formdef14a.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the
Registrant x
Filed by a Party other than the
Registrant
o
Check
the appropriate box:
o
|
Preliminary Proxy
Statement
|
o
|
Confidential, For Use of the
Commission Only (as permitted by Rule
14a-6(e)(2))
|
|
Definitive Proxy
Statement
|
o
|
Definitive Additional
Materials
|
o
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Soliciting Material Pursuant to
Rule 14a-12
|
TAITRON
COMPONENTS INCORPORATED
(Name
of Registrant as Specified in Its Charter)
(Name
of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
|
o
|
Fee computed on table below per
Exchange Act Rules 14a-6(i)(4) and
0-11.
|
(1)
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Title
of each class of securities to which transaction
applies:
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(2)
|
Aggregate
number of securities to which transactions
applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was
determined):
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(4)
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Proposed
maximum aggregate value of
transaction:
|
o
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Fee paid previously with
preliminary materials:
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o
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Check box if any part of the
fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule
and the date of its filing.
|
(1)
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Amount
previously paid:
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(2)
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Form,
Schedule or Registration Statement
no.:
|
TAITRON
COMPONENTS INCORPORATED
____________________________________________________
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
TO
BE HELD MAY 29, 2009
____________________________________________________
TO
THE SHAREHOLDERS OF TAITRON COMPONENTS INCORPORATED:
You are
cordially invited to attend the Annual Meeting of Shareholders of Taitron
Components Incorporated, a California corporation (the “Company”), to be held on
Friday, May 29, 2009 at 10:00 a.m. Pacific time, at our corporate headquarters,
located at 28040 West Harrison Parkway, Valencia,
CA 91355.
At the
Annual Meeting, shareholders will be asked to consider and act upon the
following matters:
|
1.
|
To
elect five directors for a term of one year;
and
|
|
2
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To
transact other business properly presented at the meeting or any
postponement or adjournment
thereof.
|
The
Board of Directors has fixed April 24, 2009 as the record date for the
determination of shareholders entitled to notice and to vote at the Annual
Meeting and any postponement or adjournment thereof, and only shareholders of
record at the close of business on that date are entitled to notice and to vote
at the Annual Meeting. A list of shareholders entitled to vote at the
Annual Meeting will be available at the Annual Meeting and at the offices of the
Company for 10 days prior to the Annual Meeting.
We
hope that you will use this opportunity to take an active part in the affairs of
the Company by voting on the business to come before the Annual Meeting, either
by executing and returning the enclosed Proxy Card or by casting your vote in
person at the Annual Meeting.
IT
IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING REGARDLESS OF
THE NUMBER OF SHARES YOU HOLD. YOU ARE INVITED TO ATTEND THE ANNUAL
MEETING IN PERSON, BUT WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE COMPLETE, DATE,
SIGN AND RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED
ENVELOPE. IF YOU DO ATTEND THE ANNUAL MEETING, YOU MAY, IF YOU
PREFER, REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON.
|
By
Order of the Board of
Directors
|
|
|
|
|
|
/s/
Stewart Wang
|
|
Stewart
Wang
|
|
Chief
Executive Officer, President and
Director
|
April 30,
2009
28040
West Harrison Parkway
Valencia,
California 91355
(661)
257-6060
TAITRON
COMPONENTS INCORPORATED
PROXY
STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO
BE HELD MAY 29, 2009
____________________________________________________
INTRODUCTION
This
Proxy Statement is furnished in connection with the solicitation of proxies by
the Board of Directors of Taitron Components Incorporated, a California
corporation (the “Company”), for use at the Annual Meeting of Shareholders, to
be held on Friday, May 29, 2009, at 10:00 a.m. Pacific time, at our corporate
headquarters, located at 28040 West Harrison Parkway, Valencia,
CA 91355. Accompanying this Proxy Statement is the Board
of Directors’ Proxy for the Annual Meeting, which you may use to indicate your
vote as to the proposals described in this Proxy Statement.
The
expense of this solicitation of proxies will be borne by the
Company. Solicitations will be made only by use of the mail except
that, if deemed desirable, officers and regular employees of the Company may
solicit proxies by telephone, electronic mail or personal
calls. Brokerage houses, custodians, nominees and fiduciaries will be
requested to forward the proxy soliciting material to the beneficial owners of
the stock held of record by those persons and the Company will reimburse them
for their reasonable expenses incurred in this regard.
The
purpose of the meeting and the matters to be acted upon are set forth in the
attached Notice of Annual Meeting. As of the date of this Proxy
Statement, the Board of Directors knows of no other business that may be
presented for consideration at the Annual Meeting. All proxies which
are properly completed, signed and returned to the Company prior to the Annual
Meeting and which have not been revoked will be voted in favor of the proposals
described in this Proxy Statement unless otherwise directed. A
shareholder may revoke his or her proxy at any time before it is voted either by
filing with the Secretary of the Company, at its principal executive offices, a
written notice of revocation or a duly executed proxy bearing a later date, or
by attending the Annual Meeting and expressing a desire to vote his or her
shares in person. If any other business properly comes before the
meeting, votes will be cast pursuant to those proxies in respect of any other
business in accordance with the judgement of the persons acting under those
proxies.
The
Company’s principal executive offices are located at 28040 West Harrison
Parkway, Valencia, CA 91355. It is anticipated that the mailing to shareholders
of this Proxy Statement and the enclosed proxy will commence on or about May 11,
2009.
OUTSTANDING
SECURITIES AND VOTING RIGHTS
The close
of business on April 24, 2009, has been fixed as the record date for the
determination of shareholders entitled to notice and to vote at the Annual
Meeting or any postponement or adjournment thereof. As of the record
date, the Company had outstanding 4,777,144 shares of Class A common stock, par
value $0.001 per share, (the “Class A Common Stock”), and 762,612 shares of
Class B common stock, par value $0.001 per share (the “Class B Common Stock,”
and together with the Class A Common Stock, the “Common Stock”). The
Class A Common Stock and the Class B Common Stock are the only outstanding
voting securities of the Company. As of the record date, the Company
had 39 holders of record of the Class A Common Stock. The Company
believes there are approximately 600 additional beneficial holders of its Class
A Common Stock. There is one holder of the Class B Common
Stock.
A holder
of Class A Common Stock is entitled to cast one vote for each share held on the
record date on all matters to be considered at the Annual Meeting. A
holder of Class B Common Stock is entitled to cast 10 votes for each share held
on the record date on all matters to be considered at the Annual
Meeting. However, for the election of directors, a shareholder shall
be entitled to cumulate his or her votes if the candidates’ names have been
placed in nomination prior to the voting and the shareholder has given notice at
the Annual Meeting prior to the voting of the shareholder’s intention to
cumulate votes. If any shareholder gives this notice, all
shareholders may cumulate their votes for candidates in
nomination. With cumulative voting, each shareholder is entitled to
that number of votes equal to the number of shares held by that shareholder
multiplied by the number of directors to be elected (multiplied by 10 for the
holder of the Class B Common Stock). Each shareholder may then cast
all of his or her votes for a single candidate or distribute his or her votes
among any or all of the candidates he or she chooses. An opportunity
will be given at the Annual Meeting prior to the voting for any shareholder to
announce his or her intention to cumulate his or her votes. The proxy
holders are given, under the terms of the proxy, discretionary authority to
cumulate votes represented by shares for which they are named in the
proxy. The five nominees for election as Directors who receive the
highest number of votes will be elected.
All other
matters that may properly come before the meeting require for approval the
favorable vote of a majority of shares voted at the meeting or by
proxy.
A quorum,
which is a majority of the outstanding shares as of the record date April 24,
2009, must be present to hold the Annual Meeting. A quorum is
calculated based on the number of shares represented by the shareholders
attending in person and by their proxy holders. Abstentions and
broker non-votes will be included in the determination of shares present at the
Annual Meeting for purposes of determining a quorum. Abstentions will
be counted toward the tabulation of votes cast on proposals submitted to
shareholders and will have the same effect as negative votes, while broker
non-votes will not be counted as votes cast for or against these
matters.
PROPOSAL 1 - ELECTION OF
DIRECTORS
Proposal 1 is the election of five members of the Board
of Directors. In accordance with the Articles of Incorporation
and Bylaws of the Company, the Board of Directors consists of not less than
three nor more than seven members, the exact number to be determined by the
Board of Directors. At each annual meeting of the shareholders of the
Company, directors are elected for a one-year term. The Board of
Directors is currently set at five members, and there currently are no
vacancies. At the 2009 Annual Meeting, each director will be elected
for a term expiring at the 2010 Annual Meeting. The Board of
Directors proposes the election of the nominees named below.
Unless
marked otherwise, proxies received will be voted FOR the election of each of
the nominees named below. If any person is unable or unwilling to
serve as a nominee for the office of director at the date of the Annual Meeting
or any postponement or adjournment thereof, the proxies may be voted for a
substitute nominee, designated by the present Board of Directors to fill the
vacancy. The Board of Directors has no reason to believe that any
nominee will be unwilling or unable to serve if elected a director.
Should
any of the nominees fail to receive the vote required to be elected in
accordance with the Company’s Bylaws, the term of his or her service as a
director will end on the date that is the earlier of (i) 60 days after the date
on which the voting results are determined pursuant to California law or (ii)
the date on which the Board of Directors selects a person to fill the office
held by that director, unless he or she has earlier resigned.
The
Board of Directors proposes the election of the following nominees as members of
the Board of Directors:
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Tzu
Sheng (Johnson) Ku
|
|
Stewart
Wang
|
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Richard
Chiang
|
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Felix
Sung
|
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Craig
Miller
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THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
ELECTION OF THE DIRECTORS NOMINATED ABOVE.
The
following table sets forth certain information with respect to each
director nominee, director, and executive
officer of the Company as of March 31, 2009.
Name
|
|
Age
|
|
Position
|
Tzu Sheng
(Johnson) Ku
|
|
60
|
|
Chairman
of the Board of Directors
|
Stewart
Wang
|
|
59
|
|
President,
Chief Executive Officer and Director
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Richard
Chiang
|
|
52
|
|
Director
|
Craig
Miller
|
|
55
|
|
Director
|
Felix
Sung
|
|
59
|
|
Director
|
David
Vanderhorst
|
|
44
|
|
Chief
Financial Officer and Corporate
Secretary
|
All
officers are appointed by and serve at the discretion of the Board of
Directors. There are no family relationships between any directors or
officers of the Company.
Tzu Sheng
(“Johnson”) Ku, a co-founder of the Company, has been the Chairman of the
Company since it was founded in 1989. Mr. Ku is also Chairman of both
Johnson Premium Hardwood Flooring and Americana Floors
Incorporated. Johnson Premium Hardwood Flooring is a manufacturer of
pre-finished solid wood floors and Americana Floors Incorporated is an importer,
wholesaler and retailer of name brand hardwood floors.
Stewart
Wang, a co-founder of the Company, has served as Chief Executive Officer,
President and a Director of the Company since its organization in
1989. In addition, from November 2002 to May 2008, Mr. Wang has also
served as Chief Financial Officer of the Company. Prior to founding
the Company, Mr. Wang attended Pepperdine University, where he received his
Masters of Business Administration degree in 1989. From 1985 to 1986,
Mr. Wang was employed by Diodes Incorporated, a manufacturer and reseller of
discrete rectifiers, as Purchasing and MIS Manager and later as Chief Operating
Officer and President from 1986 to 1987. Prior thereto, from 1983 to
1985, Mr. Wang was Sales Manager for Rectron Limited, a rectifier manufacturer
in Taiwan.
Richard
Chiang has been a Director of the Company since it was founded in
1989. Since 1986, Mr. Chiang has been the Chairman of Princeton
Technology Corporation, a fabless integrated circuit design
company. Mr. Chiang is also Chairman of Triton Management
Corporation, a venture capital fund management company managing in excess of $80
million.
Craig
Miller became a director of the Company in May 2000. Since
2005, Mr. Miller has been Managing Director of Janas Associates, an
investment-banking firm. From 1998 to 2005, Mr. Miller has been a
director of Mosaic Capital, LLC, an investment-banking firm. Prior
thereto, Mr. Miller served as Regional Vice President with Comerica Bank since
1994. From 1987 to 1994, Mr. Miller served as Executive Vice
President and Chief Financial Officer of Told Corporation, an industrial real
estate development firm. He started his career with Union Bank in
1976 as a management trainee and left in 1987 as Senior Vice
President.
Felix Sung
became a director of the Company in February 1995. Since 1978, Mr.
Sung has been the Managing Director and former Vice President of Tai North
Company, a company engaged in exporting electronics, plastic parts and finished
products to the United States and various European countries.
David Vanderhorst
has served as Chief Financial Officer since May 2008 and Corporate
Secretary since November 2002. Mr. Vanderhorst joined the Company in
July 1999 as its Controller. Prior thereto, from 1991 to 1998, Mr.
Vanderhorst served as Controller and Chief Financial Officer for various
companies. From 1987 to 1991, the national accounting firm of Kenneth
Leventhal & Company, now a division of Ernst & Young, LLP, employed Mr.
Vanderhorst. Mr. Vanderhorst is a Certified Public Accountant,
receiving his professional certification in 1991.
Annual
Shareholder Meetings
The
Company encourages, but does not require, all incumbent directors and director
nominees to attend its annual meetings of shareholders. At the 2008
Annual Meeting of Shareholders, only Mr. Wang was in attendance.
Board
Meetings
During
the fiscal year ended December 31, 2008, the Board of Directors held one formal
meeting, excluding two actions by unanimous written consent. During
this period, all of the incumbent directors, except Mr. Miller, attended at
least 75% of the aggregate of the total number of meetings of the Board of
Directors.
Independent
Directors
The Board
of Directors has affirmatively determined that Mr. Chang, Mr. Miller and Mr.
Sung are independent under the criteria established by NASDAQ for director
independence. The NASDAQ criteria include various objective standards
and a subjective test.
All
members of each of the Company’s Audit and Compensation committees are
independent directors. In addition, the Board of Directors has
determined that the members of the Audit Committee meet the additional
independence criteria required for audit committee membership under applicable
NASDAQ listing standards.
Committees
of the Board
Audit Committee – The Board
of Directors has established an Audit Committee that reviews the audit and
control functions of the Company, the Company’s accounting principles, policies
and practices and financial reporting, the scope of the audit conducted by the
Company’s independent auditors, the fees and all non-audit services of the
independent auditors, and the independent auditor’s opinion and management
comment letter (if any) and management’s response thereto. The Audit
Committee currently consists of Mr. Miller, Mr. Chiang and Mr.
Sung. During fiscal year 2008, the Audit Committee held one formal
meeting. In addition, Mr. Miller discussed the results of each
interim review and the annual audit with the independent registered public
accounting firm prior to the filing of our financial statements for related
periods. The Board of Directors has also determined that Mr. Miller
is a “financial expert,” as that term is
defined in Item 407(d)(5)(ii) of Regulation S-K. The Company’s Audit
Committee Charter is available online by accessing our website at
www.taitroncomponents.com under "Investors", but
does not constitute part of this Proxy Statement.
Compensation Committee – The
Board of Directors has established a Compensation Committee that reviews and
makes recommendations with respect to compensation of executive officers and key
employees, including administration of the Company’s 2005 Stock Incentive
Plan. The Compensation Committee currently consists of Mr. Chiang,
Mr. Miller and Mr. Sung. During fiscal year 2008, the Compensation
Committee held one formal meeting.
Nominating Committee – The
Company does not have a standing nominating committee. The Board of
Directors does not believe that it is necessary for the Company to have a
standing nominating committee since the Company has a relatively small Board of Directors and the Company’s independent
directors will serve in the capacity of a nominating committee when
necessary. All of the Company’s directors participate in the
consideration of director nominees. However, consistent with
applicable NASDAQ listing standards, each director nominee must be selected or
recommended for the Board of Directors’ selection by a majority of the
independent directors of the Board of Directors. In considering
candidates for directorship, the Board of Directors considers the entirety of
each candidate’s credentials and does not have any specific minimum
qualifications that must be met in order to be recommended as a
nominee. The Board of Directors does believe, however, that all Board
members should have the highest character and integrity, a reputation for
working constructively with others, sufficient time to devote to Board matters
and no conflict of interest that would interfere with their performance as a
director of a public corporation.
The Board
of Directors may employ a variety of methods for identifying and evaluating
nominees for director, including shareholder
recommendations. Periodically, the Board of Directors assesses its
size, the need for particular expertise on the Board of Directors and whether
any vacancies are expected due to retirement or otherwise. If
vacancies are anticipated or otherwise arise, the Board of Directors will
consider various potential candidates for director who may come to the Board of
Directors’ attention through current Board members, professional search firms or
consultants, shareholders or other persons. The Board of Directors
may hire and pay a fee to consultants or search firms to assist in the process
of identifying and evaluating candidates. In 2008, no professional
search firms or consultants were needed and, accordingly, no fees were paid in
this regard to professional search firms or consultants in 2008. The
Board of Directors does not evaluate candidates differently based on who made
the recommendation for consideration.
Shareholders
who wish to nominate a director for election at an annual shareholder meeting
must submit their recommendations at least 120 days before the date of the next
scheduled annual meeting of shareholders. Shareholders may recommend
candidates for consideration by the Board of Directors by writing to the
Company’s Corporate Secretary at 28040 West Harrison Parkway, Valencia,
California 91355, giving the candidate’s name, contact information, biographical
data, and qualifications. A written statement from the candidate
consenting to be named as a candidate and, if nominated and elected, to serve as
a director should accompany any shareholder recommendation. There
were no director candidates put forward by shareholders for consideration at the
2008 Annual Meeting.
SHAREHOLDER
COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Shareholders
may communicate with the Board of Directors by sending a letter to Board of
Directors of Taitron Components Incorporated, c/o Office of the Corporate
Secretary, 28040 West Harrison Parkway, Valencia,
California 91355. All communications must contain a clear
notation indicating that they are a “Shareholder — Board Communication” or
“Shareholder — Director Communication” and must identify the author as a
shareholder. The office of the Corporate Secretary will receive the
correspondence and forward it to the Chairman of the Board or to any individual
director or directors to whom the communication is directed, unless the
communication is unduly hostile, threatening, illegal, does not reasonably
relate to the Company or its business, or is similarly
inappropriate. The office of the Corporate Secretary has authority to
discard any inappropriate communications or to take other appropriate actions
with respect to any inappropriate communications.
COMPENSATION
OF DIRECTORS
DIRECTOR
COMPENSATION TABLE
The following table discloses
information regarding compensation paid to our non-employee directors for our
fiscal year December 31, 2008.
Name
|
|
Fees
Earned or Paid in Cash [1]
($)
|
|
|
Stock
Awards
($)
|
|
|
Option
Awards [2]
($)
|
|
|
Non-Equity
Incentive Plan Comp.
($)
|
|
|
Change
in Pension Value and Nonqualified Deferred Comp.
Earnings
($)
|
|
|
All
Other Comp.
($)
|
|
|
Total
($)
|
|
R.Chiang
|
|
|
1,500 |
|
|
|
- |
|
|
|
1,900 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
3,400 |
|
F.Sung
|
|
|
1,500 |
|
|
|
- |
|
|
|
1,900 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
3,400 |
|
C.Miller
|
|
|
1,500 |
|
|
|
- |
|
|
|
1,900 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
3,400 |
|
[1]
|
Non-employee
directors receive $1,500 for attending the annual Board of Directors
meeting and the Company pays all out-of-pocket fees associated with all
directors’ attendance.
|
[2]
|
Non-employee
directors receive annually 5,000 non-statutory options of Class A Common
Stock exercisable at the fair market value of the Company’s Class A Common
Stock on the date of grant. A discussion of the methods used in
calculation of these values may be found in Note 9 to the consolidated
financial statements in our Annual Report on Form 10-K and reflects the
dollar amount recognized for financial statement reporting purposes with
respect to the fiscal year computed in accordance with FAS
123(R).
|
COMPENSATION
OF NAMED EXECUTIVE OFFICERS
SUMMARY
COMPENSATION TABLE
The
following table summarizes the total compensation of each of our named executive
officers for the previous two fiscal years ended December 31. No
other executive officer received compensation exceeding $100,000 during the last
fiscal year. The Company has no employment agreements with any
employee.
Name
and Principal Position
|
|
Year
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Stock
Awards
($)
|
|
|
Option
Awards [1]
($)
|
|
|
Non-Equity
Incentive Plan Comp.
($)
|
|
|
Change
in Pension Value and Nonqualified Deferred Comp. Earnings
($)
|
|
|
All
Other Comp. [2]
($)
|
|
|
Total
($)
|
|
S.Wang
|
|
2008
|
|
|
182,000 |
|
|
|
- |
|
|
|
- |
|
|
|
5,000 |
|
|
|
- |
|
|
|
- |
|
|
|
35,500 |
|
|
|
222,500 |
|
CEO
|
|
2007
|
|
|
182,000 |
|
|
|
- |
|
|
|
- |
|
|
|
5,400 |
|
|
|
- |
|
|
|
- |
|
|
|
35,100 |
|
|
|
222,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D.Vanderhorst
|
|
2008
|
|
|
119,000 |
|
|
|
- |
|
|
|
- |
|
|
|
3,300 |
|
|
|
- |
|
|
|
- |
|
|
|
3,800 |
|
|
|
126,100 |
|
CFO
|
|
2007
|
|
|
110,000 |
|
|
|
- |
|
|
|
- |
|
|
|
3,500 |
|
|
|
- |
|
|
|
- |
|
|
|
4,700 |
|
|
|
118,200 |
|
[1]
|
A
discussion of the methods used in calculation of these values may be found
in Note 7 to our consolidated financial statements in our Annual Report on
Form 10-K. Reflects the dollar amount recognized for financial
statement reporting purposes with respect to the fiscal year computed in
accordance with FAS 123(R).
|
[2]
|
Reflects
amounts primarily for unused vacation pay and auto allowance
benefits.
|
OUTSTANDING
EQUITY AWARDS TABLE AT FISCAL YEAR-END TABLE
The following table discloses
information regarding outstanding options held by our named executive officers
as of the end of our last competed fiscal year December 31, 2008.
|
|
Option
Awards [1]
|
|
Stock
Awards
|
|
Name
|
|
Number
of Securities Underlying Unexercised Options
(#)
|
|
|
Number
of Securities Underlying Unexercised Options
(#)
|
|
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Unearned Options
(#)
|
|
|
Option
Exercise Price ($)
|
|
Option
Expiration Date
|
|
Number
of Shares or Units of Stock That Have Not Vested
(#)
|
|
|
Market
Value of Shares or Units of Stock That Have Not Vested
($)
|
|
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights
That Have Not Vested
(#)
|
|
|
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or
Other Rights That Have Not Vested
($)
|
|
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000 |
|
|
|
- |
|
|
|
- |
|
|
|
1.62 |
|
3/4/2009
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
38,000 |
|
|
|
- |
|
|
|
- |
|
|
|
1.37 |
|
4/1/2009
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
20,000 |
|
|
|
- |
|
|
|
- |
|
|
|
3.19 |
|
4/28/2010
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
27,500 |
|
|
|
- |
|
|
|
- |
|
|
|
1.80 |
|
4/24/2011
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
S.Wang
|
|
|
15,000 |
|
|
|
- |
|
|
|
- |
|
|
|
1.30 |
|
5/10/2012
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
30,000 |
|
|
|
- |
|
|
|
- |
|
|
|
1.00 |
|
5/9/2013
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
20,000 |
|
|
|
- |
|
|
|
- |
|
|
|
1.72 |
|
8/2/2014
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
10,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
2.70 |
|
12/2/2011
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
15,000 |
|
|
|
- |
|
|
|
1.73 |
|
3/20/2013
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,000 |
|
|
|
- |
|
|
|
- |
|
|
|
1.87 |
|
6/21/2009
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
8,000 |
|
|
|
- |
|
|
|
- |
|
|
|
1.80 |
|
4/24/2011
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
D.Vanderhorst
|
|
|
3,500 |
|
|
|
- |
|
|
|
- |
|
|
|
1.30 |
|
5/10/2012
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
10,000 |
|
|
|
- |
|
|
|
- |
|
|
|
1.72 |
|
8/2/2014
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
6,667 |
|
|
|
3,333 |
|
|
|
- |
|
|
|
2.45 |
|
12/2/2016
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
7,000 |
|
|
|
- |
|
|
|
1.57 |
|
3/20/2018
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
[1]
|
All
options vest in three equal annual installments beginning one year from
the date of grant and are subject to termination provisions as defined in
the Plan.
|
REPORT
OF THE AUDIT COMMITTEE
Since
1995, the Company has had an Audit Committee composed entirely of independent
directors. The members of the Audit Committee meet the independence
and experience requirements of NASDAQ listing standards. The Audit
Committee has adopted, and the Board of Directors approved, a charter outlining
the practices it follows.
During
the fiscal year 2008, the Audit Committee held one formal meeting with the
senior members of the Company’s financial management team. During
that meeting, management reviewed the audited financial statements in the Annual
Report with the Audit Committee, including a discussion of the quality, not just
the acceptability, of the accounting principles, the reasonableness of
significant judgments and the clarity of disclosures in the financial
statements. Additionally, the Audit Committee discussed written
disclosures from the independent auditors’ discussing matters required by SAS
61, “Communication with Audit Committees” and confirmed the auditors’
independence with respect to the Company in accordance with Public Company
Accounting Oversight Board Rule 3526, “Communication with Audit Committees
Concerning Independence”. The Audit Committee also has considered
whether the independent auditors’ provision of non-audit services to the Company
is compatible with the auditors’ independence. The Audit Committee
has concluded that the independent auditors are independent from the Company and
its management. The Audit Committee discussed with the Company’s
independent auditors the overall scope and plans for their respective
audit. In addition, Mr. Miller discussed the results of each interim
review and the annual audit with the independent registered public accounting
firm prior to the filing of our financial statements for related
periods.
In
performing all of these functions, the Audit Committee acts only in an oversight
capacity. The Audit Committee does not complete its reviews prior to
the Company’s public announcements of financial results and, necessarily, in its
oversight role, the Audit Committee relies on the work and assurances of the
Company’s management, which has the primary responsibility for financial
statements and reports, and of the independent auditors, who, in their report,
express an opinion on the conformity of the Company’s annual financial
statements to generally accepted accounting principles in the United States of
America.
In
reliance on these reviews and discussions, and the report of the independent
auditors, the Audit Committee recommended to the Board of Directors that the
audited financial statements be included in the Company’s Annual Report on Form
10-K for the year ended December 31, 2008, for filing with the Securities and
Exchange Commission.
|
AUDIT
COMMITTEE
|
|
Craig
Miller, Chairman
|
|
Richard
Chiang
|
|
Felix
Sung
|
The
information in this Audit Committee Report shall not be deemed to be “soliciting
material,” or to be “filed” with the Securities and Exchange Commission or to be
subject to Regulation 14A or 14C as promulgated by the Securities and Exchange
Commission, or to the liabilities of Section 18 of the Exchange Act, and shall
not be deemed to be incorporated by reference in future filings with the SEC
except to the extent that the Company specifically incorporates it by reference
into a document filed under the Securities Act of 1933 or the Securities
Exchange Act of 1934.
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Audit
Committee and Board of Directors has selected Haskell & White LLP as our
principal independent accounting firm. The following table shows the
aggregate fees accrued by the Company for audit and other services provided by
Haskell & White LLP for the last two fiscal years ended December
31.
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
Audit
Fees (1)
|
|
$ |
79,200 |
|
|
$ |
71,100 |
|
Audit-Related
Fees (2)
|
|
|
- |
|
|
|
- |
|
Tax
Fees (3)
|
|
|
- |
|
|
|
- |
|
All
Other Fees
|
|
|
- |
|
|
|
- |
|
Total
|
|
|
79,200 |
|
|
|
71,100 |
|
|
|
|
|
|
|
|
|
|
(1) Fees
for audit services, as approved by the Audit Committee and provided by our
principal accountant, including fees associated with the annual audit and
quarterly interim reviews.
(2) Fees
for Audit-related services are reasonably related to the performance of the
audit or review of our financial statements.
(3) Fees
for tax services were not provided by our principal accountant for 2008 or
2007. The Company paid fees totaling approximately $4,000 in 2008 and
$5,800 in 2007 to Rob Thomas for the preparation of federal and multi-state tax
returns.
A
representative of Haskell & White will not be present at the 2009 Annual
Meeting.
Policy
on Audit Committee Pre-Approval of Audit and Permissible Non-audit Services of
Independent Auditors
Consistent
with policies of the Securities and Exchange Commission regarding auditor
independence, the Audit Committee has responsibility for appointing, setting
compensation and overseeing the work of the independent auditors. In
recognition of this responsibility, the Audit Committee has established a policy
to pre-approve all audit and permissible non-audit services provided by the
independent auditors. Our Audit Committee will consider whether the
provision of non-audit services is compatible with maintaining the independent
auditor’s independence, and will approve such services, should such a situation
arise.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
During
the year ended December 31, 2008, the Company purchased electronic component
products of approximately $685,000 from Princeton Technology Corporation, a
company controlled by Mr. Chiang, a director of the Company. All of
these purchases were for products carried by the Company in inventory and the
Company considers these purchases to be in the normal course of business and
negotiated on an arm’s length basis. The Company has entered into a
distributor agreement with Princeton Technology Corporation, and accordingly,
the Company expects to continue purchasing from Princeton Technology Corporation
in the future.
During
the year ended December 31, 2008, the Company made payments to K.S. Best
International Co. Ltd., a company controlled by the brother of the Company’s
Chief Executive Officer. These payments were $24,000 for professional
fees related to the operational management of the Company’s Taiwan office and
$12,350 for interest expenses incurred on our $3,000,000 secured credit
facility. The Company considers these payments to be in the normal
course of business and negotiated on an arm’s length basis.
Review,
Approval or Ratification of Transactions with Related Persons
The
Company’s Board of Directors has adopted a related person transactions
policy. The Audit Committee reviews transactions that may be
“related-person transactions,” which are transactions between the Company and
related persons in which the aggregate amount involved exceeds or may be
expected to exceed $120,000 and in which a related person has or will have a
direct or indirect material interest. For purposes of the policy, a
related person is a director, executive officer, nominee for director, or a
greater than 5% beneficial owner of the Company’s common stock, in each case,
since the beginning of the last fiscal year, and their immediate family
members. The Audit Committee reviews the material facts of all
related-person transactions and either approves, ratifies, rescinds, or takes
other appropriate action (in its discretion) with respect to the
transaction.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth, as of March 31, 2009 certain information regarding
the ownership of the Company’s Common Stock by (i) each person (including any
group) known by the Company to be the beneficial owner of more than 5% of the
outstanding shares of Common Stock, (ii) each of the Company’s directors and
director nominees, (iii) the Named Executive Officer, and (iv) all of the
Company’s Named Executive Officer and
directors as a group. As of March 31, 2009, the Company had issued
and outstanding 4,777,144 shares of Class A Common Stock and 762,612 shares of
Class B Common Stock. Unless otherwise indicated, the address of each
of the executive officers and directors named below is c/o Taitron Components
Incorporated, 28040 West Harrison Parkway, Valencia, California
91355.
|
|
Class
A Common Stock (1)
|
|
|
Class
B Common Stock (1)
|
|
|
Voting
Percent
|
|
Name
and Address of Beneficial Owner
|
|
Number
of Shares
|
|
|
Percent
of Class
|
|
|
Number
of Shares
|
|
|
Percent
of Class
|
|
|
All
Classes of Common Stock (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
Officers and Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stewart
Wang
|
|
|
1,024,553
|
(2) |
|
|
21.45 |
% |
|
|
762,612 |
|
|
|
100 |
% |
|
|
63.60 |
%
(3) |
Tzu
Sheng Ku
|
|
|
974,748
|
(4) |
|
|
20.40 |
% |
|
|
|
|
|
|
|
|
|
|
7.86 |
% |
Richard
Chiang
|
|
|
57,194
|
(5) |
|
|
1.20 |
% |
|
|
|
|
|
|
|
|
|
|
* |
|
Craig
Miller
|
|
|
15,000
|
(6) |
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
* |
|
Felix
Sung
|
|
|
59,227
|
(5) |
|
|
1.24 |
% |
|
|
|
|
|
|
|
|
|
|
* |
|
David
Vanderhorst
|
|
|
50,500
|
(7) |
|
|
1.06 |
% |
|
|
|
|
|
|
|
|
|
|
* |
|
All
directors and executive officers as a group (6 persons)
|
|
|
2,181,222
|
(8) |
|
|
45.66 |
% |
|
|
762,612 |
|
|
|
100 |
% |
|
|
72.92 |
%
(3) |
5%
Shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FMR
LLC
82
Devonshire Street
Boston,
MA 02109
|
|
|
359,023
|
(9) |
|
|
7.52 |
% |
|
|
|
|
|
|
|
|
|
|
2.89 |
% |
* Less
than 1.0%.
(1)
|
Beneficial
ownership is determined in accordance with rules of the Securities and
Exchange Commission that deem shares to be beneficially owned by any
person who has or shares voting or investment power with respect to the
shares. Unless otherwise indicated, the persons named in this table have
sole voting and sole investment power with respect to all shares shown as
beneficially owned, subject to community property laws where
applicable.
|
(2)
|
Includes
762,612 shares of Class A Common Stock issuable upon conversion of the
762,612 shares of Class B Common Stock owned by Mr. Wang, 21,024 shares of
Class A Common Stock owned by Mr. Wang’s wife, 102,606 shares owned by
Mr. Wang’s
retirement trusts and 127,500 shares of Class A Common Stock underlying
options that are or will be exercisable within 60 days of April 30,
2009.
|
(3)
|
Excludes
762,612 shares of Class A Common Stock issuable upon conversion of the
762,612 shares of Class B Common Stock owned by Mr. Wang. The
percentage of all classes owned represents the combined voting power of
the Class A and Class B shares held by Mr. Wang. Mr. Wang is
entitled to cast 10 votes for each share of Class B Common stock
held.
|
(4)
|
Includes
81,962 shares of Class A Common Stock owned by Mr. Ku’s wife, 73,386
shares of Class A Common Stock owned by 401(k) trust, 133,635 shares of
Class A Common Stock owned by Mr. Ku’s children as to which Mr. Ku
exercises sole voting control and 32,500 shares of underlying options that
are or will be exercisable within 60 days of April 30,
2009.
|
(5)
|
Includes
32,500 shares of underlying options that are or will be exercisable within
60 days of April 30, 2009.
|
(6)
|
Includes
15,000 shares of underlying options that are or will be exercisable within
60 days of April 30, 2009.
|
(7)
|
Includes
30,500 shares of underlying options that are or will be exercisable within
60 days of April 30, 2009.
|
(8)
|
Includes
the shares of Class A Common Stock referred to in footnotes (2), (4), (6),
(7) and (8) above.
|
(9)
|
Based
on Amendment No. 7 to Schedule 13G filed on February 14, 2008 by FMR LLC
and Edward C. Johnson.
|
COMPLIANCE
WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
Section
16(a) of the Exchange Act requires the Company’s officers and directors, and
persons who own more than ten percent of a registered class of the Company’s
equity securities, to file reports of ownership and changes in ownership with
the Securities and Exchange Commission. Officers, directors and
greater than ten percent shareholders are required to furnish the Company with
copies of all Section 16(a) forms they file. Based solely on its
review of the copies of the forms received by it, or written representations
from certain reporting persons that Section 16(a) forms were required and filed
by those persons, the Company believes that, during the year ended December 31,
2008, all of these reports were timely filed.
PROPOSALS
OF SHAREHOLDERS
Any
shareholder who intends to present a proposal at the 2010 Annual Meeting of
Shareholders for inclusion in the Company’s Proxy Statement and proxy form
relating to the Annual Meeting must submit the proposal to the Company at its
principal executive offices by December 31, 2009. In addition, in the
event a shareholder proposal is not received by the Company by December 31,
2009, the proxy to be solicited by the Board of Directors for the 2010 Annual
Meeting will confer discretionary authority on the holders of the proxy to vote
the shares if the proposal ultimately is presented at the 2010 Annual Meeting
without any discussion of the proposal in the Proxy Statement for that
meeting.
The rules
and regulations of the Securities and Exchange Commission provide that if the
date of the Company’s 2010 Annual Meeting is advanced or delayed more than 30
days from the date of the 2009 Annual Meeting, shareholder proposals intended to
be included in the proxy materials for the 2010 Annual Meeting must be received
by the Company within a reasonable time before the Company begins to print and
mail the proxy materials for the 2010 Annual Meeting. Upon
determination by the Company that the date of the 2010 Annual Meeting will be
advanced or delayed by more than 30 days from the date of the 2009 Annual
Meeting, the Company will disclose that change in the earliest possible
Quarterly Report on Form 10-Q.
DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
Street
name stockholders in a single household who received only one copy of the Annual
Report and Proxy Statement may request to receive separate copies in the future
by following the instructions provided on the voting instruction form sent to
them by their bank, broker or other holder of record. Similarly,
street name stockholders who are receiving multiple copies may request that only
a single set of materials be sent to them in the future by checking the
appropriate box on the voting instruction form. Alternatively, street
name stockholders whose holders of record utilize the services of Broadridge (as
indicated on the voting instruction form sent to them) may send written
instructions to Householding Department, 51 Mercedes Way, Edgewood, New York
11717 or call (631) 254-7067. The instructions must include the
stockholder’s name and account number and the name of the bank, broker or other
holder of record. Otherwise, street name stockholders should contact
their bank, broker or other holder.
Copies
of this Proxy Statement and the 2008 Annual Report on Form 10-K are available
promptly by calling (661) 257-6060, or by writing to Attention: Investor
Relations, Taitron Components Incorporated, 28040 West Harrison Parkway,
Valencia, California 91355. If you are receiving multiple copies of
this Proxy Statement and the Annual Report, you also may request orally or in
writing to receive a single copy of this Proxy Statement and the Annual Report
by calling (661) 257-6060, or writing to Attention: Investor Relations, Taitron
Components Incorporated, 28040 West Harrison Parkway, Valencia, California
91355.
OTHER
MATTERS
The Board
of Directors is not aware of any matter to be acted upon at the Annual Meeting
other than described in this Proxy Statement. Unless otherwise
directed, all shares represented by the persons named in the accompanying proxy
will be voted in favor of the proposals described in this Proxy
Statement. If any other matter properly comes before the meeting,
however, the proxy holders will vote thereon in accordance with their best
judgment.
EXPENSES
The
entire cost of soliciting proxies will be borne by the
Company. Solicitation may be made by mail. The Company
will request brokerage houses, nominees, custodians, fiduciaries and other like
parties to forward soliciting material to the beneficial owners of the Common
Stock held of record by them and will reimburse those persons for their
reasonable charges and expenses in connection therewith.
ANNUAL
REPORT TO SHAREHOLDERS
The
Company’s Annual Report on Form 10-K for the year ended December 31, 2008 is
available online by accessing our website at www.taitroncomponents.com under
"Investors",
but does not constitute part of this Proxy Statement.
REPORT
ON FORM 10-K
THE
COMPANY UNDERTAKES, UPON WRITTEN REQUEST, TO PROVIDE, WITHOUT CHARGE, EACH
PERSON FROM WHOM THE ACCOMPANYING PROXY IS SOLICITED WITH A COPY OF THE
COMPANY’S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008, AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL
STATEMENTS AND SCHEDULES THERETO, BUT EXCLUDING EXHIBITS
THERETO. REQUESTS SHOULD BE ADDRESSED TO TAITRON COMPONENTS
INCORPORATED, ATTENTION: INVESTOR RELATIONS, 28040 WEST HARRISON PARKWAY,
VALENCIA, CALIFORNIA 91355.
ANNUAL
MEETING OF SHAREHOLDERS OF
TAITRON
COMPONENTS INCORPORATED
May
29, 2009
Please
date, sign and mail
your
proxy card in the
envelope
provided as soon
as
possible.
â
Please detach along perforated line and mail in the envelope provided. â
n
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 1 -THE ELECTION OF
DIRECTORS.
PLEASE
SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE
MARK YOUR VOTE IN BLUE OR BLACK AS SHOWN HERE
|
1. ELECTION
OF DIRECTORS, as provided in the Company’s Proxy
Statement:
|
THIS
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF TAITRON COMPONENTS
INCORPORATED
|
|
NOMINEES:
|
|
o FOR ALL
NOMINEES
o WITHHOLD
AUTHORITY FOR ALL NOMINEES
o FOR ALL
EXCEPT
(See
instructions below)
|
¡ Tzu
Sheng (Johnson) Ku
¡ Stewart
Wang
¡ Richard
Chiang
¡ Craig
Miller
¡ Felix
Sung
|
The
undersigned revokes any other proxy to vote at such Meeting and hereby
ratifies and confirms all that said attorneys and proxies, and each of
them, may lawfully do by virtue hereof. With respect to matters
not known at the time of the solicitation hereof, said proxies are
authorized to vote in accordance with their best judgment.
This
Proxy will be voted in accordance with the instructions set forth
above. Where a vote is not specified, the proxies will vote the
shares represented by the proxy “FOR” Proposal 1 and as said proxy shall
deem advisable on such other business as may come before the Meeting,
unless otherwise directed.
The
undersigned acknowledges receipt of a copy of the Notice of Annual Meeting
of Shareholders and accompanying Proxy Statement dated April 30, 2009
relating to the Meeting.
Please
check here if you plan to attend the meeting.
|
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: l
|
|
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 o
|
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.
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TAITRON
COMPONENTS INCORPORATED
Proxy
for Annual Meeting of Shareholders
The
undersigned, a shareholder of TAITRON COMPONENTS INCORPORATED, a California
corporation (the “Company”), hereby appoints STEWART WANG and DAVID VANDERHORST,
or either of them, the proxies of the undersigned, each with full power of
substitution, to attend, vote and act for the undersigned at the Annual Meeting
of Shareholders of the Company, to be held on May 29, 2009 and any postponements
or adjournments thereof, and in connection herewith to vote and represent all of
the shares of the Company which the undersigned would be entitled to vote as
follows:
(Continued
and to be signed on the reverse side)