•
Proposal No. 2:
to approve the amendment of the 2005 Incentive Stock Plan to increase the number of shares of our common stock that can be issued pursuant thereto from 8,333,333 to 14,333,333;
•
Proposal No. 3:
to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers;
•
Proposal No. 4:
to approve, on a non-binding advisory basis, the frequency of the stockholder vote on the compensation of the Company’s named executive officers; and
•
Proposal No. 5:
to ratify the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2019.
Each of these proposals is described in further detail below.
What happens if additional matters are presented at the Annual Meeting?
Other than the items of business described in this Proxy Statement, we are not currently aware of any other business to be acted upon at the Annual Meeting. If you grant a proxy, the persons named as proxy holders, Ms. Beth Jantzen and Ms. Judith Murrah, will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting. If for any reason any of the nominees is not available as a candidate for director, the persons named as proxies will vote your proxy for such other candidate or candidates as may be nominated by the Board of Directors.
How does the Board of Directors’ recommend that I vote?
As to the proposals to be voted on at the Annual Meeting, the Board of Directors unanimously recommends that you vote:
•
FOR
Proposal No. 1, for the election of each of the eight nominated candidates for director;
•
FOR
Proposal No. 2, for the approval of the amendment of the 2005 Incentive Stock Plan to increase the number of shares of our common stock that can be issued pursuant thereto from 8,333,333 to 14,333,333;
•
FOR
Proposal No. 3, for the approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers;
•
FOR
Proposal No. 4, for the approval, on a non-binding advisory basis, to hold advisory votes on the compensation of the Company’s named executive officers every three years; and
•
FOR
Proposal No. 5, for the ratification of the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2019.
What if I am a stockholder of record and do not indicate voting instructions on my proxy?
If you are a stockholder of record and provide specific instructions on your proxy with regard to certain items, your shares will be voted as you instruct on such items.
If no instructions are indicated on your proxy
for one or more of the proposals to be voted on, the shares will be voted as recommended by the Board of Directors: (i) in favor of each of our director nominees, (ii) for the approval of the amendment of the 2005 Incentive Stock Plan to increase the number of shares of our common stock that can be issued pursuant thereto from 8,333,333 to 14,333,333, (iii) for the approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers, (iv) for the approval, on a non-binding advisory basis, to hold advisory votes on the compensation of the Company’s named executive officers every three years, and (v) for the ratification of Marcum LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2019. If any other matters are properly presented for consideration at the meeting, the individuals named as proxy holders, Ms. Beth Jantzen and Ms. Judith Murrah, will vote the shares that they represent on those matters as recommended by the Board of Directors. If the Board of Directors does not make a recommendation, then they will vote in accordance with their best judgment.