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OMB APPROVAL |
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OMB Number:
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3235-0059 |
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Expires:
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14. |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant þ |
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Filed by a Party other than the Registrant
o |
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Check the appropriate box: |
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o Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
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þ Definitive Proxy Statement |
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o Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
(Name
of Registrant as Specified In Its Charter)
Dynamex, Inc.
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
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þ No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11. |
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1) Title of each class of securities to which transaction applies: |
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2) Aggregate number of securities to which transaction applies: |
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): |
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4) Proposed maximum aggregate value of transaction: |
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o Fee paid previously with preliminary materials. |
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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. |
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1) Amount Previously Paid: |
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2) Form, Schedule or Registration Statement No.: |
DYNAMEX INC.
5429 LBJ Freeway, Suite 1000
Dallas, Texas 75240
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 9, 2007
To the Shareholders of DYNAMEX INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Dynamex Inc., a Delaware
corporation, will be held at the offices of the Company, 5429 LBJ Freeway, Suite 900, Dallas, TX
75240, on Tuesday, January 9, 2007, at 10:00 A.M. Dallas time for the following purposes:
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To elect six (6) directors of the Company; |
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To ratify the appointment of BDO Seidman, LLP as independent auditors of the
Company for the year ending July 31, 2007; |
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To transact such other business as may properly come before the Annual Meeting
and any adjournments thereof. |
Only shareholders of record at the close of business on November 14, 2006 are entitled to
notice of, and to vote at, the meeting or any adjournment thereof.
Whether or not you plan to attend the Annual Meeting and regardless of the number of shares
you own, you are requested to sign and return the enclosed proxy card in the enclosed envelope
(which requires no postage if mailed in the United States).
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By Order of the Board of Directors,
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/s/ Wayne Kern
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Wayne Kern |
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Secretary |
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Dallas, Texas
November 17, 2006
1
TABLE OF CONTENTS
DYNAMEX INC.
5429 LBJ Freeway, Suite 1000
Dallas, Texas 75240
PROXY STATEMENT
For
Annual Meeting of Shareholders
To be Held January 9, 2007
This Proxy Statement is furnished to shareholders of Dynamex Inc., a Delaware corporation
(the Company), in connection with the solicitation of proxies by the Board of Directors of the
Company for use at the Annual Meeting of Shareholders to be held on Tuesday, January 9, 2007, and
at any adjournments or postponements thereof.
This Proxy Statement with the accompanying Proxy is first being mailed to shareholders on or
about November 21, 2006. The Companys Annual Report, covering the Companys 2006 fiscal year, is
enclosed herewith but does not form any part of the materials for solicitation of proxies.
ACTIONS TO BE TAKEN AT THE MEETING
At the Annual Meeting, holders of the Companys Common Stock (the Common Stock) will
consider and vote (1) to elect as directors of the Company Messrs. Richard K. McClelland, Kenneth
H. Bishop, Brian J. Hughes, Wayne Kern, Stephen P. Smiley and Bruce E. Ranck, (2) to ratify the
appointment of BDO Seidman, LLP as independent auditors of the Company for the year ending July 31,
2007, and (3) to transact such other business as may properly come before the Annual Meeting.
Only shareholders of record at the close of business on November 14, 2006 (the Record Date)
are entitled to notice of, and to vote at, the Annual Meeting. As of the close of business on the
Record Date, the Company had issued and outstanding, and entitled to vote at the Annual Meeting,
10,600,897 shares of Common Stock. Holders of record of Common Stock are entitled to one vote per
share on the matters to be considered at the Annual Meeting.
The presence, either in person or by properly executed proxy, of the holders of record of a
majority of the voting power entitled to vote at the Annual Meeting is necessary to constitute a
quorum at the Annual Meeting. The election as a director of each nominee set forth above requires
the affirmative vote of the holders of record of a plurality of the shares of Common Stock present
in person or by proxy and entitled to vote on the election of directors at the meeting. The
affirmative vote of the holders of a majority of the outstanding common stock, represented in
person or by proxy, at the Annual Meeting is required to approve the proposal to ratify the
selection of auditors.
The enclosed proxy may be revoked at any time before it is exercised by filing with the
Corporate Secretary an instrument revoking it, by submitting a subsequently dated proxy, or by
appearing at the annual meeting and voting in person. Unless revoked, a properly signed and dated
proxy that is returned will be voted in accordance with the directions thereon. If no instructions
are specified, the shares will be voted for the election of the nominees for Director, and for the
ratification of BDO Seidman, LLP as independent auditors. If any other matter or business is
brought before the meeting, the proxy holders may vote the proxies at their discretion. The
directors do not know of any such other matter or business.
If a shareholder owns shares in street name by a broker, the broker, as the record holder of
the shares, is required to vote those shares in accordance with your instructions. If a
shareholder does not give instructions to the broker, the broker will nevertheless be entitled to
vote the shares with respect to discretionary items but will not be permitted to vote the shares
with respect to non-discretionary items (in which case, the shares will be treated as broker
non-votes). Where shareholders have appropriately specified how their proxies are to be voted,
they will be voted accordingly. An automated system administered by the Companys transfer agent
tabulates the votes.
2
Abstentions and broker non-votes will be counted toward determining whether a quorum is
present at the Annual Meeting but are not counted for purposes of the election of directors. In
connection with the other proposals, votes submitted as abstentions on matters to be voted on at
the Annual Meeting will be counted as votes against such matters. Broker non-votes will not count
for or against the matters to be voted on at the Annual Meeting.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
DIRECTORS AND EXECUTIVE OFFICERS
A brief description of each director and executive officer of the Company is provided below.
All current directors of the Company are nominees for director at the Annual Meeting. Directors
hold office until the next annual meeting of shareholders or until their successor is elected and
qualified. All officers serve at the discretion of the Board of Directors. Should any director
nominee become unable or unwilling to accept nomination or election, the proxy holders may vote the
proxies for the election in his stead of any other person the Board of Directors may recommend.
Each nominee has expressed his intention to serve the entire term for which election is sought.
Directors
Richard K. McClelland, 55, became the President, Chief Executive Officer and a director of the
Company in May 1995 upon the closing of the Companys acquisition of Dynamex Express (the ground
courier division of Air Canada), where he also served as President since 1988. He was elected as
Chairman of the Board of the Company in February 1996. Prior to joining Dynamex Express in 1986,
Mr. McClelland held a number of advisory and management positions with the Irving Group, Purolator
Courier Ltd. and Sunbury Transport Ltd., where he was engaged in the domestic and international
same-day air, overnight air, and trucking businesses.
Kenneth H. Bishop, 69, has served as a director of the Company since August 1996. Mr. Bishop
is President of KB & Associates, a consulting firm. Mr. Bishop resigned in August 2006 as Chief
Executive Officer of the Winnipeg Habitat for Humanity following the completion of his five year
term. From 1996 to 2000, Mr. Bishop was general manager of the Winnipeg Blue Bombers. From 1974 to August 1996, Mr. Bishop was President and General Manager of Zipper
Transportation Services, Ltd. and a related company (together Zipper) which operated a same-day
delivery business in Winnipeg, Manitoba. The Company acquired Zipper in August 1996.
Brian J. Hughes, 45, has served as a director of the Company since May 1995. Mr. Hughes is
Sr. Vice President Investments of GuideOne Insurance Group and has been with GuideOne since
September 1992. From 1986 to 1992, Mr. Hughes served as Assistant Vice President Investments at
Boatmens National Bank.
Wayne Kern, 74, has served as a director and Secretary of the Company since February 1996.
Mr. Kern served as Senior Vice President and Secretary of Heritage Media Corporation from 1987
through 1997. From 1991 to 1995, Mr. Kern also served as Executive Vice President of Crown Media,
Inc. From 1979 to 1991, Mr. Kern served as the Executive or Senior Vice President, General Counsel
and Secretary of Heritage Communications, Inc. Mr. Kern also currently serves as a director and
secretary of Da-Lite Screen Company.
Stephen P. Smiley, 57, has served as a director of the Company since 1993 and was a Vice
President of the Company from December 1995 through February 1996. Mr. Smiley was President of
Hoak Capital Corporation from 1991 through February 1996. Mr. Smiley joined Hunt Private Equity
Group, Inc. (a private investment company) as Executive Vice President in February 1996, and was
appointed President in January 1997.
Bruce E. Ranck, 57, has served as a director of the Company since March 2002. Mr. Ranck is a
partner in Bayou City Partners, a venture capital firm. Mr. Ranck was Chairman and CEO of Tartan
Textile Services, Inc. from August 1, 2003 until April 1, 2006 at which time the company was sold.
From 1970 through 1999, Mr. Ranck held increasing positions of responsibility with Browning-Ferris
Industries (BFI). In 1990 he was elected to the Board of BFI and in 1995 became Chief Executive
Officer as well as President. Mr. Ranck has served on the Boards of Furon Company, Chase Bank of
Texas and SITA, the largest non-North American waste services company in the world. He currently
serves on the Board of Quanta Services Inc. (PWR-NYSE), a large specialty
3
construction company serving the energy and telecommunications industries as well as several
privately held companies and charitable organizations.
Executive Officers
A brief description of each executive officer of the Company other than Mr. McClelland,
President, CEO and director of the Company, is provided below.
Ray E. Schmitz, 60, was elected Vice President and Chief Financial Officer in March 2002. Mr.
Schmitz joined the Company and was elected Vice President Controller in January 1999. Prior to
joining the Company, Mr. Schmitz was Vice President Controller of EEX Corporation from 1997 to
1999. Previous to that, he was Assistant Controller of ENSERCH Corporation and Controller of
Enserch Exploration, Inc., a subsidiary of ENSERCH Corporation and predecessor to EEX Corporation,
from 1984 to 1996.
James R. Aitken, 46, was appointed President Dynamex Canada in 2005. Mr. Aitken served as
Vice President and General Manager Canada since 1997. In conjunction with the Companys
acquisition of Dynamex Express, Mr. Aitken was appointed Vice President and General Manager
Eastern Canada in February 1996. Prior to joining the Company, Mr. Aitken was the Director of
Sales and Marketing with Dynamex Express where he had been employed since 1988 and held various
other positions. Prior to that Jim held various management positions with Gelco Express an
overnight courier company.
Catherine J. Taylor, 51, was appointed Vice President, General Manager Dynamex USA, in August
2006. Ms. Taylor previously served as Vice President Operations, USA since August 2005. Prior
to that, she held various positions with increasing levels of responsibility in sales and
operations in both Canada and the U.S. Ms. Taylor joined Dynamex in 1996. Prior to joining
Dynamex, Ms. Taylor was with the Swift Transportation Group in Canada.
Samuel T. Hicks, 65, was elected Corporate Controller in September 2005. Mr. Hicks joined the
Company in July 2005. Prior to joining the Company, Mr. Hicks was Senior Vice President Chief
Financial Officer of MedSolutions, Inc. from 1998 to 2004. Mr. Hicks was a partner in the Big Four
public accounting firm of Ernst &Young LLP from 1977 to 1993.
Operations and Compensation of the Board of Directors
There were six (6) meetings of the Board of Directors during fiscal year 2006. No director
attended fewer than 75% of the meetings of the Board (and any committees thereof) that he was
required to attend. The independent directors of the Company meet in executive session during
scheduled in-person Audit Committee meetings since the Audit Committee is composed of all the
independent directors. The independent directors met in executive session five times in fiscal
2006.
It is a policy of the Board of Directors to encourage directors to attend each annual meeting
of shareholders. Such attendance allows for direct interaction between shareholders and members of
the Board of Directors. All of the members of the Board of Directors attended the January 2006
meeting of shareholders.
Director Compensation
The following director compensation table sets forth the total annual compensation paid or
accrued by the Company to or for the account of each member of the Board of Directors of the
Company except the Chief Executive Officer, Mr. Richard K. McClelland, who receives no additional
compensation in his capacity as a board member:
4
Director Compensation Table
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Annual |
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Total of All |
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Fees |
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Option |
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Option |
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Total |
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Earned or |
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Per |
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Securities |
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Awards at |
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Awards |
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Compen- |
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Paid in |
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Meeting |
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Underlying |
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Grant Date |
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Outstanding |
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sation |
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Cash |
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Fees |
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Options |
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Fair Value |
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at July 31, |
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($) |
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($) |
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(#) |
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($) |
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2006 (#) |
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Kenneth H. Bishop |
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59,180 |
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12,500 |
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10,500 |
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3,000 |
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36,180 |
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8,000 |
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Brian J. Hughes |
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52,555 |
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9,375 |
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7,000 |
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3,000 |
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36,180 |
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3,000 |
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Wayne Kern |
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60,680 |
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12,500 |
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12,000 |
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3,000 |
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36,180 |
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8,000 |
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Bruce E. Ranck |
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59,680 |
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12,500 |
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11,000 |
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3,000 |
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36,180 |
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13,000 |
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Stephen P. Smiley |
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62,180 |
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12,500 |
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13,500 |
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3,000 |
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36,180 |
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8,000 |
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294,275 |
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59,375 |
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54,000 |
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15,000 |
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180,900 |
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40,000 |
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Prior to December 2005, Mr. Brian J. Hughes was prohibited by his employer, Guide One,
from accepting financial remuneration for his services as a director of Dynamex Inc. due to
their ownership of Dynamex common shares. In early fiscal year 2006, GuideOne liquidated
its Dynamex holdings. Mr. Hughes thereupon indicated his willingness to continue his
service as a director of Dynamex, and in December 2005, commenced receiving compensation for
such services. |
Discussion of Director Compensation
Directors who are employees of the Company do not receive additional compensation for serving
as directors. Each director who is not an employee of the Company receives an annual fee of
$12,500 as compensation for his or her services as a member of the Board of Directors.
Non-employee directors receive an additional fee of $1,000 for each meeting of the Board of
Directors attended in person by such director and $500 for each telephonic meeting in which such
director participates. Non-employee directors who serve on a committee of the Board of Directors
receive $1,000 for each committee meeting attended in person and $500 for each telephonic committee
meeting in which such director participates. Chairmen of the Committees receive $2,000 per annum
paid quarterly, regardless of how many meetings they attend. On the date upon which a non-employee
director is first elected or appointed a member of the Board, he/she receives a grant of a
non-qualified stock option to purchase 3,000 shares of common stock. Non-employee directors
subsequently re-elected at any annual meeting of shareholders receive as of the date of such annual
meeting, the grant of a non-qualified stock option to purchase 3,000 shares of common stock.
Options granted to non-employee directors are immediately exercisable. All directors of the
Company are reimbursed for out-of-pocket expenses incurred in attending meetings of the Board of
Directors or committees thereof, and for other expenses incurred in their capacities as directors
of the Company.
Committees of the Board of Directors
The Board of Directors has established four committees: an Audit Committee, a Compensation
Committee, a Nominating and Corporate Governance Committee and an Executive Committee. Each of
these committees has two or more members who serve at the discretion of the Board of Directors.
Each of these committees has a written charter approved by the Board of Directors. A copy of each
charter can be found under the Investor Relations section of our website at www.dynamex.com. The
members of the committees are identified in the following table.
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C = Chairperson
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M = Member
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F = Financial Expert |
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Audit |
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Compensation |
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Executive |
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Nominating and Corporate |
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Governance Committee |
Kenneth H. Bishop |
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M |
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M |
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Brian J. Hughes |
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M |
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M |
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Wayne Kern |
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Richard K. McClelland |
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C |
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Bruce E. Ranck |
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F |
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Stephen P. Smiley |
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The Audit Committee hires and replaces independent auditors as appropriate, evaluates the
performance of, independence of and the non-audit services provided by independent auditors,
evaluates the quality of the Companys accounting principles and financial reporting and makes
recommendations with respect to those matters to the Board of Directors. The Audit Committee
consists of all five outside directors, Messrs. Bishop, Hughes, Kern, Smiley and Ranck. The Audit
Committee met five (5) times during fiscal year 2006. The Board of Directors has determined that
Mr. Ranck is an audit committee financial expert as defined in Item 401 (h) of Regulation S-K.
Mr. Ranck and each of the other members of this committee is an independent director as defined
in Rule 4200 of the Marketplace Rules of the National Association of Securities Dealers, Inc. See
Report of the Audit Committee included elsewhere in this prospectus.
The Compensation Committee is responsible for reviewing and making recommendations to the
Board of Directors with respect to compensation of executive officers, other compensation matters
and awards under the Companys stock option plan. During fiscal year 2006, the Compensation
Committee consisted of three members, Messrs. Hughes, Bishop and Smiley (none of whom is an officer
or employee of the Company). The Compensation Committee met four (4) times during fiscal year
2006. See Report of the Compensation Committee included elsewhere in this prospectus.
The Executive Committee exercises all of the powers and authority of the Board of Directors in
the management of the business and affairs of the Company, except as otherwise reserved in the
Company Bylaws or designated by resolution of the Board of Directors for action by the full board
or another committee thereof. The Executive Committee consists of two members, Messrs. McClelland
and Smiley. There were no meetings held by the Executive Committee during fiscal year 2006.
The Nominating and Corporate Governance Committee is responsible for recommending to the full
Board of Directors candidates for election to the Board of Directors, recommending members of and
Chairperson for each Board committee, periodic reviews and assessments of the Companys Corporate
Governance Principles and the Companys Code of Business Ethics and Conduct, overseeing the annual
self-evaluation of the performance of the Board and making recommendations on those matters to the
Board. The Nominating and Corporate Governance Committee met once during fiscal year 2006. The
Committee consists of three members, Messrs. Kern, Smiley and Hughes, each of whom is an
independent director as defined in Rule 4200 of the Marketplace Rules of the National Association
of Securities Dealers, Inc.
Qualifications to Serve as Director
Each candidate for director must possess at least the following specific minimum
qualifications:
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Each candidate shall be prepared to represent the best interests of all the Companys
shareholders and not just one particular constituency. |
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Each candidate shall be an individual who has demonstrated integrity and ethics in his/her
personal and professional life and has established a record of professional accomplishment in
his/her chosen field. |
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No candidate shall have any material personal, financial or professional interest in any
present or potential competitor of the Company. |
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Each candidate shall be prepared to participate fully in activities of the Board of
Directors, including active membership in at least one Committee of the Board of Directors and
attendance at, and active participation in, meetings of the Board of Directors and the
Committee(s) of the Board of Directors of which he or she is a member, and not have other
personal or professional commitments that would, in the Governance and Nominating Committees
sole judgment, interfere with or limit his or her ability to do so. |
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In addition, the Governance and Nominating Committee also considers it desirable that
candidates possess the following qualities or skills: |
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Each candidate shall contribute to the overall diversity of the Board of
Directors diversity being broadly construed to mean a variety of opinions,
perspectives, personal and professional experiences and backgrounds, such as gender,
race and ethnicity differences, as well as other differentiating characteristics. |
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Each candidate should contribute positively to the existing chemistry and
collaborative culture among the members of the Board of Directors. |
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Each candidate should possess professional and personal experiences and
expertise relevant to the Companys business. Relevant experiences might include,
among other things, executive management experience within the transportation industry,
and relevant senior level experience in one or more of the following areas finance,
accounting, sales and marketing, organizational development, information technology and
public relations. |
Although not an automatic disqualifying factor, the inability of a candidate to meet the
independence and other governing standards of the NYSE or the SEC will be a significant negative
factor in any assessment of a candidates suitability.
Internal Process of Identifying Candidates
The Nominating and Corporate Governance Committee will use a variety of means for identifying
potential nominees for director, including the use of outside search firms and recommendations from
current members of the Board of Directors and from shareholders. In determining whether to
nominate a candidate, the Nominating and Corporate Governance Committee will consider the current
composition and capabilities of serving board members, as well as additional capabilities
considered necessary or desirable in light of existing and future Company needs. One or more of
the members of the Nominating and Corporate Governance Committee may interview, or have an outside
search firm interview, a prospective candidate who is identified as having high potential to
satisfy the expectations, requirements, qualities and responsibilities for membership on the Board
of Directors. Prospective candidates may also be interviewed by other directors who are not
members of the Nominating and Corporate Governance Committee. Reports from those interviews or
from Nominating and Corporate Governance Committee members with personal knowledge and experience
with the candidate, resumes, information provided by other contacts and other information deemed
relevant by the Nominating and Corporate Governance Committee are then considered in determining
whether a candidate shall be nominated. The Nominating and Corporate Governance Committee also
exercises its independent business judgment and discretion in evaluating the suitability of a
candidate for nomination.
Nomination Rights of Shareholders
Any shareholder of the Company may recommend one or more candidates to be considered by the
Nominating and Corporate Governance Committee as a potential nominee or nominees for election as
director of the Company at an annual meeting of shareholders in accordance with Delaware corporate
law. In order for the candidate recommendation to be timely for the Companys 2008 annual meeting
of shareholders, a shareholders notice to the Companys Secretary must be delivered to the
Companys principal executive offices no later than July 15, 2007. Any such recommendations
received by the Secretary will be presented to the Nominating and Corporate
7
Governance Committee for consideration. All candidates (whether identified internally or by a
shareholder) who, after evaluation based upon the criteria and process described in Internal
Process of Identifying Candidates above, are then recommended by the Nominating and Corporate
Governance Committee and approved by the Board, will be included in the Companys recommended slate
of director nominees in its proxy statement.
Shareholder Communications with the Board of Directors
Any Company shareholder who wishes to communicate with the Board of Directors or with an
individual director may direct such communications to Mr. Wayne Kern, in his capacity as Corporate
Secretary, at Dynamex Inc., 5429 LBJ Freeway, Suite 1000, Dallas, Texas 75240. The communication
must be clearly addressed to Mr. Kern or to a specific director. The Board of Directors has
approved a process pursuant to which Mr. Kern will review and forward any such correspondence to
the appropriate person or persons for response.
Compensation Committee Interlocks and Insider Participation
No executive officer of the Company serves as a member of the board of directors or
compensation committee of any entity that has one or more executive officers serving as a member of
the Companys Board of Directors or Compensation Committee.
Certain Relationships and Related Transactions
There were no transactions between the executive officers and directors and the Company, and
no advances were made to the executive officers during fiscal 2006.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE
ELECTION OF ALL OF THE NOMINEES TO THE BOARD OF DIRECTORS.
PROPOSAL NO. 2
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed BDO Seidman, LLP as the Companys independent public
accountants for the year ending July 31, 2007. BDO Seidman, LLP has served as the Companys
independent public accountants for the prior eight fiscal years ended July 31, 2006. Although the
appointment of independent public accountants is not required to be approved by the shareholders,
the Board of Directors believes shareholders should participate in the selection of the Companys
independent public accountants. Accordingly, the shareholders will be asked at the meeting to
ratify the Boards appointment of BDO Seidman, LLP as the Companys independent public accountants
for the year ending July 31, 2007. In the event the shareholders do not ratify the proposal, the
Board of Directors will reconsider its appointment of the Companys independent public accountants.
Representatives of BDO Seidman, LLP will be present at the meeting. They will have an
opportunity to make a statement if they so desire and will be available to respond to appropriate
questions from shareholders.
Principal Accountant Fees and Services
The following is a summary of the fees billed to Dynamex Inc by BDO Seidman, LLP for
professional services rendered for the fiscal years ended July 31, 2006 and 2005:
|
|
|
|
|
|
|
|
|
Fee Category |
|
Fiscal 2006 Fees |
|
|
Fiscal 2005 Fees |
|
Audit Fees |
|
$ |
496,835 |
|
|
$ |
535,870 |
|
Audit-Related Fees |
|
|
20,033 |
|
|
|
8,000 |
|
Other Fees |
|
|
|
|
|
|
|
|
Tax Fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Fees |
|
$ |
516,868 |
|
|
$ |
543,870 |
|
|
|
|
|
|
|
|
8
Audit Fees. Consists of fees billed for professional services rendered for the audit of
Dynamex consolidated financial statements, the audit of internal controls over financial reporting
(i.e., the Sec. 404 Audit), the review of the interim consolidated financial statements included in
quarterly reports and services that are normally provided by BDO Seidman, LLP in connection with
statutory and regulatory filings or engagements.
Audit-Related Fees. Consist of fees billed for assurance and related services that are
reasonably related to the performance of the audit or review of Dynamex consolidated financial
statements and are not reported under Audit Fees. These services include audits of Dynamex
Domestic Franchising, Inc. and the employee benefit plan and consultations concerning financial
accounting and reporting standards.
Other Fees and Tax Fees. Consist of fees billed for other non-audit professional services and
for tax compliance, tax advice and tax planning. Tax services include assistance regarding
federal, state and international tax compliance, tax audit defense and international tax
planning. Tax services were discontinued as of July 31, 2004. There were no other
non-audit services performed by the firm in recent years.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent
Auditors
The Audit Committees policy is to pre-approve all audit and permissible non-audit services
provided by the independent auditors. These services may include audit services, audit-related
services, tax services and other services. Pre-approval is generally provided for up to one year
and any pre-approval is detailed as to the particular service or category of services and is
generally subject to a specific budget. The independent auditors and management are required to
periodically report to the Audit Committee regarding the extent of services provided by the
independent auditors in accordance with this pre-approval, and the fees for the services performed
to date. The Audit Committee may also pre-approve particular services on a case-by-case basis.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO
RATIFY THE APPOINTMENT OF BDO SEIDMAN, LLP AS INDEPENDENT PUBLIC
ACCOUNTANTS AS DESCRIBED ABOVE.
9
REPORT OF THE AUDIT COMMITTEE
The Audit Committee evaluates audit performance, engages and manages relations with the
Companys independent accountants and evaluates policies and procedures relating to internal
accounting functions and controls. The Board of Directors has adopted a written charter for the
Audit Committee that details the responsibilities of the Audit Committee.
The Audit Committee members are not professional accountants or auditors, and their functions
are not intended to duplicate or to certify the activities of management and the independent
auditor. The Audit Committee oversees the Companys reporting process on behalf of the Board of
Directors. The Companys management has primary responsibility for the financial statements and
reporting process, including systems of internal controls. In fulfilling its oversight
responsibilities, the Audit Committee has reviewed and discussed with management the audited
financial statements included in the Annual Report on Form 10-K for the fiscal year ended July 31,
2006, which management has represented to the Audit Committee, have been prepared in accordance
with accounting principles generally accepted in the United States of America.
The Committee discussed with representatives of BDO Seidman, LLP, the Companys independent
auditors, the matters required to be discussed by Statement on Auditing Standards Number 61
(Communication with Audit Committees), as amended by Statement on Auditing Standards No. 90 (Audit
Committee Communications), and Securities and Exchange Commission rules. In addition, the Audit
Committee received from BDO Seidman, LLP written disclosures required by the Independence Standards
Board Standard Number 1 (Independent Discussions with Audit Committee), and has discussed with that
firm the independent auditors independence, and has considered whether the provision of non-audit
services is compatible with maintaining such firms independence.
The Audit Committee further discussed with the independent accountants the overall scope and
plans for their respective audits. The Audit Committee meets periodically with the independent
accountants, with and without management present, to discuss the results of their examination,
their evaluations of our internal controls, and the overall quality of our financial reporting.
Based upon the foregoing disclosures, representations, reports and discussions, the Audit
Committee recommended to the Board of Directors that the audited financial statements for the
Companys 2006 fiscal year be included in the Companys Annual Report on Form 10-K for the year
ended July 31, 2006 for filing with the Securities and Exchange Commission.
Dated: September 20, 2006
Audit Committee
Bruce E. Ranck, Chairperson
Wayne Kern
Kenneth H. Bishop
Brian J. Hughes
Stephen P. Smiley
10
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
Overview
The Companys executive compensation program is supervised by the Compensation Committee (the
Committee) which is comprised solely of non-employee directors, and this Committee is empowered
to review and recommend to the full Board of Directors the annual compensation and incentive awards
for all executive officers of the Company. The Committee also administers the Companys Stock
Option Plan. The Board of Directors designates the members and the chairman of the Committee
annually, and the current members and chairman are the same as in the prior year.
The Committee is responsible for evaluating and establishing the level of compensation,
including establishing a general compensation philosophy, for the Companys officers. Additionally
the Committee is responsible for administering the Companys incentive plans.
Compensation Philosophy and Objectives
The goal of the Companys compensation program is to attract, motivate and retain the highly
talented individuals needed to operate, develop and grow our business over the long-term. The
Company seeks to provide executive compensation that will support the achievement of the Companys
financial and growth objectives. When the Companys performance is better than the goals set for
the performance period, our executive officers should be paid more, and when the Companys
performance does not meet one or more of our financial or other objectives, any incentive award
payment is at the compensation committees discretion. In order to achieve our goals and
objectives, the Company has structured an incentive based compensation system tied to financial
performance and achievement of personal objectives.
The compensation committee reviews the Companys compensation programs annually to ensure that
pay levels and incentive opportunities are competitive and reflect the Companys performance. To
reinforce the importance of balancing short-term and long-term results, the Companys executive
officers will be provided with both annual and long-term incentives. The Company will generally
compensate its officers through a combination of base salary, annual cash bonus compensation and
restricted stock and annual awards of stock options. The Company determines an executives
competitive total level of compensation based on information drawn from a variety of sources,
including companies in the Dallas/Fort Worth metropolitan area of comparable size and complexity,
transportation industry surveys and proxy statements. Dynamex also uses its peer group in the
courier and logistics industry to compare the reasonableness of the compensation levels.
Base Salaries
Base salaries should be based generally on subjective factors and include the contribution the
executive officer made and is anticipated to make to the success of the Company, the level of
experience and responsibility of the executive officer, the competitive position of the Companys
executive compensation and the Companys historical levels of compensation for executive officers.
The Compensation Committee does not expect to assign quantitative relative weights, however, to any
of these factors. The corporate performance measures used in determining adjustments to executive
officers base salaries are the same performance measures used to determine annual incentive
compensation, as discussed below in regard to the chief executive officers and other named
executives compensation. Base salaries are generally reviewed for adjustment annually.
Incentive Compensation
The bonus component of annual compensation should provide executive officers with the
opportunity to earn a significant percentage of their base salary in the form of incentive
compensation, which therefore puts a significant portion of their total compensation at risk.
This incentive compensation is contingent upon the achievement of certain agreed upon individual
goals for each executive officer and the achievement of certain corporate or business unit
objectives such as growth in sales, operating income and net income. In addition to annual cash
incentive awards, the executives are eligible for restricted stock grants if annual corporate
financial goals achieved exceed those set at the beginning of the year. Such restricted stock
grants are intended to encourage
11
ownership of common stock by executive officers. However, the amounts paid out for 2006 were
less than the amounts that could have been paid based on maximum achievement of all targets.
Restricted stock awards for the CEO and CFO named in Dynamex Summary Compensation Table, are
subject to a five year vesting period.
Long-Term Incentive Awards
The Company does not provide for any long-term compensation for executive officers other than
through the granting of stock options. The Committee believes that the grant of stock options
enables the Company to more closely align the economic interests of the executive officers to those
of the shareholders. Option grants are made at the discretion of the Compensation Committee. The
number of stock options granted to each executive is based primarily on the executives relative
position and responsibilities within the Company, and overall contributions to the Company.
All Other Compensation
In some cases the Company provides certain executive officers other perquisites, such as an
automobile allowance, the payment of health insurance premiums for the benefit of the executive,
contributions to government pension allowances for certain Canadian personnel and payment of
severance to officers who have left the Company. Such other compensation is determined on a case
by case basis considering the value of the contributions made by the executive to the Company.
Compensation of the Chief Executive Officer
The Committee approves the compensation of Mr. McClelland, Dynamex chief executive officer,
based on an assessment of his leadership, performance and effectiveness, including attainment of
short-term and long-term financial and strategic objectives, and other significant accomplishments.
Pursuant to his employment contract with the Company, Mr. McClelland is eligible to
receive an annual cash bonus not to exceed 60% of his base pay for the fiscal year then ended.
For 2006, Mr. McClelland was paid $369,038 in base salary, $290,000 in annual incentive
compensation, including a discretionary bonus of $75,000 awarded by the Committee on September 28,
2005 to recognize the contributions Mr. McClelland made during the 2005 fiscal year, and $154,350
in long-term incentive compensation (consisting of options to acquire 17,500 shares of Dynamex
common stock). The base salary reflects the Committees assessment of Mr. McClellands overall
performance and an analysis of the salaries of other similarly situated chief executive officers.
Also, Mr. McClellands compensation for 2006 includes a restricted stock award of 1,889 shares of
Dynamex common stock, which vests at the rate of 20% per year over five years.
Dated: September 27, 2006
Compensation Committee
Stephen P. Smiley (Chairman)
Brian J. Hughes
Kenneth H. Bishop
Executive Compensation
The following summary compensation table sets forth the total annual compensation paid or
accrued by the Company to or for the account of the Chief Executive Officer, the other executive
officers and two other named officers of the Company whose total salary and bonus for the fiscal
year ended July 31, 2006 exceeded $100,000:
12
Summary Compensation Table
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term |
|
|
|
|
|
|
|
|
|
Annual Compensation |
|
|
Compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted |
|
|
|
|
|
|
at Grant |
|
|
All Other |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
Cash |
|
|
Stock |
|
|
Securities |
|
|
Date Fair |
|
|
Compen- |
|
|
|
|
|
|
Fiscal |
|
|
Compensation |
|
|
Salary |
|
|
Bonus |
|
|
Awards |
|
|
Underlying |
|
|
Value |
|
|
sation |
|
|
|
|
Name and Principal Position |
|
Year |
|
|
$ |
|
|
($) |
|
|
($) (1) |
|
|
($) (2) |
|
|
Options (#) |
|
|
($) |
|
|
($) |
|
|
Notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard K. McClelland |
|
|
2006 |
|
|
|
883,951 |
|
|
|
369,038 |
|
|
|
290,000 |
|
|
|
42,993 |
|
|
|
17,500 |
|
|
|
154,350 |
|
|
|
27,570 |
|
|
|
(3 |
) |
President and Chief |
|
|
2005 |
|
|
|
371,968 |
|
|
|
345,769 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,199 |
|
|
|
|
|
Executive Officer |
|
|
2004 |
|
|
|
867,591 |
|
|
|
304,423 |
|
|
|
195,000 |
|
|
|
|
|
|
|
35,000 |
|
|
|
344,400 |
|
|
|
23,768 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ray E. Schmitz |
|
|
2006 |
|
|
|
581,043 |
|
|
|
257,810 |
|
|
|
158,606 |
|
|
|
19,340 |
|
|
|
15,000 |
|
|
|
132,300 |
|
|
|
12,988 |
|
|
|
(4 |
) |
Vice President Chief |
|
|
2005 |
|
|
|
236,854 |
|
|
|
224,319 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,535 |
|
|
|
|
|
Financial Officer |
|
|
2004 |
|
|
|
531,786 |
|
|
|
204,615 |
|
|
|
100,261 |
|
|
|
|
|
|
|
22,000 |
|
|
|
216,480 |
|
|
|
10,430 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James R. Aitken |
|
|
2006 |
|
|
|
349,336 |
|
|
|
160,294 |
|
|
|
77,064 |
|
|
|
|
|
|
|
10,000 |
|
|
|
88,200 |
|
|
|
23,778 |
|
|
|
(5 |
) |
President Canada |
|
|
2005 |
|
|
|
164,519 |
|
|
|
144,045 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,474 |
|
|
|
|
|
Operations |
|
|
2004 |
|
|
|
373,356 |
|
|
|
126,776 |
|
|
|
40,610 |
|
|
|
|
|
|
|
19,000 |
|
|
|
186,960 |
|
|
|
19,010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Catherine J. Taylor |
|
|
2006 |
|
|
|
368,103 |
|
|
|
202,202 |
|
|
|
65,000 |
|
|
|
|
|
|
|
10,000 |
|
|
|
88,200 |
|
|
|
12,701 |
|
|
|
(6 |
) |
Vice President and General |
|
|
2005 |
|
|
|
228,684 |
|
|
|
174,767 |
|
|
|
41,330 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,587 |
|
|
|
|
|
Manager U.S. Operations |
|
|
2004 |
|
|
|
458,703 |
|
|
|
176,901 |
|
|
|
82,750 |
|
|
|
|
|
|
|
19,000 |
|
|
|
186,960 |
|
|
|
12,092 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Samuel T. Hicks |
|
|
2006 |
|
|
|
215,066 |
|
|
|
117,692 |
|
|
|
31,224 |
|
|
|
|
|
|
|
7,500 |
|
|
|
66,150 |
|
|
|
|
|
|
|
(7 |
) |
Controller |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James H. Wicker III |
|
|
2006 |
|
|
|
452,106 |
|
|
|
240,152 |
|
|
|
50,000 |
|
|
|
|
|
|
|
15,000 |
|
|
|
132,300 |
|
|
|
29,654 |
|
|
|
(8 |
) |
Former President U.S. |
|
|
2005 |
|
|
|
222,583 |
|
|
|
210,048 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,535 |
|
|
|
|
|
Operations |
|
|
2004 |
|
|
|
510,718 |
|
|
|
191,462 |
|
|
|
92,346 |
|
|
|
|
|
|
|
22,000 |
|
|
|
216,480 |
|
|
|
10,430 |
|
|
|
|
|
|
|
|
(1) |
|
Messrs. McClelland, Schmitz, Aitken and Wicker did not meet all financial goals for
fiscal 2005 and therefore did not earn a bonus for that year. However, on September 28,
2005, the Compensation Committee of the Board of Directors awarded discretionary bonuses to
Messrs. McClelland, Schmitz, Aitken and Wicker in the amounts of $75,000, $50,000, $20,000
and $50,000, respectively, to recognize contributions made by those individuals during
fiscal 2005. These amounts are included in the 2006 bonuses shown in the table above. |
|
(2) |
|
1,889 and 870 shares of restricted common stock were granted to Messrs. McClelland and
Schmitz on September 20, 2006 at the then current market price of $22.23 per share,
totaling $42,993 and $19,340, respectively, as additional bonuses for 2006 for exceeding
the annual financial goals set at the beginning of the year. The restrictions will expire
at the rate of 20% annually for five years. |
|
(3) |
|
Mr. McClelland received $14,394, $14,142 and $13,424 in 2006, 2005 and 2004,
respectively, for an auto allowance and Company paid auto insurance as well as $6,158,
$5,710 and $4,962 in 2006, 2005 and 2004, respectively, for Company paid health and dental
insurance and $7,019, $6,346 and $5,382 in 2006, 2005 and 2004, respectively, for Company
paid government pension contributions. Certain of Mr. McClellands salary, bonus and other
compensation payments were paid in Canadian dollars and were translated into U.S. dollars
at the appropriate exchange rates in effect at the payment dates. |
|
(4) |
|
Mr. Schmitz received benefits totaling $12,988, $12,535 and $10,430 in 2006, 2005 and
2004, respectively, for Company paid health and dental insurance premiums. |
|
(5) |
|
Mr. Aitken received $13,770, $11,719 and $11,035 in 2006, 2005 and 2004, respectively,
for an auto allowance and Company paid auto insurance as well as $3,057, $2,724 and $2,471
in 2006, 2005 and 2004, respectively, for Company paid health and dental insurance premiums
and $6,952, $6,033 and $5,504 in |
13
|
|
|
|
|
2006, 2005 and 2004, respectively, for Company paid government pension contributions. Mr.
Aitkens salary, bonus and other compensation payments were paid in Canadian dollars and
were translated into U.S. dollars at the appropriate exchange rates in effect at the payment
dates. |
|
(6) |
|
Ms. Taylor received $9,600 in each of the years 2006, 2005 and 2004 as an auto
allowance as well as $3,101, $2,987 and $2,492 in 2006, 2005 and 2004, respectively, for
Company paid health and dental insurance premiums. |
|
(7) |
|
Mr. Hicks joined the Company in July 2005. |
|
(8) |
|
Mr. Wicker resigned from the Company in July 2006 and received $16,667 as the first
installment of his severance payment in 2006. Mr. Wicker also received $12,988, $12,535
and $10,430 in 2006, 2005 and 2004, respectively, for Company paid health and dental
insurance premiums. The stock options granted to Mr. Wicker in 2006 were forfeited by him
upon his resignation. |
On September 27, 2006, the Board of Directors granted stock options to 19 employees to
purchase 141,000 shares of Dynamex common stock at $21.34 per share. Options for 25,000, 20,000,
15,000, 15,000 and 5,000 were awarded to Mr. McClelland, Mr. Schmitz, Mr. Aitken, Ms. Taylor and
Mr. Hicks, respectively. Each option had a grant date fair value of $11.77 per share.
Nonqualified Deferred Compensation
The following table sets forth the nonqualified deferred compensation amounts withheld from
certain named executives and paid by the Company into the plan for the account of the officer
during 2006, the earnings thereon and the accumulated account balances at July 31, 2006,
Nonqualified Deferred Compensation Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate |
|
|
|
|
Executive |
|
Registrant |
|
|
|
|
|
Withdrawals/ |
|
Aggregate |
|
|
Contributions |
|
Contributions |
|
Aggregate |
|
Distributions |
|
Balance at |
|
|
in 2006 |
|
in 2006 |
|
Earnings in |
|
in 2006 |
|
July 31,2006 |
Name |
|
($) |
|
($) |
|
2006 ($) |
|
($) |
|
($) |
Ray E. Schmitz |
|
|
45,554 |
|
|
|
|
|
|
|
18,614 |
|
|
|
|
|
|
|
330,051 |
|
James H. Wicker III |
|
|
|
|
|
|
|
|
|
|
363 |
|
|
|
|
|
|
|
8,428 |
|
Employment and Consulting Agreements
The Company has entered into an employment agreement with Mr. McClelland which provides for
the payment of a base salary in the annual amount of $400,000, participation in an executive bonus
plan, an auto allowance of Cdn $1,500 per month and participation in other employee benefit plans.
Unless terminated earlier, the employment agreement shall continue until November 30, 2007, upon
which date such agreement will be automatically extended for successive one-year renewal terms
unless notice is given upon the terms provided in such agreement. Additionally, upon a sale or
transfer of substantially all of the assets of the Company or certain other events that constitute
a change of control of the Company, including the acquisition by a shareholder of securities
representing 15% of the votes that may be cast for director elections, the Company shall continue
to pay Mr. McClelland the compensation set forth in such agreement for the greater of two years
from the date of such change of control or the remainder of the agreement term. During the term of
the employment agreement and pursuant to such agreement, Mr. McClelland shall be a member of the
Board of Directors of the Company.
Mr. Schmitz and Ms. Taylor have executed retention agreements with the Company that provide
certain benefits in the event their employment is terminated subsequent to a change in control of
the Company, as defined in the retention agreements. Mr. Schmitz retention agreement provides that if he is terminated,
or if he elects to terminate employment under certain circumstances, he shall be entitled to a
lump-sum payment of two times the
14
sum of his base salary and target bonus, an 18 month continuation
of his employee benefits, and reimbursement of certain legal fees, expenses, and any excise taxes.
Ms. Taylors retention agreement provides that if she is terminated, or if she elects to terminate
employment under certain circumstances, she shall be entitled to a lump-sum payment of the sum of
her annual base salary and target bonus for one year, an 12 month continuation of her employee
benefits, and reimbursement of certain legal fees, expenses, and any excise taxes.
Grants of Plan-Based Awards
Options to purchase 75,000 shares of the Companys Common Stock were granted under the Option
Plan to the Executive Officers named in the Summary Compensation Table during fiscal 2006. The
following table shows the number of options granted and the exercise price per share.
Grants of Plan-Based Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
Exercise or |
|
|
|
|
Securities |
|
Base Price |
|
|
|
|
Underlying |
|
of Option |
|
|
Grant |
|
Options |
|
Awards |
Name |
|
Date |
|
(#) |
|
($/Sh) |
Richard K. McClelland
|
|
10/24/05 |
|
|
17,500 |
|
|
|
16.50 |
|
Ray E. Schmitz
|
|
10/24/05 |
|
|
15,000 |
|
|
|
16.50 |
|
James R. Aitken
|
|
10/24/05 |
|
|
10,000 |
|
|
|
16.50 |
|
Catherine J. Taylor
|
|
10/24/05 |
|
|
10,000 |
|
|
|
16.50 |
|
Samuel T. Hicks
|
|
10/24/05 |
|
|
7,500 |
|
|
|
16.50 |
|
James H. Wicker III
|
|
10/24/05 |
|
|
15,000 |
|
|
|
16.50 |
|
Mr. Wicker forfeited the options granted to him in 2006 with the termination of his employment
in July 2006.
Outstanding Equity Awards
The following table sets forth information with respect to the unexercised options to purchase
shares of the Companys Common Stock granted under the Option Plan to the Executive Officers named
in the Summary Compensation Table and held by them at July 31, 2006.
15
Outstanding Equity Awards at Fiscal Year End July 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards |
|
|
|
|
Number of |
|
|
|
|
|
|
|
|
|
|
Securities |
|
Number of |
|
|
|
|
|
|
|
|
Underlying |
|
Securities |
|
|
|
|
|
|
|
|
Unexercised |
|
Underlying |
|
Option |
|
|
|
|
Option |
|
Options |
|
Unexercised |
|
Exercise |
|
Option |
|
|
Grant |
|
(#) |
|
Options (#) |
|
Price |
|
Expiration |
Name |
|
Date |
|
Exercisable |
|
Unexercisable |
|
($/Sh) |
|
Date |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard K. McClelland
|
|
10/24/97
|
|
|
15,000 |
|
|
|
|
|
|
|
10.38 |
|
|
10/24/07 |
|
|
06/03/98
|
|
|
50,000 |
|
|
|
|
|
|
|
11.88 |
|
|
06/03/08 |
|
|
06/18/02
|
|
|
|
|
|
|
6,000 |
|
|
|
2.30 |
|
|
06/18/12 |
|
|
06/22/04
|
|
|
14,000 |
|
|
|
21,000 |
|
|
|
13.99 |
|
|
06/22/14 |
|
|
10/24/05
|
|
|
|
|
|
|
17,500 |
|
|
|
16.50 |
|
|
10/24/15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
79,000 |
|
|
|
44,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ray E. Schmitz
|
|
06/18/02
|
|
|
16,000 |
|
|
|
4,000 |
|
|
|
2.30 |
|
|
06/18/12 |
|
|
06/22/04
|
|
|
8,800 |
|
|
|
13,200 |
|
|
|
13.99 |
|
|
06/22/14 |
|
|
10/24/05
|
|
|
|
|
|
|
15,000 |
|
|
|
16.50 |
|
|
10/24/15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,800 |
|
|
|
32,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James R. Aitken
|
|
07/17/00
|
|
|
1,800 |
|
|
|
|
|
|
|
1.44 |
|
|
07/17/10 |
|
|
06/18/02
|
|
|
8,000 |
|
|
|
4,000 |
|
|
|
2.30 |
|
|
06/18/12 |
|
|
06/22/04
|
|
|
7,600 |
|
|
|
11,400 |
|
|
|
13.99 |
|
|
06/22/14 |
|
|
10/24/05
|
|
|
|
|
|
|
10,000 |
|
|
|
16.50 |
|
|
10/24/15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,400 |
|
|
|
25,400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Catherine J. Taylor
|
|
04/07/99
|
|
|
5,000 |
|
|
|
|
|
|
|
2.25 |
|
|
04/07/09 |
|
|
07/17/00
|
|
|
9,000 |
|
|
|
|
|
|
|
1.44 |
|
|
07/17/10 |
|
|
06/18/02
|
|
|
16,000 |
|
|
|
4,000 |
|
|
|
2.30 |
|
|
06/18/12 |
|
|
06/22/04
|
|
|
7,600 |
|
|
|
11,400 |
|
|
|
13.99 |
|
|
06/22/14 |
|
|
10/24/05
|
|
|
|
|
|
|
10,000 |
|
|
|
16.50 |
|
|
10/24/15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,600 |
|
|
|
25,400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Samuel T. Hicks
|
|
10/24/05
|
|
|
|
|
|
|
7,500 |
|
|
|
16.50 |
|
|
10/24/15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James H. Wicker III
|
|
06/18/02
|
|
|
4,000 |
|
|
|
|
|
|
|
2.30 |
|
|
09/28/06 |
|
|
06/22/04
|
|
|
8,800 |
|
|
|
|
|
|
|
13.99 |
|
|
09/28/06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Wicker exercised his options on September 6, 2006.
Stock Option Exercises
The following table sets forth information with respect to options to purchase shares of the
Companys Common Stock granted under the Option Plan to the Executive Officers named in the Summary
Compensation Table and exercised by them during the year ended July 31, 2006.
16
Stock Option Exercises During Fiscal Year 2006
|
|
|
|
|
|
|
|
|
|
|
Option Awards |
|
|
Number of |
|
|
|
|
Shares |
|
Value |
|
|
Acquired |
|
Realized on |
|
|
on Exercise |
|
Exercise |
Name |
|
(#) |
|
($) |
Richard K. McClelland |
|
|
46,000 |
|
|
|
844,064 |
|
Ray E. Schmitz |
|
|
43,000 |
|
|
|
795,066 |
|
Catherine J. Taylor |
|
|
15,000 |
|
|
|
178,875 |
|
James H. Wicker III |
|
|
10,600 |
|
|
|
126,990 |
|
Equity Compensation Plan Information
The following table sets forth information concerning the shares of Common Stock that may be
issued, upon exercise of options or the grant of restricted stock awards, to all directors and
eligible employees, including officers at July 31, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of securities to be |
|
|
|
|
|
|
Number of securities |
|
|
|
issued upon exercise of |
|
|
Weighted-average exercise |
|
|
remaining available for future |
|
|
|
outstanding options, |
|
|
price of outstanding |
|
|
issuance under equity |
|
Plan category |
|
warrants and rights |
|
|
options, warrants and rights |
|
|
compensation plans (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation plans
approved by security holders |
|
|
472,850 |
|
|
$ |
11.16 |
|
|
|
491,456 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation plans
not approved by security
holders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
472,850 |
|
|
$ |
11.16 |
|
|
|
491,456 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes 87,000 shares reserved for future issuance to non-employee directors. |
Section 16(a) Beneficial Ownership Reporting Compliance
Under the securities laws of the United States, the Companys directors and officers, and
persons who own more than 10% of the Companys common stock, are required to report their initial
ownership of the Companys common stock and any subsequent changes in that ownership to the
Securities and Exchange Commission (SEC). Such persons are required by SEC regulation to furnish
the Company with copies of all such reports.
To the Companys knowledge, based solely on its review of the copies of such reports and
amendments thereto furnished to the Company, the Company believes that during the Companys fiscal
year ended July 31, 2006, all Section 16(a) filing requirements applicable to the Companys
officers, directors, and ten percent shareholders were met.
17
Beneficial Ownership of Common Stock
The following table sets forth certain information regarding the beneficial ownership of the
Companys common stock as of October 31, 2006 for (i) each person known by the Company to own
beneficially more than 5% of the common stock, (ii) each director, (iii) each Named Executive and
(iv) all directors and executive officers of the Company as a group. Except pursuant to applicable
community property laws and except as otherwise indicated, each shareholder identified in the table
possesses sole voting and investment power with respect to its or his shares.
|
|
|
|
|
|
|
|
|
|
|
Shares Beneficially Owned |
Name of Beneficial Owner |
|
Number (1) |
|
Percent |
|
|
|
|
|
|
|
|
|
Directors and executive officers: |
|
|
|
|
|
|
|
|
Richard K. McClelland |
|
|
97,389 |
|
|
|
* |
|
James R. Aitken |
|
|
19,400 |
|
|
|
* |
|
Kenneth H. Bishop |
|
|
37,422 |
|
|
|
* |
|
Samuel T. Hicks |
|
|
1,500 |
|
|
|
* |
|
Brian J. Hughes |
|
|
3,000 |
|
|
|
* |
|
Wayne Kern |
|
|
31,460 |
|
|
|
* |
|
Bruce E. Ranck |
|
|
33,000 |
|
|
|
* |
|
Ray E. Schmitz |
|
|
38,670 |
|
|
|
* |
|
Stephen P. Smiley |
|
|
27,160 |
|
|
|
* |
|
Catherine J. Taylor |
|
|
39,600 |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
All directors and executive officers as a group |
|
|
328,601 |
|
|
|
3.04 |
% |
|
|
|
|
|
|
|
|
|
5% shareholders: |
|
|
|
|
|
|
|
|
Thomas F. Frist III (3) |
|
|
1,100,000 |
|
|
|
10.17 |
% |
3100 West End Ave., Ste 500 |
|
|
|
|
|
|
|
|
Nashville, TN 37203 |
|
|
|
|
|
|
|
|
AMVESCAP PLC (2) |
|
|
1,073,396 |
|
|
|
9.93 |
% |
30 Finsbury Square |
|
|
|
|
|
|
|
|
London EC2A 1AG England |
|
|
|
|
|
|
|
|
Pequot Capital Management Inc. (4) |
|
|
649,600 |
|
|
|
6.01 |
% |
500 Nyala Farm Road |
|
|
|
|
|
|
|
|
Westport, CT 06880 |
|
|
|
|
|
|
|
|
Dalton, Greiner, Hartman, Maher & Co., LLC (5) |
|
|
595,666 |
|
|
|
5.51 |
% |
565 5th Avenue, Suite 2101 |
|
|
|
|
|
|
|
|
New York, NY 10017 |
|
|
|
|
|
|
|
|
Wells Capital Management Inc. (6) |
|
|
577,800 |
|
|
|
5.34 |
% |
275 Madison Ave., Ste 418 |
|
|
|
|
|
|
|
|
New York, NY 10016 |
|
|
|
|
|
|
|
|
|
|
|
* |
|
Indicates less than 1%. |
|
(1) |
|
Includes shares issuable upon the exercise of stock options outstanding and fully vested on
or within 60 days after October 31, 2006, as follows: Mr. McClelland 82,500; Mr. Aitken
19,400; Mr. Bishop 8,000; Mr. Hicks 1,500; Mr. Hughes 3,000; Mr. Kern 8,000; Mr.
Ranck 13,000; Mr. Schmitz 27,800; Mr. Smiley 8,000 and Ms. Taylor 39,600. |
|
(2) |
|
Based on information as of September 30, 2006 as reported on Schedule 13F by AMVESCAP PLC.
|
|
(3) |
|
Based on information as of March 3, 2006 as reported on Schedule 13G by Thomas F. Frist III. |
|
(4) |
|
Based on information as of September 30, 2006 as reported on Schedule 13F by Pequot Capital
Management Inc. |
|
(5) |
|
Based on information as of September 30, 2006 as reported on Schedule 13F by Dalton, Greiner,
Hartman, Maher & Co. |
18
|
|
|
(6) |
|
Based on information as of September 30, 2006 as reported on Schedule 13F by Wells Capital
Management Inc. |
Stock Price Performance
Set forth below is a line graph indicating the stock price performance of the Companys common
stock for the period beginning August 1, 2001 and ending July 31, 2006 as contrasted with the
NASDAQ Composite Index ** and the AMEX Composite Index and the Russell 2000 Stock Index***. The
graph assumes that $100 was invested at the beginning of the period and has been adjusted for any
stock dividends distributed after August 1, 2006. No cash or stock dividends have been paid during
this period.
COMPARATIVE CUMULATIVE TOTAL RETURN
AMONG DYNAMEX INC.,
NASDAQ COMPOSITE INDEX, AMEX COMPOSITE INDEX
AND RUSSELL 2000 INDEX
ASSUMES $100 INVESTED ON AUGUST 1, 2001
ASSUMES DIVIDENDS REINVESTED
FISCAL YEAR ENDING JULY 31, 2006
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The Company transferred its listing to the NASDAQ National Market from the Amex on March
14, 2005. |
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The Russell 2000 Stock Index represents companies with a market capitalization similar to
that of the Company. The Company does not believe it can reasonably identify a peer group
because it believes that there is only one public company engaged in lines of business
directly comparative to those of the Company. |
19
OTHER MATTERS
Miscellaneous
The Board of Directors knows of no other matters that are likely to come before the Annual
Meeting. If any other matters should properly come before the Annual Meeting, it is the intention
of the persons named in the accompanying form of Proxy to vote on such matters in accordance with
their best judgment.
Shareholder Proposals for 2008 Annual Meeting
Any shareholder proposal to be presented for action at the 2008 Annual Meeting of Shareholders
must be received at the Companys principal executive offices no later than July 15, 2007, for
inclusion in the proxy statement and form of proxy relating to the 2008 annual meeting.
The solicitation of proxies is made on behalf of the Board of Directors of the Company, and
the cost thereof will be borne by the Company. The Company will also reimburse brokerage firms and
nominees for their expenses in forwarding proxy material to beneficial owners of the Common Stock
of the Company. In addition, officers and employees of the Company (none of whom will receive any
compensation therefore in addition to their regular compensation) may solicit proxies. The
solicitation will be made by mail and, in addition, may be made by email, telegrams, personal
interviews, or telephone.
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By Order of the Board of Directors
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Dated: November 17, 2006 |
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/s/ Wayne Kern
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Wayne Kern |
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Secretary |
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20
PROXY
DYNAMEX INC.
The undersigned hereby (a) acknowledges receipt of the Notice of Annual Meeting of
Shareholders of Dynamex Inc. (the Company) to be held on January 9, 2007, at 10:00 a.m., Central
Standard Time, and the Proxy Statement in connection therewith, and (b) appoints Richard K.
McClelland and Ray E. Schmitz, or either of them, his proxy, with full power of substitution and
revocation, for and in the name, place and stead of the undersigned, to vote upon and act with
respect to all of the shares of Common Stock of the Company standing in the name of the undersigned
or with respect to which the undersigned is entitled to vote and act at said meeting or at any
adjournment thereof, and the undersigned directs that his proxy be voted as follows:
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ELECTION OF DIRECTORS |
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FOR nominees
listed below except as marked to the contrary below |
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WITHHOLD
AUTHORITY to vote for all nominees listed below |
Richard K. McClelland, Kenneth H. Bishop, Brian J. Hughes, Wayne Kern, Bruce E. Ranck and Stephen
P. Smiley
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INSTRUCTION: |
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To withhold authority to vote for any individual nominee, write that nominees name in the space below. |
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
IN THE DISCRETION OF THE PROXY, ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING OR
ANY ADJOURNMENT THEREOF.
IMPORTANT: SIGN ON OTHER SIDE
THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE. IF NO SPECIFICATION IS MADE, THIS
PROXY WILL BE VOTED FOR ALL NOMINEES FOR DIRECTORS AND TO RATIFY THE APPOINTMENT OF INDEPENDENT
AUDITORS.
The undersigned hereby revokes any proxy or proxies heretofore given to vote upon or act with
respect to such stock and hereby ratifies and confirms all that said proxies, their substitutes, or
any of them, may lawfully do by virtue hereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
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Dated: |
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Signature
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(Signature if held jointly)
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Please date the proxy and sign your name exactly as
it appears hereon. Where there is more than one
owner, each should sign. When signing as an
attorney, administrator, executor, guardian or
trustee, please add your title as such. If executed
by a corporation, the proxy should be signed by a
duly authorized officer. Please sign the proxy and
return it promptly whether or not you expect to
attend the meeting. You may nevertheless vote in
person if you do attend. |