o | Preliminary Proxy Statement | |
o | Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) | |
þ | Definitive Proxy Statement | |
o | Definitive Additional Materials | |
o | Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12 |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (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 | Fee paid previously with preliminary materials. |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
1. To elect nine directors to hold office until the next annual meeting of stockholders and until their respective successors have been elected or appointed. | |
2. To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof. |
By Order of the Board of Directors, | |
Royce Yudkoff | |
Chairman of the Board |
• | delivering written notice of revocation to the Company, Attention: Shirley B. White; | |
• | delivering a duly executed proxy bearing a later date to the Company; or | |
• | attending the Annual Meeting and voting in person. |
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Nominating and Governance Committee |
Director Independence |
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Audit Committee |
• | the appointment, compensation, retention and oversight of our independent registered public accounting firm; | |
• | reviewing with the independent registered public accounting firm the plans and results of the audit engagement; | |
• | approving professional services provided by the independent registered public accounting firm; | |
• | reviewing our critical accounting policies, our Annual and Quarterly reports on Forms 10-K and 10-Q, and our earnings releases; | |
• | reviewing the independence of the independent registered public accounting firm; and | |
• | reviewing the adequacy of our internal accounting controls and overseeing our ethics program. |
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Audit Committee: | |
Nicholas A. Gallopo | |
Matthew Oristano | |
Royce Yudkoff |
Compensation Committee |
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Long-Term Compensation | |||||||||||||||||||||||||||||||||
Annual Compensation | Awards | Payouts | |||||||||||||||||||||||||||||||
Other | Restricted | Securities | |||||||||||||||||||||||||||||||
For the Year | Annual | Stock | Underlying | ||||||||||||||||||||||||||||||
Name and | Ended | Salary | Bonus | Compensation | Awards | Options(d) | LTIP | All Other | |||||||||||||||||||||||||
Principal Position | December 31, | ($)(a) | ($)(a)(b) | ($) | ($)(c) | (#) | Payouts ($) | Compensation(e) ($) | |||||||||||||||||||||||||
Vincent D. Kelly | 2004 | 558,192 | (f) | 530,000 | (g) | — | — | — | — | 1,002,229 | (h) | ||||||||||||||||||||||
President and Chief | 2003 | 511,502 | 1,590,000 | — | — | 60,000 | — | 4,308 | |||||||||||||||||||||||||
Executive Officer | 2002 | 400,010 | 600,000 | — | — | — | — | 4,346 | |||||||||||||||||||||||||
Stan F. Sech | 2004 | 311,526 | (i) | 300,000 | (g) | — | — | — | — | �� | 9,055 | ||||||||||||||||||||||
Chief Operating Officer | 2003 | 300,485 | 525,000 | — | — | 30,000 | — | 8,096 | |||||||||||||||||||||||||
2002 | 300,485 | 160,000 | — | — | — | — | 9,742 | ||||||||||||||||||||||||||
Thomas L. Schilling(j) | |||||||||||||||||||||||||||||||||
Chief Financial Officer | |||||||||||||||||||||||||||||||||
Peter C. Barnett | 2004 | 218,676 | (k) | 149,625 | (g) | — | 673,042 | (l) | — | — | 6,812 | ||||||||||||||||||||||
Chief Technology Officer | 2003 | 210,017 | 562,500 | — | 109,997 | — | — | 6,477 | |||||||||||||||||||||||||
2002 | 210,000 | 405,000 | — | — | — | — | 6,477 | ||||||||||||||||||||||||||
George Z. Moratis | 2004 | 207,692 | (m) | 200,000 | (g) | — | — | — | — | 4,184 | |||||||||||||||||||||||
Senior Vice President of | 2003 | 191,502 | 297,032 | — | — | 30,000 | — | 5,317 | |||||||||||||||||||||||||
Finance and Treasurer | 2002 | 138,325 | 100,969 | — | — | — | — | 3,579 | |||||||||||||||||||||||||
George W. Hale | 2004 | 160,006 | (n) | 62,843 | (g) | — | — | — | — | 2,440 | |||||||||||||||||||||||
Senior Vice President of | 2003 | 153,590 | 259,900 | — | — | — | — | 2,581 | |||||||||||||||||||||||||
Finance and Chief | 2002 | 146,182 | 183,400 | — | — | — | — | 2,621 | |||||||||||||||||||||||||
Accounting Officer | |||||||||||||||||||||||||||||||||
C. Edward Baker, Jr.(o) | 2004 | 519,231 | 389,423 | (p) | — | 2,842,821 | — | 862,517 | (r) | 663,298 | (s) | ||||||||||||||||||||||
Former Chairman and Chief | 2003 | 600,000 | 2,388,000 | — | 464,608 | — | — | 14,132 | |||||||||||||||||||||||||
Executive Officer — | 2002 | 600,000 | 1,713,000 | 210,000 | (q) | — | — | — | 441,482 | (t) | |||||||||||||||||||||||
Arch Wireless, Inc. | |||||||||||||||||||||||||||||||||
Lyndon Daniels(o) | 2004 | 327,981 | 196,788 | (p) | — | 1,667,538 | — | 435,859 | (r) | 415,764 | (u) | ||||||||||||||||||||||
Former President and Chief | 2003 | 379,017 | 1,323,300 | — | 272,529 | — | — | 12,631 | |||||||||||||||||||||||||
Operating Officer — | 2002 | 379,000 | 982,200 | — | — | — | — | 11,800 | |||||||||||||||||||||||||
Arch Wireless, Inc. |
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(a) | Unless otherwise indicated, represents amounts paid by Arch or Metrocall, as applicable, to each of the Named Executive Officers in the year specified. |
(b) | Includes bonuses earned in the year indicated, whether paid in the year indicated or the following year. | |
(c) | Represents restricted stock awards that vested in the respective year. Amount of award based on the number of shares vested multiplied by the Arch closing stock price on the date of vesting less proceeds needed to purchase the stock. | |
(d) | Represents options granted for the purchase of Metrocall common stock in fiscal year 2003. | |
(e) | Includes Allocation of employer contribution under the Arch or Metrocall Savings and Retirement Plans, travel and phone allowances and other costs. | |
(f) | Includes salary of $66,653 and $491,539 paid by the Company and Metrocall, respectively. | |
(g) | Amounts paid by the Company. | |
(h) | Includes $1,000,000 bonus paid to Mr. Kelly by the Company as a result of the completion of the merger between Arch and Metrocall. | |
(i) | Includes salary of $33,461 and $278,065 paid by the Company and Metrocall, respectively. | |
(j) | Mr. Schilling joined the Company in January 2005 and, accordingly, no compensation information has been provided as it is not applicable. | |
(k) | Includes salary of $43,407 and $175,269 paid by the Company and Arch, respectively. | |
(l) | As of December 31, 2004, Mr. Barnett held 21,172 shares of restricted stock that vest on May 29, 2005. At December 31, 2004 the aggregate market value of these shares was approximately $748,000. | |
(m) | Includes salary of $22,308 and $185,384 paid by the Company and Metrocall, respectively. | |
(n) | Includes salary of $23,776 and $136,230 paid by the Company and Arch respectively. | |
(o) | Messrs. Baker and Daniels were terminated by the Arch Board of Directors on November 5, 2004. Information for these former executives has been provided pursuant to Item 402(a)(3)(iii) of Regulation S-K. 2004 salary and bonus amounts were amounts earned in their respective capacities with Arch. | |
(p) | Represents amounts payable for bonus compensation to former executive as of December 31, 2004 based on the terms of executive’s employment agreement with Arch. Amount was paid by the Company in February 2005. | |
(q) | Represents compensation paid in 2002 to Mr. Baker for the payment of taxes in cancellation of $427,766 of indebtedness owed by Mr. Baker to Arch in connection with Arch’s Chapter 11 reorganization. | |
(r) | Represents amounts payable under the Arch Long-term Incentive Plan as of December 31, 2004 based on executive’s termination in November 2004. Amount was paid by the Company to the former executive in February 2005. | |
(s) | Includes severance of $600,000 and accrued vacation compensation of $49,926 payable as of December 31, 2004 related to executive’s termination from Arch in November 2004. Amounts were paid by the Company to the former executive in February 2005. | |
(t) | Includes $427,766 in indebtedness owed to Arch by Mr. Baker that was cancelled in connection with Arch’s Chapter 11 reorganization. | |
(u) | Includes severance of $379,000 and accrued vacation compensation of $25,229 payable as of December 31, 2004 related to executive’s termination from Arch in November 2004. Amounts were paid by the Company to the former executive in February 2005. |
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• | “Exercise” means an employee’s acquisition of shares of Common Stock, “exercisable” means options to purchase shares of Common Stock which have already vested and which are subject to exercise, and “unexercisable” means all other options to purchase shares of Common Stock which have not vested. | |
• | The values for “in-the-money” options are calculated by determining the difference between the fair market value of the securities underlying the options as of December 31, 2004 ($35.31 per share) and the exercise price of the Named Executive Officer’s options. |
Number of Securities | Value of Unexercised | |||||||||||||||||||||||
Underlying | In-the-Money | |||||||||||||||||||||||
Unexercised Options at | Options at Fiscal | |||||||||||||||||||||||
Shares | Fiscal Year-End (#)(b) | Year-End ($) | ||||||||||||||||||||||
Acquired on | Value | |||||||||||||||||||||||
Name | Exercise (a) (#) | Realized ($) | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
Vincent D. Kelly | 30,000 | 1,983,420 | — | 56,280 | — | 1,987,247 | ||||||||||||||||||
Stan F. Sech | 15,000 | 1,023,887 | — | 28,140 | — | 993,623 | ||||||||||||||||||
Peter C. Barnett | — | — | — | — | — | — | ||||||||||||||||||
George Z. Moratis | 15,000 | 992,061 | — | 28,140 | — | 993,623 | ||||||||||||||||||
George W. Hale | — | — | — | — | — | — | ||||||||||||||||||
C. Edward Baker, Jr. | — | — | — | — | — | — | ||||||||||||||||||
Lyndon Daniels | — | — | — | — | — | — |
(a) | Represent shares of Metrocall Holdings, Inc. common stock acquired in 2004 prior to the merger of Arch and Metrocall. |
(b) | Represent options held in the Company. |
Number of | Period Until | |||||||
Name | Units | Payout(a) | ||||||
Vincent D. Kelly | — | — | ||||||
Stan F. Sech | — | — | ||||||
Peter C. Barnett | 21,274.20 | February 2006 | ||||||
George Z. Moratis | — | — | ||||||
George W. Hale | 9,360.65 | February 2006 | ||||||
C. Edward Baker, Jr. | 91,175.15 | (b | ) | |||||
Lyndon Daniels | 46,073.84 | (b | ) |
(a) | Payout amount will be based on the number of units held by Named Executive Officer multiplied by the average trading price of the Company’s Common Stock price per share for the ten day period prior to the payout date above. |
(b) | On November 5, 2004 the Arch Board terminated the employment of Messrs. Baker and Daniels. Please refer to the Summary Executive Compensation Table for LTIP payout information. |
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Number of Shares | Number of Securities | ||||||||||||
to be Issued upon | Weighted-Average | Remaining Available | |||||||||||
Exercise of | Exercise Price of | for Future Issuance | |||||||||||
Outstanding | Outstanding | under Equity | |||||||||||
Options, | Options, | Compensation Plans | |||||||||||
Warrants and | Warrants and | (Excluding | |||||||||||
Plan Category | Rights | Rights | Column(a)) | ||||||||||
(a) | |||||||||||||
Equity Compensation Plans Approved by Shareholders | |||||||||||||
USA Mobility, Inc. Equity Incentive Plan(1) | — | — | 1,878,976 | ||||||||||
Arch Wireless, Inc. 2002 Stock Incentive Plan | 23,481 | $ | 0.001 | — | |||||||||
Metrocall Holdings, Inc. 2003 Stock Option Plan | 269,206 | $ | 0.302 | — | |||||||||
Equity Compensation Plans Not Approved by Shareholders | |||||||||||||
None | — | — | — | ||||||||||
Total | 292,687 | 1,878,976 | |||||||||||
(1) | The USA Mobility, Inc. Equity Incentive Plan provides that Common Stock authorized for issuance under the plan may be issued in the form of options and restricted stock. |
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• | an amount equal to the product of (a) the greater of (x) two or (y) the number of years (and fraction thereof) remaining in the term of the agreement times (b) the full base salary then in effect; | |
• | an amount equal to the annual bonus paid or payable to Mr. Kelly with respect to the annual period prior to the year in which the termination of employment occurs; | |
• | full vesting of any equity compensation and the lapse of all restrictions with respect to any restricted stock granted to Mr. Kelly; | |
• | reimbursement of the cost of continuation coverage of group health coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 for the duration of the applicable period to the extent Mr. Kelly elects such continuation coverage and is eligible and subject to the terms of the plan and the law. | |
• | If any payment or the value of any benefit received or to be received (“Payments”) by Mr. Kelly in connection with his termination of employment or contingent upon a Change of Control (as defined in the employment agreement) of the Company would be subject to any Excise Tax (as defined in the employment agreement), the Company shall pay to Mr. Kelly an additional amount such that the net amount Mr. Kelly retains, after deduction of the Excise Tax on such Payments, shall be equal to the total present value of such Payments at the time such Payments are to be made. |
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Compensation Committee: | |
William E. Redmond, Jr. | |
David Abrams | |
Brian O’Reilly |
• | The compensation committee was comprised of Messrs. Redmond, Abrams, and O’Reilly; | |
• | None of the members of the compensation committee was an officer (or former officer) or employee of the Company or any of its subsidiaries; | |
• | None of the members of the compensation committee entered into (or agreed to enter into) any transaction or series of transactions with the Company or any of its subsidiaries in which the amount involved exceeds $60,000 except for Mr. Abrams whose relationship with Global Signal, the Company’s largest landlord for transmission tower sites, is described under “Nominees,” and amounts paid by the Company, Arch and Metrocall to Global Signal are listed under “Certain Relationships and Related Transactions.” |
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• | None of the Company’s executive officers served on the compensation committee (or another board committee with similar functions) of any entity where one of that entity’s executive officers served on the Company’s compensation committee; | |
• | None of the Company’s executive officers was a director of another entity where one of that entity’s executive officers served on the Company’s compensation committee; and | |
• | None of the Company’s executive officers served on the compensation committee (or another board committee with similar functions) of another entity where one of that entity’s executive officers served as a director on the Company’s Board of Directors. |
• | each person or group who beneficially owns more than 5% of our capital stock on a fully diluted basis; | |
• | each of the Named Executive Officers; | |
• | each of our directors and nominees to become a director; and | |
• | all of our directors and Named Executive Officers as a group. |
Shares | ||||||||
Beneficially | Percentage | |||||||
Name of Beneficial Owner | Owned | Owned | ||||||
Royce Yudkoff | — | — | ||||||
Vincent D. Kelly(a) | 61,281 | * | ||||||
Stan F. Sech(b) | 28,140 | * | ||||||
Thomas L. Schilling | — | — | ||||||
Peter C. Barnett | 23,838 | * | ||||||
George Z. Moratis(c) | 28,140 | * | ||||||
George W. Hale | — | — | ||||||
C. Edward Baker, Jr. | — | — | ||||||
Lyndon Daniels | — | — | ||||||
David Abrams(d) | 2,067,676 | 7.7 | % | |||||
James V. Continenza | — | — | ||||||
Nicholas A. Gallopo | — | — | ||||||
Brian O’Reilly | — | — | ||||||
Matthew Oristano | 5,000 | * | ||||||
William E. Redmond, Jr. | 5,700 | * | ||||||
Samme L. Thompson, Director(e) | 23,481 | * | ||||||
All directors and Named Executive Officers as a group(16) persons) | 2,243,256 | 8.4 | % | |||||
Abrams Group(f) | 2,067,676 | 7.7 | % |
* | Denotes less than 1%. |
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(a) | Includes 56,280 shares that Mr. Kelly has the right to acquire upon exercise of stock options that become exercisable on May 7, 2005. |
(b) | Includes 28,140 shares that Mr. Sech has the right to acquire upon exercise of stock options that become exercisable on May 7, 2005. |
(c) | Includes 28,140 shares that Mr. Moratis has the right to acquire upon exercise of stock options that become exercisable on May 7, 2005. |
(d) | The information regarding this stockholder is derived from a Form 3 filed by the stockholder with the SEC on November 24, 2004. The shares reported herein are held by the following entities included in the Abrams Group (i) limited partnerships of which Mr. Abrams is the managing member of the general partner and (ii) a corporation of which Mr. Abrams is the managing member of the investment manager. In such capacities, Mr. Abrams has voting and investment power with respect to all shares being reported herein. |
(e) | The information regarding this stockholder is derived from a Form 4 filed by the stockholder with the SEC on February 25, 2005. Includes 21,981 shares that Mr. Thompson has the right to acquire upon exercise of stock options that are presently exercisable. |
(f) | The information regarding this stockholder is derived from a Schedule 13D filed by the stockholder with the SEC on November 29, 2004. The address of this stockholder is 222 Berkeley Street, 22nd Floor, Boston, Massachusetts 02116. The securities beneficially owned by the Abrams Group consist of the following: 398,140 shares beneficially owned by Whitecrest Partners, LP; 1,384,292 shares beneficially owned by Abrams Capital Partners II, LP; 151,501 shares beneficially owned by Abrams Capital Partners I, LP; and 133,743 shares beneficially owned by Abrams Capital International, Ltd. |
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Global Signal, Inc.: | |||||
The Company(after the merger date of November 16, 2004) | $ | 2,348 | |||
Arch(January 1, 2004 through November 16, 2004) | 17,396 | ||||
Metrocall(January 1, 2004 through November 16, 2004) | 7,322 | ||||
Total | $ | 27,066 | |||
SpectraSite, Inc.: | |||||
The Company(after the merger date of November 16, 2004) | $ | 273 | |||
Arch(January 1, 2004 through November 16, 2004) | 2,516 | ||||
Metrocall(January 1, 2004 through November 16, 2004) | 597 | ||||
Total | $ | 3,386 | |||
Fees | ||||||||
Services | 2004 | 2003 | ||||||
Audit Fees(a) | $ | 2,540 | $ | 614 | ||||
Audit-Related Fees(b) | 180 | 52 | ||||||
Tax Fees(c) | 311 | 186 | ||||||
Total | $ | 3,031 | $ | 852 | ||||
(a) | The audit fees for the year ended December 31, 2003 and 2004 were for professional services rendered during the audits of the Company’s consolidated financial statements and its controls over financial reporting, for reviews of the Company’s consolidated financial statements included in the Company’s |
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quarterly reports on Form 10-Q and for reviews of other filings made by the Company with the Securities and Exchange Commission. | |
(b) | Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit and the review of our financial statements and which are not reported under “Audit Fees.” These services relate to employee benefit audits, and due diligence and accounting advice related to mergers and acquisitions. |
(c) | Tax fees consist of fees for tax compliance, tax advice and tax planning services. Tax compliance services, which relate to the preparation of tax returns and claims for refunds, accounted for approximately $13,000 of the total tax fees billed in 2004 and $92,000 of the total tax fees billed in 2003. Tax advice and tax planning services relate to tax planning and advice related to mergers and acquisitions. |
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By Order of the Board of Directors |
Shirley B. White | |
Secretary |
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A-1
Review critical accounting policies, financial reporting and accounting standards and principles (including significant changes to those principles or their application), and key accounting decisions and judgments affecting the Corporation’s financial statements. The review shall include the rationale for such choices and possible alternative accounting and reporting treatments. | |
Review the effect of regulatory initiatives and unusual or infrequently occurring transactions, as well as off-balance sheet structures, on the financial statements. | |
Review with the independent accountants difficulties in performing the audit or disagreements with management. | |
Review USA Mobility’s financial reporting processes, including the systems of internal control, and the independent accountants’ audit of USA Mobility’s internal controls. | |
Discuss with the independent accountants the matters required to be discussed by Statement on Auditing Standards No. 61 relating to the conduct of the audit. | |
Review any disclosure of significant deficiencies in the design or operation of internal controls and any special audit steps adopted. |
Select, evaluate, and, if appropriate, terminate or replace the independent accountants. (The Committee’s selection shall be annually submitted to the Board for approval and, at the Board’s discretion, to the stockholders for ratification.) The independent accountants are accountable to the Committee. The Committee shall approve the audit engagement and pre-approve any other services to be provided by the independent accountants. | |
Annually review reports by the independent accountants describing: their internal quality control procedures; any material issues raised by the most recent internal quality control review, peer review, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; and all relationships between the independent accountants and USA Mobility. | |
Ensure that rotation of the independent accountants’ audit partners satisfies regulatory requirements, and set policies about hiring current or former employees of the independent accountants. | |
Review and discuss with the independent accountants the annual statement required by the Independence Standards Board (ISB) Standard No. 1. | |
Review and discuss the scope and plan of the independent audit. |
Review the performance of the internal audit department including the objectivity and authority of its reporting obligations, the proposed audit plans for the coming year, and the results of internal audits. Review and concur in the appointment and dismissal of the internal auditor. |
Establish procedures for reviewing and handling complaints or concerns received by USA Mobility regarding accounting, internal accounting controls, or auditing matters, including enabling employees to |
A-2
submit concerns confidentially and anonymously, and review management’s disclosure of any frauds that involve management or other employees who have a significant role in internal control. | |
Review procedures and compliance processes pertaining to corporate ethics and standards of business conduct as embodied in USA Mobility’s policy. | |
Review policies and procedures with respect to officers’ expense accounts and perquisites, including their use of corporate assets, and consider the results of any review of these areas by the internal auditors or the independent accountants. | |
Review and discuss any reports received from attorneys with respect to securities law violations and/or breaches of fiduciary duties which were reported to the General Counsel or the Chief Executive Officer and not resolved to the satisfaction of the reporting attorney. | |
Discuss policies with respect to risk assessment and risk management, including USA Mobility’s major financial and accounting risk exposures and the steps undertaken to control them. |
A-3
C/O EQUISERVE TRUST COMPANY, N.A.
P.O. BOX 8918
EDISON, NJ 08818-8918
Vote-by-Internet | ||
Log on to the internet and go to http://eproxyvote.com/usmo |
OR
Vote-by-Telephone | ||
Call toll-free | ||
1-877-PRX-VOTE (1-877-779-8683) |
detach here if you are returning your proxy card by mail
x | Please mark | |||
votes as in | ||||
this example. |
This proxy when properly executed will be voted in the manner directed hereon by the undersigned shareholder. If no direction is made, this proxy will be voted FOR the election of directors
The Board of Directors recommends a vote “FOR” proposal 1
1. | Election of Directors. | NOMINEES: | ||||||||
(Mark ONE box only) | FOR | WITHHELD | 01. David Abrams | 06. Matthew Oristano | ||||||
ALL | FROM ALL | 02. James V.Continenza | 07. William E.Redmond, Jr. | |||||||
NOMINEES | NOMINEES | 03. Nicholas A.Gallopo | 08. Samme L.Thompson | |||||||
o | o | 04. Vincent D.Kelly | 09. Royce Yudkoff | |||||||
05.Brian O’Reilly | ||||||||||
o | ||||||||||
For all nominees, except vote withheld from the nominees written above. |
In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournments thereof.
IF YOU CHOOSE TO VOTE BY MAIL, PLEASE MARK, SIGN AND DATE YOUR CARD AND RETURN YOUR PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED.
Signature: | Date: | Signature: | Date: |
fold and detach here
FORM OF PROXY
FOR THE ANNUAL MEETING OF STOCKHOLDERS OF
R
O
X
Y
The undersigned hereby appoints Thomas L.Schilling and Vincent D.Kelly (the “Proxy Committee”), and each of them singly, with full power of substitution to act as the lawful agent and proxy for the undersigned and to vote all shares of common stock of USA Mobility, Inc. that the undersigned is entitled to vote and holds of record on March 21, 2005 at the Annual Meeting of Stockholders of USA Mobility, Inc. to be held on Wednesday, May 18, 2005, at the USA Mobility, Inc. Operations Center, located at 6910 Richmond Highway, 2nd Floor, Alexandria, Virginia 22306 at 9:00 a.m., local time, and at any adjournments thereof, on all matters coming before the Annual Meeting.
You are encouraged to specify your choices by marking the appropriate boxes on the reverse side but you need not mark any boxes if you wish to vote in accordance with the recommendations of the Board of Directors. The Proxy Committee cannot vote your shares unless you sign and return this card.You may revoke this proxy at any time before it is voted by delivering to the Secretary of the Company either a written revocation of the proxy or a duly executed proxy bearing a later date, or by appearing at the Annual Meeting and voting in person.
This proxy when properly executed will be voted in the manner you have directed.If you do not specify any directions, this proxy will be voted for proposal 1 and in accordance with the Proxy Committee’s discretion on such other matters that may properly come before the meeting to the extent permitted by law.