UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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 Under §240.14a-12
Specialty Underwriters’ Alliance, 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)(4) 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: | |
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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: | |
Sincerely, | |
Chairman of the Board and Chief Executive Officer |
1. To elect seven directors for a term of one year (page 2); | |
2. To amend the Company’s Amended and Restated Certificate of Incorporation to decrease the number of authorized shares of common stock from 75,000,000 to 30,000,000 shares, $.01 par value per share (the “Common Stock”) (page 4); | |
3. To ratify the appointment of PricewaterhouseCoopers LLP as independent auditors of the Company for the fiscal year ending December 31, 2005 (page 5); and | |
4. To transact such other business as may properly come before the meeting, or any adjournment thereof. |
By order of the Board of Directors | |
Courtney C. Smith | |
Chairman of the Board |
Chicago, IL
Name | Age | Served as a Director Since | ||
Courtney C. Smith | 57 | 2003 | ||
Peter E. Jokiel | 57 | 2003 | ||
Robert E. Dean(1)(2) | 53 | 2004 | ||
Raymond C. Groth(2)(3) | 58 | 2004 | ||
Robert H. Whitehead(1) | 71 | 2004 | ||
Russell E. Zimmermann(1)(3) | 64 | 2004 | ||
Paul A. Philp(2)(3) | 56 | 2005 |
(1) | Member of the Audit Committee. |
(2) | Member of the Compensation Committee. |
(3) | Member of the Nominating and Corporate Governance Committee. |
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• | The Board of Directors believes, based on the number of shares of Common Stock currently outstanding, the number of shares reserved for issuance under the existing stock option plan and the number of shares the Company reasonably expects to issue in future transactions, that 75,000,000 is an excessive number of shares of Common Stock for the Company to be authorized to issue without stockholder approval. | |
• | The primary reason the Company wishes to reduce the number of authorized shares of its Common Stock is tax reduction. One method that the State of Delaware uses to impose franchise taxes upon domestic corporations is based upon a corporation’s authorized capital. The larger the number of authorized shares of Common Stock results in a larger assessed Delaware franchise tax. Accordingly, the Board of Directors believes that a decrease in the number of authorized shares of Common Stock would be in the best interests of the Company and that 30,000,000 authorized shares of Common Stock will suffice to maintain the requisite amount of flexibility required by the |
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Company’s ongoing activities. No change in the number of authorized shares of preferred stock or Class B Common Stock of the Company is proposed or anticipated at the present time. |
2004 | 2003 | |||||||
Actual Fees | Actual Fees | |||||||
Audit fees | 691,985 | — | ||||||
Audit Related Fees | — | — | ||||||
Tax Fees | — | — | ||||||
All Other Fees | — | — | ||||||
Total Fees | $ | 691,985 | — | |||||
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Board of Directors Guidelines |
Code of Business Conduct and Ethics |
Audit Committee |
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• | To assist the Board in fulfilling its oversight responsibilities by reviewing: the financial reports and other financial information the Company provides to any governmental body or the public; the Company’s systems of internal controls, established by management and the Board, regarding finance, accounting, legal compliance and ethics; and the Company’s auditing, accounting and financial reporting processes generally. | |
• | To serve as an independent and objective body to monitor the Company’s financial reporting process and internal control system; | |
• | To select, evaluate and, when appropriate, replace the Company’s independent auditors; | |
• | To review and appraise the audit efforts of the Company’s independent accountants and internal auditing activities; and to provide an open avenue of communication among the independent accountants, financial and senior management, the internal auditing activities, and the Board; and | |
• | To approve all related party transactions. |
Compensation Committee |
• | To ensure the Company’s senior executives are compensated effectively in a manner consistent with the Company’s stated compensation strategy, internal equity considerations, competitive practice, and the requirements of the appropriate regulatory bodies; and | |
• | To communicate to stockholders the Company’s compensation policies and the reasoning behind such policies, as required by the Securities and Exchange Commission. |
Executive Committee |
• | To exercise the authority of the Board of Directors with respect to matters requiring action between meetings of the Board; and | |
• | To decide issues from time to time delegated by the Board. |
Nominating/ Corporate Governance Committee |
• | To recommend to the Board proposed nominees for election to the Board by the stockholders at annual meetings, including an annual review as to the renominations of incumbents and proposed nominees for election by the Board to fill vacancies which occur between stockholder meetings; |
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• | To develop and recommend to the Board of Directors a code of business conduct and ethics and to review the code at least annually; | |
• | To make recommendations to the Board regarding corporate governance matters and practices and to oversee an annual evaluation of the performance of the board and management; and | |
• | To annually evaluate this committee’s performance and charter. |
• | Whether or not the person has any relationships that might impair his or her independence, such as any business, financial or family relationships with the Company, its management or their affiliates; | |
• | Whether or not the person serves on boards of, or is otherwise affiliated with, competing companies; | |
• | Whether or not the person is willing to serve as, and willing and able to commit the time necessary for the performance of the duties of, a director of the Company; | |
• | The contribution which the person can make to the Board and the Company, with consideration being given to the person’s business and professional experience, education and such other factors as the Nominating/ Corporate Governance Committee may consider relevant, and | |
• | The character and integrity of the person. |
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• | Forward the communication to the director or directors to whom it is addressed; | |
• | Attempt to handle the inquiry directly, as might be the case if you request information about the Company or it is a stockholder related matter; | |
• | Not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic. |
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Annual Compensation | Long-Term Compensation | ||||||||||||||||||||||||||||||||
Awards | Payouts | ||||||||||||||||||||||||||||||||
Securities | |||||||||||||||||||||||||||||||||
Other Annual | Restricted | Underlying | LTIP | All Other | |||||||||||||||||||||||||||||
Salary | Bonus | Compensation | Stock Award(s) | Options/SARs | Payouts | Compensation | |||||||||||||||||||||||||||
Name and Principal Position | Year | (1) ($) | ($) | (2) ($) | ($) | (#) | ($) | ($) | |||||||||||||||||||||||||
Courtney C. Smith | 2004 | 50,769 | 100,000 | — | — | 190,000 | — | — | |||||||||||||||||||||||||
President and Chief | 2003 | — | — | — | — | — | — | — | |||||||||||||||||||||||||
Executive Officer | |||||||||||||||||||||||||||||||||
Peter E. Jokiel | 2004 | 44,423 | 87,500 | — | — | 136,000 | — | — | |||||||||||||||||||||||||
Executive Vice President and | 2003 | — | — | — | — | — | — | — | |||||||||||||||||||||||||
Chief Financial Officer | |||||||||||||||||||||||||||||||||
William S. Loder | 2004 | 31,731 | 62,500 | 30,000 | — | 64,000 | — | — | |||||||||||||||||||||||||
Senior Vice President and, | 2003 | — | — | — | — | — | — | — | |||||||||||||||||||||||||
Chief Underwriting Officer | |||||||||||||||||||||||||||||||||
Gary Ferguson | 2004 | 31,731 | 62,500 | — | — | 64,000 | — | — | |||||||||||||||||||||||||
Senior Vice President and | 2003 | — | — | — | — | — | — | — | |||||||||||||||||||||||||
Chief Claims Officer | |||||||||||||||||||||||||||||||||
Scott Goodreau | 2004 | 31,743 | — | 324,450 | — | 30,000 | — | — | |||||||||||||||||||||||||
General Counsel, Vice President | 2003 | — | — | — | — | — | — | — | |||||||||||||||||||||||||
Administration and Corporate Relations |
(1) | Beginning November 17, 2004 |
(2) | Consulting fees prior to employment |
Individual Grants | ||||||||||||||||||||
Number of | Percent of | |||||||||||||||||||
Securities | Total Options | Exercise or | Grant Date | |||||||||||||||||
Underlying Option | Granted to | Base Price | Present Value | |||||||||||||||||
Name | Granted(1) | Employees | ($/Share) (2) | Expiration Date | ($)(3) | |||||||||||||||
Courtney C. Smith | 190,000 | 31 | % | $ | 9.50 | 11/17/14 | $ | 929,100 | ||||||||||||
Peter E. Jokiel | 136,000 | 22 | % | $ | 9.50 | 11/17/14 | $ | 657,787 | ||||||||||||
William S. Loder | 64,000 | 10 | % | $ | 9.50 | 11/17/14 | $ | 316,587 | ||||||||||||
Gary J. Ferguson | 64,000 | 10 | % | $ | 9.50 | 11/17/14 | $ | 267,093 | ||||||||||||
Scott Goodreau | 30,000 | 5 | % | $ | 9.50 | 11/17/14 | $ | 106,311 |
(1) | All options granted during 2004 vest cumulatively at a rate of 33.33% on each of the first three anniversaries of the date grant. |
(2) | The exercise price for the options granted in 2004 was equal to the price of our Common Stock in a public offering on November 17, 2004. |
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(3) | The grant date present value was estimated using the binomial lattice option-pricing model with the following weighted average assumptions: |
Expiration date | November 17, 2014 | |
Expected dividend yield | None expected for five years beginning 2005 and no more than 2% expected for five years beginning 2011 | |
Expected volatility | 45% | |
Risk free interest rate | 2.24% to 4.43% | |
Expected life of options | 7.93 years |
Number of Securities | Value of Unexercised | |||||||||||||||||||||||
Underlying Unexercised | In-The-Money | |||||||||||||||||||||||
Shares | Options at | Options at | ||||||||||||||||||||||
Acquired | Value | December 31, 2004 (#) | December 31, 2004 ($) | |||||||||||||||||||||
on Exercise | Realized | |||||||||||||||||||||||
Name | (#) | ($) | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
Courtney C. Smith | — | — | — | 190,000 | — | — | ||||||||||||||||||
Peter E. Jokiel | — | — | — | 136,000 | — | — | ||||||||||||||||||
William S. Loder | — | — | — | 64,000 | — | — | ||||||||||||||||||
Gary J. Ferguson | — | — | — | 64,000 | — | — | ||||||||||||||||||
Scott Goodreau | — | — | — | 30,000 | — | — |
• | For the partial year ending December 31, 2004, each executive received a bonus equal to 25% of the executive’s base salary level in recognition of his contribution to our organizational activities and successful completion of our initial public offering; and | |
• | Until December 31, 2007 for each of the first three full fiscal years after November 23, 2004, each executive will (1) receive a non-performance related bonus equal to 25% of the executive’s base salary for such fiscal year provided the executive is employed by us at the end of such fiscal year and (2) be eligible to receive a performance based bonus of up to 75% of the executive’s base salary, if the performance goals for the executive determined by our Compensation Committee for the respective full fiscal year are achieved. |
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• | base salary up to and including the effective date of termination, prorated on a daily basis; | |
• | payment for any accrued, unused vacation as of the effective date of termination; | |
• | in the event of termination due to the executive’s death or disability, any performance-based bonus previously earned but not paid; | |
• | a prorated amount of any guaranteed bonus, if termination occurs during the first three fiscal years after the commencement of the agreement; and | |
• | any other benefits (if any) payable upon the executive’s death or disability. |
• | a lump sum payment of an amount equal to the amount of the executive’s base salary that would have been paid to the executive through the date on which the term otherwise would have ended (or through the date on which the initial term otherwise would have ended); provided, however, that if such termination occurs within 18 months before the date on which the initial term otherwise would have ended, or as a result of our failure to extend the initial term to the full extent of the three one-year extension periods, or during any extension period, then the executive will instead receive a lump sum payment of an amount equal to 150% of the annual amount of the executive’s base salary calculated at the rate in effect at the date of such termination; | |
• | a lump sum payment of an amount equal to 50% of the amount of the executive’s base salary paid pursuant to the employment agreement; | |
• | any performance-based bonus previously earned but not paid; and | |
• | any payment for any accrued, unused vacation as of the date of termination. |
• | engage in any activity that competes with us in the business of insurance; | |
• | solicit any person or entity which is then a customer or party to any insurance-related contract with us or has been a customer or supplier or such a party or solicited by us in the preceding two-year period, to divert their business to any entity other than us | |
• | solicit for employment, engage and/or hire any person who is then employed by us or engaged by us as an independent contractor or consultant; and/or | |
• | encourage or induce any person who is then employed by us or engaged by us as an independent contractor or consultant to end his/her business relationship with us. |
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• | any person or group of persons acting in concert (other than any person who, prior to our initial public offering, is a holder of our voting securities) that holds or becomes entitled to more than 50% of the combined voting power of our outstanding voting securities; | |
• | our Board of Directors approves our merger or consolidation with any other corporation, other than a merger or consolidation that would result in all or substantially all of the holders of our voting securities immediately prior thereto continuing to hold at least 50% of the combined voting power of our outstanding voting securities or the surviving entity immediately after such merger or consolidation; or | |
• | our Board of Directors approves a plan of our complete liquidation or an agreement for the sale or disposition by us of all or substantially all of our assets, other than any such sale or disposition where all or substantially all of the holders of our voting securities immediately prior thereto continue to hold at least 50% of the combined voting power of the outstanding voting securities of the acquiror or transferee entity immediately after such sale or disposition. |
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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 | ||||||||||
Plan Category | Warrants and Rights (a) | Warrants and Rights (b) | Column (a)) (c) | |||||||||
Equity compensation plans approved by securityholders | 624,800 | $ | 9.50 per share | 225,200 |
• | incentive stock options, or | |
• | non-qualified stock options. |
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Number of Shares | Percent | ||||||||
Name and Address (1) | Beneficially Owned | of Stock | |||||||
Friedman, Billings, Ramsey Group, Inc. | 1,242,410 | (2) | 8.5 | % | |||||
1001 Nineteenth Street North, 18th Floor | |||||||||
Arlington, VA 22209 | |||||||||
Courtney Smith | 54,471 | * | |||||||
Peter E. Jokiel | 48,142 | * | |||||||
William S. Loder | 22,605 | * | |||||||
Gary J. Ferguson | 20,840 | * | |||||||
Robert E. Dean | 2,500 | * | |||||||
Raymond C. Groth | 1,000 | * | |||||||
Robert H. Whitehead | 500 | * | |||||||
Russell E. Zimmermann | 1,500 | * | |||||||
Paul A. Philp | 0 | 0 | |||||||
All executive officers and directors as a group | 151,558 | 1.0 | % |
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* | Less than 1% |
(1) | All addresses are those of Specialty Underwriters’ Alliance, Inc., unless otherwise indicated. |
(2) | Friedman, Billings, Ramsey Group, Inc., or FBR, has entered into a voting agreement pursuant to which it will vote all shares beneficially owned by it exceeding 5% of the outstanding shares of Common Stock in the same proportion as our other shares of Common Stock are voted. |
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Courtney C. Smith | |
Chairman of the Board | |
Dated: April 20, 2005 |
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FIRST: The name of the Corporation is Specialty Underwriters’ Alliance, Inc. | |
SECOND: The Corporation’s registered office in the State of Delaware is at 9 East Loockerman Street, Suite 1B, in the City of Dover, County of Kent. The name of its registered agent at such address is National Registered Agents, Inc. | |
THIRD: The nature of the business of the Corporation and its purpose is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. | |
FOURTH: The maximum number of shares that the Corporation shall be authorized to issue and have outstanding at any one time shall be (i) thirty million (30,000,000) shares of Common Stock, par value $0.01 per share (the “Common Stock”), (ii) two million (2,000,000) shares of Class B Common Stock, par value $0.01 per share (the “Class B Stock”), and (iii) one million (1,000,000) shares of Preferred Stock, par value $0.01 per share (the “Preferred Stock”). |
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(a) The number of shares constituting that series and the distinctive designation of that series; | |
(b) The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payments of dividends on shares of that series; | |
(c) Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights; | |
(d) Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provisions for adjustment of the conversion rate in such events as the Board of Directors shall determine; | |
(e) Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different rates; | |
(f) Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund; | |
(g) The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series; and | |
(h) Any other relative rights, preferences and limitations of that series. | |
FIFTH: The name and mailing address of the incorporator is as follows: |
Debevoise & Plimpton
919 Third Avenue
New York, New York 10022
SIXTH: The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation and for the purpose of creating, defining, limiting and regulating the powers of the Corporation and its directors and stockholders: | |
(a) The number of directors of the Corporation shall be fixed and may be altered from time to time in the manner provided in the By-Laws, and vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled, and directors maybe removed, as provided in the By-Laws. | |
(b) The election of directors may be conducted in any manner approved by the stockholders at the time when the election is held and need not be by written ballot. | |
(c) All corporate powers and authority of the Corporation (except as at the time otherwise provided by law, by this Certificate of Incorporation or by the By-Laws) shall be vested in and exercised by the Board of Directors. |
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(d) The Board of Directors shall have the power without the assent or vote of the stockholders to adopt, amend, alter or repeal the By-Laws of the Corporation, except to the extent that the By-Laws or this Certificate of Incorporation otherwise provide. | |
(e) The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented. Neither the amendment or repeal of this section nor the adoption of any provision of this Certificate of Incorporation inconsistent with this section shall adversely affect any right or protection of a director of the Corporation existing at the time of such amendment, repeal or adoption. | |
(f) The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, or by any successor thereto, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section. The Corporation shall advance expenses to the fullest extent permitted by said Section. Such right to indemnification and advancement of expenses shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The indemnification and advancement of expenses provided for herein shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise. | |
SEVENTH: The Corporation reserves the right to amend or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights herein conferred upon stockholders or directors are granted subject to this reservation. |
Name: Courtney C. Smith |
Title: | Chief Executive Officer |
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SPECIALTY UNDERWRITERS’ ALLIANCE, INC.
2005 ANNUAL MEETNG OF STOCKHOLDERS – MAY 12, 2005
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Specialty Underwriters’ Alliance, Inc., a Delaware corporation, hereby appoints Courtney C. Smith, Peter E. Jokiel and Scott Goodreau and each of them the proxies of the undersigned with full power of substitution to vote at the Annual Meeting of Stockholders of the Company to be held at 8:00 a.m. CST on May 12, 2005, and at any adjournment or adjournments thereof (the “Meeting”), with all the power which the undersigned would have if personally present, hereby revoking any proxy heretofore given. The undersigned hereby acknowledges receipt of the proxy statement for the Meeting and instructs the proxies to vote as directed on the reverse side.
(Continued and to be signed on the reverse side)
ANNUAL MEETING OF STOCKHOLDERS OF
SPECIALTY UNDERWRITERS’ ALLIANCE, INC.
MAY 12, 2005
PLEASE DATE, SIGN AND MAIL
YOUR PROXY CARD IN THE
ENVELOPE PROVIDED AS SOON AS POSSIBLE.
- Please detach along perforated line and mail in the envelope provided. -
DIRECTORS AND “FOR” PROPOSALS 2 AND 3.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HEREx
1. | To elect 7 nominees for Directors: |
NOMINEES: | ||||||
o | FOR ALL NOMINEES | o | Courtney C. Smith | |||
o | Peter E. Jokiel | |||||
o | WITHHOLD | o | Robert E. Dean | |||
AUTHORITY | o | Raymond C. Groth | ||||
FOR ALL NOMINEES | o | Robert H. Whitehead | ||||
o | Russell E. Zimmermann | |||||
o | Paul A. Philp | |||||
o | FOR ALL EXCEPT | |||||
(see instructions below) |
INSTRUCTION: | To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as show here.x |
FOR | AGAINST | ABSTAIN | ||||||
2. | To approve an amendment to the Company’s Certificate of Incorporation to decrease the number of authorized shares of Common Stock from 75,000,000 to 30,000,000. | o | o | o |
3. | To ratify the appointment of PricewaterhouseCoopers LLP as independent auditors for the fiscal year ending December 31, 2005. | o | o | o | ||||
THIS PROXY, WHEN PROPERLY SIGNED, WILL BE VOTED IN THE MANNER DIRECTED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES SET FORTH HEREIN, FOR THE APPROVAL OF THE AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION, FOR THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005, AND IN THE DISCRETION OF THE PROXY HOLDERS AS TO ANY OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
MARK HERE IF YOU PLAN TO ATTEND THE MEETINGo
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | o |
Signature of Stockholder | Date: | |||||
Signature of Stockholder | Date: | |||||
Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |