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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Koss Corporation | NASDAQ:KOSS | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.6201 | 25.95% | 3.01 | 3.00 | 3.10 | 3.35 | 2.3478 | 2.40 | 346,594 | 01:00:00 |
UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A INFORMATION
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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 the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Koss Corporation
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(Name of Registrant as Specified In Its Charter)
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Not Applicable
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(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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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1
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Title of each class of securities to which transaction applies:
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(2
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Aggregate number of securities to which transaction applies:
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(3
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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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(4
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Proposed maximum aggregate value of transaction:
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(5
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Total fee paid:
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* Set forth the amount on which the filing fee is calculated and state how it was determined.
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Fee 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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(1
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Amount Previously Paid:
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(2
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Form, Schedule or Registration Statement No.:
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(3
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Filing Party:
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(4
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Date Filed:
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By Order of the Board of Directors
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/s/
Elizabeth A. Uecker
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Elizabeth A. Uecker, Secretary
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Milwaukee, Wisconsin
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August 25, 2017
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•
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The highest level of personal and professional ethics, integrity and values;
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An inquiring and independent mind;
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Practical wisdom and mature judgment;
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Broad training and experience at the policy-making level in business, finance and accounting, or technology;
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Expertise that is useful to Koss and complementary to the background and experience of other Board members, so that an optimal balance and diversity of Board members can be achieved and maintained;
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Willingness to devote the required time to carrying out the duties and responsibilities of Board membership;
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Commitment to serve on the Board for several years to develop knowledge about Koss’s business;
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Willingness to represent the best interests of all stockholders and objectively appraise management performance; and
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Involvement only in activities or interests that do not conflict with the director’s responsibilities to Koss and its stockholders.
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Name
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Age
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Positions Held
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Current Position
Held Since
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Michael J. Koss
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63
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President, Chief Executive Officer
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1987
(Chief Executive Officer since 1991)
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David D. Smith
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62
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Chief Financial Officer
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2010
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John Koss, Jr.
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60
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Vice President — Sales
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1988
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Lenore E. Lillie
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58
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Vice President — Operations
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1998
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Michael J. Koss, Jr.
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32
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Vice President — Marketing and Product
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2016
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Name and Business Address (1)
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Number of
Shares
Beneficially
Owned (2)
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Percent of
Outstanding
Common
Stock (3)
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Thomas L. Doerr
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—
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*
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John C. Koss (4)
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1,992,353
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26.99
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%
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Michael J. Koss (5)
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2,660,561
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34.19
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%
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Steven A. Leveen (6)
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8,333
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*
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Theodore H. Nixon (7)
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30,000
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*
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William J. Sweasy (8)
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3,333
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*
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John C. Koss, Jr. (9)
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1,643,204
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21.53
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%
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Michael J. Koss, Jr. (10)
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65,761
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*
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Lenore E. Lillie (11)
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215,110
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2.85
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%
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David D. Smith (12)
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325,030
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4.23
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%
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All directors and executive officers as a group (9 persons) (13)
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4,093,383
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47.77
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%
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Koss Family Trust, John C. Koss, Trustee (14)
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1,984,685
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26.88
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%
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Koss Employee Stock Ownership Trust (“KESOT”) (15)
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489,459
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6.63
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%
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(*)
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Denotes beneficial ownership of less than 1%.
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(1
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Unless otherwise noted, the business address of all persons named in the above table is c/o Koss Corporation, 4129 North Port Washington Avenue, Milwaukee, WI 53212.
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(2
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Unless otherwise noted, amounts indicated reflect shares as to which the beneficial owner possesses sole voting and dispositive powers. Also included are shares subject to stock options if such options are exercisable within 60 days of August 1, 2017.
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(3
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All percentages shown in the above table are based on 7,382,706 shares outstanding and entitled to vote on August 1, 2017, plus (for Michael J. Koss, John C. Koss, Jr., Michael J. Koss, Jr., Ms. Lillie, Mr. Smith and for all directors and executive officers as a group) the respective number of options exercisable within 60 days of August 1, 2017. The percentage calculation assumes, for each individual owning options and for directors and executive officers as a group, the exercise of that number of stock options that are exercisable within 60 days of August 1, 2017.
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(4
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Includes the following shares which are deemed to be “beneficially owned” by John C. Koss: (i) 4,000 shares owned directly or by his spouse; (ii) 1,984,685 shares as a result of his position as trustee of the Koss Family Trust; and (iii) 3,668 shares by reason of the allocation of those shares to his account under the Koss Employee Stock Ownership Trust (“KESOT”) and his ability to vote such shares pursuant to the terms of the KESOT.
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(5
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Includes the following shares which are deemed to be “beneficially owned” by Michael J. Koss: (i) 1,880,978 shares owned directly or by reason of family relationships; (ii) 157,515 shares by reason of the allocation of those shares to his account under the KESOT and his ability to vote such shares; (iii) 222,068 shares as a result of his position as an officer of the Koss Foundation; and (iv) 400,000 shares with respect to which he holds options which are exercisable within 60 days of August 1, 2017.
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(6
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Includes the following shares which are deemed to be "beneficially owned" by Steven A. Leveen: (i) 5,000 shares owned directly; (ii) 3,333 shares with respect to which he holds options which are exercisable within 60 days of August 1, 2017.
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(7
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Includes the following shares which are deemed to be "beneficially owned" by Theodore H. Nixon: 30,000 shares owned directly.
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(8
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Includes the following shares which are deemed to be "beneficially owned" by William J. Sweasy: 3,333 shares with respect to which he holds options which are exercisable within 60 days of August 1, 2017.
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(9
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Includes the following shares which are deemed to be “beneficially owned” by John Koss, Jr.: (i) 1,274,041 shares owned directly or by reason of family relationships; (ii) 119,163 shares by reason of the allocation of those shares to his account under the KESOT and his ability to vote such shares; and (iii) 250,000 shares with respect to which he holds options which are exercisable within 60 days of August 1, 2017.
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(10
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Includes the following shares which are deemed to be "beneficially owned" by Michael J. Koss, Jr.: (i) 2,000 shares owned directly; (ii) 11 shares by reason of the allocation of those shares to his account under the KESOT and his ability to vote such shares; and (iii) 63,750 shares with respect to which he holds options which are exercisable within 60 days of August 1, 2017.
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(11
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Includes the following shares which are deemed to be “beneficially owned” by Lenore E. Lillie: (i) 20,088 shares owned directly; (ii) 30,022 shares by reason of the allocation of those shares to her account under the KESOT and her ability to vote such shares; and (iii) 165,000 shares with respect to which she holds options which are exercisable within 60 days of August 1, 2017.
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(12
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Includes the following shares which are deemed to be “beneficially owned” by David D. Smith: (i) 25,000 shares owned directly or by his spouse; (ii) 30 shares by reason of the allocation of those shares to his account under the KESOT and his ability to vote such shares; and (iii) 300,000 shares with respect to which he holds options which are exercisable within 60 days of August 1, 2017.
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(13
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Includes the shares which are deemed to be beneficially owned by Mr. Doerr, Michael J. Koss, Mr. Leveen, Mr. Nixon, Mr. Sweasy, John C. Koss Jr., Michael J. Koss, Jr., Ms. Lillie, and Mr. Smith.
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(14
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The Koss Family Trust was established by John C. Koss. The sole trustee is John C. Koss. The term of the Koss Family Trust is indefinite. Under the Trust Agreement, John C. Koss, as trustee, holds full voting and dispositive power over the shares held by the Koss Family Trust. All of the 1,984,685 shares held by the Koss Family Trust are included in the number of shares shown as beneficially owned by John C. Koss (
see
Note (4), above).
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(15
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The KESOT holds 489,459 shares. Authority to vote these shares is vested in the individual KESOT accounts to which they have been allocated. Principal Financial Group serves as trustee and, as such, they hold dispositive power with respect to (and are therefore deemed under applicable SEC rules to beneficially own) all 489,459 KESOT shares.
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Name & Principal Position
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Year
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Salary
($)
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Option
Awards
($) (1)
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Non-Equity
Incentive Plan
Compensation
($) (2)
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All Other
Compensation
($)
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Total ($)
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Michael J. Koss (3)
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2017
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324,167
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152,026
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—
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31,418
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507,611
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Chairman of the Board and CEO
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2016
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315,000
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119,585
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86,878
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25,221
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546,684
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John Koss, Jr. (4)
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2017
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241,008
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95,016
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62,422
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31,452
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429,898
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Vice President — Sales
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2016
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239,840
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74,741
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60,178
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27,540
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402,299
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David Smith (5)
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2017
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256,875
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62,224
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54,000
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21,547
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394,646
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Chief Financial Officer
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2016
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250,000
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40,562
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84,000
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14,619
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389,181
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Lenore Lillie (6)
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2017
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189,610
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37,334
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1,738
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17,802
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246,484
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Vice President — Operations
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2016
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184,326
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24,337
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8,303
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13,335
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230,301
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Michael J. Koss, Jr (7)
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2017
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127,917
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28,505
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961
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15,041
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172,424
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Vice President — Marketing & Product
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(1)
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Represents the aggregate grant date fair value of stock option awards calculated in accordance with FASB ASC Topic 718. See Note
12
to the Company’s consolidated financial statements for the year ended
June 30, 2017
, included in the Annual Report on Form 10-K for
2017
for the relevant assumptions used to determine the valuation of option awards.
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(2)
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For Michael J. Koss, the Company paid profit-based incentive compensation annually based on pre-tax earnings. John Koss, Jr. received performance awards based on sales. David Smith received a performance bonus as approved by the Compensation Committee. Lenore Lillie and Michael J. Koss, Jr. were paid profit-based incentive compensation quarterly based on pre-tax earnings for the quarter.
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(3)
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Michael J. Koss received $18,263 in
2017
and $12,000 in
2016
in Company matching contributions under the Company’s 401(k) Plan. Car related expenses were paid by the Company for Michael J. Koss in the amount of $2,728 in
2017
and $2,710 in
2016
, and premiums were paid by the Company for life insurance in the amount of $5,943 in
2017
and $5,408 in
2016
. Premiums paid by the Company for disability insurance were $4,177 in
2017
and
2016
.
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(4)
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John Koss, Jr. received $13,540 in
2017
and $9,069 in
2016
in Company matching contributions under the Company’s 401(k) Plan. Car leases and related expenses were paid by the Company for John Koss, Jr. in the amount of $13,983 in
2017
and $14,832 in
2016
, and premiums were paid by the Company for life insurance in the amount of $3,622 in
2017
and $3,332 in
2016
.
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(5)
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David Smith received $18,666 in
2017
and $11,738 in
2016
in Company matching contributions under the Company’s 401(k) Plan. Premiums were paid by the Company for life insurance in the amount of $2,574 in
2017
and
2016
.
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(6)
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Lenore Lillie received $17,269 in
2017
and $12,918 in
2016
in Company matching contributions under the Company’s 401(k) Plan. Premiums were paid by the Company for life insurance in the amount of $228 in
2017
and $92 in
2016
.
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(7)
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Michael J. Koss, Jr. received $14,613 in
2017
in Company matching contributions under the Company’s 401(k) Plan. Premiums were paid by the Company for life insurance in the amount of $104 in
2017
.
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Option Awards (1)
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Name
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Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
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Number
of Securities
Underlying
Unexercised
Options
(#)
Unexercisable
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Equity
Incentive
Plan Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
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Option
Exercise
Price
($)
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Option
Expiration
Date
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Michael J. Koss
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160,000
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—
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—
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$
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5.47
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7/25/2017
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120,000
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40,000
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—
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$
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5.83
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7/24/2018
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80,000
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80,000
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—
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$
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3.30
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7/23/2019
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40,000
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120,000
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—
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$
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2.83
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7/29/2020
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—
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160,000
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—
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$
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2.42
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7/27/2021
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John Koss, Jr.
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100,000
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—
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—
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$
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5.47
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7/25/2017
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75,000
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25,000
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—
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$
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5.83
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7/24/2018
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50,000
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50,000
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—
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$
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3.30
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7/23/2019
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25,000
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75,000
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—
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$
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2.83
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7/29/2020
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—
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100,000
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—
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$
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2.42
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7/27/2021
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David Smith
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50,000
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—
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—
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$
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3.90
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1/19/2020
|
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50,000
|
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|
—
|
|
|
—
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|
$
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5.24
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|
|
7/14/2020
|
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50,000
|
|
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—
|
|
|
—
|
|
|
$
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6.00
|
|
|
7/27/2021
|
|
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40,000
|
|
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10,000
|
|
|
—
|
|
|
$
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4.97
|
|
|
7/25/2022
|
|
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30,000
|
|
|
20,000
|
|
|
—
|
|
|
$
|
5.30
|
|
|
7/24/2023
|
|
|
20,000
|
|
|
30,000
|
|
|
—
|
|
|
$
|
3.00
|
|
|
7/23/2024
|
|
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10,000
|
|
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40,000
|
|
|
—
|
|
|
$
|
2.57
|
|
|
7/29/2025
|
|
|
—
|
|
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50,000
|
|
|
—
|
|
|
$
|
2.20
|
|
|
7/27/2026
|
Lenore Lillie
|
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10,000
|
|
|
—
|
|
|
—
|
|
|
$
|
7.76
|
|
|
5/8/2018
|
|
|
20,000
|
|
|
—
|
|
|
—
|
|
|
$
|
6.28
|
|
|
7/15/2019
|
|
|
25,000
|
|
|
—
|
|
|
—
|
|
|
$
|
5.24
|
|
|
7/14/2020
|
|
|
25,000
|
|
|
—
|
|
|
—
|
|
|
$
|
6.00
|
|
|
7/27/2021
|
|
|
20,000
|
|
|
5,000
|
|
|
—
|
|
|
$
|
4.97
|
|
|
7/25/2022
|
|
|
18,000
|
|
|
12,000
|
|
|
—
|
|
|
$
|
5.30
|
|
|
7/24/2023
|
|
|
12,000
|
|
|
18,000
|
|
|
—
|
|
|
$
|
3.00
|
|
|
7/23/2024
|
|
|
6,000
|
|
|
24,000
|
|
|
—
|
|
|
$
|
2.57
|
|
|
7/29/2025
|
|
|
—
|
|
|
30,000
|
|
|
—
|
|
|
$
|
2.20
|
|
|
7/27/2026
|
Michael J. Koss, Jr.
|
|
15,000
|
|
|
—
|
|
|
—
|
|
|
$
|
5.47
|
|
|
7/25/2017
|
|
|
18,750
|
|
|
6,250
|
|
|
—
|
|
|
$
|
5.83
|
|
|
7/24/2018
|
|
|
12,500
|
|
|
12,500
|
|
|
—
|
|
|
$
|
3.30
|
|
|
7/23/2019
|
|
|
6,250
|
|
|
18,750
|
|
|
—
|
|
|
$
|
2.83
|
|
|
7/29/2020
|
|
|
—
|
|
|
30,000
|
|
|
—
|
|
|
$
|
2.42
|
|
|
7/27/2021
|
•
|
Supplemental Medical Care Reimbursement Plan
. Each officer of the Company is covered by a medical care insurance plan for medical expenses incurred that are not covered under the group health insurance.
|
•
|
Employee Stock Ownership Plan and Trust
. In December 1975, the Company adopted the KESOT, which is a form of employee benefit plan designed to invest primarily in employer securities. The KESOT is qualified under Section 401(a) of the Internal Revenue Code and Michael J. Koss and David Smith currently serve as members of the KESOT Committee. All full-time employees with at least six months uninterrupted service with the Company are eligible to participate in the KESOT. Contributions to the KESOT are allocated to the accounts of participants in proportion to the ratio that a participant’s compensation bears to total compensation of all participants. Accounts are adjusted each year to reflect the investment experience of the trust and forfeitures from accounts of non-vested terminated participants. Effective July 1, 2016, contributions are immediately vested. Voting rights for all shares are passed through to the participant for whose account such shares are allocated, and must be voted by the Trustees in accordance with the participants’ direction. As of
June 30, 2017
the KESOT held
489,459
shares of Common Stock (
6.63%
of the total number of shares outstanding).
|
•
|
Retirement Agreement
. The former chairman is eligible to receive his base salary of $150,000 for the remainder of his life, whether he becomes disabled or not. The former chairman is 87 years old and began receiving payments from this benefit upon his retirement from the Company during fiscal year 2015. The Company has a deferred compensation liability of
$720,591
and
$772,026
recorded as of
June 30, 2017
and
2016
, respectively, for this arrangement.
|
•
|
Stock Option Plans
. In 2012, the Board of Directors created, and the stockholders approved, the 2012 Koss Corporation Omnibus Incentive Plan, which superseded the 1990 Flexible Incentive Plan. This plan is administered by the Compensation Committee and vests the Compensation Committee with discretionary powers to choose from a variety of incentive compensation alternatives to make annual stock-based awards to officers, key employees, consultants, and other members of the Company's management team.
|
•
|
Supplemental Executive Retirement Plan
. The Board of Directors has by resolution entered into a Supplemental Executive Retirement Plan with Michael J. Koss which calls for Michael J. Koss to receive annual cash compensation following his retirement from the Company (“Retirement Payments”) in an amount equal to 2% of the base salary of Michael J. Koss, multiplied by his number of years of service to the Company (for example, if Michael J. Koss worked 25 years, then he would be entitled to receive 50% of base salary). The base salary shall be calculated using the average base salary of Michael J. Koss during the three years preceding his retirement. The Retirement Payments are to be paid to Michael J. Koss monthly until his death, and after his death shall continue to be paid monthly to his surviving spouse until her death. The Company has a deferred compensation liability of
$1,723,827
and
$1,565,688
recorded as of
June 30, 2017
and
2016
, respectively, for this arrangement.
|
•
|
Profit Sharing Plan
. Every quarter of each fiscal year, the Company sets aside a percentage of any operating profits and distributes it to all employees (except Michael J. Koss, John Koss, Jr., David Smith and two other sales department employees eligible for sales-related bonuses) based on their hourly rate of pay. All full-time Koss employees (except Michael J. Koss, John Koss, Jr., David Smith and two other sales department employees eligible for sales-related bonuses) are eligible for profit sharing if they have been employed for the complete fiscal quarter.
|
•
|
401(k) Plan
. All employees of the Company are eligible to participate in the Company’s 401(k) Plan the beginning of the fiscal quarter after they have completed one full fiscal quarter of service. Employees are able to defer a dollar amount up to the federal yearly maximum. In
2017
, the Company matched the employee dollar deferral with a $.75 per dollar match. In 2018, the Company plans to match the employee dollar deferral with a $.75 per dollar match. Such matches are completely at the discretion of the Company. The funds that are deferred and matched are immediately 100% vested to the employee’s 401(k) account. The employees allocate their funds to a group of twenty-three funds or they may self-direct their funds to a qualified 401(k) of their choice.
|
Name
|
|
Fees
Earned
or Paid
in Cash
($)
|
|
Option Awards ($)
|
|
All Other
Compensation ($)
|
|
Total
($)
|
||||
Thomas L. Doerr
|
|
41,000
|
|
|
—
|
|
|
—
|
|
|
41,000
|
|
Michael J. Koss (1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Steven A. Leveen
|
|
28,500
|
|
|
—
|
|
|
—
|
|
|
28,500
|
|
Theodore H. Nixon
|
|
41,000
|
|
|
—
|
|
|
—
|
|
|
41,000
|
|
William J. Sweasy
|
|
36,000
|
|
|
—
|
|
|
—
|
|
|
36,000
|
|
|
AUDIT COMMITTEE
|
|
Thomas L. Doerr
|
|
Theodore H. Nixon
|
|
William J. Sweasy
|
•
|
Pay for Performance.
Our incentive program is designed to emphasize a pay-for-performance relationship. A portion of our senior executives' compensation is tied to company and individual performance. The main components of our executive compensation program are base salary and incentive awards, including both cash-based and equity-based awards. We do not provide guaranteed bonuses or stock options.
|
•
|
Alignment with Stockholder Interests.
We promote the alignment of our executives' interests with stockholder interests by focusing on key measures of long-term value creation.
|
•
|
Responsible Pay Practices.
Our executive compensation packages do not provide tax gross ups for our executives. In addition, we have adopted policies covering our executives that require compensation clawbacks in certain circumstances.
|
|
|
Fiscal Year Ended
|
||||||
|
|
June 30, 2017
|
|
June 30, 2016
|
||||
Audit Fees
|
|
$
|
147,700
|
|
|
$
|
167,380
|
|
Audit-Related Fees
|
|
—
|
|
|
—
|
|
||
Tax Fees
|
|
29,783
|
|
|
38,725
|
|
||
All Other Fees
|
|
—
|
|
|
—
|
|
||
Total
|
|
$
|
177,483
|
|
|
$
|
206,105
|
|
|
By Order of the Board of Directors
|
|
|
|
/s/ Elizabeth A. Uecker
|
|
|
|
Elizabeth A. Uecker, Secretary
|
|
|
Milwaukee, Wisconsin
|
|
August 25, 2017
|
|
Signature of Stockholder
|
|
|
Date:
|
|
|
|
|
|
|
Signature of Stockholder
|
|
|
Date:
|
|
1 Year Koss Chart |
1 Month Koss Chart |
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