SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section 240.14a-12
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TAYLOR DEVICES INC
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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TAYLOR DEVICES, INC.
90 TAYLOR DRIVE
NORTH TONAWANDA, NEW YORK 14120-0748
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF TAYLOR DEVICES, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting
of Shareholders of TAYLOR DEVICES, INC. (the "Company") will be held at the Millennium Buffalo, 2040 Walden Avenue, Buffalo,
New York on November 1, 2019 at 11:00 a.m. for the following purposes:
1.
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To elect two Class 3 directors of the Company
to serve a three-year term to expire in 2022, or until the election and qualification of their successors.
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2.
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To ratify the appointment of Lumsden & McCormick, LLP as the independent registered public accounting firm of the Company for the fiscal year ending May 31, 2020.
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3.
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To approve the non-binding advisory resolution approving the compensation of the Company's named executive officers.
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4.
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To transact such other business as may properly
come before the meeting or any adjournment(s) or postponement(s) thereof.
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The Board of Directors has fixed the close
of business on September 13, 2019 as the record date for determining which shareholders shall be entitled to notice of and to vote
at the Annual Meeting. SHAREHOLDERS WHO ARE UNABLE TO BE PRESENT PERSONALLY MAY ATTEND THE MEETING BY PROXY. SUCH SHAREHOLDERS
ARE REQUESTED TO PROMPTLY SUBMIT THEIR VOTE BY INTERNET, BY TELEPHONE OR BY SIGNING, DATING AND RETURNING THE ENCLOSED PROXY CARD.
THE PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED.
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BY ORDER OF THE BOARD OF DIRECTORS
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/s/ F. Eric Armenat
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F. Eric Armenat
Secretary
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DATED:
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September 19, 2019
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North Tonawanda, New York
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IMPORTANT NOTICE REGARDING THE AVAILABILITY
OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
The
Proxy Statement and the 2019 Annual Report to shareholders are available at www.taylordevices.com/investors.html
[THIS PAGE INTENTIONALLY LEFT BLANK]
PROXY STATEMENT
FOR THE
ANNUAL MEETING OF SHAREHOLDERS
OF
TAYLOR DEVICES, INC.
90 TAYLOR DRIVE
NORTH TONAWANDA, NEW YORK 14120-0748
_________________________
TO BE HELD AT THE MILLENNIUM BUFFALO
2040 WALDEN AVENUE
BUFFALO, NEW YORK
NOVEMBER 1, 2019
This Proxy Statement is furnished to shareholders
by the Board of Directors of Taylor Devices, Inc. in connection with the solicitation of proxies for use at the Annual Meeting
of Shareholders to be held on November 1, 2019 at 11:00 a.m., and at any adjournments of the meeting, for the purposes set forth
in the accompanying Notice of Annual Meeting of Shareholders. This Proxy Statement and the accompanying form of proxy are being
mailed to shareholders commencing on or about September 23, 2019.
If the enclosed form of proxy is properly executed
and returned, the shares represented by the proxy will be voted in accordance with the proxy's instructions. Any proxy given pursuant
to this solicitation may be revoked by the shareholder at any time prior to its use by written notice to the Secretary of the Company.
The Board of Directors has fixed the close
of business on September 13, 2019 as the record date for determining the holders of common stock entitled to notice of and to vote
at the meeting. On September 13, 2019, the Company had outstanding and entitled to vote a total of 3,478,866 shares of common stock.
Each outstanding share of common stock is entitled to one vote on all matters to be brought before the meeting.
For shares held in the name of a broker or
other nominee, the owner may vote such shares at the meeting if the owner brings with him or her a letter from the broker or nominee
confirming his or her ownership as of the record date, and a legal proxy.
PROPOSAL 1
ELECTION OF DIRECTORS
General
Each
year directors comprising one of the three Classes of the Board of Directors of the Company are proposed for election by the shareholders,
each to serve for a three-year term, or until the election and qualification of his successor. The Board of Directors, acting upon
the recommendation of the Nominating Committee, is responsible for nominating Messrs. Clark and Klembczyk as management’s
nominees to be elected at this Annual Meeting. Messrs. Clark and Klembczyk have previously served as directors and were elected
at prior annual meetings of shareholders.
The
persons named on the enclosed form of proxy will vote all shares present at the Annual Meeting for the election of
the nominees, unless a shareholder, by his or her proxy, directs otherwise. Should any of Messrs. Clark and Klembczyk be unable
to serve, proxies will be voted in accordance with the best judgment of the person or persons acting under such authority. Management
expects that the nominees will be able to serve.
The Company believes that the nominees have
professional experience in areas relevant to its strategy and operations. The Company also believes that the nominees have other
attributes necessary to guide the Company and help the Board function effectively, including high personal and professional ethics,
the willingness to engage management and each other in a constructive and collaborative fashion, the ability to devote significant
time to serve on the Board and its committees and a commitment to representing the long-term interests of the shareholders. In
addition to these attributes, in each individual's biography set forth below, the Company has highlighted specific experience,
qualifications and skills that led the Nominating Committee and the Board to conclude that each individual should continue to serve
as a director.
Class 3 Directors Whose Terms Will Expire
in 2022
Randall
L. Clark, 76, has served as a director since 1996.
Mr. Clark holds a B.A. degree from the University
of Pennsylvania and earned his M.B.A. from the Wharton School of Finance and Commerce. He is and has been the Chairman of Dunn
Tire LLC since 1996. From 1992 to 1996, Mr. Clark was Executive Vice President and Chief Operating Officer of Pratt & Lambert,
until it was purchased by Sherwin-Williams.
Mr. Clark has been employed in the tire industry
for many years. He was named President of the Dunlop Tire Corporation in 1980, was appointed to the Board of Directors in 1983,
and named President and Chief Executive Officer in 1984. He was one of seven chief executives of operating companies appointed
to the Group Management Board of Dunlop Holdings, PLC., and was Chairman of the Board and Chief Executive Officer of Dunlop Tire
Corporation in North America from 1985 to 1991. In 2012 he was inducted into the Tire Industry Association Hall of Fame.
From 1977 to 1980, Mr. Clark was Vice President
of Marketing for the Dunlop Tire Division. From 1973 to 1977, he was employed by Dunlop as Director of Marketing at the company’s
Buffalo, NY headquarters. From 1968 to 1973, Mr. Clark was employed by the B.F. Goodrich Company.
Mr. Clark is currently a Director of Merchants
Mutual Insurance Company. He recently retired as a Director of Computer Task Group, a publicly traded company, and The Ten Eleven
Group. He is a past President of the International Trade Council of Western New York, past Chairman of the Buffalo Chamber of Commerce,
and past Chairman of Invest Buffalo Niagara. He is also a past Chairman of AAA of Western and Central New York. Mr. Clark was appointed
by Governor George Pataki and served on the Council for the State University of New York at Buffalo. Recently he retired from the
Board of Trustees of the University at Buffalo Foundation.
Mr. Clark brings to the Board significant executive
and operational corporate experience. His service as a director of other public companies allows Mr. Clark to bring strong and
effective leadership to the Board, as well as unique strategic and business insights into the Company. Mr. Clark's strong experience
also facilitates his position as Chairman of the Nominating and Compensation Committees. The Company believes that these attributes
qualify him to serve as a member of the Board of Directors.
Alan
R. Klembczyk, 53. On June 1, 2018 the Board of Directors appointed Alan Klembczyk as President of the Company as well
as a Class 3 director to fill the vacancies created by Douglas P. Taylor upon his retirement. Subsequently, in accordance with
the By Laws of the Corporation concerning the election of previously appointed directors, Mr. Klembczyk was proposed for election
by the Board of Directors and on November 2, 2018, was successfully elected to finish the remainder of the term of Mr. Taylor as
a Class 3 director and is currently due for re-election on November 1, 2019 for a 3-year term.
After graduating from the University of Buffalo
in 1987 with a degree in Mechanical Engineering, Mr. Klembczyk has held key positions in Sales and Engineering at Taylor Devices
over the last 30 years including Design Engineer, Assistant Chief Engineer, Chief Engineer, Vice President of Sales and Engineering
and was appointed President of the Company and Member of the Board of Directors in June 2018.
Mr. Klembczyk has spent most of his career
managing the Taylor Devices Engineering Department along with designing and developing shock and vibration mitigating products
for a diverse customer base. These include hundreds of applications to improve performance under wind, seismic, shock and vibration
for many aerospace, industrial and structural applications.
Mr. Klembczyk has been responsible for establishing
new Sales & Marketing policies and has been directly involved with defining internal Company policy and strategic direction
in cooperation with all levels of Taylor Devices’ Management. He has been an integral part of the team that managed upgrades
to the Quality System and obtaining 3rd party certification to International Standards ISO 9001, ISO 14000 and Aerospace
Standard AS9100.
Mr. Klembczyk has served for many years on
the Technical Advisory Group for the US Shock and Vibration Information & Analysis Center (SAVIAC) and the Shock and Vibration
Exchange (SAVE). Additionally, he has been a tutorial and course instructor for various organizations internationally and has participated
in technical conferences and symposia.
Mr. Klembczyk has participated in many research
projects for products for military & aerospace, industrial, and structural applications. He has served as Program Manager for
many of these projects and has worked with academia including the University at Buffalo’s MCEER: Earthquake Engineering to
Extreme Events, among others.
He has published several papers describing
unique applications for structural dampers, tuned mass dampers, vibration isolators, shock absorbers, and shock isolators and holds
US Patents for some of these components. These papers have been published by SAVE, SAVIAC, the Society for Experimental Mechanics
(SEM) and the Applied Technology Council (ATC).
Mr. Klembczyk, as President, serves as the
principal interface between management and the Board. The Company believes that his wide-ranging roles throughout his career at
the Company provide him with significant leadership, industry, marketing and international experience, which qualify him to serve
as a member of the Board of Directors.
MANAGEMENT RECOMMENDS THAT YOU VOTE "FOR"
THE NOMINEES.
Class 2 Director Whose Term Will Expire
in 2020
Mark
V. McDonough, 59, is the Treasurer and Chief Financial Officer of the Company. He was appointed as a director on June
1, 2018 to fill the vacancy created by Richard G. Hill upon his retirement. Subsequently, in accordance with the By Laws of the
Corporation concerning the election of previously appointed directors, Mr. McDonough was proposed for election by the Board of
Directors and on November 2, 2018, was successfully elected to finish the remainder of the term of Mr. Hill as a Class 2 director.
Mr. McDonough, who joined Taylor Devices in
June 2003, is a Certified Public Accountant in New York State and holds a BBA degree from Niagara University, awarded in 1982.
He has been involved in financial management of various Western New York manufacturing organizations for over twenty-five years.
He has extensive experience in international operations coupled with a long history of implementing systems of internal controls.
From 1986 to 1989 he was an auditor with the Buffalo office of Ernst & Young, LLP.
Mr. McDonough is a member of the New York State
Society of Certified Public Accountants and the American Institute of Certified Public Accountants.
The Company believes that Mr. McDonough’s
financial background, management experience and his extensive knowledge of the Company's history, philosophy, financing, products,
and personnel, as well as its markets and customers, qualify him to serve as a member of the Board of Directors.
Class 1 Directors Whose Terms Will
Expire in 2021
John
Burgess, 74, has served as a director since 2007 and is currently the Chairman of the Board of Directors.
Mr. Burgess gained his international strategy,
manufacturing operations and organizational development expertise from his more than 40 years experience with middle market public
and privately-owned companies. Mr. Burgess served as President and CEO of Reichert, Inc. a leading provider of ophthalmic instruments,
and spearheaded the acquisition of the company from Leica Microsystems in 2002, leading the company until its sale in January 2007.
Prior to the acquisition, Mr. Burgess served as President of Leica’s Ophthalmic and Educational Divisions before leading
the buyout of the Ophthalmic Division and formation of Reichert, Inc.
From 1996 to 1999, Mr. Burgess was COO of International Motion Controls (IMC), a $200 million diversified manufacturing firm. During
his tenure there, he led a significant acquisition strategy that resulted in seven completed acquisitions and sixteen worldwide
businesses in the motion control market. Previously, Mr. Burgess operated a number of companies for Moog, Inc. and Carleton Technologies,
including six years as President of Moog’s Japanese subsidiary, Nihon Moog K.K. located in Hiratsuka, Japan. Moog, Inc. is
the global leader in electro-hydraulic servo control technology with focus on the aerospace and defense sectors, and was recognized
as one of The 100 Best Companies to Work For in America by Fortune Magazine.
Mr. Burgess earned a Bachelor of Science in
Engineering from Bath University in England, and a Master of Business Administration from Canisius College.
Currently Mr. Burgess is an Operating Partner
of Summer Street Capital LLC and Director of Bird Technologies Corporation of Solon, Ohio.
As a result of the positions and experience
described above, Mr. Burgess demonstrates leadership skills with his strong background in financial and accounting matters. He
serves as Chairman of the Audit Committee as well as the Audit Committee financial expert. The Company believes that Mr. Burgess'
academic background, and his experience in executive positions at a range of companies in industries related to that of the Company,
qualify him to serve as a member of the Board of Directors.
F.
Eric Armenat, 60, became Secretary of the Company and appointed as a director on April 27, 2018 to fill the vacancy
created by the passing of Reginald B. Newman II. Subsequently, in accordance with the By Laws of the Corporation concerning the
election of previously appointed directors, Mr. Armenat was proposed for election by the Board of Directors and on November 2,
2018, was successfully elected to serve a 3-year term as a Class 1 director.
Mr. Armenat has more than 37 years of business
experience across a myriad of industries both private and public. He is currently the President and Chief Executive Officer of
Multisorb Filtration Group which he successfully spearheaded the sale of in early 2018 from a private equity owner. Multisorb is
the world leader in the active packaging industry solving complex technical challenges in the pharmaceutical, food, and industrial
markets.
From 2012 to 2016, Mr. Armenat served and President
and Chief Executive Officer for several companies owned by private equity. These companies included healthcare delivery, medical
waste collection and disposal as well as active packaging. He was responsible for the successful business improvement and eventual
divestiture of the companies.
From 2009 to 2012, Mr. Armenat served as Chief
Operating Officer of Avox Systems (Zodiac Aerospace), a leading supplier of aircraft oxygen systems. From 1994 to 2009, he served
as Vice President of Operations and then President and General Manager of Carleton Technologies (Cobham Mission Systems), a global
leader of technology for the military and commercial aviation markets. Mr. Armenat also worked as an Operations Management Consultant
with Ernst and Young beginning in 1984.
Mr. Armenat earned his Bachelor of Science
Degree in Industrial Engineering from Southern Illinois University and his MBA in Finance and Accounting from St. Bonaventure University.
He also proudly served in the United States Airforce.
Mr. Armenat’s experience, together with
his management and industry experience, enables him to provide the Board with a perspective on the Company’s business, operations
and strategic issues. The Company believes that Mr. Armenat's education, positions and experience described above qualify him to
serve as a member of the Board of Directors.
CORPORATE GOVERNANCE
Board Committees and Meetings
During the fiscal year ended May 31, 2019,
the Board of Directors met three times with all of the directors in attendance. All Board members traditionally attend the annual
meeting, notwithstanding that the Company does not have a policy with regard to attendance. All five Board members attended the
Company's Annual Meeting of Shareholders held on November 2, 2018.
The
Executive Committee, between meetings of the Board of Directors and to the extent permitted by law, exercises all of
the powers and authority of the Board in the management of the business of the Company. The Executive Committee is comprised of
Messrs. Clark, Burgess and Armenat and chaired by Mr. Burgess.
The Audit
Committee represents and assists the Board of Directors with its oversight of the integrity of the Company's financial
statements and internal controls, the Company's compliance with legal and regulatory requirements, the independent auditor's qualifications
and independence and the performance of the Company's internal audit function and independent auditor. Except as otherwise required
by applicable laws, regulations or listing standards, all major decisions are considered by the Board of Directors as a whole.
The Audit Committee, comprised of Messrs. Clark,
Burgess and Armenat and chaired by Mr. Burgess, is governed by an Audit Committee Charter which was revised and adopted by the
Board of Directors. Mr. Burgess also serves as the Audit Committee financial expert. The Audit Committee met five times in fiscal
2018, with all members in attendance.
The
Compensation Committee, comprised of Messrs. Clark, Burgess and Armenat and chaired by Mr. Clark, reviews the compensation
of the Company's executive officers and makes recommendations in that regard to the Board as a whole. The Committee also administers
the Company's stock option plans. The Compensation Committee met twice in fiscal 2018, with all members in attendance.
The
Nominating Committee, comprised of Messrs. Clark, Burgess and Armenat and chaired by Mr. Clark, is responsible for identifying
and evaluating individuals qualified to become Board members and recommending to the Board candidates to stand for election or
re-election as directors. The Nominating Committee met three times in fiscal 2018, with all members in attendance.
The Charters for the Company’s Audit,
Compensation and Nominating Committees are available online at www.taylordevices.com/investors. Shareholders may also request a
printed copy upon written request to: F. Eric Armenat, Corporate Secretary, Taylor Devices, Inc., 90 Taylor Drive, North Tonawanda,
New York 14120-0748.
Independence.
Messrs. Clark, Burgess and Armenat are independent directors within the meaning of Rule 5605 of the applicable Nasdaq
Capital Market listing standards.
Nominating Committee
The Nominating Committee is governed by the
terms of its Charter with respect to the consideration and selection of nominees proposed for election to the Board of Directors,
including those recommended by shareholders.
The Criteria and Procedures.
The Company strives to have a Board of Directors
which will work diligently to promote the long-term interests of the Company and its shareholders. To that end, the Nominating
Committee Charter sets forth certain director qualification criteria (the "Criteria") which the Nominating Committee
and the Board believes are necessary for a director of the Company to possess, and provides a description of the procedures to
be followed when making a recommendation as to any nominee. So long as any individual proposed by shareholders meets the Criteria,
the Nominating Committee will consider such recommendations on the same basis as other candidates. The Criteria include integrity,
reputation, judgment, knowledge, independence, experience and accomplishments, board interaction, skills and long-term commitment.
The Committee is required to apply the Criteria to candidates recommended by a Nominating Committee member, other directors and
management, as well as to any candidate meeting the Criteria recommended by shareholders.
During the selection process, the Nominating
Committee seeks inclusion and diversity within the Board and adheres to the Company's policy of maintaining an environment free
from discrimination based upon race, color, religion, national origin, sex, age, disability, sexual preference or orientation,
marital status or any other unlawful factor. The Board strives to nominate directors with a variety of complementary skills so
that, as a group, the Board will possess the appropriate talent, skills and expertise to oversee the Company's business.
The Nominating Committee annually reviews the
requirements relating to diversity and recommends to the Board any changes it believes appropriate to reflect best practices. In
addition, the Board assesses annually its overall effectiveness by means of a self-evaluation process. This evaluation includes,
among other things, an assessment of the overall composition of the Board, including a discussion as to whether the Board has adequately
considered diversity, among other factors, in identifying and discussing director candidates.
The Evaluation Process.
The Nominating Committee Charter also describes
the process for identifying and evaluating nominees for director, including those nominated by shareholders. In each instance,
the Nominating Committee must assess the Board's present and anticipated strengths and needs, based upon the Company's current
and future needs. The selection of candidates is intended to provide the Board with an appropriate balance of expertise or experience
in accounting and finance, technology, management, international business, compensation, corporate governance, strategy, industry
knowledge and general business matters.
Management's Nominees.
Messrs. Burgess and Armenat recommended Messrs. Clark and Klembczyk
as management's proposed Class 3 Director nominees to stand for election by shareholders at this Annual Meeting. In addition to
other Criteria, any nominee recommended to fill a vacancy on the Nominating, Audit or Compensation Committee must meet independence
standards set forth in of Rule 5605 of the NASDAQ Capital Market listing standards.
Nominees
by Shareholders.
Shareholders of the Company may make their
suggestions for a director nominee to the entire Board of Directors or to any individual director, by a submission directed to
the Company's Corporate Secretary's Office. The Corporate Secretary's Office will then forward the recommendation, together with
all supporting documentation, to Mr. Clark, as Chairman of the Nominating Committee. Supporting documentation must include a detailed
background of the proposed candidate and demonstrate how the candidate meets the Criteria.
Recommendations should be sent c/o Corporate
Secretary's Office, Taylor Devices, Inc., 90 Taylor Drive, North Tonawanda, NY 14120-0748.
Communicating with the Board of Directors
Although the Board of Directors does not have
a formal procedure for shareholders to send communications to the Board of Directors, a shareholder may communicate with the Company
at its website at www.taylordevices.com/Investors.htm. The Company will relay communications to specified individual directors
if an express request to do so is included in the shareholder communication.
Code of Ethics
On August 23, 2003, the Company adopted a Code
of Ethics (the "Code") which is a compilation of written standards reasonably designed to deter wrongdoing and promote
honest and ethical conduct. Code requirements include, among others, the preparation of full, fair, timely and understandable disclosure
in documents that the Company files with and submits to the SEC; compliance with governmental laws, rules and regulations; prompt
internal reporting of violations to the Code; and accountability for adherence to the Code. There have been no amendments to the
Code since its adoption.
Board Leadership Structure
Subsequent to the retirement of Douglas P.
Taylor on May 31, 2018, the Board of Directors appointed long-time independent director John Burgess as Chairman of the Board.
The Board also appointed Timothy J. Sopko as Chief Executive Officer in April 2019. In doing so, the Board believes that this is
the most effective leadership structure for the Company and is in the best interests of its shareholders. The Board believes that
Messrs. Burgess and Sopko are best suited to serve in their respective roles because their collective knowledge and experience
within the industry will allow them to identify strategic priorities and opportunities, and thus, more effectively execute the
Company's strategy and achieve long-term success.
Board Risk Oversight
Risk management is primarily the responsibility
of the Company's management; however, the Board has responsibility for overseeing management's identification and management of
those risks. The Board considers risks in making significant business decisions and as part of the Company's overall business strategy.
The Board and its committees, as appropriate, discuss and receive periodic updates from senior management regarding significant
risks, if any, to the Company in connection with the annual review of the Company's business plan and its review of budgets, strategy
and major transactions.
Each Board committee assists the Board in overseeing
management of the Company's risks within the areas delegated to that committee, and is tasked with reporting to the full Board,
as appropriate. The Audit Committee is responsible for risks relating to its review of the Company's financial statements and financial
reporting processes, the evaluation of the effectiveness of internal control over financial reporting, and compliance with legal
and regulatory requirements. The Compensation Committee is responsible for monitoring risks associated with the design and administration
of the Company's compensation programs. The Nominating Committee oversees risk as it relates to the Company's corporate governance
processes. Each committee has full access to management. In addition, the Audit Committee meets regularly with the Company's independent
auditors.
Report of the Audit Committee for the Fiscal
Year Ended May 31, 2019
The information contained in this Audit Committee
Report shall not be deemed to be soliciting material, or deemed to be filed with or incorporated by reference in filings with the
U.S. Securities and Exchange Commission ("SEC"), or subject to the liabilities of Section 18 of the Securities Exchange
Act of 1934.
As required by the terms of the Audit Committee
Charter, the undersigned members of the Audit Committee have:
1.
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reviewed and discussed the Company's audited
financial statements with management of the Company;
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2.
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reviewed
and discussed with the Company's independent registered public accounting firm the matters required to be discussed by the
Public Company Accounting Oversight Board Auditing Standards No. 16 (Communication With Audit Committees);
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3.
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received the written disclosures and the letter
from Lumsden & McCormick, LLP, as required by the Public Company Accounting Oversight Board regarding Lumsden & McCormick's
communications with the Audit Committee concerning independence, and has discussed with Lumsden & McCormick their independence;
and
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4.
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based on the foregoing, the Audit Committee has recommended to the Company's Board of Directors that the Company's audited financial statements be included in its Annual Report on Form 10-K for fiscal 2019 for filing with the SEC.
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Respectfully submitted,
John Burgess
Randall L. Clark
F. Eric Armenat
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Director Compensation
Each non-employee member of the Board of Directors
receives a $3,500 quarterly retainer fee.
The Audit Committee meets independently of
the Board of Directors not less than four times each year. Each committee member receives a fee of $1,000 per committee meeting.
The Secretary or Assistant Secretary of the meeting receives an additional fee of $500 per meeting for secretarial services.
The Nominating Committee meets independently
of the Board of Directors not less than twice a year. Each committee member receives a fee of $500 per committee meeting. The Secretary
or Assistant Secretary of the meeting receives an additional fee of $250 per meeting for secretarial services.
The Compensation Committee meets independently
of the Board of Directors not less than twice a year. Each committee member receives a fee of $500 per committee meeting. The Secretary
or Assistant Secretary of the meeting receives an additional fee of $250 per meeting for secretarial services.
Pursuant to the formula set forth in the 2015
Taylor Devices, Inc. Stock Option Plan, on April 18, 2018, the fixed date of the grant, each director and the Company's Chief Financial
Officer were granted options to purchase 5,000 shares of the Company's stock. The exercise price on April 18, 2019 was $11.975,
which was the fair market value for a share of common stock according to the terms of the 2018 Plan. The fair market value is the
mean between the high and low prices for a share of common stock as quoted by NASDAQ on the date of the grant. If there is only
one price quoted for the day of the grant, the fair market value shall be such price; and if no such price is quoted for the day
of the grant, the fair market value shall be the previous closing price. In the event that no previous closing price is available,
then the fair market value of one share of Common Stock on the day the option is granted shall be determined by the Committee or
by the Board.
Director Compensation Table
Name
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Fees earned
or
paid in cash
($)
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Stock
awards
($)
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Option awards
($)
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Non-equity incentive plan compensation ($)
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Nonqualified deferred compensation earnings
($)
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All other compensation
($)
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Total
($)
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John Burgess
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$21,500
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None
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$16,070
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None
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None
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$1,000
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$38,570
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Randall L. Clark
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$21,500
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None
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$16,070
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None
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None
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$1,000
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$38,570
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F. Eric Armenat
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$21,500
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None
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$16,070
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None
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None
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$1,000
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$38,570
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Assumptions made in the valuation of option
awards are described in Note 14 to the Company's Consolidated Financial Statements included in the Company's Annual Report to Shareholders
accompanying this Proxy Statement.
EXECUTIVE COMPENSATION
Overview of Compensation Program
The primary purpose of the Compensation Committee
is to annually review and approve the Company's overall compensation philosophy and establish corporate goals and objectives in
accordance with such philosophy.
Duties and Responsibilities
In keeping with its primary purpose, the committee
annually evaluates the performance of the Company's executive officers; determines and approves the compensation of the CEO, including
individual elements of salary, bonus, supplemental retirement, incentive and equity compensation, and determines and approves executive
officer (non-CEO) compensation, incentive compensation plans and equity-based plans. In its deliberations, the committee considers
company performance, compensation at comparable companies, past years' compensation to the company's executive officers and other
relevant factors.
The following table sets forth certain information
concerning compensation of and stock options held by the Company's Chief Executive Officer, Chief Financial Officer and President
as of May 31, 2019.
Summary Compensation Table
Name and
principal position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
awards
($)
|
Option
awards
($)
|
Nonequity
incentive plan
compensation
($)
|
Change in pension value and nonqualified
deferred
compensation
earnings
($)
|
All other
compensation
($)
|
Total
($)
|
Timothy J. Sopko
Chief Executive Officer
|
2019
2018
|
$24,039
-
|
-
-
|
None
None
|
-
-
|
-
-
|
None
None
|
-
-
|
$24,039
-
|
Mark V. McDonough
Chief Financial Officer
|
2019
2018
|
$220,205
$158,633
|
$105,622
-
|
None
None
|
$16,070
$13,687
|
-
-
|
None
None
|
-
$57,250
|
$341,897
$229,570
|
Alan R. Klembczyk
President
|
2019
2018
|
$235,395
-
|
$112,823
-
|
None
None
|
$16,070
-
|
-
-
|
None
None
|
-
-
|
$364,288
-
|
Douglas P. Taylor
Chairman, President, CEO (Retired)
|
2019
2018
|
-
218,693
|
-
-
|
None
None
|
-
$13,687
|
-
-
|
None
None
|
-
$72,250
|
-
$304,630
|
Pursuant to its Management Bonus Policy, for
the fiscal year ended May 31, 2019, the Company paid bonuses to the executive officers named in the Summary Compensation Table
above. Under the policy, the Compensation Committee may approve payment for performance based on an amount, calculated in the aggregate
for all participants, and of no more than 15% of net income of the Company for the fiscal year then ended.
Option awards include 5,000 options awarded
to Mr. McDonough in 2018 and 2019; and 5,000 options awarded to Mr. Klembczyk in 2019. See also Security Ownership of Certain Beneficial
Owners and Management.
Assumptions made in the valuation of option
awards are described in Note 14 to the Company's Consolidated Financial Statements included in the Company's Annual Report to Shareholders
accompanying this Proxy Statement.
Outstanding Equity Awards at Fiscal 2019 Year-End
|
Option Awards
|
Stock Awards
|
Name
|
Number of securities underlying unexercised
options
(#)
exercisable
|
Number of securities underlying unexercised
options
(#) unexercisable
|
Equity incentive plan awards: Number of securities
underlying unexercised
unearned options
(#)
|
Option exercise price
($)
|
Option expiration date
|
Number of shares or units of stock that have
not vested
(#)
|
Market value of shares or units of stock that
have not vested
($)
|
Equity incentive plan awards: Number of unearned
shares, units or other rights that have not vested
(#)
|
Equity incentive plan awards: Market or payout
value of unearned shares, units or other rights that have not vested
($)
|
Timothy J. Sopko
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Mark V. McDonough
|
4,000
5,000
5,000
5,000
5,000
5,000
5,000
5,000
|
None
|
None
|
$ 8.0550
$ 7.7400
$ 8.9851
$12.2000
$16.4000
$13.8000
$10.3000
$11.9750
|
08/07/22
04/18/23
04/18/24
04/18/25
04/18/26
04/18/27
04/18/28
04/18/29
|
None
|
None
|
None
|
None
|
Alan R. Klembczyk
|
3,000
3,000
3,000
5,000
|
None
|
None
|
$12.8000
$19.2550
$12.2792
$11.9750
|
08/12/25
08/03/26
08/04/27
04/18/29
|
None
|
None
|
None
|
None
|
Employment and Change in Control Agreements
As of June 1, 2018,
Messrs. Klembczyk and McDonough (each, an "Executive") entered into Employment Agreements with the Company (together,
the "Agreements"). By their terms, the Agreements will automatically renew each year after the date of this agreement
(the “Initial Term”) provided however, that either party may elect not to renew this Agreement for any Renewal Period
by providing 90 days written notice of such election prior to the end of the Initial Term or any Renewal Period. The Company may
terminate the employment of an Executive in its absolute discretion, without Cause (as defined in the applicable Agreement), and
for any reason. The Executive may terminate the Agreement and his employment at any time and for Good Reason (as defined in the
applicable Agreement).
Each Agreement provides
for the payment of a Severance Package of (i) the continuation of the Executive’s base salary for a period of 12 months and
(ii) if, the Executive makes a valid election pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
(COBRA) for continuation of health insurance under the applicable Company plan, reimbursement of premiums for such coverage for
a period of up to 12 months. If the Agreement is not renewed by the Executive, no Severance Package shall be paid. If the Agreement
is not renewed by the Company, the Executive shall be entitled to the Severance Package. Each Executive has agreed to a non-competition
clause for 12 months after termination of employment with the Company, in any location where the Company has made sales within
the five years preceding termination.
The Company agrees
to pay Messrs. Klembczyk and McDonough base salaries of $235,000 and $220,000 per year, respectively, subject to increase at the
discretion of the Board. Executives shall be eligible for an Incentive Compensation Plan based on Company performance as approved
by the Board of Directors.
Security Ownership of Certain Beneficial
Owners and Management
The following table sets forth certain information
regarding the beneficial ownership of the Company's common stock as of September 13, 2019, with respect to (i) each person known
by the Company to be the beneficial owner of more than 5% of the Company's common stock, (ii) each of the Company's directors and
nominees for director, (iii) each named executive officer and (iv) all of the directors and executive officers as a group. All
information is based solely upon ownership filings made by such persons with the Securities and Exchange Commission, or upon information
provided by such persons to the Company.
|
Name of Beneficial Owner
|
|
Number of Shares
|
|
Percentage of
Common Stock Owned
|
|
|
|
|
|
|
|
|
|
|
|
|
Janney Montgomery Scott LLC
1717 Arch Street
Philadelphia, PA 19103
|
|
352,493
|
|
|
10.13
|
|
|
|
|
|
|
|
|
|
|
Ira Sochet
121 14th Street
Belleair Beach, FL 33786
|
|
331,377
|
|
|
9.53
|
|
|
|
|
|
|
|
|
|
|
Randall L. Clark
|
|
70,000
|
(1) (2)
|
|
2.01
|
|
|
|
|
|
|
|
|
|
|
John Burgess
|
|
65,000
|
(1)
|
|
1.87
|
|
|
|
|
|
|
|
|
|
|
Mark V. McDonough
|
|
47,000
|
(1)
|
|
1.35
|
|
|
|
|
|
|
|
|
|
|
Alan R. Klembczyk
|
|
16,123
|
(1)
|
|
0.46
|
|
|
|
|
|
|
|
|
|
|
F. Eric Armenat
|
|
5,000
|
(1)
|
|
0.14
|
|
|
|
|
|
|
|
|
|
|
Timothy J. Sopko
|
|
0
|
|
|
0.00
|
|
|
|
|
|
|
|
|
|
|
All of the directors and executive officers as a group
|
|
203,123
|
|
|
5.84
|
|
(1)
|
Includes options granted to directors and officers
which have not been exercised: 50,000 by Mr. Burgess, 39,000 by Mr. McDonough, 5,000 by Mr. Armenat, 50,000 by Mr. Clark, and 14,000
by Mr. Klembczyk. These options were granted pursuant to the 2008 Taylor Devices, Inc. Stock Option Plan ("2008 Plan"),
the 2012 Taylor Devices, Inc. Stock Option Plan ("2012 Plan") and the 2015 Taylor Devices, Inc. Stock Option Plan ("2015
Plan").
|
|
(2)
|
Includes 15,000 shares, held beneficially and
of record by Suzanne Jones Clark, wife of Mr. Clark. As to these shares, Mr. Clark disclaims any beneficial ownership.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Indemnification Insurance for Directors
and Officers
On August 24, 2019, the Company purchased a
director and officer indemnification insurance policy written by the Cincinnati Insurance Company. The renewal was for a one year
period at an annual premium of $42,762. The policy provides indemnification benefits and the payment of expenses in actions instituted
against any director or officer of the Company for claimed liability arising out of his conduct in such capacities. No payments
or claims for indemnification or expenses have been made under any directors' and officers' insurance policies purchased by the
Company.
The Company has entered into Indemnity Agreements
with its directors and certain officers. Although the Company's by-laws and the New York Business Corporation Law (the "BCL")
authorize the Company to indemnify directors and officers, neither require the directors and officers to be indemnified during
the pendency of litigation or specify the times at which the Company is obligated to reimburse an indemnified person for expenses.
The Indemnity Agreements provide that the Company will advance litigation expenses to the person indemnified while the action is
pending, upon the indemnified person's assurance (as required by the BCL) that the advance will be returned if the indemnified
person is ultimately found not to be entitled to it.
Equity Compensation Plan Information
The following table sets forth information
regarding equity compensation plans of the Company as of May 31, 2019.
|
|
|
Equity Compensation Plan Information
|
Plan Category
|
|
Number of securities to be issued upon exercise
of outstanding options, warrants, and rights
(a)
|
|
Weighted-average exercise price of outstanding
options, warrants and rights
(b)
|
|
Number of securities remaining available for
future issuance under equity compensation plans (excluding securities reflected in column (a))
(c)
|
Equity compensation plans approved by security holders
|
|
|
|
|
|
|
|
2008 Stock Option Plan
2012 Stock Option Plan
2015 Stock Option Plan
2018 Stock Option Plan
|
|
39,750
73,750
110,500
-
|
|
$7.80
$11.51
$13.26
-
|
|
-
-
21,500
160,000
|
Equity compensation plans not approved by security holders
|
|
|
|
|
|
|
|
2004Employee Stock Purchase Plan (1)
|
|
-
|
|
-
|
|
221,627
|
Total
|
|
224,000
|
|
|
|
403,127
|
|
|
|
|
|
|
|
|
|
(1)
|
The Company's 2004 Employee Stock Purchase Plan (the "Employee Plan") permits eligible employees to purchase shares of the Company's common stock at fair market value through payroll deductions and without brokers' fees. Such purchases are without any contribution on the part of the Company.
|
OTHER PLANS
The Company adopted an Employee Stock Purchase
Plan in 2004. As of September 13, 2019, there are 221,320 shares available for sale to qualified employees. The Company also provides
a 401(k) plan.
TRANSACTIONS WITH MANAGEMENT AND OTHERS
None.
PROPOSAL 2
RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
The Audit Committee engaged Lumsden & McCormick,
LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending May 31, 2020. Although the
Audit Committee is not required to do so, it is submitting its expected selection for ratification to the Annual Meeting in order
to ascertain the views of the shareholders. The Audit Committee will not be bound by the vote of the shareholders; however, if
the proposed selection is not ratified, the Audit Committee will revisit its selection.
A representative of Lumsden & McCormick, LLP will be present
at the meeting, will be available to respond to appropriate questions and will have the opportunity to make a statement if he or
she desires to do so.
The Audit Committee approves all professional
services, including tax related services, provided to the Company by Lumsden & McCormick, LLP. With regard to "Audit and
Audit-Related" services, the Committee reviews the annual audit plan and approves the estimated audit budget in advance. The
aggregate fees billed by Lumsden & McCormick, LLP for professional services to the Company were $99,000 and $98,000 for the
fiscal years ended May 31, 2019 and 2018.
Audit Fees
The aggregate fees billed by Lumsden &
McCormick, LLP for professional services rendered in connection with the audit of the Company's annual financial statements, the
review of the Company's quarterly financial statements and services that are normally provided in connection with statutory and
regulatory filings or engagements were $87,000 and $85,000 for the fiscal years ended May 31, 2019 and 2018.
Audit-Related Fees
There were no aggregate fees billed by Lumsden
& McCormick, LLP for professional assurance and related services reasonably related to the performance of the audit of the
Company's financial statements, but not included under Audit Fees, for the fiscal years ended May 31, 2019 and 2018.
Tax Fees
The aggregate fees billed by Lumsden &
McCormick, LLP for professional services for tax compliance, tax advice and tax planning were $12,000 and $13,000 for the fiscal
years ended May 31, 2019 and 2018.
All Other Fees
None.
Pre-approval Policies and Procedures
The Audit Committee has adopted a policy that
requires advance approval of all audit, audit-related, tax services and other services performed by the independent auditor. The
policy provides for pre-approval by the Audit Committee of specifically defined audit and non-audit services. Unless the specific
service has been previously pre-approved with respect to that year, the Audit Committee must approve the permitted service before
the independent auditor is engaged to perform it.
THE BOARD OF DIRECTORS RECOMMENDS
THAT THE APPOINTMENT OF LUMSDEN & MCCORMICK, LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING MAY 31, 2020 BE RATIFIED AND URGES YOU TO VOTE "FOR" THIS PROPOSAL.
PROPOSAL 3
TO APPROVE THE NON-BINDING ADVISORY RESOLUTION,
APPROVING
THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE
OFFICERS
The shareholders of the Company are entitled
to vote at the Annual Meeting of Shareholders to approve the compensation of the Company's named executive officers, as disclosed
in this Proxy Statement. The shareholder vote on executive compensation is an advisory vote only, and it is not binding on the
Company or the Board of Directors. Although the vote is non-binding, the Compensation Committee and the Board value the opinions
of the shareholders and will consider the outcome of the vote when making future compensation decisions.
This vote is not intended to address any specific
item of compensation but rather the overall compensation of the Company's named executive officers and its compensation philosophy
and practices as disclosed under the "Executive Compensation" section of this Proxy Statement. Shareholders are asked
to vote on the following resolution:
RESOLVED,
that the shareholders of Taylor Devices, Inc. (the "Company") approve, on an advisory basis, the compensation
of the Company's named executive officers as disclosed in the Proxy Statement for the Company's 2019 annual meeting of shareholders
pursuant to Item 402 of Regulation S-K of the rules of the Securities and Exchange Commission.
This advisory resolution, commonly referred
to as a "say-on-pay" resolution, is non-binding on the Board of Directors. Although non-binding, the Board and the Compensation
Committee will review and consider the voting results when making future decisions regarding the company's executive compensation.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE "FOR" THE RESOLUTION
GENERAL INFORMATION
Voting
Under
the Business Corporation Law of New York ("BCL") and the Company's By-laws, the presence, in person or by proxy,
of a majority of the outstanding common shares is necessary to constitute a quorum of the shareholders to take action at the Annual
Meeting. The shares which are present or represented by a proxy will be counted for quorum purposes regardless of whether or not
a broker with discretionary authority fails to exercise discretionary voting authority (a "broker non-vote") with respect
to any particular matter.
A nominee standing for election must be elected
by a plurality of votes cast at the Annual Meeting, and if elected, serve in the class of directors to which he is elected. Withheld
votes and broker non-votes will have no effect on the vote for a nominee.
Any other actions properly brought before the
meeting, including Proposal 2, ratification of Lumsden & McCormick, LLP as the Company’s independent registered public
accounting firm for the fiscal year ending May 31, 2020, and Proposal 3, approval of non-binding advisory resolution approving
compensation of the Company's named executive officers, requires a majority of the votes cast at the meeting by shareholders entitled
to vote. Abstentions will have the same effect as a vote against the action. Broker non-votes will have no effect on the vote upon
the action.
For voting purposes, all proxies marked "for,""against,""abstain,"
or "withhold authority" will be counted in accordance with such instruction as to each item.
Expenses
The expenses of this solicitation, including
the costs of preparing and mailing this Proxy Statement and accompanying material, will be borne by the Company. Regular employees
of the Company may solicit proxies in person, by mail or by telephone, but no employee of the Company will receive any compensation
for solicitation activities in addition to his or her regular compensation. Expenses may also include the charges and expenses
of brokerage houses, nominees, custodians and fiduciaries for forwarding proxies and proxy materials to beneficial owners of shares.
Shareholder Proposals for the 2020 Annual
Meeting
Procedures for a nomination by a shareholder
for election as a director are described under "Nominees by Shareholders” on page 8 of this Proxy Statement.
Proposals of shareholders intended to be presented
to the year 2020 Annual Meeting of Shareholders must be received by the Secretary of the Company prior to May 26, 2020 for inclusion
in the Proxy Statement and form of proxy. Shareholders wishing to propose a matter for consideration at the 2020 Annual Meeting
of Shareholders must follow certain specified advance notice procedures set forth in the Company's by-laws, a copy of which is
available upon written request to: F. Eric Armenat, Secretary, Taylor Devices, Inc., 90 Taylor Drive, North Tonawanda, New York
14120-0748.
The by-laws designate procedures for the calling
and conduct of a meeting of shareholders, including, but not limited to, specifying who may call the meeting, what business may
be conducted, the procedures with respect to the making of shareholder proposals, and the procedures and requirements for shareholder
nomination of directors.
Section 16(a) Beneficial Ownership Reporting
Compliance
Section 16(a) of the Exchange Act requires
the Company's executive officers, directors and controlling shareholders to file initial reports of ownership and reports of changes
of ownership of the Company's common stock with the Securities and Exchange Commission and the Company. Based solely on a review
of Forms 3, 4 and 5 furnished to the Company during the 2019 fiscal year, all reporting persons filed the required forms in accordance
with the provisions of Section 16(a).
Financial and Other Information
The financial statements of the Company for
the fiscal year ended May 31, 2019 are contained in the Company's 2019 Annual Report which accompanies this Proxy Statement.
OTHER MATTERS
The Board of Directors knows of no other matters
to be voted upon at the Annual Meeting. If any other matters properly come before the Annual Meeting, it is the intention of the
persons named in the enclosed form of proxy to vote on such matters in accordance with their judgment.
|
By Order of the Board of Directors
|
|
/s/ F. Eric Armenat
|
|
F. Eric Armenat
|
Dated:
|
September 19, 2019
|
Secretary
|
|
North Tonawanda, New York
|
|
[THIS PAGE INTENTIONALLY LEFT BLANK]
TAYLOR DEVICES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS
The undersigned hereby appoints Timothy J.
Sopko and F. Eric Armenat, and each of them, with full power of substitution, as proxies for the undersigned at the Annual Meeting
of Shareholders of TAYLOR DEVICES, INC. to be held at the Millennium Buffalo, 2040 Walden Avenue, Buffalo, New York on November
1, 2019 at 11:00 A.M., and at any adjournment thereof, to vote and act with respect to all common shares of the Company which the
undersigned would be entitled to vote, with all the power the undersigned would possess if present in person.
Please mark, sign and date, and promptly return this proxy form
using the enclosed envelope. When properly completed, it will be voted exactly as you instruct. If you sign and return this proxy,
without otherwise completing it, your shares will be voted FOR Items 1, 2 and 3 and in the discretion of the proxies on any other
business that may properly come before the meeting or any adjournment(s) or postponement(s) thereof.
Please sign exactly as your name(s) appears on this card. Joint
owners should each sign individually. When signing as an attorney, executor, administrator, trustee or guardian, please give full
title as such. If a corporation or partnership, please sign in full corporate or partnership name by an authorized officer
|
|
|
Signature 1
|
Date
|
|
|
|
|
Signature 1
|
Date
|
|
Important Notice Regarding the Availability
of Proxy Materials for the Annual Meeting of Shareholders
The Proxy Statement and the 2019 Annual Report
to Shareholders are available at
www.taylordevices.com/investors.html
The Board of Directors recommends that you vote FOR Proposal
1:
|
|
For
Nominee
|
Withhold
Authority
|
|
1.
|
Election of two Class 3 Directors for a three year term to expire in 2022.
|
|
|
|
|
|
1) Randall L. Clark
|
|
*
|
*
|
|
|
2) Alan R. Klembczyk
|
|
*
|
*
|
|
The Board of Directors recommends that you vote FOR Proposal
2:
|
For
|
Against
|
Abstain
|
|
2.
|
To ratify the appointment of Lumsden & McCormick, LLP as the
independent registered public accounting firm of the Company for the fiscal year ending May 31, 2020.
|
*
|
*
|
*
|
|
The Board of Directors recommends that you vote FOR Proposal
3:
|
For
|
Against
|
Abstain
|
|
3.
|
To approve the non-binding advisory resolution approving the compensation
of the Company’s named executive officers.
|
*
|
*
|
*
|
|
4.
|
Such other business as may properly come before the meeting or any adjournment thereof.
|
|
|
|
|
|
|
|
Taylor Devices (NASDAQ:TAYD)
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