SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
FILED BY REGISTRANT [X]
FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
CHECK THE APPROPRIATE BOX:
[ ] PRELIMINARY PROXY STATEMENT
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14A-B(E)(2))
[X] DEFINITIVE PROXY STATEMENT
[ ] DEFINITIVE ADDITIONAL MATERIALS
[ ] SOLICITING MATERIAL PURSUANT TO 240.14A-11(C) OR 240.14A-12
PIZZA INN, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] NO FEE REQUIRED.
[ ] FEE COMPUTED ON TABLE BELOW PER EXCHANGE ACT RULES 14A-6(I)(1) AND 0-11.
1) TITLE OF EACH CLASS OF SECURITIES TO WHICH TRANSACTION APPLIES:
2) AGGREGATE NUMBER OF SECURITIES TO WHICH TRANSACTION APPLIES:
3) PER UNIT PRICE OR OTHER UNDERLYING VALUE OF TRANSACTION COMPUTED
PURSUANT TO EXCHANGE ACT RULE 0-11 (SET FOR 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:
PIZZA INN, INC.
3551 PLANO PARKWAY
THE COLONY, TEXAS 75056
(469) 384-5000
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 18, 2002
To our Shareholders:
The Annual Meeting of Shareholders of Pizza Inn, Inc. (the "Company") will
be held at the Company's corporate offices, 3551 Plano Parkway, The Colony,
Texas 75056, on Wednesday, December 18, 2002, at 10:00 a.m., Dallas time, for
the following purposes:
1. To elect four Class I directors; and
2. To transact such other business as may properly come before the meeting
or any adjournments thereof.
Only shareholders of record at the close of business on October 19, 2002 are
entitled to notice of, and to vote at, this meeting and any adjournments
thereof.
By Order of the Board of Directors,
Rod J. McDonald
Secretary
November 5, 2002
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE COMPLETE,
DATE, AND SIGN THE ENCLOSED PROXY, AND MAIL IT IN THE STAMPED ENVELOPE ENCLOSED
FOR YOUR CONVENIENCE. THE ENCLOSED PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS
USE.
YOUR VOTE IS IMPORTANT.
PIZZA INN, INC.
3551 PLANO PARKWAY
THE COLONY, TEXAS 75056
(469) 384-5000
PROXY STATEMENT FOR THE
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 18, 2002
The Board of Directors of Pizza Inn, Inc., a Missouri corporation (the
"Company"), is soliciting proxies to be voted at the Annual Meeting of
Shareholders (the "Annual Meeting") to be held at the Company's corporate
offices, 3551 Plano Parkway, The Colony, Texas 75056, on Wednesday, December 18,
2002, 10:00 a.m., Dallas time, and at any adjournments thereof. This Proxy
Statement and the enclosed form of proxy were first mailed to the Company's
shareholders on or about November 5, 2002.
If the proxy is signed and returned before the Annual Meeting, it will be
voted in accordance with the directions on the proxy. A proxy may be revoked at
any time before it is voted by execution of a subsequent proxy, by signed
written notice to Pizza Inn, Inc., c/o American Stock Transfer, 59 Maiden Lane,
New York, NY 10007, or by voting in person at the Annual Meeting.
OUTSTANDING CAPITAL STOCK
The record date for shareholders entitled to notice of, and to vote at, the
Annual Meeting is October 19, 2002. At the close of business on that date,
there were outstanding 10,058,324 shares of Common Stock, $.01 par value
("Common Stock"). No other class of securities of the Company is entitled to
notice of, or to vote at, the Annual Meeting.
ACTION TO BE TAKEN AT THE MEETING
The accompanying proxy, unless the shareholder otherwise specifies in the
proxy, will be voted:
1. FOR the election of the four Class I director nominees named herein, to
serve for a term of two years each or until their respective successors are
elected and qualified; and
2. In the discretion of the proxy holders, as to the transaction of such
other business as may properly come before the meeting or any adjournments
thereof.
The Board of Directors is not presently aware of any other business to be
brought before the Annual Meeting.
QUORUM AND VOTING
The presence, in person or by proxy, of the holders of a majority of the
outstanding shares of Common Stock is necessary to constitute a quorum at the
Annual Meeting. In deciding all questions, a holder of Common Stock (a
"Shareholder") is entitled to one vote, in person or by proxy, for each share
held in his name on the record date. Cumulative voting for the election of
directors is not permitted. Thus, a Shareholder is not entitled to cumulate his
votes and cast them all for any single nominee or to spread his votes, so
cumulated, among more than one nominee. Directors must be elected by a
plurality of the votes cast. To be elected as a director, a candidate must be
one of the four candidates who receive the most votes out of all votes cast at
the Annual Meeting.
A Shareholder who is present, in person or by proxy, and who withholds his
vote in the election of directors, will be counted for purposes of determining
whether a quorum exists, but the withholding of his vote will not affect the
election of directors. A Shareholder who is present, in person or by proxy, and
who abstains from voting on other proposals, will be counted for purposes of a
quorum, and the abstention will have the same effect as a vote against the
proposals. Broker non-votes will be considered shares present and counted for
purposes of determining whether a quorum exists if voting instructions are given
as to at least one of the matters to be voted on; however, the presence of such
shares will have no effect on the outcome of the vote. If a quorum is not
present, in person or by proxy, the meeting may adjourn from time to time until
a quorum is obtained.
The enclosed proxy, if executed and returned, will be voted as directed on
the proxy or, in the absence of such direction, FOR the election of the nominees
as directors. The proxy holders will not cumulate votes. If any other matters
properly come before the meeting, the enclosed proxy will be voted by the proxy
holders in accordance with their best judgment. The Board believes that all the
nominees will be available to serve as directors. If any nominee is unable to
serve, the Board may decide to do one of two things. The Board may recommend a
substitute nominee, or the Board may fill the vacancy later. The shares
represented by all valid proxies may be voted for the election of a substitute
if one is nominated.
PROPOSAL ONE:
ELECTION OF DIRECTORS
The Company's Restated Articles of Incorporation and By-Laws provide that
the Board of Directors shall be divided into two Classes. The terms of the four
Class I directors expire at the Annual Meeting. The Board has nominated for
election at the Annual Meeting all of the incumbent Class I directors. Each
nominated director will serve for a term of two years. Each nominee of the
Board has expressed his intention to serve the entire term for which election is
sought. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE FOUR NOMINEE
DIRECTORS.
The following table lists the names and ages, as of October 1, 2002, of the four
nominee directors, the three directors whose terms of office will continue after
the Annual Meeting, the class to which each director has been or will be
elected, the year in which each director was first elected, and the annual
meeting (assuming that it is held in December) at which the term of each
director will expire.
Director Term
Nominee Directors Age Class Since Expires
------------------ --- ----- ----- -------
Bobby L. Clairday 59 I 1990 2002
Ronald W. Parker 52 I 1993 2002
Ramon D. Phillips 69 I 1990 2002
Butler E. Powell 63 I 1998 2002
Continuing Directors
---------------------
Steve A. Ungerman 58 II 1990 2003
F. Jay Taylor 79 II 1994 2003
B. Keith Clark 39 II 2002 2003
EXECUTIVE OFFICERS
The following table sets forth certain information, as of October 1, 2002,
regarding the Company's executive officers:
Executive
Officer
Name Age Position Since
---- --- -------- -----
Ronald W. Parker 52 President and Chief Executive Officer 1992
B. Keith Clark 39 Senior Vice President and General Counsel 1997
Ward T. Olgreen 43 Senior Vice President of Concept Development 1995
Shawn M. Preator 33 Vice President of Finance, Treasurer, and
Assistant Secretary 1999
Barry L. Hill 41 Vice President of Training 2002
Brian L. Waters 51 Vice President of Purchasing - Norco Division 2000
Michael L. Iglesias 41 Vice President of Franchise Development 2001
James D. Shoemake 35 Vice President of Franchise Services 2002
Susan A. Milliman 37 Vice President of Recruiting and
Employee Services 2001
BIOGRAPHIES OF NOMINEE DIRECTORS AND CONTINUING DIRECTORS
Bobby L. Clairday is an Area Developer of Pizza Inn restaurants and he is
President, a Director and sole shareholder of Clairday Food Services, Inc., a
Pizza Inn franchisee operating Pizza Inn restaurants in Arkansas. Mr. Clairday
is also sole shareholder of Advance Food Services, Inc., a franchisee operating
Pizza Inn restaurants in Arkansas. From 1990 until his election as a Director
of the Company in January 1993, Mr. Clairday was an ex-officio member of the
Board of Directors, serving as a representative of our franchisees. He has
served as the President of the Pizza Inn Franchisee Association and as a member
of various committees and associations affiliated with the Pizza Inn restaurant
system. Mr. Clairday has been a franchisee of the Company for over twenty years
and a member of the Board for over nine years.
Steve A. Ungerman is a practicing attorney in Dallas, Texas. From January
1, 1998 through December 31, 2000 he was Of Counsel to the law firm of Boswell &
Kober, P.C. From August 1997 to December 1997, he was employed by MedSynergies,
Inc., a physician practice management company, in the capacity of Special
Projects. From September 1996 to August 1997, he was President of MedSynergies,
Inc. From September 1996 to December 1997, he was Of Counsel to the law firm of
Ungerman, Sweet & Brousseau. Prior to September 1996, he practiced law as a
shareholder of Ungerman & Ungerman, P.C. and its predecessors for 28 years in
the areas of business matters, commercial finance and mediation. Mr. Ungerman
received his Juris Doctor degree from Southern Methodist University. He was
elected a Director and Chairman of the Board of Directors of the Company in
September 1990.
Ronald W. Parker was appointed President, and Chief Executive Officer of
the Company in August 2002. Mr. Parker joined the Company in October 1992 and
was elected Executive Vice President, Chief Operating Officer, and a Director in
January 1993. He was appointed President in July 2000. From October 1989 to
September 1992, he was Executive Vice President and General Manager of the
Bonanza restaurant division of Metromedia Steakhouses, Inc. and its predecessor
Metsa, Inc. From 1983 to 1989, Mr. Parker served in several executive positions
for USACafes, the franchisor of the Bonanza restaurant chain. From 1974 to 1983,
Mr. Parker served in several executive positions with Chart House, Inc., a
restaurant company with more than 600 units of various brands. He previously
worked with a national accounting firm from 1972 to 1974. Mr. Parker also
currently serves on the Board of Directors of the Cotton Bowl Athletic
Association, the Mississippi State University Foundation, and the Mississippi
State University Bulldog Club, Inc. Foundation. Mr Parker was previously on the
Board of Directors of the Mississippi State University Alumni Association.
Ramon D. Phillips is the former Chairman of the Board, President and Chief
Executive Officer of Hallmark Financial Services, Inc., a financial services
company. He served as Chairman, President, and Chief Executive Officer of
Hallmark from 1989 through 2000, and as Chairman through August 2001. Prior to
Hallmark, Mr. Phillips had over fifteen years experience in the franchise
restaurant industry, serving in an executive position with Kentucky Fried
Chicken (1969-1974) and Pizza Inn, Inc. (1974-1989). He was elected a Director
of the Company in 1990.
Butler E. Powell is Vice President of Business Banking with Hibernia
National Bank in Metairie, Louisiana. He has served in various capacities with
the bank and its predecessors since 1983. He graduated from Loyola University
in New Orleans with BBA and MBA degrees and spent 3 years with the national
accounting firm Ernst and Ernst before entering the banking industry. Mr. Powell
was former President and a Director of the New Orleans Athletic Club and served
on the Foundation Board of East Jefferson Hospital. He was elected a Director of
the Company in January 1998.
F. Jay Taylor is an arbitrator in Ruston, Louisiana who is affiliated with
the American Arbitration Association and the Federal Mediation and Conciliation
Service. He formerly served as a Director of USACafes, Earth Resources, and Mid
South Railroad. He was elected a director of First Guaranty Bank in 2001. Dr.
Taylor, who received his Ph.D. from Tulane University, served as President of
Louisiana Tech University from 1962 to 1987 and currently serves as its
President Emeritus. Mr. Taylor was elected a Director of the Company in 1994.
B. Keith Clark was appointed Senior Vice President- Corporate Development
in October 2002. He joined the Company in February 1997 and was elected General
Counsel and Secretary of the Company in March 1997. From June 1994 through
February 1997, he was Assistant General Counsel and Assistant Secretary of
American Eagle Group, Inc., a property and casualty insurance holding company.
From January 1990 through May 1994, Mr. Clark was a corporate associate in the
Dallas office of Akin, Gump, Strauss, Hauer & Feld, L.L.P., a diversified
international law firm. Mr. Clark was appointed a Director of the Company in
September 2002. Mr. Clark has been a member of the Board of Directors of the
Visiting Nurse Association of Texas since 1999 and currently serves as
Vice-Chairman of the Board.
BIOGRAPHIES OF NON-DIRECTOR OFFICERS
Michael L. Iglesias was appointed Vice President of Franchise Development
in May 2001. From May 1996 through May 2001, he was Director of Franchise
Development for the Company. Prior to joining the Company, Mr. Iglesias was an
Area Sales Representative for TCBY Systems, Inc.
Ward T. Olgreen was appointed Senior Vice President of Concept Development
in July 2000. He was appointed Vice President of Concept Development in February
1999. He joined the Company in September 1991 and served in a variety of
operational positions until his appointment in January 1995 as Vice President of
International Operations and Brand R& D. Mr. Olgreen was a Branch Manager for
GCS Service, Inc., a restaurant equipment service provider, from June 1986
through July 1991.
Shawn M. Preator was appointed Chief Financial Officer and Vice President
of Distribution in October 2002. He was elected Vice President in June 2000.
He was elected Controller, Treasurer, and Assistant Secretary in April 1999.
Mr. Preator had been Assistant Controller for the Company since July 1998. Prior
to joining the Company, Mr. Preator was a Senior Financial Analyst at LSG/Sky
Chefs, an international airline caterer, from September 1996 to July 1998.
Prior to September 1996, Mr. Preator worked for the accounting firm Ernst &
Young LLP in its audit department.
Brian L. Waters was appointed Vice President of Purchasing - Norco Division
in September 2000. He joined the Company in August 1996 as Director of
Purchasing. Prior to joining the Company, Mr. Waters was Senior Purchasing
Manager for Fast Food Merchandisers from 1993 to 1996.
Susan A. Milliman was appointed Vice President of Recruiting and Employee
Services in July 2001. Ms. Milliman had been Director of Human Resources for the
Company since 1996. Prior to joining the Company, Ms. Milliman was a Human
Resources Generalist for Claim Services Resource Group.
Barry L. Hill was appointed Vice President of Training in May 2002. Mr.
Hill had been Director of Field Training and New Store Opening for the Company
since 1999. He joined the Company in 1998 as Training Manager. Prior to joining
the Company, Mr. Hill was Director of Training for Whataburger for 15 years.
James D. Shoemake was appointed Vice President of Franchise Services in May
2002. Mr. Shoemake had been Division Vice President of Traditional Operations
since 2000. He joined the Company in 1997 as a Franchise Operations Consultant.
Prior to joining the Company, Mr. Shoemake was an International Business
Consultant for European and Asian Markets for Brice Group, Inc.
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information, as of October 1, 2002,
with respect to the beneficial ownership of Common Stock by: (a) each person
known to be a beneficial owner of more than five percent of the outstanding
Common Stock; (b) each director, nominee director, and executive officer named
in the section entitled "Summary Compensation Table"; and (c) all directors and
executive officers as a group (14 persons). Except as otherwise indicated, each
of the persons named in the table below is believed by the Company to possess
sole voting and investment power with respect to the shares of Common Stock
beneficially owned by such person. Information as to the beneficial ownership
of Common Stock by directors and executive officers of the Company has been
furnished by the respective directors and executive officers.
Name Shares Percent
and Address of Beneficially of Class
--------
5% Beneficial Owner Owned
------------------- -----
C. Jeffrey Rogers (a)
5529 St. Andrews Ct
Plano, Texas 75093 3,650,790 34.60%
Wells Fargo & Company (a)(b)
420 Montgomery Street
San Francisco, CA 94104 2,908,239 28.90%
Ronald W. Parker (c)
3551 Plano Parkway
The Colony, TX 75056 1,266,985 12.01%
Steve A. Ungerman (c)(d) 37,349 Less than 1%
Butler E. Powell (c) 23,000 Less than 1%
Bobby L. Clairday (e) 52,072 Less than 1%
Ramon D. Phillips (c)(f) 60,543 Less than 1%
F. Jay Taylor (c) 20,000 Less than 1%
B. Keith Clark (c)(g) 145,209 1.43%
Ward T. Olgreen (c) 136,597 1.35%
Shawn M. Preator (c) 51,693 Less than 1%
All Directors and
Executive Officers as a
Group (h) 1,868,714 18.58%
(a) Voting rights for 2,905,000 shares directly held by Mr. Rogers are held
by Wells Fargo & Company pursuant to a Loan Agreement and Pledge Agreement
entered into between Mr. Rogers and Wells Fargo Bank (Texas), N.A., an indirect
wholly owned subsidiary of Wells Fargo & Company, on June 2, 1997. See the
description of the Loan Agreement and Pledge Agreement below for additional
information. Shares beneficially owned include 492,500 vested options and
options vesting within 60 days of October 1, 2002.
(b) Voting rights for 3,239 shares are held in customer or fiduciary
accounts in the ordinary course of business by Wells Fargo Bank Minnesota, N.A.,
an indirect wholly owned subsidiary of Wells Fargo & Company.
(c) Includes vested options and options vesting within 60 days of October 1,
2002 under the Company's stock option plans, as follows: 492,500 shares for Mr.
Parker; 22,650 shares for Mr. Phillips; 12,500 shares for Mr. Powell; 10,000
shares for Mr. Taylor; 6,783 shares for Mr. Ungerman; 106,500 shares for Mr.
Clark; 76,500 shares for Mr. Olgreen; and 44,500 shares for Mr. Preator.
(d) Includes 12,283 shares for which Mr. Ungerman shares voting and
investment power with his wife.
(e) Mr. Clairday shares voting and investment power for 18,200 shares with
his wife.
(f) Mr. Phillips shares voting and investment power for 5,333 shares with
the other shareholders of Wholesale Software International, Inc.
(g) Includes 4,000 shares held by K&A Clark Family Partnership, L.P.
(h) Excludes vested options, options vesting within 60 days of October 1,
2002, and shares owned by Mr. Rogers who was a Director and an executive officer
until August 21, 2002.
The Company has been advised that Mr. Rogers has pledged 2,905,000 shares
(approximately 28.8% of the issued and outstanding shares of common stock) to
Wells Fargo Bank (Texas), N.A., an indirect wholly owned subsidiary of Wells
Fargo & Company ("Wells Fargo Bank"), pursuant to a Pledge Agreement dated June
2, 1997, as amended, executed by Mr. Rogers in favor of Wells Fargo Bank. The
pledge secures a $9,500,000 loan made by Wells Fargo Bank to Mr. Rogers. The
Company is further advised that the loan is currently in default. On September
30, 2002 Wells Fargo Bank notified the Company of its determination to exercise
its right to control voting rights with respect to the shares. On October 2,
2002, Wells Fargo Bank notified the Company of its determination to exercise its
rights to control the disposition of the shares pursuant to a notification of
disposition of collateral under Article 9 of the Uniform Commercial Code.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board consists of seven authorized directors as described in "Proposal
One: Election of Directors" on page 2.
The Board has established Audit, Compensation, Executive, Finance, and
Stock Award Plan Committees. The Company does not have a Nominating Committee.
The Audit Committee selects independent auditors and reviews audit results. The
Compensation Committee reviews and approves remuneration for officers of the
Company. The Finance Committee reviews and oversees the Company's capital
structure and operating results. The Executive Committee considers business as
directed by the Chairman of the Board. The Stock Award Plan Committee
administers the 1993 Stock Award Plan and the 1993 Outside Directors Stock Award
Plan.
As of October 1, 2002, Messrs. Phillips, Powell, Taylor, and Ungerman serve
on the Audit Committee; Messrs. Powell, Taylor, and Ungerman serve on the
Compensation Committee; Messrs. Powell, Ungerman, and Clairday serve on the
Stock Award Plan Committee; Messrs. Phillips, Parker, and Ungerman serve on the
Executive Committee; and Messrs. Parker, Phillips, Powell, and Taylor serve on
the Finance Committee.
During fiscal year 2002, the Board of Directors held four meetings. The
Audit Committee met two times, the Compensation Committee met once, the
Executive Committee met ten times, and the Finance Committee met three times. In
addition, the Board of Directors and the Compensation and Stock Award Plan
Committees took several actions by unanimous written consent in lieu of
meetings. Each of the directors attended at least three-fourths of the total
number of meetings held by the Board and the committees on which he served.
COMPENSATION OF DIRECTORS
A director who is an employee of the Company is not compensated for service
as a member of the Board of Directors or any Committee of the Board. Outside
directors receive an annual fee of $17,000 plus meeting fees equal to $1,000 per
Board meeting and $250 per Committee meeting attended. The Chairman of the
Board receives an additional $6,000 annual fee for serving in that capacity.
Directors are also reimbursed for Board related expenses.
Under the 1993 Outside Directors Stock Award Plan each elected outside
director is eligible to receive, as of the first day of the Company's fiscal
year, options for Common Stock equal to twice the number of shares of Common
Stock purchased during the preceding fiscal year or purchases by exercise of
previously granted options during the first ten days of the current fiscal year.
On the first day of the first fiscal year immediately following the day on which
an outside director first becomes eligible to participate in this plan, that
outside director shall receive an option to acquire one share of Common Stock
for each share of Common Stock owned by such director on this first day of the
fiscal year. No outside director shall be entitled to options for more than
20,000 shares per fiscal year. Stock options granted under the plan have an
exercise price equal to the market price of the Common Stock on the date of
grant and are first exercisable one year after grant.
Since the beginning of fiscal year 2002, stock options were granted to
outside directors pursuant to such plan as follows: on June 25, 2001 options for
4,000 shares were granted to Mr. Powell at an exercise price of $2.12 per share.
AUDIT COMMITTEE REPORT
The Audit Committee of the Board is responsible for providing independent
objective oversight of the Company's accounting functions and internal controls.
The Audit Committee is composed of four independent directors and acts under a
written charter adopted and approved by the Board of Directors on May 23, 2000.
Each of the members of the Audit Committee is independent as defined by the
National Association of Securities Dealters' listing standards. A copy of the
Audit Committee Charter has been previously filed. The Audit Committee is
currently reviewing and revising its charter in light of the Sarbanes-Oxley Act
of 2002 and other recent developments. The Board expects to adopt a revised
Audit Committee charter in the near future.
The responsibilities of the Audit Committee include reviewing the financial
reports and other financial information provided by the Company to any
governmental body or the public; the Company's systems of internal controls
regarding finance, accounting, legal compliance and ethics that management and
the Board have established; and the Company's auditing, accounting, and
financial reporting processes generally. Consistent with this function, the
Audit Committee encourages continuous improvement of, and adherence to, the
Company's policies, procedures, and practices at all levels. The Audit
Committee's primary duties and responsibilities are to:
- - serve as an independent and objective party to monitor the Company's
financial reporting process and internal control system,
- - review and appraise the audit efforts of the Company's independent
accountants, and
- - provide an open avenue of communication among the independent accountants,
financial and senior management, and the Board of Directors.
The Audit Committee reviewed and discussed the Company's audited financial
statements with management. The Audit Committee also discussed with the
independent accountants the matters required to be discussed by Statement on
Auditing Standards No. 61 (Communications with Audit Committees). The Company's
independent accountants also provided to the Audit Committee the written
disclosures and the letter required by Independence Standards Board Standard No.
1 (Independence Discussions with Audit Committees), and the Audit Committee
discussed with the independent accountants that firm's independence.
The Audit Committee is responsible for recommending to the Board that the
Company's financial statements be included in the Company's annual report.
Based on the discussions with the independent accountants concerning the audit,
the financial statement review, and other such matters deemed relevant and
appropriate by the Audit Committee, the Audit Committee recommended to the Board
that the June 30, 2002 financial statements be included in the Company's 2002
Annual Report on Form 10-K.
In accordance with the rules of the Securities and Exchange Commission, the
foregoing information, which is required by paragraphs (a) and (b) of Regulation
S-K Item 306, shall not be deemed to be "soliciting material", or to be "filed"
with Commission or subject to the Commission's Regulation 14A, other than as
provided in that Item, or to the liabilities of Section 18 of the Securities
Exchange Act of 1934, as amended, except to the extent that the Company
specifically requests that the information be treated as soliciting material or
specifically incorporates it by reference into a document filed under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended.
SUBMITTED BY THE AUDIT COMMITTEE
OF THE COMPANY'S BOARD OF DIRECTORS
Dr. F. Jay Taylor, Chairman
Ramon D. Phillips
Steve Ungerman
Butler Powell
SUMMARY COMPENSATION TABLE
The following table sets forth the annual compensation of the Chief
Executive Officer and the other four most highly compensated executive officers
of the Company for the fiscal years ended June 30, 2002, June 24, 2001, and June
25, 2000 (designated as years 2002, 2001, and 2000).
Annual Compensation Long-Term
------------------- Compensation
Awards
-----------------
Securities Under-
Name Other Annual lying Options
(and Principal Position) Year Salary ($) Bonus ($) Compensation ($) (a) (# of shares)
- ------------------------ ----------------- --------------- ---------- --------------------- -------------
C. Jeffrey Rogers. . . . 2002 $ 663,523 $ 361,000 $ 242,702 0
(Chief Executive . . . . 2001 $ 619,424 $ 475,000 $ 263,233 62,500
Officer) . . . . . . . . 2000 $ 590,144 $ 550,000 $ 262,882 0
Ronald W. Parker . . . . 2002 $ 507,885 $ 277,300 $ 265,835 0
(President). . . . . . . 2001 $ 473,892 $ 275,000 $ 203,945 62,500
2000 $ 445,379 $ 262,500 $ 210,584 0
B. Keith Clark (Senior . 2002 $ 161,884 $ 22,500 $ 0 0
Vice President and . . . 2001 $ 148,538 $ 22,000 $ 0 40,000
General Counsel) . . . . 2000 $ 129,615 $ 17,000 $ 0 5,000
Ward T. Olgreen. . . . . 2002 $ 147,596 $ 24,250 $ 0 0
(Senior Vice President . 2001 $ 134,615 $ 17,250 $ 0 37,500
of Concept . . . . . . . 2000 $ 119,250 $ 8,000 $ 0 2,500
Development)
Shawn M. Preator . . . . 2002 $ 107,923 $ 7,500 $ 0 0
(Vice President of . . . 2001 $ 92,737 $ 22,500 $ 0 36,000
Finance and Treasurer) . 2000 $ 75,153 $ 5,000 $ 0 5,000
(a) Mr. Rogers was a Director and the Company's Chief Executive Officer
until August 21, 2002. See "Severance Agreement".
(b) Includes: for Mr. Rogers, life insurance benefits (which includes the
payment of related taxes) of $86,489 in 2002, 2001, and 2000, supplemental
retirement benefits (which includes the payment of related taxes) of $43,860 in
2002, 2001, and 2000, and life and disability insurance benefits (which includes
the payment of related taxes) of $43,860 in 2002, 2001, and 2000; for Mr.
Parker, life insurance benefits (which includes the payment of related taxes) of
$77,546 in 2002 and 2001, and $74,037 in 2000, supplemental retirement benefits
(which includes the payment of related taxes) of $43,860 in 2002, 2001, and
2000, and life and disability insurance benefits (which includes the payment of
related taxes) of $43,860 in 2002, 2001, and 2000.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table sets forth information regarding stock options
exercised during fiscal year 2002 and unexercised stock options held at the end
of fiscal year 2002 by the Chief Executive Officer and the other four most
highly compensated executive officers of the Company. The closing bid price for
the Company's Common Stock, as reported by the National Association of
Securities Dealers Automated Quotation System, was $1.28 on June 28, 2002, the
last trading day of the Company's fiscal year.
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
Shares Fiscal Year End Fiscal Year
Acquired on Value Realized Exercisable/ End (Exercisable/
Name Exercise (#) ($) Unexercisable)(#) Unexercisable)
- -------- ------------- -------------- ---------------- ---------------
C. Jeffrey Rogers (a) -- -- 492,500 (e) $ -0-
-0- (u) $ -0-
Ronald W. Parker -- -- 492,500 (e) $ -0-
-0- (u) $ -0-
B. Keith Clark -- -- 106,500 (e) $ -0-
-0- (u) $ -0-
Ward T. Olgreen -- -- 76,500 (e) $ -0-
-0- (u) $ -0-
Shawn M. Preator -- -- 44,500 (e) $ -0-
-0- (u) $ -0-
(a) Mr. Rogers was a Director and the Company's Chief Executive Officer
until August 21, 2002. See "Severance Agreement" below
(e) Denotes exercisable options.
(u) Denotes unexercisable options.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information regarding stock options granted
during fiscal year 2002, pursuant to the Company's 1993 Stock Award Plan, to the
Chief Executive Officer and the other four most highly compensated executive
officers of the Company.
Potential Realizable Value at
Assumed Annual Rates of Stock
Price Appreciation for Option
Individual Grants Term
- ----------------- -----------------------------
% of Total Options
Granted to Exercise
Options Employees in Price Expiration
Name Granted Fiscal Year ($/Share) Date 5% 10%
- ----------------- -------------- ------------ --------- ---------- -- ---
C. Jeffrey Rogers -0- - - - - -
Ronald W. Parker -0- - - - - -
B. Keith Clark -0- - - - - -
Ward T. Olgreen -0- - - - - -
Shawn M. Preator -0- - - - - -
COMPENSATION COMMITTEE AND STOCK AWARD PLAN COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors is comprised of three
independent, non-employee directors. The Compensation Committee is responsible
for establishing the level of compensation of the executive officers of the
Company. The Stock Award Plan Committee, which administers the 1993 Stock Award
Plan, is also composed of three independent, non-employee directors.
The Compensation Committee, the Stock Award Plan Committee, and the Board expect
to amend the charters of the Compensation Committee and the Stock Award Plan
Committee to the extent necessary to conform to the Committees' responsibilities
to the revised standards of Nasdaq, new rules adopted and to be adopted by the
Securities and Exchange Commission, and the provisions of the Sarbanes-Oxley Act
of 2002.
In its administration and periodic review of executive compensation, the
Compensation Committee believes in aligning the interests of the executive
officers with those of the Company's shareholders. To accomplish this, the
Compensation Committee seeks to structure and maintain a compensation program
that is directly and materially linked to operating performance and enhancement
of shareholder value.
The Company intends for all compensation paid to its executives to be fully
deductible under federal income tax laws. Recently adopted changes to the
Internal Revenue Code impose certain limitations on compensation in excess of $1
million per year paid to executives. The Compensation Committee believes that
performance based bonuses and stock options granted to its executive officers
will continue to be fully deductible.
CHIEF EXECUTIVE OFFICER
The salary and bonus of C. Jeffrey Rogers, Chief Executive Officer of the
Company through August 21, 2002, is set forth in his most recent Employment
Agreement, effective as of July 1, 1999, as amended on April 20, 2001.
In reviewing Mr. Rogers' agreement, the Compensation Committee found his
base salary and bonus to be in line with compensation packages of chief
executive officers at similar companies. The bonus program established in Mr.
Rogers' agreement was based on the Company meeting specified targets for new
store openings, pre-tax net income growth, sales for the distribution division,
the ratio of general and administrative expenses to total revenue, and pre-tax
operating cash flow. Termination provisions were found to be industry
competitive and in line with historical performance and expected future
contributions as well as helping to ensure his continued leadership. See the
section entitled "Executive Employment Contracts".
EXECUTIVE OFFICERS
Salaries of the executive officers, excluding Mr. Rogers, are reviewed
annually and adjusted based on competitive practices, changes in level of
responsibilities and, in certain cases, individual performance measured against
goals. The Compensation Committee strongly believes that maintaining a
competitive salary structure is in the best interest of shareholders. It
believes the Company's long-term success in its marketplace is best achieved
through recruitment and retention of high caliber executives who are among the
most skilled and talented in the industry.
Bonus targets for the four most highly paid executive officers, other than
the Chief Executive Officer, are set annually. Mr. Parker's 2002 bonus was
based on individual performance and targets related to the Company's
profitability, cash flow and debt repayments. The 2002 bonuses for Mr. Clark,
Mr. Olgreen, and Mr. Preator were based on individual performance and targets
related to operating profitability of the Company for the fiscal year.
STOCK OPTIONS
The Compensation Committee and Stock Award Plan Committee believe that
equity ownership motivates officers and employees to provide effective
leadership that contributes to the Company's long-term financial success as
measured by appreciation in its stock price. The Company established the 1993
Stock Award Plan for the purpose of aligning employee and shareholder interests.
Under this plan, stock options are granted from time to time to certain
executive officers, as well as other employees, based upon their relative
positions and responsibilities, as well as historical and expected contributions
to Company growth.
Submitted by the:
COMPENSATION COMMITTEE STOCK AWARD PLAN COMMITTEE
F. Jay Taylor Bobby L. Clairday
Steve A. Ungerman Butler E. Powell
Butler E. Powell Steve A. Ungerman
EXECUTIVE EMPLOYMENT CONTRACTS
C. Jeffrey Rogers and the Company entered into an Employment Agreement,
executed October 1, 1999 and effective as of July 1, 1999, and an Amendment to
the Employment Agreement executed April 20, 2001, for a term to extend through
June 30, 2004. Mr. Rogers' employment agreement terminated upon his resignation
from the Company on August 21, 2002. Certain benefits and payments to Mr.
Rogers' provided for in the agreement ceased at that time. See the section below
entitled "Severance Agreement".
Ronald W. Parker and the Company entered into an Employment Agreement,
executed October 1, 1999 and effective as of July 1, 1999, for a term that
currently extends through June 30, 2004. The agreement provides that Mr.
Parker's compensation will be determined each year by the Compensation
Committee.
B. Keith Clark and Ward T. Olgreen each entered into an Employment Agreement
with the Company on October 17, 2001, with each such agreement having a term
that currently extends through December 31, 2002. Each of the agreements
provides that the executive's compensation will be determined each year by the
Compensation Committee.
Mr. Parker, Mr. Clark, or Mr. Olgreen may terminate their respective
agreements at any time within six months after a "change in control" of the
Company occurs or within twelve months under certain circumstances after a
change in control of the Company occurs. Change in control is defined as: (a) a
transfer of substantially all of the assets of the Company to any person, group
or entity other than a person, group or entity that is controlled by the
executive; (b) the Company is merged with or into another corporation and the
stockholders of the Company prior to such merger own less than 50% of the voting
stock of the Company or other surviving corporation after the merger; (c) an
unapproved change in the majority of the Company's Board of Directors; or (d) a
person, entity or group (other than (i) the Company or (ii) an employee benefit
plan sponsored by the Company) acquires 50% or more of the voting stock of the
Company. If the Company terminates Mr. Parker's employment without cause, or if
Mr. Parker terminates his employment upon a "change in control," he will be
entitled to a lump sum payment equal to three times (i) his highest annual
salary over the last three years plus (ii) the highest bonus and other cash
compensation received by Mr. Parker during the last three years. If the Company
terminates Mr. Clark's employment without cause, or if Mr. Clark terminates his
employment upon a "change of control", he will be entitled to a lump sum payment
equal to two times the base amount of his annual compensation, as calculated
according to Section 280G of the Internal Revenue Code. If the Company
terminates Mr. Olgreen's employment without cause, or if Mr. Olgreen terminates
his employment upon a "change of control", he will be entitled to a lump sum
payment equal to two times the base amount of his annual compensation, as
calculated according to Section 280G of the Internal Revenue Code. Each
agreement includes a noncompetition covenant that would apply for a stated
number of years after termination of employment. The number of years for the
non-competition covenant is three years for Mr. Parker and two years for Mr.
Clark and Mr. Olgreen.
SEVERANCE AGREEMENT
On August 21, 2002, Mr. Rogers and the Company entered into a Severance
Agreement and Release (the "Severance Agreement") in connection with Mr. Rogers'
resignation of this position as a Director and Chief Executive Officer of the
Company. Pursuant to the terms of the Severance Agreement, Mr. Rogers agreed,
among other things, to (1) generally release the Company from potential claims
that he might have against the Company, (2) not disclose the Company's
confidential information, and (3) repay a bonus of approximately $120,000 that
was paid to him in error. In return, the Company agreed to pay Mr. Rogers
approximately $446,000, consisting of accrued vacation, severance pay, life
insurance premiums, executive recruiting assistance, and legal fees, plus the
amount of any unpaid salary through August 21, 2002.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On October 6, 1999, the Company loaned C. Jeffrey Rogers, the Company's
Chief Executive Officer, approximately $1.95 million to acquire 700,000 shares
of the Company's Common Stock through the exercise of vested stock options
previously granted to him by the Company. The interest rate on the loan is the
same floating interest rate the Company pays on its credit facility with Wells
Fargo (Texas), N. A. ("Wells Fargo"). As collateral for the loan, Mr. Rogers
granted the Company a second lien on 2,749,000 shares of the Company's Common
Stock and certain real property. The Company has agreed to subordinate its loan
to an existing personal loan made by Wells Fargo to Mr. Rogers. The Wells Fargo
loan is secured by a first lien on the collateral pledged to the Company. The
principal amount outstanding at all times during the fiscal year was
approximately $1,949,000. In August 2002, the Board, based upon a review of
certain financial information provided by Mr. Rogers, determined that the
collection of the promissory note is doubtful. The Company recorded the charge
in the fourth quarter of fiscal 2002 to fully reserve for the possible
nonpayment. The Company intends, to the extent legally permissible, to enforce
this obligation under the relevant terms of the promissory note and pledge
agreement.
On October 6, 1999, the Company loaned Ronald W. Parker, the Company's
President and Chief Operating Officer, approximately $560,000 to acquire 200,000
shares of the Company's Common Stock through the exercise of vested stock
options previously granted to him by the Company. On July 7, 2000, the Company
loaned Mr. Parker approximately $302,000 to acquire an additional 200,000 shares
of the Company's Common Stock through the exercise of vested stock options
previously granted to him by the Company. The interest rate on the loans is the
same floating interest rate the Company pays on its credit facility with Wells
Fargo. As collateral for the loans, Mr. Parker granted the Company (i) a first
lien on 100,000 previously purchased shares of the Company's Common Stock and
certain real property, and (ii) a second lien in certain additional real
property. After the July 7 loan, the principal amount outstanding was $862,000.
On October 30, 2000, Mr. Parker paid the Company approximately $165,000 of the
principal amount of the loans, leaving a current principal loan balance at
fiscal year end of approximately $696,000.
The Board of Directors approved each loan, with the specific terms and
collateral being approved by the Compensation Committee.
Bobby L. Clairday is President and sole shareholder of Clairday Food
Services, Inc. and is sole shareholder of Advance Food Services, Inc., both of
which are franchisees of the Company. Mr. Clairday also holds area development
rights in his own name. Mr. Clairday currently operates 12 restaurants in
Arkansas, either individually or through the corporations noted above. As
franchisees, the two corporations purchase a majority of their food and other
supplies from the Company's distribution division. In fiscal year 2002,
purchases by these franchisees made up 5.57% of the Company's food and supply
sales, and royalties, license fees, and area development fees from Mr. Clairday
and such franchisees made up 3.38% of the Company's franchise revenues.
INDEPENDENT AUDITORS
The Audit Committee has selected PricewaterhouseCoopers LLP certified
public accountants as the independent auditors of the Company for fiscal year
2003. A representative of PricewaterhouseCoopers LLP will be present at the
Annual Meeting, will be available to respond to appropriate questions, and will
have an opportunity to make a statement.
AUDIT FEES. The aggregate fees billed by PricewaterhouseCoopers LLP for
professional services rendered for the audit of the Company's annual financial
statements for the year ended June 30, 2002 and the reviews of the financial
statements included in the Company's Forms 10-Q for that year were $93,126.
FINANCIAL INFORMATION SYSTEM DESIGN AND IMPLEMENTATION FEES. During fiscal
year 2002, PricewaterhouseCoopers LLP did not bill the Company for any
professional services for financial information systems design and
implementation.
ALL OTHER FEES. All other fees billed by PricewaterhouseCoopers LLP for
fiscal year 2002 totaled $41,303, including audit-related services of $14,455
and non-audit services of $26,848. Non-audit services generally include fees for
cost segregation analysis, tax return preparation, foreign tax analysis and
calculation, and review of the Company's Franchise Offering Circular.
In considering and authorizing these payments to PricewaterhouseCoopers LLP
for services unrelated to performance of the audit of the Company's financial
statements, the Audit Committee has determined that the cost segregation
analysis services, tax return preparation, foreign tax analysis and calculation,
and review of the Company's franchise offering circular undertaken by
PricewaterhouseCoopers LLP are not inconsistent with its performance of the
audit and financial statement review functions and are compatible with
maintaining its independence.
STOCK PERFORMANCE GRAPH
The following graph compares the cumulative annual total shareholder return
(change in share price plus reinvestment of any dividends) on the Company's
Common Stock versus two indexes for the past five fiscal years. The graph
assumes $100 was invested on the last trading day of the fiscal year ending June
29, 1997. Prior to the first quarter of fiscal year 1998 and subsequent to the
second quarter of fiscal year 2001, the Company did not pay cash dividends on
its Common Stock during the applicable period. The Dow Jones Equity Market
Index is a published broad equity market index. The Dow Jones Entertainment and
Leisure Restaurant Index is compiled by Dow Jones and Company, Inc., and is
comprised of seven public companies, weighted for the market capitalization of
each company, engaged in restaurant or related businesses (CKE Restaurants,
Inc., Brinker International, Inc., Cracker Barrel Old Country Store, Inc.,
Darden Restaurants, Inc., McDonald's Corporation, Tricon Global Restaurants,
Inc., and Wendy's International, Inc.).
PIZZA INN INC NEW
Cumulative Total Return
6/29/1997 6/28/1998 6/27/1999 6/25/2000 6/24/2001 6/30/2002
PIZZA INN, INC.. . . . 100.00 144.73 101.20 109.20 70.16 41.39
DOW JONES TOTAL MARKET 100.00 128.24 148.74 168.12 143.54 118.19
DOW JONES RESTAURANTS. 100.00 128.94 143.66 113.58 116.49 138.17
COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 ("Act") requires the
Company's executive officers and directors and the persons who own more than ten
percent of the Company's Common Stock to file initial reports of ownership of
Common Stock and reports of changes of ownership with the Securities and
Exchange Commission and the National Association of Securities Dealers, Inc. and
to furnish the Company with copies of such reports. The Company believes that,
during the preceding fiscal year, all of the Company's executive officers,
directors and holders of more than 10% of its Common Stock timely filed all
reports required by Section 16(a) of the Act.
SHAREHOLDER PROPOSALS
If a shareholder wishes to present a proposal at the Annual Meeting of
Shareholders tentatively scheduled for December 18, 2003, the shareholder must
deliver his or her proposal to the Company at its principal executive offices no
later than July 8, 2003, in such form as required under rules issued by the
Securities and Exchange Commission, in order to have that proposal included in
the proxy materials of the Company for such Annual Meeting of Shareholders.
If a shareholder wishes to present a proposal at the 2003 Annual Meeting of
Shareholders, but does not wish to include the proposal in the proxy materials
of the Company for such Annual Meeting of Shareholders, the shareholder must
notify the Company in writing of his or her intent to make such presentation no
later than September 21, 2003 or the Company shall have the right to exercise
its discretionary voting authority when such proposal is presented at the Annual
Meeting of Shareholders, without including any discussion of that proposal in
the proxy materials for the Annual Meeting.
MISCELLANEOUS
The accompanying proxy is being solicited on behalf of the Board of
Directors of the Company. The expense of preparing, printing, and mailing the
proxy and the material used in the solicitation thereof will be borne by the
Company. In addition to the use of the mails, proxies may be solicited by
directors, officers, and employees of the Company by personal interview,
telephone or telefax. Arrangements may also be made with brokerage houses and
other custodians, nominees and fiduciaries for the forwarding of solicitation
materials to the beneficial owners of stock held of record by such persons, and
the Company may reimburse them for reasonable out-of-pocket expenses of such
solicitation.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K EXCLUDING EXHIBITS,
DATED SEPTEMBER 27, 2002, IS BEING FURNISHED TO SHAREHOLDERS WITH THIS PROXY
STATEMENT. COPIES OF SUCH EXHIBITS WILL BE FURNISHED UPON WRITTEN REQUEST AND
UPON REIMBURSEMENT OF THE COMPANY'S REASONABLE EXPENSES FOR FURNISHING SUCH
EXHIBITS. REQUESTS SHOULD BE ADDRESSED TO PIZZA INN, INC., 3551 PLANO PARKWAY,
THE COLONY, TEXAS 75056, ATTENTION: CORPORATE SECRETARY.
This Proxy, when properly executed, will be voted by the Proxies in the
manner designated below. If this Proxy is returned signed but without a clear
voting designation, the Proxies will vote FOR Item 1.
Please mark your
Votes as indicated
IN THIS EXAMPLE.
[ X ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 1.
Item 1. ELECTION OF CLASS I DIRECTORS.
Nominees: Bobby L. Clairday, Ronald W. Parker,
Ramon D. Phillips, Butler E. Powell
WITHHELD
FOR FOR ALL WITHHELD FOR: (Write that nominee's name in the space
[ ] [ ] provided below).
If you plan to attend the Annual
Meeting, please mark the WILL
ATTEND block.
WILL
ATTEND
Date: , 2002
Signature
Signature if held jointly
NOTE: Please sign as name appears hereon.
Joint owners should each sign. When
signing as attorney, executor, administrator,
trustee, or guardian, please give
full title as such.
FOLD AND DETACH HERE
PROXY
(1) THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
PIZZA INN, INC.
3551 PLANO PARKWAY
THE COLONY, TEXAS 75056
ANNUAL MEETING OF SHAREHOLDERS ON DECEMBER 18, 2002
The undersigned, revoking all proxies heretofore given, hereby appoints
Shawn M. Preator and B. Keith Clark, or either of them, as proxies of the
undersigned, with full power of substitution and resubstitution, to vote on
behalf of the undersigned the shares of Pizza Inn, Inc. (the "Company") that the
undersigned is entitled to vote at the Annual Meeting of Shareholders to be held
at 10:00 a.m., Dallas time, on Wednesday, December 18, 2002, at the Company's
corporate offices, 3551 Plano Parkway, The Colony, Texas 75056, and at all
adjournments thereof, as fully as the undersigned would be entitled to vote if
personally present, as specified on the reverse side of this card and on such
other matters as may properly come before the meeting or any adjournments
thereof. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.