o Preliminary Proxy Statement | ||
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
þ Definitive Proxy Statement | ||
o Definitive Additional Materials | ||
o Soliciting Material Pursuant to §240.14a-12 |
þ | No fee required. |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of transaction: |
(5) | Total fee paid: |
o | Fee paid previously with preliminary materials. |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
|
1.
|
To
elect seven directors to serve for a one year term until the next annual
meeting or until their successors are duly elected and qualified;
and
|
|
2.
|
To
transact such other business as may properly come before the meeting or
any adjournment thereof.
|
Q: | When and where is the annual meeting? |
A:
|
Our
2009 annual meeting of shareholders will be held on April 7, 2009, at
10:00 a.m. local time at our offices at 330 West William Street, Corning
New York, 14830.
|
Q: | What are shareholders voting on? |
A:
|
Election
of seven directors – Henry B. Cook, Jr., Michael I. German, Ted W. Gibson,
Gregory J. Osborne, Stephen G. Rigo, Thomas J. Smith and George J.
Welch.
|
|
If
a permissible proposal other than the election of directors is presented
at the annual meeting, your signed proxy card gives authority to Stanley
G. Sleve, our vice president – administration and corporate secretary, and
Firouzeh Sarhangi, our chief financial officer and treasurer, to vote on
any such additional proposal. We are not aware of any
additional proposals to be voted on at the
meeting.
|
Q: | Who is entitled to vote? |
A:
|
Our
record date for the annual meeting is February 16,
2009. Therefore, only holders of our common stock as of the
close of business on February 16, 2009 are entitled to
vote. Each share of common stock is entitled to one vote at the
meeting.
|
Q: | How do shareholders vote? |
A:
|
Sign
and date each proxy card you receive and return it in the prepaid
envelope. If you do not mark any selections, your proxy card
will be voted in favor of the proposal. You have the right to
revoke your proxy at any time before the meeting
by:
|
Q: | Who will count the vote? |
A:
|
Representatives
of our transfer agent, Registrar and Transfer Company, will tabulate the
votes. Marie Husted and Kathy Rounds are Corning’s election
inspectors and will be responsible for reviewing the vote
count.
|
Q:
|
What
shares are included on the proxy card and what does it mean if a
shareholder gets more than one proxy
card?
|
A:
|
The
number of shares printed on your proxy card(s) represents all your
shares. Receipt of more than one proxy card means that your
shares are registered differently and are in more than one
account. Sign and return all proxy cards to ensure that all
your shares are voted.
|
Q: | What constitutes a quorum? |
A:
|
As
of the record date 821,000 shares of our common stock were
outstanding. A majority of the outstanding shares, present or
represented by proxy, constitutes a quorum for adopting a proposal at the
annual meeting. If you submit a properly executed proxy card,
then you will be considered part of the quorum. If you are
present or represented by a proxy at the annual meeting and you abstain,
your abstention will have the same effect as a vote against the
proposal. “Broker non-votes” will not be part of the voting
power present, but will be counted to determine whether or not a quorum is
present. A “broker non-vote” occurs when a broker holding stock
in “street name” indicates on the proxy that it does not have
discretionary authority to vote on a particular
matter.
|
Q: | Who can attend the annual meeting? |
A:
|
All
shareholders as of the record date, February 16, 2009, can
attend.
|
Q:
|
What
percentage of stock are the directors, and executive officers entitled to
vote at the annual meeting?
|
A:
|
Together,
they own 294,779 shares of our common stock, or approximately 35.9% of the
stock entitled to vote at the annual meeting. (See pages 17 and
18 for more details.)
|
Q: | Who are our largest principal shareholders? |
A:
|
The
Gabelli Group beneficially owns 159,000 shares of our common stock, or
19.4% of the stock entitled to vote at the annual meeting, and Michael I.
German, our president and chief executive officer, owns 132,240 shares of
our common stock, or 16.1% of the stock entitled to vote at the annual
meeting.
|
Q: | When is a shareholder proposal due for the next annual meeting? |
A:
|
In
order to be considered for inclusion in next year’s proxy statement,
shareholder proposals must be submitted in writing by October 24, 2009, to
Stanley G. Sleve, Corporate Secretary, Corning Natural Gas Corporation,
330 West William Street, Corning, New York 14830, and must be in
accordance with the requirements of Rule 14a-8 under the Securities
Exchange Act of 1934, as amended (the Exchange Act). (See page
18 for more details.)
|
Name
|
Age
|
Position
|
Director
Since
|
Henry
B. Cook, Jr.
|
61
|
Director
|
2007
|
Michael
I. German
|
58
|
President,
Chief Executive
Officer
and Director
|
2006
|
Ted
W. Gibson
|
66
|
Director
|
2006
|
Gregory
J. Osborne
|
30
|
Director
Nominee
|
Nominee
|
Stephen
G. Rigo
|
62
|
Director
|
2007
|
Thomas
J. Smith
|
64
|
Director
|
2006
|
George J.
Welch
|
63
|
Director
|
2007
|
Name
|
Fees
Earned or Paid in Cash
($)
|
Stock
Awards
($)
|
All
Other Compensation
($)
|
Total
($)
|
||||
Henry
B. Cook, Jr.
|
—
|
3,280
|
—
|
3,280
|
||||
Ted
W. Gibson
|
—
|
4,100
|
—
|
4,100
|
||||
Stephen
G. Rigo
|
—
|
3,280
|
—
|
3,280
|
||||
Richard
M. Osborne
|
—
|
4,100
|
—
|
4,100
|
||||
Thomas
J. Smith
|
—
|
4,100
|
—
|
4,100
|
||||
George
J. Welch
|
—
|
3,280
|
—
|
3,280
|
|
●
|
the
name, age, business address and residence address of the
person,
|
|
●
|
the
principal occupation or employment of the
person,
|
|
●
|
the
written consent of the person to being named in the proxy as a nominee and
to serving as a director,
|
|
●
|
the
class and number of our shares of stock beneficially owned by the person,
and
|
|
●
|
any
other information relating to the person that is required to be disclosed
in solicitations for proxies for election of director pursuant to Rule 14a
under the Exchange Act;
|
|
●
|
the
name and record address of the shareholder,
and
|
|
●
|
the
class and number of our shares beneficially owned by the
shareholder.
|
2008
|
2007
|
|
Audit
Fees
|
$84,000
|
$84,000
|
Audit-Related
Fees
|
—
|
—
|
Tax
Fees
|
$16,000
|
$16,000
|
All
Other Fees
|
$11,000
|
$11,000
|
Total
|
$111,000
|
$111,000
|
Name
|
Age
|
Position
|
Michael
I. German*
|
58
|
President,
Chief Executive Officer and Director
|
Firouzeh
Sarhangi
|
50
|
Chief
Financial Officer and Treasurer
|
Stanley
G. Sleve
|
59
|
Vice
President – Administration and Corporate
Secretary
|
Matthew
J. Cook
|
47
|
Vice
President – Operations
|
Russell
S. Miller
|
46
|
Director
of Gas Supply and Marketing
|
Name
and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Option
Awards(1)
($)
|
Change
in Pension Value and Nonqualified Deferred Compensation
Earnings
($)
|
All
Other Compensation(2)
($)
|
Total
($)
|
Michael
I. German,
President
and Chief
Executive
Officer
|
2008
|
150,000
|
—
|
187,933
|
26,644
|
3,375
|
367,952
|
2007
|
118,269
|
—
|
39,367
|
—
|
—
|
157,636
|
|
Firouzeh
Sarhangi,
Chief
Financial
Officer
and Treasurer
|
2008
|
113,263
|
—
|
4,754
|
16,377
|
3,198
|
137,592
|
2007
|
111,320
|
—
|
—
|
16,192
|
3,340
|
130,852
|
|
Stanley
G. Sleve,
Vice
President –
Administration
and
Corporate
Secretary
|
2008
|
100,790
|
—
|
4,754
|
26,721
|
3,024
|
135,289
|
2007
|
97,290
|
—
|
—
|
19,163
|
2,919
|
119,372
|
Name
|
Number
of Securities Underlying
Unexercised
Options
Exercisable
|
Number
of Securities Underlying Unexercised Options
Unexercisable
|
Option
Exercise Price
($)
|
Option
Expiration Date
|
Michael
I. German
|
—
|
15,000
|
17.00
|
9/23/2013(1)
|
45,000
|
25,000
|
15.00
|
11/05/2011(2)
|
|
Firouzeh
Sarhangi
|
—
|
1,000
|
17.00
|
9/23/2013(3)
|
Stanley
G. Sleve
|
—
|
1,000
|
17.00
|
9/23/2013(3)
|
Plan
category
|
Number
of
securities
to
be issued upon
exercise
of
outstanding
options,
warrants
and rights
|
Weighted-average
exercise
price of
outstanding
options,
warrants
and rights
|
Number
of
securities
remaining
available
for
future issuance
under
equity
compensation
plans
(excluding
securities reflected
in
the first column)
|
||
Equity
compensation plans
approved
by security holders
|
89,000
|
$15.43
|
27,432
|
||
Equity
compensation plans not
approved
by security holders
|
—
|
—
|
—
|
Common
Stock
|
||||||||||||||||
Names
and Address(1)(2)
|
Shares
|
Right
to Acquire(3)
|
Total
|
Percentage
|
||||||||||||
The
Gabelli Group(4)
One Corporate Center
Rye, NY 10580
|
159,000 | 52,290 | 195,603 | 24.2 | % | |||||||||||
Michael
I. German(5)
|
132,240 | 82,064 | 201,685 | 22.6 | % | |||||||||||
Richard
M. Osborne(6)
|
119,382 | 14,000 | 129,182 | 15.5 | % | |||||||||||
Mitchell
Partners, L.P.(7)
3187-D Airway Avenue
Costa Mesa, CA
92626
|
51,034 | 24,712 | 68,332 | 8.2 | % | |||||||||||
Ted
W. Gibson(8)
|
26,585 | 17,500 | 38,835 | 4.7 | % | |||||||||||
Henry
B. Cook, Jr.(9)
|
5,470 | 3,549 | 7,954 | * | ||||||||||||
Firouzeh
Sarhangi(10)
|
4,776 | 1,672 | 5,946 | * | ||||||||||||
George J.
Welch(11)
|
3,262 | 1,072 | 4,012 | * | ||||||||||||
Stanley
G. Sleve(12)
|
2,614 | 1,020 | 3,328 | * | ||||||||||||
Thomas
J. Smith(13)
|
250 | — | 250 | * | ||||||||||||
Stephen
G. Rigo(14)
|
200 | — | 200 | * | ||||||||||||
Gregory
J. Osborne
|
— | — | — | * | ||||||||||||
All
directors, director nominees and executive officers as a group (11
individuals)
|
294,779 | 120,877 | 391,392 | 42.7 | % |
(1)
|
Unless
otherwise indicated, we believe that all persons named in the table have
sole investment and voting power over the shares of common stock
owned.
|
(2)
|
Unless
otherwise indicated, the address of each beneficial owner is c/o Corning
Natural Gas Corporation, 330 West William Street, Corning, New York
14830.
|
(3)
|
Shares
of common stock the beneficial owner has the right to acquire through
stock options or warrants that are or will become exercisable within 60
days. One warrant will purchase 0.7 of a share of common
stock.
|
(4)
|
Includes
120,000 shares of common stock and 41,790 warrants to purchase 29,253
shares of common stock held by Gabelli Funds, LLC and 31,000 shares and
10,500 warrants to purchase 7,350 shares of common stock held by Teton
Advisors, Inc. Each of Gabelli Funds and Teton Advisors has
sole voting and dispositive power over the shares of common stock held by
it. Based solely on information in Amendment No. 7 to Schedule
13D filed with the SEC on August 14,
2008.
|
(5)
|
Includes
(1) 4,488 shares of common stock owned by Mr. German’s sons, (2) 40,000
options to purchase common stock and (3) 42,064 warrants to purchase
29,445 shares of common stock. 10,000 shares of common stock
and 7,000 warrants are owned jointly by Mr. German and two other
individuals. Mr. German disclaims beneficial ownership of these
securities except to the extent of his pecuniary interest
therein.
|
(6)
|
Includes
250 shares of restricted stock and 14,000 warrants to purchase 9,800
shares of common stock. The restricted stock is held by Mr.
Richard Osborne individually. All other shares of common stock
and all warrants are owned by the Richard M. Osborne Trust, an Ohio trust
of which Mr. Richard Osborne is the sole
trustee.
|
(7)
|
Includes
24,712 warrants to purchase 17,298 shares of common
stock. Based solely on information in the Schedule 13G filed
with the SEC on September 13, 2007.
|
(8)
|
Includes
250 shares of restricted stock and 17,500 warrants to purchase 12,250
shares of common stock.
|
(9)
|
Includes
200 shares of restricted stock and 3,549 warrants to purchase 2,484 shares
of common stock.
|
(10)
|
Includes
1,672 warrants to purchase 1,170 shares of common
stock.
|
(11)
|
Includes
200 shares of restricted stock and 1,072 warrants to purchase 750 shares
of common stock. 3,062 shares of common stock and all warrants
are beneficially owned by Vincent J. Welch Trust, of which Mr. Welch is
one of three trustees having voting and investment
powers.
|
(12)
|
Includes
1,020 warrants to purchase 714 shares of common
stock.
|
(13)
|
Includes
250 shares of restricted stock.
|
(14)
|
Includes
200 shares of restricted stock.
|
|
●
|
a
brief description of the business desired to be brought before the meeting
and the reasons for conducting such business at the
meeting,
|
|
●
|
the
name and record address of the shareholder proposing such
business,
|
|
●
|
the
number of shares of our common stock that are beneficially owned by the
shareholder, and
|
|
●
|
any
material interest of the shareholder in such
business.
|