| ☑ |
Filed by the Registrant
|
| ☐ |
Filed by a Party other than the Registrant
|
| ☐ |
Preliminary Proxy Statement
|
| ☐ |
Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
| ☐ |
Definitive Proxy Statement
|
| ☑ |
Definitive Additional Materials
|
| ☐ |
Soliciting Material Pursuant to Section 240.14a-12
|
| ☑ |
No fee required
|
| ☐ |
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
|
| (1) |
Title of each class of securities to which transaction applies:
|
| (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:
|
| ☐ |
Fee paid previously with preliminary materials:
|
| ☐ |
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
| (1) |
Amount previously paid:
|
| (2) |
Form, Schedule or Registration Statement No.:
|
| (3) |
Filing Party:
|
| (4) |
Date Filed:
|
| 1. |
To elect five directors for the coming year;
|
| 2. |
To hold an advisory, non-binding vote on the compensation of our named executive officers;
|
| 3. |
To ratify the selection of CohnReznick LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019;
|
| 4. |
To hold an advisory, non-binding vote to determine the frequency of future advisory votes on the compensation of our named executive officers; and
|
| 5. |
To transact such other business as may properly come before the meeting.
|
|
Jerome S. Flum
|
|
|
Chief Executive Officer
|
|
|
Valley Cottage, New York
|
|
|
June 28, 2019
|
|
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AS SOON AS POSSIBLE. FOR SPECIFIC INSTRUCTIONS
ON HOW TO VOTE YOUR SHARES, PLEASE REFER TO THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD. ANY STOCKHOLDER MAY REVOKE A SUBMITTED PROXY AT ANY TIME BEFORE THE MEETING BY WRITTEN NOTICE TO SUCH EFFECT, BY SUBMITTING A SUBSEQUENTLY DATED PROXY
OR BY ATTENDING THE MEETING AND VOTING IN PERSON. THOSE VOTING BY INTERNET OR BY TELEPHONE MAY ALSO REVOKE THEIR PROXY BY VOTING IN PERSON AT THE MEETING OR BY VOTING AND SUBMITTING THEIR PROXY AT A LATER TIME BY INTERNET OR BY TELEPHONE.
|
|
|
VOTE BY INTERNET - www.proxyvote.com
|
|
|
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on July 23, 2019. Have your proxy
card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
|
|
|
|
|
|
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
|
|
|
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and
annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials
electronically in future years.
|
|
|
|
|
|
VOTE BY PHONE - 1-800-690-6903
|
|
|
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on July 23, 2019. Have your proxy card in hand when you call and
then follow the instructions.
|
|
|
|
|
|
VOTE BY MAIL
|
|
|
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way,
Edgewood, NY 11717.
|
|
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: ☒
|
KEEP THIS PORTION FOR YOUR RECORDS
|
|
|
|
|
|
|
|
DETACH AND RETURN THIS PORTION ONLY
|
|
The Board of Directors recommends you vote FOR the following:
|
For
All
|
Withhold
All
|
For All
Except
|
To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.
|
|
|
|
|
|
|
|
|
☐ | ☐ | ☐ |
|
|
1. Election of Directors
|
||||
|
Nominees:
|
|
|
|
|
|
01) Jerome S. Flum
|
02) Andrew J. Melnick
|
03) Jeffrey S. Geisenheimer
|
04) Joshua M. Flum
|
05) Richard J. James
|
|
The Board of Directors recommends you vote FOR proposals 2. and 3.:
|
For
|
Against
|
Abstain
|
|
2. To approve the compensation paid to the Company’s named executive officers.
|
☐ | ☐ |
☐
|
|
3. To ratify the selection of CohnReznick LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019.
|
☐ |
☐
|
☐
|
|
The Board of Directors recommends you vote 3 YEARS on the following proposal:
|
1 | 2 | 3 | |
|
Year
|
Years
|
Years
|
Abstain | |
|
4. To hold an advisory, non-binding vote to determine the frequency of future advisory votes on the compensation of our named executive officers.
|
☐ | ☐ | ☐ |
☐ |
|
|
Yes
|
No
|
|
|
|
|
|
Please indicate if you plan to attend this meeting
|
☐ | ☐ |
|
Signature [PLEASE SIGN WITHIN BOX]
|
|
Date
|
|
Signature (Joint Owners)
|
|
Date
|
|
|
|
|