Additional Proxy Soliciting Materials (definitive) (defa14a)
20 Marzo 2013 - 12:04PM
Edgar (US Regulatory)
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:
[] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Microwave Filter Company, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement if other than the
Registrant)
Payment of Filing Fee (Check the
appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
1) Title of each class of
securities to which transaction applies:
2) Aggregate number of
securities to which transaction applies:
3) Per unit price or other
underlying value of transaction computed
pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which
the filing
fee is calculated and state how it was determined):
4) Proposed maximum aggregate
value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided
by Exchange Act
Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was
paid previously. Identify the previous
filing by registration statement
number, or the Form or Schedule and the
date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or
Registration Statement No.:
3) Filing Party:
4) Date Filed:
<page>
Supplement
#1 to Definitive Proxy Statement
This supplemental information should be read in conjunction with the Definitive
Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission
(the “SEC”) by the Company on March 1, 2013, which should be read
in its entirety.
<page>
Dear Shareholder of Microwave Filter
Company, Inc.:
We recently mailed you proxy material
in connection with our upcoming Annual Meeting of Shareholders to be held on
April 10, 2013. According to our records, we have not yet received your vote
or you may want to reconsider your previous vote.
It is very important
that your shares be voted, regardless of the number of shares you own.
Please take a moment to
VOTE
your shares by returning your voting form in the envelope provided. If your
shares are in street name you may vote by internet or phone by following the
enclosed instructions.
Our Board of Directors recommends
the following:
Proposal 1 – FOR
Proposal 2 – FOR
Proposal 3 – FOR
Proposal 4 – 3 years
Proposal 5 – AGAINST
Please note Proposal 5 is put forward
by dissident shareholder, Mr. Daniel Rudewicz of Furlong Financial LLC who previously
(last year) withdrew a similar proxy access proposal on the eve of the Shareholder’s
meeting. If you recall Mr. Rudewicz also put forth himself and Mr. Ryan Morris
as Director candidates as well last year (whose candidacy was also withdrawn
on the eve of the Shareholder’s meeting).
Quoting from last year’s proxy
material (2012) may provide background information and context to be considered
by our shareholders.
From Last Years (2012) Proxy Material:
“Daniel Rudewicz (Furlong
Financial LLC) and Ryan Morris appear to be “professional dissident shareholders”
who utilize “proxy access” proposals and engage in proxy contests
to obtain board seats and eventually, gain control of a target company’s
Board or gain other “remuneration.”
Currently (or in the recent past)
Rudewicz and/or Morris have made such hostile and aggressive attacks on the
following companies: (1) Paragon Technologies (PNT.PK), Easton, PA; (2) KSW,
Inc., Long Island City, NY; (3) Pinnacle Airlines Corp (PNCL), Memphis, TN and
(4) Infusystem Holdings Inc. (NYSE-AMEX:1NFU), Madison Heights, MI.
Rudewicz (and Morris) are expected
to wage a second proxy contest at next years (2013) Shareholder’s Meeting
to install an additional group of three dissident Directors and complete their
“take over” of your Board using their proposed proxy access proposal
(Proposal 2). They expect you to cede control of your Board to a group of stockholders
owning
as little as 15% of the company shares for as little as 30 days
without paying any customary control premiums.”
While Mr. Rudewicz is
not
running a slate of Directors this year,
as predicted he is back with
another proxy access proposal
. While Mr. Rudewicz’s motivations
are not known, management believes it is the best interest of the shareholders
to vote AGAINST his proposal (Proposal No. 5).
If you recently voted for Proposal
No. 5 you may vote again and your most recently dated vote will replace your
previous vote.
Thank you for your continued cooperation
and support.
Sincerely,
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Robert
R. Andrews
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Chairman
of the Board
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PROXY
This proxy is Solicited by The Board of Directors of Microwave
Filter Company, Inc.
Proxy for 2013 Annual Meeting of Shareholders
The undersigned hereby appoints Robert R. Andrews and Carl F. Fahrenkrug proxies
of the undersigned, with full power of substitution, to vote shares of common
stock of the Company which the undersigned is entitled to vote at the 2013 Annual
Meeting of the Shareholders to be held on Wednesday, April 10, 2013 at 10:00
a.m. and any adjournments thereof as follows:
(1) ELECTION OF DIRECTORS
Instructions: To vote for all nominees, place an X
in box number 1. To withhold authority to vote for any individual nominee, place
an X in box number 2, and draw a line through his/her name in the list below.
1. [ ] For All Nominees
2. [ ] For All Nominees Except Those With A Line Through Their Name
Robert R. Andrews Sidney K. Chong
Richard L. Jones Robert D. Shiroki
The Board of Directors recommends a vote FOR all nominees.
(2) Proposal to ratify the appointment of EFP Rotenberg, LLP as the Company's
independent auditors for the fiscal year ending September 30, 2013.
FOR [ ] AGAINST [ ] ABSTAIN [
]
The Board of Directors recommends a vote FOR this proposal.
(3) Advisory approval of compensation of named executives as disclosed in the
Proxy Statement.
FOR [ ] AGAINST [ ] ABSTAIN [
]
The Board of Directors recommends a vote FOR this proposal.
(4) Advisory vote on the frequency of the advisory vote on the compensation
of the named executives as disclosed in the Proxy Statement.
3 YEARS [ ] 2 YEARS [ ] 1 YEAR
[ ] ABSTAIN [ ]
The Board of Directors recommends 3 YEARS
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(5) Shareholder Proposal to Amend the Amended and Restated Bylaws of the Company
to add a new Bylaw that would allow a shareholder, or group of shareholders,
beneficially owning 3% or more of the Company's common stock continuously for
at least three years to nominate three candidates for the election to the Company's
Board of Directors at the meeting of stockholders.
FOR [ ] AGAINST [ ] ABSTAIN [
]
The Board of Directors recommends a vote AGAINST this
proposal.
In their discretion, the proxies are authorized to vote upon other matters
properly coming before the meeting or any adjournments thereof. This proxy will
be voted as directed by the undersigned. IF NO DIRECTION IS GIVEN, THIS PROXY
WILL BE VOTED FOR PROPOSAL (1), (2), (3) and 3 years for Proposal (4) AND AGAINST
SHAREHOLDER PROPOSAL (5).
NOTE: Please date and sign exactly as your name or names appear below and return
in the enclosed postage paid envelope. When signing as an Attorney, Executor,
Trustee, Guardian or Officer of a Corporation, please give title as such.
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__________________________
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Signature
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Date
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__________________________
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Signature if held jointly
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Date
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IMPORTANT: To assist the Company in planning the Annual Meeting please check
the following:
I plan to attend the Annual Meeting _____ I do not plan to attend the Annual
Meeting _____
Microwave Filter (PK) (USOTC:MFCO)
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