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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ | |
Filed by a Party other than the Registrant o | |
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 Pursuant to §240.14a-12 |
The Men’s Wearhouse, 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: |
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: |
SEC 1913 (02-02) | Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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(1) To elect eight directors of the Company to hold office until the next Annual Meeting of Shareholders or until their respective successors are duly elected and qualified; and | |
(2) To transact such other business as may properly come before the meeting or any adjournment thereof. |
By Order of the Board of Directors | |
Michael W. Conlon | |
Secretary |
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Director | ||||||||||
Name | Age | Position with the Company | Since | |||||||
George Zimmer | 57 | Chairman of the Board and Chief Executive Officer | 1974 | |||||||
David H. Edwab | 51 | Vice Chairman of the Board | 1991 | |||||||
Rinaldo S. Brutoco | 59 | Director | 1992 | |||||||
Michael L. Ray, Ph.D. | 67 | Director | 1992 | |||||||
Sheldon I. Stein | 52 | Director | 1995 | |||||||
Kathleen Mason | 56 | Director | 2001 | |||||||
Deepak Chopra, M.D. | 60 | Director | 2004 | |||||||
William B. Sechrest | 63 | Director | 2004 |
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• | shall not have been employed by the Company as an executive officer in the past ten years. | |
• | is not an executive officer or director, or a person serving in a similar capacity with, nor an owner of more than 1% of the equity of, a significant customer, supplier or service provider to the Company. For purposes hereof, significant shall mean circumstances where during the past fiscal year the business with the customer, supplier or service provider equaled or exceeded either 1% of the revenue thereof or 1% of the revenue of the Company. | |
• | is not personally the accountant, lawyer or financial advisor for compensation to any executive officer of the Company. | |
• | is not a trustee, director or officer of any charitable organization that received contributions during the past fiscal year aggregating $100,000 or more from the Company. | |
• | has not within the last three years engaged in a transaction with the Company required to be disclosed in the Company’s proxy statement pursuant to Subpart 229.400 of Regulation S-K of the Rules and Regulations of the Securities and Exchange Commission. | |
• | is not a father, mother, wife, husband, daughter, son,father-in-law,mother-in-law,daughter-in-law orson-in-law of a person who would not meet the foregoing qualifications. |
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AUDIT COMMITTEE | |
William B. Sechrest,Chairman | |
Rinaldo S. Brutoco | |
Kathleen Mason |
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% of | |||||||||
Number | Outstanding | ||||||||
Name | of Shares | Shares | |||||||
PRIMECAP Management Company | 4,625,632 | (1) | 8.6 | ||||||
225 South Lake Avenue #400 | |||||||||
Pasadena, California 91101 | |||||||||
FMR Corp. | 3,740,210 | (2) | 7.1 | ||||||
82 Devonshire Street | |||||||||
Boston, Massachusetts 02109 | |||||||||
Vanguard HorizonFunds-Vanguard Capital Opportunity Fund | 3,600,000 | (3) | 6.8 | ||||||
100 Vanguard Blvd. | |||||||||
Malvern, Pennsylvania 19355 | |||||||||
George Zimmer(4) | 4,312,865 | (5)(6)(7) | 8.1 | ||||||
David H. Edwab | 115,793 | (6)(7)(8)(9) | * | ||||||
Rinaldo S. Brutoco | 6,750 | (10) | * | ||||||
Sheldon I. Stein | 34,500 | (11) | * | ||||||
Michael L. Ray, Ph.D. | 9,000 | (12) | * | ||||||
Kathleen Mason | 21,000 | (13) | * | ||||||
Deepak Chopra, M.D. | 7,500 | (14) | * | ||||||
William B. Sechrest | 7,500 | (14) | * | ||||||
Charles Bresler, Ph.D. | 53,343 | (7)(15) | * | ||||||
Douglas S. Ewert | 70,747 | (7)(16) | * | ||||||
Neill P. Davis | 28,940 | (7)(17) | * | ||||||
All executive officers and directors as a group (19 Persons) | 5,722,122 | (5)(6)(7)(8)(18) | |||||||
(19)(20)(21) | 10.7 |
* | Less than 1% |
(1) | Based on a Schedule 13G filed on February 14, 2006, PRIMECAP Management Company has sole voting power with respect to 967,582 of these shares, neither sole nor shared voting power with respect to the remainder of these shares and sole dispositive power with respect to all of these shares. | |
(2) | Based on a Schedule 13G filed on February 14, 2006, FMR Corp. has sole voting power with respect to 325,610 of these shares. Edward C. Johnson 3d and FMR Corp., through its control of Fidelity, and the funds each have sole power to dispose of the 3,583,810 shares owned by the Funds, but neither FMR Corp. nor Edward C. Johnson 3d, Chairman of FMR Corp., has the sole power to vote or direct the voting of the shares owned directly by the Fidelity Funds, which power resides with the Funds’ Boards of Trustees. Fidelity Management Trust Company, awholly-owned subsidiary of FMR Corp., is the beneficial owner of 155,700 of these shares or 0.0295% of the outstanding common stock of the Company. Edward C. Johnson 3d and FMR Corp., through its control of Fidelity Management Trust Company, each has sole dispositive power over 155,700 of these shares and sole power to vote or to the direct the voting of 155,700 of these shares. Fidelity International Limited (“FIL”) is the beneficial owner of 700 of these shares or .001% of the outstanding common stock of the Company. A partnership controlled predominantly by members of the family of Edward C. Johnson 3d, Chairman of FMR Corp. and FIL, or trusts for their benefit, owns shares of FIL voting stock with the right to cast approximately |
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38% of the total votes which may be cast by all holders of FIL voting stock. FMR Corp. and FIL are separate and independent corporate entities, and their Boards of Directors are generally composed of different individuals. | ||
(3) | Based on a Schedule 13G filed on February 13, 2006, VanguardHorizonFunds-Vanguard Capital Opportunity Fund has sole voting power with respect to all of these shares and neither sole nor shared dispositive power with respect to any of these shares. | |
(4) | The business address of the shareholder is 40650 Encyclopedia Circle, Fremont, California94538-2453. | |
(5) | Includes 4,246,925 shares held by George Zimmer in his capacity as trustee for the George Zimmer 1988 Living Trust. | |
(6) | Excludes 91,035 shares held by The Zimmer Family Foundation with respect to which this officer and director has shared voting and dispositive power but with regard to which such officer and director disclaims beneficial ownership. | |
(7) | Includes 65,940 shares, 2,372 shares, 843 shares, 464 shares, 330 shares and 119,566 shares, respectively, allocated to The Men’s Wearhouse, Inc. Employee Stock Plan (the “ESP”) accounts of Messrs. George Zimmer, David Edwab, Charles Bresler, Douglas Ewert and Neill Davis and to certain executive officers included in all executive officers and directors of the Company as a group, under the ESP. The ESP provides that participants have voting power with respect to these shares but do not have investment power over these shares. | |
(8) | Includes 1,622 shares held by David H. Edwab in his capacity as trustee of the David H. Edwab and Mary Margaret Edwab Family Trust and 96,800 restricted stock shares. | |
(9) | Includes 15,000 shares that may be acquired within 60 days upon exercise of stock options. |
(10) | Includes 1,500 restricted shares and 1,500 shares that may be acquired within 60 days upon the exercise of stock options. |
(11) | Includes 4,500 restricted shares and 30,000 shares that may be acquired within 60 days upon the exercise of stock options. |
(12) | Includes 1,500 restricted shares and 7,500 shares that may be acquired within 60 days upon the exercise of stock options. |
(13) | Includes 4,500 restricted shares and 16,500 shares that may be acquired within 60 days upon the exercise of stock options. |
(14) | Includes 4,500 restricted shares and 3,000 shares that may be acquired within 60 days upon the exercise of stock options. |
(15) | Includes 45,000 restricted shares. |
(16) | Includes 55,000 restricted shares, 9,000 shares that may be acquired within 60 days upon the exercise of stock options and 1,466 shares allocated to the account of Mr. Ewert under The Men’s Wearhouse, Inc. 401(k) Savings Plan. |
(17) | Includes 3,000 restricted shares, 8,999 shares that may be acquired within 60 days upon the exercise of stock options and 156 shares allocated to the account of Mr. Davis under The Men’s Wearhouse, Inc. 401(k) Savings Plan. |
(18) | Includes 173,751 shares that may be acquired within 60 days upon the exercise of stock options. |
(19) | Includes 4,150 shares allocated to the 401(k) Savings Plan accounts of certain executive officers of the Company. The 401(k) Savings Plan provides that participants have voting and investment power over these shares. |
(20) | Includes 500 shares allocated to the Employee Stock Discount Plan (the “ESDP”) accounts of certain executive officers of the Company. The ESDP provides that participants have voting power with respect to these shares and investment power over these shares. |
(21) | Includes 6,675 shares held by family members of certain executive officers and directors of the Company. |
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Executive | ||||||||||
Officer | ||||||||||
Name | Age | Position with the Company | Since | |||||||
George Zimmer | 57 | Chairman of the Board and Chief Executive Officer | 1974 | |||||||
David H. Edwab | 51 | Vice Chairman of the Board | 1991 | |||||||
Charles Bresler, Ph.D. | 57 | President | 1993 | |||||||
Neill P. Davis | 49 | Executive Vice President, Chief Financial Officer, Treasurer and Principal Financial Officer | 1997 | |||||||
Douglas S. Ewert | 42 | Executive Vice President and Chief Operating Officer | 2000 | |||||||
Pasquale De Marco | 45 | President — Moores Retail Group Inc. | 2003 | |||||||
Christopher M. Zender | 42 | President — K&G Men’s Company | 2004 | |||||||
Gary G. Ckodre | 56 | Senior Vice President — Chief Compliance Officer | 1992 | |||||||
James E. Zimmer | 54 | Senior Vice President — Merchandising | 1975 | |||||||
Diana M. Wilson | 58 | Senior Vice President — Chief Accounting Officer and Principal Accounting Officer | 2003 | |||||||
Scott K. Waltz | 42 | Senior Vice President — Chief Marketing Officer | 2004 | |||||||
William C. Silveira | 48 | Executive Vice President — Manufacturing | 2006 | |||||||
Jerry L. Lovejoy | 52 | Vice President and General Counsel | 2003 |
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Long Term | |||||||||||||||||||||||||||||
Annual Compensation | Compensation Awards | ||||||||||||||||||||||||||||
Other Annual | Restricted | Securities | All Other | ||||||||||||||||||||||||||
Compensation | Stock Unit | Underlying | Compensation | ||||||||||||||||||||||||||
Name and Principal Position | Year | Salary($)(1) | Bonus($)(2) | ($)(3) | Awards($)(7) | Options(11) | ($)(12) | ||||||||||||||||||||||
George Zimmer | 2005 | 420,000 | 166,000 | 789,595 | (4) | — | — | 662 | |||||||||||||||||||||
Chairman of the Board and | 2004 | 428,077 | 166,000 | 693,157 | (4) | — | — | 403 | |||||||||||||||||||||
Chief Executive Officer | 2003 | 420,000 | 80,000 | 687,947 | (5) | — | — | 363 | |||||||||||||||||||||
David H. Edwab | 2005 | 560,000 | — | 106,194 | (6) | 2,904,000 | (8) | — | 1,062 | (13) | |||||||||||||||||||
Vice Chairman of the Board | 2004 | 570,769 | 300,000 | 108,126 | (6) | — | — | 803 | (13) | ||||||||||||||||||||
2003 | 560,000 | 300,000 | 149,233 | (6) | — | — | 363 | ||||||||||||||||||||||
Charles Bresler, Ph.D. | 2005 | 408,461 | 200,000 | — | 1,457,925 | (9) | — | 1,062 | (13) | ||||||||||||||||||||
President | 2004 | 339,565 | 166,000 | — | — | — | 803 | (13) | |||||||||||||||||||||
2003 | 335,458 | 120,000 | — | — | — | 763 | (13) | ||||||||||||||||||||||
Douglas S. Ewert | 2005 | 384,615 | 200,000 | — | 1,457,925 | (9) | — | 1,062 | (13) | ||||||||||||||||||||
Executive Vice President | 2004 | 302,692 | 72,745 | — | — | 36,000 | 803 | (13) | |||||||||||||||||||||
and Chief Operating Officer | 2003 | 279,135 | 72,250 | — | — | 15,000 | 763 | (13) | |||||||||||||||||||||
Neill P. Davis | 2005 | 344,615 | 205,739 | — | 166,620 | (10) | — | 1,062 | (13) | ||||||||||||||||||||
Executive Vice President, | 2004 | 319,500 | 170,131 | — | — | 60,000 | 803 | (13) | |||||||||||||||||||||
Chief Financial Officer and | 2003 | 304,962 | 143,190 | — | — | 52,500 | 763 | (13) | |||||||||||||||||||||
Principal Financial Officer |
(1) | Represents salary for 52 weeks in fiscal years 2003 and 2005 and 53 weeks in fiscal year 2004. |
(2) | Represents bonus paid relating to services performed in the indicated fiscal year. |
(3) | Unless otherwise set forth, excludes perquisites and other benefits because the aggregate amount of such compensation was the lesser of $50,000 or 10% of the total annual salary and bonus reported for the named executive officer. |
(4) | Includes $608,133 and $605,337 paid in 2005 and 2004, respectively, in connection with insurance premiums (see “Split-Dollar Life Insurance Agreements”) and $181,462 and $87,820 in 2005 and 2004, respectively, in incremental cost associated with Mr. Zimmer’s personal use of the corporate aircraft. |
(5) | Represents amount paid in connection with insurance premiums (see “Split-Dollar Life Insurance Agreements”). |
(6) | Includes $62,466, $62,466 and $113,159 paid to Mr. Edwab in 2005, 2004 and 2003, respectively, in connection with insurance premiums (see “Split-Dollar Life Insurance Agreements”) and $43,728, $45,660 and $36,074 paid in 2005, 2004 and 2003, respectively, as perquisites under his employment agreement. |
(7) | Represents the dollar value of the award of restricted stock or deferred stock units issued to the named executive officer. The dollar value is calculated by multiplying the closing market price of the Company’s common stock on the date of grant by the number of shares or units awarded. |
(8) | During 2005 and in connection with the amendment of his Employment Agreement, Mr. Edwab was issued an award of 96,800 shares of restricted stock valued as of the end of the fiscal year at $3,353,152. The award vests with respect to 20% of the shares initially covered thereby on each of February 6, 2007, 2008, 2009, 2010 and 2011. At the same time, Mr. Edwab agreed to the cancellation of options to purchase 165,000 shares of Common Stock that had been granted to him in 2000 and 2002 (see “Employment Agreement”). |
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(9) | During 2005, Mr. Bresler and Mr. Ewert were each issued an award of 52,500 deferred stock units valued as of the end of the fiscal year at $1,818,600. The awards vest with respect to 7,500 of the units initially covered thereby on each of April 13, 2006, 2007, 2008, 2009, 2010, 2011 and 2012. |
(10) | During 2005, Mr. Davis was issued an award of 6,000 deferred stock units valued as of the end of the fiscal year at $207,840. The award vests with respect to 50% of the units initially covered thereby on each of April 13, 2006 and 2007. |
(11) | Represents number of options granted to the named executive officer. |
(12) | Represents the amount of the Company’s contribution to the ESP allocated in the indicated year to the account of the named executive officer. |
(13) | Also includes $400, $400 and $400 of the Company’s matching contributions to the 401(k) Savings Plan allocated in 2005, 2004 and 2003, respectively, to the account of the named executive officer. |
• | for the period to and including February 6, 2006, pay Mr. Edwab an annual base salary of $560,000 plus $40,000 per year for reimbursement of various business related expenses, including automobile and club membership expenses, and, thereafter, pay Mr. Edwab an annual base salary of $300,000; | |
• | provide disability and medical insurance coverage and certain other benefits provided to other employees, excluding, however, (i) the Company’s annual cash bonus program for executive officers and (ii) grants and awards under the Company’s key employee equity incentive plans, awards under which, if any, shall be wholly at the discretion of the Company; and | |
• | make the premium payments on the insurance policies referred to and covered by the split-dollar life insurance agreement between the Company and Mr. Edwab (see discussion of “Split-Dollar Life Insurance Agreements” below) as additional compensation with an additional payment to cover the taxes due on such compensation. |
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• | George Zimmer and James E. Zimmer are not eligible to participate in the 1996 Plan and the 1998 Option Plan; and | |
• | no executive officers of the Company may participate in the 1998 Option Plan. |
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Number of Securities | Value of Unexercised | |||||||||||||||
Shares | Underlying Unexercised | In-the-Money | ||||||||||||||
Acquired on | Value | Options at Year End | Options at Year End($) | |||||||||||||
Name | Exercise | Realized($) | Exercisable/Unexercisable | Exercisable/Unexercisable | ||||||||||||
George Zimmer | — | — | — | — | ||||||||||||
David H. Edwab | 247,500 | 5,607,833 | 0/15,000 | 0/283,350 | ||||||||||||
Charles Bresler, Ph.D. | 77,625 | 793,050 | 0/202,500 | 0/4,051,725 | ||||||||||||
Douglas S. Ewert | 36,375 | 518,242 | 0/63,000 | 0/1,251,466 | ||||||||||||
Neill P. Davis | 21,745 | 388,550 | 1,499/139,506 | 30,580/2,987,955 |
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02/03/01 | 02/02/02 | 02/01/03 | 01/31/04 | 01/29/05 | 01/28/06 | |||||||||||||||||||
Company | 100.00 | 67.96 | 43.54 | 72.37 | 100.84 | 161.47 | ||||||||||||||||||
Dow Jones US Apparel Retailers | 100.00 | 86.87 | 75.37 | 100.72 | 121.87 | 139.03 | ||||||||||||||||||
NYSE Composite Index | 100.00 | 85.03 | 68.01 | 87.78 | 100.47 | 129.82 |
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Compensation Philosophy and Overall Objectives of Executive Compensation Programs |
• | Provide a competitive total compensation package that enables the Company to retain key executives. | |
• | Integrate pay programs with the Company’s annual and long-term business objectives and strategy, and focus executive behavior on the fulfillment of those objectives. | |
• | Provide variable compensation opportunities that are directly linked to the performance of the Company and that align executive remuneration with the interests of shareholders. |
Executive Compensation Program Components |
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Discussion of 2005 Compensation for the Chief Executive Officer |
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Summary |
COMPENSATION COMMITTEE | |
Sheldon I. Stein,Chairman | |
William B. Sechrest | |
Kathleen Mason |
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Fiscal Year | ||||||||
2005 | 2004 | |||||||
Audit Fees(1) | $ | 996,000 | $ | 1,360,800 | ||||
Audit Related Fees(2) | 41,000 | 39,700 | ||||||
Tax Fees(3) | 108,000 | 740,400 | ||||||
All Other Fees(4) | 75,100 | 22,200 | ||||||
$ | 1,220,100 | $ | 2,163,100 | |||||
(1) | Audit fees consist of audit work performed in connection with the annual financial statements, assessment of the Company’s internal control over financial reporting, the reviews of unaudited quarterly financial statements as well as work generally only the independent auditor can reasonably provide, such as consents, comfort letters and review of documents filed with the Securities and Exchange Commission. |
(2) | Audit related services represent fees for audits of the Company’s employee benefit plans. |
(3) | Tax services include fees for a variety of federal, state and international tax consulting projects and tax compliance services, including fixed fee payments for certain previously contingent fee arrangements. |
(4) | These fees for other services consist of general tax compliance software licensing. |
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PROXY | PROXY |
THE MEN’S WEARHOUSE, INC.
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 21, 2006
(Continued and to be signed on the reverse side)
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ANNUAL MEETING OF SHAREHOLDERS OF
THE MEN’S WEARHOUSE, INC.
June 21, 2006
your proxy card in the
envelope provided as soon
as possible.
êPlease detach along perforated line and mail in the envelope provided.ê
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HEREx
1. | Election of Directors: |
NOMINEES: | ||||||
o | FOR ALL NOMINEES | m m m | George Zimmer David H. Edwab Rinaldo S. Brutoco | |||
o | WITHHOLD AUTHORITY FOR ALL NOMINEES | m m m | Michael L. Ray, Ph.D. Sheldon I. Stein Kathleen Mason | |||
o | FOR ALL EXCEPT (See instructions below) | m m | Deepak Chopra, M.D. William B. Sechrest |
| ||
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 shown here:l |
| ||
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 |
2. | In their discretion, the above-named proxies are authorized to vote upon such other matters as may properly come before the meeting or any adjournment thereof and upon matters incident to the conduct of the meeting. | |||||||
This Proxy will be voted as directed. IF NOT OTHERWISE SPECIFIED, THE SHARES WILL BE VOTED FOR EACH OF THE NOMINEES LISTED HEREIN. As noted in the accompanying proxy statement, receipt of which is hereby acknowledged, if any of the listed nominees becomes unavailable for any reason and authority to vote for election of directors is not withheld, the shares will be voted for another nominee or other nominees to be selected by the Nominating and Corporate Governance Committee. | ||||||||
PLEASE MARK, SIGN, DATE AND RETURN IMMEDIATELY. |
Signature of Shareholder | Date: | Signature of Shareholder | 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. |
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o FOR all nominees listed, except as indicated to the contrary below | o WITHHOLD AUTHORITY to vote for election of all nominees |
Nominees: | George Zimmer, David H. Edwab, Rinaldo S. Brutoco, Michael L. Ray, Ph.D., Sheldon I. Stein, Kathleen Mason, Deepak Chopra, M.D. and William B. Sechrest. |
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT PERSON’S NAME IN THE SPACE PROVIDED BELOW.) |
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Dated | , 2006 | |||||
Signature of Shareholder |
Your signature should correspond with your name as it appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please set forth your full title as it appears hereon. | ||
PLEASE MARK, SIGN, DATE AND | ||
RETURN IMMEDIATELY |
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o FOR all nominees listed, except as indicated to the contrary below | o WITHHOLD AUTHORITY to vote for election of all nominees |
Nominees: | George Zimmer, David H. Edwab, Rinaldo S. Brutoco, Michael L. Ray, Ph.D., Sheldon I. Stein, Kathleen Mason, Deepak Chopra, M.D. and William B. Sechrest. |
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT PERSON’S NAME IN THE SPACE PROVIDED BELOW.) |
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Dated | , 2006 | |||||
Signature of Shareholder |
Your signature should correspond with your name as it appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please set forth your full title as it appears hereon. | ||
PLEASE MARK, SIGN, DATE AND | ||
RETURN IMMEDIATELY |
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o FOR all nominees listed, except as indicated to the contrary below | o WITHHOLD AUTHORITY to vote for election of all nominees |
Nominees: | George Zimmer, David H. Edwab, Rinaldo S. Brutoco, Michael L. Ray, Ph.D., Sheldon I. Stein, Kathleen Mason, Deepak Chopra, M.D. and William B. Sechrest. |
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT PERSON’S NAME IN THE SPACE PROVIDED BELOW.) |
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Dated | , 2006 | |||||
Signature of Shareholder |
Your signature should correspond with your name as it appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please set forth your full title as it appears hereon. | ||
PLEASE MARK, SIGN, DATE AND | ||
RETURN IMMEDIATELY |