THE DEWEY ELECTRONICS CORPORATION
_______________________________________
PROXY STATEMENT
This proxy statement is furnished to the stockholders of The Dewey Electronics Corporation (hereinafter referred to as the “Corporation”) in connection with the solicitation of proxies for the annual meeting of stockholders to be held on December 4, 2014. The mailing address of the Corporation’s executive offices is 27 Muller Road, Oakland, New Jersey 07436, and its telephone number is (201) 337-4700. The Corporation plans to commence the mailing of this proxy statement to stockholders on or about October 29, 2014.
The enclosed proxy is solicited by the Board of Directors of the Corporation. A person giving the proxy has the power to revoke it at any time before its exercise by notice to such effect delivered to the Secretary of the Corporation.
The Corporation will bear the cost of the solicitation of proxies, including the charges and expenses of brokerage firms and others for forwarding solicitation material to beneficial owners of stock. In addition to the use of the mails, proxies may be solicited by personal interviews, by telephone or by electronic means. No additional compensation will be paid to the Corporation’s directors, officers or other employees for such services.
It is important that your shares are represented at the meeting.
Whether or not you expect to attend the meeting, please be sure that the enclosed proxy card is properly completed, dated, signed and returned without delay in the enclosed envelope, which requires no postage if mailed in the United States. You may revoke your proxy at any time prior to the time it is voted.
VOTING SECURITIES OUTSTANDING; VOTES REQUIRED
Shares of Common Stock, 1,362,031 of which were outstanding as of the close of business on September 30, 2014, are the only voting securities of the Corporation and are entitled to one vote per share. Only holders of Common Stock of record at the close of business on October 17, 2014 will be entitled to vote at the annual meeting of stockholders.
A plurality of the votes cast by the stockholders entitled to vote at the annual meeting is required to elect the director nominees. Votes withheld, abstentions and any broker non-votes will have no impact on the election of directors.
Ratification of the selection of EisnerAmper LLP as the Corporation’s auditors requires a majority of the votes cast “for” or “against” the proposal. Abstentions and broker non-votes will not affect the vote on the proposal.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON DECEMBER 4, 2014
The Corporation’s proxy statement and Annual Report for the year ended June 30, 2014 are available at:
www.edocumentview.com/dewy
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding ownership of the Corporation’s Common Stock, as of September 30, 2014 (except as otherwise noted), by: (i) each person who is known by the Corporation to own beneficially more than five percent of the Corporation’s Common Stock, (ii) each of the Corporation’s directors and nominees for director, (iii) each of the Corporation’s executive officers for whom information is provided in the “Summary Compensation Table” below, and (iv) all executive officers and directors as a group. The information presented in the table is based upon certain filings with the Securities and Exchange Commission by such persons, as indicated in the notes to the table below, or upon information otherwise provided by such persons to the Corporation. According to such filings or other information, such persons have sole voting and investment power with respect to shares reported as beneficially owned (except as indicated in the notes to the table below).
The address of each person who is a director or officer of the Corporation is 27 Muller Road, Oakland, New Jersey 07436.
Name of Beneficial Owner
|
|
Number of Shares Beneficially Owned
|
|
|
% of the Common Stock
|
|
|
|
|
|
|
|
|
|
|
John H.D. Dewey
|
|
|
492,972 |
(1) (3) |
|
|
35.86 |
% |
|
|
|
|
|
|
|
|
|
Frederick R. Dewey
|
|
|
259,905 |
(2) (3) |
|
|
19.08 |
% |
2835 Second St., Santa Monica, CA 90405 |
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
Wax Asset Management LLC
|
|
|
114,185 |
(4) |
|
|
8.38 |
% |
45 Prospect St., Greenwich, CT 06830 |
|
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|
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|
|
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|
Polymathes Founder Fund LP
|
|
|
75,100 |
(5) |
|
|
5.51 |
% |
20 Nassau Street, Suite M |
|
|
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|
Princeton, NJ 08542 |
|
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LTG James M. Link (USA Retired)
|
|
|
1,000 |
|
|
|
* |
|
Robert M. Meissner
|
|
|
0 |
|
|
|
-- |
|
Nathaniel T. Roberts
|
|
|
10,998 |
|
|
|
* |
|
Ronald Tassello
|
|
|
0 |
|
|
|
-- |
|
Edward L. Proskey
|
|
|
18,510 |
(6) |
|
|
1.35 |
% |
Stephen P. Krill
|
|
|
8,500 |
(7) |
|
|
* |
|
|
|
|
|
|
|
|
|
|
All Directors and Executive Officers as a Group (7 persons)
|
|
|
531,980 |
(8) |
|
|
38.22 |
% |
* Less than 1%.
(1) Consists of (i) 190,059 shares of Common Stock owned directly by John H. D. Dewey (“JHDD”), (ii) 12,700 shares of Common Stock issuable upon exercise of stock options which are exercisable as of or within 60 days after September 30, 2014, (iii) 97,258 shares of Common Stock owned directly by a trust for the benefit of JHDD’s sister, of which JHDD is the sole trustee, (iv) 20,000 shares of Common Stock held in a custodial account for JHDD’s son who is a minor and (v) 172,955 shares of Common Stock held by the Estate of Frances D. Dewey (the “Estate Shares”).
(2) Based on Amendment #1 to Schedule 13G filed with the Securities and Exchange Commission on September 4, 2009 by Frederick R. Dewey (“FRD”). Consists of (i) 86,950 shares of Common Stock owned directly by FRD and (ii) the Estate Shares.
(3) On August 19, 2009, JHDD and his brother, FRD, were appointed executors of the Estate of Frances D. Dewey by the Surrogate’s Court of New York County. In such capacity, they share beneficial ownership of the Estate Shares.
(4) Based on a Schedule 13G filed with the Securities and Exchange Commission on January 24, 2014. The Schedule 13G states that these shares are owned by investment advisory clients of Wax Asset Management LLC, which is deemed to be a beneficial owner of these shares due to its discretionary power to make investment decisions over the shares for its clients.
(5) Based on A Schedule 13D filed with the Securities and Exchange Commission on June 13, 2013 by Polymathes Founder Fund LP. The Schedule 13D provides that Polymathes Capital LLC is the general partner of Polymathes Founder Fund LP.
(6) Includes 8,500 shares issuable upon exercise of stock options which are exercisable as of or within 60 days after September 30, 2014.
(7) Includes 8,500 shares issuable upon exercise of stock options which are exercisable as of or within 60 days after September 30, 2014.
(8) Includes 29,700 shares issuable upon exercise of stock options which are exercisable as of or within 60 days after September 30, 2014.
PROPOSAL 1—ELECTION OF DIRECTORS
At the annual meeting of stockholders, five directors are to be elected, to serve for the ensuing year and until their respective successors are elected and qualify. The shares represented by the accompanying proxy will be voted for the re-election of John H.D. Dewey, LTG James M. Link (USA Ret), Robert M. Meissner, Nathaniel T. Roberts, and Ronald Tassello, unless a contrary specification is made. If any such nominee becomes unavailable for any reason, or if a vacancy should occur before the election (which events are not anticipated), the shares represented by the accompanying proxy may be voted for such other person as may be determined by the holders of such proxies, or the Board of Directors may elect to reduce the number of directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” ELECTION OF THE ABOVE NOMINEES AS DIRECTORS.
CORPORATE GOVERNANCE AND EXECUTIVE COMPENSATION
Information Concerning Directors and Nominees
The following table sets forth the name of each nominee for election to the Board of Directors, his age, principal occupation during the past five years and the name and principal business of any corporation or organization in which such occupation is or was carried on, and the period during which he has served as director.
Name
|
|
Age
|
|
Principal Occupation During Past Five Years;
Other Directorships and Positions With Corporation
|
|
Director
Since
|
|
|
|
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|
|
|
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|
John H.D. Dewey
|
|
49 |
|
President and Chief Executive Officer (since 2002) and Secretary of the Corporation (since 2009)
|
|
1999 |
|
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Not-For-Profit organizations: |
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Trustee, NY Institute for Special Education (since 2003; Chairman since November 2010) |
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President, Cornerstone Literacy, Inc. (since 2010) |
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LTG James M. Link (USA Retired)
|
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72 |
|
Retired since January 31, 2008
|
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2001 |
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Special Advisor, Teledyne Technologies Inc. (until January 31, 2008) |
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President and Director, Teledyne Brown Engineering (retired August 1, 2007) |
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(systems engineering) |
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Director, Technology Service Corporation (since June 2012) |
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Director, Superior Bancorp (2005-2009) |
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Robert M. Meissner
|
|
61 |
|
Owner and Principal Officer, RM2 Consultants, Inc. (since 2007)
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2014 |
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(defense technology consultant) |
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Owner and Principal Officer, Capitol Resources Washington Representation Inc. (2003-2007) |
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Various positions, U.S. Departments of Defense/Navy (1975-1995) |
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Director, Innovative Technical Solutions (2002-2005) |
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(privately-held optics technology company) |
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Member and Co-Chairman, Board of Regents, The Fund for American Studies (since 2004) |
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Nathaniel T. Roberts
|
|
48 |
|
President, Managed Citrus, Inc. (since May 2000)
|
|
1999 |
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(citrus growers) |
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Chair, Economic Council of Palm Beach County (until December 31, 2012) |
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Ronald Tassello, CPA
|
|
57 |
|
Chief Financial Officer, Bardwil Industries (since April 2012)
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2006 |
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(distributor of table linens) |
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Chief Financial Officer, Wolfson Casing Corporation (2008-2011) |
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(producers of sausage casings) |
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