THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
CIMETRIX INCORPORATED
I, as shareholder of common stock of Cimetrix Incorporated (the "Company"),
revoke any previous proxies and appoint C. Alan Weber and Robert H. Reback, and
either of them, as my proxy to attend the annual meeting of shareholders of the
Company to be held on May 22, 2004, and any adjournment thereof, and to
represent, vote, consent, and otherwise act for me and for my shares in the same
manner and with the same effect as if I am personally present. Without limiting
the generality of the foregoing, my proxy shall vote as follows on the following
matters:
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED. IN
THE ABSENCE OF ANY DIRECTION, THE SHARES WILL BE VOTED FOR THE NOMINEES NAMED IN
PROPOSAL 1.
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Please mark your votes an indicated in this example [X]
FOR all nominees WITHHOLD
listed (except as AUTHORITY to vote
marked to the for all nominees
contrary*). listed.
Item 1 - ELECTION OF DIRECTORS. [ ] [ ]
Nominees for election to the Board of Directors:
Robert H. Reback (two-year term)
C. Alan Weber (three-year term)
Scott C. Chandler (two-year term)
Michael B. Thompson (one-year term)
(*Draw a line through the name of any director for whom you wish to withhold
authority to vote.)
Item 2 - APPROVAL OF AMENDMENT TO THE 1998 FOR AGAINST ABSTAIN
STOCK OPTION PLAN TO AUTHORIZE [ ] [ ] [ ]
AN ADDITIONAL 1,000,000 SHARES
OF COMMON STOCK TO BE MADE AVAILABLE
FOR ISSUANCE THEREUNDER.
Item 3 - APPROVAL OF PROPOSED REVERSE FOR AGAINST ABSTAIN
STOCK SPLIT OF THE COMPANY'S [ ] [ ] [ ]
COMMON STOCK IN THE RANGE OF
1-FOR-3 TO 1-FOR-7, TO BE MADE AT
THE SOLE DISCRETION OF THE BOARD
OF DIRECTORS ANY TIME BETWEEN THE
PERIOD FROM MAY 22, 2004 TO
MAY 22, 2005.
Item 4 - APPROVAL OF PROPOSED AMENDMENT FOR AGAINST ABSTAIN
TO THE ARTICLES OF INCORPORATION [ ] [ ] [ ]
TO REDUCE THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK FROM 100,000,000
SHARES TO AN AMOUNT WITHIN THE RANGE
OF 15,000,000 SHARES TO 30,000,000 SHARES,
TO BE MADE AT THE SOLE DISCRETION OF THE
BOARD OF DIRECTORS AT ANY TIME DURING THE
PERIOD FROM MAY 22, 2004 TO MAY 22, 2005.
Item 5 - RATIFICATION OF APPOINTMENT OF FOR AGAINST ABSTAIN
TANNER AND COMPANY AS INDEPENDENT [ ] [ ] [ ]
PUBLIC ACCOUNTANTS
Item 6 - TO TRANSACT SUCH OTHER BUSINESS AS FOR AGAINST ABSTAIN
MAY PROPERLY COME BEFORE THE [ ] [ ] [ ]
MEETING OR ANY ADJOURNMENT THEREOF.
Please sign exactly as name appears on this Proxy. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Signature________________________Dated:__________,2004.
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Typed or printed name and or title
Signature________________________Dated:__________,2004.
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Typed or printed name and or title
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