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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
(Amendment No. )
Filed by the Registrant [X] Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY
(AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-12
INNOVATIVE SOLUTIONS AND SUPPORT, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
NOT APPLICABLE
--------------------------------------------------------------------------------
(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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INNOVATIVE SOLUTIONS AND SUPPORT, INC.
720 Pennsylvania Drive
Exton, Pennsylvania 19341
610-646-9800
-----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Dear Shareholder:
You are invited to attend the Annual Meeting of Shareholders of Innovative
Solutions and Support, Inc.
Date: Thursday, February 27, 2003
Time: 10:00 a.m., Eastern Standard Time
Place: 720 Pennsylvania Drive, Exton, Pennsylvania 19341
Purposes of the Meeting:
. To elect three Class III directors to our Board of Directors for a term
of three (3) years and until their successors are duly elected and
qualified; and
. To transact any other business that may properly come before the meeting.
Record Date:
December 23, 2002 is the record date for the meeting. This means that
holders of our common stock at the close of business on that date are entitled
to:
. receive notice of the meeting; and
. vote at the meeting and any adjournment or postponement of the meeting.
In the event that the meeting is adjourned for one or more periods totaling
at least 15 days due to the fact that there is not a proper quorum, the
shareholders entitled to vote who attend the adjourned meeting, even if there
is not a proper quorum, shall constitute a quorum for the purpose of acting
upon any of the named matters above.
Proxy Solicitation:
The enclosed proxy is solicited by our Board of Directors.
Annual Report:
We have enclosed a copy of our 2002 annual report on Form 10-K, which is not
a part of the proxy soliciting materials.
Voting:
Your vote is important. Please sign, date and return your proxy card
promptly so your shares can be represented, even if you plan to attend the
meeting. Please see the proxy card for instructions on how to vote. You can
revoke a proxy at any time prior to its exercise at the meeting by following
the instructions in the proxy statement or by attending the meeting and voting
in person.
Geoffrey S.M. Hedrick
Chairman of the Board and Chief
Executive Officer
January 16, 2003
INNOVATIVE SOLUTIONS AND SUPPORT, INC.
720 Pennsylvania Drive
Exton, Pennsylvania 19341
610-646-9800
Table of Contents
ABOUT THE MEETING.............................................. 1
SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS................... 3
SECURITY OWNERSHIP OF MANAGEMENT............................... 4
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE........ 4
ELECTION OF DIRECTORS.......................................... 4
Directors and Nominees...................................... 5
Committees of the Board of Directors........................ 6
Executive Officers.......................................... 7
EXECUTIVE COMPENSATION......................................... 8
STOCK PERFORMANCE GRAPH........................................ 10
REPORT OF THE COMPENSATION COMMITTEE........................... 11
REPORT OF THE AUDIT COMMITTEE.................................. 12
SHAREHOLDER PROPOSALS FOR 2004 ANNUAL MEETING AND OTHER MATTERS 13
AUDIT COMMITTEE CHARTER........................................ 15
INNOVATIVE SOLUTIONS AND SUPPORT, INC.
720 Pennsylvania Drive
Exton, Pennsylvania 19341
(610) 646-9800
PROXY STATEMENT
for
Annual Meeting of Shareholders
February 27, 2003
We are sending you this proxy statement and the enclosed proxy card because
our Board of Directors is soliciting your proxy to vote your shares at our 2003
annual meeting of shareholders. The annual meeting will be held on February 27,
2003 at 10:00 a.m., local time, at our corporate offices at 720 Pennsylvania
Drive, Exton, Pennsylvania. We began mailing this proxy statement and the proxy
card on or about January 16, 2003.
ABOUT THE MEETING
Who can vote?
You can vote if, as of the close of business on December 23, 2002, you were
a shareholder of record of our common stock. On that date, 12,701,013 shares of
our common stock were outstanding and entitled to vote. We do not have any
other classes of voting stock outstanding other than our common stock. Each
share of common stock is entitled to one vote, and there are no cumulative
voting rights when voting for directors.
What constitutes a quorum?
The presence at the annual meeting, in person or by proxy, of a majority of
the outstanding shares as of the record date must be present to hold the annual
meeting. Abstentions from voting and broker "non-votes" will be counted toward
a quorum. A broker "non-vote" occurs when the nominee holding a shareholder's
shares does not vote on a particular proposal because the nominee does not have
discretionary voting power on that item and has not received instructions from
the shareholder.
What vote is required and what is the method of calculation?
The nominees for director who receive a plurality of the shares of common
stock present or represented by proxy at the annual meeting will be elected.
Approval of each other matter to be voted on at the annual meeting requires the
affirmative vote of a majority of the shares of our common stock present or
represented and entitled to vote at the annual meeting. Abstentions or broker
"non-votes" will not be counted for or against matters to be acted on at the
annual meeting.
What matters will be voted on?
Our Board does not intend to bring any other matters before the annual
meeting except the matter listed in the notice, and the Board is not aware of
anyone else who will submit any other matters to be voted on. However, if any
other matters properly come before the annual meeting, the people named on the
proxy card, or their substitutes, will be authorized to vote on those matters
in their own judgment.
How do I vote by proxy?
When you return your properly signed and dated proxy card prior to the
annual meeting, your shares will be voted in accordance with your instructions
marked on the proxy card. If you sign your proxy card but do not specify how
you want your shares to be voted, they will be voted as recommended by the
Board of Directors.
Can I change my vote after I return my proxy card?
Yes. You can change or revoke your proxy at any time before the annual
meeting either by notifying our Secretary in writing or by sending another
executed proxy dated later than the first proxy card. Attendance at the annual
meeting will not cause your previously granted proxy to be revoked unless you
specifically so request. For shares held beneficially by you, you may
accomplish this by submitting new voting instructions to your broker or nominee.
Can I vote in person at the annual meeting instead of voting by proxy?
Yes. However, we encourage you to complete and return the enclosed proxy
card to ensure that your shares are represented and voted. If you attend the
annual meeting in person, you may then vote in person even though you returned
your proxy card.
Who pays for this proxy solicitation?
We do. We will pay all costs in connection with the meeting, including the
cost of preparing, assembling and mailing proxy materials, handling and
tabulating the proxies returned, and charges of brokerage houses, nominees and
fiduciaries in forwarding proxy materials to our beneficial owners. In addition
to the mailing of the proxy materials, our directors, officers and employees,
as well as a professional proxy solicitation organization, may also solicit
proxies in person or by telephone, telegraph, telecopy or online. We will
reimburse their expenses for doing this.
Who Can Help Answer Your Questions?
If you have questions about the annual meeting or would like additional
copies of this proxy statement, you should contact our Chief Financial Officer,
James J. Reilly, 720 Pennsylvania Drive, Exton, Pennsylvania 19341, telephone
(610) 646-9800.
Annual Report
Our annual report to shareholders on Form 10-K for the year ended September
30, 2002, accompanies this proxy statement. On written request, we will
provide, without charge, a copy of our annual report on Form 10-K for the year
ended September 30, 2002, filed with the Securities and Exchange Commission
(including a list briefly describing the exhibits thereto), to any record
holder or beneficial owner of our common stock on December 23, 2002, the record
date, or to any person who subsequently becomes such a record holder or
beneficial owner. Requests should be directed to the attention of our Chief
Financial Officer at the address set forth above.
2
SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS
The following table sets forth certain information with respect to the
beneficial ownership, as of December 23, 2002, of each person who we knew to be
the beneficial owner of more than 5% of our common stock. Each of the
shareholders named below has sole voting and investment power with respect to
such shares, unless otherwise indicated.
Common Stock
-----------------------------------
Name of Beneficial Owner Number of Shares Percent of Class(1)
------------------------ ---------------- -------------------
Geoffrey S. M. Hedrick(2)..... 3,328,584 25.9%
Putnam Investments, LLC.(3)... 1,356,900 10.4%
Parker Hannifin Corporation(4) 1,179,540 9.0%
--------
(1) As used in this table, beneficial ownership means the sole or shared power
to vote or direct the voting of a security, or the sole or shared
investment power with respect to a security (i.e., the power to dispose, or
direct the disposition, of a security). A person is deemed as of any date
to have beneficial ownership of any security that such person has the right
to acquire within 60 days after such date. Percentage ownership is based
upon 12,701,013 shares of common stock outstanding as of December 23, 2002.
(2) Mr. Hedrick's address is c/o Innovative Solutions and Support, Inc., 720
Pennsylvania Drive, Exton, PA 19341. Includes warrants to purchase 149,088
shares of our common stock and options to purchase 400 shares, which were
exercisable as of December 23, 2002, or within 60 days from such date.
(3) As reflected in a Schedule 13G dated December 14, 2001. In that Schedule
13G, Putnam reported that it had shared voting power over 543,900 shares,
and shared dispositive power over 1,356,900 shares. Putnam stated in that
Schedule 13G that these securities are owned by various individual and
institutional investors for which Putnam and/or its affiliates serve as an
investment advisor with the power to direct investment and/or power to vote
the securities. Putnam disclaims that it is the beneficial owner of such
securities. The address of The Putnam Investments, LLC is One Post Office
Square, Boston, Massachusetts 02109.
(4) The address of Parker Hannifin Corporation is 18321 Jamboree Boulevard,
Irvine, California 92612. The board of directors of Parker Hannifin has
dispositive and voting power over the shares held by Parker Hannifin.
3
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership as of December 23, 2002 of (i) each director, (ii) our
chief executive officer and each other executive officer who earned more than
$100,000 during fiscal year 2002 (collectively, the "Named Executive Officers")
and (iii) all the directors and executive officers as a group. Each of the
shareholders named below has sole voting and investment power with respect to
such shares.
Name of Beneficial Owner Number of Shares Percent of Class(1)
------------------------ ---------------- -------------------
Geoffrey S. M. Hedrick..................................... 3,328,584(2) 25.9%
Robert E. Mittelstaedt, Jr................................. 167,752 1.3%
Winston J. Churchill....................................... 84,017 *
James J. Reilly............................................ 56,019(3) *
Benjamin A. Cosgrove....................................... 48,743 *
Robert H. Rau.............................................. 29,496 *
Roger E. Mitchell.......................................... 30,546(4) *
Glen R. Bressner........................................... 14,058 *
Ivan M. Marks.............................................. 1,300 *
All executive officers and directors as a group (9 persons) 3,760,515(5) 29.3%
--------
* Less than 1%.
(1) As used in this table, beneficial ownership means the sole or shared power
to vote or direct the voting of a security, or the sole or shared
investment power with respect to a security (i.e., the power to dispose, or
direct the disposition, of a security). A person is deemed as of any date
to have beneficial ownership of any security that such person has the right
to acquire within 60 days after such date. Percentage ownership is based
upon 12,701,013 shares of common stock outstanding as of December 23, 2002.
(2) Includes warrants to purchase 149,088 shares and options to purchase 400
shares, which were exercisable as of December 23, 2002, or within 60 days
from such date.
(3) Includes options to purchase 53,019 shares, which were exercisable as of
December 23, 2002, or within 60 days from such date.
(4) Represents the total number of outstanding options to purchase shares,
which were exercisable as of December 23, 2002, or within 60 days from such
date.
(5) Includes warrants to purchase 149,088 shares and options to purchase 83,965
shares, which were exercisable as of December 23, 2002, or within 60 days
from such date.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
our officers (as defined under Section 16(a) of the Securities Exchange Act),
directors and persons who own greater than 10% of a registered class of our
equity securities to file reports of ownership and changes in ownership with
the Securities and Exchange Commission. Based solely on a review of the forms
we have received and on written representations from certain reporting persons
that no such forms were required for them, we believe that during fiscal 2002,
all of the Section 16(a) filing requirements applicable to our officers,
directors and 10% beneficial owners were complied with by such persons.
ELECTION OF DIRECTORS
(Item 1 on Proxy Card)
At the annual meeting, the shareholders will elect three Class III directors
to hold office until the annual meeting of shareholders in 2006 and until their
respective successors have been duly elected and qualified. The
4
Board is divided into three classes serving staggered three-year terms, the
term of one class of directors to expire each year. The term of the Class III
directors expires at the 2003 annual meeting of shareholders. Upon the
recommendation of the Nominating Committee, the Board has nominated Messrs.
Geoffrey S.M. Hedrick, Winston J. Churchill and Benjamin A. Cosgrove to serve
as directors. Each is currently serving as a Class III director and has
indicated a willingness to continue serving as a director. Unless contrary
instructions are given, the shares represented by a properly executed proxy
will be voted "FOR" the election of Messrs. Hedrick, Churchill and Cosgrove.
The three nominees receiving a plurality of the votes cast for director will be
elected. Should any of the nominees become unavailable to accept election as a
director, the persons named in the enclosed proxy will vote the shares that
they represent for the election of such other person as the Board may
recommend. The Board of Directors recommends voting "FOR" the nominees for
Class III directors.
Directors and Nominees
The current members of the Board of Directors, including the nominees for
Class III directors, together with certain information about them, are set
forth below:
Director Term
Name Age Since Expires Positions with the Company
---- --- -------- ------- --------------------------
Class I Directors
Ivan M. Marks.............. 61 1996 2004 Director
Robert H. Rau.............. 66 2001 2004 Director
Class II Directors
Glen R. Bressner........... 42 1999 2005 Director
Robert E. Mittelstaedt, Jr. 59 1989 2005 Director
Class III Directors
Geoffrey S. M. Hedrick..... 60 1988 2003 Director, Chairman of the Board
and Chief Executive Officer
Winston J. Churchill....... 62 1990 2003 Director
Benjamin A. Cosgrove....... 76 1992 2003 Director
Ivan M. Marks. Mr. Marks has been the Vice President-Controller of Parker
Aerospace Group, which is the aerospace segment of Parker Hannifin Corporation,
since 1979. Mr. Marks holds a Bachelor of Science degree in Business
Administration from Drake University and is a Certified Public Accountant.
Robert H. Rau. Mr. Rau retired December 31, 1998 as President of the
Aerostructures Group of The Goodrich Company. Prior to its merger with
Goodrich, Mr. Rau was President and Chief Executive Officer of Rohr, Inc. from
1993 to 1997. Before joining Rohr, he was an Executive Vice President of Parker
Hannifin Corporation and President of its Aerospace Sector. In addition, Mr.
Rau is a past member of the Board of Governors of the Aerospace Industries
Association, a past Chairman of the General Aviation Manufacturers Association,
a member of the Board of Trustees of Whittier College and a member of the Board
of Directors of Goodrich Aerospace Europe and HCC Industries, Inc. and Chairman
of the International Advisory Panel of Singapore Aerospace. Mr. Rau received a
Bachelor of Arts degree in Business Administration from Whittier College in
1962.
Glen R. Bressner. Mr. Bressner has been a partner of Mid-Atlantic Venture
Funds, a venture capital firm, since 1997. Mr. Bressner is also a partner of
NEPA Venture Fund, L.P., a venture capital firm, a position he has held since
1985. From 1996 to 1997, Mr. Bressner served as the Chairman of the Board of
Directors of the Greater Philadelphia Venture Group. Mr. Bressner holds a
Bachelor of Science degree in Business Administration from Boston University
and a Masters of Business Administration degree from Babson College.
Robert E. Mittelstaedt, Jr. Mr. Mittelstaedt served as our Chairman of the
Board of Directors from 1989 to 1997. Since 1989, Mr. Mittelstaedt has been
Vice Dean of The Wharton School of the University of
5
Pennsylvania. Mr. Mittelstaedt also serves on the Board of Directors of
Laboratory Corporation of America Holdings, Inc. Mr. Mittelstaedt holds a
Bachelor of Science degree from Tulane University and a Masters of Business
Administration degree from The Wharton School of the University of Pennsylvania.
Geoffrey S. M. Hedrick. Mr. Hedrick has been our Chief Executive Officer
since he founded the company in February 1988 and our Chairman of the Board
since 1997. Prior to founding the company, Mr. Hedrick served as President and
Chief Executive Officer of Smiths Industries, North American Aerospace
Companies. He also founded Harowe Systems, Inc. in 1971, which was subsequently
acquired by Smiths Industries. Mr. Hedrick has over 35 years of experience in
the avionics industry, and he holds a number of patents in the electronics,
optoelectric, electromagnetic, aerospace and contamination-control fields.
Winston J. Churchill. Since 1996, Mr. Churchill has been a managing general
partner of SCP Private Equity Partners, L.P., a private equity fund sponsored
by Safeguard Scientifics, Inc. In addition, since 1991, Mr. Churchill has been
the Chairman of the Board of Churchill Investment Partners, Inc. and CIP
Capital, Inc., both of which are venture capital firms. Mr. Churchill is also a
director of Amkor Technology, Inc., Freedom Securities Corp., Griffin Land and
Nurseries, Inc. and CinemaStar Luxury Theaters, Inc. Mr. Churchill is a member
of the Executive Committee of the Council of Institutional Investors. Mr.
Churchill holds a Bachelor of Science degree from Fordham University, a Masters
of Business Administration from Oxford University and a Juris Doctor from Yale
Law School.
Benjamin A. Cosgrove. Prior to his retirement, Mr. Cosgrove was employed by
Boeing for 44 years and held a number of positions, including Senior Vice
President for Engineering in the Commercial Division. Mr. Cosgrove is currently
a member of the NASA Advisory Council's Task Force on the Shuttle-Mir
Rendezvous and Docking Missions and the Task Force on International Space
Station Operational Readiness. Mr. Cosgrove holds a Bachelor of Science degree
in Aeronautical Engineering and an honorary Doctorate degree in engineering
from Notre Dame University.
Committees of the Board of Directors
The Board maintains four standing committees: Audit, Compensation,
Investment and Nominating.
Audit Committee. The Audit Committee makes recommendations to the Board
with respect to various auditing and accounting matters, including the
selection of our auditors, the scope of our annual audits, fees to be paid to
the auditors, the performance of our auditors and our accounting practices. In
addition, the Audit Committee has responsibility for, among other things, the
planning and review of our annual and periodic reports and accounts and the
involvement of our auditors in that process. Messrs. Marks (Chairman), Bressner
and Rau are currently members of the Audit Committee.
Compensation Committee. The Compensation Committee recommends, reviews and
oversees the salaries, benefits and stock option plans for our employees,
consultants, directors and other individuals compensated by us. Messrs.
Cosgrove (Chairman), Churchill and Mittelstaedt are currently the members of
the Compensation Committee.
Investment Committee. The Investment Committee assists the Board of
Directors in fulfilling its oversight responsibilities with respect to
recommendations pertaining to the investment of excess capital. Messrs. Rau
(Chairman), Bressner and Churchill are currently members of the Investment
Committee.
Nominating Committee. On November 21, 2002 we established a Nominating
Committee, which consists of all non-employee directors. The Nominating
Committee functions shall include establishing the criteria for selecting
candidates for nomination to the Board; actively seeking candidates who meet
those criteria; and making recommendations to the Board of nominees to fill
vacancies on, or as additions to, the Board. The
6
Nominating Committee will consider nominees for election to the Board that are
recommended by stockholders provided that a complete description of the
nominees' qualifications, experience and background, together with a statement
signed by each nominee in which he or she consents to act as such, accompany
the recommendations. Such recommendations should be submitted in writing to the
attention of the Chairman of the Board, and should not include self-nominations.
Meetings and Attendance
During the fiscal year ended September 30, 2002, the full Board held four
meetings, the Audit Committee met three times and the Compensation Committee
met once. All directors attended at least 75% of the meetings of the full Board
and the meetings of the committees on which they served. The Investment
Committee was formed in fiscal 2002 and held its first meeting in November 2002
(fiscal 2003).
Compensation of Directors
In February 2000, our Board adopted a Non-Employee Director Compensation
Plan under which each non-employee director who serves on the Board at the
beginning of each fiscal year, commencing October 1, 2000 (fiscal year 2001),
will be entitled to receive shares of common stock with a fair market value of
$25,000, determined as of the first day of such fiscal year. The shares vest
quarterly during the fiscal year, provided that the director is still serving
on the board on the date the shares are scheduled to vest. Additionally, each
non-employee director receives $1,000 for each board meeting attended. All
directors are reimbursed for reasonable travel and lodging expenses associated
with attendance at meetings.
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee currently serves as an officer of
the company. There are no compensation committee interlocks between us and any
other entity involving us or such entity's executive officers or board members.
Executive Officers
Set forth below is a table identifying our executive officers who are not
identified in the tables above.
Name Age Position with the Company
---- --- -------------------------
James J. Reilly.. 62 Chief Financial Officer
Roger E. Mitchell 48 Vice President of Operations
James J. Reilly. Mr. Reilly has been our Chief Financial Officer since
February 2000. From 1996 to 1999, Mr. Reilly was employed by B/E Aerospace,
Inc., Seating Products Group, where he served as Vice President and Chief
Financial Officer. From 1989 to 1996, Mr. Reilly was employed by E-Systems,
Inc. as Vice President and Principal Accounting Officer. Mr. Reilly holds a
Bachelor of Science degree and a Masters of Business Administration degree from
the University of Hartford.
Roger E. Mitchell. Mr. Mitchell has been our Vice President of Operations
since September 1999. From July 1998 until September 1999, Mr. Mitchell served
as our Director of Operations. Prior to joining us, Mr. Mitchell was employed
by AlliedSignal, where he held various positions, including Operations Manager
from 1994 to 1998. Mr. Mitchell received a Bachelor of Arts degree from Lewis
University.
7
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth the cash compensation as well as certain
other compensation paid or accrued during fiscal years 2000, 2001 and 2002 to
the Named Executive Officers for services rendered in such years:
Long-Term
Compensation
Annual Compensation Awards
------------------- ---------------------
Securities Underlying All Other
Name and Principal Position Year Salary Bonus Options Compensation
--------------------------- ---- -------- ----- --------------------- ------------
Geoffrey S. M. Hedrick............. 2002 $300,000 -- -- --
Chief Executive Officer 2001 300,000 -- -- --
2000 250,765 -- 1,000 --
David J. Marvin(3)................. 2002 $160,000 -- -- --
Vice President of Marketing and 2001 160,000 -- 1,000 --
Business Development 2000 12,308 -- 50,000 --
James J. Reilly(2)................. 2002 $150,000 -- -- --
Chief Financial Officer 2001 150,000 -- -- 7,481(1)
2000 92,304 -- 88,699 15,361(1)
Roger E. Mitchell.................. 2002 146,154 -- --
Vice President Operations 2001 130,000 -- -- --
2000 131,000 -- 1,000 --
--------
(1) This amount represents a relocation bonus.
(2) Mr. Reilly joined us in February 2000.
(3) Mr. Marvin joined us in August 2000 and his employment with us ended in
November 2002.
Stock Option Grants
There were no stock option grants in 2002 to any of the Named Executive
Officers.
Stock Option Exercises and Holdings
The following table sets forth the value of options held by each of the
Named Executive Officers at September 30, 2002.
Aggregated Option Exercises in 2002
and Option Values at September 30, 2002
Number of Securities
Underlying Unexercised Value of Unexercised
Shares Options at In-The-Money Options at
Acquired September 30, 2002 September 30, 2002(1)
On Value ------------------------- -------------------------
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
---- ------------ ------------ ----------- ------------- ----------- -------------
Geoffrey S. M. Hedrick -- -- 400 600 $ -- $ --
Roger E. Mitchell..... -- -- 30,546 6,082 132,944 24,176
James J. Reilly....... -- -- 35,479 53,220 -- --
David J. Marvin....... -- -- 20,200 30,800 -- --
8
--------
(1) The value of unexercised in-the-money options is based on the difference
between the last sale price of a share of our common stock as reported on
the Nasdaq National Market on September 30, 2002 ($7.69) and the exercise
price of the options, multiplied by the number of options.
Employment Contracts, Termination of Employment and Change in Control
Arrangements
In July 1998, we entered into an employment letter agreement with Roger E.
Mitchell to serve as our Director of Operations at an annual salary of
$110,000. Under the agreement, we granted Mr. Mitchell options to purchase
54,812 shares of common stock at $3.28 per share. Of these options, 27,406 vest
in five equal annual installments beginning on the first anniversary of Mr.
Mitchell's employment with us. The remaining 27,406 options vested in July 1999
upon the achievement by us of certain performance objectives.
9
STOCK PERFORMANCE GRAPH
The following graph compares the percentage change in the cumulative total
return on our common stock during the period from the commencement of public
trading of our common stock on the Nasdaq National Market on August 4, 2000
until September 30, 2002, against the cumulative total return on the Nasdaq
Composite Index and the Russell 2000 index during such period. The comparison
assumes that $100 was invested at the beginning of such period in our common
stock and in each of the foregoing indices and assumes the reinvestment of any
dividends.
Comparison of Cumulative Total Shareholder Returns
[CHART]
ISSC NAS/NMS COMP Russell 2000
Aug-00 $100.00 $100.00 $100.00
Sep-00 139.80 95.08 102.26
Oct-00 146.94 87.23 97.61
Nov-00 108.16 67.25 87.46
Dec-00 142.98 63.95 94.83
Jan-01 112.24 71.78 99.70
Feb-01 118.88 55.70 93.04
Mar-01 106.12 47.64 88.36
Apr-01 106.53 54.78 95.19
May-01 108.16 54.63 97.38
Jun-01 117.55 55.93 100.54
Jul-01 114.45 52.48 95.08
Aug-01 74.69 46.74 91.90
Sep-01 59.35 38.80 79.41
Oct-01 67.43 43.75 83.98
Nov-01 44.08 49.98 90.37
Dec-01 63.43 50.49 95.81
Jan-02 52.98 50.07 94.75
Feb-02 63.84 44.82 92.05
Mar-02 80.49 47.77 99.33
Apr-02 73.47 43.70 100.16
May-02 63.92 41.83 95.61
Jun-02 61.22 37.88 90.74
Jul-02 67.02 34.38 76.96
Aug-02 60.49 34.04 76.68
Sep-02 62.78 30.34 71.05
Oct-02 64.08 34.42 73.25
10
The following report of the compensation committee and the performance graph on
the previous page will not be deemed incorporated by reference by any general
statement incorporating by reference this proxy statement into any filing under
the Securities Act of 1933, as amended, or under the Securities Exchange Act of
1934, as amended, except to the extent that we specifically incorporate this
information by reference. The following report shall not otherwise be deemed
filed under such Acts.
REPORT OF THE COMPENSATION COMMITTEE
The compensation committee of the board of directors is composed of three
non-employee directors. The compensation committee is responsible for setting
and administering the policies that govern annual executive salaries, bonuses
and stock ownership programs. The compensation committee annually evaluates the
performance, and determines or recommends to the full board the compensation,
of the Chief Executive Officer, or CEO, and our other executive officers based
upon a mix of the achievement of corporate goals, individual performance and
comparisons with other companies that are similar to us in terms of size and
character.
The goals of the compensation committee with respect to executive officers,
including the CEO, are to provide compensation designed to attract, motivate
and retain executives of outstanding ability and potential and to align the
interest of executive officers with the interests of our shareholders. We seek
to provide incentives for superior individual performance by paying competitive
compensation, and to base a significant portion of compensation upon our
performance. To meet these goals, the compensation committee has adopted a mix
among the compensation elements of salary and stock option grants with exercise
prices set at the fair market value at the time of grant.
The compensation committee also considers salary and other compensation data
from an analysis of certain comparable companies, and from relevant industry
survey(s), for similar executive positions. Bonuses are awarded on a
company-wide basis upon the achievement of corporate milestones. In awarding
stock options that are reviewed annually, the compensation committee considers
individual performance, overall contribution to us, officer retention and the
total number of stock options to be awarded.
The compensation committee determined that for fiscal year 2002 (the twelve
months ended September 30, 2002) the salary of the Chief Executive Officer
would continue to be $300,000 on an annual basis. There were no cash incentive
compensation payments or stock option grants in fiscal year 2002.
Section 162(m) of the Internal Revenue Code of 1986, as amended, generally
denies a federal income tax deduction for certain compensation exceeding
$1,000,000 paid to the CEO or any of the other named executive officers,
excluding, among other things, certain performance-based compensation. Through
September 30, 2001, this provision has not affected our tax deductions, and the
compensation committee believes that, at the present time, it is unlikely that
the compensation paid to any of our employees in a taxable year will exceed
$1,000,000. The compensation committee intends to continue to evaluate the
effects of the statute and any applicable regulations and to comply with
Internal Revenue Code Section 162(m) in the future to the extent consistent
with our best interests.
The Company's executive compensation program is designed to link the
performance of management to accomplishing both short and long-term goals,
building shareholder value, and personal contribution to the business. The
individual elements are understandable and together provide compensation that
is well suited for the Company. The management team understands the linkage of
operating performance, personal contribution to the business, and their own
compensation.
Submitted by the Compensation Committee:
Benjamin A. Cosgrove (Chairman)
Winston J. Churchill
Robert E. Mittelstaedt, Jr.
11
The following report of the audit committee will not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933, as amended, or
under the Securities Exchange Act of 1934, as amended, except to the extent
that we specifically incorporate this information by reference. The following
report shall not otherwise be deemed filed under such.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee of the Board of Directors is composed of three
non-employee directors. The role of the Audit Committee is to assist our Board
in its oversight of our financial reporting process. The Board, in its business
judgment, has determined that each director is "independent" as required by the
listing standards of the Nasdaq National Market. The Committee operates
pursuant to a charter, a copy of which is attached to the Proxy Statement. As
set forth in the charter, management of the company is responsible for the
preparation, presentation and integrity of our financial statements, our
accounting and financial reporting principles and internal controls and
procedures designed to assure compliance with accounting standards and
applicable laws and regulations. The independent auditors are responsible for
auditing our financial statements and expressing an opinion as to their
conformity with accounting principles generally accepted in the United States
of America.
In the performance of its oversight function, the Audit Committee has
reviewed and discussed the audited financial statements for the year ended
September 30, 2002 with management of the Company and its independent auditors.
The Audit Committee has also discussed with the independent auditors the
matters required to be discussed by Statement on Auditing Standards No. 61,
Communication with Audit Committees, as currently in effect. Finally, the Audit
Committee has 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 currently in effect, and has
considered whether the provision of non-audit services by the independent
auditors is compatible with maintaining the auditor's independence and has
discussed with the auditors the auditors' independence.
Based upon the review, reports and discussions described in this report, and
subject to the limitations on the role and responsibilities of the Audit
Committee referred to above and in the charter, the Audit Committee recommended
to the board of directors that the audited financial statements for the year
ended September 30, 2002 be included in the Company's Annual Report on Form
10-K for the year ended September 30, 2002 as filed with the Securities and
Exchange Commission.
Submitted by the Audit Committee:
Ivan M. Marks (Chairman)
Robert H. Rau
Glen R. Bressner
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SHAREHOLDER PROPOSALS FOR 2004 ANNUAL MEETING
AND OTHER MATTERS
Shareholders wishing to submit proposals for inclusion in the proxy
statement for the 2004 Annual Meeting of Shareholders must submit such
proposals to us at 720 Pennsylvania Drive, Exton, PA 19341, Attention: James J.
Reilly, on or before September 15, 2003. In order for the proposal to be
included in the proxy statement, the shareholder submitting the proposal must
meet certain eligibility standards and comply with the procedures established
by the SEC as set forth in Rule 14a-8 of the Securities Exchange Act of 1934.
On May 21, 1998, the Securities and Exchange Commission adopted an amendment
to Rule 14a-4, issued under the Securities Exchange Act of 1934. The amendment
to Rule 14a-4(c)(1) governs a company's use of discretionary proxy voting
authority for a shareholder proposal which the shareholder has not sought to
include in our proxy statement. The amendment provides that if a proponent of a
proposal fails to notify a company at least 45 days prior to the month and day
of mailing of the prior year's proxy statement (or any date specified in an
advance notice provision), then the management proxies will be allowed to use
their discretionary voting authority when the proposal is raised at the
meeting, without any discussion of the matter in the proxy statement. With
respect to our 2004 Annual Meeting of Shareholders, if we are not provided
notice of a shareholder proposal, which the shareholder has not previously
sought to include in our proxy statement, by December 2, 2003, the management
proxies will be allowed to use their discretionary authority.
As of the date of this proxy statement, the Board knows of no other business
which may properly be and is likely to be brought before the annual meeting. If
a shareholder proposal that was excluded from this proxy statement in
accordance with Rule 14a-8 of the Securities Act or our by-laws is properly
brought before the annual meeting, it is intended that the proxy holders will
use their discretionary authority to vote the proxies against said proposal. If
any other matters should arise at the annual meeting, shares represented by
proxies will be voted at the discretion of the proxy holders.
Independent Auditors
On April 3, 2002, we dismissed Arthur Andersen LLP ("Arthur Andersen") as
our independent public accounts. On April 15, 2002, we engaged Deloitte &
Touche LLP to serve as our independent public accountants for the fiscal year
2002. The appointment of Deloitte & Touche LLP was effective immediately. The
decision by the Board to replace Arthur Andersen with Deloitte & Touche LLP was
based on the recommendation of our Audit Committee and approved by the Board.
The reports of Arthur Andersen on our consolidated financial statements for
each of the years ended September 30, 2001 and 2000 did not contain an adverse
opinion or disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope or accounting principles.
During the years ended September 30, 2001 and 2000, there were no
disagreements with Arthur Andersen on any matter of accounting principles of
practices, financial statement disclosure, or auditing scope or procedure
which, if not resolved to Arthur Andersen's satisfaction, would have caused
them to make reference to the subject matter in connection with their report on
our consolidated financial statements for such years; and there were no
reportable events as defined in Item 304 (a) (1) (v) of Regulation S-K.
During our fiscal years ended September 30, 2000 and 2001, and through the
subsequent interim period prior to engaging Deloitte & Touche LLP in April
2002, we did not consult Deloitte & Touche LLP regarding any of the items
described in Item 304(a)(2) of Regulation S-K.
A representative of Deloitte & Touche, LLP is expected to be present at the
meeting and will have an opportunity to make a statement if he or she so
desires. The representative will also be able to respond to appropriate
questions from shareholders.
13
Audit services provided by Deloitte & Touche, LLP for fiscal 2002 included
an audit of the consolidated financial statements of the company and services
related to filings made with the Securities and Exchange Commission. The
aggregate fees billed by Deloitte & Touche, LLP in connection with services
rendered during fiscal 2002 were:
Audit Fees.................................................. $100,000
Financial Information Systems Design and Implementation Fees $ --
All Other Fees(1)........................................... $ 47,403
--------
Total.................................................... $147,403
--------
--------
(1) "All Other Fees" charged by Deloitte & Touche, LLP for non-audit services
included $27,403 for income tax compliance and consulting work.
By Order of the Board of Directors
Geoffrey S.M. Hedrick
Chairman of the Board and Chief
Executive Officer
January 16, 2003
14
AUDIT COMMITTEE CHARTER
Purpose
The primary purpose of the Audit Committee is to assist the Board of
Directors in fulfilling its responsibility of overseeing management's conduct
of the Company's financial reporting process, the Company's systems of internal
accounting and financial controls, and the annual independent audit of the
Company's financial statements.
In discharging its oversight role, the Committee is empowered to investigate
any matter brought to its attention and shall have full access to all books,
records, facilities and personnel of the Company and the power to retain
outside counsel, auditors or other experts for this purpose. The Board and the
Committee are in place to represent the Company's shareholders, and the outside
auditor is ultimately accountable to the Board and the Committee as such
representatives of shareholders. It is the responsibility of the Committee to
maintain free and open means of communication between the Board, the outside
auditor and the financial management and internal auditors of the Company.
The Committee shall review the adequacy of this Charter on an annual basis.
Membership
The Committee shall be comprised of not less than three members of the
Board, and the Committee's composition will meet the requirements of (i) the
Audit Committee policy of the Nasdaq Stock Market as set forth in Rule 4460(d)
of the NASD Manual as modified or supplemented from time to time and (ii) meet
the independence requirements of Section 10A(m)(3) of the Securities and
Exchange Act of 1934 (the "Exchange Act") and the rules and regulations of the
Commission. Accordingly, all of the members of the Committee will be directors:
1. Who have no relationship to the Company that may interfere with the
exercise of their independence from management and the Company;
2. Are not affiliates of the Company;
3. Do not receive any payments from the Company other than in the capacity
as director; and
4. Who are financially literate or who become financially literate within a
reasonable period of time after appointment to the Committee.
In addition, at least one member of the Committee will be a financial expert
as defined by the Securities and Exchange Commission.
The members of the Committee shall be elected by the Board at the annual
organizational meeting of the Board and shall serve until their successors
shall be duly elected and qualified. Unless a Chairman of the Committee is
elected by the full Board, the members of the Committee may designate a
Chairman of the Committee by majority vote of the full Committee Membership.
Meetings
The Committee shall meet at least four times annually, or more frequently as
circumstances dictate. A majority of the members of the Committee shall
constitute a quorum for the transaction of business. Minutes of each meeting of
the Committee should be recorded by the Secretary to the Committee. Approval by
a majority of the members present at a meeting at which a quorum is present
shall constitute approval by the Committee. The Committee may also act by
unanimous written consent without a meeting. As part of its job to foster open
communication, the Committee should meet at least annually with management and
the independent accountants in separate executive sessions to discuss any
matters that the Committee or each of these groups believe should
15
be discussed privately. In addition, the Committee or at least its Chairman
should meet with the independent accountants and management quarterly to review
the Company's financials consistent with #2 below. The Committee may request
any officer or employee of the Company or the Company's outside counsel or
independent auditor to attend a meeting of the Committee or to meet with any
members of, or consultants to, the Committee.
Key Responsibilities
The Committee's job is one of oversight, and it recognizes that the
Company's management is responsible for preparing the Company's financial
statements and that the outside auditor is responsible for auditing those
financial statements pursuant to professional standards. Additionally, the
Committee recognizes that financial management has more time, knowledge and
detailed information about the Company than do Committee members. Consequently,
in carrying out its oversight responsibilities, the Committee is not providing
any expert or special assurance as to the Company's financial statements or any
professional certification as to the outside auditor's work.
The following functions shall be the common recurring activities of the
Committee in carrying out its oversight function. These functions are set forth
as a guide with the understanding that the Committee may diverge from this
guide as appropriate given the circumstances.
1. The Committee shall review with management and the outside auditor the
audited financial statements to be included in the Company's Annual Report on
Form 10-K (or the Annual Report to Shareholders if distributed prior to the
filing of the Form 10-K) prior to the filing of the Form 10-K or, if deemed
appropriate, prior to a year-end earnings release. The Committee shall review
and consider with the outside auditors all matters required to be discussed by
Statement of Auditing Standards ("SAS") No. 61, as amended by FAS No.90, by
auditors with audit committees.
2. As a whole, or through the Committee chair, the Committee shall review
with the outside auditor the Company's interim financial results to be included
in the Company's quarterly reports to be filed with Securities and Exchange
Commission and the matters required to be discussed by SAS No. 61, as amended
by SAS No. 90 with respect to quarterly financial statements. Such review will
occur prior to the Company's filing of the Form 10-Q or, if deemed appropriate,
prior to quarterly earnings releases.
3. Review disclosures made to the Committee by the Company's CEO and CFO
during their certification process for the Form 10-K and Form 10-Q about any
significant deficiencies in the design or operation of internal controls or
material weaknesses therein and any fraud involving management or other
employees who have a significant role in the Company's internal controls.
4. The Committee shall:
(a) request from the outside auditor annually a formal written statement
delineating all relationships between the auditor and the Company consistent
with Independence Standards Board Standard No. 1;
(b) discuss with the outside auditor any disclosed relationships or
services which may impact the outside auditor's objectivity or independence;
and
(c) recommend that the Board take appropriate action in response to the
outside auditor's report to satisfy itself of the auditor's independence.
5. The Committee shall have the sole authority to appoint or replace the
independent auditor (subject, if applicable, to shareholder ratification). The
Committee shall be directly responsible for the compensation and oversight of
the work of the independent auditor (including resolution of disagreements
between management and the independent auditor regarding financial reporting)
for the purpose of preparing or issuing an audit report or related work. The
independent auditor shall report directly to the Committee.
16
6. The Committee shall preapprove all auditing services and permitted
non-audit services (including the fees and terms thereof) to be performed for
the company by its independent auditor, subject to the de minimus exceptions
for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act
which are approved by the Committee prior to the completion of the audit. The
Committee may form and delegate authority to subcommittees consisting of one or
more members when appropriate, including the authority to grant preapprovals of
audit and permitted nonaudit services, provided that decisions of such
subcommittee to grant preapprovals shall be presented to the full Committee at
its next scheduled meeting.
7. Review and discuss quarterly reports from the independent auditors on:
(a) All critical accounting policies and practices to be used.
(b) All alternative treatments of financial information within generally
accepted accounting principles that have been discussed with management,
ramifications of the use of such alternative disclosures and treatments, and
the treatment preferred by the independent auditor.
(c) Other material written communications between the independent
auditor and management, such as any management letter or schedule of
unadjusted differences.
8. Periodically consult with the independent accountants, out of the
presence of management, about internal controls and the fullness and accuracy
of the organization's financial statements.
9. Ensure the rotation of the lead (or coordinating) audit partner having
primary responsibility for the audit and the audit partner responsible for
reviewing the audit as required by law. Consider whether, in order to assure
continuing auditor independence, it is appropriate to adopt a policy of
rotating the independent auditing firm itself on a regular basis.
10. Recommend to the Board policies for the Company's hiring of employees
or former employees of the independent auditor who participated in any capacity
in the audit of the Company.
11. Discuss with management the Company's use of "pro forma" or "adjusted"
non-GAAP information, as well as financial information and earnings guidance
provided to analysts and rating agencies. Such discussion may be done generally
(consisting of discussing the types of information to be disclosed and the
types of presentations to be made).
12. Establish regular and separate systems of reporting to the Committee by
each of management, the independent accountants, and the internal auditors
regarding any significant judgments made in management's preparation of the
financial statements, and the view of each as to appropriateness of such
judgments.
13. Following completion of the annual audit, review separately with each
of management and the independent accountants any significant difficulties
encountered during the course of the audit, including any restrictions on the
scope of work or access to required information.
14. Review any significant disagreement among management and the
independent accountants in connection with the preparation of the financial
statements.
15. Establish procedures for the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal accounting
controls or auditing matters, and the confidential, anonymous submission by
employees of concerns regarding questionable accounting or auditing matters.
16. Establish, review, and update periodically a Code of Ethical Conduct,
and ensure that management has established a system to enforce this Code.
17. Review and approve any transactions between the Company and its
officers, directors or 5% shareholders.
17
18. The Committee shall have the authority, to the extent it deems
necessary or appropriate, to retain independent legal, accounting or other
advisors. The Company shall provide for appropriate funding, as determined by
the Committee, for payment of compensation to the independent auditor for the
purpose of rendering or issuing an audit report and to any advisors employed by
the Committee.
Reporting Responsibility
The minutes of the Committee reflecting, among other things, all actions
taken by the Committee, shall be distributed to the Board at the next Board
meeting following the meeting of the Committee that is the subject of such
minutes.
The Committee shall prepare the report required by the rules of the
Securities and Exchange Commission to be included in the Company's annual proxy
statement.
18
PROXY
PROXY
INNOVATIVE SOLUTIONS AND SUPPORT, INC.
720 PENNSYLVANIA DRIVE, EXTON, PENNSYLVANIA 19341
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY FOR THE FEBRUARY 27, 2003 ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Mr. Geoffrey S. M. Hedrick and Mr. James J.
Reilly and either of them as proxies, each with power of substitution, and
hereby authorizes them to represent the undersigned and to vote, as designated
below, all the shares of Common Stock held of record by the undersigned on
December 23, 2002 at the Annual Meeting of Shareholders of Innovative Solutions
and Support, Inc., to be held on February 27, 2003, at the company's corporate
offices, 720 Pennsylvania Drive, Exton, Pennsylvania beginning at 10:00 a.m.
local time, or at any adjournment or postponement thereof, upon the matters set
forth in the Notice of Annual Meeting of Shareholders and Proxy Statement,
receipt of which is hereby acknowledged.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE AS TO ANY
PARTICULAR ITEM, THIS PROXY WILL BE VOTED "FOR" THE NOMINEES LISTED ON THIS
PROXY.
[X] Please mark your votes as in this example.
1. Election of Class III Directors for a term of three years:
Geoffrey S. M. Hedrick [_] FOR NOMINEE [_] WITHHOLD AUTHORITY
Winston J. Churchill [_] FOR NOMINEE [_] WITHHOLD AUTHORITY
Benjamin A. Cosgrove [_] FOR NOMINEE [_] WITHHOLD AUTHORITY
PLEASE SIGN, DATE AND RETURN THIS PROXY IMMEDIATELY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
(Continued and to be signed on reverse side.)
INNOVATIVE SOLUTIONS AND SUPPORT, INC.
In their discretion, the proxies are authorized to vote on such other
business as may properly come before the meeting or any adjournments thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL NOS. 1, IN THIS
PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED ABOVE. THIS PROXY
WILL BE VOTED FOR PROPOSAL NOS. 1, IF NO SPECIFICATION IS MADE AND WILL BE
VOTED AT THE DISCRETION OF THE PROXY HOLDERS ON SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE ANNUAL MEETING.
Attendance of the undersigned at the meeting, or at any adjournment or
postponement thereof, will not be deemed to revoke this proxy unless the
undersigned shall affirmatively indicate at such meeting or session the
intention of the undersigned to vote said share(s) in person. If the
undersigned hold(s) any of the shares of the Company in a fiduciary, custodial
or joint capacity or capacities, this proxy is signed by the undersigned in
every such capacity, as well as individually.
PLEASE MARK, SIGN, DATE
AND RETURN THE PROXY CARD
PROMPTLY USING THE
ENCLOSED ENVELOPE.
Date: _____________________
---------------------------
SIGNATURE
Date: _____________________
---------------------------
SIGNATURE (if jointly
owned)
Note: Please sign name(s)
exactly as appearing
hereon. When signing as
attorney, executor,
administrator or other
fiduciary, please give
your full title as such.
Joint owners should each
sign personally. When
signing as a corporation
or a partnership, please
sign in the name of the
entity by an authorized
person.
[_] Please check this box if you plan to attend the meeting.