SCHEDULE 14A
INFORMATION
Proxy Statement
Pursuant To Section 14(a) of the
Securities Exchange
Act of 1934
(Amendment No. )
|
|
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 §240.14a-12
|
First Hartford
Corporation
(Name of Registrant
as Specified In Its Charter)
____________________________________________________________
(Name of Person(s)
Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate
box):
[
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:
FIRST HARTFORD CORPORATION
P.O. Box
1270
149 Colonial Road
Manchester, CT 06045-1270
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
January 17, 2018
We will hold the FY 2017 annual meeting of
shareholders (the “
Annual Meeting
”) of First Hartford Corporation, a
Maine corporation (the “
Company
”), at The Hartford Club – 46 Prospect
Street, Hartford, CT on Wednesday, January 17, 2018 at 10:00 a.m. local time.
At the Annual Meeting, shareholders will be asked to
consider and vote upon the following matters:
1.
The election of five (5) directors
nominated to serve on the Company’s Board of Directors.
2.
To approve the Company suspending
or terminating its filing obligations with the U.S. Securities and Exchange
Commission, also called “Going Dark”, once the Company is eligible.
3.
The conduct of other business if
properly raised before the Annual Meeting or any adjournments thereof.
The Board of Directors of the Company
believes that the election of the director nominees being submitted to the
shareholders is in the best interests of the Company and its shareholders and
urges you to vote “FOR ALL” of the director nominees.
The Board of Directors has fixed the close
of business on November 21, 2017 as the record date for the Annual Meeting.
Only shareholders of record at the close of business on the record date are
entitled to notice of, and to vote at, the Annual Meeting or any adjournments
thereof.
All shareholders are invited to attend the
Annual Meeting. Whether or not you contemplate attending the Annual Meeting,
we suggest that you promptly mark, sign and return the enclosed proxy in the
accompanying envelope. In the event that you attend the Annual Meeting, you
may vote in person, even if you have returned a proxy. You may also revoke the
proxy that you have submitted at any time before it is exercised by delivering
a properly executed, later-dated proxy or a written revocation of your proxy to
the Secretary of the Company at any time before the proxies are voted at the
Annual Meeting.
Your vote is important. To vote your
shares, please mark, sign, and date the enclosed proxy and promptly mail it to
the Company in the enclosed return envelope.
|
December 11, 2017
|
By
Order of the Board of Directors,
|
|
|
Neil
H. Ellis
|
|
|
Chairman
|
|
Proxy
Statement
|
Page 1
|
First
Hartford Corporation
|
PROXY STATEMENT
TO
THE EXTENT THAT INFORMATION INCLUDED IN THIS PROXY STATEMENT CONFLICTS WITH
INFORMATION INCLUDED IN PART III OF THE COMPANY’S FORM 10-K FOR THE FISCAL YEAR
ENDED APRIL 30, 2017, THE DISCLOSURES MADE IN THIS PROXY STATEMENT SUPERSEDE
THE DISCLOSURES MADE IN PART III OF THE COMPANY’S FORM 10-K FOR SUCH YEAR.
This proxy statement is furnished to you
in connection with the solicitation of proxies by the Board of Directors of
First Hartford Corporation for use at the FY 2017 annual meeting of
shareholders of First Hartford Corporation (the “
Annual Meeting
”) or any
adjournments thereof. This proxy statement and the accompanying Notice of
Annual Meeting and proxy card are first being mailed to shareholders of record
on or about December 11, 2017. References in this proxy statement to the
“Company,” “First Hartford,” “we,” “us,” and “our” refer to First Hartford
Corporation.
First Hartford is a Maine corporation
founded in 1909. First Hartford engages in the purchase, development,
ownership, management and sale of real estate and provides preferred developer
services for two corporate franchise operators.
QUESTIONS AND ANSWERS
Questions and answers about these proxy materials and
the Annual Meeting are as follows:
|
Question:
|
Where and when will the Annual Meeting
be held?
|
|
Answer:
|
We
will hold the Annual Meeting on Wednesday, January 17, 2018 at 10:00 a.m.,
local time, at The Hartford Club – 46 Prospect Street, Hartford, CT for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders.
|
|
Question:
|
On what proposals am I being asked to
vote?
|
|
|
|
|
Answer:
|
1.
|
The election of five directors, Neil H.
Ellis, John Toic, Jeffrey M. Carlson, William M. Connolly, and Jonathan R. Bellock
nominated to serve on the Company’s Board of Directors;
|
|
|
2.
|
To approve the Company suspending or terminating its
filing obligations with the U.S. Securities and Exchange Commission, also
called “Going Dark”, once the Company is eligible; and.
|
|
|
3.
|
The conduct of other business if properly raised before
the Annual Meeting or any adjournments thereof.
|
|
Question:
|
How
will my proxy be voted?
|
|
Answer:
|
Shares
of our common stock represented by properly executed proxies received in time
for the Annual Meeting, unless previously revoked, will be voted at the Annual
Meeting as specified by the shareholders on the proxies. If a proxy is
returned without voting instructions on a particular matter, the shares
represented will be voted “FOR ALL” of the director nominees.
|
|
Question:
|
Once
I send in my proxy, may I revoke it and change my vote?
|
|
Answer:
|
If
you give a proxy, you have the power to revoke it at any time before it is
voted. You can do so in one of three ways:
|
|
Proxy
Statement
|
Page 2
|
First
Hartford Corporation
|
|
|
-
First, you can send a written, signed notice to our Secretary at
the address given below stating that you revoke your proxy.
-
Second, you can complete and sign a new proxy card stating that
you revoke your earlier proxy and send it to our Secretary at the address given
below.
-
Third, you can attend the Annual Meeting and vote in person with
proper state issued identification. If you elect to vote in person, you must
inform the corporate secretary at or before the start of the meeting so that
your earlier proxy can be cancelled.
|
|
|
You should sign and send any written
notice or new proxy card to Jeffrey M. Carlson, Secretary, First Hartford
Corporation, P.O. Box 1270, 149 Colonial Road, Manchester, Connecticut
06045-1270. You may request a new proxy card by calling Mr. Carlson at (860)
646-6555.
|
|
Question:
|
Which
shareholders will be entitled to receive notice of and vote at the Annual
Meeting?
|
|
Answer:
|
Only
shareholders of record at the close of business on November 21, 2017, the
“record date”, will be entitled to receive notice of and vote at the Annual Meeting.
As of November 4, 2017, as a date as close as possible to the record date of November
21, 2017, there were 2,315,799 shares of common stock of the Company issued and
outstanding.
|
|
Question:
|
How
many votes will be allocated to each share for voting at the Annual Meeting?
|
|
Answer:
|
Each
share of Company common stock is entitled to one (1) vote on each matter on
which holders of Company common stock are entitled to vote.
|
|
Question:
|
What
constitutes a quorum for purposes of conducting business at the Annual Meeting?
|
|
Answer:
|
A
majority of the outstanding shares of Company common stock entitled to vote
must be represented in person or by proxy at the Annual Meeting in order for a
quorum to be present. An abstention and a broker non-vote both count toward the
establishment of a quorum.
|
|
Question:
|
What
is a Broker “Non-Vote”?
|
|
Answer:
|
A
broker “non-vote” occurs when a broker acting as the nominee holding shares for
a beneficial owner does not vote on a particular matter because the nominee
does not have discretionary voting power for that particular matter and has not
received instructions from the beneficial owner.
|
|
Question:
|
What
vote is required to approve electing the directors at the Annual Meeting?
|
|
Answer:
|
Each director will be elected by the affirmative vote
of a plurality of the votes cast in person or by proxy in the election at the
Annual Meeting whether in person or by proxy.
|
|
Question:
|
What
vote is required to approve the Company suspending or terminating its filing
obligations with the Securities and Exchange Commission, also called “Going
Dark”?
|
|
Proxy
Statement
|
Page 3
|
First
Hartford Corporation
|
|
Answer:
|
The affirmative vote of a majority of our common stock
outstanding is recommended to approve the Company suspending or terminating its
filing obligations with the Securities and Exchange Commission, also called
“Going Dark”. But this action is not required to be submitted to the
shareholders for a vote, and could alternatively be executed by an affirmative
vote of the Board of Directors without any vote input by the shareholders.
Further, the chairman of the Company holds a majority of voting stock of the
Company and thus, alone, he can cast a vote to approve the action sought. But
because the shares are thinly traded, and since the chairman controls a
majority of the shares, it was decided to effectively poll the shareholders
through a vote on the topic. If a majority of the public actively votes in
opposition to the Company Going Dark, the Board and management may reconsider
so proceeding.
|
|
Question:
|
What
will be the effect of abstentions and broker non-votes have on the vote on the
matters to be acted upon at the Annual Meeting?
|
|
Answer:
|
Abstentions and broker non-votes will have no effect
on the election of directors. The effect of an abstention or a broker
non-vote, if any, on the Going Dark question as it is a “routine” matter, is
the same as that of a vote against the proposal. However, the Company will not
consider abstentions and broker non-votes as “active” votes for purposes of the
potential of reconsidering taking action to Go Dark as discussed in Item 2 of
this proxy statement.
|
|
Question:
|
Who
will count the votes for the Annual Meeting?
|
|
Answer:
|
Our transfer agent provides vote tabulating services
and a certified report of the tabulation will be provided. Ballots at the
meeting will be counted by the inspectors and judges of election at the
meeting; it is anticipated that two officers of the Company will serve as the
inspectors and judges of election.
|
|
Question:
|
Who
will solicit proxies for the Annual Meeting and who will bear the cost of such
solicitation?
|
|
Answer:
|
The Board of Directors are soliciting proxies, the
form of which is enclosed, for the Annual Meeting. The cost of this
solicitation will be borne by the Company. Our officers, directors or regular
employees may communicate with shareholders personally or by mail, e-mail, telephone,
telegram or otherwise for the purpose of soliciting proxies but will receive no
additional compensation for such solicitations. We and our authorized agents
will request brokers or other custodians, nominees and fiduciaries to forward
proxy soliciting material to the beneficial owners of shares held of record by
these persons and will reimburse their reasonable out-of-pocket expenses in
forwarding the material.
|
|
Question:
|
Will
a copy of this year’s Annual Report be sent to me?
|
|
Answer:
|
Copies
of our Annual Report on Form 10-K for the fiscal year ended April 30, 2017 are
being delivered to shareholders together with this proxy statement.
|
|
Question:
|
Does
the Company expect representation of its independent registered public accounting
firm to be present and available to answer questions at the Annual Meeting?
|
|
Answer:
|
Representatives
of our auditors, Mahoney Sabol & Company are not expected to be present at
our Annual Meeting and thus will not have an opportunity to make a statement there.
The Company believes that Mahoney Sabol & Company’s presence is not
required as they are expected to be available to respond to appropriate
questions submitted in writing to Mr. Carlson prior to or at the Annual
Meeting.
|
|
Proxy
Statement
|
Page 4
|
First
Hartford Corporation
|
ITEM
1 - ELECTION OF DIRECTORS
It is the intention of the persons named
in the enclosed form of proxy, unless such proxy specifies otherwise, to vote
the shares represented by such proxy “FOR ALL” of the director nominees listed
below and that they will hold office until the next annual meeting of
shareholders or until their respective successors have been duly elected and
qualified.
The number of nominees was determined by
the Board of Directors pursuant to the Company’s Bylaws. The Company has no
reason to believe that any of the nominees will become unavailable to serve as
directors for any reason before this year’s Annual Meeting. If, for any
reason, any nominees for director are unable or unavailable to serve or for
good cause will not serve, the shares represented by the accompanying proxy
will be voted for a substitute nominee designated by the Board or the size of
the Board may be reduced.
Certain information regarding each nominee
is set forth in the table and text below. The number of shares, if any,
beneficially owned by each nominee is listed below under “Security Ownership of
Certain Beneficial Owners and Management.”
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth: (i) the
names and ages of the nominees for election to director; (ii) the other
positions and offices presently held by such persons with the Company; (iii)
the period during which such persons have served on the Board of Directors of
the Company; (iv) the expiration of each director’s term as director; and (v)
the principal occupations and employment of the persons. Additional
biographical information for each person follows the table. Each nominee has
consented to being named in this proxy statement as a nominee for election as
director and has agreed to serve if elected. There are no arrangements or
understandings between any of the nominees and any other person pursuant to
which such nominee was or is to be selected as such.
Nominees of Directors for Election at FY 2017 Annual
Meeting
|
Name
|
Age
|
Position
|
Expiration of
Term
|
Period of Board
Service
|
Period of Service as
Executive Officer
|
|
Neil H. Ellis
|
89
|
Chairman and director
|
January 31, 2019
|
1966 - Present
|
1968 - Present
|
|
John Toic
|
45
|
President and director
|
January 31, 2019
|
2015 - Present
|
2015 - Present
|
|
Jeffrey M. Carlson
|
62
|
General Counsel, Secretary,
and director
|
January 31, 2019
|
2015 - Present
|
2015 - Present
|
|
William M. Connolly
|
68
|
Managing Partner of
Connolly & Partners, and director
|
January 31, 2019
|
2015 - Present
|
N/A
|
|
Jonathan Bellock
|
31
|
Vice President and director
|
January 31, 2019
|
2017 - Present
|
2017 - Present
|
Executives or Directors
Not Standing for Re-election:
|
David B. Harding
|
73
|
Retired
Vice President and director
|
Nov. 20, 2017
|
1998 –Nov 2017
|
1992 - Nov. 2017
|
Nominees for Directors
Neil H. Ellis
served as President and as a director of the Company
since 1966 until 2015, at which time he resigned as President and continued as
Chairman of the Board. Mr. Ellis also serves as President and a director of
Green Manor Corporation, a holding company owned by Mr. Ellis and his wife, and
as a Vice President of Journal Publishing Company, Inc., a corporation that
publishes a newspaper in New England, which is owned by Green
Manor Corporation. Mr. Ellis also serves as a director of
the Gerald P. Murphy Cancer Foundation and as a trustee of the Jonathan G.
Ellis Leukemia Foundation.
|
Proxy
Statement
|
Page 5
|
First
Hartford Corporation
|
John Toic
was appointed President of the Company and elected a director in 2015. He has
been employed by the Company since 2003. In 2005, he was placed in charge of
the then newly formed fee-for-service segment (preferred developer services to
CVS and Cumberland Farms). Prior to 2003, Mr. Toic was Assistant Director of
Administration for the City of Cranston, RI.
Jeffrey M. Carlson
has been serving as General Counsel since 2000 and has been counsel to
the Company since 1981. He was appointed to be Secretary of the Company and
elected a director of the Company in 2015. He is admitted to practice law in
the State of Connecticut since 1981, and holds both a B.A. from Fairfield
University and a law degree from Southwestern University School of Law.
William M. Connolly
has been a director of the Company since 2015. Mr. Connolly has been the
Managing Partner of Connolly and Partners, LLC (75% owned by the Company) since
2005. Connolly and Partners develops mixed income and affordable housing which
comprises the Housing portion of the Company. Mr. Connolly has been involved
in the management development and redevelopment of real estate since 1972.
Jonathan R. Bellock
was appointed a director of the Company on November 20, 2017 to fill
the vacancy created upon Mr. Harding’s retirement. Mr. Bellock became vice
president to the Company also on November 20, 2017. Mr. Bellock received his
Bachelor of Arts at Union College and has been with the company since 2009. In
2011, he opened and began operating a new regional office in Houston, TX. Since
2011, he has worked in Houston, TX on project acquisition and development in
both the fee-for-service and shopping center development programs. Mr. Bellock
is the grandson of Mr. Ellis, the chairman of the Company; please see: “Family
Relationships”.
Although the Company does not have an Independent
Audit Committee, the directors bring to the Board the background and experience
of people who would otherwise be eligible to be on the Audit Committee.
The Board does not have a policy with regard of diversity
in identifying nominees for Directors.
Executives or Directors
Not Standing for Re-election:
David B. Harding
retired as an executive officer and director of the Company on
November 20, 2017. He had been a Vice President of First Hartford since 1992
and a director of the Company since 1998. The Company appreciates Mr.
Harding’s dedicated and valuable service to the Company.
Family
Relationships
Jonathan R. Bellock, was appointed a director and an executive
officer of the Company on November 20, 2017. Mr. Bellock is the grandson of
Mr. Ellis, the chairman of the Company. Mr. Ellis is also the majority
shareholder of the Company’s common stock. Mr. Bellock owns 23,763 shares of
the Company. Mr. Ellis and Mr. Bellock disclaim formation of or acting as a
group.
|
Proxy
Statement
|
Page 6
|
First
Hartford Corporation
|
Recommendation
and Vote Required
A director will be
elected by the affirmative vote of a plurality of the votes cast in person or
by proxy in the election at the Annual Meeting.
THE COMPANY’S BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS A VOTE “FOR ALL” OF THE DIRECTOR NOMINEES.
CORPORATE
GOVERNANCE
Board Composition and Committee Memberships
The Board of Directors is composed of Neil
H. Ellis, John Toic, Jeffrey M. Carlson, William M. Connolly, and Jonathan R.
Bellock. The Board of Directors in its entirety performs such functions as
would otherwise be performed by an audit committee, compensation committee and
nominating and corporate governance committee.
Director Independence
The
Board of Directors has determined that none of the director nominees, each of
whom currently serves on the Board or is nominated to serve, are either
“independent” within the meaning of The NASDAQ Stock Market (“
Nasdaq
”)
independence standards or for purposes of Section 10A(m)(3) of the Securities
Exchange Act of 1934, as amended (the “
Exchange Act
”)
relating to audit committees.
Meetings
of the Board of Directors
There were 14 board meetings during the
period May 1, 2016 to the present approving various guaranties of the Company
to affiliates/subsidiaries for various construction/development projects and/or
refinancing of existing loans for developed projects. There was a quorum at
all of these meetings.
The Board of Directors does not have a standing audit,
compensation or nominating and corporate governance committee, or committees
performing similar functions. The Board of Directors does not believe a
standing nominating and corporate governance committee is necessary because the
full Board of Directors currently participates in the consideration of director
nominees. The Board of Directors does not have a charter with respect to the
duties it fulfills in its nominating capacity. Mr. Ellis is the grandfather of Mr. Bellock. Messrs. Ellis, Toic, Carlson, and Bellock are members
of our management and Mr. Ellis has various business relationships with First
Hartford described under “Certain Relationships and Related Transactions.
Mr. Ellis is Chairman of the Board of Directors and,
as such, is the Company’s principal executive officer. It is not feasible at
this time given the ownership, economics and size of the Company that an
Independent Chairman be appointed. If and when Mr. Ellis chooses to retire,
the issue will be revisited.
Selection of Director Candidates
The Board of Directors will give
consideration to director candidates recommended by shareholders in accordance
with the procedures described under “Shareholder Proposals” described within.
When considering nominations for membership on the Board, whether submitted by
shareholders or otherwise, the Board of Directors will seek to identify persons
who the board believes to have the highest capabilities, judgment and ethical
standards and who have an understanding of our business.
|
Proxy
Statement
|
Page 7
|
First
Hartford Corporation
|
Shareholder
Communications with our Board of Directors
The Board of Directors has implemented a
process by which shareholders may communicate with our Board of Directors.
Shareholders may communicate with any of our directors by writing to them c/o First
Hartford Corporation, P.O. Box 1270, 149 Colonial Road, Manchester, Connecticut 06045-1270.
Audit
Committee
The Company does not have an audit
committee or an audit committee charter; accordingly, the entire Board of
Directors performs the functions described in the audit committee report set
forth below. Messrs. Ellis, Toic, Carlson, and Harding were members of our
management as of the date of the report, and Mr. Connolly is an employee of the
Company through serving as a managing partner of a 75% affiliate of the Company.
Mr. Harding resigned from the Board and the audit committee as of November 20,
2017; on such date Jonathan R. Bellock was appointed to the Board and to the
audit committee. Mr. Ellis is the grandfather of Mr. Bellock. Also, Mr. Ellis
has various business relationships with First Hartford described under “Certain
Relationships and Related Transactions” herein. Thus, none of the members of
the Board of Directors meet the criteria for independence established by Nasdaq
or other self-regulatory organizations. The Company does not otherwise meet
the eligibility requirements for listing on Nasdaq or other self-regulatory
organizations.
The Board has not determined whether any
member of the Board of Directors qualifies as an “audit committee financial
expert”, as such term is defined in Item 407(d)(5)(ii) of Regulation S-K.
Audit Committee Report
The Board of Directors has:
(a) reviewed and
discussed our audited financial statements;
(b) discussed with our
independent auditors the matters required to be discussed by the Statement on
Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1,
AU §380), as adopted by the Public Company Accounting Oversight Board in Rule
3200T; and
(c) received the
written disclosures and the letter from our auditors required by applicable
requirements of the Public Company Accounting Oversight Board regarding the
independent accountant’s communication with the audit committee concerning
independence and discussed the independence of our auditors with our
independent auditors.
Based on the review and discussions
described above, the Board of Directors approved the inclusion of our audited consolidated
financial statements in our Annual Report on Form 10-K for the fiscal year
ended April 30, 2017.
The Board of Directors
Neil
H. Ellis (Chairman)
John
Toic
Jeffrey
M. Carlson
William
M. Connolly
David
B. Harding
Compensation Committee
The Company does not have a
separately designated compensation committee or a compensation committee
charter because it believes that, in a company of its size with no independent
Directors, it is most
appropriate for the full Board to
serve this function. Each member of the Board (with the exception of Mr.
Connolly) was a named executive officer of the Company during the fiscal year
ended April 30, 2017.
Mr. Connolly is an
employee of the Company through serving as a managing partner of a 75%
affiliate of the Company. Mr. Harding resigned from the Board and the
compensation committee as of November 20, 2017; on such date Jonathan R.
Bellock was appointed to the Board and to the compensation committee. Mr.
Ellis is the grandfather of Mr. Bellock.
From time
to time the Board has engaged a compensation consultant to advise it with
regard to compensation matters. No compensation consultant was engaged by the
Board in connection with compensation matters for the fiscal year ended April
30, 2017.
|
Proxy
Statement
|
Page 8
|
First
Hartford Corporation
|
Compensation Committee Interlocks and Insider
Participation
During the fiscal year ended April
30, 2017, Mr. Ellis (who served as our Chairman), Mr. Toic (who served as our
President), Mr. Carlson (who served as our Secretary), and Mr. Harding (who
served as our Vice President and retired November 20, 2017), each participated
in the Company's deliberations regarding executive compensation. Mr. Bellock
will participate in future deliberations.
Mr.
Ellis is the grandfather of Mr. Bellock.
It is noted
that
Mr. Ellis is the president and a director of Green Manor
Corporation and has various business relationships with First Hartford
described under “Certain Relationships and Related Transactions”.
Certain
Relationships and Related Transactions
(a)
Parkade Center Inc. (a wholly
owned subsidiary of First Hartford Corporation) has a 1.99% interest in
Hartford Lubbock Parkade LP II, a partnership, which owns a shopping center in
Lubbock, Texas. Lubbock Parkade Inc., a wholly owned subsidiary of Journal
Publishing Inc., owns 98.01% of the Partnership. Journal Publishing Inc. is
owned by Neil H. Ellis, the Chairman of First Hartford Corporation, and his
wife Elizabeth, through their ownership of Green Manor Inc. First Hartford
Realty Corporation manages the property and receives a 4% management fee, which
is the industry norm for a shopping center.
For the fiscal years ended April 30, 2017 and 2016, Parkade
Center Inc. and First Hartford Realty Corporation earned the following:
|
|
2017
|
2016
|
|
Management
Fee (at 4%)
|
$70,554
|
$71,217
|
|
|
|
|
For the years ended April 30, 2017 and 2016, Parkade
Center Inc. received distributions of $17,802 and $7,264, respectively. For
the years ended April 30, 2017 and 2016, Lubbock Parkade Inc. received
distributions of $962,378 and $312,000, respectively, from Hartford Lubbock LP
II.
(b) Jonathan
R. Bellock, was appointed a director and an executive officer of the Company on
November 20, 2017. Mr. Bellock is the grandson of Mr. Ellis, the chairman of
the Company. Mr. Ellis is also the majority shareholder of the Company’s
common stock. Mr. Bellock owns 23,763 shares of the Company. Mr. Ellis and
Mr. Bellock disclaim formation of or acting as a group.
Principal Accountant Fees and Services
On December 5, 2013, the Company engaged Mahoney,
Sabol & Company, LLP to audit 2012 and 2013, which engagement has been
renewed annually through 2017.
The amounts in the table below represent fees paid to
Mahoney, Sabol & Company, LLP during the following fiscal years:
|
|
2017
|
2016
|
|
Audit Fees
(1)
|
$128,000
|
$125,000
|
|
Audit Related Fees
(2)
|
19,000
|
-0-
|
|
Tax Fees
|
-0-
|
-0-
|
|
All Other Fees
(3)
|
4,922
|
-0-
|
|
Proxy
Statement
|
Page 9
|
First
Hartford Corporation
|
(1)
Includes fees for the audit of the
Company’s annual financial statements included in its Annual Report on Form
10-K and Form 10-Q’s filed quarterly.
(2)
Fees for the audit of one of the
Company’s subsidiaries.
(3)
Fees for the review of CAM charges
at one of the Company’s subsidiaries.
Audit Committee Pre-Approval Procedures
Because the Company has no separately
designated audit committee or charter, the functions of an audit committee are
performed by the entire Board of Directors. The Board has not adopted a formal
policy, but follows a standard practice concerning the pre-approval of audit
and non-audit services to be provided by the Company’s independent registered
public accounting firm. The practice requires that all services to be
performed by the Company’s independent registered public accounting firm,
including audit services, audit-related services and permitted non-audit
services, be pre-approved by the Board of Directors. The Company’s independent
registered public accounting firm submits an engagement letter to the Board
outlining the services it proposes to perform, and the letter is signed and
agreed to by the Chairman. At subsequent Board of Directors meetings, the
Board of Directors may receive updates on services being provided by the
independent registered public accounting firm. Since May 6, 2003, the
effective date of the SEC rule applicable to services being provided by the independent
accountants, each new engagement of the Company’s independent registered public
accounting firm was approved in advance by the Board of Directors.
|
Proxy
Statement
|
Page 10
|
First
Hartford Corporation
|
EXECUTIVE COMPENSATION
Summary Compensation Table
|
Name& Principal Position
|
Year
|
Salary
|
Bonus
|
Stock
Awards
|
Option
Awards
|
Non-Equity
Incentive
Plan
Compensation
|
Non-qualified
Deferred
Compensation
Earnings
|
All
Other
Compensation
|
Total
|
|
Neil H. Ellis,
Chairman
|
2017
|
$399,989
|
$-0-
|
$-0-
|
$-0-
|
$-0-
|
$-0-
|
$-0-
|
$399,989
|
|
|
2016
|
$400,000
|
$-0-
|
$-0-
|
$-0-
|
$-0-
|
$-0-
|
$-0-
|
$400,000
|
|
John Toic, President
|
2017
|
$400,000
|
$75,000
|
$-0-
|
$-0-
|
$-0-
|
$-0-
|
$8,477
(1)
|
$483,477
|
|
|
2016
|
$201,455
|
$299,166
|
$-0-
|
$-0-
|
$-0-
|
$-0-
|
$11,090
(1)
|
$511,711
|
|
Jeffrey Carlson,
General Counsel & Secretary
|
2017
|
$175,000
|
$25,000
|
$-0-
|
$-0-
|
$-0-
|
$-0-
|
$7,710
(1)
|
$207,710
|
|
|
2016
|
$175,000
|
$25,000
|
$-0-
|
$-0-
|
$-0-
|
$-0-
|
$7,682
(1)
|
$207,682
|
|
Jonathan R.
Bellock, Vice President
|
2017
|
$100,558
|
$60,000
|
$-0-
|
$-0-
|
$-0-
|
$-0-
|
$6,475
(1)
|
$167,033
|
|
|
2016
|
$78,535
|
$30,000
|
$-0-
|
$-0-
|
$-0-
|
$-0-
|
$3,844
(1)
|
$112,379
|
|
Eric Harrington,
Treasurer
|
2017
|
$140,000
|
$-0-
|
$-0-
|
$-0-
|
$-0-
|
$-0-
|
$5,616
(1)
|
$145,616
|
|
|
2016
|
$134,616
|
$-0-
|
$-0-
|
$-0-
|
$-0-
|
$-0-
|
$4,457
(1)
|
$139,073
|
|
William Connolly,
Managing Director of Connolly and
Partners, LLC
|
2016
|
$149,993
|
$55,460
|
$-0-
|
$-0-
|
$-0-
|
$-0-
|
$6,358
(1)
|
$211,811
|
|
|
2015
|
$149,988
|
$72,243
|
$-0-
|
$-0-
|
$-0-
|
$-0-
|
$4,979
(1)
|
$227,210
|
|
David B. Harding,
retired as
Vice President
(2)
|
2017
|
$113,738
|
$-0-
|
$-0-
|
$-0-
|
$-0-
|
$-0-
|
$-0-
|
$113,738
|
|
|
2016
|
$150,010
|
$-0-
|
$-0-
|
$-0-
|
$-0-
|
$-0-
|
$5,681
(1)
|
$155,691
|
Footnote
1
: The compensation referenced is
compensation received by each respective person under the Company’s 401(k)
deferred compensation plan and predecessor SIMPLE IRA plan.
Footnote
2
: Mr. Harding was serving until the date of his retirement, November 20,
2017. Compensation totaling $20,960 will be paid to him from November 21, 2017
through January 2, 2018 as a post-employment Board-approved severance benefit
for Mr. Harding’s loyalty and long-term service to the Company.
|
Proxy
Statement
|
Page 11
|
First
Hartford Corporation
|
STOCK OPTIONS
The
Company does not have a stock option plan.
BENEFITS
AND PERQUISITES
Medical
All employees, including executive officers, working
over 30 hours a week are entitled to Company-paid medical insurance of which
the employee pays, family $109 a week, employee and spouse $97 a week, and
employee alone $44 a week.
Mr.
Ellis has opted out of the Company plan and is covered by Medicare.
Disability
Short-term
(up to 180 days)
Non-management employees receive the first
week week’s pay at 100% of their salary or rate of pay when out on short term
disability. The following weeks (based on years of service - one week per year
of service) are paid at 70% of salary or rate of pay. Any additional weeks are
paid at 60% of salary or rate of pay. The maximum benefit will not exceed
$6,000 a month and ends at the 180
th
day of disability, at which
time the long-term disability insurance takes effect.
Management employees, as defined by the Company and including
executive officers, receive 100% of their pay for the first 180 days of
disability and, thereafter, the long-term disability insurance takes effect.
Long-term
(over 180 days)
After 180 days of disability, employees receive 60% of
their regular straight-time salary for absences due to long-term illness or
injury until they reach eligibility for Social Security or death. Management
employees, as defined by the Company and including executive officers, will
have the difference between the long-term disability benefits and normal full
salary paid for by the Company as determined by the Board of Directors.
Life Insurance
Each employee of First Hartford, including each
executive officer, is eligible to receive life insurance until such employee reaches
the age of 70 that, in the event of such employee’s death, will provide
proceeds of two times the annual salary of each employee. At the age of 70,
the amount of life insurance proceeds each employee is entitled to receive upon
his death is equal to one times such employee’s annual salary.
Automobiles
To assist management of the Company in carrying out
its responsibilities and to improve job performance, the Company provides all
of its named executive officers with automobiles. The Company cannot
specifically or precisely ascertain the amount of personal benefit, if any,
derived by those officers from such automobiles. However, after reasonable
inquiry, the Company has concluded that the amount of any such personal benefit
is immaterial and does not in any event exceed $10,000 to any officer. No
provision has therefore been disclosed in the Summary Compensation Table for
any such benefit. All of the above mentioned officers are provided
automobiles.
GRANT OF PLAN-BASED AWARDS DURING THE FISCAL YEAR ENDED
APRIL 30, 2017
None of the Company’s named executive officers
received a grant of plan-based compensation during the fiscal year ended April
30, 2017.
|
Proxy
Statement
|
Page 12
|
First
Hartford Corporation
|
BONUSES
APRIL 30, 2017
Prior to December 31, 2015, Mr. Toic’s
base salary was $105,019. In addition, Mr. Toic had an agreement to receive a
$7,500 bonus on each CVS / Cumberland Farms fee for service closing, with a
minimum of $175,000 for any calendar year. During fiscal years 2017 and 2016,
Mr. Toic received bonuses of $-0- and $174,167, respectively, under this
agreement. In addition, in fiscal years 2017 and 2016, Mr. Toic received
bonuses totaling $75,000 and $125,000, respectively, for his work on the sale
of several properties. Beginning on January 1, 2016, Mr. Toic no longer
receives bonuses prospectively (he may still be paid for certain identified
property sales that have not yet occurred as of that date) and his base salary
was increased to $400,000.
In fiscal years 2017 and 2016, Mr. Carlson
received $25,000 bonuses, respectively, for his work on the sale of several
properties.
Mr. Connolly receives commissions equal to
8% of gross management fees paid by the three residential properties. In
fiscal years 2017 and 2016, he received $55,460 and $72,243, respectively.
Mr. Bellock receives a $5,000 bonus on
each CVS fee for service closing in TX. In fiscal years 2017 and 2016, he
received bonuses totaling $60,000 and $27,500, respectively.
OPTION EXERCISES AND STOCK VESTED FOR THE FISCAL YEAR ENDED APRIL 30, 2017
The Company does not have a stock option
plan in effect.
PENSION BENEFITS FOR
THE FISCAL YEAR ENDED APRIL 30, 2017
The Company no longer maintains a defined
benefit pension plan.
NONQUALIFIED
DEFERRED COMPENSATION
FOR THE FISCAL
YEAR ENDED APRIL 30, 2017
On December 1, 2014, the Company adopted a
Deferred Bonus Plan that awarded six employees an annual payment of $21,667
each for three years. Included in these six employees are Mr. Harding, Mr.
Toic, and Mr. Carlson. All of the six employees satisfied the vesting
requirement and received the first two annual payments as of April 30, 2017.
The total expense recorded for this bonus was $390,000, of which $195,000
related to the three named executives.
On March 6, 2014, the Company adopted a
Deferred Bonus Plan for Mr. Harding agreeing to pay him 7% of the amount of any
remaining Operating Reserve held at Clarendon, as defined, payable to the
Company upon approved distribution of the Operating Reserve upon termination of
the Partnership Agreement. There has been no expense recognized as of April
30, 2017 as the event needed to trigger this payment has not yet occurred.
Each employee of First Hartford may
participate in the First Hartford 401(k) Plan (which replaced the First
Hartford SIMPLE IRA on January 1, 2016), a tax-qualified defined contribution
plan, pursuant to which First Hartford will match up to 4% of each employee’s
annual salary. Mr. Ellis has never participated in this plan. The other
officers received Company matching contributions for the fiscal years ended April
30, 2017 and 2016, as reflected in the “All Other Compensation” column of the
Summary Compensation Table above.
POTENTIAL
PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
The Company does not have employment
agreements with any of our named executive officers and does not maintain a
severance policy or arrangement that provides for payments to any named
executive officer in the
event of a termination of
employment or a change in control of the Company. As a result, none of our
named executive officers would have been entitled to any payments or other
benefits if a termination or change in control event had occurred on the last
business day of the Company’s fiscal year ended April 30, 2017.
|
Proxy
Statement
|
Page 13
|
First
Hartford Corporation
|
DIRECTOR
COMPENSATION
The Company’s Board of Directors is
comprised of Neil H. Ellis, John Toic, David B. Harding, Jeffrey M. Carlson, Jonathan
R. Bellock, and William M. Connolly, each of whom (with the exception of Mr.
Connolly) also is a named executive officer of the Company. Mr. Connolly is an
employee of the Company through serving as a managing partner of a 75%
affiliate of the Company. Further, Mr. Harding retired from his service as a
director and executive officer of the Company effective November 20, 2017. No
separate fees are paid to any of the directors for serving on the Board of
Directors, and during the fiscal year ended April 30, 2017, no directors
received any compensation for their service in such capacity. The compensation
received by Messrs. Ellis, Toic, Harding, Carlson, Bellock, and Connolly for
their service as employees of the Company during the fiscal year ended April
30, 2017 is shown in the Summary Compensation Table above.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table
sets forth information concerning the beneficial ownership of Company common
stock as of November 4, 2017, as a date as close as possible to the record date
of November 21, 2017, by each director nominee, by the Company’s named
executive officers, by all directors and executive officers as a group, and by
any individual or group owning more than 5% of Company common stock. Except as
set forth in the table below, the Company knows of no person or group that
beneficially owns 5% or more of the Company common stock. Unless otherwise
specified, all persons listed below have sole voting and investment power with
respect to their shares of Company common stock.
|
Name and Address of
Beneficial Owner
|
Number of Shares
Beneficially Owned
(1)
|
Percent of Stock
(2)
|
|
Neil H. Ellis
|
1,355,326
(3)
|
58.5%
|
|
|
43 Butternut Road
Manchester, CT 06040
|
|
|
|
|
John Filippelli
23 Lakeview Drive
Pawling, NY 12564
|
280,458
(4)
|
12.1%
|
|
|
|
|
|
|
|
Joel Lehrer
231 Atlantic Street, Unit
58
Keyport, NJ 07735
|
200,000
(5)
|
8.6%
|
|
|
|
|
|
|
|
All directors and executive
officers as a group:
6 in number of which 3 are
shareholders:
Mr. Ellis reported above, Mr. Connolly
owns 100 shares of the
Company, and
Mr. Bellock owns 23,763 shares
of the Company.
|
1,379,189
|
59.6%
|
|
|
|
|
|
|
|
____________________
(1)
The securities “beneficially
owned” by an individual are determined in accordance with the definition of
“beneficial ownership” set forth in SEC regulations and, accordingly, may
include securities owned by or for, among others, the wife and/or minor
children of the individual and any other relative who has the same
home as the individual, as well as other securities as to
which the individual has or shares voting or dispositive power. Beneficial
ownership may be disclaimed as to some of the shares. A person is also deemed
to beneficially own shares of Company common stock which such person does not
own but has a right to acquire presently or within sixty days after the mailing
date of this proxy statement.
|
Proxy
Statement
|
Page 14
|
First
Hartford Corporation
|
(2)
Percent of class calculation based
on 2,315,799 shares outstanding as of November 4, 2017, as a date as close as
possible to November 21, 2017, the record date, plus, solely in the case of
persons who own exercisable options, the shares which may be obtained upon the
exercise of such options.
(3)
Includes: 417,183 shares owned by
a corporation that is wholly owned by Mr. and Mrs. Ellis; 18,593 shares owned
beneficially and of record by Mr. Ellis’ wife; and 53,412 shares held as
Trustee of a Trust for Mr. Ellis’ daughters with respect to which Mr. Ellis
disclaims beneficial ownership. Excludes 14,250 shares of Company common stock
held as Trustee for the Jonathan G. Ellis Leukemia Foundation (a charitable
foundation).
(4)
Based on a Schedule 13G jointly filed
by John Filippelli and his wife, Barbara K. Filippelli, with the SEC for period
ending December 31, 2016. Included in Mr. Filippelli’s shares are 279,806
shares over which he has Shared Dispositive Power with his wife and 652 shares
owned by Mrs. Filippelli.
(5)
Based on a Schedule 13G filed by Joel
Lehrer with the SEC on February 11, 2010.
ITEM 2 - “GOING DARK”
The Board of Directors has approved and requests that
the shareholders vote to approve the Company suspending or terminating its
filing obligations with the U.S. Securities and Exchange Commission (“
SEC
”)
also called “Going Dark”, once the Company is so eligible. The Company has
been filing annual, quarterly, and current reports with the SEC on forms 10-K,
10-Q and 8-K, as well as its annual proxy statement on Schedule 14A since 1967.
There were approximately 318 shareholders of record
for the Company’s common stock as of April 30, 2017. A trend the Company has
noticed is the number of shareholders of record has been consistently
attenuating each quarter. The Company anticipates the number of shareholders
of record will fall below 300 in the very near term. Once the number of
shareholders of record falls below 300, subject to other conditions of the SEC’s
Regulations, the Company may be eligible to Go Dark. The Board of Directors is
in favor of the Company “going dark” since doing so would create savings in the
Company’s accounting, legal, and professional expenses since the SEC reporting compliance
obligations would then cease.
The Company estimates its incremental external audit
costs as an SEC reporting company and to comply with Sarbanes-Oxley and general
SEC regulations such as Regulation S-K and Regulation S-X are approximately $40,000
annually. Similarly, the Company incurs incremental external legal compliance
costs with addressing its regulatory burdens under the identified regulations, which
are approximately $20,000 annually. Also, the Company incurs other external professional
and consulting services, such as Annual Report printing and SEC EDGAR
conversion and filing expenses, of approximately $17,000 annually. Finally,
the Company also incurs approximately $15,000 of internal compliance costs of
staff time attending to the audit and legal requirements for its regulatory
burdens under the identified regulations that will no longer be incurred. Thus,
the Company estimates its total SEC reporting company regulatory burden exceeds
$92,000 annually. These cost savings will benefit the profitability of the
Company.
The common stock of the Company currently trades on
the OTC Securities Market under the symbol “FHRT”. The common stock of the
Company has an illiquid trading market and fails to attract any market
following. The trading volume over the past ten years has netted four (4)
trading days exceeding 10,000 shares traded; its highest volume was 21,500
shares on one of those four days over the ten years. Most days volume equals
zero, and on the sporadic trading days most trades range from a volume of a few
hundred shares to under 5,000
shares. The average
volume over the 30 days from September 15 through October 16, 2017 equal 103
shares. The economic impact thus ranges from $300 to up to a rare high mark
over ten (10) years of $15,000 in trading value on the days shares are
exchanged. Yet the economic impact on the Company to remain an SEC reporting
company is heavy as discussed below.
|
Proxy
Statement
|
Page 15
|
First
Hartford Corporation
|
The Company understands that its public shareholders
have freely tradable common stock and that maintaining a trading market is beneficial
for the continued ability of the public shareholders to trade the stock.
Therefore, the Company intends to maintain at least one of its listings in the
Mergent Industrial Manual, the Mergent OTC Industrial Manual, and/or the
Mergent OTC Unlisted Manual which by being tri-published in a “recognized
securities manual” provides the 39 individual states’ securities regulations “manual
exemption” provision under which broker-dealers are free to solicit and trade
stock of the published companies thus permitting secondary trading in the
Company’s stock for investors in up to 39 states. Further, the Company will
attempt to maintain a continued listing through the OTC Securities Market
through its Pink Sheets listings;
however, there can be no assurance that any broker-dealer will make or continue
to make a market in the Company’s common stock; it is required for trading on
the OTC Pink Sheets that at least one broker-dealer make a market in the
Company’s common stock. However, once it
Goes Dark, it is anticipated that the Company’s shares would have far less
visibility and the current limited liquidity may be further constrained in the
market, and the current broker-dealers making markets in the Company’s common
stock may cease doing so.
Once the Company Goes Dark, it will have reduced
regulatory oversight and therefore may be able to implement shareholder
initiatives such as share repurchase programs with less regulatory
restrictions. By Going Dark the Company will produce and share far less
information available to the investing public. Thus investors will often not
have relatively current information on which to base their investment
decisions. However, the Company’s common stock will still be eligible to trade
among public investors and thus continues to be a publicly traded entity and
continues to be subject to the antifraud and insider trading provisions of the
Securities Exchange Act of 1934.
But since so few shares of the Company trade annually
and on a daily basis, the Company believes the value of Going Dark outweighs
the value of providing more information to the public under SEC regulations.
All of the above factors support the decision of the Board for the Company to
Go Dark.
The Company intends to voluntarily file a current
report on a Form 8-K approximately two weeks in advance of suspending or
terminating its Securities Exchange Act of 1934 reporting obligations in order
to provide specific advance notice to its shareholders and the public market.
Vote Required
:
The affirmative vote of a majority of our
common stock outstanding is recommended to approve the Company suspending or
terminating its filing obligations with the Securities and Exchange Commission,
also called “Going Dark”. But this action is not required to be submitted to
the shareholders for a vote, and could alternatively be executed by an
affirmative vote of the Board of Directors without any vote input by the
shareholders. Further, the chairman of the Company holds a majority of voting
stock of the Company and thus, alone, he can cast a vote to approve the action
sought. But because the shares are thinly traded, and since the chairman
controls a majority of the shares, it was decided to effectively poll the
shareholders through a vote on the topic. If a majority of the public actively
votes in opposition to the Company Going Dark, the Board and management may reconsider
so proceeding. However, the Company will not consider abstentions and broker
non-votes as “active” votes for purposes of the potential of reconsidering
taking action to Go Dark.
The Board of Directors recommends a vote FOR Item 2,
“Going Dark”.
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the
Company’s directors and executive officers, and persons who own more than 10%
of a registered class of the Company’s equity securities, to file with the Commission
initial reports of beneficial ownership on Form 3 and reports of changes in
beneficial ownership of the Company’s equity securities on Forms 4 and 5. The
rules promulgated by the Commission under Section 16(a) of the Exchange Act
require those persons to furnish the Company with copies of all reports filed
with the Commission pursuant to Section 16(a). Based solely upon a review of
such forms actually furnished to the Company, and written
representations
of the Company’s directors and executive officers that no forms were required
to be filed, the Company believes that during fiscal year 2017, all directors,
executive officers and 10% shareholders of the Company have filed with the
Commission on a timely basis all reports required to be filed under Section
16(a) of the Exchange Act,
except
that the Company believes that
during fiscal year ended April 30, 2017 that: one 10% shareholder, Mr. John
Filippelli filed three Form 5 filings on a late basis correcting his missed
filings required to have been filed on Form 4 at the times of such transactions
during fiscal years ended April 2014, 2015 and 2016 by filing a late filed Form
5 for each such fiscal year; the late filings report 15 late filed
transactions. Additionally, the wife of such 10% shareholder, Barbara K.
Filippelli, timely filed on a Form 5 for fiscal year ended April 2017 that five
transactions should have been filed on Form 4 at the times of such transactions
and thus the filing reports such as late filed transactions.
|
Proxy
Statement
|
Page 16
|
First
Hartford Corporation
|
SHAREHOLDER PROPOSALS
Shareholders
who intend to present a proposal for action at next year’s Annual Meeting of
Shareholders must notify our management of such intention by notice received at
our principal executive offices not later than June 30, 2018, together with a
copy of the proposal, for such proposal to be included in our proxy statement
relating to such meeting. Shareholders who wish to present a proposal at next
year’s Annual Meeting of Shareholders, but do not wish to have the proposal
included in the proxy statement for the meeting, must give notice of the
proposal to the Secretary of First Hartford no later than 30 days prior to the
next annual meeting in order for the notice to be considered timely under Rule
14a-4(c) of the Exchange Act, which provides that the proxies may have
discretionary authority to vote against such a proposal submitted after such
date without making any disclosure in the 2018 proxy statement.
If the Company changes the date of its 2018
annual meeting to a date more than 30 days from the date of the 2017 Annual
Meeting, then the deadline for submission of shareholder proposals will be
changed to a reasonable time before the Company begins to print and send its
proxy materials. If the Company changes the date of its 2017 annual meeting in
a manner that alters the deadline, the Company will so state under Part II,
Item 5 of the first quarterly report on Form 10-Q it files with the SEC after
the date change, or will notify its shareholders by another reasonable method.
OTHER
MATTERS
The Board is not aware of any other
matters that may come before the Annual Meeting. However, in the event such
other matters come before the Annual Meeting, the persons named on the white
proxy card will have the discretion to vote on those matters using their best
judgment.
Shareholders are urged to mark, sign and
date the enclosed proxy, which is solicited on behalf of the Board, and return
it in the enclosed envelope.
|
|
By Order of the Board of Directors,
|
|
|
Neil
H. Ellis
|
|
December
11, 2017
|
Chairman
|
An
Annual Report to shareholders for fiscal year ended April 30, 2017 accompanies
this proxy statement.
YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.
|
FIRST HARTFORD
|
Annual Meeting of
|
|
CORPORATION
|
Stockholders
|
|
|
|
|
January 17,
|
|
|
2018 Wednesday
|
|
|
10:00 A.M. local time
|
|
|
|
|
This Proxy is Solicited On Behalf
|
|
|
Of The Board Of Directors
|
|
Please Be Sure To Mark, Sign, Date and Return Your Proxy Card
in the Envelope Provided
|
▲
FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED
▲
|
PROXY
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED TO ELECT ALL NOMINEES NAMED IN THIS PROXY TO THE BOARD OF DIRECTORS, AND IN FAVOR OF PROPOSAL 2. THIS PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE TIME IT IS VOTED AT THE MEETING.
|
|
|
|
|
|
|
|
|
|
|
|
|
1. Election of Directors
|
FOR
|
WITHHOLD AUTHORITY
|
|
.
|
FOR
|
AGAINST
|
ABSTAIN
|
|
|
(1) NEIL H. ELLIS
|
◻
|
◻
|
2. To approve the
Company suspending or terminating its filing obligations with the U.S. Securities and Exchange Commission, also called “Going Dark”, once the Company is eligible:
|
|
◻
|
◻
|
◻
|
|
|
|
|
|
|
|
|
|
|
|
(2) JOHN TOIC
|
◻
|
◻
|
|
|
|
|
|
|
|
|
(3) JEFFREY M. CARLSON
|
◻
|
◻
|
|
|
|
|
|
|
|
|
|
(4) WILLIAM M. CONNOLLY
|
◻
|
◻
|
|
|
|
|
|
|
|
|
|
(5) JONATHAN R. BELLOCK
|
◻
|
◻
|
|
|
|
|
|
Signature
_________________________
Signature, if held jointly
_________________________
Date
____________,
2017/18.
Note: Please sign exactly as your name or names appear(s) on this proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee, guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
▲
FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED
▲
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS
Wednesday January 17, 2018
FIRST HARTFORD CORPORATION
The undersigned shareholder hereby appoints Jeffrey Carlson and Eric Harrington, and each of them, with full power of substitution and revocation, to vote on behalf of the undersigned all shares of common stock of First Hartford Corporation which the undersigned is entitled to vote at the annual meeting of shareholders to be held on Wednesday, January 17, 2018 or any adjournments thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS INDICATED. IF NO CONTRARY INDICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF ELECTING THE FIVE NOMINEES TO THE BOARD OF DIRECTORS, AND IN FAVOR OF PROPOSAL 2, AND IN ACCORDANCE WITH THE JUDGMENT OF THE PERSONS NAMED AS PROXY HEREIN ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
(Continued and to be marked, dated and signed, on the other side)
First Hartford (PK) (USOTC:FHRT)
Gráfica de Acción Histórica
De Dic 2024 a Ene 2025
First Hartford (PK) (USOTC:FHRT)
Gráfica de Acción Histórica
De Ene 2024 a Ene 2025
