You are cordially invited to attend the Annual Meeting of StockholdersShareholders (the “Annual Meeting”) of  Las Vegas Railway Express, Inc., a Nevada corporation (together with its subsidiaries, “Company”, “Las Vegas Railway”, “we”, “us” or “our”), which will be held on September 30, 2014, at 9.00 A.M. PST at the office of Las Vegas Railway Express, Inc., located at 6650 Via Austi Pkwy, Suite 140, Las Vegas, NV 89119, for the following purposes:

This Proxy Statement is being furnished to the shareholders of Las Vegas Railway Express, Inc. (together with its subsidiaries, “Company”, “Las Vegas Railway”, “we”, “us” or “our”) in connection with the solicitation of proxies by our Board of Directors (the “Company”“Board of Directors” or the “Board”) willfor use at the Annual Meeting of Shareholders to be held at the office of Las Vegas Railway Express, Inc., located at 6650 Via Austi Pkwy, Suite 140, Las Vegas, NV 89119, on September 30, 2014, at 9:00 A.M. PST, and at any and all adjournments or postponements thereof (the “Annual Meeting”) for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders.  Accompanying this Proxy Statement is a proxy/voting instruction form (the “Proxy”) for the Annual Meeting, which you may use to indicate your vote as to the proposals described in this Proxy Statement.  It is contemplated that this Proxy Statement and the accompanying form of Proxy will be first mailed to the Company’s shareholders on or about September 11, 2014.

All Proxies which are properly completed, signed and returned prior to the Annual Meeting, and which have not been revoked, will be voted in favor of the proposals described in this Proxy Statement unless otherwise directed. A shareholder may revoke his or her Proxy at any time before it is voted either by filing with the Secretary of the Company, at its principal executive offices located at 6650 Via Austi Parkway, Suite 140, Las Vegas, NV 89119, on Monday, September 23, 2013, at 9:00 am local time, to considera written notice of revocation or a duly-executed Proxy bearing a later date or by attending the following proposals:Annual Meeting and voting in person.

2.           To ratifyRepresentation at the appointmentAnnual Meeting of BDO USA, LLPthe holders of a majority of the outstanding shares of our common stock entitled to vote, either in person or by a properly executed Proxy, is required to constitute a quorum. Abstentions and broker non-votes, which are indications by a broker that it does not have discretionary authority to vote on a particular matter, will be counted as “represented” for the Company’spurpose of determining the presence or absence of a quorum. Under the Nevada Corporation Law, once a quorum is established, shareholder approval with respect to a particular proposal is generally obtained when the votes cast in favor of the proposal exceed the votes cast against such proposal.

In the election of our Board of Directors, shareholders are not allowed to accumulate their votes. Shareholders are entitled to cast a vote for each of the openings on the Board to be filled at the Annual Meeting. The five nominees receiving the highest vote totals will be elected as our Board of Directors. For approval of the proposed ratification of our independent registered accountant, the votes cast in favor of the proposal must exceed the votes cast against the proposal. Accordingly, abstentions and broker non-votes will not affect the outcome of the election of the Board of Directors or the ratification of the independent public accounting firm foraccountants. Further, the fiscal year ending March 31, 2014.

5.           To conduct anThe advisory vote on the frequency of futurethe advisory votesvote on executive compensation.compensation (Proposal 4) that receives a plurality (that is, the largest number) of votes cast will be the preference selected by shareholders. Abstentions and broker non-votes are not considered to be votes cast and therefore will have no effect on the outcome of this advisory vote.

These proposals are fully set forthHowever, the broker or other financial institution that holds your shares in the accompanying Proxy Statement, which you are urged to read thoroughly. The Company intends to mail the Annual Report, Proxy Statement and proxy card enclosed with this notice on or about _______, 2013 to all stockholders entitledits name does not have discretion to vote your shares for non-routine matters. The approval of the election of directors (Proposal 1), the advisory vote on executive compensation (Proposal 3), the advisory vote on the frequency of the advisory vote on executive compensation (Proposal 4) and the vote on the Authorized Share Increase (Proposal 5) are non-routine matters and the firm that holds your shares in its name may not vote on this item absent your instruction. When a firm votes a client's shares on some but not all of the proposals at the Annual Meeting. Only stockholdersMeeting, the missing votes are referred to as “broker non-votes.” Those shares will be included in determining the presence of recorda quorum at the closeAnnual Meeting, but are not considered “present” for purposes of businessvoting on July 29, 2013 will be entitledthe non-routine items.

For a period of at least ten days prior to attend and vote at the meeting.  AAnnual Meeting, a complete list of all stockholdersshareholders entitled to vote at the Annual Meeting will be available at the principal officeexecutive offices of the Company during usual business hours, for examination by any stockholder for any purpose germane to the Annual Meeting for 10 days prior to the date thereof.   Stockholders are cordially invited to attend the Annual Meeting. However, whether or not you plan to attend the meeting in person, your shares should be represented and voted. After reading the enclosed Proxy Statement, please sign, date, and return promptly the enclosed Proxy in the accompanying postpaid envelope we have provided for your convenience to ensure that your shares will be represented. Alternatively, you may wish to provide your response by telephone or electronically through the Internet by following the instructions set out on the enclosed proxy card. If you do attend the meeting and wish to vote your shares personally, you may revoke your Proxy.

 

 

The Company has delivered printed versionswill pay the cost of these materialspreparing, assembling and mailing this proxy-soliciting material, and all costs of solicitation, including certain expenses of brokers and nominees who mail proxy material to you by mail, in connection with the Company’s solicitation of proxies for use at the Annual Meeting.  These materials describe the proposals on which the Company would like you to vote and also give you information on these proposals so that you can make an informed decision.their customers or principals.

Mr. Barron has been a developer of new business enterprises for nearly 30 years. Mr. Barron began his career in 1971 where he was the Senior Planner for the City of Monterey and was the HUD liaison for the City’s downtown redevelopment project. He master planned the city’s redevelopment of famous Cannery Row, Fisherman’s Wharf, and was Secretary of the Architectural Review Committee. Mr. Barron was the founder of Citidata, the first electronic provider of computerized real estate multiple listing service (MLS) information in the nation from 1975 to 1979. Citidata became the nation’s largest provider of electronic real estate information and was sold to Moore Industries in 1979. In June 1979, TRW hired Mr. Barron to develop its real estate information services division (TRW/REIS) that acquired 11 companies in the field and eventually became the world’s largest repository of real estate property information - Experian. In November 1988, he founded and served as President, until 1992, of Finet Holdings Corporation (NASDAQ:FNCM), a publicly traded mortgage broker and banking business specializing in e-mortgage financing on site in real estate offices and remote loan origination via the Internet (www.finet.com). The company was publicly traded and maintained a market capitalization of $500 million. From March 1995-1998, Mr. Barron pioneered the first nationwide commercially deployed video conference mortgage financing platform for Intel Corporation which as a licensed mortgage banker and broker in 20 states funded over $1 billion in closed loans. He later went on to serve as CEO for Shearson Home Loans a $1 billion per year funding publicly traded mortgage bank with a peak of  over 250 branch locations licensed in 23 states. Heand founded Liberty Capital, a mortgage loan$100 million asset management company based in Las Vegas, Nevada with a loan portfolio in excess of 4,000 loans.Nevada. Mr. Barron holds an Associate in Science degree from Monterey Peninsula College and a B.A.B.S. degree from California Polytechnic State University. Michael A. Barron has served as Director on Las Vegas Railway Express’ boardBoard of directorsDirectors since inception. Mr. Barron’s experience as our Presidentpresident and Chief Executive Officerchief executive officer quality him to serve on our board of directors.

Mr. McPherson has served as a director of the Company since January 15, 2012. Mr. McPherson joined the Board of Directors of CSX Corporation in July 2008. He served as President and COO of Florida East Coast Railway, a wholly-owned subsidiary of Florida East Coast Industries, Inc., from 1999 until his retirement in 2007. From 1993-1998, Mr. McPherson served as Senior Vice President - Operations, and from 1998-1999, he served as President and CEO of the Illinois Central Railroad. Illinois Central became the most efficient railroad with the lowest operating ratio in North America. Prior to joining the Illinois Central Railroad, Mr. McPherson served in various capacities at Santa Fe Railroad for 25 years. As a result of his extensive career in the rail industry, Mr. McPherson serves as an expert in railroad operations. From 1997-2007, Mr. McPherson served as a member of the board of directors of TTX Company, a railcar provider and freight car management services joint venture of North American railroads. Mr. McPherson’s railroad industry knowledge and experience qualifies him to serve on the Company’s board of directors.

Mr. Lamphere has served as a director of the Company since October 1, 2011. Mr. Lamphere serves on the Board of Directors of CSX Corporation and has served on the board of Canadian National Railway, Chaired the Board of the Illinois Central Railroad and served on the board of Florida East Coast Railway (350 miles down East Coast of Florida).  He was also instrumental in the investment and oversight of Mid-South Rail.  Mid-South, Illinois Central and Canadian National became successively the most efficient railroads with the lowest operating ratios in North America. He is the Managing Director of Lamphere Capital Management, a private investment firm which he founded in 1999 and Chairman of FlatWorld Acquisition Corp., a publicly traded private equity company. He has served as a director of numerous other public companies, including Carlyle Industries, Inc., Cleveland-Cliffs, Inc., R.P. Scherer Corporation, Global Natural Resources Corporation and Recognition International, Inc. Earlier in his career, Mr. Lamphere was Vice President of Mergers and Acquisitions at Morgan Stanley. Mr. Lamphere’s railroad industry knowledge and experience qualify him to serve on our board of directors.

 

Mr. O’Connor has served as a director of the Company since January 11, 2013. Mr. O’Connor is Chairman of J.H. Whitney Investment Management, LLC, a position he has held since January 2005. From January 2009 to March 2011, Mr. O’Connor also served as Chief Executive Officer of Tactronics Holdings, LLC a Whitney Capital Partners portfolio Holding Company that provided tactical integrated electronic systems to U.S. and foreign military customers as well as composite armor solutions for military vehicles through its Armostruxx division. Previously, Mr. O’Connor was Chairman of JP Morgan Alternative Asset Management, Inc. (part of the investment manager arm of JP Morgan), Chairman of JP Morgan Incubator Strategies, Inc. (a hedge fund investment arm of JP Morgan) and an Executive Partner of JP Morgan Partners (a private equity firm) and responsible for all proprietary and client Hedge Fund and Fund of Fund activities of JP Morgan, in addition to his responsibilities as a Senior Private Equity Manager. He was also a member of the Risk Management Committee of JP Morgan Chase, which is responsible for policy formulation and oversight of all market and credit risk taking activities globally. Mr. O’Connor earned a bachelor’s degree in economics from Tulane University and an MBA degree from Columbia University Graduate School of Business. Mr. O’Connor serves as a special consultant in a pro-bono capacity for the U.S. Department of Defense and is an appointed special consultant to the Department of Defense Business Board. He is a member of the Senior Advisors Panel of both the United States European Command and the United States Southern Command and a member of the Highland Forum which supports the Under Secretary of Defense for Intelligence. Mr. O’Connor also serves on the boards of the Fund for the City of New York (an organization which develops and helps implement innovations in policy, programs, practices and technology in order to advance the functioning of government and nonprofit organizations) and The Animal Care and Control Center in the City of New York as well as North Carolina Outward Bound. He is a trustee of the China Institute (the oldest institution in America focused on the U.S.—China relationship). Mr. O’Connor has been a director of Olin Corporation since 2006, where he is a member of the Audit Committee and the Directors and Corporate Governance Committee. Mr. O’Connor’s financial and business executive knowledge and experience qualify him to serve on the Company’s board of directors.

Mr. Rebensdorf, 58, is a finance and M&A professional with over 25Batory has more than 43 years of experience in all phasesthe railroad industry, serving in various administration and operating management positions of industry, both domestically and internationally.considerable responsibility. He has worked with financialfor Grand Trunk Western Railroad Company, Southern Pacific Transportation Company, The Beltway Company of Chicago as a President and investment banking firms of all sizes and has participated in over 50 merger and acquisition transactions valued at over $1.2 billion. He has served as an advisor in public and private financings valued at over $1.8 billion, with concentrated transaction experience in the small cap and micro cap industries. Hea Vice President for Consolidated Rail Corporation.  Mr. Batory has served on the Board of Directors of numerous public and private companies which he or his investors have invested in. Mr. Rebensdorf is highly experienced with corporate and SEC compliance standards. He graduated magna cum laude from Arizona State University, and holds a Juris Doctor degree from Creighton University School of Law. Since July 1996, Mr. Rebensdorf has been President of The Rebensdorf Group, Inc. (“TRGI”), a boutique investment banking and consulting firm dealing primarily with emerging growth companies. TRGI’s clients included companies of all sizes and in all stages of development. TRGI has advised numerous companies from start-up phases through the IPO process. Finance projects have ranged from $1 million to $140 million. Mr. Rebensdorf’s financial and business executive knowledge and experience qualify him to serve on the Company’s board of directors.

On December 10, 2012, Hamilton, PC (“Hamilton”) was dismissedThe Board of Directors has appointed BDO as the Company’sour independent registered public accounting firm. Hamilton’s dismissal was approvedfirm to examine the consolidated financial statements of the Company for fiscal year ending March 31, 2015.  The Board of Directors seeks an indication from shareholders of their approval or disapproval of the appointment.

BDO will audit our consolidated financial statements for the fiscal year ended March 31, 2015.  We anticipate that a representative of BDO will be present by telephone at our 2014 annual meeting, will have the Company’s board of directors. Hamilton’s audit reports onopportunity to make a statement if they desire to do so at the Company’smeeting, and will be available to respond to appropriate questions at the meeting.

Our consolidated financial statements for the fiscal years ended March 31, 20122014 were audited by BDO.

In the event shareholders fail to ratify the appointment of BDO, the Board of Directors will reconsider this appointment. Even if the appointment is ratified, the Board of Directors, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Board of Directors determines that such a change would be in the interests of the Company and 2011 didits shareholders.

We are asking our shareholders to provide advisory approval of the compensation of the Named Officers, as described in the “Executive Compensation” section of this Proxy Statement. While this vote is advisory, and not contain an adverse opinionbinding on the Company, it will provide information to our Board and Compensation Committee regarding investor sentiment about our executive compensation policies and practices, which the Compensation Committee will be able to consider when determining executive compensation for the fiscal year ending 2015 and beyond.

This proposal, commonly known as a “say-on-pay” proposal, gives the Company’s shareholders the opportunity to endorse or a disclaimer of opinionnot endorse our executive compensation program and were not qualified or modified as to uncertainty, audit scope or accounting principles, exceptpolicies through the following resolution:

“RESOLVED, that the audit reports includedcompensation of the Company’s Named Officers, as disclosed pursuant to compensation disclosure rules of the Securities and Exchange Commission located in the “Executive Compensation” section of this proxy statement, and the accompanying executive compensation table and narrative discussions, is hereby APPROVED.”

The Board of Directors has approved, and is recommending that you vote for approval at the Annual Meeting, an explanatory paragraphamendment the Article thereof numbered “4” to increase the number of shares of Common Stock we are authorized to issue from 200,000,000 to 500,000,000.

The Board of Directors has made no decisions or commitments with respect to the uncertaintyuse of the requested shares of Common Stock, and it has no plans to commence an offering of any of the Company’s shares at this time. The Board believes, however, that Proposal 5 provides the flexibility the Company needs to satisfy its obligation to raise additional capital to support the Company.  Approval of Proposal 5 will permit the Company to take advantage of opportunities as they arise.

If Proposal 5 is approved, the additional authorized shares of Common Stock may be issued for such consideration, cash or otherwise, at such times and in such amounts as the Board may determine without further shareholder approval, except to the extent that shareholder approval is required by applicable laws, rules or regulations.

The additional shares of Common Stock to be authorized by adoption of the proposed amendment to our Articles of Incorporation would have rights identical to our currently outstanding Common Stock.  The Authorized Share Increase will not change the number of shares of stock outstanding, nor will it have any immediate dilutive effect or change the rights of current holders of our Common Stock.  However, to the extent that the additional authorized shares are issued in the future, they may dilute the percentage equity ownership of existing shareholders and, depending on the price at which they are issued, may also dilute earnings and book value on a per share basis. The Company’s abilityshareholders have no preemptive rights to continuesubscribe for additional shares of Common Stock when issued, which means that current shareholders do not have a prior right to purchase any newly-issued shares in order to maintain their proportionate ownership of the Company’s Common Stock.

The approval of the adoption of Proposal 5 for the amendment to our Articles of Incorporation requires the affirmative vote of a majority of the outstanding shares of our Common Stock that are entitled to vote. Abstentions and broker non-votes are not affirmative votes and, therefore, will have the same effect as a going concern. Duringvote against such proposal.

The following table provides information concerning the compensation for the years ended March 31, 20122014 and 2011March 31, 2013 for the Company’s Chief Executive Officer, Chief Financial Officer and Chief Operating Officer (collectively, the “Named Officers”)

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own 10% or more of a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Directors, executive officers and greater than 10% shareholders are required by the rules and regulations of the SEC to furnish the Company engaged BDO USA, LLP (“BDO”)with copies of all reports filed by them in compliance with Section 16(a).

Based solely on our review of certain reports filed with the Securities and Exchange Commission pursuant to serveSection 16(a) of the Securities Exchange Act of 1934, as itsamended, the reports required to be filed with respect to transactions in our common stock during the fiscal year ended March 31, 2014, were timely.

Management is responsible for the preparation of the Company's financial statements and the Company's independent registered public accounting firm. Duringaccountants are responsible for auditing those statements. In connection with the years endedpreparation of the financial statements for the year ending March 31, 20122014, the Audit Committee (i) reviewed and 2011discussed the audited financial statements with management; (ii) discussed with the independent registered public accountants the matters required to be discussed under Statement on Auditing Standards No. 61, as amended, (AICPA Professional Standards, Vol. 1, AU Section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T; and during(iii) received the subsequent interim period precedingwritten report, disclosures and the dateletter from the independent registered public accountants required by Public Company Accounting Oversight Board Rule 3526, “Communication with Audit Committees Concerning Independence,” and the Audit Committee has reviewed, evaluated and discussed with that firm the written report and its independence from the Company. The Audit Committee also has discussed with management of BDO’s engagement, the Company did not consult with BDO regardingand the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Company’s financial statements. The decision to engage BDO was approved by the Company’s board of directors.

Based upon these reviews and discussions, the Audit Committee recommended, and the Board of Directors approved, the inclusion of the CompanyCompany's audited financial statements in the Company's Annual Report on Form 10-K for the fiscal year endingended March 31, 2014. Representatives2014, for filing with the SEC.

The preceding Report of BDO are not expected to attend the 2013 Annual MeetingAudit Committee will be filed with the records of stockholders.the Company.

(a) The aggregate fees billed by the Company's auditorBDO for the professional services rendered in connection with the audit of the Company's annualCompany’s financial statements for the fiscal years ended March 31, 2014 and reviews of the financial statements included in the Company's Forms 10-Qs for fiscal 2013, were $80,750 and 2012 were approximately $78,825, and $57,645, respectively.

There(b) BDO did not bill the Company any amounts for assurance and related services that were norelated to its audit related fees billed byor review of the Company's auditor forCompany’s financial statements during the fiscal yearyears ended March 31, 2014 and 2013, respectively.

 

The audit committeeCompany’s Audit Committee has adopted policies and procedures that shall require the pre-approval by the Audit Committee of all fees paid to, and all services performed by, the Company’s independent accounting firms. At the beginning of each year, the Audit Committee shall approve the proposed services, including the nature, type and scope of services contemplated and the related fees, to be rendered by these firms during the year. In addition, Audit Committee pre-approval is also required for those engagements that may arise during the course of the year that are outside the scope of the initial services and fees pre-approved by the Audit Committee.

Three of our board is responsible for providingdirectors, John McPherson, John O’Connor and Ronald Batory, are independent objective oversight and reviewdirectors, using the NASDAQ definition of our accounting functions, internal controls and financial reporting process. Currently, the audit committee is comprised of Messrs. Thomas Mulligan Chairman, John Marino,  John D. McPherson.

 

Certain officers and directors have a beneficial ownership and are officers and directors companies which are or have been parties to financial transactions. We may be subject to various conflicts of interest in our relationship with Mr. Barron, Mr. Rebensdorf and Mr. Lamphere and their other business enterprises. Mr. Lamphere and Mr. Rebensdorf own or are partners other business enterprises that entered into advisory or consulting agreements with Las Vegas Railway Express, Inc. and Mr. Barron is executive officer, CEO, of the Company. The audit committee discussedfollowing is a description of transactions and relationships between us, our executive officers and our directors and each of their affiliates.

On November 23, 2009, the Company entered into an Asset Purchase Agreement with ourLas Vegas Railway Express, a Nevada Corporation, of which Allegheny was owner of 28.6% and Mr. Barron is a 28.6% owner, independent auditorsof Allegheny.  On January 21, 2010, by shareholder approval the overall scopeCompany acquired Las Vegas Railway Express for 1,000,000 shares of the Company’s stock, of which 200,000 were issued on April 23, 2010.  The remaining 800,000 shares were issued on August 15, 2012.

Dianne David Barron, the Company’s Manager of Station Development is the spouse of the CEO, Michael A. Barron and plansreceives an annual salary of $96,000.

John H. Marino, a former Director of the Company through March 10, 2014, is a 100% owner of Transportation Management Services, Inc., a company that entered into consulting agreement with the independent auditors, with and without management present, to discuss the results of their examination, their evaluation of our internal controls, and the overall quality of our financial reporting.

The audit committee selectsfollowing table sets forth certain information regarding the beneficial ownership of the Company’s independent registered public accounting firm annuallyCommon Stock as of August 29, 2014 by (a) each of the Company's directors and has submitted such selection forexecutive officers, (b) all of the year ending March 31, 2013 for ratificationCompany's directors and executive officers as a group and (c) each person known by stockholders at the Company’s annual meeting.Company to be the beneficial owner of more than five percent of its outstanding common stock.

 

A copy of the Company’s executive officers who are named inAnnual Report on Form 10-K as filed with the Summary Compensation TableSEC is available upon written request and without charge to shareholders by writing to the Company c/o Secretary, 6650 Via Austi Parkway, Suite 140, Las Vegas, NV 89119 or by calling telephone number (702) 583-6715.

In certain cases, only one Annual Report and Proxy Statement may be delivered to multiple shareholders sharing an address unless the Company has received contrary instructions from one or more of the Company’s 2013shareholders at that address. The Company will undertake to deliver promptly upon written or oral request a separate copy of the Annual Report or Proxy Statement, as applicable, to a shareholder at a shared address to which a single copy of such compensation is discloseddocuments was delivered. Such request should also be directed to Secretary, Las Vegas Railway Express, Inc., at the address or telephone number indicated in the Company’s 2013previous paragraph. In addition, shareholders sharing an address can request delivery of a single copy of Annual Reports or Proxy Statement pursuantStatements if they are receiving multiple copies of Annual Reports or Proxy Statements by directing such request to Item 402 of Regulation S-K, which disclosure includes the Proxy Statement’s Summary Compensation Table and other executive compensation tables and related narrative disclosures.same mailing address.

 

The boardWe have not received notice of directors knows of noand do not expect any matters to be presented for vote at the Annual Meeting, other business whichthan the proposals described in this Proxy Statement. If you grant a proxy, the person named as proxy holder, Michael Barron, or their nominees or substitutes, will behave the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting. If for any other matters properly come beforeunforeseen reason, any of our nominees are not available as a candidate for director, the meeting, the persons named in the enclosed Proxy, or their substitutes,proxy holder will vote the shares represented thereby in accordance with their judgment onyour proxy for such matters.

The undersigned hereby appoints Michael Barron as Proxy with full power of substitution to vote all the Company'sshares of common stock which the undersigned would be entitled to vote if personally present at the Annual ReportMeeting of Shareholders to be held on Form 10-K forSeptember 30, 2014, at 9:00 A.M. PST at the fiscal year ended March 31, 2013 may be obtained without charge by writing to the Corporate Secretary,office of Las Vegas Railway Express, Inc., located at 6650 Via Austi Parkway, SuitePkwy # 140, Las Vegas, NB 89119.  

The Board of Stockholders may do so by following the procedures prescribed in Rule 14a-8 under the Securities Exchange ActDirectors recommends a vote FOR Proposal Nos. 1, 3 and 5, a ratification of 1934, as amended. To be eligible, the stockholder proposals must be received by our Corporate Secretary at our principal executive officeProposal No. 2, and EVERY ONE YEAR on or before _________, 2014. Such proposal must also meet the other requirements of the rules of the SEC relating to shareholders’ proposals.Proposal No. 4.