Appliance Recycling Centers of America DEF 14A 2012
APPLIANCE RECYCLING CENTERS OF AMERICA, INC.
7400 Excelsior Boulevard
Minneapolis, Minnesota 55426
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 10, 2012
TO OUR SHAREHOLDERS:
The annual meeting of the shareholders of Appliance Recycling Centers of America, Inc. will be held on Thursday, May 10, 2012 at 3:30 p.m., at the Appliance Recycling Centers of America, Inc. corporate offices located at 7400 Excelsior Boulevard, Minneapolis, Minnesota 55426. At the meeting, shareholders will act on the following matters:
· Proposal One: To elect five directors to serve for a term of one year expiring at the 2013 annual meeting of shareholders.
· Proposal Two: To ratify the appointment of Baker Tilly Virchow Krause, LLP as the Companys independent registered public accounting firm for fiscal year 2012.
· To transact such other business as may properly come before the annual meeting or any adjournment or postponement of the meeting.
Only shareholders of record at the close of business on March 22, 2012 are entitled to notice of and to vote at the annual meeting and any adjournment or postponement of the meeting.
Each of you is invited and urged to attend the annual meeting in person if possible. Whether or not you are able to attend in person, you are requested to date, sign and return promptly the enclosed proxy in the envelope enclosed for your convenience or vote your proxy by using our internet voting service at www.eproxy.com/arci/ or by telephone using the toll-free number listed on the proxy card.
TABLE OF CONTENTS
APPLIANCE RECYCLING CENTERS OF AMERICA, INC.
7400 Excelsior Boulevard
Minneapolis, Minnesota 55426
This proxy statement contains information relating to the annual meeting of shareholders of Appliance Recycling Centers of America, Inc. (the Company) to be held on Thursday, May 10, 2012, beginning at 3:30 p.m., at the corporate offices of the Company, located at 7400 Excelsior Boulevard, Minneapolis, Minnesota 55426. The enclosed proxy is solicited on behalf of the Board of Directors of the Company for use at the 2012 annual meeting of shareholders and any adjournment or postponement of the meeting. The approximate date on which this proxy statement and form of proxy will first be sent or given to shareholders is March 29, 2012.
At the Companys annual meeting, shareholders will act upon the matters described in the accompanying notice of annual meeting of shareholders. This includes the election of five directors and ratification of the appointment of our independent registered public accounting firm. In addition, the Companys management will report on the performance of the Company during the 2011 fiscal year and respond to questions from shareholders.
Only shareholders of record of outstanding common stock of the Company at the close of business on the record date, March 22, 2012, are entitled to receive notice of and to vote at the meeting, or any postponement or adjournment of the meeting. Each outstanding share of common stock entitles its holder to cast one vote on each matter to be voted upon.
All shareholders as of the record date, or their duly appointed proxies, may attend the meeting.
The presence at the meeting, in person or by proxy, of the holders of a majority of the shares of common stock of the Company outstanding on the record date will constitute a quorum. A quorum is required for business to be conducted at the meeting. As of the record date, 5,554,427 shares of common stock of the Company were outstanding. You will be considered part of the quorum if you submit a properly executed proxy card, vote your proxy by using the internet voting service or vote your proxy by using the toll-free telephone number listed on the proxy card, even if you abstain from voting.
Even if you plan to attend the annual meeting you are encouraged to vote by proxy. You may vote by proxy by one of the following ways:
1) Sign and date each proxy card you receive and return it in the prepaid envelope;
2) Vote by internet at the address listed on the proxy card; or
3) Vote by telephone using the toll-free number listed on the proxy card.
If you vote by internet or telephone, your electronic vote authorizes the proxy holders in the same manner as if you signed, dated and returned your proxy card. If you vote by internet or telephone, do not return your proxy card.
If you return your signed proxy card or vote by internet or telephone but do not give specific instructions as to how you wish to vote, your shares will be voted FOR all nominees in Proposal 1 and FOR ratifying the appointment of our independent registered public accounting firm.
Yes. Even after you have submitted your proxy or voted by internet or telephone, you may change your vote or revoke your proxy at any time before the proxy is exercised at the meeting. You may change or revoke it by:
1) Returning a later-dated signed proxy card or re-accessing the internet voting site or telephone voting number listed on your proxy card;
2) Delivering a written notice of revocation to the Companys Secretary at the Companys principal executive office at 7400 Excelsior Boulevard, Minneapolis, Minnesota 55426; or
3) Attending the meeting and voting in person at the meeting (although attendance at the meeting without voting at the meeting will not, in and of itself, constitute a revocation of your proxy).
The Boards recommendations are set forth after the description of each proposal in this proxy statement. In summary, the Board recommends a vote:
· FOR the election of each of the nominated directors (see Proposal 1 on page 7).
· FOR ratification of the appointment of our independent registered public accounting firm (see Proposal 2 on page 13).
If you submit your proxy card or vote by internet or telephone, unless you give other instructions on your proxy card or your internet or telephone vote, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board.
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.
For the election of directors, each shareholder will be entitled to vote for five nominees and the five nominees with the greatest number of votes will be elected.
With respect to ratification of the appointment of our independent registered public accounting firm and any other matter that properly comes before the meeting, the affirmative vote of the holders of a majority of the shares of common stock represented in person or by proxy and entitled to vote on the proposal will be required for approval. A properly executed proxy marked ABSTAIN with respect to any proposal will not be voted, although it will be counted for purposes of determining whether there is a quorum. Accordingly, an abstention will have the effect of a negative vote.
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 the proposal to be acted upon. Thus, if you do not give your broker or nominee specific instructions, your shares may not be voted on the proposal and will not be counted in determining the number of shares necessary for approval of the proposal. Shares represented by such broker non-votes will, however, be counted in determining whether there is a quorum.
Who will count the vote?
An Inspector of Elections will be appointed for the annual meeting and will work with a representative of Wells Fargo Shareowner Services, our independent stock transfer agent, to count the votes.
If your shares are registered differently and are in more than one account, you will receive more than one proxy card. To ensure that all your shares are voted, sign and return all proxy cards or use the internet voting service or telephone voting service for each proxy card. We encourage you to have all accounts registered in the same name and address (whenever possible). You can accomplish this by contacting our stock transfer agent, Wells Fargo Shareowner Services, at 1-800-468-9716.
How will voting on any other business be conducted?
Although we do not know of any business to be considered at the 2012 annual meeting other than the proposals described in this proxy statement, if any other business is presented at the annual meeting, your proxy gives authority to Edward R. Cameron, Chairman of the Board, and Denis E. Grande, Secretary, to vote on such matters at their discretion.
To be considered for inclusion in the Companys proxy statement for the Companys annual meeting to be held in 2013, shareholder proposals must be received at the Companys offices no later than November 30, 2012. Proposals must be in compliance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and must be submitted in writing and delivered or mailed to the Companys Secretary, at Appliance Recycling Centers of America, Inc., 7400 Excelsior Boulevard, Minneapolis, Minnesota 55426.
Under Rule 14a-4(c)(1) of the Securities Exchange Act of 1934, as amended, any shareholder who wishes to have a proposal considered at the 2013 annual meeting of shareholders, but not submitted for inclusion in the Companys proxy statement, must set forth such proposal in writing and file it with the Secretary of the Company no later than February 13, 2013. Failure to notify the Company by that date would allow the Companys proxy holders to use their discretionary voting authority (to vote for or against the proposal) when the proposal is raised at the annual meeting without any discussion of the matter being included in the Companys proxy statement.
Who pays the cost of this proxy solicitation?
The expense of the solicitation of proxies for this annual meeting, including the cost of mailing, has been or will be borne by the Company. Arrangements will be made with brokerage houses and other custodian nominees and fiduciaries to send proxies and proxy materials to their principals and the Company will reimburse them for their expense in so doing. In addition to solicitation by mail, proxies may be solicited by telephone, telegraph or personally by certain of the Companys directors, officers and regular employees, without additional compensation. No proxy solicitors have been hired in connection with the annual meeting.
The following table sets forth as of March 22, 2012 the beneficial ownership of common stock by each of the Companys directors, including director nominees, each of the executive officers named in the Summary Compensation Table on page 17 (the Named Executive Officers), and all directors, director nominees and executive officers of the Company as a group, as well as information about beneficial owners of 5% or more of the Companys common stock. Beneficial ownership includes shares that may be acquired in the next 60 days through the exercise of options or warrants.
* Indicates ownership of less than 1% of the outstanding shares
(1) Unless otherwise noted, each person or group identified possesses sole voting and investment power with respect to such shares.
(2) Applicable percentage of ownership is based on 5,554,427 shares of common stock outstanding as of March 22, 2012 plus, for each shareholder, all shares that such shareholder could purchase within 60 days upon the exercise of existing stock options and warrants.
(3) Includes 302,690 shares that are pledged to secure a personal line of credit. The address for Mr. Cameron is 7400 Excelsior Boulevard, Minneapolis, Minnesota 55426.
(4) Includes shares which could be purchased within 60 days upon the exercise of existing stock options or warrants, as follows: Mr. Bremer, 59,800 shares; Mr. Cameron, 98,500 shares; Mr. Carlson, 52,500 shares; Mr. Goldberg 7,500 shares; Ms. Jones, 30,000 shares; Mr. Lowenthal 7,500 shares; Mr. Pickerell 7,500 shares; Mr. Wolf, 30,000 shares; and all directors and executive officers as a group, 293,300 shares.
(5) Includes shares held by Medallion Capital, Inc. (Medallion), of which Mr. Pickerell is an executive officer. According to a Schedule 13D filed April 5, 2007 and a Form 4 filed April 2, 2008, Medallion has sole dispositive power and sole voting power as to all 492,000 shares. Mr. Pickerell, a director of the Company, is an executive vice president at Medallion and serves as portfolio manager for the shares held by Medallion. Mr. Pickerell has shared voting power and shared dispositive power with respect to the shares held by Medallion. Mr. Pickerell disclaims beneficial ownership of such shares. The address for Medallion and Mr. Pickerell is 3000 West County Road 42, Suite 301, Burnsville, Minnesota 55337.
(6) According to a Schedule 13G filed February 3, 2012, Perkins Capital Management, Inc. (Perkins Capital) beneficially owned 848,478 shares of common stock as a result of serving as investment advisor to various clients. Perkins Capital has sole dispositive power as to all 848,478 shares and sole voting power as to 489,750 shares. The address for Perkins Capital is 730 East Lake Street, Wayzata, Minnesota 55391.
(7) According to a Schedule 13D filed October 10, 2010, Norman and Sandra Pessin have sole dispositive power and sole voting power as to all 492,851 shares. The address for Norman and Sandra Pessin is 366 Madison Avenue, 14th Floor, New York, New York 10017.
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Companys officers and directors, and persons who own more than 10% of a registered class of the Companys equity securities, to file reports of ownership on Form 3 and changes in ownership on Form 4 or Form 5 with the SEC. Such officers, directors and 10% shareholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file.
Based solely on its review of copies of such forms received by it, or written representations from certain reporting persons, the Company believes that, during the fiscal year ended December 31, 2011, its officers, directors and 10% shareholders timely complied with all Section 16(a) filing requirements, except as follows: Mr. Cameron and Mr. Hausback each filed a late Form 4 reporting a stock option grant.
The property, affairs and business of the Company are managed under the direction of the Board of Directors. A board of five directors is to be elected at the meeting. Unless otherwise instructed, the proxy holders will vote the proxies received by them for managements five nominees (see pages 8-9). The term of office for each person elected as a director will continue until the next annual meeting of shareholders and until a successor has been elected and qualified, or until such director is removed or resigns.
All of the nominees named below are presently directors of the Company and have served continuously since the year indicated. Two the Companys incumbent directors Glynnis A. Jones and Morgan J. Wolf are not standing for re-election. All nominees have indicated a willingness to serve if elected. The Company knows of no arrangements or understandings between a nominee and any other person pursuant to which the nominee has been selected as a director.
All shares represented by proxies that have been properly executed and returned or properly voted using the internet or telephone voting service will be voted for the election of all of the nominees named below, unless other instructions are indicated thereon. In the event any one or more of such nominees should for any reason not be able to serve as a director, the proxies will be voted for such other person or persons as may be designated by the Board.
The Board recommends a vote FOR all of the nominees.
The names of the nominees are set forth in the table below. Following the table is certain information for at least the last five years regarding each nominee.
Edward R. Cameron is the founder and has been the President of the Company since its inception in 1976. He has been a director and Chairman of the Board of the Company since 1989 and prior to 1989 was a director of a predecessor of the Company. Prior to founding the Company, Mr. Cameron served as a district product manager and an account manager for Burroughs Corporation (a predecessor of Unisys Corporation) and served in executive positions for several small businesses. Mr. Cameron has a Bachelor of Science degree in business administration from Montana State University.
In his more than 35 years with the Company, Mr. Cameron has developed and brings to the Board extensive knowledge of all aspects of the Company, its businesses, industry, markets and day-to-day operations, and the issues, opportunities and challenges facing the Company. Mr. Camerons role as Chairman of the Board and Chief Executive Officer of the Company creates a critical link between the Board and management and facilitates the implementation of our business strategies by management.
Duane S. Carlson has been a director of the Company since 1990. Mr. Carlson has been a self-employed business consultant since 1997, as he was from 1988 to 1991. From 1991 to 1997, Mr. Carlson was executive vice president and chief financial officer of NetStar, Inc., a company engaged in the development, manufacturing and marketing of high-speed computer communications equipment. He was a founder of NetStar, Inc. and was a member of its board of directors. NetStar, Inc. became a wholly-owned subsidiary of Ascend Communications, Inc. on August 15, 1996 and is now part of Lucent Technologies, which acquired Ascend. He was a founder of Lee Data Corporation and from 1979 to 1988 was employed by Lee Data Corporation (which became Carleton Corporation and is now part of Oracle, Inc.) in various capacities, most recently as chief financial officer and executive vice president, and was also a member of the board of directors. Mr. Carlson is a CPA (inactive) and holds a BBA from the University of Minnesota. Mr. Carlson also currently serves as a director of several privately held companies.
Mr. Carlson has extensive experience as a director, executive officer and chief financial officer with other public companies. He brings substantial financial and accounting expertise to the Board and to the Audit Committee, where he also qualifies as an audit committee financial expert. The Company benefits from his management experience through his role on the Compensation Committee. Mr. Carlson has served as a member of the Board of Directors for more than 20 years and has gained a deep knowledge of the Companys operations.
Stanley Goldberg has been a director of the Company since August 2011. Mr. Goldberg is CEO of Vanguard Graphics International (Vanguard) in Eagan, Minnesota where he was been employed since 2008. Vanguard is a privately held company that manages companies in the graphic arts industry. Prior to 2008, Mr. Goldberg was employed in executive level positions with various companies including PrintWare, LLC from 2001 to 2008 and Goldmark Advisors, LLC from 1999 to 2001. Earlier in his
career he held various management positions with General Electric Company. Mr. Goldberg has an undergraduate degree in business from West Virginia University and has completed graduate level business courses for an MBA degree from the University of New Haven.
Mr. Goldberg has extensive business leadership and management experience, including senior management roles in industrial and consumer products companies and service as a director and executive officer of other public companies. Mr. Goldberg brings to the Board an in-depth understanding of the managerial, financial and operating dynamics of businesses such as the Company.
Steve Lowenthal has been a director of the Company since August 2011. Mr. Lowenthal is Co-CEO and shareholder of SPECTRUM Commercial Services Company (SPECTRUM) in Bloomington, Minnesota where he has been employed since 1996. SPECTRUM provides commercial financing services to businesses. Prior to 1996, Mr. Lowenthal was a senior account executive at US Banks asset based lending division and served as portfolio manager at SIMCOR Business Credit. Mr. Lowenthal has an undergraduate degree in business from the University of Minnesota and a law degree, cum laude, from the William Mitchell College of Law and has completed graduate level business courses for an MBA degree. He is a member of the Commercial Financial Association.
Mr. Lowenthal brings to the Board a breadth of business management skills with experience as a long time commercial lender as well as principal shareholder and co-CEO of a successful commercial finance company. Mr. Lowenthal has a deep understanding of the Companys history and operations as he was the principal contact for SPECTRUM, the Companys senior lender for 13 years, until January 2011, when the Company refinanced with its current lender. He also brings substantial financial and accounting experience to the Board.
Dean R. Pickerell has been a director of the Company since January 2011. He is an executive vice president at Medallion Capital, Inc (MCI), where he has been employed since 1987. MCI is a Small Business Investment Company (SBIC) that primarily provides subordinated debt to small businesses. MCI was originally part of Control Data Corporation. Prior to 1987, Mr. Pickerell held various controller and financial management positions at Honeywell and Control Data and joined the venture capital group at Control Data in 1986. He has been involved in the venture capital and SBIC industry since 1985. He has served on the board of directors of numerous private and public companies. He has been an ARCA Board observer since 1998 when MCI invested in ARCA. Mr. Pickerell has an undergraduate degree in economics from Iowa State University and completed the course work for an MBA degree from Mankato State University.
Mr. Pickerell brings to the Board extensive knowledge of the capital markets and expertise relating to corporate finance. Through his service as a member of the Audit Committee and Compensation Committee, the Board benefits from Mr. Pickerells knowledge of corporate governance and other public company requirements and issues derived from his experience as a director of other public companies. He has developed a detailed understanding of the Company and its businesses from his prior role as an ARCA Board observer.
There are no family relationships between any of the nominees, directors or executive officers of the Company. In addition, Duane S. Carlson, Dean R. Pickerell and Stanley Goldberg, are independent directors as defined under the rules of The NASDAQ Stock Market (NASDAQ) for companies included in The NASDAQ Capital Market. Steve Lowenthal, who became a director of the Company in August 2011, is not considered an independent director due to payments made by the Company to SPECTRUM Commercial Services Company during calendar year 2009 under a credit facility provided to the
Company by SPECTRUM. Mr. Lowenthal is co-CEO and a shareholder of SPECTRUM. All loans from SPECTRUM to the Company were paid in full in January 2011.
Edward R. Cameron, the Companys President and Chief Executive Officer, also serves as Chairman of the Board of Directors. The Company has not named a lead director. The Company believes this is appropriate for the Company at this time because of the size of the Company, the size of the Board, Mr. Camerons extensive experience in the appliance sales and recycling industry, and his responsibility for the day-to-day management of the Companys business. In view of these factors, the Board of Directors believes it makes sense for Mr. Cameron to chair the Boards discussions of developments in the Companys business and business strategy and its results of operations.
It is managements responsibility to manage risk and bring to the attention of the Board of Directors the most material risks affecting the Company. The Board of Directors, including through Board Committees comprised solely of independent directors, regularly reviews various areas of significant risk to the Company, and advises and directs management on the scope and implementation of policies, strategic initiatives and other actions designed to mitigate various types of risks. Specific examples of risks primarily overseen by the full Board of Directors include competition risks, industry risks, economic risks, liquidity risks, and business operations risks. The Audit Committee reviews with management and the independent auditors significant financial risk exposures and the processes management has implemented to monitor, control and report such exposures. The Audit Committee also reviews and approves transactions with related persons. The Compensation and Benefits Committee (the Compensation Committee) reviews and evaluates potential risks related to the attraction and retention of talent, and risks related to the design of compensation programs established by the Compensation Committee for the Companys executive officers.
In 2011, the Board of Directors met six times. In 2011, the Board of Directors had three standing committees, the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. The Audit Committee met five times; the Compensation Committee met two times; and the Nominating and Corporate Governance Committee did not meet, but the full Board considered various nominating and corporate governance matters without management being present. The Board currently has no other standing committees and has no current plans to establish additional committees. Each person who served as a director during 2011, with the exception of Morgan J. Wolf, attended all of the meetings of the Board of Directors and of the committees on which the director served. Mr. Wolf did not attend any meetings in 2011. Stanley Goldberg and Steve Lowenthal were appointed to the Board on August 2, 2011. It is the Companys policy that all directors should attend the annual meeting of shareholders.
The Compensation Committee of the Board of Directors is composed entirely of non-employee directors Mr. Carlson, Ms. Jones, Mr. Goldberg and Mr. Pickerell (Chairman), each of whom is also an independent director as defined under NASDAQ rules. The Compensation Committee is responsible for review and approval of officer salaries and other compensation and benefits programs and determination of officer bonuses. Annual compensation for the Companys executive officers, other than the CEO, is recommended by the CEO and approved by the Compensation Committee. The annual compensation for the CEO is recommended by the Compensation Committee and formally approved by the full Board of
Directors. The Compensation Committee may recommend to the Board of Directors grants under the Companys stock compensation plans.
In the performance of its duties, the Compensation Committee may select independent compensation consultants to advise the committee when appropriate. In addition, the Compensation Committee may delegate authority to subcommittees where appropriate. The Compensation Committee may separately meet with management if deemed necessary and appropriate. The Compensation Committee operates under a written charter adopted by the Board of Directors in March 2011, which is posted on the Companys website at www.ARCAInc.com under the caption Investor Relations Corporate Governance.
The Audit Committee, comprised of Mr. Carlson (Chairperson), Ms. Jones and Mr. Pickerell, is responsible for the review and approval of all transactions in which the Company was or is to be a participant and in which any executive officer, director or director nominee of the Company, or any immediate family member of any such person (related persons) has or will have a material interest. In addition, all, if any, transactions with related persons that come within the disclosures required by Item 404 of the SECs Regulation S-K must also be approved by the Audit Committee. The policies and procedures regarding the approval of all such transactions with related persons have been approved at a meeting of the Audit Committee and are evidenced in the corporate records of the Company. It is anticipated that, following the annual meeting of shareholders, Mr. Goldberg will replace Ms. Jones on the Audit Committee.
The Nominating and Corporate Governance Committee (the Governance Committee) is comprised of Mr. Carlson, Ms. Jones (Chairperson) and Mr. Pickerell, each of whom is an independent director as defined under NASDAQ rules. It is anticipated that, following the annual meeting of shareholders, Mr. Goldberg will replace Ms. Jones on the Governance Committee. The primary purpose of the Governance Committee is to ensure an appropriate and effective role for the Board of Directors in the governance of the Company. The principal recurring duties and responsibilities of the Governance Committee include (i) making recommendations to the Board regarding the size and composition of the Board, (ii) identifying and recommending to the Board of Directors candidates for election as directors, (iii) reviewing the Boards committee structure, composition and membership and recommending to the Board candidates for appointment as members of the Boards standing committees, (iv) reviewing and recommending to the Board corporate governance policies and procedures, (v) reviewing the Companys Code of Business Ethics and Conduct and compliance therewith, and (vi) ensuring that emergency succession planning occurs for the positions of Chief Executive Officer, other key management positions, the Board chairperson and Board members. The Governance Committee operates under a written charter adopted by the Board of Directors in March 2011, which is posted on the Companys website at www.ARCAInc.com under the caption Investor Relations Corporate Governance.
The Governance Committee will consider director candidates recommended by shareholders. The criteria applied by the Governance Committee in the selection of director candidates is the same whether the candidate was recommended by a Board member, an executive officer, a shareholder or a third party, and accordingly, the Governance Committee has not deemed it necessary to adopt a formal policy regarding consideration of candidates recommended by shareholders. Shareholders wishing to recommend candidates for Board membership should submit the recommendations in writing to the Secretary of the Company.
The Governance Committee identifies director candidates primarily by considering recommendations made by directors, management and shareholders. The Governance Committee also has the authority to retain third parties to identify and evaluate director candidates and to approve any associated fees or expenses. The Governance Committee did not retain any such third party with respect to the director candidates described in this Proxy Statement. Board candidates are evaluated on the basis of a number of factors, including the candidates background, skills, judgment, diversity, experience with companies of comparable complexity and size, the interplay of the candidates experience with the experience of other Board members, the candidates independence or lack of independence, and the candidates qualifications for committee membership. The Governance Committee does not assign any particular weighting or priority to any of these factors and considers each director candidate in the context of the current needs of the Board as a whole. Director candidates recommended by shareholders are evaluated in the same manner as candidates recommended by other persons.
If you would like to contact the Board or any committee of the Board, you can send an email to email@example.com, or write to Appliance Recycling Centers of America, Inc., c/o Secretary, 7400 Excelsior Boulevard, Minneapolis, Minnesota 55426. All communications will be compiled by the Secretary of the Company and submitted to the Board or the applicable committee or director on a periodic basis.
RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has selected Baker Tilly Virchow Krause, LLP as the Companys independent registered public accounting firm for fiscal year 2012. The Company is submitting its selection of Baker Tilly Virchow Krause, LLP for ratification by the shareholders at the Annual Meeting. Baker Tilly Virchow Krause, LLP has audited the Companys consolidated financial statements since 2005.
The Companys Bylaws do not require that shareholders ratify the selection of Baker Tilly Virchow Krause, LLP as the Companys independent registered public accounting firm. However, the Company is submitting the selection of Baker Tilly Virchow Krause, LLP to shareholders for ratification as a matter of good corporate practice. If shareholders do not ratify the selection, the Audit Committee will reconsider whether to retain Baker Tilly Virchow Krause, LLP. Even if the selection is ratified, the Audit Committee at its discretion may change the appointment at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders.
The Board recommends a vote FOR ratifying the appointment of the Companys independent registered public accounting firm.
WHO ARE NOT DIRECTORS
Bradley S. Bremer, 43, is President of ApplianceSmart, Inc. a subsidiary of the Company, a position he has held since February 2012. He served as Vice President of Retail Operations from 2007 until his appointment as President of ApplicanceSmart. Mr. Bremer is responsible for directing all aspects of the Companys retail division, including the management of sales, advertising and operations for the Companys ApplianceSmart stores. He also oversees the selection of ApplianceSmart locations, planning for new stores, development of new markets, and implementation of retail programs and services. From 2000 to 2007, Mr. Bremer held the position of Retail Operations Manager for the Company. Mr. Bremer is a graduate of the University of Minnesota.
Jeffrey S. Brown, 59, is the Vice President of Recycling Systems, a position he has held since February 2009. Mr. Brown is responsible for developing the Companys large-scale appliance recycling business with manufacturers, retailers and other entities that have opted to become partners in the U.S. EPAs Responsible Appliance Disposal (RAD) Program. He is also responsible for sales of equipment and systems for the Companys exclusive North American distributorship of UNTHA Recycling Technology. Before joining the Company, he was a 27-year employee of Whirlpool Corporation, where he most recently worked to develop a reverse logistics dealer network to manage discontinued, obsolete and damaged products for Whirlpool. Mr. Brown attended Tiffin University.
Jeffrey A. Cammerrer, 41, is the Vice President of Finance, a position he has held since March 2012. He served as Corporate Controller from June 2008 until his promotion to Vice President of Finance. Mr. Cammerrer is responsible for the Companys financial and accounting compliance, compiles and analyzes the Companys financial statements, budgets and manages all of the Companys day-to-day accounting operations, including treasury, taxes, billing, collections and accounts payable. Mr. Cammerrer held the position of Director of Finance for Milestone AV Technologies from September 2007 through July 2008. He also held several accounting management positions, including Vice President of Accounting, at Eschelon Telecom, Inc. from March 1997 through September 2007. He is a CPA (inactive) and holds a B.S. in Accounting from North Dakota State University.
Rachel L. Holmes, 48, is the Vice President of Business Development and Environmental Affairs, a position she has held since April 2008. In this capacity, Ms. Holmes focuses on business development, including strategic planning to identify and retain new clients for the Companys appliance recycling and replacement services. She directs the Companys environmental, industry and regulatory research; participation in industry and government initiatives; and marketing and communications. Ms. Holmes was employed by the Company from 1991 to 1999 in various corporate planning, marketing and advertising capacities. From 1999 until rejoining the Company in 2003, she was an independent marketing consultant for the Company. Ms. Holmes earned a B.A. from the University of Minnesota.
Bruce J. Wall, 58, is the Vice President of Resource Efficiency Programs, a position he has held since October 2000. Mr. Wall is responsible for assisting utility clients in the design, implementation and evaluation of their energy efficiency appliance recycling and replacement programs. He is also instrumental in supporting clients in the performance of cost-benefit analyses. Previously, Mr. Wall was employed by the Company as a National Account Manager from 1993 to 1997. From 1997 until rejoining the Company in 2000, Mr. Wall worked for Northeast Energy Efficiency Partnerships, Inc., where he facilitated and managed groups to develop, implement and evaluate regional market transformation strategies. He holds a B.A. from Montana State University.
Jeffrey L. Woloz, 60, is the Vice President and General Manager of Appliance Recycling Centers of America-California, Inc. (ARCA California). Mr. Woloz joined the Company in 2006 as General
Manager of ARCA California and was named to the position of Vice President in April 2008. He directs the operations of the Companys regional recycling facility in Compton, California, and oversees customer relations for replacement and recycling programs in California. Prior to joining the Company, Mr. Woloz was Director of Operations for Network Services, LLC, where he assisted in planning the strategic direction of the company while assuming a variety of operational responsibilities. He holds an MBA from California State University.
The Company uses a combination of cash and share-based incentive compensation to attract and retain qualified candidates to serve on the Board of Directors. In setting director compensation, the Company considers the significant amount of time that directors expend in fulfilling their duties to the Company as well as the skill level required by the Company of members of the Board.
The Company had seven directors in 2011, one of whom (Mr. Cameron) is an executive officer of the Company and does not receive any additional compensation for serving as a director of the Company. Non-employee directors of the Company receive an annual fee of $15,000 for their service as directors. The Chairperson of the Audit Committee receives an additional annual fee of $3,000 and the Chairperson of the Compensation and Benefits Committee receives an additional annual fee of $1,500. All of the Companys directors are reimbursed for reasonable travel expenses incurred in attending meetings.
Non-employee directors also receive stock options under the 2011 Stock Option Plan. The 2011 Stock Option Plan provides for an automatic grant to non-employee directors of an option to purchase 7,500 shares of common stock on the date of the Companys annual meeting. In addition, the 2011 Stock Option Plan provides for an automatic one-time grant of options to purchase 7,500 shares of common stock on the date of initial election of any new director. Generally, such options become exercisable in full six months after the date of grant and expire ten years from the date of grant.
The table below presents cash and non-cash compensation paid to non-employee directors during the last fiscal year.
Non-Management Director Compensation for Fiscal Year Ended December 31, 2011
(1) These amounts reflect the fair value of the options granted during fiscal 2011. See Note 3 to the Companys consolidated financial statements in the 2011 Annual Report on Form 10-K mailed with this proxy statement for discussion of the assumptions made in the valuation of option grants. At fiscal-year-end, the non-management directors held options to purchase shares of common stock as follows: Mr. Carlson, 52,500 shares; Mr. Goldberg 7,500 shares; Ms. Jones, 30,000 shares; Mr. Lowenthal, 7,500 shares; Mr. Pickerell, 7,500 shares; and Mr. Wolf, 30,000 shares.
The following table sets forth the cash and non-cash compensation earned for each of the Companys last two fiscal years by the Chief Executive Officer and the former Chief Financial Officer. The Chief Financial Officer was the only executive officer other than the Chief Executive Officer who received salary and bonus for fiscal year 2011 in excess of $100,000.
(1) Mr. Hausback served as Executive Vice President and Chief Financial Officer of the Company until his resignation effective November 4, 2011.
(2) For 2011, Mr. Camerons salary includes $38,000 and Mr. Hausbacks salary includes $24,300 paid to restore reductions in salary in 2009 and 2010. Effective June 13, 2009, the executive officers salaries were reduced 20% due to cost-reduction initiatives. The executive officers salary rates were reinstated by 5% effective December 31, 2009, and by the remaining 15% effective May 21, 2010. The cumulative amounts by which salaries had been reduced were paid to the executive officers in 2011.
(3) This amount reflects the fair value of the options granted during fiscal 2010 and 2011. See Note 3 to the Companys consolidated financial statements in the 2011 Annual Report on Form 10-K mailed with this proxy statement for discussion of the assumptions made in the valuation of option grants.
(4) These amounts reflect personal use of a company-owned automobile of $7,028 per year, and payment of accrued vacation pay of $19,231 in 2010.
(5) This amount reflects payment of accrued vacation pay.
The Company does not have employment agreements with any of its executive officers. The material terms of stock options granted to the named executives are described below under Outstanding Equity Awards.
The following table provides a summary of equity awards outstanding for the Chief Executive Officer and Chief Financial Officer at December 31, 2011:
(1) Mr. Camerons options were granted under the Companys 2006 Stock Option Plan on January 18, 2008.
(2) Mr. Camerons options were granted under the Companys 2006 Stock Option Plan on November 11, 2009.
(3) Mr. Camerons options were granted under the Companys 2006 Stock Option Plan on August 16, 2010.
(4) Mr. Camerons options were granted under the Companys 2006 Stock Option Plan on February 24, 2011.
The Company uses stock options to attract and retain executives, directors, consultants and key employees. Stock options are currently outstanding under three stock option plans. The Companys 2011 Stock Compensation Plan (the 2011 Plan) was adopted by the Board of Directors in March 2011 and approved by the shareholders at the 2011 annual meeting of shareholders. Under the 2011 Plan, the Company has reserved an aggregate of 700,000 shares of its common stock for option grants. The Companys 2006 Stock Option Plan (the 2006 Plan) was adopted by the Board of Directors in March 2006 and approved by the shareholders at the 2006 annual meeting of shareholders. The 2006 Plan expired on June 30, 2011, but options granted under the 2006 Plan before it expired will continue to be exercisable in accordance with their terms. The Companys Restated 1997 Stock Option Plan (the 1997 Plan) was adopted by the Board of Directors in March 1997 and approved by the shareholders at the 1997 annual meeting of shareholders. The 1997 Plan expired in March 2007, but options outstanding under the expired 1997 Plan continue to be exercisable in accordance with their terms. As of March 22, 2012, options to purchase an aggregate of 517,050 shares were outstanding, including options for 15,000 shares under the 2011 Plan, options for 481,050 shares under the 2006 Plan and options for 21,000 shares under the 1997 Plan. The Plans are administered by the Compensation Committee or the full Board of Directors acting as the Committee.
The 2011 Plan provides that a grant of non-qualified stock options, restricted stock or restricted stock units will be made to each non-employee director on the date of each annual meeting of shareholders at which the director is elected or reelected to the Board. The Board has the authority to determine the type of award and the number of shares subject to such annual grants prior to each annual meeting of shareholders. The total number of non-qualified options, restricted stock awards or restricted stock units granted each year at the annual shareholders meeting may not exceed 15,000 shares per non-employee director. In addition to the annual grant, the Board has the ability to grant awards to non-employee directors at times other than the annual meeting.
Under the 2011 Plan, the Board may grant stock options that either qualify as incentive stock options under the Internal Revenue Code of 1986, as amended, (the Code) or as non-qualified stock options. Stock options may be granted in such form and upon such terms as the Board may approve from time to time. Stock options granted under the 2011 Plan may be exercised during their respective terms as determined by the Board. The purchase price may be paid by tendering cash or, in the Boards discretion, by tendering common stock of the Company. No stock option shall be transferable by the optionee or exercised by anyone else during the optionees lifetime. Eligible persons will not pay any consideration to the Company in order to receive options, but will pay the exercise price upon exercise of an option.
Stock options may be exercised after a participants termination of employment for a period specified by the Board at the time the option is granted. The term of any stock option granted under the 2011 Plan may not exceed 10 years (or 5 years in the case of an incentive stock option granted to a participant who owns or is deemed to own more than 10% of the combined voting power of all classes of stock of the Company, any subsidiary or affiliate). The exercise price of any stock option granted under the 2011 Plan may not be less than the fair market value of the common stock on the date the option is granted (or, in the case of an incentive stock option granted to a participant who owns more than 10% of the combined voting power of all classes of stock of the Company, the option price shall be not less than 110% of the fair market value of the stock on the date the option is granted).
The Board may grant stock appreciation rights (SARs) alone as freestanding SARs or in connection with all or part of any stock option as tandem SARs either at the time of the stock option grant, or, in the case of non-qualified options, later during the term of the stock option. SARs entitle the participant to receive from the Company the same economic value that would have been derived from the exercise of an underlying stock option and the immediate sale of the shares of common stock. Such value is paid by the Company in cash or shares of common stock, in the discretion of the Board. SARs are exercisable only at such times and to the extent stated in an award agreement. The Board may grant other awards of stock or awards that are valued in whole or in part by reference to, or otherwise based on, stock, either alone or in addition to or in tandem with stock options or SARs.
The Audit Committee is responsible for selecting and approving the Companys independent auditors, for relations with the independent auditors, for review of internal auditing functions (whether formal or informal) and internal controls, and for review of financial reporting policies to assure full disclosure of financial condition. The Audit Committee operates under a written charter adopted by the Board of Directors, which is posted on the Companys website at www.ARCAInc.com under the caption Investor Relations Corporate Governance. Mr. Carlson (Chairman), Ms. Jones and Mr. Pickerell, each of whom is a non-employee director, serve on the Audit Committee. It is anticipated that, following the annual meeting of shareholders, Mr. Goldberg will replace Ms. Jones on the Audit Committee. Each member of the Audit Committee is independent, as independence for audit committee members is defined by NASDAQ rules, and otherwise satisfies NASDAQ requirements for audit committee membership. The Board has determined that Mr. Carlson is an audit committee financial expert as defined in SEC rules.
The Audit Committee reviewed with management the audited financial statements included in the Companys Annual Report on Form 10-K, including a discussion of the reasonableness of significant judgments and accounting principles.
The Audit Committee reviewed with the independent auditors, who are responsible for expressing an opinion on those consolidated audited financial statements in accordance with standards of the Public Company Accounting Oversight Board (United States) (PCAOB), their judgments as to the Companys accounting principles and such other matters as are required to be discussed with the Audit Committee under standards of the PCAOB. In addition, the Audit Committee has discussed with the independent auditors the auditors independence from management and the Company, including the matters in the written disclosures required by the applicable requirements of the PCAOB.
The Audit Committee discussed with the Companys independent auditors the overall scope and plans for their audit. The Audit Committee meets with the independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Companys internal controls and the overall quality of the Companys financial reporting. The Audit Committee held five meetings during 2011, with the independent auditors present at each meeting. In addition, at the end of each quarter and year-end the chairman of the Audit Committee and/or the full Audit Committee discussed with the independent auditors their findings and procedures relative to the auditors quarterly reviews and annual audit.
In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board approved) that the audited consolidated financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2011 for filing with the Securities and Exchange Commission.
The information set forth above in the Audit Committee Report is not to be considered filed with the SEC for any purpose or incorporated by reference into any Securities Act or Exchange Act document of the Company for any purpose.
This section should be read in conjunction with the Audit Committee Report on page 20.
The Audit Committee has appointed Baker Tilly Virchow Krause, LLP as the independent registered public accounting firm for the fiscal year ending December 29, 2012. A representative of Baker Tilly Virchow Krause, LLP is expected to be present at the annual meeting, will have an opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions.
Baker Tilly Virchow Krause, LLP has served as the independent auditors for the Company since fiscal 2005. During the fiscal years ended January 1, 2011 and December 31, 2011, the Company paid fees to Baker Tilly Virchow Krause, LLP for the following professional services:
(1) Audit fees consist of fees for professional services rendered in connection with the audit of the Companys year-end financial statements, quarterly reviews of financial statements included in the Companys quarterly reports, services rendered relative to regulatory filings, and attendance at Audit Committee meetings. For fiscal year 2011, this amount includes estimated billings for the completion of the 2011 audit which were rendered after year-end.
(2) Tax fees are fees principally related to tax advice provided to the Company.
The Audit Committee of the Board of Directors has considered whether the provision of the services described above was and is compatible with maintaining the independence of Baker Tilly Virchow Krause, LLP.
The Audit Committee pre-approves all audit and permissible non-audit services provided by the independent auditors. All the fees and services for fiscal 2010 and fiscal 2011 were approved by the Audit Committee.
At the date of this proxy statement the Companys management knows of no other matters which may come before the annual meeting. However, if any other matters properly come before the meeting, it is the intention of the persons named in the enclosed proxy form to vote such proxies received by the Company in accordance with their judgment on such matters.
A copy of the Companys 2011 Annual Report to Shareholders is being mailed to you with this proxy statement. The Annual Report includes, among other things, the consolidated balance sheets of the Company as of December 31, 2011 and January 1, 2011 and the related consolidated statements of comprehensive income, shareholders equity and cash flows for fiscal years ended December 31, 2011 and January 1, 2011. If you desire an additional copy of the Annual Report or a copy of the Companys Form 10-K filed with the SEC, you may obtain one (excluding exhibits) without charge by addressing a request to Investor Relations, Appliance Recycling Centers of America, Inc., 7400 Excelsior Boulevard, Minneapolis, Minnesota 55426. You may also access a copy of the Companys Form 10-K on the SECs website at www.sec.gov.