SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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Check the appropriate box:
[_] Preliminary Proxy Statement [_] Soliciting Material Under Rule
[_] Confidential, For Use of the 14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
Syms Corp.
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(Name of Registrant as Specified In Its Charter)
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previously. Identify the previous filing by registration statement number,
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SYMS CORP
SYMS WAY
SECAUCUS, NEW JERSEY 07094
June 2, 2006
Dear Shareholder:
You are cordially invited to attend the 2006 Annual Meeting of Shareholders
of Syms Corp (the "Company") which will be held on July 6, 2006, at 10:30 a.m.
at the offices of the Company.
Information about the meeting and the various matters on which the
shareholders will act is included in the Notice of Annual Meeting of
Shareholders and Proxy Statement which follow. Also included is a proxy card and
postage paid return envelope.
It is important that your shares be represented at the meeting. Whether or
not you plan to attend, we hope that you will complete and return your Proxy
Card in the enclosed envelope as promptly as possible.
Sincerely,
Marcy Syms
Chief Executive Officer
SYMS CORP
-----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
JULY 6, 2006
To the Shareholders:
Notice is hereby given that the Annual Meeting of Shareholders of Syms Corp
will be held at the office of the Company at Syms Way, Secaucus, New Jersey
07094, on Thursday, July 6, 2006 at 10:30 a.m. for the following purposes:
1. To elect seven (7) directors to serve for the term of one (1)
year or until their respective successors have been elected and
qualified.
2. To ratify the appointment of BDO Seidman, LLP as the registered
independent public accounting firm of the Company for the fiscal
year ending March 3, 2007.
3. To transact such other business as may properly come before the
meeting and any adjournment(s) or postponement(s) thereof.
The Board of Directors recommends a vote FOR items 1 and 2.
The foregoing items of business are described more fully in the Proxy
Statement accompanying this notice.
The close of business on June 2, 2006 has been fixed by the Board of
Directors as the record date for the determination of shareholders entitled to
notice of, and to vote at, the meeting and only shareholders of record at such
time will be so entitled to vote.
You are cordially invited to attend the meeting in person. Please sign and
date the enclosed proxy and return it in the envelope enclosed for this purpose,
whether or not you plan to attend the meeting. It will assist us in keeping down
the expenses of the meeting if shareholders return their signed proxies
promptly, whether they own a few shares or many shares.
By Order of the Board of Directors
Antone F. Moreira
Assistant Secretary
Secaucus, New Jersey
June 2, 2006
SYMS CORP
SYMS WAY
SECAUCUS, NEW JERSEY 07094
PROXY STATEMENT
FOR ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD
ON JULY 6, 2006
INTRODUCTION
This Proxy Statement and enclosed proxy card are being furnished in
connection with the solicitation by the Board of Directors of Syms Corp, a New
Jersey corporation (the "Company"), of proxies for use at the 2006 Annual
Meeting of the Shareholders the "Annual Meeting", to be held on July 6, 2006 at
10:30 a.m. at the Company's executive offices located at Syms Way, Secaucus, New
Jersey 07094 or at any adjournment(s) or postponement(s) for the purposes set
forth in the accompanying Notice of Annual Meeting of Shareholders.
The cost of preparing and mailing the proxy and this Proxy Statement and
all other costs in connection with this solicitation of proxies will be borne by
the Company. It is anticipated that the accompanying proxy and this Proxy
Statement will be sent to shareholders of the Company on or about June 2, 2006.
Proxies in the accompanying form which are properly executed and duly
returned to the Company and not revoked will be voted as specified. Any such
proxy in which no direction is specified will be voted FOR the election of the
Board of Directors' nominees for director and FOR the ratification of the
appointment of BDO Seidman, LLP as the independent registered public accounting
firm for the fiscal year ended March 3, 2007 and in the discretion of the
proxies named on the proxy card with respect to any other matters properly
brought before the meeting and any adjournment(s) or postponement(s) thereof.
Each proxy granted is revocable and may be revoked at any time prior to its
exercise, by notifying American Stock Transfer & Trust Co., 59 Maiden Lane, New
York, NY 10038 in writing, by executing a subsequent proxy or by electing to
vote in person at the Annual Meeting. Mere attendance at the Annual Meeting will
not serve to revoke a proxy. The Company intends to reimburse brokerage
companies and others for forwarding proxy materials to beneficial owners of
shares.
Only shareholders of record of the Company's voting securities as of the
close of business on June 2, 2006 are entitled to notice of and to vote at the
Annual Meeting. As of the record date, 14,500,801 shares of common stock, par
value $0.05 per share ("Common Stock"), were outstanding. Each share of Common
Stock entitles the record holder thereof to one vote on each of the Proposals
and on all other matters properly brought before the Annual Meeting.
Concurrently with the mailing of this Proxy Statement, the Company is mailing
its Annual Report for its fiscal year ended February 25, 2006, to shareholders
of record on June 2, 2006.
Shareholders vote at the Annual Meeting by casting ballots (in person or by
proxy) which are tabulated by a representative of the Company's independent
transfer agent appointed to serve as Inspector of Election at the meeting and
who has executed and verified an oath of office. The holders of a majority of
the shares of Common Stock issued and outstanding represented in person or by
proxy shall constitute a quorum. The affirmative vote of a plurality of the
votes cast at the Annual Meeting is sufficient to elect a director. The
affirmative vote of a majority of the votes cast at the Annual Meeting is
required to ratify the appointment of BDO Seidman, LLP as the Company's
registered independent public accounting firm.
Abstentions and broker non-votes are included in the determination of the
number of shares present at the Annual Meeting for quorum purposes. A "broker
non-vote" occurs when a nominee holding shares for a beneficial owner does not
vote on a particular proposal because the nominee does not have discretionary
voting power on that matter and has not received instructions from the
beneficial owner. With respect to Proposals 1 and 2, abstentions and "broker
non-votes" will not be included in total votes and will have no effect on the
outcomes of these proposals.
ELECTION OF DIRECTORS
PROPOSAL 1
At the Annual Meeting, all seven directors of the Company are to be elected
for the term of one year or until their respective successors have been elected
and qualified. It is intended that votes will be cast pursuant to proxies
received from holders of Common Stock of the Company for the nominees listed
below, unless the proxy contains contrary instructions. The affirmative vote of
a plurality of the votes cast at the meeting is necessary for the election of
directors. Thus, provided a quorum is present and voting, the seven directors
receiving the most votes will be elected as directors.
If any of the nominees listed below is unavailable for election at the date
of the Annual Meeting, the shares represented by the proxy will be voted for the
remaining nominees and for such substitute nominee or nominees as the Board of
Directors, in their judgment, designate. The Company at this time has no reason
to believe that any of these nominees will decline or be unable to serve if
elected.
Background information with respect to the Board of Directors' nominees for
election as directors, appears below. All of the nominees for directors, except
for Henry M. Chidgey and Bernard H. Tenenbaum, are incumbent directors, who were
elected by shareholders at a meeting for which proxies were solicited. There is
no family relationship between any nominee and any other nominee or executive
officer of the Company except that Marcy Syms is the daughter of Sy Syms. See
"Security Ownership of Certain Beneficial Owners and Management" for information
regarding the equity securities of the Company owned by each nominee for
director.
NAME OF DIRECTOR DIRECTOR
OR NOMINEE FOR ELECTION AGE SINCE POSITION
----------------------- --- -------- --------
Sy Syms (1) (4) (5) ........... 80 1983 Chairman of the Board and
Director of the Company
Marcy Syms (1) (4) (5)......... 55 1983 Chief Executive
Officer/President and
Director of the Company
Antone F. Moreira ............. 69 1997 Vice President, Treasurer and
Chief Financial Officer,
Assistant Secretary and
Director of the Company
Henry M. Chidgey............... 56 N/A N/A
Bernard H. Tenenbaum........... 51 N/A N/A
Amber M. Brookman (2) (3) ..... 64 2004 Director of the Company
Wilbur L. Ross, Jr. (2) (3) ... 68 1983-1999; Director of the Company
2000
----------
(1) Member of the Executive Committee of the Company.
(2) Member of the Stock Option Committee of the Company.
(3) Member of the Audit Committee of the Company.
(4) Member of the Nominating & Corporate Governance Committee of the Company.
(5) Member of the Compensation Committee of the Company.
2
NOMINEES FOR ELECTION AS DIRECTOR
Set forth below is information concerning the board of directors' nominees for
director:
SY SYMS has been Chairman of the Board, Chief Executive Officer and a
Director of the Company and/or its predecessors since 1959. Mr. Syms was Chief
Operating Officer of the Company from 1983 to 1984. Mr. Syms has been a Director
of Israel Discount Bank of New York since December 1991. On January 22, 1998,
Mr. Syms resigned from his position as Chief Executive Officer. Since that date,
Mr. Syms has been Chairman of the Board. Mr. Syms is Marcy Syms' father.
MARCY SYMS has been President and a Director of the Company since 1983 and
was Chief Operating Officer of the Company from 1984 until January 1998. On
January 22, 1998, Marcy Syms was named Chief Executive Officer and President.
Marcy Syms is Sy Syms' daughter. Marcy Syms is also a director of Rite-Aid Corp.
ANTONE F. MOREIRA has been Vice President, Chief Financial Officer,
Treasurer and Assistant Secretary of the Company since May 1997. From 1996 to
May 1997, Mr. Moreira was a financial consultant with Equitable Assurance
Society, a financial services organization. From 1990 to 1995, Mr. Moreira was
Executive Vice President and Chief Financial Officer of Stuarts Department
Stores, Inc., a regional discount department store chain operating in New
England.
HENRY M. CHIDGEY has been President of Osage International Consulting Group
since 2000. Mr. Chidgey was President and Chief Operating Officer of Hearts on
Fire, a privately-held branded diamond and diamond jewelry business, in 2003 and
2004, and he continues to serve as an advisor to that company. Mr. Chidgey
served as Director and Chief Operating Officer of FerroNorte, SA, a Brazilian
railroad company from 1997-1999 and prior to that he was President of RailTex
from 1995 to 1997.
BERNARD H. TENENBAUM is President of the Children's Leisure Products Group,
a holding company with investments in children's leisure product businesses, a
position he held since 1997. He is also of counsel to Bel Air Partners, an
investment banking firm. Previously, he was Vice President of Corporate
Development for Russ Berrie. Mr. Tenenbaum was the founding Director of the
George Rothman Institute of Entrepreneurial Studies at Fairleigh Dickinson
University and the first George Rothman Clinical Professor of Entrepreneurial
Studies.
AMBER M. BROOKMAN has been President and Chief Executive Officer of
Brookwood Companies for the past seventeen years. Brookwood Companies is a
textile and apparel company. Ms. Brookman manages the activities of five
divisions of Brookwood Companies, as well as its wholly owned subsidiaries
Brookwood Laminating, Kenyon Industries, Inc., XtraMile and Solutions 4.
WILBUR L. ROSS, JR. has been a principal of W L Ross & Company LLC since
2000. Mr. Ross was Managing Director of Rothchild, Inc. from 1976 to 1999.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
ELECTION OF EACH NOMINEE FOR DIRECTOR NAMED ABOVE. PROXIES SOLICITED HEREBY WILL
BE VOTED FOR EACH NOMINEE NAMED ABOVE UNLESS A VOTE AGAINST A NOMINEE OR AN
ABSTENTION IS SPECIFICALLY INDICATED.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the Company's fiscal year ended February 25, 2006 there were four
meetings of the Board of Directors. During fiscal 2005, all directors attended
at least 75% of the meetings of the Board of Directors and the committees of
which he or she was a member, and all but one director attended all meetings of
the Board of Directors and committees of which he or she was a member.
Based on information supplied to it by the Directors, the Board of
Directors has determined that Amber Brookman, Wilbur L. Ross, Jr., Henry M.
Chidgey and Bernard H. Tenenbaum are "independent" under the listing standards
of the New York Stock Exchange ("NYSE") and the rules and regulations
promulgated by the Securities and Exchange Commission (the "SEC"). The Board of
Directors has made such determinations based on the fact that none of such
persons have had, or currently have any material relationship with the Company
or its affiliates or any executive officer of the Company or his or her
affiliates, that would impair their independence, including, without limitation,
any commercial, industrial, banking, consulting, legal, accounting, charitable
or familial relationship.
3
The Board of Directors has determined that the Company is a "controlled
company" (as defined in the NYSE listing standards) based on the fact that more
than 50% of the voting power of the Company's voting stock is held by a group
comprised of Sy Syms, individually and as trustee of The Sy Syms Revocable
Living Trust, dated March 17, 1989, as amended, and Marcy Syms, individually and
as trustee of The Laura Merns Living Trust, dated February 14, 2003. As a
result, the Company is exempt from the provisions of the NYSE listing standards
requiring that (i) a majority of the board consist of independent directors,
(ii) the nominating committee be composed entirely of independent directors and
(iii) the compensation committee be composed entirely of independent directors.
The Committees of the Board of Directors include an Audit Committee, an
Executive Committee, a Stock Option Committee, a Compensation Committee and a
Nominating & Corporate Governance Committee.
The Audit Committee has the principal function of reviewing the adequacy of
the Company's internal system of accounting controls, conferring with the
independent registered public accountants concerning the scope of their
examination of the books and records of the Company and their audit and
non-audit fees, recommending to the Board of Directors the appointment of
independent registered public accountants, reviewing and approving related party
transactions and considering other appropriate matters regarding the financial
affairs of the Company. The Board of Directors had adopted a written charter
setting out the functions of the Audit Committee, a copy of which is available
on the Company's website at www.syms.com and is available in print to any
shareholder who requests it, in writing to the Company's Assistant Secretary,
Syms Corp, Syms Way, Secaucus, New Jersey 07094. The current members of the
Audit Committee are Harvey A. Weinberg (Chairman), Amber Brookman and Wilbur L.
Ross, Jr., none of whom is, or has ever been, an officer or employee of the
Company and are all considered "independent" for the purposes of the NYSE
listing standards. In addition to meeting the independence standards of the
NYSE, each member of the Audit Committee is financially literate and meets the
independence standards established by the SEC. The Board of Directors has also
determined that Wilbur L. Ross, Jr. has the requisite attributes of an "audit
committee financial expert" as defined by regulations of the SEC and that such
attributes were acquired through relevant education and experience. The Audit
Committee met four times during the fiscal year ended February 25, 2006.
The Executive Committee exercises all of the powers and authority of the
Board of Directors in the management and affairs of the Company between meetings
of the Board of Directors, to the extent permitted by law. The members of the
Executive Committee are Sy Syms and Marcy Syms. The Executive Committee did not
meet during the fiscal year ended February 25, 2006.
The Stock Option Committee reviews and recommends to the Board of Directors
renumeration arrangements and compensation plans for the Company's officers and
key employees and administers the Company's stock option and appreciation plans,
and determines the officers and key employees who are to be granted equity based
incentive compensation awards under such plans. The members of the Stock Option
Committee are Amber Brookman, Wilbur L. Ross, Jr. and Harvey A. Weinberg, none
of whom is, or has ever been, an officer or employee of the Company and are all
"independent" for the purposes of the NYSE listing standards. The Stock Option
Committee met once during the fiscal year ended February 25, 2006.
The Compensation Committee is responsible for reviewing and approving for
the CEO and other executives of the Company, annual base salary, and for
determining director compensation and benefit programs (other than those
programs administered by the Stock Option Committee). The full Board of
Directors reviews and approves the recommendations of the Compensation Committee
for the annual base salary of the CEO and Chairman of the Board. The current
members of the Compensation Committee are Sy Syms and Marcy Syms. The
Compensation Committee did not meet during the fiscal year ended February 25,
2006.
The Nominating & Corporate Governance Committee seeks to, among other
things, find qualified individuals to serve as directors of the Company. The
current members of the Nominating & Corporate Governance Committee are Marcy
Syms and Sy Syms. Because the Company is a "controlled company" (as defined in
the NYSE listing standards), the Company is not required to have a formal
written charter for the Nominating & Corporate Governance Committee. The
Nominating & Corporate Governance Committee met once during the fiscal year
ended February 25, 2006. The Nominating & Corporate Governance Committee
recommended that Henry M. Chidgey and Bernard H. Tenenbaum be elected as
directors. In making that recommendation, the Nominating & Corporate Governance
Committee determined that both of these individuals met the minimum
qualifications described below.
4
MINIMUM QUALIFICATIONS. The Company does not set specific criteria for
directors except to the extent required to meet applicable legal, regulatory and
stock exchange requirements, including, but not limited to, the independence
requirements of the NYSE and the SEC, as applicable. Nominees for director will
be selected on the basis of outstanding achievement in their personal careers;
board experience; wisdom; integrity; ability to make independent, analytical
inquiries; understanding of the business environment; the ability to represent
fairly all shareholders without advocating any particular shareholder of
constituency; the absence of a conflict of interest, and the willingness to
devote adequate time to Board of Directors duties. While the selection of
qualified directors is a complex and subjective process that requires
consideration of many intangible factors, the Nominating & Corporate Governance
Committee believes that each director should have a basic understanding of (i)
principal operational and financial objectives and plans and strategies of the
Company, (ii) results of operations and financial condition of the Company and
of any significant subsidiaries or business segments, (iii) the need for
adopting and implementing internal controls, and (iv) the relative standing of
the Company and its business segments in relation to its competitors.
NOMINATING PROCESS. The Nominating & Corporate Governance Committee is
willing to consider candidates submitted by a variety of sources (including
incumbent directors, shareholders, Company management and third party search
firms) when reviewing candidates to fill vacancies and/or expand the Board of
Directors. If a vacancy arises or the Board of Directors decides to expand its
membership, the Nominating & Corporate Governance Committee asks each director
to submit a list of potential candidates for consideration. The Nominating &
Corporate Governance Committee then evaluates each potential candidate's
educational background, employment history, outside commitments and other
relevant factors to determine whether he/she is potentially qualified to serve
on the Board of Directors. At that time, the Nominating & Corporate Governance
Committee also will consider potential nominees submitted by shareholders in
accordance with the procedures adopted by the Board of Directors, the Company's
management and, if the Nominating & Corporate Governance Committee deems it
necessary, retain an independent third party search firm to provide potential
candidates. The Nominating & Corporate Governance Committee seeks to identify
and recruit the best available candidates, and it intends to evaluate qualified
shareholder nominees on the same basis as those submitted by Board of Directors
members, Company management, third party search firms or other sources.
After completing this process, the Nominating & Corporate Governance
Committee will determine whether one or more candidates are sufficiently
qualified to warrant further investigation. If the process yields one or more
desirable candidates, the Nominating & Corporate Governance Committee will rank
them by order of preference, depending on their respective qualifications and
the Company's needs. The Nominating & Corporate Governance Committee will then
contact the preferred candidate(s) to evaluate their potential interest and to
set up interviews with the Nominating & Corporate Governance Committee. All such
interviews are held in person, and include only the candidate and the Nominating
& Corporate Governance Committee members. Based upon interview results and
appropriate background checks, the Nominating & Corporate Governance Committee
then decides whether it will recommend the candidate's nomination to the full
Board of Directors.
When nominating a sitting director for re-election at an annual meeting,
the Nominating & Corporate Governance Committee will consider the director's
performance on the Board of Directors and the director's qualifications in
respect of the criteria referred to above.
CONSIDERATION OF SHAREHOLDER NOMINATED DIRECTORS. The Nominating &
Corporate Governance Committee will consider candidates for the Board of
Directors submitted by shareholders in a timely manner in accordance with
applicable securities laws. Any shareholder wishing to submit a candidate for
consideration should send the following information to the Company's Secretary,
Syms Corp, Syms Way, Secaucus, New Jersey 07094: (i) shareholder's name, number
of shares owned, length of period held, and proof of ownership; (ii) name, age
and address of candidate; (iii) a detailed resume describing, among other
things, the candidate's educational background, occupation, employment history
for at least the previous five years, and material outside commitments (E.G.,
memberships on other boards and committees, charitable foundations, etc.); (iv)
a supporting statement which describes the candidate's reasons for seeking
election to the Board of Directors; (v) a description of any arrangements or
understandings between the candidate and the Company; and (vi) a signed
statement from the candidate, confirming his or her willingness to serve on the
Board of Directors.
5
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE GUIDELINES AND CODE OF BUSINESS CONDUCT AND ETHICS
The Board of Directors has adopted Corporate Governance Guidelines. The
Board of Directors has also adopted a Code of Business Conduct and Ethics. The
Corporate Governance Guidelines and the Code of Business Conduct and Ethics are
available on the Company's website at www.syms.com. A copy of the Corporate
Governance Guidelines and a copy of the Code of Business Conduct and Ethics are
available in print to any shareholder who requests it, in writing to the
Company's Assistant Secretary, Syms Corp, Syms Way, Secaucus, New Jersey 07094.
CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS
The Board of Directors has adopted a Code of Ethics applicable to the
Company's Chief Executive Officer, Chief Financial Officer and Controller, which
is available on the Company's website at www.syms.com. A copy of the Code of
Ethics for Senior Financial Officers is available in print to any shareholder
who requests it, in writing to the Company's Assistant Secretary, Syms Corp,
Syms Way, Secaucus, New Jersey 07094.
NON-MANAGEMENT DIRECTORS
Non-management directors meet in executive sessions at least once a year
and, if the group of non-management directors includes any director who is not
"independent," the independent directors meet at least once a year in an
executive session of only independent directors. As appropriate, some of the
executive sessions of the non-management directors should be with the CEO and
some should be outside the presence of the CEO and any other management
officials.
COMMUNICATIONS BETWEEN SHAREHOLDERS AND THE BOARD OF DIRECTORS
Shareholders and other interested persons seeking to communicate with the
Board of Directors should submit any communications in writing to the Company's
Assistant Secretary, Syms Corp, Syms Way, Secaucus, New Jersey 07094. Any such
communication must state the number of shares beneficially owned by the
shareholder making the communication. The Company's Assistant Secretary will
forward such communication to the full Board of Directors or to any individual
director or directors to whom the communication is directed.
ATTENDANCE AT ANNUAL MEETINGS
All Directors are expected to attend the Annual Meeting in person and be
available to address questions or concerns raised by shareholders. All
Directors, except one, attended the 2005 annual meeting of shareholders.
COMPENSATION OF DIRECTORS
Each member of the Board of Directors who is not an officer or employee
of the Company receives a director's fee presently established at the rate of
$3,500 per meeting for attending regular or special meetings of the Board of
Directors. Additionally, each committee member of the Board of Directors
receives $500 for any committee meeting attended by such member, together with
travel expenses related to such attendance. Directors who are officers or
employees of the Company do not receive any additional compensation by reason of
their service as directors.
6
EXECUTIVE OFFICERS
The Company's executive officers, as well as additional information with
respect to such persons, are set forth in the table below:
Name Age Position
---- --- --------
Sy Syms 80 Chairman of the Board and Director
Marcy Syms 55 Chief Executive Officer, President and Director
Antone F. Moreira 69 Vice President, Chief Financial Officer,
Treasurer, Assistant Secretary and Director
Ronald Zindman 56 Executive Vice President, General Merchandise
Manager
Allen Brailsford 62 Executive Vice President, Operations
Myra Butensky 47 Vice President, Divisional Merchandise Manager
Men's Tailored Clothing
James Donato 50 Vice President, Operations
Elyse Marks 53 Vice President, Information Services
John Tyzbir 52 Vice President, Human Resources
Information with respect to executive officers of the Company who also are
Directors is set forth on Page 3 of this Proxy Statement.
RONALD ZINDMAN has been Executive Vice President - General Merchandise
Manager of the Company since March 1997. He was Vice President, General
Merchandise Manager, Ladies, Men's and Haberdashery of the Company from July
1994 to March 1997. Previously, Mr. Zindman was Vice President - General
Merchandise Manager Ladies of the Company from March 1993 to July 1994 and a
buyer of men's and women's merchandise from March 1990 to March 1993.
ALLEN BRAILSFORD has been Executive Vice President of the Company since
April 2001. Mr. Brailsford was Vice President of Operations of the Company from
March 1992 to March 2001, and from March 1985 to March 1992, he was Director of
Distribution of the Company.
MYRA BUTENSKY has been Vice President - Divisional Merchandise Manager,
Men's Tailored Clothing of the Company since January 1999. From May 1998 to
January 1999, Ms. Butensky was Divisional Merchandise Manager, Ladies, of the
Company. From June 1991 to April 1998, Ms. Butensky was a ladies buyer. Prior to
joining the Company in 1991, Ms. Butensky was a buyer with Popular Trading Club,
Inc, and also spent 10 years with Macy's in a number of buying positions.
JAMES DONATO has been Vice President of Operations of the Company since
April 2001. From November 1997 to March 2001 he was Director of Store Planning
of the Company. Prior to November 1997, Mr. Donato was in store management as a
District Manager and Store Manager of the Company.
ELYSE MARKS has been Vice President of MIS of the Company since April 2001.
From November 1999 to March 2001, Ms. Marks was Director of MIS of the Company.
Prior to November 1999, Ms. Marks was manager of MIS and store systems of the
Company. From 1983 to 1987, she was also in store management for the Company.
JOHN TYZBIR has been Vice President - Human Resources of the Company since
April 1999. From October 1997 to April 1999, Mr. Tyzbir was Director of Human
Resources of the Company. From January 1995 to October 1997, Mr. Tyzbir was
Director of Human Resources of Zallie Supermarkets Corp. From June 1991 to
January 1995, Mr. Tyzbir was Director of Human Resources and Planning of Carson
Pirie Scott Inc.
The Company's officers are elected annually by the Board of Directors and
hold office at the discretion of the Board of Directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of shares of Common
Stock as of June 2, 2006 for:
o each director;
o each officer named in the summary compensation table;
o each person owning of record or known by us, based on information
provided to us by the persons named below, to own beneficially at
least 5% of our common stock; and
7
o all directors and executive officers as a group.
Each person named in the table has sole voting and investment power with
respect to all shares of Common stock shown as beneficially owned by such
person, except as otherwise set forth in the notes to the table.
AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNERSHIP OF CLASS
NAME AND ADDRESS OF BENEFICIAL OWNER OF COMMON STOCK
Sy Syms ..................................... 8,412,120 (1)(2) 58.0%
Syms Way, Secaucus, NJ 07094
Marcy Syms .................................. 8,412,120 (3)(4) 58.0%
Syms Way, Secaucus, NJ 07094
Franklin Advisory Services, LLC ............. 1,430,000 (5) 9.9%
777 Mariner's Island Blvd.
San Mateo, CA 94404
Dimensional Fund Advisors, Inc. ............. 1,271,070 (6) 8.8%
1299 Ocean Avenue
Santa Monica, CA 90401
Barington Companies Equity Partners, L.P. ... 1,125,315 (7) 7.8%
888 Seventh Avenue, 17th Floor
New York, NY 10019
Ronald Zindman ............................. 39,174 (8) *
Syms Way, Secaucus, NJ 07094
Harvey A. Weinberg .......................... 200 *
2384 Augusta Way
Highland Park, IL 60035
Allen Brailsford ............................ 200 *
Syms Way, Secaucus, NJ 07094
Antone Moreira .............................. -- N/A
Syms Way, Secaucus, NJ 07094
Wilbur L. Ross, Jr .......................... 3,000 *
WL Ross & Company LLC
101 East 52nd Street
New York, NY 10022
Amber M. Brookman ........................... 220 *
Brookwood Companies, Inc.
232 Madison Avenue, 10th Floor
New York, NY 10016
All directors and executive officers
as a group (8 persons) ...................... 8,454,914 (3) 58.3%
* Less than one percent.
(1) Marcy Syms and Sy Syms are parties to a voting agreement pursuant to
which they agreed to vote together with respect to the election of the
directors nominated by the nominating committee and in favor of certain
other matters which are approved by the board of directors. As a result,
each of them is deemed to be the beneficial owner of the shares
beneficially owned by the other.
(2) Includes (a) 6,046,283 shares held in the Sy Syms Revocable Living Trust,
dated March 17, 1989, as amended (the "Sy Syms Revocable Living Trust");
Sy Syms retains the sole voting power of such shares and the right to
revoke the Sy Syms Revocable Living Trust at any time, and (b) 100 shares
held by Sy Syms as custodian for Jillian E. Merns and (c) the shares
2,365,737 shares of common stock beneficially by Marcy Syms as reflected
in notes 3 and 4(a) and (b) to this table.
8
(3) Includes 677,570 shares issuable upon the exercise of options granted
under the Option Plan and either currently exercisable or exercisable
within 60 days of June 2, 2006.
(4) Includes (a) 697,592 shares held in the Laura Merns Living Trust, dated
February 14, 2003, between Laura Merns, as settlor, and Marcy Syms, as
trustee, and (b) 317,183 shares held in the Marcy Syms Revocable Living
Trust, dated January 12, 1990, as amended; Marcy Syms retains the sole
voting power of such shares and the right to revoke the Marcy Syms
Revocable Living Trust at any time, and (c) the 6,046,383 shares of
common stock beneficially owned by Sy Syms as reflected in notes 2(a) and
(b) to this table.
(5) Franklin Advisory Services, LLC ("Franklin") has sole voting and
dispositive power with respect to 1,430,000 of its shares. This
information is based upon a Schedule 13G publicly filed by Franklin in
February 2006.
(6) Dimensional Fund Advisors, Inc. ("Dimensional") has sole voting and
dispositive power with respect to 1,271,070 of its shares. This
information is based upon a Schedule 13G publicly filed by Dimensional in
December 2005.
(7) Barington Companies Equity Partners, L.P. ("Barington") and others have
sole voting and dispositive power with respect to 1,125,315 of its
shares. This information is based upon a Schedule 13D/A publicly filed by
Barington in March 2006.
(8) Includes 36,974 shares issuable upon the exercise of options granted
under the Option Plan and either currently exercisable or exercisable
within 60 days of June 2, 2006.
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by the Company and its
subsidiaries for the last three fiscal years to its chief executive officer and
its four most highly compensated executive officers, other than the CEO who were
serving as executive officers a the end of the most recently completed fiscal
year.
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
AWARDS (2)
ANNUAL COMPENSATION SECURITIES
------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR (1) SALARY BONUS OPTIONS/SARS COMPENSATION
--------------------------- -------- ------ ----- ------------ ------------
Sy Syms............................ 2005 $624,988 (2) $ 0 0 0
Chairman of the Board 2004 $624,988 (2) $ 0 0 0
2003 $624,988 (2) $ 0 0 0
Marcy Syms ........................ 2005 $595,010 $ 0 97,500 0
Chief Executive Officer/President 2004 $576,150 $ 0 0 0
2003 $578,485 $ 0 0 0
Ronald Zindman..................... 2005 $399,984 $ 0 0 0
Executive Vice President- 2004 $399,984 $ 0 0 0
General Merchandise Manager 2003 $399,023 $ 0 0 0
Antone F. Moreira................. 2005 $163,500 $15,000 0 0
Vice President, Chief Financial 2004 $156,000 $ 0 0 0
Officer, Treasurer and Assistant 2003 $156,000 $ 0 0 0
Secretary
Allen Brailsford................... 2005 $144,550 $20,000 0 0
Executive Vice President 2004 $137,800 $10,000 0 0
Operations 2003 $132,600 $10,000 0 0
(1) The compensation reported for fiscal years ended February 25, 2006,
February 26, 2005 and February 28, 2004 reflects annual salaries for a
52-week period.
(2) Excludes payments made under the lease of the Elmsford store. See "Certain
Relationships and Related Transactions."
9
STOCK OPTION GRANTS IN FISCAL 2005
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS/SARS
OPTIONS/ GRANTED TO EXERCISE OF
SARS EMPLOYEES IN BASE PRICE EXPIRATION BLACK SCHOLES
NAME GRANTED FISCAL 2005 ($/SHARE)(2) DATE VALUATION
---- ------- ----------- ------------ ---- ---------
Marcy Syms 97,500 100% 15.01 7/21/15 $773,000
(1) Consists of stock options at a per share option price equal to the fair
market value of the Company's Common Stock on the date of the grant. The
term of the option is ten years. These options, which were granted at
$15.01 per share, are to replace options that expired with a price per
share ranging from $8.50 to $9.75.
(2) The exercise price may be paid by delivery of already owned shares of the
Company's Common Stock.
AGGREGATED OPTION/SAR EXERCISES
IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES
The following table provides information concerning exercises of stock
options as of February 25, 2006 by the executive officers named in the Summary
Compensation Table and the value of unexercised options held by them at February
26, 2005.
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
NUMBER OF OPTIONS/SARS AT OPTIONS/SARS AT
SHARES VALUE FEBRUARY 25, 2006 (1) FEBRUARY 25, 2006 ($) (2)
ACQUIRED ON REALIZED --------------------- -------------------------
NAME EXERCISE ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- --- ----------- ------------- ----------- -------------
Sy Syms 0 0 0 0 0 0
Marcy Syms 0 0 677,570 0 4,425,557 0
Antone Moreira 0 0 0 0 0 0
Ronald Zindman 0 0 40,474 0 342,267 0
Allen Brailsford 0 0 0 0 0 0
----------
(1) No SARs are held.
(2) Based upon a closing price of $14.77 per share of Common Stock on the NYSE
on February 25, 2006.
PENSION PLAN
The following table sets forth the estimated annual benefits payable on
retirement to persons in specified renumeration and years of participation
classifications under the Company's defined benefit pension plan (the "Pension
Plan") for employees not covered under collective bargaining agreements:
HIGHEST FIVE 15 20 25 30 35
YEAR AVERAGE YEARS OF YEARS OF YEARS OF YEARS OF YEARS OF
COMPENSATION SERVICE SERVICE SERVICE SERVICE SERVICE
------------ ------- ------- ------- ------- -------
$ 50,000 $ 5,700 $ 7,600 $ 9,500 $ 9,500 $ 9,500
75,000 8,550 11,400 14,250 14,250 14,250
100,000 11,400 15,200 19,000 19,000 19,000
125,000 14,250 19,000 23,750 23,750 23,750
150,000 17,100 22,800 28,500 28,500 28,500
10
A Pension Plan's participant's interest vests over a seven year period
commencing in the third year at the rate of 20% after completing three years of
employment and 20% for each year thereafter, and is 100% vested after the
completion of seven years of service. Benefit payments are made in the form of
one of five annuity payment options elected by the participant. Amounts in the
table are based on a straight life annuity. For the executive officers named in
the Summary Compensation Table, compensation for purposes of the Pension Plan
generally corresponds to the amounts shown in the "Salary" column of the Summary
Compensation Table.
Currently no more than $210,000 (as adjusted from time to time by the
Internal Revenue Service) of cash compensation may be taken into account in
calculating benefits payable under the Pension Plan. Executive officers in the
Summary Compensation Table were credited with the following years of service at
December 31, 2005: Sy Syms, 32 or more years; Marcy Syms, 28 or more years;
Ronald Zindman, 16 years; Allen Brailsford, 21 or more years; and Antone Moreira
9 or more years. Benefits under the Pension Plan are not subject to any
deduction for social security or other offset amount. The annual retirement
benefit is reduced pro rata if the employee has completed less than fifteen
years of service. Effective December 31, 1994, the plan was amended to change
the pro rata reduction to be based on 25 years of participation. A participant
is entitled to be paid his benefits upon his retirement at age 65. If a
participant has completed at least 15 years of service he may retire upon
reaching age 55 but the benefits he receives will be actuarially reduced to
reflect the longer period during which he will receive a benefit. A participant
who leaves the Company for any reason other than death, disability or retirement
will be entitled to receive the vested portion of his benefit payable over
different periods of time depending on the aggregate amount vested and payment
option elected.
EMPLOYMENT AGREEMENTS
The Company has entered into an employment agreement dated November 1, 1996
with its Executive Vice President - General Merchandise Manager, Ronald Zindman.
Pursuant to the agreement, Mr. Zindman is to receive a minimum salary of
$225,000 per year from inception through March 1, 1997; $300,000 per year for
the next succeeding three years; $350,000 per year for the next succeeding three
years; $400,000 per year for the next three years; $450,000 per year for the
final three years of the agreement. The agreement is to remain in effect until
March 1, 2009. Termination of the agreement by the Company before that date will
require a payment to Mr. Zindman equal to 150% of one year's salary (at the
employee's then current rate). If this agreement is terminated by the employee
prior to its final term, the Company must pay to the employee a sum equal to 60%
of one year's salary (also at the employee's then current rate).
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Sy Syms and Marcy Syms served as members of the Compensation Committee. Sy
Syms is Chairman of the Board of Directors of the Company and Marcy Syms is the
Company's Chief Executive Officer and President. Other than as set forth in this
Proxy Statement, no member of the Compensation Committee had any relationship
requiring disclosure by the Company under Item 404 of Regulation S-K.
In addition, the Stock Option - Compensation Committee, the predecessor
committee to the Compensation Committee, was composed entirely of non-employee
directors that had no direct or indirect material interest in or relationship
with the Company outside of his position as a Director. The Stock Option -
Compensation Committee was composed of the following board members: Amber
Brookman, Wilbur L. Ross, Jr. and Harvey A. Weinberg. It met once during the
fiscal year ended February 25, 2006.
No executive officer of the Company served during fiscal 2005 (i) as a
member of the compensation committee (or other board committee performing
equivalent functions or, in the absence of any such committee, the entire board
of directors) of another entity, one of whose executive officers serves on the
Compensation Committee of the Company; (ii) as a director of another entity, one
of whose executive officers served on the Compensation Committee of the Company;
or (iii) as a member of the compensation committee (or other board committee
performing equivalent functions or, in the absence of any such committee, the
entire board of directors) of another entity, one of whose executive officers
served as a Director of the Company.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S
PREVIOUS FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, THAT MIGHT INCORPORATE FUTURE FILINGS,
INCLUDING THIS PROXY STATEMENT, IN WHOLE OR IN PART, THE FOLLOWING PERFORMANCE
GRAPH AND "REPORT OF THE COMPENSATION COMMITTEE" SHALL NOT BE INCORPORATED BY
REFERENCE INTO ANY SUCH FILINGS.
11
PERFORMANCE GRAPH
Below is a graph comparing the cumulative total shareholders return on the
Company's Common Stock for the last six fiscal years (beginning March 2, 2001
and ending February 24, 2006, the last trading date for fiscal 2005) with the
cumulative total return of the Wilshire 5000 Index and the S&P Retail Composite
Index over the same period (assuming (i) the investment of $100 on March 1, 2002
in the Company's Common Stock and in each of these two Indexes, (ii)
reinvestment of all dividends and (iii) no payment of brokerage or other
commissions or fees).
[The table below represents a line chart in the printed report.]
3/2/2001 3/1/2002 3/1/2003 2/28/2004 2/26/2005 2/25/2006
-------- -------- -------- --------- --------- ---------
Syms Corp 100 101 130 139 239 259
S&P Retail 100 116 84 132 146 158
Wilshire 5000 100 90 70 98 104 113
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee, through its executive compensation policy,
strives to provide compensation rewards based upon both corporate and individual
performance while maintaining a relatively simple compensation program in order
to avoid the administrative costs which the Compensation Committee believes are
inherent in multiple complex compensation plans and agreements. The Stock Option
Committee, which is comprised solely of independent directors, administers the
issuances of equity-based compensation arrangements under the Company's stock
incentive compensation plans.
The Company has only one employment agreement with an executive officer,
Ronald Zindman, and has only one executive compensation plan, the Option Plan.
The determination of compensation ranges for executive officers reflects a
review of salaries and bonuses for executive officers holding similar positions
in retailers of relatively comparable size and orientation. However, in making
compensation decisions, the Compensation Committee remains cognizant of the
Board of Directors' responsibility to enhance shareholder value. The
Compensation Committee utilizes cash bonuses, when it feels a bonus is merited,
based on factors such as an executive's individual performance and the Company's
performance relative to its past performance and the performance of competitors.
The Company has available a long-term incentive for executives to both remain in
the employ of the Company and to strive to maximize shareholder value through
the Option Plan, which aligns the interests of executives with those of
shareholders.
Determination of Marcy Syms' compensation as the Company's Chief Executive
Officer for the fiscal year ended February 25, 2006 reflects the Company's
performance and a comparison with chief executive officer compensation of the
Company's competitors, but also reflects recognition of Ms. Syms unique, ongoing
contribution to the growth, success and profitability of the Company. The Board
of Directors reviews and approves the compensation of the Chief Executive
Officer.
It is the responsibility of the Compensation Committee to address the
issues raised by the tax laws which make certain non-performance-based
compensation to executives of public companies in excess of $1,000,000
non-deductible to the Company. In this regard, the Compensation Committee must
determine whether any actions with respect to this limit should be taken by the
Company. At this time, it is not anticipated that any Executive Officer will
receive any such compensation in excess of this limit. Therefore, the
Compensation Committee has not taken any action to comply with the limit.
12
COMPENSATION COMMITTEE
Sy Syms
Marcy Syms
STOCK OPTION COMMITTEE
(solely with respect to the description
of equity-based compensation)
Harvey A. Weinberg
Amber M. Brookman
Wilbur L. Ross, Jr.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company leases its store in Elmsford, New York from Sy Syms, Chairman
of the Board and principal shareholder of the Company at an annual fixed rent of
$796,500. The lease for this store between the Company and Mr. Syms expires
November 30, 2010. During the fiscal year ended February 25, 2006, the Company
paid to Sy Syms approximately $796,500 in fixed rent.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) Beneficial Ownership Reporting Compliance of the Securities
Exchange Act of 1934, as amended, requires the Company's officers and directors,
and persons who own more than 10% of a registered class of the Company's equity
securities, to file initial statements of beneficial ownership (Form 3), and
statements of changes in beneficial ownership (Forms 4 and 5), of Common Stock
of the Company with the Securities and Exchange Commission. Executive officers,
directors and greater than 10% shareholders are required to furnish the Company
with copies of all such forms they file.
To the Company's knowledge, based solely on its review of the copies of
such forms received by it, or written representations from certain reporting
persons that no additional forms were required, all filing requirements
applicable to its executive officers, directors, and greater than 10%
shareholders were met.
AUDIT COMMITTEE REPORT
The Audit Committee reviews the Company's financial reporting process on
behalf of the Board of Directors. Management has the primary responsibility for
the financial statements and reporting process. The Company's independent
registered accountants are responsible for expressing an opinion on the
conformity of the Company's audited financial statements to generally accepted
accounting principles.
In this context, the Audit Committee has reviewed and discussed with
management and the independent registered public accountants the Company's
audited financial statements. The Audit Committee has discussed with the
independent registered public accountants the matters required to be discussed
by Statement on Auditing Standards No. 61 (communication with audit committees).
In addition, the Audit Committee has received from the independent registered
public accountants the written disclosures and letter required by Independence
Standards Board Standard No. 1 (independence discussions with audit committees)
and discussed with the independent accountant their independence from the
Company and its management and whether any non-audit services performed by the
independent registered public accounting firm impaired the independence of the
firm.
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors, and the Board has approved that
the Company's audited financial statements be included in the Company's Annual
Report on Form 10-K for the fiscal year ended February 25, 2006, for filing with
the Securities and Exchange Commission.
AUDIT COMMITTEE
Amber M. Brookman
Harvey A. Weinberg
Wilbur L. Ross, Jr.
13
RATIFICATION OF APPOINTMENT OF THE REGISTERED INDEPENDENT
PUBLIC ACCOUNTING FIRM
PROPOSAL 2
The Board of Directors has selected BDO Seidman, LLP as the registered
independent public accounting firm for the Company for the fiscal year ending
March 3, 2007 and recommends that shareholders approve such appointment. The
affirmative vote of a majority of the votes cast at the meeting is necessary for
the approval of auditors.
BDO Seidman, LLP have audited the financial statements of the Company for
the past three years. A representative of BDO Seidman LLP is expected to be
present at the meeting and will have an opportunity to make a statement if he or
she desires to do so and will be available to respond to appropriate questions
from shareholders.
The following is a summary of the fees for professional services rendered
by our independent accountants, BDO Seidman, LLP, which were billed to us for
the past two fiscal years:
FISCAL YEAR ENDED
Fee category February 25, 2006 February 26, 2005
----------------- -----------------
Audit fees $410,500 $122,500
Audit-related fees 30,000 30,000
Total fees 440,500 $152,500
AUDIT FEES: Audit fees represent fees for professional services performed
by BDO Seidman, LLP for the audit of our annual financial statements, audit of
internal controls and the review of our quarterly financial statements, as well
as services that are normally provided in connection with statutory and
regulatory filings or engagements.
AUDIT RELATED FEES: Audit-related fees represent fees for assurance and
related services performed by BDO Seidman, LLP that are reasonably related to
the performance of the audit or review of our financial statements. These fees
were for employee benefit related services.
ALL OTHER FEES: BDO Seidman, LLP did not perform any services other than
the services described above for fiscal 2005.
PRE-APPROVAL POLICIES AND PROCEDURES. The Audit Committee Charter adopted
by the Board of Directors of the Company requires that, among other things, the
Audit Committee must pre-approve all audit and permissible non-audit services
rendered by the independent registered accounting firm. These services may
include audit services, audit-related services, tax services and other services,
including services relating to compliance with Section 404 of the Sarbanes-Oxley
Act of 2002. The independent registered public accounting firm and management
are required to periodically report to the Audit Committee regarding the extent
of services provided by the independent registered public accounting firm in
accordance with this pre-approval, and the fees for the services performed to
date. The Audit Committee may also pre-approve particular services on a
case-by-case basis. All services were pre-approved by the Audit Committee.
The Company and the Audit Committee have considered whether other non-audit
services by BDO Seidman, LLP are compatible with maintaining the independence of
BDO Seidman, LLP in its audit of the Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR
RATIFICATION OF THE APPOINTMENT OF BDO SEIDMAN, LLP. PROXIES SOLICITED HEREBY
WILL BE VOTED FOR THE PROPOSAL UNLESS A VOTE AGAINST THE PROPOSAL OR ABSTENTION
IS SPECIFICALLY INDICATED.
14
OTHER MATTERS
The Board of Directors does not know of any matters to be brought before
the Annual Meeting, except those set forth in the notice thereof. If other
business is properly presented for consideration at the Annual Meeting, the
persons named in the accompanying form of proxy intend to vote the proxies
therein in accordance with their best judgment on such matters.
SHAREHOLDER NOMINATIONS AND PROPOSALS
Nominations to Board of Directors. Any shareholder who wants to nominate a
candidate for election to the Board of Directors must deliver timely notice to
our Secretary at our principal executive offices, located at Syms Way, Secaucus,
New Jersey 07094. In order to be timely, the notice must be delivered
o in the case of an annual meeting, not less than 120 days prior to the
anniversary date of the immediately preceding annual meeting of
shareholders, although if we did not hold an annual meeting or the
annual meeting is called for a date that is not within 30 days of the
anniversary date of the prior year's annual meeting, the notice must be
received a reasonable time before we begin to print and mail our proxy
materials; and
o in the case of a special meeting of shareholders called for the purpose
of electing directors, the notice must be received a reasonable time
before we begin to print and mail our proxy materials.
Accordingly, any person who desires to nominate a candidate for director at our
2007 annual meeting should provide the information required not later than March
7, 2007.
The shareholder's notice to the Secretary must set forth:
o As to each person whom the shareholder proposes to nominate for election
as a director (a) his name, age, business address and residence address,
(b) his principal occupation and employment, (c) the number of shares of
our common stock are owned beneficially or of record by him and (d) any
other information relating to the nominee that would be required to be
disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors
pursuant to Section 14 of the Exchange Act, and the rules and
regulations of the SEC thereunder; and
o As to the shareholder giving the notice (a) his name and record address,
(b) the number of shares of common stock of the corporation which are
owned beneficially or of record by him, (c) a description of all
arrangements or understandings between the shareholder and each proposed
nominee and any other person or persons (including their names) pursuant
to which the nomination(s) are to be made by the shareholder, (d) a
representation by him that he is a holder of record of our stock
entitled to vote at such meeting and that he intends to appear in person
or by proxy at the meeting to nominate the person or persons named in
his notice and (e) any other information relating to the shareholder
that would be required to be disclosed in a proxy statement or other
filings required to be made in connection with solicitations of proxies
for election of directors pursuant to Section 14 of the Exchange Act and
the rules and regulations of the SEC thereunder; and
The notice delivered by a shareholder must be accompanied by a written
consent of each proposed nominee to being named as a nominee and to serve as a
director if elected. The shareholder must be a shareholder of record on the date
on which he gives the notice described above and on the record date for the
determination of shareholders entitled to vote at the meeting.
15
Other proposals: Proposals of shareholders to be considered by the Company
for inclusion in the proxy material for the annual meeting in 2007, must be
received by the Company not later than February 10, 2007 and must comply with
the proxy solicitation rules of the SEC. In accordance with Rule 14a - 4(c) (1)
of the Securities Exchange Act of 1934, as amended, the proxy holders named in
the form of proxy provided by the Board of Directors intend to use their
discretionary voting authority with respect to any shareholder proposal raised
at the annual meeting in 2006 as to which the proponent fails to notify the
Company on or before April 26, 2007 (45 days prior to the date on which this
Proxy Statement was first mailed to shareholders).
ANNUAL REPORT TO SHAREHOLDERS
The Company's Annual Report for the fiscal year ended February 25, 2006,
including financial statements, is being mailed to shareholders of the Company
with this Proxy Statement. The Annual Report does not constitute a part of the
Proxy Solicitation materials. Shareholders may without charge, obtain copies,
excluding certain exhibits, of the Company's Annual Report on Form 10-K filed
with the SEC. Requests for this Report should be addressed to Investor
Relations, Syms Corp, Syms Way, Secaucus, New Jersey 07094.
Your cooperation in giving this matter your immediate attention and
returning your proxies will be appreciated.
By Order of the Board of Directors
Antone F. Moreira
Assistant Secretary
June 2, 2006
ANNUAL MEETING OF SHAREHOLDERS OF
SYMS CORP
JULY 6, 2006
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
Please detach along perforated line and mail in the envelope provided.
--------------------------------------------------------------------------------
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE |X|
--------------------------------------------------------------------------------
1. The election of the following persons as Directors of the Company to serve
for the respective terms set forth in the accompanying Proxy Statement:
NOMINEES:
|_| FOR ALL NOMINEES (_) Sy Syms
(_) Marcy Syms
|_| WITHHOLD AUTHORITY (_) Antone F. Moreira
FOR ALL NOMINEES (_) Amber M. Brookman
(_) Wilbur L. Ross, Jr.
|_| FOR ALL EXCEPT (_) Henry M. Chidgey
(See instructions below) (_) Bernard H. Tenenbaum
INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark
"FOR ALL EXCEPT" and fill in the circle next to each nominee you
wish to withhold, as shown here: (-)
--------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
2. To ratify the appointment of
BDO Seidman, LLP as independent |_| |_| |_|
accountants of the Company for the
fiscal year ending March 3, 2007.
3. In their discretion with respect to
any other matter that may properly come
before the meeting or any and all
adjournment(s) or postponement(s) thereof.
--------------------------------------------------------------------------------
To change the address on your account, please check the box |_|
at right and indicate your new address in the address space
above. Please note that changes to the registered name(s) on
the account may not be submitted via this method.
--------------------------------------------------------------------------------
Signature of Shareholder _______________________________________________________
Date: __________________
Signature of Shareholder _______________________________________________________
Date: __________________
NOTE: Please sign exactly as your name or names appear on this Proxy. When
shares are held jointly, each holder should sign. When signing as
executor, administrator, attorney, trustee or guardian, please give full
title as such. If the signer is a corporation, please sign full corporate
name by duly authorized officer, giving full title as such. If signer is
a partnership, please sign in partnership name by authorized person.
SYMS CORP
ANNUAL MEETING OF SHAREHOLDERS - JULY 6, 2006
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Syms Corp, a New Jersey corporation (the
"Company"), hereby appoints Sy Syms and Marcy Syms, and each of them with full
power to act without the other, as proxy for the undersigned, with full power of
substitution, to vote and otherwise represent all shares of common stock of the
Company held by the undersigned at the Annual Meeting of Shareholders of the
Company (receipt of a copy of the Notice of such meeting, and Proxy Statement
being acknowledged) on July 6, 2006 at 10:30 a.m., at the offices of Syms Corp,
Syms Way, Secaucus, New Jersey 07094, upon the following matters and upon such
other business as may properly come before the meeting and any and all
adjournment(s) or postponement(s) thereof, with the same effect as if the
undersigned were present and voting such shares. The undersigned hereby revokes
any proxy previously given with respect to such shares.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
SPECIFICATIONS MADE. IF THIS PROXY IS EXECUTED BUT NO SPECIFICATION IS MADE, THE
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED "FOR" EACH OF THE BOARD OF
DIRECTORS' NOMINEES AND "FOR" PROPOSAL 2. THE PROXIES, IN THEIR DISCRETION, ARE
AUTHORIZED TO VOTE UPON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE
ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
14475