(RULE 14a-101)
SCHEDULE 14A INFORMATION
EXCHANGE ACT OF 1934
o Preliminary Proxy Statement | ||
o Confidential, for Use of the Commission Only (as permitted byRule 14a-6(e)(2)) | ||
þ Definitive Proxy Statement | ||
o Definitive Additional Materials | ||
o Soliciting Material Pursuant toSection 240.14a-12 |
(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 ActRule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of transaction: |
(5) | Total fee paid: |
o | Check box if any part of the fee is offset as provided by Exchange ActRule 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: |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | ||||||||
GENERAL | ||||||||
ELECTION OF DIRECTORS | ||||||||
STOCK PERFORMANCE GRAPH | ||||||||
CORPORATE GOVERNANCE | ||||||||
CERTAIN TRANSACTIONS | ||||||||
ACCOUNTING AND AUDIT MATTERS | ||||||||
OTHER MATTERS |
10720 Sikes Place, Suite 300
Charlotte, North Carolina 28277
To Be Held on March 1, 2007
Term | ||||||||||||||
Name | Age | Class | Expires | Business Experience | ||||||||||
Robert S. McCoy, Jr.(1)(2)(4) | 68 | I | 2008 | Mr. McCoy has been a director since October 2003. Prior to his retirement in August 2003, he served as vice chairman of Wachovia Corporation (‘‘Wachovia”) and co-chaired the effort to integrate Wachovia and First Union Corporation after their merger in September 2001. Prior to the merger, he served as vice chairman and chief financial officer of Wachovia. Mr. McCoy had been with Wachovia since its 1991 acquisition of South Carolina National Corporation, where he served as president. Prior to that, he was a partner with Price Waterhouse (now PricewaterhouseCoopers). Mr. McCoy also serves as a director of Krispy Kreme Doughnuts, Inc. | ||||||||||
John B. McKinnon(2)(3)(4) | 72 | I | 2008 | Mr. McKinnon has been a director since March 2001. He also served as a director from 1996 until 1998. From 1989 until his retirement in 1995, Mr. McKinnon served as the dean of the Babcock Graduate School of Management at Wake Forest University. From 1986 to 1988, he served as president of Sara Lee Corporation. Mr. McKinnon also serves as a director of Ruby Tuesday, Inc. and a number of private companies. |
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Term | ||||||||||||||
Name | Age | Class | Expires | Business Experience | ||||||||||
Galen D. Powers(1)(2)(4) | 70 | I | 2008 | Mr. Powers has been a director since October 1998. He is the senior founder and served as president of Powers, Pyles, Sutter & Verville P.C., a Washington, D.C. law firm specializing in healthcare and hospital law, from 1983 to 2001. Mr. Powers was the first chief counsel of the federal Health Care Financing Administration (now Centers for Medicare and Medicaid Services) and has served as a director and the president of the American Health Lawyers Association. He serves as a director and chairman of the compliance committee of HMS Holdings, Inc. and as a director of a number of private companies in the healthcare industry. | ||||||||||
Adam H. Clammer(3) | 36 | III | 2007 | Mr. Clammer has been a director since 2002. Mr. Clammer became a member of the limited liability company which serves as the general partner of KKR in January 2006. He has been an executive of KKR since 1995. Prior to joining KKR, Mr. Clammer was with Morgan Stanley & Co. in its mergers and acquisitions department. He also serves as a director for a number of private companies. | ||||||||||
Edward A. Gilhuly | 47 | III | 2007 | Mr. Gilhuly has been a director since August 1998. In January 2006, Mr. Gilhuly became a member of Sageview Capital LLC. Prior to that, he was an executive of KKR from 1986 and a general partner from January 1995, before becoming a member of the limited liability company which serves as the general partner of KKR in January 1996. Mr. Gilhuly was managing director of Kohlberg Kravis Roberts & Co. Ltd., the London-based affiliate of KKR prior to forming Sageview Capital, LLC. He also serves as a director of Legrand SA. | ||||||||||
Paul B. Queally(3) | 42 | III | 2007 | Mr. Queally has been a director since August 1998. He has been a general partner at Welsh, Carson since January 1996. Prior to joining Welsh, Carson, Mr. Queally was a general partner of the Sprout Group, the private equity group of Credit Suisse First Boston. He also serves as a director of Amerisafe, Inc., United Surgical Partners International, Inc. and a number of private companies. |
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Term | ||||||||||||||
Name | Age | Class | Expires | Business Experience | ||||||||||
Jacque J. Sokolov, MD(1) | 52 | III | 2007 | Dr. Sokolov has been a director since March 2004. Since 1998, he has served as the chairman and senior partner of SSB Solutions, a national healthcare management consulting, project development and investment firm. Dr. Sokolov previously served as chairman of Coastal Physician Group, Inc., which later became PhyAmerica Physician Group, Inc., from 1994 until 1997. Dr. Sokolov also serves as a director of Hospira, Inc. | ||||||||||
John T. Casey | 61 | II | 2009 | Mr. Casey has served as Chairman of MedCath’s Board of Directors since September 2003 and as a director since May 2000. From September 3, 2003 to February 21, 2006 he also served as President and Chief Executive Officer of MedCath. Mr. Casey continued to be employed by the Company through August 21, 2006, when he became a non-executive Chairman of the Board. From 1997 to 1999, Mr. Casey served as chairman and chief executive officer of Physician Reliance Network, Inc., a publicly traded company that was, prior to its merger with US Oncology, Inc., the largest oncology practice management company in the United States. From 1995 to 1997, Mr. Casey was the chief executive officer of Intecare, LLC, a company formed for the purpose of developing joint venture partnerships with hospitals and integrated healthcare systems. From 1991 to 1995, he served as president and chief operating officer of American Medical International, which, at that time, was the third largest publicly held owner and operator of hospitals in the country. In 1995, American Medical merged with National Medical Enterprises to create Tenet Healthcare Corporation, where Mr. Casey served as vice-chairman until 1997. |
(1) | Indicates a member of the compliance committee. | |
(2) | Indicates a member of the corporate governance and nominating committee. | |
(3) | Indicates a member of the compensation committee. | |
(4) | Indicates a member of the audit committee. |
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• | each person who is known to be the beneficial owner of more than five percent of the outstanding shares of MedCath’s common stock, | |
• | each officer of the Company listed on the summary compensation table that appears elsewhere in this proxy statement, | |
• | each director of the Company, and | |
• | MedCath’s current executive officers and directors as a group. |
Percentage of | ||||||||
Common | ||||||||
Number of Shares | Stock | |||||||
Name of Beneficial Owner | Beneficially Owned(1) | Outstanding | ||||||
MedCath 1998 LLC(2) | 3,968,522 | 18.8 | ||||||
Paul B. Queally(3) | 3,572,056 | 17.0 | ||||||
Welsh, Carson, Anderson & Stowe VII, L.P.(3) | 3,540,801 | 16.8 | ||||||
Nierenberg Investment Management Company, Inc.(4) | 1,732,130 | 8.2 | ||||||
Dimensional Fund Advisors, Inc. | 1,170,521 | 5.6 | ||||||
O. Edwin French | 504,000 | 2.4 | ||||||
Phillip J. Mazzuca | 300,000 | 1.4 | ||||||
James E. Harris | 238,759 | 1.1 | ||||||
Thomas K. Hearn, III | 90,540 | * | ||||||
Joan McCanless | 74,000 | * | ||||||
John T. Casey | 30,500 | * | ||||||
Galen D. Powers | 28,500 | * | ||||||
Edward A, Gilhuly | 28,500 | * | ||||||
John B. McKinnon | 24,500 | * | ||||||
Adam C. Clammer | 21,000 | * | ||||||
Robert S. McCoy, Jr. | 14,000 | * | ||||||
Jacque J. Sokolov, MD | 14,000 | * | ||||||
Directors and executive officers, as a group (14 persons) | 5,055,355 | 23.7 |
* | Indicates less than one percent ownership. | |
(1) | The following shares of common stock subject to options currently exercisable or exercisable within 60 days of January 19, 2007 are deemed outstanding for the purpose of computing the percentage ownership of the person holding these options but are not deemed outstanding for computing the percentage ownership of any other person: Edward A. Gilhuly, 28,500; Paul B. Queally, 28,500; O. Edwin French, 500,000; Phillip J. Mazzuca, 300,000; John T. Casey, 3,500; James E. Harris, 238,759; Thomas K. Hearn, III, 90,540; Joan McCanless, 74,000; John B. McKinnon, 24,500; Galen D. Powers, 28,500; |
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Adam H. Clammer, 21,000; Robert S. McCoy, Jr., 14,000; Jacque J. Sokolov, MD, 14,000; and directors and executive officers, as a group, 1,440,799. | ||
(2) | MedCath 1998 LLC is a limited liability company of which KKR 1996 Fund, L.P. is the managing member. KKR 1996 GP L.L.C. is the sole general partner of KKR Associates 1996, L.P., which is the sole general partner of KKR 1996 Fund, L.P. Mr. Clammer, a director of MedCath, and Henry R. Kravis, George R. Roberts, Perry Golkin, Paul E. Raether, Michael W. Michelson, James H. Greene, Scott M. Stuart, Todd Fisher, Johannes Huth and Alexander Navab are the members of KKR 1996 GP LLC. Messrs. Kravis and Roberts constitute the management committee of KKR 1996 GP LLC. Each of the individuals who are the members of KKR 1996 GP L.L.C. may be deemed to share beneficial ownership of any shares beneficially owned by KKR 1996 GP L.L.C. Each of such individuals disclaims beneficial ownership of such shares. The address of each such entity and person is c/o Kohlberg Kravis Roberts & Co., 2800 Sand Hill Road, Suite 200, Menlo Park, California 94025. | |
(3) | Mr. Queally is the general partner of the sole general partner of Welsh, Carson, Anderson & Stowe VII, L.P. and may be deemed to beneficially own all of the shares of common stock owned by that entity. Their address is 320 Park Avenue, Suite 2500, New York, NY10022-6815. | |
(4) | The address of this stockholder is 19605 N.E. 8th Street, Camas, Washington 98607. The Schedule 13F filed by this stockholder on November 14, 2006 indicates that this stockholder, in its capacity as investment advisor, may be deemed to have sole voting and dispositive power over 1,732,130 shares. | |
(5) | The address of this stockholder is 1299 Ocean Ave. 11th Floor, Santa Monica, California 90401. The Schedule 13F filed by this stockholder on December 15, 2006 indicates that this stockholder, in its capacity as investment advisor, may be deemed to have sole voting and dispositive power over 1,170,521 shares. |
Long-Term Compensation | ||||||||||||||||||||||||
Awards | ||||||||||||||||||||||||
Securities | ||||||||||||||||||||||||
Restricted | Underlying | |||||||||||||||||||||||
Annual Compensation | Stock | Options | All Other | |||||||||||||||||||||
Fiscal | Salary | Bonus | Awards | Granted | Compensation | |||||||||||||||||||
Name and Principal Position | Year | ($) | ($) | ($)(5) | (#) | ($) | ||||||||||||||||||
Current Executives: | ||||||||||||||||||||||||
O. Edwin French | 2006 | 325,769 | 357,500 | 800,792 | 500,000 | 306,536 | (1) | |||||||||||||||||
Chief Executive Officer | 2005 | — | — | — | — | — | ||||||||||||||||||
2004 | — | — | — | — | — | |||||||||||||||||||
James E. Harris | 2006 | 394,212 | 243,750 | 809,217 | — | 1,613 | (2) | |||||||||||||||||
Executive Vice President and Chief | 2005 | 372,462 | 135,000 | — | — | 2,679 | ||||||||||||||||||
Financial Officer | 2004 | 342,154 | 176,000 | — | 120,000 | 3,835 | ||||||||||||||||||
Thomas K. Hearn, III | 2006 | 304,885 | 150,800 | 625,783 | — | 2,849 | (2) | |||||||||||||||||
President, Diagnostic Division | 2005 | 289,692 | 105,000 | — | — | 3,479 | ||||||||||||||||||
and Chief Development Officer | 2004 | 244,862 | 118,450 | — | 66,240 | 2,460 | ||||||||||||||||||
Joan McCanless | 2006 | 225,000 | 146,250 | 496,326 | — | 3,120 | (2) | |||||||||||||||||
Senior Vice President Risk | 2005 | 215,000 | 80,625 | — | — | 2,977 | ||||||||||||||||||
Management and Decision Support/ | 2004 | 200,000 | 100,000 | — | 40,000 | 2,974 | ||||||||||||||||||
Corporate Compliance Officer |
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Long-Term Compensation | ||||||||||||||||||||||||
Awards | ||||||||||||||||||||||||
Securities | ||||||||||||||||||||||||
Restricted | Underlying | |||||||||||||||||||||||
Annual Compensation | Stock | Options | All Other | |||||||||||||||||||||
Fiscal | Salary | Bonus | Awards | Granted | Compensation | |||||||||||||||||||
Name and Principal Position | Year | ($) | ($) | ($)(5) | (#) | ($) | ||||||||||||||||||
Phillip J. Mazzuca | 2006 | 200,000 | 173,333 | 521,070 | 300,000 | 138,271 | (3) | |||||||||||||||||
Executive Vice President and Chief Operating Officer | 2005 | — | — | — | — | — | ||||||||||||||||||
2004 | — | — | — | — | — | |||||||||||||||||||
Former Executive: | ||||||||||||||||||||||||
John T. Casey | 2006 | 267,385 | — | — | — | 3,921 | (4) | |||||||||||||||||
Former Chief Executive Officer | 2005 | 550,000 | 206,250 | — | — | 14,566 | ||||||||||||||||||
2004 | 550,000 | 285,000 | — | 360,000 | 25,216 |
(1) | Amount comprised of matching contributions to the Company’s 401(k) plan of $492, $143,148 related to relocation allowances and $162,896 of pre-employment consulting fees. | |
(2) | Amount comprised of matching contributions to the Company’s 401(k) plan. | |
(3) | Amount comprised of $6,208 related to temporary housing and $132,063 in relocation allowances. | |
(4) | Amount comprised of matching contributions to the Company’s 401(k) and restoration plans. | |
(5) | Restricted stock awards pursuant to MedCath’s 2006 Stock Option and Award Plan. The restricted share grants vest for Messrs. Harris and Hearn and Ms. McCanless on December 31, 2008. The restricted share grants for Messrs. French and Mazzuca vest on March 9, 2009, subject to an additional performance condition based on the closing price of MedCath common stock on that date. The value of the restricted stock presented in the table is based on a closing price as of the date of the respective grant. The executives are entitled to receive dividends, if any, paid on the Company’s common stock during the restriction period. The number and value of the aggregate restricted stock holdings of Messrs. French, Harris, Hearn, Ms. McCanless and Mr. Mazzuca at September 30, 2006 were 39,063 shares and $1,175,406, 39,474 shares and $1,187,773, 30,526 shares and $918,527, 24,211 shares and $728,509 and 32,813 and $987,343, respectively. |
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Year and Fiscal Year-End Option Values
Number of Securities Underlying | Value of Unexercised | |||||||||||||||
Unexercised Options at | In-the-Money Options at | |||||||||||||||
Shares Acquired | Value | September 30, 2006 (#) | September 30, 2006 ($)(1) | |||||||||||||
Name | On Exercise (#) | Realized ($) | Exercisable/Unexercisable(2) | Exercisable/Unexercisable(2) | ||||||||||||
Current Executives: | ||||||||||||||||
O. Edwin French | — | — | 500,000/0 | 4,300,000/0 | ||||||||||||
James E. Harris | — | — | 238,759/0 | 3,425,143/0 | ||||||||||||
Thomas K. Hearn, III | — | — | 90,540/0 | 1,357,255/0 | ||||||||||||
Joan McCanless | — | — | 74,000/0 | 1,033,702/0 | ||||||||||||
Phillip J. Mazzuca | — | — | 300,000/0 | 2,277,000/0 | ||||||||||||
Former Chief Executive Officer: | ||||||||||||||||
John T. Casey | 288,000 | 4,584,890 | 3,500/0 | 0/0 |
(1) | The dollar value of unexpired,in-the-money options represents the difference between the closing stock price of $30.09 per share at September 30, 2006 and the exercise prices of the options. | |
(2) | During the year end September 30, 2005, the vesting of substantially all of the unvested options was accelerated. See “Compensation Committee Report on Executive Compensation — Stock Option Awards.” |
Number of Securities | ||||||||||||
Number of | Remaining Available | |||||||||||
Securities to be | for Future Issuance | |||||||||||
Issued upon | Weighted Average | Under Equity | ||||||||||
Exercise of | Exercise Price of | Compensation Plans | ||||||||||
Outstanding | Outstanding | (Excluding Securities | ||||||||||
Options, Warrants, | Options, Warrants, | Reflected in the | ||||||||||
Plan Category | and Rights | and Rights | Initial Column) | |||||||||
Equity compensation plans approved by stockholders* | 2,070,472 | $ | 18.80 | 1,644,316 | ||||||||
Equity compensation plans not approved by stockholders | — | — | — | |||||||||
Total | 2,070,472 | $ | 18.80 | 1,644,316 |
* | These plans consist of the 2006 Stock Option and Award Plan, the 1998 Stock Option Plan for Key Employees and the 2000 Outside Directors’ Stock Option Plan. |
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• | an amount equal to the sum of two times his annual base salary and one times his target annual bonus; | |
• | earned but unpaid salary (including any awarded but deferred bonus payment); | |
• | any accrued but unused vacation; | |
• | unreimbursed business expenses; and | |
• | continued coverage under the Company’s group medical insurance plan for a period ending on the earlier of (A) the second anniversary of the date of termination or (B) the date Mr. French becomes covered under comparable plans of a new employer. |
• | earned but unpaid salary (including any awarded but deferred bonus payment); | |
• | any accrued but unused vacation; and | |
• | unreimbursed business expenses. |
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• | an amount equal to the sum of two times his annual base salary and one times his target annual bonus; | |
• | earned but unpaid salary (including any awarded but deferred bonus payment); | |
• | any accrued but unused vacation; | |
• | unreimbursed business expenses; and | |
• | continued coverage under the Company’s group medical insurance plan for a period ending on the earlier of (A) the second anniversary of the date of termination or (B) the date Mr. Mazzuca becomes covered under comparable plans of a new employer. |
• | earned but unpaid salary (including any awarded but deferred bonus payment); | |
• | any accrued but unused vacation; and | |
• | unreimbursed business expenses. |
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• | an amount equal to (A) one and one-half times his annual base salary if termination occurs prior to a change in control or more than 12 months after a change in control or (B) if such termination occurs upon a change in control or at any time within 12 months after a change in control, the sum of two times his annual base salary and one times his target annual bonus; | |
• | earned but unpaid salary (including any awarded but deferred bonus payment); | |
• | any accrued but unused vacation; | |
• | unreimbursed business expenses; and | |
• | continued coverage under the Company’s medical, disability and life insurance plans for a period ending eighteen months after the date of termination or, if earlier, the date he becomes covered under comparable plans of a new employer. |
• | earned but unpaid salary (including any awarded but deferred bonus payment); | |
• | any accrued but unused vacation; and | |
• | unreimbursed business expenses. |
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• | an amount equal to (A) one times his annual base salary if termination occurs prior to a change in control or more than 12 months after a change in control or (B) if such termination occurs upon a change in control or at any time within 12 months after a change in control, the sum of two times his annual base salary and one times his target annual bonus; | |
• | earned but unpaid salary (including any awarded but deferred bonus payment); | |
• | any accrued but unused vacation; | |
• | unreimbursed business expenses; and | |
• | continued coverage under the Company’s medical, disability and life insurance plans for a period ending the earlier of (A) the first anniversary of the date of termination or (B) the date the executive becomes covered under comparable plans of a new employer. |
• | earned but unpaid salary (including any awarded but deferred bonus payment); | |
• | any accrued but unused vacation; and | |
• | unreimbursed business expenses. |
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• | an amount equal to (A) one times her annual base salary if termination occurs prior to a change in control or more than 12 months after a change in control or (B) if such termination occurs upon a change in control or at any time within 12 months after a change in control, the sum of two times her annual base salary and one times her target annual bonus; | |
• | earned but unpaid salary (including any awarded but deferred bonus payment); | |
• | any accrued but unused vacation; | |
• | unreimbursed business expenses; and | |
• | continued coverage under the Company’s medical, disability and life insurance plans for a period ending the earlier of (A) the first anniversary of the date of termination or (B) the date the executive becomes covered under comparable plans of a new employer. |
• | earned but unpaid salary (including any awarded but deferred bonus payment); | |
• | any accrued but unused vacation; and | |
• | unreimbursed business expenses. |
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Paul B. Queally
John B. McKinnon, Chairman
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AMONG MEDCATH CORPORATION, THE NASDAQ COMPOSITE INDEX
AND THE S&P HEALTH CARE FACILITIES INDEX
9/01 | 9/02 | 9/03 | 9/04 | 9/05 | 9/06 | |||||||||||||||||||||||||
Medcath Corporation | 100.00 | 69.97 | 64.02 | 97.96 | 147.06 | 186.32 | ||||||||||||||||||||||||
Nasdaq Composite | 100.00 | 80.97 | 120.85 | 131.16 | 150.08 | 159.80 | ||||||||||||||||||||||||
S & P Health Care Facilities | 100.00 | 101.19 | 60.45 | 58.23 | 70.57 | 71.39 | ||||||||||||||||||||||||
* | $100 invested on 9/30/01 in stock or index-including reinvestment of dividends. Fiscal year ending September 30. |
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• | appointment, dismissal or replacement of MedCath’s chief executive officer, | |
• | mergers or consolidations with or into another corporation, | |
• | sales, transfers or disposals of all or substantially all of MedCath’s assets, and | |
• | acquiring, purchasing or investing in any material assets, or disposing of any material assets, other than in the ordinary course of business. |
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2005 | 2006 | |||||||
Audit Fees | ||||||||
Recurring audit and quarterly reviews(1) | $ | 1,588,500 | $ | 1,631,553 | ||||
Comfort letter and related services(2) | — | 152,876 | ||||||
Audit-Related Fees(3) | 55,946 | — | ||||||
Total | $ | 1,644,446 | $ | 1,784,429 | ||||
(1) | Audit fees also include the audit of management’s assessment of internal control over financial reporting as required by Section 404 of the Sarbanes-Oxley Act of 2002. | |
(2) | Fees billed in relation to secondary offering of common stock that occurred in fiscal 2006. | |
(3) | Fees billed for consultation regarding restructuring a management equity plan as well as for certain due diligence services. |
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John B. McKinnon
Galen D. Powers
Robert S. McCoy, Chairman
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Second Amended and Restated
Audit Committee Charter
A. | Purpose and Scope |
B. | Composition |
C. | Responsibilities and Duties |
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Corporate Governance
and
Nominating Committee Charter
• | periodically review issues and developments related to corporate governance matters and formulate and make governance recommendations to the Board; | |
• | identify individuals qualified to become directors, | |
• | nominate individuals for election as directors, and | |
• | develop recommendations for and periodically review succession plans for executive officers and directors. |
• | Regularly review issues and developments related to corporate governance matters and formulate and make governance recommendations to the Board, | |
• | Make recommendations to the Board regarding committee structure and delegated responsibilities to be included in the charter of each of its committees, | |
• | Evaluate and recommend any revisions to board and committee meeting policies and logistics, | |
• | Consider and recommend changes in the size of the Board, | |
• | On a periodic basis, solicit input from the Board and conduct a review of the effectiveness of the operation of the Board and its committees, including reviewing governance and operating practices. |
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your proxy card in the
envelope provided as soon
as possible.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE | x |
FOR | AGAINST | ABSTAIN | ||||||||||||||||||
1. | Election of Directors: To elect the four nominees listed below to the board of directors to serve for three-year terms as Class III directors. | 2. | To ratify the appointment of Deloitte & Touche LLP as the Company’s independent accountants for the fiscal year ending September 30, 2007. | o | o | o | ||||||||||||||
o | NOMINEES: | |||||||||||||||||||
FOR ALL NOMINEES | ¡ ¡ ¡ ¡ | Adam H. Clammer Edward A. Gilhuly Paul B. Queally Jacque J. Sokolov | ||||||||||||||||||
3. | To transact such other business as may properly come before the meeting and any adjournment thereof. | |||||||||||||||||||
o | WITHHOLD AUTHORITY FOR ALL NOMINEES | |||||||||||||||||||
o | FOR ALL EXCEPT (See Instructions below) | This appointment of proxy, when properly executed, will be voted in the manner directed by the undersigned stockholder(s). If no direction is given, this proxy will be voted FOR the election of each nominee in Proposal 1 and FOR approval of Proposals 2 and 3. | ||||||||||||||||||
INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark“FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here:= | ||||||||||||||||||||
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | o | MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING.o |
Signature of Stockholder | Date: | Signature of Stockholder | Date: |
Signature of Shareholder | Date: | Signature of Shareholder | Date: |
Note: | Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |
o |
The undersigned hereby appoints O. Edwin French, James E. Harris and Philip D. Song as proxies, each with full power of substitution, to represent and vote as designated on the reverse side, all the shares of Common Stock of Medcath Corporation which the undersigned would be entitled to vote if personally present at the Annual Meeting of Stockholders to be held at the Company's headquarters located at 10720 Sikes Place, Charlotte, North Carolina 28277, on March 1, 2007, or any adjournment or postponement thereof.
14475 |