UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by
the Registrant |X|
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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))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to
ss.240.14a-12
FLANIGAN'S ENTERPRISES, INC
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(Name of Registrant as Specified In Its Charter)
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Statement, if other than the Registrant)
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|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1)and
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5059 N.E. 18th Avenue
Fort Lauderdale, Florida 33334
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS
TO BE HELD FRIDAY, FEBRUARY 26, 2010
To the
Shareholders of Flaniganís Enterprises, Inc.,
Please take notice that the Annual Meeting of
Shareholders of Flaniganís Enterprises, Inc., a Florida corporation, (the ěCompanyî),
will be held on Friday, February 26, 2010 at 10:00 a.m., local time, at our
corporate headquarters, 5059 N.E. 18th Avenue, Fort Lauderdale,
Florida 33334 to consider and act upon the following matters:
(1) To elect three directors of the
Company to hold office until the year 2013 Annual Meeting and until their
successors are elected; and
(2) To transact
such other business as may properly come before the meeting or
any
adjournment thereof.
The
foregoing items of business are more fully described in the proxy statement
accompanying this notice. All
shareholders are invited to attend the meeting in person. Only shareholders of record at the close of business on
January 12, 2010 are entitled to notice of and to vote at the meeting or any
postponement or adjournment thereof.
Any shareholder of the Company at the close of business on January 12,
2010, attending the meeting and entitled to vote may do so in person, even if
such shareholder returned a proxy.
By
Order of the Board of Directors
Jeffrey
D. Kastner
Secretary
Fort
Lauderdale, Florida
January
26, 2010
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE
COMPLETE, DATE AND RETURN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE
ENCLOSED ENVELOPE, WHICH WILL ENSURE REPRESENTATION OF YOUR SHARES. REGARDLESS OF THE NUMBER OF SHARES YOU
OWN, YOUR VOTE IS IMPORTANT. NO POSTAGE NEED BE AFFIXED IF MAILED IN THE UNITED STATES.
5059 N.E. 18th Avenue
Fort Lauderdale, Florida 33334
PROXY STATEMENT
ANNUAL MEETING OF
SHAREHOLDERS
TO BE HELD FRIDAY,
FEBRUARY 26, 2010
The Board of Directors of Flaniganís Enterprises, Inc.
(the ěCompanyî), is furnishing this proxy statement to you in connection with
our solicitation of proxies to be used at our Annual Meeting of Shareholders, (the
ěAnnual Meetingî), to be held Friday, February 26, 2010, at 10:00 a.m., local
time, or at any postponement(s) or adjournment(s) thereof, for the purposes set
forth in this proxy statement and in the accompanying Notice of Annual Meeting
of Shareholders. The Annual
Meeting will be held at our corporate offices at 5059 N.E. 18th
Avenue, Fort Lauderdale, Florida 33334.
The telephone number at that location is 954-377-1961. Unless the context indicates
otherwise, all references in this proxy statement to ěweî, ěusî, ěourî, ěFlaniganísî
or the ěCompanyî mean Flaniganís Enterprises, Inc.
The
date of this proxy statement is January 26, 2010 and it was first mailed on or
about January 26, 2010 to shareholders entitled to vote at the Annual Meeting.
ABOUT OUR ANNUAL MEETING
What is the purpose of our Annual Meeting?
At our Annual Meeting,
shareholders will act upon the matters outlined in the notice of meeting on the
cover page of this proxy, including the election of three directors for a term
of three years and to consider and act upon any other matters that may properly
come before the meeting. In
addition, our management will report on our performance during fiscal year 2009
and respond to appropriate questions from shareholders.
VOTING
Who can attend the meeting?
All shareholders as of the
close of business on January 12, 2010, (the ěRecord Dateî), or their duly
appointed proxies, may attend our Annual Meeting. Even if you currently plan to attend our Annual Meeting, we
recommend that you also submit your proxy as described below so that your vote
will be counted if you cannot attend our Annual Meeting.
If you hold shares in
ěstreet nameî, that is, through a broker or other nominee, you will need to
bring a copy of your brokerage statement reflecting your stock ownership as of
the Record Date and check in with our Inspectors of Election at our Annual
Meeting.
Who is entitled to vote at the meeting?
Only holders of our
common stock of record on the Record Date are entitled to receive notice of and
to vote the common shares held by them on that date at our Annual Meeting, or
any postponement(s), adjournment(s) or continuation(s) of our meeting.
What are the voting rights of our shareholders?
On the Record Date, there
were 1,861,933 shares of our common stock outstanding, each of which is
entitled to one vote with respect to each matter to be voted on at our Annual
Meeting. Therefore, if you owned
100 shares of our common stock on the Record Date, you may cast 100 votes for
each matter properly presented at the Annual Meeting.
What constitutes a quorum?
The presence at our Annual Meeting, in person or by
proxy, of the holders of a majority of the shares of our common stock
outstanding as of the Record Date will constitute a ěquorumî, permitting our
meeting to be held and action to be validly taken. If you submit a properly executed proxy card, even if you
abstain from voting or if you withhold your vote with respect to any proposal,
you will be considered present for purposes of a quorum. If you hold your shares in ěstreet
nameî through a broker or other representative and the broker or representative
indicates on the proxy that it does not have discretionary authority as to
certain shares to vote on a particular matter, (broker non-votes), the shares
represented by such broker non-votes will be counted in determining the
presence of a quorum.
If less than a majority of outstanding common
shares entitled to vote are represented at the meeting, a majority of the
shares present at the meeting may adjourn the meeting to another date, time or
place, and notice need not be given of the new date, time or place if the new
date, time or place is announced at the meeting before an adjournment is taken.
Will my shares be voted if I do not provide my proxy?
If your shares are held
in the name of a brokerage firm, they may be voted by the brokerage firm (as
indicated above) even if you do not give the brokerage firm specific voting
instructions. If you are a
registered shareholder and hold your shares directly in your own name, your
shares will not be voted unless you provide a proxy or fill out a written
ballot in person at the meeting.
How do I vote?
You can vote in any of the
following ways:
(1) To vote by mail:
† Mark, sign and date each proxy card that you receive;
and
†
Return it in the enclosed prepaid envelope.
(2) To vote in person if you are a
registered shareholder:
† Attend our Annual Meeting;
†
Bring valid photo identification; and
†
Deliver your completed proxy card or ballot in person.
(3) To vote in person if your shares
are held in ěstreet nameî:
† Attend our Annual Meeting;
†
Bring valid photo identification; and
† Obtain a legal proxy from your bank or broker to vote the shares
that are held for
your benefit, attach it to your
completed proxy card and deliver it in person.
Prior to the Annual Meeting, we will select one or
more Inspectors of Election. These
Inspectors will determine the number of common shares represented at the
meeting, the existence of a quorum, the validity of proxies and will count the
ballots and votes and will determine and report the results to us.
What does it mean if I get more than one proxy
card?
It means you hold shares registered in more than one
account. Please vote or provide a
proxy for all accounts in one of the manners described above to ensure that all
your shares are voted.
Can I change my vote after I return my proxy card?
Yes, even after you have
submitted your proxy card you may change your vote at any time before the proxy
is exercised by filing with our Secretary either a notice of revocation or a
duly executed proxy bearing a later date.
The powers of the proxy holders will be suspended if you attend the
meeting in person and so request, although attendance at the meeting will not
by itself revoke a previously granted proxy.
What are the Boardís recommendations?
The enclosed proxy is
solicited on behalf of our Board of Directors. Unless you give other instructions on your proxy card, the
persons named as proxy holders on the proxy card will vote in accordance with
the recommendations of our Board of Directors. Our Board of Directors recommends a vote:
† ěFORî
the election of Jeffrey D. Kastner, Michael B. Flanigan and Mike Roberts to
serve on our Board of Directors for the next three years and until their
successors are elected.
Our Board of Directors does not foresee or have any
reason to believe that the proxy holders will have to vote for substitute or
alternate board nominees. In
the event that any nominee is not available for election and a substitute
nominee is designated by the Board of Directors, the proxy holders will vote as
recommended by the Board of Directors or, if no recommendation is given, in accordance with their best
judgment.
What vote is required to approve each item?
Election of
Directors: A plurality
of the votes cast at the meeting is required for the election of
directors. A properly executed
proxy marked ěWITHHOLD AUTHORITYî with respect to one or more directors will
not be voted with respect to the director or directors indicated, although it
will be counted for purposes of determining whether there is a quorum. Shareholders do not have the
right to cumulate their votes for directors.
Other Items: For most other items which may properly come before
the meeting, the affirmative vote of a majority of the common shares present,
either in person or by proxy, and voting will be required for approval, unless
otherwise required by law. You may
vote ěFORî, ěAGAINSTî or ěABSTAINî on any other proposal.
If you sign your proxy card or broker voting
instruction card with no further information, your shares will be voted in
accordance with the recommendations of our Board, i.e., ěFORî all proposals.
So far as our management is aware, no matters other
than those described in this proxy statement will be acted upon at our Annual
Meeting. In the event any
other matters properly come before our Annual Meeting for a vote of shareholders,
the persons named as proxies on the proxy card will vote in accordance with
their best judgment on such other matters.
Who pays for the
preparation of the proxy statement and the cost of soliciting votes for our
Annual Meeting?
We will pay the cost of
preparing, assembling and mailing the proxy statement, notice of meeting and
enclosed proxy card. In addition
to the use of mail, our employees may solicit proxies personally and by
telephone. Our employees will
receive no compensation for soliciting proxies other than their regular
salaries. We may request banks,
brokers and other custodians, nominees and fiduciaries to forward copies of the
proxy material to their principals and to request authority for the execution
of proxies and we may reimburse those persons for their expenses incurred in
connection with these activities.
We will compensate only independent third party agents that are not
affiliated with us to solicit proxies.
At this time, we do not anticipate that we will be retaining a third
party solicitation firm, but should we determine, in the future, that it is in
our best interests to do so, we will retain a solicitation firm and pay for all
costs and expenses associated with retaining this solicitation firm.
How and when may I submit
proposals or director nominations for inclusion in the Proxy Statement for our
2011 Annual Meeting?
If
you would like to submit a proposal for the 2011 Annual Meeting of
Shareholders, it must be received
by our Secretary, Jeffrey D. Kastner, at our corporate headquarters located at
5059 N.E. 18th Avenue, Fort Lauderdale, Florida 33334, at any time
prior to September 28, 2010, and must otherwise comply with Rule 14a-8 under
the Exchange Act, in order to be eligible for inclusion in the proxy statement
for that meeting, unless the date of the next annual meeting changes by more
than 30 days from the date of this Annual Meeting, in which case notice must be
received a reasonable time before mailing.
In general, advance notice of nominations of persons for
election to the Board or the proposal of business to be considered by the
shareholders must be given to our Secretary not less than 120 days prior to the
first anniversary of the date of the mailing of materials regarding the prior
yearís annual meeting, which mailing date is identified above in this Proxy
Statement, unless the date of the next annual meeting changes by more than 30
days from the date of this Annual Meeting, in which case notice must be
received a reasonable time before.
A shareholderís notice of nomination should set forth (i)
as to each person whom the shareholder proposes to nominate for election or
re-election as a director all information relating to such person that is
required to be disclosed in solicitations of proxies for election of directors,
or is otherwise required, in each case pursuant to Regulation 14A under the
Exchange Act, (including such personís written consent to being named in the
proxy statement as a nominee and to serving as a director, if elected); (ii) as
to any other business that the shareholder proposes to bring before the
meeting, a brief description of the business desired to be brought before the
meeting, the reason for conducting such business at the meeting and any
material interest to such business of such shareholder and the beneficial
owner, if any, on whose behalf the nomination or proposal is made; and (iii) as
to the shareholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made, (A) the name and address of such
shareholder, as they appear on our books, and of such beneficial owner, (B) the
number of shares of common stock that are owned, (beneficially or of record),
by such shareholder and such beneficial owner, (C) a description of all
arrangements or understandings between such shareholder and such beneficial
owner and any other person or persons, (including their names), in connection
with the proposal of such business by such shareholder and any material
interest of such shareholder and of such beneficial owner in such business, and
(D) a representation that such shareholder or its agent or designee intends to
appear in person or by proxy at the annual meeting to bring such business
before the meeting.
You should review the information contained in this proxy
statement separately from our 2009 Annual Report to Shareholders. Our principal corporate offices are
located at 5059 N.E. 18th Avenue, Fort Lauderdale, Florida 33334,
and our telephone number is (954) 377-1961. A list of shareholders entitled to vote at the Annual
Meeting will be available at our offices for a period of ten days prior to the
meeting and at the meeting itself for examination by any shareholder.
Where can I find the voting results?
We will publish the voting results in our Form 10-Q for
the second quarter of our fiscal year 2010, which we will file with the SEC on
or about May 18, 2010. To view our
form 10-Q online, go to our website at www.flanigans.net under the link ěFinancial.î
Can shareholders and other interested parties communicate directly with
our Board? If so, how?
Yes. You
may communicate directly with one or more members of our Board of Directors by
writing to the Companyís Corporate Secretary, Flaniganís Enterprises, Inc.,
5059 N.E. 18th Avenue, Fort Lauderdale, Florida 33334. The Companyís Secretary will then
forward all questions or comments directly to our Board of Directors or a
specific Director, as the case may be.
SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table shows, as of January 12, 2010, the
beneficial ownership of our Common Stock by (i) any person or group who is
known by us to be the beneficial owner of more than 5% of our Common Stock;
(ii) each of our current directors, including the nominees for director; (iii)
each of the Named Executive officers, (as defined herein); and (iv) all our
current directors and executive officers as a group. Unless otherwise indicated, the address for each beneficial
owner is c/o Flaniganís Enterprises, Inc., 5059 N.E. 18th Avenue,
Fort Lauderdale, Florida 33334.
The following table is based upon information supplied by
our officers, directors, principal shareholders and schedules 13D and 13G filed
with the United States Securities and Exchange Commission, (the ěSECî). The number of shares of our common
stock is determined under the rules of the SEC and the information does not
necessarily indicate beneficial ownership for any other purpose. Under the SEC rules, beneficial ownership
includes any shares as to which the individual or entity has sole or shared
voting power or investment power and also includes any shares that the
individual or entity has the right to acquire through the exercise of stock options
or warrants and any references in the footnotes to this table to shares subject
to stock options or warrants refers only to stock options or warrants that are
so exercisable. For purposes of
computing the percentage of outstanding shares of our common stock held by each
person or entity, any shares that such person or entity has the right to
acquire are deemed to be outstanding, but are not deemed to be outstanding for
the purpose of computing the percentage ownership of any other person. Unless otherwise indicated in the
footnotes to this table and subject to community property laws where
applicable, we believe that the shareholders named in this table have sole
voting and investment power with respect to the shares of our common stock
indicated as beneficially owned. The
inclusion in the table of any shares deemed beneficially owned does not
constitute an admission of beneficial ownership of those shares.
Beneficial
Ownership
as of
Percent
Name and Address of Beneficial Owner
January 12, 2010(1) of Class(2)
5% Shareholders:
Robino Stortini Holdings LLC (3) 128,500 6.9%
6 Larch Avenue,
Suite 101
Wilmington,
Delaware 19804
Jeffrey D. Kastner (4) 654,013 35.1%
James G. Flanigan (5) 373,320 20.1%
Michael B. Flanigan (6) 197,195 10.6%
Patrick J. Flanigan (7) 155,260 8.3%
Current Named
Executive Officers and Directors:
Jeffrey D. Kastner (4) 654,013 35.1%
James G. Flanigan (5) 373,320 20.1%
Michael B. Flanigan (6) 197,195 10.6%
Patrick J. Flanigan (7) 155,260 8.3%
August Bucci 9,500 *
Christopher OíNeil 6,500 *
Barbara J. Kronk --
Germaine M. Bell --
Mike Roberts --
Jean Picard 1,070
*
All
current executive officers and directors 967,891 52.0%
as a group (10 persons) (4)(5)(6)(7)
---------------------------------------
* less than one (1%) percent of the outstanding shares of
class.
(1) The persons named in the table have
sole voting and investment power with respect to all shares beneficially owned
by them, except as noted in the footnotes below.
(2) Applicable percentage ownership
is based upon 1,861,933 shares of common stock outstanding as of the Record
Date. Beneficial ownership is
determined in accordance with the rules of the Securities and Exchange
Commission and includes voting and investment power with respect to shares.
(3) Based solely on reports filed by
Robino Stortini Holdings LLC with the SEC.
(4) Includes 633,690 shares which
are owned of record (in equal shares) by five separate trusts of which Jeffrey
D. Kastner is one of three trustees.
As a trustee, Mr. Kastner has shared voting and investment power of
these shares. The five trusts
include the trusts established by Joseph G. Flanigan for James G. Flanigan (See
Note (5) below), Michael B. Flanigan (See Note (6) below) and Patrick J.
Flanigan (See Note (7) below).
(5) Includes 138,693 shares which are
owned of record by a trust of which James G. Flanigan is one of three trustees
and a beneficiary (for which Mr. Flanigan has shared voting and investment
power), 400 shares owned as custodian for his children (for which Mr. Flanigan
has shared voting and investment power), 12,776 shares owned by his spouse (for
which Mr. Flanigan has shared voting and investment power) and 13,700 shares
owned of record by a trust, the beneficiaries of which are his children, and of
which he is the sole trustee.
(6) Includes 134,915 shares owned of
record by a trust of which Michael B. Flanigan is one of three trustees and a
beneficiary (for which Mr. Flanigan has shared voting and investment power),
1,000 shares owned by his spouse (for which Mr. Flanigan has shared voting and investment
power), 650 shares owned as custodian for his children and stepchildren, (for
which Mr. Flanigan has shared voting and investment power), 10,200 shares owned
of record by a trust, the beneficiaries of which are his children and of which
he is the sole trustee and 3,500 shares owned of record by a trust, the
beneficiaries of which are his stepchildren and of which he is the sole
trustee.
(7) Includes 136,960 shares owned of
record by a trust of which Patrick J. Flanigan is one of three trustees and a
beneficiary (for which Mr. Flanigan has shared voting and investment power),
2,000 shares owned by his spouse (for which Mr. Flanigan has shared voting and
investment power), 400 shares owned by his spouse as custodian for his children
(for which Mr. Flanigan has shared voting and investment power) and 13,700
shares owned of record by a trust, the beneficiaries of which are his children
and of which he is the sole trustee.
SECTION
16 (a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities
Exchange Act of 1934, (the ěExchange Actî), requires the Companyís officers,
directors and persons who beneficially own more than 10% of a registered class
of the Companyís equity securities to file reports of ownership and changes in
ownership with the SEC. Officers,
directors and greater than 10% stockholders are required by regulation to
furnish the Company with copies of all Section 16(a) reports they file.
Based solely upon review of the copies of such
reports and any amendments thereto furnished to us during and with respect to
our 2009 fiscal year or written representations from certain reporting persons
that were not required to file, we believe that during fiscal year 2009, our
executive officers, directors and greater-than-10% stockholders complied with
all applicable Section 16(a) filing requirements, except that (i) James G.
Flanigan filed one (1) Form 4 late, which filing represented six (6)
transactions; (ii) Michael Flanigan filed one (1) Form 4 late, which filings
represented three (3) transactions; and (iii) Patrick J. Flanigan filed one (1)
Form 4 late, which filing represented one (1) transaction, during fiscal year
2009.
PROPOSAL I - ELECTION OF DIRECTORS
Our
By-Laws provide for a Board of Directors, which consists of three classes of
directors of three directors each.
Three directors are to be elected to replace those of the class whose
terms expire this year. The three
directors to be elected at the Annual Meeting shall serve for a three year term
expiring in 2013 and until their respective successors are elected and
qualified. All of the nominees
named herein are presently serving as members of our Board of Directors. We have no reason to believe that any
of those named below will be unable or unwilling to serve. If for any reason any nominee named is
unable to serve, the shares represented by all valid proxies will be voted for
the election of a substitute nominee recommended by the Board of Directors or
the Board of Directors may reduce the size of the Board.
Nominees receiving the highest number of affirmative votes
cast, up to the number of directors to be elected, will be elected as
directors. Unless you specify
otherwise, the proxy holders will vote the proxies for the below three nominees.
The
name of each nominee, his age, the year in which he was first elected as a
director, his principal occupation or occupations for the past five years and
positions (other than director) with the Company, based upon information
furnished to us by the nominees, are as follows:
Director
Name and Age Since Principal
Occupation for Past Five Years
Jeffrey D. Kastner (56) 1985 Chief Financial Officer; General
Counsel,
Secretary
Michael B. Flanigan (47) 2005 President
and shareholder of Twenty Seven Birds
Corp., a
franchisee of the Company since 1985.
Mike Roberts (71) 2001 Founder of and a partner in
The Action Group,
Inc., sales and marketing consultants to the
beverage industry, since 2001.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A
VOTE FOR THE ELECTION OF EACH OF THE ABOVE NOMINEES.
PROXY CARDS PROPERLY EXECUTED AND RETURNED
WILL BE SO VOTED UNLESS CONTRARY INSTRUCTIONS ARE
INDICATED ON THE PROXY CARD.
The
following table sets forth the name and address of each of our directors,
including director nominees and executive officers, the year each current
director first became a director, and the age and positions currently held by
each such individual with us. The
following table is as of January 12, 2010.
|
|
|
Year First Became |
|
|
|
|
|
Positions and Offices |
||
|
Name |
|
a Director |
|
Age |
|
with the Company |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
James G. Flanigan |
|
1991 |
|
|
|
45 |
|
|
|
Chief Executive Officer, President, Director |
|
Jeffrey D. Kastner |
|
1985 |
|
|
|
56 |
|
|
|
Chief Financial Officer, General Counsel, Secretary, Director |
|
August Bucci |
|
2005 |
|
|
|
65 |
|
|
|
Chief Operating Officer, Executive Vice President, Director |
|
Patrick J. Flanigan |
|
1991 |
|
|
|
49 |
|
|
|
Director |
|
Michael B Flanigan |
|
2005 |
|
|
|
47 |
|
|
|
Director |
|
Barbara J. Kronk |
|
2004 |
|
|
|
64 |
|
|
|
Director |
|
Mike Roberts |
|
2001 |
|
|
|
71 |
|
|
|
Director |
|
Germaine M. Bell |
|
1984 |
|
|
|
77 |
|
|
|
Director |
|
Christopher OíNeil |
|
2006 |
|
|
|
44 |
|
|
|
Supervisor, Director |
|
Non-Director Executive Officers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jean Picard |
|
|
|
|
|
71 |
|
|
|
Vice President of Package Operations |
Directors and Nominees
JAMES
G. FLANIGAN joined our Board of Directors in 1991. Mr. Flanigan has been a Vice President and shareholder of
Twenty Seven Birds Corporation, a franchisee of the Company since 1985. Mr. Flanigan was elected President of
the Company in 2002 and Chairman of the Board of Directors and Chief Executive
Officer in 2005. Mr. Flanigan is
the son of our former Chairman of the Board of Directors and former Chief Executive
Officer, Joseph G. Flanigan, and is the brother of Directors, Patrick J.
Flanigan and Michael B. Flanigan.
JEFFREY
D. KASTNER joined our Board of Directors in 1985. Mr. Kastner was employed by the Company as a corporate
attorney from 1979-1982 and has been general counsel since 1982. Mr. Kastner was Assistant Secretary of
the Company from 1995-2004 and has been Secretary since 2004. In 2004, Mr. Kastner was elected Chief
Financial Officer of the Company.
From 1983 through 2004, Mr. Kastner was the President of Jeffrey D.
Kastner, P.A., a law firm and engaged in the private practice of law. Mr.
Kastner received a Juris Doctor in Law in 1978 from the University of Florida, Gainesville, Florida.
AUGUST
BUCCI joined our Board of Directors in 2005. Mr. Bucci was employed by the Company as its Entertainment
Director from 1978–1980; re-hired as Director of Advertising in 1984;
Supervisor of the Companyís out of state bars and nightclubs in 1985;
Supervisor of Restaurants, Nightclubs and Bars in 1988; Director of Operations
– Restaurant Division in 1990; Vice President of Restaurant Operations in
2002; and Chief Operating Officer and Executive Vice President in 2003.
PATRICK
J. FLANIGAN joined our Board of Directors in 1991. Mr. Flanigan has been the President and sole shareholder of
B. D. 43 Corp., a franchisee of the Company since 1985. Mr. Flanigan has also been the
President and sole shareholder of B.D. 15 Corp., the general partner of another
franchisee since 1997. Mr.
Flanigan is the son of our former Chairman of the Board of Directors and former
Chief Executive Officer, Joseph G. Flanigan, and is the brother of Directors,
James G. Flanigan and Michael B. Flanigan.
MICHAEL
B. FLANIGAN joined our Board of Directors in 2005. Mr. Flanigan has been the President and shareholder of
Twenty Seven Birds Corporation, a franchisee of the Company since 1985. Mr. Flanigan is the son of our former
Chairman of the Board of Directors and former Chief Executive Officer, Joseph
G. Flanigan, and is the brother of Directors, James G. Flanigan and Patrick J.
Flanigan.
CHRISTOPHER
OíNEIL joined our Board of Directors in 2006. Employed in various capacities by the Company since 1998, as
of 2003, Mr. OíNeil has been employed by the Company as a Supervisor where his
responsibilities include restaurant supervision and maintenance supervision.
BARBARA
J. KRONK joined our Board of Directors in 2004. Mrs. Kronk is a certified public accountant, who has been
self-employed as a tax practitioner since 1987. From 1988–2006, Mrs. Kronk was employed as an Instructor
of Accounting by the Florida Metropolitan University, Fort Lauderdale and
Pompano Beach, Florida, where she also served as Department Chair of
Accountancy from 1998–2002.
From 1987–1997 and again from 2002-2004, Mrs. Kronk was an Adjunct
Instructor of Accounting at various educational institutions in the Fort
Lauderdale, Florida area. Mrs.
Kronk received a Master's degree in accounting from Nova University, Fort
Lauderdale, Florida.
MIKE
ROBERTS joined our Board of Directors in 2001. Mr. Roberts is the founder of and has been a partner
in The Action Group, Inc., sales and marketing consultants to the beverage
industry, since 2001. From
1999–2001, Mr. Roberts was a sales associate with Ginger Spirits, a
liquor and wine broker, and from 1979–1999 held various executive sales
positions with Southern Wine & Spirits of America.
GERMAINE
M. BELL joined our Board of Directors in 1984. Mrs. Bell is retired, but was employed by the Company from
1981 - 1993 as executive secretary to our former Chairman of the Board of
Directors, Joseph G. Flanigan, and was our Assistant Secretary from 1986 -
1993.
Non-Director, Executive
Officers
JEAN
PICARD has been an employee of the Company since 1961. He has been Vice President of Package
Store Operations since 2002 and the Companyís liquor purchaser since 1998.
Board of Director
Structure and Committees
Our
business, property and affairs are managed under the direction of our Board of
Directors, except with respect to those matters reserved for our
shareholders. Our Board of
Directors establishes our overall corporate policies, reviews the performance
of management in executing our business strategy and managing our day-to-day
operations and acts as an advisor to management. Our Boardís mission is to further the long-term interest of
our shareholders. Members of the
Board of Directors are kept informed of our business through discussions with
management, primarily at meetings of the Board of Directors and its committees
and through reports and analyses presented to them. Significant communications between our directors and
management may occur apart from these meetings.
James G. Flanigan serves as Chairman of our Board
of Directors. The Board of
Directors held a total of four meetings during our 2009 fiscal year, which
ended on October 3, 2009. Every
director attended at least 75% of the total number of meetings of the Board of
Directors and at least 75% of all meetings of the committees of the Board of
Directors on which the director served.
The Board of Directors has determined that we are a ěcontrolledě company
as defined by the New York Stock Exchange/American Stock Exchange (ěNYSE/AMEXî)
and SEC rules since more than 50% of our issued and outstanding common stock is
owned by the immediate family of our Chairman of the Board of Directors,
including through revocable and irrevocable trusts established by our former
Chairman, Joseph G. Flanigan, for his children and grandchildren, and other
officers and directors of the Company.
As a ěcontrolledí company, the majority of the Board of Directors need
not be independent and the Board of Directors has determined that only Mike
Roberts, Barbara J. Kronk and Germaine M. Bell are independent as defined by
the NYSE/AMEX and SEC rules.
The Board of Directors currently has three
committees, the Audit Committee, the Independent Committee and the Corporate
Governance and Nominating Committee, each as described below.
Audit Committee
The
Audit Committee of the Board of Directors, which currently consists of Barbara
J. Kronk, Germaine M. Bell and Mike Roberts, reviews the auditing, accounting,
financial reporting and internal control functions and selects our independent
auditors. This committee operates
under a written charter adopted by the Board of Directors, a copy of which is
available on our website at www.flanigans.net under the link ěCorporate
Governanceî, which committee annually reviews and assesses for adequacy. All of the committee members are
independent as required by applicable NYSE/AMEX and SEC rules. The committee
met four times during fiscal year 2009.
The Board of Directors has determined that Barbara J. Kronk satisfies
the definition of ěaudit committee financial expertî as promulgated by the SEC
by virtue of her educational and work experience as described above.
The Audit Committee hereby reports as follows:
1. The
Audit Committee has reviewed and discussed the audited financial statements
with management and with the independent auditors, with and without management
present.
2. The Audit
Committee discussed with the independent auditors matters required to be
discussed by Statement on Auditing Standards No. 61 as amended by Statement on
Auditing Standards No. 90 (Communication with Audit Committees), as adopted by
the Public Company Accounting Oversight board (PCAOB) in Rule 3200 T.
3. The Audit
Committee has received the written disclosures and the letter from our
independent auditors required by applicable requirements of the Public Company
Accounting Oversight Board regarding the independent auditorsí communications
with the Audit Committee concerning independence, and has discussed with the
independent auditors the independent auditorsí independence.
Based upon the review and
discussion referred to in paragraphs (1) through (3) above, the Audit Committee
recommended to our Board of Directors and the Board approved, that the audited
financial statements be included in our Annual Report on Form 10-K for the
fiscal year ended October 3, 2009 for filing with the SEC.
This
report of the Audit Committee shall not be deemed incorporated by reference by
any general statement incorporating by reference this Proxy Statement into any
filing under the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, except to the extent that the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such acts.
Independent
Committee
The
members of the Independent Committee are all of the independent directors,
Barbara J. Kronk, Germaine M. Bell and Mike Roberts. The primary function of the Independent Committee is to
assist the Board of Directors on matters that may come before it requiring independent
investigation and/or guidance.
During our fiscal year 2009, no matters were referred to the Independent
Committee by the Board of Directors.
This committee met once during our fiscal year 2009.
Corporate
Governance and Nominating Committee
Consideration of Director Nominees
The
Corporate Governance and Nominating Committee utilizes a variety of methods for
identifying and evaluating nominees for director. The committee regularly assesses the appropriate size of the
Board and whether any vacancies of the Board are expected due to retirement or
otherwise. In the event that
vacancies are anticipated, or otherwise arise, the Corporate Governance and
Nominating Committee will consider various potential candidates for director. Candidates may come to the attention of
the committee through current Board members, shareholders or other
persons. The committee has not
paid fees to any third party to identify, evaluate or to assist in identifying
or evaluating, potential nominees, but may determine it necessary in the
future. These candidates will be
evaluated at meetings of the Corporate Governance and Nominating
Committee. Nominees recommended by
persons other than the current Board members or executive officers will be subject
to the process described in ěAbout the Proxy Materials and the Annual Meeting
– How and when may I submit proposals or director nominations for
inclusion in the Proxy Statement for the 2011 Annual Meeting?î
In
evaluating nominations for candidates for membership on our Board of Directors,
the Corporate Governance and Nominating Committee will seek to achieve a
balance of knowledge, experience and capability on the Board and to address the
following membership criteria.
Members of the Board should have the highest professional and personal
ethics and values. They should
have broad experience at the policy-making level in business, government,
education, technology or public interest.
They should be committed to enhancing shareholder value and should have
sufficient time to carry out their duties and to provide insight and practical
wisdom based on experience. Their
service on other boards of public companies should be limited to a number that
permits them, given their individual circumstances, to perform responsibly all
of their directorsí duties. We
believe that the backgrounds and qualifications of our directors, considered as
a group, should provide a composite mix of experience, knowledge and abilities
that will best allow our Board to fulfill its responsibilities. All nominees for director included on
the Companyís proxy card are currently serving as Directors of the Company.
Shareholder Communications and Director Attendance at
Annual Shareholder Meetings
Our
Board welcomes communications from shareholders and has adopted a procedure for
receiving and addressing such communications. Shareholders may send written
communications to the entire Board or individual directors, addressing them to
Flaniganís Enterprises, Inc., 5059 N.E. 18th Avenue, Fort
Lauderdale, Florida 33334, Attention:
Corporate Secretary. All
such communications will be forwarded to the full Board of Directors or to any
individual director or directors to whom the communication is directed unless
the communication is clearly junk mail or a mass mailing, a business
solicitation, advertisement or job inquiry, or is unduly hostile, threatening,
illegal or similarly inappropriate, in which case the Company has the authority
to discard the communication or take appropriate legal action regarding the
communication.
Recognizing
that director attendance at the Companyís annual meeting of shareholders can
provide shareholders with an opportunity to communicate with members of the
Board of Directors, it is the policy of the Board of Directors to strongly
encourage, but not require, the members of the Board to attend such
meetings. All of our directors,
with the exception of Mike Roberts, attended the 2009 Annual Meeting of
Shareholders.
Director Compensation
Members
of our Board of Directors who are employed by the Company presently receive no
additional remuneration for acting as directors. We compensate our non-employee directors at the rate of
$7,500 per year, plus $250 for each meeting of the Board of Directors
attended. In addition, we also
reimburse directors for reasonable out-of-pocket expenses incurred in
connection with their attendance at Board of Director meetings. Four regularly scheduled Board of
Director meetings are typically held during the fiscal year.
The following table sets forth the compensation paid by us
during our fiscal year 2009 to our non-employee directors:
DIRECTOR COMPENSATION TABLE
Annual Compensation
|
Name |
Fees Earned
or Paid in Cash ($) |
Stock Awards |
Option Awards |
Non-Equity
Incentive Plan Compensation |
Change
in Pension Value and Non qualified Deferred Compensation Earnings |
All
Other Compensation |
Total ($) |
|
Barbara J. Kronk |
9,500 |
0 |
0 |
0 |
0 |
0 |
9,500 |
|
Germaine M Bell |
9,500 |
0 |
0 |
0 |
0 |
0 |
9,500 |
|
Mike Roberts |
9,000 |
0 |
0 |
0 |
0 |
0 |
9,000 |
|
Patrick J. Flanigan |
8,500 |
0 |
0 |
0 |
0 |
0 |
8,500 |
|
Michael B. Flanigan |
8,500 |
0 |
0 |
0 |
0 |
0 |
8,500 |
We do not have
a compensation committee. Our Board of Directors is responsible for
establishing and administering our policies governing the compensation of our
executive officers, who are appointed by our Board of Directors. Because we are a ěcontrolledî company
as defined by the NYSE/AMEX and SEC rules since more than 50% of our issued and
outstanding common stock is owned by the immediate family of our Chairman of
the Board of Directors and other officers and directors of the Company, we are
not required to have (i) a compensation committee comprised of independent
directors, or (ii) a majority of our independent members of our Board determine
or recommend to our Board, the compensation levels of our executive officers.
The primary
objective of our executive compensation program is to attract, motivate and
retain the executive talent needed to facilitate our business strategies and
long-range plans and to optimize shareholder value in a competitive
environment.
Our Board of Directors employs the
following principles to provide an overall framework for the compensation of
our executive officers:
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… |
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reward outstanding performance; |
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|
… |
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motivate executive officers to
perform to the fullest of their abilities; |
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|
… |
|
tie a significant portion of
executivesí total compensation to our annual and long-term financial
performance and the creation of incremental shareholder value; |
|
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… |
|
offer compensation opportunities that
attract and motivate the best talent; and |
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… |
|
retain
those with leadership abilities and skills necessary for building long-term shareholder
value. |
Compensation Categories
Our Board of
Directors considers all elements of compensation when determining total
compensation and the individual components of total compensation. Our Board of
Directors allocates total compensation between currently paid and long-term
compensation, cash and non-cash compensation. Our Board of Directors believes that each of these
compensation categories provides incentives and rewards that address different
elements of the compensation programís objective and when considered together
serve to achieve our overall compensation objectives.
Our Board of
Directors examines each of these factors in determining the basis for
allocating compensation to each different form of award, such as the
relationship of the award to the achievement of our long-term goals, managementís
exposure to downside equity performance risk and the analysis of cost to the
Company versus expected benefit to the executive. As part of this analysis, our
Board of Directors believes that a meaningful portion of each executiveís
compensation should be placed at-risk and linked to the accomplishment of
specific results that are expected to lead to the creation of value for our
shareholders from both the short-term and long-term perspectives.
Our Board of
Directors believes that currently paid cash compensation provides our
executives with short-term rewards for success in achieving individual and
Company performance goals. Currently paid cash consideration includes base
salary and annual cash incentive bonuses. Our Board of Directors believes that
providing executives with competitive currently paid cash consideration is the
central element of attracting, retaining and motivating high quality
executives.
Our Board of
Directors believes that currently paid non-cash compensation provides our executives
with the same benefits as currently paid cash compensation. Items of currently paid non-cash
compensation for certain executive officers include a Company provided vehicle
or car allowance, Company sponsored health insurance and other non-cash benefits.
Compensation Elements
Our executive compensation program
consists primarily of the following elements:
Base Salary
Base salary
is used to recognize the experience, skills, knowledge and responsibilities
required of our executive officers in their roles. When establishing the 2009 base salaries of our executive
officers other than the Chief Executive Officer, the Board of Directors
considered a number of factors, including the seniority of the individual, the
functional role of the position, the level of the individualís responsibility,
the historical base salary of the individual and recommendations from the Chief
Executive Officer. The Board of
Directors considered these same factors in establishing the base salary of the
Chief Executive Officer, as well as additional factors such as the Chief
Executive Officerís industry experience and profile. In addition, the Board of Directors considered competitive
market practices with respect to these salaries, although it did not set base
salaries according to specific benchmarking standards.
The salaries
of our executive officers are reviewed on an annual basis, as well as at the
time of promotion or other changes in responsibilities and modified for merit,
the general performance of the Company, the executiveís success in meeting or
exceeding individual performance objectives and if significant corporate goals
were achieved. If necessary, the
Board of Directors also realigns base salaries with market levels for the same
positions in companies of similar size to the Company represented in the
compensation data it reviews.
Annual Incentive Bonuses
Our variable
compensation program includes eligibility for annual performance-based and
discretionary cash bonuses for senior management, including each of our
executive officers. In all cases, the amount of the cash bonus is impacted by
our results of operations. The
awards of variable compensation to the Chief Executive Officer and our
executive officers are reflected in the Summary Compensation Table below.
Employee Benefit Plans
We provide
group life and health insurance plans for our hourly and salary employees. We
also maintain a 401(k) retirement plan for our hourly and salary
employees. Pursuant to the plan,
participants may elect to make pre-tax contributions to the plan, subject to
certain limitations imposed under the plan and the Internal Revenue Code of
1986, as amended. In addition, we may make periodic discretionary contributions
to the plan.
Other Benefits and Perquisites
We provide
the opportunity for our executive officers to receive certain perquisites and
general health and welfare benefits. We offer these benefits to provide an
additional incentive for our executives, to remain competitive in the general
marketplace for executive talent and to enable our executives to better focus
on their performance.
We have or
may provide the following personal benefits and perquisites to our executive
officers:
|
… |
|
eligibility to participate in our health, dental,
vision, disability insurance and life insurance programs; |
eligibility to participate in our
health, dental, vision, disability insurance and life insurance programs,
and; |
|
… |
|
a Company provided vehicle or car allowance, along with the
reimbursement of expenses related to operating, maintaining and insuring the
vehicle; and |
|
|
… |
|
eligibility to participate in our 401(k) retirement plan, subject
to certain limitations imposed under the plan and the Internal Revenue Code
of 1986. |
Stock Option Grants
in Last Fiscal Year.
We
granted no stock options during our fiscal year 2009.
Stock Ownership Guidelines
We have not implemented stock ownership
guidelines for our executive officers.
We will continue to periodically review best practices and re-evaluate
our position with respect to stock ownership guidelines.
The following table sets forth
information regarding the compensation paid or distributed for services
rendered by our principal executive, our principal financial officer and our
other executive officers whose total compensation exceeded $100,000
(collectively the ěNamed Executivesî) for services rendered in all capacities
to us during the years indicated.
For purposes of this table, compensation paid or distributed in one
fiscal year may include payment of bonuses accrued in a prior fiscal year.
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Non
Qualified |
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Non Equity |
|
Deferred |
|
All Other |
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Stock |
|
Option |
Incentive Plan |
|
Compensation |
|
Compensation |
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Total |
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|||||
|
Name and Principal Position |
|
Year |
|
Salary |
|
|
Bonus |
|
Awards |
|
Awards |
Compensation |
|
Earnings |
|
(2) |
|
|
(1)(4)(5) |
|
|||||||
|
James G. Flanigan (3) |
|
20097 |
|
$ |
151,000 |
|
|
$310 |
310,000 |
|
$ |
|
|
$ |
|
$ |
|
|
$ |
|
|
$ |
25,000 |
|
$ |
486,000 |
|
|
Chairman of the Board and |
|
2008 |
|
|
153,000 |
|
|
|
282,000 |
|
|
|
|
|
|
|
|
|
|
|
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25,000 |
|
|
460,000 |
|
|
Chief Executive Officer |
|
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|
Jeffrey D. Kastner (3) |
|
2009 |
|
|
146,0000 |
|
|
|
228,000 |
|
$ |
|
|
$ |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
374,000 0 |
|
|
Chief Financial Officer |
|
2008 |
|
|
147,000 |
|
|
|
207,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
354,000 |
|
|
General Counsel and
Secretary |
|
|
|
|
|
|
|
|
|
|
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|
August Bucci (3) |
|
2009 |
|
|
146,000 |
|
|
|
228,000 |
|
$ |
|
$$$ |
$ |
|
$ |
|
|
$ |
|
|
$ |
|
|
$374 |
374,000 |
|
|
Chief Operating Officer |
|
2008 |
|
|
146,000 |
|
|
|
224,000 |
|
|
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370,000 |
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and Executive Vice |
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President |
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|
Jean Picard (3) |
|
2009 |
|
|
83,000 |
|
|
|
55,000 |
|
$ |
|
$$$ |
$ |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
138,000 |
|
|
Vice President of Package |
|
2008 |
|
|
82,000 |
|
|
|
51,000 |
|
|
|
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133,000 |
|
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Operations |
|
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(1) This table
does not include incidental personal benefits of a limited nature. Although the amount of such benefits
and extent to which they are related to job performance cannot be ascertained
specifically, we have concluded that the aggregate per Named Executive Officer
does not exceed $10,000.
(2) Represents
the amount of the premium paid by the Company for life insurance on Mr.
Flaniganís life, ($25,000 – 2009 and $25,000 – 2008), the
beneficiary of which has been designated by Mr. Flanigan.
(3) Includes
annual performance based bonus amounts equal to 14% (for James G. Flanigan),
2.25% (for each of Jeffrey D. Kastner and August Bucci) and 1.5% (for Jean
Picard), of our annual income, before income taxes, depreciation and
amortization, which exceeds $650,000, excluding extraordinary items. These
amounts are typically paid within 45 days after the end of our fiscal year and for
our fiscal years ended 2009 and 2008, amounted to $321,000 and $344,500 paid to
Mr. Flanigan; $51,600 and $55,300 paid to each of Messrs. Kastner and Bucci;
and $34,400 and $36,900 paid to Mr. Picard.
Also
includes annual performance based bonus amounts payable to each of Messrs.
Kastner and Bucci equal to 5% of our pre-tax net income before depreciation and
amortization from our Company owned restaurants and our share of the pre-tax
net income before depreciation and amortization from the restaurants owned by
the limited partnerships where we are the general partner and our share of the
pre-tax income before depreciation and amortization from the restaurant owned
by an unaffiliated third party that we manage. These amounts are typically paid within 120 days of the end
of our fiscal year and for our fiscal years ended 2009 and 2008 amounted to $166,000
and $178,000 paid to each of Messrs. Kastner and Bucci.
Also
includes annual performance based bonus amounts payable to Mr. Picard, equal to
3% of our pre-tax net income before depreciation and amortization from our
Company owned package liquor stores.
These amounts are typically paid within 120 days of the end of our
fiscal year and for our fiscal years ended 2009 and 2008, amounted to $24,000
and $22,000, paid to Jean Picard.
(4) No
cash dividends were declared or paid by the Board of Directors during our
fiscal years 2009 and 2008.
(5) Does
not include any limited partnership distributions made by any of the affiliated
limited partnerships or any franchise or management fees paid by franchises,
which are affiliated with any of the Named Executives. See ěRelated Party Transactionsî.
Outstanding
Equity Awards
There are no outstanding
equity awards at October 3, 2009 with respect to the Named Executives.
Option Exercises and Shares
Vested
There
were no option and stock exercises during our fiscal year ended October 3, 2009
with respect to the Named Executives.
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Pension Benefits
During our fiscal year ended
October 3, 2009, we instituted a limited retirement plan/death benefit whereby
employees with thirty five (35) years of employment with the Company receive
upon his/her death or retirement a payment equal to the smaller of (i) 15% of
their last annual Form W-2 earnings; and (ii) $10,000. With the exception of the above,
we do not have any other plans that provide for payments or other benefits at,
following, or in connection with, retirement.
Nonqualified Deferred
Compensation
We do not have any plan that provided for deferred
compensation.
RELATED PARTY TRANSACTIONS
Affiliated Franchises
Coconut Grove, Florida
James G. Flanigan, our Chairman of
the Board of Directors, Chief Executive Officer and President of the Company,
and Michael B. Flanigan, a member of our Board of Directors and James G.
Flaniganís brother, are each a 35.24% owner of a company which has a franchise
arrangement with us for the operation of a combination restaurant/package
liquor store located in Coconut Grove, Florida. James G. Flanigan manages the day-to-day business operations
of this franchised location.
During fiscal year 2009, this franchised locationís operations generated
$7,333,000 in gross revenues and paid to us $172,000 in franchise fees.
Pompano Beach, Florida
Patrick G. Flanigan, brother to
both James G. Flanigan and Michael B. Flanigan and a member of our Board of Directors, owns 100% of a company which
has a franchise arrangement with us for the operation of a combination
restaurant/package liquor store located in Pompano Beach, Florida. Patrick G. Flanigan manages the
day-to-day business operations of this franchised location. During fiscal year
2009, this franchised locationís operations generated $4,260,000 in gross
revenues and paid to us $128,000 in franchise fees.
Boca Raton, Florida
James G. Flanigan owns 100% of a
company which manages a restaurant for a company which has a franchise
arrangement with us for the operation of a restaurant located in Boca Raton,
Florida. James G. Flanigan manages
the day-to-day business operations of this franchised location. During fiscal year 2009, this
franchised locationís operations generated $3,201,000 in gross revenues and
paid to us $96,000 in franchise fees.
Subsequent to our fiscal year
2009, the Company purchased the operating assets of this franchised restaurant from
the franchisee and on October 18, 2009, this restaurant began operating as a
Company-owned restaurant. As
of October 18, 2009, James G. Flanigan no longer manages the business
operations of this location.
Deerfield Beach, Florida
Our officers and directors
collectively own 30% of the shareholder interest of a company which has a
franchise arrangement with us for the operation of a combination
restaurant/package liquor store located in Deerfield Beach, Florida. The shareholder interest of the
Chairmanís family represents an additional 60% of the total invested capital.
The Company manages the day- to- day operations of this franchised location. During fiscal year 2009, this
franchised locationís operations generated $2,634,000 in gross revenues and
paid to us $64,000 in franchise and management fees.
Fort Lauderdale, Florida
Patrick G. Flanigan is the sole
general partner and a 25% limited partner in a limited partnership which has a
franchise arrangement with us for the operation of a restaurant located in Fort
Lauderdale, Florida. Patrick G. Flanigan manages the day-to-day operations of
this franchised location. The
Company is a 25% limited partner in this limited partnership and officers and
directors of the Company (excluding Patrick G. Flanigan) own an additional
33.8% limited partnership interest in this franchised location. During fiscal year 2009, this
franchised locationís operations generated $2,298,000 in gross revenues and
paid to us $93,000 in franchise fees.
Affiliated Limited Partnerships
Surfside, Florida
We
are the sole general partner and a 45% limited partner in this limited
partnership which has owned and operated a restaurant in Surfside, Florida
under our ěFlaniganís Seafood Bar and Grillî service mark since March 6,
1998. An additional 34.9% limited
partnership interest is collectively beneficially owned by our officers and directors or their
families. During fiscal year 2009,
this locationís operations generated $2,951,000 in gross revenues and we
received $33,600 in distributions from this limited partnership.
Kendall, Florida
We
are the sole general partner and a 41% limited partner in this limited
partnership which has owned and operated a restaurant in Kendall, Florida under
our ěFlaniganís Seafood Bar and Grillî service mark since April 4, 2000. An additional 29.7% limited partnership
interest is collectively beneficially owned by our officers and directors or their
families. During fiscal year 2009,
this locationís operations generated $4,984,000 in gross revenues and we
received $166,600 in distributions from this limited partnership.
West Miami, Florida
We
are the sole general partner and a 27% limited partner in this limited partnership
which has owned and operated a restaurant in West Miami, Florida under our
ěFlaniganís Seafood Bar and Grillî service mark since October 11, 2001. An additional 34.1% limited partnership
interest is collectively beneficially owned by our officers and directors or their
families. During fiscal year 2009,
this locationís operations generated $4,671,000 in gross revenues and we
received $114,700 in distributions from this limited partnership.
Weston, Florida
We
are the sole general partner and a 30% limited partner in this limited
partnership which has owned and operated a restaurant in Weston, Florida under
our ěFlaniganís Seafood Bar and Grillî service mark since January 20, 2003. An
additional 35.1% limited partnership interest is collectively beneficially
owned by our officers and directors or their families. During fiscal year 2009, this locationís operations
generated $3,980,000 in gross revenues, but we received no distributions from
this limited partnership.
Stuart, Florida
We
are the sole general partner and 13% limited partner in this limited
partnership which has owned and operated a restaurant in a Howard Johnsonís
Hotel in Stuart, Florida under our ěFlaniganís Seafood Bar and Grillî service
mark since January 11, 2004. An additional 31.0% limited partnership interest
is collectively beneficially owned by our officers and directors or their
families. During fiscal year 2009, this
locationís operations generated $1,954,000 in gross revenues, but we received
no distributions from this limited partnership.
Wellington, Florida
We
are the sole general partner and a 28% limited partner in this limited
partnership which has owned and operated a restaurant in Wellington, Florida
under our ěFlaniganís Seafood Bar and Grillî service mark since May 27,
2005. An
additional 25.7% limited partnership interest is collectively beneficially
owned by our officers and directors or their families. During fiscal year 2009, this locationís operations
generated $2,764,000 in gross revenues and we received $5,150 in distributions
from this limited partnership.
Pinecrest, Florida
We
are the sole general partner and a 40% limited partner in this limited
partnership which has owned and operated a restaurant in Pinecrest, Florida
under our ěFlaniganís Seafood Bar and Grillî service mark since August 14,
2006. An additional 15.0% limited
partnership interest is collectively beneficially owned by our officers and
directors or their families. During fiscal year 2009, this locationís operations generated $4,700,000
in gross revenues and we received $210,400 in distributions from this limited
partnership.
Pembroke
Pines, Florida
We are the sole general partner
and a 17% limited partner in
this limited partnership which has
owned and operated a restaurant in Pembroke Pines, Florida under our
ěFlaniganís Seafood Bar and Grillî service mark since October 29, 2007. An additional 17.9%
limited partnership interest is collectively beneficially owned by our officers
and directors or their families. During fiscal year 2009, this
locationís operations generated $2,930,000 in gross revenues and we received $18,225
in distributions from this limited partnership.
Davie,
Florida
We are the sole general partner
and a 48% limited partner in this limited partnership which has owned and operated a restaurant in
Davie, Florida under our ěFlaniganís Seafood Bar and Grillî service mark since
July 29, 2008. An
additional 9.7% limited partnership interest is collectively beneficially owned
by our officers and directors or their families. During
fiscal year 2009, this locationís operations generated $3,843,000 in gross
revenues and we received $73,800 in distributions from this limited
partnership.
During our fiscal years 2009 and 2008, our executive
officers and/or directors received the following distributions as limited
partners of the above-described limited partnerships and not as compensation:
Annual Distributions from
Affiliated Limited Partnerships
|
|
|
|
Surfside, |
Kendall, |
W.Miami, |
Weston, |
Stuart, |
Wellington, |
Pinecrest, |
Pembroke |
Davie, |
|
|
|
||||||||||||||
|
|
|
Year |
Fl. |
Fl. |
Fl. |
Fl. |
Fl. |
Fl. |
Fl. |
Pines, Fl. |
Fl. |
Total |
|
|
||||||||||||||
|
James G. Flanigan |
2009 |
$2,000 |
$46,200 |
$34,875 |
$ - |
$ - |
$250 |
$2,400 |
$2,250 |
$2,250 |
$90,225 |
|
||||||||||||||||
|
Chairman of the Board |
2008 |
$4,000 |
$52,800 |
$21,375 |
$10,150 |
$ - |
$1,200 |
$1,200 |
$3,500 |
$ - |
$94,225 |
|
||||||||||||||||
|
and Chief Executive
Officer |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Jeffrey D. Kastner |
2009 |
$1,000 |
|
$3,875 |
$ - |
$ - |
$500 |
$5,600 |
$2,250 |
$4,500 |
$17,725 |
|
||||||||||||||||
|
Chief Financial
Officer, |
2008 |
$2,000 |
|
$2,375 |
$1,450 |
$ - |
$2,000 |
$2,800 |
$3,500 |
$ - |
$14,125 |
|
||||||||||||||||
|
General Counsel and
Secretary |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
August H.Bucci |
2009 |
$ 400 |
$7,000 |
$9,300 |
$ - |
$ - |
$ 500 |
$4,000 |
$2,250 |
$4,500 |
$27,950 |
|
||||||||||||||||
|
Chief Operating
Officer |
2008 |
$ 800 |
$8,000 |
$5,700 |
$5,800 |
$ - |
$2,000 |
$2,000 |
$3,500 |
$ - |
$28,600 |
|
||||||||||||||||
|
and Executive Vice
President |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Jean Picard |
2009 |
$ 400 |
$1,400 |
$1,550 |
$ - |
$ - |
$ 100 |
$ 800 |
$ 225 |
|
$4,475 |
|
||||||||||||||||
|
V. President of
Package |
2008 |
$ 800 |
$1,600 |
$ 950 |
$ 580 |
$ - |
$ 400 |
$ 400 |
$ 350 |
|
$5,080 |
|
||||||||||||||||
|
Store Operations |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Patrick J. Flanigan |
2009 |
$1,000 |
$1,400 |
$15,500 |
$ - |
$ - |
$ 500 |
$2,400 |
$ 450 |
$ 900 |
$22,150 |
|
||||||||||||||||
|
Director |
2008 |
$2,000 |
$1,600 |
$ 9,500 |
$8,120 |
$ - |
$2,000 |
$1,200 |
$ 700 |
$ - |
$25,120 |
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Michael B. Flanigan |
2009 |
$3,400 |
$46,200 |
$38,750 |
$ - |
$ - |
$1,000 |
$28,000 |
$2,250 |
$4,500 |
$124,100 |
|
||||||||||||||||
|
Director |
2008 |
$6,800 |
$52,800 |
$23,750 |
$19,430 |
$ - |
$4,000 |
$12,400 |
$3,500 |
$ - |
$122,680 |
|
||||||||||||||||
|
Christopher OíNeil |
2009 |
|
|
|
|
$ - |
$200 |
$3,200 |
$450 |
|
$ 3,850 |
|
||||||||||||||||
|
Supervisor, Director |
2008 |
|
|
|
|
$ - |
$800 |
$1,600 |
$700 |
|
$ 3,100 |
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Mike Roberts |
2009 |
$400 |
|
|
$ - |
$ - |
|
|
|
|
$ 400 |
|
||||||||||||||||
|
Director |
2008 |
$800 |
|
|
$ 580 |
|||||||||||||||||||||||