UNITED STATES

 

 

 

SECURITIES AND EXCHANGE COMMISSION

 

This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder. If no direction is made, this Proxy will be voted for the nominees to the board of directors named in Proposal No. 1 and for the ratification of KPMG LLP as the independent auditors of Digimarc Corporation in Proposal No. 2 and as the proxy holder may determine in his discretion with regard to any other matter properly brought before the Annual Meeting.

 

1. ELECTION OF DIRECTORS:

 

 

o

FOR the nominees listed below
(except as indicated)

o

WITHHOLD AUTHORITY to vote for
all nominees listed below

 

 

 

 

Bruce Davis

Brian Grossi

James Richardson

 

The Board of Directors recommends a vote FOR the nominees named above. If you wish to withhold authority to vote for any nominee, strike a line through such nominee’s name listed above.

 

2. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT AUDITORS OF DIGIMARC CORPORATION  FOR THE YEAR ENDING DECEMBER 31, 2005:

 

 

o

FOR

 

o

AGAINST

 

o

ABSTAIN

 

The Board of Directors recommends a vote FOR Proposal No. 2.

 

 

 

 

Washington, D.C. 20549

 

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.         )

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

 style="margin:0in 0in .0001pt;"> 

 

 

 

DATED:

 

, 2005

 

 

 

 

 

 

 

 

 

 

 

(Signature)

 

 

 

 

 

 

 

(Signature)

 

 

 

This Proxy should be marked, dated and signed by the stockholder(s) exactly as his or her name appears hereon, and returned promptly in the enclosed envelope. Persons signing in a fiduciary capacity should so indicate. If shares are held by joint tenants or as community property, both should sign.