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SCHEDULE 14A INFORMATION
Filed by the Registrant | þ | |
Filed by a Party other than the Registrant | ¨ |
Check the appropriate box:
¨ | Preliminary Proxy Statement | |
¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
þ | Definitive Proxy Statement | |
¨ | Definitive Additional Materials | |
¨ | Soliciting Material Pursuant to § 240.14a-12 |
iPass Inc.
Payment of Filing Fee (Check the appropriate box)
þ | No fee required. | |
¨ | 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: |
¨ | Fee paid previously with preliminary materials. | |
¨ | 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 directors to hold office until the 2008 Annual Meeting of Stockholders. | |
2. To ratify the selection by the Audit Committee of the Board of Directors of KPMG LLP as the independent registered public accounting firm of iPass for its fiscal year ending December 31, 2005. | |
3. To conduct any other business properly brought before the meeting. |
By Order of the Board of Directors | |
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Bruce K. Posey | |
Vice President, General Counsel and | |
Secretary |
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Stockholder of Record: Shares Registered in Your Name |
Beneficial Owner: Shares Registered in the Name of a Broker or Bank |
• | Election of two directors to hold office until the 2008 Annual Meeting of Stockholders; | |
• | Ratification of KPMG LLP as the independent registered public accounting firm of iPass for its fiscal year ending December 31, 2005. |
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Stockholder of Record: Shares Registered in Your Name |
• | To vote in person, come to the annual meeting and we will give you a ballot when you arrive. | |
• | To vote using the proxy card, simply complete, sign and date the enclosed proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the annual meeting, we will vote your shares as you direct. | |
• | To vote over the telephone, dial toll-free 1-866-536-4457 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and control number from the enclosed proxy card. Your vote must be received by 5:30 p.m., Central Standard Time on June 2, 2005 to be counted. | |
• | To vote on the Internet, go to www.computershare.com/us/proxy to complete an electronic proxy card. You will be asked to provide the company number and control number from the enclosed proxy card. Your vote must be received by 5:30 p.m., Central Standard Time on June 2, 2005 to be counted. |
Beneficial Owner: Shares Registered in the Name of Broker or Bank |
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• | You may submit another properly completed proxy card with a later date. | |
• | You may send a written notice that you are revoking your proxy to our Corporate Secretary at 3800 Bridge Parkway, Redwood Shores, CA 94065. | |
• | You may attend the annual meeting and vote in person. Simply attending the meeting will not, by itself, revoke your proxy. |
• | For Proposal No. 1, the election of directors, the two nominees receiving the most “For” votes (among votes properly cast in person or by proxy) will be elected. Broker non-votes will have no effect. | |
• | To be approved, Proposal No. 2 ratifying KPMG LLP as the independent registered public accounting firm of iPass for fiscal year ending December 31, 2005 must receive a “For” vote from the majority of shares either in person or by proxy. If you “Abstain” from voting, it will have the same effect as an “Against” vote. Broker non-votes will have no effect. |
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Name | Audit | Compensation | Nominating | |||||||||
Kenneth D. Denman | ||||||||||||
A. Gary Ames | X | X | * | |||||||||
Cregg B. Baumbaugh | X | |||||||||||
John D. Beletic | X | * | X | |||||||||
Peter G. Bodine | X | |||||||||||
Arthur C. Patterson | X | X | ||||||||||
Allan R. Spies | X | * |
* | Committee Chairperson |
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1. From our main Web page, first click on “Investors.” | |
2. Next, click on “Corporate Governance.” | |
3. Then, click on “Code of Conduct.” | |
4. Finally, click on “Code of Conduct and Ethics.” |
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AUDIT COMMITTEE | |
Allan R. Spies, Chairman | |
A. Gary Ames | |
Cregg B. Baumbaugh |
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Fee Category | Fiscal 2004 Fees | Fiscal 2003 Fees | ||||||
Audit Fees | $ | 522,500 | $ | 837,340 | ||||
Audit-Related Fees | — | — | ||||||
Tax Fees | — | �� | ||||||
All Other Fees | — | — | ||||||
Total Fees | $ | 522,500 | $ | 837,340 | ||||
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Number of Securities | |||||||||||||
Remaining Available for | |||||||||||||
Future Issuance Under | |||||||||||||
Number of Securities to | Weighted-Average | Equity Compensation | |||||||||||
be Issued Upon Exercise | Exercise Price of | Plans (Excluding | |||||||||||
of Outstanding Options, | Outstanding Options, | Securities Reflected in | |||||||||||
Warrants and Rights | Warrants and Rights | Column(a)) | |||||||||||
Plan Category | (a) | (b) | (c) | ||||||||||
Equity compensation plans approved by stockholders | 10,114,986 | $ | 4.78 | 7,378,671 | |||||||||
Equity compensation plans not approved by stockholders | — | — | — | ||||||||||
Total | 10,114,986 | $ | 4.78 | 7,378,671 | |||||||||
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Name | Age | Position | ||||
Kenneth D. Denman | 46 | Chairman, President and Chief Executive Officer | ||||
Donald C. McCauley | 53 | Vice President and Chief Financial Officer | ||||
John C. Charters | 42 | Chief Operating Officer | ||||
Bruce K. Posey | 53 | Vice President, General Counsel and Secretary | ||||
Anurag Lal | 40 | Vice President of Business Development | ||||
John P. Thuma | 47 | Vice President of Worldwide Sales | ||||
Joel Wachtler | 55 | Vice President of Marketing and Strategy |
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Shares Issuable | Beneficially Owned | |||||||||||
Pursuant to | (Including the Number | |||||||||||
Options | of Shares Shown in the | |||||||||||
Exercisable Within | First Column) | |||||||||||
60 Days of | ||||||||||||
Name and Address of Beneficial Owner | March 31, 2005 | Shares | Percent | |||||||||
Kenneth D. Denman(1) | — | 2,600,300 | 4.1 | % | ||||||||
John P. Thuma(2) | 320,000 | 618,929 | 1.0 | |||||||||
Bruce K. Posey | 19,638 | 174,791 | * | |||||||||
Joel Wachtler | 81,633 | 81,633 | * | |||||||||
Donald C. McCauley | 156,250 | 482,250 | * | |||||||||
Arthur C. Patterson(3) | 120,000 | 2,469,208 | 3.9 | |||||||||
Accel Partners(4) | — | 1,986,385 | 3.2 | |||||||||
Peter G. Bodine(5) | 120,000 | 3,523,402 | 5.6 | |||||||||
APV Technology Partners(6) | — | 3,370,902 | 5.3 | |||||||||
A. Gary Ames | 120,000 | 140,000 | * | |||||||||
John D. Beletic(7) | 23,000 | 122,963 | * | |||||||||
Cregg B. Baumbaugh(8) | 120,000 | 135,000 | * | |||||||||
Allan R. Spies | 120,000 | 120,000 | * | |||||||||
Royce & Associates LLC(9) | — | 4,872,300 | 7.7 | |||||||||
Brown Advisory Holdings, Inc.(10) | — | 4,014,538 | 6.4 | |||||||||
All directors and executive officers as a group (13 persons) | 1,547,396 | 10,947,351 | 17.0 | % |
* | Less than one percent (1%). |
(1) | All of these shares are held by the Kenneth D. Denman Revocable Trust. | |
(2) | Includes 297,500 shares held by John P. Thuma and Kristina M. Thuma, trustees under the Thuma Living Trust dated 10/13/03. | |
(3) | Mr. Patterson is a partner at Accel Partners. Accel Partners owns 2,309,491 shares, of which Accel V L.P. owns 1,672,804 shares, Accel Internet/ Strategic Technology Fund L.P. owns 196,900 shares, Accel Investors “96 L.P. owns 87,511 shares and Accel Keiretsu V L.P. owns 29,170 shares. Accel V Associates L.L.C. is the General Partner of Accel V L.P. and has the sole voting and investment power. |
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Arthur C. Patterson, ACP Family Partnership L.P., James R. Swartz, James W. Breyer, Eugene D. Hill, Homestake Partnership L.P., Luke B. Evnin and J. Peter Wagner are the Managing Members of Accel V Associates L.P. and share such power. Accel Internet/ Strategic Technology Fund Associates L.L.C. is the General Partner of Accel Internet/ Strategic Technology Fund L.P. and has the sole voting and investment power. Mr. Patterson, ACP Family Partnership L.P., James R. Swartz, James W. Breyer, Eugene D. Hill, Homestake Partners L.P., Luke B. Evnin and J. Peter Wagner are the Managing Members of Accel Internet/ Strategic Technology Fund L.P. and share such power. Accel Keiretsu V Associates L.L.C. is the General Partner of Accel Keiretsu V L.P. and has the sole voting and investment power. Mr. Patterson, James R. Swartz, James W. Breyer, Eugene D. Hill, Luke B. Evnin and J. Peter Wagner are the Managing Members of Accel Keiretsu V Associates L.L.C. and share such powers. Mr. Patterson, James R. Swartz, James W. Breyer, Luke B. Evnin, Eugene D. Hill and J. Peter Wagner are the General Partners of Accel Investors “96 L.P. and share the voting and investment powers. Ellmore C. Patterson Partners owns 160,439 shares and the ACP Family Partnership owns 162,667 shares. Mr. Patterson is the sole General Partner of Ellmore C. Patterson Partners and the ACP Family Partnership, and has sole voting and investment power. Mr. Patterson disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. The address for Mr. Patterson is c/o Accel Partners. | ||
(4) | See footnote (3). The address for Accel Partners is 428 University Ave., Palo Alto, CA 94301. | |
(5) | Mr. Bodine is a Managing Member of APV Technology Partners. APV Technology Partners beneficially owns all 3,370,902 shares, of which APV Technology Partners, L.P. owns 948,372 shares, APV Technology Partners II, L.P. owns 2,128,401 shares, APV Technology Partners U.S., L.P. owns 237,096 shares, and WPS, L.L.C. owns 57,033 shares. Mr. Bodine has shared voting and investment powers over these shares. Mr. Bodine disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. The address for Mr. Bodine is c/o APV Technology Partners. | |
(6) | See footnote (5). The address for APV Technology Partners is 2370 Watson Court, Suite 200, Palo Alto, CA 94303. | |
(7) | Includes 99,000 shares held in the name of John and Anne Partnership, Ltd. | |
(8) | Includes 15,000 shares held by the Cregg Baumbaugh, Jerilyn Baumbaugh, trustees of the Baumbaugh Family Revocable Trust dtd 7/30/01. | |
(9) | The address for Royce & Associates, LLC is 1414 Avenue of the Americas, New York, NY 10019. The data regarding the stock ownership of Royce & Associates, LLC is as of December 31, 2004 from the 13G filed by Royce & Associates, LLC in January 31, 2005. |
(10) | The address of Brown Advisory Holdings Incorporated is 901 South Bend St., Suite 400, Baltimore, MD 21231. The data regarding the stock ownership of Brown Advisory Holdings, Inc. is as of December 31, 2004 from the 13G filed by Brown Advisory Holdings, Inc. on February 15, 2005. |
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Long-Term | |||||||||||||||||||||
Compensation | |||||||||||||||||||||
Awards | |||||||||||||||||||||
Annual Compensation | Securities | ||||||||||||||||||||
Underlying | All Other | ||||||||||||||||||||
Name and Principal Position | Year | Salary | Bonus | Options | Compensation | ||||||||||||||||
Kenneth D. Denman, | 2004 | $ | 250,000 | $ | 72,262 | 400,000 | $ | 26,597 | (1) | ||||||||||||
Chairman, President and Chief | 2003 | 250,000 | 86,000 | — | 73,224 | (2) | |||||||||||||||
Executive Officer | 2002 | 250,000 | 25,000 | — | 89,153 | (3) | |||||||||||||||
John P. Thuma, | 2004 | 250,000 | 50,640 | 75,833 | 450 | (4) | |||||||||||||||
Vice President of Worldwide Sales | 2003 | 250,000 | 90,225 | — | 450 | (4) | |||||||||||||||
2002 | 250,000 | 97,875 | — | 300 | (4) | ||||||||||||||||
Joel Wachtler, | 2004 | 180,000 | 35,329 | 145,000 | 77,138 | (5) | |||||||||||||||
Vice President of Marketing and Strategy | 2003 | 70,467 | (6) | 15,805 | 100,000 | 270 | (4) | ||||||||||||||
Bruce K. Posey, | 2004 | 196,250 | 42,981 | 49,583 | 23,605 | (7) | |||||||||||||||
Vice President, General Counsel | 2003 | 185,000 | 56,265 | — | 690 | (4) | |||||||||||||||
and Secretary | 2002 | 89,061 | (8) | 13,859 | 275,000 | 12,583 | (9) | ||||||||||||||
Donald C. McCauley, | 2004 | 200,000 | 60,507 | 86,667 | 690 | (4) | |||||||||||||||
Vice President and Chief | 2003 | 200,000 | 70,050 | — | 690 | (4) | |||||||||||||||
Financial Officer | 2002 | 200,000 | 74,438 | — | 690 | (4) |
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(1) | Of this amount, $18,886 is for the payment of commuting and living expenses, $7,261 is for a tax gross-up adjustment for commuting and living expenses, and $450 is for life insurance premiums paid by us. |
(2) | Of this amount, $45,047 is for the payment of commuting and living expenses, $27,727 is for a tax gross-up adjustment for commuting and living expenses, and $450 is for life insurance premiums paid by us. |
(3) | Of this amount, $64,186 is for the payment of commuting and living expenses, $24,679 is for a tax gross-up adjustment for commuting and living expenses and $288 is for life insurance premiums paid by us. |
(4) | This amount is for life insurance premiums paid by us. |
(5) | Of this amount, $30,000 is a relocation bonus, $45,794 is for the reimbursement of relocation expenses and $1,344 if for life insurance premiums paid by us. |
(6) | Mr. Wachtler commenced his employment with us in September 2003. |
(7) | Of this amount, $22,915 is for the reimbursement of relocation expenses and $690 is for life insurance premiums paid by us. |
(8) | Mr. Posey commenced his employment with us in July 2002. |
(9) | Of this amount, $10,000 is a relocation bonus, $2,209 is for the reimbursement of relocation expenses and $374 is for life insurance premiums paid by us. |
Percent of | Potential Realizable Value | |||||||||||||||||||||||
Number of | Total Options | at Assumed Annual Rate | ||||||||||||||||||||||
Securities | Granted to | of Stock Price Appreciation | ||||||||||||||||||||||
Underlying | Employees | Exercise | for Option Term(2) | |||||||||||||||||||||
Options | in Fiscal | Price per | Expiration | |||||||||||||||||||||
Name | Granted | Year(1) | Share | Date | 5% ($) | 10% ($) | ||||||||||||||||||
Kenneth D. Denman(3) | 400,000 | 8.9 | % | $ | 5.05 | 8/10/14 | $ | 1,270,367 | $ | 3,219,360 | ||||||||||||||
John P. Thuma(4) | 75,883 | 1.7 | % | $ | 5.05 | 8/10/14 | 240,839 | 610,334 | ||||||||||||||||
Joel Wachtler(5) | 40,000 | 0.9 | % | $ | 10.60 | 5/03/14 | 266,651 | 675,747 | ||||||||||||||||
105,000 | 2.3 | % | $ | 5.05 | 8/10/14 | 333,471 | 845,082 | |||||||||||||||||
Bruce K. Posey(6) | 49,583 | 1.1 | % | $ | 5.05 | 8/10/14 | 157,472 | 399,064 | ||||||||||||||||
Donald C. McCauley(7) | 86,667 | 1.9 | % | $ | 5.05 | 8/10/14 | 275,247 | 697,531 |
(1) | Based on a total of options to purchase 4,497,933 shares granted to all of our employees in fiscal 2004. |
(2) | Potential realizable values are net of exercise price, but before deduction of taxes associated with exercise. These amounts represent certain assumed rates of appreciation only, based on the Securities and Exchange Commission rules, and do not represent our estimate of future stock prices. No gain to an optionee is possible without an increase in stock price, which will benefit all stockholders commensurately. Actual realizable values, if any, on stock option exercises are dependent on the future performance of our common stock, overall market conditions and the option holders’ continued employment through the vesting period. |
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(3) | The stock option grant issued to Mr. Denman vests in 24 equal monthly installments beginning on January 1, 2006. |
(4) | The stock option grant issued to Mr. Thuma vests in 26 equal monthly installments beginning on November 1, 2005. |
(5) | The stock option grant issued to Mr. Wachtler for 40,000 shares vests with 25% of the shares subject to the grant vesting on April 1, 2005 and the remainder of the shares subject to the grant vesting in equal monthly installments over the next 36 months. The stock option grant issued to Mr. Wachtler for 105,000 shares vests in 36 equal monthly installments beginning on July 1, 2004. |
(6) | The stock option grant issued to Mr. Posey vests in 17 equal monthly installments beginning on August 1, 2006. |
(7) | The stock option grant issued to Mr. McCauley vests in 26 equal monthly installments beginning on November 1, 2005. |
Number of Securities | ||||||||||||||||||||||||
Underlying Unexercised | Value of Unexercised | |||||||||||||||||||||||
Options at | In-the-Money Options at | |||||||||||||||||||||||
Shares | Fiscal Year-End(1) | Fiscal Year-End(2) | ||||||||||||||||||||||
Acquired on | Value | |||||||||||||||||||||||
Name | Exercise | Realized | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
Kenneth D. Denman | — | $ | — | — | 400,000 | $ | — | $ | 940,000 | |||||||||||||||
John P. Thuma | — | — | 320,000 | 75,833 | 848,000 | 178,208 | ||||||||||||||||||
Joel Wachtler | — | — | 45,832 | 199,168 | 34,268 | 212,482 | ||||||||||||||||||
Bruce K. Posey | — | — | 99,847 | 49,583 | 653,998 | 117,155 | ||||||||||||||||||
Donald C. McCauley | — | — | 175,000 | 86,667 | 1,035,000 | 203,667 |
(1) | Represents the total number of shares of our common stock subject to stock options held by the Named Executive Officers as of December 31, 2004. |
(2) | Based on the fair market value of our common stock as of December 31, 2004 ($7.40 per share), minus the exercise price, multiplied by the number of shares underlying the stock options. |
Kenneth D. Denman Employment Agreement |
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Executive Officer Employment Agreements |
Executive Officer Stock Option Grants |
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• | Provide executives with competitive compensation that maintains a balance between cash and stock compensation and provides a significant portion of total compensation at risk, tied both to annual and long-term performance of iPass as well as to the creation of stockholder value. | |
• | Provide equitable pay based on each executive’s contribution relative to the market. | |
• | Encourage executives to manage from the perspective of owners with an equity stake in iPass. |
Cash. This includes base salary and any bonus award earned for the fiscal year’s performance. iPass’ cash compensation policies provide a competitive base salary and offer bonuses that reward superior performance. Executives have the opportunity to earn an annual bonus, expressed as a fixed dollar amount, based on the attainment of specific quarterly financial, strategic, operational and personal goals critical to iPass’ success. The bonus is designed to promote executive retention by measuring progress on a quarterly basis, with the potential to exceed target award levels payable at the end of each period for exceeding objectives. For executives and other senior leaders, total compensation at risk increases with responsibility. | |
Stock-based Incentives. Employees, including executives, have historically been eligible for stock option grants, and stock option grants were awarded during fiscal year 2004. iPass’ stock option program was designed to promote excellent performance over an employee’s career through compensation that increases with iPass’ long-term performance. In addition, as part of its review of its equity compensation program, iPass issued stock awards to certain executives and senior level personnel during fiscal year 2004. The size of stock option grants was based on various factors relating to the responsibilities of the individual officers and their expected future contributions. |
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• | The target bonus amount for each executive officer has been determined by the Compensation Committee. | |
• | A bonus may range from 50% to 150% of the target bonus amount for each executive officer. | |
• | The percentage of the target bonus amount paid to the Company’s chief executive officer will be based on the Company’s financial incentive goals set forth in the Bonus Plan. | |
• | The percentage of the target bonus amount paid to each of the other executive officers of the Company will be weighted such that 80% of the bonus will be based on meeting the Company’s financial incentive goals and 20% will be based on meeting individual performance objectives. | |
• | The financial performance goal of each executive officer will be based on the Company’s revenue, earnings per share and contract minimum commitments for 2005. | |
• | Performance of each executive officer will be examined and bonus payments will be made on a quarterly basis. |
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COMPENSATION COMMITTEE | |
John D. Beletic, Chairman | |
Peter G. Bodine | |
Arthur C. Patterson |
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![(PERFORMANCE GRAPH)](https://capedge.com/proxy/DEF 14A/0000950134-05-008232/f07796def0779602.gif)
7/24/03 | 9/30/03 | 12/31/03 | 3/31/04 | 6/30/04 | 9/30/04 | 12/31/04 | |||||||||||||||||||||||||||||
iPass Inc. | 100.00 | 125.87 | 85.75 | 58.54 | 56.72 | 32.08 | 39.64 | ||||||||||||||||||||||||||||
Russell 2000 Index | 100.00 | 102.45 | 116.99 | 124.01 | 124.79 | 120.87 | 137.46 | ||||||||||||||||||||||||||||
Nasdaq Market Index | 100.00 | 103.26 | 115.67 | 115.43 | 118.83 | 110.28 | 126.78 | ||||||||||||||||||||||||||||
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Largest Amount | ||||||||||||
Outstanding | ||||||||||||
Officer | Date | Principal Amount | During 2004 | |||||||||
Kenneth D. Denman | February 5, 2002 | $ | 1,235,175 | $ | 1,431,237 | |||||||
Kenneth D. Denman | February 5, 2002 | 99,800 | 115,642 | |||||||||
John P. Thuma | February 5, 2002 | 99,800 | 117,745 | |||||||||
John P. Thuma | February 5, 2002 | 49,900 | 58,873 | |||||||||
Anurag Lal | December 1, 2001 | 187,885 | 221,381 | |||||||||
Anurag Lal | December 1, 2001 | 113,524 | 133,762 | |||||||||
Donald C. McCauley | December 1, 2001 | 459,371 | 541,266 | |||||||||
Roy D. Albert | December 1, 2001 | 229,651 | 267,314 |
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By Order of the Board of Directors | |
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Bruce K. Posey | |
Vice President, General Counsel and Secretary |
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IPASS INC.
o | Mark this box with an X if you have made | |||
changes to your name or address details above. |
A Election of Directors | PLEASE REFER TO THE REVERSE SIDE FOR INTERNET AND TELEPHONE VOTING INSTRUCTIONS. |
1. The Board of Directors recommends a vote FOR the listed nominees.
For | Withhold | |||||||
01 — 01 — John D. Beletic | o | o | ||||||
02 — 02 — A. Gary Ames | o | o |
B Issues
The Board of Directors recommends a vote FOR the following proposal.
For | Against | Abstain | ||||||
2. Ratification of the selection of KPMG LLP as iPass Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2005. | o | o | o | |||||
3. In their discretion, the proxy holders are authorized to vote upon such other business as may properly come before the meeting or any adjournments or postponements thereof to the extent authorized by Rule 14a-4(c) promulgated under the Securities Exchange Act of 1934, as amended. |
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS PROXY IN THE ENCLOSED RETURN ENVELOPE SO THAT YOUR SHARES MAY BE REPRESENTED AT THE MEETING.
THIS PROXY WILL BE VOTED AS DIRECTED ABOVE. WHEN NO CHOICE IS INDICATED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES
C Authorized Signatures — Sign Here — This section must be completed for your instructions to be executed.
NOTE: Please sign exactly as your name(s) appear(s) on your stock certificate. If shares of stock stand of record in the names of two or more persons or in the name of husband and wife, whether as joint tenants or otherwise, both or all of these persons should sign the proxy. If shares of stock are held of record by a corporation, the proxy should be executed by the president or vice president and the secretary or assistant secretary. Executors, administrators or other fiduciaries who execute the above proxy for a deceased stockholder should give their full title. Please date the proxy.
Signature 1 — Please keep signature within the box | Signature 2 — Please keep signature within the box | Date (mm/dd/yyyy) | ||
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ANNUAL MEETING OF STOCKHOLDERS
This proxy is solicited on behalf of the board of directors of iPass Inc.
The undersigned hereby appoints Kenneth D. Denman and Donald C. McCauley, and each of them, as proxies, each with full power of substitution and resubstitution, and hereby authorizes them to represent and to vote, as designated on the reverse side, all shares of common stock, $0.001 par value per share, of iPass Inc., held of record by the undersigned on April 15, 2005, at the Annual Meeting of Stockholders to be held at the Hotel Sofitel, located at 223 Twin Dolphin Drive, Redwood Shores, CA, on Friday, June 3, 2005 at 9:00 a.m., Pacific Time, and at any adjournments or postponements thereof.
THIS PROXY WILL BE VOTED AS DIRECTED ON THE REVERSE SIDE. WHEN NO CHOICE IS INDICATED, THIS PROXY WILL BE VOTED “FOR” THE ELECTION OF ALL NOMINEES LISTED IN PROPOSAL NO. 1 AND “FOR” PROPOSAL NO. 2.
Internet and Telephone Voting Instructions
You can vote by telephone OR Internet! Available 24 Hours a day 7 days a week!
Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy. Have this proxy card in hand when you call.
To vote using the Telephone (within U.S. and Canada)
• | Call toll free 1-866-536-4457 in the United States or Canada any time on a touch tone telephone. There is NO CHARGE to you for the call. |
• | Follow the simple instructions provided by the recorded message. |
To vote using the Internet
• | Go to the following web site: |
• | Enter the information requested on your computer screen and follow the simple instructions. |
If you vote by telephone or the Internet, please DO NOT mail back this proxy card.
Proxies submitted by telephone or the Internet must be received by 5:30 p.m., Central Time on June 2, 2005.
THANK YOU FOR VOTING