| Filed by the Registrant ☒ | | |
Filed by the Party other than the Registrant ☐
|
| | | |
Proposal
|
| |
Vote Required
|
| |
Broker
Discretionary Voting Allowed? |
| |
Effect of Abstentions and Broker
Non-Votes |
|
Proposal I — Election of Directors
|
| | Affirmative vote of a plurality of all votes cast at the Annual Meeting | | |
No
|
| | Broker non-votes are not counted as votes cast for purposes of the election of directors and, therefore, will have no effect on the outcome of such election. A proxy marked “withhold” with respect to a director nominee will result in such director nominee receiving one fewer “FOR” vote that would count towards a plurality. | |
Proposal II — Ratification of Appointment of Independent Auditors
|
| | Affirmative vote of a majority of the votes cast at the Annual Meeting in person or by proxy | | |
Yes
|
| | Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote | |
Proposal III — Advisory Vote on Compensation of Named Executive Officers
|
| | Affirmative vote of a majority of the votes cast at the Annual Meeting in person or by proxy | | |
No
|
| | Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote | |
Name of Beneficial Owner
|
| |
Number of
Shares Beneficially Owned |
| |
Percent of
Class |
| ||||||
Interested Directors: | | | | | | | | | | | | | |
Barry Sloane(1)
|
| | | | 1,058,411 | | | | | | 5.70% | | |
Peter Downs(2)
|
| | | | 32,193 | | | | | | * | | |
Independent Directors: | | | | | | | | | | | | | |
Gregory Zink
|
| | | | 8,327 | | | | | | * | | |
Salvatore Mulia
|
| | | | 67,208 | | | | | | * | | |
Richard Salute
|
| | | | 8,626 | | | | | | * | | |
Executive Officers: | | | | | | | | | | | | | |
Jennifer Eddelson(3)
|
| | | | 39,307 | | | | | | * | | |
Michael Schwartz(4)
|
| | | | 15,930 | | | | | | * | | |
John Raven
|
| | | | 2,166 | | | | | | * | | |
All current directors and executive officers as a group (8)
|
| | | | 1,232,168 | | | | | | 6.64% | | |
Name of Director
|
| |
Dollar Range of
Equity Securities in Newtek Business Services Corp.(1)(2) |
|
Interested Directors: | | | | |
Barry Sloane
|
| |
Over $100,000
|
|
Peter Downs
|
| |
Over $100,000
|
|
Independent Directors: | | | | |
Richard Salute
|
| |
Over $100,000
|
|
Salvatore Mulia
|
| |
Over $100,000
|
|
Gregory Zink
|
| |
Over $100,000
|
|
Name, Address, and Age(1)
|
| |
Position(s) Held
with the Company |
| |
Term of Office
and Length of Time Served |
| |
Principal Occupation(s)
During Past 5 Years |
| |
Other
Directorships Held by Director or Nominee for Director During Past 5 Years |
|
Current Interested Director Nominees: | | | | | | | | | | | | | |
Messrs. Sloane and Downs are “interested persons” of the Company as defined in the 1940 Act. | | | | | | | | | | | | | |
Barry Sloane, 58 | | | Director, Chief Executive Officer, and President | | | Class I Director since 1999; Term expires 2018 | | | Chairman of the Board of Directors, Chief Executive Officer, President and founder of the Company; Executive Officer of each of the Company’s controlled portfolio companies. | | |
AK Capital LLC
|
|
| Peter Downs, 53 | | | Director, Chief Lending Officer | | | Class I Director since 2014; Term expires 2018 | | | Chief Lending Officer of the Company; President of Newtek Small Business Finance, LLC | |
|
Name, Address, and Age(1)
|
| |
Position(s) Held
with the Company |
| |
Term of Office
and Length of Time Served |
| |
Principal Occupation(s) During
Past 5 Years |
| |
Other
Directorships Held by Director or Nominee for Director During Past 5 Years |
|
| Current Independent Directors: | | | | | | | | | | | | | |
| Messrs. Zink, Mulia, and Salute are not “interested persons” of the Company as defined in the 1940 Act. | | | | | | | | | | | | | |
| Gregory Zink, 61 | | | Director | | | Class II Director since 2017; Term expires 2019 | | | Management Consultant, Lowell Group, LLC; Nautilus Group Japan LTD, CEO, CFO and Director | | | | |
| Salvatore Mulia, 70 | | | Director | | | Class III Director since 2005; Term expires 2020 | | | Financial advisor at RTM Financial Services | |
| Richard Salute, 72 | | | Director | | | Class III Director since 2015; Term expires 2020 | | | Capital Markets and SEC Practice Director at J.H. Cohn and CohnReznick LLP; Partner at Arthur Andersen, Chief Financial Officer, PAVmed Inc., June 2014 through September 2015 | | | Director, Walker Innovation Inc., since 2015 | |
Name of Director
|
| |
Year
|
| |
Fees earned
or Paid in Cash ($) |
| |
Stock
Awards ($)(3) |
| |
Option
Awards ($)(3) |
| |
All Other
Compensation ($) |
| |
Total
($) |
| ||||||||||||||||||
Current independent directors: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Salvatore F. Mulia
|
| | | | 2017 | | | | | | 125,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 125,000 | | |
| | | 2016 | | | | | | 125,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 125,000 | | | ||
Richard Salute
|
| | | | 2017 | | | | | | 125,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 125,000 | | |
| | | 2016 | | | | | | 125,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 125,000 | | | ||
Gregory Zink(1)
|
| | | | 2017 | | | | | | 93,750 | | | | | | — | | | | | | — | | | | | | — | | | | | | 93,750 | | |
| | | 2016 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Former independent director: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Sam Kirschner(1)
|
| | | | 2017 | | | | | | 31,250 | | | | | | — | | | | | | — | | | | | | — | | | | | | 31,250 | | |
| | | 2016 | | | | | | 125,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 125,000 | | | ||
Interested directors:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | |
Barry Sloane(2)
|
| | | | 2017 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2016 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Peter Downs(2)
|
| | | | 2017 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2016 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name
|
| |
Age
|
| |
Position
|
|
2017 NEOs: | | | | | | | |
Barry Sloane | | |
58
|
| | Chairman, Chief Executive Officer and President | |
Jennifer Eddelson | | |
45
|
| | Executive Vice President and Chief Accounting Officer | |
Peter Downs | | |
53
|
| |
Chief Lending Officer; President Newtek Small Business Finance, LLC
|
|
Michael Schwartz | | |
57
|
| | Chief Legal Officer, Chief Compliance Officer and Secretary | |
John Raven | | |
53
|
| | Chief Technology Officer and Chief Information Security Officer | |
Former NEO: | | | | | | | |
Nilesh Joshi(1) | | |
42
|
| | Chief Information Officer | |
2017 NEOs
|
| |
2017 Base
Salary |
| |
2016 Base
Salary |
| ||||||
Barry Sloane
|
| | | $ | 600,000 | | | | | $ | 600,000 | | |
Peter Downs
|
| | | $ | 410,000 | | | | | $ | 375,000 | | |
Jennifer Eddelson
|
| | | $ | 300,000 | | | | | $ | 275,000 | | |
Michael Schwartz
|
| | | $ | 300,000 | | | | | $ | 250,000 | | |
John Raven
|
| | | $ | 215,000 | | | | | $ | 215,000 | | |
2017 NEOs
|
| |
2017 Cash
Bonus Award |
| |
As Percentage
of 2017 Base Salary |
| ||||||
Barry Sloane
|
| | | $ | 600,000 | | | | | | 100% | | |
Peter Downs
|
| | | $ | 200,000 | | | | | | 49% | | |
Jennifer Eddelson
|
| | | $ | 150,000 | | | | | | 50% | | |
Michael Schwartz
|
| | | $ | 150,000 | | | | | | 50% | | |
John Raven
|
| | | $ | 0 | | | | | | 0% | | |
Name
|
| |
Number of
Shares or Units that have not Vested (#) |
| |
Market Value
of Shares or Units of Stock that have not Vested ($) |
| |
Equity Incentive
Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#) |
| |
Equity Incentive
Plan Awards: Market or Payout Value of Number of Unearned Shares, Units or Other Rights that have not Vested ($)(1) |
| ||||||||||||
Barry Sloane
|
| | | | n/a(2) | | | | | | n/a | | | | | | n/a | | | | | $ | n/a | | |
Jennifer Eddelson
|
| | | | n/a(3) | | | | | | n/a | | | | | | n/a | | | | | $ | n/a | | |
Peter Downs
|
| | | | n/a(4) | | | | | | n/a | | | | | | n/a | | | | | $ | n/a | | |
Michael A. Schwartz
|
| | | | n/a(5) | | | | | | n/a | | | | | | n/a | | | | | $ | n/a | | |
John Raven
|
| | | | n/a | | | | | | n/a | | | | | | n/a | | | | | $ | n/a | | |
All Others
|
| | | | n/a | | | | | | n/a | | | | | | n/a | | | | | $ | n/a | | |
Name and Principal
Position |
| |
Year
|
| |
Salary
($) |
| |
Bonus
($) |
| |
Stock
Awards (3) |
| |
Option
Awards (3) |
| |
Non-Equity
incentive Plan Compensation ($) |
| |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($) |
| |
All Other
Compensation ($) |
| |
Totals
($) |
| ||||||||||||||||||||||||
2017 NEOs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Barry Sloane,
Chief Executive Officer |
| |
2017
|
| | | | 600,000 | | | | | | 600,000(1) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,200,000 | | |
|
2016
|
| | | | 583,333 | | | | | | 500,000(2) | | | | | | 357,456 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,440,789 | | | ||
|
2015
|
| | | | 483,333 | | | | | | 500,000(4) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 983,333 | | | ||
Jennifer Eddelson,
Chief Accounting Officer |
| |
2017
|
| | | | 295,833 | | | | | | 150,000(1) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 445,833 | | |
|
2016
|
| | | | 272,500 | | | | | | 125,000(2) | | | | | | 89,634 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 487,134 | | | ||
|
2015
|
| | | | 256,667 | | | | | | 100,000(4) | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 356,667 | | | ||
Peter Downs,
Chief Lending Officer |
| |
2017
|
| | | | 404,167 | | | | | | 200,000(1) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 604,167 | | |
|
2016
|
| | | | 366,667 | | | | | | 125,000(2) | | | | | | 89,634 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 581,301 | | | ||
|
2015
|
| | | | 319,167 | | | | | | 100,000(4) | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 419,167 | | | ||
Michael Schwartz,(5)
Chief Legal Officer |
| |
2017
|
| | | | 291,667 | | | | | | 150,000(1) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 441,667 | | |
|
2016
|
| | | | 241,667 | | | | | | 100,000(2) | | | | | | 89,634 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 431,301 | | | ||
|
2015
|
| | | | 191,667 | | | | | | 70,000(4) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 261,667 | | | ||
John Raven,
Chief Technology Officer |
| |
2017
|
| | | | 215,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 215,000 | | |
|
2016
|
| | | | 207,500 | | | | | | — | | | | | | 44,682 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 252,182 | | | ||
Former NEOs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Nilesh Joshi,
Chief Information Officer |
| |
2017
|
| | | | 99,103 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 99,103 | | |
|
2016
|
| | | | 134,583 | | | | | | 20,000(2) | | | | | | 22,341 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 176,924 | | |
| | |
Stock Awards
|
| |||||||||||||||||||||
Name
|
| |
Number of shares
of stock that have not vested |
| |
Market value of
shares of stock that have not vested |
| |
Equity incentive
plan awards: number of unearned shares or other rights that have not vested |
| |
Equity incentive
plan awards: market or payout value of unearned shares or other rights that have not vested |
| ||||||||||||
Barry Sloane(1)
|
| | | | — | | | | | $ | — | | | | | | — | | | | | | — | | |
Jennifer Eddelson(2)
|
| | | | — | | | | | $ | — | | | | | | — | | | | | | — | | |
Peter Downs(3)
|
| | | | — | | | | | $ | — | | | | | | — | | | | | | — | | |
Michael Schwartz(4)
|
| | | | — | | | | | $ | — | | | | | | — | | | | | | — | | |
John Raven
|
| | | | — | | | | | $ | — | | | | | | — | | | | | | — | | |
| | |
Stock Awards
|
| |||||||||
Name
|
| |
Number of Shares
Acquired on Vesting (#) |
| |
Value Realized
on Vesting ($)(1) |
| ||||||
Barry Sloane(2)
|
| | | | 29,170 | | | | | $ | 494,731 | | |
Jennifer Eddelson(3)
|
| | | | 7,292 | | | | | $ | 123,683 | | |
Peter Downs(4)
|
| | | | 7,292 | | | | | $ | 123,683 | | |
Michael Schwartz(5)
|
| | | | 7,292 | | | | | $ | 123,683 | | |
John Raven
|
| | | | 3,646 | | | | | $ | 61,841 | | |
| | |
Post Termination Payments
|
| |||||||||||||||
Name
|
| |
Change in
Control |
| |
Non-Renewal
|
| |
Termination
without cause |
| |||||||||
2017 NEOs | | | | | | | | | | | | | | | | | | | |
Barry Sloane
|
| | | $ | 2,914,912 | | | | | $ | 2,186,184 | | | | | $ | 2,914,912 | | |
Jennifer Eddelson
|
| | | $ | 760,697 | | | | | | — | | | | | $ | 510,467 | | |
Michael Schwartz
|
| | | $ | 414,301 | | | | | | — | | | | | $ | 481,301 | | |
|
Audit Fees
|
| | | $ | 585 | | |
|
Audit related fees
|
| | | | — | | |
|
Tax Fees
|
| | | | 220 | | |
|
All other fees
|
| | | | 162 | | |
|
Total Fees
|
| | | $ | 967 | | |
|
|
Audit Fees
|
| | | $ | 572 | | |
|
Audit related fees
|
| | | | — | | |
|
Tax Fees
|
| | | | 86 | | |
|
All other fees
|
| | | | 120 | | |
|
Total Fees
|
| | | $ | 778 | | |
|
| Date: April 27, 2018 | | | Respectfully submitted, Richard Salute, Chairman Salvatore Mulia Gregory Zink |
|