PROPOSAL NUMBER 1
Election of Directors
Two (2) directors are to be elected by the stockholders,
to the Company's classified Board of Directors, to hold
office for a three-year period and until their successor
is duly elected and qualified or until their earlier death,
resignation or removal.
The Company's nominees for election as directors is listed
below. The affirmative vote of a plurality of the votes of
the cast by stockholders present in person or represented
by proxy at the meeting and entitled to vote is required for
the election of the directors. While the Board of Directors
has no reason to believe that any of those named will not be
available as a candidate, should such a situation arise, the
proxy will be voted for the election of substitute nominee
selected by the Board.
Nominee For Director
Term Position & Offices Director
Name Age Expires Presently Held Since
--------------------------------------------------------------
Arthur Cohen 73 2002 Director 1990
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Jeffrey P. Koffman 36 2002 Director 1999
The following table is a listing of current Directors of the
Company:
CURRENT DIRECTORS
Term Position Director
Name Age Expires Presently Held Since
----------------------------------------------------------------
David Koffman 43 2004 Chairman, President, 1983
Chief Executive Officer
and Director
Frank Rabinovitz 59 2004 Executive Vice President, 1989
Chief Operating Officer,
Director and President of
AVES
Robert C. Nolt 54 2005 Chief Financial Officer 1998
and Director
Arthur G. Cohen 73 2002 Director 1990
Jeffrey P. Koffman 36 2002 Director 1999
Richard Ryder 56 2004 Director 2001
Paul Garfinkle 61 2004 Director 2001
|
David L. Koffman was elected President and Chief Executive
Officer of the Company in December 1988. Prior to that
time, he served as Director and Vice President of the
Company for over seven years.
Frank Rabinovitz was elected Executive Vice President,
Chief Operating Officer and Director of the Company in
1989. In addition, he is the President of the Company's
audiovisual subsidiary and has served in this capacity
for more than fourteen years, as well as in various other
executive and management capacities since 1980.
Robert C. Nolt is Chief Financial Officer and Director of
the Company. In addition, Mr. Nolt is Chief Financial
Officer of Binghamton Industries, Inc., a company controlled
by the principal shareholders of the Company. Prior to
joining the Company, Mr. Nolt was Vice President of Finance
of RRT-Recycle America, Inc. Mr. Nolt is a Certified Public
Accountant with over 28 years of experience in the Accounting
field and has served in a number of executive positions.
Before joining RRT in 1993, Mr. Nolt was Chief Financial
Officer for the Vestal, NY based Ozalid Corporation.
Arthur G. Cohen has been a real estate developer and investor
for more than ten years. Mr. Cohen is a Director of Baldwin
and Arlen, Inc. Burton I. Koffman and Richard E. Koffman are
parties to an agreement with Arthur G. Cohen pursuant to which
they have agreed to vote their shares in favor of the election
of Mr. Cohen to the Board of Directors of the Company.
Jeffrey P. Koffman was elected Director of the Company in 1999.
Mr. Koffman has served as a Director of Apparel America, Inc.
since June 1995 and Executive Vice-President of Apparel
America, Inc. from June 1994 to February 1996. Mr. Koffman
was appointed President of Apparel America, Inc. in February
1996. Apparel America, Inc. filed for protection from its
creditors under Chapter 11 in 1998. Mr. Koffman served as a
financial analyst with Security Pacific from 1987 to 1989.
In 1989, Mr. Koffman became Vice-President of Pilgrim Industries
and in 1990, he became the President of that Company. From 1994
to present, Mr. Koffman has served in an executive capacity with
Tech Aerofoam Products.
Richard Ryder was elected Director of the Company in 2001.
Dr. Ryder has been a practicing physician in the Binghamton,
NY area for the past 23 years. He is board certified in
cardiology and internal medicine. Dr. Ryder is a graduate
of Wake Forest University Medical School and pursued his
cardiology training at Georgetown University.
Paul Garfinkle was elected Director of the Company in 2001.
Mr. Garfinkle is currently a business consultant, having
retired from BDO Seidman, LLP, where he had been employed
for 36 years and was an audit partner for 26 years.
Information Concerning Operations Of The Board of Directors
The Executive Committee of the Board of Directors consists
of Mr. David L. Koffman (Chair) and Mr. Frank Rabinovitz.
The function of the Executive Committee is to exercise the
powers of the Board of Directors to the extent permitted by
Delaware law. As a rule, the Executive Committee meets to
take action with respect to matters requiring Board of
Directors approval and which cannot await a regular meeting
of the Board or the calling of a special meeting. Under
Delaware law and the Company's By-laws, both the Board and
Executive Committee can act by unanimous written consent to
all members.
The Stock Option Committee of the Board of Directors
administers the Company's 2001 Stock Option Plan, giving it
authority to exercise powers of the Board with respect to the
Plan. The Stock Option Committee consists of Mr. Robert Nolt
(Chair), Mr. Jeffrey Koffman, Mr. Paul Garfinkle and
Dr. Richard Ryder.
The Audit Committee of the Board of Directors consists of
Mr. Paul Garfinkle (Chair), Dr. Richard Ryder and
Mr. Arthur Cohen. The Audit Committee was created in 2001
to administer and coordinate the activities and results of
the annual audit of the Company by independent accountants
and to comply with NASDAQ listing requirements.
The Compensation Committee of the Board of Directors was
created in 1993 to administer and review compensation
structure, policy and levels of the Company. The
Compensation Committee is composed of Mr. Jeffrey Koffman
(Chair), Dr. Richard Ryder and Mr. Paul Garfinkle.
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