SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the registrant {X}
Filed by a party other than the registrant { }
Check the appropriate box:
{ } Preliminary proxy statement
{X} Definitive proxy statement
{ } Definitive additional materials
{ } Soliciting material under Rule 14a-12
{ } Confidential, for use of the Commission only
(as permitted by Rule 14a-6(e)(2)
Sutron Corporation
_______________________________________________________________________________
(Name of Registrant as Specified in Charter)
_______________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (Check the appropriate box):
{X} No fee required.
{ } Fee computed on the table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
__________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
__________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11.
__________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
__________________________________________________________________________
(5) Total fee paid:
__________________________________________________________________________
{ } Fee paid previously with preliminary materials:
__________________________________________________________________________
{ } Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fees was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
__________________________________________________________________________
(2) Form, schedule or registration statement no.:
__________________________________________________________________________
(3) Filing party:
__________________________________________________________________________
(4) Date filed:
__________________________________________________________________________
SUTRON CORPORATION
21300 Ridgetop Circle
Sterling, Virginia 20166
(703) 406-2800
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 20, 2005
To the Holders of Common Stock of Sutron Corporation,
Notice is hereby given that the Annual Meeting of Shareholders of
Sutron Corporation (the "Company") will be held at 21300 Ridgetop
Circle, Sterling, Virginia, on Friday, May 20, 2005, at 1:30 p.m.,
local time, for the following purposes:
1. To elect five directors to hold office until the next annual
election of directors and until their successors shall have been duly
elected and qualified;
2. To approve the appointment of Thompson, Greenspon & Co.,
P.C. as independent accountants for fiscal year 2005; and
3. To transact such other business as may properly come before
the meeting and any adjournments thereof.
Shareholders of record at the close of business on Monday,
March 28, 2005, are entitled to notice of and to vote at the meeting.
All shareholders are cordially invited to attend the meeting in
person. However, to assure your representation at the meeting, we urge
you to complete, sign, date and return the enclosed proxy card in the
enclosed envelope as promptly as possible. If you attend the meeting,
you may vote in person even if you have returned a proxy.
By Order of the Board of Directors,
/S/ Thomas N. Keefer
Thomas N. Keefer
Secretary
Sterling, Virginia
April 25, 2005
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SUTRON CORPORATION
21300 Ridgetop Circle
Sterling, Virginia 20166
(703) 406-2800
PROXY STATEMENT
The enclosed Proxy is solicited on behalf of the Board of
Directors of Sutron Corporation (the "Company") for use at its Annual
Meeting of Shareholders to be held on Friday, May 20, 2005 at 1:30
p.m., local time, and at any adjournments thereof. The purposes of
the meeting are set forth herein and in the accompanying Notice of
Annual Meeting of Shareholders. The meeting will be held at the
principal executive offices of the Company, 21300 Ridgetop Circle,
Sterling, Virginia 20166. After the enclosed Proxy is duly
executed and returned, a shareholder may revoke the proxy at any time
by written request that is received by the Secretary of the Company
prior to the meeting or by voting in person at the meeting or by
executing a later dated Proxy. The Proxy is in ballot form so that
a specification may be made to vote for, or to withhold authority to
vote for, the nominees for election as directors, or any of them, and
to indicate whether the shareholder wishes to vote for or against, or
abstain from voting upon the other proposal.
Shareholders of record at the close of business on Monday,
March 28, 2005 are entitled to notice of and to vote at the meeting.
On March 28, 2005, the Company had outstanding and entitled to vote
4,289,551 shares of Common Stock, and a majority of such shares,
present or represented by proxy, will constitute a quorum. Each
share of Common Stock entitles the holder to one vote on
each matter to be voted upon at the meeting. Directors are elected by
a plurality of the votes cast by the shares entitled to vote in the
election at a meeting at which a quorum is present. The affirmative
vote of a majority of the shares of Common Stock voting is required
for the approval of the appointment of the independent public
accountants. This Proxy Statement and the accompanying Proxy will first
be mailed or given to shareholders on or about April 25, 2005.
PRINCIPAL SHAREHOLDERS
The following table sets forth the names and addresses
of all persons who beneficially owned, to the knowledge of the
Company, more than 5% of the outstanding shares of the
Company's Common Stock on March 28, 2005.
Name and Address of Number of Shares Percentage
Beneficial Owner Beneficially Owned of Class (1)
Raul S. McQuivey, Ph.D. 882,186(2) 19.9%
11211 Lapham Drive
Oakton, Virginia 22121
Kenneth W. Whitt 687,000(3) 15.2%
2714 W. Country Club Drive
Snowflake, Arizona 85937
Thomas N. Keefer, Ph.D. 506,775(4) 11.8%
Route #4, Box 403 B
Leesburg, Virginia 22075
Daniel W. Farrell 298,660(5) 6.8%
2799 Equus Court
Herndon, Virginia 22071
(1) As of March 28, 2005, the Company had 4,289,551 shares
of common stock outstanding. In computing the number of shares
beneficially owned by a person and the percentage ownership of
that person, shares of common stock, which that person could
purchase by exercising outstanding options and options which will
become exercisable within 60 days of March 28, 2005, are deemed
outstanding. Such shares, however, are not deemed outstanding
for the purpose of computing the percentage ownership of any
other person.
(2) Includes 744,586 shares owned by Dr. Raul S. McQuivey
and Karen T. McQuivey, Dr. McQuivey's wife, as Joint Tenants with a
Right of Survivorship; Dr. McQuivey is deemed the beneficial owner
of such shares since Dr. McQuivey shares voting power and
investment power over such shares.
(3) The shares are owned by Kenneth W. Whitt and
Eva D. Whitt, Mr. Whitt's wife, as Joint Tenants with a Right of
Survivorship; Mr. Whitt is deemed the beneficial owner of all
the shares since Mr. Whitt shares voting power and investment
power over such shares.
(4) Includes 500,000 shares owned by Dr. Thomas N. Keefer and
Sally E. Keefer, Dr. Keefer's wife, as Joint Tenants with a Right of
Survivorship; Dr. Keefer is deemed the beneficial owner of such shares
since Dr. Keefer shares voting power and investment power over such
shares.
(5) Includes 214,300 shares owned by Daniel W. Farrell and Jill
E. Farrell, Mr. Farrell's wife, as Joint Tenants with a Right of
Survivorship; Mr. Farrell is deemed the beneficial owner of such
shares since Mr. Farrell shares voting power and investment power over
such shares.
ELECTION OF DIRECTORS
The Board of Directors of the Company recommends the election of the
persons named below who will be nominated to serve as directors of Sutron
until the fiscal year 2006 Annual Meeting of Shareholders and until their
successors have been duly elected and qualified or until the director's
earlier death, resignation or removal. The shares represented by the
enclosed Proxy will be voted for the election of the five nominees for
directors named in the Proxy unless such Proxy is marked to withhold
authority. In the event that any nominees for directors should be
unavailable to serve, which is not anticipated, the Board of Directors,
in its discretion, may designate substitute nominees, in which event
Proxies received by the Board of Directors will be voted for such
substitute nominees.
NOMINEES FOR DIRECTORS
Raul S. McQuivey, Ph.D., age 66, has served as a Director since
1976, as President, Chief Executive Officer,
and Chairman of the Board of Directors since January 1989, and as
Chief Operational Officer since September 1980. Dr. McQuivey also
served as Executive Vice President from September 1980 to January
1989, Treasurer of the Company from March 1983 to March 1984 and as
Secretary from March 1983 until September 1989. Dr. McQuivey earned
a B.S. in Civil Engineering from Utah State University in 1961, an
M.S. in Civil Engineering (Hydraulics) from Colorado State University
in 1963, and a Ph.D. in Civil Engineering (Hydraulics, Hydrology and
Fluid Mechanics) from Colorado State University in 1967. He is a
Registered Professional Engineer.
Daniel W. Farrell, age 52, has served as a Director since 1988 and
as Vice President of the Company since March 2, 1984 and Secretary
since September 1, 1989. Mr. Farrell joined the Company in September
1976 as a staff scientist. He was promoted to the position of
Director of Engineering in August 1989. Mr. Farrell received a B.S. in
Chemistry from Brigham Young University in 1976.
Robert F. Roberts, Jr., age 54, was the CEO, Chairman and Founder
Concepts Automation from 1975 to 1995. Concepts Automation, a computer
systems integrator, grew from a one-man operation to employing over
220 people in six offices. Federal and state government agencies and
Fortune 1000 companies were the primary clients. Sales in 1995 were
in excess of $100 million when the company was sold. Mr. Roberts
has served as a Director for Colgan Airways, a regional commuter airline
from 1990 to present, as a Principal for Foresight Funding
that manages private investments in tax free bonds, real estate and
corporate obligations from 1995 to present and as Chairman, Trustee
of Wakefield School, a private school that offers a classical
curriculum for grades Pre-K to 12 from 1990 to present. Mr. Roberts
received an Associates degree in Business Management from Northern
Virginia Community College.
Andrew D. Lipman, age 53, has been a partner and head of the
Telecommunications Group of Swidler Berlin Shereff Friedman, LLP, a
Washington D.C. law firm since 1988. He is currently Vice Chairman of
the firm. From 1987 to 1997, Mr. Lipman also served as Senior Vice
President for Legal and Regulatory Affairs for MFS Communications, Co.,
a competitive telecommunications provider. He also currently serves as
a member of the boards of directors of MPower Communications, a
competitive telecom carrier; TMNG Inc., a telecommunications-related
consulting firm and Nu Skin Enterprises, a personal care and nutritional
supplements provider. He received a B.A. degree from the University of
Rochester and a J.D. degree from Stanford University.
Thomas R. Porter, age 54, co-founded Value Consultants, LLC, a firm
specializing in the provision of expert witness and litigation consulting
services in 1996. Mr. Porter worked in the Defense Consulting Group of
Peat, Marwick Mitchell & Co. from 1978-1983. From 1983 to 1989, he worked
for the firm Laventhol & Horwath, CPAs and rose to the level of principal.
From 1989 to 1993, Mr. Porter was the president of a management company
and the chief financial officer of a privately-held distributor of building
products. He was Director of Litigation Services for the Washington, D.C.
office of Grant Thornton, LLP from 1993 until 1996. Mr. Porter is a
Certified Public Accountant an attorney, a Certified Forensic Financial
Analyst and a Certified Valuation Analyst. He received a B.S. and a M.S.
in Industrial Engineering from the Georgia Institute of Technology and a
J.D. degree from the George Washington University.
MANAGEMENT OWNERSHIP OF COMMON STOCK
Set forth below is information concerning stock ownership of each
director and nominee, and all directors and officers of the Company as
a group, as of March 28, 2005. The statements as to securities
beneficially owned are, in each instance, based upon information
furnished by each individual. As to the shares shown to be
beneficially owned, the owner has sole investment and voting power,
unless otherwise indicated.
Name of Amount of
Beneficial Owner Ownership Percent of Class (1)
Raul S. McQuivey, Ph.D. 882,186 (2) 19.9%
Thomas N. Keefer, Ph.D. 506,775 (3) 11.8%
Daniel W. Farrell 298,660 (4) 6.8%
Sidney C. Hooper 126,200 (5) 2.9%
Robert F. Roberts, Jr. 20,000 .5%
Andrew D. Lipman 0 -
Thomas R. Porter 0 -
All officers and directors
as a group (7 in number) 1,830,821 41.9%
(1) See Note 1 under "PRINCIPAL SHAREHOLDERS".
(2) See Note 2 under "PRINCIPAL SHAREHOLDERS".
(3) See Note 4 under "PRINCIPAL SHAREHOLDERS".
(4) See Note 5 under "PRINCIPAL SHAREHOLDERS".
(5) Includes 38,000 shares owned by Sidney C. Hooper and Malissa C.
Hooper, Mr. Hooper's wife, as Joint Tenants with a Right of
Survivorship; Mr. Hooper is deemed the beneficial owner of all the
shares since Mr. Hooper shares voting power and investment power over
such shares.
BOARD MEETINGS AND COMMITTEES
During the year ended December 31, 2004, the Board of Directors
held three meetings. Each director attended all of the meetings of
the Board. The Board does not have an audit committee or nominating
committee. The compensation committee consisted of Raul S. McQuivey
and Robert F. Roberts, Jr. They met twice during 2004. In fiscal year
2005, it is the Companys intent to form an audit committee to be chaired
by Mr. Porter, a compensation committee to be chaired by Mr. Roberts and
a nominating committee to be chaired by Mr. Lipman.
EXECUTIVE OFFICERS
The following table furnishes information concerning Sutrons
executive officers as of March 28, 2005.
Name Age Title
Raul S. McQuivey 66 Chief Executive Officer and President
Daniel W. Farrell 52 Vice President
Sidney C. Hooper 46 Chief Financial Officer and Treasurer
Thomas N. Keefer 60 Vice President and Secretary
Sidney C. Hooper, age 46, has served as the Chief Financial Officer
of the Company since 2003 and Treasurer of the Company since May 1993.
Mr. Hooper joined the Company in August 1989 and was promoted to the position
of Controller in January 1990. Prior to joining the Company, Mr. Hooper served
as a Senior Accountant with Arthur Andersen & Company. Mr. Hooper received a
B.S. in Accounting from Brigham Young University in 1983 and a Master of
Accountancy from Brigham Young University in 1984.
Thomas N. Keefer, Ph.D., age 60, has served as Vice President of Software
Services since 1997. He joined the Company in January 1977, as a Project
Engineer and served as the Vice President of the Water Resources Division and
the Integrated Systems Division from 1981 to 1997. Dr. Keefer has earned
three degrees from Colorado State University, a B.S. in Civil Engineering in
1967, an M.S. in Civil Engineering (Hydraulics) in 1969 and a Ph.D. in Civil
Engineering (Hydraulics, Hydrology and Fluid Mechanics) in 1971. He is a
Registered Professional Engineer.
EXECUTIVE COMPENSATION
The following summary compensation table sets forth information
concerning the annual and long-term compensation paid by us during the last
three completed years to our chief executive officer, and other executive
officers, whom we refer to as our "Named Executive Officers".
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
Other Restricted All
Name and Annual Stock LTIP Other
Principal Compen-Awards Options/Payouts Compensation
Position Year Salary Bonus sation (1) SARs(#) ($) ($)(2)
Raul McQuivey 2004 $167,556 $32,270 $14,890
CEO 2003 $164,317 $ 3,148
2002 $164,317 $ 3,148
Daniel Farrell 2004 $141,781 $27,306 $13,606
Vice President 2003 $136,377 $ 3,133
2002 $136,377 $ 1,243
Sidney Hooper 2004 $125,807 $25,000 $12,464
CFO and Treasurer 2003 $114,250 $ 4,519
2002 $114,250 $ 4,445
Thomas N. Keefer 2004 $100,000 $10,000 $ 6,827
Vice President 2003 $98,500 $ 3,133
2002 $98,500 $ 1,243
(1) All other compensation in 2004 consists of the following items:
Mr. McQuivey Mr. Farrell Mr. Hooper Mr. Keefer
Dollar value of auto
allowance relating to
personal use $ 0 $ 3,884 $ 4,125 $ 0
Dollar value of term
life insurance
premiums 3,148 1,418 355 743
401(K) Profit sharing
contribution 11,742 8,304 7,984 6,084
------- ------- ------- ------
Total $14,890 $13,606 $12,464 $6,827
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table sets forth information concerning stock options granted
in the fiscal year ended December 31, 2004 to the persons listed on the Summary
Compensation Table.
Potential Realizable
Value at Assumed
Annual Rates of
Stock Price Alternative to (f)
Appreciation for and (g):
Option Term Grant Date Value
Individual Grants
Number of % of Total
Securities Options/
Underlying SARs Exercise
Options/ Granted to of Base
SARs Employees in Price Expiration
Name Granted (#) Fiscal Year ($/Share) Date 5% ($) 10% ($)
Raul S. McQuivey 0 0% n/a n/a n/a n/a
Daniel W. Farrell 0 0% n/a n/a n/a n/a
Sidney C. Hooper 0 0% n/a n/a n/a n/a
Thomas N. Keefer 0 0% n/a n/a n/a n/a
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUE
The following table summarizes information relating to stock exercises
during the fiscal year ended December 31, 2004 by those persons listed on the
Summary Compensation Table.
Value of
Unexercised
Number of Securities In-the-
Underlying Unexercised Money
Shares Options/SARs Options/SARs at FY-
Acquired on Value at FY-End (#) End ($)
Name Exercise (#) Realized($) Exercisable/Unexercisable Exercisable/Unexercisable
C>
Raul McQuivey - - 137,600/66,000 $1,095,140/$551,100
Daniel Farrell - - 76,200/54,000 $ 613,155/$450,900
Sidney Hooper - - 88,200/72,000 $ 713,355/$601,200
Thomas N. Keefer - - 6,000/ 9,000 $ 50,100/$ 75,150
(1) On December 31, 2004, the closing price of the Company's
Stock on the Electronic Bulletin Board was $8.90.
LONG-TERM INCENTIVE PLANS - AWARDS IN THE LAST FISCAL YEAR
The Company's Named Officers were not awarded long-term
incentive plans during the year 2004.
COMPENSATION OF DIRECTORS
The Company has no arrangement by which any of its officers are
compensated for their services as directors and, therefore, Mr.
Farrell and Mr. Hooper and Dr. McQuivey will not receive any additional
remuneration for their services as directors. The Company has no plan
or arrangement which would result in any executive officer receiving
compensation as a result of their resignation, retirement or any
other termination of employment with the Company, or from a change in
control of the Company or a change in responsibilities following a change
in control of the Company.
Mr. Roberts received compensation of $1,000 for attending board
meetings in fiscal 2004 and received a stock option totaling 10,000
shares that vested immediately upon grant. Independent director fees
will be increased to $1,500 per board meeting in fiscal 2005. A stock
option grant has not yet been determined for fiscal year 2005.
CODE OF ETHICS
The Company has adopted a Code of Ethics that applies to all
directors and employees, including the Companys principal executive
officer, principal financial officer, principal accounting officer
and controller. The Code of Ethics is posted on the Companys
website www.sutron.com under investors relations.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Under the securities laws of the United States, the Company's
directors and its executive officers are required to report ownership
of the company's Common Stock and any changes in that ownership to the
Securities and Exchange Commission. Specific due dates for these
reports have been established and the Company is required to disclose
in this proxy statement any failure to file by these dates during 2004.
Robert F. Roberts, Jr. was subject to the reporting requirement of
Section 16(a) and was delinquent in filing two required reports on
Form 3. Dr. McQuivey and Mr. Hooper were delinquent in filing one
required report on Form 4.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In 2003, the Company changed its banking relationship from M&T Bank
to BB&T Bank. One aspect of the change was a reduction in the borrowing
base amount due to the exclusion of inventory as collateral for borrowings.
The Company obtained additional funds in the amount of $330,000 that were
used for working capital by issuing promissory notes to Robert F. Roberts,
Jr., Raul S. McQuivey and Thomas N. Keefer. These notes were payable on
April 12, 2004.
Mr. Roberts note was repaid in April 2004 including interest in the
amount of $8,422. Mr. McQuivey and Mr. Keefers notes were repaid in
September 2004 including interest of $6,213 and $3,575, respectively.
Interest
Name Relationship Note Amount Rate
Robert F. Roberts, Jr. Director $200,000 7.25%
Raul S. McQuivey Officer and Director 80,000 7.25%
Thomas N. Keefer Officer and Director 50,000 7.25%
--------
$330,000
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT
ACCOUNTANTS
The Board of Directors considers it desirable that its appointment
of the firm of Thompson, Greenspon & Co. as independent registered public
accounting frim of the Company for fiscal year 2005 be ratified by the
shareholders. Thompson, Greenspon & Co. has certified the Company's
financial statements for all years beginning with 1976. Representatives
of Thompson, Greenspon & Co. will be present at the Annual Meeting and
will be available to respond to appropriate questions from the
shareholders.
The Board of Directors recommends a vote FOR ratification of
the appointment of Thompson, Greenspon & Co. and the enclosed proxy will
be so voted unless a vote against the proposal or an abstention is
specifically indicated.
Aggregate fees for professional services rendered to the Company
by Thompson, Greenspon & Co. as of and for the years ended December 31,
2004 and 2003 are summarized in the table below.
2004 2003
---- ----
Audit $42,970 $43,000
Audit related 0 0
Tax 5,000 5,500
All other 9,460 0
---- ----
Total $57,430 $48,500
======= =======
Audit fees for the years ended December 31, 2004 and 2003,
respectively, were for professional services rendered for the audits
of the financial statements of the Company, income tax provision
procedures and assistance with review of documents filed with the SEC.
Tax fees as of the years ended December 31, 2004 and 2003,
respectively, were for services related to tax compliance, including the
preparation of tax returns, tax planning and tax advice. The Company
did not incur any fees for audit related work or for other services.
OTHER BUSINESS WHICH MAY COME BEFORE THE MEETING
The enclosed Proxy confers upon the person or persons entitled to
vote the shares represented thereby discretionary authority to vote
such shares in accordance with their best judgment with respect to
other business which may come before the 2005 Annual Shareholders
Meeting in addition to the scheduled items of business. As of the
date of this Proxy Statement, the Board of Directors knows of no other
business which will be presented for consideration at the 2005 Annual
Shareholders Meeting.
SHAREHOLDERS PROPOSALS
Any shareholder proposals intended to be presented at Sutrons
next annual meeting of shareholders must be received by Sutron at its
offices at 21300 Ridgetop Circle, Sterling, Virginia 20166, on or before
December 7, 2005, for consideration for inclusion in the proxy material
for such annual meeting of stockholders.
OTHER INFORMATION
A copy of the Company's Annual Report for 2004, which includes
financial statements and other information concerning the Company, is
included with this Proxy material. The Company will bear the cost of
preparing this Proxy Statement and the other costs of soliciting Proxies
for the 2005 Annual Shareholders Meeting. All solicitations will be made
by mail. The Company does not intend to pay any compensation for this s
solicitation, but may reimburse brokers, and other persons holding stock in
their names, for their expenses for sending Proxy material to principals and
obtaining their Proxies.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES
BY MARKING THE APPROPRIATE BOXES ON THE ENCLOSED
PROXY. HOWEVER, IT IS NOT NECESSARY TO MARK ANY
BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE
BOARD OF DIRECTORS' RECOMMENDATIONS; MERELY
SIGN, DATE AND RETURN THE PROXY IN THE ENCLOSED
ENVELOPE, POSTAGE FOR WHICH HAS BEEN PROVIDED.
THE PROXIES CANNOT VOTE YOUR SHARES UNLESS YOU
SIGN AND RETURN THE ENCLOSED PROXY. YOUR PROMPT
RESPONSE IS HELPFUL AND YOUR COOPERATION WILL BE
APPRECIATED.
By Order of the Board of Directors,
/s/ Thomas N. Keefer
Thomas N. Keefer
Secretary
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
SUTRON CORPORATION
The undersigned hereby appoints Thomas Keefer and Sidney C. Hooper
proxies, each with power to act without the other and with power of
substitution, and hereby authorizes them to represent and vote, as designated
on the other side, all the shares of stock of Sutron Corporation standing
in the name of the undersigned with all powers which the undersigned would
possess if present at the Annual Meeting of Stockholders of the Company to
be held at 21300 Ridgetop Circle, Sterling, Virginia at 1:30 p.m. on
May 20, 2005 or any adjournment thereof.
(Continued, and to be marked, dated and signed, on the other side)
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THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2.
1. ELECTION OF DIRECTORS
NOMINEES: Raul S. McQuivey, Daniel W. Farrell, Robert F. Roberts, Jr.
Andrew D. Lipman, Thomas R. Porter
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.
For all nominees listed to the right (except as marked to the contrary) ( )
WITHHOLD AUTHORITY to vote for all nominees listed to the right. ( )
Ratification of Thompson, Greenspon & Co., P.C. as the independent certified
public accountants of the corporation.
FOR AGAINST ABSTAIN
( ) ( ) ( )
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee, or guardian, please give full title as such. If a corporation,
please sign in full corporate name by President or other authorized officer.
If a partnership, please sign in partnership name by authorized person.
Dated: ________________________________________________2005
______________________________________________________
(Signature)
______________________________________________________
(Signature if held jointly)
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.