Blueprint
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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
(Amendment No. )
Filed
by the
Registrant ☒
Filed by a Party other than the
Registrant ☐
Check
the appropriate box:
☐
|
Preliminary
Proxy Statement
|
☐
|
Confidential, For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
☒
|
Definitive
Proxy Statement
|
☐
|
Definitive
Additional Materials
|
☐
|
Soliciting
Material Pursuant to §240.14a-12
|
Payment
of Filing Fee (Check the appropriate box):
|
☒
|
No fee
required.
|
☐
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) 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)
|
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:
|
ZOOM TELEPHONICS, INC.
99 High
Street
Boston,
MA 02110
May 4,
2018
Dear
Stockholder:
You are
cordially invited to attend the Annual Meeting of Stockholders of
Zoom Telephonics, Inc. to be held on Thursday, June 21, 2018 at 99
High Street, Boston, Massachusetts 02110. The location is near
South Station in downtown Boston.
A
buffet breakfast will be available starting at 9:30 a.m. Eastern
Time, and the meeting will begin at 10:00 a.m. Some of Zoom’s
officers will be available for discussion before and after the
meeting. After the short formal part of the meeting, there will be
a business presentation and a question-and-answer
period.
We are
using the Internet as our primary means of furnishing the proxy
materials to our stockholders. This process expedites the delivery
of proxy materials and reduces our expenses.
We
recognize that many stockholders may not be able to attend the
Annual Meeting in person. In accordance with rules adopted by the
U.S. Securities and Exchange Commission, we are mailing to our
stockholders a Notice of Internet Availability of Proxy Materials
on or about May 4, 2018, which contains instructions on how
stockholders can access the proxy materials over the Internet and
vote electronically or by phone. The Notice of Internet
Availability of Proxy Materials also contains instructions
describing how stockholders can request a paper copy of our proxy
materials, including the Proxy Statement, the 2017 Annual Report
and a form of proxy card.
Whether
or not you plan to attend the Annual Meeting, we urge you to vote
your shares by using one of the voting options available to you as
described in the Notice of Internet Availability of Proxy Materials
and in our Proxy Statement. If you wish to revoke your proxy at the
meeting, you can withdraw your proxy and vote in
person.
The
Board of Directors has fixed the close of business on April 24,
2018 as the record date for determination of stockholders entitled
to notice of, and to vote at, the Annual Meeting and any
adjournments or postponements thereof.
I look
forward to seeing those of you who will be able to
attend.
ZOOM TELEPHONICS, INC.
99 High
Street
Boston,
MA 02110
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOTICE
IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Annual Meeting") of Zoom Telephonics, Inc. (the
“Company”) will be held on Thursday, June 21, 2018 at
10:00 a.m. Eastern Time at 99 High Street, Boston, Massachusetts
02110. The meeting will be held for the following
purposes:
1.
To elect seven (7)
directors to serve for the ensuing year and until their successors
are duly elected;
2.
To ratify the appointment of
Marcum LLP as the Company’s independent registered public
accounting firm for its fiscal year ending December 31,
2018;
3.
To approve by
a non-binding advisory vote the compensation of the Company’s
named executive officers (the “say-on-pay”
vote).
The
Board of Directors has fixed the close of business on April 24,
2018 as the record date for determining the stockholders entitled
to receive notice of and to vote at the Annual Meeting and any
continuation or adjournment thereof.
All
stockholders are cordially invited to attend the Annual Meeting.
Whether or not you plan to attend the Annual Meeting, you are urged
to vote by proxy in accordance with the instructions included in
the Notice of Internet Availability of Proxy Materials. Any
stockholder attending the Annual Meeting may vote in person even if
he or she has voted by proxy.
|
BY
ORDER OF THE BOARD OF DIRECTORS
|
|
|
|
Frank
B. Manning
|
|
President
|
Boston,
Massachusetts
May 4,
2018
Important Notice Regarding the Availability of Proxy Materials for
the Shareholder Meeting to be Held on
Thursday, June 21, 2018: The Proxy Statement for the Annual Meeting
and the Annual Report to
Shareholders for the year ended December 31, 2017 are
available at www.edocumentview.com/ZMTP.
|
|
|
|
IMPORTANT: YOU
ARE URGED TO SUBMIT YOUR PROXY BY INTERNET OR TELEPHONE BY
FOLLOWING THE INSTRUCTIONS FOUND ON THE NOTICE OF INTERNET
AVAILABILITY OF PROXY MATERIALS. EVEN IF YOU HAVE SUBMITTED YOUR
PROXY, YOUR PROXY MAY BE REVOKED AT ANY TIME PRIOR TO EXERCISE BY
FILING WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION, BY
EXECUTING A PROXY AT A LATER DATE, OR BY ATTENDING AND VOTING AT
THE MEETING.
|
|
|
THANK
YOU FOR ACTING PROMPTLY.
|
|
|
|
|
ZOOM TELEPHONICS, INC.
PROXY STATEMENT FOR THE 2018 ANNUAL MEETING OF
STOCKHOLDERS
TO BE HELD ON JUNE 21, 2018
INFORMATION CONCERNING SOLICITATION AND VOTING
General
The
enclosed proxy is solicited on behalf of the Board of Directors of
Zoom Telephonics, Inc., for use at the Annual Meeting of
Stockholders to be held on Thursday, June 21, 2018 at 10:00 a.m.
Eastern Time (the "Annual Meeting"), or at any continuation or
adjournment thereof, for the purposes set forth herein and in the
accompanying Notice of Annual Meeting of Stockholders. The Annual
Meeting will be held at 99 High Street, Boston, Massachusetts
02110. We intend to mail a Notice of Internet Availability of Proxy
Materials (sometimes referred to as the “Notice”) and
to make this proxy statement and Zoom's Annual Report for the year
ending December 31, 2017, available to our shareholders of
record entitled to vote at the Annual Meeting on or about May 4,
2018. In this proxy statement we refer to Zoom Telephonics, Inc. as
“Zoom,” “we,” or
“us.”
Record Date, Stock Ownership and Voting
Only
stockholders of record at the close of business on April 24, 2018,
are entitled to receive notice of and to vote at the Annual
Meeting. At the close of business on April 24, 2018 there were
outstanding and entitled to vote 15,884,040 shares of common stock,
par value $.01 per share ("Common Stock"). Each stockholder is
entitled to one vote for each share of Common Stock.
One-third of the
shares of Common Stock outstanding and entitled to vote is required
to be present or represented by proxy at the Annual Meeting in
order to constitute the quorum necessary to take action at the
Annual Meeting. Votes cast by proxy or in person at the Annual
Meeting will be tabulated by the inspector of elections appointed
for the Annual Meeting. The inspector of elections will treat
abstentions as shares of Common Stock that are present and entitled
to vote for purposes of determining a quorum. Shares of Common
Stock held of record by brokers who do not return a signed and
dated proxy or do not comply with the voting instructions will not
be considered present at the Annual Meeting, will not be counted
towards a quorum and will not be voted on any proposal. Shares of
Common Stock held of record by brokers who complete a proxy in
accordance with the instructions included in the Notice of Internet
Availability and Proxy Material or comply with the voting
instructions but who fail to vote on one or more proposals
(“broker non-votes”) will be considered present at the
Annual Meeting and will count toward the quorum but will be deemed
not to have voted on such proposal.
The
seven (7) nominees for the Board of Directors who receive the
greatest number of votes cast by stockholders present in person or
represented by proxy and entitled to vote thereon will be elected
directors of Zoom.
A
majority of the votes properly cast at the Annual Meeting will be
necessary to ratify the appointment of Marcum LLP as the
Company’s independent registered public accounting firm for
the fiscal year ending December 31, 2018. Abstentions will have the
same effect as a vote against the matter, and broker non-votes will
have no effect on the outcome of voting on this
matter.
We do
not intend to submit any other proposals to the stockholders at the
Annual Meeting. The Board of Directors was not aware, a reasonable
time before mailing of this proxy statement to stockholders, of any
other business that may properly be presented for action at the
Annual Meeting. If any other business should properly come before
the Annual Meeting, shares represented by all proxies received by
us will be voted with respect thereto in accordance with the best
judgment of the persons named as attorneys in the
proxies.
How to Vote
If you
are a shareholder of record, you may vote in person at the Annual
Meeting. We will give you a ballot when you arrive.
If you
do not wish to vote in person or you will not be attending the
Annual Meeting, you may vote by proxy. You may vote by proxy over
the Internet, over the telephone or by mail. The procedures for
voting by proxy are as follows:
●
To vote by proxy
over the Internet go to the web address listed on the Notice of
Internet Availability of Proxy Materials; or
●
To vote by proxy
over the telephone, dial the toll-free phone number listed on the
Notice of Internet Availability of Proxy Materials under the
heading “Telephone” and following the recorded
instructions; or
●
To vote by written
proxy you must request a printed copy of these proxy materials by
mail at no cost to you as indicated on the Notice of Internet
Availability of Proxy Materials. Complete, sign and date your proxy
card and return it promptly in the envelope.
Revocability of Proxies
Any
person giving a proxy in the form accompanying this proxy statement
has the power to revoke it at any time before the final vote. A
person’s proxy vote may be revoked by filing a written notice
of revocation with the Secretary of Zoom at Zoom's headquarters, 99
High Street, Boston, Massachusetts 02110, by duly executing a proxy
bearing a later date, or by attending the Annual Meeting and voting
in person.
Solicitation
All
costs of this solicitation of proxies will be borne by Zoom. Zoom
may reimburse banks, brokerage firms and other persons representing
beneficial owners of shares for their reasonable expenses incurred
in forwarding solicitation materials to such beneficial owners.
Solicitation of proxies by mail may be supplemented by telephone,
fax, electronic mail, or personal solicitations by directors,
officers, or employees of Zoom. No additional compensation will be
paid for any such services. Zoom may engage a professional proxy
solicitation firm to assist in the proxy solicitation and, if so,
will pay such solicitation firm customary fees plus
expenses.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
A Board
of seven (7) directors is to be elected at the Annual Meeting. The
Board of Directors, upon the recommendation of the Nominating
Committee, has nominated the persons listed below for election as
directors of Zoom, all of whom have been nominated for
re-election:
Unless
otherwise instructed, the proxy holders will vote the proxies
received by them for the nominees named above. All nominees are
currently directors of Zoom. In the event that any nominee is
unable or unwilling to serve as a director at the time of the
Annual Meeting, the proxies will be voted for the nominee, if any,
who shall be designated by the present Board of Directors to fill
the vacancy. It is not expected that any nominee will be unable or
unwilling to serve as a director. The proposed nominees are not
being nominated pursuant to any arrangement or understanding with
any person. Each director elected will hold office until the next
Annual Meeting or until his successor is duly elected or appointed
and qualified, unless his office is earlier vacated in accordance
with the Certificate of Incorporation of Zoom or he becomes
disqualified to act as a director. The seven (7) nominees who
receive the greatest number of votes cast by stockholders present,
in person or by proxy, and entitled to vote at the Annual Meeting,
will be elected directors of Zoom.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”
THE
ELECTION OF THE SEVEN NOMINEES SET FORTH ABOVE.
BOARD OF DIRECTORS AND MANAGEMENT
Information Regarding the Board of Directors
The
Board of Directors currently consists of seven members. George
Patterson resigned from the Board of Directors and the Audit
Committee on February 23, 2018 in order to comply with the
requirements of his new employer. Derek Elder was appointed a
Director on April 26, 2018. At each meeting of stockholders,
Directors are elected for a one-year term. The following table and
biographical descriptions set forth information regarding the
current members of the Board of Directors.
Name
|
|
Principal
Occupation
|
|
Frank B.
Manning
|
69
|
Chief Executive
Officer, President and Chairman of the Board of Zoom Telephonics,
Inc.
|
1977
|
Peter R.
Kramer(2),
(3)
|
66
|
Artist
|
1977
|
Robert
Crowley(1),(3)
|
78
|
Financial
Consultant
|
2014
|
Joseph J.
Donovan(1), (2),
(3)
|
69
|
Adjunct Professor
at Suffolk University's Sawyer School of Management
|
2005
|
Derek J.
Elder
|
47
|
Managing Director
of Sky Advisors
|
2018
|
Philip
Frank(1)(2)
|
47
|
President and CEO
of AirSense Wireless
|
2015
|
Peter
Sykes
|
72
|
Personal
Investor
|
2016
|
(1)
Current members of the Audit Committee
effective November 2, 2015 except Phil Frank who was elected
effective February 27, 2018. Chair, Robert
Crowley.
(2)
Current members of the Compensation Committee
effective April 25, 2017. Chair, Peter Kramer.
(3)
Current members of the Nominating Committee
effective November 2, 2015. Chair, Joseph
Donovan.
Frank B.
Manning is a co-founder of
our company. Mr. Manning has been our President, Chief
Executive Officer, and a Director since May 1977. He has
served as our Chairman of the Board of Directors since 1986. He
earned his BS, MS and PhD degrees in Electrical Engineering from
the Massachusetts Institute of Technology, where he was a National
Science Foundation Fellow. Mr. Manning was a director of Microtouch
Systems from 1993 until its acquisition by 3M in 2001. From 1998
through late 2006 Mr. Manning was also a director of the
Massachusetts Technology Development Corporation, a public purpose
venture capital firm that invests in seed and early-stage
technology companies in Massachusetts. Mr. Manning is the
brother of Terry Manning, our vice president of sales and
marketing. From 1999 to 2005 Mr. Manning was a Director of
Intermute, a company that Zoom co-founded and that was sold to
Trend Micro Inc., a subsidiary of Trend Micro Japan.
Mr. Manning was a Director of Unity Business Networks, a
hosted VoIP service provider, from Zoom's investment in
July 2007 until Unity’s acquisition in
October 2009. Mr. Manning’s extensive experience as
our Chief Executive Officer, as well as his overall experience and
professional skills in electronics and business, enable him to
capably serve as Chairman of Zoom’s Board of
Directors.
Peter R. Kramer is a co-founder of Zoom
and has been a Director of Zoom since May 1977.
Mr. Kramer also served as our Executive Vice President from
May 1977 until November 2009, when he retired from this
position. He earned his B.A. degree in 1973 from SUNY Stony Brook
and his Master’s in Fine Art degree from C.W. Post College in
1975. From 1999 to 2005 Mr. Kramer was a Director of
Intermute, a company that Zoom co-founded and that was sold to
Trend Micro Inc., a subsidiary of Trend Micro Japan.
Mr. Kramer was a member of the Board of Directors of Zoom
Technologies, Inc. from 1977 until September 2009.
Mr. Kramer’s experience as our co-founder and as
Executive Vice President with Zoom for over thirty years enables
him to bring a well informed perspective to our Board of
Directors.
Robert Crowley joined Zoom as a
Director in January 2014. He has been Principal at Crowley Capital
Strategies since he founded the company in 2011. Crowley Capital
Strategies is a consulting company that works with early stage
companies, helping them to develop their business models and
financial strategies. Previously, Mr. Crowley was President of
Massachusetts Technology Development Corporation. (MTDC). He had
been associated with MTDC since its inception in 1978, serving as
Executive Vice President and Chief Investment Officer until
becoming President in 2002. Over the span of Mr. Crowley’s
time with MTDC, the firm invested $115 million in 126 companies
including Zoom Telephonics. Mr. Crowley is the former Chairman of
the SBANE (Smaller Business Association of New England) Educational
Center. He is a former Chairman of the MIT Enterprise Forum, and a
former Chairman of SBANE. Mr. Crowley has spent most of his career
in finance, initially as a commercial banker with The Shawmut Bank.
He earned a BA from Fairfield University and an MBA from Boston
College. Mr. Crowley’s extensive experience with business and
finance, particularly for smaller companies, enables him to capably
serve on our Board of Directors.
Joseph J. Donovan has been a Director
of Zoom since 2005. From March 2004 through
September 2009 Mr. Donovan served as the Director of
Education Programs of Suffolk University's Sawyer School of
Management on the Dean College campus, where he was responsible for
the administration of undergraduate and graduate course offerings
at Dean College. Mr. Donovan serves as an adjunct faculty
member at Suffolk University's Sawyer School of Management. He
teaches Money and Capital Markets, Managerial Economics, and
Managerial Finance in the Graduate School of Business
Administration at Suffolk University. Mr. Donovan served as
the Director of Emerging Technology Development for the
Commonwealth of Massachusetts' Office of Emerging Technology from
January 1993 through October 2004. Mr. Donovan also
served as a Director of the Massachusetts Technology Development
Corporation, the Massachusetts Emerging Technology Development
Fund, and the Massachusetts Community Development Corporation. He
received a Bachelor of Arts in Economics and History from St.
Anselm College in Manchester, N.H. and a Master's Degree in
Economics and Business from the University of Nebraska.
Mr. Donovan was a member of the Board of Directors of Zoom
Technologies, Inc. from 2005 until September 2009.
Mr. Donovan adds a unique perspective to our Board of
Directors which he gained through his experience both as an
educator and a leader in the Massachusetts high technology
community.
Derek J. Elder
has been a Director of Zoom since
April 26, 2018. He is Managing Director of Sky Advisors LLC,
a boutique strategic advisory firm. From November 2014 to
December 2017, Mr. Elder was President, CEO, and Director of
Concurrent, a NASDAQ-traded technology firm until the sale of
company’s operations in December 2017. From July
2005 to November 2014, Mr. Elder served in a variety of executive
roles at ARRIS Group, Inc. including as Senior Vice President &
General Manager of the DOCSIS CPE & Retail business unit,
Senior Vice President of Product Management and Marketing of the
Broadband Communications Systems Division, and Senior Vice
President of North American Sales. Prior to ARRIS,
Mr. Elder was a technology and business leader at Tropic
Networks, Cisco Systems and Narad Networks, Inc. Mr. Elder
has served on a variety of public, private, and non-profit boards
including Zenverge, Celeno, and The Emma Bowen Foundation. He has a
Bachelor of Science degree from The University of Maryland
University College, Master of Business Administration degree from
The Pennsylvania State University, and is a NACD Governance Fellow
with the National Association of Corporate Directors.
Mr. Elder’s extensive experience
in senior leadership positions with companies in Zoom’s
industry makes him a valuable addition to Zoom’s board and
enables him to capably serve on our Board of
Directors.
Philip Frank
is a technology executive with over 20
years of experience. He has been a Director of Zoom since September 22,
2015. He has served as President and CEO of AirSense Wireless
since September 2016. Prior to that, he was Zoom's Chief
Financial Officer from September 2015 to July 2016. From
February 2005 to December 2014 he worked for the Nokia Corporation
including Nokia Siemens Networks, based in London, UK. At
Nokia, Mr. Frank was most recently the Global Head of Corporate
Development and M&A. Earlier in his career Mr. Frank was
an executive with AT&T Wireless as well as having worked with
global advisory firms DiamondCluster International and
Accenture. He received a Master’s in Business
Administration from the University of Michigan Ross School of Business. Mr. Frank’s
extensive experience as a senior financial and development
executive with the world’s largest telecommunications service
provider and with the world’s largest infrastructure vendor
provides Zoom with topical industry expertise and a valuable
perspective regarding financial management, strategy, development
and sales.
Peter Sykes has been a Director of Zoom
since October 24, 2016. Mr. Sykes is a British entrepreneur
and investor. Mr. Sykes had a successful corporate career with Dell
Inc., from 1992 to 2002 initially setting up the Dell subsidiaries
in Switzerland and Austria and later developing the Dell Global
Enterprise Program across Europe. Subsequently, Mr. Sykes
spearheaded Dell's development of Thailand, Korea and India.
Since 2002 Mr. Sykes has managed his personal investment portfolio.
Mr. Sykes has a wealth of experience developing electronics
hardware sales channels enabling him to capably serve on our Board
of Directors.
Our Other Executive Officers
The
names and biographical information of our current executive
officers who are not members of our Board of Directors are set
forth below:
Name
|
|
Age
|
|
Position with
Zoom
|
Terry
J. Manning
|
|
67
|
|
Vice
President of Sales and Marketing
|
Deena
Randall
|
|
64
|
|
Vice
President of Operations
|
Terry J. Manning joined us in 1984 and
served as corporate communications director from 1984 until 1989,
when he became the director of our sales and marketing department.
Terry Manning is Frank Manning's brother. Terry Manning earned his
BA degree from Washington University in St. Louis in 1974 and his
MPPA degree from the University of Missouri at St. Louis in
1977.
Deena Randall joined us in 1977.
Ms. Randall has served in various senior positions within our
organization and has directed our operations since 1989.
Ms. Randall earned her BA degree from Eastern Nazarene College
in 1975.
Board of Directors' Meetings, Structure and Committees
The
Board of Directors held four (4) meetings during the year ending
December 31, 2017. Each director attended at least 75% of the
meetings of the Board of Directors and each Committee on which he
served. All of Zoom's directors are encouraged to attend Zoom's
Annual Meeting of stockholders. There was one director in
attendance at the 2017 Annual Meeting.
Standing committees
of the Board include an Audit Committee, a Compensation Committee
and a Nominating Committee. As of December 31, 2017,
Messrs. Donovan, Crowley and Patterson served as the members
of the Audit Committee. Effective February 27, 2018, Mr. Frank
replaced Mr. Patterson on the Audit Committee. Mr. Crowley serves
as chairman of the Audit Committee. Messrs. Donovan, Kramer
and Frank served as members of the Compensation Committee with Mr.
Kramer presiding as chairman. Messrs. Donovan, Crowley and
Kramer served as the members of the Nominating Committee with Mr.
Donovan presiding as chairman.
Board Independence. The Board of
Directors has reviewed the qualifications of Messrs. Crowley,
Donovan, Kramer, Elder and Sykes and has determined that each
individual is "independent" as such term is defined under the
current listing standards of the Nasdaq Stock Market. In addition,
each member of the Audit Committee is independent as required under
Section 10A(m)(3) of the Securities Exchange Act of 1934, as
amended.
Structure of the Board of Directors.
Mr. Manning serves as our Chief Executive Officer and Chairman
of the Board. The Board of Directors believes that having our Chief
Executive Officer serve as Chairman of the Board facilitates the
Board of Directors’ decision-making process because
Mr. Manning has first-hand knowledge of Zoom’s
operations and the major issues facing the company. In addition,
the Board of Directors believes this structure makes sense
considering the size of Zoom’s operations. This structure
also enables Mr. Manning to act as the key link between the
Board of Directors and other members of management. The Board of
Directors has not designated a lead independent
director.
The Board of Directors’ Role in Risk
Oversight. The Board of Directors oversees our risk
management process. This oversight is primarily accomplished
through the Board of Directors’ committees and
management’s reporting processes, including receiving regular
reports from members of senior management on areas of material risk
to the company, including operational, financial and strategic
risks. The Audit Committee focuses on risks related to accounting,
internal controls, and financial and tax reporting and related
party transactions. The Audit Committee also assesses economic and
business risks and monitors compliance with ethical standards. The
Compensation Committee identifies and oversees risks associated
with our executive compensation policies and
practices.
Audit Committee. Messrs. Donovan,
Frank and Crowley are currently the members of the Audit Committee.
The Board of Directors has determined that Mr. Crowley
qualifies as an "audit committee financial expert" as defined by
applicable rules of the Securities and Exchange
Commission.
The
Audit Committee operates under a written charter adopted by the
Board of Directors, which is publicly available on Zoom's website
at www.zoomtel.com. Under the provisions of the Audit Committee
Charter, the primary functions of the Audit Committee are to assist
the Board of Directors with the oversight of (i) Zoom's financial
reporting process, accounting functions and internal controls and
(ii) the qualifications, independence, appointment, retention,
compensation and performance of Zoom's independent registered
public accounting firm. The Audit Committee is also responsible for
the establishment of "whistle-blowing" procedures, and the
oversight of certain other compliance matters. The Audit Committee
held four (4) meetings during 2017. See "Audit Committee Report"
below.
Compensation Committee.
Messrs. Frank, Kramer, and Donovan are currently the members
of Zoom's Compensation Committee. The primary functions of the
Compensation Committee include (i) reviewing and approving Zoom's
executive compensation, (ii) reviewing the recommendations of the
Chief Executive Officer regarding the compensation of senior
officers, (iii) evaluating the performance of the Chief Executive
Officer, and (iv) overseeing the administration of, and the
approval of grants of stock options and other equity awarded under
Zoom's stock option plans. The Compensation Committee operates
under a written charter adopted by the Board of Directors. A copy
of the Compensation Committee's written charter is publicly
available on Zoom's website at www.zoomtel.com. The Compensation
Committee did not hold any meetings during 2017.
Decisions regarding
executive compensation are made by the Compensation Committee. The
Compensation Committee is also responsible for administering the
2009 Stock Option Plan, including determining the individuals to
whom stock options are awarded, the terms upon which option grants
are made, and the number of shares subject to each option granted.
Mr. Manning, Zoom’s President and a director of Zoom,
has made recommendations to the Compensation Committee regarding
the granting of stock options and participated in deliberations of
the Compensation Committee concerning executive officer
compensation. Mr. Manning does not participate in any
deliberation or vote establishing his compensation.
Nominating Committee.
Messrs. Donovan, Crowley, and Kramer are currently the members
of Zoom's Nominating Committee. The primary functions of the
Nominating Committee are to (i) identify, review and evaluate
candidates to serve as directors of Zoom, and (ii) make
recommendations to the Board of candidates for all directorships to
be filled by the stockholders or the Board.
The
Nominating Committee may consider candidates recommended by
stockholders as well as from other sources such as other directors
or officers, third party search firms or other appropriate sources.
Although the Company does not have a formal policy regarding
diversity in identifying nominees for directors, for all potential
candidates, the Nominating Committee may consider all factors it
deems relevant, such as a candidate's personal integrity and sound
judgment, business and professional skills and experience,
independence, possible conflicts of interest, diversity, the extent
to which the candidate would fill a present need on the Board, and
concern for the long-term interests of the stockholders. In
general, persons recommended by stockholders will be considered on
the same basis as candidates from other sources. If a stockholder
wishes to recommend a candidate for director for election at the
2018 Annual Meeting of Stockholders, it must follow the procedures
described in "Deadline for Receipt of Stockholder Proposals and
Recommendations for director."
The
Nominating Committee operates under a written charter adopted by
the Board of Directors. A copy of the Nominating Committee's
written charter is publicly available on Zoom's website at
www.zoomtel.com. The Nominating Committee did not hold any meetings
during 2017.
AUDIT COMMITTEE REPORT
The
Audit Committee has reviewed and discussed with management Zoom's
audited financial statements for the year ended December 31, 2017.
The Audit Committee has also discussed with Marcum LLP, Zoom's
independent registered public accounting firm for the year ended
December 31, 2017, the matters required to be discussed by the
Auditing Standards No. 16 (Communications with Audit Committees),
issued by the Public
Company Accounting Oversight Board. The Audit Committee has
received the written disclosures and the letter from the
independent auditors required by applicable requirements of the
Public Company Accounting Oversight Board regarding the independent
auditors’ communications with the Audit Committee concerning
independence, and has discussed with Marcum LLP that firm’s
independence. The Audit Committee has reviewed the independent
auditors’ fees for audit and non-audit services for the
fiscal year ended December 31, 2017.
Based
on its review and discussions of the foregoing, the Audit Committee
recommended to the Board of Directors that Zoom's audited financial
statements for 2017 be included in Zoom's Annual Report on
Form 10-K for the year ended December 31,
2017.
|
Audit Committee:
|
|
Robert
Crowley
|
|
Joseph
J. Donovan
|
|
Philip
Frank*
|
* Mr.
Frank was appointed to the Audit Committee on February 27,
2018.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Item
404(d) of Regulation S-K requires us to disclose in our proxy
statement any transaction in which the amount involved exceeds the
lesser of (i) $120,000, or (ii) one percent of the average of
Zoom’s total assets at year end for the last two completed
fiscal years, in which Zoom is a participant and in which any
related person has or will have a direct or indirect material
interest. A related person is any executive officer, Director,
nominee for Director, or holder of 5% or more of our common stock,
or an immediate family member of any of those persons.
Since
January 1, 2017, Zoom has not been a participant in any
transaction that is reportable under Item 404(d) of
Regulation S-K.
Policies and Procedures Regarding Review, Approval or Ratification
of Related Person Transactions
In
accordance with our Audit Committee charter, which is in writing,
our Audit Committee is responsible for reviewing and approving the
terms of any related party transactions. The Audit Committee
charter sets forth the standards, policies and procedures that we
follow for the review, approval or ratification of any related
person transaction that we are required to report pursuant to Item
404(d) of Regulation S-K promulgated by the Securities and Exchange
Commission. Any related person transactions would need to be
approved by our Audit Committee prior to us entering into such a
transaction.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The
following table sets forth certain information regarding beneficial
ownership of Zoom's Common Stock as of April 11, 2018 by (i) each
person who is known by Zoom to own beneficially more than
five percent (5%) of Zoom's outstanding Common Stock, (ii)
each of Zoom's Directors and named executive officers, as listed
below in the Summary Compensation Table under the heading
"Executive Compensation", and (iii) all of Zoom's current Directors
and executive officers as a group.
On
April 11, 2018 there were 15,877,790 issued and outstanding shares
of Zoom's Common Stock. Unless otherwise noted, each person
identified below possesses sole voting and investment power with
respect to the shares listed. The information contained in this
table is based upon information received from or on behalf of the
named individuals or from publicly available information and
filings by or on behalf of those persons with the SEC.
Name
(1)
|
Number
of Shares Beneficially Owned
|
|
Manchester
Management Company LLC(2)
3 West Hill
Place
Boston, MA
02114
|
4,285,714
|
26.9%
|
|
|
|
SF Investors LP(3)
8 South Acres
Road
Plattsburgh, NY
12901-3719
|
833,740
|
5.3%
|
|
|
|
Frank B.
Manning(4)
|
1,507,139
|
9.5%
|
|
|
|
Peter R.
Kramer(5)
|
374,929
|
2.4%
|
|
|
|
Robert
Crowley(6)
|
67,640
|
*
|
|
|
|
Joseph J.
Donovan(7)
|
121,000
|
*
|
|
|
|
Derek F.
Elder(8)
|
0
|
*
|
|
|
|
Philip
Frank(9)
|
52,500
|
*
|
|
|
|
Peter
Sykes(10)
|
99,850
|
*
|
|
|
|
Terry J.
Manning(11)
|
243,842
|
1.5%
|
|
|
|
Deena
Randall(12)
|
145,000
|
*
|
|
|
|
All current
directors and Executive
|
|
|
Officers as a group
(9 persons) (13)
|
2,611,900
|
16.0%
|
*Less
than one percent of shares outstanding.
(1)
Unless otherwise
noted: (i) each person identified possesses sole voting and
investment power over the shares listed; and (ii) the address of
each person identified is c/o Zoom Telephonics, Inc., 99 High
Street, Boston, Massachusetts 02110.
(2)
Information is
based on a Schedule 13D filed by Manchester Management Co LLC on
September 27, 2015. It includes the following stockholders
Manchester Explorer, L.P. in the amount of 2,857,143 shares, JEB
Partners, L.P. in the amount of 1,142,857 shares, James E. Besser
in the amount of 142,857 shares and Morgan C. Frank in the amount
of 142,857 shares totaling 1,295,376. In all cases the address
listed in the above table applies to all stockholders other than
Morgan C. Frank whose address is: 1398 Aerie Drive, Park City, UT
84060.
(3)
Information is
based on a Schedule 13G filed by SF Investors LP on May 12,
2015.
(4)
Includes 75,000
shares that Mr. Frank B. Manning has the right to acquire upon
exercise of outstanding stock options exercisable within sixty (60)
days after April 11, 2018.
(5)
Includes 75,000
shares that Mr. Kramer has the right to acquire upon exercise
of outstanding stock options exercisable within sixty (60) days
after April 11, 2018.
(6)
Includes 67,500
shares the Mr. Crowley has the right to acquire upon exercise
of outstanding stock options exercisable within sixty (60) days
after April 11, 2018.
(7)
Includes 75,000
shares the Mr. Donovan has the right to acquire upon exercise
of outstanding stock options exercisable within sixty (60) days
after April 11, 2018.
(8)
As of April 11,
2018, Mr. Derek Elder does not have the right to acquire stock
upon exercise of outstanding stock options exercisable within sixty
(60) days of that date.
(9)
Includes 52,500
shares that Mr. Philip Frank has the right to acquire upon
exercise of outstanding stock options exercisable within sixty (60)
days April 11, 2018.
(10)
Includes 22,500
shares that Mr. Peter Sykes, who joined the Board in October
2016, has the right to acquire upon exercise of outstanding stock
options exercisable within sixty (60) days after April 11,
2018.
(11)
Includes 60,000
shares that Mr. Terry Manning has the right to acquire upon
exercise of outstanding stock options exercisable within sixty (60)
days after April 11, 2018.
(12)
Ms. Randall
does not have any current outstanding stock options exercisable
within sixty (60) days after April 11, 2018.
(13)
Includes an
aggregate of 495,000 shares that the current directors and named
executive officers listed above have the right to acquire upon
exercise of outstanding stock options exercisable within sixty (60)
days after April 11, 2018.
EXECUTIVE COMPENSATION
Summary Compensation Table
The
following Summary Compensation Table sets forth the total
compensation paid or accrued for the fiscal years ended
December 31, 2017 and December 31, 2016 for our principal
executive officer and our other two most highly compensated
executive officers who were serving as executive officers on
December 31, 2017. We refer to these officers as our named
executive officers.
Name and
Principal Position
|
Year
|
Salary
($)
|
Bonus
(1)
($)
|
Option
Awards
(2)
($)
|
All
Other
Compensation
(3)
($)
|
Total
($)
|
Frank B.
Manning,
Chief Executive
Officer
|
2017
2016
|
$129,272
$129,272
|
2,288
--
|
--
--
|
$6,244
$1,607
|
$137,804
$130,879
|
Deena
Randall
Vice
President of Operations
|
2017
2016
|
$128,336
$128,336
|
2,288
--
|
--
--
|
$29,179
$128,136
|
$159,803
$256,472
|
Terry J.
Manning
Vice
President of Sales and Marketing
|
2017
2016
|
$123,500
$123,500
|
2,288
--
|
--
--
|
$466
$466
|
$126,254
$123,966
|
(1)
The amounts in this
column represent discretionary bonus payments granted in the
applicable fiscal year.
(2)
The amounts
included in the “Option Awards” column reflect the
aggregate grant date fair value of option awards in accordance with
FASB ASC Topic 718, pursuant to the 2009 Stock Option Plan.
Assumptions used in the calculations of these amounts are included
in Note 7 to our Financial Statements included in our Annual Report
on Form 10-K for the year ended December 31, 2016. These
options are incentive stock options issued under the 2009 Stock
Option Plan and represent the right to purchase shares of Common
Stock at a fixed price per share (the grant date fair market value
of the shares of Common Stock underlying the options).
(3)
The amounts
included in the “All Other Compensation” column for
2017 consists of: (a) life insurance premiums paid by Zoom to the
named executive officer: Mr. Frank B. Manning $5,773,
Mr. Terry Manning $116 and Ms. Randall $186; and (b)
Zoom’s contribution to a 401(k) plan of $350 for each named
executive officer; and (c) proceeds received from sale of an
incentive stock option grant to Ms. Randall $29,179. For 2016
consists of: (a) life insurance premiums paid by Zoom to the named
executive officer: Mr. Frank B. Manning $1,257, Mr. Terry
Manning $116 and Ms. Randall $186; and (b) Zoom’s
contribution to a 401(k) plan of $350 for each named executive
officer; and (c) proceeds received from sale of an incentive stock
option grant to Ms. Randall $127,600.
Outstanding
Equity Interests
The
following table sets forth information concerning outstanding stock
options as of December 31, 2017 for each named executive
officer.
Outstanding
Equity Awards at 2017 Fiscal Year-End
Name
|
Grant Date
(1)
|
Number of
Securities
Underlying
Unexercised Options
|
Option
Exercise
Price
|
Option
Expiration Date
|
|
|
Exercisable
Options
|
Unexercisable
Options
|
|
|
Frank
B. Manning
|
01/30/2013
04/30/2015
|
150,000
75,000
|
--
--
|
$0.25
$0.25
|
01/30/2018
04/30/2020
|
Terry
Manning
|
01/30/2013
|
120,000
|
--
|
$0.25
|
01/30/2018
|
|
04/30/2015
|
60,000
|
--
|
$0.25
|
04/30/2020
|
(1)
The options granted
on January 30, 2013 and April 30, 2015 are vested in
full.
Option Exercises
Peter
Kramer, Joseph Donovan, Philip Frank, Frank Manning, Terry Manning
and Deena Randall exercised options to purchase a total of 242,500
shares of common stock during the fiscal year ended
December 31, 2016. Peter Kramer, Joseph Donovan, and Deena
Randall exercised options to purchase a total of 175,000 shares of
common stock during the fiscal year ended December 31,
2017.
Employment, Termination and Change of Control
Agreements
On
December 8, 2009 Zoom entered into severance and change of
control agreements with each of the named executive officers. The
purpose of these arrangements is to encourage the named executive
officers to continue as employees and/or assist in the event of a
change-in-control of Zoom. Zoom has entered into agreements with
each of the named executive officers formalizing the compensation
arrangement described below.
Under
the terms of each agreement, if a named executive officer is
terminated by Zoom for any reason other than for cause, such named
executive officer will receive severance pay in an amount equal to
the greater of three months’ base salary or a number of weeks
of base salary equal to the number of full years employed by Zoom
divided by two and all outstanding stock options issued on or after
September 22, 2009 held by the named executive officer will
become immediately vested and will be exercisable for a period of
up to 30 days after termination.
Under
the terms of each agreement, each named executive officer will
receive severance pay equal to six months’ base salary if (i)
the named executive officer’s employment is terminated
without cause within six months after a change-in-control, (ii) the
named executive officer’s job responsibilities, reporting
status or compensation are materially diminished and the named
executive officer leaves the employment of the acquiring company
within six months after the change-in-control, or (iii) Zoom is
liquidated. In addition, in the event of a change-in-control or
liquidation of Zoom, outstanding stock options granted to the named
executive officer on or after September 22, 2009 will become
immediately vested.
Potential Termination and Change-in Control Payments
As of
December 31, 2017 in the event a named executive officer is
terminated by Zoom for any reason other than cause or a
change-in-control or liquidation of Zoom, the named executive
officer would receive the following cash payments: Mr. Frank
Manning $50,963; Ms. Randall $50,606 and Mr. Terry
Manning $40,375. These amounts represent the greater of three
months salary or the number of weeks of base salary equal to the
number of years employed by Zoom divided by two. In the event of
termination as a result of a change-in-control or liquidation, the
named executive officers would receive the following cash payments:
Mr. Frank Manning $64,636; Ms. Randall $64,183 and
Mr. Terry Manning $61,750. These amounts represent six
months’ base salary. In the event of either termination of
employment, all options held by the named executive officers that
were issued on or after September 22, 2009 would become
immediately vested.
Director Compensation
The
following table sets forth information concerning the compensation
of our Directors who are not named executive officers for the
fiscal year ended December 31, 2017.
Name
|
Fees Earned or
Paid in Cash
|
Option Awards
(1)(2)(3)(4)
|
|
|
Robert
Crowley
|
$2,000
|
$16,792
|
−
|
$18,792
|
Joseph J.
Donovan
|
$2,000
|
$16,792
|
−
|
$18,792
|
Peter R.
Kramer
|
$2,000
|
$16,792
|
−
|
$18,792
|
George Patterson
(5)
|
$2,000
|
$16,792
|
−
|
$18,792
|
Philip
Frank(4)
|
$2,000
|
$16,792
|
−
|
$18,792
|
Peter
Sykes
|
$2,000
|
$16,792
|
−
|
$18,792
|
(1)
The amounts
included in the “Option Awards” column reflect the
aggregate grant date fair value of option awards in accordance with
FASB ASC Topic 718, pursuant to the 2009 Directors Stock Option
Plan. Assumptions used in the calculations of these amounts are
included in Note 7 to our Financial Statements included in our
Annual Report on Form 10-K for the year ended
December 31, 2017. These options are non-qualified stock
options issued under the 2009 Directors Stock Option Plan and
represent the right to purchase shares of Common Stock at a fixed
price per share (the grant date fair market value of the shares of
Common Stock underlying the options).
(2)
As of
December 31, 2017, each non-employee Director holds the
following aggregate number of shares under outstanding stock
options:
|
Number of
Shares Underlying Outstanding Stock Options
|
Robert
Crowley
|
60,000
|
Joseph J.
Donovan
|
75,000
|
Peter R.
Kramer
|
75,000
|
George
Patterson
|
60,000
|
Philip
Frank
|
45,000
|
Peter
Sykes
|
15,000
|
(3)
The number of
shares underlying stock options granted to each non-employee
Director in 2017 and the grant date fair market value of such stock
options is:
Name
|
Grant
Date
|
Number of
Shares underlying Stock Options Grants in 2017
|
Grant Date
Fair Value of Stock Option Grants in 2017
|
Robert
Crowley
|
01/10/17
07/10/17
|
7,500
7,500
|
$9,376
$7,416
|
Joseph
J. Donovan
|
01/10/17
07/10/17
|
7,500
7,500
|
$9,376
$7,416
|
Peter
R. Kramer
|
01/10/17
07/10/17
|
7,500
7,500
|
$9,376
$7,416
|
George
Patterson
|
01/10/17
07/10/17
|
7,500
7,500
|
$9,376
$7,416
|
Philip
Frank
|
01/10/17
07/10/17
|
7,500
7,500
|
$9,376
$7,416
|
Peter
Sykes
|
01/10/17
07/10/17
|
7,500
7,500
|
$9,376
$7,416
|
(4)
On September 22,
2015, Mr. Philip Frank joined the Board of Directors of Zoom
Telephonics, Inc. Mr. Frank was appointed Chief Financial Officer
on October 14, 2015 and resigned effective as of July 29, 2016 and
remained a director of Zoom. He did not receive any stock options
awarded from the 2009 Directors plan in 2016.
(5)
On February 23,
2018, George Patterson resigned from
the Board of Directors (the “Board”) of the Zoom
Telephonics, Inc. (the “Company”) and from the Audit
Committee of the Board, in order to comply with the policies of Mr.
Patterson’s new employer. Mr. Patterson’s
resignation was not the result of any disagreements with the
Company on any matter relating to the Company’s operations,
policies or practices.
Each
non-employee Director of Zoom receives a fee of $500 per quarter
plus a fee of $500 for each meeting at which the Director is
personally present. Travel and lodging expenses are also
reimbursed.
Each
non-employee Director of Zoom may be granted stock options under
Zoom's 2009 Directors Stock Option Plan, as amended (the "Directors
Plan"). The Directors Plan provides in the aggregate that 700,000
shares of Common Stock (subject to adjustment for capital changes)
may be issued upon the exercise of options granted under the
Directors Plan. The exercise price for the options granted under
the Directors Plan is the fair market value of the Common Stock on
the date the option is granted. During 2017 Messrs. Crowley,
Donovan, Kramer, Patterson, Frank and Sykes each received options
to purchase 15,000 shares at a weighted average exercise price of
$2.07 per share.
PROPOSAL
NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Upon
recommendation of the Audit Committee, the Board of Directors has
appointed Marcum LLP (“Marcum”) as Zoom’s
principal accountants and independent registered public accounting
firm, to audit the financial statements of Zoom for the year ending
December 31, 2018. A representative of Marcum LLP will be
present at the meeting and will have the opportunity to make a
statement if such representative desires to do so and will be
available to respond to appropriate questions. Marcum LLP served as
Zoom’s independent registered public accounting firm for the
year ended December 31, 2017.
Although
stockholder ratification of the appointment is not required by law,
the Company desires to solicit such ratification. If the
appointment of Marcum LLP is not approved by a majority of the
shares represented at the Meeting, the Company will consider the
appointment of other independent registered public accounting
firms.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”
THE APPROVAL OF THE RATIFICATION OF THE APPOINTMENT OF MARCUM LLP
AS THE COMPANY’S INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2018.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Principal Accountant Fees and Services
The
firm of Marcum LLP served as our independent registered public
accounting firm for fiscal years 2017 and 2016. The table
below shows the aggregate fees that the Company paid or accrued for
the audit and other services provided by Marcum LLP for the fiscal
years ended December 31, 2017 and December 31,
2016:
FEE CATEGORY
|
|
|
Audit fees (1)
|
$159,757
|
$158,620
|
Audit-related fees (2)
|
––
|
42,230
|
Total
fees
|
$159,757
|
$200,850
|
———————
(1)
Audit Fees.
Consists of fees billed for
professional services rendered for the audit of Zoom’s
consolidated financial statements and review of the
interim consolidated financial statements included in
quarterly reports and services that are normally provided in
connection with statutory filings and
engagements.
(2)
Audit-Related Fees.
Consists of fees billed for assurance
and related services that are reasonably related to the performance
of the audit or review of Zoom’s consolidated financial
statements and are not reported under "Audit Fees". For 2016, fees
are related to a private placement.
All
services rendered by Marcum LLP for fiscal years 2016 and 2017 were
permissible under applicable laws and regulations, and were
pre-approved by the Audit Committee.
Audit Committee Policy on Pre-Approval of Services of Independent
Registered Public Accounting Firm
The
Audit Committee's policy is to pre-approve all audit and
permissible non-audit services provided by the independent
registered public accounting firm. These services may include audit
services, audit-related services, tax services and other services.
Pre-approval is generally provided for up to one year. The Audit
Committee may also pre-approve particular services on a
case-by-case basis. During our fiscal year ended December 31,
2017, no services were provided to us by Marcum LLP other than in
accordance with the pre-approval procedures described
herein.
PROPOSAL NO. 3
ADVISORY VOTE ON EXECUTIVE COMPENSATION
(“SAY-ON-PAY”)
Pursuant to Section
14A of the Securities Exchange Act of 1934, as amended, we provide
our shareholders with the opportunity to vote to approve, on a
nonbinding, advisory basis, the compensation of our named executive
officers as disclosed in this proxy statement in accordance with
the compensation disclosure rules of the Securities and Exchange
Commission.
Our
executive compensation programs are designed to attract, motivate,
and retain our named executive officers, who are critical to our
success, and to reward our named executive officers for the
achievement of short-term and long-term strategic and operational
goals and the achievement of increased total shareholder return. We
seek to closely align the interests of our named executive officers
with the interests of our shareholders, and our Compensation
Committee regularly reviews named executive officer compensation to
ensure such compensation is consistent with our goals.
Required Vote
This
vote is advisory, which means that the vote on executive
compensation is not binding on the company, our Board of Directors,
or the Compensation Committee of the Board of Directors. The vote
on this resolution is not intended to address any specific element
of compensation, but rather relates to the overall compensation of
our named executive officers, as described in this proxy statement
in accordance with the compensation disclosure rules of the
Securities and Exchange Commission. To the extent there is a
significant vote against our named executive officer compensation
as disclosed in this proxy statement, the Compensation Committee
will evaluate whether any actions are necessary to address our
shareholders’ concerns.
Accordingly,
we ask our shareholders to vote on the following resolution at the
Annual Meeting:
“RESOLVED,
that the Company’s shareholders approve, on an advisory
basis, the compensation of the named executive officers, as
disclosed in the Company’s Proxy Statement for the 2018
Annual Meeting of Shareholders pursuant to the compensation
disclosure rules of the Securities and Exchange Commission,
including the Summary Compensation Table, and the other related
tables and disclosure.”
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE
COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS
PROXY STATEMENT.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE
Pursuant to
Section 16(a) of the Securities Exchange Act of 1934, Zoom
directors and officers, as well as any person holding more than
ten percent (10%) of Zoom's Common Stock, are required to
report initial statements of ownership of Zoom's securities and any
subsequent changes in such ownership to the Securities and Exchange
Commission. Specific filing deadlines of these reports have been
established and Zoom is required to disclose in this proxy
statement any failure to file by these dates during the year ending
December 31, 2017. Based solely on a review of the copies of
such forms and amendments thereto received by it, Zoom believes
that during the year ending December 31, 2017, all executive
officers, directors and owners of ten percent of the
outstanding shares of Zoom’s Common Stock complied with all
applicable filing requirements, except that Mr. Joe Donovan and Ms.
Deena Randall each failed to file a Form 4 on a timely basis
to report a single transaction.
CODE OF ETHICS
Zoom
has adopted a Code of Ethics for Senior Financial Officers that
applies to Zoom's principal executive officer and its principal
financial officer, principal accounting officer and controller, and
other persons performing similar functions. Zoom's Code of Ethics
for Senior Financial Officers is publicly available on its website
at www.zoomtel.com. If Zoom makes any amendments to this Code of
Ethics or grants any waiver, including any implicit waiver, from a
provision of this Code of Ethics to Zoom's principal executive
officer, principal financial officer, principal accounting officer,
controller or other persons performing similar functions, Zoom will
disclose the nature of such amendment or waiver, the name of the
person to whom the waiver was granted and the date of waiver in a
current report on Form 8-K.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS AND RECOMMENDATIONS
FOR DIRECTOR
Stockholder
proposals for inclusion in Zoom's proxy materials for Zoom's 2019
Annual Meeting of Stockholders must be received by Zoom no later
than January 4, 2019. These proposals must also meet the other
requirements of the rules of the Securities and Exchange Commission
relating to stockholder proposals.
Stockholders who
wish to make a proposal at Zoom's 2019 Annual Meeting - other than
one that will be included in Zoom's proxy materials - should notify
Zoom no later than March 22, 2019. If a stockholder who wishes to
present such a proposal fails to notify Zoom by this date, the
proxies that management solicits for the meeting will have
discretionary authority to vote on the stockholder's proposal if it
is properly brought before the meeting. If a stockholder makes a
timely notification, the proxies may still exercise discretionary
voting authority under circumstances consistent with the proxy
rules of the Securities and Exchange Commission.
Stockholders may
make recommendations to the Nominating Committee of candidates for
its consideration as nominees for director at Zoom's 2019 Annual
Meeting of Stockholders by submitting the name, qualifications,
experience and background of such person, together with a statement
signed by the nominee in which he or she consents to act as such,
to the Nominating Committee, c/o Secretary, Zoom Telephonics, Inc.,
99 High Street, Boston, Massachusetts 02110. Notice of such
recommendations should be submitted in writing as early as
possible, but in any event not later than 120 days prior to the
anniversary date of the immediately preceding annual meeting or
special meeting in lieu thereof and must contain specified
information and conform to certain requirements set forth in Zoom's
Bylaws. In addition, any persons recommended should at a minimum
meet the criteria and qualifications referred to in the Nominating
Committee's charter, a copy of which is publicly available on
Zoom's website at www.zoomtel.com. The letter of recommendation
from one or more stockholders should state whether or not the
person(s) making the recommendation have beneficially owned 5% or
more of Zoom's Common Stock for at least one year. The Nominating
Committee may refuse to acknowledge the nomination of any person
not made in compliance with the procedures set forth herein, in the
Nominating Committee's Charter or in Zoom's Bylaws.
STOCKHOLDER COMMUNICATIONS
Any
stockholder wishing to communicate with any of Zoom's directors
regarding Zoom may write to the director c/o Investor Relations,
Zoom Telephonics, Inc., 99 High Street, Boston, Massachusetts
02110. Investor Relations will forward these communications
directly to the director(s).
OTHER MATTERS
The
Board of Directors knows of no other business to be presented for
consideration at the Annual Meeting other than described in this
proxy statement. However, if any other business should come before
the Annual Meeting, it is the intention of the persons named in the
proxy to vote, or otherwise act, in accordance with their best
judgment on such matters.
INCORPORATION BY REFERENCE
To the
extent that this proxy statement has been or will be specifically
incorporated by reference into any filing by Zoom under the
Securities Act of 1933, as amended, or the Securities Exchange Act
of 1934, as amended, the section of the Proxy Statement entitled
"Audit Committee Report" shall not be deemed to be so incorporated,
unless specifically otherwise provided in any such
filing.
COPIES OF ANNUAL REPORT ON FORM 10-K FOR 2017
Copies
of Zoom's Annual Report on Form 10-K for the year ending
December 31, 2017, as filed with the Securities and Exchange
Commission, are provided herewith and available to stockholders
without charge upon written request addressed to Zoom Telephonics,
Inc., 99 High Street, Boston, Massachusetts 02110, Attention:
Investor Relations.
IT
IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. STOCKHOLDERS ARE
URGED TO UTILIZE THE AVAILABLE VOTING OPTIONS AS DESCRIBED IN THE
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS AND IN THIS
PROXY STATEMENT.
|
By
order of the Board of Directors
|
|
|
|
Frank
B. Manning, President
|
|
|
Boston,
Massachusetts
May 04,
2018
Appendix A
ZOOM TELEPHONICS, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
June 21, 2018
The
undersigned stockholder of Zoom Telephonics, Inc., a Delaware
corporation (the “Company”), acknowledges receipt of
the Notice of Annual Meeting of Stockholders and Proxy Statement,
dated May 4, 2018, and hereby appoints Frank Manning and Kerry
Smith, and each of them acting singly, with full power of
substitution, attorneys and proxies to represent the undersigned at
the Annual Meeting of Stockholders of the Company to be held at 99
High Street, Boston, MA 02110, on Thursday, June 21, 2018 at 10:00
A.M. Eastern Time, and at any adjournment or adjournments thereof,
with all power which the undersigned would possess if personally
present, and to vote all shares of stock which the undersigned may
be entitled to vote at said meeting upon the matters set forth in
the Notice of Meeting in accordance with the following instructions
and with discretionary authority upon such other matters as may
come before the meeting. All previous proxies are hereby
revoked.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. IT
WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED AND IF NO DIRECTION IS
INDICATED, IT WILL BE VOTED FOR THE ELECTION OF THE NOMINEES AS
DIRECTORS AND FOR ALL OTHER PROPOSALS.
Notice of Internet Availability of Proxy Material: The Notice of
Meeting, proxy statement and proxy card are available at
www.edocumentview.com/ZMTP.
DETACH
PROXY CARD HERE
v
v
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES AS
DIRECTORS AND FOR ALL OTHER PROPOSALS.
1. Election of directors:
|
FOR
|
AGAINST
|
ABSTAIN
|
ROBERT CROWLEY
|
[ ]
|
[ ]
|
[ ]
|
JOSEPH J. DONOVAN
|
[ ]
|
[ ]
|
[ ]
|
DEREK J. ELDER
|
[ ]
|
[ ]
|
[ ]
|
PHILIP FRANK
|
[ ]
|
[ ]
|
[ ]
|
PETER R. KRAMER
|
[ ]
|
[ ]
|
[ ]
|
FRANK B. MANNING
|
[ ]
|
[ ]
|
[ ]
|
PETER SYKES
|
[ ]
|
[ ]
|
[ ]
|
2. To ratify the appointment of Marcum LLP as Zoom Telephonics,
Inc.’s independent registered public accounting firm for its
fiscal year ending December 31, 2018.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
3. Advisory vote to approve the compensation of the Company’s
named executive officers (the “say-on-pay”
vote).
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
|
Mark here for
address change and
note at left
|
☐
|
|
Signatures should be the same as the name printed hereon.
Executors, administrators, trustees, guardians, attorneys, and
officers of corporations should add their titles when
signing.
Signature:
___________________________________Date:_____________
Signature:
___________________________________Date:_____________
|
Please Detach Here
You Must Detach This Portion of the Proxy Card
Before Returning it in the Enclosed Envelope
——————————————