<PAGE>
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 Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
INTELLIQUEST INFORMATION GROUP, 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:
------------------------------------------------------------------------
(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:
------------------------------------------------------------------------
<PAGE>
INTELLIQUEST INFORMATION GROUP, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 12, 1998
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
INTELLIQUEST INFORMATION GROUP, INC., a Delaware corporation (the "Company"),
will be held on Tuesday, May 12, 1998 at 10:00 a.m. local time, at the Company's
principal executive offices, 1250 Capital of Texas Hwy. South, Building One,
Austin, Texas 78746, for the following purposes:
1. To elect a Board of Directors to serve until the next Annual Meeting
of Stockholders and until their successors are elected.
2. To consider and vote upon adoption of an amendment the Company's
1996 Stock Option Plan to increase the number of shares available for
issuance thereunder by 340,000 to an aggregate of 1,040,000.
3. To ratify the appointment of Price Waterhouse LLP as independent
public accountants of the Company for the fiscal year ending December 31,
1998.
4. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
The Board of Directors has fixed the close of business on March 23, 1998 as
the record date for the determination of stockholders entitled to notice of and
to vote at this meeting. Only stockholders of record at the close of business on
March 23, 1998 are entitled to notice of and to vote at the meeting.
All stockholders are cordially invited to attend the meeting in person.
However, to assure your representation at the meeting, you are urged to mark,
sign, date and return the enclosed proxy card as promptly as possible in the
postage prepaid envelope enclosed for that purpose. Any stockholder attending
the meeting may vote in person even if he or she has returned a proxy card.
By Order of the Board of Directors,
Brian Sharples
SECRETARY
Dated: April 9, 1998
YOUR VOTE IS IMPORTANT
IN ORDER TO ASSURE YOUR REPRESENTATION AT THE MEETING,
YOU ARE REQUESTED TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY
AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENCLOSED ENVELOPE.
<PAGE>
INTELLIQUEST INFORMATION GROUP, INC.
PROXY STATEMENT FOR 1998 ANNUAL MEETING OF STOCKHOLDERS
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed Proxy is solicited on behalf of the Board of Directors of
INTELLIQUEST INFORMATION GROUP, INC., a Delaware corporation (the "Company"),
for use at the Annual Meeting of Stockholders to be held Tuesday, May 12, 1998
at 10:00 a.m., local time, or at any adjournment thereof, for the purposes set
forth herein and in the accompanying Notice of Annual Meeting of Stockholders.
The Annual Meeting will be held at the Company's principal executive offices,
1250 Capital of Texas Hwy. South, Building One, Austin, Texas, 78746. The
Company's telephone number at that location is (512) 329-0808.
These proxy solicitation materials and the Annual Report on Form 10-K for
the year ended December 31, 1997, including financial statements, were first
mailed on or about April 9, 1998 to all stockholders entitled to vote at the
meeting.
RECORD DATE AND PRINCIPAL SHARE OWNERSHIP
Stockholders of record at the close of business on March 23, 1998 (the
"Record Date") are entitled to notice of and to vote at the meeting. The Company
has one series of Common Shares outstanding, designated Common Stock, $0.0001
par value. At the Record Date, 8,482,149 shares of the Company's authorized
Common Stock were issued and outstanding and held of record by 49 stockholders.
The following table sets forth certain information regarding the beneficial
ownership of Common Stock of the Company as of March 23, 1998 as to (i) each
person who is known by the Company to own beneficially more than 5% of the
outstanding shares of Common Stock, (ii) each director and each nominee for
director of the Company, (iii) each of the executive officers named in the
Summary Compensation Table in "Executive Compensation and Other Matters" below
and (iv) all directors and executive officers as a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE OF SHARES
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) BENEFICIALLY OWNED(%)
- -------------------------------------------------------------------- --------------------- -----------------------
<S> <C> <C>
Safeco Corporation.................................................. 1,544,400(2) 18.2
4333 Brooklyn Ave. NE
Seattle, WA 98185
William Blair & Company, L.L.C...................................... 1,126,144(3) 13.3
222 West Adams Street, 34th Floor
Chicago, IL 60606-5312
T. Rowe Price Associates, Inc....................................... 1,072,000(4) 12.6
100 E. Pratt Street
Baltimore, MD 21202
GeoCapital LLC...................................................... 820,080 9.7
767 Fifth Ave.
45th Floor
New York, NY 10153-4590
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE OF SHARES
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) BENEFICIALLY OWNED(%)
- -------------------------------------------------------------------- --------------------- -----------------------
<S> <C> <C>
A I M Management Group, Inc......................................... 774,600(5) 9.1
11 Greenway Plaza, Suite 1919
Houston, TX 77046
Peter Zandan........................................................ 446,291(6) 5.3
c/o IntelliQuest Information Group, Inc.
1250 Capital of Texas Hwy. South
Building One
Austin, Texas 78746
Brian Sharples...................................................... 420,134(7) 5.0
c/o IntelliQuest Information Group, Inc.
1250 Capital of Texas Hwy. South
Building One
Austin, Texas 78746
James Schellhase.................................................... 48,469(8) *
Marianne Grogan..................................................... 17,138(9) *
William Wood........................................................ 14,889(10) *
Lee Walker.......................................................... 11,343(11) *
Sue Georgen-Saad.................................................... 8,750(12) *
All directors and executive officers as a group (7 persons)......... 967,014 11.4
</TABLE>
- ------------------------
* Less than 1%
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of Common Stock subject
to options, warrants and convertible notes currently exercisable or
convertible, or exercisable or convertible within 60 days of April 1, 1998,
are deemed outstanding for computing the percentage of the person holding
such option, warrant or convertible note but are not outstanding for
computing the percentage of any other person. Except as indicated by
footnote, and subject to community property laws where applicable, the
persons named in the table above have sole voting and investment power with
respect to all shares of Common Stock shown as beneficially owned by them.
(2) Includes 839,900 and 454,900 shares of Common Stock held by Safeco Common
Stock Trust and Safeco Resource Series Trust, respectively, investment
companies registered under the Investment Company Act of 1940, to which
Safeco Asset Management Co., a subsidiary of Safeco Corporation, provides
investment advice. Also includes 259,600 shares of Common Stock held by
employee benefit plans for which Safeco Corporation is a plan sponsor.
Safeco Corporation disclaims beneficial ownership of all such shares.
(3) Includes 369,850 shares of Common Stock held by William Blair & Company,
L.L.C. over which William Blair & Company, L.L.C. has sole voting power.
William Blair & Company, L.L.C. disclaims voting power over the remaining
756,294 shares of Common Stock.
(4) Includes 750,000 shares of Common Stock over which T. Rowe Price New
Horizons Fund, Inc. has sole voting power and 322,000 shares of Common
Stock over which T. Rowe Price Associates, Inc. has sole voting power.
(5) Consists of 774,600 shares of Common Stock held by A I M Management Group,
Inc., AMVESCAP Group Services, Inc., AMVESCAP PLC, AVZ, Inc., Invesco
Capital Management, Inc., Invesco
2
<PAGE>
Funds Group, Inc., Invesco Management & Research, Inc., Invesco North
American Holdings, Inc., Invesco PLC, Invesco Realty Advisers, Inc. and
Invesco, Inc.
(6) Includes 2,352 shares of Common Stock held by Mr. Zandan as custodian for
Mr. Zandan's children. Mr. Zandan disclaims beneficial ownership of all
such shares. Includes 24,786 shares issuable pursuant to stock options
exercisable within 60 days of April 1, 1998.
(7) Includes 24,786 shares issuable pursuant to stock options exercisable
within 60 days of April 1, 1998.
(8) Consists of shares issuable pursuant to stock options exercisable within 60
days of April 1, 1998.
(9) Consists of shares issuable pursuant to stock options exercisable within 60
days of April 1, 1998.
(10) Includes 536 shares of Common Stock held by Mr. Wood as custodian for Mr.
Wood's children. Mr. Wood disclaims beneficial ownership of such shares.
Includes 7,916 shares issuable pursuant to stock options exercisable within
60 days of April 1, 1998.
(11) Consists of shares issuable pursuant to stock options exercisable within 60
days of April 1, 1998.
(12) Consists of shares issuable pursuant to stock options exercisable within 60
days of April 1, 1998.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Secretary of the
Company a written notice of revocation or a duly executed proxy bearing a later
date or by attending the meeting and voting in person.
VOTING AND SOLICITATION
Each holder of Common Stock is entitled to one vote for each share held.
This solicitation of proxies is made on behalf of the Company by the Company.
The anticipated cost of this solicitation is approximately $5,000 and all such
costs will be borne by the Company. In addition, the Company may reimburse
brokerage firms and other persons representing beneficial owners of shares for
their expenses in forwarding solicitation material to such beneficial owners.
Proxies may also be solicited by certain of the Company's directors, officers
and regular employees, without additional compensation, personally or by
telephone or telefacsimile.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Proposals of stockholders of the Company that are intended to be presented
by such stockholders at the Company's 1999 Annual Meeting of Stockholders must
be received by the Company no later than December 10, 1998 in order that they
may be considered for inclusion in the proxy statement and form of proxy
relating to that meeting.
3
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
A board of four (4) directors is to be elected at the Annual Meeting of
Stockholders. Unless otherwise instructed, the proxy holders will vote the
proxies received by them for the Company's four (4) nominees named below, all of
whom are presently directors of the Company. In the event that any nominee of
the Company is unable or declines to serve as a director at the time of the
Annual Meeting of Stockholders, the proxies will be voted for any nominee who
shall be designated by the present Board of Directors to fill the vacancy. The
Company is not aware of any nominee who will be unable or will decline to serve
as a director. In the event that additional persons are nominated for election
as directors, the proxy holders intend to vote all proxies received by them in
such a manner as will assure the election of as many of the nominees listed
below as possible, and, in such event, the specific nominees to be voted for
will be determined by the proxy holders. The term of office for each person
elected as a director will continue until the next Annual Meeting of
Stockholders or until a successor has been elected and qualified.
VOTE REQUIRED
If a quorum is present and voting, the four (4) nominees receiving the
highest number of votes will be elected to the Board of Directors. Votes
withheld from any nominee, abstentions and shares held by brokers that are
present but not voted because the brokers were prohibited from exercising
discretionary authority ("broker non-votes") will be counted for purposes of
determining the presence or absence of a quorum.
NOMINEES
The names of the nominees and certain information about them as of April 1,
1998 are set forth below:
<TABLE>
<CAPTION>
NAME OF NOMINEE AGE POSITION
- ------------------------------------ --- -----------------------------------------------------------
<S> <C> <C>
Peter Zandan........................ 45 Chairman
Brian Sharples...................... 37 Chief Executive Officer, President, Secretary and Director
Lee Walker(1)(2).................... 56 Director
William Wood(1)(2).................. 42 Director
</TABLE>
- ------------------------
(1) Member of the Compensation Committee
(2) Member of the Audit Committee
PETER ZANDAN founded the Company and has been Chairman since 1985. Mr.
Zandan was Chief Executive Officer of the Company from 1985 to 1997. Prior to
founding IntelliQuest, he was an industry consultant and lectured at the
University of Texas at Austin from 1985 to 1986.
BRIAN SHARPLES joined IntelliQuest as Senior Vice President in 1990, was
named President in 1991, became a director in 1992 and was named Chief Executive
Officer in 1997. Prior to joining IntelliQuest, he was a consultant in the high
technology practice of Bain & Company, Inc. and Chief Executive Officer of
Practical Productions, Inc., an event-based automotive distribution business.
LEE WALKER was elected a director of IntelliQuest in July 1996. Since 1991,
he has been a lecturer at the University of Texas Graduate School of Business.
From 1986 to 1991, he was President and Chief Operating Officer of Dell Computer
Corporation, a manufacturer of personal computers. Mr. Walker is a director of
Mobile Telecommunications Technologies Corp., a manufacturer of mobile
telecommunications products.
4
<PAGE>
WILLIAM WOOD has served as a director of the Company since May 1993. Since
1984, Mr. Wood has been a general partner of Austin Ventures, a venture capital
firm. Mr. Wood is a director of Matrix Service, a publicly held industrial
services company.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held a total of fourteen (14) meetings
during fiscal 1997, of which five (5) were by unanimous written consent. No
director attended fewer than 75% of the meetings of the Board of Directors and
committees thereof, if any, upon which such director served. The Board of
Directors has a Compensation Committee and an Audit Committee. The Board of
Directors has no nominating committee or any committee performing such
functions.
The Compensation Committee, which consisted of directors Lee Walker and
William Wood, met one (1) time during the fiscal year. This Committee is
responsible for determining salaries, incentives and other forms of compensation
for directors and officers of the Company and administers various incentive
compensation and benefit plans.
The Audit Committee, which consisted of directors Lee Walker and William
Wood, met one (1) time during fiscal 1997. This Committee is responsible for
overseeing actions taken by the Company's independent auditors and reviews the
Company's internal financial controls.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee makes recommendations to the Board of Directors
concerning salaries and incentive compensation for directors and officers of the
Company. Mr. Zandan, Chairman of the Company, is not a member of the
Compensation Committee and cannot vote on matters decided by the Committee. He
is invited to participate in some discussions and decisions regarding salaries
and incentive compensation for employees of and consultants to the Company,
except that Mr. Zandan is excluded from discussions and decisions regarding his
own salary and incentive compensation.
COMPENSATION OF DIRECTORS
The Company's directors do not receive any cash compensation for service on
the Board of Directors or any committee thereof, but directors may be reimbursed
for reasonable expenses incurred in connection with attendance at Board and
committee meetings.
Non-employee directors are entitled to participate in the Company's 1996
Director Option Plan (the "Director Plan"). The Director Plan was adopted by the
Board of Directors and approved by the stockholders in February 1996, and
amended by the Board of Directors in August 1996. A total of 100,000 shares of
Common Stock has been reserved for issuance under the Director Plan, options to
purchase 74,750 of which were issued and outstanding as of December 31, 1997.
The Director Plan provides that each non-employee director shall be granted, at
the discretion of the Board of Directors, a nonstatutory option to purchase
shares of Common Stock (the "First Option") upon the date such non-employee
director first becomes a director (other than an employee director who ceases to
be an employee but remains a director). In addition, each non-employee director
who has been a non-employee director for longer than six months will be granted
annually, at the discretion of the Board of Directors, a nonstatutory option to
purchase shares of Common Stock (a "Subsequent Option"). Each non-employee
director will be eligible to receive a Subsequent Option, regardless of whether
such non-employee director was eligible to receive a First Option. Each First
Option and Subsequent Option will have a term expiring on the earlier of the
tenth anniversary of the date of grant or twelve months after the date on which
the optionee ends his service as a director. The vesting terms of both the First
Option and the Subsequent Option shall be at the discretion of the Board of
Directors. The exercise price of a director option will be 100% of the fair
market value per share of the Company's Common Stock on the date of the grant of
the option. The exercise price of a director option granted to a director who
owns more than 10% of the voting power of all classes of the Company's
outstanding capital stock must be equal to at least 110% of the fair market
value of the Common Stock on the date of grant.
5
<PAGE>
PROPOSAL TWO
APPROVAL OF AMENDMENT TO 1996 STOCK OPTION PLAN
The Company's Board of Directors (the "Board") and stockholders have
previously adopted and approved the Company's 1996 Stock Plan (the "1996 Plan").
A total of 700,000 shares of Common Stock are presently reserved for issuance
under the 1996 Plan. In March 1998, the Board of Directors approved an amendment
to the 1996 Plan, subject to stockholder approval, to increase the shares
reserved for issuance thereunder by 340,000 shares, bringing the total number of
shares issuable under the 1996 Plan to 1,040,000.
As of March 1, 1998, options to purchase 648,350 shares were outstanding
under the 1996 Plan and 48,547 shares were available for future issuance under
the 1996 Plan.
At the Annual Meeting, the stockholders are being requested to consider and
approve the proposed amendment to the 1996 Plan to increase the number of shares
of Common Stock reserved for issuance thereunder by 340,000 shares, bringing the
total number of shares issuable under the 1996 Plan to 1,040,000. The Board
believes that the amendment will enable the Company to continue its policy of
widespread employee stock ownership as a means to motivate high levels of
performance and to recognize key employee accomplishments.
VOTE REQUIRED; RECOMMENDATION OF BOARD OF DIRECTORS
The affirmative vote of a majority of the shares of the Company's Common
Stock voting in person or by proxy on this proposal at the annual meeting is
required to approve the amendment to the 1996 Plan.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE AMENDMENT OF
THE 1996 PLAN TO INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE THEREUNDER.
DESCRIPTION OF THE 1996 STOCK PLAN
GENERAL. The 1996 Plan was adopted by the Board and approved by the
stockholders of the Company in March 1996. The 1996 Plan was amended by the
Board in February 1997, which amendment was approved by the stockholders, and
again in March 1998. The following summary is qualified in its entirety by
reference to the copy of the 1996 Plan which is available from the Company upon
written request and which will be available at the annual meeting.
PURPOSES. The purposes of the 1996 Plan are to ensure the retention of the
services of officers and employees, to attract and retain competent new
executive personnel and employees, and to provide incentive to all such
personnel to devote their utmost effort to the betterment of the Company.
ELIGIBILITY; LIMITATIONS. The 1996 Plan provides that options may be
granted to any officer, employee or consultant of the Company or any of its
subsidiaries. On March 1, 1998, there were approximately 298 officers, employees
and consultants of the Company eligible for stock option grants. Incentive stock
options may be granted only to employees of the Company or any of its
subsidiaries.
The 1996 Plan places specific limitations on the discretion allowed to the
Board in granting options to employees of the Company. These limitations are
intended to preserve the Company's ability to deduct for federal income tax
purposes the compensation expense relating to stock options granted to certain
executive officers under the 1996 Plan. Without these provisions in the 1996
Plan, the Company's ability to deduct such compensation expense may be limited
under Section 162(m) of the Code. The limitations provide that no employee shall
be granted in any fiscal year options to purchase more than 300,000 shares of
Common Stock, except that an employee may be granted options to purchase up to
an additional 300,000 shares in connection with his or her initial employment,
which grant will not count against the foregoing limitation. See the discussion
below under "Tax Information" for a summary of the more general
6
<PAGE>
rules governing the availability to the Company of tax deductions in connection
with stock options granted under the 1996 Plan.
ADMINISTRATION. The 1996 Plan provides for administration by the Board or
by a committee (the "Committee") of the Board. The 1996 Plan is administered so
as to satisfy certain requirements of Rule 16b-3, applicable Delaware corporate
law, and the Internal Revenue Code of 1986, as amended (the "Code"). Except as
noted below, the Board has full power to select the persons to whom incentive or
nonqualified options will be granted, the specific terms of each grant, and the
number of shares for which incentive or nonqualified options will be granted,
subject to the provisions of the 1996 Plan. The interpretation and construction
of any provision of the 1996 Plan will be within the sole discretion of the
Board, whose determination will be final and binding.
EXERCISE PRICE OF OPTION SHARES. The exercise price of each incentive stock
option granted under the 1996 Plan may not be less than 100% of the fair market
value of the Company's Common Stock on the date of the grant of the option;
provided, however, that the exercise price may not be less than 110% of the fair
market value if the person to whom such option is granted owns 10% or more of
the total combined voting power of all classes of stock of the Company. The
exercise price of nonqualified stock options is determined by the Board. The
fair market value of the Company's Common Stock is the closing sale price on the
Nasdaq National Market or, during such times as there was no market price
available on the Nasdaq National Market, the fair market value of the Company's
Common Stock as determined by the Board.
TERMS AND CONDITIONS OF OPTIONS. Each option is evidenced by a stock option
agreement between the Company and the optionee and is subject to the terms and
conditions listed below, but specific terms may vary:
DATE OF EXERCISE. The Board determines the exercisability of options
granted under the 1996 Plan. An option is exercised by giving written notice
of exercise to the Company, specifying the number of full shares of Common
Stock to be purchased and tendering payment to the Company of the purchase
price. Payment for shares issued upon exercise of an option may consist of
cash, check, promissory note, exchange of shares of the Company's Common
Stock or any combination thereof. The Company's stock option agreements
generally provide for payment only in the form of cash or check.
TERMINATION OF ASSOCIATION. The 1996 Plan provides that if the
optionee's employment or other association with the Company is terminated
for any reason, other than death or permanent disability, an option may
thereafter be exercised (to the extent it was then exercisable) at any time
within three months of such termination, subject to the stated term of the
option.
DEATH OR DISABILITY OF OPTIONEE. If the optionee's employment or
association with the Company terminates as a result of the optionee's
permanent disability, the optionee may exercise an option at any time within
one year following the date of such termination (but in no event later than
the expiration of the term of the option), but only to the extent that the
optionee was entitled to exercise the option on the date of such
termination. At the end of such one-year period, all options held by such
optionee to the extent they remain unexercised, terminate and become void.
TERM OF OPTIONS. The terms of options granted under the 1996 Plan may
not exceed ten years from the date of grant. However, any incentive stock
option granted to an optionee who, at the time such option is granted, owns
more than 10% of the total combined voting power of all classes of stock of
the Company may not have a term of more than five years. No option may be
exercised by any person after such expiration.
7
<PAGE>
NONASSIGNABILITY OF RIGHTS. All options are non-transferable by the
optionee, other than by will or by the laws of descent and distribution, and
during the lifetime of the optionee may be exercised only by such optionee.
RIGHTS UPON EXERCISE. Until an option has been properly exercised, no
rights to vote or receive dividends or any other rights as a stockholder
shall exist with respect to the shares subject to the unexercised option.
OTHER PROVISIONS. The option agreement may contain such other terms,
provisions and conditions not inconsistent with the 1996 Plan as may be
determined by the Committee.
CHANGES IN CAPITAL STRUCTURE; MERGER OR ASSET SALE. In the event any
change, such as a stock split or dividend, is made in the Company's
capitalization which results in an increase or decrease in the number of
outstanding shares of Common Stock or a change in the kind of shares or other
securities of the Company, an appropriate adjustment shall be made to the
exercise price and number or kind of shares subject to each outstanding option
and to the number or kind of shares which have been reserved for issuance under
the 1996 Plan. In the event of a merger of the Company with another corporation,
or the sale of substantially all of the assets of the Company, the 1996 Plan
provides that each outstanding option shall be assumed or an equivalent option
substituted by the successor corporation. If the successor corporation does not
agree to assume the option or to substitute an equivalent option, the Board
shall provide for the optionee to have the right to exercise the option as to
all of the optioned stock, including shares as to which the option would not
otherwise be exercisable.
AMENDMENT AND TERMINATION. The Board may amend, alter, suspend or terminate
the 1996 Plan at any time or from time to time, but any such amendment,
alteration, suspension or termination shall not adversely affect any option then
outstanding under the 1996 Plan without the consent of the holder of the option.
In any event, the 1996 Plan will terminate in March 2006. In addition, to the
extent necessary to comply with Rule 16b-3 under the Exchange Act or with
Section 422 of the Code (or any other applicable law or regulation), the Company
shall obtain stockholder approval of any amendment of the 1996 Plan in such a
manner and to such a degree as required.
TAX INFORMATION. Options granted under the 1996 Plan may be either
incentive stock options, within the meaning of Section 422 of the Code, or
nonqualified stock options.
INCENTIVE STOCK OPTIONS. The holder of an incentive stock option will
recognize no income upon grant of the incentive stock option and will incur
no tax liability due to the exercise unless the optionee is subject to the
alternative minimum tax. The Company will not be allowed a deduction for
federal income tax purposes as a result of the exercise of an incentive
stock option regardless of the applicability of the alternative minimum tax.
Upon the sale or exchange of the shares at least two years after grant of
the option and one year after exercise of the option, and provided further
that the medium- or long-term capital gains holding periods then in effect
are met, any gain will be treated as medium- or long-term capital gain, as
appropriate. If the statutory holding periods are not satisfied, the
optionee will recognize ordinary income equal to the difference between the
exercise price and the lower of the fair market value of the stock at the
date of the option exercise or the sale price of the stock. A different rule
for measuring ordinary income upon such a premature disposition may apply if
the optionee is also an officer, director or 10% stockholder of the Company.
The Company will be entitled to a deduction in the same amount as the
ordinary income recognized by the optionee. Any gain recognized on such a
premature disposition of the shares in excess of the amount treated as
ordinary income will be characterized as capital gain.
NONQUALIFIED STOCK OPTIONS. The holder of a nonqualified stock option
("NSO") will not recognize any taxable income at the time he or she is
granted a NSO. However, upon exercise of the NSO, the optionee will
generally recognize ordinary income for tax purposes measured by the excess
8
<PAGE>
of the then fair market value of the shares over the exercise price. In
certain circumstances, where the shares are subject to a substantial risk of
forfeiture when acquired or where the optionee is an officer, director or
10% stockholder of the Company, the date of taxation may be deferred unless
the optionee files an election with the Internal Revenue Service under
Section 83(b) of the Code. The income recognized by an optionee who is also
an employee of the Company will be subject to tax withholding by the Company
by payment in cash or Company stock or out of the current earnings paid to
the optionee. Upon resale of such shares by the optionee, any difference
between the sale price and the exercise price, to the extent not recognized
as ordinary income as provided above, will be treated as capital gain or
loss. The Company will be entitled to a tax deduction in the same amount as
the ordinary income recognized by the optionee with respect to shares
acquired upon exercise of a NSO.
THE FOREGOING IS ONLY A SUMMARY OF THE EFFECT OF UNITED STATES FEDERAL
INCOME TAXATION UPON OPTIONEES AND THE COMPANY WITH RESPECT TO THE GRANT AND
EXERCISE OF OPTIONS UNDER THE 1996 PLAN AND DOES NOT PURPORT TO BE COMPLETE.
REFERENCE SHOULD BE MADE TO THE APPLICABLE PROVISIONS OF THE CODE. IN ADDITION,
THIS SUMMARY DOES NOT DISCUSS THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR
FOREIGN COUNTRY IN WHICH AN OPTIONEE MAY RESIDE.
PARTICIPATION IN THE 1996 PLAN. Please see "Executive Compensation and
Other Matters--Executive Compensation--Option Grants in Fiscal 1997" for
information with respect to the grant of options to the Named Executive Officers
during fiscal 1997. During fiscal 1997, all executive officers as a group and
all other employees as a group were granted options to purchase 173,753 shares
and 491,119 shares, respectively, pursuant to the 1996 Plan.
9
<PAGE>
PROPOSAL THREE
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Price Waterhouse LLP, independent public
accountants, to audit the financial statements of the Company for the fiscal
year ending December 31, 1998, and recommends that stockholders vote for
ratification of such appointment. In the event of a negative vote on
ratification, the Board of Directors will reconsider its selection.
Price Waterhouse LLP has audited the Company's financial statements annually
since 1992. Representatives of Price Waterhouse LLP are expected to be present
at the meeting with the opportunity to make a statement if they desire to do so
and are expected to be available to respond to appropriate questions.
REQUIRED VOTE
The affirmative vote of the holders of a majority of the shares of the
Company's Common Stock voting in person or by proxy on this proposal at the
annual meeting is required to ratify the appointment of the independent
auditors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE RATIFICATION
OF THE APPOINTMENT OF PRICE WATERHOUSE LLP AS INDEPENDENT PUBLIC ACCOUNTANTS.
10
<PAGE>
EXECUTIVE COMPENSATION AND OTHER MATTERS
EXECUTIVE COMPENSATION
The following table sets forth the compensation earned by the Company's
Chief Executive Officer, the Company's former Chief Executive Officer and the
Company's three other executive officers (collectively, the "Named Executive
Officers") for services rendered in all capacities to the Company during the
years ended December 31, 1995, 1996 and 1997:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS(1)
SECURITIES ALL OTHER
UNDERLYING COMPEN-
OPTIONS/ SARS SATION ($)
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) (#) (2)
- ------------------------------------------------------- --------- ---------- ---------- ------------- -----------
<S> <C> <C> <C> <C> <C>
Peter Zandan........................................... 1997 223,539 -0- 54,250 7,506
Chairman(3) 1996 213,772 -0- 30,000 9,645
1995 205,900 100,000 -0- 9,470
Brian Sharples......................................... 1997 233,539 -0- 51,250 7,398
Chief Executive Officer, President, Secretary 1996 218,772 -0- 30,000 11,143
and Director(4) 1995 212,400 100,000 -0- 8,750
Marianne Grogan........................................ 1997 173,874 -0- 7,253 331
Senior Vice President 1996 131,875 5,000 2,000 612
1995 129,537 15,000 -0- -0-
James Schellhase....................................... 1997 155,692 -0- 50,250 198
Chief Operating Officer(5) 1996 110,000 -0- 50,000 -0-
1995 103,500 96,350 32,991 -0-
Sue Georgen-Saad....................................... 1997 96,154 -0- 30,000 171
Chief Financial Officer(6) 1996 -0- -0- -0- -0-
1995 -0- -0- -0- -0-
</TABLE>
- ------------------------
(1) The Company did not grant any restricted stock awards or stock appreciation
rights or make any long-term incentive plan payouts during 1995, 1996 or
1997.
(2) Includes automobile allowances, life insurance premiums and miscellaneous
other income.
(3) Mr. Zandan also served as Chief Executive Officer during fiscal 1997.
(4) Mr. Sharples became Chief Executive Officer during fiscal 1997.
(5) Mr. Schellhase served as Chief Operating Officer and Chief Financial Officer
in fiscal 1997. Mr. Schellhase left the Company in fiscal 1997.
(6) Ms. Georgen-Saad became Chief Financial Officer in fiscal 1997.
11
<PAGE>
OPTION GRANTS DURING FISCAL 1997
The following table provides information with respect to stock option grants
in fiscal 1997 to the Named Executive Officers.
OPTION GRANTS IN FISCAL 1997
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS(1) VALUE AT ASSUMED
---------------------------------------------------------------- ANNUAL RATES OF
NUMBER OF % OF TOTAL STOCK PRICE
SECURITIES OPTIONS GRANTED APPRECIATION FOR
UNDERLYING TO EMPLOYEES IN OPTION TERM($)(4)
OPTIONS FISCAL YEAR EXERCISE PRICE EXPIRATION --------------------
NAME GRANTED (%)(1) ($/SH)(2) DATE(3) 5% 10%
- -------------------------------------- ------------- ----------------- ----------------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Peter Zandan.......................... 24,066(5) 3.62% 14.50 04/28/07 $219,457 $ 556,148
25,934(6) 3.90% 14.50 04/28/07 $236,491 $ 599,316
4,250(7) 0.64% 16.50 10/16/07 $12,971 $ 32,871
Brian Sharples........................ 24,066(8) 3.62% 14.50 04/28/07 $219,457 $ 556,148
25,934(9) 3.90% 14.50 04/28/07 $236,491 $ 599,316
1,250(10) 0.19% 16.50 10/16/07 $44,101 $ 111,761
Marianne Grogan....................... 7,003(15) 1.05% 14.50 03/19/07 $63,860 $ 161,834
250(16) 0.04% 16.50 10/16/97 $2,594 $ 6,574
James Schellhase...................... 24,066(11) 3.62% 14.50 04/28/07 $219,457 $ 556,148
23,772(12) 3.58% 14.50 04/28/07 $216,776 $ 549,353
2,162(13) 0.33% 14.50 04/28/07 $19,715 $ 49,952
250(14) 0.04% 16.50 10/16/07 $2,594 $ 6,574
Sue Georgen-Saad...................... 30,000(17) 4.51% 14.50 03/19/07 $273,569 $ 693,278
</TABLE>
- ------------------------------
(1) The Company granted options to employees to purchase 664,872 shares of
Common Stock during fiscal 1997.
(2) The exercise price may be paid in cash or check.
(3) An option may terminate before its expiration date if the optionee's status
as an employee is terminated or upon the optionee's death or disability.
(4) The 5% and 10% assumed annual compound rates of stock price appreciation
are mandated by the rules of the Securities and Exchange Commission and do
not represent the Company's estimate or projection of future prices of its
Common Stock.
(5) Mr. Zandan's option to purchase 24,066 shares vests and is exercisable in
equal monthly installments over a four year period.
(6) Mr. Zandan's option to purchase 25,934 shares vests and is exercisable in
equal monthly installments over a four year period.
(7) Mr. Zandan's option to purchase 4,250 shares vests and is exercisable in
equal monthly installments over a four year period.
(8) Mr. Sharples' option to purchase 24,066 shares vests and is exercisable in
equal monthly installments over a four year period.
(9) Mr. Sharples' option to purchase 25,934 shares vests and is exercisable in
equal monthly installments over a four year period.
(10) Mr. Sharples' option to purchase 1,250 shares vests and is exercisable in
equal monthly installments over a four year period.
(11) Mr. Schellhase's option to purchase 24,066 shares vests and is exercisable
in equal monthly installments over a four year period.
(12) Mr. Schellhase's option to purchase 23,772 shares vests and is exercisable
in equal monthly installments over a four year period.
(13) Mr. Schellhase's option to purchase 2,162 shares vests and is exercisable
in equal monthly installments over a four year period.
(14) Mr. Schellhase's option to purchase 250 shares vests and is exercisable in
equal monthly installments over a four year period.
(15) Ms. Grogan's option to purchase 7,003 shares vests and is exercisable in
equal monthly installments over a four year period.
(16) Ms. Grogan's option to purchase 250 shares vests and is exercisable in
equal monthly installments over a four year period.
(17) Ms. Georgen-Saad's option to purchase 30,000 shares vests and is
exercisable (i) as to 25% of the option, on the one-year anniversary of the
date of grant and (ii) as to the remaining 75% of the option, in equal
monthly installments over a three-year period following the one-year
anniversary of the date of the grant.
12
<PAGE>
OPTION EXERCISES AND HOLDINGS
The following table sets forth information concerning exercise of stock
options for the fiscal year ended December 31, 1997 with respect to each Named
Executive Officer and the value of unexercised options at the end of fiscal
1997.
AGGREGATED OPTION EXERCISES IN FISCAL 1997
AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED OPTIONS VALUE OF UNEXERCISED IN-THE-
SHARES AT FY-END MONEY OPTIONS AT FY-END(2)
ACQUIRED ON VALUE ------------------------------ --------------------------------
NAME EXERCISE(#) REALIZED($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE($) UNEXERCISABLE($)
- ------------------------ ------------- -------------- ------------- --------------- ------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Peter Zandan............ -0- -0- 16,010 68,240 -0- -0-
Brian Sharples.......... -0- -0- 15,885 65,365 -0- -0-
James Schellhase........ 44,047 $ 900,979 48,469 -0- -0- -0-
Marianne Grogan......... -0- -0- 10,278 9,972 $ 123,176 $ 21,034
Sue Georgen-Saad........ -0- -0- -0- 30,000 -0- -0-
</TABLE>
- ------------------------------
(1) Calculated by determining the difference between the fair market value at
the date of exercise of the securities underlying the option and the
exercise price of the option.
(2) Calculated by determining the difference between the fair market value, at
December 31, 1997, of the securities underlying the option and the exercise
price of the option.
RELATED TRANSACTIONS
In January 1998, the Company purchased certain assets of Information
Technology Forum, Inc. ("ITF"). As consideration for the purchase of ITF's
assets, the Company issued 67,532 shares of Common Stock and paid $150,000 cash
to ITF. At the time of the transaction, Charles W. Stryker was a director of the
Company and was ITF's sole stockholder. As a result of the transaction, Mr.
Stryker became the Company's Senior Vice President, Zona/Consulting and
Marketing Information Solutions. Mr. Stryker did not participate in the Board's
evaluation of the transaction.
LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS
Pursuant to the Delaware General Corporation Law ("Delaware Law"), the
Company has adopted provisions in its Certificate of Incorporation which limit
the personal liability of its directors to the maximum extent permitted by
Delaware Law. Delaware Law provides that directors of a company will not be
personally liable for monetary damages for breach of their fiduciary duties as
directors, except for liability (i) for any breach of their duty of loyalty to
the Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
unlawful payments or dividends or unlawful stock repurchases or redemption as
provided in Section 174 of Delaware Law or (iv) for transactions from which the
director derived an improper personal benefit.
The Company's Bylaws provide that the Company shall indemnify its officers
and directors and may indemnify its employees and other agents to the fullest
extent provided by Delaware law, including those circumstances where
indemnification would otherwise be discretionary under Delaware law. The Company
believes that indemnification under its Bylaws covers at least negligence on the
part of the indemnified parties. The Bylaws authorize the use of indemnification
agreements and the Company has entered into such agreements with each of its
directors and officers.
The Company carries officer and director liability insurance with respect to
certain matters, including matters arising under the Securities Act of 1933, as
amended (the "Securities Act").
At present, there is no pending litigation or proceeding involving a
director or officer, employee or agent of the Company where indemnification will
be required or permitted. The Company is not aware of any threatened litigation
or proceeding which may result in a claim for such indemnification.
13
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
During the fiscal year ended December 31, 1997, the Compensation Committee
of the Board of Directors was comprised of two non-employee directors. The
Compensation Committee is responsible for setting compensation levels for the
Company's executive officers and for overseeing the administration of certain of
the Company's stock option plans. In making compensation decisions, it has been
the practice of the Compensation Committee to meet with the Company's Chairman
and/or chief executive officer, as appropriate. All decisions by the
Compensation Committee are reviewed by the entire Board of Directors.
The Compensation Committee believes that executive officer compensation
should be closely aligned with the performance of the Company on both a
short-term and long-term basis and that such compensation should assist the
Company in attracting and retaining key executives critical to its long-term
success. To that end, the Compensation Committee's policy is that the
compensation package for executive officers should consist of three components:
(i) an annual base salary; (ii) the potential to earn incentive bonuses each
fiscal year, the amount of which is dependent on the Company's overall
performance, and (iii) stock option awards designed to align stockholder
interests with those of management by providing long-term incentives for the
Company's key employees. For fiscal 1997, the Compensation Committee determined
that total direct compensation (base salary, incentive bonus, and stock option
awards) should be at levels commensurate with total direct compensation paid by
comparable companies to their officers, and it is again the intent of the
Compensation Committee to set total direct compensation for fiscal 1998 at
levels commensurate with total direct compensation paid by comparable companies
to their officers.
Base salary is based upon the responsibilities of the particular executive
officers targeted at the median of comparable companies and is reviewed on an
annual basis.
Incentive bonuses represent an opportunity for each executive officer to
earn additional annual cash compensation in an amount reflective of such
officer's accomplishments. Any such bonuses are generally determined and awarded
by the Compensation Committee shortly after the end of each fiscal year. After
taking into account the Company's financial performance, no incentive bonus
payments were made for fiscal 1997. Shortly after the end of fiscal 1998, the
Compensation Committee will review each officer's accomplishments and make bonus
determinations.
The long-term performance based compensation of executive officers takes the
form of option awards under the Company's 1996 Stock Option Plan and/or the
Company's 1997 Supplemental Option Plan. The Compensation Committee believes
that equity-based compensation ensures that the Company's executive officers
have a continuing stake in the long-term success of the Company. All options
granted by the Company have been granted with an exercise price equal to the
market price of the Company's Common Stock on the date of grant and,
accordingly, have value only if the Company's stock price increases after such
date. In granting options under the 1996 Stock Option Plan and/or the 1997
Supplemental Option Plan, the Committee takes into account each executive's
responsibilities, relative position in the Company, and past grants. For fiscal
1997, Mr. Zandan was granted options to purchase 54,250 shares of Common Stock
at 110% of fair market value as of the date of the grant. For fiscal 1997, Mr.
Sharples was granted options to purchase an aggregate of 51,250 shares of Common
Stock at fair market value as of the date of the grant. For fiscal 1997, Mr.
Schellhase was granted options to purchase an aggregate of 50,250 shares of
Common Stock at fair market value as of the date of the grant. For fiscal 1997,
Ms. Grogan was granted options to purchase an aggregate of 7,253 shares of
Common Stock at fair market value as of the date of grant. Each of these options
vest in equal monthly installments over four years, when the option is fully
vested. For fiscal 1997, Ms. Georgen-Saad was granted options to purchase an
aggregate of 30,000 shares of Common Stock at fair market value as of the date
of the grant. Twenty-five percent (25%) of Ms. Georgen-Saad's options vest on
the first anniversary of the date of grant, and the remaining seventy-five
percent (75%) of her options vest in equal monthly installments over the
subsequent three years, such that the options will be fully-vested four years
following the date of grant of Ms. Georgen-Saad's options.
LEE WALKER
WILLIAM WOOD
14
<PAGE>
PERFORMANCE GRAPH
Set forth below is a line graph comparing the annual percentage change in
the cumulative return to the stockholders of the Company's Common Stock with the
cumulative return of (i) the Nasdaq U.S. Index and (ii) a peer group, the
Hambrecht & Quist Technology Index, consisting of approximately 275 companies,
for the period commencing March 22, 1996 (the date of the Company's initial
public offering) and ending on December 31, 1997. The information contained in
the performance graph shall not be deemed to be "soliciting material" or to be
"filed" with the Securities and Exchange Commission, nor shall such information
be incorporated by reference into any future filing under the Securities Act or
Exchange Act, except to the extent that the Company specifically incorporates it
by reference into such filing.
GRAPHIC NEEDS TO BE REDRAWN OR SCANNED SEPARATELY SO IT CAN BE INSERTED HERE
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's executive officers and directors, and persons who own
more than ten percent of a registered class of the Company's equity securities
to file reports of ownership and changes in ownership with the Securities and
Exchange Commission ("SEC") and the National Association of Securities Dealers,
Inc. Executive officers, directors and greater than ten percent stockholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file. Based solely in its review of the copies of such forms
received by it, or written representations from certain reporting persons, the
Company believes that, during fiscal 1997, all filing requirements applicable to
its executive officers and directors were complied with, except that the Form 3
filed by Mr. Stryker following his appointment to the Board of Directors during
fiscal 1997 was filed late.
15
<PAGE>
OTHER MATTERS
The Company knows of no other matters to be submitted at the meeting. If any
other matters properly come before the meeting, it is the intention of the
persons named in the enclosed form of Proxy to vote the shares they represent as
the Board of Directors may recommend.
THE BOARD OF DIRECTORS
Dated: April 9, 1998
16
<PAGE>
PROXY
INTELLIQUEST INFORMATION GROUP, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of IntelliQuest Information Group, Inc., a
Delaware corporation (the "Company"), hereby acknowledges receipt of the Notice
of Annual Meeting of Stockholders and Proxy Statement, each dated April 9, 1998,
and hereby appoints Susan Georgen-Saad and Brian Sharples, and each of them,
proxies, with full power of substitution, to represent the undersigned and to
vote as designated on the reverse side, all shares of Company Common Stock that
the undersigned is entitled to vote at the Annual Meeting of Stockholders of the
Company to be held on May 12, 1998 at 10:00 a.m., Central Standard Time, at the
Company's principal executive offices at 1250 Capital of Texas Hwy. South,
Building One, Austin, Texas, 78746, and at any adjournment thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS INDICATED, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED
FOR EACH OF THE PROPOSALS ON THE REVERSE SIDE HEREOF AND FOR SUCH OTHER MATTERS
AS MAY PROPERLY COME BEFORE THE MEETING AS THE PROXIES DEEM ADVISABLE.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<PAGE>
/X/ PLEASE MARK VOTES AS IN THIS EXAMPLE.
A vote FOR the following proposals, proposed by IntelliQuest Information
Group, Inc. (the "Company"), is recommended by the Board of Directors.
1. Election of five Directors.
Nominees: Peter Zandan, Brian Sharples, Lee Walker and William Wood.
FOR ALL NOMINEES / / WITHHELD FROM ALL NOMINEES / / ______________
FOR ALL NOMINEES EXCEPT AS NOTED ABOVE
2. Proposal to amend the Company's 1996 Stock Plan to increase the number of
shares reserved thereunder by 340,000, bringing the total number of shares
issuable thereunder to 1,040,000.
FOR / / AGAINST / / ABSTAIN / /
3. Proposal to ratify the appointment of Price Waterhouse LLP as the Company's
independent auditors for the fiscal year ending December 31, 1998.
FOR / / AGAINST / / ABSTAIN / /
4. To vote or otherwise represent the shares on any and all such other business
which may properly come before the meeting or any adjournment thereof,
according to their discretion and in their discretion.
Please sign exactly as your name
appears on your stock certificate.
If the stock is held by joint
tenants or as community property,
both should sign. Executors,
administrators, trustees,
guardians, attorneys and corporate
officers should insert their
titles.
Signature: ______ Date: __________
Signature: ______ Date: __________
