SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant /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 Rule14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12
ABLE ENERGY, 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.
/ / 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:
ABLE ENERGY, INC.
198 GREEN POND ROAD
ROCKAWAY, NEW JERSEY 07866
May 3, 2005
Dear Stockholder,
You are cordially invited to attend a Special Meeting of Stockholders (the
"Meeting") of Able Energy, Inc. (the "Company"). The Meeting will be held on May
25, 2005 at 11:00 a.m. local time, at the offices of Ferber Frost Chan & Essner,
LLP, 530 Fifth Avenue, 23rd Floor, New York, New York 10036.
The Notice of the Meeting and the Proxy Statement on the following pages cover
the formal business of the Meeting. We also will report on the progress of the
Company and comment on matters of current interest.
It is important that your shares be represented at the Meeting. We ask that you
promptly sign, date and return the enclosed proxy card in the envelope provided,
even if you plan to attend the Meeting. Returning your proxy card to the Company
will not prevent you from voting in person at the Meeting if you are present and
choose to do so.
If your shares are held in street name by a brokerage firm, your broker will
supply you with a proxy to be returned to the brokerage firm. It is important
that you return the form to the brokerage firm as quickly as possible so that
the brokerage firm may vote your shares. You may not vote your shares in person
at the Meeting unless you obtain a power of attorney or legal proxy from your
broker authorizing you to vote the shares, and you present this power of
attorney or proxy at the Meeting.
Your Board of Directors and management look forward to greeting you personally
at the Meeting.
Sincerely,
/s/ CHRISTOPHER WESTAD
----------------------
CHRISTOPHER WESTAD
ACTING CHIEF EXECUTIVE OFFICER,
PRESIDENT AND ACTING CHAIRMAN
OF THE BOARD OF DIRECTORS
ABLE ENERGY, INC.
198 GREEN POND ROAD
ROCKAWAY, NEW JERSEY 07866
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 25, 2005
Rockaway, New Jersey
May 3, 2005
The Annual Meeting of Stockholders (the "Annual Meeting") of Able Energy, Inc.,
a Delaware corporation (the "Company"), will be held at the offices of Ferber
Frost Chan & Essner, LLP, 530 Fifth Avenue, 23rd Floor, New York, New York 10036
on Wednesday, May 25, 2005 at 11:00 a.m. (local time) for the following
purposes:
1. To elect seven directors to the Company's Board of Directors, each to hold
office until his successor is elected and qualified or until his earlier
resignation or removal (Proposal No. 1);
2. To approve the Company's 2005 Incentive Stock Plan (Proposal No. 2); and
3. To transact such other business as may properly come before the Annual
Meeting and any adjournment or postponement thereof.
The foregoing items of business, including the nominees for directors, are more
fully described in the Proxy Statement, which is attached and made a part of
this Notice.
The Board of Directors has fixed the close of business on April 22, 2005 as the
record date for determining the stockholders entitled to notice of and to vote
at the Annual Meeting and any adjournment or postponement thereof.
All stockholders are cordially invited to attend the Annual Meeting in person.
However, whether or not you expect to attend the Annual Meeting in person, you
are urged to mark, date, sign and return the enclosed proxy card as promptly as
possible in the postage-prepaid envelope provided to ensure your representation
and the presence of a quorum at the Annual Meeting. If you send in your proxy
card and then decide to attend the Annual Meeting to vote your shares in person,
you may still do so. Your proxy is revocable in accordance with the procedures
set forth in the Proxy Statement.
By Order of the Board of Directors,
/s/ CHRISTOPHER WESTAD
----------------------
CHRISTOPHER WESTAD
ACTING CHIEF EXECUTIVE OFFICER,
PRESIDENT AND ACTING CHAIRMAN
OF THE BOARD OF DIRECTORS
IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND RETURN THE
ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE-PREPAID
ENVELOPE. IF A QUORUM IS NOT REACHED, THE COMPANY WILL HAVE THE ADDED EXPENSE OF
RE-ISSUING THESE PROXY MATERIALS. IF YOU ATTEND THE MEETING AND SO DESIRE, YOU
MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON.
THANK YOU FOR ACTING PROMPTLY
ABLE ENERGY, INC.
198 Green Pond Road
Rockaway, New Jersey 07866
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors (the "Board") of Able Energy, Inc., a Delaware corporation
(the "Company"), of proxies in the enclosed form for use in voting at the Annual
Meeting of Stockholders (the "Annual Meeting") to be held at the offices of
Ferber Frost Chan & Essner, LLP, 530 Fifth Avenue, 23rd Floor, New York, New
York 10036 on Wednesday, May 25, 2005 at 11:00 a.m. (local time), and any
adjournment or postponement thereof. Only holders of record of the Company's
common stock, $.001 par value per share (the "Common Stock"), on April 22, 2005
(the "Record Date") will be entitled to vote at the Meeting. At the close of
business on the Record Date, the Company had outstanding 2,457,320 shares of
Common Stock.
Any person giving a proxy in the form accompanying this Proxy Statement has the
power to revoke it prior to its exercise. Any proxy given is revocable prior to
the Meeting by an instrument revoking it or by a duly executed proxy bearing a
later date delivered to the Secretary of the Company. Such proxy is also revoked
if the stockholder is present at the Meeting and elects to vote in person.
The Company will bear the entire cost of preparing, assembling, printing and
mailing the proxy materials furnished by the Board of Directors to stockholders.
Copies of the proxy materials will be furnished to brokerage houses, fiduciaries
and custodians to be forwarded to the beneficial owners of the Common Stock. In
addition to the solicitation of proxies by use of the mail, some of the
officers, directors and regular employees of the Company may (without additional
compensation) solicit proxies by telephone or personal interview, the costs of
which the Company will bear.
This Proxy Statement and the accompanying form of proxy is being sent or given
to stockholders on or about May 3, 2005.
Stockholders of the Company's Common Stock are entitled to one vote for each
share held. Such shares may not be voted cumulatively.
Each validly returned proxy (including proxies for which no specific instruction
is given) which is not revoked will be voted "FOR" each of the proposals as
described in this Proxy Statement and, at the proxy holders' discretion, on such
other matters, if any, which may come before the Meeting (including any proposal
to adjourn the Meeting).
Whether you plan to attend the annual meeting or not, the Company urges you to
vote by proxy. Voting by proxy will not affect your right to attend the annual
meeting. If your shares are registered directly in your name through the
Company's stock transfer agent, Continental Stock Transfer & Trust Company, or
you have stock certificates, you may vote:
o BY MAIL. Complete and mail the enclosed proxy card in the
enclosed postage prepaid envelope. Your proxy will be voted in
accordance with your instructions. If you sign the proxy card but
do not specify how you want your shares voted, they will be voted
as recommended by the Company's Board of Directors.
o IN PERSON AT THE MEETING. If you attend the meeting, you may
deliver your completed proxy card in person or you may vote by
completing a ballot, which will be available at the meeting.
If your shares are held in "street name" (held in the name of a bank, broker or
other nominee), you must provide bank, broker or other nominee with instructions
on how to vote your shares and can do so as follows:
o BY INTERNET OR BY TELEPHONE. Follow the instructions you receive
from your broker to vote by Internet or telephone.
o BY MAIL. You will receive instructions from your broker or other
nominee explaining how to vote your shares.
o IN PERSON AT THE MEETING. Contact the broker or other nominee who
holds your shares to obtain a broker's proxy card and bring it
with you to the meeting. You will not be able to vote at the
meeting unless you have a proxy card from your broker.
Determination of whether a matter specified in the Notice of Annual Meeting of
Stockholders has been approved will be determined as follows. Those persons will
be elected directors who receive a plurality of the votes cast at the Meeting in
person or by proxy and entitled to vote on the election. Accordingly,
abstentions or directions to withhold authority will have no effect on the
outcome of the vote. For each other matter specified in the Notice of Annual
Meeting of Stockholders, the affirmative vote of a majority of the shares of
Common Stock present at the Meeting in person or by proxy and entitled to vote
on such matter is required for approval. Abstentions will be considered shares
present in person or by proxy and entitled to vote and, therefore, will have the
effect of a vote against the matter. Broker non-votes will be considered shares
not present for this purpose and will have no effect on the outcome of the vote.
Directions to withhold authority to vote for directors, abstentions and broker
non-votes will be counted for purposes of determining whether a quorum is
present for the Meeting.
HOUSEHOLDING OF ANNUAL DISCLOSURE DOCUMENTS
In December 2000, the Securities and Exchange Commission adopted a rule
concerning the delivery of annual disclosure documents. The rule allows the
Company or brokers holding the Company's shares on your behalf to send a single
set of the Company's annual report and proxy statement to any household at which
two or more of the Company's stockholders reside, if either the Company or the
brokers believe that the stockholders are members of the same family. This
practice, referred to as "householding", benefits both stockholders and the
Company. It reduces the volume of duplicate information received by you and
helps to reduce your expenses. The rule applies to the Company's annual reports,
proxy statements and information statements. Once stockholders receive notice
from their brokers or from the Company that communications to their addresses
will be "householded", the practice will continue until stockholders are
otherwise notified or until they revoke their consent to the practice. Each
stockholder will continue to receive a separate proxy card or voting instruction
card.
Stockholders who do not wish to participate in "householding" and would like to
receive their own sets of the Company's annual disclosure documents in future
years should follow the instructions described below. Stockholders who share an
address with another one of the Company's stockholders and who would like to
receive only a single set of the Company's annual disclosure documents should
follow these instructions:
o Stockholders whose shares are registered in their own name should
contact the Company's transfer agent, CONTINENTAL STOCK TRANSFER
& TRUST COMPANY, and inform them of their request by calling them
at (212) 509-4000 or writing them at 17 Battery Place, New York,
NY 10004.
o Stockholders whose shares are held by a broker or other nominee
should contact the broker or other nominee directly and inform
them of their request. Stockholders should be sure to include
their name, the name of their brokerage firm and their account
number.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
NOMINEES
At the Annual Meeting, the stockholders will elect seven directors to serve
until the next Annual Meeting of Stockholders or until their respective
successors are elected and qualified. In the event any nominee is unable or
unwilling to serve as a director at the time of the Annual Meeting, the proxies
may be voted for the balance of those nominees named and for any substitute
nominee designated by the present Board or the proxy holders to fill such
vacancy, or for the balance of the nominees named without nomination of a
substitute, or the size of the Board may be reduced in accordance with the
Bylaws of the Company. The Board has no reason to believe that any of the
persons named below will be unable or unwilling to serve as a nominee or as a
director if elected.
Assuming a quorum is present, the seven nominees receiving the highest number of
affirmative votes of shares entitled to be voted for them will be elected as
directors of the Company for the ensuing year. Unless marked otherwise, proxies
received will be voted "FOR" the election of each of the seven nominees named
below. In the event that additional persons are nominated for election as
directors, the proxy holders intend to vote all proxies received by them in such
a manner as will ensure the election of as many of the nominees listed below as
possible, and, in such event, the specific nominees to be voted for will be
determined by the proxy holders.
NAME AGE POSITION
---------------------------- -------- ---------------------------------------------------------------
Christopher P. Westad 51 President, Acting Chief Executive Officer, Chief Financial
Officer and Acting Chairman of the Board of Directors
---------------------------- -------- ---------------------------------------------------------------
Stephen Chalk 60 Director
---------------------------- -------- ---------------------------------------------------------------
Patrick O'Neill 44 Director
---------------------------- -------- ---------------------------------------------------------------
Edward C. Miller, Jr. 36 Director
---------------------------- -------- ---------------------------------------------------------------
Alan E. Richards 68 Director
---------------------------- -------- ---------------------------------------------------------------
Gregory D. Frost, Esq. 57 Director
---------------------------- -------- ---------------------------------------------------------------
Solange Charas 43 Director
---------------------------- -------- ---------------------------------------------------------------
The following information with respect to the principal occupation or employment
of each nominee for director, the principal business of the corporation or other
organization in which such occupation or employment is carried on, and such
nominee's business experience during the past five years, has been furnished to
the Company by the respective director nominees:
CHRISTOPHER P. WESTAD, serves as the President, Chief Financial Officer, and a
Director of the Company. Since September 1996, Mr. Westad has served as the
President of Able Energy and Able Propane. From 1991 through 1996, Mr. Westad
was a Market Manager and Area Manager for Ferrellgas Partners, L.P., a company
engaged in the retail distribution of liquefied petroleum gas. From 1977 through
1991, Mr. Westad served in a number of management positions with RJR Nabisco. In
1975, Mr. Westad received a Bachelor of Arts in Business and Public Management
from Long Island University--Southampton, New York.
STEPHEN CHALK, was appointed to our board of directors effective as of February
28, 2005. From 1981 to the present, Mr. Chalk has served as the President of the
Pilgrim Corporation, where he has obtained a strong background in financial
management, as well as over 25 years of hotel, resort, restaurant, and real
estate development experience. Mr. Chalk is a graduate of Philadelphia
University with a BS in Engineering and Design.
PATRICK O'NEILL, has served as a director to the Company since August 1999. Mr.
O'Neill has served as the President of Fenix Investment and Development, Inc., a
real estate company based in Parsippany, New Jersey for the past five years.
Prior to this, Mr. O'Neill served as Vice President of Business Development for
AvisAmerica, a Pennsylvania based home manufacturer. Mr. O'Neill holds a B.S.
from the United States Military Academy, and has been awarded the Army
Achievement Medal for his work with the Army Corps of Engineers.
EDWARD C. MILLER, JR., has served as a director to the Company since June 2000.
He has been the Director of Marketing for the law firm Norris, McLaughlin &
Marcus, P.A. in Somerville, New Jersey since July 1999. From May 1991 to July
1999, Mr. Miller served as Practice Development Coordinator for the Morristown,
New Jersey law firm Riker, Danzig, Scherer, Hyland & Perretti, LLP. Mr. Miller
received his Bachelor of Science in Marketing Management from the Syracuse
University School of Management in 1991.
ALAN E. RICHARDS, was appointed to our board of directors effective as of
February 28, 2005. Mr. Richards has served as the President of Sorrento
Enterprises Incorporated, a forensic accounting firm, from its inception in 1979
to the present. Mr. Richards brings a diverse
background and 25 plus years experience in financial services, including work
with government agencies such as the United States Internal Revenue Service. Mr.
Richards is a graduate of Iona College with a BBA in Finance.
GREGORY D. FROST, ESQ. was appointed to our board of directors effective as of
April 5, 2005. From 1974 to the present, Gregory D. Frost, Esq. has been a
practicing attorney in the State of New York and since 1999 has been a partner
of the law firm of Ferber Frost Chan & Essner, LLP (formally known as Robson
Ferber Frost Chan & Essner LLP). Mr. Frost's main areas of practice have been
and continue to be mergers and acquisitions, and general corporate and
securities matters. From 1975 through 1980, he was Assistant General Counsel at
The Singer Company and RH Macy & Co. Thereafter, Mr. Frost spent approximately
12 years as a partner of the law firm of Bower & Gardner, managing their
corporate and securities department. In 1970, Mr. Frost received a B.S. degree
from New York University (Stern School). In addition, he received is Juris
Doctorate in 1973 from New York Law School and in 1979 obtained a Master of Law
Degree (LLM) in Corporate Law from New York University Law School.
SOLANGE CHARAS is a nominee to be appointed to our board of directors at this
2005 Annual Meeting of Stockholders. In 2000, Ms. Charas founded Charas
Consulting, Inc. which provides human resources consulting services. From 1999
to 2000, Ms. Charas was the Head of Human Resources for EURO RSCG Worldwide, an
advertising firm which is the largest division of France-based Havas
Advertising. As Head of Human Resources, she was responsible for the creation
and management of all HR programs on a worldwide basis for over 200 agencies
which made up EURO RSCG. From 1996 to 1999, Ms. Charas was the National Director
at Arthur Anderson where she led all activities promoting a consulting product
she was instrumental in creating for the firm. From 1995 to 1996, Ms. Charas was
the leader of the International Compensation Team at Towers Perrin and a Senior
Consultant with respect to international compensation at the Hay Group. Ms.
Charas received an undergraduate degree in International Political Economy from
University of California at Berkeley in 1982, and an MBA in Accounting and
Finance from Cornell University's Johnson School of Management in 1988.
Directors serve until the next annual meeting of stockholders or until their
successors are elected and qualified. Officers serve at the discretion of the
Board of Directors.
INFORMATION ABOUT THE BOARD OF DIRECTORS
The Board of Directors oversees our business and affairs and monitors the
performance of management. In accordance with corporate governance principles,
the Board does not involve itself in day-to-day operations. The directors keep
themselves informed through discussions with the Chief Executive Officer, other
key executives and by reading the reports and other materials that we send them
and by participating in Board and committee meetings. Our directors hold office
until their successors have been elected and duly qualified unless the director
resigns or by reasons of death or other cause is unable to serve in the capacity
of director.
HOW OFTEN DID THE BOARD MEET DURING FISCAL 2004?
During 2004, the Board of Directors held 5 meetings. The Board also approved
certain actions by unanimous written consent.
WHAT COMMITTEES HAS THE BOARD ESTABLISHED?
The Board of Directors has standing Audit, Compensation, and Governance and
Nominating Committees. Information concerning the membership and function of
each committee is as follows:
--------------------------------------------------------------------
BOARD COMMITTEE MEMBERSHIP
GOVERNANCE AND
AUDIT COMPENSATION NOMINATING
NAME COMMITTEE COMMITTEE COMMITTEE
----
Christopher Westad *
Stephen Chalk * *
Alan E. Richards **
Patrick O'Neill *
Edward C. Miller, Jr. *
Gregory Frost **
Solange Charas * **
--------------------------------------------------------------------
* Member of Committee
** Chairman of Committee
AUDIT COMMITTEE. The Audit Committee is responsible for determining the adequacy
of the Company's internal accounting and financial controls, reviewing the
results of the audit of the Company performed by the independent public
accountants, and recommending the selection of independent public accountants.
The Board has determined that each of the members of the Audit Committee is
unrelated, an outside member with no other affiliation with the Company and is
independent as defined by the Nasdaq Stock Market. The Board has determined that
Mr. Alan E. Richards is an "audit committee financial expert" as defined by the
SEC. During 2004, the Audit Committee met more than once by teleconference.
COMPENSATION COMMITTEE. The Compensation Committee determines matters pertaining
to the compensation of certain executive officers of the Company and administers
the Company's stock option, and incentive compensation. During 2004, the
Compensation Committee held no meetings.
GOVERNANCE AND NOMINATING COMMITTEE. The Board of Directors has established a
Governance and Nominating Committee for purposes of nominating directors and for
all other purposes outlined in the Governance and Nominating Committee Charter,
including nominees submitted to the Board of Directors by shareholders. The
Governance and Nominating Committee will be composed of Messrs. Gregory Frost,
Stephen Chalk and Christopher Westad.
NOMINATION OF DIRECTORS
As provided in its charter and our company's corporate governance principles,
the Governance and Nominating Committee is responsible for identifying
individuals qualified to become directors. The Governance and Nominating
Committee seeks to identify director candidates based on input provided by a
number of sources, including (1) the Governance and Nominating Committee
members, (2) our other directors, (3) our stockholders, (4) our Chief Executive
Officer or Chairman, and (5) third parties such as professional search firms. In
evaluating potential candidates for director, the Nominating and Corporate
Governance Committee considers the entirety of each candidate's credentials.
Qualifications for consideration as a director nominee may vary according to the
particular areas of expertise being sought as a complement to the existing
composition of the Board of Directors. However, at a minimum, candidates for
director must possess:
o high personal and professional ethics and integrity;
o the ability to exercise sound judgment;
o the ability to make independent analytical inquiries;
o a willingness and ability to devote adequate time and resources
to diligently perform Board and committee duties; and
o the appropriate and relevant business experience and acumen.
In addition to these minimum qualifications, the Governance and Nominating
Committee also takes into account when considering whether to nominate a
potential director candidate the following factors:
o whether the person possesses specific industry expertise and
familiarity with general issues affecting our business;
o whether the person's nomination and election would enable the
Board to have a member that qualifies as an "audit committee
financial expert" as such term is defined by the Securities and
Exchange Commission (the "SEC") in Item 401 of Regulation S-K;
o whether the person would qualify as an "independent" director
under the listing standards of the Nasdaq Stock Market;
o the importance of continuity of the existing composition of the
Board of Directors to provide long term stability and experienced
oversight; and
o the importance of diversified Board membership, in terms of both
the individuals involved and their various experiences and areas
of expertise.
Governance and Nominating Committee will consider director candidates
recommended by stockholders provided such recommendations are submitted in
accordance with the procedures set forth below. In order to provide for an
orderly and informed review and selection process for director candidates, the
Board of Directors has determined that stockholders who wish to recommend
director candidates for consideration by the Governance and Nominating Committee
must comply with the following:
o The recommendation must be made in writing to the Corporate
Secretary at Able Energy.
o The recommendation must include the candidate's name, home and
business contact information, detailed biographical data and
qualifications, information regarding any relationships between
the candidate and the Company within the last three years and
evidence of the recommending person's ownership of the Company's
common stock.
o The recommendation shall also contain a statement from the
recommending shareholder in support of the candidate;
professional references, particularly within the context of those
relevant to board membership, including issues of character,
judgment, diversity, age, independence, expertise, corporate
experience, length of service, other commitments and the like;
and personal references.
o A statement from the shareholder nominee indicating that such
nominee wants to serve on the Board and could be considered
"independent" under the Rules and Regulations of the Nasdaq Stock
Market and the Securities and Exchange Commission ("SEC"), as in
effect at that time.
All candidates submitted by stockholders will be evaluated by the Governance and
Nominating Committee according to the criteria discussed above and in the same
manner as all other director candidates.
HOW ARE DIRECTORS COMPENSATED?
The Company compensates its directors each year for acting in such capacity in
the form of 1,000 shares of the Company's common stock and monetary compensation
in the amount of $4,000 for each director.
CODE OF ETHICS
We have adopted a Code of Business Conduct and Ethics that applies to all of our
directors, officers and employees, including our principal executive officer,
principal financial officer and principal accounting officer.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely upon a review of Forms 3, 4 and 5, and amendments thereto,
furnished to the Company during fiscal year 2004, the Company is not aware of
any director, officer or beneficial owner of more than ten percent of the
Company's Common Stock that failed to file reports required by Section 16(a) of
the Securities Exchange Act of 1934 on a timely basis during fiscal year 2004
with the exception of Tim Harrington and Christopher Westad.
The proxy holders intend to vote the shares represented by proxies for all of
the board's nominees, except to the extent authority to vote for the nominees is
withheld.
RECOMMENDATION OF THE BOARD FOR PROPOSAL NO. 1:
THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF ALL NOMINEES NAMED ABOVE.
PROPOSAL NO. 2
APPROVAL OF THE 2005 INCENTIVE STOCK PLAN
At the Annual Meeting, the Company's stockholders are being asked to approve the
2005 Incentive Stock Plan ("2005 Incentive Stock Plan"). The Board has
unanimously approved the 2005 Incentive Stock Plan and has directed that it be
submitted for the approval of the stockholders at the annual meeting. The 2005
Incentive Stock Plan will become effective on the date of shareholder approval
(the "Effective Date").
The following description of the 2005 Incentive Stock Plan is only a summary of
the important provisions of the 2005 Incentive Stock Plan and does not contain
all of the terms and conditions of the 2005 Incentive Stock Plan. Any
stockholder of the Company who wishes to obtain a copy of the actual plan
document may do so upon written request to the Company's Secretary.
WHAT IS THE PURPOSE OF THE 2005 INCENTIVE STOCK PLAN?
The purpose of the 2005 Incentive Stock Plan is to help us retain directors,
executives and selected employees and consultants who provide services to the
Company and reward them for making major contributions to the success of the
Company. In addition, we expect to benefit from the added interest that the
awardees will have in our welfare as a result of their ownership or increased
ownership of our Common Stock.
Over the last two years, we have been able to engage and retain directors,
executives and selected employees and consultants who provide services to the
Company by compensating and rewarding them through the issuance of shares of our
options and common stock. This afforded us the ability to utilize our cash, at a
time when we were seeking out financing and working with our creditors with
respect to restucturing outstanding obligations, for the more immediate needs
that we had related to the acquisition of the products and inventory needed to
further our manufacturing process so as to be able to deliver finished goods to
our customers pursuant to outstanding orders. We believe that, for the
foreseeable future, it is in our best interests to be able to continue to
engage, compensate and reward such persons through the payment of our shares of
common stock. In addition, Section 711 of the AMEX Company Guide, which was
amended in October 2003, now requires that such compensation arrangements be
approved by the Company's shareholders. For the foregoing reasons, the Board of
Directors has unanimously approved the 2005 Incentive Stock Plan, as a separate
and distinct plan from the Company's existing 1999 Stock Option Plan, and has
directed that such plan be submitted for the approval of the stockholders at the
annual meeting.
WHAT TYPES OF AWARDS CAN BE GRANTED UNDER THE 2005 INCENTIVE STOCK PLAN?
Awards authorized under the 2005 Incentive Stock Plan shall consist of any form
of stock option, stock award, or stock purchase offer, whether granted singly,
in combination or in tandem. Such awards may be subject to forfeiture in the
event of premature termination of engagement of employment, failure to meet
certain performance objectives, or other conditions, as may be determined by the
Board of Directors.
Each award described above is sometimes referred to in this Proxy Statement as
an "Award", and all such awards are sometime collectively referred to in this
Proxy Statement as "Awards" and individuals receiving Awards are sometimes
referred to as "Awardees".
HOW WILL THE 2005 INCENTIVE STOCK PLAN BE ADMINISTERED?
The 2005 Incentive Stock Plan will be administered by the Board of Directors
(provided however, that the Board may delegate such administration to the
Compensation Committee or such other committee that is designated by the Board
to administer the Plan).
Subject to the express terms and conditions of the 2005 Incentive Stock Plan,
the Board of Directors will have full power to make Awards, to construe or
interpret the 2005 Incentive Stock Plan, to prescribe, amend and rescind rules
and regulations relating to it and to make all other determinations necessary or
advisable for its administration. Except as otherwise provided in the 2005
Incentive Stock Plan, the Board of Directors may also determine which persons
shall be granted Awards, the nature of the Awards granted, the number of shares
subject to Awards and the time at which Awards shall be made. Such
determinations will be final and binding.
HOW MUCH STOCK WILL BE AVAILABLE UNDER THE 2005 INCENTIVE STOCK PLAN?
The maximum number of shares of Common Stock with respect to which Awards may be
granted directly by options, stock awards or restricted stock purchase offers is
1,000,000 shares; however, this number is subject to adjustment in the event of
a recapitalization, reorganization or similar event, including, without
limitation, a business combination.
Shares shall consist, in whole or in part, of authorized and unissued shares or
treasury shares. Any shares represented by Awards that are cancelled, forfeited,
terminated or expired will again be available for grants and issuance under the
2005 Incentive Stock Plan.
WHO IS ELIGIBLE TO PARTICIPATE IN THE 2005 INCENTIVE STOCK PLAN?
Persons eligible for Awards under the 2005 Incentive Stock Plan will be limited
to directors, executives and selected employees and consultants of the Company
and our subsidiaries ("Eligible Persons").
The Board of Directors will select who will receive Awards and the amount and
nature of such Awards.
WHAT HAPPENS IF THE NUMBER OF OUTSTANDING SHARES CHANGES BECAUSE OF A MERGER,
CONSOLIDATION, RECAPITALIZATION OR REORGANIZATION?
In the event that our outstanding shares of Common Stock are increased,
decreased or changed or converted into other securities by reason of merger,
reorganization, consolidation, recapitalization, business combination, stock
dividend, extraordinary cash dividend or other change in our corporate structure
affecting the stock, the number of shares that may be delivered under the 2005
Incentive Stock Plan and the number and/or the purchase price of shares subject
to outstanding Awards under the 2005 Incentive Stock Plan may be adjusted at the
sole discretion of the Board of Directors to the extent that the Board of
Directors determines to be appropriate, provided, however, that the number of
shares subject to any Awards will always be a whole number.
WHEN WILL THE 2005 INCENTIVE STOCK PLAN TERMINATE?
The 2005 Incentive Stock Plan will expire on May 3, 2015, but the Board of
Directors may terminate the 2005 Incentive Stock Plan at any time prior to that
date and Awards granted prior to such termination may extend beyond such date.
Termination of the 2005 Incentive Stock Plan will not alter or impair, without
the consent of the Awardee, any of the rights or obligations of any Award made
under the 2005 Incentive Stock Plan.
WHAT CHANGES CAN THE BOARD MAKE TO THE 2005 INCENTIVE STOCK PLAN?
The Board may from time to time alter, amend, suspend or discontinue the 2005
Incentive Stock Plan. However, no such action of the Board may alter the
provisions of the 2005 Incentive Stock Plan so as to alter any outstanding
Awards to the detriment of the Awardee or participant without such participant's
or Awardees consent, and no amendment to the 2005 Incentive Stock Plan may be
made without stockholder approval if such amendment would materially increase
the benefits to the Awardees or the participants in the 2005 Incentive Stock
Plan, materially increase the number of shares issuable under the 2005 Incentive
Stock Plan, extend the terms of the 2005 Incentive Stock Plan or the period
during which Awards may be granted or exercised or materially modify
requirements as to eligibility to participate in the 2005 Incentive Stock Plan.
WHAT ARE THE IMPORTANT PROVISIONS OF THE PLAN WITH RESPECT TO EACH TYPE OF
AWARD?
GRANT. The Board of Directors may, at its discretion, award any form of stock
option, stock award, or stock purchase offer, whether granted singly, in
combination or in tandem to a recipient (the "Awards"). The Awards will be
issued pursuant to an agreement between the Company and the Awardee. Each
recipient of an Award will be a stockholder and have all the rights of a
stockholder with respect to such shares, including the right to vote and receive
all dividends or other distributions made or paid with respect to such shares.
If the recipient of an Award ceases to be a director, executive or selected
employee or consultant for any reason, then the Award may be subject to
forfeiture, as provided in the particular agreement, unless such forfeiture is
waived by the Board of Directors when it, in its discretion, determines that
such waiver is in our best interests.
In the event of a participant's retirement, permanent disability or death, or in
cases of special circumstances, the Board of Directors may waive any or all of
the remaining restrictions and limitations imposed under the 2005 Incentive
Stock Plan with respect to any Awards.
RESTRICTIONS ON TRANSFERABILITY. These securities may not be sold, exchanged,
transferred, pledged, hypothecated, or otherwise disposed of until such time as
any stated restrictions lapse. The Board of Directors, in its absolute
discretion, may impose such restrictions on the transferability of the Awards
granted in the 2005 Incentive Stock Plan as it deems appropriate. Any such
restrictions shall be set forth in the Agreement with respect to such Awards and
may be referred to on the certificates evidencing shares or other instruments
issued pursuant to any such Award. Shares of restricted stock and other
securities will be evidenced by a certificate or other instrument that bears a
restrictive legend.
WHAT ARE THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE 2005 INCENTIVE STOCK
PLAN?
The following discussion is a summary of the U.S. Federal income tax
consequences to recipients of Awards and to us with respect to Awards granted
under the 2005 Incentive Stock Plan. The 2005 Incentive Stock Plan is not
qualified under Section 401(a) of the Code.
Stock or options awarded to an Awardee may be subject to any number of
restrictions (including deferred vesting, limitations on transfer, and forfeit
ability) imposed by the Board of Directors. In general, the receipt of stock or
options with restrictions will not result in the recognition of income by an
Awardee until such time as the shares are either not forfeitable or are freely
transferable. Upon the lapse of such restrictions, the Awardee will be required
to include as ordinary income the difference between the amount paid for the
stock, if any, and the fair market value of such stock on the date the
restrictions lapse and we will be entitled to a corresponding deduction. In
addition, any dividends paid with respect to the stock prior to the lapse of the
restrictions will be treated as compensation income by the Awardee and will be
deductible by us. Awardees receiving Awards may elect to include the value of
such stock or options (less any amounts paid for such stock or options) as
ordinary income at the time the Award is made. Awardees making this election
would treat any gain or loss realized on a sale of the stock as capital gain or
loss, but would not be entitled to any loss deduction if they forfeited the
stock pursuant to the restrictions imposed by the Board of Directors.
In view of the complexity of the tax aspects of transactions involving the grant
and exercise Awards, and because the impact of taxes will vary depending on
individual circumstances, each Awardee receiving an Award under the 2005
Incentive Stock Plan should consult their own tax advisor to determine the tax
consequences in such Awardee's particular circumstances.
REGISTRATION WITH THE SECURITIES AND EXCHANGE COMMISSION
We intend to file a Registration Statement on Form S-8 covering the 2005
Incentive Stock Plan if the 2005 Incentive Stock Plan is approved by the
stockholders.
REQUIRED VOTE
Approval of the 2005 Incentive Stock Plan requires the receipt of the
affirmative vote of a majority of the shares of the Company's common stock
present in person or by proxy and voting at the Annual Meeting.
RECOMMENDATION OF THE BOARD FOR PROPOSAL NO. 2:
THE BOARD RECOMMENDS A VOTE FOR APPROVAL OF THE 2005 INCENTIVE STOCK PLAN.
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding ownership of the
Company's Common Stock as of April 22, 2005, with respect to (i) each person
known to the Company to own 5% or more of the outstanding shares of Common
Stock, (ii) each director of the Company, and (iii) all directors and officers
of the Company as a group:
NUMBER OF SHARES APPROXIMATE
BENEFICIALLY PERCENTAGE OF
NAME* OWNED COMMON STOCK**
----- ----- --------------
Christopher P. Westad 34,000 (1) 1.38%
Patrick O'Neill 0 0%
Edward C. Miller, Jr. 0 0%
Stephen Chalk 0 0%
Alan E. Richards 0 0%
Gregory D. Frost, Esq. 0 0%
John Vrabel 6,000 ***
All Officers and Directors
as a Group (7 persons) 25,000 1.02%
All American Plazas, Inc. 1,007,300 (2) 41.0%
* Except as noted above, the address for the above identified officers and
directors of the Company is c/o Able Energy, Inc., 198 Green Pond Road,
Rockaway, New Jersey 07866.
** Percentages are based upon the assumption that the shareholder has exercised
all of the options he or she owns and that no other shareholder has exercised
any options he or she owns.
*** Less than 1%
(1) Includes (i) 4,000 shares of common stock and (ii) 30,000 shares of common
stock underlying unexercised options.
(2) Includes shares of common stock issued pursuant to a certain Stock Purchase
Agreement dated as of March 19, 2004 by and between All American Plazas, Inc.
and Timothy Harrington, the former Chief Executive Officer and Chairman of the
Board of Directors of the Company.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth certain summary information with respect to the
compensation paid to the Company's Chief Executive Officer and President for
services rendered in all capacities to the Company for the fiscal years ending
2004, 2003, and 2002. Other than as listed below, the Company had no executive
officers whose total annual salary and bonus exceeded $100,000 for that fiscal
year:
-------------------------------------------------------------------- -----------------------------------------------
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------- ---------------------
Awards Payouts
------------------- --------- ------------ ---------- -------------- ------------ ------------ ---------- ----------
Name and Year Salary ($) Bonus ($) Other Annual Restricted Securities LTIP All,
Principal Position Compensation Stock Award Underlying Payouts Other
($) Options / ($) Compen-
SARs (#) sation ($)
------------------- --------- ------------ ---------- -------------- ------------ ------------ ---------- ----------
Timothy 2004 225,000 35,385 13,211 (1)
Harrington,
Chief 2003 225,000 25,825 9,560 (1)
Executive Officer
--------- ------------ ---------- -------------- ------------ ------------ ---------- ----------
2002 225,000 19,033 7,284 - - - -
------------------- --------- ------------ ---------- -------------- ------------ ------------ ---------- ----------
Christopher P. 2004 100,000 13,877 5,973 (1)
Westad,
President 2003 100,000 6,064 5,035
--------- ------------ ---------- -------------- ------------ ------------ ---------- ----------
2002 100,000 6,360 5,035 (1) - - - -
------------------- --------- ------------ ---------- -------------- ------------ ------------ ---------- ----------
(1) Represents car allowance and travel expense reimbursements pursuant to his
employment agreement with the Company.
OPTION GRANTS
No option grants were made to our executive officers during fiscal year ended
June 30, 2004.
The following named executives held unexercised options as of June 30, 2004: (A)
Timothy Harrington - 85,000 and (B) Christopher Westad - 55,000.
EMPLOYMENT ARRANGEMENTS
Christopher P. Westad and John Vrabel have three year employment agreements with
the Company. Christopher Westad is retained as Chief Executive Officer and
President of the Company at an annual salary of $141,600. John Vrabel is
retained as Chief Operating Officer of the Company at an annual salary of
$141,600. Each of Messrs. Westad and John Vrabel are entitled to bonuses
pursuant to their employment agreements if the Company meets certain financial
targets based on sales, profitability and good management goals as predetermined
by the Board of Directors or compensation committee and other subjective
criteria as determined by the Board of Directors or compensation committee. Such
bonuses, plus all other bonuses payable to the executive management of the
Company, shall not exceed in the aggregate, a "bonus pool" which shall equal up
to 20% of the Company's earnings before taxes, depreciation and amortization
("EBITDA") for 2005, 2006 and 2007, provided the Company achieves at least
$1,000,000 in EBITDA, in each of such years. The employment agreements also
provide for reimbursement of reasonable business expenses. The employment
agreements for each of Messrs. Westad and John Vrabel contain a covenant not to
compete whereby Messrs. Westad and John Vrabel agree, for the term of the
employment agreements and until one year following the termination of the
agreements, not to (i) persuade any customer of the Company to cease or reduce
the amount of business it does with the Company; (ii) solicit the Company's
customers for their own benefit; or (iii) persuade any of the Company's
employees to leave the employ of the Company.
EMPLOYEE BONUS POOL
The Company has adopted an Employee Bonus Pool, pursuant to which Management
may, at its own discretion, award employees for exemplary performance. The
Company has allocated $25,000, $40,000 and $50,000 for the years 1999, 2000 and
2001, respectively, for such purposes. Management may not, however, award
employees bonuses from the Employee Bonus Pool (i) if such bonuses would result
in negative earning before taxes for the year in which such bonuses are to be
granted, or (ii) if the Company does not have net profits in such year.
EMPLOYEE STOCK OPTION PLAN
The Company has adopted a Stock Option Plan (the "1999 Plan"), pursuant to which
237,287 shares of Common Stock are reserved for issuance.
The 1999 Plan is administered by the board of directors, or by a committee with
at least two directors as delegated by the board of directors
who determine among other things, those individuals who shall receive options,
the time period during which the options may be partially or fully exercised,
the number of shares of Common Stock issuable upon the exercise of the options
and the option exercise price.
The 1999 Plan's duration is for a period of ten years. Options under the 1999
Plan must be issued within ten years from the effective date of the 1999 Plan.
Options may be granted to officers, directors, consultants, key employees,
advisors and similar parties who provide their skills and expertise to the
Company. Options granted under the 1999 Plan may be exercisable for up to ten
years, may require vesting, and shall be at an exercise price all as determined
by the board. Options will be non-transferable except to an option holder's
personal holding company or registered retirement savings plan and except by the
laws of descent and distribution or a change in control of the Company, as
defined in the 1999 Plan, and are exercisable only by the participant during his
or her lifetime. Change in control includes (i) the sale of substantially all of
the assets of the Company and merger or consolidation with another, or (ii) a
majority of the board changes other than by election by the shareholders
pursuant to board solicitation or by vacancies filled by the board caused by
death or resignation of such person.
If a participant ceases affiliation with the Company by reason of death,
permanent disability or the retirement of an Optionee either pursuant to a
pension or retirement plan adopted by the Company or on the normal retirement
date prescribed from time to time by the Company, the option remains exercisable
for three months from such occurrence but not beyond the option's expiration
date. Other termination gives the participant three months to exercise, except
for termination for cause which results in immediate termination of the option.
Options granted under the 1999 Plan, at the discretion of the compensation
committee or the board, may be exercised either with cash, by certified check or
bank cashier's check, Common Stock having a fair market equal to the cash
exercise price, the participant's promissory note, or with an assignment to the
Company of sufficient proceeds from the sale of the Common Stock acquired upon
exercise of the Options with an authorization to the broker or selling agent to
pay that amount to the Company, or any combination of the above.
The exercise price of an option may not be less than the fair market value per
share of Common Stock on the date that the option is granted in order to receive
certain tax benefits under the Income Tax Act of United States (the "ITA"). The
exercise price of all future options will be at least 100% of the fair market
value of the Common Stock on the date of grant of the options. A benefit equal
to the amount by which the fair market value of the shares at the time the
employee acquires them exceeds the total of the amount paid for the shares or
the amount paid for the right to acquire the shares shall be deemed to be
received by the employee in the year the shares are acquired pursuant to
paragraph 7(1) of the ITA. Where the exercise price of the option is equal to
the fair market value of the shares at the time the option is granted, paragraph
110(1)(d) of the ITA allows a deduction from income equal to one quarter of the
benefit as calculated above. If the exercise price of the option is less than
the fair market value at the time it is granted, no deduction under paragraph
110(1)(d) is permitted. Options granted to any non-employees, whether directors
or consultants or otherwise will confer a tax benefit in contemplation of the
person becoming a shareholder pursuant to subsection 15(1) of the ITA.
Any unexercised options that expire or that terminate upon an employee's ceasing
to be employed by the Company become available again for issuance under the 1999
Plan.
The 1999 Plan may be terminated or amended at any time by the board of
directors, except that the number of shares of Common Stock reserved for
issuance upon the exercise of options granted under the 1999 Plan may not be
increased without the consent of the shareholders of the Company.
TRANSACTIONS WITH MANAGEMENT
From time to time, our majority-owned subsidiary Price Energy has borrowed money
from us. As of December 31, 2004, the aggregate indebtedness to us was a
promissory note made on November 1, 2000 for $3,544,389. This note bears
interest at a rate of 8% per annum payable quarterly with principal payments
beginning on November 1, 2002. Able Energy, Inc. own approximately 70.6% of
Price Energy, Timothy Harrington, our former Chief Executive Officer, owns 23
1/2%, Christopher Westad, our Chief Executive Officer and President, owns 3.6%
and our Chief Operating Officer, John Vrabel owns 2.3%.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS FOR 2006 ANNUAL MEETING
Proposals of stockholders intended to be presented at next year's Annual Meeting
of Stockholders must be received by Christopher Westad, Secretary, Able Energy,
Inc., 198 Green Pond Road, Rockaway, New Jersey 07866, no later than January 20,
2006.
OTHER PROPOSED ACTION
The Board of Directors is not aware of any other business, which will come
before the Meeting, but if any such matters are properly presented, the proxies
solicited hereby will be voted in accordance with the best judgment of the
persons holding the proxies. All shares represented by duly executed proxies
will be voted at the Meeting.
AVAILABILITY OF CERTAIN DOCUMENTS REFERRED TO HEREIN
THIS PROXY STATEMENT REFERS TO CERTAIN DOCUMENTS OF THE COMPANY THAT ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. SUCH DOCUMENTS ARE AVAILABLE TO ANY
PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM THIS PROXY STATEMENT IS
DELIVERED, UPON ORAL OR WRITTEN REQUEST, WITHOUT CHARGE, DIRECTED TO CHRISTOPHER
WESTAD, ABLE ENERGY, INC., 198 GREEN POND ROAD, ROCKAWAY, NEW JERSEY 07866,
TELEPHONE NUMBER (973) 625-1012. IN ORDER TO ENSURE TIMELY DELIVERY OF THE
DOCUMENTS, SUCH REQUESTS SHOULD BE MADE BY MAY 15, 2005.
OTHER MATTERS
The Board of Directors knows of no other business that will be presented to the
Annual Meeting. If any other business is properly brought before the Annual
Meeting, proxies in the enclosed form will be voted in respect thereof as the
proxy holders deem advisable.
It is important that the proxies be returned promptly and that your shares be
represented. Stockholders are urged to mark, date, execute and promptly return
the accompanying proxy card in the enclosed envelope.
By Order of the Board of Directors,
/S/ CHRISTOPHER WESTAD
----------------------
CHRISTOPHER WESTAD
SECRETARY
Rockaway, New Jersey
May 3, 2005
PROXY
ABLE ENERGY, INC.
PROXY FOR ANNUAL MEETING TO BE HELD ON MAY 25, 2005
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Christopher P. Westad, as proxy, with the power
to appoint his substitute, to represent and to vote all the shares of common
stock of Able Energy, Inc. (the "Company"), which the undersigned would be
entitled to vote, at the Company's Annual Meeting of Stockholders to be held on
May 25, 2005 and at any adjournments thereof, subject to the directions
indicated on the reverse side hereof.
In their discretion, the Proxies are authorized to vote upon any other matter
that may properly come before the meeting or any adjournments thereof.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE, BUT IF NO
CHOICES ARE INDICATED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES
AND FOR THE PROPOSALS LISTED ON THE REVERSE SIDE.
IMPORTANT--This Proxy must be signed and dated on the reverse side.
THIS IS YOUR PROXY
YOUR VOTE IS IMPORTANT!
Dear Stockholder:
We cordially invite you to attend the Annual Meeting of Stockholders of Able
Energy, Inc. to be held at the offices of Ferber Frost Chan & Essner, LLP, 530
Fifth Avenue, 23rd Floor, New York, New York 10036 on Wednesday, May 25, 2005 at
11:00 a.m. (local time).
Please read the proxy statement, which describes the proposals and presents
other important information, and complete, sign and return your proxy promptly
in the enclosed envelope.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2
1. ELECTION OF DIRECTORS -- FOR WITHHOLD
Nominees:
---------
Christopher P. Westad [_] [_]
Stephen Chalk [_] [_]
Alan E. Richards [_] [_]
Patrick O'Neill [_] [_]
Edward C. Miller, Jr. [_] [_]
Gregory D. Frost, Esq. [_] [_]
Solange Charas [_] [_]
-----------------------------------------------------------------------------
(Except nominee(s) written above)
FOR AGAINST ABSTAIN
2. Proposal to approve the 2005 Incentive [_] [_] [_]
Stock Plan.
If you plan to attend the Annual Meeting please mark this box [_]
Dated: , 2005
SIGNATURE
NAME (PRINTED)
TITLE
Important: Please sign exactly as name appears on this proxy. When signing as
attorney, executor, trustee, guardian, corporate officer, etc., please indicate
full title.
FOLD AND DETACH HERE