| x |
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:
|
| Sincerely
yours,
Barry
I. Regenstein
President
and Chief Financial Officer
|
|
1.
|
To
elect three (3) Class II directors to serve on our Board of Directors
until our 2010 annual meeting of shareholders, or until their respective
successors have been duly elected and
qualified;
|
|
2.
|
To
ratify the selection of D'Arcangelo & Co., LLP as our independent
accountants for the fiscal year ending March 31, 2009;
|
|
3.
|
To
approve an amendment to our Certificate of Incorporation to increase
the
number of authorized shares of common stock from 20,000,000 shares
to 50,000,000 shares; and
|
|
4.
|
To
transact such other business as may properly come before the Annual
Meeting and any adjournment thereof. Our Board of Directors is not
presently aware of any other matter that may be raised for consideration
at the Annual Meeting.
|
|
Page
|
|
|
Proposal
One—Election of Directors
|
10
|
|
Proposal
Two—Ratification of the Appointment of D’Arcangelo & Co., LLP, as
Independent Accountants
|
13
|
|
Proposal
Three—Amendment to Certificate of Incorporation to Increase Number of
Authorized Shares of Common Stock
|
15
|
|
Information
Concerning Executive Officers
|
16
|
|
Security
Ownership of Certain Beneficial Owners and Management
|
17
|
|
Board
Meetings and Committees
|
20
|
|
Section
16(a) Beneficial Ownership Reporting Compliance
|
22
|
|
Executive
Compensation
|
23
|
|
Compensation
Discussion and Analysis
|
28
|
|
Deadline
for Receipt of Shareholder Proposals
|
30
|
|
Other
Matters
|
30
|
|
A:
|
This
Proxy Statement of Command Security Corporation (which we refer to
in this
Proxy Statement as the “Company,” “we,” “us” or “our,” as the context
requires) will first be mailed on or about August 8, 2008 to shareholders
of the Company by the Board of Directors (the “Board”) to solicit proxies
for use at the Annual Meeting.
|
|
A:
|
The
Annual Meeting will be held on September 18, 2008 at 12:00 p.m. New
York
time at the offices of our legal counsel, Dewey & LeBoeuf LLP, 1301
Avenue of the Americas, New York, New
York.
|
|
A:
|
The
Board asks that you vote on the proposals listed in the Notice of
the
Annual Meeting of Shareholders. The votes will be taken at the Annual
Meeting on September 18, 2008 or, if the Annual Meeting is adjourned,
at
any later meeting. The Board recommends that you vote “FOR” each of the
proposals presented in this Proxy
Statement.
|
|
A:
|
All
shareholders of the Company may attend the Annual Meeting. Shareholders
entitled to attend and vote at the above meeting are entitled to
appoint
one or more proxies to attend and vote in their place. A person to
whom a
proxy is granted need not be a shareholder of the
Company.
|
|
A:
|
Shareholders
as of the close of business on July 18, 2008 (the “Record Date”) are
entitled to vote at the Annual Meeting. Each common share is entitled
to
one vote.
|
|
A:
|
You
are being asked to vote on:
|
| 1. |
The
election of three (3) Class II directors to serve on our Board
of
Directors until our 2010 annual meeting of shareholders, or until
their
respective successors have been duly elected and
qualified;
|
| 2. |
The
ratification of the appointment of D'Arcangelo & Co., LLP as our
independent public accounting firm for the fiscal year ending March
31,
2009;
|
| 3. |
An
amendment to our Certificate of Incorporation to increase the number
of
authorized shares of common stock common
stock from 20,000,000 shares to 50,000,000 shares;
and
|
| 4. |
Such
other business as may properly come before the Annual Meeting or
any
adjournments thereof.
|
|
A:
|
You
may vote by either attending the Annual Meeting or by appointing
a proxy
by signing and dating each proxy card you receive and returning it
in the
enclosed prepaid envelope. We encourage you to complete and send
in your
proxy card. If you then decide to attend the Annual Meeting, you
may
revoke your proxy by voting in person.
|
| All shares represented by valid proxies, unless the shareholder otherwise specifies, will be voted: |
|
·
|
“FOR”
the election of each of the three (3) persons identified in “Proposals for
Election of Directors” as nominees for election as Class II directors of
the Company for terms expiring in 2010;
|
|
·
|
“FOR” the ratification of D'Arcangelo & Co., LLP as the independent public accounting firm for the Company for the fiscal year ending March 31, 2009; |
|
·
|
“FOR” the amendment of our Certificate of Incorporation to increase the number of authorized shares of common stock from 20,000,000 shares to 50,000,000 shares; and; |
|
·
|
At
the discretion of the proxy holders with regard to any other matter
that
may properly come before the Annual
Meeting.
|
|
A:
|
Yes.
You may revoke your proxy by:
|
|
·
|
sending
a written notice of revocation or another signed proxy with a later
date
to the Company’s principal executive offices, P.O. Box 340, 1133 Route 55,
Suite D. Lagrangeville, New York 12540;
or
|
|
·
|
attending
the Annual Meeting and voting in
person.
|
|
A:
|
If
you receive more than one proxy card, it is because your shares are
held
in more than one account. You will need to sign and return all proxy
cards
to insure that all your shares are
voted.
|
|
A:
|
If
your shares are held in the name of a broker, then only your broker
can
execute a proxy and vote your shares and only after receiving your
specific instructions. Remember that your shares cannot be voted
unless
you return a signed and executed proxy card to your broker. However,
please be advised that broker non-votes with respect to any matter
to be
voted on at the Annual Meeting will not be voted but will be counted
as
present to determine whether there is a quorum for voting purposes
on such
matters at the Annual Meeting. Broker non-votes occur when a broker,
bank
or other nominee holding shares for a beneficial owner does not vote
on a
particular proposal because the broker, bank or other nominee does
not
have discretionary voting power for that particular proposal and
has not
received instructions from the beneficial owner of the shares. Please
sign, date and promptly mail the enclosed proxy card in the envelope
provided by your broker.
Under
New York law, corporate action taken at a shareholders' meeting is
generally based on the votes cast. “Votes cast” means the votes actually
cast “for” or “against” a particular proposal, whether in person or by
proxy. Therefore, abstentions and broker non-votes generally have
no
effect in determining whether a proposal is approved by Shareholders.
Directors are elected by a plurality of the votes cast, while approval
of
Proposal 2, to ratify the Board’s selection of our independent
accountants, requires the affirmative vote of a majority of the votes
cast
at the Annual Meeting. However, approval of Proposal 3, to amend
our
Certificate of Incorporation to increase the number of authorized
shares
of our common stock, requires the affirmative vote of a majority
of all of
our outstanding common shares, not merely of the votes cast. Accordingly,
abstentions and broker non-votes in connection with Proposal 3 will
have
the same effect as a vote against Proposal 3.
|
|
A:
|
Martin
C. Blake, Jr., our Chief Operating Officer, will tabulate the votes
and
act as inspector of election.
|
|
A:
|
As
of the Record Date, 10,757,216 common shares of the Company were
issued,
outstanding and entitled to vote at the Annual Meeting. The presence,
in
person or by proxy, of shareholders holding at least fifty percent
(50%)
of the issued and outstanding common shares entitled to vote at the
Annual
Meeting will constitute a quorum for purposes of the matters to be
voted
upon at the Annual Meeting. If you submit a properly executed proxy
card,
then the common shares covered by that proxy card will be considered
part
of the quorum. Votes that are withheld and broker non-votes will
be
counted towards a quorum.
|
|
A:
|
Members
of our Board will be elected by a plurality of the affirmative votes
cast
in person or represented by proxy and entitled to vote at the Annual
Meeting. Accordingly, the three (3) nominees for Class II director
receiving the highest number of affirmative votes for such class
will be
elected. A shareholder may, with respect to the election of directors,
(i)
vote for the election of all of the nominees, (ii) withhold authority
to
vote for any one or more of the nominees or (iii) withhold authority
to
vote for all of the nominees by so indicating in the appropriate
spaces on
the enclosed proxy card. Because the nominees will be elected by
a
plurality vote, neither broker non-votes nor shares abstaining from
the
vote on the proposal to elect the slate of nominees will have an
effect on
the outcome of the vote on Proposal One. If you are in favor of the
slate
of nominees, you are urged to vote “for” each nominee identified in
Proposal One.
|
|
A:
|
The
affirmative vote of a majority of the votes cast in person or represented
by proxy and entitled to vote at the Annual Meeting is required to
ratify
the Board’s selection of our independent public accounting firm. With
respect to the approval of the ratification of the appointment of
the
independent accountants, abstentions are considered to be shares
present
and entitled to be cast and will have the effect of a negative vote
on the
matter, and broker “non-votes” are not counted as shares eligible to vote
and will have no effect on the outcome of the matter. If you are
in favor
of the ratification of the appointment of our independent accountants,
you
are urged to vote “for” Proposal Two. Shareholder ratification of the
selection of D'Arcangelo & Co., LLP as our independent public
accountants is not required by our By-laws or other applicable legal
requirement. However, the Board is submitting the selection of D'Arcangelo
& Co., LLP to the shareholders for ratification as a matter of good
corporate governance. If the shareholders fail to ratify the selection,
the audit committee of our Board of Directors (the “Audit Committee”) will
reconsider whether or not to retain that firm. Even if the selection
is
ratified, the Audit Committee at its discretion may direct the appointment
of a different independent accounting firm at any time during the
year if
it determines that such a change would be in our and our shareholders'
best interests.
|
|
A:
|
The
affirmative vote of a the holders of a majority of our outstanding
common
shares, whether or not present in person or represented by proxy
at the
Annual Meeting, is required to approve the amendment to our Certificate
of
Incorporation to increase the number of our authorized common shares.
With
respect to the proposal to approve the amendment to our Certificate
of
Incorporation, abstentions and broker “non-votes” are considered to be
shares present and entitled to be cast and will have the effect of
a
negative vote on the matter. If you are in favor of the amendment
to our
Certificate of Incorporation to increase the number of our authorized
common shares, you are urged to vote “for” Proposal Three.
|
|
A:
|
We
are not aware of any other matters to be presented or acted upon
at the
Annual Meeting.
|
| If any other matter is presented at the Annual Meeting on which a vote may properly be taken, the shares represented by proxies will be voted in accordance with the judgment of the proxy holders. |
| A: |
Proxies
may be solicited by mail,
advertisement, telephone, via the Internet or in person. Solicitations
may
be made by directors, officers, investor relations personnel and
other
employees of the Company, none of whom will receive additional
compensation for such solicitations. Banks, brokerage houses and
other
custodians, nominees and fiduciaries will be requested to forward
the
Company's solicitation material to their customers for whom they
hold
shares. We will reimburse brokerage firms and others for their reasonable
expenses in forwarding proxy materials to the beneficial owners of
our
common shares and obtaining voting instructions from beneficial owners
of
our common shares.
|
|
A:
|
Pursuant
to Rule 14a-8 under the Securities Exchange Act of 1934, as amended
(the
“Exchange Act”), shareholders may present proper proposals for inclusion
in a company's proxy statement and for consideration at the next
annual
meeting of its shareholders by submitting their proposals to us in
a
timely manner.
|
|
A
proposal by a shareholder intended for
inclusion in our proxy materials for the 2009 Annual Meeting of
Shareholders pursuant to Rule 14a-8 of the Exchange Act must be received
by us marked
for the attention of the Secretary, Command Security Corporation,
P.O. Box
340, 1133 Route 55, Suite D, Lagrangeville, New York, 12540,
on or before March 31, 2009, in order to be considered for such inclusion.
Shareholder proposals intended to be submitted at the 2009 Annual
Meeting
of Shareholders outside the framework of Rule 14a-8 will be considered
untimely under Rule 14a-4(c)(1) if not received by us at the above
address
on or before June 15, 2009. If we do not receive notice of the matter
by
the applicable date, the proxy holders will vote on the matter, if
properly presented at the meeting, in their
discretion.
|
|
A:
|
If
you have any questions about the Annual Meeting you should contact
Barry
I. Regenstein, our President and Chief Financial Officer, at (845)
454-3703.
|
|
As
of July 29, 2008, executive officers and
directors of the Company beneficially own, in the aggregate, approximately
54.0% of our outstanding common shares. They have all indicated that
they
intend to vote all of their shares in the manner recommended by our
Board
of Directors.
|
|
|
The
entire expense of printing, preparing,
assembling and mailing proxy materials and the cost of soliciting
proxies
will be borne by the Company.
|
|
Name
|
|
Age
|
|
Position
with the Company
|
|
Director
Since
|
|
Class
II nominees for terms ending in 2010
|
|
|
|
|
|
|
|
Thomas
P. Kikis
|
47
|
Director
|
2004
|
|||
|
Robert
S. Ellin
|
43
|
Director
|
2004
|
|||
|
Barry
I. Regenstein
|
51
|
President,
Chief Financial Officer and Director
|
2007
|
|||
|
Continuing
Class I Directors:
|
|
|
|
|
|
|
|
Peter
T. Kikis
|
|
85
|
|
Director
and Chairman of the
Board
|
|
2004
|
|
Martin
C. Blake, Jr.
|
|
54
|
|
Chief Operating
Officer and Director
|
|
2004
|
|
Laurence
A. Levy
|
60
|
Director
|
2008
|
|
Fee
Category
|
Fiscal
2007
|
Fiscal
2008
|
|||||
|
Audit
Fees
|
$
|
145,730
|
$
|
168,009
|
|||
|
Audit-Related
Fees
|
34,900
|
16,000
|
|||||
|
Tax
Fees
|
20,000
|
55,575
|
|||||
|
All
Other Fees
|
6,132
|
19,548
|
|||||
|
|
$
|
206,762
|
$
|
259,132
|
|||
|
Name
|
|
Age
|
|
Position
with the Company
|
||
|
|
|
|
|
|
||
|
Barry
I. Regenstein
|
|
51
|
|
President
and Chief Financial Officer
|
||
|
Martin
C. Blake, Jr.
|
|
54
|
|
Chief
Operating Officer
|
||
|
John
C. Reed
|
43
|
Regional
Vice President - New England
|
||||
|
William
A. Vigna
|
46
|
Regional
Vice President - Mid-Atlantic
|
||||
|
Marc
W. Brown
|
52
|
Vice
President--Corporate and Regional
Vice
President—West Region
|
||||
|
·
|
each
person known by us to beneficially own more than 5% of our outstanding
common shares;
|
|
·
|
individuals
serving as our Named Executive
Officers;
|
|
·
|
each
of our directors and nominees for director;
and
|
|
·
|
all
executive officers, directors and director nominees as a
group.
|
|
Name
|
|
Amount
and Nature of Beneficial Ownership (1)
|
|
Percent
of Class (2)
|
|
||
|
|
|
|
|
|
|
||
|
Certain
Beneficial Owners
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
Trinad
Capital, L.P.(3)
2121
Avenue of the Stars
Suite
2550
Los
Angeles, California 90067
|
|
|
2,686,383
|
|
|
25.0
|
%
|
|
|
|
|
|
|
|
|
|
|
Named
Executive Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Barry
I. Regenstein(4)
|
|
|
500,100
|
|
|
4.4
|
%
|
|
|
|
|
|
|
|
|
|
|
Martin
C. Blake, Jr.(5)
|
|
|
200,000
|
|
|
1.8
|
%
|
|
|
|
|
|
|
|
|
|
|
John
C. Reed
|
--
|
*
|
|||||
|
William
A. Vigna
|
--
|
*
|
|||||
|
Marc
W. Brown(7)
|
322,024
|
|
3.0
|
%
|
|||
|
Directors
and Director Nominees**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert
S. Ellin(6)
2121
Avenue of the Stars
Suite
2550
Los
Angeles, California 90067
|
|
|
2,716,383
|
|
|
25.2
|
%
|
|
|
|
|
|
|
|
|
|
|
Thomas
P. Kikis(8)
Arcadia
Securities
720
Fifth Avenue
10th
Floor
New
York, New York 10019
|
|
|
1,003,293
|
|
|
9.3
|
%
|
|
|
|
|
|
|
|
|
|
|
Peter
T. Kikis(9)
Arcadia
Securities
720
Fifth Avenue
10th
Floor
New
York, New York 10019
|
|
|
1,505,555
|
|
|
13.9
|
%
|
|
|
|
|
|
|
|
|
|
|
Laurence
A. Levy(10)
|
|
|
16,667
|
|
|
*
|
|
|
HoltzmanVogel
PLLC
|
|||||||
|
1177
Avenue of the Americas
|
|||||||
|
19th
Floor
|
|||||||
|
New
York, NY 10036
|
|||||||
|
|
|
|
|
|
|
|
|
|
All
Executive Officers and Directors (including Director
Nominees)
as
a Group (9 Persons)
|
|
|
6,297,355
|
|
|
54.0
|
%
|
|
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan Compensation
($)
|
Change
in Pension Value and Nonqualified Deferred Compensation Earnings
($)
|
All
Other Compensation
($)(1)
|
Total
($)
|
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
|
Barry
I. Regenstein
President
& CFO
|
2008
|
275,000
|
25,000
|
--
|
--
|
--
|
--
|
30,000
|
330,000
|
|
Martin
C. Blake, Jr.
COO
|
2008
|
275,000
|
25,000
|
--
|
--
|
--
|
--
|
--
|
300,000
|
|
John
C. Reed
RVP
|
2008
|
100,000
|
10,000
|
--
|
--
|
--
|
--
|
--
|
110,000
|
|
William
A. Vigna
RVP
|
2008
|
100,000
|
10,000
|
--
|
--
|
--
|
--
|
10,400
|
120,400
|
|
Marc
W. Brown*
RVP
|
2008
|
150,000
|
7,500
|
--
|
--
|
--
|
--
|
10,800
|
168,300
|
| (1) |
The
amounts in this column reflect automobile allowances for each named
executive officer in the amounts set forth in the table above.
|
|
Option
Awards
|
|||||
|
Name
|
Number
of
Securities Underlying Unexercised Options
(#)
Exercisable
|
Number
of Securities Underlying Unexercised Options
(#)
Unexercisable
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
|
|
(a)
|
(b)
|
(c)
|
(e)
|
(f)
|
|
|
Barry
I. Regenstein(1)
|
500,000
|
--
|
$1.35
|
8/29/2014(1)
|
|
|
Martin
C. Blake, Jr.(2)
|
200,000
|
--
|
$1.35
|
8/29/2014(2)
|
|
|
Marc
W. Brown(3)
|
50,000
|
--
|
$3.00
|
4/11/2017(3)
|
|
|
Name
|
Fees
Earned
or
Paid
in
Cash
($)(1)
|
Option
Awards
($)(2)
|
Total
($)
|
|
(a)
|
(b)
|
(d)
|
(h)
|
|
Bruce
R. Galloway(3)
|
$16,000
|
$10,000
|
$26,000
|
|
Robert
S. Ellin(4)
|
$13,000
|
$10,000
|
$23,000
|
|
Thomas
P. Kikis(5)
|
$17,625
|
$10,000
|
$27,625
|
|
Peter
T. Kikis(6)
|
$15,500
|
$15,000
|
$30,500
|
|
Martin
R. Wade, III(7)
|
$16,875
|
$15,000
|
$31,875
|
|
COMPENSATION
COMMITTEE
Laurence
A. Levy (Chairman)
Peter
T. Kikis
Robert
S. Ellin
|
|
·
|
reviewed
and discussed the Company's audited financial statements for the
fiscal
year ended March 31, 2008 with the Company's management and the
Company's independent accountants;
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discussed
with the Company's independent accountants those matters required
to be
discussed by Statement on Auditing Standards No. 61, “Communications with
Audit Committees”, as amended by the Statement on Auditing Standards No.
90 “Audit Committee Communications”;
and
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received
and reviewed the written disclosures and the letter from the Company's
independent accountants required by Independence Standard No. 1,
“Independence Discussions with Audit Committees,” and discussed with the
Company's independent accountants their independence from the
Company.
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AUDIT
COMMITTEE
Thomas
P. Kikis (Chairman)
Peter
T. Kikis
Robert
S. Ellin
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BY
ORDER OF THE BOARD OF DIRECTORS
Barry
I. Regenstein
President
and Chief Financial Officer
July
29, 2008
Lagrangeville,
New York
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