def14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.)
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
Video Display Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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TABLE OF CONTENTS
VIDEO DISPLAY CORPORATION
1868 Tucker Industrial Road
Tucker, Georgia 30084
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 27, 2010
To Our Shareholders:
The Annual Meeting of Shareholders of Video Display Corporation (the Company) will be held
on Friday, August 27, 2010, at 9:00 a.m., local time, at the Smoke Rise Golf and Country Club, 4900
Chedworth Drive, Stone Mountain, Georgia, for the following purposes:
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To elect five Directors to serve until the next Annual
Meeting of Shareholders or until their successors have
been elected and qualified; and |
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To transact such other business as may properly come
before the meeting or any reconvened meeting following any
adjournment thereof. |
Only shareholders of record at the close of business on July 30, 2010, will be entitled
to receive notice of, and to vote at the, meeting. The transfer books will not be closed. A
complete list of the shareholders entitled to vote at the meeting will be available for inspection
by shareholders at the offices of the Company immediately prior to the meeting.
The Annual Meeting may be adjourned from time to time without notice other than
announcement at the Annual Meeting, and any business for which notice of the Annual Meeting is
hereby given may be transacted at any reconvened meeting following such adjournment.
Whether or not you plan to be present at the meeting, please complete, date and sign the
enclosed proxy and return it promptly. Shareholders who are present at the meeting may revoke their
proxy and vote in person if they so desire.
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By Order of the Board of Directors, |
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Norma J. Mann |
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Secretary |
Tucker, Georgia
July 30, 2010
VIDEO DISPLAY CORPORATION
1868 Tucker Industrial Road
Tucker, Georgia 30084
PROXY STATEMENT
for
ANNUAL MEETING OF SHAREHOLDERS
to be held on August 27, 2010
Information Concerning the Solicitation
This Proxy Statement is furnished to the shareholders by the Board of Directors of Video
Display Corporation, 1868 Tucker Industrial Road, Tucker, Georgia 30084 (the Company), in
connection with the solicitation of proxies by the Board of Directors to be voted at the Annual
Meeting of Shareholders on Friday, August 27, 2010, at 9:00 a.m. and at any adjournment or
adjournments thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of
Shareholders (the Meeting). The Companys 2010 Annual Report on Form 10-K, including financial
statements for the year ended February 28, 2010, accompanies this Proxy Statement and is first
being mailed to shareholders on or about August 4, 2010.
If the enclosed form of proxy is properly executed and returned, the shares represented
thereby will be voted in accordance with its terms. If no choices are specified, the proxy will be
voted:
FOR Election of Ronald D. Ordway, Murray Fox, Peter Frend, Carolyn C. Howard and
Carlton Sawyer as Directors to serve until the next Annual Meeting of Shareholders.
In addition, a properly executed and returned proxy card gives the authority to vote in
accordance with the proxy-holders best judgment on such other business as may properly come before
the meeting or any adjournment thereof. The proxy, given pursuant to this solicitation, is
revocable at any time before it is exercised, by filing a revoking instrument, a duly executed
proxy bearing a later date with the Secretary of the Company or by attending the Meeting and voting
in person.
Each shareholder is entitled to one vote on each proposal per share of Common Stock held
as of the record date. A majority of the issued and outstanding shares of Common Stock will
constitute a quorum for the transaction of business at the Meeting. In determining whether a quorum
exists at the Meeting for purposes of all matters to be voted on, all votes for or against, as
well as all abstentions (including votes to withhold authority to vote in certain cases), with
respect to the proposal receiving the most such votes, will be counted. The vote required for the
election of directors is a majority of the votes cast by the shares represented at the meeting and
entitled to vote, provided a quorum is present. Consequently, abstentions and broker non-votes will
not be counted as part of the base number of votes to be used in determining if the proposal for
the election of directors has received the requisite number of base votes for approval. Thus, with
respect to the proposal for the election of directors, an abstention or broker non-vote will have
no effect.
The cost of soliciting proxies will be borne by the Company. In addition to solicitation
by mail, certain officers, directors and employees may, without compensation, solicit proxies by
telephone and personal interview. The Company may reimburse brokerage firms and others for
reasonable expenses incurred in forwarding solicitation material to the beneficial owners of the
Companys Common Stock.
Shareholders Proposals for Next Annual Meeting
For inclusion in the Proxy Statement and form of proxy for the next annual meeting,
shareholder proposals consistent with Rule 14a-8(e) promulgated under the Securities Exchange Act
of 1934 must be received by our Secretary at our principal business office on or before March 23,
2011. In order for a shareholder proposal made outside the requirements of Rule 14a-8(e) to be
timely for the purposes of Rule 14a-4(c), such proposal must be received by our Secretary no
later than July 6, 2011.
Outstanding Voting Securities
The Company has one class of Common Stock, no par value (Common Stock), of which
8,371,721 shares were issued and outstanding on June 25, 2010. Each outstanding share is entitled
to one vote. The Company also has a class of preferred stock authorized, no shares of which are
issued and outstanding at the present time. The Board has fixed the close of business on July 30,
2010, as the record date for determining the holders of Common Stock entitled to vote at the
Meeting.
PROPOSAL ONE
ELECTION OF DIRECTORS
Five Directors will be elected at the Meeting, each to serve until the next Annual
Meeting of Shareholders or until a successor has been duly elected and qualified. The persons named
in the accompanying Proxy intend to vote the proxies, if authorized, for the election as directors
of the five persons named below as nominees.
If, prior to the Meeting, the Board should learn that any nominee will be unable to serve
by reason of death, incapacity or other unexpected occurrence, the proxies that would have
otherwise been voted for such nominee will be voted for such substitute nominee as selected by the
Board. Alternatively, the proxies may, at the Boards discretion, be voted for such fewer number of
nominees as results from such death, incapacity or other unexpected occurrence. The Board has no
reason to believe that any of the nominees will be unable to serve.
THE BOARD RECOMMENDS THAT YOU VOTE FOR PROPOSAL ONE, THE ELECTION OF THESE FIVE
NOMINEES AS DIRECTORS.
The directors, their ages, their principal occupations for at least the past five years,
other public company directorships held by them and the year each was first elected as a director
of the Company are set forth below.
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Present Position with the |
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First Year Serving |
Name |
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Age |
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Company |
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on Board |
Ronald D. Ordway
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68 |
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Chairman of the Board, Chief Executive Officer and
Director
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1975 |
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Murray Fox
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76 |
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Division C.E.O. and Director
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2008 |
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Carlton Sawyer
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81 |
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Director
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2009 |
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Peter Frend (1)(2)(3)(4)
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39 |
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Director
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2003 |
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Carolyn C. Howard (1)(2)(3)(5)
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47 |
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Director
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2001 |
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(1) Member of Audit Committee.
(2) Member of Compensation Committee.
(3) Member of Nominating & Governance Committee.
(4) Chairperson of Nominating & Governance Committee.
(5) Chairperson of Audit and Compensation Committees.
Mr. Ordway is a founder of the Company and has served as Chairman of the Board, and Chief
Executive Officer (CEO) since 1975.
Mr. Fox has been President of the Companys subsidiary Fox International since 2001.
Mr. Sawyer was previously a Director of the Company last serving in 2004. Until
1988, he was Chairman and President of Display Components, Inc. a Massachusetts manufacturer of
magnetic electron optical devices. Since 1988, Mr. Sawyer has acted as a consultant to various
electronics companies.
Mr. Frend is currently the Chief Operating Officer at Marketing Evolution, where he oversees
all of the firms services and operations in executing work for a broad array of Fortune 500
clients. Mr. Frend was formerly a partner at Oliver Wyman, where he spent 16 years and was part of
that firms Communications, Information & Entertainment practice. Over the course of his career,
his work has spanned a broad range of industries, including information technology,
telecommunications, media and entertainment, professional services and transportation. Mr. Frend
holds a B.A. (magna cum laude) in economics from Princeton University.
Ms. Howard has been employed since the late 1980s by Howard Interests, a venture capital firm,
of which she is a cofounder and co-manager. She has owned and managed a personnel and staffing
firm, held a position in banking with a focus on Fannie Mae/Freddie Mac lending. She has held
positions with securities firms trading and covering institutional accounts and currently is a
member of the Board of Directors of MDU Communications, traded on the OTC-BB. Ms. Howard has acted
as CEO and COO of one of New Hampshires largest food service and bottled water companies, prior to
selling it to Vermont Pure Springs, a publicly traded company.
The Board of Directors has determined that Ms. Howard, Mr. Frend and Mr. Sawyer are qualified
as independent Directors as defined by the NASDAQ listing standards.
Three of the five directors were elected to their current term of office at the Companys
Annual Meeting of Shareholders on August 25, 2006. Murray Fox was appointed to his position of
director in December 2008. Carlton Sawyer was appointed to his position of director in January
2009. The terms of office of our directors expire at the next Annual Meeting of Shareholders. The
number of Directors of the Company to be elected at the Annual Meeting has been fixed at five.
OTHER INFORMATION ABOUT THE BOARD AND ITS COMMITTEES
Directors Fees
The Companys policy is to pay to directors who are not also officers of the Company $1,000
per Board meeting attended, plus reimbursement of travel expenses. Additionally, the Company will
issue to non-employee directors, Mr. Frend and Ms. Howard, options to purchase 6,000 shares and to
Mr. Sawyer, 3,000 shares of the Companys common stock at the market close price on the day of the
Companys annual meeting, subject to one year vesting requirements.
Board Meetings and Attendance
The Board held 2 attended meetings and 5 meetings via telephone conference during the last
fiscal year, with all actions by the Board subsequently ratified by execution of consent
resolutions by each member of the Board. During fiscal year 2010, all of the Directors attended at
least 75% of the aggregate number of meetings of the Board and meetings of committees of the Board
on which they served. Although the Company does not have a policy with regard to Board members
attendance at the Companys annual meetings of stockholders, all of the directors are encouraged to
attend such meetings. All of our directors, with the exception of Mr. Fox were in attendance at
our 2009 Annual Meeting of Stockholders.
Code of Business Conduct and Ethics
The Company has adopted a Code of Business Conduct and Ethics, which applies to all directors,
officers and employees of the Company, including its Chief Executive Officer, Chief Financial
Officer and Controller. The Code of Business Conduct and Ethics is available on the Companys
website at www.videodisplay.com.
Shareholder Communications with the Board
Shareholders may contact the Board or any of the individual Directors by writing to them c/o
Secretary of the Company, Video Display Corporation, 1868 Tucker Industrial Road, Tucker, Georgia
30084. Inquiries sent by mail may be sorted and summarized by the Secretary before they are
forwarded to the addressee.
Standing Committees of the Board
Audit Committee
The Audit Committee is comprised of Carolyn C. Howard (Chairperson) and Peter Frend.
The Committee held seven meetings during fiscal 2010. As required by currently applicable listing
requirements of NASDAQ, all members are independent. The Board of Directors has determined that
Peter Frend is an audit committee financial expert as defined in the rules of the Securities and
Exchange Commission and NASDAQ. The Committee has a charter, referred to as the Audit Committee
Charter posted on the Investor Relations section of the Companys website (www.videodisplay.com).
See Report of the Audit Committee herein.
Compensation Committee
The Compensation Committee is comprised of Carolyn C. Howard (Chairperson) and Peter Frend.
The Compensation Committee held three meetings during fiscal 2010. The Compensation Committee
administers the Companys Employee Stock Option Plan and also makes recommendations to the Board
with respect to the compensation paid to the Chief Executive Officer and other Corporate Officers.
The Committee has a charter, referred to as the Compensation Committee Charter posted on the
Investor Relations section of the Companys website (www.videodisplay.com). See Report of the
Compensation Committee herein.
Nominating and Governance Committee
The Nominating and Governance Committee is comprised of Peter Frend (Chairman) and Carolyn C.
Howard. The Nominating and Governance Committee held three meetings during fiscal 2010. The duties
of the Nominating and Governance Committee include proposing a slate of Directors for election by
the shareholders at each Annual Meeting and proposing candidates to fill vacancies on the Board.
The Committee has a charter, referred to as the Corporate Governance Guidelines posted on the
Investor Relations section of the Companys website (www.videodisplay.com). When appropriate, the
Nominating and Governance Committee will conduct research to identify suitable candidates for Board
membership, and seeks individuals who could be expected to make a substantial contribution to the
Company. It will consider candidates proposed by shareholders. Candidates should be considered able
and willing to represent the interests of all shareholders and not those of a special interest
group. Any shareholder wishing to propose a candidate for consideration should forward the
candidates name and a detailed background of the candidates qualifications to the Secretary of
the Company.
COMMON STOCK OWNERSHIP
The following table sets forth certain information regarding the beneficial ownership of
Common Stock as of June 25, 2010 with respect to (i) those persons known by the Company to own more
than 5% of the outstanding Common Stock of the Company; (ii) each director of the Company; (iii)
each executive officer listed in the Summary Compensation Table who is not a director; and (iv) the
beneficial ownership of all directors and executive officers as a group. The percentage of
beneficial ownership is based on 8,371,721 shares of our common stock outstanding as of June 25,
2010 plus stock options exercisable within 60 days held by the particular person or group. Our only
voting security is our common stock. Except as indicated in the footnotes to this table, the
persons named have sole voting and investment power over the shares owned by them.
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Name and Address of Beneficial Owner |
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Number of Shares(a) |
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Percent of Class |
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Ronald D. Ordway
Tucker, Georgia 30084 |
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3,107,062 |
(b) |
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36.0 |
% |
Jonathan R. Ordway
Tucker, Georgia 30084 |
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2,452,663 |
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31.5 |
% |
Murray Fox
Bainbridge, OH 44146 |
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12,000 |
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%(c) |
Carolyn C. Howard
Jaffrey Center, New Hampshire |
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273,900 |
(d) |
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3.3 |
% |
David Heiden
Tucker, Ga. 30084 |
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45,984 |
(e) |
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%(c) |
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All Executive Officers and Directors as a group (6 persons) |
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3,345,813 |
(f) |
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40.0 |
% |
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(a) |
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Information relating to beneficial ownership of Common
Stock is based upon information furnished by each five
percent shareholder, director and executive officer using
beneficial ownership concepts set forth in rules
promulgated by the Securities and Exchange Commission under
Section 13(d) of the Securities Exchange Act of 1934.
Except as indicated in other footnotes to this table, each
person possessed sole voting and investment power with
respect to all shares set forth by his name. |
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Includes 480,000 shares owned by Karen W. Ordway, wife of
Ronald D. Ordway, as to which Mr. Ordway shares voting and
investing power. |
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Less than one percent. |
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Includes 12,000 shares subject to exercisable stock options. |
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Includes 20,000 shares subject to exercisable stock options. |
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Includes 32,000 shares subject to exercisable stock options. |
EXECUTIVE OFFICERS
The following table identifies all persons who served as executive officers and divisional
officers of the Company at any time during fiscal year 2010, along with certain information
including their ages and positions with the Company:
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Name |
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Age |
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Present Position with the Company |
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Officer Since |
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Corporate Officers |
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Ronald D. Ordway |
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68 |
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Chairman of the Board, |
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1975 |
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Chief Executive Officer and Director |
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David Heiden |
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63 |
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President |
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2007 |
Gregory L. Osborn |
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52 |
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Chief Financial Officer |
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2007 |
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Divisional Officers |
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Michael Allen |
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49 |
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President of Z-Axis, Inc. |
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Murray Fox |
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76 |
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Chief Executive Officer of Fox International, Ltd., Inc. |
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William Frohoff |
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57 |
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President of Lexel Imaging Systems, Inc. |
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Arthur V. Mengel |
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47 |
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President of Aydin Displays, Inc. |
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Arthur Mengel |
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75 |
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President of Teltron Technologies, Inc. |
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Marcial Vidal |
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58 |
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President of VDC Display Systems |
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All of the executive officers of the Company have served as officers and/or have been employed
by the Company for at least the last five years except for Gregory L. Osborn, Chief Financial
Officer who joined the Company on June 4, 2007. Mr. Osborn was previously in the mattress
manufacturing and retail industries for 15 years serving in various capacities including controller
and Chief Financial Officer until he joined Video Display Corporation. Each executive officer is
elected by the Board, or by the Board of Directors of a subsidiary of the Company, and serves at
the pleasure of such Board until his successor has been elected and has qualified, or until his
earlier death, resignation, removal, retirement or disqualification.
TRANSACTIONS WITH AFFILIATES
During fiscal year 2010, the Company leased certain warehouse space from the Chief Executive
Officer, Ronald D. Ordway, under net operating leases with the terms described below. Rent expense
under these leases totaled approximately $314,000 and $314,000 in fiscal 2010 and 2009,
respectively:
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Annual Base |
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Facility |
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Lessor |
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Rent |
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Expiration of Lease |
Corporate Headquarters, Warehouse
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Ronald D. Ordway
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$ |
194,000 |
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October 31, 2018 |
Tucker, Georgia
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Warehouse,
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Ronald D. Ordway
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$ |
120,000 |
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May 31, 2018 |
Stone Mountain, Georgia
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The Board believes that the terms of the leases are reasonable and in the best interest of the
Company. The Audit Committee has reviewed each of these leases and has determined that the terms of
these leases are fair to the Company.
Officers and Shareholders
In June 2006, The Company repaid all amounts borrowed under previous loan agreements with the
Chief Executive Officer, Ronald D Ordway, and entered into a new loan agreement in which Mr. Ordway
loaned the Company $6,000,000 as part of a refinancing of the Companys debt with a new banking
relationship with RBC Centura and Regions Bank. The terms of the Note Agreement call for the
Company to make monthly payments of $33,333 plus interest at a rate of bank prime plus one percent.
During fiscal 2010, Mr. Ordway loaned the Company an additional $1,166,570 and the Company made
principal payments of $522,500 to Mr. Ordwayleaving a balance of approximately $2.8 million. The
note is secured by a general lien on all assets of the Company, subordinate to the liens held by
RBC Bank.
During fiscal 2005, Murray Fox loaned the Company a net total of $195,000. Principal payments
of $218,000 were made in fiscal 2006, while an additional $171,000 was borrowed during the fiscal
year, resulting in a balance of $148,000 at February 28, 2006. Principal payments of $71,000 were
made in fiscal 2007, while an additional $220,000 was borrowed during the fiscal year, resulting in
a balance of $296,000 at February 28, 2007. Principal payments of $73,000 were made in fiscal
2010 resulting in an ending balance of $116,000. These borrowings bear interest at 8%.
The Audit Committee has reviewed each of these loans and financings and has determined that
their terms are fair to the Company.
EXECUTIVE COMPENSATION AND OTHER BENEFITS
Executive Compensation
The following table sets forth, for the fiscal year ended February 28, 2010, the total
compensation earned by our Chief Executive Officer, Chief Financial Officer and each of our three
other most highly compensated executive officers who were serving as executive officers as of
February 28, 2010 (collectively referred to as the named executive officers).
Summary Compensation Table
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Change in Pension |
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Value and |
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Non-Equity |
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Nonqualified |
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Deferred |
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All Other |
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Award |
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Compensation |
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Compensation |
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Compensation |
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Earnings ($) |
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Total ($) |
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Ronald D. Ordway |
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2010 |
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160,000 |
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160,000 |
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Chairman of the Board, |
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2009 |
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194,615 |
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194,615 |
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and Director |
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2008 |
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174,615 |
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2,355 |
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176,970 |
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Marcial Vidal |
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2010 |
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126,000 |
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126,000 |
|
Division President |
|
|
2009 |
|
|
|
141,346 |
|
|
|
49,192 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
190,538 |
|
|
|
|
2008 |
|
|
|
136,712 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,894 |
|
|
|
107,894 |
|
Gregory L. Osborn |
|
|
2010 |
|
|
|
125,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
125,000 |
|
Chief Financial Officer |
|
|
2009 |
|
|
|
125,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
125,000 |
|
|
|
|
2008 |
|
|
|
83,846 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
626 |
|
|
|
84,472 |
|
David A Heiden |
|
|
2010 |
|
|
|
120,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
120,000 |
|
President |
|
|
2009 |
|
|
|
148,846 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
148,846 |
|
|
|
|
2008 |
|
|
|
135,364 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,588 |
|
|
|
136,952 |
|
Murray Fox |
|
|
2010 |
|
|
|
119,120 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
156,709 |
|
CEO Fox Intl. Ltd. and |
|
|
2009 |
|
|
|
142,123 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
142,123 |
|
Director |
|
|
2008 |
|
|
|
154,846 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,863 |
|
|
|
156,709 |
|
|
|
|
(1) |
|
Amounts of All Other Compensation reflect Company matching
contributions pursuant to the Companys 401(k) Retirement Plan (a
qualified salary deferral plan under Section 401(k) of the
Internal Revenue Code). All named executive officers are covered
by the companys health insurance plan, which does not
discriminate in scope, terms or operation, in favor of named
executive officers or directors and is generally available to all
salaried employees. As a result, the information regarding health
insurance premiums paid to the named executive officers has been
omitted from the Summary Compensation Table. |
|
(2) |
|
Amounts represent all pre-tax salaries and include any amounts
earned but deferred under the companys 401(k) plan. |
Outstanding Equity Awards at Fiscal Year-End
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive Plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards: |
|
|
|
|
|
|
|
|
|
Number of |
|
|
Number of |
|
|
Number of |
|
|
|
|
|
|
|
|
|
Securities |
|
|
Securities |
|
|
Securities |
|
|
|
|
|
|
|
|
|
Underlying |
|
|
Underlying |
|
|
Underlying |
|
|
|
|
|
|
|
|
|
Unexercised |
|
|
Unexercised |
|
|
Unexercised |
|
|
Option |
|
|
Option |
|
|
|
Options (#) |
|
|
Options (#) |
|
|
Unearned |
|
|
Exercise |
|
|
Expiration |
|
Name |
|
Exercisable |
|
|
Unexercisable |
|
|
Options (#) |
|
|
Price ($) |
|
|
Date |
|
Gregory L. Osborn |
|
|
|
|
|
|
35,000 |
|
|
|
|
|
|
$ |
7.71 |
|
|
|
06/04/2017 |
|
David A Heiden |
|
|
20,000 |
|
|
|
|
|
|
|
|
|
|
$ |
3.25 |
|
|
|
7/30/2010 |
|
Option Exercises in 2010
The following table sets forth information regarding all exercises of stock options by the
named executive officers during the 2010 fiscal year.
|
|
|
|
|
|
|
|
|
|
|
Option Awards |
|
|
|
Number of |
|
|
|
|
|
|
Shares |
|
|
|
|
|
|
Acquired on |
|
|
Value Realized |
|
Name |
|
Exercise (#) |
|
|
on Exercise ($) |
|
None |
|
|
|
|
|
$ |
|
|
Compensation Committee Interlocks and Insider Participation
Carolyn C. Howard and Peter Frend served as members of the Compensation Committee of the Board
of Directors during fiscal 2010. These individuals are not, and were not during the 2010 fiscal
year, officers or employees of the Company, nor do they have, and did not have during the 2010
fiscal year, any relationship with the Company requiring disclosure under Securities and Exchange
Commission regulations.
Compensation Discussion and Analysis
Overview and Philosophy The Compensation Committee currently consists of two independent directors,
Ms. Carolyn Howard, Chairperson, and Mr. Peter Frend. The roles and responsibilities of the
Committee are set forth in a written charter adopted by the Board of Directors. This charter is
available from the Company upon request. The Committee reviews and approves the Companys executive
and director compensation policies annually, administers the Companys Employee Stock Option Plan
and makes recommendations to the Board regarding the compensation of the Chief Executive Officer
and other Corporate Officers.
The Committees policy, which applies to the Chief Executive Officer and to all other
executive officers and directors, is to ensure that Video Display Corporation provides a balanced
and competitive compensation package that takes into account its specific needs and circumstances,
while maintaining compensation levels comparable to industry standards.
Components of Executive Compensation
The company sponsors a 401(k) retirement savings plan which covers its full-time employees who
have been employed by the company for at least one (1) year. Eligible employees may elect to
contribute a percentage of their compensation to the 401(k) plan, subject to the maximum amount
established annually under Section 401(k) of the Internal Revenue Code. The Company did not make
a contribution in 2010 and 2009.
Other than the agreements mentioned herein, we have no employment agreements with any of our
named executive officers, nor do we have any compensatory plans or arrangements with respect to any
named executive officers that results or will result from the resignation, retirement or any other
termination of such executive officers employment with Video Display Corporation or from a
change-in-control of Video Display Corporation or a change in the named executive officers
responsibilities following a change-in-control wherein the amount involved, including all periodic
payments or installments, exceeds $100,000.
Compensation Committee Report on Executive Compensation
The Compensation Committee has furnished the following report on Executive Compensation:
In the fiscal year 2010, the Committee reviewed and considered its executive officers and
director compensation packages. The Committee determined the compensation packages to be
appropriate and in accordance with their aforementioned policy.
|
|
|
|
|
The Compensation Committee |
|
|
Carolyn C. Howard, Chairperson |
|
|
Peter Frend |
Audit Committee Report
This Report of the Audit Committee is required by the Securities and Exchange Commission and
shall not be deemed to be incorporated by reference by any general statement incorporating by
reference this proxy statement into any filing under the Securities Act of 1933, as amended, or
under the Securities Exchange Act of 1934, as amended, except to the extent that the Company
specifically incorporates this information by reference, and shall not otherwise be deemed
soliciting material or filed under such acts.
To the Board of Directors:
The following is the report of the Audit Committee of the Board of Directors of Video Display
Corporation with respect to the Companys audited financial statements for the fiscal year ended
February 28, 2010.
The Audit Committee operates under a written charter adopted by the Board. The members of the
Committee are currently Carolyn Howard as Chairperson and Peter Frend. The Audit Committee
directly appoints and evaluates the independent registered public accounting firm of the Company
and pre-approves their services and compensation. Management is responsible for the Companys
internal controls and the financial reporting process. The independent registered public accounting
firm is responsible for performing an independent audit of the Companys consolidated financial
statements in accordance with the standards of the PCAOB (US) and to issue a report thereon. The
Audit Committees responsibility is to monitor and oversee these processes.
In this context, the Audit Committee has held discussions with management and the independent
registered public accounting firm. Management represented to the Audit Committee that the Companys
consolidated financial statements were prepared in accordance with accounting principles generally
accepted in the United States of America, and the Audit Committee has reviewed and discussed the
consolidated financial statements with management and the matters required to be discussed by
Statements on Auditing Standards No. 61 (Communications with Audit Committees) and No. 90 (Audit
Committee Communications) with the independent registered public accounting firm.
The Companys independent registered public accounting firm also provided to the Audit
Committee the written disclosures required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), and the Audit Committee discussed with the
independent registered public accountants that firms independence.
Based upon the Audit Committees discussion with management and the independent registered
public accounting firm and the Audit Committees review of the representations of management and
the report of the independent registered public accountants to the Audit Committee, the Audit
Committee recommended that the Board include the audited consolidated financial statements in the
Companys Annual Report on Form 10-K for the year ended February 28, 2010 filed with the Securities
and Exchange Commission.
SUBMITTED BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
|
|
|
|
|
The Audit Committee |
|
|
Carolyn C. Howard, Chairperson |
|
|
Peter Frend |
Audit Fees and All Other Fees
The aggregate fees billed to the Company by its independent registered public accountants,
Carr, Riggs & Ingram during fiscal 2010 and fiscal 2009 are summarized below.
Audit Fees. Fees for audit services totaled approximately $275,000 in fiscal 2010 and
approximately $278,900 in fiscal 2009 including fees associated with the annual audit and the
reviews of the Companys quarterly reports on Form 10-Q.
Audit Related Fees. There were no payments to the above mentioned firm for audit related
services in fiscal 2010 or for fiscal 2009. Audit related fees primarily pertained to the audit of
the Companys 401(k) plan and consultation regarding tax preparation for which the Company engages
the firm of Windham Brannon, P.C.
Tax Fees. There were no fees for tax services, including tax compliance, tax advice and tax
planning, in fiscal 2010 or 2009 paid to the above mentioned independent audit firm. The firm of
Windham Brannon P.C. is engaged for tax preparation matters.
All Other Fees. The Companys independent accountants did not receive fees for other services
not described above in fiscal 2010 or 2009.
The Audit Committee retained the firm of Windham Brannon, P.C. for all tax services and the
audit of the Companys 401(k) plan in fiscal 2010 and fiscal 2009. The Audit Committee has
determined that such services and fees are compatible with the independent status of such auditors.
During fiscal 2010, Carr Riggs & Ingram did not utilize any lease personnel in connection with the
audit.
In accordance with the rules of NASDAQ and the SEC, the Audit Committee has the authority to
pre-approve all independent audit engagement fees and terms and pre-approve all permitted non-audit
engagements. All fiscal 2010 and 2009 services were pre-approved by the Audit Committee.
COMPENSATION PURSUANT TO PLANS
In 1992, the Company adopted a 401(k) Retirement Plan that covers substantially all employees.
Upon recommendation of the Compensation Committee, the Company did not contribute to the plan for
the year ended February 28, 2010.
The Company has established a stock option plan as a performance incentive program. The
options may be granted to key employees at a price not less than fair market value at the time the
options are granted and are exercisable beginning on the first anniversary of the grant for a
period not to exceed ten years from date of grant. The following table provides information as of
February 28, 2010 regarding compensation plans (including individual compensation arrangements)
under which Common Stock of the Company is authorized for issuance.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
|
|
|
|
Number of securities |
|
|
|
securities to be |
|
|
|
|
|
|
remaining available for |
|
|
|
issued upon |
|
|
|
|
|
|
future issuance under |
|
|
|
exercise |
|
|
Weighted-average |
|
|
equity compensation |
|
|
|
of outstanding |
|
|
exercise price of |
|
|
plans (excluding |
|
|
|
options, warrants |
|
|
outstanding options, |
|
|
securities reflected in |
|
Stock Option Plan |
|
and rights |
|
|
warrants and rights |
|
|
first column) |
|
Equity compensation plans approved by security holders |
|
|
93,000 |
|
|
$ |
5.32 |
|
|
|
741,000 |
|
Equity compensation plans not approved by security holders |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
93,000 |
|
|
$ |
5.32 |
|
|
|
741,000 |
|
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Companys directors and
executive officers, and persons who own more than 10% of the Companys Common Stock, to file with
the Securities and Exchange Commission initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Directors, executive officers
and greater than ten percent shareholders are required by SEC regulation to furnish the Company
with copies of all Section 16(a) reports they file. To the Companys knowledge, based solely on
review of the copies of such reports furnished to the Company and written representations that no
other reports were required, during the fiscal year ended February 28, 2010, all Section 16(a)
filing requirements applicable to directors, executive officers and greater than ten percent
beneficial owners were complied with.
RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors of the Company engaged Carr, Riggs & Ingram, Atlanta, Georgia, as
independent accountants for the Company and its subsidiaries for each of the last four fiscal years
ended February 28, 2010, February 28, 2009, February 29, 2008 and February 28, 2007.
Carr Riggs & Ingram reports on the Companys financial statements for the fiscal years ended
February 28, 2010 and February 28, 2009 did not contain an adverse opinion or a disclaimer of
opinion, and were not qualified or modified as to uncertainty, audit scope or accounting
principles. For the fiscal years ended February 28, 2010 and February 28, 2009, there have been no
disagreements between the Company and Carr Riggs & Ingram on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure.
Accordingly, the Companys management believes that the consolidated financial statements
included in the Annual Report on Form 10-K for the period ended February 28, 2010, fairly present
in all material respects the Companys financial condition, results of operations and cash flows
for the periods presented and that the Annual Report on Form 10-K does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with
respect to the periods covered by this report.
A representative from Carr Riggs & Ingram will be present at the Meeting. This
representative will have an opportunity to make a statement and will be available to respond to
questions.
OTHER MATTERS
THE COMPANY WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT ON FORM 10-K (EXCLUSIVE
OF EXHIBITS) FOR THE FISCAL YEAR ENDED FEBRUARY 28, 2010 TO EACH PERSON WHO IS A SHAREHOLDER OF THE
COMPANY UPON RECEIPT FROM ANY SUCH PERSON OF A WRITTEN REQUEST FOR SUCH ANNUAL REPORT. ALL SUCH
REQUEST SHOULD BE SENT TO: CORPORATE SECRETARY (FORM 10-K REQUEST), VIDEO DISPLAY CORPORATION, 1868
TUCKER INDUSTRIAL ROAD, TUCKER, GEORGIA 30084.
The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy
delivery requirements for shareholder communications such as this proxy statement with respect to
two or more shareholders sharing the same address by delivering a single proxy statement addressed
to those shareholders. We may deliver a single proxy statement to multiple shareholders sharing an
address unless we have received contrary instructions from the affected shareholders. We will
undertake to deliver promptly upon written or oral request a separate copy of this proxy statement
to a shareholder at a shared address to which a single copy of this proxy statement was delivered.
Any such request should be directed to our Secretary at the address indicated on the first page of
this proxy statement. If, at any time, you decide you wish to receive a separate copy of all future
shareholder communications, or if you are receiving multiple copies of such shareholder
communications and wish to receive only one, please notify us of your request at the address
indicated on the first page of this proxy statement.
As of the date of this Proxy Statement, the Board does not know of any business which will be
presented for consideration at the Meeting other than that specified herein and in the Notice of
Annual Meeting of shareholders,
but if other matters are presented, it is the intention of the persons designated as proxies to
vote in accordance with their judgment on such matters.
Please SIGN, DATE and RETURN the enclosed Proxy promptly.
June 30, 2010
6
PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM
PORTION IN THE ENCLOSED ENVELOPE. 6
Proxy
VIDEO DISPLAY CORPORATION
PROXY SOLICITED BY BOARD OF DIRECTORS
ANNUAL MEETING FOR HOLDERS OF COMMON STOCKAUGUST 27, 2010
The
undersigned hereby constitutes and appoints R. D. Ordway and Murray Fox, or either of them
acting in the absence of the other, with full power of substitution the true and lawful attorneys
and proxies of the undersigned, to attend the Annual Meeting of Shareholders of Video Display
Corporation to be held at the Smoke Rise Golf and Country Club, 4900 Chedworth Drive, Stone
Mountain, Georgia, on Friday, August 27, 2010, at 9:00 a.m.
local time, and any adjournments
thereof, and to vote all of the shares of Common Stock of said Corporation which the undersigned
could vote, with all powers thereof the undersigned would possess if personally present at such
meeting.
THE SHARES REPRESENTED BY THE PROXY WILL BE VOTED AS SPECIFIED.
IF NO
CHOICE IS SPECIFIED, THE SHARES WILL BE VOTED FOR THE ELECTION OF NOMINEES.
VIDEO
DISPLAY CORPORATION
|
|
|
Using
a black ink pen, mark your votes with an X as shown in
this example. Please do not write outside the designated areas.
|
|
x |
Annual
Meeting Proxy Card
6
PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM
PORTION IN THE ENCLOSED ENVELOPE. 6
|
|
|
A
|
|
Election
of Directors Management recommends: a vote FOR all
nominees. |
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|
1.
|
|
Election of Directors:
|
|
For
|
|
Against
|
|
Abstain
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
+ |
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01 - Ronald D.Ordway
|
|
o
|
|
o
|
|
o
|
|
02 - Murray Fox
|
|
o
|
|
o
|
|
o
|
|
03 - Peter Frend
|
|
o
|
|
o
|
|
o |
|
|
|
04 - Carolyn Howard
|
|
o
|
|
o
|
|
o
|
|
05- Carlton Sawyer
|
|
o
|
|
o
|
|
o |
|
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2. |
|
In their discretion
the Proxies are authorized to vote upon
such other matters as may properly come before the meeting. |
|
|
|
B
|
|
Authorized Signatures This section must be completed for your vote to be counted. Date and
Sign Below |
Please
sign exactly as the name appears on the left. If shares are jointly held, all joint owners
should sign. When signing as executor, administrator, attorney, trustee or guardian, please give
full title as such. If a corporation, please sign in full corporate name by authorized officer. If
a partnership, please sign in partnership name by authorized officer.
|
|
|
|
|
Date (mm/dd/yyyy) Please print data below.
|
|
Signature 1 Please keep signature within the box.
|
|
Signature 2 Please keep signature within the box. |
|
/ / |
|
|
|
|
017Q4A