FRIEDMAN INDUSTRIES, INCORPORATED

 

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

 

To the Shareholders of Friedman Industries, Incorporated:

 

The Annual Meeting of Shareholders of Friedman Industries, Incorporated will be held in the offices of Fulbright & Jaworski L.L.P., 1301 McKinney, Suite 5100, Houston, Texas, on Thursday, September 1, 2011, at 11:00 a.m. (local time), for the following purposes:

 

(1) To elect a board of eight directors for the ensuing year.

 

(2) To transact such other business as may properly come before the meeting and any adjournment thereof.

 

The Board of Directors has fixed the close of business on July 15, 2011, as the record date for the determination of shareholders entitled to receive this notice and to vote at the meeting.

 

All shareholders are cordially invited to attend the meeting.

 

By Order of the Board of Directors,

 

Ben Harper

Secretary

 

July 29, 2011

Houston, Texas

 

 

IMPORTANT

 

Whether or not you expect to attend the meeting, please sign and date the enclosed proxy card and mail it in the enclosed envelope to assure representation of your shares. If you attend the meeting, you may vote either in person or by your proxy.

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON SEPTEMBER 1, 2011

 

The accompanying proxy statement, a form of proxy card and a copy of our 2011 Annual Report to Shareholders are available at http://www.amstock.com/proxyservices/viewmaterial.asp?CoNumber=02502.

FRIEDMAN INDUSTRIES, INCORPORATED

 

 

PROXY STATEMENT

 

 

For Annual Meeting of Shareholders

To Be Held on September 1, 2011

 

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of Friedman Industries, Incorporated (the “Company”), 4001 Homestead Road, Houston, Texas 77028 (telephone number 713-672-9433) to be used at the Annual Meeting of Shareholders to be held at 11:00 a.m. on Thursday, September 1, 2011 (the “Annual Meeting”), in the offices of Fulbright & Jaworski L.L.P., 1301 McKinney, Suite 5100, Houston, Texas, for the purposes set forth in the foregoing notice of the meeting. Properly executed proxies received in time for the meeting will be voted as directed therein, unless revoked in the manner provided hereinafter. As to any matter for which no choice has been specified in a proxy, the shares represented thereby will be voted by the persons named in the proxy (i) for the election as director of the nominees listed herein and (ii) in the discretion of such persons in connection with any other business that may properly come before the meeting. If the enclosed form of proxy is executed and returned, it may nevertheless be revoked by the shareholder at any time before it is exercised pursuant to either the shareholder’s execution and return of a subsequent proxy or the shareholder’s voting in person at the Annual Meeting.

 

At the close of business on July 15, 2011, there were 6,799,444 shares of our common stock, $1.00 par value (“Common Stock”), outstanding. Holders of record of Common Stock on such date will be entitled to one vote per share on all matters to come before the shareholders at the Annual Meeting.

 

The holders of a majority of the total shares of Common Stock issued and outstanding on the record date, whether present in person or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. The shares held by each shareholder who signs and returns the enclosed form of proxy will be counted for purposes of determining the presence of a quorum at the Annual Meeting.

 

Our Annual Report to Shareholders for the fiscal year ended March 31, 2011, including financial statements, is enclosed with this proxy statement. The Annual Report to Shareholders does not constitute a part of the proxy soliciting materials. This proxy statement is being mailed on or about July 29, 2011, to shareholders of record as of July 15, 2011.

 

ELECTION OF DIRECTORS

 

The persons who are elected directors will hold office until the next Annual Meeting of Shareholders and until their successors are elected and shall qualify. The Board of Directors currently consists of eight members.

 

It is intended that the persons appointed as proxies to act on behalf of shareholders in the enclosed proxy will vote for the election of the eight nominees named below. Pursuant to the Amended and Restated Bylaws of the Company, the Board of Directors had previously set the number of members of the Board at nine. After the resignation of Mr. Harold Friedman from the Board on October 5, 2010, the Board of Directors decided that the number of members should currently remain at nine but the vacancy would not be filled, if at all, until the Board located and approved a qualified candidate. The management of the Company does not contemplate that any of such nominees will become unavailable to serve as a director. However, should any nominee be unable to serve as a director or become unavailable for any reason, proxies which do not withhold authority to vote for that nominee may be voted for another nominee to be selected by the nominating committee of the Board of Directors.

 

The enclosed form of proxy provides a means for shareholders to vote for all of the nominees for director listed therein, to withhold authority to vote for one or more of such nominees or to withhold authority to vote for all of such nominees. Each director nominee receiving a plurality of votes cast will be elected director. The withholding of authority by a shareholder, abstentions and broker non-votes will be considered as not voted and will have no effect on the results of the election of those nominees.

 

The following table sets forth the names of the nominees for election to the Board of Directors, the principal occupation or employment of each of the nominees, the period during which each nominee has served as a director of the Company and the age of each nominee:

 

 

BOARD OF DIRECTORS

 

Our business and affairs are managed under the direction of the Board of Directors. In addition to regular Board meetings, the Board of Directors has established a program for the independent directors to meet at regularly scheduled executive sessions without management present as often as necessary, but not less than once in each fiscal year. Mr. Williams serves as the presiding director for each executive session.

 

Director Qualifications

 

As set forth in the Charter of the Nominating Committee of the Board of Directors, a majority of the members of the Board of Directors must qualify as independent directors in accordance with the applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the rules promulgated thereunder and the applicable rules of the NYSE Amex. In addition, the nominating committee shall consider the following qualifications in assessing director candidates: (a) an understanding of business and financial affairs and the complexities of a business organization; (b) a record of competence and accomplishments through leadership in industry, education, the professions or government; (c) a genuine interest in representing all of the shareholders and the interest of the Company overall; (d) a willingness to maintain a committed relationship with the Company as a director; (e) a willingness and ability to spend the necessary time required to function effectively as a director; (f) a reputation for honesty and integrity; and (g) such other additional qualifications as the nominating committee may establish from time to time, taking into account the composition and expertise of the entire Board of Directors.

 

In addition, the following experience, qualifications, attributes and skills were considered in determining the current nominees for director:

 

Mr. Crow has been associated with our Company in various capacities since 1972, including as an executive officer since 1981. His combination of experience and thorough knowledge of our business qualify him to serve as a member of our Board of Directors.

 

Mr. Agrawal has past and current experience as an executive officer in charge of running a business in Houston, Texas. His independence, his executive experience and broad operational and business experience qualify him to serve as a member of our Board of Directors.

 

Mr. Hall has been a director of our Company since 1974. He is a retired partner from Fulbright & Jaworski L.L.P. (“F&J”), our Company’s counsel. He continues to be associated with F&J and continues to practice law. His long tenure as an independent director and knowledge of our business qualify him to serve as a member of our Board of Directors.

 

Mr. Rauch has past and current experience as an executive officer in running several businesses, including his current operation in Houston, Texas. His independence, his insight into our operations and his executive experience qualify him to serve as a member of our Board of Directors.

 

Mr. Reichenthal has past and current experience as an executive officer in charge of running a business in Houston, Texas. He is thoroughly familiar with the steel and pipe business. His business experience and his experience as an executive officer qualify him to serve as a member of our Board of Directors.

 

Mr. Rich, a director since 1979, has broad experience as an electrical and mechanical engineer, an investor and a business consultant. Previously, Mr. Rich was the executive officer of a large manufacturing company and a software development company in Houston, Texas. His independence, his years of business experience and his experience as an executive officer qualify him to serve as a member of our Board of Directors.

 

Mr. Spira has a background in accounting and finance. He was formerly a partner at Weinstein Spira & Company, a large accounting firm in Houston, Texas. Mr. Spira qualifies as a “financial expert” as defined by the Securities and Exchange Commission. His independence, his executive experience and his background in accounting and financial matters qualify him to serve as a member of our Board of Directors.

 

Mr. Williams has a broad range of experience in insurance and risk management. He has served as an executive officer in several large insurance businesses and is currently a partner of an insurance operation in Houston, Texas. His independence, insight into business operations and executive experience qualify him to serve as a member of our Board of Directors.

 

Identifying and Evaluating Nominees for Directors

 

The nominating committee of the Board of Directors utilizes a variety of methods for identifying and evaluating nominees for director. The nominating committee assesses the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the nominating committee will consider various potential candidates for director. Candidates may come to the attention of the nominating committee through current Board members, professional search firms, shareholders or other persons. Shareholders may recommend nominees by contacting the nominating committee at P.O. Box 21147, Houston, Texas 77226. These candidates will be evaluated at regular or special meetings of the nominating committee and may be considered at any point during the year. In evaluating such nominations, the nominating committee seeks to achieve a balance of knowledge, experience and capability on the Board. In evaluating such nominations, the nominating committee seeks to achieve a diverse range of perspectives based on each Board member’s knowledge, life experiences, capabilities and background. While the nominating committee does not have a formal policy with respect to diversity, it does attempt to identify director nominees who can provide a diverse perspective to the Board of Directors.

 

Board of Directors Independence

 

The Board of Directors has affirmatively determined that all members of the Board, with the exception of Mr. Crow, are independent and have no material relationship with the Company that would interfere with their exercise of independent judgment.

 

Board Leadership Structure and Role in Risk Oversight

 

On October 5, 2010, Mr. Harold Friedman retired from the Company, resigning his position as a Director and Chairman of the Board. The Board of Directors has determined that currently it is best for the Company for Mr. William E. Crow, Chief Executive Officer of the Company, to serve as the chairman of the meetings of the Board but not in the office of Chairman of the Board, which remains vacant until such time as the Board makes a determination with respect to filling such vacancy. This arrangement allows Mr. Crow to focus on the day-to-day management of the Company as well as lead the meetings of the Board of Directors and, in consultation with Mr. Ben Harper, Chief Financial Officer of the Company, prepare the agenda for Board meetings. Additionally, Mr. Joe Williams serves as the chairman of the Executive Sessions of the Board, in which all independent directors meet outside of the presence of management to discuss various matters pertaining to the Company.

 

With respect to the oversight of the Company’s risk, the Company’s executive officers supervise the day-to-day risk management responsibilities and in turn report, when necessary, to the Audit Committee with respect to financial and operational risk and to the full Board with respect to risks associated with the Company’s overall strategy.

Attendance at the Annual Meeting of Shareholders

 

The Board of Directors holds a regular meeting in conjunction with the Annual Meeting of Shareholders. Although the Company does not have a specific attendance policy, the directors are encouraged to and generally attend the Annual Meeting of Shareholders. Eight of the then nine directors attended the 2010 Annual Meeting of Shareholders.

 

Communications with the Board

 

Shareholders may contact our directors individually, a committee of the Board of Directors, the independent directors of the Board of Directors as a group or the Board of Directors generally, by mailing the communication to Friedman Industries, Incorporated, Shareholder Communications, P.O. Box 21147, Houston, Texas 77226, to the attention of the Corporate Secretary. Communications that are intended specifically for the independent directors should be sent to the same address, to the attention of the Presiding Director of the Executive Sessions.

 

Proposals submitted by shareholders for inclusion in our annual proxy statement will not be considered shareholder communications under this policy and shall be handled in accordance with the rules and regulations promulgated from time to time by the Securities and Exchange Commission and the procedures described below in this proxy statement.

 

Investor Information

 

To obtain a printed copy of our Code of Conduct and Ethics or the charter for the audit committee or the nominating committee of the Board of Directors, send a request to us in care of Investor Relations, P.O. Box 21147, Houston, Texas 77226.

 

Director Compensation

 

With the exception of Mr. Crow, directors are paid $2,000 per quarter. In addition, the chairman of the audit committee and members of such committee receive $1,000 and $750, respectively, for each committee meeting attended. Mr. Crow receives no compensation for serving as director.

 

Except for Mr. Crow, who is a Named Executive Officer (as defined in “Executive Compensation” below), the following table summarizes compensation paid to each director during the fiscal year ended March 31, 2011:

 

 

Board of Directors Affiliations

 

Mr. Hall is associated with Fulbright & Jaworski L.L.P., our outside legal counsel. Mr. Williams is a Partner with PozmantierWilliams Insurance Consultants, LLC which, at times, provides insurance consulting services to us. Mr. Reichenthal is affiliated with Steel Vest Property, LLC (“SVP”), which purchased our real property in Houston, Texas in September 2006. We lease office space from SVP in Houston, Texas and paid SVP rental fees of $16,800 in each of fiscal year 2010 and fiscal year 2011.

 

Related Party Transactions

 

During fiscal years 2010 and 2011, there were no transactions with related persons which required disclosure pursuant to Item 404(a) of Regulation S-K (17 CFR Part 229).

Policies and Procedures with Respect to Approval of Related Party Transactions

 

The audit committee of the Board of Directors has adopted a written policy with respect to related party transactions to document procedures pursuant to which such transactions are reviewed, approved or ratified. The policy applies to any transaction between us and any related party other than transactions (i) available to all employees generally or (ii) involving less than $5,000 when aggregated with all similar transactions. The audit committee is responsible for reviewing, approving and ratifying any related party transaction. In general, the policy prohibits all related party transactions although the audit committee may approve related party transactions (A) in exceptional circumstances where the situation is urgent and no reasonable alternatives exist, (B) when the benefit is unique and significant or (C) the economic value to us is highly compelling over an extended period.

 

Committees of the Board of Directors and Meeting Attendance

 

During fiscal year 2011, the Board of Directors met four times.

 

The Board of Directors has an audit committee which currently consists of Messrs. Agrawal, Rauch and Spira (Chair). The audit committee discusses with the independent accountants and management our financial statements and the scope of the audit examinations, reviews with the independent accountants the audit budget, receives and reviews the audit report submitted by the independent accountants, reviews with the independent accountants internal accounting and control procedures and engages our independent auditors. The audit committee’s responsibilities to the Board of Directors are further detailed in the Second Amended and Restated Charter of the Audit Committee, as amended, which is not available on our web site but is attached as Appendix A to this proxy statement. The audit committee met four times in fiscal year 2011.

 

The Board of Directors has a compensation committee composed of Messrs. Agrawal, Rauch, Rich (Chair) and Williams. The compensation committee considers and recommends for approval by the Board of Directors adjustments to the compensation of our executive officers and the implementation of any compensation program. In addition, the compensation committee administers any stock option or stock plan of the Company pursuant to the terms of such plan. As permitted by the rules of the NYSE Amex, the compensation committee does not currently operate under a charter. The compensation committee met two times in fiscal year 2011.

 

The Board of Directors has a nominating committee currently composed of Messrs. Agrawal, Hall, Rauch, Reichenthal, Rich, Spira and Williams (Chair), each of whom is independent in accordance with the applicable rules of the NYSE Amex. Nominees to the Board of Directors are proposed by the nominating committee. The nominating committee’s responsibilities are further detailed in the Charter of the Nominating Committee, which is not available on our website but is attached as Appendix B to this proxy statement. The nominating committee normally does not consider unsolicited director nominees put forth by shareholders because the need for a new director generally only occurs on limited occasions when a director position becomes open as a result of a decision to increase the size of the Board or if a director retires or resigns. If and when such an event might occur, the Board of Directors believes that it is in the best interest of the Company to focus our resources on evaluating candidates at the appropriate time and who come to us by way of reputation or a relationship which initially validates the qualifications of the person as a candidate or through professional search processes that do the same. The nominating committee met one time in fiscal year 2011.

 

During the fiscal year ended March 31, 2011, no director attended fewer than 75% of the combined meetings of the Board of Directors and of any committee of which such director was a member except for Messrs. Agrawal and Reichenthal.

 

Audit Committee Qualifications

 

The Board of Directors has affirmatively determined that all members of the audit committee are independent in accordance with the applicable rules of the NYSE Amex and Rule 10A-3(b)(1) of the Exchange Act. The Board also has determined that each of the members of the audit committee is able to read and understand fundamental financial statements. In addition, the Board has determined that Mr. Spira meets the financial sophistication requirements set forth in the applicable rules of the NYSE Amex and qualifies as an “audit committee financial expert,” as that term is defined in the rules promulgated by the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002, as amended.

Audit Committee Report

 

The audit committee of the Board of Directors has reviewed and discussed with our management and Hein & Associates LLP (“Hein”), our independent auditors, the audited financial statements of the Company contained in our Annual Report on Form 10-K for the fiscal year ended March 31, 2011. The committee has also discussed with our independent auditors the matters required to be discussed pursuant to SAS 61 (Codification of Statements on Auditing Standards, Communication with Audit Committees).

 

The committee received and has discussed the written disclosures and letters from Hein required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence, and has discussed with Hein its independence in connection with its audit of our most recent financial statements. The committee has also considered whether the provision of non-audit services to the Company by Hein is compatible with maintaining that firm’s independence.

 

Based on the review and discussions referred to above, the committee recommended the inclusion of the audited financial statements in our Annual Report on Form 10-K for the fiscal year ended March 31, 2011.

 

The information in the foregoing three paragraphs shall not be deemed to be soliciting material, or to be filed with the Securities and Exchange Commission or subject to Regulation 14A or 14C under the Exchange Act or to liabilities under Section 18 of the Exchange Act nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that we specifically incorporate these paragraphs by reference.

 

Durga D. Agrawal

Alan M. Rauch

Joel Spira

 

Procedures and Processes for Determining Executive and Director Compensation

 

The compensation committee of the Board of Directors is responsible for reviewing and recommending to the full Board of Directors the compensation of our Chief Executive Officer and our Named Executive Officers. The committee also reviews and discusses with the Chief Executive Officer, and recommends to the full Board of Directors, the compensation for all other officers of the Company. The committee may retain compensation consultants or other advisers it deems appropriate, however the committee’s general practice is not to use a compensation consultant. Based on the committee’s analysis of relevant data, the committee determines its recommendation regarding the compensation of our Chief Executive Officer during an executive session of the committee at which the Chief Executive Officer is not present. Our Chief Executive Officer makes recommendations regarding the compensation of our other executive officers and other officers to the committee. The committee considers the recommendations, discusses the recommendations with our Chief Executive Officer, may discuss the matter in executive session and then makes recommendations to the full Board of Directors. The final determination as to the compensation of the Chief Executive Officer and all other officers of the Company is made by the full Board of Directors based on the recommendations of the committee.

 

The Board of Directors or an authorized committee thereof may from time to time review and determine the form and amount of director compensation, including cash, equity-based awards and other director compensation to maintain a transparent and readily understandable compensation program which insures that the directors continue to receive fair and appropriate compensation for the time commitment required to discharge their duties as directors for a company of our size.

 

EXECUTIVE COMPENSATION

 

Summary Compensation Table

 

The following table sets forth certain information regarding compensation paid for services rendered during the fiscal years ended March 31, 2011 and March 31, 2010, to each of our executive officers, including the principal executive officer and the principal financial officer (collectively, the “Named Executive Officers”):

 

 

 

Option Exercises and Stock Vested Table

 

There were no options exercised or stock vested during the fiscal year ended March 31, 2011, for any of the Named Executive Officers.

 

Outstanding Equity Awards at Fiscal Year-End Table

 

There were no unexercised options, vested stock or equity incentive plan awards outstanding as of the year ended March 31, 2011, for any of the Named Executive Officers.

 

Grants of Plan-Based Awards Table

 

There were no grants made to the Named Executive Officers during the fiscal year ended March 31, 2011.

 

Pension Benefits

 

We currently have no defined benefit pension plans.

 

Nonqualified Deferred Compensation

 

We currently have no defined contribution plans which provide for the deferral of compensation on a basis that is not tax qualified.

 

Potential Payments upon Termination or Change-in-Control

 

The Named Executive Officers will receive the same benefits as our other employees upon termination of their employment. We maintain the Friedman Industries, Inc. Employees’ Retirement and 401(k) Plan (the “Plan”), a defined contribution and 401(k) plan. The Plan covers substantially all employees, including officers, and employees fully vest in the Plan upon six years of service. In addition, the Company maintains life insurance

policies on each officer, including the Named Executive Officers. From time to time and in its discretion, the Board has approved the transfer of the applicable policy to an officer upon his retirement. At March 31, 2011, the cash surrender values of the life insurance policies held by the Company on Messrs. Crow, Harper and Thompson were approximately $176,000, $226,000 and $92,000, respectively. None of the Named Executive Officers has a change-in-control agreement with us.

 

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

 

Under the Exchange Act, our directors, executive officers and 10% shareholders must report to the Securities and Exchange Commission certain transactions involving Common Stock. Based solely on a review of the copies of the reports required pursuant to Section 16(a) of the Exchange Act that have been furnished to us and written representations that no other reports were required, we believe that these filing requirements have been satisfied for the fiscal year ended March 31, 2011.

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth certain information concerning the beneficial ownership of Common Stock by directors, nominees for director, Named Executive Officers, executive officers and directors as a group and persons who owned of record more than 5% of the outstanding Common Stock as of July 15, 2011:

 

 

RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS

 

The audit committee has approved the appointment of Hein as independent auditors for the fiscal year ending March 31, 2012. Representatives of Hein are expected to be present at the Annual Meeting of Shareholders, will have the opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

 

Audit Fees

 

Regarding fiscal years 2011 and 2010, we retained Hein to provide services and paid fees therefor as indicated in the following table:

 

 

 

 

The audit committee has implemented pre-approval policies and procedures for all audit and non-audit services to be provided by our independent public accountants to us. With regard to all permissible non-audit services, the audit committee has designated the chairman of the audit committee to approve in advance the provision by the independent public accountants of such services.

 

There were no services approved by the audit committee pursuant to the de minimis exception in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X (17 CFR Part 210) during fiscal year 2011.

 

PROPOSALS OF SHAREHOLDERS

 

Proposals of shareholders intended to be included in our proxy statement and form of proxy for the 2012 Annual Meeting of Shareholders must be received at our principal executive offices at 4001 Homestead Road, Houston, Texas 77028 on or before March 31, 2012. Proposals from shareholders for the 2012 annual meeting of shareholders received at our principal executive offices after June 14, 2012 will be considered untimely.

 

GENERAL

 

Management knows of no other matter to be presented at the meeting. If any other matter should be presented upon which a vote may properly be taken, it is intended that shares represented by the proxies in the accompanying form will be voted with respect thereto in accordance with the best judgment of the person or persons voting such shares.

 

The cost of solicitation of proxies in the accompanying form will be paid by us. In addition to solicitation by use of the mails, certain of our directors, officers and regular employees may solicit the return of proxies by telephone, facsimile or personal interviews.

 

Appendix A

 

FRIEDMAN INDUSTRIES, INCORPORATED
SECOND AMENDED AND RESTATED
AUDIT COMMITTEE CHARTER

 

Friedman Industries, Incorporated (the “Company”) has established an Audit Committee (the “Committee”). This Second Amended and Restated Audit Committee Charter (the “Charter”) sets forth certain matters with respect to the Committee.

 

 

The Committee shall consist of not less than three directors elected by the Board of Directors of the Company (the “Board”) and each member shall meet the definition of independent and all other requirements adopted from time to time by the Securities and Exchange Commission (“SEC”) or the NYSE Amex.

 

 

Fees for serving as a member of the Board or on any committee of the Board are the only compensation a Committee member may receive from the Company.

 

 

The Committee shall meet at least once per fiscal quarter. The Committee shall meet periodically with management and representatives of the independent auditor in separate executive sessions in furtherance of its purposes.

 

 

The Board has delegated the following authority to the Committee:

 

 

 

Appendix B

 

FRIEDMAN INDUSTRIES, INCORPORATED
CHARTER OF THE NOMINATING COMMITTEE

 

Friedman Industries, Incorporated (the “Company”) has established a Nominating Committee (the “Committee”). This Charter sets forth certain matters with respect to the Committee.

 

 

The Committee shall consist of at least three directors appointed by the Board of Directors of the Company (the “Board”) and each member shall meet the definition of independence and all other requirements adopted from time to time by the Securities and Exchange Commission (“SEC”) or the NYSE Amex.

 

 

The Committee shall meet at least one time each year and otherwise as frequently and at such times as necessary to carry out its responsibilities.

 

 

The Board has delegated the following authority to the Committee: