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This excerpt taken from the ASGR DEF 14A filed Apr 29, 2008. ABOUT THE
MEETING
Why am
I receiving this proxy statement and proxy card?
You are receiving a proxy statement and proxy card because you
own shares of ASG common stock. This proxy statement describes
the matters on which we are asking the stockholders to vote. It
also gives you information on these matters so that you can make
an informed decision.
When you sign the proxy card, you appoint each of
Mr. Michael Catalano and Mr. J. Scott King as your
proxies, or representatives, at the meeting. Mr. Catalano
and Mr. King will vote your shares, as you have instructed
on the proxy card, at the meeting. If you sign and return your
proxy card, but fail to indicate your voting instruction for any
given matter, the proxies will vote your shares in accordance
with the recommendations of the Board. This way, your shares
will be voted whether or not you attend the annual meeting. Even
if you plan to attend the meeting, it is a good idea to
complete, sign and return your proxy card in advance of the
meeting just in case your plans change. If an issue comes up for
vote at the meeting that is not on the proxy card,
Mr. Catalano and Mr. King will vote your shares, under
your proxy, in accordance with the recommendations of the Board.
If no recommendation is given by the Board, the proxies will
vote your shares in accordance with their own discretion.
What
is the purpose of the annual meeting?
At the annual meeting, stockholders will elect seven directors
to serve on the Company’s Board until the 2009 Annual
Meeting of Stockholders and vote on the ratification of the
appointment of Ernst & Young LLP as our independent
registered public accounting firm. Stockholders will also act on
any other matters that properly come before the meeting. We do
not expect that any other matters will come before the meeting.
The Company’s organizational documents do not authorize
cumulative voting rights, and dissenters’ rights are not
applicable to these matters.
Who is
entitled to vote?
Only stockholders of record at the close of business on
April 23, 2008, which we refer to as the record date, are
entitled to receive notice of, and to vote at, the annual
meeting. Each outstanding share of our common stock entitles its
holder to cast one vote on each matter to be voted upon. At the
close of business on the record date, 9,326,538 shares of
our common stock were outstanding and entitled to vote at the
meeting.
Who
may attend the meeting?
Only stockholders or their designated proxies may attend the
meeting. Registration and seating will begin at 10:00 a.m.,
local time. Each stockholder will be asked to present valid
picture identification, such as a driver’s
Table of Contents
license or passport. Cameras, recording devices and other
electronic devices, including cell phones, will not be permitted
at the meeting. Parking is available at our offices.
Please note that if you hold your shares in “street
name” (that is, through a broker or other nominee), you
will need to bring a copy of a brokerage statement reflecting
your stock ownership as of the record date and check in at the
registration desk at the meeting.
What
constitutes a quorum?
The presence at the meeting, in person or by proxy, of the
holders of a majority of the shares of common stock outstanding
on the record date will constitute a quorum, permitting us to
conduct the meeting. Proxies received but marked as
“withhold authority to vote” or “abstain”
will be included in the calculation of the number of shares
considered to be present at the meeting. Broker non-votes
(shares held by a broker or nominee that does not have the
authority, either express or discretionary, to vote on a
particular matter) will also be included in the calculation of
the number of shares considered to be present at the meeting.
How do
I vote?
You may vote by mail by signing your proxy card and mailing it
in the enclosed, prepaid and addressed envelope. If you mark
your voting instructions on the proxy card, your shares will be
voted as you instruct. If you return a signed card but do not
provide voting instructions, your shares will be voted in
accordance with the recommendations of the Board. If any matter
properly comes before the meeting that is not on the proxy card,
the proxies will vote your shares, under your proxy, in
accordance with the recommendations of the Board. If no
recommendation is given by the Board, the proxies will vote your
shares in accordance with their own discretion.
If you are a stockholder of record, you may also vote in person
at the meeting. Written ballots will be given to anyone who
wants to vote at the meeting. If you hold your shares in
“street name,” you will need to obtain a legal proxy
from the broker or bank that holds your shares in order to vote
in person at the meeting.
Can I
change my vote after I return my proxy card?
Yes. Even after you have submitted your proxy card, you can
change your vote at any time before the proxy is used at the
meeting by (1) filing a notice of revocation with
ASG’s corporate secretary; (2) submitting a duly
executed proxy bearing a later date; or (3) voting in
person at the meeting. Attendance at the meeting will not by
itself revoke a previously granted proxy.
Will
my shares be voted if I do not sign and return my proxy
card?
If you are a stockholder of record, your shares will not be
voted unless you sign and return the proxy card, or appoint
another proxy to attend the meeting and vote in person.
If you hold your shares in “street name” through a
broker or other nominee, your broker or nominee may not be
permitted to exercise voting discretion with respect to certain
types of matters. Thus, if you do not give your broker or
nominee specific instructions, your shares may not be voted on
those matters and will not be counted in determining the number
of shares necessary for approval, unless the proposal involves a
matter on which the broker or other nominee has discretionary
authority or you obtain a legal proxy and vote in person. These
are called “broker non-votes.” Shares represented by
broker non-votes will, however, be counted in determining
whether there is a quorum. ASG believes that each broker or
nominee has discretionary authority with respect to the items
expected to be voted on at the meeting.
What
are the Board’s recommendations?
Unless you give other instructions on your proxy card, the
persons named as proxy holders on the proxy card will vote in
accordance with the recommendations of the Board. The Board
recommends a vote “FOR” the election of the seven
named nominees for the Board (see Proposal One). The Board
recommends a vote “FOR” the ratification of the
appointment of Ernst & Young LLP as our independent
registered public accounting firm (see Proposal Two).
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With respect to any other matter that properly comes before the
meeting, the proxy holders will vote as recommended by the
Board, or if no recommendation is given, in their own discretion.
What
vote is required to approve each item?
For the election of directors, the seven persons receiving the
greatest number of affirmative votes cast at the annual meeting
will be elected as directors. This number is called a
“plurality.” Abstentions and broker non-votes will
have no effect on the outcome of the election of directors. A
properly executed proxy marked “withhold authority”
with respect to the election of one or more directors will not
be voted with respect to the director or directors indicated,
although it will be counted for purposes of determining whether
there is a quorum.
For ratification of the appointment of Ernst & Young
LLP as our independent registered public accounting firm and any
other business that may properly come before the meeting, the
affirmative vote of the holders of a majority of the shares
present at the meeting in person or by proxy and entitled to
vote on the item will be required for approval. Abstentions and
broker non-votes will not be voted although they will be counted
for purposes of determining whether there is a quorum.
Accordingly, abstentions and broker non-votes will have the
effect of a negative vote.
Who
will pay for this solicitation?
We will bear the cost of this solicitation. In addition to
solicitation by mail, some of our officers and employees may
solicit proxies in person, by telephone or otherwise. Our
officers and employees will not be paid any additional
compensation for their solicitation efforts. We may also make
arrangements with brokerage houses, custodians, nominees and
other fiduciaries to send proxy materials to their principals at
our expense.
Who
will count the votes?
Our Corporate Secretary will tabulate the votes and act as the
Inspector of Election.
This excerpt taken from the ASGR DEF 14A filed Apr 25, 2007. ABOUT THE
MEETING
Why am
I receiving this proxy statement and proxy card?
You are receiving a proxy statement and proxy card because you
own shares of ASG common stock. This proxy statement describes
the matters on which we are asking the stockholders to vote. It
also gives you information on these matters so that you can make
an informed decision.
When you sign the proxy card, you appoint each of
Mr. Michael Catalano and Mr. Andrew L. Schwarcz as
your proxies, or representatives, at the meeting.
Mr. Catalano and Mr. Schwarcz will vote your shares,
as you have instructed them on the proxy card, at the meeting.
If you sign and return your proxy card, but fail to indicate
your voting instruction for any given matter, the proxies will
vote your shares in accordance with the recommendations of the
Board. This way, your shares will be voted whether or not you
attend the annual meeting. Even if you plan to attend the
meeting, it is a good idea to complete, sign and return your
proxy card in advance of the meeting just in case your plans
change. If an issue comes up for vote at the meeting that is not
on the proxy card, Mr. Catalano and Mr. Schwarcz will
vote your shares, under your proxy, in accordance with the
recommendations of the Board. If no recommendation is given by
the Board, the proxies will vote your shares in accordance with
their own discretion.
What
is the purpose of the annual meeting?
At the annual meeting, stockholders will elect eight directors
to serve on the Company’s Board until the 2008 Annual
Meeting of Stockholders and ratify the appointment of
Ernst & Young LLP as our independent registered public
accounting firm. Stockholders will also act on any other matters
that properly come before the meeting. We do not expect that any
other matters will come before the meeting. The Company’s
organizational documents do not authorize cumulative voting
rights, and dissenters’ rights are not applicable to these
matters.
Who is
entitled to vote?
Only stockholders of record at the close of business on
April 20, 2007, which we refer to as the record date, are
entitled to receive notice of the annual meeting and to vote at
the meeting. Each outstanding share of our common stock entitles
its holder to cast one vote on each matter to be voted upon. At
the close of business on the record date, 9,553,410 shares
of our common stock were outstanding and entitled to vote at the
meeting.
Who
may attend the meeting?
Only beneficial owners of common stock of record at the close of
business on the record date may attend the meeting. Registration
and seating will begin at 10:00 a.m., local time. Each
stockholder will be asked to present valid picture
identification, such as a driver’s license or passport.
Cameras, recording devices and other electronic devices will not
be permitted at the meeting. Parking is available at our offices.
Table of Contents
Please note that if you hold your shares in “street
name” (that is, through a broker or other nominee), you
will need to bring a copy of a brokerage statement reflecting
your stock ownership as of the record date and check in at the
registration desk at the meeting.
What
constitutes a quorum?
The presence at the meeting, in person or by proxy, of the
holders of a majority of the shares of common stock outstanding
on the record date will constitute a quorum, permitting us to
conduct the meeting. Proxies received but marked as
“withhold authority to vote” or “abstain”
will be included in the calculation of the number of shares
considered to be present at the meeting. Broker non-votes
(shares held by a broker or nominee that does not have the
authority, either express or discretionary, to vote on a
particular matter) will also be included in the calculation of
the number of shares considered to be present at the meeting.
How do
I vote?
You may vote by mail. You may do this by
signing your proxy card and mailing it in the enclosed, prepaid
and addressed envelope. If you mark your voting instructions on
the proxy card, your shares will be voted as you instruct. If
you return a signed card but do not provide voting instructions,
your shares will be voted in accordance with the recommendations
of the Board. If an issue comes up for vote at the meeting that
is not on the proxy card, the proxies will vote your shares,
under your proxy, in accordance with the recommendations of the
Board. If no recommendation is given by the Board, the proxies
will vote your shares in accordance with their own discretion.
You may also vote in person at the
meeting. Written ballots will be given to anyone
who wants to vote at the meeting. If you hold your shares in
“street name,” you will need to obtain a proxy from
the broker or bank that holds your shares in order to vote at
the meeting.
Can I
change my vote after I return my proxy card?
Yes. Even after you have submitted your proxy card, you can
change your vote at any time before the proxy is exercised by
(1) filing a notice of revocation with ASG’s corporate
secretary; (2) submitting a duly executed proxy bearing a
later date; or (3) voting in person at the meeting.
Attendance at the meeting will not by itself revoke a previously
granted proxy.
Will
my shares be voted if I do not sign and return my proxy
card?
If you hold your shares in “street name” through a
broker or other nominee, your broker or nominee may not be
permitted to exercise voting discretion with respect to some of
the matters to be acted upon. Thus, if you do not give your
broker or nominee specific instructions, your shares may not be
voted on those matters and will not be counted in determining
the number of shares necessary for approval. These are called
“broker non-votes.” Shares represented by broker
non-votes will, however, be counted in determining whether there
is a quorum.
What
are the Board’s recommendations?
Unless you give other instructions on your proxy card, the
persons named as proxy holders on the proxy card will vote in
accordance with the recommendations of the Board. The Board
recommends a vote “For” the election of the eight
named nominees for the Board (see Proposal One). The Board
recommends a vote “For” the ratification of the
appointment of Ernst & Young LLP as our independent
registered public accounting firm (see Proposal Two).
With respect to any other matter that properly comes before the
meeting, the proxy holders will vote as recommended by the
Board, or if no recommendation is given, in their own discretion.
What
vote is required to approve each item?
For the election of directors, the eight persons receiving the
greatest number of affirmative votes cast at the annual meeting
will be elected as directors. This number is called a
“plurality.” Abstentions and broker non-votes will
have no effect on the outcome of the election of directors. A
properly executed proxy marked “withhold
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authority” with respect to the election of one or more
directors will not be voted with respect to the director or
directors indicated, although it will be counted for purposes of
determining whether there is a quorum.
For ratification of the appointment of Ernst & Young
LLP as our independent registered public accounting firm and any
other business that may properly come before the meeting, the
affirmative vote of the holders of a majority of the shares
present at the meeting in person or by proxy and entitled to
vote on the item will be required for approval. Abstentions and
broker non-votes will not be voted although they will be counted
for purposes of determining whether there is a quorum.
Accordingly, abstentions and broker non-votes will have the
effect of a negative vote.
Who
will pay for this solicitation?
We will bear the cost of this solicitation. In addition to
solicitation by mail, some of our officers and employees may
solicit proxies in person, by telephone or otherwise. Our
officers and employees will not be paid any additional
compensation for their solicitation efforts. We may also make
arrangements with brokerage houses, custodians, nominees and
other fiduciaries to send proxy materials to their principals at
our expense.
This excerpt taken from the ASGR DEF 14A filed Apr 28, 2006. ABOUT THE
MEETING
Why am
I receiving this proxy statement and proxy card?
You are receiving a proxy statement and proxy card because you
own shares of ASG common stock. This proxy statement describes
the matters on which we would like you, as a stockholder, to
vote. It also gives you information on these matters so that you
can make an informed decision.
When you sign the proxy card, you appoint each of
Mr. Michael Catalano and Mr. Andrew L. Schwarcz as
your proxies, or representatives, at the meeting.
Mr. Catalano and Mr. Schwarcz will vote your shares,
as you have instructed them on the proxy card, at the meeting.
If you sign and return your proxy card, but fail to indicate
your voting instruction for any given matter, the proxies will
vote your shares in accordance with the recommendations of the
Board of Directors. This way, your shares will be voted whether
or not you attend the annual meeting. Even if you plan to attend
the meeting, it is a good idea to complete, sign and return your
proxy card in advance of the meeting just in case your plans
change. If an issue comes up for vote at the meeting that is not
on the proxy card, Mr. Catalano and Mr. Schwarcz will
vote your shares, under your proxy, in accordance with the
recommendations of the Board of Directors. If no recommendation
is given by the Board of Directors, the proxies will vote your
shares in accordance with their own discretion.
What
is the purpose of the annual meeting?
At the annual meeting, stockholders will elect six directors to
serve on our Board of Directors until the 2007 Annual Meeting of
Stockholders and ratify the appointment of Ernst &
Young LLP as our independent registered public accounting firm.
Stockholders will also act on any other matters that properly
come before the meeting. We do not expect that any other matters
will come before the meeting. The Company’s organizational
documents do not authorize cumulative voting rights, and
dissenters’ rights are not applicable to these matters.
Who is
entitled to vote?
Only stockholders of record at the close of business on
April 26, 2006, which we refer to as the record date, are
entitled to receive notice of the annual meeting and to vote at
the meeting. Each outstanding share of our common stock entitles
its holder to cast one vote on each matter to be voted upon. At
the close of business on the record date, 10,870,001 shares
of our common stock were outstanding and entitled to vote at the
meeting.
Who
may attend the meeting?
Only beneficial owners of common stock of record as of the
record date may attend the meeting. Registration and seating
will begin at 10:00 a.m. local time. Each stockholder will
be asked to present valid picture identification,
Table of Contents
such as a driver’s license or passport. Cameras, recording
devices and other electronic devices will not be permitted at
the meeting. Parking is available at our offices.
Please note that if you hold your shares in “street
name” (that is, through a broker or other nominee), you
will need to bring a copy of a brokerage statement reflecting
your stock ownership as of the record date and check in at the
registration desk at the meeting.
What
constitutes a quorum?
The presence at the meeting, in person or by proxy, of the
holders of a majority of the shares of common stock outstanding
on the record date will constitute a quorum, permitting us to
conduct the meeting. Proxies received but marked as
“withhold authority to vote” or “abstain”
will be included in the calculation of the number of shares
considered to be present at the meeting. Broker non-votes
(shares held by a broker or nominee that does not have the
authority, either express or discretionary, to vote on a
particular matter) will also be included in the calculation of
the number of shares considered to be present at the meeting.
How do
I vote?
You may vote by mail. You may do this by signing your proxy card
and mailing it in the enclosed, prepaid and addressed envelope.
If you mark your voting instructions on the proxy card, your
shares will be voted as you instruct. If you return a signed
card but do not provide voting instructions, your shares will be
voted in accordance with the recommendations of the Board of
Directors.
You may also vote in person at the meeting. Written ballots will
be given to anyone who wants to vote at the meeting. If you hold
your shares in “street name,” you will need to obtain
a proxy from the broker or bank that holds your shares in order
to vote at the meeting.
Can I
change my vote after I return my proxy card?
Yes. Even after you have submitted your proxy card, you can
change your vote at any time before the proxy is exercised by
(1) filing a notice of revocation with ASG’s corporate
secretary; (2) submitting a duly executed proxy bearing a
later date; or (3) voting in person at the meeting.
Attendance at the meeting will not by itself revoke a previously
granted proxy.
Will
my shares be voted if I do not sign and return my proxy
card?
If you hold your shares in “street name” through a
broker or other nominee, your broker or nominee may not be
permitted to exercise voting discretion with respect to some of
the matters to be acted upon. Thus, if you do not give your
broker or nominee specific instructions, your shares may not be
voted on those matters and will not be counted in determining
the number of shares necessary for approval. These are called
“broker non-votes.” Shares represented by broker
non-votes will, however, be counted in determining whether there
is a quorum.
What
are the Board’s recommendations?
Unless you give other instructions on your proxy card, the
persons named as proxy holders on the proxy card will vote in
accordance with the recommendations of the Board of Directors.
The Board recommends a vote “For” the election of the
six named nominees for the Board of Directors (see
Proposal One). The Board recommends a vote “For”
the ratification of the appointment of Ernst & Young
LLP as our independent registered public accounting firm (see
Proposal Two).
With respect to any other matter that properly comes before the
meeting, the proxy holders will vote as recommended by the
Board, or if no recommendation is given, in their own discretion.
What
vote is required to approve each item?
For the election of directors, the six persons receiving the
greatest number of affirmative votes cast at the annual meeting
will be elected as directors. This number is called a
“plurality.” Abstentions and broker non-votes
Table of Contents
will have no effect on the outcome of the election of directors.
A properly executed proxy marked “withhold authority”
with respect to the election of one or more directors will not
be voted with respect to the director or directors indicated,
although it will be counted for purposes of determining whether
there is a quorum.
For ratification of the appointment of Ernst & Young
LLP as our independent registered public accounting firm and any
other business that may properly come before the meeting, the
affirmative vote of the holders of a majority of the shares
present at the meeting in person or by proxy and entitled to
vote on the item will be required for approval. Abstentions and
broker non-votes will not be voted although they will be counted
for purposes of determining whether there is a quorum.
Accordingly, abstentions and broker non-votes will have the
effect of a negative vote.
Who
will pay for this solicitation?
We will bear the cost of this solicitation. In addition to
solicitation by mail, some of our officers and employees may
solicit proxies in person, by telephone or otherwise. Our
officers and employees will not be paid any additional
compensation for their solicitation efforts. We may also make
arrangements with brokerage houses, custodians, nominees and
other fiduciaries to send proxy materials to their principals at
our expense.
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