UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 14A

(Rule 14a-101)


SCHEDULE 14A INFORMATION


Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.  1)


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Definitive Proxy Statement

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Soliciting Material Pursuant to §240.14a-12


PROBE MANUFACTURING, 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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November 12, 2012


Dear Shareholder:


On behalf of our Board of Directors, I cordially invite you to attend the 2012 Annual Meeting of Shareholders of Probe Manufacturing, Inc., to be held on November 28, 2012 at 8:30 a.m. local time, at the the corporate headquarters, located at 17475 Gillette Ave., Irvine, California 92614. We look forward to your attendance.


The accompanying Notice of Annual Meeting of Shareholders and Proxy Statement describe the formal business to be acted upon by our Shareholders. An overview of the Company will also be presented at the 2012 Annual Meeting of Shareholders, and our Shareholders will have an opportunity to ask questions.


Your vote is very important. Regardless of the number of shares of our common stock you own, it is very important that your shares be represented at the 2012 Annual Meeting of Shareholders. ACCORDINGLY, WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE 2012 ANNUAL MEETING OF SHAREHOLDERS IN PERSON, I URGE YOU TO SUBMIT YOUR PROXY AS SOON AS POSSIBLE. You may do this by completing, signing and dating the accompanying proxy card and returning it via fax to

1 (949) 273-4990 or in the accompanying self-addressed postage-paid return envelope or by interenet as specificed herein. This will not prevent you from voting in person at the 2012 Annual Meeting of Shareholders, but will assure that your vote will be counted if you are unable to attend the 2012 Annual Meeting of Shareholders.


YOUR VOTE COUNTS. THANK YOU FOR YOUR ATTENTION TO THIS MATTER, AND FOR YOUR CONTINUED SUPPORT OF, AND INTEREST IN, OUR COMPANY.


Sincerely,


/s/ Kambiz Mahdi


Kambiz Mahdi

Chief Executive Officer and Chairman








TABLE OF CONTENTS

 

Page

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD NOVEMBER 28, 2012

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PROXY STATEMENT

1

PROPOSAL FOR ELECTION OF DIRECTORS

4

CORPORATE  GOVERNANCE

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COMPENSATION OF INDEPENDENT DIRECTORS

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TO AUTHORIZE AN AMENDMENT TO OUR ARTICLES A REVERSE STOCK SPLIT OF THE COMPANY’S OUTSTANDING SHARES OF COMMON STOCK ON A 10:1 BASIS

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RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM; AUDIT AND NON-AUDIT FEES

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BOARD OF DIRECTORS AUDIT REPORT TO SHAREHOLDERS

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EXECUTIVE OFFICERS

15

COMPENSATION DISCUSSION AND ANALYSIS

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COMPENSATION RISK ASSESSMENT

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EXECUTIVE COMPENSATION

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EQUITY COMPENSATION PLAN INFORMATION

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

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ANNUAL REPORT

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PROPOSALS FOR 2013 ANNUAL MEETING OF SHAREHOLDERS

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OTHER MATTERS

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD NOVEMBER 28, 2012


NOTICE IS HEREBY GIVEN that the 2012 Annual Meeting of Shareholders of Probe Manufacturing, Inc., a Nevada corporation, will be held on November 28, 2012 at 8:30 a.m. local time, at the corporate headquarters, located at 17475 Gillette Ave., Irvine, California 92614, for the following purposes, which are more completely set forth in the accompanying Proxy Statement:


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to reelect four nominee directors, each to hold office for a one-year term expiring at the 2013 Annual Meeting of Shareholders and until his successor is duly elected and qualified ( Propsoal No. 1 );


2.

to authorize and approve a reverse stock split of the Company’s outstanding shares of common stock by a ratio of ten to one ( Propsoal No. 2 );


3.

to ratify the appointment of W.T. Uniack & Co, CPA’s, P.C. as our independent registered public accounting firm for the year ending December 31, 2013 ( Propsoal No. 3 );


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to transact such other business as may properly come before the 2012 Annual Meeting of Shareholders or any adjournments or postponements thereof.


These proposals are discussed in the following pages, which are made part of this notice. Our Shareholders of record on November 6, 2012 are entitled to vote at the 2012 Annual Meeting of Shareholders of Probe Manufacturing, Inc. The list of Shareholders entitled to vote will be available for inspection at the offices of Probe Manufacturing, Inc., 17475 Gillette Ave., Irvine, California 92614, for the ten-day period immediately preceding the 2012 Annual Meeting of Shareholders. We reserve the right, in our sole discretion, to adjourn or postpone the 2012 Annual Meeting of Shareholders to provide more time to solicit proxies for the meeting.


Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on November 28, 2012.


The proxy statement and annual report to Shareholders are available at https://www.proxyvote.com or https://www.probeglobal.com.


You may obtain directions to attend the 2012 Annual Meeting of Shareholders of Probe Manufacturing, Inc. by calling 1 (949) 273-4990.


Please sign and date the accompanying proxy card and return it promptly by fax to 1 (949) 273-4990 or in the accompanying self-addressed postage-paid return envelope whether or not you plan to attend. If you hold your shares in “street name” please follow the instruction card that will be provided to you by your broker-dealer. If you attend the 2012 Annual Meeting of Shareholders, you may vote in person if you wish, even if you previously have returned your proxy card or authorized a proxy electronically. You may revoke your proxy at any time prior to its exercise.


By Order of the Board of Directors,


/s/ Kam Mahdi

Secretary



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PROBE MANUFACTURING, INC.

PROXY STATEMENT


The accompanying proxy is solicited by the Board of Directors of Probe Manufacturing, Inc., or Probe Manufacturing, for use in voting at the 2012 Annual Meeting of Shareholders, or the annual meeting, to be held on November 28, 2012 at 8:30 a.m. local time, at the corporate headquarters, located at 17475 Gillette Ave., Irvine, California 92614, and at any adjournment or postponement thereof, for the purposes set forth in the attached notice. The proxy solicitation materials are being mailed to Shareholders on or about November 12, 2012.


About the Meeting


What is the purpose of the annual meeting?


At the annual meeting, Shareholders will vote to: (i) reelect four nominee directors, each to hold office for a one-year term expiring at the 2013 Annual Meeting of Shareholders and until his successor is duly elected and qualified ( Proposal No. 1 ); (ii) authorize and approve a reverse stock split of the Company’s outstanding shares of common stock by a ratio of ten to one ( Propsoal No. 2 ); (iii) ratify the appointment of W.T. Uniack & Co, CPA’s, P.C., as our independent registered public accounting firm for the year ending December 31, 2013 ( Proposal No. 3 ); and (iv) transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof.


Management will give a presenation that provides a current overview of the company, and will respond to questions from Shareholders.


What is our Board of Directors’ voting recommendation?


Unless you give other instructions on your proxy card, the individuals named on the card as proxy holders will vote in accordance with the recommendations of our Board of Directors. Our Board of Directors unanimously recommends that you vote your shares: (i) “ FOR ALL NOMINEES ” to our Board of Directors; and (ii) “FOR" Proposals Nos. 2 and 3. No director has informed us that he intends to oppose any action intended to be taken by us.


What happens if additional proposals are presented at the annual meeting?


Other than the matters described in this proxy statement, we do not expect any additional matters to be presented for a vote at the annual meeting. If other matters are presented and you are authorizing a proxy, your proxy grants the individuals named as proxy holders the discretion to vote your shares on any additional matters properly presented for a vote at the meeting.


Who is entitled to vote?


Only Shareholders of record at the close of business on November 6, 2012, or the record date, are entitled to receive notice of the annual meeting and to vote the shares of our common stock that they hold on that date at the annual meeting or any adjournments or postponements thereof. As of the record date, we had 198,319,056 shares of our common stock issued and outstanding and entitled to vote. Each outstanding share of our common stock entitles its holder to cast one vote on each proposal to be voted on at the annual meeting.





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What constitutes a quorum?


If 50.0% of the shares of our common stock outstanding on the record date are present at the annual meeting, either in person or by proxy, we will have a quorum at the meeting, permitting the conduct of business at the meeting. Abstentions and broker non-votes will be counted to determine whether a quorum is present. A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that matter and has not received voting instructions from the beneficial owner.


How do I vote my shares at the annual meeting?


Authorizing a Proxy by Mail  — Shareholders may authorize a proxy by completing the accompanying proxy card and mailing it in the accompanying self-addressed postage-paid return envelope. Completed proxy cards must be received by 5:00 p.m. Pacific Daylight Time on November 27, 2012.


Authorizing a Proxy by Fax  — Shareholders may authorize a proxy by completing the accompanying proxy card and faxing it to 1 (949) 273-4990 until 5:00 p.m. Pacific Daylight Time on November 27, 2012.


Authorizing a Proxy by the Internet — Shareholders may authorize a proxy by completing the online proxy card found at the website https://www.proxyvote.com and following the on-screen instructions to complete the online proxy card until 5:00 p.m. Pacific Daylight Time on November 27, 2012.


If you hold your shares in “street name” please follow the instruction card that will be provided to you by your broker-dealer.


Abstentions and Broker Non-Votes

Abstentions and "broker non-votes" are considered present and entitled to vote at each of the 2012 annual general meeting and the extraordinary general meeting for purposes of determining a quorum. A "broker non-vote" occurs when a broker, a bank or other nominee who holds shares for a beneficial owner does not vote on a particular proposal because the broker, bank or other nominee does not have discretionary power to vote on that particular proposal and has not received directions from the beneficial owner. If a broker, bank or other nominee indicates on the proxy card that it does not have discretionary authority to vote as to a particular matter, those shares, along with any abstentions, will not be counted in the tabulation of the votes cast on the proposal being presented to shareholders.

If you are a beneficial owner, your broker, bank or other nominee has authority to vote your shares for or against the re-appointment of our independent auditors and for or against the approval of the general authorization for our directors to allot and issue ordinary shares, even if the broker does not receive voting instructions from you. Your broker, bank or other nominee, however, does not have the discretion to vote your shares on any other proposals included in this joint proxy statement without receiving voting instructions from you. It is very important that you instruct your broker, bank or other nominee how to vote on these proposals. If you do not complete the voting instructions, your shares will not be considered in the election of directors or any other proposal included in this joint proxy statement other than the re-appointment of our independent auditors and the approval of the general authorization for our directors to allot and issue ordinary shares.

  If you are a registered shareholder, in the absence of contrary instructions, shares represented by proxies submitted by you will be voted at the 2012 annual general meeting: "FOR" the Board nominees in Proposal No. 1 and "FOR" Proposals Nos. 2 and 3.



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Can I revoke my proxy after I return my proxy card or after I authorize a proxy by telephone, fax or over the Internet?

If you are a stockholder of record as of November 6, 2012, you may revoke your proxy at any time before the proxy is exercised at the annual meeting by delivering to our Secretary a written notice of revocation or a properly signed proxy bearing a later date, or by attending the annual meeting and voting in person (although attendance at the annual meeting will not cause your previously granted proxy to be revoked unless you specifically so request).


If you hold shares of our common stock in “street name,” you will need to contact the institution that holds your shares and follow its instructions for revoking a proxy.


What vote is required to approve each proposal that comes before the annual meeting?


To elect the director nominees, the affirmative vote of a majority of the shares of our common stock present in person or by proxy at a meeting at which a quorum is present must be cast in favor of the proposal. To Proposals 2 through 4, the affirmative vote of a majority of all votes cast at a meeting at which a quorum is present must be cast in favor of the proposal. Abstentions and broker non-votes will count as votes against the proposal to elect the director nominees, but will have no impact on the proposal to ratify Proposals 2 through 4.


Who will bear the costs of soliciting proxies for the meeting?


Probe Manufacturing will bear the entire cost of the solicitation of proxies from its Shareholders. The mailing of these proxy materials, the solicitation of proxies may be made in person, by telephone or by electronic communication by our directors and officers who will not receive any additional compensation for such solicitation activities. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy solicitation materials to our Shareholders.


Who should I call if I have any questions?


If you have any questions about how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, you should contact:


Probe Manufacturing, Inc.

17275 Gillette Avenue

Irvine, CA 92614

 1 (949) 273-4442

Attn: John Bennett



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PROPOSAL FOR

REELECTION OF DIRECTORS

(Proposal No. 1)


Background


Our Board of Directors currently consists of four directors. Our bylaws provide for a minimum of three and a maximum of seven directors and that our directors each serve a term of one year, but may be re-elected. Our Board of Directors has nominated Kambiz Mahdi, John Bennett, Robert Young and Shervin Talieh, each for a term of office commencing on the date of the 2012 Annual Meeting of Shareholders of Probe Manufacturing and ending on the date of the 2013 Annual Meeting of Shareholders and until his successor is duly elected and qualified. Each of Messrs. Mahdi, Bennett, Young and Talieh currently serves as a member of our Board of Directors.


Unless otherwise instructed on the proxy, the shares represented by proxies will be voted FOR ALL NOMINEES for director named below. Each of the nominees has consented to being named as a nominee in this proxy statement and has agreed that, if elected, he will serve on our Board of Directors for a one-year term ending on the date of the 2013 Annual Meeting of Shareholders and until his successor has been duly elected and qualified. If any nominee becomes unavailable for any reason, the shares represented by proxies may be voted for a substitute nominee designated by our Board of Directors. We are not aware of any family relationship among any of the nominees to become directors or executive officers of Probe Manufacturing. Each of the nominees for election as director has stated that there is no arrangement or understanding of any kind between him and any other person relating to his election as a director, except that such nominees agreed to serve as our directors if elected.

Director Qualifications

We believe that our Board of Directors should encompass a diverse range of talent, skill and expertise sufficient to provide sound and prudent guidance with respect to our operations and interests. Each director also is expected to: exhibit high standards of integrity, commitment and independence of thought and judgment; use his or her skills and experiences to provide independent oversight to our business; participate in a constructive and collegial manner; be willing to devote sufficient time to carrying out their duties and responsibilities effectively; devote the time and effort necessary to learn our business; and represent the long-term interests of our Shareholders. Furthermore, we believe our Board of Directors should be comprised of persons with skills in areas such as: finance, electronic manufacturing, leadership of business organizations and legal matters.

In addition to the targeted skill areas as noted above, we endeavor to select members of our Board of Directors which have a strong record of achievement in key knowledge areas that are critical for directors to add value to our Board of Directors, including:


Strategy — knowledge of our business model, the formulation of corporate strategies, knowledge of key competitors and markets;


Relationships — understanding how to interact with investors, accountants, attorneys, management companies, and markets in which we operate; and


Functional — understanding of finance matters, financial statements and auditing procedures, technical expertise, legal issues and marketing.


Information about Director Nominees


Kambiz Mahdi, age 47, Kambiz Mahdi is co-founder, and served as President and Chief Executive Officer of Probe Manufacturing from 1996 until December of 2005 and again from July 2009 until present. Prior to Probe Manufacturing, Mr. Mahdi was Technical Sales Manager at Future Electronics for six years. While at Future Electronics, Mr. Mahdi developed superior technical management leadership and skills servicing some of the top 1000 fortune technology customers and their applications. Mr. Mahdi also started Billet Electronics a global supply chain provider of products, services and solutions in the technology sector in 2007. He has established the company



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as a leading independent distributor of electronic components and provider of value-added services to its market. Mr. Mahdi has a BS degree in Electrical Engineering from California State University of Northridge.  Mr. Mahdi has not served on any other boards of public companies in the past five years.


Our Board of Directors selected Mr. Mahdi to serve as a director because he is our Chief Executive Officer and has served in various executive roles with our company for 14 years, with a focus on electrical manufacturing, sales and operations. Mr. Mahdi has profound insight into the development, marketing, finance, and operations aspects of our company. He has expansive knowledge of the electronic manufacturing industry and relationships with chief executives and other senior management at companies in the same or complimentary industries. Our Board of Directors believes that Mr. Mahdi brings a unique and valuable perspective to our Board of Directors.


John Bennett , age 52, John Bennett has been with Probe Manufacturing since February 2005, as the Chief Financial Officer. He has been in the Electronic manufacturing Industry for 22 years. He has held positions as the Controller, Vice President of Finance and Chief Financial Officer, with experience in Contract Manufacturing of Printed Circuit Board Assembly, Cable and Harness Assembly, Box Builds and Battery & Charger assembly. He holds a Bachelor of Science in Accounting from Mesa University and a Master of Science in Finance from the University of Colorado. Mr. Bennett has not served on any other boards of public companies in the past five years.


Our Board of Directors selected Mr. Bennett  to serve as a director because he is our Chief Financial Officer and has been with our company for more than six years, where his primary focus has been on the financial systems and operations and SEC reporting of the company. He has significant knowledge of, and relationships within, the electronic manufacturing industry, due in part to the 22 years he has spent working in the industry. Our Board of Directors believes that his executive experience in the electronic manufacturing coupled with his deep knowledge of our company’s strategies and operations will bring strong financial and operational expertise to our Board of Directors.


Robert Young, age 60, p rior to joining our board of directors in June of 2012, Mr. Young was Director of Mobile Services for Boeing Satellite Systems, Inc. (“BSS”), the world’s largest manufacturer of commercial satellites, where he was responsible for developing communication and navigation services for governmental and commercial clients. Prior to joining BSS, Mr. Young was the CFO and Chief of Business Operations for a joint venture between Hughes Electronics, General Motors and Delco Electronics.  Previously, Mr. Young was assigned to the Hughes Electronics Corporate Office where he was responsible for mergers and acquisitions, identifying and developing foreign offset programs and served as the Hughes Chief Economist.  Mr. Young currently sits on the board of Kinecta Federal Credit Union, which is the 9 th largest credit union in the United States (having previously served as Kinecta’s Chairman of the board of directors from 2007-2009).  Mr. Young received his B.S. degree from the San Diego State University and an M.BA. from Loyola Marymount University.

Our Board of Directors selected Mr. Young to serve as a director due to his knowledge of the electronics manufacturing industry and his previous relationships with companies such as BSS, Hughes Electronics, General Motors and Delco Electronics. Mr. Young’s extensive knowledge of our company’s business sector combined with his executive experience at numerous other companies focused on the manufacturing industry is a significant asset to our company. Our Board of Directors believes that Mr. Young’s experience will assist us in developing our long-term strategy in the electronics manufacturing services industry.



Shervin Talieh, age 45, Shervin Talieh has over 17 years of hands-on experience building and growing organizations that provide solutions to clients in various sectors. This experience has been developed across many functions, including corporate strategy, business development, marketing, branding, alliances, and operations; in small and large firms, through startups, turnarounds, and stable environments alike. Mr. Talieh started his career by successfully building, growing and selling his consulting startup, Index Data. Most recently, Mr. Talieh is the founder and CEO of Drumbi; an Internet technology startup focused on data and voice synchronization. At Drumbi, he guides the company's strategy, fund-raising, and operations. Prior to Drumbi, Mr. Talieh served at Vice President, Business Development for Goldeneye Solutions; a SaaS technology company. This was preceded by his tenure at Accenture, where he was a Partner in the Los Angeles Office, and a member of the executive team responsible for



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over 700 professionals in the region. Mr. Talieh has not served on any other boards of public companies in the past five years.


Our Board of Directors selected Mr. Talieh to serve as a director due to his strong relationships and understanding of the operations of technology companies. Mr. Talieh’s vast experience in business operations enhances his ability to contribute insight on achieving business success in a diverse range of economic conditions and competitive environments. Our Board of Directors believes that this experience will bring valuable knowledge and insight to our company.



Our Board of Directors recommends a vote FOR ALL NOMINEES for election as directors.



CORPORATE GOVERNANCE


Director Attendance at Meetings of the Board of Directors


Our Board of Directors held 3 meetings during the fiscal year ended December 31, 2011. Each of our incumbent directors attended at least 75.0% of the aggregate total number of meetings of our Board of Directors held during the period for which he served as a director.


Director Attendance at Annual Meetings of the Shareholders


Although we have no policy with regard to attendance by the members of our Board of Directors at our annual meetings, we invite and encourage the members of our Board of Directors to attend our annual meetings to foster communication between Shareholders and our Board of Directors.


Stockholder Communication with the Board of Directors


Any stockholder who desires to contact members of our Board of Directors, or a specified committee of our Board of Directors, may do so by writing to: Probe Manufacturing, Inc., Board of Directors, 17475 Gillette Ave., Irvine, California 92614, Attention: Secretary. Communications received will be distributed by our Secretary to such member or members of our Board of Directors as deemed appropriate by our Secretary, depending on the facts and circumstances outlined in the communication received.


Director Independence


We have a four-member Board of Directors. Due to the size of our company and the difficulty in finding directors that are comptetent or have experience in our industry, only one of our directors can be deemed an “independent director.”


While our stock is not listed on the New York Stock Exchange, our independent director would qualify as independent under the rules of the New York Stock Exchange.


Board Leadership Structure; Independent Lead Director


Kambiz Mahdi serves as both our Chairman of the Board of Directors and Chief Executive Officer. Our Board of Dirrectors has determined that the most effective leadership structure for our company at the present time is for our Chief Executive Officer to also serve as our Chairman of the Board of Directors. Our Board believes that because our Chief Executive Officer is ultimately responsible for our day-to-day operations and for executing our business strategy, and because our performance is an integral part of the deliberations of our Board of Directors, our Chief Executive Officer is the director best qualified to act as Chairman of the Board of Directors. Our Board of Directors retains the authority to modify this structure to best address our unique circumstances, and so advance the best interests of all shareholders, as and when appropriate. In addition, although we do not have a lead independent director, our Board of Directors believes that the current structure is appropriate, due to the current size of our operations.




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Our Board of Directors also believes, for the reasons set forth below, that its existing corporate governance practices achieve independent oversight and management accountability, which is the goal that many companies seek to achieve by separating the roles of Chairman of the Board of Directors and Chief Executive Officer. Our governance practices provide for strong independent leadership, independent discussion among directors and for independent evaluation of, and communication with, members of senior management. These governance practices are reflected in our Code of Business Conduct and Ethics, or our Code of Ethics.


Committees of our Board of Directors


We have no standing committees of our Board of Directors at the current time, which is again due to the size of our operations. From time to time, our Board of Directors may establish committees it deems appropriate to address specific areas in more depth than may be possible at a full Board of Directors meeting. As our company grows, we plan to establish an audit committee, compensation committee and nominating and coporate governance committee.  The functions that these committees will perform are currently being performed by our four-member Board.


Director Nomination Procedures and Diversity


As outlined above, in selecting a qualified nominee, our Board of Directors considers such factors as it deems appropriate, which may include: the current composition of our Board of Directors; the range of talents of a nominee that would best complement those already represented on our Board of Directors; the extent to which a nominee would diversify our Board of Directors; a nominee’s standards of integrity, commitment and independence of thought and judgment; a nominee’s ability to represent the long-term interests of our shareholders as a whole; a nominee’s relevant expertise and experience upon which to be able to offer advice and guidance to management; a nominee who is accomplished in his or her respective field, with superior credentials and recognition; and the need for specialized expertise. While we do not have a formal diversity policy, we believe that the backgrounds and qualifications of our directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow our Board of Directors to fulfill its responsibilities. Applying these criteria, our Board of Directors considers candidates for membership on our Board of Directors suggested by its members, as well as by our Shareholders. Members of our Board of Directors annually review our Board of Directors’ composition by evaluating whether our Board of Directors has the right mix of skills, experience and backgrounds. Our Board of Directors may also consider an assessment of its diversity, in its broadest sense, reflecting, but not limited to, age, geography, gender and ethnicity.


Our Board of Directors identifies nominees by first evaluating the current members of our Board of Directors willing to continue in service. Current members of our Board of Directors with skills and experience relevant to our business and who are willing to continue in service are considered for re-nomination. If any member of our Board of Directors does not wish to continue in service or if our Board of Directors decides not to nominate a member for re-election, our Board of Directors will review the desired skills and experience of a new nominee in light of the criteria set forth above.


Our Board of Directors also considers nominees for our Board of Directors recommended by Shareholders. Notice of proposed stockholder nominations for our Board of Directors must be delivered in accordance with the requirements set forth in our bylaws and SEC Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Nominations must include the full name of the proposed nominee, a brief description of the proposed nominee’s business experience for at least the previous five years and a representation that the nominating stockholder is a beneficial or record owner of our common stock. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected. Nominations should be delivered to: Probe Manufacturing, Inc., Board of Directors, 17475 Gillette Ave., Irvine, California 92614, Attention: Chief Executive Officer.


Our Board of Directors will recommend the slate of directors to be nominated for election at the annual meeting of shareholders. We have not and do not currently employ or pay a fee to any third party to identify or evaluate, or assist in identifying or evaluating, potential director nominees.






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Board of Directors Role in Risk Oversight


Our Board of Directors oversees our shareholders’ interest in the long-term success of our business strategy and our overall financial strength.


Our Board of Directors is actively involved in overseeing risks associated with our business strategies and decisions. It does so, in part, through its approval of all acquisitions and business-related investments and all assumptions of debt, as well as its oversight of our executive officers pursuant to annual reviews. Our Board of Directors is also responsible for overseeing risks related to corporate governance and the selection of nominees to our Board of Directors.


In addition, the Board reviews risks related to our financial reporting. The Baord meets with our Chief Financial Officer and with representatives of our independent registered public accounting firm on a quarterly basis to discuss and assess the risks related to our internal controls. Additionally, material violations of our Code of Ethics and related corporate policies are reported to our Board of Directors.


Code of Business Conduct and Ethics


We have adopted our Code of Ethics, which contains general guidelines for conducting our business and is designed to help our directors, employees and independent consultants resolve ethical issues in an increasingly complex business environment. Our Code of Ethics applies to our Principal Executive Officer, Principal Financial Officer, and persons performing similar functions and all members of our Board of Directors. Our Code of Ethics covers topics including, but not limited to, conflicts of interest, confidentiality of information, and compliance with laws and regulations. Shareholders may request a copy of our Code of Ethics, which will be provided without charge, by writing to: Probe Manufacturing, Inc., 17475 Gillette Ave., Irvine, California 92614, Attention: Chief Executive Officer. Our Code of Ethics is also available on our website, www.probeglobal.com. If, in the future, we amend, modify or waive a provision in our Code of Ethics, we may, rather than filing a Current Report on Form 8-K, satisfy the disclosure requirement by posting such information on our website, as necessary.



COMPENSATION OF INDEPENDENT DIRECTORS

        The key objective of our non-employee directors' compensation program is to attract and retain highly qualified directors with the necessary skills, experience and character to oversee our management. We currently use equity-based compensation to compensate our non-employee directors due to our restricted cash flow position; however, we may in the future provide cash compensation to our non-employee directors. The use of equity-based compensation is designed to recognize the time commitment, expertise and potential liability relating to active Board service, while aligning the interests of our Board of Directors with the long-term interests of our shareholders. In accordance with the policy of our Board of Directors, we do not pay management directors for Board service in addition to their regular employee compensation. For a discussion of the compensation paid to our only management directors, Mr. Mahdi and Mr. Bennett, for services provided as our CEO and CFO, respectively, see the sections of this proxy statement entitled " Compensation Discussion and Analysis " and " Executive Compensation. "

        In addition to the compensation provided to our non-employee director, which is detailed below, each non-employee director is reimbursed for any reasonable out-of-pocket expenses incurred in connection with attending in-person meetings of the Board of Directors and Board committees, as well for any fees incurred in attending continuing education courses for directors.

Fiscal Years 2010 and 2011 Annual Cash Compensation

We currently do not provide cash compensation to our non-employee directors and as such did not provide any cash compensation during the years ended December 31, 2010 and 2011 and have not and will not provide cash compensation to our two non-emolyee directors for the fiscal year 2012.

Fiscal Year 2010 and 2011 Equity Compensation



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Yearly Restricted Share Awards

        Under the terms of the discretionary restricted share unit grant provisions of our 2006 Incentive Stock Plan and our 2011 Omnibus Incentive Plan, which we refer to as the 2006 Plan and 2011 Plan, respectively, each non-employee director is eligible to receive grants of restricted common stock share awards at the discretion of our Board of Directors. These yearly restricted share unit awards vest in full on the grant date. During fiscal years 2010 and 2011, our one non-employee director received a restricted common stock share award 500,000 shares of common stock under this program.

Discretionary Grants

        Under the terms of the discretionary option grant provisions of the 2006 Plan and the 2011 Plan, non-employee directors are eligible to receive stock options or other stock awards granted at the discretion of the Board of Directors. No director received stock options or other stock awards pursuant to the discretionary grant program during fiscal year 2010 or 2011.

Director Summary Compensation in Fiscal Year 2010 & 2011

        The following table sets forth the fiscal years 2010 and 2011 compensation for our non-employee directors.

Name

Fees Earned or Paid in Cash ($) (1)

Stock Awards ($) (2)

Total ($)

Shervin Talieh

 $                  -   

 $            1,800

 $              1,800

Robert Young(3)

 $                  -   

 $            -

 $              -


(1)

This column represents the amount of cash compensation earned in fiscal year 2010 and 2011 for Board and committee service.

(2)

This column represents the grant date fair value of restricted share awards granted in fiscal year 2011 in accordance with FASB ASC Topic 718. The grant date fair value of restricted share unit awards is the closing price of our common stock shares on the date of grant.

(3)

Robert Young was appointed to the Board of Directors on June 11, 2012 and is entitled to receive 500,000 shares of Probe’s common stock for each year Mr. Young serves as a member of our Board of Directors.

Change of Control and Termination Provisions

        We currently do not having any stock options issued and outstaning to our non-employee directors. In the event of a dissolution or liquidation of the company or if we are acquired by merger or asset sale or in the event of other change of control events, no acceleration of the termination of any of the restrictions applicable to Restricted Shares, Restricted Stock Unit Awards, Options or Stock Appreciation Rights as defined in the 2011 Plan shall occur in the event of a change in control, unless otherwise provided by our Board of Directors or committee thereof, in such grant.



TO AUTHORIZE AND APPROVE A REVERSE STOCK SPLIT OF THE

COMPANY’S ISSUED AND OUTSTANDING COMMON STOCK BY A RATIO OF TEN-TO-ONE



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(PROPOSAL 2)


Overview


The Stockholders are being asked to authorize and approve a reverse stock split of our issued and outstanding shares of common stock on a ten-for-one (“10:1”) basis, whereby each 10 shares of common stock will be exchanged for one new share of common stock (the “Reverse Split”). The Board has adopted a resolution (i) declaring the advisability of the Reverse Split, subject to Stockholder approval, (ii) in connection therewith, has authorized our executive management team to make all the necessary state and federal regulatory filings to effectuate the Reverse Split, subject to stockholder approval, and (iii) authorizing any other action it deems necessary to effect the Reverse Split, without further approval or authorization of the Company’s stockholders, at any time on or prior to the date of the 2013 annual stockholder meeting. If the proposed Reverse Split is approved, our Board would have the discretion to elect, as it determines to be in the best interests of the Company and its Stockholders, to effectuate the Reverse Split at the determined exchange ratio at any time before our 2013 annual stockholder meeting. The Board may elect not to implement the approved Reverse Split at its sole discretion. The Board believes that approval of the proposal granting this discretion to the Board provides the Board with appropriate flexibility to achieve the purposes of the Reverse Split, if implemented, and to act in the best interests of the Company and its Stockholders.


The Purpose for which the Board would Effect the Reverse Split


In order to attempt to proportionally raise the per share price of our common stock, to obtain a more reasonable and balanced capital structure and to attract institutional investors, the Board of Directors believes that it is in the best interests of our stockholders for the Board to obtain the authority to implement the Reverse Split.


To accomplish the Reverse Split, we would file a Certificate of Change with the Nevada Secretary of State pursuant to the Nevada Revised Statute Section 78.209. If the Board elects to implement the Reverse Split, the number of issued and outstanding shares of our Common Stock would be reduced in accordance with the selected exchange ratio for the Reverse Split. The number of authorized shares of the Common Stock would remain unchanged. The Reverse Split would become effective upon filing the Certificate of Change with the Nevada Secretary of State and approval by OTC QB governing authority. No further action on the part of Stockholders would be required to either effect or abandon the Reverse Split. If the Board does not implement the Reverse Split prior to our 2013 annual stockholder meeting, the authority granted in this proposal to implement theReverse Splitsplit will terminate. The Board reserves its right to elect not to proceed and abandon the Reverse Split if it determines, in its sole discretion, that this proposal is no longer in the best interests of our Stockholders.


Potential Effects of the Reverse Split


The immediate effect of the Reverse Split would be to reduce the number of shares of the issued and outstanding Common Stock and to proportionately increase the trading price of such Common Stock. However, the effect of any effected Reverse Split upon the market price of our Common Stock cannot be predicted, and the history of reverse stock splits for companies in similar circumstances sometimes improves stock performance, but in many cases does not. There can be no assurance that the trading price of the Common Stock after the Reverse Split will rise in proportion to the reduction in the number of shares of our Common Stock outstanding as a result of the Reverse Split or remain at an increased level for any period. Also, there is no assurance that a reverse stock split would not eventually lead to a decrease in the trading price of the Common Stock, that the trading price would remain above the thresholds required by the OTC QB or that we will be able to continue to meet the other continued listing requirements of the OTC QB. The trading price of the Common Stock may change due to a variety of other factors, including our operating results, other factors related to our business and general market conditions.


Effects on Ownership by Individual Stockholders


If we implement the Reverse Split, the number of shares of our Common Stock held by each Stockholder would be reduced by multiplying the number of shares held immediately before the Reverse Split by ten (10), and then rounded up to the nearest whole share. The Reverse Split would not affect any Stockholder’s percentage ownership



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interests in the Company or proportionate voting power, except to the extent that interests in fractional shares would be rounded up to the nearest whole share.


Effect on Options, Warrants and Other Securities


In addition, all outstanding options, warrants and other securities entitling their holders to purchase shares of our Common Stock would be adjusted as a result of the Reverse Split, as required by the terms of these securities. In particular, proportionate adjustments will be made to the exercise price per share and the number of shares issuable upon the exercise of all outstanding options, entitling the holders to purchase shares of our Common Stock, which will result in approximately the same aggregate price being required to be paid for such options upon exercise immediately preceding the reverse stock split. Also, the number of shares reserved for issuance under any existing employee stock option plans would be reduced proportionally based on the selected exchange ratio of the Reverse Split.


Other Effects on Outstanding Shares


If the Reverse Split is implemented, the rights and preferences of the outstanding shares of the Common Stock would remain the same after the Reverse Split. Each share of Common Stock issued pursuant to the Reverse Split would be fully paid and non-assessable. The Reverse Split would result in some Stockholders owning "odd-lots" of less than 100 shares of the Common Stock. Brokerage commissions and other costs of transactions in odd-lots are generally higher than the costs of transactions in "round-lots" of even multiples of 100 shares.


Authorized Shares of Common Stock


The Reverse Split, if implemented, would not change the number of authorized shares of the Common Stock as designated by our Articles of Incorporation. Therefore, because the number of issued and outstanding shares of Common Stock would decrease, the number of shares remaining available for issuance under our authorized pool of Common Stock would increase.


The additional shares of Common Stock that would become available for issuance if the Reverse Split is approved could also be used by our management to oppose a hostile takeover attempt or delay or prevent changes of control or changes in or removal of management, including transactions that are favored by a majority of the Stockholders or in which the Stockholders might otherwise receive a premium for their shares over then-current market prices or benefit in some other manner. Although the proposed Reverse Split has been prompted by business and financial considerations, Stockholders nevertheless should be aware that approval of the proposal could facilitate future efforts by Company management to deter or prevent a change in control of the Company. The Board has no plans to use any of the additional shares of Common Stock that would become available following the approval of the Reverse Split, if any, for any such purposes.


Procedure for Implementing the Reverse Split


If Stockholders approve the proposed Reverse Split, the Board may elect whether or not to declare a Reverse Split at any time before our 2013 annual stockholders meeting. The Reverse Split would be implemented by filing a Certificate of Change with the Nevada Secretary of State, and the Reverse Split would become effective on the date the filing is accepted by the Nevada Secretary of State.


As of the effective date of the Reverse Split, each certificate representing shares of our Common Stock before the Reverse Stock Split would be deemed, for all corporate purposes, to evidence ownership of the reduced number of shares of our Common Stock resulting from the Reverse Split. All shares, underlying options and warrants and other securities would also be automatically adjusted on the effective date.


Accounting Consequences




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The par value per share of our Common Stock would remain unchanged after the Reverse Stock Split. As a result, on the effective date of the Reverse Stock Split, the stated capital on our balance sheet attributable to the Common Stock will be reduced proportionally, based on the selected exchange ratio of the Reverse Stock Split, from its present amount, and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. The per share Common Stock net income or loss and net book value will be increased because there will be fewer shares of the Common Stock outstanding. We do not anticipate that any other accounting consequences would arise as a result of the Reverse Stock Split.


Fractional Shares


We will not issue fractional shares in connection with the Reverse Split. In order to avoid the expense and inconvenience of issuing and transferring fractional shares of our Common Stock to Stockholders who would otherwise be entitled to receive fractional shares of Common Stock following the Reverse Split, any fractional shares which result from the Reverse Split will be rounded up to the next whole share.


No Appraisal Rights


Under the Nevada Revised Statutes, shareholders are not entitled to appraisal rights with respect to the proposed Reverse Split.


United States Federal Income Tax Consequences of the Reverse Split


The following is a summary of important U.S. tax considerations of the Reverse Split. It addresses only Stockholders who hold the pre-Reverse Split shares and post-Reverse Split shares as capital assets. It does not purport to be complete and does not address Stockholders subject to special rules, such as financial institutions, tax-exempt organizations, insurance companies, dealers in securities, mutual funds, foreign stockholders, stockholders who hold the pre-Reverse Split shares as part of a straddle, hedge, or conversion transaction, stockholders who hold the pre-Reverse Split shares as qualified small business stock within the meaning of Section 1202 of the Internal Revenue Code of 1986, as amended (the "Code"), stockholders who are subject to the alternative minimum tax provisions of the Code, and stockholders who acquired their pre-Reverse Split shares pursuant to the exercise of employee stock options or otherwise as compensation. This summary is based upon current law, which may change, possibly even retroactively. It does not address tax considerations under state, local, foreign, and other laws. Furthermore, we have not obtained a ruling from the Internal Revenue Service or an opinion of legal or tax counsel with respect to the consequences of the Reverse Split. Each stockholder is advised to consult a qualified tax advisor.


The proposed Reverse Split is intended as a "reorganization" within the meaning of Section 368 of the Code. Assuming the Reverse Split qualifies as a reorganization, a Stockholder generally will not recognize gain or loss on the Reverse Split. The aggregate tax basis of the post-Reverse Stock Split shares received will be equal to the aggregate tax basis of the pre-Reverse Split shares exchanged therefor (excluding any portion of the holder’s basis allocated to fractional shares), and the holding period of the post-Reverse Split shares received will include the holding period of the pre-Reverse Split shares exchanged. The rounding up in respect of fractional shares will not result in a taxable event to a Stockholder; however, there will be an adjustment to the Stockholder’s basis equal to the fractional share times the market value on the date of issuance. No gain or loss will be recognized by us as a result of the Reverse Split.


Recommendation


The Board of Directors recommends a vote FOR the proposed Reverse Split.


RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

(Proposal No. 3)





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Our Board of Directors has ratified the appointment of the firm of W.T. Uniack & Co, CPA’s, P.C. to continue as our independent registered public accounting firm for the year ending December 31, 2013, subject to ratification of the appointment by our Shareholders. If our Shareholders do not ratify the appointment of W.T. Uniack & Co, CPA’s, P.C., the Board of Directors will reconsider whether to retain W.T. Uniack & Co, CPA’s, P.C. but may decide to retain W.T. Uniack & Co, CPA’s, P.C. as our independent registered public accounting firm. Even if the appointment is ratified, the Board of Directors in its discretion may change the appointment at any time during the year if it determines that a change would be in the best interests of us and our Shareholders.


Assuming the presence of a quorum in person or by proxy at the 2012 Annual Meeting of Shareholders, the affirmative vote of a majority of all votes cast at the annual meeting is required to ratify the appointment of W.T. Uniack & Co, CPA’s, P.C. as our independent registered public accounting firm for the year ending December 31, 2013.


Our Board of Directors recommends a vote FOR the ratification of the appointment of W.T. Uniack & Co, CPA’s, P.C.  as our independent registered public accounting firm for the year ending December 31, 2013, and proxies solicited by our Board of Directors will be voted in favor of such ratification unless a stockholder indicates otherwise on the proxy.


RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM;

AUDIT AND NON-AUDIT FEES


W.T. Uniack & Co, CPA’s, P.C. has served as our independent registered public accounting firm since November 10, 2008 and audited our financial statements for the period for the years ended December 31, 2010 and December 31, 2011.


The following table lists the fees for services billed by our independent registered public accounting firm in 2010 and 2011:


Services:

2011

2010

Audit Fees (1)

 $          24,000

 $          24,000

Audit Related Fees (2)

                     -   

                     -   

Tax Fees (3)

                  985

                  985

Total

 $          24,985

 $          24,985





(1)

Audit fees billed in 2010 and 2011 consisted of fees related to the audit of our annual financial statements, reviews of our quarterly financial statements, and statutory and regulatory audits, consents and other services related to filings with the SEC.

(2)

Audit-related fees related to financial accounting and reporting consultations, assurance and related services.

(3)

Tax services consist of tax compliance and tax planning and advice.


The Board of Directors pre-approves all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for us by our independent registered public accounting firm, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(b) of the Exchange Act and the rules and regulations of the SEC. All services rendered by W.T. Uniack & Co, CPA’s, P.C. for the year ended December 31, 2010 and 2011 were pre-approved in accordance with the policies and procedures described above.


Auditor Independence


The Board of Directors has considered whether the provision of the above noted services is compatible with maintaining our independent registered public accounting firm’s independence and has concluded that the provision of such services has not adversely affected the independent registered public accounting firm’s independence.


BOARD OF DIRECTORS AUDIT REPORT TO SHAREHOLDERS


Since we do not have a standing Audit Committee our full Borad of Directors oversees our financial reporting process. Our management has the primary responsibility for our financial statements as well as our financial



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reporting process, principles and internal controls. The independent registered public accounting firm is responsible for performing an audit of our financial statements and expressing an opinion as to the conformity of such financial statements with accounting principles generally accepted in the United States of America.


In this context, the Borad of Directors has reviewed and discussed our audited financial statements as of December 31, 2011 and December 31, 2010 with management and the independent registered public accounting firm. The Borad of Directors has discussed with the independent registered public accounting firm the matters required to be discussed by the Statement on Auditing Standards No. 61, Professional Standards , as amended. In addition, the Borad of Directors has received the written disclosures and the letter from the independent registered public accounting firm required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees , as currently in effect, and it has discussed their independence with us.


Based on the reports and discussions described above, the Borad of Directors recommended to our management that the audited financial statements be included in our 2011 Annual Report on Form 10-K filed with the SEC on April 9, 2012.


Board of Directors:


Kambiz Mahdi, Chairman, Secretary

John Bennett

Shervin Talieh

Robert Young



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EXECUTIVE OFFICERS

        The names, ages and positions of our executive officers as of November 5, 2012 are as follows:

Name

Age

Position

Kambiz Mahdi

47

Chief Executive Officer, Secretary and Chairman

John Bennett

52

Chief Financial Officer and Member of Board of Directors

The biographies of Mr. Mahdi and John Bennett can be found on page 4 in this proxy statement under the heading entitled “ Information about Director Nominees .”

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Philosophy and Objectives

        We believe that the quality, skills and dedication of our executive officers are critical factors affecting the company's performance and shareholder value. Accordingly, the key objective of our compensation programs is to attract, retain and motivate superior executive talent while maintaining an appropriate cost structure. In addition, our compensation programs are designed to link a substantial component of our executives' compensation to the achievement of performance goals that directly correlate to the enhancement of shareholder value. Finally, our compensation programs are designed to have the right balance of short and long-term compensation elements to ensure an appropriate focus on operational objectives and the creation of long-term value.

        To accomplish these objectives, the Board of Directors has structured our compensation programs to include the following key features and compensation elements:

base salaries, which generally are set below the median of our peer group companies and take into consideration the Company’s cash flow and revenues;


equity-based compensation, which aligns our executives' interests with those of our shareholders and promotes executive retention; and


in most cases, both our performance-based and service-based restricted share units will provide for vesting over four years, thereby promoting the enhancement of long-term shareholder value and executive retention.


        The Board also generally seeks to compensate its executives through determinable base cash salaries that are sensitive to the company’s cash resources but that also provide for motivational incentive and maintain continuity of management.  In addition, executives are given equity awards to reward performance based on the company’s growth and economic achievements. The Board does not maintain fixed policies for allocating among current and long-term compensation or among cash and non-cash compensation. Instead, the Board maintains flexibility and adjusts different elements of compensation based upon its evaluation of the key compensation goals set forth above.


The Board seeks to maintain a balance among fixed and variable compensation, cash and equity, and annual and longer-term incentive compensation to mitigate the risk arising from any element of compensation. While compensation levels may differ among NEOs based on competitive factors, and the performance, job criticality, experience and skill set of each specific NEO, there are no material differences in the compensation philosophies, objectives or policies for our NEOs. We do not maintain a policy regarding internal pay equity.




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Compensation Committee

We currently do not have a standing compensation committee of our Board of Directors at the current time, which is again due to the size of our operations. As our company grows, we plan to establish a compensation committee to address this specific area.  The functions of a compensation committee are currently being performed by our four-member Board.


Independent Consultants and Advisors

        The Board has the authority to retain and terminate any independent, third-party compensation consultants and to obtain advice and assistance from internal and external legal, accounting and other advisors. During our 2011 fiscal year, the Board engaged the EMCI/Hanover Group (“EMCI”), an independent third-party, as its independent adviser for certain executive compensation matters. EMCI was retained by the Board to provide an independent review of the company's executive compensation programs, including an analysis of both the competitive market and the design of the programs. More specifically, EMCI furnished the Board with letter reporting on the fairness of the employment contracts entered into with our chief executive officer and chief financial, which he reported as both fair and necessary to provide for continuity of management, motivational incentive and economic reward, given the progress of the company for the last two fiscal years. The company paid EMCI $1,000.00 for its consulting services related to the above mentioned advisory services.

Role of Executive Officers in Compensation Decisions

        Since our Board is composed of our chief executive officer and our chief financial officer, our executives are directly involved in all facets of our compensation structure and in the implementation of the long-term executive agreements entered into with our chief executive officer and our chief financial officer.  However, in determining the fairness, which took into account the company’s revenue growth and the benefit to our shareholders in providing continuity of management at this critical stage in the company’s growth makes, the considerations and recommendations of the third independent Board member and the EMCI were heavily weighted.  

Fiscal Year 2011 Executive Compensation

Summary of Fiscal Year 2011 Compensation Decisions

        The company achieved significant growth in revenue, as well as in adjusted and GAAP operating income, net income and earnings per share. We realized strong revenue growth across all of our market segments, maintaining a diversified and balanced business portfolio. As a result of the company's excellent performance in fiscal years 2010 and 2011, we decided in 2011 to enter into long-term employment agreement with our CEO and CFO to ensure continuity of management. The agreements are discussed in this proxy statement under the heading entitled “ Executive Employment Agreements .”

         Elements of Compensation

        

We may allocate compensation among the following components for our named executive officers:

base salary;

annual incentive bonus awards;

performance-based and service-based stock incentive awards;

performance based deferred compensation; and