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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Credit Risk Monitor Com Inc (QX) | USOTC:CRMZ | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.005 | 0.25% | 2.04 | 2.01 | 2.20 | 2.04 | 2.025 | 2.03 | 1,906 | 21:07:51 |
☑
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Filed by the Registrant
|
☐
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Filed by a Party other than the Registrant
|
☐ |
Preliminary Proxy Statement
|
☐ |
Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
☑ |
Definitive Proxy Statement
|
☐ |
Definitive Additional Materials
|
☐ |
Soliciting Material Pursuant to Section 240.14a-12
|
☑ |
No fee required
|
☐ |
Fee paid previously with preliminary materials
|
☐ |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
|
1. |
To elect four directors for the coming year;
|
2. |
To ratify the selection of CohnReznick LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023; and
|
3. |
To transact such other business as may properly come before the meeting.
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Mike Flum
|
|
Chief Executive Officer
|
|
Valley Cottage, New York
|
|
[June 6, 2023]
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WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AS SOON AS POSSIBLE. FOR SPECIFIC INSTRUCTIONS ON HOW TO VOTE YOUR SHARES, PLEASE REFER TO
THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD. ANY STOCKHOLDER MAY REVOKE A SUBMITTED PROXY AT ANY TIME BEFORE THE MEETING BY WRITTEN NOTICE TO SUCH EFFECT, BY SUBMITTING A SUBSEQUENTLY DATED PROXY OR BY ATTENDING THE MEETING AND VOTING IN
PERSON. THOSE VOTING BY INTERNET OR BY TELEPHONE MAY ALSO REVOKE THEIR PROXY BY VOTING IN PERSON AT THE MEETING OR BY VOTING AND SUBMITTING THEIR PROXY AT A LATER TIME BY INTERNET OR BY TELEPHONE.
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SUMMARY COMPENSATION TABLE
|
||||||||||||||||||||||||
Name and Principal
Position
|
Year
|
Salary
|
Bonus (1)
|
Option Awards (2)
|
All Other
Compensation
|
Total
|
||||||||||||||||||
Jerome S. Flum, Chairman and Chief Executive Officer
|
2022
2021
|
$
$
|
150,000
150,000
|
$
$
|
0
0
|
-
-
|
-
-
|
$
$
|
150,000
150,000
|
|||||||||||||||
Michael I. Flum, President
|
2022
2021
|
$
$
|
184,193
180,820
|
$
$
|
33,000
12,000
|
$
|
6,617
-
|
-
-
|
$
$
|
223,810
192,820
|
||||||||||||||
Steven Gargano, Chief Financial Officer
|
2022
2021
|
$
$
|
189,800
185,400
|
$
$
|
38,000
38,000
|
$
|
720
-
|
-
-
|
$
$
|
228,520
223,400
|
GRANTS OF PLAN-BASED AWARDS
|
|||||
Equity Grants
|
|||||
Name
|
Grant Date
|
All Other Stock
Awards:
Number of
Shares of Stock
or Units (#)
|
All Other
Option Awards:
Number of
Securities
Underlying
Options (#)
|
Exercise or Base
Price of Option
Awards ($/Sh)
|
Grant Date Fair
Value of Stock
and Option
Awards
|
Jerome S. Flum
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
Michael I. Flum
|
1/28/2022
|
N/A
|
30,000
|
$1.85
|
55,500
|
Steven Gargano
|
1/28/2022
|
N/A
|
4,000
|
$1.85
|
7,400
|
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
|
||||||||||||||||||||
Name
|
Number of Securities
Underlying
Unexercised Options
(#)
Exercisable
|
Number of Securities
Underlying
Unexercised Options
(#)
Un-exercisable
|
Equity Incentive Plan
Awards: Number of
Securities Underlying
Unexercised
Unearned Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration Date
|
|||||||||||||||
Jerome S. Flum
|
-0-
|
-0-
|
-0-
|
-0-
|
N/A
|
|||||||||||||||
Michael I. Flum
|
-0-
-0-
-0-
|
50,000
25,000
30,000
|
-0-
-0-
-0-
|
$
$
$
|
1.45
2.19
1.85
|
10-24-29
10-29-29
01-28-32
|
||||||||||||||
Steven Gargano
|
-0-
-0-
-0-
|
12,000
3,000
4,000
|
-0-
-0-
-0-
|
$
$
$
|
1.80
2.19
1.85
|
07-29-29
10-29-29
01-28-32
|
DIRECTOR COMPENSATION
|
||||||||||||
Name
|
Fees Earned or
Paid in Cash(1)
|
Option
Awards(2)
|
Total
|
|||||||||
Andrew J. Melnick
|
$
|
4,000
|
$
|
1,934
|
$
|
5,934
|
||||||
Joshua M. Flum
|
$
|
4,000
|
$
|
6,153
|
$
|
10,153
|
||||||
Richard Lippe
|
$
|
4,000
|
$
|
220
|
$
|
4,220
|
(1) |
Fees earned in 2022 was $4,000 per director. Fees paid in cash was $4,000 per director.
|
(2) |
Represents the compensations costs for financial reporting purposes for the year under ASC 718. See Note 5 to the Notes to Financial Statements for the assumptions made in determining ASC 718 values.
|
Pay Versus Performance
|
||||||||||||||||||||||||
Year(s)
(a)
|
Summary
Compensation
Table Total for
PEO
(b)
|
Compensation
Actually paid
to PEO
©
|
Average
Summary
Compensation
Table Total for
Non-PEO Named
Executive Officers
(d)
|
Average
Compensation
Actually Paid to
Non-PEO Named
Executive
Officers
(e)
|
Value of Initial
Fixed $100
Investment
Based On: Total
Shareholder
Return
(f)
|
Net Income
(g)
|
||||||||||||||||||
2022
|
$
|
150,000
|
$
|
150,000
|
$
|
226,165
|
$
|
222,497
|
$
|
142
|
$
|
1,360,238
|
||||||||||||
2021
|
$
|
150,000
|
$
|
150,000
|
$
|
208,110
|
$
|
208,110
|
$
|
72
|
$
|
3,363,704
|
Name of
Beneficial Owner
|
Amount and Nature of
Beneficial Ownership
|
Percent of
Class
|
5% or Greater Stockholders
|
||
Santa Monica Partners, L.P.
SMP Asset Management, LLC
Lawrence J. Goldstein(1)
1865 Palmer Avenue
Larchmont, NY 10538
|
693,744
|
6.47%
|
Flum Partners (2)
|
5,641,134
|
52.08%
|
Named Executive Officers
|
||
Jerome S. Flum
|
6,239,776 (4)(5)
|
57.61%
|
Michael I. Flum
|
6,500
|
-----*
|
Non-Employee Directors
|
||
Andrew J. Melnick (5)
|
57,370
|
-----*
|
Richard Lippe
|
49,903
|
-----*
|
Joshua M. Flum (6)
|
23,700
|
-----*
|
All directors and executive officers
(as a group (5 persons))
|
6,377,249 (3)(4)
|
59.48%
|
Nominee Directors
|
||
Lisa Reisman
|
----
|
----
|
Brigitte Muehlmann
|
----
|
----
|
Plan category
|
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
|
Weighted average
exercise price of
outstanding
options, warrants
and rights
|
Number of
securities
remaining available
for
future issuance
under
equity
compensation
plans (excluding
securities reflected
in
first column)
|
|||||||||
Equity compensation plans approved by stockholders
|
627,600
|
$
|
2.00
|
683,400
|
||||||||
Total
|
627,600
|
$
|
2.00
|
683,400
|
Name
|
Age
|
Principal Occupation/Position
Held with Company
|
Officer or
Director
Since
|
Jerome S. Flum
|
82
|
Chairman of the Board
|
1983
|
Andrew J. Melnick
|
81
|
Director
|
2005
|
Richard Lippe
|
84
|
Director
|
2020
|
Joshua M. Flum
|
53
|
Director
|
2007
|
Name
|
Age
|
Principal Occupation/Position
Held with Company
|
Officer
Since
|
Jerome S. Flum
|
82
|
Executive Chairman
|
1983
|
Michael I. Flum
|
36
|
Chief Executive Officer/President
|
2019
|
Steven Gargano
|
46
|
Senior Vice President/Chief Financial Officer
|
2020
|
• |
Appoint, evaluate, compensate, oversee the work of, and if appropriate terminate, the independent auditor, who shall report directly to the Committee.
|
• |
Approve in advance all audit engagement fees and terms of engagement as well as all audit and non-audit services to be provided by the independent auditor.
|
• |
Engage independent counsel and other advisors, as it deems necessary to carry out its duties.
|
Fiscal Year Ended
|
||||||||
December 31,
|
||||||||
2022
|
2021
|
|||||||
Audit fees (1)
|
$
|
152,250
|
$
|
141,500
|
||||
Audit related fees (2)
|
-
|
-
|
||||||
Tax fees (3)
|
15,750
|
13,500
|
||||||
All other fees
|
-
|
-
|
||||||
Total fees
|
$
|
168,000
|
$
|
155,000
|
(1) |
Consists of fees for services provided in connection with the audit of the Company’s financial statements and review of the Company’s quarterly financial statements.
|
(2) |
Consists of fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit fees.”
|
(3) |
Consists of fees for preparation of federal and state income tax returns.
|
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: ☒
|
KEEP THIS PORTION FOR YOUR RECORDS
|
DETACH AND RETURN THIS PORTION ONLY
|
For
All
|
Withhold
All
|
For All
Except
|
To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.
|
|||
The Board of Directors recommends you vote FOR the following:
|
||||||
|
☐
|
☐
|
☐
|
|
|
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Yes
|
No
|
|
|
|
|
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Please indicate if you plan to attend this meeting
|
☐
|
☐
|
|
|
|
|
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|
|
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Signature [PLEASE SIGN WITHIN BOX]
|
|
Date
|
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Signature (Joint Owners)
|
|
Date
|
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice
& Proxy Statement and Form 10-K are available at www.proxyvote.com.
|
|
1 Year Credit Risk Monitor Com (QX) Chart |
1 Month Credit Risk Monitor Com (QX) Chart |
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