J. Alexander's Corporation
SCHEDULE
14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION REQUIRED IN
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
þ Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to § 240.14a-12
J. Alexanders Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was
determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
o Fee paid previously with preliminary materials.
o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
TABLE OF CONTENTS
J. ALEXANDERS CORPORATION
3401 West End Avenue
Suite 260
P.O. Box 24300
Nashville, Tennessee 37202
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of J. Alexanders Corporation:
The Annual Meeting of Shareholders of J. Alexanders Corporation (the Company) will be held
at the Loews Vanderbilt Hotel, 2100 West End Avenue, Nashville, Tennessee 37203 at 10:00 a.m.,
Nashville time, on Tuesday, May 13, 2008 for the following purposes:
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(1) |
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To elect six directors to hold office for a term of one year and until their
successors have been elected and qualified; and |
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(2) |
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To transact such other business as may properly come before the meeting or any
adjournment or postponement thereof. |
Only shareholders of record at the close of business on March 25, 2008 are entitled to notice
of and to vote at the meeting or any adjournment or postponement thereof.
Your attention is directed to the Proxy Statement accompanying this notice for a more complete
statement regarding the matters to be acted upon at the meeting.
We hope very much that you will be able to be with us. If you do not plan to attend the
meeting in person, you are requested to complete, sign and date the enclosed proxy card and return
it promptly in the enclosed addressed envelope, which requires no postage if mailed in the United
States, or follow the instructions on the enclosed proxy card for voting by telephone or the
Internet.
By Order of the Board of Directors
R. GREGORY LEWIS
Secretary
April 11, 2008
Page Intentionally Left Blank
J. ALEXANDERS CORPORATION
3401 West End Avenue
Suite 260
P.O. Box 24300
Nashville, Tennessee 37202
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
May 13, 2008
The enclosed proxy is solicited by and on behalf of the Board of Directors of J. Alexanders
Corporation (the Company) for use at the Annual Meeting of Shareholders to be held on Tuesday,
May 13, 2008, at 10:00 a.m., Nashville time, at Loews Vanderbilt Hotel, 2100 West End Avenue,
Nashville, Tennessee 37203 and at any adjournments or postponements thereof, for the purposes set
forth in the foregoing Notice of Annual Meeting of Shareholders. Copies of the proxy, this Proxy
Statement and the attached Notice are being mailed to shareholders on or about April 11, 2008.
Proxies may be solicited by mail, telephone or telecopy. All costs of this solicitation will
be borne by the Company. The Company does not anticipate paying any compensation to any party other
than its regular employees for the solicitation of proxies, but may reimburse brokerage firms and
others for their reasonable expenses in forwarding solicitation material to beneficial owners.
Shares represented by such proxies will be voted in accordance with the choices specified
thereon. If no choice is specified, the shares will be voted FOR the election of the director
nominees named herein. The Board of Directors does not know of any other matters which will be
presented for action at the meeting, but the persons named in the proxy intend to vote or act with
respect to any other proposal which may be properly presented for action according to their best
judgment in light of the conditions then prevailing.
A proxy may be revoked by a shareholder at any time before its exercise by attending the
meeting and voting in person, by filing with the Secretary of the Company a written revocation, by
duly executing a proxy bearing a later date or by casting a new vote by telephone or the Internet.
Each share of the Companys Common Stock, $.05 par value (the Common Stock), issued and
outstanding on March 25, 2008 (the Record Date), will be entitled to one vote on all matters to
come before the meeting. As of the Record Date, there were outstanding 6,673,468 shares of Common
Stock.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 25, 2008, certain information with respect to
those persons known to the Company to be the beneficial owners (as defined by certain rules of the
Securities and Exchange Commission (the Commission)) of more than five percent of the Common
Stock, its only voting security, and with respect to the beneficial ownership of the Common Stock
by all directors, each of the executive officers named in the Summary Compensation Table, and all
executive officers and directors of the Company as a group (9 persons). Except as otherwise
specified, the shares indicated are presently outstanding.
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Percentage of |
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Amount of |
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Outstanding |
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Common Stock |
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Common |
Name and Address of Beneficial Owner |
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Beneficially Owned |
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Stock (1) |
E. Townes Duncan**
4015 Hillsboro Pike, Suite 214
Nashville, TN 37215 |
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1,784,906 |
(2) |
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26.7 |
% |
Solidus Company, L.P.
4015 Hillsboro Pike, Suite 214
Nashville, TN 37215 |
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1,758,246 |
(3) |
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26.3 |
% |
Andreeff Equity Advisors, L.L.C.
450 Laurel Street, Suite 2105
Baton Rouge, LA 70801 |
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564,143 |
(4) |
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8.5 |
% |
Advisory Research, Inc.
180 North Stetson St., Suite 5500
Chicago, IL 60601 |
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538,673 |
(5) |
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8.1 |
% |
Dimensional Fund Advisors LP
1299 Ocean Avenue
Santa Monica, CA 90401 |
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530,834 |
(6) |
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8.0 |
% |
Lonnie J. Stout II****
3401 West End Avenue, Suite 260
Nashville, TN 37203 |
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504,094 |
(7) |
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7.2 |
% |
R. Gregory Lewis*** |
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142,559 |
(8) |
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2.1 |
% |
J. Bradbury Reed** |
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137,438 |
(9) |
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2.1 |
% |
J. Michael Moore*** |
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61,543 |
(10) |
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* |
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Garland G. Fritts** |
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32,800 |
(11) |
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* |
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Brenda B. Rector** |
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13,000 |
(12) |
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* |
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Joseph N. Steakley** |
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13,000 |
(13) |
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* |
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All directors and executive officers as a group |
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2,707,691 |
(14) |
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37.3 |
% |
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* |
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Less than one percent. |
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** |
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Director. |
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*** |
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Named Officer. |
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**** |
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Director and Named Officer. |
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(1) |
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Pursuant to the rules of the Commission, shares of Common Stock subject to options held
by directors and executive officers of the Company which are exercisable within 60 days of
March 25, 2008, are deemed outstanding for the purpose of computing such directors or
executive officers percentage ownership and the percentage ownership of all directors and
executive officers as a group, but are not deemed outstanding for the purpose of computing
the percentage ownership of the other persons shown in the table. Unless otherwise
indicated, each individual has sole voting and dispositive power with respect to all shares
shown. |
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(2) |
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Includes 9,000 shares issuable upon exercise of certain options held by Mr. Duncan,
12,760 shares directly held by Mr. Duncan, 240 shares owned by Mr. Duncans wife, 100
shares that Mr. Duncan holds as custodian for children, 4,560 shares that are held in
trusts of which Mr. Duncans wife is trustee, and 1,758,246 shares that are beneficially
owned as of the Record Date by Solidus Company, L.P. (Solidus), a Tennessee limited
partnership. Mr. Duncan is the Chief Executive Officer of Solidus General Partner,
LLC which is the general partner of Solidus. The shares beneficially owned by Solidus are
pledged to Pinnacle Bank, N.A. as collateral for a loan. |
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(3) |
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Includes 1,758,246 shares held as of the Record Date by Solidus. Solidus shares voting
and dispositive power with respect to its shares with Mr. Duncan, the Chief Executive
Officer of Solidus General Partner, LLC which is the General Partner of Solidus. Mr.
Duncans beneficial ownership in such shares is shown above. The shares beneficially owned
by Solidus are pledged to Pinnacle Bank, N.A. as collateral for a loan. |
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(4) |
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Andreeff Equity Advisors, L.L.C. shares beneficial ownership and voting and dispositive
power with Dane Andreeff. Information is based solely on the Schedule 13G/A filed with the
Commission by Andreeff Equity Advisors, L.L.C. and Mr. Andreeff on February 14, 2008. |
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(5) |
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Advisory Research, Inc. (Advisory Research) is a registered investment advisor.
Information is based solely on the Schedule 13G filed with the Commission by Advisory
Research on February 14, 2008. |
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(6) |
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Dimensional Fund Advisors LP (DFA) is a registered investment advisor. Information is
based solely on the Schedule 13G/A filed with the Commission by DFA on February 6, 2008. |
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(7) |
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Includes 331,832 shares issuable upon exercise of certain options held by Mr. Stout and
9,393 Employee Stock Ownership Plan (ESOP) shares allocated to Mr. Stout and held by the
J. Alexanders Corporation Employee Stock Ownership Trust (the Trust), as to which Mr.
Stout has sole voting power and shared dispositive power. |
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(8) |
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Includes 98,450 shares issuable upon exercise of certain options held by Mr. Lewis and
7,478 ESOP shares allocated to Mr. Lewis and held by the Trust, as to which Mr. Lewis has
sole voting power and shared dispositive power. |
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(9) |
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Includes 16,000 shares issuable upon exercise of options held by Mr. Reed, 42,018
shares representing Mr. Reeds proportional interest in Solidus as of the Record Date and
600 shares held by a family trust of which Mr. Reed is trustee. |
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(10) |
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Includes 46,000 shares issuable upon the exercise of certain options held by Mr. Moore
and 5,069 ESOP shares allocated to Mr. Moore and held by the Trust, as to which Mr. Moore
has sole voting power and shared dispositive power. |
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(11) |
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Includes 7,000 shares issuable upon exercise of certain options held by Mr. Fritts. |
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(12) |
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Includes 12,000 shares issuable upon exercise of certain options held by Ms. Rector. |
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(13) |
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Includes 12,000 shares issuable upon exercise of certain options held by Mr. Steakley. |
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(14) |
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Includes 589,282 shares issuable upon exercise of certain options held by the directors
and executive officers and 25,293 ESOP shares allocated to the executive officers and held
by the Trust, as to which such officers have sole voting power and shared dispositive
power. |
4
PROPOSAL NO. 1:
ELECTION OF DIRECTORS
Six directors are to be elected at the annual meeting for a term of one year and until their
successors shall be elected and qualified. Election of directors requires a plurality of the votes
cast in such election. It is intended that shares represented by the enclosed proxy will be voted
FOR the election of the nominees named in the table set forth below unless a contrary choice is
indicated. Each of the nominees, including each independent director, is presently a director of
the Company and was nominated by the Board. Management believes that all of the nominees will be
available and able to serve as directors, but if for any reason any should not be available or able
to serve, it is intended that such shares will be voted for such substitute nominees as may be
proposed by the Board of Directors of the Company. Certain information with respect to each of the
nominees is set forth below.
BACKGROUND INFORMATION
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E. Townes Duncan
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Mr. Duncan, 54, has been a director of the Company since May 1989. Mr. Duncan
is the Chief Executive Officer of Solidus General Partner, LLC, the general partner of
Solidus, a private investment firm. Mr. Duncan has been associated with Solidus or its
predecessor since January 1997. Mr. Duncan is also a director of Bright Horizons Family
Solutions, Inc., a childcare services company. |
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Garland G. Fritts
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Mr. Fritts, 79, has been a director of the Company
since December 1985. Since 1993, Mr. Fritts has been
a consultant for Fry Consultants, Inc., a management
consulting firm. |
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Brenda B. Rector
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Ms. Rector, 60, has been a director since May 2004.
From October 1996 until March 2004, Ms. Rector was
the Vice President, Controller and Chief Accounting
Officer of Province Healthcare Company, an owner and
operator of acute care hospitals in non-urban
markets. |
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J. Bradbury Reed
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Mr. Reed, 68, has been a director since May 2000. Mr. Reed is an attorney
associated with the law firm of Bass, Berry & Sims PLC and has served in various capacities
with that firm since 1964. Bass, Berry & Sims PLC has served as the Companys outside general
counsel since the Companys organization in 1971. In 2008, Mr. Reed was employed by Solidus to
assist with its public securities investments, excluding its investment in the Company. |
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Joseph N. Steakley
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Mr. Steakley, 53, has been a director since May
2004. He has served as Senior Vice President
Internal Audit of HCA Inc., an owner and operator of
hospitals, since July 1999. From November 1997 to
July 1999, Mr. Steakley was Vice
President Internal Audit for HCA Inc. |
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Lonnie J. Stout II
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Mr. Stout, 61, has been a director and President and
Chief Executive Officer of the Company since May
1986. Since July 1990, Mr. Stout has also served as
Chairman of the Company. From 1982 to May 1984, Mr.
Stout was a director of the Company, and served as
Executive Vice President and Chief Financial Officer
of the Company from October 1981 to May 1984. |
5
CORPORATE GOVERNANCE
General
The Company believes that good corporate governance is important to ensure that J. Alexanders
Corporation is managed for the long-term benefit of its shareholders. During the past year, the
Company has continued to review its corporate governance policies and practices and to compare them
to those suggested by various authorities on corporate governance and the practices of other public
companies. The Company has also continued to review the provisions of the Sarbanes-Oxley Act of
2002, the new and proposed rules of the Commission and the listing standards of the American Stock
Exchange (AMEX).
The Companys Audit Committee charter can be accessed on the Companys website at
www.jalexanders.com and is included as Appendix A hereto.
Director Independence
The Board has determined that each of the following directors and nominees will qualify as an
independent director within the meaning of the AMEX listing standards.
E. Townes Duncan
Garland G. Fritts
Brenda B. Rector
J. Bradbury Reed
Joseph N. Steakley
Board Member Meetings and Attendance
The Company strongly encourages each member of the Board of Directors to attend the Annual
Meeting of Shareholders. All of the Companys directors attended the 2007 Annual Meeting of
Shareholders.
Each of the incumbent directors of the Company attended at least 75% of the aggregate of (i)
the total number of meetings held during 2007 by the Board of Directors while he or she was a
director and (ii) the total number of meetings held during 2007 by all committees of the Board
while he or she was a member of such committees.
The Board of Directors of the Company held five meetings in 2007.
6
Board Committee Composition and Committee Functions
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Committee/Current Members |
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Committee Functions |
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Audit Committee
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Oversees the financial reporting process of the Company. |
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Oversees the audits of the financial statements of the Company. |
Current Members
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Reviews areas of potential significant financial risk to the Company. |
Mr. Steakley (Chair)
Mr. Fritts
Ms. Rector
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Reviews reports from management regarding the evaluation of the
effectiveness of the Companys disclosure controls and procedures and the
Companys internal control over financial reporting. |
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Has the sole authority to select, evaluate, replace and oversee the
Companys independent registered public accounting firm. |
Number of Meetingsheld in 2007: eight
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Has the sole authority to approve
non-audit and audit services to be performed by the independent registered public accounting firm. |
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Reviews and discusses with management and the independent
registered public accounting firm the annual audited and quarterly
un-audited financial statements and the Companys disclosures provided on
Form 10-Q and Form 10-K. |
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Monitors the independence and performance of the independent
registered public accounting firm. |
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Provides an avenue of communications among the independent
registered public accounting firm, management and the Board of Directors. |
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Has the specific responsibilities and authority necessary to comply
with the AMEX listing standards applicable to audit committees. |
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Is comprised solely of independent directors under the AMEX
standards of independence. |
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Has two members (Mr. Steakley and Ms. Rector) each of whom is
qualified as an audit committee financial expert within the meaning of
Commission regulations and is financially sophisticated within the
meaning of the AMEX listing standards. |
Compensation/Stock Option
Committee
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Reviews the performance of Company officers and establishes overall
executive compensation policies and programs. |
Current Members:
Ms. Rector (Chair)
Mr. Duncan
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Reviews and approves compensation elements such as base salary,
bonus awards, stock option grants and other forms of long-term incentives
for Company officers (no member of the committee may be a member of
management or eligible for compensation other than as a director). |
Mr. Fritts
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Reviews Board compensation. |
Mr. Steakley
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Is comprised solely of independent directors under the AMEX
standards of independence. |
Number of Meetings
held in 2007: four |
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7
Nominating and Corporate Governance Matters
The Companys Board of Directors currently has no standing nominating committee, which the
Board of Directors believes is appropriate, given the compact size of the Board. The Board of
Directors, including each independent director, participates in the nomination process as described
below.
Candidates for nomination to the Board of Directors, including those suggested by shareholders
in compliance with the Companys charter, bylaws and applicable law, will be submitted to the Board
of Directors with as much biographical information as is available and with a brief statement of
the candidates qualifications for Board membership.
While the Board of Directors may consider whatever factors it deems appropriate in its
assessment of a candidate for board membership, candidates nominated to serve as directors will, at
a minimum, in the judgment of the independent directors:
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be able to represent the interests of the Company and all of its shareholders and
not be disposed by affiliation or interest to favor any individual, group or class of
shareholders or other constituency; |
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possess relevant background, skills and abilities, and characteristics that fulfill
the needs of the Board at that time; |
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possess the background and demonstrated ability to contribute to the Boards
performance of its collective responsibilities, through senior executive management
experience, relevant professional or academic distinction, and/or a record of relevant
civic and community leadership; |
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have the highest ethical character and share the core values of the Company as
reflected in the Companys Code of Business Conduct and Ethics; |
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have a reputation, both personal and professional, consistent with the image and
reputation of the Company; |
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have relevant expertise and experience, and be able to offer advice and guidance to
the chief executive officer based on that expertise and experience; and |
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have the ability and the willingness to devote the necessary time and energy to
exercise sound business judgment. |
The Board will preliminarily assess each candidates qualifications and suitability. If it is
the consensus of the independent directors that a candidate is likely to meet the criteria for
Board membership, the Board will advise the candidate of the Boards preliminary interest and, if
the candidate expresses sufficient interest will arrange interviews of the candidate with one or
more members of the Board and request such additional information from the candidate as the Board
deems appropriate. The independent directors will consider the candidates qualifications, the
assessment of the individuals background, skills and abilities, and whether such characteristics
fulfill the needs of the Board at that time, confer and reach a collective assessment as to the
qualifications and suitability of the candidate for Board membership.
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If a majority of the independent directors determine that the candidate is suitable and meets
the criteria for Board membership, the candidate will be invited to meet with senior management of
the Company, both to allow the candidate to obtain further information about the Company and to
give management a basis for input to the Board regarding the candidate. On the basis of its
assessment, and taking into consideration input from senior management, the Board will formally
consider whether to recommend the candidates nomination for election to the Board of Directors.
Approval by a majority of the independent directors will be required to recommend the candidates
nomination.
Compensation/Stock Option Committee Matters
The Compensation/Stock Option Committee acts on behalf of the Board of Directors to establish
the compensation of executive officers of the Company and provides oversight of the Companys
compensation philosophy. The Compensation/Stock Option Committee also acts as the oversight
committee with respect to the Companys deferred compensation, stock and bonus plans covering
executive officers and other senior management. In overseeing those plans, the Compensation/Stock
Option Committee has the sole authority for administration and interpretation of the plans. The
Compensation/Stock Option Committee has the authority to engage outside advisors to assist the
Compensation/Stock Option Committee in the performance of its duties; however, the
Compensation/Stock Option Committee may not delegate its authority to others.
The Committee was composed during 2007 of four non-employee directors of the Company who were
each (i) independent as defined under the AMEX listing standards, (ii) a non-employee director for
purposes of Section 16b-3 of the Securities Exchange Act of 1934, as amended, and (iii) an outside
director for purposes of Section 162(m) of the Internal Revenue Code. The Committee has been given
the responsibility to assist the Board of Directors in the discharge of its fiduciary duties with
respect to the compensation of the executives and other employees of the Company, including the
Named Officers, and the Companys retirement and other benefit plans. As part of the Committees
duties, the Committee, among other things, periodically reviews the Companys philosophy regarding
executive compensation and reviews market data to assess the Companys competitive position with
respect to the three main elements of the Companys compensation. The Committee reports to the
Board of Directors on its activities.
Generally, the Committee reviews the performance and compensation of the Chief Executive
Officer and, following discussions with him and other advisors, if appropriate, establishes his
compensation level. For the remaining Named Officers, the Chief Executive Officer makes
recommendations for salary and bonus levels to the Committee that are generally approved. With
respect to equity compensation awards, the Committee typically grants options based upon the
initial recommendation of the Chief Executive Officer, and with additional or different terms
deemed appropriate by the Committee.
The Committee generally considers making equity awards periodically after the Committee has
had an opportunity to review the Companys financial results for the prior fiscal year and consider
the Companys expectations and projections for the current fiscal year. In some years, the
Committee has granted awards at other times or has determined not to grant any awards to some
executives, based on its conclusion that the awards then currently outstanding would serve to
properly incentivize the executive officers.
The Board of Directors sets non-management directors compensation at the recommendation of
the Compensation/Stock Option Committee. See Director Compensation.
9
Code of Business Conduct and Ethics
The Companys Board of Directors has adopted a Code of Business Conduct and Ethics applicable
to the members of its Board of Directors and officers, including the Chief Executive Officer and
Chief Financial Officer. The Companys Code of Business Conduct and Ethics may be accessed on its
website at www.jalexanders.com or a copy requested by writing to the following address: J.
Alexanders Corporation, 3401 West End Avenue, Suite 260, P.O. Box 24300, Nashville Tennessee
37202. The Company will make any legally required disclosures regarding amendments to, or waivers
of, provisions of the Code of Business Conduct and Ethics on its website.
Communications with Members of the Board
Shareholders interested in communicating directly with members of the Companys Board of
Directors may do so by writing to Board of Directors, c/o Corporate Secretary, J. Alexanders
Corporation, 3401 West End Avenue, Suite 260, P.O. Box 24300, Nashville, Tennessee 37202.
10
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain summary information for the year indicated with respect
to the compensation awarded to, earned by, or paid to the Companys Chief Executive Officer, Chief
Financial Officer and the next highly compensated executive officer of the Company whose total
annual compensation, exclusive of changes in pension value and nonqualified deferred compensation
earnings, exceeded $100,000 (collectively, the Named Officers).
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Stock |
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Option |
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Non-Equity Incentive |
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All Other |
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Name and Principal |
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Salary |
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Bonus |
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Awards |
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Awards |
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Plan Compensation |
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Compensation |
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Position |
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Year |
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($)(1) |
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($)(2) |
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($) |
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($)(3) |
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$(4) |
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($)(5)(6) |
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Total ($) |
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Lonnie J. Stout II |
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2007 |
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364,250 |
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0 |
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0 |
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132,100 |
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0 |
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146,772 |
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643,122 |
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Chairman, |
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2006 |
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351,900 |
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0 |
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0 |
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0 |
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123,165 |
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172,812 |
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647,877 |
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President, Chief
Executive Officer
and Director |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R. Gregory Lewis |
|
|
2007 |
|
|
|
189,850 |
|
|
|
0 |
|
|
|
0 |
|
|
|
16,705 |
|
|
|
0 |
|
|
|
63,199 |
|
|
|
269,754 |
|
Vice President, |
|
|
2006 |
|
|
|
177,600 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
53,280 |
|
|
|
53,767 |
|
|
|
284,647 |
|
Chief Financial
Officer and
Secretary |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J. Michael Moore |
|
|
2007 |
|
|
|
150,050 |
|
|
|
0 |
|
|
|
0 |
|
|
|
13,364 |
|
|
|
0 |
|
|
|
49,782 |
|
|
|
213,196 |
|
Vice President, |
|
|
2006 |
|
|
|
141,800 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
35,450 |
|
|
|
48,443 |
|
|
|
225,693 |
|
Human Resources and
Administration |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Amounts shown are not reduced to reflect the Named Officers contributions to the Companys
401(k) plan. Amounts shown are amounts actually paid to the Named Officer during the year. |
|
(2) |
|
Cash bonuses paid to each Named Officer with respect to the 2006 and 2007 fiscal years are
reflected under Non-Equity Incentive Plan Compensation. |
|
(3) |
|
Represents amount of expense recognized for financial statement reporting purposes with
respect to the indicated fiscal year in accordance with Statement of Financial Accounting
Standards No. 123 (revised 2004), Share-Based Payment (SFAS 123R). For purposes of this
calculation, the estimate of forfeitures related to service-based vesting conditions has been
disregarded. |
|
(4) |
|
Amounts shown represent amounts earned in 2006 and 2007 and paid under the Companys Cash
Incentive Performance Program. |
|
(5) |
|
Amounts shown reflect the value to each of the Named Officers of: the expense recognized by
the Company relating to the vested benefit under their Salary Continuation Agreement, imputed
interest in the Companys Stock Loan Program, contributions allocated by the Company pursuant
to the 401(k) plan and the Employee Stock Ownership Plan, an auto allowance, reimbursements
for certain auto-related expenses, the Companys payment of employee medical insurance
contributions, payments received under a supplemental medical reimbursement insurance plan,
payments of supplemental disability insurance premiums, tax preparation and planning services
and certain other modest benefits. |
11
|
|
|
(6) |
|
The following table details for each Named Officer the expense recognized by the Company over
the last two fiscal years relating to the vested Salary Continuation Agreement benefit. |
|
|
|
|
|
Expense Recognized Relating to the Vested Benefit |
|
|
Under the Salary Continuation Agreement |
Name |
|
($) |
Lonnie J. Stout II
|
|
119,880 (2007)
135,821 (2006) |
|
|
|
R. Gregory Lewis
|
|
39,851 (2007)
26,220 (2006) |
|
|
|
J. Michael Moore
|
|
23,156 (2007)
19,520 (2006) |
NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE
Compensation Philosophy. The Companys executive compensation program is administered by the
Compensation/Stock Option Committee (the Committee) and compensates management through a
combination of base salary, annual incentives and long-term incentives. The goal of the executive
compensation program is to attract and retain talent through a mix of short-term and long-term
incentives that reward outstanding Company and individual performance and the creation of
stockholder value. Base salaries are designed to reward the executive officers contributions to
the success of the Company. The Companys incentive compensation, which has historically taken the
form of cash bonuses and stock options, is designed to reward both short-term and long-term
strategic management and align a portion of the incentives of management with the long-term
interest of stockholders.
Base Salary. After consideration of a review of the Chief Executive Officers recommendations
regarding base salaries for the other Named Officers and statistics on inflation rates, the
Committee established base salaries for each of the Named Officers for 2007 as set forth in the
Summary Compensation Table under the heading Salary. These base salaries reflect moderate
increases in the base salaries of each of Messrs. Stout, Lewis and Moore from 2006.
Cash Bonuses. Part of the Companys compensation philosophy is to incentivize its executive
officers using cash bonuses that are tied primarily to Company goals. The Committee has indicated
that it approves the payment of annual cash bonuses, if earned, because the Committee believes they
reward executives for achieving the shorter-term goals of the Company.
All executive officers participate in the Companys Cash Incentive Performance Program (the
CIPP) under which they are eligible to receive a cash bonus based on performance targets in
accordance with the Amended and Restated 2004 Equity Incentive Plan. The amount of the cash bonus
is a percentage of the officers annual base salary. Each participant in the CIPP is assigned an
annual award target expressed as a percentage of the participants base salary. This annual award
target is generally determined based on the ability he has to influence profitability, meet the
Companys stated objectives of operational excellence and ensure the integrity of the Companys
financial statements and reputation of the Company in the business community. In addition, the
Committee has the authority to modify the annual award target based on its assessment of the
individuals performance.
12
In order to be eligible for an annual award, the participant must exhibit compliance with the
Companys policies and procedures, be committed to the Companys mission and value standards, and
uphold the Companys code of conduct at all times. If the Committee determines that any
participant has not met these standards during the fiscal year, such participant may not be
eligible for an incentive award.
The CIPP is designed to provide 100% of a participants annual award target for achieving
targeted performance, 50% of a participants annual award target for achieving a minimum acceptable
(threshold) level of performance, and up to a maximum of 200% of a participants annual award
target for achieving maximum performance, but subject to a maximum payment of 100% of base salary.
Payouts between the threshold and maximum amounts are calculated by the Committee following its
consideration of guidelines provided by management. However, the Committee at its sole discretion
may use its own interpolations. No payments will be made for performance below the threshold
level, and no payments will be made in excess of 100% of a participants base salary. The bonus
performance targets for 2006 and 2007 were calculated based on the Company achieving specified
levels of earnings before net interest expense, income taxes, depreciation, amortization,
pre-opening expense and stock-based compensation expense for the year (the Adjusted EBITDA).
Because the Companys performance for 2006 exceeded the performance target, the Named Officers
were awarded the cash bonuses reflected on the Summary Compensation Table under the heading
Non-Equity Incentive Plan Compensation, which represented the full bonus for target performance.
However, the Named Officers were not awarded any cash bonuses for 2007 because the Companys
performance was below the threshold level.
Equity-Based Incentive Compensation. The Company has historically awarded non-qualified or
incentive stock options to its executive officers under stockholder-approved plans on a periodic
basis. The Committee has indicated that it awards stock options because it believes that stock
options closely align employees interests with those of other stockholders because when the price
of the Companys stock increases from the price on the date of grant, the employee realizes value
commensurate with increases to stockholder value generally.
Stock options generally are granted to all officers and other key employees, have a ten-year
term and an exercise price equal to or greater than the closing market price of the shares on the
date of grant. The number of options granted is based on the consideration of market data for
comparable positions in both general and the restaurant industries and is also based on the
Committees conclusions on the sufficiency of the Companys cash compensation and other benefits
available to officers. Because the Committee has indicated that it believes a larger portion of
more senior executives compensation should be tied to the Companys performance, a larger number
of options are granted to the more senior executive officers, decreasing incrementally based on
position. No stock options were awarded to the Named Officers in 2006. In 2007, the Company made
two grants of stock options to Mr. Stout. The Committee approved a grant of 50,000 options at an
exercise price of $13.09 per share, the market price of the Companys stock on the grant date. The
Committee also approved a grant of 175,000 options at an exercise price of $15.00 per share.
Additionally the Committee approved grants of 25,000 and 20,000 options at an exercise price of
$13.09 per share (the market prices of the Companys stock on the date of grant) to Messrs. Lewis
and Moore, respectively. All of the options granted to the Named Officers in 2007 vest ratably over
four years and have a seven-year term rather than a ten-year term.
.
13
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
The following table summarizes the number of outstanding equity awards held by each of the
Named Officers as of December 30, 2007.
|
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|
|
|
|
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|
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|
Stock Awards |
|
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Equity |
|
|
Equity |
|
|
|
Option Awards |
|
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|
|
|
|
|
|
|
Incentive |
|
|
Incentive |
|
|
|
|
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|
|
Equity |
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|
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|
|
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Plan |
|
|
Plan Awards: |
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|
|
|
|
|
|
|
|
Incentive Plan |
|
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Awards: |
|
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Market or |
|
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|
Number |
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|
|
|
|
Awards: |
|
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|
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Market |
|
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Number of |
|
|
Payout Value |
|
|
|
of |
|
|
Number of |
|
|
Number of |
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
Value of |
|
|
Unearned |
|
|
of Unearned |
|
|
|
Securities |
|
|
Securities |
|
|
Securities |
|
|
|
|
|
|
|
|
|
|
Shares or |
|
|
Shares or |
|
|
Shares,units |
|
|
Shares, Units |
|
|
|
Underlying |
|
|
Underlying |
|
|
Underlying |
|
|
|
|
|
|
|
|
|
|
Units of |
|
|
Units of |
|
|
or Other |
|
|
or Other |
|
|
|
Unexercised |
|
|
Unexercised |
|
|
Unexercised |
|
|
Option |
|
|
|
|
|
|
Stock That |
|
|
Stock That |
|
|
Rights That |
|
|
Rights That |
|
|
|
Options |
|
|
Options |
|
|
Unearned |
|
|
Exercise |
|
|
Option |
|
|
Have Not |
|
|
Have Not |
|
|
Have Not |
|
|
Have Not |
|
|
|
(#) |
|
|
(#) |
|
|
Options |
|
|
Price |
|
|
Expiration |
|
|
Vested |
|
|
Vested |
|
|
Vested |
|
|
Vested |
|
Name |
|
Exercisable |
|
|
Unexercisable |
|
|
(#) |
|
|
($) |
|
|
Date |
|
|
(#) |
|
|
($) |
|
|
(#) |
|
|
($) |
|
Lonnie J. |
|
|
45,582 |
|
|
|
N/A |
|
|
|
|
|
|
|
2.75 |
|
|
|
9/30/08 |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
Stout II |
|
|
180,000 |
|
|
|
|
|
|
|
|
|
|
|
3.94 |
|
|
|
11/08/09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000 |
|
|
|
|
|
|
|
|
|
|
|
9.50 |
|
|
|
12/21/15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
|
8.22 |
|
|
|
12/21/15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000 |
|
|
|
13.09 |
|
|
|
05/15/14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
175,000 |
|
|
|
15.00 |
|
|
|
05/15/14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R. Gregory
Lewis |
|
|
42,200 |
|
|
|
N/A |
|
|
|
|
|
|
|
2.75 |
|
|
|
09/30/08 |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
|
2.25 |
|
|
|
02/08/11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
|
9.50 |
|
|
|
12/21/15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000 |
|
|
|
|
|
|
|
|
|
|
|
8.22 |
|
|
|
12/21/15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000 |
|
|
|
13.09 |
|
|
|
05/15/14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J. Michael |
|
|
6,000 |
|
|
|
N/A |
|
|
|
|
|
|
|
2.25 |
|
|
|
02/08/11 |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
Moore |
|
|
5,000 |
|
|
|
|
|
|
|
|
|
|
|
4.25 |
|
|
|
07/22/13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
|
9.50 |
|
|
|
12/21/15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000 |
|
|
|
|
|
|
|
|
|
|
|
8.22 |
|
|
|
12/21/15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000 |
|
|
|
13.09 |
|
|
|
05/15/14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
Information about the Companys equity compensation plans at December 30, 2007 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities |
|
|
|
|
|
|
|
|
|
To be Issued upon |
|
|
Weighted Average |
|
|
Number of Securities |
|
|
|
Exercise of Outstanding |
|
|
Exercise Price of |
|
|
Remaining Available for |
|
|
|
Options, Warrants |
|
|
Outstanding Options |
|
|
Future Issuance under |
|
|
|
And Rights |
|
|
Warrants and Rights |
|
|
Equity Compensation Plans(1) |
|
Equity compensation plans approved
by security holders |
|
|
1,067,132 |
|
|
$ |
8.18 |
|
|
|
227,716 |
|
Equity compensation plans not
approved by security holders |
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
1,067,132 |
|
|
$ |
8.18 |
|
|
|
227,716 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes 152,169 shares of Common Stock available to be issued under the Companys Amended
and Restated 2004 Equity Incentive Plan and 75,547 shares available to be issued under the
Companys Employee Stock Purchase Plan. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
Overview
The Company does not have traditional employment agreements with executive officers. The
Company has two types of agreements that impact the potential payments upon termination: a) the
Severance Benefit Agreements and b) the Salary Continuation Agreements. All of the Named Officers
have individual Salary Continuation Agreements with the Company. In addition, Mr. Stout and Mr.
Lewis are each parties to individual Severance Benefits Agreements that provide cash payments in a
lump sum of eighteen months salary. The amounts described below assume that terminations occurred
as of December 30, 2007.
The Salary Continuation Agreements, which may be updated or replaced by new agreements from
time to time, generally provide for a retirement benefit of 50% of the employees salary on the
date of entering the agreement. The retirement benefit is payable over 15 years commencing at age
65. The Salary Continuation Agreements also provide that in the event an employee dies while in the
employ of the Company after entering into a Salary Continuation Agreement but before retirement,
his or her beneficiaries will receive specified benefit payments for a period of ten years, or
until such time as the employee would have attained age 65, whichever period is longer. In
addition, as an alternative to payments on death or retirement at age 65, the Salary Continuation
Agreements provide scheduled vested benefits which are payable to the employee in a lump sum upon
termination of service with the Company for any reason other than death or retirement at age 65.
These amounts are $1,053,015 for Mr. Stout, $342,340 for Mr. Lewis and $114,188 for Mr. Moore.
Directors of the Company who are not also executive officers or employees are not parties to a
Salary Continuation Agreement.
15
The annual benefits payable upon retirement at age 65 for each of Mr. Stout, Mr. Lewis and Mr.
Moore are currently $175,950, $94,925 and $75,025, respectively.
In addition to the payments below, Named Officers are due upon any termination:
|
|
|
accrued but unpaid base salary through the date of termination, |
|
|
|
|
accrued but unpaid vacation pay, |
|
|
|
|
unreimbursed employment related expenses, and |
|
|
|
|
any other benefits owed to the executive under the Companys employee benefit plans or
policies or applicable law. |
The following is a description of the additional benefits payable upon termination under
various circumstances.
Payments Made Upon Termination of a Named Officer by the Company for Cause
Under the Salary Continuation Agreements, each Named Officer would be due a lump sum severance
benefit payable upon the first day of the seventh month following termination of employment. These
amounts are $1,053,015 for Mr. Stout, $342,340 for Mr. Lewis, and $114,188 for Mr. Moore. The
amount of the payments does not vary based on the cause of termination.
Under the Severance Benefit Agreements, Mr. Stout and Mr. Lewis would not be entitled to
additional severance benefits if either were terminated for cause. Under the Severance Benefit
Agreements, the Company will have cause only if termination was the result of an act or acts of
dishonesty by the Named Officer constituting a felony and resulting in or intended to result in
substantial gain or personal enrichment at the expense of the Company.
Payments Made Upon Termination of Named Officer By the Company Without Cause
Under the Salary Continuation Agreements, each Named Officer would be due a lump sum severance
benefit payable upon the first day of the seventh month following termination of employment. These
amounts are $1,053,015 for Mr. Stout, $342,340 for Mr. Lewis and $114,188 for Mr. Moore.
In addition, pursuant to the Severance Benefit Agreements, Mr. Stout and Mr. Lewis would
receive lump sum payments of $546,375 and $284,775, respectively, representing 18 months salary.
Payments Made Upon Resignation of Named Officer for Good Reason
Under the Salary Continuation Agreements, each Named Officer would be due a lump sum severance
benefit payable upon the first day of the seventh month following termination of employment. These
amounts are $1,053,015 for Mr. Stout, $342,340 for Mr. Lewis and $114,188 for Mr. Moore.
Additionally, pursuant to the Severance Benefit Agreements, Mr. Stout and Mr. Lewis would
receive lump sum payments of $546,375 and $284,775, respectively, representing 18 months of their
salaries. Under the Severance Benefit Agreements, Mr. Lewis or Mr. Stout has good reason to
terminate his employment if his present job responsibilities change or there is a decrease in his
compensation or some other economic loss.
16
Payments Made Upon Resignation of Named Officer Without Good Reason
Under the Salary Continuation Agreements, each Named Officer would be due a lump sum severance
benefit payable upon the first day of the seventh month following termination of employment. These
amounts are $1,053,015 for Mr. Stout, $342,340 for Mr. Lewis, and $114,188 for Mr. Moore.
No payments would be made under the Severance Benefits Agreements.
Payments Made Upon Death of a Named Officer
The Salary Continuation Agreements provide that in the event a Named Officer dies while in the
employ of the Company after entering into a Salary Continuation Agreement but before retirement,
his or her beneficiaries will receive specified annual benefit payments for a period of ten years
or until such time as the employee would have attained age 65, whichever period is longer. The
annual salary benefits for the first full year following the death of Mr. Stout, Mr. Lewis, or Mr.
Moore are $351,900, $189,850 and $150,050, respectively. The annual benefits after the first year
for the beneficiaries of Mr. Stout, Mr. Lewis and Mr. Moore are $175,950, $94,925 and $75,025,
respectively.
Payments Made Upon Disability of a Named Officer
Under the Salary Continuation Agreements, each Named Officer would be due a lump sum severance
benefit payable upon the first day of the seventh month following termination of employment because
of disability. These amounts are $1,053,015 for Mr. Stout, $342,340 for Mr. Lewis and $114,188 for
Mr. Moore.
Payments Made Upon Retirement of a Named Officer
The Salary Continuation Agreements generally provide for a retirement benefit of 50% of the
employees salary on the date of entering into the agreement. No benefit would have been payable to
any of the Named Officers in connection with the retirement feature of the agreements if
termination occurred on December 30, 2007, as none of the officers had reached age 65. The
retirement benefit is payable over 15 years commencing in the seventh month following retirement on
or after the date on which the employee attains age 65. The annual benefits payable upon retirement
at age 65 for each of Mr. Stout, Mr. Lewis and Mr. Moore are currently $175,950, $94,925 and
$75,025, respectively.
Payments Made Upon a Change in Control
No additional payments will be made upon a change of control based on current benefit
arrangements.
17
DIRECTOR COMPENSATION
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|
Fees Earned or |
|
Stock |
|
Option |
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|
|
Paid in Cash |
|
Awards |
|
Awards |
|
Total |
Name |
|
($)(1) |
|
($) |
|
($)(2) |
|
($) |
E. Townes Duncan
|
|
|
28,500 |
|
|
|
0 |
|
|
|
4,605 |
|
|
|
33,105 |
|
Garland G. Fritts
|
|
|
40,500 |
|
|
|
0 |
|
|
|
4,605 |
|
|
|
45,105 |
|
Brenda B. Rector
|
|
|
40,500 |
|
|
|
0 |
|
|
|
4,605 |
|
|
|
45,105 |
|
J. Bradbury Reed
|
|
|
22,500 |
|
|
|
0 |
|
|
|
4,605 |
|
|
|
27,105 |
|
Joseph N. Steakley
|
|
|
40,500 |
|
|
|
0 |
|
|
|
4,605 |
|
|
|
45,105 |
|
|
|
|
(1) |
|
As described below in the narrative, amounts represent cash payments made for a $1,250
monthly retainer fee paid to each non-employee director plus a $1,500 fee for each Board or
Committee meeting that a non-employee director attends. |
|
(2) |
|
Represents the portion of the total value of option awards to non-employee directors
recognized as expense during 2007 for financial accounting purposes under SFAS 123R. The grant
date fair value for options granted in 2007 was $4,910 for each non-employee director. |
The above table reflects fees paid in cash in 2007 and the portion of the total value of
option awards to non-employee directors recognized as expense during 2007 for financial accounting
purposes under SFAS 123R. Currently each director who is not an employee of the Company receives a
monthly fee of $1,250 plus a fee of $1,500 for each attended meeting of the Board or any Committee
of which he or she is a member. These levels of compensation are applicable to 2007 and 2008.
Each director who is not also an employee of the Company is eligible for grants of
non-qualified stock options under the Amended and Restated 2004 Equity Incentive Plan. Generally,
directors who are not employees of the Company have been awarded options to purchase 10,000 shares
of Common Stock upon joining the Board and options to purchase 1,000 shares of Common Stock for
each succeeding year of service, with the exercise price equal to the fair market value of the
Common Stock on the date of grant. Pursuant to the terms of the Amended and Restated 2004 Equity
Incentive Plan, no non-employee director is eligible for a grant of incentive stock options under
the Plan.
18
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
It is the practice of the Company that the terms and conditions of any related party
transaction are subject to the review and approval of the Audit Committee.
E. Townes Duncan, a director of the Company, is the chief executive officer of Solidus General
Partner, LLC which is the general partner of Solidus, the Companys largest shareholder. Pursuant
to a Stock Purchase and Standstill Agreement Agreement between Solidus, LLC (a predecessor to
Solidus) and the Company dated March 22, 1999, Solidus purchased 1,086,266 shares of Common Stock
for $3.75 per share, for an aggregate purchase price of $4,073,497.50 and agreed to certain
restrictions on its ownership for seven years, including restrictions on its ability to sell Common
Stock or hold more than 33% of the Common Stock. Solidus also agreed it would not exercise rights
attributable to the 1,086,266 shares of Common Stock purchased on March 22, 1999, during the
Companys rights offering in 1999.
The Stock Purchase and Standstill Agreement was scheduled to expire on March 22, 2006. The
Company and Solidus Company (also a predecessor to Solidus) entered into an Amended and Restated
Standstill Agreement dated July 31, 2005 (Standstill Agreement) that replaces the former Stock
Purchase and Standstill Agreement. In the Standstill Agreement, the former restrictions were
continued and Solidus agreed that (i) Solidus and its affiliates would not acquire or hold more
than 33% of the Companys Common Stock; (ii) Solidus and its affiliates would not solicit proxies
for a vote of the shareholders of the Company; (iii) Solidus, any successor investment partnerships
and owners of Solidus receiving distributions of shares of Common Stock, would not sell the
Companys Common Stock, except to the Company, a person, entity or group approved by the Company or
to an affiliate of Solidus, or as otherwise noted below; and (iv) the above restrictions on
ownership and ability to solicit proxies would terminate in the event of certain tender offers or
exchange offers, a notice filing with the Department of Justice relating to the acquisition by a
third party of more than 15% of the outstanding Common Stock or with the Commission relating to the
acquisition by a third party of more than 10% of the outstanding Common Stock, the Companys
proposing or approving a merger or other business combination, or a change to a majority of the
Companys Board of Directors over a two-year period.
The restrictions will be extended quarterly or annually up to December, 2009, at the election
of the Company, as long as the Company on a quarterly basis, declares and pays beginning before
January 15, 2006, minimum cash dividends on its Common Stock, payable to all shareholders of the
Company, of at least $0.025 per share per quarter or, at its election, on an annual basis pays
aggregate dividends of $0.10 per share per twelve-month period. The minimum dividend payable to
effect an extension of the restrictions will be adjusted proportionately in the event of a stock
split or stock dividend or certain other corporate transactions. On January 15, 2008, the Company
paid a cash dividend of $0.10 per share to all shareholders of the Company which was sufficient to
extend the Standstill Agreement restrictions until January 15, 2009.
In addition, the Company agreed, beginning December 1, 2006, to allow Solidus and an
affiliated partnership to sell, free of restrictions in the Standstill Agreement, up to 106,000
shares of Common Stock each year, and, if all such shares are not sold by November 30 of the
following year, Solidus may sell those shares during the remaining term of the Standstill
Agreement. The Standstill Agreement also extended a 2003 arrangement whereby the Company authorized
Solidus to pledge the Common Stock of the Company owned by it as collateral security for the
payment and performance of Solidus obligations under a credit agreement with a bank. In the event
that Solidus defaults on its obligations to the bank, and such default results in the need to
liquidate the related collateral, the bank is required to give the Company written notice of the
number of shares it intends to sell and the price at which such shares are to be sold. The Company
has the exclusive right within the first 30 days subsequent to receipt of such written notice to
purchase all or any portion of the shares subject to sale and, should the Company
19
decline to purchase any of the applicable shares, the bank may sell such shares over the ensuing 50
days on terms no more favorable than the terms stated in the written notice referred to above.
The Standstill Agreement was unanimously approved on behalf of the Company by the Audit
Committee of the Board of Directors, which is composed of three members, all of whom are
independent directors for purposes of considering a conflict of interest transaction under
Tennessee corporate law and approving the transaction on behalf of the Board of Directors.
Mr. Reed is an attorney associated with the law firm of Bass, Berry & Sims PLC and has served
in various capacities with that firm since 1964. Bass, Berry & Sims PLC has served as the
Companys outside general counsel since the Companys organization in 1971. In 2008, Mr. Reed was
employed by Solidus to assist with its public securities investments, excluding its investment in
the Company.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Companys executive officers and directors, and
persons who own more than 10% of a registered class of the Companys equity securities, to file
reports of ownership and changes in ownership with the Commission and AMEX. Executive officers,
directors and greater than 10% shareholders are required by regulation of the Commission to furnish
the Company with copies of all Section 16(a) forms they file.
Based solely on a review of the Forms 3, 4 and 5 and amendments thereto and certain written
representations furnished to the Company, the Company believes that during the fiscal year ended
December 30, 2007, its executive officers and directors complied with all applicable filing
requirements.
RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
KPMG LLP (KPMG) has been appointed to serve as the Companys independent registered public
accounting firm for fiscal 2008 and served as the Companys independent registered public
accounting firm for the year ended December 30, 2007.
The Company has been informed that representatives of KPMG plan to attend the Annual Meeting.
Such representatives will have the opportunity to make a statement if they desire to do so and will
be available to respond to shareholders questions.
Audit Fees. The aggregate fees billed to the Company by KPMG during 2007 for professional
services rendered for the audit of the Companys annual financial statements, for the reviews of
the financial statements included in the quarterly reports on Form 10-Q and services that are
normally provided by the independent registered public accounting firm in connection with statutory
and regulatory filings totaled $200,000. The aggregate fees billed to the Company by KPMG during
2006 for professional services rendered for the audit of the Companys annual financial statements,
for the reviews of the financial statements included in the quarterly reports on Form 10-Q and
services that are normally provided by the independent registered public accounting firm in
connection with statutory and regulatory filings totaled $162,500.
Audit-Related Fees. KPMG billed $4,150 in connection with the review of the Companys Form
S-8 which was filed with the SEC in May of 2007.
Tax Fees. None.
20
All Other Fees. None.
All audit-related services, tax services and other services for 2006 and 2007 were
pre-approved by the Audit Committee, except for fees approved in advance by the Audit Committee
chair and disclosed to and ratified by the Audit Committee pursuant to the Committees pre-approval
policy for non-audit services. The Audit Committee concluded that the provision of such services
by KPMG was compatible with the maintenance of such firms independence in the conduct of its
auditing function.
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors is comprised of three non-employee directors and
operates under a written charter. The Restated Audit Committee Charter is posted on the Companys
website at www.jalexanders.com. The Audit Committee is comprised of Joseph N. Steakley (Chairman),
Brenda B. Rector and Garland G. Fritts, each of whom is independent under the rules of the American
Stock Exchange and applicable Securities and Exchange Commission regulations. The Board of
Directors has determined that each of Joseph N. Steakley and Brenda B. Rector is an audit
committee financial expert as defined by the Securities and Exchange Commission, and that each of
them is independent as that term is used in item 7(d)(3)(iv) of Schedule 14A of the Securities
Exchange Act. During 2007, the Audit Committee met eight times.
The primary purpose of the Audit Committee is to assist the Board of Directors in fulfilling
its responsibility to oversee (i) the integrity of the financial statements of the Company, (ii)
the Companys compliance with legal and regulatory requirements, (iii) the independent registered
public accounting firms qualifications and independence, and (iv) the performance of the Companys
independent registered public accounting firm. The Audit Committee is directly responsible for the
appointment, compensation and oversight of the work of the independent registered public accounting
firm. The independent registered public accounting firm reports directly to the Audit Committee.
Management has the primary responsibility for the financial statements and the reporting process,
including internal control over financial reporting. The Companys independent registered public
accounting firm is responsible for planning and carrying out proper annual audits and quarterly
reviews of the Companys financial statements in accordance with standards established by the
Public Company Accounting Oversight Board (United States) and expressing an opinion on the
conformity of the Companys audited financial statements with U.S. generally accepted accounting
principles.
In the performance of its oversight function, the Audit Committee has reviewed and discussed
the audited financial statements with management and the independent registered public accounting
firm. The Audit Committee has discussed with the independent registered public accounting firm the
matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with
Audit Committees), as amended by Statement on Auditing Standards No. 90 (Audit Committee
Communications). In addition, the Audit Committee has received from the independent registered
public accounting firm the written disclosures required by Independence Standards Board No. 1
(Independence Discussions with Audit Committees) and discussed with them its independence from the
Company and its management. The Audit Committee has considered whether the independent registered
public accounting firms provision of non-audit services to the Company is compatible with the
independent registered public accounting firms independence.
The Audit Committee discussed with the Companys independent registered public accounting firm
the overall scope and plans for its audit. The Audit Committee meets with the independent
registered public accounting firm, with and without management present, to discuss the results of
its audit and the evaluations of the Companys internal control over financial reporting.
21
In reliance on the reviews and discussions referred to above, the Audit Committee recommended
to the Board of Directors that the audited financial statements be included in the Companys Annual
Report on Form 10-K for the year ended December 30, 2007, for filing with the Securities and
Exchange Commission.
Respectfully submitted,
Joseph N. Steakley (Chair)
Garland G. Fritts
Brenda B. Rector
The foregoing report of the Audit Committee shall not be deemed incorporated by reference by
any general statement incorporating by reference the Proxy Statement into any filing under the
Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the
Company specifically incorporates this information by reference, and shall not otherwise be deemed
filed under such acts.
DEADLINE FOR SUBMISSION OF SHAREHOLDER PROPOSALS TO BE
PRESENTED AT THE 2009 ANNUAL MEETING OF SHAREHOLDERS
Any proposal intended to be presented for action at the 2009 Annual Meeting of Shareholders by
any shareholder of the Company must be received by the Secretary of the Company not later than
December 12, 2008, in order for such proposal to be considered for inclusion in the Companys Proxy
Statement and proxy relating to its 2009 Annual Meeting of Shareholders. Nothing in this paragraph
shall be deemed to require the Company to include any shareholder proposal that does not meet all
the Commissions requirements for inclusion in effect at the time.
For other shareholder proposals to be timely (but not considered for inclusion in the
Companys Proxy Statement), a shareholders notice must be received by the Secretary of the Company
not less than 75 days nor more than 90 days prior to April 11, 2009. For proposals that are not
timely filed, the Company retains discretion to vote proxies it receives. For proposals that are
timely filed, the Company retains discretion to vote proxies it receives provided (1) it includes
in the Proxy Statement advice on the nature of the proposal and how the Company intends to exercise
its voting discretion and (2) the proponent does not issue a proxy statement.
METHOD OF COUNTING VOTES
Unless a contrary choice is indicated, all duly executed proxies will be voted in accordance
with the instructions set forth on the proxy card. A broker non-vote occurs when a broker holding
shares registered in street name is permitted to vote, in the brokers discretion, on routine
matters without receiving instructions from the client, but is not permitted to vote without
instructions on non-routine matters, and the broker returns a proxy card with no vote (the
non-vote) on the non-routine matter. Under the rules and regulations of the primary trading
markets applicable to most brokers, the election of directors is a routine matter on which a broker
has the discretion to vote if instructions are not received from the client in a timely manner.
Abstentions and broker non-votes will be counted as present for purposes of determining the
existence of a quorum. Directors will be elected by a plurality of the votes cast in the election
by the holders of the Common Stock represented and entitled to vote at the Annual Meeting.
Abstentions and broker non-votes will not be counted as votes for or against any director nominee.
Any other matters that may properly come before the meeting or any adjournment thereof shall be
approved by the affirmative vote of a majority of the votes cast by holders of Common Stock
represented and entitled to vote at the Annual Meeting, and abstentions and non-votes will have no
effect on the outcome of the vote.
22
MISCELLANEOUS
In certain instances, one copy of the Companys Annual Report or Proxy Statement may be
delivered to two or more shareholders who share an address. The Company will deliver promptly upon
written or oral request a separate copy of the Annual Report or Proxy Statement, to a shareholder
at a shared address to which a single copy of the documents was delivered. Conversely,
shareholders sharing an address who are receiving multiple copies of Annual Reports or Proxy
Statements may request delivery of a single copy.
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Requests should be addressed to:
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R. Gregory Lewis |
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Secretary |
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J. Alexanders Corporation |
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3401 West End Avenue, Suite 260 |
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P. O. Box 24300 |
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Nashville, Tennessee 37202 |
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(615) 269-1900 |
A copy of the Companys Annual Report is being mailed to shareholders concurrently with the
mailing of this Proxy Statement. It is important that proxies be returned promptly to avoid
unnecessary expense. Therefore, shareholders who do not expect to attend in person are urged,
regardless of the number of shares of stock owned, to date, sign and return the enclosed proxy
promptly or follow the instructions on the proxy card to vote by telephone or the Internet.
A COPY OF THE COMPANYS ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 30, 2007 MAY BE
OBTAINED, WITHOUT CHARGE, BY ANY SHAREHOLDER TO WHOM THIS PROXY STATEMENT IS SENT, UPON WRITTEN
REQUEST TO R. GREGORY LEWIS, SECRETARY, J. ALEXANDERS CORPORATION, P.O. BOX 24300, NASHVILLE,
TENNESSEE 37202.
Date: April 11, 2008
23
Page Intentionally Left Blank
24
Appendix A
J. Alexanders Corporation
Restated Audit Committee Charter
Organization
This charter governs the operations of the audit committee (the committee) of J. Alexanders
Corporation (the Company). The committee shall review and reassess the charter at least annually
and obtain the approval of the board of directors for any changes. The committee shall be
appointed by the board of directors (the Board) and shall be comprised of at least three
directors, and the committees members will meet the independence, experience and other
requirements of the American Stock Exchange (AMEX), Section 10A(m)(3) of the Securities Exchange
Act of 1934 (the Exchange Act) and rules and regulations of the Securities and Exchange
Commission (SEC Rules).
The Board will appoint annually the members of the committee and shall seek the Boards
determination as to whether the committee has an audit committee financial expert as defined by
SEC Rules and whether such expert is independent from management as defined in Schedule 14A of
the SEC Rules. Each member shall be able to read and understand fundamental financial statements,
including the Companys balance sheet, income statement and cash flow statement. Additionally, at
least one member must have accounting or related financial management expertise as determined by
the Board in its business judgment.
Meetings And Procedures
The committee shall meet as often as it determines, but not less frequently than quarterly. The
committee may request any officer or employee of the Company or the Companys outside counsel or
independent auditor, or any other persons whose presence the committee believes to be necessary or
appropriate, to attend a meeting of the committee or to meet with any members of, or advisors to,
the committee.
The committee may retain any independent counsel, experts or advisors (accounting, financial or
otherwise) that the committee believes to be necessary or appropriate. The committee may also
utilize the services of the Companys regular counsel or other advisors to the Company. The
Company shall provide for appropriate funding, as determined by the committee, for payment of
compensation to the independent auditor for the purpose of rendering or issuing an audit report, or
performing other audit, review or attest services for the Company; compensation to any advisors
employed by the committee; and ordinary administrative expenses of the committee that are necessary
or appropriate in carrying out its duties.
In discharging its duties and responsibilities, the committee is authorized to investigate any
matter within the scope of its duties and responsibilities or as otherwise delegated by the Board,
with full access to all books, records and personnel of the Company.
25
Statement of Policy
The audit committee shall provide assistance to the board of directors in fulfilling their
oversight responsibility to the shareholders, potential shareholders, the investment community, and
others relating to the Companys financial statements and the financial reporting process, the
systems of internal accounting and financial controls, the annual independent audit of the
Companys financial statements, and the legal compliance and ethics programs as established by
management and the board. In so doing, it is the responsibility of the committee to maintain free
and open communication between the committee, its independent auditor, and management of the
Company.
Responsibilities and Processes
The primary responsibility of the committee is to oversee the financial reporting process of the
Company and the audits of the financial statements of the Company. Management is responsible for
preparing the Companys financial statements, and the independent auditor is responsible for
auditing those financial statements. The committee recognizes that the Companys financial
management, as well as the independent auditor, have more knowledge and more detailed information
regarding the Company and its financial reports than do committee members; consequently, in
carrying out its duties and responsibilities, the committee, including any person designated as the
audit committee financial expert, is not providing any expert or special assurance as to accuracy
or completeness of the Companys financial statements or any professional certification as to the
independent auditors work, and is not conducting an audit or investigation of the financial
statements nor determining that the financial statements are true and complete or have been
prepared in accordance with generally accepted accounting principles (GAAP) and SEC Rules.
Furthermore, the committee in carrying out its responsibilities believes its policies and
procedures should remain flexible, in order to best react to changing conditions and circumstances.
The committee should take the appropriate actions to set the overall corporate tone for quality
financial reporting, sound business risk practices, and ethical behavior. In addition, the
committee shall make regular reports to the Board and shall prepare the report required by the SEC
Rules to be included in the Companys annual proxy statement.
The following shall be the principal recurring processes of the committee in carrying out its
oversight responsibilities. The processes are set forth as a guide with the understanding that the
committee may supplement them as appropriate.
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The committee shall have the sole authority to appoint or replace the independent auditor.
The committee shall be directly responsible for the compensation and oversight of the work of
the independent auditor (including resolution of disagreements between management and the
independent auditor regarding financial reporting) for the purpose of preparing or issuing an
audit report or related work or performing other audit, review or attest services for the
Company. The independent auditor shall report directly to the committee. |
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The committee shall pre-approve all auditing services and permitted non-audit services
(including the fees and terms thereof) to be performed for the Company by its independent
auditor, subject to the de minimus exceptions for non-audit services in accordance with
Section 10A(i)(1)(B) of the Exchange Act which are approved by the committee prior to the
completion of the audit. Approval by the committee of a non-audit service shall be disclosed
in the reports filed by the Company with the SEC or otherwise as required by law and SEC
Rules. Committee pre-approval of audit and non-audit services will not be required if the
engagement for the services is entered into pursuant to pre-approval policies and procedures
established by the committee regarding the Companys engagement of the independent auditor,
provided the policies and procedures are detailed as to the particular services, the committee
is informed of each service provided and such policies and procedures do not include
delegation of the committees responsibilities under the Exchange Act to the Companys
management. The committee may delegate to one or more designated committee members the |
26
authority to grant pre-approvals of audit and permitted non-audit services, provided that any
decisions to pre-approve shall be presented to the full committee at its next scheduled meeting.
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The committee shall discuss with the independent auditor the overall scope and plans for
its audits, including the adequacy of staffing and compensation. Also, the committee shall
discuss with management and the independent auditor the adequacy and effectiveness of the
accounting and financial controls and the Companys major financial risk exposures (including
the Companys system to monitor and manage such exposures), and its policies with respect to
risk assessment and risk management, including business risk, and legal and ethical compliance
programs. Further, the committee shall meet with the independent auditor, with and without
management present, to discuss the results of its examinations. |
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The committee shall review and discuss with management and the independent auditor the
annual audited and quarterly unaudited financial statements, and the Companys disclosures
under Managements Discussion and Analysis of Financial Condition and Results of Operations
provided on Form 10-Q and Form 10-K. The review and discussion of the financial statements
and the matters covered in the independent auditors report, if applicable, shall occur prior
to the public release of such financial statements and the review and discussion of the
related disclosure, including the Managements Discussion and Analysis of Financial Condition
and Results of Operations, shall occur prior to the filing of the Form 10-Q or Form 10-K.
The committee shall review and discuss with management and the independent auditor material
related party transactions as defined in the Statement of Financial Accounting Standards No.
57 and other accounting and regulatory pronouncements. The committee also shall review and
discuss with the independent auditor the matters required to be discussed by Statement of
Auditing Standards No. 61, as may be modified or supplemented. Based on such review and
discussion, and based on the disclosures received from, and discussions with, the independent
auditor regarding its independence as provided for below, the committee shall consider whether
to recommend to the Board that the audited financial statements be included in the Companys
Annual Report on Form 10-K. |
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The committee shall review and discuss with the independent auditor prior to the filing of
the Annual Report on Form 10-K the report that such auditor is required to make to the
committee regarding: (A) all accounting policies and practices to be used that the
independent auditor identifies as critical; (B) all alternative treatments within GAAP for
policies and practices related to material items that have been discussed among management and
the independent auditor, including the ramifications of the use of such alternative
disclosures and treatments, and the treatment preferred by the independent auditor; and (C)
all other material written communications between the independent auditor and management of
the Company, such as any management letter, management representation letter, reports on
observations and recommendations on internal controls, independent auditors engagement
letter, independent auditors independence letter and schedule of unadjusted audit
differences, if any. |
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The committee shall discuss with management and the independent auditor: (A) major issues
regarding accounting principles and financial statement presentations, including any
significant changes in the Companys selection or application of accounting principles, any
major issues as to the adequacy of the Companys internal controls and any special steps
adopted in light of material control deficiencies; and (B) analyses prepared by management
and/or the independent auditor setting forth significant financial reporting issues and
judgments made in connection with the preparation of the Companys financial statements. The
committee shall discuss with management and the independent auditor the effect of regulatory
and accounting initiatives, as well as off-balance sheet structures, on the Companys
financial statements. |
27
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The committee shall discuss earnings press releases, including the use of pro forma or
adjusted non-GAAP information. The committee shall also discuss generally the financial
information and earnings guidance which has been or will be provided to analysts and rating
agencies. |
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The committee shall regularly review with the independent auditor any difficulties the
independent auditor encountered during the course of the audit work, including any
restrictions on the scope of activities or access to requested information or any significant
disagreements with management and managements responses to such matters. In this connection,
among the items that the committee may review with the independent auditor are: (A) any
unadjusted audit differences; (B) any communications between the audit team and the
independent auditors national office respecting auditing or accounting issues presented by
the engagement; and (C) any management or internal control letter issued or proposed to be
issued by the independent auditor to the Company. |
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The committee shall: |
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- |
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evaluate the independent auditors qualifications, performance and
independence, including the review and evaluation of the lead partner of the audit
engagement team, taking into account the opinions of management and present its
conclusions to the Board; |
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- |
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ensure the rotation of the lead audit partner of the independent auditor and
audit engagement team partners as required by SEC Rules and consider whether there
should be regular rotation of the audit firm itself; |
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- |
|
receive from the independent auditor annually a formal written statement
delineating all relationships between the independent auditor and the Company
consistent with Independence Standards Board Standard No. 1, as may be modified or
supplemented by such other standards as may be set by law or regulation or the AMEX
Company Guide or the Public Company Accounting Oversight Board; |
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- |
|
discuss with the independent auditor in an active dialogue any such disclosed
relationships or services and their impact on the independent auditors objectivity and
independence and present to the Board its conclusion with respect to the independence
of the independent auditor; |
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obtain and review, at least annually, a report by the independent auditor
describing the auditing firms internal quality control procedures and any material
issues raised by its most recent internal quality control review or peer review, or by
any inquiry or investigation by governmental or professional authority, within the
preceding five years, respecting one or more independent audits carried out by the
auditing firm and any steps taken to deal with any such issues; and |
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- |
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establish hiring policies regarding employees and former employees of the
Companys independent auditor. |
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The committee shall establish procedures for the receipt, retention and treatment of
complaints regarding accounting, internal accounting controls, or auditing matters and for the
confidential, anonymous submission by employees of concerns regarding questionable accounting
or auditing matters. |
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The committee shall receive reports from the principal executive or financial officers of
the Company regarding their evaluation of the effectiveness of the Companys disclosure
controls and procedures and the Companys |
28
internal control over financial reporting; regarding all significant deficiencies in the design
or operation of internal control over financial reporting which could adversely affect the
Companys ability to record, process, summarize or report financial data and whether they have
identified for the independent auditor any material weakness in internal controls; regarding any
fraud, whether or not material, that involves management or other employees who have a
significant role in the Companys internal control over financial reporting; and regarding
whether there were significant changes in internal control over financial reporting or in other
factors that could significantly affect internal control over financial reporting subsequent to
the date of their evaluation, including corrective actions with regard to significant
deficiencies or material weaknesses.
29
J.
ALEXANDERS CORPORATION
EMPLOYEE
STOCK OWNERSHIP PLAN PARTICIPANT VOTING INSTRUCTION
FORM
This Voting
Instruction Form is tendered to direct Independence Trust
Company, (the Trustee), as Trustee of the
J. Alexanders Corporation Employee Stock Ownership
Plan (ESOP), as to the manner in which all allocated
shares in the ESOP account of the undersigned (the Voting
Shares) shall be voted at the Annual Meeting of
Shareholders (the Annual Meeting) to be held at
Loews Vanderbilt Hotel, 2100 West End Avenue, Nashville,
Tennessee 37203 on Tuesday, May 13, 2008, at 10:00 a.m.,
local time, and any adjournments or postponements thereof.
The undersigned
hereby directs the Trustee to vote all Voting Shares of the
undersigned as shown below on this Voting Instruction Form at
the Annual Meeting.
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(1)
|
Election of
Directors: The Board of Directors recommends a Vote FOR
all the nominees listed.
|
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|
|
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o
|
FOR
all of the following nominees (except as indicated to the
contrary below):
|
T.
Duncan, G. Fritts, B. Rector, B. Reed, J. Steakley and L. Stout
II.
To
withhold authority to vote for any individual nominee, please
print name or names below:
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|
o
|
WITHHOLD
AUTHORITY
to
vote for all nominees.
|
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(2)
|
And in the
Trustees discretion, the Trustee is entitled to act on any
other matter which may properly come before said meeting or any
adjournment thereof.
|
(Continued
and to be signed on reverse side)
(Continued
from other side)
IMPORTANT: Please
mark, date and sign this Voting Instruction Form
and
return it to the Trustee of the J. Alexanders Corporation
Employee Stock Ownership Plan, Independence Trust Company, PO
Box 682188, Franklin, Tennessee 37068-2188 by May 8, 2008.
A stamped and
addressed envelope is enclosed for your convenience. Your
Voting Instruction Form must be received by the Trustee by
May 8, 2008.
Your shares will be
voted by the Trustee in accordance with your instructions. If no
choice is specified, your shares will be voted FOR the
nominees in the election of directors.
PLEASE
SIGN, DATE AND RETURN PROMPTLY
Date:
, 2008
Please
sign exactly as your name appears at left. If registered in the
names of two or more persons, each should sign. Executors,
administrators, trustees, guardians, attorneys, and corporate
officers should show their full titles.
If
your address has changed, please PRINT your new address on this
line.
NNNNNNNNNNNNNNN C123456789 |
000004 000000000.000000 ext 000000000.000000
ext 000000000.000000 ext 000000000.000000
ext |
MR A SAMPLE
DESIGNATION (IF ANY) 000000000.000000 ext 000000000.000000 ext |
ADD 1 Electronic Voting Instructions
ADD 2
ADD 3 You can vote by Internet or telephone! ADD 4 Available 24 hours a day, 7 days a
week!
ADD 5 Instead of mailing your proxy, you may choose one of the two voting ADD 6 methods
outlined below to vote your proxy. NNNNNNNNN VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on May
13, 2008.
Vote by Internet
· Log on to the Internet and go to www.investorvote.com/tickersymbol
· Follow the steps outlined on the secured website.
Vote by telephone
· Call toll free 1-800-652-VOTE (8683) within the United States, Canada & Puerto Rico any time on a
touch tone telephone. There is NO CHARGE to you for the call.
Using a black ink pen, mark your votes with an X as shown in X Follow the instructions provided
by the recorded message. this example. Please do not write outside the designated areas.
Annual Meeting Proxy Card 123456 C0123456789 12345 |
3 IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND
RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. 3
A Election of Directors The Board of Directors recommends a vote FOR all the nominees listed. |
1. Nominees: 01 T. Duncan 02 G. Fritts 03 B. Rector
04 B. Reed 05 J. Steakley 06 L. Stout II + |
Mark here to vote FOR all nominees |
Mark here to WITHHOLD vote from all nominees
01 02 03 04 05 06 For All EXCEPT - To withhold a vote for one or more nominees,
mark the box to the left and the corresponding numbered box(es) to the right. |
2. And in their discretion on any other
matter which may properly come before
said meeting or any adjournment or
postponement thereof. |
B Non-Voting Items
Change of Address Please print new address below. |
C Authorized Signatures This section must be completed for your vote to be counted. Date
and Sign Below
Please sign exactly as your name appears above. If registered in the names of two or more
persons, each should sign. Executors, administrators, trustees, guardians, attorneys, and
corporate officers should show their full titles. Date (mm/dd/yyyy) Please print date below.
Signature 1 Please keep signature within the box. Signature 2 Please keep signature within
the box. |
C 1234567890 J N T MR A SAMPLE (THIS AREA IS
SET UP TO ACCOMMODATE
140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND |
NNNNNNN1 U P X 0 1 6 8 7 0 1 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + |
3 IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND
RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. 3
Proxy J. ALEXANDERS CORPORATION |
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON TUESDAY, MAY 13, 2008 |
The undersigned hereby appoints Lonnie J. Stout II and R. Gregory Lewis, and each of them, as
proxies, with full power of substitution, to vote all shares of the undersigned as shown on the
reverse side of this proxy at the Annual Meeting of Shareholders of J. Alexanders Corporation to
be held at Loews Vanderbilt Hotel, 2100 West End Avenue, Nashville, Tennessee, 37203 on Tuesday,
May 13, 2008, at 10:00 a.m., local time, and any adjournments or postponements thereof. If no
choice is specified, your shares will be voted FOR the nominees in the election of directors. |
Regardless of whether you plan to attend the Annual Meeting of Shareholders, you can be sure your
shares are represented at the meeting by promptly returning your proxy in the enclosed envelope. |
PLEASE MARK, SIGN, AND DATE YOUR PROXY ON THE REVERSE SIDE, AND RETURN IT PROMPTLY IN THE
POSTAGE-PAID ENVELOPE PROVIDED OR RETURN IT TO: COMPUTERSHARE INVESTOR SERVICES, PO BOX 43102,
PROVIDENCE, RI 02940-5067. |