EXHIBIT 99.1
PROXY
CKE RESTAURANTS, INC.
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SOLICITED BY THE BOARD OF DIRECTORS OF
CKE RESTAURANTS, INC. FOR THE SPECIAL MEETING OF STOCKHOLDERS
The undersigned stockholder of CKE Restaurants, Inc. ("CKE") hereby appoints
William P. Foley, II, and Dennis J. Lacey and each of them, as attorney, agent
and proxy of the undersigned, with full power of substitution, to vote all
shares of common stock of CKE which the undersigned is entitled to vote at the
Special Meeting of Stockholders of CKE to be held at Fess Parker's Doubletree
Resort Santa Barbara on February 28, 2002 at 10:00 a.m. and any adjournments or
postponements thereof, as fully and with the same force and effect as the
undersigned might or could do if present, as follows:
THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS OF CKE AND
MAY BE REVOKED PRIOR TO ITS EXERCISE. THIS PROXY, WHEN PROPERLY EXECUTED, WILL
BE VOTED IN THE MANNER HEREIN SPECIFIED BY THE UNDERSIGNED STOCKHOLDER. IF NO
DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED IN FAVOR OF PROPOSAL 1 AND IN
ACCORDANCE WITH THE DISCRETION OF THE PROXIES ON ANY OTHER MATTERS TO COME
BEFORE THE SPECIAL MEETING.
The Board of Directors recommends a vote "FOR" Proposal 1.
This proxy may be revoked at any time before it is voted by: (i) filing with
Dennis J. Lacey, Chief Financial Officer of CKE at or before the special meeting
a written notice of revocation bearing a later date than this proxy; (ii) duly
executing a subsequent proxy relating to the same shares and delivering it to
Mr. Lacey at or before the special meeting; or (iii) attending the special
meeting and voting in person (although attendance at the special meeting will
not in and of itself constitute revocation of this proxy).
The undersigned acknowledges receipt from CKE, prior to the execution of this
proxy, of notice of the special meeting and a joint proxy statement/prospectus.
(Continued and to be signed on other side)
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* FOLD AND DETACH HERE *
Please mark
your votes as [X]
indicated in
this example.
FOR AGAINST ABSTAIN
1. To approve the Agreement and Plan of [ ] [ ] [ ] 2. To transact such other business as
Merger dated as of December 20, may properly come before the
2001 and amended as of January 24, meeting.
2002, by and between CKE Restaurants,
Inc. and Santa Barbara Restaurant DO YOU PLAN TO ATTEND THE MEETING? YES NO
Group, Inc., and the transactions [ ] [ ]
contemplated thereby, including the
issuance of shares of CKE common When signing as attorney, executor,
stock in the merger. officer, administrator, trustee or
guardian, please give full title. If
more than one trustee, all should sign.
All joint owners must sign.
Signature(s) Dated: , 2002
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WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, YOU ARE URGED TO MARK,
SIGN, DATE AND PROMPTLY RETURN THIS PROXY, USING THE ENCLOSED ENVELOPE.
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* FOLD AND DETACH HERE *
VOTE BY INTERNET OR TELEPHONE OR MAIL
24 HOURS A DAY, 7 DAYS A WEEK
YOUR TELEPHONE OR INTERNET VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR SHARES
IN THE SAME MANNER AS IF YOU MARKED, SIGNED AND RETURNED YOUR PROXY CARD.
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Internet Telephone Mail
http://www.eproxy.com/ckr 1-800-435-6710
Use the Internet to vote your OR Use any touch-tone OR Mark, sign and
proxy. Have your proxy card in telephone to vote your date your proxy
hand when you access the web proxy. Have your proxy card and return
site. You will be prompted to card in hand when you it in the enclosed
enter your control number, call. You will be postage-paid
located in the box below, to prompted to enter your envelope.
create and submit an electronic control number, located in
ballot. the box below, and then
follow the directions
given.
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IF YOU VOTE YOUR PROXY BY INTERNET OR BY TELEPHONE,
YOU DO NOT NEED TO MAIL BACK YOUR PROXY CARD.