SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |X| Filed by a Party other than the Registrant |_|
Check the appropriate box:
|X| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-12
THE GOLDFIELD 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):
|X| No fee required
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:
|_| Fee paid previously with preliminary materials.
|_| 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:
Preliminary Copy
The Goldfield Corporation
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON ______, 2001
To Our Stockholders:
Notice is hereby given that the Annual Meeting of the Stockholders of The
Goldfield Corporation has been called and will be held at [________________], on
[________], 2001 at 9:00 a.m. for the following purposes:
1. To consider and act upon a proposal to adopt an amendment to the Restated
Certificate of Incorporation of the Company to eliminate cumulative voting
in the election of directors.
2. To elect six directors to the Company's Board of Directors.
3. To ratify the appointment of KPMG LLP as independent accountants for the
fiscal year ending December 31, 2001.
4. To vote on the stockholder proposal set forth on page ____ of the
accompanying proxy statement.
5. To transact such other business as may lawfully come before the meeting or
any adjournment thereof.
Only stockholders of record at the close of business on [_________], 2001 will
be entitled to vote at the meeting or any adjournment thereof. The transfer
books of the Company will not be closed.
By Order of the Board of Directors
Dwight W. Severs
Secretary
Melbourne, Florida
[_________], 2001
If you are unable to attend the meeting in person, you are requested by the
Board of Directors of the Company to date, sign, and return the enclosed proxy
in the enclosed envelope. No postage is necessary if mailed in the United
States. In the event you later decide to attend the meeting, you may revoke your
proxy and vote your shares in person.
The Goldfield Corporation
Suite 500, 100 Rialto Place
Melbourne, Florida 32901
(321) 724-1700
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
[ ], 2001
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of The Goldfield Corporation (the "Company"),
to be voted at the Annual Meeting of Stockholders of the Company to be held on [
], 2001 at 9:00 a.m. and at any and all adjournments thereof. The meeting will
be held for the purposes set forth in the notice and in this proxy statement.
This proxy statement and the accompanying annual report are being mailed to
stockholders on [_________], 2001.
RECORD DATE, STOCKHOLDERS ENTITLED TO VOTE AND REQUIRED VOTE
Only holders of record of outstanding shares of the Company at the close of
business on [_________], 2001 will be entitled to vote at the Annual Meeting of
Stockholders on [ ], 2001. As of [ ], 2001 the Company had outstanding [ ]
shares of common stock, par value $.10 per share (the "Common Stock"), and [ ]
shares of Series A 7% Voting Cumulative Convertible Preferred Stock, par value
$1.00 per share (the "Series A Preferred Stock"). The holders of the Common
Stock and the Series A Preferred Stock will vote together as a class; in
addition, with respect to the proposal to amend the Restated Certificate of
Incorporation to eliminate cumulative voting, the holders of the Series A
Preferred Stock will also vote separately as a class. Each outstanding share of
Common Stock and Series A Preferred Stock is entitled to one vote on each matter
to be voted upon at the meeting other than the election of directors.
Approval of the proposal of the Board of Directors to amend the Restated
Certificate of Incorporation to eliminate cumulative voting in the election of
directors requires the affirmative vote of (1) the majority of the outstanding
shares of Common Stock and Series A Preferred Stock entitled to vote at the
Annual Meeting, voting together as a class and (2) two-thirds of the outstanding
shares of Series A Preferred Stock entitled to vote at the Annual Meeting,
voting separately as a class. The election of directors requires a plurality of
the votes cast for the election of directors; accordingly, the six directorships
to be filled at the Annual Meeting will be filled by the six nominees receiving
the six highest number of votes. Approval of the proposal ratifying the
selection of KPMG LLP as independent auditors and approval of the stockholder
proposal requires the affirmative vote of the majority of the shares present in
person or represented by proxy and entitled to vote at the meeting.
SOLICITATION, VOTING AND REVOCATION OF PROXIES
This solicitation is made on behalf of the Board of Directors of the
Company. For a description of the expenses incurred by the Company in connection
with this solicitation, see "Additional Information" below.
You are requested to sign, date and return the enclosed proxy in the
postage-paid envelope provided. If the proxy is signed with a voting direction
indicated, the proxy will be voted according to the direction given. If no
direction is given with respect to a proposal, the proxy will be voted as
follows with respect to any such proposal:
(1) FOR the proposal relating to the amendment to the Restated Certificate
of Incorporation to eliminate cumulative voting in the election of
directors;
(2) FOR the election of the nominees for directors named herein;
(3) FOR the ratification of the appointment of KPMG LLP as independent
certified public accountants for the year 2001; and
(4) AGAINST the stockholder proposal.
Abstentions will be counted to determine the presence of a quorum.
Abstentions will not affect the outcome of the election of directors; however,
with respect to each other proposal an abstention will have the same effect as a
vote against that proposal. Shares represented by "broker non-votes" will also
be counted for purposes of determining a quorum. Broker non-votes occur when
nominees, such as brokers who hold shares on behalf of beneficial owners, do not
receive timely voting instructions from beneficial owners. Brokers have the
authority to vote on certain matters, such as the election of directors and the
approval of auditors, without voting instructions from beneficial owners.
Brokers do not have the discretion, however, to vote on the proposal relating to
the amendment to the Restated Certificate of Incorporation to eliminate
cumulative voting or the stockholder proposal. Broker non-votes will have no
effect on the election of directors or the stockholder proposal or the
ratification of the appointment of KPMG LLP as independent certified public
accountants; however, with respect to the proposal relating to the amendment to
the Restated Certificate of Incorporation, a broker non-vote will have the same
effect as a vote against the proposal.
If Proposal 1 to Amend the Restated Certificate of Incorporation to Eliminate
Cumulative Voting Is Adopted
If the stockholders adopt Proposal 1 to eliminate cumulative voting in the
election of directors, you will have one vote per share for each nominee for
director and there will be no cumulative voting for directors at the meeting. In
the absence of cumulative voting, any authorization or any direction to any
proxyholder to cast more than one vote per share in favor of any nominee will be
ineffective. Please note that if there is no cumulative voting and you have
attempted to allocate votes among fewer than all of the nominees, but you have
not written in the space provided on the proxy card the name of any nominee from
whom you would like your vote withheld, one vote will be cast for each of the
nominees.
If the proposal to amend the Restated Certificate of Incorporation to
eliminate cumulative voting is adopted by the stockholders, the amendment to the
Restated Certificate of Incorporation would become effective upon the filing of
a Certificate of Amendment with the Secretary of State of the State of Delaware.
This filing would be made during a recess of the Annual Meeting or upon an
adjournment, if one is necessary to tally the voting results.
If Proposal 1 to Amend the Restated Certificate of Incorporation to Eliminate
Cumulative Voting Is NOT Adopted
If the stockholders do NOT adopt Proposal 1 to eliminate cumulative voting
in the election of directors, cumulative voting will be available. Under
cumulative voting, you can cast a number of votes equal to the number of shares
held as of the record date multiplied by the total number of directors to be
elected. You may allocate votes to one or more nominees for director.
If cumulative voting is available, the following process will be followed.
Where a vote FOR the nominees for the Board of Directors is marked or no
direction is given with respect to the Election of Directors on your proxy card,
unless contrary instructions are given, the proxyholders will have discretionary
authority to cumulate all votes to which you are entitled and allocate them in
favor of any one or more of such nominees, as the proxyholder may determine.
Proxyholders intend to allocate such votes in order to elect as many nominees to
the Board of Directors as believed possible under the then prevailing
circumstances. If you desire to cumulate your votes, the accompanying proxy card
should be marked to indicate clearly that you intend to exercise the right to
cumulate votes and should specify how the votes are to be allocated among
nominees for directors. For example, you may write next to the name of the
nominee or nominees for whom you desire to cast votes the number of votes to be
cast for such nominee or nominees. Alternatively, without exercising your right
to vote cumulatively, you may instruct the proxyholders not to vote for one or
more nominees by writing the name(s) of such nominee or nominees in the space
provided on the proxy card. Unless contrary instructions are given on the proxy
card, if you withhold authority to vote for one or more nominees, all of your
cumulative votes will be distributed among the remaining nominees at the
discretion of the proxyholder.
Revocation of Proxy
You may revoke the proxy at any time prior to its exercise by duly
executing and returning a later dated proxy or by filing a written revocation
bearing a later date with the Secretary of the Company. The proxy will be
revoked if you attend the meeting and vote in person.
Item 1.
PROPOSAL 1 -- AMENDMENT TO THE RESTATED CERTIFICATE OF
INCORPORATION TO ELIMINATE CUMULATIVE VOTING
THE BOARD OF DIRECTORS BELIEVES THAT THIS PROPOSAL IS IN THE BEST INTEREST
OF THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE FOR THE PROPOSAL.
On [___________], the Board of Directors approved an amendment to Article
Four of the Company's Restated Certificate of Incorporation to eliminate
cumulative voting in the election of directors.
The Company's Restated Certificate of Incorporation gives stockholders the
ability to cumulate votes in each election of directors. Under cumulative
voting, each stockholder can cast a number of votes equal to the number of
shares held as of the applicable record date multiplied by the total number of
directors to be elected. Votes may be allocated to one or more nominees for
director. Therefore, stockholders with a minority percentage of the outstanding
shares, by cumulating votes, may be able to elect one or more directors.
The Board of Directors proposes that the Restated Certificate of
Incorporation be amended so that directors will be elected by plurality vote as
set forth in the Delaware General Corporation Law. The Board's decision reflects
the fact that cumulative voting has fallen out of favor; today only about 10.7%
of S&P SmallCap companies use cumulative voting. If voting is by plurality, each
stockholder will be entitled to one vote per share for each nominee for
director. The Board of Directors believes that this method is the fairest and
the most likely to produce a Board that effectively represents the interests of
all of the Company's stockholders and not a particular interest group.
Reasons for Eliminating Cumulative Voting
The Board of Directors believes that it is in the best interest of the
Company and its stockholders to amend the Restated Certificate of Incorporation
to eliminate cumulative voting. The Board of Directors believes that cumulative
voting threatens to undermine effective Board functioning in several respects.
First, it is the duty of the Board to represent all of the stockholders. To do
so, each director must feel a responsibility toward all the stockholders,
without any special loyalty to any one group. With cumulative voting, one or
more directors might be principally concerned about representing and acting in
the interests of special groups of stockholders rather than in the interests of
all stockholders. Also, cumulative voting may result in a corporation or group
seeking to gain control of the Company, or a faction acting for its own purposes
rather than in the best interests of stockholders, gaining representation on the
Board. Second, cumulative voting may result in partisanship among members of the
Board that could impair their ability to work together. We believe eliminating
cumulative voting will protect the Company from unsolicited takeover proposals
or other attempts by minority stockholders to disrupt the operation of the Board
of Directors for personal advantage.
In order to eliminate the factionalism promoted by cumulative voting, the
modern trend has favored plurality control over cumulative voting. The State of
California, considered to be one of the most protective states of stockholder
interests, amended its laws in 1989 to facilitate the repeal of cumulative
voting by corporations. In supporting the change, the Committee on Corporations
of the Business Law Section of the State Bar of California concluded:
"While a healthy diversity of opinion and experience, as represented by
independent directors, is desirable, factionalism is not appropriate in
the board's essential executive function. The principal objective of a
business enterprise should be profit and gain for its stockholders, not
political accommodation of competing interests...Practical experience
has shown that effective management of a corporation requires candor
and consensus in the Boardroom, not rancor and contention."
Possible Effects of Eliminating Cumulative Voting
The elimination of cumulative voting will enable the holders of a majority
of the shares entitled to vote in an election of directors to elect all of the
directors being elected at that time, and make it more difficult for minority
stockholders to elect a director. In addition, elimination of cumulative voting
might, under certain circumstances, render more difficult, or discourage, a
merger or tender offer that is not approved by the Board of Directors or a proxy
contest.
IF ADOPTED, THE AMENDMENT WOULD APPLY AT THIS ANNUAL MEETING TO THE
ELECTION OF DIRECTORS AND CUMULATIVE VOTING WOULD NOT BE AVAILABLE.
The affirmative vote of (1) a majority of the outstanding shares of the
Company's Common Stock and Series A Preferred Stock voting together as a class
and (2) two-thirds of the outstanding shares of the Company's Series A Preferred
Stock voting separately as a class is required to approve the amendment to the
Restated Certificate of Incorporation to eliminate cumulative voting. Please
note that any shares not voted (whether by abstention, broker non-vote or
otherwise) will have the same effect as a vote against the proposal.
The Board of Directors recommends a vote FOR the adoption of the amendment
to the Restated Certificate of Incorporation to eliminate cumulative voting in
the election of directors.
Item 2.
PROPOSAL 2 -- ELECTION OF DIRECTORS
Six directors are to be elected at the Annual Meeting, to serve for a term
of one year or until their successors are elected and qualified.
If Proposal 1 to amend the Restated Certificate of Incorporation to
eliminate cumulative voting is adopted, you will have one vote per share for
each nominee for director and there will be no cumulative voting for directors
at the meeting. If Proposal 1 is NOT adopted, cumulative voting will be
available. See "Solicitation, Voting and Revocation of Proxies" above.
Information About Nominees
Reference is made to the information set forth below under "Ownership of
Voting Securities by Certain Beneficial Owners and Management" as to the stock
ownership of the nominees. The following table sets forth with respect to each
nominee, his address, the office presently held by him with the Company or his
principal occupation if not employed by the Company, the year in which he first
became a director of the Company and his age.
Principal Occupation Director
Name and Business Address For the Last Five Years Since Age (1)
------------------------- ----------------------- ----- -------
Harvey C. Eads, Jr. City Manager of Coral Gables, Florida since May 1988. 1999 55
Office of the City Manager
City of Coral Gables
405 Biltmore Way
Coral Gables, FL 33134
John P. Fazzini Real Estate Developer; President of Bountiful Lands, 1984 56
Bountiful Lands, Inc. Inc. (real estate development corporation) since
101 East Stuart Avenue 1980.
Lake Wales, FL 33853
Danforth E. Leitner Real Estate Broker; Real Estate Appraiser; President 1985 60
The Leitner Company of the Leitner Company (real estate brokerage and
528 North Main Street appraisal corporation) since 1984.
Hendersonville, NC 28792
Al Marino Architectural Designer; President of A.M. Marino -- 43
A.M. Marino Design, Inc. Design, Inc. (architectural design firm) since 1986
1483 Main Street (Mr. Marino is the son of Anthony J. Ford who owns
Weymouth, MA 02190 2,065,300 shares of the Company's Common Stock).
Dwight W. Severs City Attorney for City of Titusville, Florida since 1998 57
Titusville City Attorney January 1999; Principal for the firm of Dwight W.
555 South Washington Avenue Severs & Associates, P.A. since March 1998; a member
Titusville, FL 32796 of the law firm of Severs, Stadler & Harris, P.A.
between January 1995 and March 1998.
John H. Sottile Chairman of the Board of Directors of the Company 1983 53
The Goldfield Corporation since May 1998; President of the Company since 1983
100 Rialto Place, Suite 500 and Chief Executive Officer of the Company since
Melbourne, FL 32901 1985.
---------------------
(1) As of December 31, 2000.
If any of the foregoing nominees should withdraw or otherwise become
unavailable, which the Board of Directors does not presently anticipate, it is
intended that proxies will be cast for such person or persons as the Board of
Directors may designate in place of such nominee or nominees.
Directors who are also employees of the Company are not paid any fees or
other remuneration for service on the Board or on any Board committee. Each
non-employee director receives an aggregate annual fee of $15,000, with $1,250
paid each month, and an additional $500 paid for each Board meeting attended in
person.
PARTICIPANTS IN THE SOLICITATION
Under applicable regulations of the Securities and Exchange Commission (the
"SEC"), each of the directors and nominees of the Company is deemed to be a
"participant" in the Company's solicitation of proxies. The following sections
set forth certain additional information regarding the Company's nominees and
directors.
Transactions in the Company's Securities in the Last Two Years
No director or nominee sold any Company securities during the past two
years. The following table sets forth all purchases made by these persons.
Name Number of Shares Purchased Date
---- ------------------------- ----
Harvey C. Eads 1,000 December 17, 1999
John P. Fazzini 6,000 March 29, 2001
Danforth E. Leitner 20,000 March 22, 2001
Al Marino 1,000 April 4, 2001
Dwight W. Severs 9,700 December 28, 2000
10,300 December 27, 2000
15,200 December 26, 2000
4,800 December 22, 2000
John H. Sottile 250,000 March 26, 2001 (1)
63,300 December 29, 1999
14,600 December 28, 1999
3,900 December 27, 1999
16,600 December 23, 1999
29,500 December 22, 1999
4,900 December 21, 1999
5,200 December 17, 1999
2,200 December 16, 1999
3,700 December 15, 1999
2,000 December 14, 1999
200 December 13, 1999
2,600 December 10, 1999
3,100 December 9, 1999
5,900 December 8, 1999
200 December 2, 1999
3,200 December 1, 1999
4,100 November 22,1999
2,600 November 18,1999
16,200 November 17,1999
7,000 November 16,1999
300 November 15,1999
5,000 November 9,1999
2,400 November 8,1999
13,500 November 5,1999
1,300 November 4,1999
13,800 November 2,1999
--------------------------------
(1) Option exercise.
Additional Information
Except as disclosed elsewhere in this Proxy Statement, to the knowledge of
the Company none of the Company's directors and nominees: (i) owns of record any
securities of the Company that are not beneficially owned by them; (ii) is, or
was within the past year, a party to any contract, arrangement or understanding
with any person with respect to the securities of the Company, including, but
not limited to, joint ventures, loan or option agreements, puts or calls,
guarantees against loss or guarantees of profit, division of losses or profits,
or the giving or withholding of proxies; (iii) has any substantial interest,
direct or indirect, by security holdings or otherwise, in any matter to be acted
upon at the Annual Meeting; (iv) beneficially owns any securities of any parent
or subsidiary of the Company; or (v) borrowed any funds to purchase any
securities set forth under "Participants in the Solicitation." Except as
disclosed elsewhere in this Proxy Statement, to the knowledge of the Company
none of the Company's directors or nominees nor any of their associates has any
arrangement or understanding with any person with respect to future employment
by the Company or its affiliates or with respect to any future transactions to
which the Company or any of its affiliates will or may be a party, nor any
material interest, direct or indirect, in any transaction which has occurred
since January 1, 2000 or any currently proposed transaction, or series of
similar transactions, to which the Company or its affiliates was or is to be a
party and in which the amount involved exceeds $60,000.
The Board of Directors unanimously recommends a vote FOR the re-election of
John H. Sottile, John P. Fazzini, Danforth E. Leitner, Dwight W. Severs and
Harvey C. Eads, Jr. and the election of Al Marino.
OWNERSHIP OF VOTING SECURITIES BY CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of [__________,] 2001, certain stock
ownership information regarding all stockholders known by the Company to be the
beneficial owners of 5% or more of the outstanding shares of Common Stock and
Series A Preferred Stock of the Company and executive officers and directors of
the Company.
Amount Beneficially Owned (1)
Common Percent of Class (2)
Obtainable Upon -------------------- Percent
Common Conversion of Series A Common Series A of Voting
Beneficial Owners (3) Preferred (4) Preferred (1) Preferred Securities (5)
----------------- ----------- ------------- --------- ---------- --------- --------------
(a) Holders of more than 5%
(other than directors):
Anthony J. Ford (6)
33 Van Ripper Street
Staten Island, NY 10302 2,065,300 7.53% 7.53%
Suzanne S. Guanci
1130 Placetas Avenue
Coral Gables, FL 33146 33,043 28,860 8.50% 0.12%
Linda Lonergan
1202 Pawnee Terrace
Indian Harbor Beach,
Florida 32937 103,044 90,000 26.52% 0.37%
Mary H. Leitner
2344 Brookside Drive
Indialantic, FL 32903 49,130 21,188 18,506 0.18% 5.45% 0.26%
(b) Directors and Executive
officers:
Harvey C. Eads, Jr. 1,000
John P. Fazzini 6,100 0.02% 0.02%
Patrick S. Freeman 113,533 0.42% 0.42%
Robert L. Jones 208,333 0.76% 0.76%
Danforth E. Leitner 20,600 0.08% 0.08%
Al Marino (7) 1,000
Dwight W. Severs 42,000 0.15% 0.15%
John H. Sottile (8) 913,288 225,360 196,833 3.33% 57.99% 4.12%
Stephen R. Wherry 93,333 0.34% 0.34%
(c) All Officers and
Directors as a group
(9 in number): 1,399,187 225,360 196,833 5.09% 57.99% 5.88%
--------------
(1) Includes holdings of spouses, minor children, relatives and spouses of
relatives living in the same household, even if beneficial ownership is
disclaimed.
(2) All percentages have been determined as of [______], 2001 in accordance
with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. For
purposes of this table, a person or group of persons is deemed to have
"beneficial ownership" of any shares of Common Stock which such person has
the right to acquire within 60 days after [______], 2001.
(3) Excludes shares of Common Stock obtainable upon conversion of Series A
Preferred Stock.
(4) Each share of Series A Preferred Stock is currently convertible into
1.144929 shares of Common Stock.
(5) In accordance with the rules of the SEC, the percentage shown in this
column opposite the name of each person or group has been computed assuming
the conversion of any Series A Preferred Stock and the exercise of any
options held by such person or group and that no conversions or exercises
by others have occurred.
(6) Information as to shares beneficially owned by Mr. Ford is based on
information provided by Mr. Ford to the Company.
(7) Does not include 2,065,300 shares of the Company's Common Stock owned by
Mr. Marino's father, Anthony J. Ford, as to which Mr. Marino disclaims
beneficial ownership.
(8) Includes 140,400 shares of Common Stock owned by Mr. Sottile's wife, Ann
Sottile, and 27,451 shares of Common Stock owned by Mr. Sottile's son, John
Nicholas Sottile. Does not include 118,860 shares of the Company's Series A
Preferred Stock, convertible into 136,087 shares of Common Stock, owned by
Mr. Sottile's sisters, Suzanne S. Guanci and Linda Lonergan, as to which
Mr. Sottile disclaims beneficial ownership.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who beneficially own more than ten
percent of a registered class of the Company's equity securities, to file with
the SEC initial reports of ownership and reports of changes in ownership of
Common Stock and Series A Preferred Stock of the Company. Copies of all such
reports filed with the SEC are required to be furnished to the Company. Based
solely on the Company's review of the copies of such reports it has received,
the Company believes that all of its executive officers, directors and greater
than ten percent beneficial owners complied with all filing requirements
applicable to them with respect to transactions during the year ended December
31, 2000.
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth the cash compensation
for the Company's Chief Executive Officer and executive officers, including two
executive officers of subsidiaries, whose compensation exceeded $100,000 during
the years ended December 31, 2000, 1999 and 1998. The information provided under
the heading "Executive Compensation" is that required by "small business
issuers" as defined by the rules of the SEC.
Summary Compensation Table
Long-term
Compensation
Annual Compensation Awards
All Other Stock Options
Name and Salary Bonus Compensation (in shares)
Principal Position Year ($) (1) ($) (1) ($) (2) (3)
------------------ ---- ------- ------- ------- ---
John H. Sottile 2000 380,333 -- 245,100 --
Chairman, President and 1999 369,556 -- 4,800 375,000
Chief Executive Officer 1998 361,252 -- 4,800 --
Patrick S. Freeman 2000 112,500 8,758 95,100 --
President of mining 1999 112,500 18,000 3,375 125,000
subsidiaries 1998(4) 116,827 -- 3,505 --
Robert L. Jones 2000 105,000 189,089 95,100 --
President of electrical 1999 105,000 266,042 4,800 125,000
construction subsidiary 1998 104,827 110,000 4,800 --
Stephen R. Wherry 2000 118,229 65,000 95,100 --
Vice President, Treasurer 1999 108,750 24,000 3,787 125,000
and Chief Financial Officer 1998 100,250 17,500 3,008 --
--------------
(1) Amounts reported represent compensation earned for the year, some of which
may have been paid in a subsequent year.
(2) All other compensation for 2000 is composed of (a) payments related to the
termination of the Company's Employee Benefit Agreements ($240,000 for Mr.
Sottile; $90,000 for Mr. Freeman; $90,000 for Mr. Jones; $90,000 for Mr.
Wherry) and (b) Company contributions to the Company's Cash Deferred Profit
Sharing Plan ($5,100 each for Messrs. Sottile, Freeman, Jones and Wherry).
Amounts for 1999 and 1998 include Company contributions to the Company's
Cash Deferred Profit-Sharing Plan.
(3) All stock option awards were made pursuant to The Goldfield Corporation
1998 Executive Long-term Incentive Plan.
(4) Mr. Freeman's 1998 annual salary included 27 bi-weekly pay periods, while
each of his 2000 and 1999 annual salaries included 26 such periods.
The persons named in the foregoing table, together with Dwight W. Severs,
Secretary of the Company, are all of the executive officers of the Company.
Information concerning the executive officers (other than Messrs. Freeman and
Jones) is set forth in the Company's Annual Report on Form 10-K for the year
ended December 31, 2000. Mr. Freeman, 54, has been President of the Company's
mining subsidiaries since 1988. Mr. Jones, 53, has been President of the
Company's electrical construction subsidiary since September 1995. John Sottile,
53, has been Chairman of the Board of Directors and Chairman of the Board of the
Company's subsidiaries since May 1998.
OPTION EXERCISES IN 2000 AND YEAR-END OPTION VALUE
The following table shows the number and value of stock options (exercised
and unexercised) held by the named executive officers in 2000. Value is
calculated using the difference between the option exercise price ($0.21875) and
the 2000 year-end stock price ($0.4375) multiplied by the number of shares
underlying the options.
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-money Options
Acquired Options at End of 2000(1) at End of 2000
on Value ------------------------------ -----------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- -------- -------- ----------- ------------- ----------- --------------
(#) ($) (#) (#) ($) ($)
John H. Sottile -- -- 125,000 250,000 27,344 54,688
Robert L. Jones -- -- 41,667 83,333 9,115 18,229
Patrick S. Freeman -- -- 41,667 83,333 9,115 18,229
Stephen R. Wherry -- -- 41,667 83,333 9,115 18,229
-------------
(1) In March 2001, each optionee exercised all options listed above that were
exercisable at the end of 2000. Also, each optionee exercised additional
options that became exercisable on March 9, 2001 in the following amounts:
Mr. Sottile - 125,000; Messrs. Jones, Freeman and Wherry - 41,666.
On January 15, 1985, the Company entered into an employment agreement with
John H. Sottile. This agreement, as amended on February 25, 1986, September 23,
1988, February 27, 1990, January 29, 1992, September 15, 1995 and September 20,
1999, expires on December 31, 2009 and provides for continuous employment until
December 31, 2009. This contract currently entitles Mr. Sottile to a salary of
$330,333, which salary may be increased as a result of future annual increases
in the Consumer Price Index. If his employment by the Company is terminated
(which will be deemed to have occurred if he is relocated), Mr. Sottile is
entitled to receive, within ten days of notice of termination, an amount equal
to the full cash salary that he would have received in the absence of such
termination from the date of termination through December 31, 2009. In the event
of his permanent disability or death, he or his estate will be entitled to his
salary through the end of the month of his permanent disability or death and for
one year thereafter. In addition, on January 11, 1986, a subsidiary of the
Company entered into an employment agreement with Mr. Sottile. Such agreement,
as amended on September 13, 1988, January 29, 1992, September 11, 1995 and
September 20, 1999, provides for continuous employment until December 31, 2009
and thereafter from year to year until terminated and entitles him to be paid
$50,000 per year. If his employment by the subsidiary is terminated without
cause (which will be deemed to have occurred if he is relocated), he is entitled
to receive an amount equal to his full cash salary from the date of such
termination through December 31, 2009. In the event of permanent disability or
death, he or his estate will be entitled to his salary for one year.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
During 2000, the Board of Directors met four times. The Board of Directors
has, among others, the following committees: an Audit Committee, a Compensation
Committee, a Nominating Committee and a Stock Option Committee.
The Audit Committee, which monitors the activities of the Company's
independent accountants and its accounting department and reports on such
activities to the full Board of Directors, consists of Harvey C. Eads, Dwight W.
Severs, Danforth E. Leitner and John P. Fazzini. During 2000, the Audit
Committee held three meetings.
The Compensation Committee reviews the compensation of the executive
officers of the Company and makes recommendations to the Board of Directors
regarding such compensation. The members of the Compensation Committee are
Dwight W. Severs and John P. Fazzini. The Compensation Committee held one
meeting during 2000.
The Nominating Committee recommends qualified candidates for election to
the Board of Directors of the Company, including the slate of directors which
the Board of Directors proposes for election by stockholders at the Annual
Meeting. The Nominating Committee consists of John H. Sottile, John P. Fazzini
and Danforth E. Leitner. During 2000, the Nominating Committee held one meeting.
The Nominating Committee is not precluded from considering written
recommendations for nominees from stockholders. Such recommendations for the
2002 election of directors, together with a description of the proposed
nominee's qualifications and other relevant biographical information, should be
sent to the Secretary of the Company prior to [________], 2001.
The Stock Option Committee administers The Goldfield Corporation 1998
Executive Long-term Incentive Plan (the "Plan"). The Stock Option Committee has
complete discretion in determining the number of shares subject to options
granted to an employee eligible under the Plan and in determining the terms and
conditions pertaining to such options, consistent with the provisions of the
Plan. The Stock Option Committee consists of John P. Fazzini, Dwight W. Severs
and Danforth E. Leitner. During 2000, the Stock Option Committee held one
meeting.
During 2000, no incumbent director attended fewer than 100% of the total
number of meetings of the Board of Directors and all committees of the Board
that he was eligible to attend.
Item 3.
PROPOSAL 3 -- RATIFICATION OF APPOINTMENT OF ACCOUNTANTS
The Board of Directors of the Company has appointed the firm of KPMG LLP as
its independent certified public accountants for the year ending December 31,
2001, subject to the appointment being ratified by the Company's stockholders.
KPMG LLP (including a predecessor firm, W. O. Daley & Company) has been serving
the Company and its subsidiaries for the past 38 years.
A representative of KPMG LLP is expected to be present at this year's
Annual Meeting of Stockholders, at which time he will be given an opportunity to
make a statement and is expected to be available to respond to appropriate
questions. The appointment of KPMG LLP was made upon the recommendation of the
Audit Committee. If the stockholders do not ratify the selection of KPMG LLP,
the selection of independent certified public accountants will be reconsidered
by the Board of Directors of the Company.
The Board of Directors unanimously recommends a vote FOR the ratification
of the appointment of KPMG LLP as independent certified public accountants of
the Company.
AUDIT COMMITTEE REPORT AND FEE INFORMATION
Audit Committee Report
The Board of Directors appoints an audit committee each year to review the
Company's financial matters. Each member of the Company's audit committee meets
the independence requirements set by the American Stock Exchange. The audit
committee members reviewed and discussed the audited financial statements for
the fiscal year ended December 31, 2000 with management. The committee also
discussed all the matters required to be discussed by Statement of Auditing
Standard No. 61 with the company's independent auditors, KPMG LLP. The audit
committee received a written disclosure and letter from KPMG LLP as required by
Independence Standards Board Standard No. 1 and has discussed with KPMG LLP its
independence. Based on its review and discussions, the audit committee
recommended to the Board of Directors that the audited financial statements be
included in the Company's Annual Report to stockholders and that the Form 10-K
be filed with the Securities and Exchange Commission.
The Board of Directors has adopted a written charter to govern the audit
committee. A copy of the Company's audit committee charter has been included as
Exhibit A to this proxy statement.
HARVEY C. EADS, JR.
DWIGHT W. SEVERS
DANFORTH E. LEITNER
JOHN P. FAZZINI
Audit Fees
The aggregate fees billed for professional services by KPMG LLP rendered
for the audit of the company's annual financial statements for the year ended
December 31, 2000 and the reviews of the financial statements included in the
Forms 10-Q for the year 2000 are $40,500.
Financial Information System Design and Implementation Fees
No fees were billed by KPMG LLP for information technology services
rendered during the fiscal year ended December 31, 2000.
All Other Fees
No fees were billed by KPMG LLP for services other than as disclosed above
for the fiscal year ended December 31, 2000.
Item 4.
PROPOSAL 4- STOCKHOLDER PROPOSAL
A stockholder has indicated that a proposal will be presented at the Annual
Meeting asking stockholders to approve a resolution urging the Board of
Directors to seek stockholder approval for all future executive officer
severance pay agreements. THE BOARD OF DIRECTORS BELIEVES THAT THIS STOCKHOLDER
PROPOSAL IS NOT IN THE BEST INTEREST OF THE COMPANY OR ITS STOCKHOLDERS AND
RECOMMENDS A VOTE AGAINST THE PROPOSAL.
The Board of Directors believes that the Company must maintain its ability
to enter into severance pay agreements with its executive officers in order to
act in the best interest of the Company and to maximize stockholder value.
Severance pay agreements, some types of which are contingent upon a change of
control of a company, are commonly given by companies to their executive
officers as part of executive compensation. A majority of Fortune 500 companies
have some form of such agreements in place.
It is impractical and inadvisable to impose a stockholder approval
procedure for all executive employment contracts having any severance pay
provisions, which are commonplace. As a matter of good corporate governance, the
Company for many years has placed the responsibility for determining executive
compensation with an independent committee of the Board of Directors. This
committee is composed of non-employee directors, each of whom has a fiduciary
duty to make these compensation decisions in the best interest of the Company
and its stockholders.
Requiring stockholder approval of executive severance pay agreements would
hamper the Company's flexibility to act promptly and decisively in attracting
and retaining executives and would put the Company at a disadvantage to other
companies with which it competes for executive management, as many of these
companies offer severance pay arrangements. Under the proposal, unless the
Company were to incur the significant expense of a special meeting of
stockholders, the Company could only enter into such agreements once a year
following the Annual Meeting of Stockholders. In many cases, this would not
allow the Company to timely respond to unanticipated events, such as the hiring
of a new executive officer to replace an executive officer who unexpectedly
departed.
The proponent's statement of support of the stockholder proposal focuses on
the employment contract between the Company and its current Chairman, Chief
Executive Officer and President, John H. Sottile. The basic structure of this
contract has been in place for over ten years. The Company's performance of its
duties under this agreement is a current, legally enforceable obligation, which
would not be in any way altered whether or not stockholders approved of the
agreement. The Company's failure to perform would be a violation of state law.
This proposal would also effectively preclude the Company from instituting
any agreement which would provide an executive officer with a payment upon a
change in control of the Company. These types of agreements may minimize any
conflict of interest that executives might be deemed to have in the event of a
takeover bid for the Company. By providing financial security against job loss
following a takeover, these arrangements help management to assess a takeover
bid without fear of personal financial loss, and to advise the Board whether the
bid is in the best interest of the Company and its stockholders. These
agreements can be an incentive for key personnel to protect stockholder
interests and to remain with the Company while the Company is facing the threat
of a contest for control.
The affirmative vote of a majority of the shares present in person or by
proxy at the Annual Meeting and entitled to vote on the proposal is required to
approve the proposal made to the Board.
The Board of Directors Recommends a Vote AGAINST the Proposal.
The following is the complete text of the proposal as submitted. The
proponent's name, address and number of shares held will be furnished upon
written or oral request to the Company.
Beginning of Stockholder Proposal
"RESOLVED: THAT THE SHAREHOLDERS OF GOLDFIELD URGE THE BOARD OF DIRECTORS TO
SEEK SHAREHOLDER APPROVAL FOR ALL FUTURE EXECUTIVE OFFICER SEVERANCE PAY
AGREEMENTS.
Goldfield shareholders request the Board of Directors seek prior
shareholder approval before entering into any further contracts that promise
executive officers payments after termination, except for normal severance
arrangements offered to all employees.
Proponent's Statement of Support
Goldfield currently has a very generous Severance Pay Agreement with John
Sottile, Chairman, which has never been subject to shareholder vote. This type
of agreement is commonly known as a "golden parachute." Without shareholder
consent, such severance agreements create potential conflicts of interest and
undermine shareholder confidence that executive pay is properly aligned with the
interests of shareholders.
Mr. Sottile's severance agreement provides for the immediate cash payment
of full salary through December 31, 2009 if he is terminated without cause or
relocated. His current salary is $369,556, a large portion of which rises every
year with the Consumer Price Index. For example, if Mr. Sottile was terminated
at the end of 2000, he would receive 9 years salary (approximately $4.5 million
assuming an average 6 percent inflation rate).
How does this compare to other severance packages? Quite generously. The
notorious package that Jill Barad received from Mattel, which was widely
criticized by shareholders and the press, was only 5 times her annual salary.
According to IRS guidelines, any severance package over three times average
annual salary is considered "excessive" and subjects the executive to additional
taxes.
Golden parachutes have proven costly to shareholders at other companies. A
1990 study of 1,000 major U.S. firms by the United Shareholders Association
found that the average annualized two-year return was 20 percent higher for the
559 companies without executive golden parachutes. A study of over 1,200 firms
was presented to the Academy of Management by Hasenhuttl and Harrison and showed
that high executive pay does not assure loyalty to the company.
We [the shareholder proponent] urge all shareholders to VOTE "FOR" this
proposal urging the Board to allow shareholders the opportunity to evaluate the
merits of executive officer severance agreements before such generous benefits
are granted."
End of Stockholder Proposal
The Board of Directors Recommends a Vote AGAINST the Proposal.
ADDITIONAL INFORMATION
The Company will pay the cost of soliciting proxies and will reimburse all
bankers, brokers and other custodians, nominees and fiduciaries for forwarding
proxies and proxy materials to the beneficial owners of the shares. In addition
to solicitation by mail, solicitation of proxies may be made personally or by
telephone, facsimile, telegram or other means by regular employees of the
Company with no specific additional compensation to be paid for such services.
Innisfree M&A Incorporated has been retained to assist in the solicitation of
proxies for a fee of [$50,000] plus out-of-pocket expenses. It is expected that
Innisfree will use up to approximately ____ persons in such solicitation.
Although no precise estimate can be made at this time, the Company
anticipates that the aggregate amount to be spent by the Company in connection
with the solicitation of proxies will be approximately [$__________], of which
approximately [$__________] has been incurred to date. This amount includes
legal fees, printing costs, the fees payable to Innisfree, distribution costs
and transportation costs, but excludes (i) the salaries and fees of officers,
directors and employees of the Company and (ii) the normal expenses of an
uncontested election. The aggregate amount to be spent will vary depending on,
among other things, any future developments that may occur.
OTHER MATTERS
A group of stockholders filed a Schedule 13D under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") with respect to the Company on each
of January 3, 2001 and February 28, 2001, and filed proxy materials on February
26, 2001 and March 21, 2001. These filings indicated their intention to nominate
five individuals in opposition to five of the nominees of your Board of
Directors. If this group solicits proxies from stockholders for the election of
its proposed nominees, the Company intends to oppose any such solicitation using
the methods described above under "Additional Information."
The Board of Directors is aware that another stockholder may present a
proposal at the meeting. This stockholder proposal was excluded from this Proxy
Statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934. If
the proposal is properly brought before the meeting, or any adjournment thereof,
it is intended that the proxyholders will use their discretionary authority to
vote against such proposal.
If it appears that a majority of the shares represented at the meeting
favor the proposed amendment to the Restated Certificate of Incorporation to
eliminate cumulative voting, the proxyholders may use their discretionary
authority to vote to adjourn the meeting to afford additional time for other
stockholders to cast their votes. Such discretion will not be exercised if it
does not appear that a majority of the shares represented at the meeting favor
the proposed amendment. In addition, the proxyholders may use their
discretionary authority to vote for any adjournment necessary to tally the votes
with respect to the proposed amendment.
Neither the Board of Directors nor management intends to bring before the
meeting any business other than the matters referred to in the Notice of Meeting
and this Proxy Statement. If any other business should come properly before the
meeting, or any adjournment thereof, the proxyholders will vote on such matters
according to their best judgment.
2002 STOCKHOLDER PROPOSALS
To be considered for inclusion in the proxy statement relating to the 2002
Annual Meeting, stockholder proposals must be received by the Company no later
than [__________]. In addition, the Company's Restated Bylaws, as amended,
require timely advance written notice to the Company by any stockholder who
intends to nominate a director to the Company's Board of Directors, to present
any proposal or to bring any business before any meeting of the stockholders of
the Company. Notice will be considered timely for the 2002 Annual Meeting if it
is received not later than [__________], 2002 and not earlier than [__________],
2002.
By Order of the Board of Directors
Dwight W. Severs
Secretary
Dated: [_________,] 2001
* * *
The Annual Report to Stockholders for the year ended December 31, 2000, which
includes financial statements, is being mailed concurrently to stockholders. The
Annual Report does not form any part of the material for the solicitation of
proxies.
A copy of the Company's Annual Report on Form 10-K for its fiscal year ended
December 31, 2000 filed with the Securities and Exchange Commission is available
without charge to those stockholders who would like more detailed information
concerning the Company. If you would like a copy of the Form 10-K, please write
to: The Goldfield Corporation, Suite 500, 100 Rialto Place, Melbourne, Florida
32901.
In addition, financial reports and recent filings with the Securities and
Exchange Commission, including the Form 10-K, are available on the Internet at
http://www.sec.gov. Company information is also available on the Internet at
http://www.goldfieldcorp.com.
Exhibit A
The Goldfield Corporation
Audit Committee Charter
I. Preamble:
The board of directors of The Goldfield Corporation ("the corporation") has
formed an audit committee to promote the financial transparency of the
corporation and to ensure the integrity of the corporation's financial
reporting processes and products. This charter is meant to identify the
personnel and functions of the audit committee.
II. Audit Committee Membership and Function:
A. Definitions.
1. Independence: Independent directors are not officers of the
corporation and are, in the view of the corporation's board of
directors, free of any relationship that would interfere with the
exercise of independent judgment. The following persons shall not be
considered independent:
(a) a director who is employed by the corporation or any of its
affiliates for the current year or any of the past three years;
(b) a director who accepts any compensation from the corporation or
any of its affiliates in excess of $60,000 during the previous
fiscal year, other than compensation for board service or
benefits under a tax-qualified retirement plan;
(c) a director who is a member of the immediate family of an
individual who is, or has been in any of the past three years,
employed by the corporation or any of its affiliates as an
executive officer. Immediate family includes a person's spouse,
parents, children, siblings, mother-in-law, father-in-law,
sister-in-law, son-in-law, daughter-in-law, and anyone who
resides in such person's home;
(d) a director who is a partner in, or a controlling stockholder or
an executive officer of, any for-profit business organization to
which the corporation made, or from which the corporation
received, payments (other than those arising solely from
investments in the corporation's securities) that exceed 5% of
the corporation's or business organization's consolidated gross
revenues for that year, or $200,000, whichever is more, in any of
the past three years;
(e) a director who is employed as an executive of another entity
where any of the corporation's executives serve on that entity's
compensation committee.
2. Financial Literacy: A member of the audit committee shall have
financial literacy when he has the ability to read and understand
fundamental financial statements, including a company's balance sheet,
income statement, and cash flow statement. Directors who have limited
familiarity with finance can achieve such "literacy" through
corporation-sponsored training programs.
B. Audit Committee Membership.
1. For so long as the corporation remains a small business filer (such
that it files reports under the Securities and Exchange Commission
Regulation S-B), the audit committee will have at least two members, a
majority of which will be independent directors. Otherwise, the
corporation will have an audit committee composed of three or more
directors, all of who will be independent directors.
2. Each director must be financially literate or become financially
literate within a reasonable period of time after his or her
appointment to the audit committee, and at least one member of the
audit committee shall have accounting or related financial management
experience.
3. Each audit committee member will be selected by the chairman of the
board of directors and will serve at the pleasure of the board of
directors.
4. The audit committee members shall elect a chairman and a secretary
from among its members.
C. Audit Committee Function.
1. The board of directors and the audit committee have the ultimate
authority and responsibility to select, oversee, evaluate, and, where
appropriate, to replace the independent auditor (or to nominate the
independent auditor to be proposed for stockholder approval in any
proxy statement). All employees of the corporation are directed to
cooperate as requested by committee members. Oversight
responsibilities over the independent auditor are described further in
Section III, below.
2. The independent auditor is ultimately accountable to the board of
directors and the audit committee as the representatives of the
stockholders.
3. The audit committee shall meet at least four times annually, inclusive
of telephonic meetings, or more frequently as circumstances may
require. Special meetings may be called by the chairman of the
committee or at the request of the independent auditor.
4. The audit committee will do whatever else the law, the corporation's
charter or bylaws or the board of directors requires.
III. Independent Auditor Oversight:
A. Auditor Qualifications.
1. The audit committee is responsible for ensuring its receipt from the
independent auditor of a formal written statement delineating all
relationships between the auditor and the corporation, consistent with
Independence Standards Board Standard No. 1.
2. The audit committee is also responsible for actively engaging in a
dialogue with the independent auditors with respect to any disclosed
relationships or services that may impact the objectivity and
independence of the auditor and to take or recommend that the full
board of directors take appropriate action to ensure the independence
of the auditor.
B. Auditor Engagement Letter. The auditor's engagement letter should define
the nature and scope of the audit engagement and provide a written contract
for the professional services of the auditing firm.
C. Annual Audit Review. In connection with the annual audit, the audit
committee shall:
1. Ascertain any disagreements between audit personnel and corporation
management.
2. Review corporate accounting policies and practices.
3. Affirm that accounting policies are consistent with industry practices
and are consistent with a fair presentation of the financial statement
in conformity with generally accepted accounting principles.
4. In consultation with the independent auditors, review the integrity of
the corporation's financial reporting processes, both internal and
external.
D. Quarterly Review. Prior to the time that the corporation files its
Quarterly Report on Form 10-Q, the independent auditor will conduct an SAS
71 Interim Financial Review (or such other auditing standard that may in
time modify, supplement or replace SAS 71). The committee shall review and
approve the process for preparing the financial statements to be submitted
on Form 10-Q.
E. Annual Report.
1. Review corporate annual report to evaluate whether it contains a fair
and meaningful presentation of financial statements, footnotes, and
supplementary information.
2. Affirm that the annual report discusses changes in corporate reporting
or accounting practices (for example, departures from generally
accepted accounting principles, exceptions to the consistent
application of accounting principles, etc.).
3. Review disclosure and ensure that practices are fully and fairly
disclosed.
4. Affirm appropriate use of statutory "safe harbor" disclosure if report
contains forward looking information.
5. Prepare for the inclusion in the annual meeting proxy statements a
letter to stockholders stating whether with respect to the prior
fiscal year:
(a) management has reviewed the audited financial statements with the
audit committee;
(b) the independent auditors have discussed with the audit committee
the matters required to be discussed by SAS 61;
(c) the members have discussed among themselves, without management
or the independent auditors present, the information disclosed to
the audit committee described in a) and b) above;
(d) the audit committee recommended to the board of directors that
the annual financial statements be included in the corporation's
Form 10-K; and
(e) the audit committee has received written disclosures and letters
from the accountants required by Independence Standards Board
Standard No. 1.
IV. Audit Committee Report:
A. Annual Report. The audit committee shall report at least annually to the
board of directors. The report should:
1. set forth the audit committee's function and responsibilities;
2. set forth a summary of the committee's recommendations, particularly
with respect to the selection of the auditing firm and the review of
the auditor's report;
3. attach critical audit reports and management letters.
B. Committee Charter. The audit committee shall:
1. At least annually, affirm in the proxy statement the existence of an
audit committee charter and compliance with the charter;
2. At least annually, review charter for any necessary revisions and
refer all revisions to the board of directors;
3. At least triennially attach audit committee charter to the annual
proxy statement.
Preliminary Copy
THE GOLDFIELD CORPORATION PROXY
Annual Meeting of Stockholders to be Held on [__________, 2001]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John H. Sottile and Dwight W. Severs, and
each of them, jointly and severally, proxies, with full power of substitution,
to vote with the same force and effect as the undersigned at the Annual Meeting
of the Stockholders of The Goldfield Corporation to be held at
[________________] on [__________, 2001] at 9:00 a.m., and any adjournment or
postponement thereof, upon the matters set forth on the reverse hereof and upon
such other matters as may properly come before the meeting, all in accordance
with the notice and accompanying proxy statement for said meeting, receipt of
which is acknowledged. (THIS PROXY REVOKES ALL PRIOR PROXIES GIVEN BY THE
UNDERSIGNED.)
This proxy, when properly executed, will be voted in the manner directed
herein. If no direction is given, the proxy will be voted FOR Proposal 1, FOR
Proposal 3 and AGAINST Proposal 4. If Proposal 1 has been approved and no
direction is given with respect to the Election of Directors (Proposal 2), the
proxy will be voted FOR Proposal 2. If Proposal 1 has not been approved and a
vote FOR the nominees for the Board of Directors is marked or no direction is
given with respect to the Election of Directors, the cumulative votes
represented by a proxy will be cast at the discretion of the proxies named
herein in order to elect as many nominees as believed possible under the then
prevailing circumstances. If you withhold your vote for an individual nominee,
all of your cumulative votes will be distributed among the remaining nominees at
the discretion of the proxies. The individuals named above are authorized to
vote in their discretion on any other matters that properly come before the
meeting, including voting on any proposal to adjourn the meeting.
Continued and to be signed on the reverse side.
Please date, sign and mail your
proxy card back today.
A X Please mark your votes as in this example.
Your Board of Directors recommends a vote FOR Proposals 1, 2 and 3.
FOR AGAINST ABSTAIN
1. AMEND THE RESTATED CERTIFICATE OF
INCORPORATION TO ELIMINATE
CUMULATIVE VOTING. / / / / / /
FOR WITHHELD
2. ELECTION OF DIRECTORS / / / / Nominees:
Harvey C. Eads, Jr.
John P. Fazzini
Danforth E. Leitner
Al Marino
Dwight W. Severs
John H. Sottile
For, except vote withheld from the following nominee(s)
-------------------------
FOR AGAINST ABSTAIN
3. RATIFY SELECTION OF KPMG LLP AS
INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS OF THE COMPANY FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2001
/ / / / / /
Your Board of Directors recommends a vote AGAINST Proposal 4.
FOR AGAINST ABSTAIN
4. SHAREHOLDER PROPOSAL / / / / / /
*Note* In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting or at any adjournments or
postponements thereof.
PLEASE SIGN, DATE AND RETURN TODAY IN ENCLOSED ENVELOPE.
DATE ___________________, 2001
Signature ________________________
Signature ________________________
Title(s) ________________________
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.