SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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The Dewey Electronics Corporation
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
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THE DEWEY ELECTRONICS CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of THE DEWEY
ELECTRONICS CORPORATION (the "Corporation") will be held at the office of the
Corporation at 27 Muller Road, Oakland, New Jersey, on Wednesday, December 9,
2009 at 10 a.m. (Eastern Standard Time) for the purposes of
(1) electing five directors to serve until the next annual meeting of
stockholders and until their successors shall be elected and shall qualify;
(2) transacting such other business as may properly come before the meeting
or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on October 23, 2009
as the record date for determination of stockholders entitled to notice ofand
to vote at the meeting.
If you will be unable to attend the meeting, you are respectfully
requested to sign and return the accompanying proxy in the enclosed envelope.
By Order of the Board of Directors
JOHN H.D. DEWEY
Secretary
November 2, 2009
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 9, 2009. 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
commencethe mailing of this proxy statement to stockholders on or about
November 2,2009.
The enclosed proxy is solicited by the management 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, 2009, 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 23, 2009, 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, and a majority of
the votes cast by the stockholders entitled to vote at the annual meeting is
required to take any other action. Votes withheld, and abstentions and
broker non-votes, will not have the effect of votes cast either in favor
of or in opposition to a nominee or any other business properly brought
before the annual meeting but will be treated as present for quorum
purposes.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL
MEETING TO BE HELD ON DECEMBER 9, 2009
The Corporation's proxy statement and Annual Report for the year ended June
30, 2009 are available at http://www.cfpproxy.com/2919.
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, 2009 (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 % of the
Beneficially Owned Common Stock
John H.D. Dewey 452,272 (1) (3) 32.92%
Frederick R. Dewey
2835 Second St., Santa
Monica, CA 90405 259,905 (2) (3) 19.08%
Hummingbird Management, LLC
145 East 57th St., NY, NY
10022 220,546 (4) 16.19%
LTG. James M. Link (USA
Retired) 1,000 *
Nathaniel Roberts 10,998 *
John B. Rhodes 0 --
Ronald Tassello 0 --
Edward L. Proskey 15,010 (5) 1.10%
Stephen P. Krill 0 (6) --
Dana P. Hollis 0 (7) --
All Directors and Executive
Officers
as a Group (8 persons) 479,280 (8) 34.75%
* Less than 1%.
(1) Consists of (i) 150,059 shares of Common Stock owned directly by John H.
D. Dewey ("JHDD"), (ii) 12,000 shares of Common Stock issuable upon exercise
of stock options which are exercisable as of or within 60 days after
September 30, 2009, (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"). The table does not include 800
shares issuable under stock options which become exercisable on December
3, 2009.
(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 Form 3 filed with the Securities and Exchange Commission
on July 7, 2009 by Paul D. Sonkin, The Hummingbird Value Fund, L.P., The
Tarsier Nanocap Value Fund, LP, Hummingbird Capital, LLC, and Hummingbird
Management, LLC (the "Reporting Persons"). The Form 3 provides that (a)
129,763 shares are owned directly by The Hummingbird Value Fund, L.P.
and (b) 90,783 shares are owned directly by The Tarsier Nanocap Value
Fund, LP. According to the Form 3, (a) Paul D. Sonkin is the Managing
Member of (i) Hummingbird Capital, LLC, which is the general partner of
The Hummingbird Value Fund, L.P. and The Tarsier Nanocap Value Fund, LP,
and (ii) Hummingbird Management, LLC, which is the investment manager
to The Hummingbird Value Fund, L.P. and The Tarsier Nanocap Value Fund,
LP, and (b) the Reporting Persons are members of a group for purposes of
Section 13(d) of the Securities Exchange Act of 1934.
(5) Includes 5,000 shares issuable upon exercise of stock options which are
exercisable as of or within 60 days after September 30, 2009. The table does
not include 800 shares issuable under stock options which become exercisable
on December 3, 2009.
(6) The table does not include 800 shares issuable under stock options which
become exercisable on December 3, 2009.
(7) The table does not include 800 shares issuable under stock options which
become exercisable on December 3, 2009.
(8) Includes 17,000 shares issuable upon exercise of stock options which are
exercisable as of or within 60 days after September 30, 2009. The table does
not include 3,200 shares issuable under stock options which become
exercisable on December 3, 2009.
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),
Nathaniel Roberts, John B. Rhodes, 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. Following the death of Frances D. Dewey on July 25, 2009, the
Board of Directors reduced the number of directors to five.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" ELECTION OF
THE ABOVE NOMINEES AS DIRECTORS.
Information Concerning Directors and Nominees
The following table sets forth the name of each nominee for election to the
Board of Directors, his or her 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 Director
During Past Five Years Since
Other Directorships and
Positions With Corporation
John H.D. Dewey 44 President, Chief Executive 1999
Officer and Secretary
of the Corporation (Secretary
since September 23, 2009;
President and Chief Executive
Officer since December 4, 2002;
Acting Chief Executive Officer
from June 14, 2002 until
December 4, 2002)
LTG James M. Link
(USA Retired) 67 Retired since January 31, 2008 2001
Special Advisor,
Teledyne Technologies Inc.
(until January 31, 2008)
President and Director
(retired August 1, 2007)
Teledyne Brown Engineering
Systems Engineering
Director, Superior Bank
Nathaniel Roberts 42 President 1999
Managed Citrus, Inc.
Citrus Growers
John B. Rhodes 53 Senior Advisor 2005
(since April 2007)
Good Energies, Inc.
Renewable Energy Investments
Not-For-Profit Management
(Education and Healthcare)
Trustee
NY Institute for Special Education
("NYISE")
Chairman
Cornerstone
(joint initiative of NYISE and
University of Penn.
(Graduate School of Education))
Trustee (since 2003)
Hospital for Joint Diseases,
New York City
Consultant (since 2003)
SPARC
(Sickness Prevention Achieved
Through Regional Cooperation)
Ronald Tassello, CPA 52 Chief Financial Officer 2006
Wolfson Casing Corporation
(since December 2007)
Producers of Sausage Casings
Chief Financial Officer
(until December 2007)
HYTORC (division of UNEX Corporation)
Industrial Bolting Tools and Technology
Chief Financial Officer
(from 1996 to July 2006)
Alcan Baltek Corporation
Producer of Balsa-based Products
During the Corporation's last fiscal year ended June 30, 2009, the Board of
Directors held seven meetings (including telephonic meetings).
SEC rules require that the Corporation disclose whether members of the Board
of Directors are "independent", as that term is defined in stock exchange
ules. Although the Corporation's shares do not trade on Nasdaq, if the
Nasdaq definition of "independence" were to apply, LTG James M. Link,
Nathaniel Roberts, John B. Rhodes and Ronald Tassello would be "independent"
directors for these purposes and John H.D. Dewey (and Frances D. Dewey, who
served on the Board of Directors prior to her death on July 25, 2009)
would not be an "independent" director for these purposes. The Board of
Directors has the following committees: (1) Audit Committee, (2) Executive
Compensation Committee, (3) Stock Option Committee and (4) Business
Development Committee. The Board does not have a nominating committee.
The Audit Committee is composed of Ronald Tassello (Chairman), John Rhodes
and James M. Link. Although the Corporation's shares do not trade on Nasdaq,
if the Nasdaq definition of "independence" were to apply, all of the members
of the Audit Committee would be "independent" directors for these purposes.
The Committee held four meetings during the last fiscal year. For additional
information regarding the Audit Committee, see "Independent Public
Accountants" below.
The Executive Compensation Committee is composed of Messrs. Roberts, Link
and Tassello. Although the Corporation's shares do not trade on Nasdaq, if
the Nasdaq definition of "independence" were to apply, all of the members of
the Executive Compensation Committee would be "independent" directors for
these purposes. The Committee held one meeting during the last fiscal year.
The Committee assists the Board in meeting its responsibilities with regard
to oversight and determination of executive compensation. It reviews and
makes recommendations to the Board with respect to major compensation plans,
policies and programs for the Corporation. The CEO meets with, and discusses
executive performance with, the Committee. The Committee evaluates this
information and takes it into account in making recommendations to the
entire Board for approval. The Committee did not retain advisors in the
last fiscal year. It does not have a charter.
The Stock Option Committee is composed of Messrs. Rhodes and Roberts. The
Committee held one meeting during the last fiscal year. Although the
Corporation's shares do not trade on Nasdaq, if the Nasdaq definition of
"independence" were to apply, all of the members of the Stock Option
Committee would be "independent" directors for these purposes. The
Committee administers the 1998 Stock Option Plan of the Corporation.
The Committee did not retain advisors in the last fiscal year. It
does not have a charter.
The Business Development Committee is composed of John H.D. Dewey and
General Link. The Committee assists in the identification and pursuit of
potential business opportunities for the Corporation.
During the fiscal year ended June 30, 2009, each incumbent director attended
at least 75% of the aggregate of (1) the total number of meetings of the
Board of Directors (held during the period for which he has been a director)
and (2)the total number of meetings held by all committees of the Board on
which he served (during the periods that he served).
Director Compensation
The following table sets forth the compensation paid to each non-employee
director of the Corporation for the fiscal year ended June 30, 2009:
Name of Director Fees Earned or Paid in Cash Total
Frances D. Dewey (1) $33,000 $33,000
James M. Link $29,600 $29,600
Nathaniel A. Roberts $5,600 $5,600
John B. Rhodes $4,800 $4,800
Ronald Tassello $5,200 $5,200
(1) Mrs. Dewey died on July 25, 2009.
The Corporation's current policy regarding standard compensation of
directors is to pay $4,000 per annum plus $400 for each meeting attended in
person. For the fiscal year ended June 30, 2009, no payments for services as
a director or committee member were made to John H.D. Dewey (who received
compensation as an officer of the Corporation). For the fiscal year ended
June 30, 2009, annual compensation of $33,000 was paid to Frances D. Dewey as
Chairperson of the Board, in lieu of the standard directors fees described
above. In addition to the standard directors fees, James M. Link was paid
$24,000 for serving on the Business Development Committee. In December 2001,
stockholders approved a Stock Option Plan for Non-Employee Directors under
which options exercisable for a total of 50,000 shares of Common Stock may be
granted. To date, no options have been granted under this plan, which is
administered by the Board.
Executive Officers
In addition to John H. D. Dewey (see "Information Concerning Directors and
Nominees" above), the Corporation's executive officers are:
Edward L. Proskey, age 53, who was elected Vice President, Operations of the
Corporation in June 1994. He became Senior Vice President, Operations in
June 2003 and Senior Vice President in August 2008.
Dana P. Hollis, age 58, who was elected as Vice President, Business
Development/Program Management in January 2007. Previously, from May 1985 to
2006, Mr. Hollis was employed by Smiths Aerospace, LLC, a systems and
avionics manufacturer, in various positions, including Senior Project
Engineering Manager and Senior Program Manager; and previous to that he was
the Senior Project Engineer - Engine Controls and Accessories at United
Technologies from October 1979 to April 1985.
Stephen P. Krill, age 57, who became an employee of the Corporation in
September 2005 and was elected Treasurer in December 2005. Previously, from
January 16, 2005, Mr. Krill provided financial consulting services to the
Corporation as an employee of Resources Global Professionals, a temporary
financial staffing company; from 2001 to 2005 he was an associate with Robert
Half, Inc., also a temporary financial staffing company; and previous to that
he spent 15 years at Southco Inc., a manufacturer of access hardware, as a
Controller and Corporate Financial Consultant.
Summary Compensation Table
The following table sets forth the aggregate compensation paid by the
Corporation during the Corporation's last two fiscal years to (1) the chief
executive officer of the Corporation and (2) the three most highly
compensated executive officers of the Corporation other than the chief
executive officer.
Name and Fiscal Year Salary Bonus Option Total
Principal Position ended June 30 ($) ($) Awards ($)
($)(1)(2)
John H.D. Dewey,
President/CEO,
Secretary 2009 153,156 5,000 476 158,632
2008 140,337 -- -- 140,337
Edward L. Proskey 2009 122,081 3,000 956 126,037
Senior V.P. 2008 113,837 7,000 -- 120,837
Stephen P. Krill
Treasurer 2009 127,140 2,000 956 130,096
124,800 -- -- 124,800
Dana P. Hollis, 2009 126,346 30,000 956 157,302
V.P., Business 2008 119,616 12,500 -- 132,116
Development/
Program Management
(1) Reflects the dollar amounts recognized for financial statement reporting
purposes for the fiscal year ended June 30, 2009 in accordance with FAS
123(R) of options granted pursuant to the Corporation's 1998 Stock Option
Plan on December 3, 2008. See "Outstanding Equity Awards at 2009 Fiscal
Year-End" below. Assumptions used in the calculation of such amounts are
included in Note 5 to the Corporation's audited financial statements for
the fiscal year ended June 30, 2009 included in the Corporation's Annual
Report on Form 10-K filed with the Securities and Exchange Commission on
September 28, 2009, but disregarding the estimate of forfeitures.
(2) During the fiscal year ended June 30, 2009, each named executive officer
was granted an option to purchase 800 shares of Common Stock. The exercise
price and expiration date of these options is shown in the following table
for the options granted December 3, 2008.
Stock Options
None of the executive officers of the Corporation for whom information is
provided in the "Summary Compensation Table" above exercised any stock
options during the Corporation's last fiscal year (ended June 30, 2009).
The following table sets forth, for each such executive officer, the total
number of securities underlying unexercised options as of the end of the
Corporation's last fiscal year (June 30, 2009).
Outstanding Equity Awards at 2009 Fiscal Year-End
Name of Option Number of Number of Option Option
Executive Grant Securities Securities Exercise Expiration
Date Underlying Underlying Price ($) Date
Unexercised Unexercised
Options (#) Options (#)
Exercisable Unexercisable
(1)
John H.D.
Dewey 12/11/02 12,000 0 3.93 12/10/2012
12/3/08 0 800 1.76 12/2/2013
Edward L.
Proskey 9/13/00 2,000 0 1.625 9/12/2010
12/11/02 3,000 0 3.93 12/10/2012
12/3/08 0 800 1.60 12/2/2018
Dana P.
Hollis 12/3/08 0 800 1.60 12/2/2018
Stephen P.
Krill 12/3/08 0 800 1.60 12/2/2018
(1) All of these options will vest and become exercisable on December 3,
2009.
Retirement Benefits
The Corporation has a non-contributory pension plan for all active
employees, under which, in general, employees can receive an amount per month
equal to 0.8% multiplied by their years of service (up to a maximum of 35
years of service) multiplied by their average monthly earnings (based on
earnings during the five years preceding retirement), up to a specified
maximum of $850 per month for life assuming normal retirement at age 65.
Upon the employee's death, 50% of the monthly benefit is payable to the
employee's spouse for life.
Insurance Arrangements
The Corporation has insurance coverage under which its directors and
officers (as well as the Corporation) are indemnified under certain
circumstances with respect to litigation and other costs and liabilities
arising out of actual or alleged misconduct of such directors and officers.
The Corporation pays all premiums to the insurer, the Federal Insurance
Company of the Chubb Group of Insurance Companies.
Section 16(a) Beneficial Ownership Reporting Compliance
For the fiscal year ended June 30, 2009, based solely on a review of copies
of reports furnished to the Corporation or written representations that no
other reports were required, the Corporation believes that all filing
requirements under Section 16(a) of the Securities Exchange Act of 1934
applicable to its executive officers, directors and 10% shareholders were
complied with, except that each of Messrs. Dewey, Proskey, Hollis and Krill
filed one late Form 4 reporting the grant of their stock options. With
respect to Hummingbird Management, LLC (and certain related parties) referred
to in footnote (4) to the table under "Security Ownership of Certain
Beneficial Owners and Management", a Form 3 reporting beneficial ownership
of more than 10% of the outstanding shares of common stock was filed after
the end of the fiscal year ended June 30, 2009.
Certain Corporate Governance Matters
Code of Business Conduct and Ethics. The Corporation has adopted a Code of
Business Conduct and Ethics that applies to all of its directors, officers
and employees. The code is available at the Corporation's website at
www.deweyelectronics.com. Any substantive amendments to the code and any
grant of a waiver from a provision of the code requiring disclosure under
applicable SEC rules will be disclosed in a report on Form 8-K.
Stockholder Communications with the Board of Directors. The Corporation's
Board of Directors has adopted the following policy by which stockholders may
communicate with the Board or with individual directors or Board committees.
The communication should be in writing, addressed to the Board or applicable
committee or directors, c/o Corporate Secretary, The Dewey Electronics
Corporation, at the Corporation's executive offices. The Corporate Secretary
will review all such correspondence received and will periodically, at least
quarterly, forward to the applicable directors a summary of all such
correspondence together with copies of correspondence that the Corporate
Secretary believes should be seen in its entirety. Correspondence or
summaries will be forwarded to the applicable directors on an expedited basis
where the Corporate Secretary deems it appropriate. Communications raising
concerns related to the Corporation's accounting, internal controls, or
auditing matters will be immediately brought to the attention of the Audit
Committee.
Directors may at any time review a log of correspondence received by the
Corporation that is addressed to the director (or to the full Board or a
Board committee on which he serves) and may request copies of any such
correspondence.
The Corporation believes that it is important for directors to directly hear
concerns expressed by stockholders. Accordingly, it is the Corporation's
policy that Board members are expected to attend the Annual Meeting of
Stockholders absent a compelling commitment that prevents such attendance.
All current members of the Board attended the December 2008 Annual Meeting.
Director Nominations. The candidates for election as directors at the
annual meeting have been nominated by the Board. The Corporation does not
have a nominating committee; the Board believes that it is desirable for such
decisions to be made by the entire Board.
In evaluating director candidates for purposes of recommending director
candidates to the Board, the Board will consider the following factors: the
candidate's moral character and personal integrity; whether the candidate has
expertise and experience relevant to the Corporation's business; whether the
candidate's expertise and experience complements the expertise and experience
of the other directors; whether the candidate would be independent of any
particular constituency and able to represent the interests of all
stockholders of the Corporation; the congeniality of the candidate with the
other directors; whether the candidate would have sufficient time available
to devote to Board activities; and any other factors deemed relevant by
the Board.
The Board will consider director candidates recommended by stockholders of
the Corporation. Stockholders may recommend an individual for consideration
by submitting to the Board the name of the individual, his or her background
(including education and employment history), a statement of the particular
skills and expertise that the candidate would bring to the Board, the name,
address and number of shares of the Corporation beneficially owned by the
stockholder submitting the recommendation, any relationship or interest
between such stockholder and the proposed candidate, and any additional
information that would be required under applicable SEC rules to be
included in the Corporation's proxy statement if such proposed candidate
were to be nominated as a director.
Such submissions should be addressed to the Board of Directors c/o Corporate
Secretary, at the Corporation's executive offices. In order for a candidate
to be considered for any annual meeting, the submission must be received by
the Corporation no later than the May 15 preceding such annual meeting. The
Corporation anticipates that its next annual meeting will be held in December
2010 (the month when it typically holds its annual meetings).
The Board will evaluate the biographical information and background material
relating to each potential candidate and may seek additional information from
the submitting stockholder, the potential candidate, and/or other sources.
The Board may hold interviews with selected candidates. Individuals
recommended by stockholders will be considered under the same factors as
individuals recommended by other sources.
"Audit Committee Financial Expert." The Board of Directors has determined
that Mr. Ronald Tassello, a member of the Audit Committee, is the
Corporation's "audit committee financial expert" as that term is defined by
SEC rules. Although the Corporation's shares do not trade on Nasdaq, if
the Nasdaq definition of "independence" were to apply, Mr. Tassello would
be an "independent" director for these purposes.
INDEPENDENT PUBLIC ACCOUNTANTS
The independent registered public accounting firm selected by the Board of
Directors for the Corporation's current fiscal year is Amper, Politziner &
Mattia, P.C. ("AP&M"). It is expected that a representative of AP&M will be
present at the annual meeting of stockholders with the opportunity to make a
statement if they desire to do so and to respond to appropriate questions.
Audit Fees. The aggregate fees billed for audit services rendered by AP&M
for the fiscal years ended June 30, 2009 and June 30, 2008 were $116,500 and
$123,001, respectively. These services consisted of reviews of the
Corporation's quarterly financial statements and the audit of the
Corporation's annual financial statements.
Tax Fees; Audit-Related Fees; All Other Fees. In the fiscal years ended
June 30, 2009 and June 30, 2008, there were no other fees billed by AP&M for
professional services rendered to the Corporation.
Report of Audit Committee
The Corporation's Audit Committee is responsible primarily to assist the
Board of Directors in fulfilling its responsibilities for providing oversight
of the Corporation's accounting and financial reporting practices, as more
fully described in its written charter approved by the Board of Directors.
The Audit Committee charter is available on the Corporation's website,
www.deweyelectronics.com. Management is responsible for preparing the
Corporation's financial statements and the Corporation's independent
registered public accounting firm is responsible for auditing those
statements.
In discharging its responsibilities, the Audit Committee (1) reviewed and
discussed the audited financial statements of the Corporation at and for the
fiscal year ended June 30, 2009 with management, (2) received the written
disclosures and the letter from the Corporation's independent registered
public accounting firm required by applicable requirements of the Public
Company Accounting Oversight Board regarding the independent registered
public accounting firm's communications with the Audit Committee concerning
independence, and (3) discussed with the independent registered public
accounting firm the matters required to be discussed by Statement on Auditing
Standards No. 61, as amended, as adopted by the Public Company Accounting
Oversight Board in Rule 3200T, and the independent registered public
accounting firm's independence from the Corporation.
Based on the reviews and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the Corporation's audited
financial statements be included in the Corporation's Annual Report on Form
10-K for the fiscal year ended June 30, 2009, for filing with the Securities
and Exchange Commission.
Submitted by the Audit Committee:
Ronald Tassello, Chairman
LTG James M. Link (USA Ret)
John B. Rhodes
STOCKHOLDER PROPOSALS
Any proposals of stockholders which are intended to be presented at the
Corporation's next annual meeting of stockholders must be received by the
Corporation not later than July 3, 2010 in order to be considered for
Inclusion in the Corporation's proxy statement and form of proxy relating
to such meeting. If a stockholder proposal is received by the Corporation
after September 16, 2010, the persons named as proxies in the form of proxy
for the Corporation's 2010 Annual Meeting of Stockholders will be entitled
to exercise their discretionary voting power with respect to such proposal.
DISCRETIONARY AUTHORITY
While the notice of annual meeting of stockholders calls for transaction of
such other business as may come before the meeting, management has no
knowledge of any matters to be presented for action by the stockholders
other than as set forth above. The accompanying form of proxy gives
discretionary authority, however, in the event that any additional
matters should be presented.
By Order of the Board of Directors
JOHN H.D. DEWEY
Secretary
November 2, 2009
REVOCABLE PROXY
THE DEWEY ELECTRONICS CORPORATION
__PLEASE MARK VOTES AS IN THIS EXAMPLE
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints JOHN H.D. DEWEY and RONALD TASSELLO, or
either of them, with power of substitution, attorneys and proxies to
represent the undersigned at the annual meeting of stockholders of The
Dewey Electronics Corporation to be held on December 9, 2009 at 10:00 A.M.
(Eastern Standard Time) at the offices of the Corporation at 27 Muller Road,
Oakland, New Jersey, and any adjournments thereof with all power which
the undersigned would possess if personally present and to vote all shares
of common stock of the Corporation held by the undersigned, which may be
entitled to vote at said meeting upon the following matter and upon other
matters as may come before the meeting.
1. ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL EXCEPT
(except as marked to the contrary below)
John H.D. Dewey, James M. Link, John Rhodes,
Nathaniel Roberts, Ronald Tassello
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
"For All Except" and write that nominee's name in the space provided below:
This proxy, when properly executed, will be voted in the manner directed
herein. If no direction is given, this proxy will be voted FOR the
election of the nominees listed above.
Please sign exactly as your name appears hereon. When shares are held by
joint tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President, or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Please be sure to sign and date this Date_______________
Proxy in the box below.
_______________________________ _____________________________
Stockholder sign above Co-holder (if any sign above)