*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on August 7, 2019.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☑ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
GRAHAM CORPORATION
(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):
| ☑ | No fee required. |
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | 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): |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | 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) | Amount Previously Paid: |
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on August 7, 2019.
| — Before You Vote — | ||||||||||||
| How to Access the Proxy Materials
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Proxy Materials Available to VIEW or RECEIVE: |
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| NOTICE AND PROXY STATEMENT ANNUAL REPORT/FORM 10-K | ||||||||||||
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How to View Online: |
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| Have the information that is printed in the box marked by the arrow
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How to Request and Receive a PAPER or E-MAIL Copy: |
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| If you want to receive a paper or e-mail copy of current and/or future proxy materials, including a proxy card, you must request them. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: |
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1) BY INTERNET: |
www.proxyvote.com |
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| 2) BY TELEPHONE: | 1-800-579-1639 | |||||||||||
| 3) BY E-MAIL*: | sendmaterial@proxyvote.com | |||||||||||
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* If requesting materials by e-mail,
please send a blank e-mail with the information that is printed in the box marked by the arrow
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| Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before July 24, 2019 to facilitate timely delivery.
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| — How To Vote — | ||||||||||||
| Please Choose One of the Following Voting Methods
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Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. To obtain directions to attend the 2019 annual meeting of stockholders, please contact our Corporate Secretary at the following address: Graham Corporation, 20 Florence Avenue, Batavia, New York 14020. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. |
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Vote By Internet: To vote now by Internet, go
to www.proxyvote.com. Have the information that is printed in the box marked by the arrow
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Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
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| Voting Items | ||||||||||||||||||
| The Board of Directors recommends you vote “FOR” the following: | ||||||||
| 1. | Election of Directors | |||||||
| Nominees: | ||||||||
| 01) James J. Malvaso |
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| 02) Jonathan W. Painter |
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| The Board of Directors recommends you vote “FOR” proposals 2 and 3: | ||||||||
| 2. | To approve, on an advisory basis, the compensation of our named executive officers. | |||||||
| 3. | To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2020. | |||||||
| NOTE: In their discretion, and in accordance with applicable law, the named proxies may vote upon such other matters that may properly come before the meeting or any adjournment or adjournments thereof. | ||||||||
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The 2019 Annual Meeting of Stockholders of Graham Corporation will be held on Wednesday, August 7, 2019, at 11:00 a.m., Eastern Time, at our principal executive offices located at 20 Florence Avenue, Batavia, New York 14020, for the following purposes:
1. to elect as Directors the two nominees named in the proxy statement;
2. to approve, on an advisory basis, the compensation of our named executive officers;
3. to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2020; and
4. to transact such other business as may properly come before the Annual Meeting or any adjournment of the Annual Meeting.
Our Board of Directors has fixed the close of business on June 12, 2019 as the record date for determining the stockholders who are entitled to receive notice of and to vote at the Annual Meeting as well as at any adjournment of the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
James R. Lines President and Chief Executive Officer
June 27, 2019 |
(located on the following page) and visit: www.proxyvote.com.
