SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. 1)
Filed by the Registrant [X]
Filed by 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 ss.240.14a-11(c) or ss.240.14a-12
FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
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(Name of Registrant as Specified In Its Charter)
William T. Hart - Attorney for Registrant
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:
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Flexible Solutions International, Inc.
615 Discovery Street
Victoria, BC, V8T 5G4
(250) 477-9969
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 25, 2011
To the Shareholders:
Notice is hereby given that the annual meeting of the shareholders of
Flexible Solutions International, Inc. ("Flexible Solutions") will be held at
the offices of the Company, located at 615 Discovery St., Victoria, BC V8T 5G4
on August 25, 2011, at 6:00 p.m., for the following purposes:
(1) to elect the directors who shall constitute the Company's Board of
Directors for the ensuing year;
(2) to ratify an option granted to Daniel O'Brien which would allow Mr.
O'Brien to purchase 150,000 shares of the Company's common stock at a price of
$1.50 per share. Each option would allow Mr. O'Brien to purchase one share of
the Company's common stock. Options to purchase 30,000 shares would be
exercisable on December 31, 2011, December 31, 2012, December 31, 2013, December
31, 2014 and December 31, 2015. All options expire on January 1, 2016;
(3) to ratify an option granted to Dr. Robert O'Brien which would allow Dr.
O'Brien to purchase 30,000 shares of the Company's common stock at a price of
$1.50 per share. Each option would allow Dr. O'Brien to purchase one share of
the Company's common stock. Options to purchase 10,000 shares would be
exercisable on December 31, 2011, December 31, 2012 and December 31, 2013. All
options expire on January 1, 2016;
(4) to ratify an option granted to John Bientjes which would allow Mr.
Bientjes to purchase 5,000 shares of the Company's common stock at a price of
$1.50 per share at any time after December 31, 2011 and on or before January 1,
2016;
(5) to ratify an option granted to Dale Friend which would allow Ms. Friend
to purchase 5,000 shares of the Company's common stock at a price of $1.50 per
share at any time after December 31, 2011 and on or before January 1, 2016;
(6) to ratify an option granted to Eric Hodges which would allow Mr. Hodges
to purchase 5,000 shares of the Company's common stock at a price of $1.50 per
share at any time after December 31, 2011 and on or before January 1, 2016;
(7) to approve on an advisory basis, compensation of the Company's
executive officers;
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(8) to approve on an advisory basis, the frequency of advisory votes on the
compensation of the Company's executive officers and
(9) to ratify appointment of Meyers, Norris, Penny, LLP as the Company's
independent registered public accounting firm for the fiscal year ending
December 31, 2011;
to transact such other business as may properly come before the meeting.
July 22, 2011 is the record date for the determination of shareholders
entitled to notice of and to vote at such meeting. Shareholders are entitled to
one vote for each share held. As of July 22, 2011 there were 13,169,991 issued
and outstanding shares of the Company's common stock.
FLEXIBLE SOLUTION INTERNATIONAL, INC.
July 15, 2011 Daniel O'Brien
President
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PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ATTACHED PROXY CARD,
AND SIGN, DATE AND RETURN THE PROXY CARD
TO SAVE THE COST OF FURTHER SOLICITATION,
PLEASE VOTE PROMPTLY
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FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
615 Discovery St
Victoria, BC V8T 5G4
(250) 477-9969
PROXY STATEMENT
The accompanying proxy is solicited by the Company's directors for voting
at the annual meeting of shareholders to be held on August 25, 2011, at 6:00
p.m., and at any and all adjournments of such meeting. If the proxy is executed
and returned, it will be voted at the meeting in accordance with any
instructions, and if no specification is made, the proxy will be voted for the
proposals set forth in the accompanying notice of the annual meeting of
shareholders. Shareholders who execute proxies may revoke them at any time
before they are voted, either by writing to the Company at the address shown
above or in person at the time of the meeting. Additionally, any later dated
proxy will revoke a previous proxy from the same shareholder. This proxy
statement was posted on the Company's website prior to July 22, 2011.
There is one class of capital stock outstanding. Provided a quorum
consisting of one-third of the shares entitled to vote is present at the
meeting, the affirmative vote of a majority of the shares of common stock voting
in person or represented by proxy is required to elect directors and to adopt
the other proposals to come before the meeting. Cumulative voting in the
election of directors is not permitted.
Shares of the Company's common stock represented by properly executed
proxies that reflect abstentions or "broker non-votes" will be counted as
present for purposes of determining the presence of a quorum at the annual
meeting. "Broker non-votes" represent shares held by brokerage firms in
"street-name" with respect to which the broker has not received instructions
from the customer or otherwise does not have discretionary voting authority.
Abstentions and broker non-votes will not be counted as having voted against the
proposals to be considered at the meeting.
PRINCIPAL SHAREHOLDERS
The following table lists, as of July 22, 2011, the shareholdings of (i)
each person owning beneficially 5% or more of the Company's common stock (ii)
each officer and director of the Company and (iii) all officers and directors as
a group. Unless otherwise indicated, each owner has sole voting and investment
powers over his shares of common stock.
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Name and Address Number of Shares (1) Percent of Class
---------------- -------------------- ----------------
Daniel B. O'Brien 4,521,900 34.3%
2614 Queenswood Dr.
Victoria, BC V8N 1X5
Dr. Robert N. O'Brien 1,775,000 13.5%
2614 Queenswood Dr.
Victoria, BC
Canada V8N 1X5
John Bientjes 35,000 0.3%
#1-230 West 13th Street,
North Vancouver, B.C.
Canada V7M 1N7
Dale Friend 20,000 0.2%
3009 E. Kent Ave.
Vancouver, BC
Canada V5S 4P6
Eric Hodges 20,000 0.2%
#110 - 4252 Commerce Circle
Victoria, BC
Canada V8Z 4M2
All Officers and Directors 6,371,900 48.5%
as a Group (5 persons)
(1) Includes shares which may be acquired on the exercise of the stock options
listed below, all of which were exercisable as of July 22, 2011.
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Shares Issuable
Upon the Exercise
Name Exercise of Options Price Expiration Date
---- ------------------- ----- ---------------
John Bientjes 5,000 $3.60 December 18, 2012
5,000 $3.60 January 31, 2013
5,000 $2.25 January 1, 2014
5,000 $1.50 December 31, 2014
Dale Friend 5,000 $3.60 December 18, 2012
5,000 $3.60 January 31, 2013
5,000 $2.25 January 1, 2014
5,000 $1.50 December 31, 2014
Eric Hodges 5,000 $3.60 December 18, 2012
5,000 $3.60 January 31, 2013
5,000 $2.25 January 1, 2014
5,000 $1.50 December 31, 2014
ELECTION OF DIRECTORS
Unless the proxy contains contrary instructions, it is intended that the
proxies will be voted for the election of the current directors listed below to
serve as members of the board of directors until the next annual meeting of
shareholders and until their successors shall be elected and shall qualify.
All current directors have consented to stand for re-election. In case any
nominee shall be unable or shall fail to act as a director by virtue of an
unexpected occurrence, the proxies may be voted for such other person or persons
as shall be determined by the persons acting under the proxies in their
discretion.
All of the Company's directors have served as directors for a significant
period of time. Consequently, each director's long-standing experience with the
Company benefits both the Company and its shareholders. In addition, both Dale
Friend and Eric Hodges have accounting experience which benefits both the
Company and its shareholders.
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Information concerning the Company's officers and directors follows:
Name Age Position
---- --- --------
Daniel B. O'Brien 55 President, Director
Dr. Robert N. O'Brien 90 Director
John H. Bientjes 58 Director
Dale Friend 56 Director
Eric Hodges 68 Director
Directors are elected annually and hold office until the next annual
meeting of our stockholders and until their successors are elected and
qualified. All executive offices are chosen by the board of directors and serve
at the board's discretion.
Daniel B. O'Brien has served as the Company's President and Chief Executive
Officer, as well as a director of the Company since June 1998. He has been
involved in the swimming pool industry since 1990, when he founded the Company's
subsidiary, Flexible Solutions Ltd. From 1990 to 1998 Mr. O'Brien was also a
teacher at Brentwood College where he was in charge of outdoor education.
Dr. Robert N. O'Brien has been a director of the Company since June 1998.
Dr. O'Brien was a Professor of Chemistry at the University of Victoria from 1968
until 1986 at which time he was given the designation of Professor Emeritus. He
held various academic positions since 1957 at the University of Alberta, the
University of California at Berkley, and the University of Victoria. While
teaching, Dr. O'Brien acted as a consultant and served on the British Columbia
Research Council from 1968 to 1990. In 1987, Dr. O'Brien founded the Vancouver
Island Advanced Technology and Research Association. Dr. O'Brien received his
Bachelor of Applied Science in Chemical Engineering from the University of
British Columbia in 1951; his Masters of Applied Science in Metallurgical
Engineering from the University of British Columbia in 1952; his Ph.D. in
Metallurgy from the University of Manchester in 1955; and was a Post Doctoral
Fellow in Pure Chemistry at the University of Ottawa from 1955 through 1957. Dr.
O'Brien is the father of Daniel B. O'Brien.
John H. Bientjes has been a director of the Company since February 2000.
Since 1984, Mr. Bientjes has served as the manager of the Commercial Aquatic
Supplies Division of D.B. Perks & Associates, Ltd., located in Vancouver,
British Columbia, a company that markets supplies and equipment to commercial
swimming pools which are primarily owned by municipalities. Mr. Bientjes
graduated in 1976 from Simon Fraser University in Vancouver, British Columbia
with a Bachelor of Arts Degree in Economics and Commerce.
Dale Friend has been a director of the Company since December 2002. She has
a diversified background in the area of accounting and her experience has been
primarily in business, offering a wide range of accounting knowledge. Ms. Friend
has worked for a number of companies in their accounting departments, including
Novas Capital Corp. and DB Perks & Associates. She is currently working as a
Contract Accountant for Monexa Solutions as well as Delcor Holdings. Monexa is a
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leader in flexible subscription billings and recurring payments and Delcor is a
privately held investment company.
Eric Hodges has been a director of the Company since September 2004. Mr.
Hodges is an accountant from Victoria who has over three decades of experience.
He received his financial education from the University of Washington in Seattle
where he played for the Huskies football program. Mr. Hodges continued playing
football after college, with a successful, multiyear professional career with
the British Columbia Lions of the Canadian Football League. In the past five
years, Mr. Hodges has owned and operated Eric G. Hodges & Associates, a
Victoria-based accounting firm with both Canadian and U.S. clientele. Mr. Hodges
is extremely familiar with both Canadian and United States generally accepted
accounting principles ("GAAP"), since he has clients in both countries.
Furthermore, his wide range of experience with small and quickly growing
companies is an asset to the board of directors.
Daniel B. O'Brien devotes substantially all of his time to the Company's
business.
The Company's Board of Directors met on three occasions during the year
ended December 31, 2010. All of the Directors, except Eric Hodges, attended each
of these meetings either in person or by telephone conference call. Mr. Hodges
did not attend any of these meetings Mr. Hodges was available for informal
consultation with all directors when needed.
The Company's Board of Directors does not have a "leadership structure", as
such, since each director is entitled to introduce resolutions to be considered
by the Board and each director is entitled to one vote on any resolution
considered by the Board. The Company's Chief Executive Officer is not the
Chairman of the Company's Board of Directors.
The Company's Board of Directors has the ultimate responsibility to
evaluate and respond to risks facing the Company. The Company's Board of
Directors fulfills its obligations in this regard by meeting on a regular basis
and communicating, when necessary, with the Company's officers.
John Bientjes, Dale Friend, and Eric Hodges are independent directors as
that term is defined in section 803 of the listing standards of the NYSE Amex.
For purposes of electing directors at its annual meeting the Company does
not have a nominating committee or a committee performing similar functions. The
Company's board of directors does not believe a nominating committee is
necessary since the Company's board of directors is small and the board of
directors as a whole performs this function. The current nominees to the Board
of Directors were selected by a majority vote of the Company's independent
directors.
The Company does not have any policy regarding the consideration of
director candidates recommended by shareholders since a shareholder has never
recommended a nominee to the board of directors. However, the Company's board of
directors will consider candidates recommended by shareholders. To submit a
candidate for the board of directors the shareholder should send the name,
address and telephone number of the candidate, together with any relevant
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background or biographical information, to the Company's Chief Executive
Officer, at the address shown on the cover page of this proxy statement. The
board has not established any specific qualifications or skills a nominee must
meet to serve as a director. Although the board does not have any process for
identifying and evaluating director nominees, the board does not believe there
would be any differences in the manner in which the board evaluates nominees
submitted by shareholders as opposed to nominees submitted by any other person.
There have been no material changes to the procedures by which security holders
may recommend nominees to the Company's board of directors during the past three
years.
The Company does not have a policy with regard to board member's attendance
at annual meetings. All board members, with the exception of Eric Hodges and
John Beintjes, attended the last annual shareholder's meeting held on December
29, 2010.
Holders of the Company's common stock can send written communications to
the Company's entire board of directors, or to one or more board members, by
addressing the communication to "the Board of Directors" or to one or more
directors, specifying the director or directors by name, and sending the
communication to the Company's offices in Victoria, British Columbia.
Communications addressed to the Board of Directors as whole will be delivered to
each board member. Communications addressed to a specific director (or
directors) will be delivered to the director (or directors) specified.
Security holder communications not sent to the board of directors as a
whole or to specified board members are not relayed to board members.
The Company has adopted a Code of Ethics that applies to the its Principal
Financial and Accounting Officer, as well as the other company employees. The
Code of Ethics is available at the Company's website at
www.flexiblesolutions.com.
If a violation of the code of ethics act is discovered or suspected, an
officer of the Company must (anonymously, if desired) send a detailed note, with
relevant documents, to the Company's Audit Committee, c/o Eric Hodges, #110-4252
Commerce Circle, Victoria, British Columbia, V8Z 4M2.
Executive Compensation
The following table shows in summary form the compensation earned by (i)
the Company's Principal Executive and Financial Officer and (ii) by each other
executive officer of the Company who earned in excess of $100,000 during the
fiscal year ended December 31, 2010.
All
Other
Restric- Annual
ted Stock Options Compen-
Name and Princi- Fiscal Salary Bonus Awards Awards sation
pal Position Year (1) (2) (3) (4) (5) Total
---------------- ---- ------ ----- --------- ------- ------ -----
Daniel B. O'Brien 2010 $175,624 $175,624
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President, Principal 2009 $177,000 -- -- -- -- 177,000
Executive and
Financial Officer
(1) The dollar value of base salary (cash and non-cash) earned.
(2) The dollar value of bonus (cash and non-cash) earned.
(3) During the periods covered by the table the fair value of stock issued for
services computed in accordance with ASC 718 on the date of grant.
(4) During the periods covered by the table the fair value of options granted
computed in accordance with ASC 718 on the date of grant.
(5) All other compensation received that could not properly be reported in any
other column of the table.
Stock Option Program
The Company's Stock Option Program involves the issuance of options, from
time to time, to the Company's employees, directors, officers, consultants and
advisors. Options are granted by means of individual option agreements. Each
option agreement specifies the shares issuable upon the exercise of the option,
the exercise price, the expiration date and other terms and conditions of the
option.
If the option holder is an employee, and if he or she ceases to be employed
by the Company, the option holder may, during the 30-day period following
termination of employment, exercise the option to the extent the option was
exercisable on the date of termination. In the case of death or disability, the
option holder (or his or her administrator) has twelve months from the date of
death or disability to exercise the option to the extent the option was
exercisable on the date of death or disability.
The options are subject to adjustment by reason of a recapitalization,
reclassification, stock split, combination of shares, dividend or other
distribution payable in capital stock. Upon a merger, liquidation, dissolution
or other consolidation, the Company will provide each option holder with
one-months' prior written notice informing the option holder that he or she may
exercise the option in full (to the extent it has not been previously exercised)
within the one-month period. Following the expiration of the one month period,
the options will terminate.
The options may not be transferred, assigned, pledged or hypothecated in
any way (except by will or the laws of descent) and are not subject to
execution, attachment or similar process.
All of the options granted have terms of between one and five years after
the date of grant and reflect exercise prices equal to the fair market value of
a share of the Company's common stock, as determined by the Company's board of
directors on the date of grant. All of the options contain vesting provisions
pursuant to which the options are fully exercisable within a fixed number of
months after the date of grant.
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All option grants to the Company's officers and directors during a fiscal
year are submitted for shareholder approval at the next annual shareholder
meeting. To date, the Company's shareholders have approved all of the grants.
The following table shows the weighted average exercise price of the
outstanding options granted pursuant to the Company's Stock Option Program as of
December 31, 2010:
Number of
Securities
Remaining
Number of Available for
Securities to Future Issuance
be Issued Upon Weighted-Average Under
Exercise of Exercise Price of Equity Compensation
Outstanding Outstanding Plans (Excluding
Options, Options, Securities
Warrants and Warrants and Reflected
Plan Category Rights Rights in Column (a))
------------- -------------- ----------------- -------------------
(a) (b) (c)
Stock Option Program 1,836,700 $3.03 Not Applicable
--------- -----
1,836,700 $3.03
========= =====
As of July 22, 2011 options to purchase 1,060,700 shares of the Company's
common stock were outstanding under the Stock Option Program. The exercise price
of these options varies between $1.50 and $3.60 per share. The options expire at
various dates between December 18, 2012 and January 1, 2016.
The following table shows as of July 22, 2011, the options held by Daniel
B. O'Brien, the only officer named in the Executive Compensation table. During
the year ended December 31, 2010 Mr. O'Brien was not granted any options and Mr.
O'Brien did not exercise any options.
Shares Underlying
Unexercised Options Which Are: Expiration
Name Exercisable Unexercisable Price Date
---- ----------- ------------- ------ ----------
Daniel O'Brien -- -- -- --
Director Compensation
The Company reimburses directors for any expenses incurred in attending
board meetings. With the exception of Dr. O'Brien, the Company also compensates
directors $2,000 annually and at times grants directors options to purchase
shares of common stock each year that they serve.
The Company's directors received the following compensation during the year
ended December 31, 2010:
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Name Paid in Cash Stock Awards (1) Option Awards (2)
---- ------------ ---------------- -----------------
Dr. Robert N. O'Brien -- -- --
John H. Bientjes $2,000 -- $2,178
Dale Friend $2,000 -- $2,178
Eric Hodges $2,000 -- $2,178
(1) The fair value of stock issued for services computed on the date of grant.
(2) The fair value of options granted computed in accordance with on the date
of grant.
The terms of outstanding options held by the Company's directors as of July 22,
2011 are shown below.
Name Option Price No. of Options Expiration Date
---- ------------ -------------- ---------------
John H. Bientjes $3.60 5,000 December 18, 2012
John H. Bientjes $3.60 5,000 January 31, 2013
John H. Bientjes $2.25 5,000 January 1, 2014
John H. Bientjes $1.50 5,000 December 31, 2014
Dale Friend $3.60 5,000 December 18, 2012
Dale Friend $3.60 5,000 January 31, 2013
Dale Friend $2.25 5,000 January 1, 2014
Dale Friend $1.50 5,000 December 31, 2014
Eric Hodges $3.60 5,000 December 18, 2012
Eric Hodges $3.60 5,000 January 31, 2013
Eric Hodges $2.25 5,000 January 1, 2014
Eric Hodges $1.50 5,000 December 31, 2014
Compensation Committee
The Company's Compensation Committee consists of John Bientjes, Dale Friend
and Eric Hodges, all of whom are independent as that term is defined in Section
803 of the listing standards of the NYSE AMEX.
The Compensation Committee is empowered to review and approve the annual
compensation and compensation procedures for the Company's officers and
determines the total compensation level for the Company's Chief Executive
Officer. The total proposed compensation of the Company's Chief Executive
Officer is formulated and evaluated by its Chief Executive Officer and submitted
to the Company's Compensation Committee for consideration.
During the year ended December 31, 2010 the Compensation Committee met
once. All members of the Compensation Committee attended this meeting.
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During the year ended December 31, 2010, Daniel B. O'Brien, the Company's
only executive officer, did not participate in deliberations of the Company's
Compensation Committee concerning executive officer compensation. During the
year ended December 31, 2010, no director of the Company was also an executive
officer of another entity, which had an executive officer of the Company serving
as a director of such entity or as a member of the Compensation Committee of
such entity.
During the year ended December 31, 2010, no director of the Company was
also an executive officer of another entity, which had one of our executive
officers serving as a director of such entity or as a member of the compensation
committee of such entity.
The following is the report of the Compensation Committee:
The key components of the Company's executive compensation program include
annual base salaries and long-term incentive compensation consisting of stock
options. It is the Company's policy to target compensation (i.e., base salary,
stock option grants and other benefits) at approximately the median of
comparable companies in the industries in which the Company competes.
Accordingly, data on compensation practices followed by other companies in the
industries in which the Company competes is considered.
The Company's long-term incentive program consists exclusively of periodic
grants of stock options with an exercise price equal to the fair market value of
the Company's common stock on the date of grant. To encourage retention, the
ability to exercise options granted under the program may be subject to vesting
restrictions. Decisions made regarding the timing and size of option grants take
into account the performance of both the Company and the employee, "competitive
market" practices, and the size of the option grants made in prior years. The
weighting of these factors varies and is subjective. Current option holdings are
not considered when granting options.
Audit Committee
The Company's Audit Committee consists of John Bientjes, Dale Friend and
Eric Hodges, all of whom and have strong financial backgrounds. The purpose of
the Audit Committee is to review and approve the selection of the Company's
auditors and review the Company's financial statements with the Company's
independent registered public accounting firm. The Audit Committee also serves
as an independent and objective party to monitor the Company's financial
reporting process and internal control systems. The Audit Committee meets
periodically with management and the Company's independent auditors. Mr. Hodges
is the audit committee's financial expert.
During the fiscal year ended December 31, 2010, the Audit Committee met
four times. All members of the Audit Committee attended these meetings.
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The following is the report of the Audit Committee:
(1) The Audit Committee reviewed and discussed the Company's audited
financial statements for the year ended December 31, 2010 with the
Company's management.
(2) The Audit Committee discussed with the Company's independent registered
public accounting firm the matters required to be discussed by
Statement on Accounting Standards (SAS) No. 61 "Communications with
Audit Committee" as amended by SASs 89 and 90.
(3) The Audit Committee has received the written disclosures and the letter
from the Company's independent registered public accounting firm
required by PCAOB (Public Company Accounting Oversight Board)
standards, and had discussed with the Company's independent registered
public accounting firm the independent registered public accounting
firm's independence; and
(4) Based on the review and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited
financial statements be included in the Company's Annual Report on Form
10-K for the year ended December 31, 2010 for filing with the
Securities and Exchange Commission.
(5) During the year ended December 31, 2010 the Company paid Meyers Norris
Penny LLP, the Company's independent registered public accounting firm,
audit and audit related fees of $63,185 for professional services
rendered for the audit of the Company's annual financial statements and
the reviews of the financial statements included in the Company's 10-Q
reports for the fiscal year and all regulatory filings. The Audit
Committee is of the opinion that these fees are consistent with
maintaining its independence from the Company.
The foregoing report has been approved by the members of the Audit
Committee:
John Bientjes
Dale Friend
Eric Hodges
The Company's Board of Directors has adopted a written charter for the Audit
Committee, a copy of which is available on the Company's website:
www.flexiblesolutions.com.
PROPOSAL TO RATIFY STOCK OPTION GRANT TO DANIEL O'BRIEN
Shareholders are being requested to vote on the ratification of an option
grant to Daniel O'Brien, an officer and a director of the Company. The purpose
of the option grant is to furnish additional compensation and incentives to Mr.
O'Brien.
If ratified, the option would allow Mr. O'Brien to purchase 150,000 shares
of the Company's common stock at a price of $1.50 per share. Each option would
allow Mr. O'Brien to purchase one share of the Company's common stock. Options
to purchase 30,000 shares are exercisable on December 31, 2011, December 31,
2012, December 31, 2013, December 31, 2014 and December 31, 2015. All options
expire on January 1, 2016.
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PROPOSAL TO RATIFY STOCK OPTION GRANT TO DR. ROBERT O'BRIEN
Shareholders are being requested to vote on the ratification of an option
grant to Dr. Robert O'Brien, a director of the Company. The purpose of the
option grant is to furnish additional compensation and incentives to Dr.
O'Brien.
If ratified, the option would allow Dr. O'Brien to purchase 30,000 shares
of the Company's common stock at a price of $1.50 per share. Each option would
allow Dr. O'Brien to purchase one share of the Company's common stock. Options
to purchase 10,000 shares are exercisable on December 31, 2011, December 31,
2012 and December 31, 2013. All options expire on January 1, 2016.
PROPOSAL TO RATIFY STOCK OPTION GRANT TO JOHN BIENTJES
Shareholders are being requested to vote on the ratification of an option
grant to John Bientjes, a director of the Company. The purpose of the option
grant is to furnish additional compensation and incentives to Mr. Bientjes.
If ratified, the option would allow Mr. Bientjes to purchase 5,000 shares
of the Company's common stock at an exercise price of $1.50 at any time after
December 31, 2011 and on or before January 1, 2016.
PROPOSAL TO RATIFY STOCK OPTION GRANT TO DALE FRIEND
Shareholders are being requested to vote on the ratification of an option
grant to Dale Friend, a director of the Company. The purpose of the option grant
is to furnish additional compensation and incentives to Ms. Friend.
If ratified, the option would allow Ms. Friend to purchase 5,000 shares of
the Company's common stock at an exercise price of $1.50 at any time after
December 31, 2011 and on or before January 1, 2016.
PROPOSAL TO RATIFY STOCK OPTION GRANT TO ERIC HODGES
Shareholders are being requested to vote on the ratification of an option
grant to Eric Hodges, a director of the Company. The purpose of the option grant
is to furnish additional compensation and incentives to Mr. Hodges.
If ratified, the option would allow Mr. Hodges to purchase 5,000 shares of
the Company's common stock at an exercise price of $1.50 at any time after
December 31, 2011 and on or before January 1, 2016.
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ADVISORY VOTE ON EXECUTIVE COMPENSATION
The recently enacted Dodd-Frank Wall Street Reform and Consumer Protection
Act of 2010, or the Dodd-Frank Act, enables the Company's shareholders to vote
to approve, on a nonbinding advisory basis, the compensation of the Company's
executive officers.
Accordingly, the Company will ask shareholders to vote for the following
resolution at the annual meeting:
"RESOLVED, that the Company's shareholders approve, on a nonbinding
advisory basis, the compensation of the Company's executive officers,
as disclosed in the Company's Proxy Statement for the 2011 Annual
Meeting of Shareholders pursuant to the compensation disclosure rules
of the Securities and Exchange Commission, including the Summary
Compensation Table and the other related tables and narrative
disclosure in the Company's proxy statement."
To the extent there is any significant vote against the named executive
officer compensation as disclosed in this proxy statement, the Company's Board
of Directors and its Compensation Committee will consider shareholders' concerns
and the Compensation Committee will evaluate whether any actions are necessary
to address those concerns.
The Board of Directors recommends that the shareholders approve on a
nonbinding advisory basis the aforementioned resolution approving the
compensation of the Company's executive officers set forth in this proxy
statement.
ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON EXECUTIVE COMPENSATION
The Dodd-Frank Act also enables the Company's shareholders to indicate how
frequently the Company should seek an advisory vote on the compensation of the
Company's executive officers. Shareholders, may indicate on a nonbinding
advisory basis whether an advisory vote on compensation of the Company's
executive officers is held every one, two, or three years.
The option of one year, two years or three years that receives the highest
number of votes cast by the shareholders will be the frequency for the advisory
vote on executive compensation that has been selected by the shareholders.
However, because this vote is advisory and not binding on the Company in any
way, the Company's Board of Directors may decide that it is in the best
interests of the Company's shareholders and the Company to hold an advisory vote
on executive compensation more or less frequently than the option approved by
the shareholders.
The Board of Directors recommends that the shareholders of the Company cast
a vote of "1 Year" on the frequency of holding an advisory vote on executive
compensation.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors has selected Meyers, Norris, Penny, LLP, (formerly
named Cinnamon Jang Willoughby & Company) an independent registered public
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accounting firm, to audit the books and records of the Company for the fiscal
year ending December 31, 2011. Meyers, Norris, Penny served as the Company's
independent registered public accounting firm for the fiscal year ended December
31, 2010. A representative of Meyers, Norris, Penny, is expected to be present
at the shareholders' meeting.
Since the Company did not engage Meyers, Norris, Penny until March 2010,
Meyers, Norris, Penny did not bill the Company for any services during the year
ended December 31, 2009. Amounts listed below for 2009 are for the formerly
named Cinnamon Jang Willoughby & Company.
The following table shows the aggregate fees billed to the Company during
the years ended December 31, 2010 and 2009 by Meyers Norris Penny LLP (formerly
Cinnamon Jang Willoughby):
Year Ended December 31,
2010 2009
---- ----
Audit Fees $55,809 $51,596
Audit-Related Fees $7,376 $7,130
Tax Fees $9,706 $28,143
All Other Fees -- --
Audit fees represent amounts billed for professional services rendered for
the audit of the Company's annual financial statements and the reviews of the
financial statements included in the Company's 10-Q reports for the fiscal year
and all regulatory filings. Audit-related fees represent amounts billed for
reviewing amendments to the Company's 10-K and 10-Q reports. Before Meyers
Norris Penny was engaged by the Company to render audit or non-audit services,
the engagement was approved by the Company's audit committee. The Company's
Board of Directors is of the opinion that the audit fees charged by Meyers
Norris Penny are consistent with that firm maintaining its independence from the
Company.
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K
The Company's Annual Report on Form 10-K for the year ending December 31,
2010 will be sent to any shareholder of the Company upon request. Requests for a
copy of this report should be addressed to the Company's Secretary at the
address provided on the first page of this proxy statement.
SHAREHOLDER PROPOSALS
Any shareholder proposal which may properly be included in the proxy
solicitation material for the annual meeting of shareholders following the
Company's year ending December 31, 2011 must be received by the Company's
Secretary no later than March 31, 2012.
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GENERAL
The cost of preparing, printing and mailing the enclosed proxy,
accompanying notice and proxy statement, and all other costs in connection with
solicitation of proxies will be paid by the Company including any additional
solicitation made by letter, telephone or email. Failure of a quorum to be
present at the meeting will necessitate adjournment and will subject the Company
to additional expense. The Company's annual report, including financial
statements for the 2010 fiscal year, is available at the Company's website:
www.flexiblesolutions.com.
Flexible Solutions' Board of Directors does not intend to present and does
not have reason to believe that others will present any other items of business
at the annual meeting. However, if other matters are properly presented to the
meeting for a vote, the proxies will be voted upon such matters in accordance
with the judgment of the persons acting under the proxies.
Please complete, sign and return the attached proxy promptly.
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PROXY CARD
FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
This Proxy is solicited by the Company's Board of Directors
The undersigned stockholder of Flexible Solutions International, Inc.
acknowledges receipt of the Notice of the Annual Meeting of Stockholders to be
held August 25, 2011, at 6:00 p.m. local time, at the Company's offices located
at 615 Discovery St, Victoria BC, V8T 5G4 and hereby appoints Daniel O'Brien
with the power of substitution, as Attorney and Proxy to vote all the shares of
the undersigned at said annual meeting of stockholders and at all adjournments
thereof, hereby ratifying and confirming all that said Attorney and Proxy may
do or cause to be done by virtue hereof. The above named Attorney and Proxy is
instructed to vote all of the undersigned's shares as follows:
(1) To elect the persons who shall constitute the Company's Board of Directors
for the ensuing year.
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote for
(except as marked to the contrary below) all nominees listed below
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW)
Nominees: Daniel B. O'Brien Dr. Robert N. O'Brien John H. Bientjes
Dale Friend Eric Hodges
(2) To ratify an option granted to Daniel O'Brien which allows Mr. O'Brien to
purchase 150,000 shares of the Company's common stock at a price of $1.50
per share. Options to purchase 30,000 shares are exercisable on December
31, 2011, December 31, 2012, December 31, 2013, December 31, 2014 and
December 31, 2015. All options expire on January 1, 2016.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) To ratify an option granted to Dr. Robert O'Brien which allows Dr. O'Brien
to purchase 30,000 shares of the Company's common stock at a price of $1.50
per share. Options to purchase 10,000 shares are exercisable on December
31, 2011, December 31, 2012 and December 31, 2013. All options expire on
January 1, 2016.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(4) To ratify an option granted to John Bientjes which allows Mr. Bientjes to
purchase 5,000 shares of the Company's common stock at a price of $1.50 per
share at any time after December 31, 2011 and on or before December 31,
2016.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(5) To ratify an option granted to Dale Friend which allows Ms. Friend to
purchase 5,000 shares of the Company's common stock at a price of $1.50 per
share at any time after December 31, 2011 and on or before December 31,
2016.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(6) To ratify an option granted to Eric Hodges which allows Mr. Hodges to
purchase 5,000 shares of the Company's common stock at a price of $1.50 per
share at any time after December 31, 2011 and on or before December 31,
2016.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(7) To approve on an advisory basis, the compensation of the Company's
executive officers.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(8) To approve on an advisory basis, the frequency of advisory votes on the
compensation of the Company's executive officers.
[ ] 1 YEAR [ ] 2 YEARS [ ] 3 YEARS [ ] ABSTAIN
(9) To ratify the appointment of Meyers, Norris, Penny, LLP as the Company's
independent registered public accounting firm for the fiscal year ending
December 31, 2011.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
To transact such other business as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DISCRETION IS INDICATED, THIS PROXY WILL BE VOTED
IN FAVOR OF ITEMS 1 THROUGH 7 AND 9 AND FOR "1 YEAR" ON PROPOSAL 8.
Dated this _____ day of ________________ 2011.
-----------------------------------------------
(Signature)
-----------------------------------------------
(Signature)
Please sign your name exactly as it appears on your stock certificate. If
shares are held jointly, each holder should sign. Executors, trustees, and
other fiduciaries should so indicate when signing.
Please Sign, Date and Return this Proxy so that your shares may be voted at
the meeting.
Send the proxy statement by regular mail, email, or fax to:
Flexible Solutions International, Inc.
Attn: Daniel B. O'Brien
615 Discovery St
Victoria, BC V8T 5G4
Phone: 250 477 9969
Fax: 250 477 9912
Email: damera@flexiblesolutions.com
FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on August 25, 2011.
1. This notice is not a form for voting.
2. This communication presents only an overview of the more complete proxy
materials that are available to you on the Internet. We encourage you to
access and review all of the important information contained in the proxy
materials before voting.
3. The Proxy Statement, Information Statement, Annual Report to Shareholders
is available at www.flexiblesolutions.com/investor/proxy.shtml
4. If you want to receive a paper or email copy of these documents, you must
request one. There is no charge to you for requesting a copy. Please make
your request for a copy as instructed below on or before August 1, 2011 to
facilitate timely delivery.
The 2011 annual meeting of the Company's shareholders will be held at the
Company's offices located at 615 Discovery St., Victoria, BC V8T 5G4 on August
25, 2011, at 6:00 p.m., for the following purposes:
(1) to elect the directors who shall constitute the Company's Board of
Directors for the ensuing year;
(2) to ratify an option granted to Daniel O'Brien which would allow Mr.
O'Brien to purchase 150,000 shares of the Company's common stock at a price of
$1.50 per share. Each option would allow Mr. O'Brien to purchase one share of
the Company's common stock. Options to purchase 30,000 shares are exercisable on
December 31, 2011, December 31, 2012, December 31, 2013, December 31, 2014 and
December 31, 2015. All options expire on January 1, 2016;
(3) to ratify an option granted to Dr. Robert O'Brien which would allow Dr.
O'Brien to purchase 30,000 shares of the Company's common stock at a price of
$1.50 per share. Each option would allow Dr. O'Brien to purchase one share of
the Company's common stock. Options to purchase 10,000 shares are exercisable on
December 31, 2011, December 31, 2012 and December 31, 2013. All options expire
on January 1, 2016;
(4) to ratify an option granted to John Bientjes which would allow Mr.
Bientjes to purchase 5,000 shares of the Company's common stock at a price of
$1.50 per share at any time after December 31, 2011 and on or before January 1,
2016;
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(5) to ratify an option granted to Dale Friend which would allow Ms. Friend
to purchase 5,000 shares of the Company's common stock at a price of $1.50 per
share at any time after December 31, 2011 and on or before January 1, 2016;
(6) to ratify an option granted to Eric Hodges which would allow Mr. Hodges
to purchase 5,000 shares of the Company's common stock at a price of $1.50 per
share at any time after December 31, 2011 and on or before January 1, 2016;
(7) to approve on an advisory basis, the compensation of the Company's
executive officers;
(8) to approve on an advisory basis, the frequency of advisory votes on the
compensation of the Company's executive officers and
(9) to ratify appointment of Meyers, Norris, Penny, LLP as the Company's
independent registered public accounting firm for the fiscal year ending
December 31, 2011;
to transact such other business as may properly come before the meeting.
The Board of Directors recommends that shareholders vote FOR all directors
and proposals 1-7 and 9 and FOR "1 year" on proposal 8 listed on the Notice of
Annual Meeting of Shareholders.
July 22, 2011 is the record date for the determination of shareholders
entitled to notice of and to vote at such meeting. Shareholders may cast one
vote for each share held.
Shareholders may access the following documents at
www.flexiblesolutions.com/investor/proxy.hstml:
o Notice of the 2011 Annual Meeting of Shareholders
o Company's 2011 Proxy Statement;
o Company's Annual Report on form 10-K for the year ended December
31, 2010;
o Proxy Card
Shareholders may request a paper copy of the Proxy Materials and Proxy
Card by calling 1-800-661-3560, by emailing the Company at
www.flexiblesolutions.com/investor/proxy.shtml, or by visiting
www.flexiblesolutions.com/investor/proxy.shtml and indicating if you want a
paper copy of the proxy materials and proxy card:
o for this meeting only, or
o for this meeting and all other meetings.
If you have a stock certificate registered in your name, or if you have a proxy
from a shareholder of record on July 22, 2011, you can, if desired, attend the
Annual Meeting and vote in person. Shareholders can obtain directions to the
2011 annual shareholders' meeting at
www.flexiblesolutions.com/investor/proxy.shtml.
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Please visit www.flexiblesolutions.com to print and fill out the Proxy Card.
Complete and sign the proxy card and mail the Proxy Card to:
Flexible Solutions International, Inc.
615 Discovery Street
Victoria, British Columbia,
Canada V8T 5G4
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