REMEMBER, THEY CANNOT R/S BEFORE 12/12/2016, THEY HAVE TO WAIT FOR EVERYONE TO VOTE..... ETRM
Voting by Proxy: If you cannot attend the Special Meeting in person, you may vote your shares by telephone or internet by no later than 12:00 p.m. Central Time on December 11, 2016 (as directed on the enclosed proxy card), or by completing, signing and promptly returning the enclosed proxy card by mail. We encourage you to vote by telephone or internet in order to reduce our mailing and handling expenses. If you choose to submit your proxy by mail, we have enclosed an envelope addressed to our transfer agent, Wells Fargo Shareowner Services, for which no postage is required if mailed in the United States.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
Date and Time: December 12, 2016 at 3:00 p.m., Central Time
Place:
Dorsey & Whitney LLP
New York Room
50 South Sixth Street, Suite 1500
Minneapolis, Minnesota 55402
Items of Business:
1. Approve an amendment to Article IV, Section 1 of the Company’s Fifth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to increase the number of shares of common stock authorized for issuance to 300 million shares;
2. Authorize the Board of Directors to amend the Certificate of Incorporation to effect a reverse split of our issued and outstanding shares of common stock (the “Reverse Stock Split”) at a ratio of between 1-for-20 and 1-for-70, inclusive, which ratio will be selected at the sole discretion of our Board of Directors at any whole number in the above range, with any fractional shares that would otherwise be issued as a result of the Reverse Stock Split being rounded up to the nearest whole share; provided, that our Board of Directors may abandon the Reverse Stock Split in its sole discretion;
3. Approve the Company’s Second Amended and Restated 2003 Stock Incentive Plan;
4. Approval of one or more adjournments to the Special Meeting, if necessary or appropriate, to establish a quorum or to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting cast in favor of Proposal 1, Proposal 2 or Proposal 3; and
5. Transact other such business as may properly come before the Special Meeting or any adjournment or postponement thereof.
Record Date: You may vote at the Special Meeting if you were a stockholder of record at the close of business on November 3, 2016.
Voting by Proxy: If you cannot attend the Special Meeting in person, you may vote your shares by telephone or internet by no later than 12:00 p.m. Central Time on December 11, 2016 (as directed on the enclosed proxy card), or by completing, signing and promptly returning the enclosed proxy card by mail. We encourage you to vote by telephone or internet in order to reduce our mailing and handling expenses. If you choose to submit your proxy by mail, we have enclosed an envelope addressed to our transfer agent, Wells Fargo Shareowner Services, for which no postage is required if mailed in the United States.
By Order of the Board of Directors:
LOGO
Scott P. Youngstrom
Secretary
November 17, 2016
