DEF 14A: Definitive proxy statements
Published on March 29, 2010
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by
the Registrant x
Filed by
a Party other than the Registrant ¨
Check the
appropriate box:
¨
Preliminary Proxy Statement
¨
Confidential, For Use of the Commission Only (As Permitted by Rule
14a-6(e)(2))
x
Definitive Proxy Statement
¨
Definitive Additional Materials
¨
Soliciting Material under Rule 14a-12
LIGHTBRIDGE
CORPORATION
(Name of
Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box):
x
No fee required
¨
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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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:
_______________________________________________
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Total fee paid:
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¨
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:
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Date Filed:
_______________________________________________________________
Lightbridge
Corporation
1600
Tysons Boulevard, Suite 550
McLean,
VA 22102 USA
571.730.1200
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
APRIL
30, 2010
Dear
Stockholder:
Notice is hereby given that the Annual
Meeting of Stockholders (the “Meeting”) of Lightbridge Corporation, a Nevada
corporation (the “Company”), will be held on Friday, April 30, 2010, at 11:00
a.m., local time, at the offices of Pillsbury Winthrop Shaw Pittman LLP located
at 2300 N Street, N.W., Washington, DC, 20037, USA for the following
purposes:
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1.
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To
elect five persons to the Board of Directors of the Company, each to serve
until the next annual meeting of stockholders of the Company or until such
person shall resign, be removed or otherwise leave
office;
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2.
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To
ratify the selection by the Audit Committee of Child, Van Wagoner &
Bradshaw PLLC as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2010;
and
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3.
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To
transact such other business as may properly come before the Meeting or
any adjournment thereof.
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If you
owned our common stock at the close of business on March 24, 2010, you may
attend and vote at the meeting.
A Proxy
Statement describing the matters to be considered at the Meeting is attached to
this Notice. Our 2009 Annual Report accompanies this Notice, but it is not
deemed to be part of the Proxy Statement.
Your
vote is important. Whether or not you plan to attend the meeting, I hope that
you will vote as soon as possible. You may vote your shares by either
completing, signing and returning the accompanying proxy card or casting your
vote via a toll-free telephone number or over the Internet.
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Sincerely,
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/s/ Thomas Graham, Jr.
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Thomas
Graham, Jr.
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Chairman
and Corporate Secretary
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1
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING
TO BE HELD ON APRIL 30, 2010
This
Notice and Proxy Statement and our 2009 Annual Report are available online at
the website located on your proxy card.
2
Lightbridge
Corporation
1600
Tysons Boulevard, Suite 550
McLean,
VA 22102 USA
571.730.1200
PROXY
STATEMENT
The Board
of Directors of Lightbridge Corporation, a Nevada corporation (the “Company,”
“Lightbridge” or “we”) is furnishing this Proxy Statement and the accompanying
proxy to you to solicit your proxy for the 2010 Annual Meeting of Stockholders
(the “Meeting”). The Meeting will be held on Friday, April 30, 2010, at
11:00 a.m., local time, at the offices of Pillsbury Winthrop Shaw Pittman LLP
located at 2300 N Street, N.W., Washington, DC, 20037, USA.
The
approximate date on which the Proxy Statement and proxy card are intended to be
sent or given to stockholders is March 30, 2010.
The
purposes of the Meeting are to seek stockholder approval of two proposals: (i)
electing five directors to the Board and (ii) ratifying the appointment of the
Company’s accountants for fiscal year 2009.
Who
May Vote
Only
stockholders of record of our common stock, $0.001 par value (the “Common
Stock”), as of the close of business on March 24, 2010 (the “Record Date”) are
entitled to notice and to vote at the Meeting and any adjournment
thereof.
A list of
stockholders entitled to vote at the Meeting will be available at the Meeting,
and will also be available for ten days prior to the Meeting, during office
hours, at the executive offices of the Company at 1600 Tysons Boulevard, Suite
550, McLean, Virginia 22102 USA.
The
presence at the Meeting of holders of a majority of the outstanding shares of
Common Stock as of the Record Date, in person or by proxy, is required for a
quorum. Should you submit a proxy, even though you abstain as to one or
more proposals, or you are present in person at the Meeting, your shares shall
be counted for the purpose of determining if a quorum is present.
Broker
“non-votes” are included for the purposes of determining whether a quorum of
shares is present at the Meeting. A broker “non-vote” occurs when a
nominee holder, such as a brokerage firm, bank or trust company, holding shares
of record for a beneficial owner does not vote on a particular proposal because
the nominee holder does not have discretionary voting power with respect to that
item and has not received voting instructions from the beneficial
owner.
1
Each
holder of Common Stock on the Record Date is entitled to one vote for each share
then held on all matters to be voted at the Meeting. No other class of
voting securities is outstanding on the date of mailing of this Proxy
Statement.
Voting
Whether
you hold shares directly as a registered stockholder of record or beneficially
in street name, you may vote without attending the meeting. You may vote by
granting a proxy or, for shares held beneficially in street name, by submitting
voting instructions to your stockbroker, trustee or nominee. In most cases, you
will be able to do this by using the Internet or telephone or by mail. If you
attend the meeting and prefer to vote at that time, you may do
so.
By Internet
– If you have Internet access, you may submit your proxy via the
Internet by following the instructions provided on your proxy card or voting
instruction card.
By Telephone or
Mail – You may submit your proxy by telephone by following the
instructions provided on your proxy card or voting instruction card.
Voting by telephone is not available to persons outside of the United
States.
The shares represented by any proxy
duly given will be voted at the Meeting in accordance with the instructions of
the stockholder. If no specific instructions are given, the shares will be voted
FOR the election of
the nominees for directors set forth herein and FOR ratification of Child,
Van Wagoner & Bradshaw PLLC as the Company’s independent registered public
accounting firm. In addition, if other matters come before the Meeting, the
persons named in the accompanying proxy card will vote in accordance with their
best judgment with respect to such matters.
Under Proposal 1 (Election of
Directors), the five candidates for election as directors at the Meeting are
uncontested. In uncontested elections, directors are elected by plurality
of the votes cast at the meeting. Proposal 2 (Ratification of Independent
Auditors) requires the vote of a majority of the shares present in person or by
proxy and voting at the Meeting.
Abstentions and broker non-votes will
not be counted as votes in favor of a matter being voted on, and will also not
be counted as shares voting on such matter. Accordingly, abstentions and
“broker non-votes” will have no effect on the voting on matters (such as the
election of directors, and the ratification of the selection of the independent
registered public accounting firm) that require the affirmative vote of a
plurality or a majority of the votes cast.
Revoking
Your Proxy
Even if
you execute a proxy, you retain the right to revoke it and to change your vote
by notifying us at any time before your proxy is voted. Mere attendance at
the meeting will not revoke a proxy. Such revocation may be effected by
calling the toll-free telephone number identified in the Notice, or by accessing
the Internet website specified in the Notice, or in writing by execution of a
subsequently dated proxy, or by a written notice of revocation, sent to the
attention of the Secretary at the address of our principal office set forth in
the Notice of Annual Meeting of Stockholders accompanying this Proxy Statement,
or by attending and voting in person at the Meeting. Unless revoked, the
shares represented by timely received proxies will be voted in accordance with
the directions given therein.
If the
Meeting is postponed or adjourned for any reason, at any subsequent reconvening
of the Meeting, all proxies will be voted in the same manner as the proxies
would have been voted at the previously convened Meeting (except for any proxies
that have at that time effectively been revoked or withdrawn), even if the
proxies had been effectively voted on the same or any other matter at a previous
Meeting.
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Solicitation
of Proxies
The expenses of solicitation of proxies
will be paid by the Company. We may solicit proxies by mail, and the officers
and employees of the Company, who will receive no extra compensation therefore,
may solicit proxies personally or by telephone. The Company will reimburse
brokerage houses and other nominees for their expenses incurred in sending
proxies and proxy materials to the beneficial owners of shares held by
them.
Delivery
of Proxy Materials to Households
The SEC has adopted rules that allow a
company to deliver a single proxy statement or annual report to an address
shared by two or more of its stockholders. This method of delivery, known as
“householding,” permits us to realize significant cost savings, reduces the
amount of duplicate information stockholders receive, and reduces the
environmental impact of printing and mailing documents to you. Under this
process, certain stockholders of record who do not participate in electronic
delivery of proxy materials will receive only one copy of our proxy materials
and any additional proxy materials that are delivered until such time as one or
more of these stockholders notifies us that they want to receive separate
copies. Any stockholders who object to or wish to begin householding may contact
Thomas Graham, our Corporate Secretary, orally by telephoning 571.730.1200 or in
writing at Lightbridge Corporation, 1600 Tysons Boulevard, Suite 550, McLean,
Virginia 22102 USA. We will send an individual copy of the proxy statement
to any stockholder who revokes their consent to householding within 30 days of
our receipt of such revocation.
Interest
of Officers and Directors in Matters to Be Acted Upon
None of
the Company’s officers or directors have any interest in any of the matters to
be acted upon, except to the extent that a director is named as a nominee for
election to the Board of Directors.
Directors
and Executive Officers
Set forth below are the names of our
current directors, officers and significant employees, their ages, all positions
and offices that they hold with us, the period during which they have served as
such, and their business experience during at least the last five
years.
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Name
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Age
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Position with the
Company
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Term as Director of
Company
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Seth
Grae
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47
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President,
CEO and Director
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April
2006 – Present
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Thomas
Graham, Jr.
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76
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Chairman
and Corporate Secretary
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April
2006 – Present
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Victor
E. Alessi
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70
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Director
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August
2006 – Present
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Jack.
D. Ladd
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60
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Director
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October
2006 – Present
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Daniel
B. Magraw
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63
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Director
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October
2006 – Present
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James
Guerra
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57
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Chief
Operating Officer and Chief Financial Officer
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Andrey
Mushakov
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33
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Executive
Vice President – International Nuclear Operations
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Name
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Position with the Company and Principal Occupations
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Seth
Grae
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Mr.
Grae was named the Chief Executive Officer and President of the Company on
March 17, 2006, and effective April 2, 2006, became a director of the
Company. Mr. Grae was the President, the Chief Executive Officer and
a director of Thorium Power, Inc. prior to the merger with the Company.
Mr. Grae has played an active role in all business activities of Thorium
Power, Inc. since its inception in 1992. Mr. Grae led the efforts that
resulted in Thorium Power, Inc.’s project at the Kurchatov Institute
becoming one of the first grant recipients from the United States
Department of Energy (“DOE”) for nuclear non-proliferation-related work in
Russia. He is also a member of the Civil Nuclear Trade Advisory
Committee (CINTAC) at the US Department of Commerce and is a member
of the board of directors of the Bulletin of the Atomic Scientists and has
served as co-chair of the American Bar Association’s Committee on Arms
Control and Disarmament. As a former member of the board of directors of
the Lawyers Alliance for World Security, Mr. Grae helped advise on the
drafting of nuclear export control regulations in China and Belarus, and
he participated in consultations with the government of India on nuclear
issues. On a pro bono basis, he represented refuseniks, who were nuclear
scientists, in securing exit visas from the Soviet Union. Mr. Grae
obtained his B.A. from Brandeis University cum laude, J.D. from American
University, LL.M. in International Law with honors from Georgetown
University and M.B.A. from Georgetown University. He has been admitted to
the bars of New York, Connecticut, and Florida (all now
inactive).
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Thomas
Graham, Jr.
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Ambassador
Graham became a director of the Company on April 2, 2006, and chairman of
the board of directors on April 4, 2006. Ambassador Graham served
as a member of the board of directors of Thorium Power, Inc., from
1997 until the merger with the Company. Ambassador Graham is one of the
world’s leading experts in nuclear non-proliferation. He is Chairman of
the Board of the Cypress Fund for Peace and Security. Ambassador Graham
has served as a senior U.S. diplomat involved in the negotiation of every
major international arms control and non-proliferation agreement for the
past 35 years, including the Strategic Arms Limitations Talks (SALT),
Strategic Arms Reduction Talks (START Treaties), Anti-Ballistic Missile
(ABM) Treaty, Intermediate Nuclear Forces (INF) Treaty, Nuclear
Non-Proliferation Treaty (NPT), Conventional Armed Forces in Europe (CFE)
Treaty and Comprehensive Test Ban Treaty (CTBT). In 1993, Ambassador
Graham served as the Acting Director of the U.S. Arms Control and
Disarmament Agency (ACDA), and for seven months in 1994 served as the
Acting Deputy Director. From 1994 through 1997, he served as the Special
Representative of the President of the United States for Arms Control,
Non-Proliferation and Disarmament, and in this capacity successfully led
U.S. government efforts to achieve the permanent extension of the NPT. He
also served for 15 years as the general counsel of ACDA. Ambassador Graham
worked on the negotiation of the Chemical Weapon Convention and the
Biological Weapons Convention. He drafted the implementing legislation for
the Biological Weapons Convention and managed the Senate approval of the
ratification of the Geneva Protocol banning the use in war of chemical and
biological weapons. In 2010, Mr. Graham was appointed as a member of
the International Advisory Board for the nuclear program of the United
Arab Emirates. He is also Chairman of the Board of Mexico Energy
Corporation, an oil and gas exploration company (NYSE Amex: MXC).
Ambassador Graham received an A.B. in 1955 from Princeton and a J.D. in
1961 from Harvard University. He is a member of the Kentucky, the District
of Columbia and the New York Bars and is a member of the Council on
Foreign Relations. He chaired the Committee on Arms Control and
Disarmament of the American Bar Association from 1986-1994. Ambassador
Graham received the Trainor Award for Distinction in Diplomacy from
Georgetown University in 1995 and the World Order Under Law award from the
International Law Section of the American Bar Association in
2007.
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Victor
E. Alessi
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Dr.
Alessi became a director of the Company on August 23, 2006. Dr. Victor E.
Alessi, who holds a Ph.D. in nuclear physics, is President Emeritus of the
United States Industry Coalition (“USIC”), an organization dedicated to
facilitating the commercialization of technologies of the New Independent
States (“NIS”) of the former Soviet Union through cooperation with its
members. He has held such position since August 1, 2006; prior to becoming
President Emeritus, Dr. Alessi held the positions of CEO and President of
USIC since 1999. Previously, he was President of DynMeridian, a subsidiary
of DynCorp, specializing in arms control, nonproliferation, and
international security affairs. Before joining DynMeridian in early 1996,
Dr. Alessi was the Executive Assistant to the Director, U.S. Arms Control
and Disarmament Agency (“ACDA”). At ACDA he resolved inter-bureau
disputes, and advised the Director on all arms control and
nonproliferation issues. Dr. Alessi served as Director of the Office of
Arms Control and Nonproliferation in the Department of Energy (“DOE”)
prior to his work at ACDA, overseeing all DOE arms control and
nonproliferation activities. As a senior DOE representative, Dr. Alessi
participated in U.S. efforts that led to successful conclusion of the
Intermediate Nuclear Forces (INF), Conventional Forces in Europe,
Threshold Test Ban, Peaceful Nuclear Explosions, Open Skies, Strategic
Arms Reductions Talks Treaties and the Chemical Weapons Convention. In
this role, he was instrumental in implementing the U.S. unilateral nuclear
initiative in 1991 and was a member of the U.S. delegation discussing
nuclear disarmament with Russia and other states of the former Soviet
Union. He was in charge of DOE’s support to the U.N. Special Commission on
Iraq, to the Nunn-Lugar Initiative, and represented DOE in discussions on
the Comprehensive Test Ban (“CTB”) with the other nuclear weapons states
before the CTB negotiations began in Geneva in 1994. Dr. Alessi has been
the U.S. board member to the International Science and Technology Center
in Moscow since its founding. He is also the U.S. board member to the
Science and Technology Center in Ukraine. Dr. Alessi is a 1963 graduate of
Fordham University, where he also earned a licentiate in Philosophy
(Ph.L.) in 1964. He studied nuclear physics at Georgetown University,
receiving his M.S. in 1968 and Ph.D. in 1969.
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Jack
D. Ladd
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Mr.
Ladd became a director of the Company on October 23, 2006. Mr. Ladd
is the Dean of the School of Business of the University of Texas of the
Permian Basin (UTPB), having been appointed to that position in July,
2007. Mr. Ladd was previously the Director of the John Ben Shepperd
Leadership Institute of UTPB, having served as the head of that
institution beginning in September, 2004. Earlier in his career Mr. Ladd
was a practicing attorney with the law firm of Stubbeman, McRae, Sealy,
Laughlin & Browder, Inc., in Midland, Texas. Mr. Ladd was appointed to
the Texas State Securities Board in 2002 and two years later was
designated its Chairman. Mr. Ladd has almost three decades of experience
in public affairs, law, governance, and public service. As a practicing
attorney, he has served on numerous civic, educational, religious and
governmental boards and committees. He holds the Doctor of Jurisprudence
degree from The University of Texas in Austin and a B.A. from the
University of Texas in Austin.
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Daniel
B. Magraw
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Mr.
Magraw became a director of the Company on October 23, 2006. Mr. Magraw is
a leading expert on international environmental law and policy. Mr. Magraw
is President and CEO of the Center for International Environmental Law
(CIEL). He has held this position since 2001. From 1992-2001, he was
Director of the International Environmental Law Office of the US
Environmental Protection Agency. He is a member of the U.S. Department of
State Study Group on International Business Transactions and was Chair of
the 15,000-member Section of International Law and Practice of the
American Bar Association. He practiced international law, constitutional
law, and bankruptcy law at Covington & Burling in Washington, DC from
1978-1983. Mr. Magraw is a widely-published author in the field of
international environmental law. He is a graduate of Harvard University
and the University of California, Berkeley Law School. Since 1996, Mr.
Magraw has been a member of the board of directors of Thorium Power, Inc.,
which is now a wholly-owned subsidiary of the Company.
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James
Guerra
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Mr.
Guerra became the Chief Financial Officer and Treasurer of the Company on
October 29, 2007, and the Chief Operating Officer on November 14,
2008. A seasoned financial executive, Mr. Guerra’s experience
encompasses domestic and international markets as well as a diverse range
of industries including nuclear energy. Most recently, he served as Vice
President of Finance and Chief Financial Officer of Exelon Business
Services Company from 2002 to 2007. Exelon Business Services Company is
the corporate services and operating company of Exelon, the largest
producer of nuclear energy in the United States. From 2000-2002, Mr.
Guerra served as Vice President of Business Operations and Controller of
Exelon Nuclear. Prior to joining Exelon, Mr. Guerra was Vice President of
Finance and Treasurer and Controller of Grupo Dina, the Mexico City-based
manufacturer of trucks and the largest producer of motor coaches and bus
spare parts in North America. Earlier in his career, Mr. Guerra served in
senior financial management positions with AT&T, Citigroup, and
Beatrice Companies. Mr. Guerra holds a B.A. in Economics from the
University of Notre Dame, an M.M. in Accounting/Finance from the Kellogg
School of Management of Northwestern University and is a licensed CPA in
the State of Illinois.
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Andrey
Mushakov
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Mr.
Mushakov became the Executive Vice President – International
Nuclear Operations of the Company on July 27, 2006. Mr. Mushakov
joined Thorium Power, Inc. in 2000 and has served in various positions of
increasing responsibility at the Company. He is the primary liaison
between the Company and the Russian nuclear organizations involved in
nuclear fuel technology development. In 2004, Mr. Mushakov led successful
negotiations with officials from the National Nuclear Security
Administration and Oak Ridge National Laboratory (ORNL) that resulted in
signing of a government contract between ORNL and Kurchatov Institute for
work relating to the Company’s nuclear fuel development effort in Russia.
His prior experience includes finance-related work in the banking and
construction sectors. Mr. Mushakov has the following degrees: PhD in
Economics from St. Petersburg State University of Economics and Finance
(Russia), MS in Management with excellence (MBA equivalent) from Hult
International Business School (formerly the Arthur D. Little School of
Management), where he was enrolled as a recipient of the Russian
President's Scholarship, and BS in Banking and Finance with honors from
the Finance Academy of Russia.
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Section
16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act
requires directors, executive officers and stockholders who own more than ten
percent of the outstanding Common Stock of the Company to file with the SEC and
NASDAQ reports of ownership and changes in ownership of voting securities of the
Company and to furnish copies of such reports to us.
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Based solely on a review of the copies
of such forms received by the Company, we believe that with respect to the year
ended December 31, 2009, the Company’s directors, officers and more than
ten-percent stockholders timely filed all such required forms except as follows
(all shares restated to reflect the 1-to-30 reverse stock split that occurred in
September 2009): Thomas Graham did not timely file a Form 4 relating to the
grant of 5,402 shares of restricted stock on July 22, 2009. Jack Ladd did not
timely file a Form 4 relating to the issuance of 7,485
shares issued
in 2009, and did not timely file a Form 4 relating to the grant of 5,402
shares of restricted stock on July 22, 2009. Daniel Magraw did not timely file a
Form 4 relating to the issuance of 7,400
shares issued in 2009, and
did not timely file a Form 4 relating to the grant of 5,402 shares of restricted
stock on July 22, 2009. Victor Alessi did not timely file a Form 4 relating to
the grant of 5,402 shares of restricted stock on July 22, 2009
CORPORATE
GOVERNANCE
Our
current corporate governance practices and policies are designed to promote
stockholder value and we are committed to the highest standards of corporate
ethics and diligent compliance with financial accounting and reporting rules.
Our Board provides independent leadership in the exercise of its
responsibilities. Our management oversees a system of internal controls and
compliance with corporate policies and applicable laws and regulations, and our
employees operate in a climate of responsibility, candor and
integrity.
Corporate
Governance Guidelines
We and
our Board are committed to high standards of corporate governance as an
important component in building and maintaining stockholder value. To this end,
we regularly review our corporate governance policies and practices to ensure
that they are consistent with the high standards of other companies. We also
closely monitor guidance issued or proposed by the SEC and the provisions of the
Sarbanes-Oxley Act, as well as the emerging best practices of other
companies. The current corporate governance guidelines are available on
the Company’s website www.ltbridge.com.
Printed copies of our corporate governance guidelines may be obtained, without
charge, by contacting the Corporate Secretary, Lightbridge Corporation, 1600
Tysons Boulevard, Suite 550, McLean, Virginia 22102 USA.
The
Board and Committees of the Board
The
Company is governed by the Board that currently consists of five members: Seth
Grae, Thomas Graham, Victor Alessi, Jack Ladd and Daniel Magraw. The
Board has established four Committees: the Audit Committee, the Compensation
Committee, the Nominating and Governance Committee and the Executive Committee.
Each of the Audit Committee, Compensation Committee and Nominating and
Governance Committee are comprised entirely of independent directors. From time
to time, the Board may establish other committees. The Board has adopted a
written charter for each of the Committees which are available on the Company’s
website www.ltbridge.com.
Printed copies of these charters may be obtained, without charge, by contacting
the Corporate Secretary, Lightbridge Corporation, 1600 Tysons Boulevard, Suite
550, McLean, Virginia 22102 USA.
Governance
Structure
The Company has chosen to separate the
roles of the Chairman of the Board of Directors and the Chief Executive Officer,
though our current Chairman, Thomas Graham, Jr., is a member of the Company’s
executive management. We have chosen to implement such a governance
structure to allow our Chief Executive Officer the ability to focus the majority
of his time and efforts on the day to day operations of the Company. We
believe that this governance structure has served the Company’s shareholders
well over the years.
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We encourage our shareholders to learn
more about our Company’s governance practices at our website, www.ltbridge.com.
The Board’s Role in Risk Oversight
The Board oversees that the assets of
the Company are properly safeguarded, that the appropriate financial and other
controls are maintained, and that the Company’s business is conducted wisely and
in compliance with applicable laws and regulations and proper governance.
Included in these responsibilities is the Board of Directors’ oversight of the
various risks facing the Company. In this regard, the Board seeks to understand
and oversee critical business risks. The Board does not view risk in isolation.
Risks are considered in virtually every business decision and as part of the
Company’s business strategy. The Board recognizes that it is neither
possible nor prudent to eliminate all risk. Indeed, purposeful and
appropriate risk-taking is essential for the Company to be competitive on a
global basis and to achieve its objectives.
While the Board oversees risk
management, Company management is charged with managing risk. The Company has
robust internal processes and a strong internal control environment to identify
and manage risks and to communicate with the Board. The Board and the Audit
Committee monitor and evaluate the effectiveness of the internal controls and
the risk management program at least annually. Management communicates routinely
with the Board, Board Committees and individual Directors on the significant
risks identified and how they are being managed. Directors are free to, and
indeed often do, communicate directly with senior management.
The Board implements its risk oversight
function both as a whole and through Committees. Much of the work is delegated
to various Committees, which meet regularly and report back to the full Board.
All Committees play significant roles in carrying out the risk oversight
function. In particular:
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·
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The
Audit Committee oversees risks related to the Company’s financial
statements, the financial reporting process, accounting and legal matters.
The Audit Committee oversees the internal audit function and the Company’s
ethics programs, including the Codes of Business Conduct. The Audit
Committee members meet separately with representatives of the independent
auditing firm.
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·
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The
Compensation Committee evaluates the risks and rewards associated with the
Company’s compensation philosophy and programs. The Compensation Committee
reviews and approves compensation programs with features that mitigate
risk without diminishing the incentive nature of the compensation.
Management discusses with the Compensation Committee the procedures that
have been put in place to identify and mitigate potential risks in
compensation.
|
Independent
Directors
In
considering and making decisions as to the independence of each of the directors
of the Company, the Board considered transactions and relationships between the
Company (and its subsidiaries) and each director (and each member of such
director’s immediate family and any entity with which the director or family
member has an affiliation such that the director or family member may have a
material indirect interest in a transaction or relationship with such entity).
The Board has determined that the following members of the Board are independent
as defined in applicable SEC and NASDAQ rules and regulations, and that each
constitutes an “Independent Director” as defined in NASD Marketplace Rule 4200,
and that such members constitute a majority of the entire Board: Mr. Alessi, Mr.
Ladd and Mr. Magraw.
8
Audit
Committee
Our Audit Committee consists of Messrs.
Alessi, Ladd and Magraw, each of whom is “independent” as that term is defined
under the Nasdaq listing standards. The Audit Committee oversees our accounting
and financial reporting processes and the audits of the financial statements of
our company. Mr. Ladd serves as our Audit Committee financial expert as that
term is defined by the applicable SEC rules. The Audit Committee is responsible
for, among other things:
|
|
·
|
selecting
our independent auditors and pre-approving all auditing and non-auditing
services permitted to be performed by our independent
auditors;
|
|
|
·
|
reviewing
with our independent auditors any audit problems or difficulties and
management’s response;
|
|
|
·
|
reviewing
and approving all proposed related-party transactions, as defined in Item
404 of Regulation S-K under the Securities Act of 1933, as
amended;
|
|
|
·
|
discussing
the annual audited financial statements with management and our
independent auditors;
|
|
|
·
|
reviewing
major issues as to the adequacy of our internal controls and any special
audit steps adopted in light of significant internal control
deficiencies;
|
|
|
·
|
annually
reviewing and reassessing the adequacy of our Audit Committee
charter;
|
|
|
·
|
meeting
separately and periodically with management and our internal and
independent auditors; and
|
|
|
·
|
reporting
regularly to the full board of directors;
and
|
|
|
·
|
such
other matters that are specifically delegated to our Audit Committee by
our board of directors from time to
time.
|
All members of the Audit Committee met
by telephone or in person 4 times during the fiscal year ended December 31,
2009.
The Report of the Audit Committee
regarding the audited financials statements of the Company for the fiscal year
ended December 31, 2009 is located on Appendix A to this
Proxy Statement.
Compensation Committee
Our Compensation Committee consists of
Messrs. Alessi, Ladd and Magraw, each of whom is “independent” as that term is
defined under the Nasdaq listing standards. Our Compensation Committee assists
the board in reviewing and approving the compensation structure of our directors
and executive officers, including all forms of compensation to be provided to
our directors and executive officers. Our chief executive officer may not be
present at any committee meeting during which his compensation is deliberated.
The Compensation Committee is responsible for, among other things:
|
|
·
|
approving
and overseeing the compensation package for our executive
officers;
|
|
|
·
|
reviewing
and making recommendations to the board with respect to the compensation
of our directors;
|
9
|
|
·
|
reviewing
and approving corporate goals and objectives relevant to the compensation
of our chief executive officer, evaluating the performance of our chief
executive officer in light of those goals and objectives, and setting the
compensation level of our chief executive officer based on this
evaluation; and
|
|
|
·
|
reviewing
periodically and making recommendations to the board regarding any
long-term incentive compensation or equity plans, programs or similar
arrangements, annual bonuses, employee pension and welfare benefit
plans.
|
The Compensation Committee has sole
authority to retain and terminate outside counsel, compensation consultants
retained to assist the Compensation Committee in determining the compensation of
the Chief Executive Officer or senior executive officers, or other experts or
consultants, as it deems appropriate, including sole authority to approve the
firms' fees and other retention terms. The Compensation Committee may also
form and delegate authority to subcommittees and may delegate authority to one
or more designated members of the Compensation Committee. The Compensation
Committee may from time to time seek recommendations from the executive officers
of the Company regarding matters under the purview of the Compensation
Committee, though the authority to act on such recommendations rests solely with
the Compensation Committee.
Our Compensation Committee met 2 times
during the fiscal year ended December 31, 2009.
Governance
and Nominating Committee
Our Governance and Nominating Committee
consists of Messrs. Alessi, Ladd and Magraw, each of whom is “independent” as
that term is defined under the Nasdaq listing standards. The Governance and
Nominating Committee assists the board of directors in identifying individuals
qualified to become our directors and in determining the composition of the
board and its committees. The Governance and Nominating Committee is responsible
for, among other things:
|
|
·
|
identifying
and recommending to the board nominees for election or re-election to the
board, or for appointment to fill any
vacancy;
|
|
|
·
|
reviewing
annually with the board the current composition of the board in light of
the characteristics of independence, age, skills, experience and
availability of service to us;
|
|
|
·
|
identifying
and recommending to the board the directors to serve as members of the
board’s committees; and
|
|
|
·
|
monitoring
compliance with our code of business conduct and
ethics.
|
Our Governance and Nominating Committee
met 1 time during the fiscal year ended December 31, 2009.
Executive
Committee
Our Executive Committee consists of
Messrs. Alessi, Grae and Graham. The Executive Committee of the Company
exercises the power of the board of directors between regular meetings of the
board of directors and when timing is critical. The Executive Committee
also assists the Board in fulfilling its oversight responsibility with respect
to management-level staff, outside services providers and third party
vendors.
10
Code
of Ethics
The Board has adopted a Code of Conduct
and Ethics that applies to the Company’s directors, officers and
employees. A copy of this policy is available via our website at www.ltbridge.com.
Printed copies of our Code of Ethics may be obtained, without charge, by
contacting the Corporate Secretary, Lightbridge Corporation, 1600 Tysons
Boulevard, Suite 550, McLean, Virginia 22102 USA. During the fiscal year
ended December 31, 2009, there were no waivers of our Code of
Ethics.
Stockholder Communication with the
Board of Directors.
Stockholders may communicate with the
Board, including non-management directors, by sending a letter to our board of
directors, c/o Corporate Secretary, Lightbridge Corporation, 1600 Tysons
Boulevard, Suite 550, McLean, Virginia 22102 USA for submission to the board or
committee or to any specific director to whom the correspondence is directed.
Stockholders communicating through this means should include with the
correspondence evidence, such as documentation from a brokerage firm, that the
sender is a current record or beneficial stockholder of the Company. All
communications received as set forth above will be opened by the Corporate
Secretary or his designee for the sole purpose of determining whether the
contents contain a message to one or more of our directors. Any contents that
are not advertising materials, promotions of a product or service, patently
offensive materials or matters deemed, using reasonable judgment, inappropriate
for the Board will be forwarded promptly to the chairman of the Board, the
appropriate committee or the specific director, as applicable.
11
EXECUTIVE
COMPENSATION
The
following table sets forth information concerning all cash and non-cash
compensation awarded to, earned by or paid to the named persons for services
rendered in all capacities during the noted periods. No other executive officers
received total annual salary and bonus compensation in excess of
$100,000.
Summary Compensation
Table
|
Name and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)(1)
|
Option
Awards
($)(1)
|
All Other
Compensation
($)(2)
|
Total
($)
|
|||||||||||||||||||
|
Seth
Grae
|
2009
|
380,998 | 194,500 | 191,875 | 576,755 | 137,143 | 1,481,271 | |||||||||||||||||||
|
CEO,
President and Director
|
2008
|
341,000 | 170,500 | - | - | 64,137 | 575,637 | |||||||||||||||||||
|
Thomas
Graham, Jr.
|
2009
|
227,794 | - | 35,000 | - | 2,139 | 264,933 | |||||||||||||||||||
|
Chairman and
Corporate Secretary (3)
|
2008
|
222,600 | - | - | - | 2,679 | 225,279 | |||||||||||||||||||
|
James
Guerra
|
2009
|
262,000 | 26,200 | 160,800 | 168,334 | 33,619 | 650,953 | |||||||||||||||||||
|
CFO and COO (4)
|
2008
|
222,600 | 111,300 | - | - | 46,046 | 379,946 | |||||||||||||||||||
|
(1)
|
The
valuation of stock-based compensation is based in accordance with FASB
Accounting Standards Codification Topic 718 “Compensation- Stock
Compensation”, which requires the measurement of the cost of employee
services received in exchange for an award of an equity instrument on the
grant-date fair value of the award. Amounts shown for 2008, which
were previously reported under prior rules concerning valuation, have been
restated to reflect that no equity awards were granted to any of our named
executive officers in 2008.
|
|
(2)
|
The
heading “All Other Compensation” includes life insurance, disability
insurance, medical and dental insurance, certain travel arrangements, and
retroactive salary increases to the prior year’s base salary. With respect
to Mr. Grae, "All Other Compensation" includes $99,739 for expenses in
connection with his temporary relocation in the first half of 2009 to Abu
Dhabi, UAE.
|
|
(3)
|
Though
his official title is Chairman of the Board of Directors, Mr. Graham is
considered to be an executive officer of the
Company.
|
|
(4)
|
Mr.
Guerra joined the Company as Chief Financial Officer on October 29, 2007.
On November, 14, 2008 Mr. Guerra was also appointed as the Company’s Chief
Operating Officer.
|
Narrative disclosure to
summary compensation table
On
September 29, 2009, the 1-for-30 reverse split of the Company’s common shares
became effective. Total common stock outstanding at December 31, 2009 was
10,168,412 and the following disclosures have been made for prior year stock and
stock option grants have been restated below to reflect this 1 for 30 reverse
stock split.
12
On February 14, 2006, the Company
entered into an employment agreement with Seth Grae, wherein the Company agreed
to pay to Mr. Grae an annual salary of $275,000 for performing the duties
described in the employment agreement. Mr. Grae is also eligible to receive
raises and discretionary bonuses, as well as stock based compensation over the
term of the agreement. In addition, the Company agreed to issue to Mr. Grae
166,667 shares of common stock; all 166,667 shares of stock vested immediately
on issuance. The Company redeemed 78,966 shares of these shares, for tax
withholding to federal and state taxing authorities. Mr. Grae’s employment
officially commenced on March 17, 2006, the date that the Company obtained
D&O liability insurance coverage, and terminates on the fifth anniversary of
the date of the agreement. As of January 1, 2008, Mr. Grae’s salary was
increased to an annual salary of $341,000 and he received a bonus in the amount
of $137,060 for his services in 2007 which was paid in 2008. As of March 1,
2009, Mr. Grae’s salary was increased to an annual salary of $389,000 and he
received a bonus in the amount of $170,500 for his services in 2008 which was
paid in 2009. Prior to his employment agreement, Mr. Grae owned 66,667 shares of
the Company’s stock which had been awarded by the Company to him for
pre-employment consulting services. Prior to his employment agreement Mr. Grae
also owned 313,698 shares of Thorium Power, Inc., which pursuant to the merger
agreement was converted to 8,039,390 shares (267,980 equivalent shares restated
for 1-for-30 reverse stock split) of the Company’s stock at a rate of
25,628 shares per share of Thorium Power, Inc.
Also on February 14, 2006, the Company
entered into an option agreement with Seth Grae, wherein the Company granted to
Mr. Grae 240,000 non-qualified stock options, with a term of ten years at an
exercise price of $23.85 per share. Mr. Grae’s option vested with respect
to 6/48 of the total number of options on the six month anniversary of the
option agreement, and the remaining options vest in equal monthly installments
of 1/48 the total number of options until all of the options have vested.
Mr Grae’s option will immediately and automatically vest in full upon a Change
of Control, the termination of Mr. Grae’s employment by the Company without
Cause, or the termination of Mr. Grae’s employment by Mr. Grae for Good Reason.
“Change of Control,” “Cause,” and “Good Reason” are each defined in that certain
employment agreement between Mr. Grae and the Company, dated February 14,
2006.
On
October 6, 2006, the Company and Mr. Grae entered into an agreement whereby the
parties cancelled an option, held by Mr. Grae, to purchase 150,000 shares of
Thorium Power, Inc.’s common stock at an exercise price of $4.00. In
consideration for terminating the options above, the Company then granted to Mr.
Grae a non-qualified option for the purchase of 128,139 shares of the common
stock of the Company, at an exercise price of $4.68 per share. The pricing and
amount of shares granted to Mr. Grae was determined using the Black-Scholes
option pricing model, so that the value of the cancelled and newly granted
shares was the same.
In December 2006, the Board of
Directors granted to Mr. Grae 100,000 shares of the Company’s common stock as a
year end 2006 bonus. The Company redeemed 40,000 of these shares, for tax
withholding to federal and state taxing authorities.
On December 5, 2007, the Compensation
Committee of the Board of Directors granted to Mr. Grae 12,104 shares of the
Company’s common stock as part of its annual equity compensation to employees.
The Company redeemed 4,841 of these shares, for tax withholding to federal and
state taxing authorities. Additionally on December 5, 2007, the
Compensation Committee granted to Mr. Grae two separate incentive stock options
to purchase the Company’s common stock. The first option is a 10 year
option to purchase 36,311 shares of the Company’s common stock, vesting in equal
monthly installments over a three year period with an exercise price of
$10.50. The second option is an 8 year option to purchase 166,667 shares
of the Company’s common stock, vesting in equal monthly installments over a two
year period with an exercise price of $13.50.
On July 14, 2009, the Compensation
Committee of the Board of Directors granted to Mr. Grae 33,663 shares of the
Company’s common stock as part of its annual equity compensation to employees,
which vest 1/3 on each anniversary of the grant date, over three years.
Additionally on July 14, 2009, the Compensation Committee granted to Mr. Grae a
non-qualified stock option for the purchase of 112,868 shares of the common
stock of the Company, at an exercise price of $5.70 per share.
13
In
addition to common shares of the Company’s stock held prior to Mr. Grae’s
employment with the Company, and stock compensation granted to Mr. Grae over the
term of his employment, Mr. Grae indirectly owns 3,200 shares of the Company’s
stock that he purchased in the name of his wife.
On July
27, 2006, the Company granted to Mr. Graham, pursuant to the Company’s Second
Amended and Restated 2006 Stock Plan, a non-qualified ten-year option for the
purchase of 50,000 shares of the common stock of the Company, at an exercise
price of $14.70 per share. Mr. Graham’s option vested with respect to 1/36 of
the total number of shares on the date of grant, and the remaining shares vest
in equal monthly installments of 1/36 the total number of shares until all
shares underlying the Option have vested. Mr. Graham’s option will immediately
and automatically vest in full upon a Change of Control, the termination of Mr.
Graham’s employment by the Company without Cause, or the termination of Mr.
Graham’s employment by Mr. Graham for Good Reason. “Change of Control,” “Cause,”
and “Good Reason” are each defined in that certain employment agreement between
Mr. Graham and the Company, dated July 27, 2006.
On July
5, 2007, the Company granted to Mr. Graham, pursuant to the Company’s Second
Amended and Restated 2006 Stock Plan, a non-qualified ten-year option for the
purchase of 50,000 shares of the common stock of the Company, at an exercise
price of $8.10 per share. Mr. Graham’s option vested with respect to 1/36 of the
total number of shares on the date of grant, and the remaining shares vest in
equal monthly installments of 1/36 the total number of shares until all shares
underlying the Option have vested. Mr. Graham’s option will immediately and
automatically vest in full upon a Change of Control, the termination of Mr.
Graham’s employment by the Company without Cause, or the termination of Mr.
Graham’s employment by Mr. Graham for Good Reason. “Change of Control,” “Cause,”
and “Good Reason” are each defined in that certain employment agreement between
Mr. Graham and the Company, dated August 1, 2007.
On
December 5, 2007, the Compensation Committee of the Board of Directors granted
to Mr. Graham 3,205 shares of the Company’s common stock as part of its annual
equity compensation to employees. Additionally on December 5, 2007,
the Compensation Committee granted to Mr. Graham a 10 year incentive stock
option to purchase 9,614 shares of the Company’s common stock, vesting in equal
monthly instalments over a three year period with an exercise price of
$10.50.
On July
22, 2009, the Compensation Committee of the Board of Directors granted to Mr.
Graham 5,402 shares of the Company’s common stock as part of its annual equity
compensation to employees, which vests 1/3 on each anniversary of the grant
date, over three years.
On October 23, 2007, the Company
entered into an employment agreement with Mr. Guerra pursuant to which the
Company agreed to pay Mr. Guerra an annual salary of $222,600, as consideration
for performance of his duties as Chief Financial Officer, Treasurer and
Executive Vice President. In addition, the Company issued to Mr. Guerra,
pursuant to the Company’s 2006 Stock Plan (i) 33,333 shares of common stock of
the Company, which vest in equal monthly installments over a three year term
with accelerated vesting upon a change of control, termination of Mr. Guerra by
the Company without cause or the cessation of Mr. Guerra’s employment with the
Company for good reason and (ii) a ten-year non-qualified option for the
purchase of 33,333 shares of the common stock of the Company, at an exercise
price of $7.05 per share. The terms of the October 23, 2007 agreement
continue to set forth the terms and compensation with regard to Mr. Guerra’s
employment following the appointment of Mr. Guerra as the Company’s Chief
Operating Officer on November 14, 2008. In 2009, Mr. Guerra’s salary was
increased to $262,000 and that increase was made retroactive to November 14,
2008.
On
December 5, 2007, the Compensation Committee of the Board of Directors granted
to Mr. Guerra 372 shares of the Company’s common stock as part of its annual
equity compensation to employees. Additionally on December 5, 2007,
the Compensation Committee granted to Mr. Guerra a 10 year incentive stock
option to purchase 1,862 shares of the Company’s common stock, vesting in equal
monthly installments over a three year period with an exercise price of
$10.50.
14
On July
14, 2009, the Compensation Committee of the Board of Directors granted to Mr.
Guerra 9,825 shares of the Company’s common stock as part of its annual equity
compensation to employees, which vest 1/3 on each anniversary of the grant date,
over three years. Additionally on July 14, 2009, the Compensation Committee
granted to Mr. Guerra a non-qualified stock option for the purchase of 32,942
shares of the common stock of the Company, at an exercise price of $5.70 per
share.
Outstanding Equity Awards at
Fiscal Year End
The following table sets forth all
outstanding equity awards to our named executive officers as of December 31,
2009.
|
Option Awards
|
Stock Awards
|
||||||||||||||||||||||||||||||||
|
Name
|
Number of
Securities Underlying Unexercised Options (#) Exercisable |
Number of
Securities Underlying Unexercised Options (#) Unexercisable(1) |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
Option
Exercise Price ($) |
Option
Expiration Date |
Number
of Shares
or Units of Stock That Have Not Vested (#) |
Market
Value of Shares or Units of Stock That Have Not Vested ($) |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
||||||||||||||||||||||||
|
Seth
|
230,000 | 10,000 | — | $ | 23.85 |
02/14/16
|
— | — | — | — | |||||||||||||||||||||||
|
Grae,
|
128,139 | - | — | $ | 4.68 |
08/17/10
|
— | — | — | — | |||||||||||||||||||||||
|
President,
|
25,216 | 11,095 | — | $ | 10.50 |
12/05/17
|
— | — | — | — | |||||||||||||||||||||||
|
CEO
and
|
115,741 | 50,926 | — | $ | 13.50 |
12/05/15
|
— | — | — | — | |||||||||||||||||||||||
|
Director
|
- | 112,868 |
—
|
$ | 5.70 |
07/14/19
|
33,663 |
$
|
201,641– | – |
–
|
||||||||||||||||||||||
|
Thomas
|
50,000 |
–
|
— | $ | 14.70 |
07/27/16
|
— | — | — | — | |||||||||||||||||||||||
|
Graham,
|
6,677 | 2,937 | — | $ | 10.50 |
12/05/17
|
— | — | — | — | |||||||||||||||||||||||
|
Chairman
|
41,667 | 8,333 | — | $ | 8.10 |
07/05/17
|
5,402 | $ | 32,358 | — | — | ||||||||||||||||||||||
|
and
|
|||||||||||||||||||||||||||||||||
|
Corporate
|
|||||||||||||||||||||||||||||||||
|
Secretary
|
|||||||||||||||||||||||||||||||||
|
James
|
18,056 | 15,278 | — | $ | 7.05 |
10/29/17
|
8,334 | $ | 49,920 | — | — | ||||||||||||||||||||||
|
Guerra,
|
1,294 | 569 | — | $ | 10.50 |
12/05/17
|
— | — | — | — | |||||||||||||||||||||||
|
CFO,
|
— | 32,942 | — | $ | 5.70 |
07/14/19
|
9,825 | $ | 59,852 | — | — | ||||||||||||||||||||||
|
COO
|
|||||||||||||||||||||||||||||||||
Narrative to outstanding
equity awards table
This
information is located in the narrative to the summary compensation table
above.
15
Director
Compensation
The
following table sets forth certain information concerning the compensation paid
to our directors for services rendered to us during the fiscal year ending
December 31, 2009. Neither Mr. Grae nor Mr. Graham were compensated
for their service as directors in 2009.
|
Name
|
Fees Earned or
Paid in Cash
($)
|
Stock Awards
($)
|
Option Awards
($)
|
Total
($)
|
||||||||||||
|
Victor
Alessi
|
38,000 | 35,000 | - | 73,000 | ||||||||||||
|
Jack
Ladd
|
20,000 | 55,000 | - | 75,000 | ||||||||||||
|
Daniel
Magraw
|
19,000 | 54,000 | - | 73,000 | ||||||||||||
|
|
(1)
|
Each
of Messrs. Alessi, Ladd and Magraw individually had an aggregate of 19,461
option awards outstanding as of December 31,
2009.
|
Narrative to director
compensation table
We
currently have three independent directors: Victor Alessi, Jack Ladd and Daniel
Magraw. Mr. Alessi became a director of the Company on August 21, 2006. Pursuant
to the Independent Director Contract between Mr. Alessi and the Company, Mr.
Alessi receives $38,000 in cash per year for acting as a director of the
Company. Messrs. Ladd and Magraw became directors of the Company on
October 23, 2006. Pursuant to their respective Independent Director
Contracts with the Company, Mr. Ladd receives $20,000 in cash per year and
$20,000 worth of the Company’s common stock per year for serving on the board of
directors of the Company. Mr. Magraw receives $19,000 in cash per year and
$19,000 worth of the Company’s common stock per year for serving on the board of
directors of the Company.
Additionally,
each of Messrs. Alessi, Ladd and Magraw were granted non-qualified options to
purchase up to 16,667 shares of the common stock of the Company which shall vest
with respect to 1/36 of the total number of shares on the one month anniversary
of the date of grant; the remaining shares will subsequently vest 1/36 on the
first day of each month thereafter until all options have
vested. Each option shall immediately and automatically vest in
full upon the termination of the respective director’s employment by the Company
without cause.
Except
for Messrs. Alessi, Ladd and Magraw, all of our current directors are also our
officers and are compensated for the services that they provide to us in their
capacity as officers. Other than Messrs. Alessi, Ladd and Magraw, our current
directors do not receive any additional compensation for the services they
provide to us as directors. Directors are reimbursed for out of
pocket expenses incurred as a result of their participation on our
board.
On
December 5, 2007, the Compensation Committee of the Board of Directors granted
to each of Messrs. Alessi, Ladd and Magraw 931 shares of the Company’s common
stock as part of its annual equity compensation to
employees. Additionally on December 5, 2007, the Compensation
Committee granted to each of Messrs. Alessi, Ladd and Magraw a 10 year incentive
stock option to purchase 2,794 shares of the Company’s common stock, vesting in
equal monthly installments over a three year period with an exercise price of
$10.50.
16
On July
22, 2009, the Compensation Committee of the Board of Directors granted to each
of Messrs. Alessi, Ladd and Magraw 5,402 shares of restricted stock, which vest
1/3 on each anniversary of the grant date over three years.
Changes
in Control
There are currently no arrangements
which may result in a change in control of the Company.
SECURITY
OWNERSHIP OF CERTAIN
BENEFICIAL
OWNERS AND MANAGEMENT
The
following table sets forth information known to us with respect to the
beneficial ownership of our Common Stock as of March 25, 2010 for: (i) each
person known by us to beneficially own more than 5% of our voting securities,
(ii) each executive officer, (iii) each of our directors and nominees, and (iv)
all of our executive officers and directors as a group.
Unless
otherwise specified, the address of each of the persons set forth below is in
care of Lightbridge Corporation, 1600 Tysons Boulevard, Suite 550, McLean,
Virginia, 22102 USA.
|
Name
and Address of
Beneficial
Owner(1)
|
Amount
and Nature of
Beneficial
Ownership(1)
(2)
|
Percent
of
Common
Stock(3)
|
||||||
|
Seth
Grae (4)
|
1,091,479 | 9.81 | % | |||||
|
Thomas
Graham, Jr.
|
175,479 | 1.68 | % | |||||
|
Andrey
Mushakov
|
180,104 | 1.73 | % | |||||
|
James
Guerra
|
89,196 | * | ||||||
|
Dan
Magraw
|
50,762 | * | ||||||
|
Victor
Alessi
|
25,407 | * | ||||||
|
Jack
Ladd
|
34,480 | * | ||||||
|
Directors
and Officers as a Group (seven people)
|
1,646,907 | 14.32 | % | |||||
* Denotes less than 1% of the
outstanding shares of Common Stock.
|
(1)
|
The
number of shares beneficially owned is determined under SEC rules, and the
information is not necessarily indicative of beneficial ownership for any
other purpose. Under those rules, beneficial ownership includes
any shares as to which the individual has sole or shared voting power or
investment power, and also any shares which the individual has the right
to acquire within 60 days of the Record Date, through the exercise or
conversion of any stock option, convertible security, warrant or other
right (a “Presently Exercisable” security). Including those
shares in the table does not, however, constitute an admission that the
named shareholder is a direct or indirect beneficial owner of those
shares.
|
|
(2)
|
Unless
otherwise indicated, each person or entity named in the table has sole
voting power and investment power (or shares that power with that person’s
spouse) with respect to all shares of common stock listed as owned by that
person or entity.
|
|
(3)
|
A
total of 11,504,301 shares of the Company’s common stock are considered to
be outstanding pursuant to Rule 13d-3(d)(1) under the Securities Exchange
Act of 1934. For each beneficial owner above, any options exercisable
within 60 days have been included in the denominator.
|
| (4) | Included in the shares for Mr. Grae are 414,787 shares of the Company's common stock underlying options which are currently out-of-the-money. |
17
TRANSACTIONS
WITH RELATED PERSONS,
PROMOTERS
AND CERTAIN CONTROL PERSONS
None of our directors, director
nominees or executive officers has been involved in any transactions with us or
any of our directors, executive officers, affiliates or associates which are
required to be disclosed pursuant to the rules and regulations of the
SEC.
18
PROPOSAL
1
ELECTION
OF DIRECTORS
The Board of Directors is responsible
for establishing broad corporate policies and monitoring the overall performance
of the Company. It selects the Company’s executive officers,
delegates authority for the conduct of the Company’s day-to-day operations to
those officers, and monitors their performance. Members of the Board
keep themselves informed of the Company’s business by participating in Board and
Committee meetings, by reviewing analyses and reports, and through discussions
with the Chairman and other officers.
See
“Governance and Nominating Committee” above for a discussion of the process for
selecting directors.
There are currently five directors
serving on the Board. At the Meeting, five directors will be elected.
The individuals who have been nominated for election to the Board at the Meeting
are listed in the table below. Each of the nominees is a current
director of the Company.
If, as a result of circumstances not
now known or foreseen, any of the nominees is unavailable to serve as a nominee
for director at the time of the Meeting, the holders of the proxies solicited by
this Proxy Statement may vote those proxies either (i) for the election of
a substitute nominee who will be designated by the proxy holders or by the
present Board or (ii) for the balance of the nominees, leaving a vacancy.
Alternatively, the size of the Board may be reduced accordingly. The
Board has no reason to believe that any of the nominees will be unwilling or
unable to serve, if elected as a Director. The five nominees for
election as directors are uncontested. In uncontested elections,
directors are elected by plurality of the votes cast at the
meeting. Proxies
submitted on the accompanying proxy card will be voted for the election of the
nominees listed below, unless the proxy card is marked
otherwise.
The
Board of Directors recommends a vote FOR the election of the nominees listed
below.
The names, the positions with the
Company and the ages as of the Record Date of the individuals who are our
nominees for election as directors are:
|
Name
|
Age
|
Position with the
Company
|
Term as Director of
Company
|
|||
|
Seth
Grae
|
47
|
President,
CEO and Director
|
April
2006 – Present
|
|||
|
Thomas
Graham, Jr.
|
76
|
Chairman
and Corporate Secretary
|
April
2006 – Present
|
|||
|
Victor
E. Alessi
|
70
|
Director
|
August
2006 – Present
|
|||
|
Jack.
D. Ladd
|
60
|
Director
|
October
2006 – Present
|
|||
|
Daniel
B. Magraw
|
63
|
Director
|
October
2006 –
Present
|
Director
Qualifications
Directors are responsible for
overseeing the Company’s business consistent with their fiduciary duty to
shareowners. This significant responsibility requires highly-skilled individuals
with various qualities, attributes and professional experience. The Board
believes that there are general requirements for service on the Company’s Board
of Directors that are applicable to all Directors and that there are other
skills and experience that should be represented on the Board as a whole but not
necessarily by each Director. The Board and the Governance and Nominating
Committee of the Board consider the qualifications of Directors and Director
candidates individually and in the broader context of the Board’s overall
composition and the Company’s current and future needs.
19
Qualifications
for All Directors
In its
assessment of each potential candidate, including those recommended by
shareowners, the Governance and Nominating Committee considers the nominee’s
judgment, integrity, experience, independence, understanding of the Company’s
business or other related industries and such other factors the Governance and
Nominating Committee determines are pertinent in light of the current needs of
the Board. The Governance and Nominating Committee also takes into account the
ability of a Director to devote the time and effort necessary to fulfill his or
her responsibilities to the Company.
The Board
and the Governance and Nominating Committee require that each Director be a
recognized person of high integrity with a proven record of success in his or
her field. Each Director must demonstrate innovative thinking, familiarity with
and respect for corporate governance requirements and practices, an appreciation
of multiple cultures and a commitment to sustainability and to dealing
responsibly with social issues. In addition to the qualifications required of
all Directors, the Board assesses intangible qualities including the
individual’s ability to ask difficult questions and, simultaneously, to work
collegially.
The Board
does not have a specific diversity policy, but considers diversity of race,
ethnicity, gender, age, cultural background and professional experiences in
evaluating candidates for Board membership. Diversity is important because a
variety of points of view contribute to a more effective decision-making
process.
Qualifications,
Attributes, Skills and Experience to be Represented on the Board as a
Whole
The Board has identified particular
qualifications, attributes, skills and experience that are important to be
represented on the Board as a whole, in light of the Company’s current needs and
business priorities. The Company’s services are performed in various
countries around the world and significant areas of future growth are located
outside of the United States. The Company’s business is truly global and
multicultural. Therefore, the Board believes that international experience or
specific knowledge of key geographic growth areas and diversity of professional
experiences should be represented on the Board. The Company’s business is
multifaceted and involves complex financial transactions in various countries.
Therefore, the Board believes that the Board should include some Directors with
a high level of financial literacy and some Directors who possess relevant
business experience as a Chief Executive Officer or President. Our
business involves complex technologies in a highly specialized industry.
Therefore, the Board believes that extensive knowledge of the Company’s business
and the nuclear industry should be represented on the Board. The
Company’s business also requires compliance with a variety of regulatory
requirements across a number of countries and relationships with various
governmental entities. Therefore, the Board believes that governmental,
political or diplomatic expertise should be represented on the
Board.
Summary of
Qualifications of 2010 Nominees for Director
Set forth
below is a narrative disclosure that summarizes some of the specific
qualifications, attributes, skills and experiences of our
directors.
Seth
Grae
Mr. Grae
was named the Chief Executive Officer and President of the Company on March 17,
2006, and effective April 2, 2006, became a director of the
Company. Seth Grae has led the development and implementation of
Lightbridge’s business efforts to develop and deploy nuclear fuel technologies
that enhance proliferation resistance and reduce waste, and to provide
comprehensive advisory services based on non-proliferation, safety, and
transparency for emerging commercial nuclear power programs.
20
He is a
member of the Governing Board of the Bulletin of the Atomic Scientists and has
served as co-chair of the American Bar Association’s Committee on Arms Control
and Disarmament. This past year, Mr. Grae was appointed by US Secretary of
Commerce Gary Locke to the Civil Nuclear Trade Advisory Council (CINTAC) as a
committee member to represent the thorium-based fuel segment of the U.S. civil
nuclear industry. He has also served as a member of the board of directors
of the Lawyers Alliance for World Security. He reviews the work of the Company’s
principal financial and accounting officers on significant matters related to
the Company’s financial position and results of operations, and the presentation
of its financial statements.
Thomas Graham,
Jr.
Ambassador
Graham became a director of the Company on April 2, 2006, and chairman of the
board of directors on April 4, 2006. He is one of the world's leading
experts in nuclear non-proliferation and has recently been appointed as an
advisor to the International Advisory Board for the UAE Nuclear
Program. Ambassador Graham has served as a senior U.S. diplomat involved in
the negotiation of every major international arms control and non-proliferation
agreement during the period from 1970 to 1997. Ambassador Graham is also the
Chairman of the Board of the Cypress Fund for Peace and Security, as well as the
Chairman of the Board of Mexico Energy Corporation, an oil and gas exploration
company (NYSE Amex: MXC). He is a member of the Kentucky, the District of
Columbia and the New York Bars and is a member of the Council on Foreign
Relations. He chaired the Committee on Arms Control and Disarmament of the
American Bar Association from 1986-1994.
Victor E.
Alessi
Dr.
Alessi became a director of the Company on August 23, 2006. Dr. Alessi holds a
Ph.D. in nuclear physics and is President Emeritus of the United States Industry
Coalition (“USIC”), an organization dedicated to facilitating the
commercialization of technologies of the New Independent States (“NIS”) of the
former Soviet Union through cooperation with its members. Victor Alessi served
President and CEO of USIC from 1999 to 2006, focusing on commercializing
technologies developed in nuclear institutes in the former Soviet Union and
companies in the United States to prevent the spread of nuclear weapons.
Coinciding with his tenure at USIC, Dr. Alessi has also been the U.S.
Representative on the Governing Board of the International Science and
Technology Center in Moscow since its founding in 1992. Earlier, Dr.
Alessi served as Director of the Office of Arms Control and Non-proliferation at
the Department of Energy (“DOE”), where he oversaw all arms control and
non-proliferation activities during the administration of President George H.W.
Bush. As a senior DOE official, he played an instrumental role in implementing
the U.S. unilateral nuclear initiative in 1991.
Jack D.
Ladd
Mr. Ladd
became a director of the Company on October 23, 2006. Mr. Ladd has almost three
decades of experience in public affairs, law, governance, and public service.
Mr. Ladd is the Director of the John Ben Shepperd Leadership Institute of the
University of Texas, Permian Basin. He is also the Chairman of the Texas State
Securities Board. As a practicing attorney for 28 years, he has served on
numerous civic, educational, religious and governmental boards and committees.
As Audit Committee Chairman he reviews the work of the Company’s principal
financial and accounting officers on significant matters related to the
Company’s financial position and results of operations, and the presentation of
its financial statements.
21
Daniel B.
Magraw
Mr.
Magraw became a director of the Company on October 23, 2006, and is a leading
expert on international environmental law and policy. Mr. Magraw is President
and CEO of the Center for International Environmental Law (CIEL). From
1992-2001, he was Director of the International Environmental Law Office of the
US Environmental Protection Agency. He is a member of the U.S. Department of
State Study Group on International Business Transactions and was Chair of the
15,000-member Section of International Law and Practice of the American Bar
Association. Mr. Magraw is a widely-published author in the field of
international environmental law.
General
Information
For information as to the shares of the
Common Stock held by each nominee, see “Security Ownership of Certain Beneficial
Owners and Management,” above.
See “Directors and Executive Officers”
above for biographical summaries for each of our director nominees.
All directors will hold office for the
terms indicated, or until their earlier death, resignation, removal or
disqualification, and until their respective successors are duly elected and
qualified. There are no arrangements or understandings between any of
the nominees, directors or executive officers and any other person pursuant to
which any of our nominees, directors or executive officers have been selected
for their respective positions. No nominee, member of the Board of
Directors or executive officer is related to any other nominee, member of the
Board of Directors or executive officer.
For information as to the shares of the
Common Stock held by each nominee, see “Security Ownership of Certain Beneficial
Owners and Management,” above.
See “Directors and Executive Officers”
above for biographical summaries for each of our director nominees.
All directors will hold office for the
terms indicated, or until their earlier death, resignation, removal or
disqualification, and until their respective successors are duly elected and
qualified. There are no arrangements or understandings between any of
the nominees, directors or executive officers and any other person pursuant to
which any of our nominees, directors or executive officers have been selected
for their respective positions. No nominee, member of the Board of
Directors or executive officer is related to any other nominee, member of the
Board of Directors or executive officer.
22
PROPOSAL
2
RATIFICATION
OF SELECTION OF INDEPENDENT AUDITORS
The Audit Committee has selected Child,
Van Wagoner & Bradshaw PLLC (“Child Van Wagoner”) to serve as the
independent registered public accounting firm of the Company for the fiscal year
ending December 31, 2010. Child Van Wagoner was the Company’s
independent registered public accounting firm for the fiscal years ending
December 31, 2009, 2008, 2007 and 2006.
We are asking our stockholders to
ratify the selection of Child Van Wagoner as our independent registered public
accounting firm. Although ratification is not required by our bylaws
or otherwise, the Board is submitting the selection of Child Van Wagoner to our
stockholders for ratification as a matter of good corporate
practice. In the event our stockholders fail to ratify the
appointment, the Audit Committee may reconsider this appointment.
The Company has been advised by Child
Van Wagoner that neither the firm nor any of its associates had any relationship
with the Company other than the usual relationship that exists between
independent registered public accountant firms and their clients during the last
fiscal year. Representatives of Child Van Wagoner will be available
via teleconference during the Meeting, at which time they may make any statement
they consider appropriate and will respond to appropriate questions raised at
the Meeting.
Independent
Registered Public Accounting Firm’s Fees
The following are the fees billed to us
by Child Van Wagoner during fiscal years ended December 31, 2009 and
2008:
|
2009
|
2008
|
|||||||
|
Audit
Fees
|
$ | 39,000 | $ | 39,506 | ||||
|
Audit
Related Fees
|
3,373 | - | ||||||
|
Tax
Fees
|
- | - | ||||||
|
All
Other Fees
|
14,500 | 4,000 | ||||||
|
Total
|
$ | 56,873 | $ | 43,506 | ||||
Audit Fees consist of the
aggregate fees billed for professional services rendered for the audit of our
annual financial statements and the reviews of the financial statements included
in our Forms 10-Q and for any other services that were normally provided by
Child Van Wagoner, respectively, in connection with our statutory and regulatory
filings or engagements.
Audit Related Fees consist of
the aggregate fees billed for professional services rendered for assurance and
related services that were reasonably related to the performance of the audit or
review of our financial statements and were not otherwise included in Audit
Fees.
Tax Fees consist of the
aggregate fees billed for professional services rendered for tax compliance, tax
advice and tax planning. Included in such Tax Fees were fees for preparation of
our tax returns and consultancy and advice on other tax planning
matters.
All Other Fees consist of the
aggregate fees billed for products and services provided by Child Van Wagoner
and not otherwise included in Audit Fees, Audit Related Fees or Tax Fees.
Included in such Other Fees were fees for services rendered by Child Van Wagoner
in connection with our private and public offerings conducted during such
periods.
23
Our Audit Committee has considered
whether the provision of the non-audit services described above is compatible
with maintaining auditor independence and determined that such services are
appropriate. Before auditors are engaged
to provide us audit or non-audit services, such engagement is (without
exception, required to be) approved by the Audit Committee of our Board of
Directors.
Pre-Approval
Policies and Procedures
Under the Sarbanes-Oxley Act of 2002,
all audit and non-audit services performed by our auditors must be approved in
advance by our Board to assure that such services do not impair the auditors’
independence from us. In accordance with its policies and procedures, our Board
pre-approved the audit service performed by Child Van Wagoner for our
consolidated financial statements as of and for the year ended December 31,
2009.
The
Board of Directors recommends a vote FOR ratification of the selection of Child
Van Wagoner & Bradshaw PLLC as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2010.
24
STOCKHOLDER
PROPOSALS FOR THE 2011 ANNUAL MEETING
If you wish to have a proposal included
in our proxy statement for next year’s annual meeting in accordance with Rule
14a-8 under the Exchange Act, your proposal must be received by the Corporate
Secretary of Lightbridge Corporation at 1600 Tysons Boulevard, Suite 550,
McLean, Virginia 22102 USA, no later than the close of business on
December 31, 2010. A proposal which is received after that date or
which otherwise fails to meet the requirements for stockholder proposals
established by the SEC will not be included. The submission of a
stockholder proposal does not guarantee that it will be included in the proxy
statement.
ANNUAL
REPORT ON FORM 10-K
We will provide without charge to each
person solicited by this Proxy Statement, on the written request of such person,
a copy of our Annual Report on Form 10-K, including the financial statements and
financial statement schedules, as filed with the SEC for our most recent fiscal
year. Such written requests should be directed to Lightbridge
Corporation, c/o Corporate Secretary, 1600 Tysons Boulevard, Suite 550, McLean,
Virginia 22102 USA. A copy of our Annual Report on Form
10-K is also made available on our website after it is filed with the
SEC.
OTHER
MATTERS
As of the date of this Proxy Statement,
the Board of Directors has no knowledge of any business which will be presented
for consideration at the Meeting other than the election of directors and the
ratification of the appointment of the accountants of the
Company. Should any other matters be properly presented, it is
intended that the enclosed proxy card will be voted in accordance with the best
judgment of the persons voting the proxies.
|
March
29, 2010
|
By
Order of the Board of Directors
|
|
/s/ Thomas Graham
|
|
|
Thomas
Graham, Jr.
|
|
|
Chairman
and Corporate Secretary
|
25
APPENDIX
A
REPORT
OF THE AUDIT COMMITTEE
The Audit Committee of the Board is
comprised of three non-employee Directors, each of whom has been determined by
the Board to be “independent” under the meaning of Rule 10A-3(b)(1) under the
Exchange Act. The Board has determined, based upon an interview of
Jack D. Ladd and a review of Mr. Ladd’s responses to a questionnaire designed to
elicit information regarding his experience in accounting and financial matters,
that Mr. Ladd shall be designated as an “Audit Committee financial expert”
within the meaning of Item 401(e) of SEC Regulation S-K, as Mr. Ladd has past
employment experience in finance or accounting, requisite professional
certification in accounting, or any other comparable experience or background
which results in his financial sophistication. The Audit Committee
assists the Board’s oversight of the integrity of the Company’s financial
reports, compliance with legal and regulatory requirements, the qualifications
and independence of the Company’s independent registered public accounting firm,
the audit process, and internal controls. The Audit Committee
operates pursuant to a written charter adopted by the Board. The
Audit Committee is responsible for overseeing the corporate accounting and
financing reporting practices, recommending the selection of the Company’s
registered public accounting firm, reviewing the extent of non-audit services to
be performed by the auditors, and reviewing the disclosures made in the
Company’s periodic financial reports. The Audit Committee also
reviews and recommends to the Board that the audited financial statements be
included in the Company’s Annual Report on Form 10-K.
Following
the end of the fiscal year ended December 31, 2009, the Audit Committee (1)
reviewed and discussed the audited financial statements for the fiscal year
ended December 31, 2009 with Company management; (2) discussed with the
independent auditors the matters required to be discussed by SAS 61
(Codification of Statements on Auditing Standards), as may be modified or
supplemented; and (3) received the written disclosures and the letter from the
independent accountants required by Independence Standards Board Standard No. 1
(Independence Standards Board Standard No. 1, Independence Discussions with
Audit Committees), as may be modified or supplemented, and has discussed with
the independent accountant its independence.
Based on
the review and discussions referred to above, the Audit Committee had
recommended to the Board of Directors that the audited financial statements be
included in the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2009 for filing with the SEC.
|
/s/ The Audit Committee
|
|
Jack
D. Ladd
|
|
Victor
E. Alessi
|
|
Daniel
B. Magraw
|
26
LIGHTBRIDGE
CORPORATION
ANNUAL
MEETING OF STOCKHOLDERS
TO
BE HELD ON APRIL 30, 2010
This
Proxy is Solicited on Behalf of the Board of Directors
The
undersigned stockholder of Lightbridge Corporation, a Nevada corporation (the
“Company”), acknowledges receipt of the Notice of Annual Meeting of Stockholders
and Proxy Statement, dated April 30, 2009, and hereby constitutes and appoints
Seth Grae and Thomas Graham, Jr., or either of them acting singly in the absence
of the other, with full power of substitution in either of them, the proxies of
the undersigned to vote with the same force and effect as the undersigned all
shares of the Company’s Common Stock which the undersigned is entitled to vote
at the 2010 Annual Meeting of Stockholders to be held on April 30, 2010, and at
any adjournment or adjournments thereof, hereby revoking any proxy or proxies
heretofore given and ratifying and confirming all that said proxies may do or
cause to be done by virtue thereof with respect to the following
matters:
The
undersigned hereby instructs said proxies or their substitutes:
|
1.
|
Elect
as Directors the nominees listed below: o
|
Seth
Grae
Thomas
Graham, Jr.
Victor E.
Alessi
Jack D.
Ladd
Daniel B.
Magraw
Withhold
authority for the following:
¨ Seth Grae
¨ Thomas Graham,
Jr.
¨ Victor E.
Alessi
¨ Jack D. Ladd
¨ Daniel B.
Magraw
|
2.
|
Approve
the ratification of Child, Van Wagoner & Bradshaw PLLC as the
Company’s accountant for fiscal year
2010.
|
FOR ¨ AGAINST ¨ ABSTAIN ¨
|
3.
|
In
their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting, and any adjournment or
adjournments thereof.
|
THIS
PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED; IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL
NOMINEES AND FOR THE
RATIFICATION OF THE SELECTION OF CHILD, VAN WAGONER & BRADSHAW PLLC, AS THE
COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS. IN THEIR DIRECTION, THE
PROXIES ARE ALSO AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING, INCLUDING THE ELECTION OF ANY PERSON TO THE BOARD OF
DIRECTORS WHERE A NOMINEE NAMED IN THE PROXY STATEMENT DATED MARCH 29, 2010 IS
UNABLE TO SERVE OR WILL NOT SERVE.
I
(we) acknowledge receipt of the Notice of Annual Meeting of Stockholders
and the Proxy Statement dated March 29, 2010, and the 2009 Annual Report to
Stockholders and ratify all that the proxies, or either of them, or their
substitutes may lawfully do or cause to be done by virtue hereof and revoke all
former proxies.
Please
sign, date and mail this proxy immediately in the enclosed
envelope.
|
Name
__________________________________
|
|
|
Name
(if
joint)
|
|
| _______________________________________ | |
|
Date
_____________, 2010
|
|
|
Please
sign your name exactly as it appears hereon. When signing as
attorney, executor, administrator, trustee or guardian, please give your
full title as it appears hereon. When signing as joint tenants,
all parties in the joint tenancy must sign. When a proxy is
given by a corporation, it should be signed by an authorized officer and
the corporate seal affixed. No postage is required if returned
in the enclosed
envelope.
|