NOMINATION AND ELECTION OF DIRECTORS
(Proposal No.
1)
Axsys By-Laws provide for a
Board of Directors of not less than two or more than twelve directors, as determined from time to time by resolution of the Board. The current members
of the Board, whose terms expire at the Annual Meeting, are Stephen W. Bershad, Anthony J. Fiorelli, Jr., Eliot M. Fried, Richard F. Hamm, Jr. and
Robert G. Stevens, all of whom are nominees.
As previously noted, proxies will
be voted, unless authority is withheld, FOR the election as directors of the five nominees to serve until the next annual meeting of stockholders and
until their respective successors shall have been duly elected and qualified. If any nominee should become unavailable for election, proxies will be
voted, unless authority is withheld, for an alternate or alternates, if any, designated by the Board. The Board has no reason to believe that any
nominee will become unavailable for election.
The following table lists the
name of each nominee for director, his age at March 12, 2009 and the period during which he has served as a director.
Name
|
|
|
|
Age
|
|
Director
Since
|
Stephen W.
Bershad
|
|
|
|
|
67
|
|
|
|
1986
|
|
Anthony J.
Fiorelli, Jr
|
|
|
|
|
78
|
|
|
|
1986
|
|
Eliot M.
Fried
|
|
|
|
|
76
|
|
|
|
1994
|
|
Richard F.
Hamm, Jr
|
|
|
|
|
49
|
|
|
|
2000
|
|
Robert G.
Stevens
|
|
|
|
|
55
|
|
|
|
2003
|
|
Mr. Bershad has been Chairman of
the Board and Chief Executive Officer of Axsys since 1986 and was President of Axsys from 1986 to August 1999 and from March 2002 to December 2007.
Prior thereto, he was a Managing Director of Lehman Brothers, Inc., an investment banking firm, and its predecessor firms, where he held a series of
senior management positions in merchant banking and mergers and acquisitions. Mr. Bershad is a director of EMCOR Group, Inc., a global leader in
mechanical and electrical construction, energy infrastructure, and end-to-end facilities services.
Mr. Fiorelli has been a private
investor since January 1997. From December 1985 until June 1997, he was President of Strategic Management Consulting Services, Inc., which was a
management-consulting firm. Prior to that time, Mr. Fiorelli was President and Chief Executive Officer of General Defense Corporation, a diversified
engineering and manufacturing company. Mr. Fiorelli served as the former Chairman and until his resignation in early 2009, also served as a Director of
the Board of the United States Merchant Marine Academy Alumni Foundation.
Mr. Fried was a Managing Director
Corporate Finance at Lehman Brothers, Inc. for more than five years prior to his retirement in February 2000. Mr. Fried is a director of Blount
International, Inc., a manufacturer of industrial equipment products.
Mr. Hamm has served as the Senior
Vice President, Corporate Development, General Counsel and Secretary of Dendreon Corporation, a biotechnology company, since December 2005 and as the
Senior Vice President, General Counsel and Secretary since November 2004. In addition, from January to December 2006, Mr. Hamm was designated the
principal financial officer of Dendreon. From April 2002 to November 2004, Mr. Hamm was the Vice President and Deputy General Counsel of Medtronic,
Inc., a medical technology company. Prior to Medtronic, Mr. Hamm was the Vice President Corporate Development and Planning at Carlson Companies,
Inc., a travel, hospitality and marketing company, for three years. For more than five years prior thereto, he was Senior Vice President Legal
and Business Development and Vice President and General Counsel at Tropicana Products, Inc., a leading producer of branded juice products. Mr. Hamm is
a director of EMCOR Group, Inc., a global leader in mechanical and electrical construction, energy infrastructure, and end-to-end facilities
services.
Mr. Stevens has been President of
Growth Insight, Inc., a strategic planning and corporate development consulting firm, since 2002. Prior to that time, Mr. Stevens had been the
Executive Vice President of Bluefly, Inc., a publicly-traded internet retailer of off-price fashion merchandise, for three years. From 1992 until
1999,
4
Mr. Stevens served as Vice
President and Partner of Mercer Management Consulting, Inc., the management-consulting arm of Marsh & McLennan, Inc.
The Board of Directors and Committees
The Board of Directors is
responsible for the management and direction of Axsys and for establishing broad corporate policies. There are no family relationships among any of the
directors and executive officers of Axsys. The Board of Directors met five times during 2008 and acted two times by unanimous written consent. All
directors attended all meetings of the Board and of its committees held during 2008. The Board of Directors has standing Audit, Compensation and
Nominating and Corporate Governance Committees. The Board has determined that Messrs. Fiorelli, Fried, Hamm and Stevens are independent as defined by
the rules of the Nasdaq Stock Market.
Consistent with the Audit
Committee structure and membership requirements of the Nasdaq Stock Market, the Audit Committee is comprised of Messrs. Fiorelli, Fried and Stevens. As
provided in its written charter approved by the Board, the Audit Committee is responsible for assisting the Board in fulfilling its oversight
responsibilities by reviewing the following: Axsys financial information that is provided to stockholders and others, the systems of internal
controls, which management and the Board have established, and the audit process. A copy of the Audit Committee charter can be found on Axsys
website at www.axsys.com. The Audit Committee met four times in 2008 and acted one time by unanimous written consent. The Board has determined that all
members of the Audit Committee are independent directors under the Nasdaq Stock Market rules and Rule 10A-3 under the Securities Exchange Act of 1934
and each of them is able to read and understand fundamental financial statements. In addition, Mr. Fiorelli has past employment as a chief executive
officer with financial oversight responsibilities. As a result, the Board has determined that he is a financial expert as set forth in the rules of the
Nasdaq Stock Market and has designated him as the Companys audit committee financial expert within the meaning of applicable SEC
regulations.
The Compensation Committee is
comprised of Messrs. Fiorelli, Fried and Hamm, all of whom are independent under the rules of the Nasdaq Stock Market. The Compensation Committee
oversees compensation policies of Axsys. The Compensation Committee operates under a charter that was approved by the Board of Directors. A copy of the
charter can be found on Axsys website at www.axsys.com.
The principal responsibilities of
the Compensation Committee are:
|
|
To review and approve corporate goals relevant to the
compensation of the Chief Executive Officer, or CEO, and evaluate the CEOs performance in light of these goals and objectives;
|
|
|
To approve base salaries, salary increases, stock-based awards,
bonus targets and other remuneration for the Executive Leadership Team, as well as any employment terms for the Executive Leadership Team not part of
the standard employment terms relating to the Companys employees generally. The Executive Leadership Team is defined as the Chief Financial
Officer, Chief Operating Officer and other direct reports of the CEO;
|
|
|
To review and approve corporate goals relevant to the
compensation of the Executive Leadership Team and evaluate the Executive Leadership Team in light of these goals and objectives;
|
|
|
To review and approve incentive compensation plans and
equity-based plans;
|
|
|
To administer the Companys equity-based incentive
compensation plans and other plans adopted by the Board that contemplates administration by the Committee. The Committee, or a subcommittee, approve,
all grants of stock options and other equity-based awards, subject to the terms and conditions of the applicable plans; and
|
|
|
To review and approve any proposed employment agreement with,
and any proposed severance or retention plans, agreements or payments applicable to, the CEO and the Executive Leadership Team.
|
The agenda for meetings of the
Compensation Committee is determined by its Chairman with the assistance of the Secretary of the Board. The Compensation Committee met two times in
2008 and acted two times by
5
unanimous written consent. At
each meeting, the Compensation Committee meets in executive session. The Chairman of the Compensation Committee reports the Committees
recommendations on compensation of executive officers to the full Board of Directors. The Companys Human Resources department supports the
Compensation Committee in its duties and may be delegated certain administrative duties in connection with the Companys compensation programs.
The Compensation Committee has the sole authority to retain and terminate compensation consultants to assist in the evaluation of executive officer
compensation and the sole authority to approve the fees and other retention terms of any compensation consultants. In 2007 and 2009, the Compensation
Committee engaged Buck Consultants, a global professional services firm, to conduct a review of the Companys total compensation programs for
executive officers. Buck Consultants also provided information to the Compensation Committee on trends in executive compensation and other market
data.
The Nominating and Corporate
Governance, or NCG, Committee is comprised of Messrs. Fried, Hamm and Stevens, all of whom are independent under the rules of the Nasdaq Stock Market.
The NCG Committee operates under a charter that was approved by the Board of Directors. A copy of the charter can be found on Axsys website at
www.axsys.com. The NCG Committee selects candidates for director of Axsys and recommends to the full Board the names of persons (a) to be presented to
the stockholders for election as directors and (b) to fill vacancies in the Board of Directors that may exist or be created by reason of death,
resignation, removal or otherwise, including by reason of an increase in the number of directors.
The NCG Committee has recommended
to the Board a set of Corporate Governance Guidelines applicable to the Company. The NCG Committee at least annually reviews and assesses the adequacy
of the Companys Corporate Governance Guidelines and recommends to the Board any changes that the NCG Committee considers appropriate. In
accordance with our NCG Committee charter, our NCG Committee is responsible for reviewing and approving the terms and conditions of all related-party
transactions. The NCG Committee does not have written policies or procedures with respect to the review, approval or ratification of related party
transactions. Instead, the NCG Committee reviews each proposed transaction on a case-by-case basis taking into account all relevant
factors.
The NCG Committee periodically
reviews director compensation and periodically conducts reviews of market survey data. The NCG Committee then recommends to the full Board of Directors
changes in director compensation that will assist in the Companys ability to attract and retain qualified directors. The NCG Committee met twice
in 2008.
Director Nominations
As provided in its charter, the
NCG Committee will consider recommendations of nominations submitted by stockholders. In addition, the NCG Committee has the sole authority to retain
and terminate search firms to be used to identify director candidates. When the NCG Committee reviews a potential new candidate, the Committee looks
specifically at the candidates qualifications in light of the needs of the Board and the Company at that time given the then current mix of
directors. The NCG Committee has not established specific, minimum qualifications that must be met by a nominee. Instead, the Committee assesses each
candidate individually. The assessment will include a review of the candidates judgment, experience, understanding of the Companys or other
related industries and such other factors as the NCG Committee concludes are pertinent in light of the current needs of the Board. The Board believes
that its membership should reflect a diversity of experience, gender, race, ethnicity and age. The NCG Committee applies the same criteria to evaluate
all candidates, including those recommended by stockholders.
The Company also strives to have
all directors, other than the CEO, be independent in accordance with the Nasdaq Stock Markets definition of independence. In addition, the NCG
Committee must also ensure that the members of the Board, as a group, maintain the requisite qualifications under the Nasdaq Stock Markets
listing standards for membership on the Audit, Compensation and NCG Committees.
Stockholders who wish to suggest
candidates to the NCG Committee for consideration as directors may submit names and biographical data in writing to the Secretary of Axsys at Axsys
Technologies, Inc., 175 Capital Boulevard, Suite 103, Rocky Hill, Connecticut 06067.
6
For a stockholder to nominate a
director at an Annual Meeting, notice of the nomination generally must be received by Axsys not less than 60 nor more than 90 days in advance of the
meeting. It is presently anticipated that next years annual meeting will be held on May 6, 2010 and, accordingly, notice of any stockholder
nomination for next years meeting submitted to Axsys on or between February 5, 2010 and March 7, 2010 will be considered received on a timely
basis. The notice must describe all information relating to the nominee that is required to be disclosed pursuant to Regulation 14A under the
Securities Exchange Act of 1934, including name, age, business and residence address, occupation, shares held and such persons written consent to
being named in the proxy statement as a nominee and to serving as a director if elected.
The Board of Directors unanimously recommends a vote FOR
the election
as directors of all of the nominees.
Executive Officers
The following table lists the
name of each current executive officer of Axsys, his age at March 12, 2009 and his current position with Axsys.
Name
|
|
|
|
Age
|
|
Position
|
Stephen W. Bershad
|
|
|
|
|
67
|
|
|
Chairman of the
Board and Chief Executive Officer
|
David
A. Almeida
|
|
|
|
|
48
|
|
|
Chief Financial
Officer, Executive Vice President and Treasurer
|
Scott
B. Conner
|
|
|
|
|
41
|
|
|
Chief Operating
Officer and President
|
Mr. Bershad
has been
Chairman of the Board and Chief Executive Officer of Axsys since 1986 and was President of Axsys from 1986 to August 1999 and from March 2002 to
December 2007. Prior thereto, he was a Managing Director of Lehman Brothers, Inc., an investment banking firm, and its predecessor firms, where he held
a series of senior management positions in merchant banking and mergers and acquisitions. Mr. Bershad is a director of EMCOR Group, Inc., a global
leader in mechanical and electrical construction, energy infrastructure, and end-to-end facilities services.
Mr. Almeida
joined Axsys
in November 2001 as the Executive Vice President, Chief Financial Officer and Treasurer. He has twenty-five years of finance and administration
experience with high-technology companies. Prior to joining Axsys, Mr. Almeida was Vice President Finance for the Broadband, Access and
Transport Group of ADC Telecommunications, Inc., a provider of global network infrastructure products and services. Mr. Almeida spent eight years with
ADC in various financial leadership positions, with additional responsibility for information technology, human resources and customer service
functions.
Mr. Conner
joined Axsys in
July 2004 and currently serves as President and Chief Operating Officer. Prior to this role, Mr. Conner served as the President of Axsys Infrared
Systems Division and as Corporate Vice President of Strategic Planning and Corporate Development from July 2004 to December 2007. Prior to joining
Axsys, Mr. Conner was the Vice President of Business Development for Quantum Bridge Communications, currently a division of Motorola Inc, a
high-technology telecommunications optical networking provider.
All of the executive officers
serve at the pleasure of the Board of Directors. Severance agreements have been entered into with all of the executive officers. See the discussion
under Termination of Employment and Change in Control Agreements.
Code of Ethics for Senior Financial
Officers
We have adopted a Code of Ethics
for Senior Financial Officers, a copy of which can be found on our website at www.axsys.com. The Code of Ethics applies to all of our senior financial
officers, including our Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Treasurer and any other person performing similar
functions.
7
BENEFICIAL STOCK OWNERSHIP
The following table sets forth
certain information as of March 12, 2009 concerning beneficial ownership of common stock of Axsys by (a) each director, (b) each of the executive
officers in the summary compensation table and (c) all current executive officers and directors as a group. Included in beneficial ownership are shares
that may be acquired upon the exercise of options that are exercisable as of March 12, 2009 or will become exercisable on or before May 11, 2009. All
persons have sole voting and investment power except as otherwise indicated.
|
|
|
|
Shares of Common Stock
Beneficially Owned (1)
|
|
Name
|
|
|
|
Number
|
|
Percent
|
Stephen W.
Bershad (2)
|
|
|
|
|
1,720,253
|
|
|
|
14.5
|
%
|
David A.
Almeida (3)
|
|
|
|
|
121,320
|
|
|
|
1.0
|
|
Scott B.
Conner (4)
|
|
|
|
|
88,689
|
|
|
|
*
|
|
Anthony J.
Fiorelli, Jr. (5)
|
|
|
|
|
32,364
|
|
|
|
*
|
|
Eliot M.
Fried (6)
|
|
|
|
|
31,037
|
|
|
|
*
|
|
Richard F.
Hamm, Jr. (7)
|
|
|
|
|
13,279
|
|
|
|
*
|
|
Robert G.
Stevens (8)
|
|
|
|
|
17,974
|
|
|
|
*
|
|
All executive
officers and directors as a group
(7 persons)
|
|
|
|
|
2,024,916
|
|
|
|
16.9
|
%
|
(1)
|
|
Calculated in accordance with Rule 13d-3 under the Securities
Exchange Act of 1934.
|
(2)
|
|
Includes 53,500 shares of common stock underlying options that
are exercisable as of March 12, 2009 or within 60 days after such date. Mr. Bershad owns 972,491 shares of common stock directly, 8,116 shares through
the Axsys Technologies, Inc. 401(k) Retirement Plan and 686,146 shares of common stock indirectly through SWB Holding Corporation, of which he is the
sole shareholder and chairman.
|
(3)
|
|
Represents 48,000 shares of common stock underlying options that
are exercisable as of March 12, 2009 or within 60 days after such date and 73,320 shares of common stock owned directly.
|
(4)
|
|
Represents 13,200 shares of common stock underlying options that
are exercisable as of March 12, 2009 or within 60 days after such date and 75,489 shares of common stock owned directly.
|
(5)
|
|
Represents 9,220 shares of common stock underlying options that
are exercisable as of March 12, 2009 or within 60 days after such date and 23,144 shares of common stock owned directly.
|
(6)
|
|
Represents 9,024 shares of common stock underlying options that
are exercisable as of March 12, 2009 or within 60 days after such date and 22,013 shares of common stock owned directly.
|
(7)
|
|
Represents 8,779 shares of common stock underlying options that
are exercisable as of March 12, 2009 or within 60 days after such date and 4,500 shares of common stock owned directly.
|
(8)
|
|
Represents 13,474 shares of common stock underlying options that
are exercisable as of March 12, 2009 or within 60 days after such date and 4,500 shares of common stock owned directly.
|
8
PRINCIPAL STOCKHOLDERS
Axsys knows of no person who
beneficially owned, within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, more than five percent of the common stock outstanding,
except for Mr. Bershad and except as set forth below.
Name and Address of Beneficial Owner
|
|
|
|
Number of Shares
|
|
Percent of Class
|
Friess
Associates, LLC (1)
|
|
|
|
|
654,200
|
|
|
|
5.63
|
%
|
115 E. Snow
King
|
|
|
|
|
|
|
|
|
|
|
Jackson, WY
83001
|
|
|
|
|
|
|
|
|
|
|
|
Barclays
Global Investors, NA. (2)
|
|
|
|
|
602,052
|
|
|
|
5.18
|
%
|
400 Howard
Street
|
|
|
|
|
|
|
|
|
|
|
San
Francisco, CA 94105
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
According to a Schedule 13G filed on February 17, 2009 by Friess
Associates, LLC, Friess Associates has sole voting and dispositive power with respect to these shares.
|
(2)
|
|
According to a Schedule 13G filed on February 6, 2009 by
Barclays Global Investors, NA., Barclays Global Investors, NA and its affiliates have sole voting power with respect to 477,383 of theses shares and
sole dispositive power with respect to 602,052 of these shares.
|
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Overview of Compensation Program
The Compensation Committee, which
we refer to in this discussion as the Committee, has the responsibility for establishing, implementing and continually monitoring adherence with our
compensation philosophy. The purpose of the Committee is to assist the Board in discharging its responsibilities relating to the compensation of our
Chief Executive Officer and our Executive Leadership Team.
Throughout this proxy statement,
the individuals who served as our Chief Executive Officer, Chief Financial Officer and Chief Operating Officer during fiscal 2008 are referred to as
named executive officers and are included in the summary compensation table on page 14.
Introduction
We are a leading designer and
manufacturer of precision optical solutions for defense, aerospace, homeland security and high-performance commercial applications. As further
discussed in this section, our compensation and benefit programs are designed to reward our employees when they help us achieve our business
objectives.
The following are the highlights
of our 2008 executive compensation program:
|
|
we increased the base salaries of all of our named executive
officers to be consistent with their individual performance and Axsys performance and to adjust for inflationary factors in the market data
provided by Buck Consultants in early 2007;
|
|
|
we paid our named executive officers an annual cash incentive
award based on achievement of financial goals for 2008 under our Management Incentive Plan; and
|
|
|
we awarded restricted stock grants to all of our named executive
officers as a tool to assist in the long-term continuation of management whose substantial contributions are essential to the sustainable long-term
growth and success of our company.
|
The following discussion and
analysis of our 2008 executive compensation should be read together with the compensation tables and related disclosures that follow this
section.
9
Compensation Philosophy
Axsys compensation
philosophy is to provide an executive compensation structure and system that is competitive in the marketplace and internally equitable based upon the
weight and level of responsibilities in the respective executive positions and that promotes the long-term retention of the executive officers.
Axsys philosophy is also to attract, retain and motivate qualified executives within this structure. We reward execution for outstanding
performance-to-objectives and business results through financial and other appropriate management incentives while aligning our financial results and
the compensation paid to our executive officers with the enhancement of stockholder value. Finally, Axsys compensation philosophy is designed to
structure its compensation policy so that executive officers compensation is dependent, in one part, on the achievement of current year business
plan objectives and, in another part, on the long-term increase in stockholder value.
Role of Executive Officers in Compensation
Decisions
Company management, including our
Chief Executive Officer and Chief Financial Officer, attend portions of the Committee meetings at its request, make recommendations to the Committee
and perform various day-to-day administrative functions on behalf of the Committee in connection with Axsys cash and equity compensation
programs. Specifically, the Chief Executive Officer provides input regarding the effectiveness of the existing compensation philosophy and programs,
assists in the design of new compensation programs and recommends modifications to existing programs. Because our Chief Executive Officer has
day-to-day interactions with the named executive officers, Mr. Bershad makes specific recommendations to the Committee regarding base salaries,
incentive targets under our Management Incentive Plan and equity compensation to be paid to the other named executive officers. However, the Committee
retains independent discretion when making executive compensation decisions.
Role of Compensation Consultant
Every other year, at a minimum,
we engage an outside consulting firm to provide the Committee with market data for executive compensation. In 2007 and in early 2009, we engaged Buck
Consultants, whose role in the executive compensation program was to provide the Committee with information regarding the base salaries, annual cash
incentive awards and long-term equity compensation paid to executives in similar positions within similar industries and to provide market
benchmarks for the Committee. Buck Consultants compiled compensation data based on industry surveys representing the high technology,
aerospace durable goods manufacturing, electronic components and accessories and durable manufacturing industries for companies with annual revenues of
less than $500 million. The Committee used this in analyzing the competitiveness of our executive compensation. The Committee believes that analyzing
the market data with this mix of attributes appropriately captures the kinds of companies with whom we compete in the hiring and retaining of our
executives.
Executive Compensation Components
The principal components for the
compensation of our named executive officers are:
|
|
annual cash incentives (management incentive plan);
and
|
|
|
long-term incentives (stock option awards and restricted stock
grants).
|
Base Salary
We provide named executive
officers and other employees with base salary to provide them with a fixed component of compensation. The Committee reviews salaries annually as part
of our performance review process as well as upon a promotion or other change in job responsibility. For 2008, the Compensation Committee reviewed the
executives individual performance, the Companys overall performance and competitive factors to determine the base salary levels for all
named executive officers.
For 2009, the Compensation
Committee adjusted the base salary levels for all named executive officers based on the market data provided by Buck Consultants in early 2009 as well
as the executives individual
10
performance and the
Companys overall performance. In addition, Mr. Bershads increase reflects a catch-up adjustment to align his compensation with market data.
For 2009, Mr. Bershad received a base salary increase of 8.2% and Messrs. Almeida and Conner each received a base salary increase of 6.2%. Some of the
resources used for comparison in the data provided by Buck Consultants were the Watson Wyatt Top Management Survey, the Economic Research Institute
Salary Assessor and the Buck Consultants Proprietary Executive Survey.
Management Incentive Plan
Executive bonuses are used to
focus our management on achieving key corporate financial objectives, to motivate certain desired individual behaviors and to reward substantial
achievement of these corporate financial objectives and individual goals. We use cash bonuses to reward financial performance. Bonuses, if any, are
determined and paid on an annual basis after completion of the bonus year. The Committee has based bonuses for our named executive officers primarily
on certain overall company financial growth targets because it believes that as a growth company, we should reward growth.
In 2008, each of Messrs.
Bershads, Almeidas and Conners annual incentive was structured so the achievement of 100% of budgeted corporate financial goals would
yield a payout of 60% of his base salary, of which 85% is based on Axsys meeting budgeted earnings before amortization, interest and taxes, or EBAIT,
targets and 15% is based on Axsys meeting budgeted cash flow from operations targets. Achievement of 85% of budgeted financial goals would yield 50% of
the target award and achievement of 100% of budgeted financial goals would earn 100% of the target award. No incentive award would have been paid if
the minimum 85% of budgeted financial goals had not been met. There was no cap for achievement above 100% of budgeted financial goals. Cash flow
measures used in the 2008 incentive calculation were adjusted for certain items related to tactical inventory initiatives. The Management Incentive
Plan payments to Mr. Bershad of $308,338 and to Messrs. Almeida and Conner of $232,160 for 2008 were based on our achievement of 120.7% of our revised
budgeted EBAIT target and 122.1% of our revised budgeted cash flow target.
Long-Term Incentives
Our Amended and Restated
Long-Term Stock Incentive Plan encourages participants to focus on our sustainable long-term performance and provides an opportunity for executive
officers and certain designated key employees to increase their ownership in us through equity awards for our common stock.
The purpose of the Stock
Incentive Plan is to provide additional incentive to those directors, officers and other employees of ours, including the named executive officers,
whose substantial contributions are essential to the sustainable long-term growth and success of our business in order to strengthen their commitment
to us, to motivate such persons to faithfully and diligently perform their responsibilities and to attract and retain competent and dedicated
individuals whose efforts will result in our long-term growth and profitability. The Stock Incentive Plan provides for granting stock options,
restricted stock, performance units, stock appreciation rights or a combination of any of the foregoing.
We currently issue restricted
stock to the named executive officers, but we have, in the past, issued stock options. However, the Compensation Committee may at any point in the
future utilize any of the awards authorized under the Stock Incentive Plan.
The Committee grants to the
Executive Leadership Team, including the named executive officers, restricted stock awards under the Stock Incentive Plan. In general, awards are
granted once a year at the first Compensation Committee meeting of the year. During 2008, the Committee granted Mr. Bershad 10,000 shares of restricted
stock and Mr. Almeida and Mr. Conner each 25,000 shares of restricted stock. The Committee considered the Companys financial successes achieved
during 2007, the performance of the individual executive and competitive information to determine the amount of each grant. In addition, the Committee
determined Mr. Bershads 2008 grant to be appropriate based on Mr. Bershads current stock ownership and the overall purpose of the Stock
Incentive Plan.
Other Benefits
Named executive officers are
eligible to participate in all of our employee benefit plans, such as medical, dental, group life and disability insurance. In addition, the named
executive officers are also eligible to participate
11
in the executive health
insurance plan, which provides for the reimbursement of deductible and coinsurance amounts and certain medical expenses not covered under Axsys
basic medical plans.
Termination of Employment and Change in Control
Arrangements
We have entered into severance
protection agreements with each of the named executive officers, which provide for certain benefits, among other things, if their employment is
terminated within two years following a change in control of Axsys. The purpose of the severance protection agreement is to foster the continued
employment of these officers by allowing them to focus attention on their assigned responsibilities without distraction in the event of a possible
change in control of Axsys.
Stock Ownership Guidelines
Our NCG Committee has implemented
stock ownership guidelines for our Executive Leadership Team and our directors. Each member of the Executive Leadership Team is expected to hold two
times their base salary and the directors are expected to hold two times his annual retainer using a retention approach. The retention approach expects
the executive or director to retain 50% of the profit shares following an exercise or vesting of equity-based awards. Profit shares are the shares
remaining after payment of option exercise price and any taxes owed at exercise of options or the vesting of restricted stock. These shares are to be
retained until termination of employment or board service.
Accounting and Tax Treatment
We account for equity
compensation paid to our employees under the rules of Statement of Financial Accounting Standards No. 123 (revised), which requires us to estimate and
record an expense over the service period of the award. Accounting rules also require us to record cash compensation as an expense at the time the
obligation is accrued. We structure cash bonus compensation so that it is taxable to our executives at the time it becomes available to them. We
currently intend that all cash compensation paid will be tax deductible for us. However, with respect to equity compensation awards, while any gain
recognized by employees from nonqualified options should be deductible, to the extent that an option constitutes an incentive stock option, gain
recognized by the optionee will not be deductible if there is no disqualifying disposition by the optionee. In addition, if we grant restricted stock
or restricted stock unit awards that are not subject to performance vesting, they may not be fully deductible by us at the time the award is otherwise
taxable to the employee.
12
COMPENSATION COMMITTEE REPORT ON EXECUTIVE
COMPENSATION
The following report has been
submitted by the Compensation Committee of the Board of Directors:
The Compensation Committee of the
Board of Directors has reviewed and discussed the Compensation Discussion and Analysis set forth above with management. Based on this review and
discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy
statement and in Axsys Annual Report on Form 10-K for the fiscal year ended December 31, 2008, as filed with the SEC.
By: Compensation Committee:
Eliot
M. Fried Chairman
Anthony J. Fiorelli, Jr
Richard F. Hamm, Jr.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION
During 2008, the Compensation
Committee was composed of Messrs. Fiorelli, Fried and Hamm. There were no Compensation Committee interlocks between Axsys and any other entities
involving Axsys executive officers and directors who serve as executive officers of such entities.
13
2008 SUMMARY COMPENSATION TABLE
The following table summarizes
the total compensation paid or earned by each of the named executive officers for the fiscal year ended December 31, 2008.
(a)
|
|
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
Name and Principal Position
|
|
|
|
Year
|
|
Salary
($)
|
|
Stock
Awards
($)(1)
|
|
Option
Awards
($)(2)
|
|
Non-Equity
Incentive Plan
Compensation
($)(3)
|
|
All Other
Compensation
($)(4)
|
|
Total
($)
|
Stephen W.
Bershad
|
|
|
|
|
2008
|
|
|
|
425,000
|
|
|
|
174,733
|
|
|
|
131,385
|
|
|
|
308,338
|
|
|
|
37,097
|
|
|
|
1,076,553
|
|
Chairman of
the Board and
|
|
|
|
|
2007
|
|
|
|
400,000
|
|
|
|
89,250
|
|
|
|
147,492
|
|
|
|
318,160
|
|
|
|
35,184
|
|
|
|
990,086
|
|
Chief
Executive Officer
|
|
|
|
|
2006
|
|
|
|
380,000
|
|
|
|
28,281
|
|
|
|
146,769
|
|
|
|
241,851
|
|
|
|
31,650
|
|
|
|
828,551
|
|
|
David A.
Almeida
|
|
|
|
|
2008
|
|
|
|
320,000
|
|
|
|
271,901
|
|
|
|
75,455
|
|
|
|
232,160
|
|
|
|
32,608
|
|
|
|
932,124
|
|
Executive
Vice President,
|
|
|
|
|
2007
|
|
|
|
280,000
|
|
|
|
76,994
|
|
|
|
90,236
|
|
|
|
222,712
|
|
|
|
42,208
|
|
|
|
712,150
|
|
Chief
Financial Officer
|
|
|
|
|
2006
|
|
|
|
237,077
|
|
|
|
18,515
|
|
|
|
151,090
|
|
|
|
146,384
|
|
|
|
20,163
|
|
|
|
573,229
|
|
and
Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scott B.
Conner
|
|
|
|
|
2008
|
|
|
|
320,000
|
|
|
|
271,901
|
|
|
|
120,812
|
|
|
|
232,160
|
|
|
|
34,277
|
|
|
|
979,150
|
|
President
and
|
|
|
|
|
2007
|
|
|
|
261,538
|
|
|
|
76,994
|
|
|
|
120,441
|
|
|
|
217,644
|
|
|
|
28,099
|
|
|
|
704,716
|
|
Chief
Operating Officer
|
|
|
|
|
2006
|
|
|
|
210,000
|
|
|
|
18,515
|
|
|
|
115,964
|
|
|
|
139,466
|
|
|
|
24,046
|
|
|
|
507,991
|
|
(1)
|
|
The amounts in column (d) reflect the dollar amount recognized
for financial statement reporting purposes in accordance with SFAS 123(R) for restricted stock awards granted under the Stock Incentive Plan. The
amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Assumptions used in the calculation of these
amounts are included in note 9 to our audited financial statements for the fiscal years ended December 31, 2008 included in our Annual Reports on Form
10-K filed with the SEC.
|
(2)
|
|
The amounts in column (e) reflect the dollar amount recognized
for financial statement reporting purposes in accordance with SFAS 123(R) for option awards granted under the Stock Incentive Plan. The amounts shown
exclude the impact of estimated forfeitures related to service-based vesting conditions. Assumptions used in the calculation of these amounts are
included in note 9 to our audited financial statements for the fiscal years ended December 31, 2008 included in our Annual Reports on Form 10-K filed
with the SEC.
|
(3)
|
|
The amounts in column (f) reflect cash awards to the named
executive officers under Axsys Management Incentive Plan, which is discussed in further detail on page 11 under the heading Management
Incentive Plan.
|
(4)
|
|
The amount shown in column (g) reflects for each named executive
officer:
|
|
|
matching contributions allocated by Axsys under our 401(k)
plan;
|
|
|
payments under Axsys executive health insurance plan,
which in 2008, totaled $27,537 for Mr. Bershad, $23,048 for Mr. Almeida and $24,717 for Mr. Conner. Axsys executive health insurance plan, which
covers only officers, certain directors, currently Mr. Fiorelli, and key employees, provides for the reimbursement of deductible and coinsurance
amounts and certain medical expenses not covered under Axsys basic medical plans; and
|
|
|
payments of premiums for term life insurance maintained on
behalf of the named executive officers.
|
14
GRANTS OF PLAN-BASED AWARDS FOR 2008
The following table sets forth
certain information regarding the plan-base awards granted during the fiscal year ended December 31, 2008 to the named executive
officers.
(a)
|
|
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
|
|
|
|
|
Estimated Possible Payouts
Under Non-Equity
Incentive
Plan Awards (1)
|
|
Name
|
|
|
|
Grant
Date
|
|
Threshold ($)
|
|
Target ($)
|
|
All Other
Stock Awards:
Number of
Shares
of
Stock or Units
(#)(2)
|
|
Grant Date Fair
Value of Stock
and Option
Awards($)
|
Stephen W.
Bershad
|
|
|
|
|
3/05/08
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
|
442,200
|
|
|
|
|
|
|
|
|
|
|
127,500
|
|
|
|
255,000
|
|
|
|
|
|
|
|
|
|
|
David A.
Almeida
|
|
|
|
|
3/05/08
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
1,105,500
|
|
|
|
|
|
|
|
|
|
|
96,000
|
|
|
|
192,000
|
|
|
|
|
|
|
|
|
|
|
Scott B.
Conner
|
|
|
|
|
3/05/08
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
1,105,500
|
|
|
|
|
|
|
|
|
|
|
96,000
|
|
|
|
192,000
|
|
|
|
|
|
|
|
|
|
(1)
|
|
The amounts shown in column (c) reflect the minimum payout level
under the Companys Management Incentive Plan, which is 50% of the financial target amount. There is no maximum amount under the terms of the
Management Incentive Plan. These amounts are based on the individuals current salary and position. The awards were earned during 2008 and the
actual payouts are included in the Summary Compensation Table.
|
(2)
|
|
The amounts shown in column (e) reflect the number of shares of
restricted stock granted to each named executive officer pursuant to the Stock Incentive Plan. These shares of restricted stock vest at a rate of 20%
per year commencing on the first anniversary of the date of the grant. Vesting of these shares of restricted stock will be accelerated in the event of
certain changes in control of Axsys.
|
In October 2000, Axsys entered
into an employment agreement with Stephen W. Bershad. The agreement provided that during the initial period of the agreement, Mr. Bershad would serve
as Chairman of the Board and Chief Executive Officer of Axsys. The initial period of the agreement, which originally expired on October 12, 2001, has
been most recently extended until September 4, 2009. Upon expiration of this initial period and for five years thereafter, the agreement provides that
Mr. Bershad will serve as Chairman of the Board. If Mr. Bershad is not elected to the Board, he is entitled to terminate his employment for good
reason, the consequences of which are explained below.
Under the agreement, Mr. Bershad
received an annual salary of $425,000 for 2008, which was increased at the discretion of the Board, the responsibility for which was delegated by the
Board to the Compensation Committee. The agreement also provides that Mr. Bershad will have the opportunity to earn an annual incentive bonus based on
performance goals determined by the Board at the beginning of each fiscal year. He is also eligible to receive awards under the Stock Incentive
Plan.
On September 4, 2008, Axsys
entered into an amended and restated employment agreement with Mr. Bershad. The agreement was amended to, among other things, provide that, beginning
in September 2009, the initial period of the agreement automatically extends during each September for one additional year unless either Axsys or Mr.
Bershad gives timely written notice that it or he, as applicable, does not wish to extend the initial period, or the employment term has been earlier
terminated. The amended agreement also added confidentiality and non-solicitation covenants by which Mr. Bershad will be bound after his employment
with Axsys.
Under letter agreements regarding
the terms of their employment, Messrs. Almeida and Conner would receive up to six months base compensation and certain other benefits from Axsys
in the event of termination by Axsys other than for cause.
15
OUTSTANDING EQUITY AWARDS AT 2008 FISCAL
YEAR-END
The following table sets forth
certain information with respect to the named executive officers concerning options outstanding as of December 31, 2008.
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
(a)
|
|
|
|
(b)
|
|
(c)(1)
|
|
(d)(1)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
Name
|
|
|
|
Option
Grant
Date
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
|
Option
Exercise
Price ($)
|
|
Option
Expiration
Date
|
|
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
|
|
Market Value
of Shares
or Units of
Stock
That Have
Not Vested
($)
|
Stephen W.
Bershad
|
|
|
|
|
03/04/04
|
|
|
|
30,000
|
(2)
|
|
|
|
|
|
|
10.99
|
|
|
|
03/04/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
03/03/05
|
|
|
|
12,000
|
(2)
|
|
|
8,000
|
(2)
|
|
|
22.25
|
|
|
|
03/03/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/06/05
|
|
|
|
20,000
|
|
|
|
5,000
|
|
|
|
18.30
|
|
|
|
10/06/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
03/16/06
|
|
|
|
9,000
|
|
|
|
13,500
|
|
|
|
16.17
|
|
|
|
03/16/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
03/16/06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,600
|
|
|
|
362,076
|
|
|
|
|
|
|
03/08/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,000
|
|
|
|
877,760
|
|
|
|
|
|
|
03/05/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
|
548,600
|
|
|
David A.
Almeida
|
|
|
|
|
03/04/04
|
|
|
|
12,000
|
|
|
|
3,000
|
|
|
|
9.99
|
|
|
|
03/04/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
03/03/05
|
|
|
|
6,000
|
|
|
|
4,000
|
|
|
|
20.23
|
|
|
|
03/03/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/06/05
|
|
|
|
16,000
|
|
|
|
4,000
|
|
|
|
18.30
|
|
|
|
10/06/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
03/16/06
|
|
|
|
6,000
|
|
|
|
9,000
|
|
|
|
16.17
|
|
|
|
03/16/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
03/16/06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,320
|
|
|
|
236,995
|
|
|
|
|
|
|
03/08/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,000
|
|
|
|
877,760
|
|
|
|
|
|
|
03/05/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
1,371,500
|
|
|
Scott B.
Conner
|
|
|
|
|
07/19/04
|
|
|
|
|
|
|
|
9,000
|
|
|
|
14.22
|
|
|
|
07/19/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
03/03/05
|
|
|
|
1,200
|
|
|
|
4,000
|
|
|
|
20.23
|
|
|
|
03/03/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/06/05
|
|
|
|
4,000
|
|
|
|
4,000
|
|
|
|
18.30
|
|
|
|
10/06/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
03/16/06
|
|
|
|
3,000
|
|
|
|
9,000
|
|
|
|
16.17
|
|
|
|
03/16/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
03/16/06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,320
|
|
|
|
236,994
|
|
|
|
|
|
|
03/08/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,000
|
|
|
|
877,760
|
|
|
|
|
|
|
03/05/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
1,371,500
|
|
(1)
|
|
Except as otherwise noted, the awards vest at a rate of 20% per
year commencing on the first anniversary date of the grant.
|
(2)
|
|
Options granted have a four-year ratable vesting of 60% over the
first three years with the final 40% in the last year.
|
2008 OPTION EXERCISES AND STOCK
VESTED
The following table sets forth
certain information with respect to stock options exercised by named executive officers during 2008 and shares of restricted stock vested in
2008.
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
(a)
|
|
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
Name
|
|
|
|
Number of
Shares Acquired
on Exercise (#)
|
|
Value Realized
on Exercise ($)
|
|
Number of
Shares Acquired
on Vesting (#)
|
|
Value Realized
on Vesting ($)
|
Stephen W.
Bershad
|
|
|
|
|
30,000
|
|
|
|
883,230
|
|
|
|
6,200
|
|
|
|
269,656
|
|
David A.
Almeida
|
|
|
|
|
82,500
|
|
|
|
4,939,080
|
|
|
|
5,440
|
|
|
|
235,243
|
|
Scott B.
Conner
|
|
|
|
|
55,800
|
|
|
|
2,677,682
|
|
|
|
5,440
|
|
|
|
235,243
|
|
16
Termination of Employment and Change in Control
Arrangements
We have entered into severance
protection agreements with certain officers and key employees of Axsys, including Stephen W. Bershad, David A. Almeida and Scott B. Conner, which
provide for certain benefits, among other things, if their employment is terminated within two years following a Change in Control. The purpose of the
severance protection agreement is to foster the continued employment of officers and employees by allowing them to focus attention on their assigned
responsibilities without distraction in the event of a possible Change in Control of Axsys.
A Change in Control is generally
an acquisition of fifty percent or more of the outstanding shares of common stock or the combined voting power of the Company other than by Axsys
Chief Executive Officer, Stephen W. Bershad, or any entity controlled by him.
If a Change in Control occurs and
the executives employment is terminated by Axsys other than for cause, death or disability or by the executive for good reason within two years
thereafter, the executive will be entitled to receive a maximum lump sum cash payment equal to, in the case of Mr. Bershad, 2.99 times the sum of this
base amount as determined under Section 280G of the Internal Revenue Code and, at the executives election, one year of continuation of health
care benefits or its cash equivalent. Messrs. Almeida and Conner would receive a maximum lump sum cash payment equal to 2.99 times the sum of (a) the
highest annual base salary paid to the executive during the 12-month period immediately prior to the employment termination date and (b) the average of
the annual cash bonuses paid to the executive during the three calendar years prior to the year in which the employment termination date occurs and, at
the executives election, one year of continuation of health care benefits or its cash equivalent. The severance protection agreements of each of
Messrs. Bershad, Almeida and Conner also provide that the executive will be entitled to the foregoing severance benefits in the event he terminates his
employment, with or without good reason, at any time during the one-month period commencing six months following a Change in Control.
Each of the severance protection
agreements had an original term of up to two years from the date of its execution and automatically renews for successive one-year periods, unless
either party gives advance notice of non-renewal. Notwithstanding the foregoing, if there is a Change in Control, the agreements will not terminate
prior to the expiration of twenty-four months after the date of the Change in Control.
If the employment term is
terminated by reason of Messrs. Almeida or Conner ‘s death or disability, by Axsys for cause, by Messrs. Almeida and Conner without good reason,
by mutual agreement of the parties, or by expiration of the employment term, Axsys sole obligation under the employment agreement will be to pay
Messrs. Almeida and Conner or their estates, as the case may be, within thirty (30) days following the employment termination date, all accrued and
unpaid base salary, accrued and unpaid bonus and vacation pay as of the employment termination date, a pro rata portion of his annual bonus opportunity
for the year of termination, all benefits accrued and unpaid under any benefit plans, programs or arrangements in which he has been a participant as of
his termination and any reimbursable expenses incurred by him on behalf of Axsys during the period ending on the employment termination
date.
If Mr. Bershads employment
is terminated by Axsys other than for cause or by Mr. Bershad for good reason, Mr. Bershad will be entitled to the following: (1) within ten days of
the employment termination date, all accrued and unpaid base salary, accrued and unpaid bonus and vacation pay as of the employment termination date, a
pro rata portion of the highest annual bonus paid or payable to him in respect of any of the three full fiscal years of Axsys immediately preceding the
employment termination date, all benefits accrued and unpaid under any benefit plans, programs or arrangements in which he has been a participant as of
his termination and any reimbursable expenses incurred by him on behalf of Axsys during the period ending on the employment termination date; (2)
within thirty days following the employment termination date, a lump sum payment equal to the greater of (x) two times the sum of (i) his base salary
plus (ii) the highest annual bonus paid or payable to him for any of Axsys three full fiscal years immediately preceding his termination and (y)
the amount of the base salary and bonus that would have been paid to him during the employment term had it not been terminated, assuming that the
highest annual bonus paid or payable to him for any of Axsys three full fiscal years immediately preceding his termination would have been paid
to him for each full fiscal year during the employment term; and (3) during
17
the greater of (x) the
twenty-four month period following the employment termination date and (y) the balance of the employment term, medical, dental, hospitalization,
prescription drug, and life insurance coverage and benefits provided to him immediately prior to termination. In addition, all stock options held by
him will become fully vested and will remain outstanding for their entire term and all restrictions on all shares of restricted stock or other
equity-based awards held by him will lapse and will become fully vested.
If the employment term is
terminated by reason of Mr. Bershads death or disability, by Axsys for cause, by Mr. Bershad without good reason, by mutual agreement of the
parties, or by expiration of the employment term, Axsys sole obligation under the employment agreement will be to pay Mr. Bershad or his estate,
as the case may be, within thirty (30) days following the employment termination date, all accrued and unpaid base salary, accrued and unpaid bonus and
vacation pay as of the employment termination date, a pro rata portion of his annual bonus opportunity for the year of termination, all benefits
accrued and unpaid under any benefit plans, programs or arrangements in which he has been a participant as of his termination and any reimbursable
expenses incurred by him on behalf of Axsys during the period ending on the employment termination date.
In the event that at any time Mr.
Bershad is entitled to receive payments and/or benefits under both his employment agreement and his severance protection agreement, he will receive the
payments and/or benefits only under the severance protection agreement.
Mr. Bershad is subject to a
non-competition covenant for two years following termination. Messrs. Almeida and Conner are subject to non-competition covenants for one year
following a Change in Control. Messrs. Bershad, Almeida and Conner, are also subject to a confidentiality agreement following
termination.
Potential Payments Upon Termination of Change in
Control
The tables below reflect the
amount of compensation payable to each named executive officer in the event of termination of such executives employment. The amounts shown
assume that such termination was effective as of December 31, 2008, and thus includes amounts earned through such time and are estimates of the amounts
which would be paid out to executives upon their termination.
Stephen W. Bershad
Executive Benefit and
Payments Upon Separation
|
|
|
|
Voluntary
Termination
|
|
Early
Retirement
|
|
Normal
Retirement
|
|
Involuntary
Not For Cause
Termination or
Voluntary For
Good Reason
|
|
For Cause
Termination
|
|
Change-in-
Control
(1)(2)
|
|
Disability
|
|
Death
|
Cash
Severance Payment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,486,320
|
|
|
|
|
|
|
$
|
3,076,492
|
|
|
|
|
|
|
|
|
|
Continuation
of Benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
37,097
|
|
|
|
|
|
|
$
|
37,097
|
|
|
|
|
|
|
|
|
|
Long-Term
Incentive Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,754,431
|
|
|
|
|
|
|
$
|
2,754,431
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
4,277,848
|
|
|
|
|
|
|
$
|
5,868,020
|
|
|
|
|
|
|
|
|
|
David A. Almeida
Executive Benefit and
Payments Upon Separation
|
|
|
|
Voluntary
Termination
|
|
Early
Retirement
|
|
Normal
Retirement
|
|
Involuntary N
ot For Cause
Termination or
Voluntary For
Good Reason
|
|
For Cause
Termination
|
|
Change-in-
Control
(1)(2)
|
|
Disability
|
|
Death
|
Cash
Severance Payment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
160,000
|
|
|
|
|
|
|
$
|
2,389,798
|
|
|
|
|
|
|
|
|
|
Continuation
of Benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
32,608
|
|
|
|
|
|
|
$
|
32,608
|
|
|
|
|
|
|
|
|
|
Long-Term
Incentive Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3,253,826
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
192,608
|
|
|
|
|
|
|
$
|
5,676,232
|
|
|
|
|
|
|
|
|
|
18
Scott B. Conner
Executive Benefit and
Payments Upon Separation(1)
|
|
|
|
Voluntary
Termination
|
|
Early
Retirement
|
|
Normal
Retirement
|
|
Involuntary
Not For Cause
Termination or
Voluntary For
Good Reason
|
|
For Cause
Termination
|
|
Change-in-
Control
(1)(2)
|
|
Disability
|
|
Death
|
Cash
Severance Payment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
160,000
|
|
|
|
|
|
|
$
|
2,277,209
|
|
|
|
|
|
|
|
|
|
Continuation
of Benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
34,277
|
|
|
|
|
|
|
$
|
34,277
|
|
|
|
|
|
|
|
|
|
Long-Term
Incentive Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3,484,985
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
194,277
|
|
|
|
|
|
|
$
|
5,796,471
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Included in this column are gross up amounts that
have been added to the named executives compensation totals under the severance protection agreement. These amounts include $1,126,164 for Mr.
Bershad, $1,037,686 for Mr. Almeida and $1,029,842 for Mr. Conner.
|
(2)
|
|
Under the terms of our Stock Incentive Plan, upon a Change in
Control, all stock options and restricted stock held by an employee that are outstanding on the date of the Change in Control will become fully
vested.
|
DIRECTOR COMPENSATION TABLE FOR 2008
The following table provides
information on our compensation for non-employee directors for 2008.
(a)
|
|
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(f)
|
|
(g)
|
Name (1)
|
|
|
|
Fees Earned
or Paid
in Cash
($)
|
|
Stock
Awards
($)(2)
|
|
Option
Awards
($)(3)
|
|
All Other
Compensation
($)(4)
|
|
Total ($)
|
Anthony J.
Fiorelli, Jr.
|
|
|
|
|
27,000
|
|
|
|
63,808
|
|
|
|
|
|
|
|
12,338
|
|
|
|
103,146
|
|
Eliot M.
Fried
|
|
|
|
|
28,000
|
|
|
|
63,808
|
|
|
|
|
|
|
|
|
|
|
|
91,808
|
|
Richard F.
Hamm, Jr
|
|
|
|
|
26,000
|
|
|
|
63,808
|
|
|
|
|
|
|
|
|
|
|
|
89,808
|
|
Robert G.
Stevens
|
|
|
|
|
27,000
|
|
|
|
63,808
|
|
|
|
2,824
|
|
|
|
|
|
|
|
93,632
|
|
(1)
|
|
Stephen W. Bershad, our Chairman of the Board and Chief
Executive Officer, is not included in this table as he is an employee of the Company and thus receives no compensation for his services as a director.
The compensation received by Mr. Bershad as an employee of the Company is shown in the summary compensation table on page 14.
|
(2)
|
|
The amounts in column (c) reflect the dollar amount recognized
for financial statement reporting purposes in accordance with SFAS 123(R) for restricted stock awards under the Stock Incentive Plan. The amounts shown
exclude the impact of estimated forfeitures related to service-based vesting conditions. Assumptions used in the calculation of these amounts are
included in note 9 to our audited financial statements for the fiscal year ended December 31, 2008 included in our Annual Report on Form 10-K filed
with the SEC. During 2008, each director received an award for 1,500 shares of restricted stock that had a grant date fair value of $84,390. As of
December 31, 2008, each director held a total of 1,500 shares of restricted stock.
|
(3)
|
|
The amounts in column (d) reflect the dollar amount recognized
for financial statement reporting purposes in accordance with SFAS 123(R) for option awards granted under the Stock Incentive Plan. The amounts shown
exclude the impact of estimated forfeitures related to service-based vesting conditions. Assumptions used in the calculation of these amounts are
included in note 9 to our audited financial statements for the fiscal year ended December 31, 2008 included in our Annual Report on Form 10-K filed
with the SEC. As of December 31, 2008, each director had the following number of options outstanding: Anthony J. Fiorelli, Jr.: 9,220; Eliot M. Fried:
9,024; Richard F. Hamm Jr.: 8,779; and Robert G. Stevens: 13,474.
|
(4)
|
|
The amount in column (f) reflects payments under Axsys
executive health insurance plan. Axsys executive health insurance plan, which covers only officers and certain directors and key employees,
provides for the reimbursement of deductible and coinsurance amounts and certain medical expenses not covered under Axsys basic medical
plans.
|
19
The Board of Directors determines
the compensation of non-employee directors. Non-employee directors of Axsys receive an annual retainer fee of $18,000 plus meeting fees of $1,000 for
each Board meeting attended and
$500 for each committee meeting
attended. Directors who are employees of Axsys or any subsidiary do not receive fees or other compensation for their services as directors. All
directors are reimbursed for travel and other expenses incurred in the performance of their duties.
Under the existing Stock
Incentive Plan, re-elected non-employee directors are annually granted either restricted stock or an option to purchase an amount of shares of Axsys
common stock. On May 15, 2008, each of Messrs. Fried, Fiorelli, Hamm and Stevens were granted 1,500 shares of restricted common stock with a vesting
date of May 6, 2009.
20
REPORT OF THE AUDIT COMMITTEE
The Audit Committee of the Board
of Directors has furnished the following report:
The Audit Committee met with
Ernst & Young LLP, or E&Y, Axsys independent accountants, and management to assure that all were carrying out their respective
responsibilities. It also met with Ernst & Young LLP to discuss the scope and results of their audit work, including the adequacy of internal
controls and the quality of financial performance. The Audit Committee discussed with the independent accountants their judgments regarding the quality
and acceptability of Axsys accounting principles, the clarity of its disclosures and the degree of aggressiveness or conservatism of its
accounting principles and underlying estimates.
The Audit Committee has reviewed
and discussed the audited financial statements for the fiscal year ended December 31, 2008 with Axsys management and E&Y. The Audit Committee
has also discussed with E&Y the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA,
Professional
Standards
, Vol. 1. AU section 380), as adopted by the Public Company Oversight Board in Rule 3200T.
The Audit Committee has also
received and reviewed the written disclosures and the letter from E&Y required by applicable requirements of the Public Company Accounting
Oversight Board regarding E&Ys communications with the Audit Committee concerning independence, and has discussed with the accountants the
accountants independence.
The Audit Committee reviewed the
audited financial statements and recommended to management that they be included in Axsys Annual Report on Form 10-K for the fiscal year ended
December 31, 2008.
By: Audit Committee:
Anthony J.
Fiorelli, Jr. Chairman
Eliot M. Fried
Robert G. Stevens
21
Fees Paid to the Independent Accountants
Aggregate fees for professional
services rendered to Axsys by E&Y for the fiscal years ended December 31, 2008 and 2007 are set forth below. The aggregate fees included in the
Audit category are fees billed for the fiscal years for the audit of Axsys annual financial statements and review of financial statements,
statutory and regulatory filings. The aggregate fees included in each of the other categories are for fees billed in the fiscal years.
|
|
|
|
2008
|
|
2007
|
Audit Fees
|
|
|
|
$
|
679,572
|
|
|
$
|
725,309
|
|
Audit-related
Fees
|
|
|
|
|
7,060
|
|
|
|
29,191
|
|
Tax Fees
|
|
|
|
|
35,000
|
|
|
|
102,900
|
|
Total
|
|
|
|
$
|
721,632
|
|
|
$
|
857,400
|
|
Audit Fees
: Audit fees,
including out-of-pocket expenses, and advisory services related to accounting transactions totaled $679,572 in 2008 and $725,309 in
2007.
Audit-related Fees:
In
2008, fees for audit-related services were for on-line research tool subscriptions. In 2007, fees for audit-related services were for on-line research
tool subscriptions and services related to the acquisition and disposition of businesses.
Tax Fees:
Fees for tax
services included $35,000 in 2008 and $93,200 in 2007 for services performed by E&Y associated with the research of various tax credits. Additional
tax-planning services totaling $9,700 in 2007 for various state tax issues were also performed by E&Y.
Policy on Audit Committee Pre-Approval of Audit and
Permissible Non-Audit Services of Independent Accountant
The Audit Committee pre-approves
all audit and non-audit services provided by the independent accountants prior to the engagement of the independent accountants with respect to such
services. Applications to provide services that require specific approval by the Committee are submitted to the Committee by both the independent
auditor and the Chief Financial Officer, and must include a joint statement as to whether, in their view, the application is consistent with the
SECs rules on auditor independence. The Committee has designated the Chief Financial Officer to monitor the performance of all services provided
by the independent auditor and to determine whether such services are in compliance with this policy. The Chief Financial Officer will report to the
Committee on a periodic basis on the results of its monitoring. Both the Chief Financial Officer and management will immediately report to the chairman
of the Committee any breach of this policy that comes to the attention of the Chief Financial Officer or any member of management.
None of the services described
above were approved by the Audit Committee under the
de minimis
exception provided by Rule 2-01(c)(7)(i)(C) under Regulation
S-X.
A representative of E&Y,
Axsys independent accountants since 2002, will be present at the Annual Meeting and will have the opportunity to make a statement and to respond
to appropriate questions.
22
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE
Section 16(a) of the Securities
Exchange Act of 1934 requires Axsys directors, executive officers and any persons who beneficially own more than 10% of a registered class of
Axsys equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity
securities of Axsys. Officers, directors and stockholders owning more than 10% are required by SEC regulation to furnish Axsys with copies of all
Section 16(a) reports they file. To Axsys knowledge, based solely on the information furnished to Axsys, all applicable Section 16(a) filing
requirements were complied with during the year ended December 31, 2008.
STOCKHOLDER PROPOSALS FOR 2010 ANNUAL
MEETING
Stockholders who intend to
present proposals at the next annual meeting of stockholders, and who wish to have such proposals included in the proxy statement and form of proxy for
such meeting, pursuant to the mechanism provided by SEC rules, must submit such proposals in writing to the Secretary of Axsys Technologies, Inc., 175
Capital Boulevard, Suite 103, Rocky Hill, Connecticut 06067, and such notice must be received no later than November 21, 2009.
Stockholders who do not wish to
use the mechanism provided by SEC rules for proposing a matter for action at the next annual meeting to be provided in a proxy statement must notify
Axsys in writing of the proposal and the information required by the provisions of Axsys By-Laws dealing with stockholder proposals. The notice
must be submitted in writing to Axsys generally not less than 60 days nor more than 90 days in advance of an annual meeting. It is presently
anticipated that next years annual meeting will be held on May 6, 2010 and, accordingly, any stockholder proposal for next years meeting
submitted to Axsys on or between February 5, 2010 and March 7, 2010 will be considered submitted on a timely basis. With respect to any proposals that
are not filed timely, proxies solicited by Axsys for the 2010 Annual Meeting may confer discretionary authority to vote on any of those proposals. A
copy of Axsys By-Laws that describes the advance-notice procedures can be obtained from the Secretary of Axsys.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS FOR THE
STOCKHOLDER MEETING TO BE HELD ON MAY 7, 2009
This Proxy Statement and our
Annual Report for the year ended December 31, 2008 are available free of charge via the Internet at
http://materials.proxyvote.com/054615.
ANNUAL REPORT ON FORM 10-K
A copy of Axsys Annual
Report on Form 10-K for the fiscal year ended December 31, 2008, as filed with the SEC, will be provided to stockholders without charge upon receipt of
a written request to: Investor Relations, Axsys Technologies, Inc., 175 Capital Boulevard, Suite 103, Rocky Hill, Connecticut 06067.
March 20, 2009
23
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED FOR THE PROPOSALS.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOR all nominees
listed to the left
(except as listed
below)
|
WITHHOLD
AUTHORITY to vote
for all nominees
listed to the left
|
*EXCEPTIONS
|
|
|
|
|
|
|
|
|
|
1.
|
Election of Directors
Nominees for election by
holders of Common Stock:
|
o
|
o
|
o
|
|
|
|
|
|
|
|
|
|
|
01 Stephen W. Bershad,
|
|
|
|
|
|
02 Anthony J. Fiorelli, Jr.,
|
|
|
|
|
|
|
03 Eliot M. Fried,
|
|
|
|
|
|
|
04 Richard F. Hamm, Jr., and
|
|
|
|
|
|
|
05 Robert G. Stevens
|
|
|
|
|
|
|
|
|
|
|
|
(INSTRUCTIONS: To
withhold authority to vote for any individual nominee, mark
the Exceptions
box above and write that nominees name in the space provided below.)
|
|
|
|
|
|
|
|
*Exceptions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Please
mark
your votes as
indicated in
this example
|
x
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
I plan to attend the meeting.
|
o
|
|
|
|
|
|
|
|
|
|
|
|
|
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark Here for Address
Change or Comments
SEE REVERSE
|
o
|
|
|
|
|
Signature
_______________________________ Signature _____________________________ Date _______________
|
|
|
|
Please sign exactly as name appears above. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If partnership, please sign in partnership name by authorized person.
|
|
WE ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE VOTING,
BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK.
Internet and telephone voting is available through 11:59 PM Eastern
Time
the day prior to the annual meeting day.
|
|
|
|
|
|
|
|
|
|
|
|
|
Axsys Technologies, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
You can view the Annual Report and Proxy Statement
on the internet at http://materials.proxyvote.com/054615
|
|
|
|
|
|
|
|
|
INTERNET
http://www.proxyvoting.com/axys
|
|
|
|
Use the
Internet to vote your proxy. Have your proxy card in hand when you access the
web site.
|
|
|
|
|
|
OR
|
|
|
|
|
|
TELEPHONE
1-866-540-5760
|
|
|
|
Use any touch-tone telephone to vote your proxy. Have your
proxy card in hand when you call.
|
|
|
|
|
|
If you vote your proxy by Internet or by telephone, you do
NOT need to mail back your proxy card.
|
|
|
|
To vote by mail, mark, sign and date your proxy card and
return it in the enclosed postage-paid envelope.
|
|
|
|
Your Internet or telephone vote
authorizes the named proxies to vote your shares in the same manner as if you
marked, signed and returned your proxy card.
|
|
PX44818
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AXSYS TECHNOLOGIES, INC.
ANNUAL MEETING OF STOCKHOLDERS May 7, 2009
PROXY
This Proxy is Solicited by the Board of Directors
|
|
|
|
|
|
|
|
|
|
The undersigned hereby appoints Stephen W. Bershad and David A. Almeida, and each of them, the
attorneys and proxies of the undersigned (each with power to act without the other and with power of
substitution) to vote, in accordance with the terms of this proxy, all shares of Common Stock of Axsys
Technologies, Inc., which the undersigned may be entitled to vote at the Annual Meeting of Stockholders to be
held at the Hartford Marriott Rocky Hill at Corporate Ridge, 100 Capital Boulevard, Rocky Hill, Connecticut, on
the 7th day of May 2009, at 10:00 a.m., and any adjournment or postponement thereof, upon all matters which
may properly come before said meeting.
This proxy when properly executed will be voted in the manner directed herein by the undersigned
stockholder. If no direction is made, this proxy will be voted FOR ALL NOMINEES FOR DIRECTOR.
(Continued, and to be dated and signed, on reverse side)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BNY MELLON SHAREOWNER SERVICES
|
|
|
|
|
Address Change/Comments
|
|
P.O. BOX 3550
|
|
|
|
|
(Mark the corresponding box on the reverse side)
|
|
SOUTH HACKENSACK, NJ 07606-9250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Choose
MLink
SM
for fast, easy and secure 24/7 online access to your future proxy
materials, investment plan statements, tax documents and more. Simply log on
to
Investor ServiceDirect
®
at
www.bnymellon.com/shareowner/isd
where
step-by-step instructions will prompt you through enrollment.
|
|
|
|
|
PX44818
|
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED FOR THE PROPOSALS.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOR all nominees
listed to the left
(except as listed
below)
|
WITHHOLD
AUTHORITY to vote
for all nominees
listed to the left
|
*EXCEPTIONS
|
|
|
|
|
|
|
|
|
|
1.
|
Election of Directors
Nominees for election by
holders of Common Stock:
|
o
|
o
|
o
|
|
|
|
|
|
|
|
|
|
|
01 Stephen W. Bershad,
|
|
|
|
|
|
02 Anthony J. Fiorelli, Jr.,
|
|
|
|
|
|
|
03 Eliot M. Fried,
|
|
|
|
|
|
|
04 Richard F. Hamm, Jr., and
|
|
|
|
|
|
|
05 Robert G. Stevens
|
|
|
|
|
|
|
|
|
|
|
|
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark the
Exceptions box and write that nominees name in the space provided below.)
|
|
|
|
|
|
|
|
*Exceptions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Please
mark
your votes as
indicated in
this example
|
x
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
In their discretion, the Proxies are authorized to vote upon such other business as
may properly come before the meeting.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
I plan to attend the meeting.
|
o
|
|
|
|
|
|
|
|
|
|
|
|
|
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark Here for Address
Change or Comments
SEE REVERSE
|
o
|
|
|
|
|
Signature
_______________________________ Signature _____________________________ Date _______________
|
|
|
|
Please sign exactly as name appears above. When shares are held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full
title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If partnership, please
sign in partnership name by authorized person.
|
|
WE ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE VOTING,
BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK.
Internet and telephone voting is available through 11:59 PM Eastern
Time
the day prior to annual meeting day.
|
|
|
|
|
|
|
|
|
|
|
|
|
Axsys Technologies, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
You can view the Annual Report and Proxy Statement
on the internet at http://materials.proxyvote.com/054615
|
|
|
|
|
|
|
|
|
INTERNET
http://www.proxyvoting.com/axys-esop
|
|
|
|
Use the Internet to vote your proxy. Have
your proxy card in hand when you access
the web site.
|
|
|
|
|
|
OR
|
|
|
|
|
|
TELEPHONE
1-866-540-5760
|
|
|
|
Use any touch-tone telephone to vote
your proxy. Have your proxy card in
hand when you call.
|
|
|
|
|
|
If you vote your proxy by Internet or by telephone, you
do NOT need to mail back your proxy card.
|
|
|
|
To vote by mail, mark, sign and date your proxy card and
return it in the enclosed postage-paid envelope.
|
|
|
|
Your Internet or telephone vote authorizes the named proxies
to vote your shares in the same manner as if you marked,
signed and returned your proxy card.
|
|
45724-blk
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AXSYS TECHNOLOGIES, INC.
ANNUAL MEETING OF STOCKHOLDERS May 07, 2009
VOTING INSTRUCTIONS
This Proxy is Solicited by the Board of Directors
|
|
|
|
|
|
|
|
|
|
The undersigned hereby authorizes and directs Fidelity Investments Institutional Services Company, Inc., as
trustee (the Trustee), of Axsys Technologies, Inc. Employees Retirement Savings Plan to vote for the
undersigned, in person or by proxy, as herein stated at the Annual Meeting of Stockholders of Axsys
Technologies, Inc. (the Company) to be held at the Hartford Marriott Rocky Hill at Corporate Ridge, 100
Capital Boulevard, Rocky Hill, Connecticut, on the 7th day of May 2009, at 10:00 a.m., and any adjournment
thereof, all shares of Common Stock of the Company allocated to the account of the undersigned under such
plan, on the proposals set forth on the reverse side hereof and in accordance with the Trustees discretion on
any other matters that may properly come before the meeting or any adjournments or postponement thereof.
The undersigned hereby acknowledges receipt of the Notice and Proxy Statement.
This proxy when properly executed will be voted in the manner directed herein by the undersigned
stockholder. If no direction is made, this proxy will be voted FOR ALL NOMINEES FOR DIRECTOR.
(Continued, and to be dated and signed, on reverse side)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BNY MELLON SHAREOWNER SERVICES
|
|
|
|
|
Address Change/Comments
|
|
P.O. BOX 3550
|
|
|
|
|
(Mark the corresponding box on the reverse side)
|
|
SOUTH HACKENSACK, NJ 07606-9250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Choose
MLink
SM
for fast, easy and secure 24/7 online access to your future proxy
materials, investment plan statements, tax documents and more. Simply log on
to
Investor ServiceDirect
®
at
www.bnymellon.com/shareowner/isd
where
step-by-step instructions will prompt you through enrollment.
|
|
|
|
|
45724-blk
|
Axsys (NASDAQ:AXYS)
Gráfica de Acción Histórica
De Abr 2024 a May 2024
Axsys (NASDAQ:AXYS)
Gráfica de Acción Histórica
De May 2023 a May 2024