Stock options granted under the Plan are intended to be exempt from the rules of Section 409A of the Code.
However, the Company will not be liable to any participant or other holder of an award with respect to any award- related adverse tax consequences arising under Section 409A or other provisions of the Code.
The Board of Directors recommends that stockholders vote to approve the Company’s 2012 Long- Term Incentive Plan. IV. RELATIONSHIP WITH INDEPENDENT AUDITORS During the fiscal year ended June 30, 2012, Grant Thornton LLP was engaged to perform the annual audit.
Representatives of Grant Thornton LLP are expected to be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so. They will also be available to respond to appropriate questions.
The Audit Committee has appointed Grant Thornton LLP as the independent registered public accounting firm
of the Company for fiscal 2013 and intends to submit such recommendation to the Company’s stockholders for ratification (but not for approval) at the Company’s 2012 Annual Meeting of Stockholders..
V. GENERAL
A. Solicitation and Voting In case any person or persons named herein for election as a director should not be available for election at the
Annual Meeting, proxies in the enclosed form (in the absence of express contrary instructions) may be voted for a substitute or substitutes as well as for other persons named herein.
As of the date of this proxy statement, management knows of no business that will be presented to the Annual
Meeting that is not referred to in the accompanying notice, other than the approval of the minutes of the last meeting of stockholders, which action will not be construed as approval or disapproval of any of the matters referred to in such minutes.
As to other business, if any, that may properly come before the Annual Meeting, it is intended that proxies in
the attached form that do not contain specific instructions to the contrary will be voted in respect thereof in accordance with the judgment of the persons voting the proxies.
The enclosed proxy is solicited by the Board of Directors of the Company. The cost of solicitation will be
borne by the Company. Such solicitation will be made by mail and may also be made by the Company’s officers and employees personally or by telephone or telegram. The Company will, on request, reimburse brokers, custodians and nominees for their expenses in sending proxies and proxy material to beneficial owners. A proxy that is executed but that does not specify a vote for, against or in abstention will be voted in accordance with the recommendation of the Board of Directors contained herein.
Consistent with Massachusetts law and under the Company’s by-laws, a majority of the shares entitled to be
cast on a particular matter, present in person or represented by proxy, constitutes a quorum as to such matter. Votes cast by proxy or in person at the Annual Meeting will be counted by persons appointed by the Company to act as election tellers for the Annual Meeting. The two nominees for election as directors at the Annual Meeting who receive the greatest number of votes properly cast for the election of directors will be elected directors. Should any of the nominees not remain a candidate at the end of the Annual Meeting (a situation which is not expected), proxies solicited hereunder will be voted in favor of those who remain as candidates and may be voted for substitute nominees, unless the Board determines to reduce the number of directors. Approval of the 2012 Employees’ Stock Purchase Plan and the 2012 Long-Term Incentive Plan require the affirmative vote of a majority of the votes cast at the Annual Meeting. The ratification of Grant Thornton LLP as the Company’s independent auditor also requires the affirmative vote of a majority of the votes cast.
29 A26
Proxy
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