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SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrantþ
o | Preliminary Proxy Statement | ¨ | 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 Rule 14a-11(c) or Rule 14a-12 |
TARGETED GENETICS CORPORATION
N/A
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. |
CALCULATION OF FILING FEE | ||||||||||||||||||||||
Per unit price or other | ||||||||||||||||||||||
Title of each class of | Aggregate number of | underlying value of transaction | Proposed maximum | |||||||||||||||||||
securities to which | securities to which | computed pursuant to Exchange | aggregate value of | |||||||||||||||||||
transaction applies | transaction applies | Act Rule 0-11 | transaction | 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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• | elect two Class 2 directors to Targeted Genetics’ Board of Directors; | |
• | amend our Amended and Restated Articles of Incorporation to increase the authorized common stock from 120,000,000 shares to 180,000,000 shares; and | |
• | ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2005. |
Sincerely, | |
H. Stewart Parker | |
President and Chief Executive Officer |
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• | to elect two Class 2 directors to the Board of Directors; | |
• | to amend our Amended and Restated Articles of Incorporation to increase the authorized common stock from 120,000,000 shares to 180,000,000 shares; | |
• | to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2005; and | |
• | to transact such other business as may properly come before the annual meeting or any adjournments or postponements of the annual meeting. |
By order of the Board of Directors, | |
Todd E. Simpson | |
Secretary |
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• | the election of two Class 2 directors to the Board of Directors, to hold office until the third annual meeting of shareholders following their election or until their successors are elected and qualified; | |
• | the amendment of our Amended and Restated Articles of Incorporation, or the Restated Articles, to increase the authorized common stock from 120,000,000 shares to 180,000,000 shares; | |
• | the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2005; and | |
• | such other business as may properly come before the annual meeting or any adjournments or postponements of the annual meeting. |
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• | submitting a later-dated proxy for the same shares at any time before the vote; | |
• | delivering written notice of revocation to the Secretary of Targeted Genetics at any time before the vote; or | |
• | attending the annual meeting and voting in person. Merely attending the annual meeting will not in and of itself revoke a proxy. |
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• | Audit Committee — $4,000 ($5,000 in the case of the chairman of the committee); | |
• | Compensation Committee — $3,000 ($4,000 in the case of the chairman of the committee); and | |
• | All other board committees — $1,000 ($2,000 in the case of the chairman of each of those committees). |
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Name | Age | Position | ||||
H. Stewart Parker | 49 | President, Chief Executive Officer and Director | ||||
Barrie J. Carter, Ph.D | 60 | Executive Vice President and Chief Scientific Officer | ||||
Todd E. Simpson | 44 | Vice President, Finance and Administration, Chief Financial Officer, Treasurer and Secretary |
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Long-Term | |||||||||||||||||||||
Compensation | |||||||||||||||||||||
Awards | |||||||||||||||||||||
Annual Compensation | Securities | ||||||||||||||||||||
Underlying | All Other | ||||||||||||||||||||
Name and Principal Position | Year | Salary($) | Bonus($) | Options(#) | Compensation($) | ||||||||||||||||
H. Stewart Parker(1) | 2004 | $ | 398,000 | $ | 81,969 | 200,000 | $ | 3,876 | |||||||||||||
President and Chief Executive | 2003 | 364,000 | 191,100 | 100,000 | 565 | ||||||||||||||||
Officer | 2002 | 364,000 | — | 130,000 | 3,290 | ||||||||||||||||
Barrie J. Carter, Ph.D.(2) | 2004 | 265,000 | 38,984 | 150,000 | 4,953 | ||||||||||||||||
Executive Vice President and | 2003 | 243,320 | 90,870 | 70,000 | 1,531 | ||||||||||||||||
Chief Scientific Officer | 2002 | 243,320 | — | 50,000 | 3,694 | ||||||||||||||||
Todd E. Simpson(3) | 2004 | 240,000 | 35,306 | 150,000 | 26,478 | ||||||||||||||||
Vice President, Finance and | 2003 | 210,000 | 78,750 | 70,000 | 24,192 | ||||||||||||||||
Administration, Chief Financial | 2002 | 210,000 | — | 12,500 | 103,405 | ||||||||||||||||
Officer, Treasurer and Secretary |
(1) | “All Other Compensation” for Ms. Parker consists of matching contributions to a 401(k) savings plan of $3,250 in 2004, zero in 2003 and $2,750 in 2002; and excess life insurance premiums of $626 in 2004, $565 in 2003 and $540 in 2002. |
(2) | “All Other Compensation” for Dr. Carter consists of matching contributions to a 401(k) savings plan of $3,250 in 2004, zero in 2003 and $2,750 in 2002; and excess life insurance premiums of $1,703 in 2004, $1,531 in 2003 and $944 in 2002. |
(3) | “All Other Compensation” for Mr. Simpson consists of relocation costs of $75,463 in 2002; forgiveness of an installment payment and interest on a relocation assistance loan of $23,000 in 2004, $24,000 in 2003 and $25,000 in 2002 in accordance with the terms of the loan; matching contributions to a 401(k) savings plan of $3,250 in 2004, zero in 2003 and $2,750 in 2002; and excess life insurance premiums of $228 in 2004 and $192 in 2003 and 2002. |
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Individual Grants | ||||||||||||||||||||||||
Percent of | Potential Realizable Value at | |||||||||||||||||||||||
Number of | Total Options | Assumed Annual Rates of | ||||||||||||||||||||||
Shares | Granted to | Stock Price Appreciation for | ||||||||||||||||||||||
Underlying | Employees in | Exercise | Option Term(3) | |||||||||||||||||||||
Options | Last Fiscal | Price | Expiration | |||||||||||||||||||||
Name | Granted(1) | Year(2) | ($/Share) | Date | 5%($) | 10%($) | ||||||||||||||||||
H. Stewart Parker | 200,000 | 8.3 | % | $ | 1.31 | 5/20/2014 | $ | 164,770 | $ | 417,561 | ||||||||||||||
Barrie J. Carter, Ph.D. | 150,000 | 6.3 | % | 1.31 | 5/20/2014 | 123,578 | 313,170 | |||||||||||||||||
Todd E. Simpson | 150,000 | 6.3 | % | 1.31 | 5/20/2014 | 123,578 | 313,170 |
(1) | Options are granted at the fair market value on the date of grant and vest over four years, with 6.25% of each grant becoming exercisable each quarter, beginning three months after the date of grant. Specified changes in control of Targeted Genetics can trigger accelerated vesting of stock options and rights to related payments. |
(2) | We granted our employees options to purchase a total of 2,397,950 shares of our common stock. In addition in 2004 we granted our non-employee directors options to purchase 120,000 shares of our common stock. |
(3) | The dollar amounts set forth as potential realizable values are calculated based on assumed rates of appreciation of 5% and 10% and are not intended to forecast future appreciation. The Named Executive Officers will realize no value if our stock price does not exceed the exercise price of the options. |
Total Number of Securities | Value of Unexercised | |||||||||||||||
Underlying Unexercised | In-the-Money Options at | |||||||||||||||
Options at Fiscal Year-End(#) | Fiscal Year-End($)(1) | |||||||||||||||
Name | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||
H. Stewart Parker | 790,069 | 202,475 | $ | 118,000 | $ | 42,000 | ||||||||||
Barrie J. Carter, Ph.D. | 418,679 | 150,813 | 82,900 | 31,500 | ||||||||||||
Todd E. Simpson | 228,593 | 178,907 | 82,900 | 31,500 |
(1) | The value of unexercised options is calculated based on the closing share price of our common stock on the NASDAQ SmallCap Market on December 31, 2004, which was $1.55 per share, net of the option exercise price. |
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• | attract qualified executive personnel capable of enabling Targeted Genetics to achieve its business objectives; | |
• | retain and motivate these executives to achieve superior performance; | |
• | link individual compensation to individual and company performance; and | |
• | align executives’ financial interest with those of our shareholders. |
• | base salaries comparable to those paid by other biotechnology companies of comparable size and mission, taking into account the qualifications and performance of our executive officers; | |
• | annual bonuses that are structured to encourage executives to focus on achieving important short-term corporate and individual objectives; and | |
• | long-term incentives in the form of stock option grants, which provide financial rewards on the same basis as those realized by our shareholders. |
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Compensation Committee | |
Jack L. Bowman (chairman) | |
Joseph M. Davie | |
Mark H. Richmond |
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• | each person that we know beneficially owns 5% or more of our common stock; | |
• | each of our directors; | |
• | each of the Named Executive Officers; and | |
• | all of our directors and executive officers as a group. |
Amount and | |||||||||
Nature of | Percent of | ||||||||
Beneficial | Common Stock | ||||||||
Name and Address of Beneficial Owner | Ownership | Outstanding | |||||||
5% Owners: | |||||||||
Biogen, Inc. | 12,127,178 | 14.2 | % | ||||||
14 Cambridge Center | |||||||||
Cambridge, MA 02142 | |||||||||
Elan International Services, Ltd. | 11,626,282 | 13.6 | % | ||||||
102 St. James Court | |||||||||
Flatts Bermuda FL 04 | |||||||||
Directors and Executive Officers(1): | |||||||||
H. Stewart Parker | 988,900 | 1.1 | % | ||||||
Barrie J. Carter | 548,925 | * | |||||||
Todd E. Simpson | 261,406 | * | |||||||
Jack L. Bowman | 80,000 | * | |||||||
Jeremy L. Curnock Cook | 105,000 | * | |||||||
Joseph M. Davie | 65,000 | * | |||||||
Louis P. Lacasse(2) | 1,520,185 | 1.8 | % | ||||||
Nelson L. Levy | 65,700 | * | |||||||
Mark H. Richmond | 60,001 | * | |||||||
All directors and executive officers as a group (9 persons)(2) | 3,695,117 | 4.2 | % |
* | Less than 1% |
(1) | For each director and executive officer, includes beneficial ownership of the number of shares of common stock set forth below opposite such director’s or executive officer’s name, which shares |
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may be acquired within 60 days of March 1, 2005, pursuant to the exercise of options granted under Targeted Genetics’ stock option plans. |
• | H. Stewart Parker | 777,145 | ||||
• | Barrie J. Carter | 411,260 | ||||
• | Todd E. Simpson | 261,406 | ||||
• | Jack L. Bowman | 75,000 | ||||
• | Jeremy L. Curnock Cook | 105,000 | ||||
• | Joseph M. Davie | 55,000 | ||||
• | Louis P. Lacasse | 70,000 | ||||
• | Nelson L. Levy | 65,000 | ||||
• | Mark H. Richmond | 58,333 | ||||
• | All directors and executive officers as a group (9 persons) | 1,878,144 | ||||
(2) | Includes 1,450,185 shares of our common stock owned by GeneChem Technologies Venture Fund L.P., or GeneChem. Mr. Lacasse is president of GeneChem Management, Inc., the manager of GeneChem, and thereby has power to vote the securities held by GeneChem. Mr. Lacasse disclaims beneficial ownership of the securities owned by GeneChem. |
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Dec. 31, | Dec. 29, | Dec. 31, | Dec. 31, | Dec. 31, | Dec. 31, | |||||||||||||||||||
1999 | 2000 | 2001 | 2002 | 2003 | 2004 | |||||||||||||||||||
Targeted Genetics | $ | 100 | $ | 170 | $ | 69 | $ | 10 | $ | 56 | $ | 39 | ||||||||||||
NASDAQ Biotechnology Index | $ | 100 | $ | 123 | $ | 103 | $ | 56 | $ | 82 | $ | 87 | ||||||||||||
NASDAQ Composite Index | $ | 100 | $ | 60 | $ | 48 | $ | 33 | $ | 49 | $ | 54 |
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Fiscal 2004 | Fiscal 2003 | |||||||
Audit fees | $ | 307,000 | $ | 166,000 | ||||
Audit-related fees | 74,000 | 82,000 | ||||||
Tax fees | 18,000 | 16,000 | ||||||
All other fees | — | 3,000 | ||||||
Total fees | $ | 399,000 | $ | 267,000 | ||||
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Audit Committee | |
Louis P. Lacasse (chairman) | |
Jeremy L. Curnock Cook | |
Nelson L. Levy |
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• | Amended and Restated Articles of Incorporation | |
• | Amended and Restated Bylaws | |
• | Audit Committee Charter | |
• | Nominating and Corporate Governance Committee Charter | |
• | Compensation Committee Charter | |
• | Code of Conduct (applicable to directors, officers and employees) |
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3.1 To engage in the business of biotechnology research and development. | |
3.2 To engage in any and all activities that may, in the judgment of the Board of Directors, at any time be incidental or conducive to the attainment of the foregoing purpose. | |
3.3 To exercise any and all powers that a corporation formed under the Washington Business Corporation Act, or any amendment thereto or substitute therefor, may at the time lawfully exercise. |
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(a) The number of shares of such series; | |
(b) The designation of such series; | |
(c) The dividends of such series, the conditions and dates upon which such dividends shall be payable, the relation which such dividends shall bear to the dividends payable on any other class or classes of stock and whether such dividends shall be cumulative or noncumulative; | |
(d) Whether the shares of such series shall be subject to redemption by this corporation and, if made subject to such redemption, the times, prices, rates, adjustments, and other terms and conditions of such redemption; | |
(e) The terms and amounts of any sinking fund provided for the purchase or redemption of the shares of such series; | |
(f) Whether or not the shares of such series shall be convertible into or exchangeable for shares of any other class or classes or of any other series of any class or classes of stock of this corporation and, if provision be made for conversion or exchange, the times, prices, rates, adjustments, and other terms and conditions of such conversion or exchange; | |
(g) The extent, if any, to which the holders of the shares of such series shall be entitled to vote with respect to the election of directors or otherwise, including the right to elect a specified number or class of directors, the number or percentage of votes required for certain actions, and the extent to which a vote by class or series shall be required for certain actions; | |
(h) The restrictions, if any, on the issue or reissue of any Preferred Stock; | |
(i) The rights of the holders of the shares of such series upon the dissolution of, or upon the distribution of the assets of, this corporation; and | |
(j) The extent, if any, to which any committee of the Board of Directors may fix the designations and any of the preferences or rights of the shares of such series relating to dividends, redemption, dissolution, any distribution of assets of this corporation or the conversion into or exchange of such shares for shares of any other class or classes of stock of this corporation or any other series of the same or any other class or classes of stock of this corporation, or fix the number of shares of any such series or authorize the increase or decrease in the shares of such series. |
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4.3 | Designation of Rights and Preferences of Series A Participating Cumulative Preferred Stock |
4.3.1 | Designation of Series A Participating Cumulative Preferred Stock |
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(a) Each holder of Series A Preferred Stock shall be entitled to a number of votes equal to the Formula Number then in effect for each share of Series A Preferred Stock held of record on each matter on which holders of the Common Stock or shareholders generally are entitled to vote, multiplied by the maximum number of votes per share that any holders of the Common Stock or shareholders generally then have with respect to such matter (assuming any holding period or other requirement to vote a greater number of shares is satisfied). | |
(b) Except as otherwise provided in this Designation or by applicable law, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock and any other capital stock of the corporation having general voting rights shall vote together as one class for the election of directors of the corporation and on all other matters submitted to a vote of shareholders of the corporation. | |
(c) Except as provided in this Designation or by applicable law, holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth in this Designation) for authorizing or taking any corporate action. |
(i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; | |
(ii) declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; | |
(iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock;provided, however, that the corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or |
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(iv) redeem or purchase or otherwise acquire for consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the corporation’s Board of Directors) to all holders of such shares upon such terms as the corporation’s Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. |
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1100 Olive Way, Suite 100
Seattle, Washington 98101
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(a) “Business Combination” means (i) a merger, share exchange or consolidation of this corporation or any of its Subsidiaries with any other corporation; (ii) the sale, lease, exchange, mortgage, pledge, transfer or other disposition or encumbrance, whether in one transaction or a series of transactions, by this corporation or any of its Subsidiaries of all or a substantial part of the corporation’s assets otherwise than in the usual and regular course of business, or (iii) any agreement, contract or other arrangement providing for any of the foregoing transactions. | |
(b) “Continuing Director” means any member of the Board of Directors who was a member of the Board of Directors on January 1, 1994 or who is elected to the Board of Directors after January 1, 1994 upon the recommendation of a majority of the Continuing Directors voting separately and as a subclass of Directors on such recommendation. | |
(c) “Subsidiary” means a domestic or foreign corporation that has a majority of its outstanding voting shares owned, directly or indirectly, by this corporation. |
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(i) “Maximum Share Amount” shall mean the number of shares of this corporation’s Common Stock equal to 19.99% of this corporation’s Common Stock then outstanding; | |
(ii) “Excess Shares” shall mean Common Stock of this corporation which, upon issuance, results in the beneficial ownership (as defined in Rule 13(d)-3 of the Securities Exchange Act of 1934) by a holder of shares of Common Stock in excess of the Maximum Share Amount; |
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(iii) “Exchange Rules” shall mean the rules or regulations of Nasdaq or any other principal securities market upon which the Common Stock of this corporation is or becomes traded. |
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TARGETED GENETICS CORPORATION |
By: |
H. Stewart Parker, President | |
and Chief Executive Officer |
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PROXY
TARGETED GENETICS CORPORATION
This proxy is solicited on behalf of Targeted Genetics Corporation’s
board of directors for the Annual Meeting of Stockholders
to be held on May 26, 2005
The undersigned hereby appoint(s) H. Stewart Parker and Todd E. Simpson, and each of them, as proxies, with full power of substitution, to represent and vote as designated all shares of common stock of Targeted Genetics Corporation held of record by the undersigned on March 25, 2005 at Targeted Genetics’ Annual Meeting of Shareholders, to be held at the Washington Athletic Club, 1325 Sixth Avenue, Seattle, Washington, at 9:00 a.m. local time on May 26, 2005, with authority to vote on the matters listed below and with discretionary authority as to any other matters that may properly come before the meeting or any adjournments or postponements of the meeting.
IMPORTANT—PLEASE COMPLETE, DATE AND SIGN ON THE OTHER SIDE
Address Change/Comments (Mark the corresponding box on the reverse side) | ||
You can now access your TARGETED GENETICS CORPORATION account online.
Access your Targeted Genetics Corporation shareholder/stockholder account online via Investor ServiceDirect® (ISD).
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• | View account status |
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SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER IN THE SPACE PROVIDED. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED “FOR” THE NOMINEES IN PROPOSAL 1 AND “FOR” PROPOSAL 2 AND PROPOSAL 3. | Mark Here for Address Change or Comments | o | ||
SEE REVERSE SIDE |
The board of directors recommends a vote “FOR” the nominees in Proposal 1. | WITHHOLD AUTHORITY | |||
FOR the | to vote for | |||
Nominees | the Nominees | |||
(1) ELECTION OF DIRECTORS: | o | o | ||
TWO CLASS 2 DIRECTORS | ||||
Nominees: | 01 Joseph M. Davie | |||
02 Louis P. Lacasse |
WITHHOLD for the following only: (write the name of the nominee(s) in the space below) |
The board of directors recommends a vote “FOR” Proposal 2. | FOR | AGAINST | ABSTAIN | |||
(2) AMEND TARGETED GENETICS CORPORATION’S | o | o | o | |||
AMENDED AND RESTATED ARTICLES OF INCORPORATION TO INCREASE AUTHORIZED COMMON STOCK FROM 120,000,000 SHARES TO 180,000,000 SHARES | ||||||
I plan to attend the annual meeting. | o | |
The board of directors recommends a vote “FOR” Proposal 3 | FOR | AGAINST | ABSTAIN | |||
(3) RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS | o | o | o | |||
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR YEAR ENDING DECEMBER 31, 2005 |
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Dated: | , 2005 | |||
Signature | ||||
Signature if held jointly |
Please sign exactly as your name appears on your share certificate(s). Attorneys, trustees, executors and other fiduciaries acting in a representative capacity should sign their names and give their titles. An authorized person should sign on behalf of corporations, partnerships, associations, etc. and give his or her title. If your shares are held by two or more persons, each person must sign. Receipt of the notice of meeting and proxy statement is hereby acknowledged.
Signature | Signature | Date |
Vote by Internet or Telephone or Mail
Internet and telephone voting is available through 11:59 PM Eastern Time
the day prior to annual meeting day.
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 http://www.proxyvoting.com/TGEN Use the Internet to vote your proxy. Have your proxy card in hand when you access the web site. | OR | Telephone 1-866-540-5760 Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call. | OR | Mail Mark, sign and date your proxy card and return it in the enclosed postage-paid envelope. |
If you vote your proxy by Internet or by telephone,
you do NOT need to mail back your proxy card.