| UNITED STATES | OMB APPROVAL |
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Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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ANTEON INTERNATIONAL CORPORATION
3211 JERMANTOWN ROAD, SUITE 700
FAIRFAX, VIRGINIA 22030
Dear Fellow Stockholder:
Joseph M. Kampf
President and Chief Executive Officer
ANTEON INTERNATIONAL CORPORATION
3211 JERMANTOWN ROAD, SUITE 700
FAIRFAX, VIRGINIA 22030
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 25, 2005
1. | To elect four Class 3 directors for the ensuing three years. |
2. | To ratify the selection of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2005. |
3. | To transact such other business as may properly come before the Annual Meeting or any adjournment(s) thereof. |
Senior Vice President, General Counsel & Secretary
Fairfax, Virginia
April 22, 2005
ANTEON INTERNATIONAL CORPORATION
3211 JERMANTOWN ROAD, SUITE 700
FAIRFAX, VIRGINIA 22030
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
VOTING SECURITIES
REVOCABILITY OF PROXIES
HOUSEHOLDING OF PROXY MATERIALS
Attention: Mr. Dennis J. Kelly, Senior Vice President, Investor and Government Relations. If you want to receive separate copies of the Company’s proxy statement in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker or other nominee record holder, or you may contact the Company at the above address and phone number.
ITEM 1:
ELECTION OF DIRECTORS
NOMINEES FOR THE BOARD OF DIRECTORS
Frederick J. Iseman
Gilbert F. Decker
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In the private sector, Mr. Decker has served as President and Chief Executive Officer of three technology companies, including Penn Central Federal Systems Company, and Mr. Decker is currently a director of Alliant Techsystems, Inc. and Allied Defense Group, Inc.
Admiral Paul David Miller, USN (ret.)
Michael T. Smith
Required Vote
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH
OF THE FOUR DIRECTOR NOMINEES NAMED ABOVE.
INCUMBENT DIRECTORS
Incumbent Class 1 Directors
Robert A. Ferris
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Associates (a private investment firm headquartered in Menlo Park, California). Prior to founding Sequoia Associates, Mr. Ferris was a Vice President of Arcata Corporation, a New York Stock Exchange-listed company. Mr. Ferris is currently a director of Buffets, Inc. and Ply Gem Industries, Inc.
Dr. William J. Perry
General Henry Hugh Shelton, USA (ret.)
Thomas J. Tisch
Incumbent Class 2 Directors
Joseph M. Kampf
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Dr. Paul G. Kaminski
Steven M. Lefkowitz
General Paul J. Kern, USA (ret.)
CAXTON-ISEMAN NOMINEES
BOARD AND COMMITTEE MEETINGS
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committees of the Board of Directors on which such member served (during the period that he served on such committees). The Company expects Board members to attend each meeting of stockholders. Three members of the Board attended the Company’s annual meeting of stockholders in May 2004.
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COMPENSATION OF DIRECTORS
DIRECTOR INDEPENDENCE
• | The Director has no material relationship with us that would affect the director’s independence; and |
• | The Director satisfies the independence requirements of all applicable laws, rules and regulations. |
• | The director is, or has been within the last three years, an employee of the Company, or an immediate family member is, or has been within the last three years, an executive officer, of the Company. |
• | The director has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $100,000 in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service). |
• | He or she has any of the following relationships with any Company auditor: |
• | the director or an immediate family member is a current partner of a firm that is the Company’s internal or external auditor; |
• | the director is a current employee of such a firm; |
• | the director has an immediate family member who is a current employee of such a firm and who participates in the firm’s audit, assurance or tax compliance (but not tax planning) practice; or |
• | the director or an immediate family member was within the last three years (but is no longer) a partner or employee of such a firm and personally worked on the Company’s audit within that time. |
• | The director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of the Company’s present executive officers at the same time serves or served on that company’s compensation committee. |
• | The director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues. |
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EXECUTIVE SESSIONS OF NON-MANAGEMENT DIRECTORS
DIRECTOR NOMINATION AND REVIEW PROCESS
HOW TO CONTACT THE NON-MANAGEMENT DIRECTORS
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ADDITIONAL CORPORATE GOVERNANCE INFORMATION
EXECUTIVE OFFICERS
S. Daniel Johnson
Charles S. Ream
Mark D. Heilman
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Seymour L. Moskowitz
Vincent J. Kiernan
Curtis L. Schehr
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
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EXECUTIVE COMPENSATION
Annual Compensation | Long-Term Compensation Awards | |||||||||||||||||||||||||
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Name and Principal Position | Fiscal Year | Salary | Bonus | Other Annual Compensation(1) | Number of Shares Underlying Stock Options | |||||||||||||||||||||
Joseph M. Kampf | 2004 | $ | 643,570 | $ | 450,000 | — | — | |||||||||||||||||||
President and Chief Executive | 2003 | 575,023 | 400,000 | — | — | |||||||||||||||||||||
Officer | 2002 | 457,042 | 299,520 | — | 200,000 | |||||||||||||||||||||
S. Daniel Johnson | 2004 | 383,654 | 76,563 | — | 25,000 | |||||||||||||||||||||
Executive Vice President and | 2003 | 123,846 | 50,000 | — | 125,000 | |||||||||||||||||||||
Chief Operating Officer | 2002 | — | — | — | — | |||||||||||||||||||||
Charles S. Ream | 2004 | 284,308 | 105,875 | — | — | |||||||||||||||||||||
Executive Vice President, and | 2003 | 179,490 | 50,000 | — | 100,000 | |||||||||||||||||||||
Chief Financial Officer | 2002 | — | — | — | — | |||||||||||||||||||||
Mark D. Heilman | 2004 | 256,226 | 136,500 | — | — | |||||||||||||||||||||
Executive Vice President, | 2003 | 235,146 | 120,000 | — | — | |||||||||||||||||||||
Corporate Development | 2002 | 211,144 | �� | 120,000 | — | 80,000 | ||||||||||||||||||||
Seymour L. Moskowitz | 2004 | 256,226 | 136,500 | — | — | |||||||||||||||||||||
Executive Vice President, | 2003 | 235,146 | 220,000 | — | 75,000 | |||||||||||||||||||||
Technology | 2002 | 211,144 | 120,000 | — | 80,000 |
(1) | No named executive officer received Other Annual Compensation in an amount in excess of the lesser of either $50,000 or 10% of the total of salary and bonus reported for him in the two preceding columns. |
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OPTION GRANTS IN 2004
Individual Grants | |||||||||||||||||||||||||||
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Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term | |||||||||||||||||||||||||||
Name | Number of Shares Underlying Options Granted | % of Total Options Granted to Employees in 2004 | Exercise or Base Price Per Share | Expiration Date | 5% | 10% | |||||||||||||||||||||
Joseph M. Kampf | — | — | — | — | — | — | |||||||||||||||||||||
S. Daniel Johnson | 25,000 | 4.8 | % | $ | 30.71 | 08/05/2014 | 482,834 | 1,223,596 | |||||||||||||||||||
Charles S. Ream | — | — | — | — | — | — | |||||||||||||||||||||
Mark D. Heilman | — | — | — | — | — | — | |||||||||||||||||||||
Seymour L. Moskowitz | — | — | — | — | — | — |
Individual Grants | |||||||||||||||||||
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Name | Shares Acquired on Exercise(s) | Value Realized | Number of Shares Underlying Unexercised Options at December 31, 2004 Exercisable/ Unexercisable | Value of Unexercised In-the-Money Options at December 31, 2004 Exercisable/ Unexercisable(1) | |||||||||||||||
Joseph M. Kampf | 148,000 | $ | 5,106,525 | 356,320/168,000 | $ | 14,915,555/$7,032,480 | |||||||||||||
S. Daniel Johnson | — | — | 25,000/125,000 | $ | 1,046,500/$5,232,500 | ||||||||||||||
Charles S. Ream | — | — | 20,000/ 80,000 | $ | 837,200/$3,348,800 | ||||||||||||||
Mark D. Heilman | 81,440 | 2,805,344 | 91,466/ 48,000 | $ | 3,828,767/$2,009,280 | ||||||||||||||
Seymour L. Moskowitz | 97,516 | 3,088,276 | 134,602/ 85,500 | $ | 5,634,440/$3,579,030 |
(1) | Based on the difference between the closing price of our common stock on December 31, 2004, as reported by the New York Stock Exchange- Corporate Transactions and the option exercise price. The above valuations may not reflect the actual value of unexercised options, as the value of unexercised options fluctuates with market activity. |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Shares(1) | |||||||||||
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Name of Beneficial Owner | Shares | % | |||||||||
Azimuth Technologies, L.P. (2) (3) | 2,878,050 | 7.9 | |||||||||
Azimuth Tech. II LLC (2) (3) | 1,036,261 | 2.8 | |||||||||
Georgica (Azimuth Technologies), Inc. (2) (3) | 3,499,821 | 9.6 | |||||||||
Georgica (Azimuth Technologies), L.P. (2) (3) | 3,499,152 | 9.6 | |||||||||
Frederick J. Iseman (2) (3) | 3,500,490 | 9.6 | |||||||||
FMR Corp. (4) | 2,749,100 | 7.6 | |||||||||
Neuberger Berman, Inc. (5) | 2,484,430 | 6.8 | |||||||||
Baron Capital Group, Inc. (6) | 2,630,600 | 7.2 | |||||||||
Gilbert F. Decker (7) | 28,030 | * | |||||||||
Dr. Paul Kaminski (7) | 43,046 | * | |||||||||
Joseph M. Kampf (8) | 993,626 | 2.7 | |||||||||
S. Daniel Johnson (9) | 25,795 | * | |||||||||
Charles S. Ream (10) | 43,394 | * | |||||||||
Seymour L. Moskowitz (11) | 248,896 | * | |||||||||
Mark D. Heilman (12) | 171,786 | * | |||||||||
Robert A. Ferris (13) | 296,854 | * | |||||||||
Steven M. Lefkowitz (14) | 118,305 | * | |||||||||
William J. Perry (15) | 9,500 | * | |||||||||
General Henry Hugh Shelton, USA (ret.) (16) | 9,500 | * | |||||||||
Thomas J. Tisch (16) | 9,500 | * | |||||||||
Admiral Paul David Miller, USN (ret.) (17) | 0 | * | |||||||||
General Paul J. Kern, USA (ret.) (17) | 0 | * | |||||||||
Michael T. Smith (17) | 0 | * | |||||||||
All Directors and Executive Officers as a Group (18) | 5,225,003 | 14.0 |
* | Less than 1%. |
(1) | Determined in accordance with Rule 13d-3 under the Exchange Act. |
(2) | By virtue of Frederick J. Iseman’s indirect control of Azimuth Technologies, L.P., Azimuth Tech. II LLC, Georgica (Azimuth Technologies), L.P. and Georgica (Azimuth Technologies), Inc., which are the investment partnerships organized by Caxton-Iseman Capital, he is deemed to beneficially own the 3,084,662 shares held by these entities. Mr. Iseman has (i) sole voting and dispositive power over 3,085,331 shares of our common stock, and (ii) shared voting and dispositive power over the 415,159 shares of our common stock held in the aggregate by the Ferris Family 1987 Trust, Mr. Lefkowitz and SML Family Investors LLC and may be deemed to be the beneficial owner thereof. Mr. Iseman’s address is c/o Caxton-Iseman Capital, Inc., 500 Park Avenue, New York, New York 10022. |
(3) | Includes 296,854, 102,381 and 15,924 shares held by the Ferris Family 1987 Trust, Mr. Lefkowitz and SML Family Investors LLC, respectively. The Ferris Family 1987 Trust, Mr. Lefkowitz and SML Family Investors LLC are parties to a stockholders agreement with Azimuth Technologies, L.P. and Azimuth Tech. II LLC with respect to the shares of our common stock held by them. Pursuant to the terms of this stockholders agreement, the Ferris Family 1987 Trust, Mr. Lefkowitz and SML Family Investors LLC are |
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required to vote all of their shares of common stock at the direction of Azimuth Technologies, L.P. and Azimuth Tech. II LLC, and are bound by specified transfer restrictions. |
(4) | Based solely upon a Schedule 13G/A filed by FMR Corp. on February 14, 2005. The address for FMR Corp. provided in such Schedule 13G is 82 Devonshire Street, Boston, MA 02109. |
(5) | Based solely upon a Schedule 13G/A filed by Neuberger Berman, Inc. on February 15, 2005. The address for Neuberger Berman, Inc. provided on such Schedule 13G is 605 Third Avenue, New York, NY 10158. |
(6) | Based solely upon a Schedule 13G filed by Baron Capital Group, Inc. on February 14, 2005. The address for Baron Capital Group, Inc. provided on such Schedule 13G is 767 Fifth Avenue, New York, NY 10153. |
(7) | Includes 9,500 shares of common stock issuable pursuant to stock options exercisable within 60 days of March 28, 2005. Does not include 8,000 shares of common stock issuable pursuant to stock options that are not exercisable within 60 days of that date. Mr. Decker’s address is 45 Glenridge Avenue, Los Gatos, California 95030. Dr. Kaminski’s address is 6691 Rutledge Drive, Fairfax, Virginia 22039. |
(8) | Includes 428,320 shares of common stock issuable pursuant to stock options exercisable within 60 days of March 28, 2005. Does not include 80,000 shares of common stock issuable pursuant to stock options that are not exercisable within 60 days of that date. Excludes shares held by Azimuth Technologies, L.P., of which he is a limited partner. |
(9) | Includes 25,000 shares of common stock issuable pursuant to stock options exercisable within 60 days of March 28, 2005. Does not include 125,000 shares of common stock issuable pursuant to stock options that are not exercisable within 60 days of that date. |
(10) | Includes 40,000 shares of common stock issuable pursuant to stock options exercisable within 60 days of March 28, 2005. Does not include 60,000 shares of common stock issuable pursuant to stock options that are not exercisable within 60 days of that date. |
(11) | Includes 188,102 shares of common stock issuable pursuant to stock options exercisable within 60 days of March 28, 2005. Does not include 32,000 shares of common stock issuable pursuant to stock options that are not exercisable within 60 days of that date. Excludes shares held by Azimuth Technologies, L.P., of which he is a limited partner. |
(12) | Includes 107,466 shares of common stock issuable pursuant to stock options exercisable within 60 days of March 28, 2005. Does not include 32,000 shares of common stock issuable pursuant to stock options that are not exercisable within 60 days of that date. Excludes shares held by CSP Associates LLC, a limited liability company of which he is a non-managing member. |
(13) | Represents 296,854 shares held by the Ferris Family 1987 Trust, of which Mr. Ferris is trustee, and with respect to which Mr. Ferris shares voting and dispositive power with Azimuth Technologies, L.P., Azimuth Tech. II LLC and Mr. Iseman. The address of Mr. Ferris and the Ferris Family 1987 Trust is c/o Caxton-Iseman Capital, Inc., 500 Park Avenue, New York, New York 10022. Excludes shares held by Azimuth Technologies, L.P. and Azimuth Tech. II LLC of which the Ferris Family 1987 Trust is, respectively, a limited partner and a non-managing member. |
(14) | Includes 15,924 shares held by SML Family Investors LLC, a limited liability company affiliated with Mr. Lefkowitz. Mr. Lefkowitz’s address is c/o Caxton-Iseman Capital, Inc., 500 Park Avenue, New York, New York 10021. Excludes shares held by Azimuth Technologies, L.P. and Azimuth Tech. II LLC of which he is, respectively, a limited partner and a non-managing member. Includes 239,800 shares with respect to which Mr. Lefkowitz shares voting and dispositive power with Azimuth Technologies, L.P., Azimuth Tech. II LLC and Mr. Iseman. |
(15) | Includes 3,500 shares of common stock issuable pursuant to stock options exercisable within 60 days of March 28, 2005. Does not include 8,000 shares of common stock issuable pursuant to stock options that are not exercisable within 60 days of March 28, 2005. Dr. Perry’s address is 320 Galvez Street, Stanford, CA 94305-6165. |
(16) | Includes 9,500 shares of common stock issuable pursuant to stock options exercisable within 60 days of March 28, 2005. Does not include 8,000 shares of common stock issuable pursuant to stock options |
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that are not exercisable within 60 days of that date. Gen. Shelton’s address is 11911 Freedom Drive, One Fountain Square, 10th Floor Reston, VA 20190. Mr. Tisch’s address is 667 Madison Avenue, New York, NY 10021. |
(17) | Does not include 15,000 shares of common stock issuable pursuant to stock options that are not exercisable within 60 days of that date. Admiral Miller’s and Mr. Smith’s address is c/o Alliant Techsystems, Inc., 5050 Lincoln Drive, Edina, MN 55436. General Kern’s address is c/o EDO Corporation, 60 East 42nd Street, 42nd Floor, New York, NY 10165. |
(18) | Includes 905,305 shares of common stock issuable pursuant to stock options exercisable within 60 days of March 28, 2005. Does not include 450,000 shares of common stock issuable pursuant to stock options that are not exercisable within 60 days of that date. |
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
(a) | (b) | (c) | ||||||||||||
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Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | |||||||||||
Equity compensation plans approved by security holders | 3,097,881 | $ | 19.21 | 1,529,340 | ||||||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||||||
Total | 3,097,881 | $ | 19.21 | 1,529,340 |
SEVERANCE AGREEMENTS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Azimuth Technologies, L.P. and Azimuth Tech. II LLC
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Steven M. Lefkowitz, a director of our Company, and Robert A. Ferris, a director of our Company, are each employed by Caxton-Iseman Capital, Inc. Mr. Iseman is the chairman, managing partner and founder of that firm.
Registration Rights
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Other Relationships
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COMPENSATION COMMITTEE REPORT
1. | To provide our executives with a performance-oriented environment by tying individual compensation, in part, to particular goals. More specifically, our executives are to be rewarded for meeting corporate performance metrics that contribute in a significant way to the accomplishment of our business objectives. Also, by granting stock options, we intend to provide our executives with an equity interest in the performance of the Company. |
2. | To attract and retain key executives by structuring the executive compensation program with appropriate attention to the standards and practices at comparable companies in the government information technology industry or related industries comprised of companies that employ executives with similar skills. |
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limitations of Internal Revenue Code section 162(m). However, there can be no assurance that all compensation will be fully deductible, possibly in some cases due to uncertainty about the proper application of section 162(m); and there may be circumstances where appropriate compensation payments will not be deductible, because of 162(m) or otherwise, and the Committee believes this flexibility is important.
Dr. Paul Kaminski
Steven M. Lefkowitz
General Henry Hugh Shelton, USA (ret.)
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
AUDIT COMMITTEE REPORT
• | the independent auditors’ report on each audit of the Company’s consolidated financial statements; |
• | the Company’s financial disclosure documents, including all consolidated financial statements and reports filed with the SEC or sent to stockholders; |
• | material changes in the Company’s accounting practices, principles, controls or methodologies; |
• | significant developments or changes in accounting rules applicable to the Company; and |
• | the adequacy of the Company’s internal controls and accounting, financial and auditing personnel and Audit Committee Charter. |
• | methods to account for significant, unusual transactions; |
• | the effect of significant accounting policies, including those in controversial or emerging areas, for which there is a lack of authoritative guidance or consensus; |
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• | the process used by management in formulating accounting estimates and the basis for the auditors’ conclusions regarding the reasonableness of those estimates; and |
• | disagreements, if any, with management over the application of accounting principles, the basis for management’s accounting estimates and the disclosures in the financial statements. |
Dr. Paul Kaminski
Admiral Paul David Miller
Thomas J. Tisch
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COMPANY STOCK PERFORMANCE CHART
ASSUMES DIVIDEND REINVESTMENT
FISCAL YEAR ENDED DECEMBER 31, 2004
Base Period | |||||||||||||||||||
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Company/Index | 3/12/2002 | 12/31/2002 | 12/31/2003 | 12/31/2004 | |||||||||||||||
Anteon International Corporation | $ | 100.00 | $ | 119.70 | $ | 179.80 | $ | 208.78 | |||||||||||
S&P 500 Index | $ | 100.00 | $ | 87.52 | $ | 130.60 | $ | 109.17 | |||||||||||
Russell 2000 Technology Index | $ | 100.00 | $ | 57.42 | $ | 93.95 | $ | 89.98 |
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ITEM 2
RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS
Audit Fees
Audit-Related Fees
Tax Fees
All Other Fees
Policy on Pre-Approval
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE
SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS
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OTHER MATTERS
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| VOTE BY INTERNET, TELEPHONE OR MAIL |
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ANTEON INTERNATIONAL CORPORATION | Your telephone or internet vote authorizes the named proxies to vote these shares in the same manner as if you marked, signed and returned your proxy card. |
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VOTE BY INTERNET -www.proxyvote.com | |
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. | |
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| ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS |
| If you would like to reduce the costs incurred by Anteon International Corporation in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years. |
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| VOTE BY PHONE - 1-800-690-6903 |
| Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. |
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| VOTE BY MAIL |
| Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Anteon International Corporation, c/o ADP, 51 Mercedes Way, Edgewood, NY 11717. |
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| If you vote your proxy by Internet or telephone, you do NOT |
| PLEASE MARK, SIGN AND DATE YOUR PROXY CARD AND |
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| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | ANTEON | KEEP THIS PORTION FOR YOUR RECORDS |
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| DETACH AND RETURN THIS PORTION ONLY |
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| THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
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| ANTEON INTERNATIONAL CORPORATION |
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| The Board of Directors recommends a Vote |
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| Vote On Directors |
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| 1. | To elect the following four (4) Class III directors (except as noted to the right) for a three year term. |
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| Nominees: | 01) | Frederick J. Iseman |
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| 02) | Gilbert F. Decker |
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| 03) | Admiral Paul David Miller, USN (ret.) |
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| 04) | Michael T. Smith |
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| For | Against | Abstain |
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| Vote on Proposal |
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| 2. | To ratify the selection of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2005. |
| ¡ | ¡ | ¡ |
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| 3. | In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting or any adjournment(s) thereof. |
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| Please sign exactly as your name(s) appear hereon. When joint tenants hold shares, both must sign. Executors, administrators, trustees, guardians, attorneys and corporate officers should add their titles. If a corporation, please sign in the full corporate name by the president or other authorized officer. If a partnership, please sign in the partnership name by an authorized person. |
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| YES |
| NO |
| Please indicate if you wish to view meeting materials electronically via the Internet rather than receiving a hard copy. Please note that you will continue to receive a proxy card for voting purposes only. |
| YES | NO |
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| Please indicate if you plan to attend this meeting | ¡ |
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| Signature [PLEASE SIGN WITHIN BOX] | Date |
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| Signature (Joint Owners) | Date |
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Please date, sign and mail
your proxy card back as soon as possible!
Annual Meeting of Stockholders
ANTEON INTERNATIONAL CORPORATION
May 25, 2005
Please Detach and Mail in the Envelope Provided
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| ANTEON INTERNATIONAL CORPORATION |
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| PROXY/VOTING INSTRUCTION CARD |
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| THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF |
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| The undersigned, revoking all previous proxies, hereby appoints and authorizes Joseph M. Kampf, Charles S. Ream and Curtis L. Schehr, and each of them as proxies with full power of substitution and resubstitution to represent the undersigned and to vote all shares of Common Stock of Anteon International Corporation (the “Company”) which the undersigned is entitled to vote at the Annual Meeting of Stockholders of the Company to be held on May 25, 2005 at 10:30 a.m., local time, at the Ritz Carlton, Tysons Corner, 1700 Tysons Boulevard, McLean, Virginia 22102, or at any adjournment thereof (the “Meeting”), with all powers which the undersigned would possess if personally present. |
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| This proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder. If no direction is given, this proxy will be voted FOR all proposals. Attendance of the undersigned at the Meeting or at any adjournment thereof will not be deemed to revoke this proxy unless the undersigned shall revoke this proxy in writing or shall deliver a subsequently dated proxy to the Secretary of the Company or shall vote in person at the Meeting. |
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| In their discretion, the proxies are authorized to vote upon such other matters as may properly come before the Meeting or any adjournment thereof. |
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| (CONTINUED AND TO BE SIGNED AND DATED ON THE REVERSE SIDE) |
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