transition benefits, and in exchange therefore, Mr. Martin provided the Company with a customary general release. A copy of this agreement is attached as Exhibit 10.1 to the Form 8-K/A filed by the Company on November 6, 2014. The Board of Directors determined to not fill the vacant director position created by Mr. Martin’s resignation and instead adopted a resolution reducing the size of the Board of Directors from seven members to six.

Employment Agreements

Patrick M. DeLong. On June 27, 2007, we entered into an agreement with Mr. DeLong. The agreement continues until terminated by us or Mr. DeLong, or due to his death or disability which renders him unable to perform his duties under the agreement for 90 consecutive days in any 12-month period. Mr. DeLong’s annual base salary under the agreement was $225,000 per year. On March 1, 2012, Mr. DeLong’s annual base salary was increased to $275,000 per year, on March 1, 2014 Mr. DeLong’s annual base salary was increased to $283,250 and on January 1, 2015, Mr. DeLong’s annual base salary was increased again to $340,000. Mr. DeLong is entitled to an annual bonus opportunity based on performance goals established by us and Mr. DeLong at the beginning of each calendar year. Mr. DeLong’s target bonus was 40% of his annual base salary for the first full calendar year, 45% for the second full calendar year and 50% for the third full calendar year and subsequent calendar years. We will notify Mr. DeLong if the bonus target becomes different than 50% of his base salary. Notwithstanding the provisions of the agreement, the Board of Directors may make a determination as to bonus payable to Mr. DeLong in its discretion. For example, in June 2013, the Board of Directors approved a cash bonus for Mr. DeLong of $200,000 in respect of Mr. DeLong’s work in connection with the Company’s spin-off from Leucadia. Pursuant to the agreement, Mr. DeLong is also eligible to participate in and receive any stock option grants and to participate in any standard company benefits. Mr. DeLong is also eligible to share a percentage of our pre-tax income, subject to terms determined by us pursuant to any long-term incentive or deferred compensation program. Mr. DeLong is entitled to certain benefits if his employment is terminated or upon other events. See “Potential Payments on Termination or Change of Control” below.

Mike S. Cekay. On March 26, 2012, we entered into an agreement with Mr. Cekay. The agreement continues until terminated by us or Mr. Cekay at any time and for any reason or for no reason with or without notice. Mr. Cekay’s annual base salary under the agreement is $275,000 per year. Mr. Cekay is eligible for an annual bonus in an amount to be determined by us in our discretion up to 30% bonus target of base salary plus an accelerator, based on sales contribution as compared to target, to be determined annually. The amount of any annual bonus will be based upon our performance and Mr. Cekay’s performance, as determined by us, against goals mutually agreed upon between Mr. Cekay and us. Pursuant to the agreement, Mr. Cekay is also eligible to participate in a long term incentive plan, receive a car allowance benefit of $1,400 per month and participate in standard company benefits. Mr. Cekay is not entitled to any benefits if his employment is terminated or upon other events.

Potential Payments on Termination or Change of Control

The information below describes and quantifies certain compensation that would become payable under each named executive officer’s employment agreement if, as of December 31, 2014, his employment had been terminated (including termination in connection with a change in control). Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different. Factors that could affect these amounts include the timing during the year of any such event.

Patrick M. DeLong. In the event Mr. DeLong’s employment is terminated by us without cause, by him with good reason or by a successor (whether direct, indirect, by purchase, merger, consolidation or otherwise) before a change in control, he shall be entitled to continue to receive as severance, payment, in accordance with our current payroll practices, of his base salary in effect at the time of termination for 12 months.

16

Director Compensation

As approved in March 2013, our non-employee directors receive an annual retainer of $25,000 for serving on the Board of Directors and a per meeting fee of $2,500 for each Board or committee meeting attended in person. Mr. Carlson receives an additional $26,000 annually for serving as Chairman of the Audit Committee, and Mr. Neikrug receives an additional $17,000 annually for serving on the Audit Committee. The Company reimburses directors for reasonable travel expenses incurred in attending board and committee meetings. The 2014 director compensation for our non-employee directors is set forth below.

Director Compensation Table

Name		Fees earned or paid in cash							All Other Compensation							Total
Non-Employee Directors(a)
Ian M. Cumming			$		32,500					$		—					$		32,500
Joseph S. Steinberg			$		35,500					$		—					$		35,000
John D. Cumming			$		32,500					$		—					$		32,500
Craig D. Williams(b)			$		35,000					$		—					$		35,000
Non-Employee Directors —Audit Committee Members
Avraham M. Neikrug(c)			$		52,000					$		—					$		52,000
Douglas M. Carlson(d)			$		61,000					$		—					$		61,000

 

	(a)		Non-employee directors receive an annual retainer of $25,000 for serving on the Board and a per meeting fee of $2,500 for each Board or committee meeting attended in person.
	(b)		Commencing January 1, 2015, Mr. Williams became an employee of the Company and ceased being eligible to receive separate compensation as a director.
	(c)		Mr. Neikrug receives an additional $17,000 annually for serving on the Audit Committee.
	(d)		Mr. Carlson receives an additional $26,000 annually for serving as Chairman of the Audit Committee.

Compensation Policies and Risk Management

The Company does not have a formal compensation plan for any of its employees. Annually, the Board of Directors will consider making incentive compensation awards that are purely discretionary, taking into account the employee’s individual performance as well as the Company’s performance for the particular year. Accordingly, the Company believes that its compensation policies do not reward employees for imprudent risk taking.

Equity Compensation Plan Information

In connection with the Distribution, our Board of Directors adopted an equity compensation plan, which allows the Company to grant incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, and other stock-based awards, and performance-based compensation awards to its officers, employees, and non-employee directors. The equity compensation plan will be administered by our Board of Directors, which is authorized to select the officers, employees and non-employee directors to whom awards will be granted, and to determine the type and amount of such awards. The maximum number of shares available for issuance under the plan is 1 million. To the extent permitted by Section 162(m) of the Code, our Board of Directors is authorized to design any award so that the amounts or shares payable or distributed pursuant to such award will be treated as “qualified performance-based compensation” within the meaning of Section 162(m) of the Code and related regulations. The equity compensation plan was filed as an Exhibit to the Company’s Form 8-K, filed on February 11, 2013. This summary of the

17

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plan is qualified in its entirety by reference to the full text of the plan. As of the date of this proxy, no grants have been made under the plan.

AUDIT COMMITTEE REPORT

The following is the report of our Audit Committee with respect to our audited financial statements for the fiscal year ended December 31, 2014.

Review with Management

The Audit Committee reviewed and discussed our audited financial statements with management.

Review and Discussions with Independent Auditors

The Audit Committee discussed the Company’s audited financial statements with management, which has primary responsibility for the financial statements. Moss Adams LLP, our independent auditors, is responsible for expressing an opinion on the conformity of the Company’s audited financial statements with accounting principles generally accepted in the United States of America. The Audit Committee has discussed with Moss Adams LLP the matters that are required to be discussed by the Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1 AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T. The Audit Committee also received the written disclosures and the letter from Moss Adams LLP required by the applicable requirements of the Public Company Accounting Oversight Board regarding Moss Adams LLP’s communications with the Audit Committee concerning independence; and has discussed with Moss Adams LLP their independence. The Audit Committee also concluded that Moss Adams LLP’s provision of audit and non-audit services to the Company and its subsidiaries, as described in this proxy statement, is compatible with Moss Adams LLP’s independence.

Conclusion

Based upon the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that our audited consolidated financial statements be included in our Form 10-K for the year ended December 31, 2014 for filing with the Securities and Exchange Commission and selected Moss Adams LLP as the independent auditor for 2015.

Submitted by the Audit Committee of the
Board of Directors

Douglas M. Carlson, Chairman
Avraham M. Neikrug

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INDEPENDENT ACCOUNTING FIRM FEES

Prior to formation of the Audit Committee, the Board of Directors adopted a policy for pre-approval by the Audit Committee of all audit and non-audit work performed by the Company’s independent registered public accounting firm, Moss Adams LLP, and has pre-approved (i) certain general categories of work where no specific case-by-case approval is necessary (“general pre-approvals”) and (ii) categories of work which require the specific pre-approval of the Audit Committee (“specific pre-approvals”). For additional services or services in an amount above the annual amount that has been pre-approved, additional authorization from the Audit Committee is required. The Audit Committee has delegated to the Chairman of the Audit Committee the ability to pre-approve all of these services in the absence of the full committee. Any pre-approval decisions made by the Chairman of the Audit Committee under this delegated authority will be reported to the full Audit Committee. All requests for services to be provided by Moss Adams LLP that do not require specific approval by the Audit Committee must be submitted to the Chief Financial Officer of the Company, who determines whether such services are in fact within the scope of those services that have received the general pre-approval of the Audit Committee. The Chief Financial Officer reports to the Audit Committee periodically, at a minimum quarterly.

In accordance with the SEC’s definitions and rules, Audit Fees are fees paid to Moss Adams LLP for professional services for the audit of the Company’s consolidated financial statements included in the Company’s Form 10-K, the review of financial statements included in the Company’s Form 10-Qs, services that are normally provided in connection with statutory and regulatory filings or engagements, assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and 401k plan including compliance with regulatory matters, the Sarbanes-Oxley Act, and consulting with respect to technical accounting and disclosure rules.

The following table sets forth the aggregate fees incurred by us for the following periods relating to our independent accounting firm, Moss Adams LLP:

		Fiscal Year Ended December 31,
		2014							2013
Audit Fees			$		240,400					$		251,600
Audit Related Fees					11,600							5,600
Tax Fees					1,300							27,700
			$		253,300					$		284,900

Tax fees relate to services that are normally provided in connection with statutory and regulatory filings.

RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

The ratification of the selection of Moss Adams LLP as independent auditors is being submitted to stockholders because we believe that this action follows sound corporate practice and is in the best interests of the stockholders. If the stockholders do not ratify the selection by the affirmative vote of the holders of a majority of the common shares voted at the meeting, the Audit Committee of the Board of Directors will reconsider the selection of independent auditors, but such a vote will not be binding on the Audit Committee. If the stockholders ratify the selection, the Audit Committee, in its discretion, may still direct the appointment of new independent auditors at any time during the year if they believe that this change would be in our and our stockholders’ best interests.

The Board of Directors recommends that the stockholders ratify the selection of Moss Adams LLP, an independent registered public accounting firm, as the independent auditors to audit our accounts for 2015. The Audit Committee approved the selection of Moss Adams LLP as our independent auditors for 2015. Moss Adams LLP are currently our independent auditors.

The Board of Directors recommends a vote FOR this proposal.

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ANNUAL REPORT AND COMPANY INFORMATION

A copy of our 2014 10-K is being furnished to stockholders concurrently herewith. Exhibits to the Annual Report will be furnished to stockholders upon payment of photocopying charges. Stockholders may request a written copy of our Audit Committee Charter and our Code of Business Practice, which includes our Code of Practice, by writing to Corporate Secretary, Crimson Wine Group, 2700 Napa Valley Corporate Drive, Suite B, Napa, CA 94558. Each of these documents is also available on our website, www.crimsonwinegroup.com.

PROPOSALS BY STOCKHOLDERS

Proposals that stockholders wish to include in our proxy statement and form of proxy for presentation at our 2016 annual meeting of stockholders must be received by us at Crimson Wine Group, 2700 Napa Valley Corporate Drive, Suite B, Napa, California 94558, Attention of Tina Hilger, Secretary, no later than February 19, 2016. Any stockholder proposal must be in accordance with the rules and regulations of the SEC.

Proposals to be presented at the 2016 annual meeting that are not intended for inclusion in the proxy statement, including director nominations, must be submitted in accordance with our bylaws. To be timely, a stockholder’s notice of such a proposal must be delivered to the Secretary at the principal executive offices of the Company not earlier than the close of business on the 150th day nor later than the close of business on the 120th day prior to the first anniversary date of this year’s annual meeting, which is to be held on July 31, 2015; provided, however, that in the event that the date of the 2016 annual meeting is more than 30 days before or more than 70 days after such anniversary date, notice by the stockholder must be delivered not earlier than the close of business on the 150th day prior to such annual meeting and not later than the close of business on the later of the 120th day prior to such annual meeting or, if the first public announcement of the date of such annual meeting is less than 130 days prior to the date of such annual meeting, not later than the 10th day following the date on which public announcement of the date of such meeting is first made by the Company.

Any proxies solicited by the Board of Directors for the 2016 annual meeting may confer discretionary authority to vote on any proposals notice of which is not timely received.

By Order of the Board of Directors

TINA HILGER
Secretary

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Annual Meeting Location

Seghesio Family Vineyards
700 Grove Street
Healdsburg, CA

Directions

You may obtain directions to the Annual Meeting by visiting the Seghesio Family Vineyards website http://www.seghesio.com/contact-us or by contacting Seghesio Family Vineyards at (707) 433-3579.

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ANNUAL MEETING OF SHAREHOLDERS OF

 

CRIMSON WINE GROUP, LTD.

 

July 31, 2015

 

PROXY VOTING INSTRUCTIONS

 

INTERNET - Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page.

 

Vote online until 11:59 PM EDT the day before the meeting.

 

MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible.

 

IN PERSON - You may vote your shares in person by attending the Annual Meeting.

 

GO GREEN - e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy online access.

 

 

 

 

COMPANY NUMBER
ACCOUNT NUMBER

 

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, proxy statement and proxy card are available at http://crimsonwinegroup.investorroom.com/sec-filings

”    Please detach along perforated line and mail in the envelope provided IF you are not voting via the Internet.    ”

 

20630000000000000000    6

073115

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE NOMINEES LISTED BELOW AND “FOR” ITEM 2. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x

FOR

AGAINST

ABSTAIN

1.

To elect six (6) Directors.

2.

Ratification of the selection of Moss Adams LLP as independent auditors of the Company for the year ending December 31, 2015.

o

o

o

NOMINEES:

o   o   o

FOR ALL NOMINEES   WITHHOLD AUTHORITY FOR ALL NOMINEES   FOR ALL EXCEPT (See instructions below)

O John D. Cumming O Ian M. Cumming O Joseph S. Steinberg O Avraham M. Neikrug O Douglas M. Carlson O Craig D. Williams

The undersigned hereby acknowledges receipt of the Notice of 2015 Annual Meeting of Shareholders, the Proxy Statement and the 2014 Annual Report to Shareholders furnished herewith.   Note: Such other business as may properly come before the meeting or any adjournment thereof.

INSTRUCTIONS: 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:

To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.

o

 

Signature of Shareholder

Date:

Signature of Shareholder

Date:

 

Note:

Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

Important Notice of Availability of Proxy Materials for the Shareholder Meeting of

 

CRIMSON WINE GROUP, LTD.

 

To Be Held On:

 

July 31, 2015 at 10:00 a.m.

 

at Seghesio Family Vineyards, 700 Grove Street, Healdsburg, California

 

COMPANY NUMBER
ACCOUNT NUMBER
CONTROL NUMBER

 

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

If you want to receive a paper or e-mail copy of the proxy materials you must request one. There is no charge to you for requesting a copy. To facilitate timely delivery please make the request as instructed below before 7/17/15.

 

Please visit http://crimsonwinegroup.investorroom.com/sec-filings, where the following materials are available for view:

 

		•	Notice of Annual Meeting of Stockholders
		•	Proxy Statement
		•	Form of Electronic Proxy Card
		•	Annual Report on Form 10-K
TO REQUEST MATERIAL:		TELEPHONE: 888-Proxy-NA (888-776-9962) 718-921-8562 (for international callers) E-MAIL: info@amstock.com WEBSITE: http://www.amstock.com/proxyservices/requestmaterials.asp
TO VOTE:		ONLINE: To access your online proxy card, please visit www.voteproxy.com and follow the on-screen instructions or scan the QR code with your smartphone. You may enter your voting instructions at www.voteproxy.com up until 11:59 PM Eastern Time the day before the cut-off or meeting date.
		IN PERSON: You may vote your shares in person by attending the Annual Meeting.
		TELEPHONE: To vote by telephone, please visit www.voteproxy.com to view the materials and to obtain the toll free number to call.
		MAIL: You may request a card by following the instructions above.

1.	To elect six (6) Directors.			2.	Ratification of the selection of Moss Adams LLP as independent auditors of the Company for the year ending December 31, 2015.
	NOMINEES:
		John D. Cumming Ian M. Cumming Joseph S. Steinberg Avraham M. Neikrug Douglas M. Carlson Craig D. Williams		Note: Such other business as may properly come before the meeting or any adjournment thereof.
Please note that you cannot use this notice to vote by mail.

 

0

 

 

 

 

 

CRIMSON WINE GROUP

 

Proxy for Annual Meeting of Stockholders on July 31, 2015

 

Solicited on Behalf of the Board of Directors

 

The undersigned hereby appoints Ian M. Cumming and Joseph S. Steinberg, and each of them, with full power of substitution and power to act alone, as proxies to vote all the shares of Common Stock which the undersigned would be entitled to vote if personally present and acting at the Annual Meeting of Shareholders of Crimson Wine Group, to be held on July 31, 2015 at Seghesio Family Vineyards, 700 Grove Street, Healdsburg, California, and at any adjournments or postponements thereof, as follows:

 

(Continued and to be signed on the reverse side.)

 

1.1

14475

ANNUAL MEETING OF STOCKHOLDERS OF

 

CRIMSON WINE GROUP, LTD.

 

July 31, 2015

 

GO GREEN

e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy online access.

 

Important Notice Regarding Internet Availability
of Proxy Materials for the Annual Meeting:

The 2015 Proxy Statement and the 2014 Annual Report
are available at http://crimsonwinegroup.investorroom.com/sec-filings.

 

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.  ”

 

20630000000000000000    6

073115

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE NOMINEES LISTED BELOW AND “FOR” ITEM 2. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x

FOR

AGAINST

ABSTAIN

1.

To elect six (6) Directors.

2.

Ratification of the selection of Moss Adams LLP as independent auditors of the Company for the year ending December 31, 2015.

o

o

o

NOMINEES:

o   o   o

FOR ALL NOMINEES   WITHHOLD AUTHORITY FOR ALL NOMINEES   FOR ALL EXCEPT (See instructions below)

O John D. Cumming O Ian M. Cumming O Joseph S. Steinberg O Avraham M. Neikrug O Douglas M. Carlson O Craig D. Williams

The undersigned hereby acknowledges receipt of the Notice of 2015 Annual Meeting of Shareholders, the Proxy Statement and the 2014 Annual Report to Shareholders furnished herewith.   Note: Such other business as may properly come before the meeting or any adjournment thereof.

INSTRUCTIONS: 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:

To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.

o

 

Signature of 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.