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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ___)
Filed by the Registrantþ
Filed by a party other than the Registranto
Check the appropriate box:
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 Rule 14a-11(c) or Rule 14a-12. |
FORMFACTOR, INC.
Payment of Filing Fee (Check the appropriate box):
þ | No fee required. | |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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: |
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1. To elect two Class II directors to our Board of Directors, each to serve on our Board of Directors until his or her successor has been elected and qualified or until his or her earlier death, resignation or removal. The director nominees are: |
Dr. Homa Bahrami | |
G. Carl Everett, Jr. |
2. To ratify the selection of PricewaterhouseCoopers LLP as FormFactor’s independent auditor for the fiscal year ending December 31, 2005. | |
3. To act upon such other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
BY ORDER OF THE BOARD OF DIRECTORS | |
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Stuart L. Merkadeau | |
Secretary |
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Dr. Igor Y. Khandros | Joseph R. Bronson | |
Chief Executive Officer | President |
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• | a written instrument delivered to us stating that the proxy is revoked; | |
• | a subsequent proxy that is signed by the person who signed the earlier proxy and is presented at the Annual Meeting; or | |
• | attendance at the Annual Meeting and voting in person. |
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Name of Director | Age | Class | Position with FormFactor | Director Since | ||||||||||
Dr. Homa Bahrami(3) | 50 | II | Director | December 2004 | ||||||||||
Joseph R. Bronson | 56 | III | President and Director | April 2002 | ||||||||||
Dr. William H. Davidow(2),(3) | 70 | I | Chairman of the Board of Directors | April 1995 | ||||||||||
G. Carl Everett, Jr.(1),(2),(3) | 54 | II | Director | June 2001 | ||||||||||
Dr. Igor Y. Khandros | 50 | I | Chief Executive Officer and Director | April 1993 | ||||||||||
James A. Prestridge(1),(2) | 73 | III | Director | April 2002 | ||||||||||
Harvey A. Wagner(1) | 64 | III | Director | February 2005 |
(1) | Current member of the Audit Committee. |
(2) | Current member of the Compensation Committee. |
(3) | Current member of the Governance Committee. |
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2004 | 2003 | |||||||
Audit Fees | $ | 1,014,000 | $ | 420,000 | ||||
Audit-Related Fees | — | — | ||||||
Tax Fees | 82,000 | 97,000 | ||||||
All Other Fees | — | — |
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Submitted by the Audit Committee | |
Harvey A. Wagner, Chairman | |
G. Carl Everett, Jr. | |
James A. Prestridge |
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• | each person or entity known by us to own beneficially more than 5% of our common stock; | |
• | each of our current directors; | |
• | our Chief Executive Officer, President, and each of our four other most highly compensated executive officers; and | |
• | all of our current directors and executive officers as a group. |
Number of | Percentage of | |||||||
Shares | Shares | |||||||
Beneficially | Beneficially | |||||||
Beneficial Owner | Owned | Owned | ||||||
Dr. Igor Y. Khandros(1) | 3,525,658 | 9.0 | % | |||||
Dr. William H. Davidow(2) | 282,376 | * | ||||||
Entities affiliated with FMR Corp(3) | 4,983,387 | 12.7 | ||||||
Benjamin N. Eldridge(4) | 457,588 | 1.2 | ||||||
Jens Meyerhoff(5) | 381,965 | 1.0 | ||||||
Yoshikazu Hatsukano(6) | 304,005 | * | ||||||
Peter B. Mathews(7) | 162,450 | * | ||||||
G. Carl Everett, Jr.(8) | 84,618 | * | ||||||
James A. Prestridge(9) | 76,248 | * | ||||||
Joseph R. Bronson(10) | 62,500 | * | ||||||
Dr. Homa Bahrami(11) | 15,500 | * | ||||||
Harvey A. Wagner(12) | 12,500 | * | ||||||
All current executive officers and directors as a group (15 persons)(13) | 5,560,503 | 13.7 |
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* | Represents beneficial ownership of less than 1%. |
(1) | Includes 104,228 shares issuable upon exercise of options that are exercisable within 60 days of March 26, 2005, all of which are vested. Also includes 1,300,000 shares held by Susan Bloch, Dr. Khandros’ spouse. |
(2) | Includes 29,707 shares held by the Davidow Family Trust. Also includes 18,750 unvested shares that are, as of March 26, 2005, subject to our lapsing right of repurchase at the initial purchase price for these shares. Also includes 12,500 shares issuable upon exercise of options that are exercisable within 60 days of March 26, 2005, all of which will be unvested. |
(3) | Includes 4,275,945 shares held by Fidelity Management & Research Company, 285,140 shares held by Fidelity International Limited and 422,302 shares held by Fidelity Management Trust Company as reported in the Schedule 13G of FMR Corp. and related persons filed on February 14, 2005 with the Securities Exchange Commission. The address of FMR Corp. and related persons is 82 Devonshire Street, Boston, Massachusetts 02109. |
(4) | Includes 122,070 shares held by the Benjamin N. Eldridge and Carol McKenzie-Wilson TTEES Benjamin Eldridge and Carol McKenzie-Wilson Living Trust U/ A/ D 4/21/03. Also includes 333,508 shares issuable upon exercise of options that are exercisable within 60 days of March 26, 2005, of which 214,007 shares will be vested and 119,501 shares will be unvested. |
(5) | Includes 378,394 shares issuable upon exercise of options that are exercisable within 60 days of March 26, 2005, of which 191,518 shares will be vested and 186,876 shares will be unvested. |
(6) | Includes 185,270 shares issuable upon exercise of options that are exercisable within 60 days of March 26, 2005, of which 129,270 shares will be vested and 56,000 shares will be unvested. |
(7) | Includes 162,450 shares issuable upon exercise of options that are exercisable within 60 days of March 26, 2005, of which 99,200 shares will be vested and 63,250 shares will be unvested. |
(8) | Includes 22,118 shares held by the Everett Family Revocable Trust. Also includes 62,500 shares issuable upon exercise of options that are exercisable within 60 days of March 26, 2005, of which 48,958 shares will be vested and 13,542 shares will be unvested. |
(9) | Includes 13,748 shares held by the Prestridge 1989 Family Trust. Also includes 62,500 shares issuable upon exercise of options that are exercisable within 60 days of March 26, 2005, of which 39,583 shares will be vested and 22,917 shares will be unvested. |
(10) | Includes 5,000 shares held by a revocable trust, of which Mr. Bronson is a trustee. Also includes 2,000 shares held jointly by Mr. Bronson and his two children. Also includes 5,500 unvested shares that are, as of March 26, 2005, subject to our lapsing right of repurchase at the initial purchase price for these shares. Also includes 19,500 shares issuable upon exercise of options that are exercisable within 60 days of March 26, 2005, all of which will be unvested. |
(11) | Includes 12,500 shares issuable upon exercise of options that are exercisable within 60 days of March 26, 2005, of which 4,166 shares will be vested and 8,334 shares will be unvested. |
(12) | Represents 12,500 shares issuable upon exercise of options that are exercisable within 60 days of March 26, 2005, of which 2,083 shares will be vested and 10,417 shares will be unvested. |
(13) | Includes 24,250 unvested shares that are, as of March 26, 2005, subject to our lapsing right of repurchase at the initial purchase price for these shares, and 1,532,512 shares issuable upon exercise of options that are exercisable within 60 days of March 26, 2005, of which 932,888 shares will be vested and 599,624 shares will be unvested. Also includes 170,824 shares beneficially owned by Stuart L. Merkadeau, which include 163,442 shares issuable upon exercise of options that are exercisable within 60 days of March 26, 2005, of which 81,775 shares will be vested and 81,667 shares will be unvested. Also includes 16,093 shares beneficially owned by Hank Feir, which include 16,041 shares issuable upon exercise of options that are exercisable within 60 days of March, 26, 2005, all of which will be vested. Also includes 8,178 shares beneficially owned by Richard Mittermaier, which include 7,179 shares issuable upon exercise of options that are exercisable within 60 days of March 26, 2005, of which 2,059 shares will be vested and 5,120 shares will be unvested. Mr. Mittermaier, who was our Principal |
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Accounting Officer at the close of our last financial year, stepped down from that position on March 15, 2005, and continues in his role as our Director of Accounting. Does not include 110,000 unvested options to purchase shares that are not exercisable within 60 days of March 26, 2005, granted to Ronald C. Foster on March 2, 2005. |
Number of Securities Remaining | |||||||||||||
Number of Securities to | Available for Future Issuance | ||||||||||||
be Issued Upon Exercise | Weighted-Average Price of | Under Equity Compensation Plans | |||||||||||
of Outstanding Options, | Outstanding Options, | (Excluding Securities Reflected in | |||||||||||
Plan Category | Warrants and Rights | Warrants and Rights | Column (a)) | ||||||||||
(a) | (b) | (c) | |||||||||||
Equity compensation plans approved by the stockholders(1) | 5,929,509 | $ | 11.88 | 1,580,864 | |||||||||
Equity compensation plans not approved by the stockholders | — | — | — | ||||||||||
Total: | 5,929,509 | $ | 11.88 | 1,580,864 |
(1) | Includes our 2002 Equity Incentive Plan, 2002 Employee Stock Purchase Plan, Incentive Option Plan, Management Incentive Plan, 1996 Stock Option Plan and 1995 Option Plan. Since the effectiveness of our 2002 Equity Incentive Plan in connection with our initial public offering, we do not grant any options under our Incentive Option Plan, Management Incentive Plan, 1996 Stock Option Plan and 1995 Option Plan. |
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Long-Term Compensation Awards | |||||||||||||||||||||
Annual Compensation | |||||||||||||||||||||
Restricted Stock | Securities | ||||||||||||||||||||
Name and Principal Position | Year | Salary | Bonus | Awards | Underlying Options | ||||||||||||||||
Dr. Igor Y. Khandros | 2004 | $ | 300,097 | $ | 194,911 | — | — | ||||||||||||||
Chief Executive Officer | 2003 | 276,963 | 210,319 | — | 234,228 | ||||||||||||||||
2002 | 252,756 | 115,800 | — | — | |||||||||||||||||
Joseph R. Bronson | 2004 | 67,525 | (1) | 20,000 | $ | 1,000,001 | (2) | 212,500 | (3) | ||||||||||||
President and Member of the Office of the | 2003 | — | — | — | — | ||||||||||||||||
Chief Executive | 2002 | — | — | — | — | ||||||||||||||||
Benjamin N. Eldridge | 2004 | 225,000 | 113,560 | — | — | ||||||||||||||||
Senior Vice President of Development and | 2003 | 200,915 | 156,280 | — | 53,703 | ||||||||||||||||
Chief Technical Officer | 2002 | 201,387 | 77,760 | — | 94,500 | ||||||||||||||||
Yoshikazu Hatsukano | 2004 | 318,240 | (4) | 173,301 | — | — | |||||||||||||||
Senior Vice President of Asia-Pacific | 2003 | 271,967 | (5) | 127,316 | — | 44,850 | |||||||||||||||
Operations and President of FormFactor K.K. | 2002 | 237,815 | (6) | 89,115 | (6) | — | 31,500 | ||||||||||||||
Jens Meyerhoff | 2004 | 273,846 | 181,284 | — | 60,000 | ||||||||||||||||
Chief Operating Officer | 2003 | 231,819 | 137,844 | — | 200,852 | ||||||||||||||||
2002 | 209,849 | 77,760 | — | 142,500 | |||||||||||||||||
Peter B. Mathews | 2004 | 414,325 | (7) | 10,000 | — | — | |||||||||||||||
Senior Vice President of Worldwide Sales | 2003 | 303,147 | (8) | — | — | 52,200 | |||||||||||||||
2002 | 251,179 | (9) | — | — | 58,500 |
(1) | Includes $34,000 which Mr. Bronson received as a director prior to his employment as our President on November 17, 2004. |
(2) | Represents the value of 38,432 restricted stock units granted to Mr. Bronson on November 17, 2004, based on the closing market price of our common stock on the grant date. These restricted stock units, which carry no dividend rights, will vest and be converted into shares of our common stock in four equal installments on each January 1 of 2006, 2007, 2008 and 2009. On December 23, 2004, the last trading day prior to the Company’s fiscal year end of December 25, 2004, the restricted stock units had a value of $1,032,284. |
(3) | Includes 12,500 shares of our common stock which Mr. Bronson was given an option to purchase in his capacity as a director prior to his employment as our President on November 17, 2004. |
(4) | The U.S. dollar equivalent of the salary, which is paid to Mr. Hatsukano in Japanese Yen, is calculated using the exchange rate at December 25, 2004 of one U.S. dollar to 104.17 Japanese Yen. |
(5) | The U.S. dollar equivalent of the salary, which is paid to Mr. Hatsukano in Japanese Yen, is calculated using the exchange rate at December 26, 2003 of one U.S. dollar to 107.55 Japanese Yen. |
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(6) | The U.S. dollar equivalent of the salary and bonus, which are paid to Mr. Hatsukano in Japanese Yen, is calculated using the exchange rate at December 27, 2002 of one U.S. dollar to 119.92 Japanese Yen. |
(7) | Includes $223,069 in sales commissions. |
(8) | Includes $132,780 in sales commissions. |
(9) | Includes $88,099 in sales commissions. |
Individual Grants | ||||||||||||||||||||||||
Potential Realizable Value at | ||||||||||||||||||||||||
Number of | % of Total | Assumed Annual Rates of | ||||||||||||||||||||||
Securities | Options | Stock Price Appreciation for | ||||||||||||||||||||||
Underlying | Granted to | Exercise | Option Term | |||||||||||||||||||||
Options | Employees in | Price per | Expiration | |||||||||||||||||||||
Name | Granted | Fiscal Year | Share | Date | 5% | 10% | ||||||||||||||||||
Joseph R. Bronson | 12,500 | 1.0 | % | $ | 19.20 | 5/13/2014 | $ | 50,935 | $ | 82,498 | ||||||||||||||
200,000 | 16.3 | 26.02 | 11/17/2014 | 3,272,768 | 8,293,836 | |||||||||||||||||||
Jens Meyerhoff | 60,000 | 4.9 | 19.20 | 5/13/2014 | 724,487 | 1,835,991 |
• | multiplying the number of shares of our common stock subject to a given option by the price per share of our common stock at the time of the grant; | |
• | assuming that the aggregate stock value derived from that calculation compounds at the annual 5% or 10% rates shown in the table for the entire ten-year term of the option; and | |
• | subtracting from that result the total option exercise price. |
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Number of Securities | Value of Unexercised | |||||||||||||||||||||||
Underlying Unexercised | In-the Money Options at | |||||||||||||||||||||||
Shares | Options at Fiscal Year-End | Fiscal Year-End | ||||||||||||||||||||||
Acquired on | Value | |||||||||||||||||||||||
Name | Exercise | Realized | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
Dr. Igor Y. Khandros | — | — | 104,228 | 130,000 | $ | 1,340,372 | $ | 956,800 | ||||||||||||||||
Joseph R. Bronson | 28,000 | $ | 376,000 | 19,500 | 200,000 | 238,270 | 168,000 | |||||||||||||||||
Benjamin N. Eldridge | — | — | 333,508 | 36,800 | 7,080,950 | 270,848 | ||||||||||||||||||
Yoshikazu Hatsukano | 10,000 | 214,500 | 185,270 | 44,850 | 4,039,597 | 330,096 | ||||||||||||||||||
Jens Meyerhoff | 107,000 | 1,628,351 | 372,144 | 118,000 | 6,738,318 | 883,480 | ||||||||||||||||||
Peter B. Mathews | 5,000 | 125,855 | 174,666 | 45,534 | 3,628,792 | 335,130 |
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• | A lump sum severance payment equal to one year of base salary and bonus; | |
• | Health benefits continuation for one year (subject to the participating executive’s compliance with a confidentiality agreement and an agreement not to solicit employees of the Company for one year after termination); and | |
• | Fully accelerated vesting of options or other equity awards. |
• | The consummation of a merger or consolidation of the Company resulting in a change in ownership of more than 40% of the total voting securities of the Company; | |
• | Any approval by the shareholders of the Company of a plan of complete liquidation of the Company, other than as a result of insolvency; | |
• | The sale or disposition of all or substantially all of the Company’s assets; |
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• | An acquisition of 40% or more of the Company’s voting securities; or | |
• | During any period of two consecutive years, the current directors (or their successors approved by the Board of Directors) ceasing to constitute a majority of the Board of Directors. |
• | offer a total compensation package that is competitive with total compensation packages in effect at technology companies that are of comparable size to FormFactor, that engage in similar or complementary industries, and with which FormFactor competes for executive personnel; | |
• | provide annual incentive awards, such as cash bonuses and stock-based incentive awards, that take into account FormFactor’s overall financial performance in terms of designated corporate objectives, as well as individual contributions; and | |
• | align the interests of FormFactor’s executive officers with those of the company’s stockholders by providing significant equity-based, long-term incentive awards. |
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Submitted by the Compensation Committee | |
Dr. William H. Davidow, Chairman | |
G. Carl Everett, Jr. | |
James A. Prestridge |
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![(PERFORMANCE GRAPH)](https://capedge.com/proxy/DEF 14A/0000950134-05-008043/f06544def0654403.gif)
Cumulative Total Return | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
6/03 | 6/03 | 7/03 | 8/03 | 9/03 | 10/03 | 11/03 | 12/03 | 1/04 | 2/04 | 3/04 | 4/04 | 5/04 | 6/04 | 7/04 | 8/04 | 9/04 | 10/04 | 11/04 | 12/04 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
FORMFACTOR, INC. | 100.00 | 126.43 | 133.14 | 139.93 | 154.21 | 178.07 | 182.14 | 141.43 | 132.79 | 144.64 | 149.21 | 125.71 | 134.43 | 160.36 | 143.43 | 125.00 | 138.36 | 167.50 | 172.21 | 193.86 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
S & P 500 | 100.00 | 101.28 | 103.06 | 105.07 | 103.96 | 109.84 | 110.80 | 116.61 | 118.75 | 120.41 | 118.59 | 116.73 | 118.33 | 120.63 | 116.64 | 117.11 | 118.38 | 120.18 | 125.05 | 129.30 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
RDG SEMICONDUCTOR COMPOSITE | 100.00 | 97.56 | 110.60 | 128.44 | 120.57 | 144.23 | 149.93 | 143.32 | 144.90 | 142.05 | 135.41 | 123.23 | 135.58 | 131.32 | 113.18 | 101.94 | 104.21 | 111.40 | 114.34 | 116.49 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
* | $100 invested on 6/12/03 in stock or on 5/31/03 in index-including reinvestment of dividends. Fiscal year ending December 31. |
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BY ORDER OF THE BOARD OF DIRECTORS | |
![]() | |
Stuart L. Merkadeau | |
Secretary |
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![(FORMFACTOR LOGO)](https://capedge.com/proxy/DEF 14A/0000950134-05-008043/f06544def0654402.gif)
I. | Purpose |
II. | Organizational Matters |
A. | Membership |
1. Each member will be an independent member of the Board as defined by the rules of The Nasdaq Stock Market, as they may be amended from time to time (the“Rules”); | |
2. Each member will meet the independence requirements for audit committee members specified by the rules and regulations of the Securities and Exchange Commission(“SEC”); | |
3. Each member will meet such other qualifications for membership on an audit committee as the Nasdaq may promulgate from time to time, including being able to read and understand fundamental financial statements at the time of appointment; | |
4. At least one member will have past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities in accordance with applicable Nasdaq rules; | |
5. At least one member will be an “audit committee financial expert” as defined by applicable SEC rules; and | |
6. No member will have participated in the preparation of the financial statements of the Company or any current subsidiary at any time during the most recent three years. |
B. | Funding |
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C. | Compensation |
D. | Investigations, Studies and Outside Advisors |
E. | Delegation of Authority |
III. | Meetings and Reports |
A. | Meetings |
B. | Minutes |
C. | Reports |
IV. | Authority, Responsibilities and Duties |
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A. | Processes, Controls and Risk Management |
B. | SEC Reports and Other Disclosures |
a. the Company’s quarterly and annual financial statements, including any report or opinion by the independent auditors; | |
b. the Company’s earnings announcements; | |
c. the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of the Company’s Forms 10-Q and 10-K, and in the Company’s registration statements under the Securities Act of 1933; and | |
d. The results of the independent auditors’ audit of the Company’s annual financial statements and the independent auditors’ review of the Company’s interim financial statements. |
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C. | Independent Auditors |
a. all critical accounting policies and practices to be used; | |
b. all alternative treatments within generally accepted accounting principles of material items that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditors; | |
c. other material written communications between the independent auditors and management, such as any management letter or schedule of unadjusted differences; | |
d. any comments or recommendations of the independent auditors outlined in their annual management letter; and | |
e. the adequacy of the Company’s accounting and financial reporting processes and systems of internal control, including the adequacy of the systems of reporting to the Committee by each group. |
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D. | Other Duties and Responsibilities |
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[FFRCM – FORM FACTOR, INC.] [FILE NAME: ZFFR62.ELX] [VERSION – (2)] [04/12/05] [orig. 02/23/05]
PROXY
FORMFACTOR, INC.
PROXY FOR 2005 ANNUAL MEETING OF STOCKHOLDERS
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HAS YOUR ADDRESS CHANGED? | DO YOU HAVE ANY COMMENTS? | ||
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(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
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FORMFACTOR, INC.
C/O EQUISERVE TRUST COMPANY, N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694
DETACH AND RETURN THIS PORTION ONLY
x | Please mark votes as in this example. | #FFR |
FORMFACTOR, INC. | ||||||||||||||||||||
Your vote is important. Whether or not you plan to attend the 2005 Annual Meeting of Stockholders of FormFactor, Inc. in person, we urge you to complete, date, sign and promptly mail this proxy in the enclosed postage-paid envelope (to which no postage need be affixed if mailed in the United States) so that your shares of our common stock may be represented at the Annual Meeting. | ||||||||||||||||||||
THE BOARD OF DIRECTORS OF FORMFACTOR RECOMMENDS A VOTE “FOR” THE ELECTION OF THE CLASS II NOMINEES LISTED BELOW TO THE BOARD OF DIRECTORS AND “FOR” PROPOSAL NO. 2. | ||||||||||||||||||||
1. | To elect as Class II directors the following nominees: | FOR | AGAINST | ABSTAIN | ||||||||||||||||
(01) G. Carl Everett, Jr., (02) Dr. Homa Bahrami | 2. | To ratify the selection of PricewaterhouseCoopers LLP as independent auditor of FormFactor, Inc. for the fiscal year ending December 31, 2005. | o | o | o | |||||||||||||||
FOR ALL NOMINEES | o | o | WITHHELD FROM ALL NOMINEES | |||||||||||||||||
o | For all nominees except as written above | |||||||||||||||||||
Mark box at right if you plan to attend the Annual Meeting. | o | |||||||||||||||||||
Mark box at right if an address change or comment has been noted on the reverse side of this card. | o | |||||||||||||||||||
This proxy must be signed for your instructions to be executed. Each joint owner should sign. Signature should correspond with names printed on this proxy. Attorneys, executors, administrators, guardians, trustees, corporate officers or other signing in a representative capacity should give full title. | ||||||||||||||||||||
Please complete, date, sign and promptly mail this proxy whether you plan to attend the Annual Meeting or not. If you do attend the Annual Meeting, you may vote in person if your desire. | ||||||||||||||||||||
Signature: | | Date: | | Signature: | | Date: | |