SMITH MIDLAND CORP
10-Ks and 10-Qs
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UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to
Section 14(a) of the
Securities Exchange Act of
1934
(Amendment No.
)
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
Section 240.14a-12
SMITH-MIDLAND
CORPORATION
(Name of Registrant as
Specified in its Charter)
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(Name of Person(s)
Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee
(Check the appropriate box):
☒
No fee required
☐
Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)
Title of each class of securities to
which transaction applies:
(2)
Aggregate number of securities to
which transaction applies:
(3)
Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11
(set forth the amount on which the filing fee is calculated and
state how it was determined):
(4)
Proposed maximum aggregate value of
transaction:
(5)
Total fee paid:
☐
Fee paid previously with preliminary
materials.
☐
Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1)
Amount Previously Paid:
(2)
Form, Schedule or Registration
Statement No.:
(3)
Filing Party:
(4)
Date Filed:
SMITH-MIDLAND
CORPORATION
5119 Catlett
Road
Midland, Virginia
22728
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
To be held on
Wednesday, June
23, 2021
Dear
Stockholders:
You are cordially
invited to attend the 2021 Annual Meeting of Stockholders of
SMITH-MIDLAND CORPORATION (the “Company”), a Delaware
corporation, to be held at Warrenton-Fauquier Airport Terminal
located at 1533 Iris Trail, Midland, Virginia 22728 on Wednesday,
June 23, 2021 at 4:00 p.m. local time. The Annual Meeting is
being held for the following purposes:
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1.
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To elect five (5)
members to the Board of Directors;
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2.
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To ratify the
appointment of the accounting firm BDO USA, LLP as the
Company’s Independent Registered Public Accountants for the
current year ending December 31, 2021;
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3.
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To consider and act upon
any matters incidental to the foregoing and any other matters that
may properly come before the meeting or any and all adjournments
thereof.
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The Board of Directors
has fixed the close of business on April 26, 2021 as the record
date for the determination of Stockholders entitled to notice of
and to vote at the Annual Meeting and any adjournment or
adjournments thereof. The foregoing items of business are more
fully described in the Proxy Statement accompanying this
notice.
We hope that all
stockholders will be able to attend the Annual Meeting in
person. In order to assure that a quorum is present at the
Annual Meeting, please date, sign and promptly return the enclosed
proxy card promptly in the accompanying postage prepaid envelope if
you received this Proxy Statement in the mail, or follow the
instructions contained in the Notice of Internet Availability of
Proxy Materials to vote on the Internet whether or not you expect
to attend the Annual Meeting. If you attend the Annual Meeting,
your proxy will, at your request, be returned to you and you may
vote your shares in person.
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By Order of the Board of
Directors
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Rodney I.
Smith
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Chairman
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Midland,
Virginia
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May 7,
2021
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Important Notice Regarding
the Internet Availability of Proxy Materials for the
2021
Annual Meeting of
Stockholders to be held on
June 23, 2021.
Pursuant
to Securities and Exchange Commission rules we have elected to
utilize the "notice and access" option of providing electronic
copies of our proxy materials, including a proxy card, to our
stockholders, as well as providing access to our proxy materials on
a publicly accessible website. The Company's Notice of Annual
Meeting, Proxy Statement and Annual Report to Stockholders for the
fiscal year ended December 31, 2020 are available on the
Internet and may be accessed at
https://www.iproxydirect.com/SMID
.
SMITH-MIDLAND
CORPORATION
5119 Catlett
Road
Midland,
Virginia 22728
PROXY
STATEMENT
The enclosed proxy is
solicited by the Board of Directors of SMITH-MIDLAND CORPORATION
(the “Company”) for use at the Annual Meeting of
Stockholders (the "Annual Meeting") to be held on Wednesday, June
23, 2021, at 4:00 p.m. local time at
Warrenton-Fauquier Airport Terminal located at
1533 Iris Trail
, Midland, Virginia 22728 and at any
adjournment or adjournments thereof.
These proxy solicitation
materials are first being sent to stockholders of record on or
about May 10, 2021, together with the Company’s Annual Report
to Stockholders.
This proxy statement, form of
proxy and the annual report are available at:
https://www.iproxydirect.com/SMID
Stockholders of record
at the close of business on April 26, 2021 will be entitled to vote
at the Annual Meeting or any adjournment thereof. On or about
the record date, 5,202,515 shares of the Company’s common
stock, $.01 par value per share (“Common Stock”), were
issued and outstanding. The Company has no other outstanding voting
securities.
Each share of Common
Stock entitles the holder to one vote with respect to all matters
submitted to Stockholders at the Annual Meeting. A quorum for
the Annual Meeting is a majority of the shares
outstanding. Abstentions and broker non-votes are each
included in the determination of the number of shares present and
voting for the purpose of determining whether a quorum is
present. Broker non-votes occur when shares held by a broker
for a beneficial owner are not voted with respect to a particular
proposal because (1) the broker does not receive voting
instructions from the beneficial owner and (2) the broker lacks
discretionary authority to vote the shares. Brokers are prohibited
from exercising discretionary authority on non-routine matters.
Proposal one is considered a non-routine matter and, therefore,
brokers cannot exercise discretionary authority regarding this
proposal for beneficial owners who have not returned proxies to the
brokers.
Abstentions or broker
non-votes or failures to vote will have no effect in the election
of directors, who will be elected by a plurality of the affirmative
votes cast.
The affirmative vote of
the holders of a majority of the shares present in person or by
proxy and entitled to vote to ratify the appointment of BDO USA,
LLP as the Company’s independent auditors for the year ending
December 31, 2021 will be required for approval. An
abstention will be counted as a vote against this
proposal.
An Annual Report,
containing the Company’s audited financial statements for the
years ended December 31, 2020 and December 31, 2019, is
available online at https://www.iproxydirect.com/SMID to all
Stockholders entitled to vote.
Execution of a proxy
will not in any way affect a Stockholder’s right to attend
the Annual Meeting and vote in person. The proxy may be revoked at
any time before it is exercised by written notice to the Company's
Secretary prior to the Annual Meeting, or by submitting a duly
executed proxy bearing a later date than the proxy being revoked at
any time before such proxy is voted, or by appearing at the Annual
Meeting and voting in person. The shares represented by all
properly executed proxies received in time for the Annual Meeting
will be voted as specified therein. Proxies that are signed
and returned but do not include voting instructions shares will be
voted in favor of the election of Directors of those persons named
in this Proxy Statement and in favor of the proposal to ratify and
approve the selection of BDO USA, LLP as the independent auditors
for the Company for the year ending December 31,
2021.
The Board of Directors
knows of no other matter to be presented at the Annual Meeting. If
any other matter should be presented at the Annual Meeting upon
which a vote may be taken, such shares represented by all proxies
received by the Board of Directors will be voted with respect
thereto in accordance with the judgment of the persons named as
attorneys in the proxies. The Board of Directors knows of no
matter to be acted upon at the Annual Meeting that would give rise
to appraisal rights for dissenting stockholders.
1
Proposal
No. 1
ELECTION OF
DIRECTORS
Five Directors,
constituting the entire Board of Directors, are to be elected at
the Annual Meeting. Each Director of the Company is elected at the
Company’s Annual Meeting of Stockholders and serves until his
successor is elected and qualified. Vacancies and newly created
directorships resulting from any increase in the number of
authorized Directors may be filled by a majority vote of Directors
then remaining in office. Officers are elected by and serve at the
discretion of the Board of Directors.
Shares represented by
all proxies received by the Board of Directors and not so marked as
to withhold authority to vote for an individual Director, or for
all Directors, will be voted (unless one or more nominees are
unable or unwilling to serve) for the election of the nominees
named below. The Board of Directors knows of no reason why any
such nominee should be unwilling to serve, but if such should be
the case, proxies will be voted for the election of some other
person or for fixing the number of Directors at a lesser
number.
The Board unanimously
recommends that Stockholders vote
FOR
election of the
five nominees for Director.
The following table
sets forth certain information concerning each nominee for election
as a Director of the Company:
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Name
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Age
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Director
Since
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Position
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Rodney I.
Smith
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82
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1970
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Chairman of the Board of
Directors
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Ashley B.
Smith
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59
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1994
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Chief Executive Officer,
President, and Director
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Wesley A.
Taylor
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73
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1994
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Director
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Richard
Gerhardt
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54
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2016
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Director
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James Russell
Bruner
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65
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2018
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Director
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Background
The following is a brief
summary of the background of each nominee for Director of the
Company:
Rodney I. Smith.
Chairman of the Board of Directors.
Rodney I. Smith co-founded the Company in 1960 and
became its President and Chief Executive Officer in 1965. He served
as President until 2012 and Chief Executive Officer until May 2018.
He has served on the Board of Directors and has been its Chairman
since 1970. Mr. Smith is the principal developer and inventor
of the Company’s proprietary and patented products. He
is the past President of the National Precast Concrete
Association. Mr. Smith has served on the Board of Trustees of
Bridgewater College in Bridgewater, Virginia since 1986. The
Company believes that Mr. Smith’s extensive experience in the
precast concrete products industry and his knowledge of the
marketplace gives him the qualifications and skills necessary to
serve in the capacity as the Chairman of the Board of
Directors.
Ashley B.
Smith.
Chief Executive Officer, President, and
Director.
Ashley B. Smith has served as Chief Executive Officer
of the Company since May 2018, President of the Company since 2012,
and as a Director since 1994. Mr. Smith was Vice President of the
Company from 1990 to 2011. He is the past Chairman of the National
Precast Concrete Association.
Mr. Smith serves on the Board of Trustees of Bridgewater College in
Bridgewater, Virginia.
Mr. Smith holds a Bachelor of Science
degree in Business Administration from Bridgewater
College. Mr. Ashley B. Smith is the son of Mr. Rodney I.
Smith. The Company believes that Mr. Smith’s education,
experience in the precast concrete industry and business experience
give him the qualifications and skills necessary to serve in the
capacity as a director.
Wesley A.
Taylor.
Director
. Wesley A. Taylor served as Vice President of
Administration of the Company from 1989 until January 2017 and has
served as a Director since 1994. Mr. Taylor holds a Bachelor of
Arts degree from Northwestern State University. The Company
believes that Mr. Taylor’s education, business experience and
his extensive experience in the precast concrete industry gives him
the qualifications and skills necessary to serve in the capacity as
a director.
2
Richard
Gerhardt.
Director.
Mr. Gerhardt has served as a member of the Board of Directors of
the Company since 2016. He is currently President of Sales Services
International, Inc., a consulting firm, and Chief Sales Officer for
IMEX Global Solutions, Inc., a logistics company, since April 2019,
and is also serving as a Fauquier County, Virginia Supervisor for
the Cedar Run Magisterial District since January 2016. From 2003 to
2014, Mr. Gerhardt served in an escalating succession of positions
for three global shipping and logistic companies: DHL Global Mail,
ESI Global Logistic and MSI Worldwide. His eight years as
President, Chief Operating Officer, and shareholder of MSI
Worldwide culminated in its acquisition by Belgian Post. Mr.
Gerhardt holds a Bachelor of Arts in Business Administration with a
minor in Economics from Washington College in Chestertown,
Maryland. The Company believes that Mr. Gerhardt's current and past
business-related experience provides him with the knowledge and
skills necessary to serve in the capacity as a director of the
Company.
James Russell
Bruner.
Director.
Mr. Bruner has served as a member of the Board of
Directors of the Company since December 2018.
Mr. Bruner has served as Chairman of Maersk Line,
Limited (“Maersk Line”) since November 2016 and was
President and Chief Executive Officer of Maersk Line from January
2014 to November 2017. Maersk Line owns and operates a fleet of
container and tanker ships that are under the flag of the United
States. These ships support military, government and humanitarian
missions through the transportation of United States government
cargo on an international basis. Maersk Line operates as a
subsidiary of A.P. Moller-Maersk A/S, an integrated transport and
logistics company headquartered in Copenhagen, Denmark. Mr. Bruner
attended Bridgewater College in Virginia. He is a graduate of the
University of Michigan Executive Program and Harvard Business
School's Advanced Management Program.
The Company believes that Mr. Bruner's current and
past business-related experience provides him with the knowledge
and skills necessary to serve in the capacity as a director of the
Company.
GENERAL INFORMATION RELATING
TO THE BOARD OF DIRECTORS AND OFFICERS
Director
Independence
Currently Richard
Gerhardt, James Russell Bruner, and Wesley A. Taylor are
independent directors of the Company as determined under the NASDAQ
Marketplace Rules. The other Directors are not considered
independent in view of their positions as current or recent
executive officers of the Company.
Meetings of the Board of
Directors
The Board of Directors
met formally three times during 2020 and met informally on a number
of occasions, voting on corporate actions, in some cases, by
written consent. All of the Company’s current directors
attended all of the meetings of the Board of Directors in person
and the respective committees of which they are
members.
With the exception of
Rodney I. Smith and Ashley B. Smith, who are father and son,
respectively, no Director or executive officer of the Company is
related by blood, marriage, or adoption to any of the
Company’s other Directors or executive officers. There are no
related-party transactions required to be disclosed pursuant to
Item 404 of Regulation S-K.
3
Nominating and
Governance Committee
The Company created a Nominating and Governance
Committee in April, 2020. The Nominating and Governance Committee
operates under a written charter adopted by the Board of Directors
and the charter is available without charge on our website
at
www.smithmidland.com
under the heading
“Investors/Governance Docs”. Hard copies may also be
obtained, without charge, by writing to our Secretary at
Smith-Midland Corporation at 5119 Catlett Road, Midland, Virginia
22728. The Nominating and Governance Committee held three meetings
during the fiscal year ended December 31,
2020.
As of the record date, the members
of the Nominating and Governance Committee consisted of Richard
Gerhardt and James Russell Bruner. All of the members of the
Nominating and Governance Committee have been determined to meet
the applicable NASDAQ Marketplace and SEC rules for independence.
The purpose of the Nominating and Governance Committee is to
identify, screen and recommend to the Board qualified candidates to
serve as directors, to develop and recommend to the Board a set of
corporate governance principles applicable to the Company, and to
oversee corporate governance and other organizational matters. The
Nominating and Governance Committee’s responsibilities
include, among other things:
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reviewing
qualified candidates to serve as directors;
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aiding
in attracting qualified candidates to serve on the
Board;
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considering,
reviewing and investigating (including with respect to potential
conflicts of interest of prospective candidates) and either
accepting or rejecting candidates suggested by stockholders,
directors, officers, employees and others;
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recommending
to the Board nominees for new or vacant positions on the Board and
providing profiles of the qualifications of the
candidates;
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monitoring
our overall corporate governance and corporate compliance
program;
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reviewing
and adopting policies governing the qualification and composition
of the Board of Directors;
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reviewing
and making recommendations to the Board regarding Board structure,
including establishing criteria for committee membership,
recommending processes for new Board member orientation, and
reviewing and monitoring the performance of incumbent
directors;
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recommending
to the Board action with respect to implementing resignation,
retention and retirement policies of the Board;
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reviewing
the role and effectiveness of the Board, the respective Board
committees and the directors in our corporate governance
process; and
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reviewing
and making recommendations to the Board regarding the nature and
duties of Board committees, including evaluating the committee
charters, recommending appointments to committees, and recommending
the appropriate chairperson for the Board.
Director
Nomination Procedures
The Nominating and Governance
Committee will consider individuals recommended by stockholders for
nomination as candidates for election to the Board at annual
meetings of stockholders. Such suggested nominees will be
considered in the context of the Nominating and Governance
Committee’s determination regarding all issues relating to
the composition of the Board, including the size of the Board, any
criteria the Nominating and Governance Committee may develop for
prospective Board candidates and the qualifications of candidates
relative to any such criteria. The Nominating and Governance
Committee may also take into consideration the number of shares
held by the recommending stockholder and the length of time that
such shares have been held. Any stockholder who wants to nominate a
candidate for election to the Board must deliver timely notice to
our Secretary at Smith-Midland Corporation at 5119 Catlett Road,
Midland, Virginia 22728. In order to be timely, the notice must be
delivered:
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in the case of an annual meeting, not less than 60
days nor more than 90 days prior to the anniversary date of the
immediately preceding annual meeting of stockholders, although if
the annual meeting is more than 30 days before or more than 60 days
after such anniversary date, the notice must be received not less
than 60 days nor more than 90 days prior to the date of such annual
meeting or the 10
th
day following the date public
disclosure of the annual meeting was made; and
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in the case of a special meeting, not less than 60
days nor more than 90 days prior to the date of such special
meeting or the 10
th
day following the date public
disclosure of the special meeting was made.
4
The
stockholder’s notice to the Secretary must set
forth:
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as
to each person whom the stockholder proposes to nominate for
election as a director
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the
nominee’s name, age, business address and residence
address;
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the
nominee’s principal occupation and employment;
o
the
class and series and number of shares of each class and series of
capital stock of the Company which are owned beneficially or of
record by the nominee, and any other direct or indirect pecuniary
or economic interest in any capital stock of the Company held by
the nominee, including without limitation, any derivative
instrument, swap (including total return swaps), option, warrant,
short interest, hedge or profit sharing arrangement, and the length
of time that such interest has been held by the nominee;
and
o
any
other information relating to the nominee that would be required to
be disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for election of
directors pursuant to Section 14 of the Securities and Exchange Act
of 1934, as amended, and the rules and regulations promulgated
thereunder.
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as to the
stockholder giving the notice
o
the
stockholder’s name and record address;
o
the
class and series and number of shares of each class and series of
capital stock of the Company which are owned beneficially or of
record by the stockholder, and any other direct or indirect
pecuniary or economic interest in any capital stock of the Company
held by the stockholder, including without limitation, any
derivative instrument, swap (including total return swaps), option,
warrant, short interest, hedge or profit sharing arrangement, and
the length of time that such interest has been held by the
stockholder; and
o
any other
information relating to the stockholder that would be required to
be disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for election of
directors pursuant to section 14 of the
Securities and Exchange Act of 1934, as
amended,
and the rules and regulations promulgated
thereunder.
The notice
delivered by a stockholder must be accompanied by a written consent
of each proposed nominee to be named as a nominee and to serve as a
director if elected. The stockholder must be a stockholder of
record on the date on which the stockholder gives the notice
described above and on the record date for the determination of
stockholders entitled to vote at the meeting.
The Nominating and Governance
Committee will consider certain minimum qualifications for serving
as a director including that a nominee demonstrate, by significant
accomplishment in his or her field, an ability to make a meaningful
contribution to the Board’s oversight of the business and
affairs of the Company and have an impeccable record and reputation
for honesty and ethical conduct in both his or her professional and
personal activities. In addition, the Nominating and Governance
Committee will examine a candidate’s specific experiences and
skills, relevant industry background and knowledge, time
availability in light of other commitments, potential conflicts of
interest, interpersonal skills and compatibility with the Board,
and independence from management and the Company. The Nominating
and Governance Committee will also seek to have the Board represent
a diversity of backgrounds in regards to the anticipated needs of
the Company as a whole so as to leverage the experience and
education of each director in achieving the goals of the
Company.
The Nominating and Governance Committee will not
assign specific weights to particular criteria and no particular
criterion will necessarily be applicable to all prospective
nominees. The Nominating and Governance Committee believes
that the backgrounds and qualifications of the directors,
considered as a group, should provide a composite mix of
experience, knowledge and abilities that will allow the Board to
fulfill its responsibilities.
The Nominating
and Governance Committee will identify potential nominees through
independent research and through consultation with current
directors and executive officers and other professional colleagues.
The Nominating and Governance Committee will look for persons
meeting the criteria above and take note of individuals who have
had a change in circumstances that might make them available to
serve on the Board, for example, retirement as a Chief
Executive Officer or Chief Financial Officer of a company. The
Nominating and Governance Committee also, from time to time, may
engage firms that specialize in identifying director candidates. As
described above, the Nominating and Governance Committee will also
consider candidates recommended by stockholders.
Once a
person has been identified by the Nominating and Governance
Committee as a potential candidate, the committee may collect and
review publicly available information regarding the person to
assess whether the person should be considered further. If the
Nominating and Governance Committee determines that the candidate
warrants further consideration by the committee, the Chairman or
another member of the committee will contact the person. If the
person expresses a willingness to be considered and to serve on the
Board, the Nominating and Governance Committee will request a
resume and other information from the candidate, review the
person’s accomplishments and qualifications, including in
light of any other candidates that the committee might be
considering. The Nominating and Governance Committee may also
conduct one or more interviews with the candidate, either in
person, telephonically or both. In certain instances, Nominating
and Governance Committee members may conduct a background check,
may contact one or more references provided by the candidate or may
contact other members of the business community or other persons
that may have greater first-hand knowledge of the candidate’s
accomplishments. The Nominating and Governance Committee’s
evaluation process will not vary based on whether a candidate is
recommended by a stockholder, although, as stated above, the
committee may take into consideration the number of shares held by
the recommending stockholder and the length of time that such
shares have been held.
5
Compensation Committee
The Compensation Committee operates
under a written charter adopted by the Board of Directors and the
charter is available without charge on our website
at
www.smithmidland.com
under the heading
“Investor
s/Governance Docs”. Hard copies may
also be obtained, without charge, by writing to our
Secretary at Smith-Midland Corporation at 5119
Catlett Road, Midland, Virginia 22728. The Compensation Committee
reviews and assesses the adequacy of its charter annually. The
Compensation Committee held three meetings during the fiscal year
ended December 31, 2020.
As of
the
fiscal year ended
December 31,
2020 and as of the record date, the
members of the Compensation Committee consisted of Richard
Gerhardt, James Russell Bruner, and Wesley A. Taylor. Each member
of the Compensation Committee has been determined by the Board,
which will be reviewed on an annual basis, to meet the standards
for independence required of compensation committee members by
NASDAQ Marketplace and applicable SEC rules.
The Compensation
Committee assists the Board in determining the compensation of the
Company’s executive officers, board advisers, and directors
of the Company, including but not limited to, the grant of
restricted stock pursuant to the 2016 Stock Incentive Plan or other
plan that may be established.
The
Compensation Committee’s principal responsibilities, which
have been authorized by the Board, are:
●
approving
the corporate goals and objectives applicable to the compensation
for the Chief Executive Officer, evaluating at least annually the
Chief Executive Officer’s performance in light of those goals
and objectives and determining and approving the Chief Executive
Officer’s compensation level based on this
evaluation;
●
reviewing
and approving other executive officers’ annual base salaries
and annual incentive opportunities (after considering the
recommendation of our Chief Executive Officer with respect to the
form and amount of compensation for executive officers other than
the Chief Executive Officer);
●
evaluating
the level and form of compensation for Board of Directors and
committee service by non-employee members of our Board and
recommending changes when appropriate;
●
advising the Board on compensation and benefits
matters, including making recommendations and decisions where
authority has been granted regarding our equity-based compensation
plans
and benefit plans
generally, including employee bonus and retirement plans and
programs;
●
approving
the amount of and vesting of equity awards;
●
evaluating
the need for, and provisions of, any employment contracts/severance
arrangements for the Chief Executive Officer and other executive
officers; and
●
reviewing
and discussing with management our disclosure relating to executive
compensation proposed by management to be included in our proxy
statement and recommending that such disclosures be included in our
annual report on Form 10-K and proxy statement.
The Compensation Committee
does not delegate any of its responsibilities to other committees
or persons. Participation by executive officers in the
recommendation or determination of compensation for executive
officers or directors is limited to (i) recommendations by our
Chief Executive Officer to our Compensation Committee regarding the
compensation of executive officers other than with respect to
himself and (ii) our Chief Executive Officer’s
participation in Board determinations of compensation for the
non-employee directors.
Compensation Committee
Interlocks and Insider Participation
No member of the
Compensation Committee is an officer or employee of the Company or
has or had at any time any relationship with the Company that
requires disclosure under Item 404 of Regulation S-K.
6
Audit
Committee
The Company
created an Audit Committee in August
2018. The Audit Committee operates under a written charter adopted
by the Board of Directors and the charter is available without
charge on our website at
www.smithmidland.com
under the heading
“Investor
s/Governance Docs”. Hard copies may
also be obtained, without charge, by writing to our
Secretary at Smith-Midland Corporation at 5119
Catlett Road, Midland, Virginia 22728. The Audit Committee held
three meetings during the fiscal year ended December 31,
2020.
As of the fiscal year ended December 31, 2020, and as of the record
date, the members of the Audit Committee consisted of Richard
Gerhardt, James Russell Bruner, and Wesley A. Taylor. Each member
of the Audit Committee has been determined by the Board, which will
be reviewed on an annual basis, to meet the standards for
independence required of audit committee members by NASDAQ
Marketplace and applicable SEC rules. The Board has determined that
Mr. Bruner is an audit committee "financial expert,” within
the meaning of applicable SEC rules based upon his education, which
he is a graduate of the University of Michigan Executive Program
and Harvard Business School’s Advanced Management Program,
and business-related experience.
The formal
report of the Audit Committee is included in this proxy
statement.
The Audit Committee
oversees all accounting and financial reporting processes and the
audit of the Company’s financial statements. The Audit
Committee is responsible for overseeing the quality and integrity
of the Company’s financial statements and the qualifications,
independence, selection and performance of the Company’s
independent registered public accounting firm.
The Audit Committee has recommended
that the audited financial statements for fiscal year ended
December 31, 2020 be included in the Company’s Annual
Report on Form 10-K for the fiscal year then ended.
Leadership
Structure
Currently, the Company
separates the roles of Chairman of the Board and Chief Executive
Officer. Rodney I. Smith is Chairman of the Board. The Company
believes that Mr. Rodney I. Smith's history with the Company, as
co-founder and former executive officer, makes him an appropriate
person to provide Chairman oversight.
Risk
Oversight
It is the responsibility
of the Board to oversee the assets of the Company and to ensure
that appropriate controls are in place to minimize risks associated
with such assets. While the Board is tasked with the
responsibility to detect potential high level risks, management is
tasked with managing risk on a daily basis. Where possible,
management, in conjunction with the Board, has defined high level
risk controls to help mitigate the most significant risks to the
Company.
Code of
Ethics
The Company adopted a
code of ethics that applies to the Chief Executive Officer, Chief
Financial Officer, Accounting Manager, and persons performing
similar functions. The Board of Directors approved the code of
ethics at their meeting on June 3, 2020. A copy may be obtained
without charge by requesting one in writing from Secretary,
Smith-Midland Corporation, P.O. Box 300, 5119 Catlett Road,
Midland, VA 22728. The code of ethics is also posted on the
Company's website at
www.smithmidland.com
on the home page.
Communications Between
Stockholders and the Board of Directors
Stockholders and other
interested parties wishing to communicate with members of the Board
of Directors should send a letter to the Secretary of the Company
with instructions as to which director(s) is to receive the
communication. The Secretary will forward the written
communication to each member of the Board of Directors identified
by the stockholder or, if no individual director is identified, to
all members of the Board of Directors.
7
Director Attendance at Annual
Meeting
The Company has not in
the past required members of the Board of Directors to attend each
annual meeting of the stockholders because the formal meetings have
been attended by very few stockholders, and have generally been
brief and procedural in nature. All of the Company’s
current directors attended the 2020 Annual Meeting of stockholders
via teleconference. The Board will continue to monitor stockholder
interest and attendance at future meetings and re-evaluate this
policy as appropriate.
Director
Compensation
All non-executive officer Directors receive $3,000 per meeting as
compensation for their services as Directors, with an additional
$3,000 annual fee for service as the chair of the Audit Committee,
$3,000 annual fee for service as the chair of the Compensation
Committee, and $6,000 annual fee for service as the Chairman of the
Board.
The Company does not pay any additional compensation to directors
who are members of our management, but the Company reimburses all
directors for out-of-pocket expenses incurred in connection with
attending Board and committee meetings or otherwise in their
capacity as directors.
Director Compensation Table
for
2020
|
Name
|
Fees
Earned or
Paid in Cash
($)
|
Stock
Awards
($)(2)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compen-sation
|
Non-
Qualified
Deferred
Compen-
sation
Earnings
|
All Other
Compen-sation
|
Total
($)
|
|
Rodney I. Smith
(2)
|
15,000
|
13,470
|
—
|
—
|
—
|
—
|
28,470
|
|
Ashley B. Smith
(3)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|
Wesley A.
Taylor
|
9,000
|
35,920
|
—
|
—
|
—
|
—
|
44,920
|
|
Richard
Gerhardt
|
12,000
|
35,920
|
—
|
—
|
—
|
—
|
47,920
|
|
James Russell
Bruner
|
12,000
|
35,920
|
—
|
—
|
—
|
—
|
47,920
|
(1) Restricted shares granted vest, ratably, with 1/3
vesting immediately on grant, 1/3 one year following the grant, and
1/3 two years following the grant date. All shares were granted in
December 2020.
(2) Does not include an annual royalty fee of $99,000 paid to Mr.
Smith, pursuant to an employment agreement, payable as
consideration for his assignment to the Company of all of his
rights, title, and interest in certain patents.
(3) All compensation for Ashley B. Smith is reported in
Compensation of Executive Officers.
Executive
Officers
The executive officers
of the Company are:
|
|
|
|
|
Director or
Executive
|
|
|
|
Name
|
|
Age
|
|
Officer Since
|
|
Position
|
|
Ashley B.
Smith
|
|
59
|
|
1994
|
|
Chief Executive Officer,
President, and Director
|
|
|
|
|
|
|
|
|
|
Adam J.
Krick
|
|
36
|
|
2018
|
|
Chief Financial Officer,
Secretary, and Treasurer
|
Adam J. Krick.
Chief Financial Officer.
Adam J. Krick has served as Chief Financial Officer of
the Company since January 2018. Prior to becoming the Chief
Financial Officer, Mr. Krick served as the Accounting Manager for
the Company since 2014. Prior to joining the Company, Mr. Krick
worked in public accounting focusing on tax and business
consulting. Mr. Krick serves on the board as the Treasurer for
Precast/Prestressed Concrete Institute Mid-Atlantic Chapter. Mr.
Krick is a Certified Public Accountant and holds a Bachelor of
Business Administration degree in Accounting from James Madison
University.
For the biography of Mr.
Ashley B. Smith please see “Proposal No. 1—Election of
Directors”.
8
Proposal
No. 2
PROPOSAL TO RATIFY AND APPROVE
THE SELECTION OF BDO USA, LLP
AS THE INDEPENDENT AUDITORS
FOR THE COMPANY FOR THE YEAR ENDING
December 31,
2021
The Company has
selected BDO USA, LLP to serve as its independent registered public
accounting firm for the year ending December 31,
2021.
The Board unanimously recommends that
Stockholders vote
FOR
the ratification of the
selection of BDO USA, LLP as the independent auditors for the
Company for the year ending
December 31,
2021.
AUDIT COMMITTEE
REPORT
The Company
created an Audit Committee in August 2018. The following is the
report of the Audit Committee of the Board of Directors of the
Company.
The Audit
Committee is responsible for overseeing the integrity of the
Company’s financial statements, the qualifications,
independence, selection and compensation of the Company’s
registered independent public accounting firm, and the internal
control functions as they relate to the preparation of the
financial statements.
Among other
things, the Audit Committee reviews and discusses with management
and with the Company’s independent registered public
accounting firm the results of the Company’s year-end audit,
including the audit report and audited financial statements. The
members of the Audit Committee of the Board are presenting this
report for the fiscal year ended December 31, 2020.
The Audit
Committee acts pursuant to a written charter. The Audit Committee
reviews and assesses the adequacy of its charter annually. The
Audit Committee held four meetings during the fiscal year ended
December 31, 2020.
All members of the Audit Committee
are independent directors, qualified to serve on the Audit
Committee pursuant to the applicable NASDAQ
Marketplace
Rules.
The Audit Committee
provides advice, counsel, and direction to management and the
independent registered public accounting firm, based on the
information it receives from them.
Management is
responsible for the preparation, presentation and correctness of
the Company’s financial statements, internal controls over
financial reporting and procedures designed to assure compliance
with generally accepted accounting procedures. The Company’s
independent registered public accounting firm, BDO USA, LLP, is
responsible for performing an independent audit of the
Company’s consolidated financial statements in accordance
with generally accepted auditing standards in the United States of
America and issuing a report thereon.
Management has
represented to the Audit Committee that the Company’s
consolidated financial statements were prepared in accordance with
generally accepted accounting principles, and the Audit Committee
has reviewed and discussed with management and BDO USA, LLP, the
Company’s audited financial statements as of and for the year
ended December 31, 2020. The Audit Committee also discussed
with BDO USA, LLP the applicable requirements of the Public Company
Accounting Oversight Board (PCAOB) and the Securities and Exchange
Commission. The Audit Committee has received the written
disclosures and the letter from BDO USA, LLP required by applicable
requirements of the PCAOB regarding BDO USA, LLP’s
communications with the Audit Committee concerning independence,
and the Audit Committee has discussed with BDO USA, LLP its
independence. The Audit Committee has also discussed the
compatibility of the provision of non-audit services with the
independent auditor’s independence.
Management has also
represented to the Audit Committee that it has completed an
assessment of the effectiveness of the Company’s internal
control over financial reporting, and the Audit Committee has
reviewed and discussed with management and BDO USA, LLP the scope
and results of their respective assessments of the Company’s
internal control over financial reporting.
The Audit Committee met at least
once each quarter since its creation with BDO USA, LLP and
management to review the Company’s interim financial results
before the publication of the Company’s quarterly earnings
press releases. The Audit Committee also intends to meet separately
with BDO USA, LLP without the members of management present on at
least an annual basis.
Based on the review and
discussions described in this report, the Audit Committee
recommended that the audited financial statements referred to above
be included in the Company’s Annual Report on Form 10-K for
the year ended December 31, 2020, for filing with the
Securities and Exchange Commission.
|
|
The Audit
Committee:
Richard Gerhardt
James
Russell Bruner
Wesley A.
Taylor
|
9
AUDIT AND RELATED
FEES
The aggregate fees
billed for each of the two most recent fiscal years for
professional services rendered by BDO USA, LLP, the principal
accountant for the audit of the Company, for assurance and related
services related to the audit; for tax compliance, tax advice, and
tax planning; and for all other audited-related fees are shown in
the table below.
Audit Fees. Fees charged
as audit fees are for the audit of the Company’s annual
financial statements and review of financial statements included in
the Company’s Forms 10-Q or services that are normally
provided by the accountant in connection with statutory and
regulatory filings or engagements.
Tax Fees. Tax fees are
for professional services rendered by BDO USA, LLP for tax
compliance, tax advice, and tax planning.
Audit-Related Fees. Fees
paid to BDO USA, LLP for the audit of the Company's 401(k) benefit
plan.
The Company has a
separate standing Audit Committee. All members of the Audit
Committee are considered to be independent when using the
definition of the NASDAQ Marketplace Rules.
In accordance with
applicable laws and regulations, the Audit Committee reviews and
pre-approves any non-audit services to be performed by BDO USA, LLP
to ensure that the work does not compromise their independence in
performing their audit services. The Audit Committee generally also
reviews and pre-approves all audits, audit related, tax and all
other fees, as applicable. In some cases, pre-approval may be
provided for up to a year and relates to a particular category or
group of services and is subject to a specific budget and SEC
rules.
|
|
2020
|
2019
|
|
Audit Fees
|
$
175
|
$
155
|
|
Tax Fees
|
—
|
30
|
|
Audit-Related
Fees
|
—
|
10
|
|
Total Fees
|
$
175
|
$
195
|
10
BENEFICIAL OWNERSHIP OF COMMON
STOCK
The following table sets
forth, as of April 26, 2021, certain information concerning
ownership of the Company’s Common Stock by (i) each person
known by the Company, based solely on filings with the Securities
and Exchange Commission, to own of record or be the beneficial
owner of more than five percent (5%) of the Company’s Common
Stock, (ii) named executive officers and Directors, and (iii) all
Directors, and executive officers as a group. Except as otherwise
indicated, the stockholders listed in the table have sole voting
and investment powers with respect to the shares
indicated.
|
Name and Address of Beneficial Owner
(1)
|
Number of Shares
Beneficially Owned
(2)
|
Percentage of
Class
|
|
Rodney I. Smith
(1)(3)(4)(5)
|
686,469
|
13.2
%
|
|
|
|
|
|
Ashley B. Smith
(1)(3)(4)(6)
|
191,829
|
3.7
%
|
|
|
|
|
|
Wesley A. Taylor
(1)(7)
|
32,838
|
*
|
|
|
|
|
|
Richard Gerhardt
(1)(7)
|
6,171
|
*
|
|
|
|
|
|
James Russell Bruner
(1)(7)
|
10,171
|
*
|
|
|
|
|
|
Adam J. Krick
(1)(8)
|
10,236
|
*
|
|
|
|
|
|
Thompson Davis &
Co., Inc. (9)
|
769,643
|
14.8
%
|
|
|
|
|
|
Wax Asset Management,
LLC (10)
|
410,880
|
7.9
%
|
|
|
|
|
|
All directors and
executive officers as a group (6 persons)(11)
|
937,714
|
17.9
%
|
* Less than
1%
(1) The address for
each of Messrs. Rodney I. Smith, Ashley B. Smith, Wesley A.
Taylor, Richard Gerhardt, James Russell Bruner, and Adam J.
Krick is c/o Smith-Midland Corporation, 5119 Catlett Road, Midland,
Virginia 22728.
(2) Pursuant to the
rules and regulations of the Securities and Exchange Commission,
shares of Common Stock that an individual or group has a right to
acquire within 60 days pursuant to the exercise of options or
warrants are deemed to be outstanding for the purposes of computing
the percentage ownership of such individual or group, but are not
deemed to be outstanding for the purpose of computing the
percentage ownership of any other person shown in the table. The
table does not include performance-based restricted stock grants
under the Company's 2016 Equity Incentive Plan, as the number of
shares to be awarded is not determinable and the recipients do not
have the right to vote or other elements of beneficial ownership
until vesting; included are restricted shares subject solely to
continued services as a director or employee.
(3) Ashley B. Smith
is the son of Rodney I. Smith. Each of Rodney I. Smith and
Ashley B. Smith disclaims beneficial ownership of the other’s
shares of Common Stock.
(4) Does not
include aggregate of 116,621 shares of Common Stock held by Matthew
Smith and Roderick Smith. Matthew Smith and Roderick Smith are
sons of Rodney I. Smith, and brothers of Ashley B. Smith, for which
each of Rodney I. Smith and Ashley B. Smith disclaims beneficial
ownership.
(5) Includes 1,171 unvested restricted shares
granted pursuant to the Company's 2016 Equity Incentive
Plan.
(6)
Includes 8,254 unvested restricted shares granted
pursuant to the Company's 2016 Equity Incentive
Plan
.
(7)
Includes 2,838 unvested restricted shares granted
pursuant to the Company's 2016 Equity Incentive
Plan
.
(8)
Includes 4,691 unvested restricted shares granted
pursuant to the Company's 2016 Equity Incentive
Plan
.
(9) Address of holder is
15 S. 5th Street, Richmond, VA 23219.
(10) Address of holder
is 44 Cherry Lane, Madison, CT 06443.
(11)
Includes 22,630 unvested restricted shares
granted pursuant to the Company's 2016 Equity Incentive
Plan
.
11
EQUITY COMPENSATION PLAN
INFORMATION
The following table sets
forth information as of December 31, 2020 regarding the
Company's equity compensation plans:
|
Plan Category
|
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants and
rights
|
Weighted
average exercise
price of
outstanding
options, warrants and
rights
|
Number of
securities remaining
available for future
issuance under
equity compensation plans
|
|
Equity compensation
plans approved by security holders
|
—
|
—
|
—
|
|
Equity compensation
plans not approved by security holders (1)
|
—
|
—
|
170,334
|
|
Total
|
—
|
—
|
170,334
|
(1) The Equity Incentive
Plan has a balance of 170,334 shares of stock unissued and
available for award at December 31, 2020.
On October 13,
2016 the Company's Board of Directors adopted the 2016 Equity
Incentive Plan (the "Equity Incentive Plan"). Employees, directors
and consultants of the Company are eligible to participate in the
Equity Incentive Plan. The Equity Incentive Plan is administered by
the Compensation Committee of the Board of Directors or the full
Board during such times as no committee is appointed by the Board
or during such times as the Board is acting in lieu of the
committee (the "Committee"). The Equity Incentive Plan provides for
the grant of equity-based compensation in the form of restricted
stock, restricted stock units, performance shares, performance cash
and other share-based awards. The Committee has the authority to
determine the type of award, as well as the amount, terms and
conditions of each award, under the Equity Incentive Plan subject
to the limitations and other provisions of the Equity Incentive
Plan. An aggregate of 400,000 shares of Common Stock, par value
$.01 per share, were authorized for issuance under the Equity
Incentive Plan, subject to adjustment for stock splits, dividends,
distributions, recapitalizations and other similar transactions or
events, of which amount 170,334 remains available for issuance. If
any shares subject to an award are forfeited, expire, or otherwise
terminate without issuance of such shares, such shares shall, to
the extent of such forfeiture, expiration, or termination, again be
available for issuance under the Equity Incentive
Plan.
12
Compensation of Executive
Officers
The following table sets
forth the compensation paid by the Company for services rendered
for 2020 and 2019 to the principal executive officer as well as the
other executive officer of the Company (the “named executive
officers”) as of the end of 2020:
Summary Compensation
Table
|
Name and Principal Position
|
|
Year
|
Salary ($)(1)
|
Bonus ($)(2)
|
Stock Awards ($)
|
All Other Compensation ($)
|
Total ($)
|
|
Ashley B.
Smith
|
|
2020
|
313,666
|
133,894
|
89,800
|
—
|
537,360
|
|
President and Chief
Executive Officer (3)
|
|
2019
|
275,100
|
152,420
|
—
|
—
|
427,520
|
|
|
|
|
|
|
|||
|
Adam J.
Krick
|
|
2020
|
168,468
|
34,687
|
53,880
|
—
|
257,035
|
|
Chief Financial Officer
(4)
|
|
2019
|
144,569
|
55,741
|
—
|
—
|
200,310
|
(1) Represents
salaries paid in 2020 and 2019 for services provided by each named
executive officer serving in the capacity listed.
(2) Represents
amounts paid for annual performance-based bonus related to
operations for the prior year.
(3)
Includes 10,000
restricted shares granted in December 2020 pursuant to the
Company's 2016 Equity Incentive Plan, which 3,333 shares vested in
full immediately on the grant date, 3,333 shares vest one year
following the grant date, and the remaining 3,334 vest two years
following the grant date. The value of the common stock shares at
the grant date was $89,800.
(4) Includes 6,000 restricted shares granted in December 2020
pursuant to the Company's 2016 Equity Incentive Plan, which 2,000
shares vested in full immediately on the grant date, 2,000 shares
vest one year following the grant date, and the remaining 2,000
vest two years following the grant date. The value of the common
stock shares at the grant date was $53,880.
13
The following
table sets forth information for the named executive officers
regarding any common share purchase options, stock awards or equity
incentive plan awards that were outstanding as of December 31,
2020.
Outstanding Equity Awards at
Fiscal Year-End
|
Name
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
Option
Exercise
Price
($/Sh)
|
Option
Expiration
Date
|
Number of Shares or
Units of Stock that have not Vested (#)
|
Market Value of Shares
or Units of Stock that have not Vested ($)
|
Equity Incentive Plan
Awards: Number of Unearned Shares, Units or Other Rights that have
not Vested (#)(1)
|
Equity Incentive Plan
Awards: Market or Payout Value of Unearned Shares, Units or Other
Rights that have not Vested ($)(1)
|
|
Ashley B.
Smith
|
—
|
—
|
—
|
—
|
—
|
—
|
6,667
|
63,003
|
|
Adam J.
Krick
|
—
|
—
|
—
|
—
|
—
|
—
|
4,000
|
37,800
|
|
TOTAL
|
—
|
—
|
|
|
—
|
—
|
10,667
|
100,803
|
(1) Restricted shares granted vest, ratably, with 1/3 vesting
immediately upon grant, 1/3 one year following the grant date, and
1/3 two years following the grant date. All shares were granted in
December 2020.
Employment Contracts and
Termination of Employment and Change in Control
Arrangements.
The
Company has entered into an employment agreement (the
“Employment Agreement”), dated as of November 11, 2020,
with Ashley B. Smith pursuant to which Mr. Smith serves as the
Chief Executive Officer and President of the
Company.
The Employment Agreement is for a term
of three years commencing on November 11, 2020 (the
“Effective Date”) through and including November 10,
2023 (the “Employment Period”), subject to early
termination as provided therein
. Commencing on the first
anniversary of the Effective Date, and on each annual anniversary
thereafter (such date and each annual anniversary thereof shall be
hereinafter referred to as the “Renewal Date”), unless
previously terminated, the Employment Period shall be automatically
extended so as to terminate three years from such Renewal Date,
unless at least 180 days prior to the Renewal Date the Company
shall give notice to Mr. Smith, or Mr. Smith shall give notice to
the Company, that the Employment Period shall not be so
extended.
The Employment
Agreement provides for a base salary (“Base Salary”) of
$300,000 per year,
with an increase of no less than 3%
per annum.
Mr.
Smith’s Base Salary shall be reviewed annually by the
Compensation Committee of the Board of Directors (the
“Compensation Committee”) pursuant to its normal
performance review policies for senior executives and may be
increased but not decreased. Mr. Smith is also entitled to receive
an annual bonus incentive payment (the “Incentive Bonus
Payment”) as determined by the Compensation Committee in its
discretion and, if applicable, in accordance with the terms of any
applicable incentive plan of the Company and subject to the
achievement of any performance goals established by the
Compensation Committee with respect to such fiscal year. Mr. Smith
shall also be eligible to participate in long term cash and equity
incentive plans and programs applicable to senior officers of the
Company.
The Employment Agreement further
provides that if Mr. Smith is terminated by the Company without
Cause or leaves the Company with Good Reason (generally, for
material diminution in Mr. Smith’s Base Salary, target
Incentive Bonus Payment, or
position, authority, duties
or responsibilities
,
relocation of Mr. Smith’s
principal place of business to a location more than 30 miles
from Mr. Smith’s principal place of
business
or material breach by
the Company of the Employment Agreement), Mr. Smith
shall
be paid his Base Salary pro-rated through the
date of termination, any Incentive Bonus Payment earned for a prior
award period but not yet paid, any accrued vacation or paid time
off to the extent not paid and unreimbursed business expenses
(collectively, the “Accrued Obligations”) and any other
amounts or benefits required to be paid or provided or which Mr.
Smith is eligible to receive through the date of termination (the
“Other Benefits”). In the event such termination occurs
within two years following a change of control,
Mr. Smith shall also be entitled to a lump sum
payment equal to the product of (a) 2.99 multiplied by (b) the sum
of Mr. Smith’s Base Salary in effect prior to such
termination and the Target Incentive Bonus Payment for the year of
termination of employment (or, if higher, or if no Target Incentive
Bonus Payment has been established for such year, the Incentive
Bonus Payment for the year prior to the date of termination). In
the event such termination does not occur within two years
following a change of control, Mr. Smith shall also be entitled to
receive an aggregate amount, payable in equal monthly cash payments
over a period of 24 months, equal to the product of (a) 2.0
multiplied by (b) the sum of Mr. Smith’s Base Salary in
effect prior to such termination and the Target Incentive Bonus
Payment for the year of termination of employment (or, if higher,
or if no Target Incentive Bonus Payment has been established for
such year, the Incentive Bonus Payment for the year prior to the
date of termination). The Company shall also continue to provide
Mr. Smith and his dependents with health and other insurance
coverage for 24 months following such
termination.
If Mr. Smith’s employment is
terminated for Cause, because Mr. Smith voluntarily resigns without
Good Reason or due to the death of Mr. Smith, Mr. Smith, or his
estate, as applicable, shall
be paid the Accrued
Obligations and the Other Benefits. If Mr. Smith’s employment
is terminated due to disability, Mr. Smith shall be paid his Base
Salary in equal monthly payments for one year commencing on the
date of termination,
the Target
Incentive Bonus Payment for the year of termination of employment
(or, if no Target Incentive Bonus Payment has been established for
such year, the Incentive Bonus Payment for the year prior to the
date of termination), the Accrued Obligations and the Other
Benefits.
Mr.
Smith is also subject to non-competition and non-solicitation
restrictions during the Employment Period and for a period of two
years thereafter.
The Company has an employment agreement with its former Chief
Executive Officer and current Chairman of the Board, Rodney I.
Smith. While Mr. Smith ceased providing services as Chief Executive
Officer in May 2018, he received his salary, pursuant to the terms
of the agreement, through September 2019. The agreement also
provides for an annual royalty fee of $99,000 payable as
consideration for his assignment to the Company of all of his
rights, title and interest in certain patents. Payment of the
royalty continues for as long as the Company is using the
inventions underlying the patents. Mr. Smith also received
compensation from the Company for his services as a Director and
Chairman of the Board. Mr. Smith is currently being
compensated with respect to royalty payments in accordance with the
employment agreement.
14
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
BDO USA, LLP acted as
our independent registered public accounting firm for the fiscal
year ended December 31, 2020. A representative of BDO USA, LLP
is expected to be present at the Annual Meeting with the
opportunity to make a statement if he desires to do so, and will be
available to respond to appropriate questions.
VOTING AT
MEETING
The Board of Directors
has fixed April 26, 2021 as the record date for the determination
of Stockholders entitled to vote at this Annual Meeting. On or
about that date, 5,202,515 shares of Common Stock were outstanding
and entitled to vote.
SOLICITATION OF
PROXIES
The cost of solicitation
of proxies will be borne by the Company. In addition to the
solicitation of proxies electronically or by mail, officers and
employees of the Company may solicit in person or by telephone. The
Company may reimburse brokerage firms and other persons
representing beneficial owners of shares for their expenses in
forwarding solicitation materials to beneficial
owners.
REVOCATION OF
PROXY
Subject to the terms and
conditions set forth herein, all proxies received by the Company
will be effective, notwithstanding any transfer of the shares to
which such proxies relate, unless prior to the Annual Meeting, the
Company receives a written notice of revocation signed by the
person who, as of the record date, was the registered holder of
such shares. The Notice of Revocation must indicate the certificate
number or numbers of the shares to which such revocation relates
and the aggregate number of shares represented by such
certificate(s).
DEADLINE FOR SUBMISSION OF STOCKHOLDER
PROPOSALS FOR THE 2022 ANNUAL MEETING
Pursuant to SEC Rule
14a-8, in order to be included in proxy material for next
year’s Annual Meeting, stockholders’ proposed
resolutions must be received by the Company no later than January
10, 2022. In addition, the by-laws of the Company require that we
be given advance notice of stockholder nominations for election to
the Board of Directors and of other matters which stockholders wish
to present for action at an annual meeting of stockholders. The
required notice must be delivered to the Secretary of the Company
at our principal offices not less than 60 days and not more than 90
days prior to the anniversary date of the immediately preceding
annual meeting of stockholders. These requirements are separate
from and in addition to the SEC requirements that a stockholder
must meet in order to have a stockholder proposal included in the
Company’s proxy statement.
Pursuant to our
by-laws, if notice of any stockholder proposal is received earlier
than March 25, 2022 or after April 24, 2022, then the notice will
be considered untimely and we are not required to present such
proposal at the Annual Meeting to be held in 2022. If the
Board of Directors chooses to present a proposal submitted after
April 24, 2022 at next year’s Annual Meeting, then the
persons named in proxies solicited by the Board of Directors for
such Annual Meeting may exercise discretionary voting power with
respect to such proposal.
15
HOUSEHOLDING OF PROXY
MATERIAL
Some banks, brokers, and
other nominee record holders may have sent a proxy statement, proxy
card, and an annual report to stockholders to multiple stockholders
in your household. If you would like to obtain another copy of the
proxy statement, proxy card or annual report to stockholders,
please contact by mail Secretary, Smith-Midland Corporation, 5119
Catlett Road, Midland, Virginia 22728. If you want to receive
separate copies of our proxy statements, proxy card and annual
reports in the future, or if you are receiving multiple copies and
would like to receive only one copy for your household, you should
contact your bank, broker, or other nominee record
holder.
ANNUAL REPORT ON FORM
10-K
The company
makes available, free of charge on its website, all of its filings
that are made electronically with the SEC, including Forms 10-K,
10-Q, and 8-K
. The filings are also
available on the SEC's website (
www.sec.gov
). To access these
filings, go to our website (
www.smithmidland.com
)
and click on the heading "Investors/SEC Filings." Copies of
Smith-Midland's Annual Report on Form 10-K for the fiscal year
ended December 31, 2020, including financial statements and
schedules thereto, filed with the SEC, are also available without
charge to stockholders upon written request addressed to the
Secretary at Smith-Midland at 5119 Catlett Road, Midland, VA
22728.
MISCELLANEOUS
The management does not
know of any other matter that may come before the Annual Meeting.
However, if any other matters are properly presented to the Annual
Meeting, it is the intention of the persons named in the
accompanying proxy to vote, or otherwise act, in accordance with
their judgment on such matters.
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By Order of the Board
of Directors:
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/s/ Rodney I.
Smith
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Rodney I.
Smith
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Chairman of the Board
of Directors
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Midland,
Virginia
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May 7, 2021
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THE MANAGEMENT HOPES
THAT STOCKHOLDERS WILL ATTEND THE ANNUAL MEETING. WHETHER OR NOT
YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, DATE, SIGN, AND
RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE IF YOU
RECEIVED THIS PROXY IN THE MAIL, OR FOLLOW THE INSTRUCTIONS
CONTAINED IN THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS
TO VOTE ON THE INTERNET. PROMPT RESPONSE WILL GREATLY FACILITATE
ARRANGEMENTS FOR THE MEETING AND YOUR COOPERATION WILL BE
APPRECIATED. STOCKHOLDERS WHO ATTEND THE MEETING MAY VOTE THEIR
STOCK PERSONALLY EVEN THOUGH THEY HAVE SENT IN THEIR PROXIES OR
VOTED ON THE INTERNET.
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SMITH-MIDLAND CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
ANNUAL
MEETING OF STOCKHOLDERS – WEDNESDAY, JUNE 23, 2021 AT 4:00 PM
EASTERN TIME
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CONTROL ID:
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REQUEST ID:
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The
undersigned herby appoints Ashley B. Smith and Adam J. Krick, or
either of them as attorneys and proxies with full power of
substitution in each of them, in the name and stead of the
undersigned to vote for and on behalf of the undersigned at the
Annual Meeting of Stockholders of SMITH-MIDLAND CORPORATION, to be
held at Warrenton-Fauquier Airport Terminal, 1533 Iris Trail,
Midland, VA 22728, on Wednesday, June 23, 2021 at 4:00 PM Eastern
Time, and at any adjournment or adjournments thereof, upon and with
respect to all shares of the Common Stock of the Company upon and
with respect to which the undersigned would be entitled to vote and
act if personally present. The undersigned hereby directs Ashley B.
Smith and Adam J. Krick, or either of them, to vote in accordance
with their judgement on any matters which may properly come before
the meeting, all as indicated in the Notice of the meeting receipt
of which is hereby acknowledged, and to act on the matters set
forth in such Notice.
The
shares represented by this proxy will be voted for and in favor of
the items set forth unless a contrary specification is
made.
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(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
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VOTING INSTRUCTIONS
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If you vote by fax, internet or phone, please DO NOT mail your
proxy card.
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MAIL:
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Please
mark, sign, date, and return this Proxy Card promptly using the
enclosed envelope.
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FAX:
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Complete the reverse portion of this Proxy Card
and Fax to
202-521-3464.
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INTERNET:
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https://www.iproxydirect.com/SMID
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PHONE:
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1-866-752-VOTE(8683)
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ANNUAL MEETING OF THE STOCKHOLDERS OF SMITH-MIDLAND
CORPORATION
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PLEASE COMPLETE, DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN
HERE:
☒
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PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
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The Board of Directors recommends a vote
FOR
all the nominees listed and
FOR
Proposal
2.
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Proposal 1
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FOR
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WITHHOLD
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Election
of directors:
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Rodney
I. Smith
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☐
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☐
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Ashley
B. Smith
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☐
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☐
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CONTROL ID:
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Wesley
A. Taylor
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☐
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☐
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REQUEST ID:
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Richard Gerhardt
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☐
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☐
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James
Russell Bruner
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☐
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☐
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FOR
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AGAINST
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ABSTAIN
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Proposal
to ratify and approve the selection of BDO USA, LLP as the
independent auditors for the Company for the year ending December
31, 2021.
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☐
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☐
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☐
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Proposal 3
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In
their discretion to transact such other business as may properly
come before the meeting or any adjournments thereof.
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MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING:
☐
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MARK HERE FOR ADDRESS CHANGE
☐
New Address (if applicable):
____________________________________________________________________________________
IMPORTANT:
Please sign exactly as your name or names appear
on this Proxy. When shares are held jointly, each holder should
sign. When signing as executor, administrator, attorney, trustee or
guardian, please give full title as such. If the signer is a
corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership,
please sign in partnership name by authorized
person.
Dated:
________________________, 2021
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(Print
Name of Stockholder and/or Joint Tenant)
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(Signature
of Stockholder)
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(Second
Signature if held jointly)
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18
TABLE OF CONTENTS