WAVEDANCER, INC.
10-Ks and 10-Qs
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934
(Amendment No. __)
Filed by a Party
other than the Registrant ☐
Check the
appropriate box:
☐
Preliminary Proxy Statement
☐
Confidential, For Use of the Commission Only (As Permitted by Rule
14a-6(e)(2))
☒
Definitive Proxy Statement
☐
Definitive Additional Materials
☐
Soliciting Material under Rule 14a-12
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INFORMATION ANALYSIS INCORPORATED
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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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Payment of Filing
Fee (Check the appropriate box):
☒ No
fee required
☐ Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title
of each class of securities to which transaction
applies:
(2) Aggregate
number of securities to which transaction applies:
(3) 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):
(4) Proposed
maximum aggregate value of transaction:
(5) Total
fee paid:
☐ Fee
paid previously with preliminary materials.
☐ Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date
of its filing.
(1) Amount
Previously Paid:
(2) Form,
Schedule or Registration Statement No.:
(3) Filing
Party:
(4) Date
Filed:
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11240
Waples Mill Road, Suite 201, Fairfax, Virginia 22030
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(703)
383-3000
(800)
829-7614
Fax:
(703) 293-7979
www.infoa.com
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April
28, 2017
Dear
Shareholder,
We, the
Board of Directors of Information Analysis Incorporated, cordially
invite you to attend our 2017 annual meeting of shareholders to be
held at 10:00 AM on Friday, June 9, 2017, at our offices at 11240
Waples Mill Road, Suite 201, Fairfax, Virginia 22030. The attached
notice of annual meeting and proxy statement describe the business
we will conduct at the meeting and provide information about
Information Analysis Incorporated that you should consider when you
vote your shares.
When
you have finished reading the proxy statement, please promptly vote
your shares by marking, signing, dating and returning the proxy
card in the enclosed envelope. We encourage you to vote by proxy so
that your shares will be represented and voted at the meeting,
whether or not you can attend.
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Sincerely, |
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Sandor Rosenberg |
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Chairman of the
Board and
Chief
Executive Officer
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11240 Waples Mill
Road, Suite 201, Fairfax, Virginia 22030
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(703)
383-3000
(800)
829-7614
Fax: (703)
293-7979
www.infoa.com
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April
28, 2017
NOTICE OF 2017 ANNUAL MEETING OF SHAREHOLDERS
TIME:
10:00 AM
DATE:
June 9, 2017
PLACE:
Information Analysis
Incorporated
11240 Waples Mill Road, Suite 201
11240 Waples Mill Road, Suite 201
Fairfax, Virginia
22030
PURPOSES:
1.
The election of six
(6) directors to serve until the next Annual Meeting of
Shareholders and until their successors are elected and
qualified.
2.
An advisory vote to
approve the Company’s executive compensation for Named
Executive Officers.
3.
To ratify the
appointment of CohnReznick LLP, an independent registered public
accounting firm, as the company’s independent registered
public accountants for the fiscal year ending December 31,
2017.
4.
To consider any
other business that is properly presented at the
meeting.
WHO MAY
VOTE:
You may
vote if you were the record owner of Information Analysis
Incorporated stock at the close of business on April 20, 2017. A
list of shareholders of record will be available at the meeting
and, during the ten (10) days prior to the meeting, at the office
of the Secretary at the above address.
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BY ORDER OF THE BOARD OF DIRECTORS |
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Richard S.
DeRose
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Secretary
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YOUR VOTE IS VERY IMPORTANT
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Whether or not you plan to attend the Annual Meeting, please vote
as soon as possible. You may vote over the Internet, as well as by
telephone or, if you requested to receive printed proxy materials,
by mailing a completed proxy card.
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Information
Analysis Incorporated
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2017
Proxy Statement
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INFORMATION ANALYSIS INCORPORATED
11240 WAPLES MILL ROAD, SUITE 201
FAIRFAX, VIRGINIA 22030
PROXY STATEMENT
For the 2017 ANNUAL MEETING OF SHAREHOLDERS
To be held on June 9, 2017
INFORMATION ABOUT THE MEETING, VOTING AND PROXIES
Date, Time and Place of Meeting
This
proxy statement is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Directors ("Board") of
Information Analysis Incorporated ("we," "IAI" or the "Company")
for use at the 2017 Annual Meeting of Shareholders ("Annual
Meeting") to be held on June 9, 2017 beginning at 10:00 am EDT at
our principal executive offices located at 11240 Waples Mill Road,
Suite 201, Fairfax, Virginia 22030, and at any adjournment or
postponement of that meeting. On or about April 28, 2017, we are
either mailing or providing notice and electronic delivery of these
proxy materials together with an annual report, consisting of our
Annual Report on Form 10-K for the fiscal year ended December 31,
2016 (the "2016 Annual Report"), and other information required by
the rules of the Securities and Exchange Commission (the
“SEC”).
Important Notice Regarding the Availability of Proxy Materials for
the Annual Meeting of Shareholders to be held on June 9,
2017
This proxy statement and our 2016 Annual Report are available for
viewing, printing and downloading at
www.infoa.com/investors
.
You
may request a copy of the materials relating to our annual
meetings, including the proxy statement and form of proxy for our
2017 Annual Meeting and the 2016 Annual Report, at
www.infoa.com/investors,
by sending an
email to our Investor Relations department at
investor@infoa.com,
or by calling (800)
829-7614 ext. 7901.
Internet Availability of Proxy Materials
Under
the U.S. Securities and Exchange Commission’s “notice
and access” rules, we have elected to use the Internet as our
primary means of furnishing proxy materials to our shareholders.
Consequently, most shareholders will not receive paper copies of
our proxy materials. We instead sent these shareholders a Notice of
Internet Availability of Proxy Materials (“Internet
Availability Notice”) containing instructions on how to
access this Proxy Statement and our Annual Report and vote via the
Internet. The Internet Availability Notice also included
instructions on how to receive a paper copy of your proxy
materials, if you so choose. If you received your annual meeting
materials by mail, your proxy materials, including your proxy card,
were enclosed. We believe that this process expedites
shareholders’ receipt of proxy materials, lowers the costs of
our Annual Meeting and helps to conserve natural
resources.
Voting Instructions
If your
shares are registered directly in your name with our transfer
agent, Issuer Direct, the Internet Availability Notice was sent
directly to you by the Company. The Internet Availability Notice
provides instructions on how to request printed proxy materials and
how to access your proxy card which contains instructions on how to
vote via the Internet or by telephone. For shareholders who receive
a paper proxy card, instructions for voting via the Internet or by
telephone are set forth on the proxy card. The Internet and
telephone voting facilities for shareholders of record will close
at 12:00 a.m. EDT on June 9, 2017. If your shares are held in an
account at a brokerage firm, bank, trust or other similar
organization, like the vast majority of our shareholders, you are
considered the “
beneficial
owner
” of shares held in “
street name
” and the Internet
Availability Notice was forwarded to you by that organization. You
will receive instructions from your broker, bank, trustee or other
nominee that must be followed in order for your broker, bank,
trustee or other nominee to vote your shares per your instructions.
See the section below entitled “Abstentions and Broker
Non-Votes” for additional information regarding the impact of
abstentions and broker-non votes on the votes required for each
proposal.
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Information
Analysis Incorporated
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2017
Proxy Statement
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Revocability of Proxies
A
holder of our common stock who has given a proxy may revoke it
prior to its exercise either by giving written notice of revocation
to the Secretary of the Company or by giving a duly executed proxy
bearing a later date. Attendance in person at the Annual Meeting
does not itself revoke a proxy; however, any shareholder who
attends the Annual Meeting may revoke a previously submitted proxy
by voting in person. If you are a beneficial owner of our shares,
you will need to contact your bank, brokerage firm, trustee or
other nominee to revoke any prior voting instructions.
Proxy Voting
Subject
to any revocation as described above, all common stock represented
by properly executed proxies will be voted in accordance with the
specifications on the proxy. If no such specifications are made,
proxies will be voted as follows:
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“
FOR
” the election of the six
nominees for director;
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“
FOR
” the approval, on an advisory
basis, of the Company’s executive compensation for Named
Executive Officers;
●
“
FOR
” ratification of the
appointment of CohnReznick LLP as our independent registered public
accountants for our fiscal year ending December 31,
2017.
As to
any other matter that may be brought before the Annual Meeting,
proxies will be voted in accordance with the judgment of the person
or persons voting the same.
Record Date, Outstanding Shares and Quorum
Only
holders of our common stock of record at the close of business on
April 20, 2017 (the “Record Date”) are entitled to
notice of and to vote at the Annual Meeting. At the close of
business on the Record Date, there were 11,201,760 shares of our
common stock issued and outstanding. Shares of common stock held as
treasury stock are not entitled to be voted at the Annual Meeting.
Each shareholder is entitled to one vote per share of common stock
held on all matters to be voted on by our shareholders. The
presence in person or by proxy at the Annual Meeting of the holders
of a majority of the issued and outstanding shares entitled to vote
at the Annual Meeting shall constitute a quorum.
Proxy Solicitation
The
Company will bear the expense of this solicitation of proxies,
including the preparation, assembly, printing and mailing of the
Internet Availability Notice, this Proxy Statement, the proxy and
any additional solicitation material that the Company may provide
to shareholders. Copies of the proxy materials and any other
solicitation materials will be provided to brokerage firms, banks,
fiduciaries and custodians holding shares in their names that are
beneficially owned by others so that they may forward the
solicitation material to such beneficial owners. We will reimburse
such brokerage firms, banks, fiduciaries and other custodians for
the reasonable out-of-pocket expenses incurred by them in
connection with forwarding the proxy materials and any other
solicitation materials. We have retained Issuer Direct Corporation
to assist us with the distribution of proxies. The original
solicitation of proxies by mail may be supplemented by solicitation
by telephone and other means by directors, officers and employees
of the Company. No additional compensation will be paid to these
individuals for any such services.
Abstentions and Broker Non-Votes
Abstentions will be
counted for purposes of determining the presence or absence of a
quorum. The effect of an abstention on the outcome of the voting on
a particular proposal depends on the vote required to approve that
proposal, as described in the “Vote Required” section
below.
“Broker
non-votes” are shares present by proxy at the Annual Meeting
and held by brokers or nominees as to which (i) instructions
to vote have not been received from the beneficial owners and
(ii) the broker or nominee does not have discretionary voting
power on a particular matter. If you are a beneficial owner of
shares held in “
street
name
” and you do not provide voting instructions to
your broker, your shares may be voted on any matter your broker has
discretionary authority to vote. Under the rules that govern
brokers who are voting with respect to shares held in
“
street name,
”
brokers generally have discretionary authority to vote on
“routine” matters, but not on “non-routine”
matters. The ratification of the appointment of an independent
registered public accounting firm (the “independent
auditor”) (Proposal 3) is considered a routine matter.
Non-routine matters include the election of directors (Proposal 1)
and executive compensation (Proposal 2). We encourage you to
provide instructions to your broker or other nominee regarding
voting your shares. On any matter for which your broker or other
nominee does not vote on your behalf, the shares will be treated as
“broker non-votes”.
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Information
Analysis Incorporated
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2017
Proxy Statement
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Broker
non-votes will be counted for purposes of determining the presence
or absence of a quorum for the transaction of business at the
Annual Meeting. Broker non-votes will only have an effect on voting
matters where the vote required is “a majority of the
outstanding shares.” This vote requirement standard does not
apply to Proposals 1, 2 and 3 contained herein.
Board Voting Recommendations
Our
Board recommends that you vote your shares
FOR
the election of each of the six
director nominees listed in Proposal 1 below;
FOR
the approval, on an advisory basis,
of the Company’s executive compensation for Named Executive
Officers (Proposal 2); and
FOR
the ratification of CohnReznick LLP
as our independent registered public accountants for the fiscal
year ending December 31, 2017 (Proposal 3).
Vote Required
Election of a
director (Proposal 1) requires the affirmative vote of the holders
of a plurality of the shares present in person or represented by
proxy at a meeting at which a quorum is present with each
shareholder getting one vote per share for each person proposed for
election. The six persons receiving the greatest number of votes at
the Annual Meeting shall be elected as directors. Since only
affirmative votes count for this purpose, abstentions and broker
non-votes will not affect the outcome of the voting on this
proposal.
Although the vote
for Proposals 2 is non-binding, the Board and the Compensation
Committee will review the voting results. To the extent there is
any significant negative vote, we would consult directly with
shareholders to better understand the concerns that influenced the
vote. The Board and the Compensation Committee would consider
constructive feedback obtained through this process in making
future decisions about executive compensation
programs.
With
respect to Proposal 3, the ratification of the appointment of our
independent registered public accounting firm for the fiscal year
ending December 31, 2017, a shareholder may mark the accompanying
form of proxy card to (i) vote for the matter, (ii) vote
against the matter, or (iii) abstain from voting on the
matter. Because only a majority of shares actually voting is
required to approve Proposal 3, abstentions and broker non-votes
will have no effect on the outcome of the voting on any of these
proposals.
The
inspector of election appointed for the Annual Meeting will
separately tabulate affirmative and negative votes, abstentions and
broker non-votes.
Voting Results
We will
announce the preliminary voting results at the conclusion of the
Annual Meeting. The final voting results will be tallied by the
inspector of election and published in a Current Report on Form 8-K
to be filed with the Securities and Exchange Commission within four
(4) business days following the Annual Meeting.
Our
Board encourages shareholders to attend the Annual Meeting. Whether
or not you plan to attend, you are urged to submit your proxy.
Prompt response will greatly facilitate arrangements for the
meeting and your cooperation will be appreciated. Shareholders who
attend the Annual Meeting may vote their stock personally even
though they have sent in their proxies.
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Information
Analysis Incorporated
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2017
Proxy Statement
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The
following table sets forth the beneficial ownership of our common
stock held as of April 21, 2017 by each person who is known by us
based on Schedule 13G, Schedule 13D, and Section 16(a) filings to
beneficially own more than 5% of the outstanding shares of our
common stock, and as of April 21, 2017 by (1) each current director
and nominee for director; (2) each of the named executive officers
listed in the Summary Compensation Table included elsewhere in this
proxy statement; and (3) by all current directors and executive
officers as a group:
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
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TITLE OF CLASS: INFORMATION ANALYSIS INCORPORATED COMMON
STOCK
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Name and Address of
Beneficial Owner
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Amount and Nature of
Beneficial Ownership (1)
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Percent
Of Class
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Joseph
P. Daly
497
Circle Freeway
Cincinnati, OH
45246
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1,631,800
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14.6
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Traditions
LP
924
Ridge Drive
McLean, VA
22101
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1,000,000
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8.9
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Estate
of Barry T. Brooks
(2)
3843
Jamestown Road
Springfield, OH
45502
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735,043
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6.6
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SECURITY OWNERSHIP OF MANAGEMENT
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TITLE OF CLASS: INFORMATION ANALYSIS INCORPORATED COMMON
STOCK
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Name of
Beneficial Owner (3)
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Amount and Nature of
Beneficial Ownership
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Percent
Of Class
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Sandor Rosenberg,
Chairman, CEO, and Director
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1,832,800
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16.4
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Richard S. DeRose,
Executive Vice President
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475,345
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(4
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4.1
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Stanley A. Reese,
Senior Vice President
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292,000
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(5
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2.5
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Mark T. Krial,
Director
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10,000
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(6
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*
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Charles A. May,
Jr., Director
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60,000
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(7
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*
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William H. Pickle,
Director
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20,000
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(8
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*
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Bonnie K. Wachtel,
Director
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193,800
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(7
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1.7
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James D. Wester,
Director
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169,947
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(7
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1.5
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All directors and
executive officers as a group
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3,058,892
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(9
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25.8
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(1)
All shares
beneficially owned are held outright by the individuals listed,
except for 1,181,800 shares of common stock owned by EssigPR Inc.
that are reported under Joseph P. Daly.
(2)
Current ownership
status of the shares of Barry T. Brooks is unknown following his
death in 2014. There has been no subsequent Schedule 13G or 13D
reporting.
(3)
The address of all
management beneficial holders is in care of the Company, except Ms.
Wachtel, whose address of record is 1101 14
th
St. NW, Washington,
DC 20001.
(4)
Includes 260,000
shares issuable upon the exercise of options to purchase common
stock.
(5)
Includes 270,000
shares issuable upon the exercise of options to purchase common
stock.
(6)
Includes 10,000
shares issuable upon the exercise of options to purchase common
stock.
(7)
Includes 25,000
shares issuable upon the exercise of options to purchase common
stock.
(8)
Includes 20,000
shares issuable upon the exercise of options to purchase common
stock.
(9)
Includes 700,000
shares issuable upon the exercise of options to purchase common
stock.
*
Less than 1%
ownership of class.
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Information
Analysis Incorporated
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2017
Proxy Statement
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The Board of Directors
Our
Bylaws provide that our business is to be managed by or under the
direction of our Board of Directors. All Directors are elected at
each annual meeting of shareholders to serve until the next annual
meeting of shareholders and until their successors have been
elected and qualified. Our Board of Directors currently consists of
six (6) members.
Our
Board of Directors voted to nominate Mark T. Krial, Charles A. May,
Jr., William H. Pickle, Sandor Rosenberg, Bonnie K. Wachtel and
James D. Wester for election at the annual meeting to serve until
the 2018 Annual Meeting of Shareholders, and until their respective
successors have been elected and qualified.
Set
forth below are the names of the persons nominated as directors,
their ages, their offices in the Company, if any, their principal
occupations or employment for the past five (5) years, the length
of their tenure as directors and the names of other public
companies in which such persons hold directorships.
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Name of Nominee
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Age
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Director Since
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Position with the Company
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Mark
T. Krial
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59
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2016
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Director
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Charles A. May,
Jr.
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79
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1997
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Director
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Sandor
Rosenberg
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70
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1979
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Chairman of the
Board, Chief Executive Officer and President
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William H.
Pickle
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67
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2015
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Director
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Bonnie
K. Wachtel
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61
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1992
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Director
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James
D. Wester
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78
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1985
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Director
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Mark T. Krial
, 59, has been serving as
president of Marathon TS, Inc., an information technology and
professional services company which serves the federal government
and commercial markets, since 2009. Prior to that, he served as
president of Cornell Technical Services, an information technology
firm, for 15 years. He holds a B.S. degree from Oklahoma A&M
State University.
Mr.
Krial offers over 25 years of comprehensive achievements within
information technology-based and computer-based disciplines. He has
developed performance-based low cost solutions through aggressive
negotiations with new and existing suppliers, and he is recognized
for the ability to incorporate innovative management techniques
that result in enhanced business practices, increased productivity,
and profits. He has proven success in sales, marketing, and
business development, and strategic planning
capabilities.
Charles A. May, Jr.
, 79, is a consultant
focusing on national security and strategic business planning
issues. In 1992, he retired as a Lt. General from the Air Force
where he last served as Assistant Vice Chief of Staff, Headquarters
US Air Force, Washington, D.C. He is a graduate of the U.S. Air
Force Academy, where he once served as an Associate Professor of
Political Science. General May has also graduated from the NATO
Defense College, has a Master’s degree in International
Relations from Columbia University, and has completed the course
work toward a Ph.D., and has completed the University of
Pittsburgh’s Management Program for Executives.
General
May has extensive experience relating to strategic planning, the
government as a customer, assessment of trends in national
security, accountability, and stability to our Board.
William H. Pickle
, 67, is a government
affairs/business development consultant with over 30 years of
experience at senior levels within the federal government. For the
last ten years, he has served as president of The Pickle Group,
LLC, a Washington DC-based business development
company.
Mr.
Pickle served as the 37th Sergeant at Arms (SAA) of the United
States Senate. Mr. Pickle was nominated for this senior position by
Senate Majority Leader Bill Frist and elected by the Senate in
March, 2003. He was re-elected in January, 2005. In this position,
Mr. Pickle served as the Senate's Chief Operating Officer, Chief of
Protocol, and Chief of Security; and managed over 950 Senate
employees and an annual budget exceeding $200 million. As SAA, Mr.
Pickle worked closely with Senators, Committees and senior Senate
staff on a daily basis. In addition, as the SAA, he served as
Chairman of the U.S. Capitol Police Board with direct oversight for
a 2,200 person police department with a budget of $300
million.
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Information
Analysis Incorporated
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2017
Proxy Statement
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Prior
to his Senate service, Mr. Pickle served in several Senior
Executive Service (SES) positions within the Executive Branch. He
was the first SES Director of the Transportation Security
Administration where he assisted in the formation of the agency and
the federalizing of the Denver International Airport in 2002. Prior
to this position, he served as the Deputy Inspector General of the
Department of Labor responsible for communications, evaluations,
and legislative affairs.
The
bulk of Mr. Pickle's career was spent with the United States Secret
Service where he rose steadily through the ranks from Special Agent
to Senior Executive. Mr. Pickle's strong legislative background was
enhanced by his appointment as Executive Assistant Director
responsible for the Congressional and Legislative Affairs program
of the Secret Service. Mr. Pickle served in this position from 1991
to 1998. Mr. Pickle was responsible for numerous pieces of
legislation that provided new authority and significant increases
in appropriations to the Secret Service.
Mr.
Pickle is a highly decorated Vietnam Veteran who served with the
1st Cavalry Division in 1968-69. Among his awards are the Bronze
Star, Purple Heart, 7 Air Medals (2 for valor), 3 Army Commendation
Medals, Vietnamese Cross of Gallantry, and the Combat Infantry
Badge.
Mr.
Pickle formerly served on the President's Medal of Valor Award
Committee and currently serves on numerous University, Fund and
Corporate Boards. He is a former member of the 2004 Presidential
Election Advisory Committee.
Sandor Rosenberg
, 70, is the founder of
the Company and has been Chairman of the Board and Chief Executive
Officer of the Company since 1979, and President since 1998. Mr.
Rosenberg holds a B.S. degree in Aerospace Engineering from
Rensselaer Polytechnic Institute, and has done graduate studies in
Operations Research at George Washington University.
Mr.
Rosenberg is IAI’s largest shareholder, and its
founder.
Bonnie K. Wachtel
, 61, is a principal of
Wachtel & Co., Inc., a boutique investment firm based in
Washington, D.C. Ms. Wachtel has been a director of
several local companies since joining her firm in 1984, and
currently serves on the Board of VSE Corporation, a provider of
engineering services to federal government clients, and ExOne Co.,
a global provider of 3D printing machines, products, and services
to industrial clients. Ms Wachtel holds B.A. and M.B.A. degrees
from the University of Chicago and a J.D. from the University of
Virginia. She is a Certified Financial Analyst.
Ms.
Wachtel is a trusted resource in regard to business strategy,
public markets, merger and acquisition opportunities, corporate
governance, regulatory compliance, and risk management. Given her
background and occupation, she is qualified to be the audit
committee’s financial expert.
James D. Wester
, 78, was president of
Results, Inc., a computer services marketing consulting firm, for
more than 15 years. Mr. Wester holds a B.M.E. degree from Auburn
University and an M.B.A. from George Washington
University.
Mr.
Wester has a wealth of experience and knowledge as an entrepreneur
and as a successful businessman. Mr. Wester has been a trusted
advisor to the Company for over thirty years.
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Information
Analysis Incorporated
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2017
Proxy Statement
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Independence
Our
Board has determined that the following members of the Board
qualify as independent under the definition promulgated by the
NASDAQ Stock Market:
Mark T.
Krial
Charles
A. May, Jr.
William
H. Pickle
Bonnie
K. Wachtel
James
D. Wester
There
are no family relationships between any directors or executive
officers of the Company.
Board Leadership Structure
IAI
does not have a policy on whether the offices of Chairman of the
Board and Chief Executive Officer (“CEO”) should be
separate. Currently, Sandor Rosenberg serves as Chairman and
CEO, which the Board believes best serves the interest of the
Company and its shareholders at this time. Although the Board
does not have a “lead” independent director, two of the
Board’s committees – Audit and Compensation – are
led by independent directors.
Board Role in Risk Oversight
Our
Board receives regular communication from our management regarding
areas of significant risk to us, including operational, strategic,
legal and regulatory, and financial risks. Certain risks that are
under the purview of a particular Committee are monitored by that
Committee, which then reports to the full Board as
appropriate.
Committees of the Board of Directors and Meetings
Meeting Attendance.
During the fiscal
year ended December 31, 2016 there were three meetings of our Board
of Directors. All directors attended the meetings of the Board and
of committees of the Board on which he or she served during 2016
except for Mr. Wester, who was present for one meeting of the
Board. The Board undertook additional actions via unanimous
consent. The Board has adopted a policy under which each member of
the Board is strongly encouraged to attend each annual meeting of
our shareholders. Sandor Rosenberg, Chairman of the Board, attended
the 2016 annual meeting of our shareholders.
Audit Committee.
Our Audit Committee
met two times during 2016. This committee currently has two
members, Bonnie K. Wachtel (Chairman) and Charles A. May, Jr. Our
Audit Committee has the authority to retain and terminate the
services of our independent registered public accountants, reviews
annual financial statements, considers matters relating to
accounting policy and internal controls and reviews the scope of
annual audits. All members of the Audit Committee satisfy the
current independence standards promulgated by the SEC and by the
NASDAQ Stock Market; as such standards apply specifically to
members of audit committees. The Board has determined that Ms.
Wachtel is our “audit committee financial expert,” as
the SEC has defined that term in Item 407 of Regulation S-K. Please
also see the report of the Audit Committee set forth elsewhere in
this proxy statement. The current audit committee charter is
available for viewing on our Web site at
www.infoa.com
on the Investors page
under the Investor Relations heading.
Compensation Committee.
Our
Compensation Committee met two times during 2016. This committee
currently has two members, Ms. Wachtel (Chairman) and Mr. May. This
committee does not operate under a charter. Our Compensation
Committee reviews, approves and makes recommendations regarding our
compensation policies, practices and procedures to ensure that
legal and fiduciary responsibilities of the Board of Directors are
carried out and that such policies, practices and procedures
contribute to our success. The Compensation Committee has the
authority and responsibility for determining and recommending the
compensation of our Executive Officers and Directors to the Board
of Directors, and shall conduct its decision-making process with
respect to that issue without the executive officers present. The
Compensation Committee may consider the recommendations of
executive officers when determining executive compensation. Our
committee has not engaged paid compensation consultants to provide
advice or recommendations in the last fiscal year. All members of
the Compensation Committee qualify as independent under the
definition promulgated by the NASDAQ Stock Market.
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Proxy Statement
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Nominating Committee.
Our Board of
Directors does not have a separate Nominating Committee. Since our
Board consists of only six directors, we feel it is small enough to
carry out the Nominating Committee functions as a Board. These
functions include making determinations as to the size and
composition of the Board and its committees and to evaluate and
make recommendations as to potential candidates. All members of the
Board qualify as independent under the definition promulgated by
the NASDAQ Stock Market except for Mr. Rosenberg. The Board may
consider candidates recommended by shareholders as well as from
other sources such as directors or officers, third party search
firms or other appropriate sources. For all potential candidates,
the Board may consider all factors it deems relevant, such as a
candidate’s personal integrity and sound judgment, business
and professional skills and experience, independence, knowledge of
the industry in which we operate, possible conflicts of interest,
diversity, the extent to which the candidate would fill a present
need on the Board, and concern for the long-term interests of the
shareholders. In general, persons recommended by shareholders will
be considered on the same basis as candidates from other sources.
If a shareholder wishes to nominate a candidate to be considered
for election as a director at the 2018 Annual Meeting of
Shareholders, it must follow the procedures described in
“Shareholder Proposals and Nominations for
Director.”
Shareholder Communications to the Board
Generally,
shareholders who have questions or concerns should contact our
Investor Relations department at (703) 383-3000. However, any
shareholders who wish to address questions regarding our business
directly with the Board of Directors, or any individual director,
should direct his or her questions in writing to:
Board
of Directors of Information Analysis Incorporated
ATTN:
(Chairman of the Board/Board member name)
11240
Waples Mill Road, Suite 201
Fairfax,
Virginia 22030
Shareholder
communications addressed to the Board, but not addressed to a
specific Board member, will be relayed to the Chairman of the
Board, and from there will be distributed to the Chairperson of the
committee that oversees the subject matter of the
communication.
Compensation of Directors
The
Company pays each non-employee director an annual fee of $2,000 to
serve on the Board, payable quarterly. Expenses incurred in
attending Board of Director meetings and committee meetings may be
reimbursed. The following Table describes all compensation for each
director for the year ended December 31, 2016.
|
Director Compensation
|
|||||||
|
Name
(a)
|
Fees Earned or Paid in Cash
($)
(b)
|
Stock Awards ($)
(c)
|
Option Awards
($)
(d)
|
Non-equity incentive plan compensation
($)
(e)
|
Nonqualified deferred compensation
($)
(f)
|
All Other Compensation ($)
(g)
|
Total
($)
(h)
|
|
Mark T.
Krial
|
1,500
|
-
|
800
|
-
|
-
|
-
|
2,300
|
|
Charles A. May,
Jr.
|
2,000
|
-
|
800
|
-
|
-
|
-
|
2,800
|
|
William H.
Pickle
|
2,000
|
-
|
800
|
-
|
-
|
-
|
2,800
|
|
Bonnie K.
Wachtel
|
2,000
|
-
|
800
|
-
|
-
|
-
|
2,800
|
|
James D.
Wester
|
2,000
|
-
|
800
|
-
|
-
|
-
|
2,800
|
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Executive Officers
The
following table sets forth certain information regarding our
executive officers who are not also directors.
|
Name
|
Age
|
Position
|
|
Richard S.
DeRose
|
78
|
Executive Vice
President, Secretary, and Chief Financial Officer
|
|
Stanley A.
Reese
|
60
|
Senior
Vice President and Chief Operating Officer
|
Richard S. DeRose
, 78, has been
Executive Vice President since 1991. Prior to that, he served as
the President and CEO of DHD Services, Inc., a company he founded,
from 1979 until DHD’s acquisition by the Company in 1991.
Prior to DHD, Mr. DeRose held several management positions in the
information technology and telecommunications industries at RCA,
Burroughs, and MCI. Mr. DeRose holds a B.S. degree in Science from
the US Naval Academy and an M.S. degree in Computer Systems
Management from the US Naval Postgraduate School,
Monterey.
Stanley A. Reese
, 60, joined the Company
in 1993. Mr. Reese has been Senior Vice President since 1997 and
Chief Operating Officer since March 1999. From 1992 to 1993, he
served as Vice President, Technical Services at Tomco Systems, Inc.
Prior to Tomco Systems, he served as Senior Program manager at ICF
Information Technology, Inc. Mr. Reese has over 25 years of
experience managing and marketing large scale mainframe and
PC-based applications. Mr. Reese holds a B.A. in History from
George Mason University.
EXECUTIVE COMPENSATION
The
Summary Compensation Table below sets forth individual compensation
information for the Chief Executive Officer and the other executive
officers serving as executive officers as of December 31, 2016
(collectively “Named Executive Officers”):
|
SUMMARY COMPENSATION TABLE
|
|||||||
|
Name and principal position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
All Other
Compensation
1
($)
|
Total
($)
|
|
Sandor
Rosenberg
|
2016
|
142,000
|
--
|
--
|
--
|
18,614
|
160,614
|
|
Chairman of the
Board and Chief Executive Officer
|
2015
|
142,000
|
--
|
--
|
--
|
21,469
|
163,469
|
|
Richard S.
DeRose
|
2016
|
70,000
|
--
|
--
|
2,300
|
10,972
|
83,272
|
|
Executive Vice
President and Chief Financial Officer
|
2015
|
70,000
|
--
|
--
|
--
|
10,552
|
80,552
|
|
Stanley A.
Reese
|
2016
|
140,000
|
--
|
--
|
500
|
20,455
|
160,955
|
|
Chief Operating
Officer
|
2015
|
140,000
|
--
|
--
|
--
|
16,267
|
156,267
|
1
References to All
Other Compensation include employer matching contributions to each
individual’s 401(k) defined contribution account under our
company-wide 401(k) Pension and Profit Sharing Plan, routine
payouts of excess vacation accruals, and employer payments for
long-term care insurance under an executive carve-out.
Each
named executive officer is a salaried employee, without any
guaranteed incentives. Bonuses and option awards are at the
discretion of the Compensation Committee of the Board of Directors.
Executive officers are eligible to participate in the Information
Analysis Incorporated 401(k) Pension and Profit Sharing Plan under
the same terms and matching percentages as other salaried
employees. Vacation accruals in excess of defined limits are
automatically paid out to all salaried employees annually, and may
be paid other times upon request. Executive officers receive a
perquisite benefit of no-cash-value long-term care insurance paid
by the Company.
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The
following table sets forth the outstanding equity awards for the
named executive officers of the Company as of December 31,
2016:
|
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
|
|||
|
OPTION AWARDS
|
|||
|
Name
(a)
|
Number of Securities Underlying Unexercised Options (#) Exercisable
(b) Number of Securities Underlying Unexercised Options (#)
Unexercisable (c)
|
Option Exercise Price
($)
(e)
|
Option Expiration Date
(f)
|
|
Richard S.
DeRose
|
50,000
|
0.40
|
04/20/2017
|
|
Richard S.
DeRose
|
20,000
|
0.17
|
01/28/2020
|
|
Richard S.
DeRose
|
50,000
|
0.20
|
11/01/2020
|
|
Richard S.
DeRose
|
25,000
|
0.16
|
02/12/2023
|
|
Richard S.
DeRose
|
50,000
|
0.145
|
10/07/2023
|
|
Richard S.
DeRose
|
90,000
|
0.30
|
04/11/2026
|
|
Stanley A.
Reese
|
100,000
|
0.40
|
04/20/2017
|
|
Stanley A.
Reese
|
25,000
|
0.28
|
05/05/2018
|
|
Stanley A.
Reese
|
20,000
|
0.17
|
01/28/2020
|
|
Stanley A.
Reese
|
50,000
|
0.15
|
03/20/2022
|
|
Stanley A.
Reese
|
100,000
|
0.16
|
02/12/2023
|
|
Stanley A.
Reese
|
50,000
|
0.145
|
10/07/2023
|
|
Stanley A.
Reese
|
25,000
|
0.25
|
04/11/2026
|
The
Company has no outstanding stock awards to any executive
officer.
Equity
Compensation Plan Information
The
following table contains information regarding securities
authorized and available for issuance under our equity compensation
plans for certain employees, directors, and consultants, as of
April 21, 2017.
|
Plan Category
|
Number of securities to be issued upon exercise of outstanding
options, warrants, and rights
|
Weighted average exercise price of outstanding options, warrants,
and rights
|
Number of securities remaining available for future
issuance
|
|
Equity
compensation plans approved by security holders
1,2
|
1,074,500
|
$
0.18
|
1,000,000
|
|
Equity
compensation plans not approved by security holders
|
--
|
--
|
--
|
|
Total
|
1,074,500
|
$
0.18
|
1,000,000
|
1
The Company has a
stock incentive plan, which became effective June 1, 2016, and
expires April 4, 2026 (the “2016 Plan”). The 2016 Plan
provides for the granting of equity awards to employees and
directors. The maximum number of shares for which equity awards may
be granted under the 2016 Plan is 1,000,000. Options granted under
the 2016 Plan expire no later than ten years from the date of grant
or 90 days after employment ceases, whichever comes first, and vest
over periods determined by the Board of Directors.
2
The Company had a
stock incentive plan, which became effective May 18, 2006, and
expired April 12, 2016 (the “2006 Plan”). The 2006 Plan
provided for the granting of equity awards to employees and
directors. Options granted under the 2006 Plan expire no later than
ten years from the date of grant or 90 days after employment
ceases, whichever comes first, and vest over periods determined by
the Board of Directors.
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Employment Contracts, Termination of Employment and
Change-in-Control Arrangements
On June
18, 1997, the Company agreed in writing to provide to Richard S.
DeRose, Executive Vice President, Chief Financial Officer, and
Secretary, twelve months severance pay of his full-time base
salary, payable in normal payroll increments, in the event of the
termination of his employment other than for cause. In the event of
a change of control or the sale or transfer of substantially all of
the Company’s assets, the Company agreed that in the event of
Mr. DeRose’s termination, substantial reduction of duties, or
requirement to be based at a location outside of a 30-mile radius
of Fairfax, Virginia, he will receive a twelve month severance
payment of base salary, payable in lump sum or monthly, at the
Company’s discretion. Had the event of termination or
change-in-control occurred on December 31, 2016, Mr. DeRose’s
compensation under the agreement would have been
$130,000.
Retirement Plans
The
Company has a Cash or Deferred Arrangement Agreement (CODA), which
satisfies the requirements of section 401(k) of the Internal
Revenue Code. This defined contribution retirement plan covers
substantially all employees. Participants can elect to have up to
the maximum percentage allowable of their salaries reduced and
contributed to the plan. The Company may make matching
contributions equal to a discretionary percentage of the
participants’ elective deferrals. In 2016, the Company
matched 25% of the first 6% of the participants’ elective
deferrals. The Company may also make additional contributions to
all eligible employees at its discretion. The Company did not make
additional contributions during 2016.
Changes in Registrant’s Certifying Accountant.
None.
Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure
There
have been no changes in or disagreements with our independent
registered public accountants on accounting and financial
disclosure.
TRANSACTIONS WITH RELATED PERSONS
A
"Related Party Transaction" is any transaction directly or
indirectly involving any related party that would need to be
disclosed under Item 404(a) of Regulation S-K. The Company has
determined as a policy that any Related Party Transaction requires
the approval by the Board of Directors.
For the
year ended December 31, 2016, the Company determined that it had
not engaged in related party transactions subject to reporting
herein.
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The
Audit Committee of the Board of Directors, which consists entirely
of directors who meet the independence and experience requirements
of the NASDAQ stock market, has furnished the following
report:
The
Audit Committee assists the Board in overseeing and monitoring the
integrity of our financial reporting process, compliance with legal
and regulatory requirements and the quality of internal and
external audit processes. This committee’s role and
responsibilities are set forth in our charter adopted by the Board.
This committee reviews and reassesses our charter annually and
recommends any changes to the Board for approval. The Audit
Committee is responsible for overseeing our overall financial
reporting process, and for the appointment, compensation,
retention, and oversight of the work of CohnReznick LLP. In
fulfilling its responsibilities for the financial statements for
fiscal year December 31, 2016, the Audit Committee took the
following actions:
●
Reviewed and discussed the audited financial statements for the
fiscal year ended December 31, 2016,
with management and CohnReznick
LLP, our independent auditors;
●
Discussed with
CohnReznick LLP the matters
required to be discussed by the statement on Auditing Standards No.
61, as amended, relating to the conduct of the audit;
and
●
Received written disclosures and the letter from
CohnReznick LLP, regarding its
independence as required by Independence Standards Board Standard
No. 1. The Audit Committee further discussed with CohnReznick LLP,
their independence. The Audit Committee also considered the status
of pending litigation, taxation matters and other areas of
oversight relating to the financial reporting and audit process
that the committee determined appropriate.
Based
on the Audit Committee’s review of the audited financial
statements and discussions with management and CohnReznick LLP, the
Audit Committee recommended to the Board that the audited financial
statements be included in our Annual Report on Form 10-K for the
year ended December 31, 2016, for filing with the SEC.
Members
of the Information Analysis Incorporated
Audit Committee
Bonnie
K. Wachtel
Charles
A. May, Jr.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE
Section
16(a) (“Section 16(a)”) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), requires
executive officers and Directors and persons who beneficially own
more than ten percent (10%) of the Company’s common stock to
file initial reports of ownership and reports of changes in
ownership with the SEC and any national securities exchange on
which the Company’s securities are registered. Executive
officers, Directors and greater than ten percent (10%) beneficial
owners are required by the SEC’s regulations to furnish the
Company with copies of all Section 16(a) forms they
file.
Based
solely on a review of the copies of such forms furnished to the
Company, there were no officers, Directors and 10% beneficial
owners who failed to file on a timely basis the forms required
under Section 16(a) of the Exchange Act.
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Proxy Statement
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ELECTION OF DIRECTORS
The
Board of Directors nominated Mark T. Krial, Charles A. May, Jr.,
William H. Pickle, Sandor Rosenberg, Bonnie K. Wachtel and James D.
Wester for election at the Annual Meeting. If they are elected,
they will serve on our Board of Directors until the 2018 Annual
Meeting of Shareholders and until their respective successors have
been elected and qualified.
Unless
authority to vote for any of these nominees is withheld, the shares
represented by the enclosed proxy will be voted
FOR
the election as directors of Mark T.
Krial, Charles A. May, Jr., William H. Pickle, Sandor Rosenberg,
Bonnie K. Wachtel and James D. Wester. In the event that any
nominee becomes unable or unwilling to serve, the shares
represented by the enclosed proxy will be voted for the election of
such other person as the Board of Directors may recommend in
his/her place. We have no reason to believe that any nominee will
be unable or unwilling to serve as a director.
All
nominees are currently Directors of the Company and have served
continuously since the dates of their elections or appointments as
shown on page 5.
A
plurality of the shares voted affirmatively or negatively at the
Meeting is required to elect each nominee as a
director.
The
Board Of Directors Recommends The Election Of Mark T. Krial,
Charles A. May, Jr., William H. Pickle, Sandor Rosenberg, Bonnie K.
Wachtel and James D. Wester As Directors, And Proxies Solicited By
The Board Will Be Voted In Favor Thereof Unless A Shareholder Has
Indicated Otherwise On The Proxy.
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Proxy Statement
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ADVISORY VOTE TO APPROVE NAMED EXECUTIVE COMPENSATION
The
Company seeks a non-binding advisory vote from shareholders to
approve the compensation of the Named Executive Officers, as
described in detail under the Executive Compensation of this Proxy
Statement.
The
Company’s Board of Directors and management believe that the
most effective executive compensation program is one that is
designed to align the interests of executive officers with those of
the shareholders and enhance the stability of the Company by
rewarding performance above established goals. The Company’s
compensation programs are designed to attract and retain high
quality executive officers that are critical to long-term
success.
This
proposal gives you, as a shareholder of the Company, the
opportunity to approve, on a non-binding advisory basis, the
Company’s overall executive compensation of the Named
Executive Officers as disclosed in this Proxy Statement.
Accordingly, you may vote on the following resolution:
“
RESOLVED
, that the shareholders approve
the compensation of Company's Named Executive Officers as disclosed
in this proxy statement pursuant to the compensation disclosure
rules of the Securities and Exchange Commission (which includes the
compensation tables and related discussion).”
The
Board of Directors and the Compensation Committee value the
opinions of shareholders and will take into account the outcome of
the vote when considering future executive compensation
arrangements.
The
Board of Directors recommends a vote “FOR” the
approval, on an advisory basis, of the Company’s executive
compensation for Named Executive Officers.
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Proxy Statement
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RATIFICATION OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS
The
Audit Committee has appointed CohnReznick LLP, independent
registered public accountants, to audit our financial statements
for the fiscal year ending December 31, 2017.
The Board proposes that the
shareholders ratify this appointment. CohnReznick LLP audited our
financial statements for the fiscal year ended December 31, 2016.
We expect that representatives of CohnReznick LLP will not be
present at the meeting, will therefore be unable to make a
statement, and will not be available to respond to appropriate
questions.
The
following table presents fees for professional audit services
rendered by CohnReznick LLP for the audits of the Company's annual
financial statements for the years ended December 31, 2016 and
2015, respectively, and fees billed for other services rendered by
our principal accountants during those periods.
|
Fee
Category
|
2016 Fees
|
2015 Fees
|
|
Audit
Fees
CohnReznick
LLP
|
$
82,500
|
$
78,750
|
|
Audit-Related
Fees
Direct expenses
related to audit
|
115
|
31
|
|
Tax
Fees
|
4,500
|
4,515
|
|
All Other
Fees
|
--
|
--
|
|
Total Fees and
Services
|
$
87,115
|
$
83,296
|
The
Audit Committee directly engages the Independent Registered Public
Accountants as it relates to the audit of the Company’s
fiscal year and the reviews of its fiscal quarters and the
associated fees. In accordance with its written charter, our Audit
Committee pre-approves all audit and permissible non-audit
services, including the scope of contemplated services and the
related fees, that are to be performed by CohnReznick LLP, our
independent registered public accounting firm, subject to the de
minimis exceptions described in Section 10A(i)(1)(B) of the
Exchange Act, which are approved by the Audit Committee prior to
the completion of the audit. The Audit Committee's pre-approval of
non-audit services involves consideration of the impact of
providing such services on CohnReznick LLP's independence. All 2016
and 2015 non-audit services were pre-approved by the Audit
Committee.
Although
shareholder approval of the Board of Directors' selection of
CohnReznick LLP is not required by law, the Board of Directors
believes that it is advisable to give shareholders an opportunity
to ratify this selection.
In the
event the shareholders do not ratify the appointment of CohnReznick
LLP, as our independent registered public accountants, the Audit
Committee will reconsider its appointment.
The
affirmative vote of a majority of the shares present or represented
and entitled to vote at the Meeting is required to ratify the
appointment of the independent registered public
accountants.
The
Board of Directors recommends a vote “FOR” the
ratification of CohnReznick LLP as the independent registered
public accountants, and proxies solicited by the Board will be
voted in favor of such ratification unless a shareholder indicates
otherwise on the proxy.
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Proxy Statement
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We have
adopted a code of conduct and ethics that applies to all of our
employees, including our chief executive officer and chief
financial and accounting officers. The text of the code of conduct
and ethics is posted on our Web site at
www.infoa.com
under the Investor
Relations section of the Company Profile and will be made available
to shareholders without charge, upon request, in writing to the
Corporate Secretary at Information Analysis Incorporated, 11240
Waples Mill Road, Suite 201, Fairfax, Virginia 22030. Disclosure
regarding any amendments to, or waivers from, provisions of the
code of conduct and ethics that apply to our directors, principal
executive and financial officers will be included in a Current
Report on Form 8-K within four business days following the date of
the amendment or waiver.
OTHER MATTERS
The
Board of Directors knows of no other business which will be
presented to the Annual Meeting. If any other business is properly
brought before the Annual Meeting, proxies in the enclosed form
will be voted in accordance with the judgment of the persons voting
the proxies.
SHAREHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTOR
To be
considered for inclusion in the proxy statement relating to our
Annual Meeting of Shareholders to be held in 2018, shareholder
proposals must be received no later than December 29, 2017, which
is 120 days prior to the anniversary date of the mailing of this
proxy statement. If we do not receive notice of any matter to be
considered for presentation at the Annual Meeting, although not
included in the proxy statement, by March 15, 2018, management
proxies may confer discretionary authority to vote on the matters
presented at the Annual Meeting by a shareholder in accordance with
Rule 14a-4 under the Securities Exchange Act. All shareholder
proposals should be marked for the attention of Richard S. DeRose,
Secretary, Information Analysis Incorporated, 11240 Waples Mill
Road, Suite 201, Fairfax, Virginia 22030.
Fairfax, Virginia
April 28, 2017
Our Annual Report on Form 10-K for the fiscal
year ended December 31, 2016 (other than exhibits thereto) filed
with the SEC, which provides additional information about us, is
available
on the Internet at
www.infoa.com and is available in paper form to beneficial owners
of our common stock without charge upon written request to Richard
S. DeRose, Secretary, Information Analysis Incorporated, 11240
Waples Mill Road, Suite 201, Fairfax, Virginia
22030.
IN
WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Sandor Rosenberg, President and Chief Executive Officer,
and attested to by Richard S. DeRose, Secretary, this
28
th
day
of April, 2017.
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INFORMATION
ANALYSIS INCORPORATED
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By:
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/s/
Sandor
Rosenberg
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Sandor
Rosenberg
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President and Chief
Executive Officer
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ATTEST
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/s/
Richard
S. DeRose
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Richard S.
DeRose
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Secretary
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16
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Information
Analysis Incorporated
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2017
Proxy Statement
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Information Analysis Incorporated
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
ANNUAL
MEETING OF SHAREHOLDERS – JUNE 9, 2017 AT 10:00
AM
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CONTROL ID:
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REQUEST ID:
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The undersigned shareholder of INFORMATION ANALYSIS
INCORPORATED hereby appoints Richard S. DeRose proxy with full
power of substitution to act for and on behalf of the undersigned
and to vote all stock outstanding in the name of the undersigned as
of the close of business on April 20, 2017, which the undersigned
would be entitled to vote if personally present at the Annual
Meeting of Shareholders (“Meeting”) to be held Friday,
June 9, 2017, at our Corporate Headquarters located at
11240 Waples Mill Road, Suite 201,
Fairfax, Virginia 22030,
commencing at 10:00 a.m. (local time), and at any
and all adjournments or postponements thereof, upon all matters
properly coming before the Meeting.
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(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
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VOTING INSTRUCTIONS
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If you vote by phone, fax or internet, please DO NOT mail your
proxy card.
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ABC HOLDER
400 MY STREET
CHICAGO, IL 60605
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MAIL:
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Please
mark, sign, date, and return this Proxy Card promptly using the
enclosed envelope.
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FAX:
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Complete
the reverse portion of this Proxy Card and Fax to
202-521-3464.
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INTERNET:
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https://www.iproxydirect.com/IAIC
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PHONE:
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1-866-752-VOTE(8683)
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ANNUAL MEETING OF THE SHAREHOLDERS OF
INFORMATION ANALYSIS
INCORPORATED
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PLEASE COMPLETE, DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN
HERE:
☒
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PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
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Proposal 1
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FOR ALL
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AGAINST
ALL
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FOR ALL
EXCEPT
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Elect
six directors of the Company to hold office until their respective
successors shall have been duly elected and qualified;
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☐
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☐
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Mark T.
Krial
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☐
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CONTROL
ID:
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Charles
A. May, Jr.
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☐
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William
H. Pickle
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☐
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REQUEST
ID:
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Sandor
Rosenberg
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☐
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Bonnie
K. Wachtel
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☐
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James
D. Wester
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☐
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Proposal 2
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FOR
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AGAINST
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ABSTAIN
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Approve, on a
non-binding advisory basis, the Company’s executive
compensation, as described in the Proxy Statement; and
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☐
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☐
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☐
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Proposal 3
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FOR
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AGAINST
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ABSTAIN
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Ratification of
CohnReznick LLP an independent registered public accounting firm,
as the Company's independent registered public accountants for the
fiscal year ending December 31, 2017.
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☐
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☐
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☐
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Proposal 4
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Transact such other
business as may properly come before the Annual Meeting and any
adjournment(s) thereof.
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MARK “X” HERE IF YOU PLAN
TO ATTEND THE MEETING:
☐
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In
their discretion, the proxies are authorized to vote upon such
other business as may properly come before the Meeting, and any
adjournment or adjournments thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL”
NOMINEES IN PROPOSAL 1, AND “FOR” PROPOSALS 2 AND
3.
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MARK
HERE FOR ADDRESS CHANGE
☐
New Address (if
applicable):
_____________________________
IMPORTANT:
Please sign exactly as your name or names appear
on this Proxy. When shares are held jointly, each holder should
sign. When signing as executor, administrator, attorney, trustee or
guardian, please give full title as such. If the signer is a
corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership,
please sign in partnership name by authorized person.
Dated:
________________________, 2017
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(Print
Name of Shareholder and/or Joint Tenant)
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(Signature
of Shareholder)
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(Second
Signature if held jointly)
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TABLE OF CONTENTS