Shareholders of record at the close of business on May 10, 20107, 2012, the record date for the Annual Meeting, will be entitled to notice of, and to vote at, the meeting or any adjournment thereof.

This Proxy Statement is furnished to shareholders of Tofutti Brands Inc. (the “Company,” “Tofutti” or “we,” “our,” or “us”), in connection with the Annual Meeting of Shareholders to be held at 10:00 a.m. on Thursday, June 10, 20107, 2012 at the Homewood Suites, 2 Jackson Drive, Cranford, New Jersey, and at any adjournment thereof. The Homewood Suites is located off Exit 136 of the Garden State Parkway. The Board of Directors is soliciting proxies to be voted at the Annual Meeting.

Who can vote?

You may vote if you were a shareholder of record atas of the close of business on May 10, 20107, 2012. This date is known as the record date. You are entitled to one vote for each share of common stock you held on that date on each matter presented at the Annual Meeting. As of May 7, 2012, 5,153,706 shares of our common stock, par value $0.01 per share, were issued and outstanding.

How many votes are needed to hold the Annual Meeting?

To take any action at the Annual Meeting, a majority of our outstanding shares of common stock entitled to vote as of May 7, 2012, must be represented, in person or by proxy, at the Annual Meeting.

What is a proxy?

A “proxy” allows someone else to vote your shares on your behalf. Our Board of Directors solicits proxies so that each shareholder hasis asking you to allow the opportunitypeople named on the proxy card (David Mintz and Steven Kass) to vote on the proposals to be consideredyour shares at the Annual Meeting.

How do I vote by proxy?

Shareholder of Record: Shares Registered in Your Name

If on May 7, 2012 your shares were registered directly in your name with our transfer agent, American Stock Transfer and Trust Company, then you are a shareholder of record. As a shareholder of record, you may vote in person at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares by completing and returning the enclosed printed proxy card.

When a proxy card is returned properly signed and dated, the shares represented thereby will be voted in accordance with the instructions on the proxy card. If a shareholder returns a signed proxy card but does not mark the boxes, the shares represented by that proxy card will be voted as recommended by the Board of Directors. If a shareholder does not return a signed proxy card or does not attend the Annual Meeting and vote in person, his or her shares will not be voted. Abstentions and “broker non-votes” are not counted in determining outcomes of matters being acted upon. They are counted only for determining a meeting quorum. If a shareholder attends the Annual Meeting, he or she may vote by ballot.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on May 7, 2012 your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are urgedthe beneficial owner of shares held in “street name” and the Notice of Annual Meeting and Proxy Statement are being forwarded to mark the boxes on the proxy card to indicate how their shares areyou by that organization. The organization holding your account is considered to be voted. Ifthe shareholder of record for purposes of voting at the Annual Meeting. As a shareholder returns a signed proxy card but does not markbeneficial owner, you have the boxes, the shares represented by that proxy card will be voted as recommended by the Board of Directors. The proxy card gives the individuals named as Proxies discretionary authorityright to direct your broker or other agent regarding how to vote the shares represented on any other matterin your account. Simply follow the voting instructions provided to ensure that your vote is properly presented for action

counted. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting. A shareholder mayMeeting unless you request and obtain a valid proxy from your broker or other agent.

Can I change my vote after I submit my proxy?

Yes. You can change or revoke his or heryour proxy at any time before it is voted by: (i) giving notice in writing toby submitting another proxy with a later date or attending the Secretary of our company; (ii) granting a subsequent proxy; or (iii) appearing in personmeeting and voting at the Annual Meeting.

Can I vote in person at the Annual Meeting instead of voting by proxy?

Yes. However, we encourage you to vote your shares at your earliest convenience to ensure that your shares are represented and givingvoted. If you vote your shares by proxy and later decide you would like to attend the meeting and vote your shares in person, you will need to provide a written notice of revocation to our Secretarythe secretary of histhe meeting before your proxy is voted. If the holder of record of your shares is a broker, bank or her intentionother nominee and you wish to vote in person. Proxies solicited hereby may be exercised onlyperson at the meeting, you must request a legal proxy from your broker, bank or other nominee that holds your shares and present that proxy and proof of identification at the Annual MeetingMeeting. If you would like to obtain directions to be able to attend the meeting and any adjournment thereofvote in person, please contact the Company at (908) 272-2400.

How are votes counted?

Except as noted, all proxies received will be counted in determining whether a quorum exists and whether we have obtained the necessary number of votes to approve each proposal. An abstention from voting will be used for the purpose of establishing a quorum, but for purposes of determining the outcome of the proposal as to which the proxy is marked “abstain,” the shares represented by such proxy will not be treated as affirmative votes.

A broker non-vote will also be used for the purpose of establishing a quorum, but will not otherwise be counted in the voting process. Thus, broker non-votes will not affect the outcome of any other meeting.

How many votes are required to approve each proposal?

To be elected a director, each nominee must receive a plurality of the votes cast at the Annual Meeting for the election of directors. An affirmative majority of the votes cast at the Annual Meeting is required to ratify the appointment of auditors. Abstentions and broker non-votes are not counted in determining the number of shares voted for or against any nominee for director or any proposal.

Our Chairman of the Board and Chief Executive Officer, David Mintz, holds 2,630,440 shares of common stock representing approximately 50.8%51.0% of the outstanding shares, permitting him to elect all the members of the Board of Directors and thereby effectively control the business, policies and management of our company. Mr. Mintz has indicated that he presently intendintends to vote in favor of all of the resolutions on the agenda for the Annual Meeting.

Who pays for this proxy solicitation?

The Company will pay the cost of soliciting proxies for the fiscal year ended January 2, 2010, which report is not partAnnual Meeting, including the costs of thispreparing, assembling and mailing the proxy solicitation, is being mailed to shareholders with this proxy solicitation. It is anticipated that this Proxy Statement and the accompanying formmaterials. We will provide copies of proxy materials to fiduciaries, custodians and brokerage houses to forward to the beneficial owners of shares held in their name. We may reimburse such fiduciaries, custodians and brokers for their costs in forwarding the proxy materials.

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In addition to the solicitation of proxies by mail, certain of our officers and other employees may also solicit proxies personally or by telephone, facsimile, e-mail or other means. No additional compensation will first be mailedpaid to shareholders on or about May 13, 2010. Shareholders sharing an address and receiving multiple copiesthese individuals for any such services.

OUR BOARD OF DIRECTORS

Board Members

Our Board of annual reports and proxy statements can contactDirectors is responsible for the corporate secretaryoverall management of the company at Steven Kass, Secretary, Tofutti Brands Inc., 50 Jackson Drive, Cranford, NJ 07016, to request future delivery of a single copy of annual reports and proxy statements to the shared address.

David Mintz has been our Chairman of the Board and Chief Executive Officer since August 1981. Mr. Mintz’s knowledge about our company and his role as the developer of our product line is essential to the operation of our board.

Neal S. Axelrod has been a director since August 2007. Mr. Axelrod has been a self-employed certified public accountant in New Jersey since 1977. Mr. Axelrod brings hisAxelrod’s accounting and financial background as well as an appreciationenhances the breadth of experience of the practical aspectsboard of operating our business, to our Board of Directors.

Joseph Fischer has been a director since August 2007. He previously served as a director from March 2004 until June 2007. He has been the principal in FMM Investments, which manages private portfolios, since 1992. Prior to that and since 1982, Mr. Fischer was the Controller of the Swingline Division of American Brands Inc. Mr. Fisher’s accounting and financial background provides us with a valuable resource in our strategy.

Aaron Forem has been a director since 2000. Since 1980, he has been the president of Wuhl Shafman Lieberman Corp., located in Newark, New Jersey, which is one of the largest produce wholesalers in the Northeastern United States. Mr. Forem’s experience in the food industry and his managerial experience are helpful to our Board.

Philip Gotthelf has been a director since 2006. He has been President of EQUIDEX Incorporated, a registered Commodity Trading Advisor, and EQUIDEX Brokerage Group, a registered Introducing Broker, since 1985. He has also been publisher of the COMMODEX System and COMMODITY FUTURES FORECAST Service since 1975 and has authored several financial books for Probus/McGraw Hill, McGraw Hill and John Wiley & Sons. Mr. Gotthelf’s financial background enhances the breadth of experience of the board of directors.

Scott Korman was elected to serve as a member of the Board of Directors and the Audit Committee on December 13, 2011 by our Board of Directors.

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distributing milk, ice cream mix and ice cream products. Mr. Korman received a B.S. in Economics from the University of Pennsylvania Wharton School in 1977. He also serves on the boards of various not-for-profit groups and was the founder of the Englewood Business Forum. Mr. Korman’s financial background enhances the breadth of experience of the board of directors.

Reuben Rapoport, our former Director of Product Development who retired in April 2003, has been a director since July 1983. Mr. Rapoport’s product development background and extensive industryenhances the breadth of experience providesof the Board an important resource in determining corporate strategy.

Franklyn Snitow has been a director since 1987. He has been a partner in the New York City law firm Snitow Kanfer Holtzer & Millus, LLP, our general counsel, since 1985. Mr. Snitow’s legal and corporate governance background add an important dimension to our Board.

Our business and affairs are managed under the direction of our Board of Directors, composed of fiveseven non-employee directors and twoone employee directorsdirector as of the date of this Proxy Statement. Because the Company iswe are a controlled company (with 50% of its voting power held by an individual), it iswe are not required to comply with all the NYSE Amex corporate governance requirements (that is, the Company iswe are not required to have a have a majority of independent directors on the Board, and it iswe are not required to comply with NYSE Amex’s requirements relating to director nominations and executive compensation). The Company’sOur corporate governance measures, however, do not differ in any significant way from NYSE Amex’s corporate governance requirements applicable to smaller reporting companies.

Our Board of Directors as a whole establishes our overall policies and standards, reviews the performance of management and considers the Company’sour overall risk regarding the Company’sour operations and goals and how those risks are being managed. Members of the Board of Directors are kept informed of our operations at meetings of the Board of Directors and its Audit Committee and through reports and discussions with management. In addition, members of the Board of Directors periodically visit our facilities. Members of management are available at Board of Directors meetings and at other times to answer questions and to discuss issues. David Mintz, the Chief Executive Officer of our Company, is Chairman of the Board of Directors. Our company combined the positions of CEO and Chairman of the Board because of the size of the company and the efficiency involved. A lead independent director has not been designated because the Board does not believe it is warranted for a company of our size and complexity.

We are required by the NYSE Amex to hold meetings of our Board of Directors on at least a quarterly basis, and our independent directors must meet at least annually in an executive session with only the independent directors present. Five of our independent directors met in an executive session on December 13, 2011 with the following independent directors present: Messrs. Axelrod, Fischer, Forem, Gothelf and Korman. We do not have a policy with regard to directors’ attendance at annual meetings of shareholders, but we encourage our directors to attend the annual meetings. At our 20092011 annual meeting of shareholders, five of the seven directors then in office were present and in attendance. Our Board of Directors held four meetings during 2009,2011, and all of the directors attended those meetings, except for Messrs. Forem and Rapoport who attended one and Mr. Snitow who each attended one of those meetings and Mr. Forem who attended none.

Our Board of Directors has an Audit Committee, but there are no committees performing the functions of either a compensation committee or nominating committee.

It is the position of our Board of Directors that it is appropriate for our company not to have a separate nominating and compensation committee in light of the composition of our Board of Directors and the collective independence of our independent directors, which enable the company to fulfill the functions of standing committees. We are not currently required to have a nominating committee or compensation committee. For

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smaller reporting companies, the NYSE Amex requires that director nominations be selected, or recommended for the Board of Directors’ selection, either by a majority of independent directors or a nominating committee comprised solely of independent directors. The NYSE Amex also requires compensation of the executive officers of smaller reporting companies to be determined, or recommended to the Board for determination, either by a majority of the independent directors or a compensation committee comprised solely of independent directors. Messrs. Axelrod, Fischer, Forem, Gotthelf, Korman, Rapoport and Snitow meet the independence standards set forth in the NYSE Amex Company Guide.

We currently have only two executive officers, and our Board as a whole, but without Mr. Mintz in attendance, sets their compensation in consultation with the Board’s independent directors.compensation. In setting compensation, the Board reviews and considers prior compensation levels of the two executive officers, the contribution of each executive officer during the course of the year and our financial condition and prospects for the upcoming year. The Board determines the amount of cash (or any other compensation) to be paid to our directors. Our non-employee directors earned director compensation in fiscal year 20092011 based on the number of meetings attended.

The Audit Committee consists of Messrs. Axelrod, Forem, Gotthelf and Gotthelf.Korman. As a small business issuer listed on the NYSE Amex our Audit Committee must have at least two members and be comprised only of independent directors each of whom satisfies the respective independence requirements of the Securities and Exchange Commission and the NYSE Amex. Our Board of Directors has determined that all of our current Audit Committee members are independent, as that term is defined under the independence standards for audit committee members in the Securities Exchange Act of 1934, as amended, and in the listing standards of the NYSE Amex. The Board of Directors has also determined that Neal S. Axelrod is an audit committee financial expert, as that term is defined in Item 407 ofRegulation S-K.

The Audit Committee is responsible for reviewing and helping to ensure the integrity of our financial statements. Among other matters, the Audit Committee, with management and our independent auditors, reviews the adequacy of our internal accounting controls that could significantly affect our financial statements, reviews with the independent accountants the scope of their audit, their report and their recommendations, and recommends the selection of our independent accountants. The Audit Committee held four meetings in addition to the meetings of the entire Board of Directors during 2009.2011. Messrs. Axelrod and Gotthelf attended all of those meetings, while Mr. Forem did not attend any.attended one. Mr. Korman was appointed to our Board of Directors and Audit Committee in December 2011 after the final Audit Committee meeting of 2011. The Board of Directors adopted and maintains a written charter for the Audit Committee which is published on the investor relations page of our website (www.tofutti.com).

We have adopted a Code of Business Conduct and Ethics, which operates pursuantapplies to directors, officers, employees and agents of our company. We have also adopted a written charter, assistsCode of Ethics for Senior Officers, which applies to our chief executive officer, and all senior financial officers of our company, including the boardchief financial officer, chief accounting officer or controller, or persons performing similar functions. The Code of directors in fulfilling its oversight responsibilities by reviewing Tofutti Brands’ financial reporting process on behalf of the board. Management is responsible for Tofutti Brands’ internal controls, the financial reporting processBusiness Conduct and compliance with laws and regulations and ethical business standards.

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Conduct and Ethics or the company’sCode of Ethics or grant any waivers, including any implicit waiver, from a provision of these codes to our chief executive officer, chief financial statements were prepared in accordance with

Our shareholders may communicate with the members of our Board of Directors by writing directly to the Board of Directors or specified individual directors to:

Our Secretary will deliver shareholder communications to the specified individual director, if so addressed, or to one of our directors who can address the matter.

Nominees

Our Board of Directors proposes the election of the following nominees as members of the Board of Directors:

Our Board unanimously recommends that shareholders vote FOR the election of each nominee for Director named above.

PROPOSAL II

APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

On January 18, 2005, our Audit Committee appointed Amper, Politziner & Mattia, LLP as our independent registered public accountants, and on January 25, 2005, Amper, Politziner & Mattia, LLP accepted the appointment as our independent registered public accountants.

On August 17, 2010 the Audit Committee of our Board of Directors engaged EisnerAmper LLP to serve as our new independent registered public accounting firm after we were notified on August 16, 2010 that Amper, Politziner and Mattia, LLP would not be able to stand for re-appointment because it combined its practice on that date with that of Eisner LLP to form EisnerAmper LLP, an independent registered public accounting firm.

The following resolution will be offered by the Board of Directors at the Annual Meeting.

“RESOLVED: That the selection of EisnerAmper LLP by the Board of Directors to act as our independent registered public accountants and conduct the annual audit of the financial statements of Tofutti Brands Inc. for the fiscal year ending December 29, 2012 is ratified, confirmed and approved.”

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Our Board of Directors believes that EisnerAmper LLP has the necessary knowledge of our operations, and the personnel, professional qualifications and independence to act as our independent registered public accountants.

In the event this resolution does not receive the necessary votes for adoption, or if for any reason EisnerAmper LLP ceases to act as our independent registered public accountants, the Board of Directors will appoint other independent registered public accountants.

Our Board of Directors unanimously recommends a vote FOR the foregoing proposal.

Representatives of EisnerAmper LLP will attend the Annual Meeting. They will be available to respond to appropriate questions from shareholders at the meeting and will have an opportunity to make a statement if they desire to do so.

Fees Paid to Independent Registered Public Accountants

Set forth below are the aggregate fees billed for each of the last two fiscal years ended December 31, 2011 and January 1, 2011 for services rendered by EisnerAmper LLP and Amper, Politziner & Mattia, LLP.

During fiscal 2011 and 2010, we incurred audit fees with EisnerAmper LLP in the amount of $96,000 and $68,500, respectively. During fiscal 2010, we incurred audit fees with Amper, Politziner & Mattia, LLP (our independent registered public accountants until August 16, 2010) in the amount of $26,000.

Audit fees consist of fees billed for services rendered for the audit of our financial statements and review of our financial statements included in our quarterly reports on Form 10-Q and services provided in connection with other statutory or regulatory filings.

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and not reported under Audit fees. No such fees were billed in fiscal 2011 and 2010.

Tax fees consist of fees billed for professional services related to the preparation of our U.S. federal and state income tax returns and tax advice. No such fees were billed in 2011 or 2010.

Audit Committee Pre-Approval Policies and Procedures

Our Audit Committee is responsible for the appointment, compensation and oversight of the work of our independent registered public accountants. Our Audit Committee has established a policy for pre-approving the services provided by our independent registered public accountants in accordance with the auditor independence rules of the Securities and Exchange Commission. The policy is designed to ensure that the Audit Committee will not delegate to management the Audit Committee’s responsibilities, including the pre-approval of services to be performed by the independent registered public accountants.

The policy requires the review and pre-approval by the Audit Committee of all audit and permissible non-audit services provided by our independent registered public accountants. A proposed service may either be pre-approved by the Audit Committee, or otherwise requires the specific pre-approval of the Audit Committee, on a case-by-case basis. Any proposed services exceeding pre-approved levels will also require specific pre-approval by the Audit Committee.

The term of any general pre-approval is 12 months from the date of pre-approval, unless the Audit Committee considers a different period and states otherwise. Our Audit Committee will annually review and pre-approve the services that may be provided by the independent registered public accountants without obtaining specific pre-approval from the Audit Committee. The Audit Committee may add to or deduct from the

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list of general pre-approved services from time to time, based on subsequent determinations. Our Audit Committee will monitor the audit services engagement on a quarterly basis and will also approve, if necessary, any changes in terms, conditions and fees resulting from changes in audit scope, company structure or other items. Requests or applications to provide services that require specific approval by the Audit Committee will be submitted by our Chief Financial Officer to our Audit Committee.

All of the audit services provided by the independent registered public accountants in fiscal year 2011 were approved by the Audit Committee under its pre-approval policies, and the Audit Committee has determined that the provision of such services is compatible with maintaining EisnerAmper’s independence.

OUR EXECUTIVE OFFICERS

The Board of Directors appoints the executive officers of the Company who are responsible for administering our day-to-day operations. Officers serve at the discretion of the Board of Directors. There are no family relationships between any of our directors and executive officers. All of the executive officers devote their full time to the operations of our company. The names of our current executive officers, their ages as of May 7, 2012, and their positions are shown below. Biographical summaries of each of our executive officers who are not also members of our Board of Directors are included below.

Steven Kass has been our Chief Financial Officer since November 1986 and Secretary and Treasurer since January 1987.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth as of May 10, 20107, 2012 certain information regarding the ownership of our common stock, $0.01 par value, for each person known by us to be the beneficial owner of more than 5% of the outstanding shares of common stock, for each executive officer named in the Summary Compensation Table, for each of our directors and for our executive officers and directors as a group:

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our officers and directors and persons who own more than ten percent of our common stock to file initial statements of beneficial ownership (Form 3) and statements of changes in beneficial ownership (Forms 4 or 5) of common stock and other equity securities of the company with the Securities and Exchange Commission, or the SEC, and the NYSE Amex. Officers, directors and greater than ten percent shareholders are required by SEC regulation to furnish us with copies of all such forms they file.

To our knowledge, based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons that no additional forms were required for those persons, we believe that during fiscal year 20092011 all persons subject to these reporting requirements filed the required reports on a timely basis.

Because of our size and the limited number of executive officers, our compensation structure is not complex. We do not currently have any employment agreements with our executive officers. We do not anticipate having employment contracts with executive officers and key personnel in the future. The executive officers receive salaries based on the prior salaries provided to the two executive officers, the contribution of each executive officer during the course of the year and our financial condition and prospects for the upcoming year. Bonuses for the prior year, when awarded, are finalized and paid in current fiscal year and are generally contingent upon our financial condition and the performance of the executive officers during the prior fiscal year.

The aggregate value of all other perquisites and other personal benefits furnished to each of these executive officers was less than $10,000 forin each of the 20092011 and 20082010 fiscal years.

There were no stock options awarded during the fiscal year ended January 2, 2010.

We do not currently have any long-term incentive plans.

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The following table sets forth the compensation received by each of the Company’sour non-employee directors for the year ended January 2, 2010.December 31, 2011. Each non-employee director is considered independent under NYSE Amex listing standards. Messrs. Forem and Snitow waive their compensation.

The following table summarizes the options awards granted to each of the named executive officers identified above in the summary compensation table above pursuant to an Equity Incentive Plan.

None. Any material transaction between the company and a related party must be disclosed to the full board for evaluation and approval.

AUDIT COMMITTEE REPORT*

Our Audit Committee, appointed Amper, Politziner & Mattia,which operates pursuant to a written charter, assists the board of directors in fulfilling its oversight responsibilities by reviewing Tofutti Brands’ financial reporting process on behalf of the board. Management is responsible for Tofutti Brands’ internal controls, the financial reporting process and compliance with laws and regulations and ethical business standards.

EisnerAmper LLP, as our independent registered public accountants, andaccounting firm, is responsible for expressing opinions on January 25, 2005, Amper, Politziner & Mattia, LLP accepted the appointment as our independent registered public accountants. They have acted as such since that time.

In this context, the Audit Committee reviewed and discussed with management and EisnerAmper LLP, among other things, the scope of ourthe audit to be performed, the results of the audit performed and the independent registered public accountants. Our accounting firm’s fee for the services performed. Management represented to the

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Audit Committee has established a policy for pre-approving the services provided bythat our independent registered public accountantsfinancial statements were prepared in accordance with generally accepted accounting principles. Discussions about our audited financial statements included the auditorauditors’ judgments about the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in our financial statements.

The Audit Committee also discussed with EisnerAmper LLP other matters required by Statement on Auditing Standards, (“SAS”) No. 61 “Communication with Audit Committees,” as amended. EisnerAmper LLP provided to the Audit Committee written disclosures and the letter required by required by the applicable requirements of the Public Company Accounting Oversight Board. The Audit Committee discussed with EisnerAmper LLP the registered public accounting firm’s independence rulesfrom the company.

Based on the Audit Committee’s discussion with management and EisnerAmper LLP and the Audit Committee’s review of the representations of management and the report of EisnerAmper LLP to the Audit Committee, the Audit Committee recommended to the board that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission. The policy is designed to ensure that the Audit Committee will not delegate to management the Audit Committee’s responsibilities, including the pre-approval of services to be performed byCommission and selected EisnerAmper LLP as the independent registered public accountants.

Submitted by the Audit Committee of all audit and permissible non-audit services provided by our independent registered public accountants. A proposed service may either be pre-approved by the Audit Committee, or otherwise requires the specific pre- approval of the Audit Committee, on acase-by-case basis. Any proposed services exceeding pre-approved levels will also require specific pre-approval by the Audit Committee.

The 2011 Annual Report is not incorporated in, and is not a vote FORpart of, this proxy statement and is not proxy-soliciting material. We encourage you to review the foregoing proposal.

Pursuant toRule 14a-8 under the Exchange Act, shareholders may present proper proposals for inclusion in a company’s proxy statement and for consideration at the next annual meeting of its shareholders by submitting their proposals to our company in a timely manner.

Shareholders interested in submitting a proposal for inclusion in the proxy materials for the annual meeting of shareholders in 20112013 may do so by following the procedures set forth inRule 14a-8 of the Securities Exchange Act of 1934, as amended. To be eligible for inclusion, shareholder proposals must be received by us no later than January 13, 2011.3, 2013. Except in the case of proposals made in accordance withRule 14a-8, for shareholder proposals to be considered at the 20112013 annual meeting of shareholders, the shareholder must have given timely notice thereof in writing to the Companyour corporate secretary by March 29, 2011.

Our Board of Directors does not intend to bring any matters before the Annual Meeting other than those specifically set forth in the Notice of the Annual Meeting and knows of no matters to be brought before the Annual Meeting by others. If any other matters properly come before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote such proxy in accordance with the judgment of the Board of Directors.

Our financial statements are included in our 2011 Annual Report, to Shareholders for the 2010 fiscal year, which wasis expected to be mailed to our shareholders beginning on or about May 13, 2010.