Table of Contents
OMB APPROVAL | ||||
OMB Number: | 3235-0059 | |||
Expires: | 1/31/2008 | |||
Estimated average burden hours per response | 12.75 |
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
Filed by the Registrant x | |
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)) | |
x Definitive Proxy Statement | |
o Definitive Additional Materials | |
o Soliciting Material Pursuant to §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
HANOVER COMPRESSOR COMPANY
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x 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 (01-05) | 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. |
Table of Contents
![(Hanover Logo)](https://capedge.com/proxy/DEF 14A/0000950129-05-003651/h23970h2397025.gif)
(1) | to elect nine directors to serve until the next Annual Meeting of Stockholders or until their successors are duly elected and qualified; | |
(2) | to ratify the reappointment of PricewaterhouseCoopers LLP as Hanover Compressor Company’s independent registered public accounting firm for fiscal year 2005; and | |
(3) | to transact such other business as may properly come before the meeting. |
By Order of the Board of Directors, | |
![]() | |
Victor E. Grijalva | |
Chairman of the Board |
1 | |||||
1 | |||||
1 | |||||
1 | |||||
2 | |||||
3 | |||||
4 | |||||
4 | |||||
5 | |||||
5 | |||||
5 | |||||
5 | |||||
6 | |||||
6 | |||||
7 | |||||
7 | |||||
8 | |||||
11 | |||||
11 | |||||
11 | |||||
13 | |||||
13 | |||||
13 | |||||
17 | |||||
19 | |||||
23 | |||||
24 | |||||
24 | |||||
24 | |||||
26 |
Table of Contents
1. | To elect nine directors to serve until the next Annual Meeting of Stockholders or until their successors are duly elected and qualified; | |
2. | To ratify the reappointment of PricewaterhouseCoopers LLP as Hanover Compressor Company’s independent registered public accounting firm for fiscal year 2005; and | |
3. | To transact such other business as may properly come before the meeting. |
Table of Contents
2
Table of Contents
3
Table of Contents
4
Table of Contents
Audit Committee |
Finance Committee |
5
Table of Contents
Nominating and Corporate Governance Committee |
Management Development and Compensation Committee |
6
Table of Contents
7
Table of Contents
Number of Shares | Approximate | ||||||||
Name | Beneficially Owned | Percent of Class | |||||||
Eastbourne Capital Management, L.L.C. and Richard J. Barry | 5,312,200 | (1) | 6.1 | % | |||||
1101 Fifth Avenue, Suite 160 San Rafael, California 94901 | |||||||||
Dimensional Fund Advisors Inc. | 5,640,055 | (2) | 6.5 | % | |||||
1299 Ocean Avenue, 11th Floor Santa Monica, California 90401 | |||||||||
Schlumberger Limited | 8,707,693 | (3) | 10.0 | % | |||||
153 East 53rd Street, 57th Floor New York, New York 10022 | |||||||||
Shapiro Capital Management Company, Inc. | 6,682,707 | (4) | 7.7 | % | |||||
3060 Peachtree Road, Suite 1555 N.W. Atlanta, Georgia 30305 | |||||||||
T. Rowe Price Associates, Inc. | 4,743,700 | (5) | 5.5 | % | |||||
100 East Pratt Street Baltimore, Maryland 21202 | |||||||||
I. Jon Brumley | 45,638 | (6)(7) | * | ||||||
Ted Collins, Jr. | 355,269 | (6)(7)(8) | * | ||||||
Margaret K. Dorman | 10,000 | (6)(7) | * | ||||||
Robert R. Furgason | 28,638 | (6)(7)(9) | * | ||||||
Victor E. Grijalva | 178,000 | (6)(7) | * | ||||||
Gordon T. Hall | 66,238 | (6)(7) | * | ||||||
Stephen M. Pazuk | 10,000 | (6)(7) | * | ||||||
Alvin V. Shoemaker | 327,594 | (6)(7)(10) | * | ||||||
Chad C. Deaton | 29,904 | (6) | * | ||||||
John E. Jackson | 355,241 | (6)(11)(12) | * | ||||||
Maxwell C. McDonald | 556,619 | (6)(11)(12) | * | ||||||
Steven W. Muck | 38,168 | (6)(11)(12) | * | ||||||
Hilary S. Ware | 56,089 | (6)(11)(12) | * | ||||||
Gary M. Wilson | 38,567 | (6)(11)(12) | * | ||||||
All directors and executive officers as a group (17 persons) | 2,204,534 | (13) | 2.5 | % |
* | Less than one percent |
(1) | Eastbourne Capital Management and Mr. Barry each disclaim beneficial ownership of these shares except to the extent of their respective pecuniary interest therein. Eastbourne and Mr. Barry are filing jointly as a group, but disclaim membership in a group, within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended. Eastbourne Capital Management and |
8
Table of Contents
Mr. Barry share voting and investment power with respect to all shares shown as beneficially owned by them. | ||
(2) | Dimensional Fund Advisors Inc. (“Dimensional”), an investment advisor registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager to certain other commingled group trusts and separate accounts. These investment companies, trusts and accounts are the “Funds.” In its role as investment advisor or manager, Dimensional possesses investment and/or voting power over the securities of the Company that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the Company held by the Funds. However, all securities reported in the table above are owned by the Funds. Dimensional disclaims beneficial ownership of such securities. | |
(3) | Includes (i) 6,911,231 shares of the Common Stock owned by Schlumberger Technology Corporation, (ii) 1,430,304 shares of the Common Stock owned by Schlumberger Surenco, S.A., and (iii) 366,158 shares of the Common Stock owned by Schlumberger Oilfield Holdings, Limited. Schlumberger Limited, as the direct or indirect owner of all these entities, may be deemed to beneficially own all 8,707,693 shares of Common Stock listed above. | |
(4) | Shapiro Capital Management Company, Inc. is a registered investment adviser under the Investment Advisers Act of 1940. One or more of its advisory clients is the legal owner of the shares reported in the table. Pursuant to the investment advisory agreements with its clients, Shapiro Capital Management has the authority to dispose of the Company’s Common Stock. Some of its clients have the right to receive dividends from the securities that Shapiro Capital Management manages; however, no client has an interest relating to more than 5% of the Company’s Common Stock. Samuel R. Shapiro is president, director and majority stockholder of Shapiro Capital Management Company, Inc. By virtue of his relationship with Shapiro Capital Management, he exercises dispositive power over the 6,552,707 shares held by Shapiro Capital Management. Mr. Shapiro, therefore, may be deemed to have indirect beneficial ownership of the 6,552,707 shares held by Shapiro Capital Management. He has no interest in dividends or proceeds from the sale of such shares, owns no such securities for his own account, and disclaims beneficial ownership of all the shares reported by Shapiro Capital Management. Mr. Shapiro may also be deemed the beneficial owner of 130,000 shares of our Common Stock owned by his wife. | |
(5) | T. Rowe Price Associates, Inc. does not serve as custodian of the assets of any of its clients; accordingly, in each instance only the client or the client’s custodian or trustee bank has the right to receive dividends paid with respect to, and proceeds from the sale of, such securities. The ultimate power to direct the receipt of dividends paid with respect to, and the proceeds from the sale of, such securities, is vested in the individual and institutional clients, which T. Rowe Price Associates serves as investment adviser. Any and all discretionary authority that has been delegated to T. Rowe Price Associates may be revoked in whole or in part at any time. Not more than 5% of the class of such securities is owned by any one client subject to the investment advice of T. Rowe Price Associates. With respect to securities owned by any one of the registered investment companies sponsored by T. Rowe Price Associates, only State Street Bank and Trust Company, as custodian for each of such Funds, has the right to receive dividends paid with respect to, and proceeds from the sale of, such securities. No other person is known to have such right, except that the shareholders of each such Fund participate proportionately in any dividends and distributions so paid. | |
(6) | Includes |
(A) | shares that can be acquired immediately or within 60 days of April 6, 2005, through the exercise of stock options or warrants (where indicated) held by the following: Mr. Brumley (5,638), Mr. Collins (5,638 stock options and 2,095 stock warrants), Ms. Dorman (1,000), Dr. Furgason (5,638), Mr. Grijalva (102,000), Mr. Hall (5,638), Mr. Pazuk (1,000), Mr. Shoemaker (5,638), Mr. Jackson (129,477), Mr. McDonald, (243,683), Mr. Muck (10,980), Ms. Ware (7,978), and Mr. Wilson (2,811); |
9
Table of Contents
(B) | shares held in brokerage accounts as follows: Mr. Brumley (1,000), Mr. Collins (1,000), Ms. Dorman (1,000), Dr. Furgason (1,000), Mr. Grijalva (2,000), Mr. Hall (1,000), Mr. Pazuk (1,000), Mr. Shoemaker (1,000), Mr. Deaton (29,904), Mr. Jackson (7,147), Mr. McDonald (3,398), Mr. Muck (2,493) and Ms. Ware (2,246); and | |
(C) | shares held in the Hanover 401(k) Plan as of December 31, 2004, as follows: Mr. Jackson (149), Mr. McDonald (260), Mr. Muck (116). |
(7) | Includes shares of restricted stock (over which the holder has voting power, but not dispositive power) that |
(A) | vest over a three-year period at the rate of 33% per year beginning on July 21, 2005, the first anniversary of the grant date, as follows: Mr. Brumley (5,000), Mr. Collins (5,000), Ms. Dorman (5,000), Dr. Furgason (5,000), Mr. Grijalva (8,000), Mr. Hall (5,000), Mr. Pazuk (5,000), and Mr. Shoemaker (5,000); |
(B) | vest over a three-year period at the rate of 33% per year, beginning on July 16, 2005, the anniversary of the grate date, as follows: Mr. Brumley (3,000), Mr. Collins (3,000), Dr. Furgason (3,000), Mr. Grijalva (6,000) Mr. Hall (3,000), and Mr. Shoemaker (3,000); and | |
(C) | vest over a three-year period at the rate of 33% per year beginning on February 3, 2006 as follows: Ms. Dorman (3,000) and Mr. Pazuk (3,000). |
(8) | Includes 6,000 shares held in trust for the benefit of Mr. Collins’ two children; Mr. Collins is the trustee of such trust but disclaims beneficial ownership of such shares. | |
(9) | Includes 400 shares owned by Dr. Furgason’s wife. Dr. Furgason disclaims beneficial ownership of these shares. |
(10) | Includes 10,292 shares held by Shoemaker Family Partners L.P. and 10,000 shares held by the Shoemaker 1998 Descendents Trust, both of which Mr. Shoemaker is associated and may be deemed a beneficial owner. |
(11) | Includes shares of performance-based restricted stock, all or a portion of which will vest on September 28, 2007 (subject to the achievement of pre-determined performance objectives) as follows: Mr. Jackson (26,125), Mr. McDonald (9,375), Mr. Muck (10,000), Ms. Ware (10,625) and Mr. Wilson (15,000). |
(12) | Includes shares of restricted stock (over which the holder has voting power and, once vested, dispositive power) that |
(A) | vest over a three-year period at the rate of 33% per year beginning on July 16, 2005, as follows: Mr. Jackson (21,443), Mr. McDonald (8,257), Mr. Muck (6,127) and Ms. Ware (6,740); |
(B) | vest over a three-year period at the rate of 33% per year beginning on July 21, 2005, as follows: Mr. Jackson (70,900), Mr. McDonald (27,500), Mr. Muck (8,000), Ms. Ware (28,500) and Mr. Wilson (12,000); |
(C) | vest over a four-year period at the rate of 25% per year beginning on October 5, 2005, the anniversary of the grant date, as follow: Mr. Jackson (100,000); |
(D) | vest over a two-year period at the rate of 50% per year beginning on April 22, 2005, as follows: Mr. McDonald (646) and Mr. Muck (452); and |
(E) | vest over a four-year period at the rate of 25% per year beginning on May 20, 2005, the anniversary of the grant date, as follows: Mr. Wilson (8,756). |
(13) | Includes the share ownership of all current officers and directors as reflected above in the table. |
10
Table of Contents
Long Term Compensation | |||||||||||||||||||||||||||||
Annual Compensation | Securities | ||||||||||||||||||||||||||||
Restricted | Underlying | ||||||||||||||||||||||||||||
Other Annual | Stock | Options | All Other | ||||||||||||||||||||||||||
Name and Principal Position | Year | Salary | Bonus(1) | Compensation | Awards(1) | (# of Shares) | Compensation | ||||||||||||||||||||||
John E. Jackson(2) | 2004 | $ | 351,097 | $ | 303,400 | — | $ | 2,469,115 | — | $ | 32,999 | ||||||||||||||||||
President and Chief | 2003 | $ | 304,615 | $ | 263,493 | $ | 26,595 | $ | 326,784 | 37,910 | $ | 118,359 | |||||||||||||||||
Executive Officer | 2002 | $ | 281,538 | $ | 240,329 | $ | 38,245 | — | 140,000 | $ | 211,742 | ||||||||||||||||||
Chad C. Deaton(3) | 2004 | $ | 495,810 | — | — | $ | 2,856,043 | — | $ | 6,938 | |||||||||||||||||||
Former President and Chief | 2003 | $ | 540,000 | $ | 447,660 | — | $ | 676,873 | 80,781 | $ | 7,966 | ||||||||||||||||||
Executive Officer | 2002 | $ | 197,308 | $ | 172,125 | — | — | 200,000 | $ | 309 | |||||||||||||||||||
Gary M. Wilson(4) | 2004 | $ | 169,243 | $ | 158,000 | — | $ | 398,417 | 11,244 | $ | 55,572 | ||||||||||||||||||
Senior Vice President, | |||||||||||||||||||||||||||||
General Counsel, and | |||||||||||||||||||||||||||||
Secretary | |||||||||||||||||||||||||||||
Maxwell C. McDonald(5) | 2004 | $ | 200,020 | $ | 56,500 | $ | 13,425 | $ | 420,006 | — | $ | 110,335 | |||||||||||||||||
Vice President— | 2003 | $ | 187,019 | $ | 50,869 | $ | 12,229 | $ | 125,833 | 6,835 | $ | 15,269 | |||||||||||||||||
U.S. Operations | 2002 | $ | 178,365 | $ | 105,000 | $ | 13,244 | $ | 24,509 | 12,222 | $ | 1,652 | |||||||||||||||||
Steven W. Muck(6) | 2004 | $ | 182,521 | $ | 58,000 | — | $ | 205,020 | — | $ | 11,191 | ||||||||||||||||||
Vice President— | 2003 | $ | 175,000 | $ | 53,480 | — | $ | 93,372 | 10,831 | $ | 59,767 | ||||||||||||||||||
International Operations | 2002 | $ | 134,465 | $ | 52,500 | — | $ | 17,130 | 15,456 | $ | 1,652 | ||||||||||||||||||
Hilary S. Ware(7) | 2004 | $ | 200,020 | $ | 64,500 | — | $ | 445,634 | — | $ | 6,102 | ||||||||||||||||||
Vice President — | 2003 | $ | 181,923 | $ | 61,126 | — | $ | 102,710 | 11,914 | $ | 3,337 | ||||||||||||||||||
Human Resources | 2002 | $ | 18,846 | — | — | — | 10,000 | $ | 42 |
(1) | Annual bonus amounts represent amounts earned and accrued during 2004, 2003, and 2002, but paid subsequent to the end of the year. The table provides the value of restricted stock awards on the date of grant. Following is the number and value of the aggregate restricted stock holdings at December 31, 2004, for each of the Named Executive Officers: Mr. Jackson (218,468 shares valued at $3,086,953, Mr. Wilson (35,756 shares valued at $505,232), Mr. McDonald (45,778 shares valued at $646,843), Mr. Muck (24,579 shares valued at $347,301), Ms. Ware (45,865 shares valued at $648,072); Mr. Deaton’s unvested restricted shares were forfeited upon his termination of employment on October 25, 2004. If the Company declares a dividend on shares of the Common Stock, holders of restricted stock will be entitled to receive such dividends whether or not such shares of restricted stock have vested. Holders of restricted stock have voting power and, once vested, dispositive power with respect to such shares. A portion of the restricted stock awards granted in 2004 vest 33% per |
11
Table of Contents
year beginning on the first anniversary of the grant date. The remainder of the restricted stock reported in this table is performance-based, all or a portion of which will vest on September 28, 2007, subject to the achievement of pre-determined performance objectives. For specific information on vesting of restricted stock awards, including performance-based restricted stock, see the footnotes to “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT beginning on page 8.” | |
(2) | The amount set forth under “All Other Compensation” for 2004 includes (i) $6,500 Company match in his account in the Hanover 401(k) Plan (subject to vesting requirements applicable to all participants), (ii) premiums paid by Hanover for group term life and accidental death and disability insurance in the amount of $526, (iii) relocation expenses in the amount of $12,877, and (iv) third party moving expenses in the amount of $13,096. |
(3) | Mr. Deaton terminated his employment with the Company effective October 25, 2004, at which time 295,165 shares of unvested restricted stock awards and 160,586 unvested stock options reported in this table were forfeited. The amount set forth under “All Other Compensation” for 2004 includes (i) $6,500 Company match in his account in the Hanover 401(k) Plan (subject to vesting requirements applicable to all participants) and (ii) the premiums paid by Hanover for group term life and accidental death and disability insurance in the amount of $438. |
(4) | Mr. Wilson joined Hanover in May 2004. The bonus amount of $158,000 includes a signing bonus of $50,000 and a performance bonus of $108,000 for 2004. The amount set forth under “All Other Compensation” for 2004 includes (i) premiums paid by Hanover for group term life and accidental death and disability in the amount of $307, (ii) reimbursement of round trip air travel from U.K. for for him and his family to meet housing and family immigration requirements in the amount of $5,947, (iii) relocation expenses in the amount of $10,000, (iv) third party moving expenses in the amount of $3,521, (v) reimbursement of children’s tuition expense in the amount of $22,194 and (vi) personal travel reimbursement in the amount of $13,603. |
(5) | The amount set forth under “Other Annual Compensation” for 2004 includes a company car and related expenses. The amount set forth under “All Other Compensation” for 2004 includes (i) $4,914 Company match in his account in the Hanover 401(k) Plan (subject to vesting requirements applicable to all participants), (ii) premiums paid by Hanover for group term life and accidental death and disability insurance in the amount of $526, (iii) relocation expenses in the amount of $83,173 and (iv) third party moving expenses in the amount of $21,722. |
(6) | The amount set forth under “All Other Compensation” for 2004 includes (i) $5,576 Company match in his account in the Hanover 401(k) Plan (subject to vesting requirements applicable to all participants), (ii) premiums paid by Hanover for group term life and accidental death and disability insurance in the amount of $526 and (iii) relocation expenses in the amount of $5,089. |
(7) | Ms. Ware joined Hanover in November 2002. The amount set forth under “All Other Compensation” for 2004 includes (i) $5,598 Company match in her account in the Hanover 401(k) Plan (subject to vesting requirements applicable to all participants), and (ii) premiums paid by Hanover for group term life and accidental death and disability insurance in the amount of $504. |
12
Table of Contents
Potential Realizable Value | ||||||||||||||||||||||||
at Assumed Annual Rates | ||||||||||||||||||||||||
of Stock Price Appreciation | ||||||||||||||||||||||||
Individual Grants | for Option Term | |||||||||||||||||||||||
Number of | % of Total | |||||||||||||||||||||||
Securities | Options | Exercise | ||||||||||||||||||||||
Underlying | Granted To | or Base | ||||||||||||||||||||||
Options | Employees in | Price | ||||||||||||||||||||||
Name | Granted(#)(1) | Fiscal Year | ($/Sh) | Expiration Date | 5%($) | 10%($) | ||||||||||||||||||
Gary M. Wilson | 11,244 | 57.7 | % | $ | 10.38 | May 20, 2014 | $ | 73,400 | $ | 186,010 |
(1) | These grants consist of non-qualified options to acquire shares of Common Stock, which vest 25% per year beginning on the first anniversary of the grant date and are subject to accelerated vesting upon a change of control of the Company. |
Number of Shares | ||||||||||||||||||||||||
Underlying Unexercised | Value of Unexercised | |||||||||||||||||||||||
Options at | In-the-Money Options at | |||||||||||||||||||||||
Shares | December 31, 2004 | December 31, 2004(1) | ||||||||||||||||||||||
Acquired on | Value | |||||||||||||||||||||||
Name | Exercise(#) | Realized($) | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
Chad C. Deaton | 120,195 | $ | 352,309 | — | — | $ | — | $ | — | |||||||||||||||
Gary M. Wilson | — | — | — | 11,244 | $ | — | $ | 42,165 | ||||||||||||||||
John E. Jackson | — | — | 96,143 | 81,767 | $ | 116,988 | $ | 165,669 | ||||||||||||||||
Maxwell C. McDonald | — | — | 240,016 | 13,683 | $ | 2,114,970 | $ | 13,843 | ||||||||||||||||
Steven W. Muck | — | — | 9,343 | 16,944 | $ | 26,959 | $ | 41,585 | ||||||||||||||||
Hilary S. Ware | — | — | 7,978 | 13,936 | $ | 28,191 | $ | 44,277 |
(1) | The value is based upon $14.13 per share, the closing price of the Common Stock on the NYSE on December 31, 2004, less the exercise price. |
13
Table of Contents
14
Table of Contents
15
Table of Contents
16
Table of Contents
17
Table of Contents
Submitted by the Audit Committee | |
of the Board of Directors | |
I. Jon Brumley, Chair | |
Margaret K. Dorman | |
Gordon T. Hall | |
Alvin V. Shoemaker |
18
Table of Contents
19
Table of Contents
20
Table of Contents
21
Table of Contents
• | Chief Executive Officer and Chief Financial Officer — 50% of the net shares acquired (after taking into account the sale of shares to cover the option exercise price and/or to pay taxes) for a period of three years following an option exercise or vesting of restricted stock awards. | |
• | Section 16 Officers and direct reports to the Chief Executive Officer — 33% of the net shares acquired (after taking into account the sale of shares to cover the option exercise price and/or to pay taxes) for one year following an option exercise or vesting of restricted stock awards. |
Submitted by the Management Development and | |
Compensation Committee of the Board of Directors | |
Robert R. Furgason, Chair | |
I. Jon Brumley | |
Victor E. Grijalva | |
Stephen M. Pazuk |
22
Table of Contents
![(PERFORMANCE GRAPH)](https://capedge.com/proxy/DEF 14A/0000950129-05-003651/h23970h2397008.gif)
23
Table of Contents
24
Table of Contents
Types of Fees | FY 2004 | FY 2003 | ||||||
(In thousands) | ||||||||
Audit fees(a) | $ | 5,265 | $ | 2,193 | ||||
Audit-related fees(b) | 46 | 48 | ||||||
Tax fees(c) | 498 | 1,119 | ||||||
All other fees(d) | 2 | 26 | ||||||
Total fees: | $ | 5,811 | $ | 3,386 | ||||
(a) | Audit fees include fees billed by PwC related to audits and reviews of financial statements that we are required to file with the SEC, audit of internal control over financial reporting, statutory audits of certain of our subsidiaries’ financial statements as required under local regulations and other services which PwC provides as our principal auditor including issuance of comfort letters and assistance with and review of documents filed with the SEC. | |
(b) | Audit related fees include fees billed by PwC related to employee benefit plan audits and consultations concerning financial accounting and reporting standards. | |
(c) | Tax fees include fees billed by PwC primarily related to tax compliance and consulting services. | |
(d) | All other fees include fees billed by PwC related to software licensing agreements and financial systems design and implementation work performed prior to May 2003. |
25
Table of Contents
26
Table of Contents
ê FOLD AND DETACH HERE ê
HANOVER COMPRESSOR COMPANY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF HANOVER COMPRESSOR COMPANY
The undersigned, having received the Notice of Annual Meeting and Proxy Statement, hereby appoints Victor E. Grijalva and Gordon T. Hall, and each of them, proxies with full power of substitution, for and in the name of the undersigned, to vote all shares of Common Stock of Hanover Compressor Company owned of record by the undersigned at the 2005 Annual Meeting of Stockholders to be held at 9:00 a.m. local time on Thursday, May 19, 2005, at the Omni Hotel, Four Riverway, Houston, Texas, 77056, and any adjournments or postponements thereof, in accordance with the discretion marked on the reverse side hereof. You are encouraged to specify your choices by marking the appropriate boxes (see reverse side), but you need not mark any boxes if you wish to vote in accordance with the Board of Directors recommendations. The proxies cannot vote your shares unless you sign and return this card.
Address Change/Comments | ||
(Mark the corresponding box on the reverse side) | ||
(SEE REVERSE SIDE) |
Table of Contents
Vote by Internet or Telephone or Mail
24 Hours a Day, 7 Days a Week
Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Internet and telephone voting is available through 5:00 PM Eastern Time the day prior to annual meeting day. If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card.
Internet:https://www.proxyvotenow.com/hc
Use the Internet to vote your proxy. Have your proxy card in hand when you access the web site.
OR
Telephone:1-866-235-8902
Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call.
OR
Mail
Mark, sign and date you proxy card and return it in the enclosed postage-paid envelope.
êFOLD AND DETACH HEREê
x | Please mark your votes as in this example |
This proxy, when properly executed, will be voted in the manner directed herein. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL OF THE BOARD OF DIRECTORS NOMINEES and FOR RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS HANOVER COMPRESSOR COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2005.
1. | Election of | o | FOR ALL NOMINEES(except as indicated below) | |||
Directors | o | WITHHOLD AUTHORITYto vote for all nominees |
NOMINEES FOR ONE-YEAR TERM EXPIRING AT 2006 ANNUAL MEETING OF STOCKHOLDERS:
01 I. Jon Brumley | 06 Gordon T. Hall | |
02 Ted Collins, Jr. | 07 John E. Jackson | |
03 Margaret K. Dorman | 08 Stephen M. Pazuk | |
04 Robert R. Furgason | 09 Alvin V. Shoemaker | |
05 Victor E. Grijalva |
(Instruction: To withhold authority to vote for any individual nominee, strike a line through the nominee’s name above.)
2. | Ratification of Reappointment of PricewaterhouseCoopers LLP |
oFOR oAGAINST oABSTAIN
3. | In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any postponement(s) or adjournment(s) thereof. |
Mark here if you plan | o | Please mark here for | o | |||
to attend the meeting | address change or | |||||
comments | ||||||
Signature | ||||||
Signature | ||||||
Date | ||||||
Please sign exactly as name appears on stock certificate(s). Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. |
(Continued from other side)