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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Landmark Land Co Inc (CE) | USOTC:LLND | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0001 | 0.00 | 01:00:00 |
[ ]
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Preliminary
Proxy Statement
|
[ ]
|
Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
[x]
|
Definitive
Proxy Statement
|
[ ]
|
Definitive
Additional Materials
|
[ ]
|
Soliciting
Material Pursuant to §240.14a-12
|
Landmark
Land Company, Inc.
|
||
(Name
of Registrant as Specified In Its Charter)
|
||
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
|
||
Payment
of Filing Fee (Check the appropriate box)
|
||
[x]
|
No
fee required.
|
|
[ ]
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
|
|
(1)
|
Title
of each class of securities to which transaction
applies:
|
|
(2)
|
Aggregate
number of securities to which transaction applies:
|
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
|
|
(4)
|
Proposed
maximum aggregate value of transaction:
|
|
(5)
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Total
fee paid:
|
[ ]
|
Fee
paid previously with preliminary materials.
|
|
[ ]
|
Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
|
|
(1)
|
Amount
Previously Paid:
|
|
(2)
|
Form,
Schedule or Registration Statement No.:
|
|
(3)
|
Filing
Party:
|
|
(4)
|
Date
Filed:
|
Sincerely,
|
|
/s/ Gerald G. Barton
|
|
Chairman
and Chief Executive Officer
|
|
|
2.
|
The
ratification of Aronson & Company as the Company's independent
registered public accounting firm for the fiscal year ending December 31,
2008; and
|
BY
THE ORDER OF THE BOARD OF DIRECTORS
|
|
/s/ William W. Vaughan,
III
|
|
Assistant
Secretary
|
|
Name
and Address
|
Amount
and
|
Percent
of
|
of Beneficial Owner (2)
|
Nature of Beneficial Ownership
(1)
|
Class
|
Jim
L. Awtrey (5)
|
0
|
0%
|
Gerald
G. Barton (4)
|
1,962,078
|
25.93%
|
Bernard
G. Ille (3)
|
51,000
|
Less
than 1%
|
David
A. Sislen (3)
|
51,100
|
Less
than 1%
|
Robert
W. White (3)
|
84,186
|
1.11%
|
William
W. Vaughan, III (5)
|
503,207
|
6.65%
|
Harold
F. Zagunis (3)
|
56,200
|
Less
than 1%
|
Joe
V. Olree (5)
|
229,010
|
3.03%
|
Gary
Kerney (5)
|
376,615
|
4.98%
|
James
C. Cole (5)
|
228,810
|
3.02%
|
G.
Douglas Barton (5)
|
504,507
|
6.67%
|
All
Directors and Executive
|
||
Officers
as a group (11 persons)
|
4,046,713
|
52.10
|
Martha
B. Doherty (5)
|
503,207
|
6.65%
|
(1)
|
Includes
shares held directly, as well as shares held or controlled jointly with
family members.
|
(2)
|
The
address of each of the beneficial owners set forth above is 2817 Crain
Highway, Upper Marlboro, Maryland 20774.
|
(3)
|
Mr.
Ille, Mr. Sislen and Mr. White each have the right to acquire beneficial
ownership of 50,000 shares pursuant to the stock option agreements between
the Company and each said director dated May 1, 2006, which permit each
such director to purchase shares at an exercise price of $2.00 per share
until April 30, 2011, at which time the stock option agreement
expires. Mr. Zagunis has the right to acquire beneficial
ownership of 50,000 shares pursuant to the stock option agreement between
the Company and said director dated August 10, 2007, which permits said
director to purchase shares at an exercise price of $2.55 per share until
August 9, 2012, at which time the stock option agreement
expires.
|
(4)
|
On
May 22, 2008, Mr. Barton and his affiliates transferred 1,962,078 shares
to BDV Family, LLC which is owned by Mr. Barton’s grandchildren and which
is managed by Mr. Barton’s children. As a part of such
transfer, Mr. Barton reserved all voting and dividend rights related to
such shares during Mr. Barton’s and his wife’s
lifetimes.
|
(5)
|
On
November 18, 2006, Mr. Awtrey was granted a stock option to purchase
62,500 shares of the Company’s common stock pursuant to the 2006 Landmark
Land Company, Inc. Incentive Stock Option Plan. This stock
option may be exercised beginning on November 18, 2011 at a purchase price
of $1.60 per share with the option expiring on November 18,
2016. On May 23, 2007 Mr. Awtrey was granted a stock option to
purchase 30,000 shares of the Company’s common stock pursuant to the 2006
Landmark Land Company, Inc. Incentive Stock Option Plan. This
stock option may be exercised beginning on May 23, 2012 at a purchase
price of $2.85 per share with the option expiring on May 22,
2017. On November 30, 2007, William W. Vaughan, III, Gary R.
Kerney, James C. Cole, G. Douglas Barton, Joe V. Olree and Martha B.
Doherty were each granted a stock option to purchase 15,000 shares of the
Company’s common stock pursuant to the 2006 Landmark Land Company, Inc.
Incentive Stock Option Plan. These stock options may be
exercised beginning on November 30, 2012 at a purchase price of $1.70 per
share with the options expiring on November 29,
2017.
|
Name
|
Position(s) held with the
Company
|
Age
|
Term
of
Office Began
|
Nominees
for Director:
|
|||
Gerald
G. Barton
|
Chairman
of the Board of Directors and Chief Executive Officer
|
77
|
1971
|
Bernard
G. Ille
|
Director
|
81
|
1971
|
David
A. Sislen
|
Director
|
53
|
2005
|
Robert
W. White
|
Director
|
79
|
2003
|
William
W. Vaughan, III
|
Director,
President, General Counsel and Assistant Secretary
|
56
|
1987
|
Jim
L. Awtrey
|
Director,
Senior Vice President
|
66
|
2006
|
Harold
F. Zagunis
|
Director
|
50
|
2007
|
Executive
Officers Who Are Not Directors:
|
|||
Joe
V. Olree
|
Senior
Vice President and Chief Financial Officer
|
69
|
1982
|
James
C. Cole
|
Senior
Vice President
|
58
|
1982
|
Gary
R. Kerney
|
Senior
Vice President
|
65
|
1974
|
G.
Douglas Barton
|
Senior
Vice President
|
49
|
1984
|
|
•
|
Reviewed
and discussed with management, and the independent auditors, the Company's
audited consolidated financial statements for the fiscal year ended
December 31, 2007.
|
|
•
|
Discussed
with the independent auditors the matters required to be discussed by
Statement on Auditing Standards No. 61, as amended (AICPA,
Professional Standards
Vol. 1. AU section 380), as adopted by the Public Company
Accounting Oversight Board in Rule 3200T;
and
|
|
•
|
Received
the written disclosures and the letter from the independent auditors
required by Independence Standards Board Standard No. 1,
Independence Discussions with
Audit Committees
, as adopted by the Public Company Accounting
Oversight Board in Rule 3600T and has discussed with the independent
auditors their independence from the
Company.
|
The
Audit Committee of the Board of Directors
|
Bernard
G. Ille
|
David
A. Sislen
|
Robert
W. White
|
Harold
F. Zagunis
|
SUMMARY
COMPENSATION TABLE – 2006 THROUGH 2007
|
||||||
Annual
Compensation
|
||||||
Salary
|
Bonus
|
Option
Awards (c)
|
All
Other
Compensation
(d)
|
Total
|
||
Name
and
|
||||||
Principal
Position
|
Year
|
($)
|
($)
|
($)
|
($)
|
($)
|
Gerald
G. Barton
|
2007
|
313,419
|
-
|
-
|
14,118(e)
|
327,537
|
Chairman
of Board,
|
2006
|
312,793
|
-
|
-
|
8,397
|
321,190
|
President
and CEO (a)
|
||||||
Jim
L. Awtrey
|
2007
|
264,260
|
-
|
4,131
|
9,000
|
277,391
|
Senior
Vice President
|
2006
|
76,635(f)
|
-
|
5,429
|
-
|
82,064
|
Gary
R. Kerney
|
2007
|
264,260
|
-
|
109
|
9,000
|
273,369
|
Senior
Vice President (b)
|
2006
|
257,569
|
101,000
|
-
|
8,800
|
367,369
|
(a)
|
Amounts
paid as salary to Mr. Barton include consulting fees paid to an
entity wholly-owned by Mr. Barton and his wife.
|
(b)
|
Mr.
Kerney was granted a bonus during 2006 in the form of a new automobile
valued at $101,000.
|
(c)
|
Each
of these options was granted pursuant to the terms of The 2006 Landmark
Land Company, Inc. Incentive Stock Option Plan. For awards of
stock options, this column shows the dollar amount recognized for
financial statement reporting purposes with respect to the fiscal year as
determined in accordance with FAS 123R. The fair value of each
option award is estimated on the date of grant using a Black Scholes
Merton option valuation model that uses the assumptions shown in Note 6 to
the Consolidated Financial Statements of the Company included in the
Annual Report of the Company on Form 10-K for the fiscal year ended
December 31, 2007 filed on March 26, 2008 (a copy of which is included in
the mailing which contains this Proxy Statement).
|
(d)
|
Includes
payments by the Company to the 401(k) Plan accounts of the named
individuals.
|
(e)
|
Includes
$5,721 reimbursed during 2007 for the payment of taxes relating to
personal use of the corporate aircraft. The Company takes the
position that there is no incremental cost to the Company for personal use
of corporate aircraft, i.e., travel on a flight by a Company executive’s
relatives or acquaintances, if the primary purpose of the flight is for
the Company’s business purposes.
|
(f)
|
Mr.
Awtrey was employed by the Company for only a portion of
2006.
|
Outstanding
Equity Awards at Fiscal Year-End 2007
|
|||||||||
Option
Awards
|
Stock
Awards
|
||||||||
Name
|
Number
of Securities Underlying Unexercised Options (#)
Exercisable
|
Number
of Securities Underlying Unexercised Options (#)
Unexercisable
|
Equity
Incentive Plan Awards: Number of Securities Underlying
Unexercised Options (#)
|
Option
Exercise Price ($)
|
Option
Expiration Date
|
Number
of Shares or Units of Stock that have not Vested (#)
|
Market
Value of Shares or Units on Stock that have not Vested ($)
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or
Other Rights that have not Vested (#)
|
Equity
Incentive Plan Awards: Market or Payout Value of Unearned
Shares, Units or Other Rights that have not Vested ($)
|
(a)
|
|||||||||
Gerald
G. Barton
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Jim
L. Awtrey
|
-
|
62,500
|
-
|
1.60
|
11/17/2016
(b)
|
-
|
-
|
-
|
-
|
30,000
|
2.85
|
05/22/2017
(c)
|
|||||||
Gary
R. Kerney
|
-
|
15,000
|
-
|
1.70
|
11/29/2017
(d)
|
-
|
-
|
-
|
-
|
(a)
|
The
2006 Landmark Land Company, Inc. Incentive Stock Option Plan (the “Plan”)
was approved by the Board of Directors effective April 29, 2006, subject
to the approval of the Company’s shareholders. This approval
was granted at the November 18, 2006 Shareholders meeting and on January
9, 2007, the Company filed a registration statement on Form S-8 for the
shares covered by the Plan. Each of the options granted is
intended to be an incentive stock option under the provisions of Section
422 of the Internal Revenue Code.
|
(b)
|
This
option grant under The 2006 Landmark Land Company, Inc. Incentive Stock
Option Plan will vest on November 18, 2011.
|
(c)
|
This
option grant under The 2006 Landmark Land Company, Inc. Incentive Stock
Option Plan will vest on May 23, 2012.
|
(d)
|
This
option grant under The 2006 Landmark Land Company, Inc. Incentive Stock
Option Plan will vest on November 30,
2012.
|
The
Compensation Committee of the Board of Directors
|
Bernard
G. Ille
|
David
A. Sislen
|
Robert
W. White
|
Harold
F. Zagunis
|
Director
Compensation – 2007
|
|||||||
Name
|
Fees
Earned or Paid in Cash ($)
|
Stock
Awards ($)
|
Option
Awards($)
|
Non-equity
Incentive Plan Compensation ($)
|
Nonqualified
Deferred Compensation Earnings ($)
|
All
Other Compensation ($)
|
Total
($)
|
Gerald
G. Barton (c)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Jim
L. Awtrey (c)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Claudia
Holliman (d)
|
8,000
|
-
|
36,300(a)(b)
|
-
|
-
|
-
|
44,300
|
Bernard
G. Ille
|
12,000
|
-
|
(a)
|
-
|
-
|
-
|
12,000
|
David
G. Sislen
|
12,000
|
-
|
(a)
|
-
|
-
|
-
|
12,000
|
Robert
W. White
|
12,000
|
-
|
(a)
|
-
|
-
|
-
|
12,000
|
William
W. Vaughan, III (c) (e)
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Harold
F. Zagunis
|
5,000
|
-
|
31,386(a)(b)
|
-
|
-
|
-
|
36,386
|
(a)
|
As
of the end of 2008, each of the outside Directors had an outstanding
option to purchase 50,000 shares of the Company’s common
stock. On May 1, 2006, the Company granted each of Mr. Ille,
Mr. Sislen, Mr. White and Mr. Paul Fish (outside counsel to the Company)
stock options to acquire 50,000 shares of the Company’s common stock at a
purchase price of $2.00 per share until April 30, 2011, at which time the
stock option agreements expire. On May 23, 2007, the Company
granted Ms. Holliman a stock option to acquire 50,000 shares of the
Company’s common stock at a purchase price of $2.85 per share until its
expiration on May 23, 2012. On August 20, 2007, the Company
granted Mr. Zagunis a stock option to acquire 50,000 shares of the
Company’s common stock at a purchase price of $2.55 per share until its
expiration on August 10, 2012.
|
(b)
|
For
awards of stock options, this column shows the dollar amount recognized
for financial statement reporting purposes with respect to the fiscal year
as determined in accordance with FAS 123R. The fair value of
each option award is estimated on the date of grant using a Black Scholes
Merton option valuation model that uses the assumptions shown in Note 6 to
the Consolidated Financial Statements of the Company included in the
Annual Report of the Company on Form 10-K for the fiscal year ended
December 31, 2007 filed on March 26, 2008 (a copy of which is included in
the mailing which contains this Proxy Statement).
|
(c)
|
Mr.
Barton, Chairman and Chief Executive Officer of the Company, Mr. Awtrey,
Senior Vice President and Mr. Vaughan, the President, General Counsel and
Assistant Secretary of the Company, received no compensation during 2007
for services to the Company as inside Directors. Mr. Awtrey’s
outstanding stock options are set forth in the Executive Officer
Compensation Table set forth above.
|
(d)
|
Ms.
Holliman resigned from Landmark’s Board of Directors effective as of
December 12, 2007 due to her other business
commitments.
|
(e)
|
As
of December 31, 2007, Mr. Vaughan had an option to purchase 15,000 shares
of the Company’s common stock at $1.70 per share. The option,
which was granted pursuant to The 2006 Landmark Land Company, Inc.
Incentive Stock Option Plan, will vest on November 30, 2012 and will
expire on November 29, 2017.
|
1.
|
As
of August 31, 2008, a subsidiary of the Company, DPMG Inc., had an
obligation to pay an affiliate of Mr. Gerald G. Barton the full principal
sum of $333,600, together with accrued interest thereon (at the rate of
15% per annum) of $341,207. During the January 2006 through
August 2008 period, interest on this indebtedness in the amount of
$200,000 was paid to Mr. Barton. The Company acquired DPMG Inc.
during 2003.
|
2.
|
On
August 31, 2008, a subsidiary of the Company, South Padre Island
Development, LLC, had an obligation to pay an affiliate of Mr. Gerald G.
Barton the full principal sum of $558,475, together with accrued interest
thereon (at the rate of 12% per annum) of $408,161. During the
January 2006 through August 2008 period, no payments of principal or
interest were paid to Mr. Barton. The Company acquired South
Padre Island Development, L.P. (now South Padre Island Development, LLC)
during 2004.
|
3.
|
During
September 2005, a subsidiary of the Company, DPMG Inc., entered into an
agreement with Newco XXV, Inc. (“Newco”), an affiliate of Gerald G.
Barton, the Company chairman, whereby DPMG Inc. agreed to provide
consulting services to Newco relating to the planning, design and
development of certain real property owned by Newco. The
agreement provides that these services are to be provided at rates which
are quoted by DPMG Inc. to non-affiliated third party
entities. During the January 2006 through August 2008 period,
DPMG Inc. performed services for Newco valued at approximately $13,000
pursuant to such agreement.
|
4.
|
The
Company and its subsidiaries have employment relationships with members of
the immediate family of Gerald G. Barton and Gary R. Kerney in which
compensation amounts exceeded $120,000. Mr. Barton’s
son-in-law, William W. Vaughan, III, is employed by the Company as
President, Chief Operating Officer, General Counsel and Assistant
Secretary, with total compensation of $263,172.00 in 2007 and $255,183.28
in 2006. Mr. Barton’s son, G. Douglas Barton, is employed by
the Company as Senior Vice President, with total compensation of
$203,255.82 in 2007 and $195,346.72 in 2006; Mr. Barton’s daughter, Martha
B. Doherty, is employed by the Company as Vice President, with total
compensation of $148,672.96 in 2007. Mr. Kerney’s son, Michael
R. Kerney, is employed by the Company as Vice President, with total
compensation of $185,159.82 in 2007 and $177,520.72 in
2006.
|
2007
|
2006
|
||
Audit
fees (1)
|
$94,138
|
$92,424
|
|
Audit-related
fees (2)
|
-
|
-
|
|
Tax
fees (3)
|
-
|
-
|
|
All
other fees (4)
|
11,248
|
-
|
|
Total
|
$105,386
|
$92,424
|
(1)
|
Represents
fees for professional services rendered by the principal accountant for
the audit of the Company’s annual financial statements and review of
financial statements included in the Company’s Form 10Q or services that
are normally provided by the accountant in connection with statutory and
regulatory filings or engagements for those fiscal
years..
|
(2)
|
Represents
fees for assurance and related services by the principal accountant that
are reasonably related to the performance of the audit or review of the
Company's financial statements that are not reported as audit
fees.
|
(3)
|
Represents
fees for professional services rendered by the principal accountant for
tax compliance, tax advice and tax planning.
|
(4)
|
Represents
fees for products and services provided by the principal accountant other
than the services reported as audit fees. Audit-related fees or
tax fees. Of the $11,248 which are characterized as All other
fees, approximately $1,100 was billed for services relating to the
auditor’s consent filed as an exhibit to the Company’s Form S8 filing on
January 9, 2007 and approximately $10,150 was billed as fees for the
principal accountant’s review of a proposed acquisition which was not
consummated during 2007.
|
BY
THE ORDER OF THE BOARD OF DIRECTORS
|
|
/s/ William W. Vaughan,
III
|
|
Assistant
Secretary
|
|
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR ALL NOMINEES" FOR THE ELECTION
OF DIRECTORS AND "FOR" PROPOSAL 2.
PLEASE
SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE
MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE.
|
X
|
||||||||||||
1.
Election of Directors:
|
|||||||||||||
NOMINEES:
|
2.
|
The
ratification of the appointment of Aronson & Company as the
independent registered accounting firm for the fiscal year ending December
31, 2008.
|
For
o
|
Against
o
|
Abstain
o
|
||||||||
m |
Gerald
G. Barton
|
___
|
|||||||||||
o |
FOR
ALL NOMINEES
|
m |
Bernard
G. Ille
|
___
|
|||||||||
o |
WITHHOLD
AUTHORITY FOR
ALL
NOMINEES
|
m |
David
A.. Sislen
|
___
|
|||||||||
m |
Robert
W. White
|
___
|
|||||||||||
o |
FOR
ALL EXCEPT
(See
instructions below)
|
m |
William
W. Vaughan, III
|
___
|
|||||||||
m |
Jim
L. Awtrey
|
___
|
|||||||||||
m |
Harold
F. Zagunis
|
___
|
|||||||||||
INSTRUCTION
:
|
To
withhold authority to vote for any individual nominee(s) mark "FOR ALL
EXCEPT" and fill in the circle next to each nominee you wish to withhold,
(as shown here: (
●
). To
cumulate your vote for one or more of the above nominee(s), write the
manner in which such votes shall be cumulated in the space to the right of
the nominee(s) name(s). If you are cumulating your vote, do not
mark the circle.
|
||||||||||||
To
change the address on your account, please check the box at right and
indicate your new address in the address space above. Please
note that changes to the registered name(s) on the account may not be
submitted via this method.
|
o
|
|
|||||||||||
Signature
of Shareholder _________________________ Date _______________
|
Signature of
Shareholder__________________ Date
_______________
|
||||||||||||
Note:
|
Please
sign exactly as your name or names appear on the Proxy. When
shares are held jointly, each holder should sign. When signing
as executor, administrator, attorney, trustee or guardian, please give
full title as such. If the signer is a corporation, please sign
full corporate name by duly authorized officer, giving full title as
such. If signer is a partnership, please sign in partnership
name by authorized person.
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