UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities
Exchange Act of 1934 (Amendment No.
)
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to §240.14a-12
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KMA GLOBAL SOLUTIONS INTERNATIONAL, INC.
(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):
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No fee required.
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Fee computed on table below per Exchange Act
Rules 14a-6(i)(4) and 0-11.
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Title of each class of securities to which
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Aggregate number of securities to which
transaction applies:
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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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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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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.
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Form, Schedule or Registration Statement No.:
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KMA GLOBAL SOLUTIONS INTERNATIONAL, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 5, 2007
To Our Stockholders
The Annual Meeting of Stockholders (the “Annual Meeting”) of KMA Global Solutions International,
Inc. (the “Company”) will be held at 100 Britannia Road East, Mississauga, Ontario, Canada on
December 5, 2007 at 10:00 a.m. EST, for the following purposes:
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1.
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To elect three directors, each to serve for a one-year term;
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2.
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To ratify the appointment of McGovern, Hurley, Cunningham, LLP as the
Company’s independent auditors for the fiscal year ending January 31, 2008; and
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3.
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To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
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Only stockholders of record at the close of business on November 1, 2007 are entitled to notice of,
and to vote at, the Annual Meeting or any adjournment thereof. A list of those stockholders will
be available for examination by any stockholder for any purpose germane to the Annual Meeting,
during normal business hours, at the principal executive offices of the Company, 5570 Kennedy Road,
Mississauga, Ontario, Canada, for a period of ten days prior to the Annual Meeting.
Your attention is directed to the accompanying Proxy Statement. Whether or not you plan to attend
the Annual Meeting in person, you are urged to complete, sign, date and return the enclosed proxy
card in the enclosed, post-paid envelope. If you attend the Annual Meeting and wish to vote in
person, you may withdraw your proxy and vote your shares personally.
By order of the Board of Directors,
/s/ William Randal Fisher
Corporate Secretary
November 9, 2007
TABLE OF CONTENTS
KMA GLOBAL SOLUTIONS INTERNATIONAL, INC.
5570A Kennedy Road
Mississauga, Ontario, Canada L4Z2A9
PROXY STATEMENT
Annual Meeting of Stockholders
December 5, 2007
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of
Directors of KMA Global Solutions International, Inc. (the “Company”) for use at the Annual Meeting
of Stockholders (the “Annual Meeting”) to be held at 100 Britannia Road East, Mississauga, Ontario,
Canada, on December 5, 2007, at 10:00 a.m. EST.
Each holder of record of shares of Common Stock, $0.001 par value, of the Company (the “Common
Stock”) at the close of business on November 1, 2007 (the “Record Date”), is entitled to notice of,
and to vote at, the Annual Meeting or any adjournment thereof and will have one vote on each matter
considered for each share held on the Record Date. A majority of the shares entitled to vote will
constitute a quorum. On the Record Date, there were 75,333,319 shares of Common Stock outstanding.
If you are unable to attend the Annual Meeting, you may vote by proxy. The proxy holders will vote
your shares according to your instructions. If you return a properly signed and dated proxy card
but do not mark a choice on one or more items, your shares will be voted in accordance with the
recommendations of the Board of Directors for those items as set forth in this Proxy Statement.
The proxy card gives authority to the proxy holders to vote your shares in their discretion on any
other matter presented at the Annual Meeting or any adjournment thereof. A proxy may indicate that
all or a portion of the shares represented by that proxy are not being voted by a stockholder with
respect to a particular matter. Any such non-voted shares will be considered present for the
purpose of determining the presence of a quorum.
You may revoke your proxy at any time prior to voting at the Annual Meeting by delivering written
notice to the Secretary of the Company, by submitting a subsequently dated proxy or by attending
the Annual Meeting and voting in person.
The Company will bear the cost of preparing, handling, printing and mailing this Proxy Statement,
the related proxy card and any additional materials which may be furnished to stockholders, as well
as the actual expense incurred by brokerage houses, fiduciaries and custodians in forwarding those
materials to beneficial owners of Common Stock held in their names. The solicitation of proxies
will be made by the use of the mail and through direct communication with certain stockholders or
their representatives by certain officers, directors or employees of the Company who will receive
no additional compensation therefor. The Company may also employ a professional proxy solicitation
service and if so will pay all costs of that solicitor. This Proxy Statement and the related proxy
card are first being sent or given to stockholders on or about November 9, 2007.
ELECTION OF DIRECTORS
Currently, the Board of Directors consists of three persons, each with a term of office ending at
the Annual Meeting. The Board of Directors has nominated the three current directors, Messrs.
Reid, Foster and McBride to stand for re-election as Directors to serve until the next Annual
Meeting of Stockholders and until his or her successor has been elected and qualified. Due to his
other professional commitments, on October 24, 2007, Mr. Riley resigned and was replaced by Mr.
Foster.
Unless otherwise instructed, the proxy holders will vote the proxies received by them for the
nominees recommended by the Board of Directors. Directors are elected by a plurality of the votes
cast. Stockholders may not cumulate their votes. The nominees receiving the highest number of
votes cast will be elected. If any of the nominees is unable or declines to serve as a Director at
the time of the Annual Meeting, the proxies will be voted for another nominee who will be
designated by the Board of Directors to fill the vacancy. It is not expected that any of the
nominees will be unable or will decline to serve as a Director. If additional persons are
nominated for election as Directors, the proxy holders intend to vote all proxies received by them
for the nominees recommended by the Board of Directors.
NOMINEES FOR DIRECTOR
Nominees to Serve Until the Next Annual Meeting:
Jeffrey D. Reid
, age 48, has been the Chief Executive Officer of the Company’s operating
subsidiary, KMA Global Solutions Inc. (“KMA (Canada)”), since its inception in 1996. Mr. Reid
became President, Chief Executive Officer and Chairman of the Board of the Company in March 2006.
Mr. Reid has over 20 years of experience in manufacturing in China and North America, and marketing
and sales in the North American and European markets. Prior to joining KMA (Canada), he owned and
operated Lux Trading Company Limited prior to which he was General Manager of Avon Sportswear. Mr.
Reid holds a Bachelor of Commerce from the University of Windsor, Ontario.
Daniel K. Foster
, age 55, was appointed a director of the Company on October 24, 2007. Mr. Foster
is a chartered accountant with over 30 years experience in public accounting, industry and
investment management. For the past five years Mr. Foster has been the Investment Manager for a
Canadian pension fund located in Toronto, Ontario. Mr. Foster holds a Bachelor of Commerce from
the University of Toronto and is a member in good standing of the Institute of Chartered
Accountants of Ontario and the Pension Investment Association of Canada.
Michael McBride
, age 51, was elected Director of the Company in March 2006. Mr. McBride is a member
in good standing of the Law Society of Upper Canada and has practiced in the area of general
corporate and real estate law as a partner in the law firm McBride Wallace Laurent & Cord LLP since
1982.
The Board of Directors unanimously recommends that the Company’s stockholders vote FOR election of
the nominees listed above.
BOARD OF DIRECTORS
Independence
Although the Company’s securities are not quoted on NASDAQ, the Company has elected to apply the
NASDAQ Global Market Rules regarding the definition of “independence” for the members of the Board
of Directors. Under Nasdaq rules, an “independent director” of a company means a person (other
than an officer or employee of the company or its subsidiaries) who, in the opinion of the
company’s board of
2
directors, does not have a relationship with the company that would interfere with the exercise of
independent judgment in carrying out the responsibilities of a director. Under the NASDAQ
Marketplace Rules, Messrs. Foster and McBride qualify as “independent.” Independent directors,
therefore, represent a majority of the Board.
The Company’s independent directors meet in executive session at least four time a year and may
meet more frequently as they determine is necessary. Mr. McBride serves as chairman of each
meeting of independent directors.
Communication with the Board
Stockholders who wish to communicate with the Board should address their communications to the
Company’s Corporate Secretary, William Randal Fisher, at KMA Global Solutions International, Inc.,
5570A Kennedy Road, Mississauga, Ontario, Canada L4Z2A9. He will review each such communication
and forward it to the appropriate Board member or members as he deems appropriate.
Board Nomination Policy
The Board does not have a separate nominating committee; the entire Board of Directors serves this
function. The Board has not adopted a formal written policy regarding the nomination process. The
Board is responsible for identifying, evaluating, and recommending individuals qualified to be
appointed to the Board or to stand for election to the Board at a meeting of the stockholders.
In evaluating candidates for nomination to the Board, the Board takes into account the applicable
requirements for directors under the Nasdaq rules as well as the standards for serving on the
Board’s Audit Committee under the Securities Exchange Act of 1934 (the “Exchange Act”). The Board
may take into consideration such other factors and criteria as they deem appropriate in evaluating
a candidate, including his or her judgment, skill, integrity, diversity and business or other
experience.
Generally, the Board will consider candidates who have experience as a board member or senior
officer of a company or who are generally recognized in a relevant field as a well-regarded
practitioner, faculty member or senior government officer. The Board will also evaluate whether a
candidate’s skills and experience are complementary to the existing Board members’ skills and
experience as well as the Board’s need for operational, management, financial, international,
technological or other expertise. The Board will interview candidates who meet the criteria and
then select nominees that they believe best suit the Board’s needs.
The Board will consider qualified candidates for director nominees suggested by stockholders.
Stockholders can suggest qualified candidates for director nominees by writing to the Company’s
Corporate Secretary, William Randal Fisher, at KMA Global Solutions International, Inc., 5570A
Kennedy Road, Mississauga, Ontario, Canada L4Z2A9. Submissions that are received that meet the
criteria described above will be forwarded to the Board for further review and consideration. The
Board does not intend to evaluate candidates proposed by stockholders any differently than other
candidates.
Directors’ Meetings
The Board of Directors held seven meetings during the fiscal year ended January 31, 2007 (the “2007
Fiscal Year”).
The Board of Directors does not have an Audit Committee. Therefore, the Board of Directors
monitors the Company’s internal control over financial reporting and disclosure control and
procedures. Mr. Foster
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currently qualifies as an “audit committee financial expert” for purposes of SEC rules, adopted
pursuant to the Sarbanes-Oxley Act of 2002.
The Board of Directors does not have a Compensation Committee. As such, the Board is responsible
for the evaluation and approval of stock option grants and executive compensation. With the
exception of Mr. Reid, each member of the Board is an “independent director” under the Nasdaq
rules.
For the 2007 Fiscal Year, no director attended less than 75% of all of the combined total meetings
of the board. The Company encourages, but does not require, its directors to attend the annual
meeting of stockholders. All of the Company’s then directors attended the previous annual meeting
of stockholders.
Code of Ethics
The Company has a Code of Ethics that applies to all Company employees, including its Chief
Executive Officer, as well as members of the Board of Directors. The Code of Ethics was filed as
Exhibit 14 to the Company’s 10-KSB filed with Securities and Exchange Commission on May 1, 2007.
Director Compensation
The Company has not compensated any director for service on the Board of Directors. However, the
Company has recently adopted a stock option plan and in the future intends to compensate the
Company’s directors with grants under said stock option plan.
INDEPENDENT AUDITORS
McGovern, Hurley, Cunningham, LLP (“McGovern”) served as the Company’s independent auditors for the
fiscal year ended January 31, 2007. Representatives of McGovern are expected to be present at the
Annual Meeting and will be available to respond to appropriate questions. McGovern’s
representatives will also be given the opportunity to make a statement, if they desire to do so.
RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
The Board of Directors has appointed McGovern as the Company’s independent auditors for the fiscal
year ending January 31, 2008. Approval of the proposal to ratify the appointment of McGovern
requires the affirmative vote of a majority of the stockholders present, in person or by proxy, at
the Annual Meeting and entitled to vote thereon. If the appointment is not ratified, the
appointment of other independent auditors will be considered by the Board. Abstentions will have
the same effect as votes against the proposal. Shares not voted by a broker acting as nominee
because the broker lacks discretionary authority to vote will be considered as not being in
attendance for the vote on the proposal.
The Board of Directors unanimously recommends that the Company’s stockholders vote FOR approval of
the proposal to ratify the appointment of McGovern as the Company’s independent auditors for the
fiscal year ending January 31, 2008.
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REPORT OF THE BOARD OF DIRECTORS
KMA Global Solutions International, Inc.’s Board of Directors is composed of two independent
directors and the Company’s Chief Executive Officer and President. Among other things, the Board
is responsible for the appointment, compensation and oversight of the Company’s independent
auditors.
Management is responsible for the Company’s financial statements, internal control over financial
reporting, and disclosure controls and procedures. The independent auditors are responsible for
performing an independent audit of the Company’s consolidated financial statements in accordance
with generally accepted auditing standards and to issue a report thereon. The Board’s
responsibility is to monitor and oversee these processes.
In this context, the Board has met and held discussions with management and the independent
auditors with respect to the Company’s audited financial statements. Management represented to the
Board that the Company’s consolidated financial statements as of and for the year ended January 31,
2007 were prepared in accordance with generally accepted accounting principles, and the Board has
reviewed and discussed the consolidated financial statements with management and the independent
auditors. Specifically, the Board has discussed with the independent auditors the matters required
to be discussed by Statement on Auditing Standards No. 61,
Communication with Audit Committees
, as
amended, and any other matters required to be discussed under generally accepted auditing
standards. In addition, prior to the filing of the Company’s Form 10-KSB for the year ended
January 31, 2007, the Board followed the guidance in SEC Financial Release No. 60,
Cautionary
Advice Regarding Disclosure About Critical Accounting Policies
and, accordingly, reviewed the
selection, application and disclosure of the critical accounting policies of the Company.
During 2007 and 2006, the Company retained its principal auditors, McGovern, in several capacities.
The following table sets forth the aggregate fees billed to us by McGovern, Hurley, Cunningham, LLP
in connection with various audit and other services provided to us throughout fiscal years 2007 and
2006:
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Service
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2007 Fees Billed ($)
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2006 Fees Billed ($)
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Audit Fees
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$
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45,000
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$
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26,950
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Audit-Related
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46,500
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$
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0
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Fees
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Tax Fees
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$
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2,500
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$
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2,000
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All Other Fees
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$
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0
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$
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(1)
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Audit-Related Fees represent amounts billed in connection with (i) the review of
financial statements included in the Company’s Forms 10-QSB, and (ii) the Form SB-2
Registration Statement filed by the Company with the SEC on March 12, 2007.
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(2)
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Tax Fees represent amounts billed for tax services during 2007 and 2006.
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All Other Fees represent amounts billed for all other services performed. No
All Other Fees were billed during 2007 or 2006.
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Engagement Policies
The Board of Directors pre-approves all audit and permissible non-audit services provided by our
independent auditors. Where feasible, the Board considers and, when appropriate, pre-approves
services at regularly scheduled meetings after disclosure by management and the auditors of the
nature of the proposed services, the estimated fees (when available), and their opinions that the
services will not impair the auditors’ independence. The Board has authorized its Chairman (or any
committee member in the
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Chairman’s absence) to pre-approve (when appropriate) audit and permissible non-audit services when
pre-approval is necessary prior to the next committee meeting, and such person must report to the
Board at its next meeting with respect to all services so pre-approved by him or her.
The Board has received and reviewed these figures as well as the written disclosures and the letter
from the independent public auditors required by Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees
, as amended, and has discussed with the independent
auditors their independence, including consideration of the compatibility of non-audit services
with that firm’s independence. Based upon these reviews and discussions, the Board has affirmed
the independence of the Company’s principal auditors.
Based on the reviews and discussions referred to above, and relying thereon, the Board recommended
that the financial statements referred to above be included in the Company’s Annual Report on Form
10-KSB for the year ended January 31, 2007 filed with the Securities and Exchange Commission.
The foregoing report has been furnished by the incumbent members of the Board as set forth below:
Jeffrey D. Reid — Chairman
Michael McBride
Executive Officers
Our executive officers are as follows:
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Name
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Age
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Position
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Jeffrey D. Reid
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48
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Chief Executive Officer, President and
Chairman of the Board of Directors
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William Randal Fisher
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Secretary/Treasurer
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Laura Wilkes
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49
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President, KMA Global Solutions (Hong Kong) Ltd.
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Norm Nowlan
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52
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Vice President of Operations for KMA (Canada)
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Scott Dixon
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50
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President KMA (Canada)
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The business experience during the past five years of each of the persons presently listed above as
an Officer of the Company is as follows:
Jeffrey D. Reid
, has been the Chief Executive Officer of KMA (Canada) since its inception in 1996.
Mr. Reid became President, Chief Executive Officer and Chairman of the Board of the Company in
March 2006. Mr. Reid has over 20 years of experience in manufacturing in China and North America,
and marketing and sales in the North American and European markets. Prior to joining KMA (Canada),
he owned and operated Lux Trading Company Limited prior to which he was General Manager of Avon
Sportswear. Mr. Reid holds a Bachelor of Commerce from the University of Windsor, Ontario.
William Randal Fisher
, Secretary and Treasurer for the Company since March 2006, brings extensive
knowledge and experience in retail manufacturing and packaging, including expertise in customer
order management, shipping and computer related interface. Prior to joining the Company, Mr. Fisher
managed a team of nearly 400 people as the Packaging, Warehouse & Distribution Manager for
Panasonic Disc Services Corporation. Operating in the DVD & Game Entertainment area, Mr. Fisher was
responsible for implementation of ISO 9002/1401 certification as well as integration of WMS & RF
technology into supply chain processes.
Laura Wilkes,
President, KMA Global Solutions (Hong Kong) Ltd., is responsible for leadership of
the Company’s operations and sales team in Hong Kong and the distributor network in Asia, including
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strategic planning, business development, and ongoing improvement of operations. She also currently
acts as the senior financial manager coordinating all internal finance functions and leading all
external liaison with vendors. Mrs. Wilkes has over 25 years of varied operational experience to
the company, and previously served as a Plant Controller with Kellogg Canada.
Norm Nowlan
, Vice President of Operations, joined the Company’s executive team as Vice President,
Operations in May of 2006. Norm comes directly to the Company from the Canadian discount icon,
SAAN Stores Ltd, where he gained more than 30 years of retail experience, much of it spent in the
executive ranks leading such functional departments as Operations and Business Development. His
experience and broad knowledge of the retail landscape throughout North America will prove
invaluable to the Company as we execute our strategic plans for growth.
Scott Dixon
, has been the President of KMA (Canada) since May of 2007. He previously served as
Vice President of Business Development after joining the Company in April of 2006. He has a history
of leading subsidiary operations of multinational corporations into new markets and brings to the
Company more than 25 years of EAS expertise specializing in retail loss prevention and
source-tagging to prevent theft and inventory loss. From 2004 until 2005, he was Vice President
and General Manager of Novar Controls Ltd., where he led the launch of a new division: Novar
Integrated Security Services. Novar Controls was subsequently acquired by Honeywell. Prior to his
term at Novar, Mr. Dixon was Vice President and General Manager of ADT Security Services Canada
Ltd., following the acquisition of Sensormatic Canada by Tyco Fire and Security, the continuation
of a role that began in 1990 as President & Managing Director of Sensormatic Canada Inc.
No officer or affiliate of the Company has, within the past five years, filed any bankruptcy
petition, been convicted in or been the subject of any pending criminal proceedings, or is any such
person the subject or any order, judgment, or decree involving the violation of any state or
federal securities laws.
Agreements with Executive Officers
Jeffrey D. Reid entered into an employment agreement as Chief Executive Officer reporting to the
Board of Directors of the Company as of March 9, 2006. Mr. Reid’s contract is a renewable three
year contract and provides for annual remuneration of $200,000, exclusive of bonuses, benefits and
other compensation. Mr. Reid will be entitled to earn options to purchase up to 100,000 shares of
the Company’s common stock per year subject to meeting certain objectives and milestones to be
determined once a company stock option plan has been established. The milestones required for Mr.
Reid to receive cash bonuses revolve around Company top-line revenue targets. Mr. Reid will be
entitled to a $50,000 cash bonus if sales of $25 million are achieved in any year, a $100,000 cash
bonus if sales of $40 million are achieved in any year, and $150,000 cash bonus if sales of $65
million are achieved in any year. Benefits specifically refer to a package which includes medical
and life insurance. Other compensation refers to the use of a Company vehicle as well as stock
options if applicable. Mr. Reid has entered into a non-competition agreement and non-solicitation
agreement which extend for a period of one year following the termination of his employment with
the Company. Mr. Reid is subject to termination provisions commensurate with his position which
includes a severance of not less than two years’ salary upon termination of his employment with the
company. Mr. Reid’s contract does not contemplate “change in control” benefits.
All other employees of the Company, including our executive officers, are employed at will and have
not yet entered into an employment agreement with the Company. William Randal Fisher, Norm Nowlan,
Laura Wilkes and Scott Dixon are currently the only executive officers of the Company.
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Board of Directors Interlocks and Insider Participation
With the exception of Mr. Reid, no current member of the Board is or was an officer or employee of
the Company or any of its subsidiaries. Furthermore, no member of the Board has any relationship
requiring disclosure under Item 404 of Regulation S-K. Finally, no executive officer of the
Company served during the fiscal year ended January 31, 2007 as a director or a member of the
compensation committee of any entity that had an executive officer serving as a director of the
Company.
Transactions with Related Persons and the Company’s Approval Policy
For fiscal year ended January 31, 2006, the Company loaned money to Jeffrey D. Reid, its founder
and major shareholder. The loan was a demand loan bearing an annual interest rate of 2% that was
fully repaid on March 9, 2006
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For the 2007 Fiscal Year, there were no transactions that required
disclosure under Item 404(a) of Regulation S-K. Any future transactions will be reviewed and
approved by the Board.
COMPENSATION DISCUSSION AND ANALYSIS
Compensation Policies
The Company’s continuing objective is to provide superior, sustainable value to its shareholders
while providing competitive compensation opportunities that will attract, retain and reward
leadership and critical talent. The Company provides all employees with an opportunity to increase
annual compensation based on individual and team performance relative to specific criteria and
objectives that are aligned with Company success drivers. To do this, the Company places a portion
of employee compensation at risk with the performance of the Company, the operating group and the
individual.
Executive compensation consists of salary, annual incentive compensation, general employee benefits
and other minor benefits. In determining the executive compensation structure, the Board considers
current Company objectives, publicly available information and recommendations of the Chief
Executive Officer.
Salaries
The Company does not have a formal salary program with salary grades and salary ranges. Instead,
salary increases are awarded periodically based on individual performance, when allowed by economic
conditions.
Annual Incentive Compensation
In the 2007 Fiscal Year, the Company provided an opportunity for its management and other employees
to earn annual cash bonuses subject to meeting certain objectives and milestones. Specific
performance metrics differed among employees and were selected and weighted based on their
importance to the Company’s strategic objectives and the ability of the employee in question to
impact each metric. The Board of Directors believe that the metrics selected for the 2007 Fiscal
Year were consistent with those used by organizations similar to the Company in either size or
industry segment. Applying the above metrics, the Company paid no incentive compensation bonuses
to employees of the Company.
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Stock Option Plan
The Company has recently adopted a stock option plan, which will give employees an equity stake in
the financial success of the Company, with grants determined by the Board of Directors based on
position and responsibility. Certain Company employees will likely receive a stock option in the
near future. Additional grants will likely be made annually, generally at the Vice President level
and above, when the Board of Directors, in consultation with the Chief Executive Officer, deems
such grants serve the best interests of the Company.
Chief Executive Officer Compensation
The Board of Directors is responsible for evaluating and setting compensation for the Chief
Executive Officer. In doing so, the Board typically considers the compensation of similarly placed
executives at other companies, as well as individual and Company performance. Increases or
decreases in compensation are awarded periodically based on individual and Company performance.
Mr. Reid’s annual salary was set at $200,000 upon his becoming Chief Executive Officer of the
Company, and has not since changed.
BOARD OF DIRECTORS’ COMPENSATION REPORT
The Board of Directors is responsible for evaluating and approving executive compensation consists
of salary, annual incentive compensation, general employee benefits and other minor benefits. As
such, the then members of the Board of Directors met and held discussions with management with
respect to the Company’s Compensation Discussion and Analysis. Based on these reviews and
discussions, and relying thereon, we, the incumbent members of the Board of Directors, recommended
that the compensation discussion and analysis be included in the Company’s Proxy Statement for the
2007 Annual Meeting.
The foregoing report has been furnished by the incumbent members of the Board as set forth below:
Jeffrey D. Reid — Chairman
Michael McBride
9
EXECUTIVE OFFICER COMPENSATION
The following table sets forth summary information concerning the compensation during the periods
indicated of those executive officers of the Company for which such disclosure is required
(collectively, the “Named Executive Officers”).
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SUMMARY COMPENSATION TABLE
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Non-
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Equity
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Incentive
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All
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Plan
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Nonqualified
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Other
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Name and
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Stock
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Option
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Compen-
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Deferred
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Compen-
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Principal
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Salary
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Bonus
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Awards
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Awards
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sation
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Compensation
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sation
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Total
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Position
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Year
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($)
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($)
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($)
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($)
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($)
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Earnings
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($)
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($)
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Jeffrey D. Reid,
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February
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105,811
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—
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—
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—
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—
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—
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9,415
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(1)
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115,226
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Chief Executive
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1,2006 --
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Officer and
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January
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President
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31, 2007
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(principal
executive officer)
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Laura Wilkes,
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February
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105,811
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—
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—
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—
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—
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—
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8,459
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(2)
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114,270
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President of
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1,2006 --
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KMA Global
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January
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Solutions (Hong
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31, 2007
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Kong) Ltd.
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Norm Nolan, Vice
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February
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96,993
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—
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—
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—
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—
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—
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10,009
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(1)
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107,002
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President of
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1,2006 --
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Operations for KMA
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January
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(Canada)
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31, 2007
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Scott Dixon,
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February
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107,465
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—
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—
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—
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—
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—
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—
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107,465
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President of KMA
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1,2006 --
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(Canada)
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January
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31, 2007
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(1)
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This amount is comprised of leased automobile and insurance payments.
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(2)
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This amount is comprised of an automobile allowance.
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10
SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT
The table below shows the amount of our common stock beneficially owned by (a) each stockholder
known to our management to be the beneficial owner of more than 5% of the outstanding shares of our
common stock, (b) each of our directors and named executive officers and (c) all current directors
and executive officers as a group. Unless otherwise stated, the address for each person in the
table is 5570A Kennedy Road, Mississauga, Ontario, Canada L4Z2A9.
Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or
investment power with respect to the shares. To our knowledge, except under applicable community
property laws or as otherwise indicated, the persons named in the table have sole voting and sole
investment control with regard to all shares beneficially owned. The percentage of outstanding
shares beneficially owned by each person is calculated based on the 75,333,319 outstanding shares
of the Company’s common stock as of November 1, 2007, plus the shares that such person has the
right to acquire as of November 1, 2007 or within 60 days thereafter upon the exercise of
conversion rights and options, but excludes shares of common stock underlying options held by other
persons. We are presenting ownership information as of November 1, 2007.
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Number of Shares
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Percentage of Shares
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Name of Beneficial Owner
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Beneficially Owned
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(%)
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Jeffrey D. Reid
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21,760,000
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(1)
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28.85
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%
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Laura Wilkes
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0
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0
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Norm Nowlan
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0
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0
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Scott Dixon
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8,000
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0.01
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%
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Michael McBride
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67,500
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(2)
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0.09
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%
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Daniel K. Foster
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15,0000
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0.02
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%
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All directors and named
executive officers as a
group (6 individuals)
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21,835,500 - jointly
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28.97
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%
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KMA Global Solutions, LLC
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21,760,000
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28.97
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%
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(1)
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Jeffrey D. Reid, as the sole shareholder of KMA LLC, is the beneficial ownership of
21,760,000 Exchangeable Shares, which pursuant to the Exchange Agreement between the Company
and KMA LLC, are exchangeable into 21,760,000 shares of the Company.
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(2)
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Includes 30,000 shares held by Kim McBride, Mr. Michael McBride’s spouse.
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11
SECURITIES AUTHORIZED FOR ISSUANCE
UNDER EQUITY COMPENSATION PLANS
The following table sets forth information as of January 31, 2007 concerning securities that are
authorized under the Company’s equity compensation plans.
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(c)
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Number of securities
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(a)
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(b)
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remaining available for
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Number of securities
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Weighted-average
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future issuance under
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to be issued upon
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exercise price of
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equity compensation
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exercise of
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outstanding
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plans (excluding
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outstanding options,
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options, warrants
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securities reflected in
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Plan Category
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warrants and rights
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and rights
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column (a))
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Equity compensation
plans approved by
security holders
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0
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$
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0
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0
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Equity compensation
plans not approved
by security holders
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0
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$
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0
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0
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Total
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0
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$
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0
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0
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STOCKHOLDER PROPOSALS
Shareholder proposals intended to be included in the proxy statement and presented at the 2008
Annual Meeting must be received by the Company no later than June 1, 2008, and the proposals must
meet certain eligibility requirements of the Securities and Exchange Commission. Proposals may be
mailed to William Randall Fisher, Secretary, KMA Global Solutions International, Inc., 5570A
Kennedy Road, Mississauga, Ontario, Canada L4Z2A9.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who
own more than 10 percent of a registered class of the Company’s equity securities (“Reporting
Persons”) to file reports of ownership and changes in ownership with the Securities and Exchange
Commission. Reporting Persons are required by the Securities and Exchange Commission regulation to
furnish the Company with copies of all Section 16(a) forms they file. Based solely on its review
of such reports and written representations from certain Reporting Persons, the Company has
determined that all Reporting Persons complied with all filing requirements applicable to them in
the fiscal year ended January 31, 2007.
ANNUAL REPORT TO STOCKHOLDERS
A copy of the Company’s Annual Report on Form 10-KSB for the year ended January 31, 2007, without
exhibits, accompanies this Proxy Statement. Financial inquiries should be directed to Jeffrey D.
Reid, Chief Executive Officer, President and Chief Financial Officer, KMA Global Solutions
International, Inc., 5570A Kennedy Road, Mississauga, Ontario, Canada L4Z2A9. Telephone (905)
568-5220.
12
SHAREHOLDERS SHARING THE SAME ADDRESS
To reduce the expenses of delivering duplicate proxy materials, we are taking advantage of the
Securities and Exchange Commission’s “householding” rules that permit us to deliver only one set of
proxy materials to shareholders who share the same address, unless otherwise requested. Any record
shareholder, who shares an address with another record shareholder and who has received only one
set of proxy materials, may receive a separate copy of these materials, without charge, upon
written request addressed to Jeffrey D. Reid, Chief Executive Officer and President, KMA Global
Solutions International, Inc., 5570A Kennedy Road, Mississauga, Ontario, Canada L4Z2A9. Telephone
(905) 568-5220.
OTHER BUSIN
E
SS
The Board of Directors knows of no other matters to be presented at the Annual Meeting, but
if any other matters should properly come before the Annual Meeting, it is intended that the
persons named in the accompanying proxy card will vote on such matters in accordance with
their best judgment.
13
PROXY
KMA GLOBAL SOLUTIONS INTERNATIONAL, INC.
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD [MEETING DATE]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of KMA Global Solutions International, Inc. (the “Company”) does
hereby acknowledge receipt of Notice of Annual Meeting and the accompanying Proxy Statement,
and does hereby constitute and appoint Jeffrey D. Reid and William Fisher, or either of
them, with full power of substitution, to vote all shares of stock of the Company that the
undersigned is entitled to vote, as fully as the undersigned could do if personally present,
at the Annual Meeting of Stockholders of the Company to be held at 100 Britannia Road East,
Mississauga, Ontario, Canada on December 5, 2007, starting at 10:00 a.m. EST and at any
adjournment thereof, as indicated on the reverse side.
(Please date and sign on reverse side)
• FOLD AND DETACH HERE •
This Proxy when properly executed will be voted in the manner directed by the undersigned
stockholder. If no direction is made, this Proxy will be voted for all of the nominees listed in
Proposal 1 and in favor of the ratification set forth in Proposal 2.
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1. The election of Directors:
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2. Proposal to ratify the
appointment of McGovern, Hurley,
Cunningham, LLP as the Company’s
independent auditors for the
fiscal year ending January 31,
2008.
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3. As such proxies may in their
discretion determine upon such
other matters as may properly
come before the meeting or any
adjournment thereof.
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INSTRUCTIONS:
To withhold
authority to vote for any nominee, strike the nominee’s
name.
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INSTRUCTIONS:
Please mark
appropriate box
x
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Nominees:
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FOR:
o
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Jeffrey D. Reid
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Michael McBride
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Daniel K. Foster
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AGAINST:
o
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THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN BY YOU ON THIS CARD. IN THE ABSENCE OF
SUCH INSTRUCTIONS, THIS PROXY WILL BE VOTED FOR ALL OF THE NOMINEES LISTED IN PROPOSAL 1 AND IN FAVOR OF THE
RATIFICATION SET FORTH IN PROPOSAL 2. IF OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED ON
THOSE MATTERS IN ACCORDANCE WITH THE BEST JUDGMENT OF THE NAMED PROXIES.
You are urged to mark, sign, date and return your proxy without delay in the return envelope provided for that
purpose, which requires no postage if mailed in the United States.
When signing the proxy, please take care to have the signature conform to the stockholder’s name as it
appears on this side of the proxy. If shares are registered in the names of two or more persons, each person
should sign. Executors, administrators, trustees and guardians should so indicate when signing. Corporations and
partnerships should sign in their full corporate or partnership names by a duly authorized person.
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Dated: ____________, 2007
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Signature
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Signature if held jointly
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• FOLD AND DETACH HERE •