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[LETTERHEAD FOR HARRIS BANK]
May 16, 1997
Roger Crabb
Secretary and Legal Counsel
Thomas Group, Inc.
5215 N. O'Connor, Suite 2500
Irving, TX 75031
Gentlemen:
The undersigned Harris Trust and Savings Bank acting as independent agent for
the purpose of tabulating the votes in connection with the Annual Meeting of
Stockholders of Thomas Group, Inc. held on May 15, 1997, hereby reports that in
accordance with the canvass made, there were 5,392,121 shares received
represented by valid proxies and no shares voted in person, making a total of
5,392,121 shares received constituting 88.37% of the 6,101,914 shares
outstanding on the record date and entitled to vote.
With regard to the proposals offered for consideration, the following voted
were cast:
PROPOSAL I
(ELECTION OF DIRECTORS)
Nominee For % Withheld %
- ------- --- - -------- -
Phillip Thomas 5,219,721 96.80 172,400 3.20
J. Fred Bucy 5,219,721 96.80 172,400 3.20
Hollis L. Caswell 5,219,021 96.79 173,100 3.21
Donald J. Almquist 5,219,721 96.80 172,400 3.20
John T. Chain 5,219,021 96.79 173,100 3.21
James E. Dykes 5,219,021 96.79 173,100 3.21
Alex W. Young 5,219,721 96.80 172,400 3.20
Gerald K. Beckman 5,218,297 96.78 173,824 3.22
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Proposal II
(Proposal to amend the amended and restated 1988 Stock Option Plan)
For %
- --- -
3,665,379 67.98
Against %
- ------- -
782,739 14.52
Abstain %
- ------- -
5,550 .10
Broker Non-Vote %
- --------------- -
938,453 17.40
Proposal III
(Proposal to adopt the 1997 Stock Option Plan)
For %
- --- -
4,199,402 77.88
Against %
- ------- -
376,904 6.99
Abstain %
- ------- -
5,550 .10
Broker Non-Vote %
- --------------- -
810,265 15.03
Respectively submitted,
/s/ CINDY BENNETT
Cindy Bennett
Trust Officer
Harris Trust and Savings Bank
CB/tmy