A shareholder may vote by means of a proxy executed in writing by the shareholder. A telegram, telex, cablegram, or other form of electronic transmission, including telephonic transmission, by the shareholder or a photographic, photostatic, facsimile, or similar reproduction of a writing executed by the shareholder is considered an execution in writing. Any electronic transmission must contain or be accompanied by information from which it can be determined that the transmission was authorized by the shareholder. Tex. Bus. Orgs. Code § 21.367. A proxy is not valid after eleven months after the date the proxy is executed unless otherwise provided in the proxy. Tex. Bus. Orgs. Code § 21.368.
Proxy
[Name of corporation]
[Year] Annual Meeting of Shareholders
This Proxy is Solicited on Behalf of the Board of Directors
of [name of corporation]
The undersigned hereby appoints ______________________________, jointly and severally if more than one person is named, as proxy[ies], with full power of substitution, to vote all of the undersigned’s shares of common stock, $____________ par value per share, of [name of corporation] held of record by the undersigned on ________________________ at the [year] Annual Meeting of Shareholders of [name of corporation] or at any postponements or adjournments thereof.
This proxy, when properly executed, will be voted in accordance with the directions made below. If no direction is made, this proxy will be voted (1) for the election of the nominees for directors listed below and (2) for each other proposal specifically described below.
1.Election of Directors.
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FOR all nominees listed below (except as marked below to the contrary) |
o |
WITHHOLD AUTHORITY to vote for all nominees listed below |
o |
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• [name of nominee] |
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Repeat for each nominee. |
Instructions: To withhold authority to vote for any individual nominee, strike a line through that nominee’s name.
2.[Describe separately each other action to be voted on at the meeting.]
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FOR o |
AGAINST o |
ABSTAIN o |
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Repeat as necessary. |
3.To the extent permitted by applicable law, the proxies are authorized to vote on (1) any motion to adjourn the annual meeting of shareholders to a later time to establish a quorum and (2) other matters incident to the conduct of the meeting.
Instructions: Please sign your name exactly as it appears on your stock certificate. When shares are held in more than one name, all parties should sign. When signing as attorney, executor, administrator, trustee, or guardian, please give full title. If a partnership, please sign in partnership name by an authorized person. If a corporation or other entity, please sign in the full name of the entity by an authorized officer.
Dated: ____________________________
Signature
Printed Name
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Include the following if applicable. |
Signature [if shares held in more
than one name]
Printed Name [if shares held in more
than one name]
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Continue with the following. |
Please mark, sign, and date this proxy and return it in the enclosed envelope.
Enc.


