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 [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential For Use of the Commission Only
(as Permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to Section 240.14a-12
PORTSMOUTH SQUARE, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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PORTSMOUTH SQUARE, INC.
820 MORAGA DRIVE
LOS ANGELES, CALIFORNIA 90049
(310) 889-2500
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 21, 2008
To the Shareholders of Portsmouth Square, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Portsmouth
Square, Inc. ("Portsmouth" or the "Company") will be held on February 21,
2008 at 11:30 A.M. at the Hilton San Francisco Financial District, 750 Kearny
Street, San Francisco, CA 94108 for the purpose of considering and acting on
the following:
1. To elect five Directors to serve until the next Annual Meeting or
until their successors have been duly elected and qualified.
2. To ratify the Audit Committee's appointment of Burr, Pilger & Mayer
LLP as the Company's independent registered public accounting firm
for the fiscal year ending June 30, 2008; and
3. To consider and act upon any other matters that may properly come
before the meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on January 10, 2008 as
the record date for determining the shareholders having the right to vote at
the meeting or any adjournment thereof.
Your proxy is important to us whether you own a few or many shares. Please
complete, sign, date and promptly return the enclosed proxy in the self
addressed, postage-paid envelope provided. Return the proxy even if you plan
to attend the meeting. You may always revoke your proxy and vote in person.
Dated: January 18, 2008
By Order of the Board of Directors,
/S/ Michael G. Zybala
Michael G. Zybala
Secretary
PORTSMOUTH SQUARE, INC.
820 MORAGA DRIVE
LOS ANGELES, CALIFORNIA 90049
(310) 889-2500
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PROXY STATEMENT
-------------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 21, 2008
The Board of Directors of Portsmouth Square, Inc. (the "Company" or
"Portsmouth") is soliciting proxies in the form enclosed with this statement
in connection with the Annual Meeting of Shareholders to be held February 21,
2008 or at any adjournment or adjournments thereof.
This Proxy Statement and the accompanying Proxy are first being sent to
Shareholders on or about January 25, 2008. Only shareholders of record at
the close of business on January 10, 2008 are entitled to notice of, and to
vote at, the Annual Meeting.
If you give us a proxy, you can revoke it at any time before it is used. To
revoke it, you may file a written notice revoking it with the Secretary of
the Company, execute a proxy with a later date or attend the meeting and vote
in person.
You may vote at the Annual Meeting only shares that you owned of record on
January 10, 2008. There were 734,183 shares of stock outstanding on that
date. A majority, or 367,092 of those shares will constitute a quorum for
the transaction of business at this meeting. Each share is entitled to one
vote on each matter to be presented at the meeting. Unless cumulative voting
is elected as described under "Election of Directors" below, the affirmative
vote of the holders of the majority of the shares of the Company's stock
present or represented at the meeting and entitled to vote is required to
elect directors and ratify or approve the other item being voted on at this
time.
In addition to mailing this material to shareholders, the Company has asked
banks and brokers to forward copies to persons for whom they sold stock of
the Company and to request authority for execution of the proxies. The
Company will reimburse the banks and brokers for their reasonable out-of-
pocket expenses in doing so. Officers of the Company may, without being
additionally compensated, solicit proxies by mail, telephone, telegram or
personal contact. All proxy-soliciting expenses will be paid by the Company.
The Company does not expect to employ anyone else to assist in the
solicitation of proxies.
1
PROPOSAL 1
ELECTION OF DIRECTORS
The Company's Board of Directors presently consists of five directors. We
propose to elect five directors, each to hold office until we have the next
Annual Meeting and until his successor is elected and qualified. The Board
of Directors has nominated John V. Winfield, Jerold R. Babin, Josef A.
Grunwald, John C. Love and William J. Nance. The person named in the
enclosed form of proxy will vote it for the election of the nominees listed
below unless you instruct him otherwise, or a nominee is unwilling to serve.
The Board of Directors has no reason to believe that any nominee will be
unavailable. However, in that event, the proxy may vote for another
candidate or candidates nominated by the Board of Directors.
The California Corporations Code, as applicable to the Company, provides that
a shareholder may cumulate votes if a shareholder gives notice, prior to the
voting, of an intention to cumulate votes. If such a notice is given, every
shareholder may cumulate votes. Cumulating votes means that you can take the
total number of votes you have for all directors and distribute them among
one or more nominees as you see fit. For example, assume you have 100
shares. We have five directors so you have a total of 5 x 100 = 500 votes.
You could give all 500 votes to one person or 250 votes to each of two
nominees, or 100 votes to each of five nominees. You can use this power only
under the circumstances described herein. If cumulative voting is elected,
the enclosed form of proxy gives the proxy discretion to cumulate votes so
that he can elect the maximum possible number of the nominees identified
below.
Any shareholder executing the enclosed form of proxy may withhold authority
to vote for any one or more nominees by so indicating in the manner described
in the form of proxy. However, the number of votes authorized by the form of
proxy will not be affected and the named proxies could probably offset any
such action by using cumulative voting if they thought it necessary. Under
the California Corporations Code any shareholder or any person who claims to
have been denied the right to vote may apply to a state superior court for a
determination of the validity of any election or appointment of any director.
2
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the
Directors and Executive Officers of the Company. There is no relationship by
blood, marriage or adoption among the Directors and Officers. All Directors
serve one-year terms with their terms expiring at the Annual Meeting. All
Officers of the Company are elected or appointed by the Board of Directors
and hold office until the Annual Meeting or until replaced at the discretion
of the Board.
Shares of
Common Stock
Beneficially
Present Owned on Percent
Position Director January 10, of
Name Age With the Company Since 2008 Class (1)
- -------------------------------------------------------------------------------------------------
John V. Winfield (2) 61 Chairman of the Board, 1996 0(4) 0.0%
President and Chief
Executive Officer
Jerold R. Babin (3) 75 Director 1996 48,345 6.6%
John C. Love 67 Director 1998 0(4) 0.0%
Josef A. Grunwald 59 Director 1996 0(4) 0.0%
William J. Nance 63 Director, 1996 0(4) 0.0%
Michael G. Zybala 55 Vice President, N/A 0 0.0%
Secretary and
General Counsel
David T. Nguyen 34 Treasurer and N/A 0 0.0%
Controller
Santa Fe Financial 585,937(4) 79.4%
Corporation and The
InterGroup
Corporation(4)
All of the above as a group 634,282 86.4%
- ------------------------------
(1) Based on 734,183 common shares issued and outstanding as of January 10,
2008.
(2) John V. Winfield is the sole beneficial owner of 49,400 shares
of Portsmouth's majority owner Santa Fe Financial Corporation ("Santa
Fe"). The InterGroup Corporation ("InterGroup") is the beneficial owner
of 920,164 common shares of Santa Fe. As the President and Chairman of
the Board and a 62.6% shareholder of InterGroup, Mr. Winfield has voting
and dispositive power over a total of 985,859 shares of Santa Fe, which
represents approximately 79.4% of the voting power of Santa Fe.
(3) Jerold R. Babin claims sole voting power over the 48,345 shares
identified herein, of which he has sole dispositive power over 9,667
shares held in his retirement account. He claims shared dispositive
power with his wife over 38,478 shares which they hold as trustees of a
family trust.
(4) Santa Fe Financial Corporation is the record and beneficial owner of
505,437 common shares of Portsmouth and Santa Fe's parent company,
InterGroup, is the record and beneficial owner of 80,500 shares of
Portsmouth. As directors of Santa Fe and InterGroup, Messrs. Winfield,
Nance and Love share the power to direct the vote of the shares of
Portsmouth owned by Santa Fe and InterGroup. Mr. Grunwald is a director
of InterGroup and also shares that company's power to vote the shares of
Portsmouth.
3
Security Ownership of Management in Parent Corporation.
As of January 10, 2008, John V. Winfield is the beneficial owner of 49,400
shares of the common stock of Portsmouth's parent corporation, Santa Fe. The
InterGroup Corporation is the beneficial owner of 936,459 shares of common
stock of Santa Fe. Pursuant to a Voting Trust Agreement dated June 30, 1998,
InterGroup also has the power to vote the 49,400 shares of common stock owned
by Mr. Winfield giving it a total of 985,859 voting shares, which represents
approximately 79.4% of the voting power of Santa Fe. As President, Chairman
of the Board and a 62.6% shareholder of InterGroup, Mr. Winfield has voting
and dispositive power over the shares owned of record and beneficially by
InterGroup. No other director or executive officer of Portsmouth has a
beneficial interest in Santa Fe's shares.
Business Experience:
The principal occupation and business experience during the last five years
for each of the Directors and Executive Officers of the Company are as
follows:
John V. Winfield -- Mr. Winfield was first elected to the Board in May of
1996 and currently serves as the Company's Chairman of the Board, President
and Chief Executive Officer. Mr. Winfield is also Chairman of the Board,
President and Chief Executive Officer of Portsmouth's parent company Santa Fe
Financial Corporation, having held those positions since April 1996. Mr.
Winfield is Chairman of the Board, President and Chief Executive Officer of
The InterGroup Corporation ("InterGroup"), a public company, and has held
those positions since 1987.
Jerold R. Babin -- Mr. Babin was appointed as a Director of the Company on
February 1996. Mr. Babin has been a retail securities broker for the past 46
years. From 1989 to present, he has worked for Prudential Securities, (now
Wachovia Securities) where he currently holds the title of First Vice-
President.
John C. Love -- Mr. Love was appointed a Director of the Company on March 5,
1998. Mr. Love is an international hospitality and tourism consultant and a
hotel broker. He is a retired partner in the national CPA and consulting
firm of Pannell Kerr Forster. Mr. Love has extensive experience in hotel
development, acquisition and development. He is Chairman Emeritus of Golden
Gate University in San Francisco. Mr. Love is also a Director of Santa Fe,
having first been appointed on March 2, 1999 and a Director of InterGroup,
having first been appointed in January 1998.
Josef A. Grunwald -- Mr. Grunwald was elected as a Director of the Company in
May 1996. Mr. Grunwald is an industrial, commercial and residential real
estate developer. He serves as Chairman of PDG N.V. (Belgium), a hotel
management company, and President of I.B.E. Services S.A. (Belgium), an
international trading company. Mr. Grunwald is also a Director of
InterGroup, having held that position since 1987.
William J. Nance -- Mr. Nance was first elected to the Board in May 1996. Mr.
Nance is also a Director of Santa Fe. He is the President and CEO of Century
Plaza Printers, Inc., a company he founded in 1979. He has also served as a
consultant in the acquisition and disposition of multi-family and commercial
real estate. Mr. Nance is a Certified Public Accountant and, from 1970 to
1976, was employed by Kenneth Leventhol & Company where he was a Senior
Accountant specializing in the area of REITS and restructuring of real estate
companies, mergers and acquisitions, and all phases of real estate
development and financing. Mr. Nance is a Director of InterGroup and has
held such position since 1984. Mr. Nance also serves as a director of
Goldspring, Inc., a public company.
Michael G. Zybala - Mr. Zybala was appointed Vice President and Secretary of
the Company on February 20, 1998. He is also Vice President, Secretary and
General Counsel of Santa Fe. Mr. Zybala has served as the Company's General
Counsel since 1995 and has represented the Company as its corporate counsel
since 1978. Mr. Zybala also serves as Assistant Secretary and counsel to
InterGroup.
David T. Nguyen - Mr. Nguyen was appointed as Treasurer of the Company on
February 27, 2003. Mr. Nguyen also serves as Treasurer of InterGroup and
Santa Fe, having been appointed to those positions on February 26, 2003 and
February 27, 2003, respectively. Mr. Nguyen is a Certified Public Accountant
and, from 1995 to 1999, was employed by PricewaterhouseCoopers LLP where he
was a Senior Accountant specializing in real estate. Mr. Nguyen has also
served as the Company's Controller from 1999 to December 2001 and from
December 2002 to present.
4
Family Relationships: There are no family relationships among directors,
executive officers, or persons nominated or chosen by the Company to become
directors or executive officers.
Involvement in Certain Legal Proceedings: No director or executive officer,
or person nominated or chosen to become a director or executive officer, was
involved in any legal proceeding requiring disclosure.
BOARD AND COMMITTEE INFORMATION
Board of Directors:
Portsmouth is an unlisted company and a small business issuer under the rules
and regulations of the Securities and Exchange Commission ("SEC"). The
majority of its Board of Directors consists of "independent" directors as
independence is defined by the applicable rules of the SEC and the National
Association of Securities Dealers' ("NASD"). The Board of Directors held four
meetings during the 2007 Fiscal Year (in person, telephonically or by written
consent). No Director attended (whether in person, telephonically, or by
written consent) less than 75% of all meetings held during the period of time
he or she served as Director during the 2007 Fiscal Year.
The Board of Directors has not established a formal process for security
holders to send communications to the Board of Directors and the Board has
not deemed it necessary to establish such a procedure at this time.
Historically, almost all communications that the Company receives from
security holders are administrative in nature and are not directed to the
Board of Directors. If the Company should receive a security holder
communication directed to the Board of Directors, or to an individual
director, said communication will be relayed to the Board of Directors or the
individual director as the case may be.
The Company does not have any formal policy with regard to board members
attendance at annual meetings of shareholders but encourages each director to
attend said meetings. All of the Company's directors attended the fiscal 2006
annual meeting of shareholders.
Committees:
Portsmouth has established two standing committees, a Securities Investment
Committee and an Audit Committee. The Company does not have any standing
nominating or compensation committees of the Board of Directors. Executive
compensation is determined by the independent members of the Board. New
director nominations, if any, will be considered and determined by the Board
of Directors. The Company has no policy with regard to consideration of any
director candidates recommended by security holders. As a small business
issuer that has approximately 86.4% of its voting securities controlled by
management, the Company has not deemed it appropriate to institute such a
policy.
On March 17, 1998, the Company established a Securities Investment Committee
to establish guidelines and to review the Company's investment policies. The
Committee consists of all of the Directors of the Company, John V. Winfield
(Chair), John C. Love and William J. Nance. During fiscal 2007, the
Securities Investment Committee held four meetings, in person, telephonically
or by written consent with, all members attending each meeting.
Portsmouth is an unlisted company and small business issuer under SEC rules.
The Company's Audit Committee is currently comprised of Messrs. Nance
(Chairperson) and Love, each of whom are independent directors as
independence is defined by the applicable rules of the SEC and the NASD, and
as may be modified or supplemented. Each of these directors also meets the
audit committee financial expert test. The primary function of the Audit
Committee is to assist the Board of Directors in fulfilling its oversight
responsibilities by reviewing: the financial reports provided by the Company
to any governmental body or the public; the Company's system of internal
controls regarding finance, accounting, legal compliance and ethics that
management and the Board have established; and the Company's auditing,
5
accounting and financial processes generally. The Audit Committee is
responsible for the selection and retention of the Company's independent
auditors. The Audit Committee held six meetings during the 2007 fiscal year.
The Company's Board of Directors adopted a written charter for the Audit
Committee, a copy of that written charter, as amended, is attached as
Appendix A to this proxy statement.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and each beneficial owner of more than ten percent of
the Common Stock of the Company, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers, directors
and greater than ten-percent shareholders are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file. Based
solely on its review of the copies of such forms received by the Company, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that during fiscal 2007 all
filing requirements applicable to its officers, directors, and greater than
ten-percent beneficial owners were complied with.
EXECUTIVE COMPENSATION
As a small business issuer, Portsmouth has no compensation committee.
Executive Officer compensation is set by independent members of the Board of
Directors. The Board seeks to design and set compensation to attract and
retain highly qualified executive officers and to align their interests with
those of long-term owners of the Company. The Board has not engaged any
compensation consultants in determining the amount or form of executive or
director compensation, but does review and monitor published compensation
surveys and studies. The Board may delegate to the Company's Chief Executive
Officer the authority determine the compensation of certain executive
officers.
The following table provides certain summary information concerning
compensation awarded to, earned by, or paid to the Company's principal
executive officer and other named executive officers of the Company whose
total compensation exceeded $100,000 for all services rendered to the Company
for each of the Company's last two competed fiscal years ended June 30, 2007
and 2006. No stock awards, long-term compensation, options or stock
appreciation rights were granted to any of the named executive officers
during the last two fiscal years.
SUMMARY COMPENSATION TABLE
Fiscal All Other
Name and Principal Position Year Salary Bonus Compensation Total
- --------------------------- ---- ---------- ---------- ------------ ------------
John V. Winfield 2007 $133,500(1) $ - $17,000(2) $ 150,500
Chairman, President and 2006 $133,500(1) $ - $17,000(2) $ 150,500
Chief Executive Officer
Michael G. Zybala 2007 $118,800(3) $ - $ - $ 118,800
Vice President, Secretary 2006 $ 72,000(3) $ - $ - $ 72,000
and General Counsel
- ---------------------------
(1) Amounts shown include $6,000 per year in regular Directors fees.
(2) During fiscal years 2007 and 2006, the Company also paid annual premiums
of $17,000 for a split dollar whole life insurance policy, owned by, and the
beneficiary of which is, a trust for the benefit of Mr. Winfield's family.
This policy was obtained in December 1998 and provides for a death benefit of
$1,000,000. The Company has a secured right to receive, from any proceeds of
the policy, reimbursement of all premiums paid prior to any payments to the
beneficiary.
(3) Amounts shown include Special Hotel Committee monthly fees and meeting
fees.
6
Portsmouth has no stock option plan or stock appreciation rights for its
executive officers. The Company has no pension or long-term incentive plans.
There are no employment contracts between Portsmouth and any executive
officer, and there are no termination-of-employment or change-in-control
arrangements.
On July 18, 2003, the disinterested members of the Board of Directors
established a performance based compensation program for the Company's CEO,
John V. Winfield, to keep and retain his services as a direct and active
manager of the Company's securities portfolio. The Company's previous
experience and results with outside money managers was not acceptable.
Pursuant to the criteria established by the Board, Mr. Winfield was be
entitled to performance compensation for his management of the Company's
securities portfolio equal to 20% of all net investment gains generated in
excess of the performance of the S&P 500 Index. Compensation amounts will be
calculated and paid quarterly based on the results of the Company's
investment portfolio for that quarter. Should the Company have a net
investment loss during any quarter, Mr. Winfield would not be entitled to any
further performance-based compensation until any such investment losses are
recouped by the Company. On February 26, 2004, the Board of Directors
amended the performance threshold to require an annualized return equal to
the Prime Rate of Interest (as published in the Wall Street Journal) plus 2%
instead of the S&P 500 Index, effective with the quarterly period commencing
January 1, 2004. This performance based compensation program may be further
modified or terminated at the discretion of the Board. No performance based
compensation was earned or paid for fiscal years ended June 30, 2007 or 2006.
Internal Revenue Code Limitations
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"),
provides that, in the case of a publicly held corporation, the corporation is
not generally allowed to deduct remuneration paid to its chief executive
officer and certain other highly compensated officers to the extent that such
remuneration exceeds $1,000,000 for the taxable year. Certain remuneration,
however, is not subject to disallowance, including compensation paid on a
commission basis and, if certain requirements prescribed by the Code are
satisfied, other performance based compensation. No compensation paid by the
Company to its CEO or other executive officers was subject the deduction
disallowance prescribed by Section 162(m) of the Code.
Outstanding Equity Awards at Fiscal Year End.
The Company did not have any outstanding equity awards at the end of its
fiscal year ended June 30, 2007 and has no equity compensation plans in
effect.
DIRECTOR COMPENSATION
Each director of the Company is paid a Board retainer fee of $1,500 per
quarter for a total annual compensation of $6,000. This policy has been in
effect since July 1, 1985. Members of the Company's Audit Committee also
receive a fee of $500 per quarter. Directors and Committee members are also
reimbursed for their out-of-pocket travel costs to attend meetings.
On February 26, 2004, the Board of Directors established a Special Hotel
Committee to actively oversee the Company's interests in Justice Investors
and the repositioning and operations of the Hotel asset. The members of the
Special Committee are Directors John C. Love (Chair), William J. Nance and
the Company's Vice President, Secretary and General Counsel, Michael G.
Zybala. Committee members are to be paid a monthly fee of $1,500 and $500 for
each full day meeting attended and $250 for each half day meeting attended in
excess of one meeting per month. Due to the significant number of meetings
required to oversee the Company's Hotel asset, the Board of Directors, on
February 22, 2007, decided to increase the monthly fee to be paid to the
members of the Special Hotel Committee to $2,500, effective January 1, 2007,
and to eliminate any additional meeting fees in the future.
7
The following table provides information concerning compensation awarded to,
earned by, or paid to the Company's directors for the fiscal year ended June
30, 2007.
DIRECTOR COMPENSATION TABLE
Fees Earned
or Paid All Other
Name in Cash Compensation Total
- ----------------- ----------- ------------ -------
Jerold R. Babin $ 6,000 - $ 6,000
Josef A. Grunwald $ 6,000 - $ 6,000
John C. Love $62,000(1) - $62,000
William J. Nance $62,000(1) - $62,000
John V. Winfield(2)
- --------------
(1) Amounts shown include regular Board fees, Audit Committee Fees and
Special Hotel Committee monthly fees and meeting fees.
(2) As an executive officer, Mr. Winfield's director's fees are reported in
the Summary Compensation Table.
Change in Control or Other Arrangements
Except for the foregoing, there are no other arrangements for compensation of
directors and there are no employment contracts between the Company and its
directors or any change in control arrangements.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As of January 10, 2008, Santa Fe and InterGroup owned 79.8% of the common
stock of Portsmouth, and InterGroup and John V. Winfield, in the aggregate,
owned approximately 79.4% of the voting stock of Santa Fe. Certain costs and
expenses, primarily rent, insurance and general administrative expenses, are
allocated between the Company, Santa Fe, and InterGroup based on management's
estimate of the utilization of resources. Effective June 30, 1998, certain
accounting and administrative functions of the Company and its subsidiaries,
were transferred to the Los Angeles, California offices of InterGroup.
During the fiscal years ended June 30, 2007 and 2006, the Company made
payments to InterGroup in the total amount of approximately $73,000 and
$80,000, respectively, for administrative costs and reimbursement of direct
and indirect costs associated with the management of the Company and its
investments, including the Partnership asset.
As Chairman of the Securities Investment Committee, the Company's President
and Chief Executive officer, John V. Winfield, oversees the investment
activity of the Company in public and private markets pursuant to authority
granted by the Board of Directors. Mr. Winfield also serves as Chief
Executive Officer of Santa Fe and InterGroup and oversees the investment
activity of those companies. Depending on certain market conditions and
various risk factors, the Chief Executive Officer, his family, Santa Fe and
InterGroup may, at times, invest in the same companies in which the Company
invests. The Company encourages such investments because it places personal
resources of the Chief Executive Officer and his family members, and the
resources of Santa Fe and InterGroup, at risk in connection with investment
decisions made on behalf of the Company.
On July 18, 2003, the disinterested members of the Board of Directors
established a performance based compensation program for the Company's CEO to
keep and retain his services as a direct and active manager of the Company's
securities portfolio. Pursuant to the criteria established by the Board, Mr.
Winfield is entitled to performance compensation for his management of the
Company's securities portfolio equal to 20% of all net investment gains
8
generated in excess of the performance of the S&P 500 Index. Compensation
amounts are calculated and paid quarterly based on the results of the
Company's investment portfolio for that quarter. Should the Company have a
net investment loss during any quarter, Mr. Winfield would not be entitled to
any further performance-based compensation until any such investment losses
are recouped by the Company. On February 26, 2004, the Board of Directors
amended the performance threshold to require an annualized return equal to
the Prime Rate of Interest (as published in the Wall Street Journal) plus 2%
instead of the S&P 500 Index, effective with the quarterly period commencing
January 1, 2004. No performance bonuses were paid for the fiscal years ended
June 30, 2007 and 2006. This performance based compensation program may be
further modified or terminated at the discretion of the Board.
In December 1998, the Board of Directors authorized the Company to obtain
whole life insurance and split dollar insurance policies covering the
Company's President and Chief Executive Officer, Mr. Winfield. During fiscal
2007 and 2006, the Company paid annual premiums of $17,000 for the split
dollar whole life insurance policy, owned by, and the beneficiary of which
is, a trust for the benefit of Mr. Winfield's family. The Company has a
secured right to receive, from any proceeds of the policy, reimbursement of
all premiums paid prior to any payments to the beneficiary.
On August 29, 2007, the Board of Directors authorized an investment of
$973,000 for Portsmouth to acquire a 50% equity interest in Intergroup
Uluniu, Inc., a Hawaii corporation ("Uluniu") in a related party transaction.
Uluniu is a 100% owned subsidiary of InterGroup. Uluniu owns an approximately
two-acre parcel of unimproved land located in Kihei, Maui, Hawaii which is
held for development. The Company's investment in Uluniu represents an amount
equal to the costs paid by InterGroup for the acquisition and carrying costs
of the property through August 2007. The fairness of the financial terms of
the transaction were reviewed and approved by the independent director of the
Company. As of September 5, 2007, $758,000 of the investment amount had been
paid by Portsmouth.
There are no other relationships or related transactions between the Company
and any of its officers, directors, five-percent security holders or their
families that require disclosure.
Director Independence
Portsmouth is an unlisted company and a small business issuer under the rules
and regulations of the Securities and Exchange Commission ("SEC"). With the
exception of the Company's President and CEO, John V. Winfield, all of
Portsmouth's Board of Directors consists of "independent" directors as
independence is defined by the applicable rules of the SEC and the National
Association of Securities Dealers' ("NASD").
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF JOHN V.
WINFIELD, JEROLD R. BABIN, JOSEF A. GRUNWALD, JOHN C. LOVE AND WILLIAM J.
NANCE AS DIRECTORS OF THE COMPANY.
9
PRINCIPAL HOLDERS OF EQUITY SECURITIES
The following table shows, as of January 10, 2008, the Common Stock owned by
every person owning of record (other than securities depositories), or known
by the Company to own beneficially, more than 5% of the outstanding shares.
Any voting securities beneficially owned by directors and director nominees
are also disclosed under Proposal 1 - Election of Directors herein.
Name Shares of Common Stock Percent of Class (1)
---- ---------------------- --------------------
Santa Fe Financial Corporation 585,937(2) 79.8%
and The InterGroup Corporation
820 Moraga Drive
Los Angeles, CA 90049
Jerold R. Babin 48,345(3) 6.6%
555 California Street
Suite 2300
San Francisco, CA 94104
- -------------------------------
(1) Based on 734,183 shares issued and outstanding.
(2) Santa Fe Financial Corporation is the record and beneficial owner of
505,437 common shares of Portsmouth and Santa Fe's parent company,
InterGroup, is the record and beneficial owner of 80,500 shares of
Portsmouth. The President and Chairman of the Boards of Santa Fe and
InterGroup votes these shares.
(3) Jerold R. Babin claims sole voting power over the 48,345 shares
identified herein, of which he has sole dispositive power over 9,667 held
in his retirement account. He claims shared dispositive power with his
wife over the 38,478 shares which they hold as trustees of a family
trust.
As of January 10, 2008, there were 734,183 shares of the Company's Common
Stock issued and outstanding, which were held by approximately 225
shareholders of record, with a total of approximately 355 shareholders,
including beneficial holders.
PROPOSAL II
Ratification of the Appointment of
Independent Registered Public Accounting Firm
The Audit Committee of the Board of Directors has appointed the firm of Burr,
Pilger & Mayer LLP as the Company's independent registered public accounting
firm for the fiscal year ending June 30, 2008. Although the action of
shareholders in this matter is not required, the Audit Committee believes it
is appropriate to seek shareholder ratification of this appointment.
Ratification requires the affirmative vote of a majority of the shares
represented and voted at the Annual Meeting.
On October 23, 2007, the Audit Committee of the Board of Directors
recommended and approved the dismissal of PricewaterhouseCoopers LLP ("PWC")
as the Company's independent registered public accounting firm. PWC served as
the independent registered accounting firm engaged to audit the Company's
financial statements for its two most recent fiscal years. On October 23,
2007, the Audit Committee engaged and appointed Burr, Pilger & Mayer LLP
("BPM") as the Company's new independent registered accounting firm.
10
The reports of PWC on the financial statements of the Company for the fiscal
years ended June 30, 2007 and 2006 did not contain an adverse opinion or
disclaimer of opinion, and were not qualified or modified as to uncertainty,
audit scope, or accounting principle. During the fiscal years ended June 30,
2007 and 2006 and through October 23, 2007, there were no disagreements with
PWC on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements (as defined
in Item 304(a)(1)(iv)(A) of Regulation S-B), if not resolved to the
satisfaction of PWC, would have caused PWC to make reference thereto in their
reports on the Company's financial statements for such years. During the
fiscal years ended June 30, 2007 and 2006 and through October 23, 2007, there
were no reportable events as defined in Item 304(a)(1)(iv)(B) of Regulation
S-B.
The Company provided PWC with a copy of the above disclosures and requested
that PWC furnish a letter addressed to the U.S. Securities and Exchange
Commission stating whether or not it agrees with the statements made by the
Company and, if not, stating the respects in which it does not agree. PWC
furnished a letter confirming that it agreed with the statements made by the
Company.
During fiscal years ended June 30, 2007 and 2006 and through October 23,
2007, there were no consultations with BPM on any matters described in Item
304(a)(2)(i) and Item 304(a)(2)(ii) of Regulation S-B.
BPM serves as the auditors of the Justice Investors limited partnership
("Justice" or the Partnership"). Due to the consolidation of the financial
statements of Justice into those of the Company, effective July 1, 2006, the
Audit Committee believed that the engagement of BPM would promote greater
efficiencies and savings for the Company, especially since the hotel owned by
the Partnership is now the major asset and operating entity on the Company's
financial statements.
We expect that a representative of Burr Pilger & Mayer will be present at the
Annual Meeting to respond to appropriate questions from shareholders, and we
will provide this representative with an opportunity to make a statement if
he or she desires to do so. We do not expect that a representative of
PricewaterhouseCoopers will be present at the Annual Meeting.
THE FOLLOWING REPORT OF THE AUDIT COMMITTEE SHALL NOT BE DEEMED TO BE
SOLICITING MATERIAL OR TO BE FILED WITH THE SEC UNDER THE SECURITIES ACT OF
1933 OR THE SECURITIES EXCHANGE ACT OF 1934 OR INCORPORATED BY REFERENCE IN
ANY DOCUMENT SO FILED.
AUDIT COMMITTEE REPORT
The Audit Committee's responsibilities are described in a written charter
adopted by the Board of Directors, which is attached as Appendix A to this
Proxy Statement. The Audit Committee primary duties and responsibilities are
to: serve as an independent and objective party to monitor the Company's
financial reporting process and internal control system; appoint and approve
the compensation of the Company's independent registered public accounting
firm; review and appraise the audit efforts of the Company's independent
registered public accounting firm; and provide an open avenue of
communications among the independent registered public accounting firm,
financial and senior management, and the Board of Directors. During fiscal
year ended June 30, 2007, the Company retained its independent registered
public accounting firm, PricewaterhouseCoopers LLP, to provide audit and
audit related services. There were no fees paid for non-audit services.
The Audit Committee reviewed and discussed the audited financial statements
with management and PricewaterhouseCoopers LLP and management represented to
the Audit Committee that the consolidated financial statements were prepared
in accordance with generally accepted accounting principals. The discussions
with PricewaterhouseCoopers LLP also included the matters required by
Statement on Auditing Standards No. 61 (Communication with Audit Committees),
as amended by FAS No. 90 with respect to quarterly financial statements. The
Audit Committee has also received the written disclosures and the letter from
PricewaterhouseCoopers LLP regarding its independence as required by
Independence Standards Board Standard No. 1 (Independence Discussions with
Audit Committees), which was discussed with PricewaterhouseCoopers LLP.
11
Based on the Audit Committee's review of the audited financial statements,
and the review and discussions with management and PricewaterhouseCoopers LLP
referred to above, the Audit Committee recommended to the Company's Board of
Directors that the audited financial statements be included in the Company's
Annual Report on Form 10-KSB for the fiscal year ended June 30, 2007 for
filing with the Securities and Exchange Commission.
THE AUDIT COMMITTEE:
WILLIAM J. NANCE, CHAIRPERSON
JOHN C. LOVE
Audit Fees
The aggregate fees billed for each of the last two fiscal years ended June
30, 2007 and 2006 for professional services rendered by
PricewaterhouseCoopers LLP, the independent registered public accounting firm
for the audit of the Company's annual financial statements and review of
financial statements included in the Company's Form 10-QSB or services
normally provided by the auditor in connection with statutory and regulatory
filings or engagements for those fiscal years, were as follows:
Fiscal Year
-------------------------
2007 2006
-------- --------
Audit Fees $138,000 $154,000
Audit Related Fees - -
Tax Fees - -
All Other Fees - -
-------- --------
Total: $138,000 $154,000
Audit Committee Pre-Approval Policies
The Audit Committee shall pre-approve all auditing services and permitted
non-audit services (including the fees and terms thereof) to be performed for
the Company by its independent registered public accounting firm, subject to
any de minimus exceptions that may be set for non-audit services described in
Section 10A(i)(1)(B) of the Exchange Act which are approved by the Committee
prior to the completion of the audit. The Committee may form and delegate
authority to subcommittees consisting of one or more members when
appropriate, including the authority to grant pre-approvals of audit and
permitted non-audit services, provided that decisions of such subcommittee to
grant pre-approvals shall be presented to the full Committee at its next
scheduled meeting. All of the services described herein were approved by the
Audit Committee pursuant to its pre-approval policies.
None of the hours expended on the independent registered public accounting
firm's engagement to audit the Company's financial statements for the most
recent fiscal year were attributed to work performed by persons other than
the independent registered public accounting firm's full-time permanent
employees.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT
OF BURR, PILGER & MAYER AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
12
OTHER BUSINESS
As of the date of this statement, management knows of no business to be
presented at the meeting that is not referred to in the accompanying notice,
other than the approval of the minutes of the last shareholders' meeting,
which action will not amount to ratification of the actions taken at that
meeting. As to other business that may properly come before the meeting, it
is intended that the proxies properly executed and returned will be voted in
respect thereof at the discretion of the person voting the proxies in
accordance with the best judgment of the person voting the proxies.
SHAREHOLDER PROPOSALS
It is presently anticipated that the fiscal 2008 Annual Meeting of
Shareholders will be held on or around February 26, 2009. Any shareholder
proposals intended to be considered for inclusion in the proxy statement for
presentation at the fiscal 2008 Annual Meeting must be received by the
Company no later than October 26, 2008. The proposal must be in accordance
with the provisions of Rule 14a-8 promulgated by the Securities and Exchange
Commission under the Securities Act of 1934. It is suggested that the
proposal be submitted by certified mail - return receipt requested.
FORM 10-KSB and ANNUAL REPORT
The Annual Report to Shareholders for the 2007 fiscal year accompanies this
proxy statement, but is not deemed a part of the proxy solicitation material.
A copy of the Company's Form 10-KSB for the fiscal year ended June 30, 2007,
as required to be filed with the Securities and Exchange Commission,
excluding exhibits, will be mailed to shareholders without charge upon
written request to: Michael G. Zybala, Secretary, Portsmouth Square, Inc.,
820 Moraga Drive, Los Angeles, CA 90049. Such request must set forth a good-
faith representation that the requesting party was either a holder of record
or a beneficial owner of the common stock of the Company on January 10, 2008.
The Company's Form 10-KSB and other reports are also available through the
Securities and Exchange Commission's world-wide-web site
(http://www.sec.gov).
By Order of the Board of Directors
PORTSMOUTH SQUARE, INC.
Michael G. Zybala
Secretary
Dated: Los Angeles, California
January 18, 2008
13
APPENDIX A
PORTSMOUTH SQUARE, INC.
AUDIT COMMITTEE CHARTER
(As Reviewed January 15, 2008)
Purpose:
- -------
The primary purpose of the Audit Committee is to assist the Board of
Directors in fulfilling its responsibility of overseeing management's conduct
of the Company's financial reporting process, the Company's systems of
internal accounting and financial controls, and the annual independent audit
of the Company's financial statements.
In discharging its oversight role, the Committee is empowered to investigate
any matter brought to its attention and shall have full access to all books,
records, facilities and personnel of the Company and the power to retain
outside counsel, auditors or other experts for this purpose. The Board and
the Committee are in place to represent the Company's shareholders, and the
Company's independent registered public accounting firm is ultimately
accountable to the Board and the Committee as such representatives of
shareholders. It is the responsibility of the Committee to maintain free and
open means of communication between the Board, the Company's independent
registered public accounting firm and the financial management and internal
auditors of the Company.
The Committee shall review the adequacy of this Charter on an annual basis.
Membership:
- ----------
The Committee shall be comprised of "independent" directors that meet the
composition requirements as defined by the rules of the Securities and
Exchange Commission ("SEC") and the National Association of securities
Dealers ("NASD") as may be modified and supplemented from time to time.
Accordingly, all of the members of the Committee will be directors:
1. Who have no relationship to the Company that may interfere with the
exercise of their independence from management and the Company;
2. Are not affiliates of the Company;
3. Do not receive any compensation from the Company other than in the
capacity as director; and
4. Who are financially literate or who become financially literate
within a reasonable period of time after appointment to the Committee.
In addition, at least one member of the Committee will be an audit committee
financial expert as defined by the Securities and Exchange Commission.
The members of the Committee shall be elected by the Board at the annual
meeting of the Board and shall serve until their successors shall be duly
elected and qualified. Unless a Chairman of the Committee is elected by the
full Board, the members of the Committee may designate a Chairman of the
Committee by majority vote of the full Committee Membership.
Meetings:
- --------
The Committee shall meet at least four times annually, or more frequently as
circumstances dictate. A majority of the members of the Committee shall
constitute a quorum for the transaction of business. Minutes of each meeting
of the Committee should be recorded by the Secretary to the Committee.
Approval by a majority of the members present at a meeting at which a quorum
is present shall constitute approval by the Committee. The Committee may also
A-1
act by unanimous written consent without a meeting. As part of its job to
foster open communication, the Committee should meet at least annually with
management and the Company's independent registered public accounting firm in
separate executive sessions to discuss any matters that the Committee or each
of these groups believe should be discussed privately. In addition, the
Committee or at least its Chairman should meet with the Company's independent
registered public accounting firm and management quarterly to review the
Company's financials consistent with #2 below. The Committee may request any
officer or employee of the Company or the Company's outside counsel or the
Company's independent registered public accounting firm to attend a meeting
of the Committee or to meet with any members of, or consultants to, the
Committee.
Key Responsibilities:
- --------------------
The Committee's job is one of oversight, and it recognizes that the Company's
management is responsible for preparing the Company's financial statements
and that the Company's independent registered public accounting firm is
responsible for auditing those financial statements pursuant to professional
standards. Additionally, the Committee recognizes that financial management
has more time, knowledge and detailed information about the Company than do
Committee members. Consequently, in carrying out its oversight
responsibilities, the Committee is not providing any expert or special
assurance as to the Company's financial statements or any professional
certification as to the outside auditor's work.
The following functions shall be the common recurring activities of the
Committee in carrying out its oversight function. These functions are set
forth as a guide with the understanding that the Committee may diverge from
this guide as appropriate given the circumstances.
1. The Committee shall review with management and the Company's
independent registered public accounting firm the audited financial
statements to be included in the Company's Annual Report on Form 10-KSB (or
the Annual Report to Shareholders if distributed prior to the filing of the
Form 10-KSB) prior to the filing of the Form 10-KSB or, if deemed
appropriate, prior to any year-end earnings release. The Committee shall
review and consider with Company's independent registered public accounting
firm the all matters required to be discussed by Statement of Auditing
Standards ("SAS") No. 61, as amended by SAS No.90, by auditors with audit
committees.
2. As a whole, or through the Committee chair, the Committee shall
review with the Company's independent registered public accounting firm the
Company's interim financial results to be included in the Company's quarterly
reports to be filed with Securities and Exchange Commission and the matters
required to be discussed by SAS No. 61, as amended by SAS No. 90 with respect
to quarterly financial statements. Such review will occur prior to the
Company's filing of the Form 10-QSB or, if deemed appropriate, prior to any
quarterly earnings releases.
3. Review disclosures made to the Committee by the Company's CEO and
CFO during their certification process for the Form 10-KSB and Form 10-QSB
about any significant deficiencies in the design or operation of internal
controls or material weaknesses therein and any fraud involving management or
other employees who have a significant role in the Company's internal
controls.
4. The Committee shall:
(a) request from the Company's independent registered public
accounting firm annually a formal written statement delineating
all relationships between the independent registered public
accounting firm and the Company consistent with Independence
Standards Board Standard No. 1;
(b) discuss with the Company's independent registered public
accounting firm any disclosed relationships or services which
may impact that firm's objectivity or independence; and
(c) recommend that the Board take appropriate action in response
to the Company's independent registered public accounting firm's
report to satisfy itself of that firm's independence.
A-2
5. The Committee shall have the sole authority to appoint or replace
the Company's independent registered public accounting firm (subject, if
applicable, to shareholder ratification). The Committee shall be directly
responsible for the compensation and oversight of the work of the Company's
independent registered public accounting firm (including resolution of
disagreements between management and the Company's independent registered
public accounting firm regarding financial reporting) for the purpose of
preparing or issuing an audit report or related work. The Company's
independent registered public accounting firm shall report directly to the
Committee.
6. The Committee shall preapprove all auditing services and permitted
non-audit services (including the fees and terms thereof) to be performed for
the company by its independent registered public accounting firm, subject to
the de minimus exceptions for non-audit services described in Section 10A
(i)(1)(B) of the Exchange Act which are approved by the Committee prior to
the completion of the audit. The Committee may form and delegate authority to
subcommittees consisting of one or more members when appropriate, including
the authority to grant preapprovals of audit and permitted nonaudit services,
provided that decisions of such subcommittee to grant preapprovals shall be
presented to the full Committee at its next scheduled meeting.
7. Review and discuss quarterly reports from the Company's independent
registered public accounting firm:
(a) All critical accounting policies and practices to be
used.
(b) All alternative treatments of financial information
within generally accepted accounting principles that have
been discussed with management, ramifications of the use of
such alternative disclosures and treatments, and the
treatment preferred by the independent registered public
accounting.
(c) Other material written communications between the
independent registered public accounting firm and management,
such as any management letter or schedule of unadjusted
differences.
8. Periodically consult with the Company's independent registered
public accounting firm, out of the presence of management, about internal
controls and the fullness and accuracy of the organization's financial
statements.
9. Recommend to the Board policies for the Company's hiring of
employees or former employees of the independent registered public accounting
firm who participated in any capacity in the audit of the Company.
10. Discuss with management the Company's use of "pro forma" or
"adjusted" non-GAAP information, as well as financial information and
earnings guidance provided to analysts and rating agencies. Such discussion
may be done generally (consisting of discussing the types of information to
be disclosed and the types of presentations to be made).
11. Establish regular and separate systems of reporting to the
Committee by each of management, the independent registered public accounting
firm, and the internal accountants regarding any significant judgments made
in management's preparation of the financial statements, and the view of each
as to appropriateness of such judgments.
12. Following completion of the annual audit, review separately with
each of management and the independent registered public accounting firm any
significant difficulties encountered during the course of the audit,
including any restrictions on the scope of work or access to required
information.
13. Review any significant disagreement among management and the
independent registered public accounting firm in connection with the
preparation of the financial statements.
A-3
14. Establish procedures for the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal accounting
controls or auditing matters, and the confidential, anonymous submission by
employees of concerns regarding questionable accounting or auditing matters.
15. Establish, review, and update periodically a Code of Ethical
Conduct, and ensure that management has established a system to enforce this
Code.
16. Review and approve any transactions between the Company and its
officers, directors or 5% shareholders.
17. The Committee shall have the authority, to the extent it deems
necessary or appropriate, to retain independent legal, accounting or other
advisors. The Company shall provide for appropriate funding, as determined by
the Committee, for payment of compensation to the Company's independent
registered public accounting firm for the purpose of rendering or issuing an
audit report and to any advisors employed by the Committee.
Reporting Responsibilities:
- --------------------------
The Committee shall prepare the report required by the rules of the
Securities and Exchange Commission to be included in the Company's annual
proxy statement.
The Committee shall prepare such other reports for the full Board of
Directors and others as it shall deem necessary to discharge its
responsibilities under this Charter.
A-4
Form of Proxy
- -----------------------------------------------------------------------------
Proxy - PORTSMOUTH SQUARE, INC.
- -----------------------------------------------------------------------------
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD FEBRUARY 21, 2008
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John V. Winfield and Michael G. Zybala, and
each of them, the attorneys, agents and proxies of the undersigned, with full
powers of substitution to each, to attend and act as proxy or proxies of the
undersigned at the Annual Meeting of Shareholders of Portsmouth Square, Inc.
to be held at the Hilton San Francisco Financial District, 750 Kearny Street,
San Francisco, CA 94108 on Thursday, February 21, 2008 at 11:30 a.m., and at
any and all adjournments thereof, and to vote as specified herein the number
of shares which the undersigned, if personally present, would be entitled to
vote.
The undersigned hereby ratifies and confirms all that the attorneys and
proxies, or any of them, or their substitutes shall lawfully do or cause to
be done by virtue hereof, and hereby revokes any and all proxies heretofore
given by the undersigned to vote at the meeting. The undersigned acknowledges
receipt of the Notice of Annual Meeting and the Proxy Statement accompanying
such notice.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS
NOMINATED BY THE BOARD OF DIRECTORS, AND "FOR" RATIFICATION OF THE RETENTION
OF INDEPENDENT AUDITORS. THE PROXY, WHEN PROPERLY EXECUTED WILL BE VOTED AS
DIRECTED. IF NO DIRECTION IS MADE, IT WILL BE VOTED "FOR" THE ELECTION OF
DIRECTORS NOMINATED BY THE BOARD OF DIRECTORS AND "FOR" RATIFICATION OF THE
RETENTION OF INDEPENDENT AUDITORS.
PLEASE SIGN AND DATE ON REVERSE SIDE
Using a BLACK INK pen, mark your votes with an X as shown in this
example. Please do not write outside the designated areas. [X]
ANNUAL MEETING PROXY CARD
Please fold along the perforation, detach and return the bottom portion in
the enclosed envelope.
- -----------------------------------------------------------------------------
A. Proposals - The Board of Directors recommends a vote FOR all the nominees
listed and FOR proposal 2.
1. Election of Directors: For Withhold For Withhold
01 - John V. Winfield [ ] [ ] 02 - Jerold R. Babin [ ] [ ]
03 - Josef A. Grunwald [ ] [ ] 04 - John C. Love [ ] [ ]
05 - William J. Nance [ ] [ ]
2. RATIFICATION OF THE RETENTION OF BURR, For Against Abstain
PILGER & MAYER LLP as the independent
registered accounting firm for the Company [ ] [ ] [ ]
for the fiscal year ending June 30, 2008.
3. OTHER BUSINESS. In their discretion, the proxies are authorized to vote
upon such other business as may properly come before the meeting and at
any and all adjournments thereof. The Board of Directors at present knows
of no other business to be presented by or on behalf of the Company or the
Board of Directors at the meeting.
B. Non-Voting Items
Change of Address - Please print new address below. Meeting Attendance
Mark box to the
[ ] right if you plan [ ]
[ ] to attend the
[ ] Annual Meeting
C. Authorized Signatures - This section must be completed for your vote to be
counted - Date and Sign Below
Please date this proxy card and sign exactly as your name appears on this
card. Joint owners should each sign personally. Corporate proxies should be
signed by an authorized officer. Executors, administrators, trustess, etc.,
should give their full titles.
Date (mm/dd/yyyy) - Please print date below.
[ / / ]
[ ]
Signature 1 - Please keep signature within the box.
[ ]
[ ]
Signature 2 - Please keep signature within the box.
[ ]
[ ]