gyrodyne_def14a-111209.htm
 
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. _ )

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Gyrodyne Company of America, Inc.
(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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GYRODYNE COMPANY OF AMERICA, INC.
1 FLOWERFIELD, SUITE 24
SAINT JAMES, NEW YORK 11780

NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
TO BE HELD ON
December 11, 2009

TO THE SHAREHOLDERS OF GYRODYNE COMPANY OF AMERICA, INC.:

NOTICE IS HEREBY GIVEN, pursuant to the by-laws, that the Annual Meeting of Shareholders (the “Annual Meeting”) of Gyrodyne Company of America, Inc. (the “Company”) will be held at Flowerfield Celebrations, Mills Pond Road, Saint James, New York 11780, on December 11, 2009 at 11:00 a.m., Eastern Time.

The purpose of the Annual Meeting is to consider and vote upon the following matters:

     1.
To elect three (3) directors to a three-year term of office, or until their successors shall be duly elected and qualified;

     2.
To ratify the engagement of Holtz Rubenstein Reminick LLP as independent accountants of the Company and its subsidiaries for the fiscal year ending December 31, 2009; and

     3.
To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.  By order of the Board of Directors, only shareholders of record at the close of business on October 30, 2009 are entitled to notice of and to vote at the Annual Meeting, or any adjournment thereof.  Enclosed in this mailing are the Notice of the 2009 Annual Meeting of Shareholders, Proxy Statement, Proxy Card, Annual Report and Attendance Registration Form.

To obtain an admittance card for the Annual Meeting, please complete the enclosed Attendance Registration Form and return it with your Proxy Card.  If your shares are held by a bank or broker, you may obtain an admittance card by returning the Attendance Registration Form your bank or broker forwarded to you.  If you do not receive an Attendance Registration Form, you may obtain an admittance card by sending a written request, accompanied by proof of share ownership, to the undersigned.  For your convenience, we recommend that you bring your admittance card to the Annual Meeting so you can avoid registration and proceed directly to the Annual Meeting.  However, if you do not have an admittance card by the time of the Annual Meeting, please bring proof of share ownership to the registration area where our staff will assist you.


By Order of the Board of Directors,


Peter Pitsiokos
Corporate Secretary

November 13, 2009

YOUR VOTE IS IMPORTANT

ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. HOWEVER, WE ENCOURAGE YOU TO SIGN, DATE AND PROMPTLY RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE, REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE MEETING. GIVING YOUR PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING, BUT WILL HELP ASSURE A QUORUM AND AVOID FURTHER PROXY SOLICITATION COSTS.  ATTENDANCE AT THE ANNUAL MEETING IS LIMITED TO SHAREHOLDERS, THEIR PROXIES AND INVITED GUESTS OF THE COMPANY. FOR IDENTIFICATION PURPOSES, “STREET NAME” SHAREHOLDERS WILL NEED TO BRING A COPY OF A BROKERAGE STATEMENT REFLECTING STOCK OWNERSHIP AS OF THE RECORD DATE.

GYRODYNE COMPANY OF AMERICA, INC.
1 FLOWERFIELD, SUITE 24
SAINT JAMES, NEW YORK 11780

PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
December 11, 2009


GENERAL

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Gyrodyne Company of America, Inc. (“Gyrodyne” or the “Company”) for use at the Annual Meeting of Shareholders (the “Annual Meeting”) to be held Friday, December 11, 2009 at 11:00 a.m., Eastern Time, at Flowerfield Celebrations, Mills Pond Road, Saint James, New York 11780 and at any and all adjournments thereof.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on December 11, 2009.  This proxy statement, the proxy card and annual report are available at http://www.gyrodyne.com/proxy.php.

VOTING SECURITIES AND PROXIES

The Board has fixed the close of business on October 30, 2009 as the record date (the “Record Date”) for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting.  The securities which may be voted at the Annual Meeting consist of shares of common stock, par value $1.00 per share, of the Company (the “Common Stock”).  Holders of Common Stock are entitled to one vote per share. Shareholders do not have cumulative voting rights.  It is necessary for a quorum that record holders of a majority of the shares outstanding and entitled to vote as of the Record Date be represented by proxy or in person at the Annual Meeting.  The number of shares of Common Stock, the Company’s only authorized class of stock, outstanding on the Record Date was 1,289,878.  This Proxy Statement and the enclosed proxy card were mailed starting on or about November 13, 2009.

At the Annual Meeting, shareholders will consider and vote upon the following matters:  (i) the election of three (3) directors to a three-year term of office, (ii) the ratification of the engagement of independent accountants for the Company for the fiscal year ending December 31, 2009, and (iii) such other matters as may properly come before the meeting.

Proxies solicited by the Board will be voted in accordance with the instructions given therein. Where no instructions are indicated, proxies will be voted “FOR” the election of the nominees for director and “FOR” the ratification of the engagement of independent accountants.  Directors shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election.  The proposal to ratify the appointment of independent accountants will be decided by a majority of the votes cast in favor of or against the proposal by the holders of shares entitled to vote.  A shareholder who abstains from voting on the proposal to ratify the appointment of independent accountants will be included in the number of shareholders present at the Annual Meeting for the purpose of determining the presence of a quorum. Abstentions will not be counted, however, either in favor of or against the election of the nominees or the proposal to ratify the appointment of independent accountants.  Brokers holding stock for the accounts of their clients who have not been given specific voting instructions as to a matter by their clients may vote their clients’ proxies in their own discretion, to the extent permitted under the rules of the Financial Industry Regulatory Authority.  Broker non-votes will be included in determining the presence of a quorum, but will not be counted in determining whether a matter has been approved.  If you do not return your duly signed proxy card, your shares cannot be voted unless you attend the Annual Meeting and vote in person or present a duly signed proxy at the Annual Meeting.  Proxies solicited hereby will be tabulated by inspectors of election designated by the Board of Directors, who will not be directors or officers of the Company.  After the final adjournment of the Annual Meeting, the proxies will be returned to the Company for safekeeping.
 
The Company’s Board of Directors urges you to vote as follows on the proxy card enclosed with this Proxy Statement:
 
“FOR” the Board’s nominees for director; and
 
“FOR” the ratification of Holtz Rubenstein Reminick LLP as the Company’s independent accountants for 2009.
 
At the time this Proxy Statement was mailed to shareholders, management was not aware of any matter other than the matters described above that would be presented for action at the Annual Meeting.  The shares shall be voted in the discretion of the proxies on such other matters as may properly come before the meeting or any adjournment thereof.
 
In addition to sending you these materials, some of the Company’s directors and officers as well as management and non-management employees may contact you by telephone, mail, e-mail, or in person. You may also be solicited by means of press releases issued by the Company and postings on the Company’s website, www.gyrodyne.com. None of the Company’s officers or employees will receive any extra compensation for soliciting you. The Company has retained MacKenzie Partners, Inc. to assist the Company in soliciting your proxy for an estimated fee of $7,500 plus reasonable out-of-pocket expenses. MacKenzie Partners expects that approximately 20 of its employees will assist in the solicitation. MacKenzie Partners will ask brokerage houses and other custodians and nominees whether other persons are beneficial owners of Gyrodyne common stock. If so, the Company will reimburse banks, nominees, fiduciaries, brokers and other custodians for their costs of sending the proxy materials to the beneficial owners of Gyrodyne common stock.

Any shareholder executing the enclosed proxy card has the right to revoke it at any time prior to its exercise by delivering to the Company a written revocation or a duly executed proxy card bearing a later date, or by attending the Annual Meeting and voting in person.  However, if you are a shareholder whose shares are not registered in your own name, you will need appropriate documentation from your record holder to attend the Annual Meeting and to vote personally at the Annual Meeting.

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CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS
IN THIS PROXY STATEMENT

This Proxy Statement and the documents incorporated by reference into this Proxy Statement contain forward-looking statements about Gyrodyne within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Statements containing the words “believes,” “anticipates,” “estimates,” “expects,” “intends,” “plans,” “seeks,” “will,” “may,” “should,” “would,” “projects,” “predicts,” “continues” and similar expressions or the negative of these terms constitute forward-looking statements that involve risks and uncertainties.  We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and they are included in this Proxy Statement for the purpose of invoking these safe harbor provisions.  Such statements are based on current expectations and are subject to risks, uncertainties and changes in condition, significance, value and effect.  Such risks, uncertainties and changes in condition, significance, value and effect could cause Gyrodyne’s actual results to differ materially from anticipated events, such as the effect of economic and business conditions, risks inherent in the real estate markets of Suffolk and Westchester Counties in New York, Palm Beach County in Florida and Fairfax County in Virginia, the ability to obtain additional capital to develop the Company’s existing real estate and other risks detailed from time to time in the Company’s SEC reports.  Except as may be required under federal law, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur.
 
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DISCUSSION OF PROPOSALS TO BE CONSIDERED AT THE ANNUAL MEETING

ELECTION OF DIRECTORS
(Proposal 1)

The By-Laws of the Company provide that there shall be not less than three (3), nor more than nineteen (19), directors. The Board is divided into three (3) classes of directors serving staggered terms of office with each class to consist, as nearly as possible, of one-third of the total number of directors constituting the entire Board of Directors.  Upon the expiration of the term of office for a class of directors, the nominees for that class are elected for a three-year term to serve until the election and qualification of their successors.  At the Annual Meeting, three (3) directors of the Company are to be elected to three-year terms, each to serve until his or her successor is elected and has been qualified.  The Board of Directors of the Company has nominated Paul L. Lamb, Nader G.M. Salour and Richard B. Smith to three-year terms, upon the recommendation of our Nominating Committee.  All three nominees are members of the present Board of Directors of the Company, with terms expiring at the Annual Meeting.  Each properly executed proxy card received will be voted in accordance with the instruction given thereon.  Where no instructions are indicated, proxies will be voted “FOR” the election of the foregoing three (3) nominees as directors to serve three-year terms or until their respective successors shall be elected and shall qualify.  The nominees have consented to be named as nominees in the Proxy Statement and to serve as directors if elected.

Should any nominee become unable or unwilling to accept a nomination for election, the persons named in the enclosed proxy will vote for the election of a nominee designated by the Board.

Information concerning the nominees and continuing directors of the Company, showing the year when first elected as a director of the Company, the age, principal occupation and principal affiliations for at least the last five years, is as follows.

Nominees for Election at the Annual Meeting

Name
Business Experience and Current Directorships
Age
Director
Since
Term
Expiring
Paul L. Lamb
 
Chairman of the Board of Directors of the Company from March 1999 to present; Partner, Lamb & Barnosky, LLP, a law firm, 1984 to present.
 
64
1997
2009
Richard B. Smith
 
Vice President, Commercial Banking Division, First National Bank of Long Island, a commercial bank, February 2006 to present; Senior Vice President for Private Banking, Suffolk County National Bank, a commercial bank, May 2000 to February 2005; District Manager for Private Banking, Key Bank, a commercial bank, January 1989 to May 2000; Mayor of the Incorporated Village of Nissequogue, New York, 2001 to present; Trustee of Smithtown Historical Society, 1987 to present; Trustee of St. Catherine of Siena Medical Center, 2003 to 2007.
 
55
2002
2009
Nader G.M. Salour
Principal, Cypress Realty of Florida, a real estate firm, September 2000 to present; President, Abacoa Development Company, a real estate firm, June 1996 to June 2006; Director, Abacoa Partnership for Community, December 1997 to present; Director, Economic Council of Palm Beach County, Inc., 2004 to present.
51
2006
2009

4
 
Incumbent Directors – Terms Expiring 2010

Name
Business Experience and Current Directorships
Age
Director
Since
Term
Expiring
Ronald J. Macklin
 
Deputy General Counsel, National Grid (formerly Keyspan Corporation), transmitter of electricity and natural gas, June 2008 to present; various positions within the Office of General Counsel of National Grid, 1991 to June 2008.
 
47
2003
2010
Stephen V. Maroney
 
President, CEO and Treasurer of the Company, March 1999 to present; Director of real estate development for the Company, June 1996 to March 1999; former President of Extebank, a Long Island based commercial bank.
 
67
1996
2010
Philip F. Palmedo
 
Managing Director and Chairman of Kepler Asset Management, 2004 to present; Founder and Chairman of the Board, International Resources Group, an international professional services firm, 1978-2008; Director, Lixte Biotechnology Holdings, Inc., 2005 to present; Director, EHR Investments, 2001 to present; President, Palmedo Associates, a management consultancy firm, 1980 to present; Director, Stony Brook Foundation, 1990 to 2005.
75
1996
2010
 

5
Incumbent Directors – Terms Expiring 2011
 
Name
Business Experience and Current Directorships
Age
Director
Since
Term
Expiring
Elliot H. Levine
Senior member, Levine & Seltzer LLP, certified public accountants, January 1992 to present.
56
2004
2011
         
Naveen Bhatia
Principal, Keffi Group Ltd., a private investment firm, April 2009 to present; Co-Founder and Partner, Eagle Lake Capital, LLC, an investment management firm, August 2003 to April 2009;  Investment Banking Analyst, Rothschild, Inc., an investment bank, July 2001 to August 2003; Director, CCLM Holdings, Inc., March 2009 to present.
30
2008
2011
 

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ELECTION OF THE NOMINEES FOR DIRECTOR.  THIS IS IDENTIFIED AS ITEM 1 ON THE ENCLOSED PROXY CARD.

-----------------------------------------------------------------------------

6
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Principal Shareholders

The following table contains common stock ownership information for persons, other than the Company’s directors and executive officers, known by the Company to own beneficially more than 5% of the Company’s common stock, par value $1.00 per share (the “Common Stock”), as of November 3, 2009.  In general, beneficial ownership includes those shares that a person has the power to vote, sell or otherwise dispose of.  Beneficial ownership disclosure rules require registrants to include in common stock ownership information that number of shares which an individual has the right to acquire (such as stock options) within 60 days of the date this table was prepared; none of the persons included in the following table have any such rights.  Two or more persons may be considered the beneficial owner of the same shares.  We obtained the information provided in the following table from filings with the SEC and from information otherwise provided to the Company.  Except as otherwise indicated, each person and each group shown in the table has sole voting and investment power with respect to the shares of Common Stock listed next to their name.  In this Proxy Statement, “voting power” is the power to vote or direct the voting of shares, and “investment power” is the power to dispose or direct the disposition of shares.

 
Name and Address of Beneficial Owner
 
Amount and Nature of Beneficial Ownership
Percent of
Common Stock
Bulldog Investors
Phillip Goldstein
Andrew Dakos
60 Heritage Drive
Pleasantville, NY 10570
 
225,246  (1)
 
17.46%
River Road Asset Management, LLC
462 South Fourth Street, Suite 1600
Louisville, KY 40202
 
100,596  (2)
 
7.80%
 
Gerard Scollan
80 Brown’s River Road
Sayville, NY 11782
 
 99,249  (3)
 
7.69%
 
AmTrust Capital Management, Inc.
Jan Loeb
10451 Mill Run Circle
Owings Mills, MD 21117
 75,959  (4)
5.89%

(1)
On November 7, 2008, Bulldog Investors, Phillip Goldstein and Andrew Dakos filed a joint Schedule 13D/A with the Securities and Exchange Commission stating that Bulldog Investors, a group of investment funds, Phillip Goldstein and Andrew Dakos beneficially own an aggregate of 225,246 shares of Common Stock.  Power to dispose and vote securities resides either with Mr. Goldstein, Mr. Dakos or with clients.

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(2)
On October 21, 2009, River Road Asset Management, LLC filed a Form 13F with the Securities and Exchange Commission stating that it has the sole power to dispose or to direct the disposition of all 100,596 shares of Common Stock, the sole power to vote or direct the vote of 70,486 shares and shared voting power with respect to 30,110 shares.

(3)
Includes 96,994 shares of Common Stock held by Lovin Oven Catering of Suffolk, Inc., of which Mr. Scollan is the majority shareholder.  Mr. Scollan has sole voting and dispositive power with respect to 2,255 shares, and shared voting and dispositive power with respect to 96,994 shares.

(4)
On July 17, 2007, AmTrust Capital Management, Inc. and Jan Loeb filed a Schedule 13G with the Securities and Exchange Commission stating that each reporting person beneficially owns 75,959 shares of Common Stock with the sole power to vote or direct the vote and to dispose or direct the disposition of all shares.


Security Ownership of Directors, Nominees and Executive Officers

The following table sets forth as of November 3, 2009 the outstanding voting securities beneficially owned by the directors, director nominees and named executive officers individually and the number of shares owned by directors and executive officers as a group. Except as otherwise indicated, each person and each group shown in the table has sole voting and investment power with respect to the shares of Common Stock listed next to their name.

Name, Positions with the Company
Amount and Nature of
Beneficial Ownership (1)
Percent of
Common Stock
Stephen V. Maroney, President, CEO, Treasurer and Director
81,087
  (2)
6.29%
Paul L. Lamb, Chairman of the Board of Directors
24,364
   (3)
1.89%
Philip F. Palmedo, Director
12,749
   (4)
*
Naveen Bhatia, Director
12,179
    
*
Peter Pitsiokos, Chief Operating Officer, Chief Compliance Officer and Secretary
2,291
  (5)
*
Richard B. Smith, Director
1,000
    
*
Nader G.M. Salour, Director
943
   (6)
*
Ronald J. Macklin, Director
300
    
*
Elliot H. Levine, Director
100
    
*
Gary J. Fitlin, Chief Financial Officer
0
    
*
All Directors and Executive Officers as a Group (Ten (10) Persons)
135,013
    
10.47% (7)

8
* Less than one percent of the total shares of outstanding stock.

(1)
For a definition of “beneficial ownership” see “Principal Shareholders.”

(2)
On March 29, 2007, Stephen V. Maroney filed a Schedule 13D with the Securities and Exchange Commission stating that he and his spouse jointly and beneficially own and have shared power to vote and to dispose of 81,087 shares of Common Stock.  Mr. Maroney has pledged 20,000 shares of Common Stock as security.

(3)
Includes 14,747 shares held by Lamb & Barnosky, LLP Profit Sharing Trust and 8,500 shares held by the Paul L. Lamb, P.C. Defined Benefit Plan.  Mr. Lamb is a Trustee of the Profit Sharing Trust and the Defined Benefit Plan.

(4)
Does not include his wife’s ownership of 4,125 shares in which he denies any beneficial interest.

(5)
Does not include his wife’s and minor children’s ownership of 359 shares in which he denies any beneficial interest.  Mr. Pitsiokos has pledged 2,291 shares of Common Stock as security.

(6)
These shares are owned jointly and beneficially with Mr. Salour’s wife.

(7)
The percent of class is calculated on the basis of the number of shares outstanding, which is 1,289,878 as of November 3, 2009.


INFORMATION ABOUT THE BOARD OF DIRECTORS AND MANAGEMENT

Board Meeting Attendance

There were ten (10) regular and special meetings of the Board of Directors during the fiscal year ended December 31, 2008.  Each director attended at least 75% of the aggregate of the total number of meetings of the Board of Directors and meetings held by all committees of the Board on which such director served during the fiscal year ended December 31, 2008.

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Independence

The majority of the members of and nominees for election to the Board of Directors are independent directors as defined by the listing requirements of the NASDAQ Stock Market.  Such independent directors are Messrs. Lamb, Levine, Macklin, Palmedo, Salour, Smith and Bhatia.

Committees

The Board of Directors of the Company has established the following committees:

The Company has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act, and its current members are Messrs. Smith (Chairman), Levine and Macklin.  The Audit Committee meets with the Company’s independent auditors and management quarterly to review financial results, audited financial statements, internal financial controls and procedures and audit plans and recommendations.  The Audit Committee also recommends the selection, retention or termination of the Company’s independent auditors, approves services to be provided by the independent public accountants and evaluates the possible effect the performance of such services will have on the accountants’ independence.  The Company has adopted a written charter for the Audit Committee, which is available on the Company’s website, www.gyrodyne.com.  All of the members of the Audit Committee are independent directors as defined by the listing requirements of the NASDAQ Stock Market.  The Audit Committee met five (5) times during the fiscal year ended December 31, 2008.  All members of the Audit Committee are “financially literate” within the meaning of SEC regulations and NASDAQ rules.  The Board has determined that at least one member, Mr. Levine, a certified public accountant, qualifies as an “audit committee financial expert” as a result of relevant experience as a partner in the accounting firm of Levine & Seltzer, LLP, over ten years of accounting experience as a partner and director of taxes at Leslie Sufrin & Co. P.C. and several other years of experience in the field of public accounting.

The Compensation Committee of the Company’s Board of Directors consists of Messrs. Macklin (Chairman), Bhatia and Palmedo, all of whom the Board has determined are independent pursuant to the listing requirements of the NASDAQ Stock Market.  The Compensation Committee oversees and administers the Company’s executive compensation programs and is therefore responsible for establishing guidelines and making recommendations for all compensation paid to executive officers and directors.  The Compensation Committee does not have a charter.  The Compensation Committee also negotiates the terms of all employment contracts with executive officers which include compensation arrangements designed to reward management for achieving certain performance goals and which are revisited on an as needed basis.  The Compensation Committee met five (5) times during the fiscal year ended December 31, 2008.  The Company’s compensation program for executives is intended to motivate and retain key executives to manage the business affairs of the Company in the best interests of the Company and its shareholders.  Beginning in 2006, the overriding objective of the Company's executive compensation program has been to incentivize management to carry out the Company's strategic plan for the future direction of the Company.  The goal of the strategic plan, which was first announced at the Company’s annual shareholders meeting in December 2005, is to position the Company so that it is best able to achieve one or more shareholder liquidity events in a reasonable period of time that would put the maximum amount of cash or marketable securities in the hands of the Company’s shareholders in a tax efficient manner.  The plan calls for achieving this objective by pursuing a conversion to a real estate investment trust (completed), reinvestment in a tax efficient manner of the $26 million received from New York State as an advance payment for the 245.5 acres of Flowerfield taken by eminent domain (completed), maximization of the value for the remaining 68 acres at Flowerfield, and vigorous pursuit of maximum value from the State of New York for the 245.5 acres of Flowerfield taken by eminent domain.  The Company believes that its executive compensation arrangements align executives' incentives with the creation of shareholder value.

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The Nominating Committee consists entirely of non-employee directors and recommends guidelines to the Board regarding the size and composition of the Board and criteria for the selection of nominees. It also recommends the slate of director nominees to be included in the Proxy Statement and recommends candidates for vacancies which may occur.  The Nominating Committee has a written charter, which is available on the Company’s website, www.gyrodyne.com.  Each member of the Nominating Committee is an independent director as defined by the listing standards of the NASDAQ Stock Market.  The Nominating Committee will accept for consideration shareholders’ nominations for directors if made in writing.  The nominee’s written consent to the nomination and sufficient background information on the candidate must be included to enable the Committee to make proper judgments as to his or her qualifications.  Nominations must be addressed to the Corporate Secretary of the Company at the Company’s headquarters and must be received no later than the deadline for submissions of shareholders’ proposals in order to be considered for the next annual election of directors.  The Nominating Committee believes that having directors with relevant experience in business and industry is beneficial and the Committee seeks to monitor the skills and experience of the Company’s directors.  All identified candidates, including shareholder-proposed candidates, are evaluated by the Committee using generally the same methods and criteria, although those methods and criteria are not standardized and may vary from time-to-time.  The Company typically engages the services of third parties to perform background examinations of potential nominees, for which the Company pays a fee, in order to assist the Nominating Committee in its evaluation.  The Committee met one (1) time during the fiscal year ended December 31, 2008 and its members currently are Messrs. Palmedo (Chairman), Macklin and Levine.

Naveen Bhatia, who was nominated for election by the Board of Directors and elected by the shareholders at the 2008 Annual Meeting for a three-year term, was recommended by Bulldog Investors, the Company’s largest shareholder.  The Board of Directors agreed to nominate Mr. Bhatia pursuant to an agreement dated October 27, 2008 (the “Standstill Agreement”) among the members of Bulldog Investors, Mr. Bhatia and the Company, pursuant to which Bulldog Investors agreed to comply with certain standstill restrictions with respect to their shares of Gyrodyne common stock.  Additional information relating to the Standstill Agreement is contained in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 28, 2008.

Shareholder Communication with the Board of Directors

The Board does not currently provide a process for shareholders to send communications to the Board or any of the directors.  The Company believes that senior management, as opposed to individual directors, provides the public voice of the Company, and that shareholders can effectively communicate with the Company by contacting the management of the Company through either regular mail, email or in person. Shareholders also have meaningful access to the Board through the shareholder proposal process, which is described below.

11
Attendance Policy for Directors at Annual Shareholder Meetings

The Company encourages, but does not require, all of its directors to attend annual shareholders meetings of the Company.  Last year all of the directors were in attendance at the annual meeting of the Company’s shareholders.

REPORT OF THE AUDIT COMMITTEE

This Report of the Audit Committee of the Board of Directors does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any of the Company’s other filings under the Securities Exchange Act of 1934, except to the extent that we specifically incorporate this Report by reference in such other filings.  Pursuant to rules of the SEC and FINRA, the Audit Committee of Gyrodyne Company of America, Inc. has issued the following report and affirmed that:

(i)
We have reviewed and discussed with management the audited financial statements for fiscal year ended December 31, 2008.

(ii)
We have discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU Section 380), relating to the conduct of the audit, as adopted by the Public Company Accounting Oversight Board (the “PCAOB”) in Rule 3200T.

(iii)
We have received from the Company’s independent accountants the written disclosures and the letter required by applicable requirements of the PCAOB regarding the independent accountant communications with the Audit Committee concerning independence and we have discussed with the independent accountant their independence with respect to the Company.

(iv)
Based on the review and discussions referred to above, we recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 for filing with the SEC.

Members of the Committee

Richard B. Smith (Chairman)
Elliot H. Levine
Ronald J. Macklin

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EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES WHO ARE NOT DIRECTORS

Peter Pitsiokos, age 50, has served as Executive Vice President and Secretary for more than the past five years, as Chief Operating Officer and Chief Compliance Officer since 2004 and as General Counsel from November 1992 until 2004.  Mr. Pitsiokos was formerly the Executive Assistant District Attorney in Suffolk County, New York.  He also served as the Assistant Director of Economic Development and the Director of Water Resources in the Town of Brookhaven.

Gary J. Fitlin, age 44, joined the Company in October 2009 as Chief Financial Officer.  Prior to joining the Company, Mr. Fitlin served as Director of Accounting Implementation for Lexington Realty Trust, a real estate investment trust, from July 2006 to March 2008, where Mr. Fitlin was responsible for mergers and acquisitions.  Prior to that, Mr. Fitlin served as Vice President and Corporate Controller for SourceMedia (f/k/a Thomson Media), a publisher and software solution provider, from June 2005 to July 2006, where he was responsible for global accounting, management reporting, tax compliance and planning, financial systems, risk management and contract administration.  Prior to that, Mr. Fitlin served as Vice President and Corporate Controller for Edison Schools, Inc., a global educational consulting company, from November 2002 to June 2005, and was responsible for global accounting, management reporting, tax compliance and planning, financial systems and SEC reporting.


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EXECUTIVE COMPENSATION

The following table sets forth the total compensation awarded to, earned by or paid to each of the Company’s executive officers for services rendered during the years ended December 31, 2008 and 2007.

SUMMARY COMPENSATION TABLE FOR FISCAL YEARS 2008 AND 2007

Name and principal position
Year
Salary
($)
Bonus
($)
Stock awards
($)
Option awards
($)
Non-equity
incentive plan compensation
($)
Nonqualified deferred compensation earnings
($)
All other
compensation
($)
Total
($)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
Stephen V. Maroney
2008
220,000
10,000 (A)
0
0
0
0
0
  
230,000
President and CEO 
2007
220,000
50,000 (C)
0
0
0
0
74,954
  (B) 
344,954
  
              
 
    
Peter Pitsiokos
2008
169,548
35,000 (A)
0
0
0
0
38,242
  (D) 
242,790
COO and Secretary 
2007
160,790
50,000 (C)
0
0
0
0
0
  
210,790
 
(A) Consists of a performance bonus issued to Mr. Maroney on December 31, 2008 for $10,000 as well as performance bonuses to Mr. Pitsiokos on June 6, 2008 and December 31, 2008 for $20,000 and $15,000, respectively.

(B) In FY 07, Mr. Maroney exercised non-qualified stock options with a value of $74,954.

(C) Consists of $25,000 paid on April 1, 2007 in respect of a performance bonus during 2006, and $25,000 paid on December 26, 2007 in respect of a performance bonus during 2007.

(D) Consists of vacation time paid in cash during the fiscal year.

The Registrant has concluded that aggregate amounts of perquisites and other personal benefits, securities or property to any of the current executives do not exceed $10,000 and that the information set forth in tabular form above is not rendered materially misleading by virtue of the omission of such personal benefits.

Employment Agreements

The Company is a party to separate employment agreements with Mr. Maroney and Mr. Pitsiokos.  Each employment agreement provides for an annual base salary and discretionary annual incentive cash bonuses and/or stock option awards (stock option awards are no longer available).  Each agreement provides for a severance benefit over a prescribed term in the event an executive’s employment is terminated without cause, if his duties are materially changed, if he terminates the agreement for “Good Reason” (as defined below) or if his employment is terminated in connection with a “Change-In-Control” (as defined below).  Each agreement also provides that no severance benefit is due in the event of an executive’s voluntary termination or a termination of employment for “Cause.”  Cause includes fraud, dishonesty, embezzlement, willful failure of the executive to follow directions of the Board, or any willful misconduct, criminal conviction, unexcused absence or similar conduct or activities.  Upon termination of employment by the Company without Cause or by the executive for Good Reason or following a Change-In-Control, under each agreement, each executive also has the right to receive cash and certain other benefits until the third anniversary following termination.  On June 12, 2009, the automatic daily extensions of each employment agreement were terminated by mutual agreement such that the term of each employment agreement shall end on June 12, 2012.

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Each executive may terminate his agreement at any time upon one years’ prior written notice, or upon 30 days’ prior written notice if for “Good Reason,” subject to the Company’s right to remedy the condition entitling the executive to terminate employment for Good Reason.  Good Reason is defined to include a material change in the executive’s duties, relocation of the corporate headquarters outside 25 miles of its current location, or breach by the Company of any material term of the agreement and, in each case, the executive must separate from service within a limited period of time, not to exceed sixty days following the occurrence of the reason for the Good Reason termination.  The executive officer may also terminate employment upon 30 days’ written notice within ninety days following a “Change-In-Control.”  Change-In-Control means the occurrence of any one of the following events:  a change in the composition of the Board of Directors of the Company from its composition on the date the agreement was executed such that more than one-third of the directors have changed; the sale or transfer of shares of the Company such that there is a change in the beneficial ownership by more than 30% of the voting shares of the Company; the sale of a substantial portion of the Company’s assets; the Board of Directors’ approval of a liquidation or dissolution of the Company; or a change in ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company as defined under Section 409A of the Internal Revenue Code.  In the event of a termination without Cause, for Good Reason, or upon a Change-In-Control, the executive shall be entitled to severance benefits as described below under the heading “Severance and Change-in-Control Benefits.”  On December 31, 2008, each of the employment agreements was amended.  The intent of these amendments was solely to revise the terms of each employment agreement to the extent necessary to avoid the potential of adverse tax consequences under Section 409A of the Internal Revenue Code associated with these severance payments and/or to delay certain payments as required under such section.

Outstanding Equity Awards at Fiscal Year End

As of the year ended December 31, 2008, there were no unexercised options, stock that has not vested or equity incentive plan awards held by any of the Company’s named executive officers.

Severance and Change-in-Control Benefits

As indicated above under the heading “Employment Agreements,”  Mr. Maroney and Mr. Pitsiokos are each covered by an employment agreement which specifically provides for a severance payment in the event of a termination by the Company without Cause, or by the executive for Good Reason or following a Change-in-Control.  On June 12, 2009, the automatic daily extensions of each employment agreement were terminated by mutual agreement such that the term of each employment agreement shall end on June 12, 2012.  See, “Executive Compensation - - Employment Agreements,” above.

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Under each agreement, as amended to comply with Section 409A, upon any of the enumerated events cited in the previous paragraph, the executive is entitled to receive an amount equal to three times the executive’s base salary to be paid in a single lump sum cash payment to the extent such amount does not exceed the lesser of the executive’s salary for the two-year period prior to termination or two times the Internal Revenue Code Section 401(a)(17) limitation.  To the extent the amount payable exceeds such limitation, the excess over the limitation is to be paid on the 15th day of the 7th month following the separation of service, with interest equal to prime plus 2%.  In addition to the cash severance payment, each executive will be entitled to receive certain other benefits.

The primary reasons for providing severance and change-in-control benefits for the executive officers are to retain the executives and their talents and to encourage them to remain impartial when evaluating a transaction that may be beneficial to shareholders yet could negatively impact continued employment.   As indicated above, on December 31, 2008, each of the employment agreements was amended to avoid the potential of any adverse tax consequences under Section 409A of the Internal Revenue Code associated with the severance payments and/or to delay certain payments as required under such Code section.

Incentive Compensation Upon a Change-in-Control or Death

The Company believes that providing severance in a change-in-control situation is beneficial to shareholders because it encourages management and the Board to remain impartial when evaluating a transaction that may be beneficial to shareholders yet could negatively impact the continued employment or board position of an executive officer or director, and to promote long term value maximization.  The Company established an incentive compensation plan (the “Incentive Plan”) in 1999 for all full-time employees and members of the Board.  The benefits of the Incentive Plan are realized only upon a change-in-control of the Company or upon the death of a participant when employed by, or serving as a director of, the Company.  Change-in-control is defined as the accumulation by any person, entity or group of 30% or more of the combined voting power of the Company’s voting stock or the occurrence of certain other specified events.  In the event of a change-in-control, the Incentive Plan provides for an aggregate cash payment to all participants as a group equal to the difference between the Incentive Plan’s “establishment date” price of $15.39 per share and the per share price of the Common Stock on the closing date, multiplied by 100,000 shares of Common Stock, such number of shares and “establishment date” price per share subject to adjustments to reflect changes in capitalization.  The aggregate amount would be distributed to eligible participants based upon their respective weighted percentages (ranging from 0.5% to 18.5%).  Messrs. Maroney and Pitsiokos are currently entitled to 18.5% and 13.5%, respectively, of any distribution under the Incentive Plan with the balance being distributable to other eligible employees (11.5%) and members of the Board of Directors (56.5%).  There are currently 110,000 units granted under the Incentive Plan, equal to 110,000 shares of Common Stock.

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In the event of death of a participant, the beneficiary of the participant in the Incentive Plan is entitled to receive a payment as if a change-in-control had occurred on the date of death.  The decedent’s benefit would be paid to the beneficiary, or if there is no beneficiary, to the personal representative of the decedent’s estate.  Upon death, payments can be made even without a change-in-control.  Death benefits, however, are not paid if the participant’s employment or board membership is terminated prior to the date of death.

Payments under the Incentive Plan may be deemed to be a form of deferred compensation (within the meaning of Section 409A of the Internal Revenue Code) to the extent any employee or director participant has been granted units at a discount, after October 4, 2004.   In this regard, however, no actual deferral of compensation is intended to exist under this plan since immediate payment is required only upon a change-in-control or the death of participant, regardless of whether any other adverse employment or other events occur.  Nevertheless, on December 31, 2008, the Incentive Plan was amended to incorporate certain applicable provisions of Section 409A in order to avoid the potential of adverse tax consequences associated with the payments due under the plan and/or to delay certain required payments.  Specifically, the amendment provides that in the event of the death of participant, the required payment is to be made within sixty days after the date of death but no later than two and one-half months after the end of the calendar year in which the death occurs.

Pension Plan

The Company maintains the Gyrodyne Company of America, Inc. Pension Plan, which is a traditional defined benefit pension plan.  The Pension Plan is believed to provide a reasonable benefit for the executives and all other employees.  The (underfunded) and overfunded status of the Company’s pension plan is included in pension liability and prepaid pension costs in the consolidated balance sheets and is $(715,365) and $628,606 at December 31, 2008 and 2007, respectively. The Company contributed $200,000 to fund the pension plan during the year ending December 31, 2009. The Company does not maintain any nonqualified deferred compensation programs (other than the Incentive Plan) or any qualified Profit Sharing or Section 401(k) plans intended to qualify under Sections 401(a) and 501(a) of the Internal Revenue Code.

Compensation of Directors

Each director is entitled to receive a fee of $12,000 a year, $1,000 per Board meeting attended and $500 for each Committee meeting attended and is reimbursed for travel and Company business-related expenses.  In addition, the Chairman of the Board is entitled to receive a Chairman’s fee of $24,000 a year which commenced in September 2004.  The Company continued its policy which states that directors who are also employees of the Company do not receive any additional compensation for their services as directors.

17

DIRECTOR COMPENSATION FOR FISCAL YEAR 2008

The following table shows the compensation earned by each of the Company’s non-officer directors for the year ended December 31, 2008:

 
Name
 
(a)
Fees earned or paid in cash
($)
 
(b)
Stock awards
($)
 
(c)
Option awards
($)
 
(d)
Non-equity incentive plan compensation
($)
 
(e)
Nonqualified deferred compensation earnings
($)
 
(f)
All other compensation
($)
 
(g)
Total
($)
 
(h)
                 
A
Paul L. Lamb
46,000
0
0
0
0
0
46,000
                 
B
Robert H. Beyer
20,000
0
0
0
0
0
20,000
                 
C
Philip F. Palmedo
24,500
0
0
0
0
0
24,500
                 
D
Elliot H. Levine
27,500
0
0
0
0
0
27,500
                 
E
Richard B. Smith
25,000
0
0
0
0
0
25,000
                 
F
Ronald J. Macklin
30,500
0
0
0
0
0
30,500
                 
G
Nader G.M. Salour
28,000
0
0
0
0
0
28,000
                 
H
Naveen Bhatia (1)
  4,000
0
0
0
0
0
  4,000

(1) Mr. Bhatia was elected as a director at the annual meeting of stockholders held on December 10, 2008.


TRANSACTIONS WITH CERTAIN RELATED PERSONS

There were no transactions in effect since January 1, 2007 (the beginning of the fiscal year preceding the Company’s last fiscal year) or currently proposed in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which any related person (as such term is defined in Item 404(a) of Regulation S-K) had or will have a direct or indirect material interest.

The Company has a written policy regarding related-party transactions that is set forth in the Company’s Code of Business Conduct and Ethics (“Code of Ethics”).  The Code of Ethics provides that when a conflict of interest arises, an officer, director or employee has a duty to place the Company’s interests ahead of his or her own personal interests.  The Code of Ethics states that it is essential that in those instances where a Company decision or practice may appear to have been made to advance a personal interest, that the decision be made or approved by the independent and “disinterested” officers or directors of the Company.  In those instances where an employee faces a potential conflict of interest, the employee is required to report the potential conflict of interest to the compliance officer for his or her review.  Any action or transaction in which the personal interests of an officer or a director of the Company may be in conflict with those of the Company must be promptly reported to the chairperson of the Audit Committee of the Board of Directors. The Audit Committee has the authority to determine in advance whether any such action or transaction constitutes a conflict of interest in violation of the Code of Ethics.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires that the Company’s directors, officers and any person holding more than ten percent of the Company’s Common Stock file with the SEC reports of ownership and changes in ownership, and that such individuals furnish the Company with copies of the reports.

Based solely on our review of the copies of such forms received by us with respect to the fiscal year ended December 31, 2008, and any written representations from reporting persons that no Forms 5 were required, the Company believes that none of the Company’s officers, directors or ten-percent holders failed to file on a timely basis reports required by Section 16(a) of the Exchange Act during the fiscal year ended December 31, 2008.


RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
(Proposal 2)

The Board of Directors, upon the recommendation of the Audit Committee, which is comprised entirely of independent directors, has appointed the accounting firm of Holtz Rubenstein Reminick LLP (“Holtz Rubenstein”) as independent public accountants of the Company and its subsidiaries for the current fiscal year.  The appointment of Holtz Rubenstein has been ratified by the shareholders every year since 1990.  The Board is requesting ratification of Holtz Rubenstein as independent public accountants for the fiscal year ending December 31, 2009.  This firm has no financial interest in the Company or any connection with the Company other than as auditors and independent public accountants.  The report of Holtz Rubenstein with respect to the Company’s financial statements appears in the Company’s annual report for the fiscal year ended December 31, 2008.

In the event the proposal is defeated, the adverse vote will be considered a direction to the Board to select other independent public accountants for the next fiscal year.  However, because of the expense and difficulty of making any substitution of independent public accountants after the beginning of a fiscal period, it is contemplated that the appointment for fiscal year 2009 will be permitted to stand unless the Board finds other reasons for making the change.

19
Audit and Other Fees

The following is a summary of the fees billed to the Company by Holtz Rubenstein, its principal accountants, for professional services rendered for the years ended December 31, 2008 and December 31, 2007:

Fee Category
  
Fiscal December 31,
2008
    
Fiscal December 31,
2007
  
             
Audit Fees (1)
   $ 90,000     $ 85,438  
Audit-Related Fees (2)
     19,535       24,171  
Tax Fees (3)
     24,786       22,027  
All Other Fees (4)
     -       -  
                 
Total Fees
   $ 134,321     $ 131,636  

(1) Audit Fees consist of aggregate fees billed for professional services rendered for the audit of the Company’s annual financial statements, review of the interim financial statements included in quarterly reports, and services that are normally provided by its principal accountants in connection with statutory and regulatory filings or engagements for the fiscal years ended December 31, 2008 and December 31, 2007, respectively.

(2) Audit-Related Fees consist of aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit Fees.”   Such services include review of Form 8-K filings, proxy filings and research into various accounting issues.

(3) Tax Fees consist of aggregate fees billed for professional services rendered by the Company’s principal accountants for tax compliance, tax advice and tax planning.  The amounts disclosed consist of fees paid for the preparation of federal and state income tax returns and research into the tax implications of the Company’s REIT election.

(4) All Other Fees would consist of aggregate fees billed for products and services provided the Company’s principal accountants, other than those disclosed above.

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None of the services performed by Holtz Rubenstein for the Company were performed by non-full-time Holtz Rubenstein employees.

The Audit Committee is responsible for the appointment, compensation and oversight of the work of the independent auditors and approves in advance any services to be performed by the independent auditors, whether audit-related or not. The Audit Committee reviews each proposed engagement to determine whether the provision of services is compatible with maintaining the independence of the independent auditors. The Audit Committee has determined not to adopt any blanket pre-approval policies or procedures. All of the fees shown above were pre-approved by the Audit Committee.

A representative of Holtz Rubenstein is expected to be present at the Annual Meeting, will be given an opportunity to make a statement if he or she desires to do so and is expected to be available at a designated time during the Annual Meeting to respond to appropriate questions.
 
 
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE RATIFICATION OF APPOINTMENT OF HOLTZ RUBENSTEIN REMINICK LLP AS INDEPENDENT ACCOUNTANTS.  THIS IS IDENTIFIED AS ITEM 2 ON THE ENCLOSED PROXY CARD.
 
 
FINANCIAL STATEMENTS

Accompanying this Proxy Statement is the Annual Report on Form 10-K for the fiscal year ended December 31, 2008, which includes audited balance sheets and statements of operations and cash flows for each of the two most recent fiscal years.


21
2010 SHAREHOLDER PROPOSALS

If a shareholder wishes to have a particular proposal considered by the Board for inclusion in the Company’s Proxy Statement for an Annual Meeting of Shareholders, the shareholder must satisfy the requirements set by the SEC in its proxy rules.  The particular proxy rule, Rule 14a-8, requires that shareholders submit their proposals in writing to the Company at least 120 days before the anniversary date of the proxy statement mailing date for the prior year’s annual meeting.  Thus, shareholders who wish to submit their proposals for inclusion in the Company’s proxy statement for next year’s annual meeting must deliver such proposals to the Corporate Secretary on or before July 16, 2010.  The notice must clearly identify the proposal, contain a brief supporting statement and all required information about the proposing shareholder, and otherwise satisfy the SEC’s rule.  Proposals should be addressed to the Secretary of the Company, Gyrodyne Company of America, Inc., 1 Flowerfield, Suite 24, Saint James, New York 11780.

In order for a shareholder nomination or proposal to be raised from the floor during the 2010 Annual Meeting of Shareholders, the requirements set forth in the Company’s by-laws with respect to shareholder proposals must be followed, including the requirement that written notice thereof must be received by the Company not less than 120 days nor more than 150 days before the anniversary date of the prior year’s annual meeting (there are special rules if the current year’s meeting date is held more than 30 days before, or more than 60 days after, the anniversary of the prior year’s meeting date, or if the number of directors is changed).  For the 2010 Annual Meeting of Shareholders, the written notice must be given not later than August 13, 2010 and no earlier than July 14, 2010.  The shareholder’s written notice must contain the information required in the Company’s by-laws, including (i) all information relating to any nominees proposed by the shareholder that is required to be disclosed in solicitations of proxies pursuant to Regulation 14A under the Securities Exchange Act of 1934 and Rule 14a-11 thereunder, (ii) a brief description of any proposals sought to be presented for a vote at the meeting, (iii) the shareholder’s name and record address and (iv) the class and number of shares of Common Stock that are beneficially owned.  Shareholders proposing nominees for election to the Board of Directors must have continuously held at least $2,000 in market value, or 1%, of the Company’s outstanding Common Stock entitled to vote for at least one year by such date of giving of notice or be entitled to cast votes with respect to at least 5% of the outstanding Common Stock.  Nominations and proposals should be submitted in writing to the Secretary of the Company, Gyrodyne Company of America, Inc., 1 Flowerfield, Suite 24, Saint James, New York 11780, who will submit them to the Board for its consideration.


BY ORDER OF THE BOARD OF DIRECTORS


Peter Pitsiokos
Corporate Secretary
 
 
22
 
 
 
 


 
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
 
GYRODYNE COMPANY OF AMERICA, INC.

ANNUAL MEETING OF SHAREHOLDERS, DECEMBER 11, 2009

Revocable Proxy

PROXY/AUTHORIZATION AND DIRECTION FOR EXECUTION
OF PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby designates Stephen V. Maroney and Peter Pitsiokos, and each of them, their true and lawful agents and proxies with full power of substitution in each, to represent the undersigned at the Annual Meeting of Shareholders of GYRODYNE COMPANY OF AMERICA, INC. to be held at Flowerfield Celebrations, Mills Pond Road, St. James, New York 11780 on Friday, December 11, 2009 at 11:00 A.M., and any adjournment thereof, and revoking all proxies heretofore given, as designated hereon.  The shares shall be voted in the discretion of the proxies on such other matters as may properly come before the meeting or any adjournment thereof.  This proxy shall remain in effect for a period of one year from its date.


 


 
FOLD AND DETACH HERE IF YOU ARE RETURNING YOUR VOTED PROXY BY MAIL
 
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS

The Notice of Meeting, Proxy Statement and Proxy Card are available at http://www.gyrodyne.com/proxy.php.

THIS PROXY/AUTHORIZATION AND DIRECTION FOR EXECUTION OF PROXY, IF PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED.  IF NO DIRECTION IS MADE FOR A PROPOSAL, THE SHARES WILL BE VOTED IN ACCORDANCE WITH THE BOARD OF DIRECTORS’ RECOMMENDATIONS.

Receipt of the Proxy Statement and Annual Report is hereby acknowledged.


A vote FOR Item 1 is recommended by the Board of Directors.
  
A vote FOR Item 2 is recommended by the Board of Directors.
     
1. To elect three directors to serve for a term of three years and until their successors shall be elected and shall qualify:
  
2. To ratify the engagement of Holtz Rubenstein Reminick LLP as Independent Accountants for the current fiscal year.
Paul L. Lamb               Term Expiring 2012         o FOR      o WITHHELD
  
o FOR             o AGAINST              o ABSTAIN
Richard B. Smith       Term Expiring 2012         o FOR      o WITHHELD
    
Nader G.M. Salour     Term Expiring 2012         o FOR      o WITHHELD
    
     
   
Dated_________________________________________________, 2009
     
   
Signature
     
   
Title
     
   
SIGN ABOVE – Please sign exactly as your name appears hereon.  If shares are registered in more than one name, all should sign but if one signs, it binds the others.  When signing as attorney, executor, administrator, agent, trustee or guardian, please give full title as such.  If a corporation, please sign in full corporate name by an authorized person.  If a partnership, please sign partnership name by an authorized person.