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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 |
HMN Financial, 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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![(HMN FINANCIAL, INC. LOGO)](https://capedge.com/proxy/DEF 14A/0000950134-05-005433/c91862dhmn.gif)
Sincerely, | |
![]() | |
Michael McNeil | |
President and Chief Executive Officer |
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A Proxy Card and a Proxy Statement for the Meeting are enclosed. | |
The Meeting is for the purpose of considering and acting upon: |
1. | the election of three directors of the Company; | |
2. | the ratification of the appointment of KPMG LLP as the independent auditors of the Company for the fiscal year ending December 31, 2005; and |
such other matters as may properly come before the Meeting, or any adjournments or postponements thereof. As of the date of this Notice, the Board of Directors is not aware of any other business to come before the Meeting. |
By Order of the Board of Directors, | |
![]() | |
Cindy K. Hamlin | |
Secretary |
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Name and Address (if required) | Amount and Nature of | Percentage of | |||||||
of Beneficial Owner | Beneficial Ownership | Outstanding Shares | |||||||
HMN Financial, Inc. Employee Stock Ownership Plan | 842,617 | 19.1 | % | ||||||
1016 Civic Center Drive N.W. Rochester, Minnesota 55901-6057(1) | |||||||||
Jeffrey L. Gendell | 421,729 | 9.70 | % | ||||||
Tontine Financial Partners, L.P. Tontine Management, L.L.C. Tontine Overseas Associates, L.L.C. | |||||||||
55 Railroad Avenue, 3rd Floor Greenwich, Connecticut 06830(2) | |||||||||
Dimensional Fund Advisors, Inc. | 269,800 | 6.08 | % | ||||||
1299 Ocean Avenue, 11th Floor Santa Monica, California 90401(3) | |||||||||
Directors, director nominees and executive officers | |||||||||
Duane D. Benson(4) | 20,650 | * | |||||||
Allan R. DeBoer(5) | 17,700 | * | |||||||
Jon J. Eberle(6) | 10,172 | * | |||||||
Michael J. Fogarty(7) | 9,500 | * | |||||||
Timothy R. Geisler(8) | 13,500 | * | |||||||
Dwain C. Jorgensen(9) | 62,455 | 1.42 | % | ||||||
Karen L. Himle | — | — | |||||||
Susan K. Kolling(10) | 59,079 | 1.34 | % | ||||||
Bradley C. Krehbiel(11) | 6,103 | * | |||||||
Malcolm W. McDonald(12) | 400 | * | |||||||
Michael McNeil(13) | 81,550 | 1.85 | % | ||||||
Mahlon C. Schneider(14) | 12,200 | * | |||||||
All directors, director nominees and executive officers of the Company as a group (12 persons)(15) | 293,309 | 6.66 | % |
* | Less than 1% Owned |
(1) | As reported on a Schedule 13G/ A dated February 10, 2005 and filed on February 14, 2005. The amount reported represents shares of Common Stock held by the HMN Financial, Inc. Employee Stock Ownership Plan (the “ESOP”). As reported on a Form 5 dated February 10, 2005 and filed February 14, 2005, 270,844 of the 842,617 shares of Common Stock beneficially owned by the ESOP have been allocated to accounts of participants. First Bankers Trust Services, Inc., Quincy, Illinois, the trustee of the ESOP, may be deemed to beneficially own the shares of Common Stock held by the ESOP. First Bankers Trust expressly disclaims beneficial ownership of such shares. Participants in the ESOP are entitled to instruct the trustee as to the voting of shares of Common Stock allocated to their accounts under the ESOP. Unallocated shares or allocated shares for which no voting instructions are received are voted by the trustee in the same proportion as allocated shares for which instructions have been received from participants. | |
(2) | As reported on a Schedule 13D/ A dated May 28, 2003 and filed on May 30, 2003. Tontine Financial Partners, L.P. (“TFP”) holds shares of Common Stock directly, and Tontine Management, L.L.C. (“TM”) is the general partner to TFP. Tontine Overseas Associates, L.L.C. (“TOA”), is the investment manager to TFP Overseas Fund, Ltd., which holds shares of Common Stock directly. Mr. Gendell serves as the managing member of TM and TOA. |
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(3) | As reported on a Schedule 13G/ A dated February 9, 2005 and filed February 9, 2005. Dimensional Fund Advisors, Inc. is an investment adviser. The amount reported represents shares of Common Stock held in various advisory accounts. No such account has an interest relating to more than 5% of the outstanding shares of Common Stock. Dimensional Fund Advisors, Inc. exercises sole voting and dispositive power with respect to all the shares. | |
(4) | Includes 1,400 shares of Common Stock held directly, 4,250 shares of Common Stock held by Mr. Benson’s spouse and 15,000 shares of Common Stock covered by options which are currently exercisable or exercisable within 60 days of March 1, 2005. | |
(5) | Includes 2,700 shares of Common Stock held directly and 15,000 shares of Common Stock covered by options that are currently exercisable or exercisable within 60 days of March 1, 2005. | |
(6) | Includes 808 shares of Common Stock held directly, 1,496 shares of Common Stock held under the Bank’s 401(k) Plan, 6,654 shares of Common Stock allocated to Mr. Eberle’s account under the Company’s Employee Stock Ownership Plan and 1,214 shares of Common Stock covered by options that are currently exercisable or exercisable within 60 days of March 1, 2005. | |
(7) | Includes 500 shares of Common Stock held in a fiduciary capacity and 9,000 shares of Common Stock covered by options that are currently exercisable or exercisable within 60 days of March 1, 2005. | |
(8) | Includes 260 shares of Common Stock held jointly with his spouse, 1,115 shares of Common Stock held by Mr. Geisler’s IRA account, 125 shares of Common Stock held in Mr. Geisler’s spouse’s IRA account and 12,000 shares of Common Stock covered by options which are currently exercisable or exercisable within 60 days of March 1, 2005. | |
(9) | Includes 38,482 shares of Common Stock held jointly with his spouse, 3,873 shares of Common Stock held by Mr. Jorgensen’s IRA account, 1,877 shares of Common Stock held by the IRA account of Mr. Jorgensen’s spouse, 3,606 shares of Common Stock under the Bank’s 401(k) Plan, 13,423 shares of Common Stock allocated to Mr. Jorgensen’s account under the Company’s Employee Stock Ownership Plan and 1,194 shares of Common Stock covered by options which are currently exercisable or exercisable within 60 days of March 1, 2005. |
(10) | Includes 42,499 shares of Common Stock held directly, 11,160 shares of Common Stock allocated to Ms. Kolling’s account under the Company’s Employee Stock Ownership Plan, 4,160 shares of Common Stock held under the Bank’s 401(k) Plan and 1,260 shares of Common Stock covered by options which are currently exercisable or exercisable within 60 days of March 1, 2005. |
(11) | Includes 1,048 shares of Common Stock held directly, 3,541 shares of Common Stock allocated to Mr. Krehbiel’s account under the Company’s Employee Stock Ownership Plan and 1,514 shares of Common Stock covered by options which are currently exercisable or exercisable within 60 days of March 1, 2005. |
(12) | Includes 400 shares of Common Stock held directly. |
(13) | Includes 7,290 shares of Common Stock held directly, 10,471 shares of Common Stock held by Mr. McNeil’s IRA account, 6,495 shares of Common Stock allocated to Mr. McNeil’s account under the Company’s Employee Stock Ownership Plan, 6,044 shares held under the Bank’s 401(k) Plan and 51,250 shares of Common Stock covered by options which are currently exercisable or exercisable within 60 days of March 1, 2005. |
(14) | Includes 200 shares of Common Stock held directly and 12,000 shares of Common Stock covered by options that are currently exercisable or exercisable within 60 days of March 1, 2005. |
(15) | Includes shares of Common Stock held directly, as well as shares of Common Stock held jointly with family members (if such shares are deemed to be beneficially owned by the director or officer), shares of Common Stock held in retirement accounts, shares of Common Stock held by such individuals in their accounts under the Bank’s 401(k) Plan, shares of Common Stock allocated to the ESOP accounts of the group members, shares of Common Stock held in a fiduciary capacity or by certain family members and shares covered by options which are currently exercisable or exercisable within 60 days of March 1, 2005, with respect to which shares the persons included may be deemed to have sole or shared voting and/or investment power. |
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Term Expiring in 2005 |
Term Expiring in 2006 |
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Term Expiring in 2007 |
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Description of Fees | |||||||||||||||||
Chairman | Non- | Chairman of | Other | ||||||||||||||
of | employee | the Audit | Committee | ||||||||||||||
the Board | Directors | Committee | Chairs | ||||||||||||||
The Company and the Bank: | |||||||||||||||||
Monthly fee | $ | 2,500 | $ | 1,250 | — | — | |||||||||||
Board meeting attendance fee | $ | 1,000 | $ | 500 | — | — | |||||||||||
Audit Committee attendance fee | — | $ | 500 | $ | 1,000 | — | |||||||||||
Other committees of the Board attendance fee | — | $ | 300 | — | $ | 600 |
The Audit Committee | |
Duane D. Benson | |
Allan R. DeBoer | |
Michael J. Fogarty | |
Timothy R. Geisler | |
Malcolm W. McDonald | |
Mahlon C. Schneider |
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Description of Fees | 2004 | 2003 | ||||||||
Audit Fees(1) | $ | 160,500 | $ | 110,000 | ||||||
Audit-Related Fees(2) | 8,000 | 8,000 | ||||||||
Total Audit and Audit-Related Fees | 168,500 | 118,000 | ||||||||
Tax Fees: | ||||||||||
Tax Compliance Fees(3) | 33,800 | 30,050 | ||||||||
Tax Consultation and Advice Fees(4) | 8,500 | 6,000 | ||||||||
Total Tax Fees | 42,300 | 36,050 | ||||||||
All Other Fees(5) | 5,000 | 20,924 | ||||||||
Total | $ | 215,800 | $ | 174,974 | ||||||
(1) | Audit fees in 2003 and 2004 consisted of the annual audit and quarterly reviews of the Company’s consolidated financial statements, statutory audit and assistance with and review of documents filed with the Securities and Exchange Commission. Audit fees in 2004 also included fees associated with the audit of internal controls over financial reporting. |
(2) | Audit-related fees in 2003 and 2004 consisted of employee benefit plan audits. |
(3) | Tax compliance fees in 2003 and 2004 consisted of preparation of federal and state income tax returns. |
(4) | Tax consultation and advice fees in 2003 and 2004 consisted primarily of tax planning and other tax related assistance. In January 2005, the Company engaged the accounting firm of McGladrey & Pullen, LLP to provide tax compliance and tax consultation to the Company. The Company no longer intends to engage KPMG LLP to provide these services. |
(5) | All other fees in 2003 and 2004 consisted primarily of information security consulting advice. |
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Annual | |||||||||||||||||||||||||
Compensation(1) | Long Term Compensation | ||||||||||||||||||||||||
Restricted | Securities | ||||||||||||||||||||||||
Stock | Underlying | All Other | |||||||||||||||||||||||
Awards | Options | Compensation | |||||||||||||||||||||||
Name and Principal Position | Year | Salary ($) | Bonus ($) | ($)(2) | (#)(3) | ($)(4) | |||||||||||||||||||
Michael McNeil, | 2004 | 250,000 | 120,150 | 74,425 | — | 42,161 | |||||||||||||||||||
President and Chief | 2003 | 200,000 | 100,200 | — | 5,000 | 22,512 | |||||||||||||||||||
Executive Officer | 2002 | 200,000 | 25,500 | — | 23,316 | 21,868 | |||||||||||||||||||
Jon J. Eberle, | 2004 | 100,000 | 25,250 | 26,065 | — | 22,690 | |||||||||||||||||||
Senior Vice President, | 2003 | 89,267 | 9,650 | — | 3,640 | 10,735 | |||||||||||||||||||
Chief Financial Officer | 2002 | 80,880 | 3,650 | — | 9,853 | 9,270 | |||||||||||||||||||
and Treasurer | |||||||||||||||||||||||||
Dwain C. Jorgensen, | 2004 | 98,793 | 25,150 | 25,480 | — | 27,651 | |||||||||||||||||||
Senior Vice President, | 2003 | 95,000 | 9,650 | — | 3,580 | 11,561 | |||||||||||||||||||
Operations | 2002 | 95,000 | 500 | — | 12,500 | 11,968 | |||||||||||||||||||
Susan K. Kolling, | 2004 | 104,300 | 26,500 | 26,585 | — | 27,665 | |||||||||||||||||||
Senior Vice President, | 2003 | 108,289 | 10,150 | — | 3,780 | 12,289 | |||||||||||||||||||
Branch Coordinator | 2002 | 75,433 | 3,020 | — | 9,189 | 8,176 | |||||||||||||||||||
Bradley C. Krehbiel | 2004 | 126,458 | 31,450 | 33,540 | — | 28,418 | |||||||||||||||||||
Executive Vice President, | 2003 | 100,000 | 30,200 | — | 4,540 | 15,874 | |||||||||||||||||||
Business Banking | 2002 | 94,583 | 7,650 | — | 11,842 | 10,838 |
(1) | During 2004, 2003 and 2002, none of Messrs. McNeil, Eberle, Jorgensen or Krehbiel or Ms. Kolling received any benefits or perquisites from the Company that, in the aggregate, exceeded 10% of their salary and bonus or $50,000. The 2002 bonus amounts for Messrs. McNeil, Eberle, Jorgensen and Krehbiel and Ms. Kolling include $500 for a bonus awarded pursuant to the Home Federal Savings Bank Employee Preferred Stock Bonus Plan. |
(2) | For 2004, Messrs. McNeil, Eberle, Jorgensen and Krehbiel and Ms. Kolling, respectively, received a grant of 2,290, 802, 784, 1,032 and 818 shares of restricted stock under the Omnibus Plan on January 25, 2005 for retention purposes in 2005, 2006 and 2007. The closing price of the Common Stock on the NASDAQ National Market on January 25, 2005 was $32.50 per share. One-third of these restricted shares vest on January 25, 2006, with the remaining two-thirds vesting in two equal installments on January 25, 2007 and 2008. |
(3) | For 2003, Mr. McNeil received a grant of options on February 13, 2004, as a part of a 2003 bonus with an exercise price of $27.64, the average price per share of Common Stock on the NASDAQ National Market on February 13, 2004. One-fourth of these options vest on February 13, 2005, with the remaining three-fourths vesting in three equal installments on February 13, 2006, 2007 and 2008. |
Messrs. Eberle, Jorgensen and Krehbiel and Ms. Kolling also received a grant of options on March 3, 2004, as part of a 2003 bonus with an exercise price of $27.66, the average price per share of Common |
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Stock on the NASDAQ National Market on March 3, 2004. One-third of these options vest on March 3, 2005, with the remaining two-thirds vesting in two equal installments on March 3, 2006 and 2007. | |
(4) | The amounts for 2004 include (a) contributions by the Bank in the amount of $3,969, $2,179, $2,462, $2,169 and $2,602 to the accounts of Messrs. McNeil, Eberle, Jorgensen and Krehbiel and Ms. Kolling, respectively, under the Bank’s 401(k) Plan, (b) $30,033, $19,338, $25,101, $21,767 and $24,966, the value of shares of Common Stock allocated to the ESOP accounts of Messrs. McNeil, Eberle, Jorgensen and Krehbiel and Ms. Kolling, respectively, based on a market value of $32.99 per share of Common Stock on December 31, 2004 and (c) life insurance premiums in the amount of $360, $90, $88, $144 and $98 paid by the Company for the benefit of Messrs. McNeil, Eberle, Jorgensen and Krehbiel and Ms. Kolling, respectively. |
Potential Realizable | ||||||||||||||||||||||||
Value at Assumed | ||||||||||||||||||||||||
Individual Grants | Annual Rates of | |||||||||||||||||||||||
Stock Price | ||||||||||||||||||||||||
Securities | Percent of Total | Appreciation for | ||||||||||||||||||||||
Underlying | Options Granted | Exercise or | Option Term($)(3) | |||||||||||||||||||||
Options | to Employees in | Base Price | ||||||||||||||||||||||
Name | Granted(#)(1) | Fiscal Year | ($/shr)(2) | Expiration Date | 5% | 10% | ||||||||||||||||||
Michael McNeil | 5,000 | 20.0% | 27.64 | February 13, 2014 | 86,800 | 220,300 | ||||||||||||||||||
Jon J. Eberle | 3,640 | 14.6% | 27.66 | March 3, 2014 | 63,372 | 160,488 | ||||||||||||||||||
Dwain C. Jorgensen | 3,580 | 14.3% | 27.66 | March 3, 2014 | 62,328 | 157,842 | ||||||||||||||||||
Susan K. Kolling | 3,700 | 15.1% | 27.66 | March 3, 2014 | 65,810 | 166,660 | ||||||||||||||||||
Bradley C. Krehbiel | 4,540 | 18.2% | 27.66 | March 3, 2014 | 79,041 | 200,169 |
(1) | All options are granted under the Omnibus Plan. One-fourth of Mr. McNeil’s options vested on February 13, 2005, with the remaining three-fourths vesting in three equal installments on February 13, 2006, 2007 and 2008. One-third of Messrs. Eberle’s, Jorgensen’s and Krehbiel’s and Ms. Kolling’s options vested on March 3, 2005, with the remaining two-thirds vesting in two equal installments on March 3, 2006 and 2007. |
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(2) | The exercise price of these options is the average price per share of the Common Stock on the NASDAQ National Market on the date of grant. |
(3) | The hypothetical potential appreciation shown in these columns reflects the required calculations at annual rates of 5% and 10% set by the Securities and Exchange Commission, and is not intended to represent either historical appreciation or anticipated future appreciation of the Common Stock price. |
Number of Securities | ||||||||||||||||||||||||
Underlying Unexercised | Value of Unexercised | |||||||||||||||||||||||
Options at | In-The-Money Options at | |||||||||||||||||||||||
Shares | Fiscal Year-End(#) | Fiscal Year-End($)(2) | ||||||||||||||||||||||
Acquired on | Value Realized | |||||||||||||||||||||||
Name | Exercise(#) | ($)(1) | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
Michael McNeil | — | — | 50,000 | 31,316 | 1,074,500 | 470,438 | ||||||||||||||||||
Jon J. Eberle | — | — | — | 13,493 | — | 185,523 | ||||||||||||||||||
Dwain C. Jorgensen | — | — | — | 16,080 | — | 229,831 | ||||||||||||||||||
Susan K. Kolling | 26,912 | 426,935 | — | 12,969 | — | 175,074 | ||||||||||||||||||
Bradley C. Krehbiel | — | — | — | 16,382 | — | 223,854 |
(1) | Represents market value of underlying securities on date of exercise less exercise price. |
(2) | Represents market value of underlying securities at year end of $32.99 per share based on the closing price of the Common Stock on the NASDAQ National Market on December 31, 2004 less the exercise price. |
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The Compensation Committee | |
Duane D. Benson | |
Allan R. DeBoer | |
Michael J. Fogarty | |
Mahlon C. Schneider |
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![(PERFORMANCE GRAPH)](https://capedge.com/proxy/DEF 14A/0000950134-05-005433/c91862dc9186201.gif)
Period Ended | ||||||||||||||||||||||||||
12/31/99 | 12/31/00 | 12/31/01 | 12/31/02 | 12/31/03 | 12/31/04 | |||||||||||||||||||||
HMN Financial, Inc. | $ | 100.00 | $ | 120.47 | $ | 147.80 | $ | 167.03 | $ | 250.55 | $ | 350.78 | ||||||||||||||
NASDAQ — Total US | $ | 100.00 | $ | 60.82 | $ | 48.16 | $ | 33.11 | $ | 49.93 | $ | 54.49 | ||||||||||||||
HMN Financial Peer Group | $ | 100.00 | $ | 111.43 | $ | 138.13 | $ | 165.86 | $ | 224.45 | $ | 240.42 | ||||||||||||||
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By Order of the Board of Directors | |
![]() | |
Cindy K. Hamlin | |
Secretary |
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HMN FINANCIAL, INC.
ANNUAL MEETING OF STOCKHOLDERS
Tuesday, April 26, 2005
10:00 a.m.
Rochester Golf & Country Club
3100 W. Country Club Road
Rochester, Minnesota
![]() | HMN Financial, Inc. 1016 Civic Center Drive N.W. Rochester, Minnesota 55901-6057 | proxy |
This Proxy is solicited by the Board of Directors for use at the Annual Meeting on Tuesday, April 26, 2005.
The shares of stock you hold in your account will be voted as you specify below.
If no choice is specified, the Proxy will be voted “FOR” Items 1 and 2.
By signing the Proxy, you revoke all prior proxies and appoint Michael McNeil and Jon J. Eberle, and each of them, with full power of substitution, to vote your shares on the matters shown on the reverse side and any other matters which may come before the Annual Meeting and all adjournments.
See reverse for voting instructions.
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COMPANY # |
There are two ways to vote your Proxy
Your telephone vote authorizes the Named Proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.
VOTE BY PHONE — TOLL FREE — 1-800-560-1965 — QUICK««« EASY««« IMMEDIATE
• | Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a week, until 12:00 p.m. (CT) on April 25, 2005. | |||
• | Please have your proxy card and the last four digits of your Social Security Number or Tax Identification Number available. Follow the simple instructions the voice provides you. |
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we’ve provided or return it toHMN Financial, Inc.,c/o Shareowner ServicesSM, P.O. Box 64873, St. Paul, MN 55164-0873.
If you vote by Phone, please do not mail your Proxy Card
The Board of Directors Recommends a Vote FOR Items 1 and 2.
1. | Election of directors: | 01 Allan R. DeBoer | 03 Karen L. Himle | o | Vote FOR | o | Vote WITHHELD | |||||||
02 Timothy R. Geisler | all nominees | from all nominees | ||||||||||||
(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. | The ratification of the appointment of KPMG LLP as the auditors of the Company for the fiscal year ending December 31, 2005. | o For | o Against | o Abstain | ||||
3. | In their discretion, the proxies are authorized to vote on any other business that may properly come before the Meeting, or any adjournments or postponements thereof. |
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTEDFOR EACH PROPOSAL.
Address Change? Mark Box | o | Indicate changes below: | Date |
Signature(s) in Box
Please sign exactly as your name(s) appear on 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.