SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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 under Rule 14a-12
The Goldfield Corporation
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box)
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:/ /
(2) Aggregate number of securities to which transaction applies:
/ /
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):/ /
(4) Proposed maximum aggregate value of transaction:/ /
(5) Total fee paid:/ /
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or
schedule and the date of its filing.
(1) Amount Previously Paid:/ /
(2) Form, Schedule or Registration Statement No.:/ /
(3) Filing Party:/ /
(4) Date Filed:/ /
The Goldfield Corporation
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 23, 2000
To Our Stockholders:
Notice is hereby given that the Annual Meeting of the Stockholders
of The Goldfield Corporation has been called and will be held at the
Hilton Melbourne Airport, 200 Rialto Place, Venezia Room, Melbourne,
Florida 32901, on May 23, 2000 at 9:00 a.m. for the following
purposes:
1. The election of five directors to the Company's Board of
Directors.
2. The ratification of the appointment of KPMG LLP as independent
certified public accountants for the fiscal year ending December
31, 2000.
3. The transaction of such other business as may lawfully come
before the meeting or any adjournment thereof.
Only stockholders of record at the close of business on April 13,
2000 will be entitled to vote at the meeting. The transfer books of
the Company will not be closed.
By Order of the Board of Directors
DWIGHT W. SEVERS
Secretary
Melbourne, Florida
April 20, 2000
If you are unable to attend the meeting in person, you are requested
by the Board of Directors of the Company to date, sign, and return
the enclosed proxy in the enclosed envelope. No postage is necessary
if mailed in the United States. In the event you later decide to
attend the meeting, you may, if you desire, revoke your proxy and
vote your shares in person.
The Goldfield Corporation
100 Rialto Place, Suite 500
Melbourne, Florida 32901
(321) 724-1700
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
May 23, 2000
This proxy statement is furnished in connection with the
solicitation of proxies by the Board of Directors of The Goldfield
Corporation (the "Company"), to be voted at the Annual Meeting of
Stockholders of the Company, to be held on May 23, 2000 at 9:00 a.m.
and at any and all adjournments thereof. The meeting will be held
for the purposes set forth in the notice and in this proxy
statement. This proxy statement and the accompanying annual report
are being mailed to stockholders on April 20, 2000.
RECORD DATE, SHAREHOLDERS ENTITLED TO VOTE AND REQUIRED VOTE
The stock transfer books will not be closed. As of March 8, 2000 the
Company had outstanding 26,854,748 shares of common stock, par value
$.10 per share (the "Common Stock"), and 339,407 shares of Series A
7% Voting Cumulative Convertible Preferred Stock, par value $1.00
per share (the "Series A Preferred Stock"). Each outstanding share
of Common Stock and Series A Preferred Stock is entitled to one
vote. Only holders of record of outstanding shares of the Company at
the close of business on April 13, 2000 will be entitled to vote at
the Annual Meeting of Stockholders on May 23, 2000.
The affirmative vote of the holders of a majority of the shares
present in person or represented by proxy and entitled to vote at
the meeting is necessary for approval of the proposal with respect
to the selection of auditors. The election of directors requires a
plurality vote.
Each stockholder entitled to vote at the meeting has the right to
vote his shares cumulatively for the election of directors; that is,
each stockholder will be entitled to cast as many votes as there are
directors to be elected multiplied by the number of shares of Common
Stock and Series A Preferred Stock registered in his name on the
record date, and to cast all such votes for one candidate or to
distribute such votes among the nominees for the office of director
in accordance with his choice. A stockholder who wishes to vote by
proxy and exercise his cumulative voting rights should advise the
Board of Directors in writing how he wishes to have his votes
distributed among the nominees for directors. Such written
instructions should accompany the proxy card or cards to which they
relate.
Holders of the Series A Preferred Stock are entitled to the same
voting rights as holders of the Common Stock. In addition, they have
certain voting rights not held by holders of the Common Stock, such
as controlling voting rights with respect to certain mergers, sales
and amendments to the Company's Certificate of Incorporation.
Although not so intended, such voting rights might be considered as
having the effect of discouraging an attempt by another person or
entity to effect a takeover or otherwise gain control of the
Company.
SOLICITATION, REVOCATION AND VOTING OF PROXIES
This solicitation is made on behalf of the Board of Directors of the
Company. The cost of soliciting proxies will be borne by the
Company, and the Company will reimburse all bankers, brokers and
other custodians, nominees and fiduciaries for forwarding proxies
and proxy materials to the beneficial owners of the shares. In
addition to solicitation by mail, solicitation of proxies may be
made personally or by telephone or other means by regular employees
of the Company. Morrow & Co., Inc., 445 Park Avenue, 5th Floor, New
York, New York 10022, has been retained to assist in the
solicitation of proxies at a cost not to exceed $7,000 plus
out-of-pocket expenses.
You are requested to sign and complete the accompanying proxy and
return it in the enclosed envelope. If the proxies are signed with
a preference indicated, the proxies will be voted accordingly. If no
directive is given with respect to each proposal, the proxies will
be voted (1) FOR the election of the nominees for directors named
herein; and (2) FOR the ratification of the appointment of KPMG LLP
as independent certified public accountants for the year 2000.
The proxy may be revoked by the stockholder at any time prior to the
exercise thereof by filing with the Secretary of the Company a
written revocation or a duly executed proxy bearing a later date.
The proxy shall be suspended if the stockholder shall be present at
the meeting and elects to vote in person.
At the date hereof, management of the Company has no knowledge of
any business other than that described in the notice for the meeting
which will be presented for consideration at such meeting. If any
other business should come before such meeting, the persons
appointed by the enclosed form of proxy shall have discretionary
authority to vote such proxies as they shall decide.
ITEM 1.
ELECTION OF DIRECTORS
It is intended that the shares represented by the accompanying proxy
will be voted, if not otherwise indicated by the stockholder, for
the election of each of the five nominees for director listed below
(each of whom is at present a director of the Company) to serve for
one year or until a successor is elected.
Information About Nominees
Reference is made to the information set forth below as to the stock
ownership of the nominees. The following table sets forth with
respect to each nominee the office presently held by him with the
Company, or his principal occupation if not employed by the Company,
the year in which he first became a director of the Company and his
age.
<TABLE>
Principal Occupation Director
Name For The Last Five Years Since Age (1)
<S> <C> <C> <C>
Harvey C. Eads, Jr. City Manager of Coral Gables, 1999 54
Florida since May 1988.
John P. Fazzini Real Estate Developer; 1984 55
President of Bountiful Lands,
Inc. (real estate development
corporation) since 1980.
Danforth E. Leitner Real Estate Broker; Real Estate 1985 59
Appraiser; President of The
Leitner Company (real estate
brokerage and appraisal
corporation) since 1984.
Dwight W. Severs City Attorney for City of 1998 56
Titusville, Florida since
September 1971 (full time
since January 1999); Principal
for the firm of Dwight W.
Severs & Associates, P.A. since
March 1998; a member of the law firm
of Severs, Stadler & Harris, P.A.
between January 1995 and March 1998
and a member of the law firm of
Holland, Starling, Severs, Stadler
& Friedland, P.A. from 1968 to
December 1994.
John H. Sottile Chairman of the Board of 1983 52
Directors of the Company
since May 1998; President
of the Company since 1983
and Chief Executive Officer
of the Company since 1985.
_________________
(1) As of December 31, 1999.
</TABLE>
If any of the foregoing nominees should withdraw or otherwise become
unavailable, which the Board of Directors does not presently
anticipate, it is intended that proxies will be cast for such person
or persons as the Board of Directors may designate in place of such
nominee or nominees.
Directors who are also employees of the Company are not paid any
fees or other remuneration for service on the Board or on any Board
committee. During 1999, each non-employee director received an
annual fee of $12,000, payable $1,000 per month.
Committees and Meetings of the Board of Directors
During 1999, the Board of Directors met five times. The Board of
Directors has, among others, the following committees: an Audit
Committee, a Compensation Committee, a Nominating Committee and a
Stock Option Committee.
The Audit Committee, which monitors the activities of the Company's
independent accountants and its accounting department and reports on
such activities to the full Board of Directors, consists of Dwight
W. Severs, Danforth E. Leitner and John P. Fazzini. During 1999, the
Audit Committee held one meeting.
The Compensation Committee reviews the compensation of the executive
officers of the Company and makes recommendations to the Board of
Directors regarding such compensation. The members of the
Compensation Committee are Dwight W. Severs and John P. Fazzini.
The Compensation Committee held one meeting during 1999.
The Nominating Committee recommends qualified candidates for
election to the Board of Directors of the Company, including the
slate of directors which the Board of Directors proposes for
election by stockholders at the Annual Meeting. The Nominating
Committee consists of John H. Sottile, John P. Fazzini and Danforth
E. Leitner. During 1999, the Nominating Committee held one meeting.
The Nominating Committee is not precluded from considering written
recommendations for nominees from stockholders. Such recommendations
for the 2001 election of directors, together with a description of
the proposed nominee's qualifications and other relevant
biographical information, should be sent to the Secretary of the
Company prior to December 22, 2000.
The Stock Option Committee administers The Goldfield Corporation
1998 Executive Long-term Incentive Plan (the "Plan"). The Stock
Option Committee has complete discretion in determining the number
of shares subject to options granted to an employee eligible under
the Plan and, consistent with the provisions of the Plan, in
determining the terms and conditions pertaining to such options.
The Stock Option Committee consists of John P. Fazzini, Dwight W.
Severs and Danforth E. Leitner. During 1999, the Stock Option
Committee held one meeting.
During 1999, no incumbent director attended fewer than 100% of the
total number of meetings of the Board of Directors and all
Committees of the Board that he was eligible to attend.
The Board of Directors unanimously recommends a vote "FOR" the
re-election of John H. Sottile, John P. Fazzini, Danforth E.
Leitner, Dwight W. Severs and Harvey C. Eads, Jr.
ITEM 2.
RATIFICATION OF APPOINTMENT OF ACCOUNTANTS
The Board of Directors of the Company has appointed the firm of KPMG
LLP as its independent certified public accountants for the year
ending December 31, 2000, subject to the appointment being ratified
by the Company's stockholders. KPMG LLP (including a predecessor
firm, W. O. Daley & Company) has been serving the Company and its
subsidiaries for the past thirty-seven years.
A representative of KPMG LLP is expected to be present at this
year's Annual Meeting of Stockholders, at which time he will be
given an opportunity to make a statement and is expected to be
available to respond to appropriate questions. The appointment of
KPMG LLP was made upon the recommendation of the Audit Committee, a
majority of which is composed of independent directors who are not
officers or otherwise employed by the Company. If the stockholders
do not ratify the selection of KPMG LLP, the selection of
independent certified public accountants will be reconsidered by the
Board of Directors of the Company.
The Board of Directors unanimously recommends a vote "FOR" the
ratification of the appointment of KPMG LLP as independent certified
public accountants of the Company.
OWNERSHIP OF VOTING SECURITIES BY CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 8, 2000, certain stock
ownership information regarding all shareholders known by the
Company to be the beneficial owners of 5% or more of the outstanding
shares of Common Stock and Series A Preferred Stock of the Company
and executive officers and directors of the Company.
<TABLE>
Amount Beneficially Owned (1)
Common
Obtainable
Upon
Conversion Percent of Class Percent
of Series A (2) of Voting
Beneficial Common Preferred Preferred Common Series A Securities
Owners (3)(7) (4) (1)(7) Preferred (5)
<S> <C> <C> <C> <C> <C> <C>
(a) Holders
of more
than 5%
(other
than
Directors):
Anthony J. Ford(6)
33 Van Ripper Street
Staten Island,
NY 10302 1,512,600 5.63% 5.63%
Suzanne S. Guanci
1130 Placetas Avenue
Coral Gables,
FL 33134 33,043 28,860 8.50% 0.12%
Linda Lonergan
1202 Pawnee Terrace
Indian Harbour Beach,
FL 32937 103,044 90,000 26.52% 0.38%
Mary H. Leitner
2344 Brookside Drive
Indialantic,
FL 32903 49,130 21,188 18,506 0.18% 5.45% 0.26%
(b) Directors and
Executive
Officers:
Harvey C. Eads, Jr. 1,000
John P. Fazzini 100
Patrick S. Freeman 41,867
Robert L. Jones 141,667
Danforth E. Leitner 600
Dwight W. Severs 2,000
John H. Sottile 661,287 225,360 196,833 2.45% 57.99% 3.26%
Stephen R. Wherry 51,667
(c) All Officers and
Directors as a
group (8 in
number): 900,188 225,360 196,833 3.34% 57.99% 4.14%
___________________
(1) Includes holdings of spouses, minor children, relatives and spouses of
relatives living in the same household, even if beneficial ownership
is disclaimed.
(2) All percentages have been determined as of March 8, 2000 in accordance
with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
For purposes of this table, a person or group of persons is deemed to
have "beneficial ownership" of any shares of Common Stock
which such person has the right to acquire within 60 days after
March 8, 2000.
(3) Excludes shares of Common Stock obtainable upon conversion of Series A
Preferred Stock.
(4) Each share of Series A Preferred Stock is currently convertible into
1.144929 shares of Common Stock.
(5) In accordance with the rules of the Securities and Exchange Commission
(the "SEC"), the percentage shown opposite the name of each person or
group has been computed assuming the conversion of any Series A
Preferred Stock and the exercise of any options held by such
person or group but that no conversions or exercises by others have
occurred.
(6) Information as to shares beneficially owned by Mr. Ford is based solely
on information contained in Form 13-D as filed with the SEC on
December 6, 1997.
(7) Includes shares of Common Stock which may be acquired upon exercise
of stock options that vest within 60 days after March 8, 2000. These
options were granted under the Company's 1998 Executive Long-term
Incentive Plan as follows: Patrick S. Freeman - 41,667; Robert L.
Jones - 41,667; John H. Sottile - 125,000; Stephen R. Wherry - 41,667;
and all Officers and Directors as a Group - 250,001.
</TABLE>
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more
than ten percent of a registered class of the Company's equity
securities, to file with the Securities and Exchange Commission (the
"SEC") and The American Stock Exchange initial reports of ownership
and reports of changes in ownership of Common Stock and Series A
Preferred Stock of the Company. Copies of all such reports filed
with the SEC are required to be furnished to the Company. Based
solely on the Company's review of the copies of such reports it has
received, the Company believes that all of its officers, directors
and greater than ten percent beneficial owners complied with all
filing requirements applicable to them with respect to transactions
during the year ended December 31, 1999.
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth the cash
compensation for the Company's Chief Executive Officer and executive
officers, including two executive officers of subsidiaries, whose
compensation exceeded $100,000 during the years ended December 31,
1999, 1998 and 1997. The information provided under the heading
"Executive Compensation" is that required by "small business
issuers" as defined by the rules of the SEC.
<TABLE>
Summary Compensation Table
Long-term
Compensation
Annual Compensation Awards
Name and All Other Stock Options
Principal Salary Bonus Compensation (in shares)
Position Year ($)(1) ($)(1) ($)(2) (3)
<S> <C> <C> <C> <C> <C>
John H. Sottile 1999 369,556 - 4,800 375,000
Chairman, President 1998 361,252 - 4,800 -
and Chief Executive 1997 356,307 - 4,750 -
Officer
Patrick S. Freeman 1999 112,500 18,000 3,375 125,000
President of mining 1998* 116,827 - 3,505 -
subsidiaries 1997 112,500 15,000 3,825 -
Robert L. Jones 1999 105,000 266,042 4,800 125,000
President of 1998 104,827 110,000 4,800 -
electrical 1997 90,000 84,352 3,476 -
construction
subsidiary
Stephen R. Wherry 1999 108,750 24,000 3,787 125,000
Vice President, 1998 100,250 17,500 3,008 -
Treasurer and Chief 1997 93,250 22,500 3,473 -
Financial Officer
_________________
(1) Amounts reported represent compensation earned for the year, some of which
may have been paid in a subsequent year.
(2) All Other Compensation for 1999, 1998 and 1997 includes Company
contributions to the Company's Cash Deferred Profit-Sharing Plan.
(3) All stock option awards were made pursuant to The Goldfield Corporation
1998 Executive Long-term Incentive Plan.
* Mr. Freeman's 1998 annual salary included 27 bi-weekly pay periods,
while 1999 and 1997 included 26 such periods.
</TABLE>
The persons named in the foregoing table, together with Dwight W.
Severs, Secretary of the Company, are all the executive officers of
the Company. Information concerning the executive officers (other
than Messrs. Freeman and Jones) is set forth in the Company's Annual
Report on Form 10-K for the year ended December 31, 1999. Mr.
Freeman, 53, has been President of the Company's mining subsidiaries
since 1988. Mr. Jones, 52, has served as President of the Company's
electrical construction subsidiary since September 1995. Mr. Jones
had been Vice President of the Company's electrical construction
subsidiaries since 1981. Mr. John Sottile 52, has served as
Chairman of the Board of Directors and Chairman of the Board of the
Company's subsidiaries since May 1998.
STOCK OPTION GRANTS IN 1999
The following table summarizes stock option grants during 1999 with
respect to the named executive officers listed in the Summary
Compensation Table.
<TABLE>
Number of Percentage
Securities of Total
Underlying Options
Options Granted Exercise or Expiration
Name Granted in 1999 Base Price Date
(#)(1) (%) ($)
<S> <C> <C> <C> <C>
John H. Sottile 375,000 38 .22 03/08/09
Robert L. Jones 125,000 13 .22 03/08/09
Patrick S. Freeman 125,000 13 .22 03/08/09
Stephen R. Wherry 125,000 13 .22 03/08/09
___________________
(1) All options awards were made pursuant to The Goldfield Corporation
1998 Executive Long-term Incentive Plan. A committee of the Board
of Directors administers this plan. The committee determines the
employees to receive awards, the size, type, terms and conditions
of the awards. All options shown in the table have exercise
prices equal to the fair market value on date of grant, vest over
three years (one-third per year) and have a term of ten years.
All listed options were awarded on March 9, 1999. In the event
of a change in control, except as otherwise determined by the Board
prior to the occurrence of such change in control, all options
shall be fully exercisable and vested.
</TABLE>
OPTION EXERCISES IN 1999 AND YEAR-END OPTION VALUE
The following table shows the number and value of stock options
(exercised and unexercised) for the named executive officers during
1999. Value is calculated using the difference between the option
exercise price and $0.375 (1999 year-end stock price) multiplied by
the number of shares underlying the options.
<TABLE>
Shares Number of Securities Value of Unexercised
Acquired Underlying Unexercised In-the-money Options
on Value Options at End of 1999 at End of 1999
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
(#) ($) (#) (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C>
John H.
Sottile -- -- -- 375,000 -- 58,594
Robert L.
Jones -- -- -- 125,000 -- 19,531
Patrick S.
Freeman -- -- -- 125,000 -- 19,531
Stephen R.
Wherry -- -- -- 125,000 -- 19,531
</TABLE>
On January 15, 1985, the Company entered into an employment
agreement with John H. Sottile. Such agreement, as amended on
February 25, 1986, September 23, 1988, February 27, 1990, January
29, 1992, September 15, 1995 and September 20, 1999, expires on
December 31, 2009 and currently entitles him to be paid $200,000 per
year, subject to future annual increases, if any, in the Consumer
Price Index ("CPI"). As a result of increases in the CPI since 1985,
such contract would currently entitle Mr. Sottile to a salary of
$319,556. If his employment is terminated (which will be deemed to
have occurred if he is relocated), he is entitled to receive, within
ten days of such notice of termination, an amount equal to the full
cash salary that he would have received in the absence of such
termination from the date of such termination through December 31,
2009. In the event of permanent disability or death, he or his
estate will be entitled to his salary through the end of the month
of his permanent disability or death and for one year thereafter. In
addition, on January 1, 1986, a subsidiary of the Company entered
into an employment agreement with Mr. Sottile. Such agreement, as
amended on September 13, 1988, January 29, 1992, September 11, 1995
and September 20, 1999, provides for continuous employment until
December 31, 2009 and thereafter from year to year until terminated
and entitles him to be paid $50,000 per year. If his employment is
terminated without cause (which will be deemed to have occurred if
he is relocated), he is entitled to receive his full cash salary
from the date of such termination through December 31, 2009. In the
event of permanent disability or death, he or his estate will be
entitled to his salary for one year.
Employee Benefit Agreements
Beginning in 1989, the Company entered into employee benefit
agreements with Messrs. Sottile, Freeman, Jones and Wherry in
addition to certain other employees of the Company and its
subsidiaries. Under the terms of the agreements, the Company buys
life insurance policies that build cash surrender value while also
providing life insurance benefits for the employee. The Company is
entitled to a refund of all previously paid premiums or the cash
surrender value of the policy, whichever is lower, if the agreement
is terminated prior to the employee attaining the age of 65. After
an employee reaches age 65, the Company is entitled to a refund of
all previously paid premiums in ten annual installments. In the
event of death, the Company will immediately be entitled to a refund
of all previously paid premiums. The Company may terminate the
agreements at any time by giving written notice to the employee.
Related Transactions
During fiscal 1997 the Company's electrical construction subsidiary
loaned to Robert L. Jones, its President, $63,000, repayable in
three annual installments of $21,000, commencing March 31, 1998.
The loan beared interest at the rate of 7.5% and was secured by a
second mortgage on his personal residence. In March 1998, Mr. Jones
reduced the principle by $36,318 which payment represented the
required annual payment plus prepayment of $15,318. The remaining
balance of this note was paid in full during March 1999.
OTHER MATTERS
Management does not intend to present any other business at the
meeting nor is it aware that any stockholder intends to do so. If,
however, any matters are properly brought before the meeting,
persons named in the accompanying proxy will vote thereon in
accordance with their best judgment.
2001 STOCKHOLDER PROPOSALS
Stockholder proposals to be presented at the 2001 Annual Meeting
must be received by the Company no later than December 22, 2000 to
be considered for inclusion in the Proxy Statement and Proxy for
such meeting.
By Order of the Board of Directors
Dwight W. Severs
Secretary
Dated: April 20, 2000
* * *
The Annual Report to Stockholders for the year ended December 31,
1999, which includes financial statements, is being mailed
concurrently to stockholders. The Annual Report does not form any
part of the material for the solicitation of proxies.
A copy of the Company's Annual Report on Form 10-K for its fiscal
year ended December 31, 1999 filed with the Securities and Exchange
Commission is available without charge to those stockholders who
would like more detailed information concerning the Company. If you
would like a copy of the Form 10-K, please write to: The Goldfield
Corporation, Suite 500, 100 Rialto Place, Melbourne, Florida 32901.
In addition, financial reports and recent filings with the
Securities and Exchange Commission, including Form 10-K, are
available on the Internet at http://www.sec.gov. Company information
is also available on the Internet at http://www.goldfieldcorp.com.
THE GOLDFIELD CORPORATION
PROXY
Annual Meeting of Stockholders to be held on May 23, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John H. Sottile and Dwight W.
Severs, and each of them, jointly and severally, proxies, with full
power of substitution, to vote with the same force and effect as the
undersigned at the Annual Meeting of Stockholders of The Goldfield
Corporation to be held at the Hilton Melbourne Airport, 200 Rialto
Place, Venezia Room, Melbourne, Florida 32901 on May 23, 2000 at
9:00 a.m., and at any adjournment thereof, upon the matters set
forth on the reverse side hereof and upon such other matters as may
properly come before the meeting, all in accordance with notice and
accompanying proxy statement for said meeting, receipt of which is
acknowledged.
This proxy will be voted as directed. If no direction is
indicated, the proxy will be voted FOR the election of directors;
FOR the appointment of KPMG LLP as independent certified public
accountants; and to grant authority to vote on such other matters as
may come before the meeting.
Continued and to be signed on the reverse side.
Please date, sign and mail your
proxy card back as soon as possible.
Annual Meeting of Stockholders
THE GOLDFIELD CORPORATION
May 23, 2000
A X Please mark your votes as in this example.
The Board of Directors recommends a vote "FOR" the election of all
the nominees as directors.
FOR WITHHELD
1. Election of Nominees:
Directors. / / / / Harvey C. Eads, Jr.
For, except vote withheld from the John P. Fazzini
following nominees(s): Danforth E. Leitner
/ / Dwight W. Severs
John H. Sottile
The Board of Directors recommends a vote "FOR" the approval of the
auditors.
FOR AGAINST ABSTAIN
2. RATIFY SELECTION OF KPMG LLP AS
INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS OF THE COMPANY FOR
THE FISCAL YEAR ENDING
DECEMBER 31, 2000 / / / / / /
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR
AT ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.
THIS PROXY WILL BE VOTED AS DIRECTED HEREIN, OR IF RETURNED EXECUTED
WITH NO DIRECTION GIVEN, WILL BE VOTED FOR THE ELECTION OF ALL OF
THE NOMINEES AS DIRECTORS, AND FOR RATIFICATION OF KPMG LLP AS
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS; AND TO GRANT AUTHORITY TO
VOTE ON SUCH OTHER MATTERS AS MAY COME BEFORE THE MEETING.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
SIGNATURE(S) / / DATE / /
NOTE: Please sign exactly as name appears hereon. Joint owners
should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title
as such.
