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Schedule 14C - Igene Biotechnology Board Elections and Auditor Appointment
The holders of 68% of the outstanding Voting Stock have executed a Written Consent of Stockholders (the "Written Consent"), with an effective date of November 15, 2009 effecting the following actions: (1) electing Michael G. Kimelman, Thomas L. Kempner, Stephen F. Hiu, and Sidney R. Knafel to serve as the directors of the Company, and (2) ratifying the reappointment of McElravy, Kinchen & Associates, P.C. to serve as the Company's independent auditors for fiscal year 2010. No other action has been authorized by the Written Consent.
This Information Statement is being provided pursuant to the requirements of Rule 14c-2 promulgated under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to inform holders of the Company's Voting Stock who are entitled to vote on, authorize or consent the matters authorized by the Written Consent. This Information Statement also constitutes notice of the actions to be approved pursuant to the Written Consent for purposes of Title II, Section 2-505 of the Corporations and Associations Article of the Maryland Code.
Additional copies of the annual report on form 10-ksb for the fiscal year ended December 31, 2008 and the quarterly report on form 10-qsb for the fiscal quarter ended September 30, 2009, as filed with the securities and exchange commission may be obtained without charge upon request to secretary, 9110 red branch road Columbia, Maryland 21045.
Election Of Directors
Pursuant to our bylaws and as permitted by our Articles of Incorporation, the Board has fixed the number of directors at eight. It was proposed to elect five directors to hold office for a one-year term, until the 2010 annual meeting of stockholders, and until their respective successors are duly elected and qualified. The Company has recommended fewer nominees for directorships than have been fixed by the Board under our bylaws, as the Board has determined the current nominees are appropriate at this time. The Board has not yet determined whether to fill such vacancies and may reduce the size of the Board to eliminate one or more of the vacancies. Each of the persons listed below was nominated for election to our Board and were elected via the Written Consent of the stockholders. All of the directors listed below presently serve on our Board. The following table contains certain information with respect to the elected directors:
DIRECTORS
Name | Age | Position with Igene |
| | |
Michael G. Kimelman | 70 | Chairman of the Board of Directors1 |
| | |
Thomas L. Kempner | 81 | Vice Chairman of the Board of Directors2 |
| | |
Stephen F. Hiu | 52 | Director, President, Chief Technical Officer, and Director of Research and Development |
| | |
Sidney R. Knafel | 78 | Director2 |
1 Member of the audit committee of the Board of Directors.
2 Member of the compensation committee of the Board of Directors.
MICHAEL G. KIMELMAN has served as a director of the Company and as Chairman of the Board of Directors since 1991. At the time of his election as director and through the present, Mr. Kimelman has been a founder and member of Kimelman & Baird, LLC, an investment advisory firm. Mr. Kimelman also serves on the board and the executive committee of the Hambletonian Society.
THOMAS L. KEMPNER is Vice Chairman of the Board of Directors and has been a director of the Company since its inception in 1981. He also has been Chairman and Chief Executive Officer of Loeb Partners Corporation, investment bankers, New York, and its predecessors since 1978. Mr. Kempner is currently a director of CCC Information Services Group, Inc., Dyax Corporation, Fuel Cell Energy, Inc., Insight Communications Co., Inc., Intermagnetics General Corp. and Intersections, Inc. He is also a director emeritus of Northwest Airlines, Inc.
STEPHEN F. HIU has served as Chief Technical Officer since 2002, and has served as President and Treasurer of the Company since 1999. Mr. Hiu has served as a director since 1990 and has been the Company's Director of Research and Development since 1989 and, prior thereto, was Senior Scientist since he joined the Company in 1985. Mr. Hiu was a post-doctoral Research Associate at the Virginia Polytechnic Institute and State University, Blacksburg, Virginia, from January 1984 until December 1985. Dr. Hiu holds a Ph.D. degree in microbiology from Oregon State University and a B.S. degree in biological sciences from the University of California, Irvine.
SIDNEY R. KNAFEL has served as a director of the Company since 1982. He has also been Managing Partner of SRK Management Company, a private investment company located in New York City, since 1981 and has served as Chairman of Insight Communications, Inc. since 1985. Mr. Knafel is also currently a director of General American Investors Company, Inc., as well as a number of private companies.
Committees of the Board of Directors
We have two standing committees of the board of directors, our audit committee and our compensation committee. We do not have a standing nominating committee. Since the Board of Directors consists of five persons, each director participates in the consideration of director nominees. Given the size of the Company and its resources, the Board believes that this is appropriate. The Company has not adopted a formal process relating to director nominations, nor does it have a formal policy regarding the consideration of any director candidates recommended by stockholders or specific minimum qualifications for director nominees. The Board believes this is appropriate since any such recommendations may be informally submitted to and considered by the Company's directors. Stockholders wishing to communicate with the Board should send their communications addressed to the Board at the principal executive offices of the Company. The Board periodically reviews the performance of each Board member and concludes whether or not the member should continue in their current capacity. Since the Company only has a limited number of employees, it has not adopted a code of ethics.
No executive officer or director of the Company has been the subject of any Order, Judgment, or Decree of any Court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring suspending or otherwise limiting him from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities.