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Definitive
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Definitive
Additional Materials
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Soliciting
Material Pursuant to §240.14a-12
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North
American Galvanizing & Coatings, Inc.
|
||||
(Name
of Registrant as Specified In Its Charter)
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and 0-11
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of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction
applies:
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(3)
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(1)
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Amount
Previously Paid:
|
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(2)
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Form,
Schedule or Registration Statement No.:
|
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(3)
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Filing
Party:
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(4)
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Date
Filed:
|
Sincerely,
Ronald
J. Evans
President
and Chief Executive Officer
|
North
American Galvanizing & Coatings,
Inc. 5314 S. Yale Avenue, Ste.
1000 Tulsa, Oklahoma 74135
USA
|
||
918-494-0964
|
Fax
918-494-3999
|
www.nagalv.com
|
1. |
Electing
seven directors to one year terms.
|
2. |
Ratifying
the appointment of Deloitte & Touche LLP as independent registered
public accountants for 2007.
|
3. |
Transacting
such other business as may properly come before the Annual Meeting
or any
adjournment or adjournments
thereof.
|
BY
ORDER OF THE BOARD OF DIRECTORS
Beth
B. Hood,
Vice
President & Corporate Secretary
April
9, 2007
|
· |
giving
written notice to North American Galvanizing & Coatings, Inc.,
Attention: Corporate Secretary, 5314 South Yale Avenue, Suite 1000,
Tulsa,
Oklahoma 74135,
|
· |
submitting
a subsequent proxy by internet, telephone or mail with a later date,
or
|
· |
by
voting in person at the Annual Meeting.
|
· |
FOR
the election of the directors,
|
· |
FOR
the ratification of the appointment of the independent registered
public
accountants.
|
DIRECTOR
COMPENSATION
The
following table describes the compensation of non-management directors
during 2006.
|
Name
|
Fees
Earned or Paid in Cash (1)
|
Stock
Awards
|
Option
Awards (2)
|
Non-Equity
Incentive Plan Compensation
|
Change
in Pension Value and Nonqualified Deferred Compensation
Earnings
|
All
Other Compensation
|
Total
|
|||||||||||||||
Linwood
J. Bundy
|
$
|
61,250
|
—
|
—
|
—
|
—
|
—
|
$
|
61,250
|
|||||||||||||
Ronald
J. Evans (3)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
T.
Stephen Gregory
|
61,250
|
—
|
—
|
—
|
—
|
—
|
61,250
|
|||||||||||||||
Gilbert
L. Klemann, II
|
61,250
|
—
|
—
|
—
|
—
|
—
|
61,250
|
|||||||||||||||
Patrick
J. Lynch
|
61,250
|
—
|
—
|
—
|
—
|
—
|
61,250
|
|||||||||||||||
Frank
H. Menaker, Jr.
|
30,625
|
—
|
—
|
—
|
—
|
—
|
30,625
|
|||||||||||||||
Joseph
J. Morrow
|
61,250
|
—
|
—
|
—
|
—
|
—
|
61,250
|
|||||||||||||||
John
H. Sununu
|
61,250
|
—
|
—
|
—
|
—
|
—
|
61,250
|
· |
appointing
our independent registered public accountants, subject to stockholder
ratification,
|
· |
reviewing
the scope of the annual audit and recommendations of the independent
registered public accountants,
|
· |
reviewing
and discussing with management and the independent registered public
accountants our audited financial statements and other financial
information,
|
· |
monitoring
the independence and performance of our independent registered public
accountants, and
|
· |
evaluating
overall risk exposures and the adequacy of the overall internal control
functions of the Company.
|
Name
and Address(4)
|
Number
of
Shares
of
Common
Stock Beneficially
Owned
(excluding
options)(1)
|
Options
and
Warrants
Exercisable
within
60
Days(2)
|
Total
Beneficial
Ownership
of
Common
Stock
(including
options)
|
Percentage
of
Common
Stock(3)
|
|||||||||||||||||||||
Linwood
J. Bundy
|
102,927
|
30,625
|
133,552
|
1.64%
|
|||||||||||||||||||||
Ronald
J. Evans
|
222,209
|
7,325
|
229,534
|
2.81%
|
|||||||||||||||||||||
T.
Stephen Gregory
|
32,912
|
5,000
|
37,912
|
0.46%
|
|||||||||||||||||||||
Beth
B. Hood
|
546
|
7,500
|
8,046
|
0.10%
|
|||||||||||||||||||||
Gilbert
L. Klemann, II
|
103,554
|
29,583
|
133,137
|
1.63%
|
|||||||||||||||||||||
Patrick
J. Lynch
|
75,318
|
28,125
|
103,443
|
1.27%
|
|||||||||||||||||||||
Joseph
J. Morrow
|
1,741,839
|
35,000
|
1,776,839
|
21.76%
|
|||||||||||||||||||||
John
H. Sununu
|
157,037
|
45,000
|
202,037
|
2.47%
|
|||||||||||||||||||||
All
Directors and Executive
Officers
as Group (8 persons)
|
2,436,342
|
188,158
|
2,624,500
|
32.14%
|
|||||||||||||||||||||
Edmund
A. Schwesinger, Jr.
|
455,211
|
(5) | — |
455,211
|
5.57%
|
(1) |
Excludes
stock units allocated to the account of the named person under the
Director Stock Unit Program. These allocations are as follows: Mr.
Bundy,
34,996; Mr. Evans, 34,996; Mr. Gregory, 27,676; Mr. Klemann, 34,996;
Mr.
Lynch, 34,996; Mr. Morrow, 34,996; Gov. Sununu,
34,996.
|
(2) |
Represents
shares which the directors and executive officers have, or within
60 days
after March l5, 2007 will have, the right to acquire through the
exercise
of stock options and warrants.
|
(3) |
Based
on 8,165,981 shares of the Common Stock outstanding as of March 15,
2007.
This assumes that all options or warrants exercisable within 60 days
after
March 15, 2007 owned by the named individual are exercised. The total
number of shares outstanding also assumes that none of the options
or
warrants owned by other named individuals are
exercised.
|
(4) |
The
address for each of our directors and executive officers is as follows:
c/o North American Galvanizing & Coatings, Inc., 5314 South Yale
Avenue, Suite 1000, Tulsa, Oklahoma
74135.
|
(5) |
Information
based on Schedule 13G of Mr. Edmund A. Schwesinger, Jr., 323 Railroad
Avenue, Greenwich, Connecticut 06831, filed with the SEC on January
26,
2007.
|
Name
and Principal Position
|
Year
|
Salary
($) (1)
|
Bonus
($)
|
Stock
Awards ($)
|
Option
Awards ($) (2)
|
Non-Equity
Incentive Plan Compensation ($)
|
Change
in Pension Value and Nonqualified Deferred Compensation Earnings
($)
(3)
|
All
Other Compensation ($) (4)
|
Total
($)
|
Ronald
J. Evans
|
2006
|
$
195,000
|
$
60,000
|
$
—
|
$
64,686
|
$
—
|
$
26,250
|
$
12,233
|
$
358,169
|
President
and CEO (5)
|
2005
|
175,833
|
50,000
|
—
|
—
|
—
|
15,000
|
10,579
|
251,412
|
2004
|
160,000
|
50,000
|
—
|
—
|
—
|
—
|
9,922
|
219,922
|
|
Beth
B. Hood
|
2006
|
145,000
|
20,000
|
—
|
10,027
|
—
|
—
|
5,906
|
180,933
|
CFO
and Secretary (6)
|
2005
|
92,083
|
13,300
|
—
|
—
|
—
|
—
|
—
|
105,383
|
(1)
Includes amounts deferred as an insider director under the Director
Stock
Unit Program, totaling $35,000 for 2006 and $20,000 for 2005. The
stock
unit awards are deferred for five years subject to acceleration upon
resignation, retirement or a change in control. The actual stock
certificates will not be issued to the director until the award is
paid
out.
|
|||||||||
(2)
Refer to Note 1, "Summary of Significant Accounting Policies, Stock
Options,” in the Notes to Consolidated Financial Statements included in
the Annual Report on Form 10-K filed on February 14, 2007 for the
relevant
assumptions used to determine the valuation of our option awards.
The
following are the grant date fair value of options awards and
modifications to our named executive officers during 2006: Mr. Evans,
$153,425 and Ms. Hood, $29,400.
|
|||||||||
(3)
Represents the Company’s matching contribution based on amounts deferred
as an inside director under the Director Stock Unit Program.
|
|||||||||
Mr.
Evans had 34,996 stock unit grants awarded under the Director Stock
Unit
program outstanding at December 31, 2006.
|
|||||||||
(4)
Represents the Company's matching contributions to its 401(k) defined
contribution retirement plan on behalf of the named executive
officer.
|
|||||||||
(5)
Current salary level of $325,000 as established in employment agreement
dated April 1, 2007, Other material terms of this employment agreement
are
provided above in “Compensation Discussion and Analysis—CEO Employment
Agreement.”
|
|||||||||
(6)
Joined the Company, effective April 18,
2005.
|
Name
and
|
Estimated
Future Payouts Under Non-Equity Incentive Plan
Awards
|
Estimated
Future Payouts Under Equity Incentive Plan Awards
|
All
Other Stock Awards: Number of Shares of
|
All
Other Option Awards: Number of Securities
|
Exercise
or Base Price of Option
|
Grant
Date Fair Value of Stock and Option
|
|||||||||||||||||
Principal
Position
|
Grant
Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Stock
or Units (#) (1) |
Underlying
Options
(#)
|
Awards
($/Sh)
(2)
|
Awards ($)
(3)(4) |
||||||||||||
Ronald
J. Evans
|
2/17/2006
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
100,000
|
2.10
|
$
147,000
|
||||||||||||
President
and CEO
|
4/3/1996
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
233,000
|
(5) |
2.50
|
6,425
|
(5) | ||||||||||
1/1/2006
|
—
|
—
|
—
|
—
|
—
|
—
|
7,543
|
—
|
—
|
15,313
|
|||||||||||||
4/3/2006
|
—
|
—
|
—
|
—
|
—
|
—
|
5,191
|
—
|
—
|
15,313
|
|||||||||||||
7/3/2006
|
—
|
—
|
—
|
—
|
—
|
—
|
3,388
|
—
|
—
|
15,313
|
|||||||||||||
10/2/2006
|
—
|
—
|
—
|
—
|
—
|
—
|
2,939
|
—
|
—
|
15,313
|
|||||||||||||
|
|||||||||||||||||||||||
Beth
B. Hood
|
2/17/2006
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
20,000
|
2.10
|
29,400
|
||||||||||||
CFO
and Secretary
|
(1)
Stock units awarded under the Director Stock Unit Program.
|
|||||||||||
(2)
The exercise price of the stock option awards is equal to the day's
closing price of the common stock.
|
|||||||||||
(3)
Refer to Note 1, "Summary of Significant Accounting Policies, Stock
Options,” in the Notes to Consolidated Financial Statements included in
the Annual Report on Form 10-K filed on February 14, 2007 for the
relevant
assumptions used to determine the valuation of our option
awards.
|
|||||||||||
(4)
Stock unit values based upon average closing price of common stock
for 10
trading days prior to grant date.
|
|||||||||||
(5)
The Board extended for 42 days the exercise date of these 1996 stock
options in order to permit the CEO to make a cashless exercise of
the
options during an open window period under the Company’s insider trading
policy. The fair value of the modification computed in accordance
with FAS
123-R is $6,425.
|
Option
Awards
|
Stock
Awards
|
|||||||||||
Name
and
Principal
Position
|
Number
of Securities Underlying Unexercised Options (#)
Exercisable
|
Number
of Securities Underlying Unexercised Options (#) Unexercisable
(1)
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Unearned Options (#)
|
Option
Exercise Price ($/Sh)
|
Option
Expiration Date (2)
|
Number
of Shares or Units of Stock That Have Not Vested
(#)
|
Market
Value of Shares or Units of Stock That Have Not Vested
($)
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other
Rights
That Have Not Vested (#)
|
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares,
Units or
Other Rights That Have Not Vested ($)
|
|||
Ronald
J. Evans
|
—
|
3,750
|
—
|
$
1.50
|
3/07/2013
|
—
|
—
|
—
|
—
|
|||
President
and CEO
|
12,500
|
25,000
|
—
|
2.50
|
2/16/2015
|
—
|
—
|
—
|
—
|
|||
25,000
|
75,000
|
—
|
2.10
|
2/17/2016
|
—
|
—
|
—
|
—
|
||||
Beth
B. Hood
|
—
|
7,500
|
—
|
2.45
|
4/18/2005
|
—
|
—
|
—
|
—
|
|||
CFO
and Secretary
|
5,000
|
15,000
|
—
|
2.10
|
2/17/2006
|
—
|
—
|
—
|
—
|
(1)
Options become exercisable in four equal annual installments beginning
on
the first anniversary date of grant.
|
||||||||||||||||
(2)
The expiration date of each option occurs 10 years after the date
of grant
of each option.
|
Name
and Principal Position
|
Option
Awards
|
Stock
Awards
|
||
Number
of Shares Acquired on Exercise (#)
|
Value
Realized on Exercise ($)
|
Number
of Shares Acquired
on
Vesting (#)
|
Value
Realized on Vesting ($)(1)
|
|
Ronald
J. Evans
|
||||
President
and CEO
|
310,750
|
$398,326
|
19,061
|
$61,250
|
Beth
B. Hood
|
2,500
|
8,688
|
—
|
—
|
CFO
and Secretary
|
Name
and Principal Position
|
Executive
Contributions
in
2006 ($)
|
Registrant
Contributions
in
2006 ($)
|
Aggregate
Earnings
in
2006 ($)
|
Aggregate
Withdrawals/Distributions ($)
|
Aggregate
Balance at
December
31, 2006 ($)
|
Ronald
J. Evans
|
$
35,000
|
$
26,250
|
$
—
|
$
—
|
$
183,729
|
President
and CEO
|
|||||
By
the
Compensation Committee of the Board of Directors:
Linwood
J. Bundy, Chairman
T.
Stephen Gregory
Patrick
J. Lynch
Joseph
J. Morrow
|
· |
reviewed
and discussed with Deloitte & Touche, LLP, our independent registered
public accountants (“Deloitte”), and with management our audited financial
statements included in our Annual Report on Form 10-K for the year
ended
December 31, 2006,
|
· |
discussed
with Deloitte the matters required by Statement on Auditing Standards
No.
61, as amended, relating to communications between the Audit Committee
and
the independent registered public accountants,
and
|
· |
received
from and discussed with Deloitte the written disclosures and letter
from
Deloitte required by Independence Standards Board Standard No. 1
as
modified or supplemented, regarding their independence from the
Company.
|
The
Audit Committee:
Patrick
J. Lynch, Chairman
Linwood
J. Bundy
Gilbert
L. Klemann, II
|
|
(a)
|
(b)
|
(c)
|
|||
Plan
Category
|
Number
of securities to be issued upon exercise of outstanding
options
|
Weighted-average
exercise price of outstanding options
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column
(a))
|
|||
Equity
compensation Plans approved by security holders
|
428,083
|
$2.02
|
892,500
(1)
|
|||
Equity
compensation Plans not approved by security holders
|
0
|
N/A
|
0
|
|||
Total
|
428,083
|
$2.02
|
892,500
|
Please Mark Here |_| for Address Change or Comments SEE REVERSE SIDE |
1. | Election of the following nominees as Directors: |
FOR all nominees listed
(except as marked to the contrary) |
WITHHOLD AUTHORITY to
vote for nominees listed |
|
|_| | |_| |
2. | Ratify the appointment of Deloitte & Touche LLP as independent Registered Public accountants for fiscal 2007 |
FOR | AGAINST | ABSTAIN | ||
|_| | |_| | |_| |
3. | In their discretion, the Proxies are authorized to vote upon such other matters as may properly come before the meeting. |
Please sign, date and return this proxy promptly, using the enclosed envelope.
If no box is marked above with respect to proposal 2 the undersigned will be deemed to have voted FOR the proposal.
INTERNET http://www.proxyvoting.com/nga |
OR |
TELEPHONE 1-866-540-5760 |
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Use the internet to vote
your
proxy. Have your proxy card in hand when you access the web site.
|
Use any touch-tone telephone
to
vote your proxy. Have your proxy card in hand when you call.
|