COFFEE HOLDING CO INC
10-Ks and 10-Qs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Filed
by the Registrant
☑
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 Pursuant to
§
240.14a-12
COFFEE HOLDING CO., INC.
(Name
of Registrant as Specified In Its Charter)
_______________________________________________________
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment
of Filing Fee (Check the appropriate box):
☑
No fee required
☐
Fee computer 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:
|
COFFEE HOLDING CO., INC.
3475 Victory Boulevard
Staten Island, NY 10314
February
27, 2017
Dear
Stockholder:
You are
cordially invited to attend the 2017 Annual Meeting of Stockholders
of Coffee Holding Co., Inc. (the
“
Annual Meeting
”
) which will be held on Thursday,
April 13, 2017 at 3:30 p.m., local time, at the Hilton Garden Inn
located at 1100 South Avenue, Staten Island, New York 10314, for
the following purposes:
|
●
|
to
elect two directors to the Board of Directors to hold office for
the following three years until their successors are
elected;
|
|
●
|
to
ratify the appointment of Marcum LLP as the Company
’
s independent registered public
accounting firm for our fiscal year ending October 31, 2017;
and
|
|
●
|
to
transact any other business that may properly come before the
meeting or any adjournment thereof.
|
Please
vote over the Internet by following the instructions provided to
you in the Notice of Internet Availability of Proxy Materials,
which we will send to you on or around February 27, 2017, whether
or not you plan to attend the Annual Meeting. Alternatively, if you
request a paper copy and prefer not to vote over the Internet
please complete, sign and return the proxy card.
Your vote is important
regardless of the number of shares you own. Voting by proxy will
not prevent you from voting in person (provided you follow the
revocation procedures described in the accompanying proxy
statement) at the Annual Meeting but will assure that your vote is
counted if you cannot attend.
On
behalf of the Board of Directors and the employees of Coffee
Holding Co., Inc., we thank you for your continued support and look
forward to seeing you at the Annual Meeting.
|
|
Company Name
|
|
|
|
|
|
|
|
By:
|
/s/
Andrew Gordon
|
|
|
|
Andrew
Gordon
|
|
|
|
President and Chief Executive Officer
|
-2-
Notice of Annual Meeting of Stockholders
|
|
Date:
|
Thursday, April 13, 2017
|
|
|
Time:
|
3:30 p.m., Local Time
|
|
|
Place:
|
Hilton Garden Inn
|
|
|
|
1100 South Avenue
|
|
|
|
Staten Island, New York 10314
|
At our 2017 Annual Meeting, we will ask you:
1.
To
elect two directors to serve for a three-year term to expire at the
2020 annual meeting of stockholders. The following directors have
been nominated by the Nominating and Corporate Governance Committee
of the Board of Directors:
●
David Gordon
●
John
Rotelli
2.
To
ratify the appointment of Marcum LLP as Coffee Holding Co.,
Inc.
’
s independent
registered public accounting firm for the fiscal year ending
October 31, 2017; and
3.
To
transact any other business as may properly come before the Annual
Meeting.
The Board of Directors recommends that you vote “FOR”
each of the proposals at this year’s Annual
Meeting.
You may
vote at the Annual Meeting (or any adjournment or postponement of
the Annual Meeting) if you were a stockholder of Coffee Holding
Co., Inc. at the close of business on February 22, 2017, the record
date. Only stockholders of record at the close of business on the
record date are entitled to notice of, and to vote at, the Annual
Meeting.
|
|
By
Order of the Board of Directors,
|
|
|
|
|
|
|
|
By:
|
/s/
David Gordon
|
|
|
|
David
Gordon
|
|
|
|
Secretary
|
|
|
|
|
Staten
Island, New York
February
27, 2017
|
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE 2017 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 13,
2017: The Company's Proxy Statement for the 2017 Annual Meeting of
Stockholders and the Annual Report to Stockholders for the fiscal
year ended October 31, 2016, are available at
https://www.iproxydirect.com/jva.
You are cordially invited to attend the Annual Meeting. To be sure
your vote is counted and assure a quorum is present, it is
important that you vote your shares regardless of the number of
shares you own. The Board of Directors urges you to vote over the
Internet by going to
https://www.iproxydirect.com/JVA
or by telephone by calling
1-866-752-VOTE (8683)
following the
instructions in the Notice of Internet Availability of Proxy
Materials or, if you request a paper copy of the proxy materials,
to sign, date and mark the proxy card promptly and return it to
Coffee Holding. Voting over the Internet or by telephone or by
returning the proxy card will not prevent you from voting in person
if you attend the Annual Meeting.
|
-3-
THE MEETING
General
Coffee
Holding Co., Inc. (
“
Coffee Holding
”
) is a Nevada corporation. As used
in this proxy statement,
“
we,
”
“
us,
”
“
our
”
and the
“
Company
”
refer to Coffee Holding. The term
“
Annual
Meeting
”
as used in this
proxy statement refers to the 2017 Annual Meeting of Stockholders
and includes any adjournment or postponement of the Annual
Meeting.
Pursuant to the
notice and access rules adopted by the Securities and Exchange
Commission, or SEC, Coffee Holding has elected to provide its proxy
statement and annual report to stockholders over the Internet
through a
“
notice
only
”
option.
Accordingly, we will mail a notice of Internet availability, or
Internet Availability Notice, on or around February 27, 2017 to our
stockholders of record and beneficial owners. The Internet
Availability Notice provides instructions on how you may access
this proxy statement and our 2016 Annual Report on the Internet at
https://www.iproxydirect.com/JVA
or request a
printed copy at no charge. In addition, our proxy materials provide
instructions on how you may request to receive, at no charge, all
future proxy materials in printed form by mail or electronically by
email. Your election to receive proxy materials by mail or email
will remain in effect until you revoke it. Choosing to receive
future proxy materials by email will save us the cost of printing
and mailing documents to stockholders and will reduce the impact of
our annual meetings on the environment.
The
Board of Directors, or the Board, is soliciting your proxy to vote
at the Annual Meeting. This proxy statement summarizes the
information you will need to know to cast an informed vote at the
Annual Meeting. You do not need to attend the Annual Meeting to
vote your shares. If you requested a paper copy of the proxy
materials, you may simply complete, sign and return the proxy card
and your votes will be cast for you at the Annual Meeting or you
may vote online at https://www.iproxydirect.com/JVA. This process
is described below in the section entitled
“
Voting Rights.
”
This
proxy statement and the Notice of Annual Meeting are dated February
27, 2017. If you owned shares of common stock of Coffee Holding at
the close of business on February 22, 2017, the record date, you
are entitled to vote at the Annual Meeting. On the record date,
there were 6,494,680 shares of common stock of Coffee Holding
outstanding.
Purpose Of Annual Meeting
At the
Annual Meeting, you will be asked to vote
|
|
(a)
|
to
elect two directors, each to serve for a three-year term that will
expire at the 2020 annual meeting of stockholders;
|
|
|
|
|
|
|
(b)
|
to
ratify the appointment of Marcum LLP, or Marcum, as Coffee
Holding
’
s independent
registered accounting firm for the fiscal year ending October 31,
2017; and
|
|
|
|
|
|
|
(c)
|
to
transact any other business that may properly come before the
Annual Meeting.
|
|
|
|
|
The
Annual Meeting will be held on Thursday, April 13, 2017 at 3:30
p.m., local time, at the Hilton Garden Inn located at 1100 South
Avenue, Staten Island, New York 10314. If you need to obtain
directions to the Annual Meeting, please contact Myles Felker in
our Investor Relations Department at (718) 832-0800 or
1-800-458-2233.
Quorum
A
quorum of stockholders is necessary to hold a valid meeting. If the
holders of at least a majority of the total number of the
outstanding shares of common stock entitled to vote are represented
in person or by proxy at the Annual Meeting, a quorum will exist.
We will include proxies marked as abstentions and broker non-votes
to determine the number of shares present at the Annual
Meeting.
Voting Rights
You are
entitled to one vote at the Annual Meeting for each share of the
common stock of Coffee Holding that you owned as of record at the
close of business on February 22, 2017. The number of shares you
own (and may vote) is listed on your proxy card.
-4-
You may
vote your shares at the Annual Meeting in person, over the Internet
or by proxy. To vote in person, you must attend the Annual Meeting
and obtain and submit a ballot, which we will provide to you at the
Annual Meeting.
If
your shares are not registered in your own name, you will need
appropriate documentation from your stockholder of record to vote
in person at the Annual Meeting.
Examples of such
documentation include a broker
’
s statement, letter or other
document that will confirm your ownership of shares of Coffee
Holding.
To vote
over the Internet, you must go to https://www.iproxydirect.com/JVA.
To vote by proxy, you must request a paper copy of the proxy
materials and you must complete, sign and return the proxy card. If
you properly complete your proxy card and send it to us in time to
vote, your
“
proxy
”
(one of the individuals named on
your proxy card) will vote your shares as you have directed.
If you sign the
proxy card but do not make specific choices, your proxy will vote
your shares FOR each of the proposals identified in the Notice of
the Annual Meeting.
If any other matter is presented, your
proxy will vote your shares as a majority of the Board determines.
As of the date of this proxy statement, we know of no other matters
that may be presented at the Annual Meeting, other than those
listed in the Notice of the Annual Meeting.
If you
hold your shares through a bank, brokerage firm or other nominee,
you should vote your shares in accordance with the steps required
by such bank, brokerage firm or other nominee.
Vote Required
Proposal 1 relates
to the election of directors. Pursuant to the Company
’
s Bylaws, a nominee will be elected
by the vote of a plurality of the votes cast by the holders of the
Company
’
s shares of
common stock. Consequently, only shares that are voted in favor of
a particular nominee will be counted toward such
nominee
’
s achievement of
a plurality. You may not vote your shares cumulatively for the
election of directors.
Based
on the Company
’
s Bylaws,
the affirmative vote of a majority of the votes eligible to be cast
present in person or by proxy at the Annual Meeting and entitled to
vote is necessary for Proposal 2.
Abstentions and
broker non-votes will not affect the results of these
proposals.
The
Board has determined that a vote in favor of Proposal 1 and
Proposal 2 is in the best interests of Coffee Holding and its
stockholders and unanimously recommends a vote
FOR
each of the
proposals.
Stockbroker Voting and Effect of Broker Non-Votes
Under
the rules of the New York Stock Exchange (
“
NYSE
”
), member stockbrokers may vote in
their discretion on certain matters on behalf of clients who have
not furnished voting instructions. These are called
“
discretionary
”
items. In contrast, member
stockbrokers may not vote on certain other matters for which they
have not received voting instructions from their clients. These are
called
“
non-discretionary
”
items, and a lack of voting
instructions for
“
non-discretionary
”
items results in so-called
“
broker
non-votes.
”
The proposal
to ratify the appointment of the Company
’
s independent registered public
accounting firm (Proposal 2) is considered a
“
discretionary
”
item. The proposal regarding the
election of directors (Proposal 1) is considered
“
non-discretionary
”
items.
The
Board of Directors is not aware of any other matters to be
presented for action at the meeting, but if other matters are
properly brought before the meeting, shares represented by properly
completed proxies received by mail, telephone or the Internet will
be voted in accordance with the judgment of the persons named as
proxies.
Changing Your Vote after Voting over the Internet or Revoking Your
Proxy
You may
change your vote by voting in person at the Annual Meeting even if
you previously voted over the Internet. Alternatively, you may
change your vote by contacting Issuer Direct Corporation by e-mail
at
proxy@iproxydirect.com
or by phone at (919) 481-4000, whose contact information will be
provided in the Internet Availability Notice, and then re-voting
over the Internet following the instructions provided.
You may
revoke your proxy at any time before it is exercised
by:
|
●
|
filing
with our Secretary, a letter revoking the proxy;
|
|
|
●
|
submitting
another signed proxy with a later date; or
|
|
|
●
|
attending
the Annual Meeting and voting in person, provided you file a
written revocation with the Secretary of the Annual Meeting prior
to the voting of such proxy.
|
|
-5-
If your shares are not
registered in your own name, you will need appropriate
documentation from your stockholder of record to vote in person at
the Annual Meeting.
Examples of such documentation include a
broker
’
s statement,
letter or other document that will confirm your ownership of shares
of Coffee Holding.
Solicitation of Proxies
Coffee
Holding will pay the costs of soliciting proxies from its
stockholders. Directors, officers or employees of Coffee Holding
may solicit proxies by mail, telephone or other forms of
communication. We will also reimburse banks, brokers, nominees and
other fiduciaries for the expenses they incur in forwarding the
proxy materials to you. Additionally, Coffee Holding intends to
Issuer Direct Corporation to assist us in soliciting your proxy. We
will bear the expense of the proxy solicitor.
Obtaining Copies of the Proxy Materials or the Annual Report on
Form 10-K
If you
would like a full set copy of the proxy materials in the future or
if you would like a copy of our Annual Report on Form 10-K and
audited financial statements for the fiscal year ended October 31,
2016 (without exhibits), which was filed with the SEC on January
27, 2017, we will send you a copy free of charge via mail or email.
Please write to or call:
David
Gordon, Secretary
Coffee
Holding Co., Inc.
3475
Victory Boulevard
Staten
Island, New York 10314
(718)
832-0800
-6-
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The
following table shows the number of shares of Coffee
Holding
’
s common stock,
par value $0.001 per share, beneficially owned by (i) each person
known to be the owner of 5% or more of our common stock, (ii) each
director and nominee, (iii) the Named Executive Officers identified
in the Summary Compensation Table included elsewhere in this proxy
statement and (iv) all directors and executive officers of Coffee
Holding as a group, as of February 22, 2017. The percent of common
stock outstanding was based on a total of 6,494,680 shares of
Coffee Holding
’
s common
stock outstanding as of February 22, 2017. Except as otherwise
indicated, each person shown in the table has sole voting and
investment power with respect to the shares of common stock listed
next to his or her name. The address for each person shown in the
table is c/o Coffee Holding Co., Inc., 3475 Victory Boulevard,
Staten Island, New York 10314.
|
Name
|
|
Position
|
|
Amount and Nature of
Beneficial Ownership
|
|
|
Percent of Common Stock Outstanding (%)
|
|
||
|
Directors and Executive Officers
|
|
|
|
|
|
|
|
|
||
|
Andrew
Gordon
|
|
President,
Chief Executive Officer,
Chief Financial
Officer, Treasurer and Director
|
|
|
249,750
1)
|
|
|
|
3.85%
|
|
|
David
Gordon
|
|
Executive
Vice President - Operations, Secretary and Director
|
|
|
427,175
(2)
|
|
|
|
6.58%
|
|
|
Gerard
DeCapua
|
|
Director
|
|
|
100
|
|
|
|
*
|
|
|
Daniel
Dwyer
|
|
Director
|
|
|
2,400
|
|
|
|
*
|
|
|
Barry
Knepper
|
|
Director
|
|
|
1,000
|
|
|
|
*
|
|
|
John
Rotelli
|
|
Director
|
|
|
1,850
|
|
|
|
*
|
|
|
George
F. Thomas
|
|
Director
|
|
|
0
|
|
|
|
*
|
|
|
All
directors and executive officers as a group (7
persons)
|
|
|
|
|
682,275
|
|
|
|
10.51%
|
|
___________
|
* Less
than 1.0%
|
|
(1)
|
Includes
249,750 shares owned indirectly by Mr. Gordon through A. Gordon
Family Ventures LLC.
|
|
(2)
|
Includes
352,181 shares owned by Mr. Gordon directly and 74,994 shares held
by Mr. Gordon as custodian for his minor children.
|
-7-
____________________________________
PROPOSAL 1
ELECTION
OF DIRECTORS
____________________________________
Coffee
Holding has a classified Board, divided into three classes, and the
term of David Gordon and John Rotelli will expire on the date of
the 2017 Annual Meeting. Coffee Holding
’
s Board currently consists of seven
members. The Nominating and Corporate Governance Committee of the
Board has re-nominated Mr. Gordon and Mr. Rotelli as nominees with
a three-year term expiring at the 2020 annual meeting of
stockholders or until their successors have been elected and
qualified. The Board expects that each of the nominees will be
available for election as a director. However, if by reason of an
unexpected occurrence, one or more of the nominees is not available
for election, the persons named in the form of proxy have advised
that they will vote for such substitute nominees as the Nominating
and Corporate Governance Committee may propose. We know of no
reason why any of the nominees may be unable to serve as a
director. The nominees have consented to being named in this proxy
statement and to serve as director if elected.
Nominees:
|
●
David Gordon
●
John Rotelli
|
|
|
The Board of Directors unanimously recommends a vote
“FOR” all of the nominees for election as
directors.
Information About Our Nominees, Board of Directors and
Management
|
Name
|
|
Age
(1)
|
|
Term Expires
|
|
Position(s) Held With
Coffee Holding
|
|
Director
Since
|
|
Nominees:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David
Gordon
|
|
52
|
|
2017
|
|
Executive
Vice President - Operations, Secretary and Director
|
|
1995
|
|
|
|
|
|
|
|
|
|
|
|
John
Rotelli
|
|
58
|
|
2017
|
|
Director
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
Continuing Directors:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel
Dwyer
|
|
60
|
|
2018
|
|
Director
|
|
1998
|
|
|
|
|
|
|
|
|
|
|
|
Andrew
Gordon
|
|
55
|
|
2018
|
|
President,
Chief Executive Officer, Chief Financial
Officer,
Treasurer and Director
|
|
1997
|
|
|
|
|
|
|
|
|
|
|
|
Barry
Knepper
|
|
66
|
|
2018
|
|
Director
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
Gerard
DeCapua
|
|
55
|
|
2019
|
|
Director
|
|
1997
|
|
|
|
|
|
|
|
|
|
|
|
George
F. Thomas
|
|
68
|
|
2019
|
|
Director
|
|
2016
|
(1) As
of January 31, 2017.
The
principal occupation and business experience of each nominee for
election as director and each continuing director are set forth
below. Unless otherwise indicated, each of the following persons
has held his present position for at least the last five
years.
-8-
David
Gordon
has been the Executive Vice President - Operations,
Secretary and a director of Coffee Holding since 1995. He is
responsible for managing all aspects of Coffee Holding
’
s roasting and blending operations,
including quality control, and has worked for Coffee Holding for 35
years, previously as an Operating Manager from 1989 to 1995. He is
a charter member of the Specialty Coffee Association of America, or
SCAA. Mr. Gordon attended Baruch College in New York City. He is
the brother of Andrew Gordon. Through his 35 years of service with
the Company, Mr. Gordon has demonstrated the requisite
qualifications and skills necessary to serve as an effective
director. We believe Mr. Gordon
’
s extensive institutional knowledge
and leadership are invaluable to Coffee Holding
’
s current and future successes. Mr.
Gordon
’
s leadership, as
demonstrated by the launch of the Specialty Green segment of the
business as well as the founding of the SCAA, is a valuable
resource for Coffee Holding
’
s business development and future
strategy.
John
Rotelli
has served as a director of Coffee Holding since
2005. Mr. Rotelli has over 37 years of experience in the green
coffee industry business consisting of procurement from growing
countries, every aspect of traffic and warehousing, quality
analysis, and knowledge of both suppliers and competitors. Mr.
Rotelli is currently the Vice President of L.J. Cooper Company, one
of the largest green coffee brokers and agents in North America. He
is also a director of the Green Coffee Association. Mr.
Rotelli
’
s industry and
business experience provides the Board with valuable expertise
within the coffee industry as well as beneficial relationships that
can help form new beneficial relationships for Coffee
Holding.
Daniel
Dwyer
has served as a director of Coffee Holding since 1998.
Mr. Dwyer is the Chief Executive Officer at Rothfos Corporation, a
green coffee bean supplier, and prior to that, had been a senior
coffee trader at Rothfos, since 1995. Mr. Dwyer is responsible for
our account with Rothfos. We paid Rothfos approximately $8.5
million, $22.1 million and $17.5 million for green coffee purchases
in fiscal years 2016, 2015 and 2014, respectively. All purchases
are made on arms
’
length
terms. We believe that Mr. Dwyer
’
s experience with the coffee
industry will enable him to provide the Board with beneficial
insight for Coffee Holding
’
s business development and strategy.
Mr. Dwyer
’
s relationship
with Rothfos has helped to foster a beneficial relationship between
Rothfos and Coffee Holding. Mr. Dwyer serves on the board of
directors of the National Coffee Association.
Andrew
Gordon
has been the Chief Executive Officer, President,
Treasurer and a director of Coffee Holding since 1997 and its Chief
Financial Officer since November 2004. He is responsible for
managing Coffee Holding
’
s
overall business and has worked for Coffee Holding for over 32
years, previously as a Vice President from 1993 to 1997. Mr. Gordon
has worked in all capacities of Coffee Holding
’
s business and serves as the direct
contact with its major private label accounts. Mr. Gordon received
his Bachelor of Business Administration degree from Emory
University. He is the brother of David Gordon. Through his
experience as President and Chief Executive Officer of the Company,
as well as his over 32 years of service with the Company, Mr.
Gordon has demonstrated the requisite qualifications and skills
necessary to serve as an effective director. We believe Mr.
Gordon
’
s extensive
experience with, and institutional knowledge of, Coffee Holding and
the industry is an integral contribution to Coffee
Holding
’
s current
successes and its ability to grow and flourish in the
industry.
Barry
Knepper
has served as a director of Coffee Holding since
2005. From July 2004 to the present, Mr. Knepper has been the
President and Chief Executive Officer of CFO Business Solutions, a
management consulting firm. Mr. Knepper was the Chief Financial
Officer for TruFoods Corporation, a growth oriented franchise
management company from April 2001 through June 2004. From January
2000 through March 2001, he was the Chief Financial Officer of
Offline Entertainment, an early stage television and motion picture
production company. From 1982 through 1999, he served as the Chief
Financial Officer of Unitel Video, Inc., a formerly publicly-traded
nationwide high tech service company in the television, film and
new media fields. We believe that Mr. Knepper
’
s diversified financial, accounting
and business expertise provide him with the qualifications and
skills to serve as a director.
Gerard
DeCapua
has served as a director of Coffee Holding since
1997. Mr. DeCapua has had his own law practice in Rockville Centre,
New York since 1986. Mr. DeCapua received his law degree from Pace
University. We believe that Mr. DeCapua
’
s legal experience brings
significant knowledge regarding legal issues Coffee Holding faces
and provide him with the skills and qualifications to serve as a
director.
George F.
Thomas
has served as a director of Coffee Holding since
February 2016. Mr. Thomas has over 35 years of domestic and
international corporate business experience in top management
positions. Since February 2007, Mr. Thomas has served as a
Principal at Radix Consulting Corporation, a consulting firm which
provides specialized advice in the field of electronic payments.
From 1981 through 2007, Mr. Thomas served in a number of positions
at The Clearing House Payments Company L.L.C., a limited liability
company which operates electronic payment systems, including such
positions as Executive Vice President of the Payments Services
Division, President of the Electronic Payments Network, Senior Vice
President of Business Development and Information Technology and
Vice President of Technical Services and Systems Development. Since
2007, Mr. Thomas has served as a director of eGistics, Inc., a
provider of cloud-based document and data management solutions
which was acquired by Top Image Systems, Ltd. (NASDAQ: TISA) in
2014. We believe that Mr. Thomas
’
financial and business experience
provide him with the qualifications and skills to serve as a
director.
-9-
CORPORATE GOVERNANCE
Board of Directors Operations and Meetings
The
Board oversees our business and monitors the performance of our
management. In accordance with our corporate governance procedures,
the Board does not involve itself in the day-to-day operations of
Coffee Holding. Our executive officers and management oversee our
day-to-day operations. Our directors fulfill their duties and
responsibilities by attending meetings of the Board, which are
usually held on a quarterly basis. Our directors also discuss
business and other matters with other key executives and our
principal external advisers (legal counsel, auditors, financial
advisors and other consultants).
The
Board held three meetings during the fiscal year ended October 31,
2016. Each director serving during the fiscal year ended October
31, 2016 attended at least 75% of the meetings of the Board, plus
meetings of committees on which that particular director served
during the fiscal year ended October 31, 2016.
Coffee
Holding is committed to establishing and maintaining high standards
of corporate governance. Our executive officers and the Board have
worked together to construct a comprehensive set of corporate
governance initiatives that we believe will serve the long-term
interests of our stockholders and employees. We believe these
initiatives comply fully with the Sarbanes-Oxley Act of 2002 and
the rules and regulations of the SEC adopted thereunder. In
addition, we believe our corporate governance initiatives fully
comply with the rules of the Nasdaq Stock Market LLC (
“
Nasdaq
”
). The Board will continue to
evaluate, and improve upon as appropriate, our corporate governance
principles and policies.
Board Leadership Structure and Role in Risk Oversight
Andrew
Gordon serves as both our principal executive officer and chairman
at the pleasure of the Board. The directors have determined that
Mr. Gordon
’
s experience
in our industry and in corporate transactions, and his personal
commitment to Coffee Holding as an investor, and employee, make him
uniquely qualified to supervise our operations and to execute our
business strategies. The Board is also cognizant of Coffee
Holding
’
s relatively
small size compared to its publicly traded competitors. We do not
have a lead independent director. Management
’
s activities are monitored by
standing committees of the Board, principally the Audit Committee,
the Compensation Committee and the Nominating and Corporate
Governance Committee. Each of these committees is comprised solely
of independent directors. For these reasons, the Board deems this
leadership structure appropriate for us.
Code of Ethics
The
Board has adopted a Code of Conduct and Ethics that applies to each
of our directors, officers and employees. The Code of Conduct and
Ethics sets forth our policies and expectations on a number of
topics, including:
|
●
|
acceptance
of gifts;
|
|
●
|
financial
responsibility regarding both personal and business affairs,
including transactions with Coffee Holding;
|
|
●
|
personal
conduct, including ethical behavior and outside employment and
other activities;
|
|
●
|
affiliated
transactions, including separate identities and usurpation of
corporate opportunities;
|
|
●
|
preservation
and accuracy of Coffee Holding
’
s records;
|
|
●
|
compliance
with laws, including insider trading compliance;
|
|
●
|
preservation
of confidential information relating to our business and that of
our clients;
|
|
●
|
conflicts
of interest;
|
|
●
|
the
safeguarding and proper use of our assets and institutional
property;
|
|
●
|
code
administration and enforcement;
|
|
●
|
reporting,
investigating and resolving of all code violations;
and
|
|
●
|
code-related
training, certification of compliance and maintenance of
code-related records.
|
-10-
The
Audit Committee of our Board reviews the Code of Conduct and Ethics
on a regular basis, and will propose or adopt additions or
amendments to the Code of Conduct and Ethics as appropriate. The
Code of Conduct and Ethics is available on our website at
www.coffeeholding.com
under
“
Investor Relations
- Corporate Governance.
”
A copy of the Code of Conduct and Ethics may also be obtained free
of charge by sending a written request to:
David
Gordon, Secretary
Coffee
Holding Co., Inc.
3475
Victory Boulevard
Staten
Island, NY 10314
We
intend to satisfy the disclosure requirement under Section 5.05(c)
of Form 8-K regarding an amendment to, or waiver from, a provision
of our Code of Ethics by posting such information on our
website.
Independent Directors
Our
Board currently consists of seven directors, four of whom our Board
has determined are independent directors. Robert M. Williams,
during his period of service as a director, was also determined by
our Board to be independent. The standards relied on by the Board
in affirmatively determining whether a director is
“
independent,
”
in compliance with Nasdaq's rules,
are comprised of those objective standards set forth in the rules
promulgated by Nasdaq. The Board is responsible for ensuring that
independent directors do not have a relationship that, in the
opinion of the Board, would interfere with the exercise of
independent judgment in carrying out the responsibilities of a
director.
The
Board has determined that Gerard DeCapua, Barry Knepper, John
Rotelli and George F. Thomas, comprising a majority of the Board,
are
“
independent
”
directors under Nasdaq
’
s rules.
Nasdaq
’
s rules, as well as SEC rules,
impose additional independence requirements for all members of the
Audit Committee. Specifically, in addition to the
“
independence
”
requirements discussed above,
“
independent
”
audit committee members must: (1)
not accept, directly or indirectly, any consulting, advisory, or
other compensatory fees from Coffee Holding or any subsidiary of
Coffee Holding other than in the member
’
s capacity as a member of the Board
and any Board committee; (2) not be an affiliated person of Coffee
Holding or any subsidiary of Coffee Holding; and (3) not have
participated in the preparation of the financial statements of
Coffee Holding or any current subsidiary of Coffee Holding at any
time during the past three years. In addition, Nasdaq
’
s rules require that all audit
committee members be able to read and understand fundamental
financial statements, including Coffee Holding
’
s balance sheet, income statement,
and cash flow statement. The Board believes that the current
members of the Audit Committee meet these additional
standards.
Furthermore, at
least one member of the Audit Committee must be financially
sophisticated, in that he or she has past employment experience in
finance or accounting, requisite professional certification in
accounting, or any other comparable experience or background which
results in the individual
’
s financial sophistication,
including but not limited to being or having been a chief executive
officer, chief financial officer, other senior officer with
financial oversight responsibilities. Additionally, the SEC
requires that Coffee Holding disclose whether the Audit Committee
has, and will continue to have, at least one member who is a
“
financial
expert.
”
The Board has
determined that Barry Knepper meets the SEC
’
s definition of an audit committee
financial expert.
Committees of the Board
The
Board of Coffee Holding has established the following
committees:
Audit
Committee.
The Audit Committee oversees and monitors our
financial reporting process and internal control system, reviews
and evaluates the audit performed by our registered independent
public accountants and reports to the Board any substantive issues
found during the audit. The Audit Committee is directly responsible
for the appointment, compensation and oversight of the work of our
registered independent public accountants. The Audit Committee
reviews and approves all transactions with affiliated parties. The
Board has adopted a written charter for the Audit Committee, which
is available on our website at
www.coffeeholding.com
under
“
Investor Relations
- Corporate Governance.
”
All members of the Audit Committee are independent directors as
defined under Nasdaq
’
s
listing standards. Robert M. Williams, during his period of service
as a member of the Audit Committee, was also determined by our
Board to be independent, as defined under Nasdaq
’
s listing standards. Gerard DeCapua,
Barry Knepper and George F. Thomas serve as members of the Audit
Committee with Barry Knepper serving as its chairman. The Board has
determined that Barry Knepper qualifies as an audit committee
financial expert as that term is defined by SEC regulations. The
Audit Committee held six meetings during the fiscal year ended
October 31, 2016.
-11-
Compensation
Committee.
The Compensation Committee provides advice and
makes recommendations to the Board in the areas of employee
salaries, benefit programs and director compensation. The
Compensation Committee also reviews the compensation of the
President and Chief Executive Officer of Coffee Holding and makes
recommendations in that regard to the Board as a whole. The Board
has adopted a written charter for the Compensation Committee, which
is available on our website at
www.coffeeholding.com
under
“
Investor Relations
- Corporate Governance.
”
All members of the Compensation Committee are independent directors
as defined under Nasdaq
’
s
listing standards. Robert M. Williams, during his period of service
as a member of the Compensation Committee, was also determined by
our Board to be independent as defined under Nasdaq
’
s listing standards. Barry Knepper,
John Rotelli and George F. Thomas serve as members of the
Compensation Committee, with John Rotelli serving as its chairman.
The Compensation Committee held one meeting once during the fiscal
year ended October 31, 2016.
Nominating
and Corporate Governance Committee.
The Nominating and
Corporate Governance Committee nominates individuals to be elected
to the full Board by our stockholders. The Nominating and Corporate
Governance Committee considers recommendations from stockholders if
submitted in a timely manner in accordance with the procedures set
forth in Article II, Section 11 of our Bylaws and applies the same
criteria to all persons being considered. All members of the
Nominating and Corporate Governance Committee are independent
directors as defined under the Nasdaq listing standards. . Robert
M. Williams, during his period of service as a member of the
Nominating and Corporate Governance Committee, was also determined
by our Board to be independent, as defined under Nasdaq
’
s listing standards. Gerard DeCapua,
John Rotelli and George F. Thomas serve as members of the
Nominating and Corporate Governance Committee, with Gerard DeCapua
serving as its chairman. The Board has adopted a written charter
for the Nominating and Corporate Governance Committee, which is
available on our website at
www.coffeeholding.com
under
“
Investor Relations
- Corporate Governance.
”
The Nominating and Corporate Governance Committee held one meeting
during the fiscal year ended October 31, 2016 and acted by written
consent once.
There
are no minimum qualifications that must be met by a Nominating and
Corporate Governance Committee-recommended nominee. It is the
policy of the Nominating and Corporate Governance Committee to
recommend individuals as director nominees who have the highest
personal and professional integrity, who have demonstrated
exceptional ability and judgment and who will be most effective, in
conjunction with the other members of the Board, in collectively
serving the long-term interests of our stockholders.
Section 16(a) Beneficial Ownership Reporting
Compliance
Section
16(a) of the Securities Exchange Act of 1934, as amended (the
“
Exchange Act
”
), requires our directors and
executive officers, and persons who own more than 10% of our common
stock to file an initial report of ownership on Form 3 and changes
in ownership on Forms 4 or 5 with the SEC. Such officers, directors
and greater than 10% stockholders are also required by the rule of
the SEC to furnish the Company with copies of all Section 16(a)
reports they file.
Based
solely upon the Company
’
s
review of copies of Forms 3, 4 and 5 furnished to the Company, the
Company believes that all of its directors, executive officers and
any other applicable stockholders timely filed all reports required
by Section 16(a) of the Exchange Act during the fiscal year ended
October 31, 2016.
Stockholder Communication with the Board of Directors and
Attendance at Annual Meetings
The
Board maintains a process for stockholders to communicate with the
Board and its committees. Stockholders of Coffee Holding and other
interested persons may communicate with the Board or the
chairperson of the Audit Committee, Compensation Committee or
Nominating and Corporate Governance Committee by writing to the
Secretary of Coffee Holding at 3475 Victory Boulevard, Staten
Island, NY 10314. All communications that relate to matters that
are within the scope of the responsibilities of the Board will be
presented to the Board no later than the next regularly scheduled
meeting. Communications that relate to matters that are within the
responsibility of one of the Board committees will be forwarded to
the chairperson of the appropriate committee. Communications that
relate to ordinary business matters that are not within the scope
of the Board
’
s
responsibilities, such as customer complaints, will be forwarded to
the appropriate officer. Solicitations, junk mail and obviously
frivolous or inappropriate communications will not be forwarded,
but will be made available to any director who wishes to review
them.
Directors are
expected to prepare themselves for and attend all Board meetings,
the Annual Meeting of Stockholders and the meetings of the
committees on which they serve, with the understanding that, on
occasion, a director may be unable to attend a meeting. With the
exception of Robert M. Williams who was no longer a member of our
Board of Directors at the 2016 Annual Meeting, all of our directors
who served as directors during the 2016 fiscal year attended the
2016 Annual Meeting of Stockholders.
-12-
EXECUTIVE COMPENSATION
The
summary compensation table below summarizes information concerning
compensation for the fiscal years ended 2016 and 2015 of the
individuals who served as President, Chief Executive Officer, Chief
Financial Officer and Treasurer (Andrew Gordon) and Executive Vice
President - Operations and Secretary (David Gordon). We refer to
these individuals as the
“
Named Executive
Officers.
”
SUMMARY COMPENSATION TABLE
The
following table sets forth information with respect to the
compensation of our Named Executive Officers for services in all
capacities to us and our subsidiaries.
|
Name and Principal Position
|
|
Year
|
Salary
(1)
($)
|
Bonus
($)
|
Non-Equity
Incentive Plan Compensation
($)
|
Nonqualified
Deferred Compensation
Earnings(2)
($)
|
All Other
Compensation(3)
($)
|
Total
($)
|
|
|
|
|
|
|
|
|
|
|
|
Andrew
Gordon
, President, Chief Executive
Officer,
|
|
2016
|
$
361,000
|
$
0
|
$
0
|
$
7,169
|
$
36,868
|
$
405,037
|
|
Chief Financial
Officer and Treasurer
|
|
2015
|
$
360,615
|
$
0
|
$
0
|
$
1,493
|
$
28,563
|
$
390,671
|
|
|
|
|
|
|
|
|
|
|
|
David
Gordon
, Executive Vice President -
|
|
2016
|
$
294,400
|
$
0
|
$
0
|
$
0
|
$
59,591
|
$
353,991
|
|
Operations and
Secretary
|
|
2015
|
$
292,669
|
$
0
|
$
0
|
$
0
|
$
56,733
|
$
349,402
|
____________
|
(1)
|
The
figures shown represent amounts earned for the fiscal year, whether
or not actually paid during such year.
|
|
(2)
|
Includes
the amount of interest accrued on defined contribution deferred
compensation balances at a rate in excess of 120% of the applicable
federal mid-term rate under section 1274(d) of the Internal Revenue
Code of 1986 (the
“
Code
”
) and dividends or dividend
equivalents on balances denominated in Coffee Holding common stock
in excess of the dividends paid to stockholders generally during
the fiscal year.
|
|
(3)
|
The
Named Executive Officers participate in certain group life, health,
disability insurance and medical reimbursement plans, not disclosed
in the Summary Compensation Table, that are generally available to
salaried employees and do not discriminate in scope, terms and
operation. The figures shown for Andrew Gordon include $10,248 and
$6,143 in employer contributions to the 401(k) plan for 2016 and
2015, respectively; life insurance premiums of $1,428 for each of
2016 and 2015 and health insurance premiums of $25,192 and $20,992
for 2016 and 2015, respectively. The figures shown for David Gordon
include $6,708 and $6,987 for a business car lease in 2016 and
2015, respectively; $6,989 and $10,545 in employer contributions to
the 401(k) plan for 2016 and 2015, respectively, life insurance
premiums of $6,013 and $5,964 for 2016 and 2015, respectively and
health insurance premiums of $39,881 and $33,237 for 2016 and 2015,
respectively.
|
Narrative to Summary Compensation Table
Overview
Our
Compensation Committee has responsibility for establishing,
implementing and monitoring adherence with our compensation
philosophy. In that regard, the Compensation Committee provides
advice and makes recommendations to the Board in the areas of
employee salaries and benefit programs. The Compensation Committee
ensures that the total compensation paid to our executive
leadership team is fair and reasonable. Generally, the types of
compensation and benefits provided to members of the executive
leadership team, including the Named Executive Officers, are
similar to those provided to our other officers and
employees.
-13-
Compensation Components
Our
compensation program for Named Executive Officers consists
generally of base salary and annual bonuses. These elements are
intended to provide an overall compensation package that is
commensurate with our financial resources, that is appropriate to
assure the retention of experienced management personnel, and that
aligns their financial interests with those of our stockholders. We
pay our Named Executive Officers commensurate with their experience
and responsibilities.
Base
Salary.
Each of our Named Executive Officers receives a base
salary to compensate him for services performed during the year.
The base salaries of our Named Executive Officers are established
annually by the Board upon recommendation by the Compensation
Committee. When determining the base salary for each of our Named
Executive Officers, the Compensation Committee considers the
performance of the Named Executive Officer, the duties of the Named
Executive Officer, the experience of the Named Executive Officer in
his position and salary levels of the companies in our peer group.
Salary levels are also intended to reflect our financial
performance. We have entered into employment agreements with each
of the Named Executive Officers that provide for minimum annual
base salaries. The Named Executive Officers are eligible for annual
increases in their base salaries as a result of company
performance, individual performance and any added responsibility
since their last salary increase.
Annual
Bonus.
Our Named Executive Officers are eligible to receive
annual cash bonuses. These bonuses are intended to reward the
achievement of corporate goals and individual performance
objectives. The bonus levels are intended to be competitive with
those typically paid by the companies in our peer group and
commensurate with the Named Executive Officers
’
successful execution of duties and
responsibilities.
Equity
Compensation.
At the 2013 Annual Meeting of Stockholders,
our stockholders approved the 2013 Equity Compensation Plan.
Through the 2013 Equity Compensation Plan, we may in the future
provide our employees, including our Named Executive Officers, with
equity incentives that help align their interests with those of our
stockholders. To date, no awards have been granted under the 2013
Equity Compensation Plan.
Implementation for Fiscal Year 2016
For the
2016 fiscal year, Andrew Gordon received a base salary of $361,000
and did not receive a bonus. David Gordon received a base salary of
$294,400 and did not receive a bonus.
Compensation Decision-Making Policies and Procedures
Decision-Making
and Policy-Making.
As a Nasdaq listed company, we must
observe governance standards that require executive officer
compensation decisions to be made by the independent director
members of our Board or by a committee of independent directors.
Consistent with these requirements, our Board has established a
Compensation Committee all of whose members are independent
directors.
The
Compensation Committee provides advice and makes recommendations to
our Board in the areas of employee salaries and benefit programs.
The Compensation Committee has established a formal charter.
Compensation consists of three components: (1) base salary; (2)
bonuses; and (3) long-term incentives (
e.g.,
deferred
compensation and fringe benefits).
The
Compensation Committee generally meets at least once each year or
acts by written consent. It considers the expectations of the Chief
Executive Officer with respect to his own compensation and his
recommendations with respect to the compensation of more junior
executive officers, as well as empirical data on compensation
practices at peer group companies. The Compensation Committee does
not delegate its duties to others.
Employment Agreements
We have
entered into employment agreements with Andrew Gordon to secure his
continued service as President, Chief Executive Officer, Chief
Financial Officer and Treasurer and with David Gordon to secure his
continued service as Executive Vice President - Operations and
Secretary. These employment agreements have rolling five-year terms
that began on May 6, 2005. These agreements may be converted to a
fixed five-year term by the decision of our Board or the executive.
These agreements provide for minimum annual salaries ,
discretionary cash bonuses, and participation on generally
applicable terms and conditions in other compensation and fringe
benefit plans. The employment agreements also guarantee customary
corporate indemnification and errors and omissions insurance
coverage throughout the employment term and thereafter for so long
as the executives are subject to liability for such service to the
extent permissible by the Nevada Revised Statutes.
-14-
The
terms of the employment agreements provide that each executive will
be entitled to severance benefits if his employment is terminated
without
“
cause
”
or if he resigns for
“
good reason
”
or following a
“
change in control
”
(as such terms will be defined in
the employment agreements) equal to the value of the cash
compensation and fringe benefits that he would have received if he
had continued working for the remaining unexpired term of the
agreement. The employment agreements also provide uninsured
disability benefits. During the term of the employment agreements
and, in case of discharge with
“
cause
”
or resignation without
“
good reason,
”
for a period of one year
thereafter, the executives are subject to (1) restrictions on
competition with us; and (2) restrictions on the solicitation of
our customers and employees. For all periods during and after the
term of the employment agreements, the executives are subject to
nondisclosure and restrictions relating to our confidential
information and trade secrets.
If we
experience a change in ownership, a change in effective ownership
or control or a change in ownership of a substantial portion of our
assets as contemplated by Section 280G of the Code, a portion of
any severance payments under the employment agreements might
constitute an
“
excess
parachute payment
”
under
current federal tax laws. Federal tax laws impose a 20% excise tax,
payable by each executive, on excess parachute payments. Under the
terms of the employment agreements, we will reimburse the
executives for the amount of this excise tax and will make an
additional gross-up payment so that, after payment of the excise
tax and all income and excise taxes imposed on the reimbursement
and gross-up payments, the executives will retain approximately the
same net-after tax amounts under the employment agreements that
they would have retained if there were no 20% excise tax. The
effect of this provision is that we, and not the executives, bear
the financial cost of the excise tax and we could not claim a
federal income tax deduction for an excess parachute payment,
excise tax reimbursement or gross-up payment.
Potential Payments Upon a Change of Control
Under
the 2013 Equity Compensation Plan, in the event of a change in
control (as defined in the 2013 Equity Compensation Plan), the
Compensation Committee may, at the time of the grant of an award
provide for, among other things, the (i) accelerating or extending
the time periods for exercising, vesting in, or realizing gain from
any award, (ii) eliminating or modifying the performance or other
conditions of an award, or (iii) providing for the cash settlement
of an award for an equivalent cash value, as determined by the
Compensation Committee. The Compensation Committee may, in its
discretion and without the need for the consent of any recipient of
an award, also take one or more of the following actions contingent
upon the occurrence of a change in control: (a) cause any or all
outstanding options and stock appreciation rights to become
immediately exercisable, in whole or in part; (b) cause any other
awards
to become
non-forfeitable, in whole or in part; (c) cancel any option or
stock appreciation right in exchange for a substitute option; (d)
cancel any award of restricted stock, restricted stock units,
performance shares or performance units in exchange for a similar
award of the capital stock of any successor corporation; (e) redeem
any restricted stock, restricted stock unit, performance share or
performance unit for cash and/or other substitute consideration
with a value equal to the fair market value of an unrestricted
share of our common stock on the date of the change in control; (f)
cancel any option or stock appreciation right in exchange for cash
and/or other substitute consideration based on the value of our
common stock on the date of the change in control
,
and cancel any option
or stock appreciation right without any payment if its exercise
price exceeds the value of our common stock on the date of the
change in control; or (g) make such other modifications,
adjustments or amendments to outstanding awards as the Compensation
Committee deems necessary or appropriate. To date, no awards have
been granted under the 2013 Equity Compensation Plan.
Other
than the severance benefits described under
“
Employment Agreements
”
and the potential payments
described under
“
Potential Payments Upon a Change of
Control
”
above, we do not
maintain contracts, agreements, plans or arrangements that provide
for payments to the Named Executive Officers at, following, or in
connection with any termination of employment.
Deferred Compensation Plan for Executive Officers
In
January 2005, we established the Coffee Holding Co., Inc.
Non-Qualified Deferred Compensation Plan for Named Executive
Officers. Currently, Andrew Gordon is the only participant in the
plan. Each Named Executive Officer who participates in the plan may
defer receipt of all or a portion of his annual cash compensation
received from Coffee Holding. The deferred amounts are allocated to
a deferral account and credited with interest according to the
investment classifications made available by the Board. The plan is
an unfunded, non-qualified plan that provides for distribution of
the amounts deferred to participants or their designated
beneficiaries upon the occurrence of certain events. The amounts
deferred, and related investment earnings, are held in a corporate
account for the benefit of participating Named Executive Officers
until such amounts are distributed pursuant to the terms of the
plan.
DIRECTOR COMPENSATION
Non-employee
directors receive $800 per Board meeting and committee meeting
attended in person and $400 per each Board meeting and committee
meeting attended telephonically. Non-employee directors are also
reimbursed for travel expenses and other out-of-pocket costs
incurred in connection with attendance at Board and committee
meetings.
-15-
Total
directors
’
meeting and
committee fees for the fiscal year ended October 31, 2016 were
$12,800. We do not compensate our employee directors for service as
directors. Directors are also entitled to the protection of certain
indemnification provisions in our Amended and Restated Articles of
Incorporation and Bylaws.
The
following table sets forth information regarding compensation
earned by our non-employee directors during the 2016 fiscal
year.
DIRECTOR COMPENSATION TABLE
|
Name
|
Fees Earned or
Paid in Cash ($)(1)
|
All Other
Compensation ($)
|
Total ($)
|
|
Gerard
DeCapua
|
$
3,200
|
$
0
|
$
3,200
|
|
Daniel
Dwyer
|
$
2,000
|
$
0
|
$
2,000
|
|
Barry
Knepper
|
$
2,800
|
$
0
|
$
2,800
|
|
John
Rotelli
|
$
2,000
|
$
0
|
$
2,000
|
|
George F. Thomas
(2)
|
$
2,800
|
$
0
|
$
2,800
|
|
Robert M. Williams
(3)
|
$
0
|
$
0
|
$
0
|
(1)
Meeting fees earned during the fiscal year, whether such fees were
paid currently or deferred.
(2) Mr.
Thomas was appointed to the Board on February 3, 2016.
(3) Mr.
Williams resigned from the Board, effective February 3,
2016.
-16-
____________________________________
PROPOSAL 2
RATIFICATION
OF ACCOUNTANTS
____________________________________
Independent Registered Public Accounting Firm
The
Audit Committee of the Board has appointed Marcum LLP, or Marcum,
as our independent registered accounting firm for the fiscal year
ending October 31, 2016. We are not required to seek stockholder
approval for the appointment of our independent registered public
accounting firm, however, the Audit Committee and the full Board
believe it is sound corporate practice to seek such approval. If
the appointment is not ratified, the Audit Committee will
investigate the reasons for stockholder rejection and will
re-consider the appointment. Even if the selection is ratified, the
Audit Committee in its discretion may direct the appointment of a
different independent registered public accounting firm at any time
during the year if it determines that such change would be in the
best interests of us and our stockholders.
The Board unanimously recommends that you vote “FOR”
the ratification of the appointment of Marcum LLP as Coffee
Holding’s independent registered public accounting firm for
the fiscal year ending October 31, 2016.
Attendance at Annual Meeting
Representatives of
Marcum will be present at the Annual Meeting, will have the
opportunity to make a statement if they desire to do so and will be
available to respond to appropriate questions from
stockholders.
Fees Billed to the Company in fiscal years 2016 and
2015
The
following table summarizes the fees for professional services
rendered by Marcum, our independent registered public accounting
firm, for each of the last two fiscal years:
|
|
Fiscal Year
|
|
|
|
2016
|
2015
|
|
Audit Fees
(1)
|
$
136,450
|
$
134,095
|
|
Audit-Related
Fees
|
$
|
$
0
|
|
Tax
Fees
|
$
|
$
0
|
|
All Other
Fees
|
$
|
$
0
|
|
Total
|
$
136,450
|
$
134,095
|
-------
|
(1)
|
Audit
fees consisted of work performed in connection with the audit of
the consolidated financial statements as well as work generally
only the independent auditors can reasonably be expected to
provide, such as quarterly reviews and review of our Annual Reports
on Form 10-K.
|
|
|
|
Audit Committee Pre-Approval Policy
The
Audit Committee, or a designated member of the Audit Committee,
shall preapprove all auditing services and permitted non-audit
services (including the fees and terms) to be performed for Coffee
Holding by our registered independent public accountants, subject
to the de minimis exceptions for non-audit services that are
approved by the Audit Committee prior to completion of the audit,
provided that: (1) the aggregate amount of all such services
provided constitutes no more than five percent of the total amount
of revenues paid by Coffee Holding to its registered independent
public accountant during the fiscal year in which the services are
provided; (2) such services were not recognized by Coffee Holding
at the time of the engagement to be non-audit services; and (3)
such services are promptly brought to the attention of the Audit
Committee and approved prior to the completion of the audit by the
Audit Committee or by one or more members of the Audit Committee
who are members of the Board to whom authority to grant such
approvals has been delegated by the Audit Committee. Of the
services set forth in the table above, all were preapproved by the
Audit Committee.
-17-
AUDIT COMMITTEE REPORT
The
Audit Committee has reviewed and discussed the audited financial
statements for the fiscal year ended October 31, 2016 with
management.
The
Audit Committee has also reviewed and discussed with Marcum LLP,
Coffee Holding
’
s
independent registered public accounting firm, the matters required
to be discussed by Auditing Standards No. 16, as may be modified or
supplemented.
The
Audit Committee also has received the written disclosures and the
letter from Marcum LLP required by applicable requirements of the
Public Company Accounting Oversight Board regarding the independent
accountant
’
s
communications with the Audit Committee covering independence, and
has discussed with Marcum LLP its independence.
Based
on the foregoing discussions, the Audit Committee recommended to
the Board of Directors of Coffee Holding Co., Inc. that the audited
financial statements be included in Coffee Holding Co.
Inc.
’
s Annual Report on
Form 10-K for the fiscal year ended October 31, 2016.
|
|
Audit Committee of Coffee Holding Co., Inc.
|
|
|
|
|
|
|
|
|
Barry
Knepper, Chairman
|
|
|
|
Gerard
DeCapua
|
|
|
|
George
F. Thomas
|
-18-
TRANSACTIONS WITH RELATED PERSONS, PROMOTERS
AND CERTAIN CONTROL PERSONS
The
Company has engaged its 40% partner in Generations Coffee Company,
LLC, or GCC, with which the Company has a joint venture, as an
outside contractor. Coffee Holding is the 60% equity owner of the
joint venture and Caruso’s Coffee Company
(“Caruso’s”) owns the other 40% equity interest.
Payments to Caruso’s during the years ended October 31, 2016
and October 31, 2015 amounted to $459,345 and $422,039,
respectively for the processing of finished goods.
Mr.
Dwyer, a member of our Board of Directors, is a senior coffee
trader for Rothfos Corporation, a coffee trading company, or
Rothfos. Mr. Dwyer is responsible for our account with Rothfos. We
paid Rothfos approximately $8.5 million, $22.1 million and $17.5
million for green coffee purchases in fiscal 2016, 2015 and 2014,
respectively. Rothfos accounted for approximately $237,000,
$586,000 and $884,000 of the Company
’
s accounts payable in fiscal 2016,
2015 and 2014, respectively. All purchases are made on
arms
’
length
terms.
We
believe that the transactions set forth above were made on terms no
less favorable to us than could have been obtained from
unaffiliated third parties. All transactions between us and our
officers, directors and principal stockholders and their affiliates
are subject to approval by an independent committee of our Board of
Directors.
ADDITIONAL INFORMATION
Information About Stockholder Proposals
In
order to include information with respect to a stockholder proposal
in our proxy statement and related form of proxy for a
stockholders
’
meeting,
stockholders must provide notice as required by the regulations
promulgated under the Exchange Act. Proposals that stockholders
wish to include in our proxy statement and form of proxy for
presentation at our 2018 annual meeting of stockholders must be
received by us by October 30, 2017 at: Attention: David Gordon,
Secretary, Coffee Holding Co., Inc., 3475 Victory Boulevard, Staten
Island, NY 10314 unless the date of the annual meeting is changed
by more than 30 days from the date of the anniversary of the 2017
annual meeting of stockholders. The SEC rules contain standards as
to whether stockholder proposals are required to be included in our
proxy statement.
In
addition, if you wish to submit a proposal for the 2018 annual
meeting of stockholders without including such proposal in the
proxy statement and related form of proxy for that meeting, timely
notice of any stockholder proposal must be received by us in
accordance with our Bylaws and our rules and regulations no later
than 90 days in advance of the date of the annual meeting at:
Attention: David Gordon, Secretary, Coffee Holding Co., Inc., 3475
Victory Boulevard, Staten Island, NY 10314. Any proxies solicited
by the Board will confer discretionary authority to vote on any
proposals, notice of which is not timely received.
|
|
By
Order of the Board of Directors,
|
|
|
|
|
|
|
|
By:
|
/s/
David Gordon
|
|
|
|
David
Gordon
|
|
|
|
Secretary
|
Staten
Island, New York
February
27, 2017
|
To assure that your shares are represented at the Annual Meeting,
please either a) vote over the Internet following the instructions
provided to you in the Internet Availability Notice or b) if you
requested a paper copy of the proxy materials, complete, sign, date
and promptly return the proxy card to Coffee Holding.
|
-19-
|
COFFEE HOLDING CO., INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS APRIL 13, 2017 AT 3:30
PM
|
|
|
|
|
|
|||||||
|
CONTROL ID:
|
|
|
|
|
|
|
|
|||||
|
REQUEST ID:
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
||||||
|
The
undersigned stockholder of Coffee Holding Co., Inc. hereby appoints
Andrew Gordon and David Gordon, or either of them, with full powers
of substitution, to represent and to vote as proxy, as designated,
all shares of common stock of Coffee Holding Co., Inc. held of
record by the undersigned on February 22, 2017, at the annual
meeting of stockholders (the “Annual Meeting”) to be
held on Thursday, April 13, 2017 at 3:30 p.m., Eastern time, at the
Hilton Garden Inn located at 1100 South Avenue, Staten Island, New
York 10314, or at any adjournment or postponement
thereof. The undersigned hereby revokes all prior
proxies.
|
||||||||||||
|
|
|
|||||||||||
|
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
|
||||||||||||
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||
|
VOTING
INSTRUCTIONS
|
|
|
|
|
|
|
||||||
|
If you vote by phone, fax or Internet, please DO NOT mail your
proxy card.
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||
|
MAIL:
|
Please
mark, sign, date, and return this Proxy Card promptly using the
enclosed envelope.
|
|
|
|
|
|
|||||
|
FAX:
|
Complete
the reverse portion of this Proxy Card and Fax to
202-521-3464.
|
|
|
|
|
|
|||||
|
INTERNET:
|
https://www.iproxydirect.com/JVA
|
|
|
|
|
|
|||||
|
PHONE:
|
1-866-752-VOTE(8683)
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|||||||||
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
||||||||
|
ANNUAL MEETING OF THE STOCKHOLDERS OF
COFFEE HOLDING CO.,
INC.
|
PLEASE COMPLETE, DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN
HERE:
☒
|
||||||||||
|
|
|
||||||||||
|
PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
|
|
||||||||||
|
|
|
|
|
||||||||
|
Proposal 1
|
|
|
FOR ALL
|
|
AGAINST
|
|
FOR ALL
EXCEPT
|
|
|
|
|
|
|
Election
of Directors to a term set forth below:
|
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nominees
|
Term
Expires
|
|
|
|
|
|
|
|
CONTROL
ID:
|
|
|
|
David
Gordon
|
2020
|
|
|
|
☐
|
|
☐
|
|
REQUEST
ID:
|
|
|
|
John
Rotelli
|
2020
|
|
|
|
☐
|
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proposal 2
|
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
|
|
|
|
|
|
To
ratify the appointment of Marcum LLP as the independent registered
public accounting firm of Coffee Holding Co., Inc. for the fiscal
year ending October 31, 2017.
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Stockholders and the Proxy Statement for the Annual
Meeting.
|
||||||
|
The Board of Directors of Coffee Holding Co., Inc. unanimously
recommends a vote “FOR” all nominees in Proposal 1 and
“FOR” Proposal 2.
This
Proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder.
If no direction is given, this Proxy will be
voted FOR each of the proposals listed above. In their discretion,
the proxies are authorized to vote upon such other business as may
properly come before the Annual Meeting or any adjournment or
postponement thereof. As of the date of the Proxy
Statement for the Annual Meeting, the Board of Directors is not
aware of any such other business.
|
|
|
|
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.
|
|||||||
|
MARK “X”
HERE IF YOU PLAN TO ATTEND THE MEETING:
☐
|
|||||||||||
|
|
|||||||||||
|
|
(Print Name of Stockholder and/or Joint Tenant)
|
||||||||||
|
|
|||||||||||
|
(Signature of Stockholder)
|
|||||||||||
|
|
|||||||||||
|
(Second Signature if held jointly)
|
|||||||||||
|
|
Dated: ________________________, 2017
|
||||||||||
TABLE OF CONTENTS