SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant
[X]xFiled by a Party other than the Registrant:
[_]¨Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [_] Definitive Additional Materials [_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
¨ Preliminary Proxy Statement
¨ Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2))
x Definitive Proxy Statement
¨ Definitive Additional Materials
¨ Soliciting Material Pursuant to § 240.14a-11(c) or § 240.14a-12 OYO Geospace Corporation
(Name(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required. [_] Fee computed on 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 fee 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:[LOGO] OYO GEOSPACE January 27,
x No fee required.
¨ Fee computed on 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 fee 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: December 10, 2003
Dear Fellow Stockholder:
I am pleased to invite you to attend OYO Geospace
Corporation's 2003Corporation’s 2004 AnnualStockholders'Stockholders’ Meeting. We will hold the meeting at 9:00 a.m. onFriday,Thursday, the28th8th ofFebruary 2003, in the Searls RoomJanuary 2004, at theSugar Creek Country Club, 420 Sugar Creek Boulevard, Sugar Land, Texas.company’s corporate headquarters at 7007 Pinemont Drive, Houston, Texas, 77040-6601.Following this letter you will find the formal Notice of Meeting and a proxy statement which describes the action to be taken at the meeting. We have enclosed a proxy card so that you may grant your proxy to be voted as you indicate. We have also enclosed a copy of our
20022003 Annual Report. We encourage you to read these materials.Your vote is important.Please complete and mail your proxy card promptly, whether or not you plan to attend the annual meeting. If you attend the meeting you may vote in person even if you have mailed a signed and dated proxy.
The board of directors recommends that you voteFOR the election of directors as described in the attached proxy statement.
Thank you for your cooperation. The rest of the board of directors and I look forward to seeing you at the meeting.
Very truly yours,
/s/ Gary OwensGary D. Owens
Chairman of the Board, President
and Chief Executive Officer
OYO Geospace Corporation
12750 South Kirkwood, Suite 200 Stafford,7007 Pinemont Drive
Houston, Texas
77477 January 27,77040-6601December 10, 2003
Notice of Annual Meeting of Stockholders to Be Held
February 28, 2003January 8, 2004The Annual Meeting of the Stockholders of OYO Geospace Corporation will be held at 9:00 a.m. on
Friday,Thursday, the28th8th ofFebruary 2003, in the Searls RoomJanuary 2004, at theSugar Creek Country Club, 420 Sugar Creek Boulevard, Sugar Land,company’s corporate headquarters at 7007 Pinemont Drive, Houston, Texas, to electthreetwo directors, each to hold office until the20062007 Annual Meeting of Stockholders or until his successor is duly elected and qualified and to transact such other business as may properly come before the meeting or any adjournment thereof.The holders of record of OYO Geospace Corporation common stock at the close of business on
December 31, 2002November 14, 2003 will be entitled to vote at the meeting.By order of the Board of Directors,
/s/Charles H. Still
Charles H. StillSecretary
YOUR VOTE IS IMPORTANT
Whether or not you plan to attend the meeting, please sign, date and mail the enclosed proxy card promptly. If you attend the meeting you may vote in person even if you have mailed a signed and dated proxy.
OYO Geospace Corporation
Proxy Statement
January 27,December 10, 2003
The board of directors of OYO Geospace Corporation (the “Company”) is soliciting proxies from its stockholders for the annual meeting of stockholders to be held at 9:00 a.m. on
Friday,Thursday, the28th8th ofFebruary 2003, in the Searls RoomJanuary 2004, at theSugar Creek Country Club, 420 Sugar Creek Boulevard, Sugar Land,Company’s corporate headquarters at 7007 Pinemont Drive, Houston, Texas,orand for any adjournment thereof.You are entitled to vote at that meeting if you were a holder of record of
OYO Geospace Corporationthe Company’s common stock at the close of business on November 14, 2003. On December31, 2002. On January 27,10, 2003, we began mailing to stockholders entitled to vote at the meeting a proxy card, this proxy statement and our20022003 Annual Report. OnDecember 31, 2002,November 14, 2003, there were5,547,7955,554,624 shares ofOYO Geospace Corporationthe Company’s common stock outstanding. Each share of common stock entitles the holder to one vote on each matter considered at the meeting.Your proxy card will appoint Dr. Thomas L. Davis and Ernest M. Hall, Jr. as proxy holders, or your representatives, to vote your shares as you indicate. If you sign, date and return your proxy card without specifying voting instructions, the proxy holders will vote your sharesFOR the election of the director nominees named in this proxy statement.
Signing, dating and returning your proxy card does not preclude you from attending the meeting and voting in person. If you submit more than one proxy, the latest-date proxy will automatically revoke your previous proxy. You may revoke your proxy at any time before it is voted by sending written notice, to be delivered before the meeting, to: Computershare Investor Services, 350 Indiana Street, Suite 800, Golden, Colorado 80401.
The enclosed form of proxy provides a means for you to vote for the director nominees listed in this proxy statement or to withhold authority to vote for such nominees.
The board of directors expects the nominees named in this proxy statement to be available for election. If any nominee is not available, the proxy holders may vote your shares for a substitute if you have submitted a signed and dated proxy card that does not withhold authority to vote for nominees.
We are not aware of any matters to be brought before the meeting other than those described in this proxy statement.
At this time, no other matters may be properly brought before the meeting by a stockholder since, under the company's by-laws, no notice thereof was received by the company by December 29, 2002.If any other matters not now known are properly brought by thecompanyCompany before the meeting, and if you return a signed, dated proxy card, the proxy holders may vote your shares in their discretion as to those other matters.No business can be conducted at the meeting unless a majority of all outstanding shares entitled to vote
areis either present at the meeting in person or represented by proxy. Thethreetwo nominees who receive the most votes will be elected to thethreetwo open directorships even if they receive less than a majority of the votes cast. Abstentions and broker non-votes are counted as shares present for determining a quorum, but they are not counted as votes for or against any director and will not affect the outcome of the election of directors.Representatives of Computershare Investors Services, the transfer agent and registrar for the common stock, will act as the inspectors of election at the meeting.
PROPOSAL: ELECTION OF DIRECTORS
At the meeting, the stockholders will elect
threetwo directors. The board of directors is divided into three classes, each class being composed as equally in number as possible. The classes have staggered three-years terms, with the term of one class expiring at each annual meeting of stockholders.The directors in Class
II,III, whose terms expire at the meeting, areKatsuhiko Kobayashi, Michael J. SheenSatoru Ohya andCharles H. Still. Katsuhiko Kobayashi, Michael J. SheenGary D. Owens. Satoru Ohya andCharles H. StillGary D. Owens are nominees to serveinas ClassIIIII directors for another three-year term expiring at the2006 Annual Meeting of Stockholders. The directors in Class III are serving terms that expire at the 20042007 Annual Meeting of Stockholders. The directors in Class I are serving terms that expire at the 2005 Annual Meeting of Stockholders. The directors in Class II are serving terms that expire at the 2006 Annual Meeting of Stockholders.Information regarding the director nominees and directors whose terms will continue
followingafter the meeting follows.
Class I Directors
(Terms Expiring at the 2005 Annual Meeting of
Stockholders)
Age Position Director
SinceThomas L. Davis, Ph.D. (a)(b)
56 Director 1997 Ernest M. Hall, Jr.
78 Director 1994 Nominees for Election for Class II
(Terms Expiring at the 2006 Annual Meeting of
Stockholders)
Katsuhiko Kobayashi (a)
58 Director 1995 Michael J. Sheen
55 Senior Vice President and
Chief Technical Officer, Director
1997 Charles H. Still (a)(b)
61 Director 1997 Class III Directors
(Terms Expiring at the 2004 Annual Meeting of
Stockholders)
Satoru Ohya
71 Director 1994 Gary D. Owens
56 Chairman of the Board, President
and Chief Executive Officer
1997
Class I Directors (Terms Expiring at the 2005 Annual Meeting of Director Stockholders) Age Position SinceThomas L. Davis, Ph.D.(a) (b)......... 55 Director 1997 Ernest M. Hall, Jr................. 77 Director 1994 Nominees for Election for Class II (Terms Expiring at the 2006 Annual Meeting of Stockholders) Katsuhiko Kobayashi(a)............. 57 Director 1995 Michael J. Sheen................... 54 Senior Vice President and 1997 Chief Technical Officer, Director Charles H. Still(a)(b)............. 60 Director 1997 Class III Directors (Terms Expiring at the 2004 Annual Meeting of Stockholders) Satoru Ohya........................ 70 Director 1994 Gary D. Owens...................... 55 ChairmanMember of the Board, President 1997 and Chief Executive OfficerAudit Committee.- -------- (a) Member of the Audit Committee. (b) Member of the Compensation Committee.
(b) Member of the Compensation Committee. Background of Nominees and Continuing Directors
Thomas L. Davis, Ph.D. became a director in connection with our initial public offering in November 1997. Dr. Davis is a Professor of Geophysics at the Colorado School of Mines, where he has worked since 1980. He has also been a coordinator of the Reservoir Characterization Project, an industry consortium of the Colorado School of Mines, since it was founded in 1985, with the objective of characterizing reservoirs through development and application of 3-D and time lapse 3-D multicomponent seismology. Dr. Davis consults and lectures worldwide and has written and co-edited numerous papers and other works in the field of seismic interpretation.
Ernest M. Hall, Jr.has been a director since the
company'sCompany’s formation in September 1994. From then until his retirement in July 1997, Mr. Hall served asthePresident and Chief ExecutiveOfficer.Officer of the Company. He served as President of OYO Corporation U.S.A.("(“OYO U.S.A."”), the holder of a majority of thecompany'sCompany’s common2
stock, from 1985 until 1995 and again from October 1, 1997 until May 31, 2002.
From 1980 to 1985,Currently, Mr. Hallservedis serving as a consultant to OYO U.S.A.and has been serving againHe served as a consultant toOYO U.S.A. as well as tothecompany sinceCompany from June 1,2002. 22002 until April 30, 2003. Katsuhiko Kobayashijoined OYO Corporation, the sole shareholder of OYO U.S.A., in 1995 and has been a
Managing Directordirector since March19991997 and a senior executive officer since March 2001. Mr. Kobayashi was elected to serve as the President of OYO U.S.A. on May 31, 2002 and is currently serving in that position. He has served as a director of the Company since 1995. From 1967 to 1995, Mr. Kobayashi was employed by Sanwa Bank in its international banking area, where he last held the position of general manager of the International Credit Administration Department from 1993 to 1995.Michael J. Sheenjoined the
companyCompany as Senior Vice President and Chief Technical Officer in August 1997 and became a director in connection with our initial public offering inNovember1997. Mr. Sheen had been a Senior Vice President and Chief Technical Officer of Input/Output, Inc.("I/O")beginning in 1991 and had held other positions atI/OInput/Output, Inc. starting in 1977.Charles H. Stillbecame a director in connection with our initial public offering in
November1997. He has been Secretary, serving in a non-executive capacity, since thecompany'sCompany’s formation in September 1994 and Secretary of various affiliates and predecessors of thecompanyCompany since 1980. He has been a partner in the law firm of Fulbright & Jaworski L.L.P. since 1975.Satoru Ohya, who is a geologist by education at Tokyo University, was Chairman of the Board from the
company'sCompany’s formation in September 1994 until Mr.Owens'Owens’ election to that position September 1997, and he has continued as a director.HeMr. Ohya was President of OYO Corporation from 1993 until 2001 and served as Chairman of the board from 2001 to 2003. He is currently serving as an Executive Advisor to the board of OYO Corporation. Mr. Ohya has been serving as the Chairman of OYOCorporation and OYOU.S.A. sinceMarch 2001.1993. For a period of approximately 40 years prior to 2002, Mr. Ohya was an employee or officer of OYO Corporation and of various of its affiliates, including serving as Chief Executive Officer of thecompany'sCompany’s predecessors from 1983 to 1994.Gary D. Owensjoined the
companyCompany as President and Chief Executive Officer inAugust1997 and became a director and Chairman of the Board inSeptember 1997.that year. From October 1993 until May of 1997, Mr. Owens was the President and Chief Executive Officer ofI/O.Input/Output, Inc. Mr. Owens had held other positions atI/OInput/Output, Inc. beginning in 1977.Committees of the Board of Directors and Meeting Attendance
Note: New corporate governance rules of Nasdaq, other than those relating to the Company’s audit committee, will not be applicable to the Company because it is controlled by OYO U.S.A. Securities and Exchange Commission and Nasdaq rules as to audit committee composition will apply after October 31, 2004, and may necessitate board changes. The Board of Directors of the Company has not made a determination that any member of its audit committee is a financial expert because it appears likely that, prior to October 31, 2004, additional directors will be recruited to the Board to meet new Securities and Exchange Commission and Nasdaq requirements as to audit committee members. It appears at present that, regardless of whether either might qualify as a financial expert, neither Mr. Kobayashi nor Mr. Still will meet the new strict requirements for audit committee membership under the Sarbanes-Oxley Act and rules promulgated thereunder applicable after such date. Accordingly, the Board has postponed the determination of financial expert status until decisions are made with respect to Board changes necessitated by such laws.
The board of directors has an audit committee and compensation committee. The board of directors has not established a nominating or governance committee.
The audit committee is charged with, among other tasks, recommending to the entire board the engagement and discharge of independent auditors of the financial statements of the
company,Company, reviewing and pre-approving3
the professional
serviceservices provided by independent auditors, reviewing the independence of independent auditors, reviewing with the auditors the plan and results of the auditing engagement, considering the range of audit and non-audit fees and reviewing thecompany'sCompany’s system of internal accounting controls. The audit committee metseveneight times during the fiscal year ended September 30,2002.2003. The auditcommittee'scommittee’s report appears below in this proxy statement.The compensation committee is charged with recommending to the entire board the compensation to be paid to officers and key employees of the
companyCompany and the compensation of members of the board of directors. The compensation committee also makes recommendations to the entire board regarding the grant of stock options and restricted stock awards. The compensation committee met four times during the fiscal year ended September 30,2002.2003. The compensationcommittee'scommittee’s report on executive compensation for fiscal20022003 appears below in this proxy statement.The board of directors met four times during the fiscal year ended September 30,
2002.2003.Each director attended, in person or by telephone, at least 75% of the meetings held by the board of directors and by the committees on which the director
served. 3served, except for Mr. Ohya who participated in 50% of the meetings. Audit Committee Report
We have reviewed and discussed the
company'sCompany’s audited financial statements for the year ended September 30,20022003 with management and have discussed with PricewaterhouseCoopers LLP, certified public accountants, the independent auditorsand accountantsfor thecompany,Company, the matters required to be discussed by SAS 61 (Codification of Statements on Auditing Standards, AU Section 380) with respect to those statements. We have received the written disclosures and the letter from PricewaterhouseCoopers LLP required by Independence Standards Board Standard No. 1 (Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees) and have discussed with PricewaterhouseCoopers LLP its independence in connection with its audit of thecompany'sCompany’s most recent annual financial statements. Based on this review and these discussions, we recommended to the board of directors that the audited financial statements be included in thecompany'sCompany’s Annual Report on Form 10-K for the fiscal year ended September 30,2002.2003.Thomas L. Davis, Ph.D., Katsuhiko Kobayashi and Charles H. Still are the members of the audit committee. Dr. Davis and Mr. Still are independent, as defined in Rule 4200(a)(14) of the National Association of Securities
Dealer'sDealer’s listingstandards.standards as currently applicable to the Company. Mr. Kobayashi is not independent as defined in that rulesolelybecause he is an executive officer of OYO U.S.A. The board of directors has, nonetheless, determined that, until the effectiveness as to the Company of the new Nasdaq and Securities and Exchange Commission rules applicable to audit committee composition, Mr.Kobayashi'sKobayashi’s membership on the audit committee is required by the best interests of thecompanyCompany and its stockholders. The board determined that Mr.Kobayashi'sKobayashi’s relationship with thecompany'sCompany’s majority stockholder does not in any way impair his independence from thecompany'sCompany’s management. To the contrary, Mr. Kobayashi provides substantial, direct stockholder representation on the audit committee. Furthermore, Mr.Kobayashi'sKobayashi’s extensive experience as a senior financial officer and his level of financial sophistication are invaluable to the audit committee in performing its function.The board of directors has adopted a written charter for the audit committee.
The information in this Audit Committee Report shall not be deemed to be soliciting material, or be filed with the SEC or subject to Regulation 14A or 14C or to liabilities of Section 18 of the Exchange Act, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate these paragraphs by reference.
Thomas L. Davis, Ph.D.
Katsuhiko Kobayashi
Charles H. Still
4
Compensation of Directors
Non-employee directors are compensated for their services at a rate of $25,000 per year, of which one-half is payable in shares of common stock based on the fair market value thereof at the date of issuance pursuant to the
company'sCompany’s 1997 Non-Employee Director Stock Plan. Also pursuant to that plan, each non-employee director serving on the board of directors following each annual meeting of stockholders receives a grant of options to acquire 3,150 shares of common stock at the fair market value on the date of that grant. Messrs.Hall,Kobayashi and Ohya have not accepted this annual stipend or any stock options to date. Mr. Hall did not accept the annul stipend or any stock options before April 30, 2003. Allnon-employeedirectors are reimbursed for ordinary and necessary expenses incurred in attending board and committee meetings.45
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The beneficial ownership as of
December 31, 2002,November 30, 2003, of shares of thecompany'sCompany’s common stock of each director and named executive officer, each person known to thecompanyCompany to beneficially own more than 5% of the outstanding common stock and all directors and named executive officers as a group, along with the percentage of outstanding common stock that such ownership represents, follows. Each person named has sole voting and investment power with respect to the shares indicated except as otherwise stated in the notes to the table.
Beneficial Owner
Shares Percentage OYO Corporation (1)
2,850,000 51.3 % OYO Corporation U.S.A. (1)
2,850,000 51.3 Gary D. Owens (2)
297,500 5.4 Michael J. Sheen (2)
102,500 1.8 Thomas L. Davis (3)
28,410 * Ernest M. Hall, Jr
40,000 * Katsuhiko Kobayashi
— * Satoru Ohya (1)
2,850,000 51.3 Charles H. Still (3)
28,410 * Thomas T. McEntire (4)
60,000 1.1 R. Chaney & Partners III L.P. (5)
532,000 9.6 Pebbleton Corporation, N.V. (6)
464,900 8.4 Eagle Asset Management (7)
253,400 4.6 Executive officers and directors as a group (8 people)
3,403,216 61.3
Beneficial Owner Shares Percentage ---------------- --------- ----------OYO Corporation(1).................................... 2,850,000 51.4%* Less than one percent.
(1) The shares indicated as beneficially owned by OYO Corporation are held directly by its wholly-owned subsidiary, OYO Corporation U.S.A. (1)............................. 2,850,000 51.4 Gary D. Owens(2)...................................... 277,500 5.0 Michael J. Sheen(2)................................... 87,500 1.6 Thomas L. Davis(3).................................... 26,608 * Ernest M. Hall, Jr.................................... 40,000 * Katsuhiko Kobayashi................................... -- * Satoru Ohya(1)........................................ 2,850,000 51.4 Charles H. Still(3)................................... 26,608 * Thomas T. McEntire(4).................................The address of OYO Corporation is 4-2-6 Kudan-kita, Chiyoda-ku, Tokyo 102, Japan. The address of OYO Corporation U.S.A. is 245 Carmelo Avenue, Suite 101, Pasadena, California 91107. OYO Corporation and OYO Corporation U.S.A. share the voting and dispositive power of these shares. The shares indicated as beneficially owned by Mr. Ohya are the same shares owned directly by OYO Corporation U.S.A. and are included because of Mr. Ohya’s affiliation with OYO Corporation. Mr. Ohya disclaims beneficial ownership of the shares of common stock owned by OYO Corporation U.S.A. within the meaning of Rule 13d-3 under the Exchange Act.
(2) Includes unexercised options to purchase 82,500 shares.
(3) Includes unexercised options to purchase 22,050 shares.
(4) Includes unexercised options to purchase 50,000 *shares.
(5) Based solely on a Schedule 13G/A filed with the Securities and Exchange Commission on February 14, 2000, by R. Chaney & Partners IV L.P. (“Fund IV”), R. Chaney & Partners III L.P. (5)...................... 532,000 9.6(“Fund III”), R. Chaney Investments, Inc. (“Investments”), R. Chaney & Partners, Inc. (“Partners”), and Mr. Robert H. Chaney. According to this Schedule 13G, Fund IV, Investments and Mr. Chaney have the sole power to vote or to direct the vote, and the sole power to dispose or to direct the disposition of, 149,000 shares. Fund III, Partners and Mr. Chaney have the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition of, 383,000 shares, and the address of each these entities is 909 Fannin, Suite 1275, Two Houston Center, Houston, Texas 77010-1006.
(6) Based solely on a Schedule 13D filed with the Securities and Exchange Commission on December 14, 1998. According to this Schedule 13D, these shares are beneficially owned by Pebbleton Corporation, N.V. (6)........................ 464,900 8.4and Mr. Issam M. Fares, the address of each of whom is Pietermaai 15, Curacao, Netherlands Antilles, and each of whom shares the voting and dispositive power of these shares.
(7) Based solely on a Schedule 13G/A filed with the Securities and Exchange Commission on January 31, 2003. According to this Schedule 13G/A, the address of Eagle Asset Management(7)............................. 276,800 5.0 Executive officers and directors as a group (8 people) 3,358,216 60.5%Management, Inc. is 880 Carillon Parkway, St. Petersburg, Florida 33716.- -------- * Less than one percent. (1) The shares indicated as beneficially owned by OYO Corporation are held directly by its wholly-owned subsidiary, OYO Corporation U.S.A. The address of OYO Corporation is 4-2-6 Kudan-kita, Chiyoda-ku, Tokyo 102, Japan. The address of OYO Corporation U.S.A. is 245 Carmelo Avenue, Suite 101, Pasadena, California 91107. OYO Corporation and OYO Corporation U.S.A. share the voting and dispositive power of these shares. The shares indicated as beneficially owned by Mr. Ohya are the same shares owned directly by OYO Corporation U.S.A. and are included because of Mr. Ohya's affiliation with OYO Corporation. Mr. Ohya disclaims beneficial ownership of the shares of common stock owned by OYO Corporation U.S.A. within the meaning of Rule 13d-3 under the Exchange Act. (2) Includes unexercised options to purchase 67,500 shares. (3) Includes unexercised options to purchase 22,050 shares. (4) Includes unexercised options to purchase 40,000 shares. (5) Based solely on a Schedule 13G/A filed with the Securities and Exchange Commission on February 14, 2000, by R. Chaney & Partners IV L.P. ("Fund IV"), R. Chaney & Partners III L.P. ("Fund III"), R. Chaney Investments, Inc. ("Investments"), R. Chaney & Partners, Inc. ("Partners"), and Mr. Robert H. Chaney. According to this Schedule 13G, Fund IV, Investments and Mr. Chaney have the sole power to vote or to direct the vote, and the sole power to dispose or to direct the disposition of, 149,000 shares. Fund III, Partners and Mr. Chaney have the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition of, 383,000 shares, and the address of each these entities is 909 Fannin, Suite 1275, Two Houston Center, Houston, Texas 77010-1006. (6) Based solely on a Schedule 13D filed with the Securities and Exchange Commission on December 14, 1998. According to this Schedule 13D, these shares are beneficially owned by Pebbleton Corporation, N.V. and Mr. Issam M. Fares, the address of each of whom is Pietermaai 15, Curacao, Netherlands Antilles, and each of whom shares the voting and dispositive power of these shares. (7) Based solely on a Schedule 13G/A filed with the Securities and Exchange Commission on February 4, 2002. According to this Schedule 13G/A, the address of Eagle Asset Management, Inc. is 880 Carillon Parkway, St. Petersburg, Florida 33716. 56
EXECUTIVE OFFICERS AND COMPENSATION
Information regarding the named executive officers follows.
Name
Age Position - ---- --- --------Gary D.
Owens..... 55Owens56 Chairman of the Board, President and Chief Executive Officer Michael J.
Sheen.. 54Sheen55 Senior Vice President and Chief Technical Officer Thomas T. McEntire
4243 Chief Financial Officer Thomas T. McEntirejoined the
companyCompany as Chief Financial Officer in September of 1997. Mr. McEntire had been Financial Controller of APS Holding Corporation("APS"(“APS”) beginning in February 1995 and held other senior financial management positions since joining APS in 1990. Prior to joining APS, Mr. McEntire held various positions with Coopers & Lybrand L.L.P. from 1982 to 1990.Mr.
Owens'Owens’ and Mr.Sheen'sSheen’s backgrounds are described above under"Background“Background of Nominees and ContinuingDirectors"Directors”.Summary of Compensation
A summary of the compensation earned by the named executive officers in the fiscal years ended September 30, 2003, 2002 and 2001
and 2000follows.
Annual
CompensationLong-term
CompensationCompensation Awards
-------------- --------------------- Restricted Shares Other(1) Fiscal Stock Underlying AnnualName and Principal Position
Fiscal
YearSalary Bonus Restricted
StockAwards
Shares
Underlying
OptionsOther(1)
Annual
Compensation- --------------------------- ------ -------- ----- ---------- ---------- ------------Gary D.
Owens.............. 2002 $200,000 -- -- -- $5,561OwensChairman of the Board,
2001 200,000 -- -- 30,000 5,215President and CEO
2000 175,000 -- --2003
2002
2001
$
200,000
200,000
200,000
—
—
—
—
—
—
60,000
—
30,000
5,002$
6,000
5,561
5,215
Michael J.
Sheen........... 2002 175,000 -- -- -- 5,250SheenVice President and Chief
2001 175,000 -- -- 30,000 5,192Technical Officer
2000 150,000 -- --2003
2002
2001
$
175,000
175,000
175,000
—
—
—
—
—
—
50,000
—
30,000
4,673$
5,550
5,250
5,192
Thomas T.
McEntire......... 2002 150,000 -- -- -- 4,500McEntireChief Financial Officer
2003
2002
2001
$
150,000
-- --150,000
150,000
—
—
—
—
—
—
50,000
—
20,000
$
4,500
4,500
4,442
2000 125,000 -- -- 20,000 3,894- -------- (1)
(1) Other Annual Compensation includes our contributions to defined contribution 401(k) retirement savings plans. Stock Options
Information regarding stock options granted to
defined contribution 401(k) retirement savings plans. Stock Optionsthe named executive officers in fiscal 2003 follows.
Name
Shares of
Common
Stock
Underlying
OptionsPercent of
Total Options
Granted to
EmployeesExercise
Price per
ShareExpiration Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Option Term(1)5% 10% Gary D. Owens
60,000 27 % $ 7.12 2/28/2013 $ 56,137 $ 118,025 Michael J. Sheen
50,000 23 % 7.12 2/28/2013 46,781 98,354 Thomas T. McEntire
50,000 23 % 7.12 2/28/2013 46,781 98,354 7
(1) The potential realizable value of the options is based on an assumed appreciation in the price of the common stock at a compounded annual rate of 5% or 10% from the date the option was granted until the date the option expires. The 5% and 10% appreciation rates are set forth in the Securities and Exchange Commission’s regulations. We do not represent that the common stock will appreciate at these assumed rates or at all. Information regarding unexercised options held by the named executive officers as of September 30,
2002,2003, follows. None of the named executive officers exercised any options in fiscal2002.2003. The value of unexercised options is based on the$12.49$12.69 closing price of our common stock on September 30,2002.2003.
Name
Number of Shares Underlying
Unexercised Options atSeptember 30, 2003 (# shares)
Value of Unexercised In-The-Money
Options at September 30, 2003Exercisable(1) Unexercisable(1) Gary D. Owens
150,000 — $ 427,200 Michael J. Sheen
140,000 — 356,000 Thomas T. McEntire
105,000 — 356,000
Number(1) None of Shares Underlying Value of Unexercised Unexercised In-The-Moneythe vested Optionsat Optionswere “In-The-Money” at September 30,2002 September 30, 2002 ------------------------------- Name (# shares) Exercisable(1) Unexercisable(1) ---- ------------------ -------------- ----------------Gary D. Owens..... 90,000 -- -- Michael J. Sheen.. 90,000 -- -- Thomas T. McEntire 55,000 -- --2003.- -------- (1) None of the Options were "In-The-Money" at September 30, 2002. 6Employment Agreements
Messrs. Owens and Sheen have entered into employment agreements with the
company.Company. Mr.Owens'Owens’ annual base salary is $200,000, and Mr.Sheen'sSheen’s annual base salary is $175,000. These salaries may be adjusted by the board of directors. Messrs. Owens and Sheen are entitled to participate in our 401(k) plan and any bonus plan the board of directors adopts and to receive certain other benefits and vacation. Pursuant to their employment agreements, each of Messrs. Owens and Sheen is entitled to receive the severance benefits described below upon termination of his employment unless the termination:.results from his death, disability or retirement;.is by thecompanyCompany for Cause; or.is by the employee other than for Good Reason."Cause"“Cause” is defined to mean the
employee'semployee’s willful and continued failure to perform his duties after a demand for his performance of those duties or theemployee'semployee’s willfully engaging in gross misconduct materially and demonstrably injurious to thecompany. "Good Reason"Company. “Good Reason” is defined to mean a demotion, a reduction in base salary, a relocation of theemployee'semployee’s base location of employment, the discontinuation of any employee benefit without comparable substitution, the failure of any successor of thecompanyCompany to assume the employment agreement or a purported termination not in compliance with the employment agreement.The severance benefits to which either Messr. Owens or Sheen would be entitled on termination include:
.his salary through the date of termination;.twice his base salary and pro-rated bonus for the fiscal year of termination;.any relocation and indemnity payments to which he is entitled and any costs and legal fees incurred in connection with any dispute over his employment agreement; and.a gross-up for any applicable"excess“excess parachutepayment"payment” tax imposed by the Internal Revenue Code of 1986.In connection with these employment agreements, each of Messrs. Owens and Sheen has agreed that he will not disclose or misappropriate any confidential information of the
company.Company.8
Compensation Committee Interlocks and Insider Participation
The compensation committee comprises Dr. Thomas L. Davis and Mr. Charles H. Still. Mr. Still is a partner in the law firm of Fulbright & Jaworski L.L.P., which provides legal services to the
company.Company. Fulbright & Jaworski L.L.P. also provides legal services to OYO Corporation and to OYO U.S.A. and its affiliates. Mr. Still also serves as Secretary of thecompanyCompany in a non-executive capacity.Board Compensation Committee Report on Executive Compensation
Our executive compensation program is designed to attract, motivate and retain talented management personnel and to reward management for the
company'sCompany’s successful financial performance and for increasing stockholder value. We provide compensation and incentives through a combination of salaries, annual performance bonuses and long-term incentive stock-based awards.Base Annual Salaries
Before the
company'sCompany’s initial public offering in 1997, and before the formation of the compensation committee, thecompanyCompany entered into employment agreements with Messrs. Owens and Sheen as described under"--Employment Agreements"“—Employment Agreements” above. The compensation levels reflected in those employment agreements were established in July 1997 by negotiations among Messrs. Owens and Sheen, before they joined thecompany,Company, and representatives of OYO U.S.A., thecompany'sCompany’s sole stockholder at that time.7The base annual salaries of the
company'sCompany’s named executive officers for fiscal20022003 were as follows.
Mr. Owens, Chief Executive Officer... $200,000 Mr. Sheen, Chief Technical Officer... $175,000 Mr. McEntire, Chief Financial Officer $150,000
Mr. Owens, Chief Executive Officer
$ 200,000 Mr. Sheen, Chief Technical Officer
$ 175,000 Mr. McEntire, Chief Financial Officer
$ 150,000 The compensation committee has the authority to adjust these base salaries; however, the employment agreements described above require that Messrs.
Owens'Owens’ andSheen'sSheen’s base salaries not be reduced from the base amounts set forth above.Annual Performance Bonuses
In November
2001,2002, management recommended to the board of directors, and the board of directors adopted, a comprehensive, company-wide cash bonus compensation plan for all employees for fiscal year2002.2003. The cash bonus plan set forth various targets and criteria for each of thecompany'sCompany’s operating subsidiaries based on the financial results of the subsidiary and established a cash bonus for each employee of the subsidiaries that met those targets. The financial targets were designed to provide incentives for the employees of each subsidiary to work as a team to improve our financial results.As allowed by the fiscal 2002 bonus plan, the executive officers of the company were eligible to receive a minor bonus award as a result of the company's profitable results in fiscal 2002. Because the company's fiscal 2002 financial results were below the expectations of the executive officers, each executive officer declined his allocated annual performance bonus.Long-Term Stock-Based Compensation
We also believe that long-term incentive compensation is an important component of the
company'sCompany’s compensation program and that the value of this compensation should be directly related to increases in stockholder value. Therefore, in addition to base salaries and annual performance bonuses, the executive officers participate in thecompany'sCompany’s 1997 Key Employee Stock Option Plan, which allows thecompanyCompany to grant long-term incentive compensation to its executive officers in the form of stock options and restricted stock awards. These options and restricted stock awards typically vest 25% per year over four years and are therefore intended to compensate executive officers for long-term appreciation in the market value of the common stock.In connection with the
company'sCompany’s initial public offering in November 1997, thecompanyCompany granted options to purchase stock and restricted stock to the named executive officers. The amounts of these options and9
restricted stock were determined before the initial public offering by negotiations among Mr. Owens and representatives of OYO U.S.A. Options granted at the time of the initial public offering have an exercise price of $14 per share, which is equal to the initial public offering price, and vested over four years.
Applicable Tax Code Provision
The compensation committee has reviewed the potential consequences for the
companyCompany of Section 162(m) of the Internal Revenue Code, which limits the tax deduction thecompanyCompany can claim for annual compensation in excess of $1 million to certain executives. This limit did not impact thecompanyCompany in fiscal year20022003 and is not expected to impact thecompanyCompany in fiscal year2003.2004.The information in this Compensation Committee Report on Executive Compensation shall not be deemed to be soliciting material, or be filed with the SEC or subject to Regulation 14A or 14C or to liabilities of Section 18 of the Exchange Act, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate this report by reference.
Thomas L. Davis, Ph.D.
Charles H. Still
8Common Stock Performance Comparisons
The following graphs compare the performance of the common stock with the performance of the Russell 2000 index and the Standard &
Poor'sPoor’s Oil & Gas Equipment and Services indexfrom our initial public offering throughas of each of theend of fiscal year 2002. [CHART]dates indicated.
11/21/1997 9/30/1998 9/30/1999 9/30/2000 9/30/2001 9/30/2002 ---------- --------- --------- --------- --------- ---------OYOG................................ 100 113 78 179 96 89 Russell 2000........................ 100 85 101 124 98 89 S&P Oil & Gas Equipment and Services 100 57 76 105 60 5010
9/30/1998 9/30/1999 9/30/2000 9/30/2001 9/30/2002 9/30/2003 OYOG
100.00 69.05 158.73 85.71 79.30 80.57 Russell 2000
100.00 119.07 146.92 115.76 104.99 143.32 S&P Oil & Gas Equipment and Services
100.00 133.28 183.93 105.22 86.92 114.08 These graphs assume $100 invested on September 30, 1998 (a)
atin ourinitial public offering price, but as of the date on which the common stock became registered under Section 12 of the Securities Exchange Act,Common Stock, (b) in the stocks comprising the Russell 2000 index on that day and (c) in the stocks comprising the Standard &Poor'sPoor’s Oil & Gas Equipment and Servicesindex on that day.index. Reinvestment of all dividends on stocks comprising the two indices is assumed.The S&P Oil & Gas Equipment and Services index is a new name for the peer group index previously called the S&P Oil & Gas (Drilling & Equipment) index, with some attendant changes in issuers included in the index.
The foregoing graphs are based on historical data and are not necessarily indicative of future performance. These graphs shall not be deemed to be
"soliciting material"“soliciting material” or to be"filed"“filed” with the Securities and Exchange Commission (“SEC”) or subject to the Regulations of 14A or 14C under the Exchange Act or to the liabilities of Section 18 of the Exchange Act.9CODE OF ETHICS
The Company has adopted a general code of business conduct that applies to all employees, and a supplemental code of ethics that applies to the Company’s Chief Executive Officer and senior financial officers. The text of the code of ethics has been filed with the SEC as an exhibit to the Annual Report on Form 10-K that accompanies this proxy statement.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Ohya, a director of the
company, isCompany, was the Chairman of the Board of OYO Corporationanduntil March 27, 2003. Mr. Ohya has been serving as Chairman of OYO U.S.A. since 1993. He currently serves as Executive Advisor to the board of OYO Corporation. Mr. Ohya had been the President of OYO Corporation until 2001, and held other offices of subsidiaries of OYO U.S.A. until that time. Mr. Kobayashi, also a director of thecompany,Company, is aManaging Directordirector and senior executive officer of OYO Corporation and the President of OYO U.S.A. Mr. Kobayashi also holds offices with many subsidiaries of OYO U.S.A. Mr. Hall, also a director of thecompany,Company, was the President of OYO U.S.A. until May 31, 2002. Mr. Hallhas been servingserved as a consultant to thecompany and to OYO U.S.A. sinceCompany from June 1,2002.2002 to April 30, 2003. Mr.Hall and the company have negotiated aHall’s monthly feeof $8,333forMr. Hall's consultingsuch services provided to thecompany.Company was $8,333. Mr. Hall currently serves as a consultant to OYO U.S.A. Mr. Still, also a director of thecompany,Company, is the Secretary of OYO U.S.A. and also serves in that position with respect tomost of theother subsidiaries of OYO U.S.A. Mr. Still is a partner in the law firm of Fulbright & Jaworski L.L.P., which provides legal services to thecompany.Company.In fiscal year
2002,2003, we purchased printheads for our thermal plotters from OYO Corporation pursuant to a Printhead Purchase Agreement that we entered into with OYO Corporation before our initial public offering. OYO Corporation in turn purchased the printheads primarily from another Japanese corporation and, to a lesser extent, from two other Japanese corporations. For its service and assistance in these transactions, pursuant to the Printhead Purchase Agreement, OYO Corporation marked up its cost for these printheads by five percent in reselling them to us. We believe that by purchasing the printheads through OYO Corporation, we receive a more favorable price for the printheads than we could have obtained if we were to negotiate directly for their purchase. We intend to continue purchasing printheads from OYO Corporation pursuant to this arrangement in future periods.Pursuant to a Master Sales Agreement that we entered into with OYO Corporation before our initial public offering, we and OYO Corporation purchase products from one another at scheduled discounts of 5 to 20 percent
11
off the
seller'sseller’s list prices. In fiscal2002,2003, we sold approximately$0.1$0.2 million in goods to OYO Corporation and its affiliates and purchased approximately$0.6$1.9 million in goods from OYO Corporation (including the products covered by the Printhead Purchase Agreement).RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP served as the
company'sCompany’s principal independent public accountants for the20022003 fiscal year and has been selected to serve for the20032004 fiscal year. Representatives of PricewaterhouseCoopers LLP are expected to attend the meeting, will have the opportunity to make a statement if they so desire and will be available to respond to appropriate questions.Audit Fees
The aggregate fees billed for professional services rendered for the audit of the
company'sCompany’s annual financial statementsfor the 2002 fiscal year,and the reviews of the financial statements included in thecompany'sCompany’s Forms 10-Q were $205,436 for the 2003 fiscal year, and $179,240 for the 2002 fiscalyear, were $155,200. Financial Information Systems Design and Implementationyear.Audit Related Fees
There were no fees billed for
professionalaudit-related servicesdescribednot disclosed inparagraph (c)(4)(ii) of Rule 2-01 of Regulation S-X rendered by the company's principal accountants“Audit Fees” above.Tax Fees
The aggregate fees billed for tax services, including tax compliance, tax advice and tax planning totaled approximately $87,422 in fiscal 2003 and $61,809 in fiscal 2002. The fees in fiscal 2003 were primarily for the preparation of tax returns and extraterritorial income maximization studies. The fees in fiscal
year 2002.2002 were primarily for the preparation of tax returns.All Other Fees
The aggregate fees billed for services rendered by the
company'sCompany’s principal accountants, other than for services otherwise covered under the subheadings"Audit Fees"above, for fiscal year 2003 were $0 and"Financial Information Systems Design and Implementation Fees" above,for fiscal year 2002, were$19,245. We have received services from our principal 10accountants, other than$6,800. The fees in fiscal 2002 were primarily forservices otherwise covered under the subheadings "Audit Fees"a Securities and"Financial Information Systems Design and Implementation Fees" above, for fiscal year 2002 for which we have not yet been billed; we expect that such fees will not exceed $35,000.Exchange Commission comment letter response.Compatibility of Certain Fees with Independent
Accountants'Accountants’ IndependenceThe Audit Committee has considered whether the provision of services covered under the
subheadings "Financial Information Systems Design and Implementation Fees" and "Allsubheading “All OtherFees"Fees” above is compatible with maintaining thecompany'sCompany’s principalaccountants'accountants’ independence.The Audit Committee has adopted pre-approval policies and procedures pursuant to which the engagement of any accountant is approved. Such procedures govern the ways in which the Audit Committee will pre-approve audit and various categories of non-audit services that the auditor provides to the Company and its subsidiaries. In accordance with this policy, the Audit Committee has given its approval for the provision of audit services by PricewaterhouseCoopers LLP for the fiscal year ending September 30, 2004 and has also given its general pre-approval for the performance by PricewaterhouseCoopers LLP of certain types of audit-related, tax and permitted non-audit services. Services which have not received pre-approval must receive specific approval of the Audit Committee. The Audit Committee is informed of each such engagement in a timely manner, and such procedures do not include delegation of the Audit Committee’s responsibilities to management. All audit, tax and other services the contracts for which were entered into after May 6, 2003, were pre-approved by the audit committee.
12
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
company'sCompany’s officers, directors and persons who own more than 10% of a registered class of thecompany'sCompany’s equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% stockholders are required by the regulation to furnish thecompanyCompany with copies of all Section 16(a) reports they file.Based solely on a review of reports on those filings furnished to the
companyCompany and written representations from reporting persons that no additional reports were required, thecompanyCompany believes that during the fiscal year ended September 30,2002,2003, all officers, directors and greater than 10% stockholders complied with all filing requirements applicable tothem.them, except that Gary Owns, Michael J. Sheen, and Thomas T. McEntire, each made one late filing related to the grant of a stock award and Mr. Owns made one late filing related to a purchase of stock.PROPOSALS FOR NEXT ANNUAL MEETING; OTHER MATTERS
Any appropriate proposals of holders of common stock intended to be presented at the annual meeting of stockholders of the
companyCompany to be held in20042005 must be received by thecompanyCompany at its principal executive offices,12750 S. Kirkwood, Suite 200, Stafford,7007 Pinemont Drive, Houston, Texas77477,77040-6601, no later thanSeptember 29, 2003August 3, 2004 to be included in the proxy statement and form of proxy relating to that meeting. A matter as to which thecompanyCompany receives notice that is proposed to be brought before the annual meeting of stockholders of thecompanyCompany in20042005 (outside the process of the Securities and ExchangeCommission'sCommission’s rule on shareholder proposals (described in the preceding sentence) will be considered not properly brought before that meeting, and will be out of order, unless the notice as to that matter meets the requirements of the advance notice provisions of thecompany'sCompany’s by-laws. That provision requires notice of any matter, including nomination of a director, to be submitted by a stockholder at the annual meeting of stockholders of thecompanyCompany in20042005 to be received by thecompanyCompany no later thanDecember 30, 2003,November 9, 2004, and to be received by thecompanyCompany no earlier thanSeptember 1, 2003.July 12, 2004.The cost of solicitation of proxies in the accompanying form will be paid by the
company.Company. In addition to solicitation by use of the mails, the directors, officers or employees of the company may solicit the return of proxies by telephone, telecopy or in person.1113
Proxy – OYO Geospace Corporation
Holder Account Number [_] Mark this box with an X if you have made changes to your name or address details above. Annual Meeting Proxy Card [A] Election of Directors 1. The Board of Directors recommends a vote FOR the listed nominees. For Withhold 01 - Katsuhiko Kobayashi [ ] [ ] 02 - Michael J. Sheen [ ] [ ] 03 - Charles H. Still [ ] [ ] [B] Authorized Signatures - Sign Here - This section must be completed for your instructions to be executed. Please sign your name exactly as it appears hereon. Joint owners must each sign. When signing as attorney, executor, administrator, trustee or guardian, please give your full title as such. Signature 1 - Please keep signature within the box |-----------------------------------------------------| | | | | |-----------------------------------------------------| Signature 2 - Please keep signature within the box |-----------------------------------------------------| | | | | |-----------------------------------------------------| Date (mm/dd/yyyy) |-----------------------------------------------------| | | | | |-----------------------------------------------------| 1 U P X H H H P P P P 001548- -------------------------------------------------------------------------------- Proxy - OYO Geospace Corporation - -------------------------------------------------------------------------------- Annual Meeting of Stockholders to be Held on February 28, 2003This Proxy is solicited on behalf of the Board of Directors
Proxy-Annual Meeting of Stockholders – January 8, 2004
The undersigned holder of Common Stock of OYO Geospace Corporation
("OYOG"(“OYOG”) hereby appoints Dr. Thomas L. Davis and Ernest M. Hall, Jr., or either of them, proxies of the undersigned with full power of substitution, to vote at the Annual Meeting of Stockholders of OYOG to be held at 9:00 a.m. onFriday,Thursday, the28th8th ofFebruary 2003, in the Searls RoomJanuary 2004, at theSugar Creek Country Club, 420 Sugar Creek Boulevard, Sugar Land,OYOG corporate headquarters at 7007 Pinemont Drive, Houston, Texas, and at any adjournment or postponement thereof, the number of votes that the undersigned would be entitled to cast if personally present.In their discretion, the
above-namedabove named proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment thereof and upon matters incident to the conduct of the meeting.This proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder. If no direction is made, this proxy will be votedFOR the election of the director nominees named on the reverse side, or if any one or more of the nominees becomes unavailable,FOR another nominee or other nominees to be selected by the Board of Directors.
Please mark, sign, date and return in the enclosed envelope, which requires no postage if mailed in the United States.
(continued(continued and to be signed on other side)
OYO Geospace Corporation
[Name] | ||
[Address] | Holder Account Number | |
¨ Mark this box with an X if you have made changes to your name or address details above. |
Annual Meeting Proxy Card
[A] Election of Directors
1. | The Board of Directors recommends a voteFOR the listed nominees. |
For | Withhold | For | Withhold | |||||||
01 – Satoru Ohya | ¨ | ¨ | 02 – Gary D. Owens | ¨ | ¨ |
[B] Authorized Signatures – Sign Here – This section must be completed for your instructions to be executed.
NOTE: Please sign your name(s) EXACTLY as your name(s) appear(s) on this proxy. All joint holders must sign. When signing as attorney, trustee, executor, administrator, guardian or corporate officer, please provide your FULL title.
Signature 1 – Please keep signature within the box | Signature 2 – Please keep signature within the box | |
Date (mm/dd/yyyy) | ||