UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
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
GLOBAL ENTERTAINMENT CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(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:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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GLOBAL ENTERTAINMENT CORPORATION
1600 North Desert Drive, Suite 301
Tempe, AZ 85281
PROXY STATEMENT AND
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 17, 2008
To the shareholders of Global Entertainment Corporation:
You are hereby notified that Global Entertainment Corporation ("the Company" or
"Global") will hold an annual meeting (the "Meeting") of its shareholders on
October 17, 2008, at 9:00 a.m. at 1600 North Desert Drive, Suite 301 Tempe, AZ
85281. Only shareholders of Global may attend the Meeting. Shareholders who own
shares registered in their names will be admitted to the Meeting upon
verification of record share ownership. Shareholders who own shares through
banks, brokerage firms, nominees or other account custodians must present proof
of beneficial share ownership (such as a brokerage account statement) to be
admitted.
The following items of business will be addressed at the Meeting:
1. The election of seven members to the Board of Directors to serve until the
next annual meeting of shareholders and until their successors are elected;
2. To ratify the selection of Semple, Marchal & Cooper, LLP to serve as
independent registered public accounting firm for the Company for the fiscal
year ending May 31, 2009; and
3. To transact such other business as may properly come before the Meeting or
any postponements or adjournments thereof. Management is presently aware of no
other business to come before the Meeting.
Details relating to the above proposals are set forth in the attached Proxy
Statement. All shareholders of record of the Company as of the close of business
on September 22, 2008 will be entitled to notice of and to vote at the Meeting
and any adjournment or postponements thereof.
A copy of the Company's 2008 Annual Report to Shareholders is enclosed.
Management cordially invites you to attend the Meeting. PLEASE MARK, SIGN, DATE
AND PROMPTLY RETURN THE ENCLOSED PROXY CARD SO THAT YOUR SHARES CAN BE VOTED,
REGARDLESS OF WHETHER YOU EXPECT TO ATTEND THE MEETING. IF YOU ATTEND, YOU MAY
WITHDRAW YOUR PROXY AND VOTE IN PERSON.
By Order of the Board of Directors,
/s/ James Domaz
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James Domaz
Secretary
Tempe, Arizona
September 25, 2008
GLOBAL ENTERTAINMENT CORPORATION
1600 North Desert Drive, Suite 301
Tempe, AZ 85281
PROXY STATEMENT
GENERAL
Our Board of Directors is providing this Proxy Statement in connection with the
solicitation of proxies to be voted at the Annual Meeting of Shareholders (the
"Meeting") to be held on October 17, 2008 at 9:00 a.m., local Arizona time, at
1600 North Desert Drive, Suite 301 Tempe, AZ 85281, and at any adjournments or
postponements of the Meeting. This Proxy Statement and accompanying notice of
the Meeting are first being mailed to shareholders on or about September 26,
2008.
At our Annual Meeting, shareholders will act upon the matters outlined in the
notice of meeting on the cover page of this Proxy Statement, including the
election of directors and ratification of the appointment of the Company's
registered public accounting firm. In addition, management will report on the
performance of the Company and respond to questions from shareholders.
VOTING RIGHTS AND COST OF MAILING
Our common stock is the only type of security entitled to vote. On September 22,
2008 the record date for determination of shareholders entitled to vote, we had
6,626,112 shares of common stock outstanding. Each shareholder of record on the
record date was entitled to one vote for each share of common stock held by such
shareholder on that date. Shares of common stock may not be voted cumulatively.
The shares represented by all proxies that are properly executed and submitted
will be voted at the Meeting in accordance with the instructions indicated
thereon. Unless otherwise directed, votes will be cast (i) for the election of
the nominees for directors hereinafter named; (ii) for the ratification of
Semple, Marchal & Cooper, LLP as the Company's independent registered public
accounting firm and (iii) to transact such other business as may properly come
before the Meeting or any postponements or adjournments thereof. Shareholders
who hold their shares in "street name" (i.e., in the name of a bank, broker or
other record holder) must vote their shares in the manner prescribed by their
brokers. After a quorum is declared, the holders of a majority of the shares
represented at the Meeting in person or by proxy and entitled to vote will be
required to approve any proposed matters.
We will bear the entire cost of the preparation, assembly, printing and mailing
of this proxy statement. Copies of the proxy statement will be furnished to
brokerage houses, fiduciaries and custodians holding shares in their names that
are beneficially owned by others so that they may forward this material to such
beneficial owners. In addition, we may reimburse these persons for their costs
of forwarding the material to the beneficial owners.
QUORUM REQUIREMENT
Our Bylaws and Nevada law provide that the holders of a majority of our common
stock issued and outstanding and entitled to vote, either in person or by proxy
shall constitute a quorum for the transaction of business at a shareholders
meeting. As of the record date, 6,626,112 shares of Common Stock, representing
the same number of votes, were outstanding. Thus, the presence of the holders of
Common Stock representing at least 3,313,057 votes will be required to establish
a quorum. In determining the presence of a quorum at the Meeting, proxies
received but marked as abstentions are counted as present and broker non-votes
are not counted as present. A broker "non-vote" occurs when a broker, bank or
other holder of record holding shares for a beneficial owner does not vote on a
particular proposal because the broker, bank or other holder of record does not
have discretionary voting power for that particular item and has not received
instructions from the beneficial owner.
VOTES REQUIRED
With respect to the election of the seven director nominees and the ratification
of our auditors, the holders of a majority of the issued and outstanding shares
of voting stock must approve the actions taken.
HOW TO VOTE
By Mail or Facsimile
Be sure to complete, mark, sign and date the proxy card or voting instruction
card and return it in the envelope provided or via facsimile to 480-994-0759.
Votes submitted by mail must be received on or before October 10, 2008. If you
are a shareholder of record and you return your signed proxy card but do not
indicate your voting preferences, the persons named in the proxy card will vote
the shares represented by that proxy as recommended by the Board.
All shareholders may vote in person at the Meeting. If you are a beneficial
owner of shares, you must obtain a legal proxy from your broker, bank or other
holder of record and present it to the inspectors of election with your ballot
to be able to vote at the Meeting.
CHANGING YOUR VOTE AFTER YOU RETURN YOUR PROXY CARD
Any shareholder of record giving a proxy may revoke it at any time before it is
voted at the Meeting by delivering to the Company written notice of revocation
or a proxy bearing a later date, or by attending the Meeting in person and
casting a ballot, although attendance at the Meeting will not by itself revoke a
previously granted proxy. You may change your vote by using any one of these
methods regardless of the procedure used to cast your previous vote.
If you are a beneficial owner of shares, you may submit new voting instructions
by contacting your bank, broker or other holder of record. You may also vote in
person at the Meeting if you obtain a legal proxy as described in the response
to the previous question.
DISSENTER'S RIGHTS OR APPRAISAL
Pursuant to applicable Nevada law, there are no dissenter's or appraisal rights
relating to the matters to be acted upon at the Meeting.
BOARD'S RECOMMENDATIONS
Unless you give other instructions on your proxy card, the persons named as
proxy holders on the proxy card will vote in accordance with the recommendations
of the Board. The Board's recommendations are set forth together with the
description of each item in this Proxy Statement. In summary, the Board
recommends a vote:
* FOR the election as directors of the nominees named in this Proxy
Statement. (See Proposal 1).
* FOR the ratification of the appointment of Semple, Marchal & Cooper
LLP as Global's independent registered public accounting firm. (See
Proposal 2).
* In accordance with the best judgment of the persons acting under the
proxy concerning other matters that are properly brought before the
Meeting and at any adjournment or postponement thereof.
BUSINESS OF THE MEETING
PROPOSAL NO. 1: ELECTION OF DIRECTORS
The Board of Directors currently consists of eight members. Seven members of the
Board were nominated by the nominating and corporate governance committee, and
are standing for, re-election. Dr. Hartzmark has elected to not seek
re-election.
JAMES TRELIVING is a member of the Board of Directors of Global
Entertainment and WPHL Holdings, Inc. and serves as the Chairman of each
Board. Mr. Treliving is a chairman and owner of Boston Pizza International,
Inc., a $800 (Canadian) million full-service pizza and pasta restaurant
franchise chain with over 300 locations in Canada. Mr. Treliving has won
the Pacific Canada Ernst & Young "Entrepreneur of the Year" award for
Hospitality and Tourism and the British Columbia American Marketing
Association's "Marketer of the Year" award. Boston Pizza was named one of
the FINANCIAL POST'S and Arthur Andersen & Company's "50 Best Managed
Private Companies" for eight consecutive years and has won the Pinnacle
"Company of the Year" award. Mr. Treliving is also involved in the oil and
gas, property development, and construction and development industries.
Prior to purchasing Boston Pizza with George Melville in 1983, Mr.
Treliving owned and operated multiple franchised Boston Pizza restaurants.
James Treliving is the father of Brad Treliving, who was President of the
WPHL until August 2007.
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RICHARD KOZUBACK is a member of the Board of Directors and is the President
and CEO of Global Entertainment. He is also a member of the Board of
Directors of WPHL, Inc. and has served as the President of WPHL, Inc. from
its inception until 1999. He now serves as Chairman of the WPHL. He also
serves as a Director of WPHL Holdings. Mr. Kozuback has over 20 years of
experience in the hockey industry, having played Canadian Junior Hockey and
having coached and managed various hockey teams in the western United
States. From 1994 to 1996, Mr. Kozuback was Director of Scheduling for
Roller Hockey International and President of the International Roller
Hockey Association. From 1993 to 1994, Mr. Kozuback was Head Coach and
General Manager of the Tri-City Americans, a Western Hockey League team, as
well as Head Coach of the Phoenix Cobras, a Roller Hockey International
team. From 1991 to 1993, Mr. Kozuback served as the Associate Coach of the
Phoenix Roadrunners, a member of the International Hockey League and farm
team to the Los Angeles Kings, a National Hockey League team. Mr. Kozuback
attended the University of Alberta, Canada, where he received a degree in
Education.
MICHAEL L. BOWLIN became a member of the Board of Directors of Global
Entertainment in April 2006. Mr. Bowlin has served as Chairman of the Board
and Chief Executive Officer, President and as a Director of Bowlin Travel
Centers, Inc. since August of 2000. Mr. Bowlin served as Chairman of the
Board and Chief Executive Officer of Bowlin Outdoor Advertising and Travel
Centers, Inc. ("Bowlin Outdoor") from 1991 through January of 2001, and as
President from 1983 through 1991. Mr. Bowlin had been employed by Bowlin
Outdoor since 1968. Mr. Bowlin holds a Bachelor's degree in Business
Administration from Arizona State University.
TERRY S. JACOBS has been a member of the Board of Directors of Global
Entertainment since 2000, and is Chairman, President and Chief Executive
Officer of The JFP Group, LLC, a private real estate development,
management and investment group since September 2005. From its founding in
September 1996 to September 2005, Mr. Jacobs served as Chairman of the
Board and Chief Executive Officer of Regent Communications, a Nasdaq listed
company, which is the owner and operator of 75 radio stations in 15
markets. He currently serves as a member of the Board of Directors of
American Financial Group, Inc., a New York Stock Exchange listed company
and until September 2006, when the company was acquired, he was a member of
the Board of Directors of Capital Title Group, Inc., a Nasdaq listed
company. Mr. Jacobs' business experience includes the founding of Jacor
Communications, Inc. in 1979, serving as Chairman and Chief Executive
Officer as the company grew to be the ninth largest radio group in the
Nation, as well as the founding of Regent Communications, Inc. Mr. Jacobs
holds a Bachelors of Business Administration and Masters of Actuarial
Science from Georgia State University and is a Fellow of the Casualty
Actuarial Society and Member of the American Academy of Actuaries. Mr.
Jacobs is a member of the Board of the National Football Foundation and
College Hall of Fame.
STEPHEN A McCONNELL became a member of the Board of Directors of Global
Entertainment in April 2006. Mr. McConnell has served as the President of
Solano Ventures, an investment fund devoted to small and mid-sized
companies. Mr. McConnell was Chairman and majority stockholder of G-L
Industries, LLC, a Salt Lake City-based manufacturer of wood glue-lam beams
used in the construction industry, from 1998 to 2004. Mr. McConnell served
as Chairman of the Board of Mallco Lumber & Building Materials, Inc., a
wholesale distributor of construction lumber and doors from September 1991
to June 1997. From 1991 to 1995, Mr. McConnell served as President of Belt
Perry Associates, Inc., a property tax appeal firm. Mr. McConnell served as
President and Chief Executive Officer of N-W Group, Inc., a publicly held
corporation, from 1985 through 1991. Mr. McConnell currently serves on the
board of Mobile Mini, Inc., a publicly held company. Mr. McConnell holds a
BA from Harvard College and an MBA from Harvard Business School.
GEORGE MELVILLE is a member of the Board of Directors of Global
Entertainment and was previously a Director of WPHL, Inc. from its
inception in 1995 until May 2003. He also serves as a Director and as Vice
President of WPHL Holdings. Mr. Melville currently serves as one of two
Chairmen and owners of Boston Pizza. Together with James Treliving, the
other Chairman of Boston Pizza, Mr. Melville has won the Pacific Canada
Ernst & Young "Entrepreneur of the Year" award for Hospitality and Tourism
and the British Columbia American Marketing Association's "Marketer of the
Year" award. Boston Pizza was named one of the FINANCIAL POST'S and Arthur
Andersen & Company's "50 Best Managed Private Companies" for eight
consecutive years and has won the Pinnacle "Company of the Year" award. Mr.
Melville is also involved in the oil and gas, property development, and
construction and development industries. Prior to purchasing Boston Pizza
with James Treliving in 1983, Mr. Melville owned and operated multiple
franchised Boston Pizza restaurants and was an accountant with Peat,
Marwick, Mitchell & Co. Mr. Melville is an accredited Chartered Accountant.
MARK SCHWARTZ presently is a Director of Global Entertainment. Previously,
he served as a Director of Cragar Industries, dating back to January 1993.
Mr. Schwartz is President and CEO of G&S Metal Products Co., Inc., the
largest producer of metal bakeware for the consumer market in the United
States. G&S Metal Products also imports and distributes a wide range of
kitchen accessory and household items. Through a subsidiary, G&S Metal is
3
one of the major U.S. manufacturers of aluminum fencing for residential and
commercial markets. Its customers include major U.S. and international
retailers in virtually every segment of the trade, including supermarkets,
mass merchants, and television retailers. Mr. Schwartz has been with G&S
for well over 30 years and has been President and Chief Executive Officer
for over 15 years.
All nominees have consented to be named and have indicated that they will serve
if re-elected. If re-elected, each director will hold office until the next
annual meeting of shareholders or until a successor is elected and qualified. If
any nominee is not able to serve, the Board intends to fill the vacancy until
another director nominee can be elected. The Board is unaware of any
circumstance likely to make the nominees named below unavailable for election.
Additional information about each of the directors can be found in the
"Directors and Executive Officers" section below.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR"
THE ELECTION OF ALL NOMINEES.
PROPOSAL NO. 2: RATIFICATION OF SELECTION OF THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
The Board of Directors, upon the recommendation of the Audit Committee, has
selected Semple, Marchal & Cooper, LLP, an independent registered public
accounting firm, to audit the books, records, and accounts of the Company and
its subsidiaries for the year ending May 31, 2009.
The firm of Semple, Marchal & Cooper, LLP audits the Company's books annually,
has offices in or convenient to the localities in the United States where the
Company or its subsidiaries operate and is considered to be well qualified.
Semple, Marchal & Cooper, LLP has audited the Company's books since 2000.
Shareholder ratification of the selection of Semple, Marchal & Cooper, LLP as
the Company's independent registered public accounting firm is not required by
the Company's bylaws or otherwise. Despite shareholder ratification of the
selection of Semple, Marchal & Cooper, LLP, the Audit Committee and the Board in
their discretion may direct the appointment of different independent registered
public accounting firms at any time if they determine that such an appointment
would be in the best interests of the Company and its shareholders.
Semple, Marchal & Cooper, LLP has no direct or indirect material financial
interest in the Company or any of its subsidiaries. A representative of Semple,
Marchal & Cooper, LLP is expected to be present at the Meeting and will be given
the opportunity to make a statement on behalf of Semple, Marchal & Cooper, LLP,
if they so desire. The representative also will be available to respond to
questions raised by those in attendance at the Meeting.
PRINICIPAL ACOUNTANT FEES AND SERVICES
AUDIT FEES
The aggregate fees billed by Semple, Marchal & Cooper, LLP for professional
services rendered for the audit of our annual financial statements and review of
our annual and quarterly reports on Forms 10-K and 10-QSB, respectively, for the
fiscal year ended May 31, 2008, were approximately $203,000. The aggregate fees
billed by Semple, Marchal & Cooper, LLP for professional services rendered for
the audit of our annual financial statements and review of our annual and
quarterly reports on Forms 10-KSB and 10-QSB, respectively, for the fiscal year
ended May 31, 2007 were approximately $220,000.
AUDIT RELATED FEES
In each of the last two fiscal years, there were no fees billed for assurance
and related services rendered by the principal accountant that are reasonably
related to the performance of the audit or review of our financial statements
and are not reported under the "AUDIT FEES" paragraph above.
TAX FEES
Semple, Marchal & Cooper, LLP prepared the company's tax returns for state and
federal purposes. Tax return preparation fees for the fiscal years ended May 31,
2008 and May 31, 2007 totaled approximately $17,000 and $16,000, respectively.
ALL OTHER FEES
Other than the services described above under "Audit Fees", "Audit Related Fees"
and "Tax Fees", Semple, Marchal & Cooper, LLP also provided services related to
the Company's private placement of common stock and related S-3 registration
statement. Fees related to the private placement of common stock and S-3
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registration during the fiscal year ended May 31, 2006 were approximately
$27,000. During fiscal year ended May 31, 2007, Semple, Marchal & Cooper, LLP
also provided services related to a Securities and Exchange Commission
compliance matter and billed related fees of approximately $8,000.
AUDIT COMMITTEE REPORT
The Audit Committee oversees the Company's financial reporting process on behalf
of the Board of Directors. Management has the primary responsibility for the
financial statements and the reporting process including the systems of internal
controls. In fulfilling its oversight responsibilities, the Committee reviewed
the audited financial statements in the Annual Report with management including
a discussion of the quality, not just the acceptability, of the accounting
principles, the reasonableness of significant judgments, and the clarity of
disclosures in the financial statements.
The Committee reviewed with the independent auditors, who are responsible for
expressing an opinion on the conformity of those audited financial statements
with generally accepted accounting principles, their judgments as to the
quality, not just the acceptability, of the Company's accounting principles and
such other matters as are required to be discussed with the Committee under
generally accepted auditing standards. In addition, the Committee has discussed
with the independent auditors the auditors' independence from management and the
Company including the matters in the written disclosures required by the
Independence Standards Board and considered the compatibility of nonaudit
services with the auditors' independence. The Committee discussed with the
Company's independent auditors the overall scope and plans for their audit.
In reliance on the reviews and discussions referred to above, the Committee
recommended to the Board of Directors (and the Board approved) that the audited
financial statements be included in the Annual report on Form 10-K for the year
ended May 31, 2008 for filing with the Securities and Exchange Commission.
Terry S. Jacobs
Michael L. Hartzmark, Ph.D.
Stephen A McConnell
Dated: September 25, 2008
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES
All of the 2008 and 2007 audit services provided by Semple, Marchal & Cooper,
LLP were approved by our Audit Committee. The Audit Committee implemented
pre-approval policies and procedures related to the provision of audit and
non-audit services. Under these procedures, the Audit Committee pre-approves
both the type of services to be provided by our independent registered public
accounting firm and the estimated fees related to these services. During the
approval process, the Audit Committee considers the impact of the types of
services and related fees on the independence of the auditor. These services and
fees must be deemed compatible with the maintenance of the auditor's
independence, in compliance with the SEC rules and regulations. Throughout the
year, the Audit Committee and, if necessary, the Board of Directors, reviews
revisions to the estimates of audit and non-audit fees initially approved.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" RATIFICATION OF
THE APPOINTMENT OF SEMPLE, MARCHAL & COOPER, LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
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INFORMATION ABOUT GLOBAL AND ITS MANAGEMENT
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The directors, executive officers, and other key employees of Global
Entertainment, and their ages as of October 1, 2008, are as follows:
Name Age Position
- ---- --- --------
James Treliving 67 Director and Chairman of the Board
Richard Kozuback 54 Director, CEO and President
Michael L. Bowlin 66 Director
Michael L. Hartzmark, Ph.D. 52 Director
Terry S. Jacobs 66 Director
Stephen A McConnell 55 Director
George Melville 64 Director
Mark Schwartz 58 Director
James Yeager 58 Senior Vice President, Chief Financial
Officer and Tresurer
James Domaz 52 Vice President, General Counsel and Secretary
JAMES TRELIVING is a member of the Board of Directors of Global Entertainment
and WPHL Holdings, Inc. and serves as the Chairman of each Board. Mr. Treliving
is a chairman and owner of Boston Pizza International, Inc., a $800 (Canadian)
million full-service pizza and pasta restaurant franchise chain with over 300
locations in Canada. Mr. Treliving has won the Pacific Canada Ernst & Young
"Entrepreneur of the Year" award for Hospitality and Tourism and the British
Columbia American Marketing Association's "Marketer of the Year" award. Boston
Pizza was named one of the FINANCIAL POSTS and Arthur Andersen & Company's "50
Best Managed Private Companies" for eight consecutive years and has won the
Pinnacle "Company of the Year" award. Mr. Treliving is also involved in the oil
and gas, property development, and construction and development industries.
Prior to purchasing Boston Pizza with George Melville in 1983, Mr. Treliving
owned and operated multiple franchised Boston Pizza restaurants. James Treliving
is the father of Brad Treliving, who was President of the WPHL until August
2007.
RICHARD KOZUBACK is a member of the Board of Directors and is the President and
CEO of Global Entertainment. He is also a member of the Board of Directors of
WPHL, Inc. and has served as the President of WPHL, Inc. from its inception
until 1999. He now serves as Chairman of the WPHL. He also serves as a Director
of WPHL Holdings. Mr. Kozuback has over 20 years of experience in the hockey
industry, having played Canadian Junior Hockey and having coached and managed
various hockey teams in the western United States. From 1994 to 1996, Mr.
Kozuback was Director of Scheduling for Roller Hockey International and
President of the International Roller Hockey Association. From 1993 to 1994, Mr.
Kozuback was Head Coach and General Manager of the Tri-City Americans, a Western
Hockey League team, as well as Head Coach of the Phoenix Cobras, a Roller Hockey
International team. From 1991 to 1993, Mr. Kozuback served as the Associate
Coach of the Phoenix Roadrunners, a member of the International Hockey League
and farm team to the Los Angeles Kings, a National Hockey League team. Mr.
Kozuback attended the University of Alberta, Canada, where he received a degree
in Education.
MICHAEL L. BOWLIN became a member of the Board of Directors of Global
Entertainment in April 2006. Mr. Bowlin has served as Chairman of the Board and
Chief Executive Officer, President and as a Director of Bowlin Travel Centers,
Inc. since August of 2000. Mr. Bowlin served as Chairman of the Board and Chief
Executive Officer of Bowlin Outdoor Advertising and Travel Centers, Inc.
("Bowlin Outdoor") from 1991 through January of 2001, and as President from 1983
through 1991. Mr. Bowlin had been employed by Bowlin Outdoor since 1968. Mr.
Bowlin holds a Bachelor's degree in Business Administration from Arizona State
University.
MICHAEL L. HARTZMARK, Ph.D. joined Global Entertainment's Board of Directors on
March 19, 2004 after the successful completion of the merger of Global and
Cragar Industries, Inc. Prior to joining Global's Board, Dr. Hartzmark served as
Cragar's Chief Executive Officer and a Director since 1993. Dr. Hartzmark is
currently an economist and Vice President at Chicago Partners, LLC. From
2004-2006, he served as Interim Chief Financial Officer of PacificBiometrics,
Inc. and from 2001-2003 as a Financial Consultant at Fahnestock & Co., Inc.
Prior to these activities, Dr. Hartzmark was an Economic Consultant (as
President of EconOhio Corporation), a Financial Consultant (as President of MDA
Financial, Inc.), a Senior Economist at Lexecon, Inc., the John M. Olin Visiting
Scholar at the University of Chicago and an Assistant Professor at the
University of Michigan. He has also worked for the Treasury Department and the
Commodity Futures Trading Commission. Dr. Hartzmark earned his B.A. in economics
from the University of Michigan and his M.A. and Ph.D. degrees in economics from
the University of Chicago.
6
TERRY S. JACOBS has been a member of the Board of Directors of Global
Entertainment since 2000, and is Chairman, President and Chief Executive Officer
of JFP Group, LLC, a private real estate development, management and investment
group since September 2005. From its founding in September 1996 to September
2005, Mr. Jacobs served as Chairman of the Board and Chief Executive Officer of
Regent Communications, which is the owner and operator of 75 radio stations in
15 markets. He currently serves as Vice-Chairman of the Board of Directors of
Regent Communications and is a member of the Boards of Directors of American
Financial Group, Inc., a New York Stock Exchange listed company and Capital
Title Group, Inc., a Nasdaq listed company. Mr. Jacobs' business experience
includes the founding of Jacor Communications, Inc. in 1979, serving as Chairman
and Chief Executive Officer as the company grew to be the ninth largest radio
group in the Nation. Mr. Jacobs holds a Bachelors of Business Administration and
Masters of Actuarial Science from Georgia State University and is a Fellow of
the Casualty Actuarial Society and Member of the American Academy of Actuaries.
Mr. Jacobs is a member of the Board of the National Football Foundation and
College Hall of Fame.
STEPHEN A McCONNELL became a member of the Board of Directors of Global
Entertainment in April 2006. Mr. McConnell has served as the President of Solano
Ventures, an investment fund devoted to small and mid-sized companies. Mr.
McConnell was Chairman and majority stockholder of G-L Industries, LLC, a Salt
Lake City-based manufacturer of wood glue-lam beams used in the construction
industry, from 1998 to 2004. Mr. McConnell served as Chairman of the Board of
Mallco Lumber & Building Materials, Inc., a wholesale distributor of
construction lumber and doors from September 1991 to June 1997. From 1991 to
1995, Mr. McConnell served as President of Belt Perry Associates, Inc., a
property tax appeal firm. Mr. McConnell served as President and Chief Executive
Officer of N-W Group, Inc., a publicly held corporation, from 1985 through 1991.
Mr. McConnell currently serves on the board of Mobile Mini, Inc., a publicly
held company. Mr. McConnell holds a BA from Harvard College and an MBA from
Harvard Business School.
GEORGE MELVILLE is a member of the Board of Directors of Global Entertainment
and was previously a Director of WPHL, Inc. from its inception in 1995 until May
2003. He also serves as a Director and as Vice President of WPHL Holdings. Mr.
Melville currently serves as one of two Chairmen and owners of Boston Pizza.
Together with James Treliving, the other Chairman of Boston Pizza, Mr. Melville
has won the Pacific Canada Ernst & Young "Entrepreneur of the Year" award for
Hospitality and Tourism and the British Columbia American Marketing
Association's "Marketer of the Year" award. Boston Pizza was named one of the
FINANCIAL POST'S and Arthur Andersen & Company's "50 Best Managed Private
Companies" for six consecutive years and has won the Pinnacle "Company of the
Year" award. Mr. Melville is also involved in the oil and gas, property
development, and construction and development industries. Prior to purchasing
Boston Pizza with James Treliving in 1983, Mr. Melville owned and operated
multiple franchised Boston Pizza restaurants and was an accountant with Peat,
Marwick, Mitchell & Co. Mr. Melville is an accredited Chartered Accountant.
MARK SCHWARTZ presently is a Director of Global Entertainment. Previously, he
served as a Director of Cragar Industries, dating back to January 1993. Mr.
Schwartz is President and CEO of G&S Metal Products Co., Inc., the largest
producer of metal bakeware for the consumer market in the United States. G&S
Metal Products also imports and distributes a wide range of kitchen accessory
and household items. Through a subsidiary, G&S Metal is one of the major U.S.
manufacturers of aluminum fencing for residential and commercial markets. Its
customers include major U.S. and international retailers in virtually every
segment of the trade, including supermarkets, mass merchants, and television
retailers. Mr. Schwartz has been with G&S for well over 30 years and has been
President and Chief Executive Officer for over 15 years.
JAMES YEAGER has served as Global Entertainment's Senior Vice President and
Chief Financial Officer since September 2007. Mr. Yeager most recently served as
Vice President, Controller, and Chief Financial Officer of Capital Title Group,
Inc., a Nasdaq listed company, from April 2004 through May 2007, until its
acquisition by LandAmerica Financial Group, Inc. Prior to that Mr. Yeager served
as Executive Vice President and Chief Financial Officer of Styling Technology
Corporation, a Nasdaq listed company, from June 2000 to December 2003.
JAMES DOMAZ has served as Global Entertainment's Vice President, General Counsel
and Secretary since August 2007. Prior to joining Global Entertainment, Mr.
Domaz was with the law firm of Cheifetz Iannitelli Marcolini, P.C. from
2005-2007; and prior to that he served as Senior Vice President, Corporate
Counsel and Secretary for MicroAge, Inc. a Fortune 500 company listed on the
Nasdaq exchange from 1993-2003.
Under current standards of the American Stock Exchange, Messrs. Bowlin, Jacobs,
McConnell, Melville, and Schwartz are independent directors.
We have a Code of Business Ethics ("Code") that applies to all of our employees,
including our principal executive officer, principal financial officer and
principal accounting officer. This code embodies our principles and practices
relating to the ethical conduct of Global's business and its commitment to
honesty, fair dealing and full compliance with all laws and regulations
affecting Global's business.
7
We will provide a copy of the Code upon request made in writing to us at
Global's address provided elsewhere. We intend to satisfy the disclosure
requirement under Item 5.05 of the Form 8-K regarding an amendment to, or waiver
from, a provision of this Code by posting such information on our website, at
the address and location specified above, and to the extend required, by filing
a Current Report on Form 8-K with the SEC disclosing such information.
BENEFICIAL OWNERSHIP OF THE COMPANY'S SECURITIES
The following table sets forth, as of August 31, 2008, the number and percentage
of outstanding shares of Global common stock beneficially owned by:-(i) each
person known by Global to beneficially own more than 5% of such stock, (ii) each
of Global's Directors, (iii) the Chief Executive Officer and each of the other
named executive officers, and (iv) all directors and officers as a group. Except
as otherwise indicated, Global believes that each of the beneficial owners of
its common stock listed below, based on information furnished by such owners,
has sole investment and voting power with respect to such shares, subject to
community property laws where applicable.
Shares
Name and Address Beneficially Percent of
of Beneficial Owner (1) Owned (2) Total (3)
----------------------- --------- ---------
James Treliving (4) 337,457 5.04%
Richard Kozuback (5) 489,767 7.35%
Michael L. Bowlin (6) 11,857 0.18%
Michael L. Hartzmark, Ph.D. (7) 70,390 1.05%
Donald R. Head (8) 116,286 1.75%
Terry S. Jacobs (9) 92,171 1.39%
Stephen A McConnell (10) 30,443 0.46%
George Melville (11) 416,236 6.21%
Mark Schwartz (12) 145,029 2.17%
Rudy R. Miller (13) 533,210 7.91%
WPHL Holdings, Inc. (14) 2,750,000 41.51%
Ron Thom (15) 370,726 5.59%
James Yeager -- 0.00%
James Domaz -- 0.00%
All executive officers and directors
as a group (10 persons) (16) 1,593,351 22.97%
- ----------
(1) Unless otherwise noted, the mailing address of each of the listed
shareholders is c/o Global Entertainment Corporation, 1600 North Desert
Drive, Suite 301, Temp, AZ 85281.
(2) A person is deemed to be the beneficial owner of securities that can be
acquired within 60 days from August 31, 2008, through the exercise of any
option or warrant.
(3) In calculating percentage ownership, all shares of common stock that the
named shareholder has the right to acquire within 60 days upon exercise of
any option or warrant are deemed to be outstanding for the purpose of
computing the percentage of common stock owned by such stockholder, but are
not deemed outstanding for the purpose of computing the percentage of
common stock owned by any other stockholder. Shares and percentages
beneficially owned are based upon 6,626,112 shares outstanding on August
31, 2008.
(4) Includes 72,500 shares purchasable upon exercise of options, 262,819 shares
beneficially owned by Mr. Treliving through his beneficial ownership
interest in WPHL Holdings, Inc., and 2,138 shares beneficially owned by Mr.
Treliving through his beneficial ownership interest in S&T Holdings LTD.
(5) Includes 40,000 shares purchasable upon exercise of options by Mr.
Kozuback, 52,560 shares held directly, 397,208 shares beneficially owned by
Mr. Kozuback through his beneficial ownership interest in WPHL Holdings,
Inc.
(6) Includes 11,857 shares held directly.
(7) Includes 51,175 shares purchasable upon exercise of options, 12,534 shares
held directly and 6,681 shares beneficially owned by Dr. Hartzmark through
his beneficial ownership interest in MDA Financial, Inc.
(8) Includes 116,286 shares beneficially owned by Mr. Head through his
beneficial ownership interest in Head Management Investments, LLC.
8
(9) Includes 20,000 shares purchasable upon exercise of options, and 72,171
shares held directly.
(10) Includes 30,443 shares held directly.
(11) Includes 72,500 shares purchasable upon exercise of options, 341,598 shares
beneficially owned by Mr. Melville through his beneficial ownership
interest in WPHL Holdings, Inc., and 2,138 shares beneficially owned by Mr.
Melville through his beneficial ownership interest in S&T Holdings LTD.
(12) Includes 48,045 shares purchasable upon exercise of options, 3,802 shares
purchasable upon exercise of warrants, and 93,182 shares held directly.
(13) Includes 420,210 shares owned by Miller Capital Corporation ("MCC"), for
which Mr. Miller serves as Chairman, President, and Chief Executive
Officer, 500 shares held directly by Mr. Miller, 32,500 shares purchasable
upon exercise of options by Mr. Miller, and 80,000 shares purchasable upon
exercise of warrants by MCC and Miller Capital Markets, LLC ("MCM"), for
which Mr. Miller serves as Chairman. Mr. Miller beneficially owns all of
the shares of Global common stock and warrants to purchase such shares held
by MCC and MCM.
(14) Shares of Global common stock held by WPHL Holdings, Inc. are beneficially
owned by the following persons (in the amounts indicated): Ron Thom
(370,726), George Melville (341,598), James Treliving (262,819), Brad
Treliving (317,104), Rick Kozuback (397,208), Douglas Wooton (123,578),
Nigel King (150,060), Ron Mulhern (123,569), Kevin Lowe (185,364), Barry
Johnson (185,364), Darcy Rota (111,218), Mike Cordoba (43,693), Steve
Cherwonak (31,777), Duane Lewis (31,777), Wayne Davis (31,777), Tara
Kozuback (21,184) and Chris Potenza (21,184).
(15) Includes 370,726 shares held by Mr. Thom through his beneficial ownership
interest in WPHL Holdings, Inc.
(16) Includes Messrs. J. Treliving, R. Kozuback, G. Melville, T. Jacobs, M.
Hartzmark, M. Schwartz, M. Bowlin, and S. McConnell, J. Yeager, J. Domaz.
BOARD MEETINGS AND COMMITTEES
The Board of Directors held seven meetings during fiscal 2008. During this
period, each Board member attended or participated in at least 75% of (i) the
total number of meetings of the Board that were held while he was a member and
(ii) the total number of meetings held by all committees of the Board on which
he was a member and while he was a member.
Global has an Audit Committee, a Compensation Committee and a Nominating and
Corporate Governance Committee. The Audit Committee and Compensation Committee
were each formed in October 2000 and the Nominating and Corporate Governance
Committee was formed in April 2006.
The Audit Committee consists of Messrs. Terry S. Jacobs, Michael L. Hartzmark,
Ph.D., and Stephen A McConnell. The Audit Committee, which has adopted a formal
written charter, makes recommendations to the Board concerning the selection of
outside auditors, reviews our financial statements and considers such other
matters in relation to the internal controls and external audit of our financial
affairs as may be necessary or appropriate in order to facilitate accurate and
timely financial reporting. A copy of the Audit Committee Charter is attached as
Appendix A to this Proxy Statement. The Audit Committee is comprised of outside
directors who are not officers or employees of the Company or its subsidiaries.
In the opinion of the Board, and as "independent" is defined under the current
standards of the American Stock Exchange, Terry S. Jacobs, Michael L. Hartzmark,
Ph.D. and Stephen A McConnell are independent of management and free of any
relationship that would interfere with their exercise of independent judgment as
members of this committee. The Board has determined that Terry S. Jacobs is an
"audit committee financial expert," as that term is defined in the rules and
regulations promulgated by the Securities and Exchange Commission. In addition,
the Board has determined that all members of the Audit Committee are financially
literate, knowledgeable, and qualified to review our financial statements. The
Audit Committee held eight meetings during fiscal 2008.
The Compensation Committee is currently comprised of Messrs. George Melville,
Michael L. Bowlin, and Mark Schwartz. The Compensation Committee determines the
salary and incentive compensation of Global's officers and provides
recommendations for the salaries and incentive compensation for its other
employees. The Compensation Committee also administers Global's long-term
incentive plans, including reviewing management recommendations with respect to
option and restricted stock grants and taking other actions as may be required
in connection with its compensation and incentive plans. Among other items, the
Compensation Committee reviews the profitability of Global and industry
standards in determining executive and director compensation. The Compensation
Committee, following consultation with the Chief Executive Officer, makes
recommendations to the Board of Directors regarding the amount and form of
compensation of directors, executives and employees. During the fiscal year
9
2008, the Compensation Committee engaged a consultant to conduct a study and
make a recommendation for a compensation plan applicable to certain key
employees in the event of a change of control of the Company. The consultant was
paid a fee of $7,500 for this study and recommendation. The Compensation
Committee members are all "independent" as defined under the current standards
of the American Stock Exchange. The Compensation Committee held two meetings
during fiscal 2008. The Compensation Committee does not currently have a
charter.
The Nominating and Corporate Governance Committee develops and recommends to the
full Board of Directors, a set of corporate governance principles and makes
recommendations for Board of Directors nominees. The Nominating and Corporate
Governance Committee is comprised of Mark Schwartz, Michael L. Bowlin, Terry S.
Jacobs, and Stephen A McConnell, all of whom are "independent" as defined under
the current standards of the American Stock Exchange. This Committee held one
meeting during fiscal 2008. The Nominating and Corporate Governance Committee
does not currently have a charter.
All current committee members are expected to be nominated for re-election at a
Board meeting to be held following the Meeting, with the exception of Dr.
Hartzmark who is not up for re-election to the Board.
Any shareholder wishing to send communications to the Board of Directors or to
any individual member of the Board should forward a written communication to the
attention of the Secretary of the Company at the address listed on this
information statement, and the Secretary will then forward such communications
to the intended recipients. All written communications that pertain to
legitimate shareholder interests and to legitimate business matters of the
Company and that are otherwise appropriate matters for the Board to consider
will be forwarded. The Board does not have a written policy regarding the
attendance at annual meetings by all Directors.
DIRECTOR NOMINATION PROCESS
Nominations of candidates for election as Directors may be made by the Board of
Directors upon recommendation by the Nominating and Governance Committee.
In evaluating the suitability of potential nominees for membership on the Board,
the Nominating and Governance Committee will consider the Board's current
composition, including expertise, diversity, and balance of inside, outside and
independent directors, and consider the general qualifications of the potential
nominees, such as:
Unquestionable integrity and honesty;
The ability to exercise sound, mature and independent business judgment in
the best interests of the shareholders as a whole;
Recognized leadership in business or professional activity;
A background and experience that will complement the talents of the other
Board members;
Willingness and capability to take the time to actively participate in
Board and Committee meetings and related activities;
Ability to work professionally and effectively with other Board members and
the Company's management;
An age to enable the Director to remain on the Board long enough to make an
effective contribution; and
Lack of realistic possibilities of conflict of interest or legal
prohibition.
The Committee will also see that all necessary and appropriate inquiries are
made into the backgrounds of such candidates. There are no stated minimum
criteria for director nominees, although the Nominating and Governance Committee
may also consider such other factors as it may deem to be in the best interests
of the Company and its shareholders.
DIRECTOR COMPENSATION
Nonqualified
Fees Earned Non-Equity Deferred
or Paid in Stock Option Incentive Plan Compensation All other
Name Cash($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($)
---- ------- --------- --------- --------------- ----------- --------------- --------
James Treliving 10,250 -- -- -- -- -- 10,250
Donald R. Head 7,750 -- -- -- -- -- 7,750
Michael L. Bowlin 11,250 -- -- -- -- -- 11,250
Michael L. Hartzmark 13,250 -- -- -- -- -- 13,250
Terry S. Jacobs 17,375 -- -- -- -- -- 17,375
Stephen A McConnell 13,250 -- -- -- -- -- 13,250
George Melville 12,814 -- -- -- -- -- 12,814
Mark Schwartz 12,314 -- -- -- -- -- 12,314
10
Effective August 2, 2006 Global revised the director compensation to include
paying its non-employee directors an annual retainer of $10,000, $1,000 per
meeting and $500 per phone-conference meeting. In addition, each director shall
receive $500 for each Committee meeting. The Chairman of the Audit Committee
receives an additional annual retainer of $5,000 and the Chairman of other
Committees receives an annual retainer of $2,500. Directors will initially be
awarded 2,000 restricted shares and will receive an additional 2,000 restricted
shares after every year they serve as a Director to the Company.
Prior to August 2, 2006 Global paid its non-employee directors $2,000 per
meeting and $1,000 per phone-conference meeting. In addition, non-employee
directors received $500 for participation in each committee meeting and $250 per
phone-conference meeting. The chairman of each committee received $750 for
participation in each committee meeting and $375 per phone-conference meeting.
Global also granted Directors 10,000 options for joining the Board, in addition
to 10,000 options annually for service.
For the fiscal year ended May 31, 2008 only, the Board of Directors voted to:
(i) forego the annual stock grant to non-employee directors for the fiscal year
ending May 31, 2008 and (ii) reduce the non-employee director cash compensation
by one-half for the fiscal year ending May 31, 2008.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934 requires the Company's
Directors and executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission (the "SEC") initial reports of ownership and reports of
changes in ownership of common stock and other equity securities of the Company.
Officers, directors and greater than ten percent (10%) stockholders are required
by SEC regulations to furnish the Company with copies of all Section 16(a) forms
they file.
Based solely on our review of such forms received by us during the fiscal year
ended May 31, 2008, or written representations from certain reporting persons,
we believe that between June 1, 2007 and May 31, 2008, all Section 16 (a) filing
requirements applicable to its officers, directors, and 10% shareholders were
complied with, except that: (i) James Yeager failed to timely file an initial
filing in connection with his appointment as an officer September 1, 2007, and
failed to timely file with respect to a grant of restricted stock October 17,
2007, (ii) James Domaz failed to timely file an initial filing in connection
with his appointment as an officer August 20, 2007, and failed to timely file
with respect to a grant of restricted stock on October 17, 2007, and (iii)
Richard Kozuback failed to timely file with respect to the exercise of options
November 3, 2007.
EXECUTIVE COMPENSATION AND OTHER RELATED INFORMATION
The following table provides certain summary information concerning the
compensation earned during the fiscal years ended May 31, 2008 and 2007 by the
Company's Chief Executive Officer and each officer whose salary and bonus was in
excess of $100,000, for services rendered in all capacities to the Company and
its subsidiaries. The individuals included in the following table will be
referred to in this Proxy Statement as the named executive officers.
SUMMARY COMPENSATION TABLE
Nonqualified
Name and Non-Equity Deferred
Principal Stock Option Incentive Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- --------
Rick Kozuback 2008 201,500 -- -- -- -- -- -- 201,500
2007 210,417 -- -- -- -- -- 3,600 214,017
J. Craig Johnson 2008 -- -- -- -- -- -- 166,128(1) 166,128
2007 164,227 -- -- -- -- -- 8,100 172,327
James Domaz(2) 2008 128,250 -- 22,750(3) -- -- -- -- 151,000
James Yeager(2) 2008 120,171 -- 34,125(3) -- -- -- -- 154,296
11
- ----------
(1) Amount represents aggregate of payments made to Mr. Johnson pursuant to
certain terms of his resignation from Global on August 31, 2007. As of the
end of fiscal 2008, the Company had fulfilled all of its financial
obligation with respect to Mr. Johnson's resignation. No further payments
will be made to Mr. Johnson in fiscal 2009 or beyond.
(2) Messrs. Domaz and Yeager were not employed by the Company in fiscal 2007.
(3) All stock awards reflected are valued at the closing market price of the
Company's common stock on the grant date of $4.55 per share.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
Option Awards Stock Awards
----------------------------------------------------------------- --------------------------------------------
Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market or
Awards: Payout
Equity Number Market Number of Value of
Incentive of Value of Unearned Unearned
Plan Awards: Shares Shares Shares, Shares,
Number of Number of Number of or Units of Units Units or Units or
Securities Securities Securities of Stock of Stock Other Other
Underlying Underlying Underlying That That Rights Rights
Unexercised Unexercised Unexercised Option Option Have Not Have Not That Have That Have
Options(#) Options(#) Unearned Exercise Expiration Vested Vested Not Vested Not Vested
Name Exercisable(1) Unexercisable Options(#) Price($) Date (#) ($) (#) ($)
---- -------------- ------------- ---------- -------- ---- ------- ------- ---------- ----------
Rick Kozuback 20,000 -- -- 5.75 2/23/2015 -- -- -- --
10,000 -- -- 5.40 6/1/2015 -- -- -- --
10,000 -- -- 8.50 11/18/2015 -- -- -- --
J. Craig Johnson -- -- -- -- -- -- -- -- --
James Domaz -- -- -- -- -- -- -- 5,000 9,250(2)
James Yeager -- -- -- -- -- -- -- 7,500 13,875(2)
- ----------
(1) All options held by the Company named executive officers at May 31, 2008,
are fully vested and exercisable.
(2) Calculated by taking the closing market price of the Company's common stock
on May 31, 2008, of $1.85 per share, multiplied by the number of shares
granted. The amounts in these columns may not represent amounts actually
realized by these officers.
There were no options granted by the Company to directors or executive officers
during the fiscal year ended May 31, 2008.
EMPLOYMENT AGREEMENTS AND CHANGE IN CONTROL ARRANGEMENTS
Effective April 18, 2008 Global renewed a one-year employment agreement with
Richard Kozuback providing for an annual base salary of $200,000, reduced from
$225,000 effective September 1, 2006.
12
EQUITY COMPENSATION PLAN INFORMATION (AS OF AUGUST 31, 2008)
Number of securities
remaining available
Number of securities Weighted-average for future issuance
to be issued upon exercise price of under equity compensation
Plan Category exercise of outstanding outstanding options, plans (excluding securities
Equity compensation plans options, warrants, and rights warrants, and rights reflected in column (a)
approved by security holders (a) (b) (c)
- ---------------------------- ----------------------------- -------------------- -----------------------
(a) 2000 Long-Term Incentive Plan 390,757 $4.89 207,392
(b) 2007 Long-Term Incentive Plan(1) N/A N/A 286,500
Total 390,757(2) $4.89 (2) 493,892
- ----------
(1) 2007 Long-Term Incentive plan awards take the form of grants of restricted
stock, as described more fully below.
(2) Restricted stock issued under 2007 Long-Term Incentive plan has been
excluded from calculation of totals for columns (a) and (b).
2000 LONG-TERM INCENTIVE PLAN
Global's Board of Directors and shareholders have adopted the Global
Entertainment Corporation 2000 Long-Term Incentive Plan. The principal purpose
of the plan is to promote the success, and enhance the value, of Global by
linking the personal interests of its key employees to those of its stockholders
and by providing its key employees with an incentive for outstanding
performance. The plan provides for a variety of compensation awards, including
non-qualified stock options, incentive stock options that are within the meaning
of Section 422 of the Internal Revenue Code, and restricted stock awards. A
total of 750,000 shares of common stock are reserved for issuance under the
plan. As of May 31, 2008 we had outstanding options to purchase 390,757 shares
of common stock under the 2000 Long-Term Incentive Plan, with a weighted average
exercise price of $4.89 per share. As of May 31, 2008 options to acquire 151,851
shares of common stock had been exercised leaving 207,392 options available for
issuance under the 2000 Long-Term Incentive Plan.
2007 LONG-TERM INCENTIVE PLAN
During 2007, Global's Board of Directors and shareholders adopted the 2007
Long-Term Incentive Plan. The 2007 Plan authorizes the Company's Board of
Directors to grant restricted stock awards to selected officers, employees,
outside consultants and directors of the Company or its wholly owned
subsidiaries for up to an aggregate of 320,000 shares of the Company's common
stock. Awards to non-employee directors shall vest over two years, awards to
officers and employees shall vest over four years, and awards made to
consultants or advisors shall be determined by the Compensation Committee of the
Board of Directors.
As of May 31, 2008, the Company had issued 4,000 shares of restricted stock with
two year vesting terms to various directors as compensation for service on the
Board, 17,500 shares to officers with various vesting terms and 12,000 shares of
restricted stock with one year vesting terms as part of the Company's financial
consulting agreement with Miller Capital Corporation.
Global's Board of Directors, or the compensation committee of the Board of
Directors, designates the participants in the plan, determines the type and
amount of awards granted, the terms and conditions of each award, sets the
exercise price of the awards, and makes all other decisions relating to the
issuance of awards under the plan.
Global's Board of Directors, or the compensation committee of the Board of
Directors, are authorized to terminate, amend or modify the plan. Global has
attempted to structure the plan in a manner such that remuneration attributable
to stock options and other awards will not be subject to the deduction
limitation contained in Section 162(m) of the Internal Revenue Code.
13
CERTAIN RELATIONSHIPS AND RELATED PARTIES
Miller Capital Corporation ("MCC") and Miller Capital Markets, LLC ("MCM"), are
part of The Miller Group, which is involved in private corporate finance,
mergers and acquisitions, and management and investor relations consulting, owns
stock in Global, and its Chairman, President and Chief Executive Officer, Rudy
R. Miller, was formerly a member of Global's Board of Directors. MCC was
retained independently by both Global and Cragar prior to the execution of the
merger agreement between Global and Cragar. In order to avoid any potential
conflict, Mr. Miller resigned from his position as a Director of Global prior to
the approval and execution of the merger agreement and MCC waived any potential
fee pursuant to its financial advisory agreement with Global dated July 18, 2001
in connection with the merger. However, pursuant to a financial advisory
agreement with Cragar dated November 9, 2001, MCC was entitled to receive, upon
consummation of the merger, a financial advisory fee of $250,000.
In addition, effective February 14, 2008, MCC and MCM have entered into
exclusive financial advisory agreements with Global pursuant to which MCC and
MCM act as investment banker and management consultant to and as exclusive
financial advisor for Global. Pursuant to these agreements, MCC will provide
services that include the development of strategic financial plans to the extent
required by Global and, when applicable, to provide shareholder relation
services. As compensation for such services, MCC receives a monthly fee of
$15,000 for 24 months and is entitled to receive a success fee equal to 4% of
any private debt financing, 1.25% to 2.75% of any public equity or debt
financing, 10% of any private equity financing, and a graduated fee ranging from
1% to 5% of the consideration received by Global in connection with any future
merger or acquisition transaction. The consulting agreement provides for
restricted stock grant consisting of 6,000 shares of the Company's common stock.
The Company also paid $25,000 under this agreement for a due diligence report
prepared for the Company and $7,500 for a compensation plan study.
SHAREHOLDER PROPOSALS FOR 2009 SHAREHOLDERS MEETING
Shareholders are entitled to present proposals for action at a forthcoming
meeting if they comply with the requirements of the proxy rules promulgated by
the SEC and the Company's Bylaws. Proposals of stockholders of the Company
intended to be presented for consideration at the Company's 2009 Annual Meeting
of Shareholders and included in the Company's proxy statement for that year must
be received by the Company no later than May 31, 2009, in order that they be
included in any proxy statement and form of proxy related to that meeting.
OTHER BUSINESS
The Board does not know of any other business to be presented at the Meeting and
does not intend to bring before the Meeting any matter other than the proposals
described herein. However, if any other business should come before the Meeting,
or any adjournments thereof, the persons named in the accompanying proxy will
have discretionary authority to vote all proxies.
REGARDLESS OF THE NUMBER OF SHARES YOU OWN, IT IS IMPORTANT THAT YOUR SHARES BE
REPRESENTED AT THE MEETING. ACCORDINGLY, YOU ARE RESPECTFULLY REQUESTED TO MARK,
SIGN, DATE, AND RETURN THE ACCOMPANYING PROXY CARD AT YOUR EARLIEST CONVENIENCE.
By order of the Board of Directors,
/s/ James Yeager
------------------------------------
James Yeager
Chief Financial Officer
Tempe, Arizona
September 25, 2008
14
APPENDIX A
15
GLOBAL ENTERTAINMENT CORPORATION
CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
I. AUDIT COMMITTEE ORGANIZATION AND COMPOSITION
There shall be a committee of the Board of Directors (the "Board") of Global
Entertainment Corporation, a Nevada corporation (the "Company") known as the
Audit Committee (the "Audit Committee" or the "Committee"). The Audit Committee
shall be appointed by the Board of Directors to assist the Board in fulfilling
its oversight responsibilities. The Audit Committee shall be composed of not
fewer than three directors who meet the independence, financial literacy, and
other membership requirements under the rules of the American Stock Exchange
(the "AMEX"), Section 10A(3) of the Securities Exchange Act of 1934 (the
"Exchange Act"), and the rules and regulations of the Securities and Exchange
Commission (the "SEC"). One member of the Committee shall serve as chairman, and
a majority of its members shall constitute a quorum.
Audit Committee members must (i) be "independent," as defined under AMEX Company
Guide Section 121A, (ii) meet the additional criteria for independence under
Section 301 of the Sarbanes-Oxley Act of 2002 (the "SOX"), (iii) not have
participated in the preparation of the financial statements of Global
Entertainment or any subsidiary of Global Entertainment at any time during the
past three (3) years, and (iv) not own more than 20% of Global Entertainment's
Common Stock, or such lower threshold as the SEC may establish under the SOX.
Currently, Section 301 under the SOX provides that a director who receives any
consulting, advisory or compensatory fee (such as legal fees to a law firm of
which a director is a partner) from the issuer does NOT satisfy the criteria for
independence.
All members of the Audit Committee must be financially literate, as interpreted
by the Board in its business judgment, or must become financially literate
within a reasonable period of time after his or her appointment to the Audit
Committee. Financial literacy generally requires that a member be able to read
and understand fundamental financial statements, including a balance sheet,
income statement, and cash flow statement. In addition, at least one member of
the Audit Committee is required to have accounting or related financial
management expertise, as defined by the Board's business judgment. In the
alternative, a member who qualifies as an Audit Committee financial expert under
Item 401(h) of Regulation S-K or Item 401(e) of Regulation S-B is presumed to
have requisite financial expertise.
Under exceptional and limited circumstances, the Company may appoint one member
to the Audit Committee who is not independent as defined in AMEX Company Guide
Section 121B(2)(b) and is not a current officer or employee of Global
Entertainment or a family member of such person. The Board must determine that
membership on the Audit Committee by the individual is required by the best
interests of the Company and its shareholders, and in the next annual proxy
statement, the Board must disclose the nature of the relationship and the
reasons for that determination. Such a member appointed under this exception
would not be permitted to serve longer than two (2) years and would not be
allowed to chair the Audit Committee.
II. AUDIT COMMITTEE STATEMENT OF PURPOSE
The Audit Committee's primary purpose is to oversee Global Entertainment's
accounting and financial reporting processes and the audits of the financial
statements. To this end, the Audit Committee shall provide assistance to the
Board in fulfilling the Board's responsibility to the stockholders relating to
corporate accounting and financial reporting practices. The Audit Committee
recognizes that management shall be responsible for preparing the Company's
financial statements and the independent auditor shall be responsible for
auditing those financial statements. The Audit Committee shall provide an open
avenue of communication between the independent auditor, management and the
Board. The Committee has a special responsibility to ensure the independence of
the outside auditors.
16
III. DUTIES AND RESPONSIBILITIES OF THE AUDIT COMMITTEE
Following are four sets of activities in which the Audit Committee shall be
engaged.
A. GENERAL AND CONTINUOUS DUTIES
* Meet at least four times per year, or more frequently as circumstances
require. The Audit Committee may ask members of management or others to
attend meetings and provide pertinent information as necessary.
* Have direct responsibility for the appointment, compensation, retention and
oversight of the Company's outside auditor, as well as the ability to
engage outside advisors.
* Require that the independent auditor submit annually a formal written
statement delineating all relationships between the independent auditor and
the Company, consistent with Independence Board Standard No. 1, and discuss
with the independent auditor the independent auditor's independence,
particularly in the case where the independent auditor provides non-audit
services to the Company.
* Instruct the independent auditor that they are ultimately accountable to
the Board and the Audit Committee and are to report directly to the Audit
Committee.
* Inquire of management and the independent auditor about significant risks
or exposures and review the steps management has taken to minimize such
risks to the Company.
* Consider and review with management, internal audit staff and the
independent auditor:
1. The adequacy of the Company's internal controls including computerized
information system controls and security; and
2. Related findings and recommendations of the independent auditor along
with management's responses.
* Consider and review with management, internal audit staff and the
independent auditor:
1. Significant findings during the year, including the status of previous
audit recommendations;
2. Any difficulties encountered in the course of audit work, including
any restrictions on the scope of activities or access to required
information, and any significant disagreements with management
(Statement on Auditing Standards No. 61); and
3. Any changes required on the planned scope of the audit.
* Meet periodically with the independent auditor and management separately to
discuss any matter that the Audit Committee or these groups believe should
be discussed privately with the Audit Committee.
* Report periodically to the Board on significant results of the foregoing
activities.
B. CONTINUOUS (REPORTING SPECIFIC POLICIES)
* Discuss with financial management and the independent auditor any relevant
significant new financial reporting issues and practices brought to the
attention of the Audit Committee by the independent auditor.
* Discuss with financial management and the independent auditor their
qualitative judgments about the appropriateness, not just the
acceptability, of accounting principles, estimates by management, and
financial disclosures used or proposed to be adopted by the Company and,
particularly, about the degree of aggressiveness or conservatism of its
accounting policies and practices.
* Discuss with financial management and the independent auditor the Company's
earnings press releases as well as financial information and earnings
guidance provided to analysts and rating agencies.
* Determine with regard to new significant transactions or events, the
auditor's reasoning for the appropriateness of the accounting policies and
disclosures adopted by management.
17
C. SCHEDULED
* Recommend the selection of the independent auditor for approval by the
Board, determine the compensation of the independent auditor, and review
and approve the dismissal of the independent auditor.
* Oversee the work of the independent auditor (including resolution of
disagreements between management and the independent auditor regarding
financial reporting) for the purpose of preparing or issuing an audit
report or related work.
* Ensure the rotation of the lead (or coordinating) audit partner having
primary responsibility for the audit and the audit partner responsible for
reviewing the audit as required by law.
* Recommend to the Board policies for the Company's hiring of employees or
former employees of the independent auditor who participated in any
capacity in the audit of the Company.
* Establish procedures for the receipt, retention, and treatment of
complaints received by the Company regarding accounting, internal
accounting controls or auditing matters, including procedures for the
confidential, anonymous submission by employees of concerns regarding
questionable accounting or auditing matters.
* Pre-approve all auditing services and permitted non-audit services
(including the fees and terms thereof) to be performed for the Company by
its independent auditor, subject to the DE MINIMUS exceptions for non-audit
services described in Section 10A(i)(1)(B) of the Exchange Act which are
approved by the Audit Committee prior to the completion of the audit.
* Form and delegate authority to subcommittees consisting of one or more
members when appropriate, including the authority to grant pre-approvals of
audit and permitted non-audit services, provided that decisions of such
subcommittee to grant pre-approvals shall be presented to the full Audit
Committee at its next scheduled meeting.
* Review, in consultation with the independent auditor and management, the
audit scope and plan for the audit of the annual financial statement.
* Review with management and the independent auditor the results of annual
audits and related comments with the Board and other committees as deemed
appropriate, including:
1. The audit of the Company's annual financial statements, accompanying
footnotes and its report thereon, including, but not limited to
disclosures made in management's discussion and analysis and whether
the audited financial statements should be included in the Company's
Form 10-K;
2. Any management letter or schedule of unadjusted differences provided
by the independent auditor, and the Company's response to such letter
or schedule;
3. Any significant changes required in the independent auditor's audit
plan; and
4. Difficulties or disputes with management encountered during the course
of the audit.
* Review quarterly earnings reports with management and the independent
auditor prior to the public release of any financial related disclosures.
* Review disclosures made to the Audit Committee by the Company's CEO and CFO
during their certification process for the Form 10-K and Form 10-Q about
any significant deficiencies in the design or operation of internal
controls or material weaknesses therein and any fraud involving management
or other employees who have a significant role in the Company's internal
controls.
* Arrange for the independent auditor to be available to the full Board, at
least annually, to help provide a basis for the Board to recommend the
appointment of the auditor.
* Review periodically with general counsel, legal and regulatory matters that
may have a material impact on the Company's financial statements,
compliance policies and programs.
* Review and update the Audit Committee's Charter annually, and recommend any
proposed changes to the Board for approval.
* Approve the report required by the rules of the SEC to be included in the
Company's Proxy Statement.
18
AS NECESSARY
* Review and approve requests for any management or other consulting services
to be performed by the Company's independent auditor and be advised of any
other study undertaken at the request of management that is beyond the
scope of the audit.
* Investigate any matter brought to its attention, with the right to retain
independent legal, accounting or other advisors to assist in the conduct of
any investigation.
With respect to the foregoing responsibilities and processes, the Audit
Committee recognizes that the Company's financial management, including its
internal audit staff and the independent auditor, have more time, knowledge, and
more detailed information regarding the Company than do Committee members.
Consequently, in discharging its oversight responsibilities, the Committee will
not provide or be deemed to provide any expertise or special assurance as to the
Company's financial statements or any professional certification as to the
independent auditor's work. While the Committee has the responsibilities and
powers set forth in this Charter, it is not the duty of the Committee to plan or
conduct audits or to determine that the Company's financial statements are
complete and accurate and are in accordance with generally accepted accounting
principles. This is the responsibility of management and the independent
auditor. Finally, it is not the duty of the Committee to conduct investigations
or to assure compliance with laws and regulations and the Company's internal
policies and procedures.
19
To organize the Committee's specific responsibilities in fulfilling its
oversight role, an Audit Committee Responsibilities Calendar was created. As a
summary of the Committee's responsibilities, this most recently updated Audit
Committee Responsibilities Calendar has been adopted as part of the Audit
Committee Charter.
WHEN PERFORMED
Audit Committee Meetings
----------------------------------------
As
RESPONSIBILITY October January April August needed
-------------- ------- ------- ----- ------ ------
1. Meet four times per year or more frequently as circumstances require. The X
Committee may ask members of management or others to attend meetings and
provide pertinent information as necessary.
2. Require that the independent auditors submit annually a formal written X
statement delineating all relationships between the independent auditors
and the Company, consistent with Independence Board Standard No. 1.
3. Instruct the independent auditor that they are ultimately accountable to X
the Board and the Committee and are to report directly to the Audit
Committee.
4. Inquire of management and the independent auditor, about significant risks X X X X X
or eXposures and review the steps management has taken to minimize such
risks to the Company.
5. Consider and review with management and the independent auditor: X X X X X
(a) The adequacy of the Company's internal controls including computerized
information system controls and security.
(b) Related findings and recommendations of the independent auditor along
with management's responses.
6. Consider and review with management and the independent auditor: X X X X X
(a) Significant findings during the year, including the status of previous
audit recommendations.
(b) Any difficulties encountered in the course of audit work, including
any restrictions on the scope of activities or access to required
information.
(c) Any changes required on the planned scope of the audit.
7. Meet periodically with the independent auditor and management separately to X X X X X
discuss any matter that the Committee or these groups believe should be
discussed privately with the Audit Committee.
8. Report periodically to the Board on significant results of the foregoing X
activities.
9. Discuss with management and the independent auditor any relevant X
significant new financial reporting issues and practices brought to the
attention of the Committee by the independent auditor.
10. Discuss with management and the independent auditor their qualitative X X X X X
judgments about the appropriateness, not just the acceptability, of
accounting principles estimates by management, and financial disclosures
used or proposed to be adopted by the Company and, particularly, about the
degree of aggressiveness or conservatism of its accounting policies and
practices.
11. Inquire as to the auditor's views of management's choices of accounting X X X X X
policies as conservative, moderate or aggressive from the perspective of
income, asset and liability recognition, and whether such policies are
common practices.
12. Determine with regard to new significant transactions or events, the X X X X X
auditor's reasoning for the appropriateness of the accounting policies and
disclosures adopted by management.
13. Recommend the selection of the independent auditor for approval by the X
Board; determine the compensation of the independent auditor, and review
and approve the dismissal of the independent auditor.
14. Oversee the work of the independent auditor (including resolution of X X X X X
disagreements between management and the independent auditor regarding
financial reporting) for the purpose of preparing or issuing an audit
report or related work.
15. Ensure the rotation of the lead (or coordinating) audit partner having X
primary responsibility for the audit and the audit partner responsible for
reviewing the audit as required by law.
16. Recommend to the Board policies for the Company's hiring of employees or X
former employees of the independent auditor who participated in any
capacity in the audit of the Company.
17. Establish procedures for the receipt, retention and treatment of complaints X
received by the Company regarding accounting, internal accounting controls
or auditing matters, and the confidential, anonymous submission by
employees of concerns regarding questionable accounting or auditing
matters.
18. Preapprove all auditing services and permitted non-audit services X
(including the fees and terms thereof) to be performed for the Company by
its independent auditor, subject to the de minimus eXceptions for non-audit
services described in Section 10A(i)(1)(B) of the EXchange Act which are
approved by the Audit Committee prior to the completion of the audit.
20
WHEN PERFORMED
Audit Committee Meetings
----------------------------------------
As
RESPONSIBILITY October January April August needed
-------------- ------- ------- ----- ------ ------
19. Form and delegate authority to subcommittees consisting of one or more X
members when appropriate, including the authority to grant preapprovals of
audit and permitted non-audit services, provided that decisions of such
subcommittee to grant preapprovals shall be presented to the full Audit
Committee at its neXt scheduled meeting.
20. Review, in consultation with the independent auditor and management, the X
audit scope and plan for the audit of the annual financial statement.
21. Review with management and the independent auditor the results of annual X
audits and related comments with the Board and other committees as deemed
appropriate, including;
1. The audit of the Company's annual financial statements, accompanying
footnotes and its report thereon.
2. Any management letter or schedule of unadjusted differences provided
by the independent auditor, and the Company's response to such letter
or schedule.
3. Any significant changes required in the independent auditor's audit
plan.
4. Any difficulties or disputes with management encountered during the
course of the audit.
22. Review quarterly earnings reports with management and the independent X X X X X
auditor, prior to the release to the public of any financial related
disclosures.
23. Review disclosures made to the Audit Committee by the Company's CEO and CFO X X X X X
during their certification process for the Form 10-K and Form 10-Q about
any significant deficiencies in the design or operation of internal
controls or material weaknesses therein and any fraud involving management
or other employees who have a significant role in the Company's internal
controls.
24. Arrange for the independent auditor to be available to the full Board, at X
least annually, to help provide a basis for the Board to recommend the
appointment of the auditor.
25. Review periodically with general counsel, legal and regulatory matters that X
may have a material impact on the Company's financial statements,
compliance policies and programs.
26. Review and update the Committee's Charter annually, and recommend any X
proposed changes to the Board for approval.
27. The Committee shall approve the report required by the rules of the X
Securities and EXchange Commission to be included in the Company's ProXy
Statement.
28. Review and approve requests for any management or other consulting services X
to be performed by the Company's independent auditor and be advised of any
other study undertaken at the request of management that is beyond the
scope of the audit.
29. The Committee is empowered to investigate any matter brought to its X
attention, with the right to retain independent legal, accounting or other
advisors to assist in the conduct of any investigation.
21
[SHAREHOLDER NAME/ADDRESS]
ANNUAL MEETING PROXY CARD
GLOBAL ENTERTAINMENT CORPORATION
[ ] Mark this box with an X if you have made changes to your name or address
details above.
- --------------------------------------------------------------------------------
ANNUAL MEETING PROXY CARD
- --------------------------------------------------------------------------------
PROXY/VOTING INSTRUCTIONS
GLOBAL ENTERTAINMENT CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James Yeager, James Treliving and Richard
Kozuback, and each of them, with power of substitution, proxies of the
undersigned, to vote all shares of common stock of Global Entertainment
Corporation that the undersigned would be entitled to vote at the Annual Meeting
of Shareholders to be held October 17, 2008 and any adjournment or postponement
thereof, upon the matters referred to on this proxy and, in their discretion,
upon any other business that may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
ALL NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2.
ADMISSION: A form of personal identification and evidence of beneficial
ownership, if applicable, admits the named shareholder(s) and one guest.
SECURITY: For the safety of attendees, all boxes, handbags and briefcases are
subject to inspection.
TIME AND LOCATION: Global Entertainment Corporation's 2008 Annual Meeting of
Shareholders will be held at 9:00 A.M. Arizona Time on October 17, 2008 at the
principal executive offices of the Company at 1600 North Desert Drive, Suite
301, Tempe, Arizona 85281.
PROXY BALLOT - GLOBAL ENTERTAINMENT CORPORATION
A. ELECTION OF DIRECTORS.
The Board of Directors recommends a vote FOR proposal 1.
FOR WITHHOLD FOR WITHHOLD FOR WITHHOLD
01--James Treliving [ ] [ ] 04--Terry S. Jacobs [ ] [ ] 07--Mark Schwartz [ ] [ ]
02--Richard Kozuback [ ] [ ] 05--Stephen A McConnell [ ] [ ]
03--Michael L. Bowlin [ ] [ ] 06--George Melville [ ] [ ]
B. APPOINTMENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM.
The Board of Directors recommends a vote FOR proposal 2.
FOR AGAINST ABSTAIN
Ratification of the appointment of Semple, Marchal & Cooper, LLP
as independent registered public accounting firm. [ ] [ ] [ ]
C. AUTHORIZED SIGNATURES--SIGN HERE--THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED.
NOTE: Please sign your name(s) EXACTLY as your name(s) appear(s) on this proxy.
All joint holders must sign. When signing as attorney, trustee, executor,
administrator, guardian or corporate officer, please provide your FULL title.
Signature 1 Signature 2 (if applicable) Date (mm/dd/yyyy)
- ------------------------ ------------------------ ----------------------