Pursuant to the terms of our outstanding Series C preferred stock, the Stock Split Amendment grantingconversion price of each outstanding share will be subject to potential downward adjustment as a result of a reverse stock split. On the board authority to effect15th trading day after a reverse stock split, atthe conversion price will be adjusted to equal the lesser of (1) the conversion price then in effect and (2) 80% of the then-current market price of our common stock. If the conversion price is so lowered, the outstanding shares of our Series C preferred stock will subsequently be convertible into a time and at a split ratiodisproportionate amount of their choosing (as opposed to approvalshares of an immediate reversecommon stock split at a specific ratio), would provide the board with maximum flexibility to reactrelative to current market conditions and therefore to achieve the purposescommon stockholders. As of the reverserecord date, a total of three non-affiliates beneficially owned the 2,324.00 shares of Series C preferred stock, split, if implemented, and to act in the best interestswhich were convertible into 130,388,313 shares of our stockholders.common stock (based on a conversion price of $0.017824 per share).
Under Delaware law, the approval of a majority of the outstanding stock entitled to vote thereon is required to amend a certificate of incorporation to effect a stock split. On May 26, 2016, our largest stockholder, John Imhoff, who is also on our board of directors, agreed to vote his shares of common stock in favor of the reverse stock split. As of the record date, Dr. Imhoff held
10,361,179[ ] shares, or
19.26%[ %], of the outstanding common stock.
The board of directors unanimously recommends that the stockholders vote “FOR” Proposal 2.
ADVISORY VOTE ON EXECUTIVE COMPENSATION
In 2010, Congress enacted the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) that, among other things, imposes a number of new corporate governance requirements on publicly held companies. The proxy rules of the Exchange Act were revised pursuant to the Dodd-Frank Act to provide stockholders with the right to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers, as disclosed pursuant to the compensation and disclosure rules of the Securities and Exchange Commission. The advisory stockholder vote is commonly referred to as the “say-on-pay” vote.
The purpose of our compensation philosophy, policies and practices is to attract and retain experienced, highly qualified executives critical to our long-term success and enhancement of stockholder value. The board believes our compensation policies and procedures achieve these objectives. Please read the “Corporate Governance – Executive Compensation” section of this proxy statement for additional details about our executive compensation, including information about the fiscal year 2015 compensation of our named executive officers.
This proposal gives you, as a stockholder, the opportunity to express your views on the compensation of our named executive officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. Accordingly, we are asking stockholder to approve the following resolution:
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, is hereby APPROVED.”
Because your vote is advisory, it will not be binding on our board and may not be construed as overruling any decision by the board, nor to create or imply any additional fiduciary duty of the board. However, the board will review the voting results, and may, in its sole discretion, take into account the outcome of the vote when considering future executive compensation arrangements.
Our board and our compensation committee believe that our commitment to responsible compensation practices justifies a vote by stockholders for the resolution approving the compensation of our executives, as disclosed in this proxy statement.
The votes that stockholders cast for the proposal must exceed the number of votes cast against the proposal to pass. Abstentions and broker non-votes will not be counted in determining whether the proposal has received the requisite number of votes for approval.
THE BOARD RECOMMENDS YOU VOTE FOR THE APPROVAL OF THE COMPENSATION OF OURNAMEDEXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT PURSUANT TO THE COMPENSATIONDISCLOSURE RULES OF THE SECURITIES AND EXCHANGE COMMISSION.
RATIFICATION OF
the appointment ofTHE APPOINTMENT OF UHY LLP
UHY LLP is our current independent registered public accounting firm. UHY LLP personnel work under the direct control of UHY LLP partners and are leased from wholly-owned subsidiaries of UHY Advisors, Inc. in an alternative practice structure. Representatives of UHY LLP are expected to attend the annual meeting of stockholders, will have the opportunity to make a statement if they desire, and will be available to respond to appropriate questions.
We were billed by UHY LLP $192,000 and $220,000 during the fiscal years ended December 31, 2015 and 2014, respectively, for professional services, which include fees associated with the annual audit of financial statements and review of our quarterly reports on Form 10-Q, and other SEC filings.
| | 2015 | | 2014 |
Audit fees | | $ | 166,000 | | | $ | 165,000 | |
Audit related fees | | | 15,000 | | | | 38,000 | |
Tax fees | | | 11,000 | | | | 17,000 | |
All other fees | | | — | | | | — | |
Total Fees | | $ | 192,000 | | | $ | 220,000 | |
| | | | | | |
Audit fees | | $ | 166,000 | | | $ | 165,000 | |
Audit related fees | | | 15,000 | | | | 38,000 | |
Tax fees | | | 11,000 | | | | 17,000 | |
All other fees | | | - | | | | - | |
Total Fees | | $ | 192,000 | | | $ | 220,000 | |
Audit Committee Pre-Approval Policy and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
Our audit committee pre-approves all audit and permissible non-audit services provided by our independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year, and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. Our independent registered public accounting firm and management are required to periodically report to the audit committee regarding the extent of services provided by the independent registered public accounting firm in accordance with the pre-approval, and the fees for the services performed to date. The audit committee may also pre-approve particular services on a case-by-case basis.
The affirmative vote of a majority of shares present in person or represented by proxy at the meeting will ratify the appointment of UHY LLP as our independent registered public accounting firm for the 2016 fiscal year.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF UHY LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2016 FISCAL YEAR.
Board Meetings and Committees
Our board of directors held fourteen meetings in 2015. No director attended fewer than 75% of the meetings of the board of directors or the committees on which he or she served during 2015. We encourage our directors to attend the annual meeting of stockholders. In 2015, all of our directors attended our annual meeting. All of the members of the board of directors, with the exception of our Chief Executive Officer, serve on the audit, compensation and nomination committees. Although we are not subject to the listing standards of any national securities exchange or inter-dealer quotation system, based on the definition of independence in the NASDAQ listing standards, Dr. Imhoff, Mr. James, Dr. Niloff and Dr. Rosenstock are independent directors. The board works with its members and management to identify new board members, and will consider nominees recommended by stockholders. Any recommendation should be addressed in writing to the Board of Directors, c/o Corporate Secretary, 5835 Peachtree Corners East, Suite D, Norcross, Georgia 30092. The audit committee selects and engages the independent registered public accounting firm to audit our annual financial statements and pre-approves all allowable audit services and any special assignments given to the accountants. The audit committee also determines the planned scope of the annual audit, any changes in accounting principles, the effectiveness and efficiency of our internal accounting staff and the independence of our external auditors. The audit committee met fourteen times in 2015. The audit committee currently consists of Dr. Imhoff, Mr. James and Drs. Niloff, and Rosenstock. Each member of the audit committee is independent in accordance with the NASDAQ listing standards for audit committee independence and applicable SEC regulations. None of the members of the audit committee has participated in the preparation of our financial statements at any time during the past three years. The board has also determined that Mr. James and Drs. Niloff, Imhoff, and Rosenstock meet the criteria specified under applicable SEC regulations for an “audit committee financial expert” and that the committee members are financially sophisticated. The board of directors, in consultation with our Chief Executive Officer, sets the compensation for our officers, reviews management organization and development, reviews significant employee benefit programs and establishes and administers executive compensation programs. The compensation committee currently consists of Dr. Imhoff, Mr. James, Drs. Niloff and Rosenstock, each of whom is independent under NASDAQ listing standards. The compensation committee met fourteen times in 2015. The board of directors, in consultation with our Chief Executive Officer, reviews and recommends individuals to be nominated as directors. Our board has historically evaluated all candidates based upon, among other factors, a candidate’s financial literacy, knowledge of our industry or other background relevant to our needs, status as a stakeholder, independence, and willingness, ability and availability for service. Other than the foregoing, there have been no stated minimum criteria for director nominees, although our board has considered such other factors as it has deemed to be in the best interests of us and our stockholders. The board has considered diversity as it has deemed appropriate in this context (without having a formal diversity policy), given current needs and the current needs of the board to maintain a balance of knowledge, experience and capability. When considering diversity, the board has considered diversity as one factor, of no greater or lesser importance than other factors and has considered diversity in a broad context of race, gender, age, business experience, skills, international experience, education, other board experience and other relevant factors. The audit committee and the compensation committee have each adopted charters, which are available on our web site, at www.guidedinc.com/Investors.htm. The nomination committee currently operates without a charter.
Board Leadership Structure and Role in Risk Oversight
Dr. Cartwright, our President and Chief Executive Officer, also serves as a director; our board is led by the Chairman, Mr. James, one of our independent directors. Our board, as a whole, has responsibility for risk oversight, with reviews of certain areas being conducted by the relevant board committees that report on their deliberations to the full board, as further described below. In addition, our management regularly communicates with the board to discuss important risks for their review and oversight, including regulatory risk and risks stemming from periodic litigation or other legal matters in which we are involved. Given the small size of the board, the board feels that this structure for risk oversight is appropriate (except for those risks that require risk oversight by independent directors only).
The board of directors is specifically charged with discussing risk management (primarily financial and internal control risk), and receives regular reports from management, independent auditors, internal audit and outside legal counsel on risks related to, among others, our financial controls and reporting. The board of directors reviews risks related to compensation and makes recommendations to the board with respect to whether our compensation policies are properly aligned to discourage inappropriate risk-taking, and is regularly advised by management and, as deemed appropriate, outside legal counsel.
Communication with Directors
Any stockholder is welcome to communicate with any director or the board of directors by writing to a director or the board as a whole, c/o Corporate Secretary, 5835 Peachtree Corners East, Suite D, Norcross, Georgia 30092.
None of our directors received any compensation or reimbursement in cash in 2015; however, they did receive stock options or shares, in lieu of cash, for 2015 and 2014, respectively, in connection with their services as members of the board of directors and their service on board committees.
Director Compensation Table, for year ended December 31, 2015
Name and Principal Position | | |
Michael C. James, Chairman and Director | | | 6,000 | |
Ronald W. Hart, Ph.D., Director | | | 6,000 | |
John E. Imhoff, M.D., Director | | | 6,000 | |
Jonathan M. Niloff, M.D., Director | | | 6,000 | |
Linda Rosenstock, M.D., Director | | | 6,000 | |
The purpose of our compensation philosophy, policies and practices is to attract and retain experienced, highly qualified executives critical to our long-term success and enhancement of stockholder value. We rely on a combination of base salary and customary benefits along with long-term equity incentive compensation to achieve these objectives. In establishing compensation packages for our executive officers, the compensation committee believes that we provide our executive officers with the opportunity to earn a competitive annual base salary, and that options grants reward our executive officers for meaningful performance that contributes to enhanced long-term stockholder value and our general long-term financial health, and helps to align the interests of our executive officers with those of our stockholders.
Summary Compensation Table
The following table lists specified compensation we paid during each of the fiscal years ended December 31, 2015 and 2014 to our chief executive officer and our two other most highly compensated executive officers (or former executive officers), collectively referred to as the named executive officers, in 2015:
2015 and 2014 Summary Compensation Table
Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($)(1) | Total ($) |
Gene S. Cartwright, Ph.D. President, CEO, Acting CFO and Director(2) | 2015 | 300,000 | 150,000 | - | 450,000 |
2014 | 300,000 | 150,000 | $731,000 | $1,046,000 |
Mark Faupel, Ph.D. Former President, CEO and Acting CFO(3) | 2015 | 198,073 | - | 30,400 | 228,473 |
2014 | 264,097 | 13,600 | 17,000 | 294,697 |
Richard Fowler, Senior Vice President of Engineering | 2015 2014 | 243,000 203,000 | - - | 30,880 17,000 | 273,880 220,000 |
Name and Principal Position | Year | | Salary ($) | | | Bonus ($) | | | Option Awards ($)(1) | | | Total ($) | |
Gene S. Cartwright, Ph.D. President, CEO, Acting CFO and Director(2) | 2015 | | | 300,000 | | | | 150,000 | | | | - | | | | 450,000 | |
2014 | | | 300,000 | | | | 150,000 | | | $ | 731,000 | | | $ | 1,046,000 | |
Mark Faupel, Ph.D. Former President, CEO and Acting CFO(3) | 2015 | | | 198,073 | | | | - | | | | 30,400 | | | | 228,473 | |
2014 | | | 264,097 | | | | 13,600 | | | | 17,000 | | | | 294,697 | |
Richard Fowler, Senior Vice President of Engineering | 2015 2014 | | | 243,000 203,000 | | | | - - | | | | 30,880 17,000 | | | | 273,880 220,000 | |
| (1) | See Note 4 to the consolidated financial statements filed in Form 10-K. |
| (2) | All amounts reported as accrued. Dr. Cartwright has elected to get paid partial salary, due to the Company’s cash position. |
| (3) | Dr. Faupel is no longer employed by the Company, but in 2015 provided consulting services to the Company. |
Dr. Cartwright’s 2015 and 2014 compensation consisted of a base salary of $300,000, with $150,000 performance condition related bonus, and the usual customary company benefits. He also received 20,000 both market and performance condition restricted shares of common stock (10,000 shares if the stock price closes at/above $1.50 for 30 consecutive trading days (the “Tier 1 Vesting Date”); subject to the Executive’s continuous employment with the Company through the applicable vesting date; (i) 5,000 shares will vest on the Tier 1 Vesting Date; and (ii) 5,000 shares will vest on the first anniversary of the Tier 1 Vesting Date. 10,000 GT stock price closes at/above $250.00 for 30 consecutive trading days (the “Tier 2 Vesting Date”); subject to the Executive’s continuous employment with the Company through the applicable vesting date: (i) 5,000 shares will vest on the Tier 2 Vesting Date; and (ii) 5,000 shares will vest on the first anniversary of the Tier 2 Vesting Date). Dr. Cartwright was also issued 350 and 2,500 of stock options that vest over 48 months in 2014. As of December 31, 2015, Dr. Cartwright’s deferred salary plus interest was $282,734 and his deferred bonus was $300,000.
Dr. Faupel’s 2015 and 2014 compensation consisted of a base salary of $198,073 and $264,097, respectively, and usual and customary company benefits. He received no bonus in the years ended December 31, 2015 and 2014. He received 1,900 and 350 shares of stock options, which vest over 48 months in 20154 and 2014, respectively. As of December 31, 2015, Dr. Faupel’s remaining deferred salary plus interest and bonus was $53,433. He also holds a promissory note of $250,512 for past un-paid salary.
Mr. Fowler’s 2015 and 2014 compensation consisted of a base salary of $243,000 and $203,000, respectively, and usual and customary company benefits. He received no bonus in the years ended December 31, 2015 and 2014. He received 1,930 and 350 shares of stock options, which vest over 48 months in 2015 and 2014, respectively. As of December 31, 2015, Mr. Fowler’s total deferred salary plus interest was approximately $247,469.
Outstanding Equity Awards to Officers at December 31, 2015
| | Option Awards |
Name and Principal Position | | Number of Securities Underlying Options Exercisable (#)(1) | | | Number of Securities Underlying Options Un-exercisable (#) | | | Equity Incentive Plan Awards: Number of Securities Under- lying Unexercised Unearned Options (#) | | | Option Exercise Price ($)(2) | | Option Expiration Date |
Gene S. Cartwright, Ph.D. President, CEO, Acting CFO and Director | | | 756 | | | | - | | | | 2,094 | | | | 27.00 | | 12/31/2024 |
Mark Faupel, Ph.D. Former President, CEO & Acting CFO | | | 21,058 | | | | - | | | | 1,842 | | | | 72.00 | | 12/31/2024 |
Richard Fowler Senior Vice President of Engineering | | | 6,173 | | | | - | | | | 1,977 | | | | 59.00 | | 12/31/2024 |
| (1) | Represents fully vested options. |
| (2) | Based on all outstanding options. |
Change of Control Arrangements
We have a compensatory arrangement with our named executive officers that would be triggered upon a change of control of Guided Therapeutics, as described below. Under the stock option agreements with each of our named executive officers, upon a change of control, all options held by the officer will vest immediately. The board committee that administers the stock option plan may provide, by giving at least 30 days prior written notice, that all options will terminate if not exercised in connection with or before the change of control or, if provision is made for assumption of the options, permit the optionee to elect to accept the assumed options. Additionally, after a change of control, if the optionee’s employment is terminated due to a reduction of responsibility, required relocation or other similar action, the executive officer will be entitled to receive, as specified in the agreement for each executive officer, three month’s severance, which may be paid either as a lump sum or as a salary continuation, at our option. Generally, a change of control occurs upon an acquisition by any person or group in excess of 50% of our voting securities, a replacement of more than one-half of the members of our board of directors that is not approved by a majority of the members who were on the board before the transaction, the merger of Guided Therapeutics with or into another entity unless the holders of our securities before the transaction continue to hold a majority of our securities after the transaction, or the consolidation or sale of all or substantially all of our assets. Related Persons Transactions
In September 2015, Dr. Imhoff participated in our Series C preferred stock issuance by exchanging all of his shares of Series B preferred stock and investing $300,000 in cash, for a total of 1,067 shares of Series C preferred stock and warrants to purchase 16,847,368 shares of common stock. Dr. Imhoff participated on terms equal to those of other Series C investors. As a result of these transactions, Dr. Imhoff’s beneficial ownership of our common stock increased from approximately 14% immediately prior to his first acquisition of shares of Series C preferred stock, to 25% immediately afterward.
In April 2016, Dr. Imhoff exchanged his shares of Series C preferred stock for a total of 2,400.75 shares of Series C1 preferred stock and 10,243,200 shares of common stock. Dr. Imhoff participated on terms equal to those of other Series C1 investors. As a result of this transaction, Dr. Imhoff’s beneficial ownership of our common stock increased from approximately 25% immediately prior to the transaction, to 77% immediately afterward.
REPORT OF THE AUDIT COMMITTEE
The following report is provided to stockholders by the members of the audit committee of the board of directors:
The audit committee has reviewed and discussed with Guided Therapeutics’ management and UHY LLP, Guided Therapeutics’ independent registered public accounting firm for the fiscal year ended December 31, 2015, the audited financial statements of Guided Therapeutics contained in its annual report to stockholders for the year ended December 31, 2015.
The audit committee has received and reviewed the written disclosures and the letter from UHY LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding UHY LLP’s communications with the audit committee concerning independence, and has discussed with UHY LLP its independence.
Based on the review and discussions referred to above, the audit committee recommended to the board of directors that the audited financial statements be included in Guided Therapeutics’ Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the Securities and Exchange Commission. | Respectfully submitted, | |
| | |
| Michael C. James, Chairman | |
| Jonathan M. Niloff | |
| Linda Rosenstock | |
| Ronald W. Hart | |
| John E. Imhoff | |
Respectfully submitted,
Michael C. James, Chairman
Jonathan M. Niloff
Linda Rosenstock
Ronald W. Hart
John E. Imhoff
The information contained in the report of theboard of directorswill not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor will this information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
We know of no other matters to be submitted at the meeting. If any other matters properly come before the meeting, the persons named in the accompanying proxy intend to vote the shares represented by proxy as they, acting in their sole discretion, may determine.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
TO BE PRESENTED AT 2016 ANNUAL MEETING
We must receive proposals of our stockholders that are intended to be presented to stockholders at the 2016 annual meeting at our principal executive offices, no later than February 26, 2017,[ , 2017], in order to be considered for inclusion in our proxy statement and form of proxy relating to that meeting. Moreover, with regard to any proposal by a stockholder not seeking to have the proposal included in the proxy statement but seeking to have the proposal considered at the 2016 annual meeting, if that stockholder fails to notify us in the manner just described by June 5, 2017,[ , 2017], then the persons who are appointed as proxies may exercise their discretionary voting authority with respect to the proposal, if the proposal is considered at the 2016 annual meeting, even if stockholders have not been advised of the proposal in the proxy statement for that annual meeting. Any proposals submitted by stockholders must comply in all respects with the rules and regulations of the SEC.
THE BOARD OF DIRECTORS
Dated:
June 15,[ , 2016
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
GUIDED THERAPEUTICS, INC.
2016 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD
AUGUST 4,[ , 2016
]
The undersigned stockholder of GUIDED THERAPEUTICS, INC., a Delaware corporation (the “Company”),acknowledges receipt of the notice of annual meeting of stockholders and proxy statement for the 2016 Annual Meeting of Stockholders, and hereby appoints Gene S. Cartwright, proxy and attorney-in-fact, with full power to each of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the 2016 annual meeting to be held on August 4,[ , 2016 ] at 10:00 a.m. local time, atthe 5835 Peachtree Corners East, Suite D, Norcross, Georgia 30092and at any adjournment or adjournments of the annual meeting, and to vote all shares of common stock which the undersigned would be entitled to vote if then and there personally present, on the matters set forth below:
o FOR all nominees listed below [ ] o WITHHOLD for all nominees listed below[ ]
o FOR all nominees listed below, except WITHHOLD for the following nominee(s): ___________________________________________
Gene S. Cartwright, Ph.D., John E. Imhoff, M.D.; and Michael C. James
| 2. | APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO EFFECT A 1-FOR-400 REVERSE STOCK SPLIT IN A RATIO TO BE DETERMINED BY OUR BOARD OF DIRECTORS RANGING FROM 1-FOR-10 TO 1-FOR-400, OF ALL ISSUED AND OUTSTANDING SHARES OF OUR COMMON STOCK, AT A TIME IN THE THREE YEARSTO BE EFFECTED AS SOON AS PRACTICABLE FOLLOWING SUCH APPROVAL TO BE DETERMINED BY THE BOARD:APPROVAL: |
[ ]
o FOR [ ] o AGAINST [ ] o ABSTAIN
| 3. | APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE ACCOMPANYING PROXY STATEMENT PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SECURITIES AND EXCHANGE COMMISSION. |
[ ]
o FOR [ ] o AGAINST [ ] o ABSTAIN
| 4. | RATIFICATION OF THE APPOINTMENT OF UHY LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2016 FISCAL YEAR: |
[ ]
o FOR [ ] o AGAINST [ ] o ABSTAIN In their discretion, the proxies will vote upon any other matter or matters, which may properly come before the annual meeting or any adjournment or adjournments of the annual meeting.
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS INDICATED, WILL BE VOTEDFOR THE ELECTION OF EACH OF THE NOMINEES LISTED IN PROPOSAL 1,
FOR THE APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT;
FOR THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS; AND
FOR THE RATIFICATION OF THE APPOINTMENT OF UHY LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2016 FISCAL YEAR, AND IN THE DISCRETION OF THE DESIGNATED PROXIES ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
Dated:_____________, 2016
Signature
| Dated: ______________, 2016 | |
| | |
| | |
| ____________________________ | |
| Signature | |
| | |
| ____________________________ | |
| Signature | |
Signature
(This proxy should be marked, dated and signed by the stockholder(s) exactly as his or her name appears on this proxy, and returned promptly in the enclosed envelope. Persons signing in a fiduciary capacity should so indicate. If shares are held by joint tenants or as community property, both should sign.)