares of Common Stock represented at
the meeting and entitled to vote is required to ratify the appointment of BDO
USA, LLP, as the Company's independent registered public-accounting firm. The
Audit Committee is directly responsible for the appointment and retention of the
Company's independent registered public-accounting firm. Although ratification
by shareholders is not required by the Company's organizational documents or
other applicable law, the Audit Committee has determined that requesting the
shareholders to ratify the selection of BDO USA, LLP, as the Company's
independent registered public-accounting firm is a matter of good corporate
practice. If shareholders do not ratify the selection, the Audit Committee will
reconsider whether or not to retain BDO USA, LLP, but may still retain them.
Even if the selection is ratified, the Audit Committee, in its discretion, may
change the appointment at any time during the year if it determines that such a
change would be in the best interest of the Company and its shareholders.
AUDIT AND AUDIT RELATED FEES
The aggregate fees billed to the Company for the fiscal years ended October 31,
2011, and 2010, respectively, by the Company's independent registered
public-accountants, BDO USA, LLP, are as follows:
2011 2010
---------------- -----------------
Audit fees $148,500 $142,000
Audit related fees -- --
Tax fees 23,750 21,500
---------------- -----------------
Total $172,250 $163,500
================ =================
|
AUDIT FEES:
Fees billed to the Company by BDO USA, LLP, relate to the services rendered for
(i) the audit of the Company's annual financial statements set forth in the
Company's Annual Report on Form 10-K, and (ii) the review of the Company's
quarterly financial statements set forth in the Company's Quarterly Report on
Form 10-Q for fiscal years ended October 31, 2011, and 2010, respectively.
AUDIT RELATED FEES:
There were no audit related fees billed to the Company by BDO USA, LLP, during
fiscal years 2011 and 2010.
TAX FEES:
Tax fees billed to the Company for fiscal years 2011 and 2010 are comprised of
fees for preparing federal and state tax returns and related tax compliance
matters. The Audit Committee has considered whether the provision of non-audit
fees for services is compatible with maintaining the principal accountant's
independence.
ALL OTHER FEES:
There were no other fees paid for professional services to the principal
accountants for fiscal years 2011 and 2010.
18
AUDIT COMMITTEE'S PRE-APPROVAL POLICIES AND PROCEDURES
Consistent with SEC policies regarding auditor independence, the Audit Committee
(the "Audit Committee") has responsibility for appointing, setting the
compensation for, and overseeing the work of the independent registered public
accounting firm. In recognition of this responsibility, the Audit Committee has
established a policy to review and pre-approve all audit and permissible
non-audit services provided by the independent registered public accounting
firm. These services may include audit services, audit-related services, tax
services, and other services.
Prior to engagement of the independent registered public accounting firm, the
Audit Committee will pre-approve all auditing services and all permitted
non-audit services (including the fees and terms thereof), except those not
requiring pre-approval based upon the de minimus exception set forth in Section
202(i)(1)(b) of the Sarbanes-Oxley Act of 2002, to be performed by the
registered public accounting firm, to the extent required by law, according to
established procedures. The Audit Committee may delegate to one or more Audit
Committee members the authority to grant pre-approvals for audit and permitted
non-audit services to be performed by the registered public accounting firm,
provided that the decisions of such members to grant pre-approvals will be
presented to the full Audit Committee at its next regularly scheduled meeting.
All of the services provided by BDO USA, LLP, as described above were approved
by the Company's Audit Committee.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE RATIFICATION
OF BDO USA, LLP, AS REGISTERED PUBLIC ACCOUNTING FIRM.
19
OTHER BUSINESS
The Board of Directors knows of no other matters to be brought before the Annual
Meeting. However, if any other matters are properly brought before the Annual
Meeting, the persons appointed in the accompanying proxy intend to vote the
shares represented thereby in accordance with their best judgment.
PROPOSALS OF SHAREHOLDERS
Pursuant to SEC Rule 14a-8, shareholder proposals intended for inclusion in our
fiscal year 2012 proxy statement and acted upon at our 2013 Annual Meeting of
Shareholders (the "2013 Annual Meeting"), must be received by us at our
executive offices at One Landmark Square, Suite 1900, Stamford, Connecticut
06901, Attention: Corporate Secretary, on or prior to November 5, 2012.
Rule 14a-4 of the Securities Exchange Act of 1934, as amended, governs our use
of discretionary proxy voting authority with respect to a stockholder proposal
that is not addressed in the proxy statement. With respect to our Annual Meeting
of stockholders to be held in 2013, if we are not provided notice of a
stockholder proposal prior to January 21, 2013, we will be permitted to use our
discretionary voting authority when the proposal is raised at the meeting,
without any discussion of the matter in the proxy statement.
ANNUAL REPORT TO SHAREHOLDERS AND FORM 10-K
The fiscal year 2011 Annual Report on Form 10-K (which is not a part of our
proxy soliciting materials), including the financial statements for the fiscal
year ended October 31, 2011, is being mailed with this proxy statement to those
shareholders that received a copy of the proxy materials in the mail. The Notice
of Annual Meeting of Shareholders, this proxy statement, and our fiscal year
2011 Annual Report on Form 10-K and the exhibits filed with it, are also
available at our website at http://www.passur.com/who-we-are-investors-
sec-filings.htm. Upon request by any shareholder to our Corporate Secretary at
the address listed above, we will furnish a copy of our fiscal year 2011 Annual
Report on Form 10-K without charge, and copies of any or all exhibits to the
fiscal year 2011 Annual Report on Form 10-K for a charge of $50.
DELIVERY OF PROXY MATERIALS TO HOUSEHOLDS
The SEC has adopted rules that permit companies and intermediaries, such as
brokers, to satisfy the delivery requirements for proxy statements and annual
reports with respect to two or more stockholders sharing the same address by
delivering a single proxy statement addressed to those stockholders. This
process, which is commonly referred to as "householding," potentially provides
extra convenience for stockholders and cost savings for companies.
We and some brokers may be householding our proxy materials by delivering a
single proxy statement and annual report to multiple stockholders sharing an
address unless contrary instructions have been received from the affected
stockholders. Once you have received notice from your broker or us that they or
we will be householding materials to your address, householding will continue
until you are notified otherwise or until you revoke your consent. If at any
time you no longer wish to participate in householding and would prefer to
receive a separate proxy statement and annual report, or if you are receiving
multiple copies of the proxy statement and annual report and wish to receive
only one, please notify your broker if your shares are held in a brokerage
account or us if you are a stockholder of record. You can notify us by sending a
written request by mail to Corporate Secretary, Jeffrey P. Devaney, PASSUR
Aerospace, Inc., One Landmark Square, Suite 1900, Stamford, Connecticut, 06901,
or by calling (203) 622-4086. In addition, we will promptly deliver, upon
written or oral request to the address or telephone number above, a separate
copy of the annual report and proxy statement to a stockholder at a shared
address to which a single copy of the documents was delivered.
20
By order of the Board of Directors,
PROXY
PASSUR AEROSPACE, INC.
ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
PASSUR AEROSPACE, INC.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 10, 2012. The Notice of Annual
Meeting, Proxy Statement and Annual Report on Form 10-K for the fiscal year
ended October 31, 2011 are available on our website at
http://www.passur.com/who-we-are-investors-sec-filings.htm.
The undersigned stockholder hereby appoints G.S. Beckwith Gilbert and James T.
Barry or either of them, each with power of substitution, as proxy or proxies
for the undersigned, to attend the Annual Meeting of the Stockholders of PASSUR
Aerospace, Inc. (the "Company"), to be held at 11:00 a.m., local time, on April
10, 2012, at One Landmark Square, Suite 1900, Stamford, Connecticut, or at any
adjournment or postponement thereof, and to vote, as designated on this proxy,
all shares of Common Stock of the Company owned of record by the undersigned at
the close of business on February 24, 2012, hereby revoking any proxy or proxies
heretofore given and ratifying and confirming all that said proxies may do or
cause to be done by virtue hereof. This proxy, when properly executed, will be
voted in the manner directed herein. If no such direction is made, this proxy
will be voted in accordance with the Board of Directors' recommendations.
The Board of Directors recommends you vote FOR the following proposals:
(1) ELECTION OF DIRECTORS
FOR all nominees listed below WITHHOLD AUTHORITY to vote for all
(except as marked to the contrary) nominees listed below
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
G.S. Beckwith Gilbert
James T. Barry
John R. Keller
Paul L. Graziani
Richard R. Schilling, Jr.
Bruce N. Whitman
James J. Morgan
Kurt J. Ekert
Peter L. Bloom
Richard L. Haver
(2) TO RATIFY THE APPOINTMENT OF BDO USA, LLP AS INDEPENDENT AUDITORS
FOR AGAINST ABSTAIN
(Continued and to be Signed and Dated on the Reverse Side)
21
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE ON OTHER MATTERS WHICH
PROPERLY COME BEFORE THE MEETING OR ANY POSTPONEMENT(S) OR ADJOURNMENT(S)
THEREOF.
UNLESS OTHERWISE INDICATED ABOVE OR UNLESS THIS PROXY IS REVOKED, THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE NOMINEES AND FOR THE
RATIFICATION OF BDO USA, LLP AS INDEPENDENT AUDITORS.
Date: _____________________________________
X _________________________________________
X _________________________________________
(IMPORTANT: Please sign exactly as your name or names appear on the label
affixed hereto, and when signing as an attorney, executor, administrator,
trustee or guardian, give your full title as such. If the signatory is a
corporation, sign the full corporate name by duly authorized officer, or if a
partnership, sign in partnership name by authorized person.)
22
PASSUR Aerospace (CE) (USOTC:PSSR)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
PASSUR Aerospace (CE) (USOTC:PSSR)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024