UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
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
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Filed
by the Registrant
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Filed
by a Party other than the Registrant
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Check
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Preliminary
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Confidential,
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Definitive
Proxy Statement
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(as
permitted by Rule 14a-6(e)(2))
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Definitive
Additional Materials
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Soliciting
Material Pursuant to § 240.14a-12
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EMPIRE
RESOURCES, INC.
(Name
of Registrant as Specified in its Charter)
(Name of
Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment
of filing fee (Check the appropriate box):
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computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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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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paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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Form,
schedule or registration statement no.:
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Filing
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(4
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Date
filed:
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EMPIRE
RESOURCES, INC.
One
Parker Plaza Fort Lee, New Jersey 07024
NOTICE
OF ANNUAL MEETING
Dear
Stockholder:
The
Annual Meeting of Stockholders of E
MPIRE
R
ESOURCES
, I
NC
. will be held on Tuesday,
June 24, 2008 at 11:00 a.m., local time, at the Clinton Inn Hotel, 145 Dean
Drive, Tenafly, New Jersey 07670.
The Board
of Directors has fixed the close of business on April 25, 2008 as the record
date for the annual meeting. All stockholders of record on that date
are entitled to notice of and to vote at the meeting and any postponements or
adjournments of the meeting. The Annual Meeting will be held for the
following purposes:
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To
elect a Board of Directors;
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To
ratify the appointment of our independent registered public accounting
firm to serve as our outside auditor for the year ending December 31,
2008; and
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To
consider and act upon any other matters which may properly be brought
before the annual meeting or any adjournments or postponements
thereof.
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Your vote is important
.
Please complete and return the enclosed proxy in the envelope provided whether
or not you intend to be present at the meeting in person. If you
attend the meeting, you may continue to have your shares voted as instructed in
the proxy or you may withdraw your proxy and vote your shares in
person. If you have any questions about the annual meeting, please
contact Investor Relations at (917) 408-1940.
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By
Order of the Board of Directors,
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S
ANDRA
K
AHN
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Vice
President, Chief Financial Officer,
Treasurer
and Secretary
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EMPIRE
RESOURCES, INC.
One
Parker Plaza Fort Lee, New Jersey 07024
P
R O XY S T A T E M E N T
Introduction
Our Board
of Directors (the “Board”) is soliciting proxies for the 2008 annual meeting of
stockholders. This proxy statement contains important information for
you to consider when deciding how to vote at the meeting. Please read it
carefully.
In this
proxy statement, words such as “we,” “us,” and “our” company shall mean Empire
Resources, Inc. and its subsidiaries. Our principal executive offices are
located at One Parker Plaza, Fort Lee, New
Jersey 07024. This proxy statement was first mailed to
stockholders on or about April 30, 2008.
The
annual meeting will be held on Tuesday, June 24, 2008 at 11:00 a.m., local time,
at the Clinton Inn Hotel, 145 Dean Drive, Tenafly, New Jersey 07670. You do
not need to attend the annual meeting to vote if you submit your proxy in
advance of the meeting.
Questions
and Answers
Why
am I receiving this proxy statement and proxy card?
You are
receiving a proxy statement and proxy card from us because you owned shares of
common stock of Empire Resources, Inc. (the “Company”) at the close of business
on April 25, 2008, the “record date” for the annual meeting. This
proxy statement describes matters on which we would like you, as a stockholder,
to vote. It also gives you information on these matters so that you
can make an informed decision.
What
is being voted on?
At the
annual meeting, stockholders entitled to vote will act upon the following
matters as set forth in the accompanying notice of meeting:
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election
of the Board of Directors;
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ratification
of the appointment of Eisner LLP, as the Company’s independent registered
public accounting firm, or outside auditor, for the year ending December
31, 2008; and
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any
other matters that may properly come before the
meeting.
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How
does the Board recommend I vote on the proposals?
The Board
recommends a vote FOR each of the nominees and FOR the ratification of the
appointment of Eisner LLP as our independent registered public accounting firm,
or outside auditor.
Who
is entitled to vote?
Stockholders
as of the close of business on April 25, 2008, the record date, are entitled to
vote at the annual meeting. You are a stockholder of record if you hold shares
of our common stock that are registered in your name at our transfer agent,
American Stock Transfer & Trust Co. If you hold your shares in
“street name,” or through an account with a broker, bank or similar custodial
institution, you are not considered a stockholder of record. However, you are
considered the beneficial owner of the shares held in your customer account and
therefore have a right under the federal proxy rules to direct your broker, bank
or other custodian to vote in accordance with your instructions, as explained
further below.
How
do I vote if I am a stockholder of record?
Sign and
date each proxy card you receive and return it in the prepaid
envelope. If you return your signed proxy card but do not mark the
boxes showing how you wish to vote, your shares will be voted FOR each of the
two proposals. You can also vote in person by attending the annual
meeting.
How
do I direct my broker or bank to vote if I own stock in street
name?
If you
hold your shares in street name, you should have received information from your
broker or bank on how to instruct that institution to exercise the voting rights
that attach to your shares on the matters to be presented to a vote at the
upcoming
annual meeting. If your broker or bank does not receive voting
instructions from you ten days before the meeting date, that broker or bank may
vote your shares in its discretion on the matters that will be presented to a
vote.
Can
I revoke my proxy?
If you
are a stockholder of record, you have the right to revoke your proxy at any time
before the annual meeting by:
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notifying
the Corporate Secretary, Sandra Kahn, at the address shown
above;
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voting
in person at the annual meeting; or
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returning
a later-dated proxy card.
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If you
hold your shares in street name, you should contact your broker or bank BEFORE
the 10th day prior to the annual meeting to change your voting
instructions. If you want to attend the annual meeting and vote, you
will need a valid “legal proxy” from the broker or bank holding your shares,
along with an account statement or other acceptable evidence of your ownership
of our common stock as of the close of business on April 25, 2008, the record
date for the meeting (See “Who can attend the annual meeting?”).
Who
will count the vote?
Representatives
of our transfer agent, American Stock Transfer & Trust Co., will count the
votes.
Is
my vote confidential?
Proxy
cards, ballots and voting tabulations that identify individual stockholders are
mailed or returned directly to American Stock Transfer & Trust Co., and
handled in a manner that protects your voting privacy. Your vote will
not be disclosed except: (1) as needed to permit American Stock Transfer &
Trust Co. to tabulate and certify the vote; and (2) as required by
law. Additionally, all comments written on the proxy card or
elsewhere will be forwarded to management. Your identity will be kept
confidential unless you ask that your name be disclosed.
How
many shares can vote?
As of
April 25, 2008, the record date, there were 9,826,184 shares of common stock
outstanding and entitled to vote. Every stockholder of common stock is entitled
to one vote for each share held.
What
is a “quorum”?
A
“quorum” is a majority of the shares entitled to vote at the annual meeting.
These shares must be present at the annual meeting either in person or
represented by proxy. If you submit a properly executed proxy card, even if you
abstain from voting or withhold your vote, you will be considered part of the
quorum. All “broker non-votes” will be counted in determining whether
a quorum is present. “Broker non-votes” are proxies received from
brokerage firms or other nominees holding shares on behalf of their
“street-name” clients who have not been given specific voting instructions from
their clients, and the brokerage firm or other nominee does not have or exercise
voting discretion on the matter or matters being presented to a vote under
applicable stock exchange rules. For purposes of tabulating the
voting result for any particular proposal, shares that constitute broker
non-votes are not considered entitled to vote or votes cast on that
proposal. Thus, broker non-votes will not affect the outcome of any
matter being voted on at the annual meeting, assuming that a quorum is
obtained. There will be no broker non-votes in connection with the
upcoming meeting, because brokers are authorized to vote client shares on the
matters being presented to a vote if they do not receive voting instruction on
or before the tenth (10th) day before the meeting. (See “How do I
direct my broker or bank to vote if I own stock in street name?”).
What
vote is required?
Each
share of our common stock outstanding on the record date will be entitled to one
vote on each of the nine director nominees, and one vote on each other
matter. You may vote “For” a particular nominee, or “Withhold” your
vote from that nominee. The nine nominees for election as directors
who receive the most “For” votes will be elected (Proposal 1). Approval of each
other proposal will require an affirmative vote of the majority of the shares of
common stock present or represented at the annual meeting.
Who
can attend the annual meeting?
All
stockholders as of the close of business on the record date (April 25, 2008) may
attend. Tickets are not required, but photo identification must be presented.
Stockholders who own our stock “in street name” through a broker or bank will be
required to present evidence of beneficial ownership for admission to the annual
meeting, as noted above under “Can I revoke my proxy?”.
How
will voting on any other business be conducted?
We do not
know of any business to be considered at the 2008 annual meeting other than the
proposals described in this proxy statement. If any other business is
properly presented at the annual meeting, your signed proxy card gives authority
to William Spier, our Chairman of the Board, and Nathan Kahn, our President and
Chief Executive Officer, to vote on such matters in their
discretion.
Who
are the largest principal stockholders?
As of
April 25, 2008, the record date, Nathan Kahn and Sandra Kahn together
beneficially owned 3,702,523 shares of common stock which represented 37.7% of
the then outstanding common stock.
When
are stockholder proposals for the 2009 annual meeting due?
All
stockholder proposals to be considered for inclusion in next year’s proxy
statement must be submitted in writing to Sandra Kahn, Secretary, Empire
Resources, Inc., One Parker Plaza, Fort Lee, New Jersey 07024
prior to December 29, 2008. Such proposals must also comply with
Securities and Exchange Commission (the “SEC”) regulations under Rule 14a-8
regarding the inclusion of stockholder proposals in company-sponsored proxy
materials.
All other
stockholder proposals submitted for consideration at the 2009 annual meeting,
but not intended to be included, under Rule 14a-8, in Empire’s proxy statement
must provide the information as required by our bylaws and give timely notice to
the Company’s Secretary in accordance with our bylaws, which, in general,
require that the notice be received by the Company’s Secretary:
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not
earlier than the close of business 90 days before our 2009 annual meeting,
and
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not
later than the close of business 60 days before our 2009 annual
meeting.
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Can
a stockholder nominate, or recommend for nomination, someone to be a director of
the company?
As a
stockholder, you may nominate any person for election as director by writing to
Sandra Kahn, Secretary, c/o Empire Resources, Inc., One Parker Plaza,
Fort Lee, New Jersey 07024. All nominations must be received by
the Company’s Secretary within the time period specified in our bylaws, which
generally is not less than 60 days and not more than 90 days prior to the annual
meeting, together with all supporting documentation required by the Company’s
bylaws. Each nomination must be accompanied by the name, age,
residence and business address of the person being nominated. The
nomination must also include a representation that the stockholder is a record
holder of the Company’s stock or holds the stock through a broker, a statement
of the number and class of shares held by the stockholder and by each person
being nominated by the stockholder, information regarding each nominee that
would be required to be included in a proxy statement and a description of any
arrangement or understanding between and among the stockholder and each and
every nominee. You may recommend someone for nomination as a director
by our Board of Directors by following the same procedures described
above. For further information, please see our bylaws. If
a stockholder should recommend a candidate, the Nominating Committee would
evaluate that candidate on the basis of the criteria set forth in its charter
and by such other criteria that it deems appropriate. Finally, the nominations
must include the written consent of each nominee to serve as a director, if
elected.
Who
is soliciting and paying for the solicitation of my vote?
This
proxy solicitation is being made and paid for by Empire Resources,
Inc.
PROPOSALS
YOU MAY VOTE ON
Proposal
1—Election of directors
Our Board
of Directors currently consists of nine directors, and there are nine nominees
for election this year. All of the nine nominees currently serve as
directors. A majority of the nominees for election meet the standards
of independence adopted by the American Stock Exchange. All of our
directors are elected annually, and serve a one-year term until the next annual
meeting. If any director is unable to stand for re-election, the
Board may reduce its size or designate a substitute. If a substitute
is designated, proxies voting on the original director candidate will be cast
for the substituted candidate. The nine nominees for election as
directors who receive the most votes “for” election will be
elected. A biographical description of each nominee appears
below.
The
Board of Directors unanimously recommends a vote FOR each of these
directors.
Proposal
2—Ratification of the appointment of Eisner LLP as independent
auditor.
Our audit
committee has recommended, and our Board has approved, the selection of Eisner
LLP as our independent outside auditor for the year ending December 31,
2008. Stockholder ratification of the selection of Eisner LLP as the
Company’s independent outside auditor is not required by the Company’s bylaws or
otherwise. However, the Board is submitting the selection of Eisner LLP to the
stockholders for ratification as a matter of good corporate
practice. If the stockholders fail to ratify the selection, the audit
committee will reconsider whether or not to retain that firm. Even if
the selection is ratified, the audit committee in its discretion may direct the
appointment of a different independent auditor at any time during the year if it
determines that such a change would be in the best interests of the Company and
its stockholders.
A
representative of Eisner LLP is expected to attend the annual
meeting. He will have the opportunity to speak at the meeting if he
wishes. He will also respond to appropriate questions.
The
Board of Directors unanimously recommends a vote FOR the ratification of the
appointment of Eisner LLP as our independent auditor for the year ending
December 31, 2008.
NOMINEES
FOR THE BOARD OF DIRECTORS
The
following biographical descriptions set forth certain information with respect
to the nominees for election at the annual meeting, based on information
furnished to Empire Resources by each director. The following
information is correct as of April 25, 2008.
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W
ILLIAM
S
PIER
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Director
since 1996
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Age
73
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Mr. Spier
has been a director of the Company since October 1996 and was Acting Chief
Executive Officer from November 1997 until September 1999. Mr. Spier
presently is the non-executive Chairman of the Board of the
Company. Mr. Spier has been a private investor since
1982. He also served as Chairman of DeSoto, Inc., a manufacturer and
distributor of cleaning products, from May 1991 through September 1996, and as
Chief Executive Officer of DeSoto, Inc., from May 1991 to January 1994 and from
September 1995 through September 1996. Mr. Spier retired as Vice Chairman of
Phibro-Salomon, Inc. in 1981.
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N
ATHAN
K
AHN
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Director
since 1999
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Age
53
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Mr. Kahn
has been the Chief Executive Officer, President and a director of the Company
since September 1999. Prior to that time, Mr. Kahn was the President
and a director of the Company from the time of its formation in 1984 until its
merger with Integrated Technology USA, Inc. in September 1999. Mr.
Kahn has also been the President and a director of Empire Resources Pacific Ltd.
(“Empire-Pacific”), the sales agent in Australia and New Zealand for Empire
Resources, since its formation in 1996.
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S
ANDRA
K
AHN
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Director
since 1999
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Age
50
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Ms. Kahn
has been a Vice President, the Chief Financial Officer and a director of the
Company since September 1999. Prior to that time, Ms. Kahn was the
Secretary and Treasurer and a director of the Company from the time of its
formation in 1984 until its merger with Integrated Technology USA, Inc. in
September 1999. Ms. Kahn has also been the Secretary and Treasurer and a
director of Empire-Pacific since its formation in 1996.
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H
ARVEY
W
RUBEL
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Director
since 2000
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Age
54
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Mr.
Wrubel has been the Vice President of Sales/Director of Marketing of the Company
since September 1999. Prior to that time, Mr. Wrubel was the Vice
President of Sales/Director of Marketing of the Company for more than five
years.
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JACK
BENDHEIM
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Director
since 1999
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Age
61
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Mr.
Bendheim has been a director of the Company since September 1999. He
has been the Chairman and President of Phibro Animal Health Corporation for more
than the past five years.
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PETER
G. HOWARD
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Director
since 1999
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Age
72
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Mr.
Howard has been a director of the Company since September 1999. He was the
Managing Director of Empire-Pacific since its inception in 1996 through December
2007. From 1961 to 1995, Mr. Howard held various positions within the
aluminum industry, the most recent of which was Divisional General Manager of
Comalco Rolled Products, a unit of Comalco Aluminum Ltd., an aluminum
producer.
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N
ATHAN
M
AZUREK
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Director
since 1999
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Age
46
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Mr.
Mazurek has been the President of Provident Industries, a diversified
manufacturer of electrical systems and components, for more than the past five
years.
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M
ORRIS
J. S
MITH
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Director
since 1994
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Age
50
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Since
1993, Mr. Smith has been a private investor and investment
consultant. Prior thereto, Mr. Smith was employed for a period of
more than five years by Fidelity Investments as a portfolio
manager.
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L.R.
M
ILNER
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Director
since 2005
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Age
62
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Mr.
Milner is retired. He joined Alcoa in 1968 and enjoyed a thirty-six
year career with Alcoa before retiring in 2004. He was named Director
of Corporate Development in 1987, elected a Vice- President in
1991. From 1999 until retirement he was the Officer in charge of
Alcoa's automotive businesses.
Family
Relationships
Nathan
Kahn and Sandra Kahn are husband and wife.
EXECUTIVE
OFFICERS
Our
executive officers and their ages as of April 26, 2008 are as
follows:
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Nathan
Kahn......................
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53
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Chief
Executive Officer, President and Director
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Sandra
Kahn ......................
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50
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Chief
Financial Officer, Vice President and Director
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Harvey
Wrubel ..................
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54
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Vice
President of Sales and Director
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Biographical
information with respect to Ms. Kahn and Messrs. Kahn and Wrubel is set forth
above in “Nominees for the Board of Directors.”
STATEMENT
OF CORPORATE GOVERNANCE
Our
business is managed under the direction of our Board. The directors delegate the
conduct of business to our senior management team, subject to Board
oversight.
Our
directors meet four times a year in regularly scheduled meetings or more
frequently as deemed necessary. The Board of Directors held six meetings during
2007. Board committees met as follows: the Audit Committee met four times; the
Compensation Committee met once; the Stock Options Committee did not meet and
the Nominating Committee did not meet. The Chairman of our Board of
Directors in consultation with our Chief Executive Officer usually determines
the agenda for the meetings. Each of our directors receives the agenda and
supporting information in advance of the meetings. Any of our directors may
raise other matters at the meetings. The chief executive officer, chief
financial officer and other members of senior management make presentations to
our directors at the meetings and a substantial portion of the meeting time is
devoted to directors’ discussion of these presentations. Significant matters
that require directors’ approval are voted on at the meetings.
It is our
policy that all members of the Board of Directors attend the Annual Meeting of
Stockholders in person, although we recognize that directors occasionally may be
unable to attend for personal or professional reasons. All of the members of our
Board attended the 2007 Annual Meeting of Stockholders. We generally hold a
meeting of the Board of Directors on the same date as the annual stockholder
meeting.
Our directors have access to senior
management. They may also seek independent, outside advice
.
Committee
Structure
.
The Board of Directors considers all
major decisions. The Board of Directors has established four standing committees
so that certain areas can be addressed in more depth than may be possible at a
full meeting of the Board of Directors. Each committee is chaired by an
independent, outside director
. One director at the request of the
Board of Directors received an additional fee for work performed at the request
of the Board. This work was entirely consistent with his role as a director and
had no impact on his independence. The full Board evaluates the independence of
each outside director under the applicable listing standards of the American
Stock Exchange and all other relevant securities and
other laws and regulations regarding
the criteria for being considered an “independent director
.”
Audit Committee
. The audit
committee assures the credibility of our financial reporting by providing
oversight of our financial reporting process and our internal controls. The
audit committee reports on its activities to the Board of Directors. During
2007, the audit committee held four meetings. The audit committee is comprised
of William Spier, Jack Bendheim and Nathan Mazurek. Each of the members of the
audit committee was considered independent by the full Board of Directors for
the year ended December 31, 2007, as such term is defined under the listing
standards of the American Stock Exchange and applicable Securities and Exchange
Commission (“SEC”) rules. The Board of Directors has determined that Mr.
Bendheim meets the criteria for an “audit committee financial expert” as that
term has been defined by the SEC. The audit committee has adopted a charter
pursuant to which it conducts its activities, a copy of which is available on
the Company’s website at www.empireresources.com.
Compensation Committee
. The
compensation committee advises and guides the Board of Directors in determining
the compensation of executive officers and senior management, and reviews our
general employee compensation and benefits policies and practices. During 2007,
the compensation committee held one meeting. The compensation committee is
comprised of William Spier and Jack Bendheim. The compensation
committee operates under a written charter, a copy of which is available on the
Company’s website at www.empireresources.com.
Stock Options Committee
. The
stock option committee consults with management regarding the administration of
our stock option plan and approves grants of options to directors, executive
officers and other employees. The stock option committee did not meet in 2007
and no stock options were granted during the year. The stock options committee
is comprised of William Spier, Jack Bendheim and Nathan Mazurek.
Nominating Committee
. The
nominating committee is responsible for making recommendations to the Board of
Directors of persons to serve as directors of the Company and as chairmen and
members of committees of the Board of Directors. The nominating committee is
also responsible for certain corporate governance practices, including the
development of ethical conduct standards for our directors, officers and
employees and an annual evaluation to determine whether the Board of Directors
and its committees are functioning effectively. The nominating committee
operates under a written charter, a copy of which is available on the Company’s
website at
www.empireresources.com.
The
members of the nominating committee are William Spier and Nathan Mazurek, each
of whom the Board of Directors has determined to be independent under the
listing standards adopted by the American Stock Exchange. The nominating
committee did not hold any meetings during 2007 because all of our existing
directors agreed to continue to serve as directors.
The
nominating committee expects to identify nominees to serve as directors of our
Board primarily by accepting and considering the suggestions and nominee
recommendations made by directors, management and stockholders. To date, our
nominating committee has not engaged any third parties to assist it in
identifying candidates for the Board of Directors.
The
nominating committee has not established specific minimum qualifications for
recommended nominees. However, as a matter of practice, the nominating committee
evaluates recommended nominees for directors based on their integrity, judgment,
independence, financial and business acumen, relevant experience, and their
ability to represent and act on behalf of all stockholders, as well as the needs
of the Board of Directors. The nominating committee will determine from time to
time whether the Board has special needs or requirements, including the need for
additional independent directors, financial expertise, industry expertise or
other specific knowledge or skills. The nominating committee will compile a
complete list of candidates recommended from any valid source and evaluate each
candidate. Each candidate will be evaluated in comparison to the Board’s minimum
director qualifications, which include, but are not limited to, those
individuals with the highest standards of morality, ethics and integrity, a
successful career in a related field or expertise requested by the Board, and
the ability to commit the appropriate time to the Board and committee meetings.
Each candidate will be further evaluated in the context of the current
composition of the Board.
Attendance.
All directors
attended all of the meetings of the Board and committees of the Board on which
they served. All directors attended the 2007 Annual Meeting of
Stockholders.
AUDIT
COMMITTEE REPORT
The
following report is not deemed to be part of a document filed with the SEC
pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not
to be deemed incorporated by reference in any documents filed under the
Securities Act or Exchange Act, without the express consent of the persons named
below.
Management
is responsible for the Company’s internal controls and the financial reporting
process. The registered public accounting firm serving as our independent
auditor is responsible for performing an independent audit of the Company’s
consolidated financial statements in accordance with auditing standards
generally accepted in the United States and expressing an opinion on the
conformity of those audited financial statements in accordance with accounting
principles generally accepted in the United States. The audit committee’s
responsibility is to monitor and oversee these processes. The audit committee is
also directly responsible for the appointment, compensation and oversight of the
Company’s independent auditor. The responsibilities of the audit committee are
set forth in its written charter, as adopted by the Board of
Directors. The audit committee fulfills its responsibilities through
periodic meetings with our independent auditor, internal auditors and
management.
The
members of the audit committee are not professionally engaged in the practice of
auditing or accounting and rely, without independent verification, on the
information provided to them and on the representations made to them by
management and the independent accountants. Each of the members of the audit
committee was considered independent for the year ended December 31, 2007, as
such term is defined under the listing standards of the American Stock Exchange
and as required by the SEC, including pursuant to Rule 10A-3(b)(1) of the
Exchange Act. The Board has determined that Mr. Bendheim meets the criteria for
an “audit committee financial expert” as that term has been defined by the
SEC.
Review
with Management
During
2007, the audit committee reviewed the audited financial statements and met and
held discussions with management regarding the audited financial statements.
Management has represented to the audit committee that the Company’s
consolidated financial statements were prepared in accordance with accounting
principles generally accepted in the United States.
Review
and Discussion with Independent Auditor
The audit
committee has discussed with Eisner LLP, the Company’s independent auditor,
matters required to be discussed by Statement of Auditing Standards No. 61
(Communication with Audit Committees), as adopted by the Public Company
Accounting Oversight Board in Rule 3200T. The audit committee received and
reviewed the written disclosures and the letter from the independent auditor
required by Independence Standard No. 1, Independence Discussions with Audit
Committees, as adopted by the PCAOB in Rule 3600T, and has discussed with the
auditor the auditor’s independence. The audit committee has also considered the
compatibility of non-audit services with the auditor’s
independence.
Conclusion
Based on
the audit committee’s discussion with management and the independent auditor,
the audit committee’s review of the audited financial statements, the
representations of management and the report of the independent auditor to the
audit committee, the audit committee recommends that the Board of Directors
include the audited consolidated financial statements in the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2007 for filing with
the SEC.
The audit
committee also appointed Eisner LLP to serve as independent auditor for the year
ended December 31, 2008, subject to ratification of such appointment by the
stockholders of the Company.
|
|
AUDIT
COMMITTEE:
|
|
|
Jack
Bendheim
|
|
|
Nathan
Mazurek
|
|
|
William
Spier
|
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FEES
Audit
Fees
The
aggregate fees billed by Eisner LLP for professional services rendered for the
audit of our annual financial statements for the two most recent fiscal years
ended December 31, 2007 and 2006 and for the reviews of the financial statements
included in our Quarterly Reports on Form 10-Q for the same fiscal years were
$195,000 for 2007 and were $160,000 for 2006.
Audit-Related
Fees
Eisner
LLP has not rendered any audit-related services during the years 2007 and
2006.
Tax
Fees
The
aggregate fees billed by Eisner LLP for services rendered to us for tax
compliance, tax advice and tax planning for our two most recent fiscal years
ended December 31, 2007 and 2006 were approximately $43,000 and $39,000,
respectively.
All
Other Fees
During
2007, Eisner LLP has not rendered any other services.
Audit
Fees and Tax Fees encompass all of the fees for our two most recent fiscal years
ended December 31, 2007 and 2006 for services rendered to us by Eisner
LLP.
Fee
Pre-Approval Policy
Our audit
committee has approved the engagement of Eisner LLP and has approved a budget
for audit, audit related and tax related fees for services to be rendered for
our 2008 fiscal year. The audit committee, or a member of the committee, must
pre-approve any non-audit service provided to us by our independent auditor. The
audit committee also approved the engagement of Eisner LLP for the audit
performed for our fiscal years ended December 31, 2007 and 2006. All audit and
non-audit services were delivered in accordance with our Pre-Approval
Policy.
Executive
and Director Compensation
COMPENSATION
DISCUSSION AND ANALYSIS
Overview
and Compensation Philosophy
Our
executive compensation program is administered by the Compensation Committee of
the Board of Directors (the “Compensation Committee”), which is composed
entirely of independent, non-employee directors and which makes recommendations
to the non-management directors on the Board of Directors regarding the
compensation of senior management. The executive compensation program
is designed and administered to motivate executives to enhance shareholder value
with compensation plans that are tied to Company performance as well as
individual performance, and to ensure our ability to attract and retain superior
executives by targeting executive compensation at a level competitive with other
companies in our industry or having similar size or performance
metrics. The executive officers receive a base salary, an annual
bonus of cash as well as benefits common to all of our Company’s employees as
further explained below.
As noted,
the Compensation Committee considers both objective (corporate) and subjective
(individual) performance criteria in determining the amount of each element of
the total executive compensation package. We must offer competitive
salaries and other benefits to be able to attract, retain and motivate
highly-qualified and experienced executives. We believe that cash
compensation for executives in excess of base salaries should be tied to our
performance over the preceding fiscal year covered by the proxy statement,
individual performance for that period, or some combination of each.
Accordingly, the Compensation Committee evaluates the “total mix” of corporate
and individual performance at the end of each fiscal year for each of our Named
Executive Officers (“NEOs”), with one exception as explained further below,
rather than establish specific corporate and individual performance targets at
the beginning of each fiscal year.
The
Compensation Committee also assesses the reasonableness of total compensation
levels for our NEOs each year, without the assistance of an outside compensation
consultant. This assessment is made by comparing ourselves to other
comparable companies, in order to make our compensation opportunities
competitive with what other leading organizations are providing while bearing in
mind the differences between us and other, larger companies in our industry in
terms of market capitalization, share of the product and geographic markets, and
other factors. Thus, while the Compensation Committee receives and
considers information regarding the senior executive compensation of other
public companies in the industry, these companies are not precisely comparable –
they are typically larger and use much more complex cash and non-cash
compensation schemes that make far more extensive use of equity incentives than
we do -- and therefore do not play a significant role in the Compensation
Committee’s decision making on executive compensation. We do not
issue equity compensation to our NEOs because our Chief Executive Officer, Chief
Financial Officer, and Vice President of Sales are substantial equity holders
and their incentives and interests are generally aligned with those of our other
shareholders.
In
addition to not awarding equity compensation to our executives, including but
not limited to the NEOs, we have not entered into any change-in-control
arrangements with these executives. Nor do we make available to these
executives any pension (defined benefit) plans, or deferred compensation
arrangements or any perquisites for our executive officers. These
officers do participate on the same basis as all other employees (that is, on a
non-discriminatory basis) in our (401(k)) plan and are eligible for the same
medical benefits, including health insurance, as all other
employees.
Ms. Kahn
and Messrs. Kahn and Wrubel, are however, subject to non-competition
restrictions under the terms of their respective employment
agreements. Each of Ms. Kahn’s and Mr. Kahn’s employment agreement
provides that during the Specified Period (as defined below) the employee will
not, among other things, directly or indirectly, be engaged as a principal in
any other business activity or conduct which competes with our business or be an
employee, consultant, director, principal, stockholder, advisor of, or otherwise
be affiliated with, any such business, activity or conduct. “Specified Period”
means the employee’s period of employment and the four-year period thereafter,
provided that if the employee’s employment is terminated for Disability or
without Cause (or the employee voluntarily terminates his or her employment
following a breach by the Company), the Specified Period will terminate two
years after the employee’s employment terminates. Mr. Wrubel’s
employment agreement provides that, during the employment term and for 12 months
thereafter, the employee will not, among other things, be engaged in, or be, an
employee, director, partner, principal, stockholder or advisor of any business,
activity or conduct which competes with our business. During any
period following termination of the employee’s employment the foregoing will
only apply to competition with regard to aluminum and such other commodities as
were being sold by us within six months prior to such termination.
Compensation
Committee
The
Compensation Committee is comprised solely of outside directors who satisfy the
independence requirements of the listing standards for the American Stock
Exchange, come within the definition of “non-employee directors” pursuant to
Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and are deemed
to be “outside directors” for purposes of Section 162(m) of the Internal Revenue
Code of 1986, as amended. As discussed, the Compensation Committee does not fix
performance goals for each NEO at the beginning of a particular fiscal year, as
do many larger companies, but rather waits until the end of each fiscal year to
evaluate the totality of corporate and individual performance that year in
making compensation decisions for the Chief Executive Officer and Chief
Financial Officer. As discussed below, the Compensation Committee is
bound by contract in determining the compensation of the third NEO, Mr.
Wrubel.
The
Compensation Committee reviews and approves compensation levels for our
executive officers. In evaluating the performance of members of senior
management, the Committee has access to, and in its discretion may meet with,
any of our officers or other employees. The Committee held one
meeting during the fiscal year ended December 31, 2007.
Policies
As
outlined above, our executive compensation program is designed and administered
to:
|
·
|
Motivate
executives to enhance shareholder value with compensation plans that are
tied to our performance; and
|
|
·
|
Target
executive compensation at a level to ensure our ability to attract and
retain superior executives.
|
Although
we have not made equity grants to executives (or directors) since 2004, such
grants may be possible in the future as deemed necessary or appropriate by the
Compensation Committee. Stock options and/or restricted stock may be
granted from time to time as long-term benefits to encourage the executive
officers to continue in their positions and to better align the executive
officers’ interests with those of our shareholders.
In the
case of non-employee directors, such grants would be intended to provide
additional compensation. At such times as we have issued stock
options to executives and directors under our stock option plan, all such grants
were made with an exercise price equal to the closing market price of our Common
Stock at the date of grant. No such grants, as noted, have been made since
2004.
The
Compensation Committee has discretion (except as otherwise explained below) to
determine the percent of increase (or decrease) in base salary, and the percent
of base salary to be paid as a bonus based on our performance and the individual
officer’s performance during the prior fiscal year. Among other
things, the Compensation Committee considers the individual’s contributions to
our growth, the attainment of strategic objectives (whether the objectives
relate to our product, geographic or customer diversification, expense control,
increasing inventory turn rates, increasing gross profit margins, increasing
pre-tax income or other objectives determined by the Compensation Committee or
the Board of Directors from time to time) and the management of our assets or
personnel.
The
Committee establishes the base salaries of executive officers at levels it
determines are appropriate in light of the duties and scope of responsibilities
of each officer’s position. The Committee reviews executive officer
salaries regularly, usually at least once every 12 months, and makes adjustments
as warranted to reflect continued individual contributions, sustained
performance and competitive market factors. All three of the NEOs
have baseline salary amounts guaranteed by contract, as reflected in Footnote 1
to the Summary Compensation Table, below. The Committee measures individual
contributions and performance against total annual compensation, including
incentive awards, rather than against base salary alone.
In
December 2007 Mr. Kahn and Ms. Kahn contacted the Compensation Committee and
requested that the Compensation Committee not consider any bonus for them for
the year ended December 31, 2007. The Compensation Committee agreed
with the request and informed the Board of Directors of the decision. The
compensation (bonus as well as salary, as noted above) for the Vice President of
Sales is fixed under his employment contract with us. For more
information, please see the Summary Compensation Table herein (footnote
2).
Potential
Payments Upon Termination or Change In Control
Our
employment agreements do not require us to make payments or provide other
benefits to our NEOs in the event of a change in control of our
Company. In the event of termination without cause, our Vice
President of Sales is entitled, in general, to all earned and accrued but unpaid
benefits and other compensation, plus a severance equal to the salary for the
remaining contract term.
COMPENSATION
COMMITTEE REPORT
The
following report is not deemed to be part of a document filed with the SEC
pursuant to Securities Act or the Exchange Act, and is not to be deemed
incorporated by reference in any documents filed under the Securities Act or
Exchange Act, without the express consent of the persons named
below.
The
Compensation Committee of the Board of Directors (the “Compensation Committee”)
is composed entirely of independent, non-employee directors listed
below.
The
Compensation Committee has reviewed the Compensation Discussion and Analysis and
has discussed it with management. Based on the review and discussions, the
Compensation Committee recommended to the Board of Directors that the
Compensation Discussion and Analysis be included in this proxy statement and our
Annual Report on Form 10-K.
This
report is submitted on behalf of the members of the Compensation
Committee.
|
|
COMPENSATION
COMMITTEE:
|
|
|
|
|
|
Mr.
Jack Bendheim
|
|
|
Mr.
William Spier
|
|
EXECUTIVE
COMPENSATION
|
|
The
following table summarizes certain information concerning the compensation
that we paid for the fiscal year 2007 and 2006 to our Chief Executive
Officer, Chief Financial Officer, and Vice
President:
|
Summary
Compensation Table
|
|
Year
|
Salary
(1)
|
Bonus
(2)
|
Stock
Awards
|
Option
Awards
|
Non-Equity Incentive
Compensation
|
Change in Pension
Value and Nonqualified Deferred Compensation
Earnings
|
All other Compensation
(3)
|
|
|
|
|
|
|
Total
|
|
Nathan
Kahn Chief Executive Officer and President
|
2007
|
$
500,000
|
-
|
-
|
-
|
-
|
-
|
$ 28,664
|
$ 528,664
|
|
Nathan
Kahn Chief Executive Officer and President
|
2006
|
$
500,000
|
$ 400,000
|
-
|
-
|
-
|
-
|
$ 4,000
|
$ 904,000
|
|
Sandra
Kahn Chief Financial Officer, Treasurer and Secretary
|
2007
|
$
225,000
|
-
|
-
|
-
|
-
|
-
|
$ 28,664
|
$ 253,664
|
|
Sandra
Kahn Chief Financial Officer, Treasurer and Secretary
|
2006
|
$
225,000
|
$ 100,000
|
-
|
-
|
-
|
-
|
$ 4,000
|
$ 329,000
|
|
Harvey
Wrubel Vice President of Sales
|
2007
|
$
322,575
|
$ 925,000
|
-
|
-
|
-
|
-
|
$ 5,000
|
$1,252,575
|
|
Harvey
Wrubel Vice President of Sales
|
2006
|
$
312,300
|
$
1,813,000
|
-
|
-
|
-
|
-
|
$ 4,000
|
$2,129,300
|
|
(1)
The salary amounts for each of Ms. Kahn and Messrs. Kahn and Wrubel are
provided for in each of their respective employment agreements with us.
These amounts may be increased, but not decreased, by the Board of
Directors. The base salaries provided in each of Ms. Kahn’s and Messrs.
Kahn’s and Wrubel’s employment agreements is subject to possible upward
annual adjustments based upon changes in a designated cost of living
index. For a copy of these contracts, which are filed as exhibits to our
periodic reports, please see the following reports: (a) for the
CEO and CFO see Definitive Proxy Statement relating to Merger or
Acquisition filed August 12, 1999; and (b) for the Vice President of
Sales, Annual Report on Form 10K-SB for fiscal year 1999, filed March 30,
2000 Exhibit 10.3. All of these reports are available on the
SEC’s website at www.sec.gov.
|
|
|
(2)
In general, Mr. Wrubel’s employment agreement with us entitles him to an
annual bonus equal to 10% of net margin on sales made by him reduced by
the costs attributable to those sales. See Exhibit 10.3 to
Annual Report on Form 10-KSB for fiscal year 1999, filed March 30,
2000.
|
|
|
(3)
Board of Director Fees. During 2007 Mr. Kahn and Ms. Kahn exercised
options and realized approximately $22,664 each upon exercise a total of
20,000 options.
|
|
|
162(m)
Tax Deductibility
. Section 162(m) of the Code prohibits the
deduction by a publicly held corporation of compensation paid to a
“covered employee” in excess of $1 million per year, subject to exceptions
for certain performance-based compensation. Generally, our covered
employees are those executive officers listed in the Summary Compensation
Table above. While the tax impact of any compensation arrangement is one
factor to be considered, such impact is evaluated by the Compensation
Committee in light of our overall compensation philosophy and objectives.
The Compensation Committee believes that long-term stockholder value is
enhanced by appropriately rewarding desirable corporate and individual
performance achievements and that under existing circumstances such value
may outweigh the advantages of qualifying compensation as deductible under
Section 162(m).
|
|
Outstanding
Equity Awards at Fiscal Year-End
The
following table sets forth outstanding equity awards held by the executive
officers named above at December 31, 2007, all of which were granted under our
1996 Stock Option Plan:
|
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
|
|
|
|
|
OPTION
AWARDS
|
STOCK
AWARDS
|
|
|
Number
of Securities Underlying Unexercised Options Exercisable
(#)
|
Number
of Securities Underlying Unexercised Options Unexercisable
(#)
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Unearned Options
(#)
|
Option
Exercise Price ($)
|
Option
Expiration Date
|
Number
of Shares or Units of Stock That Have Not Vested
(#)
|
Market
Value of Shares or Units of Stock That Have Not Vested
($)
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights
That Have Not Vested
(#)
|
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or
Other Rights That Have Not Vested
(#)
|
|
Nathan
Kahn
|
2,000
|
|
|
$ 3.640
|
06/14/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sandra
Kahn
|
2,000
|
|
|
$ 3.640
|
06/14/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Harvey
Wrubel
|
200,000
|
|
|
$ 1.625
|
09/17/09
|
|
|
|
|
|
|
2,000
|
|
|
$ 1.188
|
09/14/10
|
|
|
|
|
|
|
2,000
|
|
|
$ 0.980
|
10/05/11
|
|
|
|
|
|
|
2,000
|
|
|
$ 1.130
|
06/18/12
|
|
|
|
|
|
|
2,000
|
|
|
$ 1.870
|
06/13/13
|
|
|
|
|
|
|
2,000
|
|
|
$ 3.640
|
06/14/14
|
|
|
|
|
Option
Exercises and Stock Vested Table
|
Name
|
Option
Awards
|
Stock
Awards
|
|
Number
of shares acquired on exercise
(#)
|
Value
realized on exercise
($)
|
Number
of shares acquired on vesting
(#)
|
Value
realized on vesting
($)
|
|
Nathan
Kahn
|
10,000
|
$22,664
|
-
|
-
|
|
Sandra
Kahn
|
10,000
|
$22,664
|
-
|
-
|
DIRECTORS’
COMPENSATION
During
2007, the non-executive Chairman of the Board was paid $30,000 as consideration
for his services, and Mr. Nathan Mazurek was paid $35,000 as consideration for
services as an independent director at the request of the Board. In
addition each director was paid $1,000 for attendance (in person or by
telephone) at meetings of the Board of Directors, and all directors are
reimbursed for out-of-pocket expenses incurred in connection with attendance at
meetings. Director compensation is considered and reset by the Board of
Directors from time to time.
|
Name
|
Fees
Earned or Paid in Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan Compensation
($)
|
Change
in Pension Value and Nonqualified Deferred Compensation Earnings
($)
|
All
other Compensation
($)
|
Total
($
)
|
|
Jack
Bendheim
|
5,000
|
-
|
-
|
-
|
-
|
-
|
5,000
|
|
Peter
Howard
|
6,000
|
-
|
-
|
-
|
-
|
-
|
6,000
|
|
Nathan
Kahn
|
6,000
|
-
|
-
|
-
|
-
|
-
|
6,000
|
|
Sandra
Kahn
|
6,000
|
-
|
-
|
-
|
-
|
-
|
6,000
|
|
Nathan
Mazurek
|
41,000
|
-
|
-
|
-
|
-
|
-
|
41,000
|
|
L.
Rick Milner
|
5,000
|
-
|
-
|
-
|
-
|
-
|
5,000
|
|
Morris
Smith
|
6,000
|
-
|
-
|
-
|
-
|
-
|
6,000
|
|
William
Spier
|
36,000
|
-
|
-
|
-
|
-
|
-
|
36,000
|
|
Harvey
Wrubel
|
5,000
|
-
|
-
|
-
|
-
|
-
|
5,000
|
COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During
fiscal year 2007, William Spier and Jack Bendheim served on the Compensation
Committee of the Company’s Board of Directors for the entire year. No member of
the Compensation Committee was an officer or employee of the Company or any of
its subsidiaries during fiscal year 2007 or had any business relationship or
affiliation with the Company or any of its subsidiaries (other than service as a
director and in the case of Mr. Spier, service as the non-executive
chairman). During 2007 none of our executive officers served on the
compensation committee (or the equivalent), or Board of Directors, of another
entity whose executive officer(s) served on our Compensation Committee or Board
of Directors.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth as of April 20, 2008 certain information with respect
to beneficial ownership (as defined in Rule 13d-3 of the Securities and Exchange
Act of 1934) of our common stock by (i) each person that is a director and
nominee for director, (ii) each person named in the Summary Compensation Table,
above, (iii) all such persons as a group and (iv) each person known to us to be
the owner of more than 5% of our common stock.
None of
our executive officers, directors or director nominees have pledged or
collateralized shares of our common stock owned by them.
|
|
Name
and Address (1)
Directors
and Executive Officers:
|
Number
of Shares Beneficially Owned (2)
|
Percent
of Common Stock Owned
|
|
|
|
William
Spier
..........................................................................
|
46,419(3)
|
0.5%
|
|
|
|
Nathan
Kahn
.........................................................................
|
3,702,523(4)
|
37.7%
|
|
|
|
Sandra
Kahn
..........................................................................
|
3,702,523(4)
|
37.7%
|
|
|
|
Harvey
Wrubel
......................................................................
|
432,927(5)
|
4.3%
|
|
|
|
Jack
Bendheim
.......................................................................
|
0
|
*
|
|
|
|
Peter
G. Howard
....................................................................
|
12,000(6)
|
*
|
|
|
|
Nathan
Mazurek
...................................................................
|
7,000(7)
|
*
|
|
|
|
Morris
J. Smith
......................................................................
|
15,000
|
0.2%
|
|
|
|
L.
R. Milner
............................................................................
|
13,000
|
0.1%
|
|
|
|
All
officers and directors as a group (9
persons)..............
|
4,228,869(8)
|
42.0%
|
|
* Less
than 1%
(1)
Unless otherwise indicated, the address of each person listed above is c/o
Empire Resources, Inc., One Parker Plaza, Fort Lee, New Jersey
07024.
(2)
Unless otherwise indicated, each person has sole investment and voting power
with respect to the shares indicated. For purposes of this table, a person or
group of persons is deemed to have “beneficial ownership” of any shares as of a
given date which such person has the right to acquire within 60 days after such
date. For purposes of computing the percentage of outstanding shares held by
each person or group of persons named above on a given date, any security which
such person or persons has the right to acquire within 60 days after such date
is deemed to be outstanding for the purpose of computing the percentage
ownership of such person or persons, but is not deemed to be outstanding for the
purpose of computing the percentage ownership of any other person.
(3)
Includes 2,000 shares underlying options held by Mr. Spier that are currently
exercisable or that will become exercisable within 60 days.
(4)
Includes 4,000 shares underlying options held by Nathan and Sandra Kahn that are
currently exercisable or that will become exercisable within 60 days. Nathan
Kahn and Sandra Kahn share voting power and investment power with respect to all
shares reported.
(5)
Includes 210,000 shares underlying options held by Mr. Wrubel that are currently
exercisable or that will become exercisable within 60 days.
(6)
Consists of 12,000 shares underlying options held by Mr. Howard that are
currently exercisable or that will become exercisable within 60
days.
(7)
Consists of 7,000 shares underlying options held by Mr. Mazurek that are
currently exercisable or that will become exercisable within 60
days.
(8)
Includes 235,000 shares underlying options that are currently exercisable or
that will become exercisable within 60 days.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Since
January 1, 2007, the Company has not engaged in any transaction, or series of
similar transactions, in which the amount involved exceeded $120,000 or one
percent of the average of the Company’s total assets at year end for the last
two completed fiscal years and in which any of its directors, executive officers
or security holders who beneficially own in excess of 5% of the Company’s
outstanding common stock (or any of their immediate family members) had a direct
or indirect material interest. In addition, none of the Company’s
directors have any, direct or indirect, business relationships with the
Company.
Our Code
of Ethics sets forth our policies and procedures relating to transactions
between us and any of our directors, executive officers and
employees. Among other things, our Code of Ethics requires any
potential conflict of interest be reported promptly to our Compliance Officer,
who may report the conflict to the Board of Directors.
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Securities Exchange Act of 1934 requires our officers and
directors, and persons who own more than ten-percent of a registered class of
our equity securities, to file reports of ownership and changes in ownership
with the SEC. Officers, directors and greater than ten-percent stockholders are
required by SEC regulations to furnish us with copies of all Section 16(a)
reports that they file.
Based
solely upon review of the copies of such reports furnished to us and written
representations from certain of our executive officers and directors that no
other such reports were required, we believe that during the period January 1,
2007 through December 31, 2007, all Section 16 filing requirements applicable to
its officers, directors and greater than ten-percent beneficial owners were
complied with on a timely basis.
OTHER
MATTERS
Stockholder
Communications
Our
stockholders may communicate directly with the members of the Board of Directors
or the individual Chairperson of standing committees of the Board of Directors
by writing directly to the Board of Directors or any individual Board members,
c/o Empire Resources, Inc., at the following address: One Parker Plaza, Fort
Lee, New Jersey 07024. Our policy is to forward without screening any mail
received at our corporate office that is sent to the Board of Directors or any
individual Board member.
Householding
The
Securities and Exchange Commission (SEC) has adopted rules that permit companies
and intermediaries such as brokers to satisfy delivery requirements for Proxy
Statements and annual reports with respect to two or more stockholders sharing
the same address by delivering a single Proxy Statement or annual report, as
applicable, addressed to those stockholders. This process, which is
commonly referred to as "householding," potentially provides extra convenience
for stockholders and cost savings for companies. Brokers household
our proxy materials and annual reports, delivering a single Proxy Statement and
annual report to multiple stockholders sharing an address unless contrary
instructions have been received from the affected stockholders.
If at any
time you no longer wish to participate in householding and would prefer to
receive a separate Proxy Statement or annual report, or if you are receiving
multiple copies of either document and wish to receive only one, please contact
the bank, broker or nominee directly or contact us at One Parker Plaza, Fort
Lee, New Jersey 07024, or contact Investor Relations at (917)
408-1940. We will deliver promptly upon written or oral request a
separate copy of our annual report and/or Proxy Statement to a stockholder at a
shared address to which a single copy of either document was
delivered.
Code of Business Conduct and
Ethics
Our Board
of Directors has adopted a Code of Business Conduct and Ethics that applies to
all of our employees, officers and directors. The Code covers compliance with
law; fair and honest dealings with the Company, with competitors and with
others; fair and honest disclosure to the public; and procedures for compliance
with the Code. You can review our Code of Business Conduct and Ethics on our
website located at
www.empireresources.com
.
Other
Matters of Business
The Board
of Directors does not know of any matters other than those described above to be
presented to the meeting. If any other matters do come before the meeting, the
persons named in the proxy will exercise their discretion in voting
thereon.
ANNUAL
REPORT
An annual
report to stockholders, including consolidated financial statements of the
Company and its subsidiaries prepared in conformity with generally accepted
accounting principles, is being distributed to all stockholders of record with
this proxy statement.
Additional copies of our annual
report may be obtained without charge upon request to Sandra Kahn, Secretary,
Empire Resources, Inc., One Parker Plaza, Fort Lee, New Jersey
07024.
|
|
By
Order of the Board of Directors,
|
|
|
|
|
|
|
|
|
|
SANDRA
KAHN
|
|
|
|
|
Vice
President, Chief Financial Officer,
Treasurer
and Secretary
|
Fort Lee,
New Jersey
April 30,
2008
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