Exhibit 99.1
VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxyNATIONAL HEALTHCARE CORPORATIONcard in hand when you access the web site and follow theC/O COMPUTERSHAREinstructions to obtain your records and to create an electronicP.O. BOX 43078voting instruction form.PROVIDENCE, RI 02940-3078ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS If you would like to reduce the costs incurred by National Healthcare Corporation in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years.VOTE BY PHONE — 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to National Healthcare Corporation, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: NATHC1 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLYTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. NATIONAL HEALTHCARE CORPORATION THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS I, II AND III. Vote on Proposals For Against Abstain I . ADOPTION OF THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF NHC TO INCREASE THE MAXIMUM NUMBER OF SHARES OF UNDESIGNATED PREFERRED STOCK HAVING A PAR VALUE OF $.01 PER SHARE 0 0 0 FROM 10,000,000 SHARES TO 25,000,000 SHARES. II. APPROVAL OF THE ISSUANCE OF SHARES OF NHC SERIES A CONVERTIBLE PREFERRED STOCK PURSUANT TO THE 0 0 0 MERGER AGREEMENT BY AND AMONG DAVIS ACQUISITION SUB LLC, NHC/OP, L.P. AND NHR. III. APPROVAL OF THE POSTPONEMENT OR ADJOURNMENT OF THE SPECIAL MEETING FOR THE SOLICITATION 0 0 0 OF ADDITIONAL VOTES, IF NECESSARY. IV. IN THE DISCRETION OF THE PROXIES, ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE 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 VOTED FOR PROPOSALS I, II AND III. Please sign exactly as name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney, as executor, administrator, trustee or guardian, please give full name as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date |
PROXY NATIONAL HEALTHCARE CORPORATION 100 Vine Street, Suite 1402 Murfreesboro, Tennessee 37130 This Proxy is Solicited on Behalf of the Board of Directors The undersigned hereby appoints Robert G. Adams and/or John K. Lines as Proxies, each of them with power of substitution, to represent and vote on behalf of the undersigned all of the shares of National HealthCare Corporation which the undersigned is entitled to vote at the Special Meeting of Stockholders to be held at 100 Vine Street, Suite 1400, Murfreesboro, Tennessee, on October 25, 2007, at 4:30 P.M. Central Time, and at any continuances thereof, hereby revoking all proxies heretofore given with respect to such stock, upon the proposals listed on the reverse side and more fully described in the notice of and proxy statement for the meeting (receipt whereof is hereby acknowledged).PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE. |