def14a
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934 (Amendment
No. )
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Filed by the Registrant
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Filed by a Party other than the Registrant o |
Check the appropriate box:
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Preliminary Proxy Statement |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-11(c) or
§240.14a-12 |
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
CAPITAL PROPERTIES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11. |
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1) |
Title of each class of securities to which transaction applies: |
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2) |
Aggregate number of securities to which transaction applies: |
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3) |
Per unit price or other underlying value of transaction computed
pursuant to Exchange Act
Rule 0-11 (Set
forth the amount on which the filing fee is calculated and state
how it was determined): |
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4) |
Proposed maximum aggregate value of transaction: |
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5) |
Total fee paid: |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by
Exchange Act
Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing. |
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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Filing Party: |
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Date Filed: |
Capital Properties, Inc.
100 Dexter Road
East Providence, Rhode Island 02914
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 28, 2009
The 2009 annual meeting of shareholders of Capital Properties, Inc. (the Company) will be held at
the offices of Hinckley, Allen and Snyder LLP, 50 Kennedy Plaza, Suite 1500 in Providence, Rhode
Island, on Tuesday, April 28, 2009 at 2:00 oclock P.M., local time, for the following purposes:
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To elect two directors (by the holders of Class A Common
Stock only) and three directors (by the holders of Class B Common
Stock only) to serve for terms of one year and until their successors
are elected and qualified; |
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(2) |
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To transact such other business, if any, as may properly
come before the meeting or any adjournment or adjournments thereof. |
Holders of record of the Class A Common Stock or Class B Common Stock on the books of the Company
as of the close of business on March 2, 2009 will be entitled to vote.
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By Order of the Board of Directors
STEPHEN J. CARLOTTI
Secretary
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East Providence, Rhode Island
March 18, 2009
If you are the holder of record of both Class A and Class B Common Stock of the Company, you will
receive a proxy card for each class of stock. Kindly fill in, date and sign the enclosed proxy
card(s) and promptly return the same in the enclosed addressed envelope, which requires no postage
if mailed in the United States.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON APRIL 28, 2009.
The Companys Proxy Statement, sample proxy card and Annual Report on Form 10-K are available at:
http://materials.proxyvote.com/140430
Capital Properties, Inc.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
April 28, 2009
SOLICITATION AND REVOCATION OF PROXIES
The accompanying proxy is solicited by the Board of Directors of Capital Properties, Inc. (the
Company), in connection with the annual meeting of shareholders to be held April 28, 2009. The
Company will bear the cost of such solicitation. It is expected that the solicitation of proxies
will be primarily by mail. Proxies may also be solicited personally by regular employees of the
Company at nominal cost. The Company may reimburse brokerage houses and other custodians, nominees
and fiduciaries holding stock for others in their names, or in those of their nominees, for their
reasonable out-of-pocket expenses in sending proxy materials to their principals or beneficial
owners and obtaining their proxies. Any shareholder giving a proxy has the power to revoke it at
any time prior to its exercise, but the revocation of a proxy will not be effective until notice
thereof has been given to the Secretary of the Company. Notice of revocation may be delivered in
writing to the Secretary prior to the meeting or may be transmitted orally to the Secretary at the
meeting. Every properly signed proxy will be voted in accordance with the specifications made
thereon.
This proxy statement and the accompanying proxy are expected to be first sent to shareholders on or
about March 20, 2009.
VOTING AT MEETING
Only shareholders of record at the close of business on March 2, 2009, will be entitled to vote at
the meeting. Under the Companys Restated Articles of Incorporation, the holders of the Companys
Class A Common Stock, voting separately as a class, are entitled to one vote for each share held in
the election of one-third (1/3) of the Board of Directors of the Company proposed to be elected at
the meeting (or if the membership of the Board of Directors is not evenly divisible by three (3),
the number of members equal to the whole numbers resulting from dividing the total authorized
number of Directors by three (3) and rounding the result up to the nearest whole number). The
holders of the Companys Class B Common Stock, voting separately as a class, are entitled to one
vote for each share held in the election of the balance of the Board of Directors proposed to be
elected at the meeting. The holders of the Companys Class A Common Stock and the holders of the
Companys Class B Common Stock are entitled to one vote per share, voting as separate classes and
not together, upon all other matters presented to the shareholders for their approval, except in
connection with certain major corporate actions, including a sale of the Company, merger or other
consolidation.
Class A directors will be elected in each case by vote of the holders of a majority of the Class A
Common Stock present or represented at the meeting, and the Class B directors will be similarly
elected by vote of the holders of a majority of the Class B Common Stock present or represented at
the meeting.
On the record date, there were 3,301,103 shares of Class A Common Stock outstanding and 3,298,809
shares of Class B Common stock. There were no other outstanding securities of the Company entitled
to vote.
Shares represented by proxies which are marked withhold authority with respect to the election of
any particular nominee for director, or to deny discretionary authority on any other matters will
be counted as shares present and entitled to vote, and accordingly any such marking of a proxy will
have the same effect as a vote against the proposal to which it relates. Brokers who hold shares
in street name may lack authority to vote such shares on certain items, absent specific
instructions from their customers. Shares subject to such broker non-votes will not be treated
as shares entitled to vote on the matters to which they relate and therefore will be treated as not
present at the meeting for those purposes, but otherwise will have no effect on the outcome of the
voting on such matters. It is not presently anticipated that any matter which might be the subject
of a broker non-vote will come before the annual meeting.
ELECTION OF DIRECTORS
At the annual meeting, two Class A directors and three Class B directors are to be elected to hold
office until the next annual meeting and until their respective successors are elected and
qualified. The proxies named in the accompanying proxy, who have been designated by the Board of
Directors, intend to vote, unless otherwise instructed, for the election to the Board of Directors
of the persons named below, all of whom are now directors of the Company. Certain information
concerning such nominees is set forth below:
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Director |
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Principal Occupation |
Name and Age |
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Since |
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During Past Five Years |
Class A Directors |
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Robert H. Eder (76)
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1995 |
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President of the Company since January 1, 2008;
Chairman of the Company,
1995 to present;
Chairman, Providence and Worcester Railroad Company, 1988 to present |
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Todd D. Turcotte (37)
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2008 |
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Vice President of the Company and President of Capital Terminal Company
since
January 1, 2008 |
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Class B Directors |
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Alfred J. Corso (72)
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2005 |
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Consultant, 2001 to present |
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Roy J. Nirschel (56)
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2005 |
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President, Roger Williams University, 2001 to present |
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Harris N. Rosen (76)
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2001 |
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Consultant and Mediator, 2001 to present;
Interim Executive Vice
President, Jewish
Federation of Rhode Island, January to
October 2006 |
2
Mr. Eder is also a director of Providence and Worcester Railroad Company.
The Board of Directors has determined that all of the directors of the Company and the nominees
standing for election at the 2009 annual shareholders meeting, other than Robert H. Eder and Todd
D. Turcotte, are independent of the Company in that such directors and nominees have no material
relationship with the Company either directly, or as a partner, shareholder or affiliate of an
organization that has a relationship with the Company. The Board has made this determination based
on the following:
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Other than Messrs. Eder and Turcotte, no nominee for director is an officer or employee
of the Company or its subsidiaries or affiliates; |
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No director or nominee has an immediate family member who is an officer of the Company
or its subsidiaries or has any current or past material relationship with the Company; |
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No director nominee for director, other than Messrs. Eder and Turcotte, has worked for,
consulted with, been retained by, or received anything of substantial value from the
Company aside from his compensation as a director; |
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No director or nominee for director is, or was within the past three years, employed by
the independent registered public accountants for the Company; |
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No executive officer of the Company serves on the Compensation Committee or, other than
Mr. Eder, on the Board of Directors of any corporation that employs a nominee for director
or a member of the immediate family of any nominee for director; |
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No director or nominee for director is an executive officer of any entity which the
Companys annual sales to or purchases from exceeded one percent of either entitys annual
revenues for the last fiscal year; and |
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No director or nominee for director serves as a director, trustee, executive officer or
similar position of a charitable or non-profit organization to which the Company or its
subsidiaries made charitable contributions or payments in fiscal year 2008 in excess of
five percent of the organizations consolidated gross revenues, or $200,000, whichever is
more, at any time during the past three years. |
Communications with the Board of Directors
The Board of Directors has established a process for shareholders to communicate with members of
the board. If you have any concern, question or complaint regarding our compliance with any policy
or law, or would otherwise like to contact the Board of Directors, you may reach the Companys
Board of Directors by writing directly to those individuals c/o Capital Properties, Inc., 100
Dexter Road, East Providence, Rhode Island 02914.
All inquiries received shall not be screened by the Company and will be forwarded directly to the
director to which such inquiry is addressed, unless it is believed that a particular inquiry may
pose a security risk. The Board of Directors sits as a committee of the whole to address any
inquiries made by shareholders.
3
Committees of the Board of Directors
The Board of Directors has an Audit Committee and a Compensation Committee, both currently
comprised of Messrs. Corso, Nirschel and Rosen, each of whom is independent as defined under
applicable rules of the Securities and Exchange Commission (SEC) and American Stock Exchange
(AMEX) listing requirements.1 Each of the Audit and Compensation Committees has a
written charter approved by the Board of Directors.
The Audit Committee is responsible for overseeing the establishment and maintenance of an effective
financial control environment for the Company, for overseeing procedures for evaluating the system
of internal accounting control and for evaluating audit performance. The Board of Directors has
determined that all three members of the Audit Committee satisfy the financial literacy
requirements of the AMEX listing standards and are independent as defined under the AMEX listing
requirements and applicable rules of the SEC. Additionally, the Board of Directors has determined
that Mr. Corso qualifies as an audit committee financial expert as defined by the SEC rules.
The Compensation Committee assists the Board of Directors in discharging the Boards
responsibilities relating to director and executive compensation. The Compensation Committees
responsibilities include establishing and reviewing the Companys executive and director
compensation philosophy, strategies, plans and policies, and evaluating the performance and
determining the compensation of the Chairman and Chief Executive Officer (CEO) of the Company and
advising and assisting the CEO in formulating and implementing programs to facilitate the selection
and development of other key managers. The Compensation Committee also reviews and approves the
compensation of other executive officers of the Company.
The Company does not maintain a nominating committee or a committee performing a similar function
due to the fact that Mr. Eder owns a controlling interest in the Company. The Board of Directors
sits as a committee of the whole to consider any recommendations made by shareholders and/or other
directors of persons to be directors of the Company. In determining whether to nominate any such
person for election by the shareholders, the Board of Directors considers the experience of such
person as it relates to the business of the Company, together with such persons age, reputation
and ability to carry out the requirements to serve as a director of the Company.
During the fiscal year ended December 31, 2008, the Board of Directors held nine meetings, the
Audit Committee held six meetings, the Compensation Committee held one meeting and a Special
Committee held three meetings to consider aspects of the proposed reverse stock split and creation
of Class B Common Stock as approved by the shareholders at the special meeting of shareholders held
on November 21, 2008. All directors attended every meeting of the Board of Directors and meetings
of committees on which such director serves. The Board of Directors has adopted a policy that
requires members of the Board of Directors to make every effort to attend each annual shareholders
meeting. All then current members of the Board of Directors attended the 2008 annual shareholders
meeting.
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On December 11, 2008, the Company delisted from the
AMEX and listed its shares of Class A Common Stock for trading on the OTCQX.
For purposes of determining the independence of directors and members of the
Audit Committee, however, the Board of Directors determined to use the
applicable independence standards as set forth in the AMEX Company Guide. |
4
Compensation of Directors
The Board of Directors, upon recommendation of the Compensation Committee, is responsible for
determining compensation of the directors. Directors, other than directors who are employed by the
Company, received a fee for attendance at each meeting of the Board of Directors, together with
related transportation and living expenses. During the 2008 fiscal year, outside directors
received an annual retainer fee of $12,000 payable in quarterly installments and fees per meeting
as follows: Board, $1,000; Audit Committee, $750; Compensation Committee, $500, and Special
Committee, $1,000. The maximum fees payable for attendance at Board and committee meetings
occurring on the same day is $1,500. These rates were established in 2005 based on the
recommendations of Effective Pay Practices, a compensation consultant retained by the Compensation
Committee. In connection with a review of the Companys compensation policies conducted by
Effective Pay Practices in December 2007, the Companys annual retainer fee paid to outside
directors was increased from $10,000 to $12,000 effective January 1, 2008.
The following Director Compensation table provides information regarding the compensation paid or
accrued by each director during the 2008 fiscal year.
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Fees Earned |
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Option |
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All Other |
Name |
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Total |
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or Paid in Cash |
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Awards |
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Compensation |
Ronald P. Chrzanowski |
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$ |
6,000 |
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$ |
6,000 |
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N/A |
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$ |
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Alfred J. Corso |
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27,250 |
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27,250 |
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N/A |
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Robert H. Eder |
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N/A |
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Roy J. Nirschel |
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27,250 |
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27,250 |
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N/A |
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Harris N. Rosen |
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27,250 |
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27,250 |
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N/A |
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Todd D. Turcotte |
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N/A |
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Corporate Governance
The Board of Directors is committed to ethical business practices and believes that strong
corporate governance is important to ensure that the Company is managed for the long-term benefit
of its shareholders. The Company regularly monitors developments in the area of corporate
governance and has implemented a number of best practices, including the following:
Code of Ethics. The Company has adopted a Code of Ethics applicable to all directors,
officers and employees, which meets the requirements of a code of ethics as defined in Item 406
of Regulation S-K.
Procedures for the Receipt, Retention and Handling of Complaints. The Company maintains
procedures for the confidential, anonymous submission by employees of any complaints or concerns
about the Company, including complaints regarding accounting, internal accounting controls or
auditing matters.
5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The table set forth below reflects the only persons (including any group as that term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934) who, to the best of the Companys
knowledge were, on March 2, 2009, the beneficial owners of more than five percent of the Companys
outstanding Class A Common Stock, $.01 par value, or Class B Common Stock, $.01 par value. Each
share of the Companys outstanding Class B Common Stock is convertible at any time, at the option
of the holder, into one share of Class A Common Stock of the Company.
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Class A |
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Class B |
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Number of |
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Percent |
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Number of |
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Percent |
Name and Address |
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shares held |
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of Class |
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shares held |
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of Class |
Robert H. Eder and Linda Eder |
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130 Sunrise Avenue |
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Palm Beach, Florida 33480 |
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1,726,710 |
1 |
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52.3 |
% |
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1,726,710 |
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52.3 |
% |
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Lance S. Gad |
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1250 Fence Row Drive |
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Fairfield, Connecticut 06430 |
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191,048 |
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5.8 |
% |
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191,048 |
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5.8 |
% |
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TowerView LLC |
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500 Park Avenue |
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New York, New York 10022 |
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262,500 |
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8.0 |
% |
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262,500 |
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8.0 |
% |
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Morris Propp |
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366 Eagle Drive |
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Jupiter, Florida 33477 |
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166,320 |
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5.0 |
% |
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166,320 |
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5.0 |
% |
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Robert H. Eder and Linda Eder are husband and wife, and
each holds 863,355 shares of Class A Common Stock directly and 863,355 shares
of Class B Common Stock directly. |
6
The following table reflects as of March 2, 2009, the beneficial ownership of shares of Class A
Common Stock and Class B Common Stock of the Company by directors and officers of the Company, all
shares being owned directly except as otherwise noted:
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Class A |
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Class B |
Name of Individual or |
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Number of |
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Percent |
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Number of |
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Percent |
Identification of Group |
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shares held |
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of Class |
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shares held |
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of Class |
Barbara J. Dreyer |
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6,600 |
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* |
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6,600 |
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* |
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Robert H. Eder |
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1,726,710 |
(a) |
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52.3 |
% |
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1,726,710 |
(a) |
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52.3 |
% |
Alfred J. Corso |
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1,013 |
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* |
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1,013 |
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* |
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Roy J. Nirschel |
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101 |
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* |
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101 |
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* |
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Harris N. Rosen |
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5,060 |
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* |
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5,060 |
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* |
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Todd D. Turcotte |
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100 |
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* |
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100 |
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* |
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All directors and officers
as a group |
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1,739,584 |
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52.7 |
% |
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1,739,584 |
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52.7 |
% |
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* |
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Less than 1% |
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(a) |
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Includes 863,355 shares held by Mr. Eders spouse. |
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires executive officers and directors and
persons who beneficially own more than ten percent of the Companys common stock to file initial
reports of ownership and reports of changes in ownership with the SEC and any national securities
exchange on which the Companys securities are registered. Based solely on a review of the copies
of forms furnished to the Company and written representations from the executive officers and
directors of the Company, the Company believes that, during 2008, its executive officers, directors
and greater than ten percent beneficial owners complied with all applicable Section 16(a)
requirements.
TRANSACTIONS WITH MANAGEMENT
Potential conflicts of interest and related party transactions are referred by the Board of
Directors to the Audit Committee for review and approval. In reviewing and evaluating potential
conflicts of interest and related party transactions, the Audit Committee uses applicable SEC rules
as a guide.
7
EXECUTIVE COMPENSATION
The following table summarizes the compensation paid or accrued by the Company during the
twelve-month period ended December 31, 2008, to each of its Chairman & CEO, President and Treasurer
and one other most highly compensated executive officers other than the President and Treasurer who
earned more than $100,000 in total compensation in 2008 and were employed by the Company on
December 31, 2008.
Annual Compensation
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Name and Principal |
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All Other |
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Total |
Position |
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Year |
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Salary |
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Bonus |
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Compensation1 |
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Compensation |
Robert H. Eder, Chairman |
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2008 |
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$ |
247,300 |
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$ |
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$ |
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$ |
247,300 |
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Capital Properties, Inc. |
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2007 |
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233,076 |
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233,076 |
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Barbara J. Dreyer, Treasurer |
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2008 |
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169,700 |
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12,728 |
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182,428 |
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Capital Properties, Inc. |
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2007 |
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157,759 |
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11,832 |
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169,591 |
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Todd D. Turcotte, Vice
President, Capital Properties,
Inc. and President, Capital
Terminal Company |
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2008 |
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146,346 |
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10,976 |
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157,322 |
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Contributions by the Company under the Companys SEP are fully vested when made. Each employee
directs the investment of amounts in his or her SEP account. The Company does not have any
employment agreements and has no severance or change of control arrangements with any of its
executive officers.
AUDIT COMMITTEE REPORT
Management is responsible for the Companys internal controls and financial reporting process. The
independent registered public accountants are responsible for performing an audit of the Companys
consolidated financial statements in accordance with the standards of the Public Company Accounting
Oversight Board (United States) and to issue a report thereon. The Audit Committees
responsibility is to monitor and oversee these processes.
The Audit Committee has sole authority to select, evaluate and when appropriate, to replace the
Companys independent registered public accountants. Additionally, and as appropriate, the Audit
Committee reviews and evaluates, and discusses and consults with the Companys management and
independent registered public accountants regarding the scope of the audit plan, the results of the
audit, the Companys financial statement disclosure documents, the adequacy and effectiveness of
the Companys accounting and financial controls and changes in accounting principles.
In connection with these responsibilities, the Audit Committee reviewed and discussed the audited
consolidated financial statements with management and the Companys independent
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Amounts paid directly to the retirement accounts of
employees under the Companys SEP. |
8
registered public accountants, Lefkowitz, Garfinkel, Champi & DeRienzo P.C. The Audit Committee
also discussed with such firm the matters required by Statement on Auditing Standards No. 114. The
Audit Committee received from Lefkowitz, Garfinkel, Champi & DeRienzo P.C. written disclosures and
the letter regarding its independence as required by Independence Standards Board Standard No. 1.
The Audit Committee discussed this information with Lefkowitz, Garfinkel, Champi & DeRienzo P.C.
and also considered the compatibility of non-audit services provided by such firm with its
independence. Based on the review of the audited consolidated financial statements and these
various discussions, the Audit Committee recommended to the Board of Directors that the audited
consolidated financial statements be included in the Companys Annual Report on Form 10-K, to be
filed with the SEC.
Audit Committee: Alfred J. Corso (Chair), Roy J. Nirschel and Harris N. Rosen.
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
The Audit Committee of the Board of Directors has sole authority to engage, manage and discharge
the Companys independent registered public accountants. The Committee engaged Lefkowitz,
Garfinkel, Champi & DeRienzo P.C. as independent registered public accountants of the accounts of
the Company for the year 2009. The Company has recently been advised by Lefkowitz, Garfinkel,
Champi & DeRienzo P.C. that they have no direct financial interest or any material indirect
financial interest in the Company, nor have they had any connection during the past three years
with the Company in the capacity of promoter, underwriter, voting trustee, director, officer or
employee.
It is expected that a representative of Lefkowitz, Garfinkel, Champi & DeRienzo P.C. will be
present at the annual meeting and will be provided the opportunity to make a statement if he so
desires and that such representative will be available to respond to appropriate questions.
Audit and Non-Audit Fees:
The aggregate fees for professional services rendered for the Company by Lefkowitz, Garfinkel,
Champi & DeRienzo P.C. for fiscal years ended December 31, 2008 and 2007 are set forth below.
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2008 |
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2007 |
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Audit fees |
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$ |
77,000 |
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93,000 |
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Audit-related fees |
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5,000 |
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14,000 |
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Tax fees |
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14,000 |
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23,000 |
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All other fees |
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Total |
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$ |
96,000 |
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$ |
130,000 |
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Audit Fees for fiscal years ended December 31, 2008 and 2007 were for professional services
rendered for the audits of the Companys annual financial statements and the reviews of interim
financial statements included in the Companys Quarterly Reports on Form 10-Q, consents and other
assistance required to complete the year end audit of the Companys financial statements.
9
Audit-Related Fees for the fiscal years ended December 31, 2008 and 2007, audit-related fees were
for services relating to consultation regarding the Companys compliance with Section 404(a) of the
Sarbanes-Oxley Act of 2002.
Tax Fees for the fiscal years ended December 31, 2008 and 2007 were for services related to tax
return preparation, tax planning and assistance with an Internal Revenue Service audit.
All Other Fees for the fiscal years ended December 31, 2008 and 2007: there were no other fees.
The Audit Committee pre-approves all audit and non-audit services provided by the independent
auditors prior to the engagement of the independent auditors with respect to such services.
The Audit Committee has determined that the provision of such services is compatible with
maintaining Lefkowitz, Garfinkel, Champi & DeRienzo P.C.s independence.
FINANCIAL STATEMENTS
A copy of the Companys annual report to the SEC on Form 10-K for the year ended December 31, 2008
is enclosed. Such report is not part of this proxy statement.
PROPOSALS FOR 2010 ANNUAL MEETING
The 2010 annual meeting of the shareholders of the Company is scheduled to be held April 27, 2010.
If a shareholder intending to present a proposal at that meeting wishes to have a proper proposal
included in the Companys proxy statement and form of proxy relating to the meeting, the
shareholder must submit the proposal to the Company not later than November 27, 2009.
OTHER MATTERS
No business other than that set forth in the attached Notice of Meeting is expected to come before
the annual meeting, but should any other matters requiring a vote of shareholders arise, including
a question of adjourning the meeting, the persons named in the accompany-ing proxy will vote
thereon according to their best judgment in the interests of the Company. In the event any of the
nominees for the office of director should withdraw or otherwise become unavailable for reasons not
presently known, the persons named as proxies will vote for other persons in their place in what
they consider the best interests of the Company.
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By Order of the Board of Directors
STEPHEN J. CARLOTTI
Secretary
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Dated: March 18, 2009
10
ANNUAL MEETING OF SHAREHOLDERS OF
CAPITAL PROPERTIES, INC.
April 28, 2009
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The Notice of Meeting, proxy statement and proxy card
are available at http://materials.proxyvote.com/140430
Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.
â Please detach along perforated line and mail in the envelope
provided. â
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2 0 2 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 5 |
0 4 2 8 0 9 |
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
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Election of Directors:
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In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
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NOMINEES: |
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FOR ALL NOMINEES |
¡ |
Robert H. Eder |
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¡ |
Todd D. Turcotte |
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THE PROXY REPRESENTED BY THIS PROXY CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR EACH OF THE NOMINEES LISTED.
IF BOTH THE PROXIES SHALL BE PRESENT IN PERSON OR BY SUBSTITUTE, EITHER OF THE PROXIES SO PRESENT AND VOTING SHALL HAVE AND MAY EXERCISE ALL
THE POWERS HEREBY GRANTED. |
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WITHHOLD AUTHORITY |
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FOR ALL NOMINEES |
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FOR ALL EXCEPT |
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(See instructions below)
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INSTRUCTION:
To withhold authority to vote for any individual nominee(s), mark
FOR ALL EXCEPT and fill in the circle next to each nominee you wish to withhold, as shown here:
=
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Please check here if you plan to attend the
meeting. o |
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that
changes to the registered name(s) on the account may not be submitted via this method.
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Signature of Shareholder
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Date:
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Signature of Shareholder
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Date:
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Note:
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Please sign exactly as your name or names appear on this Proxy.
When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full
title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If
signer is a partnership, please sign in partnership name by authorized person.
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CAPITAL PROPERTIES, INC.
CLASS A COMMON STOCK PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
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The undersigned, a shareholder of Capital Properties, Inc., a Rhode Island corporation, hereby appoints ROBERT H. EDER and STEPHEN J. CARLOTTI,
or either of them, the proxies of the undersigned, each with the power to appoint his substitute, and hereby authorizes them to represent and
to vote for the undersigned all the Capital Properties, Inc. Class A Common Shares held of record on March 2, 2009 by the undersigned at the
Annual Meeting of Shareholders to be held on April 28, 2009 or any adjournment thereof as follows on the reverse side of this proxy card:
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(Continued and to be signed on the reverse side)
ANNUAL MEETING OF SHAREHOLDERS OF
CAPITAL PROPERTIES, INC.
April 28, 2009
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The Notice of Meeting, proxy statement and proxy card
are available at http://materials.proxyvote.com/140430
Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.
â Please detach along perforated line and mail in the envelope
provided. â
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2 0 3 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 4 |
0 4 2 8 0 9 |
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
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1. |
Election of Directors:
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2. |
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In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
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NOMINEES: |
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FOR ALL NOMINEES |
¡ |
Alfred J. Corso |
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¡ ¡ |
Roy J. Nirschel Harris N. Rosen |
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THE PROXY REPRESENTED BY THIS PROXY CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR EACH OF THE NOMINEES LISTED.
IF BOTH THE PROXIES SHALL BE PRESENT IN PERSON OR BY SUBSTITUTE, EITHER OF THE PROXIES SO PRESENT AND VOTING SHALL HAVE AND MAY EXERCISE ALL
THE POWERS HEREBY GRANTED. |
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WITHHOLD AUTHORITY |
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FOR ALL NOMINEES |
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FOR ALL EXCEPT |
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(See instructions below)
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INSTRUCTION:
To withhold authority to vote for any individual nominee(s), mark
FOR ALL EXCEPT and fill in the circle next to each nominee you wish to withhold, as shown here:
=
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Please check here if you plan to attend the
meeting. o |
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that
changes to the registered name(s) on the account may not be submitted via this method.
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o |
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Signature of Shareholder
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Date:
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Signature of Shareholder
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Date:
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Note:
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Please sign exactly as your name or names appear on this Proxy.
When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full
title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If
signer is a partnership, please sign in partnership name by authorized person.
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CAPITAL PROPERTIES, INC.
CLASS B COMMON STOCK PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
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The undersigned, a shareholder of Capital Properties, Inc., a Rhode Island corporation, hereby appoints ROBERT H. EDER and STEPHEN J. CARLOTTI,
or either of them, the proxies of the undersigned, each with the power to appoint his substitute, and hereby authorizes them to represent and
to vote for the undersigned all the Capital Properties, Inc. Class B Common Shares held of record on March 2, 2009 by the undersigned at the
Annual Meeting of Shareholders to be held on April 28, 2009 or any adjournment thereof as follows on the reverse side of this proxy card:
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(Continued and to be signed on the reverse side)