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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of: May, 2009
Commission File Number: 001-31583
NAM TAI ELECTRONICS, INC.
(Translation of registrants name into English)
Gushu Industrial Estate, Xixiang
Baoan, Shenzhen
Peoples Republic of China
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover
of Form 20-F or Form 40-F.
Form 20-F þ Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7): o
Indicate by check mark whether the registrant by furnishing the information contained in this Form
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934. Yes o No þ
If Yes is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- .
NAM TAI ELECTRONICS, INC.
Proxy Statement and
Notice of Annual Meeting
May 4, 2009
Dear Shareholders:
2008 Reviewed
Despite the challenges we faced during 2008, Nam Tai remained profitable, but the effects of the
global economic downturn took its toll on us. For the year ended December 31, 2008, Nam Tais net
sales were $622.9 million, a decrease of 20.2% as compared to $780.8 million in the same period of
2007. Gross profit was $70.7 million, a decrease of 18.8% as compared to $87.0 million in the same
period in 2007. Operating income for 2008 decreased 84.3% to $6.4 million, or $0.14 per share
(diluted), compared to $40.7 million, or $0.91 per share (diluted), in the same period in 2007. Net
income was $30.6 million, or $0.68 per share (diluted), a decrease of 55.9% as compared to $69.5
million or $1.55 per share (diluted) in the same period of 2007.
Despite the effect of global economic conditions, Nam Tais financial position remained strong at
December 31, 2008 with $237.0 million of cash on hand, of which $129.3 million were in the
subsidiaries of Nam Tai Electronic & Electrical Products Limited, or NTEEP, our subsidiary through
which we conduct our operations and which is listed on the Hong Kong Stock Exchange (Stock Code:
2633). NTEEPs subsidiaries are mainly located in the Peoples Republic of China (the PRC). Such
cash is, accordingly, restricted from use outside of the PRC under its tight currency control
policy. Net cash provided by operating activities for 2008 was $36.8 million. During 2008, the
Company made capital expenditures of $27.4 million and paid cash dividends of $47.7 million to
shareholders of the Company and minority shareholders of NTEEP.
Nam Tais cash on hand at December 31, 2008 was invested in term deposits, which is conservative
and provides immediate availability for use as working capital, but generates minimal income in the
current environment that offers low interest rates on such deposits. We are therefore seeking and
exploring opportunities for our cash in excess of amounts needed to fund ongoing operations that
offer quality, safety and the potential for higher returns.
The Company continues to exercise rigorous corporate governance and control policies and is not
involved in trading of any debt securities or financial derivative products.
The Journey Ahead
Under the current global economic downturn, we continue to experience weaker demand across all of
our product segments. However, Nam Tai is financially sound with a strong cash position and
adequate liquidity to weather these challenging market conditions. To offset the decline and
potential further decline in our sales during 2009, management has remained focused on efforts to
reduce costs, improve operating and manufacturing efficiencies and deliver advanced technologies
and innovative manufacturing solutions that offer value to our customers. Recent actions taken to
reduce costs and conserve cash include:
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We have reduced headcount from 9,700 (as at the end of the third quarter of 2008) to 7,100 (as
at the end of the fourth quarter of 2008), accounting for about 27% reduction of the total
workforce from levels as at September 30, 2008. We continue to monitor effects of market
conditions on the businesses of our customers and may reduce our workforce further if reduced
customer demand and market conditions so require. |
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We have frozen salaries and are considering, in the worst scenario, additional steps to
reduce employee compensation which depending on prevailing market conditions during 2009 could
result in 2009 compensation reductions of up to 30 percent. Our management team will also step
up internal control measures and work hard to look for effective ways to cut more costs. |
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We have determined not to declare dividends for 2008 to be paid in 2009 in order to maintain
cash reserves during the continuing economic turmoil. |
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We have determined to postpone until at least mid-2009 the further implementation of our
expansion plans for new factory additions, except for our new facilities in Wuxi, PRC, to be used
for the manufacture of flexible printed circuit (FPC) boards and other components subassemblies.
That project is on schedule and nearing completion. |
Although we are taking a guarded position regarding expected demand during 2009 as the economic
downturn continues or worsens and expect further near-term declines in revenues that could even
result in losses from operations during periods in 2009, we are nevertheless seeking to take
advantage of perceived opportunities to expand our market share in targeted areas. Accordingly, we
plan to strengthen our sales force and customer and technical support by establishing local sales
and support offices in Japan and Taiwan to increase our presence and better serve our customers in
those markets. By seeking to capitalize on these opportunities, we hope to ensure a more robust
future when end markets stabilize and the recovery cycle begins.
With best regards and thanks for your continuing support,
Ming Kown Koo
Chairman of the Board of Directors
NAM TAI ELECTRONICS, INC.
Hong Kong Office:
Units 5811-12, 58/F, The Center,
99 Queens Road Central,
Central, Hong Kong
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
June 5, 2009
The Annual Meeting of Shareholders (the Meeting) of Nam Tai Electronics, Inc. (the
Company) will be held at 11:30 a.m. (Pacific Daylight Time) on Friday, June 5, 2009 at the Pan
Pacific Vancouver Hotel, Pacific Rim Suite 1, 300-999 Canada Place, Vancouver, British Columbia,
V6C 3B5, Canada for the following purposes:
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To elect five (5) members of the Board of Directors to serve for the ensuing year; |
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To ratify the appointment of Moore Stephens as independent registered public accounting firm
of the Company for the year ending December 31, 2009; and |
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To consider and act upon such other business as may properly come before the Meeting or any
adjournment thereof. |
Only holders of common shares of record at the close of business on April 22, 2009 will be
entitled to vote at the Meeting. Regardless of your plan to attend/not attend the Meeting, please
vote either by phone or over the internet or complete the enclosed proxy card and sign, date and
return it promptly in the enclosed postage paid envelope. Sending in your proxy will not prevent
you from voting in person at the Meeting.
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By order of the Board of Directors,
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Ming Kown Koo |
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Chairman of the Board of Directors |
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Dated May 4, 2009
(This page intentionally left blank.)
NAM TAI ELECTRONICS, INC.
Hong Kong Office:
Units 5811-12, 58/F, The Center,
99 Queens Road Central,
Central, Hong Kong
PROXY STATEMENT
Meeting at 11:30 a.m. on Friday, June 5, 2009
Your proxy is solicited on behalf of the Board of Directors of Nam Tai Electronics, Inc. (the
Company) for use at the Annual Meeting of Shareholders (the Meeting) to be held on Friday, June
5, 2009 at 11:30 a.m. at the Pan Pacific Vancouver Hotel, Pacific Rim Suite 1, 300-999 Canada
Place, Vancouver, British Columbia, V6C 3B5, Canada, or any other adjournments or postponements
thereof. If the proxy in the accompanying form is duly executed and returned, the shares
represented by the proxy will be voted as directed. If no direction is given, the shares will be
voted for (a) the election of the five (5) nominees for directors named herein, and (b) for
ratification of the appointment of Moore Stephens as independent registered public accounting firm
of the Company for the year ending December 31, 2009. If other matters properly come before the
Meeting, the persons appointed to vote the proxies will vote on such matters in accordance with
their best judgment. A proxy given by a shareholder may be revoked at any time before it is voted
by (a) notifying the Chairman of the Company in writing of such revocation, (b) by duly executing
another proxy bearing a later date, or (c) by voting in person at the Meeting.
The cost of this solicitation of proxies will be borne by the Company. Solicitations will be
made by mail. The Company will reimburse banks, brokerage firms, other custodians, nominees and
fiduciaries for reasonable expenses incurred in sending proxy materials to beneficial owners of
common shares of the Company.
This proxy statement is being mailed on or about May 4, 2009 to all holders of common shares
of record at the close of business on April 22, 2009.
The Company will satisfy the delivery requirements for proxy and information statements with
respect to two or more security holders sharing the same address by delivering a single proxy
statement to those security holders in order to reduce that amount of duplicate information that
security holders receive and to lower printing and mailing costs. Additional copies may be
obtained, without charge, by contacting the Company by mail at Units 5811-12, 58/F, The Center, 99
Queens Road Central, Central, Hong Kong, by e-mail at shareholder@namtai.com, or by phoning (852)
2341 0273.
The Companys annual report on Form 20-F for the year ended December 31, 2008, including its
complete audited financial statements, as filed with the United States Securities and Exchange
Commission (the SEC) is available without charge upon written request from the Company by e-mail
at shareholder@namtai.com or by written request to Units 5811-12, 58/F, The Center, 99 Queens Road
Central, Central, Hong Kong, Re: 2008 Annual Report on Form 20-F. The Companys annual report on
Form 20-F and other documents filed or submitted to the SEC are also available from the SECs
website at http://www.sec.gov.
QUESTIONS AND ANSWERS RELATING TO THE ANNUAL MEETING
Why did I receive these materials?
Our shareholders as of the close of business on April 22, 2009, which we refer to as the
Record Date, are entitled to vote at our Annual Meeting of shareholders, which will be held on
June 5, 2009. As a shareholder, you are invited to attend the annual meeting and are requested to
vote on the items of business described in this proxy statement. We are required by law to
distribute these proxy materials to all shareholders as of the Record Date. This proxy statement
provides notice of the Meeting of shareholders, describes the proposals presented for shareholder
action and includes information that we desire to disclose to shareholders. The accompanying proxy
card enables shareholders to vote on the matters without having to attend the annual meeting in
person.
Who is entitled to vote at the Meeting?
Only shareholders of record at the close of business on the Record Date are entitled to
receive notice of and to participate in the annual meeting. If you were a shareholder of record on
the Record Date, you will be entitled to vote all of the shares that you held on that date at the
Meeting, or any postponements or adjournments of the Meeting.
How many votes do I have?
You will be entitled to one vote for each outstanding share of our common stock you own as of
the Record Date. As of the Record Date, there were 44,803,735 shares of our common stock
outstanding and eligible to vote.
How many shares must be present or represented to conduct business at the Meeting?
The presence at the Meeting, in person or by proxy, of the holders of a majority of the
aggregate voting power of the Companys common shares outstanding on the Record Date will
constitute a quorum, permitting the conduct of business at the Meeting. Based on the number of
shares of our common stock outstanding on the Record Date, the presence of the holders of our
common stock representing at least 22,401,868 votes will be required to establish a quorum.
Proxies received but marked as abstentions, votes withheld and broker non-votes will be
included in the calculation of the number of votes considered present at the Meeting.
How can I vote my shares in person at the Meeting?
Shares held in your name as the shareholder of record may be voted by you in person at the
Meeting. Shares held by you beneficially in street name through a broker, bank or other nominee
may be voted by you in person at the Meeting only if you obtain a legal proxy from the broker, bank
or other nominee that holds your shares giving you the right to vote the shares.
How can I vote my shares without attending the Meeting?
Whether you hold shares directly as the shareholder of record or beneficially in street
name, you may direct how your shares are voted without attending the Meeting. If you are a
shareholder of record (that is, if your shares are registered directly in your name with our
transfer agent), you must complete and properly sign and date the accompanying proxy card and
return it to us and it will be voted as you direct. A pre-addressed envelope is included for your
use and is postage paid if mailed in the United States. If you are a shareholder of record and
attend the meeting, you may deliver your completed
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proxy card in person. If you hold shares beneficially in street name, you may vote by
submitting voting instructions to your broker, bank or other nominee.
Can I vote by telephone or electronically?
If you are a shareholder of record, you may vote by telephone, or electronically through the
Internet, by following the instructions included with your proxy card. If your shares are held in
street name, please check your proxy card or contact your broker, bank or other nominee to
determine whether you will be able to vote by telephone or electronically and the deadline for such
voting.
Can I change my vote after I return my proxy card?
Yes. If you are a shareholder of record, you may revoke or change your vote at any time before
the proxy is exercised by delivering to our Secretary at the address shown at the beginning of this
proxy statement a notice of revocation, or by signing a proxy card bearing a later date or by
attending the Meeting and voting in person.
For shares you hold beneficially in street name, you may change your vote by submitting new
voting instructions to your broker, bank or other nominee or, if you have obtained a legal proxy
from your broker, bank or other nominee giving you the right to vote your shares, by attending the
Meeting and voting in person. In either case, the powers of the proxy holders will be suspended if
you attend the Meeting in person and so request, although attendance at the Meeting will not by
itself revoke a previously granted proxy.
Who counts the votes?
Votes will be counted and certified by the Inspectors of Election, who are employees of
Registrar and Transfer Company (RTC), our transfer agent. If you are a shareholder of record,
your signed proxy card is returned directly to RTC for tabulation. If you hold your shares in
street name through a broker, bank or other nominee, your broker, bank or other nominee will
return one proxy card to RTC on behalf of its clients.
What are the Board of Directors recommendations?
Unless you give other instructions on your proxy card, the person named as proxy holder on the
proxy card will vote in accordance with the recommendations of the Board of Directors. The Board of
Directors recommends that shareholders vote FOR the election of directors named; and FOR the
ratification of the selection of Moore Stephens as independent public accountants of the Company
for the year ending December 31, 2009.
Will shareholders be asked to vote on any other matters?
To the knowledge of the Company and its management, shareholders will vote only on the matters
described in this proxy statement. However, if any other matters properly come before the Meeting,
the persons named as proxies for shareholders will vote on those matters in the manner they
consider appropriate.
What vote is required to approve each item?
Election of Directors. The affirmative vote of a plurality of the votes cast at the Meeting is
required for the election of directors (Proposal 1). A properly executed proxy marked withhold
authority with respect to the election of one or more directors will not be voted with respect to
the
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director or directors indicated, although it will be counted for purposes of determining
whether there is a quorum.
Other Item. For the proposal to ratify the appointment of our independent registered public
accounting firm for our year ending December 31, 2009 (Proposal 2) the affirmative vote of the
holders of a majority of the votes cast in person or represented by proxy and entitled to vote on
the item will be required for approval.
A properly executed proxy marked abstain with respect to any matter will not be voted,
although it will be counted for purposes of determining whether there is a quorum. Accordingly, an
abstention will have the effect of a negative vote.
How are votes counted?
In the election of directors, you may vote FOR all or some of the nominees or your vote may
be WITHHELD with respect to one or more of the nominees. You may not cumulate your votes for the
election of directors.
For the other items of business, you may vote FOR, AGAINST or ABSTAIN. If you elect to
ABSTAIN, the abstention has the same effect as a vote AGAINST. If you provide specific
instructions with regard to certain items, your shares will be voted as you instruct on such items.
If you hold your shares in street name through a broker, bank or other nominee rather than
directly in your own name, then your broker, bank or other nominee is considered the shareholder of
record, and you are considered the beneficial owner of your shares. We have supplied copies of our
proxy statement to the broker, bank or other nominee holding your shares of record, and they have
the responsibility to send it to you. As the beneficial owner, you have the right to direct your
broker, bank or other nominee on how to vote your shares at the Meeting. The broker, bank or other
nominee that is the shareholder of record for your shares is obligated to provide you with a voting
instruction card for you to use for this purpose. If you hold your shares in a brokerage account
but you fail to return your voting instruction card to your broker, your shares may constitute
broker non-votes. Generally, broker non-votes occur on a matter when a broker is not permitted to
vote on that matter without instructions from the beneficial owner and instructions are not given.
In tabulating the voting result for any particular proposal, shares that constitute broker
non-votes are not considered present and entitled to vote on that proposal. If a quorum is present
at the Meeting, the persons receiving the greatest number of votes will be elected to serve as
directors. As a result, broker non-votes will not affect the outcome of the voting on the election
of directors (Proposal 1). The ratification of the appointment of our independent registered public
accounting firm (Proposal 2) require the affirmative vote of a majority of the shares of common
stock present in person or represented by proxy at the Meeting and entitled to vote on the
proposal. A broker non-vote is treated as not being entitled to vote on the matter and, therefore,
is not counted for purposes of determining whether the proposal has been approved. If you are a
beneficial owner and your broker, bank or other nominee holds your shares in its name, it is not
permitted for the broker, bank or other nominees to vote your shares on the election of directors
(Proposal 1) or the ratification of the appointment of our independent registered public accounting
firm (Proposal 2).
What should I do if I receive more than one set of voting materials?
You may receive more than one set of voting materials, including multiple copies of this proxy
statement and multiple proxy cards or voting instruction cards. For example, if you hold your
shares in more than one brokerage account, you may receive a separate voting instruction card for
each brokerage account in which you hold shares. If you are a shareholder of record and your shares
are registered in more than one name, you will receive more than one proxy card. Please complete,
sign, date and return each proxy card and voting instruction card that you receive.
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PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Companys directors are elected annually to serve until the next Annual Meeting of
Shareholders. Each director holds office according to the terms of his appointment until their
successors take office or until their earlier death, resignation or removal. The number of
directors authorized by the Companys Articles of Association is not less than one or more than
eight.
Unless otherwise directed by shareholders, the proxy holders will vote all shares represented
by proxies held by them for the election of the nominees named below. The Company has been advised
that all nominees have indicated their availability and willingness to serve if elected. In the
event that any nominee becomes unavailable or unable to serve as a director of the Company prior to
voting at the Meeting, the proxy holders will vote for a substitute nominee in the exercise of
their best judgment.
Director Nominees
Information concerning the director nominees at April 22, 2009 based on data provided by them
is set forth below:
M. K. Koo, 64. Mr. Koo, a founder of the Nam Tai Group, served as Chairman of the Board of Nam
Tai and its predecessor companies from inception until September 1998. He then served in various
senior executive positions and also served as the Companys Chief Financial Officer, responsible
for corporate strategy, finance and administration. Mr. Koo resigned from the position of Chief
Financial Officer on January 1, 2005 but maintained his role as a non-executive director of the
Company. In July 2005, Mr. Koo was reappointed as Chairman of the Board upon the resignation of Mr.
Tadao Murakami but maintained his status as a non-executive director. On June 1, 2007, Mr. Koo also
assumed the position of interim acting Chief Executive Officer upon the resignation of Mr. Warren
Lee. Mr. Koo served as interim Chief Executive Officer until February 1, 2008. On July 23, 2008,
more than three years having expired since his employment with Nam Tai as an employee or executive
officer and Nam Tais Board of Directors having affirmatively determined that Mr. Koo then had no
material relationship with Nam Tai and was an independent director within the meaning of section
303A.02 of the Listed Company Manual of the New York Stock Exchange, the Board appointed Mr. Koo as
a member of Nam Tais Compensation Committee and Nominating / Corporate Governance Committee. With
effect from February 2, 2008, Mr. Koo was also appointed as non-executive Chairman of Nam Tai
Electronic & Electrical Products Limited. Mr. Koo received his Bachelor of Law degree from National
Taiwan University in 1970. On March 1, 2009, Mr. Koo was appointed Executive Chairman and Chief
Financial Officer of Nam Tai and concurrently Mr. Koo resigned from Nam Tais Compensation
Committee and Nominating / Corporate Governance Committee.
Peter R. Kellogg, 66. Mr. Kellogg has served on our Board of Directors since June 2000. Mr.
Kellogg was a Senior Managing Director of Spear, Leeds & Kellogg, a registered broker-dealer in the
United States and a specialist firm on the NYSE until the firm merged with Goldman Sachs in 2000.
Mr. Kellogg serves on our Compensation Committee and Nominating / Corporate Governance Committee.
Mr. Kellogg is also a member of the Board of the Ziegler Companies and the U.S. Ski Team.
Dr. Wing Yan (William) Lo, 48. Dr. Lo has served on our Board of Directors since July 8, 2003.
Dr. Lo is currently the Executive Vice Chairman, Chief Financial Officer and Managing Director of
I.T. Limited, a company listed on the Main Board of the Hong Kong Stock Exchange, which is engaged
in the retail of fashion wears and accessories in Hong Kong offering a range of fashion apparel
through its retail stores located in the PRC, Taiwan, Macao, Thailand and the Middle East. From
2002 to 2006, Dr. Lo was the Executive Director and Vice President of China Unicom Ltd., a
telecommunications operator in China that is listed on both the Hong Kong and New York Stock
Exchanges. From 1998 to 1999, Dr. Lo was the Chief Executive Officer of Citibanks Global Consumer
Banking business for Hong Kong. Prior to
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joining Citibank, Dr. Lo was the founding Managing Director of Hongkong Telecom IMS Ltd. In
addition to our Board, Dr. Lo serves on the Boards of Directors of South China Land Ltd. and
Varitronix International Ltd, each listed on the Hong Kong Stock Exchange. Dr. Lo holds a Master of
Philosophy degree in Molecular Pharmacology and a Doctor of Philosophy degree in Genetic
Engineering, both from Cambridge University, England. He is also an Adjunct Professor of the
School of Business of Hong Kong Baptist University as well as on the Faculty of Business of the
Hong Kong Polytechnic University. In 1998, Dr. Lo was appointed as a Justice of the Peace of Hong
Kong. In 2003, he was appointed as Committee Member of Shantou Peoples Political Consultative
Conference. Dr. Lo currently serves as Chairman of our Nominating / Corporate Governance Committee
and also serves on our Audit Committee and Compensation Committee.
Charles Chu, 52. Mr. Chu originally served as a Director from November 1987 to September 1989.
He was reappointed a Director in November 1992. Since July 1988, Mr. Chu has been engaged in the
private practice of law in Hong Kong. Mr. Chu serves as Chairman of our Compensation Committee, and
also serves on our Audit Committee and Nominating / Corporate Governance Committee. Mr. Chu
received his Bachelor of Law degree and Post-Graduate Certificate of Law from the University of
Hong Kong in 1980 and 1981, respectively.
Mark Waslen, 48. Mr. Waslen has served on our Board of Directors since July 2003 and serves as
Chairman of our Audit Committee and also serves on our Compensation Committee and Nominating /
Corporate Governance Committee. From 1990 to 1995 and from June 1998 to October 1999, Mr. Waslen
was employed by Nam Tai in various capacities, including Financial Controller, Secretary and
Treasurer. Since 2001, Mr. Waslen has been employed by Berris Mangan Chartered Accountants, an
accounting firm located in Vancouver, BC. In addition to Berris Mangan, Mr. Waslen has been
employed with various other accounting firms, including Peat Marwick Thorne and Deloitte & Touche.
Mr. Waslen is a CFA, CA and a CPA and received a Bachelors of Commerce (Accounting Major) from
University of Saskatchewan in 1982.
No family relationship exists among any of our directors or members of our senior management
and no arrangement or understanding exists between any of our major shareholders, customers,
suppliers or others, pursuant to which nominee referred to above was selected as a director or
member of our senior management. Directors are elected each year at our annual meeting of
shareholders or serve until their respective successors take office or until their death,
resignation or removal. Members of senior management serve at the pleasure of the Board of
Directors.
The Board of Directors recommends that shareholders vote FOR each of the above-mentioned
nominees.
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Current Members of the Board of Directors
The members of the Board of Directors as at the date of this proxy statement, and the
committees of the Board of Directors on which they serve, are identified below:
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M. K. Koo(1) |
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Charles Chu |
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Peter R. Kellogg |
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Wing Yan (William) Lo |
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Mark Waslen |
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Chairman of the Board of Directors. |
Board Practices
All directors hold office until our next annual meeting of shareholders, which generally is in
the summer of each calendar year, or until their respective successors are duly elected and
qualified or their positions are earlier vacated by resignation or otherwise. The full board
committee appoints members and chairman of board committees, who serve at the pleasure of the
Board. Except for the agreement relating to loss of office that Nam Tai entered into in March 2009
with Mr. M. K. Koo in connection with his appointment as Nam Tais Executive Chairman and Chief
Financial Officer, Nam Tai has no director service contracts providing for benefits upon
termination of service as a director or employee (if employed). For information relating to the
loss of office agreement with Mr. Koo, see, Certain Relationships and Related Party Transactions
on page 15 of this proxy statement. Annually, upon election to our Board at each Annual Meeting of
Shareholders, we grant to non-employee directors so elected options from one of our stock option
plans to purchase 15,000 common shares. These options are exercisable at the fair market value of
our shares on the date of grant and are exercisable for three years from the date of grant, subject
to sooner termination based on the provisions of the applicable stock option plan.
Corporate Governance Guidelines
We have adopted a set of corporate governance guidelines which are available on our website at
http://www.namtai.com/corpgov/corpgov.htm. The contents of this website address, other than the
corporate governance guidelines, the code of ethics and committee charters, are not a part of this
proxy statement. Stockholders also may request a free copy of our corporate governance guidelines
in print form by a making a request therefor to:
Nam Tai Electronics, Inc.
Units 5811-12
58/F, The Center
99 Queens Road Central
Central, Hong Kong
e-mail: shareholder@namtai.com
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NYSE Listed Company Manual Disclosure
As a foreign private issuer with shares listed on the NYSE, the Company is required by Section
303A.11 of the Listed Company Manual of the NYSE to disclose any significant ways in which its
corporate governance practices differ from those followed by U.S. domestic companies under NYSE
listing standards. Management believes that there are no significant ways in which Nam Tais
corporate governance standards differ from those followed by U.S. domestic companies under NYSE
listing standards.
Committee Charters and Independence
The charters for our Audit Committee, Compensation Committee and Nominating / Corporate
Governance Committee are available on our website at http://www.namtai.com/corpgov/corpgov.htm. The
contents of this website address, other than the corporate governance guidelines, the code of
ethics and committee charters, are not a part of this proxy statement. Stockholders may request a
copy of each of these charters from the address and phone number set forth above under Corporate
Governance Guidelines.
Each of the members of our Board of Directors serving on our Audit Committee, Compensation
Committee and Nominating/Corporate Governance Committee, and each member of our Board of Directors
(other than Mr. M. K. Koo, our Executive Chairman of the Board), is independent as that term is
defined in Corporate Governance Rules of the NYSE.
Nam Tai adopts the directors independence criteria as established by NYSE Corporate
Governance Rules Section 303A.02. In July 2008, the Board of Directors evaluated the independence
of Mr. M. K. Koo in accordance with the directors independence criteria as established by NYSE
Corporate Governance Rules Section 303A.02 and affirmatively determined that Mr. Koo had no
material relationship with Nam Tai and was an independent director within the meaning of Section
303A.02. However, when Mr. Koo was appointed as Nam Tais Executive Chairman and Chief Financial
Officer on March 1, 2009, this determination ceased to be applicable to Mr. Koo.
Among other things, an independent Non-Executive Director (INED) is an individual:
|
|
who has no material relationship with the Company as affirmatively determined by the Board; |
|
|
|
who is not nor has been within the last 3 years immediately prior to the date of his
appointment as the INED an employee of the Company, provided, however, employment as an
interim Chairman of the Board or Chief Executive Officer or other executive officer of the
Company shall not disqualify a director from being considered independent following that
employment; |
|
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whose immediate family
members1 are not, nor have been within the last 3 years immediately
prior to the date of his appointment as the INED, an executive officer of the Company; |
|
|
|
who, or whose immediate family member1, have not received greater than
US$120,000 in direct compensation from the Company, other than directors and committees fees
and pension or other forms of deferred compensation for prior service (provided such
compensation is not contingent in any way on continuous service), during any twelve-month
period within the last 3 years immediately prior to the date of his appointment as the INED; |
|
|
|
who is neither a partner nor an employee of the internal or external audit firm of the
Company and within the last 3 years immediately prior to the date of his appointment as the
INED was neither a partner nor an employee of such firm and personally worked on the Companys
audit during that time; |
|
|
|
1 |
|
An immediate family member includes a persons spouse, parents,
children, siblings, mothers- and fathers-in-law, sons-and daughters-in-law,
brothers- and sisters-in-law, and anyone (other than domestic employees) who
shares such persons home. |
8
|
|
none of whose immediate family members1 is (a) a current partner of the internal
or external audit firm of the Company, or (b) a current employee of the internal or external
audit firm of the Company and personally works on the Companys audit; |
|
|
|
none of whose immediate family members1 have been, within the last 3 years
immediately prior to the date of his appointment as the INED, partners or employees of the
internal or external audit firm and personally worked on the Companys audit during that time; |
|
|
|
who, or whose immediate family members1, are not, nor within the last 3 years
immediately prior to the date of his appointment as the INED, employed as an executive officer
of another company in which any of the Companys present executives at the same time serves or
served on that companys compensation committee; and |
|
|
|
who is not an employee of, or whose immediate family members1 are not executive
officers of, a company that has made payments to, or received payments from, the Company for
property or services in an amount which in any of the 3 fiscal years prior to his appointment
as the INED, exceeds the greater of $1 million or 2% of such other companys consolidated
gross revenues. |
Audit Committee
The primary duties of Nam Tais Audit Committee are reviewing, acting on and reporting to the
Board of Directors with respect to various auditing and accounting matters, including the selection
of an independent registered public accounting firm, the scope of annual audits, the fees to be
paid to the independent registered public accounting firm and the performance of the independent
registered public accounting firm and accounting practices.
Our Audit Committee consists of three independent non-executive directors, Messrs. Waslen and
Chu and Dr. Lo. Mr. Waslen serves as the Chairman of the Audit Committee. The Companys Board of
Directors has determined that one member of the Audit Committee, Mark Waslen, qualifies as an
audit committee financial expert as defined by Item 401(h) of Regulation S-K, adopted pursuant to
the Securities Exchange Act of 1934.
Compensation Committee
The primary duties of Nam Tais Compensation Committee are to recommend (i) the compensation
of the Companys Board of Directors; (ii) compensation of any directors who are executives of the
Company and the chief executive officer with reference to achievement of corporate goals and
objectives established in the previous year; (iii) compensation of other senior management if
required by the Board; and (iv) equity based and incentive compensation programs of the Company.
Our Compensation Committee consisted of five independent non-executive directors during 2008:
Dr. Lo and Messrs. Chu, Waslen and Koo (joining on July 23, 2008) and Kellogg. Mr. Chu serves as
the Chairman of the Compensation Committee. At the time of his appointment as Nam Tais Executive
Chairman and Chief Financial Officer, Mr. Koo resigned from the Boards Compensation Committee and
since then the Compensation Committee has consisted of the four other members.
Nominating / Corporate Governance Committee
The primary duties of Nam Tais Nominating / Corporate Governance Committee consist of (i)
assisting the Board by actively identifying individuals qualified to become Board members
consistent with criteria approved by the Board; (ii) recommending to the Board the director
nominees for election at the next annual meeting of stockholders, the member nominees for the Audit
Committee, Compensation Committee and the Nominating / Corporate Governance Committee on an annual
basis; (iii) reviewing and recommending to the Board whether it is appropriate for such director to
continue to be a member of the Board in the event that there is a significant change in the
circumstance of any director that would be considered detrimental to the Companys business or
his/her ability to serve as a director or his/her
9
independence; (iv) reviewing the composition of the Board on an annual basis; (v) recommending
to the Board a succession plan for the chief executive officer and directors, if necessary; (vi)
monitoring significant developments in the law and practice of corporate governance and of the
duties and responsibilities of directors of public companies; (vii) establishing criteria to be
used in connection with the annual self-evaluation of the Nominating / Corporate Governance
Committee; and (viii) developing and recommending to the Board and administering the corporate
governance guidelines of the Company.
Our Nominating / Corporate Governance Committee consisted of five independent non-executive
directors during 2008: Dr. Lo and Messrs. Chu, Waslen and Koo (joining on July 23, 2008) and
Kellogg. Dr. Lo serves as the Chairman of the Nominating / Corporate Governance Committee. At the
time of his appointment as Nam Tais Executive Chairman and Chief Financial Officer, Mr. Koo
resigned from the Boards Nominating / Corporate Governance Committee and since then the Nominating
/ Corporate Governance Committee has consisted of the four other members.
Compensation of Directors and Senior Management
Compensation on an Aggregate Basis
The aggregate compensation, including benefits in kind granted, during the year ended December
31, 2008 that we or any of our subsidiaries paid to all directors and senior management as a group
for their services in all capacities to the Company or any subsidiary was approximately $1.9
million (excluding the value of stock options granted in accordance to Statement of Financial
Accounting Standard No. 123(R), Share-based Payment (FAS 123(R)) or amounts paid when the
Company repurchased stock options from directors).
During the year ended December 31, 2008, we granted to our directors from our stock option
plans options to purchase an aggregate of 75,000 of our common shares at exercise price of $12.03
per share. During the year ended December 31, 2008, we also granted to our former senior management
from our stock option plans options to purchase an aggregate of 100,000 of our common shares at
exercise price of $9.856. The exercise prices of the shares covered by the options granted during
2008 were either equal to or higher than their fair market value of our shares on the date of grant
and the options granted expire on the anniversary of their grant date in 2011.
We pay our directors $3,000 per month for services as a director, $750 per meeting attended in
person and $500 per meeting attended by telephone. In addition, we reimburse our directors for all
reasonable expenses incurred in connection with their services as a director and member of a board
committee.
During 2008, members of our senior management were eligible for annual cash bonuses based on
their performance and that of the subsidiaries in which they are assigned for the relevant period.
Senior management is entitled to share up to 15% of the operating income from the subsidiary in
which they are employed during the year. Our senior management in charge of our subsidiaries
recommends the participating staff members from the corresponding subsidiary and the amount, if
any, to be allocated from such subsidiarys profit pool to an eligible employee. In addition to
cash incentives, members of our senior management are eligible to receive stock options from our
Stock Option Plans. With effect from 2009, our President and Chief Executive Officer (Acting) is
entitled to 20% of the incentive pools of each business unit and the balance will be shared by
senior management of relevant business unit per above.
According to the applicable laws and regulations in China set by the local government of
Shenzhen, China, prior to July 2006, we are required to contribute 8% to 9% of the stipulated
salary to our staff located there to retirement benefit schemes to fund retirement benefits for our
employees. With effect from July 2006, the applicable
percentages were adjusted from 10% to 11%. Our
principal obligation with respect to these retirement benefit schemes is to make the required
contributions under the scheme. No forfeited contributions may be used by us to reduce the existing
level of contributions.
10
Since December 2000, we have enrolled all of our eligible employees located in Hong Kong into the Mandatory Provident Fund, or MPF, scheme, a formal system of retirement protection that is mandated by the government of Hong Kong and provides the framework for the establishment of a system of privately managed, employment-related MPF schemes to accrue financial
benefits for members of the Hong Kong workforce when they retire. Since first establishing a subsidiary in Macao in 2003, we have enrolled all of our eligible employees in Macao into Macaos retirement benefit scheme, or RBS. Both the MPF and RBS are available to all employees aged 18 to 64 and with at least 60 days of service under the employment of Nam Tai in Hong Kong and Macao. Contributions are made by us at 5% based on the staffs relevant income. The maximum
relevant income for contribution purpose per employee is $3,000 per month. Staff members are entitled to 100% of the Companys contributions, together with accrued returns, irrespective of their length of service with us, but the benefits are required by law to be preserved until the retirement age of 65 for employees in Hong Kong while the benefit can be withdrawn by the employees in Macao at the end of employment contracts.
The cost of our contributions to the staff retirement plans in Hong Kong, Macao and China amounted to approximately $1,534,000, $1,800,000 and $1,814,000 for the years ended December 31, 2006, 2007 and 2008, respectively.
Compensation on an Individual Basis2
Directors
The following table presents the compensation earned by our non-management directors during 2008. Dollar amounts are paid in HK$ and have been converted into US$ at a conversion rate of $1.00: HK$7.80.
|
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2 |
|
Under the rules of the SEC, foreign private issuers like us are not required to disclose compensation paid to our
directors or senior managers on an individual basis unless individual disclosure is required in the foreign private
issuers home country and is not otherwise publicly disclosed by the company. Although we are not required by our
home country (the British Virgin Islands, the jurisdiction in which we are organized), we are
voluntarily providing disclosure of compensation we paid to our directors and senior managers on an individual basis in
this proxy statement (even though we are not subject to the sections of the Securities Exchange Act of 1934 regulating
the solicitation of proxies, consents or authorizations in respect of a security registered under the Securities Exchange
Act of 1934 or disclosures required in a proxy statement in accordance with rules therefor
promulgated under the Securities Exchange Act of 1934). By providing disclosures of compensation we pay to our directors
and senior managers on an individual basis in this proxy statement (or in our annual report on Form 20-F for the year ended
December 31, 2008), we are not undertaking any duty, and holders of our shares and others reviewing this proxy
statement (or our annual report) should not expect, that we will continue to make such disclosures in any future proxy
statement or reports as long as we are exempt from doing so under the Securities Exchange Act of 1934. We reserve the
right to discontinue doing so at any time without prior notice. Further, although the disclosures of compensation we
paid to our directors and senior managers on an individual basis that we have provided in this proxy statement (and in our
annual report on Form 20-F for the year ended December 31, 2008) may, in certain respects, appear comparable to similar
disclosures made by companies organized in the U.S. that are required to file Annual Reports on Form 10-K or proxy statements
under Regulation 14A under the Securities Exchange Act of 1934, such disclosures that we have made in this proxy
statement (or in our annual report) do not necessarily comply with the applicable requirements therefor under Form 10-K
or Regulation 14A and this proxy statement does not contain all disclosures required under Item 11 of Form 10-K
or Item 8 of Schedule 14A of Regulation 14A. |
11
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|
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|
Fees Earned |
|
Option |
|
|
|
|
|
|
or Paid in |
|
Awards |
|
All Other |
|
Total |
Name |
|
Cash ($)(1) |
|
($)(2) |
|
Compensation ($) |
|
($) |
M. K. Koo(4) |
|
|
42,000 |
|
|
|
27,900 |
|
|
|
13,281 |
(3) |
|
|
83,181 |
|
Peter R. Kellogg |
|
|
40,000 |
|
|
|
27,900 |
|
|
|
|
|
|
|
67,900 |
|
Charles Chu |
|
|
43,250 |
|
|
|
27,900 |
|
|
|
|
|
|
|
71,150 |
|
Dr. Wing Yan (William) Lo |
|
|
42,750 |
|
|
|
27,900 |
|
|
|
|
|
|
|
70,650 |
|
Mark Waslen |
|
|
42,000 |
|
|
|
27,900 |
|
|
|
|
|
|
|
69,900 |
|
|
|
|
(1) |
|
Consists of the aggregate dollar amount of all fees earned or paid in cash for services as a
director, including annual retainer fees and meeting fees. |
|
(2) |
|
Consists of the dollar amount of option grants that Nam Tai recognized for financial
statement reporting purposes in accordance with FAS 123(R). |
|
(3) |
|
Consists of amounts paid for golf club membership fees, and on life, medical, travel and
accident insurance premiums. |
|
(4) |
|
Mr. Koo was appointed Executive Chairman and Chief Financial Officer of Nam Tai in March
2009. |
Option Granted and Repurchases During 2008
Non-employee directors automatically receive on an annual basis upon their election to the
Board of Directors at the annual shareholders meeting, options to purchase 15,000 common shares at
an exercise price equal to 100% of the fair market value of the common shares on the date of grant.
The Company repurchased 225,000 options from its directors at a fair value of the options equal to
the amount that would otherwise be recognizable by Nam Tai for financial statement reporting
purposes in accordance with FAS 123(R) as of October 31, 2008 and all of the aforesaid options were
subsequently cancelled. The following table indicates the number of options granted to our
directors during 2008, and the number of options held by each of our directors immediately prior to
the Companys buyback of the options from them in October 2008 and the amounts paid to the director
upon the buyback.
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|
|
|
|
|
|
|
|
Number of |
|
Total number of options |
|
Amount ($) |
|
|
options granted |
|
held immediately prior |
|
received in |
Director |
|
during 2008 |
|
to Oct. 2008 buyback |
|
Options Buyback |
M. K. Koo* |
|
|
15,000 |
|
|
|
45,000 |
|
|
$ |
13,650 |
|
Peter R. Kellogg |
|
|
15,000 |
|
|
|
45,000 |
|
|
$ |
13,650 |
|
Dr. Wing Yan
(William) Lo |
|
|
15,000 |
|
|
|
45,000 |
|
|
$ |
13,650 |
|
Charles Chu |
|
|
15,000 |
|
|
|
45,000 |
|
|
$ |
13,650 |
|
Mark Waslen |
|
|
15,000 |
|
|
|
45,000 |
|
|
$ |
13,650 |
|
|
|
|
* |
|
Mr. Koo was appointed Executive Chairman and Chief Financial Officer of Nam Tai in March 2009. |
Options Held by Directors at December 31, 2008
None of our Directors held any options to purchase shares of the Company as of December 31,
2008.
Executive Officers
The following table sets forth a summary of the compensation which we (including our
subsidiaries) paid during 2008 to our Chief Executive Officer, our Chief Financial Officer and
three of our other highest paid executive officers during 2008 serving at December 31, 2008 or
during 2008. Dollar amounts are paid in HK$ and have been converted into US$ at a conversion rate
of $1.00:HK$7.80.
12
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|
Summary Compensation Table |
|
|
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|
|
|
|
|
|
|
|
|
|
Option |
|
All other |
|
|
Name and Principal Position |
|
Year |
|
Salary ($)(1) |
|
Bonus ($)(2) |
|
Awards ($)(3) |
|
Compensation ($)(4) |
|
Total ($) |
Karene Wong |
|
|
2008 |
|
|
|
358,974 |
|
|
|
455,241 |
|
|
|
|
|
|
|
10,217 |
|
|
|
824,432 |
|
President and Chief Executive |
|
|
2007 |
|
|
|
358,974 |
|
|
|
1,259,305 |
|
|
|
|
|
|
|
10,217 |
|
|
|
1,628,496 |
|
Officer (Acting) of Nam Tai |
|
|
2006 |
|
|
|
358,974 |
|
|
|
394,885 |
|
|
|
|
|
|
|
9,795 |
|
|
|
763,654 |
|
and NTEEP Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anthony Chan(5) |
|
|
2008 |
|
|
|
192,308 |
|
|
|
24,038 |
|
|
|
|
|
|
|
4,559 |
|
|
|
220,905 |
|
Chief Financial Officer |
|
|
2007 |
|
|
|
181,538 |
|
|
|
60,513 |
|
|
|
|
|
|
|
4,024 |
|
|
|
246,075 |
|
(Acting) of |
|
|
2006 |
|
|
|
135,385 |
|
|
|
22,564 |
|
|
|
|
|
|
|
3,749 |
|
|
|
161,698 |
|
Nam Tai and NTEEP Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John Q. Farina(6) |
|
|
2008 |
|
|
|
658,334 |
|
|
|
|
|
|
|
155,000 |
|
|
|
21,046 |
|
|
|
834,380 |
|
President and CFO of |
|
|
2007 |
|
|
|
274,750 |
|
|
|
|
|
|
|
144,400 |
|
|
|
33,963 |
|
|
|
453,113 |
|
Nam Tai Group |
|
|
2006 |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
Masaaki Yasukawa(7) |
|
|
2008 |
|
|
|
367,885 |
|
|
|
|
|
|
|
156,500 |
|
|
|
11,413 |
|
|
|
535,798 |
|
Chief Executive Officer of |
|
|
2007 |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
Nam Tai Group |
|
|
2006 |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
Patinda Lei (8) |
|
|
2008 |
|
|
|
358,974 |
|
|
|
|
|
|
|
|
|
|
|
9,637 |
|
|
|
368,611 |
|
Vice CEO of Zastron |
|
|
2007 |
|
|
|
358,974 |
|
|
|
155,250 |
|
|
|
|
|
|
|
9,637 |
|
|
|
523,861 |
|
Business Unit |
|
|
2006 |
|
|
|
358,974 |
|
|
|
395,474 |
|
|
|
|
|
|
|
9,450 |
|
|
|
763,898 |
|
|
|
|
(1) |
|
Consists of the dollar value of base salary, including housing, if applicable, earned by the
named executive officer during the year indicated. |
|
(2) |
|
Consists of the dollar value of bonus earned by the named executive officer during the year
covered. |
|
(3) |
|
Represents the total fair value of options awards recognized for financial statement
reporting purposes with respect to the year indicated in accordance with FAS 123R. |
|
(4) |
|
To the extent applicable to the named individual, consists of amounts paid for golf club
membership fees, mandatory provident fund, life, medical, travel, social security,
unemployment compensation, welfare and accident insurance premiums and fees for annual
physical examinations. |
|
(5) |
|
Resigned as Chief Financial Officer (Acting) of Nam Tai on March 1, 2009 and was appointed at
that time as Vice Chief Financial Officer of Nam Tai. |
|
(6) |
|
Joined Nam Tai Group as CFO in April 2007 and resigned as President and CFO of Nam Tai Group
effective on September 26, 2008. Salary in 2008 also includes severance compensation equal to
six-months salary. Options to purchase 40,000 and 50,000 shares of the Company as well as the
options to purchase 2,000,000 shares of NTEEP were granted to him in April 2007 and February
2008, respectively. All options were cancelled upon his resignation. |
|
(7) |
|
Joined Nam Tai Group in February 2008 as CEO and resigned effective on November 1, 2008.
Salary in 2008 includes severance compensation equal to six-months salary. Options to
purchase 2,000,000 shares of NTEEP and 50,000 shares of the Company were granted to him in
February and September 2008, respectively. All options were cancelled upon his resignation. |
|
(8) |
|
Appointed as Vice CEO of Zastron Business Unit effective November 1, 2008. |
Retirement Benefits
The following table provides amount of contributions that the Company has made for the
Mandatory Provident Retirement Funds to the individuals named in the Summary Compensation Table
above in accordance with Hong Kong law.
13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of years |
|
Value at December 31, 2008 |
|
Company Payments |
Name |
|
of credited Service |
|
of Accumulated Benefits ($) |
|
during 2008 ($) |
Karene Wong |
|
|
8 |
|
|
|
12,308 |
|
|
|
1,538 |
|
Anthony Chan |
|
|
8 |
|
|
|
12,308 |
|
|
|
1,538 |
|
John Q. Farina |
|
|
1.5 |
|
|
|
2,179 |
|
|
|
1,410 |
|
Masaaki Yasukawa |
|
|
0.75 |
|
|
|
1,154 |
|
|
|
1,154 |
|
Patinda Lei |
|
|
8 |
|
|
|
12,308 |
|
|
|
1,538 |
|
|
|
|
(1) |
|
Since December 2000, we have enrolled all of our eligible employees located in Hong Kong into
the Mandatory Provident Fund. Since first establishing a subsidiary in Macao in 2003, we have
enrolled all of our eligible employees in Macao into Macaos retirement benefit scheme. |
Options Held by Executive Officers at December 31, 2008
None of our executive officers named in the Summary Compensation Table above held any option
to purchase shares of the Company as of December 31, 2008.
Shares and Options Ownership of Directors, Senior Management and Principal Shareholders
The following table sets forth certain information known to us regarding the beneficial
ownership of our common shares as of the Record Date, by each person (or group within the meaning
of Section 13(d)(3) of the Securities Exchange Act of 1934) known by us to own beneficially 5% or
more of our common shares; and each of our current directors and senior management. The table does
not give effect to the annual grants to non-employee directors, if elected at our annual meeting,
of options from one of our stock option plans to purchase 15,000 common shares.
|
|
|
|
|
|
|
|
|
|
|
Shares beneficially owned(1) |
Name |
|
Number |
|
Percent |
Peter R. Kellogg |
|
|
5,796,180 |
(2) |
|
|
12.9 |
|
M. K. Koo |
|
|
5,242,786 |
(3) |
|
|
11.7 |
|
I.A.T. Reinsurance Syndicate Ltd. |
|
|
5,224,800 |
(2) |
|
|
11.7 |
|
Renaissance Technologies LLC and James H. Simons |
|
|
2,478,200 |
(4) |
|
|
5.5 |
|
Royce & Associates, LLC |
|
|
2,290,275 |
(5) |
|
|
5.1 |
|
Karene Wong |
|
|
37,100 |
|
|
|
* |
|
Anthony Chan |
|
|
|
|
|
|
|
|
Steve Wang |
|
|
|
|
|
|
|
|
L. P. Wang |
|
|
1,516 |
(6) |
|
|
* |
|
Colin Yeoh |
|
|
10,000 |
|
|
|
* |
|
Charles Chu |
|
|
2,500 |
|
|
|
* |
|
Wing Yan (William) Lo |
|
|
|
|
|
|
|
|
Mark Waslen |
|
|
10,000 |
|
|
|
* |
|
|
|
|
* |
|
Less than 1%. |
|
(1) |
|
Percentage of ownership is based on 44,803,735 common shares outstanding as of February 28,
2009. |
|
(2) |
|
Mr. Kellogg directly holds 571,380 common shares and indirectly, through I.A.T. Reinsurance
Syndicate Ltd., holds 5,224,800 common shares. I.A.T. Reinsurance Syndicate Ltd. is a Bermuda
corporation of which Mr. Kellogg is the sole holder of its voting stock. Mr. Kellogg disclaims
beneficial ownership of these shares. |
|
(3) |
|
Mr. Koo beneficially owned 5,242,786 common shares jointly with Ms. Cho Siu Sin, Mr. Koos
wife. |
|
(4) |
|
Based on a Schedule 13G filed with the SEC by the beneficial holders on February 13, 2009. |
|
(5) |
|
Based on a Schedule 13G filed with the SEC by the beneficial holder on January 27, 2009. |
|
(6) |
|
Includes 1,516 common shares and that are registered to Jean S. Tsai, Mr. Wangs wife. |
14
To our knowledge, the Company is not directly or indirectly owned or controlled by another
corporation or corporations, by any foreign government or by any other natural or legal person
severally or jointly.
All of the holders of our common shares have equal voting rights with respect to the number of
common shares held. As of February 28, 2009, there were approximately 670 holders of record of our
common shares. According to information provided to us by our transfer agent, 649 holders of record
with addresses in the United States held 39,123,602 of our common shares at February 28, 2009.
The following table reflects the percentage ownership of our common shares during the last
three years by shareholders who beneficially owned 5% or more of our common shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage Ownership (1) at |
|
|
March 1, |
|
Feb. 29, |
|
Feb. 28, |
|
|
2007 |
|
2008 |
|
2009 |
Peter R. Kellogg (2) |
|
|
13.0 |
|
|
|
12.9 |
|
|
|
12.9 |
|
M. K. Koo |
|
|
12.7 |
|
|
|
12.7 |
|
|
|
11.7 |
|
I.A.T. Reinsurance Syndicate Ltd. |
|
|
11.7 |
|
|
|
11.7 |
|
|
|
11.7 |
|
Renaissance Technologies LLC and James H. Simons |
|
|
|
|
|
|
|
|
|
|
5.5 |
(3) |
Royce & Associates, LLC |
|
|
|
|
|
|
|
|
|
|
5.1 |
(4) |
Invesco Ltd. and PowerShares Capital Management
LLC |
|
|
|
|
|
|
7.1 |
(5) |
|
|
0.3 |
(6) |
|
|
|
(1) |
|
Based on 44,803,735 common shares outstanding on March 1, 2007, February 29, 2008 and
February 28, 2009. |
|
(2) |
|
Includes shares registered in the name of I.A.T. Reinsurance Syndicate Ltd., of which Mr.
Kellogg disclaims beneficial ownership. |
|
(3) |
|
Based on a Schedule 13G filed with the SEC by the beneficial holders on February 13, 2009. |
|
(4) |
|
Based on a Schedule 13G filed with the SEC by the
beneficial holders on January 27, 2009. |
|
(5) |
|
Based on a Schedule 13G filed with the SEC by the beneficial holders on February 13, 2008. |
|
(6) |
|
Based on Amendment No. 1 to Schedule 13G filed with the SEC by Invesco PowerShares Capital
Management LLC on February 13, 2009. |
We are not aware of any arrangements that may, at a subsequent date, result in a change of
control of Nam Tai.
Certain Relationships and Related Party Transactions
In connection with the appointment on March 1, 2009 of Mr. M. K. Koo as Nam Tais Executive
Chairman and Chief Financial Officer, Nam Tai and Mr. Koo agreed to the following compensation
arrangements for Mr. Koo: (1) a salary of $1.00 per month; (2) employment benefits comparable to
those provided to other members of senior management, including insurance coverage, annual physical
expense, golf club membership fees, and payment of rental expenses of his apartment in Hong Kong up
to $15,000 per month, plus all miscellaneous fees; and (3) compensation for loss of office in the
amount of $3.0 million after completion of three years service with Nam Tai; provided that if Nam
Tai replaces Mr. Koo with a suitable candidate within such three-year period, Mr. Koo will not be
entitled to such loss of office compensation.
Employee Stock Option and Incentive Plan
Nam Tai has two stock option plans, its amended 2001 stock option plan and its 2006 stock
option plan. The 2006 stock option plan was approved by the Board on February 10, 2006 and approved
by shareholders at our 2006 Annual Meeting of Shareholders.
15
Under either the amended 2001 stock option plan or the 2006 stock option plan, the terms and
conditions of individual grants may vary subject to the following: (i) the exercise price of
incentive stock options may not normally be less than market value on the date of grant; (ii) the
term of incentive stock options may not exceed ten years from the date of grant; (iii) the exercise
price of an option cannot be altered once granted unless such action is approved by shareholders in
a general meeting or results from adjustments to the Companys share capital and necessary to
preserve the intrinsic value of the granted options; and (iv) every non-employee director
automatically receives on an annual basis upon their election to the Board of Directors at the
annual shareholders meeting, options to purchase 15,000 common shares at an exercise price equal
to 100% of the fair market value of the common shares on the date of grant.
At April 22, 2009, we had options outstanding to purchase 15,000 shares, held by a former
director. Under our stock option plans, options to purchase 2,859,869 shares were available for
future grant.
The full text of our amended 2001 stock option plan, amended on July 30, 2004, was filed with
the Securities and Exchange Commission as Exhibit 4.18 to our Annual proxy statement on Form 20-F
for the year ended December 31, 2004. The full text of our 2006 stock option plan was included as
Exhibit 99.1 to our Form 6-K furnished to the Securities and Exchange Commission on June 12, 2006.
Amendments to our stock options were included with our Forms 6-K furnished to the Securities and
Exchange Commission on November 13, 2006.
The options we had outstanding at April 22, 2009 to purchase 15,000 shares were exercisable at
a price of $22.25 until June 8, 2009.
PROPOSAL 2
RATIFICATION OF SELECTION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board of Directors has selected Moore Stephens as independent
registered public accounting firm of the Company for the year ending December 31, 2009. The Board
of Directors further directed that the Company submit the selection of independent registered
public accounting firm for ratification by shareholders at the Meeting.
Deloitte Touche Tohmatsu served as our independent registered public accounting firm for each
of the fiscal years for the three-year period ended December 31, 2008, for which audited financial
statements appeared in our annual report on Form 20-F filed with the Securities and Exchange
Commission on March 13, 2009.
If the appointment of Moore Stephens is not ratified, the Audit Committee will evaluate the
basis for the shareholders vote when determining whether to continue the firms engagement, but
may ultimately determine to continue the engagement or engage another audit firm without
re-submitting the matter to shareholders. Even if the appointment is ratified, the Audit Committee,
in its discretion, may act to engage a different independent auditing firm at any time during the
year if the Audit Committee determines that such a change would be in the Companys and its
shareholders best interests.
The Board of Directors recommends that shareholders vote FOR this proposal
16
The following table presents the aggregate fees for professional services and other services
rendered by Deloitte Touche Tohmatsu to us in 2007 and 2008:
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2008 |
|
|
|
(in thousands) |
|
Audit Fees (1) |
|
$ |
1,573 |
|
|
$ |
1,211 |
|
Audit-related Fees (2) |
|
|
452 |
|
|
|
18 |
|
Tax Fees (3) |
|
|
8 |
|
|
|
7 |
|
All Other Fees (4) |
|
|
156 |
|
|
|
|
|
Total |
|
$ |
2,189 |
|
|
$ |
1,236 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Audit Fees consist of fees billed for the annual audit of our consolidated financial
statements and the statutory financial statements of our subsidiaries. They also include fees
billed for other audit services, which are those services that only the independent registered
public accounting firm reasonably can provide, and include the provision of attestation
services relating to the review of documents filed with the SEC. |
|
(2) |
|
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 our financial statements. |
|
(3) |
|
Tax Fees include fees billed for tax compliance services, including the preparation of
original and amended tax returns and claims for refund; tax consultations, such as assistance
and representation in connection with tax audits and appeals, tax advice related to mergers
and acquisitions, transfer pricing, and requests for rulings or technical advice from tax
authorities; tax planning services; and expatriate tax compliance, consultation and planning
services. |
|
(4) |
|
All Other Fees includes a business advisory service fee. |
Audit Committee Pre-approval Policies and Procedures
The Audit Committee of our Board of Directors is responsible for, among other matters, the
oversight of the independent registered public accounting firm subject to the relevant regulations
of the SEC and NYSE. The Audit Committee has adopted a policy, or the Policy, regarding
pre-approval of audit and permissible non-audit services provided by our independent registered
public accounting firm.
Under the Policy, the Chairman of the Audit Committee is delegated with the authority to grant
pre-approvals in respect of all auditing services including non-audit service, but excluding those
services stipulated in Section 201 Service Outsider the Scope of Practice of Auditors. Moreover,
if the Audit Committee approves an audit service within the scope of the engagement of the audit
service, such audit service shall be deemed to have been pre-approved. The decisions of the
Chairman of the Audit Committee made under delegated authority to pre-approve an activity shall be
presented to the Audit Committee at each of its scheduled meetings.
Requests or applications to provide services that require specific approval by the Audit
Committee are submitted to the Audit Committee by both the independent registered public accounting
firm and the Chief Financial Officer.
During 2007 and 2008, approximately 73.3% and 98.1%, respectively, of the total audit-related
fees, tax fees and all other fees were approved by the Audit Committee pursuant to the pre-approval
requirement provided by paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
Report of Audit Committee
Nam Tais Audit Committee serves to assist Nam Tais Board of Directors in fulfilling the
oversight responsibilities it has under the law with respect to financial reports and other
financial information provided by Nam Tai to the public, Nam Tais systems of internal controls
regarding finance
17
and accounting that management and the Board of Directors have established and Nam Tais
auditing, accounting and financial reporting processes generally.
The Audit Committee is comprised solely of independent directors, as defined in the listing
standards of the New York Stock Exchange.
The Audit Committee operates under a written charter adopted by the Board of Directors, a copy
of which is available on Nam Tais website (http://www.namtai.com/corpgov/corpgov.htm). The Audit
Committee annually reviews and assesses the adequacy of its charter in order to insure early or
timely compliance with statutory, regulatory, listing and other requirements applicable to Nam Tai.
In this context, the Audit Committee reports as follows:
1. |
|
The Audit Committee has reviewed and discussed the audited financial statements at and for
the year ended December 31, 2008 with Nam Tais management; |
|
2. |
|
The Audit Committee has discussed with Deloitte Touche Tohmatsu the matters required to be
discussed by the statement on Auditing Standards No. 61, as amended (AICPA, Professional
Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight
Board); |
|
3. |
|
The Audit Committee has received the written disclosures and the letter from Deloitte Touche
Tohmatsu required by applicable requirements of the Public Company Accounting Oversight Board
regarding the independent accountants communications with the audit committee concerning
independence, and has discussed with Deloitte Touche Tohmatsu its independence; and |
|
4. |
|
Based on the review and discussion referred to in paragraphs (1) through (3) above, the Audit
Committee recommended to Nam Tais Board of Directors, and the Board of Directors approved,
that the audited financial statements included in Nam Tais Annual Report on Form 20-F for the
year ended December 31, 2008, for filing with the Securities and Exchange Commission. |
Following the filing of its Annual Report on Form 20-F for the year ended December 31, 2008,
Nam Tai solicited proposals from accounting firms and conducted an evaluation process in
connection with the selection of the Companys independent auditor for the year ending December 31,
2009. After this process, on April 14, 2009, the Companys Board of Directors, upon recommendation
of the Audit Committee, determined to replace Deloitte Touche Tohmatsu as independent auditor for
the Companys year ending December 31, 2009 and appointed Moore Stephens to serve as the Companys
independent auditor for 2009.
Report submitted by the Audit Committee of Nam Tai Electronics, Inc.:
|
|
|
|
|
|
|
|
|
|
Dr. Wing Yan (William) Lo
|
|
Charles Chu
|
|
Mark Waslen, Chairman |
18
OTHER BUSINESS
The Board of Directors knows of no other business to be acted upon at the Meeting. However, if
any other matter shall properly come before the Meeting, the proxy holder named in the proxy
accompanying this statement will have discretionary authority to vote all proxies in accordance
with his best judgment.
|
|
|
|
|
|
|
|
|
|
By order of the Board of Directors,
|
|
|
|
|
|
|
|
Koo Ming Kown (M. K. Koo)
Chairman of the Board of Directors |
|
|
Dated May 4, 2009
19
(This page intentionally left blank.)
(This page intentionally left blank.)
Investor Information
|
|
|
|
|
|
|
|
|
PRC HEADQUARTERS AND |
SHAREHOLDERS MEETING |
|
INVESTOR RELATIONS |
|
PRINCIPAL EXECUTIVE OFFICE |
The Annual Meeting of Shareholders will
be held at 11:30 a.m. local time on
Friday, June 5, 2009 at the
Pan Pacific Vancouver Hotel
Pacific Rim Suite 1,
300-999 Canada Place,
Vancouver, British Columbia,
V6C 3B5, Canada
|
|
Units 5811-12, 58/F, The Center,
99 Queens Road Central,
Central, Hong Kong
Telephone: (852) 2341-0273
Facsimile: (852) 2263-1223
E-mail: shareholder@namtai.com
|
|
Gushu Industrial Estate, Xixiang,
Baoan, Shenzhen
Peoples Republic of China
Telephone: (86 755) 2749 0666
Facsimile: (86 755) 2747 1549 |
|
|
|
MANUFACTURING / R & D FACILITIES |
Namtai Electronic (Shenzhen) Co., Ltd.
Zastron Electronic (Shenzhen) Co. Ltd.
Gu Su Industrial Estate
Xixiang, Baoan, Shenzhen
Peoples Republic of China
Telephone: (86755) 2749-0666 / (86755) 2749-5818
Facsimile: (86755) 2747-2639 / (86755) 2749-4014
|
|
Jetup Electronic (Shenzhen) Co., Ltd.
Sanyidui Industrial Zone
Zhoushi Road, Jiuwei Village
Xixiang, Baoan, Shenzhen
Peoples Republic of China
Telephone: (86755) 2782-7222
Facsimile: (86755) 2782-5120 |
|
|
|
|
|
STOCK LISTING |
|
HONG KONG OFFICE |
|
REGISTERED OFFICE |
The shares of Nam Tai Electronics, Inc.
are traded on the New York Stock
Exchange under the stock symbol NTE.
|
|
Nam Tai Electronic & Electrical Products
Limited
Units 5811-12, 58/F, The Center
99 Queens Road Central
Central Hong Kong
Telephone: (852) 2341-0273
Facsimile: (852) 2263-1223
|
|
Nam Tai Electronics, Inc.
McNamara Chambers
PO Box 3342, Road Town, Tortola
British Virgin Islands
Telephone: (284) 494-2810
Facsimile: (284) 494-4957 |
|
|
|
|
|
TRANSFER AGENT |
|
|
AND REGISTRAR |
|
PRINCIPAL BANKS |
Communications regarding change of
address, transfer of common shares, or
lost certificates should be directed
to:
Registrar and Transfer Company
10 Commerce Drive
Cranford, New Jersey
07016-3572, USA
Telephone: (800)-368-5948
(908) 497-2300
Facsimile: (908) 497-2310
Website: www.rtco.com
|
|
The Hongkong and Shanghai Banking
Corporation Limited
(Hong Kong, Macao and Shenzhen
Peoples Republic of China)
|
|
China Construction Bank
(Shenzhen
Peoples Republic of China) |
|
|
|
|
|
US COUNSEL |
|
WEBSITE |
|
INDEPENDENT AUDITORS |
K&L Gates LLP
Los Angeles, California, USA
|
|
www.namtai.com
|
|
Moore Stephens
Hong Kong |
20
|
|
|
|
|
|
|
|
|
|
|
X |
|
PLEASE MARK VOTES AS IN THIS EXAMPLE |
|
REVOCABLE PROXY NAM TAI ELECTRONICS, INC. |
|
For
|
|
With- hold
|
|
For All Except
|
|
|
|
|
|
|
ANNUAL MEETING OF SHAREHOLDERS -
JUNE 5, 2009
This Proxy is Being Solicited on Behalf of
the Board of Directors of the Company
The undersigned shareholder(s) of Nam Tai Electronics, Inc. hereby nominate, constitute and
appoint Mark Waslen and Karene Wong, and each of them, each with the power to appoint his/her
substitute, and hereby authorise him/her to represent the undersigned and to vote, as designated
below, all Common Shares of Nam Tai Electronics, Inc. standing in my name on its books on April 22,
2009 at the Annual Meeting of Shareholders to be held 11:30 a.m. Pacific Daylight Time on Friday,
June 5, 2009 at the Pan Pacific Vancouver Hotel, Pacific Rim Suite 1, 300-999 Canada Place,
Vancouver, BC, V6C 3B5, Canada, and at any adjournment thereof.
|
|
|
Please be sure to date and sign
this proxy card in the box below.
|
|
Date |
1. |
|
The election as directors of the Company of five (5) persons listed: |
|
|
|
Ming Kown Koo, Charles Chu, Peter R. Kellogg, William Lo, and Mark Waslen |
|
|
|
INSTRUCTION: To withhold authority to vote for any individual nominee, mark For All Except and
write that nominees name in the space provided below. |
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
For |
|
Against
|
|
Abstain |
2.
|
|
Ratification of the appointment of Moore
Stephens as independent registered public accounting
firm of the Company for the year ending December 31, 2009. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(The Board of Directors recommends a vote FOR Items 1 and 2.) |
In his discretion, each proxy is authorised to vote upon all other matters as may properly be
brought before the meeting or any adjournment thereof, with all powers that the undersigned would
possess if personally present.
(Please date this proxy and sign your name as it appears on your stock certificate(s).
Executors, administrators, trustees, etc. should give their full titles. All joint owners should
sign.)
IF NO SPECIFICATION IS MADE THIS PROXY WILL BE VOTED FOR ELECTION OF EACH DIRECTOR, AND FOR
ITEM 2. This proxy when properly executed will be voted in the manner directed herein by the above
shareholder(s).
Detach above card, sign, date and mail in postage paid envelope provided.
NAM TAI ELECTRONICS, INC.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW AND
RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
5421
FOLD AND DETACH HERE
NAM TAI ELECTRONICS, INC. ANNUAL MEETING TO BE HELD ON 06/05/09 AT 11:30 A.M. PDT FOR HOLDERS AS OF 04/22/09
|
|
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1-0001
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|
|
629865106
|
|
|
|
|
DIRECTORS
|
|
|
|
|
|
|
|
|
|
DIRECTORS RECOMMEND: A VOTE FOR ELECTION OF THE FOLLOWING NOMINEES
|
|
0010100 |
|
1 - 01-MING KOWN KOO, 02-CHARLES CHU, 03-PETER R. KELLOGG, 04-WILLIAM LO, 05-MARK WASLEN |
|
|
|
|
NAM TAI ELECTRONICS, INC.
06/05/09 AT 11:30 A.M. PDT
|
|
|
2-I
|
-S |
|
DIRECTORS
(MARK X FOR ONLY ONE BOX) |
|
FOR ALL NOMINEES
WITHHOLD ALL NOMINEES
WITHHOLD AUTHORITY TO VOTE FOR
ANY INDIVIDUAL NOMINEE. WRITE
NUMBER(S) OF NOMINEE(S) BELOW.
|
|
|
|
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|
|
|
DIRECTORS |
PROPOSAL(S) |
|
RECOMMEND |
|
2
- RATIFICATION OF THE APPOINTMENT OF MOORE STEPHENS AS INDEPENDENT
-->>>
REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE YEAR
ENDING DECEMBER 31, 2009.
|
|
FOR --->>>
0010200 |
FOR
*NOTE* SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF.
MATERIALS ELECTION
As of July 1, 2007, SEC rules permit companies to send you a
Notice indicating that their proxy materials are available on
the Internet and how you can request a mailed copy. Check the
box to the right if you want to receive future proxy materials
by mail at no cost to you. Even if you do not check the box,
you will still have the right to
request a free set of proxy materials upon receipt of a Notice.
|
|
|
|
FOR
|
AGAINST ABSTAIN |
|
|
|
|
|
PLEASE INDICATE YOUR PROPOSAL
SELECTION BY FIRMLY PLACING AN X IN THE APPROPRIATE
NUMBERED BOX WITH BLUE OR BLACK
INK |
|
|
|
SEE VOTING INSTRUCTION NO. 1 ON REVERSE |
|
|
|
A/C:
|
|
AGAINST ABSTAIN |
|
629865106 |
|
|
|
|
|
|
PLACE X
HERE IF YOU PLAN TO ATTEND AND VOTE YOUR SHARES AT THE MEETING
|
FOR
|
AGAINST ABSTAIN
|
|
|
FOR
|
AGAINST ABSTAIN
|
|
|
|
|
|
51 MERCEDES WAY EDGEWOOD NY 11717
|
FOR
|
AGAINST ABSTAIN
|
|
|
N - |
|
|
|
NAM TAI ELECTRONICS, INC.
MR. KEE WONG
UNITS 5811-12, 58/F, THE CENTER,
99 QUEENS ROAD CENTRAL,
CENTRAL, HONG KONG
|
FOLD AND DETACH HERE |
|
|
VOTING INSTRUCTIONS
TO OUR CLIENTS:
WE HAVE BEEN REQUESTED TO FORWARD TO YOU THE ENCLOSED PROXY MATERIAL RELATIVE TO SECURITIES
HELD BY US IN YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. ONLY WE AS THE HOLDER OF RECORD
CAN VOTE SUCH SECURITIES. WE SHALL BE PLEASED TO VOTE YOUR SECURITIES IN ACCORDANCE WITH
YOUR WISHES, IF YOU WILL EXECUTE THE FORM AND RETURN IT TO US PROMPTLY IN THE ENCLOSED
BUSINESS REPLY ENVELOPE. IT IS UNDERSTOOD THAT IF YOU SIGN WITHOUT OTHERWISE MARKING THE
FORM YOUR SECURITIES WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS ON ALL MATTERS
TO BE CONSIDERED AT THE MEETING.
FOR THIS MEETING, THE EXTENT OF OUR AUTHORITY TO VOTE YOUR SECURITIES IN THE ABSENCE OF YOUR
INSTRUCTIONS CAN BE DETERMINED BY REFERRING TO THE APPLICABLE VOTING INSTRUCTION NUMBER INDICATED
ON THE FACE OF YOUR FORM.
FOR MARGIN ACCOUNTS, IN THE EVENT YOUR SECURITIES HAVE BEEN LOANED OVER RECORD DATE, THE NUMBER
OF SHARES WE VOTE ON YOUR BEHALF HAS BEEN OR CAN BE ADJUSTED DOWNWARD.
INSTRUCTION 1
IF YOUR SECURITIES ARE HELD BY A BROKER WHO IS A MEMBER OF THE NEW YORK STOCK EXCHANGE (NYSE), THE
RULES OF THE NYSE WILL GUIDE THE VOTING PROCEDURES. THESE RULES PROVIDE THAT IF INSTRUCTIONS ARE
NOT RECEIVED FROM YOU PRIOR TO THE ISSUANCE OF THE FIRST VOTE, THE PROXY MAY BE GIVEN AT
DISCRETION OF YOUR BROKER (ON THE TENTH DAY, IF THE MATERIAL WAS MAILED AT LEAST 15 DAYS PRIOR TO
THE MEETING DATE: ON THE FIFTEENTH DAY IF THE PROXY MATERIAL WAS MAILED 25 DAYS OR MORE PRIOR TO
THE MEETING DATE). IN ORDER FOR YOUR BROKER TO EXERCISE THIS DISCRETIONARY AUTHORITY, PROXY
MATERIAL WOULD NEED TO HAVE BEEN MAILED AT LEAST 15 DAYS PRIOR TO THE MEETING DATE, AND THE
MATTER(S) BEFORE THE MEETING MUST BE DEEMED ROUTINE IN NATURE ACCORDING TO NYSE GUIDELINES. IF
THESE TWO REQUIREMENTS ARE MET, AND YOU HAVE NOT COMMUNICATED TO US PRIOR TO THE FIRST VOTE BEING
ISSUED, WE MAY VOTE YOUR SECURITIES AT OUR DISCRETION ON THESE MATTER(S). WE WILL NEVERTHELESS
FOLLOW YOUR INSTRUCTIONS, EVEN IF OUR DISCRETIONARY VOTE HAS ALREADY BEEN GIVEN, PROVIDED YOUR
INSTRUCTIONS ARE RECEIVED PRIOR TO THE MEETING DATE.
IF YOUR SECURITIES ARE HELD BY A BANK, YOUR SHARES CANNOT BE VOTED WITHOUT YOUR SPECIFIC
INSTRUCTIONS.
INSTRUCTION 2
IF YOUR SECURITIES ARE HELD BY A BROKER WHO IS A MEMBER OF THE NEW YORK STOCK EXCHANGE (NYSE),
THE RULES OF THE NYSE WILL GUIDE THE VOTING PROCEDURES. WE WISH TO CALL YOUR ATTENTION TO THE
FACT THAT FOR THIS MEETING UNDER THE RULES OF THE NYSE, WE CANNOT VOTE YOUR SECURITIES ON ONE OR
MORE OF THE MATTERS TO BE ACTED UPON AT THE MEETING WITHOUT YOUR SPECIFIC INSTRUCTIONS. THESE
RULES PROVIDE THAT IF INSTRUCTIONS ARE NOT RECEIVED FROM YOU PRIOR TO THE ISSUANCE OF THE FIRST
VOTE, THE PROXY FOR ONE OR MORE OF THE MATTERS MAY BE GIVEN AT THE DISCRETION OF YOUR BROKER (ON
THE TENTH DAY, IF THE MATERIAL WAS MAILED AT LEAST 15 DAYS PRIOR TO THE MEETING, ON THE FIFTEENTH
DAY IF THE PROXY MATERIAL WAS MAILED 25 DAYS OR MORE PRIOR TO THE MEETING DATE). IN ORDER FOR
YOUR BROKER TO EXERCISE THIS DISCRETIONARY AUTHORITY FOR ONE OR MORE OF THE MATTERS, PROXY
MATERIAL WOULD NEED TO HAVE BEEN MAILED AT LEAST 15 DAYS PRIOR TO THE MEETING DATE, AND THE
MATTER(S) BEFORE THE MEETING MUST BE DEEMED ROUTINE IN NATURE ACCORDING TO NYSE GUIDELINES. IF
THESE TWO REQUIREMENTS ARE MET, AND YOU HAVE NOT COMMUNICATED TO US PRIOR TO THE FIRST VOTE BEING
ISSUED, WE MAY VOTE YOUR SECURITIES AT OUR DISCRETION ON ONE OR MORE OF THE MATTERS TO BE ACTED
UPON AT THE MEETING. WE WILL NEVERTHELESS FOLLOW YOUR INSTRUCTIONS, EVEN IF OUR DISCRETIONARY
VOTE HAS ALREADY BEEN GIVEN ON THOSE MATTERS, PROVIDED YOUR INSTRUCTIONS ARE RECEIVED PRIOR TO
THE MEETING DATE.
IF YOUR SECURITIES ARE HELD IN THE NAME OF A BANK, WE REQUIRE YOUR INSTRUCTIONS ON ALL MATTERS TO
BE VOTED ON AT THE MEETING.
INSTRUCTION 3
IN ORDER FOR YOUR SECURITIES TO BE REPRESENTED AT THE MEETING, IT WILL BE NECESSARY FOR US TO
HAVE YOUR SPECIFIC VOTING INSTRUCTIONS. PLEASE DATE SIGN AND RETURN YOUR VOTING INSTRUCTIONS TO US
PROMPTLY IN THE RETURN ENVELOPE PROVIDED.
INSTRUCTION 4
WE HAVE PREVIOUSLY SENT YOU PROXY SOLICITING MATERIAL PERTAINING TO THE MEETING OF SHAREHOLDERS
OF THE COMPANY INDICATED.
ACCORDING TO OUR LATEST RECORDS. WE HAVE NOT AS OF YET RECEIVED YOUR VOTING INSTRUCTION ON THE
MATTER(S) TO BE CONSIDERED AT THIS MEETING AND THE COMPANY HAS REQUESTED US TO COMMUNICATE WITH
YOU IN AN ENDEAVOR TO HAVE YOUR SECURITIES VOTED.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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NAM TAI ELECTRONICS, INC.
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Date May 4, 2009 |
By: |
/s/ M. K. Koo
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Name: |
M. K. Koo |
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Title: |
Executive Chairman and
Chief Financial Officer |
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