<PAGE> 1
================================================================================
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:
<TABLE>
<S> <C>
[ ] 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 Rule 14a-11(c) or Rule 14a-12.
</TABLE>
HICKOK INCORPORATED
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(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: ...........................................................
================================================================================
<PAGE> 2
HICKOK
------------
INCORPORATED
A NEW DIRECTION
1999 PROXY STATEMENT
January 26, 2000 - Hickok Incorporated - Notice of Annual Meeting
<PAGE> 3
- --------------------------------------------------------------------------------
HICKOK INCORPORATED
10514 DUPONT AVENUE, CLEVELAND, OHIO 44108
January 26, 2000
To the Shareholders of Hickok Incorporated:
The Company will hold its Annual Meeting of Shareholders at 10:00 a.m., EST.,
Wednesday, February 23, 2000 at Holiday Inn Lakeside, 1111 Lakeside Avenue,
Cleveland, Ohio 44114.
We hope that you are planning to attend the Annual Meeting in person, and we
look forward to seeing you. Whether or not you expect to attend in person, the
return of the enclosed Proxy as soon as possible would be greatly appreciated.
If you do attend the Annual Meeting you may, of course, withdraw your Proxy
should you wish to vote in person.
On behalf of the Board of Directors and management of Hickok Incorporated, I
would like to thank you for your continued support and confidence.
Sincerely,
/s/ Robert L. Bauman
Robert L. Bauman
Chairman of the Board,
President and Chief
Executive Officer
- --------------------------------------------------------------------------------
PROXY STATEMENT 1999 1
<PAGE> 4
- --------------------------------------------------------------------------------
HICKOK INCORPORATED
10514 DUPONT AVENUE, CLEVELAND, OHIO 44108
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
MAILED TO SHAREHOLDERS
ON JANUARY 26, 2000
The Annual Meeting of Shareholders of Hickok Incorporated, an Ohio
corporation (the "Company"), will be held at Holiday Inn Lakeside, 1111
Lakeside Avenue, Cleveland, Ohio, on Wednesday, February 23, 2000 at 10:00
a.m., EST., for the following purposes:
1. To fix the number of Directors at eight and elect seven Directors;
2. To transact such other business as may properly come before the meeting
or any adjournment.
Only shareholders of record, as of the close of business on January 5,
2000, will be entitled to receive notice of and to vote at this meeting.
By Order of the Board of Directors.
/s/ Robert L. Bauman
Robert L. Bauman
Chairman, President and
Chief Executive Officer
January 26, 2000
IMPORTANT
Please fill in and sign the enclosed Proxy and return it in the
accompanying envelope regardless of whether you expect to attend the Annual
Meeting or not. If you attend the Annual Meeting you may vote your shares in
person, even though you have previously signed and returned your Proxy.
- --------------------------------------------------------------------------------
2 HICKOK INCORPORATED
<PAGE> 5
- --------------------------------------------------------------------------------
HICKOK INCORPORATED
10514 DUPONT AVENUE, CLEVELAND, OHIO 44108
PROXY STATEMENT
MAILED TO SHAREHOLDERS ON JANUARY 26, 2000
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Hickok Incorporated (hereinafter the
"Company") to be used at the Annual Meeting of Shareholders of the Company to be
held on February 23, 2000, and any adjournments thereof. The time, place, and
purpose of the meeting are stated in the Notice of Annual Meeting of
Shareholders which accompanies this Proxy Statement.
The expense of soliciting proxies, including the cost of preparing,
assembling, and mailing the Notice, Proxy Statement, and Proxy will be paid by
the Company. In addition to solicitation of proxies by mail, solicitation may be
made personally, by telephone or other electronic means, and the Company may pay
persons holding shares for others their expenses for sending proxy materials to
their principals. While the Company presently intends that solicitations will be
made only by Directors, officers, and employees of the Company, the Company may
retain outside solicitors to assist in the solicitation of proxies. Any expenses
incurred in connection with the use of outside solicitors will be paid by the
Company.
Any person giving a Proxy pursuant to this solicitation may revoke it. The
General Corporation Law of Ohio provides that, unless otherwise provided in the
Proxy, a shareholder, without affecting any vote previously taken, may revoke a
Proxy not otherwise revoked by giving notice to the Company in writing or in
open meeting.
All validly executed Proxies received by the Board of Directors of the Company
pursuant to this solicitation will be voted at the Annual Meeting, and the
directions contained in such Proxies will be followed in each instance. If no
directions are given, the Proxy will be voted to fix the number of Directors at
eight and for the election of the nominees listed in the Proxy and for the other
proposals set forth in the Notice of Annual Meeting.
VOTING RIGHTS
At the close of business on January 5, 2000, the Company had 744,884 shares of
Class A Common Stock, $1.00 par value ("Class A Shares"), outstanding and
entitled to vote. Additionally, on such date there were 454,866 shares of Class
B Common Stock, $1.00 par value ("Class B Shares"), outstanding and entitled to
vote. The holders of the outstanding Class A Shares as of January 5, 2000 shall
be entitled to one vote for each share held by them. The holders of the
outstanding Class B Shares as of said date shall be entitled to three votes for
each share held by them. The General Corporation Law of Ohio provides that if
notice in writing is given by any shareholder to the President or a Vice
President or the Secretary of the Company not less than 48 hours before the time
fixed for holding the meeting that he desires the voting at such election to be
cumulative, and an announcement of the giving of such notice is made upon the
convening
- --------------------------------------------------------------------------------
PROXY STATEMENT 1999 3
<PAGE> 6
- --------------------------------------------------------------------------------
of the meeting by the Chairman or Secretary of the meeting or by or on behalf
of the shareholder giving such notice, each shareholder shall have cumulative
voting rights in the election of Directors, enabling him to give one nominee
for Director as many votes as is equal to the number of Directors to be
elected multiplied by the number of shares in respect of which such
shareholder is voting, or to distribute his votes on the same principle among
two or more nominees, as he sees fit. Only shareholders of record at the
close of business on January 5, 2000 are entitled to notice of and to vote at
this meeting.
At the Annual Meeting, in accordance with the General Corporation Law of
Ohio, the inspectors of election appointed by the Board of Directors for the
Annual Meeting will determine the presence of a quorum and will tabulate the
results of shareholder voting. As provided by the General Corporation Law of
Ohio and the Company's Amended Code of Regulations, holders of a majority of
the outstanding shares of the Company, present in person or by proxy at the
Annual Meeting, will constitute a quorum for such meeting. The inspectors of
election intend to treat properly executed proxies marked "abstain" as
"present" for these purposes. Such inspectors will also treat as "present"
shares held in "street name" by brokers that are voted on at least one
proposal to come before the Annual Meeting.
All additional questions and matters brought before the Annual Meeting
will be, unless otherwise provided by the Articles of Incorporation of the
Company or the General Corporation Law of Ohio, decided by the vote of the
holders of a majority of the outstanding votes thereon present in person or
by proxy at the Annual Meeting. In voting for such other proposals, votes may
be cast in favor, against or abstained. Abstentions will count as present for
purposes of the item on which the abstention is noted and will have the
effect of a vote against. Broker non-votes, however, are not counted as
present for purposes of determining whether a proposal has been approved and
will have no effect on the outcome of any such proposal.
PRINCIPAL OWNERSHIP
The shareholders named in the following table are the only persons known by
the Company to be the beneficial owners of more than 5% of the outstanding
Common Shares of the Company as of January 5, 2000. In addition, this table
includes the beneficial ownership of Common Shares by the Directors and
Executive Officers of the Company as a group on January 5, 2000.
- --------------------------------------------------------------------------------
4 HICKOK INCORPORATED
<PAGE> 7
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TITLE OF CLASS NAME AND BUSINESS ADDRESS NUMBER OF SHARES PERCENT
- ----------------- OF BENEFICIAL OWNER BENEFICIALLY OWNED (1) OF CLASS
------------------------- ---------------------- --------
<S> <C> <C> <C>
Common Shares, Janet H. Slade (2) 6,843 Class A (3) *
$1.00 par value, 5862 Briar Hill Drive 110,762 Class B 24.4%
Class A and B Solon, Ohio 44139
Gretchen L. Hickok (2) 3,834 Class A *
3445 Park East, Apt. A203 115,056 Class B 25.3%
Solon, Ohio 44139
Patricia H. Aplin (2) 4,994 Class A *
7404 Camale Drive 118,042 Class B 25.9%
Pensacola, Florida 32504
Robert L. Bauman 61,888 Class A (4) 7.6%
10514 Dupont Avenue 111,006 Class B 24.4%
Cleveland, Ohio 44108
Koonce Securities, Inc. 150,507 Class A (5) 18.5%
6550 Rock Spring Drive
Bethesda, Maryland 20817
All Directors and Executive 91,031 Class A (6) 11.2%
Officers as a group (9 persons) 221,768 Class B 48.8%
</TABLE>
(*) Less than one percent
(1) Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, a person
is deemed to be a beneficial owner of a security if he or she has or shares
voting or investment power in respect of such security or has the right to
acquire beneficial ownership within 60 days. Accordingly, the amounts shown
throughout this Proxy Statement do not purport to represent beneficial
ownership, except as determined in accordance with said Rule.
(2) Daughter of the late Robert D. Hickok.
(3) Includes 5,000 Class A Common Shares which Ms. Slade, as a Director, has
the right to acquire upon the exercise of immediately exercisable options.
(4) Excludes 2,250 Class A Common Shares registered in the name of Mr.
Bauman's children, with respect to which Mr. Bauman disclaims any beneficial
interest. Includes an aggregate of 29,500 Class A Common Shares which may be
acquired by Mr. Bauman upon the exercise of immediately exercisable options.
(5) Based on a Schedule 13G dated January 29, 1999 filed with the Securities
and Exchange Commission.
- --------------------------------------------------------------------------------
PROXY STATEMENT 1999 5
<PAGE> 8
- --------------------------------------------------------------------------------
(6) Includes 66,500 Class A Common Shares which the Directors and the
Executive Officers of the Company have the right to acquire upon the exercise
of immediately exercisable options.
ELECTION OF DIRECTORS
The number of Directors of the Company is presently fixed at eight. The
term of office of each Director expires annually. The individuals elected to
the office of Director at the Annual Meeting will hold office until the next
Annual Meeting of Shareholders and until their successors have been duly
elected.
The Board of Directors recommends that the number of Directors be fixed at
eight, that seven of such directorships be filled by the vote of the
shareholders at the Annual Meeting, and that the seven nominees hereinafter
named be elected. Due to the time required to arrange for suitable candidates
to replace members of the Board of Directors who have retired in recent
years, the Board of Directors recommends the election of one less Director
than the number fixed by the shareholders. The Board of Directors believes
that the election of one less director than authorized will provide the Board
with flexibility during the year to appoint an additional member to the
Board, when an individual whose services would be beneficial to the Company
and its shareholders can be identified.
The Proxy holders named in the accompanying Proxy or their substitutes will
vote such Proxy at the Annual Meeting or any adjournments thereof for the
election as Directors of the nominees named below unless the shareholder
instructs, by marking the appropriate space on the Proxy, that authority to
vote is withheld. If cumulative voting is in effect, the Proxy holders shall
have full discretion and authority to vote for any one or more of such
nominees. In the event of cumulative voting, the Proxy holders will vote the
shares represented by each Proxy so as to maximize the number of Board of
Directors' nominees elected to the Board. However, the shares represented by
each Proxy cannot be voted by the Proxy holders for a greater number of
nominees than those identified in this Proxy Statement. Each of the nominees
has indicated his or her willingness to serve as a Director, if elected. If
any nominee should become unavailable for election (which contingency is not
now contemplated or foreseen), it is intended that the shares represented by
the Proxy will be voted for such substitute nominee as may be named by the
Board of Directors.
- --------------------------------------------------------------------------------
6 HICKOK INCORPORATED
<PAGE> 9
- --------------------------------------------------------------------------------
INFORMATION CONCERNING NOMINEES FOR DIRECTORS
<TABLE>
<CAPTION>
Common
Shares (2)
Year in beneficially Percent
which first owned as of of class
Business elected January 5, beneficially
Name and Age Experience (1) Director 2000 owned
------------ -------------- -------- ---- -----
<S> <C> <C> <C> <C>
Robert L. Bauman Chairman, President and Chief Ex- 1980 61,888 (4) 7.6%
Age: 59 ecutive Officer of the Company Class A
since July 2, 1993 111,006 24.4%
Class B
Harry J. Fallon President, Federated Purchaser,Inc. 1980 5,200 (3) *
Age: 73 (electronics distributor) Class A
T. Harold Hudson President, Aapra Associates, LLC, 1992 6,500 (3) *
Age: 60 (consulting firm) since June, 1999; Class A
Senior Vice President of
Engineering and Design of Six
Flags Theme Parks, Inc. for five
years prior to June, 1999
James T. Martin Consultant, self employed, since 1999 -0- *
Age: 68 September, 1997; President and
Chief Executive Officer, Meaden &
Moore, Ltd. (regional, Cleveland
based CPA firm) for five years prior
to September, 1997
Michael L. Miller Partner since January, 1972 of 1992 10,000 (3) 1.2%
Age: 58 Calfee, Halter & Griswold LLP, Class A
the Company's Legal Counsel
James Moreland Retired, since June, 1994; Senior First 600 *
Age: 68 Engineering Executive, Rockwell Time Class A
International, for five years prior Nominee
to June, 1994
Janet H. Slade Private Investor 1992 6,843(3) *
Age: 56 Class A
110,762 24.4%
Class B
</TABLE>
(*) Less than one percent
- --------------------------------------------------------------------------------
PROXY STATEMENT 1999 7
<PAGE> 10
- --------------------------------------------------------------------------------
(1) Unless otherwise indicated, the principal occupation shown for each of
the Company's Directors has been the principal occupation of such person for
at least the past five years. The following Director also serves as director
for the publicly-held corporation listed opposite his name below:
Harry J. Fallon Federated Purchaser, Inc.
(2) Class A Common Shares are indicated by "Class A"; Class B Common Shares
are indicated by "Class B."
(3) Includes 5,000 Class A Common Shares which may be acquired upon the
exercise of immediately exercisable options.
(4) Excludes 2,250 Class A Shares registered in the name of Mr. Bauman's
children, with respect to which Mr. Bauman disclaims any beneficial interest.
Includes an aggregate of 29,500 Class A Shares which may be acquired by Mr.
Bauman upon the exercise of immediately exercisable options.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and Directors, and persons who own more than ten percent of the
Company's Class A Shares, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and The Nasdaq Stock
Market. Officers, Directors, and greater than ten percent shareholders are
required by Securities and Exchange Commission regulation to furnish the
Company with copies of all Section 16(a) forms they file.
Based solely on review of the copies of such forms furnished to the
Company, or written representations that no Form 5s were required, the
Company believes that during the fiscal year ending September 30, 1999 all
Section 16(a) filing requirements applicable to its officers, Directors, and
greater than ten percent beneficial owners were complied with.
INFORMATION REGARDING MEETINGS AND
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has an Audit Committee and a Compensation Committee.
Set forth below is the membership of the various committees with the number
of meetings held during the fiscal year ended September 30, 1999 in
parentheses:
AUDIT COMMITTEE (1) COMPENSATION COMMITTEE (1)
------------------- --------------------------
George S. Lockwood, Jr.* Thomas H. Barton*
Harry J. Fallon George S. Lockwood, Jr.*
T. Harold Hudson
(*) Not seeking re-election as a director
- --------------------------------------------------------------------------------
8 HICKOK INCORPORATED
<PAGE> 11
- --------------------------------------------------------------------------------
The Audit Committee reviews the activities of the Company's independent
auditors and various Company policies and practices. The Compensation Committee
determines and reviews overall compensation matters affecting senior managers
and officers, including the granting of stock options. The Board of Directors
does not have a nominating committee.
The Board of Directors held four meetings during the fiscal year ended
September 30, 1999. During that fiscal year, no Director attended fewer than 75%
of the aggregate of (i) the total number of meetings of the Board of Directors
held during the period he or she served as a Director and (ii) the total number
of meetings held by committees of the Board on which he or she served, during
the period that he or she served.
For the fiscal year ended September 30, 1999, Directors who are not also
employees of the Company received an annual fee of $1,500 and a fee of $1,500
for each Board and Committee meeting attended. Directors who are also employees
of the Company received a fee of $50 for each Board meeting attended.
EXECUTIVE COMPENSATION
The following table sets forth all cash compensation paid or to be paid to, as
well as the number of stock option awards granted to, the Company's chief
executive officer, the Company's only executive officer whose salary and bonus
exceeded $100,000 during each of the last three fiscal years (the "Named
Executive Officer").
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------- ------
SECURITIES
NAME AND UNDERLYING
PRINCIPAL POSITION YEAR SALARY BONUS (1) OPTIONS
Robert L. Bauman, 1999 $220,000 $21,000 3,000 (2)
Chairman, President 1998 $213,000 $21,000 3,000 (2)
& Chief Executive 1997 $206,000 $21,000 6,000 (2)
Officer
The Named Executive Officer did not receive personal benefits or perquisites
during the last fiscal year in excess of the lesser of $50,000 or 10% of his
aggregate salary and bonus.
(1) Represents the bonus earned from a profit sharing plan for all officers
and key employees.
(2) Represents options to purchase shares of Class A Common Stock.
- --------------------------------------------------------------------------------
PROXY STATEMENT 1999 9
<PAGE> 12
- --------------------------------------------------------------------------------
1999 OPTION GRANTS
The following table sets forth certain information relating to a grant of
stock options made during the fiscal year ended September 30,1999 to the
Named Executive Officer. Such grant is reflected in the Summary Compensation
Table on page 9.
<TABLE>
<CAPTION>
PERCENTAGE OF POTENTIAL REALIZABLE VALUE
NUMBER OF TOTAL OPTIONS AT ASSUMED ANNUAL RATES OF
SECURITIES GRANTED TO EXERCISE OR STOCK PRICE APPRECIATION
UNDERLYING EMPLOYEES IN BASE PRICE EXPIRATION FOR OPTION TERM
NAME OPTIONS FISCAL YEAR (PER SHARE) DATE 5% 10%
---- ------- ----------- ----------- ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
Robert L. Bauman 3,000 13.0% $7.125 12/31/08 $ 13,466 $ 33,986
</TABLE>
1999 OPTION EXERCISES AND YEAR-END VALUE TABLE
The following table sets forth stock option information for the individual
named in the Summary Compensation Table. The value of the "in-the-money"
options refers to options having an exercise price which is less than the
market price of the Company's stock on September 30, 1999.
NUMBER OF VALUE OF (1)
UNEXERCISED UNEXERCISED IN-
OPTIONS AT THE-MONEY OPTIONS AT
SEPTEMBER 30, 1999 SEPTEMBER 30, 1999
------------------ ------------------
EXERCISE- UNEXER- EXERCISE- UNEXER-
NAME ABLE CISEABLE ABLE CISEABLE
---- ---- -------- ---- --------
Robert L. Bauman 24,500 - 0 - $ 47,687 - 0 -
(1) Calculated on the basis of the fair market value of the underlying
securities at the exercise date or year-end, as the case may be, minus the
exercise price.
STOCK PERFORMANCE GRAPH
The following data compares the value of $100 invested on October 1, 1994
in the Company's Class A Common Shares, the Nasdaq Composite Index, and the
Nasdaq Industrial Index. The Nasdaq Composite Index represents a broad market
group in which the Company participates, and the Nasdaq Industrial Index was
chosen as having a representative peer group of companies. The total return
includes reinvestment of dividends. The comparisons in this graph are not
intended to forecast, or be indicative of, possible future performance.
- --------------------------------------------------------------------------------
10 HICKOK INCORPORATED
<PAGE> 13
- --------------------------------------------------------------------------------
[Graph for OCTOBER 1, 1994 THRU SEPTEMBER 30, 1999]
The above graph was prepared using the following data:
FISCAL YEAR ENDED 1994 1995 1996 1997 1998 1999
SEPTEMBER 30 ---- ---- ---- ---- ---- ----
HICKOK $100 $183 $100 $ 68 $ 57 $264
NASDAQ COMPOSITE 100 137 162 223 223 361
NASDAQ INDUSTRIAL 100 126 142 176 132 206
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
GENERAL
The Compensation Committee of the Board of Directors reviews the Company's
existing and proposed executive compensation plans and makes determinations
concerning such plans and the awards to be made thereunder. The current members
of the Committee are Thomas H. Barton, George S. Lockwood, Jr. and T. Harold
Hudson, all of whom are non-employee Directors of the Company.
COMPENSATION PHILOSOPHY
The Committee believes that, in order to attract, retain and offer appropriate
incentives to its key executives, compensation levels of individuals should be
comparable to similarly situated companies. The Committee reviews generally
available information concerning compensation levels at firms which are
generally comparable in terms of industry, size and geography. Certain of these
companies may be part of the indices set forth in the Stock Performance Graph
contained elsewhere in this Proxy Statement. In addition, prior year earnings,
internal projections of future
- --------------------------------------------------------------------------------
PROXY STATEMENT 1999 11
<PAGE> 14
- --------------------------------------------------------------------------------
years and other achievements of the Company for the prior fiscal year are
factors in determining compensation levels for key executives. The Committee
also makes a subjective determination as to the overall success of the
Company and the contribution of each individual employee.
In 1993 Congress adopted Section 162 (m) of the Internal Revenue Code which
limits the ability of public companies to deduct compensation in excess of
$1,000,000 paid to certain executive officers, unless such compensation is
"performance based" within the meaning of Section 162 (m). The Committee does
not expect the deductibility of any compensation paid to its employees to be
affected by Section 162 (m).
FISCAL 1999 COMPENSATION DECISIONS
Base salaries and bonuses for all of the Company's officers and stock
option grants for all key employees, other than Mr. Bauman, for fiscal 1999
were established by the Committee based on recommendations by Mr. Bauman.
Generally, base salaries were increased as a result of the Committee's review
of comparable companies and its subjective determination of the Company's
results for fiscal 1998 and each individual's particular contribution. No
cash bonuses were granted for fiscal 1999 based on a profit sharing plan in
place for all officers and key employees. An aggregate of 23,000 options to
purchase Class A Common Stock were granted to employees for fiscal 1999.
The compensation arrangements of Mr. Bauman were determined based on the
Committee's subjective assessment of his performance, based on the Company's
financial condition and success in achieving its strategic objectives. The
Committee also considered the responsibilities associated with Mr. Bauman's
position and the level of compensation provided to Chief Executive Officers
at similarly situated companies.
The Compensation Committee of the Board of Directors
Thomas H. Barton
George S. Lockwood, Jr.
T. Harold Hudson
- --------------------------------------------------------------------------------
12 HICKOK INCORPORATED
<PAGE> 15
- --------------------------------------------------------------------------------
PROFIT SHARING PLAN
The Company has a profit sharing plan for all officers and key employees which
provides for a fund consisting of 20% of the excess of profits before federal
taxes after deducting 10% of the net stockholders' equity at the beginning of
the fiscal year, such equity to include the net amount received by the Company
during the fiscal year from the sale of common stock or through the exercise of
common stock options. The fund is distributable by the Compensation Committee of
the Board of Directors, taking into consideration such factors as salary, length
of service, and merit, the maximum being 50% of the salary of the distributee.
For the fiscal year ended September 30, 1999, the foregoing formula produced no
cash bonus. For the fiscal year ended September 30, 1998, the foregoing formula
produced an aggregate of $73,000 in bonuses, of which $21,000 is shown in the
summary compenation table.
INDEPENDENT AUDITORS
The firm of Meaden & Moore, Ltd. has again been selected by the Board of
Directors to act as the auditors for the Company for the current fiscal year. A
representative of that firm will be present at the Annual Meeting and will have
an opportunity to make a statement, if desired. The representative will also be
available to respond to appropriate questions from shareholders.
- --------------------------------------------------------------------------------
PROXY STATEMENT 1999 13
<PAGE> 16
- --------------------------------------------------------------------------------
SHAREHOLDER PROPOSALS AND OTHER MATTERS
The Board of Directors of the Company is not aware of any matter to come
before the meeting other than those mentioned in the accompanying Notice.
However, if other matters shall properly come before the meeting, it is the
intention of the persons named in the accompanying Proxy to vote in
accordance with their best judgment on such matters.
Any shareholder proposal intended to be presented at the 2001 Annual
Meeting of Shareholders must be received by the Company's Secretary at its
principal executive offices not later than September 28, 2000, for inclusion
in the Board of Directors' Proxy Statement and form of Proxy relating to that
meeting. Each proposal submitted should be accompanied by the name and
address of the shareholder submitting the proposal and the number of Common
Shares owned. If the proponent is not a shareholder of record, proof of
beneficial ownership should also be submitted. All proposals must be a proper
subject for action and comply with the Proxy rules of the Securities and
Exchange Commission.
The Company may use its decretion in voting Proxies with respect to
Shareholders' proposals not included in the Proxy Statement for fiscal year
ended September 30, 2000, unless the Company receives notice of such
proposals prior to December 8, 2000.
Upon the receipt of a written request from any shareholder entitled to vote
at the forthcoming Annual Meeting, the Company will mail, at no charge to the
shareholder, a copy of the Company's Annual Report on Form 10-K, including
the financial statements and schedules required to be filed with the
Securities and Exchange Commission pursuant to Rule 13a-1 under the
Securities Exchange Act of 1934, as amended, for the Company's most recent
fiscal year. Requests from beneficial owners of the Company's voting
securities must set forth a good-faith representation that, as of the record
date for the Annual Meeting, the person making the request was the beneficial
owner of securities entitled to vote at such meeting. Written requests for
such report should be directed to:
Mr. Eugene T. Nowakowski
Hickok Incorporated
10514 Dupont Avenue
Cleveland, Ohio 44108
You are urged to sign and return your Proxy promptly in order to make
certain your shares will be voted at the Annual Meeting. For your convenience
a return envelope is enclosed requiring no additional postage if mailed in
the United States.
By Order of the Board of Directors.
Robert L. Bauman
Chairman, President and
Chief Executive Officer
Dated January 26, 2000
- --------------------------------------------------------------------------------
14 HICKOK INCORPORATED
<PAGE> 17
- --------------------------------------------------------------------------------
PROXY PROXY
HICKOK INCORPORATED
10514 DUPONT AVENUE
CLEVELAND, OH 44108-1399
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Robert L. Bauman, Eugene T. Nowakowski
and Michael L. Miller, and each of them with power of substitution or
resubstitution as proxies, and authorizes them to represent and to vote, as
designated below, all of the common shares of Hickok Incorporated held of record
by the undersigned on January 5, 2000 at the Annual Meeting of Shareholders to
be held on February 23, 2000 or any adjournment thereof.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side)
- --------------------------------------------------------------------------------
<PAGE> 18
HICKOK INCORPORATED
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
[ ]
1. Fixing Number of Directors at Eight and Election of Seven Directors-
Nominees: 01 Robert L. Bauman, 02 Harry J. Fallon,
03 T. Harold Hudson, 04 James T. Martin,
05 Michael L. Miller, 06 James Moreland and
07 Janet H. Slade.
For Withhold For All
All All Except*
[ ] [ ] [ ]
_____________________________________________________
*(Except Nominee(s) written above)
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
For Against Abstain
[ ] [ ] [ ]
This proxy 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 PROPOSALS 1 AND 2.
Dated:_____________________ 2000
Signature:__________________________________
____________________________________________
Please sign above exactly as name appears.
When shares are held by joint tenents, both
should sign. When signing as attorney, as
executor, administrator, trustee or
guardian, please give full title as such. If
corporation, please give full corporate name
by President or other authorized officer. If
a partnership, please sign in partnership
name by authorized person.
- --------------------------------------------------------------------------------
X FOLD AND DETACH HERE X
YOUR VOTE IS IMPORTANT.
PLEASE SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
