UNITED
STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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(Rule 14a-101)
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INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
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Filed by a Party other than the
Registrant
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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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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to
§240.14a-12
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THE
INVENTURE GROUP, 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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x
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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)
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Title of each class of securities to
which transaction applies:
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(2)
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Aggregate number of securities to
which transaction applies:
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(3)
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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)
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Proposed maximum aggregate value of
transaction:
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(5)
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Total fee paid:
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o
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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)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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THE INVENTURE GROUP, INC.
5415 East High Street Suite 350
Phoenix, Arizona 85054
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
TO BE HELD ON MAY 20, 2010
Dear Stockholder:
The 2010 Annual Meeting of Stockholders (the Annual Meeting) of The
Inventure Group, Inc., a Delaware corporation (the Company), will be
held on May 20, 2010, at 9:00 a.m. local time, at Scottsdale
Marriott at McDowell Mountains 16770 North Perimeter Drive Scottsdale, Arizona
85260
for the following purposes:
(1)
To elect the Directors of the Company to serve until the 2011 Annual
Meeting of Stockholders;
(2)
To approve an amendment to our Certificate of Incorporation, as
amended, to change our name from The Inventure Group, Inc. to Inventure
Foods, Inc.;
(3)
To ratify the selection of Moss Adams LLP as independent public
accountants for fiscal year 2010; and
(4)
To transact such other business as may properly come before the Annual
Meeting or any adjournment or postponement thereof.
The Board of Directors has fixed March 31, 2010
as the record date (the Record Date) for the determination of stockholders
entitled to notice of and to vote at the Annual Meeting or any adjournment or
postponement thereof. Only stockholders
of record at the close of business on the Record Date are entitled to notice of
and to vote at the Annual Meeting. The stock transfer books will not be closed
for the Annual Meeting.
Your copy of the 2009 Annual Report of the Company is
enclosed.
This notice, the attached Proxy Statement and Proxy,
and the Companys 2009 Annual Report are available on the Companys website at
www.inventuregroup.net by choosing Investors and then the SEC Filings
links.
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By Order of the Board of Directors
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Terry McDaniel
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Chief Executive Officer
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Phoenix, Arizona
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March 24, 2010
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IMPORTANT
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. HOWEVER, WHETHER OR NOT YOU EXPECT TO ATTEND
THE ANNUAL MEETING IN PERSON, YOU ARE URGED TO PROMPTLY MARK, SIGN, DATE AND
RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED, SELF-ADDRESSED, STAMPED ENVELOPE
SO THAT YOUR SHARES OF STOCK MAY BE REPRESENTED AND VOTED IN ACCORDANCE
WITH YOUR WISHES AND IN ORDER THAT THE PRESENCE OF A QUORUM MAY BE ASSURED
AT THE ANNUAL MEETING. YOUR PROXY WILL BE
RETURNED TO YOU IF YOU SHOULD BE PRESENT AT THE ANNUAL MEETING AND SHOULD
REQUEST SUCH RETURN OR IF YOU SHOULD REQUEST SUCH RETURN IN THE MANNER PROVIDED
FOR REVOCATION OF PROXIES ON THE INITIAL PAGES OF THE ENCLOSED PROXY STATEMENT. PROMPT RESPONSE BY OUR STOCKHOLDERS WILL
REDUCE THE TIME AND EXPENSE OF SOLICITATION.
THE INVENTURE GROUP, INC.
5415 East High Street Suite 350
Phoenix, Arizona 85054
PROXY STATEMENT FOR ANNUAL
MEETING OF
STOCKHOLDERS TO BE HELD ON MAY 20,
2010
Solicitation of Proxies; Accompanying Documentation
We are delivering these proxy materials to solicit
proxies on behalf of the Board of Directors of The Inventure Group, Inc.
(which we refer to as the Company, we, or us), for the 2010 Annual
Meeting of Stockholders (the Annual Meeting), including any adjournment or
postponement thereof. The Annual Meeting
will be
held on May 20, 2010
, at 9:00 a.m. local time, at the Scottsdale Marriott at McDowell Mountains 16770 North Perimeter
Drive Scottsdale, Arizona 85260. Starting
on or about April 17, 2010, we are mailing this proxy statement to
stockholders entitled to vote at the Annual Meeting, together with a form of
proxy and voting instruction card (proxy card) and the Companys Annual
Report for the year ended December 26, 2009 (which includes a copy of the
Companys Form 10-K for such period, including audited financial
statements, filed with the Securities and Exchange Commission (the SEC)).
Costs of Solicitation
All expenses of the Company in connection with this solicitation
will be borne by the Company. In
addition to the solicitation of proxies by use of the mail, officers, Directors
and employees of the Company may solicit the return of proxies by personal
interview, mail, telephone and/or facsimile.
Such persons will not be additionally compensated, but will be
reimbursed for out-of-pocket expenses.
The Company will also request brokerage houses and other custodians,
nominees and fiduciaries to forward solicitation materials to the beneficial
owners of shares held of record by such persons and will reimburse such persons
and the Companys transfer agent, American Stock Transfer & Trust Co.,
for their reasonable out-of-pocket expenses in forwarding such material.
Stockholders Entitled to Vote at the Annual Meeting
If you were a registered stockholder at the close of
business on the record date, March 31, 2010 (the Record Date), you are
entitled to receive this notice and to vote at the Annual Meeting. There were 17,887,643 shares of common stock
outstanding on the Record Date. You will
have one vote on each matter properly brought before the Annual Meeting for
each share of Company common stock you own.
How to Vote Your Shares
Your vote is important. Your shares can be voted at
the Annual Meeting only if you are present in person or represented by
proxy. Even if you plan to attend the
Annual Meeting, we urge you to vote in advance.
If you own your shares in record name, you may cast your vote by simply
marking, dating and signing your proxy card, and then returning it to the
Companys transfer agent, American Stock Transfer & Trust Co., in the
postage-paid envelope provided.
Stockholders who hold their shares beneficially in a
street name through a nominee (such as a bank or broker) may be able to vote by
either the telephone or the Internet, as well as by mail. You should follow the instructions you
receive from your nominee to vote these shares.
How to Revoke Your Proxy
You may revoke your proxy at any time before it is
voted at the Annual Meeting by:
·
delivering
written notice of revocation to: Secretary, The Inventure Group, Inc.,
5415 East High Street Suite 350, Phoenix, Arizona, 85054 at any time before the proxy is voted;
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executing
and delivering a later-dated proxy; or
·
attending
the Annual Meeting and voting by ballot.
No notice of revocation or later-dated proxy will be
effective, however, until received by the Company at or prior to the Annual
Meeting. Such revocation will not affect
a vote on any matter taken prior to the receipt of such revocation. Your attendance at the Annual Meeting will
not by itself revoke your proxy.
Voting at the Annual
Meeting
The method by which you vote
will in no way limit your right to vote at the Annual Meeting if you later
decide to vote in person at the Annual Meeting.
If you hold your shares in a street name, you must obtain a proxy
executed in your favor from your nominee (such as a bank or broker) to be able
to vote at the Annual Meeting.
Your shares will be voted at the Annual Meeting as
directed by the voting instructions on your proxy card if: (1) you are
entitled to vote, (2) your proxy was properly executed, (3) we
received your proxy prior to the Annual Meeting, and (4) you did not
revoke your proxy prior to the Annual Meeting.
The Boards Recommendations
If you send a properly executed proxy without
specific voting instructions, your shares represented by that proxy will be
voted as recommended by the Board of Directors:
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FOR
the
election of the nominated slate of Directors (see pages 5 and 6).
·
FOR
the
amendment to the Companys Certificate of Incorporation to change the Companys
name from The Inventure Group, Inc. to Inventure Foods, Inc. (see
page 19).
·
FOR
the ratification of the selection of Moss
Adams LLP as independent public accountants for fiscal year 2010 (see page 20).
If any other matters properly come before the Annual
Meeting, the shares represented by all properly executed proxies will be voted
in accordance with the judgment of the persons named on such proxies.
Votes Required to Approve Each Item
The presence at the Annual Meeting (in person or by
proxy) of the holders of at least a majority of the shares is necessary to have
a quorum allowing us to conduct business at the Annual Meeting. Assuming the
presence of a quorum, the following votes are required to approve each item of
business at the Annual Meeting:
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Election
of Directors: A plurality of votes cast by holders of shares entitled to vote
is required to approve the election of the Directors. Under plurality voting,
the seven (7) nominees for Director who receive the greatest number
of favorable votes are elected.
·
Amendment
to Certificate of Incorporation: A
majority of the shares entitled to vote is required to approve the amendment to
the Companys Certificate of Incorporation.
·
Other
Items: A majority of the shares present at the Annual Meeting (in person or by
proxy) and entitled to vote is required to approve the other proposals and any
other items of business that properly come before the Annual Meeting.
Broker non-votes occur when a nominee (such as a
bank or broker) returns a proxy, but does not have the authority to vote on a
particular proposal because it has not received voting instructions from the
beneficial owner. Abstentions and broker
non-votes are counted as present or represented for purposes of determining the
presence or absence of a quorum for the Annual Meeting, but broker non-votes
are not counted for purposes of determining the number of shares entitled to
vote with respect to any proposal for which the broker lacks discretionary
authority. Accordingly, broker non-votes
will have no effect on the outcome of the vote for the election of Directors or
any other proposed matter. Stockholders
of record who are present in person or by proxy and who abstain, including
brokers holding customers shares of record who cause abstentions to be
recorded at the meetings, are considered stockholders who are present and
entitled to vote on the proposals.
Accordingly, a properly executed proxy marked ABSTAIN with respect to
any matter will not be voted, will have no effect on the outcome of the
election of Directors, and will have the same effect as a vote AGAINST any
other proposed matter.
Annual Meeting Admission
You may attend the Annual Meeting if you are a
registered stockholder, a proxy for a registered stockholder, or a beneficial
owner of Company common stock with evidence of ownership.
* * * * *
2
PROPOSAL 1 ELECTION OF DIRECTORS
(Item 1 on Proxy Card)
The Bylaws of the Company, as amended, provide that
the number of Directors constituting the Board of Directors shall be determined
by resolution of the Board of Directors at any meeting or by the stockholders
at the Annual Meeting. The Board of Directors of the Company has set the number
of Directors comprising the Board of Directors at seven (7).
The Board of
Directors has nominated seven (7) persons for election as Directors
of the Company at the Annual Meeting, each to serve until the 2010 Annual
Meeting of Stockholders of the Company or until his successor shall have been
duly elected and qualified. All of the
nominees are incumbent Directors standing for reelection. All of the nominees have been unanimously
approved by the independent Directors.
Each nominee has consented to be named in this Proxy Statement and to
serve if elected. If, prior to the
meeting, any nominee should become unavailable to serve for any reason, the
shares represented by all properly executed proxies will be voted for such
alternate individual as shall be designated by the Board of Directors, unless
the Board of Directors shall determine to reduce the number of Directors
pursuant to the Bylaws of the Company.
Assuming the presence of a quorum, a plurality of
votes cast by holders of shares entitled to vote is required for the election
of Directors. Shares will be voted for
the nominees in accordance with the specifications marked on the proxies applicable
thereto, and if no specification is made, will be voted
FOR
the election of all the nominees.
The table below sets forth the names and ages of the
nominees for Director and, where applicable, the year each first became a
Director of the Company.
Name
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Age
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Year First Became a
Director of the Company
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Larry Polhill
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58
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2004
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Ashton D. Asensio
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65
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2006
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Mark S. Howells
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56
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1995
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Bryce Edmonson
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55
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2006
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Itzhak Reichman
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53
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2007
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Ronald C. Kesselman
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67
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2008
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Terry McDaniel
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53
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2008
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Set forth below for each person nominated to be a
Director is a description of all positions held by such person with the Company
and the principal occupations of such person during at least the last five
years.
Larry R. Polhill.
Mr. Polhill has
served as a Director of the Company since July 2004 and was appointed
Chairman of the Board of Directors in February 2006. Mr. Polhill
is Chairman of AmPac Tri State CDC Inc., a not-for-profit corporation which is
an SBA 504 lender. Mr. Polhill is Chairman of American Pacific
Financial Corp., a Grand Terrace, California-based asset management firm
(APFC), and a Manager of Capital Foods, LLC, a private investment company that
is a stockholder of the Company. From August 2005 to February 2008,
Mr. Polhill served as a Director of Realty Information Services Inc.,
a franchising organization (RIS). On March 28, 2008, an
involuntary action was filed against RIS under Chapter 7 of the Bankruptcy
Code, 11 U.S.C. Section 101, et.seq. in the United States Bankruptcy Court
for the District of Nevada. RIS disputed the petition but subsequently
consented to relief under Chapter 11 of the Bankruptcy Code on July 15,
2008. APFC and its affiliates prevailed as the successful credit bidder
for the RIS assets in a sale pursuant to an order of the Bankruptcy Court on December 30,
2008. Mr. Polhill has an extensive background in corporate and real
estate finance as well as mergers and acquisitions. During his over 30
years of business experience, he has been involved as an officer, director or
financier of a wide diversity of businesses, including companies in the
consumer products, retail, real estate and food industries.
Ashton D. Asensio.
Mr. Asensio has
served as a Director of the Company since February 2006 and was appointed
Chairman of the Audit Committee in July 2006. Since January 2009,
Mr. Asensio has served as Vice President and Chief Financial Officer of
Security Alarm Financing Enterprises, L.P., a California security alarm account
aggregator. From 2003 to January 2009, Mr. Asensio was a
financial and operations consultant and, from March 2005 to January 2009,
Mr. Asensio provided consulting services to American Pacific Financial
Corp., a Grand Terrace, California-based asset management firm (APFC) and
various entities in which APFC had an ownership interest, including Capital
Foods, LLC, a stockholder of the Company, and Realty Information Systems, Inc.,
a franchising organization (RIS). From August 2005 to February 2006,
Mr. Asensio served as Chief Financial Officer of RIS. On March 28,
2008, an involuntary action was filed against RIS under Chapter 7 of the
Bankruptcy Code, 11 U.S.C. Section 101, et.seq. in the United States
Bankruptcy Court for the District of Nevada. RIS disputed the petition
but subsequently consented to relief under Chapter 11 of the Bankruptcy Code on
July 15, 2008. APFC and its affiliates prevailed as the successful
credit bidder for the RIS assets in a sale pursuant to an order of the
Bankruptcy Court on December 30, 2008. From March 1, 2008
through December 31, 2008, Mr. Asensio provided services to RIS as a
consulting chief financial officer under a consulting arrangement with
RIS. From 1972 to 1979, Mr. Asensio was an audit manager for Peat
Marwick Mitchell. Mr. Asensio received his Bachelor of Science
degree in accounting from Florida Atlantic University and received his Master
of Accounting degree from Florida State University.
3
Mark S. Howells.
Mr. Howells has served as a Director
of the Company since March 1995 and as Chairman of the Compensation
Committee from 2003 to 2008. From March 1995
to August 2004, Mr. Howells served as Chairman of the Board of
Directors of the Company. Since May 2000,
Mr. Howells has devoted a majority of his time to serving as the President
and Chairman of M.S. Howells & Co., a registered securities
broker-dealer. From 1987 to May 2000,
Mr. Howells served as the President and Chairman of Arizona Securities
Group, Inc., a registered securities broker-dealer. For the period from March 1995 to August 1995,
Mr. Howells also served as President and Chief Executive Officer of the
Company.
Macon Bryce Edmonson.
Mr. Edmonson has served
as a Director of the Company since July 2006 and as Chairman of the
Compensation Committee since 2008. Mr. Edmonson
has served as a Senior Vice President in charge of the North American business
of Del Monte Fresh Produce Company from 1995 to 2005 and, since mid-2005, has
been a consultant for the food industry helping companies realign their
strategies and position themselves for growth in the North American
market. Mr. Edmonson received
Bachelor and Master of Science degrees in Entomology from the University of
Florida, and an MBA in marketing from the University of Miami.
Itzhak Reichman.
Mr. Reichman has served as a Director
of the Company since October 2007. Mr. Reichman
is the retired Chairman and CEO of Desert Glory, North Americas leading grower
of flavorful tomatoes with greenhouse operations in Mexico and distribution
operations throughout the United States.
He held this position from April 2004 through November 2008. Prior to that role, Mr. Reichman worked
with the Borden organization while it was owned by Kohlberg, Kravis and
Roberts, fulfilling various strategic and merger and acquisition leadership
positions at the holding company, as well as operating roles at Borden Foods.
He also served as a member of the Board of Directors of Wise Foods, Inc. Mr. Reichman received a bachelors
degree in civil engineering from the Israeli Institute of Technology and a masters
degree in business management from M.I.T.
Ronald
C. Kesselman.
Mr. Kesselman has served as a Director
of the Company since July 2008
. Mr. Kesselman
has a 40-year career in senior executive and management positions with consumer
products and food processing companies, including past service as a Chairman
and Chief Executive Officer of Elmer Products, Inc. Mr. Kesselman currently serves on the
Board of Directors of American Italian Pasta Company,
a publicly
traded pasta manufacturing and marketing company,
and Imperial Sugar Company, a publicly traded sugar
manufacturing and marketing company. Mr. Kesselman
also serves
as a strategic advisor to
Homax Products, Inc., a privately
held company and supplier of home improvement products. Mr. Kesselman received a bachelors
degree in economics from the University of Wisconsin and an MBA from the
Kellogg School at Northwestern University.
Terry McDaniel.
Mr. McDaniel
has served as a Director and
Chief Executive Officer of the Company since May 2008 and as Chief
Operating Officer since April 2006.
Mr. McDaniel also serves on the Board of Directors of Foster Farms
Dairy, the largest privately owned dairy in California. From 2003 to 2006, Mr. McDaniel was
President and a Director of MSLI Worksite Benefits, a company that marketed
voluntary benefits through the worksite to Fortune 1000 companies. From 1998 to 2003, Mr. McDaniel served
as President, Chief Executive Officer and a Director of Wise Foods, Inc. Prior to 1998, Mr. McDaniel served as
Vice President of Sales and Marketing for Wise Foods, Inc., and as Vice
President of Sales for Haagen-Dazs Company, Inc. Prior to these positions, he held sales
leadership positions for companies such as the Nestle Corporation, Tropicana
Products, Inc. and Unilever. Mr. McDaniel
has been Chairman of the Snack Food Association since March 31, 2009. Mr. McDaniel received a bachelors
degree in business and an MBA from Columbus State University.
* * * * *
THE BOARD OF DIRECTORS RECOMMENDS
THAT STOCKHOLDERS
VOTE FOR ALL NOMINEES FOR DIRECTOR.
* * * * *
4
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets
forth certain information regarding the beneficial ownership of the Companys
Common Stock as of the Record Date by (i) each person known by the Company
to be the beneficial owner of more than 5% of the outstanding Common Stock, (ii) each
director and nominee for director, (iii) each executive officer listed in
the Summary Compensation Table set forth in Executive Compensation below, and
(iv) all directors and executive officers as a group.
Name and Address of
Beneficial Owner
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Amount and Nature
of Beneficial
Ownership of
Common Stock(1)
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Percent of Shares
of Common Stock
Beneficially
Owned(2)
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Larry Polhill
225 W. Hospitality Lane, Suite 201, San Bernardino, CA 92408
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4,232,160
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(3)(4)
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23.7
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Ashton
D. Asensio
1019
Northoak Drive, Walnut Creek, CA 94598
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30,000
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(3)
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Mark S. Howells
20555 N. Pima Road, Suite #100, Scottsdale, AZ 85255
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506,745
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(3)(5)
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2.8
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Macon Bryce Edmonson
1254 Andalusia Avenue, Coral Gables,
FL 33134
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37,500
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(3)
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Itzhak
Reichman
15315
Capital Port, San Antonio, TX 78249
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25,000
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(3)
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Ronald
C. Kesselman
19
Keswick Drive, New Albany, OH 43054
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20,000
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(3)
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Terry McDaniel
8638 E. Villa Drive, Scottsdale, AZ 85262
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504,933
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(3)
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2.8
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Steve Weinberger
10451 N. 109
th
Way,
Scottsdale, AZ 85259
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305,800
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(3)
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1.7
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Steven
Sklar
22684
N 93rd Street, Scottsdale, AZ 85255
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125,153
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(3)
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0.7
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Capital Foods, LLC
7380 S. Eastern Ave., Suite 150, Las Vegas, NV 89123
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4,133,695
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(4)
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23.1
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Heartland
Advisors, Inc.
789 N. Water Street, Milwaukee, WI 53202
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3,549,204
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(6)
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19.8
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William J. Nasgovitz
789 N. Water Street, Milwaukee, WI 53202
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3,549,204
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(6)
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19.8
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All officers and directors
above as a group (10 persons)
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5,787,291
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(7)
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32.4
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(1)
Unless otherwise indicated, each of the
persons named has sole voting and investment power with respect to the shares
reported.
(2)
Shares that an individual or group has a right to acquire within 60
days of the Record Date pursuant to the exercise of stock options are deemed to
be outstanding for the purpose of computing the percentage ownership of such
individual or group, but are not deemed to be outstanding for the purpose of
computing the ownership percentage of any other person shown in the table. On the Record Date, the date as of which
these percentages are calculated, there were 17,887,643 shares of Common Stock
issued and outstanding pursuant to Rule 13d-3(d)(1) of the Exchange
Act of 1934, as amended.
(3)
Includes shares issuable to the indicated person upon the exercise of
stock options that are exercisable within 60 days of the Record Date as
follows: Mr. Polhill 35,000; Mr. Asensio 30,000; Mr. Howells
35,000; Mr. Edmonson 37,500; Mr. Reichman 25,000; Mr. Kesselman
20,000; Mr. McDaniel 452,933; Mr. Weinberger 268,800 and Mr. Sklar
85,800. Excludes shares issuable to
the indicated person upon the exercise of stock options that have not yet vested
and are not exercisable within 60 days of the Record Date as follows: Mr. Polhill
0; Mr. Asensio 0; Mr. Howells 0; Mr. Edmonson 0; Mr. Reichman
0; Mr. Kesselman 0; Mr. McDaniel
145,067; Mr. Weinberger 125,200 and Mr. Sklar 90,200.
(4)
According to Form 4 filed by the holder with the SEC on August 19,
2009, disclosing direct beneficial ownership of 7,140 shares, indirect
beneficial ownership of 56,325 shares by IRA, and indirect ownership of
4,133,695 shares by Capital Foods, LLC. Mr. Polhill
has pledged 1,500,000 of the shares he beneficially owns.
5
(5)
According to Form 4 filed by holder with the SEC on September 17,
2009, disclosing direct beneficial ownership of 476,745 shares. Mr. Howells has pledged 430,646 of the
shares he holds.
(6)
According to Schedule 13G filed by the holder with the SEC on February 10,
2010, disclosing shared voting power with respect to 3,052,204 shares and
shared dispositive power with respect to 3,549,204 shares. The shares beneficially owned by Mr. Nasgovitz
are included in the shares beneficially owned by, and disclosed in the above
table with respect to, Heartland Advisors, Inc.
(7)
Includes 990,033 shares issuable upon the exercise of stock options
that are exercisable within 60 days of the Record Date. Excludes 360,467 shares issuable upon the
exercise of stock options that have not yet vested and are not exercisable
within 60 days of the Record Date.
6
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors conducts its business through
meetings of the Board of Directors and through its standing committees. The
Board of Directors has determined that
Ashton D. Asensio, Mark S.
Howells, Macon Bryce Edmonson, Itzhak Reichman and Ronald C. Kesselman a
re independent, within the meaning of
currently applicable rules of the Securities Exchange Act of 1934 (as
amended, the Exchange Act) and the applicable listing standards of The Nasdaq
Stock Market LLC.
During the fiscal year ended December 26, 2009,
the Board of Directors met 8 times and took action on 1 other occasion by
unanimous written consent. During such
period, there were 4 meetings of the Audit Committee and 2 meetings of the
Compensation Committee. During the
fiscal year ended December 26, 2009, each Director attended at least 75%
of the Board of Directors meetings and meetings of any committees on which he
served, except for Mr. Kesselman who attended 5 Board of Director meetings. It is the Companys policy to encourage the
Directors standing for election at the Annual Meeting to attend the Annual
Meeting. All Directors standing for
election at the 2009 Annual Stockholders Meeting attended the 2009 Annual
Stockholders Meeting other than Mr. Kesselman.
Non-management Directors generally meet in executive
session at each regularly scheduled Board meeting without any members of
management being present. In lieu of a regularly presiding Director, these
sessions are presided over by the Chairman of the Board. It is contemplated
that at least twice each year, in conjunction with regularly scheduled Board
meetings, the Board will hold an executive session at which only those
Directors who are independent within the meaning of currently applicable rules of
the Exchange Act and the applicable listing standards of The Nasdaq Stock
Market LLC are present.
As of the date of this Proxy Statement, two committees
have been established, an Audit Committee and a Compensation Committee. The Board of Directors does not currently
utilize a formal Nominating Committee or committee performing similar functions
and therefore does not have a Nominating Committee charter. Instead, a majority
of independent Directors identifies and recommends persons to be nominees for
positions on the Board of Directors at each Annual Stockholders Meeting and to
fill vacancies on the Board between annual meetings. Board candidates, including Directors up for
reelection, are considered based upon various criteria, such as broad-based
business and professional skills and experiences, understanding of the Companys
business and markets, concern for long-term interests of the stockholders,
personal integrity, freedom from conflicts of interest, sound business
judgment, and time available to devote to board activities. The Board of Directors has not established
any specific minimum qualification standards for nominees to the Board,
although from time to time the Board may identify certain skills or attributes
as being particularly desirable to help meet specific Board needs that have
arisen. While the Board of Directors
does not have a formal diversity policy for Board Membership, the Board seeks
Directors who represent a mix of backgrounds and experiences that will enhance
the quality of the Boards deliberations and decisions. In identifying potential candidates, the
independent Directors may rely on suggestions and recommendations from the
Board, management and others, and may also retain search firms for assistance. Current Directors whose terms are expiring
and their past performance on the Board and its committees will be considered
first using the criteria set forth above.
The Board of Directors believes that this process is as effective in
nominating qualified Director candidates as a more formal process instituted by
a separate committee under a separate charter would be. Because it also believes that its independent
Directors are in the best position to locate qualified candidates, the Board of
Directors does not currently have a policy with regard to the consideration of
any Director candidates recommended by stockholders.
Board Leadership Structure
For several years we have
split the roles of Chairman of the Board and Chief Executive Officer so that
our Chairman is better positioned to provide strong leadership that is separate
and distinct from senior management.
Larry Polhill has served as Chairman since 2006. In December 2009, Itzhak Reichman
assumed the role of independent lead director to help organize the Boards
evaluation of our senior management, provide ongoing feedback to senior
management from the boards executive sessions, mentor and challenge senior
management, and assist senior management with Board communications and meeting
agenda.
Ashton D. Asensio has
served as Chairman of our Audit Committee since 2006, and Macon Bryce Edmonson
has served as Chairman of our Compensation Committee since 2008, and provide
strong independent leadership in these functions. It is managements responsibility to manage
risk and bring to the Board of Directors attention the most material risks to
the Company, but the Board of Directors has oversight responsibility of the
processes established to report and monitor systems for material risks
applicable to the Company, and our Audit Committee and Compensation Committee
help facilitate this oversight function.
Our Audit Committee regularly reviews enterprise-wide risk management,
including food safety, internal controls, compliance and ethics, insurance and
operations. Our Compensation Committee
regularly reviews risks related to the attraction and retention of talent and
risks relating to the design of compensation programs and arrangements for
executive officers. The full Board considers strategic risks and opportunities
and regularly receives detailed reports from the Committees regarding risk
oversight in their areas of responsibility.
7
Audit Committee
The Audit Committee has the responsibility to assist
the Board of Directors in its oversight of the integrity of the Companys
financial statements, the qualification and independence of the Companys
independent auditors, and the performance of the independent auditors. Management has primary responsibility for the
Companys financial statements, reporting process and internal controls, and
the Companys independent auditors are responsible for auditing the financial
statements in accordance with the standards of the Public Company Accounting
Oversight Board (United States) and issuing an opinion as to whether the
Companys financial statements are, in all material respects, presented fairly
in conformity with such principles. The
Committee oversees the Companys financial reporting process, hires and sets the
compensation of the Companys independent auditors, pre-approves all audit and
non-audit engagements of the Companys independent auditors and related party
transactions, reviews reports from the Companys independent auditors and the
Companys financial statements, monitors and informs the Board of the Companys
accounting policies and internal controls, reviews the scope of the audit, and
monitors the quality and objectivity of the Companys financial statements and
the independence of the Companys independent auditors. In addition, pursuant to its Charter, the
Committee performs an annual evaluation of the adequacy of the Audit Committees
Charter. A copy of the Audit Committee
Charter is available on our website, www.inventuregroup.net by choosing the Investors
and then Governance Documents links.
The Audit Committee is currently comprised of three members of the Board
of Directors, Messrs. Asensio, Edmonson and Howells. The Chairman of the
Audit Committee is Mr. Asensio. The Audit Committee was established on October 22,
1996. The report of the Audit Committee
with respect to the 2009 fiscal year is set forth under the heading Report of
the Audit Committee below.
Compensation Committee
The Companys
Compensation Committee is currently comprised of three members of the Board of
Directors, Messrs. Edmonson, Howells and Reichman. The Chairman of the Compensation Committee is
Mr. Edmonson. The Board has
determined that each of the Committee members is an outside Director within the
meaning of the regulations under Section 162(m) of the Internal
Revenue Code of 1986, as amended, a non-employee Director under Rule 16b-3
under the Exchange Act, and independent within the meaning of currently
applicable rules of the Exchange Act and the applicable listing standards
of The Nasdaq Stock Market LLC. None of
the members of the Compensation Committee are former officers or employees of
the Company, except for Mr. Howells who resigned as President and Chief
Executive Officer in August 1995.
The Compensation Committee evaluates the performance and reviews and
approves the compensation of executive officers, including the Chief Executive
Officer, of the Company. The
Compensation Committee was established on June 12, 1997. A copy of the Compensation Committee Charter
is available on our website, www.inventuregroup.net by choosing the Investors
and then Governance Documents links.
The Compensation Committee also reviews, approves and
recommends to the Board of Directors for approval the compensation of the
members of the Board of Directors. In
approving director compensation, the Compensation Committee considers the
anticipated number of meetings of the Board of Directors and its Committees and
data regarding director compensation for similar size companies in similar
industries.
Stockholder Communications with Directors
Stockholders who wish to communicate with the Board of
Directors, the non-management Directors or an individual Director may do so by
sending a letter to the Secretary of the Company at 5415 East High Street, Suite 350,
Phoenix, Arizona, 85054. The mailing envelope must contain a clear notation
indicating that the enclosed letter is a Stockholder-Board Communication. The Secretary has been authorized to screen
commercial solicitations and materials which pose security risks, are unrelated
to the business or governance of the Company, relate to routine or
insignificant matters that do not warrant the attention of the Board of
Directors, are frivolous or offensive, or are otherwise inappropriate. All such letters must identify the author as
a stockholder and clearly state whether the intended recipients are all or
individual members of the Board. The
Secretary will make copies of all such letters and circulate them to the
appropriate Director or Directors.
8
REPORT OF THE AUDIT COMMITTEE
The Companys Audit Committee consists of three
directors, each of whom the Board of Directors has determined to be independent
within the meaning of currently applicable rules of the Exchange Act and
the applicable listing standards of The Nasdaq Stock Market LLC for audit
committee members, and to comply with the financial knowledge requirements of
the applicable listing standards of the Nasdaq Stock Market LLC. In addition, the Board of Directors has
determined that
Ashton D. Asensio
is an Audit Committee financial expert within the
meaning of currently applicable rules of the Exchange Act and complies
with the professional experience requirements of the applicable listing
standards of the Nasdaq Stock Market LLC.
The Audit Committee operates under a written charter adopted by the
Board of Directors, which is available on the Companys website at
www.inventuregroup.net by choosing the Investors and then the Governance
Documents links.
The primary purpose of the Audit Committee is to
oversee the accounting and financial reporting processes of the Company and the
integrated audits of its financial statements, including its compliance with Section 404
of the Sarbanes-Oxley Act of 2002.
Management has primary responsibility for the Companys financial
statements and the financial reporting processes, including its systems of
internal controls. In fulfilling its oversight responsibilities, the Audit
Committee reviewed and discussed the audited financial statements in the Annual
Report on Form 10-K with management, including a discussion of the quality
and the acceptability of the financial reporting and controls. The Audit
Committee discussed with the independent public accountants, who are
responsible for expressing an opinion on the conformity of the audited
financial statements with accounting principles generally accepted in the
United States, their judgments as to the quality and the acceptability of the
Companys financial reporting and controls and such other matters as are
required to be discussed with the Audit Committee under generally accepted
auditing standards, including the matters required to be discussed by Statement
of Auditing Standards No. 114. In
addition, the Audit Committee has received the written disclosures and letter
from the independent public accountants required by applicable requirements of
the Public Company Accounting Oversight Board regarding the independent public accountants
communications with the Audit Committee concerning independence, and has
discussed with the independent public accountants the independent public
accountants independence from management and the Company.
Based on the review and discussions referred to above,
the Audit Committee has recommended to the Board of Directors that the Companys
audited financial statements be included in the Companys Annual Report on Form 10-K
for the year ended December 26, 2009 for filing with the Securities and Exchange
Commission.
Submitted by the Audit Committee of the Board of
Directors,
Ashton D. Asensio
Mark S. Howells
Macon Bryce Edmonson
9
DIRECTOR COMPENSATION
Only non-employee Directors are compensated for their
services as Directors. The Companys
2009 compensation package for non-employee Directors was comprised of cash
(annual retainers and committee meeting fees) and stock option grants. The
annual pay package is designed to attract and retain highly-qualified,
independent professionals to represent our stockholders and positioned to
approximate the median of our peer group.
2009 compensation for non-employee Directors consisted
of the following:
·
Retainers
Each independent Director is paid an annual
retainer of $4,000. Additionally, the Chairman of the Board of Directors
receives an annual retainer of $15,000; the Chairman of the Audit Committee
receives an annual retainer of $15,000; and the Chairman of the Compensation
Committee receives an annual retainer of $3,000. The annual cash retainers are paid in
quarterly installments.
·
Meeting Fees
During 2009, for each quarterly Board meeting,
attendees were compensated $2,500, or $500 if they participated
telephonically. For Audit Committee meetings
attendees were compensated $2,000, or $500 if they participated
telephonically. For Compensation
Committee meetings attendees were compensated $1,000, or $500 if they
participated telephonically.
·
Stock Options
Stock option grants (1) are made each year
after each Annual Meeting of Stockholders upon the Directors election to the
Board, (2) are exercisable on the date of the next Annual Meeting of
Stockholders, (3) have a five year term and (4) are granted with
exercise prices equal to the closing price at the end of the day of the Annual
Meeting of Stockholders. In May 2009,
the Company granted options to purchase 10,000 shares of Common Stock to each
person who was elected to the Board of Directors at the 2009 Annual Meeting of
Stockholders (other than Mr. McDaniel).
Such options have an exercise price of $2.26 per share, are exercisable
on May 19, 2010 and have a term of five years. The Company plans to
continue to grant stock options in the amount of 10,000 options per year to
each continuing non-employee Director and 10,000 options to each newly
appointed Director.
·
Business Expenses
Directors are reimbursed for out-of-pocket expenses
incurred in attending meetings of the Board of Directors and for other expenses
incurred in their capacity as Directors.
·
Director and Officer
Liability Insurance
Director and officer liability insurance individually
insures our Directors and officers against certain losses that they are legally
required to pay as a result of their actions while performing duties on our
behalf. Our D&O insurance policy
does not break out the premium for Directors versus officers and, therefore, a
dollar amount cannot be assigned for individual Directors.
10
The following table sets for the compensation paid to
each non-employee Director for the 2009 fiscal year.
NON-EMPLOYEE DIRECTORS COMPENSATION
TABLE
Name
|
|
Fees Earned
or Paid in
Cash(1)
|
|
Stock
Awards
($)
|
|
Option
Awards
($)(2)
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
|
|
All Other
Compensation
($)
|
|
Total
|
|
Larry Polhill
|
|
$
|
30,000
|
|
|
|
$
|
2,403
|
|
|
|
|
|
|
|
$
|
32,403
|
|
Ashton D. Asensio
|
|
$
|
37,500
|
|
|
|
$
|
2,403
|
|
|
|
|
|
|
|
$
|
39,903
|
|
Mark S. Howells
|
|
$
|
26,750
|
|
|
|
$
|
2,403
|
|
|
|
|
|
|
|
$
|
29,153
|
|
M. Bryce Edmonson
|
|
$
|
28,250
|
|
|
|
$
|
2,403
|
|
|
|
|
|
|
|
$
|
30,653
|
|
Itzhak Reichman
|
|
$
|
21,500
|
|
|
|
$
|
2,403
|
|
|
|
|
|
|
|
$
|
23,903
|
|
Ronald Kesselman
|
|
$
|
13,500
|
|
|
|
$
|
2,403
|
|
|
|
|
|
|
|
$
|
15,903
|
|
(1)
The aggregate dollar amount of all fees
earned or paid in cash for services as a Director.
(2)
Represents the value of options granted
during the year to purchase shares of common stock. Generally, options have a five-year term and
become exercisable at the date of the next Annual Meeting of Stockholders held
in May of every year with the exceptions of options granted to Directors
who joined the Board during the year.
The value noted here reflects the compensation expense recognized by the
Company during 2009 under SFAS No. 123(R).
Refer to Note 1 to the Consolidated Financial Statements included in our
Annual Report on Form 10-K for the year ended December 26, 2009, for
a discussion of the relevant assumptions used in calculating the recognized
compensation expense and grant-date fair value pursuant to SFAS No. 123(R). The recognized compensation expense and
grant-date fair value of the stock option awards for financial reporting
purposes will likely vary from the actual amount ultimately realized by the
Director based on a number of factors.
These factors include stock price fluctuations, differences from the
valuation assumptions used and the timing of exercise.
Aggregate
number of vested options outstanding for each non-employee Director at the end
of fiscal year 2009:
Name
|
|
Aggregate Number of Vested
Options Outstanding (#)
|
|
Larry Polhill
|
|
25,000
|
|
Ashton D. Asensio
|
|
20,000
|
|
Mark S. Howells
|
|
25,000
|
|
Bryce Edmonson
|
|
27,500
|
|
Itzhak Reichman
|
|
15,000
|
|
Ronald C. Kesselman
|
|
10,000
|
|
11
EXECUTIVE
OFFICER COMPENSATION
The
Compensation Committee of the Board of Directors reviews and recommends to the
Board of Directors for approval the compensation packages for all executive
officers of the Company, including the executive officers named in the Summary
Compensation Table below (the Named Executive Officers). The following table sets forth certain
compensation information for the fiscal years ended December 26, 2009 and December 27,
2008, for our Chief Executive Officer Terry McDaniel, and our Chief Financial
Officer Steve Weinberger and Senior Vice President of Marketing Steven Sklar,
who are the two most highly compensated executive officers aside from those
individuals serving as our principal executive officer during the prior fiscal
year. We refer to these individuals
collectively as the Named Executive Officers.
Summary Compensation Table
Name and
Principal Position
|
|
Year
|
|
Salary ($)
|
|
Bonus
($)
|
|
Stock
Awards
($)
|
|
Option
Awards
($)(4)
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
Change in Pension
Value and Non-
Qualified Deferred
Compensation
Earnings
|
|
All Other
Compensation
($)
|
|
Total ($)
|
|
Terry McDaniel(1)
|
|
2008
|
|
385,619
|
|
92,400
|
|
|
|
19,936
|
|
|
|
|
|
28,909
|
(5)
|
526,864
|
|
|
|
2009
|
|
404,246
|
|
101,206
|
|
24,166
|
(11)
|
|
|
|
|
|
|
27,735
|
(6)
|
557,353
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steve Weinberger(2)
|
|
2008
|
|
256,867
|
|
55,620
|
|
|
|
14,710
|
|
|
|
|
|
32,665
|
(7)
|
359,862
|
|
|
|
2009
|
|
270,300
|
|
60,200
|
|
17,195
|
(12)
|
|
|
|
|
|
|
32,990
|
(8)
|
380,685
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven Sklar(3)
|
|
2008
|
|
224,826
|
|
32,410
|
|
31,812
|
(13)
|
3,793
|
|
|
|
|
|
22,541
|
(9)
|
315,382
|
|
|
|
2009
|
|
220,388
|
|
34,646
|
|
|
|
|
|
|
|
|
|
22,659
|
(10)
|
277,693
|
|
(1)
Mr. McDaniel served as Chief
Operating Officer from April 2006 to May 2008 and served as Chief
Executive Officer since May 2008.
(2)
Mr. Weinberger has served as Chief
Financial Officer since August 2006.
(3)
Mr. Sklar has served as Senior Vice
President of Marketing since August 2005.
(4)
Represents the value of options granted
during the relevant year to purchase shares of common stock. Refer to Note 1 to the Consolidated
Financial Statements included in our Annual Report on Form 10-K for the
year ended December 26, 2009, for a discussion of the relevant assumptions
used in calculating the recognized compensation expense and grant-date fair
value pursuant to SFAS No. 123(R).
(5)
Represents an automobile allowance of
$11,400, NQDC Company matching payments of $3,875, $8,000 of health insurance
benefits, $341 of life insurance benefits and $5,293 of disability insurance
benefits paid on behalf of Mr. McDaniel
(6)
Represents an automobile allowance of
$12,000, NQDC Company matching payments of $-0-, $10,700of health insurance
benefits, $341 of life insurance benefits and $4,694 of disability insurance
benefits paid on behalf of Mr. McDaniel
(7)
Represents an automobile allowance of
$11,400, NQDC Company matching payments of $2,960, $8,000 of health insurance
benefits, $341 of life insurance benefits and $9,964 of disability insurance
benefits paid on behalf of Mr. Weinberger.
(8)
Represents an automobile allowance of
$12,000, NQDC Company matching payments of $-0-, $10,700 of health insurance
benefits, $341 of life insurance benefits and $9,949 of disability insurance
benefits paid on behalf of Mr. Weinberger.
(9)
Represents an automobile allowance of $7,800,
NQDC Company matching payments of $2,567, $8,000 of health insurance benefits,
$341 of life insurance benefits and $3,833 of disability insurance benefits
paid on behalf of Mr. Sklar.
(10)
Represents an automobile allowance of
$7,800, NQDC Company matching payments of $-0-, $10,700 of health insurance
benefits, $341 of life insurance benefits and $3,818 of disability insurance
benefits paid on behalf of Mr. Sklar.
12
(11)
On June 1, 2009, the Company issued
to its Chief Executive Officer 52,000 shares of restricted stock under the
Companys 2005 Equity Incentive Plan, subject to vesting in equal installments
over three years. Refer to Note 1 to the Consolidated Financial
Statements included in our Annual Report on Form 10-K for the year ended December 26,
2009, for a discussion of the relevant assumptions used in calculating the
recognized compensation expense.
(12)
On June 1, 2009, the Company issued
to its Chief Financial Officer 37,000 shares of restricted stock under the
companys 2005 Equity Incentive Plan, subject to vesting in equal installments
over three years. Refer to Note 1 to the Consolidated Financial
Statements included in our Annual Report on Form 10-K for the year ended December 26,
2009, for a discussion of the relevant assumptions used in calculating the
recognized compensation expense.
(13)
On August 1, 2005, the Company
issued to its Senior Vice President of Marketing 35,353 shares of restricted
stock under the Companys 2005 Equity Incentive Plan, subject to vesting in
equal annual installments over three years.
Refer to Note 1 to the Consolidated Financial Statements included
in our Annual Report on Form 10-K for the year ended December 26,
2009, for a discussion of the relevant assumptions used in calculating the
recognized compensation expense
The following table sets forth certain information
concerning outstanding option awards to the Named Executive Officers as at December 26,
2009:
Outstanding
Equity Awards
at
Fiscal Year-End
Name
|
|
Number of
Securities
Underlying
Unexercised
Options -
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options -
Unexercisable
|
|
Option Exercise
Price ($)
|
|
Option Expiration
Date
|
|
Number of
Securities
Underlying All
Other Stock
Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terry McDaniel
|
|
100,000
|
|
|
|
$
|
2.81
|
|
4/17/11
|
|
52,000
|
(1)
|
|
|
133,333
|
|
66,667
|
|
$
|
2.69
|
|
2/23/12
|
|
|
|
|
|
66,667
|
|
133,333
|
|
$
|
1.94
|
|
5/7/13
|
|
|
|
|
|
19,600
|
|
78,400
|
|
$
|
1.70
|
|
12/6/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steve Weinberger
|
|
50,000
|
|
|
|
$
|
2.31
|
|
8/8/11
|
|
37,000
|
(1)
|
|
|
66,667
|
|
33,333
|
|
$
|
2.69
|
|
2/23/12
|
|
|
|
|
|
50,000
|
|
100,000
|
|
$
|
1.94
|
|
5/7/13
|
|
|
|
|
|
18,800
|
|
75,200
|
|
$
|
1.70
|
|
12/6/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven Sklar
|
|
12,000
|
|
|
|
$
|
2.80
|
|
5/23/11
|
|
35,353
|
(2)
|
|
|
33,333
|
|
16,667
|
|
$
|
2.69
|
|
2/23/12
|
|
|
|
|
|
8,000
|
|
32,000
|
|
$
|
1.86
|
|
5/19/18
|
|
|
|
|
|
7,800
|
|
31,200
|
|
$
|
1.70
|
|
12/6/18
|
|
|
|
(1)
Restricted
Stock Award granted on 6/1/09
(2)
Restricted
Stock Award granted on 8/30/05
13
Equity
Incentive Plan Approved by Stockholders
As of December 26, 2009, the only compensation
plan of the Company approved by the stockholders is The Inventure Group, Inc.
2005 Equity Incentive Plan (as amended, the 2005 Plan). As of December 26, 2009, the aggregate
number of shares of Common Stock reserved for issuance under the 2005 Plan is
the sum of (a) 410,518, which is the number of reserved but unissued
shares available for issuance under the Companys 1995 Stock Option Plan (the 1995
Plan), (b) 500,000, which is the number of additional shares approved by
the stockholders on May 23, 2006 to be added to the 2005 Plan, (c) 500,000,
which is the number of additional shares approved by the stockholders on May 19,
2008 to be added to the 2005 Plan and (d) 500,000, which is the number of
additional shares approved by the stockholders on May 19, 2009 to be added
to the 2005 Plan. In addition, to the extent shares of Common Stock are subject
to awards granted under the 1995 Plan or the 2005 Plan that are canceled or
expire prior to the issuance of such shares, those shares will again be
available for future awards under the 2005 Plan. As of December 26, 2009, there were
504,151 shares of Common Stock available for Awards under the 2005 Plan. All of the options listed in the table above
were granted pursuant to the 2005 Plan.
Prior to May 2008, all stock option grants had a 5-year term. The
fair value of these stock option grants is amortized to expense over the
vesting period, generally three years for employees and one year for the Board
of Directors. In May 2008, the Companys Board of Directors approved
a 10 year term for all future stock option grants, with vesting periods of five
years and one year for employees and Board of Director members, respectively.
The following table sets forth information as of December 26, 2009 with
respect to compensation plans under which shares of Common Stock of the Company
are authorized for issuance:
Securities Authorized for Issuance
Under Equity Compensation Plans
Plan Category
|
|
Number of Securities to be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights
|
|
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
|
|
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
|
|
Equity Compensation Plans
Approved by Stockholders
|
|
2,130,500
|
|
$
|
2.26
|
|
504,151
|
|
|
|
|
|
|
|
|
|
|
Retirement
Benefits
The
Company does not have a pension plan.
NonQualified
Deferred Compensation
On January 18, 2007,
the Compensation Committee of our Board of Directors adopted the Nonqualified
Deferred Compensation Plan (the Deferred Compensation Plan), effective January 1,
2007.
The Deferred Compensation
Plan is a nonqualified deferred compensation plan that allows certain
individuals designated by the Company from a select group of management or
highly compensated service providers to defer a portion of their salary and
bonus under the Deferred Compensation Plan (Compensation Deferrals). Compensation Deferrals under the Plan
represent obligations of the Company to pay participants certain compensation
amounts that the participants have elected to defer. The Deferred Compensation Plan is intended to
provide participants with the ability to defer income that would otherwise be
payable to them for tax planning purposes.
The Compensation Deferrals are payable in cash and generally will be
paid in either a lump sum or in annual installments over a certain term upon
retirement or in a lump sum upon death or other termination of service, according
to the Deferred Compensation Plan.
Subject to the terms and
conditions of the Deferred Compensation Plan, each participant may specify one
or more investment funds or benchmarks made available by the Plan Administrator
in which their deferrals shall be deemed to be invested, and each participants
deferral account will be adjusted periodically in accordance with the
procedures adopted by the Plan Administrator to reflect such deemed
investments. A participants deferral
account will be 100% vested at all times.
The obligation to pay the
vested balance of each Deferred Compensation Plan participants account shall
at all times be an unfunded and unsecured obligation of the Company. Benefits are payable solely from the Companys
general funds and are subject to the risk of corporate insolvency. Participants will not have any interest in
any particular assets of the Company by reason of any obligation created under
the Deferred Compensation Plan. A
participants right to Compensation Deferrals cannot be transferred, assigned,
pledged or encumbered.
Potential
Payments Upon Termination or Change in Control
Our executive officers
are eligible to receive certain benefits in the event their employment is
terminated (1) by the Company without cause, (2) upon their
retirement, disability or death or (3) in certain circumstances following
a change in control. The amount of
benefits will vary based on the reason for the termination.
The following sections
present calculations as of December 26, 2009 of the estimated benefits our
executive officers would receive in each of these situations. Although the calculations are intended to
provide reasonable estimates of the potential benefits, they are based on
numerous assumptions and may not represent the actual amount an executive would
receive if an eligible termination event were to occur.
14
In addition to the
amounts disclosed in the following sections, each executive officer would
retain the amounts which he has earned or accrued over the course of his
employment
prior to
the
termination event, such as the executives balances under our Deferred
Compensation Plan, our 401(k) plan and previously vested stock options.
Severance Benefits
If the employment of an executive is terminated
without cause, then he or she will be entitled to receive benefits under their
employment agreements. Benefits are not
available if an executive is terminated for cause. Messrs. McDaniel, Weinberger and Sklar
have severance benefits in their respective employment agreements. The following table sets forth the benefits
payable to our Named Executive Officers as severance.
Name
|
|
Salary ($)
|
|
Bonus(1)
|
|
Options ($)
|
|
Restricted
Stock ($)
|
|
Health
Benefits
($)
|
|
Auto
Allowance ($)
|
|
Outplacement
($)
|
|
Total
($)(2)
|
|
Terry McDaniel
|
|
202,123
|
|
|
|
|
|
|
|
|
|
6,000
|
|
9,000
|
|
217,123
|
|
Steve Weinberger
|
|
135,150
|
|
|
|
|
|
|
|
|
|
6,000
|
|
9,000
|
|
150,150
|
|
Steven Sklar
|
|
165,290
|
|
|
|
|
|
|
|
|
|
5,850
|
|
10,000
|
|
181,140
|
|
(1)
Each Named Executive Officer would be
entitled to any applicable prorated bonus.
Because bonuses are performance based, we are unable to reasonably
estimate these amounts.
(2)
Generally, if Named Executive Officers
are terminated without cause, they are eligible to receive their then current
monthly base salary and monthly auto allowance for the 6-month period following
the date of termination paid on the Companys regular paydays throughout that
6-month period. For purposes of this
table, we have assumed termination on March 26, 2009.
Payments
Triggered Upon a Change in Control
The following table sets
forth the value of the payments to which each Named Executive Officer would be
entitled as of December 26, 2009 in the event of a change in control of
the Company.
Name
|
|
Salary ($)
|
|
Bonus(1)
|
|
Auto Allowance
($)
|
|
Stock
Options ($)
|
|
Restricted
Stock ($)
|
|
Outplacement
($)
|
|
Total ($)
|
|
Terry McDaniel
|
|
404,246
|
|
|
|
|
|
|
|
|
|
9,000
|
|
413,246
|
|
Steve Weinberger
|
|
270,300
|
|
|
|
|
|
|
|
|
|
9,000
|
|
279,300
|
|
Steven Sklar
|
|
440,776
|
|
|
|
7,800
|
|
|
|
|
|
10,000
|
|
458,576
|
|
(1)
Each Named Executive Officer would be
entitled to any applicable prorated bonus.
Because bonuses are performance based, we are unable to reasonably
estimate these amounts.
Employment Agreements
Terry McDaniel
The Company entered into an
executive employment agreement with Mr. McDaniel on April 17, 2006,
employing him as Chief Operating Officer, which agreement was amended on May 8,
2008 when Mr. McDaniel took over as Chief Executive Officer. Pursuant to the terms of this agreement, Mr. McDaniel
is an at will employee. Under the
terms of his employment agreement, Mr. McDaniel receives an annual base
salary of $404,246, a $60,000 relocation allowance, eligibility for bonus as
determined by the Board of Directors (or its Compensation Committee) in its
discretion, an auto allowance of $1,000 per month, and, to the extent eligible
thereunder, will be included in the Companys plans that provide benefits to
executive employees, including, medical, dental, vision, disability, life
insurance, 401(k) plan, sick days, vacation and holidays. Mr. McDaniel
is also eligible to participate in all non-qualified deferred compensation and
similar compensation, bonus and stock plans offered, sponsored or established
by the Company on substantially the same or a more favorable basis as any other
employee of the Company.
15
In the event that Mr. McDaniels
employment is terminated by the Company for cause or Mr. McDaniel resigns,
Mr. McDaniel will be entitled to receive his then current base salary
through the date his employment is terminated, but no other compensation of any
kind. In the event Mr. McDaniels employment is terminated by the
Company without cause, he will be entitled to receive as severance his then
current base salary and monthly car allowance for the six-month period
following his termination, up to $9,000 for outplacement services and, to the
extent that Mr. McDaniel lists the sale of his residence with a licensed
real estate broker during such 6-month period and completes the sale of such
residence during the 12-month period following expiration of such 6-month
period at a sale price less than the amount Mr. McDaniel initially paid
for such residence (net of real estate commissions and other closing costs),
the Company shall reimburse Mr. McDaniel for such loss in a lump sum
payment up to a maximum of $96,250. In the event of a Change in Control
(as defined in his employment agreement), if Mr. McDaniels employment is
terminated by his resignation within twelve months following such Change in
Control, he shall be entitled to receive the outplacement services described
above, and if his employment is terminated for good reason as defined in his
employment agreement, within specified time periods before or after a Change in
Control, he shall be entitled to receive a lump sum amount equal to his then
current annual base salary.
Mr. McDaniels
employment agreement includes non-competition and non-solicitation provisions
which will end one year after Mr. McDaniels employment ends and
confidentiality provisions that continue indefinitely.
Steve Weinberger
The Company entered into
an executive employment agreement with Mr. Weinberger on July 27,
2006, employing him as Chief Financial Officer, which agreement was amended on May 8,
2008. Pursuant to the terms of this agreement, Mr. Weinberger is an at
will employee. Under the terms of his employment agreement, Mr. Weinberger
receives an annual base salary of $270,300, a $60,000 relocation allowance,
eligibility for bonus as determined by the Board of Directors (or its
Compensation Committee) in its discretion, an auto allowance of $1,000 per
month, and, to the extent eligible thereunder, will be included in the Companys
plans that provide benefits to executive employees, including, medical, dental,
vision, disability, life insurance, 401(k) plan, sick days, vacation and
holidays. Mr. Weinberger is also eligible to participate in all
non-qualified deferred compensation and similar compensation, bonus and stock
plans offered, sponsored or established by the Company on substantially the
same or a more favorable basis as any other employee of the Company.
In the event that Mr. Weinbergers
employment is terminated by the Company for cause or Mr. Weinberger
resigns, Mr. Weinberger will be entitled to receive his then current base
salary through the date his employment is terminated, but no other compensation
of any kind. In the event Mr. Weinbergers employment is terminated
by the Company without cause, he will be entitled to receive as severance his
then current base salary and monthly car allowance for the six-month period
following his termination, up to $9,000 for outplacement services and
, to the
extent that Mr. Weinberger
to lists the sale of his residence with a licensed
real estate broker during such 6-month period and completes the sale of such
residence during the 12-month period following expiration of such 6-month
period at a sale price less than the amount Mr. Weinberger initially paid
for such residence (net of real estate commissions and other closing costs),
the Company shall reimburse Mr. Weinberger for such loss in a lump sum
payment up to a maximum of
$66,250
. In the event of a Change in
Control (as defined in his employment agreement), if Mr. Weinbergers
employment is terminated by his resignation within twelve months following such
Change in Control, he shall be entitled to receive the outplacement services
described above, and if his employment is terminated for good reason as
defined in his employment agreement, within specified time periods before or
after a Change in Control, he shall be entitled to receive a lump sum amount
equal to his then current annual base salary.
Mr. Weinbergers
employment agreement includes non-competition and non-solicitation provisions
which will end one year after Mr. Weinbergers employment ends and
confidentiality provisions that continue indefinitely.
Steven Sklar
The Company entered into
an executive employment agreement with Mr. Sklar on August 1, 2005,
employing him as Senior Vice President of Marketing. Pursuant to the
terms of this agreement, Mr. Sklar is an at will employee. Under
the terms of his employment agreement, Mr. Sklar receives an annual base
salary of $216,000, a $75,000 relocation allowance, eligibility for bonus as
determined by the Board of Directors (or its Compensation Committee) in its
discretion, an auto allowance of $650 per month, and, to the extent eligible
thereunder, will be included in the Companys plans that provide benefits to
executive employees, including, medical, dental, vision, disability, life
insurance, 401(k) plan, sick days, vacation and holidays. Mr. Sklar
is also eligible to participate in all non-qualified deferred compensation and
similar compensation, bonus and stock plans offered, sponsored or established
by the Company on substantially the same or a more favorable basis as any other
employee of the Company.
In the event that Mr. Sklars
employment is terminated by the Company for cause or Mr. Sklar resigns, Mr. Sklar
will be entitled to receive his then current base salary through the date his
employment is terminated, but no other compensation of any kind. In the
event Mr. Sklars employment is terminated by the Company without cause, he
will be entitled to receive as severance his then current base salary and
monthly car allowance for the nine month period following his termination, and
up to $10,000 for outplacement services. In the event of a Change in
Control (as defined in his
16
employment agreement), if
Mr. Sklars employment is terminated by his resignation within twelve
months following such Change in Control, he shall be entitled to receive the
outplacement services described above, and if his employment is terminated for good
reason as defined in his employment agreement, within specified time periods
before or after a Change in Control, he shall be entitled to receive a lump sum
amount equal to 200% of his then current annual base salary and continuation of
his car allowance for the 12-month period following such termination.
Mr. Sklars employment agreement includes
non-competition and non-solicitation provisions which will end one year after Mr. Sklars
employment ends and confidentiality provisions that continue indefinitely.
EXECUTIVE OFFICERS
The
Board of Directors appoints the Companys executive officers. Certain
information concerning the Companys executive officers is set forth below,
except that information concerning Mr. McDaniel, the Companys Chief
Executive Officer, is set forth above under Proposal 1Election of Directors.
Steve Weinberger
, age 58, has served as Chief Financial
Officer since August 2006. From
2004 to 2006, Mr. Weinberger was Chief Financial Officer for Fiera Foods
Co. From 1999 to 2003, Mr. Weinberger
was Senior Vice President of Finance at Canada Bread Company. From 1979 to 1999, Mr. Weinberger was
employed at Nabisco Canada, where he last served as Senior Vice President of
Finance of the Christie Brown & Company division. Mr. Weinberger received his honors
Bachelor of Arts degree and MBA from York University.
Steve Sklar
, age 46, has served as Senior Vice
President Marketing since August 1, 2005. Prior to that, Mr. Sklar was Director of
Marketing for Au Bon Pain from 2002 to 2005, Director of Marketing for Legal
Seafoods from 2001 to 2002, owner of Gourmet Food Marketing Company from 1998
to 2001, and Vice President Marketing for MC Retail Foods from 1986 to
1996. Mr. Sklar received a Bachelor
of Science degree in Food Marketing from the University of Massachusetts.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
The Company leases a
farming, processing and storage facility located on approximately 696 acres of
land in Whatcom County, Washington from the Uptrail Group LLC, a limited
liability company controlled by the former owners of Rader Farms, including
Brad Rader, an officer of the Company.
The ground lease extends through May 17, 2017, and the lease
payment is $43,500 per month. The
Company has a right of first offer prior to any sale of the leased premises
during the term, and an option to purchase the premises until 90 days prior to
expiration of the term.
Policy
on Review of Related Person Transactions
It is the policy of the
Board of Directors that all related party transactions must be approved by a
majority of the disinterested members of the Board of Directors. A related party transaction may not be
approved by a single director. For
purposes of the policy, the term related party transaction means any
transaction that is required to be disclosed in the Companys proxy statements
or other filings with the SEC pursuant to Item 404(a) of
Regulation S-K under the Securities Exchange Act of 1934 and any material conflict
of interest transaction with a director.
* * * * *
PROPOSAL
2
APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION
TO CHANGE THE CORPORATE NAME
On
March 23
, 2010, the Board
of Directors
adopted a resolution
to amend Article First of the Companys Certificate of Incorporation, as
amended, to change the name of the company from
The Inventure Group
, Inc. to
Inventure
Foods
, Inc.
The Board has determined the amendment to be advisable and recommends
shareholders vote to approve the amendment. The following is the text of Article First
of the Companys Certificate of Incorporation, as proposed to be amended:
FIRST: The name of the corporation is
Inventure
Foods
, Inc.
(the Corporation).
The Company believes
that the proposed name change will promote the image of the Company as an
effective, inventive, entrepreneurial company, and that the proposed name
reflects that the Company is
primarily focused on marketing and manufacturing snack food brands
.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS
VOTE FOR APPROVAL OF THE AMENDMENT TO THE COMPANYS
CERTIFICATE
OF INCORPORATION TO
EFFECT THE CORPORATE NAME CHANGE.
* * * * *
17
PROPOSAL
3
RATIFICATION OF
SELECTION OF
MOSS ADAMS LLP AS INDEPENDENT PUBLIC ACCOUNTANTS
The Audit Committee of the Board of Directors has
selected Moss Adams LLP as independent public accountants to audit our
consolidated financial statements for the 2010 fiscal year, ending December 25,
2010
.
This selection is being
presented to the stockholders for their ratification at the Annual Meeting.
Moss Adams LLP has served as our independent certified public accountants and
has audited our consolidated financial statements since July 15, 2008.
Representatives of Moss Adams LLP 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 to respond to appropriate questions.
Stockholder ratification of the selection of Moss Adams LLP as our
independent public accountants is not required by our Bylaws or otherwise. We
are submitting the selection of Moss Adams to the stockholders for ratification
as a matter of good corporate practice. If the stockholders fail to ratify the
selection, the Audit Committee will reconsider its selection of Moss Adams LLP.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE
SHAREHOLDERS
VOTE FOR RATIFICATION OF THE SELECTION OF
MOSS ADAMS LLP AS INDEPENDENT PUBLIC ACCOUNTANTS.
* * * * *
INDEPENDENT
AUDITORS
Principal Accountant Fees and Services
The following table itemizes fees billed to the
Company by (a) Deloitte during fiscal year 2008 thru July 14, 2008
and (b) Moss Adams for fiscal years 2008 and 2009:
|
|
2008
(1)
|
|
2008
|
|
2009
|
|
|
|
Deloitte
|
|
MossAdams
|
|
MossAdams
|
|
Audit Fees (includes quarterly review procedures)
|
|
$
|
377,325
|
|
$
|
41,785
|
|
$
|
196,735
|
|
Audit Related Fees (Fees related to the review of
Form S-8 in 2008 and 2009
|
|
5,000
|
|
5,000
|
|
3,100
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
As previously disclosed, on July 15, 2008, the
Company engaged Moss Adams LLP (Moss Adams) to replace Deloitte &
Touche LLP as its new independent public accountants for the year ending December 27,
2008.
Audit Committee
approval is required before an accountant is engaged to render audit or
non-audit services unless (a) the engagement is entered into pursuant to
detailed pre-approval policies established by the Audit Committee and such
policies do not include delegation of the committees responsibilities to
management or (b) the engagement is with respect to services other than
audit, review or attest services and they aggregate less than 5% of the total
paid to the accountant during the fiscal year, such services were not
recognized by the Company at the time of the engagement to be non-audit and
such services are promptly brought to committees attention and approved prior
to completion of the audit.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of
the Exchange Act requires that the Companys directors, executive officers and
persons who own more than 10% of the Companys Common Stock file with the SEC
initial reports of ownership and reports of changes in ownership of Common
Stock and other equity securities of the Company. Officers, directors and greater than 10%
stockholders are required by SEC regulations to furnish the Company with copies
of all Section 16(a) reports they file.
To the Companys
knowledge, based solely on a review of the copies of such reports furnished to
the Company and written representation that no other reports were required,
during the fiscal year ended December 26, 2009, all Section 16(a) filing
requirements applicable to its officers, directors and greater than 10%
beneficial owners were complied with, except that Larry Polhill filed one late Form 4
report covering one transaction that occurred in 2009 and one transaction that
occurred in 2007, and Mark Howells filed two late Forms 4 covering one
transaction that occurred in 2009.
18
STOCKHOLDER PROPOSALS FOR 2011 ANNUAL MEETING
If any stockholder
intends to present a proposal to be considered for inclusion in the Companys
proxy material in connection with the 2011 Annual Meeting of Stockholders, the
proposal must be on matters appropriate for stockholder action, in proper form
and otherwise consistent with the rules and regulations under the Exchange
Act and the Companys Bylaws, and received by the Secretary of the Company on
or before December 17, 2010.
Proposals should be directed to the Companys Secretary, The Inventure
Group, Inc., 5415 East High Street, Suite 350, Phoenix, Arizona
85054.
OTHER BUSINESS
The Board of Directors
does not know of any business to be brought before the Annual Meeting other
than the matters described in the Notice of Annual Meeting. However, if any other matters are properly
presented for action, it is the intention of each person named in the
accompanying proxy to vote said proxy in accordance with his judgment on such
matters.
19
AVAILABILITY
OF FORM 10-K AND ANNUAL REPORT TO STOCKHOLDERS
The Company is
required to provide an Annual Report to stockholders who receive this proxy
statement. The Company will also provide
copies of the Annual Report to brokers, dealers, banks, voting trustees and their
nominees for the benefit of their beneficial owners of record. Additional copies of the Annual Report, along
with copies of the Companys Annual Report on Form 10-K for the fiscal
year ended December 26, 2009 (not including documents incorporated by reference),
are available without charge to stockholders upon written request to the
Company: The Inventure Group, Inc., Attention: Corporate Secretary, 5415
East High Street, Suite 350, Phoenix, Arizona 85054. You may review the Companys filings with the
Securities and Exchange Commission by visiting the Companys website at
www.inventuregroup.net.
* * * * *
20
ANNUAL MEETING OF STOCKHOLDERS OF
THE INVENTURE GROUP, INC.
May 20, 2010
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL
:
The Companys Notice of Annual Meeting of
Stockholders, Proxy Statement, Proxy and 2009 Annual Report
are available at www.inventuregroup.net by
choosing Investors and then the Annual Report and Proxy links.
Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.
Please
detach along perforated line and mail in the envelope provided.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE
ELECTION OF DIRECTORS
FOR THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION, AND FOR THE
RATIFICATION OF SELECTION OF MOSS ADAMS LLP AS INDEPENDENT PUBLIC ACCOUNTANTS.
PLEASE SIGN,
DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS
SHOWN HERE
x
1.
|
Election of Directors:
|
|
|
|
|
NOMINEES:
|
|
|
|
o
|
FOR ALL
NOMINEES
|
o
|
Ashton D. Asensio
|
|
|
o
|
Macon Bryce Edmonson
|
o
|
WITHHOLD
AUTHORITY
|
o
|
Mark S. Howells
|
|
FOR ALL
NOMINEES
|
o
|
Ronald C. Kesselman
|
|
|
o
|
Larry R. Polhill
|
o
|
FOR ALL
EXCEPT
|
o
|
Itzhak Reichman
|
|
(See instructions below)
|
o
|
Terry McDaniel
|
|
|
|
|
INSTRUCTIONS:
|
To withhold authority to
vote for any individual nominee(s), mark
FOR
ALL EXCEPT
and fill in the circle next to each nominee you wish
to withhold, as shown here:
x
|
|
|
|
|
FOR
|
AGAINST
|
ABSTAIN
|
2.
|
Approve an amendment to the
Certificate of Incorporation to change corporate name to Inventure Foods, Inc.
|
o
|
o
|
o
|
|
|
|
|
|
3.
|
Ratify selection of Moss
Adams LLP as independent public accountants.
|
o
|
o
|
o
|
|
|
|
|
|
To change the address on
your account, please check the box at right and indicate your new address in
the address space above. Please note that changes to the registered name(s) on
the account may not be submitted via this method.
|
o
|
|
|
|
|
|
|
|
|
|
Signature of Stockholder
|
|
|
Date:
|
|
|
Signature of Stockholder
|
|
|
Date:
|
|
|
Note:
|
Please sign exactly as your
name or names appear on this Proxy. When shares are held jointly, each holder
should sign. When signing as executor, administrator, attorney, trustee or
guardian, please give full title as such. If the signer is a corporation,
please sign full corporate name by duly authorized officer, giving full title
as such. If signer is a partnership, please sign in partnership name by
authorized person.
|
THE INVENTURE GROUP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
The
undersigned hereby appoints Terry McDaniel and Steve Weinberger, and each of
them, with full power of substitution, as proxies of the undersigned to vote
all shares of Common Stock, par value $.01 per share, of The Inventure Group, Inc.
(the Company) held of record by the undersigned on March 31, 2010, at an
Annual Meeting of Stockholders of the Company to be held on May 20, 2010
or any adjournments or postponements thereof (the Annual Meeting), on the
matters set forth on the reverse side of this Proxy, and, in their discretion,
upon all matters incident to the conduct of the Annual Meeting and upon such
other matters as may properly be brought before the Annual Meeting. This Proxy
revokes all prior proxies given by the undersigned.
This proxy, when properly
executed, will be voted in the manner directed herein. If no direction is made, this Proxy will be
voted FOR All Nominees in the Election of Directors, FOR the Amendment to the
Certificate of Incorporation to change the Company name, and FOR the
Ratification of Moss Adams LLP as Independent Public Accountants.
(Continued and to be signed on the reverse side)
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