PRELIMINARY PROXY MATERIALS
March 19, 1997
TO THE SHAREHOLDERS OF ITEX CORPORATION:
You are cordially invited to attend the Annual Meeting of the Shareholders
of ITEX CORPORATION (the "Company"). The meeting will be held on Thursday, April
24, 1997 at 1:00 p.m., Pacific Time in the Conference Room, second floor, 2
Lincoln South, at 10220 S.W. Greenburg Road, Portland, OR 97223 for the
following purposes:
1. To elect directors to serve for a term of one year or until their
successors are elected and qualified. The Board of Directors has nominated
Graham Norris, Mary Scherr, Dr. Evan Ames, Dr. Sherry Meinberg, Robert
Nelson, Dr. Charles Padbury and Joseph Morris to serve as Directors.
2. To ratify the appointment of Andersen, Andersen & Strong, L.C. as
independent auditors of the Company for the 1996-1997 fiscal year.
3. To approve a new Incentive Stock Option Plan for employees, officers,
directors and consultants of the Company. The details of this Plan are
described in the accompanying Proxy Statement.
4. To transact any other business that properly comes before the Annual
Meeting or any adjournment of the Annual Meeting.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this notice. Only shareholders of record at the close of
business on March 17, 1997 are entitled to notice of and the opportunity to vote
at the Annual Meeting.
In addition to the formal items of business, shareholders will hear a
presentation by Management on the Company's general state of affairs, including
its current financial and operating condition.
BY ORDER OF THE BOARD OF DIRECTORS:
Graham H. Norris, Sr., President and CEO
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. HOWEVER,
TO INSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE URGED TO VOTE, DATE, SIGN
AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENVELOPE ENCLOSED
FOR THAT PURPOSE. THE GIVING OF THE PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE AT
THE ANNUAL MEETING IF THE PROXY IS REVOKED IN THE MANNER SET FORTH IN THE
ACCOMPANYING PROXY STATEMENT.
<PAGE>
ITEX CORPORATATION
PROXY STATEMENT
The enclosed proxy is solicited on behalf of the management and Board of
Directors of ITEX CORPORATION (the "Company") for use at the Annual Meeting of
Shareholders to be held on Thursday, April 24, 1997 at 1:00 p.m., Pacific Time
in the Conference Room, second floor, 2 Lincoln South, at 10220 S.W. Greenburg
Road, Portland, OR 97223. The Company's principal executive office is located at
One Lincoln Center, 10300 S.W. Greenburg Road, Suite 370, Portland, OR 97223.
The Company will bear the cost of preparing and mailing the Proxy Form, this
Proxy Statement, a copy of the Company's Annual Report for the fiscal year ended
July 31, 1996 and any other material furnished to the shareholders by the
Company in connection with the Annual Meeting.
The Company expects to mail this Proxy Statement, the enclosed Proxy Form
and a copy of the Company's Annual Report for the fiscal year ended July 31,
1996 to shareholders of record as of the close of business on March 17, 1997 on
or about March 19, 1997. Only shareholders of record at the close of business on
March 17, 1997 are entitled to notice of and the opportunity to vote at the
Annual Meeting. The number of shares outstanding on March 17, 1997 was 6,854,000
shares, each of which is entitled to one vote for each proposal voted upon at
the Annual Meeting. Proxies will be solicited by use of the mails, and officers
and employees of the Company may also solicit proxies by telephone or personal
contact without receiving extra compensation for their services. Brokers,
dealers, banks or other nominees are requested to forward solicitation materials
to their principals to obtain authorization for the execution of the Proxy Form.
All valid proxies will be voted at the Annual Meeting of Shareholders in
accordance with each shareholder's instructions contained in the Proxy Form.
Abstentions and broker non-votes will not be counted either for against any
proposal. Pursuant to the Company's Articles of Incorporation, there are no
cumulative voting rights.
Any person giving a proxy in the form accompanying this Proxy Statement
has the power to revoke it at any time before it is voted. The proxy may be
revoked by filing with the Secretary of the Company at the Company's pricipal
executive office a written instrument of revocation or a duly executed proxy
bearing a later date, or by attending the meeting and voting in person. A
shareholder who attends the meeting need not revoke his or her proxy and vote in
person unless he or she wishes to do so.
PROPOSAL NO. 1 -- ELECTION OF DIRECTORS
The Company's Board of Directors has nominated the candidates listed below
for election to the Company's Board of Directors for a one year term and until
their successors are elected and qualified:
Graham H. Norris, Sr.
Dr. Sherry L. Meinberg
Mary Scherr
Dr. Charles Padbury
Robert Nelson
Dr. Evan B. Ames
Joseph Morris
Thomas G. Baer, a director since 1995 has elected not to stand for
reelection to the Board of Directors.
GRAHAM H. NORRIS, SR., AGE 56, PRESIDENT, CEO AND CHAIRMAN OF THE BOARD OF
DIRECTORS, DIRECTOR SINCE 1986
Mr. Norris, who was elected President and Chief Executive Officer of the Company
on September 6, 1996, has over 30 years experience in management and finance.
Prior to his becoming President of the Company, he had been a consultant
providing a variety of management consulting services to small private and
public corporations. After a period of transition in management of the Company,
Mr. Norris was elected Chairman of the Board of Directors in addition to
President and Chief Executive Officer. Mr. Norris has been a pilot for United
Airlines since 1963. He has been a director of the Company since 1986. In 1993,
Mr. Norris became an ITEX Broker, operating an independent barter office in
Provo, Utah, in which capacity he earned the credential of Certified Trade
Broker.
DR. SHERRY L. MEINBERG, AGE 57, DIRECTOR SINCE 1986
Dr. Meinberg has served as Secretary/Director of The ITEX Corporation from 1982
to 1986, when the Company acquired the assets/liabilities of that company. Since
that time she has continued as corporate secretary and a director of the
Company. Dr.
<PAGE>
Meinberg has received two masters degrees, and her Ph.D. in Instructional
Science. She is a published author and appears widely as a professional speaker.
Dr. Meinberg retired in January, 1995 after 34 years on the faculty of Long
Beach Unified School.
MARY SCHERR, AGE 60, VICE PRESIDENT OF BROKER DEVELOPMENT, DIRECTOR SINCE 1986
Ms. Scherr has over fourteen years of experience within the barter industry.
Upon joining ITEX in 1984 as an independent broker, Ms. Scherr was routinely
recognized for outstanding sales performance. In fact, she was honored with
Broker of the Year for distinguishing herself among her Company peers. In 1993,
Ms. Scherr was brought into the internal operations of ITEX as Vice President of
Broker Development. Ms. Scherr holds a Masters Degree from the University of
Iowa.
DR. CHARLES PADBURY, AGE 59, DIRECTOR SINCE 1992
Dr. Padbury is a Beaverton, Oregon dentist and has been a member of the ITEX
Retail Trade Exchange since 1985. Dr. Padbury has brought a wealth of experience
to the Board in terms of the interests, perceptions, and vantage point of the
ITEX client. During 1996 Dr. Padbury served briefly as Chairman of the Board of
Directors.
ROBERT NELSON, CPA, AGE 50, DIRECTOR SINCE 1995
Mr. Nelson is a Certified Public Accountant in private practice in Portland,
Oregon specializing in tax accounting. He has also been an active member of the
ITEX Retail Trade Exchange, and expects to bring the advantages of both of these
experiences to the Board. Mr. Nelson received an MBA from Brigham Young
University and is still active in the BYU Management Society. He is a member of
the American Institute of CPAs and the Oregon Society of CPAs.
DR. EVAN B. AMES, AGE 58, DIRECTOR SINCE 1995
Dr. Ames acquired his Ph.D. in 1971 from Princeton University, majoring in near
eastern and Soviet studies. He has served with the Central Intelligence Agency.
In 1985 Mr. Ames became affiliated with R.L. Ball & Associates as an investment
researcher, analyst, and investment strategist. He is currently a Registered
Investment Adviser registered with the Securities & Exchange Commission.
JOSEPH MORRIS, CPA, AGE 48, DIRECTOR, VICE PRESIDENT AND CHIEF FINANCIAL
OFFICER, DIRECTOR SINCE 1995
Mr. Morris serves as both a Director and Chief Financial Officer of ITEX. With
over 15 years experience in and around the barter industry, Mr. Morris has
served as technical liaison between the Financial Accounting Standards Board
(FASB) and International Reciprocal Trading Association (IRTA). He served as
financial officer for Software-Intercomp, Inc. of Denver Colorado, a publicly
traded company on NASDAQ from 1984 through July 1995, except for the period 1988
to 1990. During that period, Mr. Morris was a technical project manager with
FASB. Mr. Morris is an accomplished CPA and author of seven books on accounting
practices. Mr. Morris was appointed Chief Financial Officer of the Company on
January 18, 1996.
The ITEX Board of Directors has a standing audit comprised of Mr. Norris, Mr.
Nelson and Mr. Ames and a standing compensation committee comprised of Dr.
Padbury, Mr. Nelson and Mr. Ames. In the last fiscal year (August 1, 1995 - July
31, 1996) there were six meetings of the Board of Directors. There were two
meetings each of the audit and compensation committees. None of the Directors
attended any less than 75% of the aggregate of (1) the total number of meetings
of the Board of Directors and (2) the total number of meetings held by
committees of the Board on which each such Director served.
EXECUTIVE COMPENSATION
Subject to Regulation S-K Item 402(1)(2)1 the only executive officer for which
disclosure is required is the President, Michael T. Baer. No other officers
received compensation in excess of $100,000. Table No. 1 lists the compensation
paid for Fiscal Year 1995.
<TABLE>
<CAPTION>
Table No. 1
Summary Compensation Table
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Long Term Compensation
Awards Payouts
Name and Restricted
Principal Annual Compensation Stock Options/ LTIP All Other
Position Year Salary($) Bonus ($) Other($) Award ($) SARs(#) Payouts Compensation
-------- ---- --------- --------- -------- --------- ------- ------- ------------
Michael Baer 1996 $????? $ ???? $?????? -0- $ ? $ -0- $ -0-
CEO
</TABLE>
2
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Table No. 2
Option/SAR Grants in Last Fiscal Year
Options Percent of Exercise Expiration
Name Granted (#) Total Options Price Date
----------------- ----------- ------------- -------- ----------
Michael Baer, CEO 225,200 ?????% $6.125 12/15/2005
As of the fiscal year end of the Company, the Company had no arrangement to
compensate its Directors for service in their capacity as Directors. As of
August 1, 1996, Outside Directors (i.e., Directors who are not employees of the
Company) will receive $500 per Board meeting attended in person or by telephone
and members of Board committees will receive $250 per committee meeting
attended. In addition, all Directors serving on January 1 of each year will be
issued 1,000 shares of the Company's restricted common stock and shall receive
the option to acquire up to 2,500 additional shares pursuant to an Employees
Incentive Stock Option Plan with the exercise price being the closing bid price
of the stock on the trading day before the grant is made. No funds were set
aside or accrued by the Company during Fiscal 1995 ending July 31, 1995 to
provide pension, retirement or similar benefits for Directors or Executive
Officers.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Table No. 3 lists as of July 31, 1996 the shareholdings of all Directors and
Executive Officers and amount of Registrant's voting securities owned by all
officers and directors as a group.
Table No. 3
Shareholdings of Directors and Executive Officers
Title of Class Name and Address Amount and Nature % of
of Beneficial Owner of Beneficial Ownership Class
- -------------- ------------------------- ----------------------- -----
Common Michael T. Baer
( shares issued,
stock options)
Common Dr. Sherry L. Meinberg
( shares issued,
stock options)
Common Graham Norris, Sr.
( shares issued,
stock options)
Common Mary Scherr
( shares issued,
stock options)
Common Dr. Charles Padbury
( shares issued,
stock options)
Common Robert Nelson, CPA
( shares issued,
stock options)
Common Dr. Evan B. Ames
( shares issued,
stock options)
Common Thomas G. Baer
( shares issued,
stock options)
Common Joseph Morris, CPA
( shares issued,
stock options)
Common Aaron Young
( shares issued,
stock options)
Common Michael A. Neal
( shares issued,
stock options)
Common Donovan C. Snyder
( shares issued,
stock options)
Total Directors and Executive Based upon shares
Officers ( shares issued,
stock options)
As of March 17, 1996 and including the options described in Proposal 3
Table No. 4 lists persons or companies holding over 5% beneficial ownership of
Registrant's outstanding stock as of July 31, 1996:
Table No. 4
5% or Greater Shareholders
Title of Class Name and address Amount and Nature % of
of Beneficial Owner of Beneficial Ownership Class
- -------------- ------------------------- ----------------------- -----
Common BEI Holdings Inc.
1120 Capital of Texas Hwy
Austin, TX 78746
Common Terry Neal
3295 NW 113th Place ( shares owned,
Portland, OR 97229 shares
beneficially owned)
Common Wycliff Fund Inc.
C/O McKinney Bancroft &
Hughes
Number 4 George St N-3937
Nassau, Bahamas
Total 5% Based upon 6,803,672 shares Outstanding at 7/31/96
4
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MANAGEMENT RECOMMENDS A VOTE IN FAVOR OF EACH OF THE NOMINEES TO THE BOARD OF
DIRECTORS. A MAJORITY OF THE VOTES CAST BY A QUORUM OF SHARES IN ATTENDANCE IN
PERSON OR BY PROXY AT THE ANNUAL MEETING WILL BE REQUIRED FOR THE ELECTION OF
EACH DIRECTOR NOMINEE.
PROPOSAL NO. 2 -- RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors has selected Andersen, Andersen & Strong, L.C.
of Salt Lake City, Utah as the Company's independent auditors for the 1996-97
fiscal year and is submitting the selection to the shareholders for
ratification. Andersen, Andersen & Strong have served as the Company's
independent auditors since 1994. A representative of Andersen, Andersen & Strong
is not expected to be in attendance at the Annual Meeting of Shareholders.
However, if such a representative is present, he or she will be permitted to
address the Meeting, if so desired, and will be available to answer shareholder
questions.
MANAGEMENT AND THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL NO.
2. A MAJORITY OF THE VOTES CAST BY A QUORUM OF SHARES IN ATTENDANCE IN PERSON OR
BY PROXY AT THE ANNUAL MEETING WILL BE REQUIRED FOR THE APPROVAL OF THIS
PROPOSAL.
PROPOSAL NO. 3 -- APPROVAL OF AN INCENTIVE STOCK OPTION PLAN
Management believes that the Company's long-term growth is dependent upon
the performance and efforts of management and staff. It is considered
appropriate for the Company to provide incentives for superior performance in
the form of options to acquire the Company's stock. For that reason, the Board
of Directors adopted an incentive stock option plan as of December 27, 1996.
Under the Plan, the Company may grant to the Optionee during the period ending
on a date not more than five years from the date of the grant, the option to
purchase common stock of the Company at a price per share equal to the bid price
of the Company's traded common stock on the date of the grant of the option.
Such options vest when they are granted. The Company did not receive nor will it
receive any consideration for the granting of the options. The following options
were granted at an exercise price of $3.75 per share, the price at which the
Company's stock was trading on December 27, 1996:
a. Members of the Board of Directors each received an option to
purchase 10,000 shares.
b. Vice Presidents and vice president level managers each received
the option to acquire 25,000 shares.
c. Graham H. Norris received an option to purchase 200,000 shares in
connection with his acceptance of the position of Chief Executive
Officer of the Company.
d. Mr. Norris was granted the authority to award up to a total of
100,000 options to employees or brokers of the Company.
e. Consultants to the Company Peter Grandich (Peter Grandich
Company), Mary Martin (Hamilton-Martin Group) and Jim Schilling
(West Coast Consultants) each received an option to acquire 200,000
shares for prior years and 150,000 shares for 1997.
<TABLE>
<CAPTION>
NEW PLAN BENEFITS TABLE
<S> <C> <C>
Class of stock Name and Position Number of Securities
underlying of Optionee Underlying Options Granted
Options
Common Graham H. Norris, President, CEO and 210,000
Director
Common Each Director serving on 12/27/96 (8 persons) 10,000
Common Vice Presidents and vice president level 25,000
managers (5 persons)
</TABLE>
5
<PAGE>
Executive Group (6 persons) 415,000
Non-Executive Director Group (5 persons) 50,000
Federal Income Tax Consequences
The Company intends that options granted under the plan will qualify as
"incentive stock options" ("ISO") under section 422 ("section 422") of the
Internal Revenue Code. The following discussion of the federal income tax
consequences of participation in the Plan therefore assumes that: the Plan
satisfies the requirements of section 422; that all options granted will, when
granted, qualify under section 422 as ISOs and will continue to so qualify at
all times until exercise; and that optionees are, at all times beginning with
the Date of Grant and ending on the day three months before the date of
exercise, be "employees" within the meaning of section 422(a)(2). This
discussion is only a summary, does not purport to be complete, and does not
cover, among other things, state and local tax consequences. Differences in
participants' financial situations may cause federal, state, and local tax
consequences of participation in the Plan to vary and no assurances are or will
be given to any participant regarding the tax consequences of participating in
the Plan. Accordingly, the Company urges each participant in the Plan to consult
his or her own accountant, legal counsel or other financial advisor regarding
the tax consequences of participation in the Plan. This discussion is based on
the provisions of the Code and applicable regulations thereto, as presently in
effect.
Incentive Stock Options
Under the current provisions of the Code, the optionees in an incentive
stock option plan will not recognize income at the time of the grant of the ISO.
In addition, the optionee will generally not recognize income upon exercise of
the ISO and receipt of the stock subject thereto (the "option stock"). However,
the Company will not be entitled to a deduction for compensation expense in
connection with granting the ISO. Also, unless the holder disposes of the option
stock in a disqualifying disposition, as described below, the Company will not
be entitled to a deduction in connection with issuing the option stock.
The tax consequences to the holder upon disposition of the option stock
will depend on whether the disposition occurred within the statutory holding
period. The holding period is the later of two years from the Date of Grant or
one year from the transfer of the option stock to the optionee on exercise. If
the employee-holder disposes of the option stock after the holding period
expires, then the disposition is considered a qualifying disposition and the
employee will be entitled to capital gain treatment on the difference between
the amount he or she receives from the disposition of the option stock and his
or her tax basis in the option stock. In a qualifying disposition, the holder's
basis is the amount paid on exercise of the option.
A disposition during the holding period is a disqualifying disposition.
When a disqualifying disposition occurs the employee must recognize compensation
income in the amount of the bargain purchase element of the option stock the
holder disposes of. The bargain purchase element is the difference between the
exercise price and the fair market value of the option stock on the date of
exercise. The gain attributable to the bargain purchase element is then added to
the holder's basis in the option stock to determine gain or loss on the
disposition. The gain (or loss) resulting from the disqualifying disposition
(i.e. the difference between the proceeds received on disposition and the tax
basis) is a capital gain (or loss). The shareholder must recognize the income
attributable to the bargain purchase element and the capital gain or loss in the
year when the disqualifying disposition occurs. From the Company's perspective,
the Company may deduct, as compensation expense, an amount equal to the
compensation income the employee recognizes on the bargain purchase element. The
Company would be entitled to such a deduction during the year in which the
disqualifying disposition occurs.
The foregoing discussion assumes the fair market value of option stock
exercisable by an optionee does not exceed the value limitation of section
422(d) of the Code. Section 422(d) limits the aggregate fair market value of ISO
stock exercisable in any calendar year to $100,000, based on the fair market
value of the option stock on the Date of Grant. The aggregate fair market value
of option stock first exercisable in any one year that exceeds $100,000 is not
ISO stock and is treated as stock subject to a non-qualified option. Generally,
on exercise of a non-qualified stock option the holder will recognize ordinary
income in an amount equal to the excess of the fair market value of the shares
acquired over the exercise price. The Company will be entitled to expense as
compensation the amount of ordinary income which the holder thus
6
<PAGE>
recognizes. Upon the sale of the non-qualified option stock, the holder will
recognize short term or long term capital gain, or loss, as the case may be, in
an amount equal to the difference between the amount he or she receives from the
sale of those shares and his or her tax basis. The holder's tax basis will
generally be the exercise price paid plus the amount of ordinary income
recognized.
In order for this plan to qualify, shareholder approval is necessary. A
total of 1,250,000 shares of the Company's common stock will be set aside for
grants under the plan, both those made as of December 15, 1995 and those which
may be made in the future.
Interests of Directors and Executive Officers in this Proposal. Those
Directors and Executive Officers listed above have a substantial interest in
this matter to be acted upon by the shareholders.
MANAGEMENT AND THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL NO.
3. A MAJORITY OF THE VOTES CAST BY A QUORUM OF SHARES IN ATTENDANCE IN PERSON OR
BY PROXY AT THE ANNUAL MEETING WILL BE REQUIRED FOR THE APPROVAL OF THIS
PROPOSAL.
OTHER BUSINESS
While the Notice of Annual Meeting of Shareholders provides for
transaction of such other business as may properly come before the meeting, the
Board of Directors has no knowledge of any other matters to be presented at the
meeting other than those referred to in this Proxy Statement. If any other
business requiring a vote of the shareholders should come before the meeting,
the persons designated as your proxies will vote or refrain from voting in
accordance with their best judgment.
BY ORDER OF THE BOARD OF DIRECTORS:
Graham H. Norris, Sr., President, CEO and Chairman of the Board
7
<PAGE>
ITEX CORPORATION PROXY FORM
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned shareholder of ITEX
Corporation (the "Company"), do hereby appoint Graham H. Norris, Sr., President
and Chief Executive Officer of the Company, to be my proxy agent with full power
of substitution to vote as indicated below all of the shares of the Company
standing in my name on its books at the Annual Meeting of Shareholders to be
held on Thursday, April 24, 1997 at 1:00 p.m., Pacific Time in the Conference
Room, second floor, 2 Lincoln South, at 10220 S.W. Greenburg Road, Portand, OR
97223 (Please mark your vote on each item with an "X")
<TABLE>
<CAPTION>
1. Election of directors to hold office for a one year term and until their successors are elected and qualified.
<S> <C> <C> <C> <C> <C> <C> <C>
Dr. Sherry L. Meinberg FOR AGAINST ABSTAIN Mary Scherr FOR AGAINST ABSTAIN
--- --- --- --- --- ---
Graham H. Norris, Sr. FOR AGAINST ABSTAIN Robert Nelson FOR AGAINST ABSTAIN
--- --- --- --- --- ---
Dr. Charles Padbury FOR AGAINST ABSTAIN Joseph Morris FOR AGAINST ABSTAIN
--- --- --- --- --- ---
Dr. Evan B. Ames FOR AGAINST ABSTAIN
--- --- ---
</TABLE>
2. To ratify and approve the selection of Andersen, Andersen & Strong, L.C. as
the Company's independent auditors for the 1996-97 fiscal year.
FOR AGAINST ABSTAIN
--- --- ---
3. To approve a new Incentive Stock Option Plan for employees, officers,
directors and consultants of the Company as described in the accompanying Proxy
Statement.
FOR AGAINST ABSTAIN
--- --- ---
I ratify and confirm all acts my proxy agent may do or cause to be done by
virtue of this Proxy. I revoke all proxies previously given by me for the Annual
Meeting of the shareholders of the Company. I recognize that this Proxy shall be
voted FOR the proposals presented to the shareholders at the Annual Meeting
unless contrary instructions are indicated above and will be voted at the
discretion of my proxy agent if other matters properly come before the meeting.
I acknowledge receipt of the Notice of Annual Meeting of Shareholders, Proxy
Statement and Annual Statement of ITEX Corporation.
Dated this day of , 1997.
---------- ------------
Number of shares
-------------------
<TABLE>
<CAPTION>
<S> <C>
- --------------------------------------------------------------- ---------------------------------------------------------------
(Print Name) (Print Name)
- --------------------------------------------------------------- ---------------------------------------------------------------
(Please sign name exactly as it appears on this Proxy Material) (Please sign name exactly as it appears on this Proxy Material)
IF STOCK IS HELD JOINTLY, EACH HOLDER SHOULD SIGN. IF EXECUTION IS IN REPRESENTATIVE CAPACITY BY AN OFFICER, ATTORNEY, PERSONAL
REPRESENTATIVE, TRUSTEE, GUARDIAN OR OTHER LEGAL REPRESENTATIVE, GIVE FULL TITLE AS SUCH.
</TABLE>
PLEASE SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED, PREADDRESSED ENVELOPE.
THIS PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED AT THE ANNUAL MEETING.
