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UNITED STATES
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Eden Prairie, Minnesota 55344
(952) 947-0000
Sincerely, | ||||
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Bahram Akradi | ||||
Chairman of the Board of Directors, | ||||
President and Chief Executive Officer |
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1. | BY TELEPHONE |
a. | On a touch-tone telephone, call toll-free 1-800-560-1965, 24 hours a day, seven days a week, until 12:00 p.m. (CT) on May 3, 2006. | ||
b. | Please have your proxy card and the last four digits of your Social Security Number or Tax Identification Number. | ||
c. | Follow the simple instructions provided. |
2. | BY INTERNET |
a. | Go to the web site at http://www.eproxy.com/LTM/, 24 hours a day, seven days a week, until 12:00 p.m. (CT) on May 3, 2006. | ||
b. | Please have your proxy card and the last four digits of your Social Security Number or Tax Identification Number and create an electronic ballot. | ||
c. | Follow the simple instructions provided. |
3. | BY MAIL (if you vote by telephone or Internet, please do not mail your proxy card) |
a. | Mark, sign and date your proxy card. | ||
b. | Return it in the enclosed postage-paid envelope. |
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to be held on May 4, 2006
1. | To elect a board of directors of seven directors, to serve until the next annual meeting of shareholders or until their successors have been duly elected and qualified. | ||
2. | To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2006. | ||
3. | To approve the Life Time Fitness, Inc. Employee Stock Purchase Plan. | ||
4. | To transact other business that may properly be brought before the meeting. |
By Order of the Board of Directors, | ||||
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Eric J. Buss | ||||
Secretary |
March 17, 2006
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Name | Age | Position | ||||
Bahram Akradi | 44 | Chairman of the Board of Directors, President and Chief Executive Officer | ||||
Giles H. Bateman | 61 | Director | ||||
Timothy C. DeVries | 49 | Director | ||||
James F. Halpin | 55 | Director | ||||
Guy C. Jackson | 64 | Director | ||||
David A. Landau | 40 | Director | ||||
Stephen R. Sefton | 50 | Director |
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• | demonstrated character and integrity; an inquiring mind; experience at a strategy/policy setting level; sufficient time to devote to our affairs; high-level managerial experience; and financial literacy; | ||
• | whether the member/potential member is subject to a disqualifying factor, such as, relationships with our competitors, customers, suppliers, contractors, counselors or consultants, or recent previous employment with us; | ||
• | the member’s/potential member’s independence and ability to serve on our committees; | ||
• | whether the member/potential member assists in achieving a mix of members that represents a diversity of background and experience; | ||
• | whether the member/potential member, by virtue of particular experience, technical expertise or specialized skills, will add specific value as a member; | ||
• | any factors related to the ability and willingness of a new member to serve, or an existing member to continue his/her service; | ||
• | experience in one or more fields of business, professional, governmental, communal, scientific or educational endeavor; and | ||
• | whether the member/potential member has a general appreciation regarding major issues facing publicly traded companies of a size and scope similar to us. |
• | the identification of director candidates by our governance and nominating committee based upon suggestions from current directors and senior management, recommendations by shareholders and/or use of a director search firm; | ||
• | a review of the candidates’ qualifications by our governance and nominating committee to determine which candidates best meet our board of directors’ required and desired criteria; | ||
• | interviews of interested candidates among those who best meet these criteria by the chair of the governance and nominating committee, the chair of our board of directors, and certain other directors; | ||
• | a report to our board of directors by our governance and nominating committee on the selection process; and | ||
• | formal nomination by our governance and nominating committee for inclusion in the slate of directors for the annual meeting of shareholders or appointment by our board of directors to fill a vacancy during the intervals between shareholder meetings. |
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Fiscal Year | Fiscal Year | |||||||
Description of Fees | 2005 Amount | 2004 Amount | ||||||
Audit Fees | $ | 565,445 | $ | 675,710 | ||||
Audit-Related Fees | 31,072 | 9,292 | ||||||
Total Audit and Audit-Related Fees | 596,517 | 685,002 | ||||||
Tax Fees | 245,150 | 245,460 | ||||||
All Other Fees | 1,500 | 1,500 | ||||||
Total | $ | 843,167 | $ | 931,962 | ||||
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Long-Term | ||||||||||||||||||||||||||||||
�� | Compensation | |||||||||||||||||||||||||||||
Annual Compensation | Awards | |||||||||||||||||||||||||||||
Other | Restricted | All Other | ||||||||||||||||||||||||||||
Annual | Stock | Securities | Compen- | |||||||||||||||||||||||||||
Fiscal | Compen- | Award | Underlying | sation | ||||||||||||||||||||||||||
Name and Principal Position | Year | Salary ($) | Bonus ($) | sation ($)(1) | ($)(2) | Options (#) | ($)(3) | |||||||||||||||||||||||
Bahram Akradi Chairman of the Board of | 2005 | 870,000 | 467,327 | 71,652 | 2,485,500 | 150,000 | 7,402 | |||||||||||||||||||||||
Directors, President and | 2004 | 770,000 | 335,913 | 43,309 | — | 300,000 | 9,506 | |||||||||||||||||||||||
Chief Executive Officer | 2003 | 660,000 | 478,369 | 39,376 | — | — | 9,006 | |||||||||||||||||||||||
Stephen F. Rowland, Jr. | 2005 | 300,000 | 151,343 | 39,413 | — | 20,000 | 5,772 | |||||||||||||||||||||||
President, FCA Construction | 2004 | 294,000 | 165,658 | 38,471 | — | 72,000 | 8,251 | |||||||||||||||||||||||
Holdings, LLC | 2003 | 240,000 | 214,348 | 40,659 | — | — | 7,975 | |||||||||||||||||||||||
Michael J. Gerend Executive Vice President and | 2005 | 300,000 | 151,343 | 28,244 | — | 20,000 | 7,389 | |||||||||||||||||||||||
Chief Operating | 2004 | 281,750 | 124,954 | 19,745 | — | 54,000 | 8,729 | |||||||||||||||||||||||
Officer (4) | 2003 | 220,000 | 154,836 | 14,204 | — | 200,000 | — | |||||||||||||||||||||||
Michael R. Robinson Executive Vice President | 2005 | 264,000 | 162,983 | 19,728 | — | 20,000 | 7,759 | |||||||||||||||||||||||
and Chief Financial | 2004 | 260,000 | 108,180 | 12,860 | — | 67,500 | 8,464 | |||||||||||||||||||||||
Officer | 2003 | 240,000 | 100,761 | 14,078 | — | 50,000 | 7,896 | |||||||||||||||||||||||
Mark L. Zaebst | 2005 | 180,000 | 94,535 | 15,087 | — | 12,500 | 7,184 | |||||||||||||||||||||||
Executive Vice President | 2004 | 180,000 | 45,977 | 10,800 | — | 54,000 | 10,709 | |||||||||||||||||||||||
2003 | 180,000 | 65,347 | 13,995 | — | 5,000 | 8,909 |
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(1) | The 2005 amount for Mr. Akradi includes $25,852 for personal use of company aircraft, $17,837 for home connectivity, $14,443 for personal use of a company car and other car expenses, a $12,000 car allowance and $1,520 of executive medical benefits. The 2005 amount for Mr. Rowland includes amounts paid to a general contractor owned primarily by Mr. Rowland for a $21,883 car allowance, $14,530 of health insurance benefits and $3,000 for car insurance. The 2005 amount for Mr. Gerend includes $10,614 for private club membership dues, a $9,600 car allowance, $4,835 for home connectivity and $3,195 of executive medical benefits. The 2005 amount for Mr. Robinson includes $13,630 for personal use of a company car and other car expenses, $3,045 of executive medical benefits, a $2,250 car allowance and $803 for home connectivity. The 2005 amount for Mr. Zaebst includes $12,042 for personal use of a company car and other car expenses and $3,045 of executive medical benefits. | |
(2) | The value of this 75,000 share restricted stock award was determined by multiplying the last reported sale price for a share of our common stock on the date of grant by the number of shares awarded. Using $38.09, the last reported sale price for a share of our common stock on December 31, 2005, the value of this 75,000 share restricted stock award is $2,856,750. The restrictions on the shares lapse as to one-third of the shares subject to the grant on each of May 1, 2006, May 1, 2007 and January 1, 2008. If we pay dividends on our common stock, the dividends will also be paid on the shares of restricted stock. These are the only shares of restricted stock issued to any of our named executive officers. | |
(3) | The 2005 amounts include our matching contribution to our 401(k) plan in the amount of $7,000 for the accounts of Messrs. Akradi, Gerend, Robinson and Zaebst. These amounts also include our payment of premiums for short-term disability insurance in the amount of $402 for Mr. Akradi, $389 for Mr. Gerend, $759 for Mr. Robinson and $184 for Mr. Zaebst. The 2005 amount for Mr. Rowland includes amounts paid to a general contractor owned primarily by Mr. Rowland for Mr. Rowland’s life insurance premiums in the amount of $5,772. | |
(4) | Mr. Gerend joined us in March 2003. |
Individual Grants | ||||||||||||||||||||
Number of | Grant | |||||||||||||||||||
Securities | Percent of Total | Date | ||||||||||||||||||
Underlying | Options Granted | Exercise or | Present | |||||||||||||||||
Options | to Employees in | Base Price | Expiration | Value | ||||||||||||||||
Name | Granted (#) (1) | Fiscal Year (2) | ($/share) | Date | ($) (3) | |||||||||||||||
Bahram Akradi | 150,000 | 19.8 | % | 25.47 | 3/1/15 | 1,839,000 | ||||||||||||||
Stephen F. Rowland, Jr. | 20,000 | 2.6 | % | 25.47 | 3/1/15 | 245,200 | ||||||||||||||
Michael J. Gerend | 20,000 | 2.6 | % | 25.47 | 3/1/15 | 245,200 | ||||||||||||||
Michael R. Robinson | 20,000 | 2.6 | % | 25.47 | 3/1/15 | 245,200 | ||||||||||||||
Mark L. Zaebst | 12,500 | 1.6 | % | 25.47 | 3/1/15 | 153,250 |
(1) | The options were granted under our 2004 Plan and vest ratably over a four-year period. | |
(2) | Based on options to purchase a total of 758,900 shares of our common stock granted to employees during 2005. | |
(3) | The grant date present value is based upon a Black-Scholes valuation of $12.26 per option, utilizing the following assumptions: volatility—44.2%; expected life—6.0 years; dividend yield—0.0%; and risk-free interest rate—4.0%. The model that derives this valuation is consistent with the model used for employee stock option disclosures in our consolidated financial statements. The actual value of these option grants is dependent on the future price of our common stock. |
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and Fiscal Year-End Option Values
Number of Securities | ||||||||||||||||||||||||
Shares | Underlying Unexercised | Value of Unexercised In-The- | ||||||||||||||||||||||
Acquired | Value | Options at | Money Options at | |||||||||||||||||||||
on | Realized | Fiscal Year-End (#) | Fiscal Year-End ($)(1) | |||||||||||||||||||||
Name | Exercise (#) | ($)(1) | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
Bahram Akradi | 1,057,174 | 37,417,813 | 180,000 | 300,000 | 3,526,200 | 5,146,500 | ||||||||||||||||||
Stephen F. Rowland, Jr. | 120,000 | 4,370,700 | 70,800 | 31,200 | 1,471,572 | 499,608 | ||||||||||||||||||
Michael J. Gerend | 60,000 | 1,805,400 | 52,400 | 161,600 | 1,236,516 | 4,286,344 | ||||||||||||||||||
Michael R. Robinson | 22,500 | 677,025 | 90,000 | 112,500 | 2,192,850 | 2,662,225 | ||||||||||||||||||
Mark L. Zaebst | 40,000 | 1,473,600 | 66,400 | 40,100 | 1,759,186 | 761,434 |
(1) | Value based on a share price of $38.09, which was the last reported sale price for a share of our common stock on the New York Stock Exchange on December 30, 2005. The values shown are net of the option exercise price, but do not include deductions for taxes or other expenses associated with the exercise. |
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• | each person who is known by us to own beneficially more than 5% of our voting securities; | ||
• | each current director; | ||
• | each director nominee; | ||
• | each of the named executive officers; and | ||
• | all directors and executive officers as a group. |
Percent of | ||||||||
Amount of Shares | Common | |||||||
Name, Address and Nature of Beneficial Ownership of Beneficial Owner | Beneficially Owned | Stock | ||||||
Principal Shareholders (1): | ||||||||
Norwest Equity Partners (2) | 2,000,000 | 5.6 | % | |||||
Non-Employee Directors: | ||||||||
Giles H. Bateman | — | * | ||||||
Timothy C. DeVries (3) | 541,283 | 1.5 | % | |||||
James F. Halpin (4) | 44,079 | * | ||||||
Guy C. Jackson | 8,992 | * | ||||||
David A. Landau | — | * | ||||||
Stephen R. Sefton (5) | 386,246 | 1.1 | % | |||||
Named Executive Officers: | ||||||||
Bahram Akradi (6) | 4,258,500 | 11.8 | % | |||||
Stephen F. Rowland, Jr. (7) | 501,727 | 1.4 | % | |||||
Michael R. Robinson (8) | 128,500 | * | ||||||
Mark L. Zaebst (9) | 84,525 | * | ||||||
Michael J. Gerend (10) | 77,400 | * | ||||||
All directors and executive officers as a group (12 persons) (11) | 6,071,848 | 16.7 | % |
* | Less than 1% | |
(1) | Mr. Akradi is listed below and also owns beneficially more than 5% of our voting securities. | |
(2) | Based on the information contained in a Schedule 13G filed with the SEC on February 15, 2006 reflecting the shareholder’s beneficial ownership as of December 31, 2005. Includes 1,459,642 shares of common stock owned by Norwest Equity Partners V, L.P., 210,566 shares of common stock owned by Norwest Equity Partners VI, L.P. and 329,792 shares of common stock owned by Norwest Equity Partners VII, L.P. The address for Norwest Equity Partners is 3600 IDS Center, 80 South Seventh Street, Minneapolis, MN 55402. |
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(3) | Includes 210,566 shares of common stock owned by Norwest Equity Partners VI, L.P. and 329,792 shares of common stock owned by Norwest Equity Partners VII, L.P. Mr. DeVries is a managing general partner of Itasca LBO Partners VI, LLP, the general partner of Norwest Equity Partners VI, L.P., as well as a managing general partner of Itasca LBO Partners VII, LLP, the general partner of Norwest Equity Partners VII, L.P. Mr. DeVries disclaims beneficial ownership of such shares except to the extent of his indirect pecuniary interest therein. | |
(4) | Includes 40,000 shares of common stock owned by Mr. Halpin’s spouse. Mr. Halpin disclaims beneficial ownership of the shares owned by his spouse. | |
(5) | Includes 232,285 shares of common stock owned by Minnesota Private Equity Fund, L.P. Mr. Sefton is the general partner of Minnesota Private Equity Fund, L.P. | |
(6) | Includes 37,500 shares of common stock underlying options that are exercisable within 60 days of March 8, 2006. | |
(7) | Includes 48,200 shares of common stock underlying options that are exercisable within 60 days of March 8, 2006. | |
(8) | Includes 116,000 shares of common stock underlying options that are exercisable within 60 days of March 8, 2006. | |
(9) | Includes 73,525 shares of common stock underlying options that are exercisable within 60 days of March 8, 2006. | |
(10) | Includes 77,400 shares of common stock underlying options that are exercisable within 60 days of March 8, 2006. | |
(11) | Includes 355,750 shares of common stock underlying options issued to six executive officers that are exercisable within 60 days of March 8, 2006. |
Weighted-average | Number of securities | ||||||||||
Number of securities to be issued | exercise price of | remaining available for | |||||||||
upon exercise of outstanding | outstanding options, | future issuance under | |||||||||
Plan Category | options, warrants and rights | warrants and rights | equity compensation plans | ||||||||
Equity Compensation Plans Approved by Securityholders | 2,757,666 | (1) | $ | 17.01 | 1,627,100 | (2) | |||||
Equity Compensation Plans Not Approved by Securityholders | — | — | — | ||||||||
Total | 2,757,666 | $ | 17.01 | 1,627,100 | |||||||
(1) | This amount includes 146,500 shares issuable upon the exercise of outstanding stock options granted under the 1996 Plan, 858,550 shares issuable upon the exercise of outstanding stock options granted under the 1998 Plan and 1,752,616 shares issuable upon the exercise of outstanding stock options granted under the 2004 Plan. | |
(2) | This amount includes 1,627,100 shares available for issuance pursuant to equity awards that could be granted in the future under the 2004 Plan. |
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![(PERFORMANCE GRAPH)](https://capedge.com/proxy/DEF 14A/0000950134-06-005426/c03334c0333401.gif)
June 30, | September | December | March 31, | June 30, | September | December | ||||||||||||||||||||||
2004 | 30, 2004 | 31, 2004 | 2005 | 2005 | 30, 2005 | 30, 2005 | ||||||||||||||||||||||
Life Time Fitness (1) | $ | 100.00 | $ | 138.70 | $ | 139.89 | $ | 145.84 | $ | 177.35 | $ | 179.14 | $ | 205.89 | ||||||||||||||
NYSE Composite Index | 100.00 | 99.94 | 110.28 | 109.02 | 109.78 | 116.10 | 117.94 | |||||||||||||||||||||
Russell 2000 Index | 100.00 | 97.47 | 110.84 | 104.63 | 108.82 | 113.60 | 114.53 |
(1) | For purposes of this presentation, we have assumed that our initial public offering price of $18.50 would have been the closing sales price on June 29, 2004, the day prior to commencement of trading. |
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Audit Committee: | ||||
Guy C. Jackson, Chair | ||||
James F. Halpin | ||||
Stephen R. Sefton |
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• | the executive’s current total compensation; | ||
• | the executive’s performance compared to their goals and objectives; | ||
• | the qualifications of the executive and their potential for development and performance in the future; | ||
• | whether the total compensation is within a reasonable range of executive pay levels at other publicly and privately held companies that are similar to ours in growth-rate, market capitalization and financial performance; | ||
• | the financial performance of those companies relative to ours; | ||
• | the strategic goals and responsibilities for which the executive has responsibility; and | ||
• | the recommendations of the Chief Executive Officer (except with respect to his own compensation). |
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Compensation Committee: | ||||
James F. Halpin, Chair | ||||
Timothy C. DeVries | ||||
David A. Landau |
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By Order of the Board of Directors, | ||||
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Eric J. Buss | ||||
Secretary |
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EMPLOYEE STOCK PURCHASE PLAN
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LIFE TIME FITNESS, INC.
ANNUAL MEETING OF SHAREHOLDERS
Thursday, May 4, 2006
9:00 a.m. Central Time
Minneapolis Sofitel
5601 West 78th Street
Bloomington, MN 55439
![]() | proxy | |
Life Time Fitness, Inc. 6442 City West Parkway Eden Prairie, MN 55344 proxy |
This proxy is solicited by the Board of Directors for use at the Annual Meeting on May 4, 2006.
The shares of stock you hold in your account will be voted as you specify on the reverse side.
If no choice is specified, the proxy will be voted “FOR” Items 1, 2 and 3.
By signing the proxy, you revoke all prior proxies and appoint Bahram Akradi and Eric J. Buss and each of them acting in the absence of the other, with full power of substitution, to vote your shares of common stock of Life Time Fitness, Inc. held of record at the close of business on March 8, 2006 on the matters shown on the reverse side and any other matters which may come before the Annual Meeting and all adjournments.
See reverse for voting instructions.
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COMPANY #
There are three ways to vote your Proxy
Your telephone or Internet vote authorizes the Named Proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.
VOTE BY PHONE — TOLL FREE — 1-800-560-1965 — QUICK«««EASY«««IMMEDIATE
• | Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a week, until 12:00 p.m. (CT) on May 3, 2006. |
• | Please have your proxy card and the last four digits of your Social Security Number or Tax Identification Number available. Follow the simple instructions the voice provides you. |
VOTE BY INTERNET — http://www.eproxy.com/ltm/ — QUICK«««EASY«««IMMEDIATE
• | Use the Internet to vote your proxy 24 hours a day, 7 days a week, until 12:00 p.m. (CT) on May 3, 2006. |
• | Please have your proxy card and the last four digits of your Social Security Number or Tax Identification Number available. Follow the simple instructions to obtain your records and create an electronic ballot. |
VOTE BY MAIL
If you vote by Phone or Internet, please do not mail your Proxy Card
òPlease detach hereò
The Board of Directors Recommends a Vote FOR Items 1, 2 and 3.
1. | Election of directors: | 01 Bahram Akradi 02 Timothy C. DeVries 03 James F. Halpin | 04 Guy C. Jackson 05 David A. Landau 06 Stephen R. Sefton 07 Giles H. Bateman | o | Vote FOR all nominees (except as marked) | o | Vote WITHHELD from all nominees |
(Instructions: To withhold authority to vote for any indicated nominee, write the number(s) of the nominee(s) in the box provided to the right.) |
2. | Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm. | o | For | o | Against | o | Abstain | |||||||
3. | Approval of the Life Time Fitness, Inc. Employee Stock Purchase Plan. | o | For | o | Against | o | Abstain |
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL. IN CASE ANY NOMINEE IS NOT A CANDIDATE FOR ANY REASON, THE PROXIES MAY VOTE FOR A SUBSTITUTE NOMINEE SELECTED BY THE GOVERNANCE AND NOMINATING COMMITTEE. THE PROXIES ARE AUTHORIZED TO VOTE IN THEIR DISCRETION WITH RESPECT TO OTHER MATTERS, WHICH MAY PROPERLY COME BEFORE THE MEETING.
Address Change? Mark Box | o | Indicate changes below: | Date | |||||
| ||
Signature(s) in Box Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the proxy. |