UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed
by
the Registrant [x]
Filed
by
a Party other than the Registrant [ ]
Check
the
appropriate box:
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Preliminary
Proxy Statement
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[ ]
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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[x]
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Definitive
Proxy Statement
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[ ]
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Definitive
Additional Materials
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[ ]
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Soliciting
Material Pursuant to §240.14a-12
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Landmark
Land Company, Inc.
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box)
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[x]
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No
fee required.
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[ ]
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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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):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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Persons
who are to respond to the collection of information contained in this form
are
not
required
to respond unless the form displays a currently valid OMB control
number.
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[ ]
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Fee
paid previously with preliminary materials.
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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.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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Landmark
Land Company, Inc.
2817
Crain Highway
Upper
Marlboro, Maryland 20774
(301)
574-3330
October
19, 2007
Dear
Stockholder:
You
are cordially invited to attend the
2007 Annual Meeting of Stockholders (the “Annual Meeting”) of Landmark Land
Company, Inc. (the “Company”), which will be held at South Padre Island Golf
Club, 1 Golf House Road, Laguna Vista, Texas 78578, at 9:00 a.m., local
time, on Friday, November 30, 2007.
The
enclosed Notice of Annual Meeting
and Proxy Statement describe the formal business to be transacted at the Annual
Meeting. Representatives of the Company will be present to respond to
any questions that stockholders may have. Also enclosed for your
review is our Annual Report on Form 10-KSB for 2006, which contains detailed
information concerning the activities and operating performance of the
Company.
The
business to be conducted at the
Annual Meeting consists of the election of eight directors, the ratification
of
the appointment of the independent registered public accounting firm for the
fiscal year ending December 31, 2007 and such other matters as may properly
come
before the Annual Meeting. The Board of Directors of the Company has
determined that the matters to be considered at the Annual Meeting are in the
best interest of the Company and its stockholders, and the Board of Directors
unanimously recommends a vote “FOR” each matter to be considered.
On
behalf of the Board of Directors, we
urge you to sign, date and return the enclosed proxy card as soon as possible
even if you currently plan to attend the Annual Meeting. This will
not prevent you from voting in person, but will assure that your vote is counted
if you are unable to attend the Annual Meeting. Your vote is
important, regardless of the number of shares that you own.
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Sincerely,
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/s/
Gerald G. Barton
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Chairman
and Chief Executive Officer
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Landmark
Land Company, Inc.
2817
Crain Highway
Upper
Marlboro, Maryland 20774
(301)
574-3330
NOTICE
OF
2007
ANNUAL MEETING OF STOCKHOLDERS
To
Be Held On November 30, 2007
Notice
is hereby given that the Annual
Meeting of Stockholders (the “Annual Meeting”) of Landmark Land Company, Inc.
(the “Company”) will be held at South Padre Island Golf Club, 1 Golf House
Road, Laguna Vista, Texas 78578, on Friday, November 30, 2007, at 9:00 a.m.,
local time.
A
Proxy Card and a Proxy Statement for
the Annual Meeting are enclosed. The Annual Meeting is for the purpose of
considering and acting upon:
1. The
election of eight directors;
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2.
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The
ratification of Aronson & Company as the Company's independent
registered public accounting firm for the fiscal year ending December
31,
2007; and
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such
other matters as may properly come before the Annual Meeting, or any
adjournments thereof. The Board of Directors is not aware of any
other business to come before the Annual Meeting.
Any
action may be taken on the
foregoing proposals at the Annual Meeting on the date specified above, or on
any
date or dates to which the Annual Meeting may be adjourned. Stockholders of
record at the close of business on October 16, 2007 are the stockholders
entitled to vote at the Annual Meeting and any adjournments thereof. A list
of
stockholders entitled to vote at the Annual Meeting will be available at the
Company’s main office located at 2817 Crain Highway, Upper Marlboro, Maryland
20774 for a period of ten days prior to the Annual Meeting and will also be
available for inspection at the Annual Meeting.
EACH
STOCKHOLDER, WHETHER HE OR SHE
PLANS TO ATTEND THE ANNUAL MEETING, IS REQUESTED TO SIGN, DATE AND RETURN THE
ENCLOSED PROXY CARD WITHOUT DELAY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
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BY
THE ORDER OF THE BOARD OF DIRECTORS
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/s/
William W. Vaughan, III
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Assistant
Secretary
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Upper
Marlboro, Maryland
October 19, 2007
IMPORTANT:
THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF FURTHER
REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE ANNUAL MEETING. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED WITHIN THE UNITED STATES.
Landmark
Land Company, Inc.
2817
Crain Highway
Upper
Marlboro, Maryland 20774
(301)
574-3330
PROXY
STATEMENT
ANNUAL
MEETING OF STOCKHOLDERS
November
30, 2007
This
proxy statement is furnished in connection with the solicitation of proxies
on
behalf of the Board of Directors of Landmark Land Company, Inc. (the “Company”)
to be used at the Annual Meeting of Stockholders of the Company (the “Annual
Meeting”), which will be held at South Padre Island Golf Club, 1 Golf House
Road, Laguna Vista, Texas 78578, on Friday, November 30, 2007, at 9:00 a.m.,
local time, and all adjournments of the Annual Meeting. The accompanying Notice
of Annual Meeting of Stockholders and this proxy statement are first being
mailed to stockholders on or about October 19, 2007.
REVOCATION
OF PROXIES
Stockholders
who execute proxies in the form solicited hereby retain the right to revoke
them
in the manner described below. Unless so revoked, the shares represented by
such
proxies will be voted at the Annual Meeting and all adjournments thereof.
Proxies solicited on behalf of the Board of Directors of the Company will be
voted in accordance with the directions given thereon. Where no instructions
are
indicated, validly executed proxies will be voted “FOR ALL NOMINEES” in the
Election of Directors and “FOR” Proposal 2, as set forth in this proxy statement
for consideration at the Annual Meeting.
A
proxy
may be revoked at any time prior to its exercise by sending a written notice
of
revocation to the Assistant Secretary of the Company, delivering to the Company
a duly executed proxy bearing a later date, or attending the Annual Meeting
and
voting in person. However, if you are a stockholder whose shares are not
registered in your own name, you will need appropriate documentation from your
record holder to vote personally at the Annual Meeting.
VOTING
SECURITIES
Holders
of record of the Company’s common stock, par value $0.50 per share (the “Common
Stock”) as of the close of business on October 16, 2007 (the “Record Date”) are
entitled to one vote for each share held, except as described below. As of
the
Record Date, the Company had 7,567,530 shares of Common Stock issued and
outstanding. The presence, in person or by proxy, of at least a majority of
the
total number of issued and outstanding shares of Common Stock entitled to vote
is necessary to constitute a quorum at this Annual Meeting. In the event there
are not sufficient votes for a quorum, or to approve or ratify any matter being
presented at the time of this Annual Meeting, the Annual Meeting may be
adjourned in order to permit the further solicitation of
proxies. There are no appraisal rights with respect to matters to be
voted upon at the Annual Meeting.
VOTING
PROCEDURES AND METHOD OF COUNTING VOTES
As
to the
election of directors, the proxy card being provided by the Board of Directors
enables a stockholder to vote “FOR” the election of the eight nominees proposed
by the Board of Directors, or to “WITHHOLD AUTHORITY” to vote for all of the
nominees or any individual nominee being proposed. Under Delaware law and the
Company’s Certificate of Incorporation and Bylaws, cumulative voting is
permitted in the election of directors, so that each stockholder is entitled
to
eight votes for each share
registered
in his or her name and may cast all such votes for one nominee or distribute
the
votes among as many nominees as desired. The proxies will have
discretionary authority to accumulate votes for particular nominees for
directors for whom they are authorized to vote.
As
to the
ratification of Aronson & Company as independent auditors of the Company, by
checking the appropriate box, a stockholder may: (i) vote “FOR” the item; (ii)
vote “AGAINST” the item; or (iii) “ABSTAIN” from voting on such item. Under the
Company’s Certificate of Incorporation and Bylaws, the approval or ratification
of this matter shall be determined by a majority of the votes cast at the Annual
Meeting.
Abstentions
and broker non-votes each will be included in determining the number of shares
present and entitled to vote at the Annual Meeting for purposes of determining
a
quorum. Abstentions will not be counted as a vote in favor of a
proposal and therefore will have the same effect as a vote against such
proposal. Broker non-votes on a proposal, indicating a lack of voting
instruction by the beneficial owner of such shares and a lack of discretionary
authority on the part of the broker to vote on a particular proposal, will
not
be considered to be represented at the meeting for purposes of calculating
the
vote required for approval of such proposal.
Proxies
solicited hereby will be returned to the Company and will be tabulated by an
inspector(s) of election designated by the Board of Directors.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The
table
below sets forth the beneficial ownership of the Company's common stock, par
value $0.50 per share, as of October 5, 2007 held by any persons known to the
Company to be a beneficial owner of more than 5% of the Company's common stock,
and by each of the Company's directors and executive officers individually
and
all of the Company's directors and executive officers as a group. The
percentages were calculated based upon the 7,567,530 shares of common stock
of
the Company outstanding on October 5, 2007, plus for each person or group,
any
securities that person or group has the right to acquire within sixty (60)
days
pursuant to outstanding stock options.
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Name
and Address
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Amount
and
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Percent
of
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of
Beneficial Owner (2)
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Nature
of Beneficial Ownership (1)
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Class
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Jim
L. Awtrey
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0
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0%
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Gerald
G. Barton
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1,962,078
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25.93%
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Claudia
Holliman (3)
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50,000
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Less
than 1%
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Bernard
G. Ille (3)
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51,000
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Less
than 1%
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David
A. Sislen (3)
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51,100
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Less
than 1%
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Robert
W. White (3)
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81,186
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1.07%
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William
W. Vaughan, III
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503,207
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6.65%
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Harold
F. Zagunis (3)
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55,000
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Less
than 1%
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Joe
V. Olree
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229,010
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3.03%
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Gary
Kerney
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376,715
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4.98%
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James
C. Cole
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228,810
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3.02%
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G.
Douglas Barton
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504,507
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6.67%
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All
Directors and Executive
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Officers
as a group (12 persons)
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4,091,973
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52.34%
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Martha
B. Doherty
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503,207
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6.65%
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(1)
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Includes
shares held directly, as well as shares held or controlled jointly
with
family members. Claudia Holliman disclaims beneficial ownership
of 25,000 common shares owned by her husband.
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(2)
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The
address of each of the beneficial owners set forth above is 2817
Crain
Highway, Upper Marlboro, Maryland 20774.
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(3)
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Mr.
Ille, Mr. Sislen and Mr. White each have the right to acquire beneficial
ownership of 50,000 shares pursuant to the stock option agreements
between
the Company and each said director dated May 1, 2006, which permit
each
such director to purchase shares at an exercise price of $2.00
per share
until April 30, 2011, at which time the stock option agreement
expires. Mrs. Holliman has the right to acquire beneficial
ownership of 50,000 shares pursuant to the stock option agreement
between
the Company and said director dated May 23, 2007, which permits
said
director to purchase shares at an exercise price of $2.85 per share
until
May 22, 2012, at which time the stock option agreement
expires. Mr. Zagunis has the right to acquire beneficial
ownership of 50,000 shares pursuant to the stock option agreement
between
the Company and said director dated August 10, 2007, which permits
said
director to purchase shares at an exercise price of $2.55 per share
until
August 9, 2012, at which time the stock option agreement
expires.
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There
are
no securities authorized for issuance under any director or employee equity
compensation plan, other than the stock options described in Note (3)
immediately above and 766,000 shares authorized for issuance under the 2006
Landmark Land Company, Inc. Incentive Stock Option Plan. As of
October 5, 2007, options for the purchase of 438,000 shares pursuant to the
2006
Landmark Land Company, Inc. Incentive Stock Option Plan were outstanding, of
which 92,500 shares have been granted to Mr. Awtrey. There are no
arrangements in place involving the Company, any of its executive management
or
any third parties known to the Company that would result in a change in control
of the Company.
PROPOSAL
1. – ELECTION OF DIRECTORS
The
Company’s Board of Directors currently consists of eight (8) members. On April
20, 2007, the Board of Directors of the Company appointed Claudia Holliman
to
fill a vacant position on the Board and on August 10, 2007, the Board of
Directors of the Company appointed Harold F. Zagunis to fill a vacant position
on the Board. Such appointments were made at the recommendation of
Gerald G. Barton, the Company’s Chairman and Chief Executive
Officer. The Company’s Bylaws provide that the directors are to be
elected annually. Eight directors will be elected at the Annual
Meeting to serve for a one-year period and until their respective successors
shall have been elected and shall qualify. The Nominating Committee of the
Board
of Directors recommended and the Board of Directors has nominated the current
Board members, Gerald G. Barton, Jim L. Awtrey, Claudia Holliman Bernard G.
Ille, David A. Sislen, Robert W. White, William W. Vaughan, III and Harold
F.
Zagunis, for election as directors.
The
following table sets forth certain information, as of October 5, 2007, regarding
the Board of Directors and executive officers. It is intended that
the proxies solicited on behalf of the Board of Directors (other than proxies
in
which the vote is withheld as to the nominees) will be voted at the Annual
Meeting for the election of the nominees for director identified
below. If the nominees are unable to serve, the shares represented by
all such proxies will be voted for the election of such substitute(s) as the
Board of Directors may recommend. At this time, the Board of
Directors knows of no reason why the nominees would be unable to serve, if
elected. There are no arrangements or understandings between the
nominees or executive officers of the Company and any other person pursuant
to
which such nominees or executive officers were selected. None of the
Directors or executive officers (or affiliates thereof) set forth in the table
is a party adverse to the Company or any of its subsidiaries in any matter
or
has a material interest in any matter which is adverse to the Company or any
of
its subsidiaries.
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Name
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Position(s)
held with the Company
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Age
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Term
of
Office
Began
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Nominees
for Director:
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Gerald
G. Barton
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Chairman
of the Board of Directors and Chief Executive Officer
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76
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1971
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Bernard
G. Ille
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Director
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80
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1971
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David
A. Sislen
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Director
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52
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2005
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Robert
W. White
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Director
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78
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2003
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William
W. Vaughan, III
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Director,
President, General Counsel and Assistant Secretary
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55
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1987
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Jim
L. Awtrey
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Director,
Senior Vice President
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65
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2006
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Claudia
Holliman
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Director
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59
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2007
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Harold
F. Zagunis
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Director
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49
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2007
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Executive
Officers Who Are Not Directors:
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Joe
V. Olree
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Senior
Vice President and Chief Financial Officer
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68
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1982
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James
C. Cole
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Senior
Vice President
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57
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1982
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Gary
R. Kerney
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Senior
Vice President
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64
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1974
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G.
Douglas Barton
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Senior
Vice President
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48
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1984
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The
business experience for the past five years of each of the Company’s directors
and executive officers is as follows:
Gerald
G. Barton.
Mr. Barton has been Chief Executive Officer
since September 1971. He became Chairman of the Board of Directors
during 1985. Mr. Barton's son, G. Douglas Barton, is a Senior Vice
President of the Company and Mr. Barton's son-in-law, William W. Vaughan, III,
is President, General Counsel and Director of the Company. Mr. Barton
was and continues to be Chief Executive Officer of DPMG, Inc., a golf-oriented
real estate development and management concern acquired by the Company during
2003.
Jim
L. Awtrey.
Mr. Awtrey became a Director of the Company
on October 2, 2006 and a Senior Vice President on November 18,
2006. From 1988 through 2005, Mr. Awtrey was the Chief Executive
Officer of the PGA of America. Since 2005, Mr. Awtrey has been the
Managing Director of JLA & Associates and has been involved primarily in
consulting on golf-related matters.
Claudia
Holliman
. Ms. Holliman became a Director of the Company
on April 20, 2007. Ms. Holliman has been a senior vice president for
Smith Barney, or one of its predecessor firms, for over 20 years.
Bernard
G. Ille
. Mr. Ille became a Director in
1971. Mr. Ille is a principal of BML Consulting Company, an insurance
and financial consulting company and is a director of LSB Industries, Inc.
and
Quail Creek Bank, Oklahoma City, Oklahoma.
David
A. Sislen
. Mr. Sislen was appointed to the Board of
Directors in March, 2005. Mr. Sislen is President of Bristol Capital
Corporation, a diversified real estate investment, management and advisory
firm
based in Bethesda, Maryland.
Robert
W. White.
Mr. White was appointed to the Board of
Directors in February, 2003. Mr. White was formerly chairman and
president of Cardinal Paper Company, a wholesale paper distributor in Oklahoma
City, Oklahoma and was formerly Chairman Emeritus and a Director of Lincoln
National Bank, Oklahoma City, Oklahoma.
Harold
F. Zagunis
. Mr. Zagunis became a Director on August 10,
2007. Mr. Zagunis has served as a Vice President of Redwood Trust,
Inc. since 1995. From 2000 to 2006, Mr. Zagunis also served as Chief
Financial Officer, Controller, Treasurer, and Secretary of Redwood Trust,
Inc.
William
W. Vaughan, III.
Mr. Vaughan became Vice President and
General Counsel in June 1982, a Director of the Company in December 1987 and
President of the Company in November, 2004. Mr. Vaughan was and
continues to be vice president and general counsel of DPMG, Inc.
Joe
V. Olree.
Mr. Olree is Senior Vice President and Chief
Financial Officer of the Company. Mr. Olree was and continues to be
Chief Financial Officer of DPMG, Inc.
James
C. Cole.
Mr. Cole is a Senior Vice President and
Director of Golf for the Company. Mr. Cole was and continues to be
Director of Golf for DPMG, Inc.
Gary
R. Kerney.
Mr. Kerney is a Senior Vice President and
Director of Real Estate Development for the Company. Mr. Kerney was
and continues to be Director of Real Estate Development for DPMG,
Inc.
G.
Douglas Barton
. Mr. Barton is a Senior Vice President
and Director of International Development for the Company. Mr. Barton
was and continues to be Director of International Development for DPMG,
Inc.
Meetings
and Committees of the Board of Directors
The
Board
of Directors of the Company generally meets three to four times a year, or
more
often as may be necessary. The Board of Directors of the Company has
an Audit Committee, a Nominating Committee and a Compensation
Committee. The law firm of Modrall, Sperling, Roehl, Harris &
Sisk, P.A. has been retained as counsel to the Board of
Directors. The Board of Directors of the Company met four times
during fiscal 2006. All then-current directors attended the 2006
annual meeting and no director attended fewer than 75% in the aggregate of
the
total number of Board meetings held and the total number of meetings of the
Committees on which he or she served during 2006.
The
Board
of Directors has no formal policy with regard to Board Members' attendance
at
Annual Meetings nor does the Board have a formal process for security holders
to
send communications, however, any communications to a particular director which
are sent to the Company at its principal business office will be forwarded
to
the director(s) to whom the communication is addressed.
Management
has the primary responsibility for the Company's internal controls and financial
reporting process. The independent registered public accounting firm
is responsible for performing an independent audit of the Company's consolidated
financial statements in accordance with auditing standards generally accepted
in
the United States of America and to issue an opinion thereon. The
Audit Committee's responsibility is to monitor and oversee these
processes.
The
Company’s Audit Committee, whose charter was included as an appendix to the
Company’s 2004 proxy statement, is responsible for the review of the Company’s
annual audit report prepared by the Company’s independent registered public
accounting firm. The review includes detailed discussions with the independent
auditors and recommendations to the full Board concerning any action to be
taken
regarding the audit. The current members of the Audit Committee are
Claudia Holliman, Bernard G. Ille, David A. Sislen, Robert W. White and Harold
F. Zagunis, each of whom is "independent" as defined in the listing standards
of
the National Association of Securities Dealers, as applicable on the date of
this proxy statement. Bernard G. Ille is the designated audit
committee financial expert. The Company’s Audit Committee met six times during
fiscal 2006.
As
part
of its ongoing activities, the Audit Committee has:
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Reviewed
and discussed with management, and the independent auditors, the
Company's
audited consolidated financial statements for the fiscal year ended
December 31, 2006.
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•
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Discussed
with the independent auditors 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 Accounting Oversight Board in Rule 3200T;
and
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•
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Received
the written disclosures and the letter from the independent auditors
required by Independence Standards Board Standard No. 1,
Independence
Discussions with Audit Committees
, as adopted by the Public Company
Accounting Oversight Board in Rule 3600T and has discussed with the
independent auditors their independence from the
Company.
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Based
on
the review and discussions referred to above, the Audit Committee (with the
exception of Ms. Holliman and Mr. Zagunis who did not become members until
2007)
recommended to the Board of Directors that the audited consolidated financial
statements be included in the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2006 and be filed with the SEC. In
addition, the Audit Committee recommended that the Board of Directors appoint
Aronson & Company as the Company's independent auditors for the year ending
December 31, 2007, subject to the ratification of this appointment by the
stockholders.
The
Audit
Committee report set forth in the preceding two paragraphs shall not be deemed
incorporated by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933, as amended, or
the
Securities Exchange Act of 1934, as amended, except to the extent that the
Company specifically incorporates this information by reference, and shall
not
otherwise be deemed filed under such Acts.
|
The
Audit Committee of the Board of Directors
|
|
|
|
Bernard
G. Ille
|
|
Claudia
Holliman
|
|
David
A. Sislen
|
|
Robert
W. White
|
|
Harold
F. Zagunis
|
The
Company has a standing Nominating Committee and Compensation
Committee. Neither the Nominating Committee nor the Compensation
Committee has a charter. Claudia Holliman, Bernard G. Ille, David A.
Sislen, Robert W. White and Harold F. Zagunis, each of whom is an "independent"
Director as defined in the listing standards of the National Association
of
Securities Dealers, as applicable on the date of this proxy statement, are
members of both committees. The Compensation Committee was
established to approve levels of compensation for the Company's officers
and key
employees. The Compensation Committee were established in November,
2004 and the Compensation Committee held one meeting during the 2006 fiscal
year. The Compensation Committee is not currently authorized to
delegate this approval right to any person or committee other than the full
Board of Directors. As a general rule, the Chairman of the Board of
Directors makes recommendations to the Compensation Committee of compensation
levels for executives and key employees of the Company.
The
Nominating Committee was established to recommend nominees for the position
of
director to the full Board of Directors. The Nominating Committee was
established in November, 2004 and held one meeting during the 2006 fiscal
year. The Nominating Committee does not have a specific policy with
regard to the consideration of any director candidates recommended by security
holders, however, the committee will consider candidates for nomination to
the
Board that are submitted in writing by security holders to the Company’s
principal office, provided such nominees are "qualified" (as set forth below)
and such nominations are submitted at least one hundred twenty (120) days prior
to the date that the Company's proxy statement for the Company's Annual
Shareholders Meeting is released. Any nominees recommended by
security holders should possess skills or qualities which will assist the
Company in developing strategies for furthering the Company's new and ongoing
lines of business. The committee will evaluate all nominees equally,
whether or not such nominee(s) are recommended by a security
holder. All nominees for director included on the Company's proxy
card were approved for reelection by all members of the Nominating
Committee.
Compensation
Committee Interlocks and Insider Participation
The
Compensation Committee currently consists of Claudia Holliman, Bernard G. Ille,
David A. Sislen, Robert W. White and Harold F. Zagunis. No member of
the Compensation Committee has served as an officer or employee of the Company
since 1992; both Mr. Ille and Mr. Zagunis were officers and employees of the
Company for a number of years prior to 1992. No executive officer has
served as a member of a compensation committee of any other company or as a
member of the board of directors of any other company that has an executive
officer serving as a member of the Company’s Compensation
Committee.
Executive
Compensation
For
fiscal years ended December 31, 2006, December 31, 2005 and December 31, 2004,
Gerald G. Barton, Gary R. Kerney, James C. Cole, William W. Vaughan, III
and Joe
V. Olree received remuneration from the Company or its subsidiaries in his
or
her respective capacity as follows:
|
SUMMARY
COMPENSATION TABLE
|
|
|
|
|
|
|
|
All
Other
|
|
|
Name
and
|
|
Salary
|
Bonus
|
Compensation
(c)
|
Total
|
|
Principal
Position
|
Year
|
($)
|
($)
|
($)
|
($)
|
|
|
|
Annual
Compensation
|
|
|
|
|
|
|
|
|
|
|
Gerald
G. Barton
|
2006
|
312,793
|
0
|
8,397
|
321,190
|
|
Chairman
of Board,
|
2005
|
313,424
|
0
|
5,203
|
318,627
|
|
President
and CEO (a)
|
2004
|
313,424
|
0
|
5,203
|
318,627
|
|
|
|
|
|
|
|
|
Gary
R. Kerney
|
2006
|
257,569
|
101,000
|
8,800
|
367,369
|
|
Senior
Vice President (b)
|
2005
|
244,032
|
0
|
6,000
|
250,032
|
|
|
2004
|
244,032
|
0
|
6,000
|
250,032
|
|
|
|
|
|
|
|
|
James
C. Cole
|
2006
|
203,433
|
0
|
8,136
|
211,569
|
|
Senior
Vice President
|
2005
|
190,100
|
0
|
5,703
|
195,803
|
|
|
2004
|
190,100
|
0
|
5,703
|
195,803
|
|
|
|
|
|
|
|
|
William
W. Vaughan, III
|
2006
|
246,383
|
0
|
8,800
|
255,183
|
|
President
and General
|
2005
|
234,041
|
0
|
6,000
|
240,041
|
|
Counsel
|
2004
|
234,041
|
0
|
6,000
|
240,041
|
|
|
|
|
|
|
|
|
Joe
V. Olree
|
2006
|
191,683
|
0
|
7,667
|
199,350
|
|
Senior
Vice President and
|
2005
|
178,350
|
0
|
5,351
|
183,701
|
|
Chief
Financial Officer
|
2004
|
178,350
|
0
|
5,351
|
183,701
|
|
(a)
|
Amounts
paid as salary to Mr. Barton include consulting fees paid to an
entity wholly-owned by Mr. Barton and his wife.
|
|
(b)
|
Mr.
Kerney was granted a bonus during 2006 in the form of a new automobile
valued at $101,000.
|
|
(c)
|
Represents
payments by the Company to the 401(k) Plan accounts of the named
individuals.
|
Compensation
Discussion and Analysis
The
Company’s compensation philosophy for its executive officers is that Company
executives should be compensated currently with salaries sufficient to maintain
a reasonable standard of living and should participate in the long term growth
of the Company through equity ownership. For many years prior to
2005, the Company did not generate operating profits and consequently held
executive compensation at modest levels below those of other publicly traded
real estate developers. Even though the Company has since generated
operating profits, the philosophy remains to continue to hold executive
compensation at competitively modest levels. Each of the executives
has an equity interest in the Company and as the Company prospers in the future
due to their efforts, this equity ownership increases in value thereby rewarding
the executives over the long term. As new executives are appointed,
the Company tries to reward long term performance through the grant of stock
options during the executive’s initial year(s) of employment. These
options are generally granted under the Company’s 2006 Incentive Stock Option
Plan. Through the end of 2006, annual compensation to the named
executives consisted of annual salary and matching Company 401(k) Plan
contributions up to 4% of annual compensation. The only exception to
the general philosophy stated above was the grant of an automobile to Mr. Kerney
based on the exceptional 2006 performance of the South Padre Island residential
sales division which was under his control. To date, all executive
compensation recommendations have been recommended by the Company’s Chairman and
approved by the Compensation Committee and/or the full Board of
Directors.
Compensation
Committee Report
The
Compensation Committee has reviewed
and discussed with management the
Compensation Discussion and Analysis
included in this Proxy Statement. Based on this review and
discussion, the Committee recommended to the Board of Directors that the
Compensation Discussion and Analysis be included in this Proxy
Statement.
|
The
Compensation Committee of the Board of Directors
|
|
|
|
Bernard
G. Ille
|
|
Claudia
Holliman
|
|
David
A. Sislen
|
|
Robert
W. White
|
|
Harold
F. Zagunis
|
Compensation
of Directors
Independent
directors of the Company are entitled to receive a monthly retainer fee of
$1,000, regardless of the number of meetings attended. No committee
fees are paid. Directors who are also employees of the Company or its
subsidiaries do not receive fees from the Company for serving on the Board
of
Directors. For the year ended December 31, 2006, compensation to
directors is summarized as follows:
|
Name
|
|
Fees
Earned or Paid in Cash
|
|
|
Option
Awards (4)
|
|
|
All
Other Compensation (3)
|
|
|
Total
|
|
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jim
L. Awtrey (2)
|
|
|
-0-
|
|
|
|
27,145
|
|
|
|
76,635
|
|
|
|
103,780
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Claudia
Holliman (5)
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bernard
G. Ille (1)
|
|
|
12,000
|
|
|
|
25,000
|
|
|
|
-0-
|
|
|
|
37,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David
A. Sislen (1)
|
|
|
12,000
|
|
|
|
25,000
|
|
|
|
-0-
|
|
|
|
37,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert
W. White (1)
|
|
|
12,000
|
|
|
|
25,000
|
|
|
|
-0-
|
|
|
|
37,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Harold
F. Zagunis (5)
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
(1)
|
During
2006, Mr. Ille, Mr. Sislen and Mr. White, were granted an immediately
exercisable stock option to purchase 50,000 common shares of the
Company
at a purchase price of $2.00 per share, which was the quoted stock
price
as of the grant date. The stock options were granted on May 1,
2006 and each option grant has a term of five years. As of
October 5, 2007, there had been no exercises or purchases under such
stock
option grants.
|
|
|
|
|
(2)
|
During
2006, Mr. Awtrey was granted a stock option under The 2006 Landmark
Land
Company, Inc. Incentive Stock Option Plan to purchase 62,500 common
shares
of the Company at a purchase price of $1.60 per share, which was
the
quoted stock price as of the grant date. The stock option was
granted on November 18, 2006, is exercisable after five years and
has a
term of ten years.
|
|
|
|
|
(3)
|
Represents
cash compensation to Mr. Awtrey for services provided to the Company
as an
employee during 2006.
|
|
|
|
|
(4)
|
All
stock option award values are computed as of the grant date based
on the
provisions of SFAS No. 123R. The Company utilizes the Black
Scholes Merton model for its value determinations.
|
|
|
|
|
(5)
|
Ms.
Holliman and Mr. Zagunis were not Directors in
2006.
|
Employment
Contracts.
There are no employment, termination
of employment or change-in-control contracts between the Company and any
Director or executive officer.
Transactions
with Certain Related Persons
Transactions
with Management and Control Persons
Since
the
beginning of the Company’s last fiscal year, there were no transactions with
Directors, executive officers or persons who are known to be the beneficial
owners of more than 5% of the company's common stock, or their immediate
families, in which the company was, or is to be, a party, except as
follows:
|
1.
|
As
of August 31, 2007, a subsidiary of the company, DPMG Inc., had an
obligation to pay an affiliate of Mr. Gerald G. Barton the full principal
sum of $333,600, together with accrued interest thereon (at the rate
of
15% per annum) of $311,030. During the January 2006 through
August 2007 period, interest on this indebtedness in the amount of
$180,000 was paid to Mr. Barton. The company acquired DPMG Inc.
during 2003.
|
|
|
|
|
2.
|
On
August 31, 2007, a subsidiary of the company, South Padre Island
Development, LLC, had an obligation to pay an affiliate of Mr. Gerald
G.
Barton the full principal sum of $558,475, together with accrued
interest
thereon (at the rate of 12% per annum) of $340,961. During the
January 2006 through August 2007 period, no payments of principal
or
interest were paid to Mr. Barton. The company acquired South
Padre Island Development, L.P. (now South Padre Island Development,
LLC)
during 2004.
|
|
|
|
|
3.
|
During
September 2005, a subsidiary of the company, DPMG Inc., entered into
an
agreement with Newco XXV, Inc. (“Newco”), an affiliate of Gerald G.
Barton, the Company chairman, whereby DPMG Inc. agreed to provide
consulting services to Newco relating to the planning, design and
development of certain real property owned by Newco. The
agreement provides that these services are to be provided at rates
which
are quoted by DPMG Inc. to non-affiliated third party
entities. During the January 2006 through August 2007 period,
DPMG Inc. performed services for Newco valued at approximately $13,000
pursuant to such agreement.
|
All
material related party transactions with the Company or its subsidiaries
are
subject to the prior approval of the full Board of Directors. This
policy is not specifically addressed by the Company’s Code of Ethics or other
written policies, but is followed by the Company as a good business
practice.
Section
16(a) Beneficial Ownership Reporting Compliance
The
Common Stock of the Company is registered with the SEC pursuant to the
Securities Exchange Act of 1934 (the “Exchange Act”). The officers and directors
of the Company and beneficial owners of greater than 10% of the Company’s Common
Stock are required to file reports on Forms 3, 4 and 5 with the SEC disclosing
beneficial ownership and changes in beneficial ownership of the Common Stock.
SEC rules require disclosure in the Company’s Proxy Statement or Annual Report
on Form 10-K of the failure of an officer, director or 10% beneficial owner
of
the Company’s Common Stock to file a Form 3, 4, or 5 on a timely basis. Based on
the Company’s review of ownership reports, no officer or director failed to file
ownership reports on a timely basis for the fiscal year ended December 31,
2006.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE
NOMINEES
FOR DIRECTOR LISTED IN THIS PROXY STATEMENT
PROPOSAL
2. – RATIFICATION OF THE APPOINTMENT
OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The
Company’s independent registered public accounting firm for the years ended
December 31, 2006 and 2005, was Aronson & Company. The Board of Directors of
the Company has approved the engagement of Aronson & Company to be the
Company’s auditors for the year ending December 31, 2007, subject to the
ratification of the engagement by the Company’s stockholders at the Annual
Meeting.
Audit
Fees
Set
forth
below is certain information concerning aggregate fees billed for professional
services rendered by Aronson & Company during fiscal 2006 and
2005:
|
|
|
2006
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
Audit
fees (1)
|
|
$
|
92,424
|
|
|
$
|
59,797
|
|
|
Audit-related
fees (2)
|
|
|
-
|
|
|
|
-
|
|
|
Tax
fees (3)
|
|
|
-
|
|
|
|
-
|
|
|
All
other fees (4)
|
|
|
-
|
|
|
|
2,502
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
92,424
|
|
|
$
|
62,299
|
|
|
(1)
|
Represents
fees for professional services provided in connection with the
audit of
the Company's financial statements and review of the Company's
quarterly
financial statements and advice on accounting matters that arose
during
the audit.
|
|
|
|
|
(2)
|
Represents
fees for assurance and related services that are reasonably related
to the
audit of the Company's financial statements that are not reported
as audit
fees.
|
|
|
|
|
(3)
|
Represents
fees for services and advice provided in connection with tax advice,
tax
compliance and tax planning.
|
|
|
|
|
(4)
|
All
other fees represent fees for services provided by the independent
accountant other than disclosed
above.
|
The
Audit
Committee approves in advance audit and non-audit services to be provided
by the
independent accountant. In other cases, in accordance with Rule
2-01(c)(7) of Securities and Exchange Commission Regulation S-X, the Audit
Committee has delegated pre-approval authority to the Chairman of the Audit
Committee for matters which arise or otherwise require approval between
regularly scheduled meetings of the Audit Committee, provided that the Chairman
reports such approvals to the Audit Committee at the next regularly scheduled
meeting of the Audit Committee. The Audit Committee was formed on May
1, 2003 and 100% of the services provided by the independent accountant have
been approved under the Audit Committee’s pre-approval policies.
The
Audit
Committee has considered whether the provision of a pre-acquisition audit
of a
current Company subsidiary is compatible with maintaining Aronson &
Company’s independence. The Audit Committee concluded that performing such
services does not affect Aronson & Company’s independence in performing its
function as auditor of the Company.
A
representative of Aronson & Company is expected to attend the Annual
Meeting. Such representative will have the opportunity to make a
statement if they desire to do so and will be available to respond to
appropriate questions.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF ARONSON &
COMPANY AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
STOCKHOLDER
PROPOSALS
In
order
to be eligible for inclusion in the proxy materials for next year’s Annual
Meeting of Stockholders, any stockholder proposal to take action at such
meeting
must be received at the Company’s executive office, 2817 Crain Highway, Upper
Marlboro, Maryland 20774, no later than June 1, 2008. Any proposal after
such
date shall be deemed not submitted in a timely manner. Any such
proposals shall be subject to the requirements of the proxy rules adopted
under
the Exchange Act.
OTHER
MATTERS
The
Board
of Directors is not aware of any business to come before the Annual Meeting
other than the matters described above in this proxy statement. However, if
any
matters should properly come before the Annual Meeting, it is intended that
holders of the proxies will act in accordance with their best
judgment.
MISCELLANEOUS
The
cost
of solicitation of proxies will be borne by the Company. The Company will
reimburse brokerage firms and other custodians, nominees and fiduciaries
for
reasonable expenses incurred by them in sending proxy materials to the
beneficial owners of the Common Stock. In addition to solicitations by mail,
directors, officers and regular employees of the Company may solicit proxies
personally or by telephone without additional compensation. The Company has
not
retained a proxy solicitation firm to assist the Company in the solicitation
of
proxies for the Annual Meeting.
|
|
BY
THE ORDER OF THE BOARD OF DIRECTORS
|
|
|
|
|
|
|
|
|
|
|
|
/s/
William W. Vaughan, III
|
|
|
Assistant
Secretary
|
|
|
|
Upper
Marlboro, Maryland
October 19, 2007
LANDMARK
LAND COMPANY, INC.
2817
Crain Highway
Upper
Marlboro, MD 20774
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The
undersigned hereby appoints Joe V.
Olree and Bill D. Thompson as proxies, each with full substitution, to represent
and vote as designated on the reverse side, all the shares of Common Stock
of
Landmark Land Company, Inc. held of record by the undersigned on October 16,
2007, at the Annual Meeting of Stockholders to be held at South Padre Island
Golf Club, 1 Golf House Road, Laguna Vista, Texas 78578, at 9:00 a.m., local
time, on Friday, November 30, 2007, or any adjournment or postponement
thereof.
(Continued
and to be signed on the reverse side)
ANNUAL
MEETING OF STOCKHOLDERS OF
LANDMARK
LAND COMPANY, INC.
November
30, 2007
Please
date, sign and mail
your
proxy card in the
envelope
provided as soon
as
possible
↓
Please
detach along perforated
line and mail in the envelope provided.
↓
|
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR ALL NOMINEES" FOR THE
ELECTION
OF DIRECTORS AND "FOR" PROPOSAL 2.
PLEASE
SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE
MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE.
|
X
|
|
|
|
|
1.
Election of Directors:
|
|
|
|
|
|
NOMINEES:
|
|
2.
The ratification of the appointment of Aronson & Company as the
independent registered accounting firm for the fiscal year ending
December
31, 2007.
|
For
r
|
Against
r
|
Abstain
r
|
|
|
|
m
|
Gerald
G. Barton
|
___
|
|
r
|
FOR
ALL NOMINEES
|
m
|
Bernard
G. Ille
|
___
|
|
|
|
m
|
David
A.. Sislen
|
___
|
|
r
|
WITHHOLD
AUTHORITY FOR ALL
|
m
|
Robert
W. White
|
___
|
|
|
NOMINEES
|
m
|
William
W. Vaughan, III
|
___
|
|
|
|
m
|
Jim
L. Awtrey
|
___
|
|
r
|
FOR
ALL EXCEPT (See instructions below)
|
m
|
Claudia
Holliman
|
___
|
|
|
|
m
|
Harold
F. Zagunis
|
___
|
|
INSTRUCTION
:
To withhold authority to vote for any individual nominee(s) mark
"FOR ALL
EXCEPT" and fill in the circle next to each nominee you wish to
withhold,
(as shown here: (● ). To cumulate your vote for
one or more of the above nominee(s), write the manner in which
such votes
shall be cumulated in the space to the right of the nominee(s)
name(s). If you are cumulating your vote, do not mark the
circle.
|
|
|
|
|
|
To
change the address on your account, please check the box at right
and
indicate your new address in the address space above. Please
note that changes to the registered name(s) on the account may
not be
submitted via this method.
|
r
|
|
|
Signature
of Shareholder ___________________ Date
____________
|
Signature
of Shareholder ___________________ Date
____________
|
|
Note
:
|
Please
sign exactly as your name or names appear on the Proxy. When
shares are held jointly, each holder should sign. When signing
as executor, administrator, attorney, trustee or guardian, please
give
full title as such. If the signer is a corporation, please sign
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.
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Landmark Land (CE) (USOTC:LLND)
Gráfica de Acción Histórica
De Dic 2024 a Ene 2025
Landmark Land (CE) (USOTC:LLND)
Gráfica de Acción Histórica
De Ene 2024 a Ene 2025
