£
|
Preliminary
Proxy Statement
|
£
|
Confidential,
For Use Of The Commission Only (as Permitted By Rule
14a-6(e)(2))
|
S
|
Definitive
Proxy Statement
|
£
|
Definitive
Additional Materials
|
£
|
Soliciting
Material Pursuant to Sec.240.14a-12
|
CLEAN
DIESEL TECHNOLOGIES, INC.
|
(Name of Registrant
as Specified In Its Charter)
|
(Name of Person(s)
Filing Proxy Statement, if other than the
Registrant)
|
S
|
No
fee required.
|
£
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
|
1)
|
Title
of each class of securities to which transaction
applies:
|
|
2)
|
Aggregate
number of securities to which transaction
applies:
|
|
3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was
determined):
|
|
4)
|
Proposed
maximum aggregate value of
transaction:
|
|
5)
|
Total
fee paid:
|
£
|
Fee
paid previously with preliminary
materials.
|
£
|
Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
|
|
1)
|
Amount
Previously Paid:
|
|
2)
|
Form,
Schedule or Registration Statement
No.:
|
|
3)
|
Filing
Party:
|
|
4)
|
Date
Filed:
|
|
1.
|
To
elect six (6) directors;
|
|
2.
|
To
ratify the appointment of Eisner LLP as independent auditors for the year
2008; and
|
|
3.
|
To
transact any other business that may properly come before the meeting or
any adjournment.
|
1.
|
ELECTION
OF DIRECTORS
|
Name
|
Age
|
Director
Since
|
||
John
A. de Havilland
|
70
|
1994
|
||
Derek
R. Gray
|
74
|
1998
|
||
Charles
W. Grinnell
|
71
|
1994
|
||
John
J. McCloy II
|
70
|
2005
|
||
David
F. Merrion
|
71
|
2006
|
||
Bernhard
Steiner
|
59
|
2004
|
2.
|
APPOINTMENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
|
2007
|
2006
|
|||||||
Audit
Fees
|
$ | 195,000 | $ | 61,000 | ||||
Audit-Related
Fees
|
44,000 |
─
|
||||||
Tax
Fees
|
─
|
─
|
||||||
All
Other Fees
|
─
|
─
|
||||||
$ | 239,000 | $ | 61,000 |
Percentage
|
||||||||
Beneficial
Owner
|
Beneficially
|
|||||||
Name and Address (1)
|
No. of Shares (2)(3)
|
Owned (4)
|
||||||
Channel
Hotels and Properties Limited (3)
|
387,638 | 4.8 | % | |||||
Udaset
Holdings Limited
|
302,294 | 3.7 | % | |||||
Kanis
SA
|
343,769 | 4.2 | % | |||||
Positive
Securities Limited (David M. Hunter) (3)
|
422,761 | 5.2 | % | |||||
Fuel
Tech, Inc. (2)(3)
|
370,023 | 4.5 | % | |||||
Waltham Forest
Friendly Society (2)(3)
|
344,892 | 4.2 | % | |||||
Ruffer
LLP (3)
|
1,215,874 | 14.9 | % | |||||
Hawkwood
Fund Limited (3)
|
458,148 | 5.6 | % | |||||
Duckworth Esq.
|
400,000 | 4.9 | % | |||||
Ram
Ltd.
|
295,139 | 3.6 | % | |||||
Avenir
Finances S.A.
|
450,000 | 5.5 | % | |||||
Directors
and Named Executive Officers
|
||||||||
Walter G. Copan (2)
|
40,894 | * | ||||||
John
A. de Havilland (2)
|
56,551 | * | ||||||
Derek
R. Gray (2)
|
216,421 | 2.6 | % | |||||
Charles W. Grinnell (2)
|
50,713 | * | ||||||
John J. McCloy II (2)
|
32,444 | * | ||||||
David F. Merrion (2)
|
23,000 | * | ||||||
Timothy Rogers (2)
|
41,740 | * | ||||||
Bernhard
Steiner (2)
|
131,090 | 1.6 | % | |||||
Ann
B. Ruple (2)
|
15,754 | * | ||||||
All
Directors and Officers as a Group (9 persons) (2)
|
608,607 | 7.1 | % |
(1)
|
The
address of Channel Hotels and Properties Limited is Gouray Lodge, Le Mont
de Gouray, Grouville, Jersey, Channel Islands JE3 9GH; of Udaset Holdings
Limited is Lord Coutanche House, 62-68 Esplanade Street, St. Helier,
Jersey, Channel Islands JE4 5PS; of Kanis SA, c/o SG Associates, Ltd., 82Z
Portland Place, London W1B 1NS, U.K.; of Positive Securities Limited
is 31, The Parade, St. Helier, Jersey, Channel Islands JE2 3QQ; of Fuel
Tech, Inc. is 512 Kingsland Drive, Batavia IL 60510; of Waltham Forest
Friendly Society is Key House, 342 Hoe Street, Walthamstow, London E17
9XP, U.K.; of Ruffer LLP is 80 Queen Victoria Street, London
SW1E 52C; and of Hawkwood Fund Management and of Duckworth Esq. is
The Jersey Trust Company, Elizabeth House, 9 Castle Street, St. Helier,
Jersey, Channel Islands JE4 2QP; of Ram Ltd. is 82Z Portland Place, London
W1B 1NS, U.K.; of Avenir Finances S.A. is Channel House, Forest Lane,
St. Peter Port, Guernsey GY1 4HL, U.K.; the address of directors and Named
Executive Officers is c/o Clean Diesel Technologies, Inc., Suite 702, 300
Atlantic Street, Stamford, Connecticut
06901.
|
(2)
|
In
addition to shares issued and outstanding, includes shares subject to
options or warrants exercisable within 60 days for Channel Hotels and
Properties Limited, 2,445 shares; Udaset Holdings Limited, 1,164 shares;
Kanis SA, 4,249 shares; Positive Securities Limited, 10,328 shares;
Waltham Forest Friendly Society, 5,000 shares; Fuel Tech, Inc., 5,000
shares; Ram Ltd., 2,630 shares; Dr. Copan, 35,833 shares; Mr. de
Havilland, 43,263 shares; Mr. Rogers, 41,000 shares; Dr. Steiner, 97,000
shares; Mr. Gray, 71,450 shares; Mr. Grinnell, 44,833 shares; Mr. McCloy,
25,000 shares; Mr. Merrion, 23,000 shares; Ms. Ruple, 13,334 shares; and,
for all directors and officers as a group, 394,713 shares. The
amount for Mr. de Havilland and for directors and officers as a group does
not include 8,026 shares owned by Mr. de Havilland’s adult children as to
which he disclaims beneficial
ownership.
|
(3)
|
To
our knowledge the directors and Named Executive Officers hold sole
beneficial ownership and investment power over the shares reported; Fuel
Tech, Inc. has sole beneficial ownership and investment power over its
shareholdings; and the remaining beneficial owners have at least shared
investment power over their
shareholdings.
|
(4)
|
The
percentages are percentages of outstanding stock and have been calculated
by including warrants and options exercisable within 60 days by the
respective stockholders. In addition, 3% rather than 5% is
presented in accordance with standard U.K. practice due to our listing on
the Alternative Investment Market of the London Stock
Exchange.
|
|
·
|
to
ensure that we remain as a market leader in the development of innovative,
technical solutions;
|
|
·
|
to
attract, engage and retain top talent that ensures the achievement of
business goals, strategies and
objectives;
|
|
·
|
to
support an integrated team-oriented philosophy;
and
|
|
·
|
to
provide stockholders with a superior rate of
return.
|
|
·
|
the
executive’s compensation relative to other
officers;
|
|
·
|
recent
and expected performance of the
executive;
|
|
·
|
our
recent and expected overall performance;
and
|
|
·
|
our
overall budget for base salary
increases.
|
|
·
|
Participation
in the incentive program was limited to managers and provides for
executive managers other than Bernhard
Steiner.
|
1.
|
If
the above referenced budgeted revenue is attained, then a bonus of 25% of
Target is payable.
|
2.
|
If
the price per share of the Company’s Common Stock shall be in excess of
$10.00 (adjusted for the reverse stock split) on June 30, 2007, then a
bonus of 25% of Target is payable.
|
3.
|
If
the price per share of the Company’s Common Stock shall be in excess of
$12.50 per share (adjusted for the reverse stock split) on December 28,
2007, then a bonus of 25% of Target is
payable.
|
4.
|
If
the Company’s Common Stock shall be listed on a recognized U.S. stock
exchange during 2007, then a bonus of 25% of Target is
payable.
|
|
2006
|
|
·
|
Participation
in the incentive program was limited to
managers.
|
|
·
|
For
every dollar of salary reduction under the salary reduction program
described above, the participant would have the opportunity to recover
that reduction by a cash bonus payable on the attainment of progress
toward the U.S. and International sales goals for 2006. 25% of
the bonus could be earned by meeting thresholds within the sales targets
and the balance on meeting personal goals agreed by the relevant manager
and approved by the Chief Executive Officer. Reduced salaries
could be made good on attaining 65% of targets, another incremental amount
almost equal to the salary reduction could be earned, if the revenue
targets are attained, and, if revenues were to reach 150% of the target,
an amount approaching three times the salary reduction could be
earned.
|
|
·
|
In
2006, the financial metrics set for that year’s bonus program were not
achieved, and, accordingly, awards were not made to participants in the
MIP. A limited number of employees, however, did receive cash
bonuses awarded in the Committee’s business judgment on an individual
performance basis, principally related to our success in the 2006 fund
raising effort and also with respect to individual efforts related to our
technologies. The individual performance awards to the Named
Executive Officers are set out in the “Bonus” column of the Summary
Compensation Table below. The Committee’s approval of specific
bonus payments to individual employees was based on several
considerations, including the employee’s base salary and specific
identifiable achievements. The 2006 bonus for Dr. Steiner was
principally based on the Committee’s evaluation of the value to Clean
Diesel arising from Dr. Steiner’s efforts in the 2006 fund raising
program.
|
Name
and Principal Position
|
Year
|
Salary
|
Bonus
(1)
|
Option
Awards
(2)
|
Non-Equity
Incentive Plan Compensation ($) (3)
|
All
Other Compensation
(4)
|
Total
|
|||||||||||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
|||||||||||||||||||
Bernhard
Steiner
|
2007
|
$ | 260,103 |
$
|
─
|
$ | 816,807 | $ | 144,487 | $ | 70,230 | $ | 1,291,627 | |||||||||||||
President
and
Chief
Executive Officer
|
2006
|
$ | 222,172 | $ | 67,585 |
$
|
─
|
$
|
─
|
$ | 66,269 | $ | 356,026 | |||||||||||||
Ann
B. Ruple (5)
|
2007
|
$ | 158,300 | $ | 10,000 | $ | 297,920 | $ | 35,844 | $ | 25,616 | $ | 527,680 | |||||||||||||
Vice
President, Treasurer
and
Chief Financial Officer
|
2006
|
$ | 8,247 |
$
|
─
|
$ | 73,888 |
$
|
─
|
$
|
─
|
$ | 82,135 | |||||||||||||
Timothy
Rogers
|
2007
|
$ | 258,695 |
$ ─
|
$ | 324,514 | $ | 60,032 | $ | 33,401 | $ | 676,642 | ||||||||||||||
Executive
Vice President
International
|
2006
|
$ | 227,096 | $ | 19,643 |
$
|
─
|
$
|
─
|
$
|
─
|
$ | 246,739 | |||||||||||||
Walter
G. Copan
|
2007
|
$ | 204,124 | $ | 10,000 | $ | 377,304 | $ | 46,134 | $ | 56,135 | $ | 693,697 | |||||||||||||
Executive
Vice President
North
America and Chief
Technical
Officer
|
2006
|
$ | 195,000 | $ | 25,000 |
$
|
─
|
$
|
─
|
$ | 27,446 | $ | 247,446 | |||||||||||||
R.
Glen Reid (5)
|
2007
|
$ | 163,797 |
$
|
─
|
$ | 45,342 |
$
|
─
|
$ | 28,144 | $ | 237,283 | |||||||||||||
Former
Vice President,
Sales
and Marketing
|
2006
|
$ | 163,797 |
$
|
─
|
$
|
─
|
$
|
─
|
$ | 27,304 | $ | 191,101 |
(1)
|
These
bonus payments were for personal performance. See Note
3. Salary and incentive payments to Dr. Steiner and Mr. Rogers
were paid in euros and sterling, respectively, and were valued by the
dollar conversion rate for those currencies as reported in the Wall Street
Journal with respect to banking transactions of $1 million or more as of
the date accrued.
|
(2)
|
The
option awards for 2007 and 2006 do not represent cash paid to the
optionees. The dollar amounts reflect the aggregate grant date
fair value in accordance with SFAS No. 123R. The methodology of
and all assumptions made in the valuation of these option awards are
disclosed in Note 7 to Clean Diesel’s Consolidated Financial Statements
for the fiscal year 2007.
|
(3)
|
The
amount of the incentive bonus awarded to the Named Executive Officer in
March 2008 for 2007 performance was based on the metrics and other
criteria described in the Compensation Discussion and Analysis section
above for the 2007 Incentive Plan. No incentive awards were
earned under the 2006 Incentive
Plan.
|
(4)
|
“All
Other Compensation” includes 401(k) match, life insurance premiums,
disability insurance premiums, medical and dental insurance premiums, and,
for Dr. Steiner, includes €50,000 ($75,000) pursuant to his employment
agreement as cash in lieu of medical and retirement plan
benefits.
|
(5)
|
Ms.
Ruple commenced employment on December 13, 2006. Mr. Reid was not an
officer of the Company after June
2007.
|
Name
|
Grant
Date
|
All
Other Option Awards: Number of Securities Underlying
Options (1)
(#)
|
Exercise
or Base Price of Option Awards (2)
($)
|
Grant
Date Fair Value of Stock and Option Awards
($)
|
||||||||||
(a)
|
(b)
|
(i)
|
(k)
|
(l)
|
||||||||||
Bernhard
Steiner
|
01/04/07
|
38,000 | $ | 9.10 | $ | 295,448 | ||||||||
12/18/07
|
35,000 | $ | 19.125 | $ | 521,359 | |||||||||
Ann
B. Ruple
|
12/18/07
|
20,000 | $ | 19.125 | $ | 297,920 | ||||||||
Timothy
Rogers
|
01/04/07
|
13,000 | $ | 9.10 | $ | 101,074 | ||||||||
12/18/07
|
15,000 | $ | 19.125 | $ | 223,439 | |||||||||
Walter
G. Copan
|
01/04/07
|
15,000 | $ | 9.10 | $ | 116,624 | ||||||||
12/18/07
|
17,500 | $ | 19.125 | $ | 260,680 | |||||||||
R.
Glen Reid
|
01/04/07
|
2,000 | $ | 9.10 | $ | 15,550 | ||||||||
12/18/07
|
2,000 | $ | 19.125 | $ | 29,792 |
(1)
|
Under
the current policy of the Board, employee options are granted for a
ten-year term to vest one-third immediately and one-third on each of the
first and second anniversaries of grant. Of the 12/18/07 option
awards indicated for Mr. Copan and Ms. Ruple, 5,228 of each award was an
incentive stock option.
|
(2)
|
Our
options are valued for exercise price purposes at the mean of the high and
low trading prices or, if none, bid and asked prices, as reported on the
NASDAQ Stock Market LLC on the grant
date.
|
Name
|
Number
of Shares Acquired on Exercise (1)
|
Value
Realized on Exercise
|
||||||
(a)
|
(b)
|
(c)
|
||||||
Timothy
Rogers
|
3,272 | $ | 64,396 | |||||
(1)
Mr.
Rogers exercised 6,667 options and surrendered 3,394 shares to pay the
exercise price and taxes on the difference between the fair market value
on date of exercise and the exercise price. The number of
shares above reflects the net shares issued to Mr. Rogers upon
exercise.
|
Name
|
Number
of
Securities
Underlying
Unexercised
Options
#
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
#
Unexercisable
|
Option
Exercise
Price
|
Option
Expiration
Date
(1)
|
|||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
|||||||||
Bernard
Steiner
|
30,000 |
─
|
$ | 9.20 |
09/13/14
|
||||||||
10,000 |
─
|
|
$ | 9.70 |
12/09/14
|
||||||||
20,000 |
─
|
$ | 5.10 |
12/20/15
|
|||||||||
25,333 | 12,667 | $ | 9.10 |
01/04/17
|
|||||||||
11,667 | 23,333 | $ | 19.125 |
12/18/17
|
|||||||||
Ann
B. Ruple
|
6,667 | 3,333 | $ | 8.25 |
12/13/16
|
||||||||
6,667 | 13,333 | $ | 19.125 |
12/18/17
|
|||||||||
Walter
G. Copan
|
10,000 | 10,000 | $ | 6.96 |
08/03/15
|
||||||||
10,000 |
─
|
$ | 5.10 |
12/20/15
|
|||||||||
10,000 | 5,000 | $ | 9.10 |
01/04/07
|
|||||||||
5,833 | 11,667 | $ | 19.125 |
12/18/07
|
|||||||||
Timothy
G. Rogers
|
20,000 |
─
|
$ | 9.75 |
09/30/13
|
||||||||
4,000 |
─
|
$ | 9.70 |
12/09/14
|
|||||||||
3,333 |
─
|
$ | 5.10 |
12/20/15
|
|||||||||
8,667 |
|
4,333 | $ | 9.10 |
01/04/17
|
||||||||
5,000 | 10,000 | $ | 19.125 |
12/18/17
|
|||||||||
R.
Glen Reid
|
10,000 |
─
|
$ | 16.50 |
04/23/12
|
||||||||
8,000 |
─
|
$ | 8.25 |
06/11/13
|
|||||||||
4,000 |
─
|
$ | 15.35 |
12/02/13
|
|||||||||
4,000 |
─
|
$ | 9.70 |
12/09/14
|
|||||||||
3,400 |
667
|
$ | 5.10 |
12/20/15
|
|||||||||
1,333 | 1,333 | $ | 9.10 |
01/04/17
|
|||||||||
667 | 1,333 | $ | 19.125 |
12/18/17
|
(1)
|
The
option expiration date indicated is the tenth anniversary of the date of
grant. Each of the foregoing options is for a ten-year term and
vests as to the shares granted, one-third on grant and one-third on each
of the first and second anniversaries of grant. On resignation,
those of the above options which have not expired may continue to be
exercisable for time periods depending on length of employment, so that
such options are exercisable for 180 days, if employed less than three
years; for two years, if employed for between three and five years; for
three years, if employed between five and seven years; for five years if
employed more than seven years; but in no event later than the basic
ten-year option term. In case of death, total disability or
normal retirement, the portion of the option then vested shall continue in
force and be exercisable until the expiration of the basic ten-year term,
but the then unvested portion of the option shall terminate and be of no
effect.
|
Name
|
Fees
Earned
Or
Paid
in Cash
($)
|
Option
Awards (3)
($)
|
Total
($)
|
|||||||||
(a)
|
(b)
|
(d)
|
(e)
|
|||||||||
J.
A. de Havilland
|
$ | 30,000 | (1) | $ | 145,636 | $ | 175,636 | |||||
D.
R. Gray
|
70,000 | (1) | 268,395 | 338,395 | ||||||||
J.
J. McCloy II
|
30,000 | 145,636 | 175,636 | |||||||||
D.
F. Merrion
|
50,000 | (2) | 145,636 | 195,636 | ||||||||
(1)
Of these fee amounts, Messrs. Gray and McCloy, respectively,
accepted payments for $17,500 in the form of 1,721 shares and for $7,500
in the form of 737 shares. These shares which were valued at
the high and low trading prices over the quarter in which the fees were
earned, are not deferred compensation and, having been purchased, are not
stock awards. These share payments were completed prior to the
Company’s listing on NASDAQ and the Company ceased the shares in lieu of
cash fees program in 2007.
|
||||||||||||
(2) Includes
$20,000 fees attributable to service on the Company’s Technical Advisory
Board.
|
||||||||||||
(3)
The
values shown for 2007 option awards were calculated in accordance with
SFAS No. 123(R) and do not represent cash paid to the
optionee.
|
Name
|
Number
of
Securities
Underlying
Unexercised
Options
#
|
Option
Exercise
Price
|
Option
Expiration
Date
(1)
|
||||||
(a)
|
(b)
|
(c)
|
(d)
|
||||||
John
A. de Havilland (1)
|
2,000 | $ | 4.50 |
06/14/09
|
|||||
2,000 | $ | 12.50 |
02/10/10
|
||||||
2,000 | $ | 9.825 |
03/14/11
|
||||||
5,000 | $ | 14.50 |
03/13/12
|
||||||
4,000 | $ | 8.25 |
06/11/13
|
||||||
2,000 | $ | 15.35 |
12/02/13
|
||||||
3,000 | $ | 9.70 |
12/09/14
|
||||||
3,000 | $ | 5.10 |
12/20/15
|
||||||
5,000 | $ | 9.10 |
01/04/17
|
||||||
7,000 | $ | 19.125 |
12/18/17
|
||||||
Derek
R. Gray (1)
|
2,000 | $ | 4.50 |
06/14/09
|
|||||
2,000 | $ | 12.50 |
02/10/10
|
||||||
2,000 | $ | 9.825 |
03/14/11
|
||||||
5,000 | $ | 14.50 |
03/13/12
|
||||||
7,000 | $ | 8.25 |
06/11/13
|
||||||
4,000 | $ | 15.35 |
12/02/13
|
||||||
5,000 | $ | 9.70 |
12/09/14
|
||||||
3,000 | $ | 5.10 |
12/20/15
|
||||||
10,000 | $ | 9.10 |
01/04/17
|
||||||
12,500 | $ | 19.125 |
12/18/17
|
||||||
John
J. McCloy II
|
10,000 | $ | 7.875 |
06/09/15
|
|||||
3,000 | $ | 5.10 |
12/20/15
|
||||||
5,000 | $ | 9.10 |
01/04/17
|
||||||
7,000 | $ | 19.125 |
12/18/17
|
||||||
David
F. Merrion
|
11,000 | $ | 8.375 |
11/13/16
|
|||||
5,000 | $ | 9.10 |
01/04/17
|
||||||
7,000 | $ | 19.125 |
12/18/17
|
||||||
(1)
Each
of these options is for a ten-year term and was fully vested on date of
grant.
|
PROXY
|
PROXY
|
14475
|
|
Please
detach along perforated line and mail in the envelope
provided.
|
20630000000000000000 6
|
051308
|
PLEASE
SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR
VOTE IN BLUE OR BLACK INK AS SHOWN HERE
|
S
|
1.
Election of Directors: To approve the election as directors of the
following:
|
2. To ratify the appointment of Eisner LLP as the
independentauditors for the year 2008.
|
FOR
£
|
AGAINST
£
|
ABSTAIN
£
|
||
NOMINEES: | ||||||
£
|
FOR
ALL NOMINEES
|
O
John A. de Havilland
|
||||
O Derek R. Gray | ||||||
£
|
WITHHOLD
AUTHORITY FOR ALL NOMINEES
|
O
Charles W. Grinnell
O John J.
McCloy
|
||||
O David F. Merrion | ||||||
£
|
FOR
ALL EXCEPT
(See
instructions below)
|
O Bernhard
Steiner
|
||||
INSTRUCTIONS:
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 andindicate your new address in the address space above. Please note thatchanges to the registered name(s) on the account may not be submitted via |
£
|
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 givefull 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.
|
PROXY
VOTING INSTRUCTIONS
|
MAIL - Date, sign and mail
your proxy card in theenvelope provided as soon as
possible.
|
COMPANY
NUMBER
|
||
-or-
|
|||
INTERNET - Access “www.voteproxy.com”
andfollow the on-screen instructions. Have your proxycard available when
you access the web page.
|
ACCOUNT
NUMBER
|
||
-or-
|
|||
IN
PERSON -
You may vote your shares in personby attending the Annual
Meeting.
|
You
may enter your voting instructions at www.voteproxy.com up until 11:59
p.m. Eastern time theday before the cut-off or meeting
date.
|
Please
detach along perforated line and mail in the envelope provided IF you are not
voting via the Internet.
|
20630000000000000000 6
|
051308
|
PLEASE
SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR
VOTE IN BLUE OR BLACK INK AS SHOWN HERE
|
S
|
1.
Election of Directors: To approve the election as directors of the
following:
|
2. To ratify the appointment of Eisner LLP as the
independentauditors for the year 2008.
|
FOR
£
|
AGAINST
£
|
ABSTAIN
£
|
||
NOMINEES: | ||||||
£
|
FOR
ALL NOMINEES
|
O
John A. de Havilland
|
||||
O Derek R. Gray | ||||||
£
|
WITHHOLD
AUTHORITY FOR ALL NOMINEES
|
O
Charles W. Grinnell
O John J.
McCloy
|
||||
O David F. Merrion | ||||||
£
|
FOR
ALL EXCEPT
(See
instructions below)
|
O Bernhard
Steiner
|
||||
INSTRUCTIONS:
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 andindicate your new address in the address space above. Please note thatchanges to the registered name(s) on the account may not be submitted via |
£
|
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 givefull 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.
|