Command Security Corporation (NYSE Amex: MOC) As announced by Command Security Corporation (the “Company”) on September 8, 2010, Robert S. Ellin resigned as a member of the Company’s board of directors and as a member of all committees of the board on September 6, 2010. On October 1, 2010, the Company received a letter from the Staff of The NYSE Amex LLC, which notified the Company that it is no longer in compliance with the majority board independence and audit committee composition requirements of the NYSE Amex Company Guide (the “Company Guide”), in that (1) the Company no longer has a majority of independent directors on its board (three of the Company’s six directors are independent); (2) the two classes of the board are not of approximately equal size (Class I has four members and Class II has two members); and (3) the Company only has two members on its audit committee.
The NYSE Amex Staff has stated that the Company will have until March 7, 2011 to regain compliance with the foregoing deficiencies. In setting this deadline for compliance, the Staff has determined not to apply the follow-up procedures specified in Section 1009 of the Company Guide. However, the letter constitutes a warning pursuant to Section 1009(a)(i) of the Company Guide and notice of failure to satisfy a continued listing standard.
Barry I. Regenstein, President and Chief Financial Officer of the Company stated: “The nominating committee of our board of directors has been actively searching for a suitable candidate to serve on our board and on the audit committee, to fill the vacancy on the board and such committee that was created by Mr. Ellin’s resignation on September 6, 2010. The nominating committee has advised our board that it has met with a number of qualified candidates and that it expects that its search for an additional independent board member will be completed shortly. Based on the advice of the nominating committee, we believe that we will appoint a new independent member of the board to fill the vacancies on the board and on the audit committee, well before the March 7, 2011 date specified by the NYSE Amex Staff for compliance, although no assurance can be given in this regard.”