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SCHEDULE 14A INFORMATION
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
[X] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to Rule
14a-11(c) or Rule 14a-12
WASTE CONNECTIONS, INC.
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
Common Stock, $0.01 par value
(2) Aggregate number of securities to which transaction applies:
$_________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined): $_________________
(4) Proposed maximum aggregate value of transaction: $_____________
(5) Total fee paid: $_________________
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:
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NOTICE AND PROXY STATEMENT
WASTE CONNECTIONS, INC.
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 16, 2001
Dear Stockholder of WASTE CONNECTIONS, INC.:
You are invited to attend the annual meeting of stockholders of WASTE
CONNECTIONS, INC. to be held on Wednesday, May 16, 2001, at 10:00 A.M., Pacific
Time. The meeting will be held at the Hyatt Regency, 1209 L Street, Sacramento,
CA 95814 for the following purposes:
1. To elect one Class III director to serve for a term of three years;
2. To ratify the appointment of Ernst & Young LLP as our independent
accountants for the year 2001; and
3. To consider such other business as may properly come before the annual
meeting or any adjournment of the annual meeting.
Only stockholders of record at the close of business on March 31, 2001, are
entitled to receive notice of and to vote at the annual meeting or any
adjournment of the annual meeting.
Waste Connections' Annual Report for the year 2000 is enclosed for your
convenience.
Stockholders of record may vote their proxies by signing, dating and
returning the enclosed proxy card. If your shares are held in the name of a bank
or broker, you may be able to vote by telephone or on the Internet. Please
follow the instructions on the form you receive from your bank or broker. The
method by which you decide to vote will not limit your right to vote at the
annual meeting. If you later decide to attend the annual meeting in person, you
may vote your shares even if you have submitted a proxy in writing, by telephone
or on the Internet.
By Order of the Board of Directors,
DARRELL W. CHAMBLISS
Secretary
April 10, 2001
Your vote is important. Whether or not you plan to attend the annual
meeting, please sign and date the enclosed proxy or follow any telephone or
Internet procedures established by your bank or broker.
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WASTE CONNECTIONS, INC.
620 COOLIDGE DRIVE, SUITE 350
FOLSOM, CALIFORNIA 95630
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PROXY STATEMENT
------------------------
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 16, 2001
The Board of Directors of WASTE CONNECTIONS, INC., a Delaware corporation,
is furnishing this proxy statement and the accompanying proxy card to solicit
proxies from holders of our common stock for the annual meeting of stockholders
to be held on Wednesday, May 16, 2001, for the purposes described in the Notice
of Annual Meeting. We will bear the costs of soliciting proxies from our
stockholders. In addition to soliciting proxies by mail, our directors, officers
and employees, without receiving additional compensation, may solicit proxies by
telephone, by telegram or in person. We will arrange for brokerage firms and
other custodians, nominees and fiduciaries to forward solicitation materials to
the beneficial owners of common stock these brokerage firms, custodians,
nominees and fiduciaries hold of record, and we will reimburse them for
reasonable out-of-pocket expenses incurred in forwarding these materials. We are
first mailing this proxy statement to our stockholders on or about April 10,
2001.
VOTING AT THE MEETING
The record date for determining stockholders entitled to notice of and to
vote at the annual meeting was the close of business on March 31, 2001. On that
date 26,912,049 shares of common stock were outstanding, all of which are
entitled to vote on all matters that properly come before the annual meeting.
Each stockholder has one vote for each share of common stock held.
Each proxy that we receive prior to the annual meeting will, unless
revoked, be voted in accordance with the instructions we are given for that
proxy. If no instruction is given, the shares will be voted FOR the election of
our nominee for director listed in this proxy statement and FOR ratification of
the appointment of Ernst & Young LLP. A stockholder who has given a proxy in
writing may revoke it at any time before it is voted at the annual meeting in
any of three ways:
- by delivering a written notice of revocation to the Secretary of Waste
Connections;
- by delivering a duly executed proxy bearing a later date to the Secretary
of Waste Connections; or
- by attending the meeting and voting in person.
A quorum of stockholders is necessary to take action at the annual meeting.
A majority of the outstanding shares of common stock, represented in person or
by proxy, will constitute a quorum. We will use an automated system administered
by our transfer agent to tabulate the votes at the annual meeting. Under certain
circumstances, a broker or other nominee may have discretionary authority to
vote certain shares of common stock if the broker or nominee has not received
instructions from the beneficial owner or other person entitled to vote. We will
treat directions to withhold authority, abstentions and broker non-votes (which
occur when a broker or other nominee holding shares for a beneficial owner does
not vote on a particular proposal because the broker or other nominee does not
have discretionary voting power for that item and has not received instructions
from the beneficial owner) as present and entitled to vote for purposes of
determining whether a quorum is present at the annual meeting.
Accordingly, directions to withhold authority, abstentions and broker
non-votes will have no effect on the election of directors or on the voting on a
matter that requires the affirmative vote of a certain percentage of the votes
cast or shares voting on a matter, but will be the equivalent of a "no" vote on
a matter that requires the affirmative vote of a certain percentage of the votes
entitled to be cast on a matter.
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No minimum number of votes is required to elect our nominee as a director.
The affirmative vote of a majority of the shares of common stock present in
person or represented by proxy at the annual meeting is required to ratify the
appointment of Ernst & Young LLP as independent accountants for the year 2001.
PRINCIPAL STOCKHOLDERS
The following table shows the amount of Waste Connections' common stock
beneficially owned, as of March 31, 2001, by: (i) each person or entity that we
know owns more than 5% of our common stock; (ii) the "named executive officers"
identified in "Executive Compensation" and each director of Waste Connections;
and (iii) all current directors, nominees and executive officers of Waste
Connections as a group.
NAME OF BENEFICIAL OWNER(1) NUMBER PERCENTAGE
--------------------------- --------- ----------
Ronald J. Mittelstaedt(2)(3)................................ 663,787 2.4%
Eugene V. Dupreau(2)(4)..................................... 169,137 0.6%
Michael W. Harlan(2)(5)..................................... 37,500 0.1%
William Razzouk(2)(6)....................................... 38,600 0.1%
Steven F. Bouck(2)(7)....................................... 187,422 0.7%
Michael R. Foos(2)(8)....................................... 128,430 0.5%
Darrell W. Chambliss(2)(9).................................. 115,833 0.4%
David M. Hall(2)(10)........................................ 30,001 0.1%
All executive officers and directors as a group (13
persons).................................................. 1,458,333 5.4%
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(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In general, a person who has voting
power and/or investment power with respect to securities is treated as the
beneficial owner of those securities. Shares of common stock subject to
options and/or warrants currently exercisable or exercisable within 60 days
count as outstanding for computing the percentage beneficially owned by the
person holding such options. Except as otherwise indicated by footnote, we
believe that the persons named in this table have sole voting and
investment power with respect to the shares of common stock shown.
(2) The address of Messrs. Mittelstaedt, Bouck, Chambliss, Foos and Hall is 620
Coolidge Drive, Suite 350, Folsom, California 95630. The address of Eugene
V. Dupreau is Madera Disposal Systems, Inc., 21739 Road 19, Chowchilla,
California 93610. The address of Michael W. Harlan is 2925 Briarpark, Suite
500, Houston, Texas 77042. The address of William J. Razzouk is 5915 River
Oaks Road, Memphis, Tennessee 38120.
(3) Includes 33,334 shares purchasable under currently exercisable options,
120,000 shares subject to a forward purchase agreement, and 300,000 shares
subject to a zero-cost collar; 630,453 shares are held by the Mittelstaedt
Family Trust dated 6/18/97, of which Mr. Mittelstaedt is the Trustee.
(4) Includes 66,666 shares purchasable under immediately exercisable warrants,
11,667 shares purchasable under immediately exercisable options, and 75,000
shares subject to a forward purchase agreement.
(5) Includes 37,500 shares purchasable under immediately exercisable options.
(6) Includes 37,500 shares purchasable under immediately exercisable options.
(7) Includes 10,000 shares owned by Mr. Bouck's two minor sons and 41,333
shares purchasable under currently exercisable options.
(8) Includes 85,001 shares purchasable under currently exercisable options, and
33,333 shares subject to a zero-cost collar.
(9) Includes 66,666 shares purchasable under currently exercisable options, and
33,333 shares subject to a zero-cost collar.
(10) Includes 30,001 shares purchasable under currently exercisable options.
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PROPOSAL I -- ELECTION OF DIRECTORS
Our Board of Directors is currently composed of four directors and is
divided into three classes. One class is elected each year for a three-year
term. At the annual meeting, Mr. Mittelstaedt will be nominated to serve in
Class III until the annual meeting of stockholders to be held in 2004 and until
a successor has been duly elected and qualified. Proxies will be voted, unless
otherwise indicated, for the election of Mr. Mittelstaedt for director. Proxies
will be voted in a discretionary manner if Mr. Mittelstaedt is unable to serve.
Mr. Mittelstaedt currently serves as a director of the Company.
Certain information about Mr. Mittelstaedt and the directors serving in
Class I and Class II, whose terms expire in future years, is set forth below.
DIRECTOR
NAME AND BACKGROUND AGE SINCE
------------------- --- --------
NOMINEE FOR CLASS III DIRECTOR FOR TERM EXPIRING IN 2004
Ronald J. Mittelstaedt has been President, Chief Executive 37 1997
Officer and a director of Waste Connections since the
company was formed, and was elected Chairman in January
1998. He also served as a consultant to Waste Connections
in August and September 1997. Mr. Mittelstaedt has more
than 12 years of experience in the solid waste industry.
He served as a consultant to United Waste Systems, Inc.,
with the title of Executive Vice President, from January
1997 to August 1997, where he was responsible for
corporate development for all states west of Colorado. As
Regional Vice President of USA Waste Services, Inc.
(including Sanifill, Inc., which was acquired by USA Waste
Services, Inc.) from November 1993 to January 1997, he was
responsible for all operations in 16 states and Canada.
Mr. Mittelstaedt held various positions at Browning-Ferris
Industries, Inc. from August 1987 to November 1993, most
recently as Division Vice President in northern
California, overseeing the San Jose market. Previously he
was the District Manager responsible for BFI's operations
in Sacramento and the surrounding areas.
CLASS I DIRECTOR CONTINUING IN OFFICE -- TERM EXPIRING IN
2002
Eugene V. Dupreau has been Vice President -- Western 53 1998
division and a director of Waste Connections since
February 23, 1998. Mr. Dupreau served as President and a
director of Madera Disposal Systems, Inc. beginning in
1981 and 1985, respectively, and held both positions until
Waste Connections acquired Madera in 1998. He serves as a
director of several civic and charitable organizations in
Madera County.
CLASS II DIRECTORS CONTINUING IN OFFICE -- TERM EXPIRING IN
2003
Michael W. Harlan is Senior Vice President, Chief Financial 40 1998
Officer and a director of U.S. Concrete, Inc., a company
focussed on acquiring businesses in the ready-mix concrete
industry. From November 1997 to January 30, 1998, Mr.
Harlan served as a consultant to Waste Connections on
various financial matters. From March 1997 to August 1998,
Mr. Harlan was Vice President and Chief Financial Officer
of Apple Orthodontix, Inc., a publicly traded company that
provides practice management services to orthodontic
practices in the U.S. and Canada. From April 1991 to
December 1996, Mr. Harlan held various positions in the
finance and acquisition departments of USA Waste Services,
Inc. (including Sanifill, Inc., which was acquired by USA
Waste Services, Inc.), including serving as Treasurer and
Assistant Secretary beginning in September 1993. From May
1982 to April 1991, Mr. Harlan held various positions in
the tax and corporate financial consulting services
division of Arthur Andersen LLP, where he was a Manager
since July 1986.
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DIRECTOR
NAME AND BACKGROUND AGE SINCE
------------------- --- --------
William J. Razzouk is a Managing Director of Paradigm 53 1998
Capital Partners, LLC, a venture capital firm in Memphis,
Tennessee that focuses on meeting the capital and advisory
needs of emerging growth companies. From September 1998 to
August 2000, he was Chairman of PlanetRx, an e-commerce
company focused on healthcare and sales of prescription
and over-the-counter medicines, health and beauty products
and medical supplies. He was also Chief Executive Officer
of that company from September 1998 until April 2000. From
April 1998 until September 1998, Mr. Razzouk owned a
management consulting business and an investment company
that focused on identifying strategic acquisitions. From
September 1997 until April 1998, he was also the
President, Chief Operating Officer and a director of
Storage USA, Inc., a publicly traded real estate
investment trust that owns and operates more than 350 mini
storage warehouses. He served as the President and Chief
Operating Officer of America Online from February 1996 to
June 1996. From 1983 to 1996, Mr. Razzouk held various
management positions at Federal Express Corporation, most
recently as Executive Vice President, World Wide Customer
Operations, with full worldwide profit and loss
responsibility. Mr. Razzouk previously held management
positions at ROLM Corporation, Philips Electronics and
Xerox Corporation. He is a member of the Board of
Directors of Fritz Companies, Inc. and previously was a
director of Sanifill, Inc., Cordis Corp. and La Quinta
Motor Inns.
INFORMATION REGARDING BOARD OF DIRECTORS AND COMMITTEES
Our Board of Directors held seven meetings during 2000. The Board of
Directors has an Executive Committee, an Audit Committee and a Compensation
Committee. The Board as a whole operates as a committee to nominate directors,
although under his Employment Agreement Mr. Mittelstaedt may currently recommend
two nominees to the Board. Each director attended at least 75% of the meetings
of the Board of Directors and the committees on which he served in 2000.
The Executive Committee, whose Chairman is Mr. Mittelstaedt and whose other
current members are Mr. Harlan and Mr. Razzouk, met seven times in 2000. The
Executive Committee is authorized to exercise all of the powers and authority of
the Board of Directors in managing Waste Connections' business and affairs,
other than to authorize matters required by Delaware law to be approved by the
stockholders and other than adopting, amending or repealing any By-Law. Between
meetings of the board, the Executive Committee approves all acquisitions by
Waste Connections for stock and for cash or other consideration of $2.5 million
or more.
The Audit Committee, whose chairman is Mr. Harlan and whose other current
members are Mr. Razzouk and Mr. Mittelstaedt, met three times in 2000. Pursuant
to recently adopted rules of the NASDAQ, the Audit Committee must be composed of
three independent directors by June 14, 2001. Mr. Mittelstaedt will resign as a
member of the Audit Committee prior to that date. The Board is considering
nominees and expects to appoint a new independent director and member of the
Audit Committee prior to that date. The committee's duties are discussed below
under "Audit Committee Report." The Board of Directors has adopted a written
charter for the Audit Committee, which is attached as Appendix A. See "Audit
Committee Report."
The Compensation Committee, whose chairman is Mr. Razzouk and whose other
current member is Mr. Harlan, met three times in 2000. This committee is
responsible for establishing Waste Connections' executive officer compensation
policies and for administration of such policies. The Compensation Committee
studies, recommends and implements the amount, terms and conditions of payment
of any and all forms of compensation for our directors, executive officers,
employees, consultants and agents; approves and administers any loan to,
guarantee of any obligation of, or other financial assistance to any officer or
other employee; and approves the grant of options, warrants and other forms of
equity incentives to officers, directors, employees, agents and consultants. See
"Executive Compensation -- Compensation Committee Report on Executive
Compensation."
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The Board of Directors, acting as a nominating committee, will consider
candidates for director recommended by stockholders. A stockholder who wishes to
submit a candidate for consideration at the annual meeting of stockholders
scheduled to be held on May 22, 2002, must notify the Secretary of Waste
Connections in writing no earlier than February 22, 2002, nor later than March
23, 2002. The stockholder's written notice must include information about each
proposed nominee, including name, age, business address, residence address,
principal occupation, shares beneficially owned and any other information
required in proxy solicitations. The notice must also include the nominating
stockholder's name and address and the number of shares of our common stock
beneficially owned by the stockholder. The written notice must be accompanied by
the executed consent of each nominee to serve as a director if elected. These
procedures are prerequisites under Waste Connections' Amended and Restated
By-laws to a stockholder nominating a candidate at the meeting.
COMPENSATION OF DIRECTORS
Directors who are officers or employees of Waste Connections do not
currently receive any compensation for attending meetings of the Board of
Directors. Each independent director receives a fee of $1,500 for attending each
Board meeting and each committee meeting (unless held on the same day as the
full Board meeting), in addition to reimbursement of reasonable expenses.
Each independent director who has not been an employee of Waste Connections
at any time during the 12 months preceding his initial election and appointment
to the Board is granted an option to purchase 15,000 shares of our common stock
at the time of his or her initial election or appointment. Waste Connections
granted to each of Messrs. Harlan and Razzouk options to purchase 15,000 shares
of common stock at $3.00 per share, which became exercisable on October 1, 1998.
Waste Connections grants each independent director, on February 1 of each
year during which such person serves on the Board, an option to purchase 12,500
shares of our common stock. All such options have an exercise price equal to the
fair market value of the common stock on the grant date, vest in full on the
grant date, and expire upon the earlier to occur of ten years after the grant
date or one year after the director ceases to be a member of the Board.
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EXECUTIVE COMPENSATION
SUMMARY COMPENSATION INFORMATION
The following table contains information about the annual and long-term
compensation earned in 1998, 1999 and 2000 by the Chief Executive Officer,
Ronald J. Mittelstaedt, and the four most highly compensated executive officers
other than Mr. Mittelstaedt. The persons named in the table are sometimes
referred to herein as the "named executive officers." The Chief Executive
Officer has been compensated in accordance with the terms of his Employment
Agreement described below.
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
-------------------------
SHARES
UNDERLYING
ANNUAL COMPENSATION OPTIONS/
----------------------------- RESTRICTED WARRANTS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OTHER STOCK GRANTED(1) COMPENSATION
--------------------------- ---- -------- -------- ------- ------------ ---------- ------------
Ronald J. Mittelstaedt.......... 1998 $175,577 $100,000 $10,254 -- -- --
President, Chief Executive 1999 209,692 125,000 5,170 -- 100,000 --
Officer and Chairman 2000 257,250 120,000 6,540 -- 70,000 --
Steven F. Bouck................. 1998 92,887 115,008 -- -- 250,000 --
Executive Vice President 1999 132,693 46,000 -- -- 90,000 --
and Chief Financial Officer 2000 156,154 47,000 -- -- -- --
Darrell W. Chambliss............ 1998 89,972 89,322 -- -- -- --
Executive Vice President -- 1999 109,846 55,300 -- -- 65,000 --
Operations and Secretary 2000 132,260 37,000 -- -- -- --
Michael R. Foos................. 1998 89,809 71,788 -- -- -- --
Chief Accounting Officer 1999 109,846 40,000 -- -- 65,000 --
and Vice President -- Finance 2000 131,202 25,000 -- -- -- --
David M. Hall................... 1998 30,769 -- -- -- 50,000 61,718(2)
Vice President -- Business 1999 82,400 75,000 -- -- 35,000 --
Development 2000 89,862 75,000 -- -- 10,000 --
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(1) See "Option and Warrant Grants" below.
(2) Consists of a signing bonus earned by Mr. Hall in 1998 and paid in 1999.
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STOCK OPTIONS AND WARRANTS
OPTION AND WARRANT GRANTS. The following table contains information
concerning the grant of options and warrants to purchase shares of our common
stock during 2000 to the named executive officers.
2000 OPTION AND WARRANT GRANTS
POTENTIAL REALIZABLE
VALUE AT ASSUMED
NUMBER OF % OF TOTAL ANNUAL RATES OF
SHARES OPTIONS AND STOCK PRICE
UNDERLYING WARRANTS APPRECIATION FOR
OPTIONS AND GRANTED TO EXERCISE OPTION/WARRANT TERM(3)
WARRANTS EMPLOYEES PRICE -----------------------
NAME OF BENEFICIAL OWNER GRANTED(1) IN 2000 PER SHARE(2) EXPIRATION DATE 5% 10%
------------------------ ----------- ----------- ------------ --------------- --------- -----------
Ronald J. Mittelstaedt.... 70,000 35.6 % $10.25 4/14/2010 $451,232 $1,143,510
Steven F. Bouck........... -- -- -- -- -- --
Darrell W. Chambliss...... -- -- -- -- -- --
Michael R. Foos........... -- -- -- -- -- --
David M. Hall............. 10,000 5.1 % $10.44 2/21/2010 $ 65,641 $ 166,347
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(1) All options vest over a three year period commencing on the date of grant.
(2) The options were granted at fair market value as determined by the Board of
Directors on the date of grant.
(3) Amounts reported in these columns represent amounts that the named executive
officer could realize on exercise of options and the warrant immediately
before they expire, assuming that our common stock appreciates at 5% or 10%
annually. These amounts do not take into account taxes and expenses that may
be payable on such exercise. The amount actually realized will depend on the
price of our common stock when the options are exercised, which may be
before the term expires. The Securities and Exchange Commission requires the
table to reflect 5% and 10% annualized rates of stock price appreciation. We
do not project those rates and our common stock may not appreciate at those
rates.
OPTION AND WARRANT VALUES. The following table shows information about the
named executive officers' exercises of options and warrants during 2000 and the
value of their unexercised options and warrants outstanding as of December 31,
2000.
AGGREGATED OPTION EXERCISES IN 2000 AND YEAR-END OPTION AND WARRANT VALUES
NUMBER OF SHARES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AND IN-THE-MONEY OPTIONS AND
WARRANTS AT WARRANTS AT
SHARES DECEMBER 31, 2000 DECEMBER 31, 2000(1)
ACQUIRED VALUE --------------------------- ---------------------------
NAME OF BENEFICIAL OWNER ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------------------ ----------- --------- ----------- ------------- ----------- -------------
Ronald J. Mittelstaedt...... 33,333 $ 424,996 66,667 136,666 $1,512,833 $2,605,032
Steven F. Bouck............. 29,163 625,540 126,370 59,999 3,097,825 1,072,397
Darrell W. Chambliss........ 33,333 860,408 88,334 43,332 2,140,078 758,451
Michael R. Foos............. 66,666 1,285,404 71,668 43,332 1,507,387 758,451
David M. Hall............... 15,000 388,721 46,667 33,333 739,390 661,610
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(1) Based on the closing price of our common stock of $33.0625 on The Nasdaq
Stock Market(R) -- National Market on December 29, 2000, less the per share
exercise price.
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EMPLOYMENT AGREEMENTS
We have entered into employment agreements with each of the named executive
officers. The employment agreements with Messrs. Mittelstaedt, Chambliss and
Foos were entered into on October 1, 1997. The employment agreements with
Messrs. Bouck and Hall were entered into on February 1, 1998 and July 8, 1998,
respectively, and were amended effective June 1, 2000. Messrs. Mittelstaedt's,
Chambliss's, and Foos's Employment Agreements terminate on May 31, 2003. Mr.
Bouck's Employment Agreement terminates on March 31, 2003. Mr. Hall's Employment
Agreement terminates on July 7, 2001. Commencing June 1, 2001 and on each June 1
thereafter, Messrs. Mittelstaedt's, Chambliss's and Foos's Employment Agreements
are automatically renewed for successive terms of one year, unless either party
has given the other notice of termination. Messrs. Bouck's and Hall's Employment
Agreements are automatically renewed for successive terms of one year at the end
of their initial term, unless either party gives the other notice of
termination.
Waste Connections or the named executive officer may terminate the
agreement with or without cause at any time. If we terminate the agreement
without cause (as defined in the agreement) or if the named executive officer
terminates the agreement for good reason (as defined in the agreement), we are
required to make certain severance payments, and all of the named executive
officer's unvested options, warrants and rights relating to our common stock
will immediately vest. A change of control of Waste Connections (as defined in
the agreement) is generally treated as a termination of the named executive
officer without cause.
Mr. Mittelstaedt's severance payment would be a lump sum payment in an
amount equal to his base salary and prorated portion of the maximum bonus
payable to him for the year in which the termination occurs, an amount equal to
three times his total compensation (including bonuses and other payments) for
the twelve months preceding the date of termination, plus three payments of
$1,333,333.33 each payable on the date of termination and each of the first and
second anniversaries of the date of termination, subject to compliance with
certain provisions of his Employment Agreement. On a change in control (as
defined in the Mr. Mittelstaedt's Employment Agreement), Mr. Mittelstaedt would
be entitled to receive the same payment up to a maximum of $5,500,000, payable
in a lump sum and not in installments. Severance payments to Messrs. Chambliss
and Foos would be a sum equal to base salary and prorated portion of the maximum
bonus payable to them for the year in which the termination occurs plus an
amount equal to three times their respective then current base salary and
maximum bonus for the year in which termination occurs. One-third of such amount
is payable on termination of employment, and one-third is payable on each of the
first and second anniversaries of termination of employment, subject to
compliance with certain provisions of their respective Employment Agreements. In
the event of a change in control, Messrs. Chambliss and Foos would be entitled
to a payment in the same amount in a lump sum and not in installments.
Severance payments to Mr. Bouck would be a lump sum equal to his base
salary and prorated portion of the maximum bonus payable to him for the year in
which termination occurs, plus an amount equal to the greater of the aggregate
total compensation paid to him for the twelve months preceding termination or
the amount remaining payable under his agreement. Severance payments to Mr. Hall
would be a lump sum equal to his base salary and prorated maximum bonus payable
through the date of termination plus the sum of his base salary plus the greater
of $100,000 or the average of his bonuses for the two years prior to
termination, plus certain expenses. On a change in control, Messrs. Bouck and
Hall would be entitled to the same payments, and Mr. Hall would also be entitled
to receive a ten-year option to purchase 20,000 shares of Waste Connections'
common stock at an exercise price of $22.00 per share.
In addition to their severance payments, in the event of a change in
control, Messrs. Mittelstaedt, Chambliss, Bouck, Foos and Hall would be entitled
to receive either (i) options to purchase stock of the acquiring company for the
same number of shares as they would have received had they exercised their Waste
Connections options immediately prior to the acquisition resulting in a change
in control and received for the shares acquired on exercise of such options
shares of the acquiring company in the change in control transaction; the
aggregate exercise price for the shares covered by such options would be the
aggregate exercise price for the Waste Connections options; or (ii) a lump sum
after tax payment equal to the gain they would have realized on exercise of such
options of the acquiring company and sale of the underlying shares.
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The base salaries and maximum performance bonuses in the percentage of
annual base salary for the named executive officers for the year 2001 is set
forth below:
ANNUAL BASE SALARY MAXIMUM BONUS
------------------ -------------
Ronald J. Mittelstaedt.............................. $295,000 100%
Steven F. Bouck..................................... 160,000 50%
Darrell W. Chambliss................................ 150,000 50%
Michael R. Foos..................................... 145,000 35%
David M. Hall....................................... 96,800 100%
Under Mr. Mittelstaedt's employment agreement, Waste Connections sold Mr.
Mittelstaedt 617,500 shares of our common stock for $0.01 per share and 357,143
shares of our Series A Preferred Stock for $1,000,000. Mr. Mittelstaedt may
recommend nominees for election to the Board of Directors. If the Board has five
or fewer members, Mr. Mittelstaedt may recommend two nominees, and if it
consists of more than five members, he may recommend three nominees.
CERTAIN INDEBTEDNESS OF INSIDERS
On January 1, 2000, Waste Connections loaned $200,000 to David M. Hall,
Vice President -- Business Development as part of his relocation package. The
loan was documented by a promissory note, bore interest at the annual rate of 8%
and was secured by the equity in Mr. Hall's home in Colorado Springs, Colorado,
Mr. Hall's shares of Waste Connections common stock, his options to purchase
Waste Connections common stock, and the bonuses payable to him by Waste
Connections with respect to 1999 and 2000. The loan was repaid within 30 days
and there is no outstanding principal balance.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee in 2000 was Messrs. Harlan and Razzouk. No
executive officer of Waste Connections served as a director or member of the
Compensation Committee of another entity, one of whose executive officers served
as a director or member of the Compensation Committee of Waste Connections.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee has furnished the following report on executive
compensation to our stockholders.
COMPENSATION PROCEDURES AND POLICIES. The Compensation Committee determines
the compensation of all of the executive officers, including the named executive
officers. All decisions by the Compensation Committee relating to the
compensation of executive officers including decisions relating to stock
options, are reviewed and approved by the full Board of Directors.
Our executive compensation philosophy and specific compensation plans tie a
significant portion of executive compensation to our success in meeting
specified targets of growth in revenues and earnings before interest, taxes,
depreciation and amortization ("EBITDA") as well as budgeted earnings per share
annually. Our compensation objectives include attracting and retaining the best
possible executive talent, motivating executive officers to achieve our
performance objectives, rewarding individual performance and contributions, and
linking executive and stockholder interests through equity based plans.
Our executive compensation consists of three key components: base salary,
performance bonuses and stock options, each of which is intended to complement
the others and, taken together, satisfy our compensation objectives. The
Compensation Committee's policies with respect to each of the three components,
including the bases for the compensation awarded to Ronald J. Mittelstaedt, as
the Company's Chief Executive Officer, are discussed below.
The Compensation Committee considered the effect of the limitations on the
deductibility of executive compensation in excess of $1 million under Section
162(m) of the Internal Revenue Code on the Company's
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compensation policies and practices and did not make any changes in such
policies and practices for 2000. The Company did not pay any non-deductible
executive compensation in 2000.
BASE SALARY. In the early part of each fiscal year, the Compensation
Committee reviews the base salary of the Company's Chief Executive Officer, the
recommendation of the Chief Executive Officer with regard to the base salary of
the other executive officers of the Company and approves, with any modifications
it deems appropriate, annual base salaries for each of the executive officers.
Recommended base salaries of the executive officers are based upon the base
salary ranges recommended annually by the Chief Executive Officer of the
Company. National survey data available regarding salaries of those persons
holding comparable positions at comparably sized solid waste service companies
is reviewed by the Compensation Committee to establish base salary ranges. The
base salary range is based upon a fair market base salary that is at the low end
of the range for comparable companies. The base salaries paid in 2000 to each of
the executive officers, including the Chief Executive Officer, were within the
recommended ranges.
ANNUAL PERFORMANCE BONUS. The Compensation Committee also considers the
payment of cash performance bonuses as part of its compensation program. Annual
cash bonuses reflect a policy of requiring a certain level of financial and
operational performance, generally measured in growth in revenues through
acquisitions and on achieving target levels of EBITDA and earnings per share,
for the prior fiscal year before any cash bonuses are earned by executive
officers. In general, the Compensation Committee has tied maximum potential
bonus compensation to base salary at levels that make us competitive in the
comparably sized solid waste services companies.
STOCK OPTIONS. The Company's executive officers are also entitled to
participate in the 1997 Stock Option Plan. The Compensation Committee believes
that it is to Waste Connections' advantage to increase the interest of the
executives in our welfare, as such employees share the primary responsibility
for our management and growth. In addition, the Compensation Committee believes
that, because new option grants are set at fair market value, such grants have
the effect of increasing the executive's price targets for our common stock.
Moreover, our stock option plan provides a significant non-cash form of
compensation, which is intended to benefit Waste Connections and its
stockholders by enabling us to continue to attract and to retain qualified
personnel without having a negative impact on our cash flow. The Compensation
Committee generally sets option grant levels at ranges that exceed those of
comparably sized solid waste companies.
CHIEF EXECUTIVE'S COMPENSATION FOR 2000. Mr. Mittelstaedt's original
Employment Agreement called for an increase in his base salary from $170,000 per
year to $250,000 per year effective October 1, 1998. Consistent with the
philosophy expressed above, Mr. Mittelstaedt recommended, and the Compensation
Committee agreed, that his salary be increased only to $200,000 per year
effective October 1, 1998, and his Employment Agreement was amended accordingly.
This base salary level remained in effect until September 30, 1999 and was
increased on October 1, 1999 to $245,000 per year and on June 1, 2000 to
$250,000 per year. On October 1, 2000, Mr. Mittelstaedt's base salary was
increased to $295,000. Mr. Mittelstaedt's performance bonus for 2000 was based
on Waste Connections achieving specified levels of growth in revenues through
acquisitions and in achieving a specified level of EBITDA. These levels were
achieved in 2000 and Mr. Mittelstaedt would have been entitled to receive a
bonus of $245,000 for 2000, payable in 2001. Mr. Mittelstaedt, however, agreed
to forego payment of $125,000 of such bonus. On April 4, 2000, Waste Connections
granted Mr. Mittelstaedt non-qualified options to purchase 70,000 shares of
Waste Connections common stock at a price of $10.94 per share. These options
vest ratably on an annual basis over three years from the date of grant and
expire on April 3, 2010.
This report is submitted on behalf of the Compensation Committee.
William J. Razzouk, Chairman
Michael W. Harlan
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AUDIT COMMITTEE REPORT
The Audit Committee has furnished the following report to our stockholders.
The Audit Committee, whose chairman is Mr. Harlan and whose other current
members are Mr. Razzouk and Mr. Mittelstaedt, met three times in 2000. Mr.
Harlan and Mr. Razzouk are independent directors. Mr. Mittelstaedt is not an
independent director by virtue of his position as President and Chief Executive
Officer of Waste Connections. The Audit Committee operates under a written
charter adopted by the Board of Directors (Exhibit A).
Management is responsible for Waste Connections' internal controls and the
financial reporting process. Our independent accountants are responsible for
performing an independent audit of our consolidated financial statements in
accordance with generally accepted accounting standards and issuing a report
thereon. The Audit Committee's activities do not alter or supercede those
traditional responsibilities. The Audit Committee's responsibilities are to
review our internal controls and the objectivity of our financial reporting, and
to meet with appropriate financial personnel and our independent accountants in
connection with these reviews. The Audit Committee also reviews the professional
services provided by our independent accountants and reviews such other matters
concerning our accounting principles and financial and operating policies,
controls and practices, our public financial reporting policies and practices,
and the results of our annual audit as it may find appropriate or as may be
brought to its attention.
In this context, the Audit Committee has met and held discussions with
management and the independent accountants. Management represented to the Audit
Committee that Waste Connections' consolidated financial statements were
prepared in accordance with general accepted accounting principles, and the
Audit Committee has reviewed and discussed the consolidated financial statements
with management and the independent accountants. The Audit Committee discussed
with the independent accountants matters required to be discussed by the
Statement on Auditing Standards No. 61 (Communication with Audit Committee).
The independent accountants also provided to the Audit Committee the
written disclosures and letter required by Independence Standards Board Standard
No. 1 (Independence Discussions with Audit Committees). The Audit Committee
discussed with the independent accountants that firm's independence and
considered the compatibility of non-audit services with the auditors'
independence.
Based on the Audit Committee's discussions with management and the
independent accountants and its review of the representations of management and
the report of the independent accountants, the Audit Committee recommended that
the Board of Directors include the audited consolidated financial statements in
Waste Connections' Annual Report on Form 10-K for the year ended December 31,
2000 filed with the Securities and Exchange Commission.
This report is submitted on behalf of the Audit Committee.
Michael W. Harlan, Chairman
William J. Razzouk
Ronald J. Mittelstaedt
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COMMON STOCK PRICE PERFORMANCE GRAPH
The following common stock price performance graph compares the change in
cumulative total stockholder returns on our common stock for 2000, with the
cumulative total return of the NASDAQ Composite Index and an index of peer group
issues ("Peer Group Index") over the same period, assuming the investment of
$100 on May 22, 1998, and the reinvestment of dividends. The Peer Group Index
includes Allied Waste Industries, Inc., Casella Waste Systems, Inc., Republic
Services, Inc., Waste Industries, Inc. and Waste Management, Inc.
PERFORMANCE GRAPH
INDEX WCNX NASDAQ
----- ---- ------
5/22/1998 100.00 100.00 100.00
12/31/1998 94.80 128.70 121.50
12/31/1999 49.20 101.10 225.40
12/31/2000 63.00 231.50 136.80
-----------------------------------------------------------------------
Index Name 5/22/1998 12/31/1998 12/31/1999 12/31/2000
-----------------------------------------------------------------------
Index $ 100 $ 94.8 $ 49.2 $ 63.0
-----------------------------------------------------------------------
WCNX 100 128.7 101.1 231.5
-----------------------------------------------------------------------
NASDAQ 100 121.5 225.4 136.8
-----------------------------------------------------------------------
PROPOSAL 2 -- APPOINTMENT OF INDEPENDENT ACCOUNTANTS
Subject to ratification by the stockholders, the Board of Directors has
reappointed Ernst & Young LLP as independent accountants to audit the
consolidated financial statements of Waste Connections for the year 2001. Fees
for the latest annual audit were $436,037 and all other fees paid to Ernst &
Young LLP with respect to the year 2000 were $247,950, including fees of
$247,950 for audit-related services and no fees for non-audit-related services.
Audit-related services generally include work on registration statements and
other documents filed with the Securities and Exchange Commission during 2000.
The Board of Directors recommends a vote in favor of ratification of the
appointment. If the stockholders should fail to ratify the appointment of the
independent accountants, the Board of Directors would reconsider the
appointment.
It is expected that representatives of Ernst & Young LLP will be present at
the annual meeting, will have an opportunity to make a statement if they desire
to do so and will be available to answer appropriate questions.
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SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE REPORTING
Based solely upon a review of reports on Forms 3, 4 and 5 and any
amendments thereto furnished to the Company pursuant to Section 16 of the
Securities Exchange Act of 1934, as amended, and written representations from
the executive officers and directors that no other reports were required, we
believe that no executive officers or directors were late in filing such reports
during 2000, except for two officers, James Little and Eric Moser, each of whom
filed one Form 4 late, reporting two transactions and one transaction,
respectively.
STOCKHOLDER PROPOSALS FOR 2002 ANNUAL MEETING
To be considered for inclusion in next year's proxy materials, stockholder
proposals to be presented at the Company's 2002 Annual Meeting must be in
writing and be received by Waste Connections no later than March 22, 2002.
OTHER BUSINESS
The Board of Directors does not know of any business to be brought before
the annual meeting other than the matters described in the Notice of Annual
Meeting. However, if any other matters are properly presented for action, it is
the intention of each person named in the accompanying proxy to vote the proxy
in accordance with his judgment on such matters.
By Order of the Board of Directors,
DARRELL W. CHAMBLISS
Secretary
April 10, 2001
A COPY OF THE COMPANY'S 2000 ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K WILL BE FURNISHED TO STOCKHOLDERS FREE OF CHARGE UPON
WRITTEN REQUEST TO THE OFFICE OF THE VICE PRESIDENT -- FINANCE OF THE COMPANY.
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EXHIBIT A
AUDIT COMMITTEE CHARTER
ORGANIZATION
The audit committee of the board of directors shall be comprised of at
least three directors who are independent of management and the Company. Members
of the audit committee shall be considered independent if they have no
relationship to the Company that may interfere with the exercise of their
independence from management and the Company. All audit committee members will
be financially literate, and at least one member will have accounting or related
financial management expertise.
STATEMENT OF POLICY
The audit committee shall provide assistance to the directors in fulfilling
their responsibility to the shareholders, potential shareholders and investment
community relating to corporate accounting, reporting practices of the Company
and the quality and integrity of financial reports of the Company. In doing so,
it is the responsibility of the audit committee to maintain free and open
communication between the directors, the independent auditors and the financial
management of the Company.
RESPONSIBILITIES
In carrying out its responsibilities, the audit committee believes its
policies and procedures should remain flexible, in order to best react to
changing conditions and to ensure to the directors and shareholders that the
corporate accounting and reporting practices of the Company are in accordance
with all requirements and are of the highest quality.
In carrying out these responsibilities, the audit committee will:
- Obtain the full board of directors' approval of this Charter and review
and reassess this Charter as conditions dictate (at least annually).
- Review and recommend to the directors the independent auditors to be
selected to audit the financial statements of the Company and its
divisions and subsidiaries.
- Have a clear understanding with the independent auditors that they are
ultimately accountable to the board of directors and the audit committee,
as the shareholders' representatives, who have the ultimate authority in
deciding to engage, evaluate and, if appropriate, terminate their
services.
- Meet with the independent auditors and financial management of the
Company to review the scope of the proposed audit and timely quarterly
reviews for the current year and the procedures to be utilized, the
adequacy of the independent auditor's compensation, and at the conclusion
thereof review such audit or review, including any comments or
recommendations of the independent auditors.
- Review with the independent auditors and financial and accounting
personnel, the adequacy and effectiveness of the accounting and financial
controls of the Company, and elicit any recommendations for the
improvement of such internal controls or particular areas where new or
more detailed controls or procedures are desirable. Particular emphasis
should be given to the adequacy of internal controls to expose any
payments, transactions or procedures that might be deemed illegal or
otherwise improper. Further, the committee periodically should review
company policy statements to determine their adherence to the code of
conduct.
- Review reports received from regulators and other legal and regulatory
matters that may have a material effect on the financial statements or
related company compliance policies.
- Review the quarterly financial statements with financial management and
the independent auditors prior to the filing of the form 10-Q (or prior
to the press release of results, if possible) to determine that the
independent auditors do not take exception to the disclosure and content
of the financial
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statements, and discuss any other matters required to be communicated to
the committee by the auditors. The chair of the committee may represent
the entire committee for purposes of this review.
- Review the financial statements contained in the annual report to
shareholders with management and the independent auditors to determine
that the independent auditors are satisfied with the disclosure and the
content of the financial statements to be presented to the shareholders.
Review with financial management and the independent auditors the results
of their timely analysis of significant financial reporting issues and
practices, including changes in, or adoptions of, accounting principles
and disclosure practices, and discuss any other matters required to be
communicated to the committee by the auditors. Also review with financial
management and the independent auditors their judgements about the
quality, not just the acceptability, of accounting principles and the
clarity of the financial disclosure practices used or proposed to be
used, and particularly, the degree of aggressiveness or conservatism of
the organization's accounting principles and underlying estimates, and
other significant decisions made in preparing the financial statements.
- Provide sufficient opportunity for the independent auditors to meet with
the members of the audit committee without members of management present.
Among the items to be discussed in these meetings are the independent
auditors' evaluation of the Company's financial, accounting and auditing
personnel, and the cooperation that the independent auditors received
during the course of audit.
- Review accounting and financial human resources and succession planning
within the Company.
- Report the results of the annual audit to the board of directors. If
requested by the board, invite the independent auditors to attend the
full board of directors meeting to assist in reporting the results of the
annual audit or to answer other directors' questions (alternatively, the
other directors, particularly the other independent directors, may be
invited to attend the audit committee meeting during which the results of
the annual audit are reviewed).
- On an annual basis, obtain from the independent auditors a written
communication delineating all their relationships and professional
services as required by Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees. In addition, review with
the independent auditors the nature and scope of any disclosed
relationships or professional services and take, or recommend that the
board of directors take, appropriate action to ensure the continuing
independence of the auditors.
- Review the report of the audit committee in the annual report to the
shareholders and the Annual Report on Form 10-K disclosing whether or not
the committee had reviewed and discussed with management and the
independent auditors, as well as discussed within the committee (without
management or the independent auditors present), the financial statements
and the quality of accounting principles and significant judgements
affecting the financial statements. In addition, disclose the committee's
conclusion on the fairness of presentation of the financial statements in
conformity with GAAP based on those discussions.
- Submit the minutes of all meetings of the audit committee to, or discuss
the matters discussed at each committee meeting with, the board of
directors.
- Investigate any matter brought to its attention within the scope of its
duties, with the power to retain outside counsel for this purpose if, in
its judgement, that is appropriate.
- Review the Company's disclosure in the proxy statement for its annual
meeting of shareholders that describes that the Committee has satisfied
its responsibilities under this Charter for the prior year. In addition,
include a copy of this Charter in the annual report to shareholders or
the proxy statement at least triennially or the year after any
significant amendment to the Charter
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WASTE CONNECTIONS, INC.
620 COOLIDGE DRIVE, SUITE 350
FOLSOM, CALIFORNIA 95630
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS ON MAY 16, 2001
The undersigned holder of Common Stock of Waste Connections, Inc. ("WCI")
acknowledges receipt of WCI's Proxy Statement dated April 10, 2001, and Annual
Report to Stockholders for 2000. The undersigned revokes all prior proxies and
appoints Ronald J. Mittelstaedt and Steven F. Bouck, and each of them,
individually and with full powers of substitution and resubstitution, proxies
for the undersigned to vote all shares of WCI Common Stock that the undersigned
would be entitled to vote at the Annual Meeting of Stockholders to be held on
Wednesday, May 16, 2001 at 10:00 A.M., Pacific Time, at the Hyatt Regency, 1209
L Street, Sacramento, CA 95814, and any adjournment thereof, as designated on
the reverse side of this Proxy Card.
THIS PROXY WILL BE VOTED ACCORDING TO THE SPECIFICATIONS YOU MAKE BELOW. IF YOU
DO NOT SPECIFY BELOW BUT YOU DO SIGN AND DATE THIS PROXY CARD, THIS PROXY WILL
BE VOTED FOR THE PROPOSALS REFERRED TO IN (1) AND (2) BELOW, AND IN THE
DISCRETION OF THE PERSONS NAMED AS PROXIES AS TO ANY OTHER MATTERS THAT PROPERLY
COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF.
PLEASE MARK, SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
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(CONTINUED FROM FACE OF CARD)
[X] Please mark your votes as in this example.
THE WCI BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEE IN PROPOSAL 1.
1. ELECTION OF DIRECTOR. Election of the following nominee as a director:
Ronald J. Mittelstaedt
[ ] FOR [ ] WITHHOLD AUTHORITY
THE WCI BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 2.
2. Ratification of Appointment of Ernst & Young LLP as independent accountants.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. OTHER BUSINESS. To transact such other matters as may properly come before
the special meeting or any adjournments thereof.
[ ] AUTHORIZED [ ] NOT AUTHORIZED
If you plan to attend the Annual Meeting of Stockholders, please mark the
following box and promptly return this Proxy Card. [ ]
DATED: , 2001
----------------------------------
-----------------------------------------------
SIGNATURE OF STOCKHOLDER
-----------------------------------------------
TITLE, IF ANY
-----------------------------------------------
SIGNATURE OF STOCKHOLDER IF HELD JOINTLY
-----------------------------------------------
TITLE, IF ANY
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PLEASE SIGN EXACTLY AS YOUR NAME OR NAMES APPEAR ON THIS PROXY CARD. IF YOU HOLD
SHARES JOINTLY, EACH STOCKHOLDER SHOULD SIGN. IF YOU SIGN AS AN ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE YOUR FULL TITLE.
IF THE SIGNER IS A CORPORATION, PLEASE SIGN THE FULL CORPORATE NAME BY THE
PRESIDENT OR AN AUTHORIZED OFFICER. IF THE SIGNER IS A PARTNERSHIP, PLEASE SIGN
THE FULL PARTNERSHIP NAME BY AN AUTHORIZED PERSON. PLEASE MARK, SIGN, DATE AND
MAIL THIS PROXY CARD PROMPTLY, USING THE ENCLOSED POSTAGE-PAID ENVELOPE.
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