Filed
by the Registrant x
|
|
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))
|
x
|
Definitive
Proxy Statement
|
o
|
Definitive
Additional Materials
|
o
|
Soliciting
Material Pursuant to §240.14a-12
|
Harris
& Harris Group, Inc.
|
||
(Name
of Registrant as Specified In Its Charter)
|
||
|
||
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
|
||
|
||
Payment
of Filing Fee (Check the appropriate box):
|
||
x
|
No
fee required.
|
|
o
|
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:
|
|
|
|
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.
|
|
|
(1)
|
Amount
Previously Paid:
|
|
|
|
|
(2)
|
Form,
Schedule or Registration Statement No.:
|
|
|
|
|
(3)
|
Filing
Party:
|
|
|
|
|
(4)
|
Date
Filed:
|
|
|
|
1.
|
To
elect 12 directors of the Company to hold office until the next annual
meeting of shareholders or until their respective successors have
been
duly elected and qualified;
|
2.
|
To
ratify, confirm and approve the Audit Committee’s selection of
PricewaterhouseCoopers LLP as the independent registered public accountant
for the fiscal year ending December 31, 2007;
and
|
3.
|
To
transact such other business as may properly come before the meeting
or
any postponement or adjournments
thereof.
|
By
Order of the Board of Directors
|
||
|
|
|
April 2, 2007 | /s/ Susan T. Harris | |
New York, New York |
Susan T. Harris |
|
Secretary
|
1.
|
To
elect 12 directors of the Company to hold office until the next annual
meeting of shareholders or until their respective successors have
been
duly elected and qualified ("Election of Directors
Proposal");
|
2.
|
To
ratify, confirm and approve the Audit Committee’s selection of
PricewaterhouseCoopers LLP as the independent registered public accountant
for the fiscal year ending December 31, 2007 ("Ratification of Auditor
Proposal"); and
|
3.
|
To
transact such other business as may properly come before the meeting
or
any postponement or adjournments
thereof.
|
Name
and Address of Beneficial Owner
|
Amount
and Nature of Beneficial Ownership
|
Percentage
of Outstanding Common Shares Owned
|
|||||
Independent
Directors:
|
|||||||
W.
Dillaway Ayres, Jr.
|
0
|
*
|
|||||
Dr.
C. Wayne Bardin
|
26,112(1)
|
|
*
|
||||
Dr.
Phillip A. Bauman
|
26,153(2)
|
|
*
|
||||
G.
Morgan Browne
|
32,902
|
*
|
|||||
Dugald
A. Fletcher
|
18,824
|
*
|
|||||
Mark
A. Parsells
|
3,909(3)(4)
|
|
*
|
||||
Charles
E. Ramsey
|
31,018
|
*
|
|||||
James
E. Roberts
|
20,426
|
*
|
|||||
Richard
P. Shanley
|
0
|
*
|
|||||
Interested
Directors:
|
|||||||
Charles
E. and Susan T. Harris
|
1,069,254(5)
|
|
5.0
|
||||
Kelly
S. Kirkpatrick
|
6,035
|
*
|
|||||
Lori
D. Pressman
|
6,532
|
*
|
|||||
Executive
Officers:
|
|||||||
Alexei
A. Andreev
|
2,556(6)
|
|
*
|
||||
Mary
P. Brady
|
0(7)
|
|
*
|
||||
Patricia
N. Egan
|
0(8)
|
|
*
|
||||
Sandra
M. Forman
|
1,849(9)
|
|
*
|
||||
Douglas
W. Jamison
|
10,511(10)
|
|
*
|
||||
Daniel
V. Leff
|
3,326(11)
|
|
*
|
||||
Daniel
B. Wolfe
|
1,219(12)
|
|
*
|
||||
All
directors and executive officers as a
group (19 persons)
|
1,260,626
|
6.0
|
(1) |
Includes
5,441 shares owned by Bardin LLC for the Bardin LLC Profit-Sharing
Keogh.
|
(2) |
Includes
5,637 shares owned by Ms. Milbry C. Polk, Dr. Bauman’s wife; 100 shares
owned by Adelaide Polk-Bauman, Dr. Bauman’s daughter; 100 shares owned by
Milbry Polk-Bauman, Dr. Bauman’s daughter; and 100 shares owned by Mary
Polk-Bauman, Dr. Bauman’s daughter. Ms. Milbry C. Polk is the custodian
for the accounts of the three
children.
|
(3) |
All
shares are owned jointly with Mr. Parsells'
wife.
|
(4) |
Mr.
Parsells will not stand for
re-election.
|
(5) |
Includes
1,039,559 shares owned by Mrs. Harris, our Corporate Secretary, and
29,695
shares owned by Mr. Harris. Mr. Harris also has the right to exercise
221,330 fully vested options to purchase
shares.
|
(6) |
Mr.
Andreev also has the right to exercise 130,316 fully vested options
to
purchase shares.
|
(7) |
Ms.
Brady has the right to exercise 14,695 fully vested options to purchase
shares.
|
(8) |
Ms.
Egan has the right to exercise 20,872 fully vested options to purchase
shares.
|
(9) |
Includes
250 shares owned by Edward Forman, Ms. Forman’s husband, and 270 shares
owned jointly with Edward Forman. Ms. Forman also has the right to
exercise 69,543 fully vested options to purchase
shares.
|
(10) |
Mr.
Jamison also has the right to exercise 86,006 fully vested options
to
purchase shares.
|
(11) |
Includes
300 shares owned jointly with Elaine Leff, Mr. Leff’s wife. Mr. Leff also
has the right to exercise 127,846 fully vested options to purchase
shares.
|
(12) |
Mr.
Wolfe also has the right to exercise 54,653 fully vested options
to
purchase shares.
|
Name
of Director or Nominee
|
Dollar
Range of Equity Securities
Beneficially
Owned (1)(2)(3)
|
|
Independent
Directors
|
||
W.
Dillaway Ayres, Jr.
|
None
|
|
Dr.
C. Wayne Bardin
|
Over
$100,000
|
|
Dr.
Phillip A Bauman
|
Over
$100,000
|
|
G.
Morgan Browne
|
Over
$100,000
|
|
Dugald
A. Fletcher
|
Over
$100,000
|
|
Mark
A. Parsells
|
$10,001-$50,000
|
|
Charles
E. Ramsey
|
Over
$100,000
|
|
James
E. Roberts
|
Over
$100,000
|
|
Richard
P. Shanley
|
None
|
|
Interested
Directors
|
||
Charles
E. Harris (4)
|
Over
$100,000
|
|
Douglas
W. Jamison(4)
|
Over
$100,000
|
|
Kelly
S. Kirkpatrick (5)
|
$50,001
- $100,000
|
|
Lori
D. Pressman (5)
|
$50,001
- $100,000
|
(1) |
Beneficial
ownership has been determined in accordance with Rule 16a-1(a)(2)
of the
1934 Act.
|
(2) |
The
dollar ranges are: none, $1-$10,000, $10,001-$50,000, $50,001-$100,000
and
over $100,000.
|
(3) |
The
dollar ranges are based on the price of the equity securities as
of March
13, 2007.
|
(4) |
Denotes
an individual who is an "interested person" as defined in the 1940
Act.
|
(5) |
Denotes
an individual who may be considered an "interested person" because
of
consulting work performed for us.
|
Executive
|
Audit
|
Compensation
|
||
Charles
E. Harris (1)
|
Dugald
A. Fletcher (1)
|
James
E. Roberts (1)
|
||
Dr.
C. Wayne Bardin
|
W.
Dillaway Ayres
|
Dr.
Phillip A. Bauman
|
||
G.
Morgan Browne
|
G.
Morgan Browne
|
Dugald
A. Fletcher
|
||
Charles
E. Ramsey
|
James
E. Roberts
|
Charles
E. Ramsey
|
||
Richard
P. Shanley
|
Nominating
|
Valuation
|
Independent
Directors
|
||
Dr.
C. Wayne Bardin (1)
|
G.
Morgan Browne (1)
|
Dugald
A. Fletcher
(1)
|
||
W.
Dillaway Ayres
|
W.
Dillaway Ayres
|
W.
Dillaway Ayres
|
||
Dr.
Phillip A. Bauman
|
Dr.
C. Wayne Bardin
|
Dr.
C. Wayne Bardin
|
||
Richard
P. Shanley
|
Dr.
Phillip A. Bauman
|
Dr.
Phillip A. Bauman
|
||
Dugald
A. Fletcher
|
G.
Morgan Browne
|
|||
Charles
E. Ramsey
|
Charles
E. Ramsey
|
|||
James
E. Roberts
|
James
E. Roberts
|
|||
Richard
P. Shanley
|
Richard
P. Shanley
|
(1) |
Denotes
the Chairman of the Committee.
|
· |
Reviewing
provisions of the Harris & Harris Group, Inc. Equity Incentive Plan,
which was presented to shareholders for approval in 2006;
|
· |
Reviewing
the Company’s competitive market data with respect to private venture
capital firms, public companies with similar market capitalizations
and
compliance professionals;
|
· |
Providing
recommendations for the option awards granted to employees in 2006;
and
|
· |
Reviewing
the CD&A.
|
· |
The
name of the shareholder and evidence of the person's ownership of
shares
of the Company, including the number of shares owned and the length
of
time of ownership;
|
· |
The
name of the candidate, the candidate's resume or a listing of his
or her
qualifications to be a director of the Company and the person's consent
to
be named as a director if selected by the Nominating Committee and
nominated by the Board; and
|
· |
If
requested by the Nominating committee, a completed and signed director's
questionnaire.
|
· |
attract,
motivate and retain employees by providing market-competitive compensation
while preserving company resources;
|
· |
maintain
our leadership position as a venture capital firm specializing in
tiny
technology; and
|
· |
align
management's interests with shareholders' interests.
|
Year
of Vesting
|
||||||||
Expiration
Date of Options
|
2006
|
2007
|
2008
|
|||||
10
Yr NQSO (vest 33% on 12/26/06, 33% vest on 6/26/07, and 33% on 6/26/08)
|
6/26/2016
|
230,000
|
230,000
|
230,000
|
||||
10
Yr ISO (vest 33% on 12/26/06, 33% vest on 6/26/07, and 33% on 6/26/08)
|
6/26/2016
|
9,891
|
9,891
|
9,891
|
||||
|
||||||||
NQSO-
1 Yr
|
||||||||
100%
vested on 12/26/06
|
6/26/2007
|
200,327
|
||||||
|
|
|||||||
NQSO
2 Yr
|
|
|||||||
50%
vest on 6/26/07
|
6/26/2008
|
20,000
|
|
|||||
50%
vest on 12/26/07
|
6/26/2008
|
20,000
|
|
|||||
|
|
|
||||||
NQSO
- 3 Yr
|
|
|||||||
33%
vest on 6/26/07
|
6/26/2009
|
13,334
|
|
|||||
33%
vest on 6/26/08
|
6/26/2009
|
13,333
|
||||||
33%
vest on 12/26/08
|
6/26/2009
|
13,333
|
Ownership
Level
|
||||
CEO
|
$
|
6,000,000
|
||
Managing
Directors
|
$
|
1,500,000
|
||
Other
Deal Team Members (including General Counsel)
|
$
|
1,000,000
|
||
Other
Officers
|
1
X Base Salary
|
Name
and Principal Position
|
Year
|
Salary
($)
|
Option
Awards(1)
($)
|
Non-Equity
Incentive Plan Compensation (2)
($)
|
Change
in Pension Value and Nonqualified Compensation Earnings(3)
($)
|
All
Other Compensation
($)(4)(
(6)
|
Total
($)
|
|||||||||||||||
Charles
E. Harris
Chairman
of the Board,
Chief
Executive Officer, Managing Director(5)
|
2006
|
300,000
|
2,034,482
|
29,067
|
168,677
|
405,628
|
2,937,854
|
|||||||||||||||
Douglas
W. Jamison
President,
Chief Operating Officer, Chief Financial Officer, Managing Director,
Former Vice President
|
2006
|
262,000
|
668,677
|
3,957
|
—
|
15,000
|
949,634
|
|||||||||||||||
Daniel
V. Leff
Managing
Director, Executive Vice President
|
2006
|
262,000
|
668,677
|
3,674
|
—
|
15,000
|
949,351
|
|||||||||||||||
Alexei
A. Andreev
Managing
Director, Executive Vice President
|
2006
|
262,000
|
668,677
|
0
|
—
|
15,000
|
945,677
|
|||||||||||||||
Sandra
M. Forman, Esq.
General
Counsel, Chief Compliance Officer, Director of Human
Resources
|
2006
|
215,000
|
381,595
|
1,580
|
—
|
15,000
|
613,175
|
(1) |
The
figures in this column do not represent amounts actually paid to
the named
executive officers, but represent the aggregate dollar amount of
compensation cost over the requisite service period under FAS 123(R).
We
use the Black-Scholes model to calculate compensation cost under
FAS
123(R). You may find more information about the assumptions we use
in the
Black-Scholes model under "Incentive Compensation Plans - Equity
Incentive
Plan."
|
(2) |
These
amounts represent the actual amounts earned as a result of realized
gains
during the year ended December 31, 2005, and paid out in 2007, under
the
Harris & Harris Group Employee Profit-Sharing Plan. You may find more
information on our Employee Profit-Sharing Plan under "Incentive
Compensation Plans." These amounts are in addition to the $1,107,088
for
Mr. Harris, $165,308 for Mr. Jamison, $153,514 for Mr. Leff and $62,685
for Ms. Forman reported in the 2005 proxy and were determined in
2006
based on the finalization of our 2005 tax
returns.
|
(3) |
Change
in Pension Value and Non-Qualified Compensation earnings for Mr.
Harris
includes earnings on his SERP and an actuarial increase in his pension
obligation of $54,692.
|
(4) |
The
amounts reported for Mr. Harris represent actual amounts of benefits
paid
or payable including personal use of an automobile totaling $10,252,
membership in a private club totaling $10,951, membership in a health
club
and use of a trainer totaling $13,717, medical care reimbursement,
consultation with a financial planner totaling $25,463, long-term
disability insurance, group term-life insurance, long-term care insurance
for him and his wife and $20,000 in employer contributions to the
Harris
& Harris Group, Inc. 401(k) Plan. It also includes the employer
contribution to his SERP totaling
$300,000.
|
(5)
|
In
2006, Mr. Harris's wife received compensation of $21,000 for serving
as
our Secretary.
|
(6) |
Except
for Mr. Harris (see footnote 4 above), amounts reported represent
our
contributions on behalf of the named executive to the Harris & Harris
Group, Inc. 401(k) Plan. The named executive did not earn any other
compensation reportable in this column that met the threshold reporting
requirements
|
Weighted
|
||||||||||||||||||||||
Average
|
||||||||||||||||||||||
Number
|
Fair
|
|||||||||||||||||||||
of
|
Expected
|
Expected
|
Expected
|
Risk-free
|
Value
|
|||||||||||||||||
Options
|
Term
|
Volatility
|
Dividend
|
Interest
|
Per
Option
|
|||||||||||||||||
Type
of Award
|
Term
|
Granted
|
in
Yrs
|
Factor
|
Yield
|
Rates
|
Share
|
|||||||||||||||
Non-qualified
stock options
|
1
Year
|
1,001,017
|
0.75
|
37.4%
|
|
0%
|
|
5.16%
|
|
$
|
1.48
|
|||||||||||
Non-qualified
stock options
|
2
Years
|
815,000
|
1.625
|
45.2%
|
|
0%
|
|
5.12%
|
|
$
|
2.63
|
|||||||||||
Non-qualified
stock options
|
3
Years
|
659,460
|
2.42
|
55.7%
|
|
0%
|
|
5.09%
|
|
$
|
3.81
|
|||||||||||
Non-qualified
stock options
|
10
Years
|
690,000
|
5.75
|
75.6%
|
|
0%
|
|
5.08%
|
|
$
|
6.94
|
|||||||||||
Incentive
stock options
|
10
Years
|
792,806
|
7.03
|
75.6%
|
|
0%
|
|
5.08%
|
|
$
|
7.46
|
|||||||||||
Total
|
3,958,283
|
$
|
4.25
|
Name
|
Grant
Date
|
All
Other Stock Awards: Number of Shares of Stock or Units (#)
|
All
Other Option Awards: Number of Securities Underlying Options
(#)
|
Exercise
or Base Price of Option Awards ($/Sh)
|
Grant
Date Fair Value of Stocks and Options Awards
|
|||||||||||
Charles
E. Harris
|
June
26, 2006
|
N/A
|
1,000,000
|
$
|
10.11
|
$
|
5,565,835
|
|||||||||
Douglas
W. Jamison
|
June
26, 2006
|
N/A
|
640,000
|
$
|
10.11
|
$
|
2,068,754
|
|||||||||
Daniel
V. Leff
|
June
26, 2006
|
N/A
|
640,000
|
$
|
10.11
|
$
|
2,068,754
|
|||||||||
Alexei
A. Andreev
|
June
26, 2006
|
N/A
|
640,000
|
$
|
10.11
|
$
|
2,068,754
|
|||||||||
Sandra
M. Forman
|
June
26, 2006
|
N/A
|
375,000
|
$
|
10.11
|
$
|
1,387,384
|
Option
Awards
|
||||||||||||||||
Name
|
Number
of Securities Underlying Unexercised Options Exercisable(1)
(#)
|
Number
of Securities Underlying Unexercised Options Unexercisable
(#)
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised,
Unearned Options (#)
|
Option
Exercise Price ($)
|
Option
Expiration Date
|
|||||||||||
Charles
E. Harris
|
146,614
|
0
|
0
|
$
|
10.11
|
June
26, 2007
|
||||||||||
2,977
|
19,782
|
(2)
|
0
|
$
|
10.11
|
June
26, 2016
|
||||||||||
230,000
|
460,000
|
(2)
|
0
|
$
|
10.11
|
June
26, 2016
|
||||||||||
0
|
40,000
|
(3)
|
0
|
$
|
10.11
|
June
26, 2008
|
||||||||||
0
|
40,000
|
(4)
|
0
|
$
|
10.11
|
June
26, 2009
|
||||||||||
Douglas
W. Jamison
|
138,068
|
0
|
0
|
$
|
10.11
|
June
26, 2007
|
||||||||||
7,936
|
79,128
|
(5)
|
0
|
$
|
10.11
|
June
26, 2016
|
||||||||||
0
|
190,000
|
(3)
|
0
|
$
|
10.11
|
June
26, 2008
|
||||||||||
0
|
160,000
|
(4)
|
0
|
$
|
10.11
|
June
26, 2009
|
||||||||||
Daniel
V. Leff
|
200,981
|
0
|
0
|
$
|
10.11
|
June
26, 2007
|
||||||||||
9,891
|
79,128
|
(5)
|
0
|
$
|
10.11
|
June
26, 2016
|
||||||||||
0
|
190,000
|
(3)
|
0
|
$
|
10.11
|
June
26, 2008
|
||||||||||
0
|
160,000
|
(4)
|
0
|
$
|
10.11
|
June
26, 2009
|
||||||||||
Alexei
A. Andreev
|
147,268
|
0
|
0
|
$
|
10.11
|
June
26, 2007
|
||||||||||
7,975
|
79,128
|
(5)
|
0
|
$
|
10.11
|
June
26, 2016
|
||||||||||
0
|
190,000
|
(3)
|
0
|
$
|
10.11
|
June
26, 2008
|
||||||||||
0
|
160,000
|
(4)
|
0
|
$
|
10.11
|
June
26, 2009
|
||||||||||
Sandra
M. Forman
|
60,981
|
0
|
0
|
$
|
10.11
|
June
26, 2007
|
||||||||||
8,562
|
79,128
|
(5)
|
0
|
$
|
10.11
|
June
26, 2016
|
||||||||||
0
|
110,000
|
(3)
|
0
|
$
|
10.11
|
June
26, 2008
|
||||||||||
0
|
75,000
|
(4)
|
0
|
$
|
10.11
|
June
26, 2009
|
(1) |
Options
vested on December 26, 2006.
|
(2) |
Remaining
options vest in two equal installments on June 26, 2007, and June
26,
2008.
|
(3) |
Remaining
options vest in two equal installments on June 26, 2007, and December
26,
2007.
|
(4) |
Remaining
options vest in three equal installments on June 26, 2007, June 26,
2008,
and December 26, 2008.
|
(5) |
Remaining
options vest in eight equal installments on June 26, 2007, June 26,
2008,
June 26, 2009, June 26, 2010, June 26, 2011, June 26, 2012, June
26, 2013,
and June 26, 2014.
|
Option
Awards
|
||||
Name
|
Number
of Shares Acquired on Exercise
(#)
|
Value
Realized on Exercise
($)
|
||
Charles
E. Harris
|
60,627
|
132,045
|
||
Douglas
W. Jamison
|
64,868
|
140,090
|
||
Daniel
V. Leff
|
0
|
0
|
||
Alexei
A. Andreev
|
55,629
|
121,250
|
||
Sandra
M. Forman
|
41,329
|
92,132
|
Name
|
Plan
Name
|
Number
of Years Credited Service
(#)
|
Present
Value of Accumulated Benefits
($)
|
Payments
During Last Fiscal Year
($)
|
||||
Charles
E. Harris
|
Executive
Mandatory Retirement Plan
|
23
|
138,857
|
0
|
||||
Douglas
W. Jamison
|
Executive
Mandatory Retirement Plan
|
2
|
0
|
0
|
Name
|
Executive
Contributions in Last FY
($)
|
Registrant
Contribution in Last FY(2)
($)
|
Aggregate
Earnings in Last FY
($)
|
Aggregate
Withdrawals/
Distributions
($)
|
Aggregate
Balance at Last FYE
($)
|
|||||
Charles
E. Harris(1)
|
0
|
300,000
|
113,985
|
0
|
2,149,785
|
(1) |
The
$300,000 employer contribution and $113,985 of earnings are included
in
the Summary Compensation Table under "All Other Compensation" and
"Non-Qualified Compensation Earnings,"
respectively.
|
Name
of Director
|
Fees
Earned or Paid in Cash ($)
|
All
Other Compensation ($)
|
Total
($)
|
|||||||
Independent
Directors:
|
||||||||||
W.
Dillaway Ayres, Jr.
|
1,450
|
0
|
1,450
|
|||||||
Dr.
C. Wayne Bardin
|
33,000
|
0
|
33,000
|
|||||||
Dr.
Phillip A. Bauman
|
43,500
|
0
|
43,500
|
|||||||
G.
Morgan Browne
|
34,500
|
0
|
34,500
|
|||||||
Dugald
A. Fletcher
|
36,000
|
0
|
36,000
|
|||||||
Mark
A. Parsells
|
43,500
|
0
|
43,500
|
|||||||
Charles
E. Ramsey
|
33,000
|
0
|
33,000
|
|||||||
James
E. Roberts
|
43,500
|
0
|
43,500
|
|||||||
Richard
P. Shanley
|
0
|
0
|
0
|
|||||||
Interested
Directors:
|
||||||||||
Charles
E. Harris
|
0
|
0
|
(1)
|
0
|
||||||
Kelly
S. Kirkpatrick
|
19,500
|
3,000
|
(2)
|
22,500
|
||||||
Lori
D. Pressman
|
19,500
|
39,836
|
(3)
|
59,336
|
(1) |
Mr.
Harris does not receive additional compensation as a Director. Refer
to
the "2006 Summary of Compensation Table" for details of Mr. Harris's
compensation.
|
(2) |
Represents $3,000
for consulting services. Ms. Kirkpatrick may be considered an "interested
person" because of consulting work performed for
us.
|
(3) |
Represents $39,836
for consulting services. Ms. Pressman may be considered an "interested
person" because of consulting work performed for
us.
|
By
Order of the Board of Directors
|
||
|
|
|
New York, New York | /s/ Susan T. Harris | |
April 2, 2007 |
Susan T. Harris |
|
Secretary
|
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS AND
“FOR” PROPOSAL 2.
PLEASE
SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR
VOTE IN BLUE OR BLACK INK AS SHOWN HERE. x
|
FOR
o
|
AGAINST
o
|
ABSTAIN
o
|
||||||
1. Election of Directors: |
2.
To ratify, confirm and approve the Audit Committee's selection
of
PricewaterhouseCoopers LLP as the independent registered
public accountant
for the fiscal year ending December 31, 2007.
|
|||||||
|
||||||||
NOMINEES:
|
At
their discretion, the Proxies are authorized to vote upon
such other
business, including
postponements or adjournments, as may properly come before
the
meeting or
any postponements or adjournments thereof.
|
|||||||
o |
FOR
ALL NOMINEES
|
O
|
W.
DILLAWAYAYRES, JR
|
|
||||
O
|
DR.
C. WAYNE BARDIN
|
Sign,
Date and Return the Proxy Card Promptly Using the Enclosed
Envelope.
|
||||||
o |
WITHHOLD
AUTHORITY
|
O
|
DR.
PHILLIP A. BAUMAN
|
|
||||
FOR
ALL NOMINEES
|
O
|
G.
MORGAN BROWNE
|
|
|||||
O
|
DUGALD
A. FLETCHER
|
|||||||
o |
FOR
ALL EXCEPT
|
O
|
DOUGLAS
W. JAMISON
|
|
||||
(See
instructions below)
|
O
|
CHARLES
E. HARRIS
|
||||||
O
|
DR.
KELLY S. KIRKPATRICK
|
|||||||
O
|
LORI
D. PRESSMAN
|
|||||||
O
|
CHARLES
E. RAMSEY
|
|||||||
O
|
JAMES
E. ROBERTS
|
|||||||
O
|
RICHARD
P. SHANLEY
|
|||||||
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: l
|
||||||||
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.
|
|