SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [x]
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))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (ss.) 240.14a-11c) or (ss.) 240.14a-12
Bexil 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):
[x] 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:
Notes:
BEXIL(R)
o Notice of 2007 Annual Meeting and
Proxy Statement
o 2006 Annual Report
American Stock
Exchange Symbol:
11 Hanover Square BXL
New York, NY 10005
Tel 1-212-785-0400
www.bexil.com
BEXIL CORPORATION
-------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
-------------------
To the Stockholders:
Notice is hereby given that the 2007 Annual Meeting of Stockholders
("Meeting") of Bexil Corporation (the "Company") will be held at The Down Town
Association, 60 Pine Street, New York, New York on May 11, 2007 at 11:00 a.m.,
local time, for the following purposes:
1. To elect to the Board of Directors the Nominees, Charles A. Carroll and
Bassett S. Winmill, as Class III Directors with each to serve a three year
term, and until his successor is duly elected and qualifies.
2. To consider and act upon any other business as may properly come before the
Meeting or any adjournment thereof.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE IN
FAVOR OF THE NOMINEES.
Stockholders of record at the close of business on March 15, 2007 are
entitled to receive notice of and to vote at the Meeting.
By Order of the Board of Directors
/s/ John F. Ramirez
John F. Ramirez
Secretary
New York, New York
April 5, 2007
THE MEETING WILL START PROMPTLY AT 11:00 A.M., LOCAL TIME. TO AVOID DISRUPTION,
ADMISSION MAY BE LIMITED ONCE THE MEETING STARTS. PLEASE SIGN AND DATE THE
ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED PRE-ADDRESSED REPLY
ENVELOPE WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. ANY STOCKHOLDER OF
RECORD PRESENT AT THE MEETING MAY VOTE IN PERSON INSTEAD OF BY PROXY, THEREBY
CANCELING ANY PREVIOUS PROXY.
================================================================================
PLEASE VOTE IMMEDIATELY BY SIGNING AND RETURNING THE ENCLOSED PROXY CARD.
DELAY MAY CAUSE THE COMPANY TO INCUR ADDITIONAL EXPENSES TO SOLICIT VOTES FOR
THE MEETING.
================================================================================
1
BEXIL CORPORATION
-------------------
PROXY STATEMENT
-------------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 11, 2007
This Proxy Statement is furnished in connection with a solicitation of
proxies by Bexil Corporation (the "Company") to be voted at the 2007 Annual
Meeting of Stockholders of the Company to be held at The Down Town Association,
60 Pine Street, New York, New York on May 11, 2007 at 11:00 a.m., and at any
postponements or adjournments thereof ("Meeting") for the purposes set forth in
the accompanying Notice of Annual Meeting of Stockholders. Only stockholders of
record at the close of business on March 15, 2007 (the "Record Date") are
entitled to be present and to vote on matters at the Meeting. Stockholders are
entitled to one vote for each Company share held. Shares represented by executed
and unrevoked proxies will be voted in accordance with the instructions on the
Proxy Card. A stockholder may revoke a proxy by delivering to the Company a
signed proxy with a date later than the previously delivered proxy or by sending
a written revocation to the Company. To be effective, such revocation must be
received prior to the Meeting. In addition, any stockholder who attends the
Meeting in person may vote by ballot at the Meeting, thereby canceling any proxy
previously given. As of the Record Date, the Company had 883,592 shares of
common stock issued and outstanding. Stockholders of the Company will vote as a
single class.
It is estimated that proxy materials will be mailed to stockholders as of
the Record Date on or about April 5, 2007. The Company's principal executive
offices are located at 11 Hanover Square, New York, New York 10005. A COPY OF
THE COMPANY'S MOST RECENT ANNUAL REPORT ON FORM 10-KSB IS ATTACHED HERETO.
PROPOSAL 1: TO ELECT TO THE BOARD OF DIRECTORS THE NOMINEES, CHARLES A. CARROLL
AND BASSETT S. WINMILL, AS CLASS III DIRECTORS WITH EACH TO SERVE
A THREE YEAR TERM, AND UNTIL HIS SUCCESSOR IS DULY ELECTED AND
QUALIFIES.
The Board has approved the nominations of Charles A. Carroll and Bassett
S. Winmill, as Class III Directors with each to serve a three year term, and
until his successor is duly elected and qualifies. The Nominees currently serve
as Directors of the Company. Mr. Carroll and Mr. Winmill will be elected by a
plurality of the votes cast at the Meeting. Unless otherwise noted, the address
of record for the Directors is 11 Hanover Square, New York, New York 10005.
The following table sets forth certain information concerning the Nominees
for Class III Directors of the Company:
OTHER REPORTING COMPANY*
DIRECTOR DIRECTORSHIPS HELD BY
NAME, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE FOR PAST FIVE YEARS, AND AGE SINCE DIRECTOR
------------------------------------------------------------------------------------ ---------- ------------------------------
NON-INTERESTED NOMINEE:
CLASS III:
CHARLES A. CARROLL - From 1990 to 2005, Mr. Carroll served as Managing Director of 2004 -
Kalin Associates, Inc., a member firm of the New York Stock Exchange ("NYSE"),
prior to which, he served as a member of the NYSE representing Boettcher and Co.
Mr. Carroll was born on December 18, 1930.
INTERESTED NOMINEE:
CLASS III:
BASSETT S. WINMILL - Mr. Winmill has been Chairman of the Board of the Company 1996 -
since 1996, as well as Tuxis Corporation since 1983, Global Income Fund, Inc.
since 1996, and Winmill & Co. Incorporated ("WCI"), its affiliates, and certain of
the investment companies managed by its subsidiaries (the "Investment Company
Complex" or "ICC") since 1974. Mr. Winmill is a member of the New York Society of
Security Analysts, the Association for Investment Management and Research, and the
International Society of Financial Analysts. Mr. Winmill was born on February 10,
1930.
* As defined under the Securities Exchange Act of 1934.
2
The persons named in the accompanying form of proxy intend to vote each
such proxy FOR the election of the Nominees listed above unless a stockholder
specifically indicates on a proxy the desire to withhold authority to vote for
the Nominees. It is not contemplated that the Nominees will be unable to serve
as Directors for any reason but, if that should occur prior to the Meeting, the
proxy holders reserve the right to substitute another person or persons of their
choice as a Nominee. The Nominees listed above have consented to being named in
this Proxy Statement and have agreed to serve as Directors if elected.
VOTE REQUIRED
As set forth in the Company's Bylaws, "[s]ubject to the Charter, the
election of any director by stockholders requires the affirmative vote of at
least eighty percent (80%) of the outstanding shares of all classes of voting
stock, voting together, in person or by proxy at a meeting at which a quorum is
present, unless such action is approved by the vote of a majority of the Board
of Directors, in which case such action requires the affirmative vote of a
plurality of the votes cast at the Meeting." Because the Nominees for Directors
were approved by a majority of the Board of Directors, a plurality of all the
votes cast at the Meeting at which a quorum is present shall be sufficient to
elect the Nominees as Directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS YOU VOTE FOR THE NOMINEES.
The following table sets forth certain information regarding the other
Directors currently serving on the Board:
OTHER REPORTING COMPANY*
DIRECTOR DIRECTORSHIPS HELD BY
NAME, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE FOR PAST FIVE YEARS, AND AGE SINCE DIRECTOR
------------------------------------------------------------------------------------ ---------- ------------------------------
NON-INTERESTED DIRECTORS:
CLASS I:
EDWARD G. WEBB, JR. - Mr. Webb has been an Equity Portfolio Manager for Advanced 2004 -
Asset Management Advisors, Inc. since October 2002. Mr. Webb was President of
Webb Associates, Ltd. from 1996 to 2004. Mr. Webb was born on March 31, 1939.
CLASS II:
DOUGLAS WU - Since 1998, Mr. Wu has been a Principal of Maxwell Partners, prior to 1997 -
which, he was a Managing Director of Rothschild Emerging Markets/Croesus Capital
Management. Mr. Wu was born on July 31, 1960.
INTERESTED DIRECTOR:
CLASS I:
THOMAS B. WINMILL - Mr. Winmill has served as President, Chief Executive Officer 1996 -
and General Counsel of the Company since 1999 and in other capacities since 1996.
Since 1999, he has also served as a director, President, Chief Executive Officer
and General Counsel of WCI, its affiliates, and of the ICC, and in other
capacities since 1988. Mr. Winmill has also served as General Counsel of Tuxis
Corporation since 2002 and in other capacities since 1988. Mr. Winmill is a
member of the New York State Bar and the SEC Rules Committee of the Investment
Company Institute. Mr. Winmill was born on June 25, 1959.
* As defined under the Securities Exchange Act of 1934.
Bassett S. Winmill, Chairman of the Board of the Company, is the father of
Thomas B. Winmill, the President, Chief Executive Officer, and General Counsel
of the Company.
The following table sets forth certain information concerning the
Company's executive officers other than those who serve as Directors. Unless
otherwise noted, the address of record for the officers is 11 Hanover Square,
New York, New York 10005.
3
Name and Age Position(s) Held with Fund, Term of Office, Principal Occupation for Past Five Years
------------------------------ -----------------------------------------------------------------------------------------------
Thomas O'Malley Vice President, Chief Financial Officer, and Chief Accounting Officer since 2005. He is also
Born on July 22, 1958 Vice President, Chief Financial Officer and Chief Accounting Officer of Tuxis Corporation,
WCI and its affiliates, and of the ICC. Previously, Mr. O'Malley served as Assistant
Controller of Reich & Tang Asset Management, LLC, Reich & Tang Services, Inc., and Reich &
Tang Distributors, Inc. He is a certified public accountant.
John F. Ramirez Vice President, Secretary, and Chief Compliance Officer since 2005. He is also Vice
Born on April 29, 1977 President, Secretary, and Chief Compliance Officer of Tuxis Corporation, WCI and its
affiliates, and of the ICC. He previously served as Compliance Administrator and Assistant
Secretary of the Company, Tuxis Corporation, WCI and its affiliates, and of the ICC. Mr.
Ramirez is a member of the Society of Corporate Secretaries and Governance Professionals.
COMMITTEES OF THE BOARD OF DIRECTORS
GOVERNANCE, COMPENSATION AND NOMINATING COMMITTEE
The Board of Directors established on June 9, 2004 a Governance,
Compensation and Nominating Committee ("GCN Committee") and adopted a charter to
define and outline the responsibilities of its members. A copy of the GCN
Committee charter is posted at www.bexil.com. The GCN Committee consists of
Edward G. Webb, Jr., Charles A. Carroll, and Douglas Wu, all of whom are
independent directors in accordance with the American Stock Exchange director
independence standards. The role of the GCN Committee is to assist the Board of
Directors by: (a) recommending governance guidelines applicable to the Company;
(b) identifying, evaluating, and recommending the nomination of Board members;
(c) setting the compensation of the Company's Chief Executive Officer and
performing other compensation oversight; and (d) assisting the Board with other
related tasks as assigned from time to time. In selecting the Nominees set forth
in Proposal 1, the GCN Committee took into account each Nominee's independence
and the independence of the Company's full Board of Directors, each Nominee's
knowledge and experience and potential contribution to the Board of Directors
and its committees, each Nominee's other commitments, and each Nominee's past
service with the Company or with affiliates of the Company.
The GCN Committee has approved the following procedures by which
stockholders may recommend director candidates: The GCN Committee will consider
appropriate candidates recommended by stockholders with relevant business
experience who can assist the Company or its business. A stockholder wishing to
submit such a recommendation should send a letter, postmarked no later than
January 1 in the year of the meeting, to the Secretary of the Company at 11
Hanover Square, New York, New York 10005. The mailing envelope must contain a
clear notation that the enclosed letter is a "Director Nominee Recommendation."
The letter must identify the author as a stockholder and provide: (a) the name,
address, telephone number and social security number of the candidate to be
considered; (b) a description of all arrangements or understandings between the
stockholder and the candidate, and an executed written consent of the candidate
to serve as a director of the Company if so elected; (c) a copy of the
candidate's resume and at least three bona fide references; and (d) an analysis
of the candidate's qualifications to serve on the Board of Directors and on each
of the Board's committees. All candidates recommended for election to the Board
of Directors must meet the independence standards of the American Stock
Exchange.
AUDIT COMMITTEE AND AUDIT COMMITTEE REPORT
The Company has an Audit Committee currently comprised of Edward G. Webb,
Jr., Charles A. Carroll, and Douglas Wu. The Audit Committee charter adopted by
the Board of Directors may be found at www.bexil.com. The Audit Committee
assists the Board of Directors in fulfilling its responsibility for oversight of
the quality and integrity of the Company's financial reporting practices. The
purposes of the Audit Committee are: (a) to oversee the Company's accounting and
financial reporting policies and practices, its internal controls and, as
appropriate, the internal controls of certain service providers; (b) to oversee
the quality and objectivity of the Company's financial statements and the
independent audit thereof; and (c) to act as a liaison between the Company's
independent auditors and the full Board of Directors.
4
REPORT
In discharging its oversight responsibility as to the audit process for
the fiscal year ended December 31, 2006, the Audit Committee discussed with the
independent auditors their independence from the Company and its management. In
addition, the independent auditors provided the Audit Committee with written
disclosure regarding their independence and the letter required by Independence
Standards Board Standard No. 1. For the fiscal year ended December 31, 2006, the
Audit Committee discussed and reviewed with the independent auditors all
communications required by generally accepted auditing standards, including
those described in Statement on Auditing Standards No. 61, "Communication with
Audit Committees," and discussed and reviewed the results of the independent
auditors' examination of the Company's financial statements. The Audit Committee
reviewed the audited financial statements of the Company for the fiscal year
ended December 31, 2006 with management and the independent auditors. Management
has the responsibility for the preparation of the Company's financial statements
and the independent auditors have the responsibility for the examination of
those statements. Based upon review and discussions with management and the
independent auditors, the Audit Committee recommended to the Board of Directors
that the Company's audited financial statements be included in its Annual Report
for the fiscal year ended December 31, 2006 for filing with the Securities and
Exchange Commission ("SEC").
This report shall not be deemed incorporated by reference by any general
statement incorporating by reference this Proxy Statement into any filing under
the Securities Act of 1933, as amended, or the Securities Act of 1934, as
amended, and shall not otherwise be deemed filed under such Acts. The Audit
Committee Members are independent, as defined in section 121(A) of the listing
standards of the American Stock Exchange. In addition, each Audit Committee
Member qualifies as an "audit committee financial expert" as defined by Rule
407(d)(5)(ii) of Regulation S-B by virtue of their education and work
experience.
The Audit Committee is pleased to submit this report to the stockholders
of the Company with regard to the above matters.
/s/ Charles A. Carroll
/s/ Edward G. Webb, Jr.
/s/ Douglas Wu
EXECUTIVE COMMITTEE
The Company has an Executive Committee comprised of Thomas B. Winmill, the
function of which is to exercise the powers of the Board of Directors between
meetings of the Board to the extent permitted by law to be delegated and not
delegated by the Board to any other committee.
DIRECTOR AND COMMITTEE MEETINGS
During the Company's most recently completed fiscal year, the Company's
Board of Directors met five times, the Audit Committee met six times, the GCN
Committee met two times, and the Executive Committee met one time. Each Director
attended at least 75% of the Board and committee meetings held when such
director was in office.
HOW TO COMMUNICATE WITH THE COMPANY'S BOARD OF DIRECTORS
Stockholders who wish to communicate with the Board of Directors or a
particular director may send a letter to the Secretary of the Company at 11
Hanover Square, New York, New York 10005. The mailing envelope must contain a
clear notation indicating that the enclosed letter is a "Stockholder-Board
Communication" or "Stockholder-Director Communication." All such letters must
identify the author as a stockholder and clearly state whether the intended
recipients are all members of the Board or just certain specified individual
directors. The Secretary will make copies of all such letters and circulate them
to the appropriate director or directors.
The Company's policy with regard to the Board members' attendance at
Annual Meetings of Stockholders is that it is encouraged but not required. All
Board members attended the 2006 Annual Meeting of Stockholders.
STOCK OWNERSHIP BY CERTAIN BENEFICIAL OWNERS
The following table sets forth information regarding the direct beneficial
ownership of Company common stock as of the Record Date by (i) each director and
executive officer and (ii) all directors and executive officers as a group:
5
NAME OF DIRECTOR, NOMINEE, OR OFFICER NUMBER OF SHARES (NOTE) PERCENT OF OUTSTANDING SHARES*
------------------------------------------------------------------------------------------------------------------------
NON-INTERESTED NOMINEE:
Charles A. Carroll 3,200 **
INTERESTED NOMINEE:
Bassett S. Winmill 285,554 (1), (2) 30.4%
NON-INTERESTED DIRECTORS:
Edward G. Webb, Jr. 1,500 **
Douglas Wu 4,000 (3) **
INTERESTED DIRECTOR:
Thomas B. Winmill 100,674 (1) 10.7%
OFFICERS:
Thomas O'Malley 0 **
John F. Ramirez 2,100 (4) **
---------------------------------------------------------------------------
Total shares held by directors and officers 397,028 39.7%
as a group
===========================================================================
* The percent of outstanding shares is calculated on the basis of the amount
of outstanding shares plus, for each person or group, any securities that
person or group has the right to acquire beneficial ownership as specified
in Rule 13d-3(d)(1) under the Securities Exchange Act of 1934 (the
"Exchange Act"), including the right to acquire within sixty days pursuant
to options, warrants, rights, conversion privilege or similar obligations.
** Less than 1% of the outstanding shares.
(1) This amount includes 55,369 shares with respect to which such person has
the right to acquire beneficial ownership as specified in Rule 13d-3(d)(1)
under the Exchange Act, including the right to acquire within sixty days,
from options, warrants, rights, conversion privilege or similar
obligations.
(2) Bassett S. Winmill has indirect beneficial ownership of 222,644 of these
shares, as a result of his status as a controlling person of WCI and
Investor Service Center, Inc., the direct beneficial owner. Mr. Winmill
disclaims beneficial ownership of the shares held by Investor Service
Center, Inc.
(3) This amount includes 4,000 shares with respect to which such person has
the right to acquire beneficial ownership as specified in Rule 13d-3(d)(1)
under the Exchange Act, including the right to acquire within sixty days,
from options, warrants, rights, conversion privilege or similar
obligations.
(4) This amount includes 2,000 shares with respect to which such person has
the right to acquire beneficial ownership as specified in Rule 13d-3(d)(1)
under the Exchange Act, including the right to acquire within sixty days,
from options, warrants, rights, conversion privilege or similar
obligations.
Based on filings with the SEC, management of the Company believes the
following stockholders beneficially owned 5% or more of the outstanding shares
of Company common stock as of the Record Date:
NAME AND ADDRESS NUMBER OF SHARES (NOTE) PERCENT OF OUTSTANDING SHARES*
--------------------------------------------------- ---------------------------- ---------------------------------------------
Advisory Research, Inc. 87,400 (1) 9.9%
180 N. Stetson St.
Suite 5500
Chicago, IL 60601
Thomas B. Winmill 100,674 (2) 10.7%
11 Hanover Square
New York, New York 10005
6
NAME AND ADDRESS NUMBER OF SHARES (NOTE) PERCENT OF OUTSTANDING SHARES*
--------------------------------------------------- ---------------------------- ---------------------------------------------
Investor Service Center, Inc. 222,644 25.2%
11 Hanover Square
New York, New York 10005
Winmill & Co. Incorporated 222,644 (3) 25.2%
11 Hanover Square
New York, New York 10005
Bassett S. Winmill 285,554 (4) 30.4%
11 Hanover Square
New York, New York 10005
* The percent of outstanding shares is calculated on the basis of the amount
of outstanding shares plus, for each person or group, any securities that
person or group has the right to acquire beneficial ownership as specified
in Rule 13d-3(d)(1) under the Exchange Act, including the right to acquire
within sixty days pursuant to options, warrants, rights, conversion
privilege or similar obligations.
(1) According to a Schedule 13G filed February 20, 2007.
(2) Includes 55,369 shares with respect to which such person has the right to
acquire beneficial ownership as specified in Rule 13d-3(d)(1) under the
Exchange Act, including the right to acquire within sixty days, from
options, warrants, rights, conversion privilege or similar obligations.
Thomas B. Winmill has indirect beneficial ownership of 26,712 of these
shares held by his spouse and sons. Mr. Winmill disclaims ownership of the
shares held by his spouse and sons.
(3) Winmill & Co. Incorporated has indirect beneficial ownership of these
shares, as a result of its status as a controlling person of Investor
Service Center, Inc., the direct beneficial owner.
(4) Includes 55,369 shares with respect to which such person has the right to
acquire beneficial ownership as specified in Rule 13d-3(d)(1) under the
Exchange Act, including the right to acquire within sixty days, from
options, warrants, rights, conversion privilege or similar obligations.
Bassett S. Winmill has indirect beneficial ownership of 222,644 of these
shares, as a result of his status as a controlling person of Winmill & Co.
Incorporated and Investor Service Center, Inc., the direct beneficial
owner. Mr. Winmill disclaims beneficial ownership of the shares held by
Investor Service Center, Inc.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth compensation for the fiscal year ended
December 31, 2006 received by the Company's Chief Executive Officer and the two
most highly compensated executive officers. No other executive officer of the
Company serving at the end of fiscal year 2006 had total compensation in fiscal
year 2006 in excess of $100,000.
ALL OTHER
SALARY BONUS OPTION AWARDS COMPENSATION TOTAL
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) ($) ($)
------------------------------------------------------------------------------------------------------------------------------
Thomas B Winmill 2006 315,000 1,347,500 32,515 8,203 1,703,218
President and Chief
Executive Officer
Bassett S. Winmill 2006 46,759 336,875 32,515 14,152 430,301
Executive Chairman of
the Board of Directors
Thomas O'Malley 2006 63,000 52,663 16,380 4,017 136,060
Vice President and
Chief Financial Officer
7
NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE
Mr. Thomas Winmill deferred payment of $52,500 of his 2006 salary reported
in the table.
The "Bonus" dollar amounts reported reflect a special one time bonus paid
upon the closing of the Company's sale of its fifty percent interest in York
Insurance Services Group, Inc. ("York") to Messrs. Thomas Winmill, Bassett
Winmill, and O'Malley of $1,347,500, $336,875, and $49,231, respectively. No
annual bonus was awarded to Thomas Winmill and Bassett Winmill. Mr. O'Malley
received an annual bonus of $3,432.
The "Option Awards" dollar amounts reflect the compensation expense
recorded by the Company for financial reporting purposes with respect to stock
options during the 2006 fiscal year in accordance with Statement of Financial
Accounting Standards ("SFAS") 123R, "Share-Based Payment." For a discussion of
the assumptions made in the valuation, refer to Note 5 to our financial
statements for the fiscal year ended December 31, 2006.
Refer to the "All Other Compensation Table" below for details of amounts
paid.
ALL OTHER COMPENSATION TABLE
The following table details each item of compensation included under All
Other Compensation in the Summary Compensation Table above for the fiscal year
ended December 31, 2006.
COMPANY MATCHING LIFE INSURANCE PREMIUMS CAR LEASE AND INSURANCE
CONTRIBUTION TO 401(K) PLAN (1)
NAME ($) ($) ($)
----------------------------------------------------------------------------------------------------------------------------
Thomas B. Winmill 7,704 499 -
Bassett S. Winmill 1,917 9,166 3,069
Thomas O'Malley 3,780 237 -
(1) The Company participates in a 401(k) retirement plan for substantially all
of its qualified employees. The matching expense is based upon a
percentage of contributions by eligible employees and are accrued and
funded on a current basis. The named executive officers above also serve
as officers and/or directors of WCI.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE
The following table sets forth information concerning unexercised options
for each named executive officer as of the year ended December 31, 2006. There
were no stock option exercises by the named executive officers during the year
ended December 31, (2006.)
OPTION AWARDS(1)
--------------------------------------------------------------------------------------------------
NUMBER OF SECURITIES UNDERLYING NUMBER OF SECURITIES
UNEXERCISED OPTIONS UNDERLYING UNEXERCISED OPTIONS OPTION OPTION
(#) (#) EXERCISE EXPIRATION
NAME EXERCISABLE UNEXERCISABLE(2) PRICE ($) DATE
--------------------------- --------------------------------- --------------------------------- -------------- --------------
Thomas B. Winmill 13,893 9,262 23.749 03/25/09
26,845 - 21.590 03/25/09
10,000 - 16.300 11/10/09
Bassett S. Winmill 13,893 9,262 23.749 03/25/09
26,845 - 21.590 03/25/09
10,000 - 16.300 11/10/09
Thomas O'Malley - 5,000 19.500 08/12/10
(1) No named executive officer held options that qualified as equity incentive
plan awards at 2006 year end.
(2) 4,631 of such options are exercisable as of March 25, 2007 and March 25,
2008, respectively, for each Thomas B. Winmill and Bassett S. Winmill. All
of Mr. O'Malley's options are exercisable as of July 11, 2008.
8
DIRECTOR COMPENSATION TABLE
The following table sets forth the compensation of each non-employee
director by the Company for the year ended December 31, 2006:
FEES EARNED OR PAID IN CASH OPTION AWARDS ALL OTHER COMPENSATION TOTAL
NAME OF DIRECTOR ($) ($) ($) ($)
----------------------------- ---------------------------- --------------------- ---------------------------- ----------------
Charles A. Carroll 24,750 10,256 20,000 $55,006
Edward G. Webb, Jr. 25,250 10,256 20,000 $55,506
Douglas Wu 25,250 9,840 20,000 $55,090
NARRATIVE DISCLOSURE TO DIRECTOR COMPENSATION TABLE
The "Option Awards" dollar amounts reflect the compensation expense
recorded by the Company for financial reporting purposes with respect to stock
options during the 2006 fiscal year in accordance with SFAS 123R. For a
discussion of the assumptions made in the valuation, refer to Note 5 to our
financial statements for the fiscal year ended December 31, 2006. Pursuant to
the 2004 Incentive Compensation Plan, each of Messrs. Carroll, Webb, and Wu were
granted 1,000 options at the close of business on the date of the Company's
annual stockholder meeting, November 8, 2006, with a grant date value of $27.90
per share. The outstanding number of stock options awarded to each director as
of December 31, 2006 was 3,000.
Under the 2004 Incentive Compensation Plan ("Plan"), the Company's
non-employee directors receive non-qualified stock options for Company common
stock. The Company will grant an initial option for 1,000 shares of Company
common stock on the effective date of any non-employee director's initial
election to the Board. The Company will also grant an annual option for 1,000
shares of Company common stock to each non-employee director at the close of
business on the date of the Company's annual stockholder meeting. These amounts
are subject to adjustment for corporate transactions. These option awards are
the only type of awards that non-employee directors of the Company are eligible
to receive under the Plan. The exercise price per share of non-employee director
options will be equal to 100% of the fair market value of a share of Company
common stock on the date of grant and these options will expire at the earlier
of (i) five years from the date of grant or (ii) three months after the date the
non-employee director ceases to serve as a director of the Company for any
reason. Non-employee director options will vest at the end of a period
commencing on the date of grant and ending on a date which is the sooner of
three years from the date of grant date or three years from commencement of
service to the Company, and if the optionee has more than three years of service
on the date of grant, the options will vest immediately.
Directors of the Company or its subsidiaries who are employees or spouses
of employees do not receive fees for attendance at Board meetings. Effective
August 10, 2006, non-employee directors of the Company are compensated for
services provided as a director as follows: $1,000 as a retainer paid quarterly;
$500 per special or telephonic meeting attended and per meeting of a committee
of a board attended (when not held near the time of a regular meeting), except
for the GCN Committee which is $2,000 per annum; reimbursement for meeting
expenses; $1,000 per annum per Board committee chaired; and a $2,000 fee per
meeting of stockholders. Prior to August 10, 2006, non-employee directors of the
Company were compensated for services provided as a director as follows: $500 as
a retainer paid quarterly; $250 per special or telephonic meeting attended and
per meeting of a committee of a board attended (when not held near the time of a
regular meeting), except for the GCN Committee which is $1,000 per annum;
reimbursement for meeting expenses; $500 per annum per Board committee chaired;
and a $1,000 fee per meeting of stockholders.
The Board of Directors approved a cash bonus for all non-employee
directors in 2006. Mr. Webb earned $1,000 for his services as chairman of the
GCN Committee. Mr. Wu earned $1,000 for his services as chairman of the Audit
Committee and also received $4,000 for his services as a director of York in
2006.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
From 2002 until April 28, 2006, the Company's primary holding was a fifty
percent interest in York, an insurance services business process sourcing
company. On April 28, 2006, the Company consummated the sale of its fifty
percent interest in York to a newly formed entity controlled by a private equity
fund and certain other investors for approximately $39 million in cash.
On December 29, 2005, the GCN Committee approved the payment of bonuses to
Bassett Winmill, the Executive Chairman of the Board of the Company, and Thomas
Winmill, the President, Chief Executive Officer and General Counsel of the
9
Company, in the amounts of $163,125 and $652,500, respectively, as a result of
the sale of the Company's fifty percent interest in York. In addition, the GCN
Committee approved the payments of additional bonuses to Messrs. Bassett Winmill
and Thomas Winmill, in the amounts of $336,875 and $1,347,500, respectively, and
bonuses to nine other employees of the Company in the aggregate amount of
approximately $236,000, which bonuses were contingent upon the closing of the
sale. These bonuses were paid on May 2, 2006 after the consummation of the sale.
Certain officers of the Company also serve as officers and/or directors of
WCI, Tuxis Corporation ("Tuxis"), and their affiliates (collectively with Bexil,
the "Affiliates"). At December 31, 2006, WCI's wholly owned subsidiary, Investor
Service Center, Inc., owned 222,644 shares of the Company and 234,665 shares of
Tuxis, or 25% and 24%, respectively, of the outstanding common stock. WCI's
wholly owned subsidiary, Midas Management Corporation ("MMC"), acts as "master"
payer of compensation and benefits of Affiliate employees. At December 31, 2006,
the Company had a reimbursement receivable from MMC relating to compensation and
benefit expenses of $9,130.
Rent expense of jointly used office space and overhead expense for various
jointly used administrative and support functions incurred by WCI are allocated
to the Company and the Affiliates. The Company incurred allocated rent and
overhead costs of $172,182 and $92,271 for the years ended December 31, 2006 and
2005, respectively. At December 31, 2006, the Company had a payable to WCI
related to these costs of $23,253.
The Company participates in a 401(k) retirement plan for substantially all
of its qualified employees. Company matching expense is based upon a percentage
of contributions to the plan by eligible employees and are accrued and funded on
a current basis. Matching expense for the year ended December 31, 2006 and 2005
was $17,081 and $19,668, respectively.
At December 31, 2006, the Company had $101,222 invested in Midas Dollar
Reserves, Inc. ("MDR"), a money market fund advised by MMC, and $1,496 invested
in Global Income Fund, Inc. ("GIF"), a closed end investment company advised by
CEF Advisers, Inc., a wholly owned subsidiary of WCI. The Company earned
dividends from MDR and GIF in aggregate of $1,347 and $109 for the years ended
December 31, 2006 and 2005, respectively. Certain officers and directors of the
Company are officers and/or directors of MDR and GIF.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Tait, Weller & Baker LLP ("Tait, Weller"), an independent registered
public accounting firm ("IRPAF"), audited the Company's financial statements for
the fiscal year ended December 31, 2006 and has been appointed as the Company's
IRPAF for the fiscal period commencing January 1, 2007. The Company's financial
statements for the fiscal year ended December 31, 2005 were audited by Deloitte
& Touche LLP ("Deloitte").
Apart from its fees received as the IRPAF, neither Tait, Weller nor any of
its partners have a direct, or material indirect, financial interest in the
Company or its affiliates. Representatives of Tait, Weller are not expected to
be present at the Meeting but have been given the opportunity to make a
statement if they so desire and are expected to be available to respond to
appropriate questions by telephone or otherwise.
The following table sets forth the aggregate fees billed for professional
services rendered by such firms for the respective years:
FISCAL YEAR ENDED AUDIT RELATED ALL AGGREGATE
DECEMBER (31) AUDIT FEES FEES TAX FEES OTHER FEES NON-AUDIT FEES*
----------------------- ------------------------- ------------------ ------------------- ------------------ ------------------
2005 $155,057 $0 $32,250 $0 $201,000
2006 $66,500 $77,065 $22,000 $0 $193,500
* Tait Weller also provided audit, non-audit, and tax services to WCI,
Tuxis, the ICC, and their affiliates. The Audit Committee considered the
provision of these services and determined such services to be compatible
with maintaining Tait Weller's independence.
AUDIT FEES include the aggregate fees billed for professional services rendered
by Tait, Weller and Deloitte for the audit of the Company's annual financial
statements, review of the quarterly financial statements, and services rendered
in connection with statutory and regulatory filings or engagements.
10
AUDIT RELATED FEES include the aggregate fees billed for assurance and related
services by Tait, Weller and Deloitte that are reasonably related to the
performance of the audit or review of the annual financial statements and review
of the quarterly financial statements, and review of other regulatory filings(.)
TAX FEES include the aggregate fees billed for professional services rendered by
Tait, Weller in connection with tax compliance, tax advice, and tax planning.
ALL OTHER FEES include the aggregate non-audit fees not disclosed above that
were billed for projects and services provided by Tait, Weller.
The Company's Audit Committee has adopted a policy to consider for
pre-approval any non-audit services proposed to be provided by the IRPAF to the
Company, and any non-audit services proposed to be provided by such IRPAF to its
affiliates, if any, which have a direct impact on Company operations or
financial reporting. In those situations when it is not convenient to obtain
full Audit Committee approval, the Chairman of the Audit Committee is delegated
the authority to grant pre-approvals of auditing, audit-related, non-audit
related, tax, and all other services so long as all such pre-approved decisions
are reviewed with the full Audit Committee at its next scheduled meeting. Such
pre-approval of non-audit services proposed to be provided by the IRPAF to the
Company is not necessary, however, under the following circumstances: (1) all
such services do not aggregate to more than 5% of total revenues paid by the
Company to the IRPAF in the fiscal year in which services are provided, (2) such
services were not recognized as non-audit services at the time of the
engagement, and (3) such services are brought to the attention of the Audit
Committee, and approved by the Audit Committee, prior to the completion of the
audit.
CHANGES IN COMPANY'S CERTIFYING ACCOUNTANT
On January 13, 2005, the Company's Audit Committee unanimously voted to
recommend to the Board that the resignation of Tait, Weller as the Company's
independent registered public accounting firm be accepted, effective upon the
appointment by the Company of successor auditors. The Audit Committee further
recommended to the Board that the appointment of Deloitte as the independent
registered public accounting firm for the Company be approved, effective upon
the successful completion of Deloitte's client acceptance procedures. Also on
January 13, 2005, the Board of Directors of the Company approved such
recommendations. On April 13, 2005, Deloitte advised the Company of the
successful completion of Deloitte's client acceptance procedures. Accordingly,
Tait, Weller resigned effective April 13, 2005. On April 18, 2005, the Company
announced the successful completion of Deloitte's client acceptance procedures.
Tait, Weller's report on the Company's financial statements for the fiscal
years ended December 31, 2003 and December 31, 2002 did not contain an adverse
opinion, a disclaimer of opinion, or any qualification or modifications as to
uncertainty, audit scope or accounting principles. During the Company's fiscal
years ended December 31, 2003 and December 31, 2002, and through the date of
termination of the engagement, there were no disagreements with Tait, Weller on
any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure which, if not resolved to the satisfaction of
Tait, Weller, would have caused Tait, Weller to make reference to the subject
matter of the disagreement in connection with its report. During the fiscal
years ended December 31, 2003 and December 31, 2002 and through the date of
termination of the engagement, there have been no reportable events as defined
in Item 304(a)(1)(iv) of Regulation S-B promulgated by the SEC. The Company did
not consult with Deloitte during the fiscal years ended December 31, 2003 and
December 31, 2002, nor during the subsequent period to the date of its
engagement regarding either the application of accounting principles to a
specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company's financial statements.
On July 6, 2006, prior to the Company notifying Deloitte of their
dismissal, the Audit Committee of the Board of Directors of the Company
unanimously voted to recommend to the Board the dismissal of Deloitte as the
Company's IRPAF, effective upon the appointment by the Company of a successor
IRPAF. The Audit Committee further recommended to the Board that the appointment
of Tait, Weller as the IRPAF for the Company be approved. On July 6, 2006, the
Board of Directors of the Company approved such recommendations. On July 6,
2006, the Company dismissed Deloitte as the Company's IRPAF.
Deloitte's report on the Company's financial statements for the fiscal
years ended December 31, 2005 and December 31, 2004 did not contain an adverse
opinion, a disclaimer of opinion, or any qualification or modifications as to
uncertainty, audit scope or accounting principles. During the Company's fiscal
years ended December 31, 2005 and December 31, 2004 and through the date of
termination of the engagement, there were no disagreements with Deloitte on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure which, if not resolved to the satisfaction of
Deloitte, would have caused Deloitte to make reference to the subject matter of
the disagreement in connection with its report.
11
During the fiscal years ended December 31, 2005 and December 31, 2004 and
through the date of termination of the engagement, there were no reportable
events as defined in Item 304(a)(1)(iv) of Regulation S-B promulgated by the SEC
except on June 15, 2005, the Company inadvertently filed the Company's Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2004 (the "2004
Report") before all pending edits and reviews were completed. Because the edits
and review procedures had not been completed, the Company's Chief Financial
Officer determined that the Company's financial statements for the fiscal years
ended December 31, 2004 and 2003 as filed should not be relied upon. On June 20,
2005, an amended 2004 Report was filed to correct certain errors which resulted
from the inadvertent filing of the 2004 Report on June 15, 2005. The
circumstances surrounding the inadvertent filing and a description of the edits
which had not been completed are described in the Company's Current Report on
Form 8-K dated June 15, 2005 and filed with the SEC on June 17, 2005.
Additionally, in connection with the preparation of the 2004 Annual Report on
Form 10-KSB/A, management determined that deficiencies within its disclosure
controls and procedures including internal control over financial reporting
existed that related to the following: (1) the Company's internal controls over
SEC filings were not adequate and required further strengthening, (2) the
controls over the application of APB 18, The Equity Method of Accounting for
Investments in Common Stock, regarding the classification of income from equity
affiliates did not operate effectively and (3) the controls over the application
of APB No. 20, Accounting Changes, did not operate effectively. The
circumstances surrounding such deficiencies are described in the Company's 2004
Annual Report on Form 10-KSB/A filed with the SEC on March 2, 2006.
The Audit Committee discussed the subject matter of the reportable events
described above with Deloitte. Additionally, the Company authorized Deloitte to
respond fully to the inquiries by Tait, Weller concerning the reportable events.
The Company did not consult with Tait, Weller during the fiscal year ended
December 31, 2005 nor during the subsequent period to the date of its engagement
regarding either the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Company's financial statements. Tait, Weller served as
the IRPAF for the Company with respect to each Quarterly Report on Form 10-QSB
during the fiscal year ended December 31, 2004 and consulted with the Company
regarding the application of accounting principles to the Company's
deregistration as an investment company under the Investment Company Act of 1940
effective January 6, 2004. The Company did not consult with Tait, Weller
regarding the type of audit opinion that might be rendered on the Company's
financial statements with respect to the Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2004.
ADDITIONAL INFORMATION
At the meeting, the presence in person or by proxy of stockholders
entitled to cast a majority of all the votes entitled to be cast at the meeting
is sufficient to constitute a quorum. In the event that a quorum is not present
at the meeting, or if a quorum is present but sufficient votes to approve a
proposal are not received, the chair of the meeting may adjourn the meeting to a
later date and time not more than 120 days after the original record date
without any other notice other than announcement at the meeting. A stockholder
vote may be taken for one or more proposals prior to any adjournment if
sufficient votes have been received for approval. If a proxy is properly
executed and returned accompanied by instructions to withhold authority to vote,
represents a broker "non-vote" (that is, a proxy from a broker or nominee
indicating that such person has not received instructions from the beneficial
owner or other person entitled to vote shares of the Company on a particular
matter with respect to which the broker or nominee does not have discretionary
power) or is marked with an abstention (collectively, "abstentions"), the
Company's shares represented thereby will be considered to be present at the
meeting for purposes of determining the existence of a quorum for the
transaction of business. Under Maryland law, abstentions do not constitute a
vote "for" or "against" a matter and will be disregarded in determining "votes
cast" on an issue.
In addition to the use of the mails, proxies may be solicited personally,
by telephone, or by other means, and the Company may pay persons holding its
shares in their names or those of their nominees for their expenses in sending
soliciting materials to their beneficial owners. The Company will bear the cost
of soliciting proxies. Authorizations to execute proxies may be obtained by
telephonic instructions in accordance with procedures designed to authenticate
the stockholder's identity. In all cases where a telephonic proxy is solicited,
the stockholder will be asked to provide his or her address, social security
number (in the case of an individual) or taxpayer identification number (in the
case of an entity) or other identifying information and the number of shares
owned and to confirm that the stockholder has received the Company's Proxy
Statement and proxy card in the mail. Within 72 hours of receiving a
stockholder's telephonic voting instructions and prior to the meeting, a
confirmation will be sent to the stockholder to ensure that the vote has been
12
taken in accordance with the stockholder's instructions and to provide a
telephone number to call immediately if the stockholder's instructions are not
correctly reflected in the confirmation. Stockholders requiring further
information with respect to telephonic voting instructions or the proxy
generally should contact the Company's transfer agent at 1-800-937-5449. Any
stockholder giving a proxy may revoke it at any time before it is exercised by
submitting to the Company a written notice of revocation or a subsequently
executed proxy or by attending the meeting and voting in person.
DISCRETIONARY AUTHORITY; SUBMISSION DEADLINES FOR STOCKHOLDER PROPOSALS
Although no business may come before the Meeting other than that specified
in the Notice of Annual Meeting of Stockholders, shares represented by executed
and unrevoked proxies will confer discretionary authority to vote on matters
which the Company did not have notice of a reasonable time prior to mailing this
Proxy Statement to stockholders. The Company's Bylaws provide that in order for
a stockholder to nominate a candidate for election as a Director at an annual
meeting of stockholders or propose business for consideration at such meeting,
written notice generally must be delivered to the Secretary of the Company, at
the principal executive offices, not less than 60 days nor more than 90 days
prior to the first anniversary of the mailing of the notice for the preceding
year's annual meeting. Accordingly, pursuant to such Bylaws and Rule 14a-5(e)(2)
of the 1934 Act, a stockholder nomination or proposal intended to be considered
at the 2008 Annual Meeting must be received by the Secretary no earlier than
January 9, 2008 nor later than February 6, 2008. Proposals should be mailed to
the Company, to the attention of the Company's Secretary, 11 Hanover Square, New
York, New York 10005. In addition, if you wish to have your proposal considered
for the inclusion in the Company's 2008 Proxy Statement, we must receive it on
or before February 6, 2008 pursuant to Rule 14a-8(e)(2). The submission by a
stockholder of a proposal for inclusion in the proxy statement or presentation
at the Meeting does not guarantee that it will be included or presented.
Stockholder proposals are subject to certain requirements under the federal
securities laws and the Maryland General Corporation Law and must be submitted
in accordance with the Company's Bylaws.
COMPLIANCE WITH SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING
Section 16(a) of the Securities Exchange Act of 1934, and rules
thereunder, requires the Company's Directors and officers, and any persons
holding 10% or more of its common stock, to file reports of ownership and
changes in ownership with the SEC and the American Stock Exchange. Based on the
Company's review of the copies of such forms it receives, the Company believes
that during the calendar year ended 2006 such persons complied with all such
applicable filing requirements except for three late Form 4 filings made on
behalf of Charles A. Carroll, Edward G. Webb, Jr., and Douglas Wu.
HOUSEHOLDING OF PROXY MATERIALS
To reduce the expenses of printing and delivering duplicate copies of
proxy statements, some banks, brokers, and other nominee record holders may be
taking advantage of the SEC "householding" rules that permit the delivery of
only one copy of these materials to stockholders who share an address unless
otherwise requested. If you share an address with another stockholder and have
received only one copy of this proxy statement, you may request a separate copy
of these materials at no cost to you by or by writing to Bexil Corporation, 11
Hanover Square, New York, New York 10005, Attention: Secretary. For future
stockholder meetings, you may request separate copies of these materials, or
request that we send only one set of these materials to you if you are receiving
multiple copies by calling or writing to us at the number or address given
above.
NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES AND THEIR NOMINEES
Please advise the Company's transfer agent, American Stock Transfer &
Trust Company, at 1-800-937-5449 whether other persons are the beneficial owners
of the shares for which proxies are being solicited and, if so, the number of
copies of this Proxy Statement and other soliciting material you wish to receive
in order to supply copies to the beneficial owners of shares.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, STOCKHOLDERS WHO
DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO COMPLETE, SIGN, DATE
AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED STAMPED ENVELOPE.
13
ANNUAL MEETING OF STOCKHOLDERS OF
BEXIL CORPORATION
May 11, 2007
Please sign, date, 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 POSTAGE PAID ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [x]
1. To elect to the Board of Directors the Nominees, Charles A. Carroll and
Bassett S. Winmill, as Class III Directors with each to serve a three
year term, and until his successor is duly elected and qualifies.
NOMINEES:
[_] FOR |_| Charles A. Carroll
[_] WITHHOLD AUTHORITY |_| Bassett S. Winmill
|_| FOR ALL EXCEPT
(See instructions below)
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: |X|
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.
The votes entitled to be cast by the undersigned will be cast as instructed on
the reverse side hereof. If this Proxy is executed but no instruction is given,
the votes entitled to be cast by the undersigned will be cast "for" the Nominees
as proposed in the Proxy Statement and in the discretion of the Proxy holder on
any other matter that may properly come before the Meeting.
Your vote is important! Please sign and date the proxy/voting instructions card
below and return it promptly in the enclosed postage-paid envelope or otherwise
to Bexil Corporation c/o American Stock Transfer & Trust Company, 59 Maiden
Lane, New York, NY 10038 so that your shares can be represented at the Meeting.
IF NO INSTRUCTIONS ARE GIVEN ON A PROPOSAL, THE PROXIES WILL VOTE FOR THE
ELECTION OF THE NOMINEE.
Signature of Stockholder _________________Date:__________ Signature of Stockholder _________________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.
PROXY CARD
BEXIL CORPORATION
THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS OF BEXIL
CORPORATION (THE "COMPANY") FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
MAY 11, 2007 AND AT ANY POSTPONEMENT OR ADJOURNMENT THEREOF.
The undersigned stockholder of the Company hereby appoints Thomas B. Winmill and
John F. Ramirez, and each of them, the attorneys and proxies of the undersigned,
with full power of substitution in each of them, to attend the 2007 Annual
Meeting of Stockholders to be held at The Down Town Association, 60 Pine Street,
New York, New York on Friday, May 11, 2007, at 11:00 a.m. and at any
postponements or adjournments thereof ("Meeting") to cast on behalf of the
undersigned all votes that the undersigned is entitled to cast at the Meeting
and otherwise to represent the undersigned at the Meeting with all of the powers
possessed by the undersigned if personally present at the Meeting. The
undersigned hereby acknowledges receipt of the Notice of Annual Meeting and the
accompanying Proxy Statement and revokes any proxy heretofore given for the
Meeting.
THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST AS INSTRUCTED ON
THE REVERSE SIDE HEREOF. IF THIS PROXY IS EXECUTED BUT NO INSTRUCTION IS GIVEN,
THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST "FOR" THE NOMINEES
AS PROPOSED IN THE PROXY STATEMENT AND IN THE DISCRETION OF THE PROXY HOLDER ON
ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING.
(Continued and to be signed on the reverse side)