Only stockholders of record at the close of business on June 3, 2016,10, 2019, are entitled to receive notice of and to vote at the annual meeting and at any and all adjournments or postponements thereof.

The Notice of Annual Meeting and Proxy Statement for the Annual Meeting is being made available to our stockholders on or about June 16, 201621, 2019 on the Internet or, upon request, in printed form by mail. Instructions on how to access and review the proxy materials on the Internet can be found on the proxy card and on the Notice of Internet Availability of Proxy Materials (the “Notice”). The Notice will also include instructions for stockholders on how to access the proxy card to vote over the Internet.

Your vote is important, and whether or not you plan to attend the Annual Meeting, please vote as promptly as possible. We encourage you to vote via the Internet, as it is the most convenient and cost-effective method of voting. You may also vote by mail (if you received paper copies of the proxy materials). Instructions regarding both methods of voting are included in the Notice, the proxy card and the proxy statement.

Thank you in advance for voting and for your support of BG Staffing, Inc.

Our Board has determined that the following directors are “independent” as defined under the rules of the NYSE MKT:American: Richard L. Baum, Jr., Paul A. Seid, C. David Allen, Jr., and Douglas E. Hailey. The table below includes a description of categories or types ofOur Board considers, among other things, relevant transactions, relationships or arrangements, consideredif any, required to be disclosed by our Boardthe Company under Item 404 of Regulation S-K in reaching its determination that the directors are independent.forgoing conclusion.

During 2015,2018, our Board met fourten times, including regularly scheduled and special meetings, and acted five times by unanimous written consent.meetings. Each director attended all regularly scheduled meetings of the Board during his or her service as a director. All of our directors attended more than 75% of the aggregate of the total number of meetings of the Board (during the period during which such director served) and the total number of meetings of the Board committees on which they serve (during the period during which such director served).

Meetings of our Board are presided over by our chairman of the board, L. Allen Baker, Jr. OurThe Board does not have a chairperson.formal policy addressing whether or not the roles of chairman and chief executive officer should be separate or combined. The directors serving on the Board possess considerable professional and industry experience, significant experience as directors of both public and private companies and a unique knowledge of the challenges and opportunities that the Company faces. As such, the Board believes that it is in the best position to evaluate the needs of the Company and to determine how best to organize the Company’s leadership structure to meet those needs. At present, the Board has chosen to separate the positions of chairman and chief executive officer. While the Board believes it is important to retain the flexibility to determine whether the roles of chairman and chief executive officer should be separated or combined in one individual, the Board believes that this structure represents the appropriate allocation of roles and responsibilities at this time. Our Board believes that L. AllenMr. Baker Jr. is currently best situated to preside over meetings of our Board because of his familiarity with our business and ability to effectively identify strategic priorities and lead the discussion and execution of strategy. This allows Ms. Garvey to focus on our day-to-day business and strategy, meet with investors, and convey management’s perspective to other members of the Board. Ms. Garvey works closely with Mr. Baker to identify appropriate topics of consideration for the Board and to plan effective and informative Board meetings.

Our Board oversees the risk management activities designed and implemented by our management. Our Boardmanagement and executes its oversight responsibility for risk management both directly and through its committees. The full Board also considers specific risk topics, including risks associated with our strategic plan, our whistle blower program, business operations and capital structure. In addition, our Board receives detailed regular reports from members of our senior management and other personnel that include assessments and potential mitigation of the risks and exposures involved with their respective areas of responsibility.

 

Our Board delegates to the Audit Committee oversight of our risk management process. Our other Board committees also consider and address risk as they perform their respective committee responsibilities. All committees report to the full board of directors as appropriate, including when a matter rises to the level of a material or enterprise level risk. 

 The standing committees of our board of directors consist of an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. Each of the committees reports to our Board as they deem appropriate and as our Board may request. The composition, duties and responsibilities of these committees are set forth below.

 

 Audit Committee

 

 The Audit Committee is responsible for, among other matters: (1) appointing, retaining and evaluating our independent registered public accounting firm and approving all services to be performed by them; (2) overseeing our independent registered public accounting firm’s qualifications, independence and performance; (3) overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC; (4) reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory

 

Our Audit Committee consists of C. David Allen, Jr., Richard L. Baum, Jr. and Douglas E. Hailey. We believe that each qualifies as independent directors according to the rules and regulations of the SEC and NYSE MKTAmerican with respect to audit committee membership. We also believe that Mr. Haileyqualifies and Mr. Allen qualify as our “audit committee financial expert,experts,” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K. Our Board has adopted a written charter for the Audit Committee, which is available on our corporate website under the investor relations tab at www.bgstaffing.com. The information on our website is not part of this Proxy Statement.

 Compensation Committee

 

 The Compensation Committee is responsible for, among other matters: (1) reviewing key employeeteam member compensation goals, policies, plans and programs; (2) reviewing and approving the compensation of our directors, president and chief executive officer and other executive officers; (3) reviewing and approving employment agreements and other similar arrangements between us and our executive officers; and (4) administering our stock plans and other incentive compensation plans, including our 2013 Long-Term Incentive Plan (the "2013 Plan"). The Committee hasshall have the authority to delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more subcommittees as the committee may deem appropriate in its sole discretion. The Compensation Committee may invite such members of management to its meetings as it deems appropriate. However, the Compensation Committee meets regularly without such members present, and in all cases no officer may be present at meetings at which such officer’s compensation or performance is discussed or determined. The Committee has the authority, in its sole discretion, to select, retain and obtain the advice of a compensation consultant as necessary to assist with the execution of its duties and responsibilities. Neither the Compensation Committee nor management engaged a compensation consultant with respect to the 2015 fiscal year.year ended 2018.

 

 Our Compensation Committee consists of C. David Allen, Jr., Richard L. Baum, Jr. and Paul A. Seid. Our Board has adopted a written charter for the Compensation Committee, which is available on our corporate website under the investor relations tab at www.bgstaffing.com. The information on our website is not part of this Proxy Statement.

The Compensation Committee held two meetings and acted by unanimous written consent one time in 2015.2018.

 

We have a Nominating and Corporate Governance Committee, which identifies, evaluates and recommends qualified nominees to serve on our Board, develops and oversees our internal corporate governance processes and maintains a management succession plan. Our Nominating and Corporate Governance Committee charter defines the committee’s primary duties. The Nominating and Corporate Governance Committee will evaluate nominees for director, including nominees recommended by stockholders, using all relevant criteria, including diversity of experience and background. The Nominating and Corporate Governance Committee will consider any director candidates recommended by the Company’s stockholders provided that the notice and information requirements specified by Section 2.06(b)–(c) of the Bylaws (relating to direct stockholder nominations) are complied with.

Our Nominating and Corporate Governance Committee consists of Richard L. Baum, Jr., Douglas E. Hailey, and Paul A. Seid. A copy of the Nominating and Corporate Governance Committee’s charter is posted on our website at www.bgstaffing.com. The information on our website is not part of this Proxy Statement. 

The Nominating and Corporate Governance Committee held one meeting in 2015.2018.

 

 Our Board may establish other committees as it deems necessary or appropriate from time to time.

 

There are no family relationships among any of our executive officers or any of our directors.

Set forth below is a summary of the components of compensation payable to our non-management directors.

Cash Compensation

We reimburse each member of our Board for all reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of our Board and any committees thereof, including, without limitation, reasonable travel, lodging and meal expenses. Each director who is not also an employeeteam member or officer of the Company is also entitled to (i) annual retainer of $15,000$21,250 for their service on our Board, (ii) an annual retainer of $5,000 for each committee on which the director serves, and (iii) an annual retainer of $25,000 for audit and $10,000 for all other committee chairs on which the director serves.

The table below sets forth the compensation payable to our non-management directors for service during 2015the fiscal year.year ended 2018.

Our Board has established corporate governance practices designed to serve the best interests of the Company and our stockholders. In this regard, our Board has, among other things, adopted:

Our Board intends to monitor developing standards in the corporate governance area and, if appropriate, modify our policies and procedures with respect to such standards. In addition, our Board will continue to review and modify our policies and procedures as appropriate to comply with any new requirements of the Securities and Exchange Commission or NYSE MKT.American.

We have adopted a Code of Ethics that applies to all of our employees,team members, including our chief executive officerChief Executive Officer and our chief financial officerChief Financial Officer (who is our principal accounting officer). Our Code of Ethics is available on our website at www.bgstaffing.com. If we amend or grant a waiver of one or more of the provisions of our Code of Ethics, we intend to satisfy the requirements under Item 5.05 of Item 8-K regarding the disclosure of amendments to or waivers from provisions of our Code of Ethics that apply to our principal executive, financial and accounting officers by posting the required information on our website at the above address. The information included in ourOur website is not part of this Proxy Statement.

Stockholders may contact the Board or any committee of the Board by any one of the following methods:

Director Attendance at Annual Meeting of Stockholders

Our Board has not adopted a formal policy stating that each member of the Board should attend our annual meeting of stockholders. However, we anticipate that each director will attend.attend this in person or by telephonically. At the 20152018 Annual Meeting of Stockholders, all directors were present.

The Audit Committee appointed Whitley Penn LLP as our independent registered public accounting firm for the fiscal year ending December 25, 201629, 2019 and Whitley Penn LLP has served in this capacity since 2013. Our Board has further directed that we submit the selection of our independent registered public accounting firm for ratification by our stockholders at the 20162019 annual meeting.

 

Representatives of Whitley Penn LLP will attend the annual meeting and available to respond to appropriate questions and, although the firm has indicated that no statement will be made, an opportunity for a statement will be provided.

 

The Audit Committee reviews and pre-approves both audit and all permissible non-audit services provided by our independent registered public accounting firm, and accordingly, all services and fees in 2015the fiscal years ended 2018 and 20142017 provided by Whitley Penn LLP were pre-approved by the Audit Committee. The Audit Committee has considered whether the provision of services, other than services rendered in connection with the audit of our annual financial statements, is compatible with maintaining Whitley Penn LLP’s independence. The Audit Committee has determined that the rendering of non-audit services by Whitley Penn LLP during the fiscal yearyears ended December 27, 201530, 2018 and during the fiscal year ended December 28, 201431, 2017 was compatible with maintaining the firm’s independence.

 

Stockholder ratification of the selection of Whitley Penn LLP as our independent registered public accounting firm is not required by our Bylaws or otherwise. However, our Board is submitting the selection of Whitley Penn LLP to the stockholders for ratification as a matter of good corporate practice. The Audit Committee believes it to be in the best interests of our stockholders to retain, and has retained, Whitley Penn LLP as our independent registered public accounting firm for the fiscal year ending December 25, 2016.29, 2019. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to continue the retention of Whitley Penn LLP. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in our best interests and those of our stockholders. The Audit Committee annually reviews the performance of our independent registered public accounting firm and the fees charged for their services. Based upon the Audit Committee’s analysis of this information, the Audit Committee will determine which registered independent public accounting firm to engage to perform our annual audit each year.

Aggregate fees billed or incurred related to the following fiscal years for professional services rendered by Whitley Penn LLP for the fiscal years ended December 27, 201530, 2018 and December 28, 201431, 2017 are set forth below. 

In accordance with its written charter adopted by the Board, the Audit Committee assists the Board in fulfilling its oversight responsibilities by, among other things, reviewing the financial reports and other financial information provided by the Company to any governmental body or the public.

 

In discharging its oversight responsibilities, the Audit Committee obtained from the independent registered public accounting firm a formal written statement describing all relationships between the firm and the Company that might bear on the auditors’ independence consistent with the applicable requirements of the Public Company Accounting Standards Board, discussed with the independent auditors any relationships that may impact their objectivity and independence, and satisfied itself as to the auditors’ independence. The Audit Committee also discussed with management and the independent auditors the integrity of the Company’s financial reporting processes, including the Company’s internal accounting systems and controls, and reviewed with management and the independent auditors the Company’s significant accounting principles and financial reporting issues, including judgments made in connection with the preparation of the Company’s financial statements. The Audit Committee also reviewed with the independent auditors their audit plans, audit scope and identification of audit risks.

 

The Audit Committee reviewed and discussed the audited consolidated financial statements of the Company as of and for the fiscal year ended December 27, 201530, 2018 with management and the independent auditors. Management is responsible for the Company’s financial reporting process, including its system of internal control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934, as amended), and for the preparation of the Company’s consolidated financial statements in accordance with generally accepted accounting principles. The independent auditor is responsible for auditing those consolidated financial statements, and expressingstatements. The Company's independent auditors are also responsible for performing an opinion onaudit of the effectiveness ofCompany's internal control over financial reporting. The Audit Committee’s responsibility is to monitor and review these processes. The members of the Audit Committee are “independent” as defined by SEC and NYSE MKTAmerican rules, and our Board has determined that Douglas E. Hailey is anand C. David Allen are “audit committee financial expert”experts” as defined by SEC rules.

 

The Audit Committee discussed with the Company’s independent auditors the overall scope and plans for their respective audits. The Audit Committee periodically meets with the Company’s independent auditors, with and without management present, and in private sessions with members of senior management to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting. The Audit Committee also periodically meets in executive session.

 

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board (and the Board subsequently approved the recommendation) that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2015,30, 2018, for filing with the Securities and Exchange Commission.

Our Board appoints our executive officers and updates the executive officer positions as needed throughout the fiscal year. Each executive officer serves at the behest of our Board and until their successors are appointed, or until the earlier of their death, resignation or removal.

The following table sets forth certain information with respect to our executive officers as of the date of this Proxy Statement:

 

Our named executive officers for 2015 and the positions they held with the company as of December 27, 2015fiscal year ended 2018 are:

Throughout this section, the term “named executive officer” is intended to refer to the individuals identified above. During 2015,the fiscal year ended 2018, we had only three executive officers, each of whom is set forth above. 

The following table presents compensation information for our named executive officers with respect to 2015the fiscal years ended 2018, 2017, and 2014.2016.

On February 1,August 5, 2016, we executed an employment agreement effective December 28, 2015August 1, 2016 with L. Allen Baker, Jr.,Beth Garvey pursuant to which Mr. Baker servesMs. Garvey served as our Chief Operating Officer. Upon her promotion to President and Chief Executive Officer.CEO, the contract was amended effective October 1, 2018 to continue through September 30, 2021. The contract is effective through December 31, 2018 and automatically renews foragreement remains in effect under successive one-year periods untilextensions unless terminated in accordance withpursuant its terms. We refer to each of these one-year periods as employment periods. Mr. Baker’sMs. Garvey's annual compensation is evaluated annually, but may not be less than $375,000$350,000 per year. Mr. Baker received an annual base salary of $325,000 for the fiscal year-ended December 27, 2015.

 

Mr. BakerMs. Garvey is eligible to receive an annual cash bonus based on ourachieving certain adjusted EBITDA levels (as defined by the Compensation committee) and, except as stated in her employment agreement, provided that Ms. Garvey is in our employment on the employment agreement). At the beginning of each calendar year, our board of directors approves an operating adjsuted EBITDA budget. If we achieve:

In the event that Mr. Baker’sMs. Garvey’s employment is terminated by us without cause or by Mr. BakerMs. Garvey for good reason, Mr. BakerMs. Garvey will receive as severance installments equal to twelve months of base salary plus COBRA premiums for 18 months.eighteen months for Ms. Garvey and her dependents. In the event that Mr. Baker’sMs. Garvey’s employment is terminated without cause or for good reason within one year of a change in control, (as defined in the employment agreement), Mr. BakerMs. Garvey will receive as severance installments hisher base salary plus COBRA premiums for Mr. Bakereighteen months for her and his dependents for 18 months. Mr. Bakerher dependents. Ms. Garvey will also generally be entitled to receive any bonus payable but unpaid, payment for unused vacation days, and unpaid reimbursements. The severance is contingent upon Mr. Baker’sMs. Garvey’s execution of a separation agreement including a general release. In the event that Mr. Baker’sMs.

We and Mr. BakerMs. Garvey have also entered into a confidentiality, non-solicitation, non-interference and non-competition agreement. Pursuant to the agreement, Mr. BakerMs. Garvey generally agrees not to disclose our confidential information (as defined in the agreement) and, for a period of 18eighteen months following hisher termination, not to solicit our customers,client partners, interfere with our customerclient partner and supplier relationships, or solicit our employees. Mr. Bakerteam members. Ms. Garvey also agrees not to compete with us for a period of 12twelve months or for the period during which he is entitled to severance payments (if longer).after termination.

 

Mr. BakerMs. Garvey was granted stock options and restricted stock in 2014Fiscal 2018 and 2015granted stock options in the Fiscal 2017 and 2016 as further described under “Outstanding Equity Awards” below.

On October 27, 2015, we executed an employment agreement effective August 24, 2015 with Dan Hollenbach pursuant to which Mr. Hollenbach serves as our Chief Financial Officer and Secretary. The contract iswas amended effective October 1, 2018 to continue through August 23, 2016 and automatically renews forSeptember 30, 2021. The contract remains in effect under successive one-year periods untilextensions unless terminated in accordance withpursuant to its terms. We refer to each of these one-year periods as employment periods. Mr. Hollenbach's annual compensation is evaluated annually, but may not be less than $210,000$275,000 per year. Mr. Hollenbach received an annual base salary of $210,000 pro rated for the fiscal year-ended December 27, 2015.

 

Mr. Hollenbach is eligible to receive an annual cash bonus based on achieving certain fiscal year objectivesadjusted EBITDA levels (as defined by the Compensation committee) and, except as determined by us andstated in his employment agreement, provided that Mr. Hollenbach is in our employment on the date such bonus amount is paid. For purposeslast day of the 2015 fiscal year only, Mryear. Moreover, if certain acquisitions occur during his employment period, Mr. Hollenbach was eligible towill receive a discretionary bonus inequal to 1% of the gross lump sum amount $17,500. Mr. Hollenbach shall be reimbursedacquired company’s adjusted EBITDA, as determined by the board, for moving and relocation costs and temporary living expenses not to exceed $33,000.the first 12 months after the acquisition’s closing date.

In the event that Mr. Hollenbach’s employment is terminated by us without cause or by Mr. Hollenbach for good reason, Mr. Hollenbach will receive as severance installments equal to sixtwelve months of base salary.salary plus COBRA premiums for eighteen months for Mr. Hollenbach and his dependents. In the event that Mr. Hollenbach’s employment is terminated without cause or for good reason within one year of a change in control, Mr. Hollenbach will receive as severance installments his base salary plusand COBRA premiums for Mr. Hollebacheighteen months for him and his dependents for 12 months.dependents. Mr. Hollenbach will also generally be entitled to receive any bonus payable but unpaid, payment for unused vacation days, and unpaid reimbursements. The severance is contingent upon Mr. Hollenbach’s execution of a separation agreement including a general release. In the event that Mr. Hollenbach’s employment is terminated by us for cause, or by Mr. Hollenbach other than for good reason, we will pay to Mr. Hollenbach any monthly salary, bonus, payable but unpaid, unused vacation, and expense reimbursements, earned or due to Mr. Hollenbach but unpaid.

 

We and Mr. Hollenbach have also entered into a confidentiality, non-solicitation, non-interference and non-competition agreement. Pursuant to the agreement, Mr. Hollenbach generally agrees not to disclose our confidential information (as defined in the agreement)

 

Mr. Hollenbach was granted stock options and restricted stock in Fiscal 2018 and granted stock options in Fiscal 2017 as further described under “Outstanding Equity Awards” below.

On February 1, 2016, we executed an employment agreement effective December 28, 2015 with L. Allen Baker, Jr., pursuant to which Mr. Baker served as our President and Chief Executive Officer. He resigned as CFOof October 1, 2018 and Secretarywas paid through December 31, 2018. Mr. Baker’s annual compensation was evaluated annually, but could not be less than $375,000 per year. Effective July 24, 2017, the Compensation Committee approved an increase in August of 2015. Mr. Rutledge further agreedBaker's annual base salary to $450,000.

We and Mr. Baker have also entered into a confidentiality, non-solicitation, non-interference and non-competition agreement. Pursuant to the agreement, Mr. Baker generally agrees not to disclose our confidential information (as defined in the agreement) and, for a period

Our Board adopted our customers, employees or vendors, or interfere with2013 Plan effective December 20, 2013, and was approved by our employee, contractor, customer or supplier relationships.stockholders on February 6, 2014. Our 2013 Plan provides for the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code, to our team members and any subsidiary corporations’ team members, and for the grant of non-statutory stock options, restricted stock, RSUs, stock appreciation rights, performance units and performance shares to our team members, directors and consultants and our parent and subsidiary corporations’ team members. A total of 900,000 shares of our common stock were originally reserved for issuance pursuant to our 2013 Plan. On May 16, 2017, stockholders approved and made effective an amendment to the 2013 Plan reserving an additional 250,000 shares of common stock, of which 864,516 shares remained available for issuance as of December 30, 2018. For more details on our 2013 Plan, see our registration statement on Form S-8 (File No. 333-193014) filed on December 20, 2013, Form S-8 (File No. 333-218869) filed on June 20, 2017, and Note 13 in the Notes to Consolidated Financial Statements in the Form 10-K.

The following table presents outstanding equity awards as of December 27, 2015. No unvested stock awards were outstanding as of December 27, 2015.30, 2018.

Each option and stock award is subject to the condition that the optionee will have remained employed by the Company, or any one or more of its subsidiaries, through such vesting dates, and each option is further subject to the terms and conditions set forth in the 2013 Plan and in the applicable Stock Option Agreement.

Micheal A. Rutledge acquired 20,000 sharesNo member of our common stock upon the exerciseCompensation Committee is a current or former officer or team member of incentive stock options inBG Staffing, Inc. or its subsidiaries. No executive officer of BG Staffing, Inc. served as a cash exercise, each option with a $6.25 exercise price per share. The value realized on exercise $103,000, which represents the difference between the fair value per share and the exercise price per share, multiplied by the number of shares exercised.

The following table sets forth information regarding the beneficial ownership of our common stock as of June 15, 2016February 4, 2019 by:

 

Each stockholder’s percentage ownership is based on 8,590,00810,229,490 shares of common stock outstanding as of June 15, 2016.February 4, 2019.

 

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Except as otherwise indicated, each person or entity named in the table has sole voting and investment power with respect to all shares of our capital shown as beneficially owned, subject to applicable community property laws.

 

The number and percentage of shares beneficially owned by a person includes shares that may be acquired by such person within 60 days of June 15, 2016February 4, 2019 through the exercise of vested options or warrants, while these shares are not counted as outstanding for computing the percentage ownership of any other person.

Except as otherwise set forth below, the address of the persons below is c/o BG Staffing, Inc., 5850 Granite Parkway, Drive, Suite 730, Plano, Texas 75024.

From time to time, stockholders may seek to nominate directors or present proposals for inclusion in the proxy statement and form of proxy for consideration at an annual stockholders meeting. To be included in the proxy statement or considered at an annual or any special meeting, you must timely submit nominations of directors or proposals, in addition to meeting other legal requirements. We must receive proposals for possible inclusion in the proxy statement and form of proxy related to the 20172020 Annual Meeting of Stockholders no later than February 16, 2017.22, 2020. Under our Bylaws, proposals for possible consideration at the 20172020 Annual Meeting of Stockholders must be received by us no earlier than March 28, 2017,April 2, 2020, and no later than April 27, 2017.May 2, 2020. The 20172020 Annual Meeting of Stockholders is expected to take place on July 25, 2017.31, 2020. Direct any proposals, as well as related questions, to Corporate Secretary, BG Staffing, Inc., 5850 Granite Parkway, Drive, Suite 730, Plano, Texas 75024.

The Board does not intend to bring any business before the Annual Meeting other than the matters referred to in this Proxy Statement and at this time has not been informed of any matters that may be presented to the Annual Meeting by others. If, however, any other matters properly come before the Annual Meeting, it is intended that the persons named in the accompanying proxy will vote pursuant to the proxy in accordance with their best judgment on such matters.