<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
<TABLE>
<S> <C>
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
SYKES ENTERPRISES, INCORPORATED
- --------------------------------------------------------------------------------
(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> 2
AMENDMENT NO. 1
TO
SYKES ENTERPRISES, INCORPORATED
1996 EMPLOYEE STOCK OPTION PLAN
This Amendment is made August 1, 1996, to the Sykes Enterprises,
Incorporated 1996 Employee Stock Option Plan (the "Plan"). All capitalized
terms not specifically defined in this Amendment shall have the meanings
provided to them in the Plan.
WHEREAS, as first adopted, the Plan as adopted limited the number of
Shares (as defined in the Plan) issued with respect to Options granted
under the Plan to 700,000 subject to adjustment as provided in the
Plan to reflect certain changes in the capitalization of the Company;
WHEREAS, the Plan provides that the Plan may be amended by the Board
of Directors of the Company, without further action by the
shareholders unless required to comply with Rule 16b-3 or the Code;
WHEREAS, this amendment will be submitted to the shareholders for
approval at the Company's 1997 annual meeting of shareholders so that
the additional options can qualify for treatment as incentive stock
options;
WHEREAS, on July 28, 1996, the Company effected a 3-for-2 stock split
in the form of a stock dividend with respect to the Shares, thereby
increasing Shares available with respect to Options granted under the
Plan to 1,050,000; and
WHEREAS, the Board amended the Plan at its meeting on August 1, 1996
to increase the number of Shares that could be issued with respect to
Options granted under the Plan by an additional 700,000 shares.
NOW, THEREFORE, Section 3(a) of the Plan is hereby amended in its
entirety to read as follows:
(a) The total number of Shares with respect to
which Options may be granted under the Plan shall not exceed
in the aggregate 1,750,000 Shares, subject to adjustment as
provided in Section 6 hereof. If any Option expires,
terminates or is terminated for any reason prior to its
exercise in full, the Shares that were subject to the
unexercised portion of such Option shall be available for
future grants under the Plan.
Adopted by the Board of Directors of
Sykes Enterprises, Inc. on
August 1, 1996
/s/ Margery Bass
-----------------------------------
Margery Bass
Secretary
<PAGE> 3
SYKES ENTERPRISES, INCORPORATED
1996 EMPLOYEE STOCK OPTION PLAN
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C> <C>
1. PURPOSE OF PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
3. LIMITS ON OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
4. GRANTING OF OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
5. TERMS OF STOCK OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
6. EFFECT OF CHANGES IN CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
7. DELIVERY AND PAYMENT FOR SHARES; REPLACEMENT OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
8. NO CONTINUATION OF EMPLOYMENT AND DISCLAIMER OF RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
9. ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
10. NO RESERVATION OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
11. AMENDMENT OF PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
12. TERMINATION OF PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
13. EFFECTIVE DATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
</TABLE>
i
<PAGE> 5
SYKES ENTERPRISES, INCORPORATED
1996 EMPLOYEE STOCK OPTION PLAN
1. PURPOSE OF PLAN
The purpose of this Plan is to enable Sykes Enterprises, Incorporated
(the "Company") and its Subsidiaries to compete successfully in attracting,
motivating and retaining Employees with outstanding abilities by making it
possible for them to purchase Shares on terms that will give them a direct and
continuing interest in the future success of the businesses of the Company and
its Subsidiaries and encourage them to remain in the employ of the Company or
one or more of its Subsidiaries. Each Option is intended to be an Incentive
Stock Option, except to the extent that (a) any such Option would exceed the
limitations set forth in Section 3.(c) hereof and (b) for Options specifically
designated at the time of grant as not being Incentive Stock Options.
2. DEFINITIONS
For purposes of the Plan, except where the context clearly indicates
otherwise, the following terms shall have the meanings set forth below:
(a) "Board" means the Board of Directors of the Company.
(b) "Code" means the United States Internal Revenue Code
of 1986, as amended.
(c) "Committee" means the Committee described in Section
9 hereof.
(d) "Effective Date" means the effective date of any
registration statement with respect to the Shares under the Securities
Exchange Act of 1934, as amended.
(e) "Employee" means a person who is regularly employed
on a salary basis by the Company or any Subsidiary, including an
officer or director of the Company or any Subsidiary who is also an
employee of the Company or a Subsidiary.
(f) "Fair Market Value" means, with respect to a Share,
if the Shares are then listed and traded on a registered national or
regional securities exchange, or quoted on The National Association of
Securities Dealers' Automated Quotation System (including The Nasdaq
Stock Market's National Market), the average closing price of a Share
on such exchange or quotation system for the five trading days
immediately preceding the date of grant of an Option, or, if Fair
Market Value is used herein in connection with any event other than
the grant of an Option, then such average closing price for the five
trading days immediately preceding the date of such event. If the
Shares are not traded on a registered securities exchange or quoted in
such a quotation system, the Committee shall determine the Fair Market
Value of a Share.
<PAGE> 6
(g) "Incentive Stock Option" means an option granted
under this Plan and which is an incentive stock option within the
meaning of section 422 of the Code, or the corresponding provision of
any subsequently enacted tax statute.
(h) "Option" means an option granted under this Plan,
whether or not such option is an Incentive Stock Option.
(i) "Optionee" means any person who has been granted an
Option which Option has not expired or been fully exercised or
surrendered.
(j) "Plan" means the Company's 1996 Employee Stock Option
Plan.
(k) "Rule 16b-3" means Rule 16b-3 promulgated pursuant to
Section 16(b) of the Securities Exchange Act of 1934, as amended, or
any successor rule.
(l) "Share" means one share of voting common stock, par
value $.01 per share, of the Company, and such other stock or
securities that may be substituted therefor pursuant to Section 6
hereof.
(m) "Subsidiary" means any "subsidiary corporation"
within the meaning of Section 424(f) of the Code.
3. LIMITS ON OPTIONS
(a) The total number of Shares with respect to which
Options may be granted under the Plan shall not exceed in the
aggregate 700,000 Shares, subject to adjustment as provided in Section
6 hereof. If any Option expires, terminates or is terminated for any
reason prior to its exercise in full, the Shares that were subject to
the unexercised portion of such Option shall be available for future
grants under the Plan.
(b) No Incentive Stock Option shall be granted to any
Employee who at the time such option is granted, owns capital stock of
the Company possessing more than 10% of the total combined voting
power or value of all classes of capital stock of the Company or any
Subsidiary, determined in accordance with the provisions of Section
422(b)(6) and 424(d) of the Code, unless the option price at the time
such Incentive Stock Option is granted is at least 110 percent (110%)
of the Fair Market Value of the Shares subject to the Incentive Stock
Option and such Incentive Stock Option is not exercisable by its terms
after the expiration of five (5) years from the date of grant.
(c) An Incentive Stock Option shall be granted hereunder
only to the extent that the aggregate Fair Market Value (determined at
the time the Incentive Stock Option is granted) of the Shares with
respect to which such Incentive Stock Option and any other "incentive
stock option" (within the meaning of Section 422 of the Code) are
exercisable
2
<PAGE> 7
for the first time by any Optionee during any calendar year (under the
Plan and all other plans of the Optionee's employer corporation and
its parent and subsidiary corporations within the meaning of Section
422(d) of the Code) does not exceed $100,000. This limitation shall be
applied by taking Incentive Stock Options and any such other "incentive
stock options" into account in the order in which such Incentive Stock
Options and any such other "incentive stock options" were granted.
(d) No Optionee shall, in any calendar year, be granted
Options to purchase more than 300,000 Shares. Options granted to the
Optionee and cancelled during the same calendar year shall be counted
against such maximum number of Shares. In the event that the number
of Options which may be granted is adjusted as provided in the Plan,
the above limit shall automatically be adjusted in the same ratio.
4. GRANTING OF OPTIONS
The Committee is authorized to grant Options to selected Employees
pursuant to the Plan beginning on the Effective Date. Subject to the
provisions of the Plan, the Committee shall have exclusive authority to select
the Employees to whom Options will be awarded under the Plan, to determine the
number of Shares to be included in such Options, and to determine such other
terms and conditions of Options, including terms and conditions which may be
necessary to qualify Incentive Stock Options as "incentive stock options" under
Section 422 of the Code. The date on which the Committee approves the grant of
an Option shall be considered the date on which such Option is granted, unless
the Committee provides for a specific date of grant which is subsequent to the
date of such approval.
5. TERMS OF STOCK OPTIONS
Subject to Section 3 hereof, the terms of Options granted under this
Plan shall be as follows:
(a) The exercise price of each Share subject to an Option
shall be fixed by the Committee. Notwithstanding the prior sentence,
the option exercise price of an Incentive Stock Option shall be fixed
by the Committee but shall in no event be less than 100% of the Fair
Market Value of the Shares subject to such Option.
(b) Options shall not be assignable or transferable by
the Optionee other than by will or by the laws of descent and
distribution except that the Optionee may, with the consent of the
Committee, transfer without consideration Options that do not
constitute Incentive Stock Options to the Optionee's spouse, children
or grandchildren (or to one or more trusts for the benefit of any such
family members or to one or more partnerships in which any such family
members are the only partners).
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<PAGE> 8
(c) Each Option shall expire and all rights thereunder
shall end at the expiration of such period (which shall not be more
than ten (10) years) after the date on which it was granted as shall be
fixed by the Committee, subject in all cases to earlier expiration as
provided in subsections (d) and (e) of this Section 5.
(d) During the life of an Optionee, an Option shall be
exercisable only by such Optionee (or Optionee's permitted assignee in
the case of Options that do not constitute Incentive Stock Options)
and only within one (1) month after the termination of the Optionee's
employment with the Company or a Subsidiary, other than by reason of
the Optionee's death, permanent disability or retirement with the
consent of the Company or a Subsidiary as provided in subsection (e)
of this Section 5, but only if and to the extent the Option was
exercisable immediately prior to such termination, and subject to the
provisions of subsection (c) of this Section 5. If the Optionee's
employment is terminated for cause, or the Optionee terminates his
employment with the Company, Options granted at any one time by the
Company which have not become exercisable with respect to all such
Options (even if a portion of such Options have become exercisable)
shall terminate immediately on the date of termination of employment.
Cause shall have the meaning set forth in any employment agreement
then in effect between the Optionee and the Company or any of its
Subsidiaries, or if the Optionee does not have any employment
agreement, cause shall mean (i) if the Optionee engages in conduct
which has caused, or is reasonably likely to cause, demonstrable and
serious injury to the Company, or (ii) if the Optionee is convicted of
a felony, as evidenced by a binding and final judgment, order or
decree of a court of competent jurisdiction, which substantially
impairs the Optionee's ability to perform his or her duties to the
Company.
(e) If an Optionee: (i) dies while employed by the
Company or a Subsidiary or within the period when an Option could have
otherwise been exercised by the Optionee; (ii) terminates employment
with the Company or a Subsidiary by reason of the "permanent and total
disability" (within the meaning of Section 22(e)(3) of the Code) of
such Optionee; or (iii) terminates employment with the Company or a
Subsidiary as a result of such Optionee's retirement, provided that
the Company or such Subsidiary has consented in writing to such
Optionee's retirement, then, in each such case, such Optionee, or the
duly authorized representatives of such Optionee (or Optionee's
permitted assignee in the case of Options that do not constitute
Incentive Stock Options), shall have the right, at any time within
three (3) months after the death, disability or retirement of the
Optionee, as the case may be, and prior to the termination of the
Option pursuant to subsection (c) of this Section 5, to exercise any
Option to the extent such Option was exercisable by the Optionee
immediately prior to such Optionee's death, disability or retirement.
In the discretion of the Committee, the three-month period referenced
in the immediately preceding sentence may be extended for a period of
up to one year.
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<PAGE> 9
(f) Subject to the foregoing terms and to such additional
terms regarding the exercise of an Option as the Committee may fix at
the time of grant, an Option may be exercised in whole at one time or
in part from time to time.
(g) Options granted pursuant to the Plan shall be
evidenced by an agreement in writing setting forth the material terms
and conditions of the grant, including, but not limited to, the number
of Shares subject to options. Option agreements covering Options need
not contain similar provisions; provided, however, that all such
option agreements shall comply with the terms of the Plan.
(h) The Committee is authorized to modify, amend or waive
any conditions or other restrictions with respect to Options,
including conditions regarding the exercise of Options.
6. EFFECT OF CHANGES IN CAPITALIZATION
(a) If the number of outstanding Shares is increased or
decreased or changed into or exchanged for a different number or kind
of shares or other securities of the Company by reason of any
recapitalization, reclassification, stock split, combination of
shares, exchange of shares, stock dividend or other distribution
payable in capital stock, or other increase or decrease in such shares
effected without receipt of consideration by the Company, a
proportionate and appropriate adjustment shall be made by the
Committee in (i) the aggregate number of Shares subject to the Plan,
(ii) the maximum number of Shares for which Options may be granted to
any Employee during any calendar year, and (iii) the number and kind
of shares for which Options are outstanding, so that the proportionate
interest of the Optionee immediately following such event shall, to
the extent practicable, be the same as immediately prior to such
event. Any such adjustment in outstanding Options shall not change
the aggregate option price payable with respect to Shares subject to
the unexercised portion of the Options outstanding but shall include a
corresponding proportionate adjustment in the option price per Share.
(b) Subject to Section 6.(c) hereof, if the Company shall
be the surviving corporation in any reorganization, merger, share
exchange or consolidation of the Company with one or more other
corporations or other entities, any Option theretofore granted shall
pertain to and apply to the securities to which a holder of the number
of Shares subject to such Option would have been entitled immediately
following such reorganization, merger, share exchange or
consolidation, with a corresponding proportionate adjustment of the
option price per Share so that the aggregate option price thereafter
shall be the same as the aggregate option price of the Shares
remaining subject to the Option immediately prior to such
reorganization, merger, share exchange or consolidation.
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<PAGE> 10
(c) In the event of: (i) the adoption of a plan of
reorganization, merger, share exchange or consolidation of the Company
with one or more other corporations or other entities as a result of
which the holders of the Shares as a group would receive less than
fifty percent (50%) of the voting power of the capital stock or other
interests of the surviving or resulting corporation or entity; (ii)
the adoption of a plan of liquidation or the approval of the
dissolution of the Company; (iii) the approval by the Board of an
agreement providing for the sale or transfer (other than as a security
for obligations of the Company or any Subsidiary) of substantially all
of the assets of the Company; or (iv) the acquisition of more than
twenty percent (20%) of the outstanding Shares by any person within
the meaning of Rule 13(d)(3) under the Securities Exchange Act of
1934, as amended, if such acquisition is not preceded by a prior
expression of approval by the Board, then, in each such case, any
Option granted hereunder shall become immediately exercisable in full,
subject to any appropriate adjustments in the number of Shares subject
to such Option and the option price, regardless of any provision
contained in the Plan or any stock option agreement with respect
thereto limiting the exercisability of the Option for any length of
time. Notwithstanding the foregoing, if a successor corporation or
other entity as contemplated in clause (i) or (iii) of the preceding
sentence agrees to assume the outstanding Options or to substitute
substantially equivalent options, then the outstanding Options issued
hereunder shall not be immediately exercisable, but shall remain
exercisable in accordance with the terms of the Plan and the
applicable stock option agreements.
(d) Adjustments under this Section 6 relating to Shares
or securities of the Company shall be made by the Committee, whose
determination in that respect shall be final and conclusive. Options
subject to grant or previously granted under the Plan at the time of
any event described in this Section 6 shall be subject to only such
adjustments as shall be necessary to maintain the proportionate
interest of the options and preserve, without exceeding, the value of
such options. No fractional Shares or units of other securities shall
be issued pursuant to any such adjustment, and any fractions resulting
from any such adjustment shall be eliminated in each case by rounding
upward to the nearest whole Share or unit.
(e) The grant of an Option pursuant to the Plan shall not
affect or limit in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes of its
capital or business structure or to merge, consolidate, dissolve or
liquidate, or to sell or transfer all or any part of its business or
assets.
7. DELIVERY AND PAYMENT FOR SHARES; REPLACEMENT OPTIONS
(a) No Shares shall be delivered upon the exercise of an
Option until the option price for the Shares acquired has been paid in
full. No Shares shall be issued or transferred under the Plan unless
and until all legal requirements applicable to the issuance or
transfer of such Shares have been complied with to the satisfaction of
the Committee
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<PAGE> 11
and adequate provision has been made by the Optionee for satisfying any
applicable federal, state or local income or other taxes incurred by
reason of the exercise of the Option. Any Shares issued by the
Company to an Optionee upon exercise of an Option may be made only in
strict compliance with and in accordance with applicable state and
federal securities laws.
(b) Payment of the option price for the Shares purchased
pursuant to the exercise of an Option and of any applicable
withholding taxes shall be made, as determined by the Committee and
set forth in the option agreement pertaining to such Option: (i) in
cash or by check payable to the order of the Company; (ii) through the
tender to the Company of Shares, which Shares shall be valued, for
purposes of determining the extent to which the option price has been
paid thereby, at their Fair Market Value on the date of exercise; or
(iii) by a combination of the methods described in (a) and (b) hereof;
provided, however, that the Committee may in its discretion impose and
set forth in the option agreement pertaining to an Option such
limitations or prohibitions on the use of Shares to exercise Options
as it deems appropriate. The Committee also may authorize payment in
accordance with a cashless exercise program under which, if so
instructed by the Optionee, Shares may be issued directly to the
Optionee's broker upon receipt of the option price in cash from the
broker.
(c) To the extent that the payment of the exercise price
for the Shares purchased pursuant to the exercise of an Option is made
with Shares as provided in Section 7.(b) hereof, then, at the
discretion of the Committee, the Optionee may be granted a replacement
Option under the Plan to purchase a number of Shares equal to the
number of Shares tendered as permitted in Section 7.(b) hereof, with
an exercise price per Share equal to the Fair Market Value on the date
of grant of such replacement Option and with a term extending to the
expiration date of the original Option.
8. NO CONTINUATION OF EMPLOYMENT AND DISCLAIMER OF RIGHTS
No provision in the Plan or in any Option granted or option agreement
entered into pursuant to the Plan shall be construed to confer upon any
individual the right to remain in the employ of the Company or any Subsidiary,
or to interfere in any way with the right and authority of the Company or any
Subsidiary either to increase or decrease the compensation of any individual at
any time, or to terminate any employment or other relationship between any
individual and the Company or any Subsidiary. The Plan shall in no way be
interpreted to require the Company to transfer any amounts to a third party
trustee or otherwise hold any amounts in trust or escrow for payment to any
Optionee or beneficiary under the terms of the Plan. An Optionee shall have
none of the rights of a shareholder of the Company until all or some of the
Shares covered by an Option are fully paid and issued to such Optionee.
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<PAGE> 12
9. ADMINISTRATION
(a) The Plan is intended to comply with Rule 16b-3.
Subject to the provisions of subsection (b) of this Section 9, the
Plan shall be administered by the Committee which shall interpret the
Plan and make all other determinations necessary or advisable for its
administration, including such rules and regulations and procedures as
it deems appropriate. The Committee shall consist of not fewer than
two members of the Board each of whom shall qualify (at the time of
appointment to the Committee and during all periods of service on the
Committee) in all respects as a "disinterested person" as defined
in Rule 16b-3 and as an outside director as defined in Section 162(m)
of the Code and regulations thereunder. Subject to the provisions of
subsection (b) of this Section 9, in the event of a disagreement as to
the interpretation of the Plan or any amendment hereto or any rule,
regulation or procedure hereunder or as to any right or obligation
arising from or related to the Plan, the decision of the Committee
shall be final and binding upon all persons in interest, including the
Company, the Optionee and the Company's shareholders.
(b) Notwithstanding any provision of the Plan to the
contrary, if any determination or interpretation to be made by the
Committee with regard to any question arising under the Plan or any
option agreement entered into hereunder is not required to be made by
the Committee under Rule 16b-3, such determination or interpretation
may be made by the Board, and shall be final and binding upon all
persons in interest, including the Company, the Optionee and the
Company's shareholders; provided, however, that the Board shall not
make any such determination or interpretation that would result in the
Plan's noncompliance with Rule 16b-3.
(c) No member of the Committee or the Board shall be
liable for any action taken or decision made, or any failure to take
any action, in good faith with respect to the Plan or any Option
granted or option agreement entered into hereunder.
10. NO RESERVATION OF SHARES
The Company shall be under no obligation to reserve or to retain in
its treasury any particular number of Shares in connection with its obligations
hereunder.
11. AMENDMENT OF PLAN
The Board, without further action by the shareholders, may amend this
Plan from time to time as it deems desirable and shall make any amendments
which may be required so that Options intended to be Incentive Stock Options
shall at all times continue to be Incentive Stock Options for purpose of the
Code; provided, however, that no amendment shall be made without shareholder
approval if such approval would be required to comply with Rule 16b-3 or the
Code.
12. TERMINATION OF PLAN
This Plan shall terminate ten (10) years from the Effective Date. The
Board may, in its discretion, suspend or terminate the Plan at any time prior
to such date, but such termination or suspension shall not adversely affect any
right or obligation with respect to any outstanding Option.
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<PAGE> 13
13. EFFECTIVE DATE
The Plan shall become effective on the Effective Date and Options
hereunder may be granted at any time on or after that date. If the
shareholders of the Company fail to approve the Plan within one year after the
Effective Date, any Incentive Stock Option granted hereunder shall be null,
void and of no effect.
9
<PAGE> 14
APPENDIX
SYKES ENTERPRISES, INCORPORATED
Annual Meeting of Shareholders, May 8, 1997
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned shareholder of Sykes Enterprises, Incorporated (the
"Company") hereby appoints John H. Sykes and Scott J. Bendert as Proxies, each
with the power to appoint a substitute, and hereby authorizes them to vote all
such shares of the Company as to which the undersigned is entitled to vote at
the Annual Meeting of Shareholders of the Company and at all adjournments
thereof, to be held at the Wyndham Harbour Island Hotel, 725 South Harbour
Island Boulevard, Tampa, Florida on Thursday, May 8, 1997 at 1:00 p.m. Eastern
Standard Time, in accordance with the following instructions.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES LISTED IN ITEM 1 AND FOR ITEMS
2,3,4,5 AND 6.
DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED
- --------------------------------------------------------------------------------
SYKES ENTERPRISES, INCORPORATED 1997 ANNUAL MEETING
<TABLE>
<S><C>
1. ELECTION OF DIRECTORS: 1 - FURMAN P. BODENHEIMER, JR. 2 - JOHN D. GANNETT, JR. 3 - DAVID E. GARNER
4 - H. PARKS HELMS 5 - GORDON H. LOETZ 6 - ERNEST J. MILANI
7 - R. JAMES STROKER 8 - JOHN H. SYKES
(Instructions: To withhold authority to vote for any indicated nominee, write the number(s) of the
nominee(s) in the box provided to the right.)
2. To approve the amendment to the Company's 1996 Employee Stock Option Plan.
3. To amend the Company's Articles of Incorporation to increase the number of authorized shares.
4. To amend the Company's Articles of Incorporation and Bylaws to increase threshold of shareholder votes
required to call a Special Shareholders Meeting.
5. To amend the Company's Bylaws to require 66 2/3% Shareholder approval to amend Bylaws.
6. In their discretion, the proxies are authorized to vote upon such other business as may properly come before this
Meeting or any adjournments or postponements thereof.
Address Change? Date
Mark Box [ ] ---------------------------------------------------
Indicate changes below:
<CAPTION>
<S> <C> <C> <C>
[ ] FOR [ ] WITHHOLD AUTHORITY
- ----------------> [ ]
[ ]
[ ] FOR [ ] AGAINST [ ] ABSTAIN
[ ] FOR [ ] AGAINST [ ] ABSTAIN
[ ] FOR [ ] AGAINST [ ] ABSTAIN
[ ] FOR [ ] AGAINST [ ] ABSTAIN
NO. OF SHARES
[ ]
[ ]
[ ]
SIGNATURE(S) IN BOX
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY. WHEN SHARES ARE HELD BY JOINT TENANTS,
BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE, OR PARTNER, PLEASE
GIVE FULL TITLE, AS SUCH. IF A CORPORATION, PLEASE SIGN IN FULL CORPORATION NAME BY PRESIDENT
OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
</TABLE>
