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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Definitive
Additional Materials
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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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[ ]
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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
November
2, 2009
Dear
Stockholder:
You are cordially invited to attend the
2009 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 Ocelot Trail, Laguna Vista, Texas 78578, at 9:00 a.m., local time, on
Tuesday, December 8, 2009.
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-K for 2008, 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 seven directors, the ratification of
the appointment of the independent registered public accounting firm for the
fiscal year ending December 31, 2009 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
2008
ANNUAL MEETING OF STOCKHOLDERS
To Be
Held On December 8, 2009
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 Ocelot Trail,
Laguna Vista, Texas 78578, on Tuesday, December 8, 2009, 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:
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1.
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The
election of seven directors;
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2.
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The
ratification of Reznick Group, P.C. as the Company's independent
registered public accounting firm for the fiscal year ending December 31,
2009;
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 26, 2009 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
November
2, 2009
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
December
8, 2009
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
Ocelot Trail, Laguna Vista, Texas 78578, on Tuesday, December 8, 2009, 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 November 2, 2009.
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 26, 2009 (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 seven 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 seven 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 Reznick Group, P.C. 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.
AVAILABILITY
OF PROXY STATEMENT ON INTERNET
This
proxy statement and proxy card are accessible on the Internet to those
shareholders entitled to vote at the Annual Meeting at
http://amstock.com/ProxyServices/ViewMaterial.asp?CoNumber=11294.
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 September 15, 2009 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 September 15, 2009, 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 (5)
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0
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0%
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Gerald
G. Barton (4)
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1,962,078
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25.93%
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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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87,186
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1.15%
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William
W. Vaughan, III (5)
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503,207
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6.65%
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Harold
F. Zagunis (3)
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56,200
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Less
than 1%
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Joe
V. Olree (5)
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229,010
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3.03%
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Gary
Kerney (5)
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376,615
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4.98%
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James
C. Cole (5)
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228,810
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3.02%
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G.
Douglas Barton (5)
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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 (11 persons)
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4,049,713
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53.51
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Martha
B. Doherty (5)
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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.
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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. 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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(4)
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On
May 22, 2008, Mr. Barton and his affiliates transferred 1,962,078 shares
to BDV Family, LLC which is owned by Mr. Barton’s grandchildren and which
is managed by Mr. Barton’s children. As a part of such
transfer, Mr. Barton reserved for himself and his wife all voting and
dividend rights related to such shares during their respective
lifetimes.
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(5)
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On
November 18, 2006, Mr. Awtrey was granted a stock option to purchase
62,500 shares of the Company’s common stock pursuant to the 2006 Landmark
Land Company, Inc. Incentive Stock Option Plan. This stock
option may be exercised beginning on November 18, 2011 at a purchase price
of $1.60 per share with the option expiring on November 18,
2016. On May 23, 2007 Mr. Awtrey was granted a stock option to
purchase 30,000 shares of the Company’s common stock pursuant to the 2006
Landmark Land Company, Inc. Incentive Stock Option Plan. This
stock option may be exercised beginning on May 23, 2012 at a purchase
price of $2.85 per share with the option expiring on May 22,
2017. On November 30, 2007, William W. Vaughan, III, Gary R.
Kerney, James C. Cole, G. Douglas Barton, Joe V. Olree and Martha B.
Doherty were each granted a stock option to purchase 15,000 shares of the
Company’s common stock pursuant to the 2006 Landmark Land Company, Inc.
Incentive Stock Option Plan. These stock options may be
exercised beginning on November 30, 2012 at a purchase price of $1.70 per
share with the options expiring on November 29,
2017.
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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
September 15, 2009, options for the purchase of 475,500 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 and 15,000 have been
granted to each of William W. Vaughan, III, Gary R. Kerney, James C. Cole, G.
Douglas Barton, Joe V. Olree and Martha B. Doherty. 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 seven (7)
members. The Company’s Bylaws provide that the directors are to be
elected annually. Seven 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, 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 September 15, 2009,
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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78
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1971
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Bernard
G. Ille
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Director
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82
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1971
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David
A. Sislen
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Director
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54
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2005
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Robert
W. White
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Director
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80
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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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57
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1987
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Jim
L. Awtrey
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Director,
Senior Vice President
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67
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2006
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Harold
F. Zagunis
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Director
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51
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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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70
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1982
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James
C. Cole
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Senior
Vice President
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59
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1982
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Gary
R. Kerney
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Senior
Vice President
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66
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1974
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G.
Douglas Barton
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Senior
Vice President
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50
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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.
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 five times
during fiscal 2008. All then-current directors, except for Bernard G.
Ille, attended the 2008 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
2008.
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
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 eight times during fiscal
2008.
Audit
Committee Report
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, 2008.
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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 recommended to
the Board of Directors that the audited consolidated financial statements be
included in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2008 and be filed with the SEC. In addition, the Audit
Committee recommended that the Board of Directors appoint Reznick Group, P.C. as
the Company's independent auditors for the year ending December 31, 2009,
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
|
|
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. 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 two meetings during the 2008 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 two meetings during the 2008 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 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;
however; both Mr. Ille and Mr. Zagunis were officers and employees of the
Company for a number of years prior to 1992. No executive officer of
the Company 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 Director of the Company or as a member of the
Company’s Compensation Committee.
Executive
Compensation
For
fiscal years ended December 31, 2008 and December 31, 2007, Gerald G. Barton,
Jim L. Awtrey and Gary R. Kerney received remuneration from the Company or its
subsidiaries in his or her respective capacity as follows:
|
SUMMARY
COMPENSATION TABLE – 2007 THROUGH 2008
|
|
|
|
|
|
|
|
|
|
|
Annual
Compensation
|
|
|
|
|
|
Salary
|
Bonus
|
Option
Awards (b)
|
All
Other
Compensation
(c)
|
Total
|
|
Name
and
|
|
|
Principal
Position
|
Year
|
($)
|
($)
|
($)
|
($)
|
($)
|
|
|
|
|
|
|
|
|
|
Gerald
G. Barton
|
2008
|
313,424
|
-
|
-
|
8,396
|
321,820
|
|
Chairman
of Board,
|
2007
|
313,419
|
-
|
-
|
14,188(d)
|
327,537
|
|
President
and CEO (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jim
L. Awtrey
|
2008
|
262,750
|
-
|
-
|
10,510
|
273,260
|
|
Senior
Vice President
|
2007
|
264,260
|
-
|
4,131
|
9,000
|
277,391
|
|
|
|
|
|
|
|
|
|
Gary
R. Kerney
|
2008
|
262,750
|
-
|
-
|
10,510
|
273,260
|
|
Senior
Vice President
|
2007
|
264,260
|
-
|
109
|
9,000
|
273,369
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Amounts
paid as salary to Mr. Barton include consulting fees paid to an
entity wholly-owned by Mr. Barton and his wife.
|
|
|
|
|
(b
|
Each
of these options was granted pursuant to the terms of The 2006 Landmark
Land Company, Inc. Incentive Stock Option Plan. For awards of
stock options, this column shows the dollar amount recognized for
financial statement reporting purposes with respect to the fiscal year as
determined in accordance with FAS 123R. The fair value of each
option award is estimated on the date of grant using a Black Scholes
Merton option valuation model that uses the assumptions shown in Note 7 to
the Consolidated Financial Statements of the Company included in the
Annual Report of the Company on Form 10-K for the fiscal year ended
December 31, 2008 filed on April 15, 2009 (a copy of which is included in
the mailing which contains this Proxy Statement).
|
|
|
|
|
(c)
|
Includes
payments by the Company to the 401(k) Plan accounts of the named
individuals.
|
|
|
|
|
(d)
|
Includes
$5,721 reimbursed during 2007 for the payment of taxes relating to
personal use of the corporate aircraft. The Company takes the
position that there is no incremental cost to the Company for personal use
of corporate aircraft, i.e., travel on a flight by a Company executive’s
relatives or acquaintances, if the primary purpose of the flight is for
the Company’s business purposes.
|
|
|
|
|
Outstanding
Equity Awards at Fiscal Year-End 2008
|
|
Option
Awards
|
Stock
Awards
|
|
Name
|
Number
of Securities Underlying Unexercised Options (#)
Exercisable
|
Number
of Securities Underlying Unexercised Options (#)
Unexercisable
|
Equity
Incentive Plan Awards: Number of Securities Underlying
Unexercised Options (#)
|
Option
Exercise Price ($)
|
Option
Expiration Date
|
Number
of Shares or Units of Stock that have not Vested (#)
|
Market
Value of Shares or Units on Stock that have not Vested ($)
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or
Other Rights that have not Vested (#)
|
Equity
Incentive Plan Awards: Market or Payout Value of Unearned
Shares, Units or Other Rights that have not Vested ($)
|
|
|
|
(a)
|
|
|
|
|
|
|
|
|
Gerald
G. Barton
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Jim
L. Awtrey
|
-
|
62,500
|
-
|
1.60
|
11/17/2016
(b)
|
-
|
-
|
-
|
-
|
|
|
|
30,000
|
|
2.85
|
05/22/2017
(c)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gary
R. Kerney
|
-
|
15,000
|
-
|
1.70
|
11/29/2017
(d)
|
-
|
-
|
-
|
-
|
|
(a)
|
The
2006 Landmark Land Company, Inc. Incentive Stock Option Plan (the “Plan”)
was approved by the Board of Directors effective April 29, 2006, subject
to the approval of the Company’s shareholders. This approval
was granted at the November 18, 2006 Shareholders meeting and on January
9, 2007, the Company filed a registration statement on Form S-8 for the
shares covered by the Plan. Each of the options granted is
intended to be an incentive stock option under the provisions of Section
422 of the Internal Revenue Code.
|
|
|
|
|
(b)
|
This
option grant under The 2006 Landmark Land Company, Inc. Incentive Stock
Option Plan will vest on November 18, 2011.
|
|
|
|
|
(c)
|
This
option grant under The 2006 Landmark Land Company, Inc. Incentive Stock
Option Plan will vest on May 23, 2012.
|
|
|
|
|
(d)
|
This
option grant under The 2006 Landmark Land Company, Inc. Incentive Stock
Option Plan will vest on November 30,
2012.
|
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 2008, annual compensation to the named
executives consisted of annual salary and matching Company 401(k) Plan
contributions up to 4% of annual compensation. 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
|
|
David
A. Sislen
|
|
Robert
W. White
|
|
Harold
F. Zagunis
|
Compensation of
Directors
.
|
Director
Compensation – 2008
|
|
Name
|
Fees
Earned or Paid in Cash ($)
|
Stock
Awards ($)
|
Option
Awards($)
|
Non-equity
Incentive Plan Compensation ($)
|
Nonqualified
Deferred Compensation Earnings ($)
|
All
Other Compensation ($)
|
Total
($)
|
|
|
|
|
|
|
|
|
|
|
Gerald
G. Barton (b)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
Jim
L. Awtrey (b)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
Bernard
G. Ille
|
9,000
|
-
|
(a)
|
-
|
-
|
-
|
9,000
|
|
|
|
|
|
|
|
|
|
|
David
G. Sislen
|
9,000
|
-
|
(a)
|
-
|
-
|
-
|
9,000
|
|
|
|
|
|
|
|
|
|
|
Robert
W. White
|
5,000
|
-
|
(a)
|
-
|
-
|
-
|
5,000
|
|
|
|
|
|
|
|
|
|
|
William
W. Vaughan, III (b) (c)
|
-
|
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
Harold
F. Zagunis
|
9,000
|
-
|
(a)
|
-
|
-
|
-
|
9,000
|
|
|
|
|
|
|
|
|
|
|
(a)
|
As
of the end of 2008, each of the outside Directors had an outstanding
option to purchase 50,000 shares of the Company’s common
stock. On May 1, 2006, the Company granted each of Mr. Ille,
Mr. Sislen, Mr. White and Mr. Paul Fish (outside counsel to the Company)
stock options to acquire 50,000 shares of the Company’s common stock at a
purchase price of $2.00 per share until April 30, 2011, at which time the
stock option agreements expire. On May 23, 2007, the Company
granted Mrs. Claudia Holliman (a former Director) a stock option to
acquire 50,000 shares of the Company’s common stock at a purchase price of
$2.85 per share until its expiration on May 23, 2012. On August
20, 2007, the Company granted Mr. Zagunis a stock option to acquire 50,000
shares of the Company’s common stock at a purchase price of $2.55 per
share until its expiration on August 10, 2012.
|
|
|
|
|
(b)
|
Mr.
Barton, Chairman and Chief Executive Officer of the Company, Mr. Awtrey,
Senior Vice President and Mr. Vaughan, the President, General Counsel and
Assistant Secretary of the Company, received no compensation during 2008
for services to the Company as inside Directors. Mr. Awtrey’s
outstanding stock options are set forth in the Executive Officer
Compensation Table set forth above.
|
|
|
|
|
(c)
|
As
of December 31, 2008, Mr. Vaughan had an option to purchase 15,000 shares
of the Company’s common stock at $1.70 per share. The option,
which was granted pursuant to The 2006 Landmark Land Company, Inc.
Incentive Stock Option Plan, will vest on November 30, 2012 and will
expire on November 29, 2017.
|
On August
1, 2002, the Company adopted a policy of compensating outside Directors the sum
of $3,000 per calendar quarter. During October 2008, the Directors
resolved to defer the payment of all Directors’ fees until the Company’s cash
flow improved. Mr. White declined to accept any Directors’ fees since
June 2008 and has notified the Company that he will begin accepting such fees
once the Company’s cash flow has improved.
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
During
the Company’s last two fiscal years, there were no transactions involving
amounts exceeding $120,000 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, 2009, 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 $391,247. During the January 2007 through
August 2009 period, interest on this indebtedness in the amount of
$100,000 was paid to Mr. Barton. The Company acquired DPMG Inc.
during 2003.
|
|
|
|
|
2.
|
On
August 31, 2009, 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 $475,178. During the
January 2007 through August 2009 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 2007 through August 2009 period,
no services were performed for Newco pursuant to such
agreement.
|
|
|
|
|
4.
|
As
of August 31, 2009, a subsidiary of the Company, DPMG, Inc., had borrowed
from Newco the principal amount of $1,310,000, which sum bears interest at
10% per annum, compounded annually and is due and payable in full on
November 1, 2010. As of August 31, 2009, the loan had an
accrued interest balance of $47,822.22. During 2009,
interest on this indebtedness in the amount of $29,500 was paid to
Newco.
|
|
|
|
|
5.
|
On
July 29, 2009, a subsidiary of the Company, DPMG,
Inc., borrowed from Barton Theatre Company the principal sum of
$31,800, which sum bears interest at 10% per annum, compounded annually
and is due upon demand. As of August 31, 2009, the loan had an
accrued interest balance of $291. As of August 31, 2009, no
payments of principal or interest had been paid to Barton Theatre
Company.
|
|
|
|
|
6.
|
The
Company and its subsidiaries have employment relationships with members of
the immediate family of Gerald G. Barton and Gary R. Kerney in which
compensation amounts exceeded $120,000. Mr. Barton’s
son-in-law, William W. Vaughan, III, is employed by the Company as
President, Chief Operating Officer, General Counsel and Assistant
Secretary, with total compensation of $263,172 in 2008 and $263,172 in
2007. Mr. Barton’s son, G. Douglas Barton, is employed by the
Company as Senior Vice President, with total compensation of $212,680 in
2008 and $203,146 in 2007; Mr. Barton’s daughter, Martha B. Doherty, is
employed by the Company as Vice President, with total compensation of
$179,764 in 2008 and $148,563 in 2007. Mr. Kerney’s son,
Michael R. Kerney, is employed by the Company as Vice President, with
total compensation of $194,584 in 2008 and $185,050 in
2007.
|
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,
2008.
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
Aronson
& Company (“Aronson”) was previously the principal accountant for the
Company. On January 20, 2009, the Company dismissed Aronson as the
Company’s principal accountant and engaged Reznick Group, P.C. (“Reznick”) as
the Company’s principal accountant. The decision to dismiss Aronson
was approved by the Audit Committee of the Board of Directors of the
Company.
Aronson’s
report on the Consolidated Financial Statements for the years ended December 31,
2007 and 2006 did not contain any adverse opinion or disclaimer of opinion, nor
were such reports qualified or modified as to uncertainty, audit scope, or
accounting principles.
Except as
set forth below, during the Company’s two most recent fiscal years and through
the date of this report, there were no disagreements with Aronson on any matter
of accounting principles or practices, financial statement disclosure or
auditing scope or procedure which disagreements, if not resolved to the
satisfaction of Aronson, would have caused it to make reference to the subject
matter of the disagreements in connection with its report.
In the
fourth quarter of 2008, a question arose regarding the Company’s estimation of
future taxable income that may be available to utilize an existing deferred tax
asset; specifically, whether it is appropriate to include anticipated income
from a foreign affiliate whose income will be recognized in GAAP financial
statements when earned, but will be reported in US income tax returns only when
it is repatriated to the US or otherwise becomes subject to US income
tax. By mutual agreement, the Company and Aronson jointly requested
guidance from the SEC Office of Chief Accountant and the issue was
resolved. The subject matter of this disagreement was discussed
between the Audit Committee of the Company and Aronson, and the Company
authorized Aronson to respond fully to the inquiries of the Company’s successor
accountant concerning the subject matter of this disagreement.
During
the Company’s two most recent completed fiscal years and through the date of
Reznick’s engagement, the Company did not consult Reznick regarding
either the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be
rendered on the Company’s Consolidated Financial Statements, or any matter that
was either the subject of a disagreement with the former principal accountant or
a reportable event which would require disclosure pursuant to Item
304(a) of the Act.
On
January 20, 2009, the Company provided Aronson and Reznick with a copy of the
disclosures it made in response to Item 304(a) of the Securities
Act. The Company requested that Aronson furnish it with a letter
addressed to the Securities and Exchange Commission stating whether it agreed
with the above statements, and if not, stating the respects in which it did not
agree. A copy of Aronson’s letter is filed as Exhibit A to this
statement. The Company requested that Reznick review the disclosures
it made in response to Item 304(a) of the Securities Act and offered Reznick the
opportunity to furnish the Company with a letter addressed to the Securities and
Exchange Commission containing any new information, clarification of the
Company’s expression of its views or the respects in which it did not agree with
the statements by the Company in response to Item 304(a). Reznick had
no disagreement with the disclosures and consequently declined the opportunity
to furnish the Company with such a letter.
Set forth
below is certain information concerning aggregate fees billed for professional
services rendered by Aronson & Company during fiscal 2008 and
2007:
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
Audit
fees (1)
|
|
$
|
96,767
|
|
|
$
|
94,138
|
|
|
Audit-related
fees (2)
|
|
|
-
|
|
|
|
-
|
|
|
Tax
fees (3)
|
|
|
-
|
|
|
|
-
|
|
|
All
other fees (4)
|
|
|
-
|
|
|
|
11,248
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
96,767
|
|
|
$
|
105,386
|
|
|
(1)
|
Represents
fees for professional services rendered by the principal accountant for
the audit of the Company’s annual financial statements and review of
financial statements included in the Company’s Form 10Q or services that
are normally provided by the accountant in connection with statutory and
regulatory filings or engagements for those fiscal
years..
|
|
|
|
|
(2)
|
Represents
fees for assurance and related services by the principal accountant that
are reasonably related to the performance of the audit or review of the
Company's financial statements that are not reported as audit
fees.
|
|
|
|
|
(3)
|
Represents
fees for professional services rendered by the principal accountant for
tax compliance, tax advice and tax planning.
|
|
|
|
|
(4)
|
Represents
fees for products and services provided by the principal accountant other
than the services reported as audit fees. Audit-related fees or
tax fees. Of the $11,248 which are characterized as All other
fees, approximately $1,100 was billed for services relating to the
auditor’s consent filed as an exhibit to the Company’s Form S8 filing on
January 9, 2007 and approximately $10,150 was billed as fees for the
principal accountant’s review of a proposed acquisition which was not
consummated during 2007.
|
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.
A
representative of Reznick Group, P.C. 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, 2010. 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.
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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
November
2, 2009
Exhibit
A
January
21, 2009
Securities
and Exchange Commission
100 F
Street, N.E.
Washington,
D.C. 20549
RE:
Landmark Land Company, Inc. (Commission File number 0001-08755)
We have
read the statements that we understand Landmark Land Company, Inc. will include
under Item 4.01 of the Form 8-K report it will file regarding the recent change
of auditors. We agree with such statements made regarding our firm. We have no
basis to agree or disagree with other statements made under Item
4.01.
Yours
truly,
/s/
Aronson & Company
Aronson
& Company
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 Georgene A. Feather 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 26, 2009, at the Annual Meeting of Stockholders to be held at South
Padre Island Golf Club, 1 Ocelot Trail, Laguna Vista, Texas 78578, at 9:00 a.m.,
local time, on Tuesday, December 8, 2009, or any adjournment or postponement
thereof.
(Continued
and to be signed on the reverse side)
ANNUAL
MEETING OF STOCKHOLDERS OF
LANDMARK
LAND COMPANY, INC.
December
8, 2009
NOTICE OF
INTERNET AVAILABILITY OF PROXY MATERIAL
The Notice of
Meeting, proxy statement and proxy card
are available
at
http://www.amstock.com/ProxyServices/ViewMaterial.asp?CoNumber=11294
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.
↓
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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.
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X
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1.
Election of Directors:
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NOMINEES:
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2.
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The
ratification of the appointment of Aronson & Company as the
independent registered accounting firm for the fiscal year ending December
31, 2009.
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For
o
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Against
o
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Abstain
o
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m
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Gerald
G. Barton
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___
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o
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FOR
ALL NOMINEES
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m
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Bernard
G. Ille
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___
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o
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WITHHOLD
AUTHORITY FOR
ALL
NOMINEES
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m
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David
A.. Sislen
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___
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m
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Robert
W. White
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___
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o
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FOR
ALL EXCEPT
(See
instructions below)
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m
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William
W. Vaughan, III
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___
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m
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Jim
L. Awtrey
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___
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m
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Harold
F. Zagunis
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___
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INSTRUCTION
:
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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.
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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.
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o
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Signature
of Shareholder _________________________ Date _______________
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Signature of
Shareholder__________________ Date _______________
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Note:
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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)
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De Dic 2024 a Ene 2025
Landmark Land (CE) (USOTC:LLND)
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De Ene 2024 a Ene 2025
