All of the 1,000,885 shares held by the Koss Family Trust are included in the number of shares shown as beneficially owned by Michael J. Koss (see Note (5), above) and John C. Koss, Jr. (see Note (9), above). Under the policy, the Audit Committee is to specifically pre-approve before the filing of the Form 10-K Annual Report for the previous fiscal year any recurring audit and audit-related services to be provided during the following fiscal year. The Company’s Annual Report to Stockholders, which includes the Company’s audited financial statements for the year ended June 30, 2019, although not a part of this Proxy Statement, is delivered herewith. Even if the selection of WIPFLI is ratified, the Audit Committee of the Board may, in its discretion, appoint a different firm at any time during the year if the Audit Committee feels that such a change would be in the best interests of the Company and its stockholders. Our executive compensation packages do not provide tax gross ups for our executives. Koss Corp.’s accounting system could not lock out changes made after the end of the month, and there was no audit trail. For more information about the Audit Committee meetings, see the “Audit Committee Report.” The Audit Committee is governed by a written charter, which was amended in fiscal year 2019 and approved and adopted by the Board. 2. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. MILWAUKEE , May 11, 2017 (GLOBE NEWSWIRE) -- Koss Corporation (NASDAQ:KOSS), the U.S. based high-fidelity headphone company, has reported its third quarter results for the quarter ended … MILWAUKEE , Oct. 29, 2020 (GLOBE NEWSWIRE) -- Koss Corporation (NASDAQ SYMBOL: KOSS), the U.S. based high-fidelity headphone company, has reported its first quarter results for the quarter ended September 30, 2020. In addition, Mr. Koss’s extensive senior leadership experience in various positions gives him a broad understanding of the types of operational, financial and strategic issues that affect the Company. Steven A. Leveen, 64, has been a director of the Company since 2015. The Company will reimburse brokerage firms, custodians and nominees for their out-of-pocket expenses incurred in forwarding proxy materials to beneficial owners. Michael J. Koss, 65, has held various positions at the Company since 1976 and has been a director of the Company since 1985. The former chairman is 89 years old and began receiving payments from this benefit upon his retirement from the Company during fiscal year 2015. Holding an annual advisory vote on executive compensation will provide the Company with more direct and immediate feedback on our compensation disclosures. Accounts are adjusted each year to reflect the investment experience of the trust. STOCKHOLDERS VOTE “FOR” THE ELECTION OF ALL NOMINEES. Audit Committee Pre-Approval Policies and Procedures. The Company has certain benefit plans and arrangements which are available to the CEO and certain of the executives of the Company set forth in the Summary Compensation Table above (the “Named Executive Officers”) including the following: Supplemental Medical Care Reimbursement Plan. If any correspondence is addressed to the Board or to a member of the Board, that correspondence is forwarded directly to the Board or a member of the Board. 1301, Communications with Audit Committees; (iii) received the written disclosures and the letter from WIPFLI, the Company’s independent registered public accounting firm, required by the PCAOB regarding the independent registered public accounting firm’s communications with the audit committee concerning independence, and has discussed such matters with representatives of WIPFLI; (iv) based on the discussions referred to above, recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2019, for filing with the SEC; and. He said audit committee chair is a demanding and time-consuming job. The Board of Directors is soliciting the stockholders’ proxies, the cost of which will be borne by the Company. WIPFLI has served the Company as its independent registered public accounting firm since March 4, 2019. Properly executed proxies received by the Company will be voted in the manner directed herein by the undersigned stockholder. SCHEDULE 14A INFORMATION. The Company's policy is that absent extraordinary circumstances, each member of the Board shall attend each annual stockholder meeting in person. The main components of our executive compensation program are base salary and incentive awards, including both cash-based and equity-based awards. Principal Financial Group serves as trustee, as such, they hold dispositive power with respect to (and are therefore deemed under applicable SEC rules to beneficially own) all 395,442 KESOT shares. Releases Second Quarter Results. In January, he was removed as head of that committee, but still remains on the board and on the audit committee. Car leases and related expenses were paid by the Company for John Koss, Jr. in the amount of $14,242 in 2019 and $14,556 in 2018, and premiums were paid by the Company for life insurance in the amount of $4,954 in 2019 and $4,710 in 2018. The committee should consider how it will execute these responsibilities to satisfy itself that all information is presented fairly and in a transparent manner. Washington, D.C. 20549. Answers: e. What was the audit committee’s responsibility to notice that something looked amiss in the financial statements? We believe that the backgrounds and skills of our directors bring a diverse range of experience, opinion and perspectives to the Board. Nominating Committee and Director Nomination Process. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END. Michael J. Koss received $12,250 in 2019 and $19,219 in 2018 in Company matching contributions under the Company’s 401(k) Plan. Audit committees of public companies such as Koss should also have at least one from BSA 33 at Silliman University, Dumaguete City Williamson in 1974 and became President and Chief Operating Officer in 1982. Directors who are not also employees of the Company receive an annual retainer of $17,000, plus $2,500 per director for each Board meeting attended, $1,500 per director for each committee meeting attended, $5,000 per year for the audit committee chair for service on this committee and $2,500 per year for other committee chairs for service for each remaining committee. (v) concluded that WIPFLI's provision of audit and non–audit services to the Company is compatible with their independence. The following identifies the nominees for the five director positions and provides information as to their business experience for the past five years. The Company leases its facility in Milwaukee, Wisconsin from Koss Holdings, LLC, which is wholly-owned by the former chairman. Ct.-Milwaukee Cnty. STOCKHOLDERS VOTE FOR HOLDING A NON-BINDING, ADVISORY VOTE. The Company may elect to pay the purchase price in cash or may elect to pay cash equal to 25% of the total amount due and to execute a promissory note at the prime rate of interest for the balance payable over four years.