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INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Securities Exchange Act of 1934
Filed by the registrant | þ | |||
Filed by a party other than the registrant | o | |||
Check the appropriate box: |
þ | Preliminary Proxy Statement | ||
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
o | Definitive Proxy Statement | ||
o | Definitive Additional Materials | ||
o | Soliciting Material Under Section 240.14a-12 |
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
þ | No fee required | ||
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) | Title of each class of securities to which transaction applies: | ||
(2) | Aggregate number of securities to which transactions applies: | ||
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | ||
(4) | Proposed maximum aggregate value of transaction: | ||
(5) | Total fee paid: |
o | Fee paid previously with preliminary materials. | ||
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: | ||
(2) | Form, Schedule or Registration Statement No.: | ||
(3) | Filing Party: | ||
(4) | Date Filed: |
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![(infoUSA LOGO)](https://capedge.com/proxy/PRER14A/0001035704-06-000260/d34715a1d3471502.gif)
1. To elect three directors to the Board of Directors for a term of three years; | |
2. To vote on a stockholder proposal, described in the Proxy Statement, if properly presented at the meeting; and | |
3. To transact such other business as may properly come before the meeting or any adjournment thereof. |
Sincerely, | |
Fred Vakili | |
Secretary |
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Director | Nominated for | |||||||||||||
Name of Nominee | Age | Position/Principal Occupation | Since | Term Expiring | ||||||||||
Vinod Gupta | 59 | Chairman of the Board and Chief Executive Officer of the Company | 1972 | 2009 | ||||||||||
Dr. George F. Haddix(1)(2) | 67 | Director; Chairman and Chief Executive Officer of PKW Holdings, Inc. and PKWARE, INC. | 1995 | 2009 | ||||||||||
Dr. Vasant H. Raval(3)(4) | 66 | Director; Professor and Chair, Department of Accounting, at Creighton University | 2002 | 2009 |
(1) | Member of the Nominating and Corporate Governance Committee. |
(2) | Member of the Compensation Committee. |
(3) | Member of the Audit Committee |
(4) | Member of the Finance Committee. |
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Director | Term | |||||||||||||
Name of Director | Age | Position/Principal Occupation | Since | Expires | ||||||||||
Bill L. Fairfield(1)(2)(3) | 59 | Director; Chairman of DreamField Capital Ventures, LLC | 2005 | 2007 | ||||||||||
Anshoo S. Gupta(3)(5) | 59 | Director; President of JAG Operations, L.L.C. | 2005 | 2007 | ||||||||||
Elliot S. Kaplan(4) | 69 | Director; Senior Partner in law firm of Robins, Kaplan, Miller & Ciresi L.L.P. | 1988 | 2007 | ||||||||||
Martin F. Kahn(1)(4) | 56 | Director; Managing Director, Cadence Information Associates L.L.C. | 2004 | 2008 | ||||||||||
Bernard W. Reznicek(1)(3) | 69 | Director; President and Chief Executive Officer, Premier Enterprises | 2006 | 2008 | ||||||||||
Dennis P. Walker(1)(2) | 60 | Director; President and Chief Executive Officer of Jet Linx Aviation | 2003 | 2008 |
(1) | Member of the Nominating and Corporate Governance Committee. |
(2) | Member of the Compensation Committee. |
(3) | Member of the Audit Committee. |
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(4) | Member of the Finance Committee. |
(5) | Anshoo S. Gupta is not related to Vinod Gupta |
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Common Stock | Percent of | ||||||||
Beneficially | Outstanding Shares | ||||||||
Beneficial Owners | Owned(1) | of Common Stock | |||||||
Vinod Gupta(2) | 22,984,566 | 41.0 | % | ||||||
5711 South 86th Circle Omaha, Nebraska 68127 | |||||||||
Columbia Wanger Asset Management, L.P.(3) | 3,370,000 | 6.1 | % | ||||||
227 West Monroe Street, Suite 3000 Chicago, Illinois 60606 | |||||||||
Cardinal Capital Management, LLC(4) | 3,336,810 | 6.1 | % | ||||||
One Fawcet Place Greenwich, Connecticut 06830 | |||||||||
Bill L. Fairfield | -0- | ** | |||||||
Anshoo S. Gupta | -0- | ** | |||||||
Dr. George F. Haddix(5) | 287,300 | ** | |||||||
Martin F. Kahn | 10,000 | ** | |||||||
Elliot S. Kaplan | 236,580 | ** | |||||||
Dr. Vasant H. Raval(6) | 10,000 | ** | |||||||
Bernard W. Reznicek | -0- | ** | |||||||
Dennis P. Walker | 10,000 | ** | |||||||
Ray Butkus | -0- | ** | |||||||
Edward C. Mallin | 85,416 | ** | |||||||
Monica Messer(7) | 536,545 | 1.0 | % | ||||||
D.J. Thayer | 36,159 | ** | |||||||
Fred Vakili | 333,076 | ** | |||||||
All directors, nominees and executive officers as a group (13 persons) | 24,532,283 | 43.4 | % |
** | Less than 1% |
(1) | Includes the following shares that may be purchased within 60 days of the Record Date pursuant to the exercise of outstanding options: Mr. Vinod Gupta, 924,994 shares; Dr. Haddix, 20,000 shares; Mr. Kaplan, 26,000 shares; Dr. Raval, 6,000 shares; Mr. Mallin, 55,416 shares; Ms. Messer, 306,248 shares; Mr. Thayer, 14,365 shares; Mr. Vakili, 24,791 shares; and all directors and executive officers as a group, 1,377,814 shares. |
(2) | Includes shares held by the following trusts, with respect to which Mr. Gupta has sole voting and dispositive powers: Vinod Gupta Revocable Trust (18,769,071 shares); Vinod Gupta Irrevocable Annuity Trust (799,656 shares); Vinod Gupta Charitable Trust (107,500 shares); Vinod Gupta Family Foundation (200,000 shares); and irrevocable trusts for three adult children (2,104,557 shares). Also includes 33,788 shares held by the Jess A. Gupta Revocable Trust, with respect to which Vinod Gupta has shared voting and dispositive powers, and 45,000 shares held by Mr. Gupta’s spouse. Mr. Gupta disclaims beneficial ownership of the shares held by the Vinod Gupta Charitable Trust, the Vinod Gupta Family Foundation, the trusts for his children, including the Jess A. Gupta Revocable Trust, and the shares held by his spouse. |
(3) | Based on a Schedule 13G/ A filed by Columbia Wanger Asset Management, L.P. (“WAM”) and WAM Acquisition GP, Inc., the general partner of WAM (“WAM GP”) on February 14, 2006. WAM and WAM GP have shared voting and dispositive power with respect to all of these shares. |
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(4) | Based on a Schedule 13D/ A filed by Cardinal Capital Management, L.P. (“Cardinal Capital”), on March 22, 2006. Cardinal Value Equity Partners, an affiliate of Cardinal Capital, has sole voting and dispositive power over 154,500 of these shares. |
(5) | Includes 267,300 shares owned jointly by Dr. Haddix with his spouse. |
(6) | Includes 4,000 shares owned jointly by Dr. Raval with his spouse. |
(7) | Includes 9,633 shares owned by Ms. Messer’s daughter. |
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Fiscal Year | |||||||||
Type of Fee | 2005 | 2004 | |||||||
Audit Fees | $ | 740,770 | $ | 911,376 | |||||
Audit-Related Fees(1) | 227,779 | 177,108 | |||||||
Tax Fees(2) | 177,020 | 60,425 | |||||||
All Other Fees | -0- | -0- | |||||||
Total fees | $ | 1,145,569 | $ | 1,148,909 |
(1) | Audit-Related Fees consists of fees for statutory audits of a foreign subsidiary, employee benefit plan audits, due diligence, and assistance with Form 8-K filings. |
(2) | Tax Fees consists of fees for state and federal income tax preparation for a Company subsidiary, tax research, and preparation of refund claims. |
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![(PERFORMANCE GRAPH)](https://capedge.com/proxy/PRER14A/0001035704-06-000260/d34715a1d3471501.gif)
31-Dec-00 | 31-Dec-01 | 31-Dec-02 | 31-Dec-03 | 31-Dec-04 | 31-Dec-05 | ||||||||||||||||||||||||||
infoUSA Common Stock | $ | 100.00 | $ | 205.33 | $ | 147.04 | $ | 219.23 | $ | 331.07 | $ | 323.37 | |||||||||||||||||||
NASDAQ (U.S. Companies) | $ | 100.00 | $ | 79.32 | $ | 54.84 | $ | 81.99 | $ | 89.23 | $ | 91.12 | |||||||||||||||||||
S&P Data Processing & Outsourced Services Index | $ | 100.00 | $ | 108.86 | $ | 77.38 | $ | 90.56 | $ | 95.49 | $ | 100.75 | |||||||||||||||||||
* | Assumes $100 invested on December 31, 2000 ininfoUSA Inc. common stock, Nasdaq Stock Market (U.S. Companies) Index, and S&P Data Processing & Outsourced Services Index. |
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Long-Term | |||||||||||||||||||||
Annual Compensation | Compensation | ||||||||||||||||||||
Stock | All Other | ||||||||||||||||||||
Name and Principal Position | Year | Salary($) | Bonus($) | Options(#) | Compensation($)(1) | ||||||||||||||||
Vinod Gupta | 2005 | 750,000 | (2) | -0- | 500,000 | 7,000 | |||||||||||||||
Chairman of the Board and | 2004 | 768,846 | (2) | -0- | -0- | 6,500 | |||||||||||||||
Chief Executive Officer | 2003 | 500,770 | (2) | 250,000 | 600,000 | 6,000 | |||||||||||||||
Ray Butkus(3) | 2005 | 305,846 | -0- | -0- | 184,946 | (5) | |||||||||||||||
President, Donnelly Group | 2004 | 373,462 | 332,917 | (4) | -0- | 6,000 | |||||||||||||||
2003 | 239,231 | 195,525 | (4) | 50,000 | 3,877 | ||||||||||||||||
Edward C. Mallin | 2005 | 524,076 | 300,000 | -0- | 7,000 | ||||||||||||||||
President, Donnelley | 2004 | 338,077 | 657,016 | (6) | -0- | 6,500 | |||||||||||||||
Marketing Division | 2003 | 300,000 | 165,270 | (6) | 50,000 | 6,000 | |||||||||||||||
Monica Messer | 2005 | 358,846 | 240,000 | -0- | 7,000 | ||||||||||||||||
Chief Operations Officer | 2004 | 342,692 | 125,000 | (7) | -0- | 6,500 | |||||||||||||||
2003 | 323,558 | -0- | 150,000 | 6,000 | |||||||||||||||||
D.J. Thayer | 2005 | 259,231 | 120,000 | -0- | 7,000 | ||||||||||||||||
President,infoUSA Group | 2004 | 247,577 | 149,000 | (8) | -0- | 6,500 | |||||||||||||||
2003 | 219,327 | -0- | 35,000 | 6,000 | |||||||||||||||||
Fred Vakili | 2005 | 404,731 | 240,000 | -0- | 7,000 | ||||||||||||||||
Executive Vice President, Chief | 2004 | 281,134 | 183,040 | (9) | -0- | 6,500 | |||||||||||||||
Administrative Officer, and Secretary | 2003 | 237,404 | 182,000 | (9) | 35,000 | 6,000 |
(1) | Except as otherwise noted, represents payments for the Company’s 401(k) match. |
(2) | Excludes certain amounts paid to Annapurna Corporation for reimbursement of Company related travel and entertainment expenses and to Everest Investment Management for rent and investment advisory fees, all as more particularly set forth under “Certain Transactions” in this Proxy Statement. |
(3) | Mr. Butkus’ employment ended in September 2005. |
(4) | Bonus for 2004 includes $200,000 paid in 2005 and $106,250 paid to White Oaks Consulting, which is wholly-owned by Mr. Butkus. Bonus for 2003 includes $195,525 paid to White Oaks Consulting in 2004 for services in 2003. |
(5) | Includes payments totaling $7,000 for the Company’s 401(k) match, a payment of $44,614 to Mr. Butkus for accrued vacation, and payment of $133,332 to White Oak Consulting, which is wholly-owned by Mr. Butkus, from September 2005 through December 2005 for consulting services. Payments to White Oak Consulting were made pursuant to the Separation and Consulting Agreement between Mr. Butkus and the Company, which is described under the heading “Employment Contracts, Termination of Employment andChange-in-Control Arrangements — Ray Butkus Separation and Consulting Agreement.” |
(6) | Bonus for 2004 includes $365,894 paid in 2005 for services in 2004. |
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(7) | Includes $75,000 paid in 2005 for services in 2004 and $50,000 paid to Growth Quest Ventures, which is wholly-owned by Ms. Messer. |
(8) | Includes $50,000 paid in 2005 for services in 2004 and $99,000 paid to LMDT LLC, which is wholly-owned by Mr. Thayer. |
(9) | Bonus for 2004 includes $75,000 paid in 2005 for services in 2004 and $108,040 paid to Alborz Corp., which is wholly-owned by Mr. Vakili. Bonus for 2003 includes $182,000 paid to Alborz Corp. |
Individual Grants | Potential Realizable Value at | |||||||||||||||||||||||||||
Assumed Annual Rates of Stock | ||||||||||||||||||||||||||||
Percent of Total | Price Appreciation for Option | |||||||||||||||||||||||||||
Options Granted to | Market Price | Term($)(2) | ||||||||||||||||||||||||||
Options | Employees in | Exercise | on Grant | Expiration | ||||||||||||||||||||||||
Name | Granted(#) | Fiscal Year | Price($) | Date($) | Date | 5% | 10% | |||||||||||||||||||||
Vinod Gupta | 500,000 | (1) | 100 | % | $ | 12.60 | $ | 10.08 | 03/10/15 | $ | 1,909,626 | $ | 6,772,462 | |||||||||||||||
Ray Butkus | -0- | — | — | — | — | — | — | |||||||||||||||||||||
Edward C. Mallin | -0- | — | — | — | — | — | — | |||||||||||||||||||||
Monica Messer | -0- | — | — | — | — | — | — | |||||||||||||||||||||
D.J. Thayer | -0- | — | — | — | — | — | — | |||||||||||||||||||||
Fred Vakili | -0- | — | — | — | — | — | — |
(1) | This option was granted under the 1997 Stock Option Plan, has an exercise price equal to 125% of the fair market value of the Company’s common stock on the grant date and vests and becomes exercisable as follows: 30% of the option shares vest after three years, and an additional 10% of the option shares vest each year after that, such that the option becomes fully vested after 10 years, provided that the Mr. Gupta continues to be employed by the Company. To receive the options, Mr. Gupta was also required to purchase at fair market value, on or around the grant date, a number of shares of the Company’s common stock equal to 10% of the shares covered by the options, and is required to hold those shares for a period of at least one year. |
(2) | Potential realizable value is based on an assumption that the market price of the underlying security appreciates at the annual rate shown (compounded annually) from the date of grant until the end of the option term. These numbers are calculated based on the requirements promulgated by the SEC and do not reflect the Company’s estimate of future stock price growth. |
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Number of Securities | Value of Unexercised | |||||||||||||||||||||||
Underlying Unexercised | In-the-Money Options at | |||||||||||||||||||||||
Shares | Options at 12/31/05(#) | 12/31/05($)(1) | ||||||||||||||||||||||
Acquired on | Value | |||||||||||||||||||||||
Name | Exercise(#) | Realized($) | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
Vinod Gupta | -0- | $ | -0- | 2,010,407 | 789,593 | $ | 4,318,796 | $ | 718,204 | |||||||||||||||
Ray Butkus | 31,249 | 148,067 | -0- | -0- | -0- | -0- | ||||||||||||||||||
Edward C. Mallin | 8,000 | 35,138 | 48,122 | 21,878 | 101,845 | 57,755 | ||||||||||||||||||
Monica Messer | -0- | -0- | 293,787 | 80,213 | 516,499 | 186,821 | ||||||||||||||||||
D.J. Thayer | 21,876 | 74,609 | 11,199 | 12,031 | 31,581 | 33,927 | ||||||||||||||||||
Fred Vakili | 20,000 | 80,140 | 42,145 | 13,855 | 142,159 | 39,071 |
(1) | Based on the closing market price of $10.93 per share of common stock on December 30, 2005. |
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RESOLVED:That Section 3 of Article III of the Company’s Bylaws be amended by adding the following provision at the end thereof: |
provided,however, that the Board of Directors shall be prohibited from (i) designating any person to fill a vacancy occurring on the Board of Directors for whatever reason, whether by expansion of the size of the Board or otherwise, or (ii) nominating any person to stand for election as a director of the Company, whether at an annual or special meeting of shareholders or in a written consent solicitation in lieu of a meeting, if such person (x) was previously nominated by the Board of Directors to stand for election as a director, whether at an annual or special meeting of shareholders or in a written consent solicitation in lieu of a meeting, and (y) failed to be elected by shareholders at such meeting or in such consent solicitation, such prohibition to continue for a period of three years from the date of the meeting, or of the effectiveness of the consent solicitation, at or in which such person was previously nominated for election. |
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BY ORDER OF THE BOARD OF DIRECTORS |
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Business Address of Participant/ | ||||
Name and Principal Occupation | Address of Employer | Principal Business of Employer | ||
Vinod Gupta, Chairman of the Board and Chief Executive Officer,infoUSA Inc. | infoUSA Inc. 5711 South 86th Circle Omaha, Nebraska 68127 | Business and consumer information provider | ||
Dr. George F. Haddix, Chairman and Chief Executive Officer of PKW Holdings, Inc. and PKWARE, INC. | PKW Holdings, Inc. PKWARE, INC. 648 N Plankinton Ave, Suite 220 Milwaukee, Wisconsin 53203 | Computer software | ||
Dr. Vasant H. Raval, Professor and Chair, Department of Accounting, Creighton University | Creighton University Eppley Building BA449 Omaha, Nebraska 68178 | Higher education | ||
Bill L. Fairfield, Chairman, Dreamfield Capital Ventures LLC | Dreamfield Capital Ventures, LLC 206 Fairacres Road Omaha, Nebraska 68132 | Equity venture capital | ||
Anshoo S. Gupta, President of JAG Operations, L.L.C. | JAG Operations, L.L.C. P.O. Box 94323 Las Vegas, Nevada 89193 | Management consulting | ||
Elliot S. Kaplan, Senior Partner, Robins, Kaplan, Miller & Ciresi L.L.P. | Robins, Kaplan, Miller & Ciresi L.L.P. 2800 LaSalle Plaza 800 LaSalle Avenue Minneapolis, Minnesota 55402 | Legal services | ||
Martin F. Kahn, Managing Director, Cadence Information Associates L.L.C. | Cadence Information Associates L.L.C. 152 W 57th St., 23rd Fl. New York, New York 10019 | Venture capital and investment advisory services | ||
Bernard W. Reznicek, President and Chief Executive Officer, Premier Enterprises | Premier Enterprises 1524 North 141th Avenue Omaha, Nebraska 68154 | Residential real estate development and investment | ||
Dennis P. Walker, President and Chief Executive Officer, Jet Linx Aviation | Jet Linx Aviation Eppley Airfield 3910 Amelia Earhart Drive Omaha, Nebraska 68110 | Air transportation | ||
Fred Vakili, Executive Vice President, Chief Administrative Officer, and Secretary | infoUSA Inc. 5711 South 86th Circle Omaha, Nebraska 68127 | Business and consumer information provider | ||
Stormy Dean, Chief Financial Officer | infoUSA Inc. 5711 South 86th Circle Omaha, Nebraska 68127 | Business and consumer information provider |
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Name | Description of Transactions | |
Vinod Gupta | Mr. Gupta purchased shares of the Company’s common stock as follows: 10,000 shares on January 21, 2004; 5,000 shares on January 29, 2004; 400,000 shares on April 20, 2004 (option exercise); 1,246 shares on August 11, 2004; 8,754 shares on August 12, 2004; 50,000 shares on March 10, 2005; 11,000 shares on March 14, 2005; and 1,200,000 shares on March 30, 2006 (option exercise). Mr. Gupta currently owes $13,773,362 to commercial lenders relating to the exercise of options on April 20,2004 and March 30, 2006. On June 15, 2005, Mr. Gupta’s spouse exercised an option covering 10,000 shares. | |
Dr. George F. Haddix | On May 7, 2004, Mr. Haddix exercised options covering 37,000 shares, and on February 6, 2006, Mr. Haddix exercised options covering 10,000 shares. | |
Dr. Vasant H. Raval | On each of November 1, 2004 and March 23, 2006, Dr. Raval exercised options covering 2,000 shares. | |
Elliot S. Kaplan | On June 22, 2004, Mr. Kaplan exercised options covering 12,000 shares, and on October 14, 2004, Mr. Kaplan exercised options covering 15,000 shares. | |
Martin F. Kahn | On February 18, 2005, Mr. Kahn purchased 10,000 shares. | |
Dennis P. Walker | On January 28, 2005, Mr. Walker exercised options covering 10,000 shares. | |
Fred Vakili | Mr. Vakili exercised options covering 20,000 shares on March 18, 2005 and options covering 21,000 shares on February 3, 2006. | |
Stormy Dean | Mr. Dean purchased 1,000 shares on December 17, 2004, and purchased 1,641 shares in 2005 through the Company’s 401(k) plan. |
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1. | Statement of Principles. |
2. | Delegation. |
3. | Audit Services. |
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4. | Audit-related Services. |
5. | Tax Services. |
6. | All Other Services. |
7. | De Minimis Exception. |
8. | Prohibited Non-Audit Services. |
9. | Pre-Approval Fee Levels or Budgeted Amounts. |
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10. | Procedures. |
• | Bookkeeping or other services related to the accounting records or financial statements of the audit client | |
• | Financial information systems design and implementation | |
• | Appraisal or valuation services, fairness opinions orcontribution-in-kind reports | |
• | Actuarial services | |
• | Internal audit outsourcing services | |
• | Management functions | |
• | Human resources | |
• | Broker-dealer, investment adviser or investment banking services | |
• | Legal services | |
• | Expert services unrelated to the audit |
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Preliminary Copy
infoUSA INC.
ANNUAL MEETING OF STOCKHOLDERS
Friday, May 26, 2006
9:00 a.m.
at: 4001 South Business Park Avenue
Marshfield, Wisconsin 54449
infoUSA Inc. | proxy | |
5711 South 86th Circle, Omaha, Nebraska 68127 |
This proxy is solicited by the Board of Directors for use at the Annual Meeting of Stockholders ofinfoUSA Inc. (the “Company”) to be held on May 26, 2006 or any adjournments thereof.
The shares of the Company’s Common Stock you hold as of the record date on April 4, 2006 will be voted as you specify below.
By signing the proxy, you revoke all prior proxies and appoint Fred Vakili and Stormy Dean, or either of them, as proxies with full power of substitution, to vote all shares of Common Stock of the Company of record in the name of the undersigned at the close of business on April 4, 2006 at the Annual Meeting of Stockholders.
The undersigned stockholder hereby acknowledges receipt of the Notice of the Annual Meeting of Stockholders and Proxy Statement for the Annual Meeting to be held on May 26, 2006.
See reverse for voting instructions.
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ò Please detach here ò
The Board of Directors Recommends a Vote FOR Proposal 1 and AGAINST Proposal 2. | |||||||||||||||||||||||||
1. | Election of directors (with | 01 | Vinod Gupta | o | Vote FOR | o | Vote WITHHELD | ||||||||||||||||||
terms expiring 2009): | 02 | Dr. George F. Haddix | all nominees | from all nominees | |||||||||||||||||||||
03 | Dr. Vasant H. Raval | (except as marked) | |||||||||||||||||||||||
(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. | Stockholder proposal, if properly presented at the Annual | o | For | o | Against | o | Abstain | ||||||||||||||||||
Meeting, to approve the amendment of the Company’s Bylaws to limit nomination of director candidates by the Board of Directors. |
Indicate changes below:
Date | |||
Signature(s) in Box Please sign exactly as your name(s) appear on the proxy. If held in joint tenancy, all persons must sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the proxy. | |||