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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x | |
Filed by a Party other than the Registrant o | |
Check the appropriate box: |
o Preliminary Proxy Statement | |
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
x Definitive Proxy Statement | |
o Definitive Additional Materials | |
o Soliciting Material Pursuant to §240.14a-12 |
Payment of Filing Fee (Check the appropriate box):
x No fee required. | |
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: |
SEC 1913 (02-02) | Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
(1) To elect eight directors of the Company to hold office until the next Annual Meeting of Shareholders or until their respective successors are duly elected and qualified; and | |
(2) To transact such other business as may properly come before the meeting or any adjournment thereof. |
By Order of the Board of Directors | |
Michael W. Conlon | |
Secretary |
Director | ||||||||||
Name | Age | Position with the Company | Since | |||||||
George Zimmer | 56 | Chairman of the Board and Chief Executive Officer | 1974 | |||||||
David H. Edwab | 50 | Vice Chairman of the Board | 1991 | |||||||
Rinaldo S. Brutoco | 58 | Director | 1992 | |||||||
Michael L. Ray, Ph.D. | 66 | Director | 1992 | |||||||
Sheldon I. Stein | 51 | Director | 1995 | |||||||
Kathleen Mason | 55 | Director | 2001 | |||||||
Deepak Chopra, M.D. | 59 | Director | 2004 | |||||||
William B. Sechrest | 63 | Director | 2004 |
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• | shall not have been employed by the Company as an executive officer in the past ten years. | |
• | is not an executive officer or director, or a person serving in a similar capacity with, nor an owner of more than 1% of the equity of, a significant customer, supplier or service provider to the Company. For purposes hereof, significant shall mean circumstances where during the past fiscal year the business with the customer, supplier or service provider equaled or exceeded either 1% of the revenue thereof or 1% of the revenue of the Company. | |
• | is not personally the accountant, lawyer or financial advisor for compensation to any executive officer of the Company. | |
• | is not a trustee, director or officer of any charitable organization that received contributions during the past fiscal year aggregating $100,000 or more from the Company. | |
• | has not within the last three years engaged in a transaction with the Company required to be disclosed in the Company’s proxy statement pursuant to Subpart 229.400 of Regulation S-K of the Rules and Regulations of the Securities and Exchange Commission. |
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• | is not a father, mother, wife, husband, daughter, son, father-in-law, mother-in-law, daughter-in-law or son-in-law of a person who would not meet the foregoing qualifications. |
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AUDIT COMMITTEE | |
William B. Sechrest,Chairman | |
Rinaldo S. Brutoco | |
Kathleen Mason |
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% of | |||||||||
Number | Outstanding | ||||||||
Name | Of Shares | Shares | |||||||
PRIMECAP Management Company | 3,309,255 | (1) | 9.2 | ||||||
225 South Lake Avenue #400 Pasadena, California 91101 | |||||||||
Vanguard HorizonFunds-Vanguard Capital Opportunity Fund | 2,600,000 | (2) | 7.2 | ||||||
100 Vanguard Blvd. Malvern, Pennsylvania 19355 | |||||||||
Friess Associates LLC | 2,520,000 | (3) | 7.0 | ||||||
115 E. Snow King Jackson, Wyoming 83001 | |||||||||
Barclays Global Investors, NA | 1,861,601 | (4) | 5.2 | ||||||
45 Fremont Street San Francisco, California 94105 | |||||||||
George Zimmer(5) | 2,849,629 | (6)(7)(8) | 7.9 | ||||||
David H. Edwab | 167,649 | (7)(8)(9)(10) | * | ||||||
Rinaldo S. Brutoco | 13,500 | (11) | * | ||||||
Sheldon I. Stein | 25,718 | (12) | * | ||||||
Michael L. Ray, Ph.D. | 6,000 | (13) | * | ||||||
Kathleen Mason | 12,000 | (14) | * | ||||||
Deepak Chopra, M.D. | 3,000 | (15) | * | ||||||
William B. Sechrest | 3,000 | (15) | * | ||||||
Eric J. Lane | 2,009 | (8) | * | ||||||
Charles Bresler, Ph.D. | 549 | (8) | * | ||||||
Neill P. Davis | 19,283 | (8)(16) | * | ||||||
All executive officers and directors as a group (19 Persons) | 3,818,244 | (6)(7)(8)(9)(17) | |||||||
(18)(19)(20) | 10.5 |
* | Less than 1% |
(1) | Based on a Schedule 13G filed on March 31, 2005, PRIMECAP Management Company has sole voting power with respect to 616,955 of these shares, neither sole nor shared voting power with respect to the remainder of these shares and sole dispositive power with respect to all of these shares. | |
(2) | Based on a Schedule 13G filed on February 11, 2005, Vanguard HorizonFunds-Vanguard Capital Opportunity Fund has sole voting power with respect to all of these shares and neither sole nor shared dispositive power with respect to any of these shares. | |
(3) | Based on a Schedule 13G filed on February 14, 2005, Friess Associates LLC has sole voting and dispositive power with respect to all of these shares. | |
(4) | Based on a Schedule 13G filed on February 14, 2005, Barclays Global Investors, NA., and certain of its affiliates, have sole voting power with respect to 1,710,334 of these shares, neither sole nor shared voting |
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power with respect to the remainder of these shares and sole dispositive power as to all of these shares. The shares are held in trust accounts for the economic benefit of the beneficiaries of those accounts. | ||
(5) | The business address of the shareholder is 40650 Encyclopedia Circle, Fremont, California 94538-2453. | |
(6) | Includes 2,805,683 shares held by George Zimmer in his capacity as trustee for the George Zimmer 1988 Living Trust. | |
(7) | Excludes 69,357 shares held by The Zimmer Family Foundation with respect to which this officer and director has shared voting and dispositive power but with regard to which such officer and director disclaims beneficial ownership. | |
(8) | Includes 43,946 shares, 1,568 shares, 1,859 shares, 549 shares, 206 shares and 81,213 shares, respectively, allocated to The Men’s Wearhouse, Inc. Employee Stock Plan (the “ESP”) accounts of Messrs. George Zimmer, David Edwab, Eric Lane, Charles Bresler and Neill Davis and to certain executive officers included in all executive officers and directors of the Company as a group, under the ESP. The ESP provides that participants have voting power with respect to these shares but do not have investment power over these shares. | |
(9) | Includes 1,081 shares held by David H. Edwab in his capacity as trustee of the David H. Edwab and Mary Margaret Edwab Family Trust. |
(10) | Includes 165,000 shares that may be acquired within 60 days upon exercise of stock options. |
(11) | Includes 10,000 shares that may be acquired within 60 days upon the exercise of stock options. |
(12) | Includes 22,000 shares that may be acquired within 60 days upon the exercise of stock options and includes 1,718 shares held by Mr. Stein’s son. |
(13) | Includes 4,000 shares that may be acquired within 60 days upon the exercise of stock options. |
(14) | Includes 10,000 shares that may be acquired within 60 days upon the exercise of stock options. |
(15) | Represents 1,000 shares that may be acquired within 60 days upon the exercise of stock options. |
(16) | Includes 9,497 shares that may be acquired within 60 days upon the exercise of stock options and 80 shares allocated to the account of Mr. Davis under The Men’s Wearhouse, Inc. 401(k) Savings Plan. |
(17) | Includes 292,497 shares that may be acquired within 60 days upon the exercise of stock options. |
(18) | Includes 2,511 shares allocated to the 401(k) Savings Plan accounts of certain executive officers of the Company. The 401(k) Savings Plan provides that participants have voting and investment power over these shares. |
(19) | Includes 1,761 shares allocated to the Employee Stock Discount Plan (the “ESDP”) accounts of certain executive officers of the Company. The ESDP provides that participants have voting power with respect to these shares and investment power over these shares. |
(20) | Includes 4,450 shares held by family members of certain executive officers and directors of the Company. |
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Executive | ||||||||||
Officer | ||||||||||
Name | Age | Position with the Company | Since | |||||||
George Zimmer | 56 | Chairman of the Board and Chief Executive Officer | 1974 | |||||||
David H. Edwab | 50 | Vice Chairman of the Board | 1991 | |||||||
Charles Bresler, Ph.D. | 56 | President | 1993 | |||||||
Neill P. Davis | 48 | Executive Vice President, Chief Financial Officer and Principal Financial Officer | 1997 | |||||||
Douglas S. Ewert | 41 | Executive Vice President and Chief Operating Officer | 2000 | |||||||
Eric J. Lane | 45 | Executive Vice President | 1993 | |||||||
Pasquale De Marco | 44 | President — Moores Retail Group Inc. | 2003 | |||||||
Chris Zender | 41 | President — K&G Men’s Company | 2004 | |||||||
Gary G. Ckodre | 55 | Senior Vice President — Chief Compliance Officer | 1992 | |||||||
James E. Zimmer | 53 | Senior Vice President — Merchandising | 1975 | |||||||
Diana M. Wilson | 57 | Senior Vice President, Principal Accounting Officer | 2003 | |||||||
Scott K. Waltz | 41 | Senior Vice President, Chief Marketing Officer | 2004 | |||||||
Jerry L. Lovejoy | 51 | Vice President and General Counsel | 2003 |
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Long Term | |||||||||||||||||||||||||
Compensation | |||||||||||||||||||||||||
Annual Compensation | Awards | ||||||||||||||||||||||||
Other Annual | Securities | All Other | |||||||||||||||||||||||
Compensation | Underlying | Compensation | |||||||||||||||||||||||
Name and Principal Position | Year | Salary($)(1) | Bonus($)(2) | ($)(3) | Options(8) | ($)(9) | |||||||||||||||||||
George Zimmer | 2004 | 428,077 | 166,000 | 693,157 | (4) | — | 403 | ||||||||||||||||||
Chairman of the Board and | 2003 | 420,000 | 80,000 | 687,947 | (5) | — | 363 | ||||||||||||||||||
Chief Executive Officer | 2002 | 420,000 | 16,500 | — | — | 31,113 | (10) | ||||||||||||||||||
David H. Edwab | 2004 | 570,769 | 300,000 | 108,126 | (6) | — | 803 | (11) | |||||||||||||||||
Vice Chairman of the Board | 2003 | 560,000 | 300,000 | 149,233 | (6) | — | 363 | ||||||||||||||||||
2002 | 540,077 | — | 46,655 | (5) | 100,000 | 2,224 | (12) | ||||||||||||||||||
Eric J. Lane | 2004 | 423,461 | 166,000 | 58,973 | (7) | — | 803 | (11) | |||||||||||||||||
Executive Vice President | 2003 | 410,000 | 100,000 | 91,106 | (7) | — | 763 | (11) | |||||||||||||||||
2002 | 410,000 | 33,000 | 66,951 | (7) | 100,000 | 769 | (11)(13) | ||||||||||||||||||
Charles Bresler, Ph.D. | 2004 | 339,565 | 166,000 | — | — | 803 | (11) | ||||||||||||||||||
President | 2003 | 335,458 | 120,000 | — | — | 763 | (11) | ||||||||||||||||||
2002 | 330,000 | 40,000 | — | 100,000 | 401 | (11) | |||||||||||||||||||
Neill P. Davis | 2004 | 319,500 | 170,131 | — | 40,000 | 803 | (11) | ||||||||||||||||||
Executive Vice President, | 2003 | 304,962 | 143,190 | — | 35,000 | 763 | (11) | ||||||||||||||||||
Chief Financial Officer and | 2002 | 300,000 | 76,223 | — | 26,500 | 305 | (11) | ||||||||||||||||||
Principal Financial Officer |
(1) | Represents salary for 52 weeks in fiscal years 2002 and 2003 and 53 weeks in fiscal year 2004. | |
(2) | Represents bonus paid relating to services performed in the indicated fiscal year. | |
(3) | Unless otherwise set forth, excludes perquisites and other benefits because the aggregate amount of such compensation was the lesser of $50,000 or 10% of the total annual salary and bonus reported for the named executive officer. | |
(4) | Includes $605,337 paid in connection with insurance premiums (see “Split-Dollar Life Insurance Agreements”) and $87,820 in incremental cost associated with Mr. Zimmer’s personal use of the corporate aircraft. | |
(5) | Represents amount paid in connection with insurance premiums (see “Split-Dollar Life Insurance Agreements”). | |
(6) | Includes $62,466 and $113,159 paid to Mr. Edwab in 2004 and 2003, respectively, in connection with insurance premiums (see “Split-Dollar Life Insurance Agreements”) and $45,660 and $36,074 paid in 2004 and 2003, respectively, as perquisites under his employment agreement. | |
(7) | Includes $31,956, $37,074 and $41,995 paid to Mr. Lane in 2004, 2003 and 2002, respectively, in connection with the repayment of loans to Mr. Lane (see “Certain Relationships and Related Transactions”). Also includes $27,017, $54,032 and $24,956 in 2004, 2003 and 2002, respectively, paid in connection with insurance premiums (see “Split-Dollar Life Insurance Agreements”). | |
(8) | Represents number of options granted to the named executive officer. | |
(9) | Represents the amount of the Company’s contribution to the ESP allocated in the indicated year to the account of the named executive officer. |
(10) | Also includes $30,912 in 2002 for the allocated dollar value of the benefits to Mr. Zimmer of life insurance premiums paid on his behalf, subject to certain split-dollar provisions in favor of the Company. |
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(11) | Also includes $400, $400 and $200 of the Company’s matching contributions to the 401(k) Savings Plan allocated in 2004, 2003 and 2002, respectively, to the account of the named executive officer. |
(12) | Also includes $2,023 in 2002 for the allocated dollar value of the benefits to Mr. Edwab of life insurance premiums paid on his behalf, subject to certain split-dollar provisions in favor of the Company. |
(13) | Also includes $368 in 2002 for the allocated dollar value of the benefits to Mr. Lane of life insurance premiums paid on his behalf, subject to certain split-dollar provisions in favor of the Company. |
• | pay Mr. Edwab an annual base salary of $560,000, plus $40,000 per year for reimbursement of various business related expenses, including automobile and club membership expenses; | |
• | provide disability and medical insurance coverage and certain other benefits provided to other employees; | |
• | pay Mr. Edwab a bonus of $300,000 (the “Bonus”) on each of January 3, 2004 and February 3, 2004; | |
• | pay Mr. Edwab a bonus of $2,400,000 (the “Long-Term Incentive Bonus”) at the end of the term of the Employment Agreement, which bonus accrues at a rate of $50,000 per month and is subject to an offsetting credit equal to the “Stock Option Value” (as defined in the Employment Agreement) of those stock options held by Mr. Edwab on the date of the Employment Agreement and those stock options issued to him subsequent thereto; provided that if the Employment Agreement is terminated prior to February 2, 2007 and the Stock Option Value exceeds the accrued Long-Term Incentive Bonus at the time of termination, the Company is entitled to a credit against any payment it otherwise would be required to make equal to the lesser of such excess or $600,000 (the “Stock Option Value Credit”); and | |
• | make the premium payments on the insurance policies referred to and covered by the split-dollar life insurance agreement between the Company and Mr. Edwab (see discussion of “Split-Dollar Life Insurance Agreements” below) as additional compensation with an additional payment to cover the taxes due on such compensation. |
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• | George Zimmer and James E. Zimmer are not eligible to participate in the 1996 Plan and the 1998 Option Plan; and | |
• | no executive officers of the Company may participate in the 1998 Option Plan. |
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Grant | ||||||||||||||||||||
Shares of | Percent of | Date | ||||||||||||||||||
Common Stock | Total Options | Exercise | Present | |||||||||||||||||
Underlying | Granted to | Price per | Value | |||||||||||||||||
Name | Options(#) | Employees | Share($) | Expiration | ($)(1) | |||||||||||||||
George Zimmer | — | — | — | — | — | |||||||||||||||
David H. Edwab | — | — | — | — | — | |||||||||||||||
Eric J. Lane | — | — | — | — | — | |||||||||||||||
Charles Bresler, Ph.D. | — | — | — | — | — | |||||||||||||||
Neill P. Davis | 40,000 | (2) | 16.33 | 23.82 | 2/13/14 | 528,812 |
(1) | Based upon Black-Scholes option valuation model. The calculation assumes volatility of 53.96%, a risk free rate of 3.28%, a six year expected life, turnover of 8.21%, no expected dividends and option grants at $23.82 per share. The actual value, if any, which may be realized with respect to any option will depend on the amount, if any, by which the stock price exceeds the exercise price on the date the option is exercised. Thus, such valuation may not be a reliable indication as to value. |
(2) | Represents options granted under the 1996 Option Plan which become exercisable with respect to 5,000 of the shares initially covered thereby on each of February 13, 2008, 2009 and 2010, an additional 10,000 of the shares initially covered thereby on February 13, 2011 and an additional 15,000 of the shares initially covered thereby on February 13, 2012. |
Number of Securities | Value of Unexercised | |||||||||||||||
Shares | Underlying Unexercised | In-the-Money | ||||||||||||||
Acquired on | Value | Options at Year End | Options at Year End($) | |||||||||||||
Name | Exercise | Realized($) | Exercisable/Unexercisable | Exercisable/Unexercisable | ||||||||||||
George Zimmer | — | — | — | — | ||||||||||||
David H. Edwab | — | — | 165,000/120,000 | 2,238,000/1,285,500 | ||||||||||||
Eric J. Lane | 2,813 | 46,569 | 108,750/155,000 | 1,318,001/1,594,375 | ||||||||||||
Charles Bresler, Ph.D. | 45,250 | 502,390 | 39,250/147,500 | 327,163/1,528,188 | ||||||||||||
Neill P. Davis | 13,000 | 183,408 | 4,497/104,003 | 37,314/1,348,786 |
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04/15/92 | 01/30/93 | 01/29/94 | 01/28/95 | 02/03/96 | 02/01/97 | 01/31/98 | 01/30/99 | 01/29/00 | 02/03/01 | 02/02/02 | 02/01/03 | 01/31/04 | 01/29/05 | |||||||||||||||||||||||||||||||||||||||||||
Company | 100.00 | 142.31 | 304.33 | 256.73 | 488.94 | 460.82 | 620.91 | 769.11 | 626.32 | 835.44 | 567.52 | 363.72 | 604.64 | 842.45 | ||||||||||||||||||||||||||||||||||||||||||
Dow Jones US Apparel Retailers | 100.00 | 107.98 | 95.00 | 83.08 | 91.24 | 111.31 | 179.87 | 311.00 | 284.22 | 329.40 | 286.16 | 248.27 | 331.77 | 401.44 | ||||||||||||||||||||||||||||||||||||||||||
NYSE Composite Index | 100.00 | 109.27 | 121.79 | 122.23 | 166.44 | 204.30 | 258.65 | 314.21 | 315.65 | 347.97 | 317.79 | 261.71 | 345.68 | 372.10 |
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Compensation Philosophy and Overall Objectives of Executive Compensation Programs |
• | Provide a competitive total compensation package that enables the Company to retain key executives. | |
• | Integrate pay programs with the Company’s annual and long-term business objectives and strategy, and focus executive behavior on the fulfillment of those objectives. | |
• | Provide variable compensation opportunities that are directly linked to the performance of the Company and that align executive remuneration with the interests of shareholders. |
Executive Compensation Program Components |
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Discussion of 2004 Compensation for the Chief Executive Officer |
Summary |
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COMPENSATION COMMITTEE | |
Kathleen Mason,Chair | |
Rinaldo S. Brutoco | |
Sheldon I. Stein | |
Deepak Chopra, M.D. |
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Fiscal Year | ||||||||
2004 | 2003 | |||||||
Audit Fees(1) | $ | 1,360,800 | $ | 391,700 | ||||
Audit Related Fees(2) | 39,700 | 31,200 | ||||||
Tax Fees(3) | 740,400 | 325,500 | ||||||
All Other Fees(4) | 22,200 | 60,900 | ||||||
$ | 2,163,100 | $ | 809,300 | |||||
(1) | Audit fees consist of audit work performed in connection with the annual financial statements, the reviews of unaudited quarterly financial statements as well as work generally only the independent auditor can reasonably provide, such as consents, comfort letters and review of documents filed with the Securities and Exchange Commission. In 2004, the audit fees include the assessment of the Company’s internal control over financial reporting. |
(2) | Audit related services represent fees for audits of the Company’s employee benefit plans and information systems reviews. |
(3) | Tax services include fees for a variety of federal, state and international tax consulting projects and tax compliance services, including fixed fee payments for certain previously contingent fee arrangements. |
(4) | These fees for other services consist of general tax compliance software licensing. |
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1. | Director Qualification Standards |
• | shall not have been employed by the Company as an executive officer in the past 10 years. | |
• | is not an executive officer or director, or a person serving in a similar capacity with, nor an owner of more than 1% of the equity of, a significant customer, supplier or service provider to the Company. For purposes hereof, significant shall mean circumstances where during the past fiscal year the business with the customer, supplier or service provider equaled or exceeded either 1% of the revenue thereof or 1% of the revenue of the Company. | |
• | is not personally the accountant, lawyer or financial advisor for compensation to any executive officer of the Company. | |
• | is not a trustee, director or officer of any charitable organization that received contributions during the past fiscal year aggregating $100,000 or more from the Company. | |
• | has not within the last three years engaged in a transaction with the Company required to be disclosed in the Company’s proxy statement pursuant to Subpart 229.400 of Regulation S-K of the Rules and Regulations of the Securities and Exchange Commission. | |
• | is not a father, mother, wife, husband, daughter, son, father-in-law, mother-in-law, daughter-in-law or son-in-law of a person who would not meet the foregoing qualifications. |
A-1
2. | Director Responsibilities |
3. | Director Access To Management And Independent Advisors |
4. | Director Compensation |
5. | Ethics and Conflicts of Interest |
A-2
6. | Director Orientation And Continuing Education |
7. | Management Evaluation And Succession |
8. | Annual Performance Evaluation Of The Board |
9. | Public Communications |
10. | Amendment, Modification And Waiver |
A-3
PROXY | PROXY |
THE MEN’S WEARHOUSE, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 29, 2005
The undersigned shareholder of The Men’s Wearhouse, Inc. (the “Company”) hereby appoints George Zimmer and David Edwab, or either of them, attorneys and proxies of the undersigned, with full power of substitution to vote, as designated below, the number of votes which the undersigned would be entitled to cast if personally present at the Annual Meeting of Shareholders of the Company to be held at 11:30 a.m., Pacific daylight time, on Wednesday, June 29, 2005, at The Westin St. Francis, 335 Powell Street, San Francisco, California, and at any adjournment or adjournments thereof.
(Continued and to be signed on the reverse side)
ANNUAL MEETING OF SHAREHOLDERS OF
THE MEN’S WEARHOUSE, INC.
June 29, 2005
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
êPlease detach along perforated line and mail in the envelope provided.ê
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HEREx
1. | Election of Directors: |
NOMINEES: | ||||||
o | FOR ALL NOMINEES | m m m | George Zimmer David H. Edwab Rinaldo S. Brutoco | |||
o | WITHHOLD AUTHORITY FOR ALL NOMINEES | m m m | Michael L. Ray, Ph.D. Sheldon I. Stein Kathleen Mason | |||
o | FOR ALL EXCEPT (See instructions below) | m m | Deepak Chopra, M.D. William B. Sechrest |
| ||
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:l |
| ||
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 |
2. | In their discretion, the above-named proxies are authorized to vote upon such other matters as may properly come before the meeting or any adjournment thereof and upon matters incident to the conduct of the meeting. | |||||||
This Proxy will be voted as directed. IF NOT OTHERWISE SPECIFIED, THE SHARES WILL BE VOTED FOR EACH OF THE NOMINEES LISTED HEREIN. As noted in the accompanying proxy statement, receipt of which is hereby acknowledged, if any of the listed nominees becomes unavailable for any reason and authority to vote for election of directors is not withheld, the shares will be voted for another nominee or other nominees to be selected by the Nominating and Corporate Governance Committee. | ||||||||
PLEASE MARK, SIGN, DATE AND RETURN IMMEDIATELY. |
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 FOR all nominees listed, except as indicated to the contrary below | o WITHHOLD AUTHORITY to vote for election of all nominees |
Nominees: | George Zimmer, David H. Edwab, Rinaldo S. Brutoco, Michael L. Ray, Ph.D., Sheldon I. Stein, Kathleen Mason, Deepak Chopra, M.D. and William B. Sechrest. |
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT PERSON’S NAME IN THE SPACE PROVIDED BELOW.) |
Dated | , 2005 | |||||
Signature of Shareholder |
Your signature should correspond with your name as it appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please set forth your full title as it appears hereon. | ||
PLEASE MARK, SIGN, DATE AND | ||
RETURN IMMEDIATELY |
o FOR all nominees listed, except as indicated to the contrary below | o WITHHOLD AUTHORITY to vote for election of all nominees |
Nominees: | George Zimmer, David H. Edwab, Rinaldo S. Brutoco, Michael L. Ray, Ph.D., Sheldon I. Stein, Kathleen Mason, Deepak Chopra, M.D. and William B. Sechrest. |
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT PERSON’S NAME IN THE SPACE PROVIDED BELOW.) |
Dated | , 2005 | |||||
Signature of Shareholder |
Your signature should correspond with your name as it appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please set forth your full title as it appears hereon. | ||
PLEASE MARK, SIGN, DATE AND | ||
RETURN IMMEDIATELY |
o FOR all nominees listed, except as indicated to the contrary below | o WITHHOLD AUTHORITY to vote for election of all nominees |
Nominees: | George Zimmer, David H. Edwab, Rinaldo S. Brutoco, Michael L. Ray, Ph.D., Sheldon I. Stein, Kathleen Mason, Deepak Chopra, M.D. and William B. Sechrest. |
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT PERSON’S NAME IN THE SPACE PROVIDED BELOW.) |
Dated | , 2005 | |||||
Signature of Shareholder |
Your signature should correspond with your name as it appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please set forth your full title as it appears hereon. | ||
PLEASE MARK, SIGN, DATE AND | ||
RETURN IMMEDIATELY |