SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to .240.14a-11(c) or .240.14a-12
CANNON EXPRESS, INC.
(Name of Registrant as Specified in its Charter)
CANNON EXPRESS, INC.
(Name of Person(s) Filing Proxy Statement)
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).
(1) Title of each class of securities to which transaction applies:
Not Applicable
(2) Aggregate number of securities to which transaction applies:
Not Applicable
(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): Not Applicable
(4) Proposed maximum aggregate value of transaction: Not Applicable
(5) Total fee paid: Not applicable
[ ] 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: Not Applicable
(2) Form, Schedule or Registration Statement No.: Not Applicable
(3) Filing Party: Not Applicable
(4) Date Filed: Not Applicable <PAGE>
CANNON EXPRESS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF SHAREHOLDERS, NOVEMBER 17, 1998
The undersigned shareholder(s) of Cannon Express, Inc. hereby appoint Dean G.
Cannon and Rose Marie Cannon, and each or either of them, the true and lawful
agents and attorneys-in-fact for the undersigned, with power of substitution,
to attend the meeting and to vote the stock owned by or registered in the
name of the undersigned, as instructed below, at the Annual Meeting of
Shareholders to be held on Tuesday, November 17, 1998 at 10:00 a.m., local
time, and at any adjournments thereof, for the transaction of the following
business:
1. To fix the number of directors for the fiscal year at four and to elect
the following nominees for director of the Company:
Dean G. Cannon Rose Marie Cannon Uvalde R. Lindsey Roy E. Stanley
The shareholder may withhold authority to vote for any of these nominees by
lining through or striking out the name of any such nominee.
UNLESS OTHERWISE INSTRUCTED HEREON, IT IS INTENDED THAT THE PROXIES WILL VOTE
THESE SHARES FOR THE FOREGOING PROPOSALS. The proxies will vote in their
sole discretion upon such other business as may properly come before the
meeting.
Please sign, date and return this proxy as soon as possible.
Dated , 1998
Signature
Signature
Please sign exactly as name(s) appear at left. If stock is in the name of
two or more persons, each should sign. Persons signing as attorney,
executor, administrator, trustee, guardian or other fiduciary, please give
full title as such. If a corporation, then signature should be by president
or other authorized officer. If a partnership, please sign in partnership
name by authorized person. <PAGE>
CANNON EXPRESS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 17, 1998
TO THE SHAREHOLDERS OF CANNON EXPRESS, INC.:
Notice is hereby given that the Annual Meeting of Shareholders of Cannon
Express, Inc., a Delaware corporation, will be held at the Springdale Room,
Holiday Inn & Northwest Arkansas Convention Center, Springdale, Arkansas on
Tuesday, November 17, 1998 at 10:00 a.m., local time, for the following
purposes:
1. To fix the number of directors for the ensuing year at four and to
elect four directors.
2. To consider and act upon such other business as may properly come
before the meeting and any adjournments thereof.
Only shareholders of record at the close of business on October 13, 1998 will
be entitled to vote at the Annual Meeting and any adjournments thereof.
The Company's Proxy Statement is submitted herewith. The annual report for
the year ended June 30, 1998 is being mailed to shareholders together with
the mailing of this Notice and Proxy Statement.
BY ORDER OF THE BOARD OF DIRECTORS
Dean G. Cannon,
President and Chairman of the Board of Directors
Springdale, Arkansas
October 26, 1998
YOUR VOTE IS IMPORTANT
YOU ARE URGED TO DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED FORM OF PROXY SO
THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND IN ORDER
THAT THE PRESENCE OF A QUORUM MAY BE ASSURED. THE GIVING OF SUCH PROXY DOES
NOT AFFECT YOUR RIGHT TO REVOKE IT LATER OR TO VOTE YOUR SHARES IN PERSON IN
THE EVENT YOU SHOULD ATTEND THE MEETING.<PAGE>
CANNON EXPRESS, INC.
1457 Robinson
Springdale, Arkansas 72765
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 17, 1998 AND ANY ADJOURNMENTS
SOLICITATION AND REVOCATION OF PROXY
The enclosed proxy, for use only at the Annual Meeting of Shareholders to be
held at the Springdale Room, Holiday Inn & Northwest Arkansas Convention
Center, Springdale, Arkansas on Tuesday, November 17, 1998 at 10:00 a.m.,
local time, and any adjournments thereof, is solicited on behalf of the Board
of Directors of the Company. Such solicitation is being made primarily by
mail, but may also be made in person or by telephone or telegraph by
officers, directors, and regular employees of the Company. All expenses
incurred in the solicitation will be borne by the Company.
Any shareholder executing a proxy retains the right to revoke it at any time
prior to exercise at the Annual Meeting. A proxy may be revoked at any time
before it is used, upon written notice to Rose Marie Cannon, Secretary of the
Company. If not revoked, all properly executed proxies received will be
voted at the meeting in accordance with the terms of the proxy.
This proxy material is first being mailed to shareholders on or about
October 26, 1998.
OUTSTANDING STOCK AND VOTING RIGHTS
The outstanding shares of the Company as of August 31, 1998, totaled
3,192,861 Common shares. At the meeting, each Common shareholder will be
entitled to one vote, in person or by proxy, for each share of Stock owned
of record at the close of business on October 13, 1998. The stock transfer
books of the Company will not be closed.
The enclosed form of proxy provides a method for shareholders to withhold
authority to vote for any one or more of the nominees for the Board of
Directors while still granting authority to the proxy to vote for the
remaining nominees. The names of all nominees are listed on the proxy card.
If you wish to grant the proxy authority to vote for all nominees, check the
box marked "FOR" which appears above the list of nominees. If you wish to
withhold authority to vote for all nominees, check the box marked "ABSTAIN,"
also located above the list of nominees. If you wish your shares to be voted
for some nominees and not for one or more of the others, indicate the name(s)
of the nominee(s) for whom you are withholding authority by drawing a line
through such name(s).
Shareholders are not entitled to cumulative voting with respect to the
election of directors.
As noted above, the enclosed form of proxy provides a method for shareholders
to withhold authority to vote for a director and thereby abstain from voting.
If you check the box marked "ABSTAIN", shares will be voted neither for nor
against a director but will be counted for quorum purposes. Additionally,
"broker non-votes" are not relevant to the determination of a quorum or for
determining whether the proposal to elect directors has been approved. While
there may be instances in which a shareholder will wish to abstain, the Board
of Directors encourages all shareholders to vote their shares in their best
judgment and to participate in the voting process to the fullest extent
possible.<PAGE>
ELECTION OF DIRECTORS; SECURITY OWNERSHIP OF MANAGEMENT
Directors are to be elected to hold office until the next annual meeting of
shareholders or until their successors are duly elected and qualified. The
Board of Directors of the Company has recommended to the Company's shareholders
that the number of Directors which shall be authorized to manage the affairs of
the Company for the ensuing year shall be four and that the nominees listed
below be elected as directors at the Annual Meeting. Assuming a quorum is
present in person or by proxy at the annual meeting, each nominee must receive
the affirmative vote of a majority of the shares of the Company's Common Stock,
$.01 par value, which are present by proxy or in person at the Annual Meeting.
The following table sets forth the name, age, term of office as director of
the Company, and ownership of the Company's Common Stock with respect to
each nominee for election to the Board of Directors, the named directors, the
named executive officers, and of the directors and executive officers of the
Company as a group. Each of the nominees listed below served as members of
the Board of Directors during the last fiscal year.
Year First Common
Elected Shares
Nominees and Officers Age Director Owned Percentage(2)
Dean G. Cannon(1) 57 1986 1,959,316 61%
Rose Marie Cannon(1) 57 1986 1,959,316 61%
Alice L. Walton(3) 49 N/A 283,289 9%
Uvalde R. Lindsey 58 1992 * *
Roy E. Stanley 54 1987 19,790 1%
Larry L. Patrick(3) 53 N/A 52,271 2%
Duane Wormington(3) 41 N/A 24,829 1%
All current directors, nominated directors
and executive officers (8 persons) 2,370,932 74%
(1)See "Principal Shareholders"
(2)Percentage based upon 3,192,861 shares of Common Stock outstanding as of
August 31, 1998.
(3)Not a nominee for director.
* Denotes ownership of less than 1% of the total outstanding shares of
common stock.
Business Experience. The following is a brief summary of the business
experience of each of the nominees for director of the Company for at least
the past five years:
Dean G. Cannon has served as President and a Director of the Company since
its inception in 1981.
Rose Marie Cannon has served as Secretary, Treasurer and a Director of the
Company since its inception in 1981.
Uvalde R. Lindsey is an economic development consultant and Director of the
Northwest Arkansas Council, a regional organization dedicated to the economic
enhancement of Northwest Arkansas. After graduating from the University of
Arkansas, Mr. Lindsey owned and operated a chain of automotive parts stores
in Arkansas, Missouri and Oklahoma. After selling his businesses in 1983,
Lindsey served as Budget Officer to the Governor of the State of Arkansas and
as Executive Director of the Northwest Arkansas Economic Development
District.<PAGE>
Roy E. Stanley holds Bachelor of Science and Master of Arts degrees from
Memphis State University and received the degree of Juris Doctor, with
honors, in 1978 from the University of Arkansas School of Law at
Fayetteville. After engaging in the private practice of law in Springdale,
Arkansas for sixteen years, in 1994 Mr. Stanley became president of Lindsey
Management Company, Inc., a real estate management company with its principal
offices in Fayetteville, Arkansas.
Rose Marie Cannon is the wife of Dean G. Cannon. Except for the foregoing,
no family relationships exist among any of the persons named above.
The Board of Directors has no reason to believe that any nominee will be
unable or unwilling to accept nomination or to serve if elected. However,
should any nominee become unable or unwilling to accept nomination or to
serve if elected, all proxies will be voted for the election of a qualified
substitute nominated by the Board of Directors.
Committees
The Company presently does not have standing nominating committees. The
Board of Directors nominates persons for director. The Board will consider
suggestions by shareholders for names of nominees to the Board of Directors
for the fiscal year ending June 30, 2000, provided that such suggestions are
made in writing and delivered to Rose Marie Cannon, Secretary of the Company,
on or before June 30, 1999.
The Company has an audit committee which is presently composed of Dean G.
Cannon, Roy E. Stanley and Uvalde Lindsey. The Audit Committee recommends
candidates to serve as the Company's auditors, reviews the reports of the
Company's auditors, and has the authority to investigate the financial and
business affairs of the Company.
The Company has a compensation committee which is presently composed of
Uvalde R. Lindsey and Roy E. Stanley. The compensation committee makes
recommendations to the Board of Directors regarding compensation for the
President and Secretary/Treasurer of the Company.
During the past fiscal year, the Board of Directors met on three occasions,
the Audit Committee met once, and the Compensation Committee met once. <PAGE>
PRINCIPAL SHAREHOLDERS
As of October 15, 1998, the only shareholders known to the Company to own,
directly or indirectly, more than 5% of the Company's Common Stock are
reflected in the following table:
Number of Shares Percent of
Beneficially Outstanding
Name and Address Owned Shares (4)
Dean G. Cannon 1,959,316(1) 61%
1457 Robinson
Springdale, Arkansas 72764
Rose Marie Cannon 1,959,316(2) 61%
1457 Robinson
Springdale, Arkansas 72764
Fidelity Management & Research Co. 314,200(3) 10%
82 Devonshire Street
Boston, Massachusetts 02109
Alice L. Walton 283,289 9%
One McIlroy Plaza, Suite 302
Fayetteville, Arkansas 72701
(1) Includes 343,150 shares owned of record by Rose Marie Cannon, his wife,
and 1,248,186 shares held jointly by Dean and Rose Marie Cannon. Also
includes presently exercisable options to purchase 12,415 shares.
(2) Includes 343,150 shares owned of record by Dean G. Cannon, her husband,
and 1,248,186 shares held jointly by Rose Marie and Dean G. Cannon.
Also includes presently exercisable options to purchase 12,415 shares.
(3) Based on information received on Schedule 13G filed by FMR Corp. in
February 1998.
(4) Percentage based upon 3,192,861 shares of the Company's Class A Common
Stock outstanding as of August 31, 1998.
EXECUTIVE COMPENSATION
The following table is set forth with respect to all cash compensation paid
or to be paid by the Company as well as certain other compensation paid to
the Chief Executive Officer and other executive officers whose total
remuneration exceeded $100,000 during fiscal 1998.<PAGE>
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
Awards Payouts
Securities
Other Under-
Annual Restricted Lying All Other
Name and Principal Compen- Stock Options/ LTIP Compen-
Position Year Salary Bonus sation Award(s) SARs Payouts sation
($) ($) ($) ($) (#) ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Dean G. Cannon 1998 207,690(1) 240,000 -0- -0- -0-/-0- -0- -0-
President, 1997 202,617(1) 240,000 -0- -0- -0-/-0- -0- -0-
Chairman of 1996 227,204(1) 240,000 -0- -0- -0-/-0- -0- -0-
the Board
Larry L. Patrick 1998 162,880 -0- -0- -0- -0-/-0- -0- -0-
Vice-President 1997 163,045 -0- -0- -0- -0-/-0- -0- -0-
1996 160,954 -0- -0- -0- -0-/-0- -0- -0-
Duane Wormington 1998 113,720 -0- -0- -0- -0-/-0- -0- -0-
Vice-President 1997 72,433 -0- -0- -0- -0-/-0- -0- -0-
of Finance 1996 62,769 -0- -0- -0- -0-/-0- -0- -0-
(1) Amounts shown include cash and non-cash compensation earned and received
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
Number of Value of Unexercised
Number Unexercised Options In-the-Money Options
Shares at June 30, 1998 at June 30, 1998
Acquired Value Exercisable/ Exercisable/
Name on Exercise Realized Unexercisable Unexercisable
Dean G. Cannon -0- -0- 24,830 /-0-(1) $139,900/$-0-(4)
Larry L. Patrick -0- -0- 37,243 /-0-(2) $ 76,189/$-0-(4)
Duane Wormington -0- -0- 24,829 /-0-(3) $ 50,794/$-0-(4)
(1) Represent options to purchase 12,415 Common shares granted to Dean G.
Cannon and 12,415 Common shares granted to Rose Marie Cannon under
the Company's Incentive Stock Option Plan.
(2) Represent options to purchase 37,243 Common shares granted under the
Company's Incentive Stock Option Plan.
(3) Represent options to purchase 24,829 Common shares granted under the
Company's Incentive Stock Option Plan.
(4) Market value of the Company's Common Stock at 06/30/98 was $8.00 per
share. Value of unexercised options was calculated based upon the
difference between the foregoing market values and the exercise price of
the options.
Each non-officer director was paid a total of $200 for each meeting of the
Board or its committees which he attended. Directors do not receive annual
fees for attendance at meetings.<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's executive compensation program is administered by the
Compensation Committee of the Board of Directors. The members of the
compensation Committee are Uvalde R. Lindsey and Roy E. Stanley, both non-
employee directors of the company. All decisions by the Compensation
Committee relating to compensation of the Company's executive officers are
reviewed by the full board, except for decisions regarding awards under the
Company's Incentive Stock Option Plan (the "Plan"), which must be made
solely by the Committee in order for the grants to satisfy Exchange Act Rule
16b-3.
Compensation Policies
The overall compensation policy of the Company is to maximize shareholder
return by combining annual and long-term compensation to executives. The
Committee seeks to provide annual compensation which motivates executives by
recognizing and rewarding individual initiative and achievement. Long-term
compensation to executives is based on stock ownership by management.
Compensation Elements
The following alternatives were available to the Committee as compensation
elements during fiscal 1998: base salary, annual cash bonuses for fiscal
1998, and stock options granted under the Company's Plan. Compensation paid
during fiscal 1998 reflected the Committee's emphasis of determining pay on
an individualized basis.
Base Salary. Executive's base salaries are initially determined with
reference to comparable base salaries of others in the Company's industry.
Subjective measures of performance include a review of each executive's past
and anticipated level of performance. The Committee does not attempt to
relate executive salaries to objective performance-related criteria.
Cash Bonuses. The Compensation Committee determines on an annual basis
whether to award cash bonuses to executives. While no general bonus program
existed during fiscal 1998, the Compensation Committee may elect to award
bonuses to reward individual contributions. Bonuses are awarded by the
Compensation Committee based on subjective criteria, such as a review of the
executive's past and anticipated performance. The Committee does not attempt
to relate bonuses to objective performance-related criteria.
Stock Options. The Company's long-term incentive program is based on the
Company's Plan, which was approved by shareholders in 1986. Upon selection
by the Compensation Committee, the company's key employees are eligible to
participate in the Plan. In determining whether to grant options, the
Committee reviews the options previously granted and exercised under the
Plan, the Company's performance as determined in the market price of its
stock, individual performance and potential contribution to the Company and
the perceived need of providing additional long-term incentive to key
executives. Based on these criteria, no options to acquire shares of the
Company's Common Stock were granted to executive officers during fiscal 1998.<PAGE>
CEO Compensation
The compensation Committee's general approach in setting Mr. Cannon's target
annual compensation is to seek to be competitive with other companies of a
similar size in the Company's industry, to recognize and reward initiative,
overall corporate performance and managerial ability, and to provide long-
term incentive to increase shareholder value. In setting Mr. Cannon's cash
compensation, the Committee reviewed the compensation of Chief Executive
Officers of other companies in the industry. The Committee targeted Mr.
Cannon's cash compensation to fall within the range of such amounts. The
Committee also considered corporate earnings based on Mr. Cannon's efforts
during fiscal 1998. Based on these factors, the Compensation Committee
determined that a $240,000 bonus was appropriate to bring Mr. Cannon's
aggregate compensation in line with that of CEOs of similarly sized and
similarly profitable companies in the industry. The Committee believes that
Mr. Cannon's aggregate cash compensation is comparable with or below the
external marketplace.
COMPENSATION COMMITTEE
Uvalde R. Lindsey
Roy E. Stanley
Compensation Committee Interlocks and Insider Participation
There exist no interlocking relationships on the Compensation Committee
CERTAIN RELATED TRANSACTIONS
The Company leases its offices from Dean G. Cannon and Rose Marie Cannon
pursuant to a written lease entered into and effective as of September 1,
1986. The lease provides for monthly payments of $3,000, cancelable by the
Company on 30 days' notice and is on terms no less favorable to the Company
as could be obtained from an independent third party.
COMPLIANCE WITH SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than 10% of a registered class
of the Company's equity securities, to file with the Securities and Exchange
Commission reports of ownership and changes in ownership of common stock and
other equity securities of the Company. Officers, directors and greater than
10% shareholders are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely upon a review of the copies of such reports furnished to the
Company, or written representations from certain reporting persons, the
Company believes that, during the 1998 fiscal year, all filing requirements
were complied with as they apply to its officers, directors and greater than
10% beneficial owners.<PAGE>
STOCK PERFORMANCE GRAPH
The following graph sets forth the cumulative total shareholder return to the
Company's shareholders during the six-year period ended June 30, 1998, as
well as an overall stock market index (NASDAQ Market Index) and a published
industry index (NASDAQ Transportation Index).
6-93 6-94 6-95 6-96 6-97 6-98
Cannon Express 100 264 294 233 144 178
NASDAQ Transportation Index 100 102 116 131 144 171
AMEX Market Index 100 98 115 133 147 173
The stock performance graph assumes $100 was invested on July 1, 1993 and
that all dividends were reinvested. There can be no assurance that the
Company's stock performance will continue into the future with the same
or similar trends depicted in the graph above. The Company will not make
nor endorse any predictions as to future stock performance.
AUDITORS TO BE PRESENT
The Board of Directors has selected Arthur Andersen LLP to serve as the
independent auditors of the Company for the current fiscal year. A
representative of Arthur Andersen is expected to be in attendance at the
Annual Meeting and will be afforded the opportunity to make a statement.
The representative will also be available to respond to appropriate
questions.
SHAREHOLDER PROPOSALS
Effective June 29, 1998, the Securities and Exchange Commission amended Rule
14a-4(c) under the Securities and Exchange Act of 1934 (the "1934 Act")
which governs the Company's use of discretionary proxy voting authority with
respect to shareholder proposals that are not being included in the
Company's proxy solicitation materials pursuant to Rule 14a-8 of the 1934
Act. New Rule 14a-4(c)(1) provides that if a shareholder wishing to make a
proposal fails to notify the company at least 45 days prior to the month and
day of mailing of the prior year's proxy statement (or by an earlier or
later date established by an overriding advance notice provision contained
in the Company's charter or bylaws), then the management proxies named in
the form of proxy distributed in connection with Company's proxy statement
would be allowed to use their discretionary voting authority to address the
matter submitted by the proponent, without discussion of the matter in the
proxy statement. In addition, if a shareholder desires to include a
proposal in the Company's proxy statement for the 1999 Annual Meeting, the
proposal should be directed to Mr. Dean G. Cannon, Chairman of the Company's
Board of Directors, and must be received by the Company on or before May 30,
1999. Any such proposal must comply with the requirements of Rule 14a-8 of
the 1934 Act.<PAGE>
EXPENSES OF SOLICITATION
The cost of soliciting proxies will be borne by the Company. Solicitations
may be made personally, by written communications, telephone or telegraph,
and may be made by directors, officers, and regular employees of the Company
who will not receive any additional compensation, except reimbursement of
actual expenses, in connection with such solicitation.
ADDITIONAL INFORMATION AVAILABLE
Upon written request, the Company will furnish, without charge, a copy of the
Company's Annual Report on Form 10-K for the fiscal year ending June 30,
1998, as filed with the United States Securities and Exchange Commission,
including the financial statements and schedules thereto. The written
request should be sent to Mr. Dean G. Cannon, Chairman of the Company's Board
of Directors, 1457 Robinson, P.O. Box 364, Springdale, Arkansas 72765.
OTHER MATTERS
So far as is now known, there is no business other than that described above
to be presented to the shareholders for action at the meeting. Should other
business come before the meeting, votes may be cast pursuant to proxies in
respect to any such business in the best judgment of the persons acting under
the proxies.
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE URGED TO SIGN, DATE
AND RETURN PROMPTLY THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED, WHICH
REQUIRES NO ADDITIONAL POSTAGE IF MAILED IN THE UNITED STATES.
By Order of the Board of Directors
Dean G. Cannon, Chairman
October 26, 1998
