GSE SYSTEMS, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
To be held on June 16, 2005
The undersigned hereby constitutes and appoints Jeffery G. Hough and/or
Andrea Kantor, as attorneys and proxies with full power of substitution, to
attend and vote all of the shares which the undersigned is entitled to vote at
the annual meeting of stockholders of GSE Systems, Inc. (the "Company") to be
held at the Company's headquarters at 9189 Red Branch Road, Columbia, Maryland
21045 at 11:00 a.m. local time, on June 16, 2005 and at any and all adjournments
or postponements of the meeting, with the same force and effect as if the
undersigned were personally present and the undersigned hereby instructs said
attorneys and proxies to vote as follows with respect to the matters described
in the accompanying proxy statement:
1. To elect three persons to serve as Class I Directors on the Company's
Board of Directors, for a term of three years or until their successors
have been elected and qualified. The following three persons have been
nominated to serve as directors: Dr. Sheldon L. Glashow, Dr. Roger L.
Hagengruber, and Chin-Our Jerry Jen.
FOR all nominees listed above WITHHOLD AUTHORITY to vote for all
nominees listed above
- -------------------------------------------------------------------------------
INSTRUCTIONS: To withhold authority to vote for any one or more individual
nominees, line through or otherwise strike out the name of any nominee.
2. To elect three persons to serve as Class III Directors on the Company's
board of directors, for a term of two years or until their successors
have been elected and qualified. The following three persons have been
nominated to serve as directors: Jerome I. Feldman, John V. Moran and
Geroge J. Pedersen.
FOR all nominees listed above WITHHOLD AUTHORITY to vote for all
nominees listed above
- --------------------------------------------------------------------------------
INSTRUCTIONS: To withhold authority to vote for any one or more individual
nominees, line through or otherwise strike out the name of any nominee.
3. To approve an amendment to the Company's 1995 Long-Term Incentive Plan,
as Amended and Restated Effective June 25, 2001.
FOR AGAINST ABSTAIN
4. To ratify the appointment of KPMG LLP, an independent registered public
accounting firm, as the Company's independent public accountants for the
current fiscal year.
FOR AGAINST ABSTAIN
5. To transact such other business as may properly come before the annual
meeting or at any adjournments or postponements thereof.
(Please sign on reverse side)
(continued from other side)
This proxy when properly executed will be voted as directed. If no direction is
indicated, this proxy will be voted For proposals 1, 2, 3 and 4.
Please indicate by check mark if you plan to attend the annual meeting of
stockholders.
DATED:-------------------, 2005
-------------------------------
(Signature)
-------------------------------
(Signature)
NOTE: Please sign exactly as your name
or names appear on this card. Joint
owners should each sign personally. When
signing as attorney, executor,
administrator, personal representative,
trustee or guardian, please give
full titles as such. (Please sign, date
and return this proxy in the enclosed
envelope.)