UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 14A
Proxy Statement
Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No.____)
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 Pursuant to §240.14a-12
First Hartford Corporation
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(Name of Registrant
as Specified In Its Charter)
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(Name of Person(s)
Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which
transaction applies:
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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.
[_] 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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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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FIRST HARTFORD CORPORATION
P.O. Box
1270
149 Colonial Road
Manchester
, CT 06045-1270
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON WEDNESDAY, NOVEMBER 30, 2011
We will hold the 2011 annual meeting of shareholders
(the “Annual Meeting”) of First Hartford Corporation, a Maine corporation (the
“Company”), at the Hartford Club – 46 Prospect Street, Hartford, CT on Wednesday,
November 30, 2011 at 10:00 a.m. local time.
At the Annual Meeting, shareholders will be asked to
consider and vote upon the following matters:
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The election of three directors
nominated to serve on the Company’s Board of Directors.
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The conduct of other business if
properly raised before the Annual Meeting or any adjournments thereof.
The Board of Directors of the Company
believes that the election of the director nominees being submitted to the
shareholders is in the best interests of the Company and its shareholders and
urges you to vote “FOR ALL” of the director nominees.
The Board of Directors has fixed the close
of business on November 4, 2011 as the record date for the Annual Meeting.
Only shareholders of record at the close of business on the record date are
entitled to notice of, and to vote at, the Annual Meeting or any adjournments
thereof.
All shareholders are invited to attend the
Annual Meeting. Whether or not you contemplate attending the Annual Meeting,
we suggest that you promptly mark, sign and return the enclosed proxy in the
accompanying envelope. In the event that you attend the Annual Meeting, you
may vote in person, even if you have returned a proxy. You may also revoke the
proxy that you have submitted at any time before it is exercised by delivering
a properly executed, later-dated proxy or a written revocation of your proxy to
the Secretary of the Company at any time before the proxies are voted at the
Annual Meeting.
Your vote is important. To vote your
shares, please sign, date and complete the enclosed proxy and promptly mail it
to the Company in the enclosed return envelope.
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October 31,
2011
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By
Order of the Board of Directors,
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Neil
H. Ellis
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Chairman and President
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PROXY STATEMENT
TO
THE EXTENT THAT INFORMATION INCLUDED IN THIS PROXY STATEMENT CONFLICTS WITH
INFORMATION INCLUDED IN PART III OF THE COMPANY’S FORM 10-K FOR THE FISCAL YEAR
ENDED APRIL 30, 2011, THE DISCLOSURES MADE IN THIS PROXY STATEMENT SUPERSEDE
THE DISCLOSURES MADE IN PART III OF THE COMPANY’S FORM 10-K FOR SUCH YEAR.
This proxy statement is furnished to you
in connection with the solicitation of proxies by the Board of Directors of
First Hartford Corporation for use at the 2011 annual meeting of shareholders
of First Hartford Corporation (the “Annual Meeting”) or any adjournments
thereof. This proxy statement, and the accompanying Notice of Annual Meeting and
proxy card, are first being mailed to shareholders of record on or about November
11, 2011. References in this proxy statement to the “Company,” “First Hartford,”
“we,” “us,” and “our” refer to First Hartford Corporation.
First Hartford is a Maine corporation
founded in 1909. First Hartford engages in the purchase, development,
ownership, management and sale of real estate.
QUESTIONS AND ANSWERS
Questions and answers about these proxy materials and
the Annual Meeting are as follows:
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Question:
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Where and when will the Annual Meeting
be held?
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Answer:
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We
will hold the Annual Meeting on November 30, 2011, at 10:00 a.m., local time,
at the Hartford Club – 46 Prospect Street, Hartford, CT for the purposes set
forth in the accompanying Notice of Annual Meeting of Shareholders.
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Question:
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On what proposals am I being asked to
vote?
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Answer:
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1.
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The election of three directors, Neil H. Ellis,
Stuart I. Greenwald and David B. Harding, nominated to serve on the Company's
Board of Directors; and
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2.
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The conduct of other business if properly raised
before the Annual Meeting or any adjournments thereof.
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Question:
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How
will my proxy be voted?
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Answer:
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Shares
of our common stock represented by properly executed proxies received in time
for the Annual Meeting, unless previously revoked, will be voted at the Annual
Meeting as specified by the shareholders on the proxies. If a proxy is
returned without voting instructions on a particular matter, the shares
represented will be voted “FOR ALL” of the director nominees.
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Question:
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Once
I send in my proxy, how do I revoke it and change my vote?
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Answer:
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If you
give a proxy, you have the power to revoke it at any time before it is voted.
You can do so in one of three ways:
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You should send any written notice or new
proxy card to Stuart I. Greenwald, Secretary, First Hartford Corporation, P.O. Box 1270, 149 Colonial Road, Manchester, Connecticut 06045-1270. You may request a new
proxy card by calling Mr. Greenwald at (860) 646-6555.
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Question:
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Which
shareholders will be entitled to receive notice of and vote at the Annual
Meeting?
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Answer:
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Only
shareholders of record at the close of business on November 4, 2011 will be
entitled to receive notice of and vote at the Annual Meeting. As of the record
date, 2,436,355 shares of common stock of the Company were issued and
outstanding. Each share of Company common stock is entitled to one vote on
each matter on which holders of Company common stock are entitled to vote.
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Question:
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What
constitutes a quorum for purposes of conducting business at the Annual Meeting?
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Answer:
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A
majority of the outstanding shares of Company common stock entitled to vote
must be represented in person or by proxy at the Annual Meeting in order for a
quorum to be present. An abstention and a broker non-vote both count toward the
establishment of a quorum.
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A
broker “non-vote” occurs when a nominee holding shares for a beneficial owner
does not vote on a particular matter because the nominee does not have
discretionary voting power for that particular matter and has not received
instructions from the beneficial owner.
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Question:
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What
vote is required to approve the matters to be acted upon at the Annual Meeting?
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Answer:
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A
director will be elected by the affirmative vote of a plurality of the votes
cast by the shares entitled to vote in the election at the Annual Meeting
whether in person or by proxy .
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Question:
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What
will be the effect of abstentions and broker non-votes have on the vote on the
matters to be acted upon at the Annual Meeting?
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Answer:
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Abstentions
and broker non-votes will have no effect on the election of directors.
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Question:
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Who
will solicit proxies for the Annual Meeting and who will bear the cost of such
solicitation?
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Answer:
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The
Board of Directors may solicit proxies, the form of which is enclosed, for the
Annual Meeting. The cost of any solicitation will be borne by the Company.
Our officers, directors or regular employees may communicate with shareholders
personally or by mail, telephone, telegram or otherwise for the purpose of
soliciting proxies but will receive no additional compensation for such
solicitations. We and our authorized agents will request brokers or other
custodians, nominees and fiduciaries to forward proxy soliciting material to
the beneficial owners of shares held of record by these persons and will
reimburse their reasonable out-of-pocket expenses in forwarding the material.
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Question:
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Will
a copy of this year’s Annual Report be sent to me?
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Answer:
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Copies
of our Annual Report on Form 10-K for the fiscal year ended April 30, 2011 are
being delivered to shareholders together with this proxy statement.
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Question:
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Does
the Company expect representation of its independent registered public accounting
firm to be present and available to answer questions at the Annual Meeting?
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Answer:
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Representatives
of our auditors, J.H. COHN LLP are not expected to be present at our Annual
Meeting and thus will not have an opportunity to make a statement there. The
Company believes that J.H. Cohn LLP’s presence is not required as they are expected
to be available to respond to appropriate questions submitted in writing to Mr.
Greenwald prior to or at the Annual Meeting.
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ITEM 1 - ELECTION OF
DIRECTORS
It is the intention of the persons named
in the enclosed form of proxy, unless such proxy specifies otherwise, to vote
the shares represented by such proxy “FOR ALL” of the director nominees listed
below to hold office until the next annual meeting of shareholders or until
their respective successors have been duly elected and qualified.
The number of nominees was determined by
the Board of Directors pursuant to the Company’s Bylaws. The Company has no
reason to believe that any of the nominee will become unavailable to serve as
directors for any reason before this year’s Annual Meeting. If, for any
reason, any nominees for director is unable or unavailable to serve or for good
cause will not serve, the shares represented by the accompanying proxy will be
voted for a substitute nominee designated by the Board or the size of the Board
may be reduced.
Certain information regarding each nominee
is set forth in the table and text below. The number of shares, if any,
beneficially owned by each nominee is listed below under “Security Ownership of
Certain Beneficial Owners and Management.”
DIRECTORS AND EXECUTIVE OFFICERS
The following tables set forth: (i) the
names and ages of the nominees for election to director; (ii) the other
positions and offices presently held by such persons with the Company; (iii)
the period during which such persons have served on the Board of Directors of
the Company; (iv) the expiration of each director’s term as director; and (v)
the principal occupations and employment of the persons. Additional
biographical information for each person follows the tables. Each nominee has
consented to being named in this proxy statement as a nominee for election as
director and has agreed to serve if elected. There are no arrangements or
understandings between any of the nominees and any other person pursuant to
which such nominee was or is to be selected as such.
Nominees for Election at 2011 Annual Meeting
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Name
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Age
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Position
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Expiration of
Term
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Period of
Board
Service
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Period of Service as
Executive Officer
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Neil H. Ellis
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83
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Chairman and President
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2011
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1966 - Present
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1968 - Present
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Stuart I. Greenwald
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69
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Treasurer and Secretary
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2011
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1980 - Present
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1978 - Present
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David B. Harding
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66
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Vice President
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2011
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1998 - Present
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1992 - Present
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Directors
Set
forth below are the names of and certain biographical information regarding the
directors of the Company.
Neil H. Ellis
has been President of First Hartford since 1968 and
Chairman of First Hartford since 1966. Mr. Ellis also serves as President and a
director of Green Manor Corporation, a holding company owned by Mr. Ellis and
his wife, and as a Vice President of Journal Publishing Company, Inc., a
corporation that publishes a newspaper in New England, which is owned by Green
Manor Corporation. Mr. Ellis also serves as a director of the Gerald P. Murphy
Cancer Foundation and a trustee of the Jonathan G. Ellis Leukemia Foundation.
Mr. Ellis has been a member of the Board of Directors since 1966.
Stuart I. Greenwald
has been Treasurer of First Hartford since 1978 and
also holds the position of Secretary. Mr. Greenwald has been a member of the
Board of Directors since 1980. Prior to coming to First Hartford, Mr.
Greenwald practiced as a Certified Public Accountant for a national accounting
firm in New York City.
David B. Harding
is a graduate of Harvard Business School and has been a Vice President
of First Hartford since 1992. Previously, he was the President of Richmond
Realty, a real estate management company. His prior experience includes being
a bank loan officer in the real estate department as well as working for a
national syndicator of operating properties.
Although the Company does not have an Independent
Audit Committee both Mr. Greenwald and Mr. Harding bring to the Board, the
background and experience of people who would otherwise be on the Audit
Committee.
The Board does not have a policy with regard of
diversity in identifying nominees for Directors.
Recommendation and Vote Required
A director will be
elected by the affirmative vote of a plurality of the votes cast by the shares
entitled to vote in the election at the Annual Meeting, whether in person or by
proxy.
THE COMPANY’S BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS A VOTE “FOR ALL” OF THE DIRECTOR NOMINEES.
CORPORATE
GOVERNANCE
Board Composition and Committee Memberships
The Board of Directors is composed of Neil
H. Ellis, Stuart I. Greenwald and David B. Harding. There are no standing
committees of the Board of Directors; the Board of Directors in its entirety
performs such functions as would otherwise be performed by an audit committee,
compensation committee and nominating and corporate governance committee.
Director Independence
The
Board of Directors has determined that none of the director nominees, each of
whom currently serves on the Board, are either “independent” within the meaning
of The NASDAQ Stock Market (“Nasdaq”) independence standards or for purposes of
Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”).
Meetings
of the Board of Directors
Our Board of Directors convened twice during
the fiscal year ended April 30, 2011. All three directors attended.
Additionally, the three directors attended our Annual Meeting of Shareholders.
The Board of Directors does not have a standing audit,
compensation or nominating and corporate governance committee, or committees
performing similar functions. The Board of Directors does not believe a
standing nominating and corporate governance committee is necessary since the
full Board of Directors currently participates in the consideration of director
nominees. The Board of Directors does not have a charter with respect to the
duties it fulfills in its nominating capacity. Messrs. Ellis, Greenwald and
Harding are members of our management and Mr. Ellis has various business
relationships with First Hartford described under “Certain Relationships and
Related Transactions.
Mr. Ellis is both CEO and Chairman of Board of
Directors. It is not feasible at this time given the ownership, economics and
size of the Company that an Independent Chairman be appointed. In the event
that, if and when Mr. Ellis chooses to retire, the issue will be visited.
Selection of Director Candidates
The Board of Directors will give
consideration to director candidates recommended by shareholders in accordance
with the procedures described under “Shareholder Proposals” on page 12. When
considering nominations for membership on the Board, whether submitted by
shareholders or otherwise, the Board of Directors will seek to identify persons
who have the highest capabilities, judgment and ethical standards and who have
an understanding of our business.
Shareholder Communications
with our Board of Directors
The Board of Directors has implemented a
process by which shareholders may communicate with our Board of Directors.
Shareholders may communicate with any of our directors by writing to them c/o
First Hartford Corporation, P.O. Box 1270, 149 Colonial Road, Manchester, Connecticut 06045-1270.
Audit
Committee
The Company does not have an audit
committee or an audit committee charter; accordingly, the entire Board of
Directors performs the functions described in the audit committee report set
forth below. Mr. Ellis, Mr. Greenwald, and Mr. Harding are members of our
management, and Mr. Ellis has various business relationships with First
Hartford described under “Certain Relationships and Related Transactions” on
page 6. Thus, none of the members of the Board of Directors meet the criteria
for independence established by Nasdaq or other self-regulatory organizations.
The Company does not otherwise meet the eligibility requirements for listing on
Nasdaq or other self-regulatory organizations.
The Board has not determined whether any
member of the Board of Directors qualifies as an “audit committee financial
expert”, as such term is defined in Item 407(d)(5)(ii) of Regulation S-K.
Audit Committee Report
The Board of Directors has:
(a)
reviewed and
discussed our audited financial statements;
(b)
discussed with our
independent auditors the matters required to be discussed by SAS 114
(Codification of Statements on Auditing Standards, AU §380); and
(c)
received the
written disclosures and the letter from our auditors required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees)
and discussed the independence of our auditors with our independent auditors.
Based on the review and discussions
described above, the Board of Directors approved the inclusion of our audited consolidated
financial statements in our Annual Report on Form 10-K for the fiscal year
ended April 30, 2011.
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The
Board of Directors
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Neil
H. Ellis (Chairman)
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Stuart
I. Greenwald
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David B. Harding
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Compensation Committee
The Company does not have a
separately designated compensation committee or a compensation committee
charter because it feels that, in a company of its size, it is most appropriate
for the full Board to serve this function. Each member of the Board was a
named executive officer of the Company during the fiscal year ended April 30,
2011. From time to time the Board has engaged a compensation consultant to
advise it with regard to compensation matters. No compensation consultant was
engaged by the Board in connection with compensation matters for the fiscal
year ended April 30, 2011.
Compensation Committee Interlocks and Insider
Participation
Because the Company has no compensation
committee, the entire Board of Directors performs the functions that would
otherwise be performed by a compensation committee. The members of the Board
are Messrs. Ellis, Greenwald and Harding, each of whom was an officer of the
Company during the fiscal year ended April 30, 2011. During
such fiscal year, Mr. Ellis (who served as our Chairman and President), Mr.
Greenwald (who served as our Treasurer and Secretary) and Mr. Harding (who
served as our Vice President) each participated in the Company's deliberations
regarding executive compensation. Mr. Ellis is the President and a
director of Green Manor Corporation and has various business relationships with
First Hartford described under “Certain Relationships and Related Transactions”.
Certain
Relationships and Related Transactions
(a)
Parkade Center Inc. (a wholly
owned subsidiary of First Hartford Corporation) has a .0199% interest in
Hartford Lubbock Parkade LP, a partnership, which owns a shopping center in Lubbock, Texas. Lubbock Parkade Inc., a wholly owned subsidiary of Journal Publishing Inc.
owns .9801% of the Partnership. Journal Publishing Inc. is owned by Neil Ellis,
the president and chairman of First Hartford Corporation, and his wife
Elizabeth. First Hartford Realty Corporation manages the property and receives
a 4% management fee, which is the industry norm for such services.
For
the year ended April 30, 2011, Parkade Center Inc. and First Hartford Realty
Corporation were paid the following:
Management
Fee (at 4%) $61,407
For
the year ended April 30, 2011, Parkade Center Inc. received distributions of $3,190
and Lubbock Parkade Inc. received distributions in that period of $156,900 from
Hartford Lubbock Parkade LP.
Principal Accountant Fees and Services
The Company dismissed CCR LLP on April 29, 2011 and
engaged J.H. Cohn LLP on April 29, 2011. Set forth below is a summary of the
fees paid for the fiscal year ended April 30, 2011 and 2010.
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J.H. Cohn LLP 2011
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CCR LLP 2011
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CCR LLP 2010
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Audit Fees (1)
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$80,000
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$22,500
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$104,100
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Audit Related Fees (2)
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37,500
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-0-
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25,000
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Tax Fees (3)
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-0-
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-0-
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-0-
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All Other Fees (4)
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-0-
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3,000
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(1)
Includes fees for the audit of the Company’s annual financial
statements included in its Annual Report on Form 10-K and the reviews of its
interim condensed financial statements included in its Quarterly Report on For
10-Q.
(2)
Includes fees for audit of financial statements of
certain entities which are included in the Company’s Annual Report on Form
10-K.
(3)
No tax services are rendered.
(4)
Includes fees for research.
Audit Committee Pre-Approval
Procedures
Because the Company
has no separately designated audit committee, the functions of an audit
committee are performed by the entire Board of Directors. The Board has not
adopted a formal policy, but follows a standard practice, concerning the
pre-approval of audit and non-audit services to be provided by the Company’s
independent registered public accounting firm. The practice requires that all
services to be performed by the Company’s independent registered public
accounting firm, including audit services, audit-related services and permitted
non-audit services, be pre-approved by the Board of Directors. The Company’s
independent registered public accounting firm submits an engagement letter to
the Board outlining the services it proposes to perform, and the letter is
signed and agreed to by Messrs. Ellis and Greenwald. At subsequent Board of
Directors meetings, the Board of Directors may receive updates on services
being provided by the independent registered public accounting firm. Since May
6, 2003, the effective date of the SEC rule applicable to services being
provided by the independent accountants, each new engagement of the Company’s
independent registered public accounting firm was approved in advance by the
Board of Directors.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
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Name & Principal Position
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Year
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Salary
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Bonus
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Stock Awards
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Option Awards
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Non-Equity Incentive Plan Compen-sation
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Non-qualified Deferred Compen-sation Earnings
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All Other Compen-sation
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Total
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Neil H. Ellis
Director and President
(CEO)
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2011
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$251,053
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$- 0 -
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$- 0 -
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$- 0 -
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$- 0 -
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$- 0 -
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$- 0 -
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$251,053
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2010
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$251,053
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$- 0 -
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$- 0 -
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$- 0 -
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$- 0 -
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$- 0 -
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$- 0 -
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$251,053
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Stuart I. Greenwald
Director, Treasurer and
Secretary
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2011
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$150,000
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$- 0 -
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$- 0 -
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$- 0 -
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$- 0 -
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$- 0 -
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$4,500
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$154,500
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2010
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$150,000
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$- 0 -
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$- 0 -
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$- 0 -
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$- 0 -
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$- 0 -
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$4,500
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$154,500
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David B. Harding
Director and Vice President
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2011
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$176,053
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$- 0 -
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$- 0 -
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$- 0 -
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$- 0 -
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$- 0 -
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$5,250
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$181,303
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2010
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$176,053
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$- 0 -
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$- 0 -
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$- 0 -
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$- 0 -
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$- 0 -
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$5,250
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$181,303
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STOCK OPTIONS
The Company has a stock option plan which was approved
and ratified by the shareholders of the Company. The Company does not have a
formal schedule for issuing options. In the last 25 years, the Company awarded
an aggregate of 250,000 options in increments of 50,000 options each to five
long term employees; such options were awarded in February 2004. Mr. Harding
and Mr. Greenwald were among in these employees. The options fully vested in
February of 2006 and expire February 11, 2014. These options have never been
repriced.
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
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Option Awards
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Stock Awards
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Name
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Number of Securities Underlying Un-exercised
Options (#) Exercisable
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Number of Securities Underlying
Unexercised Options (#) Unexercisable
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Equity Incentive Plan Awards:
Number of Securities Underlying Unexercised
Unearned Options (#)
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Option Exercise Price
($)
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Option Expiration Date
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Number of Shares or Units That Have Not Vested (#)
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Market Value of Shares or Units That Have Not Vested
($)
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Equity Incentive Plan Awards: Number of Unearned
Shares, Units or Other Rights That Have Not Vested (#)
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Equity Incentive Plan Awards: Market or Payout Value
of Unearned Shares, Units or Other Rights That Have Not Vested ($)
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Stuart I Greenwald
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50,000
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0
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0
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1.10
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2/11/14
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0
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0
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0
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0
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David B. Harding
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50,000
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0
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0
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1.10
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2/11/14
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0
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0
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0
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0
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Other employees
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150,000
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0
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0
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1.10
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2/11/14
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0
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0
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0
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0
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BENEFITS
AND PERQUISITES
Medical
All
employees, including the named executive officers, working over 30 hours a week
are entitled to Company paid for medical insurance of which the employee pays,
family $59 a week, employee and spouse $41 a week and employee $23 a week.
Mr. Ellis has opted out of
the Company plan and is covered by Medicare.
Disability
All
employees, including the named executive officers, are covered up to 60% of
wages up to $6,000 monthly.
Management
Employees, as defined by the Company, and including executive officers, will be
paid for all sick time up to three months unless extended by the Board of
Directors. In the event that it is extended beyond six months, the Company
will pay the difference between full pay and Long Term Disability.
Life Insurance
Each
employee of First Hartford, including the named executive officers, is eligible
to receive life insurance that, in the event of such employee’s death, will
provide proceeds of two times the annual salary of each employee until such
employee reaches the age of 70. At the age of 70, the amount of life insurance
proceeds each employee is entitled to receive upon his or her death is equal to
one times such employee’s annual salary.
Automobiles
To
assist management of the Company in carrying out its responsibilities and to
improve job performance, the Company provides all of its named executive
officers with automobiles. The Company cannot specifically or precisely
ascertain the amount of personal benefit, if any, derived by those officers
from such automobiles. However, after reasonable inquiry, the Company has
concluded that the amount of any such personal benefit is immaterial and does
not in any event exceed $10,000 to any officer. No provision has
therefore been made for any such benefit.
GRANT OF PLAN-BASED AWARDS DURING THE FISCAL YEAR
ENDED
APRIL 30, 2011
None
of the Company’s named executive officers received a grant of plan-based
compensation during the 2011 fiscal year ended April 30, 2011.
OPTION EXERCISES AND STOCK VESTED FOR THE FISCAL YEAR ENDED APRIL 30, 2011
No outstanding stock option awards were exercised by
the Company’s named executive officers during the 2010 fiscal year ended April
30, 2011. None of the Company’s named executive officers has any other
outstanding unvested stock award.
PENSION BENEFITS FOR
THE FISCAL YEAR ENDED APRIL 30, 2011
The Company no longer maintains a defined
benefit pension plan.
NONQUALIFIED
DEFERRED COMPENSATION
FOR THE FISCAL
YEAR ENDED APRIL 30, 2011
The Company does not provide any of the
named executive officers with the right to participate in a plan that provides
for deferred compensation on a basis that is not tax-qualified.
Each employee of First Hartford may participate
in the First Hartford IRA, a tax-qualified defined contribution plan, pursuant
to which First Hartford will match up to 3% of each employee’s annual salary.
Mr. Ellis has never participated in this plan. Mr. Greenwald and Mr. Harding received
Company matching contributions for the fiscal years ended April 30, 2011 and
2010, as reflected in the “All Other Compensation” column of the Summary
Compensation Table above.
POTENTIAL
PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
The Company does not have employment
agreements with any of our named executive officers and does not maintain a
severance policy or arrangement that provides for payments to any named
executive officer in the event of a termination of employment or a change in
control of the Company. As a result, none of our named executive officers
would have been entitled to any payments or other benefits if a termination or
change in control event had occurred on the last business day of the Company’s
fiscal year ended April 30, 2011.
DIRECTOR
COMPENSATION
The Company’s Board of Directors is
comprised of Neil H. Ellis, Stuart I. Greenwald, and David B. Harding, each of
whom also is a named executive officer of the Company. No separate fees are
paid to directors for serving on the Board of Directors, and during the fiscal
year ended April 30, 2011, directors did not receive any compensation for their
service in such capacity. The compensation received by Messrs. Ellis,
Greenwald, and Harding for their service as employees of the Company during the
fiscal year ended April 30, 2011 is shown in the Summary Compensation Table above.
SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table
sets forth information concerning the beneficial ownership of Company common
stock as of October 8, 2010, the record date, by each director nominee, by the
Company’s named executive officers, by all directors and executive officers as
a group, and by any individual or group owning more than 5% of Company common
stock. Except as set forth in the table below, the Company knows of no person
or group that beneficially owns 5% or more of the Company common stock. Unless
otherwise specified, all persons listed below have sole voting and investment
power with respect to their shares of Company common stock.
|
Name and Address of
Beneficial Owner
|
Number of Shares
Beneficially Owned (1)
|
Percent of Stock (2)
|
|
|
|
|
|
Neil H. Ellis (3)
|
1,353,876 (4)
|
48.6%
|
|
|
|
|
|
John Filippelli
85 Pawling Lake
Pawling, NY 12564
|
284,681 (5)
|
10.2%
|
|
|
|
|
|
Joel Lehrer
P.O. Box 825
Keyport, NJ 07735
|
200,000 (6)
|
7.2%
|
|
|
|
|
|
Stuart I. Greenwald (3)
|
50,000
|
1.8%
|
|
|
|
|
|
David B. Harding (3)
|
50,000
|
1.8%
|
|
|
|
|
|
All directors and executive
officers as a group
(3 persons)
|
1,453,876 (7)
|
52.2%
|
____________________
(1) The securities “beneficially
owned” by an individual are determined in accordance with the definition of
“beneficial interest” set forth in SEC regulations and, accordingly, may
include securities owned by or for, among others, the wife and/or minor
children of the individual and any other relative who has the same home as the
individual, as well as other securities as to which the individual has or
shares voting or investment power. Beneficial ownership may be disclaimed as
to some of the shares. A person is also deemed to beneficially own shares of
Company common stock which such person does not own but has a right to acquire
presently or within sixty days after November 5, 2011.
(2) Percent of class calculation based
on 2,436,711 shares outstanding as of November 4, 2011, the record date, plus, solely
in the case of persons who own exercisable options, the shares which may be
obtained upon the exercise of such options.
(3) All correspondence to Messrs.
Ellis, Greenwald and Harding may be sent care of the Company to its principal
executive office at P.O. Box 1270, 149 Colonial Road, Manchester, Connecticut 06045-1270.
(4) Includes: 416,483 shares of
Company common stock owned by Green Manor Corporation, a corporation that is
wholly owned by Mr. and Mrs. Ellis; 17,693 shares of Company common stock owned
beneficially and of record by Mr. Ellis’ wife; and 53,412 shares of Company
common stock held as Trustee of a Trust for Mr. Ellis’ daughters with respect
to which Mr. Ellis disclaims beneficial ownership. Excludes 14,250 shares of
Company common stock held as Trustee for the Jonathan G. Ellis Leukemia
Foundation (a charitable foundation).
(5) Based on a Schedule 13G/A jointly filed
by John Filippelli and Barbara K. Filippelli with the SEC on February 9, 2010.
Includes 186,668 shares and 34,350 shares owned by Barbara K. Filippelli of
Company common stock over which Mr. Filippelli and Ms. Filippelli share
dispositive power.
(6) Based on a Schedule 13G filed by Joel
Lehrer with the SEC on February 11, 2010.
(7) Includes options to purchase
50,000 shares of Company common stock held by each of Messrs. Greenwald and
Harding, all of which are currently exercisable.
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires First Hartford’s directors
and executive officers, and persons who own more than 10% of a registered class
of First Hartford’s equity securities, to file with the SEC initial reports of
beneficial ownership on Form 3 and reports of changes in beneficial ownership
of First Hartford’s equity securities on Forms 4 or 5. The rules promulgated
by the Commission under Section 16(a) of the Exchange Act require those persons
to furnish First Hartford with copies of all reports filed with the Commission
pursuant to Section 16(a) of the Exchange Act. Based solely upon written
representations of First Hartford’s directors and executive officers that no
forms were required to be filed and an examination of any forms that were filed,
First Hartford believes that during the fiscal year ended April 30, 2011, all
directors, executive officers and 10% of shareholders of First Hartford have
filed with the Commission on a timely basis all reports to be filed under
Section 16(a) of the Exchange Act.
CERTAIN
LEGAL PROCEEDINGS
In connection with a court order, on November 29,
2010, the Company purchased 591,254 shares of common stock beneficially owned
by Richard E. Kaplan. Under the terms set by the court the Company made a cash
payment of $500,000 and issued a secured note for $2,879,407. The note is
payable in quarterly installments of $118,970 plus interest through November 1,
2015. The accrual for this matter was recorded prior to May 1, 2009. In
addition, the Company was also required to pay “pre-judgment interest” from
September 13, 2005 through November 29, 2010 of approximately $790,000 which is
due November 1, 2015. Such interest had been accrued as the litigation
proceeded. Although the Company has pledged the aforementioned 591,254 shares
of repurchased common stock and a security interest in certain of the Company’s
other assets, it is highly unlikely in management’s opinion that any of it will
be utilized. On December 14, 2010, the Company filed an appeal with the United
States Court of Appeal for the First Circuit, but the Court’s verdict was
affirmed. The Company has filed an appeal for rehearing.
SHAREHOLDER
PROPOSALS
Shareholders who intend to
present a proposal for action at next year’s Annual Meeting of Shareholders
must notify our management of such intention by notice received at our
principal executive offices not later than June 25, 2012, together with a copy
of the proposal, for such proposal to be included in our proxy statement
relating to such meeting. Shareholders who wish to present a proposal at next
year’s Annual Meeting of Shareholders, but do not wish to have the proposal
included in the proxy statement for the meeting, must give notice of the
proposal to the Secretary of First Hartford no later than August 9, 2012 in
order for the notice to be considered timely under Rule 14a-4(c) of the Exchange
Act, which provides that the proxies may have discretionary authority to vote
against such a proposal submitted after such date without making any disclosure
in the 2012 proxy statement.
If the Company changes the date of its 2012 annual
meeting to a date more than 30 days from the date of the 2011 Annual Meeting,
then the deadline for submission of shareholder proposals will be changed to a
reasonable time before the Company begins to print and send its proxy
materials. If the Company changes the date of its 2012 annual meeting in a
manner that alters the deadline, the Company will so state under Part II, Item
5 of the first quarterly report on Form 10-Q it files with the SEC after the
date change, or will notify its shareholders by another reasonable method.
OTHER
MATTERS
The Board is not aware of any other
matters that may come before the Annual Meeting. However, in the event such
other matters come before the Annual Meeting, the persons named on the white
proxy card will have the discretion to vote on those matters using their best
judgment.
Shareholders are urged to mark, sign and
date the enclosed proxy, which is solicited on behalf of the Board, and return
it in the enclosed envelope.
|
By Order of the Board of Directors,
|
|
Neil
H. Ellis
|
|
Chairman and President
|
|
A copy of the Annual
Report to shareholders for the fiscal year ended April 30, 2011 accompanies
this proxy statement. The Annual Report is a combined report with the
Company’s Annual Report on Form 10-K (without exhibits) for the fiscal year
ended April 30, 2010 filed with the SEC. The Company will provide copies of
the exhibits to the Form 10-K upon receipt of a request addressed to the
Corporate Secretary, First Hartford Corporation, P.O. Box 1270, 149 Colonial
Road, Manchester, Connecticut 06045-1270 upon payment of a reasonable fee.
|
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