def14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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
Filed by the registrant þ
Filed by a party other than the
registrant o
Check the appropriate box:
|
|
|
o
Preliminary proxy statement |
|
|
o
Confidential, for use of the Commission only
(as permitted by Rule 14a-6(e)(2)) |
þ
Definitive proxy statement |
o
Definitive additional materials |
o
Soliciting material under Rule 14a-12 |
HearUSA, Inc.
(Name of Registrant as Specified In Its Charter)
Payment of filing fee (Check the appropriate box):
|
|
þ |
No fee required |
|
o |
Fee computed on table below per Exchange Act
Rules 14a-6(i)(4)
and 0-11. |
|
o |
Fee paid previously with preliminary materials. |
|
o |
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. |
HearUSA, Inc.
1250 Northpoint Parkway
West Palm Beach, Florida 33407
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
To be held on May 8, 2006
The Annual Meeting of Stockholders of HearUSA, Inc. (the
Company) will be held on Monday, May 8, 2006 at
9:00 a.m. local time at The Crowne Plaza located at 1601
Belvedere Road, West Palm Beach, Florida 33406, for the
following purposes:
|
|
1. |
To elect seven directors of the Company, each to hold office
until the next Annual Meeting of Stockholders and thereafter
until his successor is duly elected and qualified, or as
otherwise provided by law; and |
|
2. |
To consider such other matters as may properly come before the
Annual Meeting. |
Only stockholders of record as shown on the books of the Company
at the close of business on March 24, 2006, the record date
fixed by the Board of Directors, will be entitled to vote at the
meeting and any adjournments thereof. The voting rights of the
stockholders are described in the accompanying proxy statement.
|
|
|
By order of the Board of Directors, |
|
|
|
Denise Pottlitzer |
|
Secretary & VP of Reporting & Compliance |
April 7, 2006
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE SIGN,
DATE AND RETURN YOUR PROXY CARD AS PROMPTLY AS POSSIBLE IN THE
ENCLOSED POSTAGE-PAID ENVELOPE WHETHER OR NOT YOU EXPECT TO
ATTEND IN PERSON. YOU MAY ALSO VOTE YOUR SHARES BY TELEPHONE OR
THE INTERNET. INSTRUCTIONS FOR USING THESE SERVICES ARE SET
FORTH ON THE ENCLOSED PROXY CARD.
HearUSA, Inc.
1250 Northpoint Parkway
West Palm Beach, Florida 33407
PROXY STATEMENT
for
ANNUAL MEETING OF STOCKHOLDERS
To be held on May 8, 2006
This Proxy Statement with the accompanying proxy card is being
mailed or given to stockholders commencing on or about
April 7, 2006, in connection with the solicitation of
proxies by the Board of Directors of HearUSA, Inc. (the
Company) to be used at the 2006 Annual Meeting of
Stockholders of the Company to be held at The Crowne Plaza, 1601
Belvedere Road, West Palm Beach, Florida, on Monday, May 8,
2006 at 9:00 a.m. local time and any adjournments thereof.
The Companys principal executive offices are located at
1250 Northpoint Parkway, West Palm Beach, Florida 33407.
Voting at Meeting
The record date for the Annual Meeting is March 24, 2006.
Holders of shares of the Companys common stock, par value
$.10 per share (Common Stock), and holders of
exchangeable shares (Exchangeable Shares) of HEARx
Canada, Inc., a subsidiary of the Company, as of the close of
business on the record date, are entitled to notice of, and to
vote at, the Annual Meeting or any adjournments thereof. Each
holder of Common Stock is entitled to one vote for each share
held on the record date, and Computershare Trust Company of
Canada (the Trustee), the holder of the
Companys Special Voting Preferred Stock, is entitled to
one vote for each Exchangeable Share outstanding as of the
record date. Votes cast with respect to the Exchangeable Shares
will be voted through the Special Voting Preferred Stock by the
Trustee as directed by the holders of Exchangeable Shares,
except votes cast with respect to Exchangeable Shares whose
holders request to vote directly in person as proxy for the
Trustee at the Annual Meeting.
As of the record date, there were issued and outstanding
31,379,538 shares of Common Stock, one share of the
Companys Special Voting Preferred Stock and 780,358
Exchangeable Shares (excluding Exchangeable Shares owned by the
Company and its subsidiaries). Each Exchangeable Share is
exchangeable at any time, at the option of the holder, for one
share of the Companys Common Stock. The holders of a
majority of the shares of Common Stock and Exchangeable Shares
entitled to vote as of the record date present in person or by
proxy will constitute a quorum at the meeting. Under the
Delaware General Corporation Law, any stockholder who submits a
proxy and abstains from voting on a particular matter described
herein will still be counted for purposes of determining a
quorum. Broker non-votes will be treated as not represented at
the meeting as to any matter for which a non-vote is indicated
on the brokers proxy.
Proxy Procedure
Stockholders of record (stockholders who hold their shares in
their own name) can vote any one of three ways:
|
|
|
|
(1) |
By Mail: If the enclosed proxy card is properly executed and
returned prior to the meeting, the shares represented thereby
will be voted in accordance with the stockholders
directions or, if no directions are indicated, the shares will
be voted in accordance with the recommendations of the Board of
Directors as specified in this proxy statement. The Board of
Directors does not know of any other business to be brought
before the meeting, but it is intended that, as to any such
other business, a vote may be cast pursuant to the proxy in
accordance with the judgment of the person or persons acting
thereunder. |
|
|
|
|
(2) |
By Telephone: Call the toll-free number on your proxy card to
vote by phone. You will need to follow the instructions on your
proxy card and the voice prompts. |
|
|
(3) |
By Internet: Go to the web site listed on your proxy card to
vote through the Internet. You will need to follow the
instructions on your proxy card and the web site. If you vote
through the Internet, you may incur telephone and Internet
access charges. |
If you vote by telephone or the Internet, your electronic vote
authorizes the named proxies in the same manner as if you
signed, dated and returned your proxy card. IF YOU VOTE BY
TELEPHONE OR THE INTERNET, YOU SHOULD NOT RETURN YOUR PROXY CARD.
If your shares are held in the name of a bank, broker or other
holder of record, you will receive instructions from the holder
of record that you must follow in order for your shares to be
voted in accordance with your instructions. Telephone and
Internet voting also will be offered to stockholders owning
shares through most banks and brokers.
Any stockholder voting by written proxy by mail may revoke that
proxy at any time prior to the voting thereof either by
delivering written notice to the Secretary of the Company or by
voting in person at the meeting. If you voted by telephone or
the Internet, you may also change your vote with a timely and
valid later telephone or Internet vote, as the case may be.
Attendance at the meeting will not have the effect of revoking a
proxy unless you give proper written notice of revocation to the
Secretary before the proxy is exercised or you vote by written
ballot at the meeting.
If you hold Exchangeable Shares and you wish to direct the
Trustee to cast the votes represented by your Exchangeable
Shares attached to the Special Voting Preferred Stock on your
behalf, you should follow carefully the instructions provided by
the Trustee, which accompany this Proxy Statement. The procedure
for instructing the Trustee differs in certain respects from the
procedure for delivering a proxy, including the place for
depositing the instructions and the manner of revoking the proxy.
Proxy Solicitation
All costs of the solicitation of proxies will be borne by the
Company. In addition to the solicitation of proxies by use of
the mails, the Company may utilize the services of some of the
officers and regular employees of the Company (who will receive
no compensation therefore in addition to their regular salaries)
to solicit proxies personally and by telephone. The Company will
request banks, brokers, custodians, nominees and fiduciaries to
forward copies of the proxy solicitation materials to beneficial
owners and to request authority for the execution of proxies.
The Company will reimburse such persons or entities for their
expenses in doing so.
ELECTION OF DIRECTORS
Seven directors of the Company are to be elected at the meeting,
each to hold office until the next Annual Meeting of
Stockholders and until his successor is elected and qualified,
or as otherwise provided by the Companys Amended and
Restated Bylaws or by Delaware law.
The Board of Directors has nominated the seven persons named
below for election as directors, all of whom are presently
serving as such. It is intended that the shares represented by
the enclosed proxy will be voted for the election of these seven
nominees (unless such authority is withheld by a stockholder).
In the event that any of the nominees should become unable or
unwilling to serve as a director (which is not anticipated), it
is intended that the proxy will be voted for the election of
such person or persons, if any, who shall be designated by the
Board of Directors.
2
The nominees for election as directors are as follows:
|
|
|
|
|
|
|
|
|
Director | |
|
Position with the |
Name and Age |
|
Since | |
|
Company |
|
|
| |
|
|
Paul A. Brown (68)
|
|
|
1986 |
|
|
Chairman of the Board |
Stephen J. Hansbrough (58)
|
|
|
1997 |
|
|
Chief Executive Officer |
Thomas W. Archibald (67)
|
|
|
1993 |
|
|
Director |
David J. McLachlan (67)
|
|
|
1986 |
|
|
Director |
Joseph L. Gitterman III (70)
|
|
|
1997 |
|
|
Director |
Michel Labadie (52)
|
|
|
2002 |
|
|
Director |
Bruce N. Bagni (61)
|
|
|
2005 |
|
|
Director |
Paul A. Brown, M.D. holds an A.B. from
Harvard College and an M.D. from Tufts University School of
Medicine. Dr. Brown founded HearUSA in 1986 and has served
as Chairman of the Board since that time and Chief Executive
Officer until July 2002. From 1970 to 1984, Dr. Brown was
Chairman of the Board and Chief Executive Officer of MetPath
Inc. (MetPath), a New Jersey-based corporation
offering a full range of clinical laboratory services to
physicians and hospitals, which he founded in 1967 while a
resident in pathology at Columbia Presbyterian Medical Center in
New York City. MetPath developed into the largest clinical
laboratory in the world with over 3,000 employees and was listed
on the American Stock Exchange prior to being sold to Corning in
1982 for $140 million. Dr. Brown is formerly Chairman
of the Board of Overseers of Tufts University School of
Medicine, an Emeritus member of the Board of Trustees of Tufts
University, a past member of the Visiting Committee of Boston
University School of Medicine and currently is a part-time
lecturer in pathology and member of the Visiting Community at
Columbia University College of Physicians and Surgeons.
Stephen J. Hansbrough, Chief Executive Officer and
Director, was formerly the Senior Vice President of Dart Drug
Corporation and was instrumental in starting their affiliated
group of companies (Crown Books and Trak Auto). These companies
along with Dart Drug Stores had over 400 retail locations,
generated approximately $550 million in annual revenues and
employed over 3,000 people. Mr. Hansbrough subsequently
became Chairman and CEO of Dart Drug Stores with annual revenues
in excess of $250 million. After leaving Dart,
Mr. Hansbrough was an independent consultant specializing
in turnaround and
start-up operations,
primarily in the retail field, until he joined HearUSA in
December 1993.
Thomas W. Archibald attended the London School of
Economics and received a B.A. degree in economics from Denison
University and a Juris Doctor degree from the Ohio State
University Law School. He retired from the Bank of New York in
1995, where he served as Executive Vice President of the
Personal Trust Sector. He held the position Executive Vice
President of the Institutional Trust Sector at Irving Trust
Company when it merged with The Bank of New York in 1988.
Mr. Archibald is a past Director of Group Health
Incorporated, the only not-for-profit health insurance carrier
chartered to operate throughout New York State.
David J. McLachlan is the former Executive Vice
President and Chief Financial Officer of Genzyme Corporation, a
biotechnology company, from 1989 to 1999 and a senior advisor to
Genzymes chairman and chief executive officer through June
2004. Currently he serves as a Director of Dyax Corp., a
biotechnology company and Skyworks Solutions, Inc., a
manufacturer of analog, mixed signal and digital semiconductors
for mobile communications. He is a graduate of Harvard Business
School and Harvard College.
Joseph L. Gitterman, III is the manager of
the EIP Group, an investing, trading and consulting firm that he
founded in 1994. Until 1994, he was a Senior Managing Director
of LaBranche & Co. He was a member of the New York
Stock Exchange for over thirty years and was appointed a
Governor in 1986. At the New York Stock Exchange, he served on
more than fourteen committees, serving as
3
chairman of many of them. He is director of Intrepid
International, Custom Data Services and the Daylight Company. He
also serves on numerous not for profit boards.
Michel Labadie, B.Sc., M.Sc., MBA.
Mr. Labadie was a Director of Helix Hearing Care of America
Corp before the combination with HearUSA, Inc. He currently is
President and Chief Executive Officer of Les Pros de la Photo
(Quebec) Inc., the largest photo finishing company in Canada,
and has been since 1992. He has also spent several years working
as the head of the Venture Capital, Portfolio Management and
Mergers and Acquisition Departments of a major financial
institution. He currently serves as a director for several
public and private non-US companies.
Bruce N. Bagni, holds a Bachelor of Arts degree
from the University of Southern California, a Juris Doctor
degree from Indiana University (Indianapolis) and a Masters of
Law degree from Columbia University. Mr. Bagni retired from
Blue Cross Blue Shield of Florida in the end of 2004 where he
was Senior Vice President for Public Affairs, General Counsel
and Corporate Secretary. He was a member of the Office of the
CEO, which developed corporate strategy and provided overall
management and leadership for the enterprise. Before joining
Blue Cross Blue Shield of Florida in early 1992 he was employed
for six years by UNUM Life Insurance Company, a large national
and international disability and life insurer, serving primarily
in legal roles, including Vice President and Chief Counsel. He
is currently involved in various business ventures and
charitable activities.
There are no family relationships between or among any directors
or executive officers of the Company.
Vote Required
The seven director nominees receiving the greatest number of
votes of the Common Stock and the Special Voting Preferred Stock
represented at the meeting (in person or by proxy) will be
elected directors assuming a quorum is present at the meeting.
All shares of Common Stock and the share of Special Voting
Preferred Stock represented by valid proxies will be voted in
accordance with the instructions contained therein. Shares of
Common Stock represented by proxies that are marked
without authority with respect to the election of
one or more nominees for director and broker non-votes will have
no effect on the outcome of the election. Votes with respect to
Exchangeable Shares represented by valid voting instructions
received by the Trustee will be cast by the Trustee through the
Special Voting Preferred Stock in accordance with those
instructions. If no instructions are received by the Trustee
from a holder of Exchangeable Shares, the votes to which such
holder is entitled will not be exercised.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE
STOCKHOLDERS VOTE FOR THE ELECTION OF ALL THE
ABOVE-NAMED NOMINEES AS DIRECTORS OF THE COMPANY
Board of Directors and Committees of the Board
Board of Directors
The Board of Directors has determined that the following
directors, constituting a majority of the Board, are
independent as defined by the American Stock
Exchange listing standards: Messrs. Archibald, McLachlan,
Gitterman, Labadie and Bagni.
The standing committees of the Board of Directors are the Audit
Committee, the Compensation Committee and the Nominating and
Corporate Governance Committee. The charters for the Audit,
Compensation and Nominating and Corporate Governance Committees
are posted on the Companys web site at
www.hearusa.com (select Investors then
the desired committee charter). All committee members are
appointed by the Board of Directors. The membership and the
function of each committee are described below.
4
There were seven meetings of the Board of Directors during the
fiscal year ended December 31, 2005. All of the directors
attended at least 75% of the aggregate number of the meetings
held by the Board of Directors and its respective committees on
which they served during the fiscal year. Directors are
encouraged, but not required to attend annual meetings of
stockholders. Two of the Companys directors attended the
2005 Annual Meeting of Stockholders.
During 2005, the Company paid each non-employee director a
meeting fee of $1,000 for each in person meeting of the Board
that they attended and a fee of $500 for each telephonic Board
or special committee meeting in which they participated. For
each committee meeting the Company pays $500 ($250 if held by
telephone). Each committee chair is paid an annual amount of
$3,000 except that the Audit Committee Chairman is paid an
amount of $4,000. In addition, the Company paid each
non-employee director an annual retainer fee of $15,000 upon
re-election to the Board. During 2006, the Company will pay each
non-employee director an annual retainer of $17,500, $1,300 for
each Board meeting attended and $650 for each committee meeting
attended. The committee chair annual amounts will not change
from 2005. The Company reimburses directors for their
out-of-pocket expenses
for attendance at meetings of the Board.
Stockholders may send communications directly to the Board of
Directors by mail to the attention of Presiding Director of the
Boards non-management directors HearUSA, Inc.,
1250 Northpoint Parkway, West Palm Beach, Florida 33407, or
by e-mail to
PresidingDirector@hearusa.com. Currently
Mr. McLachlan is serving as the Presiding Director.
Audit Committee
During 2005, the Audit Committee was comprised of
Messrs. Archibald, Gitterman, Labadie, McLachlan and Bagni,
all of whom are independent as defined by the
American Stock Exchange listing standards and Rule 10A-3
under the Securities Exchange Act of 1934, as amended. In
addition, the Board of Directors has determined that each member
of the Audit Committee is financially literate and
Mr. McLachlan is an audit committee financial
expert within the meaning of the rules and regulations
adopted by the Securities and Exchange Commission. The Audit
Committee met four times during fiscal 2005.
The principal functions of the Audit Committee are to oversee
the audit of the Companys financial statements provided to
the Securities and Exchange Commission, the Companys
shareholders and the general public; the Companys internal
financial accounting processes and controls; the Companys
disclosure controls and procedures; and the independent audit
process.
Compensation Committee
During 2005, the Compensation Committee was comprised of
Messrs. Archibald, Gitterman, Labadie, McLachlan and Bagni,
all of whom are independent as defined by the
American Stock Exchange listing standards. The Compensation
Committee met five times during the 2005 fiscal year. The
primary function of the Compensation Committee is to assist the
Board in fulfilling its oversight responsibilities relating to
officer and director compensation. Its primary duties and
responsibilities are the overall design, approval and
implementation of the executive compensation plans, policies and
programs for directors, officers and other key executives of the
Company.
Nominating and Corporate Governance Committee
During 2005, the Nominating and Corporate Governance Committee
was comprised of Messrs. Archibald, Gitterman, Labadie,
McLachlan and Bagni, all of whom are independent as
defined by the American Stock Exchange listing standards. The
Nominating and Corporate Governance Committee met twice during
fiscal year 2005. The principal functions of the Nominating and
Corporate Governance Committee are to recommend to the Board of
Directors the director nominees for the next annual meeting of
stockholders, candidates to fill vacancies on the Board and
directors to be appointed to Board committees. In addition, the
Nominating and Governance
5
Committee develops and recommends to the Board a set of
corporate governance guidelines applicable to the Board and the
Company and oversees the effectiveness of the Companys
corporate governance in accordance with these guidelines. This
Committee also oversees the process of evaluations of the Board,
its committees and executive management of the Company.
Director Nominating Process
The Nominating and Corporate Governance Committee is responsible
for identifying individuals qualified to become Board members
and recommending to the Board director nominees for the next
annual meeting of shareholders and candidates to fill vacancies
on the Board.
The Nominating and Corporate Governance Committee considers
candidates for Board membership suggested by its members and
other Board members. The Committee may also use outside
consultants to identify potential directors. Additionally, in
selecting nominees for directors, the Committee will review
candidates recommended by stockholders using the same general
criteria as other candidates. Any stockholder wishing to
recommend a candidate for consideration by the committee as a
nominee for director should follow the procedures set forth
below.
Once the Nominating and Corporate Governance Committee has
identified a prospective nominee, the Committee makes an initial
determination as to whether to conduct a full evaluation of the
candidate. This initial determination is based on the
information provided to the Committee with the recommendation of
the prospective candidate, as well as the Committees own
knowledge of the prospective candidate, which may be
supplemented by inquiries of the person making the
recommendation or others. The preliminary determination is based
primarily on the need for additional Board members to fill
vacancies or expand the size of the Board and the likelihood
that the prospective nominee can satisfy the evaluation factors
described below. The Committee then evaluates the prospective
nominee against the standards and qualifications set out in the
Companys Corporate Governance Guidelines, which include
among others things, considerations of judgment, specific
business experience, independence (for purposes of the American
Stock Exchange and SEC rules) and skills (such as understanding
of technology, finance and marketing and healthcare), all in the
context of an assessment of the perceived needs of the Board at
the time.
Upon completion of this evaluation and interview process, the
Committee makes a recommendation to the full Board as to whether
the candidate should be nominated by the Board and the Board
determines whether to approve the nominee after considering the
recommendation and report to the Committee.
Stockholders may recommend director nominee candidates by
sending the following information to Nominating Committee
Chairman, HearUSA, Inc., 1250 Northpoint Parkway, West Palm
Beach, Florida, 33407: stockholders name, number of shares
owned, length of period held, and proof of ownership; name, age
and address of candidate; candidates detailed resume;
description of any arrangements or understandings between the
stockholder and the candidate; and signed statement from the
candidate confirming his or her willingness to serve on the
Board of Directors.
If a stockholder seeks to nominate a candidate for election at
the 2007 annual meeting of stockholders, the stockholder must
follow the procedures described under the Stockholder
Proposals below.
Code of Ethics
The Board of Directors has adopted a Code of Ethics applicable
to all the Companys directors, officers and employees, a
copy of which is available on the Companys website at
www.hearusa.com.
6
Audit Committee Report
We have met and held discussions with the Companys
management and with the Companys independent accountants,
BDO Seidman, LLP. We have reviewed and discussed the audited
consolidated financial statements of HearUSA, Inc. for the 2005
fiscal year with the Companys management. We discussed
with BDO Seidman, LLP matters required to be discussed by
generally accepted auditing standards, including standards set
forth in Statement on Auditing Standards No. 61.
BDO Seidman, LLP also provided to us the written disclosures
regarding their independence required by Independence Standards
Board Standard No. 1, and we discussed with BDO Seidman,
LLP their independence.
Based on these reviews and discussions, we recommended to the
Board of Directors that the audited consolidated financial
statements for 2005 be included in HearUSA, Inc.s Annual
Report on
Form 10-K for the
fiscal year ended December 31, 2005 filed with the
Securities and Exchange Commission.
|
|
|
David J. McLachlan, Chairman |
|
Joseph L. Gitterman, III |
|
Thomas W. Archibald |
|
Michel Labadie |
|
Bruce N. Bagni |
7
Executive Compensation
The following table sets forth the annual and long-term
compensation for services rendered in all capacities to the
Company during the 2005, 2004 and 2003 fiscal years of those
persons who were at fiscal year-end 2005 (i) the Chief
Executive Officer and (ii) the other executive officers
whose salary and bonus exceeded $100,000 (these four persons are
collectively referred to herein as the Named Executive
Officers).
SUMMARY COMPENSATION TABLE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Compensation | |
|
Long-term | |
|
|
|
|
| |
|
Compensation | |
|
|
|
|
Salary | |
|
Bonus | |
|
Options | |
Name and Principal Position |
|
Year | |
|
($) | |
|
($) | |
|
(#) | |
| |
Paul A. Brown, M.D.
|
|
|
2005 |
|
|
|
240,000 |
|
|
|
-0- |
|
|
|
|
|
Chairman
|
|
|
2004 |
|
|
|
240,000 |
|
|
|
-0- |
|
|
|
200,000 |
|
|
|
|
2003 |
|
|
|
240,000 |
|
|
|
-0- |
|
|
|
200,000 |
|
|
Stephen J. Hansbrough
|
|
|
2005 |
|
|
|
304,000 |
|
|
|
-0- |
|
|
|
|
|
Chief Executive Officer
|
|
|
2004 |
|
|
|
298,000 |
|
|
|
-0- |
|
|
|
400,000 |
|
|
|
|
2003 |
|
|
|
250,000 |
|
|
|
-0- |
|
|
|
250,000 |
|
|
Gino Chouinard
|
|
|
2005 |
|
|
|
208,000 |
|
|
|
-0- |
|
|
|
50,000 |
|
Executive Vice President
|
|
|
2004 |
|
|
|
177,000 |
|
|
|
-0- |
|
|
|
350,000 |
|
Chief Financial Officer
|
|
|
2003 |
|
|
|
150,000 |
|
|
|
-0- |
|
|
|
200,000 |
|
|
Kenneth Schofield(1)
|
|
|
2005 |
|
|
|
206,000 |
|
|
|
-0- |
|
|
|
50,000 |
|
Chief Operating Officer
|
|
|
2004 |
|
|
|
155,000 |
|
|
|
-0- |
|
|
|
350,000 |
|
|
|
|
(1) |
Mr. Schofield became an executive officer of the Company in
August 2004. |
Employment Agreements
The Company has entered into employment agreements with
Dr. Paul A. Brown, Chairman of the Board, Stephen J.
Hansbrough, President and Chief Executive Officer, Gino
Chouinard, Executive Vice President and Chief Financial Officer,
and Kenneth Schofield, Chief Operating Officer. The term of the
agreements for each of Dr. Brown and Mr. Hansbrough is
five years. The term of the agreements for each of
Mr. Chouinard and Mr. Schofield is three years. Each
of the employment agreements provides that the executive will be
entitled to receive base compensation, to be reviewed and
adjusted in the discretion of the Committee (usually on an
annual basis), and performance bonuses, at the discretion of the
Compensation Committee, and to participate in and receive
benefits under the Companys welfare benefit and similar
employee benefit plans generally made available by the Company
to other key employees.
The agreements contemplate severance payments in the event of
termination without cause, non-renewal at the end of the term or
termination by the executive for good reason after a change in
control. The severance payments in the case of Dr. Brown
and Mr. Hansbrough are in an amount equal to three times
base salary and in the case of Mr. Chouinard and
Mr. Schofield in an amount equal to two times base salary.
In addition, on such termination, all outstanding and unvested
options would accelerate and the Company would be liable to
continue to provide benefits to the executives for a period of
three years for Dr. Brown and Mr. Hansbrough and for a
period of two years for Messrs. Chouinard and Schofield.
8
In the event of the executives death or termination
because of disability, all then outstanding options and similar
rights shall become fully vested and the executive or his legal
representatives may exercise such rights for a one year period
following the executives death or termination for
disability.
The agreements provide for gross up payments to the
executive to cover the executives incremental tax
liabilities in the event payments made under the agreements are
subject to the excise tax imposed by Section 4999 of the
Internal Revenue Code.
Option Grants in Last Fiscal Year
The following table sets forth information with respect to the
grants of options to the Named Executive Officers during the
fiscal year ended December 31, 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Potential | |
|
|
Number | |
|
|
|
Realizable Value at | |
|
|
of | |
|
|
|
Assumed Annual | |
|
|
Shares | |
|
Percent of | |
|
|
|
Rates of Stock | |
|
|
Underlying | |
|
Total Options | |
|
|
|
Price Appreciation | |
|
|
Options | |
|
Granted to | |
|
Exercise | |
|
|
|
For Option Term(1) | |
|
|
Granted | |
|
Employees in | |
|
Price | |
|
Expiration | |
|
| |
Name |
|
(#) | |
|
Fiscal Year | |
|
($/Share) | |
|
Date | |
|
5% | |
|
10% | |
| |
Dr. Paul A. Brown
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stephen J. Hansbrough
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gino Chouinard
|
|
|
50,000 |
|
|
|
13.80 |
% |
|
$ |
1.79 |
|
|
|
5/09/2015 |
|
|
$ |
56,287 |
|
|
$ |
142,640 |
|
|
Kenneth Schofield
|
|
|
50,000 |
|
|
|
13.80 |
% |
|
$ |
1.79 |
|
|
|
5/09/2015 |
|
|
$ |
56,287 |
|
|
$ |
142,640 |
|
|
|
|
(1) |
These columns are the result of calculations at the 5% and 10%
rates set by the SEC rules for disclosure purposes. They are not
intended to forecast possible future appreciation in the common
stock price, if any. |
Option Exercises in Last Fiscal Year and Aggregated Fiscal
Year End Option Values
The following table sets forth certain information with respect
to stock option exercises and unexpired stock options granted in
fiscal years prior to 2005 and held by the Named Executive
Officers as of the end of fiscal 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Number of | |
|
|
|
|
Shares | |
|
|
|
Shares Underlying | |
|
Value of Unexercised | |
|
|
Acquired | |
|
Value | |
|
Unexercised Options | |
|
In-the-Money Options at | |
|
|
On Exercise | |
|
Realized | |
|
Fiscal Year-End | |
|
Fiscal Year-End | |
|
|
(#) | |
|
($) | |
|
(#) | |
|
($) | |
| |
|
|
Exercisable/ | |
|
Exercisable/ | |
Name |
|
|
|
|
|
Unexercisable | |
|
Unexercisable | |
| |
Paul A. Brown, M.D.
|
|
|
-0- |
|
|
|
-0- |
|
|
|
150,000/250,000 |
|
|
|
$102,500/$105,500 |
|
|
Stephen J. Hansbrough
|
|
|
-0- |
|
|
|
-0- |
|
|
|
542,502/425,000 |
|
|
|
$306,250/$135,250 |
|
|
Gino Chouinard
|
|
|
-0- |
|
|
|
-0- |
|
|
|
262,095/412,500 |
|
|
|
$103,625/$108,875 |
|
|
Kenneth Schofield
|
|
|
-0- |
|
|
|
-0- |
|
|
|
247,500/387,500 |
|
|
|
$97,625/$83,625 |
|
|
9
Report of the Compensation Committee
The Compensation Committee is comprised entirely of independent
directors and has the responsibility for reviewing and approving
changes to the Companys executive compensation programs.
The Compensation Committee approves all compensation payments to
the Chief Executive Officer and other named executive officers.
The Compensation Committee uses salary and bonus compensation to
reward current and past performance while using stock options to
provide incentives for long-term performance. In 2005, no bonus
compensation was awarded because the financial objectives set by
the Compensation Committee for such bonuses were not met. To
establish compensation for the Companys executive officers
in 2005, including the CEO, the Compensation Committee used
subjective performance evaluations, compensation statistics of
similar sized health care organizations and, with respect to
executive officers other than Mr. Hansbrough, the salary
recommendations of Mr. Hansbrough. The Compensation
Committee will continue to review the base salaries of the named
executive officers to ensure salaries continue to reflect market
practices and take into account performance, experience and
retention value.
|
|
|
Thomas W. Archibald, Chairman |
|
David McLachlan |
|
Joseph L. Gitterman, III |
|
Michel Labadie |
|
Bruce N. Bagni |
Section 16(a) Beneficial Ownership Reporting
Compliance
Section 16(a) of the Securities Exchange Act of 1934
requires the Companys directors and executive officers and
persons who own beneficially more than ten percent of any class
of equity security of the Company to file with the Securities
and Exchange Commission initial reports of such ownership and
reports of changes in such ownership. Officers, directors and
such beneficial owners are required by Securities and Exchange
Commission regulations to furnish the Company with copies of all
Section 16(a) forms they file.
To the Companys knowledge, based solely on review of
copies of reports furnished to the Company, during the fiscal
year ended December 31, 2005, all Section 16(a) filing
requirements applicable to its executive officers and directors
were made on a timely basis.
10
Common Stock Performance
The Common Stock is traded on the American Stock Exchange. The
closing price of the Common Stock at December 31, 2005 was
$1.36 per share. As part of the executive compensation
information presented in the proxy statement, the Securities and
Exchange Commission requires a five-year comparison of the stock
performance for the Company with stock performance of other
companies. For comparison purposes the Company has selected each
of the AMEX Market Value (U.S.) Index and a Peer Group. The
graph below reflects all comparison indexes and depicts a
comparison of five-year cumulative total returns for each of the
Company, the AMEX Market Value (U.S.) and a Peer Group. The Peer
Group was prepared by Research Data Group, Inc. and is composed
of approximately 76 companies that were former members of
the JP Morgan H&Q Healthcare (excluding biotechnology)
Index. Specific information regarding the companies comprising
the Peer Group will be provided to any stockholder upon request
to the Secretary of the Company.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG HEARUSA, INC., THE AMEX MARKET VALUE (U.S.) INDEX
AND A PEER GROUP
|
|
|
|
|
* |
$100 invested on 12/31/00 in stock or index
including reinvestment of dividends. Fiscal year ending
December 31. |
|
11
Security Ownership of Certain Beneficial Owners and
Management
Security Ownership of Certain Beneficial Owners
The following table sets forth, as of March 20, 2006 the
names of all persons known by the Company to be beneficial
owners of more than five percent of the Common Stock. As of
March 20, 2006, there were 31,379,538 shares of Common
Stock and 780,358 Exchangeable Shares issued and outstanding.
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Amount and Nature | |
|
|
Title of | |
|
Name and Address of |
|
Of Beneficial | |
|
Percent of | |
Class | |
|
Beneficial Owner |
|
Ownership | |
|
Class | |
| |
|
Common Stock |
|
|
Paul A. Brown, M.D. |
|
|
2,515,000 |
(1) |
|
|
7.71 |
% |
|
|
|
|
1250 Northpoint Parkway |
|
|
|
|
|
|
|
|
|
|
|
|
West Palm Beach, Fl 33407 |
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
|
Michel Labadie |
|
|
2,404,468 |
(2) |
|
|
7.43 |
% |
|
|
|
|
90, Beaubien Street West |
|
|
|
|
|
|
|
|
|
|
|
|
Montreal, Quebec |
|
|
|
|
|
|
|
|
|
|
|
|
Canada, H2S 1V6 |
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
|
Pierre Bourgie |
|
|
1,721,586 |
(3) |
|
|
5.33 |
% |
|
|
|
|
1980 Rene Levesque Quest |
|
|
|
|
|
|
|
|
|
|
|
|
Montreal, QC |
|
|
|
|
|
|
|
|
|
|
|
|
Canada, H3H 1R6 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
Includes 200,000 shares of Common Stock subject to options
and 240,000 shares of common stock subject to warrants
acquired as part of private placements which are currently
exercisable (or exercisable within 60 days). |
|
(2) |
See also note 3. Includes 1,485,540 shares of Common
Stock held by Les Partenaires de Montréal, s.e.c. Michel
Labadie is a director of Les Partenaires de Montréal Inc.,
general partner for Les Partenaires de Montréal, s.e.c.
Also includes 733,928 shares plus 160,000 shares which
may be acquired upon the exercise of warrants by held by Gestion
Fremican Inc. Michel Labadie is a shareholder and director of
Gestion Fremican, Inc. Also includes 25,000 shares of
Common Stock issuable to Mr. Labadie upon the exercise of
options, which are currently exercisable. |
|
(3) |
See also note 2. Includes 1,485,540 shares of Common
Stock held by Les Partenaires de Montréal, s.e.c. Pierre
Bourgie is a director of Les Partenaires de Montréal Inc.,
general partner for Les Partenaires de Montréal, s.e.c.
Also includes 76,046 shares plus 160,000 shares which
may be acquired upon the exercise of warrants held by 175778
Canada Inc. Pierre Bourgie is a shareholder and director of
175778 Canada Inc. |
12
Security Ownership of Management
The following table sets forth, as of March 20, 2006 the
number of shares of Common Stock owned beneficially by each
director, each Named Executive Officer and all directors and
executive officers as a group.
|
|
|
|
|
|
|
|
|
| |
|
|
Amount and Nature of | |
|
Percent of | |
Name |
|
Beneficial Ownership | |
|
Class(*) | |
| |
Paul A. Brown, M.D.
|
|
|
2,515,000 |
(1) |
|
|
7.73 |
% |
Stephen J. Hansbrough
|
|
|
708,002 |
(2) |
|
|
2.16 |
% |
Gino Chouinard
|
|
|
337,095 |
(3) |
|
|
1.04 |
% |
Kenneth Schofield
|
|
|
310,000 |
(4) |
|
|
* |
|
David J. McLachlan
|
|
|
196,545 |
(5) |
|
|
* |
|
Thomas W. Archibald
|
|
|
237,100 |
(6) |
|
|
* |
|
Joseph L. Gitterman III
|
|
|
334,764 |
(7) |
|
|
* |
|
Michel Labadie
|
|
|
2,404,468 |
(8) |
|
|
7.43 |
% |
Bruce Bagni
|
|
|
|
|
|
|
* |
|
All directors and executive officers as a group
|
|
|
7,042,974 |
(9) |
|
|
20.54 |
% |
(9 persons)
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Includes 200,000 shares of Common Stock subject to options
and 240,000 shares of Common Stock subject to warrants to
acquired as part of private placements, which are currently
exercisable (or exercisable within 60 days). |
|
(2) |
Includes 605,002 employee stock options which are currently
exercisable (or exercisable within 60 days). |
|
(3) |
Includes 337,095 employee stock options which are currently
exercisable (or exercisable within 60 days). |
|
(4) |
Includes 310,000 employee stock options which are currently
exercisable (or exercisable with 60 days). |
|
(5) |
Includes 32,500 shares of Common Stock issuable upon the
exercise of non-qualified options, all of which are currently
exercisable. |
|
(6) |
Includes 32,500 shares of Common Stock issuable upon the
exercise of non-qualified options, all of which are currently
exercisable. |
|
(7) |
Includes 29,500 shares of Common Stock issuable upon the
exercise of non-qualified options, all of which are currently
exercisable. |
|
(8) |
Includes 1,485,540 shares of Common Stock held by Les
Partenaires de Montréal, s.e.c. Michel Labadie is a
director of Les Partenaires de Montréal Inc., general
partner for Les Partenaires de Montréal, s.e.c. Also
includes 733,928 shares plus 160,000 shares of which
may be acquired on the exercise of warrants held by Gestion
Fremican Inc. Michel Labadie is a shareholder and director of
Gestion Fremican, Inc. Also includes 25,000 shares of
Common Stock issuable to Mr. Labadie upon the exercise of
options which are currently exercisable. |
|
(9) |
Includes 1,971,597 shares of Common Stock issuable upon the
exercise of options and warrants, which are currently
exercisable (or exercisable within 60 days). |
|
|
|
|
* |
Less than one percent of class calculated as a percentage of
issued and outstanding Common Stock and Exchangeable Shares as
of March 20, 2006. |
13
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM SERVICES AND
FEES
The Board of Directors has reappointed BDO Seidman, LLP as the
independent registered public accounting firm for the Company
and its subsidiaries for the fiscal year 2005. Representatives
of BDO Seidman, LLP are expected to be present at the Annual
Meeting of Stockholders and will be allowed to make a statement
if they wish. Additionally, they will be available to respond to
appropriate questions from stockholders during the meeting.
Aggregate fees for professional services rendered for the
Company by BDO Seidman, LLP for the years ended
December 31, 2005 and December 25, 2004, were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Audit fees
|
|
$ |
324,000 |
|
|
$ |
286,625 |
|
Audit related fees
|
|
|
50,800 |
|
|
|
31,500 |
|
Tax fees
|
|
|
60,550 |
|
|
|
79,100 |
|
All other fees
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
435,350 |
|
|
$ |
397,225 |
|
Audit fees consisted principally of professional services
rendered by BDO Seidman, LLP for the audit of our annual
financial statements for the fiscal year ended December 31,
2005 and for the reviews of the financial statements included in
our Quarterly Reports on
Form 10-Q for that
fiscal year.
Audit-related fees consisted principally of professional
services rendered for the audits of the Companys employee
benefit plans and various accounting consultations.
Tax fees consisted of services rendered in connection with the
preparation and review of federal, state, local, franchise and
other tax returns and consultations as to the tax treatment of
transactions or events and the actual and/or potential impact of
final or proposed tax laws, rules, regulations or
interpretations by tax authorities.
The Companys Audit Committee has considered whether the
non-audit services provided by the Companys auditors in
connection with the year ended December 31, 2005 were
compatible with the auditors independence.
The Company has adopted a pre-approval policy requiring that the
Audit Committee pre-approve all audit and non-audit services
performed by the Companys independent auditors. Under the
policy, some services may be pre-approved without consideration
of specific case-by-case services, while others require the
specific pre-approval of the Audit Committee. Annual audit
services are subject to the specific pre-approval of the Audit
Committee.
STOCKHOLDER PROPOSALS
Stockholder proposals submitted pursuant to
Rule 14a-8 under
the Securities Exchange Act of 1934, as amended, and intended to
be presented at the 2007 annual meeting of stockholders must be
received by us no later than December 9, 2006 for
inclusion, if appropriate, in the Companys proxy statement
and form of proxy for that meeting.
In order for a stockholder to nominate a candidate for election
as a director at the 2007 annual meeting of stockholders, a
stockholder must provide timely notice of the nomination. Such
notice must be given not less than 90 nor more than
120 days prior to the anniversary of the 2006 annual
meeting of stockholders. The stockholder must include
information about the nominee, such as his or her name, address
and occupation, all as provided by the Companys Amended
and Restated Bylaws.
In order for a stockholder to bring any other business before
the 2007 annual meeting of stockholders, the stockholder must
provide advance notice as provided in the Amended and
14
Restated Bylaws in respect of such proposal. The notice must be
given not less than 90 nor more than 120 days prior to the
anniversary date of the 2006 annual meeting of stockholders.
These time limits apply in determining whether notice is timely
for purposes of rules adopted by the Securities and Exchange
Commission relating to the exercise of discretionary voting
authority by the Companys designated proxies. The notice
must contain specific information as prescribed by the
Companys Amended and Restated Bylaws. These requirements
are separate from and in addition to those requirements imposed
by the federal securities laws concerning inclusion of a
stockholder proposal in the proxy statement and form of proxy
for the meeting.
In each case, the notice must be given to the Companys
Secretary at the Companys principal offices, 1250
Northpoint Parkway, West Palm Beach, Florida 33407. Any
stockholder desiring a copy of the Companys Amended and
Restated Certificate of Incorporation or Amended and Restated
Bylaws will be furnished a copy without charge upon written
request to the Companys Secretary.
OTHER MATTERS
As of the date hereof, the Board of Directors knows of no other
matters which are likely to be presented for consideration at
the meeting. In the event any other matters properly come before
the meeting, however, it is the intention of the persons named
in the enclosed proxy to vote said proxy in accordance with
their best judgment.
15
ANNUAL MEETING OF STOCKHOLDERS OF
HearUSA, Inc.
May 8, 2006
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
â Please detach along perforated line and mail in the envelope provided. â
n
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR
BLACK INK AS SHOWN HERE
x
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. |
|
The election of the following nominees as directors of the Company. |
|
|
|
|
2. |
|
In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting and any and all
adjournments thereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOMINEES: |
|
|
|
|
|
|
|
|
|
|
|
|
o
|
|
FOR ALL NOMINEES
|
|
¡ |
|
Paul A. Brown, M.D.
|
|
|
|
|
|
|
|
|
¡ |
|
Stephen J. Hansbrough
|
|
|
|
|
PLEASE DATE,
SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
|
o
o
|
|
WITHHOLD AUTHORITY FOR ALL NOMINEES
FOR ALL EXCEPT (See Instructions below)
|
|
¡ ¡ ¡ ¡ ¡ |
|
Thomas W. Archibald
David J. McLachlan Joseph L. Gitterman III Michel Labadie Bruce Bagni
|
|
|
|
|
REPLY ENVELOPE. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INSTRUCTION: To withhold authority to vote for any individual nominee(s),
mark FOR ALL EXCEPT and fill in the circle next to
each nominee you wish to
withhold, as shown here: = |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
To change the address on your account, please check
the box at right and indicate your new address in
the address space above. Please note
that changes
to the registered name(s) on the account may not be
submitted via this method.
|
|
o |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature
of Stockholder
|
|
Date:
|
|
Signature
of Stockholder
|
|
Date:
|
|
|
|
|
Note: |
|
Please sign exactly as your name or names appear on this Proxy.
When shares are held jointly, each holder should sign. When signing as
executor, administrator, attorney, trustee or guardian, please give full
title as such. If the signer is a corporation, please sign full corporate name
by duly authorized officer, giving full title as such. If signer is a
partnership,
please sign in partnership name by authorized person. |
n
n
1 n
HEARUSA, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING
TO BE HELD ON MAY 8, 2006
The undersigned stockholder(s) of HearUSA, Inc. ("Company") hereby appoint(s) Paul A. Brown,
M.D. and Stephen J. Hansbrough, and each of them, with full power of substitution in each,
proxies to vote all shares which the undersigned would be entitled to vote if personally present
at the Annual Meeting of Stockholders of the Company to be held in West Palm Beach, Florida on
Monday, May 8, 2006 at 9:00 A.M. Eastern Time, and any and all adjournments thereof, on the
following matters.
THE SHARES REPRESENTED HEREBY WILL BE VOTED IN ACCORDANCE WITH THE STOCKHOLDER'S DIRECTIONS
HEREIN, BUT WHERE NO DIRECTIONS ARE INDICATED, SAID SHARES WILL BE VOTED FOR THE ELECTION AS
DIRECTORS OF THE NOMINEES LISTED ON THE REVERSE SIDE, AND IN THE DISCRETION OF THE PROXIES, ON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING, ALL IN
ACCORDANCE WITH THE COMPANYS
PROXY STATEMENT, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED.
(Continued and to be signed on the reverse side)
ANNUAL MEETING OF STOCKHOLDERS OF
HearUSA, Inc.
May 8, 2006
|
|
|
|
|
|
|
PROXY VOTING INSTRUCTIONS
|
|
|
MAIL - Date, sign and mail your proxy card in the
envelope provided as soon as possible.
- or -
TELEPHONE - Call toll-free 1-800-PROXIES
(1-800-776-9437) from
any touch-tone telephone and follow the instructions.
Have your proxy card available when you call.
- OR
-
INTERNET - Access www.voteproxy.com and follow
the on-screen instructions. Have your proxy card
available when you access the web page.
|
|
|
|
|
|
|
COMPANY NUMBER
|
|
|
|
|
|
ACCOUNT NUMBER
|
|
|
|
|
|
|
|
|
|
|
|
You may enter your voting instructions at 1-800-PROXIES or www.voteproxy.com up until 11:59 PM
Eastern Time the day before the cut-off or meeting date.
â Please detach along perforated line and mail in the envelope provided IF you are not voting via
telephone or the Internet.
â
n
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR
BLACK INK AS SHOWN HERE
x
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. The election of the following nominees as directors of the Company. |
|
|
|
|
2. |
|
In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting and any and all adjournments thereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOMINEES: |
|
|
|
|
|
|
|
|
|
|
|
|
o
|
|
FOR ALL NOMINEES
|
|
¡ |
|
Paul A. Brown, M.D.
|
|
|
|
|
|
|
|
|
¡ |
|
Stephen J. Hansbrough
|
|
|
|
|
PLEASE DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE |
o
o
|
|
WITHHOLD AUTHORITY FOR ALL NOMINEES
FOR ALL EXCEPT (See Instructions below)
|
|
¡ ¡ ¡ ¡ ¡ |
|
Thomas W. Archibald
David J. McLachlan Joseph L. Gitterman III Michel Labadie Bruce Bagni
|
|
|
|
|
ENCLOSED REPLY ENVELOPE. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INSTRUCTION: To withhold authority to vote for any individual nominee(s),
mark FOR ALL EXCEPT and fill in the circle next to
each nominee you wish to
withhold, as shown here: = |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
To change the address on your account, please check
the box at right and indicate your new address in
the address space above. Please note that changes
to the registered name(s) on the account may not be
submitted via this method.
|
|
o |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature
of Stockholder
|
|
Date:
|
|
Signature
of Stockholder
|
|
Date:
|
|
|
|
|
|
Note: |
|
Please sign exactly as your name or names appear on this Proxy.
When shares are held jointly, each holder should sign. When signing as
executor, administrator, attorney, trustee or guardian, please give full
title as such. If the signer is a corporation, please sign full corporate name
by duly authorized officer, giving full title as such. If signer is a partnership,
please sign in partnership name by authorized person. |
n
n