UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
(Amendment No. )
Filed by the Registrant [ X ] Filed by a Party other than the Registrant [ ]
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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[ X ]
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section 240.14a-12
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United-Guardian,
Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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1) Amount Previously Paid: ___________________________________
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2) Form, Schedule or Registration Statement No.: __________________
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3) Filing Party: _____________________________________________
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4) Dated Filed: _____________________________________________
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Cover
Page
U
NITED-
G
UARDIAN,
I
NC
.
230 Marcus Boulevard • P. O. Box
18050 • Hauppauge, NY 11788 • (631) 273-0900
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
_______________________
To the Stockholders of
UNITED-GUARDIAN, INC.:
You are
hereby notified that the 2018 annual meeting of stockholders of
UNITED-GUARDIAN, INC
. (“Annual Meeting”), will
be held at the offices of Raich Ende Malter & Co. LLP, 175 Broadhollow Road, Suite 250, Melville, NY 11747, on Wednesday, May
16, 2018 at 10:00 A.M. local time, for the following purposes:
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1.
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To elect six (6) directors to serve until the next annual meeting of the
stockholders and until their respective successors are elected and qualified;
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2.
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To hold an advisory vote relating to the compensation of the Company’s
named executive officers;
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3.
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To ratify the appointment by the Company of Raich Ende Malter & Co. LLP as its independent
registered public accounting firm for the fiscal year ending December 31, 2018;
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4.
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To consider a stockholder proposal described in the accompanying Proxy Statement, if properly
presented at the Annual Meeting; and
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5.
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To transact such other matters as may properly come before the meeting or
any adjournment thereof.
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Only stockholders of
record at the close of business on March 30, 2018 are entitled to notice of and to vote at the meeting.
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By order of the Board of Directors
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Robert S. Rubinger, Secretary
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Dated: April 13, 2018
RETURN
OF PROXIES
Whether or not you plan to attend, it is
important that your shares be represented and voted at the Annual Meeting. To ensure your representation at the Annual Meeting,
a proxy card and business reply envelopes are enclosed for your use. We urge each stockholder to vote promptly by signing and returning
his or her proxy card, regardless of the number of shares held. The giving of a proxy will not affect your right to vote in person
if you attend the Annual Meeting.
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Important notice regarding
the availability of proxy materials for the Annual Meeting of Stockholders to be held May 16, 2018:
The Proxy Statement and
Annual Report to Stockholders are available on the Company's website at http://www.u-g.com/proxy-materials.php?year=2018.
U
NITED-
G
UARDIAN,
I
NC
.
230 Marcus
Boulevard • P.O. Box 18050 • Hauppauge, NY 11788 • (631) 273-0900
Proxy Statement
The
enclosed proxy is solicited by the Board of Directors (the “Board”) of UNITED-GUARDIAN, INC. (the "Company")
for use at the 2018 Annual Meeting of Stockholders (the "Annual Meeting") to be held at 10:00 A.M., local time on Wednesday,
May 16, 2018 at the offices of Raich Ende Malter & Co. LLP (“Raich”), 175 Broadhollow Road, Suite 250, Melville,
NY 11747, and at any adjournments thereof. A proxy granted hereunder is revocable at any time before it is voted by (a) a duly
executed proxy bearing a later date, (b) written notice to the Secretary of the Company received by the Company at any time before
such proxy is voted at the Annual Meeting, or (c) attendance at the Annual Meeting and voting in person.
It
is anticipated that the mailing of this Proxy Statement and the accompanying Proxy to stockholders will commence on or about April
13, 2018.
SOLICITATION OF PROXIES
The persons
named as proxies are Kenneth H. Globus and Robert S. Rubinger.
All shares
represented by properly executed, unrevoked proxies received in proper form and in time for use at the Annual Meeting will be voted
in accordance with the directions specified thereon and otherwise in accordance with the judgment of the persons designated as
proxies. Any proxy on which no direction is specified will be voted in favor of the nominees to the Board listed in this Proxy
Statement and for the approval of the proposals to (i) approve the compensation of the Company’s named executive officers;
and (ii) ratify the appointment of Raich as the Company's independent registered public accounting firm for the fiscal year ending
December 31, 2018, but will not be voted in favor of stockholder proposals (if any) included in this Proxy Statement. If any other
matters are properly presented at the Annual Meeting for consideration, the persons named as proxies in a properly delivered proxy
card will have the discretion to vote on those matters for the stockholder delivering the proxy card. As of the date we filed this
Proxy Statement with the Securities and Exchange Commission ("SEC"), the Board was not aware of any other matters to
be raised at the Annual Meeting.
The cost
of preparing, assembling and mailing the Notice of Annual Meeting, Proxy Statement, proxy card and any other materials enclosed,
will be borne by the Company. In addition to the solicitation of proxies by use of the mails, officers and employees of the Company
may solicit proxies by telephone, facsimile, or personal interview. They will not receive additional compensation for their effort.
The Company will request brokerage houses and other custodians, nominees and fiduciaries to forward soliciting materials to the
beneficial owners of stock held of record by such persons, and will reimburse such persons for their expenses in forwarding soliciting
material. The Company does not anticipate paying any compensation to any other party for the solicitation of proxies.
VOTING SECURITIES AND PRINCIPAL
STOCKHOLDERS
Outstanding Shares and
Voting Rights
Only holders
of record of the Company's Common Stock, par value $.10 per share ("Common Stock"), at the close of business on March
30, 2018, will be entitled to notice of and to vote at the Annual Meeting. On March 30, 2018, there were 4,594,319 shares of Common
Stock outstanding. Each outstanding share of Common Stock is entitled to one vote on all matters submitted to a vote at the Annual
Meeting, which vote may be given in person or by proxy. There are no cumulative voting rights.
Nominees
for director are elected if the votes cast for a nominee’s election exceed the votes cast against that nominee’s election.
The affirmative
vote of the holders of a majority of shares of Common Stock present, in person or by proxy, and eligible to vote at the Annual
Meeting is necessary for the approval of the proposals to (i) approve the compensation of the Company’s named executive officers;
and (ii) ratify the appointment by the Company of Raich as the Company's independent registered public accounting firm for the
fiscal year ending December 31, 2018.
Any broker
holding shares in “street name” on behalf of a stockholder is required to vote those shares in accordance with the
stockholder’s instructions. If the stockholder does not give instructions to the broker, the broker will be entitled to vote
the shares with respect to “routine” items, but will not be permitted to vote the shares with respect to non-routine
items (resulting in a “broker non-vote”). The ratification of the selection of Raich is a “routine” item.
The election of directors, the advisory vote relating to the compensation of the Company’s named executive officers, and
stockholder proposals, if any, are non-routine items.
Under
Delaware law, shares as to which a stockholder abstains or withholds authority to vote and broker non-votes will be treated as
present at the Annual Meeting for the purposes of determining a quorum. Proxies marked "Withhold Authority" with respect
to the election of one or more directors will not be counted in determining who the six persons are who received the greatest number
of votes in the election of directors. Proxies marked "Abstain" with respect to (a) the ratification of the appointment
of Raich as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2018; (b) the advisory
vote relating to the compensation of the Company’s named executive officers; or (c) stockholder proposals (if any) that are
properly presented at the Annual Meeting, will have the effect of a vote against approval or ratification with respect to such
proposals.
Security Ownership of
Certain Beneficial Owners
The following
table sets forth the shares of the Company's Common Stock, par value $.10 per share (the only class of stock issued and outstanding),
owned beneficially by each person who, as of March 30, 2018, is known by the Company to have owned beneficially more than 5% of
the outstanding Common Stock. Regarding the shares referenced in footnote (1) below, the beneficial owner has both sole voting
power and sole investment power, except for those shares held by his spouse as noted.
Name and Address of
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Amount and Nature of
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Beneficial Owner
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Beneficial Ownership
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Percent of Class
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Kenneth H. Globus
c/o United-Guardian, Inc.
230 Marcus Blvd., Hauppauge, NY 11788
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1,373,293
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(1)
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29.9
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%
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Dr. Betsee Parker
P.O. Box 2198, Middleburg, VA 20118
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368,739
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(2)
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8.0
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%
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Mario J. Gabelli
One Corporate Center, Rye, NY 10580
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279,800
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(3)
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6.1
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%
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(1)
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Includes 306,647 shares held directly in his own name, and another 1,066,646
shares held beneficially as follows: 760,000 shares as joint Trustee of the Alfred Globus Testamentary Trust, as to which he has
sole voting rights and shared investment power, and 306,646 shares held by his wife.
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(2)
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As of March 30, 2018, based upon information provided to the Company.
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(3)
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Based on statements made in filings with the SEC by Mario Gabelli, GGCP,
Inc., Teton Advisors, Inc., Gabelli Funds, LLC, GAMCO Asset Management Inc. and GAMCO Investors, Inc. as of December 31, 2017.
Some of the shares of Common Stock beneficially owned by Mr. Gabelli are also beneficially owned by certain of the entities making
the filings. However, none of such entities reported beneficial ownership of shares constituting more than 5% of the outstanding
shares of Common Stock of the Company.
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Related Party Transactions
The Company
has adopted a written policy for the approval of "related party" transactions. Under the policy, related parties are
defined to include executive officers and directors of the Company and their immediate family members, a stockholder owning in
excess of 5% of the Company, and entities in which any of the foregoing have a substantial ownership interest or control.
The policy applies to any transactions that exceed or are expected to exceed $50,000 in a single calendar year.
The policy
provides that the Audit Committee will review transactions subject to the policy and decide whether or not to approve or ratify
those transactions. In doing so, the Audit Committee will make a determination as to whether the transaction is in the best interests
of the Company and its stockholders, taking into account (a) the benefits to the Company and its stockholders; (b) the extent of
the related person’s interest in the transaction; (c) whether the transaction is on terms generally available to an unaffiliated
third-party under the same or similar circumstances; (d) the impact or potential impact on a director’s independence in the
event the related party is a director, an immediate family member of a director, or an entity in which a director is a partner,
shareholder or executive officer; and (e) the terms of each transaction.
The policy
also provides that Director and officer compensation that is approved by the Board or the Compensation Committee is exempt from
this approval process and will be considered to be pre-approved.
The Related
Party Transaction Policy can be found on the Company's web site at www.u-g.com
There
were no related party transactions during the fiscal year ended December 31, 2017.
Security Ownership of Management
The following
information is furnished with respect to ownership of shares of Common Stock as of March 30, 2018, by each named executive officer,
each Director (which includes all nominees for Director) and by all Directors and executive officers of the Company as a group
(8 persons). Except as otherwise indicated, the beneficial owner has sole voting and investment power.
Name of Beneficial Owner
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Amount and Nature of
Beneficial Ownership
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Percent of Class
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Kenneth H. Globus
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1,373,293
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(1)
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29.9
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%
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Arthur M. Dresner
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12,175
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(2)
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Robert S. Rubinger
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5,137
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(2)
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Lawrence F. Maietta
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4,000
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(2)
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Andrew A. Boccone
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0
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(2)
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S. Ari Papoulias
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0
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(2)
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Peter Hiltunen
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320
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All Officers and Directors as a group (7 persons)
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1,394,925
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30.4
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%
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(1)
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Includes 306,647 shares held directly in his own name, and another 1,066,646 shares held beneficially
as follows: 760,000 shares as joint Trustee of the Alfred Globus Testamentary Trust, as to which he has sole voting rights and
shared investment power, and 306,646 shares held by his wife.
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(2)
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Less than one percent (1%)
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DIRECTORS AND EXECUTIVE
OFFICERS
Nominees for Election
as Directors
Six directors
are to be elected at the Annual Meeting to serve until the next annual meeting of stockholders and until their successors have
been elected and qualified. Set forth in the table below are the names of all persons nominated for election as directors (all
of whom are currently directors) by a majority of the Company’s independent directors, the principal occupation or employment
of each nominee for at least the past five years, his present positions with the Company, his qualifications to serve as a director,
other board memberships of public companies, and the year he was first elected a director.
Name and Position
with the Company
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Age
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Principal Occupation, Qualifications, and other Boards
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Year First
Elected
a
Director
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Robert S. Rubinger
Executive Vice President, Secretary, Treasurer, Chief Financial
Officer and Director
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75
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From July 1988 to date, Executive Vice
President and Secretary of the Company. Treasurer of the Company from May 2010 to date and previously from May 1994 to May 2004,
and Chief Financial Officer of the Company from December 2006 to date. He has leadership experience, business experience, and knowledge
of the Company’s operations from over 40 years as Vice President and then Executive Vice President of the Company. He
holds a bachelor’s degree in Economics/Business Management from Hunter College.
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1982
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Kenneth H. Globus
President, General Counsel and Chairman of the Board
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66
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From July 1988 to date, President and General
Counsel of the Company. Chief Financial Officer of the Company from November 1997 to December 2006. Chairman of the Board since
September 2009. He has leadership experience, business experience, legal experience, and knowledge of the Company’s operations
from over 30 years as Vice President, then President, and General Counsel of the Company, and his prior years as an attorney in
private practice. He holds a bachelor’s degree in Psychology and English from SUNY at Albany, and a Juris Doctor degree from
the George Washington University Law School.
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1984
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Lawrence F. Maietta
Director
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60
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Partner
in the accounting firm of Bonamassa, Maietta & Cartelli, LLP, Brooklyn, NY, since October 1991. Controller of the Company from
October 1991 to November 1997. He has financial experience, business experience, and an extensive knowledge of the Company’s
operations. He has been a CPA and consultant preparing financial reports and tax returns for the Company and other clients for
more than 30 years. He holds a bachelor’s degree in Business Administration from Niagara University, and an MBA from Hofstra
University.
(2)
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1994
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Arthur M. Dresner
Director
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76
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Counsel
to the law firm of Duane Morris LLP, New York, NY, since August 2007. He has leadership experience, legal experience, business
experience, and a scientific education and background. From 1998 to 2007 he was partner and previously “Of Counsel”
to the law firm of Reed Smith, LLP, New York, NY. For more than 20 years prior, he was employed by GAF Corporation and its subsidiary,
International Specialty Products, Inc., Wayne, NJ, including having been Vice President of corporate development and general management
for the last 8 of those years. He holds a bachelor’s degree in Engineering from Stevens Institute of Technology, and a Juris
Doctor degree from St. John’s University School of Law
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(1) (2)
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1997
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Andrew A. Boccone
Director
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72
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Independent
business consultant since 2001. He has leadership experience, business experience, and a scientific education and background. For
more than 25 years he was employed by Kline & Company, Inc., Parsippany, NJ, an international business consulting and market
research firm specializing in the chemicals industry, consumer products, life sciences, and energy, including having been President
from 1990 to 2001. He holds a bachelor's degree in Chemistry from Hofstra University, and an MBA from Seton Hall University.
(1)
(2)
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2002
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S. Ari Papoulias
Director
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64
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Since
2016 Principal of ChemRise LLC, a business advisory firm providing technology, marketing, and financial advice to firms in the
chemicals industry. From 2006 to 2015 Global Marketing Director for Momentive Performance Materials (formerly GE Advanced materials).
From 1987 to 2006 initially Business Manager of Advanced Materials, then Business Director of Industrial Markets, and then Global
Marketing Director of Performance Chemicals for International Specialty Products, Inc., Wayne, NJ. He has leadership experience,
business and financial experience, and a scientific background and education. He holds a B.Sc. in Chemical Engineering from the
University of Massachusetts, an M.Sc. in Chemical Engineering from the University of Florida, a Ph.D. in Chemical Engineering
from Carnegie Mellon University, and an MBA in Finance from New York University.
(1)
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2016
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(1)
Member of Audit
Committee
(2)
Member of Compensation
Committee
There are no family
relationships between any Director and/or Officer of the Company.
The Board recommends
a vote “FOR” the election of the nominees named for election as directors
.
Executive Officers and Significant Employees
Name and Position
with the Company
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Age
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Principal Occupation During the Past Five Years
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Kenneth H. Globus
President, General Counsel and Chairman of the Board
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66
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From July 1988 to date, President and General
Counsel of the Company. Chairman of the Board and Principal Executive Officer since September 2009. Chief Financial Officer of
the Company from November 1997 to December 2006.
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Robert S. Rubinger
Executive Vice President, Secretary, Treasurer, Chief Financial
Officer and Director
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75
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From July 1988 to date, Executive Vice President and Secretary
of the Company. Treasurer of the Company since May 2010 and previously from May 1994 to May 2004. Chief Financial Officer of the
Company from December 2006 to date.
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Peter A. Hiltunen
Vice President
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59
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From July 2002 to date, Vice President of the Company. Since
1982 Production Manager of the Company.
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Andrea Young
Controller and Human Resources Manager
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49
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From September 2016 to date, Controller of the Company. Human
Resources Manager of the Company from May 2017 to date.
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Board Leadership Structure
The Company
is led by Kenneth H. Globus, who has served as President since 1988 and Chairman of the Board since September 2009. The Board is
composed of Mr. Kenneth Globus, one other non-independent director, and four independent directors. The Board has two standing
committees comprised solely of independent directors, the Audit Committee and the Compensation Committee. The Board also has a
Stock Option Committee. Only the Audit Committee has a chairman. The Board does not have a lead director as all of the independent
directors have a strong knowledge of Company operations and have held leadership positions in their respective employment, both
past and present. The independent directors meet in executive session at least twice per year in accordance with NASDAQ guidelines.
The Company has had this same basic leadership structure since it was founded in 1942, except that the committees were not established
until the 1990s. The Board believes that this leadership structure has been effective for the Company considering its size and
its resources, and similar leadership structures are commonly utilized by other small public companies in the United States.
Affirmative Determinations
Regarding Director Independence
The Company's
Board has considered the independence of the nominees for election at the Annual Meeting and has affirmatively determined that
none of the four non-employee nominees for Director, Lawrence Maietta, Arthur Dresner, Andrew Boccone, and S. Ari Papoulias, has
any material business, family or other relationship with the Company other than as a director, and for that reason they all qualify
as independent under the corporate governance rules of NASDAQ. Lawrence Maietta does receive compensation as an outside accounting
consultant in addition to the fees he receives as a Director, which disqualifies him from serving on the Audit Committee. However,
the Board has determined that the additional compensation is not material and falls well below the thresholds established by NASDAQ
and the SEC for determining Director independence for purposes other than serving on the Audit Committee. Kenneth Globus and Robert
Rubinger are not independent due to their status as President and Executive Vice President, respectively, of the Company, and not
due to any other transactions or relationships.
Role of the Board in
Risk Oversight
The Board
views risk management as a process designed to identify, manage, and control risks that may adversely affect the Company, so that
they are appropriate considering the Company's size, operations and business objectives. The Company's risk management policies
enable the Company to manage risk within acceptable limits and provide reasonable assurance of optimum corporate performance in
the area of risk/return. The Board has ultimate responsibility for oversight of the Company's risk management processes, and discharges
this responsibility through regular reports received from, and discussions with, senior management on all areas of material risk
exposure to the Company. These reports and discussions include, among other things, operational, financial, legal and regulatory,
and strategic risks. The full Board engages with the appropriate members of senior management to enable its members to understand
and provide input to, and oversight of, risk identification, risk management and risk mitigation strategies. In addition, the Company's
Audit Committee is responsible for evaluating and monitoring financial risks, and meets regularly in executive session without
management present to, among other things, discuss the Company's risk management culture and processes. While the Board oversees
the Company’s risk management, the Company’s senior management is responsible for day-to-day risk management processes.
Section 16(a) Beneficial
Ownership Reporting Compliance
Section
16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") requires the Company's officers, directors and persons
who own more than 10% of a class of the Company's equity securities to file reports of beneficial ownership and changes in beneficial
ownership with the SEC. Officers, directors and greater than 10% stockholders are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file. Based on (i) a review of copies of Forms 3, 4, and 5 and any amendments thereto
furnished to the Company during and with respect to the fiscal year ended December 31, 2017 and (ii) any written representations
signed by reporting persons that no Form 5 is required, the Company believes that all persons subject to the reporting requirements
pursuant to Section 16(a) filed the required reports on a timely basis during and with respect to the fiscal year ended December 31,
2017.
Directors Meetings
During
the fiscal year ended December 31, 2017, the Board held four meetings. All Directors attended all four meetings.
The Board
has a separately-designated standing Audit Committee, established in accordance with Section 3(a)(58)(A) of the Exchange Act, to
oversee the accounting and financial reporting processes of the Company and to meet and review with the Company's independent auditors
the plan, scope and results of its audits. Members of the Audit Committee in 2017 were Messrs. Arthur M. Dresner, the Chairman,
Andrew A. Boccone, and S. Ari Papoulias. All of the Audit Committee members are independent as that term is defined in the listing
standards of NASDAQ, the Company’s stock exchange since March 16, 2009. Under NASDAQ rules, the Board is required to make
certain findings about the independence and qualifications of the members of the Audit Committee of the Board. In addition to assessing
the independence of the members under NASDAQ rules, the Board also considered the requirements of Section 10A(m)(3) and Rule 10a-3
under the Exchange Act. As a result of its review, the Board determined that the Audit Committee does not have a financial expert.
However, S. Ari Papoulias is considered “financially sophisticated” as that term is defined by NASDAQ. Lawrence F.
Maietta, a Certified Public Accountant and former member of the Audit Committee, acts as an advisor to the Audit Committee. Mr.
Maietta would not be deemed independent for purposes of membership on the Audit Committee. The reason for the absence of a financial
expert is that the Board determined that the expense involved did not justify recruiting one, considering Mr. Maietta's presence
as an advisor, and the “financially sophisticated” status of Mr. Papoulias. There were four meetings of the Audit Committee
held during the fiscal year ended December 31, 2017. All members attended all four meetings. A copy of the Audit Committee Charter
is available on the Company's website at www.u-g.com/corporate.
During
the fiscal year ended December 31, 2017, the independent directors of the Company, Messrs. Lawrence F. Maietta, Arthur M. Dresner,
Andrew A. Boccone, and S. Ari Papoulias, held two meetings in executive session without the presence of non-independent directors
and management in accordance with NASDAQ rules. All of the independent directors were present at both of the meetings.
The Board
has a Compensation Committee which was formed in 1999 for the purpose of recommending to the Board the compensation of corporate
officers and key employees for the ensuing year. Members of the Compensation Committee are Messrs. Lawrence F. Maietta, Arthur
M. Dresner, and Andrew A. Boccone. Kenneth H. Globus acts as advisor to the Committee representing management. The Committee held
one meeting in 2017. The Compensation Committee does not have a charter. Neither management nor the Committee has engaged a consultant
to provide advice on compensation.
The Compensation
Committee meets in June of each year and targets a total dollar amount to be allocated in the form of bonuses to all employees
for the year. It also sets the specific bonus to be paid to each officer and key employee. These bonuses are paid as a single sum
cash bonus in July of each year. In addition, the Committee recommends the amount of any cost of living increase for all employees
based upon U.S. Department of Labor statistics for the prior year.
The Compensation
Committee does not set compensation of Directors. Instead, the full Board acts on recommendations made by the independent directors.
In its review of compensation of Directors, the Board considers various factors, such as compensation of Directors in other public
companies of a similar size, the time spent by Board and Committee members in their service to the Company, and recent changes
that may result in an increase or decrease in the responsibilities or time commitment of a Board and Committee member.
The Board
does not have a Nominating Committee. The full Board fulfills the role of a nominating committee. Final selections are made by
a majority of the independent directors. Kenneth H. Globus and Robert S. Rubinger are not independent as that term is defined by
the listing standards of NASDAQ. It is the position of the Board that it is appropriate for the Company not to have a separate
nominating committee because the size, composition and collective independence of the Board enables it to adequately fulfill the
functions of a standing committee. NASDAQ does not require the Company to have a separate nominating committee but does require
that Board nominees be selected by either a nominating committee composed solely of independent directors or by a majority of the
independent directors. The Board does not consider diversity in identifying nominees for director positions.
The Board
identifies director candidates through a combination of referrals, including by management, existing Board members, and stockholders.
Once a candidate has been identified, the Board reviews the individual’s experience and background, and may discuss the proposed
nominee with the source of the recommendation. If the independent directors believe it to be appropriate, such directors may meet
with the proposed nominee before making a final determination on whether to include the proposed nominee as a member of management's
slate of director nominees submitted to the stockholders for election to the Board. The Board will evaluate stockholder-nominated
candidates under the same criteria as director-nominated candidates. Stockholders wishing to refer director candidates to the Board
should do so in writing and they should be delivered to the Board c/o Corporate Secretary, United-Guardian, Inc., P.O. Box 18050,
Hauppauge, NY 11788. The Board has adopted a corporate resolution with regard to the nominating process as discussed above. The
Board has no charter for the nominating process.
In 2017
all six Directors attended the Annual Meeting of Stockholders.
AUDIT COMMITTEE REPORT
The Audit
Committee of the Board in 2017 was composed of three directors: Arthur M. Dresner, Andrew A. Boccone, and S. Ari Papoulias. All
of the Audit Committee members are independent as that term is defined in the listing standards of NASDAQ.
The Audit
Committee assists the Board in fulfilling its oversight responsibilities by reviewing the Company’s consolidated financial
report, its internal financial and accounting controls, and its auditing, accounting and financial reporting processes generally.
In discharging
its oversight responsibilities regarding the audit process, the Audit Committee reviewed and discussed the audited consolidated
financial statements of the Company as of and for the year ended December 31, 2017, with Company management and Raich, the independent
auditors for such financial statements. The Audit Committee received the written disclosures and the letter from Raich required
by applicable requirements of the Public Company Accounting Oversight Board regarding Raich communications with the Audit Committee
concerning independence, and discussed with Raich any relationships which might impair that firm's independence from management
and the Company and satisfied itself as to the auditors' independence. The Audit Committee reviewed and discussed with Raich all
communications required by generally accepted auditing standards, including Statement on Auditing Standards No. 61, as amended
(AICPA, Professional Standards, Vol. 1 AU section 380).
Based
upon these reviews and discussions, the Audit Committee recommended to the Board that the Company's audited consolidated financial
statements for the year ended December 31, 2017, be included in the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2017 for filing with the SEC.
/s/ Arthur M. Dresner
|
|
/s/ Andrew A. Boccone
|
|
/s/ S. Ari Papoulias
|
The foregoing
Audit Committee Report does not constitute soliciting material and shall not be deemed "filed" with the SEC, incorporated
by reference into any other Company filing under the Securities Act of 1933 or the Exchange Act (except to the extent the Company
specifically incorporates this Report by reference therein) or subject to the liabilities of Section 18 of the Exchange Act.
ADVISORY VOTE ON THE
COMPENSATION PAID TO THE COMPANY’S
NAMED EXECUTIVE OFFICERS
Section 14A
of the Exchange Act requires the Company to periodically include in its proxy statements for meetings of stockholders at which
directors are to be elected an advisory vote on named executive officer compensation. Section 14A also requires the Company
to include in its proxy statements at least every six years, an advisory vote regarding the frequency with which the advisory vote
on named executive officer compensation should be held. The Board currently plans to seek an advisory vote on executive compensation
every year. The advisory vote on the frequency of holding a non-binding advisory vote on compensation paid to the Company’s
named executive officers was held at the annual meeting of stockholders on May 15, 2013, and the stockholders approved holding
a vote on such matter every year. We are therefore including a proposal for our stockholders to vote to approve, on a nonbinding,
advisory basis, the compensation of the executive officers named in this proxy statement, pursuant to Item 402 of Regulation S-K.
Our executive
compensation is designed to reward executive performance that contributes to our success and increases stockholder value, while
encouraging behavior that is in our and our stockholders' long term best interests.
We are
asking you to vote to approve the adoption of the following resolution:
RESOLVED
:
That the stockholders of the Company approve, on a nonbinding, advisory basis, the compensation paid to the Company's named executive
officers, as disclosed pursuant to Item 402 of Regulation S-K.
The stockholder
vote on the proposal to approve the compensation paid to the Company’s named executive officers is advisory and nonbinding,
and serves only as a recommendation to our Board.
The
Board recommends that you vote "FOR" the proposal to approve the compensation paid to the Company’s named executive
officers.
COMPENSATION OF EXECUTIVE OFFICERS
AND DIRECTORS
Summary Compensation Table
Executive Officers
The following
table sets forth for the years ended December 31, 2016 and December 31, 2017 certain information concerning the compensation awarded
to, earned by or paid to the Company's principal executive officer and the two most highly compensated executive officers other
than the principal executive officer:
|
|
Salary
|
Bonus
|
Stock
awards
|
Option
awards
|
Non-
equity
incentive
plan
compen-
sation
|
Non-
qualified
deferred
compen-
sation
earnings
|
All other
compensation
(1)
|
Total
|
Name and principal position
|
Year
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
|
|
|
|
|
|
|
|
|
|
Kenneth H. Globus
|
|
|
|
|
|
|
|
|
|
President
|
2016
|
262,303
|
95,500
|
-
|
-
|
-
|
-
|
29,847
|
387,700
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
and Chairman of the Board
|
2017
|
268,001
|
73,275
|
-
|
-
|
-
|
-
|
31,207
|
372,483
|
Robert S. Rubinger
|
|
|
|
|
|
|
|
|
|
Executive Vice
|
2016
|
175,003
|
20,200
|
-
|
-
|
-
|
-
|
21,109
|
216,312
|
President and Chief
|
|
|
|
|
|
|
|
|
|
Financial Officer
|
2017
|
120,215
|
15,150
|
-
|
-
|
-
|
-
|
19,686
|
155,051
|
Peter A. Hiltunen
|
2016
|
152,601
|
26,600
|
-
|
-
|
-
|
-
|
19,432
|
198,633
|
Vice President
|
2017
|
155,941
|
19,950
|
-
|
-
|
-
|
-
|
19,944
|
195,835
|
Joseph J. Vernice
|
2016
|
173,698
|
25,600
|
-
|
-
|
-
|
-
|
21,657
|
220,955
|
Former Vice President
(2)
|
2017
|
155,205
|
19,950
|
-
|
-
|
-
|
-
|
21,518
|
196,673
|
|
(1)
|
In both 2016 and 2017 under the Company’s 401(k) plan for all of its employees, the Company
made a contribution of up to 4% of each employee’s salary, matching an employee’s elective deferral of up to 4% of
salary. In addition, in 2009 the Company began making a discretionary contribution to all employees’ 401(k) accounts based
on a formula that qualifies the 401(k) plan under Internal Revenue Service (“IRS”) Safe Harbor provisions. These amounts
represent the Company's contribution for each year. There are no other items included in these amounts.
|
|
(2)
|
Vice President of the Company until his retirement in September 2017. From September 2017 to February
28, 2018 served as a consultant to the Company.
|
Pension Plans
The Company
sponsors a 401(k)-defined contribution plan ("DC Plan") that provides for a dollar-for-dollar employer matching contribution
of up to 4% of each employee's pay that is deferred under the DC Plan. Employees become fully vested in employer matching contributions
after one year of employment. Company 401(k) matching contributions were approximately $104,000 for the years ended December 31,
2017 and 2016. In 2017 and 2016 employees were able to defer up to $18,500 and $18,000, respectively, of their annual pay as a
pre-tax investment in the 401(k) plan (plus an additional $6,000 and $6,000, respectively, for employees over the age of 50), in
accordance with limits set by the IRS.
The Company
also makes discretionary contributions to each employee's account based on a "pay-to-pay" safe-harbor formula that qualifies
the 401(k) plan under current IRS regulations. In November 2017 and November 2016, the Company’s Board authorized discretionary
contributions in the amount of $175,000 each year, to be allocated among all eligible employees, for the 2017 and 2016 plan years.
The Company contribution for 2017 was paid into the DC Plan in December 2017, and the 2016 contribution was paid in December 2016.
The allocated amounts for FY-2017 and FY-2016 were distributed into each employee’s account in February 2018 and February
2017, respectively. Employees become vested in the discretionary contributions as follows: 20% after two years of employment, and
20% for each year of employment thereafter until the employee becomes 100% vested after six years of employment.
All of
the persons named in the Summary Compensation Table above participated in the DC Plan and were fully vested as of December 31,
2017.
Outstanding Equity Awards
at Fiscal Year-End
As of
December 31, 2017, there were no outstanding equity awards held by the persons named in the Summary Compensation Table above.
The Company’s previous stock option plan, which had been adopted in March 2004, expired in March 2014.
Director Compensation
Effective
January 1, 2017, the annual retainer paid to each non-employee Director was increased to $13,000 from $12,000 (paid quarterly).
Effective July 1, 2011, Director fees for meetings of both the full Board and for Audit Committee meetings increased by $250 per
director per meeting. Directors who are not employees of the Company each receive a fee of $1,750 for each Board meeting attended.
Directors who are employees of the Company receive no separate compensation for their service as directors. Each Audit Committee
member and Mr. Lawrence F. Maietta, as an adviser to the Committee, receives a retainer of $750 per quarter. Mr. Arthur M. Dresner,
the Committee Chairman, receives an additional $250 per quarter. In addition, each receives a fee of $1,500 for the Annual Audit
Committee Meeting and $1,000 for each quarterly meeting. The Audit Committee Chairman, Mr. Arthur M. Dresner, receives an additional
$1,250 for the Annual Audit Committee Meeting and an additional $750 for each quarterly meeting. The Committee Secretary, Mr. Andrew
A. Boccone, receives an additional $250 for each meeting. Compensation Committee members each receive a fee of $1,000 for each
meeting attended. No fees are paid for meetings of the independent directors.
The following
table sets forth for the fiscal year ended December 31, 2017 certain information concerning the compensation paid to Directors
of the Company who are not “named executive officers” (as such term is defined in Item 402(m)(2) of Regulation S-K):
Name
|
Fees
earned or
paid in
cash
($)
|
Stock
awards ($)
|
Option
awards ($)
|
Non-Equity
incentive
plan
compensation
($)
|
Nonqualified
deferred
compensation
earnings
($)
|
All other
compensation
($)
|
Total
($)
|
Lawrence F. Maietta
|
28,500
|
-
|
-
|
-
|
-
|
18,000
(1)
|
46,500
|
Arthur M. Dresner
|
33,000
|
-
|
-
|
-
|
-
|
-
|
33,000
|
Andrew A. Boccone
|
29,500
|
-
|
-
|
-
|
-
|
-
|
29,500
|
S. Ari Papoulias
|
27,500
|
-
|
-
|
-
|
-
|
-
|
27,500
|
|
(1)
|
Consulting fee paid to Bonamassa, Maietta & Cartelli, LLP, a firm in which Mr. Maietta is a
partner, for reviewing quarterly and annual financial statements and corporate tax returns.
|
APPOINTMENT OF ACCOUNTANTS
The firm
of Raich Ende Malter & Co. LLP, an independent registered public accounting firm headquartered in Melville, N.Y., has been
appointed by the Audit Committee of the Board to be the independent accountants of the Company for the fiscal year ending December 31,
2018. The appointment of such firm is subject to ratification by the stockholders at the Annual Meeting. Management believes that
the firm is well qualified and recommends a vote in favor of the ratification.
Representatives
of Raich are expected to be present at the Annual Meeting and will have an opportunity to make a statement, if they desire to do
so, and will be available to respond to appropriate questions.
The Board
recommends that you vote "FOR" the ratification of the appointment of Raich to serve as the Company’s independent
accountants for the fiscal year ending December 31, 2018.
PRINCIPAL ACCOUNTANT FEES AND
SERVICES
On March
25, 2016 Baker Tilley Virchow Kraus, LLP (“Baker”) notified the Company that Baker was resigning as the Company’s
independent registered public accountant, effective immediately. After the completion of Baker’s most recent audit of the
Company’s financial statements for the fiscal year ended December 31, 2015 (the “2015 Audit”), the Company made
an offer of employment to a Baker employee who participated in the 2015 Audit. The Baker employee accepted the offer of employment.
As a result, Baker determined that this would constitute a conflict of interest and that its independence would be impaired in
accordance with SEC independence rules, and notified the Company that it would have to resign.
Baker
had audited the Company's financial statements for the fiscal years ended December 31, 2014 and 2015. The audit reports of Baker
on the Company's financial statements for those years did not contain any adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope or accounting principle. During the Company’s two most recent fiscal
years and subsequent interim period preceding Baker’s resignation as the Company's independent registered public accountant,
there have been no disagreements with Baker on any matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Baker, would have caused it to make
reference to the subject matter of the disagreements in connection with its reports. There were no reportable events as defined
in Item 304(a)(1)(v) of Regulation S-K.
On March
29, 2016, as directed and approved by the Audit Committee of the Company’s Board of Directors, the Company formally retained
Raich as the Company’s independent accountant, effective immediately. During the two previous fiscal years and through the
date of its retention, the Company had not consulted with Raich regarding either the application of accounting principles to a
specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the financial statements
of the Company, as well as any matters or reportable events described in Items 304(a)(2)(i) or (ii) of Regulation S-K.
The Company
previously provided a copy of this disclosure to Baker, and requested that Baker furnish the Company with a letter addressed to
the SEC stating whether it agreed with the statements made by the Company and, if not, stating the respects in which it did not
agree. A copy of Baker’s response confirming that Baker agreed with the statements made by the Company was included as Exhibit
16.1 to the Company’s Current Report on Form 8-K that was filed with the SEC on March 29, 2016.
Audit Fees
The aggregate
fees billed by Raich to the Company for the review and audit of the Company's financial statements for FY-2017 and FY-2016 were
approximately $68,000 per year. The aggregate fees that are expected to be billed by Raich for the review and audit of the Company's
financial statements for FY-2018 are expected to be approximately $68,000.
Audit-Related Fees
During
2017 and 2016 there were no fees paid to Raich or Baker in connection with the Company's compliance with Section 404 of the
Sarbanes-Oxley Act of 2002.
No other
fees were billed by Raich or Baker for the last two years that were reasonably related to the performance of the audit or review
of the Company's financial statements and not reported under "Audit Fees" above.
Tax Fees
There
were no other fees billed by Raich or Baker during the last two fiscal years for professional services rendered for tax compliance,
tax advice, or tax planning. Accordingly, none of such services were approved pursuant to pre-approval procedures or permitted
waivers thereof.
All Other Fees
There
were no non-audit-related fees billed to the Company by Raich or Baker in 2017 or 2016.
Pre-approval Policies
for Audit Services
Engagement
of accounting services by the Company is not made pursuant to any pre-approval policies or procedures. The Company believes that
its accounting firm is independent because all of its engagements by the Company are approved by the Company's Audit Committee
prior to any such engagement.
The Audit
Committee of the Company's Board meets periodically to review and approve the scope of the services to be provided to the Company
by its independent accountant, as well as to review and discuss any issues that may arise during an engagement. The Audit Committee
is responsible for the prior approval of every engagement of the Company's independent auditors to perform audit and permissible
non-audit services for the Company (such as quarterly reviews, tax matters, consultation on new accounting and disclosure standards
and, in future years, reporting on management's internal controls assessment).
Before
the auditors are engaged to provide those services, the chief financial officer and the controller will make a recommendation to
the Audit Committee regarding each of the services to be performed, including the fees to be charged for such services. At the
request of the Audit Committee the independent auditors and/or management shall periodically report to the Audit Committee regarding
the extent of services being provided by the independent auditors, and the fees for the services performed to date.
ANNUAL REPORT TO STOCKHOLDERS
The Annual
Report to Stockholders for the fiscal year ended December 31, 2017 accompanies this Proxy Statement. The Annual Report contains
financial and other information about the Company, but is not incorporated into this Proxy Statement and is not deemed to be a
part of the proxy soliciting material.
STOCKHOLDER PROPOSALS
Ms. Myra
Young of Elk Grove, California, is the owner of 100 shares of Company stock, and has advised the Company that she has designated
John Chevedden as her agent to submit a proposal for consideration at our Annual Meeting. The proposal will be voted on at the
Annual Meeting only if properly presented by or on behalf of the proponent. Adoption of this proposal requires the affirmative
vote of a majority of the shares present in person or represented by proxy. With the exception of minor formatting changes and/or
spelling corrections, the text of the stockholder proposal and supporting statement appear exactly as received by the Company unless
bracketed or otherwise noted. All statements contained in the proposal and supporting statement are the sole responsibility of
the proponent.
The
Board recommends a vote AGAINST the stockholder proposal based on the reasons set forth in the Company’s Statement in Opposition
following the stockholder proposal.
STOCKHOLDER PROPOSAL
:
“Shareholder Proxy Access”
RESOLVED: Shareholders of
United-Guardian, Inc. (“UG” or the “Company”) ask the board of directors (the “Board”) to amend
its bylaws or other documents, as necessary, to provide proxy access for shareholders as follows:
-
Nominating shareholders or shareholder groups (“Nominators”) must beneficially
own 3% or more of the Company’s outstanding common stock (“Required Stock”) continuously for at least three years
and pledge to hold such stock through the annual meeting.
-
Nominators may submit a statement not exceeding 500 words in support of each nominee
to be included in the Company proxy.
-
The number of shareholder-nominated candidates eligible to appear in proxy materials
shall be one quarter of the directors then serving or two, whichever is greater.
-
No limitation shall be placed on the number of shareholders that can aggregate their
shares to achieve the 3% of Required Stock.
-
No limitation shall be placed on the re-nomination of shareholder nominees by Nominators
based on the number or percentage of votes received in any election.
-
The Company shall not require that Nominators pledge to hold stock after the annual
meeting if their nominees fail to win election.
-
Loaned securities shall be counted as belonging to a nominating shareholder if the
shareholder represents it has the legal right to recall those securities for voting purposes and will hold those securities through
the date of the annual meeting.
Supporting Statement
(provided by the proponent of the
proposal)
:
The SEC’s universal proxy access Rule 14a-11 (https://www.sec.gov/rules/final/2010/33-9136.pdf)
was vacated after a court decision regarding the SEC’s cost-benefit analysis. Therefore, proxy access rights must be established
on a company-by-company basis. Subsequently, Proxy Access in the United States: Revisiting the Proposed SEC Rule (http://www.cfapubs.org/doi/pdf/10.2469/ccb.v2014.n9.1)
a cost-benefit analysis by CFA Institute, found proxy access would “benefit both the markets and corporate boardrooms, with
little cost or disruption,” raising US market capitalization by up to $140.3 billion. Public Versus Private Provision of
Governance: The Case of Proxy Access (http://ssrn.com/abstract=2635695) found a 0.5 percent average increase in shareholder value
for proxy access targeted firms.
Governance Changes through Shareholder Initiatives (https://cba.unl.edu/academic-programs/departments/finance/about/seminar-series/documents/Iliev.pdf)
found the announcement of shareholder proposals for proxy access submitted to 75 U.S. public companies resulted in $10.6 billion
of increased shareholder value across targeted firms.
Adoption of bylaws with all the requested elements outlined
above would help ensure meaningful proxy access is available to shareholders. Similar proposals won an average of 82.5% For, 14.3%
Against, and 0.8% Abstain from July 16, 2016 to June 30, 2017, according to Proxy Insight. A similar proposal at UG in 2015 was
supported by BlackRock, CalPERS, Bridgeway Capital and others.
Increase Shareholder Value
Vote for Shareholder Proxy Access
COMPANY STATEMENT IN OPPOSITION
The Board
has carefully considered this proposal and, for the reasons set forth below, does not believe that it is in the best interests
of the Company or its stockholders. The Company’s Board is committed to strong corporate governance practices and an appropriate
balance of shareholder rights. The Board recognizes that proxy access is a topic of growing interest to investors and continues
to evaluate it. However, the Board believes this proposal is fundamentally flawed, lacks safeguards against short-term abuse, and
is not in the best interest of the Company’s stockholders. Some of the reasons for the Board’s opinion are set forth
below. Given the Company’s long history of good governance practices, the Board does not believe that adoption of this proxy
access proposal is the right approach for the Company or our shareholders. For that reason, the Board recommends a vote
AGAINST
this proposal.
Several
aspects of this proposal introduce significant risk of disruption to the Company and lack safeguards to ensure proxy access would
not be abused:
|
(a)
|
The proposal permits an excessive number of shareholder-proposed candidates,
up to 25% of the Board every year. This percentage exceeds the 20% collective maximum typical in many other stockholder proxy access
proposals (see proposals at Disney in 2014, Verizon in 2013, and Walgreen Co. in 2013). It also is not practical for our company,
which currently has only six directors. The adoption of the proponent’s resolution would mean that 2 of the 6 directors,
or one-third of the Board, could be replaced each year. In addition, replacing directors every year could cause serious disruption
to the Board’s oversight of management, strategy and risk.
|
|
(b)
|
Providing access to the Company’s proxy statement as set forth in
the proposal will undermine the value of the thorough and rigorous selection and nomination process our Board already follows.
The current Board members are best situated to assess the particular qualifications of potential director nominees and determine
whether they will contribute to an effective Board that addresses the evolving needs of the Company and represents the best interests
of our stockholders.
|
Stockholders
may already nominate one or more directors, whom the Board will evaluate under the same criteria it applies to its own candidates.
In contrast, this proposal would allow individuals or small groups of stockholders who have no fiduciary duty and are not bound
by the Company’s corporate governance policies and practices to nominate directors to advance their own agenda or narrow
interests, without regard to the best interests of the Company. While shareholders would be free to reject such nominees, the cost
and disruption of having to defend against narrow agenda-driven attacks could be significant, and incurring those costs would not
be in the best interests of the Company’s stockholders.
Our existing
corporate governance policies provide the appropriate balance between ensuring Board accountability to stockholders and enabling
the Board to oversee effectively the Company’s business and affairs for the long-term benefit of stockholders. Our Board
fully is accountable to stockholders through a variety of progressive governance practices, including annual elections of our entire
Board, majority voting for directors, and the ability of stockholders to call special meetings. The Board already has in place
options for stockholders to communicate directly with the Board by email or regular mail.
Given our
Board’s record of protecting stockholder rights and responding to stockholder input, as well as the lack of critical safeguards
against the abuse of a proxy access for short-term interests, this proposal does not warrant support and has the potential for
creating significant risk to the Company’s stockholders
The Board
recommends a vote AGAINST this proposal.
Proposals
of stockholders for possible consideration at the 2019 Annual Meeting (expected to be held in May 2019) must be received by the
Secretary of the Company at the Company’s principal executive offices not later than December 17, 2018 and must satisfy the
other conditions set forth in SEC regulations regarding the inclusion of stockholder proposals in company-sponsored proxy materials.
STOCKHOLDER COMMUNICATIONS WITH
THE BOARD
The
Board has adopted the following procedure for stockholders to send communications to the Board other than stockholder proposals
for consideration at the annual meeting of stockholders which should be submitted to our Corporate Secretary. Stockholders who
wish to send communications to directors should refer to the Company's website at: www.u-g.com and direct those communications
to Mr. Arthur M. Dresner, Chairman of the Audit Committee, whose email address is posted there. All communications sent to Mr.
Dresner, but addressed to other Board members, will be forwarded to that Board member by Mr. Dresner.
OTHER BUSINESS
Management
of the Company knows of no business other than that referred to in the foregoing Notice of Annual Meeting and Proxy Statement that
may come before the Annual Meeting.
|
By order of the Board of Directors
|
|
Robert S. Rubinger, Secretary
|
Dated: April 13, 2018
THE COMPANY WILL FURNISH, WITHOUT CHARGE,
A COPY OF ITS ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2017, INCLUDING FINANCIAL STATEMENTS AND FINANCIAL
STATEMENT SCHEDULES, BUT EXCLUDING EXHIBITS, TO EACH STOCKHOLDER WHO REQUESTS THE 10-K IN WRITING ADDRESSED TO: ROBERT S. RUBINGER,
CORPORATE SECRETARY, UNITED-GUARDIAN, INC., P. O. BOX 18050, HAUPPAUGE, NEW YORK 11788.
|
YOUR
VOTE IS IMPORTANT. PLEASE VOTE TODAY.
UNITED-GUARDIAN, INC.
|
2018 Annual Meeting of
Stockholders
|
|
|
|
|
|
May 16, 2018
10:00 A.M. local time
|
|
|
|
|
|
This Proxy is Solicited
on Behalf
of The Board of Directors
|
Please be Sure to Mark,
Sign, Date and Return Your Proxy Card
in the Envelope Provided
|
▲ FOLD HERE ● DO NOT
SEPARATE ● INSERT IN ENVELOPE PROVIDED ▲
PROXY
|
Please mark
your votes
like this
|
X
|
|
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN
THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE THIS
PROXY WILL BE VOTED ‘FOR’ PROPOSALS 1, 2,
AND 3, AS RECOMMENDED BY THE BOARD OF DIRECTORS.
1.
|
ELECTION OF DIRECTORS (the Board recommends a vote “FOR” each nominee)
|
|
3.
|
PROPOSAL TO RATIFIY THE APPOINTMENT
|
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FOR
|
|
AGAINST
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ABSTAIN
|
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OF RAICH ENDE MALTER & CO. LLP AS
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(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
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THE INDEPENDENT PUBLIC ACCOUNTANTS
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INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE NOMINEE’S
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OF THE COMPANY FOR THE FISCAL YEAR
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NAME BELOW.)
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ENDING DECEMBER 31, 2018 (The Board
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recommends a vote “FOR” this proposal)
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01.
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Robert S. Rubinger
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FOR
all nominees
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WITHHOLD
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02.
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Kenneth H. Globus
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listed to the left
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AUTHORITY
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4.
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TO CONSIDER A STOCKHOLDER PROPOSAL
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FOR
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AGAINST
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ABSTAIN
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03.
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Lawrence F. Maietta
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(except as marked to
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to vote for all nominees
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DESCRIBED IN THE ACCOMPANYING PROXY
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04.
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Arthur M. Dresner
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the contrary to the left)
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listed to the left)
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STATEMENT, IF PROPERLY PRESENTED AT
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05.
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Andrew A. Boccone
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THE ANNUAL MEETING. (The Board recommends
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06.
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S. Ari Papoulias
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a vote “AGAINST” this proposal)
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2.
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APPROVAL ON AN ADVISORY BASIS, OF
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FOR
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AGAINST
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ABSTAIN
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In their discretion, the proxies are authorized to
vote upon matters incident to the
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THE COMPENSATlON OF THE COMPANY’S
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conduct of the meeting and upon such other business (which the Board
of Directors
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NAMED EXECUTIVE OFFICERS. (The Board
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did not know, prior to making this solicitation, would come before the
meeting) as
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recommends a vote “FOR” this proposal)
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may properly come before the meeting or any adjournment thereof.
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(continued on reverse side)
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Signature
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Signature
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Date
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, 2018.
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Note: Please sign exactly as name
appears hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee,
guardian, or corporate officer, please give title as such.
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▲ FOLD HERE ● DO NOT
SEPARATE ● INSERT IN ENVELOPE PROVIDED ▲
UNITED-GUARDIAN, INC.
230 Marcus Blvd. ● P.O Box
18050 ● Hauppauge, NY 11788
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS
The undersigned
hereby appoints Kenneth H. Globus and Robert S. Rubinger, and each of them, as proxies, each with the power to appoint his substitute,
and hereby authorizes them to represent and to vote, as he designated on the reverse, all of the shares of common stock of United-Guardian,
Inc. held of record by the undersigned on March 30, 2018 at the annual meeting of stockholders to be held on Wednesday, May 16,
2018, at 10:00 a.m. local time at the offices of Raich Ende Malter & Co. LLP, 175 Broadhollow Road, Suite 250, Melville, NY
11747, or at any adjournment thereof.
Please mark, sign, date and return
the proxy card promptly, using the
enclosed envelope.
(Continued, and to be marked,
dated and signed, on the other side)
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