WHX
CORPORATION
1133
Westchester Avenue
White
Plains, NY 10604
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
To
Be Held On August 25, 2009
To the
Stockholders of WHX Corporation:
The
annual meeting of stockholders of WHX Corporation (the “Company”) will be held
on Tuesday, August 25, 2009, at 11:00 a.m., local time, at the Park Central
Hotel, 870 Seventh Avenue at 56th Street, New York, NY 10019, for the following
purposes:
|
1.
|
To
elect eight directors to our Board of Directors (the “Board”), each to
serve until the annual meeting of stockholders in fiscal year 2010 and
until their respective successors have been duly elected and
qualified;
|
|
2.
|
To
ratify the appointment of Grant Thornton LLP as our independent
accountants for the fiscal year ending December 31, 2009;
and
|
|
3.
|
To
transact any other matters that may properly come before the meeting and
any adjournment or postponement
thereof.
|
The Board
has fixed the close of business on July 1, 2009 as 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 holders of
record of shares of Common Stock of the Company at the close of business on July
1, 2009 are entitled to notice of and to vote at the meeting.
Your vote
is very important. All stockholders are cordially invited to attend
the meeting. We urge you, whether or not you plan to attend the
meeting, to submit your proxy by completing, signing, dating and mailing the
enclosed proxy or voting instruction card in the postage-paid envelope
provided. If a stockholder who has submitted a proxy attends the
meeting in person, such stockholder may revoke the proxy and vote in person on
all matters submitted at the meeting.
The
notice and Proxy Statement are first being mailed to our stockholders on or
about July 27, 2009.
Please
follow the voting instructions on the enclosed proxy card to vote.
|
By
Order of the Board of Directors,
|
|
|
|
WHX
CORPORATION
|
|
|
|
/s/
Glen
M. Kassan
|
|
|
|
Glen
M. Kassan
|
|
Chief
Executive Officer
|
July 27,
2009
TABLE
OF CONTENTS
WHX
CORPORATION
1133
Westchester Avenue
White
Plains, NY 10604
PROXY
STATEMENT
For
Annual Meeting of Stockholders
To
Be Held On August 25, 2009
INFORMATION ABOUT THE ANNUAL
MEETING
This
Proxy Statement contains information related to the annual meeting of
stockholders (the “Annual Meeting”) of WHX Corporation (“WHX” or the “Company”)
to be held on Tuesday, August 25, 2009, at 11:00 a.m., at the Park Central
Hotel, 870 Seventh Avenue at 56th Street, New York, NY 10019, and at any
postponements or adjournments thereof (the “Annual Meeting”).
Purpose of the Annual
Meeting
At the
Annual Meeting, holders of WHX common stock, $0.01 par value per share (“Common
Stock”), will hear an update on the Company’s operations, have a chance to meet
some of its directors and executives and will act on the following
matters:
|
|
1.
|
To
elect eight directors to our Board of Directors, each to serve until the
annual meeting of stockholders in fiscal year 2010 and until their
respective successors have been duly elected and
qualified;
|
|
|
2.
|
To
ratify the appointment of Grant Thornton LLP as our independent
accountants for the fiscal year ending December 31, 2009;
and
|
|
|
3.
|
To
transact any other matters that may properly come before the meeting and
any adjournment or postponement
thereof.
|
Who May
Vote
Our only
outstanding voting securities are our shares of Common Stock. Only
holders of record of shares of Common Stock at the close of business on July 1,
2009 (the “Record Date”) are entitled to notice of and to vote at the Annual
Meeting. The Record Date was established in accordance with customary
practice in early June 2009. On the Record Date of the Annual
Meeting, there were 12,178,535 shares of Common Stock outstanding and entitled
to vote at the Annual Meeting. A majority of such shares, present in
person or represented by proxy, is necessary to constitute a
quorum. Each share of Common Stock is entitled to one
vote.
Attending In
Person
Only
holders of Common Stock, their proxy holders and our invited guests may attend
the Annual Meeting. If you wish to attend the Annual Meeting in
person but you hold your shares through someone else, such as a stockbroker, you
must bring proof of your ownership and identification with a photo at the Annual
Meeting. For example, you may bring an account statement showing that
you beneficially owned Common Stock shares as of July 1, 2009 as acceptable
proof of ownership.
Important
Notice Regarding The Availability Of Proxy Materials
For The Shareholders Meeting
To Be Held On August 25, 2009
Under
rules recently adopted by the Securities and Exchange Commission (“SEC”), we are
now furnishing proxy materials on the Internet in addition to mailing paper
copies of the materials to each stockholder of record. This Proxy Statement and
our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 are
available at: http://www.whxcorp.com/2009annual.php.
VOTING INSTRUCTIONS FOR HOLDERS OF
COMMON STOCK
How to
Vote
You may
vote in person at the Annual Meeting or by proxy. Our Board is asking
for your proxy. We recommend that you vote by proxy even if you plan
to attend the Annual Meeting. Giving us your proxy means you
authorize us to vote your shares at the Annual Meeting in the manner you
direct. You may also vote for or against the proposal or abstain from
voting. You can always change your vote at the Annual
Meeting. Proxy cards must be received by us before voting begins at
the Annual Meeting.
A form of
proxy is enclosed that designates persons named therein as proxies to vote
shares at the Annual Meeting. Each proxy in that form that is
properly signed and received prior to the Annual Meeting will be voted as
specified in the proxy or, if not specified, they will be voted in accordance
with the Board’s recommendations.
You may
receive more than one proxy or voting card depending on how you hold your
shares. If you hold shares through someone else, such as a stockbroker, you may
get materials from them asking how you want to vote. The latest proxy we receive
from you will determine how we will vote your shares.
At the
time that this Proxy Statement was mailed to stockholders, the Board and
management were not aware that any matter other than the matters described above
would be presented for action by stockholders at the Annual Meeting. If other
matters are properly brought before the Annual Meeting or any adjournment
thereof, it is intended that the shares represented by proxies will be voted
with respect to those matters in accordance with the best judgment of the
persons acting under the proxies.
Revoking a
Proxy
Any
stockholder who returns a proxy on the enclosed form has the right to revoke
that proxy at any time before it is voted. Any stockholder who submitted a proxy
by mail may change his vote or revoke his proxy by (a) filing with the Secretary
of the Company a written notice of revocation, (b) timely delivering a valid,
later-dated proxy or (c) voting in person at the Annual Meeting.
Quorum
In order
to act on the proposals described herein, we must have a quorum of shares of
Common Stock. The presence in person or by properly executed proxy of
at least a majority of the outstanding shares of Common Stock eligible to vote
is necessary to constitute a quorum at the Annual Meeting. Shares that the
Company owns are not voted and do not count for this purpose. The
votes of stockholders present in person or represented by proxy at the Annual
Meeting will be tabulated by inspectors of election appointed by the
Company.
Required
Votes
For
Proposal No. 1, the director nominees receiving a plurality of the votes cast
during the Annual Meeting will be elected to fill the seats of our
Board. The affirmative vote of a majority of the total votes cast in
person or by proxy on the proposal is required to approve Proposal No. 2, to
ratify the appointment of Grant Thornton LLP as the Company’s independent
accountants.
Treatment and Effect of
Abstentions and “Broker Non-Votes”
Broker
“non-votes” and the shares of Common Stock as to which a stockholder abstains
are included for purposes of determining whether a quorum of shares of Common
Stock is present at a meeting. A broker “non-vote” occurs when a
nominee holding shares of Common Stock for the beneficial owner does not vote on
a particular proposal because the nominee does not have discretionary voting
power with respect to that item and has not received instructions from the
beneficial owner. Brokers that do not receive instructions from the
beneficial owners of Common Stock being voted are entitled to vote on Proposal
No. 1, the election of directors, and Proposal No. 2, the appointment of Grant
Thornton LLP as the Company’s independent accountants. An abstention
or broker “non-vote” will not be considered a vote cast. Accordingly,
abstentions or broker “non-votes” are not included in the tabulation of the
voting results on Proposals Nos. 1 or 2, which require the approval of a
plurality or majority, respectively, of the votes cast. Therefore,
abstentions or broker “non-votes” do not have the effect of votes in opposition
of any of the proposals to be voted upon at the Annual Meeting.
No Right of
Appraisal
Neither
Delaware law, WHX’s Amended and Restated Certificate of Incorporation nor WHX’s
bylaws provides for appraisal or other similar rights for dissenting
stockholders in connection with any of the proposals. Accordingly,
WHX’s stockholders will have no right to dissent and obtain payment for their
shares.
Cost of
Solicitation
The cost
of soliciting the proxies to which this Proxy Statement relates will be borne by
the Company. In following up the original solicitation of proxies by
mail, the Company will make arrangements with brokerage houses and other
custodians, nominees and fiduciaries to send soliciting material to the
beneficial owners of capital stock and will, upon request, reimburse them for
their expenses. In addition to solicitation by mail, and without additional
compensation therefor, proxies may be solicited in person or by telephone,
facsimile or telegram by officers and regular employees of the Company and its
subsidiaries.
Smaller Reporting
Company
The
Company has elected to prepare this Proxy Statement and other annual and
periodic reports as a “Smaller Reporting Company” consistent with rules of the
SEC, effective February 4, 2008.
PROPOSAL
ONE: ELECTION OF DIRECTORS
Our Board
has a single class of directors, with each director serving a one-year term.
Directors elected at the Annual Meeting will serve until the 2010 Annual Meeting
of Stockholders and until their respective successors are duly elected and
qualified.
Information with Respect to
Director Nominees
Set forth
below are the names and ages of the nominees for directors and their principal
occupations at present and for the past five years. There are, to the
knowledge of the Company, no agreements or understandings by which these
individuals were so selected. No family relationships exist between
any directors or executive officers, as such term is defined in Item 402 of
Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). The Board has adopted independence standards
for directors that conform to the standards required by the NASDAQ Stock Market
(“NASDAQ”) for listed companies. Based on the Company’s director
independence standards, the Board has affirmatively determined that Louis Klein,
Jr., Garen W. Smith and Robert Frankfurt are independent.
|
|
|
All
Offices with the Company
|
|
|
Warren
G. Lichtenstein
|
43
|
Chairman
of the Board of Directors
|
2005
|
|
Robert
Frankfurt*
|
43
|
Director
|
2008
|
|
Jack
L. Howard
|
47
|
Director
|
2005
|
|
Glen
M. Kassan
|
66
|
Vice
Chairman of the Board of Directors and Chief Executive
Officer
|
2005
|
|
Louis
Klein, Jr.*
|
74
|
Director
|
2002
|
|
John
H. McNamara, Jr.
|
45
|
Director
|
2008
|
|
John
J. Quicke
|
59
|
Director
and Vice President
|
2005
|
|
Garen
W. Smith*
|
66
|
Director
|
2002
|
_______________
|
*
|
Member
of the Compensation Committee, Nominating Committee and the Audit
Committee
|
Business
Background of Directors Nominees
The
following is a summary of the business background and experience of each of the
persons named above:
Warren G.
Lichtenstein
. Chairman of the Board of Directors.
Warren G.
Lichtenstein has served as Chairman of the Board of WHX since July
2005. Mr. Lichtenstein is the Chief Executive Officer of Steel
Partners LLC (“Steel Partners”), a global management firm. Steel
Partners is the manager of Steel Partners Holdings L.P., a global diversified
holding company that engages or has interests in a variety of operating
businesses through its subsidiary companies (“SPH”). Mr. Lichtenstein
has been associated with Steel Partners and its affiliates since
1990. Mr. Lichtenstein co-founded Steel Partners II, L.P. (“SP II”)
in 1993. He is also a Co-Founder of Steel Partners Japan Strategic
Fund (Offshore), L.P., a private investment partnership investing in Japan, and
Steel Partners China Access I LP, a private equity partnership investing in
China. Mr. Lichtenstein has been the Chairman of the Board, President
and CEO of SP Acquisition Holdings, Inc. (“SP Acquisition”), a company formed
for the purpose of acquiring one or more businesses or assets, since February
2007. Mr. Lichtenstein was a director (formerly Chairman of the
Board) of SL Industries, Inc. (“SL Industries”), a designer and manufacturer of
power electronics, power motion equipment, power protection equipment and
teleprotection and specialized communication equipment, from January 2002 to May
2008 and served as CEO from February 2002 to August 2005. He has been
a director of GenCorp. Inc., a manufacturer of aerospace and defense products
and systems with a real estate business segment, since March
2008. Mr. Lichtenstein served as a director of KT&G Corporation,
South Korea’s largest tobacco company, from March 2006 to March
2008. He was a director (formerly Chairman of the Board) of United
Industrial Corporation (“UIC”), a company principally focused on the design,
production and support of defense systems, which was acquired by Textron Inc.,
from May 2001 to November 2007. He served as a director of the
predecessor entity of SPH from 1996 to June 2005, as Chairman and CEO from
December 1997 to June 2005 and as President from December 1997 to December
2003. Age 43.
Robert
Frankfurt
. Director.
Robert
Frankfurt has been a director of WHX since November 2008. Mr.
Frankfurt is the founder of Myca Partners, Inc., an investment advisory services
firm, and has served as its President since November 2006. From
February 2005 through December 2005, Mr. Frankfurt served as the Vice President
of Sandell Asset Management Corp., a privately owned hedge fund. From
October 2002 through January 2005, Mr. Frankfurt was a private
investor. Mr. Frankfurt graduated from the Wharton School of Business
at the University of Pennsylvania with a B.S. in Economics and received an
M.B.A. from the Anderson Graduate School of Management at UCLA. Age
43.
Jack L.
Howard
. Director.
Jack L.
Howard has been a director of WHX since July 2005. He is the
President of Steel Partners and has been associated with Steel Partners and its
affiliates since 1993. Mr. Howard co-founded SP II in
1993. He has been a registered principal of Mutual Securities, Inc.,
a FINRA registered broker-dealer, since 1989. Mr. Howard has served
as the Chief Operating Officer of SP Acquisition since June 2007 and has served
as its Secretary since February 2007. He also served as a director of
SP Acquisition from February 2007 to June 2007 and as its Vice-Chairman from
February 2007 to August 2007. He has served as a director (currently
Chairman) of Adaptec, Inc. (“Adaptec”), a storage solutions provider, since
December 2007. Mr. Howard has served as Chairman of the Board of a
predecessor entity of SPH from June 2005 to December 2008, as a director from
1996 to December 2008 and as its Vice President from 1997 to December
2008. From 1997 to May 2000, he also served as Secretary, Treasurer
and Chief Financial Officer of SPH’s predecessor entity. He has
served as a director of NOVT Corporation (“NOVT”), a former developer of
advanced medical treatments for coronary and vascular disease, since April
2006. He has served as a director of CoSine Communications Inc., a
former global telecommunications equipment supplier, since July
2005. He served as Chairman of the Board and Chief Executive Officer
of Gateway Industries, Inc., a provider of database development and web site
design and development services, from February 2004 to April 2007 and as Vice
President from December 2001 to April 2007. Age
47.
Glen M.
Kassan
. Vice Chairman of the Board of Directors and Chief
Executive Officer.
Glen M.
Kassan has served as a director of the Company since July 2005 and as the
Company’s Vice Chairman of the Board and Chief Executive Officer since October
2005. He is a Managing Director and operating partner of Steel
Partners and has been associated with Steel Partners and its affiliates since
August 1999. He served as the Vice President, Chief Financial Officer
and Secretary of the predecessor entity of SPH from June 2000 to April
2007. He has served as a director of SL Industries since January
2002, its Chairman of the Board since May 2008, its Vice Chairman of the Board
from August 2005 to May 2008 and its President from February 2002 to August
2005. He was a director of UIC from October 2002 to November
2007. Age 66.
Louis Klein,
Jr
. Director.
Louis
Klein, Jr. has served as a director of WHX since 2002. He has served
as trustee of Manville Personal Injury Settlement Trust from 1991 through 2007,
trustee of WT Mutual Fund and WT Investment Trust I (Wilmington Trust) since
1998 and trustee of the CRM Mutual Fund since 2005. He has also
served as a director of Bulwark Corporation, a private company engaged in real
estate investment, from 1998 through June 2008. Age 74.
John H. McNamara,
Jr
. Director.
John H.
McNamara, Jr. has served as a director of WHX since February 2008. He
is a Managing Director and investment professional of Steel Partners and has
been associated with Steel Partners and its affiliates since May
2006. He serves as a director of SL Industries and Fox & Hound
Restaurant Group, an owner and operator of entertainment
restaurants. Mr. McNamara also served as a director of the
predecessor entity of SPH from April 2008 to December 2008, and was its Chief
Executive Officer from June 2008 to December 2008. Prior to working
at Steel Partners, Mr. McNamara was a Managing Director and Partner at Imperial
Capital LLC, an investment banking firm, which he joined in 1995. As
a member of its Corporate Finance Group he provided advisory services for middle
market companies in the areas of mergers and acquisitions, restructurings and
financings. Mr. McNamara began his career at Bay Banks, Inc., a
commercial bank, where he served in lending and work-out
capacities. Age 45.
John J.
Quicke
. Director and Vice President.
John J.
Quicke has served as a director of WHX since July 2005 and as a Vice President
of WHX since October 2005. Mr. Quicke served as the President and
Chief Executive Officer of Bairnco from April 2007 to December
2008. He is a Managing Director and operating partner of Steel
Partners. Mr. Quicke has been associated with Steel Partners and its
affiliates since September 2005. He has served as a director of Rowan
Companies, Inc., a contract drilling company, since January 2009. He
has served as a director of Adaptec since December 2007. He has
served as Chairman of the Board of Collins Industries, Inc. (“Collins”), a
subsidiary of BNS Holdings, Inc., a manufacturer of school busses, ambulances
and terminal trucks, since November 2008 and as a director of Collins since
October 2006. He served as a director of Angelica Corporation, a
provider of health care linen management services, from August 2006 to July
2008. Mr. Quicke served as Chairman of the Board of NOVT from April
2006 to January 2008, and served as President and Chief Executive Officer of
NOVT from April 2006 to November 2006. Mr. Quicke also served as a
director of Layne Christensen Company, a provider of products and services for
the water, mineral, construction and energy markets, from October 2006 to June
2007. He served as a director, President and Chief Operating Officer
of Sequa Corporation (“Sequa”), a diversified industrial company, from 1993 to
March 2004, and as Vice Chairman and Executive Officer of Sequa from March 2004
to March 2005. As Vice Chairman and Executive Officer of Sequa, Mr.
Quicke was responsible for the Automotive, Metal Coating, Specialty Chemicals,
Industrial Machinery and Other Product operating segments of the
company. From March 2005 to August 2005, Mr. Quicke occasionally
served as a consultant to SP II and explored other business
opportunities. Mr. Quicke is a Certified Public Accountant and a
member of the AICPA. Age 59.
Garen W.
Smith
. Director.
Garen W.
Smith has served as a director of WHX since 2002. He was Chairman of
the Board of H&H from 2003 through September 2005. Mr. Smith was
Vice President, Secretary and Treasurer of Abundance Corp., a consulting company
that provided services to the Company, from 2002 to February 2005. In
addition, he was President and Chief Executive Officer of Unimast Incorporated
from 1991 to 2002. Mr. Smith also serves as a director of Phillips
Manufacturing Company. Age 66.
Board Committees and
Meetings
The Board
met on five occasions during the year ended December 31, 2008 and acted by
written consent on four occasions. Each of the directors attended at
least 75% of the aggregate of (i) the total number of meetings of the Board; and
(ii) the total number of meetings held by all committees of the Board on which
he served. All seven members of the Board of Directors who were then
serving on the Board attended the 2008 Annual Meeting. Our policy is that our
board members are expected to attend each Annual Meeting.
There are
three principal committees of the Board: the Audit Committee, Nominating
Committee and the Compensation Committee.
Audit
Committee
The
Company has a separately standing Audit Committee established in accordance with
Section 3(a)(58)(A) of the Exchange Act. The Audit Committee has a
charter, a current copy of which is available on the Company’s website,
www.whxcorp.com. The members of the Audit Committee are Louis Klein,
Jr., Garen W. Smith and Robert Frankfurt. Each of Messrs. Klein,
Smith and Frankfurt are non-employee members of the Board. After
reviewing the qualifications of the current members of the Audit Committee, and
any relationships they may have with the Company that might affect their
independence from the Company, the Board has determined that (1) all current
Audit Committee members are “independent” as that concept is defined in Section
10A of the Exchange Act, (2) all current Audit Committee members are financially
literate, and (3) Mr. Klein qualifies as an “audit committee financial expert”
under the applicable rules promulgated pursuant to the Exchange
Act. The Audit Committee met seventeen times and took action by
unanimous written consent two times during the fiscal year ended
December 31, 2008.
Compensation
Committee
The
Company has a separately standing Compensation Committee. The
Compensation Committee has a charter, a current copy of which is available on
the Company’s website, www.whxcorp.com. The members of the
Compensation Committee are Louis Klein, Jr., Garen W. Smith and Robert
Frankfurt. Each of Messrs. Klein, Smith and Frankfurt are
non-employee members of the Board. The Compensation Committee reviews
compensation arrangements and personnel matters. The Compensation
Committee charter provides that the Compensation Committee may delegate certain
duties to a consultant and/or advisor. The Compensation Committee met
twelve times, and took action by unanimous written consent two times, during the
fiscal year ended December 31, 2008.
Nominating
Committee
The
Company has a separately standing Nominating Committee. The
Nominating Committee has a charter, a current copy of which is available on the
Company’s website, www.whxcorp.com. The members of the Nominating
Committee are Louis Klein, Jr., Garen W. Smith, and Robert
Frankfurt. Each of Messrs. Klein, Smith and Frankfurt are
non-employee members of the Board. The Nominating Committee evaluates
and selects, or recommends to the full board for their selection, nominees for
directors. The Nominating Committee Charter provides that the
Nominating Committee may delegate certain duties to a consultant and/or advisor.
As discussed below, the Company did not have a standing Nominating Committee in
2008 in reliance on the “Controlled Company” exception from the NASDAQ
requirement that the nominating functions of the Board of Directors be performed
by independent directors.
Director
Independence
In
assessing the independence of our directors, our Board of Directors has reviewed
and analyzed the standards for independence required under the NASDAQ Capital
Market, including NASDAQ Marketplace Rule 5605(a)(2), and applicable SEC
regulations. The NASDAQ rules require us to have an audit committee
comprised of at least three members, all of whom are independent and meet
certain other requirements. Independent directors must determine, or
recommend to the full board for their determination, the compensation of the
chief executive officer and other executive officers and must select, or
recommend to the full board for their selection, nominees for directors under
the NASDAQ rules.
Under the
applicable NASDAQ Marketplace Rules, we were considered a “controlled company”
prior to July 15, 2009, since more than 50% of our voting power was held by SP
II. As a controlled company, we were exempt from the NASDAQ
requirements that we have a majority of independent directors and that we have a
nominating committee comprised of independent
directors. Effective July 15, 2009, as a result of
certain distributions to indirect investors of SP II, the Company ceased to
qualify as a controlled company. Under the NASDAQ Marketplace Rules,
the Company will be required to have a majority of independent directors and a
Nominating Committee comprised entirely of independent directors within twelve
months from the date we ceased to be a controlled company.
After
reviewing any material relationships that any of our directors may have with the
Company that could compromise his ability to exercise independent judgment in
carrying out his responsibilities, our Board of Directors has determined that
Louis Klein, Jr., Garen W. Smith and Robert Frankfurt, representing three of our
eight directors, are “independent directors” as defined under the NASDAQ
Marketplace Rules. The Company has a separately standing Compensation
Committee, Nominating Committee and Audit Committee. Each of the
Audit Committee, the Nominating Committee and the Compensation Committee have a
charter, current copies of which are available on the Company’s website,
www.whxcorp.com. All of the members of our Audit Committee,
Nominating Committee and Compensation Committee, which are comprised of Messrs.
Klein, Smith and Frankfurt, are independent under the NASDAQ definition of
“independence.”
Nominating
Process
The
Nominating Committee of the Board, which is comprised solely of independent
directors, selects, or recommends for the full Board’s selection, all director
nominees.
The
Nominating Committee identifies director candidates through recommendations made
by Board members, management, stockholders and others. At a minimum,
a nominee to the Board should have significant management or leadership
experience which is relevant to the Company’s business, as well as personal and
professional integrity. Recommendations are developed based on the
nominee’s knowledge and experience in a variety of fields, as well as research
conducted by the Company’s staff and outside consultants at the Nominating
Committee’s direction.
Any
stockholder recommendation should be directed to Peter T. Gelfman, General
Counsel and Secretary, WHX Corporation, 1133 Westchester Avenue, White Plains,
NY 10604, and should include the candidate’s name, business contact information,
detailed biographical data, relevant qualifications for Board membership,
information regarding any relationships between the candidate and the Company
within the last three years and a written indication by the recommended
candidate of his/her willingness to serve. Stockholder
recommendations must also comply with the notice provisions contained in the
Company’s bylaws in order to be considered (current copies of the Company’s
bylaws are available at no charge in the Company’s public filings with the SEC
or from the Secretary of the Company).
In
determining whether to nominate a candidate, whether from an internally
generated or stockholder recommendation, the Nominating Committee will consider
the current composition and capabilities of serving Board members, as well as
additional capabilities considered necessary or desirable in light of existing
and future Company needs. The Nominating Committee also exercises its
independent business judgment and discretion in evaluating the suitability of
any recommended candidate for nomination. The Nominating Committee
recommended the nomination of the entire slate of directors to be voted upon at
this year’s annual meeting.
Procedures for Contacting
Directors
The
Company has adopted a procedure by which stockholders may send communications,
as defined within Item 407(f) of Regulation S-K, to one or more directors by
writing to such director(s) or to the entire Board, care of Peter T. Gelfman,
General Counsel and Secretary, WHX Corporation, 1133 Westchester Avenue, White
Plains, NY 10604. Any such communications will be promptly
distributed by the Secretary to such individual director(s) or to all directors
if addressed to the entire Board.
Code of Conduct and
Ethics
The
Company has adopted a code of conduct and ethics (the “Code of Conduct and
Ethics”) that applies to all of its directors, officers and
employees. The Code of Conduct and Ethics is reasonably designed to
deter wrongdoing and to promote (i) honest and ethical conduct, including the
ethical handling of actual or apparent conflicts of interest between personal
and professional relationships, (ii) full, fair, accurate, timely and
understandable disclosure in reports and documents filed with, or submitted to,
the SEC and in other public communications made by the Company, (iii) compliance
with applicable governmental laws, rules and regulations, (iv) the prompt
internal reporting of violations of the Code of Conduct and Ethics to
appropriate persons identified in the Code of Conduct and Ethics, and (v)
accountability for adherence to the Code of Conduct and Ethics. The Code of
Conduct and Ethics is available on the Company’s website at
www.whxcorp.com. The Code of Conduct and Ethics may also be requested
in print, without charge, by writing to: Peter T. Gelfman, General Counsel and
Secretary, WHX Corporation, 1133 Westchester Avenue, White Plains, NY
10604. Amendments to the Code of Conduct and Ethics and any grant of
a waiver from a provision of the Code of Conduct and Ethics requiring disclosure
under applicable SEC rules will be disclosed on the Company’s website at
www.whxcorp.com.
Information with Respect to
Executive Officers
As at
July 27, 2009, the executive officers of the Company who are not also directors
are as follows:
|
Name
|
Age
|
All Offices with the
Company
|
Officer Since
|
|
Jeffrey
A. Svoboda
|
57
|
Senior
Vice President of WHX and President and Chief Executive Officer of Handy
& Harman (“H&H) and Bairnco Corporation
(“Bairnco”)
|
2008
|
|
James
F. McCabe, Jr.
|
46
|
Chief
Financial Officer and Senior Vice President
|
2007
|
|
Peter
T. Gelfman
|
45
|
General
Counsel and Secretary
|
2008
|
Business
Background of Executive Officers
Jeffrey A.
Svoboda
. Senior Vice President of the Company and President
and Chief Executive Officer of H&H and Bairnco.
Jeffrey
A. Svoboda has been President and Chief Executive Officer of H&H since
January 2008, President and Chief Executive Officer of Bairnco since January
2009 and a Senior Vice President of the Company since March 2009. Mr.
Svoboda has previously served as the Group Executive and Corporate Vice
President of Danaher Corporation from 2001 through 2007. Age
57.
James F. McCabe,
Jr
. Chief Financial Officer and Senior Vice
President.
James F.
McCabe, Jr. has been Senior Vice President of each of the Company and H&H
since March 2007 and Chief Financial Officer of the Company since August
2008. From 2004 to 2007, Mr. McCabe served as Vice President of
Finance and Treasurer, NE Region, of American Water, a water utility and
subsidiary of RWE AG. From 1991 to 2003, at Teleflex Incorporated, a
diversified industrial company, he served as President of Teleflex Aerospace
Group from 2002 to 2003, which manufactures and services turbine components and
aircraft cargo systems, President of Sermatech International, an engineered
coatings business from 2001 to 2002, and as its Chief Operating Officer from
2000 to 2001. Age 46.
Peter T.
Gelfman
. General Counsel and Secretary.
Peter T.
Gelfman has been General Counsel and Secretary of the Company since April
2008. From July 2005 through April 2008, Mr. Gelfman was employed by
Rheem Manufacturing Company as Deputy General Counsel from July 2005 to June
2006 and served as the Vice President, Secretary and General Counsel from June
2006 to April 2008. Previously, he served as a Senior Associate
General Counsel for Sequa, from June 1999 through June 2005. Mr.
Gelfman served as a Senior Attorney for Westvaco Corporation, now Mead Westvaco,
from June 1996 through June 1999. Additionally, Mr. Gelfman served as
an Assistant United States Attorney for the United States Attorney for the
Southern District of New York, Criminal Division, from February 1992 through May
1996 and as a litigation associate with Cravath, Swaine & Moore from
September 1989 through December 1991. Age 45.
Our
executive officers are appointed by our Board and serve until their successors
have been duly elected and qualified. There are no family
relationships among any of our directors or executive officers.
Executive
Compensation
Summary
Compensation Table
The
following table sets forth all compensation awarded to, paid to or earned by the
following type of executive officers for each of the Company’s last two
completed fiscal years: (i) individuals who served as, or acted in the
capacity of, the Company’s principal executive officer for the fiscal year ended
December 31, 2008; (ii) the Company’s two most highly compensated executive
officers, other than the chief executive, who were serving as executive officers
at the end of the fiscal year ended December 31, 2008; and (iii) up to two
additional individuals for whom disclosure would have been provided but for the
fact that the individual was not serving as an executive officer of the Company
at the end of the fiscal year ended December 31, 2008 (of which there was one).
We refer to these individuals collectively as our named executive
officers.
Name
and Principal Position
|
|
|
|
|
|
|
|
|
Non-qualified
Deferred Compensation Earnings
($)
|
|
All
Other Compensation
($)
|
|
|
|
(a)
|
(b)
|
|
(c)
|
|
(d)
|
|
(f)
(1)
|
|
(h)
|
|
(i)
|
|
(j)
|
|
Glen
M. Kassan
Chief
Executive Officer
|
2008
|
|
|
600,000
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
28,322
|
(2)
|
|
|
628,322
|
|
|
2007
|
|
|
600,000
|
|
|
|
100,000
|
|
|
|
--
|
|
|
|
--
|
|
|
|
100,208
|
(3)
|
|
|
800,208
|
|
|
James
F. McCabe, Jr.
Chief
Financial Officer and Senior Vice President
|
2008
|
|
|
310,615
|
|
|
|
166,257
|
|
|
|
47,304
|
|
|
|
--
|
|
|
|
65,209
|
(4)
|
|
|
589,385
|
|
|
2007
|
|
|
244,615
|
|
|
|
100,000
|
|
|
|
117,197
|
|
|
|
--
|
|
|
|
42,686
|
(4)
|
|
|
504,498
|
|
|
Jeffrey
A. Svoboda
Senior Vice President of WHX
and President and Chief Executive Officer of H&H and
Bairnco
(5)
|
2008
|
|
|
451,923
|
|
|
|
356,524
|
|
|
|
74,053
|
|
|
|
--
|
|
|
|
31,207
|
(6)
|
|
|
913,707
|
|
|
2007
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
Daniel
P. Murphy, Jr.
Senior Vice President of
Corporate Development
(7)
|
2008
|
|
|
294,266
|
|
|
|
--
|
|
|
|
49,188
|
|
|
|
--
|
|
|
|
970,229
|
(8)
|
|
|
1,313,683
|
|
|
2007
|
|
|
467,692
|
|
|
|
140,000
|
|
|
|
234,395
|
|
|
|
--
|
|
|
|
46,080
|
(9)
|
|
|
888,167
|
|
_____________
|
(1)
|
Amounts
reflect the dollar amount recognized for financial statement reporting
purposes for the fiscal year in accordance with Statement of Financial
Accounting Standards No. 123(R), “Accounting for Stock-Based Compensation”
(“SFAS No. 123(R)”). Assumptions used in the calculation of
these amounts are included in Note 14 to the Company’s Consolidated
Financial Statements filed with the Company’s Annual Report on Form 10-K,
filed with on March 31, 2009, which is incorporated herein by
reference. As of December 31, 2008, option awards had an
exercise price of $90.00 per share, as adjusted pursuant to the terms of
the 2007 Incentive Stock Plan to reflect a 1-for-10 reverse stock split of
its outstanding Common Stock effected on November 24, 2008 (the “Reverse
Stock Split”). The stock price of WHX’s Common Stock as of
December 31, 2008 was $8.00.
|
|
(2)
|
Consists
of payments for life insurance and discretionary 401(k)
payments. In 2008, the amount recognized as compensation
expense for financial statement reporting purposes for the fiscal year in
accordance with SFAS No. 123(R) for the “Arrangement” (defined below) was
zero.
|
|
(3)
|
Includes
payments for life insurance, discretionary 401(k) payments, and the amount
recognized as compensation expense for financial statement reporting
purposes for the fiscal year in accordance with SFAS No. 123(R) for the
Arrangement.
|
|
(4)
|
Includes
payments for life insurance, car allowance, temporary living allowance,
and 401(k) matching and discretionary
payments.
|
|
(5)
|
As
Mr. Svoboda’s employment did not commence until January 28, 2008, Mr.
Svoboda was not a named executive officer of the Company for the fiscal
year ended December 31, 2007.
|
|
(6)
|
Includes
payments for life insurance, car allowance, compensation for relocation,
and 401(k) matching and discretionary
payments.
|
|
(7)
|
Mr.
Murphy resigned from his executive officer position and as a director of
WHX effective July 11, 2008.
|
|
(8)
|
Includes
payments for reimbursement of financial services, life insurance, car
allowance, supplemental healthcare, 401(k) matching and discretionary
payments as well as a one-time severance payment of $940,000 pursuant to
the terms of Mr. Murphy’s employment agreement. See
“—Separation Agreement” for further discussion of the severance provisions
of Mr. Murphy’s employment
agreement.
|
|
(9)
|
Includes
payments for reimbursement of financial services, life insurance, car
allowance, club dues, 401(k) matching and discretionary
payments.
|
Narrative
Disclosure to Summary Compensation Table
The
compensation paid to the named executive officers includes salary, stock
options, and non-equity incentive compensation. In addition, each
named executive officer is eligible to receive contributions to his or her
401(k) plan under our matching contribution program.
In 2008
and 2007, salaries and bonuses accounted for approximately 95% and 87%,
respectively, of total compensation for our principal executive officer and 56%
and 68%, respectively, on average for our other named executive
officers.
On
January 4, 2009, the Company implemented 5% salary reductions to annual salaries
over $40,000 for all salaried employees, including all of the Company’s named
executive officers, in furtherance of the Company’s ongoing efforts to lower its
operating costs. The Company also suspended its employer
contributions to 401(k) savings plans for all employees not covered by a
collective bargaining agreement, including its named executive
officers. While management believes that the Company has been
performing well, the Company took these steps to minimize the potential impact
of the downturn in the global economy.
On July
6, 2007, the Compensation Committee of the Board of the Company adopted certain
arrangements (the “Arrangements”) for each of Warren G. Lichtenstein, the
Chairman of the Board of the Company and manager of Steel Partners, the manager
of SPH and SP II, and Glen Kassan, the Chief Executive Officer and Vice Chairman
of the Board of the Company and Managing Director and operating partner of Steel
Partners, to provide incentives for Messrs. Lichtenstein and
Kassan. The Arrangements provide, among other things, for each of
Messrs. Lichtenstein and Kassan to receive a bonus equal to 10,000 multiplied by
the difference of the market value of the Company’s stock price and $90.00, as
adjusted pursuant to the terms of the 2007 Incentive Stock Plan to reflect the
Reverse Stock Split. The Arrangements are not based on specified
targets or objectives other than the Company’s stock price. The bonus
is payable upon the sending of a notice by Mr. Lichtenstein or Mr. Kassan,
respectively. The notice can be sent with respect to 75% of the bonus
immediately, and with respect to the remainder, at any time after July 6,
2009. The Arrangements terminate July 6, 2015, to the extent not
previously received. Effective January 1, 2009, certain technical
amendments were made to the Arrangements for the purpose of bringing the
Arrangements into compliance with the applicable provisions of Section 409A of
the Internal Revenue Code and the regulations and interpretive guidance issued
thereunder (“Section 409A”).
Bonus Plan.
On
February 29, 2008, the Compensation Committee of the Board of Directors of the
Company formally adopted the 2008 Bonus Plan (the “Bonus Plan”) to provide
incentives to officers and members of management of the Company and its
subsidiaries, including certain of the Company’s executive officers, in the form
of cash bonus payments for achieving certain performance goals established for
them. Participants in the Bonus Plan who are named executive officers
of the Company include Daniel P. Murphy, Jr., former Senior Vice President of
Corporate Development, James F. McCabe, Jr., Chief Financial Officer and a
Senior Vice President of the Company, and Jeffrey A. Svoboda, a Senior Vice
President of the Company and the President and Chief Executive Officer of each
of Bairnco and H&H.
The Bonus
Plan includes two components. The first component is the Short Term
Incentive Plan (“STIP”), and the second component is a Long Term Incentive Plan
(“LTIP”). The structure of the Bonus Plan is designed to provide
short-term incentives to participants for achieving annual targets, while also
motivating and rewarding eligible participants for achieving longer term growth
goals.
Short Term Incentive
Plan
. The Compensation Committee has established two
components for the STIP, a return on invested capital (“ROIC”) based component
and a component based on the achievement of pre-determined individual
objectives. The ROIC component is calculated by dividing pre-bonus
earnings before interest, taxes, depreciation and amortization (“PBEBITDA”) by
average invested capital (“AIC”). The component based on the
achievement of individual objectives is based on personal objectives set by the
President, Chief Executive Officer of H&H and the Board of Directors of WHX
for each individual. Based on the determination of the objectives
under the two components, the maximum percentage of base salary that may be
earned by the participants ranges from 35% to 70%. STIP bonuses
earned will be paid annually. No STIP bonus will be paid if either
component is below a predetermined threshold.
Long Term Incentive
Plan
. The LTIP component of the Bonus Plan is based on a
combination of the achievement of certain sales targets and ROIC targets over
the three fiscal years beginning in 2008. The sales target is based
on the combined budgeted sales for 2008, 2009, and 2010. The ROIC is
calculated using total PBEBITDA for the three year cycle and the AIC for these 3
years. Based on the determination of these objectives, the maximum
percentage of base salary that may be earned by the participants ranges from 15%
to 30%. LTIP bonuses earned will be paid following the conclusion of
the 2010 fiscal year. A bonus payout under the LTIP will not occur if
either the ROIC or sales component is below 80% of the respective
target.
Under the
Bonus Plan, the target percentage of base salary (as base salary is defined in
his employment agreement) that may be earned by the President and Chief
Executive Officer of H&H and Bairnco and Senior Vice President of the
Company, Jeffrey A. Svoboda, is 100% and the target percentage of base salary
that may be earned by each of the Chief Financial Officer and Senior Vice
President, James F. McCabe, Jr., and the General Counsel and Secretary, Peter T.
Gelfman, is 75%.
Grant
of Options
On July
6, 2007, options were granted pursuant to WHX Corporation’s 2007 Incentive Stock
Plan as follows: (i) 100,000 options were granted to Daniel P. Murphy, Jr., who
resigned from the Company effective July 11, 2008, and (ii) 50,000 options were
granted to James F. McCabe, Jr. The options had an exercise price of
$9.00 per share and are exercisable in installments as follows: half of the
options granted were exercisable immediately, one-quarter of the options granted
became exercisable on July 7, 2008 and the balance become exercisable on July 6,
2009. The options will expire on July 6, 2015. The options
held by Mr. Murphy expired upon the termination of his employment with the
Company in accordance with the terms of the plan. On January 28,
2008, 100,000 options were granted to Jeffrey A. Svoboda pursuant to WHX
Corporation’s 2007 Incentive Stock Plan. The options had an exercise
price of $9.00 per share and are exercisable in installments as follows:
one-third of the options granted were exercisable immediately, one-third of the
options granted became exercisable on January 28, 2009 and the balance become
exercisable on January 28, 2010. On April 7, 2008, 50,000 options
were granted to Peter T. Gelfman subject to the terms and conditions of WHX
Corporation’s 2007 Incentive Stock Plan. The options had an exercise
price of $9.00 per share and are exercisable in installments as follows:
one-third of the options granted were exercisable immediately, one-third of the
options granted become exercisable on April 7, 2009 and the balance become
exercisable on April 7, 2010. Effective November 24, 2008, any
unexercised options then outstanding to purchase shares of Common Stock were
adjusted pursuant to the terms of the 2007 Incentive Stock Plan to give effect
to the Reverse Stock Split by reducing the number of share issuable thereunder
to one-tenth (1/10) and by increasing the exercise price to purchase one share
of Common Stock under any such option by a multiple of ten (10).
Employment
Agreements
Peter T.
Gelfman
. Effective April 7, 2008, Peter T. Gelfman entered
into an employment agreement, pursuant to which Mr. Gelfman agreed to become the
General Counsel and Secretary of the Company. His employment
agreement provides for an initial one year term, which will automatically extend
for successive one year periods unless earlier terminated pursuant to its
terms. His employment agreement provides, among other things, for (i)
an annual salary of $300,000, (ii) an annual bonus with a target of 75% of base
salary under the Company’s STIP and LTIP; (iii) for a grant of an option to
purchase 50,000 shares of the Company’s Common Stock pursuant to the terms and
conditions of the Company’s 2007 Incentive Stock Plan at an exercise price equal
to $9.00, one third of which vested on the grant date, one third of which will
vest on the first anniversary of the grant date, and the final one third of
which will vest on the second anniversary of the grant date; and (iv) other
benefits. As discussed above, effective November 24, 2008, the
outstanding option to purchase shares of the Company’s Common Stock granted
pursuant to Mr. Gelfman’s employment agreement was adjusted pursuant to the 2007
Incentive Stock Plan to reflect the Reverse Stock Split by reducing the number
of shares issuable thereunder to 5,000 and by increasing the exercise price of
such option to $90.00 per share. Effective January 4, 2009, the
Company amended its employment agreement with Mr. Gelfman to permit the
reduction of the annual salary payable thereunder by 5% in accordance with the
company-wide salary reductions. Certain technical amendments were
also made to Mr. Gelfman’s employment agreement, effective January 1, 2009, for
the purpose of bringing the severance payment provisions of the employment
agreement into compliance with the applicable provisions of Section
409A.
Glen M.
Kassan
. Glen M. Kassan was appointed Chief Executive Officer
on October 7, 2005. In 2006, the Compensation Committee approved a
salary of $600,000 per annum for Mr. Kassan effective January 1,
2006. There is no employment agreement between the Company and Mr.
Kassan regarding Mr. Kassan’s employment with the Company. Mr. Kassan
received a bonus of $100,000 in May 2008 on account of his performance in
2007. Mr. Kassan has voluntarily deferred his annual salary (net of
the 5% company-wide salary reduction), effective for the fiscal year beginning
January 1, 2009.
James F. McCabe,
Jr
. On February 1, 2007, James F. McCabe, Jr. entered into a
one-year employment agreement with each of the Company and H&H, effective on
March 1, 2007, and which, by the terms of the employment agreement, will
automatically extend for successive one-year periods unless earlier terminated
pursuant to its terms. The employment agreement provides for an
annual salary of no less than $300,000 and an annual bonus to be awarded at the
Company’s sole discretion, provided that McCabe’s bonus for 2007 was not to be
less than $100,000 as long as his employment had not been terminated for cause
and as long as he had not voluntarily terminated his employment prior to April
1, 2008. In addition, the employment agreement provides for the grant
of options to purchase 50,000 shares of the Company’s Common Stock upon the
Company’s adoption of a stock option plan and registration of underlying shares
by September 30, 2007, or alternatively 50,000 “phantom” options in lieu of such
options if such a plan has not been adopted by such date. The Company
satisfied this obligation by granting Mr. McCabe an option to purchase
50,000 shares of the Company’s Common Stock options on July 6, 2007 at an
exercise price equal to $9.00, half of which were exercisable immediately,
one-quarter of which became exercisable on July 7, 2008 and the balance of which
become exercisable on July 6, 2009. As discussed above, effective
November 24, 2008, the outstanding option to purchase shares of the Company’s
Common Stock granted pursuant to Mr. McCabe’s employment agreement was adjusted
pursuant to the 2007 Incentive Stock Plan to reflect the Reverse Stock Split by
reducing the number of shares issuable thereunder to 5,000 and by increasing the
exercise price of such option to $90.00 per share.
In
addition, pursuant to Mr. McCabe’s employment agreement, he is entitled to four
weeks paid vacation, health insurance coverage (if and to the extent provided to
all other employees of the Company), a car allowance of $600 per month, and life
insurance, disability insurance and 401(k) benefits, if and to the extent
provided to executives of either WHX or H&H. Mr. McCabe was also
entitled to a temporary living allowance of $3,400 per month through February
2009 under his employment agreement, and thereafter is receiving a monthly
living allowance of up to $4,000 per month. Effective January 4,
2009, the Company amended its employment agreement with Mr. McCabe to permit the
reduction of the annual salary payable thereunder by 5% in accordance with the
company-wide salary reductions. Certain technical amendments were
also made to Mr. McCabe’s employment agreement, effective January 1, 2009, for
the purpose of bringing the severance payment provisions of the employment
agreement into compliance with the applicable provisions of Section
409A.
Jeffrey A.
Svoboda
. Effective January 28, 2008, Jeffrey A. Svoboda
entered into an employment agreement, pursuant to which Mr. Svoboda agreed to
become the President and Chief Executive Officer of H&H. Mr.
Svoboda was also appointed by the Board of the Company to serve as the President
and Chief Executive Officer of Bairnco, effective January 1, 2009, and as a
Senior Vice President of the Company, effective March 1, 2009. His
employment agreement provides for an initial two-year term, which will
automatically extend for successive one-year periods unless earlier terminated
pursuant to its terms. The employment agreement also provides to Mr.
Svoboda, among other things, (i) an annual salary of $500,000, (ii) an annual
bonus with a target of 100% of base salary under the Company’s STIP and LTIP (as
base salary is defined in his employment agreement); (iii) a grant of 100,000
options to purchase shares of the Company’s Common Stock pursuant to the terms
and conditions of the Company’s 2007 Incentive Stock Plan at an exercise price
equal to $9.00, one-third of which vested on the grant date, one-third of which
vested on the first anniversary of the grant date, and the final one-third of
which will vest on the second anniversary of the grant date; and (iv) other
benefits. As discussed above, effective November 24, 2008, the
outstanding option to purchase shares of the Company’s Common Stock granted
pursuant to Mr. Svoboda’s employment agreement was adjusted pursuant to the 2007
Incentive Stock Plan to reflect the Reverse Stock Split by reducing the number
of shares issuable thereunder to 10,000 and by increasing the exercise price of
such option to $90.00 per share. Effective January 4, 2009, the
Company amended its employment agreement with Mr. Svoboda to permit the
reduction of the annual salary payable thereunder by 5% in accordance with the
company-wide salary reductions. Certain technical amendments were
also made to Mr. Svoboda’s employment agreement, effective January 1, 2009, for
the purpose of bringing the severance payment provisions of the employment
agreement into compliance with the applicable provisions of Section
409A.
As Mr.
Svoboda’s employment did not commence until January 28, 2008, Mr. Svoboda was
not a named executive officer of the Company for the fiscal year ended December
31, 2007.
See “—
Potential Payments upon Termination or Change in Control” for further discussion
on termination, retirement and change-in-control provisions of the employment
agreements.
Outstanding
Equity Awards at Fiscal Year-End
The
following table sets forth certain information regarding equity awards held by
the named executive officers as of December 31, 2008.
|
|
|
Number
of Securities Underlying Unexercised Options (#)
Exercisable
|
Number
of Securities Underlying Unexercised Options (#)
Unexercisable
|
Option
Exercise Price ($)
|
|
|
(a)
|
(b)
(1)
|
(c)
(1)
|
(e)
(1)
|
(f)
|
|
Glen
M. Kassan
Chief
Executive Officer
|
--
|
--
|
--
|
--
|
|
James
F. McCabe, Jr.
Chief Financial Officer and
Senior Vice President
|
3,750
|
1,250
(2)
|
$
90.00
|
July
6, 2015
|
|
Jeffrey
A. Svoboda
Senior
Vice President of WHX and President and Chief Executive Officer of H&H
and Bairnco
|
6,667
|
3,333
(3)
|
$
90.00
|
January
28, 2016
|
|
Daniel
P. Murphy, Jr.
Senior Vice President of
Corporate Development
(4)
|
--
|
--
|
--
|
--
|
|
(1)
|
Effective
November 24, 2008, any unexercised options then outstanding to purchase
shares of the Company’s Common Stock were adjusted pursuant to the terms
of the 2007 Incentive Stock Plan to give effect to the Reverse Stock Split
by reducing the number of share issuable thereunder to one-tenth (1/10)
and increasing the exercise price to purchase one share of Common Stock
under any such option by a multiple of ten (10). All amounts
reported in this table have been adjusted accordingly to reflect the
Reverse Stock Split.
|
|
(2)
|
The
options vest as follows: one-half of the options granted were exercisable
immediately, one-quarter became exercisable on July 7, 2008 and the
balance becomes exercisable on July 6,
2009.
|
|
(3)
|
The
options vest as follows: one-third of the options granted were exercisable
immediately, one-third of the options granted became exercisable on
January 28, 2009 and the balance becomes exercisable on January 28,
2010.
|
|
(4)
|
All
unexercised options granted to Mr. Murphy expired upon his resignation
from his executive officer position with the Company, effective July 11,
2008.
|
Pension
Benefits
The WHX
Pension Plan, a defined benefit plan, provides benefits to certain current and
former employees of the Company and its current and former subsidiaries,
H&H, Bairnco and Wheeling-Pittsburgh Corporation.
In 2005,
the WHX Pension Plan was amended to freeze benefit accruals for all hourly
non-bargained and salaried H&H plan participants and to close the Plan to
future entrants. The only participants who continue to receive
benefit accruals are approximately 260 active employees who are covered by
collective bargaining agreements. In 2008, two Bairnco qualified
pension plans for which the accrual of future benefits had been frozen in 2006
were merged into the WHX Pension Plan.
The WHX
Pension Plan provides for annual benefits following normal retirement at various
normal retirement ages, under a variety of benefit formulas depending on the
covered group. The bargained participants earn benefits under a
service multiplier arrangement that varies based on collective bargaining
agreements. For all other participants, the frozen benefits are based
on either multiplier arrangements for hourly-paid participants or a percentage
of final average earnings formula for salaried participants.
The WHX
Pension Plan provided benefits to one of the named executive officers, Mr.
Murphy. For purposes of H&H salaried participants, such as Mr.
Murphy, “compensation” includes base salary earned prior to December 31,
2005. The WHX Pension Plan does not include any amount payable as a
bonus, commission, overtime premium, shift differential, reward, prize or any
type of compensation other than regular fixed salary or wage. The
annual limit on compensation has been adjusted in accordance with the Internal
Revenue Code, Section 401(a)(17)(B) which allowed for maximum compensation of
$210,000 in plan year 2005, earnings in years thereafter are not included in the
calculation of benefits under the WHX Pension Plan. Prior to January
1, 2006, certain H&H executives, including Mr. Murphy, earned benefits under
the H&H Supplemental Executive Retirement Plan (the “SERP”). The
SERP restored benefits lost due to the 401(a)(17) compensation limit and
included into the definition of compensation, 25% of annual Management Incentive
Plan awards. Mr. Murphy resigned from his executive officer position
with the Company, effective July 11, 2008, and will be entitled to receive the
vested portion of his benefits as provided under the terms of the WHX Pension
Plan and the SERP.
The WHX
Pension Plan provides for early retirement under a variety of eligibility rules
pertinent to each covered group. Early retirement benefits are the
retirement income that would be applicable at normal retirement, reduced either
by a fixed factor per month or on an actuarial equivalence basis, depending on
the covered group. The normal form of payment under the WHX Pension
Plan also varies, but is a straight life annuity for most participants and a
ten-year certain and life annuity for others. The WPSC bargained
participants earn a straight life annuity under a 414(k) arrangement and have
the option to take up to $10,000 of their defined contribution plan assets as a
lump sum.
We are
not aware of any pension payments made during 2008 or 2007 for any of the
Company’s named executive officers. The valuation method and material
assumptions applied in quantifying the present value of accumulated benefit are
set forth in Note 6 to the Company’s 2008 Consolidated Financial
Statements.
Potential
Payments Upon Termination or a Change in Control
Peter T.
Gelfman
. In the event that the Company terminates Mr.
Gelfman’s employment agreement without cause or gives notice not to extend the
term of the employment agreement, the Company will pay to Mr. Gelfman, as
aggregate compensation, (i) a lump-sum cash payment equal to one (1) year of the
greater of his then current annual base salary and his base salary as of
December 31, 2008, (ii) the continuation of certain health-related benefits for
up to a 12 month period following termination and (iii) any bonus payment that
he is entitled to pursuant to any bonus plans as are
then-in-effect. Mr. Gelfman will also receive the same compensation
set forth in the preceding sentence if he terminates the employment agreement
due to the material diminution of duties or the Company relocates more than 50
miles from White Plains, NY, as more specifically described in the employment
agreement.
James F. McCabe,
Jr
. In the event that the Company terminates Mr. McCabe’s
employment agreement without cause or gives notice not to extend the term of the
employment agreement, the Company will pay to Mr. McCabe, as aggregate
compensation, (i) a lump-sum cash payment equal to one (1) year of the greater
of his then current annual base salary and his base salary as of December 31,
2008, (ii) the continuation of certain health-related benefits for up to a 12
month period following termination, (iii) any bonus payment that he is entitled
to pursuant to any bonus plans as are then-in-effect and (iv) a car allowance
for a one year period after termination. Mr. McCabe will also receive
the same compensation set forth in the preceding sentence if he terminates the
employment agreement due to the material diminution of duties or the Company
relocates more than 50 miles from the Company’s headquarters, as more
specifically described in the employment agreement.
Jeffrey A.
Svoboda.
In the event that H&H terminates Mr. Svoboda’s
employment agreement without cause or gives notice not to extend the term of the
employment agreement, H&H will pay to Mr. Svoboda, as aggregate
compensation, (i) a lump-sum cash payment equal to the greater of the balance of
his base salary due for the remaining term of his contract (as base salary is
defined in his employment agreement), or, one (1) year of his then current
annual base salary, (ii) the continuation of certain health-related benefits and
(iii) a bonus payment equal to the cash portion of the most recent bonus paid to
Mr. Svoboda. Mr. Svoboda will also receive the same compensation set
forth in the preceding sentence if he terminates the employment agreement due to
the material diminution of duties or H&H relocates more than 50 miles from
White Plains, NY, as more specifically described in the employment
agreement.
Separation
Agreement
On June
20, 2008, Mr. Murphy notified the Company that he would be exercising his right
to terminate his position as Senior Vice President of Corporate Development of
the Company, pursuant to the terms of his employment agreement, as
amended. Effective July 11, 2008, Mr. Murphy resigned from the
Company. On January 16, 2009, Mr. Murphy received a severance payment
equal to his current annual base salary for two years, or $940,000 in total,
pursuant to the terms of his employment agreement, as amended.
Director
Compensation
The
following table sets forth information with respect to compensation earned by or
awarded to each director who served on our Board of Directors during the year
ended December 31, 2008.
|
|
Fees
Earned or Paid in Cash
($)
|
|
All
Other Compensation
($)
|
|
|
(a)
|
(b)
|
(d)
|
(g)
|
(h)
|
|
Robert
Frankfurt
(4)
|
3,429
|
--
|
--
|
3,429
|
|
Jack
L. Howard
|
--
|
--
|
--
|
--
|
|
Glen
M. Kassan
|
--
|
--
|
--
|
--
|
|
Louis
Klein, Jr.
|
62,651
|
9,461
(1)(2)
|
--
|
72,112
|
|
Warren
G. Lichtenstein
|
--
|
--
|
--
|
--
|
|
John
H. McNamara, Jr.
|
--
|
--
|
--
|
--
|
|
Daniel
P. Murphy, Jr.
(5)
|
--
|
--
|
--
|
--
|
|
John
J. Quicke
|
--
|
--
|
--
|
--
|
|
Joshua
E. Schechter
(6)
|
--
|
--
|
--
|
--
|
|
Garen
W. Smith
|
62,651
|
9,461
(1)(2)
|
--
|
72,112
(3)
|
|
(1)
|
Option
awards consist of 1,000 options, as adjusted pursuant to the terms of the
2007 Incentive Stock Plan to reflect the Reverse Stock Split, issued to
each of Messrs. Klein and Smith on July 6, 2007 that are exercisable as
follows: one-half of the options granted were exercisable immediately,
one-fourth of the options granted became exercisable on July 7, 2008 and
the balance becomes exercisable on July 6,
2009.
|
|
(2)
|
Amounts
reflect the dollar amount recognized for financial statement reporting
purposes for the fiscal year in accordance with SFAS No.
123(R). Assumptions used in the calculation of these amounts
are included in Note 14 to the Company’s Consolidated Financial Statements
filed with the Company’s Annual Report on Form 10-K, filed on March 31,
2009, which is incorporated herein by
reference.
|
|
(3)
|
In
addition, Mr. Smith and his wife also receive medical benefits pursuant to
an agreement entered into as of June 19, 2002 by and between the Company,
Unimast Incorporated (“Unimast”) and Mr. Smith in connection with the sale
by the Company of Unimast, its wholly-owned subsidiary, and the
termination of Mr. Smith’s employment as President and Chief Executive
Officer of Unimast.
|
|
(4)
|
Mr.
Frankfurt was elected as a director of the Company by the existing members
of the Board of Directors of the Company on November 29, 2008 to fill a
vacancy created when the Board of Directors of the Company increased the
number of authorized directors from seven (7) to eight
(8).
|
|
(5)
|
Mr.
Murphy resigned from his position as a director of the Company, effective
July 11, 2008.
|
|
(6)
|
Mr.
Schechter resigned from his position as a director of the Company,
effective February 5, 2008.
|
Effective
January 1, 2009, our Board of Directors adopted the following compensation
schedule for non-affiliated directors, which reduced the fees for non-affiliate
directors by 5% as compared to the prior year in furtherance of the Company’s
ongoing efforts to lower its operating costs:
|
Annual
Retainer for Directors:
|
$
23,750
|
|
Board
Meeting Fee:
|
$ 1,425
|
|
Annual
Retainer for Committee Chair (other than Audit Committee
Chair):
|
$ 4,750
|
|
Committee
Meeting Fee (other than for Audit Committee):
|
$ 950
|
|
Annual
Retainer for Audit Committee Members:
|
$ 4,750
|
|
Annual
Retainer for Audit Committee Chair:
|
$ 9,500
|
On
January 1, 2009, the Compensation Committee of the Board of the Company
authorized an additional payment in the amount of $12,500 to each of Messrs.
Klein and Smith in recognition of their service on special committees of the
Board during 2008. These payments were made in February
2009.
Mr.
Quicke was awarded a bonus of $250,000 under the Bonus Plan with respect to his
services as a Vice President of the Company in 2008.
In
addition, in July 2007, Messrs. Smith and Klein received options to acquire
1,000 shares of the Company’s Common Stock at an exercise price of $90.00 per
share, as adjusted pursuant to the terms of the 2007 Incentive Stock Plan to
reflect the Reverse Stock Split. Half of the shares were immediately
exercisable, one-quarter were exercisable on the first anniversary of the date
of grant and the balance is exercisable on the second anniversary of the grant
date.
On July
6, 2007, the Compensation Committee of the Board of the Company adopted the
Arrangements for each of Warren G. Lichtenstein, the Chairman of the Board of
the Company and manager of Steel Partners, the manager of SPH and SP II, and
Glen Kassan, the Chief Executive Officer and Vice Chairman of the Board of the
Company and Managing Director and operating partner of Steel Partners, to
provide incentives for Messrs. Lichtenstein and Kassan. The
Arrangements provide, among other things, for each of Messrs. Lichtenstein and
Kassan to receive a bonus equal to 10,000 multiplied by the difference of the
market value of the Company’s stock price and $90.00, as adjusted pursuant to
the terms of the 2007 Incentive Stock Plan to reflect the Reverse Stock
Split. The Arrangements are not based on specified targets or
objectives other than the Company’s stock price. The bonus is payable
upon the sending of a notice by Mr. Lichtenstein or Mr. Kassan,
respectively. The notice can be sent with respect to 75% of the bonus
immediately, and with respect to the remainder, at any time after July 6,
2009. The Arrangements terminate July 6, 2015, to the extent not
previously received. Effective January 1, 2009, certain technical
amendments were made to the Arrangements for the purpose of bringing the
Arrangements into compliance with the applicable provisions of Section
409A.
Limitation
on Liability and Indemnification Matters
The
Company’s amended and restated bylaws and amended and restated certificate of
incorporation provide for indemnification of its directors and officers to the
fullest extent permitted by Delaware law.
Directors’
and Officers’ Insurance
The
Company currently maintains a directors’ and officers’ liability insurance
policy that provides its directors and officers with liability coverage relating
to certain potential liabilities.
Securities Authorized for
Issuance Under Equity Compensation Plans
The
following table details information regarding our existing equity compensation
plans as of December 31, 2008.
Equity
Compensation Plan Information
|
|
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 (excluding securities reflected in column
(a))
|
|
|
(a)(1)
|
(b)
(1)
|
(c)
(1)
|
|
Equity
compensation plans approved by security holders
|
64,400
|
$90.00
|
15,600
|
|
Equity
compensation plans not approved by security holders
|
--
|
--
|
--
|
|
Total:
|
64,400
|
$90.00
|
15,600
|
______________
|
(1)
|
Effective
November 24, 2008, any unexercised options then outstanding to purchase
shares of the Company’s Common Stock were adjusted pursuant to the terms
of the 2007 Incentive Stock Plan to give effect to the Reverse Stock Split
by reducing the number of share issuable thereunder to one-tenth (1/10)
and increasing the exercise price to purchase one share of Common Stock
under any such option by a multiple of ten (10). All amounts
reported in this table have been adjusted accordingly to reflect the
Reverse Stock Split.
|
Security Ownership of
Certain Beneficial Owners and Management
The
following table shows the beneficial ownership of shares of our Common Stock as
of July 23, 2009, held by:
|
·
|
Each
person who beneficially owns 5% or more of the shares of Common Stock then
outstanding;
|
|
·
|
Each
of our named executive officers;
|
|
·
|
All
of our directors and executive officers as a
group.
|
The
information in this table reflects “beneficial ownership” as defined in Rule
13d-3 of the Exchange Act. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person,
shares of our Common Stock subject to options, if any, held by that person that
were exercisable on July 23, 2009 or would be exercisable within 60 days
following July 23, 2009 are considered outstanding. Such shares,
however, are not considered outstanding for the purpose of computing the
percentage ownership of any other person. To our knowledge and unless
otherwise indicated, each stockholder has sole voting power and investment power
over the shares listed as beneficially owned by such stockholder, subject to
community property laws where applicable. Percentage ownership is
based on 12,178,535 shares of Common Stock outstanding as of July 23,
2009. Unless otherwise listed in the table below, the address of each
such beneficial owner is c/o WHX Corporation, 1133 Westchester Avenue, Suite
N222, White Plains, NY.
|
Name
and Address of Beneficial Owner
|
Shares
Beneficially Owned
(1)
|
|
|
Steel
Partners II, L.P. (2)
590
Madison Avenue
New
York, New York 10022
|
3,995,974
|
|
32.8%
|
|
|
|
|
|
|
|
|
GAMCO
Investors, Inc. (3)
One
Corporate Center
Rye,
New York 10580
|
1,436,910
|
|
11.8%
|
|
|
|
|
|
|
|
|
Warren
G. Lichtenstein (2)
|
3,995,974
|
|
32.8%
|
|
|
|
|
|
|
|
|
Jack
L. Howard (4)
|
7,643
|
|
*
|
|
|
|
|
|
|
|
|
Glen
M. Kassan
|
0
|
|
0
|
|
|
|
|
|
|
|
|
Louis
Klein, Jr. (5)
|
14,000
|
|
*
|
|
|
|
|
|
|
|
|
James
F. McCabe, Jr. (6)
|
10,000
|
|
*
|
|
|
|
|
|
|
|
|
Daniel
P. Murphy, Jr. (7)
|
0
|
|
0
|
|
|
|
|
|
|
|
|
John
J. Quicke
|
0
|
|
0
|
|
|
|
|
|
|
|
|
John
H. McNamara, Jr.
|
0
|
|
0
|
|
|
|
|
|
|
|
|
Robert
Frankfurt
|
0
|
|
0
|
|
|
|
|
|
|
|
|
Garen
W. Smith (8)
|
2,415
|
|
*
|
|
|
|
|
|
|
|
|
Jeffrey
A. Svoboda (9)
|
6,767
|
|
*
|
|
|
|
|
|
|
|
|
All
Directors and Executive Officers as a Group
(12
persons) (10)
|
4,045,635
|
|
33.2%
|
|
_______________
* less
than 1%
|
(1)
|
All
amounts reported in this table have been adjusted to reflect the Reverse
Stock Split.
|
|
(2)
|
Based
upon Amendment No. 7 to Schedule 13D it filed on July 17, 2009, SP II
beneficially owns 3,995,974 shares of Common Stock. SPH is the
sole limited partner of SP II. Steel Partners is the manager of
SP II and SPH. Steel Partners II GP LLC (“SP II GP”) is the
general partner of SP II and SPH. Warren G. Lichtenstein is the
manager of Steel Partners and the managing member of SP II
GP. By virtue of these relationships, each of SPH, Steel
Partners, SP II GP and Mr. Lichtenstein may be deemed to beneficially own
the Shares owned by SP II.
|
|
(3)
|
Based
upon Amendment No. 3 to Schedule 13D it filed on March 25, 2009, a group
including GAMCO Investors, Inc. beneficially owns 1,436,910 shares of
Common Stock.
|
|
(4)
|
Consists
of 7,643 shares owned directly by EMH, which may be deemed beneficially
owned by Mr. Howard by virtue of his position as the managing member of
EMH. Mr. Howard disclaims beneficial ownership of the shares
owned by EMH except to the extent of his pecuniary interest
therein.
|
|
(5)
|
Includes
1,000 shares of Common Stock issuable upon exercise of options that are
either currently exercisable or exercisable within 60 days
hereof.
|
|
(6)
|
Includes
5,000 shares of Common Stock issuable upon exercise of options that are
either currently exercisable or exercisable within 60 days
hereof.
|
|
(7)
|
Mr.
Murphy resigned from his executive officer position and as a director of
WHX, effective July 11, 2008. All unexercised options granted
to Mr. Murphy expired upon his resignation from his executive officer
position with the Company.
|
|
(8)
|
Includes
1,000 shares of Common Stock issuable upon exercise of options that are
either currently exercisable or exercisable within 60 days
hereof.
|
|
(9)
|
Includes
6,667 shares of Common Stock issuable upon exercise of options that are
either currently exercisable or exercisable within 60 days
hereof.
|
|
(10)
|
Includes
5,502 shares of Common Stock and 3,334 shares of Common Stock issuable
upon exercise of options that are either currently exercisable or
exercisable within 60 days hereof held by executive officers not
specifically identified in the
table.
|
Certain Relationships and
Related Transactions
Warren G.
Lichtenstein, Chairman of the Board of the Company, is also the manager of Steel
Partners and the managing member of SP II GP. SPH is the sole limited
partner of SP II. Steel Partners is the manager of SP II and
SPH. SP II GP is the general partner of SP II and SPH. SP
II owns 3,995,974 shares of the Company’s Common Stock. In addition,
Jack L. Howard is President of Steel Partners. EMH is an affiliate of
Mr. Howard. Glen M. Kassan is a Managing Director and operating
partner of Steel Partners. John H. McNamara, Jr. is a Managing
Director and investment professional of Steel Partners. John J.
Quicke is a Managing Director and operating partner of Steel
Partners. Messrs. Lichtenstein, Howard, Kassan, McNamara and Quicke
are also directors of the Company.
To our
knowledge, there are no transactions involving the Company and any related
person, as that term is used in applicable SEC regulations, in the fiscal years
ended December 31, 2008 and 2007 that are required to be disclosed in this Proxy
Statement which are not disclosed. Our Board of Directors is charged
with monitoring and reviewing issues involving potential conflicts of interest,
and reviewing and approving all related party transactions.
As used
throughout this Proxy Statement, the term “affiliate” means with respect to a
person each other person that directly or indirectly through one or more
intermediaries controls, is controlled by, or is under common control with such
person.
Section 16(A) Beneficial
Ownership Reporting Compliance
Section
16(a) of the Exchange Act requires the Company’s directors and officers, and
persons who own more than 10% of a registered class of its equity securities, to
file reports of ownership and changes in ownership (typically, Forms 3, 4 and/or
5) of such equity securities with the SEC and NASDAQ. Such entities
are also required by SEC regulations to furnish the Company with copies of all
such Section 16(a) reports.
Based
solely on a review of Forms 3 and 4 and amendments thereto furnished to the
Company and written representations that no Form 5 or amendments thereto were
required, the Company believes that during the fiscal year ended December 31,
2008, its directors and officers, and greater than 10% beneficial owners, have
complied with all Section 16(a) filing requirements except for the following
reports that were inadvertently reported late: (1) Jeffrey A Svoboda failed to
file one timely report on Form 4 required by section 16(a), (2) John H.
McNamara, Jr., failed to file one timely report on Form 3 required by section
16(a) and (3) Robert Frankfurt failed to file one timely report on Form 3
required by section 16(a).
Vote
Required
The
affirmative vote of stockholders holding a plurality of the votes is required to
approve this Proposal No. 1.
Board
Recommendation
THE
BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES TO THE BOARD OF
DIRECTORS SET FORTH IN THIS PROPOSAL NO. 1.
PROPOSAL
TWO:
RATIFICATION
OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We have
selected Grant Thornton LLP (“GT”) to serve as independent accountants of the
Company for the fiscal year ending December 31, 2009. GT has served
as the Company’s independent accounting firm since January 2007.
Dismissal of
PricewaterhouseCoopers LLP
On
January 17, 2007, WHX dismissed PricewaterhouseCoopers LLP (“PwC”) as its
independent registered public accounting firm, effective upon the completion by
PwC of its procedures regarding: (i) the Company’s 2004 Annual Report on Form
10-K; and (ii) the financial statements of the Company as of March 31, 2005 and
for the quarter then ended, the financial statements of the Company as of June
30, 2005 and for the quarter and six-month periods then ended and the financial
statements of the Company as of September 30, 2005 and for the
quarter and nine-month periods then ended and the Forms 10-Q for 2005 in which
each of the above described financial statements will be included. The decision
to dismiss PwC was approved by the Company’s Audit Committee.
The
reports of PwC on the financial statements of the Company for the fiscal years
ended December 31, 2005 and 2004, and the reports of PwC on the financial
statements did not contain any adverse opinion or disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope or accounting
principle, except for an explanatory paragraph disclosing substantial doubt
about the Company’s ability to continue as a going concern.
During
the fiscal years ended December 31, 2005 and 2004, and through March 9, 2007,
there were no disagreements with PwC on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure which,
if not resolved to the satisfaction of PwC, would have caused them to make
reference thereto in their reports on the financial statements for such
years.
During
the fiscal years ended December 31, 2005 and 2004, and through March 9, 2007,
there were no “reportable events” as that term is described in Item 304(a)(1)(v)
of Regulation S-K, other than as reported in Item 9A of its 2005 Annual Report
on Form 10-K.
Engagement of Grant Thornton
LLP
On
January 22, 2007, the Company engaged GT as the Company’s independent registered
public accountant. The engagement of GT was approved by the Audit
Committee of the Company’s Board of Directors.
We
previously disclosed the dismissal of PwC and the appointment of GT in a Form
8-K filed with the SEC on January 23, 2007, as amended on March 13,
2007. In connection with the filing of that Form 8-K, we provided PwC
a copy of the disclosures made herein, which are substantially the same
disclosures that were included in that Form 8-K and requested PwC to furnish us
a letter addressed to the SEC stating whether or not it agrees with the
statements herein. PwC previously provided us that letter, stating
that it did agree with such disclosure, a copy of which was filed with the SEC
as Exhibit 16 to that Form 8-K.
Representations at the
Meeting
Representatives
from GT will be present at the Meeting and they will have the opportunity to
make a statement if they desire to do so and they are expected to be available
to respond to appropriate questions. Representatives from PwC will
not be present at the Meeting.
Audit
Fees
The
aggregate fees billed by GT for professional services rendered was $2,321,960
and $2,533,565 for the audits of the Company’s annual consolidated financial
statements for the fiscal years ended December 31, 2008 and 2007, respectively,
which services included the cost of the reviews of other periodic reports for
each respective year.
Audit-Related
Fees
The
aggregate fees billed by GT for professional services categorized as
Audit-Related Fees rendered was $51,209 and $20,276 for the years ended December
31, 2008 and 2007, respectively, relating principally for assistance and
services pertaining to the audit of the financial statements of Bairnco’s 401(k)
Plan.
Tax Fees
The
aggregate fees billed by GT for tax services for the fiscal years ended December
31, 2008 and 2007 were $15,600 and $44,057, respectively, relating principally
for tax compliance, advice and planning.
All Other
Fees
There
were no fees for other professional services rendered during the fiscal years
ended December 31, 2008 and 2007.
The Audit
Committee’s policy is to pre-approve services to be performed by the Company’s
independent public accountants in the categories of audit services,
audit-related services, tax services and other
services. Additionally, the Audit Committee will consider on a
case-by-case basis and, if appropriate, approve specific engagements that are
not otherwise pre-approved. The Audit Committee has approved all fees and
advised us that it has determined that the non-audit services rendered by GT
during our most recent fiscal year are compatible with maintaining the
independence of such auditors.
Audit Committee
Report
The Audit
Committee operates pursuant to a written charter adopted by the
Board. The role of the Audit Committee is to assist the Board in its
oversight of our financial reporting process, as more fully described in this
Proxy Statement. As set forth in the charter, our management is responsible for
the preparation, presentation and integrity of our financial statements, our
accounting and financial reporting principles and internal controls and
procedures designed to assure compliance with accounting standards and
applicable laws and regulations. Our independent auditors are responsible for
auditing our financial statements and expressing an opinion as to their
conformity with generally accepted accounting principles.
In the
performance of its oversight function, the Audit Committee has reviewed and
discussed the audited financial statements with the management of the Company
and has discussed matters required to be discussed by Statement on Auditing
Standards No. 61 (Codification of Statements on Auditing Standards, AU Section
380), as modified or supplemented, with GT, the Company’s independent auditors
for the fiscal year ended December 31, 2008. The Audit Committee has
received the written disclosures and the letter from GT, as required by the
Independence Standards Board Standard No. 1, Independence Discussions with Audit
Committees, as modified or supplemented, and has discussed with GT the
independence of GT. The Audit Committee also considered whether GT’s
non-audit services, including tax planning and consulting, are compatible with
maintaining GT’s independence.
Based
upon the reports and discussions described in this report, and subject to the
limitations on the role and responsibilities of the Audit Committee referred to
above and in the Charter, the Audit Committee recommended to the Board that the
audited financial statements be included in our Annual Report on Form 10-K for
the year ended December 31, 2008, filed with the SEC.
SUBMITTED
BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
|
|
Louis
Klein, Jr.
|
|
|
|
|
|
Garen
W. Smith
|
|
|
|
|
|
Robert
Frankfurt
|
Vote
Required
The
affirmative vote of stockholders holding not less than a majority of the votes
cast on the matter is required to approve Proposal No. 2.
Board
Recommendation
OUR
BOARD RECOMMENDS A VOTE “FOR” THE PROPOSAL TO RATIFY THE APPOINTMENT OF GRANT
THORNTON LLP AS THE COMPANY’S INDEPENDENT PUBLIC ACCOUNTANTS.
STOCKHOLDER
PROPOSALS FOR THE 2009 ANNUAL MEETING AND OTHER MATTERS
Stockholder
Proposals
In
accordance with WHX’s Amended and Restated By Laws, stockholders wishing to
nominate directors or bring a proposal before the 2010 Annual Meeting of
stockholders must provide written notice of such nomination or proposal to the
attention of our Corporate Secretary not later than the close of business on May
27, 2010 nor earlier than the close of business on April 27, 2010; provided,
however, in the event that the date of the next annual meeting is more than 30
days before or more than 60 days after August 25, 2010, notice by the
stockholder to be timely must be delivered not earlier than the close
of business on the 120th day prior to such annual meeting and not
later than the later of the close of business on the 90th day prior
to such annual meeting or the 10th day following the day on which public
announcement of the date of such annual meeting is first made by the
Company.
Solicitation of
Proxies
The cost
of the solicitation of proxies will be paid by us. In addition to
solicitation by mail, our directors, officers and employees may solicit proxies
from stockholders by telephone, facsimile, electronic mail or in
person. We will also make arrangements with brokerage houses and
other custodians, nominees and fiduciaries to send the proxy materials to
beneficial owners. Upon request, we will reimburse those brokerage houses and
custodians for their reasonable expenses in so doing.
Other
Matters
So far as
now known, there is no business other than that described above to be presented
for action by the stockholders at the Annual Meeting, but it is intended that
the proxies will be voted upon any other matters and proposals that may legally
come before the Annual Meeting or any adjournment thereof, in accordance with
the discretion of the persons named therein.
Annual Report and Available
Information
The
Company is concurrently sending all of its stockholders of record as of July 1,
2009 a copy of its Annual Report on Form 10-K for the fiscal year ended December
31, 2008. Such report contains the Company’s certified consolidated
financial statements for the fiscal year ended December 31, 2008, including
those of the Company’s subsidiaries, which are incorporated herein by reference.
Upon your request, we will provide, without any charge, a copy of any of our
filings with the SEC. Requests should be directed to Peter T. Gelfman, General
Counsel and Secretary, WHX Corporation, 1133 Westchester Avenue, White Plains,
NY 10604 or
(914)
461-1300
. You may also access a copy of our Annual Report on
Form 10-K electronically in the Investor Relations section of the Company’s
website, www.whxcorp.com or at
http://www.whxcorp.com/2009annual.php.
|
WHX
Corporation,
|
|
|
|
/s/
Glen M. Kassan
|
|
|
|
Glen
M. Kassan
|
|
Chief
Executive
Officer
|
Important
Notice Regarding the Availability of Proxy Materials for the Annual Meeting of
Stockholders to be held August 25, 2009. The Company’s Proxy
Statement and Annual Report on Form 10-K for the fiscal year ended December 31,
2008 are available
at: http://www.whxcorp.com/2009annual.php.
WHX
CORPORATION
Proxy
– Annual Meeting of Stockholders
August
25, 2009
This
Proxy is Solicited on Behalf of the Board of Directors
The
undersigned hereby appoints Glen M. Kassan and James F. McCabe, Jr., each of
them, the true and lawful attorneys and proxies of the undersigned, with full
power of substitution, to vote all of the shares of Common Stock of WHX
Corporation (the “Company”), which the undersigned is entitled to vote at the
Annual Meeting of Stockholders of the Company to be held on Tuesday, August 25,
2009, at 11:00 a.m., local time, at the Park Central Hotel, 870 Seventh Avenue
at 56th Street, New York, NY 10019, or at any adjournment or postponement
thereof.
The
undersigned hereby revokes any proxy or proxies heretofore given and
acknowledges receipt of a copy of the Notice of Annual Meeting and Proxy
Statement, both dated July 27, 2009, and a copy of the Company’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2008.
THIS
PROXY WILL BE VOTED IN ACCORDANCE WITH ANY DIRECTIONS HEREIN
GIVEN. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED “FOR”
APPROVAL OF PROPOSAL NOS. 1 AND 2
. IN THEIR
DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING.
PLEASE
COMPLETE, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED POSTAGE
PAID ENVELOPE.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL THE NOMINEES LISTED AND FOR
PROPOSAL NO. 2.
|
1.
|
Election of Directors
:
The election of the following nominees to the Board of Directors, to serve
until the 2010 Annual Meeting of Stockholders and until their respective
successors are elected and shall
qualify:
|
Warren G.
Lichtenstein
Robert
Frankfurt
Jack L.
Howard
Glen M.
Kassan
Louis
Klein, Jr.
John H.
McNamara Jr.
John J.
Quicke
Garen W.
Smith
|
FOR ALL NOMINEES
[___]
|
WITHHOLD
AUTHORITY TO VOTE FOR ALL NOMINEES [___]
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
To
withhold authority to vote for any individual nominee(s), print name(s)
above.
|
|
2.
|
Ratification
of the appointment of Grant Thornton LLP as the independent public
accountants of the Company for the fiscal year ending December 31,
2009.
|
FOR
[___] AGAINST
[___] ABSTAIN
[___]
In their
discretion, the proxies are authorized to vote upon such other and further
business as may properly come before the meeting.
NOTE:
Your signature should appear the same as your name appears hereon. If
signing as attorney, executor, administrator, trustee or guardian, please
indicate the capacity in which signing. When signing as joint
tenants, all parties in the joint tenancy must sign. When a
corporation gives a proxy, an authorized officer should sign it.
|
Signature:
|
|
Title:
|
|
Date:
|
|
|
|
|
|
|
|
|
|
Signature:
|
|
Title:
|
|
Date:
|
|
Please
mark, date, sign and mail this proxy in the envelope provided for this
purpose. No postage is required if mailed in the United
States.
MARK
HERE FOR ADDRESS CHANGE AND NOTE BELOW [___]
_______________________________________________________
_______________________________________________________