GEE GROUP INC.
10-Ks and 10-Qs
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SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by
the Registrant x
Filed by
a Party other than the Registrant o
Check the
appropriate box:
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o
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Preliminary
Proxy Statement
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o
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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x
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Definitive
Proxy Statement
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o
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Definitive
Additional Materials
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o
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Soliciting
Material under Rule 14a-12
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GENERAL
EMPLOYMENT ENTERPRISES, INC.
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(Name
of Registrant as Specified in its
Charter)
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Payment
of Filing Fee (Check the appropriate box):
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x
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No
fee required.
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o
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction applies:
___________________________________
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(2)
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Aggregate
number of securities to which transaction applies:
__________________________________
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(3)
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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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________________________________________________________
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(4)
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Proposed
maximum aggregate value of transaction:
_________________
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(5)
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Total
fee paid:
_____________________________________________
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o
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Fee
paid previously with preliminary
materials.
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o
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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.
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(1)
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Amount
Previously Paid:
_____________________________________
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(2)
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Form,
Schedule or Registration Statement No.:
_____________________
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(3)
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Filing
Party:
_______________________________________________
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(4)
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Date
Filed:
________________________________________________
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GENERAL
EMPLOYMENT ENTERPRISES, INC.
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
To
be held Monday, March 22, 2010
To
the Shareholders:
You are
cordially invited to attend the Annual Meeting of Shareholders of General
Employment Enterprises, Inc. which will be held in the Conference Center of the
Oakbrook Terrace Tower, First Floor, One Tower Lane, in Oakbrook Terrace,
Illinois 60181, on Monday, March 22, 2010, at 11:00 a.m., local
time. Directions to the meeting can be obtained by contacting the
Company’s Investor Relations Department at One Tower Lane, Suite 2200, Oakbrook
Terrace, Illinois 60181, or by calling (630) 954-0495.
The
purpose of the meeting is:
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1.
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To
elect six directors of the Company;
and
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2.
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To
act upon such other matters as may properly be brought before the
meeting.
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Shareholders
of record at the close of business on January 22, 2010 will be entitled to vote
at the meeting. Whether or not you are able to attend the meeting in
person, please vote as soon as possible. You may vote by signing the
enclosed proxy card and mailing it in the envelope provided.
For more
information about the matters being considered at this meeting, we ask that you
read the Proxy Statement on the following pages. The Company’s 2009
Annual Report to Shareholders is enclosed with the Proxy Statement.
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By
Order of the Board of Directors
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Nancy
C. Frohnmaier
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Secretary
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Oakbrook
Terrace, Illinois
January
28, 2010
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Important Notice Regarding the
Availability of Proxy Materials for the Shareholder Meeting to be Held on
March 22, 2010. The Proxy Statement and the 2009 Annual Report to
Shareholders are available at www.genp.com/ir.htm.
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YOUR
VOTE IS IMPORTANT
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Even
if you plan to attend the Annual Meeting, you are urged to sign, date and
promptly return your proxy in the enclosed postage paid envelope so that
your shares can be voted in accordance with your wishes. If you
attend the meeting, you may vote your shares in person, even though you
have previously signed and returned your proxy. If your shares
are held in the name of a bank or brokerage firm, you should check the
voting instructions of that firm.
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GENERAL
EMPLOYMENT ENTERPRISES, INC.
Oakbrook
Terrace Tower
One
Tower Lane, Suite 2200
Oakbrook
Terrace, Illinois 60181
PROXY
STATEMENT
FOR
THE 2010 ANNUAL MEETING OF SHAREHOLDERS
This
statement and the accompanying proxy card, which are first being sent to
shareholders on approximately January 28, 2010, are being furnished in
connection with a solicitation of proxies by the Board of Directors of General
Employment Enterprises, Inc. (the “Company”), an Illinois corporation, to be
voted at the Annual Meeting of Shareholders to be held on Monday, March 22,
2010, at 11:00 a.m., local time, in the Conference Center of the Oakbrook
Terrace Tower, First Floor, One Tower Lane, Oakbrook Terrace, Illinois
60181.
VOTING
RIGHTS AND SOLICITATION
The
voting securities of the Company entitled to be voted at the Annual Meeting are
the shares of Common Stock, of which there were 13,380,265 outstanding on
January 22, 2010, the record date for the Annual
Meeting. Shareholders are entitled to one vote for each share held
except that, in elections for directors, each shareholder has cumulative voting
rights. When voting cumulatively, each shareholder has the number of
votes equal to the number of directors to be elected (six) multiplied by the
number of his or her shares. Such number of votes may be divided
equally among all nominees, may be cumulated for one nominee, or may be
distributed on any basis among as many nominees as is desired.
Each
proxy that is properly signed and received before the Annual Meeting will,
unless such proxy has been revoked, be voted in accordance with the instructions
on such proxy. If no
instruction is indicated on the proxy card, the shares will be voted for
election of the six nominees for director listed in this proxy
statement. The persons authorized to vote shares represented
by executed proxies in the enclosed form (if authority to vote for the election
of directors is not withheld) will have full discretion and authority to vote
cumulatively and to allocate votes among any or all of the listed nominees for
director as they may determine or, if authority to vote for a specified
candidate or candidates has been withheld, among those nominees for whom
authority to vote has not been withheld. In any case, and
notwithstanding the foregoing, the proxies may be voted for less than the entire
number of nominees if any situation arises which, in the opinion of the proxy
holders, makes such action necessary or desirable.
Quorum
and Vote Required
A quorum
of shareholders is necessary to take action at the Annual Meeting. A
majority of the total outstanding shares of Common Stock of the Company,
represented in person or by proxy, will constitute a quorum for purposes of the
meeting. Abstentions will be treated as shares of Common Stock that
are present for purposes of determining the presence of a
quorum. Directors are elected by the affirmative vote of a majority
of the shares represented at the meeting, in person or by proxy, and entitled to
vote. Withheld votes and abstentions will have the effect of votes
against the directors.
Voting
Procedure, Revoking Proxies
Shareholders
whose shares are registered in their own names may vote by mailing a completed
proxy card as an alternative to voting in person at the Annual
Meeting. To vote by mailing a proxy card, shareholders should sign
and return the enclosed proxy card in the enclosed prepaid and addressed
envelope.
If shares
are registered in the name of a bank or brokerage firm (record holder),
shareholders will receive instructions from their record holder that must be
followed in order for the record holder to vote the shares in accordance with
the shareholder’s instructions. If shares are held through a bank or
brokerage firm and the shareholder wishes to be able to vote in person at the
Annual Meeting, the shareholder must obtain a legal proxy from the brokerage
firm, bank or other holder of record and present it to the inspector of election
with the shareholder’s ballot.
Registered
shareholders may revoke or change a previously delivered proxy at any time
before the Annual Meeting by delivering another proxy with a later date or by
delivering written notice of revocation of their proxy to the Secretary of the
Company at its principal executive offices before the beginning of the Annual
Meeting. Shareholders may also revoke their proxy by attending the
Annual Meeting and voting in person, although attendance at the Annual Meeting
will not, in and of itself, revoke a valid proxy that was previously
delivered. If shares are held through a bank or brokerage firm,
shareholders must contact that bank or brokerage firm to revoke any prior voting
instructions. Shareholders may also vote in person at the Annual
Meeting if a legal proxy is obtained, as described in the preceding
paragraph.
Manner
and Costs of Solicitation
The cost
of preparing, assembling and mailing the proxy materials and of reimbursing
brokers, nominees and fiduciaries for the out-of-pocket expenses of transmitting
copies of the proxy materials to the beneficial owners of shares held of record
by such persons will be borne by the Company. The Company intends to
solicit proxies by the use of mail, but certain officers and regular employees
of the Company or its subsidiary, without additional compensation, may use their
personal efforts by telephone or otherwise, to obtain proxies. The
Company also reserves the right to retain and compensate a professional
solicitor to assist in the solicitation of proxies.
2
ELECTION
OF DIRECTORS
Six
directors are to be elected at the Annual Meeting, to serve until the 2011
Annual Meeting of Shareholders, or until their successors are elected and
qualified. Proxies will be voted, unless otherwise indicated, for the
election of the nominees named below. The persons authorized to vote
shares represented by executed proxies in the enclosed form (if authority to
vote for the election of directors is not withheld) will have full discretion
and authority to vote cumulatively and to allocate votes among any or all of the
listed nominees for director as they may determine or, if authority to vote for
a specified candidate or candidates has been withheld, among those nominees for
whom authority to vote has not been withheld. In any case, and
notwithstanding the foregoing, the proxies may be voted for less than the entire
number of nominees if any situation arises which, in the opinion of the proxy
holders, makes such action necessary or desirable.
Director
Nominees
The
following information is furnished with respect to each nominee for election as
a director. Each nominee has agreed to serve, if elected.
DENNIS W. BAKER, age 63 –
Director of the Company since 2000. Formerly with CF Industries
Holdings, Inc., Long Grove, Illinois, where he had been employed for more than
30 years in various financial capacities, and was Treasurer when he retired in
April of 2007.
HERBERT F. IMHOFF, JR., age 60
– Director of the Company since 1986. Mr. Imhoff retired from the
positions of Chairman of the Board, Chief Executive Officer and President of the
Company on July 1, 2009, positions he held since 2001. He previously served as
Executive Vice President from 1986 to 2001, and as General Counsel from 1982 to
2009.
STEPHEN B. PENCE, age 55 –
Director of the Company since July 1, 2009, is a retired colonel from the United
States Army Reserve, where he served as a federal military judge, and is also of
counsel with Martin, Ogburn & Zipperle, in Louisville, Kentucky, assisting
clients involved in human resource staffing and workers' compensation insurance.
In 2001, Mr. Pence was nominated by President Bush and confirmed by the U.S.
Senate to the position of United States Attorney for the Western District of
Kentucky. From 2003 to 2007, Mr. Pence served as Lieutenant Governor of
Kentucky, which included roles as the Secretary of the Justice and Public Safety
Cabinet and Commissioner of State Police.
CHARLES W. B. WARDELL III, age
56 – Director of the Company since July 1, 2009, served as Senior Advisor to the
Chief Executive Officer of Korn/Ferry International, a multi-national executive
recruitment service with currently more than 90 offices in 40 countries, from
1992 through 2007. Between 1990 and 1992, Mr. Wardell operated as President of
Nordeman Grimm, a New York based boutique executive placement firm with
specialization on placement with marketing and financial services companies. In
1978, he joined American Express as Special Assistant to the Chief Executive
Officer, although he also held roles, between 1978 and 1990, of Regional Vice
President and General Manager of American Express Company Middle East and Senior
Vice President and Chief Operating Officer of Global Private Banking at American
Express International Banking Corporation. His experience also encompasses
Senior Vice President, both at Travelers and Mastercard International, as well
as Executive Vice President of Diners Club at Citicorp.
THOMAS C. WILLIAMS, age 49 –
Director of the Company since July 9, 2009, is
acting Vice Chairman of Capital Management of Bermuda (previously Travelers of
Bermuda), a company providing pension benefits for expatriates who have worked
outside the U.S. and accrued benefits towards their retirement which are not
covered by their domestic pension plans. Additionally, Mr. Williams is the CEO
of Innova Insurance Ltd., a Bermuda based insurer, which provides extension risk
to the Capital Markets on life insurance related assets.
3
SALVATORE J. ZIZZA, age 64 –
Director of the Company since January 8, 2010, named Chief Executive Officer
December 23, 2009. Mr. Zizza served as the President and Treasurer of
Initial Acquisition Corp., from 1992 until March 1997, at which time Initial
Acquisition Corp. merged with Hollis-Eden Pharmaceuticals. He has
served Hollis-Eden as a member of the board of directors since March 1997 and
the non-executive Chairman of the board of directors since March 2009. Mr. Zizza
is presently Chairman of Metropolitan Paper Recycling, Inc. and also the
Chairman of Bethlehem Advanced Materials. Mr. Zizza was President and Chief
Financial Officer of NICO Construction Company, Inc. until 1985, when NICO
merged with The LVI Group, Inc. Prior to joining The LVI Group, Inc., Mr. Zizza
was an independent financial consultant and had been a lending officer for
Chemical Bank. In addition to the aforementioned, Mr. Zizza’s current and former
directorships include: The Gabelli Equity Trust (NYSE), The Gabelli Asset Fund,
The Gabelli Growth Fund, The Gabelli Convertible and Income Securities Fund, The
Gabelli Utility Trust Fund (NYSE), The Gabelli Global Multimedia Trust (NYSE),
The Gabelli Equity Series Fund, The Gabelli Dividend and Income Trust, The
Gabelli Gold Fund, the Gabelli International Growth Fund, The Gabelli Global
Gold Natural Resources, Westwood Funds, Earl Scheib Inc (NASDAQ), and St.
David’s School.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION
OF
EACH OF THE INDIVIDUALS NOMINATED FOR ELECTION AS A DIRECTOR.
4
DIRECTORS
AND EXECUTIVE OFFICERS
Executive
Officers
The
executive officers of the Company are as follows:
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Name
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Age
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Position
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Salvatore
J. Zizza
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64
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Chief
Executive Officer
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Marilyn
L. White
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59
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Vice
President
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Kent
M. Yauch
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63
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Vice
President, Chief Financial Officer and
Treasurer
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Ms. White
was elected Vice President in 1996, and is responsible for the Company’s branch
operations.
Mr. Yauch
has served the Company as Chief Financial Officer and Treasurer since 1996 and
additionally as Vice President since 2001. He held the position of
Treasurer and Controller from 1991 until 1996, and he served as a member of the
Company’s Board of Directors from 2001 until 2009.
All
executive officers are elected annually by the Board of Directors at the first
meeting of the board held following each Annual Meeting of Shareholders, and
they hold office until their successors are elected and qualified.
There are
no family relationships between any executive officer, director or person
nominated to become a director of the Company.
Compliance
with Section 16(a) of the Exchange Act
Directors
and officers of the Company are required to report to the Securities and
Exchange Commission, by a specified date, their transactions related to General
Employment Enterprises, Inc. Common Stock. Based solely on a review
of the copies of these reports furnished to the Company and written
representation from the reporting persons, the Company believes that during the
2009 fiscal year, certain directors and officers failed to file, on a timely
basis, reports required by Section 16(a) of the Exchange Act. Ronald
E. Heineman failed to file a Form 4 to report one stock option
award. Edward O. Hunter was late filing a Form 3 and a Form 4 to
report one stock option award. Thomas G. Kosnik was late filing a
Form 3 and a Form 4 to report one stock option award. Jerry Lancaster
was late filing a Form 3. Stephen B. Pence was late filing a Form 3
and failed to file a Form 4 to report one stock option award. Charles
W. B. Wardell III failed to file a Form 3 and failed to file a Form 4 to report
one stock option award. Thomas C. Williams was late filing a Form 3
and a Form 4 to report one stock option award. Salvatore J. Zizza was
late filing a Form 3.
CORPORATE
GOVERNANCE
The Audit
Committee is presently composed of three non-employee
directors: Dennis W. Baker (Chairman), Charles W. B. Wardell III and
Thomas C. Williams. The Board of Directors has determined that Mr.
Baker and Mr. Williams are each an “audit committee financial expert” as defined
by rules of the Securities and Exchange Commission.
DIRECTOR
INDEPENDENCE
The Board
of Directors has determined that each director and each nominee for director,
other than Mr. Imhoff, Jr. and Mr. Zizza, is an independent director under the
listing standards of the NYSE Amex stock exchange. In addition, the
Board of Directors has determined that each current member of the Audit
Committee meets the additional independence criteria required for audit
committee membership under the listing standards of the NYSE Amex stock exchange
and Rule 10A-3 of the Securities Exchange Act of 1934.
5
BOARD
OF DIRECTORS AND ITS COMMITTEES
Board
and Committee Meetings
The Board
of Directors meets on a regularly scheduled basis to review significant
developments affecting the Company and to act on matters requiring Board
approval. It also holds special meetings when an important matter
requires Board action between scheduled meetings. The Board held 15
meetings during the last fiscal year. No director of the Company
attended fewer than 75% of the total meetings of the Board and Committees on
which such Board members served during this period.
The
members of the Board of Directors are expected to attend the Company’s Annual
Meeting of Shareholders. All of the director nominees were present at
the prior year’s Annual Meeting, which was held on February 23,
2009.
There are
three standing committees of the Board of Directors, which are the Nominating
Committee, the Audit Committee and the Compensation Committee.
Nominating
Committee
The
functions of the Nominating Committee are to assist the Board of Directors in
identifying, interviewing and recommending to the Board of Directors qualified
candidates to fill positions on the board. The Nominating Committee
met three times during fiscal 2009.
In
evaluating candidates to serve on the Company’s Board of Directors,
consideration is given to the level of experience, financial literacy and
business acumen of the candidate. In addition, qualified candidates
for director are those who, in the judgment of the committee, have significant
decision-making responsibility, with business, legal or academic
experience. The Nominating Committee will consider recommendations
for board candidates that are received from various sources, including directors
and officers of the Company, other business associates and shareholders, and all
candidates will be considered on an equal basis, regardless of
source.
Shareholders
may contact the Nominating Committee to make such recommendations by writing in
care of the Secretary of the Company, at One Tower Lane, Suite 2200, Oakbrook
Terrace, Illinois 60181. Submissions must include: (a) a statement
that the writer is a shareholder and is proposing a candidate for consideration
by the Nominating Committee; (b) the name, address and number of shares
beneficially owned by the shareholder; (c) the name, address and contact
information of the candidate being recommended; (d) a description of the
qualifications and business experience of the candidate; (e) a statement
detailing any relationships between the candidate and the Company and any
relationships or understandings between the candidate and the proposing
shareholder; and (f) the written consent of the candidate that the candidate is
willing to serve as a director if nominated and elected.
In
connection with director nominees for the 2010 Annual Meeting, each director
nominee was recommended by Mr. Pence, Chairman of the Board and sole member of
PSQ, LLC, the largest shareholder of the Company’s common stock.
The
Nominating Committee is presently composed of three non-employee
directors: Thomas C. Williams (Chairman), Dennis W. Baker, and
Charles W. B. Wardell III. The Board of Directors has adopted a
written charter for the Nominating Committee, a copy of which was attached as an
appendix to the proxy statement prepared in connection with the February 25,
2008 Annual Meeting of Shareholders.
Audit
Committee
The Audit
Committee is primarily concerned with the effectiveness of the Company’s
accounting policies and practices, its financial reporting and its internal
accounting controls. In addition, the Audit Committee reviews and
approves the scope of the annual audit of the Company’s books, reviews the
findings and recommendations of the independent registered public accounting
firm at the completion of their audit, and approves annual audit fees and the
selection of an auditing firm. The Audit Committee met five times
during fiscal 2009. In addition, the Chairman of the Audit Committee
participated in three quarterly meetings in fiscal 2009, to review earnings
press releases and the Company’s filings on Form 10-Q with members of management
and the Company’s independent registered public accounting
firm.
6
The Board
of Directors has adopted a written charter for the Audit Committee, a copy of
which was attached as an appendix to the proxy statement prepared in connection
with the February 23, 2009 Annual Meeting of Shareholders.
Compensation
Committee
The
Compensation Committee has the sole responsibility for approving and evaluating
the officer compensation plans, policies and programs. It may not
delegate this authority. It meets as often as necessary to carry out its
responsibilities. The committee has the authority to retain
compensation consultants, but has not done so. The Compensation
Committee met six times during fiscal 2009.
In the
past, the committee has met each September to consider the compensation of the
Company’s executive officers, including the establishment of base salaries and
performance targets for the succeeding year, and the consideration of stock
option awards. Management provides the committee with such
information as may be requested by the committee, which in the past has included
historical compensation information of the executive officers, tally sheets,
internal pay equity statistics, and market survey data. Under the
guidelines of the NYSE Amex stock exchange, the chief executive officer may not
be present during the committee’s deliberations regarding his
compensation. If requested by the committee, the chief executive
officer may provide recommendations regarding the compensation of the other
officers.
The
Compensation Committee also has the responsibility to make recommendations to
the Board of Directors regarding the compensation of directors.
The
Compensation Committee is presently composed of three non-employee
directors: Charles W. B. Wardell III (Chairman), Dennis W. Baker, and
Thomas C. Williams. The Board of Directors has adopted a written
charter for the Compensation Committee, a copy of which is attached as an
appendix to this proxy statement.
Shareholder
Communications
The Board
of Directors has established a procedure by which shareholders of the Company
can communicate with the Board of Directors. Shareholders interested
in communicating with the Board as a group or with individual directors may do
so, in writing. Correspondence to the directors should be sent by
regular mail c/o the Secretary, General Employment Enterprises, Inc., One Tower
Lane, Suite 2200, Oakbrook Terrace, Illinois 60181. Any such
correspondence will be reviewed by the Secretary, who will then forward it to
the appropriate parties. Communications that are solicitations or
deemed to be irrelevant to the Board’s responsibilities may be discarded, at the
discretion of the Secretary.
Nominations
for Directors
The
By-Laws of the Company establish procedures for the nomination of candidates for
election to the Board of Directors. The By-Laws provide that the
nominations may be made by the Board of Directors or by a committee appointed by
the Board of Directors. Any shareholder entitled to vote in the
election of directors generally may make nominations for the election of
directors to be held at an Annual Meeting of Shareholders, provided that such
shareholder has given actual written notice of his intent to make such
nomination or nominations to the Secretary of the Company not less than ninety
days nor more than one hundred twenty days prior to the anniversary date of the
immediately preceding Annual Meeting of Shareholders. Each such
notice must set forth (a) the name and address of the shareholder who intends to
make the nomination and of the person or persons to be nominated; (b) a
representation that the shareholder is a holder of record of stock of the
Company entitled to vote at such meeting and intends to appear in person or by
proxy at the meeting to nominate the person or persons specified in the notice;
(c) a description of all arrangements or understandings involving any two or
more of the shareholders, each such nominee and any other person or persons
(naming such person or persons) pursuant to which the nomination or nominations
are to be made by the shareholder or relating to the Company or its securities
or to such nominee’s service as a director if elected; (d) such other
information regarding such nominee proposed by such shareholder as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission had the nominee been nominated, or
intended to be nominated, by the Board of Directors; and (e) the consent of each
nominee to serve as a director of the Company, if so elected.
7
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Listed in
the following table is information concerning persons known to the Company to be
beneficial owners of more than five percent of the Company’s outstanding Common
Stock, and information concerning the beneficial ownership of the Company’s
outstanding Common Stock by each director, director nominee and named executive
officer, as defined below, individually, and by all current directors and
executive officers as a group. Unless noted otherwise, the named
persons have sole voting and dispositive power over the shares
listed. Except as noted otherwise, the information is as of January
22, 2010.
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Name
and Address
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Amount
and Nature of
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||||
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of
Beneficial Owner
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Beneficial
Ownership
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Percent
of Class
|
|||
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PSQ,
LLC
Stephen
B. Pence
Hurstbourne
Place, Suite 1205
9300
Shelbyville Road
Louisville,
KY 40222
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9,735,287
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(1)
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72.8%
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||
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Herbert
F. Imhoff, Jr.
One
Tower Lane, Suite 2200
Oakbrook
Terrace, IL 60181
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939,324
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(2)
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7.0
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||
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Dennis
W. Baker
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45,000
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(3)
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*
|
||
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Ronald
E. Heineman
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150,000
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(4)
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1.1
|
||
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Charles
W.B. Wardell
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10,000
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*
|
|||
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Thomas
C. Williams
|
—
|
—
|
|||
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Marilyn
L. White
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108,598
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(4)
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*
|
||
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Kent
M. Yauch
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103,505
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(5)
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*
|
||
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Salvatore
J. Zizza
|
—
|
—
|
|||
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All
current directors and executive officers as a group (9
individuals)
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11,091,714
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(6)
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80.6%
|
||
* Represents
less than 1%.
|
(1)
|
Mr.
Pence beneficially owns the shares held by PSQ, LLC as its sole managing
member.
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|
(2)
|
Includes
500,000 shares of common stock which were approved for issuance to Mr.
Imhoff pursuant to his Consulting Agreement with the Company which became
effective as of July 1, 2009.
|
|
(3)
|
Includes
15,000 option shares exercisable within 60 days of the record
date.
|
|
(4)
|
Represents
option shares exercisable within 60 days of the record
date.
|
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(5)
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Includes
99,505 option shares exercisable within 60 days of the record
date.
|
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(6)
|
Includes
500,000 shares of common stock which were approved for issuance to Mr.
Imhoff pursuant to his Consulting Agreement with the Company which became
effective as of July 1, 2009, and includes 373,103 shares exercisable by
members of the group within 60
days.
|
8
EXECUTIVE
COMPENSATION
Summary
Compensation Table
The
following table summarizes all compensation awarded to, earned by or paid to all
individuals serving as the Company’s principal executive officer or its
principal financial officer during the most recent fiscal year, and the next
most highly compensated executive officer, who was serving as an executive
officer at the end of the most recent fiscal year for all services rendered to
the Company during the three most recent fiscal years. These
individuals are referred to throughout this proxy statement as the “named
executive officers.”
Summary
Compensation Table
|
Name
and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
$
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compen-
sation
($)
|
All
Other Compen-
sation
($)
|
Total
($)
|
||||||||||||||||||||||||
|
Ronald
E. Heineman (1)
|
2009
|
–– | –– | –– | 43,500 | –– | –– | 43,500 | ||||||||||||||||||||||||
|
Chief
Executive Officer
|
||||||||||||||||||||||||||||||||
|
and
President
|
||||||||||||||||||||||||||||||||
|
Herbert
F. Imhoff, Jr. (1)
|
2009
|
337,981 | –– | 280,000 | –– | –– | 58,920 | 676,901 | ||||||||||||||||||||||||
|
Former
Chairman of the Board,
|
2008
|
450,000 | –– | –– | 7,500 | –– | 67,239 | 524,739 | ||||||||||||||||||||||||
|
Chief
Executive Officer
|
2007
|
450,000 | –– | –– | 22,500 | 6,103 | 64,438 | 543,041 | ||||||||||||||||||||||||
|
and
President
|
||||||||||||||||||||||||||||||||
|
Kent
M. Yauch
|
2009
|
180,000 | –– | –– | 11,742 | –– | 14,579 | 206,321 | ||||||||||||||||||||||||
|
Vice
President,
|
2008
|
190,000 | –– | –– | 8,700 | –– | 23,188 | 221,888 | ||||||||||||||||||||||||
|
Chief
Financial Officer
|
2007
|
180,000 | 10,000 | –– | 11,250 | –– | 21,888 | 223,138 | ||||||||||||||||||||||||
|
and
Treasurer
|
||||||||||||||||||||||||||||||||
|
Marilyn
L. White
|
2009
|
177,500 | –– | –– | 9,481 | –– | 14,975 | 201,956 | ||||||||||||||||||||||||
|
Vice
President
|
2008
|
200,000 | –– | –– | 8,700 | –– | 23,957 | 232,657 | ||||||||||||||||||||||||
|
2007
|
190,000 | –– | 11,250 | 12,180 | 22,624 | 236,054 | ||||||||||||||||||||||||||
(1) Mr.
Heineman became the Company’s Chief Executive Officer and President, and Mr.
Imhoff, Jr. resigned from those positions, as of July 1, 2009. Mr.
Heineman resigned from those positions as of December 23, 2009.
Employment
Agreements
Effective
July 1, 2009, the Company entered into employment agreements with Mr. Yauch and
Ms. White that have two-year terms and provide for annual salaries of $150,000
for each of them.
Consulting
Agreement
In
connection with the completion of the sale of shares of common stock to PSQ,
LLC, Mr. Imhoff, Jr. resigned from those positions and his employment agreement
with the Company was replaced by a new consulting agreement. Under
the consulting agreement, the Company became obligated to pay an annual
consulting fee of $180,000 over a five-year period and to issue 500,000 shares
of common stock to the former CEO for no additional consideration.
Stock
Awards
The stock
awards column reflects the value of shares awarded. The value of
common shares issued to Mr. Imhoff, Jr. during fiscal 2009 under his consulting
agreement was based on a quoted market price of $0.56 per share on the date of
the award.
9
Option
Awards
The
option awards column represents the amount of compensation expense recognized
during the fiscal year under FASB Statement of Financial Accounting Standards
No. 123 (revised 2004), “Share-Based Payment,” with respect to options granted
in fiscal 2009 and prior years. Compensation expense is measured as
the fair value of the stock options on the date of grant and is amortized over
the vesting periods. The methods and assumptions used to determine
the fair value of stock options granted are disclosed in “Stock Option Plans” in
the notes to consolidated financial statements in the Company’s Annual Report
for fiscal 2009 accompanying this proxy statement.
All stock
options awarded to the named executive officers during fiscal 2009 were at
option prices that were equal to the market price on the date of grant, had
vesting dates one year or less after the date of grant, and had expiration dates
ten years after the date of grant.
Non-Equity
Incentive Plan Compensation
The
Company has two incentive compensation plans designed to provide annual
performance-based incentives to certain named executive officers. The
non-equity incentive plan compensation column represents cash awards earned by
the named executive officers for performance during the fiscal year under the
Chief Executive Officer Bonus Plan and the Operational Vice President Bonus
Plan.
During
fiscal years 2007 through 2009, Mr. Imhoff, Jr. participated in the Company’s
Chief Executive Officer Bonus Plan. Under the plan, the executive is
eligible to receive an annual cash bonus equal to a percentage of his base
salary in effect during the year. The percentage is determined by
reference to a combination of two factors: (1) the Company’s consolidated income
before income taxes for the fiscal year, to the extent that it exceeds an annual
threshold amount, and (2) the amount of improvement in such income compared with
the preceding fiscal year. The annual threshold amount is determined
by the Compensation Committee prior to the beginning of each fiscal
year. The cash bonus is required to be paid to the executive within
2.5 months of the close of the Company’s fiscal year.
During
fiscal years 2007 through 2009, Ms. White participated in the Company’s
Operational Vice President Bonus Plan. Under the plan, the executive
is eligible to receive an annual cash bonus equal to a percentage of her base
salary in effect during the year. The percentage is determined by
reference to a combination of two factors: (1) the income before income taxes of
the operating divisions supervised by the executive for the fiscal year, to the
extent that it exceeds an annual threshold amount, and (2) the amount of
improvement in such income compared with the preceding fiscal
year. The annual threshold amount is determined by the Compensation
Committee prior to the beginning of each fiscal year. The cash bonus
is required to be paid to the executive within 2.5 months of the close of the
Company’s fiscal year.
All
Other Compensation
The all
other compensation column includes contributions to the Executive Retirement
Plan, amounts paid to Mr. Imhoff, Jr. under the Company’s consulting agreement
and other items, as follows:
|
Name
|
Year
|
Executive
Retirement
Plan
($)
|
Consulting
Fees
($)
|
Perquisites
|
Other
($)
|
Total
($)
|
||||||||||||||||||
|
Herbert
F. Imhoff, Jr.
|
2009
|
11,250 | 45,000 | — | 2,670 | 58,920 | ||||||||||||||||||
|
2008
|
45,000 | — | 18,015 | 4,224 | 67,239 | |||||||||||||||||||
|
2007
|
45,000 | — | 15,289 | 4,149 | 64,438 | |||||||||||||||||||
|
Kent
M. Yauch
|
2009
|
12,159 | — | — | 2,420 | 14,579 | ||||||||||||||||||
|
2008
|
19,000 | — | — | 4,188 | 23,188 | |||||||||||||||||||
|
2007
|
18,000 | — | — | 3,888 | 21,888 | |||||||||||||||||||
|
Marilyn
L. White
|
2009
|
12,992 | — | — | 1,983 | 14,975 | ||||||||||||||||||
|
Vice
President
|
2008
|
20,000 | — | — | 3,957 | 23,957 | ||||||||||||||||||
|
2007
|
19,000 | — | — | 3,624 | 22,624 | |||||||||||||||||||
In the
table above, perquisites represent the cost of a company-provided vehicle, and
the “other” column includes contributions to the Company’s 401(k) Incentive
Savings Plan.
10
Outstanding
Equity Awards at Fiscal Year-End
The
following table sets forth information concerning outstanding stock options held
by each of the named executive officers as of September 30, 2009. At
that date, there were no outstanding stock awards.
Outstanding
Equity Awards at Fiscal Year-End – Option Awards
|
Number
of Securities
Underlying
Unexercised
Options
(#)
|
Option
|
Option
|
|||||||||||||
|
Name
|
Exercisable
|
Unexercisable
|
Exercise
Price ($)
|
Expiration
Date
|
|||||||||||
|
Ronald
E. Heineman
|
150,000 | –– | 0.56 |
4/23/10
|
|||||||||||
|
Kent
M. Yauch
|
10,000 | –– | 1.25 |
9/30/11
|
|||||||||||
| 29,444 | –– | 0.86 |
8/4/12
|
||||||||||||
| 20,000 | –– | 1.63 |
9/24/16
|
||||||||||||
| 15,000 | –– | 1.61 |
9/23/17
|
||||||||||||
| 12,561 | 0.40 |
11/23/18
|
|||||||||||||
| 12,500 | 12,500 | (1) | 0.56 |
6/30/19
|
|||||||||||
|
Marilyn
L. White
|
10,000 | –– | 1.25 |
9/30/11
|
|||||||||||
| 51,098 | –– | 0.86 |
8/4/12
|
||||||||||||
| 20,000 | –– | 1.63 |
9/24/16
|
||||||||||||
| 15,000 | –– | 1.61 |
9/23/17
|
||||||||||||
| 12,500 | 12,500 | (1) | 0.56 |
6/30/19
|
|||||||||||
(1) The
option vesting date is July 1, 2010.
Retirement
Benefits
The
Company does not maintain a tax-qualified defined benefit retirement plan for
any of its executive officers or employees. The Company has a 401(k)
retirement plan in which all full-time employees may participate after one year
of service. In addition, the Company had an Executive Retirement
Plan, which was a nonqualified deferred compensation plan in which all of the
named executive officers except Mr. Heineman participated. It was
designed to comply with section 409A of the Internal Revenue Code. Under the
plan, the Company contributed a percentage of each participant’s earnings to a
rabbi trust under a defined contribution arrangement. The
participants directed the investments of the trust, and the Company did not
guarantee investment performance. Distributions were payable in
accordance with elections made in advance by participants,
and generally occurred upon the participant’s separation from service
or upon specified distribution dates. The plan was terminated during fiscal 2009
due to a change in control of the Company that occurred during the year, and all
account balances ware paid to participants.
Potential
Payments upon Termination of Employment or Change in Control
The
Company has individual employment agreements with Ms. White and Mr.
Yauch. Each executive’s agreement has a two-year term beginning July
1, 2009. If the executive’s employment were to be terminated by the
Company for any reason other than “cause,” the executive would be entitled to
receive continued payments for the remainder of the two-year contract
period.
11
Compensation
of Directors
Under the
Company’s standard compensation arrangements that were in effect during fiscal
2009, each non-employee director received a monthly retainer of $2,000, and the
chairman of the Audit Committee received an additional monthly retainer of $500
through July 2009. Directors did not receive any additional
compensation for attendance at meetings of the board or its
committees. Employees of the Company did not receive any additional
compensation for service on the Board of Directors.
The
following table sets forth information concerning the compensation paid to each
of the non-employee directors during fiscal 2009:
Director
Compensation
|
Name
|
Fees
Earned
or
Paid in Cash
($)
|
Option
Awards*
($)
|
Total
($)
|
||||||||||
|
Dennis
W. Baker
|
28,500 | 3,313 | 31,813 | ||||||||||
|
Sheldon
Brottman (1)
|
18,000 | 3,313 | 21,313 | ||||||||||
|
Andrew
Dailey (2)
|
10,000 | 3,313 | 13,313 | ||||||||||
|
Delain
G. Danehey (2)
|
10,000 | 3,313 | 13,313 | ||||||||||
|
Edward
O. Hunter (1)
|
8,000 | 2,250 | 10,250 | ||||||||||
|
Herbert
F. Imhoff, Jr.
|
6,000 | — | 6,000 | ||||||||||
|
Thomas
G. Kosnik (1)
|
8,000 | 2,250 | 10,250 | ||||||||||
|
Stephen
B. Pence
|
6,000 | — | 6,000 | ||||||||||
|
Charles
W. B. Wardell III
|
6,000 | — | 6,000 | ||||||||||
|
Thomas
C. Williams
|
6,000 | — | 6,000 | ||||||||||
*The
aggregate number of outstanding option awards at the end of fiscal 2009 were as
follows for each of the non-employee directors: Mr. Baker – 30,000;
Mr. Brottman – 40,731; Mr. Danehey – 28,731; Mr. Hunter – 15,000; Mr. Imhoff,
Jr. – 15,000; Mr. Pence – 15,000; Mr. Wardell – 15,000; and Mr. Williams –
15,000.
(1)
Retired from the Board of Directors on July 1, 2009.
(2)
Retired from the Board of Directors on February 23, 2009.
Option
Awards
The
option awards column represents the amount of compensation expense recognized
during the fiscal year under FASB Statement of Financial Accounting Standards
No. 123 (revised 2004), “Share-Based Payment,” with respect to options granted
in fiscal 2009 and prior years. Compensation expense is measured as
the fair value of the stock options on the date of grant and is amortized over
the vesting periods. The methods and assumptions used to determine
the fair value of stock options granted are disclosed in “Stock Option Plans” in
the notes to consolidated financial statements in the Company’s Annual Report
for fiscal 2009 accompanying this proxy statement.
All stock
options awarded to the non-employee directors during fiscal 2009 were at option
prices that were equal to the market price on the date of grant, had vesting
dates from one to five years after the date of grant, and had expiration dates
ten years after the date of grant.
12
REPORT
OF THE AUDIT COMMITTEE
The Audit
Committee oversees the Company’s financial reporting process on behalf of the
Board of Directors. The Company’s management has the primary
responsibility for the financial statements, for maintaining effective internal
control over financial reporting, and for assessing the effectiveness of
internal control over financial reporting. In fulfilling its
oversight responsibilities, the Committee reviewed and discussed the audited
consolidated financial statements in the Annual Report with Company management,
including a discussion of the quality, not just the acceptability, of the
accounting principles; the reasonableness of significant judgments; and the
clarity of disclosures in the financial statements.
The
Committee reviewed with the independent registered public accounting firm, which
is responsible for expressing an opinion on the conformity of those audited
consolidated financial statements with U.S. generally accepted accounting
principles, its judgments as to the quality, not just the acceptability, of the
Company’s accounting principles and such other matters as are required to be
discussed with the Committee by Statement on Auditing Standards No. 61, Communication With Audit
Committees (as amended), and by the Public Company Accounting Oversight
Board (United States) in Rule 3200T. In addition, the Committee has
discussed with the independent registered public accounting firm the firm’s
independence from Company management and the Company, including the matters in
the letter from the firm required by Rule 3526 of the Public Company Accounting
Oversight Board, and considered the compatibility of non-audit services with the
independent registered public accounting firm’s independence.
The
Committee discussed with the Company’s independent registered public accounting
firm the overall scope and plans for their audit. The Committee met
with the independent registered public accounting firm, with and without
management present, to discuss the results of their examinations; their
evaluations of the Company’s internal control; and the overall quality of the
Company’s financial reporting.
In
reliance on the reviews and discussions referred to above, the Committee
recommended to the Board of Directors, and the Board has approved, that the
audited consolidated financial statements be included in the Annual Report on
Form 10-K for the year ended September 30, 2009, filed by the Company with the
Securities and Exchange Commission. The Committee selected the
Company’s independent registered public accounting firm for the year ending
September 30, 2009.
The
Committee is governed by a charter. The Committee held five meetings
during fiscal year 2009. The Committee is comprised solely of
independent directors as defined by the NYSE Amex stock exchange listing
standards and Rule 10A-3 of the Securities Exchange Act of 1934.
Audit
Committee of the Board of Directors
Dennis W.
Baker, Committee
Chair
Thomas C.
Williams
Charles
W. B. Wardell III
INDEPENDENT
PUBLIC ACCOUNTANTS
The Audit
Committee of the Company’s Board of Directors has selected BDO Seidman, LLP to
serve as the Company’s independent registered public accounting firm and to
audit the Company’s consolidated financial statements for the fiscal year ending
September 30, 2010. BDO Seidman, LLP has served as the Company’s
independent registered public accounting firm since fiscal 2004.
A
representative of BDO Seidman, LLP is expected to be present at the Annual
Meeting to respond to appropriate questions and to make a statement if
desired.
13
PRINCIPAL
ACCOUNTANT FEES
The
following table presents fees billed or expected to be billed by BDO Seidman,
LLP for professional services rendered for the audit of the Company’s financial
statements for the fiscal years ended September 30, 2009 and 2008, and fees
billed by BDO Seidman, LLP during those years for other professional
services:
|
|
2009
|
2008
|
||||||
|
|
||||||||
|
Audit
fees
|
$ | 158,000 | $ | 85,000 | ||||
|
Audit-related
fees
|
18,000 | 8,000 | ||||||
|
Tax
fees
|
— | — | ||||||
|
All
other fees
|
— | — | ||||||
“Audit
fees” relate to services rendered for the audit of the Company’s consolidated
financial statements for the fiscal year and for reviews of the interim
consolidated financial statements included in the Company’s quarterly reports
filed with the Securities and Exchange Commission.
“Audit-related
fees” relate to services rendered that are reasonably related to the audit of
the Company’s consolidated financial statements and are not included in “audit
fees.” These services include audits of the Company’s 401(k)
retirement plan and consultations on certain accounting matters.
The Audit
Committee’s policy is to pre-approve all audit and non-audit services provided
by the independent registered public accounting firm, and to not engage them to
perform the specific non-audit services proscribed by law or
regulation. At the beginning of each fiscal year, the Audit Committee
meets with the independent registered public accounting firm and approves the
fees and services to be performed for the ensuing year. On a
quarterly basis, the Audit Committee reviews the fees billed for all services
provided for the year to date, and it pre-approves additional services if
necessary. The committee’s pre-approval policies allow management to
engage the independent registered public accounting firm for consultations on
tax or accounting matters up to an aggregate of $10,000 annually. All
fees listed in the table above were approved in accordance with the Audit
Committee’s policies.
OTHER
MATTERS
Proposals
of Shareholders
In order
to be considered for inclusion in the Proxy Statement for the 2011 Annual
Meeting of Shareholders, any shareholder proposal to take action at that meeting
must be received by the Company at its address hereinabove, on or before
September 30, 2010. Any such proposal will be subject to the
requirements of the proxy rules adopted under the Securities Exchange Act of
1934.
In
addition, any shareholder wishing to bring business before an annual meeting
must comply with certain provisions in the Company’s By-Laws. The
Company’s By-Laws establish an advance notice procedure with regard to certain
matters to be brought before an annual meeting of shareholders of the Company
other than by or at the direction of the Board of Directors of the
Company. Such notice generally must be delivered to or mailed to and
received at the principal executive offices of the Company not less than ninety
days nor more than one hundred twenty days prior to the anniversary date of the
immediately preceding annual meeting of shareholders. The shareholder
must also comply with certain other provisions set forth in the Company’s
By-Laws relating to the bringing of business before an annual
meeting. For a copy of the Company’s By-Laws, which includes the
provisions relating to the bringing of business before an annual meeting, an
interested shareholder should contact the Secretary of the Company, in writing,
at Oakbrook Terrace Tower, One Tower Lane, Suite 2200, Oakbrook Terrace,
Illinois 60181.
14
Availability
of Form 10-K
The
Company will furnish, upon request and without charge to each shareholder from
whom it solicits proxies, a copy of its current annual report on Form 10-K,
without exhibits, filed with the Securities and Exchange
Commission. Requests should be in writing and addressed
to:
|
Investor
Relations Department
|
|
|
General
Employment Enterprises, Inc.
|
|
|
Oakbrook
Terrace Tower
|
|
|
One
Tower Lane, Suite 2200
|
|
|
Oakbrook
Terrace, Illinois 60181
|
|
|
or
e-mail to invest@genp.com
|
Other
Business
At the
date of this Proxy Statement, the Board of Directors is not aware of any
matters, other than those stated above, that may be brought before the
meeting. However, if any other matters shall properly come before the
meeting, it is the intention of the persons named in the enclosed form of proxy
to vote such proxy in accordance with their best judgment on such
matters.
15
APPENDIX
A
GENERAL
EMPLOYMENT ENTERPRISES, INC.
COMPENSATION
COMMITTEE CHARTER
August
6, 2007
Committee’s
Purpose
The
Compensation Committee (the “Committee”) is appointed by the Board of Directors
(the “Board”) to discharge the Board’s responsibilities relating to compensation
of the Company’s directors and officers. The Committee has overall
responsibility for approving and evaluating the director and officer
compensation plans, policies and programs of the Company.
Committee
Membership and Meetings
The
Committee shall consist of no fewer than three members. The members of the
Committee shall meet the independence requirements of the American Stock
Exchange and the Securities and Exchange Commission and shall be outside
directors within the meaning of section 162(m) of the Internal Revenue
Code.
The
members of the Committee shall be directors of the Company and shall be elected
by the Board. The Board shall also designate a Committee
Chairperson. Committee members shall serve for a period of one year
unless a member resigns or is replaced by the Board. Committee
members may be removed by a majority vote of the Board.
The
Committee shall meet as often as necessary to carry out its
responsibilities. Meetings shall be called by the Chairperson of the
Committee. A majority of the members shall constitute a quorum, and a
majority of the members present shall be required to act on Committee
business. The Committee may take action in the absence of a meeting
by unanimous written consent of all members.
The
Chairperson of the Committee shall be responsible for scheduling meetings,
establishing agendas and conducting the meetings of the
Committee. Minutes for all meetings shall be prepared to document the
Committee’s discharge of its responsibilities, and the minutes shall be approved
by the Committee members.
The
Committee shall determine which officers of the Company or other visitors to
invite to the Committee’s meetings. In the sole discretion of the
Committee, the Committee may meet in executive session at any time.
Committee
Authority and Responsibilities
|
|
1.
|
Compensation
Philosophy. In consultation with senior management, the
Committee shall establish the Company’s general compensation philosophy,
and it shall oversee the development of executive compensation
programs. The Committee shall periodically review the Company’s
executive compensation programs and make any modifications that it deems
advisable.
|
|
|
2.
|
Chief Executive Officer.
The Committee shall set corporate goals and objectives relevant to
the Chief Executive Officer’s compensation. In determining the incentive
component of the Chief Executive Officer’s compensation, the Committee
should consider the Company’s performance and relative stockholder return,
the value of similar incentive awards to the chief executive officers at
comparable companies, and the awards given to the Company’s Chief
Executive Officer in past years. The Committee shall annually review and
evaluate the Chief Executive Officer’s performance in light of those goals
and objectives. The Committee shall have the sole authority to approve,
amend or terminate these goals and objectives and to determine all
compensation levels based on this evaluation, including the following: (a)
annual base salary level, (b) annual incentive opportunity level, (c)
long-term incentive opportunity level, (d) employment agreements or
severance arrangements, and (e) any special or supplemental
benefits.
|
|
|
3.
|
Other Officers. The
Committee shall annually review and have the sole authority to approve,
amend or terminate for the officers of the Company (other than the Chief
Executive Officer) all compensation, including the
following: (a) annual base salary level, (b) annual incentive
opportunity level, (c) long-term incentive opportunity level, (d)
employment agreements or severance arrangements, and (e) any special or
supplemental benefits.
|
16
|
|
4.
|
Directors. The
Committee shall present to the Board their recommendations to approve,
amend or terminate for directors (a) the annual compensation, and (b) any
additional compensation for service on committees of the Board, service as
a committee chairperson, meeting fees or any other benefit payable by
virtue of the director’s position as a member of the
Board.
|
|
|
5.
|
Compensation and Benefit
Plans. The Committee shall have the sole authority to approve,
amend or terminate incentive-compensation plans, retirement plans,
deferred compensation plans and any equity-based plans, including the
approval, amendment or termination of any tax-qualified plan or section
125 plan, except as provided in Paragraph 6 of this
Charter. With respect to any funded employee benefit plan
covering employees of the Company, the Committee shall have the sole
authority to appoint and remove various plan trustees, members of
administrative committees and plan administrators. The
Committee shall have the sole authority to administer any equity-based
compensation plans, including determining awards to be granted under such
plans.
|
|
|
6.
|
Ratification Required by the
Board. The Committee shall present as a recommendation to the Board
any action that is required by law or regulation to be submitted to the
stockholders of the Company for
approval.
|
|
|
7.
|
Proxy
Statement. The Committee shall prepare or review any
reports on director and officer compensation to be included in the
Company’s proxy statements, as required by applicable regulations of the
Securities and Exchange Commission.
|
|
|
8.
|
Competitive Compensation
Position. The Committee shall annually assess the Company’s
competitive position for each component of officer compensation by
reviewing market data for appropriate peer
companies.
|
|
|
9.
|
Cash Effect. The
Committee shall monitor the cumulative cash effect on the Company caused
by bonus and other cash-based incentive plans of the Company, especially
in relation to the Company’s net income for the applicable
year(s).
|
|
|
10.
|
Report to the Board.
Following each action by the Committee, the Committee shall make a
report to the Board at the next regularly scheduled meeting of the
Board.
|
|
|
11.
|
Charter Review. The
Committee shall review and assess the adequacy of this Charter annually
and recommend any proposed changes to the Board for
approval.
|
|
|
12.
|
Committee Performance
Evaluation. The Committee shall annually review its own
performance. The results of such self-assessment shall be
presented to the Board at the next regularly scheduled meeting of the
Board.
|
|
|
13.
|
Access to Consultants.
The Committee shall have the authority to retain and terminate any
compensation or other consultant to be used to assist in the evaluation of
director or executive compensation and shall have authority to approve the
consultant’s fees and other retention terms. The Committee shall also have
authority to obtain advice and assistance from internal or external legal,
accounting or other advisors and the authority to approve the payment of
the advisor’s fees and other retention items. All fees and
other retention items for compensation consultants, legal, accounting or
other advisors shall be paid by the
Company.
|
|
|
14.
|
Additional Activities.
The Committee shall perform any other activities consistent with
this Charter, the Company’s By-laws and applicable law, as the Committee
deems appropriate to carry out its assigned duties or as requested by the
Board.
|
17
APPENDIX
B
‚FOLD
AND DETACH HERE AND READ THE REVERSE SIDE‚
|
THIS
PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS. THE PROXY
HOLDERS WILL HAVE FULL DISCRETION AND AUTHORITY TO VOTE CUMULATIVELY AND
TO ALLOCATE VOTES AMONG ANY OR ALL OF THE NOMINEES FOR DIRECTOR AS THE
PROXY HOLDERS MAY DETERMINE. IN ANY CASE, AND NOTWITHSTANDING THE
FOREGOING, THE PROXY HOLDERS MAY VOTE THE SHARES REPRESENTED HEREBY FOR
LESS THAN THE ENTIRE NUMBER OF NOMINEES IF ANY SITUATION ARISES WHICH, IN
THE OPINION OF THE PROXY HOLDERS, MAKES SUCH ACTION NECESSARY OR
DESIRABLE.
|
Please
mark
your
votes
like
this
|
x |
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS.
|
1.
|
ELECTION
OF DIRECTORS, NOMINEES:
D.W.
Baker, H.F. Imhoff, Jr., S.B. Pence,
C.W.B.
Wardell III, T.C. Williams, S.J. Zizza
|
FOR
o
|
WITHHOLD
o
|
2.
|
In
their discretion, in the transaction of such other business as may
properly come before the meeting.
|
|||
|
For,
except vote withheld from the following nominee(s):
______________________________________
|
You
are encouraged to specify your choice by marking the appropriate box with
an “X” but you need not mark any boxes if you wish to vote in accordance
with the Board of Directors’
recommendation.
|
|||||||
|
COMPANY
ID:
PROXY
NUMBER:
ACCOUNT
NUMBER:
|
|
Signature
|
Signature
|
Date
|
,
2010
|
Note: The
signer hereby revokes all proxies heretofore given by the signer to vote at said
meeting or any adjournments thereof. Please sign exactly as name appears hereon.
Joint owners should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as
such.
PROXY
FOR THE 2010 ANNUAL MEETING OF SHAREHOLDERS
OF
GENERAL
EMPLOYMENT ENTERPRISES, INC.
One
Tower Lane, Suite 2200, Oakbrook Terrace, IL 60181
‚FOLD
AND DETACH HERE AND READ THE REVERSE SIDE‚
PROXY
FOR THE 2010 ANNUAL MEETING OF SHAREHOLDERS
OF
GENERAL
EMPLOYMENT ENTERPRISES, INC.
One
Tower Lane, Suite 2200, Oakbrook Terrace, IL 60181
THIS
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The
undersigned shareholder of GENERAL EMPLOYMENT ENTERPRISES, INC. hereby appoints
HERBERT F. IMHOFF, JR. and STEPHEN B. PENCE, and each of them, as the proxies
(with full power of substitution) to vote all shares which the undersigned would
be entitled to vote at the Annual Meeting of Shareholders to be held on March
22, 2010, and any adjournment thereof.
If
no direction is made, said proxies will vote FOR election of
directors.
Continued,
and to be marked, dated and signed on the reverse side.
Please
mail this proxy in the enclosed envelope as promptly as possible.
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